Exhibit 10.1

 

Execution Version

 

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

 

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071-3197

Attn: Andrew Cheng

 

Sixty-Second Supplemental Indenture

 

 

CALIFORNIA WATER SERVICE COMPANY

 

and

 

U.S. BANK NATIONAL ASSOCIATION

 

as

 

Trustee

 

 

Dated as of June 11, 2019

 

 

TABLE OF CONTENTS

 

	Page
ARTICLE I DEFINITIONS	4
SECTION 1.01.  Definitions	4
ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE BONDS	6
SECTION 2.01.  Designation of Bonds	6
SECTION 2.02.  Aggregate Principal Amount	6
SECTION 2.03.  Form; Payment of Interest and Principal on Series VVV Bonds	6
SECTION 2.04.  Form; Payment of Interest and Principal on Series WWW Bonds	7
SECTION 2.05.  Form; Payment of Interest and Principal on Series YYY Bonds	7
ARTICLE III REDEMPTION, SINKING FUND	7
SECTION 3.01.  Redemption	8
SECTION 3.02.  Sinking Fund	8
ARTICLE IV MISCELLANEOUS	8
SECTION 4.01.  Notice	9
SECTION 4.02.  Amendment and Supplement	9
SECTION 4.03.  Conflicts	9
SECTION 4.04.  Governing Law	9
SECTION 4.05.  Counterparts	9
SECTION 4.06.  Ratification	9
SECTION 4.07.  Severability	9
SECTION 4.08.  Trustee and Supplemental Indenture	9
ARTICLE V INFORMATION AS TO COMPANY	10

 

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ARTICLE VII MAINTENANCE OF CREDIT RATING

10

 

Exhibits

 

EXHIBIT A	-	FORM OF SERIES VVV BONDS
EXHIBIT B	-	FORM OF SERIES WWW BONDS
EXHIBIT C	-	FORM OF SERIES YYY BONDS
EXHIBIT D	-	RECORDATION OF RESIGNATIONS
EXHIBIT E	-	RECORDATION OF FIRST THROUGH SIXTY-FIRST SUPPLEMENTAL INDENTURES

 

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THIS SIXTY-SECOND SUPPLEMENTAL INDENTURE IS

SECURED BY, INTER ALIA, REAL PROPERTY.

 

SIXTY-SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of June 11, 2019, 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 City and County		Date of Recordation		Volume of Official Records (except as noted)		Page at Which 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

 

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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 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, (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 Sixty-first Supplemental Indentures referred to below; and

 

WHEREAS, the Company has heretofore made, executed and delivered sixty-one 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:

 

 

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:

 

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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:

 

 

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:

 

 

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

 

 

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WHEREAS, the First through Sixty-first 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 E, 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 between the Company and the Trustee dated as of April 17, 2009 (as modified by the Fifty-ninth Supplemental Indenture between the Company and the Trustee dated as of October 13, 2015, 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:

 

“Called Principal” means, with respect to any Bond, the principal amount of such Bond that is to be redeemed pursuant to Article III of this Supplemental Indenture.

 

“Closing Date” means June 11, 2019.

 

“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.

 

“Discounted Value” means, with respect to the Called Principal of any Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

 

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

 

“Make-Whole Amount” means, with respect to any Bond of the Series VVV Bonds, Series WWW Bonds or Series YYY Bonds, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal, provided that

 

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the Make-Whole Amount may in no event be less than zero.  The Company shall calculate the Make-Whole Amount and the Trustee shall have no duty to calculate or verify the Company’s calculations of the Make-Whole Amount.

 

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

 

“Reinvestment Yield” means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.  In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding sentence, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life.  The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond.

 

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

 

“Remaining Scheduled Payments” means, (a) with respect to the Called Principal of any Series VVV Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no redemption of such Called Principal were made prior to the VVV Bonds Maturity Date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series VVV Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture, (b) with respect to the Called Principal of any Series WWW Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no redemption of such Called Principal were made prior to the WWW Bonds Maturity Date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series WWW Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture and (c) with respect to the Called Principal of any Series YYY Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no redemption of such Called Principal were made prior to the YYY Bonds Maturity Date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series YYY Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture.

