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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
November 6, 2023
(Date of earliest event reported)
Commission Exact Name of Registrant State or Other Jurisdiction of IRS Employer
File Number as specified in its charter Incorporation or Organization Identification Number
001-12609 PG&E CORPORATION California 94-3234914
001-02348 PACIFIC GAS AND ELECTRIC COMPANY California 94-0742640
300 Lakeside Drive 300 Lakeside Drive
Oakland Oakland
, ,
California California
94612 94612
(Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code)
( (
415 415
) )
973-1000 973-7000
(Registrant's telephone number, including area code) (Registrant's telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General Instruction A.2.
below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b)
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Name of each exchange
Symbol(s) on which registered
Common stock, no par value PCG The New York Stock Exchange
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable PCG-PA NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable PCG-PB NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable PCG-PC NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% redeemable PCG-PD NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable PCG-PE NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable PCG-PG NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable PCG-PH NYSE American LLC
First preferred stock, cumulative, par value $25 per share, 4.36% redeemable PCG-PI NYSE American LLC
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 ((s)230.405 of this chapter)
or Rule
12b-2
of the Securities Exchange Act of 1934
((s)240.12b-2
of this chapter).
Emerging growth company PG&E Corporation
Emerging growth company Pacific Gas and Electric Company
If an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a)
of the Exchange Act.
PG&E Corporation
Pacific Gas and Electric Company
-------------------------------------------------------------------------------
Item 8.01. Other Events
On November 8, 2023, Pacific Gas and Electric Company completed the sale of
$800,000,000 aggregate principal amount of 6.950% First Mortgage Bonds due
2034 (the "Mortgage Bonds"). For further information concerning the Mortgage
Bonds, refer to the exhibits attached to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Description
No.
1.1 Underwriting Agreement, dated as of November 6, 2023, by and among Pacific Gas and Electric
Company, BNP Paribas Securities Corp., Mizuho Securities USA LLC and MUFG Securities Americas Inc.
4.1 Twenty-First Supplemental Indenture, dated as of November 8, 2023, between Pacific Gas and Electric Company
and The Bank of New York Mellon Trust Company, N.A., as Trustee (including the form of the Mortgage Bonds)
5.1 Opinion of Hunton Andrews Kurth
LLP, dated November 8, 2023
23.1 Consent of Hunton Andrews Kurth LLP
(included in Exhibit 5.1 above)
104 Cover Page Interactive Data File - the cover page
XBRL tags are embedded within the Inline XBRL
document
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
PG&E CORPORATION
Date: November 8, 2023 By: /s/ Carolyn J. Burke
Name: Carolyn J. Burke
Title: Executive Vice President and Chief Financial Officer
PACIFIC GAS AND ELECTRIC COMPANY
Date: November 8, 2023 By: /s/ Stephanie N. Williams
Name: Stephanie N. Williams
Title: Vice President, Chief Financial Officer and Controller
Exhibit 1.1
Execution Version
Pacific Gas and Electric Company
$800,000,000 6.950% First Mortgage Bonds due 2034
Underwriting Agreement
NewYork, New York
November 6, 2023
BNPParibas Securities Corp.
787 Seventh Avenue
New York, NewYork 10019
Mizuho Securities USA LLC
1271 Avenue of theAmericas
New York, New York 10020
MUFG Securities AmericasInc.
1221 Avenue of the Americas, 6th Floor
New York, NewYork 10020
As Representatives of the several Underwriters named in Schedule I hereto
Ladies and Gentlemen:
Pacific Gas and ElectricCompany, a corporation organized under the laws of the
State of California (the "
Company
"), proposes to sell to the several underwriters named in Schedule I hereto
(the "
Underwriters
"), for whom you (the"
Representatives
") are acting as representatives, $800,000,000 aggregate principal amount of
6.950% first mortgage bonds due 2034 (the "
Securities
"), certain terms of which are set forth on Schedule II.
The Securities are to be issued under an indenture, dated as of June 19, 2020
(the "
Base
Indenture
"), between theCompany and The Bank of New York Mellon Trust Company, N.A., as
trustee (the "
Trustee
"), as amended and supplemented as of the Closing Date (as defined below), and
as further supplemented by the twenty-first supplemental indenture,to be dated
as of November 8, 2023, (the "
Twenty-First Supplemental Indenture
"), between the Company and Trustee.
Any reference herein to the Registration Statement, the Base Prospectus, any
Preliminary Prospectus or the Final Prospectus shall be deemed torefer to and
include the documents incorporated by reference therein pursuant to Item 12 of
Form
S-3
which were filed under the Exchange Act on or before the Effective Date of the
Registration Statement or theissue date of the Base Prospectus, any
Preliminary Prospectus or the Final Prospectus, as the case may be, and any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the RegistrationStatement, the Base Prospectus, any Preliminary
Prospectus or the Final Prospectus shall be deemed to refer to and include the
filing of any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date ofthe Base Prospectus, any
Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to
be incorporated therein by reference. Certain terms used herein are defined in
Section
21
hereof.
-------------------------------------------------------------------------------
1.
Representations and Warranties
. The Company represents and warrants to, and agrees with, eachUnderwriter as
set forth below in this
Section
1
.
(a) The Company meets the requirements for use of Form
S-3
under the Act and has prepared and filed with the Commission an automatic
shelf registration statement, as defined in Rule 405 (File
No. 333-253630)
on Form
S-3,
including a related Base Prospectus, for registration under the Act of the
offering and sale of the Securities. Such Registration Statement, including
any amendments thereto filed prior to the Execution Time,became effective upon
filing. The Company may have filed with the Commission, as part of an
amendment to the Registration Statement or pursuant to Rule 424(b), one or
more preliminary prospectus supplements relating to the Securities, each of
whichhas previously been furnished to you. The Company will file with the
Commission a final prospectus supplement relating to the Securities in
accordance with Rule 424(b) after the Execution Time. As filed, such final
prospectus supplement shallcontain all information required by the Act and the
rules thereunder, and, except to the extent the Representatives shall agree in
writing to a modification, shall be in all substantive respects in the form
furnished to you prior to the ExecutionTime or, to the extent not completed at
the Execution Time, shall contain only such specific additional information
and other changes (beyond that contained in the Base Prospectus and any
Preliminary Prospectus) as the Company has advised you, priorto the Execution
Time, will be included or made therein. The Registration Statement, at the
Execution Time, meets the requirements set forth in Rule 415(a)(1)(x). The
initial Effective Date of the Registration Statement was not earlier than the
datethree years before the Execution Time. The Company agrees to pay the fees
required by the Commission relating to the Securities within the time required
by Rule 456(b)(1) without regard to the proviso therein and otherwise in
accordance with Rules456(b) and 457(r).
(b) On each Effective Date, the Registration Statement did, and when the Final
Prospectus is first filed in accordancewith Rule 424(b) and on the Closing
Date, the Final Prospectus (and any supplement thereto) will, comply in all
material respects with the applicable requirements of the Act, the Exchange
Act and the Trust Indenture Act and the respective rulesthereunder; on each
Effective Date, at the Execution Time and on the Closing Date, the
Registration Statement did not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
ornecessary in order to make the statements therein not misleading; on the
Effective Date and on the Closing Date the Indenture did or will comply in all
material respects with the applicable requirements of the Trust Indenture Act
and the rulesthereunder; and on the date of any filing pursuant to Rule 424(b)
and on the Closing Date, the Final Prospectus (together with any supplement
thereto) will not include any untrue statement of a material fact or omit to
state a material factnecessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties as
to (i) that part of the RegistrationStatement which shall constitute the
Statement of Eligibility and Qualification (Form
T-1)
under the Trust Indenture Act of the Trustee or (ii) the information contained
in or omitted from theRegistration Statement or the Final Prospectus (or any
supplement thereto) in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Underwriter through
the Representatives specifically forinclusion in the Registration Statement or
the Final Prospectus (or any supplement thereto), it being understood and
agreed that the only such information furnished by or on behalf of any
Underwriter consists of the information described as such inSection 8 hereof.
2
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(c) As of the Execution Time and as of the Closing Date, (i) the Disclosure
Package and(ii) each Road Show, if any, when taken together as a whole with
the Disclosure Package, did not and will not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements therein,in the light of the circumstances under which they were
made, not misleading. The preceding sentence does not apply to statements in
or omissions from the Disclosure Package and any such Road Show based upon and
in conformity with writteninformation furnished to the Company by any
Underwriter through the Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the informationdescribed as such in Section 8
hereof.
(d) (i) At the time of filing the Registration Statement, (ii) at the time of
themost recent amendment thereto for the purposes of complying with Section
10(a)(3) of the Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Sections 13 or 15(d) of the Exchange Act
or form ofprospectus), (iii) at the time the Company or any person acting on
its behalf (within the meaning, for this clause only, of Rule 163(c)) made any
offer relating to the Securities in reliance on the exemption in Rule 163, and
(iv) at theExecution Time (with such date being used as the determination date
for purposes of this clause (iv)), the Company was or is (as the case may be)
a Well-Known Seasoned Issuer.
(e) (i) At the earliest time after the filing of the Registration Statement
that the Company or another offering participant made a bonafide offer (within
the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution
Time (with such date being used as the determination date for purposes of this
clause (ii)), the Company was not and is not an Ineligible Issuer,without
taking account of any determination by the Commission pursuant to Rule 405
that it is not necessary that the Company be considered an Ineligible Issuer.
(f) Each Issuer Free Writing Prospectus and the final term sheet prepared and
filed pursuant to Section 5(b) hereto did not, as of theirissue dates, and do
not include any information that conflicts with the information contained in
the Registration Statement, including any document incorporated therein by
reference and any prospectus supplement deemed to be a part thereof that
hasnot been superseded or modified. The foregoing sentence does not apply to
statements in or omissions from any Issuer Free Writing Prospectus based upon
and in conformity with written information furnished to the Company by any
Underwriter throughthe Representatives specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the information described as such in Section 8
hereof.
(g) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State ofCalifornia, with
full corporate power and authority to own or lease, as the case may be, and to
operate its properties and conduct its business as described in the Disclosure
Package and the Final Prospectus, and is duly qualified to do business asa
foreign corporation and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the failure to be
so qualified or be in good standing would not, individually or in the
aggregate, have a materialadverse effect on the condition (financial or
otherwise), earnings, business or properties of the Company and its
subsidiaries, taken as a whole (a "
Material Adverse Effect
").
(h) This Agreement has been duly authorized, executed and delivered by the
Company.
(i) As of the date hereof, the Company has the authorized capitalization as
set forth in Disclosure Package, and after giving effect to theissuance of the
Securities and the use of net proceeds therefrom as described in the
Registration Statement, the Disclosure Package and the Final Prospectus, the
Company will have an authorized capitalization as set forth under the as
adjustedcolumn of the capitalization table in the section entitled
"Capitalization."
3
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(j) The Indenture has been duly authorized by the Company; and at the Closing
Date, theIndenture will have been duly executed and delivered by the Company;
and at the Closing Date, assuming due authorization, execution and delivery by
the Trustee, the Indenture will constitute, a valid and binding obligation of
the Company,enforceable against the Company in accordance with its terms,
except as enforcement thereof may be limited (i) by laws and principles of
equity affecting the enforcement of creditors' rights, including, without
limitation, bankruptcy,reorganization, insolvency arrangement, fraudulent
conveyance, moratorium, receivership, assignment for the benefit of creditors
laws, and (ii) the applicable regulatory requirements (including the approval
of the California Public UtilitiesCommission (the "
CPUC
") (collectively, the "
Enforceability Exceptions
"); and the Indenture will be qualified under the Trust Indenture Act as of
the Closing Date.
(k) The issuance and sale by the Company of the Securities pursuant to this
Agreement have been duly authorized by all necessary corporateaction; and,
when issued and authenticated pursuant to the Indenture and delivered to the
Underwriters pursuant to this Agreement against payment of the consideration
therefor specified herein, the Securities will be valid and binding
obligations ofthe Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by the Enforceability Exceptions.
(l) None of (i) the issue and sale of the Securities, (ii) the execution,
delivery and performance by the Company of this Agreementand the Indenture,
(iii) the application of the proceeds from the sale of the Securities as
described under "Use of Proceeds" in the Disclosure Package and the Final
Prospectus, and (iv) the consummation of any other of thetransactions
contemplated herein, or the performance by the Company of any of its
obligations set forth under this Agreement or the Indenture will conflict
with, or result in a breach or violation of: (i) the charter, bylaws or
comparableconstituent documents of the Company or any of its subsidiaries,
(ii) the terms of any indenture, contract, lease, mortgage, deed of trust,
note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument towhich the Company or any of its subsidiaries is a
party or bound or to which its or their property is subject, or (iii) any
statute, law, rule, regulation, judgment, order or decree applicable to the
Company or any of its subsidiaries of anycourt, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its subsidiaries or any of its or their properties,
except, in the case of clauses (ii) and (iii)above, for such conflicts,
breaches or violations which could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(m) After giving effect to the issue and sale of the Securities, neither the
Company nor any subsidiary will be in violation or default of(i) any provision
of its charter or bylaws, (ii) the terms of any indenture, contract, lease,
mortgage, deed of trust, note agreement, loan agreement or other agreement,
obligation, condition, covenant or instrument to which it is a partyor bound
or to which its property is subject, or (iii) any statute, law, rule,
regulation, judgment, order or decree of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having
jurisdiction overthe Company or such subsidiary or any of its properties, as
applicable, except, in the case of clauses (ii) and (iii) above, for such
conflicts, breaches or violations which could not, individually or in the
aggregate, reasonably be expected tohave a Material Adverse Effect.
4
-------------------------------------------------------------------------------
(n) No holders of securities of the Company have rights to the registration of
suchsecurities under the Registration Statement, other than any such rights
that have been waived or with respect to securities that have been so
registered.
(o) Since January 1, 2023, there has not occurred any change in the condition,
financial or otherwise, or in the earnings, business oroperations of the
Company and its subsidiaries, taken as a whole, from that set forth in the
Disclosure Package that would reasonably be expected to have a Material
Adverse Effect.
(p) No action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company orany of its
subsidiaries or its or their property is pending or, to the best knowledge of
the Company, threatened that (i) would reasonably be expected to have a
material adverse effect on the issue and sale of the Securities, the
execution,delivery and performance by the Company of this Agreement, the
application of the proceeds from the sale of the Securities as described under
"Use of Proceeds" in the Disclosure Package and the Final Prospectus and the
consummation of anyof the transactions contemplated herein or the performance
by the Company of any of its obligations set forth under this Agreement or the
Indenture or (ii) would reasonably be expected to have a Material Adverse
Effect, whether or not arisingfrom transactions in the ordinary course of
business, except as set forth in or contemplated in the Disclosure Package and
the Final Prospectus (exclusive of any supplement thereto).
(q) The Company is not and, after giving effect to the offering and sale of
the Securities and the application of the proceeds thereof asdescribed in the
Disclosure Package and the Final Prospectus, will not be an "investment
company" as defined in the Investment Company Act of 1940, as amended (the "
1940
Act
") or a company "controlled" byan "investment company" within the meaning of
the 1940 Act.
(r) Except as set forth or contemplated in the RegistrationStatement,
Disclosure Package and the Final Prospectus (exclusive of any supplement
thereto), neither the Company nor any of its subsidiaries (i) is in violation
of any statute, any rule, regulation, decision or order of any governmental
agencyor body or any court, domestic or foreign, relating to the use, disposal
or release of hazardous or toxic substances or relating to the protection or
restoration of the environment or human exposure to hazardous or toxic
substances (collectively,"
Environmental
Laws
"), (ii) owns or operates any real property contaminated with any substance
that is subject to any Environmental Laws, (iii) is liable for any
off-site
disposalor contamination pursuant to any Environmental Laws, or (iv) is
subject to any pending, or to the Company's knowledge, threatened, claim
relating to any Environmental Laws, in each case, which violation, obligation,
contamination,liability or claim could, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; and the Company is
not aware of any facts, circumstances or events that could reasonably be
expected to lead to any of theforegoing.
(s) The Company does not have any significant subsidiaries as defined by Rule
1-02
ofRegulation
S-X.
(t) Subsequent to the respective dates as of which information is given in
eachof the Registration Statement, Disclosure Package and the Final Prospectus
(exclusive of any supplement thereto), (i) the Company and its subsidiaries
have not incurred any material liability or obligation, direct or contingent,
nor entered into anymaterial transaction other than in the ordinary course of
business; (ii) the Company has not purchased any of its outstanding capital
stock (except as permitted
5
-------------------------------------------------------------------------------
under its existing equity compensation plans), nor declared, paid or otherwise
made any dividend or distribution of any kind on its capital stock other than
ordinary and customary dividends; and(iii) there has not been any material
change in the capital stock, short-term debt or long-term debt of the Company
and its subsidiaries, except in each case as described or contemplated in each
of the Registration Statement, Disclosure Packageand the Final Prospectus
(exclusive of any supplement thereto).
(u) Neither the Company nor any of its subsidiaries has received anynotice of
proceedings relating to the revocation or modification of any licenses,
certificates, permits and other authorizations which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
have aMaterial Adverse Effect, whether or not arising from transactions in the
ordinary course of business, except as set forth in or contemplated in the
Registration Statement, Disclosure Package and the Final Prospectus (exclusive
of any supplementthereto).
(v) The CPUC has authorized the issuance and sale by the Company of the
Securities, and such authorization is in full force andeffect and sufficient
for the issuance and sale of the Securities to the Underwriters.
(w) No consent, approval, authorization, filingwith or order of any court or
governmental agency or body is required in connection with the issue and sale
of the Securities, the execution, delivery and performance by the Company of
this Agreement or the Indenture, the application of the proceedsfrom the sale
of the Securities as described under "Use of Proceeds" in the Disclosure
Package and the Final Prospectus and the consummation of any other of the
transactions contemplated herein or the performance by the Company of any
ofits obligations set forth herein, except (i) such as have been obtained from
the CPUC; (ii) such filings and recordings with governmental or regulatory
authorities or agencies as may be required to perfect security interests under
theIndenture; (iii) such as have been obtained, under the Act, the Trust
Indenture Act and the rules and interpretations of the Commission thereunder
or otherwise; and (iv) such as may be required under the blue sky laws of any
jurisdictionin connection with the purchase and distribution of the Securities
by the Underwriters in the manner contemplated herein and in the Disclosure
Package and the Final Prospectus.
(x) The consolidated historical financial statements and schedules of the
Company and its consolidated subsidiaries included in thePreliminary
Prospectus, the Final Prospectus and the Registration Statement present fairly
in all material respects the financial condition, results of operations and
cash flows of the Company and its consolidated subsidiaries as of the dates
andfor the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved(except as otherwise noted therein). The interactive data in
eXtensible Business Reporting Language incorporated by reference in the
Registration Statement, the Disclosure Package and the Final Prospectus has
been prepared in accordance with theCommission's rules and guidelines
applicable thereto in all material respects.
(y) Deloitte & Touche LLP, who have auditedcertain financial statements of the
Company and its consolidated subsidiaries and delivered their report with
respect to the audited consolidated financial statements and schedules
incorporated in the Registration Statement, the Disclosure Packageand the
Final Prospectus, is an independent registered public accounting firm with
respect to the Company within the meaning of the Act and the applicable
published rules and regulations thereunder and of the Public Company
Accounting OversightBoard.
6
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(z) The Company and each of its consolidated subsidiaries maintain a system of
internalaccounting controls over financial reporting sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with
management's general or specific authorizations; (ii) transactions are
recorded as necessaryto permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with
management's general or specificauthorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any material
differences. The Company and its subsidiaries'internal controls over financial
reporting are effective and the Company and its subsidiaries are not aware of
any material weakness in their internal controls over financial reporting.
(aa) The Company maintains "disclosure controls and procedures" (as defined in
Rule
13a-15(e)
of the Exchange Act) and such disclosure controls and procedures were
effective as of the end of the Company's most recently completed fiscal
quarter.
(bb) The Company has not taken, directly or indirectly, any action designed to
or that would constitute or that might reasonably be expectedto cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale
of the Securities.
(cc) There is and has been no failure on the part of the Company and any of
the Company's directors or officers, in their capacities assuch, to comply
with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the
rules and regulations promulgated in connection thereunder, including Section
402 relating to loans and Sections 302 and 906 relating to certifications.
(dd) To the Company's knowledge, none of the Company, any of its subsidiaries,
or any director, officer, agent, affiliate oremployee of the Company or any of
its subsidiaries is currently the subject of any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department ("
OFAC
"); and the Company will not use theproceeds from the sale of the Securities,
or knowingly lend, contribute or otherwise make available such proceeds to any
subsidiary, affiliate, joint venture partner or other person or entity for the
purpose of financing the activities of any personcurrently the subject of any
U.S. sanctions administered by OFAC.
