EXHIBIT C-1 

Exhibit C-1 Page 1007

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First Supplemental Indenture 

Dated as of August 6, 2018 

to the Indenture 

Dated as of August 6, 2018 

____________________ 

PACIFIC GAS AND ELECTRIC COMPANY

Issuer

and 

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

Trustee

____________________ 

Exhibit C-1 Page 1008

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS ...................................................................................................1

ARTICLE II ESTABLISHMENT OF THE 2023 NOTES; TERMS .....................................3

SECTION 201 Establishment and Designation of the 2023 Notes ............................................3

SECTION 202 Form of the 2023 Notes .....................................................................................3

SECTION 203 Principal Amount of the 2023 Notes .................................................................4

SECTION 204 Interest Rates; Stated Maturity of the 2023 Notes; Minimum Denomination ...4

SECTION 205 No Sinking Fund ................................................................................................4

SECTION 206 Paying Agent and Bond Registrar......................................................................4

SECTION 207 Global Securities; Appointment of Depositary for Global Securities ...............4

SECTION 208 Optional Redemption of 2023 Notes .................................................................5

SECTION 209 Issuance of Additional Bonds ............................................................................6

SECTION 210 Other Terms of the 2023 Notes ..........................................................................7

ARTICLE III ESTABLISHMENT OF THE 2028 NOTES; TERMS .....................................7

SECTION 301 Establishment and Designation of the 2028 Notes ............................................7

SECTION 302 Form of the 2028 Notes .....................................................................................7

SECTION 303 Principal Amount of the 2028 Notes .................................................................8

SECTION 304 Interest Rates; Stated Maturity of the 2028 Notes; Minimum Denomination ...8

SECTION 305 No Sinking Fund ................................................................................................8

SECTION 306 Paying Agent and Bond Registrar......................................................................8

SECTION 307 Global Securities; Appointment of Depositary for Global Securities ...............8

SECTION 308 Optional Redemption of 2028 Notes .................................................................9

SECTION 309 Issuance of Additional Bonds ..........................................................................10

SECTION 310 Other Terms of the 2028 Notes ........................................................................11

ARTICLE IV REGISTRATION OF TRANSFER AND EXCHANGE ................................11

SECTION 401 Registration, Registration of Transfer and Exchange ......................................11

ARTICLE V MISCELLANEOUS ........................................................................................13

SECTION 501 Concerning the Trustee ....................................................................................13

SECTION 502 Application of First Supplemental Indenture ...................................................13

SECTION 503 Effective Date of First Supplemental Indenture ..............................................13

SECTION 504 Counterparts .....................................................................................................13

APPENDIX A – Rule 144A/Regulation S 

EXHIBIT 1 TO APPENDIX A

Exhibit C-1 Page 1009

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FIRST SUPPLEMENTAL INDENTURE, dated as of August 6, 2018 (this 

“Supplemental Indenture”), by and between PACIFIC GAS AND ELECTRIC COMPANY, a 

corporation duly organized and existing under the laws of the State of California (the 

“Company” or the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST 

COMPANY, N.A., a national banking association organized and existing under the laws of the 

United States of America, as Trustee under the Base Indenture (as hereinafter defined) (the 

“Trustee”).

RECITALS OF THE COMPANY

A. The Company and the Trustee are parties to that certain Indenture, dated as of 

August 6, 2018 (the “Base Indenture”), as supplemented by this Supplemental Indenture 

(collectively, the “Indenture”), providing for the issuance by the Company of an unlimited 

number of series of Bonds (as defined in the Base Indenture) from time to time. In accordance 

with Section 209 and Section 309, as applicable, of this Supplemental Indenture, the Company 

may issue an unlimited principal amount of Additional Bonds of any series.

B. Under the Base Indenture, the Company is authorized to establish one or more 

series of Bonds at any time in accordance with and subject to the provisions of the Base 

Indenture, and the terms of such series of Bonds may be described by a supplemental indenture 

executed by the Company and the Trustee.

C. The execution and delivery of this Supplemental Indenture has been authorized by 

a Board Resolution (as defined in the Base Indenture). 

D. Concurrent with the execution hereof, the Company has caused its counsel to 

deliver to the Trustee an Opinion of Counsel (as defined in the Base Indenture) pursuant to 

Section 13.03 of the Base Indenture, together with the documents required under Section 1.02 

and Article V of the Base Indenture.

E. The Company has done all things necessary to make this Supplemental Indenture 

a valid agreement of the Company, in accordance with its terms.

F. NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each 

other and for the equal and proportionate benefit of Holders of the 2023 Notes and the 2028 

Notes (each as defined below) with respect to all provisions herein applicable to each such 

series of notes, as follows: 

ARTICLE I

DEFINITIONS

Unless the context otherwise requires, capitalized terms used but not defined herein have 

the meaning set forth in the Base Indenture. For all purposes of this Supplemental Indenture, 

except as otherwise expressly provided or unless the context otherwise requires: all references to 

any amount of “interest” or any other amount payable on or with respect to any of the 2023 

Notes or the 2028 Notes shall be deemed to include payment of any Additional Interest pursuant 

to a Registration Rights Agreement (as defined herein), if applicable.

