FACE OF FIXED RATE MEDIUM-TERM NOTE
[The following legend is for inclusion only in Book-Entry Securities for
which The Depository Trust Company serves as Depositary -- 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 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.]
[The following legend is for inclusion only in Book-Entry Securities --
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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 OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
SOUTHERN CALIFORNIA GAS COMPANY
MEDIUM-TERM NOTE
(FIXED RATE)
REGISTERED CUSIP NO.: PRINCIPAL AMOUNT:
No. FXR $
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE:
INTEREST PAYMENT DATES: REGULAR RECORD DATES
[ ] March 1 and (If other than
September 1 February 15 and
[ ] Other: August 15):
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: % PERCENTAGE REDUCTION:
%
OPTIONAL REPAYMENT [ ] CHECK IF DISCOUNT
DATE(S): NOTE
Issue Price: %
ADDENDUM ATTACHED: AUTHORIZED DENOMINATION
[ ] Yes (if other than $1,000 and
[ ] No integral multiples
thereof):
OTHER/ADDITIONAL
PROVISIONS:
1
SOUTHERN CALIFORNIA GAS COMPANY, a California corporation (the "Company",
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to , or registered
assigns, the principal sum of
DOLLARS
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date) and to pay interest thereon at the
Interest Rate per annum specified above until the principal hereof is paid or
duly made available for payment.
The Company will pay interest in arrears on each of the Interest Payment
Dates specified above in each year, commencing with the first Interest Payment
Date next succeeding the Original Issue Date specified above, and on the Stated
Maturity Date and any earlier Redemption Date (as defined on the reverse hereof)
or Optional Repayment Date specified above with respect to which such redemption
or repayment option has been exercised, and on any other date on which any
principal of this Note shall become due and payable (such Stated Maturity Date,
each such Redemption Date and Optional Repayment Date with respect to which such
redemption or repayment option has been exercised, and each such other date on
which principal or an installment of principal of this Note is due and payable
by declaration of acceleration or otherwise pursuant to the Indenture referred
to on the reverse hereof, being hereinafter referred to as a "Maturity" with
respect to the principal payable on such date); PROVIDED, HOWEVER, that if the
Original Issue Date occurs between a Regular Record Date (as defined below) and
the next succeeding Interest Payment Date, interest payments will commence on
the Interest Payment Date following the next succeeding Regular Record Date to
the Holder of this Note at the close of business on such next succeeding Regular
Record Date.
Unless otherwise specified on the face hereof or in an Addendum hereto,
interest payable on this Note on any Interest Payment Date or Maturity shall be
the amount of interest accrued from and including the next preceding Interest
Payment Date in respect of which interest has been paid or duly provided for (or
from and including the Original Issue Date specified on the face hereof if no
interest has been paid or duly provided for with respect to this Note), to but
excluding the relevant Interest Payment Date or Maturity, as the case may be.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, subject to certain exceptions, be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the February 15 or August 15 immediately preceding such
Interest Payment Date, unless otherwise specified on the face hereof or in an
Addendum hereto (a "Regular Record Date"); PROVIDED, HOWEVER, that interest
payable at any Maturity will be payable to the
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Person to whom the principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for on any Interest Payment Date (other than at
Maturity) will forthwith cease to be payable to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the relevant Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest or be paid in any lawful manner, all on the terms and
subject to the conditions set forth in the Indenture. If any Interest Payment
Date or Maturity of this Note falls on a day which is not a Business Day (as
defined below), the payment of the principal of and premium, if any, and
interest on this Note due on such Interest Payment Date or Maturity will be paid
on the next succeeding Business Day with the same force and effect as if paid on
such Maturity or Interest Payment Date, as the case may be, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or Maturity.
Payments of principal of and premium, if any, and interest on this Note
shall be made in such coin or currency of the United States as at the time of
payment is legal tender for the payment of public and private debts at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York and at such additional places as the Company may
designate from time to time; PROVIDED, HOWEVER, that payments of interest on
this Note, other than interest payable at Maturity, may be made at the option of
the Company by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register. Notwithstanding the
foregoing, a Holder of $10,000,000 or more in aggregate principal amount of
Definitive Notes (whether having identical or different terms and provisions)
shall be entitled to receive payments of interest due on such Definitive Notes
on any Interest Payment Date (other than at Maturity) by wire transfer of
immediately available funds to an account maintained by such Holder with a
depository institution located in the United States (provided such depository
institution shall have appropriate facilities therefor) if appropriate wire
transfer instructions have been received in writing by the Trustee on or before
the Regular Record Date immediately preceding such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked in writing by such Holder. As used herein, a "Definitive Note"
means a Note which is not a Book-Entry Security (as defined in the Indenture).
The principal of and premium, if any, and interest on this Note due at any
Maturity will be paid in immediately available funds against presentation and
surrender of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York and at such
additional places as the Company may designate from time to time
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(with interest due at Maturity being paid to the Person to whom principal is
paid), and will be paid by wire transfer of immediately available funds to an
account maintained by the Holder with a depository institution located in the
United States if the Trustee shall have received appropriate wire transfer
instructions not later than the close of business at least two Business Days
prior to the related Maturity.
