EX-4.2



 Exhibit 4.2 

RECORDING REQUESTED BY 
 AND WHEN RECORDED MAIL TO: 

U.S. BANK NATIONAL ASSOCIATION 

633 W. FIFTH STREET, 24th FLOOR 

LOS ANGELES, CA 90071 
 ATTN:
GLOBAL CORPORATE TRUST SERVICES 
 Index as a UCC Filing and an Indenture 

This is a Security Agreement and a Mortgage of Chattels 

as well as a Mortgage of Real Estate and Other Property 

SIXTY-FOURTH SUPPLEMENTAL INDENTURE 

FROM 
 SAN DIEGO
GAS & ELECTRIC COMPANY 
 TO 

U.S. BANK NATIONAL ASSOCIATION, as Trustee 

**************** 
 Dated as
of March 12, 2015 







 THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE IS A SECURITY AGREEMENT AND A MORTGAGE OF CHATTELS AS
WELL AS A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY 
 THIS SIXTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of the 12th day of March
2015, by and between SAN DIEGO GAS & ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, having its principal office in that State in the City of San Diego (the
“Company”), and U.S. BANK NATIONAL ASSOCIATION, a banking association duly organized under an act known as the “National Bank Act,” of the United States of America, having a corporate trust office in the City of Los
Angeles, State of California, as Trustee (the “Trustee”). 
 WHEREAS, the Company executed and delivered a Mortgage and
Deed of Trust (the “Original Indenture”), dated July 1, 1940, to The Bank of California, National Association, as predecessor trustee to Bankers Trust Company of California, National Association, as predecessor trustee to First
Trust of California, National Association, (subsequently renamed U.S. Bank Trust National Association) as predecessor trustee to the Trustee, to secure payment of the principal of and the interest on all bonds of the Company at any time outstanding
thereunder according to their tenor and effect, and to provide the terms and provisions with respect to its First Mortgage Bonds, 3 3/8% Series due July 1, 1970, issued in the aggregate principal amount of $16,000,000 and heretofore retired;
and 
 WHEREAS, the Company executed and delivered to the then current trustee, a First Supplemental Indenture dated as of December 1,
1946, a Second Supplemental Indenture dated as of March 1, 1948, a Third Supplemental Indenture dated as of April 1, 1952, a Fourth Supplemental Indenture dated as of April 1, 1954, a Fifth Supplemental Indenture dated as of
October 1, 1955, a Sixth Supplemental Indenture dated as of October 1, 1957, a Seventh Supplemental Indenture dated as of October 1, 1960, an Eighth Supplemental Indenture dated as of March 1, 1967, a Tenth Supplemental Indenture
dated as of December 1, 1968, an Eleventh Supplemental Indenture dated as of February 1, 1970, a Twelfth Supplemental Indenture dated as of September 1, 1971, a Thirteenth Supplemental Indenture dated as of January 15, 1974, a
Fourteenth Supplemental Indenture dated as of December 15, 1974, a Fifteenth Supplemental Indenture dated as of May 1, 1975, a Seventeenth Supplemental Indenture dated as of July 15, 1976, an Eighteenth Supplemental Indenture dated as
of March 15, 1977, a Nineteenth Supplemental Indenture dated as of May 1, 1978, a Twentieth Supplemental Indenture dated as of March 15, 1980, a Twenty-First Supplemental Indenture dated as of August 1, 1980, a Twenty-Second
Supplemental Indenture dated as of July 15, 1981, a Twenty-Third Supplemental Indenture dated as of January 15, 1982, a Twenty-Fourth Supplemental Indenture dated as of August 16, 1982, a Twenty-Fifth Supplemental Indenture dated as
of August 16, 1982, a Twenty-Sixth Supplemental Indenture dated as of August 16, 1982, a Twenty-Seventh Supplemental Indenture dated as of June 1, 1983, a Twenty-Eighth Supplemental Indenture dated as of July 15, 1983, a
Twenty-Ninth Supplemental Indenture dated as of September 1, 1983, a Thirty-First, Supplemental Indenture dated as of May 1, 1984, a Thirty-Second Supplemental Indenture dated as of December 1, 1984, a Thirty-Third Supplemental
Indenture dated as of September 1, 1985, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1985, a Thirty-Fifth Supplemental Indenture dated as of July 1, 1986, a Thirty-Sixth Supplemental Indenture dated as of
December 1, 1986, a Thirty-Seventh Supplemental Indenture dated as of September 1, 1987, a Thirty-Eighth Supplemental Indenture dated as of April 15, 1990, a Thirty-Ninth Supplemental Indenture dated as of December 1, 1991, a
Fortieth Supplemental Indenture dated as of April 1, 1992, a Forty-First Supplemental Indenture dated as of June 15, 1992, a Forty-Second Supplemental Indenture dated as of September 1, 1992, a Forty-Third Supplemental Indenture dated
as of December 1, 1992, a Forty-Fourth Supplemental Indenture dated as of April 1, 1993, a Forty-Fifth Supplemental Indenture dated as of June 1, 1993, a Forty-Sixth Supplemental Indenture dated as of July 1, 1993, a
Forty-Seventh Supplemental Indenture dated as of June 1, 1995, a Forty-Eighth Supplemental Indenture dated as of June 1, 1995, a Forty-Ninth Supplemental Indenture dated as of June 1, 2004, a Fiftieth Supplemental Indenture dated as
of May 19, 2005, a Fifty-First Supplemental Indenture dated as of November 17, 2005, a Fifty-Second Supplemental Indenture dated as of June 8, 2006, a Fifty-Third Supplemental Indenture dated as of September 1, 2006, a
Fifty-Fourth Supplemental Indenture dated as of September 20, 2007, a Fifty-Fifth Supplemental Indenture dated as of May 14, 2009, a Fifty-Sixth Supplemental Indenture dated as of May 13, 2010, a Fifty-Seventh Supplemental Indenture
dated as of August 26, 2010, a Fifty-Eighth Supplemental Indenture dated as of August 18, 2011, a Fifty-Ninth Supplemental Indenture dated as of October 6, 2011, a Sixtieth Supplemental Indenture dated as of November 17, 2011, a
Sixty-First Supplemental Indenture dated as of March 22, 2012 and a Sixty-Second Supplemental Indenture dated September 9, 2013, whereby, among other things, the Company set 