Exhibit C-1 Page 1010

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The following additional terms are hereby established for purposes of this Supplemental 

Indenture and shall have the meanings set forth in this Supplemental Indenture only for purposes 

of this Supplemental Indenture: 

“2023 Notes” means the 2023 Initial Notes, any Exchange Bonds issued in exchange 

therefor and any Additional 2023 Notes, treated as a single class of Bonds under the Indenture. 

“2028 Notes” means the 2028 Initial Notes, any Exchange Bonds issued in exchange 

therefor and any Additional 2028 Notes, treated as a single class of Bonds under the Indenture. 

“2023 Par Call Date” means July 1, 2023. 

“2028 Par Call Date” means May 1, 2028. 

“Additional 2023 Notes” means Additional Bonds issued pursuant to Section 209 having 

identical terms as the Initial 2023 Notes, other than as permitted by Section 209. 

“Additional 2028 Notes” means Additional Bonds issued pursuant to Section 309 having 

identical terms as the Initial 2028 Notes, other than as permitted by Section 309. 

“Additional Bonds” means Bonds issued under this Supplemental Indenture after the 

Original Issue Date and in compliance with Section 209 or Section 309, as applicable, it being 

understood that any Bonds issued in exchange for or replacement of any Initial Note issued on 

the Original Issue Date shall not be an Additional Bond, including any such Bonds issued 

pursuant to a Registration Rights Agreement. 

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

Registration Rights Agreement.

“Commission” means the Securities and Exchange Commission. 

“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.

“Initial 2023 Notes” means the $500,000,000 in aggregate principal amount of the 

Company’s 4.25% Senior Notes due 2023 issued under this Supplemental Indenture on the 

Original Issue Date and that contains the Restricted Global Bond legend. 

“Initial 2028 Notes” means the $300,000,000 in aggregate principal amount of the 

Company’s 4.65% Senior Notes due 2028 issued under this Supplemental Indenture on the 

Original Issue Date and that contains the Restricted Global Bond legend. 

Exhibit C-1 Page 1011

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“Initial Bonds” means (1) the Initial 2023 Notes and the Initial 2028 Notes and (2) 

Additional Bonds, if any, issued in a transaction exempt from the registration requirements of the 

Securities Act.

“Original Issue Date” means August 6, 2018. 

“Redemption Price” means with respect to the 2023 Notes, the price at which the 2023 

Notes may be redeemed pursuant to Section 208(a) or Section 208(b) hereto, as applicable, and 

with respect to the 2028 Notes, the price at which the 2028 Notes may be redeemed pursuant to 

Section 308(a) or Section 308(b) hereto, as applicable.

“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 Original Issue Date, among the Company, 

Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and 

SMBC Nikko Securities America, Inc., 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.

“Securities Act” means the Securities Act of 1933, as amended. 

_____________________ 

The words “herein,” “hereof” and “hereunder” and other words of similar import refer to 

this Supplemental Indenture as a whole and not to any particular Article, Section or other 

subdivision. 

ARTICLE II

ESTABLISHMENT OF THE 2023 NOTES; TERMS

SECTION 201 Establishment and Designation of the 2023 Notes. 

Pursuant to the terms hereof and Section 3.01 of the Base Indenture, the Company hereby 

establishes a first series of Bonds designated as the “4.25% Senior Notes due August 1, 2023” 

(the “2023 Notes”). The 2023 Notes may be reopened, from time to time, in accordance with 

Section 209 hereof. 

SECTION 202 Form of the 2023 Notes. 

Certain provisions relating to the Initial 2023 Notes and the Exchange Bonds are set forth 

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

Exhibit C-1 Page 1012

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incorporated in and expressly made a part of this Supplemental Indenture. The Initial 2023 Notes 

and the Exchange Bonds and the Trustee’s certificate of authentication for such Notes shall be 

substantially in the form of Exhibit 1 to Appendix A which is hereby incorporated in and 

expressly made a part of this Supplemental Indenture. 

The 2023 Notes shall bear such legends as may be required by Appendix A 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 2023 Notes shall be issued in the 

form of one or more Global Bonds in substantially the form set forth in Exhibit 1 to Appendix A. 

SECTION 203 Principal Amount of the 2023 Notes. 

The 2023 Notes shall be issued in an initial aggregate principal amount of $500,000,000. 

SECTION 204 Interest Rates; Stated Maturity of the 2023 Notes; Minimum Denomination. 

The 2023 Notes shall bear interest at the rate of 4.25% per annum and shall have a Stated 

Maturity of August 1, 2023. 

The 2023 Notes are issuable in denomination of $100,000 and any integral multiple of 

$1,000 in excess thereof. 

SECTION 205 No Sinking Fund. 

No sinking fund is provided for the 2023 Notes. 

SECTION 206 Paying Agent and Bond Registrar. 

The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the 

2023 Notes. The Place of Payment of the 2023 Notes shall be the Corporate Trust Office of the 

Trustee.

SECTION 207 Global Securities; Appointment of Depositary for Global Securities. 

