ONE HUNDRED SIXTH
SUPPLEMENTAL INDENTURE
Southern California Edison Company
to
The Bank of New York
and
X. X. Xxxxxxx,
Trustees
DATED AS OF JANUARY 27, 2005
Page
This One Hundred Sixth Supplemental Indenture, dated as of the 27th day of January, 2005, is
entered into by and between Southern California Edison Company (between 1930 and 1947 named "Southern California
Edison Company Ltd."), a corporation duly organized and existing under and by virtue of the laws of the State of
California and having its principal office and mailing address at 0000 Xxxxxx Xxxxx Xxxxxx, in the City of
Rosemead, County of Xxx Xxxxxxx, Xxxxx xx Xxxxxxxxxx 00000, and qualified to do business in the States of
Arizona, New Mexico, and Nevada (hereinafter sometimes termed the "Company"), and The Bank of New York, a
corporation duly organized and existing under and by virtue of the laws of the State of New York, acting through
its agent, BNY Midwest Trust Company with its principal office and mailing address at 0 Xxxxx XxXxxxx Xxxxxx, in
the City of Xxxxxxx, Xxxxx xx Xxxxxxxx 00000 (successor Trustee to Xxxxxx Trust and Savings Bank), and X. X.
Xxxxxxx of 0 Xxxxx XxXxxxx Xxxxxx, in the City of Xxxxxxx, Xxxxx xx Xxxxxxxx 00000 (successor Trustee to X. X.
Xxxxx, who was successor Trustee to Xxxxx Fargo Bank, National Association, which was successor Trustee to
Security Pacific National Bank, formerly named Security First National Bank and Security-First National Bank of
Los Angeles, successor, by consolidation and merger, to Pacific-Southwest Trust & Savings Bank), as Trustees
(hereinafter sometimes termed the "Trustees");
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered to said Xxxxxx Trust and Savings Bank
and said Pacific-Southwest Trust & Savings Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust dated
as of October 1, 1923, which said Indenture was duly filed for record and recorded in the offices of the
respective recorders of the following counties: in the State of California-Fresno County, Volume 397 of Official
Records, page 1; Imperial County, Book 1174 of Official Records, page 966; Inyo County, Volume 154 of Official
Records, page 417; Xxxx County, Book 379 of Trust Deeds, page 196; Kings County, Volume 84 of Deeds, page 1; Los
Angeles County, Book 2963 of Official Records, page 1; Madera County, Volume 9 of Official Records, page 63;
Merced County, Volume 363 of Official Records, page 1; Modoc County, Volume 230 of Official Records, page 119 et
seq.; Mono County, Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds, page 1; Riverside
County, Book 594 of Deeds, page 252; San Bernardino County, Book 825 of Deeds, page 1; San Diego County, Series 5
Book 1964, page 84061; Santa Xxxxxxx County, Book 229 of Deeds, page 30; Stanislaus County, Volume 465 of
Official Records, page 370; Tulare County, Volume 50 of Official Records, page 1; Tuolumne County, Volume 274 of
Official Records, page 568; and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-Xxxxx County, Book 8 of Mortgages; Xxxxxxxxx County, Book 40 of Official Records, page 235; Lyon County,
Book 39 of Mortgages, page 1; Mineral County, Book 13 of Official Records, page 794; Pershing County, Book 15 of
Official Records, page 612; and Washoe County, Book 83 of Mortgages, page 301; in the State of Arizona-La Paz
County, Instrument No. 83-000212 of Official Records; Mohave County, Book 11 of Realty Mortgages; Maricopa
County, Docket 4349 of Official Records, page 197; and Yuma County, Docket 369, page 310; and in the offices of
the county clerks of the following counties in the State of New Mexico-XxXxxxxx County, Book Mtg. 50, page 187
and filed as Document No. 10536 in the Chattel Records; and San Xxxx County, Book Mtg. 630, page 13 and filed as
Document No. 17838 in the Chattel Records (hereinafter referred to as the "Original Indenture"), to secure the
payment of the principal of and interest on all bonds of the Company at any time outstanding thereunder, and (as
to certain such filings or recordings) the principal of and interest on all Debentures of 1919 (referred to in
the Original Indenture and now retired) outstanding; and
WHEREAS, the Company has heretofore executed and delivered to the Trustees one hundred five
certain supplemental indentures, dated, respectively, as of March 1, 1927, April 25, 1935, June 24, 1935,
September 1, 1935, August 15, 1939, September 1, 1940, January 15, 1948, August 15, 1948, February 15, 1951,
August 15, 1951, August 15, 1953, August 15, 1954, April 15, 1956, February 15, 1957, July 1, 1957, August 15,
1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1, 1961, May 1, 1962, October 15, 1962, May 15,
1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968, January
15, 1969, October 1, 1969, December 1, 1970, September 15, 1971, August 15, 1972, February 1, 1974, July 1, 1974,
