Exhibit 4.10
5.29% First Mortgage Bonds due 2022, Series HHH
Supplemental Mortgage of Chattels
and
Trust Indenture
(Fiftieth Supplemental Indenture)
CALIFORNIA WATER SERVICE COMPANY
to
U.S. BANK NATIONAL ASSOCIATION
as
Trustee
Dated as of
TABLE OF CONTENTS
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| | | Page | |
| | | | | |
| ARTICLE I DEFINITIONS | | | 4 | |
| SECTION 1.01 DEFINITIONS | | | 4 | |
| | | | | |
| ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE SERIES HHH BONDS | | | 5 | |
| SECTION 2.01. Designation of Series HHH Bonds | | | 5 | |
| SECTION 2.02. Aggregate Principal Amount | | | 5 | |
| SECTION 2.03. Form; Payment of Interest and Principal on Series HHH Bonds | | | 6 | |
| | | | | |
| ARTICLE III OPTIONAL REDEMPTION | | | 6 | |
| SECTION 3.01. Optional Redemption with Premium | | | 6 | |
| SECTION 3.02. Optional Redemption at Par in Event of Condemnation | | | 6 | |
| SECTION 3.03. Pro Rata Redemption | | | 6 | |
| | | | | |
| ARTICLE IV MISCELLANEOUS | | | 7 | |
| SECTION 4.01. Notice | | | 9 | |
| SECTION 4.02. Amendment and Supplement | | | 9 | |
| SECTION 4.03. Conflicts | | | 9 | |
| SECTION 4.04. Governing Law | | | 9 | |
| SECTION 4.05. Counterparts | | | 9 | |
| SECTION 4.06. Ratification | | | 9 | |
| SECTION 4.07. Severability | | | 9 | |
Exhibits
EXHIBIT A — FORM OF SERIES HHH BONDS
EXHIBIT B — RECORDATION OF RESIGNATIONS
i
EXHIBIT C — RECORDATION OF FIRST THROUGH FORTY-NINTH SUPPLEMENTAL INDENTURES
EXHIBIT B — FORM OF PARENT GUARANTEE
ii
FIFTIETH SUPPLEMENTAL MORTGAGE OF CHATTELS and TRUST INDENTURE (this “Supplemental Indenture”) dated as of , between CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), having its Corporate Trust Office at One California Street, Suite 2100, San Francisco, CA 94111.
RECITALS
WHEREAS, the Company heretofore made, executed and delivered the Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees, dated as of the 1st day of April, 1928, (the “Original Base Indenture”), and the Original Base Indenture has been recorded in the Office of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record hereafter set forth:
| | | | | | | | | | | |
| County of | | Date of | | Volume of Official Records | | Page at Which |
| City and County | | Recordation | | (except as noted) | | Record Commences |
| Contra Costa | | May 2, 1928 | | | 141 | | | | 7 | |
| City and County of San Francisco | | May 3, 1928 | | | 1637 | | | | 346 | |
| Glenn | | May 2, 1928 | | 62
(Book of Mortgages) | | | 190 | |
| Kings | | January 7, 1929 | | | 40 | | | | 348 | |
| San Joaquin | | May 2, 1928 | | | 243 | | | | 295 | |
| Solano | | May 2, 1928 | | | 14 | | | | 7 | |
| Tulare | | May 3, 1928 | | | 260 | | | | 11 | |
| Alameda | | May 2, 1928 | | | 1877 | | | | 35 | |
| Sonoma | | May 2, 1928 | | | 196 | | | | 136 | |
| Los Angeles | | May 4, 1928 | | | 7105 | | | | 102 | |
| Butte | | May 2, 1928 | | 116
(Book of Mortgages) | | | 106 | |
| Kern | | May 3, 1928 | | | 249 | | | | 1 | |
| Shasta | | May 2, 1928 | | | 38 | | | | 80 | |
| Fresno | | May 2, 1928 | | | 894 | | | | 32 | |
| San Mateo | | January 20,1939 | | | 837 | | | | 16 | |
| Yuba | | September 12, 1942 | | | 69 | | | | 291 | |
| Santa Clara | | November 2, 1945 | | | 1305 | | | | 286 | |
| Monterey | | February 21, 1962 | | Serial No. 6604 | | | | |
| Ventura | | November 15, 1983 | | Doc. No. 130176; and | | | | |
WHEREAS, Los Angeles-First National Trust & Savings Bank changed its name to Security-First National Bank of Los Angeles and later to Security First National Bank and later to Security-Pacific National Bank; and
WHEREAS, American Trust Company changed its name to Wells Fargo Bank and Wells Fargo Bank subsequently merged into Wells Fargo Bank, National Association; and
WHEREAS, by instrument entitled “Resignations of Wells Fargo Bank, National Association as Authenticating Trustee and Security Pacific National Bank as Trustee and Appointment and Acceptance of Bank of America National Trust and Savings Association as Authenticating Trustee under Mortgage of Chattels and Trust Indenture dated as of April 1, 1928 as Supplemented, Amended and Modified from California Water Service Company” dated as of August 1, 1983, recorded in the offices of the Recorders of those counties and city and county
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of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT B, which is annexed hereto and hereby made a part hereof, (a) Wells Fargo Bank, National Association, resigned as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (b) the Company appointed Bank of America National Trust and Savings Association as successor authenticating trustee to Wells Fargo Bank, National Association, effective August 1, 1983, (c) Bank of America National Trust and Savings Association accepted such appointment as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (d) Security Pacific National Bank resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (e) the Company appointed no successor trustee to said Security Pacific National Bank, (f) Bank of America National Trust and Savings Association as of August 1, 1983 became fully vested with all the estates, properties, rights powers trusts, duties and obligations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, with like effect as if originally named as trustee therein, (g) Bank of America National Trust and Savings Association resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by First through Thirty-First Supplemental Indentures, effective December 15, 1995, (h) the Company appointed, with the concurrence of a majority of the Holders, First Trust, a subsidiary of First Trust Bank System of Minneapolis, as successor trustee to Bank of America National Trust and Savings Association, effective December 15, 1995, (i) First Trust, a subsidiary of First Trust Bank System of Minneapolis, accepted such appointment as trustee under the Original Base Indenture, as supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, (j) First Trust Bank System of Minneapolis merged with U. S. Bank Trust National Association, effective August 1, 1997; as a result of said merger, the corporate name became U. S. Bank Trust National Association, effective March 30, 1998, (k) effective January 10, 2002, U. S. Bank Trust National Association merged into U. S. Bank National Association and (l) U. S. Bank National Association became the trustee under the Original Base Indenture, as therefore supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures referred to below, said Original Base Indenture as so supplemented, amended and modified being hereinafter called the “Original Indenture;” and
WHEREAS, the Company has heretofore made, executed and delivered thirty-eight certain supplemental indentures supplemental to said Original Base Indenture, one such supplemental indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as trustees, dated January 3, 1929, hereinafter sometimes called the “First Supplemental Indenture;” twelve such supplemental indentures from said California Water Service Company to American Trust Company and Security-First National Bank of Los Angeles, as trustees, dated and hereinafter sometimes called, respectively, as follows:
| | | |
| Date | | Name |
| | | |
| August 19, 1929 | | Second Supplemental Indenture |
| February 25, 1930 | | Third Supplemental Indenture |
| February 1, 1931 | | Fourth Supplemental Indenture |
| March 23, 1932 | | Fifth Supplemental Indenture |
| May 1, 1936 | | Sixth Supplemental Indenture |
| April 1, 1939 | | Seventh Supplemental Indenture |
| November 1, 1945 | | Eighth Supplemental Indenture |
| May 1, 1951 | | Ninth Supplemental Indenture |
| May 1, 1953 | | Tenth Supplemental Indenture |
| May 1, 1954 | | Eleventh Supplemental Indenture |
| May 1, 1955 | | Twelfth Supplemental Indenture |
| November 1, 1956 | | Thirteenth Supplemental Indenture |
four supplemental indentures from California Water Service Company to Wells Fargo Bank and Security First National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:
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| | | |
| Date | | Name |
| | | |
| November 1, 1963 | | Fourteenth Supplemental Indenture |
| November 1, 1965 | | Fifteenth Supplemental Indenture |
| November 1, 1966 | | Sixteenth Supplemental Indenture |
| November 1, 1967 | | Seventeenth Supplemental Indenture |
fourteen supplemental indentures from California Water Service Company to Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:
| | | |
| Date | | Name |
| | | |
| November 1, 1969 | | Eighteenth Supplemental Indenture |
| May 1, 1970 | | Nineteenth Supplemental Indenture |
| November 1, 1970 | | Twentieth Supplemental Indenture |
| October 1, 1972 | | Twenty-first Supplemental Indenture |
| November 1, 1972 | | Twenty-second Supplemental Indenture |
| November 15, 1972 | | Twenty-third Supplemental Indenture |
| November 1, 1973 | | Twenty-fourth Supplemental Indenture |
| May 1, 1975 | | Twenty-fifth Supplemental Indenture |
| May 1, 1976 | | Twenty-sixth Supplemental Indenture |
| November 1, 1977 | | Twenty-seventh Supplemental Indenture |
| May 1, 1978 | | Twenty-eighth Supplemental Indenture |
| November 1, 1979 | | Twenty-ninth Supplemental Indenture |
| November 1, 1980 | | Thirtieth Supplemental Indenture |
| May 1, 1982 | | Thirty-first Supplemental Indenture |
and seven supplemental indentures from California Water Service Company to Bank of America National Trust and Savings Association, as trustee, dated and hereinafter sometimes called respectively as follows:
| | | |
| Date | | Name |
| | | |
| September 1, 1983 | | Thirty-second Supplemental Indenture |
| May 1, 1988 | | Thirty-third Supplemental Indenture |
| November 1, 1990 | | Thirty-fourth Supplemental Indenture |
| November 3, 1992 | | Thirty-fifth Supplemental Indenture |
| May 1, 1993 | | Thirty-sixth Supplemental Indenture |
| September 1, 1993 | | Thirty-seventh Supplemental Indenture |
| November 2, 1993 | | Thirty-eighth Supplemental Indenture; and |
WHEREAS, the First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of those counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT C, which is annexed hereto and hereby made a part hereof; and
WHEREAS, the Original Indenture as amended, supplemented and modified by the Thirty-ninth Supplemental Indenture, and as subsequently amended, supplemented and modified, is hereafter called the “Base Indenture”; and
WHEREAS, the Company has heretofore issued $20,000,000 aggregate principal amount of 5.29% Series H Senior Notes due December 1, 2022 (the “Senior Unsecured Notes”) pursuant to the Sixth Supplement dated as of December 1, 2002 to a Note Agreement dated as of March 1, 1999, (the “Note Agreement”); and
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WHEREAS, pursuant to Section 5.14 of the Note Agreement, upon issuance of an additional series of Bonds under the Original Indenture, concurrently with the issuance of such Bonds, the Company shall exchange all outstanding Senior Unsecured Notes for a new series of Bonds under the Base Indenture; and
WHEREAS, the Senior Unsecured Notes shall be exchanged for the Bonds issued under and pursuant to this Supplemental Indenture.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 DEFINITIONS
Each term used herein has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern the Bonds issued under this Supplemental Indenture. The following terms, as used herein, have the following meanings:
“Called Principal” means, with respect to any Series HHH Bonds, the principal of such Series HHH Bond that is to be redeemed pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable pursuant to Section 7.01 of the Base Indenture, as the context requires.
