exv4w11

CALIFORNIA WATER SERVICE COMPANY

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		4

SECTION 1.01 DEFINITIONS		4

ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE SERIES GGG BONDS		6

SECTION 2.01. Designation of Series GGG Bonds		6

SECTION 2.02. Aggregate Principal Amount		6

SECTION 2.03. Form; Payment of Interest and Principal on Series GGG Bonds		6

SECTION 2.04. Parent Guarantee		7

SECTION 2.05. Transfer Expenses		7

ARTICLE III OPTIONAL REDEMPTION		7

SECTION 3.01. Optional Redemption with Premium		7

SECTION 3.02. Optional Redemption at Par in Event of Condemnation		7

SECTION 3.03. Pro Rata Redemption		7

ARTICLE IV ADDITIONAL PROVISIONS APPLICABLE TO SERIES GGG BONDS		8

SECTION 4.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements		8

SECTION 4.02. Maintenance, Repairs, Replacements and Depreciation Reserve		8

SECTION 4.03. Consent to Waiver of Event of Default under Other Series of Bonds		8

SECTION 4.04. Most Favored Nation Provision		8

SECTION 4.05. Delivery of Financial Statements to Holders of Series GGG Bonds		8

SECTION 4.06. Affiliate Transactions		9

SECTION 4.07. Request for Rating		10

FORTY-NINTH SUPPLEMENTAL MORTGAGE OF CHATTELS and TRUST INDENTURE (this “Supplemental Indenture”) dated as of April 17, 2009, between CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), having its Corporate Trust Office at One California Street, Suite 2100, San Francisco, CA 94111.

RECITALS

WHEREAS, the Company heretofore made, executed and delivered the Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees, dated as of the 1st day of April, 1928, (the “Original Base Indenture”), and the Original Base Indenture has been recorded in the Office of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record hereafter set forth:


County of	Date of	Volume of Official Records	Page at Which Record
City and County	Recordation	(except as noted)	Commences
Contra Costa	May 2, 1928	141		7
City and County of San Francisco	May 3, 1928	1637		346
Glenn	May 2, 1928	62 (Book of Mortgages)		190
Kings	January 7, 1929	40		348
San Joaquin	May 2, 1928	243		295
Solano	May 2, 1928	14		7
Tulare	May 3, 1928	260		11
Alameda	May 2, 1928	1877		35
Sonoma	May 2, 1928	196		136
Los Angeles	May 4, 1928	7105		102
Butte	May 2, 1928	116 (Book of Mortgages)		106
Kern	May 3, 1928	249		1
Shasta	May 2, 1928	38		80
Fresno	May 2, 1928	894		32
San Mateo	January 20,1939	837		16
Yuba	September 12, 1942	69		291
Santa Clara	November 2, 1945	1305		286
Monterey	February 21, 1962	Serial No. 6604
Ventura	November 15, 1983	Doc. No. 130176; and

WHEREAS, Los Angeles-First National Trust & Savings Bank changed its name to Security-First National Bank of Los Angeles and later to Security First National Bank and later to Security-Pacific National Bank; and

WHEREAS, American Trust Company changed its name to Wells Fargo Bank and Wells Fargo Bank subsequently merged into Wells Fargo Bank, National Association; and

WHEREAS, by instrument entitled “Resignations of Wells Fargo Bank, National Association as Authenticating Trustee and Security Pacific National Bank as Trustee and Appointment and Acceptance of Bank of America National Trust and Savings Association as Authenticating Trustee under Mortgage of Chattels and Trust Indenture dated as of April 1, 1928 as Supplemented, Amended and Modified from California Water Service Company” dated as of August 1, 1983, recorded in the offices of the Recorders of those counties and city and county

of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT B, which is annexed hereto and hereby made a part hereof, (a) Wells Fargo Bank, National Association, resigned as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (b) the Company appointed Bank of America National Trust and Savings Association as successor authenticating trustee to Wells Fargo Bank, National Association, effective August 1, 1983, (c) Bank of America National Trust and Savings Association accepted such appointment as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (d) Security Pacific National Bank resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (e) the Company appointed no successor trustee to said Security Pacific National Bank, (f) Bank of America National Trust and Savings Association as of August 1, 1983 became fully vested with all the estates, properties, rights powers trusts, duties and obligations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, with like effect as if originally named as trustee therein, (g) Bank of America National Trust and Savings Association resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by First through Thirty-First Supplemental Indentures, effective December 15, 1995, (h) the Company appointed, with the concurrence of a majority of the Holders, First Trust, a subsidiary of First Trust Bank System of Minneapolis, as successor trustee to Bank of America National Trust and Savings Association, effective December 15, 1995, (i) First Trust, a subsidiary of First Trust Bank System of Minneapolis, accepted such appointment as trustee under the Original Base Indenture, as supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, (j) First Trust Bank System of Minneapolis merged with U. S. Bank Trust National Association, effective August 1, 1997; as a result of said merger, the corporate name became U. S. Bank Trust National Association, effective March 30, 1998, (k) effective January 10, 2002, U. S. Bank Trust National Association merged into U. S. Bank National Association and (l) U. S. Bank National Association became the trustee under the Original Base Indenture, as therefore supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures referred to below, said Original Base Indenture as so supplemented, amended and modified being hereinafter called the “Original Indenture;” and

WHEREAS, the Company has heretofore made, executed and delivered thirty-eight certain supplemental indentures supplemental to said Original Base Indenture, one such supplemental indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as trustees, dated January 3, 1929, hereinafter sometimes called the “First Supplemental Indenture;” twelve such supplemental indentures from said California Water Service Company to American Trust Company and Security-First National Bank of Los Angeles, as trustees, dated and hereinafter sometimes called, respectively, as follows:


Date		Name
August 19, 1929		Second Supplemental Indenture
February 25, 1930		Third Supplemental Indenture
February 1, 1931		Fourth Supplemental Indenture
March 23, 1932		Fifth Supplemental Indenture
May 1, 1936		Sixth Supplemental Indenture
April 1, 1939		Seventh Supplemental Indenture
November 1, 1945		Eighth Supplemental Indenture
May 1, 1951		Ninth Supplemental Indenture
May 1, 1953		Tenth Supplemental Indenture
May 1, 1954		Eleventh Supplemental Indenture
May 1, 1955		Twelfth Supplemental Indenture
November 1, 1956		Thirteenth Supplemental Indenture

four supplemental indentures from California Water Service Company to Wells Fargo Bank and Security First National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:


Date		Name
November 1, 1963		Fourteenth Supplemental Indenture
November 1, 1965		Fifteenth Supplemental Indenture
November 1, 1966		Sixteenth Supplemental Indenture
November 1, 1967		Seventeenth Supplemental Indenture

fourteen supplemental indentures from California Water Service Company to Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:


Date		Name
November 1, 1969		Eighteenth Supplemental Indenture
May 1, 1970		Nineteenth Supplemental Indenture
November 1, 1970		Twentieth Supplemental Indenture
October 1, 1972		Twenty-first Supplemental Indenture
November 1, 1972		Twenty-second Supplemental Indenture
November 15, 1972		Twenty-third Supplemental Indenture
November 1, 1973		Twenty-fourth Supplemental Indenture
May 1, 1975		Twenty-fifth Supplemental Indenture
May 1, 1976		Twenty-sixth Supplemental Indenture
November 1, 1977		Twenty-seventh Supplemental Indenture
May 1, 1978		Twenty-eighth Supplemental Indenture
November 1, 1979		Twenty-ninth Supplemental Indenture
November 1, 1980		Thirtieth Supplemental Indenture
May 1, 1982		Thirty-first Supplemental Indenture

and seven supplemental indentures from California Water Service Company to Bank of America National Trust and Savings Association, as trustee, dated and hereinafter sometimes called respectively as follows:


Date		Name
September 1, 1983		Thirty-second Supplemental Indenture
May 1, 1988		Thirty-third Supplemental Indenture
November 1, 1990		Thirty-fourth Supplemental Indenture
November 3, 1992		Thirty-fifth Supplemental Indenture
May 1, 1993		Thirty-sixth Supplemental Indenture
September 1, 1993		Thirty-seventh Supplemental Indenture
November 2, 1993		Thirty-eighth Supplemental Indenture; and

WHEREAS, the First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of those counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT C, and the Thirty-ninth through the Forty-eighth Supplemental Indentures will be recorded in the offices of the Recorders of those counties and city and county of the State of California as set forth in EXHIBIT C, which is annexed hereto and hereby made a part hereof; and

WHEREAS, this Supplemental Indenture is being filed concurrently with, among other Supplemental Indentures, the Thirty-ninth, Fortieth, Forty-second, Forty-fourth, Fiftieth and Fifty-fourth Supplemental Indentures; and

WHEREAS, the Original Indenture as amended, supplemented and modified by the Thirty-ninth Supplemental Indenture, and as subsequently amended, supplemented and modified, is hereafter called the “Base Indenture”; and

WHEREAS, the Company has heretofore issued $20,000,000 aggregate principal amount of 5.29% Series G Senior Notes due November 1, 2022 (the “Senior Unsecured Notes”) pursuant to the Fifth Supplement dated as of November 1, 2002 to a Note Agreement dated as of March 1, 1999, (the “Note Agreement”); and

WHEREAS, pursuant to Section 5.14 of the Note Agreement, upon issuance of an additional series of Bonds under the Original Indenture, concurrently with the issuance of such Bonds, the Company shall exchange all outstanding Senior Unsecured Notes for a new series of Bonds under the Base Indenture; and

WHEREAS, the Senior Unsecured Notes shall be exchanged for the Bonds issued under and pursuant to this Supplemental Indenture.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01 DEFINITIONS

Each term used herein has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern the Bonds issued under this Supplemental Indenture. The following terms, as used herein, have the following meanings:

“Called Principal” means, with respect to any Series GGG Bond, the principal of such Series GGG Bond that is to be prepaid pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

“Closing Date” means April 17, 2009.

