EX-4.1



 Exhibit 4.1 

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-THIRD SUPPLEMENTAL INDENTURE 

FROM 
 SAN DIEGO
GAS & ELECTRIC COMPANY 
 TO 

U.S. BANK NATIONAL ASSOCIATION, as Trustee 

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







 THIS SIXTY-THIRD SUPPLEMENTAL INDENTURE IS A SECURITY 

AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS 

A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY 

THIS SIXTY-THIRD 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-Third Supplemental Indenture, the
Company is executing and delivering to the Trustee a Sixty-Fourth 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
“Amortizing First Mortgage Bonds, Series PPP, due 2022”; 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-	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1588	  	Docket	  	File/Page
	Seventh	  	Page	  	87-532270	  	87-530266	  	273181	  	844	  	1555	  	87-585903
	Supplemental	  	Date	  	9/21/87	  	9/21/87	  	9/21/87	  	9/21/87	  	844	  	9/21/87
	Indenture	  		  		  		  		  		  	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	  	
								
	Forty-Fourth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	Supplemental	  	Page	  	93-0257065	  	93-0277892	  	153382	  	93-009487	  	1859	  	93-0246725
	Indenture	  	Date	  	4/27/93	  	4/27/93	  	4/27/93	  	4/27/93	  	Fee 09300	  	4/26/93
		  		  		  		  		  		  	4/27/93	  	


  
 6 









															
	 	  	 	  	Counties of
	 Document
	  	Official
Records	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	 	  	  	 	  	 	  	 	  	 	  	 	  	 
								
	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	  	Clark	  	San Diego	  	Orange	  	Riverside	  	Imperial	  	Yuma	  	Maricopa
	 	  	  	 	  	 	  	 	  	 	  	 	  	 	  	 
									
	Sixtieth	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	  	Book/Page	  	Docket	  	File/Page
	 Supplemental
 Indenture
	  	Page	  	2011120100
 01775
	  	2011-
 0643662
	  	201100061
 1302
	  	2011-
 0529988
	  	2011-
 028759
	  	2011-
 26889
	  	201109939
 17

		  	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
 Indenture
	  	Page	  	20120410
 000789
	  	2012-
 0207656
	  	20120020
 0917
	  	2012-
0163282	  	2012-
007887	  	2012-
08966	  	201202968
 04

		  	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
 Indenture
	  	Page	  	2013093000
 01532
	  	2013-
0592759	  	201300055
 9137
	  	0466671	  	20130221
 71
	  	2013-
26910	  	201308662
 50

		  	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 “Floating Rate First Mortgage Bonds, Series OOO, due 2017,” as hereinafter set forth in this Sixty-Third Supplemental Indenture; and 

WHEREAS, the execution and delivery of this Sixty-Third 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-Third 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 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 

  
 8 








 
Trustee (the receipt whereof is hereby acknowledged), the Company has executed and delivered this Sixty-Third 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) 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


  
 9 








 
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 OOO BONDS 

Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental Indentures
(including this Sixty-Third Supplemental Indenture), a series of bonds designated Series OOO, due 2017, each of which shall bear the descriptive title “Floating Rate First Mortgage Bonds, Series OOO, due 2017” (herein sometimes referred to
as “Series OOO Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series OOO Bonds shall mature on March 9, 2017 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 OOO Bonds shall bear interest at the rate and from the date, shall be expressed to mature as to 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 OOO 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 OOO Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest shall be payable on such date.
The principal and premium, if any, and interest on the Series OOO 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 OOO Bonds shall be dated as
in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons. 
 The Series OOO Bonds shall
further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the Form of Bond. 
 The Series OOO Bonds shall
otherwise be of such terms, provisions, tenor and form as provided in this Sixty-Third Supplemental Indenture. 
 Section 2: The
Series OOO 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-Third 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 OOO 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 OOO 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 OOO Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series OOO Bonds may be issuable in 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 

  
 10 








 
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 OOO 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 OOO 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 OOO 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 OOO 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 OOO 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 OOO Bonds in such form and denominations as are required by or pursuant to the Indenture, and in an aggregate principal amount equal to the 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 OOO 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, a like aggregate principal amount of definitive Series OOO Bonds of authorized denominations as 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 OOO 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 interest is due (an “Interest Payment Date”) for such bond and before the opening of business at that place of payment on the
next Interest Payment Date, or (ii) any special record date for the payment of interest for such bond which was not punctually paid or duly provided for on any Interest Payment Date and before the opening of business at such place of payment on
the related proposed date for the payment of such interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such definitive bond, but shall be payable on
the Interest Payment Date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of the Indenture and the Series OOO
Bonds. The Company may, in its sole discretion, pay interest on definitive Series OOO 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 Interest Payment Date by the persons entitled to such payment. 
 (3) Subject to
Clause (2) above, any exchange or transfer of a Global Security for other Series OOO Bonds may be made in whole or in part, and all Series OOO 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. 