“Closing Date” means .
“Condemnation” with respect to any property shall have occurred if all or any portion of such property shall have been condemned or taken for any public or quasi-public use under any governmental law, order, or regulation or by right of eminent domain or sold to a municipality or other public body or agency or any other entity having the power of eminent domain or the right to purchase or order the sale of such property (a “Condemning Authority”), or any third-party designated by any such Condemning Authority, under threat of condemnation.
“Corporate Trust Office” means the office of the Trustee specified in the initial paragraph of this Supplemental Indenture or any other office specified by the Trustee from time to time pursuant to the provisions of the Base Indenture.
“Discounted Value” means, with respect to the Called Principal of any Series HHH Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series HHH Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Make-Whole Amount” shall mean in connection with any redemption or acceleration of the Series HHH Bonds the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series HHH Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.
“Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.
“Reinvestment Yield” means, with respect to the Called Principal of any Series HHH Bond, 0.50%, plus the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the fifth Business Day preceding the Settlement Date with respect to such Called Principal, on the display page of the Bloomberg Financial Markets Services Screen PX1 or the equivalent screen provided by Bloomberg Financial Markets Commodities News for actively traded U. S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the
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latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury security quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.
“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series HHH Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series HHH Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture or Section 7.01 of the Base Indenture.
“Series HHH Bonds” means the $20,000,000 aggregate principal amount of 5.29% First Mortgage Bonds due December 1, 2022, Series HHH, authenticated and delivered under this Supplemental Indenture.
“Settlement Date” means, with respect to the Called Principal of any Series HHH Bond, the date on which such Called Principal is to be redeemed pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable pursuant to Section 7.01 of the Base Indenture, as the context requires.
“Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.
ARTICLE II
CERTAIN TERMS AND ISSUANCE OF THE SERIES HHH BONDS
SECTION 2.01. Designation of Series HHH Bonds.
The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Series HHH Bonds and shall not apply to any other Bonds that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “5.29% First Mortgage Bonds due 2022, Series HHH.”
SECTION 2.02. Aggregate Principal Amount.
The aggregate principal amount of the Series HHH Bonds which may be authenticated and delivered pursuant to this Supplemental Indenture is $20,000,000, except for Series HHH Bonds authenticated and delivered in accordance with Sections 2.15, 2.16, 2.18, 4.07 and 12.06 of the Base Indenture.
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SECTION 2.03. Form; Payment of Interest and Principal on Series HHH Bonds.
(a) General. Without limiting the foregoing provisions of this Article II, the Series HHH Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto. The Series HHH Bonds will be issued in denominations of $1,000 and integral multiples thereof. To the extent that any provision of the Definitive Bonds representing the Series HHH Bonds conflicts with the express provisions of this Supplemental Indenture or the Base Indenture, this Supplemental Indenture or the Base Indenture shall govern and be controlling.
(b) Payment of Interest and Principal on Series HHH Bonds.The Series HHH Bonds will mature on December 1, 2022 and will bear interest at the rate of 5.29% per annum. Interest on the Series HHH Bonds will be payable semi-annually in arrears on May 1 and November 1 of each year to the Holders thereof at the close of business on the immediately preceding April 15 and October 15 of each year. Interest on the Series HHH Bonds will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date;provided thatfor purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) any overdue installment of interest shall bear interest at the rate of 7.29% per annum after the date due, whether by acceleration or otherwise, until paid. In addition, after the occurrence and during the continuation of any other Event of Default under the Base Indenture or this Supplemental Indenture, all amounts owing under the Series HHH Bonds shall, to the extent permitted by applicable law, bear additional interest at the rate of 7.29% per annum.
SECTION 2.04. Parent Guarantee.
The obligations of the Company under the Series HHH Bonds shall be guaranteed by Parent, the form of which guarantee is set forth in EXHIBIT D hereto.
ARTICLE III
OPTIONAL REDEMPTION
SECTION 3.01. Optional Redemption with Premium.
Upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege, at any time and from time to time, of redeeming the Outstanding Series HHH Bonds, either in whole or in part (but if in part then in a minimum principal amount of $100,000) by redemption of the principal amount of the Series HHH Bonds, or portion thereof to be redeemed, and accrued interest thereon to the Redemption Date, together with a premium equal to the Make-Whole Amount, determined as of five Business Days prior to the Redemption Date pursuant to this Section 3.01.
SECTION 3.02. Optional Redemption at Par in Event of Condemnation.
In the event a Material Condemnation shall have occurred with respect to any property of the Company, then upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege of applying the proceeds of any condemnation award received in connection with such Material Condemnation to the redemption of the principal amount of the Series HHH Bonds then outstanding, or any portion thereof to the extent of such proceeds, together with accrued interest thereon to the Redemption Date. Any optional redemption made pursuant to this Section 3.02 shall be without premium.
SECTION 3.03. Pro Rata Redemption.
Neither the Company nor any Affiliate thereof, directly or indirectly, may repurchase or redeem or make any offer to repurchase or redeem any Series HHH Bonds unless an offer has been made to repurchase or redeem
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Series HHH Bonds, on a pro rata basis unless otherwise required by law or applicable stock exchange requirements, from all Holders of the Series HHH Bonds at the same time and upon the same terms.
ARTICLE IV
ADDITIONAL PROVISIONS APPLICABLE TO SERIES HHH BONDS
SECTION 4.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements.
No Bonds shall be issued under the Base Indenture for the purpose of providing funds for the Company to keep or maintain the property pledged pursuant to the Base Indenture in good and business-like working order and condition, or merely to replace or in substitution for old or worn-out or abandoned property;provided, however,that whenever old or worn-out or abandoned property is replaced by Substituted Property costing more than the original cost of the old or worn-out or abandoned property then such replacement or substitution shall be permitted and the excess of cost of such Substituted Property, and such excess only, shall be deemed Permanent Improvements, Extensions or Additions, for which Bonds may be authenticated and delivered under Section 2.02 of the Base Indenture.
SECTION 4.02. Maintenance, Repairs, Replacements and Depreciation Reserve.
The Company shall at all times maintain, preserve and keep or cause to be maintained, preserved and kept the Mortgaged Property, and every part thereof, with the appurtenances and every part and parcel thereof, in thorough repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs and renewals, replacements and substitutions, and shall make adequate provision for replacement by proper and reasonable credits to its reserve for depreciation, so that at all times the value of the Mortgaged Property and the efficiency of the Mortgaged Property shall be fully preserved and maintained; and that it will comply with all lawful requirements of the PUC with respect to maintenance and depreciation.
SECTION 4.03. Consent to Waiver of Event of Default under Other Series of Bonds.
No Event of Default with respect to any series of Bonds Outstanding under the Base Indenture may be waived unless also waived by the Holders of not less than a majority in aggregate principal amount of the Outstanding Series HHH Bonds by means of a written instrument or instruments signed by such Holders and delivered to the Trustee and the Company.
SECTION 4.04. Most Favored Nation Provision.
If the Company shall, at any time on or after the Closing Date, enter into, amend or modify any supplemental indenture or other agreement with respect to a series of Bonds in a manner that requires the Company to comply with or add a covenant, an event of default, a guarantee or collateral that either is not at such time applicable to the Series HHH Bonds or, if such covenant, event of default, guarantee or collateral shall already be applicable to the Series HHH Bonds, is, or contains related provisions that are, more restrictive upon the Company or any guarantor hereof than such existing covenant, event of default, guarantee or related provisions, each provision (including any related definitions) relating to such covenant, event of default, guarantee or security in such supplemental indenture (as amended or modified from time to time thereafter) shall be automatically deemed to be incorporated by reference in this Supplemental Indenture,mutatis mutandis, as if then set forth herein in full. Promptly after any such execution, amendment or modification of such a supplemental indenture, the Company shall (a) furnish to the Trustee a copy of each such supplemental indenture, (b) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Holders of at least a majority in aggregate principal amount of the Series HHH Bonds, amending or modifying this Supplemental Indenture by adding or modifying, as the case may be, the full text of such covenant, event of default, guarantee, definitions and other related provisions and (c) furnish to the Trustee any certificates and opinions required by clause (1) of Section 3.08 and Section 15.01 of the Base Indenture.
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SECTION 4.05. Delivery of Financial Statements to Holders of Series HHH Bonds.
(a) The Company shall deliver to the Holders of the Series HHH Bonds:
(i) The annual and periodic reports, information, documents and other reports required by Section 11.02 of the Base Indenture within the time periods set forth therein.
(ii) A copy of each report submitted by independent public accountants selected by Parent of interim examinations, if any, by them of the financial statements of Parent.
(iii) A copy of all reports, proxy statements, financial statements and notices sent by Parent to its shareholders.
(iv) Within 45 calendar days after the end of the first, second and third quarterly accounting periods in each fiscal year and within 90 calendar days after the end of each fiscal year, a certificate signed by the President or a Vice President and the Chief Financial Officer of the Company to the effect that the Company is not in Default under the Base Indenture or under this Supplemental Indenture or, if there are such Defaults then in existence, describing the nature thereof.
(v) Within 90 calendar days after the end of each fiscal year, a certificate of the accountants who certify Parent’s annual financial statements stating whether, in making their audit, such accountants have become aware of any Default under any of the terms and provisions of the Base Indenture or this Supplemental Indenture insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if there are such Defaults, describing the nature and the period of existence thereof.
(vi) Promptly after receipt, copies of any report as to material inadequacies in accounting controls (including reports as to the absence of any such inadequacies) submitted by independent accountants in connection with any audit of Parent.
(vii) Promptly after any officer of the Company obtains knowledge of a Default under the Base Indenture or under this Supplemental Indenture, a certificate signed by the President or a Vice President and the Treasurer or Assistant Treasurer of the Company describing such event in reasonable detail, with a statement of the Company’s action with respect thereto taken or proposed.
(viii) Upon written request, one additional copy of each report referred to in this Section 5.05 as well as any other information and reports furnished to the Holder pursuant to the provisions of this Supplemental Indenture.
(ix) A copy of any supplemental indenture subsequent to this Supplemental Indenture that supplements, amends or modifies the Base Indenture.
(b) The Holders of the Series HHH Bonds may deliver copies of the information or reports furnished to it pursuant to this Section 5.05 or any other provision of this Supplemental Indenture, to any regulatory body or commission to whose jurisdiction the Holder may be subject and to any prospective purchaser of any of the Bonds who is an institutional investor.
(c) The Company further agrees that the Holders Series HHH Bonds shall have the right upon request to receive such other financial information and reports as may be reasonably necessary for it to properly evaluate its investments, the right to inspect the properties and the books of account of Parent or the Company at all reasonable times upon normal business hours and the right to discuss the affairs of Parent or the Company with their officers and independent public accountants (and by this provision Parent and the Company authorize said accountants to discuss the finances and affairs of Parent and the Company with the Holders of the Series HHH Bonds).
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SECTION 4.06. Affiliate Transactions.
Except with respect to a wholly-owned Subsidiary, the Company shall not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate except in the ordinary course of and pursuant to the reasonable requirements of the Company’s business and upon fair and reasonable terms no less favorable than it would obtain in a comparable arm’s-length transaction with a person not an Affiliate. For purposes of this Section 4.06, “Affiliate” shall mean a Person who directly or indirectly through one or more financial intermediaries controls, or is controlled by, or is under common control with the Company, or who beneficially owns or holds 5% or more of the outstanding common stock or equity of the Company.
ARTICLE V
MISCELLANEOUS
SECTION 5.01. Notice.
