April 8, 2009 - EX-4.7 - S-3ASR: Automatic shelf registration statement of securities of well-known seasoned issuers

Form: S-3ASR

Documents

Exhibit 4.7

9.86% First Mortgage Bonds due 2020, Series CC

Supplemental Mortgage of Chattels

and

Trust Indenture

(Fortieth Supplemental Indenture)

CALIFORNIA WATER SERVICE COMPANY

U.S. BANK NATIONAL ASSOCIATION

Trustee

Dated as of

(which amends and restates the
Thirty-Fourth Supplemental Indenture to the Indenture of Mortgage
dated as of April 1, 1928)

TABLE OF CONTENTS


	Page

ARTICLE I DEFINITIONS		4
SECTION 1.01 DEFINITIONS		4

ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE BONDS		4
SECTION 2.01. Designation of Bonds		4
SECTION 2.02. Aggregate Principal Amount		4
SECTION 2.03. Form; Payment of Interest and Principal on Bonds		4
SECTION 2.04. Taxes		5
SECTION 2.05. Parent Guarantee		5

ARTICLE III OPTIONAL REDEMPTION		5

ARTICLE IV SINKING FUND		7
SECTION 4.01. Amount and Time of Payment		7
SECTION 4.02. Application of Sinking Funds Cash to Redemption of Series CC Bonds		7
SECTION 4.03. Limitations on Use of Sinking Fund Cash in Case of Event of Default		7

ARTICLE V ADDITIONAL PROVISIONS APPLICABLE TO SERIES CC BONDS		8
SECTION 5.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements		8
SECTION 5.02. Maintenance, Repairs, Replacements and Depreciation Reserve		8
SECTION 5.03. Consent to Waiver of Event of Default under Other Series of Bonds		8
SECTION 5.04. Most Favored Nation Provision		8
SECTION 5.05. Delivery of Financial Statements to Holders		8
SECTION 5.06. Affiliate Transactions		9


	Page

ARTICLE VI MISCELLANEOUS		10
SECTION 6.01. Notice		10
SECTION 6.02. Amendment and Supplement		10
SECTION 6.03. Conflicts		10
SECTION 6.04. Governing Law		10
SECTION 6.05. Counterparts		10
SECTION 6.06. Ratification		10
SECTION 6.07. Severability		10
SECTION 6.08. Effect of Restatement of Thirty-Fourth Supplemental Indenture		10

Exhibits

EXHIBIT A FORM OF AMENDED AND RESTATED SERIES CC BONDS

EXHIBIT B FORM OF PARENT GUARANTEE

EXHIBIT C RECORDATION OF RESIGNATIONS

EXHIBIT D RECORDATION OF FIRST THROUGH THIRTY-NINTH SUPPLEMENTAL INDENTURES

FORTIETH SUPPLEMENTAL MORTGAGE OF CHATTELS and TRUST INDENTURE (this Supplemental Indenture) dated as of , 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 2100, San Francisco, CA 94111.

RECITALS

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


County of	Date of	Volume of Official Records		Page at Which
City and County	Recordation	(except as noted)		Record Commences

Contra Costa	May 2, 1928		141		7
City and County of San Francisco	May 3, 1928		1637		346
Glenn	May 2, 1928	62 (Book of Mortgages)			190
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 (Book of Mortgages)			106
Kern	May 3, 1928		249		1
Shasta	May 2, 1928		38		80
Fresno	May 2, 1928		894		32
San Mateo	January 20,1939		837		16
Yuba	September 12, 1942		69		291
Santa Clara	November 2, 1945		1305		286
Monterey	February 21, 1962	Serial No. 6604
Ventura	November 15, 1983	Doc. No. 130176; and

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

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

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

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

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


Date		Name

August 19, 1929		Second Supplemental Indenture
February 25, 1930		Third Supplemental Indenture
February 1, 1931		Fourth Supplemental Indenture
March 23, 1932		Fifth Supplemental Indenture
May 1, 1936		Sixth Supplemental Indenture
April 1, 1939		Seventh Supplemental Indenture
November 1, 1945		Eighth Supplemental Indenture
May 1, 1951		Ninth Supplemental Indenture
May 1, 1953		Tenth Supplemental Indenture
May 1, 1954		Eleventh Supplemental Indenture
May 1, 1955		Twelfth Supplemental Indenture
November 1, 1956		Thirteenth Supplemental Indenture

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


Date		Name

November 1, 1963		Fourteenth Supplemental Indenture
November 1, 1965		Fifteenth Supplemental Indenture
November 1, 1966		Sixteenth Supplemental Indenture
November 1, 1967		Seventeenth Supplemental Indenture

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


Date		Name

November 1, 1969		Eighteenth Supplemental Indenture
May 1, 1970		Nineteenth Supplemental Indenture
November 1, 1970		Twentieth Supplemental Indenture
October 1, 1972		Twenty-first Supplemental Indenture
November 1,1972		Twenty-second Supplemental Indenture
November 15, 1972		Twenty-third Supplemental Indenture
November 1, 1973		Twenty-fourth Supplemental Indenture
May 1, 1975		Twenty-fifth Supplemental Indenture
May 1, 1976		Twenty-sixth Supplemental Indenture
November 1, 1977		Twenty-seventh Supplemental Indenture
May 1, 1978		Twenty-eighth Supplemental Indenture
November 1, 1979		Twenty-ninth Supplemental Indenture
November 1, 1980		Thirtieth Supplemental Indenture
May 1, 1982		Thirty-first Supplemental Indenture

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


Date		Name

September 1, 1983		Thirty-second Supplemental Indenture
May 1, 1988		Thirty-third Supplemental Indenture
November 1, 1990		Thirty-fourth Supplemental Indenture
November 3, 1992		Thirty-fifth Supplemental Indenture
May 1, 1993		Thirty-sixth Supplemental Indenture
September 1, 1993		Thirty-seventh Supplemental Indenture
November 2, 1993		Thirty-eighth Supplemental Indenture; and

WHEREAS, the First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of those counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT D, which is annexed hereto and hereby made a part hereof; and

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

WHEREAS, the Company has heretofore issued under the Original Base Indenture, as supplemented by the Thirty-Fourth Supplemental Indenture dated as of November 1, 1990, between the Company and Bank of America

National Trust and Savings Association (the Thirty-Fourth Supplemental Indenture), the 9.86% First Mortgage Bonds, Series CC, due November 1, 2020 (the Original Series CC Bonds); and

WHEREAS, the Company and the Trustee, at the direction of the Holders of the Original Series CC Bonds, have agreed to amend and restate the Thirty-Fourth Supplemental Indenture in the form of this Supplemental Indenture.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01 DEFINITIONS

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

Closing Date means .

