EXHIBIT 4.4
================================================================================
PACIFIC GAS AND ELECTRIC COMPANY
TO
THE FIRST NATIONAL BANK OF CHICAGO
Trustee
____________________
FIRST SUPPLEMENTAL INDENTURE
Dated as of ___________________, 1995
TO
INDENTURE
Dated as of ___________________, 1995
____________________
_____% Deferrable Interest Subordinated Debentures, Series A, Due 2025
================================================================================
FIRST SUPPLEMENTAL INDENTURE, dated as of _________________, 1995 (the
"First Supplemental Indenture"), between Pacific Gas and Electric Company, a
California corporation (the "Company"), and The First National Bank of Chicago,
a national banking association organized under the laws of the United States, as
trustee (the "Trustee") under the Indenture, dated as of _____________________,
1995, between the Company and the Trustee (the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to the
Trustee to provide for the future issuance of its subordinated debentures (the
"Securities"), such Securities to be issued from time to time in one or more
series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount that may be authenticated and delivered
thereunder as provided in the Indenture;
WHEREAS, PG&E Capital I (the "Series A Trust") may pursuant to the
Underwriting Agreement dated ______________, 1995 among the Company, the Series
A Trust and the Underwriters named therein issue $________________ (or up to
$______________ if the Underwriters' overallotment option is exercised)
aggregate liquidation preference of its ___% Cumulative Quarterly Income
Preferred Securities, Series A, Due 2025 (the "Series A Preferred Securities")
with a liquidation preference of $25 per Series A Preferred Security;
WHEREAS, the Company is guaranteeing the payment of distributions on
the Series A Preferred Securities, and payment of the Redemption Price and
payments on liquidation with respect to the Series A Preferred Securities, to
the extent provided in the Guarantee Agreement dated _________, 1995, by the
Company and The First National Bank of Chicago, as guarantee trustee (the
"Guarantee") for the benefit of the holders of the Series A Preferred
Securities;
WHEREAS, the Company wishes to sell to the Series A Trust, and the
Series A Trust wishes to purchase from the Company, Series A Securities (as
defined below) in an aggregate principal amount equal to $__________________ (or
up to $________________ if the Underwriters' overallotment option is exercised),
and in satisfaction of the purchase price for such Series A Securities, the
trustees of the Series A Trust, on behalf of the Series A Trust, wish to (i)
execute and deliver to the Company Common Securities certificates evidencing an
ownership interest in the Series A Trust, registered in the name of the Company,
in an aggregate amount of _________ (or __________ if the overallotment option
is exercised in full) having an aggregate liquidation amount of $_______________
(or $__________________ if the overallotment option is exercised in full) and
(ii) deliver to the Company the sum of $_________________ (or up to $_________
if the overallotment option is exercised in full);
WHEREAS, the Company has duly authorized the creation of an issue of
its ____% Deferrable Interest Subordinated Debentures, Series A (the "Series A
Securities"), of substantially the tenor and amount hereinafter set forth and to
provide therefor the Company has duly authorized the execution and delivery of
this First Supplemental Indenture; and
WHEREAS, all things necessary to make the Series A Securities, when
executed by the Company and authenticated and delivered hereunder and duly
issued by the Company, the valid obligations of the Company, and to make this
First Supplemental Indenture a valid agreement of the Company, in accordance
with their and its terms, have been done.
NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the
Series A Securities by the Holders thereof, it is mutually agreed, for the equal
and proportionate benefit of all Holders of the Series A Securities as follows:
ARTICLE ONE
General Terms of the Series A Securities
SECTION 101. Title; Stated Maturity; Interest.
--------------------------------
There shall be and is hereby authorized a series of Securities known
and designated as the "___% Deferrable Interest Subordinated Debentures, Series
A, Due 2025" of the Company, limited in aggregate principal amount to $_____.
Their Stated Maturity shall be _______, 2025, and they shall bear interest at
the rate of ____% per annum, from _____, 1995 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, payable quarterly (subject to deferral as set forth herein), in arrears,
on March 31, June 30, September 30 and December 31 of each year, commencing
____, 1995, until the principal thereof is paid or made available for payment.
Interest will compound quarterly and will include interest that will accrue at
the rate of ____% per annum on any interest installment in arrears after the
quarterly payment date therefor to the extent permitted by law. Additional
Interest (as defined below), if any, then due on the Securities shall be payable
on each Interest Payment Date. The Regular Record Date for the interest payable
on any Interest Payment Date shall be the Business Day next preceding such
Interest Payment Date, provided that if at any time the Series A Securities are
not held by the Trust and are not evidenced by a Global Security, the Regular
Record Date shall be the 15th day prior to the Interest Payment Date.
