EXHIBIT 4.01
AMERICAN STATES WATER COMPANY
AND
CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
TRUSTEE
-------------------
INDENTURE
Dated as of December 1, 1998
-------------------
DEBT SECURITIES
PARTIAL CROSS-REFERENCE TABLE
Indenture Section TIA Section
2.04.......................................... 317(b)
2.05.......................................... 312(a)
2.10.......................................... 316(a) (last sentence)
4.04......................................... 314(a)(4)
4.05......................................... 314(a)(1)
6.04..........................................316(a)(1)(B)
6.05..........................................316(a)(1)(A)
6.07..........................................317(a)(1)
7.04.......................................... 315(b)
7.05.......................................... 313(a)
7.05.......................................... 313(d)
7.07..........................................310(a), 310(b)
7.10..........................................310(b)(1)
8.02..........................................310(a), 310(b)
9.04.......................................... 316(c)
10.01......................................... 318(a)
10.02......................................... 313(c)
10.03......................................... 314(c)(1)
314(c)(2)
10.04......................................... 314(e)
ARTICLE 1 - DEFINITIONS. . . . . . . . . . . . . . . . .. . . 1
SECTION 1.01 Definitions. . . . . . . . . . . . . .. . . 1
SECTION 1.02 Other Definitions. . . . . . . . . . .. . . 2
SECTION 1.03 Rules of Construction. . . . . . . . .. . . 2
ARTICLE 2 - THE SECURITIES. . . . . . . . . . . . . . . . . . 3
SECTION 2.01 Issuable in Series . . . . . . . . . .. . . 3
SECTION 2.02 Execution and Authentication. . . . . .. . . 4
SECTION 2.03 Securities Agents. . . . . . . . . . .. . . 5
SECTION 2.04 Paying Agent to Hold Money in Trust. .. . . 5
SECTION 2.05 Securityholder Lists. . . . . . . . . . . . 5
SECTION 2.06 Transfer and Exchange . . . . . . . . .. . . 6
SECTION 2.07 Replacement Securities. . . . . . . . .. . . 6
SECTION 2.08 Outstanding Securities. . . . . . . . .. . . 6
SECTION 2.09 Discounted Securities. . . . . . . . .. . . 7
SECTION 2.10 Treasury Securities. . . . . . . . . .. . . 7
SECTION 2.11 Global Securities. . . . . . . . . . .. . . 7
SECTION 2.12 Temporary Securities. . . . . . . . . . . . 7
SECTION 2.13 Cancellation. . . . . . . . . . . . . .. . . 8
SECTION 2.14 Defaulted Interest. . . . . . . . . . .. . . 8
ARTICLE 3 - REDEMPTION.. . . . . . . . . . . . . . . . .. . . 8
SECTION 3.01 Notices to Trustee. . . . . . . . . . .. . . 8
SECTION 3.02 Selection of Securities to Be Redeemed.. . . 8
SECTION 3.03 Notice of Redemption. . . . . . . . . .. . . 9
SECTION 3.04 Effect of Notice of Redemption. . . . .. . . 9
SECTION 3.05 Payment of Redemption Price. . . . . .. . . 9
SECTION 3.06 Securities Redeemed in Part. . . . . .. . . 10
ARTICLE 4 - COVENANTS. . . . . . . . . . . . . . . . . .. . . 10
SECTION 4.01 Certain Definitions. . . . . . . . . .. . . 10
SECTION 4.02 Payment of Securities. . . . . . . . .. . . 10
SECTION 4.03 Overdue Interest. . . . . . . . . . . . . . 10
SECTION 4.04 No Lien Created, etc.. . . . . . . . .. . . 10
SECTION 4.05 Compliance Certificate. . . . . . . . .. . .11
SECTION 4.06 SEC Reports. . . . . . . . . . . . . .. . . 11
ARTICLE 5 - SUCCESSORS. . . . . . . . . . . . . . . . . . . . 11
SECTION 5.01 When Company May Merge, etc. . . . . . .. . .11
ARTICLE 6 - DEFAULTS AND REMEDIES. . . . . . . . . . . .. . . 11
SECTION 6.01 Events of Default. . . . . . . . . . .. . . 11
SECTION 6.02 Acceleration. . . . . . . . . . . . . . . .13
SECTION 6.03 Other Remedies. . . . . . . . . . . . .. . .13
SECTION 6.04 Waiver of Past Defaults. . . . . . . .. . . 13
SECTION 6.05 Control by Majority. . . . . . . . . .. . . 14
SECTION 6.06 Limitation on Suits. . . . . . . . . .. . . 14
SECTION 6.07 Collection Suit by Trustee. . . . . . . . . 14
SECTION 6.08 Priorities. . . . . . . . . . . . . . .. . .15
ARTICLE 7 - TRUSTEE.. . . . . . . . . . . . . . . . . . .. . .15
SECTION 7.01 Rights of Trustee. . . . . . . . . . .. . . 15
SECTION 7.02 Individual Rights of Trustee. . . . . .. . .16
SECTION 7.03 Trustee's Disclaimer. . . . . . . . . .. . .17
SECTION 7.04 Notice of Defaults. . . . . . . . . . .. . .17
SECTION 7.05 Reports by Trustee to Holders. . . . .. . . 17
SECTION 7.06 Compensation and Indemnity. . . . . . .. . .17
SECTION 7.07 Replacement of Trustee. . . . . . . . .. . .18
SECTION 7.08 Successor Trustee by Xxxxxx, etc.. . .. . . 19
SECTION 7.09 Trustee's Capital and Surplus. . . . .. . . 19
ARTICLE 8 - DISCHARGE OF INDENTURE.. . . . . . . . . . .. . . 19
SECTION 8.01 Defeasance. . . . . . . . . . . . . . .. . .19
SECTION 8.02 Conditions to Defeasance. . . . . . . .. . .20
SECTION 8.03 Application of Trust Money. . . . . . .. . .20
SECTION 8.04 Repayment to Company. . . . . . . . . .. . .21
ARTICLE 9 - AMENDMENTS.. . . . . . . . . . . . . . . . .. . . 21
SECTION 9.01 Without Consent of Holders. . . . . . .. . .21
SECTION 9.02 With Consent of Holders. . . . . . . .. . . 21
SECTION 9.03 Compliance with Trust Indenture Act. .. . . 22
SECTION 9.04 Effect of Consents. . . . . . . . . . .. . .22
SECTION 9.05 Notation on or Exchange of Securities.. . . 22
SECTION 9.06 Trustee Protected. . . . . . . . . . .. . . 23
ARTICLE 10 - MISCELLANEOUS.. . . . . . . . . . . . . . .. . . 23
SECTION 10.01 Trust Indenture Act. . . . . . . . . .. . .23
SECTION 10.02 Notices. . . . . . . . . . . . . . . .. . .23
SECTION 10.03 Certificate and Opinion as to Conditions
Precedent. . . . . . . . . . . . . . .. . .24