Any notice or communication in respect of the Series HHH Bonds shall be made in accordance with Section 15.05 of the Base Indenture.
SECTION 5.02. Amendment and Supplement.
This Supplemental Indenture or the Series HHH Bonds may be amended or supplemented as provided for in the Base Indenture.
SECTION 5.03. Conflicts.
In the event of any conflict between this Supplemental Indenture and the Base Indenture, the provisions of this Supplemental Indenture shall prevail.
SECTION 5.04. Governing Law.
This Supplemental Indenture and the Series HHH Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.
SECTION 5.05. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.
SECTION 5.06. Ratification.
The Base Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect and is in all respects ratified and confirmed.
SECTION 5.07. Severability.
If any one or more of the covenants or agreements provided in this Supplemental Indenture or in the Series HHH Bonds on the part of the Company or the Trustee, or either of them, to be performed should be contrary to any express provision of law, or contrary to the policy of express law, to such an extent as to be unenforceable in any court of competent jurisdiction, then such covenant or covenants, agreement or agreements shall be null and void.
SECTION 5.08. Trustee and Supplemental Indenture.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
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and shall be deemed separable from the remaining covenants and agreements and shall in nowise affect the validity of this Supplemental Indenture or the Series HHH Bonds.
[Signature Pages Follow]
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SIGNATURES
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| | | | | |
| | CALIFORNIA WATER SERVICE COMPANY
| |
| | By: | | |
| | | Name: | | |
| | | Title: | | |
| |
| | | | | |
| | U.S. BANK NATIONAL ASSOCIATION, as Trustee
| |
| | By: | | |
| | | Name: | | |
| | | Title: | | |
SIGNATURE PAGE TO FIFTIETH SUPPLEMENTAL INDENTURE
On before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
On before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
EXHIBIT A
FORM OF SERIES HHH BOND
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.
CALIFORNIA WATER SERVICE COMPANY
5.29% First Mortgage Bonds due 2022, Series HHH
CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [ ], or its registered assigns, the principal sum of $20,000,000 in U.S. Dollars on December 1, 2022.
| | | |
| Interest Payment Dates: | | May 1 and November 1 |
| | | |
| Record Dates: | | April 15 and October 15 |
Additional provisions of this Series HHH Bond are set forth on the other side of this Series HHH Bond.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| | | | | |
| | CALIFORNIA WATER SERVICE COMPANY
| |
| | By | | |
| | | Name: | | |
| | | Title: | | |
| |
Attest:
[Authentication Page to Follow]
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture.
| | | | | |
| Dated: | U.S. BANK NATIONAL ASSOCIATION,
As Trustee
| |
| | By | | |
| | | Authorized Signatory | |
| | | | |
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[FORM OF REVERSE SIDE OF BOND]
5.29% First Mortgage Bonds due 2022, Series HHH
1. INTEREST
CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay interest on the principal amount of this Series HHH Bond at the rate per annum shown above.
The Company shall pay interest semi-annually in arrears on May 1 and November 1 of each year. Interest on the Series HHH Bonds will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Closing Date;provided thatfor purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) any overdue installment of interest shall bear interest at the rate of 7.29% per annum after the date due, whether by acceleration or otherwise, until paid. In addition, after the occurrence and during the continuation of any other Event of Default under the Base Indenture or this Supplemental Indenture, all amounts owing under the Series HHH Bonds shall, to the extent permitted by applicable law, bear additional interest at the rate of 7.29% per annum.
2. METHOD OF PAYMENT
The Company shall pay interest on the Series HHH Bonds to the Persons who are registered Holders of Series HHH Bonds at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date even if Series HHH Bonds are canceled after the Record Date and on or before the Interest Payment Date. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, all payments in respect of this Series HHH Bond (including principal, premium, if any, and interest) must be made by wire transfer of immediately available funds to the accounts specified by the Holder hereof. Payment shall be without the presentation or surrender of the Series HHH Bonds or the making of any notation thereon, except that upon written request of the Company or Trustee made concurrently with or reasonably promptly after payment or redemption in full of any Series HHH Bond, the Holder thereof shall surrender such Series HHH Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or to the Trustee at its principal corporate trust office.
3. PAYING AGENT AND REGISTRAR
Initially, U.S. Bank National Association (the “Trustee”) shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the Holders. The Company may act as Paying Agent or Registrar.
4. INDENTURE
The Company issued the Series HHH Bonds under an Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as initial trustees, dated as of the 1st day of April, 1928, as therefore supplemented, amended and modified by the First through Thirty-ninth Supplemental Indentures thereto (the “Base Indenture”), as further supplemented by the Fiftieth Supplemental Indenture dated as of the date of this Series HHH Bond between the Company and U.S. Bank National Association (as ultimate successor to American Trust Company and Los Angeles-First National Trust & Savings Bank), as Trustee (the “Supplemental Indenture”; the Base Indenture, as supplemented by the Supplemental Indenture, and as further amended and supplemented from time to time, the “Indenture”), between
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the Company and the Trustee. The terms of the Series HHH Bonds include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Series HHH Bonds are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.
The Series HHH Bonds are secured obligations of the Company known generally as First Mortgage Bonds.
5. OPTIONAL REDEMPTION WITH PREMIUM
Upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege, at any time and from time to time, of redeeming the Outstanding Series HHH Bonds, either in whole or in part (but if in part then in a minimum principal amount of $100,000) by redemption of the principal amount of the Series HHH Bonds, or portion thereof to be redeemed, and accrued interest thereon to the Redemption Date, together with a premium equal to the Make-Whole Amount, determined as of five Business Days prior to the Redemption Date pursuant to this Section 3.01.
“Called Principal” means, with respect to any Series HHH Bonds, the principal of such Series HHH Bond that is to be redeemed pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable pursuant to Section 7.01 of the Base Indenture, as the context requires.
“Discounted Value” means, with respect to the Called Principal of any Series HHH Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series HHH Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“Make-Whole Amount” shall mean in connection with any redemption or acceleration of the Series HHH Bonds the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series HHH Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.
“Reinvestment Yield” means, with respect to the Called Principal of any Series HHH Bond, 0.50%, plus the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the fifth Business Day preceding the Settlement Date with respect to such Called Principal, on the display page of the Bloomberg Financial Markets Services Screen PX1 or the equivalent screen provided by Bloomberg Financial Markets Commodities News for actively traded U. S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable, the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by (a) converting U.S. Treasury security quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the Remaining Average Life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the Remaining Average Life.
“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (calculated to the nearest one-twelfth year) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.
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“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series HHH Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series HHH Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of the Supplemental Indenture or Section 7.01 of the Base Indenture.
“Settlement Date” means, with respect to the Called Principal of any Series HHH Bond, the date on which such Called Principal is to be redeemed pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable pursuant to Section 7.01 of the Base Indenture, as the context requires.
6. OPTIONAL REDEMPTION AT PAR IN EVENT OF CONDEMNATION
In the event a Material Condemnation shall have occurred with respect to any property of the Company, then upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege of applying the proceeds of any condemnation award received in connection with such Material Condemnation to the redemption of the principal amount of the Series HHH Bonds then outstanding, or any portion thereof to the extent of such proceeds, together with accrued interest thereon to the Redemption Date. Any optional redemption made pursuant to this Section shall be without premium.
“Condemnation” with respect to any property shall have occurred if all or any portion of such property shall have been condemned or taken for any public or quasi-public use under any governmental law, order, or regulation or by right of eminent domain or sold to a municipality or other public body or agency or any other entity having the power of eminent domain or the right to purchase or order the sale of such property (a “Condemning Authority”), or any third-party designated by any such Condemning Authority, under threat of condemnation.
“Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.
7. NOTICES OF REDEMPTION
Notices of redemption shall (except in respect of redemptions made out of cash deposited in the sinking fund described in Section 7 below) be provided in accordance with Article IV of the Base Indenture. If less than all of the Series HHH Bonds are to be redeemed at any time, the particular Series HHH Bonds to be redeemed shall be selected in accordance with Article IV of the Base Indenture. On and after the Redemption Date, interest shall cease to accrue on Series HHH Bonds or portions of them called for redemption.
8. ADDITIONAL PROVISIONS APPLICABLE TO SERIES HHH BONDS
The provisions set forth in Article IV of the Supplemental Indenture are applicable only with respect to, and govern only the terms of, the Series HHH Bonds and shall not apply to any other Bonds that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such provisions.
9. DENOMINATIONS; TRANSFER; EXCHANGE
The Series HHH Bonds are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Series HHH Bonds in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Series HHH Bonds during a period beginning at the opening of business calendar 15 days before the day of any selection of Series
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HHH Bonds for redemption and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Series HHH Bond so selected for redemption in whole or in part, except the unredeemed portion of any Series HHH Bond being redeemed in part or (C) to register the transfer of or to exchange a Series HHH Bond between a Record Date and the next succeeding Interest Payment Date.
10. PERSONS DEEMED OWNERS
The registered Holder of this Series HHH Bond may be treated as the owner of it for all purposes.
11. UNCLAIMED MONEY
If money for the payment of principal or interest remains unclaimed, the Paying Agent shall pay the money back to the Company in accordance with the terms of the Indenture.
12. DISCHARGE AND DEFEASANCE
Subject to certain conditions set forth in the Indenture, the Company at any time may terminate some or all of its obligations under the Indenture with respect to the Series HHH Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series HHH Bonds to redemption or maturity, as the case may be.
13. AMENDMENT, WAIVER
The Indenture permits, subject to certain exceptions set forth therein, that the Indenture and the terms of the Bonds of a series, which include the Series HHH Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series HHH Bonds, in each case may be modified, with the written consent of the Holders of a majority in aggregate principal amount of the Bonds the terms of which or the rights of the Holders of which are to be modified. The Indenture also permits certain other amendments, modifications or waivers thereof only with the consent of each Outstanding Bond affected thereby, while certain other amendments or modifications may be made without the consent of any Holders of Bonds.
The Indenture also provides the Holders of sixty-six and two-thirds percent (66-2/3%) or more of principal amount of the Bonds then Outstanding of all such series under which an Event of Default shall have occurred, which may include the Series HHH Bonds, may, by a written instrument or instruments signed by such Holders and delivered to the Trustee and to the Company, waive any past Default or Event of Default under such series of Bonds and its consequences except an Event of Default in the payment of the principal of, premium, if any, or interest on any of the Bonds as and when the same shall become due by the terms of such Bonds, and upon such waiver such Default or Event of Default shall be deemed not to exist for any purpose of this Indenture or such series of Bonds.
Any such consent or waiver by the Holder of this Series HHH Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series HHH Bond and of any Series HHH Bond issued in lieu of or exchange, in respect of anything done, omitted or suffered by the Trustee in pursuance thereof.
14. DEFAULTS AND REMEDIES
Events of Default are set forth in the Indenture. If an Event of Default shall have occurred and be continuing, the Trustee upon the direction of Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds or the Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds, may, by notice in writing delivered to the Company (and to the Trustee if given by the Holders), declare the entire principal amount of Outstanding Bonds, premium, if any, and the interest accrued thereon immediately due and payable, and said entire principal, premium, if any, and interest shall thereupon become and be immediately due and payable.
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Holders may not enforce the Indenture or the Series HHH Bonds except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Series HHH Bonds unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Bonds may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default (except a Default in payment of principal or interest on any Bond, or in the payment of any sinking fund installment) if and so long as Responsible Officers of the Trustee in good faith determine that withholding notice is in the interest of the Holders.
