EX-4.3 2 exhibit43-09302022.htm EX-4.3 Document


Exhibit 4.3


SEVENTEENTH SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 4, 2022

SUPPLEMENT TO INDENTURE OF MORTGAGE
DATED AS OF JUNE 19, 2020
AMENDING AND SUPPLEMENTING PROVISIONS OF THE FIFTH SUPPLEMENTAL INDENTURE, DATED AS OF JULY 1, 2020 AND THE TENTH SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 22, 2021

PACIFIC GAS AND ELECTRIC COMPANY
Issuer (Mortgagor)
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
Trustee (Mortgagee)




TABLE OF CONTENTS

EXHIBIT A – FORM OF THE BOND OF THE THIRTY-SECOND SERIES

SCHEDULE 1 – MORTGAGE INDENTURE RECORDING INFORMATION

    i


SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of October 4, 2022 (this “Seventeenth Supplemental Indenture”), by and between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Mortgagor (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as Trustee and Mortgagee under the Mortgage Indenture (as hereinafter defined) (the “Trustee”).
RECITALS OF THE COMPANY
A.The Company and the Trustee are parties to that certain Indenture of Mortgage, dated as of June 19, 2020 (together with all indentures supplemental 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 any time 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.The Company and the Trustee are parties to that certain Fifth Supplemental Indenture, dated as of July 1, 2020 (the “Fifth Supplemental Indenture”) providing for, among other things, the issuance by the Company of the Bond of the Thirty-Second Series.
D.The Company and the Trustee are parties to that certain Tenth Supplemental Indenture, dated as of June 22, 2021 (the “Tenth Supplemental Indenture”) providing for certain amendments to the Fifth Supplemental Indenture and the issuance of a replacement Bond to replace the Bond of the Thirty-Second Series.
E.The Company and the Holder of the Bond of the Thirty-Second Series desire to amend and supplement the Fifth Supplemental Indenture and the Tenth Supplemental Indenture solely with respect to the provisions relating to the Bond of the Thirty-Second Series and the Holder has consented to such amendment and entry into this Seventeenth Supplemental Indenture pursuant to Section 14.02 of the Mortgage Indenture.
F.This Seventeenth Supplemental Indenture is being entered into pursuant to Section 14.02 of the Mortgage Indenture.
G.The Bond of the Thirty-Second Series previously authenticated pursuant to the Tenth Supplemental Indenture shall be delivered to the Trustee to be cancelled and the Trustee will authenticate and deliver one replacement Bond: the Bond of the Thirty-Second Series corresponding to the Obligations (as defined herein) (the “Bond of the Thirty-Second Series”) pursuant to Section 14.06 of the Mortgage Indenture and this Seventeenth Supplemental Indenture.
H.The execution and delivery of this Seventeenth Supplemental Indenture has been authorized by a Board Resolution (as defined in the Mortgage Indenture).
I.Concurrent with the execution hereof, the Company has delivered to the Trustee an Officer’s Certificate (as defined in the Mortgage Indenture) pursuant to Section 5.03 and Section 14.03 of the Mortgage Indenture and has caused its counsel to deliver to the Trustee an Opinion of Counsel (as defined in the Mortgage Indenture) pursuant to Section 5.03 and Section 14.03 of the Mortgage Indenture.
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J.The Company has done all things necessary to make this Seventeenth Supplemental Indenture a valid agreement of the Company in accordance with its terms.
NOW, THEREFORE, the Company and the Trustee agree, for the benefit of each other and the equal and proportionate benefit of the Holder of the Bond of the Thirty-Second Series, as follows:
ARTICLE I

MODIFICATION OF THE FIFTH SUPPLEMENTAL INDENTURE AND TENTH SUPPLEMENTAL INDENTURE
SECTION 101    Amendments Relating to the Bond of the Thirty-Second Series.
Solely with respect to the Bond of the Thirty-Second Series, the following definitions contained in Article I of the Fifth Supplemental Indenture (which were subsequently amended in connection with the Tenth Supplemental Indenture) are hereby amended and restated in their entirety to read as follows:
Ascertainable Fees” means any fees due and payable under the Loan Documents and any other written fee agreements from time to time entered into in connection with the Revolving Credit Agreement by the Company and any other party to the Revolving Credit Agreement (the “Related Fee Letters”), including facility fees, administrative agent fees, fronting fees, arranger fees and up-front fees, that are determinable with reasonable certainty by the Company solely by reference to the Loan Documents or the Related Fee Letters.
Electronic Means” means the following communications methods: e-mail, facsimile transmission, 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 its services hereunder.
Interest Amount” means, without duplication, interest on all Obligations, and all Ascertainable Fees and interest thereon (including, for the avoidance of doubt, any default interest), due and payable under the Loan Documents and Related Fee Letters.
Interest Payment Date” means each date on which Interest Amounts are due and payable pursuant to the Loan Documents.
Interest Rate” means a rate of interest per annum to result in an interest payment hereunder equal to the Interest Amount due and payable under the Loan Documents on the applicable Interest Payment Date.
Loan Documents” means the Revolving Credit Agreement, the Bond Delivery Agreement (as defined in the Revolving Credit Agreement), the Notes (as defined in the Revolving Credit Agreement), the Applications (as defined in the Revolving Credit Agreement), and any amendment, waiver, supplement or modification to any of the foregoing.
Obligations” means all Obligations (as defined in the Revolving Credit Agreement), including Principal Obligations and Ascertainable Fees, but excluding the Interest Amount.
Principal Obligations” means, as of any date of calculation, the sum of (a) the outstanding principal amount of Loans (as defined in the Revolving Credit Agreement) and (b) the outstanding amount of L/C Obligations (as defined in the Revolving Credit Agreement), excluding the aggregate amount of drawings under issued Letters of Credit (as defined in the
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Revolving Credit Agreement) that have been converted into a Loan under the Revolving Credit Agreement and excluding the aggregate undrawn and unexpired amount of any then outstanding Letters of Credit that have been fully cash collateralized pursuant to Section 8 of the Revolving Credit Agreement.
Revolving Credit Agreement” means the Credit Agreement, dated as of July 1, 2020, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as Designated Agent (as defined in the Revolving Credit Agreement), as amended by Amendment No. 1 to Credit Agreement, dated as of June 22, 2021, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as Designated Agent and as amended by Amendment No. 2 to Credit Agreement dated as of October 4, 2022, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as Administrative Agent and Designated Agent, and as may be further amended, supplemented, restated or otherwise modified from time to time.
Secured Parties” means, collectively, the Designated Agent, the Lenders, the Issuing Lenders (as defined in the Revolving Credit Agreement), each co-agent or sub-agent appointed by the Designated Agent from time to time pursuant to Section 9.2 of the Revolving Credit Agreement and any other Persons the Obligations owing to whom are or are purported to be secured by the Bond of the Thirty-Second Series.
SECTION 102    Amendments Relating to the Bond of the Thirty-Second Series.
Solely with respect to the Bond of the Thirty-Second Series, Article II, Section 2 of the Fifth Supplemental Indenture is amended and restated in its entirety to read as follows:
“The Bond of the Thirty-Second Series shall be issued in certificated form and the form of the Bond of the Thirty-Second Series is set forth in Exhibit A of the Seventeenth Supplemental Indenture and is hereby incorporated herein and made a part hereof.”
Solely with respect to the Bond of the Thirty-Second Series, Article II, Section 3 of the Fifth Supplemental Indenture is amended and restated in its entirety to read as follows:
The Bond of the Thirty-Second Series shall be dated October 4, 2022 and be issued in an initial face amount of $4,400,000,000 and such amount shall be subject to increases or decreases in the aggregate principal amount of the Bond of the Thirty-Second Series as evidenced by Schedule A attached thereto, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 402 of this Seventeenth Supplemental Indenture. The amount of principal payable on the Bond of the Thirty-Second Series, and the date or dates on which such principal is payable, shall be as set forth in said Bond. For all purposes of the Mortgage Indenture, the principal amount of the Bond of the Thirty-Second Series Outstanding as of any date of calculation shall be equal to the Obligations outstanding under the Loan Documents as of such date, but in no event shall the principal amount of such Bond as of any date of calculation be greater than the then current face amount of such Bond. The initial face amount of the Bond of the Thirty-Second Series may be increased or reduced from time to time as set forth in said Bond and the procedures identified in Section 402 of this Seventeenth Supplemental Indenture. Principal of the Bond of the Thirty-Second Series shall be payable without the presentment or surrender thereof.”
Solely with respect to the Bond of the Thirty-Second Series, Article II, Section 4 of the Fifth Supplemental Indenture is amended and restated in its entirety to read as follows:
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“The Bond of the Thirty-Second Series shall bear interest at the rate or rates, and interest with respect thereto will be payable on the Interest Payment Dates, in each case for such Obligations, set forth in said Bond. The Bond of the Thirty-Second Series shall have a Maturity Date of June 22, 2027 (as the same may be extended, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 401 of this Seventeenth Supplemental Indenture). Interest on the Bond of the Thirty-Second Series shall accrue from the same dates that interest, if any, accrues on outstanding Obligations pursuant to the Loan Documents until such interest is paid.”
Solely with respect to the Bond of the Thirty-Second Series, Article IV, Section 8 of the Fifth Supplemental Indenture is amended and restated in its entirety to read as follows:
“The other terms of the Bond of the Thirty-Second Series shall be as expressly set forth in Exhibit A of the Seventeenth Supplemental Indenture.”
ARTICLE II