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

Series CC Bonds means the $17,800,000 aggregate principal amount of 9.86% First Mortgage Bonds due 2020, Series CC, initially authenticated and delivered under the Thirty-Fourth Supplemental Indenture and outstanding as of the date hereof.

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 CC Bonds and shall not apply to any other Bonds that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled 9.86% First Mortgage Bonds due 2020, Series CC.

SECTION 2.02. Aggregate Principal Amount.

The aggregate principal amount of the Series CC Bonds which may be outstanding under the terms of this Supplemental Indenture after the date hereof is $17,800,000, except for Series CC 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 Bonds.

(a) General. Without limiting the foregoing provisions of this Article II, the Series CC Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto. The Series CC Bonds will be issued in denominations of $1,000 and integral multiples thereof.

(b) Payment of Interest and Principal on Bonds. The Series CC Bonds will mature on November 1, 2020 and will bear interest at the rate of 9.86% per annum. Interest on the Series CC Bonds will be payable semi-annually in arrears on May 1 and November 1 of each year to the Holders thereof at the close of business on the immediately preceding April 15 and October 15 of each year. Interest on the Series CC Bonds will accrue from the most recent date to which interest has been paid. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

(c) Default Interest. During the occurrence and continuation of an Event of Default, all amounts owing under the Series CC Bonds shall, to the extent permitted by applicable law, bear additional interest at a per annum rate equal to 2%.

(d) Method and Place of Payment. The Company shall cause payments of all amounts payable to the Holder in respect of the principal of, or premium, if any, or interest on, any of the Bonds to be made by bank wire transfer of immediately available funds. Except in the event of the payment or redemption of the Bonds as a whole, the Company shall cause such payments to be made to the Holders without the surrendering or presentation to the Trustee of any Series CC Bond. The Holders agrees to make notations on such Series CC Bond of payment of the portion thereof so paid and that, before selling, transferring or otherwise disposing of any of the Series CC Bonds, the Holder shall surrender the same to the Trustee in exchange for a Series CC Bond in authorized denominations, aggregating the same principal amount as the unpaid principal amount of the Series CC Bonds surrendered.

The Company shall cause each payment with respect to the Series CC Bonds, notice in respect of each such payment, and all other communications to the Holder to be made pursuant to the written instructions separately provided to the Company by the Holder.

SECTION 2.04. Taxes.

Unless required by the laws of the United States of America or the State of California, the Series CC Bonds shall not require the deduction or withholding by the Company of any taxes or any reimbursement of taxes to the Holders of the Series CC Bonds.

SECTION 2.05. Parent Guarantee.

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

ARTICLE III
OPTIONAL REDEMPTION

The Series CC Bonds are redeemable (1) at the option of the Company, in whole or in part at any time and (2) in connection with an acceleration upon the occurrence of an Event of Default pursuant to Section 7.01 of the Base Indenture at a redemption price (the Redemption Price) equal to the sum of:

			100% of the principal amount of the Series CC Bonds to be redeemed; plus

			the Make-Whole Amount,

plus accrued and unpaid interest to the Redemption Date on the Series CC Bonds to be redeemed.

Called Principal means, with respect to any Series CC Bond, the principal of such Series CC Bond that is to be prepaid pursuant to Article III of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Series CC Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

Make-Whole Amount means, with respect to any Series CC Bond, 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 Series CC Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

Reinvestment Yield means, with respect to the Called Principal of any Series CC Bond, .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 paragraph, 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 Series CC 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 (calculated to the nearest one-twelfth year) 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, with respect to the Called Principal of any Series CC 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 payment of such Called Principal were made prior to its scheduled due 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 CC 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 Article III of this Supplemental Indenture or under Section 7.01 of the Base Indenture, as the context requires.

Settlement Date means, with respect to the Called Principal of any Series CC Bond, the date on which such Called Principal is to be prepaid pursuant to Article III of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

Series CC Bonds may be redeemed (i) out of cash held in the sinking fund provided for in Article IV of this Supplemental Indenture or (ii) through the application of the proceeds of the sale of any complete water system or any substantial part of a water system owned by the Company, including without limiting the generality of the foregoing a sale to a municipality or other public body or agency having the power of eminent domain or the right to purchase or order the sale of such property, and, in case of redemption upon any such event, the applicable Redemption Price shall be the principal amount of such Series CC Bonds so redeemed, together with interest accrued thereon to the Redemption Date.

Other than as specifically provided in this Article III, any redemption of Series CC Bonds shall be conducted in accordance with the provisions of Article IV of the Base Indenture.

ARTICLE IV
SINKING FUND

SECTION 4.01. Amount and Time of Payment.

The Company covenants and agrees that it will establish and maintain by annual cash deposits with the Trustee a sinking fund for the benefit of Holders of the Series CC Bonds and for the purpose of retiring and further securing such bonds, all as hereinafter in this Article IV provided. The amount to be deposited annually on or before October 31 of each year in such sinking fund, through the year ending October 31, 2019, shall be $100,000 (the mandatory sinking fund payment).

