EXHIBIT 4
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF APRIL 12, 2004
SUPPLEMENT TO INDENTURE OF MORTGAGE
DATED AS OF MARCH 11, 2004
PACIFIC GAS AND ELECTRIC COMPANY
ISSUER (MORTGAGOR)
AND
BNY WESTERN TRUST COMPANY,
TRUSTEE (MORTGAGEE)
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ARTICLE I DEFINITIONS...................................................2
ARTICLE II ESTABLISHMENT OF THE BOND OF THE SIXTH SERIES.................4
SECTION 201 Designation of the Bond of the Sixth Series..........4
SECTION 202 Form of the Bond of the Sixth Series.................4
SECTION 203 Principal Amount of the Bond of the Sixth
Series...............................................4
SECTION 204 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Sixth
Series...............................................5
SECTION 205 No Redemption; No Sinking Fund.......................5
SECTION 206 Paying Agent and Bond Registrar......................5
SECTION 207 No Exchanges; Limitations on Transfers...............5
SECTION 208 Other Terms of the Bond of the Sixth Series..........5
ARTICLE III ESTABLISHMENT OF THE BOND OF THE SEVENTH SERIES...............6
SECTION 301 Designation of the Bond of the Seventh Series........6
SECTION 302 Form of the Bond of the Seventh Series...............6
SECTION 303 Principal Amount of the Bond of the Seventh
Series...............................................6
SECTION 304 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Seventh
Series...............................................6
SECTION 305 No Redemption; No Sinking Fund.......................6
SECTION 306 Paying Agent and Bond Registrar......................7
SECTION 307 No Exchanges; Limitations on Transfers...............7
SECTION 308 Other Terms of the Bond of the Seventh Series........7
ARTICLE IV ESTABLISHMENT OF THE BOND OF THE EIGHTH SERIES................7
SECTION 401 Designation of the Bond of the Eighth Series.........7
SECTION 402 Form of the Bond of the Eighth Series................7
SECTION 403 Principal Amount of the Bond of the Eighth
Series...............................................7
SECTION 404 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Eighth
Series...............................................8
SECTION 405 No Redemption; No Sinking Fund.......................8
SECTION 406 Paying Agent and Bond Registrar......................8
SECTION 407 No Exchanges; Limitations on Transfers...............8
SECTION 408 Other Terms of the Bond of the Eighth Series.........8
ARTICLE V ESTABLISHMENT OF THE BOND OF THE NINTH SERIES.................9
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SECTION 501 Designation of the Bond of the Ninth Series..........9
SECTION 502 Form of the Bond of the Ninth Series.................9
SECTION 503 Principal Amount of the Bond of the Ninth
Series...............................................9
SECTION 504 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Ninth
Series...............................................9
SECTION 505 No Redemption; No Sinking Fund.......................9
SECTION 506 Paying Agent and Bond Registrar.....................10
SECTION 507 No Exchanges; Limitations on Transfers..............10
SECTION 508 Other Terms of the Bond of the Ninth Series.........10
ARTICLE VI ESTABLISHMENT OF THE BOND OF THE TENTH SERIES................10
SECTION 601 Designation of the Bond of the Tenth Series.........10
SECTION 602 Form of the Bond of the Tenth Series................10
SECTION 603 Principal Amount of the Bond of the Tenth
Series..............................................10
SECTION 604 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Tenth
Series..............................................11
SECTION 605 No Redemption; No Sinking Fund......................11
SECTION 606 Paying Agent and Bond Registrar.....................11
SECTION 607 No Exchanges; Limitations on Transfers..............11
SECTION 608 Other Terms of the Bond of the Tenth Series.........11
ARTICLE VII ESTABLISHMENT OF THE BOND OF THE ELEVENTH SERIES.............12
SECTION 701 Designation of the Bond of the Eleventh
Series..............................................12
SECTION 702 Form of the Bond of the Eleventh Series;
Replacement of Bond After Release Date..............12
SECTION 703 Principal Amount of the Bond of the Eleventh
Series..............................................12
SECTION 704 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Eleventh
Series..............................................12
SECTION 705 No Redemption; No Sinking Fund......................13
SECTION 706 Paying Agent and Bond Registrar.....................13
SECTION 707 No Exchanges; Limitations on Transfers..............13
SECTION 708 Other Terms of the Bond of the Eleventh
Series..............................................13
ARTICLE VIII ESTABLISHMENT OF THE BOND OF THE TWELFTH SERIES..............13
SECTION 801 Designation of the Bond of the Twelfth Series.......13
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SECTION 802 Form of the Bond of the Twelfth Series..............13
SECTION 803 Principal Amount of the Bond of the Twelfth
Series..............................................14
SECTION 804 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Twelfth
Series..............................................14
SECTION 805 No Redemption; No Sinking Fund......................14
SECTION 806 Paying Agent and Bond Registrar.....................14
SECTION 807 No Exchanges; Limitations on Transfers..............14
SECTION 808 Other Terms of the Bond of the Twelfth Series.......15
ARTICLE IX ESTABLISHMENT OF THE BOND OF THE THIRTEENTH SERIES...........15
SECTION 901 Designation of the Bond of the Thirteenth
Series..............................................15
SECTION 902 Form of the Bond of the Thirteenth Series...........15
SECTION 903 Principal Amount of the Bond of the
Thirteenth Series...................................15
SECTION 904 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the
Thirteenth Series...................................15
SECTION 905 No Redemption; No Sinking Fund......................16
SECTION 906 Paying Agent and Bond Registrar.....................16
SECTION 907 No Exchanges; Limitations on Transfers..............16
SECTION 908 Other Terms of the Bond of the Thirteenth
Series..............................................16
ARTICLE X ESTABLISHMENT OF THE BOND OF THE FOURTEENTH SERIES...........16
SECTION 1001 Designation of the Bond of the Fourteenth
Series..............................................16
SECTION 1002 Form of the Bond of the Fourteenth Series...........16
SECTION 1003 Principal Amount of the Bond of the
Fourteenth Series...................................16
SECTION 1004 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the
Fourteenth Series...................................17
SECTION 1005 No Redemption; No Sinking Fund......................17
SECTION 1006 Paying Agent and Bond Registrar.....................17
SECTION 1007 No Exchanges; Limitations on Transfers..............17
SECTION 1008 Other Terms of the Bond of the Fourteenth
Series..............................................17
ARTICLE XI ESTABLISHMENT OF THE BOND OF THE FIFTEENTH SERIES............18
SECTION 1101 Designation of the Bond of the Fifteenth
Series..............................................18
SECTION 1102 Form of the Bond of the Fifteenth Series............18
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SECTION 1103 Principal Amount of the Bond of the
Fifteenth Series....................................18
SECTION 1104 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Fifteenth
Series..............................................18
SECTION 1105 No Redemption; No Sinking Fund......................18
SECTION 1106 Paying Agent and Bond Registrar.....................19
SECTION 1107 No Exchanges; Limitations on Transfers..............19
SECTION 1108 Other Terms of the Bond of the Fifteenth
Series..............................................19
ARTICLE XII ESTABLISHMENT OF THE BOND OF THE SIXTEENTH SERIES............19
SECTION 1201 Designation of the Bond of the Sixteenth
Series..............................................19
SECTION 1202 Form of the Bond of the Sixteenth Series............19
SECTION 1203 Principal Amount of the Bond of the
Sixteenth Series....................................19
SECTION 1204 Interest Rates; Interest Payment Dates;
Stated Maturity of the Bond of the Sixteenth
Series..............................................20
SECTION 1205 No Redemption; No Sinking Fund......................20
SECTION 1206 Paying Agent and Bond Registrar.....................20
SECTION 1207 No Exchanges; Limitations on Transfers..............20
SECTION 1208 Other Terms of the Bond of the Sixteenth
Series..............................................20
ARTICLE XIII MISCELLANEOUS................................................21
SECTION 1301 Additional Provisions...............................21
SECTION 1302 Amendments to Indenture.............................21
SECTION 1303 Application of Second Supplemental Indenture........21
SECTION 1304 Effective Date of Second Supplemental
Indenture...........................................22
SECTION 1305 Counterparts........................................22
EXHIBIT A
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SECOND SUPPLEMENTAL INDENTURE, dated as of April 12, 2004 (this "Second
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"), and BNY WESTERN TRUST COMPANY, a California banking
corporation, as Trustee under the Indenture (as hereinafter defined) (the
"Trustee").
