0000898430-01-503021.txt : 20011026
0000898430-01-503021.hdr.sgml : 20011026
ACCESSION NUMBER: 0000898430-01-503021
CONFORMED SUBMISSION TYPE: S-3/A
PUBLIC DOCUMENT COUNT: 7
FILED AS OF DATE: 20011018
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SOUTHERN CALIFORNIA GAS CO
CENTRAL INDEX KEY: 0000092108
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 951240705
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3/A
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-70654
FILM NUMBER: 1761718
BUSINESS ADDRESS:
STREET 1: 555 W FIFTH ST
STREET 2: ML 14H1
CITY: LOS ANGELES
STATE: CA
ZIP: 90013-1011
BUSINESS PHONE: 2132441200
MAIL ADDRESS:
STREET 1: 555 WEST 5TH STREET
CITY: LOS ANGELES
STATE: CA
ZIP: 90051-1011
S-3/A
1
ds3a.txt
AMENDMENT #1 TO FORM S-3
As filed with the Securities and Exchange Commission on October 18, 2001
Registration No. 333-70654
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Southern California Gas Company
(Exact name of registrant as specified in its charter)
California 1240705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
555 West Fifth Street
Los Angeles, California 90013-1011
(213) 244-1200
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
----------------
Copies to:
John R. Light, Esq.
Sempra Energy
Executive Vice President and General Counsel
101 Ash Street
San Diego, California 92101
(619) 696-2034
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Title of each class of
securities Amount to be Proposed maximum aggregate Amount of
to be registered registered(1)(2) offering price(2)(3) Registration Fee
-------------------------------------------------------------------------------------
First Mortgage Bonds.... $350,000,000 $350,000,000 $87,500(4)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate initial
offering price for all bonds of $350,000,000.
(2) This amount represents the principal amount of any bonds issued at their
stated principal amount and the issue price of any bonds issued at a
discount from the stated principal amount.
(3) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933.
(4) The company has previously paid a registration fee of $87,500 with the
initial filing of this registration statement on October 1, 2001.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
STATEMENT PURSUANT TO RULE 429(b)
The prospectus contained in this registration statement is a combined
prospectus that covers the first mortgage bonds of the Registrant heretofore
covered by Registration Statement on Form S-3, File No. 333-59404 as filed on
March 12, 1993 in the aggregate principal amount of $575,000,000. Registrant is
carrying forward first mortgage bonds of $175,000,000 in aggregate principal
amount, and the applicable filing fee, that were previously registered under
the Registrant's Registration Statement on Form S-3, File No. 33-59404 filed on
March 12, 1993.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 18, 2001
PRELIMINARY PROSPECTUS
$350,000,000
SOUTHERN CALIFORNIA GAS COMPANY
First Mortgage Bonds
We may offer and sell first mortgage bonds ("bonds") from time to time in one
or more offerings. This prospectus provides you with a general description of
the bonds we may offer.
Each time we sell bonds we will provide a supplement to this prospectus that
contains specific information about the offering and the terms of the bonds.
The supplement may also add, update or change information contained in this
prospectus. You should carefully read this prospectus and the accompanying
prospectus supplement before you invest in any of our bonds.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2001
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS...................................................... 1
FORWARD-LOOKING STATEMENTS................................................. 2
WHERE YOU CAN FIND MORE INFORMATION........................................ 3
SOUTHERN CALIFORNIA GAS COMPANY............................................ 4
USE OF PROCEEDS............................................................ 4
RATIO OF EARNINGS TO FIXED CHARGES......................................... 4
DESCRIPTION OF FIRST MORTGAGE BONDS........................................ 5
GLOBAL SECURITIES.......................................................... 17
PLAN OF DISTRIBUTION....................................................... 20
EXPERTS.................................................................... 21
VALIDITY OF THE BONDS...................................................... 21
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $350,000,000 aggregate
principal amount of bonds, determined based upon the issue price at stated
principal or at a discount from stated principal, from time to time and in one
or more offerings. This prospectus only provides you with a general description
of the bonds that we may offer. Each time we sell bonds, we will provide a
supplement to this prospectus that contains specific information about the
terms of the bonds. The supplement may also add, update or change information
contained in this prospectus. Before purchasing bonds, you should carefully
read both this prospectus and the accompanying prospectus supplement, together
with the additional information described under the heading "Where You Can Find
More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We will not make an offer to sell the bonds in any jurisdiction
where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective covers. Our business,
financial condition, results of operations and prospects may have changed since
that date.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain statements that are not historical
fact and constitute forward-looking statements. When we use words like
"believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
"should" or similar expressions, or when we discuss our strategy or plans, we
are making forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
Our future results may differ materially from those expressed in these forward-
looking statements. These statements are necessarily based upon various
assumptions involving judgments with respect to the future and other risks,
including, among others:
. national, international, regional and local economic, competitive,
technological, political, legislative and regulatory conditions and
developments;
. actions by the California Public Utilities Commission, the California
State Legislature and the Federal Energy Regulatory Commission;
. the financial condition of other natural gas distribution companies and
investor-owned utilities;
. capital market conditions, inflation rates, exchange rates and interest
rates;
. decisions by rating agencies regarding our debt ratings;
. energy markets, including the timing and extent of changes in commodity
prices;
. weather conditions;
. business, regulatory and legal decisions;
. the actions by federal, state and regulatory officials affecting
deregulation of retail natural gas delivery both in California and in
other energy markets;
. the timing and success of business development efforts; and
. other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
You are cautioned not to rely unduly on any forward-looking statements.
These risks and uncertainties are discussed in more detail under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended December 31,
2000, our Quarterly Reports on Form 10-Q for the three-month periods ended
March 31, 2001 and June 30, 2001, and other documents on file with the SEC. You
may obtain copies of these documents as described under "Where You Can Find
More Information" in this prospectus.
2
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the SEC. You
can inspect and copy information we file with the SEC at the Public Reference
Room maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. You may also obtain copies of this information by mail from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Further information on the
operation of the SEC's Public Reference Room in Washington, D.C. can be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web
site that contains reports, proxy statements and other information about
issuers, such as us, who file electronically with the SEC. The address of that
site is http://www.sec.gov.
Certain of our securities are listed on the New York Stock Exchange (NYSE:
SCGC5K03, SCGC6H02, SCGC6K25, SCGC7AC23, SCG7F23 and SCGC8J21), and you may
inspect reports, proxy statements and other information concerning us at the
office of the New York Stock Exchange at 11 Wall Street, New York, New York
10005.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or from us,
as indicated below. Forms of the indentures and other documents establishing
the terms of the offered securities are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of the
relevant matters.
Incorporation by Reference
The rules of the SEC allow us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. This prospectus incorporates by reference the
documents set forth below that have been previously filed with the SEC. These
documents contain important information about us.
SEC Filings (File No.
001-01402) Period
--------------------- ------
Annual Report on Form Year ended December 31, 2000
10-K...................
Quarterly Reports on Three-month periods ended March 31, 2001 and June 30, 2001
Form 10-Q..............
We are also incorporating by reference all additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c),14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered a copy of any and all of these filings. You may
request a copy of these filings by writing or telephoning us at:
Southern California Gas Company
555 West Fifth Street
Los Angeles, California 90013-1011
Attention: Corporate Secretary
Telephone: (213) 244-1200
3
SOUTHERN CALIFORNIA GAS COMPANY
We are the nation's largest natural gas distribution utility. We own and
operate a natural gas distribution, transmission and storage system supplying
natural gas throughout a 23,000-square mile service territory comprising most
of southern California and part of central California. We provide natural gas
service to residential, commercial, industrial, utility electric generation and
wholesale customers through 5.0 million meters in a service area with a
population of 18.4 million. We are the principal subsidiary of Pacific
Enterprises, which is a subsidiary of Sempra Energy, a California-based Fortune
500 energy services company.
For additional information concerning us, you should refer to the
information described under the caption "Available Information" in this
prospectus.
Our offices are located at 555 West Fifth Street, Los Angeles, California
90013 and our telephone number is (213) 244-1200. The terms "we," "our" and
"us" are used in the document for purposes of convenience and are intended to
refer to Southern California Gas Company and/or its subsidiaries, either
individually or collectively, as the context may require.
USE OF PROCEEDS
The net proceeds from the sale of the bonds will become part of our general
treasury funds and will be applied to the expansion and betterment of our
utility plant, to refund and retire indebtedness and to replenish funds
previously expended for these purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed charges
for each of the five years in the five-year period ended December 31, 2000 and
for each of the six-month periods ended June 30, 2000 and June 30, 2001:
Six
Months
Year Ended Ended
December 31, June 30,
------------------------ ---------
1996 1997 1998 1999 2000 2000 2001
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges.......... 4.73 5.46 4.36 6.86 6.11 5.79 5.97
4
DESCRIPTION OF FIRST MORTGAGE BONDS
The following is a general description of the terms and provisions of the
bonds we may offer and sell by this prospectus. The summary is not meant to be
a complete description. This prospectus and any accompanying prospectus
supplement will contain the material terms and conditions for each series of
bonds. The accompanying prospectus supplement may add, update or change the
terms and conditions of a particular series of bonds as described in this
prospectus.
The indenture gives us authority to set the particular terms of each series
of bonds as described in the indenture. Under the indenture, we may decide
whether the bonds of a particular series will be redeemable, convertible into
shares of stock, bonds, notes or other obligations, issuable as coupon bonds,
fully registered bonds without coupons or, if provided in a supplemental
indenture, as global securities, and whether the bonds are entitled to the
benefits of any purchase, sinking, improvement, renewal or trust fund. For more
information about the bonds offered by us, please refer to the indenture
between us and U.S. Bank Trust National Association, as trustee, together with
the applicable supplemental indentures, relating to the issuance of each series
of bonds by us (as supplemented, the "indenture").
The indenture is filed as an exhibit to the registration statement. The
indenture is subject to and governed by the Trust Indenture Act of 1939, as
amended, and may be supplemented or amended from time to time following its
execution. The indenture contains the full legal text of the matters described
in this section. Because this section is a summary, it does not describe every
aspect of the bonds or the indenture. This summary is subject to and qualified
in its entirety by reference to all the provisions of the indenture, including
definitions of terms used in the indenture. We also include references in
parentheses to particular sections of the indenture. Whenever we refer to
particular sections or defined terms of the indenture in this prospectus or in
a prospectus supplement, these sections or defined terms are incorporated by
reference into this prospectus or in a prospectus supplement. This summary also
is subject to and qualified by reference to the description of the terms of a
particular series of bonds described in the applicable prospectus supplement.
General
We may issue bonds under the indenture in one or more series, subject to the
limitations described below under the caption "Issuance of Additional Bonds."
Bonds may be issued in denominations of $1,000, $5,000, $10,000, $25,000 or
multiples of $25,000. Unless specified otherwise in the applicable prospectus
supplement, the bonds will be issued in book-entry form as described under the
caption "Global Securities" in this prospectus. Bonds will be payable,
exchangeable for bonds of other authorized denominations and transferable at
the principal office of the trustee, in San Francisco, California and each
place designated for payment, including the Borough of Manhattan, City of New
York, New York. (Section 2.01)
Prior to the issuance of each series of bonds, the terms of the particular
series of bonds will be determined by the Board of Directors or a committee of
directors and specified in a supplemental indenture. We refer you to the
applicable prospectus supplement for a description of the following terms of
each series of bonds:
. the title or designation of the bonds;
. the aggregate principal amount of the bonds in such series;
. the date or dates on which principal will be payable or how to determine
the dates;
. the rate or rates or method of determining interest, the date from which
interest will accrue, the dates on which interest will be payable, which
we refer to as the "interest payment dates," and any record dates for the
interest payable on the interest payment dates;
. whether we will have any obligation or option to redeem, purchase or
repay bonds of such series prior to their maturity and the terms and
conditions upon which the bonds may be redeemed, purchased or repaid;
. whether the bonds will be entitled to the benefits of any purchase,
sinking, improvement, renewal or trust fund;
5
. whether the bonds will be convertible into shares of stock, bonds, notes
or other obligations and/or have warrants providing for the purchase of
shares of stock, bonds, notes or other obligations;
. whether the bonds will be issuable as coupon bonds, fully registered
bonds without coupons or, if provided in a supplemental indenture, as
global securities; and
. any other terms of the bonds that may supplement those described below.
(Section 2.01)
Issuance of Additional Bonds
Additional bonds secured by the indenture may be issued in a maximum
aggregate principal amount equal to the sum of:
. 66 2/3% of the Net Bondable Value of Property Additions that have not
been applied to other indenture purposes; (Section 4.04)
. 100% of the amount of cash deposited with the trustee for the purpose of
issuing additional bonds; (Section 4.05) and
. 100% of the aggregate principal amount of Refundable Bonds, which include
bonds that have been retired by payment at maturity, redemption or
purchase (other than through sinking fund payments or other funds
deposited with the trustee as Mortgaged Property) and not applied to
other indenture purposes. (Section 4.06)
However, the aggregate principal amount of bonds that we can issue under the
indenture may not exceed 50% of our Net Investment in Mortgaged Property, after
giving effect to the issuance of such additional bonds. (Section 4.01) In
addition, no additional bonds may be issued under the indenture (except under
certain circumstances relating to those issued on the basis of Refundable
Bonds) unless the Net Earnings of the Corporation Available for Interest for
any twelve consecutive months in the past fifteen months equals at least twice
our interest charges on the sum of (i) all the bonds outstanding under the
indenture, including such additional bonds, (ii) in the event of a
consolidation, merger or transfer of assets, the indebtedness of any successor
corporation maturing more than one year from the date of its issuance, but only
if such successor corporation does not secure the bonds with a lien on all of
its property, other than Excepted Property, and (iii) all of our indebtedness
secured by any of the Mortgaged Property in priority to or pari passu with the
lien securing the bonds. (Section 4.03) Other than as described above, the
indenture does not limit the amount of indebtedness that we may incur. However,
our issuance of long-term indebtedness is regulated by the California Public
Utilities Commission.
Additional bonds which may be issued may vary from any existing bonds as to
maturity, interest rate, redemption, sinking fund and in certain other respects
as described above under the caption "General."
Security for the Bonds
The bonds will be secured by the indenture which constitutes a first lien
upon all of our real and personal property, other than Excepted Property,
subject to Permissible Encumbrances, purchase money liens and liens on property
at the time of acquisition. All of the bonds issued under the indenture will be
equally and ratably secured by the indenture, subject to the provisions
relating to any sinking or similar fund for the benefit of any bonds of a
particular series.
Subject to such limitations and exceptions, all property acquired by us
after the date of the indenture will be further security as described in the
indenture. (Section 5.09) In addition, the indenture creates a prior lien on
the Mortgaged Property to secure the trustees' right to compensation,
reimbursement and indemnity. (Section 14.10)
Ranking
The bonds of each series will be our secured and unsubordinated obligations
and will rank equal in right of payment with all other bonds issued under the
indenture. The bonds will rank first in right of payment with
6
respect to proceeds from Mortgaged Property, and otherwise will rank equal in
right of payment with all of our other unsubordinated and unsecured
indebtedness. The bonds are our obligations exclusively, and are not the
obligations of any of our subsidiaries.
Payment of Bonds--Principal and Interest
We will pay principal of the bonds at stated maturity, upon redemption or
otherwise, upon presentation of the bonds at the office of the trustee, as our
paying agent. We will make payments on the bonds to the Depository Trust
Company ("DTC") or its nominee, as the registered owner of the bonds, by wire
transfer of immediately available funds. If the securities are issued in
definitive certificate form under the limited circumstances described below
under the caption "Global Securities," we will have the option of paying
interest 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 payment date by the persons
entitled to payment.
Form; Transfers; Exchanges
Bonds may be issued in denominations of $1,000, $5,000, $10,000, $25,000 or
multiples of $25,000. The bonds will be issued in book-entry form represented
by one or more global securities deposited with, or on behalf of, DTC, as
depositary, and registered in the name of Cede & Co., its nominee. You will not
be entitled to receive a certificate for the bonds that you purchase except
under the limited circumstances described below under the caption "Global
Securities."
You will receive payments and may transfer bonds only through the facilities
of DTC and its direct and indirect participants as described below under the
caption Global Securities. We will maintain an office or agency where notices
and demands in respect of the bonds and the indenture may be delivered to us
and where certificated bonds may be surrendered for payment, registration of
transfer or exchange, which will be at the principal office of the trustee, in
San Francisco, California, and each other place specified by the trustee,
including the Borough of Manhattan, City of New York, New York. (Sections 2.01
and 2.03)
Optional Redemption
Unless specified otherwise in an applicable prospectus supplement, we may
redeem at our option at any time or from time to time all or any part of the
bonds that we may offer and sell by this prospectus at the redemption price
specified in the respective series of bonds. In the event that we elect to
redeem only a portion of a series of bonds, the particular bonds of such series
to be redeemed will be selected by the trustee by lot in such manner as the
trustee deems fair. (Section 7.01)
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each holder of the bonds to be redeemed.
(Section 7.02) On or prior to the redemption date, we will deposit with the
trustee a sum of money sufficient to redeem the bonds. (Section 7.03) Upon
surrender of the bonds, we will pay the holders of the surrendered bonds the
principal and accrued interest of the redeemed bonds or if only a portion of
the principal of a particular bond is being redeemed, that portion of the
principal and interest attributable to such redeemed portion. (Sections 7.04
and 7.05) All of the bonds redeemed and paid shall be cancelled. (Section 7.06)
Renewal Fund
We will pay to the trustee annually on April 1, as a renewal fund, an amount
equal to our Appropriations of Earnings for Depreciation of Mortgaged Property
during the preceding calendar year, minus credits, taken at our option, for:
. payments in cash or bonds made by us to a sinking fund or a similar fund
under which cash paid to the trustee is to be used only to retire bonds;
. the lesser of the cost or fair value of specified property additions
purchased, constructed or otherwise acquired by us; and
7
. the principal amount of bonds delivered to the trustee for such purpose,
which will not be available for any other indenture purpose, including
the issuance of additional bonds.
(Section 8.02)
Renewal fund payments that we pay in cash may, at our option:
. be withdrawn by us, subject to certain conditions, in an amount equal to
the lesser of the cost or fair value of specified property additions
purchased, constructed or otherwise acquired by us, or in an amount equal
to the amount of Refundable Bonds made the basis for withdrawal; or
. be applied to the purchase or redemption of any outstanding bonds.
At our election, the amount of any required renewal fund payment may be
reduced by an amount equal to the amount of cash which, assuming that the
renewal fund payments required to be made pursuant to the indenture had
actually been made in cash, could at the time be withdrawn under the
indenture. (Section 8.06) Any payments that we make to the renewal fund are in
addition to the expenditures we are required to make for maintenance.
Consolidation, Merger and Transfer of Assets
Nothing in the indenture or in the bonds outstanding under the indenture
prevents us from consolidating or merging with or into any corporation or
selling all of our property as an entirety subject to the continuing lien of
the indenture, provided that:
. the terms of the consolidation, merger or sale preserve and do not impair
the lien or the security under the indenture, and the rights and powers
of the trustee and the holders of the bonds outstanding under the
indenture;
. in the case of a merger or consolidation, the successor corporation
expressly assumes the payment of the principal and interest of all the
bonds and the performance and observance all of the covenants and
conditions of the indenture; and
. in the case of a sale of all of our property as an entirety, the
corporation to which we sell all our property assumes the due and
punctual payment of principal and interest of all the bonds outstanding
under the indenture, assumes the performance of all covenants and
conditions of the indenture and executes and delivers an indenture to the
trustee whereby the purchasing corporation agrees to assume such payment
and performance and charge therewith the property so taken over. (Section
15.01)
Certain Covenants
Subject to the terms of the indenture and in addition to the covenants
otherwise specified above, we will:
. keep, or cause to be kept, proper records and accounts of corporate
dealings, including proper and complete records reflecting our capital
and property accounts, and we will furnish statements upon demand as
reasonably required by the trustee; (Section 5.06)
. not voluntarily create any lien or charge that would be prior to the lien
of the indenture upon the Mortgaged Property, other than purchase money
liens and any other liens existing on property at the time such property
was acquired by us; (Section 5.09)
. pay or cause to be discharged all taxes, assessments, lawful claims and
mechanics liens, which, if unpaid, might be given priority over the lien
of the indenture; however, no such lien shall be a breach of the
indenture if we are disputing it in good faith; (Section 5.09, 5.10)
. file the indenture and any supplemental indenture as may be necessary to
preserve and protect the security of the bondholders; (Section 5.11)
8
. maintain, preserve and keep the mortgaged properties in good repair,
working order and conditions; (Section 5.15) and
. maintain insurance, which may be self-insured, on the Mortgaged Property
against losses or damages as are usually insured against by companies
similarly situated and operating like properties. (Section 5.16)
Events of Default
The following events are defined for all purposes of the indenture (except
where the term is otherwise defined for specific purposes) as "events of
default":
. failure to pay the principal of any bond secured by the indenture when
the same shall become due and payable, whether at maturity, as therein
expressed, or by declaration or otherwise;
. failure to pay interest upon any bond secured by the indenture for a
period of 30 days after such interest shall have become due and payable;
. failure to pay any installment of the sinking fund or renewal fund
required by the indenture or of any sinking fund or analogous fund
required by any supplemental indenture, for a period of 30 days after the
same shall have become due and payable;
. the expiration of a period of 60 days following:
. the adjudication of us as bankrupt by any court of competent
jurisdiction;
. the entry of an order approving a petition seeking the reorganization
of us under the Federal Bankruptcy Laws or any other applicable law or
statute of the United States of America, or any state thereof; or
. the appointment of a trustee or a receiver of all or substantially all
of our property;
unless during such period such adjudication, order or appointment of a
receiver or trustee shall be vacated;
. the filing by us of a voluntary petition in bankruptcy or the making of
an assignment for the benefit of creditors; the consenting by us to the
appointment of a receiver or trustee of all or any part of its property;
the filing by us of a petition or answer seeking reorganization under the
Federal Bankruptcy Laws, or any other applicable law or statute of the
United States of America, or of any state thereof; or the filing by us of
a petition to take advantage of any insolvency act;
. failure to perform any other covenant or agreement contained in the
indenture or any supplemental indenture or in any bond secured by the
indenture for a period of 60 days following the mailing by the trustee to
us of a written demand that such failure be cured, such failure not
having been cured in the meantime.
The trustee may, and, if required in writing to do so by the holders of a
majority in principal amount of the bonds then outstanding, shall make such
demand. (Section 9.02)
Remedies
Acceleration
Upon the occurrence of an event of default, the trustee may, and upon the
written request of the holders of a majority in principal amount of all bonds
outstanding under the indenture shall, declare the principal amount of all of
the bonds outstanding under the indenture, together with accrued and unpaid
interest thereon, to be immediately due and payable. (Section 9.05)
9
Rescission of Acceleration
At any time after the principal of the bonds shall have been declared due
and payable and before any sale of the trust estate shall have been made
pursuant to the indenture,
. all interest in arrears upon such bonds with interest on overdue
installments of interest, to the extent that payment of such interest on
interest shall be legally enforceable, at the same rate as was borne by
the respective bonds on which installments of interest may be overdue,
. together with reasonable charges and expenses of the trustee, its agents
and attorneys, and
. all other sums which may be due under the indenture, except the principal
of such bonds as shall not have become due and payable by their terms,
shall either by paid by us to those entitled thereto (or to the trustee for
their account) or be collected out of the Mortgaged Property, and all other
defaults existing under the indenture known to the trustee shall have been
cured or provision deemed by the trustee to be adequate therefor shall have
been made, or shall have been waived as provided in the indenture, then and in
every such case:
(a) the holders of the majority in principal amount of the bonds then
outstanding, by written notice to us and the trustee may waive such
default and rescind and annul such declaration and its consequences, or
(b) if in declaring the principal due, the trustee shall have acted without
any request of the bondholders, or upon the request of the holders of
less than 25% in principal amount of the bonds outstanding at the time
of such request, and if there shall not have been delivered to the
trustee and to us written directions to the contrary by the holders of
not less than a majority in principal amount of the bonds then
outstanding, then such default and its consequences ipso facto shall be
deemed to be waived, or
(c) if all such principal and interest which shall have matured otherwise
than by such declarations shall have been made good and all other
defaults cured or provided for or waived within 30 days after such
declaration, then, without regard to any directions by the bondholders,
all such defaults and their consequences ipso facto shall be deemed to
be waived;
and the parties shall be restored to their respective rights and obligations
under the indenture as if no default had occurred; but no such waiver of any
particular default shall extend to or affect or be deemed a waiver of any other
default or impair any right consequent thereon. (Section 9.05)
Remedies with Respect to Mortgaged Property
To the extent permitted by law, upon the occurrence of an event of default
the trustee may take actual possession of and enter, hold, use, operate and
manage all of the Mortgaged Property and conduct the business, either
personally or through the trustee's agents. If the trustee takes such action,
the trustee will receive the rents, income, issues and profits from the
Mortgaged Property and net of the costs and expenses of taking, holding,
operating and managing the Mortgaged Property, including reasonable
compensation to the trustee and its agents and counsel, taxes, assessments and
expenses for any repairs, alterations and improvements. (Section 9.04)
If one or more events of default occurs and continues without remedy for the
designated period, the trustee may sell the Mortgaged Property or in the
alternative, take appropriate judicial proceedings for the enforcement and
protection of its rights and the rights of the bondholders. (Section 9.06)
Control by Holders; Limitations
The holders of a majority in principal amount of the bonds outstanding under
the indenture will have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the trustee
10
or exercising any trust or power given to the trustee. The holders of a
majority in principal amount of the bonds of any series will have the right, on
behalf of all holders of the bonds of such series to consent to the waiving of
any past default and its consequences, other than a payment default. (Sections
9.22 and 9.28)
In addition, the indenture provides that no holder of bonds will have any
right to institute any suit, action or proceeding, at law or in equity, for the
foreclosure of the indenture, the execution of any trust with respect to the
indenture, the appointment of a receiver, or for any other remedy under the
indenture unless:
. the holder has previously given the trustee written notice of a
continuing event of default;
. the holders of at least a majority in principal amount of the outstanding
bonds have made written request upon the trustee and afforded the trustee
a reasonable opportunity to exercise its powers under the indenture or
institute the action, suit or proceeding in its own name; and
. the trustee has been offered reasonable security and indemnity against
costs and liabilities incurred to comply with the request; and
. the trustee has refused or failed to comply with the request within a
reasonable time or to take other appropriate action for the enforcement
of the indenture. (Section 9.20)
No holder will be entitled to institute any action to affect, disturb, or
prejudice the lien of the indenture, or to enforce any right under the
indenture, except in the manner specified in the indenture, and actions must be
instituted and maintained only according to the procedures established by the
indenture and for the equal benefit of all bondholders. Each registered holder,
however, has an unimpaired and unaffected right to receive payment when due and
to bring a suit to enforce that right, unless this action would impair the lien
of the indenture. (Sections 9.20 and 9.21)
Notice of Default
The trustee is required to give the bondholders notice of any default under
the indenture known to the trustee, unless the default has been cured within 90
days after the occurrence of the default, provided, however, that except in the
case of default in the payment of principal or interest of any bonds, or in the
payment of any Maintenance and Sinking Fund installment, the trustee may
withhold notice of default if and so long as the board of directors, the
executive committee of the board of directors or a trust committee of directors
and/or responsible officers of the trustee in good faith determine that the
withholding of notice is in the interest of the bondholders. (Section 9.03)
Modification of the Indenture
The indenture may be modified by the consent of the holders of at least 66
2/3% in principal amount of the bonds then outstanding, or in the event that
less than all of the bonds of a particular series of bonds outstanding are
affected by the modification, by the consent of the holders of 66 2/3% in
principal amount of the bonds of such series affected. The right of any holder
to receive payment of principal and interest when due or the right of any
holder to enforce such payment may not be changed without the consent of such
holder. (Section 16.05)
Defeasance, Cancellation and Discharge
The lien on our property securing the bonds will be cancelled and discharged
when the principal of and interest on the bonds has been paid or when we
deposit with the trustee sufficient funds to repay the principal of and
interest on all then outstanding bonds, and we request that the Mortgaged
Property revert to us and that the lien be cancelled and discharged. Unless we
request cancellation and discharge, the lien created by the indenture will not
be cancelled and discharged, but shall remain in place for the issuance of
future bonds pursuant to the terms of the indenture. (Sections 11.01 and 11.02)
11
Release Provisions
Unless an event of default has occurred and is continuing, we may, free from
the lien of the indenture and at any time, without any release by the trustee,
sell, exchange or dispose of obsolete machinery or equipment, provided we
replace the machinery and equipment with other machinery and equipment of
equivalent or greater value. (Section 10.02) In the absence of the occurrence
and continuance of an event of default, we may also at any time and from time
to time, without any release by the trustee:
. cancel or modify our rights-of-way, leases or contracts, other than
rights-of-way for transmission lines which require a release from the
trustee;
. surrender or modify any franchise or governmental consent or permit, so
long as we may still conduct our business in the same territory for the
same time;
. abandon the operation of any of our properties if the operation of such
property is not necessary or important for the operation of our other
systems and plants or where such abandonment is deemed to be advisable;
. produce, mine, sell or dispose of gas, oil, coal or other minerals, if
any, lying or being within or under any real property which is part of
the Mortgaged Property; and/or
. dispose of, in the ordinary course of business, fuel, repair parts,
repair material, operating supplies and commodities that comprise stock
or merchandise kept for sale, manufactured commodities, gas and other
personal property manufactured or acquired for sale in the ordinary
course of business. (Section 10.03)
The indenture also contains provisions for the release of property by the
trustee (i) upon a sale or exchange of such property provided that we receive
compensation equal to the fair value of the property and that the release is
advantageous to the conduct of the business and will not impair the Mortgaged
Property, and (ii) for property taken by eminent domain, and in each case
provided that the proceeds of any sale, exchange or taking by eminent domain
are deposited with the trustee. (Sections 10.04, 10.05)
Evidence of Compliance
The indenture provides that we will furnish to the trustee officer's
certificates, engineer's certificates and, in certain cases, independent
engineer's certificates and independent accountant's certificates in connection
with the authentication of any bonds, the release or release and substitution
of property and certain other matters, and opinions of counsel as to the lien
of the indenture and certain other matters.
Concerning the Trustee
U.S. Bank Trust National Association, a national banking association, duly
organized and existing under the laws of the United States of America, has been
appointed as the trustee. The principal office of the trustee is located at 500
South Hope Street, Suite 500, Los Angeles, California, 90071.
The trustee may resign at any time by giving us written notice and by
publishing notice in a required newspaper. The resignation will be effective
either on the date specified in the notice or on the date of appointment of a
successor trustee. The holders of a majority in principal amount of the
outstanding bonds may remove the trustee by signing, acknowledging, and filing
with the trustee a written instrument or concurrent written instruments. Under
certain circumstances, we may appoint a successor trustee. (Sections 14.16
and 14.17)
No Liability for Stockholders, Directors and Officers
None of our present, past or future stockholders, directors or officers will
be liable for any payments of principal or interest on the bonds, or for any
claim based on any payment of principal or interest, or on the indenture or any
supplemental indenture. (Article XII)
12
Defined Terms
Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for complete definitions of all such terms, as well as
any other capitalized terms used in this prospectus for which no definition is
provided:
"Appropriations of Earnings for Depreciation of Mortgaged Property" means
the amounts actually appropriated by the Company from earnings as provisions
for depreciation, depletion and retirements of Mortgaged Property and, if such
appropriations are calculated on a sinking fund or similar compound interest
method, shall include the portion thereof representing interest accrual as well
as the portion thereof representing the annuity charge.
"Board of Directors" means the board of directors of the Company.
"Excepted Property" means, notwithstanding anything contained in the
granting clauses of the indenture, from the property thereby mortgaged,
conveyed in trust, and/or pledged, all of the following property, whether now
owned by the Company or hereafter acquired by it:
(a) All bills, notes and accounts receivable, cash on hand or in bank,
contracts and operating agreements, other than those subjected to the lien
of the indenture pursuant to the indenture, chooses in action, and the
Company's interest in existing leases in which the Company is lessor and in
leases hereafter made of portions of the mortgaged property in which the
Company is lessor;
(b) Gas, manufactured commodities and other personal property
manufactured or acquired for sale in the ordinary course of business;
commodities and appliances constituting the whole or any part of stock or
merchandise kept for sale; and fuel, repair parts, repair material and
operating supplies;
(c) All motor vehicles and tools therefor;
(d) Gas, coal, oil or other minerals (when produced or severed);
(e) Bonds, notes, conditional sales contracts, and other evidences of
indebtedness, and shares of stock, and other certificates of interest,
other than those which may be actually delivered to the trustee pursuant to
the indenture, or any subsequent provisions of the indenture;
(f) Any gas and/or oil acreage, gas and/or oil wells, gas and/or oil
reserves, or gas and/or oil leaseholds hereafter acquired by the Company,
or any property or equipment now or hereafter owned by the Company and used
for the development of gas and/or oil acreage or for the drilling for or
production of gas and/or oil from such acreage; and
(g) certain real property as described in the indenture.
"Mortgaged Property" and "Trust Estate" mean as of any particular time the
property which at said time is covered or intended to be covered by the lien of
the indenture; provided that moneys held by the trustee in trust for the
payment, at maturity or on a date fixed for redemption, of specific bonds shall
not be deemed to be a part of the mortgaged property or trust estate.
"Net Bondable Value of Property Additions" means, at any particular time,
the aggregate of the cost to the Company or, as to such property additions
which have not been retired, the fair value to the Company, if the fair value
is less than cost, of all gross property additions purchased, constructed or
otherwise acquired by the Company, after deducting therefrom the amounts
specified in the following paragraphs (1), (2) and (3) and the greater of the
amounts specified in the following paragraphs (A) or (B) after each of the
amounts specified in said paragraphs (A) and (B) has been reduced by the amount
of all credits taken on the basis of cash and bonds delivered to the trustee:
(1) The aggregate of:
(i) the amount of all cash theretofore deposited with the trustee
which shall have been withdrawn on the basis of property additions;
13
(ii) the amount by which cash, provided to be deposited with the
trustee pursuant to any provision of the indenture, has been reduced on
the basis of property additions;
(iii) the amount of all credits taken pursuant to the indenture on
the basis of property additions; and
(iv) the amount by which all credits taken pursuant to the indenture
on the basis of property additions shall exceed whichever is the
greater of the amounts specified in paragraphs (A) or (B) of this
definition;
(2) 150% of the amount of all cash withdrawn pursuant to the indenture;
(3) 150% of the aggregate principal amount of additional bonds
theretofore authenticated and delivered pursuant to the indenture upon the
basis of property additions; and
(A) the sum of all appropriations of earnings for depreciation of
bondable property made on or after January 1, 1955; or
(B) the aggregate of:
(i) the bonded cost of all bondable property theretofore (but on or
after January 1, 1955) retired, excepting property to an amount not
exceeding $5,000,000 owned by the Company on October 1, 1940, and built
for the manufacture of gas from oil, and excepting property mentioned
in paragraph (ii) next following;
(ii) the excess, if any, of the bonded cost of all bondable property
(aa) theretofore (but on or after January 1, 1955) released from
the lien of the indenture, over the fair value thereof to the
Company at the time of its release, as stated in an engineers'
certificate filed with the trustee or, if an independent engineer's
certificate is filed, then as stated in such independent engineer's
certificate,
(bb) theretofore (but on or after January 1, 1955) taken by
exercise of a power of eminent domain, over the proceeds paid to the
trustee, and
(cc) in respect of which insurance proceeds has theretofore (but
on or after January 1, 1955) been paid to the trustee, over the cash
so paid to the trustee in respect thereof.
"Net Earnings of the Corporation Available for Interest" means the net
earnings of the Company ascertained as follows:
(a) The total operating revenues of the Company and the net non-
operating revenues of the properties of the Company shall be ascertained by
the Company.
(b) From the total, determined as provided in subdivision (a), there
shall be deducted (1) all operating expenses, including cost of gas
purchased, all salaries, rentals, insurance, license and franchise fees,
expenditures for ordinary repairs and maintenance, provision for
uncollectible accounts, taxes (other than income and excess or other
profits taxes which are imposed on or measured by income after the
deduction of interest charges), but excluding all depreciation, depletion,
or property retirement appropriations, all interest charges, and
amortization of debt discount and expense or premium, and (2) net non-
operating losses of the properties of the Company, if any.
(c) The balance remaining after the deduction of the total amount
computed pursuant to subdivision (b) from the total amount computed
pursuant to subdivision (a) shall constitute the "Net Earnings of the
Corporation Available for Interest", subject to subdivisions (d), (e), (f),
(g) and (h) below.
(d) If the net non-operating revenues to be included in the foregoing
calculation would exceed five per cent (5%) of the net operating revenues
so to be included, there shall be included in the foregoing calculation
with respect to net non-operating revenues only an amount equal to five per
cent (5%) of such net operating revenues.
14
(e) No income received or accrued by the Company from securities and no
profits or losses from the sale, abandonment, reclassification or
revaluation of capital assets shall be included in making such
computations.
(f) In case the Company shall have acquired any property additions or
shall have been consolidated or merged with any other corporation, or shall
have acquired all or substantially all of the assets of another
corporation, within or after the particular period for which the
calculation of Net Earnings of the Corporation Available for Interest is
made, then, in computing the Net Earnings of the Corporation Available for
Interest there shall be included, to the extent they may not have been
otherwise included, the net earnings or net losses of such property
additions or of such other corporation, as the case may be, for the whole
of such period. The net earnings of such property additions, or of such
other corporation, for the period preceding such acquisition or such
consolidation or merger, shall be ascertained and computed as provided in
the foregoing subdivisions of this definition as if such property additions
or the assets of such other corporation, as the case may be, had been owned
by the Company during the whole of such period, or as if such other
corporation had been consolidated or merged with the Company prior to the
first day of such period.
(g) In case the Company shall have obtained the release of property of
an aggregate fair value in excess of One Million Dollars ($1,000,000), as
shown by the engineer's certificate, or shall have obtained the release of
property of which the aggregate proceeds of which shall have exceeded One
Million Dollars ($1,000,000), within or after the particular period for
which the calculation of net earnings of the Corporation available for
interest is made, then, in computing the Net Earnings of the Corporation
Available for Interest, the net earnings or net losses of such property for
the whole of such period shall be excluded to the extent possible on the
basis of actual earnings and expenses of such property or on the basis of
such estimates of the earnings and expenses of such property as the signers
of an officers' certificate filed with the trustee shall deem proper.
(h) The Net Earnings of the Corporation Available for Interest, whether
of the Company or of some other corporation or of property, shall be
determined in accordance with principles of sound accounting practice.
"Net Investment in Mortgaged Property" means as of any particular time the
total cost of the Mortgaged Property less the then related reserves for
depreciation, depletion and amortization or other reserves for retirement of
such property; all determined in compliance with the Uniform System of Accounts
for Gas Corporations prescribed by the Public Utilities Commission of the State
of California, effective January 1, 1949, or in compliance with such system of
accounts as said Commission or other similar regulatory body may from time to
time prescribe, or to the extent that any such system is not so prescribed or
is not applicable, then in accordance with sound accounting practice.
"Permissible Encumbrances" means:
(a) the lien of taxes and assessments not at the time due;
(b) the lien of taxes for the then current year;
(c) the lien of specified taxes and assessments already due but the
validity of which is being contested at the time by the Company in good
faith, unless thereby in the opinion of counsel any of the Mortgaged
Property may be lost or forfeited;
(d) undetermined liens and charges incidental to construction;
(e) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate
a purchaser of, any of the Mortgaged Property;
(f) liens upon rights-of-way for transmission or distribution line
purposes, provided that the Company has, in the opinion of counsel, power
under eminent domain or similar statutes to condemn or acquire
15
easements or rights-of-way sufficient for its purposes over the land
covered by the easements or rights-of-way in question or other lands
adjacent thereto;
(g) easements or similar encumbrances the existence of which in the
opinion of the signers of an engineer's certificate filed at the particular
time, does not impair the use of the property described in such certificate
for the purposes for which it was acquired or is then used; and
(h) possible adverse rights or interests which, in the opinion of
counsel, are unimportant and may properly be disregarded.