AMENDMENT, SUPPLEMENT AND WAIVER
The Trustee and the Company may not modify, amend or supplement this Seventeenth Supplemental Indenture except as set forth in Article XIV of the Mortgage Indenture as if (a) references in Article XIV to “this Indenture” and “hereto” are deemed to include the Seventeenth Supplemental Indenture, and (b) references to the Bonds of any series “Outstanding under this Indenture” (or similar expressions and phrases) are deemed to refer only to the Bond of the Thirty-Second Series and no other Bonds.
ARTICLE III

COVENANTS
Each of the agreements and covenants of the Company contained in Article VII of the Mortgage Indenture shall apply to the Bond of the Thirty-Second Series amended hereby as of the date hereof.
ARTICLE IV

MISCELLANEOUS
SECTION 103    Extension Procedures for the Bond of the Thirty-Second Series.
From time to time, the Maturity Date specified on the Bond of the Thirty-Second Series may be extended, without amendment hereof, pursuant to the Loan Documents when the Company delivers to the Trustee each of the following:
(a)An Officer’s Certificate stating that (i) to the knowledge of the signer, no Event of Default has occurred and is continuing; (ii) the Maturity Date corresponding to the Bond of the Thirty-Second Series has been extended pursuant to the terms of the Loan Documents and specifying such new Maturity Date; and (iii) all conditions precedent to the issuance, authentication and delivery of the Bond of the Thirty-Second Series, as set forth in the Mortgage Indenture, have been satisfied. Such Officer’s Certificate shall provide as an exhibit a copy of a notice executed by the Designated Agent (as defined in the Revolving Credit Agreement) confirming that the Maturity Date corresponding to the Bond of the Thirty-Second Series has been extended pursuant to the terms of the Loan Documents and specifying such new Maturity Date.
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(b)A Company Order requesting the Trustee update the Maturity Date corresponding to the Bond of the Thirty-Second Series to such new Maturity Date and authenticate a replacement Bond of the Thirty-Second Series upon surrender by the Designated Agent (as defined in the Revolving Credit Agreement) of the existing certificated Bond of the Thirty-Second Series and to cancel and dispose of, in the manner provided in the Mortgage Indenture, such existing certificated Bond, and upon such cancellation and disposition, such existing certificated Bond shall no longer be considered Outstanding.
(c)An Opinion of Counsel opining that all conditions precedent to the issuance, authentication and delivery of the Bond of the Thirty-Second Series, as set forth in the Mortgage Indenture, have been satisfied.
SECTION 104    Amendment Procedures for Principal Amount of the Bond of the Thirty-Second Series.
From time to time, the principal amount specified on the Bond of the Thirty-Second Series may be increased or decreased as evidenced by Schedule A attached thereto, without amendment hereof, pursuant to the Loan Documents when the Company delivers to the Trustee each of the following:
(a)An Officer’s Certificate stating that (i) to the knowledge of the signer, no Event of Default has occurred and is continuing, (ii) the principal amount corresponding to the Bond of the Thirty-Second Series has been increased or decreased pursuant to the terms of the Loan Documents and specifying such new principal amount and (iii) all conditions precedent (including the delivery of any additional documentation required by the Mortgage Indenture in connection with any increase of the principal amount of the Bond of the Thirty-Second Series) to the Trustee’s (A) decrease or increase, as applicable, of the principal amount of the Bond of the Thirty-Second Series, as set forth in the Mortgage Indenture; or (B) authentication and delivery of the replacement Bond of the Thirty-Second Series, have been satisfied. Such Officer’s Certificate shall provide as an exhibit a copy of a notice executed by the Designated Agent (as defined in the Revolving Credit Agreement) confirming that the principal amount corresponding to the Bond of the Thirty-Second Series has been amended pursuant to the terms of the Loan Documents and specifying such new principal amount.
(b)A Company Order requesting the Trustee update the principal amount corresponding to the Bond of the Thirty-Second Series to such new principal amount and either (i) upon receipt of the existing certificated Bond of the Thirty-Second Series from the Designated Agent (as defined in the Revolving Credit Agreement), update Schedule A attached thereto and return such updated Bond of the Thirty-Second Series to the Designated Agent (as defined in the Revolving Credit Agreement) or (ii) authenticate a replacement Bond of the Thirty-Second Series upon surrender by the Designated Agent (as defined in the Revolving Credit Agreement) of the existing certificated Collateral Bond and to cancel and dispose of, in the manner provided in the Mortgage Indenture, such existing certificated Bond, and upon such cancellation and disposition, such existing certificated Bond shall no longer be considered Outstanding.
(c)An Opinion of Counsel opining that all conditions precedent to the Trustee’s decrease or increase, as applicable, of the principal amount of the Bond of the Thirty-Second Series, as set forth in the Mortgage Indenture, have been satisfied.
SECTION 105    Concerning the Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventeenth 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
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recitals and statements are made solely by the Company. Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Seventeenth Supplemental Indenture other than as set forth in the Mortgage Indenture; and this Seventeenth 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 106    Application of Seventeenth Supplemental Indenture.
Except as provided herein, each and every term and condition contained in this Seventeenth Supplemental Indenture that modifies, amends or supplements the terms and conditions of the Mortgage Indenture, the Fifth Supplemental Indenture (solely with respect to the Bond of the Thirty-Second Series) and the Tenth Supplemental Indenture (solely with respect to the Bond of the Thirty-Second Series) shall apply only to the Bond of the Thirty-Second Series amended hereby and not to any other series of Bonds established under the Mortgage Indenture. Except as specifically amended and supplemented by, or to the extent inconsistent with, this Seventeenth Supplemental Indenture, the Mortgage Indenture, the Fifth Supplemental Indenture (solely with respect to the Bond of the Thirty-Second Series) and the Tenth Supplemental Indenture (solely with respect to the Bond of the Thirty-Second Series) shall remain in full force and effect and is hereby ratified and confirmed.
SECTION 107    Headings.
The headings of the several Articles of this Seventeenth Supplemental Indenture are inserted for convenience of reference, and shall not be deemed to be any part hereof.
SECTION 108    Effective Date.
This Seventeenth Supplemental Indenture shall be effective upon the execution and delivery hereof by each of the parties hereto.
SECTION 109    Counterparts.
This Seventeenth Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts shall together constitute but one and the same instrument. Delivery of an executed copy of this Seventeenth Supplemental Indenture by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
SECTION 1010    Governing Law.
The laws of the State of New York shall govern this Seventeenth Supplemental Indenture and the Bond of the Thirty-Second Series, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
SECTION 1011    Severability.
In case any provision in this Seventeenth Supplemental Indenture or the Bond of the Thirty-Second Series 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.
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SECTION 110    Incorporation by Reference.
The terms of Schedule 1 attached hereto are incorporated herein and made a part hereof by this reference.
SECTION 111    Electronic Communication.
With respect to the Bond of the Thirty-Second Series under this Seventeenth Supplemental Indenture, the Trustee shall have the right to accept and act upon instructions (“Instructions”), given pursuant to this Seventeenth Supplemental Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency certificate listing Authorized Officers 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 Trustee Instructions 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 cannot determine 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 Trustee have 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 the use 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 the Trustee’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 of Electronic 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 the protections 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 security procedures (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 immediately upon learning of any compromise or unauthorized use of the security procedures.

