Commission File Number |
Exact Name of Registrants as Specified in their Charters, Address and Telephone Number |
State of Incorporation |
I.R.S. Employer Identification Nos. |
Former name or former address, if changed since last report | ||||
1-14201 |
SEMPRA ENERGY 488 8th Avenue San Diego, California 92101 (619) 696-2000 |
California |
33-0732627 |
No change | ||||
1-03779 |
SAN DIEGO GAS & ELECTRIC COMPANY 8330 Century Park Court San Diego, California 92123 (619) 696-2000 |
California |
95-1184800 |
No change |
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
Sempra Energy: |
||||
Sempra Energy Common Stock, without par value |
SRE | New York Stock Exchange | ||
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value |
SREA | New York Stock Exchange | ||
San Diego Gas & Electric Company: | ||||
None |
Emerging growth company | ||
Sempra Energy |
☐ | |
San Diego Gas & Electric Company |
☐ |
Sempra Energy |
☐ | |
San Diego Gas & Electric Company |
☐ |
Item 8.01 |
Other Events. |
Item 9.01 |
Financial Statements and Exhibits. |
Exhibit Number |
Description of Exhibit | |
4.1 |
Seventy-Fourth Supplemental Indenture, dated as of March 10, 2023. | |
4.2 |
Form of Series ZZZ Bond (Included in Exhibit 4.1 hereto). | |
5.1 |
Opinion of Latham & Watkins LLP. | |
23.1 |
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Date: March 10, 2023 | SEMPRA ENERGY | |||||
By: | /s/ Peter R. Wall | |||||
Peter R. Wall | ||||||
Senior Vice President, Controller and Chief Accounting Officer |
Date: March 10, 2023 | SAN DIEGO GAS & ELECTRIC COMPANY | |||||
By: | /s/ Valerie A. Bille | |||||
Valerie A. Bille | ||||||
Vice President, Controller, Chief Accounting Officer and Treasurer |
Exhibit 4.1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
U.S. BANK NATIONAL ASSOCIATION
633 W. FIFTH STREET, 24th FLOOR
LOS ANGELES, CA 90071
ATTN: GLOBAL CORPORATE TRUST
Index as a UCC Filing and an Indenture
This is a Security Agreement and a Mortgage of Chattels
as well as a Mortgage of Real Estate and Other Property
SEVENTY-FOURTH SUPPLEMENTAL INDENTURE
FROM
SAN DIEGO GAS & ELECTRIC COMPANY
TO
U.S. BANK NATIONAL ASSOCIATION, as Trustee
****************
Dated as of March 10, 2023
THIS SEVENTY-FOURTH SUPPLEMENTAL INDENTURE IS A SECURITY
AGREEMENT AND A MORTGAGE OF CHATTELS AS WELL AS
A MORTGAGE OF REAL ESTATE AND OTHER PROPERTY
THIS SEVENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2023, by and between SAN DIEGO GAS & ELECTRIC COMPANY, a corporation duly organized and existing under and by virtue of the laws of the State of California, having its principal office in that State in the City of San Diego (the Company), and U.S. BANK NATIONAL ASSOCIATION, a banking association duly organized under an act known as the National Bank Act, of the United States of America, having a corporate trust office in the City of Los Angeles, State of California, as Trustee (the Trustee).
WHEREAS, the Company executed and delivered a Mortgage and Deed of Trust (the Original Indenture), dated July 1, 1940, to The Bank of California, National Association, as predecessor trustee to Bankers Trust Company of California, National Association, as predecessor trustee to First Trust of California, National Association, (subsequently renamed U.S. Bank Trust National Association) as predecessor trustee to the Trustee, to secure payment of the principal of and the interest on all bonds of the Company at any time outstanding thereunder according to their tenor and effect, and to provide the terms and provisions with respect to its First Mortgage Bonds, 3 3/8% Series due July 1, 1970, issued in the aggregate principal amount of $16,000,000 and heretofore retired; and
WHEREAS, the Company executed and delivered to the then current trustee, a First Supplemental Indenture dated as of December 1, 1946, a Second Supplemental Indenture dated as of March 1, 1948, a Third Supplemental Indenture dated as of April 1, 1952, a Fourth Supplemental Indenture dated as of April 1, 1954, a Fifth Supplemental Indenture dated as of October 1, 1955, a Sixth Supplemental Indenture dated as of October 1, 1957, a Seventh Supplemental Indenture dated as of October 1, 1960, an Eighth Supplemental Indenture dated as of March 1, 1967, a Tenth Supplemental Indenture dated as of December 1, 1968, an Eleventh Supplemental Indenture dated as of February 1, 1970, a Twelfth Supplemental Indenture dated as of September 1, 1971, a Thirteenth Supplemental Indenture dated as of January 15, 1974, a Fourteenth Supplemental Indenture dated as of December 15, 1974, a Fifteenth Supplemental Indenture dated as of May 1, 1975, a Seventeenth Supplemental Indenture dated as of July 15, 1976, an Eighteenth Supplemental Indenture dated as of March 15, 1977, a Nineteenth Supplemental Indenture dated as of May 1, 1978, a Twentieth Supplemental Indenture dated as of March 15, 1980, a Twenty-First Supplemental Indenture dated as of August 1, 1980, a Twenty-Second Supplemental Indenture dated as of July 15, 1981, a Twenty-Third Supplemental Indenture dated as of January 15, 1982, a Twenty-Fourth Supplemental Indenture dated as of August 16, 1982, a Twenty-Fifth Supplemental Indenture dated as of August 16, 1982, a Twenty-Sixth Supplemental Indenture dated as of August 16, 1982, a Twenty-Seventh Supplemental Indenture dated as of June 1, 1983, a Twenty-Eighth Supplemental Indenture dated as of July 15, 1983, a Twenty-Ninth Supplemental Indenture dated as of September 1, 1983, a Thirty-First Supplemental Indenture dated as of May 1, 1984, a Thirty-Second Supplemental Indenture dated as of December 1, 1984, a Thirty-Third Supplemental Indenture dated as of September 1, 1985, a Thirty-Fourth Supplemental Indenture dated as of December 1, 1985, a Thirty-Fifth Supplemental Indenture dated as of July 1, 1986, a Thirty-Sixth Supplemental Indenture dated as of December 1, 1986, a Thirty-Seventh Supplemental Indenture dated as of September 1, 1987, a Thirty-Eighth Supplemental Indenture dated as of April 15, 1990, a Thirty-Ninth Supplemental Indenture dated as of December 1, 1991, a Fortieth Supplemental Indenture dated as of April 1, 1992, a Forty-First Supplemental Indenture dated as of June 15, 1992, a Forty-Second Supplemental Indenture dated as of September 1, 1992, a Forty-Third Supplemental Indenture dated as of December 1, 1992, a Forty-Fourth Supplemental Indenture dated as of April 1, 1993, a Forty-Fifth Supplemental Indenture dated as of June 1, 1993, a Forty-Sixth Supplemental Indenture dated as of July 1, 1993, a Forty-Seventh Supplemental Indenture dated as of June 1, 1995, a Forty-Eighth Supplemental Indenture dated as of June 1, 1995, a Forty-Ninth Supplemental Indenture dated as of June 1, 2004, a Fiftieth Supplemental Indenture dated as of May 19, 2005, a Fifty-First Supplemental Indenture dated as of November 17, 2005, a Fifty-Second Supplemental Indenture dated as of June 8, 2006, a Fifty-Third Supplemental Indenture dated as of September 1, 2006, a Fifty-Fourth Supplemental Indenture dated as of September 20, 2007, a Fifty-Fifth Supplemental Indenture dated as of May 14, 2009, a Fifty-Sixth Supplemental Indenture dated as of May 13, 2010, a Fifty-Seventh Supplemental Indenture dated as of August 26, 2010, a Fifty-Eighth Supplemental Indenture dated as of August 18, 2011, a Fifty-Ninth Supplemental Indenture dated as of October 6, 2011, a Sixtieth Supplemental Indenture dated as of November 17, 2011, a Sixty-First Supplemental Indenture dated as of March 22, 2012, a Sixty-Second Supplemental Indenture dated as of September 9, 2013, a Sixty-Third Supplemental Indenture dated as of March 12, 2015, a Sixty-Fourth Supplemental Indenture dated as of March 12,
2015, a Sixty-Fifth Supplemental Indenture dated May 19, 2016, a Sixty-Sixth Supplemental Indenture dated as of June 8, 2017, a Sixty-Seventh Supplemental Indenture dated as of May 17, 2018, a Sixty-Eighth Supplemental Indenture dated as of May 31, 2019, a Sixty-Ninth Supplemental Indenture dated as of April 7, 2020, a Seventieth Supplemental Indenture dated as of September 28, 2020, a Seventy-First Supplemental Indenture dated as of August 13, 2021, a Seventy-Second Supplemental Indenture dated as of March 11, 2022 and a Seventy-Third Supplemental Indenture dated as of March 11, 2022, whereby, among other things, the Company set forth certain of the particulars of the Bonds of series designated First Mortgage Bonds, 2 3/4% Series due December 1, 1981 issued in the aggregate principal amount of $2,800,000, First Mortgage Bonds, Series C due 1978 issued in the aggregate principal amount of $10,000,000, First Mortgage Bonds, Series D due 1982 issued in the aggregate principal amount of $12,000,000, First Mortgage Bonds, Series E due 1984 issued in the aggregate principal amount of $17,000,000, First Mortgage Bonds, Series F due 1985 issued in the aggregate principal amount of $18,000,000, First Mortgage Bonds, Series G due 1987 issued in the aggregate principal amount of $12,000,000, First Mortgage Bonds, Series H due 1990 issued in the aggregate principal amount of $30,000,000, First Mortgage Bonds, Series I due 1997 issued in the aggregate principal amount of $25,000,000, First Mortgage Bonds, Series J due 1998 issued in the aggregate principal amount of $35,000,000, First Mortgage Bonds, Series K due 2000 issued in the aggregate principal amount of $40,000,000, First Mortgage Boards, Series L due 2001 issued in the aggregate principal amount of $45,000,000, First Mortgage Bonds, Series M due 2004 issued in the aggregate principal amount of $75,000,000, First Mortgage Bonds, Series N due 1979 issued in the aggregate principal amount of $50,000,000, First Mortgage Bonds, Series O due 1982 issued in the aggregate principal amount of $40,000,000, First Mortgage Bonds, Series P due 2006 issued in the aggregate principal amount of $45,000,000, First Mortgage Bonds, Series Q due 2007 issued in the aggregate principal amount of $50,000,000, First Mortgage Bonds, Series R due 2008 issued in the aggregate principal amount of $50,000,000, First Mortgage Bonds, Series S due 2010 issued in the aggregate principal amount of $50,000,000, First Mortgage Bonds, Series T due 2010 issued in the aggregate principal amount