SECTION 10.04 Statements Required in Certificate or
Opinion. . . . . . . . . . . . . . . .. . .24
SECTION 10.05 Rules by Company and Agents. . . . . .. . .24
SECTION 10.06 Legal Holidays. . . . . . . . . . . .. . . 25
SECTION 10.07 No Recourse Against Others. . . . . .. . . 25
SECTION 10.08 Counterparts. . . . . . . . . . . . .. . . 25
SECTION 10.09 Governing Law. . . . . . . . . . . . .. . .26
INDENTURE dated as of December 1, 1998 between AMERICAN STATES
WATER COMPANY, a California corporation ("Company"), and CHASE
MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION, a national
banking association, as trustee ("Trustee").
Each party agrees as follows for the benefit of the Holders of
the Company's debt securities issued under this Indenture:
ARTICLE 1 - DEFINITIONS
SECTION 1.01 Definitions.
"Affiliate" means any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the
Company (other than any trust or other entity subject to the
Employee Retirement Income Security Act of 1974, as amended from
time to time and any successor statute).
"Agent" means any Registrar, Transfer Agent or Paying Agent
with respect to the Securities.
"Board" means the Board of Directors of the Company or any
authorized committee of the Board.
"Company" means the party named as such above until a successor
replaces it and thereafter means the successor.
"Default" means any event which is, or after notice or passage
of time would be, an Event of Default.
"Discounted Security" means a Security where the amount of
principal due upon acceleration is less than the stated principal amount.
"Holder" or "Securityholder" means the person in whose name a
Security is registered as to principal and interest by the Registrar.
"Indenture" means this Indenture and any Securities Resolution
as amended or supplemented from time to time.
"Officer" means the Chairman, the President, the Chief
Financial Officer, any Executive Vice-President, any Senior Vice-
President, any Vice-President, the Treasurer, the Secretary, any
Assistant Treasurer, or any Assistant Secretary of the Company.
"Officers' Certificate" means a certificate signed by two
Officers or by an Officer.
"Opinion of Counsel" means a written opinion from legal counsel
who is reasonably acceptable to the Trustee. The counsel may be
an employee of or counsel to the Company or the Trustee.
"principal" of a debt security means the principal of the
security plus the premium, if and when applicable, on the security.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under this
Indenture.
"Securities Resolution" means a resolution authorizing a series
of Securities adopted by the Board.
"series" means a series of Securities or the Securities of the
series.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Section 77aaa-77bbbb) as in effect on the date shown above.
"Trustee" means the party named as such above until a successor
replaces it and thereafter means the successor.
"Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.
"United States" means the United States of America, its
territories and possessions and other areas subject to its
jurisdiction.
SECTION 1.02 Other Definitions.
Term Defined in Section
"Indenture" 7.02
"Bankruptcy Law" 6.01
"Custodian" 6.01
"Event of Default" 6.01
"Legal Holiday" 10.06
"Lien" 4.01
"Paying Agent" 2.03
"Registrar" 2.03
"Subsidiary" 4.01
"Transfer Agent" 2.03
"U.S. Government Obligations" 3.02
"Voting Stock" 4.01
"Yield to Maturity" 4.01
SECTION 1.03 Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally
accepted accounting principles in the United States;
(3) generally accepted accounting principles are those
applicable from time to time;
(4) all terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or
defined by SEC rule under the TIA have the meanings
assigned to them by such definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in the
plural include the singular.
ARTICLE 2 - THE SECURITIES
SECTION 2.01 Issuable in Series.
The aggregate principal amount of Securities that may be issued
under this Indenture is unlimited. The Securities may be issued
from time to time in one or more series. Each series shall be
created by a Securities Resolution or a supplemental indenture that
establishes the terms of the series, which may include the
following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate or rates, if any, or method of
calculating the interest rate or rates;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on Securities;
(6) the dates when principal and interest are payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemption by the
Company or by the Holder;
(11) the denominations in which Securities are issuable;
(12) whether and upon what terms Securities may be exchanged;
(13) the terms on which Securities may be converted;
(14) whether any Securities will be represented by a Security
in global form and the terms of any global Security;
(15) if amounts of principal or interest may be determined by
reference to an index, formula or other method, the
manner for determining such amounts;
(16) provisions for electronic issuance of Securities or for
Securities in uncertificated form;
(17) the amount or portion of principal payable upon
acceleration of a Discounted Security;
(18) any Events of Default or covenants in addition to or in
lieu of those set forth in this Indenture;
(19) whether and upon what terms Securities may be defeased;
(20) the form of the Securities;
(21) any terms that may be required by or advisable under
U.S. or other applicable laws; and
(22) any other terms not inconsistent with this Indenture.