15. TRUSTEE DEALINGS WITH THE COMPANY
Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of the Series HHH Bonds and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.
16. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No director, officer, employee, incorporator or stockholder of the Company or Parent shall have any liability for any obligations of the Company under this Indenture or the Series HHH Bonds or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting the Series HHH Bonds waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Series HHH Bonds. Such waiver may not be effective to waive liabilities of directors, officers or persons controlling the Company under the federal securities laws and it is the view of the Commission that such waiver is against public policy and is therefore unenforceable.
17. GOVERNING LAW
The Series HHH Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.
18. AUTHENTICATION
This Series HHH Bond shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this Series HHH Bond.
19. ABBREVIATIONS
Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).
20. SECURITY INTEREST
The Series HHH Bonds shall be secured to the extent and in the manner provided by the Indenture.
21. GUARANTEE
Parent has guaranteed the obligations under this Series HHH Bond in accordance with the terms of the Supplemental Indenture.
The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:
CALIFORNIA WATER SERVICE COMPANY
1720 North First Street
San Jose, CA 95112
Attention: Corporate Secretary
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ASSIGNMENT FORM
To assign this Series HHH Bond, fill in the form below:
I or we assign and transfer this Series HHH Bond to
| | | |
(Print or type assignee’s name, address and zip code) | | |
| | | |
(Insert assignee’s soc. sec. or tax I.D. No.) | | |
and irrevocably appoint agent to transfer this Series HHH Bond on the books of the Company. The agent may substitute another to act for him.
Date: Your Signature:
| | | | | |
| Signature Guarantee: | | | | |
| | | (Signature must be guaranteed by a
participant in a recognized signature
guarantee medallion program) | | |
| | | |
Sign exactly as your name appears on the other side of this Series HHH Bond. | | |
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EXHIBIT B
The resignations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, and the acceptance of Bank of America National Trust and Savings Association as successor trustee have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:
| | | | | | | |
| County or Page | | | | | | Book and |
| City and County | | Date of Recordation | | Document No. | | (Reel-Image) |
| | | | | | | |
| Alameda | | August 1, 1983 | | 83-137410 | | |
| Butte | | August 1, 1983 | | 83-25375 | | 2851-200 |
| Fresno | | August 2, 1983 | | 83069489 | | |
| Glenn | | August 1, 1983 | | 3329 | | 729-170 |
| Kern | | August 2, 1983 | | 12487 | | 5576-522 |
| Los Angeles | | August 2, 1983 | | 83-887733 | | |
| Monterey | | August 1, 1983 | | Pg. 34173 | | 1655-830 |
| City and County of San Francisco | | August 1, 1983 | | D 376552 | | D559-205 |
| San Joaquin | | August 10, 1983 | | 83058347 | | |
| San Mateo | | August 1, 1983 | | 83080322 | | |
| Santa Clara | | August 1, 1983 | | 7766085 | | H770-413 |
| Solano | | August 1, 1983 | | 32353 | | Pg. 61300 |
| Sonoma | | August 1, 1983 | | 83-50597 | | 83-50597 |
| Tulare | | August 1, 1983 | | 35981 | | 4093-763 |
| Ventura | | November 15, 1983 | | | | 130201 |
| Yuba | | August 1, 1983 | | 1056 | | 805-423 |
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On December 15, 1995, Bank of America National Trust and Savings Association, transferred substantially all of its corporate trust business to First Trust of California, National Association. On March 30, 1998, First Trust of California, National Association changed its name to U.S. Bank Trust National Association, San Francisco. On January 10, 2002, U.S. Bank Trust National Association, San Francisco, merged with and into U.S. Bank National Association as successor trustee. Evidence of the above and U.S. Bank National Association’s status as successor trustee have been recorded in the offices of the Recorders of the following counties of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:
| | | | | | | |
| | | | | | | Book and |
| County | | Date of Recordation | | Document No. | | (Reel-Image) |
| | | | | | | |
| Fresno | | March 9, 2009 | | 2009-0032066 | | |
| Lake | | March 10, 2009 | | 2009003530 | | |
| Los Angeles | | March 9, 2009 | | 2009-03216507 | | |
| Monterey | | March 9, 2009 | | 2009013888 | | |
| San Joaquin | | March 9, 2009 | | 2009-038049 | | |
| San Mateo | | March 18, 2009 | | 2009-030163 | | |
| Solano | | March 12, 2009 | | 200900018231 | | |
| Sonoma | | March 9, 2009 | | 2009019936 | | |
| Tulare | | March 9, 2009 | | 2009-0013707 | | |
| Ventura | | March 9, 2009 | | 20090309-00035462-0 | | |
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EXHIBIT C
The First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth, as follows:
First Supplemental Indenture
| | | | | | | | | | | |
| | | Volume of | | Page at Which | | |
| Date of Recordation | | Official Records | | Record Commences | | County |
| | | | | | | | | | | |
| January 7, 1929 | | | 40 | | | | 432 | | | Kings |
| January 7, 1929 | | | 157 | | | | 256 | | | Contra Costa |
Second Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Kings | | August 20, 1929 | | | 48 | | | | 442 | |
| Butte | | August 20, 1929 | | | 116 | | | | 389 | |
| Glenn | | August 20, 1929 | | | 17 | | | | 179 | |
| Alameda | | August 20, 1929 | | | 2173 | | | | 334 | |
| Tulare | | August 20, 1929 | | | 337 | | | | 88 | |
| Kern | | August 21, 1929 | | | 320 | | | | 95 | |
| Contra Costa | | August 20, 1929 | | | 208 | | | | 198 | |
Third Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Yuba | | February 28, 1930 | | | 9 | | | | | |
| City and County of San Francisco | | February 28, 1930 | | | 1985 | | | | 257 | |
Fourth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| San Mateo | | July 17, 1931 | | | 537 | | | | 1 | |
| City and County of San Francisco | | July 20, 1931 | | | 2232 | | | | 284 | |
| Santa Clara | | July 17, 1931 | | | 576 | | | | 175 | |
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Fifth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| City and County of San Francisco | | March 31, 1932 | | | 2359 | | | | 17 | |
| Yuba | | April 6, 1932 | | | 12 | | | | 469 | |
| Sonoma | | April 6, 1932 | | | 320 | | | | 39 | |
| Alameda | | April 6, 1932 | | | 2808 | | | | 77 | |
| Tulare | | April 6, 1932 | | | 466 | | | | 381 | |
| Los Angeles | | April 6, 1932 | | | 11543 | | | | 85 | |
| San Joaquin | | April 6, 1932 | | | 397 | | | | 375 | |
| Santa Clara | | April 6, 1932 | | | 606 | | | | 464 | |
| San Mateo | | April 6, 1932 | | | 553 | | | | 492 | |
| Butte | | April 6, 1932 | | | 83 | | | | 489 | |
| Kings | | April 6, 1932 | | | 87 | | | | 292 | |
| Glenn | | April 6, 1932 | | | 43 | | | | 123 | |
| Shasta | | April 6, 1932 | | | 74 | | | | 10 | |
| Contra Costa | | April 6, 1932 | | | 299 | | | | 449 | |
| Kern | | April 6, 1932 | | | 428 | | | | 473 | |
| Solano | | April 6, 1932 | | | 89 | | | | 66 | |
Sixth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | June 15, 1936 | | | 3314 | | | | 406 | |
| Butte | | June 15, 1936 | | | 167 | | | | 1 | |
| Contra Costa | | June 15, 1936 | | | 418 | | | | 12 | |
| Glenn | | June 15, 1936 | | | 82 | | | | 73 | |
| Kern | | June 15, 1936 | | | 643 | | | | 64 | |
| Kings | | June 15, 1936 | | | 151 | | | | 241 | |
| Los Angeles | | June 15, 1936 | | | 14153 | | | | 291 | |
| City and County of San Francisco | | June 15, 1936 | | | 2972 | | | | 1 | |
| San Joaquin | | June 15, 1936 | | | 542 | | | | 53 | |
| San Mateo | | June 15, 1936 | | | 703 | | | | 1 | |
| Santa Clara | | June 15, 1936 | | | 777 | | | | 137 | |
| Shasta | | June 15, 1936 | | | 108 | | | | 134 | |
| Solano | | June 15, 1936 | | | 161 | | | | 1 | |
| Sonoma | | June 15, 1936 | | | 412 | | | | 160 | |
| Tulare | | June 15, 1936 | | | 682 | | | | 1 | |
| Yuba | | June 15, 1936 | | | 35 | | | | 25 | |
Seventh Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Los Angeles | | May 1, 1939 | | | 16572 | | | | 206 | |
| City and County of San Francisco | | May 2, 1939 | | | 3450 | | | | 93 | |
| San Mateo | | May 2, 1939 | | | 840 | | | | 94 | |
| Sonoma | | May 2, 1939 | | | 477 | | | | 108 | |
| Kern | | May 2, 1939 | | | 869 | | | | 12 | |
C-2
Eighth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | November 3, 1945 | | | 4780 | | | | 134 | |
| Butte | | November 2, 1945 | | | 380 | | | | 1 | |
| Contra Costa | | November 3, 1945 | | | 874 | | | | 1 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 226 | |
| Glenn | | November 2, 1945 | | | 191 | | | | 1 | |
| Kern | | November 2, 1945 | | | 1292 | | | | 1 | |
| Kings | | November 1, 1945 | | | 342 | | | | 21 | |
| Los Angeles | | November 2, 1945 | | | 22396 | | | | 251 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 1 | |
| City and County of San Francisco | | November 2, 1945 | | | 4346 | | | | 103 | |
| San Joaquin | | November 3, 1945 | | | 960 | | | | 21 | |
| San Mateo | | November 3, 1945 | | | 1231 | | | | 1 | |
| Santa Clara | | November 1, 1945 | | | 1267 | | | | 583 | |
| Solano | | November 3, 1945 | | | 344 | | | | 6 | |
| Sonoma | | November 3, 1945 | | | 665 | | | | 21 | |
| Tulare | | November 3, 1945 | | | 1141 | | | | 382 | |
| Ventura | | November 15, 1983 | | Doc. No. 130177 | | | | |
| Yuba | | November 3, 1945 | | | 94 | | | | 23 | |
Ninth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | August 31, 1951 | | | 6525 | | | | 237 | |
| Butte | | August 30, 1951 | | | 603 | | | | 1 | |
| Contra Costa | | August 30, 1951 | | | 1814 | | | | 508 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 437 | |
| Glenn | | August 30, 1951 | | | 266 | | | | 63 | |
| Kern | | August 29, 1951 | | | 1840 | | | | 373 | |
| Kings | | August 30, 1951 | | | 502 | | | | 228 | |
| Los Angeles | | August 29, 1951 | | | 37102 | | | | 345 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 207 | |
| City and County of San Francisco | | August 30, 1951 | | | 5773 | | | | 355 | |