"Refundable Bonds" means, at any particular time, all bonds which shall
theretofore have been authenticated and delivered under the provisions of the
indenture and issued by the Company and bonds, not issued by the Company, which
have been established as refundable pursuant to the indenture; provided that
such bonds, whether authenticated under the indenture or established as
refundable, shall have been theretofore paid at maturity or redeemed or
purchased (otherwise than out of funds included in the Trust Estate) and
surrendered to the trustee, either canceled or uncanceled, or surrendered to
the trustee for conversion (if convertible), or otherwise surrendered to the
trustee, subject to certain exceptions provided in the indenture, and which
shall not theretofore have been made the basis for the authentication and
delivery of additional bonds or the withdrawal of cash under the provisions of
the indenture or the reduction of the amount of cash to be deposited under the
provisions of the indenture or paid or redeemed or purchased pursuant to, or
used to reduce the amount of cash to be deposited pursuant to, or otherwise
retired through the operation of, or used in compliance with the requirements
of, the provisions of the maintenance and sinking fund established by the
indenture or of any sinking fund, amortization fund, or analogous fund
established by any indenture supplemental to the indenture, which does not
permit the authentication of additional bonds upon the basis of bonds so paid,
redeemed, purchased, retired, or used.
Bonds and coupons for the payment or redemption of which moneys shall have
been deposited (whether at or prior to maturity or the redemption date of such
bonds) with the trustee if such bonds were issued under the indenture, or with
the trustee of the other indenture under which such bonds were issued, shall be
deemed to have been paid within the meaning of this definition; provided,
however, that if such bonds are to be redeemed prior to the maturity thereof,
notice of such redemption shall be given as described above under the caption
"Optional Redemption" or as provided pursuant to the redemption provisions of
such other indenture, as the case may be, or provisions satisfactory to the
trustee shall have been made for such publication.
16
GLOBAL SECURITIES
Unless indicated otherwise in any prospectus supplement, the bonds initially
will be issued in book-entry form and represented by one or more global notes
or global securities (collectively, "global securities"). If issued in book-
entry form, the global securities will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, as depositary ("DTC"), and
registered in the name of Cede & Co., its nominee. Unless and until it is
exchanged for individual certificates evidencing bonds under the limited
circumstances described below, a global security may not be transferred except
as a whole by the depositary to its nominee or by the nominee to the
depositary, or by the depositary or its nominee to a successor depositary or to
a nominee of the successor depositary.
DTC has advised us that it is:
. a limited-purpose trust company organized under the New York Banking Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange LLC and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of bonds within the DTC system must be made by or through direct
participants, which will receive a credit for those bonds on DTC's records. The
ownership interest of the actual purchaser of a debt security, which we
sometimes refer to as a "beneficial owner," is in turn recorded on the direct
and indirect participants' records. Beneficial owners of bonds will not receive
written confirmation from DTC of their purchases. However, beneficial owners
are expected to receive written confirmations providing details of their
transactions, as well as periodic statements of their holdings, from the direct
or indirect participants through whom they purchased bonds. Transfers of
ownership interests in global securities are to be accomplished by entries made
on the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in
the global securities except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited with DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of
bonds with DTC and their registration in the name of Cede & Co. will not change
the beneficial ownership of the bonds. DTC has no knowledge of the actual
beneficial owners of the bonds. DTC's records reflect only the identity of the
direct participants to whose accounts the securities are credited, which may or
may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.
17
Redemption notices will be sent to DTC or its nominee. If less than all of
the bonds of a particular series are being redeemed, DTC will determine the
amount of the interest of each direct participant in the bonds of such series
to be redeemed in accordance with DTC's procedures.
In any case where a vote may be required with respect to bonds of a
particular series, neither DTC nor Cede & Co. will give consents for or vote
the global securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy
assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the bonds of such series are credited on the
record date identified in a listing attached to the omnibus proxy.
We will make payments on global securities to the depositary or its nominee,
as the registered owner of such bonds, by wire transfer of immediately
available funds. If bonds are issued in definitive certificated form under the
limited circumstances described below we will have the option of paying
interest 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 payment date by the persons entitled to
payment.
Principal and interest payments on global securities will be made to Cede &
Co., as nominee of DTC. DTC's practice is to credit direct participants
accounts on the relevant payment date unless DTC has reason to believe that it
will not receive payment on the payment date. Payments by direct and indirect
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with bonds held for the account of
customers in bearer form or registered in "street name." Those payments will be
the responsibility of participants and not of DTC or us, subject to any legal
requirements in effect from time to time. Payment of principal and interest to
Cede & Co. is our responsibility, disbursement of payments to direct
participants is the responsibility of DTC and disbursement of payments to the
beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers of bonds
will not be entitled to have bonds registered in their names and will not
receive physical delivery of bonds. Accordingly, each beneficial owner must
rely on the procedures of DTC and its participants to exercise any rights under
the bonds and the indenture.
The laws of some jurisdictions may require that some purchasers of bonds
take physical delivery of bonds in definitive form. Those laws may impair the
ability to transfer or pledge beneficial interests in bonds.
DTC is under no obligation to provide its services as depositary for the
bonds and may discontinue providing its services at any time. Neither we nor
the trustee will have any responsibility for the performance by DTC or its
direct participants or indirect participants under the rules and procedures
governing DTC.
As noted above, beneficial owners of a particular series of bonds generally
will not receive certificates representing their ownership interests in those
bonds. However, if:
. DTC notifies us that it is unwilling or unable to continue as a
depositary for the global security or securities representing such series
of bonds or if DTC ceases to be a clearing agency registered under the
Securities Exchange Act at a time when it is required to be registered
and a successor depositary is not appointed within 90 days of the
notification to us or of our becoming aware of DTC's ceasing to be so
registered, as the case may be;
. we determine, in our sole discretion, not to have the bonds of such
series represented by one or more global securities of such series; or
. an event of default under the indenture has occurred and is continuing
with respect to the bonds of such series,
we will prepare and deliver certificates for the bonds of such series in
exchange for beneficial interests in the global securities. Any beneficial
interest in a global security that is exchangeable under the circumstances
18
described in the preceding sentence will be exchangeable for securities in
definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTC's book-entry system from sources that are
believed to be reliable, but we do not take responsibility for the accuracy of
this information.
19
PLAN OF DISTRIBUTION
We may sell the bonds described in this prospectus from time to time in one
or more transactions:
. to purchasers directly;
. to underwriters for public offering and sale by them;
. through agents;
. through dealers; or
. through a combination of any of the foregoing methods of sale.
We may distribute the bonds from time to time in one or more transactions
at:
. a fixed price or prices, which may be changed;
. market prices prevailing at the time of sale;
. prices related to such prevailing market prices; or
.negotiated prices.
Direct Sales
We may sell the bonds directly to institutional investors or others. A
prospectus supplement will describe the terms of any sale of bonds we are
offering hereunder.
To Underwriters
The prospectus supplement will name any underwriter involved in a sale of
bonds. Underwriters may offer and sell securities at a fixed price or prices,
which may be changed, or from time to time at market prices or at negotiated
prices. Underwriters may be deemed to have received compensation from us from
sales of bonds in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of bonds for whom they may act as
agent.
Underwriters may sell the bonds to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions, which may be changed from time to time,
from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase bonds will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all the bonds of such series
if they purchase any.
Through Agents and Dealers
We will name any agent involved in a sale of the bonds, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the bonds being offered pursuant to
this prospectus, we will sell the bonds to the dealer, as principal. The dealer
may then resell the bonds to the public at varying prices to be determined by
the dealer at the time of resale.
20
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase bonds pursuant to contracts providing for payment and delivery on
future dates. Such contracts will be subject to only those conditions set forth
in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the bonds, the
commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the bonds may be
deemed to be underwriters as defined in the Securities Act of 1933 (the
"Securities Act"), and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions, under the Securities Act. We may have
agreements with underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the Securities Act, and
to reimburse them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the bonds on any securities exchange. The bonds will be a new issue of
securities with no established trading market. Any underwriters that purchase
bonds for public offering and sale may make a market in such bonds, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We make no assurance as to the liquidity of
or the trading markets for any bonds.
EXPERTS
The consolidated financial statements as of December 31, 2000 and 1999 and
for each of the three years in the period ended December 31, 2000 incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and has been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE BONDS
Latham & Watkins, Los Angeles, California, will pass upon certain legal
matters relating to the issuance and sale of the bonds on behalf of us. Gary W.
Kyle, Chief Corporate Counsel of Sempra Energy, our ultimate parent company,
will pass upon the validity of the bonds and various other legal matters
relating to the issuance and sale of the bonds. Sidley Austin Brown & Wood LLP,
San Francisco, California will act as counsel for any underwriters or agents.
Paul C. Pringle, a partner of Sidley Austin Brown & Wood LLP, owns 2,162 shares
of common stock of Sempra Energy.
21
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee................ $ 87,500
Printing expenses.................................................. 150,000
Trustee fees and expenses.......................................... 75,000
Legal fees and expenses............................................ 100,000
Accounting fees and expenses....................................... 100,000
Blue Sky fees and expenses ........................................ 50,000
Rating Agency fees ................................................ 250,000
Miscellaneous...................................................... 12,500
--------
Total............................................................ $825,000
========
--------
All of the above except the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Officers and Directors.
Section 317 of the Corporations Code of the State of California permits a
corporation to provide indemnification to its directors and officers under
certain circumstances. The Southern California Gas Company Restated Articles of
Incorporation and Bylaws eliminate the liability of directors for monetary
damages to the fullest extent permissible under California law and provide that
indemnification for liability for monetary damages incurred by directors,
officers and other agents of Southern California Gas Company shall be allowed,
subject to certain limitations, in excess of the indemnification otherwise
permissible under California law. In addition, Southern California Gas Company
has indemnification agreements with each of its officers and directors that
provide for indemnification for monetary damages to the fullest extent
permissible under California law. Southern California Gas Company maintains
liability insurance and is also insured against loss for which it may be
required or permitted by law to indemnify its directors and officers for their
related acts.
The directors and officers of Southern California Gas Company are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred
by them in such capacities and against which they cannot be indemnified by
Southern California Gas Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
Item 16. Exhibits.
Exhibit
No. Description
------- -----------
1.1 Form of Underwriting Agreement**
3.1 Restated Articles of Incorporation of Southern California Gas Company
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1996 (Exhibit 3.01)).
3.2 Bylaws of Southern California Gas Company dated September 1, 1998
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.02)).
4.01 Form of definitive First Mortgage Bonds (Included in Exhibit 4.38)
4.02 First Mortgage Indenture of Southern California Gas Company to
American Trust Company dated October 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4504
filed on September 16, 1940 (Exhibit B-3)).
4.03 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1947 (Incorporated by reference from
Registration Statement No. 2-7072 filed by Southern California Gas
Company on March 15, 1947 (Exhibit B-5)).
4.04 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of May 1, 1948 (Incorporated by reference from
Registration Statement No. 2-7459 filed by Southern California Gas
Company on March 16, 1948 (Exhibit B-6)).
4.05 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1950 (Incorporated by reference from
Registration Statement No. 2-8448 filed by Southern California Gas
Company on May 2, 1950 (Exhibit 7.04)).
4.06 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of April 1, 1952 (Incorporated by reference
from Registration Statement No. 2-9461 filed by Southern California
Gas Company on February 21, 1952 (Exhibit 4.06)).
4.07 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of August 1, 1955 (Incorporated by reference
from Registration Statement No. 2-11997 filed by Pacific Lighting
Corporation on October 26, 1955 (Exhibit 4.07)).
4.08 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1956 (Incorporated by reference from
Registration Statement No. 2-12456 filed by Southern California Gas
Company on April 23, 1956 (Exhibit 2.08)).
4.09 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of December 1, 1956 (Incorporated by reference
from Registration Statement No. 2-13382 filed by Southern California
Gas Company on May 29, 1957 (Exhibit 2.09)).
4.10 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1957 (Incorporated by reference from
Registration Statement No. 2-133882 filed by Southern California Gas
Company on May 29, 1957 (Exhibit 2.10)).
4.11 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of October 1, 1959 (Incorporated by reference
from Registration Statement No. 2-15501 filed by Southern California
Gas Company on August 24, 1959 (Exhibit 2.11)).
4.12 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of July 1, 1963, (Incorporated by reference from
Registration Statement No. 2-21452 filed by Southern California Gas
Company on May 27, 1963 (Exhibit 2.12)).
4.13 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of September 1, 1964 (Incorporated by reference
from Registration Statement No. 2-25695 filed by Southern California
Gas Company on November 8, 1966 (Exhibit 2.16)).
II-2
4.14 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of June 1, 1965 (Incorporated by reference from
Registration Statement No. 2-59832 filed by Southern California Gas
Company on September 6, 1977 (Exhibit 2.16)).
4.15 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of December 1, 1966 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.15)).
4.16 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1970 (Incorporated by
reference from Registration Statement No. 2-38362 filed by Southern
California Gas Company on September 10, 1970 (Exhibit 2.20)).
4.17 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association dated as of August 1, 1972 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.19)).
4.18 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 1, 1972 (Incorporated
by reference from Registration Statement No. 2-45361filed Southern
California Gas Company on August 16, 1972 (Exhibit 2.13)).
4.19 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1974 (Incorporated by
reference from Registration Statement No. 2-51964 filed by Southern
California Gas Company on September 17, 1974 (Exhibit 2.19)).
4.20 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of May 1, 1976 (Incorporated by
reference from Registration Statement No. 2-56034 filed by Southern
California Gas Company on April 14, 1976 (Exhibit 2.20)).
4.21 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1977 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.23)).
4.22 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of November 1, 1979 (Incorporated by
reference from Registration Statement No. 2-70597 filed by Southern
California Gas Company on January 19, 1981 (Exhibit 4.22)).
4.23 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of February 1, 1981.**
4.24 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 15, 1981.**
4.25 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of April 1, 1982.**
4.26 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of August 15, 1983.**
4.27 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, as successor trustee to Manufacturers Hanover Trust
Company of California and Wells Fargo Bank, National Association, dated
as of May 18, 1984 (Incorporated by reference from Registration Statement
No. 2-93302 filed by Southern California Gas Company on September 18,
1984 (Exhibit 4.27)).
4.28 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank dated December 16, 1985 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.28)).
4.29 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, dated as of March 1, 1986 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.29)).
II-3
4.30 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, as successor trustee to Crocker National
Bank dated November 15, 1986 (Incorporated by reference from
Registration Statement No. 33-13287 filed by Southern California Gas
Company on April 9, 1987 (Exhibit 4.30)).
4.31 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated December 1, 1986 (Incorporated by
reference from Registration Statement No. 33-13287 filed by Southern
California Gas Company on April 9, 1987 (Exhibit 4.31)).
4.32 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of January 15, 1988.**
4.33 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of June 15, 1988 (Incorporated by
reference from Registration Statement No. 33-24528 filed by Southern
California Gas Company on September 22, 1988 (Exhibit 4.33)).
4.34 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of November 1, 1988
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.34)).
4.35 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of December 1, 1990
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.35)).
4.36 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of October 1, 1991
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.37 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, as successor trustee to Bankers
Trust Company of California, N.A., dated as of August 15, 1992
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.38 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of December 15, 1992
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.38)).
4.39 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of March 1, 1993
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.39)).
4.40 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of June 15, 1993
(Incorporated by reference from Registration Statement No. 001-01402
filed by Southern California Gas Company on June 14, 1993 (Exhibit
2.39)).
4.41 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of November 1, 1993
(Incorporated by reference from Registration Statement No. 001-01402
filed by Southern California Gas Company on November 9, 1993 (Exhibit
2.40)).
4.42 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of November 15, 1993
(Incorporated by reference from Registration Statement No. 001-01402
filed by Southern California Gas Company on November 29, 1993 (Exhibit
2.41)).
5.1 Opinion of Gary W. Kyle, Esq.*
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 2000, 1999, 1998, 1997 and 1996
and six-month periods ended June 30, 2000 and June 30, 2001.*
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).*
II-4
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).*
24.1 Power of Attorney (included on pages II-4 and 5).*
25.1 Statement of Eligibility of Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.*
--------
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Southern California Gas Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Securities Act.
II-5
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Southern California Gas Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, and State of California, on the 18th day of October, 2001.
Southern California Gas Company
/s/ Edwin A. Guiles
By: _________________________________
Edwin A. Guiles
Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 18th day of October, 2001.
Signature Title
--------- -----
/s/ Edwin A. Guiles Chairman; Principal Executive,
______________________________________ Accounting and Financial Officer;
Edwin A. Guiles President and Chief Financial
Officer
* Director
______________________________________
Hyla H. Bertea
* Director
______________________________________
Herbert L. Carter
* Director
______________________________________
Richard A. Collato
* Director
______________________________________
Daniel W. Derbes
* Director
______________________________________
Wilford D. Godbold, Jr
* Director
______________________________________
William D. Jones
* Director
______________________________________
Ralph R. Ocampo
II-7
Signature Title
--------- -----
* Director
______________________________________
William G. Ouchi
* Director
______________________________________
Thomas C. Stickel
* Director
______________________________________
Diana L. Walker
/s/ Edwin A. Guiles
*By: _________________________________
Edwin A. Guiles
Attorney-In-Fact
II-8
SOUTHERN CALIFORNIA GAS COMPANY
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1.1 Form of Underwriting Agreement**
3.1 Restated Articles of Incorporation of Southern California Gas Company
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1996 (Exhibit 3.01)).
3.2 Bylaws of Southern California Gas Company dated September 1, 1998
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.02)).
4.01 Form of definitive First Mortgage Bonds (Included in Exhibit 4.38)
4.02 First Mortgage Indenture of Southern California Gas Company to
American Trust Company dated October 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4504
filed on September 16, 1940 (Exhibit B-3)).
4.03 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1947 (Incorporated by reference from
Registration Statement No. 2-7072 filed by Southern California Gas
Company on March 15, 1947 (Exhibit B-5)).
4.04 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of May 1, 1948 (Incorporated by reference from
Registration Statement No. 2-7459 filed by Southern California Gas
Company on March 16, 1948 (Exhibit B-6)).
4.05 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1950 (Incorporated by reference from
Registration Statement No. 2-8448 filed by Southern California Gas
Company on May 2, 1950 (Exhibit 7.04)).
4.06 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of April 1, 1952 (Incorporated by reference
from Registration Statement No. 2-9461 filed by Southern California
Gas Company on February 21, 1952 (Exhibit 4.06)).
4.07 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of August 1, 1955 (Incorporated by reference
from Registration Statement No. 2-11997 filed by Pacific Lighting
Corporation on October 26, 1955 (Exhibit 4.07)).
4.08 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1956 (Incorporated by reference from
Registration Statement No. 2-12456 filed by Southern California Gas
Company on April 23, 1956 (Exhibit 2.08)).
4.09 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of December 1, 1956 (Incorporated by reference
from Registration Statement No. 2-13382 filed by Southern California
Gas Company on May 29, 1957 (Exhibit 2.09)).
4.10 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1957 (Incorporated by reference from
Registration Statement No. 2-133882 filed by Southern California Gas
Company on May 29, 1957 (Exhibit 2.10)).
4.11 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of October 1, 1959 (Incorporated by reference
from Registration Statement No. 2-15501 filed by Southern California
Gas Company on August 24, 1959 (Exhibit 2.11)).
4.12 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of July 1, 1963, (Incorporated by reference from
Registration Statement No. 2-21452 filed by Southern California Gas
Company on May 27, 1963 (Exhibit 2.12)).
II-9
4.13 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of September 1, 1964 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.16)).
4.14 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of June 1, 1965 (Incorporated by reference from
Registration Statement No. 2-59832 filed by Southern California Gas
Company on September 6, 1977 (Exhibit 2.16)).
4.15 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of December 1, 1966 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.15)).
4.16 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1970 (Incorporated by
reference from Registration Statement No. 2-38362 filed by Southern
California Gas Company on September 10, 1970 (Exhibit 2.20)).
4.17 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association dated as of August 1, 1972 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.19)).
4.18 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 1, 1972 (Incorporated
by reference from Registration Statement No. 2-45361filed Southern
California Gas Company on August 16, 1972 (Exhibit 2.13)).
4.19 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1974 (Incorporated by
reference from Registration Statement No. 2-51964 filed by Southern
California Gas Company on September 17, 1974 (Exhibit 2.19)).
4.20 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of May 1, 1976 (Incorporated by
reference from Registration Statement No. 2-56034 filed by Southern
California Gas Company on April 14, 1976 (Exhibit 2.20)).
4.21 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1977 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.23)).
4.22 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of November 1, 1979 (Incorporated by
reference from Registration Statement No. 2-70597 filed by Southern
California Gas Company on January 19, 1981 (Exhibit 4.22)).
4.23 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of February 1, 1981.**
4.24 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 15, 1981.**
4.25 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of April 1, 1982.**
4.26 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of August 15, 1983.**
4.27 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, as successor trustee to Manufacturers Hanover Trust
Company of California and Wells Fargo Bank, National Association, dated
as of May 18, 1984 (Incorporated by reference from Registration Statement
No. 2-93302 filed by Southern California Gas Company on September 18,
1984 (Exhibit 4.27)).
II-10
4.28 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank dated December 16, 1985 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.28)).
4.29 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, dated as of March 1, 1986 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.29)).
4.30 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, as successor trustee to Crocker National Bank
dated November 15, 1986 (Incorporated by reference from Registration
Statement No. 33-13287 filed by Southern California Gas Company on
April 9, 1987 (Exhibit 4.30)).
4.31 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated December 1, 1986 (Incorporated by
reference from Registration Statement No. 33-13287 filed by Southern
California Gas Company on April 9, 1987 (Exhibit 4.31)).
4.32 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of January 15, 1988.**
4.33 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of June 15, 1988 (Incorporated by
reference from Registration Statement No. 33-24528 filed by Southern
California Gas Company on September 22, 1988 (Exhibit 4.33)).
4.34 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of November 1, 1988
(Incorporated by reference from Registration Statement No. 33-38476 filed
by Southern California Gas Company on December 28, 1990 (Exhibit 4.34)).
4.35 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of December 1, 1990
(Incorporated by reference from Registration Statement No. 33-38476 filed
by Southern California Gas Company on December 28, 1990 (Exhibit 4.35)).
4.36 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of October 1, 1991
(Incorporated by reference from Registration Statement No. 33-50826 filed
by Southern California Gas Company on August 13, 1992).
4.37 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, as successor trustee to Bankers
Trust Company of California, N.A., dated as of August 15, 1992
(Incorporated by reference from Registration Statement No. 33-50826 filed
by Southern California Gas Company on August 13, 1992).
4.38 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of December 15, 1992
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.38)).
4.39 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of March 1, 1993
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.39)).
4.40 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of June 15, 1993
(Incorporated by reference from Registration Statement No. 001-01402
filed by Southern California Gas Company on June 14, 1993 (Exhibit
2.39)).
4.41 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of November 1, 1993
(Incorporated by reference from Registration Statement No. 001-01402
filed by Southern California Gas Company on November 9, 1993 (Exhibit
2.40)).
II-11
4.42 Supplemental Indenture of Southern California Gas Company to First
Trust of California, National Association, dated as of November 15,
1993 (Incorporated by reference from Registration Statement
No. 001-01402 filed by Southern California Gas Company on November 29,
1993 (Exhibit 2.41)).
5.1 Opinion of Gary W. Kyle, Esq.*
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 2000, 1999, 1998, 1997 and
1996 and six-month periods ended June 30, 2000 and June 30, 2001.*
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).*
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).*
24.1 Power of Attorney (included on pages II-4 and 5).*
25.1 Statement of Eligibility of Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.*
--------
*Previously filed.
**Filed herewith.
II-12
EX-1.1
3
dex11.txt
FORM OF UNDERWRITING AGREEMENT
EXHIBIT 1.1
Southern California Gas Company
First Mortgage Bonds
--------------------------
Underwriting Agreement
--------------------------
____________, 200_
To the Representatives of the
several Underwriters named in
the respective Pricing Agreements
hereinafter described
Ladies and Gentlemen:
From time to time, Southern California Gas Company, a California
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its first mortgage bonds (the "First
Mortgage Bonds") specified in Schedule II to such Pricing Agreement (with
respect to such Pricing Agreement, the "Designated Bonds").
The terms and rights of any particular issuance of Designated Bonds shall
be as specified in the Pricing Agreement relating thereto and in or pursuant to
the indenture (the "Indenture") identified in such Pricing Agreement.
1. Particular sales of Designated Bonds may be made from time to time to
the Underwriters of such First Mortgage Bonds, for whom the firms designated as
representatives of the Underwriters of such First Mortgage Bonds in the Pricing
Agreement relating thereto will act as representatives (the "Representatives").
The term "Representatives" also refers to a single firm acting as sole
representative of the Underwriters and to an Underwriter or Underwriters who act
without any firm being designated as its or their representatives. This
Underwriting Agreement shall not be construed as an obligation of the Company to
sell any of the First Mortgage Bonds or as an obligation of any of the
Underwriters to purchase any of the First Mortgage Bonds. The obligation of the
Company to issue and sell any of the First Mortgage Bonds and the obligation of
any of the Underwriters to purchase any of the First Mortgage Bonds shall be
evidenced by the Pricing Agreement with respect to the Designated Bonds
specified therein. Each Pricing Agreement shall specify the aggregate principal
amount of such Designated Bonds, the initial public offering price of such
Designated Bonds, the purchase price to the Underwriters of such Designated
Bonds, the names of the Underwriters of such Designated Bonds, the names of the
Representatives of such Underwriters and the principal
amount of such Designated Bonds to be purchased by each Underwriter and shall
set forth the date, time and manner of delivery of such Designated Bonds and
payment therefor. The Pricing Agreement shall also specify (to the extent not
set forth in the Indenture and the registration statement and prospectus with
respect thereto) the terms of such Designated Bonds. A Pricing Agreement shall
be in the form of an executed writing (which may be in counterparts), and may be
evidenced by an exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of communications
transmitted. The obligations of the Underwriters under this Agreement and each
Pricing Agreement shall be several and not joint.
2. The Company represents and warrants to, and agrees with, each of the
Underwriters that:
(a) Registration statements on Form S-3 (Files No. 33-59404 and 333-
70654) (including any amendments thereto, the "Initial Registration Statements")
in respect of the First Mortgage Bonds have been filed with the Securities and
Exchange Commission (the "Commission"); the Initial Registration Statements and
any post-effective amendment thereto subsequent to the date hereof, each in the
form heretofore delivered or to be delivered to the Representatives and,
excluding exhibits to the Initial Registration Statements, but including all
documents incorporated by reference in the prospectus with respect to such
Initial Registration Statements filed pursuant to Rule 429 under the Securities
Act of 1933, as amended (the "Act"), to the Representatives for each of the
other Underwriters, have been declared effective by the Commission in such form;
other than a registration statement, if any, increasing the size of the offering
(a "Rule 462(b) Registration Statement"), filed pursuant to Rule 462(b) under
the Act, which, if so filed, became effective upon filing, no other document
with respect to the Initial Registration Statements or any document incorporated
by reference therein has heretofore been filed or transmitted for filing with
the Commission (other than documents filed after the filing date of the Initial
Registration Statements under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and prospectuses filed pursuant to Rules 424(b) and 429 of
the rules and regulations of the Commission under the Act, each in the form
heretofore delivered to the Representatives); and no stop order suspending the
effectiveness of the Initial Registration Statements, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission (any preliminary prospectus with respect to the Initial
Registration Statements pursuant to Rule 429 under the Act or filed with the
Commission pursuant to Rule 424(a) under the Act, is hereinafter called a
"Preliminary Prospectus"; the various parts of the Initial Registration
Statements, any post-effective amendment thereto and the Rule 462(b)
Registration Statement, if any, including all exhibits thereto and the documents
incorporated by reference in the prospectus with respect to the Initial
Registration Statements pursuant to Rule 429 under the Act at the time such part
of the Initial Registration Statements became effective but excluding any Form
T-1, each as amended at the time such part of the Initial Registration
Statements became effective or such part of the Rule 462(b) Registration
Statement, if any, became or hereafter becomes effective, are hereinafter
collectively called the "Registration Statement"; the prospectus relating to the
First Mortgage Bonds, in the form in which it has most recently been filed, or
transmitted for filing, with the Commission pursuant to Rule 429 under the Act
on or prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to the applicable form under the Act, as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; any reference
to any
2
amendment or supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of such
Preliminary Prospectus or Prospectus, as the case may be, under the Exchange
Act, and incorporated by reference in such Preliminary Prospectus or Prospectus,
as the case may be, as of the date of filing of such document; any reference to
any amendment to the Initial Registration Statements shall be deemed to refer to
and include any annual report of the Company filed pursuant to Sections 13(a) or
15(d) of the Exchange Act after the effective date of the Initial Registration
Statements that is incorporated by reference in the Registration Statement; and
any reference to the Prospectus shall be deemed to refer to the Prospectus as
amended or supplemented in relation to the applicable Designated Bonds in the
form in which it is filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof, including any documents incorporated
by reference therein as of the date of such filing;
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the Act or the
Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder, and none of such documents contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; and any further documents so filed and incorporated by
reference in the Prospectus or any further amendment or supplement thereto, when
such documents become effective or are filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished
in writing to the Company by an Underwriter of Designated Bonds through the
Representatives expressly for use in the Prospectus as amended or supplemented
relating to such First Mortgage Bonds;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the Act
and the rules and regulations of the Commission thereunder and the Registration
Statement conforms, and any further amendments or supplements to the
Registration Statement will conform, in all material respects to the
requirements of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission thereunder and
do not and will not, as of the applicable effective date as to the Registration
Statement and any amendment thereto and as of the applicable filing date and the
applicable time of delivery as to the Prospectus and any amendment or supplement
thereto, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter of
Designated Bonds through the Representatives expressly for use in the Prospectus
as amended or supplemented relating to such First Mortgage Bonds;
3
(d) The Company has not sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus; and, since the date as of
which information is given in the Registration Statement and the Prospectus,
there has not been any material change in the capital stock or long-term debt of
the Company or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
management, financial position, shareholders' equity or results of operations of
the Company, otherwise than as set forth or contemplated in the Prospectus;
(e) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of California, with
power and authority (corporate and other) to own its properties and conduct its
business as described in the Prospectus, and has been duly qualified as a
foreign corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases properties
or conducts any business so as to require such qualification, except where the
failure to be so qualified would not subject it to material liability or
disability;
(f) The Company has an authorized capitalization as set forth in the
Prospectus, and all of the issued shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and non-
assessable;
(g) The First Mortgage Bonds have been duly authorized, and, when
Designated Bonds are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Bonds, such Designated Bonds
will have been duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture; the Indenture has been duly authorized and
duly qualified under the Trust Indenture Act and, at the Time of Delivery for
such Designated Bonds (as defined in Section 4 hereof), the Indenture will
constitute a valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
receivership, liquidation, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles; and the
Indenture conforms, and the Designated Bonds will conform, to the descriptions
thereof contained in the Prospectus as amended or supplemented with respect to
such Designated Bonds;
(h) The issue and sale of the First Mortgage Bonds and the compliance
by the Company with all of the provisions of the First Mortgage Bonds, the
Indenture, this Agreement and any Pricing Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any material contract, indenture, mortgage, deed of trust, loan
agreement, note, lease or other agreement or instrument to which the Company is
a party or by which the Company is bound or to which any of the material
properties or assets of the Company is subject, nor will such action result in
any violation of the provisions of the Articles of Incorporation or By-laws of
the Company or any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Company or
4
any of its material properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the First Mortgage Bonds or the
consummation by the Company of the transactions contemplated by this Agreement
or any Pricing Agreement or the Indenture, except such as have been obtained
under the Act, the Trust Indenture Act and from the Public Utilities
Commission of the State of California and such consents, approvals,
authorizations, registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and distribution of
the First Mortgage Bonds by the Underwriters;
(i) The statements set forth in the Prospectus as amended or
supplemented under the captions "Description of First Mortgage Bonds," insofar
as they purport to constitute a summary of the terms of the First Mortgage Bonds
or the Indenture, and under the caption "Plan of Distribution" insofar as they
purport to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair in all material respects;
(j) The Company is not (i) in violation of its Articles of
Incorporation or By-laws or (ii) in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan agreement, note, lease or
other agreement or instrument to which it is a party or by which it or any of
its properties may be bound, except in the case of clause (ii) for such defaults
which, individually or in the aggregate, would not reasonably be expected to
have a material adverse effect on the financial position, shareholders' equity
or results of operations of the Company;
(k) Other than as set forth in the Prospectus, there are no legal or
governmental proceedings pending to which the Company is a party or of which any
property of the Company is the subject which, if determined adversely to the
Company, would individually or in the aggregate have a material adverse effect
on the current or future financial position, shareholders' equity or results of
operations of the Company; and, to the best of the Company's knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
threatened by others;
(l) The Company is not and after giving effect to the offering and
sale of the First Mortgage Bonds, will not be, an "investment company," as such
term is defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act");
(m) Deloitte & Touche LLP, who have certified certain financial
statements of the Company, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder;
(n) The financial statements of the Company included or incorporated
by reference in the Registration Statement and Prospectus present fairly in all
material respects the financial position of the Company as of the dates
indicated and the results of its operations for the periods specified; and,
except as stated therein, such financial statements have been prepared in
conformity with generally accepted accounting principles in the United States
applied on a consistent basis;
5
(o) The Company has received an order from the Commission exempting
the Company from all of the provisions of the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act"), except for Section 9(a)(2) thereof;
(p) The Company possesses such certificates, authorities or permits
issued by the appropriate state, federal, local or foreign regulatory agencies
or bodies necessary to conduct the business now operated by it, except where the
failure to possess such certificates, authorities or permits, individually or in
the aggregate, would not have a material adverse effect on the current or future
financial position, shareholders' equity or results of operations of the
Company; and the Company has not received any notice of proceedings relating to
the revocation or modification of any such certificate, authority or permit
which, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would have a material adverse affect on the current
or future financial position, shareholders' equity or results of operations of
the Company;
(q) The Company is in compliance with, and conducts its business in
conformity with, all applicable state, federal, local and foreign laws and
regulations relating to the operation and ownership of a public utility,
including, without limitation, those relating to the distribution and
transmission of natural gas, except to the extent that any failure so to comply
or conform would not individually or in the aggregate have a material adverse
effect on the current or future financial position, shareholders' equity or
results of operations of the Company;
(r) The Public Utilities Commission of the State of California has
duly authorized the issuance and sale of the Designated Bonds by the Company on
the terms set forth in the Prospectus and in this Agreement, such authorizations
are in full force and effect and no authorization of any other governmental
agency having regulatory jurisdiction over the Company is required for such
issuance and sale except such as may be required by the securities or blue sky
laws of any jurisdiction;
(s) The Company holds all franchises, certificates of public
convenience and necessity, permits, licenses and easements necessary to own,
operate and maintain its properties as described in the Prospectus subject only
to such defects, irregularities, restrictions, conditions and other matters as
are described in the Prospectus or which do not materially affect the right of
the Company to own, operate and maintain its properties and to conduct its
business as described therein;
(t) The Company has good and valid title to all the principal plants
and other important units of its property and to all other real estate and fixed
property (including plants, machinery and equipment) specifically described in
the Indenture as subject to the lien thereof (except property theretofore
retired or released from such lien in accordance with the terms of the
Indenture) subject only to Permissible Encumbrances (as defined in the
Indenture) and other liens and charges permitted by the Indenture and such
liens, charges, encumbrances, defects, qualifications, exceptions and other
matters affecting title, possession or use as are set forth or referred to in
the Prospectus or which do not materially affect the title of the Company to
such property or the security for the Designated Bonds;
(u) The indenture originally dated as of October 1, 1940 (the "Base
Indenture") between the Company and U.S. Bank Trust National Association, as
successor trustee as supplemented and amended by indentures supplemental
thereto and amendatory thereof (each a "Supplemental Indenture" and the Base
Indenture together with all Supplemental Indentures is referred to herein and
in the Pricing Agreement as the "Indenture") has been duly recorded in all
offices of county recorders or clerks of all counties in the State of California
in which any real property subject to the lien of the Indenture is located and
appropriate financing statements in respect of personal property and fixtures
have been filed in the Office of the Secretary of State of the State of
California and no other filing or recordation is necessary for the perfection
and preservation of the lien created thereby except for recordations required in
respect of after-acquired real property; and
(v) The Indenture constitutes, as security for the Designated Bonds,
a valid and subsisting lien to the extent that it purports to be such on all the
present properties of the Company (including plants, machinery, equipment, real
estate and fixed property described above), rights and franchises of the Company
(other than those properties excepted or released from the lien of the Indenture
by its terms) subject only to Permissible Encumbrances (as defined in the
Indenture) and other liens and charges permitted by the Indenture and such
liens, charges and encumbrances, defects, qualifications, exceptions and other
matters as are set forth or referred to in the Prospectus, or which do not
materially affect the security for the Designated Bonds, and upon acquisition
thereafter by the Company similar properties the Indenture will, subject to
liens existing thereon at the time of acquisition, create such lien thereon.
3. Upon the execution of the Pricing Agreement applicable to any
Designated Bonds and authorization by the Representatives of the release of such
First Mortgage Bonds, the several Underwriters propose to offer such First
Mortgage Bonds for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Bonds to be purchased by each Underwriter pursuant to the
Pricing Agreement relating thereto, in the form specified in such Pricing
Agreement, and in such authorized denominations and registered in such names as
the Representatives may request upon at least forty-eight hours prior notice to
the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire transfer of
Federal (same-day) funds to the account specified by the Company to the
Representatives at least forty-eight hours in advance or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such First
Mortgage Bonds.