of $75,000,000, First Mortgage Bonds, Series U-1 due 1984, and U-2 due 1994 issued in the aggregate principal amount of $6,567,000 for Series U-1 and $13,268,000 for Series U-2, First Mortgage Bonds, Series V due 2011 issued in the aggregate amount of $50,000,000, First Mortgage Bonds, Series W due 1988 issued in the aggregate principal amount of $40,000,000, First Mortgage Bonds, Series X due 1987 issued in the aggregate principal amount of $20,000,000, First Mortgage Bonds, Series Y due 1987 issued in the aggregate principal amount of $15,000,000, First Mortgage Bonds, Series Z, due 2013 issued in the aggregate principal amount of $65,000,000, First Mortgage Bonds, Series AA, due 2018 issued in the aggregate principal amount of $150,000,000, First Mortgage Bonds, Series BB, due 2018 issued in the aggregate principal amount of $150,000,000, First Mortgage Bonds, Series CC, due 2008 issued in the aggregate principal amount of $53,000,000, First Mortgage Bonds Series DD, due 2008 issued in the aggregate principal amount of $27,000,000, First Mortgage Bonds, Series EE, due 2015 issued in the aggregate principal amount of $100,000,000, First Mortgage Bonds, Series FF, due 2007 issued in the aggregate principal amount of $35,000,000, First Mortgage Bonds, Series GG, due 2021 issued in the aggregate principal amount of $44,250,000, First Mortgage Bonds, Series HH, due 2021 issued in the aggregate principal amount of $81,350,000, First Mortgage Bonds, Series II due 2023 issued in the aggregate principal amount of $25,000,000, First Mortgage Bonds, Series JJ, due 2015 issued in the aggregate principal amount of $100,000,000, First Mortgage Bonds, Series KK, due 2015 issued in the aggregate principal amount of $14,400,000, First Mortgage Bonds, Series LL, due 2022 issued in the aggregate principal amount of $60,000,000, First Mortgage Bonds, Series MM due 2002 issued in the aggregate principal amount of $80,000,000, First Mortgage Bonds, Series NN issued in the aggregate principal amount of $118,615,000, First Mortgage Bonds, Series OO due 2027 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series PP, due 2018 issued in the aggregate principal amount of $70,795,000, First Mortgage Bonds, Series QQ, due 2018 issued in the aggregate principal amount of $14,915,000, First Mortgage Bonds, Series RR, due 2021 issued in the aggregate principal amount of $60,000,000, First Mortgage Bonds, Series SS, due 2018 issued in the aggregate principal amount of $92,945,000, First Mortgage Bonds, Series TT due 2020 issued in the aggregate principal amount of $57,650,000, First Mortgage Bonds, Series UU due 2020 issued in the aggregate principal amount of $16,700,000, First Mortgage Bonds, Series VV due 2034 issued in the aggregate principal amount of $43,615,000, First Mortgage Bonds, Series WW due 2034 issued in the aggregate principal amount of $40,000,000, First Mortgage Bonds, Series XX due 2034 issued in the aggregate principal amount of $35,000,000, First Mortgage Bonds, Series YY due 2034 issued in the aggregate principal amount of $24,000,000, First Mortgage Bonds, Series ZZ due 2034 issued in the aggregate principal amount of $33,650,000, First Mortgage Bonds, Series AAA due 2039 issued in the aggregate principal amount of $75,000,000, First Mortgage Bonds, Series BBB due 2035 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series CCC due 2015 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series DDD due 2026 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series EEE
2
due 2018 issued in the aggregate principal amount of $161,240,000, First Mortgage Bonds, Series FFF due 2037 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series GGG due 2039 issued in the aggregate principal amount of $300,000,000, First Mortgage Bonds, Series HHH due 2040 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series III due 2040 issued in the aggregate principal amount of $500,000,000, First Mortgage Bonds, Series JJJ due 2021 issued in the aggregate principal amount of $350,000,000, First Mortgage Bonds, Series LLL due 2041 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series MMM due 2042 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series NNN due 2023 issued in the aggregate principal amount of $450,000,000, Floating Rate First Mortgage Bonds, Series OOO due 2017 issued in the aggregate principal amount of $140,000,000, Amortizing First Mortgage Bonds, Series PPP due 2022 issued in the aggregate principal amount of $250,000,000, First Mortgage Bonds, Series QQQ due 2026 issued in the aggregate principal amount of $500,000,000, First Mortgage Bonds, Series RRR due 2047 issued in the aggregate principal amount of $400,000,000, First Mortgage Bonds, Series SSS due 2048 issued in the aggregate principal amount of $400,000,000, First Mortgage Bonds, Series TTT due 2049 issued in the aggregate principal amount of $400,000,000, First Mortgage Bonds, Series UUU due 2050 issued in the aggregate principal amount of $400,000,000, First Mortgage Bonds, Series VVV due 2030 issued in the aggregate principal amount of $800,000,000, Green First Mortgage Bonds, Series WWW due 2051 issued in the aggregate principal amount of $750,000,000, First Mortgage Bonds, Series XXX due 2032 issued in the aggregate principal amount of $500,000,000 and First Mortgage Bonds, Series YYY due 2052 issued in the aggregate principal amount of $500,000,000, respectively, all of which First Mortgage Bonds have heretofore been retired or redeemed, except the Series BBB due 2035, the Series DDD due 2026, the Series FFF due 2037, the Series GGG due 2039, the Series HHH due 2040, the Series III due 2040, the Series LLL due 2041, the Series MMM due 2042, the Series NNN due 2023, the Series QQQ due 2026, the Series RRR due 2047, the Series SSS due 2048, the Series TTT due 2049, the Series UUU due 2050, the Series VVV due 2030, the Series WWW due 2051, the Series XXX due 2032 and the Series YYY due 2052, which are presently issued and outstanding; and
WHEREAS, certain of the provisions of the Original Indenture have been amended by the aforesaid Second and Tenth Supplemental Indentures, a Ninth Supplemental Indenture dated as of August 1, 1968 and a Sixteenth Supplemental Indenture dated August 28, 1975; and
WHEREAS, the Original Indenture and each of said Supplemental Indentures have been recorded in the Official Records of the Recorders of the Counties of San Diego, Orange, Riverside, and Imperial in the State of California, the Counties of Yuma and Maricopa in the State of Arizona and the County of Clark in the State of Nevada, as follows:
Counties of | ||||||||||
Document |
Official | San Diego | Orange | Riverside | Imperial | |||||
Records | ||||||||||
Book | 1087 | 1062 | 1765 | 1369 | ||||||
Original |
Page | 1 | 300 | 364 | 232 | |||||
Indenture |
Date | Oct. 10, 1940 | Oct. 10, 1940 | July 13, 1955 | Nov. 22, 1974 | |||||
First |
Book | 2321 | 1506 | 1765 | 1369 | |||||
Supplemental |
Page | 48 | 472 | 499 | 332 | |||||
Indenture |
Date | Jan. 2, 1947 | Jan. 9, 1947 | July 13, 1955 | Nov. 22, 1974 | |||||
Second |
Book | 2537 | 1616 | 1765 | 1369 | |||||
Supplemental |
Page | 363 | 190 | 448 | 343 | |||||
Indenture |
Date | Mar. 16, 1948 | Mar. 15, 1948 | July 13, 1955 | Nov. 22, 1974 | |||||
Third |
Book | 4424 | 2311 | 1765 | 1369 | |||||
Supplemental |
Page | 535 | 116 | 475 | 370 | |||||
Indenture |
Date | Apr. 3, 1952 | Apr. 3, 1952 | July 13, 1955 | Nov. 22, 1974 | |||||
Fourth |
Book | 5193 | 2701 | 1765 | 1369 | |||||
Supplemental |
Page | 217 | 153 | 336 | 409 | |||||
Indenture |
Date | Apr. 2, 1954 | Apr. 2, 1954 | July 13, 1955 | Nov. 22, 1974 |
3
Document Fifth Supplemental Indenture Sixth Supplemental Indenture Seventh Supplemental Indenture Eighth Supplemental Indenture Ninth Supplemental Indenture Tenth Supplemental Indenture Eleventh Supplemental Indenture Twelfth Supplemental Indenture Thirteenth Supplemental Indenture Fourteenth Supplemental Indenture Fifteenth Supplemental Indenture Sixteenth Supplemental Indenture Seventeenth Supplemental Indenture Eighteenth Supplemental Indenture 4
Document Nineteenth Supplemental Indenture Twentieth Supplemental Indenture Twenty-First Supplemental Indenture Twenty-Second Supplemental Indenture Twenty-Third Supplemental Indenture Twenty-Fourth Supplemental Indenture Twenty-Fifth Supplemental Indenture Twenty-Sixth Supplemental Indenture Twenty-Seventh Supplemental Indenture Twenty-Eighth Supplemental Indenture Twenty-Ninth Supplemental Indenture Thirtieth Supplemental Indenture Consisting of Original and Twenty-Nine Supplemental Indentures thereto Document Thirty-First Book File/Page File/Page File/Page 1520 Docket File No. 5
Document Supplemental Indenture Thirty- Second Supplemental Indenture Thirty-Third Supplemental Indenture Thirty-Fourth Supplemental Indenture Thirty-Fifth Supplemental Indenture Thirty-Sixth Supplemental Indenture Thirty- Seventh Supplemental Indenture Thirty-Eighth Supplemental Indenture Thirty-Ninth Supplemental Indenture Fortieth Supplemental Indenture Forty-First Supplemental Indenture Forty-Second Supplemental Indenture 6
Document Forty-Third Supplemental Indenture Forty-Fourth Supplemental Indenture Forty-Fifth Supplemental Indenture Forty-Sixth Supplemental Indenture Forty-Seventh Supplemental Indenture Forty-Eighth Supplemental Indenture Forty-Ninth Supplemental Indenture Fiftieth Supplemental Indenture Fifty-First Supplemental Indenture Fifty-Second Supplemental Indenture Fifty-Third Supplemental Indenture Fifty-Fourth Supplemental Indenture Fifty-Fifth Supplemental Indenture Fifty-Sixth Supplemental Indenture Fifty-Seventh Supplemental 7
Document Indenture Fifty-Eighth Supplemental Indenture Document Official County of Clark File/Page 10/12/11 Document Supplemental Indenture 0643662 Supplemental Indenture 000789 0917 Supplemental Indenture Supplemental Indenture Supplemental Indenture Page Supplemental Indenture Page 8
