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-FIFTH SUPPLEMENTAL INDENTURE 

FROM 
 SAN DIEGO GAS
& ELECTRIC COMPANY 
 TO 

U.S. BANK NATIONAL ASSOCIATION, as Trustee 

**************** 
 Dated as of
May 19, 2016 







 THIS SIXTY-FIFTH SUPPLEMENTAL INDENTURE IS A SECURITY 

AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS 

A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY 

THIS SIXTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 19th day of May 2016, 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, a Sixty-Second Supplemental Indenture dated as of September 9, 2013, a Sixty-Third Supplemental Indenture dated as of 







 
March 12, 2015 and a Sixty-Fourth Supplemental Indenture dated as of March 12, 2015, 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 

  
 2 








 
$250,000,000, “First Mortgage Bonds, Series III due 2040” issued in the aggregate principal amount of $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, “First Mortgage Bonds, Series NNN due 2023” issued in the aggregate principal amount of $450,000,000, “Floating Rate First Mortgage Bonds, Series OOO due 2017” issued in the aggregate principal amount of
$140,000,000 and “Amortizing First Mortgage Bonds, Series PPP due 2022” issued in the aggregate principal amount of $250,000,000, 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 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, the Series NNN due 2023, the Series OOO due 2017 and the Series PPP due 2022, which are
presently issued and outstanding; 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-	  	Book	  	File/Page	  	File/Page	  	File/Page	  	1533	  	Docket	  	File No.
	Second	  	Page	  	84-466428	  	84-517843	  	267452	  	753	  	1413	  	84-537706
	Supplemental	  	Date	  	12/14/84	  	12/14/84	  	12/14/84	  	12/14/84	  	216-235	  	12/14/84
	Indenture	  		  		  		  		  		  	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	  	90-176460
	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
 Indenture
	  	Page	  	93-0257065	  	93-0277892	  	153382	  	93-009487	  	 1859
 Fee 09300
	  	93-0246725
	  	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	  	95-0313577
	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
 Supplemental
Indenture
	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	 	Book/Page	  	Docket	  	File/Page
	  	Page	  	201112010001775	  	2011-0643662	  	 201100061
 1302
	  	2011-0529988	 	2011-028759	  	2011-26889	  	20110993917
	  	Date	  	12/1/2011	  	12/1/11	  	12/1/11	  	12/1/11	 	12/1/11	  	12/1/11	  	12/1/11
									
	Sixty-First Supplemental Indenture	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	 	Book/Page	  	Docket	  	File/Page
	  	Page	  	 20120410
 000789
	  	2012-0207656	  	 20120020
 0917
	  	2012-0163282	 	2012-007887	  	2012-08966	  	20120296804
	  	Date	  	4/10/12	  	4/10/12	  	4/10/12	  	4/10/12	 	4/10/12	  	4/10/12	  	4/10/12
									
	Sixty-Second Supplemental Indenture	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	 	Book/Page	  	Docket	  	File/Page
	  	Page	  	201309300001532	  	2013-0592759	  	 201300055
 9137
	  	0466671	 	2013022171	  	2013-26910	  	20130866250
	  	Date	  	9/30/13	  	9/30/13	  	9/30/13	  	9/26/13	 	9/26/13	  	9/30/13	  	9/30/13
									
	Sixty-Third Supplemental Indenture	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	 	Book/Page	  	Docket	  	File/Page
	  	Page	  	20150318-0000267	  	2015-0125062	  	 201500013
 7709
	  	2015-0105656	 	 201500538
 9
	  	2015-06017	  	2015-0308470
	  	Date	  	3/18/2015	  	3/18/2015	  	3/18/15	  	3/17/2015	 	3/20/2015	  	3/20/2015	  	5/01/15
									
	Sixty-Fourth Supplemental Indenture	  	Book	  	File/Page	  	File/Page	  	File/Page	  	File/Page	 	Book/Page	  	Docket	  	File/Page
	  	Page	  	20150318-0000268	  	2015-0125063	  	 201500013
 7710
	  	2015-0105657	 	 201500539
 7
	  	2015-06018	  	2015-0308471
	  	Date	  	3/18/2015	  	3/18/2015	  	3/18/2015	  	3/17/2015	 	3/20/15	  	3/20/2015	  	5/01/15