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IN WITNESS WHEREOF, the parties hereto have caused this Seventeenth Supplemental Indenture to 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/ April Bradley
Name:     April Bradley
Title:     Vice President





A notary public or other officer completing this certificate verifies only the identity of the
individual who 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 September 27, 2022, before me, Jolie F. Ocampo, a notary public, personally appeared Margaret K. Becker, 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 her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.



/s/ Jolie F. Ocampo
Signature




(Seal)







A notary public or other officer completing this certificate verifies only the identity of the
individual who 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 September 28, 2022, before me, Daniel Arthur Stage, a notary public, personally appeared April Bradley, a Vice President 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 her authorized 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/ Daniel Arthur Stage
Signature




(Seal)







EXHIBIT A
[FORM OF BOND OF THE THIRTY-SECOND SERIES]
[FORM OF FACE OF BOND]

NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND OR ANY INTEREST THEREIN MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR OR ASSIGN OF THE DESIGNATED AGENT UNDER THE REVOLVING CREDIT AGREEMENT REFERRED TO HEREIN AMONG THE COMPANY (AS DEFINED HEREIN) AND THE SEVERAL PARTIES THERETO. THE COMPANY MAY TAKE SUCH ACTIONS AS IT SHALL DEEM NECESSARY, DESIRABLE, OR APPROPRIATE TO EFFECT COMPLIANCE WITH THESE RESTRICTIONS ON TRANSFER, INCLUDING THE ISSUANCE OF STOPTRANSFER INSTRUCTIONS TO THE TRUSTEE (AS DEFINED HEREIN) UNDER THE MORTGAGE INDENTURE REFERRED TO HEREIN OR ANY OTHER TRANSFER AGENT THEREUNDER.
AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
THE FOLLOWING SUMMARY OF TERMS IS SUBJECT TO THE INFORMATION SET FORTH IN THIS BOND:


ORIGINAL ISSUE DATE: October 4, 2022FACE AMOUNT: $__________(as the same may be amended, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 402 of the Seventeenth Supplemental Indenture)INTEREST RATE: See below
MATURITY DATE: June 22, 2027 (as the same may be extended, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 401 of the Seventeenth Supplemental Indenture)INTEREST PAYMENT DATES: See below
THIS BOND IS A:
Global Book-Entry Bond
Certificated Bond
REGISTERED OWNER: Citibank, N.A., as Designated Agent under the Revolving Credit Agreement (as defined below), or any successor Designated Agent under the Revolving Credit Agreement


This Bond is not a Discount Bond
within the meaning of the within mentioned Mortgage Indenture




PACIFIC GAS AND ELECTRIC COMPANY

BOND OF THE THIRTY-SECOND SERIES
Face Amount (as the same may be amended, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 402 of the Seventeenth Supplemental Indenture):
$_______
    No. _______
PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of California (herein called the “Company,” which term includes any successor Person pursuant to the applicable provisions of the Mortgage Indenture hereinafter referred to), for value received, hereby promises to pay to CITIBANK, N.A., as Designated Agent (the “Designated Agent”), or its registered assigns, on behalf of the Secured Parties (as defined herein), the principal sum of up to _______ DOLLARS ($_______ ) or such lesser principal amount as shall be equal to the Obligations (as defined herein) due and payable under the Loan Documents (as defined herein) and as evidenced on Schedule A hereto pursuant to the procedures identified in Section 402 of the Seventeenth Supplemental Indenture, and to pay interest with respect to this Bond at the Interest Rate (as defined herein) for such Obligations until the principal hereof is paid or duly made available for payment, but in each case not later than the Maturity Date specified above (as the same may be extended, without amendment hereof, pursuant to the Loan Documents and the procedures identified in Section 401 of the Seventeenth Supplemental Indenture) or, in the event of default of the payment of the principal hereof, until the Company’s obligations with respect to the payment of such principal shall be discharged as provided in the Mortgage Indenture.
The principal amount outstanding under this Bond will increase or decrease from time to time to be equal at all times to the Obligations outstanding from time to time under the Loan Documents. The principal due and payable hereunder by the Company as of any date shall be equal to the Obligations due and payable under the Loan Documents on such date, and such principal shall be payable on the same dates (whether on the stated due dates or by acceleration pursuant to the terms of the Revolving Credit Agreement) as Obligations are payable from time to time pursuant to the Loan Documents. The obligation of the Company to make any payment of principal on this Bond shall be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent that the Company has paid the Obligations due and payable under the Loan Documents, but any such payment shall not reduce the face amount (maximum principal amount) of this Bond unless the Total Commitments (as defined in the Revolving Credit Agreement) are irrevocably reduced in accordance with the Revolving Credit Agreement. If the Total Commitments are irrevocably reduced, the face amount (maximum principal amount) of this Bond shall be reduced by the same amount as the amount by which the Total Commitments are so reduced; provided, that for the avoidance of doubt, the face amount (maximum principal amount) of this Bond shall not be less than the aggregate principal amount of the Obligations under the Revolving Credit Agreement at the time of, and after giving effect to, such reduction and any concurrent repayment of Obligations.
Interest on this Bond shall be payable on each Interest Payment Date (as defined herein). The obligation of the Company to make any payment of interest with respect to this Bond shall be fully or partially, as the case may be, deemed to have been paid or otherwise satisfied and discharged to the extent that the Company has paid Interest Amounts (as defined herein) on the Obligations due and payable pursuant to the Loan Documents.
For purposes of this Bond:


Ascertainable Fees” means any fees due and payable under the Loan Documents and any other written fee agreements from time to time entered into in connection with the Revolving Credit Agreement by the Company and any other party to the Revolving Credit Agreement (the “Related Fee Letters”), including facility fees, administrative agent fees, fronting fees, arranger fees and up-front fees, that are determinable with reasonable certainty by the Company solely by reference to the Loan Documents or the Related Fee Letters.
Electronic Means” means the following communications methods: e-mail, facsimile transmission, 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 its services hereunder.
Interest Amount” means, without duplication, interest on all Obligations, and all Ascertainable Fees and interest thereon (including, for the avoidance of doubt, any default interest), due and payable under the Loan Documents and Related Fee Letters.
Interest Payment Date” means each date on which Interest Amounts are due and payable pursuant to the Loan Documents.
Interest Rate” means a rate of interest per annum to result in an interest payment hereunder equal to the Interest Amount due and payable under the Loan Documents on the applicable Interest Payment Date.
Loan Documents” means the Revolving Credit Agreement, the Bond Delivery Agreement (as defined in the Revolving Credit Agreement), the Notes (as defined in the Revolving Credit Agreement), the Applications (as defined in the Revolving Credit Agreement), and any amendment, waiver, supplement or modification to any of the foregoing.
Obligations” means all Obligations (as defined in the Revolving Credit Agreement), including Principal Obligations and Ascertainable Fees, but excluding the Interest Amount.
Principal Obligations” means, as of any date of calculation, the sum of (a) the outstanding principal amount of Loans (as defined in the Revolving Credit Agreement) and (b) the outstanding amount of L/C Obligations (as defined in the Revolving Credit Agreement), excluding the aggregate amount of drawings under issued Letters of Credit (as defined in the Revolving Credit Agreement) that have been converted into a Loan under the Revolving Credit Agreement and excluding the aggregate undrawn and unexpired amount of any then outstanding Letters of Credit that have been fully cash collateralized pursuant to Section 8 of the Revolving Credit Agreement.
Revolving Credit Agreement” means the Credit Agreement, dated as of July 1, 2020, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as Designated Agent (as defined in the Revolving Credit Agreement), as amended by Amendment No. 1 to Credit Agreement, dated as of June 22, 2021, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as Designated Agent and as amended by Amendment No. 2 to Credit Agreement dated as of October 4, 2022, by and among the Company, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as Administrative Agent and Designated Agent, and as may be further amended, supplemented, restated or otherwise modified from time to time.


Secured Parties” means, collectively, the Designated Agent, the Lenders, the Issuing Lenders (as defined in the Revolving Credit Agreement), each co-agent or sub-agent appointed by the Designated Agent from time to time pursuant to Section 9.2 of the Revolving Credit Agreement and any other Persons the Obligations owing to whom are or are purported to be secured by the Bond of the Thirty-Second Series.
Other capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Mortgage Indenture, unless otherwise noted or the context otherwise requires.
The Trustee (as defined herein) may conclusively presume that the obligation of the Company to pay the principal of and interest with respect to this Bond shall have been fully satisfied and discharged unless and until it shall have received a written notice from the Registered Owner (specified above), signed by an authorized officer of the Registered Owner, stating that the payment of principal of or interest with respect to this Bond has not been fully paid when due and specifying the amount of funds required to make such payment. The Trustee may also conclusively rely on any written notice from an authorized officer of the Registered Owner with respect to the principal amount Outstanding at any time on this Bond and the interest payable with respect to this Bond at any time and the date or dates on which such principal and interest are payable.
Payments of the principal of and interest with respect to this Bond shall be made at the Corporate Trust Office of the Trustee located initially in Los Angeles, California or at such other office or agency as may be designated for such purpose by the Company from time to time. Payment of the principal of and interest with respect to this Bond, as aforesaid, shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.
The Maturity Date of this Bond specified above may be extended, without amendment hereof, pursuant to the terms of the Revolving Credit Agreement and the procedures identified in Section 401 of the Seventeenth Supplemental Indenture.
The principal amount of this Bond specified above may be amended, without amendment hereof, pursuant to the terms of the Revolving Credit Agreement and such amended principal amount may be evidenced on Schedule A hereto pursuant to the procedures identified in Section 402 of the Seventeenth Supplemental Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER 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.


Unless the certificate of authentication hereon has been executed by the Trustee referred to on 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 __________________________________
By __________________________________



TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is the Bond of the series designated as the Bond of the Thirty-Second Series referred to in the within-mentioned Mortgage Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By     
Authorized Signatory


Dated:





[FORM OF REVERSE OF BOND OF THE THIRTY-SECOND SERIES]
This Bond of the Thirty-Second Series (this “Bond”) is one of a duly authorized issue of Bonds of the Company (the “Bonds”) issued and issuable in one or more series under and equally secured by an Indenture of Mortgage, dated as of June 19, 2020 (such Indenture as originally executed and delivered and as supplemented or amended from time to time thereafter, together with 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 extent of the security and the respective rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of the Bonds thereunder and of the terms and conditions upon which the 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.
This Bond is issued to the Designated Agent by the Company pursuant to the Company’s obligations under the Loan Documents.
This Bond is not subject to redemption prior to the Maturity Date specified above.
As provided in the Mortgage Indenture and subject to certain limitations therein set forth, this Bond or any portion of the principal amount hereof 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 been irrevocably deposited with the Trustee or any Paying Agent (other than the Company), in trust, money in an amount which will be sufficient and/or Eligible Obligations, the principal of and interest on which when due, without regard to any reinvestment thereof, will provide moneys which, together with money, if any, deposited with or held by the Trustee or such Paying Agent, will be sufficient to pay when due the principal of and interest with respect to this Bond when due, assuming all commitments under the Revolving Credit Agreement outstanding at the time of such deposit were fully drawn.
If an Event of Default (as defined in the Revolving Credit Agreement) shall have occurred under Section 8 of the Revolving Credit Agreement by reason of a failure by the Company to make a payment with respect to any Principal Obligation when the same shall be due and payable (including by acceleration) pursuant to the Loan Documents, it shall be deemed to be an Event of Default, for purposes of Section 10.01 of the Mortgage Indenture, in payment of an amount of principal of this Bond equal to the amount of such unpaid Obligation (but, in no event, in excess of the face amount (maximum principal amount) of this Bond). If an Event of Default (as defined in the Revolving Credit Agreement) shall have occurred under Section 8 of the Revolving Credit Agreement by reason of a failure by the Company to make a payment of any Interest Amount or any other Obligation (other than a Principal Obligation) when the same shall be due and payable (including by acceleration) pursuant to the Loan Documents, it shall be deemed to be an Event of Default, for purposes of Section 10.01 of the Mortgage Indenture, in the payment of an amount of interest with respect to this Bond equal to the amount of such unpaid Interest Amount or amount of such other Obligation. The Company’s obligation with respect to this Bond shall be fully satisfied when (and the holder hereof shall surrender this Bond to, or upon the order of, the Company for cancellation) the Revolving Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated, and all of the Obligations and Interest Amounts then due and payable shall have been duly paid by the Company and all Letters of Credit (as defined in the Revolving Credit Agreement) shall have