Document Sixty-Sixth Supplemental Indenture Page Date 20170612- 6/12/2017 2017- 6/12/2017 2017000238610 6/12/2017 2017- 6/12/2017 2017013517 6/15/2017 2017- 6/14/2017 2017- 6/13/2017 Sixty-Seventh Supplemental Indenture Page Date 20180522- 5/22/2018 2018- 5/22/2018 2018000188655 5/23/2018 2018- 5/22/2018 2018009579 5/29/2018 2018- 6/12/2018 2018- 5/22/2018 Sixty-Eighth Supplemental Indenture Page Date 20190604- 6/4/2019 2019- 6/4/2019 2019000192899 6/5/2019 2019- 6/13/2019 2019009987 6/7/2019 2019- 6/4/2019 2019- 6/4/2019 Sixty-Ninth Supplemental Indenture Page Date 20200416- 4/16/2020 2020- 4/8/2020 2020000160646 4/9/2020 2020- 5/22/2020 2020006709 4/9/2020 2020- 4/13/2020 20200313674 4/13/2020 Seventieth Supplemental Indenture Date 9/30/2020 0585299 9/30/2020 9/30/2020 0464141 9/29/2020 2020018059 10/6/2020 2020- 9/29/2020 2020- 0950240 10/6/2020 Seventy-First Supplemental Indenture Date 8/13/2021 0595081 8/20/2021 8/27/2021 0532084 9/7/2021 2021021459 8/18/2021 2021- 8/13/2021 20210879215 8/13/2021 Seventy-Second Supplemental Indenture Date 3/14/2022 0117686 3/16/2022 3/16/2022 0128477 3/16/2022 2022007192 3/25/2022 2022- 3/14/2022 20220251793 3/21/2022 Seventy-Third Supplemental Indenture Date 3/14/2022 0117687 3/16/2022 3/16/2022 0128478 3/16/2022 2022007193 3/25/2022 2022- 3/14/2022 20220251794 3/21/2022 WHEREAS, the Board of Directors of the Company has duly authorized the creation of an additional series of
bonds to be designated First Mortgage Bonds, Series ZZZ, due 2053, as hereinafter set forth in this Seventy-Fourth Supplemental Indenture; and WHEREAS, the execution and delivery of this Seventy-Fourth Supplemental Indenture has been duly authorized by resolution of the Board of
Directors of the Company; and WHEREAS, all the conditions and requirements necessary to make this Seventy-Fourth Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized. NOW, THEREFORE, in order further to secure the payment of the principal of and premium, if any, and interest on all of the bonds of the
Company at any time outstanding under the Original Indenture, as heretofore amended and supplemented, as amended and supplemented by this Seventy-Fourth Supplemental Indenture and as the same may from time to time be further amended and supplemented
(the Indenture) and to secure the performance and observance of each and every of the covenants, conditions and agreements of the Indenture, as from time to time amended and supplemented, and for and in consideration of the
premises, and of the sum of One Dollar ($1.00) to the 9
Company duly paid by the Trustee (the receipt whereof is hereby acknowledged), the Company has executed and delivered this Seventy-Fourth Supplemental Indenture and has granted, bargained, sold,
warranted, released, conveyed, assigned, transferred, mortgaged, pledged, hypothecated, granted a security interest in, set over and confirmed, and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage,
pledge, hypothecate, grant a security interest in, set over and confirm unto U.S. Bank National Association, as Trustee, and to its respective successors in said trust forever, with power of sale, all property, real, personal and mixed, now owned or
hereafter acquired or to be acquired by the Company, and wheresoever situated (except such property as is expressly excepted or excluded from the lien and security interest of the Indenture, and property of a successor corporation or corporations
excluded from the lien and security interest thereof by the provisions of Section 3 of Article XIV thereof) subject to the rights reserved by the Company in and by other provisions of the Indenture, including in the property subject and to be
subject to the lien and security interest thereof and hereof (without in any manner limiting or impairing by the enumeration of the same the scope and intent of the foregoing or of any general description contained in the Original Indenture or in
this or any other supplemental indenture) all lands, rights-of-way, other land rights, flowage and other water rights, power houses, dams, reservoirs, docks, roads, and
buildings, structures and other land improvements; steam, and other electric generating plants, including buildings and other structures, turbines, generators, exciters, boilers and other boiler plant equipment, condensing equipment, and all
auxiliary equipment; stations and substations; electric transmission and distribution systems, including structures, poles, towers, fixtures, conduits, insulators, wires, cables, transformers, services and meters; steam heating plants and systems,
including mains and equipment; gas plants, transmission and distribution systems, including pipe lines, structures, tanks, mains, compressor stations, purifier stations, pressure holders, governors, services and meters; communication systems,
office, shop and other buildings and structures, and equipment; apparatus and equipment and materials and supplies of all other kinds and descriptions; and all municipal and other franchises, leaseholds, licenses, permits, and privileges; TOGETHER WITH all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the
aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, proceeds, product and profits thereof, and all the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof (except such property as is expressly excepted or excluded from the lien and security
interest of the Indenture, and property of a successor corporation or corporations excluded from the lien and security thereof by the provisions of Section 3 of Article XIV thereof), subject to the rights reserved by the Company in and by other
provisions of the Indenture; It is hereby agreed by the Company that, except as aforesaid, all the property, rights, and
franchises acquired by the Company after the date hereof shall be as fully embraced within the lien and security interest hereof as if such property were now owned by the Company and were specifically described herein and conveyed and a security
interest therein granted hereby; SAVING AND EXCEPTING, HOWEVER, anything to the contrary notwithstanding contained herein
or in the granting clauses of the Original Indenture and said Supplemental Indentures (a) such property described or referred to in any of such granting clauses as has been from time to time, released or sold free from the lien and security
interest of the Original Indenture (or the Original Indenture, as supplemented) in accordance and compliance with the provisions thereof (or of the Original Indenture, as supplemented, as the case may be), and (b) all of the following property
(whether now owned by the Company or hereafter acquired by it): (1) all gas, electric energy and steam produced, purchased or otherwise acquired; (2) all contracts, choses in action, shares of stock, bonds, notes, evidences of indebtedness, and
other securities, other than any of the foregoing which may be required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture or are required by some express provision thereof to be deposited with the
Trustee; (3) merchandise and appliances at any time acquired for the purpose of sale or lease to customers and others and contracts for the sale of merchandise and appliances; (4) motor vehicles; (5) timber on land owned by the
Company; (6) minerals or mineral rights in lands owned by the Company; (7) oil, coal or gas, or oil, coal or gas rights in land owned by the Company or gas wells or oil wells or equipment therefor or coal mines or equipment therefor;
(8) fuel and other personal property which are consumable in their use in the operation of the properties of the Company; (9) bills and accounts receivable; (10) cash on hand and in banks other than such cash as may be deposited from
time to time with the Trustee in accordance with the provisions of the Indenture or as is required by some express provision thereof to be deposited with the Trustee; and (11) the last day of the term of each leasehold estate now or hereafter
enjoyed by the Company. The Company may, however, expressly subject to 10
the lien and security interest and operation of the Original Indenture and all indentures supplemental thereto all or any part of the property of the character described in clause (b) of
this paragraph; TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged, or conveyed and in
which a security interest has been granted by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to Permitted Liens as defined in the Indenture; IN TRUST NEVERTHELESS, for the equal pro rata benefit and security as provided in the Original Indenture and all indentures
supplemental thereto of all and every of the bonds issued and to be issued in accordance with the provisions of the Original Indenture and all indentures supplemental thereto, without preference, priority or distinction as to lien or security
interest of any over the others by reason of priority in time of the issue, negotiation or maturity thereof, subject, however, to the provisions of the Original Indenture and all indentures supplemental thereto relating to any sinking fund or
similar fund for the benefit of the bonds of any particular series; The Company does further covenant and agree with the
Trustee as follows: ARTICLE I SERIES ZZZ BONDS Section 1: There is hereby created, for issuance under the Original Indenture as supplemented by the
said Supplemental Indentures (including this Seventy-Fourth Supplemental Indenture), a series of bonds designated Series ZZZ, due 2053, each of which shall bear the descriptive title First Mortgage Bonds, Series ZZZ, due 2053 (herein
sometimes referred to as Series ZZZ Bonds), and the form thereof shall contain suitable provisions with respect to the matters hereinafter in this Section specified. The Series ZZZ Bonds shall mature on April 1, 2053 and
shall be issued in denominations of $1,000 and integral multiples thereof as the Company may from time to time execute and deliver. The Series ZZZ Bonds shall bear interest at the rate and from the date, shall mature as to principal, and shall be
payable as to principal and premium, if any, and interest at such place or places and in such money, all as provided in the form of Series ZZZ Bond set forth on Exhibit A hereto (the Form of Bond) and by the applicable
provisions of the Indenture. In addition, March 10, 2023 shall be an interest payment date for the Series ZZZ Bonds for purposes of Section 9 of Article II of the Indenture, provided that no interest shall be payable on such date.