“Condemnation” with respect to any property shall have occurred if all or any portion of such property shall have been condemned or taken for any public or quasi-public use under any governmental law, order, or regulation or by right of eminent domain or sold to a municipality or other public body or agency or any other entity having the power of eminent domain or the right to purchase or order the sale of such property (a “Condemning Authority”), or any third-party designated by any such Condemning Authority, under threat of condemnation.

“Corporate Trust Office” means the office of the Trustee specified in the initial paragraph of this Supplemental Indenture or any other office specified by the Trustee from time to time pursuant to the provisions of the Base Indenture.

“Discounted Value” means, with respect to the Called Principal of any Series GGG Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series GGG Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Make-Whole Amount” means, with respect to any Series GGG Bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series GGG Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

“Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.

“Nationally Recognized Rating Agency” means and includes Moody’s Investors Service, Inc., (“Moody’s”) Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., (“S&P”), DBRS Limited (“DBRS”) or Fitch/BCA Duff & Phelps Ltd (“Fitch”) and any of their successors or any similar rating agency.

“Reinvestment Yield” means, with respect to the Called Principal of any Series GGG Bond, .50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series GGG Bond.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series GGG Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series GGG Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture or under Section 7.01 of the Base Indenture, as the context requires.

“Series GGG Bonds” means the $20,000,000 aggregate principal amount of 5.29% First Mortgage Bonds due November 1, 2022, Series GGG, authenticated and delivered under this Supplemental Indenture.

“Settlement Date” means, with respect to the Called Principal of any Series GGG Bond, the date on which such Called Principal is to be prepaid pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

ARTICLE II
CERTAIN TERMS AND ISSUANCE OF THE SERIES GGG BONDS

SECTION 2.01. Designation of Series GGG Bonds.

The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Series GGG Bonds and shall not apply to any other Bonds that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “5.29% First Mortgage Bonds due 2022, Series GGG.”

SECTION 2.02. Aggregate Principal Amount.

The aggregate principal amount of the Series GGG Bonds which may be authenticated and delivered pursuant to this Supplemental Indenture is $20,000,000, except for Series GGG Bonds authenticated and delivered in accordance with Sections 2.15, 2.16, 2.18, 4.07 and 12.06 of the Base Indenture.

SECTION 2.03. Form; Payment of Interest and Principal on Series GGG Bonds.

(a) General. Without limiting the foregoing provisions of this Article II, the Series GGG Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto. The Series GGG Bonds will be issued in denominations of $1,000 and integral multiples thereof. To the extent that any provision of the Definitive Bonds representing the Series GGG Bonds conflicts with the express provisions of this Supplemental Indenture or the Base Indenture, this Supplemental Indenture or the Base Indenture shall govern and be controlling.

(b) Payment of Interest and Principal on Series GGG Bonds. The Series GGG Bonds will mature on November 1, 2022 and will bear interest at the rate of 5.29% per annum. Interest on the Series GGG Bonds will be payable semi-annually in arrears on May 1 and November 1 of each year to the Holders thereof at the close of business on the immediately preceding April 15 and October 15 of each year. Interest on the Series GGG Bonds will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date; provided that for purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) any overdue installment of interest shall bear interest at the rate of 7.29% per annum after the date due, whether by acceleration or otherwise, until paid. In addition, after the occurrence and during the continuation of any other Event of Default under the Base Indenture or this Supplemental Indenture, all amounts owing under the Series GGG Bonds shall, to the extent permitted by applicable law, bear additional interest at the rate of 7.29% per annum.

(c) Payment of Make-Whole Amount upon Acceleration of Series GGG Bonds. Upon the acceleration of the Series GGG Bonds pursuant to Section 7.01 of the Base Indenture, such GGG Bonds shall forthwith mature and the entire unpaid principal amount of such Bonds, plus all accrued and unpaid interest thereon and the Make-Whole Amount determined in respect of the Called Principal (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each Holder of a Series GGG Bond has the right to maintain its investment in the Series GGG Bonds free from repayment by the Company (except as specifically provided for by the terms of the Series GGG Bonds), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series GGG Bonds are prepaid or accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

(d) Mandatory Redemption. On November 1, 2012 and on November 1 of each year thereafter to and including November 1, 2021, the Company will redeem $1,818,181.82 principal amount (or such lesser principal amount as shall then be outstanding) of the Series GGG Bonds at par and without payment of the Make-Whole Amount or any premium, provided that upon any optional redemption permitted by Section 3.01 or 3.02, the principal amount of each mandatory redemption of the Series GGG Bonds becoming due under this Section 2.03(d) on and after the date of such optional redemption shall be reduced in the same proportion as the aggregate unpaid principal amount of the Series GGG Bonds is reduced as a result of such optional redemption. No other redemptions or prepayments are required to be made with respect to the Series GGG Bonds prior to the expressed maturity date thereof other than redemptions or prepayments made in connection with an acceleration of the Series GGG Bonds pursuant to the provisions of Section 7.01 of the Base Indenture.

SECTION 2.04. Parent Guarantee.

The obligations of the Company under the Series GGG Bonds shall be guaranteed by Parent, the form of which guarantee is set forth in EXHIBIT D hereto.

SECTION 2.05. Transfer Expenses.

Notwithstanding anything to the contrary in the Base Indenture, (i) the Company shall bear all expenses in connection with the preparation, issue, delivery and transfers of the Series GGG Bonds, (ii) if the Holder is an insurance company, its own agreement of indemnity shall be deemed to be satisfactory indemnity and security when required or requested by the Company and (iii) in the case of lost, stolen, destroyed or mutilated Series GGG Bonds, the Company at its expense (including payment by it of any governmental charges and other expenses, including those of the Trustee) shall execute and deliver new Series GGG Bonds of like tenor and principal amount, dated and bearing interest from the date to which interest has been paid on such lost, stolen, destroyed or mutilated Series GGG Bond.

ARTICLE III
OPTIONAL REDEMPTION

SECTION 3.01. Optional Redemption with Premium.

Upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege, at any time and from time to time, of redeeming the Outstanding Series GGG Bonds, either in whole or in part (but if in part then in a minimum principal amount of $100,000) by redemption of the principal amount of the Series GGG Bonds, or portion thereof to be redeemed, and accrued interest thereon to the Redemption Date, together with a premium equal to the Make-Whole Amount, determined as of five Business Days prior to the Redemption Date pursuant to this Section 3.01.

SECTION 3.02. Optional Redemption at Par in Event of Condemnation.

In the event a Material Condemnation shall have occurred with respect to any property of the Company, then upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege of applying the proceeds of any condemnation award received in connection with such Material Condemnation to the redemption of the principal amount of the Series GGG Bonds then outstanding, or any portion thereof to the extent of such proceeds, together with accrued interest thereon to the Redemption Date. Any optional redemption made pursuant to this Section 3.02 shall be without premium.

SECTION 3.03. Pro Rata Redemption.

Neither the Company nor any Affiliate thereof, directly or indirectly, may repurchase or redeem or make any offer to repurchase or redeem any Series GGG Bonds unless an offer has been made to repurchase or redeem Series GGG Bonds, on a pro rata basis unless otherwise required by law or applicable stock exchange requirements, from all Holders of the Series GGG Bonds at the same time and upon the same terms.

ARTICLE IV
ADDITIONAL PROVISIONS APPLICABLE TO SERIES GGG BONDS

SECTION 4.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements.

No Bonds shall be issued under the Base Indenture for the purpose of providing funds for the Company to keep or maintain the property pledged pursuant to the Base Indenture in good and business-like working order and condition, or merely to replace or in substitution for old or worn-out or abandoned property; provided, however, that whenever old or worn-out or abandoned property is replaced by Substituted Property costing more than the original cost of the old or worn-out or abandoned property then such replacement or substitution shall be permitted and the excess of cost of such Substituted Property, and such excess only, shall be deemed Permanent Improvements, Extensions or Additions, for which Bonds may be authenticated and delivered under Section 2.02 of the Base Indenture.

SECTION 4.02. Maintenance, Repairs, Replacements and Depreciation Reserve.

