EX-4.1



 Exhibit 4.1 

Execution Version 
 Sempra
Energy
 OFFICERS’ CERTIFICATE

(Pursuant to Sections 201 and 301 of the Indenture) 
  

June 13, 2014 
  

 
 The undersigned, Kathryn J. Collier, Vice President and Treasurer, and
Randall L. Clark, Vice President – Compliance and Governance and Corporate Secretary, respectively, 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 National Association, as successor Trustee to U.S. Bank Trust National Association (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 $500,000,000 aggregate principal amount of the Company’s 3.55% Notes due 2024 (the “Notes”) and the form of certificate evidencing the
Notes 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 September 9, 2008, November 10, 2009, September 13, 2011 and February 20-21, 2014
(collectively, 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. 

(Signature Page Follows) 

  
 1 








 Execution Version 

IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above. 

 

	
	
	
	/s/ Kathryn J. Collier
	 Kathryn J. Collier
 Vice President and
Treasurer
  

	
	
	/s/ Randall L. Clark
	 Randall L. Clark
 Vice President –
Compliance and Governance and
 Corporate Secretary
  



  
 [Officers’ Certificate –
Indenture] 

  
 2 








 Execution Version 
  

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) A single series of securities (the “Securities”) is established hereby and shall be known and designated as the
“3.55% Notes due 2024”. 
 (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 and except for any Securities of such series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under 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 (i) have the same form and terms (other than offering price, the date of issuance and, under certain circumstances, the
date from which interest thereon shall begin to accrue and the first interest payment date), and carry the same right to receive accrued and unpaid interest (if any), as the Securities of such series theretofore issued and (ii) shall form a
single series under the Indenture with the Securities of such series theretofore issued and provided that such additional Securities are fungible with the Securities of such series theretofore issued for United States Federal income tax purposes;
provided, however, that, notwithstanding the foregoing, such series may not be re-opened if the Company has effected defeasance with respect to the Securities of such series pursuant to Section 1302 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 issued 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 (the “Global Securities”) of such series, the
initial depositary (the “Depositary”) for the Global Securities of such series 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 of such series from time to time. Notwithstanding the foregoing, certificated Securities of such series in definitive form may be issued in exchange for Global Securities of such series under the circumstances contemplated by
Section 305 of the Indenture. 
 (4) The Securities shall be sold by the Company to the several underwriters (the
“Underwriters”) named in Schedule I to the Underwriting Agreement dated June 10, 2014 between the Company and Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters (the “Underwriting Agreement”), at a price equal to 99.058% of the principal amount of the Securities and the initial price to the public of the Securities shall be 99.708% of the principal amount of the
Securities (plus accrued and unpaid interest, if any), and underwriting discounts and commissions shall be 0.65% of the principal amount of the Securities. 

  
 Annex I-1 








 Execution Version 

(5) The Securities 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 V of the Indenture) and shall not be subject to a sinking fund or analogous provision. 
 (6) The Borough of
Manhattan, The City of New York is hereby designated as a Place of Payment for the Securities of such series. 
 (7) The Company hereby
appoints the Trustee, acting through its Corporate Trust Office 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, 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. 

(8) The Securities of such series shall be issued in denominations of $2,000 and integral multiples of $1,000. 

(9) The principal of, premium, if any, and interest on the Securities of such series shall be payable in U.S. Dollars. 

(10) Section 1303 of the Indenture shall not apply to the Securities of such series. 

(11) The Securities of such series shall not be convertible into or exchangeable for other securities. 

(12) 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 of such series shall be made by wire transfer to the Depositary or its nominee or to any successor depositary or nominee, whichever shall be the registered Holder of such Global Securities of such series
from time to time. 
 (13) 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. 
 (14) 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 the Officers’ Certificate of which this Annex I constitutes a part, 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. 
 (15) As used in the Indenture with respect to the Securities of such series and in the
certificate 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. 

  
 Annex I-2 








 Execution Version 

(16) Subsection (5) of Section 501 of the Indenture shall not be applicable to the Securities of such series and, insofar as
Section 501 of the Indenture is applicable to the Securities of such series, subsection (5) of Section 501 of the Indenture is hereby deleted in its entirety and replaced with the following text and any references in the Indenture to
subsection (5) of Section 501 thereof shall, insofar as it relates to the Securities of such series, be disregarded, mutatis mutandis; 

“(5) [omitted intentionally]; or”. 

  
 Annex I-3 








 Execution Version 
  

ANNEX II 
 Form of Certificate
Evidencing the 3.55% Notes due 2024 
  

  
 Annex II-1 

 








 Execution Version 
  

ANNEX II 
 THIS SECURITY 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 THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN
WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY 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 THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.

 SEMPRA ENERGY 

3.55% Notes due 2024 
  

			
	 	 	$500,000,000
	 No. 001
	 	CUSIP No. 816851AV1
		 	ISIN No. US816851AV10

 Sempra Energy, a corporation duly organized and existing under the laws of the State of California (herein
called the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of Five
Hundred Million Dollars ($500,000,000) on June 15, 2024 (the “Maturity Date”), and to pay interest thereon from June 13, 2014 or from the most recent date to which interest has been paid or duly provided for, semi-annually
in arrears on June 15 and December 15 in each year (each, an “Interest Payment Date”), commencing December 15, 2014 and on the Maturity Date at the rate of 3.55% per annum, until the principal hereof is paid or
made available for payment, provided that any principal hereof or (to the extent that the payment of such interest shall be legally enforceable) premium, if any, or interest hereon which is not paid when due shall bear interest at the rate of
3.55% per annum from the respective dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 

Interest on this Security shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and
punctually paid or duly provided for, on any 

  
 Annex II-1 








 Execution Version 

Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such Holder and may either be paid to the Person in whose name
this Security (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 to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon
such notice as may be required by such exchange, all as more fully provided in said Indenture. 
 Payment of the principal of (and
premium, if any) and interest on this Security will be made at the office or agency of the Corporation maintained for that purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the
Person entitled thereto. Notwithstanding the foregoing, so long as the Holder of this Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and interest on this Security will be made by wire transfer of
immediately available funds. 
 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 Annex II-2 








 Execution Version 

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed. 