The principal and premium, if any, and interest on the Series ZZZ Bonds shall be payable at the office or agency maintained by the Company for such purpose (initially the corporate trust office of the Trustee) in the City and County of Los Angeles,
State of California and, if Series ZZZ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of this Article I, at the office or agency maintained by the Company for such purpose in
the Borough of Manhattan, City and County of New York, State of New York. The Series ZZZ Bonds shall be dated as in Section 9 of Article II of the Indenture provided with respect to registered bonds without coupons. The Series ZZZ Bonds shall further be redeemable, exchangeable, transferable and otherwise have the terms set forth in the
Form of Bond. The Series ZZZ Bonds shall otherwise be of such terms, provisions, tenor and form as provided in this
Seventy-Fourth Supplemental Indenture. Section 2: The Series ZZZ Bonds shall be executed,
authenticated and delivered in accordance with the provisions and shall be entitled to the protection and security of the Original Indenture, as supplemented by this Seventy-Fourth Supplemental Indenture and the other supplemental indentures, and
shall be subject to all of the terms, conditions and covenants and limitations thereof. The aggregate principal amount of the Series ZZZ Bonds, which may be executed by the Company and authenticated and delivered by the Trustee and secured by the
Indenture as from time to time in effect, is limited to the extent provided in Section 1 of Article II of the Original Indenture. The Company has authorized the issuance and sale on the date hereof of $800,000,000 aggregate principal amount of
Series ZZZ Bonds. The Company may, from time to time, without notice to or the consent of the registered holders of the Series ZZZ Bonds but upon and subject to the terms and provisions of the Indenture, increase the principal amount of the Series
ZZZ Bonds under the Indenture and issue such increased principal amount, or any portion thereof. Any additional Series ZZZ Bonds so issued shall have the same form and terms (other than offering price, the date of original issuance and, under
certain circumstances, the date from which interest thereon shall begin to accrue and the 11
first Interest Payment Date (as defined below)) as the Series ZZZ Bonds previously issued and shall form a single series of bonds under the Indenture with the previously issued Series ZZZ Bonds.
Section 3: The Series ZZZ Bonds shall be issued only as fully registered bonds without coupons.
The fully registered bonds without coupons and the certificate of authentication to be endorsed on all Series ZZZ Bonds shall be substantially in the form set forth on the Form of Bond. In addition, the Series ZZZ Bonds may be issuable in whole or
in part in the form of one or more securities that evidence all or part of the bonds of such series and are registered in the name of a depositary (as defined below) or a nominee thereof for such series (each, a Global Security)
and, in such case, the Board of Directors of the Company (or an authorized officer designated by the Board of Directors of the Company) shall appoint a clearing agency registered under the Securities Exchange Act of 1934, as amended (the
Exchange Act), designated to act as depositary (a depositary) for such Global Securities; the initial depositary so appointed is The Depository Trust Company. The definitive Series ZZZ Bonds shall be numbered in
such manner as the Company shall at any time or from time to time determine. Section 4: In the
event Series ZZZ Bonds are issued as Global Securities the following provisions, in addition to the provisions of the Indenture, shall apply: (1) Each Global Security authenticated under the Indenture shall be registered in the name of the depositary designated
for such Global Security or a nominee thereof and delivered to such depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Series ZZZ Bond for all purposes of this Supplemental Indenture. (2) Notwithstanding any other provision in this Supplemental Indenture, no Global Security may be exchanged in whole or
in part for Series ZZZ Bonds registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any person other than the depositary for such Global Security or a nominee thereof unless (A) such depositary
has notified the Company that it is unwilling or unable to continue as depositary for the Global Security or Global Securities, as the case may be, representing the Series ZZZ Bonds and a successor depositary has not been appointed by the Company
within 90 days of receipt by the Company of such notification, (B) if at any time the depositary ceases to be a clearing agency registered under the Exchange Act at a time when the depositary is required to be so registered to act as such
depositary and no successor depositary shall have been appointed by the Company within 90 days after it became aware of the depositarys ceasing to be so registered, (C) the Company, in its sole discretion, executes and delivers to the
Trustee a written order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary to the effect that the Global Securities
of such series shall be exchangeable as described below, or (D) a completed default (as defined in the Indenture) has occurred and is continuing with respect to the Series ZZZ Bonds. If any of the events described in clauses
(A) through (D) of the preceding sentence occur, the beneficial owners of interests in such Global Securities will be entitled to exchange those interests for definitive Series ZZZ Bonds and, without unnecessary delay but in any event not later
than the earliest date on which those interests may be so exchanged, the Company will prepare and deliver to the Trustee definitive Series ZZZ Bonds in such form and denominations as are required by or pursuant to the Indenture, and in an aggregate
principal amount equal to the aggregate principal amount of such Global Securities, such bonds to be duly executed by the Company. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be
surrendered from time to time by the depositary as shall be specified in the order from the Company with respect thereto (which the Company agrees to deliver) to the Trustee, as the Companys agent for such purpose, and in accordance with any
instructions given to the Trustee and the depositary by the Company (which instructions shall be in writing but need not be contained in or accompanied by an officers certificate or be accompanied by an opinion of counsel), to be exchanged, in
whole or in part, for definitive Series ZZZ Bonds as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of each surrendered Global Security, a like aggregate principal amount
of definitive Series ZZZ Bonds of authorized denominations as the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such depositary or its
custodian. If a definitive Series ZZZ Bond is issued in exchange for any portion of a Global Security after the close of business at the place where such exchange occurs on or after (i) any regular record date for a regularly scheduled interest
payment date (an Interest Payment Date) for such bond and before the opening of business at that place of exchange on such Interest Payment Date, or (ii) any special record date for the payment of interest for such bond which
was not punctually paid or duly provided for on any Interest Payment Date (Defaulted Interest) and before the opening of business at such place of exchange on the 12
related proposed date for the payment of such Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be,
in respect of such definitive bond, but shall be payable on the Interest Payment Date or proposed date for payment, as the case may be, only to the person to whom interest in respect of such portion of such Global Security shall be payable in
accordance with the provisions of the Indenture and the Series ZZZ Bonds. (3) Subject to Clause (2) above,
any exchange or transfer of a Global Security for other Series ZZZ Bonds may be made in whole or in part, and all definitive Series ZZZ Bonds issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in
such names as the depositary for such Global Security shall direct. (4) Every Series ZZZ Bond authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such bond is registered in the name
of a person other than the depositary for such Global Security or a nominee thereof. (5) Every Global Security
authenticated and delivered hereunder shall bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER
PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN. Section 5:
The Series ZZZ Bonds may contain or have imprinted thereon such provisions or specifications not inconsistent with the Indenture as may be required to comply with the rules of any stock exchange or any federal or state authority or commission, or to
comply with usage with respect thereto, and may bear such other appropriate endorsements or notations as are authorized or permitted by the Indenture. Section 6: In the manner and subject to certain conditions and limitations specified herein and in
the Indenture, Series ZZZ Bonds may be exchanged without a service charge for a like aggregate principal amount of such Series ZZZ Bonds of other authorized denomination or denominations; provided that the Company may require payment of a sum or
sums sufficient to reimburse it for any stamp tax or other governmental charge payable in connection therewith. Section 7: The Company shall maintain in the City and County of Los Angeles, State of California,
and in such other place or places as the Company may designate at any time or from time to time, an office or agency where Series ZZZ Bonds, including Series ZZZ Bonds issued in definitive certificated form, may be presented for payment,
registration, transfer and exchange as provided therein or in the Indenture. Without limitation to the foregoing, if Series ZZZ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4
of this Article I, the Company shall also maintain in the Borough of Manhattan, City and County of New York, State of New York, an office or agency where Series ZZZ Bonds, including Series ZZZ Bonds issued in definitive certificated form, may be
presented for payment, registration, transfer and exchange as provided therein or in the Indenture. Such office or agency in the City and County of Los Angeles, State of California, and any such office or agency in the Borough of Manhattan, City and
County of New York, State of New York, shall be a corporate trust office of the Trustee unless and until the Company shall designate another office or agency by notice in writing delivered to the Trustee. Section 8: No transfer or exchange of any Series ZZZ Bonds pursuant to any of the provisions of this
Article I shall be made except upon and in accordance with all of the applicable terms, provisions and conditions of said bonds and of the Indenture. 13
ARTICLE II MISCELLANEOUS PROVISIONS Section 1: This instrument is executed and shall be construed as an indenture supplemental to the
Original Indenture and shall form a part thereof and, as supplemented by this Seventy-Fourth Supplemental Indenture, the Original Indenture as heretofore supplemented and amended is hereby confirmed. Section 2: All terms used in this Seventy-Fourth Supplemental Indenture shall be taken to have
meaning as in the Original Indenture, as heretofore supplemented and amended, except terms which may be otherwise expressly defined herein and in cases where the context clearly indicates otherwise. Section 3: In order to facilitate the filing of this Seventy-Fourth Supplemental Indenture, the same
may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, but such counterparts shall constitute but one and the same instrument. Section 4: All of the covenants, stipulations, promises and agreements in this Seventy-Fourth