RECITALS OF THE COMPANY
A .The Company and the Trustee are parties to that certain Indenture of
Mortgage, dated as of March 11, 2004 (as recorded in the counties as described
in Exhibit A hereto), as supplemented by the First Supplemental Indenture, dated
as of March 23, 2004 (together with all additional indentures supplemental
thereto, the "Indenture"), providing for the issuance by the Company of Bonds
(as defined in the Indenture) from time to time.
B .Under the Indenture, the Company is authorized to issue unlimited
series of Bonds and establish one or more series of Bonds at any time in
accordance with and subject to the provisions of the Indenture, and the terms of
such series of Bonds may be described by a supplemental indenture executed by
the Company and the Trustee.
C .Pursuant to the Credit Agreement (as hereinafter defined) and Section
3.01 of the Indenture, the Company and the Trustee deem it advisable to enter
into this Second Supplemental Indenture for the purposes of establishing the
terms of the Bond of the Sixth Series (as hereinafter defined).
D .Pursuant to the 1996 Series C Reimbursement Agreement, the 1996 Series
E Reimbursement Agreement, the 1996 Series F Reimbursement Agreement and the
1997 Series B Reimbursement Agreement (all as hereinafter defined) and Section
3.01 of the Indenture, the Company and the Trustee deem it advisable to enter
into this Second Supplemental Indenture for the purposes of establishing the
terms of the Bond of the Seventh Series, the Bond of the Eighth Series, the Bond
of the Ninth Series and the Bond of the Tenth Series (all as hereinafter
defined).
E .Pursuant to the MBIA Reimbursement and Indemnity Agreement (as
hereinafter defined) and Section 3.01 of the Indenture, the Company and the
Trustee deem it advisable to enter into this Second Supplemental Indenture for
the purposes of establishing the terms of the Bond of the Eleventh Series.
F .Pursuant to the 1996 Series B Reimbursement Agreement, the 1996 Series
D Reimbursement Agreement, the 1997 Series A Reimbursement Agreement and the
1997 Series C Reimbursement Agreement (all as hereinafter defined) and Section
3.01 of the Indenture, the Company and the Trustee deem it advisable to enter
into this Second Supplemental Indenture for the purposes of establishing the
terms of the Bond of the Twelfth Series, the Bond of the Thirteenth Series, the
Bond of the Fourteenth Series and the Bond of the Fifteenth Series (all as
hereinafter defined).
G .Pursuant to the $345 Million Credit Agreement (as hereinafter defined)
and Section 3.01 of the Indenture, the Company and the Trustee deem it advisable
to enter into this Second Supplemental Indenture for the purposes of
establishing the terms of the Bond of the Sixteenth Series (as hereinafter
defined).
H .The execution and delivery of this Second Supplemental Indenture has
been authorized by a Board Resolution (as defined in the Indenture).
I .Concurrent with the execution hereof, the Company has caused its
counsel to deliver to the Trustee an Opinion of Counsel (as defined in the
Indenture) pursuant to Section 14.03 of the Indenture.
J .The Company has done all things necessary to make this Second
Supplemental Indenture a valid agreement of the Company, in accordance with its
terms.
NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each
other and the equal and proportionate benefit of all Holders of Bonds with
respect to Section 1302 hereof and for the equal and proportionate benefit of
Holders of the Bond of the Sixth Series, the Bond of the Seventh Series, the
Bond of the Eighth Series, the Bond of the Ninth Series, the Bond of the Tenth
Series, the Bond of the Eleventh Series, the Bond of the Twelfth Series, the
Bond of the Thirteenth Series, the Bond of the Fourteenth Series, the Bond of
the Fifteenth Series and the Bond of the Sixteenth Series with respect to all
provisions herein, as follows:
ARTICLE I
DEFINITIONS
The following definitions are hereby established for purposes of this
Second Supplemental Indenture (capitalized terms used but not defined herein
have the meaning set forth in the Indenture) and shall have the meanings set
forth in this Second Supplemental Indenture only for purposes of this Second
Supplemental Indenture:
"Bond Form Officer's Certificate" means the Officer's Certificate, dated
as of the date hereof, establishing the forms and certain terms of the Bond of
the Sixth Series, the Bond of the Seventh Series, the Bond of the Eighth Series,
the Bond of the Ninth Series, the Bond of the Tenth Series, the Bond of the
Eleventh Series, the Bond of the Twelfth Series, the Bond of the Thirteenth
Series, the Bond of the Fourteenth Series, the Bond of the Fifteenth Series and
the Bond of the Sixteenth Series.
"Credit Agreement" means the $850,000,000 Credit Agreement, dated as of
March 5, 2004, by and among the Company, the lenders party thereto, Citicorp
North America, Inc., as Administrative Agent, Banc One Capital Markets, Inc., as
Syndication Agent, and Lehman Commercial Paper Inc., Credit Suisse First Boston,
acting through its Cayman Islands branch, and UBS Securities LLC, as
Co-Documentation Agents, as amended, supplemented, restated or otherwise
modified from time to time.
"MBIA" means MBIA Insurance Corporation.
"MBIA Reimbursement and Indemnity Agreement" means the Amended and
Restated Reimbursement and Indemnity Agreement, dated as of March 5, 2004,
between the Company and MBIA, as the same may be amended, supplemented, restated
or otherwise modified from time to time.
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"1996 Series B Reimbursement Agreement" means the Amended and Restated
Reimbursement Agreement (1996 Series B), dated as of April 12, 2004, by and
among the Company, the lenders party thereto, Bank One, NA, as Administrative
Agent, and Citicorp North America, Inc., as Syndication Agent, as the same may
be amended, supplemented, restated or otherwise modified from time to time.