 
forth certain of the particulars of the Bonds of series designated “First Mortgage Bonds, 2 3/4% Series due December 1, 1981” issued in the aggregate principal amount of
$2,800,000, “First Mortgage Bonds, Series C due 1978” issued in the aggregate principal amount of $10,000,000, “First Mortgage Bonds, Series D due 1982” issued in the aggregate principal amount of $12,000,000, “First
Mortgage Bonds, Series E due 1984” issued in the aggregate principal amount of $17,000,000, “First Mortgage Bonds, Series F due 1985” issued in the aggregate principal amount of $18,000,000, “First Mortgage Bonds, Series G due
1987” issued in the aggregate principal amount of $12,000,000, “First Mortgage Bonds, Series H due 1990” issued in the aggregate principal amount of $30,000,000, “First Mortgage Bonds, Series I due 1997” issued in the
aggregate principal amount of $25,000,000, “First Mortgage Bonds, Series J due 1998” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series K due 2000” issued in the aggregate principal amount of
$40,000,000, “First Mortgage Boards, Series L due 2001” issued in the aggregate principal amount of $45,000,000, “First Mortgage Bonds, Series M due 2004” issued in the aggregate principal amount of $75,000,000, “First
Mortgage Bonds, Series N due 1979” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series O due 1982” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series P due
2006” issued in the aggregate principal amount of $45,000,000, “First Mortgage Bonds, Series Q due 2007” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series R due 2008” issued in the
aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series S due 2010” issued in the aggregate principal amount of $50,000,000, “First Mortgage Bonds, Series T due 2010” issued in the aggregate principal amount of
$75,000,000, “First Mortgage Bonds, Series U-1 due 1984, and U-2 due 1994” issued in the aggregate principal amount of $6,567,000 for Series U-1 and $13,268,000 for Series U-2, “First Mortgage Bonds, Series V due 2011” issued in
the aggregate amount of $50,000,000, “First Mortgage Bonds, Series W due 1988” issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series X due 1987” issued in the aggregate principal amount of
$20,000,000, “First Mortgage Bonds, Series Y due 1987” issued in the aggregate principal amount of $15,000,000, “First Mortgage Bonds, Series Z, due 2013” issued in the aggregate principal amount of $65,000,000, “First
Mortgage Bonds, Series AA, due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series BB, due 2018” issued in the aggregate principal amount of $150,000,000, “First Mortgage Bonds, Series
CC, due 2008” issued in the aggregate principal amount of $53,000,000, “First Mortgage Bonds Series DD, due 2008” issued in the aggregate principal amount of $27,000,000, “First Mortgage Bonds, Series EE, due 2015” issued in
the aggregate principal amount of $100,000,000, “First Mortgage Bonds, Series FF, due 2007” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series GG, due 2021” issued in the aggregate principal
amount of $44,250,000, “First Mortgage Bonds, Series HH, due 2021” issued in the aggregate principal amount of $81,350,000, “First Mortgage Bonds, Series II due 2023” issued in the aggregate principal amount of $25,000,000,
“First Mortgage Bonds, Series JJ, due 2015” issued in aggregate principal amount of $100,000,000, “First Mortgage Bonds, Series KK, due 2015” issued in the aggregate principal amount of $14,400,000, “First Mortgage Bonds,
Series LL, due 2022” issued in the aggregate principal amount of $60,000,000, “First Mortgage Bonds, Series MM due 2002” issued in the aggregate principal amount of $80,000,000, “First Mortgage Bonds, Series NN” issued in
the aggregate principal amount of $118,615,000, “First Mortgage Bonds, Series OO due 2027” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series PP, due 2018” issued in the aggregate principal
amount of $70,795,000, “First Mortgage Bonds, Series QQ, due 2018” issued in the aggregate principal amount of $14,915,000, “First Mortgage Bonds, Series RR, due 2021” issued in the aggregate principal amount of $60,000,000,
“First Mortgage Bonds, Series SS, due 2018” issued in the aggregate principal amount of $92,945,000, “First Mortgage Bonds, Series TT due 2020” issued in the aggregate principal amount of $57,650,000, “First Mortgage Bonds,
Series UU due 2020” issued in the aggregate principal amount of $16,700,000, “First Mortgage Bonds, Series VV due 2034” issued in the aggregate principal amount of $43,615,000, “First Mortgage Bonds, Series WW due 2034”
issued in the aggregate principal amount of $40,000,000, “First Mortgage Bonds, Series XX due 2034” issued in the aggregate principal amount of $35,000,000, “First Mortgage Bonds, Series YY due 2034” issued in the aggregate
principal amount of $24,000,000, “First Mortgage Bonds, Series ZZ due 2034” issued in the aggregate principal amount of $33,650,000, “First Mortgage Bonds, Series AAA due 2039” issued in the aggregate principal amount of
$75,000,000, “First Mortgage Bonds, Series BBB due 2035” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series CCC due 2015” issued in the aggregate principal amount of $250,000,000, “First
Mortgage Bonds, Series DDD due 2026” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series EEE due 2018” issued in the aggregate principal amount of $161,240,000, “First Mortgage Bonds, Series
FFF due 2037” issued in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series GGG due 2039” issued in the aggregate principal amount of $300,000,000, “First Mortgage Bonds, Series HHH due 2040” issued
in the aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series III due 2040” issued in the aggregate principal amount of 

  
 2 








 
$500,000,000, “First Mortgage Bonds, Series JJJ due 2021” issued in the aggregate principal amount of $350,000,000, “First Mortgage Bonds, Series LLL due 2041” issued in the
aggregate principal amount of $250,000,000, “First Mortgage Bonds, Series MMM due 2042” issued in the aggregate principal amount of $250,000,000 and “First Mortgage Bonds, Series NNN due 2023” issued in the aggregate principal
amount of $450,000,000, respectively, all of which First Mortgage Bonds have heretofore been retired or redeemed, except the Series OO due 2027, the Series VV due 2034, the Series WW due 2034, the Series XX due 2034, the Series YY due 2034, the
Series ZZ due 2034, the Series AAA due 2039, the Series BBB due 2035, the Series CCC due 2015, the Series DDD due 2026, the Series EEE due 2018, the Series FFF due 2037, the Series GGG due 2039, the Series HHH due 2040, the Series III due 2040, the
Series JJJ due 2021, the Series LLL due 2041, the Series MMM due 2042 and the Series NNN due 2023, which are presently issued and outstanding, and, contemporaneously with the execution and delivery of this Sixty-Fourth Supplemental Indenture, the
Company is executing and delivering to the Trustee a Sixty-Third Supplemental Indenture dated as of March 12, 2015 whereby, among other things, the Company has set forth certain of the particulars of the Bonds of the series designated
“Floating Rate First Mortgage Bonds, Series OOO, due 2017”; and 
 WHEREAS, certain of the provisions of the Original Indenture
have been amended by the aforesaid Second and Tenth Supplemental Indentures, a Ninth Supplemental Indenture dated as of August 1, 1968, a Sixteenth Supplemental Indenture dated August 28, 1975, and a Thirtieth Supplemental Indenture dated
September 28, 1983; and 
 WHEREAS, the Original Indenture and each of said Supplemental Indentures have been recorded in the Official
Records of the Recorders of the Counties of San Diego, Orange, Riverside, and Imperial in the State of California, the Counties of Yuma and Maricopa in the State of Arizona and the County of Clark in the State of Nevada, as follows: 

 

											
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial
	  	  	 	  	 	  	 	  	 
						
		  	Book	  	1087	  	1062	  	1765	  	1369
	Original	  	Page	  	1	  	300	  	364	  	232
	Indenture	  	Date	  	Oct. 10, 1940	  	Oct. 10, 1940	  	July 13, 1955	  	Nov. 22, 1974
						
	First	  	Book	  	2321	  	1506	  	1765	  	1369
	Supplemental	  	Page	  	48	  	472	  	499	  	332
	Indenture	  	Date	  	Jan. 2, 1947	  	Jan. 9, 1947	  	July 13, 1955	  	Nov. 22, 1974
						
	Second	  	Book	  	2537	  	1616	  	1765	  	1369
	Supplemental	  	Page	  	363	  	190	  	448	  	343
	Indenture	  	Date	  	Mar. 16, 1948	  	Mar. 15, 1948	  	July 13, 1955	  	Nov. 22, 1974
						
	Third	  	Book	  	4424	  	2311	  	1765	  	1369
	Supplemental	  	Page	  	535	  	116	  	475	  	370
	Indenture	  	Date	  	Apr. 3, 1952	  	Apr. 3, 1952	  	July 13, 1955	  	Nov. 22, 1974
						
	Fourth	  	Book	  	5193	  	2701	  	1765	  	1369
	Supplemental	  	Page	  	217	  	153	  	336	  	409
	Indenture	  	Date	  	Apr. 2, 1954	  	Apr. 2, 1954	  	July 13, 1955	  	Nov. 22, 1974
						
	Fifth	  	Book	  	5893	  	3304	  	1829	  	2369
	Supplemental	  	Page	  	291	  	205	  	3	  	456
	Indenture	  	Date	  	Dec. 5, 1955	  	Dec. 5, 1955	  	Dec. 5, 1955	  	Nov. 22, 1974
						
	Sixth	  	Book	  	6829	  	4099	  	2175	  	1369
	Supplemental	  	Page	  	390	  	109	  	538	  	492
	Indenture	  	Date	  	Nov. 12, 1957	  	Nov. 12, 1957	  	Nov. 12, 1957	  	Nov. 22, 1974
						
	Seventh	  	Book	  	1960 Series 1	  	5455	  	2780	  	1369
	Supplemental	  	Page	  	File No. 202061	  	385	  	3	  	541
	Indenture	  	Date	  	Oct. 10, 1960	  	Oct. 10, 1960	  	Oct. 10, 1960	  	Nov. 22, 1974


  
 3 









											
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial
	  	  	 	  	 	  	 	  	 
						
	Eighth	  	Book	  	1967 Series 8	  	8197	  	Endorsement	  	1369
	Supplemental	  	Page	  	File No. 33860	  	129	  	No. 20925	  	618
	Indenture	  	Date	  	Mar. 13, 1967	  	Mar. 13, 1967	  	Mar. 13, 1967	  	Nov. 22, 1974
						