Supplemental Indenture by or on behalf of the Company shall bind its successors and assigns, whether so expressed or not. Section 5: To the extent any provision in this Seventy-Fourth Supplemental Indenture conflicts with
any provision in the Indenture, the provisions of this Seventy-Fourth Supplemental Indenture shall govern; provided, however, that in the event such conflict would require bondholder consent, the terms and provisions of the Indenture shall
govern. Section 6: The Original Indenture, as heretofore amended and supplemented, insofar as
it applies to the Series ZZZ Bonds, this Seventy-Fourth Supplemental Indenture and the Series ZZZ Bonds shall be governed by and construed in accordance with the laws of the State of California, without regard (to the extent permitted by applicable
law) to conflicts of laws principles thereof; provided, that, notwithstanding the foregoing, the creation, perfection and enforcement of any mortgage or lien on real property or improvements thereon or fixtures attached thereto under the
Original Indenture, as heretofore amended and supplemented, insofar as it applies to the Series ZZZ Bonds, or this Seventy-Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State where such real
property or improvements thereon or fixtures attached thereto, as the case may be, are located, without regard (to the extent permitted by applicable law) to conflicts of laws principles thereof. Section 7: The words execution, signed, signature, and words of
like import in this Seventy-Fourth Supplemental Indenture or in any instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with this Seventy-Fourth
Supplemental Indenture shall include (subject to the provisions set forth in the last sentence of this Section 7) images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation,
pdf, tif or jpg) and electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest
extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. Without limitation to the foregoing, and anything in this Seventy-Fourth Supplemental Indenture to the contrary notwithstanding, except as set forth in the proviso to
this sentence, (a) this Seventy-Fourth Supplemental Indenture and any other instruments, agreements, certificates, legal opinions, negative assurance letters or other documents entered into or delivered pursuant to or in connection with this
Seventy-Fourth Supplemental Indenture may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all references in this Seventy-Fourth Supplemental Indenture to the execution, attestation or
authentication of any bond of this series (including any Global Security) or any certificate of authentication appearing on or attached to any such bond by means of a manual or facsimile signature shall be deemed to include signatures that are made
or transmitted by any of the foregoing electronic means or formats; provided that, notwithstanding the foregoing, this Seventy-Fourth Supplemental Indenture may not be executed or attested by the parties hereto by DocuSign, AdobeSign or other
electronic signature, and no Series ZZZ Bond (including, without limitation, any Global Security) and no certificate of authentication on 14
any Series ZZZ Bond (including, without limitation, any Global Security) may be executed by DocuSign, AdobeSign or other electronic signature and each certificate of authentication must be
executed by the Trustee by manual signature of an authorized signatory. {Signature Page Follows} 15
IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused
this Seventy-Fourth Supplemental Indenture to be signed in its name and behalf by its duly authorized officer and its corporate seal to be hereunto affixed duly attested by its Secretary or one of its Assistant Secretaries, and U.S. BANK NATIONAL
ASSOCIATION, to evidence its acceptance of the trusts hereby created, has caused this Seventy-Fourth Supplemental Indenture to be signed in its name and behalf by its duly authorized officer as of the day and year first above written. /s/ Valerie A. Bille (CORPORATE SEAL) /s/ Jennifer A. DeMarco /s/ Fonda Hall
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On March 8, 2023, before me, Leslie C. French, a Notary Public, personally appeared
VALERIE A. BILLE and JENNIFER A. DEMARCO, who 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 upon behalf of which the persons 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. /s/ Leslie C. French SIGNATURE OF NOTARY PUBLIC
A notary public or other officer completing this certificate verifies only the identity of the individual who
signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On March 9, 2023, before me, Lisa R. Perez, a Notary Public, personally appeared FONDA
HALL, of U.S. BANK NATIONAL ASSOCIATION, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/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. /s/ Lisa R. Perez SIGNATURE OF NOTARY PUBLIC
EXHIBIT A FORM OF BOND (Attached)
[If this bond is issued as a global security, insert the following legend: THIS SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.] SAN DIEGO
GAS & ELECTRIC COMPANY (INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA) 5.350% FIRST MORTGAGE BOND, SERIES ZZZ, DUE 2053 SAN DIEGO GAS & ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of
California (hereinafter called the Company, which term shall include any successor corporation, as defined in the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to
____________________________, or registered assigns, the principal sum of _____________________________dollars in lawful money of the United States of America, on April 1, 2053, and to pay interest thereon from March 10, 2023, or from the
most recent date to which interest has been paid or duly provided for on the Series ZZZ Bonds (as defined on the reverse hereof), at the rate of 5.350% per annum in like lawful money, payable semi-annually in arrears, on April 1 and
October 1 (each, an Interest Payment Date) in each year, commencing October 1, 2023, to the person in whose name this bond (as defined on the reverse hereof) is registered at the close of business on the immediately
preceding March 15 and September 15, respectively, until the Companys obligation with respect to the payment of such principal (and premium, if any) shall be discharged as provided in the Indenture hereinafter mentioned. The
principal of (and premium, if any) and interest on this bond will be paid at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee (as defined on the reverse hereof)) in the City and
County of Los Angeles, State of California and, if Series ZZZ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-Fourth Supplemental Indenture (as
defined on the reverse hereof), at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York. Notwithstanding the foregoing, so long as the registered holder of this
bond is a depositary (as defined in the Seventy-Fourth Supplemental Indenture) or its nominee, payment of the principal of and premium, if any, and interest on this bond will be made by wire transfer of immediately available funds; and, if the
Series ZZZ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-Fourth Supplemental Indenture, the Company may at its option pay interest on the Series
ZZZ Bonds in definitive certificated form by check mailed to the addresses of the persons entitled to payment or by wire transfer to bank accounts in the United States designated in writing to the Trustee at least 15 days before the applicable
Interest Payment Date by the persons entitled to such payment. The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place. This bond shall not be valid or become obligatory for any purpose unless and until U.S. BANK NATIONAL ASSOCIATION, as Trustee
under the Indenture, or its successor thereunder, shall have signed the certificate of authentication endorsed hereon. A-1
IN WITNESS WHEREOF, SAN DIEGO GAS & ELECTRIC COMPANY has caused
this instrument to be executed in its name by the signature or facsimile signature of its President or any Vice President and its corporate seal or a facsimile thereof to be hereto affixed and attested by the signature or facsimile signature of its
Secretary or any Assistant Secretary. SAN DIEGO GAS & ELECTRIC COMPANY By: ___________________________________ Name: Title: (CORPORATE SEAL) Attest:
Name: A-2
[REVERSE SIDE OF 5.350% FIRST MORTGAGE BOND, SERIES ZZZ, DUE 2053] This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the series and
designation indicated on the face hereof (the Series ZZZ Bonds), all issued and to be issued under and equally secured by a Mortgage and Deed of Trust dated July 1, 1940, and indentures supplemental thereto, including the
Seventy-Fourth Supplemental Indenture (the Seventy-Fourth Supplemental Indenture) dated as of March 10, 2023 (which Mortgage and Deed of Trust, as so amended and supplemented and as the same may be further amended or
supplemented from time to time, is herein called the Indenture), executed by the Company to U.S. Bank National Association, as successor trustee (herein called, together with its successors in such capacity, the
Trustee), to which Indenture reference is hereby made for a description of the property mortgaged, pledged, hypothecated and in which a security interest was granted, the nature and extent of the security, the rights of the
holders of the Series ZZZ Bonds as to such security, and the terms and conditions upon which the Series ZZZ Bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due on the conditions, in the
manner and at the time set forth in the Indenture, upon the happening of a completed default (as defined in the Indenture) as in the Indenture provided. This Series ZZZ Bond is one of a series of Series ZZZ Bonds and is sometimes referred to as
this bond. Interest on the Series ZZZ Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of
the Company or of the holders of the Series ZZZ Bonds, or the terms and provisions of the Indenture or of any indentures supplemental thereto, may be modified or altered by the affirmative vote of the holders of the percentage of principal amount of
bonds required by the Indenture; provided, however, that without the consent of the holder hereof no such modification or alteration shall permit, among other things, the reduction of the principal or premium, if any, or the extension of the
maturity of the principal of this bond, or the reduction of the rate of interest hereon, or any other modification of the terms of payment of such principal or premium, if any, or interest. The Company, the Trustee, any paying agent, any registrar, and any depositary may deem and treat the person in whose name this
bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and premium, if any, and interest hereon and for all other purposes and shall not be affected by any notice to the
contrary. Prior to October 1, 2052 (the Par Call Date), the Company may redeem the Series ZZZ
Bonds at the Companys option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date (assuming the Series ZZZ Bonds matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 25 basis points less (b) interest accrued to the date of redemption, and (2)
100% of the principal amount of the Series ZZZ Bonds to be redeemed, plus, in either case, accrued and unpaid interest thereon to the
redemption date. On and after the Par Call Date, the Company may redeem the Series ZZZ Bonds at the Companys
option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Series ZZZ Bonds being redeemed plus accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing, installments of interest on Series ZZZ Bonds that are due and payable on any Interest Payment
Date falling on or prior to a redemption date will be payable on that Interest Payment Date to the registered holders thereof as of the close of business on the relevant record date according to the terms of the Series ZZZ Bonds and the Indenture.