"1996 Series C Reimbursement Agreement" means the 1996 Series C
Reimbursement Agreement, dated as of March 5, 2004, by and among the Company,
the lenders party thereto, Bank One, NA, as Issuing Lender, Citicorp North
America, Inc., as Administrative Agent, Banc One Capital Markets, Inc., as
Syndication Agent, and Lehman Commercial Paper Inc., Credit Suisse First Boston,
acting through its Cayman Islands branch, and UBS Securities LLC, as
Co-Documentation Agents, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"1996 Series D Reimbursement Agreement" means the Amended and Restated
Reimbursement Agreement (1996 Series D), dated as of April 12, 2004, by and
among the Company, the lenders party thereto, Bank One, NA, as Administrative
Agent, and Citicorp North America, Inc., as Syndication Agent, as the same may
be amended, supplemented, restated or otherwise modified from time to time.
"1996 Series E Reimbursement Agreement" means the 1996 Series E
Reimbursement Agreement, dated as of March 5, 2004, by and among the Company,
the lenders party thereto, Bank One, NA, as Issuing Lender, Citicorp North
America, Inc., as Administrative Agent, Banc One Capital Markets, Inc., as
Syndication Agent, and Lehman Commercial Paper Inc., Credit Suisse First Boston,
acting through its Cayman Islands branch, and UBS Securities LLC, as
Co-Documentation Agents, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"1996 Series F Reimbursement Agreement" means the 1996 Series F
Reimbursement Agreement, dated as of March 5, 2004, by and among the Company,
the lenders party thereto, Bank One, NA, as Issuing Lender, Citicorp North
America, Inc., as Administrative Agent, Banc One Capital Markets, Inc., as
Syndication Agent, and Lehman Commercial Paper Inc., Credit Suisse First Boston,
acting through its Cayman Islands branch, and UBS Securities LLC, as
Co-Documentation Agents, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"1997 Series A Reimbursement Agreement" means the Amended and Restated
Reimbursement Agreement (1997 Series A), dated as of April 12, 2004, by and
among the Company, the lenders party thereto, Bank One, NA, as Administrative
Agent, and Citicorp North America, Inc., as Syndication Agent, as the same may
be amended, supplemented, restated or otherwise modified from time to time.
"1997 Series B Reimbursement Agreement" means the 1997 Series B
Reimbursement Agreement, dated as of March 5, 2004, by and among the Company,
the lenders party thereto, Bank One, NA, as Issuing Lender, Citicorp North
America, Inc., as Administrative Agent, Banc One Capital Markets, Inc., as
Syndication Agent, and Lehman Commercial Paper Inc., Credit Suisse First Boston,
acting through its Cayman Islands branch, and UBS Securities LLC, as
Co-
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Documentation Agents, as the same may be amended, supplemented, restated or
otherwise modified from time to time.
"1997 Series C Reimbursement Agreement" means the Amended and Restated
Reimbursement Agreement (1997 Series C), dated as of April 12, 2004, by and
among the Company, the lenders party thereto, Bank One, NA, as Administrative
Agent, and Citicorp North America, Inc., as Syndication Agent, as the same may
be amended, supplemented, restated or otherwise modified from time to time.
"$345 Million Credit Agreement" means the $345,000,000 Credit Agreement,
dated as of March 5, 2004, by and among the Company, the lenders party thereto,
Citicorp North America, Inc., as Syndication Agent, and Bank One, NA, as
Administrative Agent, as amended, supplemented, restated or otherwise modified
from time to time.
The words "herein," "hereof" and "hereunder" and other words of similar
import refer to this Second Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision.
ARTICLE II
ESTABLISHMENT OF THE BOND OF THE SIXTH SERIES
SECTION 201 Designation of the Bond of the Sixth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a sixth series of Bonds designated as the "Bond of
the Sixth Series" (the "Bond of the Sixth Series").
SECTION 202 Form of the Bond of the Sixth Series.
The Bond of the Sixth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit A to the Bond Form
Officer's Certificate.
SECTION 203 Principal Amount of the Bond of the Sixth Series.
The Bond of the Sixth Series shall be issued in an initial face amount of
$850,000,000, which face amount shall represent the maximum principal amount of
the Bond of the Sixth Series. The amount of principal payable on the Bond of the
Sixth Series, and the date or dates on which such principal is payable, shall be
as set forth in said Bond. For all purposes of the Indenture, the principal
amount of the Bond of the Sixth Series Outstanding as of any date of calculation
shall be equal to the Obligations (as defined in the Bond of the Sixth Series)
outstanding under the Loan Documents (as defined in the Bond of the Sixth
Series) as of such date, but in no event shall the principal amount of such Bond
as of any date of calculation be greater than the then current face amount of
such Bond. The initial face amount of the Bond of the Sixth Series may be
reduced from time to time as set forth in said Bond. Principal of the Bond of
the Sixth Series shall be payable without the presentment or surrender thereof.
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SECTION 204 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Sixth Series.
The Bond of the Sixth Series shall bear interest at the rate or rates and
interest with respect thereto will be payable on the Interest Payment Dates set
forth in said Bond. The Bond of the Sixth Series shall have a Stated Maturity of
March 5, 2007; provided that the Stated Maturity may be extended from time to
time as set forth in said Bond. Interest on the Bond of the Sixth Series shall
accrue from the same dates that interest, if any, accrues on outstanding
Obligations pursuant to the Loan Documents (as defined in the Bond of the Sixth
Series) until such interest is paid.
SECTION 205 No Redemption; No Sinking Fund.
The Bond of the Sixth Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Sixth
Series.
SECTION 206 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Sixth Series. The Place of Payment of the Bond of
the Sixth Series shall be the Corporate Trust Office of the Trustee; provided,
however, that the Company reserves the right to change, by one or more Officer's
Certificates any such place or the Bond Registrar; provided, further, that the
Company reserves the right to designate, by one or more Officer's Certificates,
one or more of its offices as any such place or itself as the Bond Registrar.
SECTION 207 No Exchanges; Limitations on Transfers.
The Bond of the Sixth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the Credit Agreement). The Company may take
such actions as it shall deem necessary, desirable or appropriate to effect
compliance with such restrictions on transfer, including the issuance of
stop-transfer instructions to the Trustee or any other transfer agent.
SECTION 208 Other Terms of the Bond of the Sixth Series.
The other terms of the Bond of the Sixth Series shall be as expressly set
forth in Exhibit A to the Bond Form Officer's Certificate.
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ARTICLE III
ESTABLISHMENT OF THE BOND OF THE SEVENTH SERIES
SECTION 301 Designation of the Bond of the Seventh Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a seventh series of Bonds designated as the "Bond of
the Seventh Series" (the "Bond of the Seventh Series").
SECTION 302 Form of the Bond of the Seventh Series.
The Bond of the Seventh Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit B to the Bond Form
Officer's Certificate.
SECTION 303 Principal Amount of the Bond of the Seventh Series.
