EXHIBIT 4.2
Sempra Energy
FORM OF OFFICER'S CERTIFICATE
(Pursuant to Sections 201 and 301 of the Indenture)
Dated: February __, 2000
The undersigned, Charles A. McMonagle, Vice President and Treasurer of
Sempra Energy, and Gary Kyle, Assistant Secretary of Sempra Energy, a California
corporation (the "Company"), hereby certify as follows:
The undersigned, having read the appropriate provisions of the
Indenture dated as of February 23, 2000 (the "Indenture") between the Company
and U.S. Bank Trust National Association, as trustee (the "Trustee"), including
Sections 201, 301 and 303 thereof and the definitions in such Indenture relating
thereto, and certain other corporate documents and records, and having made such
examination and investigation as, in the opinion of the undersigned, each
considers necessary to enable the undersigned to express an informed opinion as
to whether or not the conditions set forth in the Indenture relating to the
establishment of the terms of the offering of $500,000 of the Company's 7.95%
Notes due 2010 (the "Notes") and the form of certificate evidencing the Notes
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have been complied with, and whether the conditions in the Indenture relating to
the authentication and delivery by the Trustee of the Notes have been complied
with, certify that (1) the terms of the Notes were established by the
undersigned pursuant to authority delegated to them by resolutions duly adopted
by the Board of Directors of the Company on April 6, 1999 and January 25, 2000
(the "Resolutions") and such terms are as set forth in Annex I hereto, (2) the
form of certificate evidencing the Notes was established by the undersigned
pursuant to authority delegated to them by the Resolutions and shall be in
substantially the form attached as Annex II hereto, (3) a true, complete and
correct copy of the Resolutions, which were duly adopted by the Board of
Directors of the Company and are in full force and effect on the date hereof,
are attached as an exhibit to the Certificate of the Secretary of the Company of
even date herewith, and (4) the form and terms of the Notes have been
established pursuant to Sections 201 and 301 of the Indenture and comply with
the Indenture and, in the opinion of the undersigned, all conditions provided
for in the Indenture (including, without limitation, those set forth in
Sections 201, 301 and 303 of the Indenture) relating to the establishment of the
terms of the Notes and the form of certificate evidencing the Notes, and
relating to the execution, authentication and delivery of the Notes, have been
complied with.
This certificate may be executed by the parties hereto in
counterparts, each of which when so executed shall be deemed to be an original,
with the same effect as if the signatures thereto and hereto were on the same
instrument, but all such counterparts shall together constitute but one and the
same instrument.
Latham & Watkins and Brown & Wood llp are entitled to rely on this
certificate in connection with the respective opinions the firms are rendering
pursuant to the Underwriting Agreement.
(Signature Page Follows)
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IN WITNESS WHEREOF, we have hereunto set our hands as of the date
first written above.
________________________________
Charles A. McMonagle
Vice President and Treasurer
________________________________
Gary Kyle
Assistant Secretary
ANNEX I
Capitalized terms used in this Annex I and not otherwise defined
herein have the same definitions as in the Indenture referred to in the
Officers' Certificate of which this Annex I constitutes a part.
(1) The Securities of the series established hereby shall be known and
designated as the "7.95% Notes due 2010."
(2) The aggregate principal amount of the Securities of such series which
may be authenticated and delivered under the Indenture is limited to
$500,000,000, except for Securities of such series authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the same series pursuant to Sections 304, 305, 306, 906 or 1106 of
the Indenture. However, such series may be re-opened by the Company for the
issuance of additional Securities of such series, so long as any such additional
Securities have the same form and terms (other than date of issuance and the
date from which interest thereon shall begin to accrue), and carry the same
right to receive accrued and unpaid interest, as the Securities of such series
theretofore issued; provided, however, that, notwithstanding the foregoing, such
series may not be reopened if the Company has effected defeasance or covenant
defeasance with respect to the Securities of such series pursuant to Section
1302 and 1303, respectively, of the Indenture or has effected satisfaction and
discharge with respect to the Securities of such series pursuant to Section 401
of the Indenture.
(3) The Securities of such series are to be issuable only as Registered
Securities without coupons. The Securities of such series shall be issued in
book-entry form and represented by one or more global Securities of such series
(the "Global Securities"), the initial depositary (the "Depositary") for the
Global Securities shall be The Depository Trust Company and the depositary
arrangements shall be those employed by whoever shall be the Depositary with
respect to the Global Securities from time to time. Notwithstanding the
foregoing, certificated Securities of such series in definitive form may be
issued in exchange for Global Securities under the circumstances contemplated by
Section 305 of the Indenture.
(4) The Securities of such series shall be sold by the Company to the
several underwriters (the "Underwriters") named in Schedule I to the Pricing
Agreement dated February 17, 2000 between the Company and the Underwriters (the
"Pricing Agreement") with the Company, at a price equal to 99.088% of the
principal amount thereof and the initial price to public of the Securities of
such series shall be 99.738% of the principal amount thereof, and underwriting
discounts and commissions shall be 0.650% of the principal amount of such
Securities.