The Company shall at all times maintain, preserve and keep or cause to be maintained, preserved and kept the Mortgaged Property, and every part thereof, with the appurtenances and every part and parcel thereof, in thorough repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs and renewals, replacements and substitutions, and shall make adequate provision for replacement by proper and reasonable credits to its reserve for depreciation, so that at all times the value of the Mortgaged Property and the efficiency of the Mortgaged Property shall be fully preserved and maintained; and that it will comply with all lawful requirements of the PUC with respect to maintenance and depreciation.

SECTION 4.03. Consent to Waiver of Event of Default under Other Series of Bonds.

No Event of Default with respect to any series of Bonds Outstanding under the Base Indenture may be waived unless also waived by the Holders of not less than a majority in aggregate principal amount of the Outstanding Series GGG Bonds by means of a written instrument or instruments signed by such Holders and delivered to the Trustee and the Company.

SECTION 4.04. Most Favored Nation Provision.

If the Company shall, at any time on or after the Closing Date, enter into, amend or modify any supplemental indenture or other agreement with respect to a series of Bonds in a manner that requires the Company to comply with or add a covenant, an event of default, a guarantee or collateral that either is not at such time applicable to the Series GGG Bonds or, if such covenant, event of default, guarantee or collateral shall already be applicable to the Series GGG Bonds, is, or contains related provisions that are, more restrictive upon the Company or any guarantor hereof than such existing covenant, event of default, guarantee or related provisions, each provision (including any related definitions) relating to such covenant, event of default, guarantee or security in such supplemental indenture (as amended or modified from time to time thereafter) shall be automatically deemed to be incorporated by reference in this Supplemental Indenture, mutatis mutandis, as if then set forth herein in full. Promptly after any such execution, amendment or modification of such a supplemental indenture, the Company shall (a) furnish to the Trustee a copy of each such supplemental indenture, (b) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Holders of at least a majority in aggregate principal amount of the Series GGG Bonds, amending or modifying this Supplemental Indenture by adding or modifying, as the case may be, the full text of such covenant, event of default, guarantee, definitions and other related provisions and (c) furnish to the Trustee any certificates and opinions required by clause (1) of Section 3.08 and Section 15.01 of the Base Indenture.

SECTION 4.05. Delivery of Financial Statements to Holders of Series GGG Bonds.

(a) The Company shall deliver to the Holders of the Series GGG Bonds:

(i) The annual and periodic reports, information, documents and other reports required by Section 11.02 of the Base Indenture within the time periods set forth therein.

(ii) A copy of each report submitted by independent public accountants selected by Parent of interim examinations, if any, by them of the financial statements of Parent.

(iii) A copy of all reports, proxy statements, financial statements and notices sent by Parent to its shareholders.

(iv) Within 45 calendar days after the end of the first, second and third quarterly accounting periods in each fiscal year and within 90 calendar days after the end of each fiscal year, a certificate signed by the President or a Vice President and the Chief Financial Officer of the Company to the effect that the Company is not in Default under the Base Indenture or under this Supplemental Indenture or, if there are such Defaults then in existence, describing the nature thereof.

(v) Within 90 calendar days after the end of each fiscal year, a certificate of the accountants who certify Parent’s annual financial statements stating whether, in making their audit, such accountants have become aware of any Default under any of the terms and provisions of the Base Indenture or this Supplemental Indenture insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if there are such Defaults, describing the nature and the period of existence thereof.

(vi) Promptly after receipt, copies of any report as to material inadequacies in accounting controls (including reports as to the absence of any such inadequacies) submitted by independent accountants in connection with any audit of Parent.

(vii) Promptly after any officer of the Company obtains knowledge of a Default under the Base Indenture or under this Supplemental Indenture, a certificate signed by the President or a Vice President and the Treasurer or Assistant Treasurer of the Company describing such event in reasonable detail, with a statement of the Company’s action with respect thereto taken or proposed.

(viii) Upon written request, one additional copy of each report referred to in this Section 5.05 as well as any other information and reports furnished to the Holder pursuant to the provisions of this Supplemental Indenture.

(ix) A copy of any supplemental indenture subsequent to this Supplemental Indenture that supplements, amends or modifies the Base Indenture.

(b) The Holders of the Series GGG Bonds may deliver copies of the information or reports furnished to it pursuant to this Section 4.05 or any other provision of this Supplemental Indenture, to any regulatory body or commission to whose jurisdiction the Holder may be subject and to any prospective purchaser of any of the Bonds who is an institutional investor.

(c) The Company further agrees that the Holders Series GGG Bonds shall have the right upon request to receive such other financial information and reports as may be reasonably necessary for it to properly evaluate its investments, the right to inspect the properties and the books of account of Parent or the Company at all reasonable times upon normal business hours and the right to discuss the affairs of Parent or the Company with their officers and independent public accountants (and by this provision Parent and the Company authorize said accountants to discuss the finances and affairs of Parent and the Company with the Holders of the Series GGG Bonds).

SECTION 4.06. Affiliate Transactions.

Except with respect to a wholly-owned Subsidiary, the Company shall not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate except in the ordinary course of and pursuant to the reasonable requirements of the Company’s business and upon fair and reasonable terms no less favorable than it would obtain in a comparable arm’s-length transaction

with a person not an Affiliate. For purposes of this Section 4.06, “Affiliate” shall mean a Person who directly or indirectly through one or more financial intermediaries controls, or is controlled by, or is under common control with the Company, or who beneficially owns or holds 5% or more of the outstanding common stock or equity of the Company.

SECTION 4.07. Request for Rating.

At the request of the holders, the Company shall obtain and provide the holders, within 10 Business Days of the request, a rating of the Series GGG Bonds by S&P or Moody’s; provided that in the event that either (i) the rating of the Series GGG Bonds is less than BBB- or Baa3, as applicable, or (ii) the Series GGG Bonds shall have a rating of less than BBB- or Baa3 (or the equivalent rating for investment grade debt securities) by a Nationally Recognized Rating Agency, the Company shall within 30 days of obtaining such rating by S&P or Moody’s provide the holders with financial statements of the Company for the most recently ended fiscal year audited by an independent registered public accounting firm of recognized national standing and prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved.

ARTICLE V
MISCELLANEOUS

SECTION 5.01. Notice.

Any notice or communication in respect of the Series GGG Bonds shall be made in accordance with Section 15.05 of the Base Indenture.

SECTION 5.02. Amendment and Supplement.

This Supplemental Indenture or the Series GGG Bonds may be amended or supplemented as provided for in the Base Indenture.

SECTION 5.03. Conflicts.

In the event of any conflict between this Supplemental Indenture and the Base Indenture, the provisions of this Supplemental Indenture shall prevail.

SECTION 5.04. Governing Law.

This Supplemental Indenture and the Series GGG Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.

SECTION 5.05. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

SECTION 5.06. Ratification.

The Base Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect and is in all respects ratified and confirmed.

SECTION 5.07. Severability.

If any one or more of the covenants or agreements provided in this Supplemental Indenture or in the Series GGG Bonds on the part of the Company or the Trustee, or either of them, to be performed should be contrary to any


State of California					)

County of Santa Clara					)

On 15 Apr. 09 before me, John B. Sorci, a Notary Public, personally appeared Calvin L. Breed, 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 he executed the same in his authorized capacity, and that by his 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.

Signature /s/ John B. Sorci (Seal)


State of California					)

County of Santa Clara					)

On 4-15-09 before me, John B. Sorci, a Notary Public, personally appeared Claude Acoba, 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 he executed the same in his authorized capacity, and that by his 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.

Signature /s/ John B. Sorci (Seal)

EXHIBIT A

FORM OF SERIES GGG BOND

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.

CALIFORNIA WATER SERVICE COMPANY

5.29% First Mortgage Bonds due 2022, Series GGG



No.		$20,000,000

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [ ], or its registered assigns, the principal sum of $20,000,000 in U.S. Dollars on November 1, 2022.


Interest Payment Dates:		May 1 and November 1

Record Dates:		April 15 and October 15

Additional provisions of this Series GGG Bond are set forth on the other side of this Series GGG Bond.

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[FORM OF REVERSE SIDE OF BOND]

5.29% First Mortgage Bonds due 2022, Series GGG

1. INTEREST

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay interest on the principal amount of this Series GGG Bond at the rate per annum shown above.

The Company shall pay interest semi-annually in arrears on May 1 and November 1 of each year. Interest on the Series GGG Bonds will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date; provided that for purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT

The Company shall pay interest on the Series GGG Bonds to the Persons who are registered Holders of Series GGG Bonds at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date even if Series GGG Bonds are canceled after the Record Date and on or before the Interest Payment Date. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, all payments in respect of this Series GGG Bond (including principal, premium, if any, and interest) must be made by wire transfer of immediately available funds to the accounts specified by the Holder hereof. Payment shall be without the presentation or surrender of the Series GGG Bonds or the making of any notation thereon, except that upon written request of the Company or Trustee made concurrently with or reasonably promptly after payment or redemption in full of any Series GGG Bond, the Holder thereof shall surrender such Series GGG Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or to the Trustee at its principal corporate trust office.

