EXHIBIT 4.02
This Note is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depositary or a nominee of a Depositary. This Global
Security is exchangeable for Securities registered in the name of
a Person other than the Depositary or its nominee only in the
limited circumstances described in the Indenture, and no transfer
of this Security (other than a transfer of this Security as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary) may be registered except in such limited
circumstances. Every Security delivered upon registration of
transfer of, or in exchange for, or in lieu of, this Global
Security shall be a Global Security subject to the foregoing,
except in the limited circumstances described above.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment
is to be made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.
Registered No. 1 $50,000,000
CUSIP No.842505AB2
SOUTHERN CALIFORNIA WATER COMPANY
7.23% Note due 2031
SOUTHERN CALIFORNIA WATER COMPANY promises to pay to CEDE &
CO., or registered assigns, the principal sum of FIFTY MILLION
UNITED STATES DOLLARS AND NO CENTS ($50,000.000.00) on the Stated
Maturity Date specified below and to pay interest thereon at the
Interest Rate specified below.
Stated Maturity Date: December 15, 2031
Original Issue Date: December 11, 2001
Interest Rate: 7.23 per cent.
Interest Payment Dates: June 15 and December 15
Record Dates: June 1 and December 1
SOUTHERN CALIFORNIA WATER COMPANY
(Seal) By:
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Floyd E. Wicks
President and Chief Executive
Officer
Attest:
By:
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McClellan Harris III
Corporate Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
J.P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION
By: Dated: December 11, 2001
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Authorized Signature
SOUTHERN CALIFORNIA WATER COMPANY
7.23% Note due 2031
1. Interest.
Southern California Water Company ("Company"), a
California corporation, promises to pay interest on the
principal amount of this note (this "Security") at the
rate per annum shown above. The Company will pay
interest semiannually on June 15 and December 15 of
each year commencing June 15, 2002. Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from December 11, 2001. Interest will be
computed on the basis of a 360-day year of twelve 30-
day months.
2. Method of Payment.
The Company will pay interest on the Securities to the
persons who are registered holders of Securities at the
close of business on the Record Date for the next
Interest Payment Date, except as otherwise provided in
the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The
Company will 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. The
Company may pay principal and interest by check payable
in such money. It may mail an interest check to a
holder's registered address.
3. Redemption.
The Securities are not redeemable.
4. Securities Agents.
Initially, J.P. Morgan Trust Company, National
Association, will act as Paying Agent, Transfer Agent
and Registrar. The Company may change any Paying
Agent, Transfer Agent or Registrar without notice. The
Company or any Affiliate may act in any such capacity.
Subject to certain conditions, the Company may change
the Trustee.
5. Indenture.
The Company issued the Securities under an Indenture
dated as of September 1, 1993 ("Indenture") between the
Company and J.P. Morgan Trust Company, National
Association (formerly Chemical Trust Company of
California), as trustee ("Trustee"). The terms of the
Securities include those stated in the Indenture and in
the Securities Resolution creating the Securities and
those made part of the Indenture by the Trust Indenture
Act of 1939 (15 U.S. Code 77aaa-77bbbb).
Securityholders are referred to the Indenture, the
Security Resolution and such Act for a statement of
such terms.
6. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,000 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees
required by law or the Indenture.
7. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
8. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the
securities of all series affected by the amendment.
Subject to certain exceptions, a default on the
Securities may be waived with the consent of the
holders of a majority in principal amount of the
Securities.
Without the consent of any Securityholder, the
Indenture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights of
any Securityholder.
9. Absence of Restrictive Covenants.
The Securities are unsecured general obligations of the
Company.
The Indenture does not limit the amount of the
Securities or other unsecured debt of the Company.
10. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
11. Defeasance Prior to Maturity.
Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the
Securities to maturity. U.S. Government Obligations
are securities backed by the full faith and credit
of the United States of America or certificates
representing an ownership interest in such Obligations.
12. Defaults and Remedies.
An Event of Default includes: default for 60 days in
payment of interest on the Securities; default for
three business days in payment of principal on the
Securities; default by the Company for a specified
period after notice to it in the performance of any of
its other agreements applicable to the Securities; and
certain events of bankruptcy or insolvency. If an
Event of Default occurs and is continuing, the Trustee
or the holders of at least 33-1/3% in principal amount
of the Securities may declare the principal of all the
Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Securities. Subject
to certain limitations, holders of a majority in
principal amount of the Securities may direct the
Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any
continuing default (except a default in payment of
principal or interest) if it determines that
withholding notice is in their interests. The Company
must furnish an annual compliance certificate to the
Trustee.
13. Trustee Dealings with Company.
J.P. Morgan Trust Company, National Association, the
Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits
from, and perform services for the Company or its
Affiliates, and may otherwise deal with those persons,
as if it were not Trustee.
14. No Recourse Against Others.
A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any
obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
15. Authentication.
This Security shall not be valid until authenticated by
a manual signature of the Registrar.
16. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM
(=tenants in common), TEN ENT (=tenants by the
entirety), JT TEN (=joint tenants with right of
survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors
Act).
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
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: :
:--------------------------------------:
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
hereby and irrevocably appoint _____________________________
agent to transfer this Security on the books of the Company. The
agent may substitute another to act for him.
Date:
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Your Signature:
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(Sign exactly as your name appears on the other
side of this Security)