All Securities of one series need not be issued at the same
time and, unless otherwise provided in the Securities Resolution or
supplemental indenture for such series, a series may be reopened for
issuances of additional Securities of such series.
SECTION 2.02 Execution and Authentication.
Two Officers shall sign the Securities by manual or facsimile
signature. The Company's seal shall be reproduced on the
Securities.
If an Officer whose signature is on a Security no longer holds
that office at the time the Security is authenticated or delivered,
the Security shall nevertheless be valid.
A Security shall not be valid until the Security is
authenticated by the manual signature of the Registrar. The
signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.
Each Security shall be dated the date of its authentication.
Securities may have notations, legends or endorsements required
by law, stock exchange rule, agreement or usage.
In the event Securities are issued in electronic or other
uncertificated form, such Securities may be validly issued without
the signatures or seal contemplated by this Section 2.02.
SECTION 2.03 Securities Agents.
The Company shall maintain an office or agency where Securities
may be authenticated ("Registrar"), where Securities may be
presented for registration of transfer or for exchange ("Transfer
Agent") and where Securities may be presented for payment ("Paying
Agent"). Whenever the Company must issue or deliver Securities
pursuant to this Indenture, the Registrar shall authenticate the
Securities at the Company's request contained in an Officer's
Certificate delivered to the Registrar. The Transfer Agent shall
keep a register of the Securities and of their transfer and
exchange.
The Company may appoint more than one Registrar, Transfer Agent
or Paying Agent for a series. The Company shall notify the Trustee
of the name and address of any Agent not a party to this Indenture.
If the Company fails to maintain a Registrar, Transfer Agent or
Paying Agent for a series, the Trustee shall act as such.
SECTION 2.04 Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a series other
than the Trustee to agree in writing that the Paying Agent will hold
in trust for the benefit of the persons entitled thereto all money
held by the Paying Agent for the payment of principal of or interest
on the series, and will notify the Trustee of any default by the
Company in making any such payment.
While any such default continues, the Trustee may require a
Paying Agent to pay all money so held by it to the Trustee. The
Company at any time may require a Paying Agent to pay all money held
by it to the Trustee upon delivery to the Paying Agent of an
Officer's Certificate so stating. Upon payment over to the Trustee
of all money held by it in trust, the Paying Agent shall have no
further liability for the money.
If the Company or an Affiliate acts as Paying Agent for a
series, it shall segregate and hold as a separate trust fund all
money held by it as Paying Agent for the series.
SECTION 2.05 Securityholder Lists.
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the
names and addresses of Securityholders. If the Trustee is not the
Transfer Agent, the Company shall furnish, or cause the Registrar to
furnish, to the Trustee semiannually and at such other times as the
Trustee may reasonably request a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses
of Holders.
SECTION 2.06 Transfer and Exchange.
Where Securities of a series are presented to the Transfer
Agent with a request to register a transfer or to exchange them for
an equal principal amount of Securities of other denominations of
the series, the Transfer Agent shall register the transfer or make
the exchange if its requirements for such transactions are
met. The Transfer Agent need not exchange or register the transfer
of any Security or portion of a Security selected for redemption.
Also, it need not exchange or register the transfer of any
Securities for a period of 15 days before a selection of Securities
to be redeemed.
The Transfer Agent may require a Holder to pay a sum sufficient
to cover any taxes imposed on a transfer or exchange.
SECTION 2.07 Replacement Securities.
If the Holder of a Security claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the
Company or the Trustee that the Security has been acquired by a bona
fide purchaser, the Company shall issue a replacement Security if
the Company and the Trustee receive:
(1) evidence satisfactory to them of the loss, destruction
or taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their expenses and
any taxes for replacing the Security.
Every replacement Security is an additional obligation of the
Company.
SECTION 2.08 Outstanding Securities.
The Securities outstanding at any time are all the Securities
authenticated by the Registrar except for those cancelled by it,
those delivered to it for cancellation, and those described in this
Section as not outstanding.
If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee and the Company receive proof
satisfactory to them that the replaced Security is held by a bona
fide purchaser.
If Securities are considered paid under Section 4.02, they
cease to be outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the Company
or an Affiliate holds the Security.
SECTION 2.09 Discounted Securities.
In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or
consent, the principal amount of a Discounted Security shall be the
amount of principal that would be due as of the date of such
determination if payment of the Security were accelerated on that
date.
SECTION 2.10 Treasury Securities.
In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, waiver or
consent, Securities owned by the Company or an Affiliate shall be
disregarded, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so
owned shall be so disregarded.
SECTION 2.11 Global Securities.
If the Securities Resolution or supplemental indenture so
provides, the Company may issue some or all of the Securities of a
series in temporary or permanent global form. A global Security may
be in registered form, in bearer form with or without coupons or in
uncertificated form. A global Security shall represent that amount
of Securities of a series as specified in the global Security or as
endorsed thereon from time to time. At the Company's request, the
Registrar shall endorse a global Security to reflect the amount of
any increase or decrease in the Securities represented thereby.
The Company may issue a global Security only to a depository
designated by the Company. A depository may transfer a global
Security only as a whole to its nominee or to a successor
depository.
The Securities Resolution or supplemental indenture may
establish, among other things, the manner of paying principal and
interest on a global Security and whether and upon what terms a
beneficial owner of an interest in a global Security may exchange
such interest for definitive Securities.
The Company, an Affiliate, the Trustee and any Agent shall not
be responsible for any acts or omissions of a depository, for any
depository records of beneficial ownership interests or for any
transactions between the depository and beneficial owners.
SECTION 2.12 Temporary Securities.
