EXHIBIT B 

Exhibit B

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INDENTURE 

Dated as of November 29, 2017 

between 

PACIFIC GAS AND ELECTRIC COMPANY, 

Issuer 

and 

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

Trustee 

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TABLE OF CONTENTS 

Page 

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL 

APPLICATION............................................................................................... 1

SECTION 1.01. General Definitions. ........................................................................................ 1

SECTION 1.02. Compliance Certificates and Opinions. .......................................................... 14

SECTION 1.03. Content and Form of Documents Delivered to Trustee. .................................. 15

SECTION 1.04. Acts of Holders. ............................................................................................ 16

SECTION 1.05. Notices, Etc. to Trustee and Company. .......................................................... 17

SECTION 1.06. Notice to Holders of Bonds; Waiver. ............................................................. 18

SECTION 1.07. Conflict With Trust Indenture Act. ................................................................ 19

SECTION 1.08. Effect of Headings and Table of Contents. ..................................................... 19

SECTION 1.09. Successors and Assigns. ................................................................................ 19

SECTION 1.10. Separability Clause. ....................................................................................... 19

SECTION 1.11. Benefits of Indenture. .................................................................................... 19

SECTION 1.12. Governing Law.............................................................................................. 19

SECTION 1.13. Legal Holidays. ............................................................................................. 19

SECTION 1.14. Investment of Cash Held by Trustee. ............................................................. 20

SECTION 1.15. Electronic or Facsimile Communication. ....................................................... 20

SECTION 1.16. WAIVER OF JURY TRIAL. ......................................................................... 21

SECTION 1.17. Qualification of Indenture. ............................................................................. 21

ARTICLE II 

[RESERVED.] .............................................................................................. 21

ARTICLE III 

THE BONDS ................................................................................................ 21

SECTION 3.01. Amount Unlimited. ........................................................................................ 21

SECTION 3.02. Form and Dating; Denominations. ................................................................. 21

SECTION 3.03. Execution, Dating, Certificate of Authentication. ........................................... 22

SECTION 3.04. Temporary Bonds. ......................................................................................... 22

SECTION 3.05. Registration, Registration of Transfer and Exchange. .................................... 23

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Bonds. ............................................... 25

SECTION 3.07. Payment of Interest; Interest Rights Preserved. .............................................. 25

SECTION 3.08. Persons Deemed Owners. .............................................................................. 27

SECTION 3.09. Cancellation by Bond Registrar. .................................................................... 27

SECTION 3.10. Computation of Interest. ................................................................................ 27

SECTION 3.11. Reserved. ...................................................................................................... 27

SECTION 3.12. CUSIP Numbers. ........................................................................................... 27

Exhibit B

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SECTION 3.13. Global Bonds................................................................................................. 28

SECTION 3.14. Issuance of Additional Bonds. ....................................................................... 28

ARTICLE IV 

[RESERVED.] .............................................................................................. 29

ARTICLE V 

[RESERVED.] .............................................................................................. 29

ARTICLE VI 

REDEMPTION OF BONDS ......................................................................... 29

SECTION 6.01. Applicability of Article. ................................................................................. 29

SECTION 6.02. Election to Redeem; Notice to Trustee. .......................................................... 29

SECTION 6.03. Selection of Bonds to Be Redeemed. ............................................................. 29

SECTION 6.04. Notice of Redemption. ................................................................................... 30

SECTION 6.05. Bonds Payable on Redemption Date. ............................................................. 31

SECTION 6.06. Bonds Redeemed in Part. ............................................................................... 32

ARTICLE VII 

COVENANTS .............................................................................................. 32

SECTION 7.01. Payment of Bonds. ........................................................................................ 32

SECTION 7.02. Maintenance of Office or Agency. ................................................................. 32

SECTION 7.03. Money for Bond Payments to Be Held in Trust. ............................................. 33

SECTION 7.04. Corporate Existence....................................................................................... 34

SECTION 7.05. Waiver of Certain Covenants. ........................................................................ 34

SECTION 7.06. Annual Officer’s Certificate as to Compliance. .............................................. 34

SECTION 7.07. Limitation on Liens. ...................................................................................... 35

ARTICLE VIII 

SATISFACTION AND DISCHARGE .......................................................... 37

SECTION 8.01. Satisfaction and Discharge of Bonds. ............................................................. 37

SECTION 8.02. Satisfaction and Discharge of Indenture. ........................................................ 39

SECTION 8.03. Application of Trust Money........................................................................... 39

ARTICLE IX 

EVENTS OF DEFAULT; REMEDIES ......................................................... 40

SECTION 9.01. Events of Default. .......................................................................................... 40

SECTION 9.02. Acceleration of Maturity; Rescission and Annulment. ................................... 41

Exhibit B

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SECTION 9.03. Collection of Indebtedness and Suits for Enforcement by Trustee. ................. 42

SECTION 9.04. Application of Money Collected. ................................................................... 42

SECTION 9.05. Trustee May File Proofs of Claim. ................................................................. 43

SECTION 9.06. Trustee May Enforce Claims Without Possession of Bonds. .......................... 43

SECTION 9.07. Limitation on Suits. ....................................................................................... 44

SECTION 9.08. Unconditional Right of Holders to Receive Principal, Premium and 

Interest. ......................................................................................................... 44

SECTION 9.09. Restoration of Rights and Remedies. ............................................................. 45

SECTION 9.10. Rights and Remedies Cumulative. ................................................................. 45

SECTION 9.11. Delay or Omission Not Waiver. ..................................................................... 45

SECTION 9.12. Control by Holders of Bonds. ........................................................................ 45

SECTION 9.13. Waiver of Past Defaults. ................................................................................ 45

SECTION 9.14. Undertaking for Costs. ................................................................................... 46

SECTION 9.15. Waiver of Stay and Extension Laws. ............................................................. 46

ARTICLE X 

THE TRUSTEE ............................................................................................ 46

SECTION 10.01. Certain Duties and Responsibilities. .............................................................. 46

SECTION 10.02. Notice of Defaults. ........................................................................................ 47

SECTION 10.03. Certain Rights of Trustee. .............................................................................. 48

SECTION 10.04. Not Responsible for Recitals or Issuance of Bonds or Application of 

Proceeds. ....................................................................................................... 49

SECTION 10.05. May Hold Bonds. .......................................................................................... 50

SECTION 10.06. Money Held in Trust. .................................................................................... 50

SECTION 10.07. Compensation and Reimbursement. ............................................................... 50

SECTION 10.08. Disqualification; Conflicting Interests. .......................................................... 51

SECTION 10.09. Corporate Trustee Required; Eligibility. ........................................................ 51

SECTION 10.10. Resignation and Removal; Appointment of Successor. .................................. 51

SECTION 10.11. Acceptance of Appointment by Successor. .................................................... 53

SECTION 10.12. Merger, Conversion, Consolidation or Succession to Business....................... 53

SECTION 10.13. Preferential Collection of Claims Against Company. ..................................... 53

SECTION 10.14. Co-Trustees and Separate Trustees. ............................................................... 54

SECTION 10.15. Appointment of Authenticating Agent. .......................................................... 55

ARTICLE XI 

LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY .......... 56

SECTION 11.01. Lists of Holders. ............................................................................................ 56

SECTION 11.02. Reports by Trustee and Company. ................................................................. 56

ARTICLE XII 

Exhibit B

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CONSOLIDATION, MERGER, CONVEYANCE OR OTHER 

TRANSFER .................................................................................................. 57

SECTION 12.01. Company May Consolidate, etc., Only on Certain Terms. .............................. 57

SECTION 12.02. Successor Corporation Substituted. ................................................................ 58

SECTION 12.03. Property of Successor Corporation................................................................. 58

SECTION 12.04. Release of Company Upon Conveyance or Other Transfer. ........................... 59

SECTION 12.05. Merger Into Company. .................................................................................. 59

ARTICLE XIII 

SUPPLEMENTAL INDENTURES ............................................................... 59

SECTION 13.01. Supplemental Indentures Without Consent of Holders. .................................. 59

SECTION 13.02. Supplemental Indentures With Consent of Holders. ....................................... 61

SECTION 13.03. Execution of Supplemental Indentures. .......................................................... 62

SECTION 13.04. Effect of Supplemental Indentures. ................................................................ 62

SECTION 13.05. Conformity With Trust Indenture Act. ........................................................... 62

SECTION 13.06. Reference in Bonds to Supplemental Indentures. ........................................... 63

SECTION 13.07. Modification Without Supplemental Indenture. ............................................. 63

ARTICLE XIV 

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING .................... 63

SECTION 14.01. Purposes for Which Meetings May Be Called. ............................................... 63

SECTION 14.02. Call, Notice and Place of Meetings. ............................................................... 63

SECTION 14.03. Persons Entitled to Vote at Meetings. ............................................................ 64

SECTION 14.04. Quorum; Action. ........................................................................................... 64

SECTION 14.05. Attendance at Meetings; Determination of Voting Rights; Conduct and 

Adjournment of Meetings. ............................................................................. 65

SECTION 14.06. Counting Votes and Recording Action of Meetings. ...................................... 66

SECTION 14.07. Action Without Meeting. ............................................................................... 66

ARTICLE XV 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS .................................................................... 66

SECTION 15.01. Liability Solely Corporate. ............................................................................ 67

ARTICLE XVI 

TAX MATTERS ........................................................................................... 67

SECTION 16.01. Foreign Account Tax Compliance Act (FATCA). .......................................... 67

Rule 144A/Regulation S Appendix 

Exhibit B

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Exhibit 1 — Form of Bonds 

Exhibit B

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INDENTURE (this “Indenture”), dated as of November 29, 2017 between PACIFIC GAS 

AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the 

State of California (the “Company”), and THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., a national banking association organized under the laws of the United States 

of America, as Trustee (the “Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable 

benefit of the Holders of the Company’s Bonds to be issued, from time to time, as provided by 

this Indenture: 

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 1.01. General Definitions. 

For all purposes of this Indenture, except as otherwise expressly provided or unless the context 

otherwise requires: 

(a) the terms defined in this Article have the meanings assigned to them in this Article and 

include the plural as well as the singular; 

(b) reference to any gender shall include all other genders; 

(c) all terms used herein without definition which are defined in the Trust Indenture Act, either 

directly or by reference therein, have the meanings assigned to them therein; 

(d) all terms used herein without definition which are defined in the California Commercial Code 

shall have the meanings assigned to them therein; 

(e) all accounting terms not otherwise defined herein have the meanings assigned to them in 

accordance with generally accepted accounting principles in the United States; and, except as 

otherwise herein expressly provided, the term “generally accepted accounting principles” with 

respect to any computation required or permitted hereunder shall mean, at the election of the 

Company from time to time, such accounting principles as are generally accepted in the United 

States at the date of such computation or at March 23, 2004; provided, however, that in 

determining generally accepted accounting principles applicable to the Company, effect shall be 

given, to the extent required, to any order, rule or regulation of any administrative agency, 

regulatory authority or other governmental body having jurisdiction over the Company; 

(f) any reference to an “Article”, a “Section” or any other subdivision refers to an Article, a 

Section or other subdivision, as the case may be, of this Indenture; 

(g) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this 

Indenture as a whole and not to any particular Article, Section or other subdivision; and 

Exhibit B

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(h) all references to any amount of “interest” or any other amount payable on or with respect to 

any of the Bonds shall be deemed to include payment of any Additional Interest pursuant to a 

Registration Rights Agreement, if applicable. 

“2018 Notes” means the Initial 2018 Notes, any Exchange Bonds issued in exchange therefor 

and any Additional 2018 Notes, treated as a single class of securities. 

“2027 Notes” means the Initial 2027 Notes, any Exchange Bonds issued in exchange therefor 

and any Additional 2027 Notes, treated as a single class of securities. 

“2047 Notes” means the Initial 2047 Notes, any Exchange Bonds issued in exchange therefor 

and any Additional 2047 Notes, treated as a single class of securities. 

“Accountant” means a Person engaged in the accounting profession or otherwise qualified to 

pass on accounting matters (including, but not limited to, a Person certified or licensed as a 

public accountant, whether or not then engaged in the public accounting profession), which 

Person, unless required under the terms hereof to be Independent, may be an employee, an 

Affiliate or an employee of an Affiliate of the Company. 

“Act”, when used with respect to any Holder of a Bond, has the meaning specified in Section 

1.04. 

“Additional Interest” shall mean the additional interest then owing pursuant to a Registration 

Rights Agreement. 

“Additional 2018 Notes” means Additional Bonds issued pursuant to Section 3.14 having 

identical terms as the Initial 2018 Notes, other than as permitted by Section 3.14. 

“Additional 2027 Notes” means Additional Bonds issued pursuant to Section 3.14 having 

identical terms as the Initial 2027 Notes, other than as permitted by Section 3.14. 

“Additional 2047 Notes” means Additional Bonds issued pursuant to Section 3.14 having 

identical terms as the Initial 2047 Notes, other than as permitted by Section 3.14. 

“Additional Bonds” means Bonds issued under this Indenture after the Issue Date and in 

compliance with Section 3.14, it being understood that any Bonds issued in exchange for or 

replacement of any Initial Bond issued on the Issue Date shall not be an Additional Bond, 

including any such Bonds issued pursuant to a Registration Rights Agreement. 

“Adjusted Treasury Rate”, with respect to the Fixed Rate Senior Notes, means, with respect to 

any Redemption Date on which any Fixed Rate Senior Notes are being redeemed pursuant to the 

redemption terms of a Bond, the rate per annum equal to the semiannual equivalent yield to 

maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue 

(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for 

such Redemption Date. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or 

controlled by or under direct or indirect common control with such specified Person. For the 

Exhibit B

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purposes of this definition, “control” when used with respect to any specified Person means the 

power to direct generally the management and policies of such Person, directly or indirectly, 

whether through the ownership of voting securities, by contract or otherwise; and the terms 

“controlling” and “controlled” have meanings correlative to the foregoing. 

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of 

determination, the present value of the obligation of the lessee for net rental payments during the 

remaining term of the lease included in such sale and leaseback transaction, including any period 

for which such lease has been extended or may, at the option of the lessor, be extended. Such 

present value shall be calculated using a discount rate equal to the rate of interest implicit in such 

transaction, determined in accordance with generally accepted accounting principles. 

“Authenticating Agent” means any Person or Persons (other than the Company or an Affiliate 

of the Company) authorized by the Trustee to act on behalf of the Trustee to authenticate the 

Bonds of one or more series. 

“Authorized Officer” means the Chairman of the Board, the President, the Chief Executive 

Officer, any Vice President or Assistant Vice President, the Chief Financial Officer, the 

Treasurer or Assistant Treasurer or any other person duly authorized by the Board of Directors to 

act as an Authorized Officer.

“Board of Directors” means the board of directors of the Company, any committee thereof duly 

authorized to act in respect of matters relating to this Indenture or any other body fulfilling the 

function of a board of directors of a corporation authorized to act in respect of matters relating to 

this Indenture. 

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant 

Secretary of the Company that has been duly adopted by the Board of Directors, that is in full 

force and effect on the date of such certification and that has been delivered to the Trustee. 

“Bond Register” and “Bond Registrar” have the respective meanings specified in Section 3.05. 

“Bonds” means the Fixed Rate Senior Notes and the Floating Rate Senior Notes. 

“Business Day” means (i) with respect to the Fixed Rate Senior Notes, any day that is not a day 

on which banking institutions in New York City are authorized or required by law or regulation 

to close and (ii) with respect to the Floating Rate Senior Notes, 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. 

“Calculation Agent”, with respect to the Floating Rate Senior Notes, means The Bank of New 

York Mellon Trust Company, N.A., or such other Person as the Company shall from time to time 

designate. 

Exhibit B

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“California Commercial Code” means the California Commercial Code as in effect from time 

to time, unless otherwise specified in this Indenture. 

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of 

the liability in respect of a capital lease that would at that time be required to be capitalized on a 

balance sheet in accordance with generally accepted accounting principles. 

“Code” means the United States Internal Revenue Code of 1986, as amended. 

“Commission” means the Securities and Exchange Commission, as from time to time 

constituted, created under the Exchange Act or, if at any time after the Issue Date, such 

Commission is not existing and performing the duties assigned to it on the Issue Date under the 

Trust Indenture Act, then the body, if any, performing such duties at such time. 

“Company” means the Person named as the “Company” in the first paragraph of this Indenture 

until a successor Person shall have become such pursuant to the applicable provisions of this 

Indenture, and thereafter “Company” shall mean such successor Person. 

“Company Order” or “Company Request” means, respectively, a written order or request 

signed in the name of the Company by an Authorized Officer and delivered to the Trustee. 

“Comparable Treasury Issue”, with respect to a given series of Bonds, has the meaning given 

to it in such Bond. 

“Comparable Treasury Price”, with respect to the Fixed Rate Senior Notes, means, with 

respect to any Redemption Date on which any series of Fixed Rate Senior Notes is being 

redeemed pursuant to the redemption terms of a Bond, (a) the average of the Reference Treasury 

Dealer Quotations for such Redemption Date, after excluding the highest and lowest of the 

Reference Treasury Dealer Quotations; or (b) if the Company obtains fewer than four Reference 

Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so 

received. 

“Corporate Trust Office” means the principal office of the Trustee at which at any time its 

corporate trust business shall be administered, which office on the Issue Date is located at The 

Bank of New York Mellon Trust Company, N.A., 400 South Hope Street, Suite 500, Los 

Angeles, CA 90071, Attention: Global Corporate Trust Unit, or such other address as the Trustee 

may designate from time to time by notice to the Holders and the Company. 

“corporation” means a corporation, partnership, limited liability company, association, 

company, joint stock company or business trust, and references to “corporate” and other 

derivations of “corporation” herein shall be deemed to include appropriate derivations of such 

entities. 

“CPI Index” means the United States Department of Labor, Bureau of Labor Statistics 

Consumer Price Index for All Urban Consumers, U.S. City Average, “All Items” (1982-84 = 

100), or any successor index thereof as such successor index may be appropriately adjusted to 

establish substantial equivalence with the Consumer Price Index; provided that if the Consumer 

Exhibit B

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Price Index ceases to be published and there is no successor thereto, such other index shall be 

substituted by the Company for the Consumer Price Index. 

“Debt” means any debt of the Company for money borrowed and guarantees by the Company of 

debt for money borrowed but in each case excluding liabilities in respect of Capital Lease 

Obligations or Swap Agreements. 

“Default” means any event that with the passage of time or the giving of notice or both would be 

an Event of Default. 

“Defaulted Interest” has the meaning specified in Section 3.07. 

“Depositary” means, with respect to the Bonds of any series issuable or issued in whole or in 

part in the form of one or more Global Bonds, the Person designated as Depositary by the 

Company pursuant to Section 3.13 until a successor Depositary shall have become such pursuant 

to the applicable provisions of this Indenture, and, thereafter, “Depositary” shall mean or include 

each Person who is then a Depositary hereunder, and if at any time there is more than one such 

Person, “Depositary” as used with respect to Bonds of any such series shall mean the Depositary 

with respect to the Bonds of that series. 

“Diablo Canyon Lease” means that certain lease dated September 17, 1966, between Eureka 

Energy Company, as lessor, and the Company, as lessee, which lease was originally entered into 

between Luigi Marre Land and Cattle Company, a California corporation, as lessor, and San Luis 

Obispo Bay Properties, Inc., a California corporation, as lessee, a memorandum of which Lease 

was recorded September 21, 1966 in Volume 1410, Page 556, Official Records, San Luis Obispo 

County, California, and any supplements, assignments and modifications thereto. 

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United 

States as at the time shall be legal tender for the payment of public and private debts. 

“DTC” means The Depository Trust Company, New York, New York. 

“Eligible Obligations” means Government Obligations. 

“Event of Default” has the meaning specified in Section 9.01. 

“Excepted Property” means any right, title or interest of the Company or any Significant 

Subsidiary in, to or under any of the following property, whether owned at the Issue Date or 

thereafter acquired: 

(a) all money, investment property and deposit accounts (as such terms are defined in the 

California Commercial Code as in effect on March 11, 2004), and all cash on hand or on deposit 

in banks or other financial institutions, shares of stock, interests in general or limited partnerships 

or limited liability companies, bonds, notes, other evidences of indebtedness and other securities, 

of whatever kind and nature; 

(b) all accounts, chattel paper, commercial tort claims, documents, general intangibles, 

instruments, letter-of-credit rights and letters of credit (as such terms are defined in the 

Exhibit B

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California Commercial Code as in effect on March 11, 2004), other than licenses and permits to 

use the real property of others, franchises to use public roads, streets and other public properties, 

rights of way and other rights or interests relating to the occupancy or use of real property; and 

all contracts, leases (except the Diablo Canyon Lease), operating agreements and other 

agreements of whatever kind and nature; all contract rights, bills and notes (except to the extent 

that any of the same constitute investment property, in which case they are separately covered 

under clause (a) above); all revenues, income and earnings, all accounts receivable, rights to 

payment and unbilled revenues, all rents, tolls, issues, products and profits, claims, credits, 

demands and judgments, including any rights in or to rates, revenue components, charges, tariffs 

or amounts arising therefrom, or in any amounts that are accrued and recorded in a regulatory 

account for collections by the Company or any Significant Subsidiary; all governmental and 

other licenses, permits, franchises, consents and allowances, including all emission allowances 

(or similar rights) created under any similar existing or future law relating to abatement or 

control of pollution of the atmosphere, water or soil, other than licenses and permits to use the 

real property of others, franchises to use public roads, streets and other public properties, rights 

of way and other rights or interests relating to the occupancy or use of real property; and all 

patents, patent licenses and other patent rights, patent applications, trade names, trademarks, 

copyrights and other intellectual property, including computer software and software licenses; 

and all claims, credits, choses in action and other intangible property; 

(c) all automobiles, buses, trucks, truck cranes, tractors, trailers, motor vehicles and similar 

vehicles and movable equipment; all rolling stock, rail cars and other railroad equipment; all 

vessels, boats, barges and other marine equipment; all airplanes, helicopters, aircraft engines and 

other flight equipment; and all parts, accessories and supplies used in connection with any of the 

foregoing; 

(d) all goods, stock in trade, wares, merchandise and inventory held for the purpose of sale or 

lease in the ordinary course of business; all materials, supplies, inventory and other items of 

personal property which are consumable (otherwise than by ordinary wear and tear) in their use 

in the operation of the Principal Property; all fuel, whether or not any such fuel is in a form 

consumable in the operation of the Principal Property, including separate components of any fuel 

in the forms in which such components exist at any time before, during or after the period of the 

use thereof as fuel; all hand and other portable tools and equipment; and all furniture and 

furnishings; 

(e) all personal property the perfection of a security interest in which is not governed by the 

California Commercial Code; 

(f) all oil, gas and other minerals (as such terms are defined in the California Commercial Code 

as in effect on March 11, 2004); and all coal, ore, gas, oil and other minerals and all timber, and 

all rights and interests in any of the foregoing, whether or not such minerals or timber shall have 

been mined or extracted or otherwise separated from the land; and all electric energy and 

capacity, gas (natural or artificial), steam, water and other products generated, produced, 

manufactured, purchased or otherwise acquired by the Company or any Significant Subsidiary; 

(g) all property which is the subject of a lease agreement, other than a lease agreement that 

results from a sale and leaseback transaction, designating the Company or any Significant 

Exhibit B

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Subsidiary as lessee and all right, title and interest of the Company or any Significant Subsidiary 

in and to such property and in, to and under such lease agreement, whether or not such lease 

agreement is intended as security; provided, however, that the Company’s right, title and interest 

in and to the property which is the subject of the Diablo Canyon Lease, and in to and under the 

Diablo Canyon Lease shall not be Excepted Property; 

(h) all property, real, personal and mixed that is stated in Sections 12.03 and 12.05 to not be 

Principal Property; and 

(i) all proceeds (as such term is defined in the California Commercial Code as in effect on March 

11, 2004) of the foregoing. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Exchange Bonds” means (1) the senior notes issued pursuant to the Indenture in connection 

with a Registered Exchange Offer pursuant to a Registration Rights Agreement in exchange for, 

and having terms substantially identical to, Initial Bonds of the same series and (2) Additional 

Bonds, if any, issued pursuant to a registration statement filed with the Commission under the 

Securities Act. 

“Fair Value”, with respect to property, means the fair value of such property as may be 

determined by reference to (a) the amount which would be likely to be obtained in an arm’slength transaction with respect to such property between an informed and willing buyer and an 

informed and willing seller, under no compulsion, respectively, to buy or sell, (b) the amount of 

investment with respect to such property which, together with a reasonable return thereon, would 

be likely to be recovered through ordinary business operations or otherwise, (c) cost or 

replacement or reproduction cost, in each case less depreciation with respect to such property 

and/or (d) any other relevant factors; provided, however, that the Fair Value of property shall be 

determined without deduction for any senior liens on such property. Fair Value of any property 

may be determined, without physical inspection, by the use of accounting and engineering 

records and other data maintained by the Company (including on the basis of the cost of such 

property). 

“Fixed Rate Senior Notes” means, collectively, the 2027 Notes and the 2047 Notes. 

“Floating Rate Senior Notes” means the 2018 Notes. 

“Global Bond” means a Bond representing all or part of a series of Bonds issued to the 

Depositary for such series in accordance with Section 3.13, and bearing the legend prescribed in 

Section 3.13 and the Appendix. 

“Governmental Authority” means the government of the United States or of any state or 

territory thereof or of the District of Columbia or of any county, municipality or other political 

subdivision of any thereof, or any department, agency, authority or other instrumentality of any 

of the foregoing. 

“Government Obligations” means securities which are (a) (i) direct obligations of the United 

States where the payment or payments thereunder are supported by the full faith and credit of the 

Exhibit B

Page 823

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United States or (ii) obligations of a Person controlled or supervised by and acting as an agency 

or instrumentality of the United States where the timely payment or payments thereunder are 

unconditionally guaranteed as a full faith and credit obligation by the United States or (b) 

depository receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933, 

as amended) as custodian with respect to any such Government Obligation or a specific payment 

of interest on or principal of or other amount with respect to any such Government Obligation 

held by such custodian for the account of the holder of a depository receipt; provided, that, 

(except as required by law) such custodian is not authorized to make any deduction from the 

amount payable to the holder of such depository receipt from any amount received by the 

custodian in respect of the Government Obligation or the specific payment of interest on or 

principal of or other amount with respect to the Government Obligation evidenced by such 

depository receipt. 

“Holder” means a Person in whose name a Bond is registered in the Bond Register. 

“Indenture” means this instrument as originally executed and as it may from time to time be 

supplemented or amended by one or more indentures supplemental hereto entered into pursuant 

to the applicable provisions hereof, including, for all purposes of this instrument and any such 

supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of 

and govern this Indenture and any such supplemental indenture, respectively. 