expired or terminated or have been fully cash collateralized pursuant to Section 8 of the Revolving Credit Agreement. At the time of surrender of this Bond, the holder hereof shall deliver such appropriate instruments of transfer or release as may reasonably be requested by the Company.
If an Event of Default shall occur and be continuing as provided in the Mortgage Indenture, the Trustee or the Holders of not less than 25% 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 given by Holders); provided, however, that with respect to certain Events of Default relating to bankruptcy, insolvency and similar events, the principal amount of all Bonds then Outstanding shall be due and payable immediately without further action by the Trustee or the Holders.
The Mortgage Indenture permits, with certain exceptions as therein provided, the Company and the Trustee to enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the Mortgage Indenture with the consent of the Holders of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, considered as one class; provided, however, that if there shall be Bonds of more than one series Outstanding under the Mortgage Indenture and if a proposed supplemental indenture shall directly affect the rights of the Holders of Bonds of one or more, but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all series so directly affected, considered as one class, shall be required; and provided, further, that if the Bonds of any series shall have been issued in more than one Tranche and if a proposed supplemental indenture shall directly affect the rights of the Holders of Bonds of one or more, but less than all, of such Tranches, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding Bonds of all Tranches so directly affected, considered as one class, shall be required; and provided, further, that the 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; and provided, further, that for the avoidance of doubt, the foregoing shall not change the voting requirements under Section 14.02 of the Mortgage Indenture, which for the avoidance of doubt, require the consent of the Holders of each Outstanding Bond of each series or Tranche in certain circumstances. The Mortgage Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of Bonds, on behalf of the Holders of all such Bonds, to waive certain past defaults under the Mortgage Indenture and their consequences. Any such consent or waiver by the Holder of this Bond shall be 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 made upon this Bond. Notwithstanding the foregoing, no supplemental indenture shall amend, modify or waive any provision of Section 10.07 of the Mortgage Indenture without the consent of the Holders.
As provided in and subject to the provisions of the Mortgage Indenture, the Holder of this Bond shall not have the right to 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 of Default, 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 Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of at least a majority in aggregate principal amount of Bonds at the time Outstanding a direction inconsistent with such written request, and shall have failed to institute any such proceeding for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Bond for the


enforcement of any payment of principal hereof or interest with respect hereto on or after the respective due dates expressed herein.
No reference herein to the Mortgage Indenture and no provision 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 interest with respect to this Bond at the times, place and rate, and in the coin or currency, herein prescribed.
For all purposes of the Mortgage Indenture, the principal amount of this Bond Outstanding as of any date of calculation shall be equal to the Obligations outstanding under the Loan Documents as of such date.
This Bond is issuable in the denomination of $4,400,000,000 or such greater or lesser amount equal to the face amount of this Bond as provided herein.
As provided in the Mortgage Indenture and subject to certain limitations set forth therein and herein, the transfer 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 interest with respect to 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 in writing, 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.
Before any transfer of this Bond by the Holder or such Holder’s legal representative will be recognized or given effect by the Company or the Trustee, the Holder shall note the then current principal amount payable on this Bond, the interest accrued to the date of such transfer and the then current face amount of this Bond, and shall notify the Company and the Trustee of the name and address of the transferee and shall afford the Company and the Trustee the opportunity of verifying the notation as to such then current principal amount payable on this Bond, the interest accrued to the date of such transfer and the then current face amount of this Bond. By acceptance hereof the Holder of this Bond and each transferee shall be deemed to have agreed to indemnify and hold harmless the Company and the Trustee against all losses, claims, damages or liability arising out of any failure on part of the Holder or of any such transferee to comply with the requirements of the preceding sentence.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Bond for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, whether or not this Bond be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
This Bond shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to the principles of conflicts of laws thereunder, except to the extent that the Trust Indenture Act shall be applicable.
As provided in the Mortgage Indenture, no recourse shall be had for the payment of the principal of 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 indebtedness represented 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 successor corporation (either directly or through the Company or a predecessor or successor corporation), whether by virtue of any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that the 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, the execution of the Mortgage Indenture and the issuance of this Bond.
Anything in this Bond, the Mortgage Indenture, or the Loan Documents to the contrary notwithstanding, any payment by the Company of principal of or interest on this Bond shall be applied by the holder hereof to the payment of any amounts owing by the Company on the Obligations and Interest Amounts that are then due or are to become due, and shall, to the extent of such application, for all purposes, satisfy and discharge the obligation of the Company to make such payment on such Obligations and Interest Amounts, respectively.
Anything in this Bond, the Mortgage Indenture, or the Loan Documents to the contrary notwithstanding, any payment by the Company of the Obligations and Interest Amounts pursuant to the Loan Documents shall, to the extent thereof, for all purposes, satisfy and discharge the obligation of the Company to make a payment of principal or interest, as the case may be, in respect of this Bond that is then due or is to become due; provided, that any such payment of the Obligations and Interest Amounts pursuant to the Loan Documents shall not reduce the face amount (maximum principal amount) of this Bond, which shall be reduced only to the extent that the Total Commitments shall have been irrevocably reduced in accordance with the Revolving Credit Agreement.





SCHEDULE OF INCREASES OR DECREASES IN THE PRINCIPAL AMOUNT OF THE BOND OF THE THIRTY-SECOND SERIES

DateAmount of Increase in Principal Amount of this BondAmount of Decrease in Principal Amount of this BondPrincipal Amount of this Bond following such Increase or DecreaseSignature of Authorized Signatory of the Trustee
    A-12




ASSIGNMENT FORM
To assign this Bond, fill in the form below: (1) or (we) assign and transfer this Bond to

        
    (Insert assignee’s soc. sec. or tax I.D. no.)

        

        

        

        
(Print or type assignee’s name, address and zip code)

and irrevocably appoint         
to transfer this Bond on the books of the Company. The agent may substitute another to act for him.

        


Date:     

Your signature:     
(Sign exactly as your name appears on the face of this 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, as amended.
    A-13




SCHEDULE 1

RECORDING INFORMATION


        This Schedule 1 is hereby incorporated into and made a part of the Seventeenth Supplemental Indenture. The Seventeenth Supplemental Indenture (or a memorandum describing such Seventeenth Supplemental Indenture) shall be recorded in the Official Records of the County (as defined above) in order to put third parties on record notice with respect thereto.

    The Mortgage Indenture was initially 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 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 the 2020 Partial Release (as defined below). To the extent applicable, the Certificate of Partial Release of Lien, dated as of December 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 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 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 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 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 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 Partial Release (as defined below). To the extent applicable, the Certificate of Partial Release of Lien, dated as of March 31, 2022 (the “2022 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 I below.

    Sch. 1-1




    The Memorandum of Supplemental First Mortgage Indentures, dated as of May 13, 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 J below.