A-3
Notice of any redemption will be mailed at least 30 days, but not more than
60 days, before the redemption date to each registered holder of the Series ZZZ Bonds to be redeemed. Once notice of redemption is mailed, the Series ZZZ Bonds called for redemption will become due and payable on the redemption date at the
applicable redemption price, plus accrued and unpaid interest to the redemption date, provided that the Company may rescind any notice of redemption by notice given not less than five days prior to the proposed redemption date. Redemption will not
be conditional upon receipt by the Trustee of monies sufficient to pay the redemption price. Unless the Company defaults
in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Series ZZZ Bonds or portions thereof called for redemption. The Company will pay the redemption price and any accrued and unpaid interest
once the Series ZZZ Bonds are surrendered for redemption. In the event that the Company elects to redeem only a portion
of the outstanding Series ZZZ Bonds on any redemption date, (a) the Series ZZZ Bonds to be redeemed shall be selected as provided in the Indenture and, in the case of Series ZZZ Bonds represented by a Global Security (as defined in the
Seventy-Fourth Supplemental Indenture), in accordance with the procedures of The Depository Trust Company (or its successor as depositary for the Series ZZZ Bonds), (b) in the case of any Series ZZZ Bond being redeemed in part, the principal amount
redeemed must be $1,000 or an integral multiple of $1,000 and the unredeemed portion of the principal amount of such Series ZZZ Bond must be an authorized denomination, and (c) the Trustee will deliver without charge one or more new Series ZZZ
Bonds in principal amount equal to the unredeemed portion of the principal amount of the Series ZZZ Bonds surrendered for redemption. Treasury Rate means, with respect to any redemption date, the yield determined by the Company in accordance
with the following two paragraphs. The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City
time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day (as defined below) preceding the redemption date based upon the yield or yields for
the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as Selected Interest Rates (Daily)H.15 (or any
successor designation or publication) (H.15) under the caption U.S. government securitiesTreasury constant maturitiesNominal (or any successor caption or heading) (H.15 TCM). In determining the
Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the Remaining Life); or (2) if there is
no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or
(3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable
Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date. As used in this paragraph and the
immediately succeeding paragraph, the term business day means any day (other than a Saturday or Sunday) on which banking institutions in The City of New York are not authorized or obligated by law or executive order to remain closed.
If on the third business day preceding the redemption date H.15 TCM is no longer published, the Company shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or
with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from
the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there
are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United A-4
States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal
places. The Companys actions and determinations in determining the redemption price shall be conclusive and binding
for all purposes, absent manifest error. The Company will notify the Trustee of the redemption price promptly after the calculation thereof and the Trustee shall have no duty or obligation with respect to calculation of the redemption price. As more fully provided in and subject to the provisions of the Indenture, the Company will redeem the Series ZZZ Bonds in the
event of the sale, release, taking by eminent domain or purchase by public authority of property constituting or including all or substantially all of the electric distribution system of the Company in the City of San Diego, all as more fully
provided in the second paragraph of Section 13 of Article XI of the Indenture, in which event the Company will redeem Series ZZZ Bonds (in the principal amount determined pursuant to the second paragraph of Section 13 of Article XI of the
Indenture) at a redemption price equal to 100% of the principal amount of the Series ZZZ Bonds being redeemed, plus accrued and unpaid interest on the Series ZZZ Bonds being redeemed to the applicable redemption date. This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee) in the City and County of Los Angeles, State of California, and, if Series ZZZ Bonds are issued in definitive
certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-Fourth Supplemental Indenture, at the office or agency maintained by the Company for such purpose in the Borough of Manhattan, City
and County of New York, State of New York, upon surrender and cancellation of this bond and thereupon a new registered bond or bonds of the same series of authorized denominations and of a like aggregate principal amount, will be issued to the
transferee in exchange herefor as provided in the Indenture, upon payment of any tax or taxes or other governmental charges required to be paid by the Company by reason of such transfer. The registered owner of any Series ZZZ Bond, at the option of such holder, may surrender the same, accompanied by a written
instrument of transfer in form approved by the Company duly executed by the registered owner, at the office or agency maintained by the Company for that purpose (initially the corporate trust office of the Trustee) in the City and County of Los
Angeles, State of California and, if Series ZZZ Bonds are issued in definitive certificated form under the circumstances set forth in clause (2) of Section 4 of Article I of the Seventy-Fourth Supplemental Indenture, at the office or
agency maintained by the Company for such purpose in the Borough of Manhattan, City and County of New York, State of New York, for cancellation in exchange for another or other registered bonds of the said series of higher or lower authorized
denominations of an aggregate principal amount equal to the aggregate principal amount of the bond or bonds so surrendered and bearing interest as provided in Section 9 of Article II of the Indenture, and upon payment of any tax or taxes or
other governmental charges required to be paid by the Company by reason of such exchange and subject to the terms and conditions specified in the Indenture, and thereupon the Company shall execute and deliver to the Trustee and the Trustee shall
authenticate and deliver such other bonds to such registered owner at its office or at such office or agency of the Company, at the option of such registered owner. No recourse shall be had for the payment of the principal of (or premium, if any) or the interest on this bond, or any part
thereof, or of any claim based hereon or in respect hereof or of said Indenture, against any incorporator, or any past or future stockholder, officer or director, as such, of the Company or of any predecessor or successor corporation, either
directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture. In any case where any Interest Payment Date, any redemption date or the final maturity date of the Series ZZZ Bonds shall not
be a Business Day at any Place of Payment (as those terms are defined in the next sentence), then payment of the principal, premium, if any, and interest due on such Interest Payment Date, redemption date or
A-5
final maturity date, as the case may be, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on such Interest Payment Date, redemption date or final maturity date, as the case may be, and, in that case, no interest will accrue on the amount payable for the period from and after such Interest Payment Date, redemption
date or final maturity date, as the case may be. As used in the immediately preceding sentence, Place of Payment means the City and County of Los Angeles, State of California and any other place or places where the Company may from time
to time maintain an office or agency where Series ZZZ Bonds may be presented for payment, and Business Day, when used with respect to any Place of Payment, means a day other than (i) a Saturday or a Sunday or (ii) a day on
which banking institutions in that Place of Payment are authorized or obligated by law or executive order to remain closed. This Series ZZZ Bond shall be governed by and construed in accordance with the laws of the State of California, without regard
(to the extent permitted by applicable law) to conflicts of laws principles thereof. ************** This bond is one of the bonds of the series designated therein, described in the within-mentioned Indenture. A-6
Counties of
Official
San Diego
Orange
Riverside
Imperial
Records
Book
5893
3304
1829
2369
Page
291
205
3
456
Date
Dec. 5, 1955
Dec. 5, 1955
Dec. 5, 1955
Nov. 22, 1974
Book
6829
4099
2175
1369
Page
390
109
538
492
Date
Nov. 12, 1957
Nov. 12, 1957
Nov. 12, 1957
Nov. 22, 1974
Book
1960 Series 1
5455
2780
1369
Page
File No. 202061
385
3
541
Date
Oct. 10, 1960
Oct. 10, 1960
Oct. 10, 1960
Nov. 22, 1974
Book
1967 Series 8
8197
Endorsement
1369
Page
File No. 33860
129
No. 20925
618
Date
Mar. 13, 1967
Mar. 13, 1967
Mar. 13, 1967
Nov. 22, 1974
Book
1968 Series 9
8691
1369
Page
69
694
Doc. No.