“Independent”, when applied to any Accountant or other specified Person, means such a Person 

who (a) does not have any direct or indirect material financial interest in the Company or in any 

other obligor upon the Bonds or in any Affiliate of the Company or of such other obligor, (b) is 

not connected with the Company, an Affiliate of the Company or such other obligor as an 

officer, employee, promoter, underwriter, trustee, partner, director or any person performing 

similar functions and (c) is appointed or selected by the Company. 

“Initial 2018 Notes” means the $500,000,000 in aggregate principal amount of the Company’s 

Floating Rate Notes due 2018 issued under the Indenture on the Issue Date and that contains the 

Restricted Global Bond legend. 

“Initial 2027 Notes” means the $1,150,000,000 in aggregate principal amount of the Company’s 

3.30% Senior Notes due 2027 issued under the Indenture on the Issue Date and that contains the 

Restricted Global Bond legend.

“Initial 2047 Notes” means the $850,000,000 in aggregate principal amount of the Company’s 

3.95% Senior Notes due 2047 issued under the Indenture on the Issue Date and that contains the 

Restricted Global Bond legend. 

“Initial Bonds” means (1) the Initial 2018 Notes, the Initial 2027 Notes and the Initial 2047 

Notes and (2) Additional Bonds, if any, issued in a transaction exempt from the registration 

requirements of the Securities Act. 

“Interest Payment Date”, when used with respect to any Bond, means the Stated Maturity of an 

installment of interest on such Bond. 

Exhibit B

Page 824

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“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended, or any 

successor federal statute. 

“Investment Securities” means any of the following obligations or investment property on 

which neither the Company, any other obligor on the Bonds nor any Affiliate of either is the 

obligor: (a) Government Obligations; (b) interest bearing deposit accounts (which may be 

represented by certificates of deposit) in any national or state bank (which may include the 

Trustee or any Paying Agent) or savings association which has outstanding securities rated by a 

nationally recognized rating organization in either of the two (2) highest rating categories 

(without regard to modifiers) for short-term securities or in any of the three (3) highest rating 

categories (without regard to modifiers) for long-term securities; (c) bankers’ acceptances drawn 

on and accepted by any commercial bank (which may include the Trustee or any Paying Agent) 

which has outstanding securities rated by a nationally recognized rating organization in either of 

the two (2) highest rating categories (without regard to modifiers) for short-term securities or in 

any of the three (3) highest rating categories (without regard to modifiers) for long-term 

securities; (d) direct obligations of, or obligations the principal of and interest on which are 

unconditionally guaranteed by, any state or territory of the United States or the District of 

Columbia, or any political subdivision of any of the foregoing, which are rated by a nationally 

recognized rating organization in either of the two (2) highest rating categories (without regard to 

modifiers) for short-term securities or in any of the three (3) highest rating categories (without 

regard to modifiers) for long-term securities; (e) bonds or other obligations of any agency or 

instrumentality of the United States; (f) corporate debt securities which are rated by a nationally 

recognized rating organization in either of the two (2) highest rating categories (without regard to 

modifiers) for short-term securities or in any of the three (3) highest rating categories (without 

regard to modifiers) for long-term securities; (g) repurchase agreements with respect to any of 

the foregoing obligations or securities with any banking or financial institution (which may 

include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally 

recognized rating organization in either of the two (2) highest rating categories (without regard to 

modifiers) for short-term securities or in any of the three (3) highest rating categories (without 

regard to modifiers) for long-term securities; (h) securities issued by any regulated investment 

company (including any investment company for which the Trustee or any Paying Agent is the 

advisor), as defined in Section 851 of the Internal Revenue Code or any such successor section 

of the Internal Revenue Code, provided that the portfolio of such investment company is limited 

to obligations or securities of the character and investment quality contemplated in clauses (a) 

through (f) above and repurchase agreements which are fully collateralized by any of such 

obligations or securities; and (i) any other obligations or securities which may lawfully be 

purchased by the Company. 

“Issue Date” means November 29, 2017. 

“Lien” means any mortgage, deed of trust, pledge, security interest, encumbrance, easement, 

lease, reservation, restriction, servitude, charge or similar right and any other lien of any kind, 

including, without limitation, any conditional sale or other title retention agreement, any lease in 

the nature thereof, and any defect, irregularity, exception or limitation in record title or, when the 

context so requires, any lien, claim or interest arising from any of the foregoing. 

Exhibit B

Page 825

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“Maturity”, when used with respect to any Bond, means the date on which the principal of such 

Bond becomes due and payable as provided in such Bond or in this Indenture, whether at the 

Stated Maturity, by declaration of acceleration, upon call for redemption or otherwise. 

“Net Tangible Assets” means the total amount of the Company’s assets determined on a 

consolidated basis in accordance with generally accepted accounting principles as of a date 

determined pursuant to Section 7.07(b), less (a) the sum of the Company’s consolidated current 

liabilities determined in accordance with generally accepted accounting principles, and (b) the 

amount of the Company’s consolidated assets classified as intangible assets, determined in 

accordance with generally accepted accounting principles, including, but not limited to, such 

items as goodwill, trademarks, trade names, patents, and unamortized debt discount and expense 

and regulatory assets carried as an asset on the Company’s consolidated balance sheet. 

“Notice of Default” has the meaning specified in Section 9.01(c). 

“Officer’s Certificate” means a certificate signed by an Authorized Officer and delivered to the 

Trustee. 

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the 

Company or other counsel acceptable to the Trustee and who may be an employee, an Affiliate 

or an employee of an Affiliate of the Company. 

“Outstanding”, when used with respect to Bonds, means, as of the date of determination, all 

Bonds theretofore authenticated and delivered under this Indenture, except: 

(a) Bonds theretofore canceled or delivered to the Bond Registrar or the Trustee for cancellation; 

(b) Bonds deemed to have been paid for all purposes of this Indenture in accordance with Section 

8.01 (whether or not the Company’s indebtedness in respect thereof shall be satisfied and 

discharged for any other purpose); and 

(c) Bonds, the principal of, premium, if any, and interest, if any, on which have been fully paid 

pursuant to the third paragraph of Section 3.06 or in exchange for or in lieu of which other Bonds 

have been authenticated and delivered pursuant to this Indenture, other than any such Bonds in 

respect of which there shall have been presented to the Trustee proof satisfactory to it and the 

Company that such Bonds are held by a protected purchaser; 

provided, however, that in determining whether or not the Holders of the requisite principal 

amount of the Bonds Outstanding under this Indenture, or the Outstanding Bonds of any series, 

have given any request, demand, authorization, direction, notice, consent or waiver hereunder or 

whether or not a quorum is present at a meeting of Holders of Bonds, 

(x) Bonds owned by the Company or any other obligor upon the Bonds or any Affiliate of the 

Company or of such other obligor (unless the Company, such obligor and/or such Affiliate owns 

all Bonds Outstanding under this Indenture, or all Outstanding Bonds of each such series, 

determined without regard to this clause (x)) shall be disregarded and deemed not to be 

Outstanding, except that, in determining whether the Trustee shall be protected in relying upon 

any such request, demand, authorization, direction, notice, consent or waiver or upon any such 

Exhibit B

Page 826

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determination as to the presence of a quorum, only Bonds which the Trustee actually knows to 

be so owned shall be so disregarded; provided, however, that Bonds so owned which have been 

pledged in good faith may be regarded as Outstanding if it is established to the reasonable 

satisfaction of the Trustee that the pledgee, and not the Company, any such other obligor or 

Affiliate of either thereof, has the right so to act with respect to such Bonds and that the pledgee 

is not the Company or any other obligor upon the Bonds or any Affiliate of the Company or of 

such other obligor; and provided, further, that in no event shall any Bond which shall have been 

delivered to evidence, enhance or secure, in whole or in part, the Company’s obligations in 

respect of other indebtedness be deemed to be owned by the Company if the principal of such 

Bond is payable, whether at Stated Maturity or upon mandatory redemption, at the same time as 

the principal of such other indebtedness is payable, whether at Stated Maturity or upon 

mandatory redemption or acceleration, but only to the extent of such portion of the principal 

amount of such Bond as does not exceed the principal amount of such other indebtedness; and 

(y) [Reserved]. 

“Paying Agent” means any Person, including the Company, authorized by the Company to pay 

the principal of and premium, if any, or interest, if any, on any Bonds on behalf of the Company. 

“Person” means any individual, corporation, limited liability partnership, joint venture, trust or 

unincorporated organization, or any other entity, whether or not a legal entity, or any 

Governmental Authority. 

“Place of Payment”, when used with respect to Bonds of any series, means the place or places, 

specified therein at which the principal of and premium, if any, and interest, if any, on the Bonds 

of such series are payable, subject, in either case, to Section 7.02. 

“Predecessor Bond” of any particular Bond means every previous Bond evidencing all or a 

portion of the same debt as that evidenced by such particular Bond; and, for the purposes of this 

definition, any Bond authenticated and delivered under Section 3.06 in exchange for or in lieu of 

a mutilated, destroyed, lost or stolen Bond shall be deemed (to the extent lawful) to evidence the 

same debt as the mutilated, destroyed, lost or stolen Bond. 

“Primary Treasury Dealer” means a primary dealer in U.S. Government Securities. 

“Principal Property” means any property of the Company or any Significant Subsidiary, as 

applicable, other than Excepted Property. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. 

“Quotation Agent” means, with respect to a given series of Bonds, the Reference Treasury 

Dealer appointed by the Company in respect of such series. 

“Redemption Date”, when used with respect to any Bond to be redeemed, means the date fixed 

for such redemption by or pursuant to this Indenture. 

“Redemption Price”, when used with respect to any Bond to be redeemed, means the price at 

which it is to be redeemed pursuant to this Indenture which price shall include principal of and 

Exhibit B

Page 827

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premium, if any, payable on such Bond but shall not include any accrued interest payable with 

respect to such Bond. 

“Reference Treasury Dealer”, with respect to the Fixed Rate Senior Notes, means (1) each of 

Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill 

Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC and their 

respective successors, unless any of them ceases to be a Primary Treasury Dealer, in which case 

the Company shall substitute another Primary Treasury Dealer; and (2) any other Primary 

Treasury Dealer selected by the Company. 

“Reference Treasury Dealer Quotations”, with respect to the Fixed Rate Senior Notes and 

with respect to each Reference Treasury Dealer and any Redemption Date related to Fixed Rate 

Senior Notes, means, the average, as determined by the Company, of the bid and asked prices for 

the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) 

quoted in writing to the Company by that Reference Treasury Dealer at 5:00 p.m., New York 

City time, on the third Business Day preceding such Redemption Date. 

“Registered Exchange Offer” means the offer by the Company, pursuant to a Registration 

Rights Agreement, to certain Holders of Initial Bonds, to issue and deliver to such Holders, in 

exchange for the Initial Bonds, a like aggregate principal amount of Exchange Bonds of the same 

series registered under the Securities Act. 

“Registration Rights Agreement” means (1) with respect to the Initial Bonds, the Registration 

Rights Agreement dated as of the Issue Date, among the Company and Barclays Capital Inc., 

Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & 

Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the initial purchasers 

listed therein and (2) with respect to each issuance of Additional Bonds issued in a transaction 

exempt from the registration requirements of the Securities Act, the registration rights 

agreement, if any, among the Company and the Persons purchasing such Additional Bonds under 

the related Purchase Agreement. 

“Regular Record Date” for the interest payable on any Interest Payment Date on the Bonds of 

any series means the date specified for that purpose. 

“Remaining Scheduled Payments” means, with respect to each Fixed Rate Senior Note that the 

Company is redeeming pursuant to the redemption terms of a Bond, the remaining scheduled 

payments of principal and interest that would be due after the applicable Redemption Date if 

such Fixed Rate Senior Note were not redeemed. However, if the Redemption Date is not a 

scheduled Interest Payment Date with respect to that Fixed Rate Senior Note, the amount of the 

next succeeding scheduled interest payment on that Fixed Rate Senior Note will be reduced by 

the amount of interest accrued on such Fixed Rate Senior Note to the Redemption Date. 

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee 

with direct responsibility for the administration of this Indenture and also means, with respect to 

a particular corporate trust matter, any other officer of the Trustee to whom such matter is 

referred because of such officer’s knowledge of and familiarity with the particular subject. 

Exhibit B

Page 828

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“Significant Subsidiary” shall have the meaning specified in Rule 1-02(w) of Regulation S-X 

under the Securities Act of 1933, as amended; provided that, Significant Subsidiary shall not 

include any Person, substantially all the assets of which are Excepted Property. 

“Special Record Date” for the payment of any Defaulted Interest on the Bonds of any series 

means a date fixed by the Trustee pursuant to Section 3.07. 

“Stated Interest Rate” means a rate (whether fixed or variable) at which an obligation by its 

terms is stated to bear simple interest. Any calculation or other determination to be made under 

this Indenture by reference to the Stated Interest Rate on an obligation shall be made (a) if the 

Company’s obligations in respect of any other indebtedness shall be evidenced, enhanced or 

secured in whole or in part by such obligation, by reference to the lower of the Stated Interest 

Rate on such obligation and the Stated Interest Rate on such other indebtedness and (b) without 

regard to the effective interest cost to the Company of such obligation or of any such other 

indebtedness. 

“Stated Maturity”, when used with respect to any obligation (including any Bond of any series) 

or any installment of principal thereof or interest thereon, means the date on which the principal 

of such obligation or such installment of principal or interest is stated to be due and payable 

(without regard to any provisions for redemption, prepayment, acceleration, purchase or 

extension). 

“Subsidiary” means (i) any corporation at least a majority of the outstanding voting stock or 

interest of which is owned, directly or indirectly, by the Company or by one or more 

Subsidiaries, or by the Company and one or more Subsidiaries or (ii) any other Person (other 

than a corporation) of which the Company and/or one or more Subsidiaries has at least a majority 

ownership and power to direct the policies, management and affairs. For the purposes of this 

definition, “voting stock” means stock having voting power for the election of directors, whether 

at all times or only so long as no senior class of stock has such voting power by reason of any 

contingency. 

“Successor Corporation” has the meaning specified in Section 12.01. 

“supplemental indenture” or “indenture supplemental hereto” means an instrument 

supplementing or amending this Indenture executed and delivered pursuant to Article XIII. 

“Swap Agreement” means any agreement with respect to any swap, forward, future or 

derivative transaction or option or similar agreement involving, or settled by reference to, one or 

more rates, currencies, commodities, equity or debt instruments or securities, or economic, 

financial or pricing indices or measures of economic, financial or pricing risk or value or any 

similar transaction or any combination of these transactions. 

“Trust Indenture Act” means, as of any time, the Trust Indenture Act of 1939 or any successor 

statute, as in effect at such time. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until 

a successor trustee shall have become such pursuant to the applicable provisions of this 

Indenture, and thereafter “Trustee” shall mean the Person which shall have become a successor 

Exhibit B

Page 829

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trustee pursuant to the applicable provisions of this Indenture, and, if at any time there is more 

than one Person acting as trustee hereunder, “Trustee” shall mean each such Person so acting. 

“United States” means the United States of America, its territories, its possessions and other 

areas subject to its political jurisdiction. 

“U.S. Government Securities” means securities which are (a) direct obligations of the United 

States of America for the payment on which its full faith and credit is pledged or (b) obligations 

of a Person controlled or supervised by and acting as an agency or instrumentality of the United 

States of America the payment of which is unconditionally guaranteed as a full faith and credit 

obligation of the United States of America, and which in the case of (a) and (b) are not callable 

or redeemable at the option of the issuer thereof, and shall also include a depository receipt 

issued by a bank or trust company as custodian with respect to any such U.S. Government 

Security or a specific payment of interest on or principal of any such U.S. Government Security 

held by such custodian for the account of the holder of a depository receipt, provided that (except 

as required by law) such custodian is not authorized to make any deduction from the amount 

payable to the holder of such depository receipt from any amount received by the custodian in 

respect of the U.S. Government Security evidenced by such depository receipt. 

SECTION 1.02. Compliance Certificates and Opinions. 

Except as otherwise expressly provided in this Indenture, upon any application or request by the 

Company to the Trustee to take any action under any provision of this Indenture, the Company 

shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, 

provided for in this Indenture relating to the proposed action have been complied with and an 

Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if 

any, have been complied with, it being understood that in the case of any such application or 

request as to which the furnishing of such documents is specifically required by any provision of 

this Indenture relating to such particular application or request, no additional certificate or 

opinion need be furnished. 

Every certificate or opinion with respect to compliance with a condition or covenant provided for 

in this Indenture (other than the certificates provided pursuant to Section 7.06) shall include: 

(a) a statement that each Person signing such certificate or opinion has read such covenant or 

condition and the definitions herein relating thereto; 

(b) a brief statement as to the nature and scope of the examination or investigation upon which 

the statements or opinions contained in such certificate or opinion are based; 

(c) a statement that, in the opinion of each such Person, such Person has made such examination 

or investigation as is necessary to enable such Person to express an informed opinion as to 

whether or not such covenant or condition has been complied with; and 

(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has 

been complied with. 

Exhibit B

Page 830

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SECTION 1.03. Content and Form of Documents Delivered to Trustee. 

Any Officer’s Certificate may be based (without further examination or investigation), insofar as 

it relates to or is dependent upon legal matters, upon an opinion of, or representations by, 

counsel, and, insofar as it relates to or is dependent upon matters which are subject to verification 

by Accountants, upon a certificate or opinion of, or representations by, an Accountant, unless, in 

any case, such officer has actual knowledge that the certificate or opinion or representations with 

respect to the matters upon which such Officer’s Certificate may be based as aforesaid are 

erroneous. 

Any certificate of an Accountant may be based (without further examination or investigation), 

insofar as it relates to or is dependent upon legal matters, upon an opinion of, or representations 

by, counsel, and insofar as it relates to or is dependent upon factual matters, information with 

respect to which is in the possession of the Company and which are not subject to verification by 

Accountants, upon a certificate of, or representations by, an officer or officers of the Company, 

unless such Accountant has actual knowledge that the certificate or opinion or representations 

with respect to the matters upon which his certificate or opinion may be based as aforesaid are 

erroneous. 

Any Opinion of Counsel may be based (without further examination or investigation), insofar as 

it relates to or is dependent upon factual matters, information with respect to which is in the 

possession of the Company, upon a certificate of, or representations by, an officer or officers of 

the Company, and, insofar as it relates to or is dependent upon matters which are subject to 

verification by Accountants upon a certificate or opinion of, or representations by, an 

Accountant, unless such counsel has actual knowledge that the certificate or opinion or 

representations with respect to the matters upon which his opinion may be based as aforesaid are 

erroneous. In addition, any Opinion of Counsel may be based (without further examination or 

investigation), insofar as it relates to or is dependent upon matters covered in an Opinion of 

Counsel rendered by other counsel, upon such other Opinion of Counsel, unless such counsel has 

actual knowledge that the Opinion of Counsel rendered by such other counsel with respect to the 

matters upon which his Opinion of Counsel may be based as aforesaid are erroneous. If, in order 

to render any Opinion of Counsel provided for herein, the signer thereof shall deem it necessary 

that additional facts or matters be stated in any Officer’s Certificate or certificate of an 

Accountant provided for herein, then such certificate may state all such additional facts or 

matters as the signer of such Opinion of Counsel may request. 

In any case where several matters are required to be certified by, or covered by an opinion of, 

any specified Person, it is not necessary that all such matters be certified by, or covered by the 

opinion of, only one such Person, or that they be so certified or covered by only one document, 

but one such Person may certify or give an opinion with respect to some matters and one or more 

other such Persons as to other matters, and any such Person may certify or give an opinion as to 

such matters in one or several documents. Where any Person is required to make, give or execute 

two or more applications, requests, consents, certificates, statements, opinions or other 

instruments under this Indenture, they may, but need not, be consolidated and form one 

instrument. 

Exhibit B

Page 831

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Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s 

Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or 

other inadvertent or unintentional error or omission shall be discovered therein, a new document 

or instrument may be substituted therefor in corrected form with the same force and effect as if 

originally filed in the corrected form and, irrespective of the date or dates of the actual execution 

and/or delivery thereof, such substitute document or instrument shall be deemed to have been 

executed and/or delivered as of the date or dates required with respect to the document or 

instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, 

if any such corrective document or instrument indicates that action has been taken by or at the 

request of the Company which could not have been taken had the original document or 

instrument not contained such error or omission, the action so taken shall not be invalidated or 

otherwise rendered ineffective but shall be and remain in full force and effect, except to the 

extent that such action was a result of willful misconduct or bad faith. Without limiting the 

generality of the foregoing, any Bonds issued under the authority of such defective document or 

instrument shall nevertheless be the valid obligations of the Company entitled to the benefit of 

this Indenture equally and ratably with all other Outstanding Bonds, except as aforesaid. 

SECTION 1.04. Acts of Holders. 

(a) Any request, demand, authorization, direction, notice, consent, election, waiver or other 

action provided by this Indenture to be made, given or taken by Holders may be embodied in and 

evidenced by one or more instruments of substantially similar tenor signed by such Holders in 

person or by an agent duly appointed in writing or, alternatively, may be embodied in and 

evidenced by the record of Holders voting in favor thereof, either in person or by proxies duly 

appointed in writing, at any meeting of Holders duly called and held in accordance with the 

provisions of Article XIV, or a combination of such instruments and any such record. Except as 

herein otherwise expressly provided, such action shall become effective when such instrument or 

instruments or record or both are delivered to the Trustee and, where it is hereby expressly 

required, to the Company. Such instrument or instruments and any such record (and the action 

embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the 

Holders signing such instrument or instruments and so voting at any such meeting. Proof of 

execution of any such instrument or of a writing appointing any such agent, or of the holding by 

any Person of a Bond, shall be sufficient for any purpose of this Indenture and (subject to Section 

10.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in 

this Section. The record of any meeting of Holders shall be proved in the manner provided in 

Section 14.06. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be 

proved by the affidavit of a witness of such execution or by a certificate of a notary public or 

other officer authorized by law to take acknowledgments of deeds, certifying that the individual 

signing such instrument or writing acknowledged to him the execution thereof or may be proved 

in any other manner which the Trustee and the Company deem sufficient. Where such execution 

is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit 

shall also constitute sufficient proof of his authority. 

(c) The ownership, principal amount and serial numbers of Bonds held by any Person, and the 

date of holding the same, shall be proved by the Bond Register. 

Exhibit B

Page 832

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(d) Any request, demand, authorization, direction, notice, consent, election, waiver or other Act 

of a Holder shall bind every future Holder of the same Bond and the Holder of every Bond 

issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in 

respect of anything done, omitted or suffered to be done by the Trustee or the Company in 

reliance thereon, whether or not notation of such action is made upon such Bond. 

(e) Until such time as written instruments shall have been delivered to the Trustee with respect to 

the requisite percentage of principal amount of Bonds for the action contemplated by such 

instruments, any such instrument executed and delivered by or on behalf of a Holder may be 

revoked with respect to any or all of such Bonds by written notice by such Holder or any 

subsequent Holder, proven in the manner in which such instrument was proven. 

(f) Bonds of any series authenticated and delivered after any Act of Holders may, and shall if 

required by the Trustee, bear a notation in form approved by the Trustee as to any action taken 

by such Act of Holders. If the Company shall so determine, new Bonds of any series so modified 

as to conform, in the opinion of the Trustee and the Company, to such action may be prepared 

and executed by the Company and authenticated and delivered by the Trustee in exchange for 

Outstanding Bonds of such series. 

(g) The Company may, at its option, by Company Order, fix in advance a record date for the 

determination of Holders entitled to give any request, demand, authorization, direction, notice, 

consent, waiver or other Act solicited by the Company, but the Company shall have no 

obligation to do so. In addition, the Trustee may, at its option, fix in advance a record date for the 

determination of Holders entitled to join in the giving or making of any Notice of Default, any 

declaration of acceleration referred to in Section 9.02, any request to institute proceedings 

referred to in Section 9.07 or any direction referred to in Section 9.12. If any such record date is 

fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act, or 

such notice, declaration, request or direction, may be given before or after such record date, but 

only the Holders of record at the close of business on the record date shall be deemed to be 

Holders for the purposes of determining (i) whether Holders of the requisite proportion of the 

Outstanding Bonds have authorized or agreed or consented to such Act (and for that purpose the 

Outstanding Bonds shall be computed as of the record date) and/or (ii) which Holders may 

revoke any such Act (notwithstanding subsection (e) of this Section); and any such Act, given as 

aforesaid, shall be effective whether or not the Holders which authorized or agreed or consented 

to such Act remain Holders after such record date and whether or not the Bonds held by such 

Holders remain Outstanding after such record date. 

SECTION 1.05. Notices, Etc. to Trustee and Company. 

Except as otherwise provided herein, any request, demand, authorization, direction, notice, 

consent, election, waiver or Act of Holders or other document provided or permitted by this 

Indenture to be made or served upon, given or furnished to, or filed with, the Trustee by any 

Holder or by the Company, or the Company by the Trustee or by any Holder, shall be sufficient 

for every purpose hereunder (unless otherwise expressly provided herein) if the same shall be in 

writing and delivered personally to the addressee (which delivery, with respect to the Trustee, 

shall be made to its Corporate Trust Office and addressed to the attention of the Corporate Trust 

Administration), or transmitted by facsimile transmission or other direct written electronic means 

Exhibit B

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to such telephone number or other electronic communications address as the parties hereto shall 

from time to time designate, or transmitted by registered or certified mail, return receipt 

requested, or overnight courier guaranteeing next day delivery, charges prepaid, to the applicable 

address set forth opposite such party’s name below or to such other address as either party hereto 

may from time to time designate: 

If to the Trustee, to: 

The Bank of New York Mellon Trust Company, N.A. 

400 South Hope Street, Suite 500 

Los Angeles, CA 90071 

Attention: Global Corporate Trust Unit 

Tel: (213) 630-6175 

Fax: (213) 630-6298 

If to the Company, to: 

Pacific Gas and Electric Company 

77 Beale Street (street address) 

P.O. Box 770000 

San Francisco, California 94177 

Attention: Treasurer and Assistant Treasurer 

Fax: (415) 973-4343/267-7265 

Any communication contemplated herein shall be deemed to have been made, given, furnished 

and filed if personally delivered, on the date of delivery, if transmitted by facsimile transmission 

or other direct written electronic means, on the date of transmission, and if transmitted by 

registered or certified mail or reputable overnight courier, on the date of receipt. 

SECTION 1.06. Notice to Holders of Bonds; Waiver. 