 

“Series VVV Bonds” means the $100,000,000 aggregate principal amount of 3.40% First Mortgage Bonds due 2029, Series VVV.

 

“Series WWW Bonds” means the $100,000,000 aggregate principal amount of 4.07% First Mortgage Bonds due 2049, Series WWW.

 

“Series YYY Bonds” means the $200,000,000 aggregate principal amount of 4.17% First Mortgage Bonds due 2059, Series YYY.

 

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“Settlement Date” means, with respect to the Called Principal of any Bond, the date on which such Called Principal is to be redeemed pursuant to Section 3.01.

 

“SVO” means the Securities Valuation Office of the National Association of Insurance Commissioners.

 

“S&P” means Standard & Poor’s Rating Services and any successor to its rating agency business.

 

“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 VVV Bonds, the Series WWW Bonds and Series YYY 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.

 

(a)                                 Series VVV Bonds.  Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “3.40% First Mortgage Bonds due 2029, Series VVV.”

 

(b)                                 Series WWW Bonds.  Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “4.07% First Mortgage Bonds due 2049, Series WWW.”

 

(c)                                  Series YYY Bonds.  Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “4.17% First Mortgage Bonds due 2059, Series YYY.”

 

SECTION 2.02.  Aggregate Principal Amount.

 

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

 

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

 

(c)                                  Series YYY Bonds.  The aggregate principal amount of the Series YYY Bonds which may be outstanding under the terms of this Supplemental Indenture after the date hereof is $200,000,000, except for Series YYY 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 VVV Bonds.

 

(a)                                 General.  Without limiting the foregoing provisions of this Article II, the Series VVV Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto.  The Series VVV Bonds will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.  To the extent that any provision of the Definitive Bonds representing the Series VVV Bonds conflicts with the express provisions

 

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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 VVV Bonds will mature on June 11, 2029 (the “VVV Bonds Maturity Date”) and will bear interest at the rate of 3.40% per annum.  Interest on the Series VVV Bonds will be payable semi-annually in arrears on June 11 and December 11 of each year to the Holders thereof at the close of business on the immediately preceding May 27 and November 26 of each year, commencing on December 11, 2019.  Interest on the Series VVV 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, interest on and premium on, if any, the Series VVV 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.  Form; Payment of Interest and Principal on Series WWW Bonds.

 

(a)                                 General.  Without limiting the foregoing provisions of this Article II, the Series WWW Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT B hereto.  The Series WWW Bonds will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.  To the extent that any provision of the Definitive Bonds representing the Series WWW 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 WWW Bonds will mature on June 11, 2049 (the “WWW Bonds Maturity Date”) and will bear interest at the rate of 4.07% per annum.  Interest on the Series WWW Bonds will be payable semi-annually in arrears on June 11 and December 11 of each year to the Holders thereof at the close of business on the immediately preceding May 27 and November 26 of each year, commencing on December 11, 2019.  Interest on the Series WWW 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, interest on and premium on, if any, the Series WWW 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 2.05.  Form; Payment of Interest and Principal on Series YYY Bonds.

 

(a)                                 General.  Without limiting the foregoing provisions of this Article II, the Series YYY Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT C hereto.  The Series YYY Bonds will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.  To the extent that any provision of the Definitive Bonds representing the Series YYY 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 YYY Bonds will mature on June 11, 2059 (the “YYY Bonds Maturity Date”) and will bear interest at the rate of 4.17% per annum.  Interest on the Series YYY Bonds will be payable semi-annually in arrears on June 11 and December 11 of each year to the Holders thereof at the close of business on the immediately preceding May 27 and November 26 of each year, commencing on December 11, 2019.  Interest on the Series YYY 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, interest on and premium on, if any, the Series YYY 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.

