ONE HUNDRED ELEVENTH
SUPPLEMENTAL INDENTURE
Southern California Edison Company
to
The Bank of New York Trust Company, N.A.,
and
▇. ▇. ▇▇▇▇▇▇▇,
Trustees
DATED AS OF DECEMBER 12, 2005
Page
This One Hundred Eleventh Supplemental Indenture, dated as of the 12th day of
December, 2005, is entered into by and between Southern California Edison Company (between
1930 and 1947 named "Southern California Edison Company Ltd."), a corporation duly organized
and existing under and by virtue of the laws of the State of California and having its
principal office and mailing address at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, in the City of Rosemead,
County of ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and qualified to do business in the States
of Arizona, New Mexico, and Nevada (hereinafter sometimes termed the "Company"), and The
Bank of New York Trust Company, N.A., a national banking association having its mailing
address at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(successor Trustee to ▇▇▇▇▇▇ Trust and Savings Bank), and ▇. ▇. ▇▇▇▇▇▇▇ of ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (successor Trustee to ▇. ▇. ▇▇▇▇▇,
who was successor Trustee to ▇▇▇▇▇ Fargo Bank, National Association, which was successor
Trustee to Security Pacific National Bank, formerly named Security First National Bank and
Security-First National Bank of Los Angeles, successor, by consolidation and merger, to
Pacific-Southwest Trust & Savings Bank), as Trustees (hereinafter sometimes termed the
"Trustees");
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered to said ▇▇▇▇▇▇ Trust
and Savings Bank and said Pacific-Southwest Trust & Savings Bank, Trustees, a certain
Indenture of Mortgage or Deed of Trust dated as of October 1, 1923, which said Indenture was
duly filed for record and recorded in the offices of the respective recorders of the
following counties: in the State of California-Fresno County, Volume 397 of Official
Records, page 1; Imperial County, Book 1174 of Official Records, page 966; Inyo County,
Volume 154 of Official Records, page 417; ▇▇▇▇ County, Book 379 of Trust Deeds, page 196;
Kings County, Volume 84 of Deeds, page 1; Los Angeles County, Book 2963 of Official Records,
page 1; Madera County, Volume 9 of Official Records, page 63; Merced County, Volume 363 of
Official Records, page 1; Modoc County, Volume 230 of Official Records, page 119 et seq.;
Mono County, Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds, page
1; Riverside County, Book 594 of Deeds, page 252; San Bernardino County, Book 825 of Deeds,
page 1; San Diego County, Series 5 Book 1964, page 84061; Santa ▇▇▇▇▇▇▇ County, Book 229 of
Deeds, page 30; Stanislaus County, Volume 465 of Official Records, page 370; Tulare County,
Volume 50 of Official Records, page 1; Tuolumne County, Volume 274 of Official Records,
page 568; and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-▇▇▇▇▇ County, Book 8 of Mortgages; ▇▇▇▇▇▇▇▇▇ County, Book 40 of Official Records,
page 235; Lyon County, Book 39 of Mortgages, page 1; Mineral County, Book 13 of Official
Records, page 794; Pershing County, Book 15 of Official Records, page 612; and Washoe
County, Book 83 of Mortgages, page 301; in the State of Arizona-La Paz County, Instrument
No. 83-000212 of Official Records; Mohave County, Book 11 of Realty Mortgages; Maricopa
County, Docket 4349 of Official Records, page 197; and Yuma County, Docket 369, page 310;
and in the offices of the county clerks of the following counties in the State of New
Mexico-▇▇▇▇▇▇▇▇ County, Book Mtg. 50, page 187 and filed as Document No. 10536 in the Chattel
Records; and San ▇▇▇▇ County, Book Mtg. 630, page 13 and filed as Document No. 17838 in the
Chattel Records (hereinafter referred to as the "Original Indenture"), to secure the payment
of the principal of and interest on all bonds of the Company at any time outstanding
thereunder, and (as to certain such filings or recordings) the principal of and interest on
all Debentures of 1919 (referred to in the Original Indenture and now retired) outstanding;
and
WHEREAS, the Company has heretofore executed and delivered to the Trustees one
hundred ten certain supplemental indentures, dated, respectively, as of March 1, 1927,
April 25, 1935, June 24, 1935, September 1, 1935, August 15, 1939, September 1, 1940,
January 15, 1948, August 15, 1948, February 15, 1951, August 15, 1951, August 15, 1953,
August 15, 1954, April 15, 1956, February 15, 1957, July 1, 1957, August 15, 1957, August 15,
1958, January 15, 1960, August 15, 1960, April 1, 1961, May 1, 1962, October 15, 1962, May
15, 1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1, 1967,
February 1, 1968, January 15, 1969, October 1, 1969, December 1, 1970, September 15, 1971,