The 2023 Notes shall be issued in the form of one or more permanent Global Bonds as 

provided in Section 3.13 of the Base Indenture and deposited with, or on behalf of, the 

Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company 

and authenticated by the Trustee, and shall bear the legend prescribed in Appendix A, as 

applicable. The Company hereby initially appoints The Depository Trust Company (“DTC”) to 

act as the Depositary with respect to all 2023 Notes, and the 2023 Notes shall initially be 

registered in the name of Cede & Co., as the nominee of DTC. 

The Company and DTC have executed a Blanket Letter of Representations, and the 

Trustee is hereby authorized, in connection with any successor nominee for DTC or any 

successor Depositary, to enter into appropriate or comparable arrangements, if necessary, and 

shall have the same rights with respect to its actions thereunder as it has with respect to its 

actions under the Indenture. 

Exhibit C-1 Page 1013

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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 208 Optional Redemption of 2023 Notes. 

(a) Subject to the terms and conditions of the Indenture, at any time prior to the 2023 

Par Call Date, the 2023 Notes are redeemable at the option of the Company in whole or in part at 

a Redemption Price equal to the greater of:

(i) 100% of the principal amount of the 2023 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 2023 Notes to be 

redeemed that would be due if the 2023 Notes matured on the 2023 Par Call Date (not 

including any portion of payments of interest accrued as of the Redemption Date), 

discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year 

consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points; 

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

Redemption Date.

(b) Subject to the terms and conditions of the Indenture, at any time on or after the 

2023 Par Call Date, the 2023 Notes are redeemable at the option of the Company in whole or in 

part at a Redemption Price equal to 100% of the principal amount of the 2023 Notes to be 

redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

(c) The Redemption Price shall be calculated assuming a 360-day year consisting of 

twelve 30-day months. 

(d) The Company shall calculate the Redemption Price for the redemption of any 

2023 Notes pursuant to Section 208(a) or Section 208(b), and notify the Trustee of such 

Redemption Price before it sends the amount of the Redemption Price to the Trustee or any 

Paying Agent.

(e) Notice of any redemption pursuant to Section 208(a) or Section 208(b) shall be 

given (i) to Holders of the 2023 Notes in the manner set forth in Section 6.04 of the Base 

Indenture and by e-mail to the Depositary and (ii) to the Trustee in accordance with Section 6.02 

of the Base Indenture. 

(f) For purposes of Section 208(a) hereof, the following terms have the following 

meanings:

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per 

annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, 

Exhibit C-1 Page 1014

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assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal 

amount) equal to the Comparable Treasury Price for the Redemption Date. The Adjusted 

Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by the 

Quotation Agent as having a maturity comparable to the remaining term of the 2023 Notes to be 

redeemed (assuming, for such purpose, that the 2023 Notes matured on the 2023 Par Call Date 

(the “remaining term”)), that would be used, at the time of selection and in accordance with 

customary financial practice, in pricing new issues of corporate debt securities of comparable 

maturity to the remaining term of the 2023 Notes to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date: (i) the 

average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding 

the highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if the Quotation 

Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all 

such Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company for 

the 2023 Notes. 

“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, Mizuho 

Securities USA LLC and RBC Capital Markets, LLC, (ii) a Primary Treasury Dealer (as defined 

below) selected by SMBC Nikko Securities America, Inc., or their respective affiliates or 

successors, unless any of them ceases to be a primary dealer in certain U.S. government 

securities (“Primary Treasury Dealer”), in which case the Company shall substitute another 

Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by the Company. 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury 

Dealer and any Redemption Date, 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. For 

purposes of this definition only, “Business Day” means any date that is not a day on which 

banking institutions in New York City are authorized or required by law or regulation to close. 

SECTION 209 Issuance of Additional Bonds. 

After the Original Issue Date, the Company shall, subject to compliance with the terms of 

this Supplemental Indenture but without notice to or the consent of any Holders, be entitled to 

create and issue Additional 2023 Notes under this Supplemental Indenture, which Additional 

2023 Notes shall have identical terms as, and rank equally and ratably with, the Initial 2023 

Notes issued on the Original Issue Date or the Exchange Bonds exchanged therefor (except for 

the issue price, issue date, the initial interest accrual date and, in some cases, the first Interest 

Payment Date). The Initial 2023 Notes and any Additional 2023 Notes and all Exchange Bonds 

shall be treated as a single class for all purposes under the Indenture; provided, however, that no 

Additional 2023 Notes may be issued with the same CUSIP number as the 2023 Notes 

previously issued under this Supplemental Indenture if such Additional 2023 Notes are not 

fungible with such previously issued 2023 Notes for U.S. federal income tax purposes. 

Exhibit C-1 Page 1015

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With respect to any Additional 2023 Notes, 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: 

(i) the aggregate principal amount of such Additional 2023 Notes to be authenticated and 

delivered pursuant to this Supplemental Indenture; 

(ii) the issue price, the issue date, the initial interest accrual date and the CUSIP number 

of such Additional 2023 Notes; and 

(iii) whether such Additional 2023 Notes shall be Initial 2023 Notes or shall be issued in 

the form of Exchange Bonds as set forth in Exhibit 1 to Appendix A. 

SECTION 210 Other Terms of the 2023 Notes. 