 

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ARTICLE III
REDEMPTION, SINKING FUND

 

SECTION 3.01.  Redemption.

 

(a)                                 Series VVV Bonds.  Commencing on the date that is six months prior to the VVV Bonds Maturity Date (the “Series VVV Par Redemption Date”), the Series VVV 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 Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Prior to the Series VVV Par Redemption Date, the Series VVV Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series VVV Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series VVV Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series VVV Bonds pursuant to this Article III shall be made in accordance with Article IV of the Base Indenture.

 

(b)                                 Series WWW Bonds.  Commencing on the date that is six months prior to the WWW Bonds Maturity Date (the “Series WWW Par Redemption Date”), the Series WWW 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 Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Prior to the Series WWW Par Redemption Date, the Series WWW Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series WWW Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series WWW Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series WWW Bonds pursuant to this Article III shall be made in accordance with Article IV of the Base Indenture.

 

(c)                                  Series YYY Bonds.  Commencing on the date that is six months prior to the YYY Bonds Maturity Date (the “Series YYY Par Redemption Date”), the Series YYY 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 Called Principal, plus accrued and unpaid interest on the Called Principal being redeemed to (but not including) the Settlement Date.  Prior to the Series YYY Par Redemption Date, the Series YYY Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series YYY Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series YYY Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series YYY Bonds pursuant to this Article III shall be made in accordance with Article IV of the Base Indenture.

 

SECTION 3.02.  Sinking Fund.

 

None of the Series VVV Bonds, the Series WWW Bonds and the Series YYY Bonds shall be subject to any sinking fund.

 

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ARTICLE IV
MISCELLANEOUS

 

SECTION 4.01.  Notice.

 

Any notice or communication in respect of the Series VVV Bonds, the Series WWW Bonds and the Series YYY Bonds shall be made in accordance with Section 15.05 of the Base Indenture.

 

SECTION 4.02.  Amendment and Supplement.

 

This Supplemental Indenture, the Series VVV Bonds, the Series WWW Bonds or the Series YYY 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, the Series VVV Bonds, the Series WWW Bonds and the Series YYY 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, the Series VVV Bonds, the Series WWW Bonds or the Series YYY 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, the Series VVV Bonds, the Series WWW Bonds or the Series YYY Bonds.

 

SECTION 4.08.  Trustee and Supplemental Indenture.

 

The Trustee makes no representations and 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 Bonds issued hereunder, other than its certificate of authentication thereon.

 

9

 

SECTION 4.09.  WAIVER OF JURY TRIAL.

 

EACH OF THE COMPANY, THE TRUSTEE AND, BY ACCEPTING A BOND ISSUED UNDER THIS SUPPLEMENTAL INDENTURE, EACH HOLDER THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE SERIES VVV BONDS, THE SERIES WWW BONDS, THE SERIES YYY BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

 

ARTICLE V
INFORMATION AS TO COMPANY

 