(ee) None of the Company, any of its subsidiaries or, to the knowledgeof the
Company, any director, officer, agent, affiliate or employee of the Company or
any of its subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
politicalactivity; (ii) made or taken an act in furtherance of an offer,
promise or authorization of any direct or indirect unlawful payment or benefit
to any foreign or domestic government official or employee, including of any
government-owned orcontrolled entity or of a public international
organization, or any person acting in an official capacity for or on behalf of
any of the foregoing, or any political party or party official or candidate
for political office; (iii) violated or isin violation of any provision of the
Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or
regulation implementing the OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions, orcommitted an
offence under the Bribery Act 2010 of the United Kingdom or any other
applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed,
requested or taken an act in furtherance of any unlawful bribe or other
unlawfulbenefit, including, without limitation, any rebate, payoff, influence
payment, kickback or other unlawful or improper payment or benefit. The
Company and its subsidiaries have instituted, maintain and enforce, and will
continue to maintain andenforce policies and procedures reasonably designed to
promote and ensure compliance with all applicable anti-bribery and
anti-corruption laws.
7
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(ff) The operations of the Company and its subsidiaries are and have been
conducted at alltimes in compliance in all material respects with applicable
financial recordkeeping and reporting requirements, including those of the
Currency and Foreign Transactions Reporting Act of 1970, as amended, the
applicable money laundering statutes ofall jurisdictions where the Company or
any of its subsidiaries conducts business, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines issued,
administered or enforced by any governmental agency(collectively, the "
Anti-Money Laundering Laws
") and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries with respect tothe Anti-Money Laundering Laws is pending or,
to the knowledge of the Company, threatened.
(gg) (i) Except as disclosed in theRegistration Statement, the Disclosure
Package and the Final Prospectus, there has been no security breach,
disclosure or outage of, or unauthorized access to, the Company's or its
subsidiaries' information technology or computer systems,networks, hardware,
software, websites or applications, personally identifiable or confidential
data or databases thereof (including all personally identifiable or
confidential data of their respective customers, employees, suppliers, and
vendors,and any third party personally identifiable or confidential data, in
each case that is maintained, processed or stored by the Company and its
subsidiaries, and any such personally identifiable or confidential data
processed or stored by thirdparties on behalf of the Company and its
subsidiaries), equipment or technology (collectively, "
IT Systems and Data
"); (ii) neither the Company nor its subsidiaries are aware or have been
notified of any security breach, disclosureor outage of, or unauthorized
access to, their IT Systems and Data; and (iii) the Company and its
subsidiaries have implemented reasonable controls, policies, procedures, and
technological safeguards and backup and disaster recovery technologydesigned
to maintain and protect the confidentiality, integrity, operation, redundancy
and security of their IT Systems and Data that are reasonably consistent with
generally accepted industry standards and practices, or as required by
applicableregulatory standards, except with respect to clauses (i) and (ii),
for any such security breach, disclosure, outage, or unauthorized access as
would not, individually or in the aggregate, have a Material Adverse Effect,
or with respect toclause (iii), where the failure to do so would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company and its subsidiaries have complied, and are
presently in compliance, in all materialrespects, with all applicable laws or
statutes and all judgments, orders, rules and regulations of any court or
arbitrator or governmental or regulatory authority, internal policies and
contractual obligations relating to the privacy and security ofIT Systems and
Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification.
(hh) Neither the Company nor any of its subsidiaries is a party to any
contract, agreement or understanding with any person (other than thisAgreement)
that would give rise to a valid claim against the Company or any of its
subsidiaries for a brokerage commission, finder's fee or like payment in
connection with the negotiation, documentation and execution of the offering
of theSecurities pursuant to this Agreement.
(ii) The Company and each of its subsidiaries have timely filed all federal,
state, local andforeign tax returns required to be filed through the date of
this Agreement and have timely paid all taxes required to be paid (except for
cases in which the failure to file or pay would not have a Material Adverse
Effect, or, except with respect totaxes currently being contested in good
faith and for which
8
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reserves required by U.S. GAAP have been created in the financial statements
of the Company), and no tax deficiency has been determined adversely to the
Company or any of its subsidiaries whichhas had (nor does the Company nor any
of its subsidiaries have any notice or knowledge of any tax deficiency which
could reasonably be expected to be determined adversely to the Company or its
subsidiaries and which could reasonably be expected tohave) a Material Adverse
Effect.
(jj) The Company has good and valid title to all real property and all
personal property subject to thelien of the Indenture, in each case free and
clear of all liens, encumbrances, equities or claims (i) except for such
liens, encumbrances, equities or claims as are described in the Registration
Statement, the Disclosure Package and the FinalProspectus and are permitted by
the Indenture and (ii) except for such defects in title as are not reasonably
likely to, individually or in the aggregate, materially interfere with the use
made or to be made of such property by the Company ormaterially impair the
liens of the Indenture or have a material adverse effect on (x) the condition
(financial or other), results of operations or business of the Company or (y)
the authority or the ability of the Company to enter into orperform its
obligations under this Agreement, the Indenture or the Securities.
(kk) The Base Indenture was effective to create, as ofJuly 1, 2020 in favor of
the Trustee, for the benefit of itself and the holders of the Bonds, a legal,
valid and enforceable lien on and security interest in all of the Company's
right, title and interest in and to the Mortgaged Property(as such term is
defined in the Indenture) described in the instruments recorded as provided in
Schedule
IV-2;
and when such Base Indenture and memoranda of indenture supplements were filed
or recorded in theproper real estate filing or recording offices as provided
in Schedule
IV-2,
and all relevant mortgage taxes and recording charges were duly paid, such
lien was perfected in favor of the Trustee (for thebenefit of the Secured
Parties) in such Mortgaged Property and, to the extent applicable, subject to
Section 9-315
of the Uniform Commercial Code, the proceeds thereof, in each case prior and
superior inright to the Lien of any other person, except for Permitted Liens
(as such term is defined in the Indenture). The Twenty-First Supplemental
Indenture will be effective to create, as of the Closing Date, in favor of the
Trustee, for the benefit ofitself and the holders of the Securities and the
other Bonds a legal, valid and enforceable lien on and security interest in
all of the Company's right, title and interest in and to the Mortgaged
Property (as such term is defined in the BaseIndenture) described in the
Twenty-First Supplemental Indenture; and when on or following the Closing Date
such Twenty-First Supplemental Indenture (or memorandum thereof) is filed or
recorded in the proper real estate filing or recording offices,and all
relevant mortgage taxes and recording charges are duly paid, the Trustee (for
the benefit of the Secured Parties) shall have a perfected Lien on, and
security interest in, all right, title, and interest of the Company in such
MortgagedProperty and, to the extent applicable, subject to
Section 9-315
of the Uniform Commercial Code, the proceeds thereof, in each case prior and
superior in right to the Lien of any other person, except forPermitted Liens
(as such term is defined in the Indenture).
(ll) Other than the financing statements filed and the Base Indenture
andmemoranda of indenture supplements recorded on or following June 19, 2020
in favor of the Trustee (which financing statements are identified on Schedule
IV-1
hereto and the recording information for theBase Indenture and memoranda of
indenture supplements is identified on Schedule
IV-2
hereto), no effective mortgage, financing statement, fixture filing or other
instrument similar in effect under anyapplicable law covering all or any part
of the property subject to the liens of the Indenture is on file in any filing
or recording office except for financing statements filed in connection with
Permitted Liens (as defined in the Indenture).
(mm) [Reserved].
9
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(nn) The Company carries, or is covered by, insurance in such amounts and
covering suchrisks as is adequate for the conduct of its businesses and the
value of its properties and as is customary for companies engaged in similar
businesses in similar industries. The Company (i) has not received notice from
any insurer or agent ofsuch insurer that substantial capital improvements or
other material expenditures will have to be made in order to continue such
insurance and (ii) has no reason to believe that it will not be able to renew
its existing insurance coverage asand when such coverage expires or to obtain
similar coverage from similar insurers at a cost that is not reasonably likely
to have a Material Adverse Effect.
Any certificate signed by any officer of the Company and delivered to the
Representatives or counsel for the Underwriters pursuant to thisAgreement
shall be deemed a representation and warranty by the Company, as to matters
covered thereby, to each Underwriter.
2.
Purchase and Sale
.Subject to the terms and conditions and in reliance upon the representations
and warranties herein set forth, the Company agrees to sell to each
Underwriter, and each Underwriter agrees, severally and not jointly, to
purchase from the Company at apurchase price of 99.100% of the principal
amount thereof, plus accrued interest, if any, from November 8, 2023 to the
Closing Date hereunder, the principal amount of the Securities set forth
opposite the name of such Underwriter in Schedule I.
3.
Delivery and Payment
. Delivery of and payment for the Securities shall be made at 10:00 a.m. (New
York City time) at Davis Polk &Wardwell LLP, 450 Lexington Avenue, New York,
NY 10017 on November 8, 2023, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in
Section
9
hereof (such dateand time of delivery and payment for the Securities being
herein called the "
Closing
Date
"). Delivery of the Securities shall be made to the Representatives for the
respective accounts of the several Underwriters againstpayment by the several
Underwriters through the Representatives of the aggregate purchase price for
the Securities, plus accrued interest, if any, by wire transfer to the account
or accounts specified by the Company, in immediately available funds.Delivery
of the Securities shall be made through the facilities of The Depository Trust
Company unless the Representatives shall otherwise instruct.
4.
Offering by Underwriters
. It is understood that the several Underwriters propose to, and they hereby
represent that they will, offer the Securities for sale to the public as set
forth in the Disclosure Package and the Final Prospectus.
5.
Agreements
. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the Securities, the Company
will not file any amendment of the Registration Statement orsupplement
(including the Final Prospectus or any Preliminary Prospectus) to the Base
Prospectus unless the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment or supplement to which
youreasonably object in a timely manner. The Company will cause the Final
Prospectus, properly completed, and any supplement thereto to be filed in a
form approved by the Representatives with the Commission pursuant to the
applicable paragraph of Rule424(b) within the time period prescribed and will
provide evidence satisfactory to the Representatives of such timely filing.
The Company will promptly advise the Representatives (i) when the Final
Prospectus, and any supplement thereto, shallhave been filed (if required)
with the Commission pursuant to Rule 424(b), (ii) when, prior to termination
of the offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (iii) of anyrequest by the
Commission or its staff for any amendment
10
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of the Registration Statement, or for any supplement to the Final Prospectus
or for any additional information, (iv) of the issuance by the Commission of
any stop order suspending theeffectiveness of the Registration Statement or
any notice objecting to its use, any order preventing or suspending the use of
any preliminary prospectus, any Issuer Free Writing Prospectus or the Final
Prospectus, or the institution or threateningof any proceeding for the purpose
of suspending the effectiveness of the Registration Statement or preventing or
suspending the use of any preliminary prospectus, any Issuer Free Writing
Prospectus or the Final Prospectus, and (v) of thereceipt by the Company of
any notification with respect to the suspension of the qualification of the
Securities for sale in any jurisdiction or the institution or threatening of
any proceeding for such purpose. The Company will use its reasonablebest
efforts to prevent (i) the issuance of such stop order or other order referred
to in the preceding sentence, or (ii) the occurrence of (A) any suspension of
the effectiveness, or objection to the use, of the RegistrationStatement or
(B) any prevention or suspension of the use of the preliminary prospectus, any
Issuer Free Writing Prospectus or the Final Prospectus and, upon such
issuance, occurrence or notice of objection, to obtain as soon as possible
thewithdrawal of such stop order or relief from such occurrence or objection,
including, if necessary, by filing an amendment to the Registration Statement
or a new registration statement and using its reasonable best efforts to have
such amendment ornew registration statement declared effective as soon as
practicable.
(b) The Company shall prepare a final term sheet for theSecurities, containing
solely descriptions of the respective final terms and offering of the
Securities, in the form approved by you and attached as Schedule II hereto,
and file such term sheet pursuant to Rule 433(d) within the time required
bysuch Rule.
(c) If, at any time prior to the filing of the Final Prospectus pursuant to
Rule 424(b), any event occurs as a result of whichthe Disclosure Package would
include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein in the light of the
circumstances under which they were made or the circumstances thenprevailing
not misleading, the Company will (i) notify promptly the Representatives so
that any use of the Disclosure Package may cease until it is amended or
supplemented; (ii) amend or supplement the Disclosure Package to correct
suchstatement or omission; and (iii) supply any amendment or supplement to you
in such quantities as you may reasonably request.
(d) If,at any time following issuance of an Issuer Free Writing Prospectus and
prior to the completion of the distribution of the Securities, any event
occurs as a result of which such Issuer Free Writing Prospectus would conflict
with the information inthe Registration Statement, Disclosure Package or the
Final Prospectus or would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein in
the light of the circumstances under whichthey were made or the circumstances
then prevailing not misleading, the Company will (i) notify promptly the
Representatives so that any use of such Issuer Free Writing Prospectus may
cease until it is amended or supplemented; (ii) amendor supplement such Issuer
Free Writing Prospectus to correct such statement or omission; and (iii)
supply any amendment or supplement to you in such quantities as you may
reasonably request.
(e) If, at any time when a prospectus relating to the Securities is required
to be delivered under the Act (including in circumstances wheresuch
requirement may be satisfied pursuant to Rule 172), any event occurs as a
result of which the Final Prospectus as then supplemented would include any
untrue statement of a material fact or omit to state any material fact
necessary to make thestatements therein in the light of the circumstances
under which they were made at such time not misleading, or if it shall be
necessary to amend the Registration Statement, file a new registration
11
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statement or supplement the Final Prospectus to comply with the Act or the
Exchange Act or the respective rules thereunder, including in connection with
use or delivery of the Final Prospectus,the Company promptly will (i) notify
the Representatives of any such event, (ii) prepare and file with the
Commission, subject to the second sentence of paragraph (a) of this
Section
5
, an amendment orsupplement or new registration statement which will correct
such statement or omission or effect such compliance, (iii) use its reasonable
best efforts to have any amendment to the Registration Statement or new
registration statement declaredeffective as soon as practicable in order to
avoid any disruption in use of the Final Prospectus and (iv) supply any
supplemented Final Prospectus to you in such quantities as you may reasonably
request.
(f) As soon as practicable, the Company will make generally available to its
security holders and to the Representatives an earnings statementor statements
of the Company and its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158.
(g)The Company will furnish to the Representatives and counsel for the
Underwriters, without charge, signed copies of the Registration Statement
(including exhibits thereto) and to each other Underwriter a copy of the
Registration Statement (withoutexhibits thereto) and, so long as delivery of a
prospectus by an Underwriter or dealer may be required by the Act (including
in circumstances where such requirement may be satisfied pursuant to Rule
172), as many copies of each PreliminaryProspectus, the Final Prospectus and
any Issuer Free Writing Prospectus and any supplement thereto as the
Representatives may reasonably request. The Company will pay the expenses of
printing or other production of all documents relating to theoffering.
(h) The Company will arrange, if necessary, for the qualification of the
Securities for sale under the laws of suchjurisdictions as the Representatives
may designate and will maintain such qualifications in effect so long as
required for the distribution of the Securities; provided that in no event
shall the Company be obligated to qualify to do business in anyjurisdiction
where it is not now so qualified or to take any action that would subject it
to service of process in suits, other than those arising out of the offering
or sale of the Securities, in any jurisdiction where it is not now so subject.
(i) The Company agrees that, unless it has or shall have obtained the prior
written consent of the Representatives, and each Underwriter,severally and not
jointly, agrees with the Company that, unless it has or shall have obtained,
as the case may be, the prior written consent of the Company, it has not made
and will not make any offer relating to the Securities that would constitutean
Issuer Free Writing Prospectus or that would otherwise constitute a "free
writing prospectus" (as defined in Rule 405) required to be filed by the
Company with the Commission or retained by the Company under Rule 433, other
than thefree writing prospectuses containing the information contained in the
final term sheet prepared and filed pursuant to Section 5(b) hereto, or one or
more free writing prospectuses through customary Bloomberg distribution that
do not containsubstantive changes from or additions to the information
contained in the final term sheet prepared and filed pursuant to Section 5(b)
hereto; provided that the prior written consent of the parties hereto shall be
deemed to have been given inrespect of the Free Writing Prospectuses included
in Schedule III hereto or term sheet, substantially in the form of Schedule II
hereto, and any Road Show. The Company consents to the use by any Underwriter
of a free writing prospectus that(a) is not an "issuer free writing
prospectus" as defined in Rule 433, and (b) contains only (i) information
describing the preliminary terms of the Securities or the offering or (ii)
information permitted by Rule 134.Any such free writing prospectus consented
to by the Representatives or the Company is hereinafter referred to as a "
Permitted Free Writing Prospectus
." The Company agrees that (x) it has treated and will treat, as the case
maybe, each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus and
12
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(y) it has complied and will comply, as the case may be, with the requirements
of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus,
including in respect of timely filing withthe Commission, legending and record
keeping and that it will not take any action that would result in any
Underwriter or the Company being required to file with the Commission pursuant
to Rule 433(d) a Free Writing Prospectus prepared by or onbehalf of such
Underwriter that such Underwriter would not otherwise have been required to so
file.
(j) The Company will not take anyaction that would result in an Underwriter or
the Company being required to file with the Commission pursuant to Rule 433(d)
a Free Writing Prospectus prepared by or on behalf of the Underwriters that
the Underwriters otherwise would not have beenrequired to file thereunder.
(k) During the period from the date of this Agreement through the Closing
Date, the Company will not,without the prior written consent of the
Representatives, offer, sell, contract to sell, pledge, or otherwise dispose
of (or enter into any transaction which is designed to, or might reasonably be
expected to, result in the disposition (whether byactual disposition or
effective economic disposition due to cash settlement or otherwise) by the
Company or any controlled affiliate of the Company), directly or indirectly,
or confidentially submit or file (or participate in the filing of)
aregistration statement with the Commission in respect of, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, any debt
securities issued orguaranteed by the Company (other than the Securities) or
publicly announce an intention to effect any such transaction; provided that
the prior written consent of the Representatives shall not be required for
issuances of commercial paper or otherdebt securities with scheduled
maturities of less than one year.
(l) The Company will not take, directly or indirectly, any actiondesigned to
or that would constitute or that might reasonably be expected to cause or
result in, under the Exchange Act or otherwise, stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale
of theSecurities.
(m) The Company agrees to pay the costs and expenses relating to the following
matters: (i) the preparation, printing orreproduction and filing with the
Commission of the Registration Statement (including financial statements and
exhibits thereto), each Preliminary Prospectus, the Final Prospectus and any
Issuer Free Writing Prospectus, and each amendment orsupplement to any of
them; (ii) the printing (or reproduction) and delivery (including postage, air
freight charges and charges for counting and packaging) of such copies of the
Registration Statement, each Preliminary Prospectus, the FinalProspectus and
any Issuer Free Writing Prospectus, and all amendments or supplements to any
of them, as may, in each case, be reasonably requested for use in connection
with the offering and sale of the Securities; (iii) the preparation,printing,
authentication, issuance and delivery of certificates for the Securities, and
any stamp or transfer taxes in connection with the original issuance and sale
of the Securities; (iv) the printing (or reproduction) and delivery of
thisAgreement, any blue sky memorandum (the cost of such memorandum not to
exceed $15,000) and all other agreements or documents printed (or reproduced)
and delivered in connection with the offering of the Securities; (v) any
registration orqualification of the Securities for offer and sale under the
securities or blue sky laws of the several states (including filing fees and
the reasonable fees and expenses of counsel for the Underwriters relating to
such registration andqualification); (vi) any filings required to be made with
the Financial Industry Regulatory Authority, Inc. (including filing fees and
the reasonable fees and expenses of counsel for the Underwriters relating to
such filings); (vii) the costs andexpenses of the Company relating to investor
presentations on any Road Show undertaken in
13
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connection with the marketing of the offering of the Securities; (viii) the
fees and expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connectionwith the transactions contemplated
hereby; (ix) all fees and expenses associated with the grant or perfection of
the security interests and liens to be obtained pursuant to the Indenture,
including, without limitation, the preparation of theIndenture and the other
documents required thereunder in connection therewith (other than the fees and
expenses of counsel for the Underwriters related thereto); (x) the recording
of the Base Indenture and any supplemental indenture in the realestate
mortgage records in the applicable county recording offices of the State of
California; (xi) the fees and expenses of the Company's accountants and the
fees and expenses of counsel (including local and special counsel) for
theCompany; and (xii) all other costs and expenses incident to the performance
by the Company of its obligations hereunder.
(n) As ofthe Closing Date, the Company shall have good and valid title to, or
valid leasehold interests in, all real property and all personal property
subject to the liens of the Indenture, in each case free and clear of all
liens, encumbrances, equities orclaims (i) except for such liens,
encumbrances, equities or claims as are described in the Disclosure Package
and the Prospectus or are permitted by the Indenture and (ii) except for such
defects in title as are not reasonably likely to,individually or in the
aggregate, materially interfere with the use made or to be made of such
property by the Company, materially impair the liens of the Indenture or have
a material adverse effect on (x) the condition (financial or other),results of
operations or business of the Company or (y) the authority or the ability of
the Company to enter into or perform its obligations under this Agreement, the
Indenture or the Securities.