ABCD
County
Recording Date & Instrument Number
(Indenture of Mortgage, dated as of June 19, 2020)
Recording Date & Instrument Number
(Memorandum of Supplemental First Mortgage Indentures, dated as of August 12, 2020)
Recording Date & Instrument Number
(Certificate of Partial Release of Lien, dated as of December 15, 2020)
Recording Date & Instrument Number
(Seventh Supplemental Indenture, dated as of November 16, 2020)
Alameda
Date: 7/8/2020
Instrument: 2020159002
Date: 8/19/2020
Instrument: 2020203390
--
Date: 3/8/2021
Instrument: 2021094794
Alpine
Date: 7/8/2020
Instrument: Ins.000313
Date: 8/21/2020
Instrument: 2020000409
--
Date: 2/26/2021
Instrument: 2021-000224
Amador
Date: 7/7/2020
Instrument: 2020-0005302
Date: 8/19/2020
Instrument: 2020-0006984-00
--
Date: 3/8/2021
Instrument: 20210002728
Butte
Date: 7/7/2020
Instrument: 2020-0026656
Date: 8/19/2020
Instrument: 2020-0033263
--
Date: 2/24/2021
Instrument: 2021-0008993
Calaveras
Date: 7/7/2020
Instrument: 2020-008603
Date: 8/19/2020
Instrument: 2020-011334
--
Date: 2/24/2021
Instrument: 2021-003707
Colusa
Date: 7/13/2020
Instrument: 2020-0002012
Date: 8/19/2020
Instrument: 2020-0002404
--
Date: 2/25/2021
Instrument: 2021-0000922
Contra Costa
Date: 7/10/2020
Instrument: 2020-0137967-00
Date: 8/24/2020
Instrument: 2020-0179597
--
Date: 3/8/2021
Instrument: 2021-0068856
El Dorado
Date: 7/7/2020
Instrument: 2020-0033173-00
Date: 8/19/2020
Instrument: 2020-0042892-00
--
Date: 3/4/2021
Instrument: 2021-0014976
Fresno
Date: 7/7/2020
Instrument: 2020-0084490
Date: 8/20/2020
Instrument: 2020-0108156
--
Date: 2/24/2021
Instrument: 2021-0031297
Glenn
Date: 7/8/2020
Instrument: 2020-2622
Date: 8/25/2020
Instrument: 2020-3320
--
Date: 2/25/2021
Instrument: 2021-0901
Humboldt
Date: 7/14/2020
Instrument: 2020-011590
Date: 8/24/2020
Instrument: 2020-014544
--
Date: 3/5/2021
Instrument: 2021005120
Kern
Date: 7/7/2020
Instrument: 220088046
Date: 8/19/2020
Instrument: 220113312
Date: 12/29/2020
Instrument: 220202055
Date: 2/24/2021
Instrument: 221034332
Kings
Date: 7/7/2020
Instrument: 2011843
Date: 8/21/2020
Instrument: 2015093
--
Date: 2/24/2021
Instrument: 2104019
    Sch. 1-2




Lake
Date: 7/7/2020
Instrument: 2020008082
Date: 8/19/2020
Instrument: 2020010193
--
Date: 2/24/2021
Instrument: 2021003293
Lassen
Date: 7/8/2020
Instrument: 2020-02654
Date: 8/20/2020
Instrument: 2020-03389
--
Date: 2/25/2021
Instrument: 2021-00982
Madera
Date: 7/7/2020
Instrument: 2020015446
Date: 8/19/2020
Instrument: 2020019584
--
Date: 3/9/2021
Instrument: 2021007361
Marin
Date: 7/7/2020
Instrument: 2020-0028741
Date: 8/19/2020
Instrument: 2020-0037600
--
Date: 2/24/2021
Instrument: 2021-0013112
Mariposa
Date: 7/7/2020
Instrument: 20202190
Date: 8/20/2020
Instrument: 20202821
--
Date: 3/4/2021
Instrument: 20211080
Mendocino
Date: 7/7/2020
Instrument: 202007917
Date: 8/19/2020
Instrument: 2020-10112
--
Date: 2/24/2021
Instrument: 2021-02892
Merced
Date: 7/7/2020
Instrument: 2020022266
Date: 8/19/2020
Instrument: 2020028493
--
Date: 2/24/2021
Instrument: 2021008602
Modoc
Date: 7/7/2020
Instrument: 20200001804
Date: 8/19/2020
Instrument: 20200002135
--
Date: 2/24/2021
Instrument: 20210000422
Monterey
Date: 7/7/2020
Instrument: 2020032685
Date: 8/19/2020
Instrument: 2020042185
--
Date: 2/24/2021
Instrument: 2021014097
Napa
Date: 7/7/2020
Instrument: 2020-0016006
Date: 8/20/2020
Instrument: 2020-0020526
--
Date: 3/4/2021
Instrument: 2021-0008728
Nevada
Date: 7/7/2020
Instrument: 20200015164
Date: 8/25/2020
Instrument: 20200020840
--
Date: 3/4/2021
Instrument: 20210007838
Placer
Date: 7/7/2020
Instrument: 2020-0067740
Date: 8/19/2020
Instrument: 2020-0087937-00
--
Date: 2/24/2021
Instrument: 2021-0026083-00
Plumas
Date: 7/9/2020
Instrument: 2020-0003422
Date: 8/20/2020
Instrument: 2020-0004742
--
Date: 3/11/2021
Instrument: 2021-0001758
Sacramento
Date: 7/7/2020
Instrument: Ins-202007071055
Date: 8/19/2020
Instrument: 202008190892
--
Date: 2/24/2021
Instrument: 202102241076
San Benito
Date: 7/7/2020
Instrument: 2020-0007874
Date: 8/19/2020
Instrument: 2020-0010072
--
Date: 3/4/2021
Instrument: 2021-0003400
San Bernardino
Date: 7/7/2020
Instrument: 2020-0226134
Date: 8/19/2020
Instrument: 2020-0294961
--
Date: 2/24/2021
Instrument: 2021-0087782
San Francisco
Date: 7/7/2020
Instrument: 2020-K949017-00
Date: 8/19/2020
Instrument: 2020006126
--
Date: 2/24/2021
Instrument: 2021036477
    Sch. 1-3




San Joaquin
Date: 7/7/2020
Instrument: 2020-080390
Date: 8/19/2020
Instrument: 2020-103840
--
Date: 2/24/2021
Instrument: 2021-033997
San Luis Obispo
Date: 7/7/2020
Instrument: 2020033897
Date: 8/19/2020
Instrument: 2020043805
Date: 3/5/2021
Instrument: 2021017044
Date: 3/8/2021
Instrument: 2021017458
San Mateo
Date: 7/7/2020
Instrument: 2020064008
Date: 8/21/2020
Instrument: 2020-084135
--
Date: 2/24/2021
Instrument: 2021-030961
Santa Barbara
Date: 7/13/2020
Instrument: 2020-0034969
Date: 8/19/2020
Instrument: 2020-0043690
--
Date: 2/24/2021
Instrument: 2021-0014736
Santa Clara
Date: 7/7/2020
Instrument: 24528422
Date: 8/19/2020
Instrument: 24580344
--
Date: 2/24/2021
Instrument: 24845255
Santa Cruz
Date: 7/7/2020
Instrument: 2020-0024403
Date: 8/19/2020
Instrument: 2020-0031634
--
Date: 2/24/2021
Instrument: 2021-0011369
Shasta
Date: 7/7/2020
Instrument: 2020-0021039
Date: 8/19/2020
Instrument: 2020-0027008
Date: 12/29/2020
Instrument: 2020-0047326
Date: 2/24/2021
Instrument: 2021-0007584
Sierra
Date: 7/9/2020
Instrument: 2020171226
Date: 8/20/2020
Instrument: 2020171540
--
Date: 2/25/2021
Instrument: 2020172589
Solano
Date: 7/7/2020
Instrument: Ins-202000054277
Date: 8/19/2020
Instrument: 202000069597
--
Date: 2/24/2021
Instrument: 202100021149
Sonoma
Date: 7/9/2020
Instrument: 2020055917
Date: 8/19/2020
Instrument: 2020070874
--
    Date: 2/24/2021    
Instrument: 2021021837
Stanislaus
Date: 7/8/2020
Instrument: 2020-0047771
Date: 8/19/2020
Instrument: 2020-0061515-00
--
Date: 2/24/2021
Instrument: 2021-0017942-00
Sutter
Date: 7/8/2020
Instrument: 2020-0009800
Date: 8/19/2020
Instrument: 2020-0012784
--
Date: 2/24/2021
Instrument: 20210003735
Tehama
Date: 7/7/2020
Instrument: 2020007674
Date: 8/19/2020
Instrument: 2020009820
--
Date: 2/24/2021
Instrument: 2021002378
Trinity
Date: 7/8/2020
Instrument: 202002224
Date: 8/20/2020
Instrument: 202002748
--
Date: 2/25/2021
Instrument: 202100581
Tulare
Date: 7/7/2020
Instrument: 2020-0039416
Date: 8/26/2020
Instrument: 2020-0049011
--
Date: 3/2/2021
Instrument: 2021-0015218
Tuolumne
Date: 7/7/2020
Instrument: 2020007628
Date: 8/19/2020
Instrument: 2020009759
--
Date: 3/2/2021
Instrument: 2021003503
    Sch. 1-4