The Company covenants and agrees to file with the Trustee (and give notice of filing with the SEC by email to any Holder of Series VVV Bonds, Series WWW Bonds or Series YYY Bonds who requests email notice of filing) as soon as available and in any event within 10 calendar days after Parent is required to file the same with the SEC or any successor agency or any securities exchange, a copy of each of Parent’s reports on Form 10-K and Form 10-Q, which will include the information required by Rule 3-10(c)(4) of Regulation S-X (17 CFR 210.3-10(4)) or any successor provision, Form 8-K, and each other regular or periodic report and any notice, proxy statement, registration statement, prospectus or written communication (other than transmittal letters), as filed with the SEC or any successor agency or any securities exchange; if Parent ceases to be a reporting company under either Section 13(a) or 15(d) of the Exchange Act (a “1934 Act Reporting Company”), so long as such Holders have provided to the Company appropriate delivery instructions a reasonable amount of time prior to the applicable delivery date (which instructions will include any information provided by Holders pursuant to the Bond Purchase Agreement dated as of June 11, 2019 executed in connection with the issuance of the Series VVV Bonds, Series WWW Bonds and Series YYY Bonds), the Company covenants and agrees to deliver to the Holders of the Series VVV Bonds, Series WWW Bonds and Series YYY Bonds either (i) annual and quarterly reports of Parent comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies within 10 calendar days after a 1934 Act Reporting Company would be required to file such reports with the SEC which shall contain annual audited and quarterly unaudited financial statements of Parent comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies or (ii) annual audited and quarterly unaudited financial statements of Company comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies within 10 calendar days after a 1934 Act Reporting Company would be required to file such reports with the SEC.  All Parent financial statements delivered by the Company pursuant to this Article V shall include a condensed consolidating balance sheet and condensed consolidating statements of income and cash flows of Parent that include a column that sets forth the assets and liabilities, and results, of the Company as of the applicable date and for the applicable period; provided that, so long as in compliance with applicable law, (i) such annual condensed consolidating balance sheet, condensed consolidating statements of income and cash flows and column will be substantially consistent in form with those set forth in the Parent’s Form 10-K for the fiscal year ended December 31, 2018 and (ii) such quarterly condensed consolidating balance sheet, condensed consolidating statements of income and cash flows and column will be substantially consistent in form with those set forth in the Parent’s Form 10-Q for the fiscal quarter ended June 30, 2018, September 30, 2018 or March 31, 2019, as may correspond to such applicable quarterly period.

 

ARTICLE VI
MAINTENANCE OF CREDIT RATING

 

(a)                                 The Company shall, at all times during which the SVO refuses to accept the financial statements of the Parent as sufficient for rating the transaction, maintain a credit rating (but not any specific rating) of the Series VVV Bonds with at least one of S&P, Moody’s or Fitch; provided that in lieu of maintaining any such credit rating, the Company shall have the option, in its sole discretion, of providing a guarantee by Parent of the obligations in respect of the Series VVV Bonds, in form and substance consistent with the form of Parent Guarantee executed in connection with the 5.50% First Mortgage Bonds due 2040, Series PPP, issued under the Fifty-eighth Supplemental Indenture dated as of November 22, 2010. Evidence of such credit rating shall (a) set forth the credit rating for the Series VVV Bonds, (b) refer to the Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Series VVV Bonds, (c) state that the credit rating addresses the likelihood of payment of both the principal and interest of the Series VVV Bonds, (d) not include any prohibition against sharing such evidence with

 

10

 

the SVO or any other regulatory authority having jurisdiction over the holders of the Series VVV Bonds, and (f) include such other information relating to the credit rating for the Series VVV Bonds as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the Holders.

 

(b)                                 The Company shall, at all times during which the SVO refuses to accept the financial statements of the Parent as sufficient for rating the transaction, maintain a credit rating (but not any specific rating) of the Series WWW Bonds with at least one of S&P, Moody’s or Fitch; provided that in lieu of maintaining any such credit rating, the Company shall have the option, in its sole discretion, of providing a guarantee by Parent of the obligations in respect of the Series WWW Bonds, in form and substance consistent with the form of Parent Guarantee executed in connection with the 5.50% First Mortgage Bonds due 2040, Series PPP, issued under the Fifty-eighth Supplemental Indenture dated as of November 22, 2010. Evidence of such credit rating shall (a) set forth the credit rating for the Series WWW Bonds, (b) refer to the Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Series WWW Bonds, (c) state that the credit rating addresses the likelihood of payment of both the principal and interest of the Series WWW Bonds, (d) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Series WWW Bonds, and (f) include such other information relating to the credit rating for the Series WWW Bonds as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the Holders.