The Bond of the Seventh Series shall be issued in an initial face amount
of $202,191,781, which face amount shall represent the maximum principal amount
of the Bond of the Seventh Series. The amount of principal payable on the Bond
of the Seventh Series, and the date or dates on which such principal is payable,
shall be as set forth in said Bond. For all purposes of the Indenture, the
principal amount of the Bond of the Seventh Series Outstanding as of any date of
calculation shall be equal to the Obligations (as defined in the Bond of the
Seventh Series) outstanding under the Loan Documents (as defined in the Bond of
the Seventh Series) as of such date, but in no event shall the principal amount
of such Bond as of any date of calculation be greater than the then current face
amount of such Bond. The initial face amount of the Bond of the Seventh Series
may be reduced from time to time as set forth in said Bond. Principal of the
Bond of the Seventh Series shall be payable without the presentment or surrender
thereof.
SECTION 304 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Seventh Series.
The Bond of the Seventh Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Seventh Series shall have a Stated
Maturity of March 5, 2007; provided that the Stated Maturity may be extended
from time to time as set forth in said Bond. Interest on the Bond of the Seventh
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Seventh Series) until such interest is paid.
SECTION 305 No Redemption; No Sinking Fund.
The Bond of the Seventh Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Seventh
Series.
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SECTION 306 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Seventh Series. The Place of Payment of the Bond
of the Seventh Series shall be the Corporate Trust Office of the Trustee;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates any such place or the Bond Registrar; provided, further,
that the Company reserves the right to designate, by one or more Officer's
Certificates, one or more of its offices as any such place or itself as the Bond
Registrar.
SECTION 307 No Exchanges; Limitations on Transfers.
The Bond of the Seventh Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1996 Series C Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 308 Other Terms of the Bond of the Seventh Series.
The other terms of the Bond of the Seventh Series shall be as expressly
set forth in Exhibit B to the Bond Form Officer's Certificate.
ARTICLE IV
ESTABLISHMENT OF THE BOND OF THE EIGHTH SERIES
SECTION 401 Designation of the Bond of the Eighth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes an eighth series of Bonds designated as the "Bond of
the Eighth Series" (the "Bond of the Eighth Series").
SECTION 402 Form of the Bond of the Eighth Series.
The Bond of the Eighth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit C to the Bond Form
Officer's Certificate.
SECTION 403 Principal Amount of the Bond of the Eighth Series.
The Bond of the Eighth Series shall be issued in an initial face amount of
$166,808,220, which face amount shall represent the maximum principal amount of
the Bond of the Eighth Series. The amount of principal payable on the Bond of
the Eighth Series, and the date or dates on which such principal is payable,
shall be as set forth in said Bond. For all purposes of the Indenture, the
principal amount of the Bond of the Eighth Series Outstanding as of any date of
calculation shall be equal to the Obligations (as defined in the Bond of the
Eighth Series) outstanding under the Loan Documents (as defined in the Bond of
the Eighth Series) as of such date, but in no event shall the principal amount
of such Bond as of any date of calculation be
7
greater than the then current face amount of such Bond. The initial face amount
of the Bond of the Eighth Series may be reduced from time to time as set forth
in said Bond. Principal of the Bond of the Eighth Series shall be payable
without the presentment or surrender thereof.
SECTION 404 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Eighth Series.
The Bond of the Eighth Series shall bear interest at the rate or rates and
interest with respect thereto will be payable on the Interest Payment Dates set
forth in said Bond. The Bond of the Eighth Series shall have a Stated Maturity
of March 5, 2007; provided that the Stated Maturity may be extended from time to
time as set forth in said Bond. Interest on the Bond of the Eighth Series shall
accrue from the same dates that interest, if any, accrues on outstanding
Obligations pursuant to the Loan Documents (as defined in the Bond of the Eighth
Series) until such interest is paid.
SECTION 405 No Redemption; No Sinking Fund.
The Bond of the Eighth Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Eighth
Series.
SECTION 406 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Eighth Series. The Place of Payment of the Bond of
the Eighth Series shall be the Corporate Trust Office of the Trustee; provided,
however, that the Company reserves the right to change, by one or more Officer's
Certificates any such place or the Bond Registrar; provided, further, that the
Company reserves the right to designate, by one or more Officer's Certificates,
one or more of its offices as any such place or itself as the Bond Registrar.
SECTION 407 No Exchanges; Limitations on Transfers.
The Bond of the Eighth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1996 Series E Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 408 Other Terms of the Bond of the Eighth Series.
The other terms of the Bond of the Eighth Series shall be as expressly set
forth in Exhibit C to the Bond Form Officer's Certificate.
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ARTICLE V
ESTABLISHMENT OF THE BOND OF THE NINTH SERIES
SECTION 501 Designation of the Bond of the Ninth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a ninth series of Bonds designated as the "Bond of
the Ninth Series" (the "Bond of the Ninth Series").
SECTION 502 Form of the Bond of the Ninth Series.
The Bond of the Ninth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit D to the Bond Form
Officer's Certificate.
SECTION 503 Principal Amount of the Bond of the Ninth Series.
The Bond of the Ninth Series shall be issued in an initial face amount of
$101,095,891, which face amount shall represent the maximum principal amount of
the Bond of the Ninth Series. The amount of principal payable on the Bond of the
Ninth Series, and the date or dates on which such principal is payable, shall be
as set forth in said Bond. For all purposes of the Indenture, the principal
amount of the Bond of the Ninth Series Outstanding as of any date of calculation
shall be equal to the Obligations (as defined in the Bond of the Ninth Series)
outstanding under the Loan Documents (as defined in the Bond of the Ninth
Series) as of such date, but in no event shall the principal amount of such Bond
as of any date of calculation be greater than the then current face amount of
such Bond. The initial face amount of the Bond of the Ninth Series may be
reduced from time to time as set forth in said Bond. Principal of the Bond of
the Ninth Series shall be payable without the presentment or surrender thereof.
SECTION 504 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Ninth Series.
The Bond of the Ninth Series shall bear interest at the rate or rates and
interest with respect thereto will be payable on the Interest Payment Dates set
forth in said Bond. The Bond of the Ninth Series shall have a Stated Maturity of
March 5, 2007; provided that the Stated Maturity may be extended from time to
time as set forth in said Bond. Interest on the Bond of the Ninth Series shall
accrue from the same dates that interest, if any, accrues on outstanding
Obligations pursuant to the Loan Documents (as defined in the Bond of the Ninth
Series) until such interest is paid.
SECTION 505 No Redemption; No Sinking Fund.
The Bond of the Ninth Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Ninth
Series.
9
SECTION 506 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Ninth Series. The Place of Payment of the Bond of
the Ninth Series shall be the Corporate Trust Office of the Trustee; provided,
however, that the Company reserves the right to change, by one or more Officer's
Certificates any such place or the Bond Registrar; provided, further, that the
Company reserves the right to designate, by one or more Officer's Certificates,
one or more of its offices as any such place or itself as the Bond Registrar.
SECTION 507 No Exchanges; Limitations on Transfers.
The Bond of the Ninth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1996 Series F Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 508 Other Terms of the Bond of the Ninth Series.
The other terms of the Bond of the Ninth Series shall be as expressly set
forth in Exhibit D to the Bond Form Officer's Certificate.
ARTICLE VI
ESTABLISHMENT OF THE BOND OF THE TENTH SERIES
SECTION 601 Designation of the Bond of the Tenth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a tenth series of Bonds designated as the "Bond of
the Tenth Series" (the "Bond of the Tenth Series").