(o) Promptly following the Closing Date, the Company shall cause the
Twenty-First Supplemental Indenture and other supplemental indentures
(ornotices, memoranda or financing statements or amendments thereto as may be
recorded or filed to place third parties on notice thereof) to be recorded and
filed and
re-recorded
and
re-filed
in such manner and in such places, as may be required by law in order to fully
preserve and protect the security of the holders of the Securities and the
other Bonds.
6.
Conditions to the Obligations of the Underwriters
. The obligations of the Underwriters to purchase the Securities shall be
subject to the accuracyof the representations and warranties on the part of
the Company contained herein as of the Execution Time and the Closing Date, to
the accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to theperformance by the Company of its
obligations hereunder and to the following additional conditions:
(a) The Final Prospectus, and anysupplement thereto, shall have been filed in
the manner and within the time period required by Rule 424(b); the final term
sheet contemplated by
Section
5(b)
hereto, and any other material required to be filed by theCompany pursuant to
Rule 433(d) under the Act, shall have been filed with the Commission within
the applicable time periods prescribed for such filings by Rule 433; and no
stop order suspending the effectiveness of the Registration Statement or
anynotice objecting to its use shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) TheRepresentatives shall have received from Hunton Andrews Kurth LLP,
counsel for the Company, their written opinion and negative assurance letter,
dated the Closing Date and addressed to the Representatives, in form and
substance reasonablysatisfactory to the Representatives.
14
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(c) The Representatives shall have received from the General Counsel of the
Company awritten opinion, dated the Closing Date and addressed to the
Representatives, in form and substance reasonably satisfactory to the
Representatives.
(d) The Representatives shall have received from Davis Polk & Wardwell LLP,
counsel for the Underwriters, such opinion or opinions,dated the Closing Date
and addressed to the Representatives, with respect to the issuance and sale of
the Securities, the Indenture, the Registration Statement, the Disclosure
Package, the Final Prospectus (together with any supplement thereto) andother
related matters as the Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to the Representatives a certificate of
the Company, signed by the Chairman of the Board, the ChiefExecutive Officer,
the President, any Executive Vice President, any Senior Vice President or the
Treasurer and by the Chief Financial Officer of the Company, dated the Closing
Date, to the effect that the signers of such certificate have carefullyexamined
the Registration Statement, the Disclosure Package, the Final Prospectus and
any supplements or amendments thereto, as well as each Road Show used in
connection with the offering of the Securities, and this Agreement and that:
i. the representations and warranties of the Company in this Agreement are
true and correct on and as of the Closing Date with the same effectas if made
on the Closing Date and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to the Closing Date;
ii. no stop order suspending the effectiveness of the Registration Statement
or any notice objecting to its use has been issued and noproceedings for that
purpose have been instituted or, to the Company's knowledge, threatened; and
iii. since the date of the mostrecent financial statements included or
incorporated by reference in the Disclosure Package and the Final Prospectus
(exclusive of any supplement thereto), there has been no Material Adverse
Effect, except as set forth in or contemplated in theDisclosure Package and
the Final Prospectus (exclusive of any supplement thereto).
(f) The Company shall have requested and causedDeloitte & Touche LLP to have
furnished to the Representatives, at the Execution Time and at the Closing
Date, letters, dated respectively as of the Execution Time and as of the
Closing Date, in form and substance satisfactory to theRepresentatives.
(g) The Company shall have executed and delivered the Twenty-First
Supplemental Indenture, in form and substancesatisfactory to the Representatives
.
(h) Subsequent to the Execution Time or, if earlier, the dates as of which
information is given inthe Registration Statement (exclusive of any amendment
thereof) and the Final Prospectus (exclusive of any amendment or supplement
thereto), there shall not have been (i) any change in or affecting the
condition (financial or otherwise),earnings, business or properties of the
Company and its subsidiaries taken as a whole, whether or not arising from
transactions in the ordinary course of business, except as set forth in or
contemplated in the Disclosure Package and the FinalProspectus (exclusive of
any amendment or supplement thereto) the effect of which is, in the judgment
of the Representatives, so material and adverse as to make it impractical or
inadvisable to proceed with the offering or delivery of the Securitiesas
contemplated by the Registration Statement (exclusive of any amendment
thereof), the Disclosure Package and the Final Prospectus (exclusive of any
amendment or supplement thereto).
15
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(i) Subsequent to the Execution Time, there shall not have been any decrease
in the ratingof any of PG&E Corporation's or the Company's debt securities by
any "nationally recognized statistical rating organization" (as defined in
Section 3(a)(62) of the Exchange Act) or any notice given of any intended
orpotential decrease in any such rating or of a possible change in any such
rating that does not indicate the direction of the possible change.
(j) Prior to or on the Closing Date, the Company shall have furnished to the
Representatives evidence that the other conditions precedent tothe issuance of
the Securities set forth in Section 5.03 of the Base Indenture have been
satisfied.
(k) Prior to or on the ClosingDate, the Company shall have furnished to the
Representatives such further information, certificates and documents as the
Representatives may reasonably request.
If any of the conditions specified in this
Section
6
shall not have been fulfilled when and as provided in thisAgreement, or if any
of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be reasonably satisfactory in form and substance to the
Representatives and counsel for the Underwriters, this Agreement and
allobligations of the Underwriters hereunder may be canceled at, or at any
time prior to, the Closing Date by the Representatives. Notice of such
cancellation shall be given to the Company in writing or by telephone or
facsimile confirmed in writing.
The documents required to be delivered by this
Section
6
shall be delivered by physical or electronic means tothe office of Davis Polk
& Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New
York, New York 10017, on the Closing Date.
7.
Reimbursement of Underwriters' Expenses
. If the sale of the Securities provided for herein is not consummated because
any condition to theobligations of the Underwriters set forth in
Section
6
hereof is not satisfied, because of any termination pursuant to
Section
10
hereof or because of any refusal, inability or failure on the partof the
Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company will
reimburse the Underwriters on demand for all expenses (including reasonable
fees anddisbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
8.
Indemnification and Contribution
.
(a) The Company agrees to indemnify and hold harmless each Underwriter, the
directors, officers,employees and agents of each Underwriter and each person
who controls any Underwriter within the meaning of either the Act or the
Exchange Act and each affiliate of any Underwriter within the meaning of Rule
405 under the Act against any and alllosses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses,claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (i)
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement or in any subsequent amendment thereofor the
omission or alleged omission to state therein a material fact
16
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required to be stated therein or necessary to make the statements therein not
misleading, or (ii) any untrue statement or alleged untrue statement of a
material fact contained in the BaseProspectus, any Preliminary Prospectus or
any other preliminary prospectus supplement relating to the Securities, the
Final Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus
or any Road Show, or in any amendment thereof orsupplement thereto, or the
omission or alleged omission to state therein a material fact necessary to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, and agrees to reimburse each suchindemnified
party, as incurred, for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company will not be
liable inany such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity withwritten information furnished to the Company by or on
behalf of any Underwriter through the Representatives specifically for
inclusion therein, it being understood and agreed that the only such
information furnished by or on behalf of anyUnderwriter consists of the
information described as such in
Section
8(b)
. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.
(b) Each Underwriter severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officerswho signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference towritten information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreementwill be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the
statements set forth (i) in the last paragraph of the cover page regarding
delivery of the Securities, (ii) under the heading"Underwriting (Conflicts of
Interest)," (A) the sentences related to concessions and reallowances and (B)
the paragraph related to short sales, stabilization, syndicate covering
transactions and penalty bids in any PreliminaryProspectus and the Final
Prospectus constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in any Preliminary
Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or any
RoadShow.
(c) Promptly after receipt by an indemnified party under this
Section
8
of notice of the commencement ofany action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under
this
Section
8
, notify the indemnifying party in writing of the commencement thereof; but
the failureso to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b) above unless and to the extent it did not
otherwise learn of such action and such failure results in the forfeiture by
the indemnifyingparty of substantial rights and defenses and (ii) will not, in
any event, relieve the indemnifying party from any obligations to any
indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. Theindemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the indemnifying party's expense
to represent the indemnified party in any action for which indemnification is
sought (in which case theindemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however,
that such counsel shall be reasonably satisfactoryto the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), andthe
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the
17
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indemnified party would present such counsel with a conflict of interest, (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party andthe indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to
it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party,(iii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of the institution
of such action or (iv) the indemnifying partyshall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, beliable for the
fees and expenses of more than one separate counsel (in addition to one local
counsel) for all such indemnified parties. An indemnifying party will not,
without the prior written consent of the indemnified parties, settle
orcompromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties areactual or potential parties to such claim or action)
unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such
claim, action, suit or proceeding and(ii) does not include any statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party. No indemnifying party will be liable for any settlement
of any such action effected without its priorwritten consent (which consent
shall not be unreasonably withheld), but if settled with the consent of the
indemnifying party or if there be a final judgment of the plaintiff in any
such action, the indemnifying party agrees to indemnify and holdharmless any
indemnified party from and against any loss or liability by reason of such
settlement or judgment.
(d) In the event that theindemnity provided in paragraph (a), (b) or (c) of this
Section
8
is unavailable to or insufficient to hold harmless an indemnified party for
any reason, the Company and the Underwriters severally agree to contributeto
the aggregate losses, claims, damages and liabilities (including legal or
other expenses reasonably incurred in connection with investigating or
defending the same) (collectively "
Losses
") to which the Company and one or more ofthe Underwriters may be subject in
such proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and by the Underwriters on the other from the
offering of the Securities; provided, however, that in nocase shall any
Underwriter (except as may be provided in any agreement among underwriters
relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the
Securitiespurchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is not permitted by applicable law or
unavailable for any reason, the Company and the Underwriters severally shall
contribute in suchproportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand
and of the Underwriters on the other in connection with the statements or
omissions which resulted in such Losses aswell as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the offering (before deducting expenses)
received by it, and benefits received by the Underwriters shallbe deemed to be
equal to the total underwriting discounts and commissions, in each case as set
forth on the cover page of the Final Prospectus. Relative fault shall be
determined by reference to, among other things, whether any untrue or any
allegeduntrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information provided by the Company on the
one hand or the Underwriters on the other, the intent of the parties and their
relative knowledge,access to information and opportunity to correct or prevent
such untrue statement or omission. The Company and the Underwriters agree that
it would not be just and equitable if contribution were determined by pro rata
allocation or any other methodof allocation which does not take account of the
18
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equitable considerations referred to above. Notwithstanding the provisions of
this paragraph (d), in no event shall an Underwriter be required to contribute
any amount in excess of the amount bywhich the underwriting discount or
commission applicable to the Securities purchased by such Underwriter
hereunder as set forth on the cover page of the Final Prospectus exceeds (y)
the amount of any damages that such Underwriter has otherwisebeen required to
pay by reason of such untrue or alleged untrue statement or omission or
alleged omission. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning ofSection
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this
Section
8
, each person who controls an Underwriter within themeaning of either the Act
or the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter,
and each person who controls the Company within the meaning of either theAct
or the Exchange Act, each officer of the Company who shall have signed the
Registration Statement and each director of the Company shall have the same
rights to contribution as the Company, subject in each case to the applicable
terms andconditions of this paragraph (d).
9.
Default by an Underwriter
. If, on the Closing Date, any one or more Underwriters shall fail to purchase
andpay for any of the Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default
in the performance of its or their obligations under this Agreement, the
remainingUnderwriters shall be obligated severally to take up and pay for (in
the respective proportions which the principal amount of Securities set forth
opposite their names in Schedule I hereto bears to the aggregate principal
amount of Securities setforth opposite the names of all the remaining
Underwriters) the Securities which the defaulting Underwriter or Underwriters
agreed but failed to purchase; provided, however, that in the event that the
aggregate principal amount of Securities whichthe defaulting Underwriter or
Underwriters agreed but failed to purchase shall exceed 10% of the aggregate
principal amount of Securities set forth in Schedule I hereto, the remaining
Underwriters shall have the right to purchase all, but shall notbe under any
obligation to purchase any, of the Securities, and if such
non-defaulting
Underwriters do not purchase all the Securities, this Agreement will terminate
without liability to any
non-defaulting
Underwriter or the Company. In the event of a default by any Underwriter as
set forth in this
Section
9
, the Closing Date shall be postponed for such period, not exceedingfive
Business Days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shallrelieve any defaulting Underwriter of its liability, if any, to
the Company and any
non-defaulting
Underwriter for damages occasioned by its default hereunder.
10.
Termination
. This Agreement shall be subject to termination in the absolute discretion of
the Representatives, by notice given to the Company priorto delivery of and
payment for the Securities, if at any time prior to such delivery and payment:
(a) (i) trading in the common stock of PG&E Corporation shall have been
suspended by the Commission or the New York Stock Exchange,(ii) trading in any
series of the preferred stock of the Company shall have been suspended by the
Commission or the NYSE American LLC, (iii) (A) trading in securities generally
on the New York Stock Exchange shall have been suspended orlimited, (B)
minimum prices shall have been established on either of such exchanges, or (C)
there shall have been a material disruption in the clearance or settlement of
securities generally on either of such exchanges which makes it, inthe sole
judgment of the Representatives, impractical or inadvisable to proceed with
the offering or delivery of the Securities as contemplated by this Agreement,
the Disclosure Package or the Final Prospectus (exclusive of any amendment
orsupplement thereto), (b) a banking moratorium shall have been declared
either by Federal, California or New York State authorities, (c) there shall
have occurred any
19
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outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis which makes it, in the
sole judgment of the Representatives,impractical or inadvisable to proceed
with the offering or delivery of the Securities as contemplated by this
Agreement, the Disclosure Package or the Final Prospectus (exclusive of any
amendment or supplement thereto) or (d) there shall havebeen such a material
adverse change in general economic, political or financial conditions or the
financial markets in the United States which makes it, in the sole judgment of
the Representatives, impractical or inadvisable to proceed with theoffering or
delivery of the Securities as contemplated by this Agreement, the Disclosure
Package or the Final Prospectus (exclusive of any amendment or supplement
thereto).
11.
Representations and Indemnities to Survive
. The respective agreements, representations, warranties, indemnities and
other statements of the Companyor its officers and of the Underwriters set
forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of any
Underwriter or the Company or any of the officers, directors,employees, agents
or controlling persons referred to in
Section
8
hereof, and will survive delivery of and payment for the Securities. The
provisions of
Sections 7
and
8
hereof shall survive the termination orcancellation of this Agreement.
12.
Notices
. All communications hereunder will be in writing and effective only on
receipt, and, if sent to theRepresentatives, will be mailed, delivered or
telefaxed to each of:
. BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10019,
Attention: Debt Syndicate Desk,Email: new.york.syndicate@bnpparibas.com;
. Mizuho Securities USA LLC, 1271 Avenue of the Americas, New York, New York 10020, Attention: Debt Capital Markets(fax:
212-205-7812);
. MUFG Securities Americas Inc., 1221 Avenue of the Americas, 6th Floor, New
York, New York 10020, Attention:Capital Markets Group, facsimile: (646)
434-3455;
and
. If sent to the Company, will be mailed, delivered
or telefaxed to the Company's General Counsel (Fax:
415-973-6374)
and confirmed to the Company's General Counsel, PG&E Corporation, at 300
Lakeside Drive, Oakland, California 94612, Attention: General Counsel.
In accordance with the requirements of the USA Patriot Act (Title III of Pub. L.
107-56
(signed into law October 26, 2001)), the Underwriters are required to obtain,
verify and record information that identifies their respective clients,
including the Company, which information mayinclude the name and address of
their respective clients, as well as other information that will allow the
Underwriters to properly identify their respective clients.
13.
Successors
. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the officers,directors, employees,
agents and controlling persons referred to in
Section
8
hereof, and no other person will have any right or obligation hereunder.
14.
No Fiduciary Duty
. The Company hereby acknowledges that (a) the purchase and sale of the
Securities pursuant to this Agreement is an
arm's-length
commercial transaction between the Company, on the one hand, and the
Underwriters and any affiliate through which it may be acting, on the other,
(b) the Underwriters are acting as principaland not as an agent or fiduciary
of the Company and (c) the Company's engagement of the Underwriters in
connection with the offering and the process leading up to the offering is as
independent contractors and not in any other capacity.Furthermore, the
20
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Company agrees that it is solely responsible for making its own judgments in
connection with the offering (irrespective of whether any of the Underwriters
has advised or is currently advising theCompany on related or other matters).
The Company agrees that it will not claim that the Underwriters have rendered
advisory services of any nature or respect, or owe an agency, fiduciary or
similar duty to the Company, in connection with suchtransaction or the process
leading thereto.
15.
Research Analyst Independence
. The Company acknowledges that the Underwriters' researchanalysts and
research departments are required to be independent from their respective
investment banking divisions and are subject to certain regulations and
internal policies, and that such Underwriters' research analysts may hold
views andmake statements or investment recommendations and/or publish research
reports with respect to the Company and/or the offering of the Securities that
differ from the views of their respective investment banking divisions. The
Company hereby waivesand releases, to the fullest extent permitted by law, any
claims that the Company may have against the Underwriters with respect to any
conflict of interest that may arise from the fact that the views expressed by
their independent research analystsand research departments may be different
from or inconsistent with the views or advice communicated to the Company by
such Underwriters' investment banking divisions. The Company acknowledges that
each of the Underwriters is a full servicesecurities firm and as such from
time to time, subject to applicable securities laws, may effect transactions
for its own account or the account of its customers and hold long or short
positions in debt or equity securities of the companies that maybe the subject
of the transactions contemplated by this Agreement.
16.
Integration
. This Agreement supersedes all prior agreements andunderstandings (whether
written or oral) between the Company and the Underwriters, or any of them,
with respect to the subject matter hereof.
17.
Applicable Law
. This Agreement will be governed by and construed in accordance with the laws
of the State of New York applicable to contracts made and to be performed
within the State of New York.
18.
Waiver of Jury Trial
. The Company hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by juryin any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.
19.
Counterparts
. This Agreement orany document to be signed in connection with this Agreement
may be executed in one or more counterparts by manual, facsimile or electronic
signature, each of which shall be deemed to be an original, but all of which
together shall constitute one andthe same instrument. The words "execution,"
"signed," "delivery," and words of like import in or relating to this
Agreement or any document to be signed in connection with this Agreement shall
be deemed to includeelectronic signatures, deliveries or the keeping of
records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature, physical delivery
thereof or the use of a paper-basedrecordkeeping system, as the case may be,
and the parties hereto consent to conduct the transactions contemplated
hereunder by electronic means.
20.
Headings
. The section headings used herein are for convenience only and shall not
affect the construction hereof.
21
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21.
Definitions
. Capitalized terms used but not defined in this Agreement shall have the
meaningsassigned to such terms in the Base Indenture. The terms that follow,
when used in this Agreement, shall have the meanings indicated.
"
Act
" shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgatedthereunder.
"
Base
Prospectus
" shall mean the base prospectus referred to in paragraph 1(a) above contained
in theRegistration Statement at the Execution Time.
"
Business
Day
" shall mean any day other than a Saturday, a Sundayor a legal holiday or a
day on which banking institutions or trust companies are authorized or
obligated by law to close in New York City.
"
Commission
" shall mean the Securities and Exchange Commission.
"
Disclosure
Package
" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used
most recentlyprior to the Execution Time, (iii) any Issuer Free Writing
Prospectus identified in Schedule III hereto, (iv) the final term sheet
prepared and filed pursuant to Section 5(b) hereto, if any, and (v) any other
Free WritingProspectus that the parties hereto shall hereafter expressly agree
in writing to treat as part of the Disclosure Package.
"
Effective
Date
" shall mean each date and time that the Registration Statement, any
post-effective amendment oramendments thereto, became or becomes effective
and, if later, the date the annual report of the last completed fiscal year of
the Company on Form
10-K
was so filed.
"
Exchange
Act
" shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of theCommission promulgated thereunder.
"
Execution
Time
" shall mean 3:50 p.m. New York City time on November 6,2023, which is the
time of the first contract of sale of the Securities.
"
Final
Prospectus
" shall mean theprospectus supplement relating to the Securities that was
first filed pursuant to Rule 424(b) after the Execution Time, together with
the Base Prospectus.
"
Free Writing Prospectus
" shall mean a free writing prospectus, as defined in Rule 405.
"
Ineligible
Issuer
" shall mean an ineligible issuer, as defined in Rule 405.
"
Issuer Free Writing Prospectus
" shall mean an issuer free writing prospectus, as defined in Rule 433.
"
Preliminary
Prospectus
" shall mean any preliminary prospectus supplement to the Base Prospectus
referred to inparagraph 1(a) above which is used prior to the filing of the
Final Prospectus, together with the Base Prospectus.