Except as otherwise expressly provided herein, where this Indenture provides for notice to 

Holders of any event, such notice shall be sufficiently given, and shall be deemed given, to 

Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by such 

event, at the address of such Holder as it appears in the Bond Register, not later than the latest 

date, and not earlier than the earliest date, prescribed for the giving of such notice. 

In case by reason of the suspension of regular mail service or by reason of any other cause it 

shall be impracticable to give such notice to Holders by mail, then such notification as shall be 

made with the approval of the Trustee shall constitute a sufficient notification for every purpose 

hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such 

notice, nor any defect in any notice so mailed, to any particular Holder shall affect the 

sufficiency of such notice with respect to other Holders. 

Any notice required by this Indenture may be waived in writing by the Person entitled to receive 

such notice, either before or after the event otherwise to be specified therein, and such waiver 

shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the 

Exhibit B

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Trustee, but such filing shall not be a condition precedent to the validity of any action taken in 

reliance upon such waiver. 

SECTION 1.07. Conflict With Trust Indenture Act. 

If any provision of this Indenture limits, qualifies or conflicts with another provision hereof 

which is required or deemed to be included in this Indenture by any provision of the Trust 

Indenture Act, the provision required or deemed to be included by the Trust Indenture Act shall 

control; and if any provision hereof otherwise conflicts with the Trust Indenture Act, or limits, 

qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture Act, the 

Trust Indenture Act, including the duties imposed by Section 318(c) of the Trust Indenture Act, 

shall control. 

SECTION 1.08. Effect of Headings and Table of Contents. 

The Article and Section headings in this Indenture and the Table of Contents are for convenience 

only and shall not affect the construction hereof. 

SECTION 1.09. Successors and Assigns. 

All covenants and agreements in this Indenture by the Company and the Trustee shall bind their 

respective successors and assigns, whether so expressed or not. 

SECTION 1.10. Separability Clause. 

In case any provision in this Indenture or the Bonds shall be held to be invalid, illegal or 

unenforceable, the validity, legality and enforceability of the remaining provisions shall not in 

any way be affected or impaired thereby. 

SECTION 1.11. Benefits of Indenture. 

Nothing in this Indenture or the Bonds, express or implied, shall give to any Person, other than 

the parties hereto, their successors hereunder and the Holders, any benefit or any legal or 

equitable right, remedy or claim under this Indenture. 

SECTION 1.12. Governing Law. 

This Indenture and the Bonds shall be governed by, and construed and enforced in accordance 

with, the laws of the State of New York without regard to the principles of conflicts of laws 

thereunder, except to the extent that the Trust Indenture Act shall be applicable. 

SECTION 1.13. Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Bond 

shall not be a Business Day at any Place of Payment, then (except as otherwise provided in the 

Float Rate Senior Notes) payment of interest or principal and premium, if any, need not be made 

at such Place of Payment on such date, but may be made on the next succeeding Business Day at 

such Place of Payment with the same force and effect as if made on the Interest Payment Date or 

Exhibit B

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Redemption Date, or at the Stated Maturity, and, if such payment is made or duly provided for 

on such Business Day, no interest shall accrue on the amount so payable for the period from and 

after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, to 

such Business Day. 

SECTION 1.14. Investment of Cash Held by Trustee. 

Any cash held by the Trustee or any Paying Agent under any provision of this Indenture shall, 

except as otherwise provided in Article VIII, at the request of the Company evidenced by 

Company Order, be invested or reinvested in Investment Securities selected and designated by 

the Company (such Company Order to contain a representation to the effect that the securities 

designated therein constitute Investment Securities), and any interest on such Investment 

Securities shall be promptly paid over to the Company as received. Such Investment Securities 

shall be held subject to the same provisions hereof as the cash used to purchase the same, but 

upon a like request of the Company shall be sold, in whole or in designated part, and the 

proceeds of such sale shall be held subject to the same provisions hereof as the cash used to 

purchase the Investment Securities so sold. If such sale shall produce a net sum less than the cost 

of the Investment Securities so sold, the Company shall pay to the Trustee or any such Paying 

Agent, as the case may be, such amount in cash as, together with the net proceeds from such sale, 

shall equal the cost of the Investment Securities so sold, and if such sale shall produce a net sum 

greater than the cost of the Investment Securities so sold, the Trustee or any such Paying Agent, 

as the case may be, shall promptly pay over to the Company an amount in cash equal to such 

excess. In no event shall the Trustee be liable for any loss incurred in connection with the sale of 

any Investment Security pursuant to this Section. In the absence of a Company Order directing 

the Trustee to invest cash held by the Trustee hereunder, such funds shall remain uninvested. The 

Trustee shall not be accountable or liable for any losses resulting from the sale or depreciation in 

the market value of investments made pursuant to this Indenture and Company Orders. 

SECTION 1.15. Electronic or Facsimile Communication. 

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture 

sent by the Company by unsecured e-mail, facsimile transmission or other similar unsecured 

electronic methods; provided, however, that (a) subsequent to such transmission of written 

instructions, the Company shall provide the originally executed instructions or directions to the 

Trustee in a timely manner, and (b) such originally executed instructions or directions shall be 

signed by an authorized representative of the Company providing such instructions or directions. 

If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a 

similar electronic method) and the Trustee in its discretion elects to act upon such instructions, 

the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall 

not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s 

reliance upon and compliance with such instructions notwithstanding such instructions conflict 

or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks 

arising out of the use of such electronic methods to submit instructions and directions to the 

Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, 

and the risk or interception and misuse by third parties. 

Exhibit B

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SECTION 1.16. WAIVER OF JURY TRIAL. 

EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO 

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT 

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING 

TO THIS INDENTURE, THE BONDS OR THE TRANSACTIONS CONTEMPLATED 

HEREBY. 

SECTION 1.17. Qualification of Indenture. 

The Company shall qualify this Indenture under the Trust Indenture Act in accordance with the 

terms and conditions of the Registration Rights Agreement dated as of the Issue Date. The 

Trustee shall be entitled to receive from the Company any such Officers’ Certificates, Opinions 

of Counsel or other documentation as it may reasonably request in connection with any such 

qualification of this Indenture under the Trust Indenture Act. 

ARTICLE II 

[RESERVED.] 

ARTICLE III 

THE BONDS 

SECTION 3.01. Amount Unlimited. 

The aggregate principal amount of Bonds which may be authenticated and delivered under this 

Indenture is unlimited and the Company may issue an unlimited principal amount of Additional 

Bonds in accordance with Section 3.14 hereof. 

SECTION 3.02. Form and Dating; Denominations. 

Provisions relating to the Initial Bonds and the Exchange Bonds are set forth in the Rule 

144A/Regulation S Appendix attached hereto (the “Appendix”), which is hereby incorporated in 

and expressly made a part of this Indenture. The Initial Bonds and the Exchange Bonds and the 

Trustee’s certificate of authentication for such Bonds shall be substantially in the form of 

Exhibit 1 to the Appendix which is hereby incorporated in and expressly made a part of this 

Indenture. 

The Bonds shall bear such legends as may be required by the Appendix and may have such other 

notations, legends or endorsements required by law, stock exchange rule, agreements to which 

the Company is subject, if any, or usage (provided that any such notation, legend or endorsement 

is in a form acceptable to the Company). 

The Bonds of each series shall be issuable in denominations of One Hundred Thousand Dollars 

($100,000) and any integral multiple of One Thousand Dollars ($1,000) thereafter. 

Exhibit B

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SECTION 3.03. Execution, Dating, Certificate of Authentication. 

The Bonds shall be executed on behalf of the Company by any two of the following: the 

President, the Chief Executive Officer, any Vice President, the Chief Financial Officer, the 

Treasurer or any Assistant Treasurer. The corporate seal of the Company may be affixed thereto 

or reproduced thereon and attested by the Company’s Corporate Secretary or any other officer of 

the Company as permitted by the Company’s bylaws. The signature of any or all of these officers 

on the Bonds may be manual or facsimile. 

Bonds bearing the manual or facsimile signatures of individuals who were at the time of 

execution the President, the Chief Executive Officer, a Vice President, the Chief Financial 

Officer, the Treasurer or an Assistant Treasurer of the Company shall bind the Company, 

notwithstanding that such individuals or any of them have ceased to hold such offices prior to the 

authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds. 

Each Bond shall be dated the date of its authentication. 

No Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any 

purpose unless there appears on such Bond a certificate of authentication substantially in the 

form provided for in Exhibit 1 executed by the Trustee or an Authenticating Agent by manual 

signature of an authorized officer thereof, and such certificate upon any Bond shall be conclusive 

evidence, and the only evidence, that such Bond has been duly authenticated and delivered 

hereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any 

Bond shall have been authenticated and delivered hereunder to the Company, or any Person 

acting on its behalf, but shall never have been issued and sold (or pledged) by the Company, and 

(a) the Company shall deliver such Bond to the Bond Registrar for cancellation or shall cancel 

such Bond and deliver evidence of such cancellation to the Trustee, in each case as provided in 

Section 3.09, and (b) the Company, at its election, shall deliver to the Trustee a written statement 

(which need not comply with Section 1.02 and need not be accompanied by an Officer’s 

Certificate or an Opinion of Counsel) stating that such Bond has never been issued and sold (or 

pledged) by the Company, then, for all purposes of this Indenture, such Bond shall be deemed 

never to have been authenticated and delivered hereunder and shall never be entitled to the 

benefits hereof. 

SECTION 3.04. Temporary Bonds. 

Pending the preparation of definitive Bonds of any series, the Company may execute, and upon 

Company Order the Trustee shall authenticate and deliver, temporary Bonds which are printed, 

lithographed, typewritten, mimeographed, photocopied or otherwise produced, in any authorized 

denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, 

with such appropriate insertions, omissions, substitutions and other variations as the officers 

executing such Bonds may determine, as evidenced by their execution of such Bonds. 

After the preparation of definitive Bonds of such series, the temporary Bonds of such series shall 

be exchangeable, without charge to the Holder thereof, for definitive Bonds of such series upon 

surrender of such temporary Bonds at the office or agency of the Company maintained pursuant 

to Section 7.02 in a Place of Payment for such Bonds. Upon such surrender of temporary Bonds, 

Exhibit B

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the Company shall, in accordance with the procedures set forth in the Appendix, execute and the 

Trustee shall authenticate and deliver in exchange therefor definitive Bonds of the same series, 

of authorized denominations and of like tenor and aggregate principal amount. 

Until exchanged in full as hereinabove provided, temporary Bonds shall in all respects be 

entitled to the same benefits under this Indenture as definitive Bonds of the same series and of 

like tenor authenticated and delivered hereunder. 

SECTION 3.05. Registration, Registration of Transfer and Exchange. 

The Company shall cause to be kept in one of the offices designated pursuant to Section 7.02, 

with respect to the Bonds of each series, a register (the “Bond Register”) in which, subject to 

such reasonable regulations as it may prescribe, the Company shall provide for the registration of 

Bonds of such series and the registration of transfer thereof. The Company shall designate one 

Person to maintain the Bond Register for the Bonds of each series, and such Person is referred to 

herein, with respect to such series, as the “Bond Registrar”. Anything herein to the contrary 

notwithstanding, the Company may designate one or more of its offices as an office in which a 

Bond Register with respect to the Bonds of one or more series shall be maintained, and the 

Company may designate itself the Bond Registrar with respect to one or more of such series. The 

Bond Register(s) shall be open for inspection by the Trustee and the Company at all reasonable 

times. 

The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the Bonds. 

The Place of Payment of the Bonds shall be the Corporate Trust Office of the Trustee. 

Except as provided below with respect to Global Bonds, upon surrender for registration of 

transfer of any Bond of such series at the office or agency of the Company maintained pursuant 

to Section 7.02 in a Place of Payment for such series, the Company shall execute, and the Trustee 

shall authenticate and deliver, in each case in accordance with the procedures set forth in the 

Appendix, the name of the designated transferee or transferees, one or more new Bonds of the 

same series of authorized denominations and of like tenor and aggregate principal amount. 

Any Bond of such series may be exchanged at the option of the Holder, for one or more new 

Bonds of the same series of authorized denominations and of like tenor and aggregate principal 

amount, upon surrender of the Bonds to be exchanged at any such office or agency. Whenever 

any Bonds are so surrendered for exchange, the Company shall execute, and the Trustee shall 

authenticate and deliver, in each case in accordance with the procedures set forth in the 

Appendix, the Bonds which the Holder making the exchange is entitled to receive. 

All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid 

obligations of the Company, evidencing the same obligation, and entitled to the same benefits 

under this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. 

Every Bond presented or surrendered for registration of transfer shall be duly endorsed or shall 

be 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 thereof or his 

attorney duly authorized in writing. Every Bond presented or surrendered for exchange shall (if 

so required by the Company, the Trustee or the Bond Registrar) be duly endorsed or shall be 

Exhibit B

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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 thereof or such Holder’s 

attorney duly authorized in writing. 

No service charge shall be made for any registration of transfer or exchange of Bonds, but the 

Company may require payment of a sum sufficient to cover any tax or other governmental 

charge that may be imposed in connection with any registration of transfer or exchange of 

Bonds, other than exchanges pursuant to Section 3.04, 6.06 or 13.06 not involving any transfer. 

The Company shall not be required to execute or to provide for the registration of transfer of or 

the exchange of (a) Bonds of any series during a period of fifteen (15) days immediately 

preceding the date notice is to be given identifying the serial numbers of the Bonds of such series 

called for redemption or (b) any Bond so selected for redemption in whole or in part, except the 

unredeemed portion of any Bond being redeemed in part. 

Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or 

in part for Bonds in certificated form, a Global Bond representing all or a portion of the Bonds of 

a series may not be transferred except as a whole by the Depositary for such series to a nominee 

of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of 

such Depositary or by such Depositary or any such nominee to a successor Depositary for such 

series or a nominee of such successor Depositary. 

If at any time (i) the Depositary for the Bonds of a series notifies the Company that it is 

unwilling or unable to continue as Depositary for the Bonds of such series or that it is no longer 

eligible under Section 3.13, and in any such case the Company has not appointed a successor 

Depositary within ninety (90) days after delivery of such notice, (ii) there has occurred and is 

continuing an Event of Default, or (iii) the Company in its sole discretion determines that the 

Bonds of any series issued in the form of one or more Global Bonds shall no longer be 

represented by such Global Bond or Bonds, then in each such event the Company will execute, 

and the Trustee, upon receipt of a Company Order for the authentication and delivery of 

certificated Bonds of such series, will authenticate and deliver, in each case in accordance with 

the procedures set forth in the Appendix, Bonds of such series in certificated form and in an 

aggregate principal amount equal to the principal amount of the Global Bond or Bonds 

representing such series in exchange for such Global Bond or Bonds. 

The Depositary for such series of Bonds may surrender a Global Bond for such series of Bonds 

in exchange in whole or in part for Bonds of such series in certificated form on such terms as are 

acceptable to the Company and such Depositary, in each case, in accordance with the procedures 

set forth in the Appendix. Thereupon, the Company shall authenticate and deliver, without 

charge: 

(i) to each Person specified by such Depositary a new Bond or Bonds of the same series, of any 

authorized denomination as requested by such Person in aggregate principal amount equal to and 

in exchange for such Person’s beneficial interest in the Global Bonds; and 

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(ii) to such Depositary a new Global Bond in a denomination equal to the difference, if any, 

between the principal amount of the surrendered Global Bond and the aggregate principal 

amount of Bonds delivered to Holders thereof. 

Bonds issued in exchange for a Global Bond pursuant to this Section and the Appendix shall be 

registered in such names and in such authorized denominations as the Depositary for such Global 

Bond, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct 

the Trustee. The Trustee shall deliver such Bonds to the Persons in whose names such Bonds are 

so registered. 

SECTION 3.06. Mutilated, Destroyed, Lost and Stolen Bonds. 

If any mutilated Bond is surrendered to the Trustee, the Company shall execute and the Trustee 

shall authenticate and deliver in exchange therefor a new Bond of the same series, and of like 

tenor and principal amount and bearing a number not contemporaneously outstanding. 

If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the 

ownership of and the destruction, loss or theft of any Bond and (b) such security or indemnity as 

may be reasonably required by them to save each of them and any agent of either of them 

harmless, then, in the absence of notice to the Company or the Trustee that such Bond is held by 

a protected purchaser, the Company shall execute and the Trustee shall authenticate and deliver, 

in lieu of any such destroyed, lost or stolen Bond, a new Bond of the same series, and of like 

tenor and principal amount and bearing a number not contemporaneously outstanding. 

Notwithstanding the foregoing, in case any such mutilated, destroyed, lost or stolen Bond has 

become or is about to become due and payable, the Company in its discretion may, but subject to 

compliance with the foregoing conditions, instead of issuing a new Bond, pay such Bond. 

Upon the issuance of any new Bond under this Section, the Company may require the payment 

of a sum sufficient to cover any tax or other governmental charge that may be imposed in 

relation thereto and any other reasonable expenses (including the fees and expenses of the 

Trustee) connected therewith. 

Every new Bond of any series issued pursuant to this Section in lieu of any destroyed, lost or 

stolen Bond shall constitute an additional contractual obligation of the Company, whether or not 

the destroyed, lost or stolen Bond shall be at any time enforceable by anyone other than the 

Holder of such new Bond, and any such new Bond shall be entitled to all the benefits of this 

Indenture equally and proportionately with any and all other Bonds of such series duly issued 

hereunder. 

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other 

rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or 

stolen Bonds. 

SECTION 3.07. Payment of Interest; Interest Rights Preserved. 

Interest on any Bond which is payable, and is punctually paid or duly provided for, on any 

Interest Payment Date shall be paid to the Person in whose name that Bond (or one or more 

Exhibit B

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Predecessor Bonds) is registered at the close of business on the Regular Record Date for such 

interest, except that interest payable on the Stated Maturity of the principal of a Bond shall be 

paid to the Person to whom principal is paid. The initial payment of interest on any Bond of any 

series which is issued between a Regular Record Date and the related Interest Payment Date 

shall be payable as provided in such Bond or supplemental indenture with respect to the related 

series of Bonds. Except in the case of a Global Bond at the option of the Company, interest on 

any series of Bonds may be paid by (i) check mailed to the address of the Person entitled thereto 

as it shall appear on the Bond Register of such series or (ii) wire transfer in immediately 

available funds at such place and to such account as designated in writing by the Person entitled 

thereto as specified in the Bond Register of such series. 

Any interest on any Bond of any series which is payable, but is not punctually paid or duly 

provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith 

cease to be payable to the Holder on the related Regular Record Date by virtue of having been 

such Holder, and such Defaulted Interest may be paid by the Company, at its election in each 

case, as provided in clause (a) or (b) below: 

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose 

names the Bonds of such series (or their respective Predecessor Bonds) are registered at the close 

of business on a date (herein called a “Special Record Date”) for the payment of such Defaulted 

Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in 

writing of the amount of Defaulted Interest proposed to be paid on each Bond of such series and 

the date of the proposed payment, and at the same time the Company shall deposit with the 

Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of 

such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit 

on or prior to the date of the proposed payment, such money when deposited to be held in trust 

for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. 

Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest 

which shall be not more than thirty (30) days and not less than ten (10) days prior to the date of 

the proposed payment and not less than twenty-five (25) days after the receipt by the Trustee of 

the notice of the proposed payment. The Trustee shall promptly notify the Company of such 

Special Record Date and, in the name and at the expense of the Company, shall, not less than 

fifteen (15) days prior to such Special Record Date, cause notice of the proposed payment of 

such Defaulted Interest and the Special Record Date therefor to be given to each Holder of 

Bonds of such series. Notice of the proposed payment of such Defaulted Interest and the Special 

Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons 

in whose names the Bonds of such series (or their respective Predecessor Bonds) are registered at 

the close of business on such Special Record Date. 

(b) The Company may make payment of any Defaulted Interest on the Bonds of any series in any 

other lawful manner not inconsistent with the requirements of any securities exchange on which 

such Bonds may be listed, and upon such notice as may be required by such exchange, if, after 

notice given by the Company to the Trustee of the proposed payment pursuant to this clause, 

such manner of payment shall be deemed practicable by the Trustee. 

Subject to the foregoing provisions of this Section and Section 3.05, each Bond delivered under 

this Indenture upon registration of transfer of or in exchange for or in lieu of any other Bond 

Exhibit B

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shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such 

other Bond. 

SECTION 3.08. Persons Deemed Owners. 

The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in 

whose name any Bond is registered as the absolute owner of such Bond for the purpose of 

receiving payment of principal of and premium, if any, and (subject to Section 3.07) interest, if 

any, on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, 

and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be 

affected by notice to the contrary. 

SECTION 3.09. Cancellation by Bond Registrar. 

All Bonds surrendered for payment, redemption, registration of transfer or exchange shall, if 

surrendered to any Person other than the Bond Registrar, be delivered to the Bond Registrar and, 

if not theretofore canceled, shall be promptly canceled by the Bond Registrar. The Company may 

at any time deliver to the Bond Registrar for cancellation any Bonds previously authenticated 

and delivered hereunder which the Company may have acquired in any manner whatsoever or 

which the Company shall not have issued and sold (or pledged), and all Bonds so delivered shall 

be promptly canceled by the Bond Registrar, which shall not prohibit the Company from issuing 

any Additional Bonds, or any Exchange Bonds in exchange for Initial Bonds. No Bonds shall be 

authenticated in lieu of or in exchange for any Bonds canceled as provided in this Section, except 

as expressly permitted by this Indenture. All canceled Bonds held by the Bond Registrar shall be 

disposed of in accordance with the Bond Registrar’s then customary practice for disposing of 

securities, unless otherwise directed by a Company Order. 

SECTION 3.10. Computation of Interest. 

Interest on the Bonds of each series shall be computed on the basis of a three hundred sixty (360) 

day year consisting of twelve (12) thirty (30) day months and, with respect to any period less 

than a full calendar month, on the basis of the actual number of days elapsed during such period. 

SECTION 3.11. Reserved. 

SECTION 3.12. CUSIP Numbers. 

The Company, in issuing the Bonds, may use “CUSIP” or other similar numbers (if then 

generally in use), and, if so, the Trustee or Bond Registrar may use CUSIP or such other 

numbers in notices of redemption as a convenience to Holders; provided that any such notice 

may state that no representation is made as to the correctness of such numbers either as printed 

on the Bonds or as contained in any notice of a redemption and that reliance may be placed only 

on the other identification numbers printed on the Bonds, in which case none of the Company or, 

as the case may be, the Trustee or the Bond Registrar, or any agent of any of them, shall have 

any liability in respect of any CUSIP number used on any such notice, and any such redemption 

shall not be affected by any defect in or omission of such numbers. The Company will promptly 

notify the Trustee of any change in the CUSIP numbers. 

Exhibit B

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SECTION 3.13. Global Bonds. 

The Company shall execute and the Trustee shall, in accordance with this Section and the 

Company Order with respect to such series, authenticate and deliver one or more Global Bonds 

in temporary or permanent form that (i) shall represent and shall be denominated in an aggregate 

amount equal to the aggregate principal amount of the Outstanding Bonds of such series to be 

represented by one or more Global Bonds, (ii) shall be registered in the name of the Depositary 

for such Global Bond or Bonds or the nominee of such Depositary, (iii) shall be delivered by the 

Trustee to such Depositary or pursuant to such Depositary’s instruction or held by the Trustee as 

custodian for the Depositary, and (iv) shall bear a legend substantially to the following effect: 

“Unless and until it is exchanged in whole or in part for Bonds in certificated form, this Bond 

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.” 

The Depositary shall initially be DTC. The Company may at any time designate another Person 

to act as Depositary in place of DTC. Each Depositary designated pursuant to this Section 3.13 

or otherwise for a Global Bond must, at the time of its designation and at all times while it serves 

as Depositary, be a clearing agency registered under the Exchange Act and any other applicable 

statute or regulation. 

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 3.14. Issuance of Additional Bonds. 

After the Issue Date, the Company shall, subject to compliance with the terms of this Indenture 

but without notice to or the consent of any Holders, be entitled to create and issue Additional 

Bonds under this Indenture, which Bonds shall have identical terms as, and rank equally and 

ratably with, the Initial Bonds issued on the Issue Date or the Exchange Bonds exchanged 

therefor, other than with respect to the date of issuance, issue price, the initial interest accrual 

date and amount of interest payable on the first payment date applicable thereto. The Initial 

Bonds of the relevant series of Bonds and any Additional Bonds of the relevant series of Bonds 

and all Exchange Bonds of the relevant series of Bonds shall be treated as a single class for all 

purposes under this Indenture; provided, however, that no Additional Bonds may be issued with 

the same CUSIP number as the Bonds previously issued under this Indenture if such Additional 

Bonds are not fungible with such previously issued Bonds for U.S. federal income tax purposes. 

With respect to any Additional Bonds, the Company shall set forth in a resolution of the Board of 

Directors of the Company and an Officers’ Certificate, a copy of each of which shall be 

delivered to the Trustee, the following information: 

Exhibit B

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(i) the aggregate principal amount of such Additional Bonds to be authenticated and delivered 

pursuant to this Indenture; 

(ii) the issue price, the issue date, the initial interest accrual date and the CUSIP number of such 

Additional Bonds; and 

(iii) whether such Additional Bonds shall be Initial Bonds or shall be issued in the form of 

Exchange Bonds as set forth in Exhibit A. 

ARTICLE IV 

[RESERVED.] 

ARTICLE V 

[RESERVED.] 

ARTICLE VI 

REDEMPTION OF BONDS 

SECTION 6.01. Applicability of Article. 

Bonds of any series which are redeemable before their Stated Maturity shall be redeemable in 

accordance with their terms and in accordance with this Article. 

SECTION 6.02. Election to Redeem; Notice to Trustee. 

The election of the Company to redeem any Bonds shall be evidenced by a Board Resolution or 

an Officer’s Certificate. If the Company elects to redeem a Bond pursuant to its terms, the 

Company shall, at least fifteen (15) days prior to the Redemption Date fixed by the Company 

(unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee in writing of such 

Redemption Date and of the principal amount of such Bonds to be redeemed. In the case of any 

redemption of Bonds (a) prior to the expiration of any restriction on such redemption provided in 

the terms of such Bonds or elsewhere in this Indenture or (b) pursuant to an election of the 

Company which is subject to a condition specified in the terms of such Bonds, the Company 

shall furnish the Trustee with an Officer’s Certificate evidencing compliance with such 

restriction or condition. 

SECTION 6.03. Selection of Bonds to Be Redeemed. 