SECTION 602 Form of the Bond of the Tenth Series.
The Bond of the Tenth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit E to the Bond Form
Officer's Certificate.
SECTION 603 Principal Amount of the Bond of the Tenth Series.
The Bond of the Tenth Series shall be issued in an initial face amount of
$150,177,946, which face amount shall represent the maximum principal amount of
the Bond of the Tenth Series. The amount of principal payable on the Bond of the
Tenth Series, and the date or dates on which such principal is payable, shall be
as set forth in said Bond. For all purposes of the Indenture, the principal
amount of the Bond of the Tenth Series Outstanding as of any date of calculation
shall be equal to the Obligations (as defined in the Bond of the Tenth Series)
outstanding under the Loan Documents (as defined in the Bond of the Tenth
Series) as of such date, but in no event shall the principal amount of such Bond
as of any date of calculation be
10
greater than the then current face amount of such Bond. The initial face amount
of the Bond of the Tenth Series may be reduced from time to time as set forth in
said Bond. Principal of the Bond of the Tenth Series shall be payable without
the presentment or surrender thereof.
SECTION 604 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Tenth Series.
The Bond of the Tenth Series shall bear interest at the rate or rates and
interest with respect thereto will be payable on the Interest Payment Dates set
forth in said Bond. The Bond of the Tenth Series shall have a Stated Maturity of
March 5, 2007; provided that the Stated Maturity may be extended from time to
time as set forth in said Bond. Interest on the Bond of the Tenth Series shall
accrue from the same dates that interest, if any, accrues on outstanding
Obligations pursuant to the Loan Documents (as defined in the Bond of the Tenth
Series) until such interest is paid.
SECTION 605 No Redemption; No Sinking Fund.
The Bond of the Tenth Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Tenth
Series.
SECTION 606 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Tenth Series. The Place of Payment of the Bond of
the Tenth Series shall be the Corporate Trust Office of the Trustee; provided,
however, that the Company reserves the right to change, by one or more Officer's
Certificates any such place or the Bond Registrar; provided, further, that the
Company reserves the right to designate, by one or more Officer's Certificates,
one or more of its offices as any such place or itself as the Bond Registrar.
SECTION 607 No Exchanges; Limitations on Transfers.
The Bond of the Tenth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1997 Series B Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 608 Other Terms of the Bond of the Tenth Series.
The other terms of the Bond of the Tenth Series shall be as expressly set
forth in Exhibit E to the Bond Form Officer's Certificate.
11
ARTICLE VII
ESTABLISHMENT OF THE BOND OF THE ELEVENTH SERIES
SECTION 701 Designation of the Bond of the Eleventh Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes an eleventh series of Bonds designated as the "Bond
of the Eleventh Series" (the "Bond of the Eleventh Series").
SECTION 702 Form of the Bond of the Eleventh Series; Replacement of Bond
After Release Date.
The Bond of the Eleventh Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit F to the Bond Form
Officer's Certificate. As soon as reasonably practicable after the Release Date,
the Holder of the Bond of the Eleventh Series shall surrender such Bond to the
Trustee and the Trustee shall simultaneously exchange the surrendered Bond for a
new Bond of the Eleventh Series identical in all respects to the surrendered
Bond except that the name of such Bond shall be changed from "Bond" to "Senior
Note," all references in such Bond to "Bonds" or "Bond" shall be changed to
"Notes" or "Note," respectively, and the bracketed language in the form of the
Bond of the Eleventh Series attached as Exhibit F to the Bond Form Officer's
Certificate shall be deleted (the "Replacement Bond of the Eleventh Series"). If
the Company designates the Release Date pursuant to Section 8.12 of the
Indenture, then in addition to the items the Company is required to deliver to
the Trustee pursuant to Section 8.12 of the Indenture, the Company shall deliver
to the Trustee on or before the Release Date the Replacement Bond of the
Eleventh Series duly executed by the Company for authentication by the Trustee,
and the Trustee shall cancel the replaced Bond of the Eleventh Series and, upon
a Company Request, deliver to the Company a certificate of cancellation with
respect to such replaced Bond of the Eleventh Series.
SECTION 703 Principal Amount of the Bond of the Eleventh Series.
The Bond of the Eleventh Series shall be issued in an initial face amount
of $200,000,000, which face amount shall represent the maximum principal amount
of the Bond of the Eleventh Series. The amount of principal payable on the Bond
of the Eleventh Series, and the date or dates on which such principal is
payable, shall be as set forth in said Bond. For all purposes of the Indenture,
the principal amount of the Bond of the Eleventh Series Outstanding as of any
date of calculation shall be equal to the Obligations (as defined in the Bond of
the Eleventh Series) outstanding under the MBIA Reimbursement and Indemnity
Agreement as of such date, but in no event shall the principal amount of such
Bond as of any date of calculation be greater than the then current face amount
of such Bond. Principal of the Bond of the Eleventh Series shall be payable
without the presentment or surrender thereof.
SECTION 704 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Eleventh Series.
The Bond of the Eleventh Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond
12
of the Eleventh Series shall have a Stated Maturity of December 1, 2016.
Interest on the Bond of the Eleventh Series shall accrue from the same dates
that interest, if any, accrues on outstanding Obligations pursuant to the MBIA
Reimbursement and Indemnity Agreement until such interest is paid.
SECTION 705 No Redemption; No Sinking Fund.
The Bond of the Eleventh Series shall not be subject to redemption prior
to its Stated Maturity. No sinking fund is provided for the Bond of the Eleventh
Series.
SECTION 706 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Eleventh Series. The Place of Payment of the Bond
of the Eleventh Series shall be the Corporate Trust Office of the Trustee;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates any such place or the Bond Registrar; provided, further,
that the Company reserves the right to designate, by one or more Officer's
Certificates, one or more of its offices as any such place or itself as the Bond
Registrar.
SECTION 707 No Exchanges; Limitations on Transfers.
The Bond of the Eleventh Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of MBIA. The
Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 708 Other Terms of the Bond of the Eleventh Series.
The other terms of the Bond of the Eleventh Series shall be as expressly
set forth in Exhibit F to the Bond Form Officer's Certificate.
ARTICLE VIII
ESTABLISHMENT OF THE BOND OF THE TWELFTH SERIES
SECTION 801 Designation of the Bond of the Twelfth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a twelfth series of Bonds designated as the "Bond of
the Twelfth Series" (the "Bond of the Twelfth Series").
SECTION 802 Form of the Bond of the Twelfth Series.
The Bond of the Twelfth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit G to the Bond Form
Officer's Certificate.
13
SECTION 803 Principal Amount of the Bond of the Twelfth Series.
The Bond of the Twelfth Series shall be issued in an initial face amount
of $160,000,000, which face amount shall represent the maximum principal amount
of the Bond of the Twelfth Series. The amount of principal payable on the Bond
of the Twelfth Series, and the date or dates on which such principal is payable,
shall be as set forth in said Bond. For all purposes of the Indenture, the
principal amount of the Bond of the Twelfth Series Outstanding as of any date of
calculation shall be equal to the Obligations (as defined in the Bond of the
Twelfth Series) outstanding under the Loan Documents (as defined in the Bond of
the Twelfth Series) as of such date, but in no event shall the principal amount
of such Bond as of any date of calculation be greater than the then current face
amount of such Bond. The initial face amount of the Bond of the Twelfth Series
may be reduced from time to time as set forth in said Bond. Principal of the
Bond of the Twelfth Series shall be payable without the presentment or surrender
thereof.