"
Registration
Statement
" shall mean the registration statement referred to in paragraph 1(a) above,
including exhibitsand financial statements and any prospectus supplement
relating to the Securities that is filed with the Commission pursuant to Rule
424(b) and deemed part of such registration statement pursuant to Rule 430B,
as amended on each Effective Date and,in the event any post-effective
amendment thereto becomes effective prior to the Closing Date, shall also mean
such registration statement as so amended.
22
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"
Road
Show
" shall mean a road show, as defined in Rule 433(h)(4)under the Act, together
with any communication that is provided or transmitted simultaneously with
such road show in a manner designed to make such communication available as
part of such road show.
"
Rule 134
,
" "Rule 144A," "Rule 158," "Rule 163," "Rule 164," "Rule 172,""Rule 405,"
"Rule 415," "Rule 424," "Rule 430B", "Rule 433"
and
"Rule 501
" refer to such rules under the Act.
"
Trust Indenture Act
" shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commissionpromulgated thereunder.
"
Well-Known Seasoned Issuer
" shall mean a well-known seasoned issuer, as defined in Rule 405.
22.
Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject
to a proceeding under a U.S. Special Resolution Regime, thetransfer from such
Underwriter of this Agreement, and any interest and obligation in or under
this Agreement, will be effective to the same extent as the transfer would be
effective under the U.S. Special Resolution Regime if this Agreement, and
anysuch interest and obligation, were governed by the laws of the United
States or a state of the United States.
(b) In the event that anyUnderwriter that is a Covered Entity or a BHC Act
Affiliate of such Underwriter becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under this Agreement that may be
exercised against such Underwriter are permittedto be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United
States or a state of the United States.
"
BHC Act Affiliate
" has the meaning assigned to the term "affiliate" in, and shall be
interpreted in accordancewith, 12 U.S.C. (s) 1841(k);
"
Covered Entity
" means any of the following:
(i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R.(s) 252.82(b);
(ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R.(s) 47.3(b); or
(iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R.(s) 382.2(b);
"
Default Righ
t" has the meaning assigned to that term in, and shall beinterpreted in
accordance with, 12 C.F.R. (s)(s) 252.81, 47.2 or 382.1, as applicable; and
"
U.S. Special ResolutionRegim
e" means each of (i) the Federal Deposit Insurance Act and the regulations
promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform
and Consumer Protection Act and the regulations promulgated thereunder.
23
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If the foregoing is in accordance with your understanding of our agreement,
please signand return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company and the several Underwriters.
Very truly yours,
PACIFIC GAS AND ELECTRIC COMPANY
By: /s/ Margaret K. Becker
Name: Margaret K. Becker
Title: Vice President and Treasurer
-------------------------------------------------------------------------------
The foregoing Agreement is hereby confirmed and accepted as of the date first
written above.
BNP PARIBAS SECURITIES CORP.
By: /s/ Pasquale A. Perraglia IV
Name: Pasquale A. Perraglia IV
Title: Managing Director
For itself and as a Representative of the other several Underwriters named
herein.
-------------------------------------------------------------------------------
The foregoing Agreement is hereby confirmed and accepted as of the date first written above.
MIZUHO SECURITIES USA LLC
By: /s/ Stephen E Leamer
Name: Stephen E Leamer
Title: Managing Director
For itself and as a Representative of the other several Underwriters named
herein.
I-1
-------------------------------------------------------------------------------
The foregoing Agreement is hereby confirmed and accepted as of the date first written above.
MUFG SECURITIES AMERICAS INC.
By: /s/ Lee Schreibstein
Name: Lee Schreibstein
Title: Managing Director
For itself and as a Representative of the other several Underwriters named
herein.
I-2
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SCHEDULE I
Name of Underwriter Principal Amount of
6.950% First Mortgage
Bonds due 2034
BNP Paribas Securities Corp. $ 220,000,000
Mizuho Securities USA LLC $ 220,000,000
MUFG Securities Americas Inc. $ 220,000,000
SMBC Nikko Securities America, Inc. $ 44,000,000
BNY Mellon Capital Markets, LLC $ 24,000,000
American Veterans Group, PBC $ 24,000,000
Penserra Securities LLC $ 24,000,000
Telsey Advisory Group LLC $ 24,000,000
Total: $ 800,000,000
I-3
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SCHEDULE II
Issuer Free Writing Prospectus dated November 6, 2023
Filed Pursuant to Rule 433
Registration
No. 333-253630
(Supplementing the Preliminary Prospectus Supplement
dated November 6, 2023 to the Prospectus dated February 26, 2021)
Pacific Gas and Electric Company
PRICING TERM SHEET
$800,000,000 6.950% First Mortgage Bonds due 2034 (the "Mortgage Bonds")
The information in this pricing term sheet relates to Pacific Gas and Electric
Company's offering of the Mortgage Bonds listed aboveand should be read
together with the preliminary prospectus supplement dated November 6, 2023
(the "Preliminary Prospectus Supplement") relating to such offering and the
accompanying prospectus dated February 26, 2021, includingthe documents
incorporated by reference therein, each filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, included in the Registration Statement
No. 333-253630
(as supplemented bysuch Preliminary Prospectus Supplement, the "Preliminary
Prospectus"). The information in this pricing term sheet supplements the
Preliminary Prospectus and supersedes the information in the Preliminary
Prospectus to the extentinconsistent with the information in the Preliminary
Prospectus. Other information (including financial information) presented or
incorporated by reference in the Preliminary Prospectus is deemed to have
changed to the extent affected by the changesdescribed herein.
Capitalized terms not defined herein are defined as such in the Preliminary
Prospectus.
Issuer: Pacific Gas and Electric
Company (the "Company")
Anticipated Ratings [Intentionally Omitted]
(Moody's/S&P/Fitch)*:
Trade Date: November 6, 2023
Settlement Date: November 8, 2023 (T+2)
Proceeds to the Company: $792,800,000 (after deducting the underwriting discounts, but before
deducting estimated offering expenses payable by the Company).
Use of Proceeds: The Company expects to use the net proceeds for the repayment of a portion of Company's $900
million aggregate principal amount of 1.70% First Mortgage Bonds due November 15, 2023 at maturity
Joint Book-Running Managers: BNP Paribas Securities Corp.
Mizuho SecuritiesUSA LLC
MUFG Securities Americas Inc.
Co-Managers: SMBC Nikko Securities America, Inc.
BNY MellonCapital Markets, LLC
American Veterans Group, PBC
PenserraSecurities LLC
Telsey Advisory Group LLC
II
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Aggregate Principal Amount Offered: $800,000,000
Issue Price: 99.750%, plus accrued interest,
if any, from November 8, 2023
Maturity Date: March 15, 2034
Interest: 6.950% per annum
Interest Payment Dates: Payable semi-annually in
arrears on March 15 and
September 15 of each year,
commencing on March 15, 2024
Regular Record Dates: March 1 and September 1, as the case may
be, immediately preceding the applicable
interest payment date (whether or not
such record date is a business day)
Benchmark Treasury: 3.875% UST due August 15, 2033
Benchmark Treasury Price: 93-29+
Benchmark Treasury Yield: 4.656%
Spread to Benchmark Treasury: +233 basis points
Re-Offer 6.986%
Yield:
Optional Redemption: Prior to December 15, 2033 (three months prior to the maturity date of the Mortgage Bonds)
(the "Par Call Date"), theCompany may redeem the Mortgage Bonds at its option, in whole or
in part, at any time and from time to time, at a redemption price (expressed as a percentage
of the principal amount and rounded to three decimal places) equal to the greater of:
(1)(a) the sum of the present values of the remaining
scheduledpayments of principal and interest thereon discounted
to the redemption date (assuming the Mortgage Bonds matured
on the Par Call Date) on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Treasury Rate
plus 35 basis points, less
(b) interest accrued to the
date of redemption; and
(2) 100% of the principal amount of
the Mortgage Bonds to be redeemed,
plus, in either case,
accrued and unpaid interest
thereon to, but excluding,
theredemption date.
On or after the Par Call Date, the Company may redeem the MortgageBonds,
in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Mortgage Bonds being
redeemed plus accrued and unpaid interest thereon to the redemption date.
CUSIP / ISIN: 694308 KP1 / US694308KP16
* Note: A securities rating is not a recommendation to buy, sell or hold
securities and may be subject torevision or withdrawal at any time.
II
-------------------------------------------------------------------------------
The issuer has filed a registration statement (including a prospectus) with
the SEC for the offering towhich this communication relates. Before you
invest, you should read the prospectus in that registration statement and
other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may getthese documents for
free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the
issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by contacting each of:
BNPParibas Securities Corp. at
1-800-854-5674,
Mizuho Securities USA LLC at
1-866-271-7403
or MUFG Securities Americas Inc. at
1-877-649-6848.
ANYDISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER
NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING
SENT VIA BLOOMBERG ORANOTHER EMAIL SYSTEM
II
-------------------------------------------------------------------------------
SCHEDULE III
1. Schedule of Free Writing Prospectuses included in the Disclosure Package:
(a) Pricing Term Sheet included as Schedule II hereto
III
-------------------------------------------------------------------------------
SCHEDULE
IV-1
1. A
UCC-1
financing statement naming the Company as debtor and theTrustee as a secured party and
describing the Mortgaged Property as collateral, filed with the California Secretary of State.
2. A
UCC-1
financing statement naming the Company as debtor and theTrustee as a secured party and describing the Mortgaged
Property, that is, or is to become Fixtures, as collateral, filed with the California Secretary of State.
3. A
UCC-3
financing statement amendment naming the Company as debtor andthe Trustee as secured party and
restating the description of the Mortgaged Property, filed with the California Secretary of State.
4. A
UCC-3
financing statement amendment naming the Company as debtor andthe Trustee as secured party
and describing certain Excepted Property, filed with the California Secretary of State.
IV-1
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SCHEDULE
IV-2
MORTGAGE INDENTURE RECORDING INFORMATION
The Mortgage Indenture was initially recorded in the Official Records of the
County on the applicable recording dates and at the applicableinstrument
numbers set forth in column A below.
The Memorandum of Supplemental First Mortgage Indentures, dated as ofAugust
12, 2020 was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column B
below.
Certain parcels of real property located in certain counties have been
released from the lien of the Mortgage Indenture, as set forth in the2020
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien, dated as of December 15, 2020 was recorded in the
Official Records of the County on the applicable recording dates and atthe
applicable instrument numbers set forth in column C below.
The Seventh Supplemental Indenture, dated as ofNovember 16, 2020 was recorded
in the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column D below.
The Eighth Supplemental Indenture, dated as of March 11, 2021 was recorded in
the Official Records of the County on the applicablerecording dates and at the
applicable instrument numbers set forth in column E below.
Certain parcels of real property located in certaincounties have been released
from the lien of the Mortgage Indenture, as set forth in the 2021 Partial
Release (as defined below). To the extent applicable, the Certificate of
Partial Release of Lien, dated as of September 9, 2021(the "
2021
Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column F
below.
The Memorandum of Supplemental First Mortgage Indentures, dated as of August
31, 2021 was recorded in the Official Records of theCounty on the applicable
recording dates and at the applicable instrument numbers set forth in column G
below.
The Memorandum ofSupplemental First Mortgage Indentures, dated as of January
7, 2022 was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column H
below.
Certain parcels of real property located in certain counties have been
released from the lien of the Mortgage Indenture, as set forth in the
2022-A
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien, dated as of March 31, 2022(the "
2022-A
Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column
Ibelow.
IV-2
-------------------------------------------------------------------------------
The Memorandum of Supplemental First Mortgage Indentures, dated as of May 13,
2022was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column J
below.
The Sixteenth Supplemental Indenture, dated as of June 8, 2022 was recorded in
the Official Records of the County on the applicablerecording dates and at the
applicable instrument numbers set forth in column K below.
Certain parcels of real property located in certaincounties have been released
from the lien of the Mortgage Indenture, as set forth in the
2022-B
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien,dated as of August 12, 2022 (the "
2022-B
Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicableinstrument numbers set forth in column L
below.
The Seventeenth Supplemental Indenture, dated as of October 4, 2022 was
recorded inthe Official Records of the County on the applicable recording
dates and at the applicable instrument numbers set forth in column M below.
The Eighteenth Supplemental Indenture, dated as of January 6, 2023 was
recorded in the Official Records of the County on the applicablerecording
dates and at the applicable instrument numbers set forth in column N below.
The Eighteenth Supplemental Indenture, dated as ofJanuary 6, 2023 was recorded
in the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column N below.
The Nineteenth Supplemental Indenture, dated as of March 30, 2023 was recorded
in the Official Records of the County on the applicablerecording dates and at
the applicable instrument numbers set forth in column O below.
1
The Twentieth Supplemental Indenture, dated as of June 5, 2023 was recorded in
the Official Records of the County on the applicablerecording dates and at the
applicable instrument numbers set forth in column P below.
1 NTD: Hunton to please provide the mortgage recording information for the Nineteenth Supplemental Indenture.
IV-2
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A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated as of June 19, 2020) Supplemental First Release of Lien, dated as Indenture, dated as of
Mortgage Indentures, of December 15, 2020) November 16, 2020)
dated as of
August 12, 2020)
Alameda Date: 7/8/2020 Date: 8/19/2020 -- Date: 3/8/2021
Instrument: 2020159002 Instrument: 2020203390 Instrument: 2021094794
Alpine Date: 7/8/2020 Date: 8/21/2020 -- Date: 2/26/2021
Instrument: Ins.000313 Instrument: 2020000409 Instrument: 2021-000224
Amador Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/8/2021
Instrument: 2020-0005302 Instrument: Instrument: 20210002728
2020-0006984-00
Butte Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0026656 Instrument: 2020-0033263 Instrument: 2021-0008993
Calaveras Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-008603 Instrument: 2020-011334 Instrument: 2021-003707
Colusa Date: 7/13/2020 Date: 8/19/2020 -- Date: 2/25/2021
Instrument: 2020-0002012 Instrument: 2020-0002404 Instrument: 2021-0000922
Contra Costa Date: 7/10/2020 Date: 8/24/2020 -- Date: 3/8/2021
Instrument: Instrument: 2020-0179597 Instrument: 2021-0068856
2020-0137967-00
El Dorado Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/4/2021
Instrument: Instrument: Instrument: 2021-0014976
2020-0033173-00 2020-0042892-00
Fresno Date: 7/7/2020 Date: 8/20/2020 -- Date: 2/24/2021
Instrument: 2020-0084490 Instrument: 2020-0108156 Instrument: 2021-0031297
Glenn Date: 7/8/2020 Date: 8/25/2020 -- Date: 2/25/2021
Instrument: 2020-2622 Instrument: 2020-3320 Instrument: 2021-0901
Humboldt Date: 7/14/2020 Date: 8/24/2020 -- Date: 3/5/2021
Instrument: 2020-011590 Instrument: 2020-014544 Instrument: 2021005120
Kern Date: 7/7/2020 Date: 8/19/2020 Date: 12/29/2020 Date: 2/24/2021
Instrument: 220088046 Instrument: 220113312 Instrument: 220202055 Instrument: 221034332
Kings Date: 7/7/2020 Date: 8/21/2020 -- Date: 2/24/2021
Instrument: 2011843 Instrument: 2015093 Instrument: 2104019
Lake Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020008082 Instrument: 2020010193 Instrument: 2021003293
Lassen Date: 7/8/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 2020-02654 Instrument: 2020-03389 Instrument: 2021-00982
Madera Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/9/2021
Instrument: 2020015446 Instrument: 2020019584 Instrument: 2021007361
IV-2
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A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated as of June 19, 2020) Supplemental First Release of Lien, dated as Indenture, dated as of
Mortgage Indentures, of December 15, 2020) November 16, 2020)
dated as of
August 12, 2020)
Marin Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0028741 Instrument: 2020-0037600 Instrument: 2021-0013112
Mariposa Date: 7/7/2020 Date: 8/20/2020 -- Date: 3/4/2021
Instrument: 20202190 Instrument: 20202821 Instrument: 20211080
Mendocino Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 202007917 Instrument: 2020-10112 Instrument: 2021-02892
Merced Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020022266 Instrument: 2020028493 Instrument: 2021008602
Modoc Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 20200001804 Instrument: 20200002135 Instrument: 20210000422
Monterey Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020032685 Instrument: 2020042185 Instrument: 2021014097
Napa Date: 7/7/2020 Date: 8/20/2020 -- Date: 3/4/2021
Instrument: 2020-0016006 Instrument: 2020-0020526 Instrument: 2021-0008728
Nevada Date: 7/7/2020 Date: 8/25/2020 -- Date: 3/4/2021
Instrument: 20200015164 Instrument: 20200020840 Instrument: 20210007838
Placer Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0067740 Instrument: Instrument:
2020-0087937-00 2021-0026083-00
Plumas Date: 7/9/2020 Date: 8/20/2020 -- Date: 3/11/2021
Instrument: 2020-0003422 Instrument: 2020-0004742 Instrument: 2021-0001758
Sacramento Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: Instrument: 202008190892 Instrument: 202102241076
Ins-202007071055
San Benito Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/4/2021
Instrument: 2020-0007874 Instrument: 2020-0010072 Instrument: 2021-0003400
San Bernardino Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0226134 Instrument: 2020-0294961 Instrument: 2021-0087782
San Francisco Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: Instrument: 2020006126 Instrument: 2021036477
2020-K949017-00
San Joaquin Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-080390 Instrument: 2020-103840 Instrument: 2021-033997
San Luis Obispo Date: 7/7/2020 Date: 8/19/2020 Date: 3/5/2021 Date: 3/8/2021
Instrument: 2020033897 Instrument: 2020043805 Instrument: 2021017044 Instrument: 2021017458
San Mateo Date: 7/7/2020 Date: 8/21/2020 -- Date: 2/24/2021
Instrument: 2020064008 Instrument: 2020-084135 Instrument: 2021-030961
IV-2
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A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated as of June 19, 2020) Supplemental First Release of Lien, dated as Indenture, dated as of
Mortgage Indentures, of December 15, 2020) November 16, 2020)
dated as of
August 12, 2020)
Santa Barbara Date: 7/13/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0034969 Instrument: 2020-0043690 Instrument: 2021-0014736
Santa Clara Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 24528422 Instrument: 24580344 Instrument: 24845255
Santa Cruz Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0024403 Instrument: 2020-0031634 Instrument: 2021-0011369
Shasta Date: 7/7/2020 Date: 8/19/2020 Date: 12/29/2020 Date: 2/24/2021
Instrument: 2020-0021039 Instrument: 2020-0027008 Instrument: 2020-0047326 Instrument: 2021-0007584
Sierra Date: 7/9/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 2020171226 Instrument: 2020171540 Instrument: 2020172589
Solano Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: Instrument: 202000069597 Instrument: 202100021149
Ins-202000054277
Sonoma Date: 7/9/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020055917 Instrument: 2020070874 Instrument: 2021021837
Stanislaus Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0047771 Instrument: Instrument:
2020-0061515-00 2021-0017942-00
Sutter Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0009800 Instrument: 2020-0012784 Instrument: 20210003735
Tehama Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020007674 Instrument: 2020009820 Instrument: 2021002378
Trinity Date: 7/8/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 202002224 Instrument: 202002748 Instrument: 202100581
Tulare Date: 7/7/2020 Date: 8/26/2020 -- Date: 3/2/2021
Instrument: 2020-0039416 Instrument: 2020-0049011 Instrument: 2021-0015218
Tuolumne Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/2/2021
Instrument: 2020007628 Instrument: 2020009759 Instrument: 2021003503
Yolo Date: 7/8/2020 Date: 8/19/2020 Date: 3/8/2021 Date: 3/8/2021
Instrument: 2020-0020467 Instrument: 2020-0026550 Instrument: 2021-0009288 Instrument: 2021-0009289
Yuba Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-010218 Instrument: 2020-012939 Instrument: 2021-003119
IV-2
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E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of of of of Partial
Indenture, Partial Supplemental Supplemental Release of
dated as of Release of First First Lien, dated as
March 11, Lien, dated Mortgage Mortgage of March
2021) as of Indentures, Indentures, 31, 2022)
September dated as of dated as of
9, 2021) August 31, January
2021) 7, 2022)
Alameda Date: -- Date: Date: --
06/15/2021 09/14/2021 01/26/2022
Instrument: Instrument: Instrument:
2021215933 2021309420 2022017249
Alpine Date: -- Date: Date: --
06/16/2021 09/14/2021 01/24/2022
Instrument: Instrument: Instrument:
2021000559 2021-000769 2022000031
Amador Date: -- Date: Date: --
06/15/2021 09/15/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0007084 2021-0010656 2022-0000724
Butte Date: -- Date: Date: --
06/17/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0027732 2021-0040855 2022-0002347
Calaveras Date: -- Date: Date: --
06/15/2021 09/16/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-011005 2021-016140 2022-001421
