EXHIBIT 4.1
SOUTHERN CALIFORNIA
GAS
COMPANY
TO
U.S. BANK NATIONAL
ASSOCIATION
(successor by merger to U.S. Bank
Trust National Association,
formerly known as First Trust of
California, National Association)
TRUSTEE
SUPPLEMENTAL
INDENTURE
To Base Indenture dated
October 1, 1940
Dated as of November 21,
2008
TABLE OF CONTENTS
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PAGE
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P
ARTIES
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1
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R
ECITALS :
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1
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G
RANTING C LAUSES :
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3
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H
ABENDUM AND D ECLARATION OF T
RUST
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4
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ARTICLE I
AMOUNT, FORM, NUMBERING, DENOMINATION, TRANSFER AND EXCHANGE OF
SERIES LL BONDS, DUE 2014
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5
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S
ECTION 1.01.
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A
UTHORIZED AMOUNT OF S
ERIES LL B ONDS , DUE 2014
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5
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S
ECTION 1.02.
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S
ERIES LL B ONDS , DUE 2014; ISSUABLE AS FULLY REGISTERED BONDS
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5
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S
ECTION 1.03.
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G
LOBAL S ECURITIES
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5
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S
ECTION 1.04.
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F
ORM OF L
EGEND FOR G LOBAL S ECURITY
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6
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S
ECTION 1.05.
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F
ORM OF REGISTERED BONDS AND CERTIFICATE
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7
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S
ECTION 1.06.
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O
THER P ROVISIONS AND E NDORSEMENTS
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7
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S
ECTION 1.07.
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D
ENOMINATIONS ; N UMBER
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7
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S
ECTION 1.08.
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E
XCHANGEABILITY OF S
ERIES LL B ONDS , DUE 2014
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7
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S
ECTION 1.09.
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O
FFICES OR AGENCIES FOR PAYMENT , REGISTRATION , TRANSFER AND EXCHANGE OF S
ERIES LL B ONDS , DUE 2014
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7
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S
ECTION 1.10.
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C
ERTAIN CONDITIONS AS TO
TRANSFER , ETC ., OF S
ERIES LL B ONDS , DUE 2014
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7
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ARTICLE II
INTEREST, MATURITY DATE, REDEMPTION AND CERTAIN OTHER PROVISIONS OF
SERIES LL BONDS, DUE 2014
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8
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S
ECTION 2.01.
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I
NTEREST RATE , MATURITY DATE AND PLACES AND MEDIUM OF PAYMENT OF S
ERIES LL B ONDS , DUE 2014
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8
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S
ECTION 2.02.
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R
EDEMPTION OF S
ERIES LL B ONDS , DUE 2014
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8
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S
ECTION 2.03.
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C
ANCELLATION OF S
ERIES LL B ONDS , DUE 2014
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8
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S
ECTION 2.04.
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O
THER PROVISIONS OF S
ERIES LL B ONDS , DUE 2014
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8
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S
ECTION 2.05.
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R
ENEWAL F UND FOR S ERIES LL
B ONDS , DUE 2014
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8
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i
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S
ECTION 2.06.
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D
EFEASANCE OF S
ERIES LL B ONDS , DUE 2014
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8
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ARTICLE III SUNDRY PROVISIONS
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10
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S
ECTION 3.01.
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T
RUSTEE NOT RESPONSIBLE FOR RECITALS ; RECORDATION OF S
UPPLEMENTAL I NDENTURE AS REQUIRED BY LAW
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10
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S
ECTION 3.02.
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D
ATE OF S
UPPLEMENTAL I NDENTURE AND S ERIES LL
B ONDS , DUE 2014, ARE DATES OF IDENTIFICATION
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10
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S
ECTION 3.03.
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S
UPPLEMENTAL I NDENTURE DEEMED TO BE
PART OF B
ASE I NDENTURE
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10
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S
ECTION 3.04.
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T
RUSTEE ACCEPTS TRUSTS ON SAME TERMS EXPRESSED IN B
ASE I NDENTURE
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10
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S
ECTION 3.05.
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E
XECUTION OF S
UPPLEMENTAL I NDENTURE IN COUNTERPARTS
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10
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S
ECTION 3.06.
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D
EFINED TERMS
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10
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S
ECTION 3.07.
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C
ONFLICTING PROVISIONS
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10
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S
ECTION 3.08.
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G
OVERNING L AW
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11
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S
ECTION 3.09.