The Company shall have the option to make an additional sinking fund payment (the optional sinking fund payment) on the date any mandatory sinking fund payment shall be due, in an amount up to but not greater than the mandatory sinking fund payment due on such date, regardless of whether such optional sinking fund payment shall have been made in any previous year; provided, however, that the option to make such optional sinking fund payments shall not be cumulative. Such optional sinking fund payments shall not affect in any manner the Companys obligations to make annual sinking fund deposits in accordance with the first paragraph of this Section 4.01.

SECTION 4.02. Application of Sinking Funds Cash to Redemption of Series CC Bonds.

All cash deposited with the Trustee for the sinking fund for Series CC Bonds shall be held in a fund known as Series CC Sinking Fund Cash. Notwithstanding any provisions to the contrary in Article IV of the Base Indenture, unless otherwise required by Section 4.03, the Trustee in each year, after the deposit with the Trustee of the sinking fund payment for such year (regardless of whether such payment is a mandatory or an optional sinking fund payment), shall redeem Series CC Bonds from the Series CC Sinking Fund Cash in accordance with the provisions of Article IV of the Base Indenture as if acting upon Company Request. The date for the redemption of such Series CC Bonds shall be fixed to be the November 1 that is first following the deposit with the Trustee of any such sinking fund payment. However, the Trustee shall redeem Series CC Bonds only in denominations of $1,000 or multiples thereof. If any Holders share of the sinking fund payment is not an even multiple of $1,000, the Trustee shall hold for the account of such Holder the difference between the amount of such Holders share and the highest multiple of $1,000 which is less than such amount. The Trustee shall apply such sum on the next possible sinking fund redemption date to redeem Series CC Bonds from such Holder in authorized multiples of $1,000.

SECTION 4.03. Limitations on Use of Sinking Fund Cash in Case of Event of Default.

Notwithstanding anything hereinbefore provided, the Trustee shall not use the Series CC Sinking Fund Cash to redeem any Series CC Bonds if it has actual knowledge that an Event of Default has occurred and is continuing with respect to the Series CC Bonds and the Series CC Sinking Fund Cash shall form a part of the trust estate for the equal protection of all Series CC Bonds as above provided for any part of the trust estate.

ARTICLE V
ADDITIONAL PROVISIONS APPLICABLE TO SERIES CC BONDS

SECTION 5.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements.

No Bonds shall be issued under the Base Indenture for the purpose of providing funds for the Company to keep or maintain the property pledged pursuant to the Base Indenture in good and business-like working order and condition, or merely to replace or in substitution for old or worn-out or abandoned property; provided, however, that whenever old or worn-out or abandoned property is replaced by Substituted Property costing more than the original cost of the old or worn-out or abandoned property then such replacement or substitution shall be permitted and the excess of cost of such Substituted Property, and such excess only, shall be deemed Permanent Improvements, Extensions or Additions, for which Bonds may be authenticated and delivered under Section 2.02 of the Base Indenture.

SECTION 5.02. Maintenance, Repairs, Replacements and Depreciation Reserve.

The Company shall at all times maintain, preserve and keep or cause to be maintained, preserved and kept the Mortgaged Property, and every part thereof, with the appurtenances and every part and parcel thereof, in thorough repair, working order and condition, and from time to time make or cause to be made all needful and proper repairs and renewals, replacements and substitutions, and shall make adequate provision for replacement by proper and reasonable credits to its reserve for depreciation, so that at all times the value of the Mortgaged Property and the efficiency of the Mortgaged Property shall be fully preserved and maintained; and that it will comply with all lawful requirements of the PUC with respect to maintenance and depreciation.

SECTION 5.03. Consent to Waiver of Event of Default under Other Series of Bonds.

No Event of Default with respect to any series of Bonds Outstanding under the Base Indenture may be waived unless also waived by the Holders of not less than a majority in aggregate principal amount of the Outstanding Series CC Bonds by means of a written instrument or instruments signed by such Holders and delivered to the Trustee and the Company.

SECTION 5.04. Most Favored Nation Provision.

If the Company shall, at any time on or after the Closing Date, enter into, amend or modify any supplemental indenture or other agreement with respect to a series of Bonds in a manner that requires the Company to comply with or add a covenant, an event of default, a guarantee or collateral that either is not at such time applicable to the Series CC Bonds or, if such covenant, event of default, guarantee or collateral shall already be applicable to the Series CC Bonds, is, or contains related provisions that are, more restrictive upon the Company or any guarantor hereof than such existing covenant, event of default, guarantee or related provisions, each provision (including any related definitions) relating to such covenant, event of default, guarantee or security in such supplemental indenture (as amended or modified from time to time thereafter) shall be automatically deemed to be incorporated by reference in this Supplemental Indenture, mutatis mutandis, as if then set forth herein in full. Promptly after any such execution, amendment or modification of such a supplemental indenture, the Company shall (a) furnish to the Trustee a copy of each such supplemental indenture, (b) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Holders of at least a majority in aggregate principal amount of the Series CC Bonds, amending or modifying this Supplemental Indenture by adding or modifying, as the case may be, the full text of such covenant, event of default, guarantee, definitions and other related provisions and (c) furnish to the Trustee any certificates and opinions required by clause (1) of Section 3.08 and Section 15.01 of the Base Indenture.

SECTION 5.05. Delivery of Financial Statements to Holders of Series CC Bonds.

(a) The Company shall deliver to the Holders of the Series CC Bonds:

(i) The annual and periodic reports, information, documents and other reports required by Section 11.02 of the Base Indenture within the time periods set forth therein.

(ii) A copy of each report submitted by independent public accountants selected by Parent of interim examinations, if any, by them of the financial statements of Parent.

(iii) A copy of all reports, proxy statements, financial statements and notices sent by Parent to its shareholders.

(iv) Within calendar 45 days after the end of the first, second and third quarterly accounting periods in each fiscal year and within 90 calendar days after the end of each fiscal year, a certificate signed by the President or a Vice President and the Chief Financial Officer of the Company to the effect that the Company is not in Default under the Base Indenture or under this Supplemental Indenture or, if there are such Defaults then in existence, describing the nature thereof.

