ONE HUNDRED EIGHTEENTH
SUPPLEMENTAL INDENTURE
Southern California Edison Company
to
The Bank of New York Mellon Trust Company, N.A.
and
D. G. Donovan,
Trustees
DATED AS OF MARCH 18, 2009
Page 1
This One Hundred Eighteenth Supplemental Indenture,
dated as of
the 18th day of March, 2009, is entered into by and between
Southern
California Edison Company (between 1930 and 1947 named "Southern
California
Edison Company Ltd."), a corporation duly organized and existing
under and by
virtue of the laws of the State of California and having its
principal office
and mailing address at 2244 Walnut Grove Avenue, in the City of
Rosemead,
County of Los Angeles, State of California 91770, and qualified to
do
business in the States of Arizona, New Mexico, and Nevada
(hereinafter
sometimes termed the "Company"), and The Bank of New York Mellon
Trust
Company, N.A., a national banking association having its mailing
address at 2
North LaSalle Street, in the City of Chicago, State of Illinois
60602
(formerly named The Bank of New York Trust Company, N.A., successor
Trustee
to The Bank of New York, which was successor Trustee to Harris
Trust and
Savings Bank), and D. G. Donovan of 2 North LaSalle Street, in the
City of
Chicago, State of Illinois 60602 (successor Trustee to R. G. Mason,
who was
successor Trustee to Wells Fargo Bank, National Association, which
was
successor Trustee to Security Pacific National Bank, formerly named
Security
First National Bank and Security-First National Bank of Los
Angeles,
successor, by consolidation and merger, to Pacific-Southwest Trust
and Savings
Bank), as Trustees (hereinafter sometimes termed the "Trustees");
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered
to said
Harris Trust and Savings Bank and said Pacific-Southwest Trust and
Savings
Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust
dated as of
October 1, 1923, which said Indenture was duly filed for record and
recorded
in the offices of the respective recorders of the following
counties: in the
State of California-Fresno County, Volume 397 of Official Records,
page 1;
Imperial County, Book 1174 of Official Records, page 966; Inyo
County, Volume
154 of Official Records, page 417; Kern County, Book 379 of Trust
Deeds,
page 196; Kings County, Volume 84 of Deeds, page 1; Los Angeles
County, Book
2963 of Official Records, page 1; Madera County, Volume 9 of
Official
Records, page 63; Merced County, Volume 363 of Official Records,
page 1;
Modoc County, Volume 230 of Official Records, page 119 et seq.;
Mono County,
Volume 64 of Official Records, page 29; Orange County, Book 496 of
Deeds,
page 1; Riverside County, Book 594 of Deeds, page 252; San
Bernardino County,
Book 825 of Deeds, page 1; San Diego County, Series 5 Book 1964,
page 84061;
Santa Barbara County, Book 229 of Deeds, page 30; Stanislaus
County, Volume
465 of Official Records, page 370; Tulare County, Volume 50 of
Official
Records, page 1; Tuolumne County, Volume 274 of Official Records,
page 568;
and Ventura County, Volume 33 of Official Records, page 1; in the
State of
Nevada-Clark County, Book 8 of Mortgages; Churchill County, Book 40
of
Official Records, page 235; Lyon County, Book 39 of Mortgages, page
1;
Mineral County, Book 13 of Official Records, page 794; Pershing
County, Book
15 of Official Records, page 612; and Washoe County, Book 83 of
Mortgages,
page 301; in the State of Arizona-La Paz County, Instrument No.
83-000212 of
Official Records; Mohave County, Book 11 of Realty Mortgages;
Maricopa
County, Docket 4349 of Official Records, page 197; and Yuma County,
Docket
369, page 310; and in the offices of the county clerks of the
following
counties in the State of New Mexico-McKinley County, Book Mtg. 50,
page 187
and filed as Document No. 10536 in the Chattel Records; and San
Juan County,
Book Mtg. 630, page 13 and filed as Document No. 17838 in the
Chattel Records
(hereinafter referred to as the "Original Indenture"), to secure
the payment
of the principal of and interest on all bonds of the Company at any
time
outstanding thereunder, and (as to certain such filings or
recordings) the
principal of and interest on all Debentures of 1919 (referred to in
the
Original Indenture and now retired) outstanding; and
WHEREAS, the Company has heretofore executed and
delivered to the
Trustees one hundred seventeen certain supplemental indentures,
dated,
respectively, as of March 1, 1927, April 25, 1935, June 24, 1935,
September 1, 1935, August 15, 1939, September 1, 1940, January 15,
1948,
August 15, 1948, February 15, 1951, August 15, 1951, August 15,
1953,
August 15, 1954, April 15, 1956, February 15, 1957, July 1, 1957,
August 15,
1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1,
1961, May
1, 1962, October 15, 1962, May 15, 1963, February 15, 1964,
February 1, 1965,
May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968,
January 15,
1969, October 1, 1969, December 1, 1970, September 15, 1971, August
15, 1972,
February 1, 1974, July 1, 1974, November 1, 1974, March 1, 1975,
March 15,
1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15,
1979,
October 1, 1979, April 1, 1980, November 15, 1980, May 15, 1981,
August 1,
1981, December 1, 1981, January 16, 1982, April 15, 1982, November
1, 1982,
November 1, 1982, January 1, 1983, May 1, 1983, December 1,
Page 2
1984, March 15,
1985, October 1, 1985, October 15, 1985, March 1, 1986, March 15,
1986, April
15, 1986, April 15, 1986, July 1, 1986, September 1, 1986,
September 1, 1986,
December 1, 1986, July 1, 1987, October 15, 1987, November 1, 1987,
February
15, 1988, April 15, 1988, July 1, 1988, August 15, 1988, September
15, 1988,
January 15, 1989, May 1, 1990, June 15, 1990, August 15, 1990,