	Ninth	  	Book	  	1968 Series 9	  	8691	  		  	1369
	Supplemental	  	Page	  		  	69	  		  	694
	Indenture	  	Doc. No.	  	138926	  	9816	  	78781	  	
		  	Date	  	Aug. 14, 1968	  	Aug. 14, 1968	  	Aug. 14, 1968	  	Nov. 22, 1974
						
	Tenth	  	Book	  	1968 Series 9	  	8810	  	Endorsement	  	1369
	Supplemental	  	Page	  		  	375	  	No. 119982	  	706
	Indenture	  	Doc. No.	  	215131	  		  		  	
		  	Date	  	Dec. 9, 1968	  	Dec. 9, 1968	  	Dec. 9, 1968	  	Nov. 22, 1974
						
	Eleventh	  	Book	  	1970	  	9217	  	Endorsement	  	1369
	Supplemental	  	Page	  		  	516	  	No. 14780	  	725
	Indenture	  	Doc. No.	  	27782	  		  		  	
		  	Date	  	Feb. 16, 1970	  	Feb. 16, 1970	  	Feb. 16, 1970	  	Nov. 22, 1974
						
	Twelfth	  	Book	  	File/Page	  	9810	  	Endorsement	  	1369
	Supplemental	  	Page	  	No. 212688	  	539	  	No. 106508	  	744
	Indenture	  	Date	  	Sept. 20, 1971	  	Sept. 20, 1971	  	Sept. 20, 1971	  	Nov. 22, 1974
						
	Thirteenth	  	Book	  	File/Page	  	11055	  	Endorsement	  	1369
	Supplemental	  	Page	  	No. 74-006878	  	1	  	No. 3853	  	763
	Indenture	  	Date	  	Jan. 10, 1974	  	Jan. 10, 1974	  	Jan. 10, 1974	  	Nov. 22, 1974
						
	Fourteenth	  	Book	  	File/Page	  	11303	  	Endorsement	  	1369
	Supplemental	  	Page	  	No. 74-322156	  	458	  	No. 157219	  	1689
	Indenture	  	Date	  	Dec. 11, 1974	  	Dec. 11, 1974	  	Dec. 11, 1974	  	Dec. 11, 1974
						
	Fifteenth	  	Book	  	File/Page	  	11395	  	Instrument	  	1374
	Supplemental	  	Page	  	No. 755-108612	  	1879	  	No. 52617	  	809
	Indenture	  	Date	  	May 7, 1975	  	May 7, 1975	  	May 7, 1975	  	May 7, 1975
						
	Sixteenth	  	Book	  	File/Page	  	11500	  	Instrument	  	1378
	Supplemental	  	Page	  	No. 75-235624	  	1620	  	No. 107732	  	952
	Indenture	  	Date	  	Sept. 2, 1975	  	Sept. 2, 1975	  	Sept. 3, 1975	  	Sept. 2, 1975
						
	Seventeenth	  	Book	  	File/Page	  	11815	  	Instrument	  	1389
	Supplemental	  	Page	  	No. 76-224493	  	640	  	No. 103484	  	687
	Indenture	  	Date	  	July 16, 1976	  	July 16, 1976	  	July 16, 1976	  	July 16, 1976
						
	Eighteenth	  	Book	  	File/Page	  	12110	  	Instrument	  	1398
	Supplemental	  	Page	  	No. 77-100483	  	58	  	No. 45619	  	1675
	Indenture	  	Date	  	Mar. 18, 1977	  	Mar. 18, 1977	  	Mar. 18, 1977	  	Mar. 18, 1977
						
	Nineteenth	  	Book	  	File/Page	  	12672	  	Instrument	  	1415
	Supplemental	  	Page	  	No. 78-194210	  	1803-1822	  	No. 94450	  	1638
	Indenture	  	Date	  	May 12, 1978	  	May 12, 1978	  	May 12, 1978	  	May 12, 1978
						
	Twentieth	  	Book	  	File/Page	  	13530	  	Instrument	  	1448
	Supplemental	  	Page	  	No. 80-082569	  	722	  	No. 47195	  	1221
	Indenture	  	Date	  	Mar. 11, 1980	  	Mar. 11,1980	  	Mar. 11, 1980	  	Mar. 11, 1980
						
	Twenty-First	  	Book	  	File/Page	  	13687	  	Instrument	  	1455
	Supplemental	  	Page	  	No. 80-245100	  	349	  	No. 139349	  	1660
	Indenture	  	Date	  	Aug. 1, 1980	  	Aug. 1, 1980	  	Aug. 1, 1980	  	Aug. 1, 1980


  
 4 









											
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial
	  	  	 	  	 	  	 	  	 
						
	Twenty-Second	  	Book	  	File/Page	  	Instrument	  	Instrument	  	1472
	Supplemental	  	Page	  	No. 81-22576	  	No. 24605	  	No. 135815	  	508
	Indenture	  	Date	  	July 17, 1981	  	July 17, 1981	  	July 17, 1981	  	July 17, 1981
						
	Twenty-Third	  	Book	  	File/Page	  	Instrument	  	Instrument	  	1479
	Supplemental	  	Page	  	No. 82-02387	  	No. 82-031423	  	No. 16093	  	1714
	Indenture	  	Date	  	Jan. 27, 1982	  	Jan. 27, 1982	  	Jan. 27, 1982	  	Jan. 27, 1982
						
	Twenty-Fourth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1489
	Supplemental	  	Page	  	No. 82-257258	  	No. 82-291894	  	No. 82/143370212	  	
	Indenture	  	Date	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982
						
	Twenty-Fifth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1489
	Supplemental	  	Page	  	No. 82-257259	  	No. 82-291895	  	No. 82-143371	  	236
	Indenture	  	Date	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982
						
	Twenty-Sixth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1489
	Supplemental	  	Page	  	No. 82-257260	  	No. 82-291896	  	No. 82/143372260	  	
	Indenture	  	Date	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982	  	Aug. 19, 1982
						
	Twenty-Seventh	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1503
	Supplemental	  	Page	  	No. 83-200545	  	No. 83-253901	  	No. 118670	  	743
	Indenture	  	Date	  	June 15, 1983	  	June 15, 1983	  	June 15, 1983	  	June 15, 1983
						
	Twenty-Eighth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1505
	Supplemental	  	Page	  	No. 83-252396	  	No. 83-316224	  	No. 147671	  	583
	Indenture	  	Date	  	July 22, 1983	  	July 22, 1983	  	July 22, 1983	  	July 22, 1983
						
	Twenty-Ninth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1508
	Supplemental	  	Page	  	No. 83-339007	  	No. 83-417956	  	194083	  	1425
	Indenture	  	Date	  	Sept. 22, 1983	  	Sept. 22, 1983	  	Sept. 22, 1983	  	Sept. 22, 1983

  

							
	 	  	 	  	Counties of
	 	  	Official
Records	  	 	  	 
	 	  	  	Yuma	  	Maricopa
	Thirtieth	  		  		  	
	Supplemental	  		  		  	
	Indenture	  	Book	  	Docket 1352	  	File No.
	Consisting of	  	Page	  	272-1002	  	83-399354
	Original and	  	Book	  	Docket 1353	  	
	Twenty-Nine	  	Page	  	1-264	  	
	Supplemental	  	Date	  	Sept. 28, 1983	  	Oct. 3, 1983
	Indentures thereto	  		  		  	

  

															
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	  	  	 	  	 	  	 	  	 	  	 	  	 
								
	Thirty-First	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1520	  	Docket	  	File No.
	Supplemental	  	Page	  	84-161897	  	84-180870	  	92011	  	1552	  	1382	  	84-186813
	Indenture	  	Date	  	5/2/84	  	5/2/84	  	5/2/84	  	4/30/84	  	743-761	  	5/2/84
		  		  		  	4/30/84	  		  		  		  	
								
	Thirty-Second	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1533	  	Docket	  	File No.
	Supplemental	  	Page	  	84-466428	  	84-517843	  	267452	  	753	  	1413	  	84-537706
	Indenture	  	Date	  	12/14/84	  	12/14/84	  	12/14/84	  	12/14/84	  	216-235	  	12/14/84
		  		  		  		  		  		  	12/14/84	  	