(v) Within 90 calendar days after the end of each fiscal year, a certificate of the accountants who certify Parents annual financial statements stating whether, in making their audit, such accountants have become aware of any Default under any of the terms and provisions of the Base Indenture or this Supplemental Indenture insofar as any such terms or provisions pertain to or involve accounting matters or determinations, and if there are such Defaults, describing the nature and the period of existence thereof.

(vi) Promptly after receipt, copies of any report as to material inadequacies in accounting controls (including reports as to the absence of any such inadequacies) submitted by independent accountants in connection with any audit of Parent.

(vii) Promptly after any officer of the Company obtains knowledge of a Default under the Base Indenture or under this Supplemental Indenture, a certificate signed by the President or a Vice President and the Treasurer or Assistant Treasurer of the Company describing such event in reasonable detail, with a statement of the Companys action with respect thereto taken or proposed.

(viii) Upon written request, one additional copy of each report referred to in this Section 5.05 as well as any other information and reports furnished to the Holder pursuant to the provisions of this Supplemental Indenture.

(ix) A copy of any supplemental indenture subsequent to this Supplemental Indenture that supplements, amends or modifies the Base Indenture.

(b) The Holders of the Series CC Bonds may deliver copies of the information or reports furnished to it pursuant to this Section 5.05 or any other provision of this Supplemental Indenture, to any regulatory body or commission to whose jurisdiction the Holder may be subject and to any prospective purchaser of any of the Bonds who is an institutional investor.

(c) The Company further agrees that the Holders Series CC Bonds shall have the right upon request to receive such other financial information and reports as may be reasonably necessary for it to properly evaluate its investments, the right to inspect the properties and the books of account of Parent or the Company at all reasonable times upon normal business hours and the right to discuss the affairs of Parent or the Company with their officers and independent public accountants (and by this provision Parent and the Company authorize said accountants to discuss the finances and affairs of Parent and the Company with the Holders of the Series CC Bonds).

SECTION 5.06. Affiliate Transactions.

Except with respect to a wholly-owned Subsidiary, the Company shall not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate except in the ordinary course of and pursuant to the reasonable requirements of the Companys business and upon fair and reasonable terms no less favorable than it would obtain in a comparable arms-length transaction

with a person not an Affiliate. For purposes of this Section 5.06, Affiliate shall mean a Person who directly or indirectly through one or more financial intermediaries controls, or is controlled by, or is under common control with the Company, or who beneficially owns or holds 5% or more of the outstanding common stock or equity of the Company.

ARTICLE VI
MISCELLANEOUS

SECTION 6.01. Notice.

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

SECTION 6.02. Amendment and Supplement.

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

SECTION 6.03. Conflicts.

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

SECTION 6.04. Governing Law.

This Supplemental Indenture and the Series CC 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 6.05. 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 6.06. 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 6.07. Severability.

If any one or more of the covenants or agreements provided in this Supplemental Indenture or in the Series CC 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 of the Series CC Bonds.

SECTION 6.08. Effect of Restatement of Thirty-Fourth Supplemental Indenture.

The parties hereto agree that upon execution of this Supplemental Indenture, the Thirty-Fourth Supplemental Indenture and the Series CC Bonds issued in connection therewith shall be deemed to be amended and restated in its entirety in the form of this Supplemental Indenture and the Series CC Bond in the form attached hereto as EXHIBIT A.

SECTION 6.09. Trustee and Supplemental Indenture.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

[Signature Pages Follow]

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:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:
		Name:
		Title:

SIGNATURE PAGE TO FORTIETH SUPPLEMENTAL INDENTURE


State of California		)


County of		)

On before me, , a Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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				(Seal)


State of California		)


County of		)

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				(Seal)

EXHIBIT A

FORM OF AMENDED AND RESTATED SERIES CC 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

9.86% First Mortgage Bonds due 2020, Series CC



No. ___		$17,800,000

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the Company), promises to pay to , or its registered assigns, the principal sum of $17,800,000 in U.S. Dollars on November 1, 2020.


Interest Payment Dates:		May 1 and November 1

Record Dates:		April 15 and October 15

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

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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]

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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

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[FORM OF REVERSE SIDE OF SERIES CC BOND]

9.86% First Mortgage Bonds due 2020, Series CC

INTEREST

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

The Company shall pay interest semi-annually in arrears on May 1 and November 1 of each year. Interest on the Series CC Bonds will accrue from the most recent date to which interest has been paid with respect to the Series CC Bonds. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

During the occurrence and continuation of an Event of Default, all amounts owing under the Series CC Bonds shall, to the extent permitted by applicable law, bear additional interest at a per annum rate equal to 2%.

METHOD OF PAYMENT

The Company shall pay interest on the Series CC Bonds to the Persons who are registered Holders of Series CC Bonds at the close of business on the April 15 or October 15 immediately preceding the Interest Payment Date even if Series CC Bonds are canceled after the Record Date and on or before the Interest Payment Date. Holders must surrender Series CC Bonds to a Paying Agent to collect principal payments. The Company shall pay principal and interest and the Make-Whole Amount, if any, 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 CC 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.

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.

INDENTURE

The Company issued the Series CC 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, as therefore supplemented, amended and modified by the First through Thirty-ninth Supplemental Indentures thereto (the Base Indenture), as further supplemented by the Fortieth Supplemental Indenture dated as of the date of this Series CC Bond 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 (the Supplemental Indenture; the Base Indenture, as supplemented by the Supplemental Indenture, and as further amended and supplemented from time to time, the Indenture), between the Company and the Trustee. The terms of the Series CC Bonds include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Series CC Bonds are subject to all such terms, and Holders are referred to the Indenture and the TIA for a statement of those terms.