  
 11 








 (4) Every Series OOO 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 OOO 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 OOO 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 OOO Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series OOO Bonds of other authorized denomination or denominations; 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 OOO Bonds, including Series OOO 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 OOO 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. 
 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-Third Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed. 

Section 2: All terms used in this Sixty-Third 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. 

  
 12 








 Section 3: In order to facilitate the filing of this Sixty-Third 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-Third 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-Third Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Sixty-Third 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 OOO Bonds, this Sixty-Third Supplemental Indenture and the Series OOO 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 OOO Bonds, or this Sixty-Third 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-Third
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-Third 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:
 Title:
		 Robert Schlax
 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
Sixty-Third 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) 

FLOATING RATE FIRST MORTGAGE BOND, 

SERIES OOO, DUE 2017 
  

					
	No.            		 	$                                   
  	  
		
			 	CUSIP No. 797440BS2	  
			 	ISIN No. US797440BS22	  

 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, on the ninth day of March, 2017 (the “Maturity Date”), and to pay interest thereon from March 12, 2015 (the “Original Issue Date”) or from the most
recent date to which interest has been paid or duly provided for quarterly in arrears on March 9, June 9, September 9 and December 9 in each year (each, an “Interest Payment Date”), beginning on June 9,
2015, and on the Maturity Date at the Applicable Rate (as defined below) as in effect from time to time, until the principal hereof is paid or made available for payment, provided, that if any Interest Payment Date (other than the Interest Payment
Date falling on the Maturity Date) is not a Series OOO Business Day (as defined on the reverse hereof), such Interest Payment Date will be moved to, and will be, the immediately succeeding Series OOO Business Day, except that if such immediately
succeeding Series OOO Business Day is in the immediately succeeding calendar month, such Interest Payment Date (other than the Interest Payment Date falling on the Maturity Date) will be moved to, and will be, the immediately preceding Series OOO
Business Day. If the Maturity Date is not a Series OOO Business Day, the Company will pay interest and principal due on the Maturity Date on the immediately succeeding day that is a Series OOO Business Day as if such payment were made on the date
such payment was originally due, and no interest will accrue on the amounts so payable for the period from and after the Maturity Date to the immediately succeeding Series OOO Business Day. 

The term “Applicable Rate” means a per annum interest rate determined as follows: the Applicable Rate for the period from and
including the Original Issue Date to but excluding the Interest Payment Date falling in June 2015 will be equal to the 3 Month LIBOR Rate (as defined on the reverse hereof), determined as of the second London Banking Day (as defined on the reverse
hereof) immediately preceding the Original Issue Date, plus 0.200% per year, and the Applicable Rate will be reset on each Interest Payment Date (each of these dates is called an “Interest Reset Date”), beginning with the
Interest Reset Date falling in June 2015, and will be equal to the 3 Month LIBOR Rate, determined as of the second London Banking Day immediately preceding the applicable Interest Reset Date, plus 0.200% per year. The interest rate on this
Series OOO Bond (as defined on the reverse hereof) will in no event be higher than the maximum rate permitted by California law as the same may be modified by United States law of general application. 

Interest payable on any Interest Payment Date or on the Maturity Date shall be the amount of interest accrued from, and including, the
immediately preceding Interest Payment Date in respect of which interest has been paid or duly provided for on this Series OOO Bond (or from and including the Original Issue Date if no interest has been paid or duly provided for on this Series OOO
Bond) to, but not including, such Interest Payment Date or the Maturity Date, as the case may be. 

