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EXHIBIT 4.4
CALCULATION AGENCY AGREEMENT
BETWEEN
PACIFIC GAS AND ELECTRIC COMPANY
AND
BNY WESTERN TRUST COMPANY
FLOATING RATE FIRST MORTGAGE BONDS DUE 2006
This Calculation Agency Agreement (this "Agreement") is made
as of March 23, 2004, between Pacific Gas
and Electric Company, a California
corporation (the "Company"), and BNY
Western Trust Company, a California banking
corporation (together with any successor,
called the "Calculation Agent").
W I T N E S S E T H
WHEREAS, the Company proposes to issue and sell certain of its
securities designated as Floating Rate
First Mortgage Bonds Due 2006 (the
"Floating Rate Bonds"). The Floating Rate
Bonds will be offered and sold by the
Company to Lehman Brothers Inc. and UBS
Securities LLC (the "Representatives")
and the other underwriters named in
Schedule I to that certain Underwriting
Agreement dated March 18, 2004 by and among
the Company and the Representatives.
The Floating Rate Bonds are to be issued
under an Indenture of Mortgage dated as
of March 11, 2004 as supplemented, between
the Company and BNY Western Trust
Company, as Trustee (the "Trustee").
For the purpose of appointing an agent to calculate the
interest rate based on LIBOR on the
Floating Rate Bonds, the Company and the
Calculation Agent agree as follows:
1. Upon
the terms and subject to the conditions contained herein,
the Company hereby appoints BNY Western
Trust Company as its Calculation Agent
and BNY Western Trust Company hereby
accepts such appointment as the Company's
agent for the purpose of calculating the
applicable interest rates on the
Floating Rate Bonds in accordance with the
provisions set forth in the Floating
Rate Bonds which provisions are
incorporated by reference herein as if set forth
in full in this Agreement.
2. The
Calculation Agent shall exercise due care to determine the
interest rates on the Floating Rate Bonds
and shall communicate the same to the
Company, the Trustee, The Depository Trust
Company and any paying agent
identified to it in writing as soon as
practicable after each determination. The
Calculation Agent will, upon the request of
the holder of any Floating Rate
Bond, provide the interest rate then in
effect with respect to such Floating
Rate Bond and, if determined, the interest
rate with respect
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to such Floating Rate Bond which will
become effective on the next Interest
Reset Date (as that term is defined in each
Floating Rate Bond).
3. The
Calculation Agent accepts its obligations set forth
herein, upon the terms and subject to the
conditions hereof, including the
following, to all of which the Company
agrees:
(a) The
Calculation Agent shall be entitled to such compensation
as may be agreed upon with the Company for
all services rendered by the
Calculation Agent, and the Company promises
to pay such compensation and to
reimburse the Calculation Agent for the
reasonable out-of-pocket expenses
(including attorneys' and other
professionals' fees and expenses) incurred by it
in connection with the services rendered by
it hereunder upon receipt of such
invoices as the Company shall reasonably
require. The Company also agrees to
indemnify the Calculation Agent for, and to
hold it harmless against, any and
all loss, liability, damage, claim or
expense (including the costs and expenses
of defending against any claim (regardless
of who asserts such claim) of
liability) incurred by the Calculation
Agent that arises out of or in connection
with its accepting appointment as, or
acting as, Calculation Agent hereunder,
except such as may result from the
negligence, willful misconduct or bad faith
of the Calculation Agent or any of its
agents or employees. The Calculation
Agent shall incur no liability and shall be
indemnified and held harmless by the
Company for, or in respect of, any actions
taken, omitted to be taken or
suffered to be taken in good faith by the
Calculation Agent in reliance upon
written instructions from the Company. The
provisions of this section shall
survive the termination of this
Agreement.
(b) In acting
under this Agreement, the Calculation Agent is
acting solely as agent of the Company and
does not assume any obligations to or
relationship of agency or trust for or with
any of the owners or holders of the
Floating Rate Bonds.
(c) The
Calculation Agent shall be protected and shall incur no
liability for or in respect of any action
taken or omitted to be taken or
anything suffered by it in reliance upon
the terms of the Floating Rate Bonds,
any notice, direction, certificate,
affidavit, statement or other paper,
document or communication reasonably
believed by it to be genuine and to have
been approved or signed by the proper party
or parties.
(d) The
Calculation Agent, its officers, directors, employees and
shareholders may become the owners or
pledgee of, or acquire any interest in,
any Floating Rate Bonds, with the same
rights that it or they would have if it
were not the Calculation Agent, and may
engage or be interested in any financial
or other transaction with the Co