Until definitive Securities of a series are ready for delivery,
the Company may use temporary Securities. Temporary Securities shall
be substantially in the form of definitive Securities but may have
variations that the Company considers appropriate for temporary
Securities. Temporary Securities may be in global form. Without
unreasonable delay, the Company shall deliver definitive Securities
in exchange for temporary Securities. Until so exchanged, the
temporary Securities are entitled to the same benefits under this
Indenture as definitive Securities.
SECTION 2.13 Cancellation.
The Company at any time may deliver Securities to the Registrar
for cancellation. The Transfer Agent and the Paying Agent shall
forward to the Registrar any Securities surrendered to them for
payment, exchange or registration of transfer. The Registrar shall
cancel all Securities surrendered for payment, registration of
transfer, exchange or cancellation which have been received by it.
The Registrar shall destroy cancelled Securities unless the Company
otherwise directs.
Unless the Securities Resolution or supplemental indenture
otherwise provides, the Company may not issue new Securities to
replace Securities that the Company has paid or that the Company has
delivered to the Registrar for cancellation.
SECTION 2.14 Defaulted Interest.
If the Company defaults in a payment of interest on Securities,
it need not pay the defaulted interest to Holders on the regular
record date. The Company may fix a special record date for
determining Holders entitled to receive defaulted interest or the
Company may pay defaulted interest in any other lawful manner.
ARTICLE 3 - REDEMPTION
SECTION 3.01 Notices to Trustee.
Securities of a series that are redeemable before maturity
shall be redeemable in accordance with their terms and, unless the
Securities Resolution or supplemental indenture otherwise provides,
in accordance with this Article.
In the case of a redemption by the Company, the Company shall
notify the Trustee and the Transfer Agent of the redemption date and
the principal amount of Securities to be redeemed. The Company
shall notify the Trustee and Transfer Agent at least 45 days before
the redemption date unless a shorter notice is satisfactory
to the Trustee.
If the Company is required to redeem Securities, it may reduce
the principal amount of Securities required to be redeemed to the
extent it is permitted a credit by the terms of the Securities and
it notifies the Trustee of the amount of the credit and the basis
for it. If the reduction is based on a credit for acquired or
redeemed Securities that the Company has not previously delivered
to the Registrar for cancellation, the Company shall deliver the
Securities at the same time as the notice.
SECTION 3.02 Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be redeemed,
the Trustee shall select the Securities to be redeemed by a method
the Trustee considers fair and appropriate, which shall reflect any
method required by applicable law or stock exchange regulations.
The Trustee shall make the selection from the outstanding Securities
of the series not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities having
denominations larger than the minimum denomination for the series.
Securities and portions thereof selected for redemption shall be in
amounts equal to the minimum denomination for the series or an
integral multiple thereof. Provisions of this Indenture that apply
to Securities called for redemption also apply to portions
of Securities called for redemption. At least 20 days before a
redemption date, the Trustee shall notify the Company, the
Registrar, the Transfer Agent and each Paying Agent of the
Securities to be redeemed and, if a Security is to be redeemed only
in part, the principal amount thereof so to be redeemed.
SECTION 3.03 Notice of Redemption.
At least 20 days but not more than 60 days before a redemption
date, the Company shall mail a notice of redemption by first-class
mail to each Holder whose Securities are to be redeemed.
A notice shall identify the Securities of the series to be
redeemed and shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, in whole or in
part, must be surrendered to the Paying Agent to collect
the redemption price; and
(5) that interest on Securities, or portions thereof,
called for redemption ceases to accrue on and after
the redemption date.
At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at its expense.
SECTION 3.04 Effect of Notice of Redemption.
Except as provided below, once notice of redemption is given,
Securities called for redemption become due and payable on the
redemption date at the redemption price stated in the notice.
A notice of redemption may provide that it is subject to the
occurrence of any event before the date fixed for such redemption as
described in such notice ("Conditional Redemption"), and such notice
of Conditional Redemption shall be of no effect unless all
such conditions to the redemption have occurred on or before such
date or have been waived by the Company in its sole discretion.
SECTION 3.05 Payment of Redemption Price.
On or before the redemption date, the Company shall deposit
with the Paying Agent money sufficient to pay the redemption price
of and accrued interest, if any, on all Securities to be redeemed on
that date.
When the Holder of a Security surrenders it for redemption in
accordance with the redemption notice, the Company shall pay, or
cause the Paying Agent to pay, to the Holder on the redemption date
the redemption price and accrued interest, if any, to such date,
except that the Company will pay any such interest (except defaulted
interest) to Holders on the record date (as such term is defined in
the applicable Securities Resolution) if the redemption date occurs
on an interest payment date (as such term is defined in the
applicable Securities Resolution).
SECTION 3.06 Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the
Company shall deliver or cause the Transfer Agent to deliver to the
Holder a new Security of the same series equal in principal amount
to the unredeemed principal amount of the Security surrendered.
ARTICLE 4 - COVENANTS
SECTION 4.01 Certain Definitions.
"Lien" means any mortgage, pledge, security interest or lien.
"Subsidiary" means a corporation a majority of whose Voting
Stock is owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power under
ordinary circumstances to elect directors.
"Yield to Maturity" means the yield to maturity on a Discounted
Security at the time of its issuance or at the most recent
determination of interest on the Discounted Security.
SECTION 4.02 Payment of Securities.
The Company shall pay the principal of and interest on a series
in accordance with the terms of the Securities for the series and
this Indenture. Principal and interest on a series shall be
considered paid on the date due if the Paying Agent for the series
holds on that date money sufficient to pay all principal and
interest then due on the series.
SECTION 4.03 Overdue Interest.