3. PAYING AGENT AND REGISTRAR

Initially, U.S. Bank National Association (the “Trustee”) shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the Holders. The Company may act as Paying Agent or Registrar.

4. INDENTURE

The Company issued the Series GGG Bonds under an Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees, dated as of the 1st day of April, 1928 (the “Original Base Indenture”; as therefore supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, the “Original Indenture”; the Original Indenture as amended and modified by the Thirty-ninth Supplemental Indenture, and as subsequently amended, supplemented and modified, the “Base Indenture”), as further supplemented by the Forty-ninth Supplemental Indenture dated as of April 17, 2009, between the Company and U.S. Bank National Association (as ultimate successor to American Trust Company and Los Angeles-First National Trust & Savings Bank), as Trustee (as

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subsequently amended, supplemented and modified, the “Supplemental Indenture”). The terms of the Series GGG Bonds include those stated in the Base Indenture and the Supplemental Indenture and those made part of the Base Indenture and the Supplemental Indenture by reference to the TIA. Terms defined in the Base Indenture and the Supplemental Indenture and not defined herein have the meanings ascribed thereto in the Base Indenture and Supplemental Indenture. The Series GGG Bonds are subject to all such terms, and Holders are referred to the Base Indenture, the Supplemental Indenture and the TIA for a statement of those terms.

The Series GGG Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

5. MANDATORY REDEMPTION

On November 1, 2012 and on November 1 of each year thereafter to and including November 1, 2021, the Company will redeem $1,818,181.82 principal amount (or such lesser principal amount as shall then be outstanding) of the Series GGG Bonds at par and without payment of the Make-Whole Amount or any premium, provided that upon any optional redemption permitted by Section 6 or 7, the principal amount of each mandatory redemption of the Series GGG Bonds becoming due under this Section 5 on and after the date of such optional redemption shall be reduced in the same proportion as the aggregate unpaid principal amount of the Series GGG Bonds is reduced as a result of such optional redemption. No other redemptions or prepayments are required to be made with respect to the Series GGG Bonds prior to the expressed maturity date thereof other than redemptions or prepayments made in connection with an acceleration of the Series GGG Bonds pursuant to the provisions of Section 7.01 of the Base Indenture.

6. OPTIONAL REDEMPTION WITH PREMIUM

“Called Principal” means, with respect to any Series GGG Bond, the principal of such Series GGG Bond that is to be prepaid pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

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second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series GGG Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series GGG Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of the Supplemental Indenture or under Section 7.01 of the Base Indenture, as the context requires.

“Settlement Date” means, with respect to the Called Principal of any Series GGG Bond, the date on which such Called Principal is to be prepaid pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

7. OPTIONAL REDEMPTION AT PAR IN EVENT OF CONDEMNATION

“Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.

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8. NOTICES OF REDEMPTION

Notices of redemption shall (except in respect of redemptions made out of cash deposited in the sinking fund described in Section 7 below) be provided in accordance with Article IV of the Base Indenture. If less than all of the Series GGG Bonds are to be redeemed at any time, the particular Series GGG Bonds to be redeemed shall be selected in accordance with Article IV of the Base Indenture. On and after the Redemption Date, interest shall cease to accrue on Series GGG Bonds or portions of them called for redemption.

9. ADDITIONAL PROVISIONS APPLICABLE TO SERIES GGG BONDS

The provisions set forth in Article IV of the Supplemental Indenture are applicable only with respect to, and govern only the terms of, the Series GGG Bonds and shall not apply to any other Bonds that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such provisions.

10. DENOMINATIONS; TRANSFER; EXCHANGE

The Series GGG Bonds are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Series GGG Bonds in accordance with the Base Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate transfer documents and to pay any taxes required by law or permitted by the Base Indenture. The Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Series GGG Bonds during a period beginning at the opening of business 15 calendar days before the day of any selection of Series GGG Bonds for redemption and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Series GGG Bond so selected for redemption in whole or in part, except the unredeemed portion of any Series GGG Bond being redeemed in part or (C) to register the transfer of or to exchange a Series GGG Bond between a Record Date and the next succeeding Interest Payment Date.

11. PERSONS DEEMED OWNERS

The registered Holder of this Series GGG Bond may be treated as the owner of it for all purposes.

12. UNCLAIMED MONEY

If money for the payment of principal or interest remains unclaimed, the Paying Agent shall pay the money back to the Company in accordance with the terms of the Base Indenture.

13. DISCHARGE AND DEFEASANCE

Subject to certain conditions set forth in the Base Indenture, the Company at any time may terminate some or all of its obligations under the Base Indenture and the Supplemental Indenture with respect to the Series GGG Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series GGG Bonds to redemption or maturity, as the case may be.

14. AMENDMENT, WAIVER

The Base Indenture permits, subject to certain exceptions set forth therein, that the Base Indenture and the terms of the Bonds of a series, which include the Series GGG Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series GGG Bonds, in each case may be modified, with the written consent of the Holders of a majority in aggregate principal amount of the Bonds the terms of which or the rights of the Holders of which are to be modified. The Base Indenture also permits certain other amendments, modifications or waivers thereof only with the consent of each Outstanding Bond affected thereby, while certain other amendments or modifications may be made without the consent of any Holders of Bonds.

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The Base Indenture also provides the Holders of sixty-six and two-thirds percent (66-2/3%) or more of principal amount of the Bonds then Outstanding of all such series under which an Event of Default shall have occurred, which may include the Series GGG Bonds, may, by a written instrument or instruments signed by such Holders and delivered to the Trustee and to the Company, waive any past Default or Event of Default under such series of Bonds and its consequences except an Event of Default in the payment of the principal of, premium, if any, or interest on any of the Bonds as and when the same shall become due by the terms of such Bonds, and upon such waiver such Default or Event of Default shall be deemed not to exist for any purpose of the Base Indenture or such series of Bonds.

Any such consent or waiver by the Holder of this Series GGG Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series GGG Bond and of any Series GGG Bond issued in lieu of or exchange, in respect of anything done, omitted or suffered by the Trustee in pursuance thereof.

15. DEFAULTS AND REMEDIES

Events of Default are set forth in the Base Indenture and the Supplemental Indenture. If an Event of Default shall have occurred and be continuing, the Trustee upon the direction of Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds or the Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds, may, by notice in writing delivered to the Company (and to the Trustee if given by the Holders), declare the entire principal amount of Outstanding Bonds, premium, if any, and the interest accrued thereon immediately due and payable, and said entire principal, premium, if any, and interest shall thereupon become and be immediately due and payable.

Upon the acceleration of the Series GGG Bonds pursuant to Section 7.01 of the Base Indenture, such Series GGG Bonds shall forthwith mature and the entire unpaid principal amount of such Bonds, plus all accrued and unpaid interest thereon and the Make-Whole Amount determined in respect of the Called Principal (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each Holder of a Series GGG Bond has the right to maintain its investment in the Series GGG Bonds free from repayment by the Company (except as specifically provided for by the terms of the Series GGG Bonds), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series GGG Bonds are prepaid or accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Holders may not enforce the Base Indenture, the Supplemental Indenture or the Series GGG Bonds except as provided in the Base Indenture. The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series GGG Bonds unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Bonds may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default (except a Default in payment of principal or interest on any Bond, or in the payment of any sinking fund installment) if and so long as Responsible Officers in good faith determine that withholding notice is in the interest of the Holders.

16. TRUSTEE DEALINGS WITH THE COMPANY

Subject to certain limitations imposed by the TIA, the Trustee, in its individual or any other capacity, may become the owner or pledgee of the Series GGG Bonds and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

17. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company or Parent shall have any liability for any obligations of the Company under the Base Indenture, the Supplemental Indenture or the Series

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GGG Bonds or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting the Series GGG Bonds waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Series GGG Bonds. Such waiver may not be effective to waive liabilities of directors, officers or persons controlling the Company under the federal securities laws and it is the view of the Commission that such waiver is against public policy and is therefore unenforceable.

18. GOVERNING LAW

The Series GGG Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.

19. AUTHENTICATION

This Series GGG Bond shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this Series GGG Bond.

20. ABBREVIATIONS

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

21. SECURITY INTEREST

The Series GGG Bonds shall be secured to the extent and in the manner provided by the Base Indenture and the Supplemental Indenture.

22. GUARANTEE

Parent has guaranteed the obligations under this Series GGG Bond in accordance with the terms of the Supplemental Indenture.