If less than all the Bonds of any series are to be redeemed, the particular Bonds to be redeemed 

shall be selected by the Bond Registrar from the Outstanding Bonds of such series not previously 

called for redemption, by such method as shall be provided for any particular series, or, in the 

absence of any such provision, by such method of random selection as the Bond Registrar shall 

Exhibit B

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deem fair and appropriate and which may, in any case, provide for the selection for redemption 

of portions (equal to the minimum authorized denomination for Bonds of such series or any 

integral multiple thereof) of the principal amount of Bonds of such series having a denomination 

larger than the minimum authorized denomination for Bonds of such series; provided, however, 

that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all or 

any principal amount of the Bonds then Outstanding of any series, and less than all of such 

Bonds as to which such offer was made shall have been tendered to the Company for such 

purchase, the Bond Registrar, if so directed by Company Order, shall select for redemption all or 

any principal amount of such Bonds which have not been so tendered. 

The Bond Registrar shall promptly notify the Company and the Trustee in writing of the Bonds 

selected for redemption and, in the case of any Bonds selected to be redeemed in part, the 

principal amount thereof to be redeemed. 

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to 

the redemption of Bonds shall relate, in the case of any Bonds redeemed or to be redeemed only 

in part, to the portion of the principal amount of such Bonds which has been or is to be 

redeemed. 

SECTION 6.04. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 1.06 to the Holders of the 

Bonds to be redeemed not less than ten (10) nor more than sixty (60) days prior to the 

Redemption Date in the manner set forth below and by e-mail to the Depositary. 

All notices of redemption shall state: 

(a) the Redemption Date, 

(b) the Redemption Price; 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 of such 

notice, 

(c) if less than all the Bonds of any series are to be redeemed, the identification of the particular 

Bonds to be redeemed and the portion of the principal amount of any Bond to be redeemed in 

part, 

(d) that on the Redemption Date, the Redemption Price, together with accrued interest, if any, to 

the Redemption Date, will become due and payable upon each such Bond to be redeemed and, if 

applicable, that interest thereon will cease to accrue on and after said date; provided, that if a 

conditional notice shall be given, other appropriate language shall be inserted indicating the 

conditional nature of the redemption, 

(e) the place or places where such Bonds are to be surrendered for payment of the Redemption 

Price and accrued interest, if any, and 

(f) such other matters as the Company shall deem desirable or appropriate. 

Exhibit B

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Unless otherwise specified with respect to any series of Bonds, with respect to any redemption of 

Bonds at the election of the Company or any redemption which is contingent on the occurrence 

or nonoccurrence of an event or condition which cannot be ascertained prior to the time a 

redemption notice is required to be given hereunder, such notice may state that such redemption 

shall be conditional upon receipt by the Trustee or the Paying Agent or Agents for such Bonds, 

on or prior to the date fixed for such redemption, of money sufficient to pay the Redemption 

Price of such Bonds and accrued interest, if any, thereon to the Redemption Date (or direction 

from the Company to apply such money for the payment of such Bonds, if such money shall 

have been deposited with the Trustee or Paying Agent or Agents upon the condition that the 

Trustee or Paying Agent or Agents will apply such money only at the direction of the Company) 

and that if such money shall not have been so received (or if such money shall have been 

received but the Trustee or the Paying Agent or Agents have been directed by the Company not 

to apply such money to redeem such Bonds) such notice shall be of no force or effect and the 

Company shall not be required to redeem such Bonds; provided, however, that conditional notice 

shall not be given if upon the giving of notice, such Bonds shall be deemed to have been paid in 

accordance with Section 8.01. In the event that such notice of redemption contains such a 

condition and such money is not so received, or the Trustee or Paying Agent or Agents have 

been directed by the Company not to apply such money to the redemption of such Bonds, the 

redemption shall not be made, and within a reasonable time thereafter notice shall be given, in 

the manner in which the notice of redemption was given, that such money was not so received or 

that the Trustee or Paying Agent or Agents have been directed by the Company not to redeem 

such Bonds and such redemption was not required to be made, and the Trustee or Paying Agent 

or Agents for the Bonds otherwise to have been redeemed shall promptly return to the Holders 

thereof any of such Bonds which had been surrendered for payment upon such redemption. 

Notice of redemption of Bonds to be redeemed at the election of the Company, and any notice of 

non-satisfaction of a condition for redemption as aforesaid, shall be given by the Company or, at 

the Company’s request, by the Bond Registrar in the name and at the expense of the Company. 

Notice of mandatory redemption of Bonds shall be given by the Bond Registrar in the name and 

at the expense of the Company. 

SECTION 6.05. Bonds Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such 

notice having been satisfied, the Bonds or portions thereof so to be redeemed shall, on the 

Redemption Date, become due and payable at the Redemption Price therein specified, and from 

and after such date (unless, in the case of an unconditional notice of redemption, the Company 

shall default in the payment of the Redemption Price and accrued interest, if any) such Bonds or 

portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such 

Bond for redemption in accordance with such notice, such Bond or portion thereof shall be paid 

by the Company at the Redemption Price, together with accrued interest, if any, to the 

Redemption Date; provided, however, any installment of interest on any Bond the Stated 

Maturity of which installment is on or prior to the Redemption Date shall be payable to the 

Holder of such Bond, or one or more Predecessor Bonds, registered as such at the close of 

business on the related Regular Record Date according to the terms of such Bond and subject to 

the provisions of Section 3.07. 

Exhibit B

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SECTION 6.06. Bonds Redeemed in Part. 

Upon the surrender of any Bond which is to be redeemed only in part at a Place of Payment 

therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written 

instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the 

Holder thereof or his attorney duly authorized in writing), the Company shall execute, and the 

Trustee shall authenticate and deliver to the Holder of such Bond, without service charge, a new 

Bond or Bonds of the same series, of any authorized denomination requested by such Holder and 

of like tenor and in aggregate principal amount equal to and in exchange for the unredeemed 

portion of the principal of the Bond so surrendered. 

ARTICLE VII 

COVENANTS 

SECTION 7.01. Payment of Bonds. 

The Company shall pay the principal of and premium, if any, and interest, if any, on the Bonds 

of each series in accordance with the terms of such Bonds and this Indenture. Additional Interest, 

if any, shall be payable under the circumstances and at the rate specified in any Registration 

Rights Agreement then in effect. 

SECTION 7.02. Maintenance of Office or Agency. 

The Company shall maintain in each Place of Payment for the Bonds of each series, an office or 

agency where payment of such Bonds shall be made, and where the registration of transfer or 

exchange of such Bonds may be effected and where notices and demands to or upon the 

Company in respect of such Bonds and this Indenture may be served. The Company shall give 

prompt written notice to the Trustee of the location, and any change in the location, of each such 

office or agency. If at any time the Company shall fail to maintain any such required office or 

agency in respect of Bonds of any series, or shall fail to furnish the Trustee with the address 

thereof, payment of such Bonds shall be made, registration of transfer or exchange thereof may 

be effected and notices and demands in respect thereof may be served at the Corporate Trust 

Office of the Trustee, and the Company hereby appoints the Trustee as its agent for all such 

purposes in any such event. 

The Company may also from time to time designate one or more other offices or agencies with 

respect to the Bonds of one or more series for any or all of the foregoing purposes and may from 

time to time rescind such designations; provided, however, that no such designation or rescission 

shall in any manner relieve the Company of its obligation to maintain an office or agency for 

such purposes. The Company shall give prompt written notice to the Trustee of any such 

designation or rescission and of any change in the location of any such other office or agency. 

Anything herein to the contrary notwithstanding, any office or agency required by this Section 

may be maintained at an office of the Company, in which event the Company shall perform all 

functions to be performed at such office or agency. 

Exhibit B

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SECTION 7.03. Money for Bond Payments to Be Held in Trust. 

If the Company shall at any time act as its own Paying Agent with respect to the Bonds of any 

series, it shall, on or before each due date of the principal of and premium, if any, and interest, if 

any, on any of such Bonds, segregate and hold in trust for the benefit of the Persons entitled 

thereto a sum sufficient to pay the principal and premium or interest so becoming due until such 

sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company 

shall promptly notify the Trustee of any failure by the Company (or any other obligor on such 

Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such 

Bonds. 

Whenever the Company shall have one or more Paying Agents for the Bonds of any series, it 

shall, on or before each due date of the principal of and premium, if any, and interest, if any, on 

such Bonds, deposit with such Paying Agents sums sufficient (without duplication) to pay the 

principal and premium or interest so becoming due, such sums to be held in trust for the benefit 

of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is 

the Trustee) the Company shall promptly notify the Trustee of any failure by it so to act. 

Upon their appointment as Paying Agent, the Company shall cause each Paying Agent for the 

Bonds of any series, other than the Company or the Trustee, to execute and deliver to the Trustee 

an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions 

of this Section, that such Paying Agent shall: 

(a) hold all sums held by it for the payment of the principal of and premium, if any, or interest, if 

any, on such Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be 

paid to such Persons or otherwise disposed of as herein provided; 

(b) give the Trustee notice of any failure by the Company (or any other obligor upon such 

Bonds) to make any payment of principal of or premium, if any, or interest, if any, on such 

Bonds; and 

(c) at any time during the continuance of any such failure, upon the written request of the 

Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent and furnish 

to the Trustee such information as it possesses regarding the names and addresses of the Persons 

entitled to such sums. 

The Company may at any time pay, or by Company Order direct any Paying Agent to pay, to the 

Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the 

Trustee upon the same trusts as those upon which such sums were held by the Company or such 

Paying Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with 

the provisions of Article VIII; and, upon such payment by any Paying Agent to the Trustee, such 

Paying Agent shall be released from all further liability with respect to such money. 

Unless otherwise prescribed by applicable law, any money deposited with the Trustee or any 

Paying Agent, or then held by the Company, in trust for the payment of the principal of and 

premium, if any, or interest, if any, on any Bond and remaining unclaimed for two years after 

such principal and premium, if any, or interest, if any, has become due and payable shall be paid 

to the Company on Company Request, or, if then held by the Company, shall be discharged from 

Exhibit B

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such trust without further action by the Company, Trustee or any Paying Agent; and, upon such 

payment or discharge, the Holder of such Bond shall, as an unsecured general creditor and not as 

the Holder of an Outstanding Bond, look only to the Company for payment of the amount so due 

and payable and remaining unpaid, and all liability of the Trustee or such Paying Agent with 

respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon 

cease; provided, however, that the Trustee or such Paying Agent, before being required to make 

any such payment to the Company, shall, upon receipt of a Company Request and at the expense 

of the Company, cause to be mailed, on one occasion only, notice to such Holder that such 

money remains unclaimed and that, after a date specified therein, which shall not be less than 

thirty (30) days from the date of such mailing, any unclaimed balance of such money then 

remaining will be paid to the Company. 

SECTION 7.04. Corporate Existence. 

Subject to the rights of the Company under Article XII, the Company shall do or cause to be 

done all things necessary to preserve and keep its corporate existence in full force and effect. 

SECTION 7.05. Waiver of Certain Covenants. 

The Company may omit in any particular instance to comply with any term, provision or 

condition set forth in 

(a) any covenant or restriction specified with respect to the Bonds of any one or more series, if 

before the time for such compliance the Holders of not less than a majority in aggregate principal 

amount of the Outstanding Bonds of all series with respect to which compliance with such 

covenant or restriction is to be omitted, considered as one class, shall, by Act of such Holders, 

either waive such compliance in such instance or generally waive compliance with such term, 

provision or condition; provided, however, that no such waiver shall be effective as to any of the 

matters contemplated in clause (a), (b) or (c) in Section 13.02 without the consent of the Holders 

specified in such Section; and 

(b) Section 7.04 or 7.07 or Article XII if, before the time for such compliance, the Holders of not 

less than a majority in principal amount of Bonds Outstanding under this Indenture shall, by Act 

of such Holders, either waive such compliance in such instance or generally waive compliance 

with such term, provision or condition; 

but, in either case, no such waiver shall extend to or affect such term, provision or condition 

except to the extent so expressly waived, and, until such waiver shall become effective, the 

obligations of the Company and the duties of the Trustee in respect of any such term, provision 

or condition shall remain in full force and effect. 

SECTION 7.06. Annual Officer’s Certificate as to Compliance. 

Not later than June 1 in each year, commencing June 1, 2018, the Company shall deliver to the 

Trustee a certificate (which need not comply with Section 1.02) executed by the principal 

executive officer, the principal financial officer or the principal accounting officer of the 

Company, as to such officer’s knowledge of the Company’s compliance with all conditions and 

Exhibit B

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covenants under this Indenture, such compliance to be determined without regard to any period 

of grace or requirement of notice under this Indenture. 

SECTION 7.07. Limitation on Liens. 

(a) The Company will not, nor will it permit any Significant Subsidiary to, (1) issue, incur, 

assume or permit to exist any Debt, if such Debt is secured by a Lien on any Principal Property 

(whether such Principal Property was owned at the Issue Date or thereafter acquired), unless the 

Company provides that Outstanding Bonds will be equally and ratably secured by such Liens for 

as long as any such Debt shall be so secured or (2) incur or permit to exist any Attributable Debt 

in respect of Principal Property; provided, however, that the foregoing restriction shall not apply 

to: 

(i) any Liens existing on the Issue Date; 

(ii) to the extent the Company or any Significant Subsidiary consolidates with, or merges with or 

into, another entity, Liens on the property of such entity securing Debt in existence on the date of 

such consolidation or merger, provided that such Debt and Liens were not created or incurred in 

anticipation of such consolidation or merger and that such Liens do not extend to or cover any 

such Principal Property; 

(iii) Liens on property acquired after the Issue Date and existing at the time of such acquisition, 

as long as the Lien was not created or incurred in anticipation thereof and does not extend to or 

cover any other Principal Property; 

(iv) Liens of any kind, including purchase money Liens, conditional sales agreements or title 

retention agreements and similar agreements, upon any property acquired, constructed, 

developed or improved by the Company or any Significant Subsidiary (whether alone or in 

association with others) which do not exceed the cost or value of the property acquired, 

constructed, developed or improved and which are created prior to, at the time of, or within 

twelve (12) months after such acquisition (or in the case of property constructed, developed or 

improved, within twelve (12) months after the completion of such construction, development or 

improvement and commencement of full commercial operation of such property, whichever is 

later) to secure or provide for the payment of any part of the purchase price or cost thereof; 

provided that the Liens shall not extend to any Principal Property other than the property so 

acquired, constructed, developed or improved; 

(v) Liens in favor of the United States, any state or any foreign country or any department, 

agency or instrumentality or political subdivision of any such jurisdiction to secure payments 

pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of 

financing all or any part of the purchase price or cost of constructing or improving the property 

subject to such Lien, including Liens related to governmental obligations the interest on which is 

tax-exempt under Section 103 of the Internal Revenue Code or any successor section of the 

Internal Revenue Code; 

(vi) Liens in favor of the Company, one or more Significant Subsidiaries of the Company, one or 

more wholly-owned Subsidiaries of the Company or any of the foregoing combination; and 

Exhibit B

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(vii) replacements, extensions or renewals (or successive replacements, extensions or renewals), 

in whole or in part, of any Lien, or of any agreement, referred to above in clauses (i) through (vi) 

inclusive, or replacements, extensions or renewals of the Debt secured thereby (to the extent that 

the amount of Debt secured by any such Lien is not increased from the amount originally so 

secured, plus any premium, interest, fee or expenses payable in connection with any 

replacements, refundings, refinancings, remarketings, extensions or renewals); provided that 

such replacement, extension or renewal is limited to all or a part of the same property (plus 

improvements thereon or additions or accessions thereto) that secured the Lien replaced, 

extended or renewed. 

(b) Notwithstanding the restriction in subsection (a) of this Section 7.07, the Company or any 

Significant Subsidiary may (1) issue, incur or assume Debt secured by a Lien not described in 

clauses (i) through (vii) of subsection (a) above on any Principal Property owned at the Issue 

Date or thereafter acquired without providing that the Outstanding Bonds be equally and ratably 

secured with such Lien and (2) issue or permit to exist Attributable Debt in respect of Principal 

Property, in either case, so long as the aggregate amount of such secured Debt and Attributable 

Debt, together with the aggregate amount of all other Debt secured by Liens on Principal 

Property not described in clauses (i) through (vii) of subsection (a) above then outstanding and 

all other Attributable Debt in respect of Principal Property, does not exceed 10% of the Net 

Tangible Assets of the Company, as determined by the Company as of a month end not more 

than 90 days prior to the closing or consummation of the proposed transaction. 

(c) For purposes of determining compliance with this Section 7.07, in the event that any Lien at 

any time meets the criteria of more than one of the categories described in clauses (i) through 

(vii) above of Section 7.07(a), or is entitled to be created pursuant to Section 7.07(b), the 

Company will be permitted to classify (and later reclassify) in whole or in part in its sole 

discretion such Lien in any manner that complies with this Section 7.07. 

(d) For purposes of determining compliance with any Dollar-denominated restriction on the 

incurrence of Debt secured by Liens on Principal Property, the Dollar-equivalent principal 

amount of Debt denominated in a foreign currency will be calculated based on the relevant 

currency exchange rate in effect on the date such Debt was incurred, in the case of term Debt, or 

first committed, in the case of revolving credit Debt; provided that if such Debt is incurred to 

refinance other Debt denominated in the same foreign currency, and such refinancing would 

cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant 

currency exchange rate in effect on the date of such refinancing, the Dollar-denominated 

restriction will be deemed not to have been exceeded so long as the principal amount of the 

refinancing Debt does not exceed the principal amount of the Debt being refinanced. 

Notwithstanding any other provision of this Section 7.07, the maximum amount of Debt secured 

by Liens on Principal Property that the Company or any Significant Subsidiary may incur 

pursuant to this covenant will not be deemed to be exceeded solely as a result of fluctuations in 

the exchange rate of currencies. 

(e) For purposes of this Section 7.07, “Debt” of a Significant Subsidiary shall mean any debt of 

such Significant Subsidiary for money borrowed and guarantees by such Significant Subsidiary 

of debt for money borrowed, but in each case excluding liabilities in respect of Capital Lease 

Obligations or Swap Agreements. 

Exhibit B

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ARTICLE VIII 

SATISFACTION AND DISCHARGE 

SECTION 8.01. Satisfaction and Discharge of Bonds. 

Any Bond or Bonds, or any portion of the principal amount thereof, shall be deemed to have 

been paid and no longer Outstanding for all purposes of this Indenture, and the entire 

indebtedness of the Company in respect thereof shall be satisfied and discharged, if there shall 

have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), 

in trust: 

(a) money in an amount which shall be sufficient, or 

(b) in the case of a deposit made prior to the Maturity of such Bonds or portions thereof, Eligible 

Obligations, which shall not contain provisions permitting the redemption or other prepayment 

thereof at the option of the issuer thereof, the principal of and the interest on which when due, 

without any regard to reinvestment thereof, will provide moneys which, together with the money, 

if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or 

(c) a combination of (a) or (b) which shall be sufficient to pay when due the principal of and 

premium, if any, and interest, if any, due and to become due on such Bonds or portions thereof; 

provided, however, that in the case of the provision for payment or redemption of less than all 

the Bonds of any series, such Bonds or portions thereof shall have been selected by the Bond 

Registrar as provided herein and, in the case of a redemption, the notice requisite to the validity 

of such redemption shall have been given or irrevocable authority shall have been given by the 

Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and 

provided, further, that the Company shall have delivered to the Trustee and such Paying Agent: 

(x) if such deposit shall have been made prior to the Maturity of such Bonds, a Company Order 

stating that the money and Eligible Obligations deposited in accordance with this Section shall 

be held in trust, as provided in Section 8.03; 

(y) if Eligible Obligations shall have been deposited, an Opinion of Counsel to the effect that 

such obligations constitute Eligible Obligations and do not contain provisions permitting the 

redemption or other prepayment thereof at the option of the issuer thereof, and an opinion of an 

Independent public Accountant of nationally recognized standing, selected by the Company, to 

the effect that the other requirements set forth in clause (b) above have been satisfied; and 

(z) if such deposit shall have been made prior to the Maturity of such Bonds, an Officer’s 

Certificate stating the Company’s intention that, upon delivery of such Officer’s Certificate, its 

indebtedness in respect of such Bonds or portions thereof will have been satisfied and discharged 

as contemplated in this Section. 

Upon the deposit of money or Eligible Obligations, or both, in accordance with this Section, 

together with the documents required by clauses (x), (y) and (z) above, as applicable, the Trustee 

shall, upon Company Request, acknowledge in writing that such Bonds or portions thereof are 

Exhibit B

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deemed to have been paid for all purposes of this Indenture and that the entire indebtedness of 

the Company in respect thereof has been satisfied and discharged as contemplated in this 

Section. In the event that all of the conditions set forth in the preceding paragraph shall have 

been satisfied in respect of any Bonds or portions thereof except that, for any reason, the 

Officer’s Certificate specified in clause (z) (if otherwise required) shall not have been delivered, 

such Bonds or portions thereof shall nevertheless be deemed to have been paid for all purposes 

of this Indenture, and the Holders of such Bonds or portions thereof shall nevertheless be no 

longer entitled to the benefits of this Indenture (other than with respect to such deposit) or of any 

of the covenants of the Company under Article VII (except the covenants contained in Sections 

7.02 and 7.03) or any other covenants made in respect of such Bonds or portions thereof, but the 

indebtedness of the Company in respect of such Bonds or portions thereof shall not be deemed to 

have been satisfied and discharged prior to Maturity for any other purpose; and, upon Company 

Request, the Trustee shall acknowledge in writing that such Bonds or portions thereof are 

deemed to have been paid for all purposes of this Indenture. 

If payment at Stated Maturity of less than all of the Bonds of any series is to be provided for in 

the manner and with the effect provided in this Section, the Bond Registrar shall select such 

Bonds, or portions of principal amount thereof, in the manner specified by Section 6.03 for 

selection for redemption of less than all the Bonds of a series. 

In the event that Bonds which shall be deemed to have been paid for purposes of this Indenture, 

and, if such is the case, in respect of which the Company’s indebtedness shall have been satisfied 

and discharged, all as provided in this Section, do not mature and are not to be redeemed within 

the sixty (60) day period commencing with the date of the deposit of moneys or Eligible 

Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the 

same manner as a notice of redemption with respect to such Bonds, to the Holders of such Bonds 

to the effect that such deposit has been made and the effect thereof. 

Notwithstanding that any Bonds shall be deemed to have been paid for purposes of this 

Indenture, as aforesaid, the obligations of the Company and the Trustee in respect of such Bonds 

under Sections 3.04, 3.05, 3.06, 6.04, 7.02, 7.03, 10.07 and 10.15 and this Article shall survive. 

The Company shall pay, and shall indemnify the Trustee or any Paying Agent with which 

Eligible Obligations shall have been deposited as provided in this Section against, any tax, fee or 

other charge imposed on or assessed against such Eligible Obligations or the principal or interest 

received in respect of such Eligible Obligations, including, but not limited to, any such tax 

payable by any entity deemed, for tax purposes, to have been created as a result of such deposit. 

Anything herein to the contrary notwithstanding, (a) if, at any time after a Bond would be 

deemed to have been paid for purposes of this Indenture, and, if such is the case, the Company’s 

indebtedness in respect thereof would be deemed to have been satisfied and discharged, pursuant 

to this Section (without regard to the provisions of this paragraph), the Trustee or any Paying 

Agent, as the case may be, shall be required to return the money or Eligible Obligations, or 

combination thereof, deposited with it as aforesaid to the Company or its representative under 

any applicable federal or state bankruptcy, insolvency or other similar law, such Bond shall 

thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of 

the Company’s indebtedness in respect thereof shall retroactively be deemed not to have been 

Exhibit B

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effected, and such Bond shall be deemed to remain Outstanding and (b) any satisfaction and 

discharge of the Company’s indebtedness in respect of any Bond shall be subject to the 

provisions of the last paragraph of Section 7.03. 

SECTION 8.02. Satisfaction and Discharge of Indenture. 

This Indenture shall upon Company Request cease to be of further effect (except as hereinafter 

expressly provided), and the Trustee, at the expense of the Company, shall execute such 

instruments as the Company shall reasonably request to evidence and acknowledge the 

satisfaction and discharge of this Indenture, when: 

(a) no Bonds remain Outstanding hereunder; 

(b) the Company has paid or caused to be paid all other sums payable hereunder by the 

Company; and 

(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel 

each stating that all conditions precedent herein provided for relating to the satisfaction and 

discharge of this Indenture have been complied with; 

provided, however, that if, in accordance with the last paragraph of Section 8.01, any Bond, 

previously deemed to have been paid for purposes of this Indenture, shall be deemed 

retroactively not to have been so paid, this Indenture shall thereupon be deemed retroactively not 

to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the 

Company shall execute and deliver such instruments as the Trustee shall reasonably request to 

evidence and acknowledge the same. 

Notwithstanding the satisfaction and discharge of this Indenture as aforesaid, the obligations of 

the Company and the Trustee under Sections 3.04, 3.05, 3.06, 6.04, 7.02, 7.03, 10.07 and 10.15 

and this Article shall survive. 

Upon satisfaction and discharge of this Indenture as provided in this Section, the Trustee shall 

execute and deliver to the Company such instruments as, in the judgment of the Company, shall 

be necessary, desirable or appropriate to effect or evidence the satisfaction and discharge of this 

Indenture. 

SECTION 8.03. Application of Trust Money. 

Neither the Eligible Obligations nor the money deposited pursuant to Section 8.01, nor the 

principal or interest payments on any such Eligible Obligations, shall be withdrawn or used for 

any purpose other than, and shall be held in trust for, the payment of the principal of and 

premium, if any, and interest, if any, on the Bonds or portions of principal amount thereof in 

respect of which such deposit was made, all subject, however, to the provisions of Section 7.03; 

provided, however, that any cash received from such principal or interest payments on such 

Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable and 

upon Company Request and delivery to the Trustee of the documents referred to in subclause (y) 

of clause (c) in Section 8.01, be invested pursuant to a Company Order in Eligible Obligations 

designated and selected by the Company of the type described in clause (b) in Section 8.01 

Exhibit B

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maturing at such times and in such amounts as shall be sufficient, together with any other 

moneys and the proceeds of any other Eligible Obligations then held by the Trustee, to pay when 

due the principal of and premium, if any, and interest, if any, due and to become due on such 

Bonds or portions thereof on and prior to the Maturity thereof, and interest earned from such 

reinvestment shall be paid over to the Company as received; and provided, further, that any 

moneys held in accordance with this Section on the Maturity of all such Bonds in excess of the 

amount required to pay the principal of and premium, if any, and interest, if any, then due on 

such Bonds shall be paid over to the Company. 

ARTICLE IX 

EVENTS OF DEFAULT; REMEDIES 

SECTION 9.01. Events of Default. 