5. The Company agrees with each of the Underwriters of any Designated
Bonds:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Bonds in a form approved by the Representatives and
to file such Prospectus pursuant to Rule 424(b) under the Act not later than the
Commission's close of business on the second business day following the
execution and delivery of the Pricing Agreement relating to the applicable
Designated Bonds or, if applicable, such earlier time as may be required by Rule
424(b); to make no further amendment or any supplement to the Registration
Statement or Prospectus amended or supplemented after the date of the Pricing
Agreement
6
relating to such First Mortgage Bonds and prior to the Time of Delivery for such
First Mortgage Bonds which shall be disapproved by the Representatives for such
First Mortgage Bonds promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after such Time of
Delivery and furnish the Representatives with copies thereof; to file promptly
all reports and any definitive proxy or information statements required to be
filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such First Mortgage Bonds,
and during such same period to advise the Representatives, promptly after it
receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any supplement to the
Prospectus or any amended Prospectus has been filed with the Commission, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any prospectus relating to the First Mortgage Bonds, of
the suspension of the qualification of such First Mortgage Bonds for offering or
sale in any jurisdiction, of the initiation or threatening of any proceeding for
any such purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for additional
information; and, in the event of the issuance of any such stop order or of any
such order preventing or suspending the use of any prospectus relating to the
First Mortgage Bonds or suspending any such qualification, to promptly use
commercially reasonable efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such First Mortgage Bonds for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit the
continuance of sales and dealings therein in such jurisdictions for as long as
may be necessary to complete the distribution of such First Mortgage Bonds,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) Prior to 10:00 a.m., New York City time, on the New York business
day next succeeding the date of any Pricing Agreement for such Designated Bonds,
or such later time or date as agreed to by the Company and the Representatives,
and from time to time, to furnish the Underwriters with copies of the Prospectus
in New York City as amended or supplemented in such quantities as the
Representatives may reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of such Designated
Bonds and if at such time any event shall have occurred as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of
a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made when such Prospectus is delivered, not misleading, or, if for any other
reason it shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated by
reference in the Prospectus in order to comply with the Act, the Exchange Act or
the Trust Indenture Act, to notify the Representatives and upon their request to
file such document and to prepare and furnish without charge to each Underwriter
and to any dealer in securities as many copies as the Representatives may from
time to time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
7
(d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Bonds and continuing to and including the later of
(i) the termination of trading restrictions for such First Mortgage Bonds, as
notified to the Company by the Representatives and (ii) the Time of Delivery for
such Designated Bonds, not to offer, sell, contract to sell or otherwise dispose
of any debt securities of the Company which mature more than one year after such
Time of Delivery and which are substantially similar to such Designated Bonds,
without the prior written consent of the Representatives; and
(f) If the Company elects to rely upon Rule 462(b), the Company shall
file a Rule 462(b) Registration Statement with the Commission in compliance with
Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the
filing fee for the Rule 462(b) Registration Statement or give irrevocable
instructions for the payment of such fee pursuant to Rule 111(b) under the Act.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the First Mortgage Bonds under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda, closing documents
(including any compilations thereof) and any other documents in connection with
the offering, purchase, sale and delivery of the First Mortgage Bonds; (iii) all
expenses in connection with the qualification of the First Mortgage Bonds for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the
Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities
rating services for rating the First Mortgage Bonds; (v) any filing fees
incident to, and the reasonable fees and disbursements of counsel for the
Underwriters in connection with, any required review by the NASD Regulation,
Inc. of the terms of the sale of the First Mortgage Bonds; (vi) the cost of
preparing the First Mortgage Bonds; (vii) the fees and expenses of any Trustee
and any agent of any Trustee and the reasonable fees and disbursements of
counsel for any Trustee in connection with any Indenture and the First Mortgage
Bonds; (viii) any fees and expenses in connection with listing the First
Mortgage Bonds and the cost of registering the First Mortgage Bonds under
Section 12 of the Exchange Act; and (ix) all other costs and expenses incident
to the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that
except as provided in this Section, and Sections 8 and 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the First
8
Mortgage Bonds by them and any advertising expenses connected with any
offers they may make.
7. The obligations of the Underwriters of any Designated Bonds under the
Pricing Agreement relating to such Designated Bonds shall be subject, in the
discretion of the Representatives, to the condition that all representations and
warranties and other statements of the Company in or incorporated by reference
in the Pricing Agreement relating to such Designated Bonds are, at and as of the
Time of Delivery for such Designated Bonds, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to
be performed, and the following additional conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Bonds shall have been filed with the Commission pursuant
to Rule 424(b) within the applicable time period prescribed for such filing by
the rules and regulations under the Act and in accordance with Section 5(a)
hereof; if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of the applicable Pricing Agreement; no stop order
suspending the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to the
Representatives' reasonable satisfaction;
(b) Counsel for the Underwriters shall have furnished to the
Representatives such written opinion, dated the Time of Delivery for such
Designated Bonds, with respect to the Registration Statement and the Prospectus
as amended or supplemented, as well as such other related matters as the
Representatives may reasonably request, and such counsel shall have received
such papers and information as they may reasonably request to enable them to
pass upon such matters;
(c) Gary W. Kyle, Chief Corporate Counsel of Sempra Energy, a
California corporation and the ultimate parent of the Company, shall have
furnished to the Representatives a written opinion, dated the Time of Delivery
for such Designated Bonds, in form and substance satisfactory to the
Representatives, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of California,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus, and has been duly
qualified as a foreign corporation for the transaction of business and is
in good standing under the laws of each other jurisdiction in which it
owns or leases properties or conducts any business so as to require such
qualification, except where the failure to be so qualified would not
subject it to material liability or disability;
(ii) The Company has an authorized capitalization as set forth in the
Prospectus and all of the issued shares of capital stock of the Company
have been duly and validly authorized and issued and are fully paid and
non-assessable;
9
(iii) To the best of such counsel's knowledge and other than as set
forth in the Prospectus, there are no legal or governmental proceedings
pending to which the Company is a party or of which any property of the
Company is the subject which, if determined adversely to the Company,
would reasonably be expected individually or in the aggregate to have a
material adverse effect on the current or future financial position,
shareholders' equity or results of operations of the Company; and, to the
best of such counsel's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
(iv) This Agreement and the Pricing Agreement with respect to the
Designated Bonds have been duly authorized, executed and delivered by the
Company;
(v) The Designated Bonds have been duly authorized, executed,
authenticated, issued and delivered and the Designated Bonds and the
Indenture conform to the descriptions thereof in the Prospectus;
(vi) The Indenture has been duly authorized, executed and delivered by
the parties thereto; and the Indenture has been duly qualified under the
Trust Indenture Act;
(vii) The Public Utilities Commission of the State of California has
duly authorized the issuance and sale of the Designated Bonds by the
Company on the terms set forth in the Prospectus and in this
Agreement, such authorizations are in full force and effect and no
authorization of any other governmental agency having regulatory
jurisdiction over the Company is required for such issuance and sale
except such as may be required by the securities or blue sky laws of any
jurisdiction;
(viii) The Company holds all franchises, certificates of public
convenience and necessity, permits, licenses and easements necessary to
own, operate and maintain its properties as described in the Prospectus
subject only to such defects, irregularities, restrictions, conditions and
other matters as are described in the Prospectus or which do not, in such
counsel's opinion, materially affect the right of the Company to own,
operate and maintain its properties and to conduct its business as
described therein;
(ix) The Base Indenture and each Supplemental Indenture has been duly
recorded in all offices of county recorders or clerks of all counties in
the State of California in which any real property subject to the lien of
the Indenture is located and appropriate financing
10
statements in respect of personal property and fixtures have been filed in
the Office of the Secretary of State of the State of California and no
other filing or recordation is necessary for the perfection and
preservation of the lien created thereby except for recordations required
in respect of after-acquired real property;
(x) The Indenture constitutes, as security for the Designated Bonds, a
valid and subsisting lien to the extent that it purports to be such
on all the present properties of the Company (including plants, machinery,
equipment, real estate and fixed property described above), rights and
franchises of the Company (other than those properties excepted or
released from the lien of the Indenture by its terms) subject only to
Permissible Encumbrances (as defined in the Indenture) and other liens and
charges permitted by the Indenture and such liens, charges and
encumbrances, defects, qualifications, exceptions and other matters as are
set forth or referred to in the Prospectus, or which do not, in such
counsel's opinion, materially affect the security for the Designated
Bonds, and upon acquisition thereafter by the Company similar properties
the Indenture will, subject to liens existing thereon at the time of
acquisition, create such lien thereon;
(xi) The issue and sale of the Designated Bonds and the compliance by
the Company with all of the provisions of the Designated Bonds, the
Indenture, this Agreement and the Pricing Agreement with respect to the
Designated Bonds and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any material contract, indenture, mortgage, deed of trust, loan
agreement, note, lease or other agreement or instrument to which the
Company is a party or by which the Company is bound or to which any of its
material properties or assets is subject, nor will such actions result in
any violation of the provisions of the Articles of Incorporation or By-
laws of the Company or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company
or any of its material properties;
(xii) No consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or body is
required for the issue and sale of the Designated Bonds or the
consummation by the Company of the transactions contemplated by this
Agreement or such Pricing Agreement or the Indenture, except such as have
been obtained under the Act, the Trust Indenture Act and from the Public
Utilities Commission of the State of California and such consents,
approvals, authorizations, orders, registrations or qualifications as may
be required under state securities or Blue Sky laws in connection with the
purchase and distribution of the Designated Bonds by the Underwriters;
(xiii) The Company is not (i) in violation of its By-laws or Articles of
Incorporation or (ii) in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, deed of trust, loan agreement, note, lease
or other agreement or instrument to which it is a party or by which it or
any of its properties may be bound, except in the case of clause (ii) for
such defaults which, individually or in the aggregate, would not
reasonably be expected to have a material adverse effect on the financial
position, shareholders' equity or results of operations of the Company;
11
(xiv) The statements set forth in the Prospectus as amended or
supplemented under the captions "Description of First Mortgage Bonds"
insofar as they purport to constitute a summary of the terms of the First
Mortgage Bonds or the Indenture, and under the caption "Plan of
Distribution" insofar as they purport to describe the provisions of the
laws and documents referred to therein, are accurate, complete and fair in
all material respects;
(xv) The Company is not, and after giving effect to the offering and
sale of the Designated Bonds, will not be, an "investment company," as
such term is defined in the Investment Company Act;
(xvi) The documents incorporated by reference in the Prospectus as
amended or supplemented (other than the financial statements and related
schedules therein, as to which such counsel need express no opinion), when
they became effective or were filed with the Commission, as the case may
be, complied as to form in all material respects with the requirements of
the Act or the Exchange Act, as applicable, and the rules and regulations
of the Commission thereunder, and such counsel has no reason to believe
that any of such documents, when they became effective or were so filed,
as the case may be, contained, in the case of a registration statement
which became effective under the Act, an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or, in the case
of other documents which were filed under the Act or the Exchange Act with
the Commission, an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such documents
were so filed, not misleading; it being understood that such counsel
expresses no belief with respect to the financial statements or other
financial data included or incorporated by reference in, or omitted from,
the Prospectus as amended or supplemented;
(xvii) The Registration Statement and the Prospectus as amended or
supplemented and any further amendments and supplements thereto made by
the Company prior to the Time of Delivery for the Designated Bonds (in
each case, excluding the documents incorporated by reference therein)
comply as to form in all material respects with the requirements for
registration statements on Form S-3 under the Act, and the requirements
under the Trust Indenture Act and the rules and regulations of the
Commission thereunder, it being understood, however, that such counsel
expresses no opinion with respect to the financial statements, schedules
or other financial data included or incorporated by reference in, or
omitted from the Registration Statement or the Prospectus as amended or
supplemented or with respect to any Form T-1. In passing upon the
compliance as to the form of the Registration Statement and the Prospectus
as amended or supplemented (in each case, excluding the documents
incorporated by reference therein), except for those statements referred
to in the opinion in subsection (xiv) of this Section 7(c), such counsel
has assumed that the statements made and incorporated by reference therein
are correct and complete; and
(xviii) The Company has received an order from the Commission exempting
the Company from all of the provisions of the 1935 Act, except for Section
9(a)(2) thereof;
12
(d) Counsel for the Company satisfactory to the Representatives shall
have furnished to the Representatives their written opinion or opinions, dated
each Time of Delivery for such Designated Bonds, in form and substance
satisfactory to the Representatives, to the effect that:
(i) The Indenture constitutes a legally valid and binding obligation of
the Company, enforceable against the Company in accordance with its terms;
(ii) The Designated Bonds, when executed and authenticated in accordance
with the terms of the Indenture, and when delivered to and paid for by the
Underwriters in accordance with the terms of this Agreement and the
Pricing Agreement, will constitute legally valid and binding obligations
of the Company, enforceable against the Company in accordance with their
terms, and are entitled to the benefits of the Indenture; and
(iii) The Registration Statement and the Prospectus as amended or
supplemented (in each case, excluding the documents incorporated by
reference therein) comply as to form in all material respects with the
requirements for registration statements on Form S-3 under the Act, and
the requirements under the Trust Indenture Act and the rules and
regulations of the Commission thereunder; it being understood, however,
that such counsel expresses no opinion with respect to the financial
statements, schedules or other financial data included or incorporated by
reference in, or omitted from, the Registration Statement or the
Prospectus as amended or supplemented or with respect to any Form T-1. In
passing upon the compliance as to form of the Registration Statement and
the Prospectus as amended or supplemented (in each case, excluding the
documents incorporated by reference therein), such counsel has assumed
that the statements made and incorporated by reference therein are correct
and complete.
In addition, such counsel shall provide a statement to the effect that
such counsel has participated in telephone conferences with officers and other
representatives of the Company, and representatives of the Underwriters, at
which the contents of the Registration Statement and the Prospectus as amended
or supplemented and related matters were discussed and, although such counsel is
not passing upon, and does not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained or incorporated by
reference in the Registration Statement and the Prospectus as amended or
supplemented and has not made any independent check or verification thereof,
during the course of such participation, no facts came to such counsel's
attention that caused them to believe that the Registration Statement, at the
time it became effective, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, or that the Prospectus as amended or
supplemented (including the documents incorporated by reference), as of its date
and as of the date of such opinion, contained or contains an untrue statement of
a material fact or omitted or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; it being understood that such counsel expresses no belief
with respect to the financial statements or other financial data included or
incorporated by reference in, or omitted from, the Registration Statement or
Prospectus as amended or supplemented;
13
(e) On the date of the Pricing Agreement for such Designated Bonds at a
time prior to the execution of the Pricing Agreement with respect to such
Designated Bonds, and at the Time of Delivery for such Designated Bonds, the
independent accountants of the Company who have certified the financial
statements of the Company included or incorporated by reference in the
Registration Statement shall have furnished to the Representatives a letter,
dated the date of the Pricing Agreement to the effect set forth in Annex II
hereto, and a letter dated such Time of Delivery reaffirming the statements made
in their letter dated the date of the Pricing Agreement, except that the
specified date referred to in such letter delivered on such Time of Delivery
shall be a date not more than three days prior to the Time of Delivery, and with
respect to such letter dated such Time of Delivery, as to such other matters as
the Representatives may reasonably request and in form and substance
satisfactory to the Representatives;
(f) (i) The Company shall have not sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus as amended prior to the date of the Pricing Agreement relating to the
Designated Bonds any loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise
than as set forth or contemplated in the Prospectus as amended prior to the date
of the Pricing Agreement relating to the Designated Bonds, and (ii) since the
respective dates as of which information is given in the Prospectus as amended
prior to the date of the Pricing Agreement relating to the Designated Bonds
there shall not have been any change in the capital stock or long-term debt of
the Company or any change, or any development involving a prospective change, in
or affecting the general affairs, management, financial position, shareholders'
equity or results of operations of the Company, otherwise than as set forth or
contemplated in the Prospectus as amended prior to the date of the Pricing
Agreement relating to the Designated Bonds, the effect of which, in any such
case described in clause (i) or (ii), is in the judgment of the Representatives
so material and adverse to the Company as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated Bonds on the terms and in the manner contemplated in the Prospectus
as first amended or supplemented relating to the Designated Bonds;
(g) On or after the date of the Pricing Agreement relating to the
Designated Bonds (i) no downgrading shall have occurred in the rating accorded
the Company's debt securities or preferred stock by any "nationally recognized
statistical rating organization," as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities or
preferred stock;
(h) On or after the date of the Pricing Agreement relating to the
Designated Bonds there shall not have occurred any of the following: (i) a
suspension or material limitation in trading in securities generally on the New
York Stock Exchange; (ii) a suspension or material limitation in trading in the
Company's securities on the New York Stock Exchange; (iii) a general moratorium
on commercial banking activities declared by either Federal or New York or
California State authorities; or (iv) the outbreak or escalation of hostilities
involving the United States or the declaration by the United States of a
national emergency or war, if the effect of any such event specified in this
clause (iv) in the judgment of the Representatives makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Designated
14
Bonds on the terms and in the manner contemplated in the Prospectus as first
amended or supplemented relating to the Designated Bonds;
(i) The Company shall have complied with the provisions of Section
5(c) hereof with respect to the furnishing of prospectuses on the New York
business day next succeeding the date of any Pricing Agreement for such
Designated Bonds; and
(j) The Company shall have furnished or caused to be furnished to the
Representatives at the Time of Delivery for the Designated Bonds a certificate
of officers of the Company satisfactory to the Representatives as to the
accuracy of the representations and warranties of the Company herein at and as
of such Time of Delivery, as to the performance by the Company of all of its
obligations hereunder to be performed at or prior to such Time of Delivery, as
to the matters set forth in subsections (a) and (f) of this Section and as to
such other matters as the Representatives may reasonably request.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Preliminary Prospectus, any preliminary
prospectus supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the First Mortgage Bonds, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the First Mortgage Bonds, or any such amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by any
Underwriter of Designated Bonds through the Representatives expressly for use in
the Prospectus as amended or supplemented relating to such Designated Bonds.
(b) Each Underwriter will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any preliminary prospectus supplement,
the Registration Statement, the Prospectus as amended or supplemented and any
other prospectus relating to the First Mortgage Bonds, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, any preliminary prospectus
15
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the First Mortgage Bonds, or
any such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.
(c) Promptly after receipt by an indemnified party under subsection
(a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party shall
not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently
incurred by such indemnified party, in connection with the defense thereof other
than reasonable costs of investigation. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or
on behalf of any indemnified party.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
of the Designated Bonds on the other from the offering of the First Mortgage
Bonds to which such loss, claim, damage or liability (or action in respect
thereof) relates. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters of the Designated Bonds on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company on
16
the one hand and such Underwriters on the other shall be deemed to be in the
same proportion as the total net proceeds from such offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by such Underwriters. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company on the one hand
or such Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the applicable Designated Bonds
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
obligations of the Underwriters of Designated Bonds in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations with respect to such First Mortgage Bonds and not joint.
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Bonds which it has agreed to purchase under the Pricing Agreement
relating to such Designated Bonds, the Representatives may in their discretion
arrange for themselves or another party or other parties to purchase such
Designated Bonds on the terms contained herein. If within thirty-six hours after
such default by any Underwriter the Representatives do not arrange for the
purchase of such Designated Bonds, then the Company shall be entitled to a
further period of thirty-six hours within which to procure another party or
other parties satisfactory to the Representatives to purchase such Designated
Bonds on such terms. In the event that, within the respective prescribed period,
the Representatives notify the Company that they have so arranged for the
purchase of such Designated Bonds, or the Company notifies the Representatives
that it has so arranged for the purchase of such Designated Bonds, the
Representatives or the Company shall have the right to postpone the Time of
Delivery for such Designated Bonds for a period of not more than seven days, in
order to effect whatever changes
17
may thereby be made necessary in the Registration Statement or the Prospectus as
amended or supplemented, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments or supplements to the
Registration Statement or the Prospectus which in the opinion of the
Representatives may thereby be made necessary. The term "Underwriter" as used in
this Agreement shall include any person substituted under this Section with like
effect as if such person had originally been a party to the Pricing Agreement
with respect to such Designated Bonds.
(b) If, after giving effect to any arrangements for the purchase of
the Designated Bonds of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Bonds which remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of the Designated
Bonds, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the principal amount of Designated Bonds which such
Underwriter agreed to purchase under the Pricing Agreement relating to such
Designated Bonds and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the principal amount of Designated Bonds
which such Underwriter agreed to purchase under such Pricing Agreement) of the
Designated Bonds of such defaulting Underwriter or Underwriters for which such
arrangements have not been made; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the purchase of
the Designated Bonds of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Bonds which remains unpurchased exceeds
one-eleventh of the aggregate principal amount of the Designated Bonds, as
referred to in subsection (b) above, or if the Company shall not exercise the
right described in subsection (b) above to require non-defaulting Underwriters
to purchase Designated Bonds of a defaulting Underwriter or Underwriters, then
the Pricing Agreement relating to such Designated Bonds shall thereupon
terminate, without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by the Company and the
Underwriters as provided in Section 6 hereof and the indemnity and contribution
agreements in Section 8 hereof; but nothing herein shall relieve a defaulting
Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the First Mortgage Bonds.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Bonds covered by such Pricing Agreement except as
provided in Sections 6 and 8 hereof; but, if for any other reason Designated
Bonds are not delivered by or on behalf of the Company as provided herein, the
Company will reimburse the Underwriters through the Representatives for
18
all out-of-pocket expenses approved in writing by the Representatives, including
fees and disbursements of counsel, reasonably incurred by the Underwriters in
making preparations for the purchase, sale and delivery of such Designated
Bonds, but the Company shall then be under no further liability to any
Underwriter with respect to such Designated Bonds except as provided in Sections
6 and 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Bonds shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Representatives as set forth in the
Pricing Agreement; and if to the Company shall be delivered or sent by mail,
telex or facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire, or telex constituting such
Questionnaire, which address will be supplied to the Company by the
Representatives upon request. Any such statements, requests, notices or
agreements shall take effect upon receipt thereof.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the Company
and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the First
Mortgage Bonds from any Underwriter shall be deemed a successor or assign by
reason merely of such purchase.
14. Time shall be of the essence of each Pricing Agreement. As used
herein, "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.
15. This Agreement and each Pricing Agreement shall be governed by and
construed in accordance with the laws of the State of New York.
16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
(Signature Page Follows)
19
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and for each of the Representatives plus one
for each counsel counterparts hereof.
Very truly yours,
Southern California Gas Company
By:______________________________
Name:
Title:
Accepted as of the date hereof:
[Underwriter]
By:____________________________
Name:
Title:
[Underwriter]
By:____________________________
Name:
Title:
S-1
ANNEX I
Pricing Agreement
-----------------
____________________________
As Representatives of the several
Underwriters named in Schedule I hereto,
_________________
_________________
_________________
__________ __, 200_
Ladies and Gentlemen:
Southern California Gas Company, a California corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated __________, 200_ (the "Underwriting Agreement")
between the Company on the one hand and _______, ________ and ________ on the
other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the First Mortgage Bonds specified in Schedule II hereto
(the "Designated Bonds"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation and warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Bonds which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Bonds pursuant to Section 12 of
the Underwriting Agreement and the address of the Representatives referred to in
such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Bonds, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from
Annex I-1
the Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the principal amount of Designated Bonds set
forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and for each of the Representatives plus one
for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, on the one hand, and the Company, on the other hand. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Southern California Gas Company
By:_________________________________
Name:
Title:
Accepted as of the date hereof:
___ ________________
By:_____________________________________
(_________________)
On behalf of each of the Underwriters
Annex I-2
SCHEDULE I
Principal Amount of
Designated Bonds
Underwriter to be Purchased
----------------------------------- ------------------------
[Names of Co-Representatives]...... $
[Names of other Underwriters]...... ----------------
Total......................... ----------------
Schedule I-1
SCHEDULE II
Title of Designated Bonds:
[____%] [Floating Rate] [Zero Coupon] [First Mortgage Bonds]
due 20__
Aggregate principal amount:
$_____
Price to Public:
______% of the principal amount of the Designated Bonds, plus accrued
interest[, if any,] from ___ to ____ [and accrued amortization[, if any,]
from ___ to ___]
Purchase Price by Underwriters:
______% of the principal amount of the Designated Bonds[, plus accrued
interest from __ to ___] [and accrued amortization[, if any,] from ___ to
___]
Form of Designated Bonds:
[Definitive form to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery at the office of [The
Depository Trust Company or its designated custodian] [the
Representatives]]
[Book-entry only form represented by one or more global securities
deposited with The Depository Trust Company ("DTC") or its designated
custodian, to be made available for checking by the Representatives at
least twenty-four hours prior to the Time of Delivery at the office of
DTC.]
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
______a.m. (New York City time), _____, 200_
Indenture:
Indenture dated October 1, 1940, as amended and supplemented to date,
between the Company and U.S. Bank Trust National Association, as successor
trustee
Maturity:
_________
Schedule II-1
Interest Rate:
[_______%] [Zero Coupon] [See Floating Rate Provisions] [See Adjustable
Rate Provisions]
Interest Payment Dates:
[______ and ______, commencing _____, 200__]
Redemption Provisions:
[No provisions for redemption]
[The Designated Bonds may be redeemed, otherwise than through the sinking
fund, in whole or in part at the option of the Company, in the amount of
the greater of the following amounts: (a) 100% of the principal amount of
the Designated Bonds being redeemed on the date fixed for such redemption
(the "Redemption Date"); or (b) the sum of the present values of the
remaining scheduled payments of principal and interest (as adjusted for any
announced rating change as of the date of the notice of redemption, whether
or not effective) on the bonds being redeemed on that Redemption Date (not
including any portion of any payments of interest accrued to the Redemption
Date) discounted to the Redemption Date on a semiannual basis,]
[on or after ______ at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before ___, ___%,
and if] redeemed during the 12-month period beginning ____,
Year Redemption Price
__.__
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[on any interest payment date falling on or after _____, at the election of
the Company, at a redemption price equal to the principal amount thereof,
plus accrued interest to the date of redemption.]]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
Sinking Fund Provisions:
[No sinking fund provisions]
[The Designated Bonds are entitled to the benefit of a sinking fund to
retire [$______] principal amount of Designated Bonds on _______ in each of
the years __ through __ at
Schedule II-2
100% of their principal amount plus accrued interest[, together with
[cumulative] [noncumulative] redemptions at the option of the Company to
retire an additional [$___] principal amount of Designated Bonds in the
years ___ through ___ at 100% of their principal amount plus accrued
interest.]
[If Designated Bonds are floating rate debt securities, insert--
Floating rate provisions:
Initial annual interest rate will be ___% through ____ [and thereafter will
be adjusted [monthly] [on each __, ___, and ] [to an annual rate of ___%
above the average rate for ____-year [month][securities][certificates of
deposit] issued by ___ and ___ [insert names of banks]____] [and the annual
interest rate [thereafter] [from ___ through ___] will be the interest
yield equivalent of the weekly average per annum market discount rate for
___-month Treasury bills plus ____% of Interest Differential (the excess,
if any, of (i) the then current weekly average per annum secondary market
yield for ___-month certificates of deposit over (ii) the then current
interest yield equivalent of the weekly average per annum market discount
rate for ___-month Treasury bills); [from ___ and thereafter the rate will
be the then current interest yield equivalent plus ___% of Interest
Differential].]
Adjustable rate provisions:
Initial annual interest rate will be ___% [and in the event of a downgrade
in the senior unsecured long-term debt rating of the Company by Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's Rating Service
("S&P") below the specified ratings, and in the event of subsequent
upgrades or downgrades, the interest rate on the Designated Bonds will be
adjusted. Following an adjustment, the annual interest rate will be equal
to the initial interest rate of ___% plus the sum of the applicable Moody's
adjustment amount and the applicable S&P adjustment amount.
Beginning with the first Interest Payment Date for the Designated Bonds
after a rating change, the Designated Bonds will bear interest at an
adjusted interest rate. Subsequent interest rate adjustments, whether the
adjustment is up or down, will also become effective on the first Interest
Payment Date after such rating change. In no event will the annual interest
rate on the Designated Bonds be less than the initial rate of ___% or
greater than an annual interest rate of ___%.]
Defeasance provisions:
Closing location for delivery of Designated Bonds:
Additional Closing Conditions:
Names and addresses of Representatives:
Schedule II-3
Designated Representatives:
Address for Notices, etc.:
[Other Terms]:
Schedule II-4
ANNEX II
Pursuant to Section 7(e) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with respect to the
Company within the meaning of the Act and the applicable rules and
regulations adopted by the Commission;
(ii) In their opinion, the financial statements and any supplementary
financial information and schedules audited (and, if applicable, financial
forecasts and/or pro forma financial information) by them and included or
incorporated by reference in the Registration Statement or the Prospectus
comply as to form in all material respects with the applicable accounting
requirements of the Act or the Exchange Act, as applicable, and the related
rules and regulations; and, if applicable, they have made a review in
accordance with standards established by the American Institute of
Certified Public Accountants of the interim financial statements, selected
financial data, pro forma financial information, financial forecasts and/or
condensed financial statements derived from audited financial statements of
the Company for the periods specified in such letter, as indicated in their
reports thereon, copies of which have been furnished to the representative
or representatives of the Underwriters (the "Representatives") such term to
include an Underwriter or Underwriters who act without any firm being
designated as its or their representatives and are attached to such
letters;
(iii) They have made a review in accordance with standards established by
the American Institute of Certified Public Accountants of the unaudited
statements of income, balance sheets and condensed statements of cash flows
included in the Company's Quarterly Reports on Form 10-Q incorporated by
reference into the Prospectus as indicated in their reports thereon copies
of which are attached to such letters; and on the basis of specified
procedures including inquiries of officials of the Company who have
responsibility for financial and accounting matters regarding whether the
unaudited condensed financial statements referred to in paragraph
(vi)(A)(i) below comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act and the
related rules and regulations, nothing came to their attention that caused
them to believe that the unaudited condensed financial statements do not
comply as to form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related rules and
regulations adopted by the Commission;
(iv) The unaudited selected financial information with respect to the
results of operations and financial position of the Company for the five
most recent fiscal years included in the Prospectus and included or
incorporated by reference in Item 6 of the Company's Annual Report on Form
10-K for the most recent fiscal year agrees with the corresponding amounts
(after restatement where applicable) in the audited financial statements
for five such fiscal years included or incorporated by reference in the
Company's Annual Reports on Form 10-K for such fiscal years;
Annex II-1
(v) They have compared the information in the Prospectus under selected
captions with the disclosure requirements of Regulation S-K and on the
basis of limited procedures specified in such letter nothing came to their
attention as a result of the foregoing procedures that caused them to
believe that this information does not conform in all material respects
with the disclosure requirements of Items 301, 302, 402 and 503(d),
respectively, of Regulation S-K;
(vi) On the basis of limited procedures, not constituting an examination in
accordance with generally accepted auditing standards, consisting of a
reading of the unaudited financial statements and other information
referred to below, a reading of the latest available interim financial
statements of the Company, inspection of the minute books of the Company
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of the
Company responsible for financial and accounting matters and such other
inquiries and procedures as may be specified in such letter, nothing came
to their attention that caused them to believe that:
(A) (i) the unaudited statements of income, balance sheets and
condensed statements of cash flows included in the Company's Quarterly
Reports on Form 10-Q incorporated by reference in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Exchange Act and the published rules
and regulations adopted by the Commission, or (ii) any material
modifications should be made to the unaudited statements of income,
balance sheets and condensed statements of cash flows included in the
Company's Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus for them to be in conformity with generally accepted
accounting principles;
(B) any other unaudited income statement data and balance sheet
items included in the Prospectus do not agree with the corresponding
items in the unaudited financial statements from which such data and
items were derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis for the
corresponding amounts in the audited financial statements included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the most recent fiscal year;
(C) the unaudited financial statements which were not included in
the Prospectus but from which were derived the unaudited condensed
financial statements referred to in clause (A) and any unaudited
income statement data and balance sheet items included in the
Prospectus and referred to in clause (B) were not determined on a
basis substantially consistent with the basis for the audited
financial statements included or incorporated by reference in the
Company's Annual Report on Form 10-K for the most recent fiscal year;
(D) any unaudited pro forma condensed financial statements
included or incorporated by reference in the Prospectus do not comply
as to form in all material respects with the applicable accounting
requirements of the Act and the
Annex II-2
rules and regulations adopted by the Commission thereunder or the pro
forma adjustments have not been properly applied to the historical
amounts in the compilation of those statements;
(E) as of a specified date not more than five days prior to the
date of such letter, there have been any changes in the capital stock
(other than issuances of capital stock upon exercise of options and
stock appreciation rights, upon earn-outs of performance shares and
upon conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included or
incorporated by reference in the Prospectus) or any increase in the
long-term debt of the Company, or any decreases in current assets or
shareholders' equity or other items specified by the Representatives,
or any increases in any items specified by the Representatives, in
each case as compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus, except in
each case for changes, increases or decreases which the Prospectus
discloses have occurred or may occur or which are described in such
letter; and
(F) for the period from the date of the latest financial
statements included or incorporated by reference in the Prospectus to
the specified date referred to in clause (E) there were any decreases
in revenues or income before interest and income taxes or the total or
per share amounts of net income or other items specified by the
Representatives, or any increases in any items specified by the
Representatives, in each case as compared with the comparable period
of the preceding year and with any other period of corresponding
length specified by the Representatives, except in each case for
increases or decreases which the Prospectus discloses have occurred or
may occur or which are described in such letter; and
(vii) In addition to the audit referred to in their report(s) incorporated
by reference in the Prospectus and the limited procedures, inspection of
minute books, inquiries and other procedures referred to in paragraphs (iii)
and (vi) above, they have carried out certain specified procedures, not
constituting an audit in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives which are derived from the
general accounting records of the Company, which appear in the Prospectus
(excluding documents incorporated by reference), or in Part II of, or in
exhibits and schedules to, the Registration Statement specified by the
Representatives or in documents incorporated by reference in the Prospectus
specified by the Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of the
Company and have found them to be in agreement.
All references in this Annex II to the Prospectus shall be deemed to refer
to the Prospectus (including the documents incorporated by reference therein) as
defined in the Underwriting Agreement as of the date of the letter delivered on
the date of the Pricing Agreement for purposes of such letter and to the
Prospectus as amended or supplemented (including the documents incorporated by
reference therein) in relation to the applicable
Annex II-3
Designated Bonds for purposes of the letter delivered at the Time of Delivery
for such Designated Bonds.
Annex II-4
EX-4.23
4
dex423.txt
SUPPLEMENTAL INDENTURE
EXHIBIT 4.23
================================================================================
This Supplemental Indenture is, among, other things,
A MORTGAGE OF CHATTELS
Southern California Gas Company
TO
Wells Fargo Bank, National Association
(formerly American Trust Company)
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
To original Indenture dated October 1, 1940
----------------
DATED AS OF FEBRUARY 1, 1981
================================================================================
TABLE OF CONTENTS
PAGE
----
PARTIES ................................................................... 1
RECITALS:
Execution of Original Indenture and Supplements thereto .............. 1
Recording of Original Indenture and Supplements thereto .............. 1
Bonds heretofore issued .............................................. 3
Creation of Series N, due 2001 ....................................... 3
Lien on After Acquired Property ...................................... 3
Purpose of Supplemental Indenture .................................... 4
Fulfillment of conditions precedent .................................. 4
Consideration and Authorization ...................................... 5
GRANTING CLAUSES:
Real property in California counties specified in Schedule A ......... 6
Plant, system and utilities in specified counties and elsewhere ...... 6
Other properties now or hereafter owned .............................. 7
Excepted properties .................................................. 7
HABENDUM AND DECLARATION OF TRUST ......................................... 8
ARTICLE I.
AMOUNT, FORM, NUMBERING, DENOMINATION, TRANSFER AND
EXCHANGE OF BONDS OF SERIES N, DUE 2001.
SECTION 1.01. Authorized amount of bonds of Series N, due 2001 ........... 8
SECTION 1.02. Bonds of Series N, due 2001; issuable as fully registered
bonds; form of registered bonds and certificate .......... 9
SECTION 1.03. Exchangeability of bonds ................................... 14
SECTION 1.04. Offices or agencies for payment, registration, transfer and
exchange of bonds of Series N, due 2001 .................. 15
SECTION 1.05. Certain conditions as to transfer, etc., of bonds of
Series N, due 2001 ....................................... 15
ii
PAGE
----
ARTICLE II
INTEREST, MATURITY DATE, REDEMPTION, SINKING FUND
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. Interest rate, maturity date and places and medium of
payment .................................................. 15
SECTION 2.02. Redemption of bonds of Series N, due 2001 .................. 15
SECTION 2.03. Sinking Fund for bonds of Series N, due 2001 ............... 17
SECTION 2.04. Other provisions of bonds of Series N, due 2001 ............ 17
ARTICLE III.
SUNDRY PROVISIONS.
