San Diego Gas & Electric Company First Mortgage Bonds Underwriting Agreement May 10, 2010Underwriting Agreement • May 13th, 2010 • San Diego Gas & Electric Co • Electric & other services combined • New York
San Diego Gas & Electric Company, a California corporation (the “Company”), confirms its agreement with each of the Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Loop Capital Markets LLC and UBS Securities LLC are acting as representatives (the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $250,000,000 aggregate principal amount of the Company’s 5.35% First Mortgage Bonds, Series HHH, due 2040 (the “Bonds”). The Bonds are to be issued pursuant to an indenture dated July 1, 1940, as amended and supplemented to date, including the Supplemental Indenture dated as of May 13, 2010 (the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust
RECORDING REQUESTED BY RECORDED MAIL TO:Fifty-Sixth Supplemental Indenture • May 13th, 2010 • San Diego Gas & Electric Co • Electric & other services combined