As used herein, a "Business Day" means any day that is not a Saturday or
Sunday and that, in New York, New York, is not a day on which banking
institutions are authorized or obligated by law, regulation or executive order
to close.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place. References herein to "this Note",
"hereof", "herein" and comparable terms shall include an Addendum hereto if an
Addendum is specified above.
Anything herein to the contrary notwithstanding, if an Addendum is attached
hereto or "Other/Additional Provisions" apply to this Note as specified above,
this Note shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions."
Unless the certificate of authentication hereon has been executed by the
Trustee under the Indenture referred to on the reverse hereof by the manual
signature of one of its authorized signatories, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and its corporate seal (or a facsimile
thereof) to be imprinted hereon.
[SEAL]
SOUTHERN CALIFORNIA GAS COMPANY
By:
-----------------------------------
Dennis V. Arriola
Vice President and Treasurer
By:
-----------------------------------
Thomas Sanger
Secretary
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Dated:
------------------------------
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION:
This is one of the Securities
of the series designated
herein referred to in the
within-mentioned Indenture.
CITIBANK, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
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REVERSE OF NOTE
SOUTHERN CALIFORNIA GAS COMPANY
MEDIUM-TERM NOTE
(FIXED RATE)
This Note is one of a duly authorized series of Securities of the Company
issued and to be issued under an Indenture dated as of May 1, 1989, as amended
and supplemented by a First Supplemental Indenture dated as of October 1, 1992
(such Indenture, as amended and supplemented by such First Supplemental
Indenture, is hereinafter referred to as the "Indenture"), between the Company
and Citibank, N.A., as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, duties and immunities thereunder of the Company, the Trustee
and the Holders of the Notes and the terms upon which the Notes are, and are to
be, authenticated and delivered. This Note is one of the series of Securities
designated as "Medium-Term Notes" and herein referred to as the "Notes."
This Note is issuable only in registered form without coupons in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof or in
such other Authorized Denomination and integral multiples thereof as may be
specified on the face hereof.
Unless otherwise specified in an Addendum hereto or on the face hereof
under "Other/Additional Provisions," this Note will not be subject to any
sinking fund. Unless otherwise specified on the face hereof in accordance with
the provisions of the following two paragraphs, this Note will not be redeemable
or repayable prior to its Stated Maturity Date.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of $1,000 in
principal amount or any integral multiple of $1,000 in principal amount (or, if
another Authorized Denomination is set forth on the face hereof, in increments
equal in principal amount to such Authorized Denomination or any integral
multiple thereof) (provided that any remaining principal amount hereof shall be
at least $1,000 or, if another Authorized Denomination is set forth on the face
hereof, the minimum Authorized Denomination), at the Redemption Price (as
defined below), together with unpaid interest accrued thereon to the date fixed
for redemption (the "Redemption Date"), on written notice given to the Holder
hereof (in accordance with the provisions of the Indenture) not more than 60 nor
less than 30 calendar days prior to the Redemption Date. The "Redemption
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Price" shall be the Initial Redemption Percentage specified on the face hereof
(as adjusted by the Annual Redemption Percentage Reduction, if any, specified on
the face hereof as set forth below) multiplied by the unpaid principal amount of
this Note to be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by an amount equal to the Annual
Redemption Percentage Reduction, if any, until the Redemption Price is 100% of
unpaid principal amount to be redeemed. In the event of redemption of this Note
in part only, a new Note of like tenor for the unredeemed portion hereof and
otherwise having the same terms and provisions as this Note shall be issued by
the Company in the name of the Holder hereof upon the presentation and surrender
hereof.
This Note will be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or from time to time in part in increments of $1,000 in
principal amount or any integral multiple of $1,000 in principal amount (or, if
another Authorized Denomination is set forth on the face hereof, in increments
equal in principal amount to such Authorized Denomination or any integral
multiple thereof) (provided that any remaining principal amount hereof shall be
at least $1,000 or, if another Authorized Denomination is set forth on the face
hereof, the minimum Authorized Denomination), at a repayment price equal to 100%
of the principal amount to be repaid, together with unpaid interest accrued
thereon to the date fixed for repayment (the "Repayment Date"). For this Note
to be repaid, this Note must be received, together with the form hereon entitled
"Option to Elect Repayment" duly completed, by the Trustee at its office
maintained for such purpose in the Borough of Manhattan, The City of New York,
not more than 60 nor less than 30 calendar days prior to the Repayment Date.
Exercise of such repayment option by the Holder hereof shall be irrevocable. In
the event of repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms and provisions
as this Note shall be issued by the Company in the name of the Holder hereof
upon the presentation and surrender hereof. If applicable, the Company will
comply with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended, and any other securities laws or regulations in connection
with any such repayment.