Colusa Date: -- Date: Date: --
06/17/2021 09/14/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0002508 2021-0003762 2022-0000404
Contra Costa Date: Date: Date: Date:
06/15/2021 09/13/2021 09/22/2021 01/21/2022
Instrument: Instrument: Instrument: Instrument:
2021-0172986 2021-0254505 2021-0263934 2022-0013443
El Dorado Date: -- Date: Date: --
06/15/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0039831 2021-0058502 2022-0003838
Fresno Date: -- Date: Date: Date:
06/15/2021 09/13/2021 01/24/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument:
2021-0097447 2021-0148962 2022-0009356 2022-0044515
Glenn Date: -- Date: Date: --
06/23/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-2872 2021-4123 2022-0307
Humboldt Date: -- Date: Date: --
06/24/2021 09/15/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-014188 2021-020689 2022-001615
Kern Date: -- Date: Date: --
06/15/2021 09/14/2021 01/21/2022
Instrument: Instrument: Instrument:
221112026 221174492 222010906
Kings Date: -- Date: Date: --
06/15/2021 09/17/2021 02/01/2022
Instrument: Instrument: Instrument:
2113322 2120473 2202147
Lake Date: -- Date: Date: --
06/16/2021 09/13/2021 02/02/2022
Instrument: Instrument: Instrument:
2021010225 2021-015134 2022001154
IV-2
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E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of of of of Partial
Indenture, Partial Supplemental Supplemental Release of
dated as of Release of First First Lien, dated as
March 11, Lien, dated Mortgage Mortgage of March
2021) as of Indentures, Indentures, 31, 2022)
September dated as of dated as of
9, 2021) August 31, January
2021) 7, 2022)
Lassen Date: -- Date: Date: --
06/18/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-03286 2021-04857 2022-00332
Madera Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021019093 2021028583 2022001843
Marin Date: -- Date: Date: Date:
06/15/2021 09/10/2021 01/21/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument:
2021-0039212 2021-0056705 2022-0002727 2022-0014733
Mariposa Date: -- Date: Date: --
06/15/2021 09/23/2021 02/01/2022
Instrument: Instrument: Instrument:
20212780 20214302 20220454
Mendocino Date: -- Date: Date: --
06/16/2021 09/17/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-09192 2021-14137 2022-01242
Merced Date: -- Date: Date: --
06/15/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
2021026546 2021040766 2022003686
Modoc Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
20210001695 20210002777 20220000144
Monterey Date: -- Date: Date: --
06/17/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021042424 2021061137 2022003479
Napa Date: -- Date: Date: --
06/15/2021 09/13/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0020222 2021-0029107 2022-0001607
Nevada Date: -- Date: Date: Date:
06/15/2021 09/13/2021 01/27/22 03/31/2022
Instrument: Instrument: Instrument: Instrument:
20210020480 20210030075 20220002043 20220007109
Placer Date: -- Date: Date: Date:
06/15/2021 09/10/2021 01/25/2022 03/31/2022
Instrument: Instrument: Instrument: Instrument:
2021-0077769-00 2021-0114356-00 2022-0007227-00 2022-0027849-00
Plumas Date: Date: Date: Date: --
06/18/2021 09/21/2021 09/24/2021 01/24/2022
Instrument: Instrument: Instrument: Instrument:
2021-4121 2021-0006513 2021-0006605 2022-0000507
Sacramento Date: -- Date: Date: --
06/18/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
202106180534 202109130797 202201211306
San Benito Date: -- Date: Date: --
06/23/2021 09/20/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0009669 2021-0014111 2022-0000812
San Date: -- Date: Date: --
Bernardino 06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0270300 2021-0414379 2022-0026583
IV-2
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E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of of of of Partial
Indenture, Partial Supplemental Supplemental Release of
dated as of Release of First First Lien, dated as
March 11, Lien, dated Mortgage Mortgage of March
2021) as of Indentures, Indentures, 31, 2022)
September dated as of dated as of
9, 2021) August 31, January
2021) 7, 2022)
San Date: -- Date: Date: --
Francisco 06/16/2021 09/20/2021 01/28/2022
Instrument: Instrument: Instrument:
2021096597 2021147122 2022010094
San Joaquin Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-102076 2021-152907 2022-009240
San Luis Date: -- Date: Date: --
Obispo 06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021042772 2021062407 2022003310
San Mateo Date: -- Date: Date: Date:
06/15/2021 09/14/2021 01/24/2022 04/07/2022
Instrument: Instrument: Instrument: Instrument:
2021-090929 2021-132011 2022-006389 2022-029645
Santa Date: -- Date: Date: --
Barbara 06/16/2021 09/15/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0045121 2021-0065545 2022-0004075
Santa Clara Date: Date: Date: Date: Date:
06/15/2021 09/21/2021 09/22/2021 01/24/2022 04/07/2022
Instrument: Instrument: Instrument: Instrument: Instrument:
24996810 25107264 25109534 25224313 25277354
Santa Cruz Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0032793 2021-0046780 2022-0002159
Shasta Date: Date: Date: Date: Date:
06/15/2021 09/20/2021 09/22/2021 01/21/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument: Instrument:
2021-0024897 2021-0039149 2021-0039480 2022-0002199 2022-0011169
Sierra Date: -- Date: Date: --
06/17/2021 09/14/2021 01/26/2022
Instrument: Instrument: Instrument:
2021173017 2021173609 2022174179
Solano Date: -- Date: Date: --
06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
202100064487 202100095898 202200005916
Sonoma Date: -- Date: Date: --
06/15/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021070076 2021102595 2022004991
Stanislaus Date: -- Date: Date: --
06/16/2021 10/05/2021 02/02/2022
Instrument: Instrument: Instrument:
2021-0057206 2021-0093766 2022-0007967
Sutter Date: -- Date: Date: --
06/17/2021 09/29/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0011236 2021-0017681 2022-0001163
Tehama Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021008603 2021012840 2022000860
Trinity Date: -- Date: Date: --
06/17/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
202101938 202105327 202200200
IV-2
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E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of of of of Partial
Indenture, Partial Supplemental Supplemental Release of
dated as of Release of First First Lien, dated as
March 11, Lien, dated Mortgage Mortgage of March
2021) as of Indentures, Indentures, 31, 2022)
September dated as of dated as of
9, 2021) August 31, January
2021) 7, 2022)
Tulare Date: -- Date: Date: --
06/15/2021 09/10/2021 02/25/2022
Instrument: Instrument: Instrument:
2021-0043754 2021-0066763 2022-0005026
Tuolumne Date: -- Date: Date: --
06/17/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021009478 2021014302 2022000979
Yolo Date: -- Date: Date: --
06/16/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0023598 2021-0034493 2022-0001936
Yuba Date: -- Date: Date: --
06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-010827 2021-016949 2022-001131
J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June 8, dated as of October January
Indentures, 2022) August 12, 4, 2022) 6, 2023)
dated as of 2022)
May 13, 2022)
Alameda Date: Date: -- Date: Date:
05/25/2022 08/05/22 11/16/2022 3/22/2023
Instrument: Instrument: Instrument: Instrument:
2022100365 2022138829 2022186172 2023033135
Alpine Date: Date: -- Date: Date:
05/20/2022 08/10/22 11/17/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022000254 2022000389 2022000569 2023000173
Amador Date: Date: -- Date: Date:
05/23/2022 08/10/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0004637 2022-0006870 2022-0009747 2023-0001359
Butte Date: Date: -- Date:11/16/2022 Date:
05/18/2022 08/05/22 Instrument:2022-0036889 3/13/2023
Instrument: Instrument: Instrument:
2022-0017492 2022-0026101 2023-0007192
Calaveras Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-006931 2022-009868 2022-013219 2023-001718
Colusa Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/22/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0001852 2022-0002621 2022-0003593 2023-0000721
Contra Costa Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/17/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0087997 2022-0123193 2022-0174703 2023-0023272
El Dorado Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0022236 2022-0032806 2022-0043861 2023-0006917
IV-2
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J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June 8, dated as of October January
Indentures, 2022) August 12, 4, 2022) 6, 2023)
dated as of 2022)
May 13, 2022)
Fresno Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0069162 2022-0099615 2022-0139802 2023-0022360
Glenn Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-1984 2022-3049 2022-4524 2023-0702
Humboldt Date: Date: -- Date: Date:
05/23/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-010058 2022-014652 2022-019960 2023-003116
Kern Date: Date: Date: Date: Date:
05/24/2022 08/05/22 08/18/2022 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument: Instrument:
222082073 222121822 222127316 222171366 223028449
Kings Date: Date: -- Date: Date:
06/03/2022 08/10/22 11/22/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022-2210786 2215025 2222370 2303989
Lake Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/21/2022 3/17/2023
Instrument: Instrument: Instrument: Instrument:
2022007278 2022010807 2022015365 2023003147
Lassen Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/21/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
202202323 2022-03518 2022-04959 2023-00661
Madera Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022013676 2022020642 2022029180 2023004536
Marin Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0020238 2022-0028836 2022-0037846 2023-0005029
Mariposa Date: Date: -- Date: Date:
05/23/2022 08/09/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
20222048 20222965 20223991 20230573
Mendocino Date: Date: -- Date: Date:
06/03/2022 08/10/22 11/21/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022-07008 2022-09549 2022-12958 2023-02020
Merced Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/21/2023
Instrument: Instrument: Instrument: Instrument:
2022019388 2022028723 2022038776 2023006148
Modoc Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
20220000978 20220001810 20220003071 20230000385
Monterey Date: Date: -- Date: Date:
05/25/2022 08/05/22 11/30/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022024181 2022033420 2022050216 2023007515
Napa Date: Date: -- Date: Date:
05/24/2022 08/08/22 11/18/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0010514 2022-0015081 2022-0020800 2023-0004483
IV-2
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J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June 8, dated as of October January
Indentures, 2022) August 12, 4, 2022) 6, 2023)
dated as of 2022)
May 13, 2022)
Nevada Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
20220010774 20220016121 20220022607 20230003143
Placer Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0042292-00 2022-0062679-00 2022-0085376-00 2023-0011889-00
Plumas Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0003099 2022-0004592 2022-0006421 2023-0000790
Sacramento Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/28/2023
Instrument: Instrument: Instrument: Instrument:
202205240418 202208050870 202211160487 202303280021
San Benito Date: Date: -- Date: Date:
05/18/2022 08/25/22 11/16/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022-0005300 2022-0007992 2022-0010013 2023-0001557
San Date: Date: -- Date: Date:
Bernardino 05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0184555 2022-0271632 2022-0374949 2023-0059546
San Date: Date: -- Date: Date:
Francisco 05/24/2022 08/22/22 12/02/2022 3/23/2023
Instrument: Instrument: Instrument: Instrument:
2022052240 2022079527 2022108546 2023021283
San Joaquin Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/18/2022 03/21/2023
Instrument: Instrument: Instrument: Instrument:
2022-065791 2022-093830 2022-130609 2023-021829
San Luis Date: Date: -- Date: Date:
Obispo 05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022021410 2022032062 2022045019 2023006723
San Mateo Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/27/2023
Instrument: Instrument: Instrument: Instrument:
2022-041210 2022-059330 2022-079380 2023-013468
Santa Date: Date: -- Date: Date:
Barbara 05/18/2022 08/08/22 11/16/2022 3/21/2023
Instrument: Instrument: Instrument: Instrument:
2022-0024575 2022-0035155 2022-0047931 2023-0007944
Santa Clara Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
25304880 25354494 25400909 25448609
Santa Cruz Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0015672 2022-0022596 2022-0030816 2023-0004221
Shasta Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0015875 2022-0023892 2022-0034632 2023-0005017
Sierra Date: Date: -- Date: Date:
05/20/2022 08/08/22 11/17/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022174496 2022174749 2022175351 2023176040
IV-2
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J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June 8, dated as of October January
Indentures, 2022) August 12, 4, 2022) 6, 2023)
dated as of 2022)
May 13, 2022)
Solano Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
202200035505 202200052559 202200072976 202300010133
Sonoma Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022035095 2022052874 2022074196 2023010314
Stanislaus Date: Date: -- Date: Date:
06/13/2022 08/11/22 11/23/2022 3/29/2023
Instrument: Instrument: Instrument: Instrument:
2022-0042714 2022-0055142 2022-0075478 2023-0013999
Sutter Date: Date: -- Date: Date:
05/23/2022 08/12/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0007448 2022-0011134 2022-0015136 2023-0002240
Tehama Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022006372 2022009472 2022013471 2023001981
Trinity Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
202201347 202202621 202203688 202301165
Tulare Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/30/2023
Instrument: Instrument: Instrument: Instrument:
2022-0031627 2022-0050147 2022-0070659 2023-0014874
Tuolumne Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022006308 2022009386 2022013139 2023001860
Yolo Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0012366 2022-0018489 2022-0025371 2023-0003662
Yuba Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-008109 2022-012051 2022-017124 2023-002484
O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Alameda Date: 06/05/2023 Date: 08/21/2023
Instrument: 2023063521 Instrument: 2023094821
Alpine Date: 06/08/2023 Date: 08/18/2023
Instrument: 2023000270 Instrument: 2023000373
IV-2
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O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Amador Date: 06/06/2023 Date: 08/21/2023 Instrument: 2023-0004824
Instrument: 2023-0003053
Butte Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-0021588
Instrument: 2023-0014604
Calaveras Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-006340
Instrument: 2023-004011
Colusa Date: 06/05/2023 Date: 08/18/2023 Instrument: 2023-0002066
Instrument: 2023-0001388
Contra Costa Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-0079149
Instrument: 2023-0052597
El Dorado Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-0023087
Instrument: 2023-0015170
Fresno Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-0075938
Instrument: 2023-0051499
Glenn Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-2449
Instrument: 2023-1625
Humboldt Date: 06/12/2023 Date: 08/17/2023 Instrument: 2023-010967
Instrument: 2023-007527
Kern Date: 06/02/2023 Date: 08/17/2023 Instrument: 223098205
Instrument: 223064355
Kings Date: 06/06/2023 Date: 08/18/2023 Instrument: 2312194
Instrument: 2308178
Lake Date: 06/06/2023 Date: 08/18/2023 Instrument: 2023009039
Instrument: 2023006124
Lassen Date: 06/06/2023 Date: 08/21/2023 Instrument: 2023-02503
Instrument: 2023-01576
Madera Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023015614
Instrument: 2023010320
Marin Date: 06/02/2023 Date: 08/17/2023 Instrument: 2023-0020499
Instrument: 2023-0013933
Mariposa Date: 06/07/2023 Date: 08/21/2023 Instrument: 20232142
Instrument: 2023
1363
IV-2
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O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Mendocino Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-04403 Instrument: 2023-06606
Merced Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023012316 Instrument: 2023019368
Modoc Date: 06/02/2023 Date: 08/17/2023
Instrument: 20230000882 Instrument: 20230001733
Monterey Date: 06/12/2023 Date: 08/17/2023
Instrument: 2023017636 Instrument: 2023025534
Napa Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0008336 Instrument: 2023-0012033
Nevada Date: 06/05/2023 Date: 08/17/2023
Instrument: 20230007116 Instrument: 20230011194
Placer Date: 06/02/2023 Date: 08/17/2023
Instrument: Instrument:
2023-0028858-00 2023-0043787-00
Plumas Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0002170 Instrument: 2023-0003290
Sacramento Date: 06/12/2023 Date: 08/17/2023
Instrument: 202306120260 Instrument: 202308170355
San Benito Date: 06/13/2023 Date: 08/17/2023
Instrument: 2023-0003781 Instrument: 2023-0005296
San Bernardino Date: 06/12/2023 Date: 08/24/2023
Instrument: 2023-0144099 Instrument: 2023-0208019
San Francisco Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023039990 Instrument: 2023061559
San Joaquin Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-043341 Instrument: 2023-065168
San Luis Obispo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023015504 Instrument: 2023024299
San Mateo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-026373 Instrument: 2023-039746
IV-2
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O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Santa Barbara Date: 06/05/2023 Date: 08/18/2023
Instrument: 2023-0015840 Instrument: 2023-0024097
Santa Clara Date: 06/05/2023 Date: 08/17/2023
Instrument: 25483457 Instrument: 25519458
Santa Cruz Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0009819 Instrument: 2023-0015485
Shasta Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0011609 Instrument: 2023-0017774
Sierra Date: 06/05/2023 Date: 08/18/2023
Instrument: 2023176236 Instrument: 2023176564
Solano Date: 06/05/2023 Date: 08/17/2023
Instrument: 202300023593 Instrument: 202300035469
Sonoma Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023024786 Instrument: 2023038248
Stanislaus Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0024714 Instrument: 2023-0038394
Sutter Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-0004857 Instrument: 2023-007403
Tehama Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023005416 Instrument: 2023008121
Trinity Date: 06/05/2023 Date: 08/18/2023
Instrument: 202301828 Instrument: 202302638
Tulare Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0025609 Instrument: 2023-0037812
Tuolumne Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023004401 Instrument: 2023006880
Yolo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0008748 Instrument: 2023-0013671
Yuba Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-005726 Instrument: 2023-008437
IV-2
Exhibit 4.1
Execution Version
TO BE RECORDED AND WHEN
RECORDED RETURN TO:
Hunton Andrews Kurth LLP
550 South Hope Street, Suite 2000
Los Angeles, CA 90071
Attention: Robert M. Johnson, Esq.
TWENTY-FIRSTSUPPLEMENTAL INDENTURE
Dated as of November 8, 2023
SUPPLEMENT TO INDENTURE OF MORTGAGE
Dated as of June 19, 2020
PACIFIC GASAND ELECTRIC COMPANY
ISSUER (MORTGAGOR)
AND
THE BANK OF NEWYORK MELLON TRUST COMPANY, N.A.
TRUSTEE (MORTGAGEE)
-------------------------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE I DEFINITIONS 1
ARTICLE II ESTABLISHMENT OF 6.950% FIRST MORTGAGE BONDS DUE 2034 3
ARTICLE III AMENDMENT, SUPPLEMENT AND WAIVER 5
ARTICLE IV COVENANTS 5
ARTICLE V MISCELLANEOUS 6
EXHIBIT A FORM OF 6.950% FIRST MORTGAGE BOND DUE 2034
SCHEDULE 1 MORTGAGE INDENTURE RECORDING INFORMATION
i
-------------------------------------------------------------------------------
TWENTY-FIRST SUPPLEMENTAL INDENTURE
, dated as of November 8, 2023 (this"
Twenty-First Supplemental Indenture
"), by and between
PACIFIC GAS AND ELECTRIC COMPANY
, a California corporation (the "
Company
"), as Mortgagor, and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
, anational banking association, as Trustee under the Mortgage Indenture (as
hereinafter defined) and Mortgagee (the "
Trustee
").
RECITALS OF THE COMPANY
A. The Company and the Trustee are parties to that certain Indenture of
Mortgage, dated as of June 19, 2020 (together with all indenturessupplemental
thereto, the "
Mortgage Indenture
"), providing for the issuance by the Company of Bonds (as defined in the
Mortgage Indenture) from time to time.
B. Under the Mortgage Indenture, the Company is authorized to issue unlimited
series of Bonds and establish one or more series of Bonds at anytime in
accordance with the provisions of the Mortgage 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 Section 3.01 of the Mortgage Indenture, the Company and the
Trustee deem it advisable to enter into this Twenty-FirstSupplemental
Indenture for the purposes of establishing the terms of one series of Bonds.
D. The execution and delivery of thisTwenty-First Supplemental Indenture has
been authorized by a Board Resolution (as defined in the Mortgage Indenture).
E. Concurrent withthe execution hereof, the Company has caused its counsel to
deliver to the Trustee an Opinion of Counsel (as defined in the Mortgage
Indenture) pursuant to Section 14.03 of the Mortgage Indenture.
F. The Company has done all things necessary to make this Twenty-First
Supplemental Indenture a valid agreement of the Company in accordancewith its
terms.
NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each
other and the equal and proportionate benefitof all Holders of the Bonds of
the series established hereby, as follows:
ARTICLE I
DEFINITIONS
Unlessthe context otherwise requires, capitalized terms used but not defined
herein have the meaning set forth in the Mortgage Indenture.
Thewords "herein," "hereof" and "hereunder" and other words of similar import
refer to this Twenty-First Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision.
-------------------------------------------------------------------------------
The following additional definitions are hereby established for purposes of
thisTwenty-First Supplemental Indenture and shall have the meanings set forth
in this Twenty-First Supplemental Indenture only for purposes of this
Twenty-First Supplemental Indenture:
"
DTC
" means The Depository Trust Company.
"
Electronic Means
" means the following communications methods:
e-mail,
facsimiletransmission, secure electronic transmission containing applicable
authorization codes, passwords and/or authentication keys issued by the
Trustee, or another method or system specified by the Trustee as available for
use in connection with itsservices hereunder.
"
Instructions
" has the meaning specified in Section 609 hereof.
"
Original Issue Date
" means November 8, 2023.
"
Par Call Date
" means December 15, 2033.
"
Redemption Price
" means the price at which the Bonds may be redeemed pursuant to Section
208(a) or Section 208(b)hereto, as applicable.
"
Treasury Rate
" means, with respect to any Redemption Date, the yield determined by the
Companyin accordance with the following two paragraphs.
