Fifty-Eighth Supplemental Indenture for 5.50% First Mortgage Bonds due 2040 between California Water Service Company and U.S. Bank National Association

Exhibit 4.1

EXECUTION COPY

5.50% First Mortgage Bonds due 2040, Series PPP

Supplemental Mortgage of Chattels

and

Trust Indenture

(Fifty-eighth Supplemental Indenture)

CALIFORNIA WATER SERVICE COMPANY

to

U.S. BANK NATIONAL ASSOCIATION

as

Trustee

Dated as of November 22, 2010

TABLE OF CONTENTS

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

Exhibits
EXHIBIT A		-		FORM OF SERIES PPP BONDS
EXHIBIT B		-		FORM OF PARENT GUARANTEE
EXHIBIT C		-		RECORDATION OF RESIGNATIONS
EXHIBIT D		-		RECORDATION OF FIRST THROUGH FIFTH-SEVENTH SUPPLEMENTAL INDENTURES

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Date		Name
April 17, 2009		Thirty-ninth Supplemental Indenture
April 17, 2009		Fortieth Supplemental Indenture
April 17, 2009		Forty-first Supplemental Indenture
April 17, 2009		Forty-second Supplemental Indenture
April 17, 2009		Forty-third Supplemental Indenture
April 17, 2009		Forty-fourth Supplemental Indenture
April 17, 2009		Forty-fifth Supplemental Indenture
April 17, 2009		Forty-sixth Supplemental Indenture
April 17, 2009		Forty-seventh Supplemental Indenture
April 17, 2009		Forty-eighth Supplemental Indenture
April 17, 2009		Forty-ninth Supplemental Indenture
April 17, 2009		Fiftieth Supplemental Indenture
April 17, 2009		Fifty-first Supplemental Indenture
April 17, 2009		Fifty-second Supplemental Indenture
April 17, 2009		Fifty-third Supplemental Indenture
April 17, 2009		Fifty-fourth Supplemental Indenture
April 17, 2009		Fifty-fifth Supplemental Indenture
April 17, 2009		Fifty-sixth Supplemental Indenture
April 17, 2009		Fifty-seventh Supplemental Indenture; and

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

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

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01 DEFINITIONS

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

     “Closing Date” means November 22, 2010.

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

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

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

ARTICLE II
CERTAIN TERMS AND ISSUANCE OF THE BONDS

     SECTION 2.01. Designation of Bonds.

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

     SECTION 2.02. Aggregate Principal Amount.

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

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

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

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

     SECTION 2.04. Parent Guarantee.

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

ARTICLE III
REDEMPTION, SINKING FUND

     SECTION 3.01. Redemption.

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

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

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

     SECTION 3.02. Sinking Fund

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

ARTICLE IV
MISCELLANEOUS

     SECTION 4.01. Notice.

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

     SECTION 4.02. Amendment and Supplement.

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

     SECTION 4.03. Conflicts.

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

     SECTION 4.04. Governing Law.

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

     SECTION 4.05. Counterparts.

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

     SECTION 4.06. Ratification.

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

     SECTION 4.07. Severability.

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

     SECTION 4.08. Trustee and Supplemental Indenture.

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

[Signature Pages Follow]

SIGNATURES

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

SIGNATURE PAGE TO FIFTY-EIGHTH SUPPLEMENTAL INDENTURE

State of California              )

County of Santa Clara)

On November 18, 2010 before me, Dorit Chapman, a Notary Public, personally appeared Martin Kropelnicki, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Dorit Chapman (Seal)

State of California              )

County of San Francisco)

On November 19, 2010 before me, Danielle Fung, a Notary Public, personally appeared Marianne Diaz, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Danielle Fung (Seal)

EXHIBIT A

FORM OF SERIES PPP BOND

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

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

CALIFORNIA WATER SERVICE COMPANY

5.50% First Mortgage Bonds due 2040, Series PPP
CUSIP No. 130789 AF7

No. [_]		$100,000,000

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

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

     Record Dates: May 15 and November 15

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

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

Attest:

[Authentication Page to Follow]

CERTIFICATE OF AUTHENTICATION

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

[FORM OF REVERSE SIDE OF SERIES PPP BOND]

5.50% First Mortgage Bonds due 2040, Series PPP

     1. INTEREST

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

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

     2. METHOD OF PAYMENT

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

     3. PAYING AGENT AND REGISTRAR

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

     4. INDENTURE

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

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

     5. REDEMPTION; SINKING FUND

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

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

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

     6. DENOMINATIONS; TRANSFER; EXCHANGE

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

     7. PERSONS DEEMED OWNERS

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

     8. UNCLAIMED MONEY

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

     9. DISCHARGE AND DEFEASANCE

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

     10. AMENDMENT, WAIVER

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

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

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

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

     11. DEFAULTS AND REMEDIES

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

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

     12. TRUSTEE DEALINGS WITH THE COMPANY

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

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

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

     14. GOVERNING LAW

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

     15. AUTHENTICATION

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

     16. ABBREVIATIONS

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

     17. SECURITY INTEREST

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

     18. GUARANTEE

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

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

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

ASSIGNMENT FORM

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

I or we assign and transfer this Series PPP Bond to

     

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

     

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

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

Date:                      Your Signature:                                         

Signature Guarantee:
				(Signature must be guaranteed by a
				participant in a recognized signature
				guarantee medallion program)

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

SCHEDULE OF EXCHANGES OF INTEREST IN GLOBAL BOND

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

Date of Exchange		Amount of decrease in Principal Amount of this Global Bond		Amount of increase in Principal Amount of this Global Bond		Principal amount of this Global Bond following such decrease or increase		Signature of authorized signatory of Trustee or Notes Custodian

EXHIBIT B

FORM OF PARENT GUARANTEE

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     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)  ###-###-####
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.

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

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

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

EXHIBIT D

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

First Supplemental Indenture

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

Second Supplemental Indenture

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

Third Supplemental Indenture

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

Fourth Supplemental Indenture

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

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

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

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

Twelth Supplemental Indenture

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

Thirteenth Supplemental Indenture

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

Fourteenth Supplemental Indenture

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

Fifteenth Supplemental Indenture

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

Sixteenth Supplemental Indenture

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

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

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
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
City and County of San Francisco		December 27, 1972			B712				733
San Joaquin		December 27, 1972			3721				269
San Mateo		December 27, 1972			6296				161
Santa Clara		December 27, 1972			0171				76
Solano		December 27, 1972			1797				577
Sonoma		December 27, 1972			2722				830
Tulare		December 27, 1972			3078				165
Ventura		November 15, 1983		Doc. No. 130192
Yuba		December 27, 1972			547				205

Twenty-fourth Supplemental Indenture

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

Twenty-fifth Supplemental Indenture

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

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