exv4w1






Exhibit 4.1




EXECUTION COPY




 





5.50% First Mortgage Bonds due 2040, Series PPP



Supplemental Mortgage of Chattels



and



Trust Indenture



(Fifty-eighth Supplemental Indenture)



 





CALIFORNIA WATER SERVICE COMPANY



to



U.S. BANK NATIONAL ASSOCIATION



as



Trustee



 





Dated as of November 22, 2010




 




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	4	 
	SECTION 1.01 DEFINITIONS
	 	 	4	 
	ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE BONDS
	 	 	4	 
	SECTION 2.01. Designation of Bonds
	 	 	4	 
	SECTION 2.02. Aggregate Principal Amount
	 	 	5	 
	SECTION 2.03. Form; Payment of Interest and Principal on Series PPP Bonds
	 	 	5	 
	SECTION 2.04. Parent Guarantee
	 	 	5	 
	ARTICLE III REDEMPTION, SINKING FUND
	 	 	5	 
	ARTICLE IV MISCELLANEOUS
	 	 	6	 
	SECTION 4.01. Notice
	 	 	6	 
	SECTION 4.02. Amendment and Supplement
	 	 	6	 
	SECTION 4.03. Conflicts
	 	 	6	 
	SECTION 4.04. Governing Law
	 	 	6	 
	SECTION 4.05. Counterparts
	 	 	6	 
	SECTION 4.06. Ratification
	 	 	6	 
	SECTION 4.07. Severability
	 	 	6	 
	SECTION 4.08. Trustee and Supplemental Indenture
	 	 	6	 






	 	 	 	 	 
	Exhibits	 	 	 	 
	EXHIBIT A

	 	-
	 	FORM OF SERIES PPP BONDS
	EXHIBIT B

	 	-
	 	FORM OF PARENT GUARANTEE
	EXHIBIT C

	 	-
	 	RECORDATION OF RESIGNATIONS
	EXHIBIT D

	 	-
	 	RECORDATION OF FIRST THROUGH FIFTH-SEVENTH SUPPLEMENTAL INDENTURES






i









 





     FIFTY-EIGHTH SUPPLEMENTAL MORTGAGE OF CHATTELS and TRUST INDENTURE (this “Supplemental
Indenture”) dated as of November 22, 2010, between CALIFORNIA WATER SERVICE COMPANY, a California
corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), having
its Corporate Trust Office at One California Street, Suite 1000, San Francisco, CA 94111.



RECITALS



     WHEREAS, the Company heretofore made, executed and delivered the Indenture from California
Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings
Bank, as Trustees, dated as of the 1st day of April, 1928, (the “Original Base Indenture”), and the
Original Base Indenture has been recorded in the Office of the Recorders of the following counties
and city and county of the State of California on the respective dates and in the respective books
of record hereafter set forth:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	County of	 	Date of	 	Volume of Official Records	 	Page at Which
	City and County	 	Recordation	 	(except as noted)	 	Record Commences
	Contra Costa
	 	May 2, 1928	 	 	141	 	 	 	7	 
	City and County of
San Francisco
	 	May 3, 1928	 	 	1637	 	 	 	346	 
	Glenn
	 	May 2, 1928	 	 	62	 	 	 	190	 
	 
	 	 	 	 	 	(Book of Mortgages)	 	 	 	 
	Kings
	 	January 7, 1929	 	 	40	 	 	 	348	 
	San Joaquin
	 	May 2, 1928	 	 	243	 	 	 	295	 
	Solano
	 	May 2, 1928	 	 	14	 	 	 	7	 
	Tulare
	 	May 3, 1928	 	 	260	 	 	 	11	 
	Alameda
	 	May 2, 1928	 	 	1877	 	 	 	35	 
	Sonoma
	 	May 2, 1928	 	 	196	 	 	 	136	 
	Los Angeles
	 	May 4, 1928	 	 	7105	 	 	 	102	 
	Butte
	 	May 2, 1928	 	 	116	 	 	 	106	 
	 
	 	 	 	 	 	(Book of Mortgages)	 	 	 	 
	Kern
	 	May 3, 1928	 	 	249	 	 	 	1	 
	Shasta
	 	May 2, 1928	 	 	38	 	 	 	80	 
	Fresno
	 	May 2, 1928	 	 	894	 	 	 	32	 
	San Mateo
	 	January 20,1939	 	 	837	 	 	 	16	 
	Yuba
	 	September 12, 1942	 	 	69	 	 	 	291	 
	Santa Clara
	 	November 2, 1945	 	 	1305	 	 	 	286	 
	Monterey
	 	February 21, 1962	 	Serial No. 6604	 	 	 	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130176; and	 	 	 	 






     WHEREAS, Los Angeles-First National Trust & Savings Bank changed its name to Security-First
National Bank of Los Angeles and later to Security First National Bank and later to
Security-Pacific National Bank; and



     WHEREAS, American Trust Company changed its name to Wells Fargo Bank and Wells Fargo Bank
subsequently merged into Wells Fargo Bank, National Association; and



     WHEREAS, by instrument entitled “Resignations of Wells Fargo Bank, National Association as
Authenticating Trustee and Security Pacific National Bank as Trustee and Appointment and Acceptance
of Bank of America National Trust and Savings Association as Authenticating Trustee under Mortgage
of Chattels and Trust Indenture dated as of April 1, 1928 as Supplemented, Amended and Modified
from California Water Service Company” dated as of August 1, 1983, recorded in the offices of the
Recorders of those counties and city and county



1









 




of the State of California on the respective dates and in the respective books of record
and/or as the respective document numbers set forth in EXHIBIT C, which is annexed hereto and
hereby made a part hereof, (a) Wells Fargo Bank, National Association, resigned as authenticating
trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the
First through Thirty-First Supplemental Indentures, effective August 1, 1983, (b) the Company
appointed Bank of America National Trust and Savings Association as successor authenticating
trustee to Wells Fargo Bank, National Association, effective August 1, 1983, (c) Bank of America
National Trust and Savings Association accepted such appointment as authenticating trustee under
the Original Base Indenture, as theretofore supplemented, amended and modified by the First through
Thirty-First Supplemental Indentures, effective August 1, 1983, (d) Security Pacific National Bank
resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and
modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (e)
the Company appointed no successor trustee to said Security Pacific National Bank, (f) Bank of
America National Trust and Savings Association as of August 1, 1983 became fully vested with all
the estates, properties, rights powers trusts, duties and obligations of Wells Fargo Bank, National
Association and Security Pacific National Bank, as trustees under the Original Base Indenture, as
theretofore supplemented, amended and modified by the First through Thirty-First Supplemental
Indentures, with like effect as if originally named as trustee therein, (g) Bank of America
National Trust and Savings Association resigned as trustee under the Original Base Indenture, as
theretofore supplemented, amended and modified by First through Thirty-First Supplemental
Indentures, effective December 15, 1995, (h) the Company appointed, with the concurrence of a
majority of the Holders, First Trust, a subsidiary of First Trust Bank System of Minneapolis, as
successor trustee to Bank of America National Trust and Savings Association, effective December 15,
1995, (i) First Trust, a subsidiary of First Trust Bank System of Minneapolis, accepted such
appointment as trustee under the Original Base Indenture, as supplemented, amended and modified by
the First through Thirty-eighth Supplemental Indentures, (j) First Trust Bank System of Minneapolis
merged with U. S. Bank Trust National Association, effective August 1, 1997; as a result of said
merger, the corporate name became U. S. Bank Trust National Association, effective March 30, 1998,
(k) effective January 10, 2002, U. S. Bank Trust National Association merged into U. S. Bank
National Association and (l) U. S. Bank National Association became the trustee under the Original
Base Indenture, as therefore supplemented, amended and modified by the First through Fifty-seventh
Supplemental Indentures referred to below; and




     WHEREAS, the Company has heretofore made, executed and delivered fifty-seven certain
supplemental indentures supplemental to said Original Base Indenture, one such supplemental
indenture from California Water Service Company to American Trust Company and Los Angeles-First
National Trust & Savings Bank, as trustees, dated January 3, 1929, hereinafter sometimes called the
“First Supplemental Indenture;” twelve such supplemental indentures from said California Water
Service Company to American Trust Company and Security-First National Bank of Los Angeles, as
trustees, dated and hereinafter sometimes called, respectively, as follows:



	 	 	 
	Date	 	Name
	August 19, 1929

	 	Second Supplemental Indenture
	February 25, 1930

	 	Third Supplemental Indenture
	February 1, 1931

	 	Fourth Supplemental Indenture
	March 23, 1932

	 	Fifth Supplemental Indenture
	May 1, 1936

	 	Sixth Supplemental Indenture
	April 1, 1939

	 	Seventh Supplemental Indenture
	November 1, 1945

	 	Eighth Supplemental Indenture
	May 1, 1951

	 	Ninth Supplemental Indenture
	May 1, 1953

	 	Tenth Supplemental Indenture
	May 1, 1954

	 	Eleventh Supplemental Indenture
	May 1, 1955

	 	Twelfth Supplemental Indenture
	November 1, 1956

	 	Thirteenth Supplemental Indenture





four supplemental indentures from California Water Service Company to Wells Fargo Bank and Security
First National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:





2









 








	 	 	 
	Date	 	Name
	November 1, 1963

	 	Fourteenth Supplemental Indenture
	November 1, 1965

	 	Fifteenth Supplemental Indenture
	November 1, 1966

	 	Sixteenth Supplemental Indenture
	November 1, 1967

	 	Seventeenth Supplemental Indenture





fourteen supplemental indentures from California Water Service Company to Wells Fargo Bank,
National Association and Security Pacific National Bank, as trustees, dated and hereinafter
sometimes called, respectively, as follows:




	 	 	 
	Date	 	Name
	November 1, 1969

	 	Eighteenth Supplemental Indenture
	May 1, 1970

	 	Nineteenth Supplemental Indenture
	November 1, 1970

	 	Twentieth Supplemental Indenture
	October 1, 1972

	 	Twenty-first Supplemental Indenture
	November 1,1972

	 	Twenty-second Supplemental Indenture
	November 15, 1972

	 	Twenty-third Supplemental Indenture
	November 1, 1973

	 	Twenty-fourth Supplemental Indenture
	May 1, 1975

	 	Twenty-fifth Supplemental Indenture
	May 1, 1976

	 	Twenty-sixth Supplemental Indenture
	November 1, 1977

	 	Twenty-seventh Supplemental Indenture
	May 1, 1978

	 	Twenty-eighth Supplemental Indenture
	November 1, 1979

	 	Twenty-ninth Supplemental Indenture
	November 1, 1980

	 	Thirtieth Supplemental Indenture
	May 1, 1982

	 	Thirty-first Supplemental Indenture





seven supplemental indentures from California Water Service Company to Bank of America National
Trust and Savings Association, as trustee, dated and hereinafter sometimes called, respectively, as
follows:




	 	 	 
	Date	 	Name
	September 1, 1983

	 	Thirty-second Supplemental Indenture
	May 1, 1988

	 	Thirty-third Supplemental Indenture
	November 1, 1990

	 	Thirty-fourth Supplemental Indenture
	November 3, 1992

	 	Thirty-fifth Supplemental Indenture
	May 1, 1993

	 	Thirty-sixth Supplemental Indenture
	September 1, 1993

	 	Thirty-seventh Supplemental Indenture
	November 2, 1993

	 	Thirty-eighth Supplemental Indenture; and





and eighteen supplemental indentures from California Water Service Company to U.S. Bank National
Association, as trustee, dated and hereinafter sometimes called, respectively, as follows:




	 	 	 
	Date	 	Name
	April 17, 2009

	 	Thirty-ninth Supplemental Indenture
	April 17, 2009

	 	Fortieth Supplemental Indenture
	April 17, 2009

	 	Forty-first Supplemental Indenture
	April 17, 2009

	 	Forty-second Supplemental Indenture
	April 17, 2009

	 	Forty-third Supplemental Indenture
	April 17, 2009

	 	Forty-fourth Supplemental Indenture
	April 17, 2009

	 	Forty-fifth Supplemental Indenture
	April 17, 2009

	 	Forty-sixth Supplemental Indenture
	April 17, 2009

	 	Forty-seventh Supplemental Indenture
	April 17, 2009

	 	Forty-eighth Supplemental Indenture
	April 17, 2009

	 	Forty-ninth Supplemental Indenture
	April 17, 2009

	 	Fiftieth Supplemental Indenture
	April 17, 2009

	 	Fifty-first Supplemental Indenture
	April 17, 2009

	 	Fifty-second Supplemental Indenture
	April 17, 2009

	 	Fifty-third Supplemental Indenture
	April 17, 2009

	 	Fifty-fourth Supplemental Indenture
	April 17, 2009

	 	Fifty-fifth Supplemental Indenture
	April 17, 2009

	 	Fifty-sixth Supplemental Indenture
	April 17, 2009

	 	Fifty-seventh Supplemental Indenture; and






3









 






     WHEREAS, the First through Fifty-seventh Supplemental Indentures (or memoranda thereof) have
been recorded in the offices of the Recorders of those counties and city and county of the State of
California on the respective dates and in the respective books of record and/or as the respective
document numbers set forth in EXHIBIT D, which is annexed hereto and hereby made a part hereof; and



     WHEREAS, the Original Base Indenture as amended, supplemented and modified by the Thirty-ninth
Supplemental Indenture, and as subsequently amended, supplemented and modified, is hereafter called
the “Base Indenture.”



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I

DEFINITIONS



     SECTION 1.01 DEFINITIONS



     Each term used herein has the meaning assigned to such term in the Base Indenture unless
otherwise specifically defined herein, in which case the definition set forth herein shall govern
the Bonds issued under this Supplemental Indenture. The following terms, as used herein, have the
following meanings:



     “Closing Date” means November 22, 2010.



     “Corporate Trust Office” means the office of the Trustee specified in the initial paragraph of
this Supplemental Indenture or any other office specified by the Trustee from time to time pursuant
to the provisions of the Base Indenture.