August 15, 1972, February 1, 1974, July 1, 1974, November 1, 1974, March 1, 1975, March 15,
1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15, 1979, October 1, 1979,
April 1, 1980, November 15, 1980, May 15, 1981, August 1, 1981, December 1, 1981, January
16, 1982, April 15, 1982, November 1, 1982, November 1, 1982, January 1, 1983, May 1, 1983,
December 1, 1984, March 15, 1985, October 1, 1985, October 15, 1985, March 1, 1986, March
15, 1986, April 15, 1986,
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April 15, 1986, July 1, 1986, September 1, 1986, September 1, 1986, December 1, 1986, July
1, 1987, October 15, 1987, November 1, 1987, February 15, 1988, April 15, 1988, July 1,
1988, August 15, 1988, September 15, 1988, January 15, 1989, May 1, 1990, June 15, 1990,
August 15, 1990, December 1, 1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1,
1991, February 1, 1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992,
January 15, 1993, March 1, 1993, June 1, 1993, June 15, 1993, July 15, 1993, September 1,
1993, October 1, 1993, February 21, 2002, February 15, 2003, October 15, 2003, December 15,
2003, January 7, 2004, February 26, 2004, March 23, 2004, December 6, 2004, January 11,
2005, January 27, 2005, March 17, 2005, June 1, 2005, June 20, 2005, and August 24, 2005,
which modify, amend and supplement the Original Indenture, such Original Indenture, as so
modified, amended and supplemented, being hereinafter referred to as the "Amended
Indenture"; and
WHEREAS, there have been issued and are now outstanding and entitled to the
benefits of the Amended Indenture, First and Refunding Mortgage Bonds as follows:
Series Due Date Principal Amount
86D,E,F&G 2008 196,000,000
87A,B,C&D 2008 135,000,000
2004A 2014 300,000,000
2004B 2034 525,000,000
2004C 2006 150,000,000
2004D&E 2035 144,400,000
2004F 2015 300,000,000
2004G 2035 350,000,000
2004H 2007 150,000,000
2005A 2016 400,000,000
2005B 2036 250,000,000
2005C 2010 1,250,000,000
2005D 2029 203,460,000
2005E 2035 350,000,000
2005F 2035 248,585,000
WHEREAS, the Company proposes presently to issue in fully registered form
only, without coupons, up to $1,700,000,000 aggregate principal amount of one new series of
the Company's First and Refunding Mortgage Bonds, pursuant to resolutions of the Board of
Directors or the Executive Committee of the Board of Directors of the Company, or actions by
one or more officers of the Company, said new series to be designated as Series 2005G
(referred to herein as the "Bonds"), and the Company's authorized bonded indebtedness has
been increased to provide for the issuance of the Bonds; and
WHEREAS, the Company has acquired real and personal property since the
execution and delivery of the One Hundred Tenth Supplemental Indenture which, with certain
exceptions, is subject to the lien of the Amended Indenture by virtue of the after-acquired
property clauses and other clauses thereof, and the Company now desires in this One Hundred
Eleventh Supplemental Indenture (hereinafter sometimes referred to as this "Supplemental
Indenture") expressly to convey and confirm unto the Trustees all properties, whether real,
personal or mixed, now owned by the Company (with the exceptions hereinafter noted); and
WHEREAS, for the purpose of further safeguarding the rights and interests of
the holders of bonds under the Amended Indenture, the Company desires, in addition to such
conveyance, to enter into certain covenants with the Trustees; and
WHEREAS, the making, executing, acknowledging, delivering and recording of
this Supplemental Indenture have been duly authorized by proper corporate action of the
Company, and the Trustees have each duly determined to execute and accept this Supplemental
Indenture;
Page 3
NOW, THEREFORE, in order further to secure the payment of the principal of and
interest on all of the bonds of the Company at any time outstanding under the Amended
Indenture, as from time to time amended and supplemented, including specifically, but
without limitation, the First and Refunding Mortgage Bonds, Series 86D, Series 86E, Series
86F, Series 86G, Series 87A, Series 87B, Series 87C, Series 87D, Series 2004A, Series 2004B,
Series 2004C, Series 2004D, Series 2004E, Series 2004F, Series 2004G, Series 2004H, Series
2005A, Series 2005B, Series 2005C, Series 2005D, Series 2005E and Series 2005F referred to
above, all of said bonds having been heretofore issued and being now outstanding, and the
Bonds, of the aggregate principal amount of up to $1,700,000,000, to be presently issued and
outstanding; and to secure the performance and observance of each and every of the covenants
and agreements contained in the Amended Indenture, and without in any way limiting (except
as hereinafter specifically provided) the generality or effect of the Original Indenture or