 

(c)                                  The Company shall, at all times during which the SVO refuses to accept the financial statements of Parent as sufficient for rating the transaction, maintain a credit rating (but not any specific rating) of the Series YYY Bonds with at least one of S&P, Moody’s or Fitch; provided that in lieu of maintaining any such credit rating, the Company shall have the option, in its sole discretion, of providing a guarantee by Parent of the obligations in respect of the Series YYY Bonds, in form and substance consistent with the form of Parent Guarantee executed in connection with the 5.50% First Mortgage Bonds due 2040, Series PPP, issued under the Fifty-eighth Supplemental Indenture dated as of November 22, 2010. Evidence of such credit rating shall (a) set forth the credit rating for the Series YYY Bonds, (b) refer to the Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Series YYY Bonds, (c) state that the credit rating addresses the likelihood of payment of both the principal and interest of the Series YYY Bonds, (d) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Series YYY Bonds, and (f) include such other information relating to the credit rating for the Series YYY Bonds as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the Holders.

 

[Signature Pages Follow]

 

11

 

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/ Thomas F. Smegal, III
	Name:	Thomas F. Smegal, III
	Title:	Vice President, Chief Financial Officer and Treasurer
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	/s/ David A. Jason
	Name:	David A. Jason
	Title:	Vice President

 

SIGNATURE PAGE TO SIXTY-SECOND SUPPLEMENTAL INDENTURE

 

 

ACKNOWLEDGMENT

 

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

 

State of California                      )

 

County of Santa Clara )

 

On 6/3/2019 before me, Lina Jo DiStefano, a Notary Public, personally appeared Thomas F. Smegal III, 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/ Lina Jo DiStefano

(Seal)

 

 

ACKNOWLEDGMENT

 

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

 

State of California                      )

 

County of San Francisco)

 

On 6/10/2019 before me, Nam Vu Huynh, a Notary Public, personally appeared David Jason, 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/ Nam Vu Huynh

(Seal)

 

 

EXHIBIT A

 

FORM OF SERIES VVV BOND

 

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS.  THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.

 

CALIFORNIA WATER SERVICE COMPANY

 

3.40% First Mortgage Bonds due 2029, Series VVV

Private Placement No. 130789 Y*5

 

No. [  ]

$[·]

 

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [·], or its registered assigns, the principal sum of $[·] in U.S. Dollars on June 11, 2029.

 

Interest Payment Dates:    June 11 and December 11 commencing December 11, 2019

 

Record Dates:      May 27 and November 26

 

Additional provisions of this Series VVV Bond are set forth on the other side of this Series VVV 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 VVV BOND]

 

3.40% First Mortgage Bonds due 2029, Series VVV

 

1.                                      INTEREST

 

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

 

The Company shall pay interest semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2019.  Interest on the Series VVV Bonds will accrue from the most recent date to which interest has been paid with respect to the Series VVV Bonds, or, if no interest has been paid, from June 11, 2019.  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 VVV Bonds to the Persons who are registered Holders of Series VVV Bonds at the close of business on the May 27 or November 26 immediately preceding the Interest Payment Date even if Series VVV 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 VVV 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 VVV 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 VVV Bond, the Holder thereof shall surrender such Series VVV 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 VVV 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 Sixty-Second Supplemental Indenture dated as of June 11, 2019, 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 VVV 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 VVV 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 VVV Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

 

A-4

 

5.                                      REDEMPTION; SINKING FUND

 

Commencing on the Series VVV Par Redemption Date, the Series VVV 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 Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Prior to the Series VVV Par Redemption Date, the Series VVV Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series VVV Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series VVV Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series VVV Bonds pursuant to Article III of the Supplemental Indenture shall be made in accordance with Article IV of the Base Indenture.

 

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

 

6.                                      DENOMINATIONS; TRANSFER; EXCHANGE

 

The Series VVV Bonds are in registered form without coupons in minimum denominations of $1,000 and whole integral multiples of $1,000 in excess thereof.  A Holder may transfer or exchange Series VVV 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 VVV Bond between a Regular Record Date and the next succeeding Interest Payment Date.