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

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OPTIONAL REDEMPTION

The Series CC Bonds are redeemable (1) at the option of the Company, in whole or in part at any time and (2) in connection with an acceleration upon the occurrence of an Event of Default pursuant to Section 7.01 of the Indenture at a redemption price (the Redemption Price) equal to the sum of:

			100% of the principal amount of the Series CC Bonds to be redeemed; plus

			the Make-Whole Amount,

plus accrued and unpaid interest to the Redemption Date on the Series CC Bonds to be redeemed.

Called Principal means, with respect to any Series CC Bond, the principal of such Series CC Bond that is to be prepaid pursuant to Article III of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Indenture, as the context requires.

Discounted Value means, with respect to the Called Principal of any Series CC 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 Series CC Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

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respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due 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 CC 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 Article III of the Supplemental Indenture or under Section 7.01 of the Indenture, as the context requires.

Settlement Date means, with respect to the Called Principal of any Series CC Bond, the date on which such Called Principal is to be prepaid pursuant to Article III of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Indenture, as the context requires.

Series CC Bonds may be redeemed (i) out of cash held in the sinking fund provided for in Article IV of the Supplemental Indenture or (ii) through the application of the proceeds of the sale of any complete water system or any substantial part of a water system owned by the Company, including without limiting the generality of the foregoing a sale to a municipality or other public body or agency having the power of eminent domain or the right to purchase or order the sale of such property, and, in case of redemption upon any such event, the applicable Redemption Price shall be the principal amount of such Series CC Bonds so redeemed, together with interest accrued thereon to the Redemption Date.

NOTICES OF REDEMPTION

Notices of redemption shall (except in respect of redemptions made out of cash deposited in the sinking fund described in Section 7 below) be provided in accordance with Article IV of the Indenture. If less than all of the Series CC Bonds are to be redeemed at any time, the particular Bonds to be redeemed shall be selected in accordance with Article IV of the Indenture. On and after the Redemption Date, interest shall cease to accrue on Series CC Bonds or portions of them called for redemption.

SINKING FUND

The Company shall deposit with the Trustee in cash on or before October 31 of each year, through the year ending October 31, 2019, an annual sinking fund payment equal to $100,000. Such annual sinking fund payments shall be made, held and applied to the retirement or for the greater security of the Outstanding Series CC Bonds in the manner more particularly provided in the Supplemental Indenture, including the redemption of Outstanding Series CC Bonds as therein provided.

The Company shall have the option to make an additional sinking fund payment (the optional sinking fund payment) on the date any mandatory sinking fund payment shall be due, in an amount up to but not greater than the mandatory sinking fund payment due on such date, regardless of whether such an optional sinking fund payment shall have been made in any previous year; provided, however, that the option to make such optional sinking fund payments shall not be cumulative.

DENOMINATIONS; TRANSFER; EXCHANGE

The Series CC Bonds are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Holder may transfer or exchange Series CC Bonds in accordance with the 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 Indenture. The Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Series CC Bonds during a period beginning at the opening of business 15 calendar days before the day of any selection of Bonds for redemption and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Series CC Bond so selected for redemption in whole or in part, except the unredeemed portion of any Series CC Bond being redeemed in part or (C) to register the transfer of or to exchange a Series CC Bond between a Record Date and the next succeeding Interest Payment Date.

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ADDITIONAL PROVISIONS APPLICABLE TO SERIES CC BONDS

The provisions set forth in Article V of the Supplemental Indenture are applicable only with respect to, and govern only the terms of, the Series CC Bonds and shall not apply to any other Bonds that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such provisions.

10.

PERSONS DEEMED OWNERS

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

11.

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 Indenture.

12.

DISCHARGE AND DEFEASANCE

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

13.

AMENDMENT, WAIVER

The Indenture permits, subject to certain exceptions set forth therein, that the Indenture and the terms of the Bonds of a series, which include the Series CC Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series CC Bonds, in each case may be modified, with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Bonds, the terms of such Bonds or the rights of the Holders of such Bonds which are to be modified. The 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 Indenture also provides the Holders of sixty-six and two-thirds percent (66-2/3%) or more of principal amount of the Bonds then Outstanding of all such series under which an Event of Default shall have occurred, which may include the Series CC 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 this Indenture or such series of Bonds.

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

14.

DEFAULTS AND REMEDIES

Events of Default are set forth in the 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, Make-Whole Amount, if any, and the interest accrued thereon immediately due and payable, and said entire principal, Make-Whole Amount, if any, and interest shall thereupon become and be immediately due and payable.

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Holders may not enforce the Indenture or the Series CC Bonds except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Series CC 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.

15.

TRUSTEE DEALINGS WITH THE COMPANY

Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of the Series CC 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.

16.

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 this Indenture or the Series CC 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 CC Bonds waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Series CC 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.

17.

GOVERNING LAW

The Series CC 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.

18.

AUTHENTICATION

This Series CC 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 CC Bond.

19.

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).

20.

SECURITY INTEREST

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

21.

EFFECT OF RESTATEMENT

This Series CC Bond amends and restates in its entirety the 9.86% First Mortgage Bonds, Series CC, due November 1, 2020, issued on or about November 1, 1990 under the Indenture dated as of April 1, 1928, among the Company and American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees, as amended by that Eighth Supplemental Indenture dated as of November 1, 1945, among the Company and American Trust Company and Security-First National Bank of Los Angeles, as Trustees, and as

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further supplemented by the Thirty-Fourth Supplemental Indenture dated as of November 1, 1990, between the Company and Bank of America National Trust and Savings Association.

22. GUARANTEE

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

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

CALIFORNIA WATER SERVICE COMPANY
1720 North First Street
San Jose, CA 95112
Attention: Corporate Secretary

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ASSIGNMENT FORM

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

I or we assign and transfer this Series CC Bond to

(Print or type assignees name, address and zip code)

(Insert assignees soc. sec. or tax I.D. No.)

and irrevocably appoint agent to transfer this Series CC 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 CC Bond.