| San Joaquin | | August 30, 1951 | | | 1372 | | | | 123 | |
| San Mateo | | August 30, 1951 | | | 2150 | | | | 298 | |
| Santa Clara | | August 30, 1951 | | | 2275 | | | | 295 | |
| Solano | | August 31, 1951 | | | 592 | | | | 136 | |
| Sonoma | | August 31, 1951 | | | 1072 | | | | 420 | |
| Tulare | | August 30, 1951 | | | 1539 | | | | 528 | |
| Ventura | | November 15, 1983 | | Doc. No. 130178 | | | | |
| Yuba | | August 31, 1951 | | | 155 | | | | 177 | |
C-3
Tenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | July 10, 1953 | | | 7078 | | | | 451 | |
| Butte | | July 9, 1953 | | | 679 | | | | 45 | |
| Contra Costa | | July 9, 1953 | | | 2157 | | | | 453 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 540 | |
| Glenn | | July 9, 1953 | | | 297 | | | | 139 | |
| Kern | | July 8, 1953 | | | 2102 | | | | 215 | |
| Kings | | July 9, 1953 | | | 561 | | | | 249 | |
| Los Angeles | | July 8, 1953 | | | 42134 | | | | 371 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 314 | |
| City and County of San Francisco | | July 9, 1953 | | | 6190 | | | | 21 | |
| San Joaquin | | July 9, 1953 | | | 1540 | | | | 523 | |
| San Mateo | | July 10, 1953 | | | 2443 | | | | 248 | |
| Santa Clara | | July 9, 1953 | | | 2680 | | | | 50 | |
| Solano | | July 9, 1953 | | | 677 | | | | 4 | |
| Sonoma | | July 10, 1953 | | | 1218 | | | | 348 | |
| Tulare | | July 9, 1953 | | | 1686 | | | | 314 | |
| Ventura | | November 15, 1983 | | Doc. No. 130179 | | | | |
| Yuba | | July 10, 1953 | | | 181 | | | | 1 | |
Eleventh Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | August 20, 1954 | | | 7404 | | | | 181 | |
| Butte | | August 20, 1954 | | | 732 | | | | 496 | |
| Contra Costa | | August 20, 1954 | | | 2368 | | | | 164 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 604 | |
| Glenn | | August 20, 1954 | | | 314 | | | | 369 | |
| Kern | | August 20, 1954 | | | 2278 | | | | 74 | |
| Kings | | August 20, 1954 | | | 594 | | | | 449 | |
| Los Angeles | | August 19, 1954 | | | 45365 | | | | 64 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 377 | |
| City and County of San Francisco | | August 20, 1954 | | | 6435 | | | | 421 | |
| San Joaquin | | August 20, 1954 | | | 1662 | | | | 316 | |
| San Mateo | | August 19, 1954 | | | 2636 | | | | 330 | |
| Santa Clara | | August 20, 1954 | | | 2942 | | | | 331 | |
| Solano | | August 19, 1954 | | | 728 | | | | 10 | |
| Sonoma | | August 20, 1954 | | | 1290 | | | | 234 | |
| Tulare | | August 20, 1954 | | | 1772 | | | | 388 | |
| Ventura | | November 15, 1983 | | Document No. 130180 | | | | |
| Yuba | | August 20, 1954 | | | 195 | | | | 490 | |
C-4
Twelfth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | October 7, 1955 | | | 7806 | | | | 501 | |
| Butte | | October 7, 1955 | | | 794 | | | | 9 | |
| Contra Costa | | October 7, 1955 | | | 2625 | | | | 417 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 665 | |
| Glenn | | October 7, 1955 | | | 331 | | | | 350 | |
| Kern | | October 6, 1955 | | | 2498 | | | | 171 | |
| Kings | | October 7, 1955 | | | 628 | | | | 1 | |
| Los Angeles | | October 6, 1955 | | | 49158 | | | | 316 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 439 | |
| City and County of San Francisco | | October 7, 1955 | | | 6711 | | | | 525 | |
| San Joaquin | | October 7, 1955 | | | 1797 | | | | 300 | |
| San Mateo | | October 7, 1955 | | | 2890 | | | | 480 | |
| Santa Clara | | October 7, 1955 | | | 3299 | | | | 406 | |
| Solano | | October 7, 1955 | | | 792 | | | | 422 | |
| Sonoma | | October 7, 1955 | | | 1384 | | | | 2 | |
| Tulare | | October 7, 1955 | | | 1864 | | | | 548 | |
| Ventura | | November 15, 1983 | | Doc. No. 130181 | | | | |
| Yuba | | October 7, 1955 | | | 213 | | | | 593 | |
Thirteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | December 7, 1956 | | | 8226 | | | | 15 | |
| Butte | | December 7, 1956 | | | 859 | | | | 117 | |
| Contra Costa | | December 7, 1956 | | | 2894 | | | | 20 | |
| Fresno | | February 21, 1962 | | | 4681 | | | | 729 | |
| Glenn | | December 7, 1956 | | | 348 | | | | 217 | |
| Kern | | December 6, 1956 | | | 2699 | | | | 390 | |
| Kings | | December 7, 1956 | | | 666 | | | | 316 | |
| Los Angeles | | December 6, 1956 | | | 53054 | | | | 61 | |
| Monterey | | February 21, 1962 | | Reel 23 | | | 503 | |
| City and County of San Francisco | | December 10, 1956 | | | 6970 | | | | 41 | |
| San Joaquin | | December 7, 1956 | | | 1925 | | | | 1 | |
| San Mateo | | December 7, 1956 | | | 3140 | | | | 258 | |
| Santa Clara | | December 7, 1956 | | | 3680 | | | | 1 | |
| Solano | | December 7, 1956 | | | 860 | | | | 189 | |
| Sonoma | | December 7, 1956 | | | 1489 | | | | 28 | |
| Tulare | | December 7, 1956 | | | 1961 | | | | 551 | |
| Ventura | | November 15, 1983 | | Doc. No. 130182 | | | | |
| Yuba | | December 7, 1956 | | | 233 | | | | 65 | |
Fourteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | March 20, 1964 | | Reel 1155 | | Image 2 |
| Butte | | March 20, 1964 | | | 1303 | | | | 8 | |
| Contra Costa | | March 20, 1964 | | | 4578 | | | | 360 | |
| Fresno | | March 20, 1964 | | | 4980 | | | | 337 | |
C-5
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| |
| Glenn | | March 20, 1964 | | | 463 | | | | 1 | |
| Kern | | March 19, 1964 | | | 3706 | | | | 1 | |
| Los Angeles | | March 19, 1964 | | | D2401 | | | | 6 | |
| Monterey | | March 20, 1964 | | Reel 299 | | | 230 | |
| City and County of San Francisco | | March 20, 1964 | | | A734 | | | | 966 | |
| San Joaquin | | March 20, 1964 | | | 2801 | | | | 126 | |
| San Mateo | | March 19, 1964 | | | 4670 | | | | 563 | |
| Santa Clara | | March 20, 1964 | | | 6432 | | | | 567 | |
| Solano | | March 20, 1964 | | | 1259 | | | | 331 | |
| Sonoma | | March 19, 1964 | | | 2022 | | | | 757 | |
| Tulare | | March 20, 1964 | | | 2491 | | | | 437 | |
| Ventura | | November 15, 1983 | | Doc. No. 130183 | | | | |
| Yuba | | March 20, 1964 | | | 389 | | | | 535 | |
Fifteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | November 4, 1965 | | | 1635 | | | | 610 | |
| Butte | | November 4, 1965 | | | 1398 | | | | 67 | |
| Contra Costa | | November 4, 1965 | | | 4987 | | | | 469 | |
| Fresno | | November 4, 1965 | | | 5236 | | | | 699 | |
| Glenn | | November 4, 1965 | | | 483 | | | | 194 | |
| Kern | | November 3, 1965 | | | 3889 | | | | 476 | |
| Los Angeles | | November 3, 1965 | | | D3104 | | | | 7 | |
| Monterey | | November 4, 1965 | | | 432 | | | | 526 | |
| City and County of San Francisco | | November 4, 1965 | | | A983 | | | | 431 | |
| San Joaquin | | November 4, 1965 | | | 2996 | | | | 13 | |
| San Mateo | | November 4, 1965 | | | 5056 | | | | 588 | |
| Santa Clara | | November 4, 1965 | | | 7166 | | | | 234 | |
| Solano | | November 3, 1965 | | | 1366 | | | | 547 | |
| Sonoma | | November 3, 1965 | | | 2167 | | | | 261 | |
| Tulare | | November 4, 1965 | | | 2619 | | | | 12 | |
| Ventura | | November 15, 1983 | | Doc. No. 130184 | | | | |
| Yuba | | November 4, 1965 | | | 422 | | | | 562 | |
Sixteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | December 2, 1966 | | | 1881 | | | | 788 | |
| Butte | | December 2, 1966 | | | 1452 | | | | 13 | |
| Contra Costa | | December 2, 1966 | | | 5256 | | | | 298 | |
| Fresno | | December 2, 1966 | | | 5383 | | | | 432 | |
| Glenn | | December 2, 1966 | | | 495 | | | | 555 | |
| Kern | | December 1, 1966 | | | 3999 | | | | 845 | |
| Los Angeles | | December 1, 1966 | | | D3496 | | | | 236 | |
| Monterey | | December 2, 1966 | | | 485 | | | | 472 | |
| City and County of San Francisco | | December 2, 1966 | | | B101 | | | | 10 | |
| San Joaquin | | December 2, 1966 | | | 3090 | | | | 511 | |
C-6
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| |
| San Mateo | | December 2, 1966 | | | 5244 | | | | 411 | |
| Santa Clara | | December 2, 1966 | | | 7579 | | | | 440 | |
| Solano | | December 1, 1966 | | | 1429 | | | | 482 | |
| Sonoma | | December 1, 1966 | | | 2243 | | | | 434 | |
| Tulare | | December 2, 1966 | | | 2686 | | | | 249 | |
| Ventura | | November 15, 1983 | | Doc. No. 130185 | | | | |
| Yuba | | December 2, 1966 | | | 443 | | | | 434 | |
Seventeenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | April 2, 1968 | | | 2154 | | | | 273 | |
| Butte | | April 2, 1968 | | | 1511 | | | | 632 | |
| Contra Costa | | April 2, 1968 | | | 5593 | | | | 177 | |
| Fresno | | April 3, 1968 | | | 5554 | | | | 654 | |
| Glenn | | April 2, 1968 | | | 507 | | | | 326 | |
| Kern | | April 3, 1968 | | | 4147 | | | | 264 | |
| Los Angeles | | April 2, 1968 | | | D3959 | | | | 10 | |
| Monterey | | April 2, 1968 | | | 551 | | | | 580 | |
| City and County of San Francisco | | April 2, 1968 | | | B230 | | | | 362 | |
| San Joaquin | | April 2, 1968 | | | 3199 | | | | 132 | |
| San Mateo | | April 2, 1968 | | | 5453 | | | | 1 | |
| Santa Clara | | April 2, 19688076 | | | 99 | | | | | |
| Solano | | April 1, 1968 | | | 1501 | | | | 35 | |
| Sonoma | | April 3, 1968 | | | 2323 | | | | 446 | |
| Tulare | | April 3, 1968 | | | 2773 | | | | 415 | |
| Ventura | | November 15, 1983 | | Doc. No. 130186 | | | | |
| Yuba | | April 2, 1968 | | | 465 | | | | 122 | |
Eighteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | April 3, 1970 | | | 2592 | | | | 708 | |
| Butte | | April 6, 1970 | | | 1608 | | | | 505 | |
| Contra Costa | | April 3, 1970 | | | 6099 | | | | 58 | |
| Fresno | | April 3, 1970 | | | 5775 | | | | 371 | |
| Glenn | | April 6, 1970 | | | 524 | | | | 168 | |
| Kern | | April 3, 1970 | | | 4384 | | | | 72 | |
| Los Angeles | | April 6, 1970 | | | D4677 | | | | 518 | |
| Monterey | | April 6, 1970 | | | 645 | | | | 921 | |
| City and County of San Francisco | | April��6, 1970 | | | B414 | | | | 258 | |
| San Joaquin | | April 3, 1970 | | | 3381 | | | | 569 | |
| San Mateo | | April 3, 1970 | | | 5766 | | | | 1 | |
| Santa Clara | | April 3, 1970 | | | 8878 | | | | 585 | |
| Solano | | April 3, 1970 | | | 1618 | | | | 477 | |
| Sonoma | | April 3, 1970 | | | 2453 | | | | 531 | |
| Tulare | | April 3, 1970 | | | 2889 | | | | 894 | |
| Ventura | | November 15, 1983 | | Doc. No. 130187 | | | | |
| Yuba | | April 6, 1970 | | | 497 | | | | 84 | |
C-7
Nineteenth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | June 10, 1970 | | | 2632 | | | | 835 | |
| Butte | | June 11, 1970 | | | 1618 | | | | 2 | |