     “Series PPP Bonds” means the $100,000,000 aggregate principal amount of 5.50% First Mortgage
Bonds due 2040, Series PPP.



     “Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental
Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of
the Base Indenture, and thereafter “Trustee” shall mean or include each Person who is then a
Trustee hereunder.



ARTICLE II

CERTAIN TERMS AND ISSUANCE OF THE BONDS



     SECTION 2.01. Designation of Bonds.



     The changes, modifications and supplements to the Base Indenture effected by this Supplemental
Indenture shall be applicable only with respect to, and govern the terms of, the Series PPP Bonds
and shall not apply to any other Bonds that have been or may be issued under the Base Indenture
unless a supplemental indenture with respect to such other Bonds specifically incorporates such
changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby
designated a series of Bonds under the Base Indenture entitled “5.50% First Mortgage Bonds due
2040, Series PPP.”



4









 





     SECTION 2.02. Aggregate Principal Amount.



     The aggregate principal amount of the Series PPP Bonds which may be outstanding under the
terms of this Supplemental Indenture after the date hereof is $100,000,00, except for Series PPP
Bonds authenticated and delivered in accordance with Sections 2.15, 2.16, 2.18, 4.07 and 12.06 of
the Base Indenture.



     SECTION 2.03. Form; Payment of Interest and Principal on Series PPP Bonds.



     (a) General. Without limiting the foregoing provisions of this Article II, the Series PPP
Bonds shall be issued substantially in the form set forth in EXHIBIT A hereto and shall initially
be Global Bonds. The Series PPP Bonds will be issued in denominations of $1,000 and its integral
multiples. To the extent that any provision of the Global Bonds representing the Series PPP Bonds
conflicts with the express provisions of this Supplemental Indenture or the Base Indenture, this
Supplemental Indenture or the Base Indenture shall govern and be controlling.



     (b) Payment of Interest and Principal on Bonds. The Series PPP Bonds will mature on December
1, 2040 (the “Maturity Date”) and will bear interest at the rate of 5.50% per annum.
Interest on the Series PPP Bonds will be payable semi-annually in arrears on June 1 and December 1
of each year to the Holders thereof at the close of business on the immediately preceding May 15
and November 15 of each year, commencing on June 1, 2011. Interest on the Series PPP Bonds will
accrue from the most recent date to which interest has been paid, or if no interest has been paid,
from the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months. The principal of and interest on the bonds will be payable in U.S. dollars
or in such other currency of the United States that at the time of payment is legal tender for the
payment of public and private debts.



     SECTION 2.04. Parent Guarantee.



     The obligations of the Company under the Series PPP Bonds shall be guaranteed by Parent, the
form of which guarantee is set forth in EXHIBIT B hereto.



ARTICLE III

REDEMPTION, SINKING FUND



     SECTION 3.01. Redemption.



     Commencing on the date that is six months prior to the Maturity Date, the Series PPP Bonds are
redeemable at the option of the Company, at any time and from time to time, either in whole or in
part, at a redemption price equal to 100% of the principal amount of the Series PPP Bonds being
redeemed, plus accrued and unpaid interest on the principal amount of the Series PPP Bonds being
redeemed to (but not including) the redemption date.



     Notwithstanding the foregoing, payments of interest on the Series PPP Bonds that are due and
payable on any Interest Payment Dates falling on or prior to the redemption date will be payable to
the Holders of such Series PPP Bonds registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the terms and provisions of the Base Indenture.



     Any redemption of Series PPP Bonds pursuant to this Article III shall be made in accordance
with Article IV of the Base Indenture.



     SECTION 3.02. Sinking Fund



     The Series PPP Bonds shall not be subject to any sinking fund.



5









 





ARTICLE IV

MISCELLANEOUS




     SECTION 4.01. Notice.



     Any notice or communication in respect of the Series PPP Bonds shall be made in accordance
with Section 15.05 of the Base Indenture.



     SECTION 4.02. Amendment and Supplement.



     This Supplemental Indenture or the Series PPP Bonds may be amended or supplemented as provided
for in the Base Indenture.



     SECTION 4.03. Conflicts.



     In the event of any conflict between this Supplemental Indenture and the Base Indenture, the
provisions of this Supplemental Indenture shall prevail.



     SECTION 4.04. Governing Law.



     This Supplemental Indenture and the Series PPP Bonds shall be governed by, and construed and
enforced in accordance with, the laws of the State of California without regard to the principles
of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.



     SECTION 4.05. Counterparts.



     The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. One signed copy is
enough to prove this Supplemental Indenture.



     SECTION 4.06. Ratification.



     The Base Indenture, as supplemented by this Supplemental Indenture, shall remain in full force
and effect and is in all respects ratified and confirmed.



     SECTION 4.07. Severability.



     If any one or more of the covenants or agreements provided in this Supplemental Indenture or
in the Series PPP Bonds on the part of the Company or the Trustee, or either of them, to be
performed should be contrary to any express provision of law, or contrary to the policy of express
law, to such an extent as to be unenforceable in any court of competent jurisdiction, then such
covenant or covenants, agreement or agreements shall be null and void and shall be deemed separable
from the remaining covenants and agreements and shall in nowise affect the validity of this
Supplemental Indenture or the Series PPP Bonds.



     SECTION 4.08. Trustee and Supplemental Indenture.



     The Trustee shall not be responsible in any manner whatsoever for or in respect of the
recitals contained herein, all of which recitals are made solely by the Company, or the validity or
sufficiency of this Supplemental Indenture or the Notes issued hereunder, other than its
certificate of authentication thereon.



[Signature Pages Follow]



6









 





SIGNATURES




     IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed,
all as of the date first above written.



	 	 	 	 	 
	 	CALIFORNIA WATER SERVICE COMPANY

 	 
	 	By:  	/s/
Martin A.  Kropelnicki	 
	 	 	Name:  	Martin A.  Kropelnicki 	 
	 	 	Title:  	Vice President, Chief Financial Officer	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	/s/
Marianne
Diaz 	 
	 	 	Name:  	Marianne
Diaz 	 
	 	 	Title:  	Vice President	 



SIGNATURE PAGE TO FIFTY-EIGHTH SUPPLEMENTAL INDENTURE




 









 




State of California              )



County of Santa Clara)



On November 18, 2010 before me, Dorit Chapman, a Notary Public, personally appeared
Martin Kropelnicki,
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 executed the same in his authorized capacity, and that by his 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.



Signature /s/ Dorit Chapman (Seal)



State of California              )



County of San Francisco)



On November 19, 2010 before me, Danielle Fung, a Notary Public, personally appeared
Marianne Diaz, 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 she executed the same in her authorized capacity, and that by 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.



Signature /s/ Danielle Fung (Seal)





 











 





EXHIBIT A




FORM OF SERIES PPP BOND




     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO CALIFORNIA WATER SERVICE COMPANY OR ITS AGENT FOR
REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



     THIS BOND IS A GLOBAL BOND WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS BOND MAY NOT BE TRANSFERRED TO,
OR REGISTERED OR EXCHANGED FOR BONDS REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE
DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY BOND AUTHENTICATED AND DELIVERED UPON REGISTRATION
OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS BOND SHALL BE A GLOBAL BOND SUBJECT TO THE
FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES.



CALIFORNIA WATER SERVICE COMPANY




5.50% First Mortgage Bonds due 2040, Series PPP

CUSIP No. 130789 AF7



			
	No. [_]
	 	$100,000,000






     CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to
Cede & Co., or its registered assigns, the principal sum of $100,000,000 in U.S. Dollars on
December 1, 2040.



     Interest Payment Dates:June 1 and December 1, commencing June 1, 2011



     Record Dates: May 15 and November 15



     Additional provisions of this Series PPP Bond are set forth on the other side of this Series
PPP Bond.



A-1









 





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



	 	 	 	 	 
	 	CALIFORNIA WATER SERVICE COMPANY

 	 
	 	By 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Attest:




	 	 	 	 	 
	 	 	 
	 	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



[Authentication Page to Follow]







A-2









 








CERTIFICATE OF AUTHENTICATION





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



	 	 	 	 	 
	Dated: 	U.S. BANK NATIONAL ASSOCIATION,

As Trustee

 	 
	 	By 	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-3









 






	 	 	 	 	 



[FORM OF REVERSE SIDE OF SERIES PPP BOND]




5.50% First Mortgage Bonds due 2040, Series PPP




     1. INTEREST



     CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay
interest on the principal amount of this Series PPP Bond at the rate per annum shown above.



     The Company shall pay interest semi-annually in arrears on June 1 and December 1 of each year,
commencing June 1, 2011. Interest on the Series PPP Bonds will accrue from the most recent date to
which interest has been paid with respect to the Series PPP Bonds, or, if no interest has been
paid, from November 22, 2010. Interest shall be computed on the basis of a 360-day year comprised
of twelve 30-day months.



     2. METHOD OF PAYMENT



     The Company shall pay interest on the Series PPP Bonds to the Persons who are registered
Holders of Series PPP Bonds at the close of business on the May 15 or November 15 immediately
preceding the Interest Payment Date even if Series PPP Bonds are canceled after the Regular Record
Date or Special Record Date, as applicable, and on or before the Interest Payment Date. The
Company shall pay principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts. However, all payments in respect of this
Series PPP Bond (including principal, premium, if any, and interest) must be made by wire transfer
of immediately available funds to the accounts specified by the Holder hereof. Payment shall be
without the presentation or surrender of the Series PPP Bonds or the making of any notation
thereon, except that upon written request of the Company or Trustee made concurrently with or
reasonably promptly after payment in full of any Series PPP Bond, the Holder thereof shall
surrender such Series PPP Bond for cancellation, reasonably promptly after any such request, to the
Company at its principal executive office or to the Trustee at its principal corporate trust
office.



     3. PAYING AGENT AND REGISTRAR



     Initially, U.S. Bank National Association (the “Trustee”) shall act as Paying Agent and
Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the
Holders. The Company may act as Paying Agent or Registrar.



     4. INDENTURE



     The Company issued the Series PPP Bonds under an Indenture from California Water Service
Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees,
dated as of the 1st day of April, 1928 (the “Original Base Indenture”; the Original Base Indenture
as amended and modified by the Thirty-ninth Supplemental Indenture, and as subsequently amended,
supplemented and modified, the “Base Indenture”), as further supplemented by the Fifth-Eighth
Supplemental Indenture dated as of November 22, 2010, between the Company and U.S. Bank National
Association (as ultimate successor to American Trust Company and Los Angeles-First National Trust &
Savings Bank), as Trustee (as subsequently amended, supplemented and modified, the “Supplemental
Indenture”). The terms of the Series PPP Bonds include those stated in the Base Indenture and the
Supplemental Indenture and those made part of the Base Indenture and the Supplemental Indenture by
reference to the TIA. Terms defined in the Base Indenture and the Supplemental Indenture and not
defined herein have the meanings ascribed thereto in the Base Indenture and Supplemental Indenture.
The Series PPP Bonds are subject to all such terms, and Holders are referred to the Base
Indenture, the Supplemental Indenture and the TIA for a statement of those terms.



     The Series PPP Bonds are secured obligations of the Company known generally as First Mortgage
Bonds.



A-4









 





     5. REDEMPTION; SINKING FUND



     Commencing on the date that is six months prior to the Maturity Date, the Series PPP Bonds are
redeemable at the option of the Company, at any time and from time to time, either in whole or in
part, at a redemption price equal to 100% of the principal amount of the Series PPP Bonds being
redeemed, plus accrued and unpaid interest on the principal amount of the Series PPP Bonds being
redeemed to (but not including) the redemption date.



     Notwithstanding the foregoing, payments of interest on the Series PPP Bonds that are due and
payable on any Interest Payment Dates falling on or prior to the redemption date will be payable to
the Holders of such Series PPP Bonds registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the terms and provisions of the Base Indenture.



     The Series PPP Bonds shall not be subject to any sinking fund.



     6. DENOMINATIONS; TRANSFER; EXCHANGE



     The Series PPP Bonds are in registered form without coupons in denominations of $1,000 and
whole multiples of $1,000. A Holder may transfer or exchange Series PPP Bonds in accordance with
the Base Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a
Holder, among other things, to furnish appropriate transfer documents and to pay any taxes required
by law or permitted by the Base Indenture. The Registrar shall not be required to register the
transfer of or to exchange a Series PPP Bond between a Regular Record Date and the next succeeding
Interest Payment Date.



     7. PERSONS DEEMED OWNERS



     The registered Holder of this Series PPP Bond may be treated as the owner of it for all purposes.



     8. UNCLAIMED MONEY



     If money for the payment of principal or interest remains unclaimed, the Paying Agent shall
pay the money back to the Company in accordance with the terms of the Base Indenture.



     9. DISCHARGE AND DEFEASANCE



     Subject to certain conditions set forth in the Base Indenture, the Company at any time may
terminate some or all of its obligations under the Base Indenture and the Supplemental Indenture
with respect to the Series PPP Bonds if, among other things, the Company deposits with the Trustee
funds for the payment of principal and interest on the Series PPP Bonds to Maturity, as the case
may be.



     10. AMENDMENT, WAIVER



     The Base Indenture permits, subject to certain exceptions set forth therein, that the Base
Indenture and the terms of the Bonds of a series, which include the Series PPP Bonds, and the
rights of the Holders of the Bonds of a series, which may include the Holders of the Series PPP
Bonds, in each case may be modified, with the written consent of the Holders of a majority in
aggregate principal amount of the Bonds the terms of which or the rights of the Holders of which
are to be modified. The Base Indenture also permits certain other amendments, modifications or
waivers thereof only with the consent of each Outstanding Bond affected thereby, while certain
other amendments or modifications may be made without the consent of any Holders of Bonds.



