EX-4.1 2 d211827dex41.htm EX-4.1 EX-4.1

Exhibit 4.1

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

U.S. BANK NATIONAL ASSOCIATION

633 W. FIFTH STREET, 24th FLOOR

LOS ANGELES, CA 90071

ATTN: GLOBAL CORPORATE TRUST

Index as a UCC Filing and an Indenture

This is a Security Agreement and a Mortgage of Chattels

as well as a Mortgage of Real Estate and Other Property

SEVENTY-FIRST SUPPLEMENTAL INDENTURE

FROM

SAN DIEGO GAS & ELECTRIC COMPANY

TO

U.S. BANK NATIONAL ASSOCIATION, as Trustee

****************

Dated as of August 13, 2021

THIS SEVENTY-FIRST SUPPLEMENTAL INDENTURE IS A SECURITY

AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS

A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY

THIS SEVENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of August 13, 2021, by and between SAN DIEGO GAS & ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, having its principal office in that State in the City of San Diego (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a banking association duly organized under an act known as the “National Bank Act,” of the United States of America, having a corporate trust office in the City of Los Angeles, State of California, as Trustee (the “Trustee”).

WHEREAS, the Company executed and delivered a Mortgage and Deed of Trust (the “Original Indenture”), dated July 1, 1940, to The Bank of California, National Association, as predecessor trustee to Bankers Trust Company of California, National Association, as predecessor trustee to First Trust of California, National Association, (subsequently renamed U.S. Bank Trust National Association) as predecessor trustee to the Trustee, to secure payment of the principal of and the interest on all bonds of the Company at any time outstanding thereunder according to their tenor and effect, and to provide the terms and provisions with respect to its First Mortgage Bonds, 3 3/8% Series due July 1, 1970, issued in the aggregate principal amount of $16,000,000 and heretofore retired; and

WHEREAS, the Company executed and delivered to the then current trustee, a First Supplemental Indenture dated as of December 1, 1946, a Second Supplemental Indenture dated as of March 1, 1948, a Third Supplemental Indenture dated as of April 1, 1952, a Fourth Supplemental Indenture dated as of April 1, 1954, a Fifth Supplemental Indenture dated as of October 1, 1955, a Sixth Supplemental Indenture dated as of October 1, 1957, a Seventh Supplemental Indenture dated as of October 1, 1960, an Eighth Supplemental Indenture dated as of March 1, 1967, a Tenth Supplemental Indenture dated as of December 1, 1968, an Eleventh Supplemental Indenture dated as of February 1, 1970, a Twelfth Supplemental Indenture dated as of September 1, 1971, a Thirteenth Supplemental Indenture dated as of January 15, 1974, a Fourteenth Supplemental Indenture dated as of December 15, 1974, a Fifteenth Supplemental Indenture dated as of May 1, 1975, a Seventeenth Supplemental Indenture dated as of July 15, 1976, an Eighteenth Supplemental Indenture dated as of March 15, 1977, a Nineteenth Supplemental Indenture dated as of May 1, 1978, a Twentieth Supplemental Indenture dated as of March 15, 1980, a Twenty-First Supplemental Indenture dated as of August 1, 1980, a Twenty-Second Supplemental Indenture dated as of July 15, 1981, a Twenty-Third Supplemental Indenture dated as of January 15, 1982, a Twenty-Fourth Supplemental Indenture dated as of August 16, 1982, a Twenty-Fifth Supplemental Indenture dated as of August 16, 1982, a Twenty-Sixth Supplemental Indenture dated as of August 16, 1982, a Twenty-Seventh Supplemental Indenture dated as of June 1, 1983, a Twenty-Eighth Supplemental Indenture dated as of July 15, 1983, a Twenty-Ninth Supplemental Indenture dated as of September 1, 1983, a Thirty-First Supplemental Indenture dated as of May 1, 1984, a Thirty-Second Supplemental Indenture dated as of December 1, 1984, a Thirty-Third Supplemental Indenture dated as of September 1, 1985, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1985, a Thirty-Fifth Supplemental Indenture dated as of July 1, 1986, a Thirty-Sixth Supplemental Indenture dated as of December 1, 1986, a Thirty-Seventh Supplemental Indenture dated as of September 1, 1987, a Thirty-Eighth Supplemental Indenture dated as of April 15, 1990, a Thirty-Ninth Supplemental Indenture dated as of December 1, 1991, a Fortieth Supplemental Indenture dated as of April 1, 1992, a Forty-First Supplemental Indenture dated as of June 15, 1992, a Forty-Second Supplemental Indenture dated as of September 1, 1992, a Forty-Third Supplemental Indenture dated as of December 1, 1992, a Forty-Fourth Supplemental Indenture dated as of April 1, 1993, a Forty-Fifth Supplemental Indenture dated as of June 1, 1993, a Forty-Sixth Supplemental Indenture dated as of July 1, 1993, a Forty-Seventh Supplemental Indenture dated as of June 1, 1995, a Forty-Eighth Supplemental Indenture dated as of June 1, 1995, a Forty-Ninth Supplemental Indenture dated as of June 1, 2004, a Fiftieth Supplemental Indenture dated as of May 19, 2005, a Fifty-First Supplemental Indenture dated as of November 17, 2005, a Fifty-Second Supplemental Indenture dated as of June 8, 2006, a Fifty-Third Supplemental Indenture dated as of September 1, 2006, a Fifty-Fourth Supplemental Indenture dated as of September 20, 2007, a Fifty-Fifth Supplemental Indenture dated as of May 14, 2009, a Fifty-Sixth Supplemental Indenture dated as of May 13, 2010, a Fifty-Seventh Supplemental Indenture dated as of August 26, 2010, a Fifty-Eighth Supplemental Indenture dated as of August 18, 2011, a Fifty-Ninth Supplemental Indenture dated as of October 6, 2011, a Sixtieth Supplemental Indenture dated as of November 17, 2011, a Sixty-First Supplemental Indenture dated as of March 22, 2012, a Sixty-Second Supplemental Indenture dated as of September 9, 2013, a Sixty-Third Supplemental Indenture dated as of March 12,