“Event of Default”, wherever used herein with respect to the Bonds, means any of the following 

events which shall have occurred and be continuing: 

(a) the failure to pay interest, if any, on any Bond within thirty (30) days after the same becomes 

due and payable; or 

(b) the failure to pay the principal of, or premium, if any, on any Bond after the same becomes 

due and payable; or 

(c) the failure to perform or breach of any covenant or warranty of the Company in this Indenture 

(other than a covenant or warranty a default in the performance of which or breach of which is 

elsewhere in this Section specifically dealt with) for a period of ninety (90) days after there has 

been given, by registered or certified mail, return receipt requested, to the Company by the 

Trustee, or to the Company and the Trustee by the Holders of at least thirty-three percent (33%) 

in principal amount of the Bonds then Outstanding, a written notice specifying such default or 

breach and requiring it to be remedied and stating that such notice is a “Notice of Default” 

hereunder, unless the Trustee is directed by the Holders of a principal amount of Bonds not less 

than the principal amount of Bonds the Holders of which gave such notice, as the case may be, to 

agree in writing to an extension of such period prior to its expiration; or 

(d) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in 

respect of the Company in an involuntary case or proceeding under any applicable federal or 

state bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order 

adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition by one 

or more Persons other than the Company seeking reorganization, arrangement, adjustment or 

composition of or in respect of the Company under any applicable federal or state bankruptcy, 

insolvency or other similar law, or appointing a custodian, receiver, liquidator, assignee, trustee, 

sequestrator or other similar official for the Company or for any substantial part of its property, 

or ordering the winding up or liquidation of its affairs, and any such decree or order for relief or 

any such other decree or order shall have remained unstayed and in effect for a period of ninety 

(90) consecutive days; or 

Exhibit B

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(e) the commencement by the Company of a voluntary case or proceeding under any applicable 

federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case 

or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the 

entry of a decree or order for relief in respect of the Company in an involuntary case or 

proceeding under any applicable federal or state bankruptcy, insolvency or other similar law or 

to the commencement of any bankruptcy or insolvency case or proceeding against the Company, 

or the filing by the Company of a petition or answer or consent seeking reorganization or relief 

under any applicable federal or state bankruptcy, insolvency or other similar law, or the consent 

by the Company to the filing of such petition or to the appointment of or taking possession by a 

custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company 

or of any substantial part of its property, or the making by the Company of a general assignment 

for the benefit of creditors, or an admission in writing by the Company of its inability to pay its 

debts generally as they become due; or 

(f) the occurrence of any event of default as defined in any mortgage, indenture or instrument 

under which there may be issued, or by which there may be secured or evidenced, any Debt of 

the Company, whether such Debt existed on the Issue Date or shall thereafter be created, if such 

event of default: 

(i) is caused by a failure to pay principal after final maturity of such Debt after the expiration of 

the grace period provided in such Debt (a “Payment Default”), or 

(ii) results in the acceleration of such Debt prior to its express maturity, 

and in each case, the principal amount of any such Debt, together with the principal amount of 

any other such Debt under which there has been a Payment Default or the maturity of which has 

been so accelerated, aggregates $150,000,000 or more. 

For purposes of Section 9.01(f), the amount of $150,000,000 shall be increased in any calendar 

year subsequent to 2017 by the same percentage increase in the CPI Index for the period 

commencing January 1, 2017 and ending on January 1 of the applicable calendar year. 

SECTION 9.02. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default shall have occurred and be continuing, then in every such case the Trustee 

or the Holders of not less than thirty-three percent (33%) in aggregate principal amount of Bonds 

then Outstanding, considered as one class, may declare the principal amount of all Bonds then 

Outstanding to be due and payable immediately, by a notice in writing to the Company (and to 

the Trustee if given by Holders), and upon such declaration such principal amount (or specified 

amount), together with premium, if any, and accrued interest, if any, thereon, shall become 

immediately due and payable; provided, however, that with respect to an Event of Default 

described in Section 9.01(d) or (e), the principal amount of all Bonds then Outstanding shall be 

due and payable immediately without further action by the Trustee or Holders. 

At any time after such a declaration of acceleration of the Maturity of the Bonds then 

Outstanding shall have been made, but before a judgment or decree for payment of the money 

due shall have been obtained by the Trustee as provided in this Article, the Event or Events of 

Default giving rise to such declaration of acceleration shall, without further act and 

Exhibit B

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notwithstanding anything to the contrary in Section 316(a) of the Trust Indenture Act, be deemed 

to have been waived, and such declaration and its consequences shall, without further act, be 

deemed to have been rescinded and annulled, if 

(a) the Company shall have paid or deposited with the Trustee a sum sufficient to pay 

(i) all overdue interest, if any, on all Bonds then Outstanding; 

(ii) the principal of and premium, if any, on any Bonds then Outstanding which have become due 

otherwise than by such declaration of acceleration and interest thereon at the rate or rates 

prescribed therefor in such Bonds; and 

(iii) all amounts due to the Trustee under Section 10.07; and 

(b) any other Event or Events of Default, other than the non-payment of the principal of Bonds 

which shall have become due solely by such declaration of acceleration, shall have been cured or 

waived as provided in Section 9.13. 

No such rescission shall affect any subsequent Event of Default or impair any right consequent 

thereon. 

SECTION 9.03. Collection of Indebtedness and Suits for Enforcement by Trustee. 

If an Event of Default described in clause (a) or (b) of Section 9.01 shall have occurred and be 

continuing, the Company shall, upon demand of the Trustee, pay to it, for the benefit of the 

Holders of the Bonds with respect to which such Event of Default shall have occurred, the whole 

amount then due and payable on such Bonds for principal and premium, if any, and interest, if 

any, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due 

to the Trustee under Section 10.07. 

If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its 

own name and as trustee of an express trust, may institute a judicial proceeding for the collection 

of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and 

may enforce the same against the Company or any other obligor upon such Bonds and collect the 

moneys adjudged or decreed to be payable in the manner provided by law out of the property of 

the Company or any other obligor upon such Bonds, wherever situated. No recovery of any such 

judgment by the Trustee shall affect or impair any rights, powers or remedies of the Trustee 

hereunder, or any rights, powers or remedies of the Holders of the Bonds. 

SECTION 9.04. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article, including amounts collected 

pursuant to Section 9.03 (after the deductions therein provided) shall be applied in the following 

order, to the extent permitted by law, at the date or dates fixed by the Trustee and, in case of the 

distribution of such money on account of principal or premium, if any, or interest, if any, upon 

presentation of the Bonds and the notation thereon of the payment if only partially paid and upon 

surrender thereof if fully paid: 

Exhibit B

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First: To the payment of all amounts due the Trustee under Section 10.07; 

Second: To the payment of the whole amount then due and unpaid upon the Outstanding Bonds 

for principal and premium, if any, and interest, if any, in respect of which or for the benefit of 

which such money has been collected; and in case such proceeds shall be insufficient to pay in 

full the whole amount so due and unpaid upon such Bonds, then to the payment of such principal 

and interest, if any, thereon without any preference or priority, ratably according to the aggregate 

amount so due and unpaid, with any balance then remaining to the payment of premium, if any, 

and overdue interest, if any, ratably as aforesaid, all to the extent permitted by applicable law; 

provided, however, that any money collected by the Trustee pursuant to Section 9.03 shall first 

be applied to the payment of interest accrued on the principal of Outstanding Bonds; and 

Third: To the payment of the remainder, if any, to the Company or to whomsoever may be 

lawfully entitled to receive the same or as a court of competent jurisdiction may direct. 

SECTION 9.05. Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, 

arrangement, adjustment, composition or other judicial proceeding relative to the Company or 

any other obligor upon the Bonds or the property of the Company or of such other obligor or 

their creditors, the Trustee (irrespective of whether the principal of the Bonds shall then be due 

and payable as therein expressed or by declaration or otherwise and irrespective of whether the 

Trustee shall have made any demand on the Company for the payment of overdue principal or 

interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, if 

any, owing and unpaid in respect of the Bonds and to file such other papers or documents as may 

be necessary or advisable in order to have the claims of the Trustee (including any claim for 

amounts due to the Trustee under Section 10.07) and of the Holders allowed in such judicial 

proceeding, and 

(b) to collect and receive any moneys or other property payable or deliverable on any such 

claims and to distribute the same; 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in 

any such judicial proceeding is hereby authorized by each Holder to make such payments to the 

Trustee and, in the event that the Trustee shall consent to the making of such payments directly 

to the Holders, to pay to the Trustee any amounts due it under Section 10.07. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or 

accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or 

composition affecting the Bonds or the rights of any Holder thereof or to authorize the Trustee to 

vote in respect of the claim of any Holder in any such proceeding. 

SECTION 9.06. Trustee May Enforce Claims Without Possession of Bonds. 

All rights of action and claims under this Indenture or on the Bonds may be prosecuted and 

enforced by the Trustee without the possession of any of the Bonds or the production thereof in 

Exhibit B

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any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be 

brought in its own name as trustee of an express trust, and any recovery of judgment shall, after 

provision for the payment of the reasonable compensation, expenses, disbursements and 

advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in 

respect of which such judgment has been recovered. 

SECTION 9.07. Limitation on Suits. 

No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to 

this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, 

unless: 

(a) such Holder shall have previously given written notice to the Trustee of a continuing Event of 

Default; 

(b) the Holders of at least thirty-three percent (33%) in aggregate principal amount of the Bonds 

then Outstanding shall have made written request to the Trustee to institute proceedings in 

respect of such Event of Default in its own name as Trustee hereunder; 

(c) such Holder or Holders shall have offered to the Trustee reasonable indemnity against the 

costs, expenses and liabilities to be incurred in compliance with such request; 

(d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity 

shall have failed to institute any such proceeding; and 

(e) no direction inconsistent with such written request shall have been given to the Trustee 

during such sixty (60) day period by the Holders of at least a majority in aggregate principal 

amount of the Bonds then Outstanding; 

it being understood and intended that no one or more of such Holders shall have any right in any 

manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb 

or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority or 

preference over any other of such Holders or to enforce any right under this Indenture, except in 

the manner herein provided and for the equal and ratable benefit of all of such Holders. 

SECTION 9.08. Unconditional Right of Holders to Receive Principal, Premium and 

Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Bond shall have the 

right, which is absolute and unconditional, to receive payment of the principal of and premium, if 

any, and (subject to Section 3.07) interest, if any, on such Bond on the Stated Maturity or 

Maturities expressed in such Bond (or, in the case of redemption, on the Redemption Date) and 

to institute suit for the enforcement of any such payment, and such rights shall not be impaired 

without the consent of such Holder. 

Exhibit B

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SECTION 9.09. Restoration of Rights and Remedies. 

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under 

this Indenture and such proceeding shall have been discontinued or abandoned for any reason, or 

shall have been determined adversely to the Trustee or to such Holder, then and in every such 

case, subject to any determination in such proceeding, the Company, the Trustee and such 

Holder shall be restored severally and respectively to their former positions hereunder and 

thereafter all rights and remedies of the Trustee and such Holder shall continue as though no 

such proceeding had been instituted. 

SECTION 9.10. Rights and Remedies Cumulative. 

Except as otherwise provided in the last paragraph of Section 3.06, no right or remedy herein 

conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any 

other right or remedy, and every right and remedy shall, to the extent permitted by law, be 

cumulative and in addition to every other right and remedy given hereunder or now or hereafter 

existing at law or in equity or otherwise. The assertion or employment of any right or remedy 

hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other 

appropriate right or remedy. 

SECTION 9.11. Delay or Omission Not Waiver. 

No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing 

upon any Event of Default shall impair any such right or remedy or constitute a waiver of any 

such Event of Default or an acquiescence therein. Every right and remedy given by this Article 

or by law to the Trustee or to the Holders may be exercised from time to time, and as often as 

may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

SECTION 9.12. Control by Holders of Bonds. 

If an Event of Default shall have occurred and be continuing, the Holders of not less than a 

majority in principal amount of the Bonds then Outstanding shall have the right to direct the 

time, method and place of conducting any proceeding for any remedy available to the Trustee, or 

exercising any trust or power conferred on the Trustee hereunder; provided, however, that 

(a) such direction shall not be in conflict with any rule of law or with this Indenture, and could 

not involve the Trustee in personal liability in circumstances where indemnity would not, in the 

Trustee’s sole discretion, be adequate, and 

(b) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent 

with such direction. 

SECTION 9.13. Waiver of Past Defaults. 

Before a judgment or decree for payment of the money due shall have been obtained by the 

Trustee as in this Article provided, the Holders of not less than a majority in principal amount of 

the Bonds then Outstanding may on behalf of the Holders of all the Bonds then Outstanding 

waive any past default hereunder and its consequences, except a default 

Exhibit B

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(a) in the payment of the principal of or premium, if any, or interest, if any, on any Bond 

Outstanding, or 

(b) in respect of a covenant or provision hereof which under Section 13.02 cannot be modified or 

amended without the consent of the Holder of each Outstanding Bond of any series. 

Upon any such waiver, such default shall cease to exist, and any and all Events of Default arising 

therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such 

waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

SECTION 9.14. Undertaking for Costs. 

The Company and the Trustee agree, and each Holder of Bonds by its acceptance thereof shall be 

deemed to have agreed, that any court may in its discretion require, in any suit for the 

enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for 

any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit 

of an undertaking to pay the costs of such suit, and that such court may in its discretion assess 

reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, 

having due regard to the merits and good faith of the claims or defenses made by such party 

litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, 

to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, 

holding in the aggregate more than ten percent (10%) in aggregate principal amount of the Bonds 

then Outstanding, or to any suit instituted by any Holder for the enforcement of the payment of 

the principal of or premium, if any, or interest, if any, on any Bond on or after the Stated 

Maturity or Maturities expressed in such Bond (or, in the case of redemption, on or after the 

Redemption Date). 

SECTION 9.15. Waiver of Stay and Extension Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time 

insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any 

stay or extension law, now or hereafter in effect, in order to prevent or hinder the enforcement of 

this Indenture; and the Company, for itself and all who may claim under it, so far as it or they 

now or hereafter may lawfully do so, hereby waives the benefit of all such laws. 

ARTICLE X 

THE TRUSTEE 

SECTION 10.01. Certain Duties and Responsibilities. 

(a) Except during the continuance of an Event of Default, 

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth 

in this Indenture, and no implied covenants or obligations shall be read into this Indenture 

against the Trustee; and 

Exhibit B

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(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the 

statements and the correctness of the opinions expressed therein, upon certificates or opinions 

furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of 

any such certificates or opinions which by any provisions hereof are specifically required to be 

furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine 

whether or not they conform to the requirements of this Indenture. 

(b) In case an Event of Default shall have occurred and be continuing, the Trustee shall exercise 

such of the rights and powers vested in it by this Indenture, and use the same degree of care and 

skill in their exercise, as a prudent person would exercise or use under the circumstances in the 

conduct of such person’s own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its 

own negligent action, its own negligent failure to act, or its own willful misconduct or its own 

bad faith, except that: 

(i) this subsection shall not be construed to limit the effect of subsection (a) of this Section; 

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible 

Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent 

facts; 

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in 

good faith in accordance with the direction of the Holders of a majority in principal amount of 

the Outstanding Bonds, as provided herein, relating to the time, method and place of conducting 

any proceeding for any remedy available to the Trustee, or exercising any trust or power 

conferred upon the Trustee, under this Indenture; and 

(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or 

otherwise incur any financial liability in the performance of any of its duties hereunder, or in the 

exercise of any of its rights or powers, if it shall have reasonable grounds for believing that 

repayment of such funds or adequate indemnity against such risk or liability is not reasonably 

assured to it. 

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the 

conduct or affecting the liability of or affording protection to the Trustee shall be subject to the 

provisions of this Section. 

SECTION 10.02. Notice of Defaults. 

Within ninety (90) days after the occurrence of any default hereunder of which the Trustee has 

received written notice, the Trustee shall transmit by mail to all Holders notice of such default 

hereunder known to the Trustee, unless such default shall have been cured or waived; provided, 

however, that, except in the case of a default in the payment of the principal of (or premium, if 

any) or interest, if any, on any Bond, the Trustee shall be protected in withholding such notice if 

and so long as the board of directors, executive committee or a trust committee of directors or a 

Responsible Officer of the Trustee in good faith determine that the withholding of such notice is 

in the interest of the Holders; provided, further, that, in the case of any default of the character 

Exhibit B

Page 863

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specified in Section 9.01(c), no such notice to Holders shall be given until at least sixty (60) days 

after the occurrence thereof. For the purpose of this Section, the term “default” means any event 

which is, or after notice or lapse of time or both would become, an Event of Default. 

The Trustee shall not be deemed to have knowledge of any default hereunder unless and until a 

Responsible Officer shall have received written notice thereof at its Corporate Trust Office. In 

the absence of such actual knowledge or notice, the Trustee may conclusively assume that no 

such default has occurred and is continuing under this Indenture. Except as otherwise expressly 

provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or 

observance of any of the terms, conditions, covenants or agreements herein or of any of the 

documents executed in connection with Bonds issued hereunder, or as to the existence of a 

default or Event of Default hereunder. 

SECTION 10.03. Certain Rights of Trustee. 

Subject to the provisions of Section 10.01 and to the applicable provisions of the Trust Indenture 

Act: 

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from 

acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, 

direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or 

document believed by it to be genuine and to have been signed or presented by the proper party 

or parties; 

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by 

a Company Request or Company Order, or as otherwise expressly provided herein, and any 

resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution; 

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a 

matter be proved or established prior to taking, suffering or omitting any action hereunder, the 

Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith 

on its part, conclusively rely upon an Officer’s Certificate; 

(d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of 

Counsel shall be full and complete authorization and protection in respect of any action taken, 

suffered or omitted by it hereunder in good faith and in reliance thereon; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by 

this Indenture at the request or direction of any Holder pursuant to this Indenture, unless such 

Holder shall have offered to the Trustee reasonable security or indemnity against the costs, 

expenses and liabilities which might be incurred by it in compliance with such request or 

direction; 

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any 

resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, 

order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the 

Trustee, in its discretion, may make such further inquiry or investigation into such facts or 

matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or 

Exhibit B

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investigation, it shall (subject to applicable legal requirements) be entitled to examine, during 

normal business hours, the books, records and premises of the Company, personally or by agent 

or attorney; 

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties 

hereunder either directly or by or through agents or attorneys and the Trustee shall not be 

responsible for any misconduct or negligence on the part of any agent or attorney appointed with 

due care by it hereunder; 

(h) in no event shall the Trustee be responsible or liable for any failure or delay in the 

performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces 

beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war 

or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and 

interruptions, loss or malfunctions of utilities, communications or computer (software and 

hardware) services; it being understood that the Trustee shall use reasonable efforts which are 

consistent with accepted practices in the banking industry to resume performance as soon as 

practicable under the circumstances; 

(i) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in 

good faith and reasonably believed by it to be authorized or within the discretion or rights or 

powers conferred upon it by this Indenture; 

(j) in no event shall the Trustee be responsible or liable for special, indirect, punitive or 

consequential loss or damage of any kind whatsoever (including, but not limited to, loss of 

profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or 

damage and regardless of the form of action; 

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, 

without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the 

Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed 

to act hereunder; and 

(l) the Trustee may request that the Company deliver a certificate setting forth the names of 

individuals and/or titles of officers authorized at such time to take specified actions pursuant to 

this Indenture. 

SECTION 10.04. Not Responsible for Recitals or Issuance of Bonds or Application of 

Proceeds. 

The recitals contained herein and in the Bonds (except the Trustee’s certificate of authentication 

on the Bonds) shall be taken as the statements of the Company, and neither the Trustee nor any 

Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no 

representations as to the validity or genuineness of any securities at any time deposited with the 

Trustee hereunder, or as to the validity or sufficiency of this Indenture or of the Bonds. The 

Trustee shall not be accountable for the use or application by the Company of the Bonds or the 

proceeds thereof or of any money paid to the Company or upon Company Order under any 

provision hereof. Neither the Trustee nor any Authenticating Agent shall be accountable for the 

use or application by the Company of Bonds or the proceeds thereof. 

Exhibit B

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SECTION 10.05. May Hold Bonds. 

Each of the Trustee, any Authenticating Agent, any Paying Agent, any Bond Registrar or any 

other agent of the Company or the Trustee, in its individual or any other capacity, may become 

the owner or pledgee of Bonds and, subject to Sections 10.08 and 10.13, may otherwise deal with 

the Company with the same rights it would have if it were not such Trustee, Authenticating 

Agent, Paying Agent, Bond Registrar or other agent. 

SECTION 10.06. Money Held in Trust. 

Money held by the Trustee in trust hereunder need not be segregated from other funds, except to 

the extent required by law or as otherwise provided in this Indenture. The Trustee shall be under 

no liability for interest on or investment of any money received by it hereunder (provided that the 

Trustee has invested such money in accordance with a Company Order) except as expressly 

provided herein or otherwise agreed with, and for the sole benefit of, the Company. 

SECTION 10.07. Compensation and Reimbursement. 

The Company agrees 

(a) to pay to the Trustee from time to time reasonable compensation for all services rendered by 

it hereunder (which compensation shall not be limited by any provision of law in regard to the 

compensation of a trustee of an express trust); 

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for 

all reasonable expenses, disbursements and advances incurred or made by the Trustee in 

accordance with any provision of this Indenture (including the reasonable compensation and the 

expenses and disbursements of its agents and counsel), except to the extent that any such 

expense, disbursement or advance may be attributable to its negligence, willful misconduct or 

bad faith; and 

(c) to indemnify the Trustee (which for purposes of this Section shall include its officers, 

directors, employees and agents) and hold it harmless from and against any loss, liability or 

expense reasonably incurred without negligence, willful misconduct or bad faith on its part, 

arising out of or in connection with the acceptance or administration of the trust or trusts 

hereunder or the exercise or performance of its duties hereunder, including the costs and 

expenses of defending itself against any claim or liability in connection with the exercise or 

performance of any of its powers or duties hereunder. “Trustee” for purposes of this Section shall 

include any predecessor Trustee; provided, however, that the negligence, willful misconduct or 

bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

In addition and without prejudice to the rights provided to the Trustee under any of the 

provisions of this Indenture, when the Trustee incurs expenses or renders services in connection 

with an Event of Default specified in Section 9.01(d) or Section 9.01(e), the expenses (including 

the reasonable charges and expenses of its counsel) and the compensation for the services are 

intended to constitute expenses of administration under any applicable federal or state 

bankruptcy, insolvency or other similar law. 

Exhibit B

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The provisions of this Section shall survive the termination of this Indenture and the resignation 

or removal of the Trustee. 

SECTION 10.08. Disqualification; Conflicting Interests. 

If the Trustee shall have or acquire any conflicting interest within the meaning of the Trust 

Indenture Act, it shall either eliminate such conflicting interest or resign to the extent, in the 

manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act 

and this Indenture. For purposes of Section 310(b)(1) of the Trust Indenture Act and to the extent 

permitted thereby, the Trustee, in its capacity as trustee in respect of the Bonds of any series, 

shall not be deemed to have a conflicting interest arising from its capacity as trustee in respect of 

the Bonds of any other series. 

SECTION 10.09. Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder which shall be 

(i) a corporation organized and doing business under the laws of the United States, any state or 

territory thereof or the District of Columbia, authorized under such laws to exercise corporate 

trust powers, having a combined capital and surplus of at least Fifty Million Dollars 

($50,000,000) and subject to supervision or examination by federal or state authority, or 

(ii) if and to the extent permitted by the Commission by rule, regulation or order upon 

application, a corporation or other Person organized and doing business under the laws of a 

foreign government, authorized under such laws to exercise corporate trust powers, having a 

combined capital and surplus of at least Fifty Million Dollars ($50,000,000) or the Dollar 

equivalent of the applicable foreign currency and subject to supervision or examination by 

authority of such foreign government or a political subdivision thereof substantially equivalent to 

supervision or examination applicable to United States institutional trustees, 

and, in either case, qualified and eligible under this Article and the Trust Indenture Act. If such 

corporation publishes reports of condition at least annually, pursuant to law or to the 

requirements of such supervising or examining authority, then for the purposes of this Section, 

the combined capital and surplus of such corporation shall be deemed to be its combined capital 

and surplus as set forth in its most recent report of condition so published. If at any time the 

Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign 

immediately in the manner and with the effect hereinafter specified in this Article. 

SECTION 10.10. Resignation and Removal; Appointment of Successor. 

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant 

to this Article shall become effective until the acceptance of appointment by the successor 

Trustee in accordance with the applicable requirements of Section 10.11. 

(b) The Trustee may resign at any time by giving written notice thereof to the Company. If the 

instrument of acceptance by a successor Trustee required by Section 10.11 shall not have been 

delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the 

Exhibit B

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resigning Trustee may petition any court of competent jurisdiction for the appointment of a 

successor Trustee. 

(c) The Trustee may be removed at any time on 30 days notice by Act of the Holders of a 

majority in principal amount of the Bonds then Outstanding delivered to the Trustee and to the 

Company. 

(d) If at any time: 

(i) the Trustee shall fail to comply with Section 10.08 after written request therefor by the 

Company or by any Holder who has been a bona fide Holder for at least six (6) months, or 

(ii) the Trustee shall cease to be eligible under Section 10.09 or Section 310(a) of the Trust 

Indenture Act and shall fail to resign after written request therefor by the Company or by any 

such Holder, or 

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or 

a receiver of the Trustee or of its property shall be appointed or any public officer shall take 

charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, 

conservation or liquidation, 

then, in any such case, (x) the Company by a Board Resolution may remove the Trustee or (y) 

subject to Section 9.14, any Holder who has been a bona fide Holder for at least six (6) months 

may, on behalf of itself and all others similarly situated, petition any court of competent 

jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or 

Trustees. 

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall 

occur in the office of Trustee for any cause (other than as contemplated in clause (y) in 

subsection (d) of this Section), the Company, by a Board Resolution, shall take prompt steps to 

appoint a successor Trustee or Trustees and shall comply with the applicable requirements of 

Section 10.11. If, within one (1) year after such resignation, removal or incapability, or the 

occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a 

majority in principal amount of the Bonds then Outstanding delivered to the Company and the 

retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such 

appointment in accordance with the applicable requirements of Section 10.11, become the 

successor Trustee and to that extent supersede the successor Trustee appointed by the Company. 

If no successor Trustee shall have been so appointed by the Company or the Holders and 

accepted appointment in the manner required by Section 10.11, the Trustee or the Holders of at 

least ten percent (10%) in aggregate principal amount of the then Outstanding Bonds may 

petition any court of competent jurisdiction for the appointment of a successor Trustee. 