November 1, 1974, March 1, 1975, March 15, 1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15,
1979, October 1, 1979, April 1, 1980, November 15, 1980, May 15, 1981, August 1, 1981, December 1, 1981, January
16, 1982, April 15, 1982, November 1, 1982, November 1, 1982, January 1, 1983, May 1, 1983, December 1, 1984,
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March 15, 1985, October 1, 1985, October 15, 1985, March 1, 1986, March 15, 1986, April 15, 1986, April 15, 1986,
July 1, 1986, September 1, 1986, September 1, 1986, December 1, 1986, July 1, 1987, October 15, 1987, November 1,
1987, February 15, 1988, April 15, 1988, July 1, 1988, August 15, 1988, September 15, 1988, January 15, 1989, May
1, 1990, June 15, 1990, August 15, 1990, December 1, 1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1,
1991, February 1, 1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992, January 15, 1993, March 1,
1993, June 1, 1993, June 15, 1993, July 15, 1993, September 1, 1993, October 1, 1993, February 21, 2002,
February 15, 2003, October 15, 2003, December 15, 2003, January 7, 2004, February 26, 2004, March 23, 2004,
December 6, 2004, and January 11, 2005, which modify, amend and supplement the Original Indenture, such Original
Indenture, as so modified, amended and supplemented, being hereinafter referred to as the "Amended Indenture";
and
WHEREAS, there have been issued and are now outstanding and entitled to the benefits of the
Amended Indenture, First and Refunding Mortgage Bonds as follows:
Series Due Date Principal Amount
------ -------- ----------------
86D,E,F&G 2008 196,000,000
87A,B,C&D 2008 135,000,000
91A 2021 48,920,000
91D 2017 28,585,000
92C 2027 30,000,000
92E 2024 190,000,000
93D 2023 154,540,000
2003B 2007 315,965,000
2003C 2006 700,000,000
2004A 2014 300,000,000
2004B 2034 525,000,000
2004C 2006 150,000,000
2004D & E 2035 144,400,000
2004F 2015 300,000,000
2004G 2035 350,000,000
2004H 2007 150,000,000
2005A 2016 400,000,000
2005B 2036 250,000,000
WHEREAS, the Company proposes presently to issue in fully registered form only, without
coupons, up to $1,750,000,000 aggregate principal amount of one new series of the Company's First and Refunding
Mortgage Bonds, pursuant to resolutions of the Board of Directors or the Executive Committee of the Board of
Directors of the Company, or actions by one or more officers of the Company, said new series to be designated as
Series 2005C (referred to herein as the "Bonds"), and the Company's authorized bonded indebtedness has been
increased to provide for the issuance of the Bonds; and
WHEREAS, the Company has acquired real and personal property since the execution and delivery
of the One Hundred Fifth Supplemental Indenture which, with certain exceptions, is subject to the lien of the
Amended Indenture by virtue of the after-acquired property clauses and other clauses thereof, and the Company now
desires in this One Hundred Sixth Supplemental Indenture (hereinafter sometimes referred to as this "Supplemental
Indenture") expressly to convey and confirm unto the Trustees all properties, whether real, personal or mixed,
now owned by the Company (with the exceptions hereinafter noted); and
WHEREAS, for the purpose of further safeguarding the rights and interests of the holders of
bonds under the Amended Indenture, the Company desires, in addition to such conveyance, to enter into certain
covenants with the Trustees; and
WHEREAS, the making, executing, acknowledging, delivering and recording of this Supplemental
Indenture have been duly authorized by proper corporate action of the Company, and the Trustees have each duly
determined to execute and accept this Supplemental Indenture;
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NOW, THEREFORE, in order further to secure the payment of the principal of and interest on all
of the bonds of the Company at any time outstanding under the Amended Indenture, as from time to time amended and
supplemented, including specifically, but without limitation, the First and Refunding Mortgage Bonds, Series 86D,
Series 86E, Series 86F, Series 86G, Series 87A, Series 87B, Series 87C, Series 87D, Series 91A, Series 91D,
Series 92C, Series 92E, Series 93D, Series 2003A, Series 2003B, Series 2003C, Series 2004A, Series 2004B, Series
2004C, Series 2004D, Series 2004E, Series 2004F, Series 2004G, Series 2004H, Series 2005A, and Series 2005B,
referred to above, all of said bonds having been heretofore issued and being now outstanding, and the Bonds, of
the aggregate principal amount of up to $1,750,000,000, to be presently issued and outstanding; and to secure the
performance and observance of each and every of the covenants and agreements contained in the Amended Indenture,
and without in any way limiting (except as hereinafter specifically provided) the generality or effect of the