2015, a Sixty-Fourth Supplemental Indenture dated as of March 12, 2015, a Sixty-Fifth Supplemental Indenture dated May 19, 2016, a Sixty-Sixth Supplemental Indenture dated as of June 8, 2017, a Sixty-Seventh Supplemental Indenture dated as of May 17, 2018, a Sixty-Eighth Supplemental Indenture dated as of May 31, 2019, a Sixty-Ninth Supplemental Indenture dated as of April 7, 2020 and a Seventieth Supplemental Indenture dated as of September 28, 2020, whereby, among other things, the Company set forth certain of the particulars of the Bonds of series designated “First Mortgage Bonds, 2 3/4% Series due December 1, 1981” issued in the aggregate principal amount of $2,800,000, “First Mortgage Bonds, Series C due 1978” issued in the aggregate principal amount of $10,000,000, “First Mortgage Bonds, Series D due 1982” issued in the aggregate principal amount of $12,000,000, “First Mortgage Bonds, Series E due 1984” issued in the aggregate principal amount of $17,000,000, “First Mortgage Bonds, Series F due 1985” issued in the aggregate principal amount of $18,000,000, “First Mortgage Bonds, Series G due 1987” issued in the aggregate principal amount of $12,000,000, “First Mortgage Bonds, Series H due 1990” issued in the aggregate principal amount of $30,000,000, “First Mortgage Bonds, Series I due 1997” issued in the aggregate principal amount of $25,000,000, “First Mortgage Bonds, Series J due 1998” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series K due 2000” issued in the aggregate principal amount of $40,000,000, “First Mortgage Boards, Series L due 2001” issued in the aggregate principal amount of $45,000,000, “First Mortgage Bonds, Series M due 2004” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series N due 1979” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series O due 1982” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series P due 2006” issued in the aggregate principal amount of $45,000,000, “First Mortgage Bonds, Series Q due 2007” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series R due 2008” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series S due 2010” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series T due 2010” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series U-1 due 1984, and U-2 due 1994” issued in the aggregate principal amount of $6,567,000 for Series U-1 and $13,268,000 for Series U-2, “First Mortgage Bonds, Series V due 2011” issued in the aggregate amount of $50,000,000, “First Mortgage Bonds, Series W due 1988” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series X due 1987” issued in the aggregate principal amount of $20,000,000, “First Mortgage Bonds, Series Y due 1987” issued in the aggregate principal amount of $15,000,000, “First Mortgage Bonds, Series Z, due 2013” issued in the aggregate principal amount of $65,000,000, “First Mortgage Bonds, Series AA, due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series BB, due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series CC, due 2008” issued in the aggregate principal amount of $53,000,000, “First Mortgage Bonds Series DD, due 2008” issued in the aggregate principal amount of $27,000,000, “First Mortgage Bonds, Series EE, due 2015” issued in the aggregate principal amount of $100,000,000, “First Mortgage Bonds, Series FF, due 2007” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series GG, due 2021” issued in the aggregate principal amount of $44,250,000, “First Mortgage Bonds, Series HH, due 2021” issued in the aggregate principal amount of $81,350,000, “First Mortgage Bonds, Series II due 2023” issued in the aggregate principal amount of $25,000,000, “First Mortgage Bonds, Series JJ, due 2015” issued in the aggregate principal amount of $100,000,000, “First Mortgage Bonds, Series KK, due 2015” issued in the aggregate principal amount of $14,400,000, “First Mortgage Bonds, Series LL, due 2022” issued in the aggregate principal amount of $60,000,000, “First Mortgage Bonds, Series MM due 2002” issued in the aggregate principal amount of $80,000,000, “First Mortgage Bonds, Series NN” issued in the aggregate principal amount of $118,615,000, “First Mortgage Bonds, Series OO due 2027” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series PP, due 2018” issued in the aggregate principal amount of $70,795,000, “First Mortgage Bonds, Series QQ, due 2018” issued in the aggregate principal amount of $14,915,000, “First Mortgage Bonds, Series RR, due 2021” issued in the aggregate principal amount of $60,000,000, “First Mortgage Bonds, Series SS, due 2018” issued in the aggregate principal amount of $92,945,000, “First Mortgage Bonds, Series TT due 2020” issued in the aggregate principal amount of $57,650,000, “First Mortgage Bonds, Series UU due 2020” issued in the aggregate principal amount of $16,700,000, “First Mortgage Bonds, Series VV due 2034” issued in the aggregate principal amount of $43,615,000, “First Mortgage Bonds, Series WW due 2034” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series XX due 2034” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series YY due 2034” issued in the aggregate principal amount of $24,000,000, “First Mortgage Bonds, Series ZZ due 2034” issued in the aggregate principal amount of $33,650,000, “First Mortgage Bonds, Series AAA due 2039” issued in the aggregate principal amount of $75,000,000, “First Mortgage Bonds, Series BBB due 2035” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series CCC due 2015” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series DDD due 2026” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series EEE due 2018” issued in the aggregate principal amount of $161,240,000, “First Mortgage Bonds, Series FFF due 2037” issued in the aggregate principal amount of

 

2

$250,000,000, “First Mortgage Bonds, Series GGG due 2039” issued in the aggregate principal amount of $300,000,000, “First Mortgage Bonds, Series HHH due 2040” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series III due 2040” issued in the aggregate principal amount of $500,000,000, “First Mortgage Bonds, Series JJJ due 2021” issued in the aggregate principal amount of $350,000,000, “First Mortgage Bonds, Series LLL due 2041” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series MMM due 2042” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series NNN due 2023” issued in the aggregate principal amount of $450,000,000, “Floating Rate First Mortgage Bonds, Series OOO due 2017” issued in the aggregate principal amount of $140,000,000, “Amortizing First Mortgage Bonds, Series PPP due 2022” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series QQQ due 2026” issued in the aggregate principal amount of $500,000,000, “First Mortgage Bonds, Series RRR due 2047” issued in the aggregate principal amount of $400,000,000, “First Mortgage Bonds, Series SSS due 2048” issued in the aggregate principal amount of $400,000,000, “First Mortgage Bonds, Series TTT due 2049” issued in the aggregate principal amount of $400,000,000, “First Mortgage Bonds, Series UUU due 2050” issued in the aggregate principal amount of $400,000,000 and “First Mortgage Bonds, Series VVV due 2030” issued in the aggregate principal amount of $800,000,000, respectively, all of which First Mortgage Bonds have heretofore been retired or redeemed, except the Series BBB due 2035, the Series DDD due 2026, the Series FFF due 2037, the Series GGG due 2039, the Series HHH due 2040, the Series III due 2040, the Series JJJ due 2021, the Series LLL due 2041, the Series MMM due 2042, the Series NNN due 2023, the Series PPP due 2022, the Series QQQ due 2026, the Series RRR due 2047, the Series SSS due 2048, the Series TTT due 2049, the Series UUU due 2050 and the Series VVV due 2030, which are presently issued and outstanding; and

WHEREAS, certain of the provisions of the Original Indenture have been amended by the aforesaid Second and Tenth Supplemental Indentures, a Ninth Supplemental Indenture dated as of August 1, 1968 and a Sixteenth Supplemental Indenture dated August 28, 1975; and

WHEREAS, the Original Indenture and each of said Supplemental Indentures have been recorded in the Official Records of the Recorders of the Counties of San Diego, Orange, Riverside, and Imperial in the State of California, the Counties of Yuma and Maricopa in the State of Arizona and the County of Clark in the State of Nevada, as follows:

 

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

   Book    1087    1062    1765    1369
Original    Page    1    300    364    232
Indenture    Date    Oct. 10, 1940    Oct. 10, 1940    July 13, 1955    Nov. 22, 1974
First    Book    2321    1506    1765    1369
Supplemental    Page    48    472    499    332
Indenture    Date    Jan. 2, 1947    Jan. 9, 1947    July 13, 1955    Nov. 22, 1974
Second    Book    2537    1616    1765    1369
Supplemental    Page    363    190    448    343
Indenture    Date    Mar. 16, 1948    Mar. 15, 1948    July 13, 1955    Nov. 22, 1974
Third    Book    4424    2311    1765    1369
Supplemental    Page    535    116    475    370
Indenture    Date    Apr. 3, 1952    Apr. 3, 1952    July 13, 1955    Nov. 22, 1974
Fourth    Book    5193    2701    1765    1369
Supplemental    Page    217    153    336    409
Indenture    Date    Apr. 2, 1954    Apr. 2, 1954    July 13, 1955    Nov. 22, 1974
Fifth    Book    5893    3304    1829    2369
Supplemental    Page    291    205    3    456
Indenture    Date    Dec. 5, 1955    Dec. 5, 1955    Dec. 5, 1955    Nov. 22, 1974
Sixth    Book    6829    4099    2175    1369
Supplemental    Page    390    109    538    492
Indenture    Date    Nov. 12, 1957    Nov. 12, 1957    Nov. 12, 1957    Nov. 22, 1974

 