any of said supplemental indentures executed and delivered prior to the execution and
delivery of this Supplemental Indenture insofar as by any provision of any said Indenture
any of the properties hereinafter referred to are subject to the lien and operation thereof,
but to such extent (except as hereinafter specifically provided) confirming such lien and
operation, and for and in consideration of the premises, and of the sum of One Dollar
($1.00) to the Company duly paid by the Trustees, at or upon the ensealing and delivery of
these presents (the receipt whereof is hereby acknowledged), the Company has executed and
delivered this Supplemental Indenture and has granted, bargained, sold, aliened, released,
conveyed, assigned, transferred, warranted, mortgaged, and pledged, and by these presents
does grant, bargain, sell, alien, release, convey, assign, transfer, warrant, mortgage, and
pledge unto the Trustees, their successors in trust and their assigns forever, in trust,
with power of sale, all of the following:
All and singular the plants, properties (including goods which are or are to
become fixtures), equipment, and generating, transmission, feeding, storing, and
distributing systems, and facilities and utilities of the Company in the Counties of Fresno,
Imperial, Inyo, ▇▇▇▇, Kings, Los Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside,
San Bernardino, San Diego, Santa Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the
State of California, Churchill, Clark, Lyon, Mineral, Pershing, and Washoe, in the State of
Nevada, La Paz and Maricopa, in the State of Arizona, and ▇▇▇▇▇▇▇▇ and San ▇▇▇▇, in the
State of New Mexico, and elsewhere either within or without said States, with all and
singular the franchises, ordinances, grants, easements, rights-of-way, permits, privileges,
contracts, appurtenances, tenements, and other rights and property thereunto appertaining or
belonging, as the same now exist and as the same or any and all parts thereof may hereafter
exist or be improved, added to, enlarged, extended or acquired in said Counties, or
elsewhere either within or without said States;
Together with, to the extent permitted by law, all other properties, real,
personal, and mixed (including goods which are or are to become fixtures), except as herein
expressly excepted, of every kind, nature, and description, including those kinds and
classes of property described or referred to (whether specifically or generally or
otherwise) in the Original Indenture and/or in any one or more of the indentures
supplemental thereto, now or hereafter owned, possessed, acquired or enjoyed by or in any
manner appertaining to the Company, and the reversion and reversions, remainder and
remainders, tolls, incomes, revenues, rents, issues, and profits thereof; it being hereby
intended and expressly agreed that all the business, franchises, and properties, real,
personal, and mixed (except as herein expressly excepted), of every kind and nature
whatsoever and wherever situated, now owned, possessed, or enjoyed, and which may hereafter
be in anywise owned, possessed, acquired, or enjoyed by the Company, shall be as fully
embraced within the provisions hereof and be subject to the lien created hereby and by the
Original Indenture and said supplemental indentures executed and delivered prior to the
execution and delivery of this Supplemental Indenture, as if said properties were
particularly described herein;
Saving and excepting, however, anything contained herein or in the granting
clauses of the Original Indenture, or of the above mentioned indentures supplemental
thereto, or elsewhere contained in the Original Indenture or said supplemental indentures,
to the contrary notwithstanding, from the property hereby or thereby mortgaged and pledged,
all of the following property (whether now owned by the Company or hereafter acquired by
it): all bills, notes, warrants, customers' service and extension deposits, accounts
receivable, cash on hand or deposited in banks or with any governmental agency, contracts,
choses in action, operating agreements and leases to others (as distinct from the property
leased and
Page 4
without limiting any rights of the Trustees with respect thereto under any of the provisions
of the Amended Indenture), all bonds, obligations, evidences of indebtedness, shares of
stock and other securities, and certificates or evidences of interest therein, all office
furniture and office equipment, motor vehicles and tools therefor, all materials, goods,
merchandise, and supplies acquired for the purpose of sale in the ordinary course of
business or for consumption in the operation of any property of the Company, and all
electrical energy and other materials or products produced by the Company for sale,