  
 8 








 WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional
series of bonds to be designated “First Mortgage Bonds, Series QQQ, due 2026,” as hereinafter set forth in this Sixty-Fifth Supplemental Indenture; and 

WHEREAS, the execution and delivery of this Sixty-Fifth 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-Fifth 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 Trustee (the receipt whereof is hereby acknowledged), the Company has
executed and delivered this Sixty-Fifth 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 

  
 9 








 
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 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 QQQ
BONDS 
 Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the said Supplemental
Indentures (including this Sixty-Fifth Supplemental Indenture), a series of bonds designated Series QQQ, due 2026, each of which shall bear the descriptive title “First Mortgage Bonds, Series QQQ, due 2026” (herein sometimes referred to as
“Series QQQ Bonds”), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series QQQ Bonds shall mature on May 15, 2026 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 QQQ 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 QQQ Bond set forth on Exhibit A hereto (the “Form of Bond”) and by the applicable provisions of the
Indenture. In addition, May 19, 2016 shall be an interest payment date for the Series QQQ 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 QQQ Bonds shall be payable at the corporate trust office of the Trustee in the City and County of Los Angeles, State of California and, if Series QQQ Bonds are issued in definitive certificated form under the
circumstances set forth in clause (2) of Section 4 of this Article I, at the office or agency in the Borough of Manhattan, City and County of New York, State of New York that the Company maintains for such purpose. The Series QQQ Bonds shall be
dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons. 
 The Series QQQ Bonds
shall further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the Form of Bond. 

  
 10 








 The Series QQQ Bonds shall otherwise be of such terms, provisions, tenor and form as provided in
this Sixty-Fifth Supplemental Indenture. 
 Section 2: The Series QQQ 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-Fifth 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 QQQ 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 QQQ
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 QQQ Bonds shall be substantially in the form set forth on the Form of
Bond. In addition, the Series QQQ 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 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 QQQ 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 QQQ 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 QQQ 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 QQQ 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 QQQ 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 QQQ 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 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 QQQ 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 QQQ 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 

  
 11 








 
definitive Series QQQ 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 QQQ Bonds. 

(3) Subject to Clause (2) above, any exchange or transfer of a Global Security for other Series QQQ Bonds may be made in whole or in
part, and all Series QQQ 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 QQQ 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 QQQ 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 QQQ 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 QQQ Bonds may
be exchanged without a service charge for a like aggregate principal amount of such Series QQQ 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 City and
County of Los Angeles, State of California, 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 QQQ Bonds, including Series QQQ Bonds issued in definitive certificated
form, may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Without limitation to the foregoing, if Series QQQ Bonds are issued in definitive certificated form under the circumstances set
forth in clause (2) of Section 4 of this Article I, the Company shall also maintain in the Borough of Manhattan, City and County of New York, State of New York, an office or agency where Series QQQ Bonds, including Series QQQ Bonds issued in
definitive certificated form, may be presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Such office or agency in the City and County of Los Angeles, State of California, and any such office or
agency in the Borough of Manhattan, City and County of New York, State of New York, shall be a 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 QQQ 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-Fifth Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed. 

Section 2: All terms used in this Sixty-Fifth 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-Fifth 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-Fifth 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-Fifth Supplemental Indenture conflicts with any provision in the Indenture, the provisions of this Sixty-Fifth 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 QQQ Bonds, this Sixty-Fifth Supplemental Indenture and the Series QQQ 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 QQQ Bonds, or this Sixty-Fifth 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-Fifth 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-Fifth 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/ Erbin B. Keith

	Name:	 	Erbin B. Keith
	Title:	 	Senior Vice President, General Counsel and Assistant Secretary


  

			
	(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










 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 May 17, 2016, before me, LESLIE C. FRENCH, a Notary Public, personally appeared ERBIN B. KEITH 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/ Leslie C. French

	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 May 18, 2016, 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

	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) 