 

7.             PERSONS DEEMED OWNERS

 

The registered Holder of this Series VVV 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 VVV Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series VVV 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 VVV Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series VVV 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

 

A-5

 

occurred, which may include the Series VVV 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 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 VVV Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series VVV Bond and of any Series VVV 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 VVV Bonds except as provided in the Base Indenture.  The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series VVV 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 VVV 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 VVV 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 VVV Bonds waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Series VVV 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 VVV 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.

 

A-6

 

15.                               AUTHENTICATION

 

This Series VVV 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 VVV Bond.

 

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 VVV Bonds shall be secured to the extent and in the manner provided by the Base 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 VVV Bond, fill in the form below:

 

I or we assign and transfer this Series VVV 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 VVV 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 VVV Bond.

 

A-8

 

EXHIBIT B

 

FORM OF SERIES WWW BOND

 

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS.  THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.

 

CALIFORNIA WATER SERVICE COMPANY

 

4.07% First Mortgage Bonds due 2049, Series WWW

Private Placement No. 130789 Y@3

 

No. [  ]

$[·]

 

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [·], or its registered assigns, the principal sum of $[·] in U.S. Dollars on June 11, 2049.

 

Interest Payment Dates:             June 11 and December 11 commencing December 11, 2019

 

Record Dates:                   May 27 and November 26

 

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

 

B-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]

 

B-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

 

B-3

 

[FORM OF REVERSE SIDE OF SERIES WWW BOND]

 

4.07% First Mortgage Bonds due 2049, Series WWW

 

1.                                      INTEREST

 

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

 

The Company shall pay interest semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2019.  Interest on the Series WWW Bonds will accrue from the most recent date to which interest has been paid with respect to the Series WWW Bonds, or, if no interest has been paid, from June 11, 2019.  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 WWW Bonds to the Persons who are registered Holders of Series WWW Bonds at the close of business on the May 27 or November 26 immediately preceding the Interest Payment Date even if Series WWW 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 WWW 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 WWW 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 WWW Bond, the Holder thereof shall surrender such Series WWW 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 WWW 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 Sixty-Second Supplemental Indenture dated as of June 11, 2019, 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 WWW 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 WWW 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 WWW Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

 

B-4

 

5.                                      REDEMPTION; SINKING FUND

 

Commencing on the Series WWW Par Redemption Date, the Series WWW 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 Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Prior to the Series WWW Par Redemption Date, the Series WWW Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series WWW Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series WWW Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series WWW Bonds pursuant to Article III of the Supplemental Indenture shall be made in accordance with Article IV of the Base Indenture.

 

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

 

6.                                      DENOMINATIONS; TRANSFER; EXCHANGE

 

The Series WWW Bonds are in registered form without coupons in minimum denominations of $1,000 and whole integral multiples of $1,000 in excess thereof.  A Holder may transfer or exchange Series WWW 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 WWW Bond between a Regular Record Date and the next succeeding Interest Payment Date.

 

7.                                      PERSONS DEEMED OWNERS

 

The registered Holder of this Series WWW 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 WWW Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series WWW 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 WWW Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series WWW 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

 

B-5

 

occurred, which may include the Series WWW 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 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 WWW Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series WWW Bond and of any Series WWW 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 WWW Bonds except as provided in the Base Indenture.  The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series WWW 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 WWW 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 WWW 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 WWW Bonds waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Series WWW 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 WWW 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.

 

B-6

 

15.                               AUTHENTICATION

 

This Series WWW 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 WWW Bond.

 

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 WWW Bonds shall be secured to the extent and in the manner provided by the Base 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

 

B-7

 

ASSIGNMENT FORM

 

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

 

I or we assign and transfer this Series WWW 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 WWW 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 WWW Bond.

 

B-8

 

EXHIBIT C

 

FORM OF SERIES YYY BOND

 

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS.  THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.

 

CALIFORNIA WATER SERVICE COMPANY

 

4.17% First Mortgage Bonds due 2059, Series YYY

Private Placement No. 130789 Y#1

 

No. [  ]

$[·]

 

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [·], or its registered assigns, the principal sum of $[·] in U.S. Dollars on June 11, 2059.