Unless the Securities Resolution or supplemental indenture
otherwise provides, the Company shall pay interest on overdue
principal of a Security of a series at the rate (or Yield to
Maturity in the case of a Discounted Security) borne by the series;
it shall pay interest on overdue installments of interest at the
same rate or Yield to Maturity to the extent lawful.
SECTION 4.04 No Lien Created, etc.
This Indenture and the Securities do not create a Lien, charge
or encumbrance on any property of the Company or any Subsidiary.
SECTION 4.05 Compliance Certificate.
The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company, a brief certificate
signed on its behalf by the principal executive officer, principal
financial officer or principal accounting officer of the Company, as
to the signer's knowledge of the Company's compliance with all
conditions and covenants under this Indenture as of the end of such
fiscal year (determined without regard to any period of grace or
requirement of notice provided herein).
Any other obligor on the Securities also shall deliver to the
Trustee such a certificate similarly signed as to its compliance
with this Indenture within 120 days after the end of each of its
fiscal years.
SECTION 4.06 SEC Reports.
The Company shall file with the Trustee, within 15 days after
the Company is required to file the same with the SEC, copies of the
annual reports and of the information, documents, and other reports
(or such portions of the foregoing as the SEC may prescribe) which
the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
Any other obligor on the Securities shall do likewise as to the
above items which it is required to file with the SEC pursuant to
those Sections.
ARTICLE 5 - SUCCESSORS
SECTION 5.01 When Company May Merge, etc.
The Company shall not consolidate with or merge into, or
transfer all or substantially all of its assets to, any person
unless:
(1) the person is organized under the laws of the
United States or a State thereof;
(2) the person assumes by supplemental indenture all the
obligations of the Company under this Indenture and the
Securities; and
(3) immediately after the transaction no Default exists.
The successor shall be substituted for the Company, and
thereafter all obligations of the Company under this Indenture and
the Securities shall terminate.
ARTICLE 6 - DEFAULTS AND REMEDIES
SECTION 6.01 Events of Default.
An "Event of Default" on a series occurs if:
(1) the Company defaults in any payment of interest on any
Securities of the series when the same becomes due and
ayable and the Default continues for a period of 60
days;
(2) the Company defaults in the payment of the principal of
any Securities of the series when the same becomes due
and payable at maturity or upon redemption, acceleration
or otherwise and the Default continues for a period of
three business days;
(3) the Company defaults in the payment or satisfaction of
any sinking fund obligation with respect to any
Securities of a series as required by the Securities
Resolution or supplemental indenture establishing such
series and the Default continues for a period of three
business days;
(4) the Company defaults in the performance of any of its
other agreements applicable to the series and the
Default continues for 90 days after the notice
specified below;
(5) the Company pursuant to or within the meaning of any
Bankruptcy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for
relief against it in an involuntary case,
(C) consents to the appointment of a Custodian
for it or for all or substantially all of its
property, or
(D) makes a general assignment for the benefit
of its creditors;
(6) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(A) is for relief against the Company in an
involuntary case,
(B) appoints a Custodian for the Company or
for all or substantially all of its property, or
(C) orders the liquidation of the Company; and
the order or decree remains unstayed and in
effect for 60 days; or
(7) any other Event of Default provided for in the series
occurs.
The term "Bankruptcy Law" means Title 11, U.S. Code or any
similar Federal or State law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or a
similar official under any Bankruptcy Law.
A Default under clause (4) is not an Event of Default until the
Trustee or the Holders of at least 33-1/3% in principal amount of
the series notify the Company of the Default and the Company does
not cure the Default within the time specified after receipt of the
notice. The notice must specify the Default, demand that it be
remedied and state that the notice is a "Notice of Default." If
Holders notify the Company of a Default, they shall notify the
Trustee at the same time.
The failure to redeem any Security subject to a Conditional
Redemption is not an Event of Default if any event on which such
redemption is so conditioned does not occur and is not waived before
the scheduled redemption date.
A Default on any series of Securities shall not constitute a
Default on any other series unless so provided in such other series.
SECTION 6.02 Acceleration.
If an Event of Default occurs and is continuing on a series,
the Trustee by notice to the Company, or the Holders of at least 33-
1/3% in principal amount of the series by notice to the Company and
the Trustee, may declare the principal of and accrued interest on
all the Securities of the series to be due and payable
immediately. Discounted Securities may provide that the amount of
principal due upon acceleration is less than the stated principal
amount.
The Holders of a majority in principal amount of the series by
notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment
or decree and if all existing Events of Default on the series have
been cured or waived except nonpayment of principal or interest that
has become due solely because of the acceleration.
SECTION 6.03 Other Remedies.
If an Event of Default occurs and is continuing on a series,
the Trustee may pursue any available remedy to collect principal or
interest then due on the series, to enforce the performance of any
provision applicable to the series, or otherwise to protect the
rights of the Trustee and Holders of the series.
The Trustee may maintain a proceeding even if it does not
possess any of the Securities or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any
Securityholder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All
remedies are cumulative to the extent permitted by law.
SECTION 6.04 Waiver of Past Defaults.
Unless the Securities Resolution or supplemental indenture
otherwise provides, the Holders of a majority in principal amount of
a series by notice to the Trustee may waive an existing Default or
Event of Default on the series and its consequences except:
(1) an Event of Default under clauses (1), (2) or (3) of
Section 6.01, or
(2) a Default in respect of a provision that under Section
9.02 cannot be amended without the consent of each
Securityholder affected.
SECTION 6.05 Control by Majority.
The Holders of a majority in principal amount of a series may
direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, or of exercising any trust or
power conferred on the Trustee, with respect to the series.
However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture.
SECTION 6.06 Limitation on Suits.