 

			
	SEMPRA ENERGY
		
	By:	 	 
	Name: Kathryn J. Collier
	Title: Vice President and Treasurer


  
  

Attest: 
  

			
	
		
	By:	 	 
	Name: Randall L. Clark

 Title: Vice President – Compliance and Governance and Corporate Secretary 

 
  
 This
is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

 

			
	 U.S. BANK NATIONAL ASSOCIATION
  

As successor Trustee to
     U.S. Bank Trust
National Association

		
	By:	 	 
		 	Authorized Signatory


 Dated: June 13, 2014 

  
 Annex II-3 








 Execution Version 

(REVERSE OF SECURITY)
 This
Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of February 23, 2000 (herein called the
“Indenture,” which term shall have the meaning assigned to it in such instrument), between the Corporation and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association (herein called the
“Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the
Corporation, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof, initially limited (subject to
exceptions provided in the Indenture) in aggregate principal amount to $500,000,000. 
 All or a portion of the Securities of this series
may be redeemed at the Corporation’s option at any time or from time to time at a Redemption Price calculated as provided below. 
 The
Redemption Price for the Securities of this series to be redeemed on any Redemption Date will be equal to (A) in the case of any Redemption Date prior to March 15, 2024, the greater of the following amounts: (a) 100% of the principal
amount of the Securities being redeemed on that Redemption Date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Securities 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 semi-annual basis at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Independent Investment Banker
(as defined below), plus, in each case, accrued and unpaid interest on the Securities to be redeemed to the Redemption Date, or (B) in the case of any Redemption Date on and after March 15, 2024, 100% of the principal amount of the
Securities to be redeemed on that Redemption Date, plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of interest on Securities of this series that are due and payable on any Interest Payment
Date falling on or prior to a Redemption Date will be payable on that Interest Payment Date to the Holders of such Securities as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date, according to the
Securities of this series and Indenture. The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months. 

The Corporation will mail notice of any redemption at least 30 days but not more than 60 days before the Redemption Date to each Holder of the
Securities of this series to be redeemed. Once notice of redemption is mailed, the Securities of this series called for redemption will become due and payable on the Redemption Date at the applicable Redemption Price, plus accrued and unpaid
interest to the Redemption Date, and will be paid upon surrender thereof for redemption. If the Corporation elects to redeem all or a portion of the Securities of this series, that redemption will not be conditional upon receipt by the Paying Agent
or the Trustee of monies sufficient to pay the Redemption Price. 

  
 Annex II-4 








 Execution Version 

Unless the Corporation defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the
Securities of this series or portions thereof called for redemption. 
 “Adjusted Treasury Rate” means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual 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, with respect to any Redemption
Date, the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the Securities of this series to be redeemed on such Redemption Date 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 Securities. 

“Comparable Treasury Price” means, with respect to any Redemption Date, (A) the average of the Reference Treasury Dealer
Quotations for such Redemption Date or (B) if only one Reference Treasury Dealer Quotation is received, such quotation. 

“Independent Investment Banker” means, with respect to any Redemption Date, one of the Reference Treasury Dealers appointed
by the Corporation to act as the “Independent Investment Banker.” 
 “Reference Treasury Dealer” means, with
respect to any Redemption Date, (A) Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (or their respective affiliates which are Primary Treasury Dealers (as defined below)), and their respective successors; provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the Corporation will substitute therefor another Primary Treasury Dealer;
(B) one other Primary Treasury Dealer selected by Wells Fargo Securities, LLC or its successor; and (C) any other Primary Treasury Dealer(s) selected by the Corporation. 

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Corporation, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Corporation by such Reference Treasury Dealer at 5:00
p.m. (New York City time) on the third Business Day preceding such Redemption Date. As used in the preceding sentence, “Business Day” means any day (other than a Saturday or Sunday) on which banking institutions in the City of New
York are not authorized or obligated by law or executive order to remain closed. 
 In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor in an aggregate principal amount equal to the unredeemed portion of the principal hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture. 

  
 Annex II-5 








 Execution Version 

If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of and accrued and unpaid
interest on the Securities of this series may be declared due and payable in the manner and with the effect provided 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 Corporation and the rights of the Holders of the Securities of each series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each
series at the time Outstanding affected thereby. The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding with respect to which a default under
the Indenture shall have occurred and be continuing, on behalf of the Holders of all Securities of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the
Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the
Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and subject to
the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, such Holder or Holders shall have offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in compliance with such request, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall not have received from the Holders of a majority in principal amount of Securities of this series at the
time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity The foregoing shall not apply to any suit
instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the
Corporation, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Security 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 Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security 

  
 Annex II-6 








 Execution Version 

Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration of
transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the
Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary. 
 This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to
conflict of law principles thereof. 
 All terms used in this Security which are defined in the Indenture and not defined herein shall have
the meanings assigned to them in the Indenture. 

  
 Annex II-7