If this Note is specified on the face hereof to be a Discount Note, then
this Note shall constitute an Original Issue Discount Security within the
meaning of the Indenture and the amount payable to the Holder of this Note in
the event of redemption, repayment or acceleration of maturity of this Note will
be equal to the sum of (1) the Issue Price specified on the face hereof
(increased by any accruals of the Discount, as defined below) and, in the event
of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if
8
applicable) and (2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The
difference between the Issue Price and 100% of the principal amount of this Note
is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause an assumed yield on the Note
to be constant. The assumed constant yield will be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period), a
coupon rate equal to the initial Interest Rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the
period from the Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this Note, a
proportionate amount of the yield for an entire compounding period will be
accrued. If the Initial Period is longer than the compounding period, then such
period will be divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding sentence.
Interest payments on this Note shall be computed and paid on the basis of a
360-day year of twelve 30-day months unless otherwise indicated on the face
hereof or in an Addendum hereto.
Any provision contained herein with respect to the calculation of the rate
of interest applicable to this Note, its payment dates or any other terms hereof
or matters relating hereto may be modified as specified in an Addendum hereto or
on the face hereof under "Other/Additional Provisions."
If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Notes may declare the principal of all the
Notes to be due and payable immediately in the manner and with the effect
provided in the Indenture.
The Indenture contains provisions, which provisions apply to the Notes, for
(i) the defeasance of the indebtedness evidenced by the Notes and (ii) the
satisfaction and discharge of the Indenture, in each case upon compliance with
certain conditions, and subject to certain exceptions, set forth in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected thereby
9
at any time by the Company and the Trustee with the consent of the Holders of
66-2/3% in aggregate principal amount of the Outstanding Securities of each
series affected thereby. The Indenture also contains provisions permitting the
Holders of not less than a majority in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the times, place and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture, and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Security Register
upon surrender of this Note for registration of transfer at the office or agency
of the Company maintained for that purpose in the Borough of Manhattan, The City
of New York duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of Authorized Denominations and for the same aggregate
principal amount and having the identical terms and provisions, will be issued
to the designated transferee or transferees.
As provided in the Indenture, and subject to certain limitations therein
set forth, the Notes are exchangeable for a like aggregate principal amount of
Notes having identical terms and provisions, in Authorized Denominations, as
requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may, subject to certain exceptions specified in the
Indenture, require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not
10
this Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or premium, if any, or
interest on this Note and remaining unclaimed for two years after such
principal, premium, if any, or interest has become due and payable shall be paid
to the Company on Company Request or (if then held by the Company) shall be
discharged from such trust, and the Holder of this Note shall thereafter look
only to the Company for payment thereof, all as provided in the Indenture.
If any principal of or premium, if any, or interest on this Note is not
paid when due, then such unpaid principal, premium or interest, as the case may
be, shall, to the extent permitted by law, bear interest until paid at the
interest rate per annum borne by this Note.
The Notes shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed in such
State.
All capitalized terms used in this Note and not defined herein which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms on
_____________________ at a price equal to the principal amount of this Note to
be repaid, together with interest accrued on the principal amount to be repaid
to the repayment date, by payment to the undersigned,
at __________________________________________________________________________
(Please print or type the name and address of the undersigned)
_____________________________________________________________________________
For this Note to be repaid, the Trustee must receive at Citibank, N.A., 111
Wall Street, 5th Floor, Corporate Trust Services, Attention: Issuance and
Transfer, New York, New York 10043, or at such other address of which the
Company shall from time to time notify the Holder of this Note, not more than 60
nor less than 30 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000 (or other
Authorized Denomination, if any, specified on the face hereof) in principal
amount) which the Holder elects to have repaid (in the absence of any such
specification, the entire principal amount hereof will be repaid) and specify
the denomination or denominations (which shall be $1,000 (or other minimum
Authorized Denomination, if any, specified on the face hereof) or any multiple
thereof) of the Note or Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not being repaid).
$_______________ ______________________________
(Specify portion to be NOTICE: The signature(s) on this Option
repaid, if less than the to Elect Repayment must correspond with
entire principal amount of the name(s) as written upon the face of
this Note) this Note in every particular without
alteration or enlargement or any change
whatsoever.
$_______________ Date: _________________
(Specify denomination or
denominations of Note or
Notes to be issued for the
portion, if any, of this
Note not being repaid)
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common
UNIF TSFR (GIFT) MIN ACT-- ______ Custodian _______ --
(Cust) (Minor)
Under Uniform Transfer (Gifts) to Minors Act
_________________________________
(State)
TEN ENT-- as tenants by the entirety
JT TEN-- as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the
above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please Insert Social Security or Other
Identifying Number of Assignee:
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE OF ASSIGNEE:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ___________________________________________________________________
___________________________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ___________________ ____________________________________________
NOTICE: The signature(s) to this assignment
must correspond with the name(s) as written
upon the face of the within instrument in
every particular, without alteration or
enlargement or any change whatsoever.
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