5.48% First Mortgage Bonds due 2018, Series LLL

EXHIBIT 4.16

EXECUTION COPY

5.48% First Mortgage Bonds due 2018, Series LLL

Supplemental Mortgage of Chattels

and

Trust Indenture

(Fifty-Fourth Supplemental Indenture)

CALIFORNIA WATER SERVICE COMPANY

to

U.S. BANK NATIONAL ASSOCIATION

as

Trustee

Dated as of April 17, 2009

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			4
SECTION 1.01 DEFINITIONS			4
ARTICLE II CERTAIN TERMS AND ISSUANCE OF THE SERIES LLL BONDS			6
SECTION 2.01. Designation of Series LLL Bonds			6
SECTION 2.02. Aggregate Principal Amount			6
SECTION 2.03. Form; Payment of Interest and Principal on Series LLL Bonds			6
SECTION 2.04. Parent Guarantee			7
SECTION 2.05.Transfer Expenses			7
ARTICLE III OPTIONAL REDEMPTION			7
SECTION 3.01. Optional Redemption with Premium			7
SECTION 3.02. Optional Redemption at Par in Event of Condemnation			7
SECTION 3.03.Pro Rata Redemption			7
ARTICLE IV ADDITIONAL PROVISIONS APPLICABLE TO SERIES LLL BONDS			7
SECTION 4.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements			7
SECTION 4.02. Maintenance, Repairs, Replacements and Depreciation Reserve			8
SECTION 4.03. Consent to Waiver of Event of Default under Other Series of Bonds			8
SECTION 4.04. Most Favored Nation Provision			8
SECTION 4.05. Delivery of Financial Statements to Holders of Series LLL Bonds			8
SECTION 4.06. Affiliate Transactions			9
SECTION 4.07. Request for Rating			9

		Page
ARTICLE V MISCELLANEOUS			10
SECTION 5.01. Notice			10
SECTION 5.02. Amendment and Supplement			10
SECTION 5.03. Conflicts			10
SECTION 5.04. Governing Law			10
SECTION 5.05. Counterparts			10
SECTION 5.06. Ratification			10
SECTION 5.07. Severability			10
SECTION 5.08. Trustee and Supplemental Indenture			10
Exhibits
EXHIBIT A     —     FORM OF SERIES LLL BONDS			A-1
EXHIBIT B     —     RECORDATION OF RESIGNATIONS			B-1
EXHIBIT C     —     RECORDATION OF FIRST THROUGH FIFTY-THIRD SUPPLEMENTAL INDENTURES			C-1
EXHIBIT D              FORM OF PARENT GUARANTEE			D-1

FIFTY-FOURTH SUPPLEMENTAL MORTGAGE OF CHATTELS and TRUST INDENTURE (this “Supplemental Indenture”) dated as of April 17, 2009, between CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), having its Corporate Trust Office at One California Street, Suite 2100, San Francisco, CA 94111.

RECITALS

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

County of		Date of		Volume of Official Records		Page at Which
City and County		Recordation		(except as noted)		Record Commences
Contra Costa		May 2, 1928		141		7
City and County of San Francisco		May 3, 1928		1637		346
Glenn		May 2, 1928		62		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 B, which is annexed hereto and hereby made a part hereof, (a) Wells Fargo Bank, National Association, resigned as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (b) the Company appointed Bank of America National Trust and Savings Association as successor authenticating trustee to Wells Fargo Bank, National Association, effective August 1, 1983, (c) Bank of America National Trust and Savings Association accepted such appointment as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (d) Security Pacific National Bank resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (e) the Company appointed no successor trustee to said Security Pacific National Bank, (f) Bank of America National Trust and Savings Association as of August 1, 1983 became fully vested with all the estates, properties, rights powers trusts, duties and obligations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, with like effect as if originally named as trustee therein, (g) Bank of America National Trust and Savings Association resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by First through Thirty-First Supplemental Indentures, effective December 15, 1995, (h) the Company appointed, with the concurrence of a majority of the Holders, First Trust, a subsidiary of First Trust Bank System of Minneapolis, as successor trustee to Bank of America National Trust and Savings Association, effective December 15, 1995, (i) First Trust, a subsidiary of First Trust Bank System of Minneapolis, accepted such appointment as trustee under the Original Base Indenture, as supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, (j) First Trust Bank System of Minneapolis merged with U. S. Bank Trust National Association, effective August 1, 1997; as a result of said merger, the corporate name became U. S. Bank Trust National Association, effective March 30, 1998, (k) effective January 10, 2002, U. S. Bank Trust National Association merged into U. S. Bank National Association and (l) U. S. Bank National Association became the trustee under the Original Base Indenture, as therefore supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures referred to below, said Original Base Indenture as so supplemented, amended and modified being hereinafter called the “Original Indenture;” and