138926
9816
78781
Date
Aug. 14, 1968
Aug. 14, 1968
Aug. 14, 1968
Nov. 22, 1974
Book
1968 Series 9
8810
Endorsement
1369
Page
375
No. 119982
706
Doc. No.
215131
Date
Dec. 9, 1968
Dec. 9, 1968
Dec. 9, 1968
Nov. 22, 1974
Book
1970
9217
Endorsement
1369
Page
516
No. 14780
725
Doc. No.
27782
Date
Feb. 16, 1970
Feb. 16, 1970
Feb. 16, 1970
Nov. 22, 1974
Book
File/Page
9810
Endorsement
1369
Page
No. 212688
539
No. 106508
744
Date
Sept. 20, 1971
Sept. 20, 1971
Sept. 20, 1971
Nov. 22, 1974
Book
File/Page
11055
Endorsement
1369
Page
No. 74-006878
1
No. 3853
763
Date
Jan. 10, 1974
Jan. 10, 1974
Jan. 10, 1974
Nov. 22, 1974
Book
File/Page
11303
Endorsement
1369
Page
No. 74-322156
458
No. 157219
1689
Date
Dec. 11, 1974
Dec. 11, 1974
Dec. 11, 1974
Dec. 11, 1974
Book
File/Page
11395
Instrument
1374
Page
No. 755-108612
1879
No. 52617
809
Date
May 7, 1975
May 7, 1975
May 7, 1975
May 7, 1975
Book
File/Page
11500
Instrument
1378
Page
No. 75-235624
1620
No. 107732
952
Date
Sept. 2, 1975
Sept. 2, 1975
Sept. 3, 1975
Sept. 2, 1975
Book
File/Page
11815
Instrument
1389
Page
No. 76-224493
640
No. 103484
687
Date
July 16, 1976
July 16, 1976
July 16, 1976
July 16, 1976
Book
File/Page
12110
Instrument
1398
Page
No. 77-100483
58
No. 45619
1675
Date
Mar. 18, 1977
Mar. 18, 1977
Mar. 18, 1977
Mar. 18, 1977
Counties of
Official
San Diego
Orange
Riverside
Imperial
Records
Book
File/Page
12672
Instrument
1415
Page
No. 78-194210
1803-1822
No. 94450
1638
Date
May 12, 1978
May 12, 1978
May 12, 1978
May 12, 1978
Book
File/Page
13530
Instrument
1448
Page
No. 80-082569
722
No. 47195
1221
Date
Mar. 11, 1980
Mar. 11,1980
Mar. 11, 1980
Mar. 11, 1980
Book
File/Page
13687
Instrument
1455
Page
No. 80-245100
349
No. 139349
1660
Date
Aug. 1, 1980
Aug. 1, 1980
Aug. 1, 1980
Aug. 1, 1980
Book
File/Page
Instrument
Instrument
1472
Page
No. 81-22576
No. 24605
No. 135815
508
Date
July 17, 1981
July 17, 1981
July 17, 1981
July 17, 1981
Book
File/Page
Instrument
Instrument
1479
Page
No. 82-02387
No. 82-031423
No. 16093
1714
Date
Jan. 27, 1982
Jan. 27, 1982
Jan. 27, 1982
Jan. 27, 1982
Book
File/Page
File/Page
File/Page
1489
Page
No. 82-257258
No. 82-291894
No. 82/143370212
Date
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Book
File/Page
File/Page
File/Page
1489
Page
No. 82-257259
No. 82-291895
No. 82-143371
236
Date
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Book
File/Page
File/Page
File/Page
1489
Page
No. 82-257260
No. 82-291896
No. 82/143372260
Date
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Aug. 19, 1982
Book
File/Page
File/Page
File/Page
1503
Page
No. 83-200545
No. 83-253901
No. 118670
743
Date
June 15, 1983
June 15, 1983
June 15, 1983
June 15, 1983
Book
File/Page
File/Page
File/Page
1505
Page
No. 83-252396
No. 83-316224
No. 147671
583
Date
July 22, 1983
July 22, 1983
July 22, 1983
July 22, 1983
Book
File/Page
File/Page
File/Page
1508
Page
No. 83-339007
No. 83-417956
194083
1425
Date
Sept. 22, 1983
Sept. 22, 1983
Sept. 22, 1983
Sept. 22, 1983
Counties of
Official
Records
Yuma
Maricopa
Book
Docket 1352
File No.
Page
272-1002
83-399354
Book
Docket 1353
Page
1-264
Date
Sept. 28, 1983
Oct. 3, 1983
Counties of
Official
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Records
Counties of
Official
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Records
Page
84-161897
84-180870
92011
1552
1382
84-186813
Date
5/2/84
5/2/84
5/2/84
4/30/84
743-761
5/2/84
4/30/84
Book
File/Page
File/Page
File/Page
1533
Docket
File No.
Page
84-466428
84-517843
267452
753
1413
84-537706
Date
12/14/84
12/14/84
12/14/84
12/14/84
216-235
12/14/84
12/14/84
Book
File/Page
File/Page
File/Page
1546
Docket
File No.
Page
85-323210
85-333505
198810
708
1450
85-418309
Date
9/4/85
9/4/85
9/4/85
9/4/85
816
9/4/85
9/4/85
Book
File/Page
File/Page
File/Page
1550
Docket
File No.
Page
85-42465
85-481794
270136
1573
1463
85-568874
Date
12/2/85
12/2/85
12/2/85
12/3/85
215
12/2/85
12/3/85
Book
File/Page
File/Page
File/Page
1562
Docket
File No.
Page
86-279922
86-290957
158161
549
1491
86-347412
Date
7/8/86
7/8/86
7/8/86
7/8/86
639-657
7/8/86
7/8/86
Book
File/Page
File/Page
File/Page
1571
Docket
File/Page
Page
86-576027
86-606666
314771
240
1512
86-680502
Date
12/10/86
12/10/86
12/10/86
12/10/86
5-24
12/10/86
12/10/86
Book
File/Page
File/Page
File/Page
1588
Docket
File/Page
Page
87-532270
87-530266
273181
844
1555
87-585903
Date
9/21/87
9/21/87
9/21/87
9/21/87
844
9/21/87
9/21/87
Book
File/Page
File/Page
File/Page
1646
Docket
File/Page
Page
90-217585
90-212277
146794
1280
1686
90-176460
Date
4/23/90
4/23/90
4/23/90
4/23/90
92-120
4/23/90
4/23/90
Book
File/Page
File/Page
File/Page
1687
Docket
File/Page
Page
91-632073
91-674397
425578
743
1771
91-0574751
Date
12/09/91
12/09/91
12/09/91
12/09/91
711-728
12/09/91
12/09/91
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
92-185636
92-202372
115201
92-06577
1790
92-0169646
Date
4/1/92
4/1/92
4/1/92
4/1/92
954-970
4/1/92
4/1/92
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
92-0363471
92-393790
214904
92-011833
1804
92-0317072
Date
6/11/92
6/11/92
6/11/92
6/11/92
73-88
6/11/92
6/11/92
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
92-0650893
92-692066
384167
92-21988
1824
92-0575062
Date
10/13/92
10/13/92
10/13/92
10/13/92
670-689
10/13/92
10/13/92
Counties of
Official
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Records
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
92-0788665
92-845626
471625
92-27082
1834
92-0700568
Date
12/9/92
12/10/92
12/10/92
12/9/92
187-206
12/9/92
12/9/92
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
93-0257065
93-0277892
153382
93-009487
1859 Fee 09300
93-0246725
Date
4/27/93
4/27/93
4/27/93
4/27/93
4/27/93
4/26/93
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
93-0395609
93-0420127
239922
93-14224
Fee 14413
93-0403060
Date
6/23/93
6/23/93
6/23/93
6/23/93
6/23/93
6/23/93
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
93-0474705
93-0496100
288868
93-17399
Fee 17163
93-0487598
Date
7/26/93
7/26/93
7/27/93
7/27/93
7/27/93
7/27/93
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
95-0230457
95-0232951
175604
95-11739
246-264
95-0313576
Date
6/01/95
6/01/95
6/01/95
6/01/95
6/01/95
6/01/95
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
95-0230458
95-0232952
175605
95-11740
265-284
95-0313577
Date
6/01/95
6/01/95
6/01/95
6/01/95
6/01/95
6/01/95
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
05-00384477
04-683110
04-0766976
04-021901
04-29663
04-941699
Date
1/14/05
7/28/04
9/28/04
7/15/04
8/16/04
8/13/04
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
20050441722
2005000405730
20050145832
019964
200522373
20050711918
Date
5/25/05
5/26/05
5/25/05
5/25/05
5/25/05
5/27/05
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
20051016267
2005000945695
20050981667
2006005449
200553032
20051852692
Date
11/23/05
11/28/05
11/29/05
1/30/06
12/2/05
12/7/05
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2006-0413693
2006000404447
2006-0422620
2006-032418
2006-23999
2006-0802735
Date
6/12/06
6/16/06
6/12/06
7/11/06
6/12/06
6/14/06
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2006-0683713
2006000643109
713252
06-46145
2006-39635
20061310143
Date
9/26/06
9/27/06
9/27/06
9/28/06
9/29/06
10/3/06
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2007-0625504
2007000581227
2007-0600369
2007-036497
2007-33238
2007-1062404
Date
9/25/07
9/25/07
9/25/07
9/25/07
9/25/07
9/26/07
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2009-0320954
2009000305886
2009-0311041
2009-017587
16744
20090542104
Date
6/12/09
6/12/09
6/18/09
6/12/09
6/15/09
6/15/09
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2010-0252569
2010000239342
2010-0235807
2010-012850
2010-12687
20100431348
Date
5/20/10
5/21/10
5/21/10
5/21/10
5/21/10
5/21/10
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2010-0490784
2010000458947
2010-0443991
2010-023359
2010-22669
20100800415
Counties of
Official
Records
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Date
9/16/10
9/16/10
9/16/10
9/16/10