  
 5 









															
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	  	  	 	  	 	  	 	  	 	  	 	  	 
								
	Thirty-Third	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1546	  	Docket	  	File No.
	Supplemental	  	Page	  	85-323210	  	85-333505	  	198810	  	708	  	1450	  	85-418309
	Indenture	  	Date	  	9/4/85	  	9/4/85	  	9/4/85	  	9/4/85	  	816	  	9/4/85
		  		  		  		  		  		  	9/4/85	  	
								
	Thirty-Fourth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1550	  	Docket	  	File No.
	Supplemental	  	Page	  	85-42465	  	85-481794	  	270136	  	1573	  	1463	  	85-568874
	Indenture	  	Date	  	12/2/85	  	12/2/85	  	12/2/85	  	12/3/85	  	215	  	12/2/85
		  		  		  		  		  		  	12/3/85	  	
								
	Thirty-Fifth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1562	  	Docket	  	File No.
	Supplemental	  	Page	  	86-279922	  	86-290957	  	158161	  	549	  	1491	  	86-347412
	Indenture	  	Date	  	7/8/86	  	7/8/86	  	7/8/86	  	7/8/86	  	639-657	  	7/8/86
		  		  		  		  		  		  	7/8/86	  	
								
	Thirty-Sixth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1571	  	Docket	  	File/Page
	Supplemental	  	Page	  	86-576027	  	86-606666	  	314771	  	240	  	1512	  	86-680502
	Indenture	  	Date	  	12/10/86	  	12/10/86	  	12/10/86	  	12/10/86	  	5-24	  	12/10/86
		  		  		  		  		  		  	12/10/86	  	
								
	Thirty-Seventh	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1588	  	Docket	  	File/Page
	Supplemental	  	Page	  	87-532270	  	87-530266	  	273181	  	844	  	1555	  	87-585903
	Indenture	  	Date	  	9/21/87	  	9/21/87	  	9/21/87	  	9/21/87	  	844	  	9/21/87
		  		  		  		  		  		  	9/21/87	  	
								
	Thirty-Eighth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1646	  	Docket	  	File/Page
	Supplemental	  	Page	  	90-217585	  	90-212277	  	146794	  	1280	  	1686	  	88-176460
	Indenture	  	Date	  	4/23/90	  	4/23/90	  	4/23/90	  	4/23/90	  	92-120	  	4/23/90
		  		  		  		  		  		  	4/23/90	  	
								
	Thirty-Ninth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1687	  	Docket	  	File/Page
	Supplemental	  	Page	  	91-632073	  	91-674397	  	425578	  	743	  	1771	  	91-0574751
	Indenture	  	Date	  	12/09/91	  	12/09/91	  	12/09/91	  	12/09/91	  	711-728	  	12/09/91
		  		  		  		  		  		  	12/09/91	  	
								
	Fortieth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	92-185636	  	92-202372	  	115201	  	92-06577	  	1790	  	92-0169646
	Indenture	  	Date	  	4/1/92	  	4/1/92	  	4/1/92	  	4/1/92	  	954-970	  	4/1/92
		  		  		  		  		  		  	4/1/92	  	
								
	Forty-First	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	92-0363471	  	92-393790	  	214904	  	92-011833	  	1804	  	92-0317072
	Indenture	  	Date	  	6/11/92	  	6/11/92	  	6/11/92	  	6/11/92	  	73-88	  	6/11/92
		  		  		  		  		  		  	6/11/92	  	
								
	Forty-Second	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	92-0650893	  	92-692066	  	384167	  	92-21988	  	1824	  	92-0575062
	Indenture	  	Date	  	10/13/92	  	10/13/92	  	10/13/92	  	10/13/92	  	670-689	  	10/13/92
		  		  		  		  		  		  	10/13/92	  	
								
	Forty-Third	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	92-0788665	  	92-845626	  	471625	  	92-27082	  	1834	  	92-0700568
	Indenture	  	Date	  	12/9/92	  	12/10/92	  	12/10/92	  	12/9/92	  	187-206	  	12/9/92
		  		  		  		  		  		  	12/9/92	  	


  
 6 









															
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	  	  	 	  	 	  	 	  	 	  	 	  	 
								
	Forty-Fourth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	93-0257065	  	93-0277892	  	153382	  	93-009487	  	1859
 Fee 09300
	  	93-0246725
	Indenture	  	Date	  	4/27/93	  	4/27/93	  	4/27/93	  	4/27/93	  	4/27/93	  	4/26/93
								
	Forty-Fifth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	93-0395609	  	93-0420127	  	239922	  	93-14224	  	Fee 14413	  	93-0403060
	Indenture	  	Date	  	6/23/93	  	6/23/93	  	6/23/93	  	6/23/93	  	6/23/93	  	6/23/93
								
	Forty-Sixth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	93-0474705	  	93-0496100	  	288868	  	93-17399	  	Fee 17163	  	93-0487598
	Indenture	  	Date	  	7/26/93	  	7/26/93	  	7/27/93	  	7/27/93	  	7/27/93	  	7/27/93
								
	Forty-Seventh	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	95-0230457	  	95-0232951	  	175604	  	95-11739	  	246-264	  	95-0313576
	Indenture	  	Date	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95
								
	Forty-Eighth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	95-0230458	  	95-0232952	  	175605	  	95-11740	  	265-284	  	95-0343577
	Indenture	  	Date	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95	  	6/01/95
								
	Forty-Ninth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	05-00384477	  	04-683110	  	04-0766976	  	04-021901	  	04-29663	  	04-941699
	Indenture	  	Date	  	1/14/05	  	7/28/04	  	9/28/04	  	7/15/04	  	8/16/04	  	8/13/04
								
	Fiftieth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	20050441722	  	2005000405730	  	20050145832	  	019964	  	200522373	  	20050711918
	Indenture	  	Date	  	5/25/05	  	5/26/05	  	5/25/05	  	5/25/05	  	5/25/05	  	5/27/05
								
	Fifty-First	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	20051016267	  	2005000945695	  	20050981667	  	2006005449	  	200553032	  	20051852692
	Indenture	  	Date	  	11/23/05	  	11/28/05	  	11/29/05	  	1/30/06	  	12/2/05	  	12/7/05
								
	Fifty-Second	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2006-0413693	  	2006000404447	  	2006-0422620	  	2006-032418	  	2006-23999	  	2006-0802735
	Indenture	  	Date	  	6/12/06	  	6/16/06	  	6/12/06	  	7/11/06	  	6/12/06	  	6/14/06
								
	Fifty-Third	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2006-0683713	  	2006000643109	  	713252	  	06-46145	  	2006-39635	  	20061310143
	Indenture	  	Date	  	9/26/06	  	9/27/06	  	9/27/06	  	9/28/06	  	9/29/06	  	10/3/06
								
	Fifty-Fourth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2007-0625504	  	2007000581227	  	2007-0600369	  	2007-036497	  	2007-33238	  	2007-1062404
	Indenture	  	Date	  	9/25/07	  	9/25/07	  	9/25/07	  	9/25/07	  	9/25/07	  	9/26/07
								
	Fifty-Fifth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2009-0320954	  	2009000305886	  	2009-0311041	  	2009-017587	  	16744	  	20090542104
	Indenture	  	Date	  	6/12/09	  	6/12/09	  	6/18/09	  	6/12/09	  	6/15/09	  	6/15/09
								
	Fifty-Sixth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2010-0252569	  	2010000239342	  	2010-0235807	  	2010-012850	  	2010-12687	  	20100431348
	Indenture	  	Date	  	5/20/10	  	5/21/10	  	5/21/10	  	5/21/10	  	5/21/10	  	5/21/10


  
 7 









															
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	  	  	 	  	 	  	 	  	 	  	 	  	 
								
	Fifty-Seventh	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2010-0490784	  	2010000458947	  	2010-0443991	  	2010-023359	  	2010-22669	  	20100800415
	Indenture	  	Date	  	9/16/10	  	9/16/10	  	9/16/10	  	9/16/10	  	9/16/10	  	9/16/10
								
	Fifty-Eighth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2011-0503399	  	2011000478379	  	2011-0432021	  	2011-023234	  	2011-21920	  	20110802020
	Indenture	  	Date	  	09/28/11	  	09/28/11	  	09/29/11	  	09/28/11	  	09/28/11	  	09/28/11
								