December 1,
1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1, 1991,
February 1,
1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992,
January
15, 1993, March 1, 1993, June 1, 1993, June 15, 1993, July 15,
1993,
September 1, 1993, October 1, 1993, February 21, 2002, February 15,
2003,
October 15, 2003, December 15, 2003, January 7, 2004, February 26,
2004,
March 23, 2004, December 6, 2004, January 11, 2005, January 27,
2005, March
17, 2005, June 1, 2005, June 20, 2005, August 24, 2005, December
12, 2005,
January 24, 2006, April 4, 2006, December 4, 2006, January 14,
2008, August
13, 2008 and October 9, 2008, which modify, amend and supplement
the Original
Indenture, such Original Indenture, as so modified, amended and
supplemented,
being hereinafter referred to as the "Amended Indenture"; and
WHEREAS, there have been issued and are now outstanding
and
entitled to the benefits of the Amended Indenture, First and
Refunding
Mortgage Bonds as follows:
Series Due Date Principal Amount
2004A 2014 300,000,000
2004B 2034 525,000,000
2004D 2035 79,400,000
2004E 2035 65,000,000
2004F 2015 300,000,000
2004G 2035 350,000,000
2005A 2016 400,000,000
2005B 2036 250,000,000
2005D 2029 203,460,000
2005E 2035 350,000,000
2005F 2035 248,585,000
2006A 2036 350,000,000
2006C 2028 196,000,000
2006D 2033 135,000,000
2006E 2037 400,000,000
2008A 2038 600,000,000
2008B 2018 400,000,000
2008C 2014 500,000,000
WHEREAS, the Company proposes presently to issue in
fully
registered form only, without coupons, two new series of the
Company's First
and Refunding Mortgage Bonds, pursuant to resolutions of the Board
of
Directors or the Executive Committee of the Board of Directors of
the
Company, or actions by one or more officers of the Company, said
new series
to be designated as Series 2009A and Series 2009B (collectively
referred to
herein as the "Bonds"), and the Company's authorized bonded
indebtedness has
been increased to provide for the issuance of the Bonds; and
WHEREAS, the Company has acquired real and personal
property
since the execution and delivery of the One Hundred Seventeenth
Supplemental
Indenture which, with certain exceptions, is subject to the lien of
the
Amended Indenture by virtue of the after-acquired property clauses
and other
clauses thereof, and the Company now desires in this One Hundred
Eighteenth
Supplemental Indenture (hereinafter sometimes referred to as this
"Supplemental Indenture") expressly to convey and confirm unto the
Trustees
all properties, whether real, personal or mixed, now owned by the
Company
(with the exceptions hereinafter noted); and
WHEREAS, for the purpose of further safeguarding the
rights and
interests of the holders of bonds under the Amended Indenture, the
Company
desires, in addition to such conveyance, to enter into certain
covenants with
the Trustees; and
Page 3
WHEREAS, the making, executing, acknowledging,
delivering and
recording of this Supplemental Indenture have been duly authorized
by proper
corporate action of the Company, and the Trustees have each duly
determined
to execute and accept this Supplemental Indenture;
NOW, THEREFORE, in order further to secure the payment
of the
principal of and interest on all of the bonds of the Company at any
time
outstanding under the Amended Indenture, as from time to time
amended and
supplemented, including specifically, but without limitation, the
First and
Refunding Mortgage Bonds, Series 2004A, Series 2004B, Series 2004D,
Series
2004E, Series 2004F, Series 2004G, Series 2005A, Series 2005B,
Series 2005D,
Series 2005E, Series 2005F, Series 2006A, Series 2006C, Series
2006D, Series
2006E, Series 2008A, Series 2008B and Series 2008C, referred to
above, all of
said bonds having been heretofore issued and being now outstanding,
and the
Bonds, in the initial aggregate principal amount of $750,000,000,
to be
presently issued and outstanding; and to secure the performance and
observance of each and every of the covenants and agreements
contained in the
Amended Indenture, and without in any way limiting (except as
hereinafter
specifically provided) the generality or effect of the Original
Indenture or
any of said supplemental indentures executed and delivered prior to
the
execution and delivery of this Supplemental Indenture insofar as by
any
provision of any said Indenture any of the properties hereinafter
referred to
are subject to the lien and operation thereof, but to such extent
(except as
hereinafter specifically provided) confirming such lien and
operation, and
for and in consideration of the premises, and of the sum of One
Dollar
($1.00) to the Company duly paid by the Trustees, at or upon the
ensealing
and delivery of these presents (the receipt whereof is hereby
acknowledged),
the Company has executed and delivered this Supplemental Indenture
and has
granted, bargained, sold, aliened, released, conveyed, assigned,
transferred,
warranted, mortgaged, and pledged, and by these presents does
grant, bargain,
sell, alien, release, convey, assign, transfer, warrant, mortgage,
and pledge
unto the Trustees, their successors in trust and their assigns
forever, in
trust, with power of sale, all of the following:
All and singular the plants, properties (including
goods which
are or are to become fixtures), equipment, and generating,
transmission,
feeding, storing, and distributing systems, and facilities and
utilities of
the Company in the Counties of Fresno, Imperial, Inyo, Kern, Kings,
Los
Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside, San
Bernardino, San
Diego, Santa Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in
the State
of California, Churchill, Clark, Lyon, Mineral, Pershing, and
Wash