A Securityholder of a series may pursue a remedy with respect
to the series only if:
(1) the Holder gives to the Trustee notice of a continuing
Event of Default on the series;
(2) the Holders of at least 33-1/3% in principal amount of
the series make a request to the Trustee to pursue the
remedy;
(3) such Holder or Holders offer to the Trustee indemnity
satisfactory to the Trustee against any loss, liability
or expense;
(4) the Trustee does not comply with the request within 60
days after receipt of the request and the offer of
indemnity; and
(5) during such 60-day period the Holders of a majority in
principal amount of the series do not give the Trustee
a direction inconsistent with such request.
A Securityholder may not use this Indenture to prejudice the
rights of another Securityholder or to obtain a preference or
priority over another Securityholder.
Notwithstanding any other provision in this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal and (except as
contemplated by Section 2.14) interest on such Security on the
respective stated maturities expressed in such Security and to
institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.
SECTION 6.07 Collection Suit by Trustee.
If an Event of Default in payment of interest, principal or
sinking fund payment specified in Section 6.01(1), (2) or (3) occurs
and is continuing on a series, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company
for the whole amount of principal and interest remaining unpaid
on the series.
SECTION 6.08 Priorities.
If the Trustee collects any money for a series pursuant to this
Article, it shall pay out the money in the following order:
First: to the Trustee for amounts due under Section 7.06;
Second: to Securityholders of the series for amounts due and
unpaid for principal and interest, ratably, without
reference or priority of any kind, according to the
amounts due and payable for principal and interest,
respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to
Securityholders.
ARTICLE 7 - TRUSTEE
SECTION 7.01 Rights of Trustee.
(1) The Trustee may rely on any document believed by it to
be genuine and to have been signed or presented by the
proper person. The Trustee need not investigate any
fact or matter stated in the document.
(2) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of
Counsel. The Trustee shall not be liable for any
action it takes or omits to take in good faith in
reliance on the Certificate or Opinion.
(3) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any
agent appointed with due care, unless such Agent is
affiliated with the Trustee.
(4) The Trustee shall not be liable for any action it
takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section
6.05.
(5) The Trustee may refuse to perform any duty or
exercise any right or power which it reasonably
believes may expose it to any loss, liability or
expense unless it receives indemnity satisfactory to
it against such loss, liability or expense.
(6) The Trustee shall not be liable for interest on
any money received by it except as the Trustee may
agree with the Company. Money held in trust by the
Trustee need not be segregated from other funds except
to the extent required by law.
(7) The Trustee shall have no duty with respect to
a Default unless it has actual knowledge of the
Default.
(8) The Trustee shall not be liable for any action
it takes or omits to take in good faith which it
believes to be authorized and within its powers.
(9) Any Agent shall have the same rights and be
protected to the same extent as if it were Trustee.
(10) The right of the Trustee to perform any
discretionary act specified in or contemplated by
this Indenture shall not be construed as a duty.
(11) The Trustee shall not be required to expend or
risk its own funds or otherwise incur any financial
liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights and
powers.
(12) The Trustee may consult with counsel (who may be
counsel for the Company or for the Holders), and with
other experts, and the written advice or opinion of such
counsel or other experts shall be full and complete
authorization and protection in respect of any action
taken, suffered, or omitted by it hereunder in good
faith and in reliance thereon.
(13) Any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a written
order signed in the name of the Company by any Officer
of the Company and delivered to the Trustee or by
resolution duly adopted by the Board.
(14) Whether or not therein expressly provided, every
provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this
Section.
(15) Except during the continuance of an Event of Default,
the Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee.
SECTION 7.02 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the
Company or an Affiliate with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights.
The Trustee is hereby authorized to act as trustee under that
certain indenture between Southern California Water Company and the
Trustee, dated September 1, 1993 (the "1993 Indenture") notwithstanding
any provisions of this Indenture or the 1993 Indenture affecting the
relative rights of holders of securities issued under such indentures
to payment thereon and to security given to secure such payment. Subject
to the acceptance of appointment by a successor trustee under Section 7.07
of this Indenture and/or Section 7.07 of the 1993 Indenture, as applicable,
the Trustee is further authorized to resign from either or both of its
appointments as Trustee hereunder and as trustee under the 1993 Indenture
in the event that the Trustee determines in good faith that its performance
hereunder or thereunder subjects the Trustee to a conflict of interest.
SECTION 7.03 Trustee's Disclaimer.
The Trustee makes no representation as to the
validity or adequacy of this Indenture or the Securities;it shall not be
accountable for the Company's use of the
proceeds from the Securities; it shall not be responsible
for any statement in the Securities; it shall not be
responsible for any overissue; it shall not be responsible for
determining whether the form and terms of any Securities were
established in conformity with this Indenture; and it shall not be
responsible for determining whether any Securities were issued in
accordance with this Indenture.
SECTION 7.04 Notice of Defaults.
If a Default occurs and is continuing on a series and if it is
actually known to the Trustee, the Trustee shall mail a notice of
the Default within 90 days after it occurs to Holders of Securities
of the series. Except in the case of a Default in payment on a
series, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that
withholding the notice is in the interest of Holders of the series.
SECTION 7.05 Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before June 30
of each year.
A copy of each report at the time of its mailing to
Securityholders shall be filed with the SEC and each stock exchange
on which any Securities are listed. The Company shall notify the
Trustee when any Securities are listed on a stock exchange. The
Trustee shall send a copy of each such report to the Company.
SECTION 7.06 Compensation and Indemnity.
The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee's
compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the
Trustee upon request for all reasonable out-of-pocket expenses
incurred by it in connection with this Indenture. Such expenses
shall include the reasonable compensation and expenses of the
Trustee's agents and counsel.