The Company shall have the right, at any time during the term of the
Series A Securities, from time to time to extend the interest payment period for
up to 20 consecutive quarters (the "Extension Period") during which period
interest will compound quarterly, and at the end of which Extension Period the
Company shall pay all interest then accrued and unpaid thereon (together with
Additional Interest), provided, however, that during any such Extension Period,
the Company shall not, and shall not permit any Subsidiary of the Company to,
declare or pay any dividend or distribution on, or redeem, purchase, acquire, or
make a liquidation or guarantee payment (other than payments under a Guarantee)
with respect to, any shares of the Company's capital stock or any other security
of the
-2-
Company (including other Securities) ranking pari passu with or junior in
---- -----
interest to the Series A Securities, except in each case with securities ranking
junior in interest to the Series A Securities and except for payments made on
any series of Securities upon the Stated Maturity of such Securities. Prior to
the termination of any such Extension Period, the Company may further extend the
interest payment period, provided that such Extension Period together with all
such previous and further extensions thereof shall not exceed 20 consecutive
quarters or extend beyond the Maturity of the Series A Securities. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above requirements. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof. The Company shall give the Series A Trust and the Trustee
notice of its selection of such Extension Period subject to the above
requirements at least one Business Day prior to the date the Series A Trust is
required to give notice to the New York Stock Exchange or other applicable self-
regulatory organization or to holders of the Series A Preferred Securities of
the record date or the date distributions on the Series A Preferred Securities
are payable, but in any event not less than one Business Day prior to such
record date. The Trustee shall promptly notify the holders of the Series A
Preferred Securities of the Company's selection of such an Extension Period.
The principal of and interest on the Series A Securities shall be
payable at the office or agency or designated or maintained by the Company for
such purpose 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;
provided, however, that at the option of the Company payment of interest may be
-------- -------
made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security Register.
The corporate trust office of the Debenture Trustee in Chicago, Illinois is
initialy designated as the Company's sole Paying Agent for payments with respect
to the Series A Debentures.
As used herein, "Additional Interest" means if the Series A Trust is
required to pay any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States or
any other taxing authority, such amounts as shall be required so that the net
amounts received and retained by the Series A Trust after paying such taxes,
duties, assessments or governmental charges shall not be less than the amounts
the Series A Trust would have received had no such taxes, duties, assessments or
governmental charges been imposed.
SECTION 102. Redemption.
----------
At any time on or after _______________, 2000, the Company shall have
the right to redeem the Series A Securities, in whole or in part, from time to
time, at a Redemption Price equal to 100% of the principal amount of Series A
Securities to be redeemed plus accrued but unpaid interest, including Additional
Interest, if any, to the Redemption Date.
-3-
If a Tax Event or an Investment Company Event shall occur and be
continuing, the Company shall have the right, subject to the last sentence of
the following paragraph, to redeem the Series A Securities in whole but not in
part, at a Redemption Price equal to 100% of the principal amount thereof plus
accrued but unpaid interest, including any Additional Interest, if any, to the
Redemption Date, within 90 days following the occurrence of such Special Event.
If an order for dissolution of the Series A Trust shall be entered by
a court of competent jurisdiction, the Company shall have the right to redeem
the Series A Securities in whole but not in part at a Redemption Price equal to
100% of the principal amount thereof plus accrued but unpaid interest, including
any Additional Interest, if any, to the Redemption Date.
The Company shall not redeem the Series A Securities in part unless
all accrued and unpaid interest (including any Additional Interest) has been
paid in full on all Series A Securities Outstanding for all quarterly interest
periods terminating on or prior to the Redemption Date.