The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to:

CALIFORNIA WATER SERVICE COMPANY
1720 North First Street
San Jose, CA 95112
Attention: Corporate Secretary

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EXHIBIT B

The resignations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, and the acceptance of Bank of America National Trust and Savings Association as successor trustee have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:


County or Page
City and County	Date of Recordation	Document No.	Book and (Reel-Image)
Alameda	August 1, 1983	83-137410
Butte	August 1, 1983	83-25375	2851-200
Fresno	August 2, 1983	83069489
Glenn	August 1, 1983	3329	729-170
Kern	August 2, 1983	12487	5576-522
Los Angeles	August 2, 1983	83-887733
Monterey	August 1, 1983	Pg. 34173	1655-830
City and County of San Francisco	August 1, 1983	D 376552	D559-205
San Joaquin	August 10, 1983	83058347
San Mateo	August 1, 1983	83080322
Santa Clara	August 1, 1983	7766085	H770-413
Solano	August 1, 1983	32353	Pg. 61300
Sonoma	August 1, 1983	83-50597	83-50597
Tulare	August 1, 1983	35981	4093-763
Ventura	November 15, 1983		130201
Yuba	August 1, 1983	1056	805-423

B-1

On December 15, 1995, Bank of America National Trust and Savings Association, transferred substantially all of its corporate trust business to First Trust of California, National Association. On March 30, 1998, First Trust of California, National Association changed its name to U.S. Bank Trust National Association, San Francisco. On January 10, 2002, U.S. Bank Trust National Association, San Francisco, merged with and into U.S. Bank National Association as successor trustee. Evidence of the above and U.S. Bank National Association’s status as successor trustee have been recorded in the offices of the Recorders of the following counties of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:


County	Date of Recordation	Document No.	Book and (Reel-Image)
Fresno	March 9, 2009	2009-0032066
Lake	March 10, 2009	2009003530
Los Angeles	March 9, 2009	2009-03216507
Monterey	March 9, 2009	2009013888
San Joaquin	March 9, 2009	2009-038049
San Mateo	March 18, 2009	2009-030163
Solano	March 12, 2009	200900018231
Sonoma	March 9, 2009	2009019936
Tulare	March 9, 2009	2009-0013707
Ventura	March 9, 2009	20090309-00035462-0

B-2

EXHIBIT C

The First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth, as follows:

First Supplemental Indenture


	Volume of	Page at Which Record
Date of Recordation	Official Records	Commences		County
January 7, 1929	40		432	Kings
January 7, 1929	157		256	Contra Costa

Second Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Kings	August 20, 1929		48		442
Butte	August 20, 1929		116		389
Glenn	August 20, 1929		17		179
Alameda	August 20, 1929		2173		334
Tulare	August 20, 1929		337		88
Kern	August 21, 1929		320		95
Contra Costa	August 20, 1929		208		198

Third Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Yuba	February 28, 1930		9
City and County of San Francisco	February 28, 1930		1985		257

Fourth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
San Mateo	July 17, 1931		537		1
City and County of San Francisco	July 20, 1931		2232		284
Santa Clara	July 17, 1931		576		175

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Fifth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
City and County of San Francisco	March 31, 1932		2359		17
Yuba	April 6, 1932		12		469
Sonoma	April 6, 1932		320		39
Alameda	April 6, 1932		2808		77
Tulare	April 6, 1932		466		381
Los Angeles	April 6, 1932		11543		85
San Joaquin	April 6, 1932		397		375
Santa Clara	April 6, 1932		606		464
San Mateo	April 6, 1932		553		492
Butte	April 6, 1932		83		489
Kings	April 6, 1932		87		292
Glenn	April 6, 1932		43		123
Shasta	April 6, 1932		74		10
Contra Costa	April 6, 1932		299		449
Kern	April 6, 1932		428		473
Solano	April 6, 1932		89		66

Sixth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Alameda	June 15, 1936		3314		406
Butte	June 15, 1936		167		1
Contra Costa	June 15, 1936		418		12
Glenn	June 15, 1936		82		73
Kern	June 15, 1936		643		64
Kings	June 15, 1936		151		241
Los Angeles	June 15, 1936		14153		291
City and County of San Francisco	June 15, 1936		2972		1
San Joaquin	June 15, 1936		542		53
San Mateo	June 15, 1936		703		1
Santa Clara	June 15, 1936		777		137
Shasta	June 15, 1936		108		134
Solano	June 15, 1936		161		1
Sonoma	June 15, 1936		412		160
Tulare	June 15, 1936		682		1
Yuba	June 15, 1936		35		25

Seventh Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Los Angeles	May 1, 1939		16572		206
City and County of San Francisco	May 2, 1939		3450		93
San Mateo	May 2, 1939		840		94
Sonoma	May 2, 1939		477		108
Kern	May 2, 1939		869		12

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Eighth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Alameda	November 3, 1945		4780		134
Butte	November 2, 1945		380		1
Contra Costa	November 3, 1945		874		1
Fresno	February 21, 1962		4681		226
Glenn	November 2, 1945		191		1
Kern	November 2, 1945		1292		1
Kings	November 1, 1945		342		21
Los Angeles	November 2, 1945		22396		251
Monterey	February 21, 1962		Reel 23		1
City and County of San Francisco	November 2, 1945		4346		103
San Joaquin	November 3, 1945		960		21
San Mateo	November 3, 1945		1231		1
Santa Clara	November 1, 1945		1267		583
Solano	November 3, 1945		344		6
Sonoma	November 3, 1945		665		21
Tulare	November 3, 1945		1141		382
Ventura	November 15, 1983	Doc. No. 130177
Yuba	November 3, 1945		94		23

Ninth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Alameda	August 31, 1951		6525		237
Butte	August 30, 1951		603		1
Contra Costa	August 30, 1951		1814		508
Fresno	February 21, 1962		4681		437
Glenn	August 30, 1951		266		63
Kern	August 29, 1951		1840		373
Kings	August 30, 1951		502		228
Los Angeles	August 29, 1951		37102		345
Monterey	February 21, 1962		Reel 23		207
City and County of San Francisco	August 30, 1951		5773		355
San Joaquin	August 30, 1951		1372		123
San Mateo	August 30, 1951		2150		298
Santa Clara	August 30, 1951		2275		295
Solano	August 31, 1951		592		136
Sonoma	August 31, 1951		1072		420
Tulare	August 30, 1951		1539		528
Ventura	November 15, 1983	Doc. No. 130178
Yuba	August 31, 1951		155		177

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Tenth Supplemental Indenture


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Alameda	July 10, 1953		7078		451
Butte	July 9, 1953		679		45
Contra Costa	July 9, 1953		2157		453
Fresno	February 21, 1962		4681		540
Glenn	July 9, 1953		297		139
Kern	July 8, 1953		2102		215
Kings	July 9, 1953		561		249
Los Angeles	July 8, 1953		42134		371
Monterey	February 21, 1962	Reel 23			314
City and County of San Francisco	July 9, 1953		6190		21
San Joaquin	July 9, 1953		1540		523
San Mateo	July 10, 1953		2443		248
Santa Clara	July 9, 1953		2680		50
Solano	July 9, 1953		677		4
Sonoma	July 10, 1953		1218		348
Tulare	July 9, 1953		1686		314
Ventura	November 15, 1983	Doc. No. 130179
Yuba	July 10, 1953		181		1
Eleventh Supplemental Indenture

County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Alameda	August 20, 1954		7404		181
Butte	August 20, 1954		732		496
Contra Costa	August 20, 1954		2368		164
Fresno	February 21, 1962		4681		604
Glenn	August 20, 1954		314		369
Kern	August 20, 1954		2278		74
Kings	August 20, 1954		594		449
Los Angeles	August 19, 1954		45365		64
Monterey	February 21, 1962	Reel 23			377
City and County of San Francisco	August 20, 1954		6435		421
San Joaquin	August 20, 1954		1662		316
San Mateo	August 19, 1954		2636		330
Santa Clara	August 20, 1954		2942		331
Solano	August 19, 1954		728		10
Sonoma	August 20, 1954		1290		234
Tulare	August 20, 1954		1772		388
Ventura	November 15, 1983	Document No. 130180
Yuba	August 20, 1954		195		490