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York
City time(or after such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the
third Business Day preceding the Redemption Date based upon the yield or
yields for the most recent daythat appear after such time on such day in the
most recent statistical release published by the Board of Governors of the
Federal Reserve System designated as "Selected Interest Rates (Daily)--H.15"
(or any successor designation orpublication) ("
H.15
") under the caption "U.S. government securities-Treasury constant
maturities--Nominal" (or any successor caption or heading) ("
H.15 TCM
"). In determining the Treasury Rate, theCompany shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the
period from the Redemption Date to the Par Call Date of the Bonds (the "
Remaining Life
"); or (2) if thereis no such Treasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields--one yield corresponding to the Treasury
constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constantmaturity on H.15 immediately longer than the Remaining
Life--and shall interpolate to the Par Call Date for the Bonds on a
straight-line basis (using the actual number of days) using such yields and
rounding the result to three decimal places;or (3) if there is no such
Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to
the Remaining Life. For purposes of this paragraph, theapplicable Treasury
constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such
Treasury constant maturity from the Redemption Date.
2
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If on the third Business Day preceding the Redemption Date H.15 TCM is no
longer published,the Company shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00
a.m., New York City time, on the second Business Day preceding such Redemption
Date of the United StatesTreasury security maturing on, or with a maturity
that is closest to, the Par Call Date for the Bonds. If there is no United
States Treasury security maturing on the Par Call Date for the Bonds but there
are two or more United States Treasurysecurities with a maturity date equally
distant from the Par Call Date for the Bonds, one with a maturity date
preceding such Par Call Date and one with a maturity date following such Par
Call Date, the Company shall select the United StatesTreasury security with a
maturity date preceding such Par Call Date. If there are two or more United
States Treasury securities maturing on the Par Call Date for the Bonds or two
or more United States Treasury securities meeting the criteria of thepreceding
sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such
United StatesTreasury securities at 11:00 a.m., New York City time. In
determining the Treasury Rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury
security shall be based upon theaverage of the bid and asked prices (expressed
as a percentage of principal amount) at 11:00 a.m., New York City time, of
such United States Treasury security, and rounded to three decimal places.
ARTICLE II
ESTABLISHMENT OF 6.950% FIRST MORTGAGE BONDS DUE 2034
SECTION 201
Establishment and Designation of the Bonds
.
Pursuant to the terms hereof and Section 3.01 and Article V of the Mortgage
Indenture, the Company hereby establishes a fifty-fourthseries of Bonds
designated as the "6.950% First Mortgage Bonds due 2034" ("
Bonds
"). The Bonds may be reopened, from time to time, for issuances of additional
Bonds of such series subject to the terms of Article V of theMortgage
Indenture, and any additional Bonds issued and comprising Bonds shall have
identical terms as the Bonds, except that the issue price, issue date and, in
some cases, the first Interest Payment Date may differ.
SECTION 202
Form of Bonds
.
The Bondsshall be issued in the form of one or more Global Bonds in
substantially the form set forth in Exhibit A.
SECTION 203
Principal Amount
.
The Bonds shall be issued in an initial aggregate principal amount of
$800,000,000.
SECTION 204
Interest Rate; Stated Maturity; Minimum Denominations
.
The Bonds shall bear interest at the rate of 6.950% per annum and shall have a
Stated Maturity of March 15, 2034.
3
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The Bonds are issuable in denominations of $2,000 and any integral multiple of
$1,000 inexcess thereof.
SECTION 205
No Sinking Fund
.
No sinking fund is provided for any of the Bonds.
SECTION 206
Paying Agent and Bond Registrar
.
The Trustee is hereby appointed as initial Paying Agent and initial Bond
Registrar for the Bonds. The Place of Payment of the Bonds shall bethe
Corporate Trust Office of the Trustee.
SECTION 207
Global Securities; Appointment of Depositary for Global Securities
.
The Bonds shall be issued in the form of one or more permanent Global Bonds as
provided in Section 3.14 of the Mortgage Indenture anddeposited with, or on
behalf of, the Depositary, or with the Trustee, as custodian for the
Depositary, duly executed by the Company and authenticated by the Trustee. The
Company hereby initially appoints DTC to act as the Depositary with respect
toall Bonds, and the Bonds shall initially be registered in the name of Cede &
Co., as the nominee of DTC.
The Company and DTChave 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 havethe same rights with respect to its
actions thereunder as it has with respect to its actions under the Mortgage
Indenture.
None of theCompany, 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 formaintaining, 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
.
(a)Subject to the terms and conditions of the Mortgage Indenture, prior to the
Par Call Date, the Company may redeem the Bonds at its option, in whole or in
part, at any time and from time to time, at a Redemption Price (expressed as a
percentage ofthe principal amount and rounded to three decimal places) equal
to the greater of: (1)(a) the sum of the present values of the remaining
scheduled payments of principal and interest thereon discounted to the
Redemption Date (assuming the Bondsmatured on the Par Call Date) on a
semi-annual basis (assuming
a 360-day year
consisting of
twelve 30-day months)
at the Treasury Rate plus 35 basispoints, less (b) interest accrued to the
Redemption Date; and (2) 100% of the principal amount of the Bonds to be
redeemed, plus, in either case, accrued and unpaid interest thereon to the
Redemption Date.
4
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(b) Subject to the terms and conditions of the Mortgage Indenture, on or after
the Par CallDate, the Company may redeem the Bonds, in whole or in part, at
any time and from time to time, at a Redemption Price equal to 100% of the
principal amount of the Bonds being redeemed plus accrued and unpaid interest
thereon to 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
Bondspursuant to this Section 208, and notify the Trustee and, on or before
the applicable Redemption Date, deposit with the Trustee or Paying Agent
sufficient funds to pay the applicable Redemption Price for the Bonds to be
redeemed on suchRedemption Date.
(e) Notice of any redemption pursuant to this Section 208 shall be given (i)
to Holders of the Bonds in themanner set forth in Section 6.04 of the Mortgage
Indenture and by
e-mail
to the Depositary and (ii) to the Trustee in accordance with Section 6.02 of
the Mortgage Indenture.
SECTION 209
Other Terms of the Bonds.
The other terms of the Bonds shall be as expressly set forth herein and in
Exhibit A.
ARTICLE III
AMENDMENT, SUPPLEMENT AND WAIVER
The Trustee and the Company may not modify, amend or supplement this
Twenty-First Supplemental Indenture except as set forth in Article XIV ofthe
Mortgage Indenture as if (a) references in Article XIV to "this Indenture" and
"hereto" are deemed to include the Twenty-First Supplemental Indenture, and
(b) references to the Bonds of any series "Outstandingunder this Indenture"
(or similar expressions and phrases) are deemed to refer only to the Bonds of
each series established hereby and no other Bonds.
ARTICLE IV
COVENANTS
Each of the agreements and covenants of the Company contained in Article VII
of the Mortgage Indenture shall apply to the Bondsof each series established
hereby as of the Original Issue Date.
5
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ARTICLE V
MISCELLANEOUS
SECTION 501
Concerning the Trustee
.
The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity orsufficiency of this Twenty-First Supplemental
Indenture or the due execution hereof by the Company, or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company. Except asherein otherwise provided,
no duties, responsibilities or liabilities are assumed, or shall be construed
to be assumed, by the Trustee by reason of this Twenty-First Supplemental
Indenture other than as set forth in the Mortgage Indenture; and thisTwenty-Firs
t Supplemental Indenture is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Mortgage Indenture,
as fully to all intents as if the same were herein set forth at length.
SECTION 502
Application of Twenty-First Supplemental Indenture
.
Except as provided herein, each and every term and condition contained in this
Twenty-First Supplemental Indenture that modifies, amends orsupplements the
terms and conditions of the Mortgage Indenture shall apply only to the Bonds
of each series established hereby and not to any other series of Bonds
established under the Mortgage Indenture. Except as specifically amended
andsupplemented by, or to the extent inconsistent with, this Twenty-First
Supplemental Indenture, the Mortgage Indenture shall remain in full force and
effect and is hereby ratified and confirmed.
SECTION 503
Headings
.
The headings ofthe several Articles of this Twenty-First Supplemental
Indenture are inserted for convenience of reference, and shall not be deemed
to be any part hereof.
SECTION 504
Effective Date
.
ThisTwenty-First Supplemental Indenture shall be effective upon the execution
and delivery hereof by each of the parties hereto.
SECTION 505
Counterparts
.
This Twenty-First Supplemental Indenture may be executed in any number of
counterparts, and each of suchcounterparts shall together constitute but one
and the same instrument. Delivery of an executed Twenty-First Supplemental
Indenture by one party to the other may be made by facsimile, electronic mail
(including any electronic signature complyingwith the New York Electronic
Signatures and Records Act (N.Y. State Tech. (s)(s)
301-309),
as amended from time to time, or other applicable law) or other transmission
method, and the parties heretoagree that any counterpart so delivered shall be
deemed to have been duly and validly delivered and be valid and effective for
all purposes.
SECTION 506
Governing Law
.
The laws of the State of New York shall govern this Twenty-First Supplemental
Indenture, the Bonds without givingeffect to applicable principles of
conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.
6
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SECTION 507
Severability
.
In case any provision in this Twenty-First Supplemental Indenture, the Bonds
shall be invalid, illegal or unenforceable, the validity,legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 508
Incorporation byReference
.
The terms of Schedule 1 attached hereto are incorporated herein and made a
part hereof by this reference.
SECTION 509
Electronic Communication
.
With respect to the Bonds under this Twenty-First Supplemental Indenture, the
Trustee shall have the right to accept and act upon instructions("I
nstructions
"), given pursuant to this Twenty-First Supplemental Indenture and delivered
using Electronic Means; provided, however, that the Company shall provide to
the Trustee an incumbency certificate listing AuthorizedOfficers and
containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the Company whenever a person is to be added
or deleted from the listing. If the Company elects to give the TrusteeInstructio
ns using Electronic Means and the Trustee in its discretion elects to act upon
such Instructions, the Trustee's understanding of such Instructions shall be
deemed controlling. The Company understands and agrees that the Trustee
cannotdetermine the identity of the actual sender of such Instructions and
that the Trustee shall conclusively presume that directions that purport to
have been sent by an Authorized Officer listed on the incumbency certificate
provided to the Trusteehave been sent by such Authorized Officer. The Company
shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and that the Company and all Authorized Officers
are solely responsible to safeguard theuse and confidentiality of applicable
user and authorization codes, passwords and/or authentication keys upon
receipt thereof by the Company. The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from theTrustee's
reliance upon and compliance with such Instructions notwithstanding such
directions conflict or are inconsistent with a subsequent written instruction.
The Company agrees: (i) to assume all risks arising out of the use
ofElectronic Means to submit Instructions to the Trustee including without
limitation the risk of the Trustee acting on unauthorized Instructions, and
the risk of interception and misuse by third parties; (ii) that it is fully
informed of theprotections and risks associated with the various methods of
transmitting Instructions to the Trustee and that there may be more secure
methods of transmitting Instructions than the method(s) selected by the
Company; (iii) that the securityprocedures (if any) to be followed in
connection with its transmission of Instructions provide to it a commercially
reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediatelyupon learning of any
compromise or unauthorized use of the security procedures.
7
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IN WITNESS WHEREOF, the parties hereto have caused this Twenty-First
Supplemental Indentureto be duly executed as of the day and year first above
written.
PACIFIC GAS AND ELECTRIC COMPANY, as Issuer (Mortgagor)
By: /s/ Margaret K. Becker
Name: Margaret K. Becker
Title: Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (Mortgagee)
By: /s/ Mary Jo Wagener
Name: Mary Jo Wagener
Title: Vice President
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A notary public or other officer completing this certificate verifies only the
identity of the individualwho signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA }
}
COUNTY OF SAN FRANCISCO }
On October 24, 2023, before me, Jolie F. Ocampo, a notary public, personally
appeared Margaret K. Becker, who proved tome on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in her authorized capacity,
and that by her signature on the instrument the person, or theentity upon
behalf of which the person acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
thatthe foregoing paragraph is true and correct.
WITNESS my hand and official seal.
/s/ Jolie F. Ocampo
Signature
JOLIE FRANCHESCA OCAMPO
NotaryPublic - California
San Francisco County
Commission #2382663
My Comm. Expires Dec. 6, 2025
(Seal)
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A notary public or other officer completing this certificate verifies only the
identity of the individualwho signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF TEXAS }
}
COUNTY OF HARRIS }
On November 7, 2023, before me, April Michelle Bradley, a notary public,
personally appeared Mary Jo Wagener, a VicePresident of The Bank of New York
Mellon Trust Company, N.A. and who proved to me on the basis of satisfactory
evidence to be the person whose name is subscribed to the within instrument
and acknowledged to me that she executed the same in herauthorized capacity,
and that by her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/s/ April Michelle Bradley
Signature
APRIL MICHELLE BRADLEY
NotaryPublic - State of Texas
Notary ID# 133238619
MyCommission Expires: July 28, 2025
(Seal)
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EXHIBIT A
[FORM OF 6.950% FIRST MORTGAGE BOND DUE 2034]
[FORM OF FACE OF BOND]
THIS BONDIS A GLOBAL BOND WITHIN THE MEANING OF THE MORTGAGE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE MORTGAGE INDENTURE) OR A NOMINEE THEREOF. THIS GLOBAL BOND IS
EXCHANGEABLE FOR BONDS REGISTERED INTHE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR ITS NOMINEE ONLY IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
MORTGAGE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR BONDS IN CERTIFICATED FORM, THIS GLOBAL BOND MAY NOT BETRANSFERRED 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 NOMINEEOF
SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEWYORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY ANAUTHORIZED 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 ISWRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECTTO THE INFORMATION SET FORTH ON THE
REVERSE HEREOF:
PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: INTEREST RATE:
$800,000,000 November 8, 2023 6.950% per annum
MATURITY DATE: INTEREST PAYMENT DATES: THIS BOND IS A:
March 15, 2034 March 15 and September 15 of each year, commencing March 15, 2024 Global Book-Entry Bond
Certificated Bond
REGISTERED OWNER: Cede & Co., as nominee of The Depository TrustCompany
A-1
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PACIFIC GAS AND ELECTRIC COMPANY
6.950% FIRST MORTGAGE BOND DUE 2034
(Fixed Rate)
No. [.] Principal Amount: $[.]
CUSIP [.]
PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing
under the laws of the State ofCalifornia (herein called the "
Company
," which term includes any successor Person pursuant to the applicable
provisions of the Mortgage Indenture hereinafter referred to), for value
received, hereby promises to pay toCede & Co., as nominee for The Depository
Trust Company, or registered assigns, the Principal Amount stated above on the
Maturity Date stated above, and to pay interest thereon from and including the
Original Issue Date stated above or, inthe case of a 6.950% First Mortgage
Bond Due 2034 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 theInterest Payment
Dates set forth above and on the Maturity Date stated above at the rate of
6.950% per annum until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
anyInterest Payment Date will, as provided in such Mortgage Indenture, be paid
to the Person in whose name this 6.950% First Mortgage Bond Due 2034 (this "
Bond
") (or one or more Predecessor Bonds) is registered at the close of businesson
the Regular Record Date for such interest, which shall be March 1 or September
1 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date; provided, however, that interest payable at the
MaturityDate 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 paidto the Person in whose name this Bond (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, as set forth in Section 3.07 of theMortgage Indenture, notice
whereof shall be given to Holders of Bonds of this series 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 MortgageIndenture
and any securities exchange, if any, on which the Bonds of this series may be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in said Mortgage Indenture.
Payments of interest on this Bond will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments forthis
Bond shall be computed and paid on the basis of the
360-day
year of twelve
30-day
months. In the event that any date on which interest is payable on this
Bond(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 sameforce 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, andno interest on such payment shall accrue
for the period from and after maturity.
A-2
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Payment of principal of, premium, if any, and interest on the Bonds of this
series shall bemade 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 Bonds of
this series represented by aGlobal 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 anyof the Bonds of this series are
no longer represented by a Global Bond, (i) payments of principal, premium, if
any, and interest due on the Maturity Date or on a Redemption Date of such
Bonds shall be made at the office of the Paying Agent uponsurrender of such
Bonds 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 suchaddress
shall appear in the Bond Register or (B) by wire transfer to registered
Holders of at least $10,000,000 in principal amount of Bonds at such place and
to such account at a banking institution in the United States as such Holders
maydesignate in writing to the Trustee at least sixteen (16) days prior to the
date for payment.
REFERENCE IS HEREBY MADE TO THEFURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
A-3
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Unless the certificate of authentication hereon has been executed by the
Trustee referred toon the reverse hereof by manual or electronic signature,
this Bond shall not be entitled to any benefit under the Mortgage Indenture or
be valid or obligatory for any purpose.
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:
A-4
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds of the series designated as Bonds of the 6.950% First
Mortgage Bonds due 2034 referred to in the within-mentionedMortgage Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
Authorized Signatory
Dated:
A-5
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[FORM OF REVERSE OF 6.950% FIRST MORTGAGE BOND DUE 2034]
This 6.950% First Mortgage Bond due 2034 is one of a duly authorized issue of
Bonds of the Company (the "
Bonds
"), issued andissuable in one or more series under and equally secured by an
Indenture of Mortgage, dated as of June 19, 2020 (such Mortgage Indenture as
originally executed and delivered and as supplemented or amended from time to
time thereafter, togetherwith any constituent instruments establishing the
terms of particular Bonds, being herein called the "
Mortgage 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 Mortgage Indenture),
and reference is hereby made to the Mortgage Indenture for a description of
the property mortgaged, pledged and held in trust, the nature and extentof the
security and 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.The acceptance of this Bond shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions
of the Mortgage Indenture.
The Company shall not be required to make any mandatory redemption or sinking
fund payments with respect to the Bonds of this series.
Subject to the terms and conditions of the Mortgage Indenture, prior to the
Par Call Date, the Company may redeem the Bonds of this series atits option ("
Optional Redemption
"), in whole or in part, at any time and from time to time, at a Redemption
Price (expressed as a percentage of the principal amount and rounded to three
decimal places) equal to the greater of:(1)(a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon
discounted to the Redemption Date (assuming the Bonds of this series matured
on the Par Call Date) on a semi-annual basis (assuming
a 360-day year
consisting of
twelve 30-day months)
at the Treasury Rate plus 35 basis points, less (b) interest accrued to the
Redemption Date; and(2) 100% of the principal amount of the Bonds of this
series to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
Subject to the terms and conditions of the Mortgage Indenture, on or after the
Par Call Date, the Company may redeem the Bonds of this series,in whole or in
part, at any time and from time to time, at a Redemption Price equal to 100%
of the principal amount of the Bonds of this series being redeemed plus
accrued and unpaid interest thereon to the Redemption Date.
For purposes of determining the Redemption Price, the following terms have the
following meanings:
"
Par Call Date
" means December 15, 2033.
"
Treasury Rate
" means, with respect to any Redemption Date, the yield determined by the
Company in accordance with thefollowing two paragraphs.
A-6
-------------------------------------------------------------------------------
The Treasury Rate shall be determined by the Company after 4:15 p.m., New York
City time (orafter such time as yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on the
third Business Day preceding the Redemption Date based upon the yield or
yields for the most recent day thatappear after such time on such day in the
most recent statistical release published by the Board of Governors of the
Federal Reserve System designated as "Selected Interest Rates (Daily)--H.15"
(or any successor designation orpublication) ("
H.15
") under the caption "U.S. government securities-Treasury constant
maturities--Nominal" (or any successor caption or heading) ("
H.15 TCM
"). In determining the Treasury Rate, theCompany shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the
period from the Redemption Date to the Par Call Date (the "
Remaining Life
"); or (2) if there is no suchTreasury constant maturity on H.15 exactly equal
to the Remaining Life, the two yields--one yield corresponding to the Treasury
constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity onH.15 immediately longer than the Remaining
Life--and shall interpolate to the Par Call Date on a straight-line basis
(using the actual number of days) using such yields and rounding the result to
three decimal places; or (3) if there is nosuch Treasury constant maturity on
H.15 shorter than or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining Life. For purposes
of this paragraph, the applicable Treasury constantmaturity or maturities on
H.15 shall be deemed to have a maturity date equal to the relevant number of
months or years, as applicable, of such Treasury constant maturity from the
Redemption Date.
If on the third Business Day preceding the Redemption Date H.15 TCM is no
longer published, the Company shall calculate the Treasury Ratebased on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00
a.m., New York City time, on the second Business Day preceding such Redemption
Date of the United States Treasury security maturing on, or with a
maturitythat is closest to, the Par Call Date. If there is no United States
Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from
the applicable Par Call Date,one with a maturity date preceding the Par Call
Date and one with a maturity date following the Par Call Date, the Company
shall select the United States Treasury security with a maturity date
preceding the Par Call Date. If there are two or moreUnited States Treasury
securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall
select from among these two or more United States Treasury securitiesthe
United States Treasury security that is trading closest to par based upon the
average of the bid and asked prices for such United States Treasury securities
at 11:00 a.m., New York City time. In determining the Treasury Rate in
accordance withthe terms of this paragraph, the semi-annual yield to maturity
of the applicable United States Treasury security shall be based upon the
average of the bid and asked prices (expressed as a percentage of principal
amount) at 11:00 a.m., New York Citytime, of such United States Treasury
security, and rounded to three decimal places.