	 Document
	  	Official
Records	  	County of Clark	  	 	  	 	  	 	  	 	  	 
	 	  	  	 	  	 	  	 	  	 	  	 	  	 
	Fifty-Ninth Supplemental Indenture including the Original Indenture and fifty-eight prior supplemental indentures thereto	  	Book
Page
Date	  	File/Page
201110120001817
10/12/11	  		  		  		  		  	

  

																	
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	 	  	San Diego	  	 	  	 	  	 	  	 	  	 
	  	  	Clark	  	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
									
	Sixtieth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2011120100	  	2011-	  	201100061	  	2011-	  	2011-	  	2011-	  	201109939
		  		  	017 75	  	0643662	  	1302	  	0529988	  	028759	  	26889	  	17
	Indenture	  	Date	  	12/1/2011	  	12/1/11	  	12/1/11	  	12/1/11	  	12/1/11	  	12/1/11	  	12/1/11
									
	Sixty-First	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	20120410	  	2012-	  	20120020	  	2012-	  	2012-	  	2012-	  	201202968
		  		  	000789	  	0207656	  	0917	  	0163282	  	007887	  	08966	  	04
	Indenture	  	Date	  	4/10/12	  	4/10/12	  	4/10/12	  	4/10/12	  	4/10/12	  	4/10/12	  	4/10/12
									
	Sixty-Second	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	2013093000	  	2013-	  	201300055	  	04666	  	20130221	  	2013-	  	20130866
		  		  	01532	  	0592759	  	9137	  	71	  	71	  	26910	  	250
	Indenture	  	Date	  	9/30/13	  	9/30/13	  	9/30/13	  	9/26/13	  	9/26/13	  	9/30/13	  	9/30/13

 WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional series of
bonds to be designated “Amortizing First Mortgage Bonds, Series PPP, due 2022,” as hereinafter set forth in this Sixty-Fourth Supplemental Indenture; 

WHEREAS, the execution and delivery of this Sixty-Fourth Supplemental Indenture has been duly authorized by resolution of the Board of
Directors of the Company; and 
 WHEREAS, all the conditions and requirements necessary to make this Sixty-Fourth Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized. 

NOW, THEREFORE, in order further to secure the payment of the principal of and premium, if any, and interest on all of the bonds of the
Company at any time outstanding under the Original Indenture, as from time to 

  
 8 








 
time amended and supplemented (the “Indenture”) and to secure the performance and observance of each and every of the covenants, conditions and agreements of the Indenture, as
from time to time amended and supplemented, and for and in consideration of the premises, and of the sum of One Dollar ($1.00) to the Company duly paid by the Trustee (the receipt whereof is hereby acknowledged), the Company has executed and
delivered this Sixty-Fourth Supplemental Indenture and has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, granted a security interest in, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, hypothecate, grant a security interest in, set over and confirm unto U.S. Bank National Association, as Trustee, and to its respective successors in
said trust forever, with power of sale, all property, real, personal and mixed, now owned or hereafter acquired or to be acquired by the Company, and wheresoever situated (except such property as is expressly excepted or excluded from the lien and
security interest of the Indenture, and property of a successor corporation or corporations excluded from the lien and security interest thereof by the provisions of Section 3 of Article XIV thereof) subject to the rights reserved by the
Company in and by other provisions of the Indenture, including in the property subject and to be subject to the lien and security interest thereof and hereof (without in any manner limiting or impairing by the enumeration of the same the scope and
intent of the foregoing or of any general description contained in the Original Indenture or in this or any other supplemental indenture) all lands, rights-of-way, other land rights, flowage and other water rights, power houses, dams, reservoirs,
docks, roads, and buildings, structures and other land improvements; steam, and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers and other boiler plant equipment, condensing
equipment, and all auxiliary equipment; stations and substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating
plants and systems, including mains and equipment; gas plants, transmission and distribution systems, including pipe lines, structures, tanks, mains, compressor stations, purifier stations, pressure holders, governors, services and meters;
communication systems, office, shop and other buildings and structures, and equipment; apparatus and equipment and materials and supplies of all other kinds and descriptions; and all municipal and other franchises, leaseholds, licenses, permits, and
privileges; 
 TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, proceeds, product and profits thereof, and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof (except such property as is expressly excepted or excluded from the lien and security
interest of the Indenture, and property of a successor corporation or corporations excluded from the lien and security thereof by the provisions of Section 3 of Article XIV thereof), subject to the rights reserved by the Company in and by other
provisions of the Indenture; 
 It is hereby agreed by the Company that, except as aforesaid, all the property, rights, and franchises
acquired by the Company after the date hereof shall be as fully embraced within the lien and security interest hereof as if such property were now owned by the Company and were specifically described herein and conveyed and a security interest
therein granted hereby; 
 SAVING AND EXCEPTING, HOWEVER, anything to the contrary notwithstanding contained herein or in the granting
clauses of the Original Indenture and said Supplemental Indentures (a) such property described or referred to in any of such granting clauses as has been from time to time, released or sold free from the lien and security interest of the
Original Indenture (or the Original Indenture, as supplemented) in accordance and compliance with the provisions thereof (or of the Original Indenture, as supplemented, as the case may be), and (b) all of the following property (whether now
owned by the Company or hereafter acquired by it): (1) all gas, electric energy and steam produced, purchased or otherwise acquired; (2) all contracts, choses in action, shares of stock, bonds, notes, evidences of indebtedness, and other
securities, other than any of the foregoing which may be required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or are required by some express provision thereof to be deposited with the
Trustee; (3) merchandise and appliances at any time acquired for the purpose of sale or lease to customers and others and contracts for the sale of merchandise and appliances; (4) motor vehicles; (5) timber on land owned by the
Company; (6) minerals or mineral rights in lands owned by the Company; (7) oil, coal or gas, or oil, coal or gas rights in land owned by the Company or gas wells or oil wells or equipment therefor or coal mines or equipment therefor;
(8) fuel and other personal property which are consumable in their use in the operation of the properties of the Company; (9) bills and accounts receivable; (10)

  
 9 








 
cash on hand and in banks other than such cash as may be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or as is required by some express
provision thereof to be deposited with the Trustee; and (11) the last day of the term of each leasehold estate now or hereafter enjoyed by the Company. The Company may, however, expressly subject to the lien and security interest and operation
of the Original Indenture and all indentures supplemental thereto all or any part of the property of the character described in clause (b) of this paragraph; 

TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged, or conveyed and in which a security interest has been
granted by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to Permitted Liens as defined in the Indenture; 

IN TRUST NEVERTHELESS, for the equal pro rata benefit and security as provided in the Original Indenture and all indentures supplemental
thereto of all and every of the bonds issued and to be issued in accordance with the provisions of the Original Indenture and all indentures supplemental thereto, without preference, priority or distinction as to lien or security interest of any
over the others by reason of priority in time of the issue, negotiation or maturity thereof, subject, however, to the provisions of the Original Indenture and all indentures supplemental thereto relating to any sinking fund or similar fund for the
benefit of the bonds of any particular series; 
 The Company does further covenant and agree with the Trustee as follows: 

ARTICLE I 
 SERIES PPP
BONDS 
 Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said
Supplemental Indentures (including this Sixty-Fourth Supplemental Indenture), a series of bonds designated Series PPP, due 2022, each of which shall bear the descriptive title “Amortizing First Mortgage Bonds, Series PPP, due 2022” (herein
sometimes referred to as “Series PPP Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series PPP Bonds shall mature on February 1, 2022 and
shall be issued in denominations of $1,000 and integral multiples thereof as the Company may from time to time execute and deliver. The Series PPP Bonds shall bear interest at the rate and from the date, shall be expressed to mature as to unpaid
principal, and shall be payable as to principal and premium, if any, and interest at such place or places and in such money, all as provided in the form of Series PPP Bond set forth on Exhibit A hereto (the “Form of Bond”)
and by the applicable provisions of the Indenture. In addition, March 12, 2015 shall be an interest payment date for the Series PPP Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest or
principal shall be payable on such date. The principal and premium, if any, and interest on the Series PPP Bonds shall be payable at the corporate trust office of the Trustee in the Borough of Manhattan, City and County of New York, State of New
York. The Series PPP Bonds shall be dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons. 

The Series PPP Bonds shall further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the Form of Bond. 