| Contra Costa | | June 10, 1970 | | | 6146 | | | | 1 | |
| Fresno | | June 10, 1970 | | | 5793 | | | | 233 | |
| Glenn | | June 11, 1970 | | | 526 | | | | 170 | |
| Kern | | June 9, 1970 | | | 4405 | | | | 724 | |
| Los Angeles | | June 10, 1970 | | | D4736 | | | | 731 | |
| Monterey | | June 10, 1970 | | | 653 | | | | 890 | |
| City and County of San Francisco | | June 11, 1970 | | | B430 | | | | 928 | |
| San Joaquin | | June 10, 1970 | | | 3402 | | | | 124 | |
| San Mateo | | June 10, 1970 | | | 5792 | | | | 57 | |
| Santa Clara | | June 11, 1970 | | | 8949 | | | | 586 | |
| Solano | | June 10, 1970 | | | 1629 | | | | 158 | |
| Sonoma | | June 10, 1970 | | | 2465 | | | | 923 | |
| Tulare | | June 10, 1970 | | | 2898 | | | | 231 | |
| Ventura | | November 15, 1983 | | Doc. No. 130188 | | | | |
| Yuba | | June 11, 1970 | | | 500 | | | | 77 | |
Twentieth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | April 2, 1971 | | | 2820 | | | | 92 | |
| Butte | | April 2, 1971 | | | 1667 | | | | 102 | |
| Contra Costa | | April 2, 1971 | | | 6351 | | | | 138 | |
| Fresno | | April 2, 1971 | | | 5880 | | | | 820 | |
| Glenn | | April 2, 1971 | | | 533 | | | | 530 | |
| Kern | | April 1, 1971 | | | 4509 | | | | 30 | |
| Los Angeles | | April 1, 1971 | | | D5014 | | | | 368 | |
| Monterey | | April 2, 1971 | | | 695 | | | | 719 | |
| City and County of San Francisco | | April 5, 1971 | | | B507 | | | | 812 | |
| San Joaquin | | April 5, 1971 | | | 3509 | | | | 305 | |
| San Mateo | | April 2, 1971 | | | 5919 | | | | 363 | |
| Santa Clara | | April 2, 1971 | | | 9278 | | | | 182 | |
| Solano | | April 5, 1971 | | | 1677 | | | | 384 | |
| Sonoma | | April 2, 1971 | | | 2524 | | | | 671 | |
| Tulare | | April 2, 1971 | | | 2959 | | | | 373 | |
| Ventura | | November 15, 1983 | | Doc. No. 130189 | | | | |
| Yuba | | April 2, 1971 | | | 513 | | | | 81 | |
Twenty-first Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | December 14, 1972 | | | 3298 | | | | 449 | |
| Butte | | December 14, 1972 | | | 1805 | | | | 96 | |
C-8
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| |
| Contra Costa | | December 14, 1972 | | | 6821 | | | | 129 | |
| Fresno | | December 14, 1972 | | | 6104 | | | | 2 | |
| Glenn | | December 14, 1972 | | | 554 | | | | 371 | |
| Kern | | December 15, 1972 | | | 4757 | | | | 356 | |
| Los Angeles | | December 14, 1972 | | | D5698 | | | | 815 | |
| Monterey | | December 14, 1972 | | | 815 | | | | 838 | |
| City and County of San Francisco | | December 14, 1972 | | | B708 | | | | 675 | |
| San Joaquin | | December 14, 1972 | | | 3718 | | | | 161 | |
| San Mateo | | December 14, 1972 | | | 6289 | | | | 367 | |
| Santa Clara | | December 14, 1972 | | | 0154 | | | | 435 | |
| Solano | | December 15, 1972 | | | 1795 | | | | 147 | |
| Sonoma | | December 14, 1972 | | | 2719 | | | | 547 | |
| Tulare | | December 14, 1972 | | | 3075 | | | | 674 | |
| Ventura | | November 15, 1983 | | Doc. No. 130190 | | | | |
| Yuba | | December 14, 1972 | | | 546 | | | | 360 | |
Twenty-second Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | December 27, 1972 | | | 3306 | | | | 930 | |
| Butte | | December 27, 1972 | | | 1807 | | | | 385 | |
| Contra Costa | | December 27, 1972 | | | 6829 | | | | 150 | |
| Fresno | | December 27, 1972 | | | 6108 | | | | 355 | |
| Glenn | | December 27, 1972 | | | 555 | | | | 69 | |
| Kern | | December 29, 1972 | | | 4762 | | | | 140 | |
| Los Angeles | | December 27, 1972 | | | D5710 | | | | 690 | |
| Monterey | | December 27, 1972 | | | 818 | | | | 40 | |
| City and County of San Francisco | | December 27, 1972 | | | B712 | | | | 707 | |
| San Joaquin | | December 27, 1972 | | | 3721 | | | | 317 | |
| San Mateo | | December 27, 1972 | | | 6296 | | | | 114 | |
| Santa Clara | | December 27, 1972 | | | 0171 | | | | 29 | |
| Solano | | December 29, 1972 | | | 1797 | | | | 530 | |
| Sonoma | | December 27, 1972 | | | 2722 | | | | 782 | |
| Tulare | | December 27, 1972 | | | 3078 | | | | 118 | |
| Ventura | | November 15, 1983 | | Doc. No. 130191 | | | | |
| Yuba | | December 27, 1972 | | | 547 | | | | 158 | |
Twenty-third Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | December 27, 1972 | | | 3307 | | | | 1 | |
| Butte | | December 27, 1972 | | | 1807 | | | | 433 | |
| Contra Costa | | December 27, 1972 | | | 6829 | | | | 197 | |
| Fresno | | December 27, 1972 | | | 6108 | | | | 307 | |
| Glenn | | December 27, 1972 | | | 555 | | | | 116 | |
| Kern | | December 27, 1972 | | | 4762 | | | | 187 | |
| Los Angeles | | December 27, 1972 | | | D5710 | | | | 737 | |
| Monterey | | December 27, 1972 | | | 818 | | | | 87 | |
C-9
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| |
| City and County of San Francisco | | December 27, 1972 | | | B712 | | | | 733 | |
| San Joaquin | | December 27, 1972 | | | 3721 | | | | 269 | |
| San Mateo | | December 27, 1972 | | | 6296 | | | | 161 | |
| Santa Clara | | December 27, 1972 | | | 0171 | | | | 76 | |
| Solano | | December 27, 1972 | | | 1797 | | | | 577 | |
| Sonoma | | December 27, 1972 | | | 2722 | | | | 830 | |
| Tulare | | December 27, 1972 | | | 3078 | | | | 165 | |
| Ventura | | November 15, 1983 | | Doc. No. 130192 | | | | |
| Yuba | | December 27, 1972 | | | 547 | | | | 205 | |
Twenty-fourth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | March 22, 1974 | | | 3635 | | | | 156 | |
| Butte | | March 22, 1974 | | | 1896 | | | | 665 | |
| Contra Costa | | March 22, 1974 | | | 7183 | | | | 54 | |
| Fresno | | March 22, 1974 | | | 6279 | | | | 513 | |
| Glenn | | March 22, 1974 | | | 570 | | | | 163 | |
| Kern | | March 22, 1974 | | | 4832 | | | | 519 | |
| Los Angeles | | March 22, 1974 | | | D6209 | | | | 133 | |
| Monterey | | March 22, 1974 | | | 902 | | | | 1 | |
| City and County of San Francisco | | March 22, 1974 | | | B866 | | | | 907 | |
| San Joaquin | | March 22, 1974 | | | 3856 | | | | 1 | |
| San Mateo | | March 22, 1974 | | | 6574 | | | | 611 | |
| Santa Clara | | March 22, 1974 | | | 815 | | | | 125 | |
| Solano | | March 22, 1974 | | | 1974 | | | | 11482 | |
| Sonoma | | March 22, 1974 | | | 2847 | | | | 542 | |
| Tulare | | March 22, 1974 | | | 3166 | | | | 315 | |
| Ventura | | November 15, 1983 | | Doc. No. 130193 | | | | |
| Yuba | | March 22, 1974 | | | 571 | | | | 423 | |
Twenty-fifth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | June 20, 1975 | | | 4007 | | | | 676 | |
| Butte | | June 20, 1975 | | | 1995 | | | | 455 | |
| Contra Costa | | June 20, 1975 | | | 7543 | | | | 54 | |
| Fresno | | June 20, 1975 | | | 6447 | | | | 21 | |
| Glenn | | June 20, 1975 | | | 587 | | | | 128 | |
| Kern | | June 20, 1975 | | | 4901 | | | | 154 | |
| Los Angeles | | June 20, 1975 | | | D6698 | | | | 184 | |
| Monterey | | June 20, 1975 | | | 985 | | | | 335 | |
| City and County of San Francisco | | June 20, 1975 | | | C30 | | | | 188 | |
| San Joaquin | | June 20, 1975 | | | 3996 | | | | 258 | |
| San Mateo | | June 20, 1975 | | | 6872 | | | | 1 | |
| Santa Clara | | June 20, 1975 | | | B474 | | | | 219 | |
| Solano | | June 20, 1975 | | | 1975 | | | | 25377 | |
| Sonoma | | June 20, 1975 | | | 2970 | | | | 761 | |
| Tulare | | June 20, 1975 | | | 3249 | | | | 11 | |
| Ventura | | November 15, 1983 | | Doc. No. 130195 | | | | |
| Yuba | | June 20, 1975 | | | 595 | | | | 695 | |
C-10
Twenty-sixth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | June 10, 1976 | | | 4397 | | | | 342 | |
| Butte | | June 10, 1976 | | | 2077 | | | | 441 | |
| Contra Costa | | June 10, 1976 | | | 7896 | | | | 746 | |
| Fresno | | June 11, 1976 | | | 6608 | | | | 364 | |
| Glenn | | June 10, 1976 | | | 600 | | | | 137 | |
| Kern | | June 11, 1976 | | | 4960 | | | | 1166 | |
| Los Angeles | | June 10, 1976 | | | 10257 | | | | 734 | |
| Monterey | | June 10, 1976 | | | 1060 | | | | 798 | |
| City and County of San Francisco | | June 10, 1976 | | | C184 | | | | 1 | |
| San Joaquin | | June 10, 1976 | | | 4136 | | | | 42 | |
| San Mateo | | June 10, 1976 | | | 7151 | | | | 667 | |
| Santa Clara | | June 10, 1976 | | | C073 | | | | 688 | |
| Solano | | June 10, 1976 | | | 1976 | | | | 31463 | |
| Sonoma | | June 10, 1976 | | | 3089 | | | | 913 | |
| Tulare | | June 10, 1976 | | | 3326 | | | | 626 | |
| Ventura | | November 15, 1983 | | Doc. No. 130195 | | | | |
| Yuba | | June 10, 1976 | | | 616 | | | | 512 | |
Twenty-seventh Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | March 24, 1978 | | | 5312 | | | | 57 | |
| Butte | | March 24, 1978 | | | 2268 | | | | 279 | |
| Fresno | | March 27, 1978 | | | 6997 | | | | 25 | |
| Glenn | | March 24, 1978 | | | 626 | | | | 594 | |
| Kern | | March 24, 1978 | | | 5098 | | | | 1124 | |
| Los Angeles | | March 24, 1978 | | Doc. No. 78-310554 | | | | |
| Monterey | | March 24, 1978 | | | 1227 | | | | 755 | |
| City and County of San Francisco | | March 24, 1978 | | | C538 | | | | 664 | |
| San Joaquin | | March 27, 1978 | | | 4377 | | | | 286 | |
| San Mateo | | March 24, 1978 | | | 7728 | | | | 715 | |
| Santa Clara | | March 24, 1978 | | | D549 | | | | 102 | |
| Solano | | March 24, 1978 | | | 21803 | | | | 73 | |
| Sonoma | | March 24, 1978 | | | 3371 | | | | 634 | |
| Tulare | | March 27, 1978 | | | 3315 | | | | 618 | |
| Ventura | | November 15, 1983 | | Doc. No. 130196 | | | | |
| Yuba | | March 24, 1978 | | | 662 | | | | 589 | |
C-11
Twenty-eighth Supplemental Indenture
| | | | | | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | | | | | |
| Alameda | | August 28, 1978 | | | 5551 | | | | 62 | |
| Butte | | August 28, 1978 | | | 2318 | | | | 170 | |
| Fresno | | August 28, 1978 | | | 7107 | | | | 2 | |
| Glenn | | August 28, 1978 | | | 633 | | | | 666 | |
| Kern | | August 28, 1978 | | | 5135 | | | | 674 | |
| Los Angeles | | August 28, 1978 | | Doc. No. 78-951209 | | | | |
| Monterey | | August 28, 1978 | | | 1270 | | | | 1030 | |
| City and County of San Francisco | | August 28, 1978 | | | C631 | | | | 740 | |
| San Joaquin | | August 28, 1978 | | | 4442 | | | | 141 | |
| San Mateo | | August 28, 1978 | | | 7774 | | | | 1709 | |
| Santa Clara | | August 28, 1978 | | | D914 | | | | 715 | |
| Solano | | August 28, 1978 | | | 71420 | | | | | |
| Sonoma | | August 28, 1978 | | | 3445 | | | | 337 | |
| Tulare | | August 28, 1978 | | | 3566 | | | | 14 | |