     The Base Indenture also provides the Holders of sixty-six and two-thirds percent (66-2/3%) or
more of principal amount of the Bonds then Outstanding of all such series under which an Event of
Default shall have occurred, which may include the Series PPP Bonds, may, by a written instrument
or instruments signed by such Holders and delivered to the Trustee and to the Company, waive any
past Default or Event of Default under such series of Bonds and its consequences except an Event of
Default in the payment of the principal of, premium, if



A-5









 




any, or interest on any of the Bonds as and when the same shall become due by the terms of
such Bonds, and upon such waiver such Default or Event of Default shall be deemed not to exist for
any purpose of the Base Indenture or such series of Bonds.




     Any such consent or waiver by the Holder of this Series PPP Bond shall be conclusive and
binding upon such Holder and upon all future Holders of this Series PPP Bond and of any Series PPP
Bond issued in lieu of or exchange, in respect of anything done, omitted or suffered by the Trustee
in pursuance thereof.



     11. DEFAULTS AND REMEDIES



     Events of Default are set forth in the Base Indenture. If an Event of Default shall have
occurred and be continuing, the Trustee upon the direction of Holders of not less than twenty-five
percent (25%) aggregate principal amount of the Outstanding Bonds or the Holders of not less than
twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds, may, by notice in
writing delivered to the Company (and to the Trustee if given by the Holders), declare the entire
principal amount of Outstanding Bonds, premium, if any, and the interest accrued thereon
immediately due and payable, and said entire principal, premium, if any, and interest shall
thereupon become and be immediately due and payable.



     Holders may not enforce the Base Indenture, the Supplemental Indenture or the Series PPP Bonds
except as provided in the Base Indenture. The Trustee may refuse to enforce the Base Indenture,
the Supplemental Indenture or the Series PPP Bonds unless it receives indemnity or security
reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate
principal amount of the Outstanding Bonds may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders notice of any Default (except a Default in payment of
principal or interest on any Bond, or in the payment of any sinking fund installment) if and so
long as Responsible Officers in good faith determine that withholding notice is in the interest of
the Holders.



     12. TRUSTEE DEALINGS WITH THE COMPANY



     Subject to certain limitations imposed by the TIA, the Trustee, in its individual or any other
capacity, may become the owner or pledgee of the Series PPP Bonds and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the
Company or its Affiliates with the same rights it would have if it were not Trustee.



     13. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS



     No director, officer, employee, incorporator or stockholder of the Company or Parent shall
have any liability for any obligations of the Company under the Base Indenture, the Supplemental
Indenture or the Series PPP Bonds or for any claim based on, in respect of, or by reason of such
obligations or their creation. Each Holder by accepting the Series PPP Bonds waives and releases
all such liability. The waiver and release are part of the consideration for the issuance of the
Series PPP Bonds. Such waiver may not be effective to waive liabilities of directors, officers or
persons controlling the Company under the federal securities laws and it is the view of the
Commission that such waiver is against public policy and is therefore unenforceable.



     14. GOVERNING LAW



     The Series PPP Bonds shall be governed by, and construed and enforced in accordance with, the
laws of the State of California without regard to the principles of conflicts of laws thereunder,
except to the extent that the TIA shall be applicable.



     15. AUTHENTICATION



     This Series PPP Bond shall not be valid until an authorized signatory of the Trustee (or an
Authenticating Agent) manually signs the certificate of authentication on the other side of this
Series PPP Bond.



A-6









 





     16. ABBREVIATIONS



     Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM
(=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of
survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).



     17. SECURITY INTEREST



     The Series PPP Bonds shall be secured to the extent and in the manner provided by the Base
Indenture.



     18. GUARANTEE



     Parent has guaranteed the obligations under this Series PPP Bond in accordance with the terms
of the Supplemental Indenture.



     The Company shall furnish to any Holder upon written request and without charge to the Holder
a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to:



CALIFORNIA WATER SERVICE COMPANY

1720 North First Street

San Jose, CA 95112

Attention: Corporate Secretary








A-7









 








ASSIGNMENT FORM



To assign this Series PPP Bond, fill in the form below:



I or we assign and transfer this Series PPP Bond to








      




     (Print or type assignee’s name, address and zip code)




      




     (Insert assignee’s soc. sec. or tax I.D. No.)


and irrevocably appoint                                         agent to transfer this Series PPP Bond on the books of
the Company. The agent may substitute another to act for him.



Date:                      Your Signature:                                         




	 	 	 	 	 	 	 

	Signature Guarantee:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	(Signature must be guaranteed by a	 	 
	 

	 	 	 	participant in a recognized signature	 	 
	 

	 	 	 	guarantee medallion program)	 	 





 

Sign exactly as your name appears on the other side of this Series PPP Bond.







A-8









 








SCHEDULE OF EXCHANGES OF INTEREST IN GLOBAL BOND




The following increases or decreases in this Global Bond have been made:



	 	 	 	 	 	 	 	 	 

	Date of Exchange

	 	Amount of
 decrease
in
  Principal
Amount 
 of this
Global
  Bond
	 	Amount of
  increase
in 
 Principal Amount

of this Global  

Bond
	 	Principal amount 
 of
this Global 
 Bond
following  
such
decrease or 

increase
	 	Signature of 

authorized 

signatory of 

Trustee or Notes 

Custodian






A-9









 






EXHIBIT B




FORM OF PARENT GUARANTEE



     GUARANTEE, dated as of November 22, 2010 (as amended from time to time, this
“Guarantee”), made by California Water Service Group, a Delaware corporation (the
“Guarantor”), in favor of U.S. Bank National Association, as trustee (“Trustee”)
for the registered holders (the “Holders”) of the 5.50% First Mortgage Bonds due 2040,
Series PPP (collectively, the “Bonds”), of California Water Service Company, a California
corporation (the “Issuer”).



WITNESSETH:




     SECTION 1. Guarantee. (a) The Guarantor hereby fully, absolutely, irrevocably and
unconditionally guarantees the due and punctual payment when due, whether at stated maturity, by
acceleration, by notice of prepayment or otherwise, of the principal of, premium, if any, and
interest on the Bonds (the “Obligations”), according to the terms of the Bonds and as more
fully described in the Indenture dated as of April 1, 1928 (as amended, modified or otherwise
supplemented from time to time, including the Thirty-ninth Supplemental Indenture and the
Fifth-Eighth Supplemental Indenture, the “Indenture”), between the Issuer and the Trustee,
and any other amounts payable by the Guarantor to the Holders under the Indenture. The Guarantor’s
obligation to make payment on the Obligations may be satisfied by direct payment of the required
full and final amounts by the Guarantor to the Holders or by causing the Issuer to pay such full
and final amounts to the Holders.



     (b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to
this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under
this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of the Guarantor that are relevant under such
laws, result in the Obligations of the Guarantor under this Guarantee not constituting a fraudulent
transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any
similar federal or state law for the relief of debtors.



     (c) The Guarantor hereby covenants to comply with the provisions of Article XIII of the
Indenture.



     SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be
paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of
Holders of the Bonds with respect thereto. The Guarantor assents to all the terms, covenants and
conditions of the Bonds and the Indenture. The liability of the Guarantor under this Guarantee
shall be full, absolute, irrevocable and unconditional irrespective of:




     (a) any lack of validity, enforceability or genuineness of any provision of the
Indenture, the Bonds or any other agreement or instrument relating thereto;




     (b) any change in the time, manner or place of payment of, or in any other term of, all
or any of the Obligations, or any other amendment or waiver of or any consent to departure
from the Indenture;




     (c) any exchange, release or non-perfection of any collateral, or any release or
amendment or waiver of or consent to departure from any other guarantee, for all or any of the
Obligations;




     (d) the recovery of any judgment against the Issuer, or by the levy of any writ or
process of execution under such judgment, or by any action or proceedings taken by any Holder
under the Indenture, the Bonds or the Guarantee for the enforcement thereof or hereof;




     (e) the consolidation or merger of the Issuer with or into any other corporation or any
sale, lease or other disposition of the Issuer’s properties as an entirety or substantially as
an entirety to any other corporation;




     (f) the release or waiver, by operation of law or otherwise, of the performance or
observance by the Issuer of any express or implied agreement, covenant, term or condition
relating to the Bonds to be performed or observed by the Issuer;



B-1









 






     (g) the extension of time for the payment by the Issuer of any portion of the Obligations
(other than an extension of time for payment of Obligations that results from the extension of
any interest payment period on the Bonds as provided in the Indenture), or the extension of
time for the performance of any other obligation under, arising out of, or in connection with,
the Bonds;




     (h) any failure, omission, delay or lack of diligence on the part of the Holders to
enforce, assert or exercise any right, privilege, power or remedy conferred on the Holders
pursuant to the terms of the Bonds, or any action on the part of the Issuer granting
indulgence or extension of any kind;




     (i) the voluntary or involuntary liquidation, dissolution, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition
or readjustment of debt of, or other similar proceedings affecting, the Issuer or any of the
assets of the Issuer;




     (j) any invalidity of, or defect or deficiency in, the Bonds;




     (k) the settlement or compromise of any obligation guaranteed hereby or hereby incurred;
or




     (l) any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor (other than payment of the underlying
obligation) and any other act or delay or failure to act, or by any other thing, which may or
might in any manner or to any extent vary the risk of the Guarantor, it being the intent of
this Section 2 that the obligations of the Guarantor hereunder shall be absolute and
unconditional under any and all circumstances.


There shall be no obligation of the Holders to give notice to, or obtain the consent of, the
Guarantor with respect to the happening of any of the foregoing.




     SECTION 3. Subordination. The Guarantor covenants and agrees that its obligation to
make payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor
ranking (a) pari passu with all existing and future senior indebtedness of the Guarantor and (b)
senior in right of payment to all existing and future subordinated indebtedness of the Guarantor.



     SECTION 4. Waiver; Subrogation. (a) The Guarantor hereby irrevocably waives
promptness, diligence, notice of acceptance, notice of nonpayment, notice of dishonor, notice of
redemption, notice of Event of Default and any other notice with respect to this Guarantee,
presentment, demand for payment or protest and all other demands and related notices, and any
requirement that the Trustee, or the Holders of any Bonds protect, secure, perfect or insure any
security interest or lien or any property subject thereto or exhaust any right or take any action
against the Issuer or any other Person or any collateral.



     (b) The Guarantor hereby irrevocably waives any claims or other rights that it may now or
hereafter acquire against the Issuer that arise from the existence, payment, performance or
enforcement of the Guarantor’s obligations under this Guarantee or the Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of the Trustee, or the Holders
of any Bonds against the Issuer or any collateral, whether or not such claim, remedy or right
arises in equity or under contract, statute or common law, including, without limitation, the right
to take or receive from the Issuer, directly or indirectly, in cash or other property or by set-off
or in any other manner, payment or security on account of such claim, remedy or right. If any
amount shall be paid to the Guarantor in violation of the preceding sentence at any time prior to
the cash payment in full of the Obligations and all other amounts payable under this Guarantee,
such amount shall be held in trust for the benefit of the Trustee and the Holders of any Bonds and
shall forthwith be paid to the Trustee, to be credited and applied to the Obligations and all other
amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of
the Indenture and this Guarantee, or be held as collateral for any Obligations or other amounts
payable under this Guarantee thereafter arising.



     (c) Guarantor further waives any and all rights and defenses that Guarantor may have because
Issuer’s debt is secured by real property; this means, among other things, that: (1) Guarantor
waives any such defenses that may arise out of an election of remedies by Trustee, even though that
election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal
by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (2)
Trustee may collect from Guarantor without first foreclosing on any real or personal property
collateral pledged by Issuer; (3) if Trustee forecloses on any real property collateral pledged by
Issuer,



B-2









 




then (A) the amount of the debt may be reduced only by the price for which that collateral is
sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B)
Trustee may collect from Guarantor even if Trustee, by foreclosing on the real property collateral,
has destroyed any right Guarantor may have to collect from Issuer. The foregoing sentence is an
unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Issuer’s
debt is secured by real property. These rights and defenses being waived by Guarantor include, but
are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the
California Code of Civil Procedure. Without limiting the generality of the foregoing or any other
provision hereof, Guarantor further expressly waives to the extent permitted by law any and all
rights and defenses, including without limitation any rights of subrogation, reimbursement,
indemnification and contribution, which might otherwise be available to Guarantor under California
Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil
Procedure Sections 580a, 580b, 580d and 726, or any of such sections.




     (d) The Guarantor acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by the Indenture and this Guarantee and that the waiver set
forth in this Section 4 is knowingly made in contemplation of such benefits.



     SECTION 5. Rights of Holders. The Guarantor expressly acknowledges that: (i) this
Guarantee will be deposited with the Trustee to be held for the benefit of the Holders; (ii) the
Trustee has the right to enforce this Guarantee on behalf of the Holders; and (iii) the Holders of
a majority in principal amount of the Bonds have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee in respect of this Guarantee or
exercising any trust or power conferred upon the Trustee under this Guarantee.



     SECTION 6. Independent Obligations. The Guarantor acknowledges that its obligations
hereunder are independent of the obligations of the Issuer with respect to the Bonds and that the
Guarantor shall be liable as principal and as debtor hereunder to pay the Obligations pursuant to
the terms of this Guarantee.



     SECTION 7. No Waiver; Remedies. No failure on the part of the Trustee or any Holder of
the Bonds to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right hereunder preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



     SECTION 8. Guarantee of Payment; Continuing Guarantee; Transfer of Interest. This
Guarantee creates a guarantee of payment. This Guarantee is a continuing guarantee and shall (a)
remain in full force and effect until the earliest to occur of (i) the date, if any, on which the
Guarantor shall consolidate with or merge into the Issuer or any successor thereto, (ii) the date,
if any, on which the Issuer or any successor thereto shall consolidate with or merge into the
Guarantor, and (iii) final payment in full of the Obligations, (b) be binding upon the Guarantor,
its successors and assigns, and (c) inure to the benefit of and be enforceable by any Holder of
Bonds, the Trustee, and by their respective successors, transferees, and assigns.