SECTION 804 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Twelfth Series.
The Bond of the Twelfth Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Twelfth Series shall have a Stated
Maturity of June 5, 2005; provided that the Stated Maturity may be extended from
time to time as set forth in said Bond. Interest on the Bond of the Twelfth
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Twelfth Series) until such interest is paid.
SECTION 805 No Redemption; No Sinking Fund.
The Bond of the Twelfth Series shall not be subject to redemption prior to
its Stated Maturity. No sinking fund is provided for the Bond of the Twelfth
Series.
SECTION 806 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Twelfth Series. The Place of Payment of the Bond
of the Twelfth Series shall be the Corporate Trust Office of the Trustee;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates any such place or the Bond Registrar; provided, further,
that the Company reserves the right to designate, by one or more Officer's
Certificates, one or more of its offices as any such place or itself as the Bond
Registrar.
SECTION 807 No Exchanges; Limitations on Transfers.
The Bond of the Twelfth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1996 Series B Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
14
SECTION 808 Other Terms of the Bond of the Twelfth Series.
The other terms of the Bond of the Twelfth Series shall be as expressly
set forth in Exhibit G to the Bond Form Officer's Certificate.
ARTICLE IX
ESTABLISHMENT OF THE BOND OF THE THIRTEENTH SERIES
SECTION 901 Designation of the Bond of the Thirteenth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a thirteenth series of Bonds designated as the "Bond
of the Thirteenth Series" (the "Bond of the Thirteenth Series").
SECTION 902 Form of the Bond of the Thirteenth Series.
The Bond of the Thirteenth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit H to the Bond Form
Officer's Certificate.
SECTION 903 Principal Amount of the Bond of the Thirteenth Series.
The Bond of the Thirteenth Series shall be issued in an initial face
amount of $100,000,000, which face amount shall represent the maximum principal
amount of the Bond of the Thirteenth Series. The amount of principal payable on
the Bond of the Thirteenth Series, and the date or dates on which such principal
is payable, shall be as set forth in said Bond. For all purposes of the
Indenture, the principal amount of the Bond of the Thirteenth Series Outstanding
as of any date of calculation shall be equal to the Obligations (as defined in
the Bond of the Thirteenth Series) outstanding under the Loan Documents (as
defined in the Bond of the Thirteenth Series) as of such date, but in no event
shall the principal amount of such Bond as of any date of calculation be greater
than the then current face amount of such Bond. The initial face amount of the
Bond of the Thirteenth Series may be reduced from time to time as set forth in
said Bond. Principal of the Bond of the Thirteenth Series shall be payable
without the presentment or surrender thereof.
SECTION 904 Interest Rates; Interest Payment Dates; Stated Maturity of the
Bond of the Thirteenth Series.
The Bond of the Thirteenth Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Thirteenth Series shall have a Stated
Maturity of June 5, 2005; provided that the Stated Maturity may be extended from
time to time as set forth in said Bond. Interest on the Bond of the Thirteenth
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Thirteenth Series) until such interest is paid.
15
SECTION 905 No Redemption; No Sinking Fund.
The Bond of the Thirteenth Series shall not be subject to redemption prior
to its Stated Maturity. No sinking fund is provided for the Bond of the
Thirteenth Series.
SECTION 906 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Thirteenth Series. The Place of Payment of the
Bond of the Thirteenth Series shall be the Corporate Trust Office of the
Trustee; provided, however, that the Company reserves the right to change, by
one or more Officer's Certificates any such place or the Bond Registrar;
provided, further, that the Company reserves the right to designate, by one or
more Officer's Certificates, one or more of its offices as any such place or
itself as the Bond Registrar.
SECTION 907 No Exchanges; Limitations on Transfers.
The Bond of the Thirteenth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1996 Series D Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 908 Other Terms of the Bond of the Thirteenth Series.
The other terms of the Bond of the Thirteenth Series shall be as expressly
set forth in Exhibit H to the Bond Form Officer's Certificate.
ARTICLE X
ESTABLISHMENT OF THE BOND OF THE FOURTEENTH SERIES
SECTION 1001 Designation of the Bond of the Fourteenth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a fourteenth series of Bonds designated as the "Bond
of the Fourteenth Series" (the "Bond of the Fourteenth Series").
SECTION 1002 Form of the Bond of the Fourteenth Series.
The Bond of the Fourteenth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit I to the Bond Form
Officer's Certificate.
SECTION 1003 Principal Amount of the Bond of the Fourteenth Series.
The Bond of the Fourteenth Series shall be issued in an initial face
amount of $45,000,000, which face amount shall represent the maximum principal
amount of the Bond of the Fourteenth Series. The amount of principal payable on
the Bond of the Fourteenth Series,
16
and the date or dates on which such principal is payable, shall be as set forth
in said Bond. For all purposes of the Indenture, the principal amount of the
Bond of the Fourteenth Series Outstanding as of any date of calculation shall be
equal to the Obligations (as defined in the Bond of the Fourteenth Series)
outstanding under the Loan Documents (as defined in the Bond of the Fourteenth
Series) as of such date, but in no event shall the principal amount of such Bond
as of any date of calculation be greater than the then current face amount of
such Bond. The initial face amount of the Bond of the Fourteenth Series may be
reduced from time to time as set forth in said Bond. Principal of the Bond of
the Fourteenth Series shall be payable without the presentment or surrender
thereof.
SECTION 1004 Interest Rates; Interest Payment Dates; Stated Maturity of
the Bond of the Fourteenth Series.
The Bond of the Fourteenth Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Fourteenth Series shall have a Stated
Maturity of June 5, 2005; provided that the Stated Maturity may be extended from
time to time as set forth in said Bond. Interest on the Bond of the Fourteenth
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Fourteenth Series) until such interest is paid.
SECTION 1005 No Redemption; No Sinking Fund.
The Bond of the Fourteenth Series shall not be subject to redemption prior
to its Stated Maturity. No sinking fund is provided for the Bond of the
Fourteenth Series.
SECTION 1006 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Fourteenth Series. The Place of Payment of the
Bond of the Fourteenth Series shall be the Corporate Trust Office of the
Trustee; provided, however, that the Company reserves the right to change, by
one or more Officer's Certificates any such place or the Bond Registrar;
provided, further, that the Company reserves the right to designate, by one or
more Officer's Certificates, one or more of its offices as any such place or
itself as the Bond Registrar.
SECTION 1007 No Exchanges; Limitations on Transfers.
The Bond of the Fourteenth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1997 Series A Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 1008 Other Terms of the Bond of the Fourteenth Series.
The other terms of the Bond of the Fourteenth Series shall be as expressly
set forth in Exhibit I to the Bond Form Officer's Certificate.