SECTION 3.01. Trustee not responsible for recitals, recordation of
Supplemental Indenture as required by law ................ 17
SECTION 3.02. Date of Supplemental Indenture and bonds of Series N,
due 2001, are dates of identification .................... 18
SECTION 3.03. Supplemental Indenture deemed to be part of Original
Indenture ................................................ 18
SECTION 3.04. Trustee accepts trusts on same terms expressed in Original
Indenture ................................................ 18
SECTION 3.05. Execution of Supplemental Indenture in counterpart ......... 18
TESTIMONIUM ............................................................... 19
SIGNATURES AND SEALS ...................................................... 19
ACKNOWLEDGMENTS ........................................................... 20
SCHEDULE A ................................................................ 22
1
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
THIS SUPPLEMENTAL INDENTURE, dated as of February 1, 1981, made and
entered into in the City of Los Angeles, State of California by and between
SOUTHERN CALIFORNIA GAS COMPANY, a corporation duly organized and existing under
the laws of the State of California, and having its principal place of business
in the City of Los Angeles, State of California (hereinafter sometimes called
the "Corporation"), party of the first part, and WELLS FARGO BANK, NATIONAL
ASSOCIATION (formerly AMERICAN TRUST COMPANY), a national banking association
duly organized and existing under and by virtue of the laws of the United States
of America, and having its principal place of business in the City and County of
San Francisco, California (hereinafter sometimes called the "Trustee"), party of
the second part,
W I T N E S S E T H :
WHEREAS, the Corporation has executed and delivered to the Trustee a
certain Indenture (hereinafter sometimes called the "Original Indenture") dated
October 1, 1940, to secure bonds of the Corporation designated generally as its
"First Mortgage Bonds" to be issued from time to time in one or more series, any
of which series may vary from any other as to certain particulars specified in
Section 2.01 of the Original Indenture, and the Corporation has executed and
delivered to the Trustee Supplemental Indentures dated, respectively, as of July
1, 1947, May 1, 1948, June 1, 1950, April 1, 1952, August 1, 1955, June 1, 1956,
December 1, 1956, July 1, 1957, October 1, 1959, July 1, 1963, September 1,
1964, June 1, 1965, December 1, 1966, October 1, 1970, August 1, 1972, September
1, 1972, October 1, 1974, May 1, 1976, October 1, 1977 and November 1, 1979,
supplementing and amending the Original Indenture (the Original Indenture
together with this Supplemental Indenture and all other supplemental indentures
being herein collectively sometimes referred to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures dated,
respectively, as of July 1 1947, May 1, 1948, June 1, 1950, April 1, 1952 and
August 1, 1955, are recorded in the office of the
2
County Recorder of each of the Counties listed below in the Official Records
thereof, as stated in said Supplemental Indenture dated as of June 1, 1956; said
Supplemental Indentures dated, respectively, as of June 1, 1956 and December 1,
1956, are so recorded as stated in said Supplemental Indenture dated as of July
1, 1957; said Supplemental Indenture dated as of July 1, 1957 is so recorded as
stated in said Supplemental Indenture dated as of October 1, 1959; said
Supplemental Indenture dated as of October 1, 1959 is so recorded as stated in
said Supplemental Indenture dated as of July 1, 1963; said Supplemental
Indenture dated as of July 1, 1963 is so recorded as stated in said Supplemental
Indenture dated as of September 1, 1964; said Supplemental Indenture dated as of
September 1, 1964 is so recorded as stated in said Supplemental Indenture dated
as of June 1, 1965; said Supplemental Indenture dated as of June 1, 1965 is so
recorded as stated in said Supplemental Indenture dated as of December 1, 1966;
said Supplemental Indenture dated as of December 1, 1966 is so recorded as
stated in said Supplemental Indenture dated as of October 1, 1970; said
Supplemental Indenture dated as of October 1, 1970 is so recorded as stated in
said Supplemental Indenture dated as of August 1, 1972; said Supplemental
Indenture dated as of August 1, 1972 is so recorded as stated in said
Supplemental Indenture dated as of September 1, 1972; said Supplemental
Indenture dated as of September 1, 1972 is so recorded as stated in said
Supplemental Indenture dated as of October 1, 1974; said Supplemental Indenture
dated as of October 1, 1974 is so recorded as stated in said Supplemental
Indenture dated as of May 1, 1976; said Supplemental Indenture dated as of May
1, 1976 is so recorded as stated in said Supplemental Indenture dated as of
October 1, 1977; said Supplemental Indenture dated as of October 1, 1977 so
recorded as stated in said Supplemental Indenture dated as of November 1, 1979;
and said Supplemental Indenture dated as of November 1, 1979 is recorded in the
offices of the County Recorders in the Counties of the State of California, as
follows:
County Reference Date
------ --------- ----
Fresno Book 7403, Pages 838-867 Official Records November 1, 1979
Imperial Book 1443, Pages 92-123 Official Records November 1. 1979
Kern Book 5241, Pages 448-479 Official Records November 1, 1979
Kings Book 1161, Pages 263-294 Official Records November 1, 1979
Los Angeles Book 1979, 79-1236112 Official Records November 2, 1979
3
County Reference Date
------ --------- ----
Orange Book 13379, Pages 825-856 Official Records November 1, 1979
Riverside Book 1979, Page 234542 Official Records November 2, 1979
San Bernardino Book 9806, Pages 1046-1077 Official Records November 2, 1979
San Diego Book 1979, Pages 1963-1994 Official Records November 1, 1979
San Luis Obispo Vol, 2198, Pages 893-924 Official Records November 1, 1979
Santa Barbara Book 1979,79-51419 Official Records November 1, 1979
Tulare Vol. 3711, Pages 1-32 Official Records November 1, 1979
Ventura Book 5530, Pages 1-40 Official Records November 2, 1979
WHEREAS, bonds of the Corporation of eleven (11) series designated,
respectively, as its "First Mortgage Bonds, Series A, due 1982", First Mortgage
Bonds, Series B, due 1981", "First Mortgage Bonds, Series E, due 1988" "First
Mortgage Bonds, Series F, due 1989", "First Mortgage Bonds, Series G, due 1991",
"First Mortgage Bonds, Series H, due 1995", "First Mortgage Bonds, Series I, due
1997", "First Mortgage Bonds, Series J, due 1981", "First Mortgage Bonds, Series
K, due 1996", "First Mortgage Bonds, Series L, due 1997" and "First Mortgage
Bonds, Series M, due 1999", are outstanding as a part of the First Mortgage
Bonds referred to in the Original Indenture, each series of bonds, unless and
until the taking of further appropriate action by the Board of Directors of the
Corporation, being without limitation as to aggregate authorized principal
amount; and
WHEREAS, pursuant to the provisions of Sections 2.01 and 2.02 of the
Original Indenture, the Board of Directors of the Corporation has, by resolution
duly adopted and delivered to the Trustee, created, as a part of the First
Mortgage Bonds referred to in the Original Indenture, a new series of bonds
designated "First Mortgage Bonds, Series N, due 2001" (herein sometimes called
"bonds of Series N"), to be of the form, terms. and provisions, provided in that
resolution and herein, which new series of bonds, unless and until the taking of
further appropriate action by the Board of Directors of the Corporation, is to
be without limitation as to aggregate authorized principal amount and of which
series bonds in the aggregate principal amount of $70,000 000 are to be
presently issued; and
WHEREAS, it is provided in the Original Indenture that all the business,
franchises and properties, real, personal, and mixed, of every
4
kind and nature whatsoever and wheresoever situate, which might thereafter be
acquired by the Corporation, shall be as fully embraced within the lien thereof
as if said properties were owned by the Corporation at the date of the Original
Indenture and were particularly described therein and specifically conveyed
thereby, excepting certain properties expressly excepted by the provisions
thereof; and
WHEREAS, subsequent to the execution of the Original Indenture the
Corporation has acquired properties hereinafter mentioned or referred to, all of
which properties, upon the acquisition thereof by the Corporation, became and
now are subject to the lien, operation and effect of the Original Indenture by
virtue of the after-acquired property clause or other clauses thereof; but the
Corporation, nevertheless, desires to execute, acknowledge, deliver and cause to
be recorded this Supplemental Indenture for the purposes, among others, of
expressly and specifically subjecting such after-acquired properties to the lien
of the Original Indenture as supplemented and of further assuring and confirming
the lien of the Original Indenture as supplemented on all of the properties of
every kind and character, whether real or personal and regardless of the date of
acquisition thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Sections 2.02 and 16.01 of the Original
Indenture the Corporation and the Trustee are authorized to execute and deliver
an indenture supplemental to the Original Indenture (i) to set forth the
particulars, permitted by Section 2.01 of the Original Indenture, as to which
the bonds of Series N are to vary from the bonds of the other series of said
First Mortgage Bonds, and (ii) for any purpose not inconsistent with the terms
of the Indenture; and
WHEREAS, for and in consideration of the premises the Corporation
desires to execute this Supplemental Indenture; and
WHEREAS, the making, executing, delivering and recording of this
Supplemental Indenture have been duly authorized by proper corporate action of
the Corporation; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been authorized and approved by the Public Utilities Commission of the State of
California;
5
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar ($1 ), lawful money of the United States of America, duly paid by the
Trustee to the Corporation, and of other good and valuable considerations,
receipt of which is hereby acknowledged, and of the fully registered in order
(a) to set forth or specify (i) the form of the fully registered bonds of Series
N and the form of the certificate to be endorsed on all bonds of said series,
and (ii) the terms and provisions of the bonds of Series N, including the
particulars thereof which vary from the bonds of the other series of said First
Mortgage Bonds, and (b) further to secure the payment of both the principal of
and interest on the bonds of the Corporation now or at any time hereafter
outstanding under the Original Indenture and/or any indenture supplemental
thereto, including specifically, but without limitation, all of said First
Mortgage Bonds now outstanding and said $70,000,000 aggregate principal amount
of bonds of Series N, according to their tenor and effect, and further to secure
the observance and performance of all of the covenants and conditions contained
in the Original Indenture agreements or in any indenture supplemental thereto,
and without in any way limiting the generality or effect of the Indenture
insofar as by any provision thereof any of the property therein or hereafter
described or referred to is now subject or intended to be subject to the lien
and operation thereof, but to such extent confirming such lien and operation,
the Corporation has executed and delivered this Supplemental Indenture and has
granted, bargained, sold, released, conveyed, mortgaged, assigned, transferred,
pledged, set over and confirmed, and does hereby grant, bargain, sell, release,
convey, mortgage, assign, transfer, pledge, set over and confirm unto Wells
Fargo Bank, National Association, the Trustee, and to its successor or
successors in the trust created by the Original Indenture and/or any indenture
supplemental thereto, and to its and their assigns, forever, with power of sale,
subject, to the extent applicable by the terms of the Indenture to any of the
properties hereinafter referred to or described, to the exceptions other than
with respect to exception (f) set forth on page 67 of the Original Indenture and
reading as follows: "(f) Any gas and/or oil acreage, gas and/or oil wells, gas
and/or oil reserves, or gas and/or oil leaseholds hereafter acquired by the
Corporation, or any property or equipment now or hereafter owned by the
Corporation and used for the development of gas and/or oil acreage or for the
drilling for or production of gas and/or oil from
6
such acreage"; which, exception (f) is by this granting clause hereby expressly
made inapplicable to certain parcels of property specified herein [and other
than as expressly provided in the granting clauses of said Supplemental
Indentures dated respectively as of June 1, 1956, July 1, 1957, October 1, 1959,
July 1, 1963, September 1, 1964, December 1, 1966, October 1, 1970, September 1,
1972, October 1, 1974, May 1, 1976, October 1, 1977 and November 1, 1979 with
respect to said exception (f) which is by said granting clauses expressly made
inapplicable to certain therein specified parcels of property], reservations,
conditions, terms and provisions provided in the Indenture with respect to
properties subject or intended to be subject thereto, all of the properties and
assets of the Corporation, real, personal and mixed, of every kind and
character, whether now or hereafter owned by the Corporation and wheresoever
situated, including, without in any way limiting or modifying the generality or
effect of the foregoing, all and singular, the following properties:
FIRST: All of the lots, pieces and parcels of land and rights or interests
in real property situate in the Counties in the State of California,
specifically described and mentioned or enumerated in Schedule A attached
hereto, to which reference is hereby made and the same is made a part hereof
with the same force and effect as if the same were here set forth at length.
SECOND: All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating, transmission,
feeding, storing, and distribution systems, and utilities of the Corporation
situate in the Counties of Fresno, Imperial, Kern, Kings, Los Angeles, Orange,
Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, Tulare and
Ventura, and elsewhere, in the State of California, with all and singular the
franchises, ordinances, grants, easements, licenses, powers, immunities,
permits, privileges, appurtenances, tenements and other rights and property
thereunto appertaining or belonging, as the same now exist and as the same and
any and all parts thereof may hereafter exist or be improved, added to,
enlarged, extended or acquired in said counties or elsewhere in said state or
any other state or states.
7
THIRD: All other property, real, personal and mixed, of every kind, nature
and description (including, without in any way limiting the effect of the
generality hereof; all facilities; all stocks, bonds and other securities from
time to time conveyed, assigned, transferred, mortgaged or pledged on behalf of
the Corporation, or with its consent, to the Trustee in the manner and for the
purposes as provided in the Indenture; all gas manufacturing plants, boilers,
engines, compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings, structures,
plants, works and other improvements; all gas transmission and distributing
lines and systems; all meters and regulators and all other apparatus, machinery,
appliances, tools, furniture, fixtures, supplies, facilities and utilities and
other personal property; or any right or interest in any thereof; all business
and goodwill, rights, consents, franchises, ordinances, licenses, agreements,
contracts, permits, easements, rights of way, leases and leasehold interests;
powers, grants, privileges and immunities to construct, operate and maintain
lines and other facilities or properties for conveying gas or other commodities
or utilities for any purpose or purposes through, under and over public streets
or highways, or public or private places or property; all reversions,
remainders, tolls, incomes, revenues, earnings, rents, issues and profits of any
property, real, personal and mixed; and all other classes and types of property
described or refer red to in the Original Indenture, or any indenture
supplemental thereto), now or hereafter owned, held, possessed, acquired or
enjoyed by or in any manner conferred upon or appertaining to the Corporation,
including the interest of the Corporation in all leases now or hereafter owned
by it, together with all and singular the tenements, hereditaments, and
appurtenances belonging or in any way appertaining To each and every part of any
and all property subject or intended to be subject to the lien and operation of
the Original Indenture as supplemented, and the reversion and reversions,
remainder and remainders, tolls, incomes, revenues, earnings, rents, issues and
profits thereof.
SAVING AND EXCEPTING, however, from the property hereby mortgaged,
conveyed in trust and/or pledged, all property, whether now owned by the
Corporation or hereafter acquired by it, expressly saved and excepted from the
lien of the Indenture and therein referred to as the "excepted property" (except
otherwise expressly provided in this Supplemental Indenture and any Supplemental
Indenture herein-
8
above mentioned, with respect to exception (f) of said "excepted property"),
unless and until, upon the occurrence of an event of default under the
Indenture, the Trustee, or any receiver appointed thereunder, shall take
possession of any or all of such excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of the Corporation,
now or hereafter outstanding under the Indenture as from time to time in effect,
and for the enforcement and payment of said bonds and interest thereon when
payable, and the performance of and compliance with the covenants and conditions
of the Indenture as from time to time in effect, without any preference,
distinction or priority as to lien or otherwise of any of said bonds over any
others thereof by reason of the difference in the time of the actual issue, sole
or negotiation thereof, or for any other reason whatsoever, except as otherwise
expressly provided in the Indenture as from time to time, in effect, so that
each and every such bond shall have the same lien and so that the principal and
interest of every such bond shall, subject to the terms thereof, be equally and
proportionately secured by said lien, as if such bond had been made, executed,
delivered, sold and negotiated simultaneously with the execution and delivery of
the Original Indenture.
IT IS HEREBY COVENANTED, DECLARED, AND AGREED by and between the parties
hereto that all such bonds are issued, authenticated and delivered, or are to be
issued, authenticated and delivered, and that all property subject, or to become
subject, to the Original Indenture, including any indenture supplemental
thereto, is to be held, subject to the covenants, conditions, uses and trusts
therein set forth.
It is hereby further stipulated and provided:
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF BONDS
OF SERIES N, DUE 2001
SECTION 1.01. The bonds of Series N may be issued at any time or from time
to time upon and subject to the terms and provisions of the Indenture. Unless
and until the taking of further appropriate action
9
by the Board of Directors of the Corporation the bonds of said Series shall be
without limitation as to aggregate authorized principal amount.
SECTION 1.02. The bonds of Series N 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 bonds of said Series,
shall be substantially in the following form:
(FORM OF REGISTERED BOND WITHOUT COUPONS, SERIES N, DUE 2001)
SOUTHERN CALIFORNIA GAS COMPANY
(Incorporated under the laws of the State of California)
FIRST MORTGAGE BOND, SERIES N, DUE 2001
(15%)
NO. ____________ $ ____________
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing
under the laws of the State of California (hereinafter called the "Corporation",
which term shall include any successor corporation, as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________, or registered assigns, the sum of _____________________ DOLLARS in
lawful money of the United States of America, on the first day of February,
2001, and to pay interest thereon to the registered owner hereof from the date
of this bond, at the rate of 15% per annum in like lawful money, payable
semi-annually, on the first days of February and August in each year, commencing
August 1, 1981, until the Corporation's obligation with respect to the payment
of such principal shall be discharged as provided Both in the Indenture
hereinafter mentioned. the principal of and interest on this bond will be paid
at the principal office of Wells Fargo Bank, National Association, or its
successor trustee under said Indenture, in the City and County of San Francisco,
State of California or at the main office of the Trustee in the City of Los
Angeles, or, at the option of the registered owner hereof, principal will be
paid at the office or agency of the Corporation in the City of New York, State
of New York.
10
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.
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this bond
to be signed in its corporate name by its President or a Vice-President and its
corporate seal to be hereto affixed and attested by its Secretary or in
Assistant Secretary.
Dated as of ____________________, 19____
SOUTHERN CALIFORNIA GAS COMPANY
By
---------------------------------------
Vice President
(CORPORATE SEAL)
ATTEST:
---------------------------
Secretary
(REVERSE SIDE-FORM OF REGISTERED BOND WITHOUT
COUPONS, SERIES N, DUE 2001)
This bond is one of a duly authorized issue of bonds of the Corporation
(herein called the "bonds"), of the series hereinafter specified, all issued and
to be issued under and all equally and ratably secured by a mortgage and deed of
trust dated October 1, 1940, executed by the Corporation to Wells Fargo Bank,
National Association (formerly American Trust Company), as Trustee, to which
mortgage and deed of trust and all indentures supplemental thereto, including
Supplemental Indentures dated, respectively, as of July 1, 1947, August 1, 1955,
June 1, 1956, December 1, 1956, June 1, 1965, August 1, 1972 and May 1, 1976
(herein collectively referred to as the "Indenture"), refer-
11
ence is hereby made for a description of the property conveyed in trust,
mortgaged and pledged, the nature and extent of the security, the rights of the
registered owners of the bonds and of the Trustee or trustees in respect
thereof, the terms and conditions upon. which the bonds are, and are to be,
secured and the circumstances under which additional bonds may be issued. The
bonds may be issued for various principal sums, and may be issued in series,
which may mature at different times, may bear interest at different rates and
may otherwise vary as in the Indenture provided. This bond is one of a series
designated as the "First Mortgage Bonds, Series N, due 2001" (herein called
"bonds of Series N") of the Corporation, issued under and secured by the
Indenture.
As provided in the Indenture, by any indenture or indentures supplemental
thereto executed by the Corporation and the Trustee and consented to by the
holders of not less than two-thirds (2/3) in principal amount of the bonds at
the time outstanding, and, in case one or more, but less than all, of the series
of bonds then outstanding are affected by such supplemental indenture, consented
to by the holders of at least two-thirds (2/3) in principal amount of the bonds
of such series so affected, the Indenture or any indenture supplemental thereto,
and the rights and obligations of the Corporation and the holders of bonds, may
be modified or altered from time to time, as provided in the Indenture;
provided, however, (a) that the right of any holder of any bond to receive
payment of the principal of and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the consent of
such holder, and (b) that no such modification, or alteration shall reduce the
proportions of bondholders' consents required as aforesaid; such proportions to
be determined in each case as provided in the Indenture.
The bonds of Series N are subject to redemption (a) at any time prior to
maturity at the option of the Corporation either as a whole or in part, or
through operation of the Renewal Fund, upon payment of the percentages of the
principal thereof as set forth in the table below under the heading "Regular
Redemption Price" during the respective 12 months' period beginning February 1,
in each of the years mentioned, or (b) by operation of the Sinking Fund upon
payment of the per-
12
centages of the principal thereof set forth below under the heading "Special
Redemption Price" during said periods. Notwithstanding the foregoing, none of
the bonds of Series N may be redeemed prior to February 1, 1986 directly or
indirectly from the proceeds of or in anticipation of any refunding operation
involving the incurring of debt which has an interest cost to the Corporation of
less than 15.094% per annum.
Redemption Price Redemption Price Redemption Price
---------------- ---------------- ----------------
Year Regular Special Year Regular Special Year Regular Special
---- ------- ------- ---- ------- ------- ---- ------- -------
1981 115.00% -- 1988 109.49% 100.00% 1995 103.95% 100.00%
1982 114.22 -- 1989 108.69 100.00 1996 103.16 100.00
1983 113.43 -- 1990 107.90 100.00 1997 102,37 100.00
1984 112.64 -- 1991 107.11 100.00 1998 101.58 100.00
1985 111.85 -- 1992 106.32 100.00 1999 100.79 100.00
1986 111.06 -- 1993 105.53 100.00 2000 100.00 100.00
1987 110.27 100.00% 1994 104.74 100.00
together in each case with accrued interest to the date fixed for redemption,
and upon notice given by publication once in each of three separate calendar
weeks in one daily newspaper printed in the English language of general
circulation in the Borough of Manhattan, City and State of New York, and in one
similarly printed daily newspaper of general circulation in the City and County
of San Francisco, California (the first of such publications to be not less than
thirty and not more than sixty days before the redemption date), or, notice of,
any such redemption may be mailed to the registered owners of the bonds to be
redeemed not less than thirty nor more than sixty days before the redemption
date, in lieu of such notice being given by publication, all subject to the
conditions and as more fully set forth in the Indenture, including (1) the
condition that failure to give notice of any such redemption by mail, if
required, or any defect therein or in the mailing thereof shall not affect the
validity of the proceedings for the redemption of any bonds so to be redeemed if
notice by publication, if required, is duly given and (2) the condition that, if
any notice of redemption of bonds shall state that it is subject to receipt by
or for the account of the Trustee on or before the date fixed for redemption of
moneys applicable to and sufficient for such redemption, such bonds shall not
become due and payable by virtue of such notice unless such moneys shall be held
by or for the account of the Trustee on or before the date fixed for redemp-
13
tion. If this bond or any portion hereof is called for redemption and payment
duly provided as specified in the Indenture, interest shall cease to accrue on
this bond or such portion hereof from and after the date fixed for such
redemption.
The bonds are entitled to the benefits of the Sinking Fund and the Renewal
Fund as provided in the Indenture.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all bonds then outstanding under the Indenture may be declared or
become due and payable upon the conditions and in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner hereof at the office or
agency of the Corporation in said City and County of San Francisco, in said City
of Los Angeles, in the Borough of Manhattan, City of New York and in such other
place or places as the Corporation may designate at any time or from time to
time, and thereupon a new fully registered bond or bonds of said series, without
coupons, of authorized denomination or denominations, of a like aggregate
principal amount, will be issued to the transferee or transferees in exchange
for this bond; and at any of said offices or agencies fully registered bonds of
Series N without coupons, are exchangeable for a like aggregate principal amount
of other such fully registered bonds of authorized denominations; all in the
manner and subject to the conditions as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the lndenture or any
indenture supplemental thereto, against any incorporator, stockholder, director
or officer, past, present or future, of the Corporation, or of any predecessor
or successor corporation, either directly or through the Corporation, or any
such predecessor or successor corporation, 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 waived and released by every
registered owner hereof by the acceptance of this bond and as part of the
consideration for the issue hereof, and being likewise waived and released by
the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until Wells Fargo
14
Bank, National Association, or its successor as Trustee under the Indenture, or
an authenticating agent, shall have signed the form of certificate endorsed
hereon.
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
WELLS FARGO BANK, or BANKERS TRUST COMPANY,
NATIONAL ASSOCIATION,
Trustee Authenticating Agent
By By
---------------------------- ----------------------------
Authorized Officer Authorized Officer
The bonds of Series N 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.
The fully registered bonds of Series N shall be issuable in denominations
of $1,000 and any integral multiple of $1,000 and shall be dated as provided in
paragraph 1 of Section 2.01 of the Original Indenture, The definitive bonds of
Series N shall be numbered in such manner as the Corporation shall at any time
or from time to time determine.
SECTION 1.03. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, bonds of Series N may be
exchanged without a service charge for a like aggregate principal amount of such
bonds of Series N of other authorized denomination or denominations.
15
SECTION 1.04. The Corporation shall maintain in the City and County of San
Francisco, and in the City of Los Angeles, State of California, and also in the
Borough of Manhattan, City of New York, State of New York, and in such other
place or places as the Corporation may designate at any time or from time to
time, an office or agency where bonds of Series N 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 San Francisco shall be the
principal office of the Trustee and such office or agency in the City of Los
Angeles shall be the main office of the Trustee in said City and such office or
agency in the Borough of Manhattan, City of New York shall be the principal
office of Bankers Trust Company unless and until the Corporation shall designate
another office or agency by notice in writing delivered to the Trustee.
SECTION 1.05. No transfer or exchange of any bonds of Series N 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
INTEREST, MATURITY DATE, REDEMPTION, SINKING FUND
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. The bonds of Series N shall bear interest at the rate, shall
be expressed to mature as to principal, and shall be payable as to principal and
interest at such place or places and in such money, all as provided in the form
of such bonds set forth in Section 1.02 hereof and by the applicable provisions
of the Indenture.
SECTION 2.02. The bonds of Series N shall be subject to redemption, either
in whole or in part, at the applicable redemption prices specified in said form
of bonds, upon notice, in the manner and otherwise upon the terms and conditions
and with the effect, as provided herein and by the applicable provisions of the
Indenture, which provisions of the Indenture are hereby modified and
supplemented, but only with respect to the bonds of Series N, as follows:
16
(a) If at the time of publication or mailing of, or of otherwise giving,
any notice of redemption of any of the bonds of Series N the Corporation shall
not have deposited with the Trustee and/or irrevocably directed the Trustee to
apply, from moneys held by it available to be used for the redemption of bonds
of Series N, an amount in cash sufficient to redeem all of the bonds of Series N
called for such redemption, including accrued interest to the date fixed for
redemption, such notice shall state that it is subject to the receipt by the
Trustee on or before the date fixed for redemption of moneys applicable to and
sufficient for such redemption and that such notices shall be of no effect
unless such moneys are so received on or before such date.
(b) The Trustee, upon request of the Corporation evidenced by a resolution
of its Board of Directors, shall, for and in behalf of and in the name of the
Corporation call for redemption of bonds of Series N provided that, if cash
sufficient for such redemption is not hold by the Trustee at the time of such
call, the notice shall state that it is subject to the receipt by the Trustee on
or before the date fixed for redemption of moneys applicable to and sufficient
for such redemption and that such notice shall, be of no effect unless such
moneys are so received on or before such date.
(c) If bonds of Series N shall be called for redemption pursuant to a
notice containing the statement set forth in subparagraph (a) or subparagraph
(b) of this Section 2.02, the principal amount and premium, if, any, of such
bonds shall not become due and payable by virtue of such call or notice unless
on or before the date fixed for redemption the Corporation shall have
irrevocably deposited with the Trustee for the purpose of redeeming all of the
bonds of Series N called for redemption, including funds for the payment, of
accrued interest to the date fixed for redemption, and/or irrevocably directed
the Trustee to apply, from moneys held by it available. to be used for the
redemption of bonds of Series N an amount in cash sufficient to redeem all of
the bonds of Series N called for redemption, including funds for the payment of
accrued interest to the date fixed for redemption.
17
Notwithstanding the foregoing, none of the bonds of Series N may be
redeemed prior to February 1, 1986 directly or indirectly from the proceeds of
or in anticipation of any refunding operation involving the incurring of debt
which has an interest cost to the Corporation of less than 15.094% per annum.
SECTION 2.03. The bonds of Series N shall be entitled to the benefits of
the Renewal Fund as provided in the Indenture and shall also be entitled to
benefit, as hereinafter provided, under the Sinking Fund referred to in Section
8.01 of the Indenture. To provide for such benefit under said Sinking Fund, said
Section 8.01, as heretofore amended and now in effect, is hereby further amended
by adding thereto, immediately preceding the last paragraph thereof, a new
paragraph reading as follows:
"The Corporation further covenants and agrees that, on or before
April first in the year 1987 and in each year thereafter so long as any of
the bonds of Series N are outstanding, it will pay to the Trustee, as a
payment for that year to the Sinking Fund referred to in the first
paragraph of this Section 8.01, the amount of $4,660,000, together with a
payment at maturity of $4,760,000, on February 1, 2001, in respect of such
series."
SECTION 2.04. The bonds of Series N shall, except as in this Supplemental
Indenture otherwise expressly provided, be on the terms and provisions, and
shall represent such rights and be entitled to such benefits, as are applicable
thereto by the terms of the Indenture.
ARTICLE III
SUNDRY PROVISIONS.
SECTION 3.01. The recitals of fact contained herein shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for the
correctness of the same. The Corporation hereby covenants and agrees that it
will cause this Supplemental Indenture to be kept recorded and/or filed as may
be required by law, in such manner and in such places as may be necessary fully
to preserve and protect the security of the bondholders and all of the rights of
the Trustee hereunder,
18
and that it will with all reasonable dispatch deposit with the Trustee
counterparts of this Supplemental Indenture bearing official notation or
endorsements showing such recordation and/or filing, or in case such
counterparts are not returned to the Corporation, furnish to the Trustee the
best official evidence of such recordation and/or filing reasonably obtainable
by the Corporation, or evidence of the taking of such other action, if any, but
the Trustee, subject to the provisions of Sections 14.02 and 14.03 of said
Original Indenture, shall in no wise be liable for any failure or omission in
this regard.
SECTION 3.02. The date of this Supplemental Indenture and the date of the
bonds of Series N are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the bonds of said series,
and are not intended to indicate that this Supplemental Indenture was executed
and delivered or that said bonds were executed, delivered or issued on said
date; it being hereby provided that this Supplemental Indenture may be executed
and delivered, and that said bonds may be executed, delivered or issued, either
on said date or before or after said date, and that this Supplemental Indenture
is in fact executed and delivered by each party hereto on the date of its
certificate of acknowledgment hereto attached.
SECTION 3.03. This Supplemental Indenture shall be deemed to be part of
the Original Indenture, and the Corporation agrees to conform to and comply with
all and singular the terms, provisions, conditions and covenants set forth
therein and herein. This Supplemental Indenture shall be construed in connection
with and as a part of the Original Indenture, as heretofore amended and
supplemented.
SECTION 3.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to the same
terms and conditions as are expressed in Article XIV of the Original Indenture.
SECTION 3.05. In order to facilitate the recording of this Supplemental
Indenture, the same may be executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall
collectively constitute one and the same instrument.
19
IN WITNESS WHEREOF, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by its President or
one of its Vice Presidents, and its Secretary or one of its Assistant
Secretaries, and its corporate seal to be hereunto duly affixed, and Wells Fargo
Bank, National Association, in token of its acceptance of the trust hereby
established, has caused this Supplemental Indenture to be signed in its
corporate name by one of its Authorized Officers and its Secretary or one of its
Assistant Secretaries, and its corporate seal to be hereunto duly affixed, all
as of February 1, 1981.
SOUTHERN CALIFORNIA GAS COMPANY
Attest:
/s/ H.E. GOODENOW By /s/ G. DAVID WOOSLEY
----------------------------- -------------------------------------
Secretary Vice President
(SEAL)
WELLS FARGO BANK, NATIONAL
Attest: ASSOCIATION
/s/ R.T. MARAVILLA By /s/ M.C. WELCH
----------------------------- -------------------------------------
Assistant Secretary Authorized Officer
(SEAL)
20
STATE OF CALIFORNIA, )
) ss.
COUNTY OF LOS ANGELES, )
On this 28th day of January, 1981, before me, FLORENCE B. FROST, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared G. DAVID WOOSLEY, known to me to be Vice President, and H. E. GOODENOW
known to me to be the Secretary, of SOUTHERN CALIFORNIA GAS COMPANY, one of the
corporations named in and which executed the foregoing instrument, known to me
to be the persons who executed the within instrument on behalf of said
Corporation, and acknowledged to me that said Corporation executed the same, and
acknowledged to me that said Corporation executed the within instrument pursuant
to its by-laws or a resolution of its board of directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ FLORENCE B. FROST
-----------------------------------------
FLORENCE B. FROST
Notary Public of the State of California.
(SEAL)
My Commission Expires August 14, 1983.
21
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES, )
On this 28th day of January, 1981, before me, FLORENCE B. commissioned
FROST, a Notary Public of the State of California, duly commissioned and sworn,
personally appeared M. C. WELCH, known to me to be an Assistant Authorized
Officer, and R. T. MARAVILLA, known to me to be an Assistant Secretary, of WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, one of the
corporations named in and which executed the foregoing instrument, known to, me
to be the persons who executed the within instrument on behalf of said
Corporation, and acknowledged to me that said Corporation executed the same, and
acknowledged to me that said Corporation executed the within instrument pursuant
to its by-laws or a resolution of its board of directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ FLORENCE B. FROST
-----------------------------------------
FLORENCE B. FROST
Notary Public of the State of California.
(SEAL)
My commission Expires August 14, 1983.
22
SCHEDULE A
Incorporated in and made a part of the Supplemental Indenture dated as of
February 1, 1981, by and between Southern California Gas Company and Wells Fargo
Bank, National Association, Trustee.
The descriptive names or captions do not constitute a part of the property
descriptions, being used only for convenience of reference and identification.
The term "Grantor" as used hereinafter refers to the grantor of each parcel of
property hereinafter described to Southern California Gas Company.
COUNTY OF LOS ANGELES
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Los Angeles, State of California, described
as follows:
General Offices and Garages
Parcel 1:
Lot "A" of Tract 6004, in the City of Los Angeles, in the County of Los
Angeles, State of California, as per map recorded in Book 79, Page 12 of Maps,
in the Office of the County Recorder of said County.
Parcel 2:
Lot 5 of H. F. SPENCER'S Subdivision of the North half of Block 57 of
ORD'S Survey, as per map recorded in Book 5, Page 35, of Miscellaneous
records of Los Angeles County, and that portion of Lot 4 of said H. F.
SPENCER'S Subdivision included within the following described lines:
Beginning at the intersection of the Southeasterly line of said H. F.
SPENCER'S Subdivision with the Southeasterly prolongation of the Southwesterly
face of the Southwesterly wall of a four story brick building known as the Hotel
Stephens, said point of intersection being distant South 37 51' West along said
Southeasterly line of said H. F. SPENCER'S subdivision 195.81 foot from the
Southwesterly line of Eighth Street, 70 feet wide, as at present Established;
Thence South
23
37"51' West along said Southeasterly line of said H. F. SPENCER'S Subdivision
50.18 feet to the Northeasterly line of Tract No. 6004. as per map recorded in
Book 79 Page 12 of Maps, in the office of the County recorder of said county;
Thence North 52 08' West along said Northeasterly line 156.98 feet to the
Southeasterly line of a 20 foot alley running Northeasterly through said H. F.
SPENCER'S Subdivision; Thence North 37 49' East along said alley 50.25 feet to
the Southwesterly face of the Southwesterly wall of said four story brick
building; thence South 52 06'10" East along said Southwesterly face of said
Southwesterly wall of said four story brick building and along the Southeasterly
prolongation thereof, 157.00 feet to the point of beginning.
EXCEPT that portion of Lot 5 of said H. F. SPENCER'S Subdivision
included within the following described lines:
BEGINNING at the intersection of the Southeasterly line of said H. F.
SPENCER'S SUBDIVISION with the Southeasterly prolongation of the Southwesterly
face of the Southwesterly wall of a twelve story brick building known as the
HOTEL RITZ, said point of intersection being distant South 37 51' West along
said Southeasterly line of H. F. SPENCER'S Subdivision 145.72 feet from the
Southwesterly line of Eighth Street, 70 feet Wide, as at present established;
thence South 37 51' West along said Southeasterly line of H. F. SPENCER'S
Subdivision 50.09 feet to the Southeasterly prolongation of the Southwesterly
face of the Southwesterly wall of a four story brick building known as Hotel
Stephens; thence North 52 06'10" west along said last mentioned Southeasterly
prolongation and along said Southwesterly face of the Southwesterly wall of said
four story brick building 157.00 feet to the Southeasterly line of a 20 foot
alley running Northeasterly through said H. F. SPENCER'S Subdivision; thence
North 37 49' East along said alley, 50.03 feet to the Northwesterly prolongation
of said Southwesterly face of the Southwesterly wall of said twelve story brick
building; thence South 52 07'40" East along said Northwesterly prolongation and
along said Southwesterly face of the Southwesterly wall of said twelve story
brick building and along the Southeasterly prolongation thereof, 157.03 feet to
the point of beginning.
24
Industry Base
Parcel A:
Parcel 1 in the City of Industry, in the County of Los Angeles, State of
California, as shown on Parcel Map No. 167, filed in Book 138 Page 78 of Parcel
Maps, in the office of the County Recorder of said County.
Parcel B:
An easement for ingress and egress over the easterly 20 feet of Parcel 2
in the City of Industry, in the County of Los Angeles, State of California, as
shown on Parcel Map No. 167, filed in Book 138 Page 78 of Parcel Maps, in the
office of the County Recorder of said County.
COUNTY OF RIVERSIDE
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Riverside, State of California, described
as follows:
Hemet District Base
Lot 515 of Romola Farms No. 6A, as shown by Map on file in Book 14 pages
63, 64 and 65 of Maps, Riverside County Records; EXCEPTING that portion as
described in that Deed to the State of California by Deed recorded February 14,
1962 in Book 3077 page 364 of official records and as Instrument No. 13971.
COUNTY OF SAN BERNARDINO
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of San Bernardino, State of California,
described as follows:
Needles Crossover R/W
All that portion of the south one-half of the south one-half of the north
one-half and the north one-half of the north one-half of the south one-half both
of the above being of the northwest quarter of
25
the northwest quarter of Section 13, Township 9 North, Range 22 East, San
Bernardino Base and Meridian; lying west of River Road, being 100 feet wide per
official Records, Book 2909, Page 320, and recorded in the County Recorder's
Office of said County.
Fontana Base
The West 6 acres of the East 16 Acres of Farm Lot 732, according to map
showing subdivision of lands belonging to the Semi-Tropic Land and Water
Company, in the County of San Bernardino, State of California, as per Map
recorded in Book 11 Page 12 of Maps, in the office of the County Recorder of
said County.
The area and distances of the above described property are computed to the
centers of the adjoining streets shown on said Map.
EX-4.24
5
dex424.txt
SUPPLEMENTAL INDENTURE
Exhibit 4.24
================================================================================
This Supplemental Indenture is, among other things
A MORTGAGE OF CHATTELS
Southern California Gas Company
TO
Wells Fargo Bank, National Association
(formerly American Trust Company)
TRUSTEE
---------------------
SUPPLEMENTAL INDENTURE
To Original Indenture dated October 1, 1940
---------------------
DATED AS OF SEPTEMBER 15, 1981
================================================================================
TABLE OF CONTENTS
Page
----
PARTIES .................................................................... 1
RECITALS:
Execution of Original Indenture and Supplements thereto ............. 1
Recording of Original Indenture and Supplements thereto ............. 1
Bonds heretofore issued ............................................. 2
Creation of Series O, due 2001 ...................................... 2
Lien on After Acquired Property ..................................... 3
Purpose of Supplemental Indenture ................................... 3
Fulfillment of conditions precedent ................................. 4
Consideration and Authorization ..................................... 4
GRANTING CLAUSES:
Plant, system and utilities in specified counties and elsewhere ..... 5
Other properties now or hereafter owned ............................. 5
Excepted properties ................................................. 6
HABENDUM AND DECLARATION OF TRUST .......................................... 7
ARTICLE I.
AMOUNT, FORM, NUMBERING, DENOMINATION, TRANSFER AND
EXCHANGE OF BONDS OF SERIES O, DUE 2001
SECTION 1.01. Authorized amount of bonds of Series O, due 2001 .... 8
SECTION 1.02. Bonds of Series O, due 2001; issuable as
fully registered bonds; form of registered
bonds and certificate ............................ 8
SECTION 1.03. Exchangeability of bonds ............................ 14
SECTION 1.04. Offices or agencies for payment, registration,
transfer and exchange of bonds of
Series O, due 2001 ............................... 14
SECTION 1.05. Certain conditions as to transfer, etc. of
bonds of Series O, due 2001 ...................... 14
ii
Page
----
ARTICLE II.
INTEREST, MATURITY DATE, REDEMPTION, SINKING FUND
AND CERTAIN OTHER PROVISIONS
SECTION 2.01. Interest rate, maturity date and places
and medium of payment ............................ 14
SECTION 2.02. Redemption of bonds of Series O, due 2001 ........... 15
SECTION 2.03. Sinking Fund for bonds of Series O, due 2001 ........ 16
SECTION 2.04. Other provisions of bonds of Series O, due 2001 ..... 17
ARTICLE III.
AMENDMENTS TO INDENTURE
SECTION 3.01. Amendments To Original Indenture as Supplemented .... 17
SECTION 3.02. Amendments To Section 1.02 .......................... 17
SECTION 3.03. Amendments To Section 2.06 .......................... 17
SECTION 3.04. Amendments To Section 14.12 ......................... 18
SECTION 3.05. Amendments To Section 14.17 ......................... 18
SECTION 3.06. Amendments To Section 14.18 ......................... 18
SECTION 3.07. Amendments To Section 17.10 ......................... 19
ARTICLE IV
SUNDRY PROVISIONS
SECTION 4.01. Trustee not responsible for recitals:
recordation of Supplemental Indenture
as required by law ............................... 20
SECTION 4.02. Date of Supplemental Indenture and
bonds of Series O, due 2001,
are dates of Identification ...................... 20
SECTION 4.03. Supplemental Indenture deemed to be part of
Original Indenture ............................... 20
SECTION 4.04. Trustee accepts trusts on same terms
expressed in Original Indenture .................. 21
SECTION 4.05. Execution of Supplemental Indenture in counterpart .. 21
TESTIMONIUM ............................................................... 22
SIGNATURE AND SEALS ....................................................... 22
ACKNOWLEDGMENTS ........................................................... 23
1
This Supplemental Indenture is, among other things
A MORTGAGE OF CHATTELS
THIS SUPPLEMENTAL INDENTURE, dated as of September 15, 1981, made and
entered into in the City of Los Angeles, State of California by and between
SOUTHERN CALIFORNIA GAS COMPANY, a corporation duly organized and existing under
the laws of the State of California, and having its principal place of business
in the city of Los Angeles, State of California, and having its principal place
of business in the City of Los Angeles, State of California (hereinafter
sometimes called the "Corporation"), and Wells Fargo Bank, NATIONAL Association
(Formerly AMERICAN TRUST COMPANY), a national banking association duly organized
and existing under and by virtue of the laws of the United States of America,
and having it is principal place of business in the City and County of San
Francisco, California (hereinafter sometimes called the "Trustee").