     SECTION 9. Reinstatement. This Guarantee shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded
or must otherwise be returned by any Holder of the Bonds or the Trustee upon the insolvency,
bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been
made.



     SECTION 10. Amendment. The Guarantor may amend this Guarantee at any time for any
purpose without the consent of the Trustee or any Holder of the Bonds; provided, however, that if
such amendment adversely affects (a) the rights of the Trustee or (b) any Holder of the Bonds, the
prior written consent of the Trustee (in the case of (b), acting at the written direction of the
Holders of a majority in aggregate principal amount of Bonds) shall be required; provided, further,
however, that the Guarantor shall provide a copy of any such amendment to the Trustee.



     SECTION 11. Governing Law. This Guarantee shall be governed by, and construed and
enforced in accordance with, the laws of the State of California without regard to the principles
of conflicts of laws thereunder, except to the extent that the Trust Indenture Act of 1939, as
amended, shall be applicable.



B-3









 





     SECTION 12. Notices. Any notice or communication shall be in writing and shall be
hand delivered or mailed by first class mail (registered or certified, return receipt requested) or
sent by facsimile, to the Guarantor at the following address:


California Water Service Group

1720 North First Street

San Jose, CA 95112

Telecopier No.: (408) 367-8430

Attention of: Chief Financial Officer




     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered
by its officer thereunto duly authorized as of the date first above written.



	 	 	 	 	 
	 	CALIFORNIA WATER SERVICE GROUP,

as Guarantor

 	 
	 	By: 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



B-4









 






	 	 	 	 	 



EXHIBIT C





     The resignations of Wells Fargo Bank, National Association and Security Pacific National Bank,
as trustees, and the acceptance of Bank of America National Trust and Savings Association as
successor trustee have been recorded in the offices of the Recorders of the following counties and
city and county of the State of California on the respective dates and in the respective books of
record and/or as the respective document numbers hereinafter set forth as follows:



	 	 	 	 	 	 	 
	County or Page	 	 	 	 	 	Book and
	City and County	 	Date of Recordation	 	Document No.	 	(Reel-Image)
	Alameda
	 	August 1, 1983	 	83-137410	 	 
	Butte
	 	August 1, 1983	 	83-25375	 	2851-200
	Fresno
	 	August 2, 1983	 	83069489	 	 
	Glenn
	 	August 1, 1983	 	3329	 	729-170
	Kern
	 	August 2, 1983	 	12487	 	5576-522
	Los Angeles
	 	August 2, 1983	 	83-887733	 	 
	Monterey
	 	August 1, 1983	 	Pg. 34173	 	1655-830
	City and County of
San Francisco
	 	August 1, 1983	 	D 376552	 	D559-205
	San Joaquin
	 	August 10, 1983	 	83058347	 	 
	San Mateo
	 	August 1, 1983	 	83080322	 	 
	Santa Clara
	 	August 1, 1983	 	7766085	 	H770-413
	Solano
	 	August 1, 1983	 	32353	 	Pg. 61300
	Sonoma
	 	August 1, 1983	 	83-50597	 	83-50597
	Tulare
	 	August 1, 1983	 	35981	 	4093-763
	Ventura
	 	November 15, 1983	 	 	 	130201
	Yuba
	 	August 1, 1983	 	1056	 	805-423






C-1









 






     On December 15, 1995, Bank of America National Trust and Savings Association, transferred
substantially all of its corporate trust business to First Trust of California, National
Association. On March 30, 1998, First Trust of California, National Association changed its name
to U.S. Bank Trust National Association, San Francisco. On January 10, 2002, U.S. Bank Trust
National Association, San Francisco, merged with and into U.S. Bank National Association as
successor trustee. Evidence of the above and U.S. Bank National Association’s status as successor
trustee have been recorded in the offices of the Recorders of the following counties of the State
of California on the respective dates and in the respective books of record and/or as the
respective document numbers hereinafter set forth as follows:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Book and
	County	 	Date of Recordation	 	Document No.	 	(Reel-Image)
	Fresno
	 	March 9, 2009	 	2009-0032066	 	 
	Lake
	 	March 10, 2009	 	2009003530	 	 
	Los Angeles
	 	March 9, 2009	 	2009-03216507	 	 
	Monterey
	 	March 9, 2009	 	2009013888	 	 
	San Joaquin
	 	March 9, 2009	 	2009-038049	 	 
	San Mateo
	 	March 18, 2009	 	2009-030163	 	 
	Solano
	 	March 12, 2009	 	200900018231	 	 
	Sonoma
	 	March 9, 2009	 	2009019936	 	 
	Tulare
	 	March 9, 2009	 	2009-0013707	 	 
	Ventura
	 	March 9, 2009	 	20090309-00035462-0	 	 







C-2











 





EXHIBIT D




     The First through Fifty-seventh Supplemental Indentures (or memoranda thereof) have been
recorded in the offices of the Recorders of the following counties and city and county of the State
of California on the respective dates and in the respective books of record and/or as the
respective document numbers hereinafter set forth, as follows:



First Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Volume of	 	Page at Which Record	 	 
	Date of Recordation	 	Official Records	 	Commences	 	County
	January 7, 1929
	 	 	40	 	 	 	432	 	 	Kings
	January 7, 1929
	 	 	157	 	 	 	256	 	 	Contra Costa






Second Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Kings
	 	August 20, 1929	 	 	48	 	 	 	442	 
	Butte
	 	August 20, 1929	 	 	116	 	 	 	389	 
	Glenn
	 	August 20, 1929	 	 	17	 	 	 	179	 
	Alameda
	 	August 20, 1929	 	 	2173	 	 	 	334	 
	Tulare
	 	August 20, 1929	 	 	337	 	 	 	88	 
	Kern
	 	August 21, 1929	 	 	320	 	 	 	95	 
	Contra Costa
	 	August 20, 1929	 	 	208	 	 	 	198	 






Third Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Yuba
	 	February 28, 1930	 	 	9	 	 	 	 	 
	City and County of
San Francisco
	 	February 28, 1930	 	 	1985	 	 	 	257	 






Fourth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	San Mateo
	 	July 17, 1931	 	 	537	 	 	 	1	 
	City and County of
San Francisco
	 	July 20, 1931	 	 	2232	 	 	 	284	 
	Santa Clara
	 	July 17, 1931	 	 	576	 	 	 	175	 






D-1









 






Fifth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	City and County of
San Francisco
	 	March 31, 1932	 	 	2359	 	 	 	17	 
	Yuba
	 	April 6, 1932	 	 	12	 	 	 	469	 
	Sonoma
	 	April 6, 1932	 	 	320	 	 	 	39	 
	Alameda
	 	April 6, 1932	 	 	2808	 	 	 	77	 
	Tulare
	 	April 6, 1932	 	 	466	 	 	 	381	 
	Los Angeles
	 	April 6, 1932	 	 	11543	 	 	 	85	 
	San Joaquin
	 	April 6, 1932	 	 	397	 	 	 	375	 
	Santa Clara
	 	April 6, 1932	 	 	606	 	 	 	464	 
	San Mateo
	 	April 6, 1932	 	 	553	 	 	 	492	 
	Butte
	 	April 6, 1932	 	 	83	 	 	 	489	 
	Kings
	 	April 6, 1932	 	 	87	 	 	 	292	 
	Glenn
	 	April 6, 1932	 	 	43	 	 	 	123	 
	Shasta
	 	April 6, 1932	 	 	74	 	 	 	10	 
	Contra Costa
	 	April 6, 1932	 	 	299	 	 	 	449	 
	Kern
	 	April 6, 1932	 	 	428	 	 	 	473	 
	Solano
	 	April 6, 1932	 	 	89	 	 	 	66	 






Sixth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	June 15, 1936	 	 	3314	 	 	 	406	 
	Butte
	 	June 15, 1936	 	 	167	 	 	 	1	 
	Contra Costa
	 	June 15, 1936	 	 	418	 	 	 	12	 
	Glenn
	 	June 15, 1936	 	 	82	 	 	 	73	 
	Kern
	 	June 15, 1936	 	 	643	 	 	 	64	 
	Kings
	 	June 15, 1936	 	 	151	 	 	 	241	 
	Los Angeles
	 	June 15, 1936	 	 	14153	 	 	 	291	 
	City and County of
San Francisco
	 	June 15, 1936	 	 	2972	 	 	 	1	 
	San Joaquin
	 	June 15, 1936	 	 	542	 	 	 	53	 
	San Mateo
	 	June 15, 1936	 	 	703	 	 	 	1	 
	Santa Clara
	 	June 15, 1936	 	 	777	 	 	 	137	 
	Shasta
	 	June 15, 1936	 	 	108	 	 	 	134	 
	Solano
	 	June 15, 1936	 	 	161	 	 	 	1	 
	Sonoma
	 	June 15, 1936	 	 	412	 	 	 	160	 
	Tulare
	 	June 15, 1936	 	 	682	 	 	 	1	 
	Yuba
	 	June 15, 1936	 	 	35	 	 	 	25	 






Seventh Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Los Angeles
	 	May 1, 1939	 	 	16572	 	 	 	206	 
	City and County of
San Francisco
	 	May 2, 1939	 	 	3450	 	 	 	93	 
	San Mateo
	 	May 2, 1939	 	 	840	 	 	 	94	 
	Sonoma
	 	May 2, 1939	 	 	477	 	 	 	108	 
	Kern
	 	May 2, 1939	 	 	869	 	 	 	12	 






D-2









 






Eighth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	November 3, 1945	 	 	4780	 	 	 	134	 
	Butte
	 	November 2, 1945	 	 	380	 	 	 	1	 
	Contra Costa
	 	November 3, 1945	 	 	874	 	 	 	1	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	226	 
	Glenn
	 	November 2, 1945	 	 	191	 	 	 	1	 
	Kern
	 	November 2, 1945	 	 	1292	 	 	 	1	 
	Kings
	 	November 1, 1945	 	 	342	 	 	 	21	 
	Los Angeles
	 	November 2, 1945	 	 	22396	 	 	 	251	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	1	 
	City and County of
San Francisco
	 	November 2, 1945	 	 	4346	 	 	 	103	 
	San Joaquin
	 	November 3, 1945	 	 	960	 	 	 	21	 
	San Mateo
	 	November 3, 1945	 	 	1231	 	 	 	1	 
	Santa Clara
	 	November 1, 1945	 	 	1267	 	 	 	583	 
	Solano
	 	November 3, 1945	 	 	344	 	 	 	6	 
	Sonoma
	 	November 3, 1945	 	 	665	 	 	 	21	 
	Tulare
	 	November 3, 1945	 	 	1141	 	 	 	382	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130177	 	 	 	 
	Yuba
	 	November 3, 1945	 	 	94	 	 	 	23	 






Ninth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	August 31, 1951	 	 	6525	 	 	 	237	 
	Butte
	 	August 30, 1951	 	 	603	 	 	 	1	 
	Contra Costa
	 	August 30, 1951	 	 	1814	 	 	 	508	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	437	 
	Glenn
	 	August 30, 1951	 	 	266	 	 	 	63	 
	Kern
	 	August 29, 1951	 	 	1840	 	 	 	373	 
	Kings
	 	August 30, 1951	 	 	502	 	 	 	228	 
	Los Angeles
	 	August 29, 1951	 	 	37102	 	 	 	345	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	207	 
	City and County of
San Francisco
	 	August 30, 1951	 	 	5773	 	 	 	355	 
	San Joaquin
	 	August 30, 1951	 	 	1372	 	 	 	123	 
	San Mateo
	 	August 30, 1951	 	 	2150	 	 	 	298	 
	Santa Clara
	 	August 30, 1951	 	 	2275	 	 	 	295	 
	Solano
	 	August 31, 1951	 	 	592	 	 	 	136	 
	Sonoma
	 	August 31, 1951	 	 	1072	 	 	 	420	 
	Tulare
	 	August 30, 1951	 	 	1539	 	 	 	528	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130178	 	 	 	 
	Yuba
	 	August 31, 1951	 	 	155	 	 	 	177	 






D-3









 






Tenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	July 10, 1953	 	 	7078	 	 	 	451	 
	Butte
	 	July 9, 1953	 	 	679	 	 	 	45	 
	Contra Costa
	 	July 9, 1953	 	 	2157	 	 	 	453	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	540	 
	Glenn
	 	July 9, 1953	 	 	297	 	 	 	139	 
	Kern
	 	July 8, 1953	 	 	2102	 	 	 	215	 
	Kings
	 	July 9, 1953	 	 	561	 	 	 	249	 
	Los Angeles
	 	July 8, 1953	 	 	42134	 	 	 	371	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	314	 
	City and County of
San Francisco
	 	July 9, 1953	 	 	6190	 	 	 	21	 
	San Joaquin
	 	July 9, 1953	 	 	1540	 	 	 	523	 
	San Mateo
	 	July 10, 1953	 	 	2443	 	 	 	248	 
	Santa Clara
	 	July 9, 1953	 	 	2680	 	 	 	50	 
	Solano
	 	July 9, 1953	 	 	677	 	 	 	4	 
	Sonoma
	 	July 10, 1953	 	 	1218	 	 	 	348	 
	Tulare
	 	July 9, 1953	 	 	1686	 	 	 	314	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130179	 	 	 	 
	Yuba
	 	July 10, 1953	 	 	181	 	 	 	1	 






Eleventh Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	August 20, 1954	 	 	7404	 	 	 	181	 
	Butte
	 	August 20, 1954	 	 	732	 	 	 	496	 
	Contra Costa
	 	August 20, 1954	 	 	2368	 	 	 	164	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	604	 
	Glenn
	 	August 20, 1954	 	 	314	 	 	 	369	 
	Kern
	 	August 20, 1954	 	 	2278	 	 	 	74	 
	Kings
	 	August 20, 1954	 	 	594	 	 	 	449	 
	Los Angeles
	 	August 19, 1954	 	 	45365	 	 	 	64	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	377	 
	City and County of
San Francisco
	 	August 20, 1954	 	 	6435	 	 	 	421	 
	San Joaquin
	 	August 20, 1954	 	 	1662	 	 	 	316	 
	San Mateo
	 	August 19, 1954	 	 	2636	 	 	 	330	 
	Santa Clara
	 	August 20, 1954	 	 	2942	 	 	 	331	 
	Solano
	 	August 19, 1954	 	 	728	 	 	 	10	 
	Sonoma
	 	August 20, 1954	 	 	1290	 	 	 	234	 
	Tulare
	 	August 20, 1954	 	 	1772	 	 	 	388	 
	Ventura
	 	November 15, 1983	 	Document No. 130180	 	 	 	 
	Yuba
	 	August 20, 1954	 	 	195	 	 	 	490	 






