University of Illinois 
 Library at 
 Urbana-Champaign 
 Oak St. 
 Unclassified 
 
California Gas and Electric Corporation 
 
 TO 
 
 Union Trust Company of San Francisco 
 TRUSTEE 
 
 UNIFYING AND REFUNDING MORTGAGE 
 
 Dated November 1, 1907, 
 
 Securing 
 UNIFYING AND Rerunpinac Mortaace Five Per Cent. 
 
 Tuirty-YEAR GoLD Bonps. 
 
eae SERN 
 MS ssc 
 ye ees o 
 
 eT, ‘ 
 a at ogee a b ¥ “t Hy ‘2 
 is Fey cota 
 Y iW, 
 
An Srudernture dated this first day of November, 
 one thousand nine hundred and seven, by and between 
 Cauirornia Gas AND HiLEcTRIC CoRPORATION, a corpora- 
 tion organized and existing under and by virtue of the 
 laws of the State of California, and having its office and 
 principal place of business in the City and County of 
 San Francisco, in said State (hereinafter called the 
 ‘‘California Corporation’’), party of the first part, and 
 Union Trust Company oF San FRANcIsco, a corporation 
 organized and existing under and by virtue of the laws 
 of the State of California and having its office and prin- 
 cipal place of business in the City and County of San 
 
 . Francisco, in said State (hereinafter called the ‘‘Trus- 
 tee’’), party of the second part. 
 
 Wuereas the California Corporation has succeeded to 
 ‘all of the property, rights, and franchises formerly 
 owned by Oakland Gas, Light and Heat Company, Oak- 
 ‘land Equitable Gas Company, Yuba Electric Power 
 Company, Nevada County Electric Power Company, Bay 
 ‘Counties Power Company, Valley Counties Power Com- 
 $ pany, Stockton Water Company, Blue Lakes Water Com- 
 pany, The Standard Electric Company of California, 
 . Berkeley Electric Lighting Company, United Gas and 
 » Electric Company, and San Mateo Power Company; also 
 “all property, rights, and franchises formerly owned by 
 ~ the Sacramento Hlectric, Gas and Railway Company and 
 
 1 
 
the Central Electric Railway Company (except street 
 railway properties and properties and franchises appur- 
 tenant to such street railways), all of said corporations 
 being corporations organized under the laws of the State 
 of California; and the California Corporation has ac- 
 quired and now owns or controls all or substantially all 
 of the capital stock of the above-named corporations and 
 also of the South Yuba Water Company, a corporation 
 organized under the laws of the State of New York, and 
 of the Central California Electric Company, a corpora- 
 tion organized under the laws of the State of New 
 
 Jersey; and 
 
 Wuersas, said Oakland Gas, Light and Heat Company, 
 prior to the acquisition of its properties by the Calli- 
 fornia Corporation and on or about the 16th day of 
 March, 1891, did execute and deliver to the California 
 Safe Deposit and Trust Company, as trustee, its First 
 Mortgage bearing that date, to secure the payment of 
 its bonds to the amount of $1,000,000, such bonds bear- 
 ing interest at the rate of five per cent. per annum and 
 maturing on the 16th day of March, 1916, all of which 
 bonds have been issued and are still outstanding; and 
 
 Wuergas, said Yuba Electric Power Company, prior 
 to the acquisition of its properties by the California Cor- 
 poration as aforesaid and on or about the 1st day of 
 June, 1899, did execute and deliver to the Mercantile 
 Trust Company of San Francisco, as trustee, its First 
 Mortgage bearing that date, to secure the payment of its 
 bonds to the amount of $1,000,000, such bonds bearing 
 
 2 
 
six per cent. interest and maturing June 1, 1929, of 
 which bonds to the amount of $186,000 have been issued 
 
 and are still outstanding; and 
 
 Wuereas said Nevada County Electric Power Com- 
 pany, prior to the acquisition of its properties by the 
 California Corporation as aforesaid and on or about 
 the first day of October, 1898, did execute and deliver to 
 the Union Trust Company of San Francisco, as trustee, 
 its First Mortgage bearing that date to secure the pay- 
 ment of its bonds to the amount of $300,000, such bonds 
 bearing six per cent. interest and maturing October 1, 
 1928, of which bonds to the amount of $171,000 have 
 been issued and are still outstanding; and 
 
 Wuersas said Bay Counties Power Company, prior to 
 the acquisition of its properties by the California Corpo- 
 ration as aforesaid and on or about the first day of Sep- 
 tember, 1900, did execute and deliver to the Mercantile 
 Trust Company of San Francisco, as trustee, its First 
 Consolidated Mortgage, bearing that date, to secure the 
 payment of its First Consolidated Mortgage Five Per 
 Cent. Sinking Fund Thirty-Year Gold Bonds to the 
 amount of $2,250,000, maturing September 1, 1930, of 
 which bonds to the amount of $1,848,000 have been is- 
 sued and are still outstanding, and bonds to the amount 
 of $357,000 are reserved for the retirement of said out- 
 standing bonds of the Yuba Electric Power Company 
 and the Nevada County Electric Power Company, and 
 
 Wuerstas said First Consolidated Mortgage of the Bay 
 Counties Power Company provides for the creation and 
 
 3 
 
maintenance of a sinking fund for the redemption of 
 the bonds issued under said First Consolidated Mort- 
 gage by the payment to the trustee thereunder of the 
 following sums at the times and in the manner following: 
 
 Commencing with the year 1905, and on the first day 
 of June of that year and on the first day of June of each 
 year thereafter for and during the next ensuing and suc- 
 ceeding four years, a sum equal to one per cent. of the 
 aggregate amount of the bonds then issued and outstand- 
 ing; and commencing with the year 1910, and on the first 
 day of June of that year and on the first day of June of 
 each year thereafter for and during the next ensuing and 
 succeeding four years, a sum equal to one and a half per 
 cent. of the aggregate amount of the bonds then issued 
 and outstanding; and commencing with the year 1915, 
 and on the first day of June of that year and on the first 
 day of June of each year thereafter for and during the 
 next ensuing and succeeding four years, a sum equal to 
 two per cent. of the aggregate amount of the bonds then 
 issued and outstanding; and commencing with the year 
 1920, and on the first day of June of that year and on 
 the first day of June of each year thereafter for and dur- 
 ing the next ensuing and succeeding four years, a sum 
 equal to two and a half per cent. of the aggregate 
 amount of the bonds then issued and outstanding; and 
 commencing with the year 1925, and on the first day of 
 June of that year and on the first day of June of each 
 year thereafter for and during the next ensuing and suc- 
 ceeding four years, a sum equal to three per cent. of the 
 aggregate amount of the bonds then issued and outstand- 
 ing; and 
 
 WueEREas said Bay Counties Power Company, prior to 
 the acquisition of its properties by the California Corpo- 
 ration as aforesaid and on or about the first day of 
 April, 1901, did execute and deliver to the Union Trust 
 Company of San Francisco, as trustee, its Second Mort- 
 
 $ 
 
gage, bearing that date, to secure the payment of its 
 Second Mortgage Gold Bonds to the amount of $750,000, 
 bearing six per cent. interest and maturing April Ist, 
 1931, subject, however, to the right of the Bay Counties 
 Power Company or its successors to redeem said bonds 
 at any time prior to their maturity, upon notice given 
 as provided in said mortgage, at one hundred and five 
 per cent. of the face value thereof and accrued interest, 
 all of which Second Mortgage Bonds have been issued 
 
 and are still outstanding; and 
 
 WuereFas said Valley Counties Power Company, prior 
 to the acquisition of its properties by the California Cor- 
 poration as aforesaid and on or about the first day of 
 May, 1902, did execute and deliver to the Mercantile 
 Trust Company of San Francisco, as trustee, its First 
 Mortgage, bearing that date, to secure the payment of 
 its First Mortgage Five Per Cent. Sinking Fund Twenty- 
 eight Year Gold Bonds to the amount of $2,500,000, ma- 
 turing May 1, 1930, all of which bonds have been issued 
 and are still outstanding; and 
 
 Wuenreas said First Mortgage of the Valley Counties 
 Power Company provides for the creation and mainte- 
 nance of a sinking fund to be applied to the redemption 
 of bonds issued under said First Mortgage by the pay- 
 ment to the trustee thereunder of the following sums at 
 the times and in the manner following, to wit: 
 
 Commencing with the year 1905, and on the first day 
 
 of November of that year and on the first day of Novem- 
 ber in each year thereafter for and during the next 
 
ensuing and succeeding four years, a sum equal to one 
 per cent. of the aggregate amount of bonds then issued 
 and outstanding; and commencing with the year 1910, 
 and on the first day of November of that year and on 
 the first day of November in each year thereafter for 
 and during the next ensuing and succeeding four years, 
 a sum equal to one and a half per cent. of the aggregate 
 amount of the bonds then issued and outstanding; and 
 commencing with the year 1915, and on the first day of 
 November of that year and on the first day of November 
 in each year thereafter for and during the next ensuing 
 and succeeding four years, a sum equal to two per cent. of 
 the aggregate amount of the bonds then issued and out- 
 standing; and commencing with the year 1920, and on the 
 first day of November of that year and on the first day 
 of November in each year thereafter for and during the 
 next ensuing and succeeding four years, a sum equal to 
 two and a half per cent. of the aggregate amount of the 
 bonds then issued and outstanding; and commencing 
 _ with the year 1925, and on the first day of November of 
 
 that year and on the first day of November in each year 
 thereafter for and during the next ensuing and succeed- 
 ing four years, a sum equal to three per cent. of the 
 ageregate amount of the bonds then issued and out- 
 standing; and 
 
 Wuereas the said Stockton Water Company, prior to 
 the acquisition of its properties by the California Corpo- 
 ration as aforesaid and on or about the first day of 
 April, 1891, did execute and deliver to the Illinois Trust 
 and Savings Bank, as trustee, its First Mortgage bear- 
 ing that date, to secure the payment of its bonds to the 
 amount of $500,000, such bonds bearing six per cent. 
 interest and maturing April 1, 1911, of which bonds to 
 the amount of $297,000 have been issued and are still 
 outstanding, subject, however, to the right of the Stock- 
 
ton Water Company or its assigns absolutely or by the 
 operation of the sinking fund hereafter mentioned to re- 
 deem and pay said bonds in consecutive order by num- 
 ber, beginning with Number 1, at one hundred and five 
 
 per cent. of their face value and accrued interest; and 
 
 Wuereas said First Mortgage of the Stockton Water 
 Company provides for the maintenance of a sinking fund 
 by payment in each year to the trustee thereunder of a 
 sum equal to fifteen per cent. per annum of the gross 
 water rates received by said Stockton Water Company, 
 such payment to be made in instalments on the Ist days 
 of April and October in each year and such sinking fund 
 to be applied to the purchase and cancellation of bonds 
 issued under said First Mortgage in the manner therein 
 
 provided; and 
 
 Wuereas said Blue Lakes Water Company, prior to 
 the acquisition of its properties by the California Cor- 
 poration as aforesaid, and on or about the 15th day of 
 March, 1893, did execute and deliver to the California 
 Safe Deposit and Trust Company, as trustee, its First 
 Mortgage, bearing that date, to secure the payment of 
 its First Mortgage Gold Bonds to the amount of $5,000,- 
 000, such bonds to bear interest at the rate of six per 
 cent. per annum and to mature March 15, 1938, of which 
 bonds to the amount of $725,000 have been issued and 
 are still outstanding; and 
 
 Wuereas said The Standard Electric Company of 
 California, prior to the acquisition of its properties by 
 the California Corporation as aforesaid, and on or about 
 
 fi 
 
the first day of September, 1899, did execute and deliver 
 to the Mercantile Trust Company, a New York corpora- 
 tion, as trustee, its First Mortgage bearing that date, 
 to secure the payment of its First Mortgage Gold Bonds 
 to the amount of $5,000,000, bearing five per cent. inter- 
 est and maturing September 1, 1939, all of which bonds 
 
 have been issued and are still outstanding; and 
 
 Wuerras said United Gas and Electric Company, 
 prior to the acquisition of its properties by the Cali- 
 fornia Corporation as aforesaid, and on or about the 
 first day of July, 1902, did execute and deliver to the 
 Mercantile Trust Company of San Francisco as trustee 
 its First Mortgage bearing that date, to secure the 
 payment of its First Mortgage Bonds to the amount of 
 $2,000,000, such bonds bearing interest at the rate of 
 five per cent. per annum and maturing July Ist, 1932, | 
 all of which bonds have been issued and are still out- 
 standing; and 
 
 Wuersas said First Mortgage of the United Gas and 
 Electric Company provides for the creation and mainte- 
 nance of a sinking fund to be applied to the redemption 
 and payment of bonds issued under said First Mortgage 
 as follows: 
 
 Commencing with the year 1907, and on the first day 
 of July of that year, and on the first day of July in each 
 year thereafter for and during the next ensuing and 
 succeeding five years, there shall be set apart from the 
 net income received by said company (United Gas and 
 Electric Company) during the next preceding twelve 
 months a sum equal to two per centum on the aggre- 
 gate amount of the bonds then issued and outstanding; 
 
