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EXHIBIT 4.93
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NINETY-SECOND SUPPLEMENTAL INDENTURE
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SOUTHERN CALIFORNIA EDISON COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
AND
R. G. MASON,
TRUSTEES
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DATED AS OF JUNE 1, 1993
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This Ninety-Second Supplemental Indenture, dated as of the 1st
day of June, 1993, by and between Southern California Edison Company (between
1930 and 1947 named "Southern California Edison Company Ltd."), a corporation
duly organized and existing under and by virtue of the laws of the State of
California and having its principal office and mailing address at 2244 Walnut
Grove Avenue, in the City of Rosemead, County of Los Angeles, State of
California 91770, and qualified to do business in the States of Arizona, New
Mexico, Nevada and Utah (hereinafter sometimes termed the "Company"), and
Harris Trust and Savings Bank, a corporation duly organized and existing under
and by virtue of the laws of the State of Illinois and having its principal
office and mailing address at 111 West Monroe Street, in the City of Chicago,
State of Illinois 60603 (successor by merger to an Illinois corporation of the
same name), and R. G. Mason of 111 West Monroe Street, in the City of Chicago,
State of Illinois 60603 (successor Trustee to Wells Fargo Bank, National
Association which was successor trustee to Security Pacific National Bank,
formerly named Security First National Bank and Security-First National Bank of
Los Angeles, successor, by consolidation and merger, to Pacific-Southwest Trust
& Savings Bank), as Trustees (hereinafter sometimes termed the "Trustees");
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered to said
Harris Trust and Savings Bank and said Pacific-Southwest Trust & Savings Bank,
a corporation organized under the laws of the State of California, trustees, a
certain Indenture of Mortgage or Deed of Trust dated as of October 1, 1923,
which said indenture was duly filed for record and recorded in the offices of
the respective recorders of the following counties: in the State of California
- -- Fresno County, Volume 397 of Official Records, page 1; Imperial County, Book
1174 of Official Records, page 966; Inyo County, Volume 154 of Official
Records, page 417; Kern County, Book 379 of Trust Deeds, page 196; Kings
County, Volume 84 of Deeds, page 1; Los Angeles County, Book 2963 of Official
Records, page 1; Madera County, Volume 9 of Official Records, page 63; Merced
County, Volume 363 of Official Records, page 1; Modoc County, Volume 230 of
Official Records, page 119 et seq.; Mono County, Volume 64 of Official Records,
page 29; Orange County, Book 496 of Deeds, page 1; Riverside County, Book 594
of Deeds, page 252; San Bernardino County, Book 825 of Deeds, page 1; San Diego
County, Series 5 Book 1964, page 84061; Santa Barbara County, Book 229 of
Deeds, page 30; Stanislaus County, Volume 465 of Official Records, page 370;
Tulare County, Volume 50 of Official Records, page 1; Tuolumne County, Volume
274 of Official Records, page 568; and Ventura County, Volume 33 of Official
Records, page 1; in the State of Nevada -- Clark County, Book 8 of Mortgages;
Churchill County, Book 40 of Official Records, page 235; Lyon County, Book 39
of Mortgages, page 1; Mineral County, Book 13 of Official Records, page 794;
Pershing County, Book 15 of Official Records, page 612; and Washoe County, Book
83 of Mortgages, page 301; in the State of Arizona -- La Paz County, Instrument
No. 83-000212 of Official Records; Mohave County, Book 11 of Realty Mortgages;
Maricopa County, Docket 4349 of Official Records, page 197; and Yuma County,
Docket 369, page 310; and in the offices of the county clerks of the following
counties in the State of New Mexico -- McKinley County, Book Mtg. 50, page 187
and filed as Document No. 10536 in the Chattel Records; and San Juan County,
Book Mtg. 630, page 13 and filed as Document No. 17838 in the Chattel Records
(hereinafter referred to as the "Original Indenture"), to secure the payment of
the principal of and interest on all bonds of the Company at any time
outstanding thereunder, and (as to certain such filings or recordings) the
principal of and interest on all Debentures of 1919 (referred to in the
Original Indenture and now retired) outstanding; and
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WHEREAS, the Company has heretofore executed and delivered to
the Trustees ninety-one certain supplemental indentures, dated, respectively,
as of March 1, 1927, April 25, 1935, June 24, 1935, September 1, 1935, August