| Ventura | | November 15, 1983 | | Doc. No. 130197 | | | | |
| Yuba | | August 28, 1978 | | | 675 | | | | 331 | |
Twenty-ninth Supplemental Indenture
| | | | | | | |
| County or | | | | Volume of | | Pages At Which |
| City and County | | Date of Recordation | | Official Records | | Record Commences |
| | | | | | | |
| Alameda | | March 28, 1980 | | 80-055698 | | |
| Butte | | March 28, 1980 | | 2500 | | 503 |
| Fresno | | March 31, 1980 | | 7494 | | 230 |
| Glenn | | March 31, 1980 | | 663 | | 509 |
| Kern | | March 28, 1980 | | 5275 | | 818 |
| Los Angeles | | March 31, 1980 | | Doc. No. 80-318971 | | |
| Monterey | | March 31, 1980 | | 1399 | | 636 |
| City and County of San Francisco | | March 28, 1980 | | C970 | | 327 |
| San Joaquin | | March 31, 1980 | | 80020795 | | |
| San Mateo | | March 28, 1980 | | 7948 | | 1952 |
| Santa Clara | | March 28, 1980 | | F233 | | 366 |
| Solano | | March 28, 1980 | | 23159 | | |
| Sonoma | | March 28, 1980 | | 80-18782 | | |
| Tulare | | March 31, 1980 | | 3753 | | 500 |
| Ventura | | November 15, 1983 | | Doc. No. 130198 | | |
| Yuba | | March 28, 1980 | | 722 | | 625 |
Thirtieth Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | January 2, 1981 | | 81-000002 | | |
| Butte | | January 2, 1981 | | 81-113 | | 2583-250 |
| Fresno | | January 2, 1981 | | 401 | | 7651-362 |
| Glenn | | January 2, 1981 | | 0023 | | 678-226 |
| Kern | | January 5, 1981 | | 000286 | | 5342-1512 |
| Los Angeles | | January 2, 1981 | | 81-2293 | | |
| Monterey | | January 2, 1981 | | G00066 | | 1456-551 |
C-12
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| |
| City and County of San Francisco | | December 31, 1980 | | D044298 | | D127-551 |
| San Joaquin | | January 2, 1981 | | 81000191 | | |
| San Mateo | | January 2, 1981 | | 0507AS | | |
| Santa Clara | | January 2, 1981 | | 6941984 | | F825-269 |
| Solano | | January 2, 1981 | | 60 Pg. 90-156 | | |
| Sonoma | | January 2, 1981 | | 81-000131 | | |
| Tulare | | January 2, 1981 | | 189 | | 3828-412 |
| Ventura | | November 15, 1983 | | 130199 | | |
| Yuba | | January 2, 1981 | | 7644 | | 743-99 |
Thirty-first Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | May 4, 1982 | | 82-064230 | | |
| Butte | | May 4, 1982 | | 82-12318 | | 2715-529 |
| Fresno | | May 3, 1982 | | 37212 | | 7901-572 |
| Glenn | | May 4, 1982 | | 1908 | | 704-299 |
| Kern | | May 3, 1982 | | 40614 | | 5456-1478 |
| Los Angeles | | May 3, 1982 | | 82-445736 | | |
| Monterey | | May 3, 1982 | | G17137 | | 1549-234 |
| City and County of San Francisco | | May 3, 1982 | | D198127 | | D392-276 |
| San Joaquin | | May 4, 1982 | | 82022803 | | |
| San Mateo | | May 3, 1982 | | 82035410 | | |
| Santa Clara | | May 3, 1982 | | 7353398 | | |
| Solano | | May 3, 1982 | | 15522 | | Pg. 26792 |
| Sonoma | | May 3, 1982 | | 82-23083 | | |
| Tulare | | May 3, 1982 | | 19242 | | 3961-163 |
| Ventura | | November 15, 1983 | | 130200 | | |
| Yuba | | May 3, 1982 | | 10984 | | 775-263 |
Thirty-second Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | October 13, 1983 | | 83-191597 | | |
| Butte | | October 13, 1983 | | 83-34081 | | 2874-684 |
| Fresno | | October 13, 1983 | | 83095135 | | |
| Glenn | | October 13, 1983 | | 4435 | | 733-446 |
| Kern | | October 13, 1983 | | 041161 | | 5597-658 |
| Los Angeles | | October 13, 1983 | | 83-1208172 | | |
| Monterey | | October 13, 1983 | | G46236 | | 1674-1194 |
| City and County of San Francisco | | October 13, 1983 | | D408975 | | |
| San Joaquin | | October 13, 1983 | | 83074718 | | |
| San Mateo | | October 13, 1983 | | 83112077 | | |
| Santa Clara | | October 13, 1983 | | 780561 | | H980-717 |
| Solano | | October 13, 1983 | | 45171 | | Pg 85369 |
| Sonoma | | October 13, 1983 | | 83069362 | | |
| Tulare | | October 13, 1983 | | 51515 | | 4120-726 |
| Ventura | | October 13, 1983 | | 117059 | | |
| Ventura re-recorded | | November 15, 1983 | | 130202 | | |
| Yuba | | October 13, 1983 | | 3764 | | 810-614 |
C-13
Thirty-third Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | September 13, 1988 | | 88-232083 | | |
| Butte | | September 13, 1988 | | 88-031123 | | |
| Fresno | | September 13, 1988 | | 88101543 | | |
| Glenn | | September 13, 1988 | | 88-4023 | | |
| Kern | | September 13, 1988 | | 31355 | | 6162-1754 |
| Los Angeles | | September 13, 1988 | | 88-1464893 | | |
| Monterey | | September 13, 1988 | | 47561 | | 2273-660 |
| City and County of San Francisco | | September 13, 1988 | | E243818 | | |
| San Joaquin | | September 13, 1988 | | 88077190 | | |
| San Mateo | | September 13, 1988 | | 88120443 | | |
| Santa Clara | | September 13, 1988 | | 9833944 | | |
| Solano | | September 13, 1988 | | 54422 | | 1988-117737 |
| Sonoma | | September 13, 1988 | | 88-77182 | | |
| Tulare | | September 13, 1988 | | 58120 | | 4745-662 |
| Ventura | | September 13, 1988 | | 88-133327 | | |
| Yuba | | September 13, 1988 | | 2818 | | |
Thirty-fourth Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | December 20, 1990 | | 90-332019 | | |
| Butte | | December 20, 1990 | | 90-054231 | | |
| Fresno | | December 20, 1990 | | 90155101 | | |
| Glenn | | December 21, 1990 | | 90-6395 | | |
| Kern | | December 20, 1990 | | 85807 | | 6468-709 |
| Los Angeles | | December 20, 1990 | | 90-2094360 | | |
| Monterey | | December 20, 1990 | | 73725 | | 2589-678 |
| City and County of San Francisco | | December 20, 1990 | | E836831 | | F276-480 |
| San Joaquin | | December 20, 1990 | | 90122496 | | |
| San Mateo | | December 20, 1990 | | 90165083 | | |
| Santa Clara | | December 21, 1990 | | 10758142 | | |
| Solano | | December 20, 1990 | | 99015 | | 1990 |
| Sonoma | | December 20, 1990 | | 90-122784 | | |
| Tulare | | December 20, 1990 | | 83069 | | |
| Ventura | | December 20, 1990 | | 90-187399 | | |
| Yuba | | December 20, 1990 | | 90-14553 | | |
Thirty-fifth Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | November 3, 1992 | | 92-358477 | | |
| Butte | | November 3, 1992 | | 92-050443 | | |
C-14
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| Fresno | | November 3, 1992 | | 92167544 | | |
| Glenn | | November 3, 1992 | | 92-5920 | | |
| Kern | | November 3, 1992 | | 167635 | | 6757-1488 |
| Los Angeles | | November 3, 1992 | | 92-2022769 | | |
| Monterey | | November 3, 1992 | | 78604 | | 2867-956 |
| City and County of San Francisco | | November 3, 1992 | | F237077 | | |
| San Joaquin | | November 2, 1992 | | 92127961 | | |
| San Mateo | | November 3, 1992 | | 92180648 | | |
| Santa Clara | | November 3, 1992 | | 11617179 | | |
| Solano | | November 3, 1992 | | 101527 | | |
| Sonoma | | November 3, 1992 | | 1992-137370 | | |
| Tulare | | November 3, 1992 | | 92-081425 | | |
| Ventura | | November 3, 1992 | | 92-198950 | | |
| Yuba | | November 3, 1992 | | 92-13796 | | |
Thirty-sixth Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | June 9, 1993 | | 93-202253 | | |
| Butte | | June 9, 1993 | | 93-023408 | | |
| Fresno | | June 9, 1993 | | 93086809 | | |
| Glenn | | June 10, 1993 | | 93-2925 | | |
| Kern | | June 9, 1993 | | 82236 | | 6859-1043 |
| Los Angeles | | June 9, 1993 | | 93-1098735 | | |
| Monterey | | June 9, 1993 | | 38484 | | |
| City and County of San Francisco | | June 9, 1993 | | F371252 | | F896-0727 |
| San Joaquin | | June 9, 1993 | | 93067318 | | |
| San Mateo | | June 9, 1993 | | 93094357 | | |
| Santa Clara | | June 9, 1993 | | 11944269 | | |
| Solano | | June 9, 1993 | | 93-51895 | | |
| Sonoma | | June 9, 1993 | | 93-71358 | | |
| Tulare | | June 9, 1993 | | 93-040396 | | |
| Ventura | | June 9, 1993 | | 93-104242 | | |
| Yuba | | June 9, 1993 | | 93-06640 | | |
Thirty-seventh Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | September 28, 1993 | | 93342967 | | |
| Butte | | September 28, 1993 | | 93-041800 | | |
| Fresno | | September 28, 1993 | | 93148269 | | |
| Glenn | | September 28, 1993 | | 93-5140 | | |
| Kern | | September 28, 1993 | | 140436 | | 6915-188 |
| Los Angeles | | September 28, 1993 | | 93-1891500 | | |
| Monterey | | September 28, 1993 | | 66464 | | |
| City and County of San Francisco | | September 28, 1993 | | F456929 | | F973-511 |
| San Joaquin | | September 28, 1993 | | 93111959 | | |
| San Mateo | | September 28, 1993 | | 93164391 | | |
C-15
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| Santa Clara | | September 28, 1993 | | 12128051 | | |
| Solano | | September 28, 1993 | | 93-88880 | | 1993 |
| Sonoma | | September 28, 1993 | | 93-121864 | | |
| Tulare | | September 28, 1993 | | 93-069108A | | |
| Ventura | | September 28, 1993 | | 93-181168 | | |
| Yuba | | September 28, 1993 | | 93-11284 | | |
Thirty-eighth Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Alameda | | November 2, 1993 | | 93390873 | | |
| Butte | | November 2, 1993 | | 93-048806 | | |
| Fresno | | November 2, 1993 | | 93170561 | | |
| Glenn | | November 2, 1993 | | 93-5825 | | |
| Kern | | November 2, 1993 | | 162046 | | 6935-2210 |
| Lake | | March 19, 2009 | | 2009004258 | | |
| Los Angeles | | November 2, 1993 | | 93-2143052 | | |
| Monterey | | November 2, 1993 | | 77734 | | |
| City and County of San Francisco | | November 2, 1993 | | F477371 | | F997-0471 |
| San Joaquin | | November 2, 1993 | | 93129084 | | |
| San Mateo | | November 2, 1993 | | 93188734 | | |
| Santa Clara | | November 2, 1993 | | 12188841 | | |
| Solano | | November 2, 1993 | | 1993-104293 | | 1993 |
| Sonoma | | November 2, 1993 | | 93-140937 | | |
| Tulare | | November 2, 1993 | | 93-078948A | | |
| Ventura | | November 2, 1993 | | 92-208807 | | |
| Yuba | | November 2, 1993 | | 93-12958 | | |
Memorandum of Indenture referencing the First through Thirty-eighth Supplemental Indentures
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| | | | | | | |
| Marin | | March 30, 2009 | | 2009-0015722 | | |
Thirty-ninth Supplemental Indenture, Fortieth Supplemental Indenture, Forty-first Supplemental
Indenture, Forty-second Supplemental Indenture, Forty-third Supplemental Indenture, Forty-fourth
Supplemental Indenture, Forty-fifth Supplemental Indenture, Forty-sixth Supplemental Indenture,
Forty-seventh Supplemental Indenture, Forty-eighth Supplemental Indenture and Forty-ninth
Supplemental Indenture
| | | | | | | |
| County or | | | | Book and Page | | |
| City and County | | Date of Recordation | | Document No. | | (Reel Image) |