 8 
 
and commencing with the year 1912, and on the first day 
 of July of that year, and on the first day of July in each 
 year thereafter for and during the next ensuing and 
 succeeding five years, there shall be set apart from the 
 net income received by said company during the next 
 preceding twelve months a sum equal to three per 
 centum of the aggregate amount of the bonds then is- 
 sued and outstanding; and commencing with the year 
 1917, and on the first day of July of that year, and on 
 the first day of July.in each year thereafter for and 
 during the next ensuing and succeeding five years there 
 shall be set apart from the net income received by said 
 company a sum equal to four per centum of the aggre- 
 gate amount of the bonds then issued and outstanding; 
 and commencing with the year 1922, and on the first day 
 of July of that year, and on the first day of July in each 
 year thereafter for and during the next ensuing and 
 succeeding five years, there shall be set apart from the 
 income received by said company a sum equal to five 
 per centum of the aggregate amount of the bonds then 
 issued and outstanding; and commencing with the year 
 1927, and on the first day of July of that year, and on 
 the first day of July in each year thereafter and for 
 and during the next ensuing and succeeding five years, 
 there shall be set aside from the net income received by 
 said company during the preceding twelve months a sum 
 of money equal to six per centum of the aggregate 
 amount of the bonds then issued and outstanding; and 
 if in any period of twelve months above mentioned the 
 net income shall be less than the per centum of the ag- 
 gregate amount of bonds then issued and outstanding 
 so made payable into said sinking fund, then the whole 
 net income, if any, for such twelve months shall be paid 
 into said sinking fund as fast as there shall be in any 
 such period of twelve months a surplus of net income 
 over and above such sinking fund requirements; and 
 
 Wuereas said Central Electric Railway Company, on 
 or about the first day of June, 1892, did execute and de- 
 
liver to the California Safe Deposit and Trust Com- 
 pany, as trustee, its First Mortgage bearing that date 
 to secure the payment of its First Mortgage Gold Bonds 
 to the amount of $400,000, such bonds bearing interest 
 at the rate of six per cent. per annum, twenty-five of 
 such bonds of the denomination of one thousand dollars 
 each, maturing on the first day of June in each year from 
 1912 to 1917, both inclusive, and fifty of such bonds of the 
 denomination of five hundred dollars each, maturing on 
 the first day of June in the year 1918 and in the year 1919, 
 and twenty-five of such bonds of the denomination of one 
 thousand dollars each, maturing on the first day of June, 
 1920, and twenty-five of such bonds of the denomination 
 of one thousand dollars each, maturing on the first day 
 of June, 1921, and the balance of such bonds maturing 
 on the first day of June, 1922, of which First Mortgage 
 bonds of the Central Electric Railway Company bonds © 
 to the amount of $265,000 have been issued and are still 
 outstanding; and 
 
 Wuergas, the said First Mortgage of the Central 
 Electric Railway Company provides that if any of the 
 bonds secured thereby in excess of the amount of $250,- 
 000 shall be certified and delivered on or prior to June 
 1, 1912, the company will pay to and deposit with the 
 trustee under said mortgage, on the first day of June, 
 1912, and on the first day of June in each year there- 
 after for, during, and until the first day of June, 1922, 
 an amount in cash which shall be equal to six per cent. 
 of the par value of all bonds so certified and delivered 
 in excess of $250,000 thereof and which shall be out- 
 standing and uncancelled on each of said first days of 
 
 10 
 
June respectively; and the amounts so paid to the 
 trustee under said mortgage from time to time are to 
 be held as a sinking fund to be applied to the redemption 
 of bonds at such price not exceeding five per cent. in 
 excess of the par value thereof as the Central Electric 
 Railway Company may direct; and 
 
 Wuereas, said Sacramento Electric, Gas and Rail- 
 way Company on or about the first day of November, 
 1897, did execute and deliver to the California Safe De- 
 posit and Trust Company, as trustee, its First Mort- 
 gage, bearing that date, to secure the payment of its 
 Five Per Cent. First Mortgage Gold Bonds to the 
 amount of $2,500,000, maturing November 1, 1927, of 
 which bonds to the amount of $2,210,000 have been is- 
 sued and are still outstanding and bonds to the amount 
 of $265,000 are reserved thereunder for the purpose of 
 retiring the said bonds of the Central Electric Railway 
 Company; and 
 
 Wuereas, said First Mortgage of the Sacramento 
 Hlectric, Gas and Railway Company provides that the 
 company shall pay off and cancel, in the manner pro- 
 vided in said mortgage at the rate of 103 per cent. of 
 their face value and accrued interest, the following 
 bonds in each of the following years, each of such years 
 commencing November Ist, viz.: 
 
 In each of the years 1902 to 1906, inclusive, 5 bonds 
 each year; in each of the years 1907 to 1911, inclusive, 
 10 bonds each year; in each of the years 1912 to 1916, 
 inclusive, 20 bonds each year; in each of the years 1917 
 to 1921, inclusive, 30 bonds each year; in each of the 
 years 1922 to 1926, inclusive, 40 bonds each year. 
 
 11 
 
And it is further provided in said First Mortgage of 
 the Sacramento Electric, Gas and Railway Company, 
 that in so far as such Company shall not in each year 
 beginning November 1, 1901, purchase and cause to be 
 cancelled bonds sufficient to satisfy the requirements 
 aforesaid, such Company shall pay to the trustee, under 
 its said First Mortgage, an amount sufficient to call (in- 
 cluding the cost of advertising therefor) and redeem 
 at the specified premium and accrued interest, the 
 amount of bonds above required to be paid off and 
 cancelled, during the year in question, such sums to be 
 applied by said trustee to the redemption of the bonds 
 issued under said First Mortgage; and 
 
 Wuerras the said South Yuba Water Company (then 
 bearing the name of South Yuba Water and Mining 
 Company) on or about the Ist day of April, 1890, did 
 execute and deliver to the Holland Trust Company, as 
 trustee, its First Mortgage bearing that date, to secure 
 the payment of its First Mortgage Bonds to the amount 
 of $550,000, bearing six per cent. interest and maturing 
 April 1, 1910, subject to the right of the South Yuba 
 Water Company to redeem such bonds as provided in 
 the mortgage, at 110 per cent. of their face value and 
 the interest accrued thereon, at any time prior to their 
 maturity, of which bonds to the amount of $327,000 have 
 been issued and are still outstanding; and 
 
 Wueress said First Mortgage of the South Yuba 
 Water and Mining Company provides for the creation 
 and maintenance of a sinking fund, to be applied to the 
 payment of bonds thereby secured at or before their ma- 
 turity, which sinking fund shall be accumulative and’ 
 
 12 
 
shall commence on the first day of April, 1890, and shall 
 consist of and be maintained by a payment in each year 
 from said date of a sum of money equal to two per 
 centum per annum upon the total issue of said bonds, 
 such sums to be payable in equal semi-annual install- 
 ments on the first days of October and April in each 
 year; and 
 
 Wuereas said South Yuba Water Company on or 
 about the first day of July, 1893, did execute and de- 
 liver to the Farmers’ Loan and Trust Company, as 
 trustee, its Consolidated Mortgage, bearing that date, to 
 secure the payment of its Consolidated Mortgage Bonds 
 to the amount of $1,500,000, bearing six per cent. in- 
 terest and maturing July 1, 1923, subject to the right 
 of the South Yuba Water Company to redeem the 
 same at any time prior to maturity, on the payment of 
 110 per cent. of their face value and accrued interest, 
 of which bonds to the amount of $1,173,000 have been 
 issued and are still outstanding and bonds to the amount 
 of $339,000 are reserved for the purpose of being sold 
 or exchanged to retire the said $327,000 of the First 
 Mortgage Bonds of said South Yuba Water and Mining 
 Company; and | 
 
 Wuereas said Central California Electric Company 
 on or about the first day of May, 1903, did execute and 
 deliver to the Van Norden Trust Company, as trustee, 
 its First Mortgage, bearing that date, to secure its Five 
 Per Cent. Thirty-Year Gold Bonds to the amount of 
 $5,000,000, such bonds bearing interest at the rate of 
 five per cent. per annum and maturing May 1, 1933, sub- 
 ject to the right of the company to redeem the same 
 
 13 
 
at any time prior to maturity, on payment of 110 per 
 cent. of their face value and accrued interest, of which 
 bonds to the amount of $850,000 have been issued and 
 
 are still outstanding; and 
 
 Wuerras the said Berkeley Electric Lighting Com- 
 pany, prior to the acquisition of its properties by the 
 California Corporation as aforesaid and on or about the 
 first day of July, 1896, did execute and deliver its First 
 Mortgage, bearing that date, to the California Safe De- 
 posit and Trust Company, as trustee, to secure its bonds 
 to the amount of $30,000, bearing six per cent. interest 
 and maturing on the first day of July, 1921, of which 
 bonds to the amount of $26,000 have been issued and 
 
 are still outstanding; and 
 
 Wuereas the Pacific Gas and Electric Company, a 
 corporation organized under the laws of California, 
 hereinafter sometimes called the ‘‘Pacific Company’’, 
 has succeeded to all the property rights and franchises 
 formerly owned by California Central Gas and Elec- 
 tric Company, and said California Central Gas and Elec- 
 tric Company, prior to the acquisition of its property 
 by the Pacific Gas and Electric Company and on or 
 about the Ist day of August, 1901, did execute and deliver 
 to the Mercantile Trust Company of San Francisco, as 
 trustee, its First Mortgage, bearing that date, to secure 
 _its First Mortgage Five Per Cent. Sinking Fund Thirty- 
 Year Gold Bonds to the amount of One Million Dollars 
 ($1,000,000), all of which bonds have been issued and 
 are still outstanding, and the properties subject to the 
 
 14 
 
said First Mortgage of the California Central Gas and 
 Hlectric Company, together with certain other proper- 
 ties owned by the Pacific Company, are to be mortgaged 
 to secure the bonds issued under this indenture by the 
 Supplementary Mortgage of the Pacific Gas and Hlec- 
 tric Company hereinafter mentioned; and 
 
 WuerEAs said mortgage of the California Central 
 Gas and Electric Company provides for the creation and 
 maintenance of a sinking fund, to be applied to the re- 
 demption of bonds issued thereunder, by payments to 
 the trustee under said mortgage, at the times and in the 
 manner following, to wit: Commencing with the year 
 1902, and on the first day of August of that year, and 
 on the first day of August in each year thereafter for 
 and during the next ensuing and succeeding twenty- 
 nine years, a sum equal to two per cent. of the aggre- 
 gate amount of the bonds issued and outstanding; and 
 
 Wauereas the California Corporation on or about the 
 first day of March, 1903, did execute and deliver to the 
 Mercantile Trust Company of San Francisco, as trustee. 
 its General and Collateral Trust Mortgage, bearing that 
 date, to secure the payment of its General and Collateral 
 Trust Mortgage Five Per Cent. Mortgage Bonds to the 
 amount of $10,000,000, maturing March 1, 1933, subject 
 to the right of the California Corporation to redeem said 
 bonds at any time prior to their maturity on payment 
 of 110 per cent. of their face value with the interest then 
 accrued thereon, all of which bonds have been issued 
 and are still outstanding; and 
 
 15 
 
Wuersas, the said General and Collateral Trust Mort- 
 gage of the California Corporation provides for the cre- 
 ation and maintenance of a sinking fund, to be applied 
 to the redemption of bonds issued under said mortgage, 
 and also to the redemption of the said bonds of the Bay 
 Counties Power Company, Valley Counties Power Com- 
 pany, California Central Gas and Electric Company, 
 Oakland Gas, Light and Heat Company, Sacramento 
 Electric, Gas and Railway Company and the bonds of 
 the Fresno Gas and Electric Light Company (which 
 have all been retired), said sinking fund to be provided 
 by payments to be made by the California Corporation 
 to the Trustee as follows: 
 
 Commencing with the year 1904, and on the first day 
 of March of that year, and on the first day of March 
 in each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $150,000; and 
 commencing with the year 1909, and on the first day of 
 March of that year, and on the first day of March in 
 each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $200,000; and 
 commencing with the year 1914, and on the first day of 
 March of that year, and on the first day of March in 
 each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $250,000; and 
 commencing with the year 1919, and on the first day of 
 March of that year, and on the first day of March in 
 each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $300,000; and 
 commencing with the year 1924, and on the first day 
 of March of that year, and on the first day of March 
 in each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $350,000; and 
 commencing with the year 1929, and on the first day of 
 
 16 
 
March of that year, and on the first day of March in 
 each year thereafter for and during the next ensuing 
 and succeeding four years, the sum of $400,000; 
 
 and it was further expressly provided in said General 
 and Collateral Trust Mortgage of the California Cor- 
 poration that said sinking fund shall in each year be 
 applied by the Trustee under said General and Col- 
 lateral Trust Mortgage to the redemption of the bonds 
 of the said Bay Counties Power Company, Valley 
 Counties Power Company, California Central Gas and 
 Electric Company, Oakland Gas, Light and Heat Com- 
 pany, Sacramento Electric, Gas and Railway Company, 
 and Fresno Gas and Electric Light Company, as pro- 
 vided in the various trust deeds and mortgages secur- 
 ing their payment, before any of said sinking fund shall 
 be applied to the redemption of bonds issued under said 
 General and Collateral Trust Mortgage, and the trus- 
 tee under such last-mentioned mortgage is authorized 
 to apply said sinking fund to the redemption of the 
 bonds of said above-mentioned companies and to make 
 the necessary payments out of said sinking funds to 
 the various trustees mentioned in the respective mort- 
 gages securing such bonds, and that all moneys not so 
 applied shall be invested by such trustee in the purchase 
 of the said bonds of such companies, and in the bonds 
 issued under said General and Collateral Trust Mort- 
 gage; and 
 
 Wuereas the California Corporation has incurred and 
 has now outstanding a considerable floating debt, and 
 has authorized and contracted for the making of certain 
 
 17 
 
additional extensions, betterments, and improvements to 
 its plants and properties, and will require from time to 
 time in the future other extensions, betterments, and new 
 property in order to enable it to meet the demands of 
 its business; and 
 