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EXHIBIT B

FORM OF PARENT GUARANTEE

GUARANTEE, dated as of (as amended from time to time, this Guarantee), made by California Water Service Group, a Delaware corporation (the Guarantor), in favor of U.S. Bank National Association, as trustee (Trustee) for the registered holders (the Holders) of the 9.86% First Mortgage Bonds due 2020, Series CC (collectively, the Bonds), of California Water Service Company, a California corporation (the Issuer).

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(c) Guarantor further waives any and all rights and defenses that Guarantor may have because Issuers debt is secured by real property; this means, among other things, that: (1) Guarantor waives any such defenses that may arise out of an election of remedies by Trustee, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantors rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (2) Trustee may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Issuer; (3) if Trustee forecloses on any real property collateral pledged by Issuer, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, and (B) Trustee may collect from Guarantor even if Trustee, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Issuer. The foregoing sentence is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Issuers debt is secured by real property. These rights and defenses being waived by Guarantor include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives to the extent permitted by law any and all rights and defenses, including without limitation any rights of subrogation, reimbursement, indemnification and contribution, which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433, or under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

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

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

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

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

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

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

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

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

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

California Water Service Group
1720 North First Street
San Jose, CA 95112
Telecopier no.: (408) 367-8430
Attention of: Chief Financial Officer

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


	CALIFORNIA WATER SERVICE GROUP, as Guarantor
	By:
		Name:
		Title:

B-3

EXHIBIT C

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


County or Page			Book and
City and County	Date of Recordation	Document No.	(Reel-Image)

Alameda	August 1, 1983	83-137410
Butte	August 1, 1983	83-25375	2851-200
Fresno	August 2, 1983	83069489
Glenn	August 1, 1983	3329	729-170
Kern	August 2, 1983	12487	5576-522
Los Angeles	August 2, 1983	83-887733
Monterey	August 1, 1983	Pg. 34173	1655-830
City and County of San Francisco	August 1, 1983	D 376552	D559-205
San Joaquin	August 10, 1983	83058347
San Mateo	August 1, 1983	83080322
Santa Clara	August 1, 1983	7766085	H770-413
Solano	August 1, 1983	32353	Pg. 61300
Sonoma	August 1, 1983	83-50597	83-50597
Tulare	August 1, 1983	35981	4093-763
Ventura	November 15, 1983		130201
Yuba	August 1, 1983	1056	805-423

C-1

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


			Book and
County	Date of Recordation	Document No.	(Reel-Image)

Fresno	March 9, 2009	2009-0032066
Lake	March 10, 2009	2009003530
Los Angeles	March 9, 2009	2009-03216507
Monterey	March 9, 2009	2009013888
San Joaquin	March 9, 2009	2009-038049
San Mateo	March 18, 2009	2009-030163
Solano	March 12, 2009	200900018231
Sonoma	March 9, 2009	2009019936
Tulare	March 9, 2009	2009-0013707
Ventura	March 9, 2009	20090309-00035462-0

C-2

EXHIBIT D

The First through Thirty-eighth Supplemental Indentures (and in the case of Marin County, a Memorandum of Indenture referencing the Original Base Indenture and the First through Thirty-eighth Supplemental Indentures) have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth, as follows:

First Supplemental Indenture


	Volume of		Page at Which
Date of Recordation	Official Records		Record Commences		County

January 7, 1929		40		432	Kings
January 7, 1929		157		256	Contra Costa

Second Supplemental Indenture


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

Kings	August 20, 1929		48		442
Butte	August 20, 1929		116		389
Glenn	August 20, 1929		17		179
Alameda	August 20, 1929		2173		334
Tulare	August 20, 1929		337		88
Kern	August 21, 1929		320		95
Contra Costa	August 20, 1929		208		198

Third Supplemental Indenture


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

Yuba	February 28, 1930		9
City and County of San Francisco	February 28, 1930		1985		257

Fourth Supplemental Indenture


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

San Mateo	July 17, 1931		537		1
City and County of San Francisco	July 20, 1931		2232		284
Santa Clara	July 17, 1931		576		175

D-1

Fifth Supplemental Indenture


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

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

Sixth Supplemental Indenture


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

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

Seventh Supplemental Indenture


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

Los Angeles	May 1, 1939		16572		206
City and County of San Francisco	May 2, 1939		3450		93
San Mateo	May 2, 1939		840		94
Sonoma	May 2, 1939		477		108
Kern	May 2, 1939		869		12

D-2

Eighth Supplemental Indenture


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

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

Ninth Supplemental Indenture


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

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

D-3

Tenth Supplemental Indenture


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

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

Eleventh Supplemental Indenture


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

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

D-4

Twelfth Supplemental Indenture


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

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

Thirteenth Supplemental Indenture


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

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

Fourteenth Supplemental Indenture


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

Alameda	March 20, 1964	Reel 1155		Image 2
Butte	March 20, 1964		1303		8
Contra Costa	March 20, 1964		4578		360
Fresno	March 20, 1964		4980		337

D-5


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Glenn	March 20, 1964		463		1
Kern	March 19, 1964		3706		1
Los Angeles	March 19, 1964		D2401		6
Monterey	March 20, 1964	Reel 299			230
City and County of San Francisco	March 20, 1964		A734		966
San Joaquin	March 20, 1964		2801		126
San Mateo	March 19, 1964		4670		563
Santa Clara	March 20, 1964		6432		567
Solano	March 20, 1964		1259		331
Sonoma	March 19, 1964		2030		757
Tulare	March 20, 1964		2491		437
Ventura	November 15, 1983	Doc. No. 130183
Yuba	March 20, 1964		389		535

Fifteenth Supplemental Indenture


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

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

Sixteenth Supplemental Indenture


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

Alameda	December 2, 1966		1881		788
Butte	December 2, 1966		1452		13
Contra Costa	December 2, 1966		5256		298
Fresno	December 2, 1966		5383		432
Glenn	December 2, 1966		495		555
Kern	December 1, 1966		3999		845
Los Angeles	December 1, 1966		D3496		236
Monterey	December 2, 1966		485		472
City and County of San Francisco	December 2, 1966		B101		10
San Joaquin	December 2, 1966		3090		511