3

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

Seventh    Book    1960 Series 1    5455    2780    1369
Supplemental    Page    File No. 202061    385    3    541
Indenture    Date    Oct. 10, 1960    Oct. 10, 1960    Oct. 10, 1960    Nov. 22, 1974
Eighth    Book    1967 Series 8    8197    Endorsement    1369
Supplemental    Page    File No. 33860    129    No. 20925    618
Indenture    Date    Mar. 13, 1967    Mar. 13, 1967    Mar. 13, 1967    Nov. 22, 1974
Ninth    Book    1968 Series 9    8691       1369
Supplemental    Page       69       694
Indenture    Doc. No.    138926    9816    78781   
   Date    Aug. 14, 1968    Aug. 14, 1968    Aug. 14, 1968    Nov. 22, 1974
Tenth    Book    1968 Series 9    8810    Endorsement    1369
Supplemental    Page       375    No. 119982    706
Indenture    Doc. No.    215131         
   Date    Dec. 9, 1968    Dec. 9, 1968    Dec. 9, 1968    Nov. 22, 1974
Eleventh    Book    1970    9217    Endorsement    1369
Supplemental    Page       516    No. 14780    725
Indenture    Doc. No.    27782         
   Date    Feb. 16, 1970    Feb. 16, 1970    Feb. 16, 1970    Nov. 22, 1974
Twelfth    Book    File/Page    9810    Endorsement    1369
Supplemental    Page    No. 212688    539    No. 106508    744
Indenture    Date    Sept. 20, 1971    Sept. 20, 1971    Sept. 20, 1971    Nov. 22, 1974
Thirteenth    Book    File/Page    11055    Endorsement    1369
Supplemental    Page    No. 74-006878    1    No. 3853    763
Indenture    Date    Jan. 10, 1974    Jan. 10, 1974    Jan. 10, 1974    Nov. 22, 1974
Fourteenth    Book    File/Page    11303    Endorsement    1369
Supplemental    Page    No. 74-322156    458    No. 157219    1689
Indenture    Date    Dec. 11, 1974    Dec. 11, 1974    Dec. 11, 1974    Dec. 11, 1974
Fifteenth    Book    File/Page    11395    Instrument    1374
Supplemental    Page    No. 755-108612    1879    No. 52617    809
Indenture    Date    May 7, 1975    May 7, 1975    May 7, 1975    May 7, 1975
Sixteenth    Book    File/Page    11500    Instrument    1378
Supplemental    Page    No. 75-235624    1620    No. 107732    952
Indenture    Date    Sept. 2, 1975    Sept. 2, 1975    Sept. 3, 1975    Sept. 2, 1975
Seventeenth    Book    File/Page    11815    Instrument    1389
Supplemental    Page    No. 76-224493    640    No. 103484    687
Indenture    Date    July 16, 1976    July 16, 1976    July 16, 1976    July 16, 1976
Eighteenth    Book    File/Page    12110    Instrument    1398
Supplemental    Page    No. 77-100483    58    No. 45619    1675
Indenture    Date    Mar. 18, 1977    Mar. 18, 1977    Mar. 18, 1977    Mar. 18, 1977
Nineteenth    Book    File/Page    12672    Instrument    1415
Supplemental    Page    No. 78-194210    1803-1822    No. 94450    1638
Indenture    Date    May 12, 1978    May 12, 1978    May 12, 1978    May 12, 1978
Twentieth    Book    File/Page    13530    Instrument    1448
Supplemental    Page    No. 80-082569    722    No. 47195    1221
Indenture    Date    Mar. 11, 1980    Mar. 11,1980    Mar. 11, 1980    Mar. 11, 1980

 

4

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

Twenty-First    Book    File/Page    13687    Instrument    1455
Supplemental    Page    No. 80-245100    349    No. 139349    1660
Indenture    Date    Aug. 1, 1980    Aug. 1, 1980    Aug. 1, 1980    Aug. 1, 1980
Twenty-Second    Book    File/Page    Instrument    Instrument    1472
Supplemental    Page    No. 81-22576    No. 24605    No. 135815    508
Indenture    Date    July 17, 1981    July 17, 1981    July 17, 1981    July 17, 1981
Twenty-Third    Book    File/Page    Instrument    Instrument    1479
Supplemental    Page    No. 82-02387    No. 82-031423    No. 16093    1714
Indenture    Date    Jan. 27, 1982    Jan. 27, 1982    Jan. 27, 1982    Jan. 27, 1982
Twenty-Fourth    Book    File/Page    File/Page    File/Page    1489
Supplemental    Page    No. 82-257258    No. 82-291894    No. 82/143370212   
Indenture    Date    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982
Twenty-Fifth    Book    File/Page    File/Page    File/Page    1489
Supplemental    Page    No. 82-257259    No. 82-291895    No. 82-143371    236
Indenture    Date    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982
Twenty-Sixth    Book    File/Page    File/Page    File/Page    1489
Supplemental    Page    No. 82-257260    No. 82-291896    No. 82/143372260   
Indenture    Date    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982    Aug. 19, 1982
Twenty-Seventh    Book    File/Page    File/Page    File/Page    1503
Supplemental    Page    No. 83-200545    No. 83-253901    No. 118670    743
Indenture    Date    June 15, 1983    June 15, 1983    June 15, 1983    June 15, 1983
Twenty-Eighth    Book    File/Page    File/Page    File/Page    1505
Supplemental    Page    No. 83-252396    No. 83-316224    No. 147671    583
Indenture    Date    July 22, 1983    July 22, 1983    July 22, 1983    July 22, 1983
Twenty-Ninth    Book    File/Page    File/Page    File/Page    1508
Supplemental    Page    No. 83-339007    No. 83-417956    194083    1425
Indenture    Date    Sept. 22, 1983    Sept. 22, 1983    Sept. 22, 1983    Sept. 22, 1983
         

Counties of

          
    

Official

Records

   

Yuma

   

Maricopa

          
Thirtieth               
Supplemental               
Indenture    Book    Docket 1352    File No.      
Consisting of    Page    272-1002    83-399354      
Original and    Book    Docket 1353         
Twenty-Nine    Page    1-264         
Supplemental    Date    Sept. 28, 1983    Oct. 3, 1983      
Indentures thereto               

 

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Thirty-First    Book    File/Page    File/Page    File/Page    1520    Docket    File No.
Supplemental    Page    84-161897    84-180870    92011    1552    1382    84-186813
Indenture    Date    5/2/84    5/2/84    5/2/84    4/30/84    743-761    5/2/84
         4/30/84            

 

5

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Thirty-Second    Book    File/Page    File/Page    File/Page    1533    Docket    File No.
Supplemental    Page    84-466428    84-517843    267452    753    1413    84-537706