C-4

Twelfth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

October 7, 1955

7806

501

Butte

October 7, 1955

794

Contra Costa

October 7, 1955

2625

417

Fresno

February 21, 1962

4681

665

Glenn

October 7, 1955

331

350

Kern

October 6, 1955

2498

171

Kings

October 7, 1955

628

Los Angeles

October 6, 1955

49158

316

Monterey

February 21, 1962

Reel 23

439

City and County of San Francisco

October 7, 1955

6711

525

San Joaquin

October 7, 1955

1797

300

San Mateo

October 7, 1955

2890

480

Santa Clara

October 7, 1955

3299

406

Solano

October 7, 1955

792

422

Sonoma

October 7, 1955

1384

Tulare

October 7, 1955

1864

548

Ventura

November 15, 1983

Doc. No. 130181

Yuba

October 7, 1955

213

593

Thirteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

December 7, 1956

8226

Butte

December 7, 1956

859

117

Contra Costa

December 7, 1956

2894

Fresno

February 21, 1962

4681

729

Glenn

December 7, 1956

348

217

Kern

December 6, 1956

2699

390

Kings

December 7, 1956

666

316

Los Angeles

December 6, 1956

53054

Monterey

February 21, 1962

Reel 23

503

City and County of San Francisco

December 10, 1956

6970

San Joaquin

December 7, 1956

1925

San Mateo

December 7, 1956

3140

258

Santa Clara

December 7, 1956

3680

Solano

December 7, 1956

860

189

Sonoma

December 7, 1956

1489

Tulare

December 7, 1956

1961

551

Ventura

November 15, 1983

Doc. No. 130182

Yuba

December 7, 1956

233

Fourteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

March 20, 1964

Reel 1155

Image 2

Butte

March 20, 1964

1303

Contra Costa

March 20, 1964

4578

360

Fresno

March 20, 1964

4980

337

C-5

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Glenn

March 20, 1964

463

Kern

March 19, 1964

3706

Los Angeles

March 19, 1964

D2401

Monterey

March 20, 1964

Reel 299

230

City and County of San Francisco

March 20, 1964

A734

966

San Joaquin

March 20, 1964

2801

126

San Mateo

March 19, 1964

4670

563

Santa Clara

March 20, 1964

6432

567

Solano

March 20, 1964

1259

331

Sonoma

March 19, 1964

2022

757

Tulare

March 20, 1964

2491

437

Ventura

November 15, 1983

Doc. No. 130183

Yuba

March 20, 1964

389

535

Fifteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

November 4, 1965

1635

610

Butte

November 4, 1965

1398

Contra Costa

November 4, 1965

4987

469

Fresno

November 4, 1965

5236

699

Glenn

November 4, 1965

483

194

Kern

November 3, 1965

3889

476

Los Angeles

November 3, 1965

D3104

Monterey

November 4, 1965

432

526

City and County of San Francisco

November 4, 1965

A983

431

San Joaquin

November 4, 1965

2996

San Mateo

November 4, 1965

5056

588

Santa Clara

November 4, 1965

7166

234

Solano

November 3, 1965

1366

547

Sonoma

November 3, 1965

2167

261

Tulare

November 4, 1965

2619

Ventura

November 15, 1983

Doc. No. 130184

Yuba

November 4, 1965

422

562

Sixteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

December 2, 1966

1881

788

Butte

December 2, 1966

1452

Contra Costa

December 2, 1966

5256

298

Fresno

December 2, 1966

5383

432

Glenn

December 2, 1966

495

555

Kern

December 1, 1966

3999

845

Los Angeles

December 1, 1966

D3496

236

Monterey

December 2, 1966

485

472

City and County of San Francisco

December 2, 1966

B101

San Joaquin

December 2, 1966

3090

511

C-6

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

San Mateo

December 2, 1966

5244

411

Santa Clara

December 2, 1966

7579

440

Solano

December 1, 1966

1429

482

Sonoma

December 1, 1966

2243

434

Tulare

December 2, 1966

2686

249

Ventura

November 15, 1983

Doc. No. 130185

Yuba

December 2, 1966

443

434

Seventeenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

April 2, 1968

2154

273

Butte

April 2, 1968

1511

632

Contra Costa

April 2, 1968

5593

177

Fresno

April 3, 1968

5554

654

Glenn

April 2, 1968

507

326

Kern

April 3, 1968

4147

264

Los Angeles

April 2, 1968

D3959

Monterey

April 2, 1968

551

580

City and County of San Francisco

April 2, 1968

B230

362

San Joaquin

April 2, 1968

3199

132

San Mateo

April 2, 1968

5453

Santa Clara

April 2, 1968

8076

Solano

April 1, 1968

1501

Sonoma

April 3, 1968

2323

446

Tulare

April 3, 1968

2773

415

Ventura

November 15, 1983

Doc. No. 130186

Yuba

April 2, 1968

465

122

Eighteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

April 3, 1970

2592

708

Butte

April 6, 1970

1608

505

Contra Costa

April 3, 1970

6099

Fresno

April 3, 1970

5775

371

Glenn

April 6, 1970

524

168

Kern

April 3, 1970

4384

Los Angeles

April 6, 1970

D4677

518

Monterey

April 6, 1970

645

921

City and County of San Francisco

April 6, 1970

B414

258

San Joaquin

April 3, 1970

3381

569

San Mateo

April 3, 1970

5766

Santa Clara

April 3, 1970

8878

585

Solano

April 3, 1970

1618

477

Sonoma

April 3, 1970

2453

531

Tulare

April 3, 1970

2889

894

Ventura

November 15, 1983

Doc. No. 130187

Yuba

April 6, 1970

497

C-7

Nineteenth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

June 10, 1970

2632

835

Butte

June 11, 1970

1618

Contra Costa

June 10, 1970

6146

Fresno

June 10, 1970

5793

233

Glenn

June 11, 1970

526

170

Kern

June 9, 1970

4405

724

Los Angeles

June 10, 1970

D4736

731

Monterey

June 10, 1970

653

890

City and County of San Francisco

June 11, 1970

B430

928

San Joaquin

June 10, 1970

3402

124

San Mateo

June 10, 1970

5792

Santa Clara

June 11, 1970

8949

586

Solano

June 10, 1970

1629

158

Sonoma

June 10, 1970

2465

923

Tulare

June 10, 1970

2898

231

Ventura

November 15, 1983

Doc. No. 130188

Yuba

June 11, 1970

500

Twentieth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

April 2, 1971

2820

Butte

April 2, 1971

1667

102

Contra Costa

April 2, 1971

6351

138

Fresno

April 2, 1971

5880

820

Glenn

April 2, 1971

533

530

Kern

April 1, 1971

4509

Los Angeles

April 1, 1971

D5014

368

Monterey

April 2, 1971

695

719

City and County of San Francisco

April 5, 1971

B507

812

San Joaquin

April 5, 1971

3509

305

San Mateo

April 2, 1971

5919

363

Santa Clara

April 2, 1971

9278

182

Solano

April 5, 1971

1677

384

Sonoma

April 2, 1971

2524

671

Tulare

April 2, 1971

2959

373

Ventura

November 15, 1983

Doc. No. 130189

Yuba

April 2, 1971

513

Twenty-first Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

December 14, 1972

3298

449

Butte

December 14, 1972

1805

C-8

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Contra Costa

December 14, 1972

6821

129

Fresno

December 14, 1972

6104

Glenn

December 14, 1972

554

371

Kern

December 15, 1972

4757

356

Los Angeles

December 14, 1972

D5698

815

Monterey

December 14, 1972

815

838

City and County of San Francisco

December 14, 1972

B708

675

San Joaquin

December 14, 1972

3718

161

San Mateo

December 14, 1972

6289

367

Santa Clara

December 14, 1972

0154

435

Solano

December 15, 1972

1795

147

Sonoma

December 14, 1972

2719

547

Tulare

December 14, 1972

3075

674

Ventura

November 15, 1983

Doc. No. 130190

Yuba

December 14, 1972

546

360

Twenty-second Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

December 27, 1972

3306

930

Butte

December 27, 1972

1807

385

Contra Costa

December 27, 1972

6829

150

Fresno

December 27, 1972

6108

355

Glenn

December 27, 1972

555

Kern

December 29, 1972

4762

140

Los Angeles

December 27, 1972

D5710

690

Monterey

December 27, 1972

818

City and County of San Francisco

December 27, 1972

B712

707

San Joaquin

December 27, 1972

3721

317

San Mateo

December 27, 1972

6296

114

Santa Clara

December 27, 1972

0171

Solano

December 29, 1972

1797

530

Sonoma

December 27, 1972

2722

782

Tulare

December 27, 1972

3078

118

Ventura

November 15, 1983

Doc. No. 130191

Yuba

December 27, 1972

547

158

Twenty-third Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

December 27, 1972

3307

Butte

December 27, 1972

1807

433

Contra Costa

December 27, 1972

6829

197

Fresno

December 27, 1972

6108

307

Glenn

December 27, 1972

555

116

Kern

December 27, 1972

4762

187

Los Angeles

December 27, 1972

D5710

737

Monterey

December 27, 1972

818

C-9

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

City and County of San Francisco

December 27, 1972

B712

733

San Joaquin

December 27, 1972

3721

269

San Mateo

December 27, 1972

6296

161

Santa Clara

December 27, 1972

0171

Solano

December 27, 1972

1797

577

Sonoma

December 27, 1972

2722

830

Tulare

December 27, 1972

3078

165

Ventura

November 15, 1983

Doc. No. 130192

Yuba

December 27, 1972

547

205

Twenty-fourth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

March 22, 1974

3635

156

Butte

March 22, 1974

1896

665

Contra Costa

March 22, 1974

7183

Fresno

March 22, 1974

6279

513

Glenn

March 22, 1974

570

163

Kern

March 22, 1974

4832

519

Los Angeles

March 22, 1974

D6209

133

Monterey

March 22, 1974

902

City and County of San Francisco

March 22, 1974

B866

907

San Joaquin

March 22, 1974

3856

San Mateo

March 22, 1974

6574

611

Santa Clara

March 22, 1974

815

125

Solano

March 22, 1974

1974

11482

Sonoma

March 22, 1974

2847

542

Tulare

March 22, 1974

3166

315

Ventura

November 15, 1983

Doc. No. 130193

Yuba

March 22, 1974

571

423

Twenty-fifth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

June 20, 1975

4007

676

Butte

June 20, 1975