17
ARTICLE XI
ESTABLISHMENT OF THE BOND OF THE FIFTEENTH SERIES
SECTION 1101 Designation of the Bond of the Fifteenth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a fifteenth series of Bonds designated as the "Bond
of the Fifteenth Series" (the "Bond of the Fifteenth Series").
SECTION 1102 Form of the Bond of the Fifteenth Series.
The Bond of the Fifteenth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit J to the Bond Form
Officer's Certificate.
SECTION 1103 Principal Amount of the Bond of the Fifteenth Series.
The Bond of the Fifteenth Series shall be issued in an initial face amount
of $148,550,000, which face amount shall represent the maximum principal amount
of the Bond of the Fifteenth Series. The amount of principal payable on the Bond
of the Fifteenth Series, and the date or dates on which such principal is
payable, shall be as set forth in said Bond. For all purposes of the Indenture,
the principal amount of the Bond of the Fifteenth Series Outstanding as of any
date of calculation shall be equal to the Obligations (as defined in the Bond of
the Fifteenth Series) outstanding under the Loan Documents (as defined in the
Bond of the Fifteenth Series) as of such date, but in no event shall the
principal amount of such Bond as of any date of calculation be greater than the
then current face amount of such Bond. The initial face amount of the Bond of
the Fifteenth Series may be reduced from time to time as set forth in said Bond.
Principal of the Bond of the Fifteenth Series shall be payable without the
presentment or surrender thereof.
SECTION 1104 Interest Rates; Interest Payment Dates; Stated Maturity of
the Bond of the Fifteenth Series.
The Bond of the Fifteenth Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Fifteenth Series shall have a Stated
Maturity of June 5, 2005; provided that the Stated Maturity may be extended from
time to time as set forth in said Bond. Interest on the Bond of the Fifteenth
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Fifteenth Series) until such interest is paid.
SECTION 1105 No Redemption; No Sinking Fund.
The Bond of the Fifteenth Series shall not be subject to redemption prior
to its Stated Maturity. No sinking fund is provided for the Bond of the
Fifteenth Series.
18
SECTION 1106 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Fifteenth Series. The Place of Payment of the Bond
of the Fifteenth Series shall be the Corporate Trust Office of the Trustee;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates any such place or the Bond Registrar; provided, further,
that the Company reserves the right to designate, by one or more Officer's
Certificates, one or more of its offices as any such place or itself as the Bond
Registrar.
SECTION 1107 No Exchanges; Limitations on Transfers.
The Bond of the Fifteenth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the 1997 Series C Reimbursement Agreement).
The Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 1108 Other Terms of the Bond of the Fifteenth Series.
The other terms of the Bond of the Fifteenth Series shall be as expressly
set forth in Exhibit J to the Bond Form Officer's Certificate.
ARTICLE XII
ESTABLISHMENT OF THE BOND OF THE SIXTEENTH SERIES
SECTION 1201 Designation of the Bond of the Sixteenth Series.
Pursuant to the terms hereof and Section 3.01 of the Indenture, the
Company hereby establishes a sixteenth series of Bonds designated as the "Bond
of the Sixteenth Series" (the "Bond of the Sixteenth Series").
SECTION 1202 Form of the Bond of the Sixteenth Series.
The Bond of the Sixteenth Series shall be issued in certificated form and
shall be substantially in the form attached as Exhibit K to the Bond Form
Officer's Certificate.
SECTION 1203 Principal Amount of the Bond of the Sixteenth Series.
The Bond of the Sixteenth Series shall be issued in an initial face amount
of $345,000,000, which face amount shall represent the maximum principal amount
of the Bond of the Sixteenth Series. The amount of principal payable on the Bond
of the Sixteenth Series, and the date or dates on which such principal is
payable, shall be as set forth in said Bond. For all purposes of the Indenture,
the principal amount of the Bond of the Sixteenth Series Outstanding as of any
date of calculation shall be equal to the Obligations (as defined in the Bond of
the Sixteenth Series) outstanding under the Loan Documents (as defined in the
Bond of the Sixteenth Series) as of such date, but in no event shall the
principal amount of such Bond as of any date of
19
calculation be greater than the then current face amount of such Bond. The
initial face amount of the Bond of the Sixteenth Series may be reduced from time
to time as set forth in said Bond. Principal of the Bond of the Sixteenth Series
shall be payable without the presentment or surrender thereof.
SECTION 1204 Interest Rates; Interest Payment Dates; Stated Maturity of
the Bond of the Sixteenth Series.
The Bond of the Sixteenth Series shall bear interest at the rate or rates
and interest with respect thereto will be payable on the Interest Payment Dates
set forth in said Bond. The Bond of the Sixteenth Series shall have a Stated
Maturity of June 5, 2005; provided that the Stated Maturity may be extended from
time to time as set forth in said Bond. Interest on the Bond of the Sixteenth
Series shall accrue from the same dates that interest, if any, accrues on
outstanding Obligations pursuant to the Loan Documents (as defined in the Bond
of the Sixteenth Series) until such interest is paid.
SECTION 1205 No Redemption; No Sinking Fund.
The Bond of the Sixteenth Series shall not be subject to redemption prior
to its Stated Maturity. No sinking fund is provided for the Bond of the
Sixteenth Series.
SECTION 1206 Paying Agent and Bond Registrar.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bond of the Sixteenth Series. The Place of Payment of the Bond
of the Sixteenth Series shall be the Corporate Trust Office of the Trustee;
provided, however, that the Company reserves the right to change, by one or more
Officer's Certificates any such place or the Bond Registrar; provided, further,
that the Company reserves the right to designate, by one or more Officer's
Certificates, one or more of its offices as any such place or itself as the Bond
Registrar.
SECTION 1207 No Exchanges; Limitations on Transfers.
The Bond of the Sixteenth Series may not be exchanged for any other Bond,
except as provided in Section 3.06 of the Indenture, and may not be transferred
except to effect an assignment thereof to a successor or an assign of the
Administrative Agent (as defined in the $345 Million Credit Agreement). The
Company may take such actions as it shall deem necessary, desirable or
appropriate to effect compliance with such restrictions on transfer, including
the issuance of stop-transfer instructions to the Trustee or any other transfer
agent.
SECTION 1208 Other Terms of the Bond of the Sixteenth Series.
The other terms of the Bond of the Sixteenth Series shall be as expressly
set forth in Exhibit K to the Bond Form Officer's Certificate.
20
ARTICLE XIII
MISCELLANEOUS
SECTION 1301 Additional Provisions.
With respect to Bonds issued on or before the Effective Date, (1) the term
"Senior Lien Obligations" shall not include obligations under the 1920 Mortgage,
notwithstanding Section 1.01 of the Indenture, and (2) for purposes of
calculating the Annual Interest Requirements under Section 5.01 of the
Indenture, obligations under the 1920 Mortgage shall not be included.
SECTION 1302 Amendments to Indenture.