 Wuereas the California Corporation desires to make 
 provision for the paying, refunding, redeeming, and re- 
 tiring of all the bonds aforesaid, and for the payment 
 of a considerable portion of its said floating debt, and 
 for the payment of the cost of all betterments, exten- 
 sions, and new property, heretofore authorized and con- 
 tracted for, and such additional betterments, extensions, 
 and new property, as may be required from time to time 
 in the future for the purposes of its business, by the in- 
 crease of its bonded indebtedness and the issue of its 
 bonds as hereinafter mentioned; and | 
 
 WuerEas, by vote of the stockholders representing 
 more than two-thirds of the issued and subscribed capi- 
 tal stock of the California Corporation at a meeting duly 
 called and held for that purpose, pursuant to due notice, 
 an increase of the bonded indebtedness of the California 
 Corporation to $45,000,000 was authorized and directed, 
 and the issue of its Unifying and Refunding Mortgage 
 Five Per Cent. Thirty-Year Gold Bonds and the execu- 
 tion of a mortgage to secure the same were duly author- 
 ized, ordered and approved, and a certificate in respect 
 to the increase of such bonded indebtedness of the Cali- 
 fornia Corporation has been duly filed, as required by 
 law, in the office of the clerk of the city and county where 
 
 18 
 
the original articles of incorporation of the California 
 Corporation are filed—to wit, in the office of the Clerk 
 of the City and County of San Francisco, State of Cali- 
 fornia—and a certified copy of said certificate has been 
 duly filed in the office of the Secretary of State of the 
 State of California; and 
 
 Wuereas the Board of Directors of the California 
 Corporation did duly authorize the issue, under the regu- 
 lations and restrictions mentioned herein, of bonds of 
 the California Corporation to be known as its Unifying 
 and Refunding Mortgage Five Per Cent. Thirty-Year 
 Gold Bonds, the coupon bonds to be dated as of Novem- 
 ber 1, 1907, and all of the bonds to mature on November 
 1, 1937, such bonds to bear interest at the rate of five 
 per cent. per annum from November 1, 1907, payable 
 semi-annually on the first days of May and November 
 in each year, both principal and interest payable in 
 gold coin of the United States of or equal to the present 
 standard of weight and fineness, the aggregate principal 
 amount of said bonds at any one time outstanding not 
 to exceed $45,000,000, and all of said bonds to be issued 
 under and equally secured by a mortgage of the cor- 
 porate property and franchises, to said Union Trust 
 Company of San Francisco, as trustee, to be dated No- 
 vember 1, 1907, and to be known as the Unifying and 
 Refunding Mortgage of the California Corporation; and 
 
 WuereEas, subsequently, at a meeting of the stock- 
 holders of the California Corporation duly called and 
 held, at which meeting the holders of more than two- 
 
 19 
 
thirds of the capital stock of the California Corporation 
 were present and participated in the proceedings, said 
 action of the board of directors was in all respects rati- 
 fied, approved and confirmed and adopted, as the action 
 of the stockholders of said company and all the acts and 
 proceedings had and taken in the matter of the increase 
 of said bonded indebtedness were unanimously ratified. 
 approved and confirmed; and 
 
 Wuerzeas, at meetings of the board of directors and 
 of the stockholders of the California Corporation duly 
 called and held, a mortgage in the form of this Indenture 
 was submitted and by unanimous concurrence approved, 
 and its execution and delivery by the proper officers of 
 the California Corporation were by unanimous concur- 
 rence duly authorized and directed; and 
 
 Wuereas the said Pacific Gas and Electric Company, © 
 which is the owner of substantially all of the capital — 
 stock’ of the California Corporation, by proper action 
 of its directors and stockholders has authorized and is 
 about to execute to the Union Trust Company of San 
 Francisco as trustee, its mortgage (herein called ‘‘Sup- 
 plementary Mortgage’’) bearing even date with this 
 indenture to secure payment of the bonds issued under 
 this indenture; and 
 
 Wuereas, the forms so approved by said stockholders 
 and board of directors of the California Corporation of 
 the’ coupon bonds and of the coupons to be attached 
 thereto, and of the registered bonds, and of the Trustee’s 
 
 20 
 
certificate, severally and respectively, are substantially 
 
 as follows, to wit: 
 
 [FORM OF COUPON BOND. | 
 
 Rp atubh out $1,000. 
 UNITED STATES OF AMERICA. 
 
 CALIFORNIA GAS AND ELECTRIC 
 CORPORATION. 
 
 Uniryvincg AND Rerunpinc Mortcacrt Five Per Cent. 
 
 THirty-YEAR Goup Bonn. 
 
 California Gas and Electric Corporation, a corpora- 
 tion organized and existing under the laws of California 
 (hereinafter called the ‘‘California Corporation’’), for 
 value received, promises to pay to bearer, or, if regis- 
 tered, to the registered holder of this bond, on the first 
 day of November, one thousand nine hundred and thirty- 
 seven, at the office of the California Corporation, in 
 the City and County of San Francisco, California, one 
 thousand dollars gold coin of the United States of 
 America, of or equal to the present standard of weight 
 and fineness, and to pay interest thereon from the date 
 hereof, until paid, at the rate of five per cent. per annum, 
 such interest being payable semi-annually in like gold 
 coin, either at the office of the California Corporation, 
 in San Francisco, California, or at the office or agency 
 of the California Corporation in the City of New York, 
 N. Y., as the coupon holder may elect, on the first days 
 
 pay 
 
/ 
 of May and November in each year, but only upon pres- 
 entation and surrender as they severally mature of the 
 interest coupons hereto annexed. 
 
 In case default shall be made in the payment of any 
 semi-annual instalment of interest on this bond when 
 the same shall become due, and such instalment shall re- 
 main unpaid for six months, the principal of this bond 
 may become due and payable in the manner provided 
 in the Unifying and Refunding Mortgage hereinafter 
 mentioned. 
 
 The California Corporation agrees (in so far as it 
 lawfully may do so) that it will pay both the principal 
 and interest of this bond, without deduction for any 
 tax or other charge which the California Corporation 
 may be required or permitted to pay thereon, or to 
 retain therefrom, under any present or future law of — 
 the United States, or of any State, County, Municipality, 
 or other governmental subdivision. 
 
 This bond is one of a duly authorized issue of coupon 
 and registered bonds of the California Corporation 
 known as its ‘‘Unifying and Refunding Mortgage Five 
 Per Cent. Thirty-Year Gold Bonds’’, the aggregate 
 amount whereof is limited to the principal sum of forty- 
 five million dollars at any one time outstanding, all of 
 which bonds have been issued, or are to be issued pur- 
 suant to, and are to be secured ratably by, the Unifying 
 and Refunding Mortgage of the California Corporation, 
 dated November 1, 1907, and duly executed by the Cali- 
 fornia Corporation to the Union Trust Company of San 
 Francisco, as trustee, and by a mortgage supplementary 
 
 22 
 
to such Unifying and Refunding Mortgage, dated No- 
 vember 1, 1907, and executed by Pacific Gas and Elec- 
 tric Company to said Union Trust Company of San 
 Francisco, as trustee, to which mortgages reference is 
 hereby made for a statement of the property, rights 
 and franchises mortgaged and pledged, the nature and 
 extent of the security, the rights of the holders of said 
 bonds under the same, the terms and conditions upon 
 which said bonds are and are to be issued and secured, 
 and as well for the other provisions thereof. All rights 
 of action and as well all other rights of the holder 
 hereof are subject to the provisions of said mortgages. 
 
 The entire issue of bonds of which this bond is one 
 (but not, except in case of redemption for the benefit of 
 the sinking fund, any part less than all thereof) may 
 be redeemed by the California Corporation at one hun- 
 dred and ten per centum of the principal amount thereof 
 and the interest accrued thereon, upon any semi-annual 
 interest day, in the manner and upon the notice pro- 
 vided in said Unifying and Refunding Mortgage. 
 
 A sinking fund has been provided for in said Unify- 
 ing and Refunding Mortgage, as further security for 
 the said issue of bonds, and this bond may be redeemed 
 by the California Corporation for the benefit of said 
 sinking fund at the rate of one hundred and ten per 
 centum of the principal amount thereof, in addition to 
 the accrued interest thereon, in the manner and upon 
 the notice provided in said Unifying and Refunding Mort- 
 
 gage. 
 
 23 
 
This bond shall pass by delivery, unless registered a 
 the owner’s name on the books of the California Corpo- 
 ration kept for that purpose at its office in the City of 
 San Francisco, or agency in the City of New York, 
 such registry being noted by written indorsement made 
 hereon by the Bond Registrar of the California Corpora- 
 tion. After such registration, and until transferred to 
 bearer, no transfer shall be valid unless made on such 
 books of registry and noted hereon. 
 
 Neither this bond nor any interest coupon appertain- ' 
 ing thereto, shall become valid or obligatory for any 
 purpose, until and unless the same shall have been au- 
 thenticated by the certificate, hereon endorsed, of the 
 Trustee under said Unifying and Refunding Mortgage. 
 
 No recourse shall be had for the payment of any part 
 of the principal of or interest upon this bond against 
 any incorporator, or any past, present or future stock- 
 holder of the California Corporation, either directly or 
 through the California Corporation, by virtue of any 
 constitution, statute or rule of law, or by enforcement 
 of any assessment, or otherwise, or against any officer 
 or director of the California Corporation, whenever he 
 may act or have acted as such, by reason of any mat- 
 ter prior to the date hereof or by reason of any other 
 matter except his own wrongdoing, all such liability 
 being by the acceptance hereof and as a part of the con- 
 sideration for the issue hereof expressly released. 
 
 In witness whereof the California Gas and Electric 
 Corporation has caused these presents to be signed by 
 its president, or its vice-president, and by its secretary 
 
 24 
 
or assistant secretary, and its corporate seal to be 
 hereunto affixed, and coupons for said interest with the 
 engraved signature of its treasurer to be attached 
 hereto, as of the first day of November, 1907. 
 
 CALIFORNIA Gas AND EXLEcTRIC CORPORATION, 
 
 By 
 President. 
 Attest: 
 Secretary. 
 [FORM OF COUPON. ] 
 Coupon No........ $25. 
 On the first day of , the California Gas 
 
 and Electric Corporation will pay to the bearer, at its 
 office or agency in the City and County of San Francisco, 
 State of California, or at its office or agency in the City 
 of New York, State of New York, as the bearer may 
 elect, Twenty-five Dollars in United States Gold Coin, 
 being six months’ interest then due on its Unifying and 
 Refunding Mortgage Five Per Cent. Thirty-Year Gold 
 Bond numbered , unless said bond shall have 
 been previously redeemed as provided in said Unifying 
 and Refunding Mortgage. 
 
 Treasurer. 
 
 29 
 
[FORM OF REGISTERED BOND. | 
 
 UNITED STATES OF AMERICA. 
 
 CALIFORNIA GAS AND ELECTRIC 
 CORPORATION. 
 
 UniryiIng AND Rerunpina Mortcace Five Per CENT. 
 Tuirty-YEAR Goup Bonp. 
 
 California Gas and Electric Corporation, a corpora- 
 tion organized and existing under the laws of the State 
 of California (hereinafter called the California Cor- 
 poration), for value received, promises to pay to 
 
 | or registered assigns, on the 
 first day of November, one thousand nine hundred and 
 thirty-seven, at the office or agency of the California 
 Corporation, in the City and County of San Francisco, 
 California, dollars 
 gold coin of the United States of America of or equal 
 to the present standard of weight and fineness, and to 
 pay interest thereon at the rate of five per cent. per 
 annum from the first day of November or May, as the 
 case may be, next preceding the date of this bond, unti! 
 this bond is paid, such interest being payable semi- 
 annually in like gold coin either at the said office or 
 agency of the California Corporation in San Francisco, 
 California, or at the office or agency of the California 
 Corporation, in the City of New York, N. Y., as the 
 
 26 
 
registered holder may elect, on the first days of May 
 and November in each year. 
 
 In case default shall be made in the payment of any 
 semi-annual instalment of interest on this bond when 
 the same shall become due, and such instalment shall 
 remain unpaid for six months, the principal of this bond 
 may become due and payable in the manner provided in 
 the Unifying and Refunding Mortgage hereinafter men- 
 tioned. 
 
 The California Corporation agrees (in so far as it 
 lawfully may do so) that it will pay both the principal 
 and interest of this bond without deduction for any tax 
 or other charge which the California Corporation may 
 be required or permitted to pay thereon, or to retain 
 therefrom, under any present or future law of the 
 United States, or of any State, County, Municipality or 
 other governmental subdivision. 
 
 This bond is one of a duly authorized issue of coupon 
 and registered bonds of the California Corporation 
 known as its ‘‘Unifying and Refunding Mortgage Five 
 Per Cent. Thirty-Year Gold Bonds’’, the aggregate 
 amount whereof is limited to the principal sum of forty- 
 five million dollars at any one time outstanding, all of 
 which bonds have been issued or are to be issued pur- 
 suant to, and are to be secured ratably by, the Unifying 
 and Refunding Mortgage of the California Corporation, 
 dated November 1, 1907, and duly executed by the Cali- 
 fornia Corporation to the Union Trust Company of San 
 Francisco, as trustee, and by a mortgage supplementary 
 to such Unifying and Refunding Mortgage, dated No- 
 
 27 
 
vember 1, 1907, and executed by Pacific Gas and Hlectric 
 Company to said Union Trust Company of San Fran- 
 cisco, as trustee, to which mortgages reference is hereby 
 made for a statement of the property, rights and fran- 
 chises mortgaged and pledged, the nature and extent 
 of the security, the rights of the holders of said bonds 
 under the same, the terms and conditions upon which 
 said bonds are and are to be, issued and secured, and as 
 well for the other provisions thereof. All rights of ac- 
 tion and as well all other rights of the holder hereof, 
 are subject to the provisions of said mortgages. 
 