Yolo
Date: 7/8/2020
Instrument: 2020-0020467
Date: 8/19/2020
Instrument: 2020-0026550
Date: 3/8/2021
Instrument:
2021-0009288
Date: 3/8/2021
Instrument: 2021-0009289
Yuba
Date: 7/8/2020
Instrument: 2020-010218
Date: 8/19/2020
Instrument: 2020-012939
--
Date: 2/24/2021
Instrument: 2021-003119


EFGHI
County
Recording Date & Instrument Number
(Eighth Supplemental Indenture, dated as of March 11, 2021)
Recording Date & Instrument Number
(Certificate of Partial Release of Lien, dated as of September 9, 2021)
Recording Date & Instrument Number
(Memorandum of Supplemental First Mortgage Indentures, dated as of August 31, 2021)
Recording Date & Instrument Number
(Memorandum of Supplemental First Mortgage Indentures, dated as of January 7, 2022)
Recording Date & Instrument Number
(Certificate of Partial Release of Lien, dated as of March 31, 2022)
Alameda
Date: 06/15/2021
Instrument: 2021215933
--



Date: 09/14/2021
Instrument: 2021309420
Date: 01/26/2022
Instrument: 2022017249
--
Alpine
Date: 06/16/2021
Instrument: 2021000559
--



Date: 09/14/2021
Instrument: 2021-000769
Date: 01/24/2022
Instrument: 2022000031
--
Amador
Date: 06/15/2021
Instrument: 2021-0007084
--

Date: 09/15/2021
Instrument: 2021-0010656
Date: 01/25/2022
Instrument: 2022-0000724
--
Butte
Date: 06/17/2021
Instrument: 2021-0027732
--
Date: 09/10/2021
Instrument: 2021-0040855
Date: 01/21/2022
Instrument: 2022-0002347
--
Calaveras
Date: 06/15/2021
Instrument: 2021-011005
--
Date: 09/16/2021
Instrument: 2021-016140
Date: 01/21/2022
Instrument: 2022-001421
--
Colusa
Date: 06/17/2021
Instrument: 2021-0002508
--
Date: 09/14/2021
Instrument: 2021-0003762
Date: 01/24/2022
Instrument: 2022-0000404
--
Contra Costa
Date: 06/15/2021
Instrument: 2021-0172986
Date: 09/13/2021
Instrument: 2021-0254505
Date: 09/22/2021
Instrument: 2021-0263934
Date: 01/21/2022
Instrument: 2022-0013443
El Dorado
Date: 06/15/2021
Instrument: 2021-0039831
--
Date: 09/13/2021
Instrument: 2021-0058502
Date: 01/21/2022
Instrument: 2022-0003838
--
    Sch. 1-5




Fresno
Date: 06/15/2021
Instrument: 2021-0097447
--
Date: 09/13/2021
Instrument: 2021-0148962
Date: 01/24/2022
Instrument: 2022-0009356
Date: 04/06/2022
Instrument: 2022-0044515
Glenn
Date: 06/23/2021
Instrument: 2021-2872
--
Date: 09/10/2021
Instrument: 2021-4123
Date: 01/24/2022
Instrument: 2022-0307
--
Humboldt
Date: 06/24/2021
Instrument: 2021-014188
--
Date: 09/15/2021
Instrument: 2021-020689
Date: 01/25/2022
Instrument: 2022-001615
--
Kern
Date: 06/15/2021
Instrument: 221112026
--
Date: 09/14/2021
Instrument: 221174492
Date: 01/21/2022
Instrument: 222010906
--
Kings
Date: 06/15/2021
Instrument: 2113322
--
Date: 09/17/2021
Instrument: 2120473
Date: 02/01/2022
Instrument: 2202147
--
Lake
Date: 06/16/2021
Instrument: 2021010225
--
Date: 09/13/2021
Instrument: 2021-015134
Date: 02/02/2022
Instrument: 2022001154
--
Lassen
Date: 06/18/2021
Instrument: 2021-03286
--
Date: 09/13/2021
Instrument: 2021-04857
Date: 01/24/2022
Instrument: 2022-00332
--
Madera
Date: 06/15/2021
Instrument: 2021019093
--
Date: 09/10/2021
Instrument: 2021028583
Date: 01/21/2022
Instrument: 2022001843
--
Marin
Date: 06/15/2021
Instrument: 2021-0039212
--
Date: 09/10/2021
Instrument: 2021-0056705
Date: 01/21/2022
Instrument: 2022-0002727
Date: 04/06/2022
Instrument: 2022-0014733
Mariposa
Date: 06/15/2021
Instrument: 20212780
--
Date: 09/23/2021
Instrument: 20214302
Date: 02/01/2022
Instrument: 20220454
--
Mendocino
Date: 06/16/2021
Instrument: 2021-09192
--
Date: 09/17/2021
Instrument: 2021-14137
Date: 01/25/2022
Instrument: 2022-01242
--
Merced
Date: 06/15/2021
Instrument: 2021026546
--
Date: 09/13/2021
Instrument: 2021040766
Date: 01/21/2022
Instrument: 2022003686
--
Modoc
Date: 06/15/2021
Instrument: 20210001695
--
Date: 09/10/2021
Instrument: 20210002777
Date: 01/21/2022
Instrument: 20220000144
--
Monterey
Date: 06/17/2021
Instrument: 2021042424
--
Date: 09/13/2021
Instrument: 2021061137
Date: 01/24/2022
Instrument: 2022003479
--
    Sch. 1-6




Napa
Date: 06/15/2021
Instrument: 2021-0020222
--
Date: 09/13/2021
Instrument: 2021-0029107
Date: 01/25/2022
Instrument: 2022-0001607
--
Nevada
Date: 06/15/2021
Instrument: 20210020480
--
Date: 09/13/2021
Instrument: 20210030075
Date: 01/27/22
Instrument: 20220002043
Date: 03/31/2022
Instrument: 20220007109
Placer
Date: 06/15/2021
Instrument: 2021-0077769-00
--
Date: 09/10/2021
Instrument: 2021-0114356-00
Date: 01/25/2022
Instrument: 2022-0007227-00
Date: 03/31/2022
Instrument: 2022-0027849-00
Plumas
Date: 06/18/2021
Instrument: 2021-4121
Date: 09/21/2021
Instrument: 2021-0006513
Date: 09/24/2021
Instrument: 2021-0006605
Date: 01/24/2022
Instrument: 2022-0000507
--
Sacramento
Date: 06/18/2021
Instrument: 202106180534
--
Date: 09/13/2021
Instrument: 202109130797
Date: 01/21/2022
Instrument: 202201211306
--
San Benito
Date: 06/23/2021
Instrument: 2021-0009669
--
Date: 09/20/2021
Instrument: 2021-0014111
Date: 01/21/2022
Instrument: 2022-0000812
--
San Bernardino
Date: 06/15/2021
Instrument: 2021-0270300
--
Date: 09/10/2021
Instrument: 2021-0414379
Date: 01/21/2022
Instrument: 2022-0026583
--
San Francisco
Date: 06/16/2021
Instrument: 2021096597
--
Date: 09/20/2021
Instrument: 2021147122
Date: 01/28/2022
Instrument: 2022010094
--
San Joaquin
Date: 06/15/2021
Instrument: 2021-102076
--
Date: 09/10/2021
 Instrument: 2021-152907
Date: 01/21/2022
Instrument: 2022-009240
--
San Luis Obispo
Date: 06/15/2021
Instrument: 2021042772
--
Date: 09/10/2021
Instrument: 2021062407
Date: 01/24/2022
Instrument: 2022003310
--
San Mateo
Date: 06/15/2021
Instrument: 2021-090929
--
Date: 09/14/2021
Instrument: 2021-132011
Date: 01/24/2022
Instrument: 2022-006389
Date: 04/07/2022
Instrument: 2022-029645
Santa Barbara
Date: 06/16/2021
Instrument: 2021-0045121
--
Date: 09/15/2021
Instrument: 2021-0065545
Date: 01/24/2022
Instrument: 2022-0004075
--
Santa Clara
Date: 06/15/2021
Instrument: 24996810
Date: 09/21/2021
Instrument: 25107264
Date: 09/22/2021
Instrument: 25109534
Date: 01/24/2022
Instrument: 25224313
Date: 04/07/2022
Instrument: 25277354
    Sch. 1-7