D-4









 






Twelth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	October 7, 1955	 	 	7806	 	 	 	501	 
	Butte
	 	October 7, 1955	 	 	794	 	 	 	9	 
	Contra Costa
	 	October 7, 1955	 	 	2625	 	 	 	417	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	665	 
	Glenn
	 	October 7, 1955	 	 	331	 	 	 	350	 
	Kern
	 	October 6, 1955	 	 	2498	 	 	 	171	 
	Kings
	 	October 7, 1955	 	 	628	 	 	 	1	 
	Los Angeles
	 	October 6, 1955	 	 	49158	 	 	 	316	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	439	 
	City and County of
San Francisco
	 	October 7, 1955	 	 	6711	 	 	 	525	 
	San Joaquin
	 	October 7, 1955	 	 	1797	 	 	 	300	 
	San Mateo
	 	October 7, 1955	 	 	2890	 	 	 	480	 
	Santa Clara
	 	October 7, 1955	 	 	3299	 	 	 	406	 
	Solano
	 	October 7, 1955	 	 	792	 	 	 	422	 
	Sonoma
	 	October 7, 1955	 	 	1384	 	 	 	2	 
	Tulare
	 	October 7, 1955	 	 	1864	 	 	 	548	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130181	 	 	 	 
	Yuba
	 	October 7, 1955	 	 	213	 	 	 	593	 






Thirteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	December 7, 1956	 	 	8226	 	 	 	15	 
	Butte
	 	December 7, 1956	 	 	859	 	 	 	117	 
	Contra Costa
	 	December 7, 1956	 	 	2894	 	 	 	20	 
	Fresno
	 	February 21, 1962	 	 	4681	 	 	 	729	 
	Glenn
	 	December 7, 1956	 	 	348	 	 	 	217	 
	Kern
	 	December 6, 1956	 	 	2699	 	 	 	390	 
	Kings
	 	December 7, 1956	 	 	666	 	 	 	316	 
	Los Angeles
	 	December 6, 1956	 	 	53054	 	 	 	61	 
	Monterey
	 	February 21, 1962	 	Reel 23	 	 	503	 
	City and County of
San Francisco
	 	December 10, 1956	 	 	6970	 	 	 	41	 
	San Joaquin
	 	December 7, 1956	 	 	1925	 	 	 	1	 
	San Mateo
	 	December 7, 1956	 	 	3140	 	 	 	258	 
	Santa Clara
	 	December 7, 1956	 	 	3680	 	 	 	1	 
	Solano
	 	December 7, 1956	 	 	860	 	 	 	189	 
	Sonoma
	 	December 7, 1956	 	 	1489	 	 	 	28	 
	Tulare
	 	December 7, 1956	 	 	1961	 	 	 	551	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130182	 	 	 	 
	Yuba
	 	December 7, 1956	 	 	233	 	 	 	65	 






D-5









 






Fourteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	March 20, 1964	 	Reel 1155	 	Image 2
	Butte
	 	March 20, 1964	 	 	1303	 	 	 	8	 
	Contra Costa
	 	March 20, 1964	 	 	4578	 	 	 	360	 
	Fresno
	 	March 20, 1964	 	 	4980	 	 	 	337	 
	Glenn
	 	March 20, 1964	 	 	463	 	 	 	1	 
	Kern
	 	March 19, 1964	 	 	3706	 	 	 	1	 
	Los Angeles
	 	March 19, 1964	 	 	D2401	 	 	 	6	 
	Monterey
	 	March 20, 1964	 	Reel 299	 	 	230	 
	City and County of
San Francisco
	 	March 20, 1964	 	 	A734	 	 	 	966	 
	San Joaquin
	 	March 20, 1964	 	 	2801	 	 	 	126	 
	San Mateo
	 	March 19, 1964	 	 	4670	 	 	 	563	 
	Santa Clara
	 	March 20, 1964	 	 	6432	 	 	 	567	 
	Solano
	 	March 20, 1964	 	 	1259	 	 	 	331	 
	Sonoma
	 	March 19, 1964	 	 	2031	 	 	 	757	 
	Tulare
	 	March 20, 1964	 	 	2491	 	 	 	437	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130183	 	 	 	 
	Yuba
	 	March 20, 1964	 	 	389	 	 	 	535	 






Fifteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	November 4, 1965	 	 	1635	 	 	 	610	 
	Butte
	 	November 4, 1965	 	 	1398	 	 	 	67	 
	Contra Costa
	 	November 4, 1965	 	 	4987	 	 	 	469	 
	Fresno
	 	November 4, 1965	 	 	5236	 	 	 	699	 
	Glenn
	 	November 4, 1965	 	 	483	 	 	 	194	 
	Kern
	 	November 3, 1965	 	 	3889	 	 	 	476	 
	Los Angeles
	 	November 3, 1965	 	 	D3104	 	 	 	7	 
	Monterey
	 	November 4, 1965	 	 	432	 	 	 	526	 
	City and County of
San Francisco
	 	November 4, 1965	 	 	A983	 	 	 	431	 
	San Joaquin
	 	November 4, 1965	 	 	2996	 	 	 	13	 
	San Mateo
	 	November 4, 1965	 	 	5056	 	 	 	588	 
	Santa Clara
	 	November 4, 1965	 	 	7166	 	 	 	234	 
	Solano
	 	November 3, 1965	 	 	1366	 	 	 	547	 
	Sonoma
	 	November 3, 1965	 	 	2167	 	 	 	261	 
	Tulare
	 	November 4, 1965	 	 	2619	 	 	 	12	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130184	 	 	 	 
	Yuba
	 	November 4, 1965	 	 	422	 	 	 	562	 






Sixteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	December 2, 1966	 	 	1881	 	 	 	788	 
	Butte
	 	December 2, 1966	 	 	1452	 	 	 	13	 
	Contra Costa
	 	December 2, 1966	 	 	5256	 	 	 	298	 
	Fresno
	 	December 2, 1966	 	 	5383	 	 	 	432	 
	Glenn
	 	December 2, 1966	 	 	495	 	 	 	555	 
	Kern
	 	December 1, 1966	 	 	3999	 	 	 	845	 
	Los Angeles
	 	December 1, 1966	 	 	D3496	 	 	 	236	 
	Monterey
	 	December 2, 1966	 	 	485	 	 	 	472	 
	City and County of
San Francisco
	 	December 2, 1966	 	 	B101	 	 	 	10	 
	San Joaquin
	 	December 2, 1966	 	 	3090	 	 	 	511	 
	San Mateo
	 	December 2, 1966	 	 	5244	 	 	 	411	 
	Santa Clara
	 	December 2, 1966	 	 	7579	 	 	 	440	 
	Solano
	 	December 1, 1966	 	 	1429	 	 	 	482	 
	Sonoma
	 	December 1, 1966	 	 	2243	 	 	 	434	 
	Tulare
	 	December 2, 1966	 	 	2686	 	 	 	249	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130185	 	 	 	 
	Yuba
	 	December 2, 1966	 	 	443	 	 	 	434	 






D-6









 






Seventeenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	April 2, 1968	 	 	2154	 	 	 	273	 
	Butte
	 	April 2, 1968	 	 	1511	 	 	 	632	 
	Contra Costa
	 	April 2, 1968	 	 	5593	 	 	 	177	 
	Fresno
	 	April 3, 1968	 	 	5554	 	 	 	654	 
	Glenn
	 	April 2, 1968	 	 	507	 	 	 	326	 
	Kern
	 	April 3, 1968	 	 	4147	 	 	 	264	 
	Los Angeles
	 	April 2, 1968	 	 	D3959	 	 	 	10	 
	Monterey
	 	April 2, 1968	 	 	551	 	 	 	580	 
	City and County of
San Francisco
	 	April 2, 1968	 	 	B230	 	 	 	362	 
	San Joaquin
	 	April 2, 1968	 	 	3199	 	 	 	132	 
	San Mateo
	 	April 2, 1968	 	 	5453	 	 	 	1	 
	Santa Clara
	 	April 2, 19688076	 	 	99	 	 	 	 	 
	Solano
	 	April 1, 1968	 	 	1501	 	 	 	35	 
	Sonoma
	 	April 3, 1968	 	 	2323	 	 	 	446	 
	Tulare
	 	April 3, 1968	 	 	2773	 	 	 	415	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130186	 	 	 	 
	Yuba
	 	April 2, 1968	 	 	465	 	 	 	122	 






Eighteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	April 3, 1970	 	 	2592	 	 	 	708	 
	Butte
	 	April 6, 1970	 	 	1608	 	 	 	505	 
	Contra Costa
	 	April 3, 1970	 	 	6099	 	 	 	58	 
	Fresno
	 	April 3, 1970	 	 	5775	 	 	 	371	 
	Glenn
	 	April 6, 1970	 	 	524	 	 	 	168	 
	Kern
	 	April 3, 1970	 	 	4384	 	 	 	72	 
	Los Angeles
	 	April 6, 1970	 	 	D4677	 	 	 	518	 
	Monterey
	 	April 6, 1970	 	 	645	 	 	 	921	 
	City and County of
San Francisco
	 	April 6, 1970	 	 	B414	 	 	 	258	 
	San Joaquin
	 	April 3, 1970	 	 	3381	 	 	 	569	 
	San Mateo
	 	April 3, 1970	 	 	5766	 	 	 	1	 
	Santa Clara
	 	April 3, 1970	 	 	8878	 	 	 	585	 
	Solano
	 	April 3, 1970	 	 	1618	 	 	 	477	 
	Sonoma
	 	April 3, 1970	 	 	2453	 	 	 	531	 
	Tulare
	 	April 3, 1970	 	 	2889	 	 	 	894	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130187	 	 	 	 
	Yuba
	 	April 6, 1970	 	 	497	 	 	 	84	 






D-7









 






Nineteenth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	June 10, 1970	 	 	2632	 	 	 	835	 
	Butte
	 	June 11, 1970	 	 	1618	 	 	 	2	 
	Contra Costa
	 	June 10, 1970	 	 	6146	 	 	 	1	 
	Fresno
	 	June 10, 1970	 	 	5793	 	 	 	233	 
	Glenn
	 	June 11, 1970	 	 	526	 	 	 	170	 
	Kern
	 	June 9, 1970	 	 	4405	 	 	 	724	 
	Los Angeles
	 	June 10, 1970	 	 	D4736	 	 	 	731	 
	Monterey
	 	June 10, 1970	 	 	653	 	 	 	890	 
	City and County of San Francisco
	 	June 11, 1970	 	 	B430	 	 	 	928	 
	San Joaquin
	 	June 10, 1970	 	 	3402	 	 	 	124	 
	San Mateo
	 	June 10, 1970	 	 	5792	 	 	 	57	 
	Santa Clara
	 	June 11, 1970	 	 	8949	 	 	 	586	 
	Solano
	 	June 10, 1970	 	 	1629	 	 	 	158	 
	Sonoma
	 	June 10, 1970	 	 	2465	 	 	 	923	 
	Tulare
	 	June 10, 1970	 	 	2898	 	 	 	231	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130188	 	 	 	 
	Yuba
	 	June 11, 1970	 	 	500	 	 	 	77	 






Twentieth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	April 2, 1971	 	 	2820	 	 	 	92	 
	Butte
	 	April 2, 1971	 	 	1667	 	 	 	102	 
	Contra Costa
	 	April 2, 1971	 	 	6351	 	 	 	138	 
	Fresno
	 	April 2, 1971	 	 	5880	 	 	 	820	 
	Glenn
	 	April 2, 1971	 	 	533	 	 	 	530	 
	Kern
	 	April 1, 1971	 	 	4509	 	 	 	30	 
	Los Angeles
	 	April 1, 1971	 	 	D5014	 	 	 	368	 
	Monterey
	 	April 2, 1971	 	 	695	 	 	 	719	 
	City and County of
San Francisco
	 	April 5, 1971	 	 	B507	 	 	 	812	 
	San Joaquin
	 	April 5, 1971	 	 	3509	 	 	 	305	 
	San Mateo
	 	April 2, 1971	 	 	5919	 	 	 	363	 
	Santa Clara
	 	April 2, 1971	 	 	9278	 	 	 	182	 
	Solano
	 	April 5, 1971	 	 	1677	 	 	 	384	 
	Sonoma
	 	April 2, 1971	 	 	2524	 	 	 	671	 
	Tulare
	 	April 2, 1971	 	 	2959	 	 	 	373	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130189	 	 	 	 
	Yuba
	 	April 2, 1971	 	 	513	 	 	 	81	 






D-8









 






Twenty-first Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	December 14, 1972	 	 	3298	 	 	 	449	 
	Butte
	 	December 14, 1972	 	 	1805	 	 	 	96	 
	Contra Costa
	 	December 14, 1972	 	 	6821	 	 	 	129	 
	Fresno
	 	December 14, 1972	 	 	6104	 	 	 	2	 
	Glenn
	 	December 14, 1972	 	 	554	 	 	 	371	 
	Kern
	 	December 15, 1972	 	 	4757	 	 	 	356	 
	Los Angeles
	 	December 14, 1972	 	 	D5698	 	 	 	815	 
	Monterey
	 	December 14, 1972	 	 	815	 	 	 	838	 
	City and County of
San Francisco
	 	December 14, 1972	 	 	B708	 	 	 	675	 
	San Joaquin
	 	December 14, 1972	 	 	3718	 	 	 	161	 
	San Mateo
	 	December 14, 1972	 	 	6289	 	 	 	367	 
	Santa Clara
	 	December 14, 1972	 	 	0154	 	 	 	435	 
	Solano
	 	December 15, 1972	 	 	1795	 	 	 	147	 
	Sonoma
	 	December 14, 1972	 	 	2719	 	 	 	547	 
	Tulare
	 	December 14, 1972	 	 	3075	 	 	 	674	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130190	 	 	 	 
	Yuba
	 	December 14, 1972	 	 	546	 	 	 	360	 