As used herein, "Tax Event" means that the Company shall have received
an Opinion of Counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein affecting taxation,
or as a result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or such pronouncement or decision is announced on or after the date of
issuance of the Series A Preferred Securities, there is more than an
insubstantial risk that (i) the Series A Trust is, or will be, subject to United
States federal income tax with respect to interest received on the Series A
Securities, (ii) interest payable by the Depositor on the Series A Securities is
not, or will not be, deductible for United States federal income tax purposes or
(iii) the Series A Trust is, or will be, subject to more than a de minimis
amount of other taxes, duties or other governmental charges.
As used herein, "Investment Company Event" means the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law") to the effect that the Series A Trust is
or will be considered an "investment company" that is required to be registered
under the Investment Company Act of 1940, as amended, which Change in 1940 Act
Law becomes effective on or after the date of issuance of the Series A Preferred
Securities.
-4-
SECTION 103. Global Security.
---------------
If the Series A Trust is not the sole Holder of the Series A
Securities, in order to utilize a book-entry-only system for all or any portion
of the Series A Securities, all or a portion of the Series A Securities may be
issued in the form of one or more fully registered Global Securities for the
aggregate principal amount of such Series A Securities (the "Series A Global
Securities"), which Series A Global Securities shall be registered in the name
of the Depositary selected by the Company or in the name of such Depositary's
nominee. Each Series A Global Security shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction.
If an event described under Clause (2) of Section 305 of the Indenture
shall occur, then this Section 103 shall no longer be applicable to the Series A
Global Securities and the Company will execute, and the Trustee will
authenticate and deliver (subject to receipt of an Officer's Certificate
evidencing the Company's determination if the Company has exercised its rights
under Clause (2)(C) of Section 305) Series A Securities in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Series A Global Securities in
exchange for such Series A Global Securities. Upon the exchange of Series A
Global Securities for such Series A Securities in definitive registered form,
the Series A Global Securities shall be cancelled by the Trustee. Such Series A
Securities in definitive registered form issued in exchange for Series A Global
Securities pursuant to this Section 103 shall be registered in such names and in
such authorized denominations as the Depositary, pursuant to instructions from
its direct or indirect participants or otherwise, shall direct. The Trustee
shall deliver such Series A Securities to the Persons in whose names such Series
A Securities are so registered.
Except as provided below, owners solely of beneficial interests in a
Series A Global Security shall not be entitled to receive physical delivery of
Series A Securities in definitive form and will not be considered the Holders
thereof for any purpose under the Indenture.
Members of or participants in the Depositary shall have no rights
under this Indenture with respect to any Series A Global Security held on their
behalf by the Depositary, and such Depositary or its nominee, as the case may
be, may be treated by the Company, the Trustee, and any agent of the Company or
the Trustee as the Holder of such Series A Global Securities for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its members or
participants, the operation of customary practices governing the exercise of the
rights of a Holder of any Debenture, including without limitation the granting
of proxies or other authorization of participants to give or take any request,
demand, authorization, direction, notice, consent, waiver or other action which
a Holder is entitled to give or take under the Indenture.
-5-
ARTICLE TWO
Form of Series A Security
The Series A Securities are to be in substantially the following form:
[FORM OF FACE OF SERIES A SECURITY]
PACIFIC GAS AND ELECTRIC COMPANY
..........................................................................
No. ......... $ ........
PACIFIC GAS AND ELECTRIC COMPANY, a corporation duly organized and
existing under the laws of California (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to......................................
........., or registered assigns, the principal sum of ........................
.............. Dollars on ..............................................., and
to pay interest thereon from ............. or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, quarterly
(subject to deferral as set forth herein) on each March 31, June 30, September
30 and December 31 in each year, commencing ........., 1995, at the rate of
....% per annum, plus Additional Interest, if any, until the principal hereof
is paid or made available for payment. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the Business Day next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
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 any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
The Company shall have the right at any time during the term of this
Security, from time to time, to extend the interest payment period of this
Security for up to 20 consecutive quarters (an "Extension Period"), during which
periods interest will compound quarterly and the Company shall have the right to
make partial payments of interest on any Interest Payment Date, and at the end
of which Extension Period the Company shall pay all interest then accrued and
unpaid (together with any Additional Interest); provided that during any such
Extension Period, the Company shall not, and shall not permit any Subsidiary of
the Company to, declare or pay any dividend or distribution on, or redeem,
purchase, acquire or
-6-
make a liquidation or guarantee payment (other than payments under a Guarantee)
with respect to, any shares of the Company's capital stock or any other security
of the Company (including other Securities) ranking pari passu with or junior in
---- -----
interest to this Security, except in each case with securities ranking junior in
interest to this Security and except for payments made on any series of
Securities under the Indenture upon the Stated Maturity of such Securities.