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O
THER SUNDRY PROVISIONS
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11
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T
ESTIMONIUM
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S-1
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S
IGNATURES AND S EALS
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S-1
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E
XHIBIT A
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A-1
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ii
THIS SUPPLEMENTAL INDENTURE, dated
as of November 21, 2008 (this “ Supplemental
Indenture ”), 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
”) and U.S. BANK NATIONAL ASSOCIATION (successor by merger to
U.S. Bank Trust National Association, formerly known as First Trust
of California, National Association), an association duly organized
and existing under the laws of the United States of America and
having a corporate trust office in the City and County of Los
Angeles, State of California (hereinafter, together with its
predecessors as trustees under the Indenture referred to below,
sometimes called the “ Trustee ”).
WITNESSETH:
WHEREAS, the Corporation has
executed and delivered to the Trustee a certain Indenture
(hereinafter referred to as the “ Base 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 Base 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, April 1,
1982, August 15, 1983, May 18,
1984, December 16, 1985, March 1,
1986, November 15, 1986, December 1, 1986,
January 15, 1988, June 15, 1988, November 1,
1988, December 1, 1990, October 1,
1991, August 15, 1992, December 15,
1992, March 1, 1993, June 15, 1993,
November 1, 1993, November 15, 1993, October 1,
2002, October 17, 2003, December 15,
2003, December 10, 2004 and November 18, 2005
supplementing and amending the Base Indenture (each, a “
Prior Supplemental Indenture ,” and the Base Indenture
together with all Prior Supplemental Indentures and this
Supplemental Indenture being herein collectively referred to as the
“ Indenture ”); and
WHEREAS, the Base Indenture and the
Prior 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 the Prior
Supplemental Indenture dated as of June 1, 1956; the Prior
Supplemental Indentures dated, respectively, as of June 1,
1956 and December 1, 1956, are so recorded as stated in the
Prior Supplemental Indenture dated as of July 1, 1957; the
Prior Supplemental Indenture dated as of July 1, 1957 and each
subsequently dated Prior Supplemental Indenture (other than the
Prior Supplemental Indenture dated November 18, 2005) is so
recorded as stated in the Prior Supplemental Indenture dated as of
the next succeeding date; and the Prior Supplemental Indenture
dated as of November 18, 2005 is recorded in the offices of
the County Recorders in the Counties of the State of California, as
follows:
1
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Fresno
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Official
Records, Document 2005-0276818
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November 23,
2005
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Imperial
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Official
Records, Document 2006-005452
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January 30,
2006
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Kern
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Official
Records, Document 0205327931
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November 23,
2005
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Kings
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Official
Records, Document 0603500
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February 2,
2006
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Los Angeles
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Official
Records, Document 05-2883118
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November 28,
2005
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Orange
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Official
Records, Document 2005000945694
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November 28,
2005
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Riverside
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Official
Records, Document 2005-0981668
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November 29,
2005
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San Bernardino
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Official
Records, Document 2005-0937775
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December 9,
2005
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San Diego
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Official
Records, Document 2005-1016338
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November 23,
2005
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San Luis Obispo
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Official
Records, Document 2005100463
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December 1,
2005
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Santa Barbara
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Official
Records, Document 2006-0008906
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February 1,
2006
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Tulare
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Official
Records, Document 2006-0030332
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March 22,
2006
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Ventura
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Official
Records, Document 20051130-0294709
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November 30,
2005
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WHEREAS, bonds of the Corporation of
five (5) series designated, respectively, as its “First
Mortgage Bonds, Series GG, Due 2012,” “First Mortgage
Bonds, Series HH, due 2018,” “First Mortgage Bonds,
Series II, Due 2011,” “First Mortgage Bonds, Series JJ,
Due 2009” and “First Mortgage Bonds, Series KK, due
2035” are outstanding as a part of the First Mortgage Bonds
referred to in the Indenture, each such 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 Indenture, the Board of Directors
has, by resolution duly adopted and delivered to the Trustee,
authorized the creation, as a part of the First Mortgage Bonds
referred to in the Indenture, a new series of bonds designated
“First Mortgage Bonds, Series LL, due 2014” (the
“ Series LL Bonds ”), of the form, terms and
provisions provided herein, which new series of bonds, unless and
until the taking of further appropriate action by the Board of
Directors, is to be without limitation as to aggregate authorized
principal amount and of which series of bonds in the aggregate
principal amount of $250,000,000 are to be presently issued;
and
WHEREAS, under the provisions of
Sections 2.02 and 16.01 of the Indenture, the Corporation and the
Trustee may execute and deliver a Supplemental Indenture
(i) to set forth the particulars, permitted by
Section 2.01 of the Indenture, as to which the Series LL Bonds
may vary from the bonds of the other series of the First Mortgage
Bonds, and (ii) for any purpose not inconsistent with the
terms of the 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 issuance of the Series
LL Bonds and the encumbrance of the Corporation’s property to
secure the Series LL Bonds pursuant to this Supplemental Indenture
have been authorized by the Public Utilities Commission of the
State of California:
NOW, THEREFORE, in consideration of
the foregoing premises and of other good and valuable
consideration, receipt of which is hereby acknowledged, and in
order: (a) to set forth or
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specify (i) the form of the fully
registered Series LL Bonds, and the form of the certificate to be
endorsed on all Series LL Bonds, and (ii) the terms and
provisions of the Series LL Bonds, including the particulars
thereof which vary from the bonds of the other series of the 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 Indenture, including
specifically, but without limitation, all of the First Mortgage
Bonds now outstanding and the $250,000,000 aggregate principal
amount of Series LL Bonds and further to secure the observance and
performance of all of the covenants, agreements and conditions
contained in the Indenture, 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 U.S.