Twenty-second Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	December 27, 1972	 	 	3306	 	 	 	930	 
	Butte
	 	December 27, 1972	 	 	1807	 	 	 	385	 
	Contra Costa
	 	December 27, 1972	 	 	6829	 	 	 	150	 
	Fresno
	 	December 27, 1972	 	 	6108	 	 	 	355	 
	Glenn
	 	December 27, 1972	 	 	555	 	 	 	69	 
	Kern
	 	December 29, 1972	 	 	4762	 	 	 	140	 
	Los Angeles
	 	December 27, 1972	 	 	D5710	 	 	 	690	 
	Monterey
	 	December 27, 1972	 	 	818	 	 	 	40	 
	City and County of
San Francisco
	 	December 27, 1972	 	 	B712	 	 	 	707	 
	San Joaquin
	 	December 27, 1972	 	 	3721	 	 	 	317	 
	San Mateo
	 	December 27, 1972	 	 	6296	 	 	 	114	 
	Santa Clara
	 	December 27, 1972	 	 	0171	 	 	 	29	 
	Solano
	 	December 29, 1972	 	 	1797	 	 	 	530	 
	Sonoma
	 	December 27, 1972	 	 	2722	 	 	 	782	 
	Tulare
	 	December 27, 1972	 	 	3078	 	 	 	118	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130191	 	 	 	 
	Yuba
	 	December 27, 1972	 	 	547	 	 	 	158	 






D-9









 






Twenty-third Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	December 27, 1972	 	 	3307	 	 	 	1	 
	Butte
	 	December 27, 1972	 	 	1807	 	 	 	433	 
	Contra Costa
	 	December 27, 1972	 	 	6829	 	 	 	197	 
	Fresno
	 	December 27, 1972	 	 	6108	 	 	 	307	 
	Glenn
	 	December 27, 1972	 	 	555	 	 	 	116	 
	Kern
	 	December 27, 1972	 	 	4762	 	 	 	187	 
	Los Angeles
	 	December 27, 1972	 	 	D5710	 	 	 	737	 
	Monterey
	 	December 27, 1972	 	 	818	 	 	 	87	 
	City and County of
San Francisco
	 	December 27, 1972	 	 	B712	 	 	 	733	 
	San Joaquin
	 	December 27, 1972	 	 	3721	 	 	 	269	 
	San Mateo
	 	December 27, 1972	 	 	6296	 	 	 	161	 
	Santa Clara
	 	December 27, 1972	 	 	0171	 	 	 	76	 
	Solano
	 	December 27, 1972	 	 	1797	 	 	 	577	 
	Sonoma
	 	December 27, 1972	 	 	2722	 	 	 	830	 
	Tulare
	 	December 27, 1972	 	 	3078	 	 	 	165	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130192	 	 	 	 
	Yuba
	 	December 27, 1972	 	 	547	 	 	 	205	 






Twenty-fourth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	March 22, 1974	 	 	3635	 	 	 	156	 
	Butte
	 	March 22, 1974	 	 	1896	 	 	 	665	 
	Contra Costa
	 	March 22, 1974	 	 	7183	 	 	 	54	 
	Fresno
	 	March 22, 1974	 	 	6279	 	 	 	513	 
	Glenn
	 	March 22, 1974	 	 	570	 	 	 	163	 
	Kern
	 	March 22, 1974	 	 	4832	 	 	 	519	 
	Los Angeles
	 	March 22, 1974	 	 	D6209	 	 	 	133	 
	Monterey
	 	March 22, 1974	 	 	902	 	 	 	1	 
	City and County of
San Francisco
	 	March 22, 1974	 	 	B866	 	 	 	907	 
	San Joaquin
	 	March 22, 1974	 	 	3856	 	 	 	1	 
	San Mateo
	 	March 22, 1974	 	 	6574	 	 	 	611	 
	Santa Clara
	 	March 22, 1974	 	 	815	 	 	 	125	 
	Solano
	 	March 22, 1974	 	 	1974	 	 	 	11482	 
	Sonoma
	 	March 22, 1974	 	 	2847	 	 	 	542	 
	Tulare
	 	March 22, 1974	 	 	3166	 	 	 	315	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130193	 	 	 	 
	Yuba
	 	March 22, 1974	 	 	571	 	 	 	423	 






Twenty-fifth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	June 20, 1975	 	 	4007	 	 	 	676	 
	Butte
	 	June 20, 1975	 	 	1995	 	 	 	455	 
	Contra Costa
	 	June 20, 1975	 	 	7543	 	 	 	54	 
	Fresno
	 	June 20, 1975	 	 	6447	 	 	 	21	 
	Glenn
	 	June 20, 1975	 	 	587	 	 	 	128	 
	Kern
	 	June 20, 1975	 	 	4901	 	 	 	154	 
	Los Angeles
	 	June 20, 1975	 	 	D6698	 	 	 	184	 
	Monterey
	 	June 20, 1975	 	 	985	 	 	 	335	 
	City and County of
San Francisco
	 	June 20, 1975	 	 	C30	 	 	 	188	 
	San Joaquin
	 	June 20, 1975	 	 	3996	 	 	 	258	 
	San Mateo
	 	June 20, 1975	 	 	6872	 	 	 	1	 
	Santa Clara
	 	June 20, 1975	 	 	B474	 	 	 	219	 
	Solano
	 	June 20, 1975	 	 	1975	 	 	 	25377	 
	Sonoma
	 	June 20, 1975	 	 	2970	 	 	 	761	 
	Tulare
	 	June 20, 1975	 	 	3249	 	 	 	11	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130195	 	 	 	 
	Yuba
	 	June 20, 1975	 	 	595	 	 	 	695	 






D-10









 






Twenty-sixth Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	June 10, 1976	 	 	4397	 	 	 	342	 
	Butte
	 	June 10, 1976	 	 	2077	 	 	 	441	 
	Contra Costa
	 	June 10, 1976	 	 	7896	 	 	 	746	 
	Fresno
	 	June 11, 1976	 	 	6608	 	 	 	364	 
	Glenn
	 	June 10, 1976	 	 	600	 	 	 	137	 
	Kern
	 	June 11, 1976	 	 	4960	 	 	 	1166	 
	Los Angeles
	 	June 10, 1976	 	 	10257	 	 	 	734	 
	Monterey
	 	June 10, 1976	 	 	1060	 	 	 	798	 
	City and County of
San Francisco
	 	June 10, 1976	 	 	C184	 	 	 	1	 
	San Joaquin
	 	June 10, 1976	 	 	4136	 	 	 	42	 
	San Mateo
	 	June 10, 1976	 	 	7151	 	 	 	667	 
	Santa Clara
	 	June 10, 1976	 	 	C073	 	 	 	688	 
	Solano
	 	June 10, 1976	 	 	1976	 	 	 	31463	 
	Sonoma
	 	June 10, 1976	 	 	3089	 	 	 	913	 
	Tulare
	 	June 10, 1976	 	 	3326	 	 	 	626	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130195	 	 	 	 
	Yuba
	 	June 10, 1976	 	 	616	 	 	 	512	 






Twenty-seventh Supplemental Indenture




	 	 	 	 	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	March 24, 1978	 	 	5312	 	 	 	57	 
	Butte
	 	March 24, 1978	 	 	2268	 	 	 	279	 
	Fresno
	 	March 27, 1978	 	 	6997	 	 	 	25	 
	Glenn
	 	March 24, 1978	 	 	626	 	 	 	594	 
	Kern
	 	March 24, 1978	 	 	5098	 	 	 	1124	 
	Los Angeles
	 	March 24, 1978	 	Doc. No. 78-310554	 	 	 	 
	Monterey
	 	March 24, 1978	 	 	1227	 	 	 	755	 
	City and County of
San Francisco
	 	March 24, 1978	 	 	C538	 	 	 	664	 
	San Joaquin
	 	March 27, 1978	 	 	4377	 	 	 	286	 
	San Mateo
	 	March 24, 1978	 	 	7728	 	 	 	715	 
	Santa Clara
	 	March 24, 1978	 	 	D549	 	 	 	102	 
	Solano
	 	March 24, 1978	 	 	21803	 	 	 	73	 
	Sonoma
	 	March 24, 1978	 	 	3371	 	 	 	634	 
	Tulare
	 	March 27, 1978	 	 	3315	 	 	 	618	 
	Ventura
	 	November 15, 1983	 	Doc. No. 130196	 	 	 	 
	Yuba
	 	March 24, 1978	 	 	662	 	 	 	589	 






D-11









 






Twenty-eighth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	August 28, 1978	 	5551	 	62
	Butte
	 	August 28, 1978	 	2318	 	170
	Fresno
	 	August 28, 1978	 	7107	 	2
	Glenn
	 	August 28, 1978	 	633	 	666
	Kern
	 	August 28, 1978	 	5135	 	674
	Los Angeles
	 	August 28, 1978	 	Doc. No. 78-951209	 	 
	Monterey
	 	August 28, 1978	 	1270	 	1030
	City and County of
San Francisco
	 	August 28, 1978	 	C631	 	740
	San Joaquin
	 	August 28, 1978	 	4442	 	141
	San Mateo
	 	August 28, 1978	 	7774	 	1709
	Santa Clara
	 	August 28, 1978	 	D914	 	715
	Solano
	 	August 28, 1978	 	71420	 	 
	Sonoma
	 	August 28, 1978	 	3445	 	337
	Tulare
	 	August 28, 1978	 	3566	 	14
	Ventura
	 	November 15, 1983	 	Doc. No. 130197	 	 
	Yuba
	 	August 28, 1978	 	675	 	331
	 
	Twenty-ninth Supplemental Indenture
	 
	County or	 	 	 	Volume of	 	Pages At Which
	City and County	 	Date of Recordation	 	Official Records	 	Record Commences
	Alameda
	 	March 28, 1980	 	80-055698	 	 
	Butte
	 	March 28, 1980	 	2500	 	503
	Fresno
	 	March 31, 1980	 	7494	 	230
	Glenn
	 	March 31, 1980	 	663	 	509
	Kern
	 	March 28, 1980	 	5275	 	818
	Los Angeles
	 	March 31, 1980	 	Doc. No. 80-318971	 	 
	Monterey
	 	March 31, 1980	 	1399	 	636
	City and County of
San Francisco
	 	March 28, 1980	 	C970	 	327
	San Joaquin
	 	March 31, 1980	 	80020795	 	 
	San Mateo
	 	March 28, 1980	 	7948	 	1952
	Santa Clara
	 	March 28, 1980	 	F233	 	366
	Solano
	 	March 28, 1980	 	23159	 	 
	Sonoma
	 	March 28, 1980	 	80-18782	 	 
	Tulare
	 	March 31, 1980	 	3753	 	500
	Ventura
	 	November 15, 1983	 	Doc. No. 130198	 	 
	Yuba
	 	March 28, 1980	 	722	 	625






D-12









 






Thirtieth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	January 2, 1981	 	81-000002	 	 
	Butte
	 	January 2, 1981	 	81-113	 	2583-250
	Fresno
	 	January 2, 1981	 	401	 	7651-362
	Glenn
	 	January 2, 1981	 	0023	 	678-226
	Kern
	 	January 5, 1981	 	000286	 	5342-1512
	Los Angeles
	 	January 2, 1981	 	81-2293	 	 
	Monterey
	 	January 2, 1981	 	G00066	 	1456-551
	City and County of
San Francisco
	 	December 31, 1980	 	D044298	 	D127-551
	San Joaquin
	 	January 2, 1981	 	81000191	 	 
	San Mateo
	 	January 2, 1981	 	0507AS	 	 
	Santa Clara
	 	January 2, 1981	 	6941984	 	F825-269
	Solano
	 	January 2, 1981	 	60 Pg. 90-156	 	 
	Sonoma
	 	January 2, 1981	 	81-000131	 	 
	Tulare
	 	January 2, 1981	 	189	 	3828-412
	Ventura
	 	November 15, 1983	 	130199	 	 
	Yuba
	 	January 2, 1981	 	7644	 	743-99






Thirty-first Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	May 4, 1982	 	82-064230	 	 
	Butte
	 	May 4, 1982	 	82-12318	 	2715-529
	Fresno
	 	May 3, 1982	 	37212	 	7901-572
	Glenn
	 	May 4, 1982	 	1908	 	704-299
	Kern
	 	May 3, 1982	 	40614	 	5456-1478
	Los Angeles
	 	May 3, 1982	 	82-445736	 	 
	Monterey
	 	May 3, 1982	 	G17137	 	1549-234
	City and County of
San Francisco
	 	May 3, 1982	 	D198127	 	D392-276
	San Joaquin
	 	May 4, 1982	 	82022803	 	 
	San Mateo
	 	May 3, 1982	 	82035410	 	 
	Santa Clara
	 	May 3, 1982	 	7353398	 	 
	Solano
	 	May 3, 1982	 	15522	 	Pg. 26792
	Sonoma
	 	May 3, 1982	 	82-23083	 	 
	Tulare
	 	May 3, 1982	 	19242	 	3961-163
	Ventura
	 	November 15, 1983	 	130200	 	 
	Yuba
	 	May 3, 1982	 	10984	 	775-263