2.500% FIRST MORTGAGE BOND, 

SERIES QQQ, DUE 2026 
  

			
	No.         	  	$            
		
		  	CUSIP No. 797440 BU7
		  	ISIN No. US797440BU77

 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 referred to on the reverse hereof), 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 May 15, 2026, and to pay interest thereon from May 19, 2016, at the
rate of 2.500% per annum in like lawful money, payable semi-annually in arrears, on May 15 and November 15 (each, an “Interest Payment Date”) in each year, to the holder of record of this bond (as defined on the reverse
hereof) on the immediately preceding May 1 and November 1, respectively, commencing November 15, 2016, 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. 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 said Indenture, in the City and County
of Los Angeles, State of California, that the Company maintains for such purpose and, if Series QQQ Bonds (as defined on the reverse hereof) are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of
Article I of the Sixty-Fifth Supplemental Indenture (as defined on the reverse hereof), at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York; provided that, if
Series QQQ Bonds are issued in definitive certificated form under such circumstances, the Company may pay interest on the Series QQQ Bonds in definitive certificated form by check mailed to the addresses of the persons entitled to payment or by wire
transfer to bank accounts in the United States designated in writing to the Trustee (as defined on the reverse hereof) at least 15 days before the applicable Interest Payment Date by the persons 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-1 








 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-2 








 [REVERSE SIDE OF 2.500% FIRST MORTGAGE BOND, SERIES QQQ, DUE 2026] 

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 QQQ 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-Fifth
Supplemental Indenture (the “Sixty-Fifth Supplemental Indenture”) dated as of May 19, 2016 (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 QQQ Bonds as to such security, and the terms and conditions upon which the Series
QQQ 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 QQQ Bond is one of a series of Series QQQ Bonds and is sometimes referred to as “this bond.” 

Interest on the Series QQQ 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 QQQ 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. 

All or a portion of the Series QQQ 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 QQQ 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 (A) in the case
of any Redemption Date prior to February 15, 2026 (the “Par Call Date”) the greater of the following amounts: (a) 100% of the principal amount of the Series QQQ 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 QQQ Bonds being redeemed on that Redemption Date (not including any portion of any payments of accrued and unpaid interest to the Redemption Date) that would
be due if the Series QQQ Bonds matured, and accrued and unpaid interest was payable, on the Par Call Date discounted to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by
the Independent Investment Banker (as defined below), plus, in each case, accrued and unpaid interest thereon to the Redemption Date, or (B) in the case of any Redemption Date on or after the Par Call Date, 100% of the principal amount of the Series
QQQ Bonds to be redeemed on the Redemption Date, plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, installments of interest on Series QQQ Bonds that are due and payable on Interest Payment Dates falling
on or prior to a Redemption Date will be payable on those Interest Payment Dates to the registered holders of such Series QQQ Bonds as of the close of business on the relevant record dates according to the terms of the Series QQQ 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 QQQ Bonds to be redeemed. Once notice of redemption is mailed, the Series QQQ 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 

  
 A-3 








 
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 QQQ Bonds or portions thereof called for redemption. The Company will pay the Redemption Price and any accrued interest once the Series QQQ Bonds are surrendered for redemption. If only a portion of any
Series QQQ Bonds is redeemed, the Trustee will deliver new Series QQQ 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 an actual or interpolated maturity comparable to the remaining term of the Series QQQ Bonds to be
redeemed on such Redemption Date (assuming the Series QQQ Bonds matured on the Par Call 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 QQQ Bonds (assuming the Series QQQ Bonds matured on the Par Call Date). 

“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) Barclays Capital Inc., 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 Loop Capital Markets LLC and its successors; (C) one Primary Treasury Dealer selected by Mitsubishi UFJ Securities (USA), Inc. 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 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 QQQ 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 QQQ 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 principal amount thereof,
together with accrued interest thereon to the date of redemption. 

  
 A-4 








 The Company may, from time to time, without notice to or the consent of the holders of the Series
QQQ Bonds, increase the principal amount of the Series QQQ Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series QQQ 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 QQQ Bonds previously issued and shall form a single series with the
previously issued Series QQQ 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 City and County of Los Angeles, State of California, and, if Series QQQ Bonds are issued in definitive certificated form under the circumstances set forth in clause
(2) of Section 4 of Article I of the Sixty-Fifth Supplemental Indenture, at the office or agency maintained by the Company for such purpose 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 QQQ 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 City and County of Los Angeles, State of California and,
if Series QQQ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Sixty-Fifth Supplemental Indenture, at the office or agency maintained by the Company for such purpose 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 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 office or 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 QQQ 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-5