The other terms of the 2023 Notes shall be as expressly set forth herein and in Appendix 

A.

ARTICLE III

ESTABLISHMENT OF THE 2028 NOTES; TERMS

SECTION 301 Establishment and Designation of the 2028 Notes. 

Pursuant to the terms hereof and Section 3.01 of the Indenture, the Company hereby 

establishes a second series of Bonds designated as the “4.65 Senior Notes due August 1, 2028” 

(the “2028 Notes”). The 2028 Notes may be reopened, from time to time, for issuances of 

additional Bonds of such series, and any additional Bonds issued and comprising 2028 Notes 

shall have identical terms as the 2028 Notes, except that the issue price, issue date and, in some 

cases, the first Interest Payment Date may differ.

SECTION 302 Form of the 2028 Notes. 

Certain provisions relating to the Initial 2028 Notes and the Exchange Bonds are set forth 

in the Appendix A, which is hereby incorporated in and expressly made a part of this 

Supplemental Indenture. The Initial 2028 Notes and the Exchange Bonds and the Trustee’s 

certificate of authentication for such Notes shall be substantially in the form of Exhibit 1 to 

Appendix A which is hereby incorporated in and expressly made a part of this Supplemental 

Indenture. 

The 2028 Notes shall bear such legends as may be required by Appendix A 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 2028 Notes shall be issued in the 

form of one or more Global Bonds in substantially the form set forth in Exhibit 1 to Appendix A. 

Exhibit C-1 Page 1016

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SECTION 303 Principal Amount of the 2028 Notes. 

The 2028 Notes shall be issued in an initial aggregate principal amount of $300,000,000. 

SECTION 304 Interest Rates; Stated Maturity of the 2028 Notes; Minimum Denomination. 

The 2028 Notes shall bear interest at the rate of 4.65% per annum and shall have a Stated 

Maturity of August 1, 2028. 

The 2028 Notes are issuable in denomination of $100,000 and any integral multiple of 

$1,000 in excess thereof. 

SECTION 305 No Sinking Fund. 

No sinking fund is provided for the 2028 Notes. 

SECTION 306 Paying Agent and Bond Registrar. 

The Trustee is hereby appointed as initial Paying Agent and initial Bond Registrar for the 

2028 Notes. The Place of Payment of the 2028 Notes shall be the Corporate Trust Office of the 

Trustee.

SECTION 307 Global Securities; Appointment of Depositary for Global Securities. 

The 2028 Notes shall be issued in the form of one or more permanent Global Bonds as 

provided in Section 3.13 of the Base Indenture and deposited with, or on behalf of, the 

Depositary, or with the Trustee, as custodian for the Depositary, duly executed by the Company 

and authenticated by the Trustee, and shall bear the legend prescribed in Appendix A, as 

applicable. The Company hereby initially appoints The Depository Trust Company (“DTC”) to 

act as the Depositary with respect to all 2028 Notes, and the 2028 Notes shall initially be 

registered in the name of Cede & Co., as the nominee of DTC. 

The Company and DTC have executed a Blanket Letter of Representations, and the 

Trustee is hereby authorized, in connection with any successor nominee for DTC or any 

successor Depositary, to enter into appropriate or comparable arrangements, if necessary, and 

shall have the same rights with respect to its actions thereunder as it has with respect to its 

actions under the Indenture.

None of the Company, the Trustee, any Paying Agent or any Bond Registrar will have 

any responsibility or liability for any aspect of Depositary records relating to, or payments made 

on account of, beneficial ownership interests in a Global Bond or for maintaining, supervising or 

reviewing any Depositary records relating to such beneficial ownership interests, or for transfers 

of beneficial interests in the Bonds or any transactions between the Depositary and beneficial 

owners. 

Exhibit C-1 Page 1017

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SECTION 308 Optional Redemption of 2028 Notes. 

(a) Subject to the terms and conditions of the Indenture, at any time prior to the 2028 

Par Call Date, the 2028 Notes are redeemable at the option of the Company in whole or in part at 

a Redemption Price equal to the greater of:

(i) 100% of the principal amount of the 2028 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 2028 Notes to be 

redeemed that would be due if the 2028 Notes matured on the 2028 Par Call Date (not 

including any portion of payments of interest accrued as of the Redemption Date), 

discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year 

consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis points; 

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

Redemption Date.

(b) Subject to the terms and conditions of the Indenture, at any time on or after the 

2028 Par Call Date, the 2028 Notes are redeemable at the option of the Company in whole or in 

part at a Redemption Price equal to 100% of the principal amount of the 2028 Notes to be 

redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. 

(c) The Redemption Price shall be calculated assuming a 360-day year consisting of 

twelve 30-day months. 

(d) The Company shall calculate the Redemption Price for the redemption of any 

2028 Notes pursuant to Section 308(a) or Section 308(b), and notify the Trustee of such 

Redemption Price before it sends the amount of the Redemption Price to the Trustee or any 

Paying Agent.

(e) Notice of any redemption pursuant to Section 308(a) or Section 308(b) shall be 

given (i) to Holders of the 2028 Notes in the manner set forth in Section 6.04 of the Base 

Indenture and by e-mail to the Depositary and (ii) to the Trustee in accordance with Section 6.02 

of the Base Indenture. 