1995

455

Contra Costa

June 20, 1975

7543

Fresno

June 20, 1975

6447

Glenn

June 20, 1975

587

128

Kern

June 20, 1975

4901

154

Los Angeles

June 20, 1975

D6698

184

Monterey

June 20, 1975

985

335

City and County of San Francisco

June 20, 1975

C30

188

San Joaquin

June 20, 1975

3996

258

San Mateo

June 20, 1975

6872

Santa Clara

June 20, 1975

B474

219

Solano

June 20, 1975

1975

25377

Sonoma

June 20, 1975

2970

761

Tulare

June 20, 1975

3249

Ventura

November 15, 1983

Doc. No. 130195

Yuba

June 20, 1975

595

695

C-10

Twenty-sixth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

June 10, 1976

4397

342

Butte

June 10, 1976

2077

441

Contra Costa

June 10, 1976

7896

746

Fresno

June 11, 1976

6608

364

Glenn

June 10, 1976

600

137

Kern

June 11, 1976

4960

1166

Los Angeles

June 10, 1976

10257

734

Monterey

June 10, 1976

1060

798

City and County of San Francisco

June 10, 1976

C184

San Joaquin

June 10, 1976

4136

San Mateo

June 10, 1976

7151

667

Santa Clara

June 10, 1976

C073

688

Solano

June 10, 1976

1976

31463

Sonoma

June 10, 1976

3089

913

Tulare

June 10, 1976

3326

626

Ventura

November 15, 1983

Doc. No. 130195

Yuba

June 10, 1976

616

512

Twenty-seventh Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

March 24, 1978

5312

Butte

March 24, 1978

2268

279

Fresno

March 27, 1978

6997

Glenn

March 24, 1978

626

594

Kern

March 24, 1978

5098

1124

Los Angeles

March 24, 1978

Doc. No. 78-310554

Monterey

March 24, 1978

1227

755

City and County of San Francisco

March 24, 1978

C538

664

San Joaquin

March 27, 1978

4377

286

San Mateo

March 24, 1978

7728

715

Santa Clara

March 24, 1978

D549

102

Solano

March 24, 1978

21803

Sonoma

March 24, 1978

3371

634

Tulare

March 27, 1978

3315

618

Ventura

November 15, 1983

Doc. No. 130196

Yuba

March 24, 1978

662

589

C-11

Twenty-eighth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

August 28, 1978

5551

Butte

August 28, 1978

2318

170

Fresno

August 28, 1978

7107

Glenn

August 28, 1978

633

666

Kern

August 28, 1978

5135

674

Los Angeles

August 28, 1978

Doc. No. 78-951209

Monterey

August 28, 1978

1270

1030

City and County of San Francisco

August 28, 1978

C631

740

San Joaquin

August 28, 1978

4442

141

San Mateo

August 28, 1978

7774

1709

Santa Clara

August 28, 1978

D914

715

Solano

August 28, 1978

71420

Sonoma

August 28, 1978

3445

337

Tulare

August 28, 1978

3566

Ventura

November 15, 1983

Doc. No. 130197

Yuba

August 28, 1978

675

331

Twenty-ninth Supplemental Indenture

County or

Volume of

Pages At Which

City and County

Date of Recordation

Official Records

Record Commences

Alameda

March 28, 1980

80-055698

Butte

March 28, 1980

2500

503

Fresno

March 31, 1980

7494

230

Glenn

March 31, 1980

663

509

Kern

March 28, 1980

5275

818

Los Angeles

March 31, 1980

Doc. No. 80-318971

Monterey

March 31, 1980

1399

636

City and County of San Francisco

March 28, 1980

C970

327

San Joaquin

March 31, 1980

80020795

San Mateo

March 28, 1980

7948

1952

Santa Clara

March 28, 1980

F233

366

Solano

March 28, 1980

23159

Sonoma

March 28, 1980

80-18782

Tulare

March 31, 1980

3753

500

Ventura

November 15, 1983

Doc. No. 130198

Yuba

March 28, 1980

722

625

Thirtieth Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

January 2, 1981

81-000002

Butte

January 2, 1981

81-113

2583-250

Fresno

January 2, 1981

401

7651-362

Glenn

January 2, 1981

0023

678-226

Kern

January 5, 1981

000286

5342-1512

Los Angeles

January 2, 1981

81-2293

Monterey

January 2, 1981

G00066

1456-551

C-12

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

City and County of San Francisco

December 31, 1980

D044298

D127-551

San Joaquin

January 2, 1981

81000191

San Mateo

January 2, 1981

0507AS

Santa Clara

January 2, 1981

6941984

F825-269

Solano

January 2, 1981

60 Pg. 90-156

Sonoma

January 2, 1981

81-000131

Tulare

January 2, 1981

189

3828-412

Ventura

November 15, 1983

130199

Yuba

January 2, 1981

7644

743-99

Thirty-first Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

May 4, 1982

82-064230

Butte

May 4, 1982

82-12318

2715-529

Fresno

May 3, 1982

37212

7901-572

Glenn

May 4, 1982

1908

704-299

Kern

May 3, 1982

40614

5456-1478

Los Angeles

May 3, 1982

82-445736

Monterey

May 3, 1982

G17137

1549-234

City and County of San Francisco

May 3, 1982

D198127

D392-276

San Joaquin

May 4, 1982

82022803

San Mateo

May 3, 1982

82035410

Santa Clara

May 3, 1982

7353398

Solano

May 3, 1982

15522

Pg. 26792

Sonoma

May 3, 1982

82-23083

Tulare

May 3, 1982

19242

3961-163

Ventura

November 15, 1983

130200

Yuba

May 3, 1982

10984

775-263

Thirty-second Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

October 13, 1983

83-191597

Butte

October 13, 1983

83-34081

2874-684

Fresno

October 13, 1983

83095135

Glenn

October 13, 1983

4435

733-446

Kern

October 13, 1983

041161

5597-658

Los Angeles

October 13, 1983

83-1208172

Monterey

October 13, 1983

G46236

1674-1194

City and County of San Francisco

October 13, 1983

D408975

San Joaquin

October 13, 1983

83074718

San Mateo

October 13, 1983

83112077

Santa Clara

October 13, 1983

780561

H980-717

Solano

October 13, 1983

45171

Pg 85369

Sonoma

October 13, 1983

83069362

Tulare

October 13, 1983

51515

4120-726

Ventura

October 13, 1983

117059

Ventura re-recorded

November 15, 1983

130202

Yuba

October 13, 1983

3764

810-614

C-13

Thirty-third Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

September 13, 1988

88-232083

Butte

September 13, 1988

88-031123

Fresno

September 13, 1988

88101543

Glenn

September 13, 1988

88-4023

Kern

September 13, 1988

31355

6162-1754

Los Angeles

September 13, 1988

88-1464893

Monterey

September 13, 1988

47561

2273-660

City and County of San Francisco

September 13, 1988

E243818

San Joaquin

September 13, 1988

88077190

San Mateo

September 13, 1988

88120443

Santa Clara

September 13, 1988

9833944

Solano

September 13, 1988

54422

1988-117737

Sonoma

September 13, 1988

88-77182

Tulare

September 13, 1988

58120

4745-662

Ventura

September 13, 1988

88-133327

Yuba

September 13, 1988

2818

Thirty-fourth Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

December 20, 1990

90-332019

Butte

December 20, 1990

90-054231

Fresno

December 20, 1990

90155101

Glenn

December 21, 1990

90-6395

Kern

December 20, 1990

85807

6468-709

Los Angeles

December 20, 1990

90-2094360

Monterey

December 20, 1990

73725

2589-678

City and County of San Francisco

December 20, 1990

E836831

F276-480

San Joaquin

December 20, 1990

90122496

San Mateo

December 20, 1990

90165083

Santa Clara

December 21, 1990

10758142

Solano

December 20, 1990

99015

1990

Sonoma

December 20, 1990

90-122784

Tulare

December 20, 1990

83069

Ventura

December 20, 1990

90-187399

Yuba

December 20, 1990

90-14553

Thirty-fifth Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

November 3, 1992

92-358477

Butte

November 3, 1992

92-050443

C-14

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Fresno

November 3, 1992

92167544

Glenn

November 3, 1992

92-5920

Kern

November 3, 1992

167635

6757-1488

Los Angeles

November 3, 1992

92-2022769

Monterey

November 3, 1992

78604

2867-956

City and County of San Francisco

November 3, 1992

F237077

San Joaquin

November 2, 1992

92127961

San Mateo

November 3, 1992

92180648

Santa Clara

November 3, 1992

11617179

Solano

November 3, 1992

101527

Sonoma

November 3, 1992

1992-137370

Tulare

November 3, 1992

92-081425

Ventura

November 3, 1992

92-198950

Yuba

November 3, 1992

92-13796

Thirty-sixth Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

June 9, 1993

93-202253

Butte

June 9, 1993

93-023408

Fresno

June 9, 1993

93086809

Glenn

June 10, 1993

93-2925

Kern

June 9, 1993

82236

6859-1043

Los Angeles

June 9, 1993

93-1098735

Monterey

June 9, 1993

38484

City and County of San Francisco

June 9, 1993

F371252

F896-0727

San Joaquin

June 9, 1993

93067318

San Mateo

June 9, 1993

93094357

Santa Clara

June 9, 1993

11944269

Solano

June 9, 1993

93-51895

Sonoma

June 9, 1993

93-71358

Tulare

June 9, 1993

93-040396

Ventura

June 9, 1993

93-104242

Yuba

June 9, 1993

93-06640

Thirty-seventh Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

September 28, 1993

93342967

Butte

September 28, 1993

93-041800

Fresno

September 28, 1993

93148269

Glenn

September 28, 1993

93-5140

Kern

September 28, 1993

140436

6915-188

Los Angeles

September 28, 1993

93-1891500

Monterey

September 28, 1993

66464

City and County of San Francisco

September 28, 1993

F456929

F973-511

San Joaquin

September 28, 1993

93111959

San Mateo

September 28, 1993

93164391

C-15

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Santa Clara

September 28, 1993

12128051

Solano

September 28, 1993

93-88880

1993

Sonoma

September 28, 1993

93-121864

Tulare

September 28, 1993

93-069108A

Ventura

September 28, 1993

93-181168

Yuba

September 28, 1993

93-11284

Thirty-eighth Supplemental Indenture

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Alameda

November 2, 1993

93390873

Butte

November 2, 1993

93-048806

Fresno

November 2, 1993

93170561

Glenn

November 2, 1993

93-5825

Kern

November 2, 1993

162046

6935-2210

Lake

March 19, 2009

2009004258

Los Angeles