The Company shall indemnify the Trustee and each of the
Trustee's directors, officers, employees, agents, successors and
assigns against any loss or liability incurred in connection with
the exercise or performance of the powers or duties as Trustee,
Registrar, Transfer Agent or Paying Agent. The Trustee shall notify
the Company promptly of any claim for which it may seek indemnity.
The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel, reasonably
acceptable to the Company, and the Company shall pay the reasonable
fees and expenses of such counsel.
The Company need not reimburse any expense or indemnify against
any loss or liability incurred by the Trustee through negligence or
willful misconduct.
To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money
or property held or collected by the Trustee, except that held in
trust to pay principal or interest on particular Securities. Such
lien shall survive the removal or resignation of the Trustee for
such period as any amount shall remain due and payable to the
Trustee (including any successor Trustee).
SECTION 7.07 Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor
Trustee's acceptance of appointment as provided in this Section.
The Trustee may resign by so notifying the Company. The
Holders of a majority in principal amount of the Securities may
remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee with the Company's consent.
The Company may remove the Trustee if:
(1) the Trustee fails to comply with TIA Section 310(a) or
TIA Section 310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a Custodian or other public officer takes charge of the
Trustee or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section 6.01(5) or (6)
occurs with respect to the Trustee.
The Company also may remove the Trustee with or without cause
if the Company so notifies the Trustee 30 days in advance and if no
Default occurs during the 30-period.
If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.
If a successor Trustee does not take office within 30 days
after the retiring Trustee resigns or is removed, the retiring
Trustee, the Company or the Holders of a majority in principal
amount of the Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If the Trustee fails to comply with TIA Section 310(a) or TIA
Section 310(b) or with Section 7.09, any Securityholder may petition
any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon
the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders.
The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, subject to the lien provided
for in Section 7.06.
SECTION 7.08 Successor Trustee by Xxxxxx, etc.
If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business
to, another corporation, the successor corporation without any
further act shall be the successor Trustee.
SECTION 7.09 Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent
published report of condition; provided, however, that the initial
Trustee hereunder shall have a combined capital and surplus of at
least $10,000,000 and shall be a wholly owned subsidiary of a
bank with combined capital and surplus of at least $50,000,000.
ARTICLE 8 - DISCHARGE OF INDENTURE
SECTION 8.01 Defeasance.
Securities of a series may be defeased in accordance with their
terms and, unless the Securities Resolution or supplemental
indenture otherwise provides, in accordance with this Article.
The Company at any time may terminate as to a series all of its
obligations under this Indenture, the Securities of a series and any
related coupons ("legal defeasance option"). The Company at any
time may terminate as to a series its obligations, if any, under
any restrictive covenants which may be applicable to a particular
series ("covenant defeasance option"). However, in the case of the
legal defeasance option, the Company's obligations in Sections 2.03,
2.04, 2.05, 2.06, 2.07, 7.06, 7.07 and 8.04 shall survive until the
Securities of the series are no longer outstanding; thereafter the
Company's obligations in Section 7.06 shall survive.
The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance
option. If the Company exercises its legal defeasance option, a
series may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to any restrictive covenants
which may be applicable to a particular series so defeased under
the terms of the series.
The Trustee upon request shall acknowledge in writing the
discharge of those obligations that the Company terminates.
SECTION 8.02 Conditions to Defeasance.
The Company may exercise as to a series its legal defeasance
option or its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with the
Trustee or another trustee money or U.S. Government
Obligations;
(2) the Company delivers to the Trustee a certificate from
a nationally recognized firm of independent accountants
expressing their opinion that the payments of principal
and interest when due on the deposited U.S. Government
Obligations without reinvestment plus any deposited
money without investment will provide cash at such times
and in such amounts as will be sufficient to pay
principal and interest when due on all the Securities of
the series to maturity or redemption, as the case may
be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under any
other agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a
conflicting interest under TIA Section 310(a) or TIA
Section 310(b) as to another series;
(6) the Company delivers to the Trustee an Opinion of
Counsel to the effect that Holders of the series will
not recognize income, gain or loss for Federal income
tax purposes as a result of the defeasance; and
(7) 91 days pass after the deposit is made and during the
91-day period no Default specified in Section 6.01(4)
or(5) occurs that is continuing at the end of the
period.
Before or after a deposit the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a
future date in accordance with Article 3.
"U.S. Government Obligations" means direct obligations of the
United States which have the full faith and credit of the United
States pledged for payment and which are not callable at the
issuer's option, or certificates representing an ownership interest
in such obligations.
SECTION 8.03 Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.02. It shall
apply the deposited money and the money from U.S. Government
Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and interest on Securities
of the defeased series.
SECTION 8.04 Repayment to Company.
The Trustee and the Paying Agent shall promptly turn over to
the Company upon written request any money or securities held by
them at any time in excess of amounts required under the terms of
the Securities Resolution to be held by them.
The Trustee and the Paying Agent shall pay to the Company upon
request any money held by them for the payment of principal or
interest that remains unclaimed for one year. After payment to the
Company, Securityholders entitled to the money must look to the
Company for payment as unsecured general creditors unless an
abandoned property or similar law designates another person.
ARTICLE 9 - AMENDMENTS
SECTION 9.01 Without Consent of Holders.
The Company and the Trustee may amend this Indenture and the
Securities without the consent of any Securityholder:
(1) to cure any ambiguity, omission, defect or
inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this Indenture
shall not apply to a series not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or more
series;
(6) to make any change that does not materially adversely
affect the rights of any Securityholder under this
Indenture or the Securities; or
(7) to make any change that may be necessary to comply with
the TIA.
SECTION 9.02 With Consent of Holders.