(f) For purposes of Section 308(a) hereof, the following terms have the following 

meanings:

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per 

annum equal to the semi-annual 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 the Redemption Date. The Adjusted 

Treasury Rate will be calculated on the third Business Day preceding the Redemption Date.

“Comparable Treasury Issue” means the United States Treasury security selected by the 

Quotation Agent as having a maturity comparable to the remaining term of the 2028 Notes to be 

redeemed (assuming, for such purpose, that the 2028 Notes matured on the 2028 Par Call Date 

Exhibit C-1 Page 1018

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(the “remaining term”)), that would be used, at the time of selection and in accordance with 

customary financial practice, in pricing new issues of corporate debt securities of comparable 

maturity to the remaining term of the 2028 Notes to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date: (i) the 

average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding 

the highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if the Quotation 

Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all 

such Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company for 

the 2028 Notes. 

“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, Mizuho 

Securities USA LLC and RBC Capital Markets, LLC, (ii) a Primary Treasury Dealer (as defined 

below) selected by SMBC Nikko Securities America, Inc., or their respective affiliates or 

successors, unless any of them ceases to be a primary dealer in certain U.S. government 

securities (“Primary Treasury Dealer”), in which case the Company shall substitute another 

Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury 

Dealer and any Redemption Date, 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. For 

purposes of this definition only, “Business Day” means any date that is not a day on which 

banking institutions in New York City are authorized or required by law or regulation to close. 

SECTION 309 Issuance of Additional Bonds 

After the Original Issue Date, the Company shall, subject to compliance with the terms of 

this Supplemental Indenture but without notice to or the consent of any Holders, be entitled to 

create and issue Additional 2028 Notes under this Supplemental Indenture, which Additional 

2028 Notes shall have identical terms as, and rank equally and ratably with, the Initial 2028 

Notes issued on the Original Issue Date or the Exchange Bonds exchanged therefor (except for 

the issue price, issue date, the initial interest accrual date and, in some cases, the first Interest 

Payment Date). The Initial 2028 Notes and any Additional 2028 Notes and all Exchange Bonds 

shall be treated as a single class for all purposes under the Indenture; provided, however, that no 

Additional 2028 Notes may be issued with the same CUSIP number as the 2028 Notes 

previously issued under this Supplemental Indenture if such Additional 2028 Notes are not 

fungible with such previously issued 2028 Notes for U.S. federal income tax purposes. 

With respect to any Additional 2028 Notes, 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: 

(i) the aggregate principal amount of such Additional 2028 Notes to be authenticated and 

delivered pursuant to this Supplemental Indenture; 

Exhibit C-1 Page 1019

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(ii) the issue price, the issue date, the initial interest accrual date and the CUSIP number 

of such Additional 2028 Notes; and 

(iii) whether such Additional 2028 Notes shall be Initial 2028 Notes or shall be issued in 

the form of Exchange Bonds as set forth in Exhibit 1 to Appendix A.

SECTION 310 Other Terms of the 2028 Notes. 

The other terms of the 2028 Notes shall be as expressly set forth herein and in the Appendix. 

ARTICLE IV

REGISTRATION OF TRANSFER AND EXCHANGE

SECTION 401 Registration, Registration of Transfer and Exchange. 

To the extent any provision of Article IV of this Supplemental Indenture is inconsistent with 

Section 3.05 of the Base Indenture, the provisions of Article IV of this Supplemental Indenture 

shall supersede the provisions of Section 3.05 of the Base Indenture with respect to the 2023 

Notes and the 2028 Notes (but not any other series of Bonds). 

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 this Section 401 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 

Appendix A, 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 Appendix A, 

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 

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. 

Exhibit C-1 Page 1020

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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 of the Base Indenture 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 of the Base Indenture, 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 Appendix A, 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 Appendix A. 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 

(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. 

Exhibit C-1 Page 1021

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Bonds issued in exchange for a Global Bond pursuant to this Section and Appendix A 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.

ARTICLE V

MISCELLANEOUS

SECTION 501 Concerning the Trustee. 

In acting under and by virtue of this Supplemental Indenture, the Trustee shall have all of 

the rights, protections and immunities given to it in the Base Indenture. The Trustee shall have 

no responsibility for the validity or sufficiency of this Supplemental Indenture. 

SECTION 502 Application of First Supplemental Indenture. 

Except as provided herein, each and every term and condition contained in this 

Supplemental Indenture that modifies, amends or supplements the terms and conditions of the 

Indenture shall apply only to the 2023 Notes and the 2028 Notes, as applicable, and not to any 

other series of Bonds established under the Indenture. Except as specifically amended and 

supplemented by, or to the extent inconsistent with, this Supplemental Indenture, the Indenture 

shall remain in full force and effect and is hereby ratified and confirmed.

SECTION 503 Effective Date of First Supplemental Indenture. 

This Supplemental Indenture shall be effective upon the execution and delivery hereof by 

each of the parties hereto.

SECTION 504 Counterparts. 