(f) So long as no event which is, or after notice or lapse of time, or both, would become, an 

Event of Default shall have occurred and be continuing, if the Company shall have delivered to 

the Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a date specified 

therein, and (ii) an instrument of acceptance of such appointment, effective as of such date, by 

such successor Trustee in accordance with Section 10.11, the Trustee shall be deemed to have 

resigned as contemplated in subsection (b) of this Section, the successor Trustee shall be deemed 

Exhibit B

Page 868

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to have been appointed pursuant to subsection (e) of this Section and such appointment shall be 

deemed to have been accepted as contemplated in Section 10.11, all as of such date, and all other 

provisions of this Section and Section 10.11 shall be applicable to such resignation, appointment 

and acceptance except to the extent inconsistent with this subsection (f). 

(g) The Company shall give notice of each resignation and each removal of the Trustee and each 

appointment of a successor Trustee by mailing written notice of such event by first-class mail, 

postage prepaid, to all Holders as their names and addresses appear in the Bond Register or as 

required by applicable Depositary procedures. Each notice shall include the name of the 

successor Trustee and the address of its Corporate Trust Office. 

SECTION 10.11. Acceptance of Appointment by Successor. 

(a) In case of the appointment hereunder of a successor Trustee, every such successor Trustee so 

appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an 

instrument accepting such appointment, and thereupon the resignation or removal of the retiring 

Trustee shall become effective and such successor Trustee, without any further act, deed or 

conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring 

Trustee. Such retiring Trustee shall execute and deliver an instrument transferring to such 

successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, 

transfer and deliver to such successor Trustee all property and money held by such retiring 

Trustee hereunder. 

(b) Upon request of any such successor Trustee, the Company shall execute any instruments 

which fully vest in and confirm to such successor Trustee all rights, powers and trusts referred to 

in subsection (a) of this Section. 

(c) No successor Trustee shall accept its appointment unless at the time of such acceptance such 

successor Trustee shall be qualified and eligible under this Article. 

SECTION 10.12. Merger, Conversion, Consolidation or Succession to Business. 

Any corporation into which the Trustee may be merged or converted or with which it may be 

consolidated, or any corporation resulting from any merger, conversion or consolidation to which 

the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate 

trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such 

corporation shall be otherwise qualified and eligible under this Article, without the execution or 

filing of any paper or any further act on the part of any of the parties hereto. In case any Bonds 

shall have been authenticated, but not delivered, by the Trustee then in office, any successor by 

merger, conversion or consolidation to such authenticating Trustee may adopt such 

authentication and deliver the Bonds so authenticated with the same effect as if such successor 

Trustee had itself authenticated such Bonds. 

SECTION 10.13. Preferential Collection of Claims Against Company. 

If the Trustee shall be or become a creditor of the Company or any other obligor upon the Bonds 

(other than by reason of a relationship described in Section 311(b) of the Trust Indenture Act), 

Exhibit B

Page 869

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[[3688162]]

the Trustee shall be subject to any and all applicable provisions of the Trust Indenture Act 

regarding the collection of claims against the Company or such other obligor. 

SECTION 10.14. Co-Trustees and Separate Trustees. 

At any time or times, for the purpose of meeting the legal requirements of any jurisdiction, the 

Company and the Trustee shall have power to appoint, and, upon the written request of the 

Trustee or of the Holders of at least thirty-three percent (33%) in principal amount of the Bonds 

then Outstanding, the Company shall for such purpose join with the Trustee in the execution and 

delivery of all instruments and agreements necessary or proper to appoint, one or more Persons 

approved by the Trustee and, if no Event of Default shall have occurred and be continuing, by 

the Company either to act as co-trustee under this Indenture, jointly with the Trustee, or to act as 

separate trustee under this Indenture, in either case with such powers as may be provided in the 

instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any 

property, title, right or power deemed necessary or desirable, subject to the other provisions of 

this Section. If the Company does not join in such appointment within fifteen (15) days after the 

receipt by it of a request so to do, or if an Event of Default shall have occurred and be 

continuing, the Trustee alone shall have power to make such appointment. 

Should any written instrument or instruments from the Company be required by any co-trustee or 

separate trustee so appointed to more fully confirm to such co-trustee or separate trustee such 

property, title, right or power, any and all such instruments shall, on request, be executed, 

acknowledged and delivered by the Company. 

Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, 

be appointed subject to the following conditions: 

(i) the Bonds shall be authenticated and delivered, and all rights, powers, duties and obligations 

hereunder in respect of the custody of securities, cash and other personal property held by the 

Trustee hereunder shall be exercised solely by the Trustee;

(ii) the rights, powers, duties and obligations hereby conferred or imposed upon the Trustee shall 

be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee 

and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing 

such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in 

which any particular act is to be performed, the Trustee shall be incompetent or unqualified to 

perform such act, in which event such rights, powers, duties and obligations shall be exercised 

and performed by such co-trustee or separate trustee; 

(iii) the Trustee at any time, by an instrument in writing executed by it, with the concurrence of 

the Company, may accept the resignation of or remove any co-trustee or separate trustee 

appointed under this Section, and, if an Event of Default shall have occurred and be continuing, 

the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or 

separate trustee without the concurrence of the Company. Upon the written request of the 

Trustee, the Company shall join with the Trustee in the execution and delivery of all instruments 

and agreements necessary or proper to effectuate such resignation or removal. A successor to any 

Exhibit B

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co-trustee or separate trustee so resigned or removed may be appointed in the manner provided 

in this Section; 

(iv) neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable 

by reason of any act or omission of any other trustee hereunder; and 

(v) any Act of Holders delivered to the Trustee shall be deemed to have been delivered to each 

such co-trustee and separate trustee. 

SECTION 10.15. Appointment of Authenticating Agent. 

The Trustee may appoint an Authenticating Agent or Agents with respect to the Bonds of one or 

more series, which shall be authorized to act on behalf of the Trustee to authenticate Bonds of 

such series issued upon original issuance, exchange, registration of transfer or partial redemption 

thereof or pursuant to Section 3.06, and Bonds so authenticated shall be entitled to the benefits of 

this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee 

hereunder. Wherever reference is made in this Indenture to the authentication and delivery of 

Bonds by the Trustee or the Trustee’s certificate of authentication, such reference shall be 

deemed to include authentication and delivery on behalf of the Trustee by an Authenticating 

Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating 

Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a 

corporation organized and doing business under the laws of the United States, any state or 

territory thereof or the District of Columbia or the Commonwealth of Puerto Rico, authorized 

under such laws to act as Authenticating Agent, having a combined capital and surplus of not 

less than Fifty Million Dollars ($50,000,000) and subject to supervision or examination by 

federal or state authority. If such Authenticating Agent publishes reports of condition at least 

annually, pursuant to law or to the requirements of said supervising or examining authority, then 

for the purposes of this Section, the combined capital and surplus of such Authenticating Agent 

shall be deemed to be its combined capital and surplus as set forth in its most recent report of 

condition so published. If at any time an Authenticating Agent shall cease to be eligible in 

accordance with the provisions of this Section, such Authenticating Agent shall resign 

immediately in the manner and with the effect specified in this Section. 

Any corporation into which an Authenticating Agent may be merged or converted or with which 

it may be consolidated, or any corporation resulting from any merger, conversion or 

consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding 

to all or substantially all of the corporate agency or corporate trust business of an Authenticating 

Agent, shall continue to be an Authenticating Agent, provided such corporation shall be 

otherwise eligible under this Section, without the execution or filing of any paper or any further 

act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee 

and to the Company. The Trustee may at any time terminate the agency of an Authenticating 

Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon 

receiving such a notice of resignation or upon such a termination, or in case at any time such 

Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, 

the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the 

Exhibit B

Page 871

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Company. Any successor Authenticating Agent upon acceptance of its appointment hereunder 

shall become vested with all the rights, powers and duties of its predecessor hereunder, with like 

effect as if originally named as an Authenticating Agent. No successor Authenticating Agent 

shall be appointed unless eligible under the provisions of this Section. 

The Company agrees to pay to each Authenticating Agent from time to time reasonable 

compensation for its services under this Section. 

The provisions of Sections 3.03, 10.04 and 10.05 shall be applicable to each Authenticating 

Agent. 

If an appointment with respect to the Bonds of one or more series shall be made pursuant to this 

Section, the Bonds of such series may have endorsed thereon, in addition to the Trustee’s 

certificate of authentication, an alternate certificate of authentication substantially in the 

following form: 

This is one of the Bonds of the series designated therein referred to in the within-mentioned 

Indenture. 

____________________________, as Trustee 

By 

As Authenticating Agent 

By 

Authorized Officer 

ARTICLE XI 

LISTS OF HOLDERS; REPORTS BY TRUSTEE AND COMPANY 

SECTION 11.01. Lists of Holders. 

Semiannually, not less than forty-five (45) days nor more than sixty (60) days after June 1 and 

December 1 in each year, commencing 2018, and at such other times as the Trustee may request 

in writing, the Company shall furnish or cause to be furnished to the Trustee, information as to 

the names and addresses of the Holders as of a date no more than fifteen (15) days prior to the 

date such information is so furnished, and the Trustee shall preserve such information and 

similar information received by it in any other capacity and afford to the Holders access to 

information so preserved by it, all to such extent, if any, and in such manner as shall be required 

by the Trust Indenture Act; provided, however, that no such list need be furnished so long as the 

Trustee shall be the Bond Registrar. 

SECTION 11.02. Reports by Trustee and Company. 

The Trustee shall transmit to the Holders, the Commission and each securities exchange upon 

which any Bonds are listed, and the Company shall file with the Trustee (within thirty (30) days 

Exhibit B

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after filing with the Commission in the case of reports which pursuant to the Trust Indenture Act 

must be filed with the Commission and furnished to the Trustee) and cause to be transmitted to 

Holders, such other information, reports and other documents, if any, at such times and in such 

manner, as shall be required by the Trust Indenture Act; provided, however, that the electronic 

filing with the Commission through the Commission’s Electronic Data Gathering, Analysis and 

Retrieval System (or any successor system providing for free public access to such filings) shall 

satisfy the Company’s obligation to provide such reports, information and documents to the 

Trustee and the Holders. 

Delivery of such reports, information and documents to the Trustee is for informational purposes 

only and the Trustee's receipt of such shall not constitute constructive notice of any information 

contained therein or determinable from information contained therein, including the Company's 

compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely 

exclusively on Officers' Certificates). 

ARTICLE XII 

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER 

SECTION 12.01. Company May Consolidate, etc., Only on Certain Terms. 

The Company shall not consolidate with or merge with or into any other Person, or convey, or 

otherwise transfer, or lease, all or substantially all of the Principal Property to any Person, unless: 

(a) the Person formed by such consolidation or into which the Company is merged or the Person 

which acquires by conveyance or other transfer, or which leases, all or substantially all of the 

Principal Property shall be a corporation, shall be organized and existing under the laws of the 

United States, any state thereof or the District of Columbia (such corporation being hereinafter 

sometimes called the “Successor Corporation”) and shall execute and deliver to the Trustee an 

indenture supplemental hereto, in form reasonably satisfactory to the Trustee, which in the case 

of a consolidation, merger, conveyance or other transfer, or in the case of a lease if the term 

thereof extends beyond the last Stated Maturity of the Bonds then Outstanding, contains an 

assumption by the Successor Corporation of the due and punctual payment of the principal of 

and premium, if any, and interest, if any, on all the Bonds then Outstanding and the performance 

and observance of every covenant and condition of this Indenture to be performed or observed 

by the Company, and 

(b) in the case of a lease, such lease shall be made expressly subject to termination by the 

Company or by the Trustee at any time during the continuance of an Event of Default, and 

(c) immediately after giving effect to such transaction and treating any indebtedness which 

becomes an obligation of the Company as a result of such transaction as having been incurred by 

the Company at the time of such transaction, no Default or Event of Default shall have occurred 

and be continuing; and 

(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, 

each stating that the merger, consolidation, conveyance, lease or transfer, as the case may be, 

Exhibit B

Page 873

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64 of 117
58 

[[3688162]]

fully complies with all provisions of this Indenture; provided, however, that the delivery of such 

an Officer’s Certificate and Opinion of Counsel shall not be required with respect to any merger, 

consolidation, conveyance, transfer or lease between the Company and any of its wholly-owned 

Subsidiaries. 

Notwithstanding the foregoing, the Company may merge or consolidate with or transfer all or 

substantially all of its assets to an Affiliate that has no significant assets or liabilities and was 

formed solely for the purpose of changing the jurisdiction of organization of the Company or the 

form of organization of the Company or for the purpose of forming a holding company; provided 

that the amount of indebtedness of the Company is not increased thereby; and provided, further 

that the successor assumes all obligations of the Company under this Indenture. 

SECTION 12.02. Successor Corporation Substituted. 

Upon any consolidation or merger or any conveyance or other transfer of all or substantially all 

of the Principal Property in accordance with Section 12.01, the Successor Corporation shall 

succeed to, and be substituted for, and may exercise every power and right of, the Company 

under this Indenture with the same effect as if such Successor Corporation had been named as 

the “Company” herein. Without limiting the generality of the foregoing, the Successor 

Corporation may execute and deliver to the Trustee, and thereupon the Trustee shall authenticate 

and deliver, Bonds in accordance with the provisions hereof. 

All Bonds so executed by the Successor Corporation, and authenticated and delivered by the 

Trustee, shall in all respects be entitled to the benefits of this Indenture equally and ratably with 

all Bonds executed, authenticated and delivered prior to the time such consolidation, merger, 

conveyance or other transfer became effective. 

In case of any such consolidation, merger, sale, conveyance or lease, changes in phraseology and 

form may be made in the Bonds thereafter to be issued and the documentation thereafter to be 

delivered hereunder as may be appropriate to reflect such occurrence. 

SECTION 12.03. Property of Successor Corporation. 

Unless, in the case of a consolidation, merger, conveyance or other transfer contemplated by 

Section 12.01, the indenture supplemental hereto contemplated in clause (a) in Section 12.01, or 

any other indenture, so provides, none of the properties: 

(a) owned by the Successor Corporation or any other party to such transaction (other than the 

Company) immediately prior to the time of effectiveness of such transaction or 

(b) acquired by the Successor Corporation at or after the time of effectiveness of such 

transaction, 

shall be or become Principal Property, except, in either case, Principal Property acquired from 

the Company in or as a result of such transaction and to the extent not constituting Excepted 

Property, improvements, extensions and additions to such Principal Property and renewals, 

replacements and substitutions of or for any part or parts of such Principal Property. 

Exhibit B

Page 874

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65 of 117
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[[3688162]]

SECTION 12.04. Release of Company Upon Conveyance or Other Transfer. 

In the case of a conveyance or other transfer to any Person or Persons as contemplated in Section 

12.01, upon the satisfaction of all the conditions specified in Section 12.01, the Company (such 

term being used in this Section without giving effect to such transaction) shall be released and 

discharged from all obligations and covenants under this Indenture and on and under all Bonds 

then Outstanding (unless the Company shall have delivered to the Trustee an instrument in which 

it shall waive such release and discharge) and the Trustee shall acknowledge in writing that the 

Company has been so released and discharged. 

SECTION 12.05. Merger Into Company. 

(a) Nothing in this Indenture shall be deemed to prevent or restrict any consolidation or merger 

after the consummation of which the Company would be the surviving or resulting company or 

any conveyance or other transfer, or lease, of any part of the Principal Property which does not 

constitute the entirety, or substantially the entirety, thereof. 

(b) Unless, in the case of a consolidation or merger described in subsection (a) of this Section, an 

indenture supplemental hereto shall otherwise provide, none of the properties acquired by the 

Company in or as a result of such transaction or any improvements, extensions or additions to 

such properties or any renewals, replacements or substitutions of or for any part or parts thereof 

shall be or become Principal Property. 

ARTICLE XIII 

SUPPLEMENTAL INDENTURES 

SECTION 13.01. Supplemental Indentures Without Consent of Holders. 

Without the consent of any Holders, the Company and the Trustee, at any time and from time to 

time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory 

to the Trustee, for any of the following purposes: 

(a) to evidence the succession of another Person to the Company and the assumption by any such 

successor of the covenants of the Company herein and in the Bonds, all as provided in Article 

XII; or 

(b) to add one or more covenants of the Company or other provisions for the benefit of all 

Holders or for the benefit of the Holders of, or to remain in effect only so long as there shall be 

Outstanding, Bonds of one or more specified series; or to surrender any right or power herein 

conferred upon the Company; or 

(c) to change or eliminate any provision of this Indenture or to add any new provision to this 

Indenture; provided, however, that if such change, elimination or addition shall adversely affect 

the interests of the Holders of Bonds of any series in any material respect, such change, 

elimination or addition shall become effective with respect to such series only when no Bond of 

such series remains Outstanding; or 

Exhibit B

Page 875

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66 of 117
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[[3688162]]

(d) to establish the form of Bonds of any series as contemplated by Section 3.02 or the 

Appendix; or 

(e) to evidence and provide for the acceptance of appointment hereunder by a separate or 

successor Trustee with respect to the Bonds of one or more series and to add to or change any of 

the provisions of this Indenture as shall be necessary to provide for or facilitate the 

administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of 

Section 10.11(b); or 

(f) to provide for the procedures required to permit the Company to issue, at its option, all or any 

series of, the Bonds as uncertificated securities; or 

(g) to change any place or places where (1) the principal of and premium, if any, and interest, if 

any, on all or any series of Bonds shall be payable, (2) all or any series of Bonds may be 

surrendered for registration of transfer, (3) all or any series of Bonds may be surrendered for 

exchange and (4) notices and demands to or upon the Company in respect of all or any series of 

Bonds and this Indenture may be served; or 

(h) to cure any ambiguity, to correct or supplement any provision herein which may be defective 

or inconsistent with any other provision herein; or to make any other additions to, deletions from 

or other changes to the provisions under this Indenture, provided that such additions, deletions 

and/or other changes shall not materially adversely affect the interests of the Holders of Bonds of 

any series in any material respect; or to modify, eliminate or add to the provisions of this 

Indenture to such extent as shall be necessary to continue the qualification of this Indenture 

under the Trust Indenture Act, or under any similar federal statute enacted after the Issue Date, 

and to add to this Indenture such other provisions as may be expressly permitted by the Trust 

Indenture Act, excluding, however the provisions referred to in Section 316(a)(2) of the Trust 

Indenture Act as in effect on the Issue Date or any corresponding provision in any similar federal 

statute enacted after the Issue Date; or 

(i) to supplement any of the provisions of this Indenture to such extent as shall be necessary to 

permit or facilitate the discharge of any series of Bonds pursuant to Section 8.02; provided that 

any such action shall not adversely affect the interests of the Holders of Bonds of such series or 

any other series of Bonds in any material respect; 

(j) to comply with the rules or regulations of any securities exchange or automated quotation 

system on which any of the Bonds may be listed or traded or of any applicable securities 

depositary; 

(k) provide for the issuance of Exchange Bonds in exchange for Initial Bonds of the same series, 

which will have terms substantially identical in all material respects to such series of Initial 

Bonds (except that the transfer restrictions contained in such series of Initial Bonds will be 

modified or eliminated, as appropriate, and there will be no registration rights), and which will 

be treated, together with any outstanding Bonds of such series, as a single issue of securities; or 

(l) comply with any requirement in connection with the qualification of the Indenture under the 

Trust Indenture Act. 

Exhibit B

Page 876

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67 of 117
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[[3688162]]

Without limiting the generality of the foregoing, if the Trust Indenture Act as in effect on the 

Issue Date, or at any time hereafter shall be amended and: 

(x) if any such amendment shall require one or more changes to any provisions hereof or the 

inclusion herein of any additional provisions, or shall by operation of law be deemed to effect 

such changes or incorporate such provisions by reference or otherwise, this Indenture shall be 

deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, 

and the Company and the Trustee may, without the consent of any Holders, enter into an 

indenture supplemental hereto to evidence such amendment hereof; or 

(y) if any such amendment shall permit one or more changes to, or the elimination of, any 

provisions hereof which, as of the Issue Date or at any time hereafter, are required by the Trust 

Indenture Act to be contained herein or are contained herein to reflect any provisions of the Trust 

Indenture Act as in effect at such date, this Indenture shall be deemed to have been amended to 

effect such changes or elimination, and the Company and the Trustee may, without the consent 

of any Holders, enter into an indenture supplemental hereto to amend this Indenture to effect 

such changes or elimination. 

SECTION 13.02. Supplemental Indentures With Consent of Holders. 

Subject to the provisions of Section 13.01, with the consent of the Holders of not less than a 

majority in aggregate principal amount of the Bonds of all series then Outstanding under this 

Indenture, considered as one class, by Act of said Holders delivered to the Company and the 

Trustee, the Company and the Trustee may enter into an indenture or indentures supplemental 

hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any 

of the provisions of, this Indenture; provided, however, that if there shall be Bonds of more than 

one series Outstanding hereunder 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 not less than 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 no such supplemental indenture shall, without the consent of the 

Holder of each Outstanding Bond of each series so directly affected: 

(a) change the Stated Maturity of the principal of, or any installment of principal of or interest 

on, any Bond, or reduce the principal amount thereof or the rate of interest thereon (or the 

amount of any installment of interest thereon) or change the method of calculating such rate or 

reduce any premium payable thereon, or change the coin or currency (or other property), in 

which any Bond or premium, if any, or interest, if any, thereon is payable, or impair the right to 

institute suit for the enforcement of any such payment on or after the Maturity of any Bond, 

without, in any such case, the consent of the Holder of such Bond; or 

(b) reduce the percentage in principal amount of the Outstanding Bonds of any series, the 

consent of the Holders of which is required for any such supplemental indenture, or the consent 

of the Holders of which is required for any waiver of compliance with any provision of this 

Indenture or of any default hereunder and its consequences, or reduce the requirements of 

Section 14.04 for quorum or voting; or 

Exhibit B

Page 877

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[[3688162]]

(c) modify any of the provisions of this Section, Section 7.05 or Section 9.13 with respect to the 

Bonds of any series (except to increase the percentages in principal amount referred to in this 

Section or such other Sections or to provide that other provisions of this Indenture cannot be 

modified or waived without the consent of the Holders of all Bonds of such series) without, in 

any such case, the consent of the Holder of each Outstanding Bond of such series; provided, 

however, that this clause shall not be deemed to require the consent of any Holder with respect to 

changes in the references to “the Trustee” and concomitant changes in this Section, or the 

deletion of this proviso, in accordance with the requirements of Section 13.01(e). 

A supplemental indenture which (x) changes or eliminates any covenant or other provision of 

this Indenture which has expressly been included solely for the benefit of the Holders of, or 

which is to remain in effect only so long as there shall be Outstanding, Bonds of one or more 

specified series, or (y) modifies the rights of the Holders of Bonds of such series with respect to 

such covenant or other provision, shall be deemed not to affect the rights under this Indenture of 

the Holders of Bonds of any other series. 

It shall not be necessary for any Act of Holders under this Section to approve the particular form 

of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the 

substance thereof. 

SECTION 13.03. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted 

by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee 

shall be entitled to receive, and (subject to Section 10.01) shall be fully protected in relying 

upon, an Opinion of Counsel and Officer’s Certificate stating that the execution of such 

supplemental indenture is authorized or permitted by this Indenture and all conditions precedent 

to the execution of such supplemental indenture have been complied with. The Trustee may, but 

shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s 

own rights, duties, immunities or liabilities under this Indenture or otherwise. 

SECTION 13.04. Effect of Supplemental Indentures. 

Upon the execution and delivery of any supplemental indenture under this Article, this Indenture 

shall be modified in accordance therewith, and such supplemental indenture shall form a part of 

this Indenture for all purposes; and every Holder of Bonds theretofore or thereafter authenticated 

and delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this 

Article may restate this Indenture in its entirety, and, upon the execution and delivery thereof, 

any such restatement shall supersede this Indenture as theretofore in effect for all purposes. 

SECTION 13.05. Conformity With Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements 

of the Trust Indenture Act. 

Exhibit B

Page 878

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69 of 117
63 

[[3688162]]

SECTION 13.06. Reference in Bonds to Supplemental Indentures. 

Bonds of any series, authenticated and delivered after the execution of any supplemental 

indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in 

form approved by the Trustee as to any matter provided for in such supplemental indenture. If 

the Company shall so determine, new Bonds of any series so modified as to conform, in the 

opinion of the Trustee and the Company, to any such supplemental indenture may be prepared 

and executed by the Company and authenticated and delivered by the Trustee in exchange for 

Outstanding Bonds of such series. 

SECTION 13.07. Modification Without Supplemental Indenture. 

To the extent, if any, that the terms of any particular series of Bonds shall have been established, 

and not in a supplemental indenture, additions to, changes in or the elimination of any of such 

terms may be effected by means of a supplemental Board Resolution or a supplemental Officer’s 

Certificate, as the case may be, delivered to, and accepted by, the Trustee; provided, however, 

that such supplemental Board Resolution or supplemental Officer’s Certificate shall not be 

accepted by the Trustee or otherwise be effective unless all conditions set forth in this Indenture 

which would be required to be satisfied if such additions, changes or elimination were contained 

in a supplemental indenture shall have been appropriately satisfied, as evidenced by an Opinion 

of Counsel and Officer’s Certificate delivered to the Trustee. Upon the acceptance thereof by the 

Trustee, any such supplemental Board Resolution or supplemental Officer’s Certificate shall be 

deemed to be a “supplemental indenture” for purposes of Section 13.04 and 13.06. 

ARTICLE XIV 

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING 

SECTION 14.01. Purposes for Which Meetings May Be Called. 

A meeting of Holders of Bonds of one or more, or all, series may be called at any time and from 

time to time pursuant to this Article to make, give or take any request, demand, authorization, 

direction, notice, consent, waiver or other action provided by this Indenture to be made, given or 

taken by Holders of Bonds of such series. 

SECTION 14.02. Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a meeting of Holders of Bonds of one or more, or all, series, 

for any purpose specified in Section 14.01, to be held at such time and (except as provided in 

subsection (b) of this Section) at such place as the Trustee shall determine with the approval of 

the Company. Notice of every such meeting, setting forth the time and the place of such meeting 

and in general terms the action proposed to be taken at such meeting, shall be given, in the 

manner provided in Section 1.06, not less than twenty-one (21) nor more than one hundred 

eighty (180) days prior to the date fixed for the meeting. 

(b) The Trustee may be asked to call a meeting of the Holders of Bonds of one or more, or all, 

series, by the Company or by the Holders of at least twenty-five percent (25%) in aggregate 

Exhibit B

Page 879

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70 of 117
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[[3688162]]

principal amount of all of such series, considered as one class, for any purpose specified in 

Section 14.01, by written request setting forth in reasonable detail the action proposed to be 

taken at the meeting. If the Trustee shall have been asked by the Company to call such a meeting, 

the Company shall determine the time and place for such meeting and may call such meeting by 

giving notice thereof in the manner provided in subsection (a) of this Section, or shall direct the 

Trustee, in the name and at the expense of the Company, to give such notice. If the Trustee shall 

have been asked to call such a meeting by Holders in accordance with this subsection (b), and the 

Trustee shall not have given the notice of such meeting within twenty-one (21) days after receipt 

of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, 

then the Holders of Bonds of such series, in the principal amount above specified, may determine 

the time and the place for such meeting, such place to be approved by the Company, and may 

call such meeting for such purposes by giving notice thereof as provided in subsection (a) of this 

Section. 