Original Indenture or any of said supplemental indentures executed and delivered prior to the execution and
delivery of this Supplemental Indenture insofar as by any provision of any said Indenture any of the properties
hereinafter referred to are subject to the lien and operation thereof, but to such extent (except as hereinafter
specifically provided) confirming such lien and operation, and for and in consideration of the premises, and of
the sum of One Dollar ($1.00) to the Company duly paid by the Trustees, at or upon the ensealing and delivery of
these presents (the receipt whereof is hereby acknowledged), the Company has executed and delivered this
Supplemental Indenture and has granted, bargained, sold, aliened, released, conveyed, assigned, transferred,
warranted, mortgaged, and pledged, and by these presents does grant, bargain, sell, alien, release, convey,
assign, transfer, warrant, mortgage, and pledge unto the Trustees, their successors in trust and their assigns
forever, in trust, with power of sale, all of the following:
All and singular the plants, properties (including goods which are or are to become fixtures),
equipment, and generating, transmission, feeding, storing, and distributing systems, and facilities and utilities
of the Company in the Counties of Fresno, Imperial, Inyo, Xxxx, Kings, Los Angeles, Madera, Merced, Modoc, Mono,
Orange, Riverside, San Bernardino, San Diego, Santa Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the
State of California, Churchill, Clark, Lyon, Mineral, Pershing, and Washoe, in the State of Nevada, La Paz and
Maricopa, in the State of Arizona, and XxXxxxxx and San Xxxx, in the State of New Mexico, and elsewhere either
within or without said States, with all and singular the franchises, ordinances, grants, easements,
rights-of-way, permits, privileges, contracts, appurtenances, tenements, and other rights and property thereunto
appertaining or belonging, as the same now exist and as the same or any and all parts thereof may hereafter exist
or be improved, added to, enlarged, extended or acquired in said Counties, or elsewhere either within or without
said States;
Together with, to the extent permitted by law, all other properties, real, personal, and mixed
(including goods which are or are to become fixtures), except as herein expressly excepted, of every kind,
nature, and description, including those kinds and classes of property described or referred to (whether
specifically or generally or otherwise) in the Original Indenture and/or in any one or more of the indentures
supplemental thereto, now or hereafter owned, possessed, acquired or enjoyed by or in any manner appertaining to
the Company, and the reversion and reversions, remainder and remainders, tolls, incomes, revenues, rents, issues,
and profits thereof; it being hereby intended and expressly agreed that all the business, franchises, and
properties, real, personal, and mixed (except as herein expressly excepted), of every kind and nature whatsoever
and wherever situated, now owned, possessed, or enjoyed, and which may hereafter be in anywise owned, possessed,
acquired, or enjoyed by the Company, shall be as fully embraced within the provisions hereof and be subject to
the lien created hereby and by the Original Indenture and said supplemental indentures executed and delivered
prior to the execution and delivery of this Supplemental Indenture, as if said properties were particularly
described herein;
Saving and excepting, however, anything contained herein or in the granting clauses of the
Original Indenture, or of the above mentioned indentures supplemental thereto, or elsewhere contained in the
Original Indenture or said supplemental indentures, to the contrary notwithstanding, from the property hereby or
thereby mortgaged and pledged, all of the following property (whether now owned by the Company or hereafter
acquired by it): all bills, notes, warrants, customers' service and extension deposits,
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accounts receivable, cash on hand or deposited in banks or with any governmental agency, contracts, choses in
action, operating agreements and leases to others (as distinct from the property leased and without limiting any
rights of the Trustees with respect thereto under any of the provisions of the Amended Indenture), all bonds,
obligations, evidences of indebtedness, shares of stock and other securities, and certificates or evidences of
interest therein, all office furniture and office equipment, motor vehicles and tools therefor, all materials,
goods, merchandise, and supplies acquired for the purpose of sale in the ordinary course of business or for
consumption in the operation of any property of the Company, and all electrical energy and other materials or