 The entire issue of bonds of which this bond is one 
 (but not, except in case of redemption for the benefit 
 of the sinking fund, any part less than all thereof) may 
 be redeemed by the California Corporation at one hun- 
 dred and ten per centum of the principal amount thereof 
 and the interest accrued thereon, upon any semi-annual 
 interest day, in the manner and upon the notice pro- 
 vided in said Unifying and Refunding Mortgage. 
 
 A sinking fund has been provided for in said Unify- 
 ing and Refunding Mortgage, as further security for the 
 said issue of bonds, and this bond may be redeemed by 
 the California Corporation for the benefit of said sink- 
 ing fund, at the rate of one hundred and ten per centum 
 of the principal amount thereof, in addition to the ac- 
 erued interest thereon, in the manner and upon the no- 
 tice provided in said Unifying and Refunding Mort- 
 gage. 
 
 This bond is transferable by the registered holder 
 thereof, in person or by attorney duly authorized, on 
 
 28 
 
the books of the California Corporation kept for that 
 purpose at its office in the City and County of San Fran- 
 cisco, California, or agency in the City of New York, 
 upon the surrender and cancellation of this bond; 
 and thereupon a new registered bond will be issued 
 to the transferee in exchange herefor; or the registered 
 holder of this bond, at his option may surrender the 
 same for cancellation in exchange for a like amount of 
 the principal thereof in coupon bonds of the denomina- 
 tion of $1,000, with coupons attached maturing on and 
 after the next ensuing interest due day; all as pro- 
 vided in said Unifying and Refunding Mortgage, and 
 on payment, if the California Corporation shall so re- 
 quire, of the transfer fee therein provided for. 
 
 This bond shall not become valid or obligatory for 
 any purpose until and unless it shall have been au- 
 thenticated by the certificate, hereon endorsed, of the 
 Trustee under said Unifying and Refunding Mortgage. 
 
 No recourse shall be had for the payment of any part 
 of the principal of or interest upon this bond against 
 any incorporator or any past, present or future stock- 
 holder of the California Corporation, either directly or 
 through the California Corporation, by virtue of any 
 constitution, statute, or rule of law, or by enforcement 
 of any assessment, or otherwise, or against any officer 
 or director of the California Corporation, whenever he 
 may act or have acted as such, by reason of any matter 
 prior to the date hereof or by reason of any other mat- 
 ter except his own wrongdoing, all such liability being 
 
 29 
 
by the acceptance hereof and as a part of the considera- 
 tion for the issue hereof expressly released. 
 
 In witness whereof the California Gas and Electric 
 Corporation has caused these presents to be signed by 
 its president, or its vice-president, and by its secretary, 
 or assistant secretary, and its corporate seal to be here- 
 
 unto affixed, this day of A 8 
 CALIFORNIA GAs AND EiLEcTRIC CoRPORATION, 
 By 
 | President. 
 Attest: 
 Secretary. 
 
 [FORM OF TRUSTEE’S CERTIFICATE. | 
 
 It is hereby certified that this bond is one of the series 
 of bonds described in the within-mentioned Unifying 
 and Refunding Mortgage. 
 
 Union Trust Company or San FRANCISCO, 
 Trustee, 
 By 
 Secretary. 
 
 AND WHEREAS, in pursuance of such authority and of 
 all and every legal power and authority in it vested, 
 the California Corporation proposes to make and ex- 
 ecute, and from time to time hereafter to issue and to 
 deliver, bonds hereby secured: 
 
 30 
 
NOW THEREFORE THIS INDENTURE WITNESSETH: 
 
 That, in order to secure the payment of the principal 
 of and interest upon all such bonds at any time issued 
 and outstanding under this indenture, according to their 
 tenor and effect, and to secure the performance of all 
 the covenants and conditions herein contained, and to 
 declare the terms and conditions upon which such bonds 
 are and shall be issued and held, the California Gas and 
 Electric Corporation, party of the first part, in consid- 
 eration of the premises and of the purchase and accept- 
 ance of such bonds by the holders thereof, has granted, 
 bargained, sold, aliened, remised, released, conveyed, 
 confirmed, assigned, transferred, pledged, and set over, 
 and by these presents does grant, bargain, sell, alien, re- 
 mise, release, convey, confirm, assign, transfer, pledge, 
 and set over unto the Trustee, party of the second part, 
 and its several successors in the trust hereby created: 
 
 All and singular the business, franchises, and real 
 and personal property of the party of the first part, 
 situate in the City and County of San Francisco, and in 
 the Counties of Alameda, Alpine, Amador, Butte, Cal- 
 averas, Colusa, Contra Costa, El Dorado, Marin, Napa, 
 Nevada, Placer, Plumas, Sacramento, San Joaquin, San 
 Mateo, Santa Clara, Santa Cruz, Solano, Sonoma, Sut- 
 ter, Tuolumne, Yolo, Yuba, and elsewhere in the State 
 of California, and including, among other things: 
 
 Frrst: All the business, franchises and property of 
 every name and nature, and wheresoever situate, now 
 or formerly owned by the Oakland Gas, Light and Heat 
 Company and by Oakland Equitable Gas Company, and 
 
 31 
 
by the Berkeley Electric Lighting Company, and each 
 of them; 
 
 Sreconp: All the business, franchises and property 
 of every name and nature, and wheresoever situate, now 
 or formerly owned by the Bay Counties Power Com- 
 pany, and by the Valley Counties Power Company, and 
 by the Yuba Electric Power Company, and by the Ne- 
 vada County Electric Power Company, and by the 
 Butte County Electric Power and Light Company, and 
 each of them. 
 
 Txrrp: All of the business, franchises and property 
 of every name and nature and wheresoever situate, now 
 or formerly owned by the Standard Electric Company 
 of California, and by the Stockton Water Company, and 
 by the Blue Lakes Water Company, and each of them. 
 
 FourtH: All of the business, franchises and prop- 
 erty of every name and nature and wheresoever situate, 
 now or formerly owned by the Sacramento Electric, Gas 
 and Railway Company, and by the Central Electric 
 Railway Company, and each of them (except street rail- 
 way properties and properties and franchises appurten- 
 ant to such street railways). 
 
 Frrta: All the business, franchises and property, of 
 every name and nature and wheresoever situate, now or 
 formerly owned by the United Gas and Electric. Com 
 pany, and by the San Mateo Power Company, and each 
 of them. 
 
 SrxtH: All the business, franchises and property, of 
 every name and nature, and wheresoever situate, now 
 
 32 
 
owned or hereafter acquired by the South Yuba Water 
 Company and by the Central California Electric Com- 
 pany, and each of them. 
 
 SeventH: All shares and interests therein, now held 
 or hereafter acquired by the California Corporation, of 
 the capital stock of each of said corporations, namely: 
 Oakland Gas, Light and Heat Company, Oakland Equi- 
 table Gas Company, Berkeley Electric Lighting Com- 
 pany, Bay Counties Power Company, Valley Counties 
 Power Company, Yuba Electric Power Company, Ne- 
 vada County Electric Power Company, Butte County 
 Electric Power and Light Company, Standard Electric 
 Company of California, Blue Lakes Water Company, 
 Stockton Water Company, Sacramento Electric, Gas 
 and Railway Company, United Gas and Electric Com- 
 pany, San Mateo Power Company, South Yuba Water 
 Company and Central California Electric Company. 
 
 Executu: All rights of the party of the first part un- 
 der or by virtue of that certain agreement dated the 
 fourth day of January, 1905, between the said California 
 Corporation, Warner Van Norden, and the Mercantile 
 Trust Company of San Francisco, relative to the pur- 
 chase of certain shares of the capital stock of the said 
 South Yuba Water Company from said Van Norden and 
 others by the California Corporation. 
 
 NintH: All lands, real estate, grants, rights of way, 
 tram-tracks and all privileges and appurtenances con- 
 nected therewith; all its dams, canals, raceways, water 
 rights, flowing rights, and all privileges and appurten- 
 
 33 
 
ances connected therewith; all its, plants, electric works, 
 power houses, or other stations or buildings for the 
 generation, transmission or storage of power or electric 
 current; and the fixtures, fittings and equipment thereof; 
 including all dynamos, engines, boilers, transformers, 
 meters, converters, switchboards, shafting, belting and 
 other appliances; and all transmission and distribution 
 lines, bridges, rails, ties, tools, fixtures, supplies, con- 
 duits, feeders, poles, mast-arms, brackets, pipes, cables, 
 wires, insulators, lamps, meters and electric fixtures and 
 appliances of every kind and nature; all gas-plants, gas- 
 holders, purifiers, gas-mains, gas-meters, and other 
 buildings, apparatus and appliances for the manufac- 
 ture, transmission or distribution of gas; all franchises, 
 privileges, easements and rights of way, authorizing the 
 erection, maintenance or operation upon, over or under 
 the streets, alleys, highways or public places within © 
 any of the counties aforesaid, or any city, town or vil- 
 lage therein, or upon, over or under any private prop- 
 erty within any of said counties, of poles, wires, con- 
 duits, mains, pipes, or other structures or apparatus for 
 the transmission or distribution of gas or electric cur- 
 rent for any purpose whatever; all things in action, 
 stocks, bonds, or other securities, contracts, claims and 
 demands of said California Corporation, whether now 
 owned or hereafter acquired; together with all and 
 singular the tenements, hereditaments and appurten- 
 ances thereunto belonging, or in anywise appertaining, 
 and all and singular the rents, issues, revenues, profits 
 and income of or appertaining to the property of the 
 
 34 
 
said California Corporation and of its constituent com- 
 panies. 
 
 Tanto: Any and all other property of the California 
 Corporation, of every name and nature and wheresoever 
 situate, whether now owned by it or hereafter to be 
 acquired, with the income and profits thereof. 
 
 TO HAVE AND TO HOLD all and singular the said prem- 
 ises and property, real and personal, rights, franchises, 
 estates, lands, appurtenances, agreements, stocks, bonds 
 and other securities hereby conveyed, mortgaged or 
 pledged, or intended to be conveyed, mortgaged, or 
 pledged, unto the Trustee and its successors in trust 
 and assigns forever. 
 
 But IN TRUST, NEVERTHELESS, for the equal and pro- 
 portionate benefit and security of all holders of the 
 bonds and interest coupons issued and to be issued 
 under and to be secured by this indenture, and for the 
 enforcement of the payment of said bonds and of the 
 interest thereon when payable, according to their tenor, 
 purport, and effect, and to secure the performance of 
 and compliance with the covenants and conditions of 
 this indenture, without preference, priority, or distinc- 
 tion as to lien or otherwise of any one bond over any 
 other bond issued hereunder, by reason of priority in 
 the issue, sale or negotiation thereof, or of any other 
 cause, so that each and every bond issued as aforesaid 
 shall have the same right, lien, and privilege under and 
 by virtue of this indenture, and so that the principal 
 and interest of every such bond shall, subject to the 
 
 30 
 
terms hereof, be equally and proportionately secured 
 hereby, as if all had been duly issued, sold, and nego- 
 tiated simultaneously with the execution and delivery 
 of this indenture, it being intended that the lien and 
 security of this indenture shall take effect from the 
 date of the execution and delivery hereof, without re- 
 gard to the time of actual issue, sale or negotiation of 
 said bonds, as though upon such date all of said bonds 
 were actually issued, sold, and delivered to and in the 
 hands of holders thereof for value. 
 
 And it is hereby covenanted that all such bonds, with 
 the coupons for interest thereon, shall be issued, certi- 
 fied, and delivered, and that the mortgaged and pledged 
 premises and property, rights, franchises, estates, lands, 
 appurtenances, agreements, stocks, bonds and other se- 
 curities, shall be held by the Trustee subject to the fur- 
 ther covenants, conditions, uses, and trusts hereinafter 
 set forth, to wit: 
 
 ARTICLE ONE. 
 DECLARATION OF PRIORITY OF LIEN. 
 
 The len of this indenture is and is declared to be 
 prior and superior to the lien of the General and Col- 
 lateral Trust Mortgage of the Pacific Gas and Electric 
 Company, dated January 2, 1906, and executed to the 
 Union Trust Company of San Francisco, as trustee, to 
 secure the General and Collateral Trust Five Per Cent. 
 Thirty-Year Gold Bonds of the Pacific Gas and Electric 
 Company to the amount of $10,350,000. 
 
 36 
 
This mortgage is not such prior lien upon the property 
 or stock of the San Francisco Gas and Electric Company 
 or the stock of the California Corporation. 
 
 The foregoing statement is made in compliance with 
 Section 7 of Article Five of the said General and Collat- 
 eral Trust Mortgage of the Pacific Gas and Hlectric 
 Company. 
 
 ARTICLE TWO. 
 EXECUTION AND REGISTRATION OF BONDS. 
 