15, 1939, September 1, 1940, January 15, 1948, August 15, 1948, February 15,
1951, August 15, 1951, August 15, 1953, August 15, 1954, April 15, 1956,
February 15, 1957, July 1, 1957, August 15, 1957, August 15, 1958, January 15,
1960, August 15, 1960, April 1, 1961, May 1, 1962, October 15, 1962, May 15,
1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1,
1967, February 1, 1968, January 15, 1969, October 1, 1969, December 1, 1970,
September 15, 1971, August 15, 1972, February 1, 1974, July 1, 1974, November
1, 1974, March 1, 1975, March 15, 1976, July 1, 1977, November 1, 1978, June
15, 1979, September 15, 1979, October 1, 1979, April 1, 1980, November 15,
1980, May 15, 1981, August 1, 1981, December 1, 1981, January 16, 1982, April
15, 1982, November 1, 1982, November 1, 1982, January 1, 1983, May 1, 1983,
December 1, 1984, March 15, 1985, October 1, 1985, October 15, 1985, March 1,
1986, March 15, 1986, April 15, 1986, April 15, 1986, July 1, 1986, September
1, 1986, September 1, 1986, December 1, 1986, July 1, 1987, October 15, 1987,
November 1, 1987, February 15, 1988, April 15, 1988, July 1, 1988, August 15,
1988, September 15, 1988, January 15, 1989, May 1, 1990, June 15, 1990, August
15, 1990, December 1, 1990, April 1, 1991, May 1, 1991, June 1, 1991, December
1, 1991, February 1, 1992, April 1, 1992, July 1, 1992, July 15, 1992, December
1, 1992, January 15, 1993 and March 1, 1993 which modify, amend and supplement
the Original Indenture, such Original Indenture, as so modified, amended and
supplemented, being hereinafter referred to as the "Amended Indenture"; and
WHEREAS, there have been issued and are now outstanding and
entitled to the benefits of the Amended Indenture, First and Refunding Mortgage
Bonds as follows:
Principal Principal
Series Due Amount Series Due Amount
------ ---- ---------- ------ ---- ---------
DDP 1999 12,525,000 88E 1995 125,000,000
HH 2002 125,000,000 89A 2020 17,581,000
VVP 2012 46,760,000 90B 2021 200,000,000
WWP 2003 42,850,000 90C 1993 100,000,000
XXP 2003 20,000,000 90D 2022 200,000,000
YYP 2013 44,930,000 91A 2021 104,460,000
86A 2016 110,000,000 91B 2023 200,000,000
86B 2018 200,000,000 91C 2024 200,000,000
86C 2019 200,000,000 91D 2017 28,585,000
86D, E, F and G 2008 196,000,000 92A 1995 200,000,000
86J 2015 8,300,000 92B 1999 150,000,000
86K 2017 125,000,000 92C 2027 30,000,000
87A, B, C and D 2008 135,000,000 92D 1997 300,000,000
87E, F, G and H 2008 100,000,000 92E 2004 190,000,000
88B 1998 150,000,000 93A 2000 225,000,000
88C 2020 100,000,000 93B 1997 200,000,000
88D 2006 30,000,000 93C 2026 300,000,000
WHEREAS, the Company proposes presently to issue in
fully registered form only, without coupons, $154,540,000 aggregate principal
amount of a new series of the Company's First and Refunding Mortgage Bonds,
said new series to be designated "Series 93D, Due 2023" the bonds of said
series to be dated as of June 1, 1993, and to mature June 1, 2023, (hereinafter
sometimes referred to as the "Bonds"), and the Company's authorized bonded
indebtedness has been increased to provide for the issuance of said series; and
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WHEREAS, the Company has acquired real and personal
property since the execution and delivery of the Ninety- First Supplemental
Indenture which, with certain exceptions, is subject to the lien of the Amended
Indenture by virtue of the after-acquired property clauses and other clauses
thereof, and the Company now desires in this Ninety-Second Supplemental
Indenture (hereinafter sometimes referred to as the "Supplemental Indenture")
expressly to convey and confirm unto the Trustees all properties, whether real,
personal or mixed, now owned by the Company (with the exceptions hereinafter
noted); and
WHEREAS, for the purpose of further safeguarding the
rights and interests of the holders of bonds under the Amended Indenture, the
Company desires, in addition to such conveyance, to enter into certain
covenants with the Trustees; and
WHEREAS, the making, executing, acknowledging,
delivering and recording of this Supplemental Indenture have been duly
authorized by proper corporate action of the Company, and the Trustees have
each duly determined to execute and accept this Supplemental Indenture;
NOW, THEREFORE, in order further to secure the payment
of the principal of and interest on all of the bonds of the Company at any time
outstanding under the Amended Indenture, as from time to time amended and
supplemented, including specifically, but without limitation, the First and
Refunding Mortgage Bonds, Series DDP, Series HH, Series VVP, Series WWP, Series
XXP, Series YYP, Series 86A, Series 86B, Series 86C, Series 86D, Series 86E,
Series 86F, Series 86G, Series 86J, Series 86K, Series 87A, Series 87B, Series