9/16/10
9/16/10
Book
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
2011-0503399
2011000478379
2011-0432021
2011-023234
2011-21920
20110802020
Date
09/28/11
09/28/11
09/29/11
09/28/11
09/28/11
09/28/11
Records
Fifty-Ninth Supplemental Indenture
including the Original
Indenture and fifty-eight prior supplemental indentures thereto
Book
Page
Date
201110120001817
Counties of
Official
Records
Clark
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Sixtieth
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
201112010001775
2011-
2011000611302
2011-
0529988
2011-
028759
2011-
26889
20110993917
Date
12/1/2011
12/1/11
12/1/11
12/1/11
12/1/11
12/1/11
12/1/11
Sixty-First
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
20120410
2012-
0207656
20120020
2012-
0163282
2012-
007887
2012-
08966
20120296804
Date
4/10/12
4/10/12
4/10/12
4/10/12
4/10/12
4/10/12
4/10/12
Sixty-Second
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
201309300001532
2013-
0592759
2013000559137
0466671
2013022171
2013-
26910
20130866250
Date
9/30/13
9/30/13
9/30/13
9/26/13
9/26/13
9/30/13
9/30/13
Sixty-Third
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
Page
20150318-
0000267
2015-
0125062
2015000137709
2015-
0105656
2015005389
2015-
06017
2015-
0308470
Date
3/18/2015
3/18/2015
3/18/15
3/17/2015
3/20/2015
3/20/2015
5/01/15
Sixty-Fourth
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
20150318-
0000268
2015-
0125063
2015000137710
2015-
0105657
2015005397
2015-
06018
2015-
0308471
Date
3/18/2015
3/18/2015
3/18/2015
3/17/2015
3/20/15
3/20/2015
5/01/15
Sixty-Fifth
Book
File/Page
File/Page
File/Page
File/Page
Book/Page
Docket
File/Page
20160525-
0000179
2016-
0255036
2016000231993
2016-
0218234
2016010377
2016-
12517
2016-
0355233
Date
5/25/2016
5/25/2016
5/24/2016
5/27/2016
6/1/2016
5/25/2016
5/24/2016
Counties of
Official
Records
Clark
San Diego
Orange
Riverside
Imperial
Yuma
Maricopa
Book
File/Page
0000678
File/Page
0261951
File/Page
File/Page
0233575
Book/Page
Docket
15226
File/Page
0429520
Book
File/Page
0000994
File/Page
0206641
File/Page
File/Page
0203756
Book/Page
Docket
15182
File/Page
0390726
Book
File/Page
0001990
File/Page
0213646
File/Page
File/Page
0212524
Book/Page
Docket
14196
File/Page
0414851
Book
File/Page
0001114
File/Page
0180371
File/Page
File/Page
0218763
Book/Page
Docket
11190
File/Page
Book
Page
File/Page
20200930-
0002895
File/Page
2020-
File/Page
2020000535597
File/Page
2020-
Book/Page
Docket
29556
File/Page
Book
Page
File/Page
20210813-
0002066
File/Page
2021-
File/Page
2021000541053
File/Page
2021-
Book/Page
Docket
30813
File/Page
Book
Page
File/Page
20220314-
0000436
File/Page
2022-
File/Page
2022000103411
File/Page
2022-
Book/Page
Docket
08818
File/Page
Book
Page
File/Page
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SAN DIEGO GAS & ELECTRIC COMPANY
By:
Name:
Valerie A. Bille
Title:
Vice President, Controller, Chief Accounting Officer and Treasurer
Attest:
By:
Name:
Jennifer A. DeMarco
Title:
Corporate Secretary
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:
Name:
Fonda Hall
Title:
Vice President
STATE OF CALIFORNIA
)
)
ss
COUNTY OF SAN DIEGO
)
STATE OF CALIFORNIA
)
)
ss
COUNTY OF LOS ANGELES
)
No. ______
$___________________
CUSIP No. 797440 CD4
ISIN No. US797440CD44
Dated:__________________________________
Title:
U.S. BANK NATIONAL ASSOCIATION,
As Trustee
By:
Authorized Officer
Date of Authentication:
Exhibit 5.1
12670 High Bluff Drive | ||||
San Diego, California 92130 | ||||
Tel: +1.858.523.5400 Fax: +1.858.523.5450 | ||||
www.lw.com | ||||
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FIRM / AFFILIATE OFFICES | |||
Austin | Milan | |||
Beijing | Munich | |||
Boston | New York | |||
Brussels | Orange County | |||
Century City | Paris | |||
Chicago | Riyadh | |||
March 10, 2023 | Dubai | San Diego | ||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Shanghai | |||
Hong Kong | Silicon Valley | |||
Houston | Singapore | |||
London | Tel Aviv | |||
Los Angeles | Tokyo | |||
Madrid | Washington, D.C. |
San Diego Gas & Electric Company
8330 Century Park Court
San Diego, California 92123
Re: | Registration Statement No. 333-239178; Issuance of $800,000,000 Aggregate Principal Amount of 5.350% First Mortgage Bonds, Series ZZZ, due 2053 |
To the addressees set forth above:
We have acted as special counsel to San Diego Gas & Electric Company, a California corporation (the Company), in connection with the Companys issuance of $800,000,000 aggregate principal amount of 5.350% First Mortgage Bonds, Series ZZZ, due 2053 (the Bonds) under an indenture, dated as of July 1, 1940, between the Company and U.S. Bank National Association, as successor trustee (the Trustee), as amended and supplemented to date (the Indenture), including as supplemented by the Seventy-Fourth Supplemental Indenture, dated March 10, 2023, between the Company and the Trustee, setting forth the terms of the Bonds, and pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on June 15, 2020 (Registration No. 333-239178) (the Registration Statement), and an underwriting agreement, dated March 6, 2023, between the underwriters named therein and the Company.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to
March 10, 2023
Page 2
the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Bonds.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the State of California and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Bonds have been duly authorized by all necessary corporate action of the Company and are the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effects of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors; (ii) the effects of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith, fair dealing and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions for the indemnification or exculpation of, or contribution to, a party with respect to a liability where such indemnification, exculpation or contribution is contrary to public policy; and (iv) we express no opinion with respect to (a) consents to, or restrictions upon, governing law, jurisdiction, venue, service of process, arbitration, remedies or judicial relief; (b) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (c) waivers of rights or defenses contained in Article XII, Section 12 of the Indenture; and waivers of broadly or vaguely stated rights; (d) provisions for exclusivity, election or cumulation of rights or remedies; (e) provisions authorizing or validating conclusive or discretionary determinations; (f) provisions for the payment of attorneys fees where such payment is contrary to law or public policy and we call to your attention the provisions of Sections 1717 and 1717.5 of the California Civil Code, which limit and create obligations for the payment of attorneys fees; (g) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any agreement, right or property, or the effect thereon of California Civil Code Section 711; (h) provisions for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty; (i) provisions permitting, upon acceleration of any indebtedness (including the Bonds), collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon; and (j) the severability, if invalid, of provisions to the foregoing effect. We do not render any opinion herein with respect to the creation, validity, perfection or priority of any security interest.
March 10, 2023
Page 3
With your consent, except to the extent we have expressly opined as to such matters with respect to the Company herein we have assumed (a) that the Indenture and the Bonds (collectively, the Documents) have been duly authorized, executed and delivered by the parties thereto, (b) that the Documents constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Companys Form 8-K dated March 10, 2023 and to the reference to our firm contained in the prospectus for the offering of the Bonds under the heading Legal Matters. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ Latham & Watkins LLP |