Indenture

    Date    12/14/84    12/14/84    12/14/84    12/14/84    216-235    12/14/84
                  12/14/84   
Thirty-Third    Book    File/Page    File/Page    File/Page    1546    Docket    File No.
Supplemental    Page    85-323210    85-333505    198810    708    1450    85-418309
Indenture    Date    9/4/85    9/4/85    9/4/85    9/4/85    816    9/4/85
                  9/4/85   
Thirty-Fourth    Book    File/Page    File/Page    File/Page    1550    Docket    File No.
Supplemental    Page    85-42465    85-481794    270136    1573    1463    85-568874
Indenture    Date    12/2/85    12/2/85    12/2/85    12/3/85    215    12/2/85
                  12/3/85   
Thirty-Fifth    Book    File/Page    File/Page    File/Page    1562    Docket    File No.
Supplemental    Page    86-279922    86-290957    158161    549    1491    86-347412
Indenture    Date    7/8/86    7/8/86    7/8/86    7/8/86    639-657    7/8/86
                  7/8/86   
Thirty-Sixth    Book    File/Page    File/Page    File/Page    1571    Docket    File/Page
Supplemental    Page    86-576027    86-606666    314771    240    1512    86-680502
Indenture    Date    12/10/86    12/10/86    12/10/86    12/10/86    5-24    12/10/86
                  12/10/86   
Thirty-    Book    File/Page    File/Page    File/Page    1588    Docket    File/Page
Seventh    Page    87-532270    87-530266    273181    844    1555    87-585903
Supplemental    Date    9/21/87    9/21/87    9/21/87    9/21/87    844    9/21/87
Indenture                   9/21/87   
Thirty-Eighth    Book    File/Page    File/Page    File/Page    1646    Docket    File/Page
Supplemental    Page    90-217585    90-212277    146794    1280    1686    90-176460
Indenture    Date    4/23/90    4/23/90    4/23/90    4/23/90    92-120    4/23/90
                  4/23/90   
Thirty-Ninth    Book    File/Page    File/Page    File/Page    1687    Docket    File/Page
Supplemental    Page    91-632073    91-674397    425578    743    1771    91-0574751
Indenture    Date    12/09/91    12/09/91    12/09/91    12/09/91    711-728    12/09/91
                  12/09/91   
Fortieth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    92-185636    92-202372    115201    92-06577    1790    92-0169646
Indenture    Date    4/1/92    4/1/92    4/1/92    4/1/92    954-970    4/1/92
                  4/1/92   
Forty-First    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    92-0363471    92-393790    214904    92-011833    1804    92-0317072
Indenture    Date    6/11/92    6/11/92    6/11/92    6/11/92    73-88    6/11/92
                  6/11/92   
Forty-Second    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    92-0650893    92-692066    384167    92-21988    1824    92-0575062
Indenture    Date    10/13/92    10/13/92    10/13/92    10/13/92    670-689    10/13/92
                  10/13/92   
Forty-Third    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    92-0788665    92-845626    471625    92-27082    1834    92-0700568
Indenture    Date    12/9/92    12/10/92    12/10/92    12/9/92    187-206    12/9/92
                  12/9/92   

 

6

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Forty-Fourth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    93-0257065    93-0277892    153382    93-009487    1859 Fee 09300    93-0246725
Indenture    Date    4/27/93    4/27/93    4/27/93    4/27/93    4/27/93    4/26/93
Forty-Fifth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    93-0395609    93-0420127    239922    93-14224    Fee 14413    93-0403060
Indenture    Date    6/23/93    6/23/93    6/23/93    6/23/93    6/23/93    6/23/93
Forty-Sixth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    93-0474705    93-0496100    288868    93-17399    Fee 17163    93-0487598
Indenture    Date    7/26/93    7/26/93    7/27/93    7/27/93    7/27/93    7/27/93
Forty-Seventh    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    95-0230457    95-0232951    175604    95-11739    246-264    95-0313576
Indenture    Date    6/01/95    6/01/95    6/01/95    6/01/95    6/01/95    6/01/95
Forty-Eighth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    95-0230458    95-0232952    175605    95-11740    265-284    95-0313577
Indenture    Date    6/01/95    6/01/95    6/01/95    6/01/95    6/01/95    6/01/95
Forty-Ninth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    05-00384477    04-683110    04-0766976    04-021901    04-29663    04-941699
Indenture    Date    1/14/05    7/28/04    9/28/04    7/15/04    8/16/04    8/13/04
Fiftieth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20050441722    2005000405730    20050145832    019964    200522373    20050711918
Indenture    Date    5/25/05    5/26/05    5/25/05    5/25/05    5/25/05    5/27/05
Fifty-First    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20051016267    2005000945695    20050981667    2006005449    200553032    20051852692
Indenture    Date    11/23/05    11/28/05    11/29/05    1/30/06    12/2/05    12/7/05
Fifty-Second    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2006-0413693    2006000404447    2006-0422620    2006-032418    2006-23999    2006-0802735
Indenture    Date    6/12/06    6/16/06    6/12/06    7/11/06    6/12/06    6/14/06
Fifty-Third    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2006-0683713    2006000643109    713252    06-46145    2006-39635    20061310143
Indenture    Date    9/26/06    9/27/06    9/27/06    9/28/06    9/29/06    10/3/06
Fifty-Fourth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2007-0625504    2007000581227    2007-0600369    2007-036497    2007-33238    2007-1062404
Indenture    Date    9/25/07    9/25/07    9/25/07    9/25/07    9/25/07    9/26/07
Fifty-Fifth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2009-0320954    2009000305886    2009-0311041    2009-017587    16744    20090542104
Indenture    Date    6/12/09    6/12/09    6/18/09    6/12/09    6/15/09    6/15/09
Fifty-Sixth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2010-0252569    2010000239342    2010-0235807    2010-012850    2010-12687    20100431348
Indenture    Date    5/20/10    5/21/10    5/21/10    5/21/10    5/21/10    5/21/10

 

7

         

Counties of

Document

   

Official

Records

   

San Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Fifty-Seventh    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2010-0490784    2010000458947    2010-0443991    2010-023359    2010-22669    20100800415
Indenture    Date    9/16/10    9/16/10    9/16/10    9/16/10    9/16/10    9/16/10
Fifty-Eighth    Book    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    2011-0503399    2011000478379    2011-0432021    2011-023234    2011-21920    20110802020
Indenture    Date    09/28/11    09/28/11    09/29/11    09/28/11    09/28/11    09/28/11

 

Document

   

Official

Records

   

County of Clark

               

Fifty-Ninth

Supplemental

Indenture

including the

Original

Indenture and

fifty-eight prior

supplemental

indentures

thereto

   

Book

Page

Date

   

File/Page

201110120001817

10/12/11

         

 

         

Counties of

Document

   

Official

Records

   

Clark

   

San

Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Sixtieth    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    201112010001775    2011-0643662    2011000611302    2011-0529988    2011-028759    2011-26889    20110993917
Indenture    Date    12/1/2011    12/1/11    12/1/11    12/1/11    12/1/11    12/1/11    12/1/11
Sixty-First    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20120410 000789    2012-0207656    20120020 0917    2012-0163282    2012-007887    2012-08966    20120296804
Indenture    Date    4/10/12    4/10/12    4/10/12    4/10/12    4/10/12    4/10/12    4/10/12
Sixty-Second    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    201309300001532    2013-0592759    2013000559137    0466671    2013022171    2013-26910    20130866250
Indenture    Date    9/30/13    9/30/13    9/30/13    9/26/13    9/26/13    9/30/13    9/30/13
Sixty-Third    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20150318-0000267    2015-0125062    2015000137709    2015-0105656    2015005389    2015-06017    2015-0308470
Indenture    Date    3/18/2015    3/18/2015    3/18/15    3/17/2015    3/20/2015    3/20/2015    5/01/15
Sixty-Fourth    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20150318-0000268    2015-0125063    2015000137710    2015-0105657    2015005397    2015-06018    2015-0308471
Indenture    Date    3/18/2015    3/18/2015    3/18/2015    3/17/2015    3/20/15    3/20/2015    5/01/15
Sixty-Fifth    Book    File/Page    File/Page    File/Page    File/Page    Book/Page    Docket    File/Page
Supplemental    Page    20160525-0000179    2016-0255036    2016000231993    2016-0218234    2016010377    2016-12517    2016-0355233
Indenture    Date    5/25/2016    5/25/2016    5/24/2016    5/27/2016    6/1/2016    5/25/2016    5/24/2016