Thirty-second Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	October 13, 1983	 	83-191597	 	 
	Butte
	 	October 13, 1983	 	83-34081	 	2874-684
	Fresno
	 	October 13, 1983	 	83095135	 	 
	Glenn
	 	October 13, 1983	 	4435	 	733-446
	Kern
	 	October 13, 1983	 	041161	 	5597-658
	Los Angeles
	 	October 13, 1983	 	83-1208172	 	 
	Monterey
	 	October 13, 1983	 	G46236	 	1674-1194
	City and County of
San Francisco
	 	October 13, 1983	 	D408975	 	 
	San Joaquin
	 	October 13, 1983	 	83074718	 	 
	San Mateo
	 	October 13, 1983	 	83112077	 	 
	Santa Clara
	 	October 13, 1983	 	780561	 	H980-717
	Solano
	 	October 13, 1983	 	45171	 	Pg 85369
	Sonoma
	 	October 13, 1983	 	83069362	 	 
	Tulare
	 	October 13, 1983	 	51515	 	4120-726
	Ventura
	 	October 13, 1983	 	117059	 	 
	Ventura re-recorded
	 	November 15, 1983	 	130202	 	 
	Yuba
	 	October 13, 1983	 	3764	 	810-614







D-13











 





Thirty-third Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	September 13, 1988	 	88-232083	 	 
	Butte
	 	September 13, 1988	 	88-031123	 	 
	Fresno
	 	September 13, 1988	 	88101543	 	 
	Glenn
	 	September 13, 1988	 	88-4023	 	 
	Kern
	 	September 13, 1988	 	31355	 	6162-1754
	Los Angeles
	 	September 13, 1988	 	88-1464893	 	 
	Monterey
	 	September 13, 1988	 	47561	 	2273-660
	City and County of
San Francisco
	 	September 13, 1988	 	E243818	 	 
	San Joaquin
	 	September 13, 1988	 	88077190	 	 
	San Mateo
	 	September 13, 1988	 	88120443	 	 
	Santa Clara
	 	September 13, 1988	 	9833944	 	 
	Solano
	 	September 13, 1988	 	54422	 	1988-117737
	Sonoma
	 	September 13, 1988	 	88-77182	 	 
	Tulare
	 	September 13, 1988	 	58120	 	4745-662
	Ventura
	 	September 13, 1988	 	88-133327	 	 
	Yuba
	 	September 13, 1988	 	2818	 	 






Thirty-fourth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	December 20, 1990	 	90-332019	 	 
	Butte
	 	December 20, 1990	 	90-054231	 	 
	Fresno
	 	December 20, 1990	 	90155101	 	 
	Glenn
	 	December 21, 1990	 	90-6395	 	 
	Kern
	 	December 20, 1990	 	85807	 	6468-709
	Los Angeles
	 	December 20, 1990	 	90-2094360	 	 
	Monterey
	 	December 20, 1990	 	73725	 	2589-678
	City and County of
San Francisco
	 	December 20, 1990	 	E836831	 	F276-480
	San Joaquin
	 	December 20, 1990	 	90122496	 	 
	San Mateo
	 	December 20, 1990	 	90165083	 	 
	Santa Clara
	 	December 21, 1990	 	10758142	 	 
	Solano
	 	December 20, 1990	 	99015	 	1990
	Sonoma
	 	December 20, 1990	 	90-122784	 	 
	Tulare
	 	December 20, 1990	 	83069	 	 
	Ventura
	 	December 20, 1990	 	90-187399	 	 
	Yuba
	 	December 20, 1990	 	90-14553	 	 






D-14









 





Thirty-fifth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	November 3, 1992	 	92-358477	 	 
	Butte
	 	November 3, 1992	 	92-050443	 	 
	Fresno
	 	November 3, 1992	 	92167544	 	 
	Glenn
	 	November 3, 1992	 	92-5920	 	 
	Kern
	 	November 3, 1992	 	167635	 	6757-1488
	Los Angeles
	 	November 3, 1992	 	92-2022769	 	 
	Monterey
	 	November 3, 1992	 	78604	 	2867-956
	City and County of
San Francisco
	 	November 3, 1992	 	F237077	 	 
	San Joaquin
	 	November 2, 1992	 	92127961	 	 
	San Mateo
	 	November 3, 1992	 	92180648	 	 
	Santa Clara
	 	November 3, 1992	 	11617179	 	 
	Solano
	 	November 3, 1992	 	101527	 	 
	Sonoma
	 	November 3, 1992	 	1992-137370	 	 
	Tulare
	 	November 3, 1992	 	92-081425	 	 
	Ventura
	 	November 3, 1992	 	92-198950	 	 
	Yuba
	 	November 3, 1992	 	92-13796	 	 






Thirty-sixth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	June 9, 1993	 	93-202253	 	 
	Butte
	 	June 9, 1993	 	93-023408	 	 
	Fresno
	 	June 9, 1993	 	93086809	 	 
	Glenn
	 	June 10, 1993	 	93-2925	 	 
	Kern
	 	June 9, 1993	 	82236	 	6859-1043
	Los Angeles
	 	June 9, 1993	 	93-1098735	 	 
	Monterey
	 	June 9, 1993	 	38484	 	 
	City and County of
San Francisco
	 	June 9, 1993	 	F371252	 	F896-0727
	San Joaquin
	 	June 9, 1993	 	93067318	 	 
	San Mateo
	 	June 9, 1993	 	93094357	 	 
	Santa Clara
	 	June 9, 1993	 	11944269	 	 
	Solano
	 	June 9, 1993	 	93-51895	 	 
	Sonoma
	 	June 9, 1993	 	93-71358	 	 
	Tulare
	 	June 9, 1993	 	93-040396	 	 
	Ventura
	 	June 9, 1993	 	93-104242	 	 
	Yuba
	 	June 9, 1993	 	93-06640	 	 






Thirty-seventh Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	September 28, 1993	 	93342967	 	 
	Butte
	 	September 28, 1993	 	93-041800	 	 
	Fresno
	 	September 28, 1993	 	93148269	 	 
	Glenn
	 	September 28, 1993	 	93-5140	 	 
	Kern
	 	September 28, 1993	 	140436	 	6915-188
	Los Angeles
	 	September 28, 1993	 	93-1891500	 	 
	Monterey
	 	September 28, 1993	 	66464	 	 
	City and County of
San Francisco
	 	September 28, 1993	 	F456929	 	F973-511
	San Joaquin
	 	September 28, 1993	 	93111959	 	 
	San Mateo
	 	September 28, 1993	 	93164391	 	 
	Santa Clara
	 	September 28, 1993	 	12128051	 	 
	Solano
	 	September 28, 1993	 	93-88880	 	1993
	Sonoma
	 	September 28, 1993	 	93-121864	 	 
	Tulare
	 	September 28, 1993	 	93-069108A	 	 
	Ventura
	 	September 28, 1993	 	93-181168	 	 
	Yuba
	 	September 28, 1993	 	93-11284	 	 






D-15









 





Thirty-eighth Supplemental Indenture




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Alameda
	 	November 2, 1993	 	93390873	 	 
	Butte
	 	November 2, 1993	 	93-048806	 	 
	Fresno
	 	November 2, 1993	 	93170561	 	 
	Glenn
	 	November 2, 1993	 	93-5825	 	 
	Kern
	 	November 2, 1993	 	162046	 	6935-2210
	Lake
	 	March 19, 2009	 	2009004258	 	 
	Los Angeles
	 	November 2, 1993	 	93-2143052	 	 
	Monterey
	 	November 2, 1993	 	77734	 	 
	City and County of
San Francisco
	 	November 2, 1993	 	F477371	 	F997-0471
	San Joaquin
	 	November 2, 1993	 	93129084	 	 
	San Mateo
	 	November 2, 1993	 	93188734	 	 
	Santa Clara
	 	November 2, 1993	 	12188841	 	 
	Solano
	 	November 2, 1993	 	1993-104293	 	1993
	Sonoma
	 	November 2, 1993	 	93-140937	 	 
	Tulare
	 	November 2, 1993	 	93-078948A	 	 
	Ventura
	 	November 2, 1993	 	92-208807	 	 
	Yuba
	 	November 2, 1993	 	93-12958	 	 






Memorandum of Indenture referencing the First through Thirty-eighth Supplemental Indentures




	 	 	 	 	 	 	 
	County or	 	 	 	Book and Page	 	 
	City and County	 	Date of Recordation	 	Document No.	 	(Reel Image)
	Marin
	 	March 30, 2009	 	2009-0015722	 	 






Thirty-ninth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119008
	Butte
	 	April 21, 2009	 	2009-0013432
	Fresno
	 	April 20, 2009	 	2009-0052637
	Glenn
	 	April 21, 2009	 	2009-1905
	Kern
	 	April 20, 2009	 	0209055645
	Lake
	 	April 20, 2009	 	2009006046
	Los Angeles
	 	April 20, 2009	 	20090566180
	Marin
	 	April 22, 2009	 	2009-0020894
	Monterey
	 	April 20, 2009	 	2009023402
	San Joaquin
	 	April 20, 2009	 	2009-058460
	San Mateo
	 	April 20, 2009	 	2009-046297
	Santa Clara
	 	April 20, 2009	 	20217134
	Solano
	 	April 20, 2009	 	200900029003
	Sonoma
	 	April 20, 2009	 	2009035713
	Tulare
	 	April 20, 2009	 	2009-0023090
	Ventura
	 	April 20, 2009	 	20090420-00061689-0
	Yuba
	 	April 20, 2009	 	2009R-005256






D-16









 





Fortieth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119009
	Butte
	 	April 21, 2009	 	2009-0013433
	Fresno
	 	April 20, 2009	 	2009-0052638
	Glenn
	 	April 21, 2009	 	2009-1906
	Kern
	 	April 20, 2009	 	0209055646
	Lake
	 	April 20, 2009	 	2009006047
	Los Angeles
	 	April 20, 2009	 	20090566181
	Marin
	 	April 22, 2009	 	2009-0020895
	Monterey
	 	April 20, 2009	 	2009023403
	San Joaquin
	 	April 20, 2009	 	2009-058461
	San Mateo
	 	April 20, 2009	 	2009-046298
	Santa Clara
	 	April 20, 2009	 	20217135
	Solano
	 	April 20, 2009	 	200900029004
	Sonoma
	 	April 20, 2009	 	2009035714
	Tulare
	 	April 20, 2009	 	2009-0023091
	Ventura
	 	April 20, 2009	 	20090420-00061690-0
	Yuba
	 	April 20, 2009	 	2009R-005257






Forty-first Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119010
	Butte
	 	April 21, 2009	 	2009-0013434
	Fresno
	 	April 20, 2009	 	2009-0052639
	Glenn
	 	April 21, 2009	 	2009-1907
	Kern
	 	April 20, 2009	 	0209055647
	Lake
	 	April 20, 2009	 	2009006048
	Los Angeles
	 	April 20, 2009	 	20090566182
	Marin
	 	April 22, 2009	 	2009-0020896
	Monterey
	 	April 20, 2009	 	2009023404
	San Joaquin
	 	April 20, 2009	 	2009-058462
	San Mateo
	 	April 20, 2009	 	2009-046299
	Santa Clara
	 	April 20, 2009	 	20217136
	Solano
	 	April 20, 2009	 	200900029005
	Sonoma
	 	April 20, 2009	 	2009035715
	Tulare
	 	April 20, 2009	 	2009-0023092
	Ventura
	 	April 20, 2009	 	20090420-00061691-0
	Yuba
	 	April 20, 2009	 	2009R-005258






D-17









 





Forty-second Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119011
	Butte
	 	April 21, 2009	 	2009-0013435
	Fresno
	 	April 20, 2009	 	2009-0052640
	Glenn
	 	April 21, 2009	 	2009-1908
	Kern
	 	April 20, 2009	 	0209055648
	Lake
	 	April 20, 2009	 	2009006049
	Los Angeles
	 	April 20, 2009	 	20090566183
	Marin
	 	April 22, 2009	 	2009-0020897
	Monterey
	 	April 20, 2009	 	2009023405
	San Joaquin
	 	April 20, 2009	 	2009-058463
	San Mateo
	 	April 20, 2009	 	2009-046300
	Santa Clara
	 	April 20, 2009	 	20217137
	Solano
	 	April 20, 2009	 	200900029006
	Sonoma
	 	April 20, 2009	 	2009035716
	Tulare
	 	April 20, 2009	 	2009-0023093
	Ventura
	 	April 20, 2009	 	20090420-00061692-0
	Yuba
	 	April 20, 2009	 	2009R-005259






Forty-third Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119012
	Butte
	 	April 21, 2009	 	2009-0013436
	Fresno
	 	April 20, 2009	 	2009-0052641
	Glenn
	 	April 21, 2009	 	2009-1909
	Kern
	 	April 20, 2009	 	0209055649
	Lake
	 	April 20, 2009	 	2009006050
	Los Angeles
	 	April 20, 2009	 	20090566184
	Marin
	 	April 22, 2009	 	2009-0020898
	Monterey
	 	April 20, 2009	 	2009023406
	San Joaquin
	 	April 20, 2009	 	2009-058464
	San Mateo
	 	April 20, 2009	 	2009-046301
	Santa Clara
	 	April 20, 2009	 	20217138
	Solano
	 	April 20, 2009	 	200900029007
	Sonoma
	 	April 20, 2009	 	2009035717
	Tulare
	 	April 20, 2009	 	2009-0023094
	Ventura
	 	April 20, 2009	 	20090420-00061693-0
	Yuba
	 	April 20, 2009	 	2009R-005260






Forty-fourth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119013
	Butte
	 	April 21, 2009	 	2009-0013437
	Fresno
	 	April 20, 2009	 	2009-0052642
	Glenn
	 	April 21, 2009	 	2009-1910
	Kern
	 	April 20, 2009	 	0209055650
	Lake
	 	April 20, 2009	 	2009006051
	Los Angeles
	 	April 20, 2009	 	20090566185
	Marin
	 	April 22, 2009	 	2009-0020899
	Monterey
	 	April 20, 2009	 	2009023407
	San Joaquin
	 	April 20, 2009	 	2009-058465
	San Mateo
	 	April 20, 2009	 	2009-046302
	Santa Clara
	 	April 20, 2009	 	20217139
	Solano
	 	April 20, 2009	 	200900029030
	Sonoma
	 	April 20, 2009	 	2009035718
	Tulare
	 	April 20, 2009	 	2009-0023095
	Ventura
	 	April 20, 2009	 	20090420-00061694-0
	Yuba
	 	April 20, 2009	 	2009R-005261