Clause (C) of the definition of "Annual Interest Requirements" in Section
5.01 of the Indenture is hereby amended to read as follows:
(C) the principal amount of all other indebtedness secured by a Senior
Lien upon the Mortgaged Property or any part thereof (except (i)
indebtedness of the Company the repayment of which supports or is
supported by other indebtedness included in Annual Interest Requirements
pursuant to one of the other clauses of this definition, (ii) indebtedness
outstanding on the date of such certificate secured by a Prepaid Lien upon
Mortgaged Property outstanding on the date of such certificate and secured
by a lien on a parity with or prior to the lien of this Indenture upon
Mortgaged Property, and (iii) indebtedness that will be redeemed or repaid
through Bonds described in clause (B) of this definition), if such
indebtedness has been issued, assumed or guaranteed by the Company or if
the Company customarily pays the interest upon the principal thereof;
provided, however, that if any such indebtedness bears interest at a
variable rate or rates, then the interest requirement on such indebtedness
shall be determined by reference to the rate or rates in effect two (2)
Business Days immediately preceding the date of such certificate.
SECTION 1303 Application of Second Supplemental Indenture.
Except as provided herein, each and every term and condition contained in
this Second Supplemental Indenture that modifies, amends or supplements the
terms and conditions of the Indenture shall apply only to the Bond of the Sixth
Series, the Bond of the Seventh Series, the Bond of the Eighth Series, the Bond
of the Ninth Series, the Bond of the Tenth Series, the Bond of the Eleventh
Series, the Bond of the Twelfth Series, the Bond of the Thirteenth Series, the
Bond of the Fourteenth Series, the Bond of the Fifteenth Series and the Bond of
the Sixteenth Series, established hereby and not to any other series of Bonds
established under the Indenture. Except as specifically amended and supplemented
by, or to the extent inconsistent with, this Second Supplemental Indenture, the
Indenture shall remain in full force and effect and is hereby ratified and
confirmed.
21
SECTION 1304 Effective Date of Second Supplemental Indenture.
This Second Supplemental Indenture shall be effective upon the execution
and delivery hereof by each of the parties hereto.
SECTION 1305 Counterparts.
This Second 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.
22
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first above written.
PACIFIC GAS AND ELECTRIC COMPANY,
as Issuer (Mortgagor)
By: /s/ Kent M. Harvey
---------------------------------
Kent M. Harvey
Senior Vice President, Chief
Financial Officer and Treasurer
BNY WESTERN TRUST COMPANY,
as Trustee (Mortgagee)
By: /s/ Josephine Libunao
---------------------------------
Josephine Libunao
Vice President
[SIGNATURE PAGE TO SECOND SUPPLEMENTAL INDENTURE]
EXHIBIT A
Recording Information for Indenture of Mortgage, dated as of March 11, 2004
COUNTY RECORDING DATE/TIME INSTRUMENT NO.
- ------ ------------------- --------------
Alameda March 16, 2004 @ 8:30 A.M. As Instrument No.: 2004-109262
Alpine March 15, 2004 @ 1:52 P.M. As Instrument No.: 396-397
Amador March 15, 2004 @ 1:53 P.M. As Instrument No.: 2004-3367
Butte March 16, 2004 @ 1:11 P.M. As Instrument No.: 2004-0014587
Calaveras March 15, 2004 @ 3:05 P.M. As Instrument No.: 2004-5073
Colusa March 15, 2004 @ 2:47 P.M. As Instrument No.: 2004-0001251
Contra Costa March 16, 2004 @ 11:12 A.M. As Instrument No.: 2004-088068
El Dorado March 15, 2004 @ 11:15 A.M. As Instrument No.: 2004-0018966
Fresno March 15, 2004 @ 11:19 A.M. As Instrument No.: 20040055706
Glenn March 15, 2004 @ 2:58 P.M. As Instrument No.: 2004-1539
Humboldt March 15, 2004 @ 14:14 P.M. As Instrument No.: 2004-8549-140
Kern March 15, 2004 @ 12:15 P.M. As Instrument No.: 204056332
Kings March 15, 2004 @ 10:45 A.M. As Instrument No.: 2004-07216
Lake March 16, 2004 @ 12:05 P.M. As Instrument No.: 2004006521
Lassen March 16, 2004 @ 1:33 P.M. As Instrument No.: 2004-02182
Madera March 16, 2004 @ 11:40 A.M. As Instrument No.: 2004010893
Marin March 15, 2004 @ 11:18 P.M. As Instrument No.: 2004-0019996
Mariposa March 15, 2004 @ 2:52 P.M. As Instrument No.: 204-1363
Mendocino March 15, 2004 @ 12:21 P.M. As Instrument No.: 2004-05491
Merced March 15, 2004 @ 12:53 P.M. As Instrument No.: 2004-015197
Modoc March 16, 2004 @ 9:10 A.M. As Instrument No.: 2004-0001638
Monterey March 15, 2004 @ 2:37 P.M. As Instrument No.: 2004023629
Napa March 16, 2004 @ 10:54 A.M. As Instrument No.: 2004-9836
Nevada March 15, 2004 @ 11:33 A.M. As Instrument No.: 20040009213
Placer March 15, 2004 @ 12:00 P.M. As Instrument No.: 20040029193
Plumas March 15, 2004 @ 12:48 P.M. As Instrument No.: 2004-0002405
Sacramento March 15, 2004 @ 8:34 A.M. As Instrument No.: 040315-391
San Benito March 15, 2004 @ 3:12 P.M. As Instrument No.: 2004-0004220
San Bernardino March 15, 2004 @ 1:00 P.M. As Instrument No.: 2004-177760
San Francisco March 16, 2004 @ 11:13 A.M. As Instrument No.: 2004H677107
San Joaquin March 15, 2004 @ 2:45 P.M. As Instrument No.: 2004-052211
San Luis Obispo March 15, 2004 @ 10:58 A.M. As Instrument No.: 2004020222
San Mateo March 15, 2004 @ 2:03 P.M. As Instrument No.: 2004-046828
Santa Barbara March 16, 2004 @ 8:01 A.M. As Instrument No.: 2004-0024575
Santa Clara March 16, 2004 @ 3:40 P.M. As Instrument No.: 17664290
Santa Cruz March 16, 2004 @ 12:26 P.M. As Instrument No.: 2004-0016635
Shasta March 15, 2004 @ 12:27 A.M. As Instrument No.: 2004-0014021
Sierra March 15, 2004 @ 11:39 A.M. As Instrument No.: 2004140119
Siskiyou March 16, 2004 @ 2:59 P.M. As Instrument No.: 04-0003770
Solano March 15, 2004 @ 2:55 P.M. As Instrument No.: 200400030237
Sonoma March 15, 2004 @ 12:57 P.M. As Instrument No.: 04-35085
Stanislaus March 15, 2004 @ 9:56 A.M. As Instrument No.: 2004-36718
Sutter March 16, 2004 @ 9:00 A.M. As Instrument No.: 2004-6461
Tehama March 15, 2004 @ 9:39 A.M. As Instrument No.: _004969
Trinity March 15, 2004 @2:13 P.M. As Instrument No.: 200401012
Tulare March 16, 2004 @ 11:39 A.M. As Instrument No.: 2004-0023843
Tuolumne March 15, 2004 @ 4:07 P.M. As Instrument No.: 2004005028
Yolo March 15, 2004 @ 2:03 P.M. As Instrument No.: 2004-0010011
Yuba March 16, 2004 @ 8:32 A.M. As Instrument No.: 2004-004458