 

8

         

Counties of

Document

   

Official

Records

   

Clark

   

San

Diego

   

Orange

   

Riverside

   

Imperial

   

Yuma

   

Maricopa

Sixty-Sixth Supplemental Indenture   

Book

Page

Date

   

File/Page

20170612-0000678

6/12/2017

   

File/Page

2017-0261951

6/12/2017

   

File/Page

2017000238610

6/12/2017

   

File/Page

2017-0233575

6/12/2017

   

Book/Page

2017013517

6/15/2017

   

Docket

2017-15226

6/14/2017

   

File/Page

2017-0429520

6/13/2017

Sixty-Seventh Supplemental Indenture   

Book

Page

Date

   

File/Page

20180522-0000994

5/22/2018

   

File/Page

2018-0206641

5/22/2018

   

File/Page

2018000188655

5/23/2018

   

File/Page

2018-0203756

5/22/2018

   

Book/Page

2018009579

5/29/2018

   

Docket

2018-15182

6/12/2018

   

File/Page

2018-0390726

5/22/2018

Sixty-Eighth Supplemental Indenture   

Book

Page

Date

   

File/Page

20190604-0001990

6/4/2019

   

File/Page

2019-0213646

6/4/2019

   

File/Page

2019000192899

6/5/2019

   

File/Page

2019-0212524

6/13/2019

   

Book/Page

2019009987

6/7/2019

   

Docket

2019-14196

6/4/2019

   

File/Page

2019-0414851

6/4/2019

Sixty-Ninth Supplemental Indenture   

Book

Page

Date

   

File/Page

20200416-0001114

4/16/2020

   

File/Page

2020-0180371

4/8/2020

   

File/Page

2020000160646

4/9/2020

   

File/Page

2020-0218763

5/22/2020

   

Book/Page

2020006709

4/9/2020

   

Docket

2020-11190

4/13/2020

   

File/Page

20200313674

4/13/2020

Seventieth Supplemental Indenture   

Book

Page

Date

   

File/Page

20200930-0002895

9/30/2020

   

File/Page

2020-0585299

9/30/2020

   

File/Page

2020000535597

9/30/2020

   

File/Page

2020-0464141

9/29/2020

   

Book/Page

2020018059

10/6/2020

   

Docket

2020-29556

9/29/2020

   

File/Page

2020-0950240

10/6/2020

WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional series of bonds to be designated “Green First Mortgage Bonds, Series WWW, due 2051,” as hereinafter set forth in this Seventy-First Supplemental Indenture; and

WHEREAS, the execution and delivery of this Seventy-First Supplemental Indenture has been duly authorized by resolution of the Board of Directors of the Company; and

WHEREAS, all the conditions and requirements necessary to make this Seventy-First Supplemental Indenture a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized.

NOW, THEREFORE, in order further to secure the payment of the principal of and premium, if any, and interest on all of the bonds of the Company at any time outstanding under the Original Indenture, as heretofore amended and supplemented, as amended and supplemented by this Seventy-First Supplemental Indenture and as the same may from time to time be further amended and supplemented (the “Indenture”) and to secure the performance and observance of each and every of the covenants, conditions and agreements of the Indenture, as from time to time amended and supplemented, and for and in consideration of the premises, and of the sum of One Dollar ($1.00) to the Company duly paid by the Trustee (the receipt whereof is hereby acknowledged), the Company has executed and delivered this Seventy-First Supplemental Indenture and has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, granted a security interest in, set over and confirmed, and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, hypothecate, grant a security interest in, set over and confirm unto U.S. Bank National Association, as Trustee, and to its respective successors in said trust forever, with power of sale, all property, real, personal and mixed, now owned or hereafter acquired or to be acquired by the Company, and wheresoever situated (except such property as is expressly excepted or excluded from the lien and security interest of the Indenture, and property of a successor corporation or corporations excluded from the lien and security interest thereof by the provisions of Section 3 of Article XIV thereof) subject to the rights reserved by the Company in and by other provisions of the Indenture, including in the property subject and

 

9

to be subject to the lien and security interest thereof and hereof (without in any manner limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Original Indenture or in this or any other supplemental indenture) all lands, rights-of-way, other land rights, flowage and other water rights, power houses, dams, reservoirs, docks, roads, and buildings, structures and other land improvements; steam, and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers and other boiler plant equipment, condensing equipment, and all auxiliary equipment; stations and substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating plants and systems, including mains and equipment; gas plants, transmission and distribution systems, including pipe lines, structures, tanks, mains, compressor stations, purifier stations, pressure holders, governors, services and meters; communication systems, office, shop and other buildings and structures, and equipment; apparatus and equipment and materials and supplies of all other kinds and descriptions; and all municipal and other franchises, leaseholds, licenses, permits, and privileges;

TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, proceeds, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof (except such property as is expressly excepted or excluded from the lien and security interest of the Indenture, and property of a successor corporation or corporations excluded from the lien and security thereof by the provisions of Section 3 of Article XIV thereof), subject to the rights reserved by the Company in and by other provisions of the Indenture;

It is hereby agreed by the Company that, except as aforesaid, all the property, rights, and franchises acquired by the Company after the date hereof shall be as fully embraced within the lien and security interest hereof as if such property were now owned by the Company and were specifically described herein and conveyed and a security interest therein granted hereby;

SAVING AND EXCEPTING, HOWEVER, anything to the contrary notwithstanding contained herein or in the granting clauses of the Original Indenture and said Supplemental Indentures (a) such property described or referred to in any of such granting clauses as has been from time to time, released or sold free from the lien and security interest of the Original Indenture (or the Original Indenture, as supplemented) in accordance and compliance with the provisions thereof (or of the Original Indenture, as supplemented, as the case may be), and (b) all of the following property (whether now owned by the Company or hereafter acquired by it): (1) all gas, electric energy and steam produced, purchased or otherwise acquired; (2) all contracts, choses in action, shares of stock, bonds, notes, evidences of indebtedness, and other securities, other than any of the foregoing which may be required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or are required by some express provision thereof to be deposited with the Trustee; (3) merchandise and appliances at any time acquired for the purpose of sale or lease to customers and others and contracts for the sale of merchandise and appliances; (4) motor vehicles; (5) timber on land owned by the Company; (6) minerals or mineral rights in lands owned by the Company; (7) oil, coal or gas, or oil, coal or gas rights in land owned by the Company or gas wells or oil wells or equipment therefor or coal mines or equipment therefor; (8) fuel and other personal property which are consumable in their use in the operation of the properties of the Company; (9) bills and accounts receivable; (10) cash on hand and in banks other than such cash as may be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or as is required by some express provision thereof to be deposited with the Trustee; and (11) the last day of the term of each leasehold estate now or hereafter enjoyed by the Company. The Company may, however, expressly subject to the lien and security interest and operation of the Original Indenture and all indentures supplemental thereto all or any part of the property of the character described in clause (b) of this paragraph;

TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged, or conveyed and in which a security interest has been granted by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to Permitted Liens as defined in the Indenture;

IN TRUST NEVERTHELESS, for the equal pro rata benefit and security as provided in the Original Indenture and all indentures supplemental thereto of all and every of the bonds issued and to be issued in accordance with the provisions of the Original Indenture and all indentures supplemental thereto, without preference, priority or distinction as to lien or security interest of any over the others by reason of priority in time of the issue, negotiation or maturity thereof, subject, however, to the provisions of the Original Indenture and all indentures supplemental thereto relating to any sinking fund or similar fund for the benefit of the bonds of any particular series;