 Section 1. All bonds to be issued hereunder and se- 
 cured hereby, together with the Trustee’s certificate and 
 the interest coupons to be attached to coupon bonds, 
 shall be of the tenor and purport above recited. Such 
 bonds may be executed, certified and delivered originally 
 either as coupon bonds or as registered bonds, at the 
 option of the California Corporation, and in such pro- 
 portions as it may determine. The coupon bonds shall 
 be of the denomination of one thousand dollars each, 
 numbered consecutively from 1 upwards, and of the > 
 denomination of one hundred dollars each, in the discre- 
 tion of the California Corporation, and in such propor- 
 tions as it may from time to time determine. The con- 
 pon bonds of the denomination of one hundred dollars 
 shall be identical in all respects, except as to stated face 
 amount thereof and of the coupons thereto attached, 
 with the form of coupon bond hereinbefore recited. In 
 the event of the issue of any coupon bonds of the denom- 
 ination of one hundred dollars each, the same serial 
 
 37 
 
number shall be borne by ten of such bonds, the serial 
 number to be immediately followed by one of the first 
 ten letters of the alphabet; the letter on each bond 
 differing from the letters placed on each of the other 
 nine bonds bearing the same serial number. livery cou- 
 pon bond for $100 shall bear thereon an endorsement 
 substantially to the following effect: ‘‘This bond, to- 
 gether with nine other bonds bearing the same serial 
 number (said ten bonds being lettered A to J consecu- 
 tively), has been issued in lieu of or in exchange for a 
 coupon bond for $1,000 bearing the same serial number, 
 and, upon its surrender, together with nine other bonds 
 of the same face amount, there will be delivered therefor 
 a coupon bond for $1,000, having a serial number borne 
 by a bond for $100 previously issued.’? Whenever any 
 coupon bonds shall be issued originally for $100, there 
 shall be withheld from certification by the Trustee an 
 aggregate face amount of coupon bonds of the denomina- 
 tion of $1,000 equal to the aggregate face amount of the 
 coupon bonds for $100 so issued and bearing the same 
 serial numbers. The registered bonds shall be of the 
 denomination of $1,000 or of such multiples thereof as 
 from time to time the California Corporation may pre- 
 scribe by resolution of its board of directors or executive 
 committee. Every registered bond shall bear thereon an 
 endorsement in substantially the following form: ‘‘This 
 bond is issued in lieu of or in exchange for coupon bonds 
 bearing the serial mumbers.20 0 , and cou- 
 pon bonds having the same serial numbers will be issued 
 in exchange for this bond, upon surrender and cancella- 
 
 38 
 
tion hereof. Coupon bonds bearing said serial numbers 
 are not contemporaneously issued and outstanding.’’ 
 Whenever any bond or bonds shall be issued originally as 
 a registered bond or bonds, there shall be withheld from 
 certification by the Trustee an aggregate face amount of 
 coupon bonds of the denomination of $1,000 equal to the 
 aggregate face amount of the registered bond or bonds 
 so issued, and the serial number or numbers of coupon 
 bonds so withheld shall by the California Corporation be 
 endorsed on such registered bond or bonds. 
 
 All bonds shall from time to time be executed and de- 
 livered by the California Corporation to the Trustee for 
 certification, and thereupon the Trustee shall certify and 
 deliver the same as provided in this indenture and not 
 otherwise. Only such bonds as shall bear thereon en- 
 dorsed the certificate of the Trustee duly executed shall 
 be secured by this indenture, or shall be entitled to any 
 len or benefit hereunder; and every such certificate of 
 the Trustee upon any bond purporting to be secured 
 hereby shall be conclusive evidence that the bond so cer- 
 tified has been duly issued hereunder and that the holder 
 is entitled to the benefit of the trust hereby created and of 
 the trust created under the said Supplementary Mortgage 
 of the Pacific Gas and Electric Company. Before certify- 
 ing and delivering any coupon bonds hereunder, the 
 Trustee shall cut off and cancel all coupons thereon then 
 matured; and the Trustee shall not certify and deliver 
 any registered bond bearing interest from any date 
 more than six months prior to such certification or de- 
 livery. 
 
 39 
 
In case any officers who shall sign and seal any bonds 
 shall cease to be such officers before the bonds so signed 
 and sealed shall have been actually certified by the Trus- 
 tee or delivered or issued, such bonds may, nevertheless, 
 be certified, delivered and issued, subject to the provi- 
 sions of Article Three hereof, as though the persons who 
 had signed and sealed such bonds had not ceased to be 
 officers of the California Corporation. The coupons to 
 be attached to coupon bonds shall be authenticated by 
 the engraved signature of the present treasurer, or of 
 any future treasurer of the California Corporation, and 
 the California Corporation may use for that purpose the 
 engraved signature of any person who shall have been 
 such treasurer, nothwithstanding the fact that he may 
 have ceased to be such treasurer at the time when such 
 bonds shall be actually certified and delivered or issued. 
 
 Section 2. The California Corporation, at its office in 
 the City of San Francisco, or agency in the City of 
 New York, shall keep a sufficient register or regis- 
 ters of bonds issued hereunder, which register or regis- 
 ters at all reasonable times shall be open to the inspec- 
 tion of the Trustee; and, upon presentation for such 
 purpose, it will, under such reasonable regulations as it 
 may prescribe, register therein any coupon bonds and 
 any registered bonds without coupons issued under the 
 provisions hereof. 
 
 Upon presentation of any such registered coupon bond, 
 together with a written power to transfer the same execu- 
 ted by the registered holder for the time being, in a form 
 approved by the California Corporation, such bond shall 
 
 40 
 
be transferred upon such register. The registered holder 
 of any such registered coupon bond shall also have the 
 right to cause the same to be registered as payable to 
 -bearer, in which case transferability by delivery shall be 
 restored, and thereafter the principal of such bond shall 
 be payable to any person presenting the same, but any | 
 such coupon bond registered as payable to bearer may be 
 registered again in the name of the holder with the same 
 effect as a first registration thereof. Successive regis- 
 trations and transfers as aforesaid may be made from 
 time to time as desired; and each registration shall be 
 noted by the bond registrar on the bond. Registration 
 of any coupon bond shall, however, not restrain the nego- 
 tiability of any coupon thereto belonging, but every such 
 coupon shall continue to pass by delivery and shall re- 
 main payable to bearer. 
 
 Any registered bond without coupons may be trans- 
 ferred by instrument in writing in a form approved by the 
 California Corporation executed by the registered holder, 
 upon the surrender and cancellation of such bond, in 
 which case a new registered bond or new registered bonds 
 for an equivalent amount, having endorsed thereon the 
 same serial number or numbers of coupon bonds, and 
 bearing interest from the first day of November or May, 
 as the case may be, last preceding the date of said trans- 
 fer, shall be issued to the transferee or transferees. 
 
 Whenever any registered bond without coupons shall 
 be surrendered for exchange for a coupon bond or bonds 
 of the denomination of $1,000, the California Corpora- 
 tion shall execute and the Trustee shall certify and de- 
 
 41 
 
liver, in exchange for and upon cancellation of such reg- 
 istered bond, a like amount of the principal thereof in 
 coupon bonds, each bearing one of the* serial numbers 
 endorsed upon the cancelled registered bond, with the 
 coupons attached, maturing on and after the next date 
 on which the interest would have become due on such 
 surrendered registered bond. 
 
 Whenever any coupon bond or bonds of the denomina- 
 tion of $1,000 issued under and secured by this inden- 
 ture,together with all unmatured coupons thereto belong- 
 ing, shall be surrendered for exchange for a registered 
 bonds or bonds, the California Corporation shall execute 
 and the Trustee shall certify and deliver in exchange for 
 such coupon bond or bonds, a like principal amount 
 of registered bonds without coupons, having endorsed 
 thereon the serial number or numbers of the coupon 
 bonds so surrendered, and bearing interest from the first 
 day of November or May, as the case may be, last pre- 
 ceding the date of said exchange. 
 
 Whenever ten coupon bonds of the denomination of 
 $100 each, and all unmatured coupons attached thereto, 
 shall be surrendered for exchange for a coupon bond of 
 $1,000, the California Corporation shall execute and the 
 Trustee shall certify and deliver a coupon bond of $1,000 
 denomination, with all unmatured coupons thereto at- 
 tached, and numbered as follows: If said ten surren- 
 dered bonds shall bear the same serial number, then the 
 $1,000 bond issued in exchange therefor shall bear the 
 Same serial number as the surrendered bonds. If, how- 
 ever, said ten surrendered bonds do not all bear the 
 
 42 
 
same serial number, then the $1,000 bond issued in ex- 
 change shall bear, preceded by the letter X, a serial num- 
 ber borne by one of the surrendered bonds and not borne 
 by any $1,000 bond at the time outstanding, and said 
 bond shall also bear substantially the following endorse- 
 ment: ‘‘This bond is issued in lieu of and in exchange 
 for ten bonds of the denomination of $100 each, bearing 
 Serial mumbers and letters. ancscceseecsssenssseceeeeneeeenneeee , none of 
 which is at present outstanding.”’ 
 
 Whenever any coupon bond of the denomination of 
 $1,000 with all matured coupons shall be surrendered for 
 exchange for coupon bonds of the denomination of $100, 
 the California Corporation shall execute and the Trustee 
 shall certify and deliver, in exchange for such coupon 
 bond for $1,000, ten coupon bonds for $100 each, with 
 all unmatured coupons, each bond having the serial num- 
 ber borne by the coupon bond for $1,000 so surrendered, 
 or, if said coupon bond for $1,000 shall have been pre- 
 viously issued in exchange for coupon bonds of the de- 
 nomination of $100, then, each having one of the com- 
 bined numbers and letters specified in the endorsement 
 on the surrendered bond. 
 
 In every case of such exchange or transfer the Trus- 
 tee forthwith shall cancel the surrendered bond or bonds 
 and coupons, and shall deliver the same to the California 
 Corporation. For any exchange of coupon bonds for 
 coupon bonds of another denomination, and for any ex- 
 change of coupon bonds for registered bonds, and for 
 any transfer of registered bonds without coupons, and 
 for any exchange of registered bonds for coupon bonds, 
 
 43 
 
the California Corporation at its option, may make a 
 charge sufficient to reimburse it for any stamp tax or 
 other governmental charge required to be paid, and in 
 addition may charge a sum not exceeding one dollar for 
 each new registered or coupon bond issued upon such 
 exchange or transfer. 
 
 Section 3. Until the permanent coupon and regis- 
 tered bonds intended to be secured hereby can be en-- 
 graved and prepared, the California Corporation may 
 execute and deliver printed or lithographed bonds, bear- 
 ing interest from November 1, 1907, either registered or 
 negotiable by delivery, and substantially of the tenor of 
 the bonds hereinbefore recited, except that no coupons 
 shall be attached to said bonds; and the same may be for 
 the payment of one thousand dollars ($1,000) or any 
 multiple thereof, as California Corporation shall deter- 
 mine. Each of such printed or lithographed bonds shall 
 bear upon its face the words ‘‘Temporary Unifying and 
 Refunding Mortgage Five Per Cent. Thirty-Year Gold 
 Bond,’’ and shall be duly certified by the Trustee in the 
 same manner as the bonds hereinbefore described, and 
 such certificate shall be conclusive evidence that the 
 bond so certified has been duly issued hereunder, and 
 that the holder is entitled to the benefit of the trusts 
 hereby created. Whenever any of said temporary bonds 
 shall be surrendered for exchange for temporary bonds 
 of different denominations, but of like principal amount, 
 the California Corporation shall cancel the temporary 
 bonds so surrendered and deliver the same to the Trus- 
 tee, and shall execute and the Trustee shall thereupon, 
 
 64 
 
and upon payment of its reasonable charges for making 
 such exchange, certify and deliver to the holder of the 
 bonds so surrendered a like principal amount of tempo- 
 rary bonds, of such denominations, not less than $1,000, as 
 the holder of the bonds so surrendered may reasonably 
 request. Such printed or lithographed bonds duly issued 
 and certified hereunder shall be exchangeable for en- 
 graved bonds to be issued hereunder, and upon any such 
 exchange, said printed or lithographed bonds shall be 
 forthwith canceled by the Trustee and delivered to the 
 California Corporation. Until so exchanged, the said 
 printed or lithographed bonds shall in all respects be 
 entitled to the lien and security of these presents, as 
 bonds issued and certified hereunder, and interest when 
 and as payable shall be paid and endorsed thereon. As 
 long as any temporary bonds are outstanding, a corre- 
 sponding amount in face value of engraved bonds shall 
 be withheld from certification by the Trustee. 
 
 Section 4. In case any coupon bond issued hereunder, 
 with the coupons thereto appertaining, or any reg- 
 istered bond without coupons, shall become mutilated or 
 be destroyed, the California Corporation in its discretion 
 may issue and thereupon the Trustee in its discretion 
 may certify and deliver a new bond of like tenor and 
 date, including coupons in the case of a coupon bond, 
 bearing the same distinguishing number, in exchange 
 and substitution for, and upon cancellation of, the muti- 
 lated coupon bond, and its coupons, or the mutilated 
 registered bond, or in lieu of, and substitution for, the 
 
 45 
 
coupon bond and its coupons, or the registered bond 
 so destroyed, upon receipt of evidence satisfactory to the 
 California Corporation and Trustee of the destruction 
 of such coupon bond and its coupons, or of such regis- 
 tered bond, and upon receipt also of indemnity satis- 
 factory to the California Corporation and Trustee; and 
 the California Corporation may charge for the issue of 
 such new bond an amount suflicient to reimburse the Cal- 
 ifornia Corporation for the expense incurred by it in the 
 issue thereof. 
 
 ARTICLE THREE. 
 ISSUE AND APPROPRIATION OF BONDS. 
 
 Ssection 1. The aggregate amount of all bonds which 
 may be issued and outstanding under this indenture shall 
 never, at any one time exceed the principal sum of forty- 
 five million dollars ($45,000,000). 
 
 Section 2. $30,282,000 face value of the bonds au- 
 thorized to be issued under this indenture shall be ex- 
 ecuted by the California Corporation and delivered to 
 the Trustee, and thereafter from time to time the Trus- 
 tee shall certify and deliver such bonds for the purpose 
 of refunding, exchanging, redeeming, purchasing, retir- 
 ing or paying, as hereinafter provided, before, at or 
 after maturity, the following bonds which are herein- 
 after called ‘‘underlying bonds’’: 
 
 $10,000,000 face value of the General and Collateral 
 Trust Five Per Cent. Mortgage Bonds of the California 
 Corporation, issued under its said General and Collat- 
 eral Trust Morigage dated March 1, 1903. 
 