87C, Series 87D, Series 87E, Series 87F, Series 87G, Series 87H, Series 88B,
Series 88C, Series 88D, Series 88E, Series 89A, Series 90B, Series 90C, Series
90D, Series 91A, Series 91B, Series 91C, Series 91D, Series 92A, Series 92B,
Series 92C, Series 92D, Series 92E, Series 93A, Series 93B and Series 93C
referred to above, all of said bonds having been heretofore issued and being
now outstanding, and the Bonds, of the aggregate principal amount of
$154,540,000 to be presently issued and outstanding; and to secure the
performance and observance of each and every of the covenants and agreements in
the Amended Indenture contained, and without in any way limiting (except as
hereinafter specifically provided) the generality or effect of the Original
Indenture or any of said Supplemental Indentures executed and delivered prior
to the execution and delivery of this Supplemental Indenture insofar as by any
provision of any said indenture any of the properties hereinafter referred to
are subject to the lien and operation thereof, but to such extent (except as
hereinafter specifically provided) confirming such lien and operation, and for
and in consideration of the premises, and of the sum of One Dollar ($1.00) to
the Company duly paid by the Trustees, at or upon the ensealing and delivery of
these presents (the receipt whereof is hereby acknowledged), the Company has
executed and delivered this Supplemental Indenture and has granted, bargained,
sold, aliened, released, conveyed, assigned, transferred, warranted, mortgaged
and pledged, and by these presents does grant, bargain, sell, alien, release,
convey, assign, transfer, warrant, mortgage and pledge unto the Trustees, their
successors in trust and their assigns forever, in trust, with power of sale,
all of the following:
All and singular the plants, properties (including goods
which are or are to become fixtures), equipment and generating, transmission,
feeding, storing and distributing systems, and facilities and utilities of the
Company in the Counties of Fresno, Imperial, Inyo, Kern, Kings, Los Angeles,
Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San Diego,
Santa Barbara, Stanislaus, Tulare, Tuolumne and Ventura, in the State of
California, Churchill, Clark, Lyon, Mineral, Pershing and Washoe, in the
State of Nevada, La Paz, Maricopa and Mohave, in the State of
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Arizona, and McKinley and San Juan, in the State of New Mexico, and elsewhere
either within or without said States, with all and singular the franchises,
ordinances, grants, easements, rights-of-way, permits, privileges, contracts,
appurtenances, tenements and other rights and property thereunto appertaining
or belonging, as the same now exist and as the same or any and all parts
thereof may hereafter exist or be improved, added to, enlarged, extended or
acquired in said Counties, or elsewhere either within or without said States;
Together with, to the extent permitted by law, all other
properties, real, personal and mixed (including goods which are or are to
become fixtures), except as herein expressly excepted, of every kind, nature
and description, including those kinds and classes of property described or
referred to (whether specifically or generally or otherwise) in the Original
Indenture and/or in any one or more of the indentures supplemental thereto, now
or hereafter owned, possessed, acquired or enjoyed by or in any manner
appertaining to the Company, and the reversion and reversions, remainder and
remainders, tolls, incomes, revenues, rents, issues and profits thereof; it
being hereby intended and expressly agreed that all the business, franchises
and properties, real, personal and mixed (except as herein expressly excepted),
of every kind and nature whatsoever and wherever situated, now owned, possessed
or enjoyed and which may hereafter be in anywise owned, possessed, acquired or
enjoyed by the Company, shall be as fully embraced within the provisions hereof
and be subject to the lien created hereby and by the Original Indenture and
said supplemental indentures executed and delivered prior to the execution and
delivery of this Supplemental Indenture, as if said properties were
particularly described herein;
Saving and excepting, however, anything contained herein
or in the granting clauses of the Original Indenture, or of the above mentioned
indentures supplemental thereto, or elsewhere contained in the Original
Indenture or said supplemental indentures, to the contrary notwithstanding,
from the property hereby or thereby mortgaged and pledged, all of the following
property (whether now owned by the Company or hereafter acquired by it): all
bills, notes, warrants, customers' service and extension deposits, accounts