 

10

The Company does further covenant and agree with the Trustee as follows:

ARTICLE I

SERIES WWW BONDS

Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental Indentures (including this Seventy-First Supplemental Indenture), a series of bonds designated Series WWW, due 2051, each of which shall bear the descriptive title “Green First Mortgage Bonds, Series WWW, due 2051” (herein sometimes referred to as “Series WWW Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series WWW Bonds shall mature on August 15, 2051 and shall be issued in denominations of $1,000 and integral multiples thereof as the Company may from time to time execute and deliver. The Series WWW Bonds shall bear interest at the rate and from the date, shall mature as to principal, and shall be payable as to principal and premium, if any, and interest at such place or places and in such money, all as provided in the form of Series WWW Bond set forth on Exhibit A hereto (the “Form of Bond”) and by the applicable provisions of the Indenture. In addition, August 13, 2021 shall be an interest payment date for the Series WWW Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest shall be payable on such date. The principal and premium, if any, and interest on the Series WWW Bonds shall be payable at the office or agency maintained by the Company for such purpose (initially the corporate trust office of the Trustee) in the City and County of Los Angeles, State of California and, if Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of this Article I, at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York. The Series WWW Bonds shall be dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons.

The Series WWW Bonds shall further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the Form of Bond.

The Series WWW Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this Seventy-First Supplemental Indenture.

Section 2: The Series WWW Bonds shall be executed, authenticated and delivered in accordance with the provisions and shall be entitled to the protection and security of the Original Indenture, as supplemented by this Seventy-First Supplemental Indenture and the other supplemental indentures, and shall be subject to all of the terms, conditions and covenants and limitations thereof. The aggregate principal amount of the Series WWW Bonds, which may be executed by the Company and authenticated and delivered by the Trustee and secured by the Indenture as from time to time in effect, is limited only to the extent provided in Section 1 of Article II of the Original Indenture. The Company has authorized the issuance and sale on the date hereof of $750,000,000 aggregate principal amount of Series WWW Bonds. The Company may, from time to time, without notice to or the consent of the registered holders of the Series WWW Bonds but upon and subject to the terms and provisions of the Indenture, increase the principal amount of the Series WWW Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series WWW Bonds so issued shall have the same form and terms (other than offering price, the date of original issuance and, under certain circumstances, the date from which interest thereon shall begin to accrue and the first Interest Payment Date (as defined below)) as the Series WWW Bonds previously issued and shall form a single series of bonds under the Indenture with the previously issued Series WWW Bonds.

Section 3: The Series WWW Bonds shall be issued only as fully registered bonds without coupons. The fully registered bonds without coupons and the certificate of authentication to be endorsed on all Series WWW Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series WWW Bonds may be issuable in whole or in part in the form of one or more securities that evidence all or part of the bonds of such series and are registered in the name of a depositary (as defined below) or a nominee thereof for such series (each, a “Global Security”) and, in such case, the Board of Directors of the Company (or an authorized officer designated by the Board of Directors of the Company) shall appoint a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), designated to act as depositary (a “depositary”) for such Global Securities; the initial depositary so appointed is The Depository Trust Company. The definitive Series WWW Bonds shall be numbered in such manner as the Company shall at any time or from time to time determine.

 

11

Section 4: In the event Series WWW Bonds are issued as Global Securities the following provisions, in addition to the provisions of the Indenture, shall apply:

(1)    Each Global Security authenticated under the Indenture shall be registered in the name of the depositary designated for such Global Security or a nominee thereof and delivered to such depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Series WWW Bond for all purposes of this Supplemental Indenture.

(2)    Notwithstanding any other provision in this Supplemental Indenture, no Global Security may be exchanged in whole or in part for Series WWW Bonds registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the depositary for such Global Security or a nominee thereof unless (A) such depositary has notified the Company that it is unwilling or unable to continue as depositary for the Global Security or Global Securities, as the case may be, representing the Series WWW Bonds and a successor depositary has not been appointed by the Company within 90 days of receipt by the Company of such notification, (B) if at any time the depositary ceases to be a clearing agency registered under the Exchange Act at a time when the depositary is required to be so registered to act as such depositary and no successor depositary shall have been appointed by the Company within 90 days after it became aware of the depositary’s ceasing to be so registered, (C) the Company, in its sole discretion, executes and delivers to the Trustee a written order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary to the effect that the Global Securities of such series shall be exchangeable as described below, or (D) a “completed default” (as defined in the Indenture) has occurred and is continuing with respect to the Series WWW Bonds. If any of the events described in clauses (A) through (D) of the preceding sentence occur, the beneficial owners of interests in such Global Securities will be entitled to exchange those interests for definitive Series WWW Bonds and, without unnecessary delay but in any event not later than the earliest date on which those interests may be so exchanged, the Company will prepare and deliver to the Trustee definitive Series WWW Bonds in such form and denominations as are required by or pursuant to the Indenture, and in an aggregate principal amount equal to the aggregate principal amount of such Global Securities, such bonds to be duly executed by the Company. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be surrendered from time to time by the depositary as shall be specified in the order from the Company with respect thereto (which the Company agrees to deliver) to the Trustee, as the Company’s agent for such purpose, and in accordance with any instructions given to the Trustee and the depositary by the Company (which instructions shall be in writing but need not be contained in or accompanied by an officers’ certificate or be accompanied by an opinion of counsel), to be exchanged, in whole or in part, for definitive Series WWW Bonds as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of each surrendered Global Security, a like aggregate principal amount of definitive Series WWW Bonds of authorized denominations as the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such depositary or its custodian. If a definitive Series WWW Bond is issued in exchange for any portion of a Global Security after the close of business at the place where such exchange occurs on or after (i) any regular record date for a regularly scheduled interest payment date (an “Interest Payment Date”) for such bond and before the opening of business at that place of exchange on such Interest Payment Date, or (ii) any special record date for the payment of interest for such bond which was not punctually paid or duly provided for on any Interest Payment Date (“Defaulted Interest”) and before the opening of business at such place of exchange on the related proposed date for the payment of such Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such definitive bond, but shall be payable on the Interest Payment Date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of the Indenture and the Series WWW Bonds.

(3)    Subject to Clause (2) above, any exchange or transfer of a Global Security for other Series WWW Bonds may be made in whole or in part, and all definitive Series WWW Bonds issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the depositary for such Global Security shall direct.

 

12

(4)    Every Series WWW Bond authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such bond is registered in the name of a person other than the depositary for such Global Security or a nominee thereof.

(5)    Every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.

Section 5: The Series WWW Bonds may contain or have imprinted thereon such provisions or specifications not inconsistent with the Indenture as may be required to comply with the rules of any stock exchange or any federal or state authority or commission, or to comply with usage with respect thereto, and may bear such other appropriate endorsements or notations as are authorized or permitted by the Indenture.

Section 6: In the manner and subject to certain conditions and limitations specified herein and in the Indenture, Series WWW Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series WWW Bonds of other authorized denomination or denominations; provided that the Company may require payment of a sum or sums sufficient to reimburse it for any stamp tax or other governmental charge payable in connection therewith.