distribution, or use in the ordinary conduct of its business--other than any of the
foregoing which has been or may be specifically transferred or assigned to or pledged or
deposited with the Trustees, or any of them, under the Amended Indenture, or required by the
provisions of the Amended Indenture, so to be; provided, however, that if, upon the
occurrence of a default under the Amended Indenture, the Trustees, or any of them, or any
receiver appointed under the Amended Indenture, shall enter upon and take possession of the
mortgaged and pledged property, the Trustees, or such Trustee or such receiver may, to the
extent permitted by law, at the same time likewise take possession of any and all of the
property excepted by this paragraph then on hand which is used or useful in connection with
the business of the Company, and collect, impound, use, and administer the same to the same
extent as if such property were part of the mortgaged and pledged property and had been
specifically mortgaged and pledged hereunder, unless and until such default shall be
remedied or waived and possession of the mortgaged and pledged property restored to the
Company, its successors or assigns, and provided further, that upon the taking of such
possession and until possession shall be restored as aforesaid, all such excepted property
of which the Trustees, or such Trustee or such receiver shall have so taken possession,
shall be and become subject to the lien hereof, subject, however, to any liens then existing
on such excepted property.
And the Company does hereby covenant and agree with the Trustees, and the
Trustees with the Company, as follows:
PART I
The Trustees shall have and hold all and singular the properties conveyed,
assigned, mortgaged and pledged hereby or by the Amended Indenture, including property
hereafter as well as heretofore acquired, in trust for the equal and proportionate benefit
and security of all present and future holders of the bonds and interest obligations issued
and to be issued under the Amended Indenture, as from time to time amended and supplemented,
without preference of any bond over any other bond by reason of priority in date of
issuance, negotiation, time of maturity, or for any other cause whatsoever, except as
otherwise in the Amended Indenture, as from time to time amended and supplemented,
permitted, and to secure the payment of all bonds now or at any time hereafter outstanding
under the Amended Indenture, as from time to time amended and supplemented, and the
performance of and compliance with the covenants and conditions of the Amended Indenture, as
from time to time amended and supplemented, and under and subject to the provisions and
conditions and for the uses set forth in the Amended Indenture, as from time to time amended
and supplemented.
PART II
Article I to Article Twenty-One, inclusive, of the Amended Indenture are
hereby incorporated by reference herein and made a part hereof as fully as though set forth
at length herein.
PART III
All of the terms appearing herein shall be defined as the same are now defined
under the provisions of the Amended Indenture, except when expressly herein otherwise
defined.
PART IV
Pursuant to Section 1 of Article Five of the Original Indenture, as amended by
Part IV, Subpart C, of the Sixth Supplemental Indenture, dated as of September 1, 1940, the
notice to be given with respect to the redemption of the Bonds in whole or in part, shall be
limited to and shall consist of the giving by the Company or The Bank of New York Trust
Company, N.A., Trustee, of a notice in writing (including by
Page 5
facsimile transmission) of such redemption, at least 30 days, but not more than 60 days,
prior to the date fixed for redemption to the holder of each Bond called for redemption at
the holder's last address shown on the registry books of the Company. Failure to so provide
such notice to the holder of any Bond shall not affect the validity of the redemption
proceedings with respect to any other Bond.
PART V
The Bonds shall be in substantially the form set forth in a resolution of the
Board of Directors or the Executive Committee of the Board of Directors of the Company, or a
certificate evidencing action by an officer or officers of the Company, and may have placed
thereon such letters, numbers or other marks of identification and such legends or
endorsements as set forth in this Supplemental Indenture or as may be required to comply
with the Securities Act of 1933, as amended, any other laws, any rules or regulations of the
Securities and Exchange Commission or any securities exchange, or as may, consistently
herewith, be determined to be necessary or appropriate by the officers executing the Bonds,
as evidenced by their execution of the Bonds.