Interest installments whose Stated Maturity is on orprior to such Redemption
Date will be payable to Holders of such Bonds of this series, 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 MortgageIndenture.
In the case of an Optional Redemption, notice of redemption will be sent not
less than 10 days nor more than 60 days prior tothe Redemption Date to each
Holder of Bonds of this series to be redeemed. If money sufficient to pay the
Redemption Price of all Bonds of this series (or portions thereof) to be
redeemed on the Redemption Date is deposited with the Paying Agent orthe
Trustee on or prior to the Redemption Date, from and after such Redemption
Date such Bonds of this series or portions thereof shall cease to bear
interest. The Bonds of this series in denominations larger than $2,000 in
principal amount may beredeemed in part but only in integral multiples of
$1,000.
A-7
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In the case of a partial redemption, selection of the Bonds of this series for
redemptionwill be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair. No Bonds of this series of
a principal amount of $2,000 or less will be redeemed in part. If any Bond of
this series is to beredeemed in part only, the notice of redemption that
relates to the Bond of this series will state the portion of the principal
amount of the Bond of this series to be redeemed. A new Bond of this series in
a principal amount equal to the unredeemedportion of the Bond of this series
will be issued in the name of the Holder of the Bond of this series upon
surrender for cancellation of the original Bond of this series. For so long as
the Bonds of this series are held by DTC (or anotherDepositary), the
redemption of the Bonds of this series shall be done in accordance with the
policies and procedures of the Depositary.
As provided in the Mortgage Indenture and subject to certain limitations
therein set forth, this Bond or any portion of the principal amounthereof will
be deemed to have been paid for all purposes of the Mortgage 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 beenirrevocably
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 anyreinvestment 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 Bond when due.
If an Event of Default shall occur and be continuing as provided in the
Mortgage Indenture, the Trustee or the Holders of not less than25% in
aggregate principal amount of Bonds then Outstanding, considered as one class,
may declare the principal amount of all Bonds then Outstanding to be due and
payable immediately by notice in writing to the Company (and to the Trustee if
givenby 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 withoutfurther action by the
Trustee or the Holders.
The Mortgage Indenture permits, with certain exceptions as therein provided,
the Companyand 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 Mortgage Indenture with the consent
of the Holders of not less thana 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
Mortgage Indenture and if a proposedsupplemental 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 allseries so directly
affected, considered as one class, shall be required; and
provided
,
further
, that if the Bonds of any series shall have been issued in more than one
Tranche and if a proposed supplemental indenture shall directlyaffect the
rights of the Holders of Bonds of one or more, but less than all, of such
Tranches, then the consent only of the
A-8
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Holders of a majority in aggregate principal amount of the Outstanding Bonds
of all Tranches so directly affected, considered as one class, shall be
required; and
provided
,
further
,that the Mortgage 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 Mortgage Indenture also contains provisions
permitting theHolders 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 Mortgage Indenture and their consequences. Any such consent or waiver by
the Holder of this Bond shallbe conclusive and binding upon such Holder and
upon all future Holders of this Bond and of any Bond 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 madeupon this Bond.
As provided in and subject to the provisions of the Mortgage Indenture, the
Holder of this Bond shall not have the rightto institute any proceeding with
respect to the Mortgage 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 ofDefault,
the Holders of at least 25% 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
Trusteereasonable 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 toinstitute 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 Bond for the enforcement of any payment
of principal hereof or anypremium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Mortgage Indenture and noprovision of this Bond or
of the Mortgage 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 Bond at the times, place and rate, and in thecoin or
currency, herein prescribed.
As provided in the Mortgage Indenture and subject to certain limitations
therein set forth, thetransfer of this Bond is registrable in the Bond
Register, upon surrender of this Bond 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 Bond 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 inwriting, and thereupon one
or more new Bonds of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
The Bonds of this series are issuable only in registered form without coupons
in denominations of $2,000 and any integral multiple of $1,000in excess
thereof. As provided in the Mortgage Indenture and subject to certain
limitations therein set forth, Bonds of this series are exchangeable for a
like aggregate principal amount of Bonds of this series and of like tenor of a
differentauthorized denomination, as requested by the Holders surrendering the
same.
A-9
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No service charge shall be made for any such registration of transfer or
exchange, but theCompany may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
TheCompany shall not be required to execute or to provide for the registration
of the transfer of or the exchange of (A) any Bond of this series during a
period of 15 days immediately preceding the date notice is to be given
identifying the serialnumbers (or with respect to Global Bonds, CUSIP numbers)
of the Bonds of this series called for redemption, or (B) any Bond of this
series selected for redemption in whole or in part, except the unredeemed
portion of any Bond of this seriesbeing redeemed in part.
Prior to due presentment of this Bond for registration of transfer, the
Company, the Trustee and any agent of theCompany or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to thecontrary.
This Bond shall be governed by, and construed and enforced in accordance with,
the laws of the State of New York without regardto the principles of conflicts
of laws thereunder, except to the extent that the Trust Indenture Act shall be
applicable.
As provided inthe Mortgage Indenture, no recourse shall be had for the payment
of the principal of, premium, if any, or interest with respect to this Bond,
or any part thereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtednessrepresented hereby, or upon any obligation,
covenant or agreement under the Mortgage Indenture, against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successorcorporation (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 beingexpressly
agreed and understood that the Mortgage 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,
theexecution of the Mortgage Indenture and the issuance of this Bond.
All terms used in this Bond which are not defined herein shall havethe
meanings assigned to them in the Mortgage Indenture.
A-10
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ASSIGNMENT FORM
To assign this Bond, fill in the form below: (I) or (we) assign and transfer this Bondto
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocablyappoint
to transfer this Bond on the books of the Company. The agent may substitute
another to act for him.
Date: ___________
Yoursignature:
(Sign exactly as your name appears on the face of this Bond)
Tax Identification No.:
SIGNATURE GUARANTEE:
Signatures must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Bond Registrar, which requirements include membership
or participation in the Security Transfer Agent Medallion Program("
STAMP
") or such other "signature guarantee program" as may be determined by the
Bond Registrar in addition to, or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, asamended.
B-11
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SCHEDULE 1
RECORDING INFORMATION
This
Schedule 1
is hereby incorporated into and made a part of the Twenty-First Supplemental
Indenture. The Twenty-First Supplemental Indenture (or a memorandum describing
such Twenty-First Supplemental Indenture) shall be recorded in the
OfficialRecords of the County (as defined above) in order to put third parties
on record notice with respect thereto.
The Mortgage Indenture wasinitially recorded in the Official Records of the
County on the applicable recording dates and at the applicable instrument
numbers set forth in column A below.
The Memorandum of Supplemental First Mortgage Indentures, dated as of August
12, 2020 was recorded in the Official Records ofthe County on the applicable
recording dates and at the applicable instrument numbers set forth in column B
below.
Certain parcels ofreal property located in certain counties have been released
from the lien of the Mortgage Indenture, as set forth in the 2020 Partial
Release (as defined below). To the extent applicable, the Certificate of
Partial Release of Lien, dated as ofDecember 15, 2020 (the "
2020 Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column C
below.
The Seventh Supplemental Indenture, dated as of November 16, 2020 was recorded
in the Official Records of the County on theapplicable recording dates and at
the applicable instrument numbers set forth in column D below.
The Eighth Supplemental Indenture,dated as of March 11, 2021 was recorded in
the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column E below.
Certain parcels of real property located in certain counties have been
released from the lien of the Mortgage Indenture, as set forth in the2021
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien, dated as of September 9, 2021 (the "
2021
Partial Release
") was recorded in the Official Records ofthe County on the applicable
recording dates and at the applicable instrument numbers set forth in column F
below.
The Memorandum ofSupplemental First Mortgage Indentures, dated as of August
31, 2021 was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column G
below.
The Memorandum of Supplemental First Mortgage Indentures, dated as of January
7, 2022 was recorded in the Official Records of theCounty on the applicable
recording dates and at the applicable instrument numbers set forth in column H
below.
Sch. 1-1
-------------------------------------------------------------------------------
Certain parcels of real property located in certain counties have been
released from thelien of the Mortgage Indenture, as set forth in the
2022-A
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien, dated as of March 31, 2022(the "
2022-A
Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column
Ibelow.
The Memorandum of Supplemental First Mortgage Indentures, dated as of May 13,
2022 was recorded in the Official Recordsof the County on the applicable
recording dates and at the applicable instrument numbers set forth in column J
below.
The SixteenthSupplemental Indenture, dated as of June 8, 2022 was recorded in
the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column K below.
Certain parcels of real property located in certain counties have been
released from the lien of the Mortgage Indenture, as set forth in the
2022-B
Partial Release (as defined below). To the extent applicable, the Certificate
of Partial Release of Lien, dated as of August 12, 2022(the "
2022-B
Partial Release
") was recorded in the Official Records of the County on the applicable
recording dates and at the applicable instrument numbers set forth in column
Lbelow.
The Seventeenth Supplemental Indenture, dated as of October 4, 2022 was
recorded in the Official Records of the County on theapplicable recording
dates and at the applicable instrument numbers set forth in column M below.
The Eighteenth Supplemental Indenture,dated as of January 6, 2023 was recorded
in the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column N below.
The Nineteenth Supplemental Indenture, dated as of March 30, 2023 was recorded
in the Official Records of the County on the applicablerecording dates and at
the applicable instrument numbers set forth in column O below.
The Twentieth Supplemental Indenture, dated as ofJune 5, 2023, was recorded in
the Official Records of the County on the applicable recording dates and at
the applicable instrument numbers set forth in column P below.
A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated Supplemental First Release of Lien, dated Indenture, dated as of
as of June Mortgage Indentures, as of November
19, 2020) dated December 16, 2020)
as ofAugust 15,
12, 2020)
2020)
Alameda Date: 7/8/2020 Date: 8/19/2020 -- Date: 3/8/2021
Instrument: 2020159002 Instrument: 2020203390 Instrument: 2021094794
Sch. 1-2
-------------------------------------------------------------------------------
A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated Supplemental First Release of Lien, dated Indenture, dated as of
as ofJune Mortgage Indentures, asof November
19, 2020) dated December 16, 2020)
as ofAugust 15,
12, 2020)
2020)
Alpine Date: 7/8/2020 Date: 8/21/2020 -- Date: 2/26/2021
Instrument: Ins.000313 Instrument: 2020000409 Instrument: 2021-000224
Amador Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/8/2021
Instrument: 2020-0005302 Instrument: 2020-0006984-00 Instrument: 20210002728
Butte Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0026656 Instrument: 2020-0033263 Instrument: 2021-0008993
Calaveras Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-008603 Instrument: 2020-011334 Instrument: 2021-003707
Colusa Date: 7/13/2020 Date: 8/19/2020 -- Date: 2/25/2021
Instrument: 2020-0002012 Instrument: 2020-0002404 Instrument: 2021-0000922
Contra Costa Date: 7/10/2020 Date: 8/24/2020 -- Date: 3/8/2021
Instrument: 2020-0137967-00 Instrument: 2020-0179597 Instrument: 2021-0068856
El Dorado Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/4/2021
Instrument: 2020-0033173-00 Instrument: Instrument: 2021-0014976
2020-0042892-00
Fresno Date: 7/7/2020 Date: 8/20/2020 -- Date: 2/24/2021
Instrument: 2020-0084490 Instrument: 2020-0108156 Instrument: 2021-0031297
Glenn Date: 7/8/2020 Date: 8/25/2020 -- Date: 2/25/2021
Instrument: 2020-2622 Instrument: 2020-3320 Instrument: 2021-0901
Humboldt Date: 7/14/2020 Date: 8/24/2020 -- Date: 3/5/2021
Instrument: 2020-011590 Instrument: 2020-014544 Instrument: 2021005120
Kern Date: 7/7/2020 Date: 8/19/2020 Date: 12/29/2020 Date: 2/24/2021
Instrument: 220088046 Instrument: 220113312 Instrument: 220202055 Instrument: 221034332
Kings Date: 7/7/2020 Date: 8/21/2020 -- Date: 2/24/2021
Instrument: 2011843 Instrument: 2015093 Instrument: 2104019
Lake Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020008082 Instrument: 2020010193 Instrument: 2021003293
Lassen Date: 7/8/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 2020-02654 Instrument: 2020-03389 Instrument: 2021-00982
Madera Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/9/2021
Instrument: 2020015446 Instrument: 2020019584 Instrument: 2021007361
Marin Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0028741 Instrument: 2020-0037600 Instrument: 2021-0013112
Mariposa Date: 7/7/2020 Date: 8/20/2020 -- Date: 3/4/2021
Instrument: 20202190 Instrument: 20202821 Instrument: 20211080
Mendocino Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 202007917 Instrument: 2020-10112 Instrument: 2021-02892
Merced Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020022266 Instrument: 2020028493 Instrument: 2021008602
Sch. 1-3
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A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated Supplemental First Release of Lien, dated Indenture, dated as of
as ofJune Mortgage Indentures, as of November
19, 2020) dated December 16, 2020)
as ofAugust 15,
12, 2020)
2020)
Modoc Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 20200001804 Instrument: 20200002135 Instrument: 20210000422
Monterey Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020032685 Instrument: 2020042185 Instrument: 2021014097
Napa Date: 7/7/2020 Date: 8/20/2020 -- Date: 3/4/2021
Instrument: 2020-0016006 Instrument: 2020-0020526 Instrument: 2021-0008728
Nevada Date: 7/7/2020 Date: 8/25/2020 -- Date: 3/4/2021
Instrument: 20200015164 Instrument: 20200020840 Instrument: 20210007838
Placer Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0067740 Instrument: 2020-0087937-00 Instrument: 2021-0026083-00
Plumas Date: 7/9/2020 Date: 8/20/2020 -- Date: 3/11/2021
Instrument: 2020-0003422 Instrument: 2020-0004742 Instrument: 2021-0001758
Sacramento Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: Ins-202007071055 Instrument: 202008190892 Instrument: 202102241076
San Benito Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/4/2021
Instrument: 2020-0007874 Instrument: 2020-0010072 Instrument: 2021-0003400
San Bernardino Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0226134 Instrument: 2020-0294961 Instrument: 2021-0087782
San Francisco Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-K949017-00 Instrument: 2020006126 Instrument: 2021036477
San Joaquin Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-080390 Instrument: 2020-103840 Instrument: 2021-033997
San Luis Obispo Date: 7/7/2020 Date: 8/19/2020 Date: 3/5/2021 Date: 3/8/2021
Instrument: 2020033897 Instrument: 2020043805 Instrument: 2021017044 Instrument: 2021017458
San Mateo Date: 7/7/2020 Date: 8/21/2020 -- Date: 2/24/2021
Instrument: 2020064008 Instrument: 2020-084135 Instrument: 2021-030961
Santa Barbara Date: 7/13/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0034969 Instrument: 2020-0043690 Instrument: 2021-0014736
Santa Clara Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 24528422 Instrument: 24580344 Instrument: 24845255
Santa Cruz Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0024403 Instrument: 2020-0031634 Instrument: 2021-0011369
Shasta Date: 7/7/2020 Date: 8/19/2020 Date: 12/29/2020 Date: 2/24/2021
Instrument: 2020-0021039 Instrument: 2020-0027008 Instrument: 2020-0047326 Instrument: 2021-0007584
Sierra Date: 7/9/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 2020171226 Instrument: 2020171540 Instrument: 2020172589
Solano Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: Ins-202000054277 Instrument: 202000069597 Instrument: 202100021149
Sch. 1-4
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A B C D
County Recording Date & Recording Date & Recording Date & Recording Date &
Instrument Number Instrument Number Instrument Number Instrument Number
(Indenture of Mortgage, (Memorandum of (Certificate of Partial (Seventh Supplemental
dated Supplemental First Release of Lien, dated Indenture, dated as of
as of June Mortgage Indentures, asof November 16, 2020)
19, 2020) dated December
as ofAugust 15,
12, 2020)
2020)
Sonoma Date: 7/9/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020055917 Instrument: 2020070874 Instrument: 2021021837
Stanislaus Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0047771 Instrument: 2020-0061515-00 Instrument:
2021-0017942-00
Sutter Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-0009800 Instrument: 2020-0012784 Instrument: 20210003735
Tehama Date: 7/7/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020007674 Instrument: 2020009820 Instrument: 2021002378
Trinity Date: 7/8/2020 Date: 8/20/2020 -- Date: 2/25/2021
Instrument: 202002224 Instrument: 202002748 Instrument: 202100581
Tulare Date: 7/7/2020 Date: 8/26/2020 -- Date: 3/2/2021
Instrument: 2020-0039416 Instrument: 2020-0049011 Instrument: 2021-0015218
Tuolumne Date: 7/7/2020 Date: 8/19/2020 -- Date: 3/2/2021
Instrument: 2020007628 Instrument: 2020009759 Instrument: 2021003503
Yolo Date: 7/8/2020 Date: 8/19/2020 Date: 3/8/2021 Date: 3/8/2021
Instrument: 2020-0020467 Instrument: 2020-0026550 Instrument: 2021-0009288 Instrument: 2021-0009289
Yuba Date: 7/8/2020 Date: 8/19/2020 -- Date: 2/24/2021
Instrument: 2020-010218 Instrument: 2020-012939 Instrument: 2021-003119
E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of Partial of of of Partial
Indenture, Release Supplemental Supplemental Release
dated as of of Lien, First First of Lien,
March dated Mortgage Mortgage dated
11,2021) asof Indentures, Indentures, as ofMarch
September dated dated 31,
9, as of August as of 2022)
2021) 31, January
2021) 7,
2022)
Alameda Date: -- Date: Date: --
06/15/2021 09/14/2021 01/26/2022
Instrument: Instrument: Instrument:
2021215933 2021309420 2022017249
Alpine Date: -- Date: Date: --
06/16/2021 09/14/2021 01/24/2022
Instrument: Instrument: Instrument:
2021000559 2021-000769 2022000031
Amador Date: -- Date: Date: --
06/15/2021 09/15/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0007084 2021-0010656 2022-0000724
Butte Date: -- Date: Date: --
06/17/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0027732 2021-0040855 2022-0002347
Sch. 1-5
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E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of Partial of of of Partial
Indenture, Release Supplemental Supplemental Release
dated as of of Lien, First First of Lien,
March dated Mortgage Mortgage dated
11,2021) asof Indentures, Indentures, as ofMarch
September dated as dated 31,
9, of August as of 2022)
2021) 31, 2021) January
7,
2022)
Calaveras Date: -- Date: Date: --
06/15/2021 09/16/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-011005 2021-016140 2022-001421
Colusa Date: -- Date: Date: --
06/17/2021 09/14/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0002508 2021-0003762 2022-0000404
Contra Costa Date: Date: Date: Date:
06/15/2021 09/13/2021 09/22/2021 01/21/2022
Instrument: Instrument: Instrument: Instrument:
2021-0172986 2021-0254505 2021-0263934 2022-0013443
El Dorado Date: -- Date: Date: --
06/15/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0039831 2021-0058502 2022-0003838
Fresno Date: -- Date: Date: Date:
06/15/2021 09/13/2021 01/24/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument:
2021-0097447 2021-0148962 2022-0009356 2022-0044515
Glenn Date: -- Date: Date: --
06/23/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-2872 2021-4123 2022-0307
Humboldt Date: -- Date: Date: --
06/24/2021 09/15/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-014188 2021-020689 2022-001615
Kern Date: -- Date: Date: --
06/15/2021 09/14/2021 01/21/2022
Instrument: Instrument: Instrument:
221112026 221174492 222010906
Kings Date: -- Date: Date: --
06/15/2021 09/17/2021 02/01/2022
Instrument: Instrument: Instrument:
2113322 2120473 2202147
Lake Date: -- Date: Date: --
06/16/2021 09/13/2021 02/02/2022
Instrument: Instrument: Instrument:
2021010225 2021-015134 2022001154
Lassen Date: -- Date: Date: --
06/18/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-03286 2021-04857 2022-00332
Madera Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021019093 2021028583 2022001843