Prior to the termination of any such Extension Period, the Company may further
extend the interest payment period, provided that such Extension Period together
with all such previous and further extensions thereof shall not exceed 20
consecutive quarters or extend beyond the Maturity of this Security. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above requirements. No interest shall be
due and payable during an Extension Period except at the end thereof. The
Company shall give the Holder of this Security and the Trustee notice of its
selection of an Extension Period at least one Business Day prior to the date the
Series A Trust is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization or to holders of the Series A
Preferred Securities of the record date or the date distributions on the Series
A Preferred Securities are payable, but in any event not less than one Business
Day prior to such record date.
Payment of the principal of and interest on this Security will be made
at the office or agency of the Company maintained for that purpose in Chicago,
Illinois, 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;
provided, however, that at the option of the Company payment of interest may be
made (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire transfer in
immediately available funds at such place and to such account as may be
designated by the Person entitled thereto as specified in the Security Register.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
-7-
In Witness Whereof, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
PACIFIC GAS AND ELECTRIC COMPANY
By..............................
Attest:
........................
[FORM OF REVERSE OF SERIES A SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of ..............., 1995, as
supplemented by a First Supplemental Indenture, dated as of __________, 1995
(herein called the "Indenture", which term shall have the meaning assigned to it
in such instrument), between the Company and The First National Bank of Chicago,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of Senior
Indebtedness and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof, limited in aggregate principal
amount to $.............
At any time on or after _________, 2000, the Company shall have the
right, subject to the terms and conditions of Article Twelve of the Indenture,
to redeem this Security at the option of the Company, without premium or
penalty, in whole or in part, at a Redemption Price equal to 100% of the
principal amount to be redeemed plus accrued but unpaid interest, including any
Additional Interest, if any, to the Redemption Date. If a Tax Event or an
Investment Company Event (each as defined in the Indenture) shall occur and be
continuing, the Company shall have the right, subject to the terms and
conditions of Article Twelve of the Indenture, to redeem this Security at the
option of the Company, without premium or penalty, in whole or in part, at a
Redemption Price equal to 100% of the principal amount thereof plus accrued but
unpaid interest, including any Additional Interest, if any, to the Redemption
Date. Any redemption pursuant to this paragraph will be made upon not less than
30 nor more than 60 days' notice, at the Redemption Price. If the Securities
are only partially redeemed by the Company, the Securities will be redeemed pro
rata, by lot or in such other manner as the Trustee shall deem appropriate and
fair in its discretion and that may provide for the selection of a portion or
portions (equal to twenty-five U.S. dollars ($25) or any integral multiple
thereof) of the principal amount of any Security.
-8-
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness, and this Security is issued subject
to the provisions of the Indenture with respect thereto. Each Holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take such
action as may be necessary or appropriate to effectuate the subordination so
provided and (c) appoints the Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance hereof, waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture of each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series 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 a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such 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 Security for the
-9-
enforcement of any payment of principal hereof or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities 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 Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ARTICLE THREE
Miscellaneous Provisions
SECTION 301. Definitions of Terms.
--------------------
Except as otherwise expressly provided in this First Supplemental
Indenture or in the form of Series A Security otherwise clearly required by the
context hereof or thereof,
-10-
all terms used herein that are defined in the Indenture shall have the meanings
assigned to them therein.
SECTION 302. Ratification of Indenture.
-------------------------
The Indenture, as supplemented by this First Supplemental Indenture,
is in all respects ratified and confirmed, and this First Supplemental Indenture
shall be deemed part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 303 Recitals. The recitals herein contained are made by the
--------
Company and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee makes no representation as to the validity
or sufficiency of this First Supplemental Indenture.
SECTION 304. Counterparts. This First Supplemental Indenture may be
------------
executed in any number of counterparts each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
-11-
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
PACIFIC GAS AND ELECTRIC COMPANY
By _______________________________
Attest:
___________________________
Secretary
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By ________________________________
Attest: ___________________
-12-