Unless the Securities Resolution otherwise provides, the
Company and the Trustee may amend this Indenture and the Securities
with the written consent of the Holders of a majority in principal
amount of the Securities of all series affected by the amendment
voting as one class. However, without the consent of each
Securityholder affected, an amendment under this Section may not:
(1) reduce the amount of Securities whose Holders
must consent to an amendment;
(2) reduce the interest on or change the time for payment of
interest on any Security;
(3) change the dates on which principal and interest on any
Security are payable;
(4) change the times at which principal or sinking fund
payments are payable pursuant to, or the amounts of
principal or sinking fund payments subject to,
provisions, if any, relating to mandatory redemption;
(5) reduce the principal of any non-Discounted Security or
reduce the amount of principal of any Discounted
Security that would be due upon an acceleration thereof;
or
(6) make any change in Section 6.04 or 9.02, except to
increase the amount of Securities whose Holders must
consent to an amendment or waiver or to provide that
other provisions of this Indenture cannot be amended or
waived without the consent of each Securityholder
affected thereby.
An amenment applicable solely to one or more series, or a
provision included solely for the benefit of one or more series,
does not affect Securityholders of any other series.
Securityholders need not consent to the exact text of a
proposed amendment or waiver; it is sufficient if they consent to
the substance thereof.
SECTION 9.03 Compliance with Trust Indenture Act.
Every amendment pursuant to Section 9.01 or 9.02 shall be set
forth in a supplemental indenture that complies with the TIA as
then in effect.
SECTION 9.04 Effect of Consents.
An amendment or waiver becomes effective in accordance with its
terms and thereafter binds every Securityholder entitled to consent
to it.
A consent to an amendment or waiver by a Holder of a Security
is a continuing consent by the Holder and every subsequent Holder of
a Security that evidences the same debt as the consenting Holder's
Security. Any Holder or subsequent Holder may revoke the consent as
to his Security if the Trustee receives notice of the revocation
before the amendment or waiver becomes effective.
The Company may fix a record date for the determination of
Holders entitled to give a consent. The record date shall not be
less than 10 nor more than 60 days prior to the first written
solicitation of Securityholders.
SECTION 9.05 Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate notation
about an amendment or waiver on any Security thereafter
authenticated. The Company may issue in exchange for affected
Securities new Securities that reflect the amendment or waiver.
SECTION 9.06 Trustee Protected.
The Trustee need not sign any supplemental indenture that
adversely affects its rights.
ARTICLE 10 - MISCELLANEOUS
SECTION 10.01 Trust Indenture Act.
The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically deemed
included herein unless expressly excluded by this Indenture) are a
part of and govern this Indenture, whether or not expressly set
forth herein.
If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in
this Indenture by the TIA, the required provision shall control.
SECTION 10.02 Notices.
Any notice by one party to another is duly given if in writing
and delivered in person, sent by facsimile transmission confirmed by
mail or mailed by first-class mail to the other's address shown below:
Company: American States Water Company
000 Xxxx Xxxxxxxx Xxxxxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
Trustee: Chase Manhattan Bank and Trust Company, National Association
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx Xxxxxx
A party by notice to the other parties may designate additional
or different addresses for subsequent notices. Any notice mailed to
a Securityholder shall be mailed to his address shown on the
register kept by the Transfer Agent. Failure to mail a notice to a
Securityholder or any defect in a notice mailed to a Securityholder
shall not affect the sufficiency of the notice mailed to other
Securityholders or the sufficiency of any published notice.
If a notice is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee
receives it.
If the Company mails a notice to Securityholders, it shall mail
a copy to the Trustee and each Agent at the same time.
If in the Company's opinion it is impractical to mail a notice
required to be mailed or to publish a notice required to be published,
the Company may give such substitute notice as the Trustee approves.
Failure to publish a notice as required or any defect in it shall
not affect the sufficiency of any mailed notice.
All notices shall be in the English language, except that any
published notice may be in an official language of the country of
publication.
A "notice" includes any communication required by this
Indenture.
SECTION 10.03 Certificate and Opinion as to Conditions
Precedent.
Upon any request or application by the Company to the Trustee
to take any action under this Indenture, the Company shall if so
requested furnish to the Trustee:
(1) an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided
for in this Indenture relating to the proposed action
have been complied with; and
(2) an Opinion of Counsel stating that, in the opinion of
such counsel, all such conditions precedent, if any,
have been complied with.
SECTION 10.04 Statements Required in Certificate or
Opinion.
Each certificate or opinion with respect to compliance with
condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate
or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements
or opinions contained in such certificate or opinion are
based;
(3) as to each certificate, a statement that, in the opinion
of such person, he has made such examination or
investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant
or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been
complied with.
SECTION 10.05 Rules by Company and Agents.
The Company may make reasonable rules for action by or at a
meeting of Securityholders. An Agent may make reasonable rules and
set reasonable requirements for its functions.
SECTION 10.06 Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on which
banking institutions in California or New York are not required to
be open. If a payment date is a Legal Holiday at a place of
payment, unless the Securities Resolution otherwise provides,
payment may be made at that place on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the
intervening period.
SECTION 10.07 No Recourse Against Others.
A director, officer, employee or shareholder, as such, of the
Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim based
on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Securities.
SECTION 10.08 Counterparts.
This Indenture may be executed by the parties in counters, each
of which shall be an original, but all of such counterparts shall
together constitute one and the same instrument.
SECTION 10.09 Governing Law.
The laws of the State of California shall govern this Indenture
and the Securities, unless federal law governs.
SIGNATURES
AMERICAN STATES WATER COMPANY
By /s/ XxXxxxxxx Xxxxxx XXX
------------------------------
XxXxxxxxx Xxxxxx III
Chief Financial Officer
Vice President - Finance
Treasurer and Corporate
Secretary
CHASE MANHATTAN BANK AND
TRUST COMPANY, NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxxx
-----------------------------
Xxxxx Xxxxxx
Assistant Vice President