November 2, 1993

93-2143052

Monterey

November 2, 1993

77734

City and County of San Francisco

November 2, 1993

F477371

F997-0471

San Joaquin

November 2, 1993

93129084

San Mateo

November 2, 1993

93188734

Santa Clara

November 2, 1993

12188841

Solano

November 2, 1993

1993-104293

1993

Sonoma

November 2, 1993

93-140937

Tulare

November 2, 1993

93-078948A

Ventura

November 2, 1993

92-208807

Yuba

November 2, 1993

93-12958

Memorandum of Indenture referencing the First through Thirty-eighth Supplemental Indentures

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

Marin

March 30, 2009

2009-0015722

The Company will record the Thirty-ninth through the Forty-eighth Supplemental Indentures in the offices of the Recorders of the following counties and city and county of the State of California hereinafter set forth as follows:

Thirty-ninth Supplemental Indenture, Fortieth Supplemental Indenture, Forty-first Supplemental Indenture, Forty-second Supplemental Indenture, Forty-third Supplemental Indenture, Forty-fourth Supplemental Indenture, Forty-fifth Supplemental Indenture, Forty-sixth Supplemental Indenture, Forty-seventh Supplemental Indenture and Forty-eighth Supplemental Indenture

C-16

EXHIBIT D

FORM OF PARENT GUARANTEE

GUARANTEE, dated as of (as amended from time to time, this “Guarantee”), made by California Water Service Group, a Delaware corporation (the “Guarantor”), in favor of U.S. Bank National Association, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 5.29% First Mortgage Bonds due 2022, Series GGG (collectively, the “Bonds”), of California Water Service Company, a California corporation (the “Issuer”).

WITNESSETH:

SECTION 1. Guarantee. (a) The Guarantor hereby fully, absolutely, irrevocably and unconditionally guarantees the due and punctual payment when due, whether at stated maturity, by acceleration, by notice of prepayment or otherwise, of the principal of, premium, if any, and interest on the Bonds (the “Obligations”), according to the terms of the Bonds and as more fully described in the Indenture dated as of April 1, 1928 (as amended, modified or otherwise supplemented from time to time, including the Thirty-ninth Supplemental Indenture and the Fortieth Supplemental Indenture, the “Indenture”), between the Issuer and the Trustee, and any other amounts payable by the Guarantor to the Holders under the Indenture. The Guarantor’s obligation to make payment on the Obligations may be satisfied by direct payment of the required full and final amounts by the Guarantor to the Holders or by causing the Issuer to pay such full and final amounts to the Holders.

(b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in the Obligations of the Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Bonds with respect thereto. The Guarantor assents to all the terms, covenants and conditions of the Bonds and the Indenture. The liability of the Guarantor under this Guarantee shall be full, absolute, irrevocable and unconditional irrespective of:

(a) any lack of validity, enforceability or genuineness of any provision of the Indenture, the Bonds or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture;

(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations;

(d) the recovery of any judgment against the Issuer, or by the levy of any writ or process of execution under such judgment, or by any action or proceedings taken by any Holder under the Indenture, the Bonds or the Guarantee for the enforcement thereof or hereof;

(e) the consolidation or merger of the Issuer with or into any other corporation or any sale, lease or other disposition of the Issuer’s properties as an entirety or substantially as an entirety to any other corporation;

(f) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Bonds to be performed or observed by the Issuer;

D-1

(g) the extension of time for the payment by the Issuer of any portion of the Obligations (other than an extension of time for payment of Obligations that results from the extension of any interest payment period on the Bonds as provided in the Indenture), or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Bonds;

(h) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Bonds, or any action on the part of the Issuer granting indulgence or extension of any kind;

(i) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;

(j) any invalidity of, or defect or deficiency in, the Bonds;

(k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or

(l) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation) and any other act or delay or failure to act, or by any other thing, which may or might in any manner or to any extent vary the risk of the Guarantor, it being the intent of this Section 2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 3. Subordination. The Guarantor covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor ranking (a) pari passu with all existing and future senior indebtedness of the Guarantor and (b) senior in right of payment to all existing and future subordinated indebtedness of the Guarantor.

SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby irrevocably waives promptness, diligence, notice of acceptance, notice of nonpayment, notice of dishonor, notice of redemption, notice of Event of Default and any other notice with respect to this Guarantee, presentment, demand for payment or protest and all other demands and related notices, and any requirement that the Trustee, or the Holders of any Bonds protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral.

(b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Bonds against the Issuer or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Bonds and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising.

(c) Guarantor further waives any and all rights and defenses that Guarantor may have because Issuer’s debt is secured by real property; this means, among other things, that: (1) Guarantor waives any such defenses that may arise out of an election of remedies by Trustee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (2) Trustee may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Issuer; (3) if Trustee forecloses on any real property collateral pledged by Issuer,

D-2

then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Trustee may collect from Guarantor even if Trustee, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Issuer. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Issuer’s debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

(d) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.

SECTION 5. Rights of Holders. The Guarantor expressly acknowledges that: (i) this Guarantee will be deposited with the Trustee to be held for the benefit of the Holders; (ii) the Trustee has the right to enforce this Guarantee on behalf of the Holders; and (iii) the Holders of a majority in principal amount of the Bonds have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Trustee under this Guarantee.

SECTION 6. Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Bonds and that the Guarantor shall be liable as principal and as debtor hereunder to pay the Obligations pursuant to the terms of this Guarantee.

SECTION 7. No Waiver; Remedies. No failure on the part of the Trustee or any Holder of the Bonds to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 8. Guarantee of Payment; Continuing Guarantee; Transfer of Interest. This Guarantee creates a guarantee of payment. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the earliest to occur of (i) the date, if any, on which the Guarantor shall consolidate with or merge into the Issuer or any successor thereto, (ii) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor, and (iii) final payment in full of the Obligations, (b) be binding upon the Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by any Holder of Bonds, the Trustee, and by their respective successors, transferees, and assigns.

SECTION 9. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Holder of the Bonds or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.

SECTION 10. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any Holder of the Bonds; provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Bonds, the prior written consent of the Trustee (in the case of (b), acting at the written direction of the Holders of a majority in aggregate principal amount of Bonds) shall be required; provided, further, however, that the Guarantor shall provide a copy of any such amendment to the Trustee.

SECTION 11. Governing Law. This Guarantee shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the Trust Indenture Act of 1939, as amended, shall be applicable.

D-3


		CALIFORNIA WATER SERVICE COMPANY

		By:		/s/ Calvin L. Breed

		Name:		Calvin L. Breed

		Title:		Assistant Secretary


		U.S. BANK NATIONAL ASSOCIATION, as Trustee

		By:		/s/ Claude Acoba

		Name:		Claude Acoba

		Title:		Vice President


	CALIFORNIA WATER SERVICE GROUP, as Guarantor
	By:
			Name:
			Title:


	Page
ARTICLE V MISCELLANEOUS		10

SECTION 5.01. Notice		10

SECTION 5.02. Amendment and Supplement		10

SECTION 5.03. Conflicts		10

SECTION 5.04. Governing Law		10

SECTION 5.05. Counterparts		10

SECTION 5.06. Ratification		10

SECTION 5.07. Severability		10

SECTION 5.08. Trustee and Supplemental Indenture		11


Exhibits

EXHIBIT A	-	FORM OF SERIES GGG BONDS

EXHIBIT B	-	RECORDATION OF RESIGNATIONS

EXHIBIT C	-	RECORDATION OF FIRST THROUGH FORTY-EIGHTH SUPPLEMENTAL INDENTURES

EXHIBIT D	-	FORM OF PARENT GUARANTEE