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