(c) Any meeting of Holders of Bonds of one or more, or all, series, shall be valid without notice 

if the Holders of all Outstanding Bonds of such series are present in person or by proxy and if 

representatives of the Company and the Trustee are present, or if notice is waived in writing 

before or after the meeting by the Holders of all Outstanding Bonds of such series, or by such of 

them as are not present at the meeting in person or by proxy, and by the Company and the 

Trustee. 

SECTION 14.03. Persons Entitled to Vote at Meetings. 

To be entitled to vote at any meeting of Holders of Bonds of one or more, or all, series, a Person 

shall be (a) a Holder of one or more Outstanding Bonds of such series or (b) a Person appointed 

by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Bonds 

of such series by such Holder or Holders. The only Persons who shall be entitled to attend any 

meeting of Holders of Bonds of any series shall be the Persons entitled to vote at such meeting 

and their counsel, any representatives of the Trustee and its counsel and any representatives of 

the Company and its counsel. 

SECTION 14.04. Quorum; Action. 

The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Bonds 

of the series with respect to which a meeting shall have been called as hereinbefore provided, 

considered as one class, shall constitute a quorum for a meeting of Holders of Bonds of such 

series; provided, however, that if any action is to be taken at such meeting which this Indenture 

expressly provides may be taken by the Holders of a specified percentage, which is less than a 

majority, in principal amount of the Outstanding Bonds of such series, considered as one class, 

the Persons entitled to vote such specified percentage in principal amount of the Outstanding 

Bonds of such series, considered as one class, shall constitute a quorum. In the absence of a 

quorum within one hour of the time appointed for any such meeting, the meeting shall, if 

convened at the request of Holders of Bonds of such series, be dissolved. In any other case the 

meeting may be adjourned for such period as may be determined by the chairman of the meeting 

prior to the adjournment of such meeting. In the absence of a quorum at any such adjourned 

meeting, such adjourned meeting may be further adjourned for such period as may be determined 

by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as 

Exhibit B

Page 880

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[[3688162]]

provided by Section 14.05(e), notice of the reconvening of any meeting adjourned for more than 

thirty (30) days shall be given as provided in Section 1.06 not less than ten (10) days prior to the 

date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an 

adjourned meeting shall state expressly the percentage, as provided above, of the principal 

amount of the Outstanding Bonds of such series which shall constitute a quorum. 

Except as limited by Section 13.02, any resolution presented to a meeting or adjourned meeting 

duly reconvened at which a quorum is present as aforesaid may be adopted only by the 

affirmative vote of the Holders of not less than a majority in aggregate principal amount of the 

Outstanding Bonds of the series with respect to which such meeting shall have been called, 

considered as one class; provided, however, that, except as so limited, any resolution with 

respect to any action which this Indenture expressly provides may be taken by the Holders of a 

specified percentage, which is less than a majority, in principal amount of the Outstanding Bonds 

of such series, considered as one class, may be adopted at a meeting or an adjourned meeting 

duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the 

Holders of such specified percentage in principal amount of the Outstanding Bonds of such 

series, considered as one class. 

Any resolution passed or decision taken at any meeting of Holders of Bonds duly held in 

accordance with this Section shall be binding on all the Holders of Bonds of the series with 

respect to which such meeting shall have been held, whether or not present or represented at the 

meeting. 

SECTION 14.05. Attendance at Meetings; Determination of Voting Rights; Conduct and 

Adjournment of Meetings. 

(a) Attendance at meetings of Holders of Bonds may be in person or by proxy; and, to the extent 

permitted by law, any such proxy shall remain in effect and be binding upon any future Holder of 

the Bonds with respect to which it was given unless and until specifically revoked by the Holder 

or future Holder (except as provided in Section 1.04(g)) of such Bonds before being voted. 

(b) Notwithstanding any other provisions of this Indenture, the Trustee may make such 

reasonable regulations as it may deem advisable for any meeting of Holders of Bonds in regard 

to proof of the holding of such Bonds and of the appointment of proxies and in regard to the 

appointment and duties of inspectors of votes, the submission and examination of proxies, 

certificates and other evidence of the right to vote, and such other matters concerning the conduct 

of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any 

such regulations and approved by the Company, the holding of Bonds shall be proved in the 

manner specified in Section 1.04 and the appointment of any proxy shall be proved in the 

manner specified in Section 1.04. Such regulations may provide that written instruments 

appointing proxies, regular on their face, may be presumed valid and genuine without the proof 

specified in Section 1.04 or other proof. 

(c) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, 

unless the meeting shall have been called by the Company or by Holders as provided in Section 

14.02(b), in which case the Company or the Holders of Bonds of the series calling the meeting, 

as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman 

Exhibit B

Page 881

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[[3688162]]

and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a 

majority in aggregate principal amount of the Outstanding Bonds of all series represented at the 

meeting, considered as one class. 

(d) At any meeting each Holder or proxy shall be entitled to one vote for each One Thousand 

Dollars ($1,000) principal amount of Outstanding Bonds held or represented by such Holder; 

provided, however, that no vote shall be cast or counted at any meeting in respect of any Bond 

challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. 

The chairman of the meeting shall have no right to vote, except as a Holder of a Bond or proxy. 

(e) Any meeting duly called pursuant to Section 14.02 at which a quorum is present may be 

adjourned from time to time by Persons entitled to vote a majority in aggregate principal amount 

of the Outstanding Bonds of all series represented at the meeting, considered as one class; and 

the meeting may be held as so adjourned without further notice. 

SECTION 14.06. Counting Votes and Recording Action of Meetings. 

The vote upon any resolution submitted to any meeting of Holders shall be by written ballots on 

which shall be subscribed the signatures of the Holders or of their representatives by proxy and 

the principal amounts and serial numbers of the Outstanding Bonds, of the series with respect to 

which the meeting shall have been called, held or represented by them. The permanent chairman 

of the meeting shall appoint two (2) inspectors of votes who shall count all votes cast at the 

meeting for or against any resolution and who shall make and file with the secretary of the 

meeting their verified written reports of all votes cast at the meeting. A record in duplicate of the 

proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and 

there shall be attached to such record the original reports of the inspectors of votes on any vote 

by ballot taken thereat and affidavits by one or more persons having knowledge of the facts 

setting forth a copy of the notice of the meeting and showing that such notice was given as 

provided in Section 14.02 and, if applicable, Section 14.04. Each copy shall be signed and 

verified by the affidavits of the permanent chairman and secretary of the meeting and one such 

copy shall be delivered to the Company, and another to the Trustee to be preserved by the 

Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed 

and verified shall be conclusive evidence of the matters therein stated. 

SECTION 14.07. Action Without Meeting. 

In lieu of a vote of Holders at a meeting as hereinbefore contemplated in this Article, any 

request, demand, authorization, direction, notice, consent, waiver or other action may be made, 

given or taken by Holders by one or more written instruments as provided in Section 1.04. 

ARTICLE XV 

Exhibit B

Page 882

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73 of 117
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[[3688162]]

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

OFFICERS AND DIRECTORS 

SECTION 15.01. Liability Solely Corporate. 

No recourse shall be had for the payment of the principal of or premium, if any, or interest, if 

any, on any Bonds, or any part thereof, or for any claim based thereon or otherwise in respect 

thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or 

agreement under this Indenture or the Registration Rights Agreement, against any incorporator, 

stockholder, 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 this Indenture and all the Bonds are solely corporate obligations and that no 

personal liability whatsoever shall attach to, or be incurred by, any incorporator, stockholder, 

member, officer or director, past, present or future, of the Company or of any predecessor or 

successor corporation, either directly or indirectly through the Company or any predecessor or 

successor corporation, because of the indebtedness hereby authorized or under or by reason of 

any of the obligations, covenants or agreements contained in this Indenture or in any of the 

Bonds or to be implied herefrom or therefrom; and such personal liability, if any, is hereby 

expressly waived and released as a condition of, and as part of the consideration for, the 

execution and delivery of this Indenture and the issuance of the Bonds. 

ARTICLE XVI 

TAX MATTERS 

SECTION 16.01. Foreign Account Tax Compliance Act (FATCA). 

The Company agrees (i) to provide the Trustee with such reasonable information as it has in its 

possession to enable the Trustee to determine whether any payments pursuant to the Indenture 

are subject to the withholding requirements described in Section 1471(b) of the Code or 

otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or 

agreements thereunder or official interpretations thereof (“Applicable Law”), and (ii) that the 

Trustee shall be entitled to make any withholding or deduction from payments under the 

Indenture to the extent necessary to comply with Applicable Law, for which the Trustee shall not 

have any liability.. 

[Signature Page Follows] 

Exhibit B

Page 883

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74 of 117
Exhibit B

Page 884

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75 of 117
Exhibit B

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[[3688162]]

APPENDIX A 

RULE 144A/REGULATION S APPENDIX 

PROVISIONS RELATING TO INITIAL BONDS AND EXCHANGE BONDS 

1. Definitions 

1.1 Definitions. 

For the purposes of this Appendix the following terms shall have the meanings indicated below: 

“Initial Purchasers” means (1) with respect to the Initial Bonds issued on the Issue Date, Barclays Capital 

Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 

Morgan Stanley & Co. LLC, CIBC World Markets Corp., Mizuho Securities USA LLC, MUFG Securities Americas 

Inc., SMBC Nikko Securities America, Inc., U.S. Bancorp Investments, Inc., CastleOak Securities, L.P., Great Pacific 

Securities, Loop Capital Markets LLC, Samuel A. Ramirez & Company, Inc. and (2) with respect to each issuance of 

Additional Bonds, the Persons purchasing such Additional Bonds under the related Purchase Agreement. 

“Purchase Agreement” means (1) with respect to the Initial Bonds issued on the Issue Date, the Purchase 

Agreement dated November 27, 2017, among the Company and the representatives of the Initial Purchasers, and (2) 

with respect to each issuance of additional Bonds, the purchase agreement or underwriting agreement among the 

Company and the Persons purchasing such additional Bonds. 

“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. 

“Shelf Registration Statement” means the shelf registration statement filed by the Company in connection 

with the offer and sale of Initial Bonds pursuant to a Registration Rights Agreement. 

“Transfer Restricted Bonds” means Bonds that bear or are required to bear the legend set forth in 

Section 2.3(d)(i) hereof. 

“Unrestricted Bonds” means any Bonds that are not Transfer Restricted Bonds. 

1.2 Other Definitions. 

Term Defined in Section: 

“Regulation S” ....................................................................... 2.1(a)

“Regulation S Global Bond”................................................... 2.1(a)

“Resale Restriction Termination Date” ................................... 2.3(d)(i) 

“Restricted Global Bond” ....................................................... 2.1(a) 

“Restricted Period” ................................................................. 2.1(b) 

“Rule 144A” .......................................................................... 2.1(b) 

“Rule 144A Global Bond” ...................................................... 2.1(a) 

2. 

2.1 The Bonds. 

(a) Form and Dating. Bonds offered and sold to persons reasonably believed to be QIBs 

(“Rule 144A Global Bonds”) shall be issued initially in the form of one or more permanent Global Bonds in 

definitive, fully registered form, and Bonds offered and sold in reliance on Regulation S under the Securities Act 

(“Regulation S Global Bonds”) shall be issued initially in the form of one or more permanent Global Bonds in 

definitive, fully registered form, in each case without interest coupons and with the Global Bonds legend, Restricted 

Bonds legend and, if applicable, the OID Legend, in each case as set forth in Section 2.3 (each security, unless and 

Exhibit B

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until becoming an Unrestricted Bond in accordance with Section 2.3(d)(ii), a “Restricted Global Bond”), which shall 

be deposited on behalf of the holders of the Bonds represented thereby with the Trustee, as custodian for the 

Depositary (or with such other custodian as the Depositary may direct), and registered in the name of the Depositary 

or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter 

provided. Notwithstanding the foregoing, any Bonds offered and sold in reliance on Regulation S at such time as the 

Company is subject to Category 3 restrictions under Section 903 of the Securities Act shall be issued initially in the 

form of one or more temporary Global Bonds in fully registered form, which, after the expiration of the Restricted 

Period (as defined below), beneficial ownership interests therein may be exchanged for interests in a permanent 

Regulation S Global Bond (or a Rule 144A Global Bond) upon certification in form reasonably satisfactory to the 

Company and the Trustee that beneficial ownership interests in such temporary Global Bond are owned either by 

non-U.S. persons or U.S. persons who purchased such interests in a transaction that did not require registration 

under the Securities Act. 

(b) Book-Entry Provisions. This Section 2.1(b) shall apply only to a Global Bond deposited 

with or on behalf of the Depositary. 

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and 

deliver initially one or more Global Bonds that (a) shall be registered in the name of the Depositary for such Global 

Bond or Global Bonds or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary 

or pursuant to such Depositary’s instructions or held by the Trustee as custodian for the Depositary. If such Global 

Bonds are Restricted Global Bonds, then separate Global Bonds shall be issued to represent Rule 144A Global Bonds 

and Regulation S Global Bonds so long as required by law or the Depositary. 

Except as set forth in this Section 2.1(b), beneficial interests in the Regulation S Global Bond will not be 

exchangeable for interests in the Rule 144A Global Bond prior to the expiration of the period through and including 

the 40th day after the later of the commencement of the offering of any Bonds and the closing of such offering (such 

period, the “Restricted Period”) and then, after the expiration of the Restricted Period, may be exchanged for interests 

in a Rule 144A Global Bond only upon certification in form reasonably satisfactory to the Company and the Trustee 

that beneficial ownership interests in such Regulation S Global Bond are owned either by non-U.S. persons or U.S. 

persons who purchased such interests in a transaction that did not require registration under the Securities Act. 

Prior to the expiration of the Restricted Period, beneficial interests in the Regulation S Global Bond may be 

exchanged for beneficial interests in the Rule 144A Global Bond only if (i) such exchange occurs in connection with 

a transfer of the Bonds pursuant to Rule 144A under the Securities Act (“Rule 144A”), (ii) the transferor first delivers 

to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the effect that the beneficial interest in 

the Regulation S Global Bond is being transferred to a Person who the transferor reasonably believes to be a QIB and 

is purchasing for its own account or the account of a QIB, in each case in a transaction meeting the requirements of 

Rule 144A and (iii) the transfer is in accordance with all applicable securities laws. After the expiration of the 

Restricted Period, such certification requirements shall not apply to such transfers of beneficial interests in a Restricted 

Global Bond representing Regulation S Global Bonds. 

Beneficial interests in a Rule 144A Global Bond may be transferred to a Person who takes delivery in the 

form of an interest in the Regulation S Global Bond, whether before or after the expiration of the Restricted Period, 

only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit 1 hereto) to the 

effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available). 

The aggregate principal amount of the Global Bonds may from time to time be increased or decreased by 

adjustments made on the records of the Trustee and the Depositary or its nominee as provided herein and in the 

Indenture. 

(c) Certificated Bonds. Except as provided in Section 3.05 of the Indenture, owners of 

beneficial interests in Restricted Global Bonds shall not be entitled to receive Bonds in certificated form. Bonds in 

certificated form shall be exchangeable for beneficial interests in Global Bonds only as provided in Section 3.05 of 

the Indenture and Section 2.3 hereof. 

Exhibit B

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2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate 

principal amount of $500,000,000 Floating Rate Notes due 2018, an aggregate principal amount of 

$1,150,000,000 3.30% Senior Notes due 2027 and an aggregate principal amount of $850,000,000 3.95% 

Senior Notes due 2047, (2) any additional Bonds for an original issue in an aggregate principal amount 

specified in a Company Order pursuant to the Indenture and (3) Exchange Bonds for issue in a Registered 

Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial Bonds of 

the same series, in each case upon a Company Order, such order to specify the amount of the Bonds to be 

authenticated and the date on which the original issue of Bonds is to be authenticated, and, in the case of 

Exchange Bonds, upon receipt of a written certification contained in the letter of transmittal (or substantially 

similar electronic submission, including an agent’s message through the Depository) for the related 

Registered Exchange Offer, from Persons to receive such Exchange Bonds that (x) they are not broker-dealers 

who acquired Bonds directly from the Company, (y) they are not participating in a distribution of the 

Exchange Bonds and (z) they are not affiliates (as defined in Rule 144). 

2.3 Transfer and Exchange. 

(a) Transfer and Exchange of Global Bonds. The transfer and exchange of Global Bonds or 

beneficial interests therein shall be effected through the Depositary, in accordance with this Appendix and the 

Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary 

therefor. A transferor of a beneficial interest in a Global Bond shall deliver to the Registrar a written order given in 

accordance with the Depositary’s procedures containing information regarding the participant account of the 

Depositary to be credited with a beneficial interest in the Global Bond. The Registrar shall, in accordance with such 

instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial 

interest in the Global Bond and to debit the account of the Person making the transfer the beneficial interest in the 

Global Bond being transferred. 

(i) Notwithstanding any other provisions of this Appendix, a Global Bond may not 

be transferred as a whole except 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. 

(ii) In the event that a Restricted Global Bond is exchanged for Bonds in certificated 

form pursuant to Section 2.4(a) hereof, such Bonds may be exchanged only in accordance with such procedures as are 

substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth on 

the reverse of the Bonds intended to ensure that such transfers comply with Rule 144A or Regulation S or another 

applicable exemption under the Securities Act, as the case may be) and such other procedures as may from time to 

time be adopted by the Company. 

(b) Transfer and Exchange of Bonds in Certificated Form. When Bonds in certificated form 

are presented to the Registrar with a request (x) to register the transfer of such certificated Bonds or (y) to exchange 

such certificated Bonds for an equal principal amount of certificated Bonds of other authorized denominations, the 

Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such 

transaction are met; provided, however, that the certificated Bonds surrendered for transfer or exchange: 

(i) shall be duly endorsed or accompanied by a written instrument of transfer in form 

reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly 

authorized in writing; and 

(ii) if such certificated Bonds are required to bear a Restricted Bonds legend, they are 

being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to 

Section 2.3(c) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional 

information and documents, as applicable: 

(A) if such certificated Bonds are being delivered to the Registrar by a Holder 

for registration in the name of such Holder, without transfer, a certification from such 

Exhibit B

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Holder to that effect; or 

(B) if such certificated Bonds are being transferred to the Company or any 

Subsidiary thereof a certification to that effect; or 

(C) if such certificated Bonds are being transferred (x) pursuant to an 

exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 

under the Securities Act; or (y) in reliance upon another exemption from the requirements 

of the Securities Act: (I) a certification to that effect (in the form provided in Exhibit 1 

hereto) and (II) if the Company so requests, an opinion of counsel or other evidence 

reasonably satisfactory to it as to the compliance with the restrictions set forth in the 

applicable legends as set forth in Section 2.3(d). 

(c) Restrictions on Transfer of a Bond in Certificated Form for a Beneficial Interest in a Global 

Bond. A Bond in certificated form may not be exchanged for a beneficial interest in a Rule 144A Global Bond or a 

Regulation S Global Bond except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee 

of a Bond in certificated form, duly endorsed or accompanied by appropriate instruments of transfer, in form 

satisfactory to the Trustee, together with: 

(i) certification, in the form set forth on the reverse of the Bond, that such certificated 

Bond is either (A) being transferred to a person reasonably believed to be a QIB in accordance with Rule 144A or (B) 

being transferred after expiration of the Restricted Period by a Person who initially purchased such Bond in reliance 

on Regulation S to a buyer who elects to hold its interest in such Bond in the form of a beneficial interest in the 

Regulation S Global Bond; and 

(ii) written instructions directing the Trustee to make, or to direct the Bonds custodian 

to make, an adjustment on its books and records with respect to such Rule 144A Global Bond (in the case of a transfer 

pursuant to clause (c)(i)(A) of this Section 2.3) or Regulation S Global Bond (in the case of a transfer pursuant to 

clause (c)(i)(B) of this Section 2.3) to reflect an increase in the aggregate principal amount of the Bonds represented 

by the Rule 144A Global Bond or Regulation S Global Bond, as applicable, such instructions to contain information 

regarding the Depositary account to be credited with such increase, 

then the Trustee shall cancel such certificated Bond and cause, or direct the Bonds custodian to cause, in accordance 

with the standing instructions and procedures existing between the Depositary and the Bonds custodian, the aggregate 

principal amount of Bonds represented by the Rule 144A Global Bond or Regulation S Global Bond, as applicable, 

to be increased by the aggregate principal amount of the certificated Bond to be exchanged and shall credit or cause 

to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global 

Bond or Regulation S Global Bond, as applicable, equal to the principal amount of the certificated Bond so canceled. 

If no Rule 144A Global Bonds or Regulation S Global Bonds, as applicable, are then outstanding, the Company shall 

issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Rule 144A Global Bond or 

Regulation S Global Bond, as applicable, in the appropriate principal amount. 

(d) Legend. 

(i) Except as permitted by the following paragraph (ii) and (iii), each Bond certificate 

evidencing the Restricted Global Bonds (and all Bonds issued in exchange therefor or in substitution thereof) shall 

bear a legend in substantially the following form: 

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 

PRIOR TO (I) THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE 

OF BONDS INITIALLY ISSUED TO PERSONS REASONABLY BELIEVED TO BE QUALIFIED 

INSTITUTIONAL BUYERS: ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH 

SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY 

Exhibit B

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SUCCESSOR PROVISION THERETO] [IN THE CASE OF A REGULATION S GLOBAL BOND: 40 DAYS 

AFTER THE LAST DATE OF THE ORIGINAL ISSUANCE OF THE BONDS OR SUCH SHORTER PERIOD OF 

TIME AS PERMITTED BY REGULATION S OR ANY SUCCESSOR PROVISION THERETO] AND (II) A 

LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, OTHER THAN (A)(1) TO PACIFIC 

GAS AND ELECTRIC COMPANY (THE “COMPANY”) OR ONE OF ITS SUBSIDIARIES, (2) IN A 

TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER 

THE SECURITIES ACT, (3) SO LONG AS THIS BOND IS ELIGIBLE FOR RESALE PURSUANT TO RULE 

144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY 

BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A 

PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL 

BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING 

MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR 

ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS BOND), (4) IN AN OFFSHORE 

TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE 

SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE 

CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS BOND), (5) IN ACCORDANCE WITH ANOTHER 

APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT 

(AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (6) PURSUANT 

TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN EACH CASE 

IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED 

STATES OR IN ANY OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING 

THIS BOND, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A 

QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) A NON-US PERSON 

OUTSIDE THE UNITED STATES WITHIN THE MEANING OF, OR AN ACCOUNT SATISFYING THE 

REQUIREMENTS OF PARAGRAPH (K)(2) OF RULE 902 UNDER, REGULATION S UNDER THE 

SECURITIES ACT”. 

Each Bond in certificated form shall also bear the following additional legend: 

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND 

TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT 

MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING 

RESTRICTIONS. 

Each Regulation S Global Bond shall also bear the following legend: 

BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON 

NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS BOND IN AN 

OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. 

Each temporary Regulation S Global Bond shall also bear the following legend: 

THE RIGHTS ATTACHING TO THIS TEMPORARY REGULATION S GLOBAL BOND, AND THE 

CONDITIONS AND PROCEDURES GOVERNING (I) THE EXCHANGE OF BENEFICIAL INTERESTS IN 

THIS TEMPORARY REGULATION S GLOBAL BOND FOR INTERESTS IN THE REGULATION S GLOBAL 

BOND OR RULE 144A GLOBAL BOND AND (II) THE TRANSFER OF INTERESTS IN THIS TEMPORARY 

REGULATION S GLOBAL BOND, ARE AS SPECIFIED IN THE INDENTURE REFERRED TO ON THE 

REVERSE HEREOF. 

(ii) The Company, acting in its discretion, may remove the Restricted Bonds legend 

set forth in paragraph (i) above from any Transfer Restricted Bond at any time on or after the Resale Restriction 

Termination Date applicable to such Transfer Restricted Bond. Without limiting the generality of the preceding 

sentence, the Company may effect such removal by issuing and delivering, in exchange for such Transfer Restricted 

Bond, an Unrestricted Bond without such legend, registered to the same Holder and in an equal principal amount, and 

upon receipt by the Trustee of a Company Order stating that the Resale Restriction Termination Date applicable to 

Exhibit B

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such Transfer Restricted Bond has occurred and requesting the authentication and delivery of an Unrestricted Bond in 

exchange therefor given at least three Business Days in advance of the proposed date of exchange specified therein 

(which shall be no earlier than such Resale Restriction Termination Date), the Trustee shall authenticate and deliver 

such Unrestricted Bond to the Depositary or pursuant to such Depositary’s instructions or hold such Bond as custodian 

for the Depositary and shall request the Depositary to, or, if the Trustee is custodian of such Transfer Restricted Bond, 

shall itself, surrender such Transfer Restricted Bond in exchange for such Unrestricted Bond without such legend and 

thereupon cancel such Transfer Restricted Bond so surrendered, all as directed in such order. For purposes of 

determining whether the Resale Restriction Termination Date has occurred with respect to any Bonds evidenced by a 

Transfer Restricted Bond or delivering any Company Order pursuant to this Section 2.3(d)(ii) with respect to such 

Bonds, (x) only those Bonds which a Principal Officer of the Company actually knows (after reasonable inquiry) to 

be or to have been owned by an Affiliate of the Company shall be deemed to be or to have been, respectively, owned 

by an Affiliate of the Company; and (y) “Principal Officer” means the principal executive officer, the principal 

financial officer, the treasurer or the principal accounting officer of the Company. 

For purposes of this Section 2.3(d)(ii), all provisions relating to the removal of the legend set forth in paragraph 

(i) above shall relate, if the Resale Restriction Termination Date has occurred only with respect to a portion of the 

Bonds evidenced by a Transfer Restricted Bond, to such portion of the Bonds so evidenced as to which the Resale 

Restriction Termination Date has occurred. 

Each holder of any Bonds evidenced by any Restricted Global Bond, by its acceptance thereof, (A) authorizes and 

consents to, (B) appoints the Company as its agent for the sole purpose of delivering such electronic messages, 

executing and delivering such instruments and taking such other actions, on such holder’s behalf, as the Depositary 

or the Trustee may require to effect, and (C) upon the request of the Company, agrees to deliver such electronic 

messages, execute and deliver such instruments and take such other actions as the Depositary or the Trustee may 

require, or as shall otherwise be necessary to effect, the removal of the legend set forth in Section 2.3(d)(i) (including 

by means of the exchange of all or a portion of such Restricted Global Bond evidencing such Bond for a certificate 

evidencing such Bond that does not bear such legend) at any time after the Resale Restriction Termination Date. 