The Series PPP Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this Sixty-Fourth Supplemental Indenture.

 Section 2: The Series PPP Bonds shall be executed, authenticated and delivered in accordance with the provisions and shall be
entitled to the protection and security of the Original Indenture, as supplemented by this Sixty-Fourth Supplemental Indenture and the other supplemental indentures, and shall be subject to all of the terms, conditions and covenants and limitations
thereof. The aggregate principal amount of the Series PPP Bonds, which may be executed by the Company and authenticated and delivered by the Trustee and secured by the Indenture as from time to time in effect, is limited only to the extent provided
in Section 1 of Article II of the Original Indenture. 
 Section 3: The Series PPP Bonds shall be issued only as fully
registered bonds without coupons. The fully registered bonds without coupons and the certificate of authentication to be endorsed on all Series PPP Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series PPP
Bonds may be issuable in 

  
 10 








 
whole or in part in the form of one or more securities that evidence all or part of the bonds of such series which is issued to a depositary or a nominee thereof for such series (a
“Global Security”) and, in such case, the Board of Directors of the Company (or an authorized officer designated by the Board of Directors of the Company) shall appoint a clearing agency registered under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), designated to act as depositary (a “depositary”) for such Global Securities. The definitive Series PPP Bonds shall be numbered in such manner as the Company shall at any
time or from time to time determine. 
 Section 4: In the event the Series PPP Bonds are issued as a Global Security the
following provisions, in addition to the provisions of the Indenture, shall apply: 
 (1)Each Global Security authenticated under the
Indenture shall be registered in the name of the depositary designated for such Global Security or a nominee thereof and delivered to such depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single
bond for all purposes of this Supplemental Indenture. 
 (2)Notwithstanding any other provision in this Supplemental Indenture, no
Global Security may be exchanged in whole or in part for Series PPP Bonds registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the depositary for such Global Security or a
nominee thereof unless (A) such depositary has notified the Company that it is unwilling or unable to continue as depositary for the Global Securities and a successor depositary has not been appointed by the Company within 90 days of receipt by
the Company of such notification, (B) if at any time the depositary ceases to be a clearing agency registered under the Exchange Act at a time when the depositary is required to be so registered to act as such depositary and no successor
depositary shall have been appointed by the Company within 90 days after it became aware of such cessation, (C) the Company, in its sole discretion, executes and delivers to the Trustee a written order signed in the name of the Company by its
Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary to the effect that such Global Securities shall be exchangeable as described below, or (D) a
“completed default” (as defined in the Indenture) has occurred and is continuing with respect to the Series PPP Bonds. If any of the events described in clauses (A) through (D) of the preceding sentence occur, the beneficial
owners of interests in the Global Securities will be entitled to exchange those interests for definitive Series PPP Bonds and, without unnecessary delay but in any event not later than the earliest date on which those interests may be so exchanged,
the Company will prepare and deliver to the Trustee definitive Series PPP Bonds in such form and denominations as are required by or pursuant to the Indenture, and in an aggregate principal amount equal to the aggregate unpaid principal amount of
such Global Securities, such bonds to be duly executed by the Company. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be surrendered from time to time by the depositary as shall be
specified in the order from the Company with respect thereto (which the Company agrees to deliver) to the Trustee, as the Company’s agent for such purpose, and in accordance with any instructions given to the Trustee and the depositary (which
instructions shall be in writing but need not be contained in or accompanied by an officers’ certificate or be accompanied by an opinion of counsel), to be exchanged, in whole or in part, for definitive Series PPP Bonds as described above
without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of each surrendered Global Security, an aggregate principal amount of definitive Series PPP Bonds of authorized denominations equal to the
aggregate unpaid principal amount of the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such depositary or its custodian. If a definitive Series
PPP Bond is issued in exchange for any portion of a Global Security after the close of business at the place where such exchange occurs on or after (i) any regular record date for a date principal and interest is due (a “Series PPP
Payment Date”) for such bond and before the opening of business at that place of payment on the next Series PPP Payment Date, or (ii) any special record date for the payment of principal and/or interest for such bond which was not
punctually paid or duly provided for on any Series PPP Payment Date and before the opening of business at such place of payment on the related proposed date for the payment of such principal and/or interest, as the case may be, principal and
interest (in the case described in clause (i) above) or principal and/or interest, as applicable (in the case described in clause (ii) above), shall not be payable on such Series PPP Payment Date or proposed date for payment, as the case
may be, in respect of such definitive bond, but shall be payable on the Series PPP Payment Date or proposed date for payment, as the case may be, only to the person to whom principal and interest (in the case described in clause (i) above) or
principal and/or interest, as applicable (in the case described in clause (ii) above), in respect of such portion of such Global Security shall be payable in accordance with the provisions of the Indenture and the Series PPP Bonds. The Company
may, in its sole 

  
 11 








 
discretion, pay principal of and interest on definitive Series PPP Bonds by check mailed to the addresses of the persons entitled to such payment or by wire transfer to bank accounts in the
United States designated in writing to the Trustee at least 15 days before the applicable Series PPP Payment Date (including, without limitation, the Series PPP Payment Date falling on the maturity date of the Series PPP Bonds) by the persons
entitled to such payment. 
 (3)Subject to Clause (2) above, any exchange or transfer of a Global Security for other Series PPP
Bonds may be made in whole or in part, and all Series PPP Bonds issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the depositary for such Global Security shall direct. 

(4)Every Series PPP Bond authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global
Security or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such bond is registered in the name of a person other than the depositary for such Global Security or a nominee thereof.

 (5)Unless otherwise specified as contemplated by Section 1 of Article I of this Supplemental Indenture for the Series PPP
Bonds evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
 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. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. 

Section 5: The Series PPP Bonds may contain or have imprinted thereon such provisions or specifications not inconsistent with the
Indenture as may be required to comply with the rules of any stock exchange or any federal or state authority or commission, or to comply with usage with respect thereto, and may bear such other appropriate endorsements or notations as are
authorized or permitted by the Indenture. 
 Section 6: In the manner and subject to certain conditions and limitations
specified herein and in the Indenture, Series PPP Bonds may be exchanged without a service charge for Series PPP Bonds of other authorized denomination or denominations in an aggregate principal amount equal to the aggregate unpaid principal amount
of the Series PPP Bonds surrendered for exchange; provided that the Company may require payment of a sum or sums sufficient to reimburse it for any stamp tax or other governmental charge payable in connection therewith. 

Section 7: The Company shall maintain in the Borough of Manhattan, City and County of New York, State of New York, and in such
other place or places as the Company may designate at any time or from time to time, an office or agency where Series PPP Bonds, including Series PPP Bonds issued in definitive form, may be presented for payment, registration, transfer and exchange
as provided therein or in the Indenture. Such office or agency shall be the corporate trust office of the Trustee unless and until the Company shall designate another office or agency by notice in writing delivered to the Trustee. 

Section 8: No transfer or exchange of any Series PPP Bonds pursuant to any of the provisions of this Article I shall be made
except upon and in accordance with all of the applicable terms, provisions and conditions of said bonds and of the Indenture. 

  
 12 








 ARTICLE II 

MISCELLANEOUS PROVISIONS 

Section 1: This instrument is executed and shall be construed as an indenture supplemental to the Original Indenture and shall
form a part thereof and, as supplemented by this Sixty-Fourth Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed. 

Section 2: All terms used in this Sixty-Fourth Supplemental Indenture shall be taken to have meaning as in the Original Indenture,
as heretofore supplemented and amended, except terms which may be otherwise expressly defined herein and in cases where the context clearly indicates otherwise. 

Section 3: In order to facilitate the filing of this Sixty-Fourth Supplemental Indenture, the same may be executed in several
counterparts, each of which, when so executed, shall be deemed to be an original, but such counterparts shall constitute but one and the same instrument. 

Section 4: All of the covenants, stipulations, promises and agreements in this Sixty-Fourth Supplemental Indenture by or on behalf
of the Company shall bind its successors and assigns, whether so expressed or not. 
 Section 5: To the extent any provision in
this Sixty-Fourth Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Sixty-Fourth Supplemental Indenture shall govern; provided, however, that in the event such conflict would require bondholder
consent, the terms and provisions of the Indenture shall govern. 
 Section 6: The Original Indenture, as heretofore amended and
supplemented, insofar as it applies to the Series PPP Bonds, this Sixty-Fourth Supplemental Indenture and the Series PPP Bonds shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent
permitted by applicable law) to conflicts of laws principles thereof; provided, that, notwithstanding the foregoing, the creation, perfection and enforcement of any mortgage or lien on real property or improvements thereon or fixtures
attached thereto under the Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series PPP Bonds, or this Sixty-Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the
State where such real property or improvements thereon or fixtures attached thereto, as the case may be, are located, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof. 