D-18









 





Forty-fifth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119014
	Butte
	 	April 21, 2009	 	2009-0013438
	Fresno
	 	April 20, 2009	 	2009-0052643
	Glenn
	 	April 21, 2009	 	2009-1911
	Kern
	 	April 20, 2009	 	0209055651
	Lake
	 	April 20, 2009	 	2009006052
	Los Angeles
	 	April 20, 2009	 	20090566186
	Marin
	 	April 22, 2009	 	2009-0020900
	Monterey
	 	April 20, 2009	 	2009023408
	San Joaquin
	 	April 20, 2009	 	2009-058466
	San Mateo
	 	April 20, 2009	 	2009-046303
	Santa Clara
	 	April 20, 2009	 	20217140
	Solano
	 	April 20, 2009	 	200900029031
	Sonoma
	 	April 20, 2009	 	2009035719
	Tulare
	 	April 20, 2009	 	2009-0023096
	Ventura
	 	April 20, 2009	 	20090420-00061695-0
	Yuba
	 	April 20, 2009	 	2009R-005262






Forty-sixth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119015
	Butte
	 	April 21, 2009	 	2009-0013439
	Fresno
	 	April 20, 2009	 	2009-0052644
	Glenn
	 	April 21, 2009	 	2009-1912
	Kern
	 	April 20, 2009	 	0209055652
	Lake
	 	April 20, 2009	 	2009006053
	Los Angeles
	 	April 20, 2009	 	20090566187
	Marin
	 	April 22, 2009	 	2009-0020901
	Monterey
	 	April 20, 2009	 	2009023409
	San Joaquin
	 	April 20, 2009	 	2009-058467
	San Mateo
	 	April 20, 2009	 	2009-046304
	Santa Clara
	 	April 20, 2009	 	20217141
	Solano
	 	April 20, 2009	 	200900029032
	Sonoma
	 	April 20, 2009	 	2009035720
	Tulare
	 	April 20, 2009	 	2009-0023097
	Ventura
	 	April 20, 2009	 	20090420-00061700-0
	Yuba
	 	April 20, 2009	 	2009R-005263






D-19









 





Forty-seventh Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119016
	Butte
	 	April 21, 2009	 	2009-0013440
	Fresno
	 	April 20, 2009	 	2009-0052645
	Glenn
	 	April 21, 2009	 	2009-1913
	Kern
	 	April 20, 2009	 	0209055653
	Lake
	 	April 20, 2009	 	2009006054
	Los Angeles
	 	April 20, 2009	 	20090566188
	Marin
	 	April 22, 2009	 	2009-0020902
	Monterey
	 	April 20, 2009	 	2009023410
	San Joaquin
	 	April 20, 2009	 	2009-058468
	San Mateo
	 	April 20, 2009	 	2009-046305
	Santa Clara
	 	April 20, 2009	 	20217142
	Solano
	 	April 20, 2009	 	200900029033
	Sonoma
	 	April 20, 2009	 	2009035721
	Tulare
	 	April 20, 2009	 	2009-0023098
	Ventura
	 	April 20, 2009	 	20090420-00061699-0
	Yuba
	 	April 20, 2009	 	2009R-005264






Forty-eighth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119017
	Butte
	 	April 21, 2009	 	2009-0013441
	Fresno
	 	April 20, 2009	 	2009-0052646
	Glenn
	 	April 21, 2009	 	2009-1914
	Kern
	 	April 20, 2009	 	0209055654
	Lake
	 	April 20, 2009	 	2009006055
	Los Angeles
	 	April 20, 2009	 	20090566189
	Marin
	 	April 22, 2009	 	2009-0020903
	Monterey
	 	April 20, 2009	 	2009023411
	San Joaquin
	 	April 20, 2009	 	2009-058469
	San Mateo
	 	April 20, 2009	 	2009-046306
	Santa Clara
	 	April 20, 2009	 	20217143
	Solano
	 	April 20, 2009	 	200900029034
	Sonoma
	 	April 20, 2009	 	2009035722
	Tulare
	 	April 20, 2009	 	2009-0023099
	Ventura
	 	April 20, 2009	 	20090420-00061698-0
	Yuba
	 	April 20, 2009	 	2009R-005265






D-20









 





Forty-ninth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119018
	Butte
	 	April 21, 2009	 	2009-0013442
	Fresno
	 	April 20, 2009	 	2009-0052647
	Glenn
	 	April 21, 2009	 	2009-1915
	Kern
	 	April 20, 2009	 	0209055655
	Lake
	 	April 20, 2009	 	2009006056
	Los Angeles
	 	April 20, 2009	 	20090566190
	Marin
	 	April 22, 2009	 	2009-0020904
	Monterey
	 	April 20, 2009	 	2009023412
	San Joaquin
	 	April 20, 2009	 	2009-058470
	San Mateo
	 	April 20, 2009	 	2009-046307
	Santa Clara
	 	April 20, 2009	 	20217144
	Solano
	 	April 20, 2009	 	200900029041
	Sonoma
	 	April 20, 2009	 	2009035723
	Tulare
	 	April 20, 2009	 	2009-0023100
	Ventura
	 	April 20, 2009	 	20090420-00061697-0
	Yuba
	 	April 20, 2009	 	2009R-005266






Fiftieth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119019
	Butte
	 	April 21, 2009	 	2009-0013443
	Fresno
	 	April 20, 2009	 	2009-0052648
	Glenn
	 	April 21, 2009	 	2009-1916
	Kern
	 	April 20, 2009	 	0209055656
	Lake
	 	April 20, 2009	 	2009006057
	Los Angeles
	 	April 20, 2009	 	20090566191
	Marin
	 	April 22, 2009	 	2009-0020905
	Monterey
	 	April 20, 2009	 	2009023413
	San Joaquin
	 	April 20, 2009	 	2009-058471
	San Mateo
	 	April 20, 2009	 	2009-046308
	Santa Clara
	 	April 20, 2009	 	20217145
	Solano
	 	April 20, 2009	 	200900029042
	Sonoma
	 	April 20, 2009	 	2009035724
	Tulare
	 	April 20, 2009	 	2009-0023101
	Ventura
	 	April 20, 2009	 	20090420-00061696-0
	Yuba
	 	April 20, 2009	 	2009R-005267






Fifty-first Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119020
	Butte
	 	April 21, 2009	 	2009-0013444
	Fresno
	 	April 20, 2009	 	2009-0052649
	Glenn
	 	April 21, 2009	 	2009-1917
	Kern
	 	April 20, 2009	 	0209055657
	Lake
	 	April 20, 2009	 	2009006058
	Los Angeles
	 	April 20, 2009	 	20090566192
	Marin
	 	April 22, 2009	 	2009-0020906
	Monterey
	 	April 20, 2009	 	2009023414
	San Joaquin
	 	April 20, 2009	 	2009-058472
	San Mateo
	 	April 20, 2009	 	2009-046309
	Santa Clara
	 	April 20, 2009	 	20217146
	Solano
	 	April 20, 2009	 	200900029043
	Sonoma
	 	April 20, 2009	 	2009035725
	Tulare
	 	April 20, 2009	 	2009-0023102
	Ventura
	 	April 20, 2009	 	20090420-00061707-0
	Yuba
	 	April 20, 2009	 	2009R-005268






D-21









 





Fifty-second Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119021
	Butte
	 	April 21, 2009	 	2009-0013445
	Fresno
	 	April 20, 2009	 	2009-0052650
	Glenn
	 	April 21, 2009	 	2009-1918
	Kern
	 	April 20, 2009	 	0209055658
	Lake
	 	April 20, 2009	 	2009006059
	Los Angeles
	 	April 20, 2009	 	20090566193
	Marin
	 	April 22, 2009	 	2009-0020907
	Monterey
	 	April 20, 2009	 	2009023415
	San Joaquin
	 	April 20, 2009	 	2009-058473
	San Mateo
	 	April 20, 2009	 	2009-046310
	Santa Clara
	 	April 20, 2009	 	20217147
	Solano
	 	April 20, 2009	 	200900029044
	Sonoma
	 	April 20, 2009	 	2009035726
	Tulare
	 	April 20, 2009	 	2009-0023103
	Ventura
	 	April 20, 2009	 	20090420-00061706-0
	Yuba
	 	April 20, 2009	 	2009R-005269






Fifty-third Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119022
	Butte
	 	April 21, 2009	 	2009-0013446
	Fresno
	 	April 20, 2009	 	2009-0052651
	Glenn
	 	April 21, 2009	 	2009-1919
	Kern
	 	April 20, 2009	 	0209055659
	Lake
	 	April 20, 2009	 	2009006060
	Los Angeles
	 	April 20, 2009	 	20090566194
	Marin
	 	April 22, 2009	 	2009-0020908
	Monterey
	 	April 20, 2009	 	2009023416
	San Joaquin
	 	April 20, 2009	 	2009-058474
	San Mateo
	 	April 20, 2009	 	2009-046311
	Santa Clara
	 	April 20, 2009	 	20217148
	Solano
	 	April 20, 2009	 	200900029045
	Sonoma
	 	April 20, 2009	 	2009035727
	Tulare
	 	April 20, 2009	 	2009-0023104
	Ventura
	 	April 20, 2009	 	20090420-00061705-0
	Yuba
	 	April 20, 2009	 	2009R-005270






D-22









 





Fifty-fourth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119023
	Butte
	 	April 21, 2009	 	2009-0013447
	Fresno
	 	April 20, 2009	 	2009-0052652
	Glenn
	 	April 21, 2009	 	2009-1920
	Kern
	 	April 20, 2009	 	0209055660
	Lake
	 	April 20, 2009	 	2009006061
	Los Angeles
	 	April 20, 2009	 	20090566195
	Marin
	 	April 22, 2009	 	2009-0020909
	Monterey
	 	April 20, 2009	 	2009023417
	San Joaquin
	 	April 20, 2009	 	2009-058475
	San Mateo
	 	April 20, 2009	 	2009-046312
	Santa Clara
	 	April 20, 2009	 	20217149
	Solano
	 	April 20, 2009	 	200900029061
	Sonoma
	 	April 20, 2009	 	2009035728
	Tulare
	 	April 20, 2009	 	2009-0023105
	Ventura
	 	April 20, 2009	 	20090420-00061704-0
	Yuba
	 	April 20, 2009	 	2009R-005271






Fifty-fifth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119024
	Butte
	 	April 21, 2009	 	2009-0013448
	Fresno
	 	April 20, 2009	 	2009-0052653
	Glenn
	 	April 21, 2009	 	2009-1921
	Kern
	 	April 20, 2009	 	0209055661
	Lake
	 	April 20, 2009	 	2009006062
	Los Angeles
	 	April 20, 2009	 	20090566196
	Marin
	 	April 22, 2009	 	2009-0020910
	Monterey
	 	April 20, 2009	 	2009023418
	San Joaquin
	 	April 20, 2009	 	2009-058476
	San Mateo
	 	April 20, 2009	 	2009-046313
	Santa Clara
	 	April 20, 2009	 	20217150
	Solano
	 	April 20, 2009	 	200900029064
	Sonoma
	 	April 20, 2009	 	2009035729
	Tulare
	 	April 20, 2009	 	2009-0023106
	Ventura
	 	April 20, 2009	 	20090420-00061703-0
	Yuba
	 	April 20, 2009	 	2009R-005272






D-23









 





Fifty-sixth Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119025
	Butte
	 	April 21, 2009	 	2009-0013449
	Fresno
	 	April 20, 2009	 	2009-0052654
	Glenn
	 	April 21, 2009	 	2009-1922
	Kern
	 	April 20, 2009	 	0209055662
	Lake
	 	April 20, 2009	 	2009006063
	Los Angeles
	 	April 20, 2009	 	20090566197
	Marin
	 	April 22, 2009	 	2009-0020911
	Monterey
	 	April 20, 2009	 	2009023419
	San Joaquin
	 	April 20, 2009	 	2009-058477
	San Mateo
	 	April 20, 2009	 	2009-046314
	Santa Clara
	 	April 20, 2009	 	20217151
	Solano
	 	April 20, 2009	 	200900029063
	Sonoma
	 	April 20, 2009	 	2009035730
	Tulare
	 	April 20, 2009	 	2009-0023107
	Ventura
	 	April 20, 2009	 	20090420-00061702-0
	Yuba
	 	April 20, 2009	 	2009R-005273






Fifty-seventh Supplemental Indenture




	 	 	 	 	 
	County or	 	 	 	Book and Page
	City and County	 	Date of Recordation	 	Document No.
	Alameda
	 	April 22, 2009	 	2009119026
	Butte
	 	April 21, 2009	 	2009-0013450
	Fresno
	 	April 20, 2009	 	2009-0052655
	Glenn
	 	April 21, 2009	 	2009-1923
	Kern
	 	April 20, 2009	 	0209055663
	Lake
	 	April 20, 2009	 	2009006064
	Los Angeles
	 	April 20, 2009	 	20090566198
	Marin
	 	April 22, 2009	 	2009-0020912
	Monterey
	 	April 20, 2009	 	2009023420
	San Joaquin
	 	April 20, 2009	 	2009-058478
	San Mateo
	 	April 20, 2009	 	2009-046315
	Santa Clara
	 	April 20, 2009	 	20217152
	Solano
	 	April 20, 2009	 	200900029062
	Sonoma
	 	April 20, 2009	 	2009035731
	Tulare
	 	April 20, 2009	 	2009-0023108
	Ventura
	 	April 20, 2009	 	20090420-00061701-0
	Yuba
	 	April 20, 2009	 	2009R-005274







D-24