(iii) Upon any sale or transfer of a Transfer Restricted Bond that is a certificated Bond 

pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such 

Transfer Restricted Bond for a certificated Bond that does not bear the legend set forth above and rescind any 

restriction on the transfer of such Transfer Restricted Bond, if the transferor thereof certifies in writing to the Registrar 

that, and if the Company or the Trustee so request, delivers an opinion of counsel to the effect that, such sale or transfer 

was made in reliance on Rule 144 (such certification to be in the form provided in Exhibit 1 hereto). 

(iv) Each Bond certificate evidencing the Restricted Global Bonds (and all Bonds 

issued in exchange therefor or in substitution thereof), shall bear a legend in substantially the following form, if 

required in the Company’s reasonable determination (the “OID Legend”): 

SOLELY FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS BOND WILL BE TREATED AS 

ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). UPON REQUEST, THE COMPANY WILL PROMPTLY 

MAKE AVAILABLE TO A HOLDER OF THIS BOND THE FOLLOWING INFORMATION: (1) THE ISSUE 

PRICE AND ISSUE DATE OF THIS BOND, (2) THE AMOUNT OF OID, (3) THE YIELD TO MATURITY OF 

THIS BOND, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. 

TREASURY REGULATIONS. HOLDERS SHOULD CONTACT THE CHIEF FINANCIAL OFFICER AT 77 

BEALE STREET, SAN FRANCISCO, CA 94105. 

(v) After a transfer of any Initial Bonds pursuant to and during the period of the 

effectiveness of a Shelf Registration Statement with respect to such Initial Bonds, an Initial Bond without restrictive 

transfer legends will be available to the transferee of the Holder of such Initial Bonds upon exchange of such 

transferring Holder’s certificated Initial Bond or directions to transfer such Holder’s interest in the Global Bond, as 

applicable. 

Exhibit B

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(vi) Upon the consummation of a Registered Exchange Offer with respect to the 

Initial Bonds, Exchange Bonds without restrictive transfer legends will be available to Holders that exchange such 

Initial Bonds in such Registered Exchange Offer. 

(e) Restrictions on Transfer of Temporary Regulation S Global Bonds. During the Restricted 

Period, beneficial ownership interests in temporary Regulation S Global Bonds may only be sold, pledged or 

transferred in accordance with the applicable procedures of the Depositary and only (i) to the Company, (ii) in an 

offshore transaction in accordance with Regulation S (other than a transaction resulting in an exchange for an interest 

in a Regulation S Global Bond) or (iii) pursuant to an effective registration statement under the Securities Act, in each 

case, in accordance with any applicable securities laws of any state of the United States. 

(f) Cancellation or Adjustment of Global Bond. At such time as all beneficial interests in a 

Global Bond have either been exchanged for certificated Bonds, redeemed, purchased or canceled, such Global Bond 

shall be returned to the Company for cancellation or retained and canceled by the Trustee. At any time prior to such 

cancellation, if any beneficial interest in a Global Bond is exchanged for certificated Bonds, redeemed, purchased or 

canceled, the principal amount of Bonds represented by such Global Bond shall be reduced and an adjustment shall 

be made on the books and records of the Trustee (if it is then the custodian for such Global Bond) with respect to such 

Global Bond, by the Trustee or the custodian, to reflect such reduction. 

(g) No Obligation of the Trustee. The Trustee shall have no obligation or duty to monitor, 

determine or inquire as to compliance with any restrictions on transfer imposed under this Appendix or the Indenture 

or under applicable law with respect to any transfer of any interest in any Bond (including any transfers between or 

among Depositary participants, members or beneficial owners in any Global Bond) other than to require delivery of 

such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly 

required by, the terms of this Appendix and the Indenture, and to examine the same to determine substantial 

compliance as to form with the express requirements hereof. 

2.4 Certificated Bonds. 

(h) A Global Bond deposited with the Depositary or with the Trustee as custodian for the 

Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated 

Bonds in an aggregate principal amount equal to the principal amount of such Global Bond, in exchange for such 

Global Bond, only in circumstances pursuant to Section 3.05 of the Indenture and only if such transfer complies with 

Section 2.3 hereof. 

(i) Any Global Bond that is transferable to the beneficial owners thereof pursuant to this 

Section 2.4 shall be surrendered by the Depositary or the custodian to the Trustee located at its Corporate Trust Office 

to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and 

deliver, upon such transfer of each portion of such Global Bond, an equal aggregate principal amount of certificated 

Bonds of authorized denominations. Any portion of a Global Bond transferred pursuant to this Section 2.4 shall be 

executed, authenticated and delivered only in denominations equal to $100,000 or an integral multiple of $1,000 in 

excess thereof, and registered in such names as the Depositary shall direct. Any certificated Bond delivered in 

exchange for an interest in a Global Bond shall, except as otherwise provided by Section 2.3, bear the Restricted Bonds 

legend, certificated Bonds legend and, if applicable, the OID Legend. 

(j) In no event shall beneficial interests in a temporary Regulation S Global Bond be 

transferred or exchanged for certificated Bonds prior to (x) the expiration of the Restricted Period and (y) the receipt 

by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of Regulation S under the Securities 

Act. 

Exhibit B

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EXHIBIT 1 TO RULE 144A/REGULATION S APPENDIX 

[Face of Bond] 

FORM OF BOND 

THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE 

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY 

(AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL BOND 

IS EXCHANGEABLE FOR BONDS REGISTERED IN THE NAME OF ANY PERSON 

OTHER THAN SUCH DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED 

CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS 

EXCHANGED IN WHOLE OR IN PART FOR BONDS IN CERTIFICATED FORM, THIS 

GLOBAL BOND 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 CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE 

OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO 

THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF 

TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN 

THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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. 

[Insert Restricted Bonds legend, if applicable] 

[Insert Regulation S Global Bonds legend, if applicable] 

[Insert temporary Regulation S Global Bonds legend, if applicable] 

[Insert OID Legend, if applicable] 

Exhibit B

Page 893

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84 of 117
Ex. 1 - 2 

[[3688162]]

[Form of 2018 Note] 

FORM OF FLOATING RATE SENIOR NOTES DUE NOVEMBER 28, 2018 

[INSERT FORM OF BOND AND LEGENDS FROM APPENDIX AS APPROPRIATE] 

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

THE REVERSE HEREOF: 

PRINCIPAL AMOUNT: 

$[●],000,000 

ISSUE DATE: 

November 29, 2017 

INTEREST RATE: 

3-month LIBOR plus 0.23% per annum 

MATURITY DATE: 

November 28, 2017 

INTEREST PAYMENT DATES: 

February 28, 2018, May 28, 2018, 

August 28, 2018 and the Maturity 

Date 

THIS SENIOR NOTE IS A: 

☒ Global Book-Entry Bond 

☐ Certificated Bond 

REGISTERED OWNER: Cede & Co., as 

nominee of The Depository Trust Company 

3-month LIBOR plus 0.23% per 

annum 

 

Exhibit B

Page 894

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85 of 117
Ex. 1 - 3 

[[3688162]]

PACIFIC GAS AND ELECTRIC COMPANY 

FLOATING RATE SENIOR NOTES DUE NOVEMBER 28, 2018 

(Floating Rate) 

No. [●] 

CUSIP No: [●] 

Principal Amount: $[●]

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 Issue Date stated above or, in the case 

of a Floating Rate Senior Note due November 28, 2018 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 November 28, 2018 (this “Senior Note,” and together with all other Floating Rate Senior Notes due 

November 28, 2018, the “Senior Notes”) 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, as applicable; 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 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 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. 

Exhibit B

Page 895

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86 of 117
Ex. 1 - 4 

[[3688162]]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: ___________________ 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

 Name: 

 Title: 

By: 

 Name: 

 Title: 

 

Exhibit B

Page 896

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87 of 117
Ex. 1 - 5 

[[3688162]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This Senior Note is one of the Bonds of the series designated as the 2018 Notes referred to in the withinmentioned Indenture. 

Dated: ___________________ 

THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., as Trustee 

By: 

Authorized Signatory 

 

Exhibit B

Page 897

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88 of 117
Ex. 1 - 6 

[[3688162]]

Reverse of Senior Note 

This Floating Rate Senior Note due November 28, 2018 is one of a duly authorized issue of Bonds of the 

Company, issued and issuable under the Indenture, dated as of November 29, 2017 (the “Indenture”), between the 

Company and The Bank of New York Mellon 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 designated as the Floating Rate 

Senior Notes due November 28, 2018, 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 February 28, 2018, May 28, 2018 and August 

28, 2018 (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 0.23% (23 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 Issue Date, plus 0.23% (23 basis points) per annum, which shall be [●]%. 

[However, upon the occurrence or failure to occur of certain events specified in the Registration Rights Agreement, 

the Company shall, subject to the terms and conditions set forth in the Registration Rights Agreement, pay additional 

interest on the principal amount of this Note after such event occurs or fails to occur so long as such event continues 

or fails to occur, as the case may be. Such additional interest shall be payable in addition to any other interest payable 

from time to time with respect to this Note.]1

The “Initial Interest Period” will be the period from and including the 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 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 Issue Date in the case of the Initial Interest Period, will be the rate determined as of the applicable Interest 

Determination Date. The “Interest Determination Date” will be the second London Business Day immediately 

preceding the 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 three-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’ 

 

1

 To be included if the Note is an Initial Bond. 

Exhibit B

Page 898

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89 of 117
Ex. 1 - 7 

[[3688162]]

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 Company to 

provide the Calculation Agent with a quotation of the rate at which deposits of U.S. dollars having a threemonth 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 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 Company 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. 

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 February 28, 2018, May 28, 2018, August 28, 2018 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 Issue Date stated above if no interest has been paid or provided for with respect to this Senior Note) to but excluding 

Exhibit B

Page 899

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Ex. 1 - 8 

[[3688162]]

the Interest Payment Date or the Maturity Date. Accrued interest hereon from the 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 

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 hundredthousandth 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 New 

York law as the same may be modified by United States law of general applicability. 

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 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 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 

Exhibit B

Page 900

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Ex. 1 - 9 

[[3688162]]

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 $100,000 and 

integral multiples of $1,000 in excess 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 New York 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 

or the Registration Rights Agreement, 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. 

Exhibit B

Page 901

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Ex. 1 - 10 

[[3688162]]

ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to 

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

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

and irrevocably appoint agent to transfer this Security 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 other 

side of this Security. 

Signature Guarantee: 

(Signature must be guaranteed) 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, 

which requirements include membership or participation in the Security Transfer Agent Medallion Program 

(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, 

or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

[Include the following only if the Restricted Securities Legend is included hereon] 

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to one year 

(or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision 

thereto) after the later of the Issue Date hereof and the last date, if any, on which such Securities were owned 

by the Company or any Affiliate of the Company (or, in the case of Regulation S Securities, prior to the 

expiration of the Restricted Period), the undersigned confirms that such Securities are being transferred in 

accordance with their terms: 

CHECK ONE BOX BELOW 

(1) to the Company or any Subsidiary thereof; or 

(2) pursuant to a registration statement which has become effective under the Securities Act of 

1933, as amended (the “Securities Act”); or 

(3) for so long as the Securities are eligible for resale pursuant to Rule 144A, to a person who the 

undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A 

under the Securities Act) that is purchasing for its own account or for the account of a 

qualified institutional buyer to whom notice is given that such transfer is being made in 

reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the 

Securities Act; or 

(4) pursuant to offers and sales that occur outside the United States within the meaning of 

Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; 

or 

(5) pursuant to another exemption from registration under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this 

certificate in the name of any person other than the registered holder thereof; provided, however, that if box 

(5) is checked, the Company and the Trustee shall be entitled to require, prior to registering any such transfer of 

the Securities, such legal opinions, certifications or other evidence as may reasonably be required in order to 

Exhibit B

Page 902

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Ex. 1 - 11 

[[3688162]]

determine that the proposed transfer is being made in compliance with the Securities Act and applicable state 

securities laws. 

Signature 

Exhibit B

Page 903

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94 of 117
Ex. 1 - 12 

[[3688162]]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND 

The initial principal amount of this Global Bond is $[●]. The following increases or decreases in 

this Global Bond have been made: 

Date of 

Exchange 

Amount of 

decrease 

in 

Principal 

Amount of 

this Global 

Bond 

Amount of 

increase 

in 

Principal 

Amount 

of 

this Global 

Bond 

Principal 

Amount of 

this Global 

Bond 

following such 

decrease (or 

increase) 

Signature of 

authorized 

officer 

of 

Trustee or 

Depositary 

 

Exhibit B

Page 904

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95 of 117
Ex. 1 - 13 

[[3688162]]

[Form of 2027 Note] 

FORM OF 3.30% SENIOR NOTES DUE DECEMBER 1, 2027 

[INSERT FORM OF BOND AND LEGENDS FROM APPENDIX AS APPROPRIATE] 

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION 

SET FORTH ON THE REVERSE HEREOF: 

PRINCIPAL AMOUNT: 

$[●] 

ISSUE DATE: 

November 29, 2017 

INTEREST RATE: 

3.30% per annum 

MATURITY DATE: 

December 1, 2027 

INTEREST PAYMENT DATES: 

June 1 and December 1, commencing 

June 1, 2018 

THIS SENIOR NOTE IS A: 

☒ Global Book-Entry Bond 

☐ Certificated Bond 

REGISTERED OWNER: Cede & Co., as 

nominee of The Depository Trust 

Company 

 

Exhibit B

Page 905

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96 of 117
Ex. 1 - 14 

[[3688162]]

PACIFIC GAS AND ELECTRIC COMPANY 

3.30% SENIOR NOTES DUE DECEMBER 1, 2027 

(Fixed Rate) 

No. [●] 

CUSIP No: [●] 

Principal Amount: $[●]

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 Issue Date stated above or, in the case 

of a 3.30% Senior Note due December 1, 2027 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 June 1, 2018 at the 

rate of 3.30% per annum until the principal hereof is paid or made available for payment[; provided, however, that, 

upon the occurrence or failure to occur of certain events specified in the Registration Rights Agreement, the Company 

shall, subject to the terms and conditions set forth in the Registration Rights Agreement, pay additional interest on the 

principal amount of this Note after such event occurs or fails to occur so long as such event continues or fails to occur, 

as the case may be. Such additional interest shall be payable in addition to any other interest payable from time to time 

with respect to this Note]2. 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 3.30% Senior Note due December 

1, 2027 (this “Senior Note,” and together with all other 3.30% Senior Notes due December 1, 2027, 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 May 15 and November 15 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 November 29, 2017 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 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 

 

2

 To be included if the Senior Note is an Initial Bond. 

Exhibit B

Page 906

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97 of 117
Ex. 1 - 15 

[[3688162]]

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. 

Exhibit B

Page 907

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98 of 117
Ex. 1 - 16 

[[3688162]]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: ___________________ 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

 

Exhibit B

Page 908

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99 of 117
Ex. 1 - 17 

[[3688162]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This Senior Note is one of the Bonds of the series designated as 2027 Notes referred to in the withinmentioned Indenture. 

Dated: ___________________ 

THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., As Trustee 

By: 

Authorized Signatory 

 

Exhibit B

Page 909

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100 of 117
Ex. 1 - 18 

[[3688162]]

Reverse of Senior Note 

This 3.30% Senior Note due December 1, 2027 is one of a duly authorized issue of Bonds of the Company, 

issued and issuable in one or more series under the Indenture, dated as of November 29, 2017 (the “Indenture”), 

between the Company and The Bank of New York Mellon 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 designated as the 

3.30% Senior Notes due December 1, 2027 established by the Company under the Indenture and initially issued in an 

aggregate principal amount of $1,150,000,000 on November 29, 2017. 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, (a) at any time prior to September 1, 2027 (the date that is 

three months prior to the Maturity Date) at a Redemption Price equal to the greater of: 

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

(ii) 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), calculated as if the Maturity Date of such Senior Notes was 

September 1, 2027 (the date that is three months prior to the Maturity Date), discounted to the Redemption 

Date on a semi-annual basis at the Adjusted Treasury Rate, plus 15 basis points, 

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

(b) at any time on or after September 1, 2027 (the date that is three months prior to the Maturity Date) at 100% of the 

principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to but not including 

the Redemption Date. For purposes of this Senior Note, “Comparable Treasury Issue” means the United States 

Treasury security selected by the applicable Quotation Agent as having a maturity comparable to the remaining term 

of this Senior Note, assuming, for such purpose, that this Senior Note matured on September 1, 2027 (the date that is 

three months prior to the Maturity Date)), that would be used, at the time of the selection and in accordance with 

customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining 

term of this Senior Note. 

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 postageprepaid not less than 10 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 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 $2,000 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. 

Exhibit B

Page 910

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101 of 117
Ex. 1 - 19 

[[3688162]]

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 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 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. 

Exhibit B

Page 911

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102 of 117
Ex. 1 - 20 

[[3688162]]

The Senior Notes are issuable only in registered form without coupons in denominations of $100,000 and 

any integral multiple of $1,000 in excess 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 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 New York 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 

or the Registration Rights Agreement, 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. 

Exhibit B

Page 912

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103 of 117
Ex. 1 - 21 

[[3688162]]

ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to 

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

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

and irrevocably appoint agent to transfer this Security 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 other 

side of this Security. 

Signature Guarantee: 

(Signature must be guaranteed) 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, 

which requirements include membership or participation in the Security Transfer Agent Medallion Program 

(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, 

or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

[Include the following only if the Restricted Securities Legend is included hereon] 

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to one year 

(or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision 

thereto) after the later of the Issue Date hereof and the last date, if any, on which such Securities were owned 

by the Company or any Affiliate of the Company (or, in the case of Regulation S Securities, prior to the 

expiration of the Restricted Period), the undersigned confirms that such Securities are being transferred in 

accordance with their terms: 

CHECK ONE BOX BELOW 

(1) to the Company or any Subsidiary thereof; or 

(2) pursuant to a registration statement which has become effective under the Securities Act of 

1933, as amended (the “Securities Act”); or 

(3) for so long as the Securities are eligible for resale pursuant to Rule 144A, to a person who the 

undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A 

under the Securities Act) that is purchasing for its own account or for the account of a 

qualified institutional buyer to whom notice is given that such transfer is being made in 

reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the 

Securities Act; or 

(4) pursuant to offers and sales that occur outside the United States within the meaning of 

Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; 

or 

(5) pursuant to another exemption from registration under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this 

certificate in the name of any person other than the registered holder thereof; provided, however, that if box 

(5) is checked, the Company and the Trustee shall be entitled to require, prior to registering any such transfer of 

the Securities, such legal opinions, certifications or other evidence as may reasonably be required in order to 

Exhibit B

Page 913

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104 of 117
Ex. 1 - 22 

[[3688162]]

determine that the proposed transfer is being made in compliance with the Securities Act and applicable state 

securities laws. 

Signature 

Exhibit B

Page 914

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105 of 117
Ex. 1 - 23 

[[3688162]]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND 

The initial principal amount of this Global Bond is $[●]. The following increases or decreases in 

this Global Bond have been made: 

Date of 

Exchange 

Amount of 

decrease 

in 

Principal 

Amount of 

this Global 

Bond 

Amount of 

increase 

in 

Principal 

Amount 

of 

this Global 

Bond 

Principal 

Amount of 

this Global 

Bond 

following such 

decrease (or 

increase) 

Signature of 

authorized 

officer 

of 

Trustee or 

Depositary 

Exhibit B

Page 915

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106 of 117
Ex. 1 - 24 

[[3688162]]

[Form of 2047 Note] 

FORM OF 3.95% SENIOR NOTES DUE DECEMBER 1, 2047 

[INSERT FORM OF BOND AND LEGENDS FROM APPENDIX AS APPROPRIATE] 

THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION 

SET FORTH ON THE REVERSE HEREOF: 

PRINCIPAL AMOUNT: 

$[●] 

ISSUE DATE: 

November 29, 2017 

INTEREST RATE: 

3.95% per annum 

MATURITY DATE: 

December 1, 2047 

INTEREST PAYMENT DATES: 

June 1 and December 1, commencing 

June 1, 2018 

THIS SENIOR NOTE IS A: 

☒ Global Book-Entry Bond 

☐ Certificated Bond 

REGISTERED OWNER: Cede & Co., as 

nominee of The Depository Trust 

Company 

 

Exhibit B

Page 916

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107 of 117
Ex. 1 - 25 

[[3688162]]

PACIFIC GAS AND ELECTRIC COMPANY 

3.95% SENIOR NOTES DUE DECEMBER 1, 2047 

(Fixed Rate) 

No. [●] 

CUSIP No: [●] 

Principal Amount: $[●]

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 Issue Date stated above or, in the case 

of a 3.95% Senior Note due December 1, 2047 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 June 1, 2018 at the 

rate of 3.95% per annum until the principal hereof is paid or made available for payment[; provided, however, that, 

upon the occurrence or failure to occur of certain events specified in the Registration Rights Agreement, the Company 

shall, subject to the terms and conditions set forth in the Registration Rights Agreement, pay additional interest on the 

principal amount of this Note after such event occurs or fails to occur so long as such event continues or fails to occur, 

as the case may be. Such additional interest shall be payable in addition to any other interest payable from time to time 

with respect to this Note]3. 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 3.95% Senior Note due December 

1, 2047 (this “Senior Note,” and together with all other 3.95% Senior Notes due December 1, 2047, 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 May 15 and November 15 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 November 29, 2017 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 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 

 

3

 To be included if the Senior Note is an Initial Bond. 

Exhibit B

Page 917

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108 of 117
Ex. 1 - 26 

[[3688162]]

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. 

Exhibit B

Page 918

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109 of 117
Ex. 1 - 27 

[[3688162]]

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

Dated: ___________________ 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

 

Exhibit B

Page 919

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110 of 117
Ex. 1 - 28 

[[3688162]]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This Senior Note is one of the Bonds of the series designated 2047 Notes referred to in the within-mentioned 

Indenture. 

Dated: ___________________ 

THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., As Trustee 

By: 

Authorized Signatory 

 

Exhibit B

Page 920

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111 of 117
Ex. 1 - 29 

[[3688162]]

Reverse of Senior Note 

This 3.95% Senior Note due December 1, 2047 is one of a duly authorized issue of Bonds of the Company, 

issued and issuable in one or more series under the Indenture, dated as of November 29, 2017 (the “Indenture”), 

between the Company and The Bank of New York Mellon 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 designated as the 

3.95% Senior Notes due December 1, 2047 established by the Company under the Indenture and initially issued in an 

aggregate principal amount of $850,000 on November 29, 2017. 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, (a) at any time prior to June 1, 2047 (the date that is six 

months prior to the Maturity Date) at a Redemption Price equal to the greater of: 

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

(ii) 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), calculated as if the Maturity Date of such Senior Notes was 

June 1, 2047 (the date that is six months prior to the Maturity Date), discounted to the Redemption Date on 

a semi-annual basis at the Adjusted Treasury Rate, plus 20 basis points, 

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

(b) at any time on or after June 1, 2047 (the date that is six months prior to the Maturity Date) at 100% of the principal 

amount of the Senior Notes to be redeemed, plus accrued and unpaid interest thereon to but not including the 

Redemption Date. For purposes of this Senior Note, “Comparable Treasury Issue” means the United States Treasury 

security selected by the applicable Quotation Agent as having a maturity comparable to the remaining term of this 

Senior Note, assuming, for such purpose, that this Senior Note matured on June 1, 2047 (the date that is six months 

prior to the Maturity Date)), that would be used, at the time of the selection and in accordance with customary financial 

practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Senior 

Note. 

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 postageprepaid not less than 10 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 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 $2,000 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. 

Exhibit B

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[[3688162]]

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 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 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. 

Exhibit B

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[[3688162]]

The Senior Notes are issuable only in registered form without coupons in denominations of $100,000 and 

any integral multiple of $1,000 in excess 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 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 New York 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 

or the Registration Rights Agreement, 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. 

Exhibit B

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[[3688162]]

ASSIGNMENT FORM 

To assign this Security, fill in the form below: 

I or we assign and transfer this Security to 

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

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

and irrevocably appoint agent to transfer this Security 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 other 

side of this Security. 

Signature Guarantee: 

(Signature must be guaranteed) 

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, 

which requirements include membership or participation in the Security Transfer Agent Medallion Program 

(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, 

or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

[Include the following only if the Restricted Securities Legend is included hereon] 

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to one year 

(or such shorter period of time as permitted by Rule 144 under the Securities Act or any successor provision 

thereto) after the later of the Issue Date hereof and the last date, if any, on which such Securities were owned 

by the Company or any Affiliate of the Company (or, in the case of Regulation S Securities, prior to the 

expiration of the Restricted Period), the undersigned confirms that such Securities are being transferred in 

accordance with their terms: 

CHECK ONE BOX BELOW 

(1) to the Company or any Subsidiary thereof; or 

(2) pursuant to a registration statement which has become effective under the Securities Act of 

1933, as amended (the “Securities Act”); or 

(3) for so long as the Securities are eligible for resale pursuant to Rule 144A, to a person who the 

undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A 

under the Securities Act) that is purchasing for its own account or for the account of a 

qualified institutional buyer to whom notice is given that such transfer is being made in 

reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the 

Securities Act; or 

(4) pursuant to offers and sales that occur outside the United States within the meaning of 

Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act; 

or 

(5) pursuant to another exemption from registration under the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this 

certificate in the name of any person other than the registered holder thereof; provided, however, that if box 

(5) is checked, the Company and the Trustee shall be entitled to require, prior to registering any such transfer of 

the Securities, such legal opinions, certifications or other evidence as may reasonably be required in order to 

Exhibit B

Page 924

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Ex. 1 - 33 

[[3688162]]

determine that the proposed transfer is being made in compliance with the Securities Act and applicable state 

securities laws. 

Signature 

 

Exhibit B

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Ex. 1 - 34 

[[3688162]]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL BOND 

The initial principal amount of this Global Bond is $[●]. The following increases or decreases in 

this Global Bond have been made: 

Date of 

Exchange 

Amount of 

decrease 

in 

Principal 

Amount of 

this Global 

Bond 

Amount of 

increase 

in 

Principal 

Amount 

of 

this Global 

Bond 

Principal 

Amount of 

this Global 

Bond 

following such 

decrease (or 

increase) 

Signature of 

authorized 

officer 

of 

Trustee or 

Depositary 

Exhibit B

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