products produced by the Company for sale, distribution, or use in the ordinary conduct of its business--other
than any of the foregoing which has been or may be specifically transferred or assigned to or pledged or
deposited with the Trustees, or any of them, under the Amended Indenture, or required by the provisions of the
Amended Indenture, so to be; provided, however, that if, upon the occurrence of a default under the Amended
Indenture, the Trustees, or any of them, or any receiver appointed under the Amended Indenture, shall enter upon
and take possession of the mortgaged and pledged property, the Trustees, or such Trustee or such receiver may, to
the extent permitted by law, at the same time likewise take possession of any and all of the property excepted by
this paragraph then on hand which is used or useful in connection with the business of the Company, and collect,
impound, use, and administer the same to the same extent as if such property were part of the mortgaged and
pledged property and had been specifically mortgaged and pledged hereunder, unless and until such default shall
be remedied or waived and possession of the mortgaged and pledged property restored to the Company, its
successors or assigns, and provided further, that upon the taking of such possession and until possession shall
be restored as aforesaid, all such excepted property of which the Trustees, or such Trustee or such receiver
shall have so taken possession, shall be and become subject to the lien hereof, subject, however, to any liens
then existing on such excepted property.
And the Company does hereby covenant and agree with the Trustees, and the Trustees with the
Company, as follows:
PART I
The Trustees shall have and hold all and singular the properties conveyed, assigned, mortgaged
and pledged hereby or by the Amended Indenture, including property hereafter as well as heretofore acquired, in
trust for the equal and proportionate benefit and security of all present and future holders of the bonds and
interest obligations issued and to be issued under the Amended Indenture, as from time to time amended and
supplemented, without preference of any bond over any other bond by reason of priority in date of issuance,
negotiation, time of maturity, or for any other cause whatsoever, except as otherwise in the Amended Indenture,
as from time to time amended and supplemented, permitted, and to secure the payment of all bonds now or at any
time hereafter outstanding under the Amended Indenture, as from time to time amended and supplemented, and the
performance of and compliance with the covenants and conditions of the Amended Indenture, as from time to time
amended and supplemented, and under and subject to the provisions and conditions and for the uses set forth in
the Amended Indenture, as from time to time amended and supplemented.
PART II
Article I to Article Twenty-One, inclusive, of the Amended Indenture are hereby incorporated by
reference herein and made a part hereof as fully as though set forth at length herein.
PART III
All of the terms appearing herein shall be defined as the same are now defined under the
provisions of the Amended Indenture, except when expressly herein otherwise defined.
PART IV
Pursuant to Section 1 of Article Five of the Original Indenture, as amended by Part IV, Subpart
C, of the Sixth Supplemental Indenture, dated as of September 1, 1940, the notice to be given with
Page 5
respect to the redemption of the Bonds in whole or in part, shall be limited to and shall consist of the giving
by the Company or The Bank of New York, Trustee, of a notice in writing (including by facsimile transmission) of
such redemption, at least 30 days, but not more than 60 days, prior to the date fixed for redemption to the
holder of each Bond called for redemption at the holder's last address shown on the registry books of the
Company. Failure to so provide such notice to the holder of any Bond shall not affect the validity of the
redemption proceedings with respect to any other Bond.
PART V
The Bonds shall be in substantially the form set forth in a resolution of the Board of
Directors or the Executive Committee of the Board of Directors of the Company, or a certificate evidencing action
by an officer or officers of the Company, and may have placed thereon such letters, numbers or other marks of
identification and such legends or endorsements as set forth in this Supplemental Indenture or as may be required
to comply with the Securities Act of 1933, as amended, any other laws, any rules or regulations of the Securities
and Exchange Commission or any securities exchange, or as may, consistently herewith, be determined to be
necessary or appropriate by the officers executing the Bonds, as evidenced by their execution of the Bonds.