WITNESSETH:
WHEREAS, the Corporation has executed and delivered to the Trustee a
certain Indenture (hereinafter sometimes called the "Original Indenture") dated
October 1, 1940, to secure bonds of the Corporation designated generally as its
"First Mortgage Bonds" to be issued from time to time in one or more series, any
of which series may vary from any other as to certain particulars specified in
Section 2.01 of the Original Indenture, and the Corporation has executed and
delivered to the Trustee Supplemental Indentures dated, respectively, as of July
1, 1947, May 1, 1948, June 1, 1950, April 1, 1952, August 1, 1955, June 1, 1956,
December 1, 1956, July 1, 1957, October 1, 1959, July 1, 1963, September 1,
1964, June 1, 1965, December 1, 1966, October 1, 1970, August 1, 1972, September
1, 1972, November 1, 1979 and February 1, 1981, supplementing and amending the
Original Indenture (the Original Indenture together with this Supplemental
Indenture and all other supplemental indentures being herein collectively
sometimes referred to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures dated,
respectively, as of July 1, 1947, May 1, 1948, June 1, 1950, April 1, 1952 and
August 1, 1955, are recorded in the office of the County Recorder of each of the
Counties listed below in the Official Records thereof, as stated in said
Supplemental Indenture
2
dated as of June 1, 1956; said Supplemental Indentures dated, respectively, as
of June 1, 1956 and December 1, 1956, are so recorded as stated in said
Supplemental Indenture dated as of July 1, 1957 and each subsequently dated said
Supplemental Indenture (other than said Supplemental indenture dated February 1,
1981) is so recorded as stated in said Supplemental Indenture dated as of the
next succeeding date; and said Supplemental Indenture dated as of February 1,
1981 is recorded in the offices of the County Recorders in the Counties of the
State of California, as follows:
County References Date
------ ---------- ----
Fresno Official Records, Book 7665, Pages 947-974 January 30, 1981
Imperial Official Records, Book 1464, Pages 580-607 January 29, 1981
Kern Official Records, Book 5348, Pages 2188-2215 January 30, 1981
Kings Official Records, Book 1192, Pages 421-448 January 30, 1981
Los Angeles Official Records, Document 83-114452 January 30, 1981
Orange Official Records, Book 13932, Pages 1315-1342 January 30, 1981
Riverside Official Records, Book 1981, Page 17831 January 30, 1981
San Bernardino Official Records, Document 81-012186 January 30, 1981
San Diego Official Records, Book 1981, Pages 705-732 January 29, 1981
San Luis Obispo Official Records, Vol. 2302, Pages 353-380 January 29, 1981
Santa Barbara Official Records, Document 81-4096 January 29, 1981
Tulare Official Records, Vol. 3835, Pages 830-857 January 29, 1981
Venture Official Records, Document 009236 January 29, 1981
WHEREAS, bonds of the Corporation of eleven (11) series designated,
respectively, as its "First Mortgage Bonds, Series A, Due 1982", "First Mortgage
Bonds, Series E, due 1988", "First Mortgage Bonds, Series F, due 1989", "First
Mortgage Bonds, Series G, due 1991", "First Mortgage Bonds, Series H, due 1995",
"First Mortgage Bonds, Series I due 1997", "First Mortgage Bonds, Series J, due
1981", "First Mortgage Bonds, Series K, due 1996", "First Mortgage Bonds, Series
L, due 1997", "First Mortgage Bonds, Series M, due 1999" and "First Mortgage
Bonds, Series N, due 2001" are outstanding as a part of the First Mortgage Bonds
referred to in the Original Indenture, each series of bonds, unless and until
the taking of further appropriate action by the Board of Directors of the
Corporation, being without limitation as to aggregate authorized principal
amount; and
WHEREAS, pursuant to the provisions of Sections 2.01 and 2.02 of the
Original Indenture, the Board of Directors of the Corporation has, by resolution
duly adopted and delivered to the Trustee, created, as a part of the First
Mortgage Bonds referred to in the Original Indenture,
3
a new series of bonds designated "First Mortgage Bonds, Series O, due 2001"
(herein sometimes called "bonds of Series O"), to be of the form, terms and
provisions provided in that resolution and herein, which new series of bonds,
unless and until the taking of further appropriate action by the Board of
Directors of the Corporation, is to be without limitation as to aggregate
authorized principal amount and of which series bonds in the aggregate principal
amount of $60,000,000 are to be presently issued; and
WHEREAS, it is provided in the Original Indenture that all the business,
franchises and properties, real, personal and mixed, of every kind and nature
whatsoever and wheresoever situate, which might thereafter be acquired by the
Corporation, shall be as fully embraced within the lien thereof as if said
properties were owned by the Corporation at the date of the Original Indenture
and were particularly described therein and specifically conveyed thereby,
excepting certain properties expressly excepted by the provisions thereof; and
WHEREAS, subsequent to the execution of the Original Indenture the
Corporation has acquired properties hereinafter mentioned or referred to, all of
which properties, upon the acquisition thereof by the Corporation, became and
now are subject to the lien, operation and effect of the Original Indenture by
virtue of the after-acquired property clause of other clauses thereof; but the
Corporation, nevertheless, desires to execute, acknowledge, deliver and cause to
be recorded this Supplemental Indenture for the purposes, among others, of
expressly and specifically subjecting such after-acquired properties to the lien
of the Original Indenture as supplemented and of further assuring and confirming
the lien of the Original Indenture as supplemented on all of the properties of
every kind and character, whether real or personal and regardless of the date of
the acquisition thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Sections 2.02 and 16.01 of the Original
Indenture the Corporation and the Trustee are authorized to execute and deliver
an indenture supplemental to the Original Indenture (i) to set forth the
particulars, permitted by Section 2.01 of the Original Indenture, as to which
the bonds of Series O are to vary from the bonds of the other series of said
First Mortgage Bonds, and (ii) for any purpose not inconsistent with the terms
of the Indenture; and
4
WHEREAS, the Corporation desires to amend the Original Indenture, as
heretofore amended, supplemented and now in effect, as hereinafter set forth in
Article III, pursuant to the provisions of subdivision (e) of Section 16.01 of
the Indenture; and
WHEREAS, for and in consideration of the premises the Corporation desires
to execute this Supplemental Indenture; and
WHEREAS, the making, executing, delivering, and recording of this
Supplemental Indenture have been duly authorized by proper Corporate action of
the Corporation; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been authorized by the Public Utilities Commission of the State of California;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar ($1), lawful money of the United States of America, duly paid by the
Trustee to the Corporation, and of other good and valuable considerations,
receipt of which is hereby acknowledged, and in order (a) to set for the or
specify (i) the form of the fully registered bonds of Series O and the form of
the certificate to be endorsed on all bonds of said series, and (ii) the terms
and provisions of the bonds of Series O, including the particulars thereof which
vary from the bonds of the other series of said First Mortgage Bonds, and (b)
further to secure the payment of both the principal of and interest on the bonds
of the Corporation now or at any time hereafter outstanding under the Original
Indenture and/or any indenture supplemental thereto, including specifically, but
without limitation, all of said First Mortgage Bonds now outstanding and said
$60,000,000 aggregate principal amount of bonds of Series O, according to their
tenor and effect, and further to secure the observance and performance of all of
the covenants, agreements and conditions contained in the Original Indenture or
in any indenture supplemental thereto, and without in any way limiting the
generality or effect of the indenture insofar as by any provision thereof any of
the property therein or hereafter described or referred to is now subject or
intended to be subject to the lien and operation thereof, but to such extent
confirming such lien and operation, the Corporation has executed and delivered
this Supplemental Indenture and has granted, bargained, sold, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
does
5
hereby grant, bargain; sell, release, convey, mortgage, assign, transfer,
pledge, set over and confirm unto Wells Fargo Bank, National Association, the
Trustee, and to its successor or successors in, the trust created by the
Original Indenture and/or any Indenture supplemental thereto, and to its and
their assigns, forever, with power of sale, subject, to the extent applicable by
the terms of the indenture to any of the properties hereinafter referred to or
described, to the exceptions (other than exception (f) set forth on page 67 of
the Original Indenture and reading as follows: "(f) Any gas and/or oil acreage,
gas and/or oil wells, gas and /or oil reserves, or gas and/or oil leaseholds
hereafter acquired by the Corporation, or any property or equipment now or
hereafter owned by the Corporation and used for the development of gas and/or
oil acreage or for the drilling for or production of gas and/or oil from such
acreage"; which exception (f) is expressly made inapplicable to certain parcels
of property specified in the granting clauses of said Supplemental Indentures
dated respectively as of June 1, 1956, July 1, 1957, October 1, 1959, July 1,
1963, September 1, 1964, December 1, 1966, October 1, 1970, September 1, 1972,
October 1, 1974, May 1, 1976, October 1, 1977, November 1, 1979 and February 1,
1981), reservations, conditions, terms and provisions provided in the Indenture
with respect to properties subject or intended to be subject thereto, all of the
properties and assets of the corporation, real, personal and mixed, of every
kind and character, whether now or hereafter owned by the Corporation and
wheresover situated, including, without in any way limiting or modifying the
generality or effect of the foregoing, all and singular, the following
properties:
FIRST, All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating, transmission,
feeding, storing, and distribution systems, and utilities of the Corporation
situate in the counties of Fresno, Imperial, Kern, Kings, Los Angeles, Orange,
Riverside, San Bernadino, San Diego, San Luis Obispo, Santa Barbara, Tulare and
Ventura, and elsewhere, in the State of California, with all and singular the
franchises, ordinances, grants, easements, licenses, powers, immunities,
permits, privileges, appurtenances, tenements and other rights and property
thereunto appertaining or belonging, as the same now exist and as the same and
any and all parts thereof may hereafter exist or be improved, added to,
6
enlarged, extended or acquired in said counties or elsewhere in said state or
any other state or states.
SECOND, All other property, real, personal and mixed, of every kind, nature
and description (including, without in any way limiting the effect of the
generality hereof, all facilities; all stocks. bonds and other securities from
time to time conveyed, assigned, transferred, mortgaged or pledged on behalf of
the Corporation, or with its consent, to the Trustee in the manner and for the
purposes as provided in the Indenture; all gas manufacturing plants, boilers,
engines, compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings, structures,
plants, works and other improvements; all gas transmission and distributing
lines and systems; all meters and regulators and all other apparatus, machinery,
appliances, tools, furniture, fixtures, supplies, facilities and utilities and
other personal property; or any right or interest in any thereof; all business
and goodwill, rights, consents, franchises, ordinances, licenses, agreements,
contracts, permits, easements, rights of way, leases and leasehold interests:
powers, grants, privileges and immunities to construct, operate and maintain
lines and other facilities or properties for conveying gas or other commodities
or utilities for any purpose or purposes through, under and over public streets
or highways, or public or private places or property; all reversions,
remainders, tolls, incomes, revenues, earnings, rents, issues and profits of any
property, real, personal and mixed; and all other leases and types of property
described or referred to in the Original Indenture, or any indenture
supplemental thereto), now or hereafter owned, held, possessed, acquired or
enjoyed by or in any manner conferred upon or appertaining to the Corporation,
including the interest of the Corporation in all leases now or hereafter owned
by it, together with all and singular the tenements, hereditaments, and
appurtenances belonging or in any way appertaining to each and every part of any
and all property subject or intended to be subject to the lien and operation of
the Original Indenture as supplemented, and the reversion and reversions,
remainder and remainders, tolls, incomes, revenues, earnings, rents, issues and
profits thereof.
SAVING AND EXCEPTING, however, from the property hereby mortgaged, conveyed
in trust and/or pledged, all property, whether now owned by the corporation or
hereafter acquired by it, expressly
7
saved and excepted form the lien of the Indenture and therein referred to as the
"excepted property" (except as other wise expressly provided with respect to
exception (f) of said "excepted property"), unless and until, upon the
occurrence of an event of default under the Indenture, the Trustee, or any
receiver appointed thereunder, shall take possession of any or all of such
excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of Corporation, now
or hereafter outstanding under the Indenture as from time to time in effect, and
for the enforcement and payment of said bonds and interest thereon when payable,
and the performance of and compliance with the covenants and conditions of the
Indenture as from time to time in effect, without any preference, distinction or
priority as to lien or otherwise of any of said bonds over any others thereof by
reason of the difference in the time of the actual issue, sale or negotiation
thereof, or for any other reason whatsoever, except as otherwise expressly
provided in the Indenture as from time to time in effect, so that each and every
such bond shall have the same lien and so that the principal and interest of
every such bond shall, subject to the terms thereof, be equally and
proportionately secured by said lien, as if such bond had been made, executed,
delivered, sold and negotiated simultaneously with the execution and delivery of
the Original Indenture.
IT IS HEREBY COVENANTED, DECLARED, AND AGREED by and between the parties
hereto that all such bonds are issued, authenticated and delivered, or are to be
issued, authenticated and delivered, and that all property subject, or to become
subject, to the Original Indenture, including any indenture supplemental
thereto, is to be held, subject to the covenants. conditions, uses and trusts
therein set forth.
It is hereby further stipulated and provided:
8
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF BONDS
OF SERIES O, DUE 2001
SECTION 1.01. The bonds of Series O may be issued at any time or from time
to time and subject to the terms and provisions of the Indenture. Unless and
until the taking of further appropriate action by the Board of Directors of the
Corporation the bonds of said Series shall be without limitation as to aggregate
authorized principle amount.
SECTION 1.02. The bonds of Series O 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 bonds of said Series,
shall be substantially in the following form:
(FORM OR REGISTERED BOND WITHOUT COUPONS, SERIES O, DUE 2001)
SOUTHERN CALIFORNIA GAS COMPANY
(Incorporated under the laws of the State of California)
First Mortgage Bond, Series O, Due 2001
(17 3/8%)
No.............. $.............
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing under
the laws of the State of California (hereinafter called the "Corporation", which
term shall include any successor corporation, as defined in the Indenture
hereinafter referred to), for value received, hereby promise to pay to
..........................., or registered assigns, the sum of
................DOLLARS in lawful money of the United States of America, on the
fifteenth day of September, 2001, and to pay interest thereon to the registered
owner hereof from the date of this bond, at the rate of 17 3/8% per annum in
like lawful money, payable semi-annually, on the fifteenth days of March and
September in each year, commencing March 15, 1982, until the Corporation's
obligation with respect to the payment of such principal shall be discharged as
provided in the Indenture hereinafter mentioned.
9
Both the principal of and interest on this bond will be paid at the principal
office of Wells Fargo Bank, National Association, or its successor trustee under
said Indenture, in the City and County of San Francisco, State of California or
at the main office of the Trustee in the City of Los Angeles, or, at the option
of the registered owner hereof, principal will be paid at the office or agency
of the Corporation in the City of New York, State of New York.
The provisions of this bond are continued on the reverse hereof and such
continued provision shall for all purposes have the same effect as though fully
set forth at this place.
IN WITNESSES WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this bond
to be signed in its corporate name by its authorized officer and its corporate
seal to be hereto affixed and attested by its secretary or an Assistant
Secretary.
Dated as of ............ , 19........
Southern California Gas Company
By______________________________
Controller
(CORPORATE SEAL)
ATTEST:
___________________________
Secretary
(REVERSE SIDE--FORM OF REGISTERED BOND WITHOUT
COUPONS, SERIES O, DUE 2001)
This bond is one of a duly authorized issue of bonds of the Corporation
(herein called the "bonds"), of the series hereinafter
10
specified, all issued and to be issued under and all equally and ratably secured
by a mortgage and a deed of trust dated October 1, 1940, executed by the
Corporation to Wells Fargo Bank, National Association (formerly American Trust
Company), as Trustee, to which mortgage and deed of trust and all indentures
supplemental thereto, including Supplemental Indentures dated, respectively, as
of July 1, 1947, August 1, 1955, June 1, 1956, December 1, 1956, June 1, 1965,
August 1, 1972 and May 1, 1976 (herein collectively referred to as the
"Indenture"), reference is hereby made for a description of the property
conveyed in trust, mortgaged and pledged, the nature and extent of the security,
the rights of the registered owners of the bonds and of the Trustee or trustees
in respect thereof, the terms and conditions upon which the bonds are, and are
to be, secured and the circumstances under which additional bonds may be issued.
The bonds may be issued for various principal sums, and may be issued in series,
which may mature at different times, may bear interest at different rates and
may otherwise vary as in the Indenture provided. This bond is one of a series
designated as the "First Mortgage Bonds, Series O, due 2001" (herein called
"bonds of Series O") of the Corporation, issued under and secured by the
Indenture.
As provided in the Indenture, by any indenture or indentures supplemental
thereto executed by the Corporation and the Trustee and consented to by the
holders of not less than two-thirds (2/3) in principal amount of the bonds at
the time outstanding, and, in case one or more, but less than all, of the series
of bonds then outstanding are affected by such supplemental indenture, consented
to by the holders of at least two-thirds (2/3) in principal amount of the bonds
of each series so affected, the Indenture or any indenture supplemental thereto,
and the rights and obligations of the Corporation and the holders of bonds, may
be modified or altered from time to time, as provided in the Indenture;
provided, however, (a) that the right of any holder of any bond to receive
payment of the principal of and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the consent of
such holder, and (b) that no such modification or alteration shall reduce the
proportions of
11
bondholders' consents required as aforesaid, such proportions to be determined
in each case as provided in the Indenture.
The bonds of Series O are entitled to the benefits of the Sinking Fund and
the Renewal Fund as provided in the Indenture.
The bonds of Series O are subject to redemption (a) at any time prior to
maturity at the option of the Corporation either as a whole or in part, or
through operation of the Renewal fund provided in the Indenture, or (b) by
operation of the Sinking Fund provided in the Indenture, upon payment of the
applicable redemption prices referred to hereunder. Notwithstanding the
foregoing, none of the bonds of Series O may be redeemed prior to September 15,
1986 directly or indirectly from the proceeds of or in anticipation of any
refunding operation involving the incurring of debt which has an interest cost
to the Corporation of less than 17.557% per annum.
The redemption prices of the bonds of Series O if redeemed at the option of
the Corporation or through operation of the Renewal Fund during the respective
twelve-month periods beginning September 15 in each of the years mentioned
below, are set forth in the following table in each case stated as a percentage
of principal amount plus in each case accrued interest to the date fixed for
redemption.
Redemption Redemption Redemption
Year Price Year Price Year Price
---- ----- ---- ----- ---- -----
1981 117.25% 1988 109.71% 1995 102.16%
1982 116.18 1989 108.63 1996 101.08
1983 115.10 1990 107.55 1997 100.00
1984 114.02 1991 106.47 1998 100.00
1985 112.94 1992 105.40 1999 100.00
1986 111.86 1993 104.32 2000 100.00
1987 110.79 1994 105.24
The redemption price of the bonds of Series O, if redeemed through
operation of the Sinking Fund, is 100% of principal amount plus accrued interest
to the date fixed for redemption.
Notice of redemption shall be given by publication once in each of three
separate calendar weeks in one daily newspaper printed in the English language
of general circulation in the Borough of Manhattan, City and State of New York,
and in one similarly printed daily newspaper of general circulation in the City
and County of San
12
Francisco, California (the first of such publications to be not less than thirty
and not more than sixty days before the redemption date), or, notice of any such
redemption may be mailed to the registered owners of the bonds to be redeemed
not less than thirty nor more than sixty days before the redemption date, in
lieu of such notice being given by publication, all subject to the conditions
and as more fully set forth in the Indenture, including (1) the condition that
failure to give notice of any such redemption by mail, if required, or any
defect therein or in the mailing thereof shall not affect the validity of the
proceedings for the redemption of any bonds so to be redeemed if notice by
publication, if required, is duly given and (2) the condition that, if any
notice of redemption of bonds shall state that it is subject to receipt by or
for the account of the Trustee on or before the date fixed for redemption of
moneys applicable to and sufficient for such redemption, such bonds shall not
become due and payable by virtue of such notice unless such moneys shall be held
by or for the account of the Trustee on or before the date fixed for redemption.
If this bond or any portion hereof is called for redemption and payment duly
provided as specified in the Indenture, interest shall cease to accrue on this
bond or such portion hereof from and after the date fixed for such redemption.
In case an event of default, as defined in the indenture, shall occur, the
principal of all bonds then outstanding under the Indenture may be declared or
become due and payable upon the conditions and in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner hereof at the office or
agency of the Corporation in said City and County of San Francisco, in said City
of Los Angeles, in the Borough of Manhattan, City of New York and in such other
place or places as the Corporation may designate at any time or from time to
time, and thereupon a new fully registered bond or bonds of said series, without
coupons, of authorized denomination or denominations, of a like aggregate
principal amount, will be issued to the transferee or transferees in exchange
for this bond; and at any of said offices or agencies fully registered bonds of
Series O, without coupons, are exchangeable for a like aggregate principal
amount of other such fully registered bonds of authorized denominations; all in
the manner and subject to the conditions as provided in the Indenture.
13
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, director
or officer, past, present or future, of the corporation, or of any predecessor
or successor corporation, either directly or through the Corporation, or any
such predecessor or successor corporation, whether by virtue or any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability being waived and released by every
registered owner hereof by the acceptance of this bond and as part of the
consideration for the issue hereof, and being likewise waived and released by
the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until Wells Fargo Bank, National
Association, or its successor as Trustee under the indenture, or an
authenticating agent, shall have signed the form of certificate endorsed hereon.
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
WELLS FARGO BANK or BANKERS TRUST
NATIONAL ASSOCIATION, COMPANY,
Trustee Authenticating Agent
By ................................. By ..............................
Authorized Officer Authorized Officer
The bonds of Series O 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
14
respect thereto, and may bear such other appropriate endorsements or notations
as are authorized or permitted by the Indenture.
The fully registered bonds of Series O shall be issuable in denominations
of $1,000 and any multiple of $1,000 and shall be dated as provided in paragraph
1 of Section 2.01 of the Original Indenture. The definitive bonds of Series O
shall be numbered in such manner as the Corporation shall at any time or from
time to time determine.
SECTION 1.03. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, bonds of Series O may be
exchanged without a service charge for a like aggregate principal amount of such
bonds of Series O of other authorized denomination or denominations.
SECTION 1.04. The Corporation shall maintain in the City and County of San
Francisco, and in the City of Los Angeles, State of California and also in the
Borough of Manhattan, City of New York, State of New York, and in such other
place or places as the Corporation may designate at any time or from time to
time, an office or agency where bonds of Series O 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 San Francisco shall be the
principal office of the Trustee and such office or agency in the City of Los
Angeles shall be the main office of the trustee in said City and such office or
agency in the Borough of Manhattan, City of New York shall be the principal
office of Bankers Trust Company unless and until the Corporation shall designate
another office or agency by notice in writing delivered to the Trustee.
SECTION 1.05. No transfer or exchange of any bonds of Series O 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
INTEREST, MATURITY DATE, REDEMPTION, SINKING FUND
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. The bonds of Series O shall bear interest at the rate, shall
be expressed to mature as to principal, and shall be payable as to principal and
interest at such place or places and in such money,
15
all as provided in the form of such bonds set forth in Section 1.02 hereof and
by the applicable provisions of the Indenture.
SECTION 2.02. The bonds of Series O shall be subject to redemption, either
in whole or in part, at the applicable redemption prices specified in said form
of bonds, upon notice, in the manner and otherwise upon the terms and conditions
and with the effect, as provided herein and by the applicable provisions of the
Indenture, which provisions of the Indenture are hereby modified and
supplemented, but only with respect to the bonds of Series O, as follows:
(a) If at the time of publication or mailing of, or of otherwise
giving, any notice of redemption of any of the bonds of Series O the
Corporation shall not have deposited with the Trustee and/or irrevocably
directed the Trustee to apply, from moneys held by it available to be used
for the redemption of bonds of Series O, an amount in cash sufficient to
redeem all of the bonds of Series O called for such redemption, including
accrued interest to the date fixed for redemption, such notice shall state
that it is subject to the receipt by the Trustee on or before the date
fixed for redemption of moneys applicable to and sufficient for such
redemption and that such notice shall be of no effect unless such moneys
are so received on or before such date.
(b) The Trustee, upon request of the Corporation evidenced by a
resolution of its Board of Directors, shall, for and in behalf of and in
the name of the Corporation, call for redemption bonds of Series O provided
that, if cash sufficient for such redemption is not held by the Trustee at
the time of such call, the notice shall state that it is subject to the
receipt by the Trustee on or before the date fixed for redemption of moneys
applicable to and sufficient for such redemption and that such notice shall
be of no effect unless such moneys are so received on or before such date.
(c) If bonds of Series O shall be called for redemption pursuant to a
notice containing the statement set forth in subparagraph (a) or
subparagraph (b) of this Section 2.02, the principal amount and premium, if
any, of such bonds shall not become due and payable by virtue of such call
or notice unless on or before the date fixed for redemption the Corporation
shall have
16
irrevocably deposited with the Trustee for the purpose for redeeming all of
the bonds of Series O called for redemption, including funds for the
payment of accrued interest to the date fixed for redemption, and/or
irrevocably directed the Trustee to apply, from moneys held by it available
to be used for the redemption of bonds of Series O an amount in cash
sufficient to redeem all of the bonds of Series O called for redemption,
including funds for the payment of accrued interest to the date fixed for
redemption.
Notwithstanding the foregoing, none of the bonds of Series O may be
redeemed prior to September 15, 1986 directly or indirectly from the proceeds of
or in anticipation of any refunding operation involving the incurring debt which
has an interest cost to the Corporation of less than 17.557% per annum.
SECTION 2.03. The bonds of Series O shall be entitled to the benefits of
the Renewal Fund as provided in the Indenture and shall also be entitled to
benefit, as hereinafter provided, under the Sinking Fund referred to in Section
8.01 of the Indenture. To provide for such benefit under said Sinking Fund, said
Section 8.01, as heretofore amended and now in effect, is hereby further amended
by adding thereto, immediately preceding the last paragraph thereof, a new
paragraph reading as follows:
"The Corporation further covenants and agrees that, on or before April
first in the year 1988 and in each year thereafter so long as any of the
bonds of Series O are outstanding, it will pay to the Trustee, as a payment
for that year to the Sinking Fund referred to in the first paragraph of
this Section 8.01, the amount of $4,000,000, together with a payment at
maturity of $4,000,000, on September 15, 2001, in respect of such series,
less, however, in each case, to the extent that the Corporation desires to
include the same, credit for the amount of all additional payments to such
Sinking Fund paid pursuant to the next succeeding sentence and not
theretofore so credited. On or within twelve months next prior to the last
date on which any payment pursuant to the next preceding sentence may be
made in each year, the Corporation may, at its option, so pay to such
Sinking Fund an additional payment for such year in an amount not to exceed
$6,000,000. To the extent such option to pay any additional payment to such
17
Sinking Fund for any year is not exercised, it shall not be carried forward
for any subsequent year".
SECTION 2.04. The bonds of Series O shall, except as in this Supplemental
Indenture otherwise expressly provided, be on the terms and provisions, and
shall present such rights and be entitled to such benefits, as are applicable
thereto by the terms of the Indenture.
ARTICLE III
AMENDMENTS TO INDENTURE.
SECTION 3.01. The Original Indenture, as heretofore amended, supplemented
and now in effect, is hereby further amended and supplemented as hereinafter set
forth.
SECTION 3.02. The definition of "Engineer's Certificate" in Section 1.02 is
amended to read in its entirety as follows:
"Engineer's Certificate:
The term 'engineer's certificate' shall mean a certificate signed and
verified by the Chairman of the Board or the President or a Vice-President or
the Controller of the Corporation and by an engineer appointed by the
Corporation and approved by the Trustee."
The definition of "Officer's Certificate" in Section 1.02 is amended to
read in its entirely as follows:
"Officer's Certificate:
The term 'officers' certificate' shall mean a certificate signed and
verified by the Chairman of the Board or the President or a Vice-President or
the Controller and by the Treasurer or an Assistant Treasurer of the Corporation
and in the case of conditions precedent compliance with which is subject to
verification by accountants under the provisions of Trust Indenture Act of 1939,
one of such persons signing and verifying such certificate shall be an
accountant."
SECTION 3.03. The first sentence of Section 2.06 is amended to read in its
entirety as follows:
"Section 2.06. All of the bonds to be issued hereunder shall, from time
to time, be executed on behalf of the Corporation by its
18
Chairman of the Board or its President or one of its Vice-Presidents or its
Controller, and its corporate seal or a facsimile thereof shall be
thereunto affixed and attested by its Secretary or one of its Assistant
Secretaries."
SECTION 3.04. The first sentence of Section 14.12 is amended to read in its
entirety as follows:
"Section 14.12. Whenever in the administration of the trusts of this
Indenture, prior to a default hereunder, the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to
taking or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may be
deemed to be conclusively proved and established by a certificate signed by
the Chairman of the Board or the President or a Vice-President or the
Controller and the Treasurer or an Assistant Treasurer of the Corporation
and delivered to the Trustee, and such certificate shall be full warrant to
the Trustee for any action taken or suffered by it under the provisions of
this Indenture upon the faith thereof."
SECTION 3.05. The second paragraph of Section 14.17 is amended to read in
its entirety as follows:
"In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 14.01, then the Trustee shall
resign immediately in the manner and with the effect specified in Section
14.16; and, in the event that the Trustee does not resign immediately in
such case, then it may be removed forthwith by an instrument or concurrent
instruments in writing filed with the Trustee and either (a) signed by the
Chairman of the Board or the President or a Vice-President or the
Controller of the Corporation with its corporate seal attested by a
Secretary or an Assistant Secretary of the Corporation or (b) signed and
acknowledged by the holders of fifty per centum in principal amount of the
bonds then outstanding or by their attorneys in fact duly authorized."
SECTION 3.06. The first sentence of Section 14.18 is amended to read in its
entirety as follows:
"Section 14.18. In case at any time the Trustee shall resign or shall
be removed (unless the Trustee shall be removed as
19
provided in subsection (c) of Section 14.14 in which event the vacancy
shall be filled as provided in said subsection) or shall become incapable
of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver
of the Trustee or of its property shall be appointed, or if any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, a
vacancy shall be deemed to exist in the office of Trustee, and a successor
or successors may be appointed by the holders of a majority in principal
amount of the bonds then outstanding hereunder (determined as provided in
Section 9.22), by an instrument or concurrent instruments in writing signed
and acknowledged by such bondholders or by their attorneys in fact duly
authorized, and delivered to such new Trustee, notification thereof being
given to the Corporation and the retiring trustee; provided, nevertheless,
that until a new trustee shall be appointed by the bondholders as
aforesaid, the Corporation, by instrument executed by order of its board of
directors or executive committee and duly acknowledged by its Chairman of
the Board or the President or a Vice-President or the Controller, may
appoint a trustee to fill such vacancy until a new trustee shall be
appointed by the bondholders as herein authorized."
SECTION 3.07. The first sentence of Section 17.10 is amended to read in its
entirety follows:
"Section 17.10. Any written demand, request, notice, certificate,
appointment, approval, waiver, designation, direction, nomination or other
similar act to be given, made or executed by the Corporation under any of
the provisions hereof, shall, unless otherwise expressly provided herein,
be deemed sufficiently given, made or executed if given, made or executed
by a writing signed by the Chairman of the Board or the President or a
Vice-President or the Controller of the Corporation under the corporate
seal of the Corporation, duly attested by its Secretary or one of its
Assistant Secretaries."
20
ARTICLE IV
SUNDRY PROVISIONS.
Section 4.01. The recitals of the fact contained herein shall be taken
as the statements of the Corporation, and the Trustee assumes no
responsibility for the correctness of the same. The Corporation hereby
covenants and agrees that it will cause this Supplemental Indenture to be
kept recorded and/or filed as may be required by law, in such manner and in
such places as may be necessary fully to preserve and protect the security
of the bondholders and all of the rights of the Trustee hereunder, and that
it will with all reasonable dispatch deposit with the Trustee counterparts
of this Supplemental Indenture bearing official notation or endorsements
showing such recordation and/or filing, or in case such counterparts are
not returned to the Corporation, furnish to the Trustee the best official
evidence of such recordation and/or filing reasonably obtainable by the
Corporation, or evidence of the taking of such other action, if any, but
the Trustee, subject to the provisions of Sections 14.02 and 14.03 of said
Original Indenture, shall in no wise be liable for any failure or omission
in this regard.
SECTION 4.02. The date of this Supplemental Indenture and the date of
the bonds of Series O are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the bonds of said
series, and are not intended to indicate that this Supplemental Indenture
was executed and delivered or that said bonds were executed, delivered or
issued on said date; it being hereby provided that this Supplemental
Indenture may be executed and delivered, and that said bonds may be
executed, delivered or issued, either on said date or before or after said
date, and that this Supplemental Indenture is in fact executed and
delivered by each party hereto on the date of its certificate of
acknowledgment hereto attached.
SECTION 4.03. This Supplemental Indenture shall be deemed to be part of
the Original Indenture, and the Corporation agrees to conform to and comply
with all and singular the terms, provisions, conditions and covenants set
forth therein and herein. This Supplemental Indenture shall be construed in
connection with and as a part of the Original Indenture, as heretofore
amended and supplemented.
21
SECTION 4.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to the
same terms and conditions as are expressed in Article XIV of the Original
Indenture.
SECTION 4.05. In order to facilitate the recording of the Supplemental
Indenture, the same may be executed in several counterparts, each of which
so executed shall be deemed to be an original, and such counterparts shall
collectively constitute one and the same instrument.
22
IN WITNESS WHEREOF, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by its President
or one of its Vice-Presidents, and its Secretary or one of its Assistant
Secretaries, and its corporate seal to be hereunto duly affixed, and Wells
Fargo Bank, National Association, in token of its acceptance of the trust
hereby established, has caused this Supplemental Indenture to be signed in
its corporate name by one of its Authorized Officers and its Secretary or
one of its Assistant Secretaries, and its corporate seal to be hereunto
duly affixed, all as of September 23, 1981.
SOUTHERN CALIFORNIA GAS COMPANY
Attest:
H. E. GOODENOW By JONEL C. HILL
Secretary Senior Vice-President
(SEAL)
WELLS FARGO BANK,
NATIONAL ASSOCIATION
Attest:
ROBERT T. DREILING By CRAIG S. ELLIS
Assistant Secretary Authorized Officer
(SEAL)
23
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On this 23rd day of September, 1981, before me, FLORENCE B. FROST, a
Notary Public of the State of California, duly commissioned and sworn,
personally appeared JONEL C. HILL, known to me to be a Senior Vice-President,
and H. E. GOODENOW, known to me to be the Secretary, of SOUTHERN CALIFORNIA GAS
COMPANY, one of the corporations named in and which executed the foregoing
instrument, known to me to be the persons who executed the within instrument on
behalf of said Corporation, and acknowledged to me that said Corporation
executed the same, and acknowledged to me that said Corporation executed the
within instrument pursuant to its by-laws or a resolution of its board of
directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
FLORENCE B. FROST
-----------------------------------
FLORENCE B. FROST
Notary Public of the State of
California.
(SEAL)
My Commission Expires August 14, 1983.
24
STATE OF CALIFORNIA )
ss.
COUNTY OF LOS ANGELES )
On this 23rd day of September, 1981, before me, FLORENCE B. FROST, a
Notary Public of the State of California, duly commissioned and sworn,
personally appeared CRAIG S. ELLIS, known to me to be an Authorized Officer, and
ROBERT T. DREILING, known to me to be an Assistant Secretary, of WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, one of the
corporations named in and which executed the foregoing instrument, known to me
to be the persons who executed the within instrument on behalf of said
Corporation, and acknowledged to me that said Corporation executed the same, and
acknowledged to me that said Corporation executed the within instrument pursuant
to its by-laws or a resolution of its board of directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
FLORENCE B. FROST
-----------------------------------
FLORENCE B. FROST
Notary Public of the State of
California.
(SEAL)
My Commission Expires August 14, 1983.
RECORDATION DATA
The foregoing Supplemental Indenture from Southern California Gas
Company to Wells Fargo Bank, National Association (formerly American Trust
Company) Trustee, dated as of September 1, 1981, was recorded in the following
counties of California (and indexed in each of said counties as a Deed,
Mortgage, Trust Deed, Assignment and Power of Attorney) on the respective dates
and at the respective places indicated in the following schedules:
COUNTY REFERENCE DATE
------ --------- ----
Fresno Book 7792, Pages 95-121 Official Records September 25, 1981
Imperial Book 1475, Pages 390-416 Official Records September 25, 1981
Kern Book 5406, Pages 1280-1306 Official Records September 24, 1981
Kings Book 1212, Pages 265-291 Official Records September 25, 1981
Los Angeles Document 81-957152 Official Records September 25, 1981
Orange Book 14233, Pages 750-776 Official Records September 25, 1981
Riverside Document 180822 Official Records September 25, 1981
San Bernardino Document 81-213198 Official Records September 25, 1981
San Diego Book 1981, Pages 1532-1558 Official Records September 25, 1981
San Luis Obispo Vol. 2358, Pages 314-340 Official Records September 25, 1981
Santa Barbara Document 81-39609 Official Records September 25, 1981
Tulare Vol. 3902, Pages 384-410 Official Records September 24, 1981
Ventura Document 091131 Official Records September 25, 1981
EX-4.25
6
dex425.txt
SUPPLEMENTAL INDENTURE
EXHIBIT 4.25
================================================================================
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
Southern California Gas Company
TO
Wells Fargo Bank, National Association
(formerly American Trust Company)
TRUSTEE
---------------
SUPPLEMENTAL INDENTURE
To Original Indenture dated October 1, 1940
---------------
DATED AS OF APRIL 1, 1982
================================================================================
TABLE OF CONTENTS
Page
PARTIES ................................................................... 1
RECITALS:
Execution of Original Indenture and Supplements thereto ................ 1
Recording of Original Indenture and Supplements thereto ................ 1
Bonds heretofore issued ................................................ 2
Creation of Series P. due 1992 ......................................... 2
Lien on After Acquired Property ........................................ 3
Purpose of Supplemental Indenture ...................................... 3
Fulfillment of conditions precedent .................................... 4
Consideration and Authorization ........................................ 4
GRANTING CLAUSES:
Real Property in California counties specified in Schedule A ........... 5
Plant, system and utilities in specified counties and elsewhere ........ 5
Other properties now or hereafter owned ................................ 6
Excepted properties .................................................... 7
HABENDUM AND DECLARATION OF TRUST ......................................... 7
ARTICLE I.
AMOUNT, FORM, NUMBERING DENOMINATION, TRANSFER AND
EXCHANGE OF BONDS OF SERIES P, DUE 1992.
SECTION 1.01. Authorized amount of bonds of Series P, due 1992 ........... 8
SECTION 1.02. Bonds of Series P, due 1992; issuable as fully registered
bonds; form of registered bonds and certificate .......... 8
SECTION 1.03. Exchangeability of bonds ................................... 13
SECTION 1.04. Offices or agencies for payment, registration, transfer and
exchange of bonds of Series P, due 1992 .................. 14
SECTION 1.05. Certain conditions as to transfer, etc. of bonds of
Series P, due 1992 ....................................... 14
ii
Page
ARTICLE II.
INTEREST, MATURITY DATE, REDEMPTION
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. Interest rate, maturity date and places, and medium of
payment .................................................. 14
SECTION 2.02. Redemption of bonds of Series P, due 1992 .................. 14
SECTION 2.03. Renewal fund for bonds of Series P, due 1992 ............... 16
SECTION 2.04. Other provisions of bonds of Series P, due 1992 ............ 16
ARTICLE III.
SUNDRY PROVISIONS.