This Supplemental Indenture may be executed in any number of counterparts, each of 

which so executed shall be deemed to be an original, but all such counterparts shall together 

constitute but one and the same instrument. 

Exhibit C-1 Page 1022

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Exhibit C-1 Page 1023

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Exhibit C-1

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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 Original 

Issue Date, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, 

LLC, SMBC Nikko Securities America, Inc., BNY Mellon Capital Markets, LLC, MUFG 

Securities America Inc., Samuel A. Ramirez & Company, Inc., TD Securities (USA) LLC, The 

Williams Capital Group, L.P., Apto Partners, LLC and Penserra Securities LLC 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 Original 

Issue Date, the Purchase Agreement dated August 2, 2018, 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)

Exhibit C-1 Page 1025

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“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 certificated, 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 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 

Exhibit C-1 Page 1026

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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 Base 

Indenture and Section 401 of the Supplemental 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 Base Indenture, Section 401 of the Supplemental Indenture and Section 2.3 

hereof.

2.2 Authentication. The Trustee shall authenticate and deliver: (1) on the Original 

Issue Date, an aggregate principal amount of the Company’s $500,000,000 4.25% Senior Notes 

due August 1, 2023 and an aggregate principal amount of the Company’s $300,000,000 4.65% 

Senior Notes due August 1, 2028, (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 brokerdealers 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). 

Exhibit C-1 Page 1027

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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 Holder to that effect; or

Exhibit C-1 Page 1028

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(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. 

Exhibit C-1 Page 1029

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(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: SIX MONTHS AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH 

SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES 

ACT OR ANY 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: 

Exhibit C-1 Page 1030

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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 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. 

Exhibit C-1 Page 1031

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App. - 8 

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 C-1 Page 1032

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App. - 9 

(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. 

(a) 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 Base Indenture and Section 401 of the Supplemental Indenture and only if 

such transfer complies with Section 2.3 hereof. 

(b) 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 

Exhibit C-1 Page 1033

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App. - 10 

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. 

(c) 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 C-1 Page 1034

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Exhibit 1 - 1 

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 GLOBAL BOND 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 CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN 

SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 

DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY 

AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY 

TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR 

TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, 

CEDE & CO., HAS AN INTEREST HEREIN.

[Insert Restricted Notes legend, if applicable]

[Insert Regulation S Global Notes legend, if applicable]

[Insert temporary Regulation S Global Notes legend, if applicable] 

[Insert OID Legend, if applicable] 

Exhibit C-1 Page 1035

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Exhibit 1 - 2 

 [Form of 2023 Note] 

FORM OF 4.25% SENIOR NOTES DUE AUGUST 1, 2023 

[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:

August 1, 2018

INTEREST RATE:

4.25% per annum

MATURITY DATE:

August 1, 2023

INTEREST PAYMENT 

DATES:

February 1 and August 1, 

commencing February 1, 

2019

THIS SENIOR NOTE IS 

A:

☒ Global Book-Entry 

Bond

☐ Certificated Bond

REGISTERED OWNER: 

Cede & Co., as nominee of The 

Depository Trust Company

Exhibit C-1 Page 1036

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Exhibit 1 - 3 

PACIFIC GAS AND ELECTRIC COMPANY

4.25% SENIOR NOTES DUE AUGUST 1, 2023

(Fixed Rate)

No. [•] Principal Amount: $[•]

CUSIP No: [•]

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 4.25% Senior Note due August 1, 2023 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 February 1, 2019 at the rate of 4.25% 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]1. 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 4.25% Senior Note due August 1, 2023 (this “Senior Note,” and together with all other 

4.25% Senior Notes due August 1, 2023, 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 January 15 and July 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 August 1, 

 1 To be included if the Senior Note is an Initial Bond.

Exhibit C-1 Page 1037

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Exhibit 1 - 4 

2018 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 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 C-1 Page 1038

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Exhibit 1 - 5 

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 C-1 Page 1039

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Exhibit 1 - 6 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This Senior Note is one of the Bonds of the series designated as 2023 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 C-1 Page 1040

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Exhibit 1 - 7 

Reverse of Senior Note 

This 4.25% Senior Note due August 1, 2023 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 August 

6, 2018, as amended and supplemented by a First Supplemental Indenture, dated as of August 6, 

2018 (as so amended and supplemented, 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 4.25% Senior Notes due August 1, 

2023 established by the Company under the Indenture and initially issued in an aggregate 

principal amount of $500,000,000 on August 6, 2018. 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, this Senior Note is redeemable at the 

option of the Company (“Optional Redemption”), in whole or in part, (a) at any time prior to 

July 1, 2023 (the date that is one month prior to the Maturity Date (the “Par Call Date”)) at a 

Redemption Price equal to the greater of: 

(i) 100% of the principal amount of this Senior Note 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 this Senior Note to be 

redeemed that would be due if this Senior Note matured on the Par Call Date (not 

including any portion of payments of interest accrued as of the Redemption Date), 

discounted to the redemption date on a semi-annual basis (assuming a 360-day year 

consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis points, 

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

Redemption Date; and (b) at any time on or after the Par Call Date, at a Redemption Price equal 

to 100% of the principal amount of this Senior Note to be redeemed, plus accrued and unpaid 

interest thereon to, but not including, the Redemption Date. 