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

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

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

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

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

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

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

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

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

     WHEREAS, this Supplemental Indenture is being filed concurrently with, among other Supplemental Indentures, the Thirty-ninth, Fortieth, Forty-second, Forty-fourth, Forty-ninth and Fiftieth Supplemental Indentures; and

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

     WHEREAS, the Company has heretofore issued $10,000,000 aggregate principal amount of 5.48% Series L Senior Notes due March 1, 2018 (the “Senior Unsecured Notes”) pursuant to the Tenth Supplement dated as of February 15, 2003 to a Note Agreement dated as of March 1, 1999, (the “Note Agreement”); and

     WHEREAS, pursuant to Section 5.14 of the Note Agreement, upon issuance of an additional series of Bonds under the Original Indenture, concurrently with the issuance of such Bonds, the Company shall exchange all outstanding Senior Unsecured Notes for a new series of Bonds under the Base Indenture; and

     WHEREAS, the Senior Unsecured Notes shall be exchanged for the Bonds issued under and pursuant to this Supplemental Indenture.

     NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

     SECTION 1.01 DEFINITIONS

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

     “Called Principal” means, with respect to any Series LLL Bond, the principal of such Series LLL Bond that is to be prepaid pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

     “Closing Date” means April 17, 2009.

     “Condemnation” with respect to any property shall have occurred if all or any portion of such property shall have been condemned or taken for any public or quasi-public use under any governmental law, order, or regulation or by right of eminent domain or sold to a municipality or other public body or agency or any other entity having the power of eminent domain or the right to purchase or order the sale of such property (a “Condemning Authority”), or any third-party designated by any such Condemning Authority, under threat of condemnation.

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

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

     “Make-Whole Amount” means, with respect to any Series LLL Bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series LLL Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

     “Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.

     “Nationally Recognized Rating Agency” means and includes Moody’s Investors Service, Inc., (“Moody’s”) Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., (“S&P”), DBRS Limited (“DBRS”) or Fitch/BCA Duff & Phelps Ltd (“Fitch”) and any of their successors or any similar rating agency.

     “Reinvestment Yield” means, with respect to the Called Principal of any Series LLL Bond, .50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

     In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series LLL Bond.

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

     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Series LLL Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series LLL Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture or under Section 7.01 of the Base Indenture, as the context requires.

     “Series LLL Bonds” means the $10,000,000 aggregate principal amount of 5.48% First Mortgage Bonds due March 1, 2018, Series LLL, authenticated and delivered under this Supplemental Indenture.

     “Settlement Date” means, with respect to the Called Principal of any Series LLL Bond, the date on which such Called Principal is to be prepaid pursuant to Section 3.01 of this Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

     “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 SERIES LLL BONDS

     SECTION 2.01. Designation of Series LLL 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 LLL 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 “5.48% First Mortgage Bonds due 2018, Series LLL.”

     SECTION 2.02. Aggregate Principal Amount.

     The aggregate principal amount of the Series LLL Bonds which may be authenticated and delivered pursuant to this Supplemental Indenture is $10,000,000, except for Series LLL 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 LLL Bonds.