receivable, cash on hand or deposited in banks or with any governmental agency,
contracts, choses in action, operating agreements and leases to others (as
distinct from the property leased and without limiting any rights of the
Trustees with respect thereto under any of the provisions of the Amended
Indenture), all bonds, obligations, evidences of indebtedness, shares of stock
and other securities, and certificates or evidences of interest therein, all
office furniture and office equipment, motor vehicles and tools therefor, all
materials, goods, merchandise and supplies acquired for the purpose of sale in
the ordinary course of business or for consumption in the operation of any
property of the Company, and all electrical energy and other materials or
products produced by the Company for sale, distribution or use in the ordinary
conduct of its business -- other than any of the foregoing which has been or
may be specifically transferred or assigned to or pledged or deposited with the
Trustees, or any of them, under the Amended Indenture, or required by the
provisions of the Amended Indenture, so to be; provided, however, that if, upon
the occurrence of a default under the Amended Indenture, the Trustees, or any
of them, or any receiver appointed under the Amended Indenture, shall enter
upon and take possession of the mortgaged and pledged property, the Trustees,
or such Trustee or such receiver may, to the extent permitted by law, at the
same time likewise take possession of any and all of the property excepted by
this paragraph then on hand which is used or useful in connection with the
business of the Company, and collect, impound, use and administer the same to
the same extent as if such property were part of the mortgaged and
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pledged property and had been specifically mortgaged and pledged hereunder,
unless and until such default shall be remedied or waived and possession of the
mortgaged and pledged property restored to the Company, its successors or
assigns, and provided further, that upon the taking of such possession and
until possession shall be restored as aforesaid, all such excepted property of
which the Trustees, or such Trustee or such receiver shall have so taken
possession, shall be and become subject to the lien hereof, subject, however,
to any liens then existing on such excepted property.
And the Company does hereby covenant and agree with the
Trustees, and the Trustees with the Company, as follows:
PART I
The Trustees shall have and hold all and singular the
properties conveyed, assigned, mortgaged and pledged hereby or by the Amended
Indenture, including property hereafter as well as heretofore acquired, in
trust for the equal and proportionate benefit and security of all present and
future holders of the bonds and interest obligations issued and to be issued
under the Amended Indenture, as from time to time amended and supplemented,
without preference of any bond over any other bond by reason of priority in
date of issuance, negotiation, time of maturity, or for any other cause
whatsoever, except as otherwise in the Amended Indenture, as from time to time
amended and supplemented, permitted, and to secure the payment of all bonds now
or at any time hereafter outstanding under the Amended Indenture, as from time
to time amended and supplemented, and the performance of and compliance with
the covenants and conditions of the Amended Indenture, as from time to time
amended and supplemented, and under and subject to the provisions and
conditions and for the uses set forth in the Amended Indenture, as from time to
time amended and supplemented.
PART II
Article I to Article Twenty-One, inclusive, of the
Amended Indenture are hereby incorporated by reference herein and made a part
hereof as fully as though set forth at length herein.
PART III
All of the terms appearing herein shall be defined as
the same are now defined under the provisions of the Amended Indenture, except
when expressly herein otherwise defined.
PART IV
Pursuant to Section 1 of Article Five of the Original
Indenture, as amended by Part IV, Subpart C, of the Sixth Supplemental
Indenture, dated as of September 1, 1940, the notice to be given with respect
to the redemption of the Bonds in whole or in part, shall be limited to and
shall consist of the giving by the Company or Harris Trust and Savings Bank,
Trustee, of a written notice of such redemption by first class mail, postage
prepaid, at least 30 days prior to the date fixed for redemption to the holder
of each Bond called for redemption at the holder's last address shown on the
registry books of the Company. Failure to so mail such notice to the holder of
any Bond shall not affect the validity of the redemption proceedings with
respect to any other Bond.