PART VI
All, but only, the duties, responsibilities, liabilities, immunities, rights, powers, and
indemnities against liability, of the Trustees and each of them, with respect to the trust created by the Amended
Indenture, are hereby assumed by and given to the Trustees, and each of them, with respect to the trust hereby
created, and are so assumed and given subject to all the terms and provisions with respect thereto as set forth
in the Amended Indenture, as fully and to all intents and purposes as if the same were herein set forth at
length; and this Supplemental Indenture is executed by the Trustees for the purpose of evidencing their consent
to the foregoing.
The recitals contained herein, except the recital that the Trustees have each duly determined
to execute and deliver this Supplemental Indenture, shall be taken as the statements of the Company, and the
Trustees assume no responsibility for the correctness thereof. The Trustees make no representations as to the
validity of this Supplemental Indenture.
PART VII
As amended and supplemented by this Supplemental Indenture, the Amended Indenture is in all
respects ratified and confirmed, and the Original Indenture and all said indentures supplemental thereto
including this Supplemental Indenture, shall be read, taken, and considered as one instrument, and the Company
agrees to conform to and comply with all and singular the terms, provisions, covenants, and conditions set forth
therein and herein.
PART VIII
In case any one or more of the provisions contained in this Supplemental Indenture should be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provisions contained in this Supplemental Indenture, and, to the extent and only to the extent
that any such provision is invalid, illegal, or unenforceable, this Supplemental Indenture shall be construed as
if such provision had never been contained herein.
PART IX
This Supplemental Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which, when so executed and delivered, shall be deemed to be an original.
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IN WITNESS WHEREOF, the Company has caused its corporate name and seal to be hereunto affixed
and this Supplemental Indenture to be signed by its Chairman of the Board, its Chief Executive Officer, its
President, or one of its Vice Presidents and attested by the signature of its Secretary or one of its Assistant
Secretaries, for and in its behalf; said The Bank of New York has caused its corporate name to be hereunto
affixed, and this Supplemental Indenture to be signed, by one of its Vice Presidents or Assistant Vice Presidents
or Agents; and said X. X. Xxxxxxx has hereunto executed this Supplemental Indenture; all as of the day and year
first above written. Executed in counterparts and in multiple.
SOUTHERN CALIFORNIA EDISON COMPANY
/s/ XXXXXX X. XXXXXX
------------------------------------
XXXXXX X. XXXXXX
Vice President and Controller
Attest:
/S/ XXXXX X. XXXXX
-----------------------------------
XXXXX X. XXXXX
Assistant Secretary
(Seal)
THE BANK OF NEW YORK, Trustee
/S/ XXXXX X. XXXXXXXX
-----------------------------------
Name: XXXXX XX XXXXXX
Title: Authorized Signatory
/S/ X. X. XXXXXXX
-----------------------------------
X. X. XXXXXXX
Trustee
Page 7
STATE OF CALIFORNIA }
} ss.
COUNTY OF LOS ANGELES }
On this 28th day of January, 2005, before me, XXXX X. XXXXXXXXX, a Notary Public, personally appeared
XXXXXX X. XXXXXX and XXXXX X. XXXXX, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the persons whose names are subscribed to the within instrument and acknowledged to me that they
executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or
the entity on behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
/S/ XXXX X. XXXXXXXXX
Notary Public, State of California
(Seal)
My Commission expires on December 31, 2008.
Page
STATE OF NEW YORK }
} ss.
COUNTY OF NEW YORK}
On this 28th day of January, 2005, before me, Xxxxx Xxxxxx, a Notary Public, personally appeared Xxxxx
X. XxXxxxxx, Authorized Signatory of THE BANK OF NEW YORK, Trustee, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the
instrument the person, or entity on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
/S/ XXXXX XXXXXX
Notary Public
(Seal)
My Commission expires on December 12, 2006.
STATE OF ILLINOIS }
} ss.
COUNTY OF XXXX }
On this 27th day of January, 2005, before me, X. XXXXXX, a Notary Public, personally appeared X. X.
XXXXXXX, Trustee, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person, or entity on behalf of which the
person acted, executed the instrument.
WITNESS my hand and official seal.
/S/ X. XXXXXX
Notary Public, State of Illinois
(Seal)
My Commission expires on July 8, 2006.