SECTION 3.01. Trustee not responsible for recitals; recordation of
Supplemental Indenture as required by law ................ 16
SECTION 3.02. Date of Supplemental Indenture and bonds of Series P, due
1992, are dates of identification ........................ 16
SECTION 3.03. Supplemental Indenture deemed to be part of Original
Indenture ................................................ 17
SECTION 3.04. Trustee accepts trusts on same terms expressed in Original
Indenture ................................................ 17
SECTION 3.05. Execution of Supplemental Indenture in counterpart ......... 16
TESTIMONIUM ............................................................... 18
SIGNATURES AND SEALS ...................................................... 18
ACKNOWLEDGMENTS ........................................................... 19
Schedule A ................................................................ 21
1
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
THIS SUPPLEMENTAL INDENTURE, dated as of April 1, 1982, made and entered
into in the City of Los Angeles, State of California by and between SOUTHERN
CALIFORNIA GAS COMPANY, a corporation duly organized and existing under the laws
of the State of California, and having its principal place of business in the
City of Los Angeles, State of California (hereinafter sometimes called the
"Corporation"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly AMERICAN
TRUST COMPANY), a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, and having its
principal place of business in the City and County of San Francisco, California
(hereinafter sometimes called the "Trustee").
WITNESSETH:
WHEREAS, the Corporation has executed and delivered to the Trustee a
certain Indenture (hereinafter sometimes called the "Original Indenture") dated
October 1, 1940, to secure bonds of the Corporation designated generally as its
"First Mortgage Bonds" to be issued from time to time in one or more series, any
of which series may vary from any other as to certain particulars specified in
Section 2.01 of the Original Indenture, and the Corporation has executed and
delivered to the Trustee Supplemental Indentures dated, respectively, as of July
1, 1947, May 1, 1948, June 1, 1950, April 1, 1952, August 1, 1955, June 1, 1956,
December 1, 1956, July 1, 1957, October 1, 1959, July 1, 1963, September 1,
1964, June 1, 1965, December 1, 1966, October 1, 1970, August 1, 1972, September
1, 1972, October 1, 1974, May 1, 1976, October 1, 1977, November 1, 1979,
February 1, 1981, and September 15, 1981 supplementing and amending the Original
Indenture (the Original Indenture together with this Supplemental Indenture and
all other supplemental indentures being herein collectively sometimes referred
to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures dated,
respectively, as of July 1, 1947, May 1, 1948, June 1, 1950, April 1, 1952 and
August 1, 1955, are recorded in the office of the County Recorder of each of the
Counties listed below in the Official Records thereof, as stated in said
Supplemental Indenture
2
dated as of June 1, 1956; said Supplemental Indentures dated, respectively, as
of June 1, 1956 and December 1, 1956, are so recorded as stated in said
Supplemental Indenture dated as of July 1, 1957; said Supplemental Indenture
dated as of July 1, 1957 and each subsequently dated said Supplemental Indenture
(other than said Supplemental Indenture dated September 15, 1981) is so recorded
as stated in said Supplemental Indenture dated as of the next succeeding date;
and said Supplemental Indenture dated as of September 15, 1981 is recorded in
the offices of the County Recorders in the Counties of the State of California,
as follows:
County Reference Date
------ --------- ----
Fresno Official Records, Book 7792, Pages 95-121 September 25, 1981
Imperial Official Records, Book 1475, pages 390-416 September 25, 1981
Kern Official Records, Book 5406, Pages 1230-1306 September 24, 1981
Kings Official Records, Book 1212, Pages 265-291 September 25, 1981
Los Angeles Official Records, Document 81-957152 September 25, 1981
Orange Official Records, Book 14231, Pages 750-776 September 25, 1981
Riverside Official Records, Document 180822 September 25, 1981
San Bernardino Official Records, Document 81-213198 September 25, 1981
San Diego Official Records, Book 1981, Pages 1532-1558 September 25, 1981
San Luis Obispo Official Records, Vol. 2358, Pages 314-340 September 25, 1981
Santa Barbara Official Records, Document 81-39609 September 24, 1981
Tulare Official Records, Vol. 1902, Pages 384-410 September 25, 1981
Ventura Official Records, Document 091131 September 25, 1981
WHEREAS, bonds of the Corporation of eleven (11) series designated,
respectively, as its "First Mortgage Bonds, Series A, due 1982", "First Mortgage
Bonds, Series E, due 1988", "First Mortgage Bonds, Series F, due 1989", "First
Mortgage Bonds, Series G, due 1991", "First Mortgage Bonds, Series H, due 1995",
"First Mortgage Bonds, Series I, due 1997", "First Mortgage Bonds, Series K, due
1996", "First Mortgage Bonds, Series L, due 1997", "First Mortgage Bonds, Series
M, due 1999", "First Mortgage Bonds, Series N, due 2001", "First Mortgage Bonds,
Series O, due 2001", are outstanding as a part of the First Mortgage Bonds
referred to in the Original Indenture, each series of bonds, unless and until
the taking of further appropriate action by the Board of Directors of the
Corporation, being without limitation as to aggregate authorized principal
amount; and
WHEREAS, pursuant to the provisions of Section 2.01 and 2.02 of the
Original Indenture, the Board of Directors of the Corporation has, by resolution
duly adopted and delivered to the Trustee, created, as a part of the First
Mortgage Bonds referred to in the Original Indenture,
3
a new series of bonds designated "First Mortgage Bonds, Series P, due 1992"
(herein sometimes called "bonds of Series P"), to be of the form, terms and
provisions provided in that resolution and herein, which new series of bonds,
unless and until the taking of further appropriate action by the Board of
Directors of the Corporation, is to be without limitation as to aggregate
authorized principal amount and of which series bonds in the aggregate principal
amount of $60,000,000 are to be presently issued; and
WHEREAS, it is provided in the Original Indenture that all the business,
franchises and properties, real, personal and mixed, of every kind and nature
whatsoever and wheresoever situate, which might thereafter be acquired by the
Corporation, shall be as fully embraced within the lien thereof as if said
properties were owned by the Corporation at the date of the Original Indenture
and were particularly described therein and specifically conveyed thereby,
excepting certain properties expressly excepted by the provisions thereof; and
WHEREAS, subsequent to the execution of the Original Indenture the
Corporation has acquired properties hereinafter mentioned or referred to, all of
which properties upon the acquisition thereof by the Corporation, became and now
are subject to the lien, operation and effect of the Original Indenture by
virtue of the after-acquired property clause or other clauses thereof; but the
Corporation, nevertheless, desires to execute, acknowledge, deliver and cause to
be recorded this Supplemental Indenture for the purposes, among others, of
expressly and specifically subjecting such after-acquired properties to the lien
of the Original Indenture as supplemented and of further assuring and confirming
the lien of the Original Indenture as supplemented on all of the properties of
every kind and character, whether real or personal and regardless of the date of
acquisition thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Section 2.02 and 16.01 of the Original
Indenture the Corporation and the Trustee are authorized to execute and deliver
an indenture supplemental to the Original Indenture (i) to set forth the
particulars permitted by Section 2.01 of the Original Indenture, as to which the
bonds of Series P are to vary from the bonds of the other series of said First
Mortgage Bonds, and (ii) for any purpose not inconsistent with the terms of the
Indenture; and
4
WHEREAS, for and in consideration of the premises the Corporation desires
to execute this Supplemental Indenture; and
WHEREAS, the making, executing, delivering and recording of this
Supplemental Indenture have been duly authorized by proper corporate action of
the Corporation; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been authorized by the Public Utilities Commission of the State of California;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar ($1), lawful money of the United States of America, duly paid by the
Trustee to the Corporation, and of other good and valuable considerations,
receipt of which is hereby acknowledged, and in order (a) to set forth or
specify (i) the form of the fully registered bonds of Series P and the form of
the certificate to be endorsed on all bonds of said series, and (ii) the terms
and provisions of the bonds of Series P, including the particulars thereof which
vary from the bonds of the other series of said First Mortgage Bonds, and (b)
further to secure the payment of both the principal of and interest on the bonds
of the Corporation now or at any time hereafter outstanding under the Original
Indenture and/or any indenture supplemental thereto, including specifically, but
without limitation, all of said First Mortgage Bonds now outstanding and said
$60,000,000 aggregate principal amount of bonds of Series P, according to their
tenor and effect, and further to secure the observance and performance of all of
the covenants, agreements and conditions contained in the Original Indenture or
in any indenture supplemental thereto, and without in any way limiting the
generality or effect of the Indenture insofar as by any provision thereof of any
of the property therein or hereafter described or referred to is now subject or
intended to be subject to the lien and operation thereof, but to such extent
confirming such lien and operation, the Corporation has executed and delivered
this Supplemental Indenture and has granted, bargained, sold, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
does hereby grant, bargain, sell, release, convey, mortgage, assign, transfer,
pledge, set over and confirm unto Wells Fargo Bank, National Association, the
Trustee, and to its successor or successors in the trust created by the Original
Indenture and/or any indenture supplemental thereto,
5
and to its and their assigns, forever, with power of sale, subject, to the
extent applicable by the terms of the Indenture to any of the properties
hereinafter referred to or described, to the exceptions (other than exception
(f) set forth on page 67 of the Original Indenture and reading as follows: "(f)
Any gas and/or oil acreage, gas and/or oil wells, gas and/or oil reserves, or
gas and/or oil leaseholds hereafter acquired by the Corporation, or any property
or equipment now or hereafter owned by the Corporation and used for the
development of gas and/or oil acreage or for the drilling for or production of
gas and/or oil from such acreage"; which exception (f) is expressly made
inapplicable to certain parcels of property specified in the granting clauses of
said Supplemental Indentures dated respectively as of June 1, 1956, July 1,
1957, October 1, 1959, July 1, 1963, September 1, 1964, December 1, 1966,
October 1, 1970, September 1, 1972, October 1, 1974, May 1, 1976, October 1,
1977, November 1, 1979, February 1, 1981, and September 15, 1981), reservations,
conditions, terms and provisions provided in the Indenture with respect to
properties subject or intended to be subject thereto, all of the properties and
assets of the Corporation, real, personal and mixed, of every kind and
character, whether now or hereafter owned by the Corporation and wheresoever
situated, including, without in any way limiting or modifying the generality or
effect of the foregoing, all and singular, the following properties:
FIRST: All of the lots, pieces and parcels of land and rights or interests
in real property situate in the Counties in the State of California,
specifically described and mentioned or enumerated in Schedule A attached
hereto, to which reference is hereby made and the same is made a part hereof
with the same force and effect as if the same were here set forth at length.
SECOND: All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating, transmission,
feeding, storing and distribution systems, and utilities of the Corporation
situate in the Counties of Fresno, Imperial, Kern, Kings, Los Angeles, Orange,
Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, Tulare and
Ventura, and elsewhere, in the State of California, with all and singular the
franchises, ordinances, grants, easements, licenses, powers, immunities,
permits, privileges, appurtenances, tenements and other rights and property
thereunto
6
appertaining or belonging, as the same now exist and as the same and any and all
parts thereof may hereafter exist or be improved, added to, enlarged, extended
or acquired in said counties or elsewhere in said state or any other state or
states.
THIRD: All other property, real, personal and mixed, of every kind, nature
and description (including, without in any way limiting the effect of the
generality hereof, all facilities; all stocks, bonds and other securities from
time to time conveyed, assigned, transferred, mortgaged or pledged on behalf of
the Corporation, or with its consent, to the Trustee in the manner and for the
purposes as provided in the Indenture; all gas manufacturing plants, boilers,
engines, compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings, structures,
plants, works and other improvements; all gas transmission and distributing
lines and systems; all meters and regulators and all other apparatus, machinery,
appliances, tools, furniture, fixtures, supplies, facilities and utilities and
other personal property; or any right or interest in any thereof; all business
and goodwill, rights, consents, franchises, ordinances, licenses, agreements,
contracts, permits, easements, rights of way, leases and leasehold interests;
powers, grants, privileges and immunities to construct, operate and maintain
lines and other facilities or properties for conveying gas or other commodities
or utilities for any purpose or purposes through, under and over public streets
or highways, or public or private places or property; all reversions,
remainders, tolls, incomes, revenues, earnings, rents, issues and profits of any
property, real, personal and mixed; and all other classes and types of property
described or referred to in the Original Indenture, or any indenture
supplemental thereto), now or hereafter owned, held, possessed, acquired or
enjoyed by or in any manner conferred upon or appertaining to the Corporation,
including the interest of the Corporation in all leases now or hereafter owned
by it, together with all and singular the tenements, hereditaments, and
appurtenances belonging or in any way appertaining to each and every part of any
and all property subject or intended to be subject to the lien and operation of
the Original Indenture as supplemented, and the reversion and reversions,
remainder and remainders, tolls, incomes, revenues, earnings, rents, issues and
profits thereof.
7
SAVING AND EXCEPTING, however, from the property hereby mortgaged, conveyed
in trust and/or pledged, all property, whether now owned by the Corporation or
hereafter acquired by it, expressly saved and excepted from the lien of the
Indenture and therein referred to as the "excepted property" (except as
otherwise expressly provided with respect to exception (f) of said "excepted
property"), unless and until, upon the occurrence of an event of default under
the Indenture, the Trustee, or any receiver appointed thereunder, shall take
possession of any or all of such excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of the Corporation,
now or hereafter outstanding under the Indenture as from time to time in effect,
and for the enforcement and payment of said bonds and interest thereon when
payable, and the performance of and compliance with the covenants and conditions
of the Indenture as from time to time in effect, without any preference,
distinction or priority as to lien or otherwise of any of said bonds over any
others thereof by reason of the difference in the time of the actual issue, sale
or negotiation thereof, or for any other reason whatsoever, except as otherwise
expressly provided in the Indenture as from time to time in effect, so that each
and every such bond shall have the same lien and so that the principal and
interest of every such bond shall, subject to the terms thereof, be equally and
proportionately secured by said lien, as if such bond had been made, executed,
delivered, sold and negotiated simultaneously with the execution and delivery of
the Original Indenture.
IT IS HEREBY COVENANTED, DECLARED, AND AGREED by and between the parties
hereto that all such bonds are issued, authenticated and delivered, or are to be
issued, authenticated and delivered, and that all property subject, or to become
subject, to the Original Indenture, including any indenture supplemental
thereto, is to be held, subject to the covenants, conditions, uses and trusts
therein set forth.
It is hereby further stipulated and provided:
8
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF BONDS
OF SERIES P, DUE 1992.
SECTION 1.01. The bonds of Series P may be issued at any time or from time
to time upon and subject to the terms and provisions of the Indenture. Unless
and until the taking of further appropriate action by the Board of Directors of
the Corporation the bonds of said Series shall be without limitation as to
aggregate authorized principal amount.
SECTION 1.02. The bonds of Series P 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 bonds of said Series,
shall be substantially in the following form:
(FORM OF REGISTERED BOND WITHOUT COUPONS, SERIES P, DUE 1992)
SOUTHERN CALIFORNIA GAS COMPANY
(Incorporated under the laws of the State of California)
FIRST MORTGAGE BOND, SERIES P, DUE 1992
(15 3/4%)
No. _____________ $ ____________
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing under
the laws of the State of California (hereinafter called the "Corporation", which
term shall include any successor corporation, as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
____________, or registered assigns, the sum of _______________________ DOLLARS
in lawful money of the United States of America, on the first day of April,
1992, and to pay interest thereon to the registered owner hereof from the date
of this bond, at the rate of 15 3/4% per annum in like lawful money, payable
semi-annually, on the first days of April and October in each year, commencing
October 1, 1982, until the Corporation's obligation with respect to the payment
of such principal shall be discharged as provided in the Indenture hereinafter
mentioned. Both the principal of and interest on this bond will be paid at the
principal office of Wells Fargo Bank, National Association, or its successor
trustee under said
9
Indenture, in the City and County of San Francisco, State of California or at
the main office of the Trustee in the City of Los Angeles, or, at the option of
the registered owner hereof, principal will be paid at the office of the
registered owner hereof, principal will be paid at the office or agency of the
Corporation in the City of New York, State of New York.
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 in this place.
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this bond to
be signed in its corporate name by its authorized officer and its corporate seal
to be hereto affixed and attested by its Secretary or an Assistant Secretary.
Dated as of ____________________, 19____
SOUTHERN CALIFORNIA GAS COMPANY
By
-----------------------------------
Controller
(CORPORATE SEAL)
ATTEST:
----------------------
Secretary
(REVERSE SIDE FORM OF REGISTERED BOND WITHOUT
COUPONS, SERIES P, DUE 1992)
This bond is one of a duly authorized issue of bonds of the Corporation
(herein called the "bonds"), of the series hereinafter specified, all issued and
to be issued under and all equally and ratably secured by a mortgage and deed of
trust dated October 1, 1940,
10
executed by the Corporation to Wells Fargo Bank, National Association (formerly
American Trust Company), as Trustee, to which mortgage and deed of trust and all
indentures supplemental thereto, including Supplemental Indentures dated,
respectively, as of July 1, 1947, August 1, 1955, June 1, 1956, December 1,
1956, June 1, 1965, August 1, 1972, May 1, 1976 and September 15, 1981 (herein
collectively referred to as the "Indenture"), reference is hereby made for a
description of the property conveyed in trust, mortgaged and pledged, the nature
and extent of the security, the rights of the registered owners of the bonds and
of the Trustee or trustees in respect thereof, the terms and conditions upon
which the bonds are, and are to be, secured and the circumstances under which
additional bonds may be issued. The bonds may be issued for various principal
sums, and may be issued in series, which may mature at different times, may bear
interest at different rates and may otherwise vary as in the Indenture provided.
This bond is one of a series designated as the "First Mortgage Bonds, Series P
due 1992" (herein called "bonds of Series P") of the Corporation, issued under
and secured by the Indenture.
As provided in the Indenture, by any indenture or indentures supplemental
thereto executed by the Corporation and the Trustee and consented to by the
holders of not less than two-thirds (2/3) in principal amount of the bonds at
the time outstanding, and, in case one or more, but less than all, of the series
of bonds then outstanding are affected by such supplemental indenture, consented
to by the holders of at least two-thirds (2/3) in principal amount of bonds of
each series so affected, the Indenture or any indenture supplemental thereto,
and the rights and obligations of the Corporation and the holders of bonds, may
be modified or altered from time to time, as provided in the Indenture;
provided, however, (a) that the right of any holder of any bond to receive
payment of the principal of and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the consent of
such holder, and (b) that no such modification or alteration shall reduce the
proportions of bondholders' consents required as aforesaid; such proportions to
be determined in each case as provided in the Indenture.
11
The bonds of Series P are entitled to the benefits of the Renewal Fund as
provided in the Indenture.
The bonds of Series P are subject to redemption at any time prior to
maturity at the option of the Corporation, either as a whole or in part, or
through operation of the Renewal Fund provided in the Indenture, upon payment of
the applicable redemption prices referred to hereunder. The redemption prices of
the bonds of Series P if redeemed at the option of the Corporation or through
operation of the Renewal Fund during the respective twelve-month periods
beginning April 1 in each of the years mentioned below, are set forth in the
following table in each case stated as a percentage of principal amount plus in
each case accrued interest to the date fixed for redemption.
Year Redemption Price Year Redemption Price
---- ---------------- ---- ----------------
1982 115.00% 1987 104.29%
1983 112.86 1988 102.15
1984 110.72 1989 100.00
1985 108.58 1990 100.00
1986 106.43 1991 100.00
Notwithstanding the foregoing, none of the bonds of Series P may be
redeemed prior to April 1, 1987 directly or indirectly from the proceeds of or
in anticipation of any refunding operation involving the incurring of debt which
has an interest cost to the Corporation of less than 16.056% per annum.
Notice of redemption shall be given by publication once in each of three
separate calendar weeks in one daily newspaper printed in the English language
of general circulation in the Borough of Manhattan, City and State of New York,
and in one similarly printed daily newspaper of general circulation in the City
and County of San Francisco, California (the first of such publications to be
not less than thirty and not more than sixty days before the redemption date),
or, notice of any such redemption may be mailed to the registered owners of the
bonds to be redeemed not less than thirty nor more than sixty days before the
redemption date, in lieu of such notice being given by publication, all subject
to the conditions and as more fully set forth in the Indenture, including (1)
the condition that failure to give notice of any such redemption by mail, if
required, or any defect therein or in the mailing thereof shall not affect the
validity of the proceedings for
12
the redemption of any bonds so to be redeemed if notice by publication, if
required, is duly given and (2) the condition that, if any notice of redemption
of bonds shall state that it is subject to receipt by or for the account of the
Trustee on or before the date fixed for redemption of moneys applicable to and
sufficient for such redemption, such bonds shall not become due and payable by
virtue of such notice unless such moneys shall be held by or for the account of
the Trustee on or before the date fixed for redemption. If this bond or any
portion hereof is called for redemption and payment duly provided as specified
in the Indenture, interest shall cease to accrue on this bond or such portion
hereof from and after the date fixed for such redemption.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all bonds then outstanding under the Indenture may be declared or
become due and payable upon the conditions and in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner hereof at the office or
agency of the Corporation in said City and County of San Francisco, in said City
of Los Angeles, in the Borough of Manhattan, City of New York and in such other
place or places as the Corporation may designate at any time or from time to
time, and thereupon a new fully registered bond or bonds of said series, without
coupons, of authorized denomination or denominations, of a like aggregate
principal amount, will be issued to the transferee or transferees in exchange
for this bond; and at any said offices or agencies fully registered bonds of
Series P, without coupons, are exchangeable for a like aggregate principal
amount of other such fully registered bonds of authorized denominations; all in
the manner and subject to the conditions as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, director
or officer, past, present or future, of the Corporation, or of any predecessor
or successor corporation, either directly or through the Corporation, or any
such predecessor or successor corporation, 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 waived and released by every
registered owner hereof by
13
the acceptance of this bond and as part of the consideration for the issue
hereof, and being likewise waived and released by the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until Wells Fargo Bank, National
Association, or its successor as Trustee under the Indenture, or an
authenticating agent, shall have signed the form of certificate endorsed hereon.
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
WELLS FARGO BANK, or BANKERS TRUST
NATIONAL ASSOCIATION, COMPANY,
Trustee Authenticating Agent
By By
----------------------------- -----------------------------
Authorized Officer Authorized Officer
The bonds of Series P 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.
The fully registered bonds of Series P shall be issuable in denominations
of $1,000 and any multiple of $1,000 and shall be dated as provided in paragraph
1 of Section 2.01 of the Original Indenture . The definitive bonds of Series P
shall be numbered in such manner as the Corporation shall at any time or from
time to time determine.
SECTION 1.03. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, bonds of Series P may be
exchanged without a service charge for a like aggregate
14
principal amount of such bonds of Series P of other authorized denomination or
denominations.
SECTION 1.04. The Corporation shall maintain in the City and County of San
Francisco, and in the City of Los Angeles, State of California, and also in the
Borough of Manhattan, City of New York, State of New York, and in such other
place or places as the Corporation may designate at any time or from time to
time, an office or agency where bonds of Series P 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 San Francisco shall be the
principal office of the Trustee and such office or agency in the City of Los
Angeles shall be the main office of the Trustee in said City and such office of
agency in the Borough of Manhattan, City of New York shall be the principal
office of Banker Trust Company unless and until the Corporation shall designate
another office or agency by notice in writing delivered to the Trustee.
SECTION 1.05. No transfer or exchange of any bonds of Series P 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
INTEREST, MATURITY DATE, REDEMPTION
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. The bonds of Series P shall bear interest at the rate, shall
be expressed to mature as to principal and shall be payable as to principal and
interest at such place or places and in such money, all as provided in the form
of such bonds set forth in Section 1.02 hereof and by the applicable provisions
of the Indenture.
SECTION 2.02. The bonds of Series P shall be subject to redemption, either
in whole or in part, at the applicable redemption prices specified in said form
of bonds, upon notice, in the manner and otherwise upon the terms and conditions
and with the effect, as provided herein and by the applicable provisions of the
Indenture, which provisions of the Indenture are hereby modified and
supplemented, but only with respect to the bond of Series P, as follows:
15
(a) If at the time of publication or mailing of, or of otherwise
giving, any notice of redemption of any of the bonds of Series P the
Corporation shall not have deposited with the Trustee and/or irrevocably
directed the Trustee to apply, from moneys held by it available to be used
for the redemption of bonds of Series P, an amount in cash sufficient to
redeem all of the bonds of Series P called for such redemption, including
accrued interest to the date fixed for redemption, such notice shall state
that it is subject to the receipt by the Trustee on or before the date
fixed for redemption of moneys applicable to and sufficient for such
redemption and that such notice shall be of no effect unless such moneys
are so received on or before such date.
(b) The Trustee, upon request of the Corporation evidenced by a
resolution of its Board of Directors, shall, for and in behalf of and in
the name of the Corporation, call for redemption bonds of Series P
provided that, if cash sufficient for such redemption is not held by the
Trustee at the time of such call, the notice shall state that it is
subject to the receipt by the Trustee on or before the date fixed for
redemption of moneys applicable to and sufficient for such redemption and
that such notice shall be of no effect unless such moneys are so received
on or before such date.
(c) If bonds of Series P shall be called for redemption pursuant to
a notice containing the statement set forth in subparagraph (a) or
subparagraph (b) of this Section 2.02, the principal amount and premium,
if any, of such bonds shall not become due and payable by virtue of such
call or notice unless on or before the date fixed for redemption the
Corporation shall have irrevocably deposited with the Trustee for the
purpose for redeeming all of the bonds of Series P called for redemption,
including funds for the payment of accrued interest to the date fixed for
redemption, and/or irrevocably directed the Trustee to apply, from moneys
held by it available to be used for the redemption of bonds of Series P an
amount in cash sufficient to redeem all of the bonds of Series P called
for redemption, including funds for the payment of accrued interest to the
date fixed for redemption.
Notwithstanding the foregoing, none of the bonds of Series P may be
redeemed prior to April 1, 1987 directly or indirectly from the proceeds of or
in anticipation of any refunding operation involving the
16
incurring debt which has an interest cost to the Corporation of less than
16.056% per annum.
SECTION 2.03. The bonds of Series P shall be entitled to the benefits of
the Renewal Fund as provided in the Indenture.
SECTION 2.04. The bonds of Series P shall, except as in this Supplemental
Indenture otherwise expressly provided, be on the terms and provisions, and
shall represent such rights and be entitled to such benefits, as are applicable
thereto by the terms of the Indenture.
ARTICLE III
SUNDRY PROVISIONS
SECTION 3.01. The recitals of fact contained herein shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for the
correctness of the same. The Corporation hereby covenants and agrees that it
will cause this Supplemental Indenture to be kept recorded and/or filed as may
be required by law, in such manner and in such places as may be necessary fully
to preserve and protect the security of the bondholders and all of the rights of
the Trustee hereunder, and that it will with all reasonable dispatch deposit
with the Trustee counterparts of this Supplemental Indenture bearing official
notation or endorsements showing such recordation and/or filing, or in case such
counterparts are not returned to the Corporation, furnish to the Trustee the
best official evidence of such recordation and/or filing reasonably obtainable
by the Corporation, or evidence of the taking of such other action, if any, but
the Trustee, subject to the provisions of Section 14.02 and 14.03 of said
Original Indenture, shall in no wise be liable for any failure or omission in
this regard.
SECTION 3.02. The date of this Supplemental Indenture and the date of the
bonds of Series P are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the bonds of said series,
and are not intended to indicate that this Supplemental Indenture was executed
and delivered or that said bonds were executed, delivered or issued on said
date; it being hereby provided that this Supplemental Indenture may be executed
and delivered, and that said bonds may be executed, delivered or issued, either
on said date or before or after said date, and that this Supplemental Indenture
is in
17
fact executed and delivered by each party hereto on the date of its certificate
of acknowledgement hereto attached.
SECTION 3.03. This Supplemental Indenture shall be deemed to be part of
the Original Indenture, and the Corporation agrees to conform to and comply with
all and singular the terms, provisions, conditions and covenants set forth
therein and herein. This Supplemental Indenture shall be construed in connection
with and as a part of the Original Indenture, as heretofore amended and
supplemented.
SECTION 3.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to the same
terms and conditions as are expressed in Article XIV of the Original Indenture.
SECTION 3.05. In order to facilitate the recording of the Supplemental
Indenture, the same may be executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall
collectively constitute one and the same instrument
18
IN WITNESS WHEREOF, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by its Chairman of the
Board or President or one of its Vice Presidents or the Controller and its
Secretary or one of its Assistant Secretaries, and its corporate seal to be
hereunto duly affixed, and Wells Fargo Bank, National Association, in token of
its acceptance of the trust hereby established, has caused this Supplemental
Indenture to be signed in its corporate name by one of its Authorized Officers
and its Secretary or one of its Assistant Secretaries, and its corporate seal to
be hereunto duly affixed, all as of April 1, 1982.
SOUTHERN CALIFORNIA GAS COMPANY
Attest:
/s/ VIRGINIA A. ROBINSON By /s/ RICHARD W. DALBECK
------------------------------- -------------------------------
Secretary Controller
(SEAL)
WELLS FARGO BANK,
NATIONAL ASSOCIATION
Attest:
/s/ ROBERT T. DREILING By /s/ CRAIG S. ELLIS
------------------------------- -------------------------------
Assistant Secretary Authorized Officer
(SEAL)
19
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this 1st day of April, 1982, before me, BEVERLY D. BATES, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared RICHARD W. DALBECK, known to me to be the Controller, and VIRGINIA A.
ROBINSON, known to me to be the Secretary, of SOUTHERN CALIFORNIA GAS COMPANY,
one of the corporations named in and which executed the foregoing instrument,
known to me to be the persons who executed the within instrument on behalf of
said Corporation, and acknowledged to me that said Corporation executed the
same, and acknowledged to me that said Corporation executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ BEVERLY D. BATES
--------------------------------------
BEVERLY D. BATES
Notary Public of the State of
California
(SEAL)
My Commission Expires March 30, 1985.
20
STATE OF CALIFORNIA )
) ss.
COUNTY OF SAN FRANCISCO )
On this 1st day of April, 1982, before me, DENIS J. MCCARTHY, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared CRAIG S. ELLIS, known to me to be an Authorized Officer, and ROBERT T.
DREILING, known to me to be an Assistant Secretary, of WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, one of the corporations
named in and which executed the foregoing instrument, known to me to be the
persons who executed the within instrument on behalf of said Corporation, and
acknowledged to me that said Corporation executed the same, and acknowledged to
me that said Corporation executed the within instrument pursuant to its by-laws
or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ DENIS J. MCCARTHY
--------------------------------------
DENIS J. MCCARTHY
Notary Public of the State of
California
(SEAL)
My Commission Expires April 11, 1983.
21
SCHEDULE A
Incorporated in and made a part of the Supplemental Indenture dated as of
April 1, 1982, by and between Southern California Gas Company and Wells Fargo
Bank, National Association, Trustee.
The descriptive names or captions do not constitute a part of the property
descriptions, being used only for convenience of reference and identification.
The term "Grantor" as used hereinafter refers to the grantor of each parcel
of property hereinafter described to Southern California Gas Company.
COUNTY OF LOS ANGELES
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Los Angeles, State of California, described
as follows:
Northern Division Headquarters
The Southeast 70 feet of the Northwest 200 feet of that portion of Lot 46
of Subdivision of Rancho La Canada, in the City of Los Angeles, County of Los
Angeles, State of California, as per Map recorded in Book 4, Page 351 of
Miscellaneous Records, in the office of the County Recorder of said County,
described as follows:
Beginning at a point in the Northwesterly line of Tujunga Canyon Place
(formerly Honolulu Avenue) as described in Deed to County of Los Angeles,
recorded in Book 6242, Page 315 of Deeds, distant South 43(0) 07' 30" West
315.82 feet, measured along said Northwesterly line and the Northeasterly
prolongation thereof from the center line of Foothill Boulevard (formerly
Michigan Avenue) as shown on Map of Tract 4774, as per Map recorded in Book 113,
Pages 64 and 65 of Maps, Records of said County: thence North 48(0) 30' 30" West
along the Northeasterly line of the land described in Deed to Perley M. Finch
and wife, and Cressey R. Finch, recorded in Book 12495, Page 297, Official
Records, and recorded in Book 14295, Page 317, Official Records, 353.82 feet to
the Southerly corner of the land described in the Deed to Leon Bashein recorded
in Book 12865, Page 292, Official Records, and the true point of beginning;
thence North 43(0) 07' 30"East along the Southeasterly line thereof 232.10 feet
to the Southeasterly line of Foothill Boulevard as described in Deed recorded in
Book 11441, Page 205 of Official Records; thence South
22
53(0) 52' 30" East along said Southwesterly line, 261.64 feet to the
Northwesterly line of the 40 feet strip of land described in Parcel 64 of action
filed in Case No. 401203 of the Superior Court in and for said County; thence
South 38(0) 49' 20" West along said Northwesterly line 56.43 feet to the
beginning of a tangent curve therein concave to the Southeast, having a radius
of 1020 feet; thence Southwesterly along said curve, 202.60 feet to the
hereinbefore mentioned line, having a bearing of North 48(0) 30' 30" West;
thence along said last mentioned line 299.12 feet to the true point of
beginning.
General Offices and Garages
PARCEL 1:
Lots 11 and 12 of Block 55 of the Huber Tract, in the City of Los Angeles,
County of Los Angeles, State of California, as per Map recorded in Book 2,
Page 280 of Miscellaneous Records, in the Office of the County Recorder of
said County.
PARCEL 2:
Lots 13 and 14 in Block 55 of the Huber Tract, City of Los Angeles, County
of Los Angeles, State of California, as per Map recorded in Book 2, Page
280 of Miscellaneous Records of said County.
Excepting therefrom the North 4 feet of Lot 14, conveyed to Charles W.
Baker by Deed recorded in Book 927, Page 91 of Deeds in the Office of the
Los Angeles County Recorder.
COUNTY OF RIVERSIDE
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Riverside, State of California, described
as follows:
Desert District Base
Parcel 3 of Parcel May 18142, as per Map recorded in Book 100, Page 9 of
Parcel Maps, in the Office of the County Recorder in said County.
Except therefrom, all mineral rights below a depth of 500 feet, with no
right of surface entry.
RECORDATION DATA
The foregoing Supplemental Indenture from Southern California Gas Company
to Wells Fargo Bank, National Association (formerly American Trust Company)
Trustee, dated as of April 1, 1982, was recorded in the following counties of
California (and indexed in each of said counties as a Deed, Mortgage, Trust
Deed, Assignment and Power of Attorney) on the respective dates and at the
respective places indicated in the following schedules:
COUNTY REFERENCE DATE
------ --------- ----
Fresno Book 7885, Pages 610-634 Official Records April 2, 1982
Imperial Book 1482, Pages 1531-1555 Official Records April 2, 1982
Kern Book 5449, Pages 772-796 Official Records April 2, 1982
Kings Book 1227, Pages 883-907 Official Records April 2, 1982
Los Angeles Document 82-355255 Official Records April 5, 1982
Orange Document 82-117327 Official Records April 5, 1982
Riverside Document 56992 Official Records April 5, 1982
San Bernardino Document 82-065606 Official Records April 5, 1982
San Diego Book 1982, Pages 813-837 Official Records April 2, 1982
San Luis Obispo Vol. 2398, Pages 388-412 Official Records April 2, 1982
Santa Barbara Document 82-13400 Official Records April 2, 1982
Tulare Vol. 3952, Pages 481-505 Official Records April 2, 1982
Ventura Document 031824 Official Records April 2, 1982
EX-4.26
7
dex426.txt
SUPPLEMENTAL INDENTURE
EXHIBIT 4.26
================================================================================
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
Southern California Gas Company
TO
Wells Fargo Bank, National Association
(formerly American Trust Company)
TRUSTEE
----------------
SUPPLEMENTAL INDENTURE
To Original Indenture dated October 1, 1940
----------------
DATED AS OF AUGUST 15, 1983
================================================================================
TABLE OF CONTENTS
Page
----
PARTIES ................................................................... 1
RECITALS:
Execution of Original Indenture and Supplements thereto ................ 1
Recording of Original Indenture and Supplements thereto ................ 1
Bonds heretofore issued ................................................ 2
Creation of Series Q due 1993 .......................................... 2
Lien on After Acquired Property ........................................ 3
Purpose of Supplemental Indenture ...................................... 3
Fulfillment of conditions precedent .................................... 4
Consideration and Authorization ........................................ 4
GRANTING CLAUSES:
Real Property in California counties specified in Schedule A ........... 5
Plant, system and utilities in specified counties and elsewhere ........ 5
Other properties now or hereafter owned ................................ 6
Excepted properties .................................................... 7
HABENDUM AND DECLARATION OF TRUST ......................................... 7
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION, TRANSFER AND
EXCHANGE OF BONDS OF SERIES Q DUE 1993.
SECTION 1.01. Authorization amount of bonds of Series Q, due 1993 ........ 8
SECTION 1.02. Bonds of Series Q due 1993; issuable as fully registered
bonds; form of registered bonds and certificate .......... 8
SECTION 1.03. Exchangeability of bonds ................................... 13
SECTION 1.04. Offices or agencies for payment, registration, transfer and
exchange of bonds of Series Q, due 1993 .................. 14
SECTION 1.05. Certain conditions as to transfer, etc. of bonds of
Series Q, due 1993 ....................................... 14
ii
Page
----
ARTICLE II
INTEREST, MATURITY DATE, REDEMPTION
AND CERTAIN OTHER PROVISIONS
SECTION 2.01. Interest rate, maturity date and places and medium of
payment .................................................. 14
SECTION 2.02 Redemption of bonds of Series Q, due 1993 .................. 14
SECTION 2.03 Renewal Fund for bonds of Series Q, due 1993 ............... 16
SECTION 2.04 Other provisions of bonds of Series Q, due 1993 ............ 16
ARTICLE III
SUNDRY PROVISIONS
SECTION 3.01. Trustee not responsible for recitals; recordation of
Supplemental Indenture as required by law ................ 16
SECTION 3.02 Date of Supplemental Indenture and bonds of Series Q,
due 1993, are dates of identification .................... 16
SECTION 3.03. Supplemental Indenture deemed to be part of Original
Indenture ................................................ 17
SECTION 3.04. Trustee accepts trusts on same terms expressed in
Original Indenture ....................................... 17
SECTION 3.05. Execution of Supplemental Indenture in counterpart ......... 17
TESTIMONIUM ............................................................... 18
SIGNATURE AND SEALS ....................................................... 18
ACKNOWLEDGEMENTS .......................................................... 19
Schedule A ................................................................ 21
1
This Supplemental Indenture is, among other things,
A MORTAGE OF CHATTELS
THIS SUPPLEMENTAL INDENTURE, dated as of August 15, 1983, made and entered
into in the City of Los Angeles, State of California by and between SOUTHERN
CALIFORNIA GAS COMPANY, a corporation duly organized and existing under the laws
of the State of California, and having its principal place of business in the
City of Los Angeles, State of California (hereinafter sometimes called the
"Corporation"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly AMERICAN
TRUST COMPANY), a national banking association duly organized and existing under
and by virtue of the laws of the United States of America, and having its
principal place of business in the City and County of San Francisco, California
(hereinafter sometimes called the "Trustee").