D-6


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
San Mateo	December 2, 1966		5244		411
Santa Clara	December 2, 1966		7579		440
Solano	December 1, 1966		1429		482
Sonoma	December 1, 1966		2243		434
Tulare	December 2, 1966		2686		249
Ventura	November 15, 1983	Doc. No. 130185
Yuba	December 2, 1966		443		434

Seventeenth Supplemental Indenture


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

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

Eighteenth Supplemental Indenture


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

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

D-7

Nineteenth Supplemental Indenture


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

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

Twentieth Supplemental Indenture


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

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

Twenty-first Supplemental Indenture


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

Alameda	December 14, 1972		3298		449
Butte	December 14, 1972		1805		96

D-8


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

Twenty-second Supplemental Indenture


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

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

Twenty-third Supplemental Indenture


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

Alameda	December 27, 1972		3307		1
Butte	December 27, 1972		1807		433
Contra Costa	December 27, 1972		6829		197
Fresno	December 27, 1972		6108		307
Glenn	December 27, 1972		555		116
Kern	December 27, 1972		4762		187
Los Angeles	December 27, 1972		D5710		737
Monterey	December 27, 1972		818		87

D-9


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
City and County of San Francisco	December 27, 1972		B712		733
San Joaquin	December 27, 1972		3721		269
San Mateo	December 27, 1972		6296		161
Santa Clara	December 27, 1972		0171		76
Solano	December 27, 1972		1797		577
Sonoma	December 27, 1972		2722		830
Tulare	December 27, 1972		3078		165
Ventura	November 15, 1983	Doc. No. 130192
Yuba	December 27, 1972		547		205

Twenty-fourth Supplemental Indenture


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

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

Twenty-fifth Supplemental Indenture


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

Alameda	June 20, 1975		4007		676
Butte	June 20, 1975		1995		455
Contra Costa	June 20, 1975		7543		54
Fresno	June 20, 1975		6447		21
Glenn	June 20, 1975		587		128
Kern	June 20, 1975		4901		154
Los Angeles	June 20, 1975		D6698		184
Monterey	June 20, 1975		985		335
City and County of San Francisco	June 20, 1975		C30		188
San Joaquin	June 20, 1975		3996		258
San Mateo	June 20, 1975		6872		1
Santa Clara	June 20, 1975		B474		219
Solano	June 20, 1975		1975		25377
Sonoma	June 20, 1975		2970		761
Tulare	June 20, 1975		3249		11

D-10


County or		Volume of		Pages At Which
City and County	Date of Recordation	Official Records		Record Commences
Ventura	November 15, 1983	Doc. No. 130195
Yuba	June 20, 1975		595		695

Twenty-sixth Supplemental Indenture


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

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

Twenty-seventh Supplemental Indenture


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

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

D-11

Twenty-eighth Supplemental Indenture


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

Alameda	August 28, 1978		5551		62
Butte	August 28, 1978		2318		170
Fresno	August 28, 1978		7107		2
Glenn	August 28, 1978		633		666
Kern	August 28, 1978		5135		674
Los Angeles	August 28, 1978	Doc. No. 78-951209
Monterey	August 28, 1978		1270		1030
City and County of San Francisco	August 28, 1978		C631		740
San Joaquin	August 28, 1978		4442		141
San Mateo	August 28, 1978		7774		1709
Santa Clara	August 28, 1978		D914		715
Solano	August 28, 1978		71420
Sonoma	August 28, 1978		3445		337
Tulare	August 28, 1978		3566		14
Ventura	November 15, 1983	Doc. No. 130197
Yuba	August 28, 1978		675		331

Twenty-ninth Supplemental Indenture


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

Alameda	March 28, 1980	80-055698
Butte	March 28, 1980	2500	503
Fresno	March 31, 1980	7494	230
Glenn	March 31, 1980	663	509
Kern	March 28, 1980	5275	818
Los Angeles	March 31, 1980	Doc. No. 80-318971
Monterey	March 31, 1980	1399	636
City and County of San Francisco	March 28, 1980	C970	327
San Joaquin	March 31, 1980	80020795
San Mateo	March 28, 1980	7948	1952
Santa Clara	March 28, 1980	F233	366
Solano	March 28, 1980	23159
Sonoma	March 28, 1980	80-18782
Tulare	March 31, 1980	3753	500
Ventura	November 15, 1983	Doc. No. 130198
Yuba	March 28, 1980	722	625

Thirtieth Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	January 2, 1981	81-000002
Butte	January 2, 1981	81-113	2583-250
Fresno	January 2, 1981	401	7651-362
Glenn	January 2, 1981	0023	678-226
Kern	January 5, 1981	000286	5342-1512
Los Angeles	January 2, 1981	81-2293
Monterey	January 2, 1981	G00066	1456-551

D-12


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)
City and County of San Francisco	December 31, 1980	D044298	D127-551
San Joaquin	January 2, 1981	81000191
San Mateo	January 2, 1981	0507AS
Santa Clara	January 2, 1981	6941984	F825-269
Solano	January 2, 1981	60 Pg. 90-156
Sonoma	January 2, 1981	81-000131
Tulare	January 2, 1981	189	3828-412
Ventura	November 15, 1983	130199
Yuba	January 2, 1981	7644	743-99

Thirty-first Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	May 4, 1982	82-064230
Butte	May 4, 1982	82-12318	2715-529
Fresno	May 3, 1982	37212	7901-572
Glenn	May 4, 1982	1908	704-299
Kern	May 3, 1982	40614	5456-1478
Los Angeles	May 3, 1982	82-445736
Monterey	May 3, 1982	G17137	1549-234
City and County of San Francisco	May 3, 1982	D198127	D392-276
San Joaquin	May 4, 1982	82022803
San Mateo	May 3, 1982	82035410
Santa Clara	May 3, 1982	7353398
Solano	May 3, 1982	15522	Pg. 26792
Sonoma	May 3, 1982	82-23083
Tulare	May 3, 1982	19242	3961-163
Ventura	November 15, 1983	130200
Yuba	May 3, 1982	10984	775-263