Section 7: The Company shall maintain in the City and County of Los Angeles, State of California, and in such other place or places as the Company may designate at any time or from time to time, an office or agency where Series WWW Bonds, including Series WWW Bonds issued in definitive certificated form, may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Without limitation to the foregoing, if Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of this Article I, the Company shall also maintain in the Borough of Manhattan, City and County of New York, State of New York, an office or agency where Series WWW Bonds, including Series WWW Bonds issued in definitive certificated form, may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Such office or agency in the City and County of Los Angeles, State of California, and any such office or agency in the Borough of Manhattan, City and County of New York, State of New York, shall be a corporate trust office of the Trustee unless and until the Company shall designate another office or agency by notice in writing delivered to the Trustee.

Section 8: No transfer or exchange of any Series WWW Bonds pursuant to any of the provisions of this Article I shall be made except upon and in accordance with all of the applicable terms, provisions and conditions of said bonds and of the Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

Section 1: This instrument is executed and shall be construed as an indenture supplemental to the Original Indenture and shall form a part thereof and, as supplemented by this Seventy-First Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed.

Section 2: All terms used in this Seventy-First Supplemental Indenture shall be taken to have meaning as in the Original Indenture, as heretofore supplemented and amended, except terms which may be otherwise expressly defined herein and in cases where the context clearly indicates otherwise.

 

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Section 3: In order to facilitate the filing of this Seventy-First Supplemental Indenture, the same may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, but such counterparts shall constitute but one and the same instrument.

Section 4: All of the covenants, stipulations, promises and agreements in this Seventy-First Supplemental Indenture by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not.

Section 5: To the extent any provision in this Seventy-First Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Seventy-First Supplemental Indenture shall govern; provided, however, that in the event such conflict would require bondholder consent, the terms and provisions of the Indenture shall govern.

Section 6: The Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series WWW Bonds, this Seventy-First Supplemental Indenture and the Series WWW Bonds shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof; provided, that, notwithstanding the foregoing, the creation, perfection and enforcement of any mortgage or lien on real property or improvements thereon or fixtures attached thereto under the Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series WWW Bonds, or this Seventy-First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State where such real property or improvements thereon or fixtures attached thereto, as the case may be, are located, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof.

Section 7: The words “execution,” “signed,” “signature,” and words of like import in this Seventy-First Supplemental Indenture or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with this Seventy-First Supplemental Indenture shall include (subject to the provisions set forth in the last sentence of this Section 7) images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Seventy-First Supplemental Indenture to the contrary notwithstanding, except as set forth in the proviso to this sentence, (a) this Seventy-First Supplemental Indenture and any other instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with this Seventy-First Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all references in this Seventy-First Supplemental Indenture to the execution, attestation or authentication of any bond of this series (including any Global Security) or any certificate of authentication appearing on or attached to any such bond by means of a manual or facsimile signature shall be deemed to include signatures that are made or transmitted by any of the foregoing electronic means or formats; provided that, notwithstanding the foregoing, this Seventy-First Supplemental Indenture may not be executed or attested by the parties hereto by DocuSign, AdobeSign or other electronic signature, and no Series WWW Bond (including, without limitation, any Global Security) and no certificate of authentication on any Series WWW Bond (including, without limitation, any Global Security) may be executed by DocuSign, AdobeSign or other electronic signature and each certificate of authentication must be executed by the Trustee by manual signature of an authorized signatory.

{Signature Page Follows}

 

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IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this Seventy-First Supplemental Indenture to be signed in its name and behalf by its duly authorized officer and its corporate seal to be hereunto affixed duly attested by its Secretary or one of its Assistant Secretaries, and U.S. BANK NATIONAL ASSOCIATION, to evidence its acceptance of the trusts hereby created, has caused this Seventy-First Supplemental Indenture to be signed in its name and behalf by its duly authorized officer as of the day and year first above written.

 

SAN DIEGO GAS & ELECTRIC COMPANY
By:  

/s/ Bruce A. Folkmann                                      

Name:   Bruce A. Folkmann
Title:   President and Chief Financial Officer

 

(CORPORATE SEAL)
Attest:
By:  

/s/ April R. Robinson                                    

Name:   April R. Robinson
Title:   Corporate Secretary

 

U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:  

/s/ Fonda Hall                                                     

Name:   Fonda Hall
Title:   Vice President

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

 

STATE OF CALIFORNIA

    )
     )     ss

COUNTY OF SAN DIEGO

    )

On August 11, 2021, before me, Leslie C. French, a Notary Public, personally appeared BRUCE A. FOLKMANN and APRIL R. ROBINSON, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.

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

WITNESS my hand and official seal.

 

/s/ Leslie C. French

SIGNATURE OF NOTARY PUBLIC

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

 

STATE OF CALIFORNIA

    )
     )     ss

COUNTY OF LOS ANGELES

    )

On August 12, 2021, before me, Lisa R. Perez, a Notary Public, personally appeared FONDA HALL, of U.S. BANK NATIONAL ASSOCIATION, 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/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

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

WITNESS my hand and official seal.

 

/s/ Lisa R. Perez

SIGNATURE OF NOTARY PUBLIC

EXHIBIT A

FORM OF BOND

(Attached)

[If this bond is issued as a global security, insert the following legend: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.]

SAN DIEGO GAS & ELECTRIC COMPANY

(INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA)

2.950% GREEN FIRST MORTGAGE BOND,

SERIES WWW, DUE 2051

 

No.                     

    $            

CUSIP No. 797440 CA0

ISIN No. US797440CA05

SAN DIEGO GAS & ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of California (hereinafter called the “Company”, which term shall include any successor corporation, as defined in the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to                     , or registered assigns, the principal sum of        dollars in lawful money of the United States of America, on August 15, 2051, and to pay interest thereon from August 13, 2021, or from the most recent date to which interest has been paid or duly provided for on the Series WWW Bonds (as defined on the reverse hereof), at the rate of 2.950% per annum in like lawful money, payable semi-annually in arrears, on February 15 and August 15 (each, an “Interest Payment Date”) in each year, commencing February 15, 2022, to the person in whose name this bond (as defined on the reverse hereof) is registered at the close of business on the immediately preceding February 1 and August 1, respectively, until the Company’s obligation with respect to the payment of such principal (and premium, if any) shall be discharged as provided in the Indenture hereinafter mentioned. The principal of (and premium, if any) and interest on this bond will be paid at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee (as defined on the reverse hereof)) in the City and County of Los Angeles, State of California and, if Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-First Supplemental Indenture (as defined on the reverse hereof), at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York. Notwithstanding the foregoing, so long as the registered holder of this bond is a depositary (as defined in the Seventy-First Supplemental Indenture) or its nominee, payment of the principal of and premium, if any, and interest on this bond will be made by wire transfer of immediately available funds; and, if the Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-First Supplemental Indenture, the Company may at its option pay interest on the Series WWW Bonds in definitive certificated form by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the Trustee at least 15 days before the applicable Interest Payment Date by the persons entitled to such payment.

The provisions of this bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

This bond shall not be valid or become obligatory for any purpose unless and until U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon.

 

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IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this instrument to be executed in its name by the signature or facsimile signature of its President or any Vice President and its corporate seal or a facsimile thereof to be hereto affixed and attested by the signature or facsimile signature of its Secretary or any Assistant Secretary.