| Alameda | | On or about the date
hereof | | | | |
| Butte | | On or about the date
hereof | | | | |
| Fresno | | On or about the date
hereof | | | | |
| Glenn | | On or about the date
hereof | | | | |
| Kern | | On or about the date
hereof | | | | |
| Lake | | On or about the date
hereof | | | | |
| Los Angeles | | On or about the date
hereof | | | | |
| Marin | | On or about the date
hereof | | | | |
| Monterey | | On or about the date
hereof | | | | |
| San Joaquin | | On or about the date
hereof | | | | |
| San Mateo | | On or about the date
hereof | | | | |
| Santa Clara | | On or about the date
hereof | | | | |
| Solano | | On or about the date
hereof | | | | |
| Sonoma | | On or about the date
hereof | | | | |
| Tulare | | On or about the date
hereof | | | | |
| Ventura | | On or about the date
hereof | | | | |
| Yuba | | On or about the date
hereof | | | | |
C-16
EXHIBIT D
FORM OF PARENT GUARANTEE
GUARANTEE, dated as of (as amended from time to time, this “Guarantee”), made by California Water Service Group, a Delaware corporation (the “Guarantor”), in favor of U.S. Bank National Association, as trustee (“Trustee”) for the registered holders (the “Holders”) of the 5.29% First Mortgage Bonds due 2022, Series HHH (collectively, the “Bonds”) of California Water Service Company, a California corporation (the “Issuer”).
WITNESSETH:
SECTION 1.Guarantee. (a) The Guarantor hereby fully, absolutely, irrevocably and unconditionally guarantees the due and punctual payment when due, whether at stated maturity, by acceleration, by notice of prepayment or otherwise, of the principal of, premium, if any, and interest on the Bonds (the “Obligations”), according to the terms of the Bonds and as more fully described in the Indenture dated as of April 1, 1928 (as amended, modified or otherwise supplemented from time to time, including the Thirty-ninth Supplemental Indenture and the Fiftieth Supplemental Indenture, the “Indenture”), between the Issuer and the Trustee, and any other amounts payable by the Guarantor to the Holders under the Indenture. The Guarantor’s obligation to make payment on the Obligations may be satisfied by direct payment of the required full and final amounts by the Guarantor to the Holders or by causing the Issuer to pay such full and final amounts to the Holders.
(b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, result in the Obligations of the Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.
(c) The Guarantor hereby covenants to comply with the provisions of Article XIII of the Indenture.
SECTION 2.Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Holders of the Bonds with respect thereto. The Guarantor assents to all the terms, covenants and conditions of the Bonds and the Indenture. The liability of the Guarantor under this Guarantee shall be full, absolute, irrevocable and unconditional irrespective of:
(a) any lack of validity, enforceability or genuineness of any provision of the Indenture, the Bonds or any other agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture;
(c) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guarantee, for all or any of the Obligations;
(d) the recovery of any judgment against the Issuer, or by the levy of any writ or process of execution under such judgment, or by any action or proceedings taken by any Holder under the Indenture, the Bonds or the Guarantee for the enforcement thereof or hereof;
(e) the consolidation or merger of the Issuer with or into any other corporation or any sale, lease or other disposition of the Issuer’s properties as an entirety or substantially as an entirety to any other corporation;
(f) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer of any express or implied agreement, covenant, term or condition relating to the Bonds to be performed or observed by the Issuer;
(g) the extension of time for the payment by the Issuer of any portion of the Obligations (other than an extension of time for payment of Obligations that results from the extension of any interest payment period on the Bonds as provided in the Indenture), or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Bonds;
(h) any failure, omission, delay or lack of diligence on the part of the Holders to enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders pursuant to the terms of the Bonds, or any action on the part of the Issuer granting indulgence or extension of any kind;
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(i) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the assets of the Issuer;
(j) any invalidity of, or defect or deficiency in, the Bonds;
(k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred; or
(l) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment of the underlying obligation) and any other act or delay or failure to act, or by any other thing, which may or might in any manner or to any extent vary the risk of the Guarantor, it being the intent of this Section 2 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.
There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.
SECTION 3.Subordination. The Guarantor covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor ranking (a)pari passuwith all existing and future senior indebtedness of the Guarantor and (b) senior in right of payment to all existing and future subordinated indebtedness of the Guarantor.
SECTION 4.Waiver; Subrogation. (a) The Guarantor hereby irrevocably waives promptness, diligence, notice of acceptance, notice of nonpayment, notice of dishonor, notice of redemption, notice of any Event of Default and any other notice with respect to this Guarantee, presentment, demand for payment or protest and all other demands and related notices, and any requirement that the Trustee, or the Holders of any Bonds protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person or any collateral.
(b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders of any Bonds against the Issuer or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right. If any amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to the cash payment in full of the Obligations and all other amounts payable under this Guarantee, such amount shall be held in trust for the benefit of the Trustee and the Holders of any Bonds and shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts payable under this Guarantee thereafter arising.
(c) Guarantor further waives any and all rights and defenses that Guarantor may have because Issuer’s debt is secured by real property; this means, among other things, that: (1) Guarantor waives any such defenses that may arise out of an election of remedies by Trustee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (2) Trustee may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Issuer; (3) if Trustee forecloses on any real property collateral pledged by Issuer, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Trustee may collect from Guarantor even if Trustee, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Issuer. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Issuer’s debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.
(d) The Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits.
SECTION 5.Rights of Holders. The Guarantor expressly acknowledges that: (i) this Guarantee will be deposited with the Trustee to be held for the benefit of the Holders; (ii) the Trustee has the right to enforce this Guarantee on behalf of the Holders; and (iii) the Holders of a majority in principal amount of the Bonds have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in respect of this Guarantee or exercising any trust or power conferred upon the Trustee under this Guarantee.
SECTION 6.Independent Obligations. The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Bonds and that the Guarantor shall be liable as principal and as debtor hereunder to pay the Obligations pursuant to the terms of this Guarantee.
SECTION 7.No Waiver; Remedies. No failure on the part of the Trustee or any Holder of the Bonds to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
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SECTION 8.Guarantee of Payment; Continuing Guarantee; Transfer of Interest. This Guarantee creates a guarantee of payment. This Guarantee is a continuing guarantee and shall (a) remain in full force and effect until the earliest to occur of (i) the date, if any, on which the Guarantor shall consolidate with or merge into the Issuer or any successor thereto, (ii) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor, and (iii) final payment in full of the Obligations, (b) be binding upon the Guarantor, its successors and assigns, and (c) inure to the benefit of and be enforceable by any Holder of Bonds, the Trustee, and by their respective successors, transferees, and assigns.
SECTION 9.Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Holder of the Bonds or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.
SECTION 10.Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any Holder of the Bonds;provided, however, that if such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Bonds, the prior written consent of the Trustee (in the case of (b), acting at the written direction of the Holders of a majority in aggregate principal amount of Bonds) shall be required;provided, further, however, that the Guarantor shall provide a copy of any such amendment to the Trustee.
SECTION 11.Governing Law. This Guarantee shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the Trust Indenture Act of 1939, as amended, shall be applicable.
SECTION 12.Notices. Any notice or communication shall be in writing and shall be hand delivered or mailed by first class mail (registered or certified, return receipt requested) or sent by facsimile, to the Guarantor at the following address:
California Water Service Group
1720 North First Street
San Jose, CA 95112
Telecopier no.: (408) 367-8430
Attention of: Chief Financial Officer
IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.
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| | CALIFORNIA WATER SERVICE GROUP,
as Guarantor
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| | By: | | |
| | | Name: | | |
| | | Title: | | |
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