Thirty-second Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	October 13, 1983	83-191597
Butte	October 13, 1983	83-34081	2874-684
Fresno	October 13, 1983	83095135
Glenn	October 13, 1983	4435	733-446
Kern	October 13, 1983	041161	5597-658
Los Angeles	October 13, 1983	83-1208172
Monterey	October 13, 1983	G46236	1674-1194
City and County of San Francisco	October 13, 1983	D408975
San Joaquin	October 13, 1983	83074718
San Mateo	October 13, 1983	83112077
Santa Clara	October 13, 1983	780561	H980-717
Solano	October 13, 1983	45171	Pg 85369
Sonoma	October 13, 1983	83069362
Tulare	October 13, 1983	51515	4120-726
Ventura	October 13, 1983	117059
Ventura re-recorded	November 15, 1983	130202
Yuba	October 13, 1983	3764	810-614

D-13

Thirty-third Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	September 13, 1988	88-232083
Butte	September 13, 1988	88-031123
Fresno	September 13, 1988	88101543
Glenn	September 13, 1988	88-4023
Kern	September 13, 1988	31355	6162-1754
Los Angeles	September 13, 1988	88-1464893
Monterey	September 13, 1988	47561	2273-660
City and County of San Francisco	September 13, 1988	E243818
San Joaquin	September 13, 1988	88077190
San Mateo	September 13, 1988	88120443
Santa Clara	September 13, 1988	9833944
Solano	September 13, 1988	54422	1988-117737
Sonoma	September 13, 1988	88-77182
Tulare	September 13, 1988	58120	4745-662
Ventura	September 13, 1988	88-133327
Yuba	September 13, 1988	2818

Thirty-fourth Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	December 20, 1990	90-332019
Butte	December 20, 1990	90-054231
Fresno	December 20, 1990	90155101
Glenn	December 21, 1990	90-6395
Kern	December 20, 1990	85807	6468-709
Los Angeles	December 20, 1990	90-2094360
Monterey	December 20, 1990	73725	2589-678
City and County of San Francisco	December 20, 1990	E836831	F276-480
San Joaquin	December 20, 1990	90122496
San Mateo	December 20, 1990	90165083
Santa Clara	December 21, 1990	10758142
Solano	December 20, 1990	99015	1990
Sonoma	December 20, 1990	90-122784
Tulare	December 20, 1990	83069
Ventura	December 20, 1990	90-187399
Yuba	December 20, 1990	90-14553

Thirty-fifth Supplemental Indenture

D-14


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

Thirty-sixth Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	June 9, 1993	93-203153
Butte	June 9, 1993	93-023408
Fresno	June 9, 1993	93086809
Glenn	June 10, 1993	93-2925
Kern	June 9, 1993	82236	6859-1043
Los Angeles	June 9, 1993	93-1098735
Monterey	June 9, 1993	38484
City and County of San Francisco	June 9, 1993	F371252	F896-0727
San Joaquin	June 9, 1993	93067318
San Mateo	June 9, 1993	93094357
Santa Clara	June 9, 1993	11944269
Solano	June 9, 1993	93-51895
Sonoma	June 9, 1993	93-71358
Tulare	June 9, 1993	93-040396
Ventura	June 9, 1993	93-104242
Yuba	June 9, 1993	93-06640

Thirty-seventh Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	September 28, 1993	93342967
Butte	September 28, 1993	93-041800
Fresno	September 28, 1993	93148269
Glenn	September 28, 1993	93-5140
Kern	September 28, 1993	140436	6915-188
Los Angeles	September 28, 1993	93-1891500
Monterey	September 28, 1993	66464
City and County of San Francisco	September 28, 1993	F456929	F973-511
San Joaquin	September 28, 1993	93111959
San Mateo	September 28, 1993	93164391

D-15


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)
Santa Clara	September 28, 1993	12128051
Solano	September 28, 1993	93-88880	1993
Sonoma	September 28, 1993	93-121864
Tulare	September 28, 1993	93-069108A
Ventura	September 28, 1993	93-181168
Yuba	September 28, 1993	93-11284

Thirty-eighth Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)

Alameda	November 2, 1993	93390873
Butte	November 2, 1993	93-048806
Fresno	November 2, 1993	93170561
Glenn	November 2, 1993	93-5825
Kern	November 2, 1993	162046	6935-2210
Lake	March 19, 2009	2009004258
Los Angeles	November 2, 1993	93-2143052
Monterey	November 2, 1993	77734
City and County of San Francisco	November 2, 1993	F477371	F997-0471
San Joaquin	November 2, 1993	93129084
San Mateo	November 2, 1993	93188734
Santa Clara	November 2, 1993	12188841
Solano	November 2, 1993	1993-104293	1993
Sonoma	November 2, 1993	93-140937
Tulare	November 2, 1993	93-078948A
Ventura	November 2, 1993	92-208807
Yuba	November 2, 1993	93-12958

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

Thirty-ninth Supplemental Indenture


County or		Book and Page
City and County	Date of Recordation	Document No.	(Reel Image)
Alameda	On or about the date hereof
Butte	On or about the date hereof
Fresno	On or about the date hereof
Glenn	On or about the date hereof
Kern	On or about the date hereof
Lake	On or about the date hereof
Los Angeles	On or about the date hereof
Marin	On or about the date hereof
Monterey	On or about the date hereof
San Joaquin	On or about the date hereof
San Mateo	On or about the date hereof
Santa Clara	On or about the date hereof
Solano	On or about the date hereof
Sonoma	On or about the date hereof
Tulare	On or about the date hereof
Ventura	On or about the date hereof
Yuba	On or about the date hereof

D-16

County or

Book and Page

City and County

Date of Recordation

Document No.

(Reel Image)

November 3, 1992

November 3, 1992