 

Interest Payment Dates:             June 11 and December 11, commencing December 11, 2019

 

Record Dates:                   May 27 and November 26

 

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

 

C-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]

 

C-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

 

C-3

 

[FORM OF REVERSE SIDE OF SERIES YYY BOND]

 

4.17% First Mortgage Bonds due 2059, Series YYY

 

1.                                      INTEREST

 

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

 

The Company shall pay interest semi-annually in arrears on June 11 and December 11 of each year, commencing December 11, 2019.  Interest on the Series YYY Bonds will accrue from the most recent date to which interest has been paid with respect to the Series YYY Bonds, or, if no interest has been paid, from June 11, 2019.  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 YYY Bonds to the Persons who are registered Holders of Series YYY Bonds at the close of business on the May 27 or November 26 immediately preceding the Interest Payment Date even if Series YYY 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 YYY 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 YYY 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 YYY Bond, the Holder thereof shall surrender such Series YYY 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 YYY 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 Sixty-Second Supplemental Indenture dated as of June 11, 2019, 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 YYY 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 YYY 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 YYY Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

 

C-4

 

5.                                      REDEMPTION; SINKING FUND

 

Commencing on the Series YYY Par Redemption Date, the Series YYY 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 Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Prior to the Series YYY Par Redemption Date, the Series YYY Bonds shall be 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 Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date.  Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series YYY Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series YYY Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture.  Any redemption of Series YYY Bonds pursuant to Article III of the Supplemental Indenture shall be made in accordance with Article IV of the Base Indenture.

 

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

 

6.                                      DENOMINATIONS; TRANSFER; EXCHANGE

 

The Series YYY Bonds are in registered form without coupons in minimum denominations of $1,000 and whole integral multiples of $1,000 in excess thereof.  A Holder may transfer or exchange Series YYY 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 YYY Bond between a Regular Record Date and the next succeeding Interest Payment Date.

 

7.                                      PERSONS DEEMED OWNERS

 

The registered Holder of this Series YYY 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 YYY Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series YYY 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 YYY Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series YYY 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

 

C-5

 

occurred, which may include the Series YYY 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 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 YYY Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series YYY Bond and of any Series YYY 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 YYY Bonds except as provided in the Base Indenture.  The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series YYY 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 YYY 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 YYY 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 YYY Bonds waives and releases all such liability.  The waiver and release are part of the consideration for the issuance of the Series YYY 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 YYY 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.

 

C-6

 

15.                               AUTHENTICATION

 

This Series YYY 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 YYY Bond.

 

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 YYY Bonds shall be secured to the extent and in the manner provided by the Base 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

 

C-7

 

ASSIGNMENT FORM

 

To assign this Series YYY Bond, fill in the form below:
I or we assign and transfer this Series YYY 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 YYY 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 YYY Bond.

 

C-8

 

EXHIBIT D

 

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 City and County		Date of Recordation		Document No.		Book and (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

 

D-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:

 

County		Date of Recordation		Document No.		Book and (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

 

D-2

 

EXHIBIT E

 

The First through Sixty-First 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

 

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

 

Second Supplemental Indenture

 

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

 

Fourth Supplemental Indenture

 

County or City and County		Date of Recordation		Volume of Official Records		Pages At Which 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

 

E-1

 

Fifth Supplemental Indenture

 

County or City and County		Date of Recordation		Volume of Official Records		Pages At Which 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 City and County		Date of Recordation		Volume of Official Records		Pages At Which 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 City and County		Date of Recordation		Volume of Official Records		Pages At Which 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

 

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Eighth Supplemental Indenture

 

County or City and County		Date of Recordation		Volume of Official Records			Pages At Which 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 City and County		Date of Recordation		Volume of Official Records			Pages At Which 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

 

E-3

 

Tenth Supplemental Indenture

 

County or City and County		Date of Recordation		Volume of Official Records			Pages At Which 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 City and County		Date of Recordation		Volume of Official Records			Pages At Which 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

 

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