{Signature Page Follows} 

  
 13 








 IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this Sixty-Fourth
Supplemental Indenture to be signed in its name and behalf by its duly authorized officer and its corporate seal to be hereunto affixed duly attested by its Secretary or one of its Assistant Secretaries, and U.S. BANK NATIONAL ASSOCIATION, to
evidence its acceptance of the trusts hereby created, has caused this Sixty-Fourth Supplemental Indenture to be signed in its name and behalf by its duly authorized officer as of the day and year first above written. 

 

					
			SAN DIEGO GAS & ELECTRIC COMPANY
			
			By:		  /s/ Robert Schlax

			Name:		Robert Schlax
			Title:		 Vice President, Chief Financial Officer,
 Chief
Accounting Officer, Treasurer and Controller


  

			
	(CORPORATE SEAL)
	
	Attest:
		
	By:		  /s/ Kari E. McCulloch

	Name:		Kari E. McCulloch
	Title:		Corporate Secretary

  

					
			U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
			
			By:		  /s/ Fonda Hall

			Name:		Fonda Hall
			Title:		Vice President


  
 [Signature Page to
Sixty-Fourth Supplemental Indenture] 








 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 

  

			
	STATE OF CALIFORNIA		)
			) ss
	COUNTY OF SAN DIEGO		)

 On March 10, 2015, before me, NANCY A. WALKER, a Notary Public, personally appeared ROBERT M. SCHLAX and
KARI E. MCCULLOCH, who 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. 
 I certify under
PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 
 WITNESS my hand and
official seal. 
  

					
	   /s/ Nancy A. Walker
		(Seal)		
	SIGNATURE OF NOTARY PUBLIC				








 
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 

  

			
	STATE OF CALIFORNIA		)
			) ss
	COUNTY OF LOS ANGELES		)

 On March 11, 2015, before me, Raquel Perez, a Notary Public, personally appeared FONDA HALL, of U.S. BANK
NATIONAL ASSOCIATION, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her
signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. 
 I certify under
PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 
 WITNESS my hand and
official seal. 
  

					
	   /s/ Raquel Perez
		(Seal)		
	SIGNATURE OF NOTARY PUBLIC				








 EXHIBIT A 

FORM OF BOND 

(Attached) 







 [If this bond is issued as a global security, insert the following legend: 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. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.] 
 SAN DIEGO GAS & ELECTRIC
COMPANY 
 (INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA) 

1.914% AMORTIZING FIRST MORTGAGE BOND, 

SERIES PPP, DUE 2022 
  

					
	No.            		 	$                                   
  	  
		
			 	CUSIP No. 797440BT0	  
			 	ISIN No. US797440BT05	  

 SAN DIEGO GAS & ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of California
(hereinafter called the “Company”, which term shall include any successor corporation, as defined in the Indenture hereinafter referred to), for value received, hereby promises to pay to
                             [If this bond is issued as a global security, insert CEDE & CO.
in the foregoing space] or registered assigns, the principal sum of                             
dollars in lawful money of the United States of America in fourteen equal installments of $             
(                     dollars) each, payable semiannually on each Series PPP Payment Date (as defined below), commencing on the first day of
August, 2015 (provided that the amount of the remaining such installments of principal shall be reduced in the event of a partial redemption of the Series PPP Bonds (as defined on the reverse hereof) as provided on the reverse hereof under the
caption “Optional Redemption” and adjusted in the event of the issuance of additional Series PPP Bonds as provided on the reverse hereof under the caption “Additional Series PPP Bonds”; and provided, further, that if the final
such installment of principal on this bond (as defined on the reverse hereof) is not equal to the unpaid principal amount of this bond on February 1, 2022 (the “Maturity Date”), then such final installment of principal shall be
increased or decreased, as applicable, so that such final installment is equal to the unpaid principal amount of this bond), and the Company hereby further promises to pay interest on the outstanding principal amount of this bond (for the avoidance
of doubt as reduced by the amortization of principal as described above in this sentence) at the rate of 1.914% per annum, accruing from March 12, 2015, in like lawful money, payable semiannually in arrears on the first day of February and
August (each, a “Series PPP Payment Date”) of each year, commencing August 1, 2015, until the Company’s obligation with respect to the payment of such principal (and premium, if any) shall be discharged as provided in the
Indenture hereinafter mentioned. Installments of principal of and interest on this bond that are due and payable on any Series PPP Payment Date (including the Series PPP Payment Date falling on the Maturity Date) will be payable to the persons in
whose names the Series PPP bonds are registered at the close of business on the January 15 or July 15, as the case may be, immediately preceding such Series PPP Payment Date. Any payment of less than the full amount of principal and
interest due on a Series PPP Payment Date will first be applied to pay accrued and unpaid interest and second to pay principal. The Maturity Date of this bond is February 1, 2022 and the final installment of principal of this bond will be paid
on the Maturity Date. 
 The principal of (and premium, if any) and interest on this bond will be paid at the corporate trust office of U.S.
Bank National Association, or its successor trustee under the Indenture referred to on the reverse hereof, in the Borough of Manhattan, City and County of New York, State of New York, that the Company maintains for such purpose; provided that, if
this bond is in definitive certificated form and registered in the name of a holder other than a depositary, or its nominee, the Company may, in its sole discretion, pay principal of and interest on this bond by check mailed to the address of the
person entitled to such payment or by wire transfer to a bank account in the United States designated in writing to the Trustee at least 15 days before the applicable Series PPP Payment Date by 

  
 A-1 








 
the person entitled to such payment. Notwithstanding the foregoing, so long as the holder of this bond is a depositary, or its nominee, payment of the principal of (and premium, if any) and
interest on this bond will be made by wire transfer of immediately available funds. 
 The provisions of this bond are continued on the
reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
bond shall not be valid or become obligatory for any purpose unless and until U.S. BANK NATIONAL ASSOCIATION, as Trustee under the Indenture, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon. 

  
 A-2 








 IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused this instrument to be
executed in its name by the signature or facsimile signature of its President or any Vice President and its corporate seal or a facsimile thereof to be hereto affixed and attested by the signature or facsimile signature of its Secretary or any
Assistant Secretary. 
  

							
	Dated:				SAN DIEGO GAS & ELECTRIC COMPANY
				
					By:		  

							President or Vice President
				
	 (CORPORATE SEAL)
  

Attest:
  

Secretary or Assistant Secretary
						


  
 A-3 








 [REVERSE SIDE OF 1.914% AMORTIZING FIRST MORTGAGE BOND, SERIES PPP, DUE 2022] 

This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the series and designation indicated on the face
hereof (the “Series PPP Bonds”), all issued and to be issued under and equally secured by a Mortgage and Deed of Trust dated July 1, 1940, and indentures supplemental thereto, including the Sixty-Fourth Supplemental Indenture
dated as of March 12, 2015 (which Mortgage and Deed of Trust, as so amended and supplemented and as the same may be further amended or supplemented from time to time, is herein called the “Indenture”) executed by the Company to
U.S. Bank National Association, as successor trustee (herein called the “Trustee”), to which Indenture reference is hereby made for a description of the property mortgaged, pledged, hypothecated and in which a security interest was
granted, the nature and extent of the security, the rights of the holders of the Series PPP Bonds as to such security, and the terms and conditions upon which the Series PPP Bonds may be issued under the Indenture and are secured. The principal
hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. This Series PPP Bond is one of a series of Series PPP Bonds
and is sometimes referred to as “this bond.” 
 Interest on the Series PPP Bonds will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. 
 With the consent of the Company and to the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company or of the holders of the Series PPP Bonds, or the terms and provisions of the Indenture or of any indentures supplemental thereto, may be modified or altered by the affirmative vote of the holders of the
percentage of principal amount of bonds required by the Indenture; provided, however, that without the consent of the holder hereof no such modification or alteration shall permit, among other things, the reduction of the principal or
premium, if any, the reduction of any installment of principal, the extension of the Maturity Date or any Series PPP Payment Date, or the reduction of the rate of interest hereon, or any other modification of the terms of payment of such principal
or premium, if any, or interest; provided that, notwithstanding the foregoing, the amount of remaining installments of principal on this bond shall be reduced in the event of a partial redemption of the Series PPP Bonds as provided below under the
caption “Optional Redemption” and adjusted in the event of the issuance of additional Series PPP Bonds as provided below under the caption “Additional Series PPP Bonds.” 