WITNESSETH:
WHEREAS, the Corporation has executed and delivered to the Trustee a
certain Indenture (hereinafter sometimes called the "Original Indenture") dated
October 1, 1940, to secure bonds of the Corporation designated generally as its
"First Mortgage Bonds" to be issued from time to time in one or more series, any
of which series may vary from any other as to certain particulars specified in
Section 2.01 of the Original Indenture, and the Corporation has executed and
delivered to the Trustee Supplemental Indentures dated, respectively, as of July
1, 1947, May 1, 1948, June 1, 1950, April 1, 1952, August 1, 1955, June 1, 1956,
December 1, 1956, July 1, 1957, October 1, 1959, July 1, 1963, September 1,
1964, June 1, 1965, December 1, 1966, October 1, 1970, August 1, 1972, September
1, 1972, October 1, 1974, May 1, 1976, October 1, 1977, November 1, 1979,
February 1, 1981, September 15, 1981, and April 1, 1982 supplementing and
amending the Original Indenture (the Original Indenture together with this
Supplemental Indenture and all other supplemental indentures being herein
collectively sometimes referred to as the "Indenture"); and
WHEREAS, the Original Indenture and said Supplemental Indentures dated,
respectfully, as of July 1, 1947, May 1, 1948, June 1, 1950, April 1, 1952 and
August 1, 1955, are recorded in the office of the County Recorder of each of the
Counties listed below in the Official Records thereof, as stated in said
Supplemental Indenture
2
dated as of June 1, 1956; said Supplemental Indentures dated, respectively, as
of June 1, 1956 and December 1, 1956, are so recorded as stated in said
Supplemental Indenture dated as of July 1, 1957; said Supplemental Indenture
dated as of July 1, 1957 and each subsequently dated said Supplemental Indenture
(other than said Supplemental Indenture dated April 1, 1982) is so recorded as
stated in said Supplemental Indenture dated as of the next succeeding date; and
said Supplemental Indenture dated as of April 1, 1982 is recorded in the offices
of the County Recorders in the Counties of the State of California, as follows:
COUNTY REFERENCE DATE
------ --------- ----
Fresno Official Records, Book 7885, Pages 610-634 April 2, 1982
Imperial Official Records, Book 1482, Pages 1531-1555 April 2, 1982
Kern Official Records, Book 5449, Pages 772-796 April 2, 1982
Kings Official Records, Book 1227, Pages 883-907 April 2, 1982
Los Angeles Official Records, Document 82-355255 April 5, 1982
Orange Official Records, Document 82-117327 April 5, 1982
Riverside Official Records, Document 56992 April 5, 1982
San Bernardino Official Records, Document 82-065506 April 5, 1982
San Diego Official Records, Book 1982, Pages 813-837 April 2, 1982
San Luis Obispo Official Records, Vol 2398, Pages 388-412 April 2, 1982
Santa Barbara Official Records, Document 82-13400 April 2, 1982
Tulare Official Records, Vol. 3952, Pages 481-505 April 2, 1982
Ventura Official Records, Document 031824 April 2, 1982
WHEREAS, bonds of the Corporation of eleven (11) series designated,
respectively, as its "First Mortgage Bonds, Series E. due 1988", "First Mortgage
Bonds, Series F, due 1989, "First Mortgage Bonds, Series G, due 1991", "First
Mortgage Bonds, Series H, due 1995", "First Mortgage Bonds, Series I, due 1997",
"First Mortgage Bonds, Series K, due 1996", "First Mortgage Bonds, Series L, due
1997", "First Mortgage Bonds, Series M, due 1999", "First Mortgage Bonds, Series
N, due 2001", "First Mortgage Bonds, Series O, due 2001" and "First Mortgage
Bonds, Series P, due 1992" are outstanding as a part of the First Mortgage Bonds
referred to in the Original Indenture, each series of bonds, unless and until
the taking of further appropriate action by the Board of Directors of the
Corporation, being without limitation as to aggregate authorized principal
amount; and
WHEREAS, pursuant to the provisions of Sections 2.01 and 2.02 of the
Original Indenture, the Board of Directors of the Corporation has, by resolution
duly adopted and delivered to the Trustee, created, as a
3
part of the First Mortgage Bonds referred to in the Original Indenture, a new
series of bonds designated "First Mortgage Bonds Series Q, due 1993" (herein
sometimes called "bonds of Series Q"), to be of the form, terms and provisions
provided in that resolution and herein, which new series of bonds, unless and
until the taking of further appropriate action by Board of Directors of the
Corporation, is to be without limitation as to aggregate authorized principal
amount and of which series bonds in the aggregate principal amount of
$90,000,000 are to be presently issued; and
WHEREAS, it is provided in the Original Indenture that all the business,
franchises and properties, real, personal, and mixed, of every kind and nature
whatsoever and wheresoever situate, which might thereafter be acquired by the
Corporation, shall be as fully embraced within the lien thereof as if said
properties were owned by the Corporation at the date of the Original Indenture
and were particularly described therein and specifically conveyed thereby,
excepting certain properties expressly excepted by the provisions thereof; and
WHEREAS, subsequent to the execution of the Original Indenture the
Corporation has acquired properties hereinafter mentioned or referred to, all of
which properties, upon the acquisition thereof by the Corporation, became and
now are subject to the lien, operation and effect of the Original Indenture by
virtue of the after-acquired property clause or other clauses thereof; but the
Corporation, nevertheless, desires to execute, acknowledge, deliver and cause to
be recorded this Supplemental Indenture for the purposes, among others, of
expressly and specifically subjecting such after-acquired properties to the lien
of the Original Indenture as supplemented and of further assuring and confirming
the lien of the Original Indenture as supplemented on all of the properties of
every kind and character, whether real or personal and regardless of the date of
acquisition thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Section 2.02 and 16.01 of the Original
Indenture the Corporation and the Trustee are authorized to execute and deliver
an indenture supplemental to the Original Indenture (i) to set forth the
particulars, permitted by Section 2.01 of the Original Indenture, as to which
the bonds of Series Q are to vary from
4
the bonds of the other series of said First Mortgage Bonds, and (ii) for any
purpose not inconsistent with the terms of the Indenture; and
WHEREAS, for and in consideration of the premises the Corporation desires
to execute this Supplemental Indenture; and
WHEREAS, the making, executing, delivering and recording of this
Supplemental Indenture have been duly authorized by proper corporate action of
the Corporation; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been authorized by the Public Utilities Commission of the State of California;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar ($1), lawful money of the United States of America, duly paid by the
Trustee to the Corporation, and of other good and valuable consideration,
receipt of which is hereby acknowledged, and in order (a) to set forth or
specify (i) the form of the fully registered bonds of Series Q and the form of
the certificate to be endorsed on all bonds of said series, and (ii) the terms
and provisions of the bonds of Series Q, including the particulars thereof which
vary from the bonds of the other series of said First Mortgage Bonds, and (b)
further to secure the payment of both the principal of and interest on the bonds
of the Corporation now or at any time hereafter outstanding under the Original
Indenture and/or any indenture supplemental thereto, including specifically, but
without limitation, all of said First Mortgage Bonds now outstanding and said
$90,000,000 aggregate principal amount of bonds of Series Q, according to their
tenor and effect, and further to secure the observance and performance of all of
the covenants, agreements and conditions contained in the Original Indenture or
in any indenture supplemental thereto, and without in any way limiting the
generality or effect of the Indenture insofar as by any provision thereof any of
the property therein or hereafter described or referred to is now subject or
intended to be subject to the lien and operation thereof, but to such extent
confirming such lien and operation, the Corporation has executed and delivered
this Supplemental Indenture and has granted, bargained, sold, released,
conveyed, mortgaged, assigned, transferred, pledged, set over and confirmed, and
does hereby grant, bargain, sell, release, convey, mortgage, assign, transfer,
5
pledge, set over and confirm unto Wells Fargo Bank, National Association, the
Trustee, and to its successor or successors in the trust created by the Original
Indenture and/or any indenture supplemental thereto, and to its and their
assigns, forever, with power of sale, subject, to the extent applicable by the
terms of the Indenture to any of the properties hereinafter referred to or
described, to the exceptions (other than exception (f) set forth on page 67 of
the Original Indenture and reading as follows: "(f) Any gas and/or oil acreage,
gas and/or oil wells, gas and/or oil reserves, or gas and/or oil leaseholds
hereafter acquired by the Corporation, or any property or equipment now or
hereafter owned by the Corporation and used for the development of gas and/or
oil acreage or for the drilling for or reduction of gas and/or oil from such
acreage"; which exception (f) is expressly made inapplicable to certain parcels
of property specified in the granting clauses of said Supplemental Indentures
dated respectively as of June 1, 1956, July 1, 1957, October 1, 1959, July 1,
1963, September 1, 1964, December 1, 1966, October 1, 1970, September 1, 1972,
October 1, 1974, May 1, 1976, October 1, 1977, November 1, 1979, February 1,
1981, September 15, 1981 and April 1, 1982), reservations, conditions, terms and
provisions provided in the Indenture with respect to properties subject or
intended to be subject thereto, all of the properties and assets of the
Corporation, real, personal and mixed, of every kind and character, whether now
or hereafter owned by the Corporation and wheresoever situated, including,
without in any way limiting or modifying the generality or effect of the
foregoing, all and singular, the following properties:
FIRST: All of the lots, pieces and parcels of land and rights or interests
in real property situate in the Counties in the State of California,
specifically described and mentioned or enumerated in Schedule A attached
hereto, to which reference is hereby made and the same is made a part hereof
with the same force and effect as if the same were here set forth at length.
SECOND: All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating, transmission,
feeding, storing, and distribution systems, and utilities of the Corporation
situate in the Counties of Fresno, Imperial, Kern, Kings, Los Angeles, Orange,
Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, Tulare and
Ventura, and elsewhere, in the
6
State of California, with all and singular the franchises, ordinances, grants,
easements, licenses, powers, immunities, permits, privileges, appurtenances,
tenements and other rights and property thereunto appertaining or belonging, as
the same now exist and as the same and any and all parts thereof may hereafter
exist or be improved, added to, enlarged, extended or acquired in said counties
or elsewhere in said state or any other state or states.
THIRD: All other property, real, personal and mixed, of every kind, nature
and description (including, without in any way limiting the effect or the
generality hereof, all facilities; all stocks, bonds and other securities from
time to time conveyed, assigned, transferred, mortgaged or pledged on behalf of
the Corporation, or with its consent, to the Trustee in the manner and for the
purposes as provided in the Indenture; all gas manufacturing plants, boilers,
engines, compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings, structures,
plants, works and other improvements; all gas transmission and distributing
lines and systems; all meters and regulators and all other apparatus, machinery,
appliances, tools, furniture, fixtures, supplies, facilities and utilities and
other personal property; or any right or interest in any thereof; all business
and goodwill, rights, consents, franchises, ordinances, licenses, agreements,
contracts, permits, easements, rights of way, leases and leasehold interests;
powers, grants, privileges and immunities to construct, operate and maintain
lines and other facilities or properties for conveying gas or other commodities
or utilities for any purpose or purposes through, under and or public streets or
highways, or public or private places or property; all reversions, remainders,
tolls, incomes, revenues, earnings, rents, issues and profits of any property,
real, personal and mixed; and all other classes and types of property described
or referred to in the Original Indenture, or any indenture supplemental
thereto), now or hereafter owned, held, possessed, acquired or enjoyed by or in
any manner conferred upon or appertaining to the Corporation, including the
interest of the Corporation now or hereafter owned by it, together with all and
singular the tenements, hereditaments, and appurtenances belonging or in any way
appertaining to each and every part of any and all property subject or intended
to be subject to the lien and operation of the Original Indenture as
supplemented, and the reversion and reversions,
7
remainder and remainders, tolls, incomes, revenues, earnings, rents, issues and
profits thereof.
SAVING AND EXCEPTING, however, from the property hereby mortgaged,
conveyed in trust and/or pledged, all property, whether now owned by the
Corporation or hereafter acquired by it, expressly saved and excepted from the
lien of the Indenture and therein referred to as the "excepted property" (except
as otherwise expressly provided with respect to exception (f) of said "excepted
property"), unless and until, upon the occurrence of an event of default under
the Indenture, the Trustee, or any receiver appointed thereunder, shall take
possession of any or all of such excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of the Corporation,
now or hereafter outstanding under the Indenture as from time to time in effect,
and for the enforcement and payment of said bonds and interest thereon when
payable, and the performance of and compliance with the covenants and conditions
of the Indenture as from time to time in effect, without any preference,
distinction or priority as to lien or otherwise of any of said bonds over any
others thereof by reason of the difference in the time of the actual issue, sale
or negotiation thereof, or for any other reason whatsoever, except as otherwise
expressly provided in the Indenture as from time to time in effect, so that each
and every such bond shall, subject to the terms thereof, be equally and
proportionately secured by said lien, as if such bond had been made, executed,
delivered, sold and negotiated simultaneously with the execution and delivery of
the Original Indenture.
IT IS HEREBY COVENANTED, DECLARED AND AGREED by and between the parties
hereto that all such bonds are issued, authenticated and delivered, or are to be
issued, authenticated and delivered, and that all property subject, or to become
subject, to the Original Indenture, including any indenture supplemental
thereto, is to be held, subject to the covenants, conditions, uses and trusts
therein set forth.
8
It is hereby further stipulated and provided:
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF BONDS
OF SERIES Q DUE 1993.
SECTION 1.01. The bonds of Series Q may be issued at any time or from time
to time upon and subject to the terms and provisions of the Indenture. Unless
and until the taking of further appropriate action by the Board of Directors of
the Corporation the bonds of said Series shall be without limitation as to
aggregate authorized principal amount.
SECTION 1.02. The bonds of Series Q 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 bonds of said Series,
shall be substantially in the following form:
(FORM OF REGISTERED BOND WITHOUT COUPONS, SERIES Q, DUE 1993)
SOUTHERN CALIFORNIA GAS COMPANY
(Incorporated under the laws of the State of California)
FIRST MORTGAGE BOND, SERIES Q, DUE 1993
(12 1/4%)
No. ____________ $ ___________
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing
under the laws of the State of California (hereinafter called the "Corporation",
which term shall include any successor corporation, as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
________________, or registered assigns, the sum of _________________________
DOLLARS in lawful money of the United States of America, on the fifteenth day of
August, 1993, and to pay interest thereon to the registered owner hereof from
the date of this bond, at the rate of 12 1/4% per annum in like lawful money,
payable semi-annually, on the fifteenth days of February and August in each
year, commencing February 15, 1984, until the Corporation's obligation with
respect to the payment of such principal shall be discharged as provided in the
Indenture hereinafter mentioned. Both
9
the principal of and interest on this bond will be paid at the principal office
of Wells Fargo Bank, National Association, or its successor trustee under said
Indenture, in the City and County of San Francisco, State of California, or, at
the option of the registered owner hereof, principal will be paid at the office
or agency of the Corporation in the City of New York, State of New York.
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.
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this bond
to be signed in its corporate name by its authorized officer and its corporate
seal to be hereto affixed and attached by its Secretary or an Assistant
Secretary.
Dated as of _________________, 19____
SOUTHERN CALIFORNIA GAS COMPANY
By
---------------------------------------
Vice-President and Controller
(CORPORATE SEAL)
ATTEST:
-------------------------
Secretary
(REVERSE SIDE - FORM OF REGISTERED BOND WITHOUT
COUPONS, SERIES Q, DUE 1993)
This bond is one of a duly authorized issue of bonds of the Corporation
(herein called the "bonds"), of the series hereinafter
10
specified, all issued and to be issued under and all equally and ratably secured
by a mortgage and deed of trust dated October 1, 1940, executed by the
Corporation to Wells Fargo Bank, National Association (formerly American Trust
Company), as Trustee, to which mortgage and deed of trust and all indentures
supplemental thereto, including Supplemental Indentures dated, respectively, as
of July 1, 1947, August 1, 1955, June 1, 1956, December 1, 1956, June 1, 1965,
August 1, 1972, May 1, 1976 and September 15, 1981 (hereinafter collectively
referred to as the "Indenture"), reference is hereby made for a description of
the property conveyed in trust, mortgaged and pledged, the nature and extent of
the security, the rights of the registered owners of the bonds and of the
Trustee or trustees in respect thereof, the terms and conditions upon which the
bonds are, and are to be, secured and the circumstances under which additional
bonds may be issued. The bonds may be issued for various principal sums, and may
be issued in series, which may mature at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided. This bond
is one of a series designated as the "First Mortgage Bonds, Series Q, due 1993"
(herein called "bonds of Series Q") of the Corporation, issued under and secured
by the Indenture.
As provided in the Indenture, by any indenture or indentures supplemental
thereto executed by the Corporation and the Trustee and consented to by the
holders of not less than two-thirds (2/3) in principal amount of the bonds at
the time outstanding, and, in case one or more, but less than all, of the series
of bonds then outstanding are affected by such supplemental indenture, consented
to by the holders of at least two-thirds (2/3) in principal amount of the bonds
of each series so affected, the Indenture or any indenture supplemental thereto,
and the rights and obligations of the Corporation and the holders of bonds, may
be modified or altered from time to time, as provided in the Indenture;
provided, however, (a) that the right of any holder of any bond to receive
payment of the principal of and interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the consent of
such holder, and (b) that no such modification or alteration shall reduce the
proportions of
11
bondholders' consents required as aforesaid: such proportions to be determined
in each case as provided in each case as provided in the Indenture.
The bonds of Series Q are entitled to the benefits of the Renewal Fund as
provided in the Indenture.
The bonds of Series Q are subject to redemption at any time prior to
maturity at the option of the Corporation, either as a whole or in part, or
through operation of the Renewal Fund, upon payment of the applicable redemption
prices referred to hereunder. The redemption prices of the bonds of Series Q
during the respective twelve-month periods beginning August 15 in each of the
years mentioned below, are set forth in the following table in each case stated
as a percentage of principal amount plus in each case accrued interest to the
date fixed for redemption.
Year Redemption Price Year Redemption Price
---- ---------------- ---- ----------------
1983 112.25% 1988 103.50%
1984 110.50 1989 101.75
1985 108.75 1990 100.00
1986 107.00 1991 100.00
1987 105.25 1992 100.00
Notwithstanding the foregoing, none of the bonds of Series Q may be redeemed
prior to August 15, 1988 directly or indirectly from the proceeds of or in
anticipation of any refunding operation involving the incurring of debt which
has an interest cost to the Corporation of less than 12.333% per annum.
Notice of redemption shall be given by publication once in each of three
separate calendar weeks in one daily newspaper printed in the English language
of general circulation in the Borough of Manhattan, City and State of New York,
and in one similarly printed daily newspaper of general circulation in the City
and County of San Francisco, California (the first of such publications to be
not less than thirty and not more than sixty days before the redemption date),
or, notice of any such redemption may be mailed to the registered owners of the
bonds to be redeemed not less than thirty nor more than sixty days before the
redemption date), or, notice of any such redemption may be mailed to the
registered owners of the bonds to be redeemed not less than thirty nor more than
sixty days before the redemption date, in lieu of such notice being given by
publication, all subject to the conditions and as more fully set forth in the
Indenture, including (1) the condition that failure to give notice of any such
redemption by mail, if required, or any defect therein or in
12
the mailing thereof shall not affect the validity of the proceedings for the
redemption of any bonds so to be redeemed if notice by publication, if required,
is duly given and (2) the condition that, if any notice of redemption of bonds
shall state that it is subject to receipt by or for the account of the Trustee
on or before the date fixed for redemption of moneys applicable to and
sufficient for such redemption, such bonds shall not become due and payable by
virtue of such notice unless such moneys shall be held by or for the account of
the Trustee on or before the date fixed for redemption. If this bond or any
portion hereof is called for redemption and payment duly provided as specified
in the Indenture, interest shall cease to accrue on this bond or such portion
hereof from and after the date fixed for such redemption.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all bonds then outstanding under the Indenture may be declared or
become due and payable upon the conditions and in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner hereof at the office or
agency of the Corporation in said City and County of San Francisco, in said City
of Los Angeles, in the Borough of Manhattan, City of New York and in such other
place or places as the Corporation may designate at any time or from time to
time, and thereupon a new fully registered bond or bonds of said series, without
coupons, of authorized denomination or denominations, of a like aggregate
principal amount, will be issue to the transferee or transferees in exchange for
this bond and at any of said offices or agencies for a like aggregate principal
amount of other such fully registered bonds of authorized denominations; all in
the manner and subject to the conditions as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, director
or officer, past, present or future, of the Corporation, or of any predecessor
or successor corporation, either directly or through the Corporation, or any
such predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such
13
liability being waived and released by every registered owner hereof by the
acceptance of this bond and as part of the consideration for the issue hereof,
and being likewise waived and released by the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until Wells Fargo Bank, National
Association, or its successor as Trustee under the Indenture, or an
authenticating agent, shall have signed the form of certificate endorsed hereon.
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE
This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture.
WELLS FARGO BANK, or BANKERS TRUST
NATIONAL ASSOCIATION, COMPANY,
Trustee Authenticating Agent
By By
----------------------------- -----------------------------
Authorized Officer Authorized Officer
The bonds of Series Q 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.
The fully registered bonds of Series Q shall be issuable in denominations
of $1,000 and any multiple of $1,000 and shall be dated as provided in paragraph
1 of Section 2.01 of the Original Indenture. The definitive bonds of Series Q
shall be numbered in such manner as the Corporation shall at any time or from
time to time determine.
SECTION 1.03. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, bonds of Series Q
14
may be exchanged without a service charge for a like aggregate principal amount
of such bonds of Series Q of other authorized denomination or denominations.
SECTION 1.04. The Corporation shall maintain in the City and County of San
Francisco, and in the City of Los Angeles, State of California, and also in the
Borough of Manhattan, City of New York, State of New York, and in such other
place or places as the Corporation may designate at any time or from time to
time, an office or agency where bonds of Series Q 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 San Francisco shall be the
principal office of the Trustee and such office or agency in the City of Los
Angeles shall be the main office of the Trustee in said City and such office or
agency in the Borough of Manhattan, City of New York shall be the principal
office of Bankers Trust Company unless and until the Corporation shall designate
another office or agency by notice in writing delivered to the Trustee.
SECTION 1.05. No transfer or exchange of any bonds of Series Q 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
INTEREST, MATURITY DATE, REDEMPTION
AND CERTAIN OTHER PROVISIONS.
SECTION 2.01. The bonds of Series Q shall bear interest at the rate, shall
be expressed to mature as to principal, and shall be payable as to principal and
interest at such place or places and in such money, all as provided in the form
of such bonds set forth in Section 1.02 hereof and by the applicable provisions
of the Indenture.
SECTION 2.02. The bonds of Series Q shall be subject to redemption, either
in whole or in part, at the applicable redemption prices specified in said form
of bonds, upon notice, in the manner and otherwise upon the terms and conditions
and with the effect, as provided herein and by the applicable provisions of the
Indenture, which provisions of the Indenture are hereby modified and
supplemented, but only with respect to the bonds of Series Q, as follows:
15
(a) If at the time of publication or mailing of, or of otherwise
giving, any notice of redemption of any of the bonds of Series Q the
Corporation shall not have deposited with the Trustee and/or irrevocably
directed the Trustee to apply, from moneys held by it available to be used
for the redemption of bonds of Series Q, an amount in cash sufficient to
redeem all of the bonds of Series Q called for such redemption, including
accrued interest to the date fixed for redemption, such notice shall state
that it is subject to the receipt by the Trustee on or before the date
fixed for redemption of moneys applicable to and sufficient for such
redemption and that such notice shall be of no effect unless such moneys
are so received on or before such date.
(b) The Trustee, upon request of the Corporation evidenced by a
resolution of its Board of Directors, shall, for and in behalf of and in
the name of the Corporation, call for redemption bonds of Series Q
provided that, if cash sufficient for such redemption is not held by the
Trustee at the time of such call, the notice shall state that it is
subject to the receipt by the Trustee on or before the date fixed for
redemption of moneys applicable to and sufficient for such redemption and
that such notice shall be of no effect unless such moneys are so received
on or before such date.
(c) If bonds of Series Q shall be called for redemption pursuant to
a notice containing the statement set forth in subparagraph (a) or
subparagraph (b) of this Section 2.02, the principal amount and premium,
if any, of such bonds shall not become due and payable by virtue of such
call or notice unless on or before the date fixed for redemption the
Corporation shall have irrevocably deposited with the Trustee for the
purpose of redeeming all of the bonds of Series Q called for redemption,
including funds for the payment of accrued interest to the date fixed for
redemption, and/or irrevocably directed the Trustee to apply, from moneys
held by it available to be used for the redemption of bonds of Series Q an
amount in cash sufficient to redeem all of the bonds of Series Q called
for redemption, including funds for the payment of accrued interest to the
date fixed for redemption.
Notwithstanding the foregoing, none of the bonds of Series Q may be
redeemed prior to August 15, 1988 directly or indirectly from the
16
proceeds of or in anticipation of any refunding operation involving the
incurring of debt which has an interest cost to the Corporation of less than
12.333% per annum.
SECTION 2.03. The bonds of Series Q shall be entitled to the benefits of
the Renewal Fund as provided in the Indenture.
SECTION 2.04. The bonds of Series Q shall, except as in this Supplemental
Indenture otherwise expressly provided, be on the terms and provisions, and
shall represent such rights and be entitled to such benefits, as applicable
thereto by the terms of the Indenture.
ARTICLE III
SUNDRY PROVISIONS
SECTION 3.01. The recitals of fact contained herein shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for the
correctness of the same. The Corporation hereby covenants and agrees that it
will cause this Supplemental Indenture to be kept recorded and/or filed as may
be required by law, in such manner and in such places as may be necessary fully
to preserve and protect the security of the bondholders and all of the rights of
the Trustee hereunder, and that it will with all reasonable dispatch deposit
with the Trustee counterparts of this Supplemental Indenture bearing official
notation or endorsements showing such recordation and/or filing, or in case such
counterparts are not returned to the Corporation, furnish to the Trustee the
best official evidence of such recordation and/or filing reasonably obtainable
by the Corporation, or evidence of the taking of such other action, if any, but
the Trustee, subject to the provisions of Section 14.02 and 14.03 of said
Original Indenture, shall in no wise be liable for any failure or omission in
this regard.
SECTION 3.02. The date of this Supplemental Indenture and the date of the
bonds of Series Q are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the bonds of said series,
and are not intended to indicate that this Supplemental Indenture was executed
and delivered or that said bonds were executed, delivered or issued on said
date; it being hereby provided that this Supplemental Indenture may be executed
and delivered, and that said bonds may be executed, delivered or issued, either
on said date or before or after said date, and that this Supplemental Indenture
is in
17
fact executed and delivered by each party hereto on the date of its certificate
of acknowledgment hereto attached.
Section 3.03. This Supplemental Indenture shall be deemed to be part of the
Original Indenture, and the Corporation agrees to conform to and comply with all
and singular the terms, provisions, conditions and covenants set forth therein
and herein. This Supplemental Indenture shall be construed in connection with
and as a part of the Original Indenture, as heretofore amended and supplemented.
Section 3.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to the same
terms and conditions as are expressed in Article XIV of the Original Indenture.
Section 3.05. In order to facilitate the recording of this Supplemental
Indenture, the same may be executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall
collectively constitute one and the same instrument.
18
In Witness Whereof, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by its Chairman of the
Board or President or one of its Vice Presidents or the Controller and its
Secretary or one of its Assistant Secretaries, and its corporate seal to be
hereunto duly affixed, and Wells Fargo Bank, National Association, in token of
its acceptance of the trust hereby established, has caused this Supplemental
Indenture to be signed in its corporate name by one of its Authorized Officers
and its Secretary or one of its Assistant Secretaries, and its corporate seal to
be hereunto duly affixed, all as of August 15, 1983.
Southern California Gas Company
Attest:
VIRGINIA A. ROBINSON By JAMES P. BAILEY
Secretary Vice-President and Controller
(Seal)
Wells Fargo Bank,
Attest: National Association
KAREN SPIELMAN By W. VAN ZILE
Assistant Secretary Authorized Officer
(Seal)
19
State of California }
} ss.
County of Los Angeles }
On this 18th day of August, 1983, before me, M. Colleen Dalgleish, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared James P. Bailey, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the Vice-President and Controller, and Virginia
A. Robinson, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the Secretary, of Southern California Gas Company,
one of the corporations named in and which executed the foregoing instrument,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the persons who executed the within instrument on behalf of said
Corporation, and acknowledged to me that said Corporation executed the same, and
acknowledged to me that said Corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.
In Witness Whereof, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
M. COLLEEN DALGLEISH
-------------------------------------
Notary Public of the State of
California.
(SEAL)
My Commission Expires April 15, 1986.
20
State of California }
County of San } ss.
Francisco }
On this 18th day of August, 1983, before me, Joyce M. Evans, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared W. Van Zile, personally known to me (or proved to me on the basis of
satisfactory evidence) to be an Authorized Officer, and Karen Spielman,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be an Assistant Secretary, of Wells Fargo Bank, National Association, a
national banking association, one of the corporations named in and which
executed the foregoing instrument, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons who executed the within
instrument on behalf of said Corporation, and acknowledged to me that said
Corporation executed the same, and acknowledged to me that said Corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.
In Witness Whereof, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
JOYCE M. EVANS
-----------------------------------
Notary Public of the State of
California.
(SEAL)
My Commission Expires August 22, 1986.
21
SCHEDULE A
Incorporated in and made a part of the Supplemental Indenture dated as of
August 15, 1983, by and between Southern California Gas Company and Wells Fargo
Bank, National Association, Trustee.
The descriptive names or captions do not constitute a part of the property
descriptions, being used only for convenience of reference and identification.
The term "Grantor" as used hereinafter refers to the grantor of each parcel
of property hereinafter described to Southern California Gas Company.
COUNTY OF LOS ANGELES
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Los Angeles, State of California, described
as follows:
Northern Division Headquarters
Parcel 1:
That portion of Lot 46 of the Ranch La Canada, in the City of Los Angeles,
as per map recorded in Book 4 Page 351 of Miscellaneous Records, in the office
of the County Recorder of said County, described as follows:
Beginning at a point in the Southwesterly line of Foothill Boulevard
as described in deed to the State of California, recorded in Book 11441
Page 205 of Official Records, distant North 53(degrees) 52' 30" West
thereon 553.17 feet from the Northwesterly line of Tujunga Canyon Place
(formerly Honolulu Avenue) as described in deed to the County of Los
Angeles, recorded in Book 6242 Page 316 of Deeds, records of said County;
thence along said South-westerly line of Foothill Boulevard North
53(degrees) 52' 30" West 18.83 feet to the beginning of a curve in said
Southwesterly line concave to the Southwest having a radius of 1,950.00
feet; thence Westerly along the arc of said curve 86.79 feet to the
Northwesterly line of the land described in deed to Willie Fay Johnson, a
widow, recorded on January 26, 1940 as Instrument No. 237 in Book 17225
Page 162 of Official Records; thence along said last mentioned
Northwesterly line, parallel with the Northwesterly line of
22
said Tujunga Canyon Place, South 43 (degrees) 07' 30" West 200.00 feet;
thence Southeasterly 105.62 feet, more or less, to a point in a line
parallel with said Northwesterly line of Tujunga Canyon Place and which
passes through the point of beginning, said point being distant South 43
(degrees) 07' 30" West 200.00 feet along said parallel line from the point
of beginning; thence North 43 (degrees) 07' 30" East 200.00 feet to the
point of beginning.
Parcel 2:
The Northwest 80 feet of that portion of Lot 46 of the subdivision of
Rancho La Canada, in the City of Los Angeles as per map recorded in Book 4 Page
361 of Miscellaneous Records, in the office of the County Recorder of said
County, described as follows:
Beginning at a point in the Southwesterly line of Foothill Boulevard,
as described in deed to State of California, recorded March 8, 1932 in Book
11441 Page 205 of Official Records, distant North 53 (degrees) 52' 30" West
thereon 356.34 feet from the Northwesterly line of Tujunga Canyon Place
(formerly Honolulu Avenue) as described in the deed to the County of Los
Angeles, recorded April 27, 1916 in Book 6242 Page 316 of Deeds, records of
said county; thence South 43 (degrees) 07' 30" West parallel with said
Northwesterly line of Tujunga Canyon Place, 232.10 feet; thence North 48
(degrees) 30' 30" West, 195.44 feet to a point in the Southeasterly line of
the parcel of land conveyed to John D. Pullio and wife, by deed recorded
March 2, 1934 in Book 12662 Page 102 of Official Records of said County;
thence North 43 (degrees) 07' 30" East along said Southeasterly line of
the land so conveyed, 213.68 feet to the Southwesterly line of Foothill
Boulevard; thence South 53 (degrees) 52' 30" East along said Southwesterly
line of Foothill Boulevard 196.83 feet to the point of beginning.
Parcel 3:
That portion of Lot 46 of the Subdivision of the Rancho La Canada, in the
City of Los Angeles, as per map recorded in Book 4 Page 351 of Miscellaneous
Records, in the Office of the County Recorder of said County, described as
follows:
Beginning at a point in the Southwesterly line of Foothill Boulevard
as described in deed to State of California, recorded March 8, 1932 in Book
11441 Page 205 of Official Records,
23
distant North 53(degrees) 52' 30" West thereon 356.34 feet from the
Northwesterly line of Tujunga Canyon Place (formerly Honolulu Avenue) as
described in the deed to the County of Los Angeles recorded April 27, 1916
in Book 6242 Page 316 of Deeds; thence South 43(degrees) 07' 30" West
parallel with said Northwesterly line of Tujunga Canyon Place, 232.10 feet;
thence North 48(degrees) 30' 30" West, 195.44 feet to a point in the
Southeasterly line of the parcel of land conveyed to John D. Pullio and
wife, by deed recorded March 2, 1934 in Book 12662 Page 102, Official
Records; thence North 43(degrees) 07' 30" East along said Southeasterly
line of the land so conveyed 213.68 feet to the Southwesterly line of
Foothill Boulevard; thence South 53(degrees) 52' 30" East along said
Southwesterly line of Foothill Boulevard, 196.83 feet to the point of
beginning. Except therefrom the Northwesterly 80 feet.
Parcel 4:
The Northwesterly 130.00 feet of that certain parcel of land in the City of
Los Angeles, described as follows:
Commencing at a point in the Northwesterly line of Tujunga Canyon
Place (formerly Honolulu Avenue) a described in deed to County of Los
Angeles, recorded in Book 6242 Page 316 of Deeds, Records of said County,
distant South 43(degrees) 07' 30" West, 315.82 feet, measured along said
Northwesterly line and the Northeasterly prolongation thereof from the
center line of Foothill Boulevard (formerly Michigan Avenue) as shown on
map of Tract No. 4774, recorded in Book 113 Pages 64 and 65 of Maps, in the
office of the County Recorder of said County; thence North 48(degrees) 30'
30" West along the Northeasterly line of the land described in deeds to
Perley M. Finch and wife, and Cressey E. Finch recorded in Book 12495 Page
297 and in Book 14295 Page 317, respectively, of Official Records, 353.82
feet to the Southerly corner of land described in deed to Leon Bashein,
recorded in Book 12865 Page 292, Official Records of said County, and the
true point of beginning; thence North 43(degrees) 07' 30" East along the
Southeasterly line thereof, 232.10 feet to the Southwesterly line of
Foothill Boulevard, as described in deed recorded in Book 11441 Page 205,
Official Records of said County; thence South 53(degrees) 42' 30" East
along said Southwesterly line, 261.64 feet to the Northwesterly
24
line of the 40 foot strip of land described in Parcel 64 of Action filed in
Case No. 401203 of the Superior Court in and for said County; thence South
38(degrees) 49' 20(degrees) West along said Northwesterly line, 56.43 feet
to the beginning of a tangent curve therein, concave to the Southwest
having a radius of 1020 feet; thence Southwesterly along said curve, 202.60
feet to the hereinabove mentioned line, having a bearing of North
48(degrees) 30' 30" West; thence along said last mentioned line, 299.12
feet to the true point of beginning.
Parcel 5:
Those portions of Lot 46 of the Subdivision of the Rancho La Canada, as per
map recorded in Book 4 Page 351 of Miscellaneous Records, in the office of the
County Recorder of said County and the Rancho Tujunga, all in the City of Los
Angeles, described as a whole as follows:
Beginning at a point on that certain curve in the Southwesterly line
of Foothill Boulevard, as described in the deed recorded in Book 11441 Page
205 of Official Records of said County, concave Southwesterly and having a
radius of 1950 feet; said point being distant Northwesterly along said
curve 122.42 feet from the most Northerly corner of the land described in
the deed to John D. Pullio and wife, recorded in Book 12662 Page 102 of
Official Records, of said County; thence along a radial line of said curve,
South 29(degrees) 38' 39" West 96.00 feet; thence South 88(degrees) 12' 07"
West 101.60 feet; thence North 58(degrees) 25' 00(degrees) West 56.03 feet
to the Easterly line of Tujunga Canyon Boulevard, as described in the deed
to the City of Los Angeles recorded in Book 11583 Page 393 of Official
Records of said County; thence along said Easterly line, North 20(degrees)
24' 10(degrees) East 110.00 feet to the beginning of a tangent curve
therein, concave Southerly and having a radius of 30 feet; thence Easterly
along said curve 50.09 feet to said Southeasterly line of Foothill
Boulevard; thence Southeasterly along said South-westerly line to the point
of beginning.
Parcel 6:
That portion of Lot 46 of the Subdivision of Rancho La Canada, in the
County of Los Angeles, State of California, as per map recorded
25
in Book 4 Page 351 of Miscellaneous Records, in the office of the County
Recorder of said County, and the Ranch Tujunga, all in the City of Los Angeles,
County of Los Angeles, State of California, described as follows:
Commencing at the intersection of the Southwesterly line of Foothill
Boulevard as described in deed recorded in Book 11441 Page 205, of Official
Records, of said County, with the Northwesterly line of Tujunga Canyon
Place (formerly Honolulu Avenue), as described in deed to the County of Los
Angeles, recorded in Book 6242 Page 316 of Deeds, Records of said County;
thence North 53(degrees) 52' 30" West along said Southwesterly line 572.00
feet to the beginning of a curve concave to the Southwest having a radius
of 1950.00 feet; thence along said curve 86.79 feet to the most Northerly
corner of the land described to John D. Pullio and wife, recorded in Book
12662 Page 102 of Official Records of said County, said point also being
the true point of beginning; thence continuing along said curve to the
beginning of a compound curve concave to the Southeast having a radius of
30.00 feet; thence Southwesterly along said curve 50.09 feet to the
Easterly line of Tujunga Canyon Boulevard, as described in a deed to the
City of Los Angeles, recorded in Book 11583 Page 393 of Official Records of
said County; thence Southerly along said Easterly line to the beginning of
a tangent curve, concave to the East, having a radius of 298.10 feet;
thence in a general Southeasterly direction following Tujunga Canyon
Boulevard, to the Northwesterly line of said land of Pullio; thence North
43(degrees) 07' 30" West along said North-westerly line, 403.49 feet to the
true point of beginning.
EXCEPT THEREFROM: that portion of said land as described in that certain
deed to the Harker Development Corp., recorded March 23, 1964, as Instrument
No. 3264, in Book D 2404 Page 473, of Official Records, in said office.
ALSO EXCEPT from said land that portion of said land as described in that
certain deed to the City of Los Angeles, recorded April 2, 1964 as Instrument
No. 5597, in Book D 2419, Page 280, of Official Records, in said office.
26
Parcel 7:
That portion of Lot 46 of Subdivision of Rancho La Canada, as per map
recorded in Book 4, Page 351 of Miscellaneous Records, in the office of the
County recorder of said County, described as follows:
Commencing at a point in the Northwesterly line of Tujunga Canyon
Place (formerly Honolulu Avenue) as described in deed to the County of Los
Angeles recorded in Book 6242, Page 316 of Deeds, distant South 43(degrees)
07' 30" West 315.82 feet, measured along said Northwesterly line and the
Northeasterly prolongation thereof, from the center line of Foothill
Boulevard (formerly Michigan Avenue) as shown on Map of Tract No. 4774,
recorded in Book 113 Page 64 of Maps, in the office of the County Recorder
of said County; thence North 48(degrees) 30' 30" West along the North-
easterly line of the land described in deeds to Berley M. Finch and wife,
and Cressey E. Finch, recorded in Book 12495 Page 297 and in Book 14295,
Page 315 of Official Records, 353.82 feet to the Southerly corner of the
land described in the deed to Leon Bashein, recorded in Book 12856 Page 292
of Official Records, and the true point of beginning; thence North
43(degrees) 07' 30" East along the Southeasterly line thereof, 232.10 feet
to the Southwesterly line of Foothill Boulevard, as described in deed
recorded in Book 11441, Page 205, Official Records; thence South
53(degrees) 52' 30" East along said Southwesterly line, 261.64 feet to the
Northwesterly line of the 40 foot strip of land described in Parcel 64 of
Action filed in Case No. 401203 of the Superior Court in and for said
County; thence South 38(degrees) 49' 20" West along said Northwesterly
line, 56.43 feet to the beginning of a tangent curve therein, concave to
the Southeast, having a radius of 1020 feet; thence Southwesterly along
said curve, 202.60 feet to the hereinbefore mentioned line having a bearing
of North 48(degrees) 30' 30" West; thence, along said last mentioned line,
299.12 feet to the true point of beginning.