 46 
 
$1,848,000 face value of the First Consolidated Mort- 
 gage Five Per Cent. Sinking Fund Thirty-Year Gold 
 Bonds of the Bay Counties Power Company, issued 
 under its said First Consolidated Mortgage, dated Sep- 
 tember 1, 1900, and such an additional amount face 
 value, of said bonds, not exceeding $357,000 face value 
 thereof, as may hereafter be issued in exchange for the 
 bonds of the Nevada County Electric Power Company 
 and the Yuba Electric Power Company hereinafter men- 
 tioned. 
 
 $750,000 face value of the Bay Counties Power Com- 
 pany, Second Mortgage Gold Bonds, issued under its 
 said Second Mortgage, dated April 1, 1901. 
 
 $2,500,000 face value of the First Mortgage Five Per 
 Cent. Sinking Fund Twenty-Hight-Year Gold Bonds of 
 the Valley Counties Power Company, issued under its 
 said First Mortgage, dated May 1, 1902. 
 
 $1,000,000 face value of First Mortgage Five Per Cent. 
 Sinking Fund Thirty-Year Gold Bonds of the California 
 Central Gas and Electric Company, issued under its said 
 First Mortgage, dated August 1, 1901. 
 
 $2,210,000 face value of the Sacramento Electric Gas 
 and Railway Company Five Per Cent. First Mortgage 
 Gold Bonds, issued under its said First Mortgage, dated 
 November 1, 1897, and such an additional amount of said 
 bonds, not exceeding $265,000 face value thereof as may 
 hereafter be issued in exchange for the First Mortgage 
 Gold Bonds of the Central Electric Railway Company, 
 hereinafter mentioned. 
 
 47 
 
$5,000,000 face value of the First Mortgage Gold 
 Bonds of The Standard Electric Company of California, 
 issued under its said First Mortgage, dated September 1, 
 1899. 
 
 $1,960,000 face value of the First Mortgage Bonds of 
 the United Gas and Electric Company, issued under its 
 said First Mortgage, dated July 1, 1902. 
 
 $1,000,000 face value of the Mortgage Bonds of the 
 Oakland Gas, Light and Heat Company, issued under 
 its First Mortgage, dated March 16, 1891. 
 
 $1,173,000 face value of the Consolidated Mortgage - 
 Bonds of the South Yuba Water Company, issued under 
 its Consolidated Mortgage, dated July 1, 1893, and such 
 an additional amount face value of said bonds, not ex- 
 ceeding $339,000, as may hereafter be issued in exchange 
 for the General First Mortgage Bonds of the South. 
 Yuba Water and Mining Company, hereinafter men- 
 tioned. 
 
 $397 000 face value of the General First Mortgage 
 Bonds of the South Yuba Water and Mining Company, 
 issued under its General First Mortgage, dated April 1, 
 1890, or such thereof as are not exchanged for the said 
 Consolidated Mortgage Bonds of the South Yuba Water 
 Company as above set forth. 
 
 $850,000 face value of the Five Per Cent. First Mort- 
 gage Thirty-Year Gold Bonds of the Central California 
 
 Hilectrie Company, issued under its said First Mortgage, 
 dated May 1, 1903. 
 
 48 
 
$725,000 face value of the First Mortgage Gold Bonds 
 of the Blue Lakes Water Company, issued under its said 
 First Mortgage, dated March 15, 1893. 
 
 $291,000 face value of the First Mortgage Six Per 
 Cent. Gold Bonds of The Stockton Water Company, is- 
 sued under its said First Mortgage, dated April 1, 1891. 
 
 $171,000 face value of the First Mortgage Gold Bonds 
 of the Nevada County Electric Power Company, issued 
 under its First Mortgage, dated October 1, 1898, or such 
 thereof as are not exchanged for the bonds reserved for 
 that purpose under the said First Consolidated Mort- 
 gage of the Bay Counties Power Company, as above set 
 forth. 
 
 $186,000 face value of the First Mortgage Gold Bonds 
 of the Yuba Electric Power Company, issued under its 
 said First Mortgage, dated June 1, 1899, or such thereof 
 as are not exchanged for the bonds reserved for that 
 purpose in the said First Consolidated Mortgage of the 
 Bay Counties Power Company, as above set forth. 
 
 $265,000 face value of the First Mortgage Gold Bonds 
 of the Central Electric Railway Company, issued under 
 its said First Mortgage, dated June 1, 1892, or such 
 thereof as are not exchanged for the bonds reserved for 
 that purpose under the said First Mortgage of the Sac- 
 ramento Electric Gas and Railway Company, as above 
 set forth. 
 
 $26,000 face value of the Six Per Cent. Gold Bonds of 
 the Berkeley Electric Lighting Company, issued under 
 its said First Mortgage, dated July 1, 1896. 
 
 49 
 
(a) Whenever from time to time the California Cor- 
 poration shall tender or cause to be tendered to the 
 Trustee for deposit hereunder any of said underlying 
 bonds now outstanding or reserved to retire other under- 
 lying bonds as above mentioned with all unmatured 
 coupons thereto appertaining, whether before, at or after 
 the payment, redemption or maturity thereof, the Trus- 
 tee, in exchange therefor shall authenticate and deliver 
 to the California Corporation, or upon its order, bonds 
 hereunder in an aggregate principal sum equal to the 
 face value of the underlying bonds so tendered to the 
 Trustee. 
 
 (b) At any time or times on or after the maturity or 
 redemption of any of the underlying bonds, or within 
 twelve months before such maturity or after any such 
 underlying bonds shall have been called for redemption 
 but before such redemption, the California Corporation 
 may sell bonds issued under this indenture, in order to 
 provide in whole or in part the means to pay or redeem 
 such underlying bonds as shall not theretofore have 
 been delivered to the Trustee and held by it under this 
 indenture, and which have matured or been redeemed, or 
 are to mature or have been called for redemption, and 
 the Trustee shall certify and deliver to the California 
 Corporation, or upon its order, bonds secured hereby in 
 an aggregate principal sum equal to the face value of 
 such underlying bonds for the payment or redemption of 
 which the California Corporation desires to provide, 
 provided that an amount of money equal to the face 
 value of the bonds so certified and delivered hereunder 
 
 00 
 
shall simultaneously be deposited with the Trustee in 
 exchange therefor. Out of the money so received by the 
 Trustee, it shall, on demand of the California Corpora- 
 tion, and upon delivery to the Trustee of the underlying 
 bonds so purchased, paid or redeemed by the California 
 Corporation, pay to the California Corporation a sum 
 equal to the face value of such underlying bonds so paid 
 or redeemed. Provided, however, that so long as any 
 bonds secured by the General and Collateral Trust Mort- 
 gage of the Pacifie Company shall remain outstanding, 
 no bonds underlying this Unifying and Refunding Mort- 
 gage shall be called for redemption before maturity at a 
 price exceeding par, without the written consent of the 
 Trustee, except such underlying bonds as shall be called 
 for redemption pursuant to the sinking fund provisions 
 
 of some underlying mortgage. 
 
 (c) Whenever any of the underlying bonds shall 
 hereafter have been (1) retired and canceled through 
 the operation of any sinking fund created under any 
 mortgage securing any of such underlying bonds or 
 otherwise (save only by being refunded by the bonds of 
 another issue of underlying bonds reserved for that pur- 
 pose), or (2) hereafter acquired for the sinking fund 
 created by the mortgage securing such bonds under such 
 conditions that the bonds so acquired shall thereupon 
 become non-negotiable,—provided in every case that no 
 bonds secured hereby shall have been issued against the 
 bonds so retired and canceled or so acquired for sinking 
 fund purposes,—an amount of bonds reserved under this 
 section equal in face value to the amount of bonds so 
 
 OL ' 
 
 U. OF ILL. LIB. 
 
retired and canceled and so acquired for sinking fund 
 purposes shall be subject to issue and shall be certified 
 by the Trustee and delivered to the California Corpora- 
 tion to pay for 85% of the actual cost of betterments or 
 extensions to the property of, and 85% of the cost of 
 new property actually acquired by the California Corpo- 
 ration, the South Yuba Water Company or Central Cali- 
 fornia Electric Company; provided, however, that none 
 of the bonds which may be available for issuance under 
 this clause (c) on account of bonds retired or cancelled 
 or acquired for sinking fund purposes prior to January 
 Ist, 1912, shall be issued by the California Corporation 
 or be certified by the Trustee unless with the unanimous 
 written consent of the Bondholders’ Committee; but any 
 of said bonds which shall become available for issuance 
 under this clause (c) on account of bonds retired or can- 
 celled or acquired for sinking fund purposes after Jan- 
 uary Ist, 1912, may be certified and issued without the 
 consent of the Bondholders’ Committee. The Trustee 
 shall not certify or deliver any bonds under this clause 
 (c) except upon presentation of certificates showing that 
 said bonds are required for expenditures then already 
 made by the California Corporation for work done or 
 for property actually constructed or acquired by it or by 
 its said constituent companies; the certificates, in other 
 respects, to be made by the same officers and to be simi- 
 lar in form and substance to those prescribed in section 
 4 of this article, the Trustee having the right to make 
 independent investigation of the facts at the expense of 
 the California Corporation as provided in said section 4. 
 
 a2 
 
(d) <Any and all of said $30,382,000 of bonds which 
 shall remain unissued after the retirement and cancella- 
 tion of all of the said underlying bonds shall, thereafter, 
 from time to time, be executed by the California Corpo- 
 ration and delivered to the Trustee and shall thereafter 
 be certified and delivered by the Trustee for the pur- 
 poses, under the conditions, and subject to the restric- 
 tions specified in said Section 5, in addition to the bonds 
 reserved for issue under said section. 
 
 (e) A certificate signed by the President or Vice- 
 President and by the Secretary or Assistant Secretary 
 of the California Corporation, under its corporate seal, 
 stating that the bonds, in respect of the deposit, or an- 
 ticipated deposit, of which the certification and delivery 
 of bonds hereunder shall be requested, were outstanding 
 on the 1st day of November, 1907, or have been issued 
 in accordance with the mortgage securing the same since 
 that time in exchange for other underlying bonds, as 
 the case may be, and stating any other facts or concern- 
 ing any other condition or conditions pertinent to the 
 right under this Section to certify and deliver bonds to 
 be issued under and secured by this indenture, shall be 
 sufficient evidence to the Trustee of such facts and full 
 warrant, authority and protection for the action of the 
 Trustee in accordance therewith. 
 
 Section 3. $3,055,000 face value of the bonds author- 
 ized to be issued under this indenture shall be executed 
 by the California Corporation, and shall be certified 
 and delivered by the Trustee to the California Corpora- 
 
 53 
 
tion for use in, or to aid in, refunding, retiring, redeem- 
 ing, purchasing, paying and exchanging any part of the 
 unfunded or floating debt of the California Corporation. 
 
 The bonds so reserved under this Section shall be cer- 
 tified and delivered to the California Corporation, or 
 upon its order, on the filing with the Trustee, from time 
 to time, of a copy of a resolution by the Board of Direc- 
 tors of the California Corporation, certified under its 
 corporate seal by its Secretary or Assistant Secretary, 
 requesting such delivery, and stating that the bonds so 
 delivered, or their proceeds, will be used by the Cali- 
 fornia Corporation only in, or to aid in, refunding, retir- 
 ing, redeeming, purchasing, paying and exchanging such 
 unfunded and floating debt, and the Trustee may require | 
 such evidence of the use of said bonds for the purposes 
 
 aforesaid as may be satisfactory to it. 
 
 Section 4. $3,058,000 face value of the bonds author- 
 ized to be issued under this indenture shall be executed 
 by the California Corporation and shall be certified and 
 delivered by the Trustee from time to time to the Cali- 
 fornia Corporation or upon its order for use, in the dis- 
 cretion of the California Corporation, in or to aid in 
 acquiring and providing for eighty-five per cent. of the 
 cost of betterments or extensions to the property of and 
 the acquisition of new property for the California Cor- 
 poration, South Yuba Water Company, and Central 
 California Hlectric Company. 
 
 No bonds reserved under this section shall be issued, 
 sold, or otherwise disposed of to any greater amount 
 
 o4 
 
than will produce (at the price of not less than ninety 
 per cent. of their face value) net proceeds equal to 
 eighty-five per cent. of the cost of the betterments, ex- 
 tensions, and new property on account whereof such 
 bonds are issued. 
 
 The said $3,058,000 face value of bonds shall be cer- 
 tified and delivered upon and subject to the following 
 conditions and restrictions, to wit: 
 
 (a) Before certifying and delivering any bonds re- 
 served under this section, there shall be delivered to the 
 Trustee a copy of a resolution of the Board of Directors 
 of the California Corporation, certified under its cor- 
 porate seal by its Secretary or Assistant Secretary, call- 
 ing for the certification and delivery of such bonds, and 
 specifying the particular purpose or purposes for which 
 the bonds called for by said resolution are to be used, 
 and directing the officers of the California Corporation 
 to set aside such amount of bonds or their proceeds, 
 separate and apart from any other assets and funds of 
 the California Corporation, and to use the same only for 
 the purposes specified in such resolution. 
 