Santa Cruz
Date: 06/15/2021
Instrument: 2021-0032793
--
Date: 09/10/2021
Instrument: 2021-0046780
Date: 01/21/2022
Instrument: 2022-0002159
--
Shasta
Date: 06/15/2021
Instrument: 2021-0024897
Date: 09/20/2021
Instrument: 2021-0039149
Date: 09/22/2021
Instrument: 2021-0039480
Date: 01/21/2022
Instrument: 2022-0002199
Date: 04/06/2022
Instrument: 2022-0011169
Sierra
Date: 06/17/2021
Instrument: 2021173017
--
Date: 09/14/2021
Instrument: 2021173609
Date: 01/26/2022
Instrument: 2022174179
--
Solano
Date: 06/15/2021
Instrument: 202100064487
--
Date: 09/10/2021
 Instrument: 202100095898
Date: 01/24/2022
Instrument: 202200005916
--
Sonoma
Date: 06/15/2021
Instrument: 2021070076
--
Date: 09/13/2021
Instrument: 2021102595
Date: 01/24/2022
Instrument: 2022004991
--
Stanislaus
Date: 06/16/2021
Instrument: 2021-0057206

--
Date: 10/05/2021
Instrument: 2021-0093766
Date: 02/02/2022
Instrument: 2022-0007967
--
Sutter
Date: 06/17/2021
Instrument: 2021-0011236
--
Date: 09/29/2021
Instrument: 2021-0017681
Date: 01/25/2022
Instrument: 2022-0001163
--
Tehama
Date: 06/15/2021
Instrument: 2021008603
--
Date: 09/10/2021
Instrument: 2021012840
Date: 01/21/2022
Instrument: 2022000860
--
Trinity
Date: 06/17/2021
Instrument: 202101938
--
Date: 09/13/2021
Instrument: 202105327
Date: 01/24/2022
Instrument: 202200200
--
Tulare
Date: 06/15/2021
Instrument: 2021-0043754
--
Date: 09/10/2021
Instrument: 2021-0066763
Date: 02/25/2022
Instrument: 2022-0005026
--
Tuolumne
Date: 06/17/2021
Instrument: 2021009478
--
Date: 09/10/2021
Instrument: 2021014302
Date: 01/24/2022
Instrument: 2022000979
--
Yolo
Date: 06/16/2021
Instrument: 2021-0023598
--
Date: 09/10/2021
Instrument: 2021-0034493
Date: 01/24/2022
Instrument: 2022-0001936
--
Yuba
Date: 06/15/2021
Instrument: 2021-010827
--
Date: 09/10/2021
Instrument: 2021-016949
Date: 01/24/2022
Instrument: 2022-001131
--

J
    Sch. 1-8




County
Recording Date & Instrument Number
(Memorandum of Supplemental First Mortgage Indentures, dated as of May 13, 2022)
Alameda
Date: 05/25/2022
Instrument: 2022100365
Alpine
Date: 05/20/2022
Instrument: 2022000254
Amador
Date: 05/23/2022
Instrument: 2022-0004637
Butte
Date: 05/18/2022
Instrument: 2022-0017492
Calaveras
Date: 05/24/2022
Instrument: 2022-006931
Colusa
Date: 05/20/2022
Instrument: 2022-0001852
Contra Costa
Date: 05/24/2022
Instrument: 2022-0087997
El Dorado
Date: 05/18/2022
Instrument: 2022-0022236
Fresno
Date: 05/24/2022
Instrument: 2022-0069162
Glenn
Date: 05/18/2022
Instrument: 2022-1984
Humboldt
Date: 05/23/2022
Instrument: 2022-010058
    Sch. 1-9




Kern
Date: 05/24/2022
Instrument: 222082073
Kings
Date: 06/03/2022
Instrument: 2022-2210786
Lake
Date: 05/20/2022
Instrument: 2022007278
Lassen
Date: 05/20/2022
Instrument: 202202323
Madera
Date: 05/18/2022
Instrument: 2022013676
Marin
Date: 05/18/2022
Instrument: 2022-0020238
Mariposa
Date: 05/23/2022
Instrument: 20222048
Mendocino
Date: 06/03/2022
Instrument: 2022-07008
Merced
Date: 05/18/2022
Instrument: 2022019388
Modoc
Date: 05/18/2022
Instrument: 20220000978
Monterey
Date: 05/25/2022
Instrument: 2022024181
Napa
Date: 05/24/2022
Instrument: 2022-0010514
Nevada
Date: 05/18/2022
Instrument: 20220010774
    Sch. 1-10




Placer
Date: 05/18/2022
Instrument: 2022-0042292-00
Plumas
Date: 05/18/2022
Instrument: 2022-0003099
Sacramento
Date: 05/24/2022
Instrument: 202205240418
San Benito
Date: 05/18/2022
Instrument: 2022-0005300
San Bernardino
Date: 05/18/2022
Instrument: 2022-0184555
San Francisco
Date: 05/24/2022
Instrument: 2022052240
San Joaquin
Date: 05/24/2022
Instrument: 2022-065791
San Luis Obispo
Date: 05/18/2022
Instrument: 2022021410
San Mateo
Date: 05/18/2022
Instrument: 2022-041210
Santa Barbara
Date: 05/18/2022
Instrument: 2022-0024575
Santa Clara
Date: 05/18/2022
Instrument: 25304880
Santa Cruz
Date: 05/18/2022
Instrument: 2022-0015672
Shasta
Date: 05/18/2022
Instrument: 2022-0015875
    Sch. 1-11




Sierra
Date: 05/20/2022
Instrument: 2022174496
Solano
Date: 05/18/2022
Instrument: 202200035505
Sonoma
Date: 05/18/2022
Instrument: 2022035095
Stanislaus
Date: 06/13/2022
Instrument: 2022-0042714
Sutter
Date: 05/23/2022
Instrument: 2022-0007448
Tehama
Date: 05/18/2022
Instrument: 2022006372
Trinity
Date: 05/20/2022
Instrument: 202201347
Tulare
Date: 05/18/2022
Instrument: 2022-0031627
Tuolumne
Date: 05/18/2022
Instrument: 2022006308
Yolo
Date: 05/18/2022
Instrument: 2022-0012366
Yuba
Date: 05/18/2022
Instrument: 2022-008109


    Sch. 1-12