EXCEPTING therefrom the West 200 feet.
Access Strip to Santa Fe Springs Measuring & Regulating Station.
That portion of Parcel 4, Parcel Map No.14008 in the City of Santa Fe
Springs, County of Los Angeles, State of California as shown on a map filed in
Book 141, Pages 77 through 80 inclusive of Parcel
EX-4.32
8
dex432.txt
SUPPLEMENTAL INDENTURE
EXHIBIT 4.32
================================================================================
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
SOUTHERN CALIFORNIA GAS
COMPANY
TO
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.
TRUSTEE
Successor to
WELLS FARGO BANK,
NATIONAL ASSOCIATION
Predecessor Trustee
-------------------
SUPPLEMENTAL INDENTURE
To Original Indenture dated October 1, 1940
-------------------
Dated as of January 15, 1988
================================================================================
TABLE OF CONTENTS
Page
PARTIES .................................................................. 1
RECITALS:
Execution of Original Indenture and Supplements thereto ............. 1
Recording of Original Indenture and Supplements thereto ............. 2
Bonds heretofore issued ............................................. 2
Succession of Trustee to Predecessor Trustee ........................ 3
Creation of First Mortgage Bonds, Series U, due 1993 ................ 3
Lien on After Acquired Property ..................................... 3
Purpose of Supplemental Indenture ................................... 4
Fulfillment of Conditions Precedent ................................. 4
Consideration and Authorization ..................................... 4
SUCCESSION OF TRUSTEE AND GRANTING CLAUSES:
Succession of Trustee ............................................... 4
Real Property in California counties specified in Schedule A ........ 5
Plant, system and utilities in specified counties and elsewhere ..... 5
Other properties now or hereafter owned ............................. 6
Excepted properties ................................................. 7
HABENDUM AND DECLARATION OF TRUST ........................................ 7
ARTICLE I.
AMOUNT, FORM, NUMBERING DENOMINATION, TRANSFER
AND EXCHANGE OF BONDS OF
SERIES U, DUE 1993.
SECTION 1.01. Authorized amount of bonds of Series U, due 1993 ......... 8
SECTION 1.02. Bonds of Series U, due 1993; issuable as fully registered
bonds; form of registered bonds and certificate .......... 8
SECTION 1.03. Exchangeability of bonds ................................. 12
SECTION 1.04. Offices or agencies for payment, registration, transfer
and exchange of bonds of Series U, due 1993 .............. 12
SECTION 1.05. Certain conditions as to transfer, etc. of bonds of
Series U, due 1993 ....................................... 13
ii
Page
ARTICLE II.
INTEREST, MATURITY DATE, REDEMPTION,
RENEWAL FUND AND CERTAIN
OTHER PROVISIONS OF BONDS OF
SERIES U, DUE 1993.
SECTION 2.01. Interest rate, maturity date and places and medium
of payment ............................................... 13
SECTION 2.02. Redemption of bonds of Series U, due 1993 ................ 13
SECTION 2.03. Renewal Fund for bonds of Series U, due 1993 ............. 13
SECTION 2.04 Cancellation of bonds of Series U, due 1993 .............. 13
SECTION 2.05. Other provisions of bonds of Series U, due 1993 .......... 13
ARTICLE III.
SUNDRY PROVISIONS.
SECTION 3.01. Trustee not responsible for recitals; recordation of
Supplemental Indenture as required by law ................ 14
SECTION 3.02. Date of Supplemental Indenture and bonds of Series U,
due 1993, are dates of identification .................... 14
SECTION 3.03. Supplemental Indenture deemed to be part of Original
Indenture ................................................ 14
SECTION 3.04. Trustee accepts trusts on same terms expressed in
Original Indenture ....................................... 14
SECTION 3.05. Execution of Supplemental Indenture in counterparts ...... 15
TESTIMONIUM .............................................................. 15
SIGNATURES AND SEALS ..................................................... 16
ACKNOWLEDGMENTS .......................................................... 17-19
Schedule A ............................................................... 20
This Supplemental Indenture is, among other things,
A MORTGAGE OF CHATTELS
THIS SUPPLEMENTAL INDENTURE, dated as of January 15, 1988, is made and
entered into in the city of Los Angeles, State of California by and between
SOUTHERN CALIFORNIA GAS COMPANY, a corporation duly organized and existing under
the laws of the State of California, and having its principal place of business
in the City of Los Angeles, State of California (hereinafter sometimes called
the "Corporation"), BANKERS TRUST COMPANY OF CALIFORNIA, N.A., a national
banking association duly organized and existing under the laws of the United
States of America and having its principal place of business in the City and
County of San Francisco, State of California (hereinafter, together with its
predecessors as trustees under the Indenture referred to below, sometimes called
the "Trustee"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly Crocker
National Bank), a national banking association duly organized and existing under
the laws of the United States of America and having its principal place of
business in the City and County of San Francisco, State of California
(hereinafter, together with its predecessors as trustees under the Indenture
referred to below, called the "Predecessor Trustee").
WITNESSETH:
WHEREAS, the Corporation has executed and delivered to the Predecessor
Trustee a certain Indenture (hereinafter sometimes called the "Original
Indenture") dated October 1, 1940, to secure bonds of the Corporation designated
generally as its "First Mortgage Bonds" to be issued from time to time in one or
more series, any of which series may vary from any other as to certain
particulars specified in Section 2.01 of the Original Indenture, and the
Corporation has executed and delivered to the Predecessor Trustee Supplemental
Indentures dated, respectively, as of July 1, 1947, May 1, 1948, June 1, 1950,
April 1, 1952, August 1, 1955, June 1, 1956, December 1, 1956, July 1, 1957,
October 1, 1959, July 1, 1963, September 1, 1964, and June 1, 1965, December 1,
1966, October 1, 1970, August 1, 1972, September 1, 1972, October 1, 1974, May
1, 1976, October 1, 1977, November 1, 1979, February 1, 1981, September 15,
1981, April 1, 1982, August 15, 1983, May 18, 1984, December 16, 1985, March 1,
1986, November 15, 1986 and December 1, 1986 supplementing and amending the
Original Indenture (the Original
2
Indenture together with this Supplemental Indenture and all other supplemental
indentures being herein collectively sometimes referred to as the "Indenture");
and
WHEREAS, the Original Indenture and said Supplemental Indentures dated,
respectively, as of July 1, 1947, May 1, 1948, June 1, 1950, April 1, 1952 and
August 1, 1955,are recorded in the office of the County Recorder of each of the
Counties listed below in the Official Records thereof, as stated in said
Supplemental Indenture dated as of June 1, 1956; said Supplemental Indentures
dated, respectively, as of June 1, 1956 and December 1, 1956, are so recorded as
stated in said Supplemental Indenture dated as of July 1, 1957; said
Supplemental Indenture dated as of July 1, 1957 and each subsequently dated said
Supplemental Indenture (other than said Supplemental Indenture dated December 1,
1986) is so recorded as stated in said Supplemental Indenture dated as of the
next succeeding date; and said Supplemental Indenture dated as of December 1,
1986 is recorded in the offices of the County Recorders in the Counties of the
State of California, as follows:
County Reference Date
------ --------- ----
Fresno Official Records, Document 86-138991 December 1, 1986
Imperial Official Records, Document 86-18022 December 2, 1986
Book 1570, Pages 1226-1248
Kern Official Records, Document 69454 December 1, 1986
Book 5943, Pages 540-562
Kings Official Records, Document 17879 December 1, 1986
Book 1391, Pages 363-385
Los Angeles Official Records, Document 86-1662637 December 2, 1986
Orange Official Records, Document 86-587999 December 1, 1986
Riverside Official Records, Document 304286 December 1, 1986
San Bernardino Official Records, Document 86-361727 December 1, 1986
San Diego Official Records, Document 86-554954 December 2, 1986
San Luis Obispo Official Records, Document 79290 December 1, 1986
Vol. 2919, Pages 194-216
Santa Barbara Official Records, Document 1986-077832 December 1, 1986
Tulare Official Records, Document 68543 December 1, 1986
Vol. 4502, Pages 370-392
Ventura Official Records, Document 86-173706 December 1, 1986
WHEREAS, bonds of the Corporation of thirteen (13) series designated,
respectively, as its "First Mortgage Bonds, Series E, due 1988", "First Mortgage
Bonds, Series F, due 1989", "First Mortgage Bonds, Series G, due
3
1991", "First Mortgage Bonds, Series H, due 1995", "First Mortgage Bonds, Series
I, Due 1997", "First Mortgage Bonds, Series K, due 1996", "First Mortgage Bonds,
Series L, due 1997", "First Mortgage Bonds, Series M, due 1999", "First Mortgage
Bonds, Series N, due 2001", "First Mortgage Bonds, Series Q, due 1993", "First
Mortgage Bonds, Series R, due 2016", "First Mortgage Bonds, Series S, due 1996"
and "First Mortgage Bonds, Series T, due 2016" are outstanding as a part of the
First Mortgage Bonds referred to in the Original Indenture, each series of
bonds, unless and until the taking of further appropriate action by the Board of
Directors of the Corporation, being without limitation as to aggregate
authorized principal amount; and
WHEREAS, the Trustee has succeeded to the estates, properties, rights,
powers, trusts, duties and obligations of the Predecessor Trustee under the
Original Indenture, as heretofore supplemented and amended, but the Corporation,
the Trustee and the Predecessor Trustee, nevertheless, desire to execute,
acknowledge, deliver and cause to be recorded this Supplemental Indenture for
the purposes, among others, of evidencing such succession; and
WHEREAS, pursuant to the provisions of Sections 2.01 and 2.02 of the
Original Indenture, the Board of Directors of the Corporation has, by resolution
duly adopted and delivered to the Trustee, created, as a part of the first
Mortgage Bonds referred to in the Original Indenture, a new series of bonds
designated "First Mortgage Bonds, Series U, due 1993" (herein sometimes called
"bonds of Series U"), to be of the form, terms and provisions provided in that
resolution and herein, which new series of bonds, unless and until the taking of
further appropriate action by the Board of Directors of the Corporation, is to
be without limitation as to aggregate authorized principal among and of which
series bonds in the aggregate principal amount of $100, 000,000 are to be
presently issued; and
WHEREAS, it is provided in the Original Indenture that all the business,
franchises and properties, real, personal, and mixed, of every kind and nature
whatsoever and wheresoever situate, which might thereafter be acquired by the
Corporation, shall be as fully embraced within the lien thereof as if said
properties were owned by the Corporation at the date of the Original Indenture
and were particularly described therein and specifically conveyed thereby,
excepting certain properties expressly excepted by the provisions thereof; and
WHEREAS, subsequent to the execution of the Original Indenture the
Corporation has acquired properties hereinafter mentioned or referred to, all
4
of which properties, upon the acquisition thereof by the Corporation, became and
now are subject to the lien, operation and effect of the Original Indenture by
virtue of the after-acquired property clause or other clauses thereof; but the
Corporation, nevertheless, desires to execute, acknowledge, deliver and cause to
be recorded this Supplemental Indenture for the purposes, among others, of
expressly and specifically subjecting such after-acquired properties to the lien
of the Original Indenture as supplemented and of further assuring and confirming
the lien of the Original Indenture as supplemented on all of the properties of
every kind and character, whether real or personal and regardless of the date of
acquisition thereof by the Corporation, intended to be subjected to the lien
thereof; and
WHEREAS, under the provisions of Sections 2.02 and 16.01 of the Original
Indenture the Corporation and the Trustee are authorized to execute and deliver
an indenture supplemental to the Original Indenture (i) to set forth the
particulars, permitted by Section 2.01 of the Original Indenture, as to which
the bonds of Series U are to vary from the bonds of the other series of said
First Mortgage Bonds, and (ii) for any purpose not inconsistent with the terms
of the Indenture; and
WHEREAS, for and in consideration of the premises the Corporation desires
to execute this Supplemental Indenture; and
WHEREAS, the making, executing, delivering and recording of this
Supplemental Indenture have been duly authorized by proper corporate action of
the Corporation; and
WHEREAS, the execution and delivery of this Supplemental Indenture have
been authorized by the Public Utilities Commission of the State of California:
NOW THEREFORE, in consideration of the premises and of the sum of one
dollar ($1), lawful money of the United States of America, duly paid by the
Trustee to the Corporation and to the Predecessor Trustee, and of other good and
valuable consideration, receipt of which is hereby acknowledged, and (a) in
order to evidence the succession of the Trustee to the Predecessor Trustee as
trustee under the Original Indenture, as heretofore supplemented and amended,
the Trustee and the Predecessor Trustee hereby confirm that the Trustee has
succeeded to the estates, properties, rights, powers, trusts, duties and
obligations of the Trustee under the Original Indenture, as heretofore
supplemented and amended, by virtue of operation of law pursuant to the
provisions of Section 2050 et. seq. of the California
5
Financial Code and Article XIV of the Original Indenture and the Trustee
confirms that it is eligible under the provisions of Sections 5.13 and 14.01 and
qualified under Section 14.14 of the Original Indenture; and, (b) in order (i)
to set forth or specify (A) the form of the fully registered bonds of Series U,
and the form of the certificate to be endorsed on all bonds of said series, and
(B) the terms and provisions of the bonds of Series U, including the particulars
thereof which vary from the bonds of the other series of said First Mortgage
Bonds, and (ii) to further secure the payment of both the principal of and
interest on the bonds of the Corporation now or at any time hereafter
outstanding under the Original Indenture and/or any indenture supplemental
thereto, including specifically, but without limitation, all of said First
Mortgage Bonds now outstanding and said $100,000,000 aggregate principal amount
of bonds of Series U, according to their tenor and effect, and further to secure
the observance and performance of all of the covenants, agreements and
conditions contained in the Original Indenture or in any indenture supplemental
thereto, and without in any way limiting the generality or effect of the
Indenture insofar as by any provision thereof any of the property therein or
hereafter described or referred to is now subject or intended to be subject to
the lien and operation thereof, but to such extent confirming such lien and
operation, the Corporation has executed and delivered this Supplemental
Indenture and has granted, bargained, sold, released, conveyed, mortgaged,
assigned, transferred, pledged, set over and confirmed, and does hereby grant,
bargain, sell, release, convey, mortgage, assign, transfer, pledge, set over and
confirm unto Bankers Trust Company of California, N.A., the Trustee, and to its
successor or successors in the trust created by the Original Indenture and/or
any indenture supplemental thereto, and to its and their assigns, forever, with
power of sale, subject, to the extent applicable by the terms of the Indenture
to any of the properties hereinafter referred to or described, to the exceptions
(other than as expressly provided in the granting clauses of said Supplemental
Indentures dated respectively as of June 1, 1956, July 1, 1957, October 1, 1959,
July 1, 1963, September 1, 1964 and December 1, 1966 with respect to exception
(f) set forth on page 67 of the Original Indenture and reading as follows: "(f)
Any gas and/ or oil acreage, gas and/or oil wells, gas and/or oil reserves, or
gas and/or oil leaseholds hereafter acquired by the Corporation, or any property
or equipment now or hereafter owned by the Corporation and used for the
development of gas and/or oil acreage or for the drilling for or production of
gas and/or oil from such acreage"; which exception (f) is by said granting
clauses
6
expressly made inapplicable to certain therein specified parcels of property),
reservations, conditions, terms and provisions provided in the Indenture with
respect to properties subject or intended to be subject thereto, all of the
properties and assets of the corporation, real, personal and mixed, of every
kind and character, whether now or hereafter owned by the Corporation and
wheresoever situated, including, without in any way limiting or modifying the
generality or effect of the foregoing, all and singular, the following
properties:
FIRST: All of the lots, pieces and parcels of land and rights or interests
in real property situate in the Counties in the State of California,
specifically described and mentioned or enumerated in Schedule A attached
hereto, to which reference is hereby made and the same is made a part hereof
with the same force and effect as if the same were here set forth at length.
SECOND: All and singular the plants, properties, equipment, real and
personal property, estates, interests, goodwill, generating, transmission,
feeding, storing, and distribution systems, and utilities of the Corporation
situate in the Counties of Fresno, Imperial, Kern, Kings, Los Angeles, Orange,
Riverside, San Bernardino, San Diego, San Luis Obispo, Santa Barbara, Tulare and
Ventura, and elsewhere, in the State of California, with all and singular the
franchises, ordinances, grants, easements, licenses, powers, immunities,
permits, privileges, appurtenances, tenements and other rights and property
thereunto appertaining or belonging, as the same now exist and as the same and
any and all parts thereof may hereafter exist or be improved, added to,
enlarged, extended or acquired in said counties or elsewhere in said state or
any other state or states.
THIRD: All other property, real, personal and mixed, of every kind, nature
and description (including, without in any way limiting the effect or the
generality hereof, all facilities: all stocks, bonds and other securities from
time to time conveyed, assigned, transferred, mortgaged or pledged on behalf of
the Corporation, or with its consent, to the Trustee in the manner and for the
purposes as provided in the Indenture; all gas manufacturing plants, boilers,
engines, compressors, motors, pumps, generators, gasholders, tanks, appliances,
oil storage facilities, gas storage facilities, wells, buildings, structures,
plants, works and other improvements; all gas transmission and distributing
lines and systems: all meters and regulators and all other apparatus, machinery,
appliances, tools, furniture, fixtures, supplies, facilities and utilities and
other personal property; or any right or interest in any thereof; all business
and goodwill, rights, consents, franchises, ordinances, licenses,
7
agreements, contracts, permits, easements, rights of way, leases and leasehold
interests; powers, grants, privileges and immunities to construct, operate and
maintain lines and other facilities or properties for conveying gas or other
commodity or utility for any purpose or purposes through, under and over public
streets or highways, or public or private places or property; all reversions,
remainders, tolls, incomes, revenues, earnings, rents, issues and profits of any
property, real, personal and mixed; and all other classes and types of property
described or referred to in the Original Indenture, or any indenture
supplemental thereto), now or hereafter owned, held, possessed, acquired or
enjoyed by or in any manner conferred upon or appertaining to the Corporation,
including the interest of the Corporation in all leases now or hereafter owned
by it, together with all and singular the tenements, hereditaments, and
appurtenances belonging or in any way appertaining to each and every part of any
and all property subject or intended to be subject to the lien and operation of
the Original Indenture as supplemented, and the reversion and reversions,
remainder and remainders, tolls, incomes, revenues, earnings, rents, issues and
profits thereof.
SAVING AND EXCEPTING, however, from the property hereby mortgaged, conveyed
in trust and/or pledged, all property, whether now owned by the Corporation or
hereafter acquired by it, expressly saved and excepted from the lien of the
Indenture and therein referred to as the "excepted property" (except as
otherwise expressly provided in any Supplemental Indenture hereinabove
mentioned, with respect to exception (f) of said "excepted property"), unless
and until, upon the occurrence of an event of default under the Indenture, the
Trustee, or any receiver appointed thereunder, shall take possession of any or
all of such excepted property.
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of bonds of the Corporation,
now or hereafter outstanding under the Indenture as from time to time in effect,
and for the enforcement and payment of said bonds and interest thereon when
payable, and the performance of and compliance with the covenants and conditions
of the Indenture as from time to time in effect, without any preference,
distinction or priority as to lien or otherwise of any of said bonds over any
others thereof by reason of the difference in the time of the actual issue, sale
or negotiation thereof, or for any other reason whatsoever, except as otherwise
expressly provided in the Indenture as from time to time in effect, so that each
and every such bond shall have the same lien and so that the principal and
interest of every such bond shall, subject to the
8
terms thereof, be equally and proportionately secured by said lien, as if such
bond had been made, executed, delivered, sold and negotiated simultaneously with
the execution and delivery of the Original Indenture.
IT IS HEREBY COVENANTED, DECLARED, AND AGREED by and between the parties
hereto that all such bonds are issued, authenticated and delivered, or are to be
issued, authenticated and delivered, and that all property subject, or to become
subject, to the Original Indenture, including any indenture supplemental
thereto, is to be held, subject to the covenants, conditions, uses and trusts
therein set forth.
It is hereby further stipulated and provided:
ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION,
TRANSFER AND EXCHANGE OF BONDS
OF SERIES U, DUE 1993
Section 1.01. The bonds of Series U may be issued at any time or from time
to time upon and subject to the terms and provisions of the Indenture. Unless
and until the taking of further appropriate action by the Board of Directors of
the Corporation the bonds of said Series shall be without limitation as to
aggregate authorized principal amount.
Section 1.02. The bonds of Series U 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 bonds of said Series
shall be substantially in the following form:
[FORM OF REGISTERED BOND WITHOUT COUPONS, SERIES U, DUE 1993]
SOUTHERN CALIFORNIA GAS COMPANY
[Incorporated under the laws of the State of California]
FIRST MORTGAGE BOND, SERIES U, DUE 1993
(8 7/8%)
No. ________ $____________
SOUTHERN CALIFORNIA GAS COMPANY, a corporation organized and existing under
the laws of the State of California (hereinafter
9
called the "Corporation", which term shall include any successor corporation, as
defined the Indenture hereinafter referred to), 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 the fifteenth day of January,
1993, and to pay interest thereon to the registered owner hereof from the date
of this bond, at the rate of 8 7/8% per annum in like lawful money, payable
semi-annually, on the fifteenth days of January and July in each year,
commencing July 15, 1988 until the Corporation's obligation with respect to the
payment of such principal shall be discharged as provided in the Indenture
hereinafter mentioned. Both the principal of and interest on this bond will be
paid at the corporate trust office of Bankers Trust Company of California, N.A.,
or its successor trustee under said Indenture, in the City and County of San
Francisco, State of California or at the corporate trust office of the Trustee
in the City of Los Angeles, State of California, or, at the option of the
registered owner hereof, principal will be paid at the office or agency of the
Corporation in the City of New York, State of New York.
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 set
forth at this place.
IN WITNESS WHEREOF, SOUTHERN CALIFORNIA GAS COMPANY has caused this bond to
be signed in its corporate name by the facsimile signature of its authorized
officer and a facsimile of its corporate seal to be hereto affixed and attested
by its Secretary or an Assistant Secretary.
Dated:
SOUTHERN CALIFORNIA GAS COMPANY
By
-----------------------------
Vice President and Controller
(CORPORATE SEAL)
Attest:
-----------------------------------
Secretary
10
[REVERSE SIDE -- FORM OF REGISTERED BOND
WITHOUT COUPONS, SERIES U, DUE 1993]
This bond is one of a duly authorized issue of bonds of the Corporation
(herein called the "bonds"), of the series hereinafter specified, all issued and
to be issued under and all equally and ratably secured by a mortgage and deed of
trust dated October 1, 1940, between the Corporation and Bankers Trust Company
of California, N.A., as successor trustee, to which mortgage and deed of trust
and all indentures supplemental thereto, including Supplemental Indentures
dated, respectively, as of July 1, 1947, August 1, 1955, June 1, 1956, December
1, 1956, June 1, 1965, August 1, 1972, May 1, 1976, September 15, 1981, and May
18, 1984 (herein collectively referred to as the "Indenture"), reference is
hereby made for a description of the property conveyed in trust, mortgaged and
pledged, the nature and extent of the security, the rights of the registered
owners of the bonds and of the Trustee or trustees in respect thereof, the terms
and conditions upon which the bonds are, and are to be, secured and the
circumstances under which additional bonds may be issued. The bonds may be
issued for various principal sums and may be issued in series, which may mature
at different times, may bear interest at different times, may bear interest at
different rates and may otherwise vary as in the Indenture provided. This bond
is one of a series designated as the "First Mortgage Bonds, Series U, due 1993"
(herein called "bonds of Series U") of the Corporation, issued under and secured
by the Indenture.
As provided in the Indenture, by any indenture or indentures supplemental
thereto executed by the Corporation and the Trustee and consented to by the
holders of not less than two-thirds (2/3) in principal amount of the bonds at
the time outstanding, and, in case one or more, but less than all, of the series
of bonds then outstanding are affected by such supplemental indenture, consented
to by the holders of at least two-thirds (2/3) in principal amount of the bonds
of each series so affected, the Indenture or any indenture supplemental thereto
and the rights and obligations of the Corporation and the holders of bonds, may
be modified or altered from time to time, as provided in the Indenture;
provided, however, (a) that the right of any holder of any bond to receive
payment of the principal of the interest on such bond, on or after the
respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected by any such supplemental indenture without the consent of
such holder, and (b) that no such modification or alteration shall
11
reduce the proportions of bondholders' consents required as aforesaid; such
proportions to be determined in each case as provided in the Indenture.
The bonds of Series U are entitled to the benefits of the Renewal Fund as
provided in the Indenture.
The bonds of Series U are not subject to redemption prior to maturity.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all bonds then outstanding under the Indenture may be declared or
become due and payable upon the conditions and in the manner and with the effect
provided in the Indenture.
This bond is transferable by the registered owner hereof at the office or
agency of the Corporation in said City and County of San Francisco, in said City
of Los Angeles, in the borough of Manhattan, City of New York and in such other
place or places as the Corporation may designate at any time or from time to
time, and thereupon a new fully registered bond or bonds of said series, without
coupons, of authorized denomination or denominations, of a like aggregate
principal amount, will be issued to the transferee or transferees in exchange
for this bond; and at any of said offices or agencies fully registered bonds of
Series U, without coupons, are exchangeable for a like aggregate principal
amount of other such fully registered bonds of authorized denominations; all in
the manner and subject to the conditions as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this bond or for any claim based hereon or on the Indenture or any
indenture supplemental thereto, against any incorporator, stockholder, director
or officer, past, present or future, of the Corporation, or of any predecessor
or successor corporation, either directly or through the Corporation, or any
such predecessor or successor corporation, 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 waived and released by every
registered owner hereof by the acceptance of this bond and as part of the
consideration for the issue hereof, and being likewise waived and released by
the terms of the Indenture.
This bond shall not become valid or obligatory for any purpose or be
entitled to any benefit under the Indenture until Bankers Trust Company of
California, N.A., or its successor as Trustee under the Indenture, or an
12
authenticating agent, shall have signed the form of certificate endorsed hereon.
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE
This bond is one of the bonds, of the series designated therein, described
in the within-mentioned Indenture.
BANKERS TRUST COMPANY, or BANKERS TRUST COMPANY,
OF CALIFORNIA, N.A., Authenticating Agent
Trustee
By By
------------------------------ ------------------------------
Authorized Officer Authorized Officer
The bonds of Series U 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.
The fully registered bonds of Series U shall be assumable in denominations
of $1,000 and any multiple of $1,000 and shall be dated as provided in paragraph
1 of Section 2.01 of the Original Indenture. The definitive bonds of Series U
shall be numbered in such manner as the Corporation shall at any time or from
time to time determine.
SECTION 1.03. In the manner and subject to certain conditions and
limitations specified herein and in the Indenture, bonds of Series U may be
exchanged without a service charge for a like aggregate principal amount of such
bonds of Series U of other authorized denomination or denominations.
SECTION 1.04. The Corporation shall maintain in the City and County of San
Francisco and in the City of Los Angeles, State of California, and also in the
Borough of Manhattan, City of New York, State of New York, and in such other
place or places as the Corporation may designate at any time or from time to
time, an office or agency where bonds of Series U 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 San
13
Francisco shall be the corporate trust office of the Trustee, such office or
agency in the city of Los Angeles shall be the corporate trust office of the
Trustee in said City, and such office or agency in the Borough of Manhattan,
City of New York shall be the principal office of Bankers Trust Company unless
and until the Corporation shall designate another office or agency by notice in
writing delivered to the Trustee.
SECTION 1.05. No transfer or exchange of any bonds of Series U 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
bond and of the Indenture.
ARTICLE II
INTEREST, MATURITY DATE, REDEMPTION, RENEWAL FUND AND
CERTAIN OTHER PROVISIONS OF BONDS OF SERIES U,
DUE 1993.
SECTION 2.01. The bonds of Series U shall bear interest at the rate, shall
be expressed to mature as to principal, and shall be payable as to principal and
interest at such place or places and in such money, all as provided in the form
of such bonds set forth in Section 1.02 hereof and by the applicable provisions
of the Indenture.
SECTION 2.02. The bonds of Series U shall not be subject to redemption
prior to maturity.
SECTION 2.03 The bonds of Series U shall be entitled to the benefits of the
Renewal Fund as provided in the Indenture.
SECTION 2.04. The Corporation may at any time deliver to the Trustee for
cancellation any bonds of Series U previously authenticated and delivered under
the Indenture which the Corporation may have acquired in any manner whatsoever
and all bonds of Series U so delivered shall be promptly cancelled by the
Trustee upon the request of the Corporation.
SECTION 2.05 The bonds of Series U shall, except as in this Supplemental
Indenture otherwise expressly provided, be on the terms and provisions, and
shall represent such rights and be entitled to such benefits, as are applicable
thereto by the terms of the Indenture.
14
ARTICLE III
SUNDRY PROVISIONS.
SECTION 3.01. The recitals of fact contained herein shall be taken as the
statements of the Corporation, and the Trustee assumes no responsibility for the
correctness of the same. The Corporation hereby covenants and agrees that it
will cause this Supplemental Indenture to be kept recorded and/or filed as may
be required by law, in such manner and in such places as may be necessary fully
to preserve and protect the security of the bondholders and all of the rights of
the Trustee hereunder, and that it will with all reasonable dispatch deposit
with the Trustee counterparts of this Supplemental Indenture bearing official
notation or endorsements showing such recordation and/or filing, or in case such
counterparts are not returned to the Corporation, furnish to the Trustee the
best official evidence of such recordation and/or filing reasonably obtainable
by the Corporation, or evidence of the taking of such other action, if any, but
the Trustee, subject to the provisions of Sections 14.02 and 14.03 of said
Original Indenture, shall in no wise be liable for any failure or omission in
this regard.
SECTION 3.02. The date of this Supplemental Indenture and the date of the
bonds of Series U are intended as and for a date for the convenient
identification of this Supplemental Indenture and of the bonds of said series,
and are not intended to indicate that this Supplemental Indenture was executed
and delivered or that said bonds were executed, delivered or issued on said
date; it being hereby provided that this Supplemental Indenture may be executed
and delivered, and that said bonds may be executed, delivered or issued, either
on said date or before or after said date, and that this Supplemental Indenture
is in fact executed and delivered by each party hereto on the date of its
certificate of acknowledgement hereto attached.
SECTION 3.03. This Supplemental Indenture shall be deemed to be part of the
Original Indenture, and the Corporation agrees to conform to and comply with all
and singular the terms, provisions, conditions and covenants set forth therein
and herein. This Supplemental Indenture shall be construed in connection with
and as a part of the Original Indenture, as heretofore amended and supplemented.
SECTION 3.04. It is further agreed that the Trustee accepts the trust
imposed upon it by this Supplemental Indenture, upon and subject to the
15
same terms and conditions as are expressed in Article XIV of the Original
Indenture.
SECTION 3.05. In order to facilitate the recording of this Supplemental
Indenture, the same may be executed in several counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall
collectively constitute one and the same instrument.
IN WITNESS WHEREOF, Southern California Gas Company has caused this
Supplemental Indenture to be signed in its corporate name by one of its Vice
Presidents or its Treasurer and its Secretary or an Assistant Secretary and its
corporate seal to be hereunto duly affixed, Bankers Trust Company of California,
N.A., in token of its succession to the trust established by the Original
Indenture and acceptance of the trust hereby established, has caused this
Supplemental Indenture to be signed in its corporate name by one of its Vice
Presidents and its Secretary or an Assistant Secretary, and its corporate seal
to be hereunto duly affixed, and Wells Fargo Bank, National Association, in
token of the succession to it by Bankers Trust Company of California, N.A., of
the trust established by the Original Indenture, has caused this Supplemental
Indenture to be signed in its corporate
16
name by one of its Vice Presidents and one of its Assistant Secretaries, and its
corporate seal to be hereunto duly affixed, all as of January 15, 1988.
Attest: SOUTHERN CALIFORNIA GAS COMPANY
VIRGINIA A. ROBINSON By H.T. JOHNSON
------------------------------ ------------------------------
Secretary Treasurer
(SEAL)
ATTEST: BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.
L. LOPES By J.M. KELDSEN
------------------------------ ------------------------------
Assistant Secretary Vice President
(SEAL)
ATTEST: WELLS FARGO BANK, NATIONAL
ASSOCIATION
JACK W. WETZEL By DOROTHY HAIR
------------------------------ ------------------------------
Assistant Secretary Vice President
(SEAL)
17
STATE OF CALIFORNIA ) ss.:
COUNTY OF LOS ANGELES )
On this 15th day of January, 1988, before me, Christina E. Tracy, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared H. T. Johnson, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the Treasurer, and Virginia A. Robinson, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
Secretary, of SOUTHERN CALIFORNIA GAS COMPANY, one of the corporations named in
and which executed the foregoing instrument, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the persons who executed the
within instrument on behalf of said Corporation, and acknowledged to me that
said Corporation executed the same, and acknowledged to me that said Corporation
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
CHRISTINA E. TRACY
------------------------------
Notary Public of the
State of California
(SEAL)
My Commission Expires August 29, 1989.
18
STATE OF CALIFORNIA ) ss.:
COUNTY OF SAN FRANCISCO )
On this 15th day of January, 1988, before me, Daniel J. Nerney, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared M. Keldsen, personally known to me (or proved to me on the basis of
satisfactory evidence) to be a Vice President, and L. Lopes, personally known to
me (or proved to me on the basis of satisfactory evidence) to be an Assistant
Secretary, of BANKERS TRUST COMPANY OF CALIFORNIA, N.A., one of the corporations
named in and which executed the foregoing instrument, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the persons who
executed the within instrument on behalf of said Corporation, and acknowledged
to me that said Corporation executed the within instrument pursuant to its
by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
DANIEL J. NERNEY
------------------------------
Notary Public of the
State of California
(SEAL)
My Commission expires May 20, 1991.
19
STATE OF CALIFORNIA ) ss.:
COUNTY OF SAN FRANCISCO )
On this 15th day of January, 1988, before me, Daniel J. Nerney, a Notary
Public of the State of California, duly commissioned and sworn, personally
appeared Dorothy Hair, personally known to me (or proved to me on the basis of
satisfactory evidence) to be a Vice President, and Jack W. Wetzel, personally
known to me (or proved to me on the basis of satisfactory evidence) to be an
Assistant Secretary, of WELLS FARGO BANK, NATIONAL ASSOCIATION, one of the
corporations named in and which executed the foregoing instrument, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
persons who executed the within instrument on behalf of said Corporation, and
acknowledged to me that said Corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
DANIEL J. NERNEY
------------------------------
Notary Public of the
State of California
(SEAL)
My Commission expires May 20, 1991.
20
SCHEDULE A
Incorporated in and made a part of the Supplemental Indenture dated as of
January 15, 1988, among Southern California Gas Company, Bankers Trust Company
of California, N.A., Trustee, and Wells Fargo Bank, National Association,
Predecessor Trustee.
The descriptive names or captions do not constitute a part of the property
descriptions, being used only for convenience of reference and identification.
COUNTY OF LOS ANGELES
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Los Angeles, State of California, described
as follows:
Saticoy Distribution Base
Those portions of Lot 603 of Tract No. 1000, in the City of Los Angeles,
County of Los Angeles, State of California, as per map recorded in Book 19,
pages 1 through 34, inclusive, of Maps, in the office of the County Recorder of
said County, described as follows:
Beginning at the intersection of the easterly line of said Lot 603 with the
northerly line of the southerly 17.00 feet of said Lot; thence along said
easterly line North 0(0)01'27" West 856.43 feet to the southerly line of the
northerly 422.50 feet of said Lot; thence along said southerly line North
89(0)59'44" West 138.91 feet to the easterly line the 80.00 foot strip of land
for flood control, described as Parcel 51, as condemned by Final Decree of
Condemnation entered in Case No. 560084 of the Superior Court, in the State of
California, in and for the County of Los Angeles, a certified copy thereof being
recorded in Book 38503, page 115 of Official Records, in the office of said
County Recorder; thence along said last mentioned easterly line and along the
easterly line of the land described as Parcel 50 in certified copy of said Final
Decree recorded in Book 42894, page 361 of said Official Records, South
0(0)02'50" West 537.10 feet to the northerly line of Parcel 65 as described in
Certified Copy of said Final Decree recorded in Book 42894, page 361 of said
Official Records; thence along said northerly line South 89(0)57'10" East 1.00
feet to the easterly line of said Parcel 65; thence along said easterly line and
along the easterly line of Parcel 49 as described in certified copy of said
Final Decree recorded in Book 37633, page 338 of said
21
Official Records, South 0(0)02'50" West 319.37 feet to said northerly line of
the southerly 17.00 feet of said Lot 603; thence along said last mentioned
northerly line North 89(0)59'20" East 138.98 feet to the point of beginning.
West Valley Division Headquarters
Lot 19 of Tract No. 26561 in the City of Los Angeles, in the County of Los
Angeles, State of California, as per map recorded in Book 931, pages 86 to 91
inclusive of Maps, in the office of the County Recorder of said County.
Excepting therefrom all oil, gas and other hydrocarbon and mineral
substances lying not less than five hundred (500) feet below the surface of said
real property, provided that grantor, its successors and assigns, shall not have
the right to go upon the surface of said real property for the purpose of
extracting said oil, gas, or other hydrocarbon and mineral substances, nor for
any purpose in connection therewith, but shall have the right to extract and
remove said oil, gas and other hydrocarbon and mineral substances by means of
slant-drilled wells located on adjacent or nearby land, or by any other means
which shall not require entry upon the surface of said real property, as
reserved in that deed recorded December 30, 1986 as Instrument No. 86-1821128 of
Official Records.
South Coastal Division Headquarters
Parcel 2, in the City of Torrance, County of Los Angeles, State of
California, as shown on Parcel Map No. 19013 filed in Book 202, Pages 51 to 55,
inclusive, of Parcel Maps in the office of the County Recorder of said County.
EXCEPTING THEREFROM, all minerals, petroleum, oil, asphaltum, gas and/or
hydrocarbon substances, including helium, within or underlying said parcel at a
depth of more than 500 feet below the surface as reserved by Santa Fe Energy
Company in that certain deed dated August 21, 1980, recorded September 16, 1980
as Document No. 80-895903, in the Office of the County Recorder of Los Angeles
County.
COUNTY OF SAN BERNARDINO
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of San Bernardino, State of California,
described as follows:
22
Chino Distribution Base
The Northwest 1/4 of the Southeast 1/4 of the Southeast 1/4 of Section 11,
Township 2 South, Range 8 West, San Bernardino Base and Meridian, in the City of
Chino, according to Government Survey.
Except the Westerly 25 feet as conveyed to the City of Chino, by Deed
recorded September 03, 1948 in Book 2268 Page 144, Official Records.
Also except the South 1/2 thereof.
COUNTY OF RIVERSIDE
Those certain lots, pieces and parcels of land and other property, rights,
and estates situate in the County of Riverside, State of California, described
as follows:
Temecula Distribution Base
Parcel 2 of Parcel Map 15420, as per map recorded in Book 95, Pages 81 and
82 of Parcel Maps, in the office of the County Recorder of said County.