For purposes of determining the Redemption Price, the following terms have the following 

meanings:

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per 

annum equal to the semi-annual 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. 

“Comparable Treasury Issue” means the United States Treasury security selected by the 

Quotation Agent as having a maturity comparable to the remaining term of this Senior Note to be 

redeemed (assuming, for such purpose, that this Senior Note matured on the Par Call Date (the 

“remaining term”)), that would be used, at the time of selection and in accordance with 

Exhibit C-1 Page 1041

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Exhibit 1 - 8 

customary financial practice, in pricing new issues of corporate debt securities of comparable 

maturity to the remaining term of this Senior Note to be redeemed. 

“Comparable Treasury Price” means, with respect to any Redemption Date: (i) the 

average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding 

the highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if the Quotation 

Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all 

such Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company for 

this Senior Note. 

“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, Mizuho 

Securities USA LLC and RBC Capital Markets, LLC, (ii) a Primary Treasury Dealer (as defined 

below) selected by SMBC Nikko Securities America, Inc., or their respective affiliates or 

successors, unless any of them ceases to be a primary dealer in certain U.S. government 

securities (“Primary Treasury Dealer”), in which case the Company shall substitute another 

Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury 

Dealer and any redemption date, the average, as determined by us, 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 that redemption date. 

Interest installments whose Stated Maturity is on or prior to such Redemption Date will 

be payable to Holders of such Senior Notes, or one or more Predecessor Bonds, of record at the 

close of business on the relevant Record Dates referred to on the face hereof, all as provided in 

the Indenture.

In the case of an Optional Redemption, notice of redemption will be in writing and 

mailed first-class postage-prepaid not less than 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 $100,000 in principal amount may be redeemed in 

part but only in integral multiples of $1,000. 

In the event of redemption of this Senior Note in part only, a new Senior Note or Senior 

Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder 

hereof upon the surrender hereof. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Senior Note or any portion of the principal amount hereof will be deemed to have been paid for 

Exhibit C-1 Page 1042

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Exhibit 1 - 9 

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 

Exhibit C-1 Page 1043

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Exhibit 1 - 10 

enforcement of any payment of principal hereof or any premium or interest hereon on or after the 

respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Senior Note or of the 

Indenture shall alter or impair the obligation of the Company, which is absolute and 

unconditional, to pay the principal of and any premium and interest on this Senior Note at the 

times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the 

transfer of this Senior Note is registrable in the Bond Register, upon surrender of this Senior 

Note for registration of transfer at the office or agency of the Company in any place where the 

principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or 

accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee 

or the Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder’s 

attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, 

of authorized denominations and for the same aggregate principal amount, will be issued to the 

designated transferee or transferees.

The Senior Notes are issuable only in registered form without coupons in denominations 

of $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, 

Exhibit C-1 Page 1044

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Exhibit 1 - 11 

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 C-1 Page 1045

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Exhibit 1 - 12 

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. 

 

Exhibit C-1 Page 1046

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Exhibit 1 - 13 

CERTIFICATE OF TRANSFER 

[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 determine that the 

proposed transfer is being made in compliance with the Securities Act and applicable state 

securities laws.

 

Signature 

Exhibit C-1 Page 1047

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Exhibit 1 - 14 

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 C-1 Page 1048

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Exhibit 1 - 15 

[Form of 2028 Note] 

FORM OF 4.65% SENIOR NOTES DUE AUGUST 1, 2028 

[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:

August 1, 2018

INTEREST RATE:

4.65% per annum

MATURITY DATE:

August 1, 2028

INTEREST PAYMENT 

DATES:

February 1 and August 1, 

commencing February 1, 

2019 

THIS SENIOR NOTE IS 

A:

☒ Global Book-Entry 

Bond

☐ Certificated Bond

REGISTERED OWNER: 

Cede & Co., as nominee of The 

Depository Trust Company

Exhibit C-1 Page 1049

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Exhibit 1 - 16 

PACIFIC GAS AND ELECTRIC COMPANY

4.65% SENIOR NOTES DUE AUGUST 1, 2028

(Fixed Rate)

No. [•] Principal Amount: $[•]

CUSIP No: [•]

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 4.65% Senior Note due August 1, 2028 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 February 1, 2019 at the rate of 4.65% 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 4.65% Senior Note due August 1, 2028 (this “Senior Note,” and together with all other 

4.65% Senior Notes due August 1, 2028, 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 January 15 and July 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 August 6, 

 2 To be included if the Senior Note is an Initial Bond.

Exhibit C-1 Page 1050

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Exhibit 1 - 17 

2018 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 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 C-1 Page 1051

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Exhibit 1 - 18 

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 C-1 Page 1052

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Exhibit 1 - 19 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This Senior Note is one of the Bonds of the series designated as 2028 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 C-1 Page 1053

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Exhibit 1 - 20 

Reverse of Senior Note

This 4.65% Senior Note due August 1, 2028 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 August 

6, 2018, as amended and supplemented by a First Supplemental Indenture, dated as of August 6, 

2018 (as so amended and supplemented, 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 4.65% Senior Notes due August 1, 