PART VI
All, but only, the duties, responsibilities, liabilities, immunities, rights,
powers, and indemnities against liability, of the Trustees and each of them, with respect to
the trust created by the Amended Indenture, are hereby assumed by and given to the Trustees,
and each of them, with respect to the trust hereby created, and are so assumed and given
subject to all the terms and provisions with respect thereto as set forth in the Amended
Indenture, as fully and to all intents and purposes as if the same were herein set forth at
length; and this Supplemental Indenture is executed by the Trustees for the purpose of
evidencing their consent to the foregoing.
The recitals contained herein, except the recital that the Trustees have each
duly determined to execute and deliver this Supplemental Indenture, shall be taken as the
statements of the Company, and the Trustees assume no responsibility for the correctness
thereof. The Trustees make no representations as to the validity of this Supplemental
Indenture.
PART VII
As amended and supplemented by this Supplemental Indenture, the Amended
Indenture is in all respects ratified and confirmed, and the Original Indenture and all said
indentures supplemental thereto including this Supplemental Indenture, shall be read, taken,
and considered as one instrument, and the Company agrees to conform to and comply with all
and singular the terms, provisions, covenants, and conditions set forth therein and herein.
PART VIII
In case any one or more of the provisions contained in this Supplemental
Indenture should be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provisions contained in this
Supplemental Indenture, and, to the extent and only to the extent that any such provision is
invalid, illegal, or unenforceable, this Supplemental Indenture shall be construed as if
such provision had never been contained herein.
PART IX
This Supplemental Indenture may be simultaneously executed and delivered in
any number of counterparts, each of which, when so executed and delivered, shall be deemed
to be an original.
Page 6
IN WITNESS WHEREOF, the Company has caused its corporate name and seal to be
hereunto affixed and this Supplemental Indenture to be signed by its Chairman of the Board,
its Chief Executive Officer, its President, or one of its Vice Presidents and attested by
the signature of its Secretary or one of its Assistant Secretaries, for and in its behalf;
said The Bank of New York Trust Company, N.A. has caused its name to be hereunto affixed,
and this Supplemental Indenture to be signed, by one of its Vice Presidents or Assistant
Vice Presidents or Agents; and said ▇. ▇. ▇▇▇▇▇▇▇ has hereunto executed this Supplemental
Indenture; all as of the day and year first above written. Executed in counterparts and in
multiple.
SOUTHERN CALIFORNIA EDISON COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Vice President and Treasurer
Attest:
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
(Seal)
THE BANK OF NEW YORK TRUST COMPANY,
N.A., Trustee
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
/S/ ▇. ▇. ▇▇▇▇▇▇▇
-----------------------------------
▇. ▇. ▇▇▇▇▇▇▇
Trustee
Page 7
STATE OF CALIFORNIA }
} ss.
COUNTY OF LOS ANGELES }
On this 12th day of December, 2005, before me, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a Notary Public,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to
the within instrument and acknowledged to me that they executed the same in their authorized
capacities, and that by their signatures on the instrument the persons, or the entity on
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
----------------------------------
Notary Public, State of California
(Seal)
My Commission expires on December 31, 2008.
Page 8
STATE OF ILLINOIS }
}ss.
COUNTY OF ▇▇▇▇ }
On this 12th day of December, 2005, before me, ▇. ▇▇▇▇▇▇▇, a Notary Public,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Vice President of THE BANK OF NEW YORK TRUST
COMPANY, N.A., Trustee, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and that by her
signature on the instrument the person, or entity on behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/S/ ▇. ▇▇▇▇▇▇▇
----------------------
Notary Public
(Seal)
My Commission expires on January 22, 2009.
STATE OF ILLINOIS }
} ss.
COUNTY OF ▇▇▇▇ }
On this 12th day of December, 2005, before me, ▇. ▇▇▇▇▇▇▇, a Notary Public,
personally appeared ▇. ▇. ▇▇▇▇▇▇▇, Trustee, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or entity on behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
/S/ ▇. ▇▇▇▇▇▇▇
--------------------------------
Notary Public, State of Illinois
(Seal)
My Commission expires on January 22, 2009.