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PART V
All, but only, the duties, responsibilities,
liabilities, immunities, rights, powers and indemnities against liability, of
the Trustees and each of them, with respect to the trust created by the Amended
Indenture, are hereby assumed by and given to the Trustees, and each of them,
with respect to the trust hereby created, and are so assumed and given subject
to all the terms and provisions with respect thereto as set forth in the
Amended Indenture, as fully and to all intents and purposes as if the same were
herein set forth at length; and this Supplemental Indenture is executed by the
Trustees for the purpose of evidencing their consent to the foregoing.
The recitals contained herein, except the recital that
the Trustees have each duly determined to execute and deliver this Supplemental
Indenture, shall be taken as the statements of the Company, and the Trustees
assume no responsibility for the correctness thereof. The Trustees make no
representations as to the validity of this Supplemental Indenture.
PART VI
As amended and supplemented by this Supplemental
Indenture, the Amended Indenture is in all respects ratified and confirmed, and
the Original Indenture and all said indentures supplemental thereto including
this Supplemental Indenture, shall be read, taken and considered as one
instrument, and the Company agrees to conform to and comply with all and
singular the terms, provisions, covenants and conditions set forth therein and
herein.
PART VII
In case any one or more of the provisions contained in
this Supplemental Indenture should be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions contained in this Supplemental Indenture, and, to the extent
and only to the extent that any such provision is invalid, illegal or
unenforceable, this Supplemental Indenture shall be construed as if such
provision had never been contained herein.
PART VIII
This Supplemental Indenture may be simultaneously
executed and delivered in any number of counterparts, each of which, when so
executed and delivered, shall be deemed to be an original.
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IN WITNESS WHEREOF, the Company has caused its corporate
name and seal to be hereunto affixed and this Supplemental Indenture to be
signed by its Chairman of the Board, its President or one of its Vice
Presidents and attested by the signature of its Secretary or one of its
Assistant Secretaries, for and in its behalf; said Harris Trust and Savings
Bank has caused its corporate name and seal to be hereunto affixed, and this
Supplemental Indenture to be signed, by one of its Vice Presidents or Assistant
Vice Presidents and attested by the signature of one of its Assistant
Secretaries, and said R. G. Mason has hereunto executed this Supplemental
Indenture; all as of the day and year first above written. Executed in
multiple.
Southern California Edison Company
By /s/Alan J. Fohrer
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Alan J. Fohrer
Senior Vice President, Treasurer and
Chief Financial Officer
Attest:
/s/Kenneth S. Stewart
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Kenneth S. Stewart
Secretary
(Seal)
Harris Trust and Savings Bank, Trustee
By /s/C. Potter
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C. Potter
Assistant Vice President
Attest:
/s/D. G. Donovan
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D. G. Donovan
Assistant Secretary
(Seal)
/s/R. G. Mason
- ----------------------------------
R. G. Mason
Trustee
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STATE OF CALIFORNIA }
} ss.
COUNTY OF LOS ANGELES }
On this 25th day of May, 1993, before me, Dorothy J. Fulco, a
Notary Public, personally appeared Alan J. Fohrer and Kenneth S. Stewart,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities
and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Dorothy J. Fulco
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Dorothy J. Fulco
Notary Public, State of California
(Seal)
My Commission expires on March 20, 1995
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STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
On this 26th day of May, 1993, before me personally appeared
C. Potter and D. G. Donovan, Assistant Vice President and Assistant Secretary
of Harris Trust and Savings Bank, respectively, known to me to be the persons
who executed the within instrument on behalf of the corporation therein named
and acknowledged to me that such corporation executed the within instrument
pursuant to its by-laws or a resolution of its board of directors.
/s/T. Muzquiz
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T. Muzquiz
Notary Public, Cook County, State of Illinois
(Seal)
My Commission expires on July 12, 1993
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STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
On this 26th day of May, 1993, before me personally appeared
R. G. Mason, known to me to be the person who executed the within instrument,
as Trustee, and acknowledged to me that he executed the within instrument as
his free and voluntary act and deed, for the uses and purposes therein
mentioned.
/s/T. Muzquiz
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T. Muzquiz
Notary Public, Cook County, State of Illinois
(Seal)
My commission expires on July 12, 1993
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