The Company, the Trustee, any paying agent, any registrar, and any depositary may deem and treat the person in whose name this bond is
registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest hereon and for all other purposes and shall not be affected by any notice to the contrary. 

Optional Redemption 
 All or a portion of
the Series PPP Bonds may be redeemed at the Company’s option at any time or from time to time pursuant to this paragraph. The price at which the Series PPP Bonds will be redeemed pursuant to this paragraph (the “Redemption
Price”) on the date fixed for such redemption (the “Redemption Date”) will be equal to the greater of the following amounts: (a) 100% of the unpaid principal amount of the Series PPP Bonds being redeemed on the
Redemption Date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Series PPP Bonds being redeemed on that Redemption Date (not including any portion of any payments of accrued and unpaid
interest to the Redemption Date) discounted to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 12.5 basis points, as determined by the Independent Investment Banker (as defined below), plus, in each
case, accrued and unpaid interest thereon to the Redemption Date. 
 A partial redemption of the Series PPP Bonds, whether pursuant to the
provisions set forth in the preceding paragraph or, as provided below, under certain circumstances specified in the second paragraph of Section 13 of Article XI of the Indenture in the case of the disposition or taking of certain properties of
the Company, will result in each remaining installment of principal on the Series PPP Bonds (for the avoidance of doubt, excluding any installments of principal that are payable on any Series PPP Payment Dates falling on or prior to the applicable
redemption date) being reduced in the same proportion as the aggregate unpaid principal amount of the Series PPP Bonds is reduced by such partial redemption. For purposes of the foregoing calculation, (A) if the applicable


  
 A-4 








 
redemption date falls on a Series PPP Payment Date, then the proportion by which the aggregate unpaid principal amount of the Series PPP Bonds is reduced by such partial redemption shall be
calculated after giving effect to the installment of principal that is paid on such Series PPP Payment Date and (B) if the amount of the semi-annual installment of principal on any outstanding Series PPP Bond resulting from such calculation is
not an integral multiple of $1,000, such amount shall be rounded downwards to the nearest integral multiple of $1,000. 
 Notwithstanding
the provisions of the second preceding paragraph, installments of interest and installments of principal payable on the Series PPP Bonds that are due and payable on Series PPP Payment Dates falling on or prior to a Redemption Date will be payable on
such Series PPP Payment Dates to the registered holders of such Series PPP Bonds as of the close of business on the relevant record dates according to the terms of the Series PPP Bonds and the Indenture. The Redemption Price will, if applicable, be
calculated on the basis of a 360-day year consisting of twelve 30-day months. 
 Notice of any redemption will be mailed at least 30 days,
but not more than 60 days, before the Redemption Date to each registered holder of the Series PPP Bonds to be redeemed. Once notice of redemption is mailed, the Series PPP Bonds called for redemption will become due and payable on the Redemption
Date and at the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date, provided that the Company may rescind any notice of redemption by notice given not less than five days prior to the proposed Redemption Date.
Redemption will not be conditional upon receipt by the Trustee of monies sufficient to pay the Redemption Price. 
 Unless the Company
defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Series PPP Bonds or portions thereof called for redemption. The Company will pay the Redemption Price and any accrued interest once
the Series PPP Bonds are surrendered for redemption. If only a portion of any Series PPP Bonds is redeemed, the Trustee will deliver new Series PPP Bonds for the remaining portion without charge. 

“Adjusted Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. 

“Comparable Treasury Issue” means, 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 Series PPP Bonds 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 Series PPP Bonds. 

“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 Company to act as the “Independent Investment Banker.” 
 “Reference Treasury Dealers” means, with respect
to any Redemption Date, (A) Citigroup Global Markets Inc. and RBC Capital Markets, 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 Company will substitute therefor another Primary Treasury Dealer; (B) one Primary Treasury
Dealer selected by Mitsubishi UFJ Securities (USA), Inc. and its successors; (C) one Primary Treasury Dealer selected by The Williams Capital Group, L.P. and its successors; and (D) any other Primary Treasury Dealer(s) selected by the
Company. 
 “Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any Redemption
Date, the average, as determined by the Company, 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 Company by


  
 A-5 








 
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 that the Company elects to redeem only a portion of the Series PPP Bonds, the bonds to be redeemed shall be selected as provided
in the Indenture and, in the case of bonds represented by a global security, in accordance with the procedures of The Depository Trust Company (or its successor as depositary). 

As more fully provided in and subject to the provisions of the Indenture, the Series PPP Bonds are also subject to redemption on any date,
under certain circumstances specified in the second paragraph of Section 13 of Article XI of the Indenture in case of the disposition or taking of certain properties of the Company, at 100% of the unpaid principal amount thereof, together with
accrued interest thereon to the date of redemption. 
 Additional Series PPP Bonds 

The Company may, from time to time, without notice to or the consent of the holders of the bonds, increase the principal amount of the Series
PPP Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series PPP Bonds so issued shall have the same form and terms (other than the offering price, the date of issuance and, under certain
circumstances, the date from which interest thereon shall begin to accrue, the first payment date and the amount of the semiannual installments of principal) as the Series PPP Bonds previously issued and shall form a single series with the
previously issued Series PPP Bonds. An increase in the principal amount of the Series PPP Bonds as a result of the issuance of additional Series PPP Bonds will result in each remaining installment of principal on the Series PPP Bonds (for the
avoidance of doubt, excluding any installments of principal that are payable on any Series PPP Payment Dates falling on or prior to the date on which any such additional Series PPP Bonds are issued) being increased in the same proportion as the
aggregate unpaid principal amount of the Series PPP Bonds is increased by the issuance of such additional Series PPP Bonds. For purposes of the foregoing calculation, (A) if the date on which any such additional Series PPP Bonds are issued
falls on a Series PPP Payment Date, then the proportion by which the aggregate unpaid principal amount of the Series PPP Bonds is increased by the issuance of such additional Series PPP Bonds shall be calculated after giving effect to the
installment of principal that is paid on such Series PPP Payment Date and (B) if the amount of the semi-annual installment of principal on any outstanding Series PPP Bond resulting from such calculation is not an integral multiple of $1,000,
such amount shall be rounded downwards to the nearest integral multiple of $1,000. 
 Other 

This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized attorney, at the
corporate trust office of the Trustee in the Borough of Manhattan, City and County of New York, State of New York, upon surrender and cancellation of this bond and thereupon a new registered bond of the same series and in a principal amount equal to
the unpaid principal amount of this bond will be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such
transfer. 
 The registered owner of any Series PPP Bond, at the option of such holder, may surrender the same, accompanied by a written
instrument of transfer in form approved by the Company duly executed by the registered owner, at the corporate trust office of the Trustee in the Borough of Manhattan, City and County of New York, State of New York, for cancellation in exchange for
another or other registered bonds of the said series of higher or lower authorized denominations of an aggregate principal amount equal to the aggregate unpaid principal amount of the bond or bonds so surrendered and bearing interest as provided in
Section 9 of Article II of the Indenture, and upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such exchange and subject to the terms and conditions specified in the Indenture, and
thereupon the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other bonds to such registered owner at its office or at such agency of the Company, at the option of such registered owner. 

No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this bond, or any part thereof, or of any
claim based herein or in respect hereof or of said Indenture, against any 

  
 A-6 








 
incorporator, or any past or future stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company, or through
any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture. 

The headings appearing in this bond are for convenience of reference only and shall not affect the construction hereof. 

This Series PPP Bond shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent
permitted by applicable law) to conflicts of laws principles thereof. 
 ************** 

This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture. 

U.S. BANK NATIONAL ASSOCIATION, 
 As Trustee 

 

			
	By:		  

			          Authorized Officer

  

					
	Date of Authentication:  				


  
 A-7