 (b) In every instance, before certifying and deliver- 
 ing any of the bonds reserved under this section, and 
 which are to be used in or to aid in acquiring and pro- 
 viding for the cost of betterments or extensions as afore- 
 said, the California Corporation shall furnish to the 
 Trustee, in addition to such resolution of its Board of 
 Directors, the certificate of the chief engineer of the Cali- 
 fornia Corporation describing the work to be done, and 
 
 ays) 
 
stating the estimated cost thereof,:and in case of the 
 acquisition or construction of new property, such resolu- 
 tion of the Board of Directors shall be accompanied by 
 a certificate of the chief engineer and of the President or 
 Vice-President of the California Corporation, containing 
 - a description of the new property to be acquired and 
 stating (1) the necessity therefor or the desirability 
 thereof, and whether such property is known or believed 
 to be subject to any lien or charge (except undetermined 
 liens or ordinary operating accounts or charges inci- 
 dental to construction), and if so subject, such certificate 
 shall specify the character and amount of such prior 
 liens or charges (other than as aforesaid) known or be- 
 lieved to be existing or attaching thereto, and (2) the 
 price to be paid for such property, and that such price 
 does not exceed the fair value of such property. Any 
 such last-mentioned certificate shall also be accompanied 
 by the original or a verified copy of the written contract, 
 if any, providing for the sale of the bonds the certifica- 
 tion and delivery of which are called for by such resolu- 
 tion, and a statement by the President or Vice-President 
 of the California Corporation showing the amount of the 
 commission (if any) to be paid on account of such sale. 
 The Trustee hereunder may rely upon the facts stated 
 in any resolution, certificate, statement, or paper men- 
 tioned in this section, and in such case such resolution, 
 certificate, statement or paper shall be conclusive evi- 
 dence in favor of the Trustee, but the Trustee may, if 
 it deems a verification of any of the facts stated in any 
 such certificate or statement to be necessary or advisable 
 
 06 
 
(but not otherwise) investigate, in such manner as to it 
 may seem proper at the expense of the California Cor- 
 poration, the statements contained in any such certificate 
 or statement, and if such statements are not founded in 
 fact said Trustee shall not deliver any bonds called for 
 by such resolution, and the California Corporation shall 
 pay to the Trustee upon demand the costs and expenses 
 
 of such investigation. 
 
 (c) None of the bonds reserved under this section 
 shall be certified or delivered for or in respect of the 
 construction, purchase, or acquisition of property sub- 
 ject to any lien or charge certified as aforesaid, unless 
 or until the Trustee shall have reserved therefrom an 
 amount of the bonds authorized to be issued under this 
 indenture equal, at the rate of ninety per cent. of the 
 face value of such bonds and accrued interest, to the 
 aggregate amount of such certified liens and charges. 
 Whenever thereafter any such certified liens and charges 
 in respect of which such reservations shall be made shall 
 be paid or be satisfied, or shall be acquired and sub- 
 jected to the lien hereof, then a proportionate amount 
 of the bonds authorized to be issued under this indenture 
 so reserved by the Trustee under this clause shall 
 be delivered by the Trustee to the California Corpora- 
 tion or upon its order, so that the amount of such bonds 
 reserved by the Trustee under this clause at all 
 times shall be equal, at the rate aforesaid, to the amount 
 of liens and charges so certified remaining unsatisfied 
 or not subject to the lien of this Indenture: Provided, 
 however, that the amount of such liens and charges shall 
 
 57 
 
in all cases be counted as a part of the cost of the new 
 property to which they attach, so that in case of a re- 
 quest by the California Corporation for the certification 
 of bonds with respect to the construction, purchase or 
 acquisition of new property so subject to liens or 
 charges, the Trustee, after reserving bonds to the 
 amount of such liens and charges, shall certify in addi- 
 tion thereto, on account of such new property, only an 
 amount of bonds, which added to the bonds so reserved, 
 will not exceed (at ninety per cent. of their face value) 
 eighty-five per cent. of such cost of such new property. 
 
 (d) Any new property so constructed or acquired 
 shall forthwith and ipso facto. become and be subject 
 to the lien and operation of this indenture, and the Cali- 
 fornia Corporation from time to time shall execute or 
 cause to be executed and delivered in due form of law 
 all such deeds, conveyances or instruments of further 
 assurance as may be necessary for the purpose of ef- 
 fectually subjecting to the lien and operation of this In- 
 denture any new property so constructed or acquired 
 by the California Corporation, and the California Cor- 
 poration shall furnish the written opinion of counsel 
 of the California Corporation to the effect that such 
 deeds, conveyances or other instruments are sufficient 
 for such purpose, or that no deed, conveyance or instru- 
 ment of further assurance is necessary for the purposes 
 aforesaid, or, in the case of the delivery of bonds re- 
 served under clause (c) of this section, that such liens 
 and charges have been duly paid and satisfied or have 
 been acquired and duly subjected to the lien hereof. 
 
 58 
 
Section 5. The remaining bonds authorized to be is- 
 sued hereunder, to wit, bonds to the amount of $8,605,000 
 face value, and all bonds reserved to retire underlying 
 bonds in accordance with section 2 of this article, but 
 not required therefor, as provided in subsections (c) 
 and (d) of said section 2, shall be executed by the Cali- 
 fornia Corporation and shall be certified and delivered 
 by the Trustee from time to time for the purposes and 
 under the conditions and restrictions provided for in 
 Section 4 of this Article, provided that so long as any 
 bonds are outstanding under the General and Collateral 
 Trust Mortgage of the Pacific Gas and Electric Com- 
 pany mentioned in Article One hereof, none of the bonds 
 reserved under this section shall be certified or delivered 
 until there shall be filed with the Trustee not only the 
 resolutions and certificates required by said Section 4, 
 but also a certified copy of a resolution adopted by the 
 bondholders’ committee provided for by said General 
 and Collateral Trust Mortgage, consenting to the cer. 
 tification of such bonds, and then only in accordance 
 with such resolution of the bondholders’ committee. 
 
 ARTICLE FOUR. 
 
 PARTICULAR COVENANTS OF THE CALIFORNIA CORPORATION. 
 
 Section 1. The California Corporation covenants and 
 agrees that it will duly and punctually pay, or cause to 
 be paid, the principal and interest of every bond issued 
 hereunder and secured hereby, all in gold coin of the 
 United States of or equal to the present standard of 
 
 59 
 
weight and fineness, at the dates and places and in the 
 manner mentioned in such bonds, and in the coupons 
 appertaining to coupon bonds, according to the true in- 
 tent and meaning thereof. The California Corporation 
 further covenants and agrees (in so far as it lawfully 
 may without prejudice to any of the rights of holders 
 of bonds or coupons secured hereby) that said princi- 
 pal and interest shall be paid without deduction for any 
 tax or taxes imposed by the United States, or by any 
 State, County, Municipality or Governmental subdivi- 
 sion, which the California Corporation may be required 
 or permitted to pay thereon or to retain therefrom under 
 or by reason of any present or future law. The interest 
 on coupon bonds shall be payable only on surrender for 
 cancellation of the respective coupons annexed to said 
 bonds as such coupons respectively mature, and, when 
 and as paid, all such coupons shall forthwith be can- 
 celed. 
 
 Section 2. The California Corporation covenants and 
 agrees that at all times, until the payment of the prin- 
 cipal of the bonds secured by this indenture, it will keep 
 an office or agency in the City of New York, where cou- 
 pons may be presented for payment, and the holders of 
 registered bonds may receive payment of interest 
 thereon, and bonds secured hereby may be registered, 
 and an office or agency in the City of San Francisco, 
 where bonds and coupons may be presented for pay- 
 ment and the holders of registered bonds may receive 
 payment of interest thereon and bonds secured hereby 
 may be registered, and that from time to time it will 
 
 60 
 
give written notice to the Trustee of the place of each 
 such office and agency. 
 
 Section 3. The California Corporation covenants and 
 agrees that upon the completion of the retirement and 
 cancellation of all underlying bonds this Indenture shall 
 be and thereafter shall be kept a first lien upon all of 
 the property of the California Corporation, except (1) 
 liens and charges upon property hereafter purchased by 
 the California Corporation, or its successor, no part of 
 the purchase price of which has been paid with bonds 
 or with the proceeds of the bonds secured hereby, and 
 except (2) liens and charges against which bonds are 
 reserved under clause (c) of Section 4 of Article Three 
 hereof; and the California Corporation covenants that 
 it will pay, or cause to be discharged, or will make ade- 
 quate provision for the satisfaction or discharge of, all 
 lawful claims and demands of mechanics, laborers and 
 others, which, if unpaid, might by law or otherwise be 
 given precedence to this Indenture as a lien or charge 
 upon the mortgaged premises and property, or any 
 part thereof, or upon the income thereof. 
 
 Section 4. The California Corporation covenants and 
 agrees that, from time to time, it will duly pay and dis- 
 charge all taxes, assessments and governmental charges 
 lawfully imposed upon the premises and property hereby 
 mortgaged or pledged, or which may become subject to 
 the lien hereof, or upon any part thereof, or upon the 
 income and profits thereof, the lien of which would be 
 prior to the lien hereof, so that the priority of this In- 
 
 61 
 
denture shall be fully preserved in respect of such 
 premises and property; and also that it will pay and 
 discharge (in so far as it may lawfully pay or covenant 
 or agree to pay the same), all taxes, assessments and 
 governmental charges, lawfully imposed upon the lien 
 or interest of the Trustee under this Indenture, so that 
 the lien and priority of this Indenture shall be fully 
 preserved at the cost of the California Corporation, in 
 so far as it may be lawful, without expense to the 
 Trustee or to the bondholders; provided, however, that 
 nothing contained in this Section shall require the Cali- 
 fornia Corporation to pay any such tax, assessment or 
 charge, so long as the validity thereof shall.in good 
 faith be contested, unless thereby property or securities 
 shall be lost or forfeited, or in immediate danger 
 thereof, and that nothing in said bonds or in this In- 
 denture contained shall obligate or be deemed to obli- 
 gate the California Corporation to pay any tax, assess- 
 ment or other governmental charge, the agreement to 
 pay which or the payment of which would be contrary 
 to law, or would result in the forfeiture of any right or 
 interest secured to the holders of said bonds by the 
 terms of said bonds or of this Indenture. 
 
 Section 5. The California Corporation covenants and 
 agrees that it will not issue, negotiate, sell, hypothecate 
 or dispose of any bonds hereby secured except for the 
 best price obtainable therefor (but in no case for less 
 than ninety per cent. of their face value) or in any man- 
 ner other than in pursuance of its lawful corporate 
 powers and in accordance with the provisions of this 
 
 62 
 
Indenture and the agreements in that behalf herein con- 
 tained, and that, in issuing, selling, hypothecating, nego- 
 tiating or otherwise disposing of such bonds from time 
 to time, it will well and truly apply the same, or cause 
 the same to be applied, and will apply the proceeds 
 thereof, only to and for some one or more of the lawful 
 corporate purposes in this indenture prescribed. 
 
 Section 6. The California Corporation covenants and 
 agrees that it will not, directly or indirectly, extend or 
 assent to the extension of the time for payment of any 
 coupon or claim for interest upon any bond secured 
 hereby, and that it will not, directly or indirectly, be a 
 party to any arrangement therefor by purchasing or 
 funding said coupons or claims for interest upon regis- 
 tered bonds or in any other manner. In case the pay- 
 ment of any such coupon or claim for interest shall be 
 so extended by or with or without the consent of the 
 California Corporation, such coupon or claim for in- 
 terest so extended shall not, nor shall any coupon be- 
 longing to any bond hereby secured, which, in any way 
 on or after maturity, shall have been transferred or 
 pledged separate and apart from the bond to which it 
 relates, unless accompanied by such bond, be entitled, 
 in case of default hereunder, to any benefit of or from 
 this Indenture, except after the prior payment in full 
 of the principal of all bonds issued hereunder, and of 
 all coupons and claims for interest on such bonds, 
 which have not been so extended, transferred or pledged. 
 
 63 
 
Szction 7. The California Corporation covenants and 
 agrees that it will well and truly pay and discharge, 
 upon presentation thereof for payment, at or after ma- 
 turity, or will acquire and will deposit with the Trustee 
 hereunder, all of the said underlying bonds (except such 
 thereof as shall be exchanged for other underlying 
 bonds), and it will punctually pay or cause to be paid 
 the interest on all such underlying bonds not acquired 
 and deposited hereunder as and when such interest shall 
 become due and payable, until all underlying bonds 
 shall have been fully paid and discharged or shall have 
 been acquired and deposited hereunder, and it will not 
 make or suffer any default either in respect to such un- 
 derlying bonds or under the mortgages securing them 
 wherefrom the right may arise to enforce by foreclosure 
 or otherwise the lien therein provided, and it will not 
 extend or renew any such underlying bonds, and will not 
 cause or suffer the same to be extended or renewed; but 
 the holders of any such underlying bonds shall not be 
 entitled to the benefit of the lien of or to any rights 
 under this Indenture. 
 
 Section 8. All property, rights and franchises of 
 every name and nature, hereafter acquired by the Cali- 
 fornia Corporation, shall immediately upon the acquisi- 
 tion thereof by the California Corporation, and with- 
 out any further conveyance or assignment, become and 
 shall be subject to the lien of this Indenture, as fully 
 and completely as though now owned by the California 
 Corporation and specifically described in the granting 
 clauses hereof; and the California Corporation expressly 
 
 64 
 
covenants and agrees that it will at any and all times 
 execute and deliver any and all such further assurances, 
 conveyances or assignments thereof as the Trustee may 
 reasonably direct or require for the purpose of ex- 
 pressly and specifically subjecting the same to the len 
 of this Indenture, and also that it will do, execute, ac- 
 knowledge and deliver or cause to be done, executed, 
 acknowledged and delivered all and every such further 
 acts, deeds, conveyances, transfers and assurances as 
 may be proper under the laws for the better assuring, 
 conveying, assigning and transferring unto the Trustee 
 all and singular the property, rights and franchises 
 hereby mortgaged or pledged or intended so to be, or 
 which the California Corporation may be or hereafter 
 become bound to mortgage or pledge to the Trustee, as 
 the Trustee shall reasonably require. 
 
 Section 9. The California Corporation covenants and 
 agrees that it will not cause, suffer, or permit any bonds 
 to be issued under any of the mortgages securing any of 
 the underlying bonds mentioned in Section 2 of Article 
 Three hereof (in addition to the underlying bonds men- 
 tioned in said Section 2), except such bonds as are 
 reserved under said mortgages and are authorized to be 
 issued thereunder as specified in said Section 2 in 
 exchange for other underlying bonds. 
 