     (a) General. Without limiting the foregoing provisions of this Article II, the Series LLL Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto. The Series LLL Bonds will be issued in denominations of $1,000 and integral multiples thereof. To the extent that any provision of the Definitive Bonds representing the Series LLL 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 Series LLL Bonds. The Series LLL Bonds will mature on March 1, 2018 and will bear interest at the rate of 5.48% per annum. Interest on the Series LLL Bonds will be payable semi-annually in arrears on March 1 and September 1 of each year to the Holders thereof at the close of business on the immediately preceding February 15 and August 15 of each year. Interest on the Series LLL 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; provided that for purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) any overdue installment of interest shall bear interest at the rate of 7.48% per annum after the date due, whether by acceleration or otherwise, until paid. In addition, after the occurrence and during the continuation of any other Event of Default under the Base Indenture or this Supplemental Indenture, all amounts owing under the Series LLL Bonds shall, to the extent permitted by applicable law, bear additional interest at the rate of 7.48% per annum.

     (c) Payment of Make-Whole Amount upon Acceleration of Series LLL Bonds. Upon the acceleration of the Series LLL Bonds pursuant to Section 7.01 of the Base Indenture, such Series LLL Bonds shall forthwith mature and the entire unpaid principal amount of such Bonds, plus all accrued and unpaid interest thereon and the Make-Whole Amount determined in respect of the Called Principal (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each Holder of a Series LLL Bond has the right to maintain its investment in the Series LLL Bonds free from repayment by the Company (except as specifically provided for by the terms of the Series LLL Bonds), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series LLL Bonds are prepaid or accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

     SECTION 2.04. Parent Guarantee.

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

     SECTION 2.05. Transfer Expenses.

     Notwithstanding anything to the contrary in the Base Indenture, (i) the Company shall bear all expenses in connection with the preparation, issue, delivery and transfers of the Series LLL Bonds, (ii) if the Holder is an insurance company, its own agreement of indemnity shall be deemed to be satisfactory indemnity and security when required or requested by the Company and (iii) in the case of lost, stolen, destroyed or mutilated Series LLL Bonds, the Company at its expense (including payment by it of any governmental charges and other expenses, including those of the Trustee) shall execute and deliver new Series LLL Bonds of like tenor and principal amount, dated and bearing interest from the date to which interest has been paid on such lost, stolen, destroyed or mutilated Series LLL Bond.

ARTICLE III
OPTIONAL REDEMPTION

     SECTION 3.01. Optional Redemption with Premium.

     Upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege, at any time and from time to time, of redeeming the Outstanding Series LLL Bonds, either in whole or in part (but if in part then in a minimum principal amount of $100,000) by redemption of the principal amount of the Series LLL Bonds, or portion thereof to be redeemed, and accrued interest thereon to the Redemption Date, together with a premium equal to the Make-Whole Amount, determined as of five Business Days prior to the Redemption Date pursuant to this Section 3.01.

     SECTION 3.02. Optional Redemption at Par in Event of Condemnation.

     In the event a Material Condemnation shall have occurred with respect to any property of the Company, then upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege of applying the proceeds of any condemnation award received in connection with such Material Condemnation to the redemption of the principal amount of the Series LLL Bonds then outstanding, or any portion thereof to the extent of such proceeds, together with accrued interest thereon to the Redemption Date. Any optional redemption made pursuant to this Section 3.02 shall be without premium.

     SECTION 3.03. Pro Rata Redemption.

     Neither the Company nor any Affiliate thereof, directly or indirectly, may repurchase or redeem or make any offer to repurchase or redeem any Series LLL Bonds unless an offer has been made to repurchase or redeem Series LLL Bonds, on a pro rata basis unless otherwise required by law or applicable stock exchange requirements, from all Holders of the Series LLL Bonds at the same time and upon the same terms.

ARTICLE IV
ADDITIONAL PROVISIONS APPLICABLE TO SERIES LLL BONDS

     SECTION 4.01. Limitations on Issuance of Bonds Against Expenditures for Maintenance and Replacements.