  
 A-1 








 The interest so payable on any Interest Payment Date will be paid to the person in whose name
this Series OOO Bond is registered at the close of business on the 15th calendar day, whether or not a Series OOO Business Day, immediately preceding such Interest Payment Date; provided that interest payable on the Maturity Date shall be paid to
the person to whom principal is paid. 
 The principal of (and premium, if any) and interest on this bond (as defined on the reverse hereof)
will be paid at the corporate trust office of U.S. Bank National Association, or its successor trustee under the Indenture, 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 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 Interest Payment Date by 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 FLOATING RATE FIRST MORTGAGE BOND, SERIES OOO, DUE 2017] 

This bond is one of a duly authorized issue of bonds of the Company, known as its Floating Rate First Mortgage Bonds, of the series and designation indicated
on the face hereof (the “Series OOO 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-Third 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 OOO Bonds as to such security, and the terms and conditions upon which the Series OOO 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 OOO Bond is one of a series of Series
OOO Bonds and is sometimes referred to as this “bond.” 
 In connection with the issuance of the Series OOO Bonds, the Company has
entered into a Calculation Agent Agreement dated as of March 12, 2015 (as the same may be amended or supplemented from time to time and including any successor agreement thereto, the “Calculation Agreement”) with U.S. Bank
National Association, as calculation agent (in such capacity herein called the “Calculation Agent,” which term includes any successor thereto under the Calculation Agreement). 

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 OOO 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, or the extension of the maturity of the
principal of this bond, 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. 

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. 

The 3 Month LIBOR Rate will be determined by the Calculation Agent in accordance with the following provisions: 

“3 Month LIBOR Rate” means the rate for deposits in U.S. dollars for the 3-month period commencing on the applicable Interest
Reset Date which appears on Reuters Screen LIBOR01 Page (as defined below) at approximately 11:00 a.m., London time, on the second London Banking Day (as defined below) prior to such Interest Reset Date (the second London Banking Day prior to any
Interest Reset Date being referred to as an “Interest Determination Date”). If this rate does not appear on Reuters Screen LIBOR01 Page, the Calculation Agent will determine the rate on the basis of the rates at which deposits in
U.S. dollars are offered by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on the applicable Interest Determination Date to prime banks in the London interbank market for a
period of three months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. In such case, the Calculation Agent
will request the principal London office of each of the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided, the rate for that Interest Reset Date will be the arithmetic mean of the quotations,
and, if fewer than two quotations are provided as requested, the rate for that Interest Reset Date will be the arithmetic mean of the rates quoted by three major banks in New York City selected by the Calculation Agent, at approximately 11:00 a.m.,
New York City time, on the applicable Interest Determination Date for loans in U.S. dollars to leading European banks for a period of three months commencing on that Interest Reset Date and in a principal amount equal to an amount not less than U.S.
$1,000,000 that is representative for a single transaction in 

  
 A-4 








 
such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting such rates as mentioned in this sentence, the 3 Month LIBOR Rate
commencing as of such Interest Reset Date will remain the 3 Month LIBOR Rate determined as of the Interest Determination Date for the immediately preceding Interest Reset Date. Solely for purposes of this paragraph, the term “Interest Reset
Date” shall be deemed to include the Original Issue Date. 
 The term “London Banking Day” means any day on which
dealings in U.S. dollars are transacted in the London interbank market. 
 The term “Reuters Screen LIBOR01 Page” means the
display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major
banks). 
 The term “Series OOO Business Day” means any day (1) that is a business day in The City of New York and
(2) that is also a London Banking Day. As used in clause (1) of 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. 
 The Calculation Agent will, upon the request of the registered holder
of this Series OOO Bond, provide the interest rate then in effect. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the holder of this Series OOO
Bond. The Company may appoint a successor Calculation Agent with the written consent of the Trustee. 
 All percentages resulting from any
calculation of the interest rate on this Series OOO Bond will be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (for example, 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts in or resulting from any such calculation will be rounded to the nearest cent (with one-half cent being
rounded upwards). 
 Interest on the Series OOO Bonds will be calculated on the basis of a 360-day year and the actual number of days in the
applicable period. 
 As more fully provided in and subject to the provisions of the Indenture, the Series OOO Bonds are 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 principal amount
thereof, together with accrued interest thereon to the date of redemption. 
 The Company may, from time to time, without notice to or the
consent of the holders of the Series OOO Bonds, increase the principal amount of the Series OOO Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series OOO 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 and the first payment date) as the Series OOO Bonds previously issued and shall
form a single series with the previously issued Series OOO Bonds. 
 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 principal amount 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 OOO 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 

  
 A-5 








 
authorized denominations of an aggregate principal amount equal to the aggregate 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 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. 

This Series OOO 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-6