Marin Date: -- Date: Date: Date:
06/15/2021 09/10/2021 01/21/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument:
2021-0039212 2021-0056705 2022-0002727 2022-0014733
Mariposa Date: -- Date: Date: --
06/15/2021 09/23/2021 02/01/2022
Instrument: Instrument: Instrument:
20212780 20214302 20220454
Mendocino Date: -- Date: Date: --
06/16/2021 09/17/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-09192 2021-14137 2022-01242
Sch. 1-6
-------------------------------------------------------------------------------
E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of Partial of of of Partial
Indenture, Release Supplemental Supplemental Release
dated as of of Lien, First First of Lien,
March dated Mortgage Mortgage dated
11,2021) asof Indentures, Indentures, as ofMarch
September dated dated 31,
9, as of August as of 2022)
2021) 31, January
2021) 7,
2022)
Merced Date: -- Date: Date: --
06/15/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
2021026546 2021040766 2022003686
Modoc Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
20210001695 20210002777 20220000144
Monterey Date: -- Date: Date: --
06/17/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021042424 2021061137 2022003479
Napa Date: -- Date: Date: --
06/15/2021 09/13/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0020222 2021-0029107 2022-0001607
Nevada Date: -- Date: Date: Date:
06/15/2021 09/13/2021 01/27/22 03/31/2022
Instrument: Instrument: Instrument: Instrument:
20210020480 20210030075 20220002043 20220007109
Placer Date: -- Date: Date: Date:
06/15/2021 09/10/2021 01/25/2022 03/31/2022
Instrument: Instrument: Instrument: Instrument:
2021-0077769-00 2021-0114356-00 2022-0007227-00 2022-0027849-00
Plumas Date: Date: Date: Date: --
06/18/2021 09/21/2021 09/24/2021 01/24/2022
Instrument: Instrument: Instrument: Instrument:
2021-4121 2021-0006513 2021-0006605 2022-0000507
Sacramento Date: -- Date: Date: --
06/18/2021 09/13/2021 01/21/2022
Instrument: Instrument: Instrument:
202106180534 202109130797 202201211306
San Benito Date: -- Date: Date: --
06/23/2021 09/20/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0009669 2021-0014111 2022-0000812
San Date: -- Date: Date: --
Bernardino 06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0270300 2021-0414379 2022-0026583
San Date: -- Date: Date: --
Francisco 06/16/2021 09/20/2021 01/28/2022
Instrument: Instrument: Instrument:
2021096597 2021147122 2022010094
San Joaquin Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-102076 2021-152907 2022-009240
San Luis Date: -- Date: Date: --
Obispo 06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021042772 2021062407 2022003310
San Mateo Date: -- Date: Date: Date:
06/15/2021 09/14/2021 01/24/2022 04/07/2022
Instrument: Instrument: Instrument: Instrument:
2021-090929 2021-132011 2022-006389 2022-029645
Santa Date: -- Date: Date: --
Barbara 06/16/2021 09/15/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0045121 2021-0065545 2022-0004075
Sch. 1-7
-------------------------------------------------------------------------------
E F G H I
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Eighth (Certificate (Memorandum (Memorandum (Certificate
Supplemental of Partial of of of Partial
Indenture, Release Supplemental Supplemental Release
dated as of of Lien, First First of Lien,
March dated Mortgage Mortgage dated
11,2021) asof Indentures, Indentures, as ofMarch
September dated as dated 31,
9, of August as of 2022)
2021) 31, 2021) January
7,
2022)
Santa Clara Date: Date: Date: Date: Date:
06/15/2021 09/21/2021 09/22/2021 01/24/2022 04/07/2022
Instrument: Instrument: Instrument: Instrument: Instrument:
24996810 25107264 25109534 25224313 25277354
Santa Cruz Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021-0032793 2021-0046780 2022-0002159
Shasta Date: Date: Date: Date: Date:
06/15/2021 09/20/2021 09/22/2021 01/21/2022 04/06/2022
Instrument: Instrument: Instrument: Instrument: Instrument:
2021-0024897 2021-0039149 2021-0039480 2022-0002199 2022-0011169
Sierra Date: -- Date: Date: --
06/17/2021 09/14/2021 01/26/2022
Instrument: Instrument: Instrument:
2021173017 2021173609 2022174179
Solano Date: -- Date: Date: --
06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
202100064487 202100095898 202200005916
Sonoma Date: -- Date: Date: --
06/15/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
2021070076 2021102595 2022004991
Stanislaus Date: -- Date: Date: --
06/16/2021 10/05/2021 02/02/2022
Instrument: Instrument: Instrument:
2021-0057206 2021-0093766 2022-0007967
Sutter Date: -- Date: Date: --
06/17/2021 09/29/2021 01/25/2022
Instrument: Instrument: Instrument:
2021-0011236 2021-0017681 2022-0001163
Tehama Date: -- Date: Date: --
06/15/2021 09/10/2021 01/21/2022
Instrument: Instrument: Instrument:
2021008603 2021012840 2022000860
Trinity Date: -- Date: Date: --
06/17/2021 09/13/2021 01/24/2022
Instrument: Instrument: Instrument:
202101938 202105327 202200200
Tulare Date: -- Date: Date: --
06/15/2021 09/10/2021 02/25/2022
Instrument: Instrument: Instrument:
2021-0043754 2021-0066763 2022-0005026
Tuolumne Date: -- Date: Date: --
06/17/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021009478 2021014302 2022000979
Yolo Date: -- Date: Date: --
06/16/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-0023598 2021-0034493 2022-0001936
Yuba Date: -- Date: Date: --
06/15/2021 09/10/2021 01/24/2022
Instrument: Instrument: Instrument:
2021-010827 2021-016949 2022-001131
Sch. 1-8
-------------------------------------------------------------------------------
J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June dated October January
Indentures, 8, 2022) as ofAugust 4,2022) 6,2023)
dated as 12, 2022)
of May
13,
2022)
Alameda Date: Date: -- Date: Date:
05/25/2022 08/05/22 11/16/2022 3/22/2023
Instrument: Instrument: Instrument: Instrument:
2022100365 2022138829 2022186172 2023033135
Alpine Date: Date: -- Date: Date:
05/20/2022 08/10/22 11/17/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022000254 2022000389 2022000569 2023000173
Amador Date: Date: -- Date: Date:
05/23/2022 08/10/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0004637 2022-0006870 2022-0009747 2023-0001359
Butte Date: Date: -- Date:11/16/2022 Date:
05/18/2022 08/05/22 Instrument:2022-0036889 3/13/2023
Instrument: Instrument: Instrument:
2022-0017492 2022-0026101 2023-0007192
Calaveras Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-006931 2022-009868 2022-013219 2023-001718
Colusa Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/22/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0001852 2022-0002621 2022-0003593 2023-0000721
Contra Costa Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/17/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0087997 2022-0123193 2022-0174703 2023-0023272
El Dorado Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0022236 2022-0032806 2022-0043861 2023-0006917
Fresno Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0069162 2022-0099615 2022-0139802 2023-0022360
Glenn Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-1984 2022-3049 2022-4524 2023-0702
Humboldt Date: Date: -- Date: Date:
05/23/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-010058 2022-014652 2022-019960 2023-003116
Kern Date: Date: Date: Date: Date:
05/24/2022 08/05/22 08/18/2022 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument: Instrument:
222082073 222121822 222127316 222171366 223028449
Kings Date: Date: -- Date: Date:
06/03/2022 08/10/22 11/22/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022-2210786 2215025 2222370 2303989
Lake Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/21/2022 3/17/2023
Instrument: Instrument: Instrument: Instrument:
2022007278 2022010807 2022015365 2023003147
Lassen Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/21/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
202202323 2022-03518 2022-04959 2023-00661
Sch. 1-9
-------------------------------------------------------------------------------
J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June dated October January
Indentures, 8, 2022) as ofAugust 4, 2022) 6, 2023)
dated as 12, 2022)
of May
13,
2022)
Madera Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022013676 2022020642 2022029180 2023004536
Marin Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0020238 2022-0028836 2022-0037846 2023-0005029
Mariposa Date: Date: -- Date: Date:
05/23/2022 08/09/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
20222048 20222965 20223991 20230573
Mendocino Date: Date: -- Date: Date:
06/03/2022 08/10/22 11/21/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022-07008 2022-09549 2022-12958 2023-02020
Merced Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/21/2023
Instrument: Instrument: Instrument: Instrument:
2022019388 2022028723 2022038776 2023006148
Modoc Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
20220000978 20220001810 20220003071 20230000385
Monterey Date: Date: -- Date: Date:
05/25/2022 08/05/22 11/30/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022024181 2022033420 2022050216 2023007515
Napa Date: Date: -- Date: Date:
05/24/2022 08/08/22 11/18/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0010514 2022-0015081 2022-0020800 2023-0004483
Nevada Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
20220010774 20220016121 20220022607 20230003143
Placer Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0042292-00 2022-0062679-00 2022-0085376-00 2023-0011889-00
Plumas Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0003099 2022-0004592 2022-0006421 2023-0000790
Sacramento Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/16/2022 3/28/2023
Instrument: Instrument: Instrument: Instrument:
202205240418 202208050870 202211160487 202303280021
San Benito Date: Date: -- Date: Date:
05/18/2022 08/25/22 11/16/2022 3/14/2023
Instrument: Instrument: Instrument: Instrument:
2022-0005300 2022-0007992 2022-0010013 2023-0001557
San Date: Date: -- Date: Date:
Bernardino 05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0184555 2022-0271632 2022-0374949 2023-0059546
San Date: Date: -- Date: Date:
Francisco 05/24/2022 08/22/22 12/02/2022 3/23/2023
Instrument: Instrument: Instrument: Instrument:
2022052240 2022079527 2022108546 2023021283
Sch. 1-10
-------------------------------------------------------------------------------
J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June dated October January
Indentures, 8, 2022) as ofAugust 4,2022) 6, 2023)
dated as 12, 2022)
of May
13,
2022)
San Joaquin Date: Date: -- Date: Date:
05/24/2022 08/05/22 11/18/2022 03/21/2023
Instrument: Instrument: Instrument: Instrument:
2022-065791 2022-093830 2022-130609 2023-021829
San Luis Date: Date: -- Date: Date:
Obispo 05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022021410 2022032062 2022045019 2023006723
San Mateo Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/27/2023
Instrument: Instrument: Instrument: Instrument:
2022-041210 2022-059330 2022-079380 2023-013468
Santa Date: Date: -- Date: Date:
Barbara 05/18/2022 08/08/22 11/16/2022 3/21/2023
Instrument: Instrument: Instrument: Instrument:
2022-0024575 2022-0035155 2022-0047931 2023-0007944
Santa Clara Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
25304880 25354494 25400909 25448609
Santa Cruz Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0015672 2022-0022596 2022-0030816 2023-0004221
Shasta Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0015875 2022-0023892 2022-0034632 2023-0005017
Sierra Date: Date: -- Date: Date:
05/20/2022 08/08/22 11/17/2022 3/15/2023
Instrument: Instrument: Instrument: Instrument:
2022174496 2022174749 2022175351 2023176040
Solano Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
202200035505 202200052559 202200072976 202300010133
Sonoma Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022035095 2022052874 2022074196 2023010314
Stanislaus Date: Date: -- Date: Date:
06/13/2022 08/11/22 11/23/2022 3/29/2023
Instrument: Instrument: Instrument: Instrument:
2022-0042714 2022-0055142 2022-0075478 2023-0013999
Sutter Date: Date: -- Date: Date:
05/23/2022 08/12/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
2022-0007448 2022-0011134 2022-0015136 2023-0002240
Tehama Date: Date: -- Date: Date:
05/18/2022 08/05/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022006372 2022009472 2022013471 2023001981
Trinity Date: Date: -- Date: Date:
05/20/2022 08/09/22 11/18/2022 3/16/2023
Instrument: Instrument: Instrument: Instrument:
202201347 202202621 202203688 202301165
Tulare Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/30/2023
Instrument: Instrument: Instrument: Instrument:
2022-0031627 2022-0050147 2022-0070659 2023-0014874
Sch. 1-11
-------------------------------------------------------------------------------
J K L M N
County Recording Recording Recording Recording Recording
Date & Date & Date & Date & Date &
Instrument Instrument Instrument Instrument Instrument
Number Number Number Number Number
(Memorandum (Sixteenth (Certificate (Seventeenth (Eighteenth
of Supplemental of Partial Supplemental Supplemental
Supplemental Indenture, Release Indenture, Indenture,
First dated as of of Lien, dated as of dated as of
Mortgage June dated October January
Indentures, 8, 2022) as ofAugust 4,2022) 6, 2023)
dated as 12, 2022)
of May
13,
2022)
Tuolumne Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022006308 2022009386 2022013139 2023001860
Yolo Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-0012366 2022-0018489 2022-0025371 2023-0003662
Yuba Date: Date: -- Date: Date:
05/18/2022 08/08/22 11/16/2022 3/13/2023
Instrument: Instrument: Instrument: Instrument:
2022-008109 2022-012051 2022-017124 2023-002484
O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Alameda Date: 06/05/2023 Date: 08/21/2023
Instrument: 2023063521 Instrument: 2023094821
Alpine Date: 06/08/2023 Date: 08/18/2023
Instrument: 2023000270 Instrument: 2023000373
Amador Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-0003053 Instrument: 2023-0004824
Butte Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0014604 Instrument: 2023-0021588
Calaveras Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-004011 Instrument: 2023-006340
Colusa Date: 06/05/2023 Date: 08/18/2023
Instrument: 2023-0001388 Instrument: 2023-0002066
Contra Costa Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0052597 Instrument: 2023-0079149
El Dorado Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0015170 Instrument: 2023-0023087
Fresno Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0051499 Instrument: 2023-0075938
Sch. 1-12
-------------------------------------------------------------------------------
O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Glenn Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-1625 Instrument: 2023-2449
Humboldt Date: 06/12/2023 Date: 08/17/2023
Instrument: 2023-007527 Instrument: 2023-010967
Kern Date: 06/02/2023 Date: 08/17/2023
Instrument: 223064355 Instrument: 223098205
Kings Date: 06/06/2023 Date: 08/18/2023
Instrument: 2308178 Instrument: 2312194
Lake Date: 06/06/2023 Date: 08/18/2023
Instrument: 2023006124 Instrument: 2023009039
Lassen Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-01576 Instrument: 2023-02503
Madera Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023010320 Instrument: 2023015614
Marin Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0013933 Instrument: 2023-0020499
Mariposa Date: 06/07/2023 Date: 08/21/2023
Instrument: 20231363 Instrument: 20232142
Mendocino Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-04403 Instrument: 2023-06606
Merced Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023012316 Instrument: 2023019368
Modoc Date: 06/02/2023 Date: 08/17/2023
Instrument: 20230000882 Instrument: 20230001733
Monterey Date: 06/12/2023 Date: 08/17/2023
Instrument: 2023017636 Instrument: 2023025534
Napa Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0008336 Instrument: 2023-0012033
Nevada Date: 06/05/2023 Date: 08/17/2023
Instrument: 20230007116 Instrument: 20230011194
Sch. 1-13
-------------------------------------------------------------------------------
O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Placer Date: 06/02/2023 Date: 08/17/2023
Instrument: Instrument:
2023-0028858-00 2023-0043787-00
Plumas Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-0002170 Instrument: 2023-0003290
Sacramento Date: 06/12/2023 Date: 08/17/2023
Instrument: 202306120260 Instrument: 202308170355
San Benito Date: 06/13/2023 Date: 08/17/2023
Instrument: 2023-0003781 Instrument: 2023-0005296
San Bernardino Date: 06/12/2023 Date: 08/24/2023
Instrument: 2023-0144099 Instrument: 2023-0208019
San Francisco Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023039990 Instrument: 2023061559
San Joaquin Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023-043341 Instrument: 2023-065168
San Luis Obispo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023015504 Instrument: 2023024299
San Mateo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-026373 Instrument: 2023-039746
Santa Barbara Date: 06/05/2023 Date: 08/18/2023
Instrument: 2023-0015840 Instrument: 2023-0024097
Santa Clara Date: 06/05/2023 Date: 08/17/2023
Instrument: 25483457 Instrument: 25519458
Santa Cruz Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0009819 Instrument: 2023-0015485
Shasta Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0011609 Instrument: 2023-0017774
Sierra Date: 06/05/2023 Date: 08/18/2023
Instrument: 2023176236 Instrument: 2023176564
Solano Date: 06/05/2023 Date: 08/17/2023
Instrument: 202300023593 Instrument: 202300035469
Sch. 1-14
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O P
County Recording Date & Recording Date &
Instrument Number Instrument Number
(Nineteenth (Twentieth
Supplemental Supplemental
Indenture, dated as of Indenture, dated as of
March 30, 2023) June 5, 2023)
Sonoma Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023024786 Instrument: 2023038248
Stanislaus Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0024714 Instrument: 2023-0038394
Sutter Date: 06/06/2023 Date: 08/21/2023
Instrument: 2023-0004857 Instrument: 2023-007403
Tehama Date: 06/02/2023 Date: 08/17/2023
Instrument: 2023005416 Instrument: 2023008121
Trinity Date: 06/05/2023 Date: 08/18/2023
Instrument: 202301828 Instrument: 202302638
Tulare Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0025609 Instrument: 2023-0037812
Tuolumne Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023004401 Instrument: 2023006880
Yolo Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-0008748 Instrument: 2023-0013671
Yuba Date: 06/05/2023 Date: 08/17/2023
Instrument: 2023-005726 Instrument: 2023-008437
Sch. 1-15
Exhibit 5.1
FILE NO. 026915.48
November 8, 2023
PacificGas and Electric Company
300 Lakeside Drive
Oakland,California 94612
Re: Pacific Gas and Electric Company
Registration Statement on Form
S-3
To the Addressee:
We have served as counsel toPacific Gas and Electric Company, a California
corporation (the "
Company
"), in connection with the issuance and sale by the Company of $800,000,000
aggregate principal amount of the Company's 6.950% First Mortgage Bonds
due2034 (the "
Mortgage Bonds
") covered by the Company's Registration Statement (the "
Registration Statement
") on Form
S-3
(File
No. 333-253630),
including the prospectus constituting a part thereof, dated February 26, 2021,
and the final prospectus supplement, dated November 6, 2023 (collectively, the"
Prospectus
"), filed by the Company with the Securities and Exchange Commission (the "
SEC
") under the Securities Act of 1933, as amended (the "
Securities Act
").
The Mortgage Bonds were issued under the Company's Indenture of Mortgage,
dated as of June 19, 2020 (the "
OriginalMortgage
"), as previously amended and supplemented and as further supplemented by the
Twenty-First Supplemental Indenture, dated as of November 8, 2023 (the "
Twenty-First Supplemental Indenture
" and together with theOriginal Mortgage as so amended and supplemented, the "
Mortgage
"), between the Company and The Bank of New York Mellon Trust Company, N.A.,
as trustee (the "
Trustee
"). The Mortgage Bonds were sold by the Companypursuant to the Underwriting
Agreement, dated November 6, 2023 (the "
Underwriting Agreement
"), among the Company, BNP Paribas Securities Corp., Mizuho Securities USA LLC
and MUFG Securities Americas Inc., as representatives ofthe several
underwriters named therein.
In rendering the opinion expressed below, we have examined and relied upon
copies of theRegistration Statement and the exhibits filed therewith and the
Mortgage. We have also examined originals, or copies of originals certified to
our satisfaction, of such agreements, documents, certificates and statements
of government officials andother instruments, and have examined such questions
of law and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion letter. We have
assumed: (i) the genuineness of allsignatures; (ii) the legal capacity of
natural persons; (iii) the authenticity of all documents submitted to us as
originals and (iv) the conformity to original documents of all documents
submitted to us as certified or photostaticcopies and the authenticity of the
originals of such latter documents. We have also assumed that the Mortgage
will be the valid and legally binding obligation of the Trustee.
ATLANTA AUSTIN BANGKOK BEIJING BOSTON BRUSSELS CHARLOTTE
DALLAS DUBAI HOUSTON
LONDON LOS ANGELES MIAMI NEWYORK RICHMOND SAN FRANCISCO
TOKYO TYSONS WASHINGTON, DC
www.HuntonAK.com
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Pacific Gas and Electric Company
November 8, 2023
Page 2
Based on the foregoing, and subject to the qualifications and limitations set
forth herein, we are of the opinion that the Mortgage Bonds,when duly
authenticated by the Trustee and issued and delivered by the Company against
payment therefor in accordance with the terms of the Underwriting Agreement
and the Mortgage, will constitute the valid and binding obligations of the
Company(subject to bankruptcy, insolvency, liquidation, receivership,
reorganization, moratorium, fraudulent conveyance, transfer or other laws of
general applicability relating to or affecting the enforcement of mortgagees'
and other creditors'rights and by the effect of general principles of equity,
regardless of whether considered in a proceeding at law or in equity).
We donot express any opinion herein concerning any law other than the laws of
the State of New York and the State of California.
We herebyconsent to the filing of this opinion letter as an exhibit to the
Registration Statement and to all references to us included in or made a part
of the Registration Statement. In giving the foregoing consent, we do not
hereby admit that we comewithin the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the SEC thereunder. This opinion letter is limited to the matters stated in
this opinion letter, and no opinion maybe implied or inferred beyond the
matters expressly stated in this opinion letter. This opinion letter is given
as of the date hereof, and we assume no obligation to advise you after the
date hereof of facts or circumstances that come to ourattention or changes in
the law, including judicial or administrative interpretations thereof, that
occur which could affect the opinion contained herein.
Very truly yours,
/s/ H
UNTON
A
NDREWS
K
URTH
LLP
13936/15326/15959/09310
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