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

excess of cost of such Substituted Property, and such excess only, shall be deemed Permanent Improvements, Extensions or Additions, for which Bonds may be authenticated and delivered under Section 2.02 of the Base Indenture.

     SECTION 4.02. Maintenance, Repairs, Replacements and Depreciation Reserve.

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

     SECTION 4.03. Consent to Waiver of Event of Default under Other Series of Bonds.

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

     SECTION 4.04. Most Favored Nation Provision.

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

     SECTION 4.05. Delivery of Financial Statements to Holders of Series LLL Bonds.

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

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

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

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

          (iv) Within 45 calendar days after the end of the first, second and third quarterly accounting periods in each fiscal year and within 90 calendar days after the end of each fiscal year, a certificate signed by the

President or a Vice President and the Chief Financial Officer of the Company to the effect that the Company is not in Default under the Base Indenture or under this Supplemental Indenture or, if there are such Defaults then in existence, describing the nature thereof.

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

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

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

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

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

     (b) The Holders of the Series LLL Bonds may deliver copies of the information or reports furnished to it pursuant to this Section 4.05 or any other provision of this Supplemental Indenture, to any regulatory body or commission to whose jurisdiction the Holder may be subject and to any prospective purchaser of any of the Bonds who is an institutional investor.

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

     SECTION 4.06. Affiliate Transactions.

     Except with respect to a wholly-owned Subsidiary, the Company shall not enter into any transaction, including, without limitation, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate except in the ordinary course of and pursuant to the reasonable requirements of the Company’s business and upon fair and reasonable terms no less favorable than it would obtain in a comparable arm’s-length transaction with a person not an Affiliate. For purposes of this Section 4.06, “Affiliate” shall mean a Person who directly or indirectly through one or more financial intermediaries controls, or is controlled by, or is under common control with the Company, or who beneficially owns or holds 5% or more of the outstanding common stock or equity of the Company.

     SECTION 4.07. Request for Rating.

     At the request of the holders, the Company shall obtain and provide the holders, within 10 Business Days of the request, a rating of the Series LLL Bonds by S&P or Moody’s; provided that in the event that either (i) the rating of the Series LLL Bonds is less than BBB- or Baa3, as applicable, or (ii) the Series LLL Bonds shall have a rating of less than BBB- or Baa3 (or the equivalent rating for investment grade debt securities) by a Nationally

Recognized Rating Agency, the Company shall within 30 days of obtaining such rating by S&P or Moody’s provide the holders with financial statements of the Company for the most recently ended fiscal year audited by an independent registered public accounting firm of recognized national standing and prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved.

ARTICLE V
MISCELLANEOUS

     SECTION 5.01. Notice.

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

     SECTION 5.02. Amendment and Supplement.

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

     SECTION 5.03. Conflicts.

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

     SECTION 5.04. Governing Law.

     This Supplemental Indenture and the Series LLL 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 5.05. 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 5.06. 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 5.07. Severability.

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

     SECTION 5.08. Trustee and Supplemental Indenture.

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

[Signature Pages Follow]

SIGNATURES

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

		CALIFORNIA WATER SERVICE COMPANY
		By:		/s/ Lynne McGhee
		Name:		Lynne McGhee
		Title:		Corporate Secretary
		U.S. BANK NATIONAL ASSOCIATION, as Trustee
		By:		/s/ Myrna P. Choroski
		Name:		Myrna P. Choroski
		Title:		Vice President

SIGNATURE PAGE TO FIFTY-FOURTH SUPPLEMENTAL INDENTURE

State of California			)

County of		Santa Clara	)

On 4/15/09 before me, Mark Shea, a Notary Public, personally appeared Lynne McGhee, 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/ Mark Shea                                                  (Seal)

State of California			)

County of		Santa Clara	)

On 4/15/09 before me, Mark Shea, a Notary Public, personally appeared Myrna P. Choroski, 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/ Mark Shea                                                 (Seal)

EXHIBIT A

FORM OF SERIES LLL BOND

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

CALIFORNIA WATER SERVICE COMPANY

5.48% First Mortgage Bonds due 2018, Series LLL

No. ___		$10,000,000

     CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [      ], or its registered assigns, the principal sum of $10,000,000 in U.S. Dollars on March 1, 2018.