(5) The Stated Maturity of the Securities of such series on which the
principal thereof is due and payable shall be March 1, 2010.
(6) The principal of the Securities of such series shall bear interest at
the rate of 7.95% per annum from February 23, 2000 or from the most recent date
to which interest has been paid or duly provided for, payable semiannually in
arrears on March 1 and September 1 (each, an
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"Interest Payment Date") of each year, commencing September 1, 2000. Interest on
the Securities of such series will be computed on the basis of a 360-day year of
twelve 30-day months. No Additional Amounts shall be payable on the Securities
of such series.
(7) The Securities of such series are redeemable, as a whole or from time
to time in part, at the option of the Company and in the form of Security which
appears as Annex II to this Officers' Certificate. The redemption price for the
notes to be redeemed on any redemption date will be equal to the greater of the
following amounts:
. 100% of the principal amount of the notes being redeemed on the
redemption date; or
. the sum of the present values of the remaining scheduled payments of
principal and interest on the notes being redeemed on that redemption
date (not including any portion of any payments of interest accrued to
the redemption date) discounted to the redemption date on a semiannual
basis at the Adjusted Treasury Rate (as defined below) plus 15 basis
points, as determined by the Reference Treasury Dealer (as defined
below),
plus, in each case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, installments of interest on notes that are due
and payable on interest payment dates failing on or prior to a redemption date
will be payable on the interest payment date to the registered holders as of the
close of business on the relevant record date according to the notes and the
indenture. The redemption price will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
The Company will mail notice of any redemption at least 30 days but
not more than 60 days before the redemption date to each registered holder of
the notes to be redeemed. Once notice of redemption is mailed, the notes called
for redemption will become due and payable on the redemption date and at the
applicable redemption price, plus accrued and unpaid interest to the redemption
date. If the Company elects to redeem all or a portion of the notes, that
redemption will not be conditional upon receipt by the paying agent or the
trustee of monies sufficient to pay the redemption price.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the notes or portions
thereof called for redemption.
(8) The Securities of such series shall not be repayable or redeemable at
the option of the Holders prior to the Stated Maturity of the principal thereof
(except as provided in Article Five of the Indenture) and shall not be subject
to a sinking fund or analogous provision.
(9) The Borough of Manhattan, The City of New York is hereby designated as
a Place of Payment for the Securities of such series.
(10) The Company hereby appoints the Trustee, acting through its agency,
U.S. Bank Trust National Association in the Borough of Manhattan, The City of
New York, as the Company's agent for the purposes specified in Section 1002 of
the Indenture; provided,
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however, subject to Section 1002 of the Indenture, the Company may at any time
remove the Trustee as its office or agency in the Borough of Manhattan, The City
of New York designated for such purposes and may from time to time designate one
or more other offices or agencies for such purposes and may from time to time
rescind such designation, so long as the Company shall at all times maintain an
office or agency for such purposes in the Borough of Manhattan, The City of New
York.
(11) The Securities of such series shall be issued in denominations of
$1,000 and integral multiples of $1,000.
(12) The principal of, premium, if any, and interest on the Securities of
such series shall be payable in U.S. Dollars.
(13) Section 1302 of the Indenture shall apply to the Securities of such
series, provided that the Company may effect defeasance pursuant to Section 1302
only with respect to all (and not less than all) of the Outstanding Securities
of such series and (ii) the only covenants which, for purposes of the Securities
of such series. Covenant Defeasanse will not apply to the Notes.
(14) The Securities of such series shall not be convertible into or
exchangeable for other securities.
(15) As used herein, the following terms have the meanings set forth below:
"Adjusted Treasury Rate" means, with respect to any redemption
date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such notes.
(16) Anything in the Indenture or the Securities of such series to the
contrary notwithstanding, payments of the principal of and premium, if any, and
interest on the Global Securities shall be made by wire transfer to the
Depositary.
(17) To the extent that any provision of the Indenture or the Securities of
such series provides for the payment of interest on overdue principal of, or
premium, if any, or interest on, the Securities of such Series, then, to the
extent permitted by law, interest on such overdue principal, premium, if any,
and interest shall accrue at the rate of interest borne by the Securities of
such Series.
(18) The Securities of such series shall have such other terms and
provisions as are set forth in the form of certificate evidencing the Securities
of such series attached as Annex II to
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this Officers' Certificate, all of which terms and provisions are incorporated
by reference in and made a part of this Annex I as if set forth in full herein.
(19) As used in the Indenture with respect to the Securities of such series
and in the certificates evidencing the Securities of such series, all references
to "premium" on the Securities of such series shall mean any amounts (other than
accrued interest) payable upon the redemption of any Securities of such series
in excess of 100% of the principal amount of such Securities.
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ANNEX II
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Form of Certificate Evidencing the Notes
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