Bank National Association, the Trustee, and to its successors or
successors in the trust created by the Indenture, 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 the Prior
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 Base 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 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 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 situated
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.
SECOND: 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
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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 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 Indenture), 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
Indenture, 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
Prior 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 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 Base 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 Indenture is to be held, subject to the
covenants, conditions, uses and trusts therein set
forth.
4
ARTICLE I
AMOUNT, FORM, NUMBERING,
DENOMINATION,
TRANSFER AND EXCHANGE OF
SERIES LL BONDS, DUE 2014
Section 1.01. The Series LL Bonds
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 Series LL Bonds shall be without limitation as
to aggregate authorized principal amount.
Section 1.02. The Series LL Bonds
shall be issued only as fully registered bonds without coupons. In
addition, the Series LL Bonds may be issuable in whole or in part
in the form of one or more securities that evidences all or part of
the bonds of such series which is issued to a depository or a
nominee thereof for such series (a “ Global Security
”) and, in such case, the Board of Directors shall appoint a
clearing agency registered under the Securities Exchange Act of
1934, as amended (the “ Exchange Act ”),
designated to act as depositary (a “ depositary
”) for such Global Securities.
Section 1.03. In the event the
Series LL Bonds are issued as a Global Security the following
provisions, in addition to the provisions of the Indenture, shall
apply:
(a) Each Global Security
authenticated under the Indenture shall be registered in the name
of the depositary designated for such Global Security or a nominee
thereof and delivered to such depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute
a single bond for all purposes of this Supplemental
Indenture.
(b) Notwithstanding any other
provision in this Supplemental Indenture, no Global Security may be
exchanged in whole or in part for bonds registered, and no transfer
of a Global Security in whole or in part may be registered, in the
name of any person other than the depositary for such Global
Security or a nominee thereof unless (A) such depositary has
notified the Corporation that it is unwilling or unable to continue
as depositary for such Global Security and a successor depositary
has not been appointed by the Corporation within 90 days of receipt
by the Corporation of such notification, (B) if at any time
the depositary ceases to be a clearing agency registered under the
Exchange Act at a time when the depositary is required to be so
registered to act as such depositary and no successor depositary
shall have been appointed by the Corporation within 90 days after
it became aware of such cessation, (C) the Corporation, in its
sole discretion, executes and delivers to the Trustee a written
order signed in the name of the Corporation by its Chairman of the
Board, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary to the
effect that such Global Security, together with all other Global
Securities of the same series, shall be exchangeable as described
below, or (D) an Event of Default (as defined in
Section 1.02 of the Indenture) has occurred and is continuing
with respect to the Series LL Bonds. If any of the events described
in clauses (A) through (D) of the preceding sentence
occur, the beneficial owners of interests in the relevant Global
Securities will be entitled to
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exchange those interests for
definitive bonds and, without unnecessary delay but in any event
not later than the earliest date on which those interests may be so
exchanged, the Corporation will deliver to the Trustee definitive
bonds in such form and denominations as are required by or pursuant
to this Indenture, and of the same series, containing identical
terms and in an aggregate principal amount equal to the principal
amount of such Global Securities, such bonds to be duly executed by
the Corporation. On or after the earliest date on which such
beneficial interests may be so exchanged, such Global Securities
shall be surrendered from time to time by the depositary as shall
be specified in the order from th