		Interest Payment Dates:		March 1 and September 1
		Record Dates:		February 15 and August 15

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

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

		CALIFORNIA WATER SERVICE COMPANY
		By
		Name:
		Title:

Attest:

                                                            
Name:
Title:

[Authentication Page to Follow]

CERTIFICATE OF AUTHENTICATION

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

Dated:			U.S. BANK NATIONAL ASSOCIATION, As Trustee
			By
				Authorized Signatory

[FORM OF REVERSE SIDE OF BOND]

5.48% First Mortgage Bonds due 2018, Series LLL

     1. INTEREST

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

     The Company shall pay interest semi-annually in arrears on March 1 and September 1 of each year. Interest on the Series LLL 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; provided that for purposes of the first Interest Payment Date after the Closing Date, interest shall also include interest accrued but unpaid with respect to the Senior Unsecured Notes prior to the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

     Overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) any overdue installment of interest shall bear interest at the rate of 7.48% per annum after the date due, whether by acceleration or otherwise, until paid. In addition, after the occurrence and during the continuation of any other Event of Default under the Base Indenture or the Supplemental Indenture, all amounts owing under the Series LLL Bonds shall, to the extent permitted by applicable law, bear additional interest at the rate of 7.48% per annum.

     2. METHOD OF PAYMENT

     The Company shall pay interest on the Series LLL Bonds to the Persons who are registered Holders of Series LLL Bonds at the close of business on the February 15 or August 15 immediately preceding the Interest Payment Date even if Series LLL Bonds are canceled after the Record Date 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 LLL 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 LLL 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 or redemption in full of any Series LLL Bond, the Holder thereof shall surrender such Series LLL 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 LLL 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”; as therefore supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, the “Original Indenture”; the Original 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 Fifty-fourth Supplemental Indenture dated as of April 17, 2009, 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 LLL 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 LLL 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 LLL Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

     5. OPTIONAL REDEMPTION WITH PREMIUM

     Upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege, at any time and from time to time, of redeeming the Outstanding Series LLL Bonds, either in whole or in part (but if in part then in a minimum principal amount of $100,000) by redemption of the principal amount of the Series LLL Bonds, or portion thereof to be redeemed, and accrued interest thereon to the Redemption Date, together with a premium equal to the Make-Whole Amount, determined as of five Business Days prior to the Redemption Date pursuant to this Section 3.01.

     “Called Principal” means, with respect to any Series LLL Bond, the principal of such Series LLL Bond that is to be prepaid pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

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

     “Make-Whole Amount” means, with respect to any Series LLL Bond, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Series LLL Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.

     “Reinvestment Yield” means, with respect to the Called Principal of any Series LLL Bond, .50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

     In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding paragraph, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Series LLL Bond.

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

     “Remaining Scheduled Payments” means, with respect to the Called Principal of any Series LLL Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series LLL Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of the Supplemental Indenture or under Section 7.01 of the Base Indenture, as the context requires.

     “Settlement Date” means, with respect to the Called Principal of any Series LLL Bond, the date on which such Called Principal is to be prepaid pursuant to Section 3.01 of the Supplemental Indenture or has become or is declared to be immediately due and payable under Section 7.01 of the Base Indenture, as the context requires.

     6. OPTIONAL REDEMPTION AT PAR IN EVENT OF CONDEMNATION

     In the event a Material Condemnation shall have occurred with respect to any property of the Company, then upon compliance with the notice provisions set forth in Article IV of the Base Indenture, the Company shall have the privilege of applying the proceeds of any condemnation award received in connection with such Material Condemnation to the redemption of the principal amount of the Series LLL Bonds then outstanding, or any portion thereof to the extent of such proceeds, together with accrued interest thereon to the Redemption Date. Any optional redemption made pursuant to this Section shall be without premium.