2028 established by the Company under the Indenture and initially issued in an aggregate 

principal amount of $300,000,000 on August 6, 2018. 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, this Senior Note is redeemable at the 

option of the Company (“Optional Redemption”), in whole or in part, (a) at any time prior to 

May 1, 2028 (the date that is three months prior to the Maturity Date (the “Par Call Date”)) at a 

Redemption Price equal to the greater of:

(i) 100% of the principal amount of this Senior Note 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 this Senior Note to be 

redeemed that would be due if this Senior Note matured on the Par Call Date (not 

including any portion of payments of interest accrued as of the Redemption Date), 

discounted to the redemption date on a semi-annual basis (assuming a 360-day year 

consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 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 the Par Call Date, at a Redemption Price equal 

to 100% of the principal amount of this Senior Note to be redeemed, plus accrued and unpaid 

interest thereon to, but not including, the Redemption Date. 

For purposes of determining the Redemption Price, the following terms have the following 

meanings:

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per 

annum equal to the semi-annual 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. 

“Comparable Treasury Issue” means the United States Treasury security selected by the 

Quotation Agent as having a maturity comparable to the remaining term of this Senior Note to be 

redeemed (assuming, for such purpose, that this Senior Note matured on the Par Call Date (the 

“remaining term”)), that would be used, at the time of selection and in accordance with 

Exhibit C-1 Page 1054

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Exhibit 1 - 21 

customary financial practice, in pricing new issues of corporate debt securities of comparable 

maturity to the remaining term of this Senior Note to be redeemed.

“Comparable Treasury Price” means, with respect to any Redemption Date: (i) the 

average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding 

the highest and lowest of such Reference Treasury Dealer Quotations; or (ii) if the Quotation 

Agent obtains fewer than four of such Reference Treasury Dealer Quotations, the average of all 

such Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company for 

this Senior Note. 

“Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, Mizuho 

Securities USA LLC and RBC Capital Markets, LLC, (ii) a Primary Treasury Dealer (as defined 

below) selected by SMBC Nikko Securities America, Inc., or their respective affiliates or 

successors, unless any of them ceases to be a primary dealer in certain U.S. government 

securities (“Primary Treasury Dealer”), in which case the Company shall substitute another 

Primary Treasury Dealer; and (ii) one other Primary Treasury Dealer selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury 

Dealer and any redemption date, the average, as determined by us, 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 that redemption date. 

Interest installments whose Stated Maturity is on or prior to such Redemption Date will 

be payable to Holders of such Senior Notes, or one or more Predecessor Bonds, of record at the 

close of business on the relevant Record Dates referred to on the face hereof, all as provided in 

the Indenture.

In the case of an Optional Redemption, notice of redemption will be in writing and 

mailed first-class postage-prepaid not less than 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 $100,000 in principal amount may be redeemed in 

part but only in integral multiples of $1,000. 

In the event of redemption of this Senior Note in part only, a new Senior Note or Senior 

Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Holder 

hereof upon the surrender hereof. 

As provided in the Indenture and subject to certain limitations therein set forth, this 

Senior Note or any portion of the principal amount hereof will be deemed to have been paid for 

Exhibit C-1 Page 1055

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Exhibit 1 - 22 

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 

Exhibit C-1 Page 1056

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Exhibit 1 - 23 

enforcement of any payment of principal hereof or any premium or interest hereon on or after the 

respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Senior Note or of the 

Indenture shall alter or impair the obligation of the Company, which is absolute and 

unconditional, to pay the principal of and any premium and interest on this Senior Note at the 

times, place and rate, and in the coin or currency, herein prescribed. 

As provided in the Indenture and subject to certain limitations therein set forth, the 

transfer of this Senior Note is registrable in the Bond Register, upon surrender of this Senior 

Note for registration of transfer at the office or agency of the Company in any place where the 

principal of and any premium and interest on this Senior Note are payable, duly endorsed by, or 

accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee 

or the Bond Registrar, as the case may be, duly executed by the Holder hereof or such Holder’s 

attorney duly authorized in writing, and thereupon one or more new Senior Notes of like tenor, 

of authorized denominations and for the same aggregate principal amount, will be issued to the 

designated transferee or transferees.

The Senior Notes are issuable only in registered form without coupons in denominations 

of $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, 

Exhibit C-1 Page 1057

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Exhibit 1 - 24 

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 C-1 Page 1058

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Exhibit 1 - 25 

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. 

 

Exhibit C-1 Page 1059

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Exhibit 1 - 26 

CERTIFICATE OF TRANSFER 

 [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 determine that the 

proposed transfer is being made in compliance with the Securities Act and applicable state 

securities laws.

 

Signature 

Exhibit C-1 Page 1060

Case: 19-30088 Doc# 4903-33 Filed: 11/27/19 Entered: 11/27/19 17:31:51 Page

54 of 55
Exhibit 1 - 27 

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

26915.000028 EMF_US 70274757v5

Exhibit C-1 Page 1061

Case: 19-30088 Doc# 4903-33 Filed: 11/27/19 Entered: 11/27/19 17:31:51 Page

55 of 55