 

Dated:                                                                                              SAN DIEGO GAS & ELECTRIC COMPANY
    By:  

                                                              

    Name:  
    Title:  
(CORPORATE SEAL)      
Attest:      
                                                                                                         
Name:      
Title:      

 

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[REVERSE SIDE OF 2.950% GREEN FIRST MORTGAGE BOND, SERIES WWW, DUE 2051]

This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the series and designation indicated on the face hereof (the “Series WWW Bonds”), all issued and to be issued under and equally secured by a Mortgage and Deed of Trust dated July 1, 1940, and indentures supplemental thereto, including the Seventy-First Supplemental Indenture (the “Seventy-First Supplemental Indenture”) dated as of August 13, 2021 (which Mortgage and Deed of Trust, as so amended and supplemented and as the same may be further amended or supplemented from time to time, is herein called the “Indenture”), executed by the Company to U.S. Bank National Association, as successor trustee (herein called, together with its successors in such capacity, the “Trustee”), to which Indenture reference is hereby made for a description of the property mortgaged, pledged, hypothecated and in which a security interest was granted, the nature and extent of the security, the rights of the holders of the Series WWW Bonds as to such security, and the terms and conditions upon which the Series WWW Bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default (as defined in the Indenture) as in the Indenture provided. This Series WWW Bond is one of a series of Series WWW Bonds and is sometimes referred to as “this bond.”

Interest on the Series WWW Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company or of the holders of the Series WWW Bonds, or the terms and provisions of the Indenture or of any indentures supplemental thereto, may be modified or altered by the affirmative vote of the holders of the percentage of principal amount of bonds required by the Indenture; provided, however, that without the consent of the holder hereof no such modification or alteration shall permit, among other things, the reduction of the principal or premium, if any, or the extension of the maturity of the principal of this bond, or the reduction of the rate of interest hereon, or any other modification of the terms of payment of such principal or premium, if any, or interest.

The Company, the Trustee, any paying agent, any registrar, and any depositary may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest hereon and for all other purposes and shall not be affected by any notice to the contrary.

Prior to February 15, 2051 (the “Par Call Date”), the Company may at the Company’s option redeem the Series WWW Bonds, at any time in whole or from time to time in part, at a redemption price for any redemption date equal to the greater of the following amounts: (a) 100% of the principal amount of the Series WWW Bonds being redeemed on that redemption date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Series WWW Bonds being redeemed on that redemption date (not including any portion of any payments of accrued and unpaid interest to that redemption date) that would be due if the Series WWW Bonds matured, and accrued and unpaid interest was payable, on the Par Call Date, discounted to that redemption date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest on the Series WWW Bonds being redeemed to that redemption date. On and after the Par Call Date, the Company may at the Company’s option redeem the Series WWW Bonds, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Series WWW Bonds being redeemed, plus accrued and unpaid interest on the Series WWW Bonds being redeemed to the redemption date. Notwithstanding the foregoing, installments of interest on Series WWW Bonds that are due and payable on any Interest Payment Date falling on or prior to a redemption date will be payable on that Interest Payment Date to the registered holders of such Series WWW Bonds as of the close of business on the relevant record date according to the terms of the Series WWW Bonds and the Indenture. The redemption price will, if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Notice of any redemption will be mailed at least 30 days, but not more than 60 days, before the applicable redemption date to each registered holder of the Series WWW Bonds to be redeemed. Once notice of redemption is mailed, the Series WWW Bonds called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date, provided that the Company may rescind any notice of redemption by notice given not less than five days prior to the proposed redemption date. Redemption will not be conditional upon receipt by the Trustee of monies sufficient to pay the redemption price.

 

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Unless the Company defaults in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Series WWW Bonds or portions thereof called for redemption. The Company will pay the redemption price and any accrued interest once the Series WWW Bonds are surrendered for redemption. If only a portion of any Series WWW Bonds is redeemed, the Trustee will deliver new Series WWW Bonds for the remaining portion without charge.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means, with respect to any redemption date, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Series WWW Bonds to be redeemed on such redemption date (assuming the Series WWW Bonds matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Series WWW Bonds (assuming the Series WWW Bonds matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, or (B) if only one Reference Treasury Dealer Quotation is received, such quotation.

“Independent Investment Banker” means, with respect to any redemption date, one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date. As used in the preceding sentence, “business day” means any day (other than a Saturday or Sunday) on which banking institutions in The City of New York are not authorized or obligated by law or executive order to remain closed.

“Reference Treasury Dealers” means, with respect to any redemption date, (A) Mizuho Securities USA LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)), or their respective successors, as applicable, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer; (B) one Primary Treasury Dealer selected by Credit Agricole Securities (USA) Inc. or its successor, as applicable; and (C) any other Primary Treasury Dealer(s) selected by the Company.

In the event that the Company elects to redeem only a portion of the outstanding Series WWW Bonds, (a) the Series WWW Bonds to be redeemed shall be selected as provided in the Indenture and, in the case of Series WWW Bonds represented by a Global Security (as defined in the Seventy-First Supplemental Indenture), in accordance with the procedures of The Depository Trust Company (or its successor as depositary) and (b) in the case of any Series WWW Bond being redeemed in part, the principal amount redeemed must be $1,000 or an integral multiple of $1,000 and the remaining principal amount must be an authorized denomination.

As more fully provided in and subject to the provisions of the Indenture, the Company will redeem the Series WWW Bonds in the event of the sale, release, taking by eminent domain or purchase by public authority of property constituting or including all or substantially all of the electric distribution system of the Company in the City of San Diego, all as more fully provided in the second paragraph of Section 13 of Article XI of the Indenture, in which event

 

A-4

the Company will redeem Series WWW Bonds (in the principal amount determined pursuant to the second paragraph of Section 13 of Article XI of the Indenture) at a redemption price equal to 100% of the principal amount of the Series WWW Bonds being redeemed, plus accrued and unpaid interest on the Series WWW Bonds being redeemed to the applicable redemption date.

This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee) in the City and County of Los Angeles, State of California, and, if Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-First Supplemental Indenture, at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York, upon surrender and cancellation of this bond and thereupon a new registered bond or bonds of the same series of authorized denominations and of a like aggregate principal amount, will be issued to the transferee in exchange herefor as provided in the Indenture, upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such transfer.

The registered owner of any Series WWW Bond, at the option of such holder, may surrender the same, accompanied by a written instrument of transfer in form approved by the Company duly executed by the registered owner, at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee) in the City and County of Los Angeles, State of California and, if Series WWW Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-First Supplemental Indenture, at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York, for cancellation in exchange for another or other registered bonds of the said series of higher or lower authorized denominations of an aggregate principal amount equal to the aggregate principal amount of the bond or bonds so surrendered and bearing interest as provided in Section 9 of Article II of the Indenture, and upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such exchange and subject to the terms and conditions specified in the Indenture, and thereupon the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other bonds to such registered owner at its office or at such office or agency of the Company, at the option of such registered owner.

No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this bond, or any part thereof, or of any claim based hereon or in respect hereof or of said Indenture, against any incorporator, or any past or future stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture.

In any case where any Interest Payment Date, any redemption date or the final maturity date of the Series WWW Bonds shall not be a Business Day at any Place of Payment (as those terms are defined in the next sentence), then payment of the principal, premium, if any, and interest due on such Interest Payment Date, redemption date or final maturity date, as the case may be, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on such Interest Payment Date, redemption date or final maturity date, as the case may be, and, in that case, no interest will accrue on the amount payable for the period from and after such Interest Payment Date, redemption date or final maturity date, as the case may be. As used in the immediately preceding sentence, “Place of Payment” means the City and County of Los Angeles, State of California and any other place or places where the Company may from time to time maintain an office or agency where Series WWW Bonds may be presented for payment, and “Business Day,” when used with respect to any Place of Payment, means a day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to remain closed.

 

A-5

This Series WWW Bond shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof.

**************

This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture.

 

U.S. BANK NATIONAL ASSOCIATION,

As Trustee

By:                                                                  
              Authorized Officer
Date of Authentication:                                                                 

 

A-6