     “Condemnation” with respect to any property shall have occurred if all or any portion of such property shall have been condemned or taken for any public or quasi-public use under any governmental law, order, or regulation or by right of eminent domain or sold to a municipality or other public body or agency or any other entity having the power of eminent domain or the right to purchase or order the sale of such property (a “Condemning Authority”), or any third-party designated by any such Condemning Authority, under threat of condemnation.

     “Material Condemnation” shall mean any Condemnation of any property of the Company pursuant to which a condemnation award in excess of $100,000 shall have been received by the Company.

     7. NOTICES OF REDEMPTION

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

     8. ADDITIONAL PROVISIONS APPLICABLE TO SERIES LLL BONDS

     The provisions set forth in Article IV of the Supplemental Indenture are applicable only with respect to, and govern only the terms of, the Series LLL 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 provisions.

     9. DENOMINATIONS; TRANSFER; EXCHANGE

     The Series LLL 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 LLL 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 (A) to issue, to register the transfer of or to exchange any Series LLL Bonds during a period beginning at the opening of business calendar 15 days before the day of any selection of Series LLL Bonds for redemption and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Series LLL Bond so selected for redemption in whole or in part, except the unredeemed portion of any Series LLL Bond being redeemed in part or (C) to register the transfer of or to exchange a Series LLL Bond between a record date and the next succeeding Interest Payment Date.

     10. PERSONS DEEMED OWNERS

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

     11. UNCLAIMED MONEY

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

     12. 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 Supplemental Indenture with respect to the Series LLL Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series LLL Bonds to redemption or maturity, as the case may be.

     13. 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 LLL Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series LLL 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 LLL 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 LLL Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series LLL Bond and of any Series LLL Bond issued in lieu of or exchange, in respect of anything done, omitted or suffered by the Trustee in pursuance thereof.

     14. DEFAULTS AND REMEDIES

     Events of Default are set forth in the Base Indenture and the Supplemental 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.

     Upon the acceleration of the Series LLL Bonds pursuant to Section 7.01 of the Base Indenture, such Series LLL Bonds shall forthwith mature and the entire unpaid principal amount of such Bonds, plus all accrued and unpaid interest thereon and the Make-Whole Amount determined in respect of the Called Principal (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each Holder of a Series LLL Bond has the right to maintain its investment in the Series LLL Bonds free from repayment by the Company (except as specifically provided for by the terms of the Series LLL Bonds), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Series LLL Bonds are prepaid or accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

     Holders may not enforce the Base Indenture, the Supplemental Indenture or the Series LLL Bonds except as provided in the Base Indenture. The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series LLL 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 of the Trustee in good faith determine that withholding notice is in the interest of the Holders.

     15. TRUSTEE DEALINGS WITH THE COMPANY

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

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

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

     17. GOVERNING LAW

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

     18. AUTHENTICATION

     This Series LLL 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 LLL Bond.

     19. ABBREVIATIONS

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

     20. SECURITY INTEREST

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

     21. GUARANTEE

     Parent has guaranteed the obligations under this Series LLL 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 LLL Bond, fill in the form below:

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

EXHIBIT B

     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 (Reel-
City and County		Date of Recordation		Document No.		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 (Reel-
County		Date of Recordation		Document No.		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 C

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

First Supplemental Indenture

Volume of

Page at Which 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

Twelfth Supplemental Indenture

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

Thirteenth Supplemental Indenture

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

Fourteenth Supplemental Indenture

County or				Volume of				Pages At Which
City and County		Date of Recordation		Official Records				Record Commences
Alameda		March 20, 1964		Reel 1155				Image 2
Butte		March 20, 1964			1303				8
Contra Costa		March 20, 1964			4578				360
Fresno		March 20, 1964			4980				337
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			2018				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, 1968			8076				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