ONE HUNDRED NINETEENTH
SUPPLEMENTAL INDENTURE
Southern California Edison Company
to
The Bank of New York Mellon Trust Company, N.A.
and
▇. ▇. ▇▇▇▇▇▇▇,
Trustees
DATED AS OF MARCH 9, 2010
Page 1
This One Hundred Nineteenth Supplemental Indenture, dated as of the 9th day of
March, 2010, 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 Mellon Trust Company, N.A., a national banking association having
its mailing address at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, in the City of ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ (formerly named The Bank of New York Trust Company, N.A., successor Trustee to The
Bank of New York, which was 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 and 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 and 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 eighteen 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,
Page 2
May 1, 1983, December 1, 1984, March 15, 1985, October 1, 1985, October 15, 1985, March 1,
1986, March 15, 1986, April 15, 1986, 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, August 24, 2005, December 12, 2005, January 24, 2006, April 4,
2006, December 4, 2006, January 14, 2008, August 13, 2008, October 9, 2008, and March 18,
2009, 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
2004A 2014 300,000,000
2004B 2034 525,000,000
2004D 2035 79,400,000
2004E 2035 65,000,000
2004F 2015 300,000,000
2004G 2035 350,000,000
2005A 2016 400,000,000
2005B 2036 250,000,000
2005D 2029 203,460,000
2005E 2035 350,000,000
2005F 2035 248,585,000
2006A 2036 350,000,000
2006C 2028 196,000,000
2006D 2033 135,000,000
2006E 2037 400,000,000
2008A 2038 600,000,000
2008B 2018 400,000,000
2008C 2014 500,000,000
2009A 2039 500,000,000
2009B 2014 250,000,000
WHEREAS, the Company proposes presently to issue in fully registered form only,
without coupons, a 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 2010A (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 Eighteenth 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 Nineteenth 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
Page 3
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;
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 2004A, Series 2004B,
Series 2004D, Series 2004E, Series 2004F, Series 2004G, Series 2005A, Series 2005B, Series
2005D, Series 2005E, Series 2005F, Series 2006A, Series 2006C, Series 2006D, Series 2006E,
Series 2008A, Series 2008B, Series 2008C, Series 2009A and Series 2009B, referred to above,
all of said bonds having been heretofore issued and being now outstanding, and the Bonds,
in the initial aggregate principal amount of $500,000,000, 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;
Page 4
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 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.
Page 5
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 Mellon
Trust Company, N.A., Trustee, of a notice in writing (including by 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 (the "Securities Act"), any other laws, any
other rules 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.
The Bonds initially shall be represented by one or more securities in
registered, global form without interest coupons ("Global Bonds"). Each certificate for
Global Bonds shall represent the aggregate principal of outstanding Bonds of a series from
time to time endorsed thereon and the aggregate principal amount of outstanding Bonds of a
series represented thereby may from time to time be reduced or increased, as appropriate,
to reflect exchanges and redemptions. Any endorsement of a Global Bond certificate to
reflect the amount of any increase or decrease in the aggregate principal amount of
outstanding Bonds represented thereby shall be made by The Bank of New York Mellon Trust
Company, N.A., Trustee, as registrar for the Bonds (the "Bond Registrar"), in accordance
with instructions given by the registered holder thereof.
The Company initially appoints The Depository Trust Company ("DTC") to act as
depositary with respect to the Global Bonds (together with any successor, the
"Depositary"). Each certificate representing Global Bonds shall bear a legend in
substantially the following form (the "Global Bond Legend"):
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO SOUTHERN
CALIFORNIA EDISON COMPANY OR ITS AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE and CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE and CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE AND CO., HAS AN INTEREST HEREIN.
Page 6
Beneficial interests in the Global Bonds may not be exchanged for Bonds in
certificated form ("Certificated Bonds") except in the limited circumstances set forth
below in this Supplemental Indenture. Certificates representing Certificated Bonds will
not bear the Global Bond Legend.
PART VI
The transfer and exchange of Global Bonds or beneficial interests in Global
Bonds shall be effected through the Depositary, in accordance with the terms of the Amended
Indenture (including the restriction on transfer set forth herein) and the procedures of
the Depositary.
A Global Bond may be exchanged for Certificated Bonds if (a) the Depositary for
the Global Bond notifies the Company that the Depositary is unwilling or unable to continue
as to act as Depositary for the Global Bond or has ceased to be a clearing agency
registered under the Securities Exchange Act of 1934, and in either case the Company fails
to appoint a successor Depositary within 90 days after delivery of such notice; (b) the
Company notifies the Bond Registrar in writing that it has elected to cause the issuance of
Certificated Bonds; or (c) there has occurred and is continuing a default with respect to
the Bonds under the Amended Indenture. Certificated Bonds delivered in exchange for any
Global Bond or beneficial interests in Global Bonds will be executed by the Company,
authenticated by The Bank of New York Mellon Trust Company, N.A., as Trustee, registered in
the names, and issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures).
When Certificated Bonds are presented to the Bond Registrar with a request to
register the transfer of the Certificated Bonds or to exchange such Certificated Bonds for
an equal principal amount of Certificated Bonds of other authorized denominations, the Bond
Registrar shall register the transfer or make the exchange as requested if its requirements
for such transactions are met.
PART VII
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 VIII
The Series 2010A Bonds need not be issued at the same time and such series may
be reopened at any time, without notice to or the consent of any then-existing holder or
holders of any Bond, for issuances of additional Bonds in an unlimited principal amount.
Any such additional Bonds will have the same interest rate, maturity and other terms as
those of that series initially issued, except for payment of interest accruing prior to the
original issue date of such additional Bonds and, if applicable, for the first interest
payment date following such original issue date.
PART IX
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,
Page 7
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 X
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 XI
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 8
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 Mellon 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 MELLON TRUST
COMPANY, N.A., Trustee
/s/ ▇. ▇▇▇▇▇▇▇▇
Name: ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
/s/ ▇. ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
Trustee
Page 9
STATE OF CALIFORNIA }
} ss.
COUNTY OF LOS ANGELES }
On this 9th day of March, 2010, before me, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, a Notary Public,
personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, who proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within instrument
and acknowledged to me that they executed the same in their authorized capacities, and that
by their signatures on the instrument the persons, or the entity on behalf of which the
persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Notary Public, State of California
(Seal)
My Commission expires on June 8, 2013.
Page 10
STATE OF ILLINOIS }
} ss.
COUNTY OF ▇▇▇▇ }
On this 9th day of March, 2010, before me, ▇▇▇▇▇ ▇▇▇▇▇▇▇, a Notary Public, personally
appeared ▇. ▇▇▇▇▇▇▇▇, Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
Trustee, who proved to me on the basis of satisfactory evidence to be the person whose name
is subscribed to the within instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the instrument the person, or 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 7, 2012.
STATE OF ILLINOIS }
} ss.
COUNTY OF ▇▇▇▇ }
On this 9th day of March, 2010, before me, ▇▇▇▇▇ ▇▇▇▇▇▇▇, a Notary Public, personally
appeared ▇. ▇. ▇▇▇▇▇▇▇, Trustee, who proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged to me that
he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or 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 7, 2012.
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