 Section 10. The California Corporation further cove- 
 nants and agrees that it will not suffer or permit either 
 the South Yuba Water Company, or the Central Cali- 
 fornia Electric Company to sell or convey all or any part 
 
 65 
 
of its property (other than corporate bonds), unless (a) 
 to the California Corporation, or (0) to the Pacific Com- 
 pany in case such company shall have acquired the 
 properties of the California Corporation as provided in 
 Article Twelve hereof, or in the case of the Central Cali- 
 fornia Electric Company (c) such sale or conveyance 
 is made to the South Yuba Water Company, or (d) the 
 property sold or conveyed is not necessary to be re- 
 tained in connection with the business of the corpora- 
 tion selling or conveying the same. The written con- 
 sent of the Trustee to the sale or conveyance of any 
 property of the nature described in clause (d) of this 
 Section shall be conclusive evidence in favor of the 
 California Corporation that the property so sold or con- 
 veyed is not necessary to be retained in connection with 
 the business of the corporation selling or conveying the 
 same; but any such sale or conveyance may be made 
 without the written consent of the Trustee if the prop- 
 erty so sold or conveyed is in fact not necessary to be 
 retained in connection with the business of the cor- 
 poration making such sale or conveyance. The pro- 
 ceeds of any sale or conveyance authorized by this sec- 
 tion, except any sale or conveyance mentioned in clauses 
 (a), (b) and (c) hereof, shall be held, used and dis- 
 posed of only for one or more of the following pur- 
 poses: (a) in accordance with any provision assigning 
 or regulating the disposition of such proceeds which is 
 contained in any mortgage which is a lien upon such 
 property at the date of such sale or conveyance thereof, 
 or (b) for the purchase of other property for the use 
 
 66 
 
of the corporation making such sale or conveyance, or 
 (c) to retire the bonds of the corporation making such 
 
 sale or conveyance. 
 
 Section 11. The California Corporation covenants and 
 agrees that from time to time it will duly pay and dis- 
 charge or cause to be paid and discharged all taxes, as- 
 sessments, and governmental charges lawfully imposed 
 upon the premises and property of the South Yuba 
 Water Company, and Central California Electric Com- 
 pany, or upon any part thereof, or upon the income and 
 profits of either of such companies; provided, however, 
 that nothing contained in this section shall require the 
 California Corporation to pay or cause to be paid any 
 such tax, assessment, or charge so long as the validity 
 thereof shall in good faith be contested, unless thereby 
 the property against which such tax, assessment, or 
 charge is laid shall be lost or forfeited, or in imme- 
 diate danger thereof. | 
 
 The California Corporation covenants and agrees 
 that it will not sanction or permit any issue of additional 
 shares of the capital stock of the South Yuba Water 
 Company, or the Central California Electric Company, 
 or of any company the greater portion of whose capital 
 stock shall be pledged and delivered hereunder, unless 
 simultaneously there shall be made effective provision 
 that all such additional stock (or such part of such addi- 
 tional stock as shall. be proportionate to the part of the 
 entire issue of such capital stock previously pledged 
 hereunder) forthwith on the issue thereof shall be de- 
 
 67 
 
livered to and be pledged with the Trustee hereunder, 
 and shall be subject to all the trusts of this Indenture. 
 
 The California Corporation covenants and agrees that 
 it will not create or suffer to be created any mortgage 
 lien upon any of the premises or property of the South 
 Yuba Water Company, or Central California Electric 
 Company, or permit either of such companies to incur 
 any floating indebtedness, and that it will pay and dis- 
 charge or cause to be paid and discharged, or will make 
 adequate provision for the satisfaction and discharge 
 of, all lawful claims and demands of mechanics, labor- 
 ers, and others which, if unpaid, might by law or other- 
 wise attach to the premises and property of any of such 
 companies, or any part thereof, or to the income of any 
 
 such companies. 
 
 Section 12. The California Corporation covenants 
 and agrees that at all times it will maintain, preserve 
 and keep the mortgaged premises and property and 
 every part thereof, and will cause to be kept the prem- 
 ises and property of the South Yuba Water Company, 
 and Central California Electric Company, together with 
 the works, plants, buildings, machinery, fixtures, equip- 
 ment, lines, tools and appliances and appurtenances and 
 every part and parcel thereof, in thorough repair, work- 
 ing order and condition, and adequately insured, and 
 that it will from time to time make all needful and 
 proper repairs, renewals, alterations, additions, better- 
 ments and improvements, so that the business of the 
 California Corporation and said other companies and 
 
 68 
 
every part thereof shall at all times be conducted in a 
 good and business-like manner; that it will also take 
 all necessary steps to preserve all water-rights, fran- 
 chises, privileges, immunities, and exemptions now 
 owned or enjoyed or which may hereafter be owned 
 or enjoyed by the California Corporation or any of 
 said other companies, and will comply with all such 
 laws as may now or hereafter be applicable, so as to 
 effectually preserve, obtain and secure the rights, fran- 
 chises, and privileges now or hereafter necessary or 
 proper for the preservation and protection of the rights 
 and privileges now owned by it and the proper con- 
 duct of its business and affairs. 
 
 Section 13. The California Corporation covenants and 
 agrees that it will acquire, as soon as practicable, all 
 the property, rights and franchises of the South Yuba 
 Water Company, and Central California Electric Com- 
 pany, and will cause such property, rights and fran- 
 chises to be subjected to the lien of this Indenture. 
 
 Section 14. The California Corporation covenants and 
 agrees that it will pay, as they become due, each and 
 every instalment of the purchase price of the stock of 
 the South Yuba Water Company, in accordance with the 
 agreement of purchase between said Company and War- 
 ner Van Norden, hereinbefore described, and that it 
 will in other respects faithfully comply with each and 
 all of the conditions of said agreement of purchase. 
 
 69 
 
ARTICLE FIVE. 
 
 CONTROL OF PLEDGED SECURITIES. 
 
 Section 1. Every underlying bond of any of the is- 
 sues referred to in Section 2 of Article Three hereof 
 which shall be deposited with or otherwise acquired by 
 the Trustee (except bonds acquired for the sinking fund 
 to be created and maintained under this Indenture as set 
 forth in Article Nine hereof), shall by the Trustee be 
 stamped with the words ‘‘Not negotiable; held in trust 
 under the Unifying and Refunding Mortgage of the 
 California Gas and Electric Corporation, dated No- 
 vember 1, 1907,’’ and shall be held by the Trustee, as 
 purchaser, without extinguishment or impairment of 
 hen, as additional security for the payment of the bonds 
 hereby secured, until (a) all bonds of the same issue at 
 any time outstanding, shall have been so deposited (ex- 
 cept lost or destroyed bonds for which satisfactory in- 
 demnity may have been given), and (b) all bonds of 
 every issue of underlying bonds secured by a mortgage 
 junior in lien upon any part of the property covered by 
 the mortgage securing the bonds so deposited have been 
 canceled, when all such deposited bonds of such issue 
 shall be canceled or procured to be canceled by the 
 Trustee and surrendered to the California Corporation. 
 Upon the cancellation of any issue of underlying bonds 
 and the discharge of the mortgage securing the same, all 
 bonds or shares of stock pledged to secure the bonds se 
 canceled, shall (unless required to be deposited under 
 some mortgage securing other underlying bonds) forth- 
 
 10 
 
with be delivered to and thereafter be held by the 
 Trustee hereunder. 
 
 Section 2. If at the time of maturity or redemption 
 of any such underlying bonds the holders thereof shall 
 decline to sell and to deliver the same at par and ac- 
 erued interest (and the premium, if redeemed), but shali 
 require the payment thereof, then, upon the payment 
 thereof by or for the California Corporation, the said 
 Trustee shall certify and shall deliver to the California 
 Corporation or upon its order, the same amount at 
 par of the bonds reserved hereunder under Section 2 
 of Article Three hereof, as though said matured or re- 
 deemed bonds had been purchased by the California 
 Corporation and by it deposited with the said Trustee, 
 and by virtue of such payment or redemption of such 
 underlying bonds and the issue of such new bonds the 
 Trustee shall forthwith be subrogated to and vested with 
 all the rights and liens of the holders of the bonds so 
 paid or redeemed. 
 
 Section 3. Neither the principal nor the interest of 
 any such underlying bonds at any time so held by the 
 Trustee, shali be collected or required to be paid unless 
 or until proceedings shall have been instituted to en- 
 force the mortgage securing such bonds, either by entry 
 or by sale, but then and thereupon all of the bonds of 
 that issue then so held by the said Trustee and all in- 
 terest thereon maturing on or subsequently to the date 
 upon which default was made for which such proceed- 
 ings shall have been instituted, shall be entitled to pay- 
 
 71 
 
ment and payment thereof shall be enforced, ratably 
 and equally with all other bonds of such issue not de- 
 posited with said Trustee, but all interest maturing upon 
 any such deposited bonds prior to any default under 
 this Indenture or under the mortgage securing such 
 deposited bonds, shall be deemed to have been paid and 
 satisfied, and upon request of the California Corpora- 
 tion therefor the coupons or interest warrants repre- 
 senting such interest shall be canceled by the Trustee 
 and delivered to the California Corporation. 
 
 Section 4. The California Corporation covenants and 
 agrees that it will deliver to the Trustee any and all 
 certificates for shares of stock which may become 
 or be intended to become subject to the lien of this 
 Indenture, and the Trustee may cause to be transferred 
 into its name as Trustee under this Indenture or into 
 the name of any other person by it selected all shares 
 of stock pledged to and deposited with it pursuant here- 
 to, but all certificates for any such shares of stock stand- 
 ing in the name of any other person or persons shall at 
 all times be held by the Trustee endorsed in blank by 
 the person in whose name the shares represented thereby 
 shall stand. 
 
 Section 5. It is hereby expressly agreed that, while 
 and so long as there shall be no default in the payment 
 of the principal or interest of any of the bonds secured 
 hereby or in the due performance or observance of any of 
 the covenants or conditions herein required to be kept 
 or performed by the California Corporation, continuing 
 
 72 
 
as hereinafter provided, the Trustee shall execute and de- 
 liver to the California Corporation, upon the written or- 
 der of its president or vice-president, assignments of or 
 orders for any dividends which may be declared to be or 
 be payable upon any deposited or pledged stock registered 
 in the name of the Trustee or any person into whose 
 name the Trustee shall have caused certificates for such 
 shares of stock to be transferred; and so long as it shall 
 not be in default as aforesaid, the California Corpora- 
 tion shall have the right to vote upon or assent in re- 
 spect to all shares of stock pledged hereunder for all 
 purposes not contrary to its covenants herein contained 
 or otherwise inconsistent with the provisions or pur- 
 poses of this Indenture, and with the same force and 
 effect as though such shares were not subject to this 
 Indenture, and from time to time, upon demand of the 
 California Corporation, the Trustee forthwith shall ex- 
 ecute and deliver, or shall cause to be executed and de- 
 livered, to the California Corporation, or to its nom- 
 inees, suitable powers of attorney or proxies to vote 
 upon or sign or assent in respect to any shares of stock 
 which may be registered in the name of the Trustee or 
 of any person into whose name the Trustee shall have 
 caused them to be transferred, at any meeting or meet- 
 ings of the company or companies which shall have is- 
 sued the same, or for any lawful purpose of represen- 
 tation of said shares. 
 
 In case there shall be a default as aforesaid, then 
 during the continuance of such default, in addition to 
 the other remedies hereinafter provided, the Trustee 
 
 73 
 
may revoke any such proxy or proxies and vote upon 
 any such shares of stock, but after any such default 
 shall have been made good or shall have been waived 
 as in this Indenture provided, the right of the Cali- 
 fornia Corporation to vote upon or assent in respect 
 to any such shares and the obligation of the Trustee 
 to execute such proxies, or cause the same to be ex- 
 ecuted, shall revive and shall continue as though no 
 such default had taken place. 
 
 Section 6. In case, while and so long as there shall 
 be no default hereunder, any sum shall be paid on ac- 
 count of the principal of any underlying bonds or other 
 bonds or of any obligation subject to this Indenture, or 
 in case any sum shall be paid on account of the interest 
 upon any such bonds or obligations, out of the proceeds 
 of the sale of property covered by a mortgage or trust 
 deed securing such bonds or obligations, or in case upon | 
 the dissolution or liquidation of any company any sum 
 shall be paid upon any bonds, subject to this Indenture, 
 then and in any such case any such sum, unless required 
 to be paid to and received by the Trustee under any 
 Indenture constituting a prior lien on the mortgaged 
 or pledged premises or any part thereof, shall be re- 
 ceived by the Trustee and shall be by it expended in 
 purchasing or redeeming bonds issued hereunder, or 
 any underlying bonds, in its discretion. 
 
 _ Section 7. In case default shall be made in the pay- 
 ment of the principal or interest of any of the bonds 
 which shall have been delivered to and shall be held by 
 
 74 
 
the Trustee hereunder, or of any bonds then secured 
 by the same mortgage as bonds held by the Trustee, 
 then and in any such case, the Trustee, without preju- 
 dice to its right to claim a default under this Indenture, 
 may in its discretion, cause proper proceedings to be 
 instituted to enforce or foreclose the mortgage by which 
 the bonds so in default are secured. . 
 
 In case any property covered by an underlying mort- 
 gage shall be sold upon foreclosure of such mortgage, 
 then, if the property sold can be acquired by crediting on 
 the bonds held by the Trustee hereunder the sum accruing 
 or to be received thereon out of the proceeds of such 
 property and paying not more than fifteen per cent. of 
 the price of such property in cash, the Trustee in its 
 discretion may—but, if by the California Corporation 
 or by the holders of a majority in amount of the bonds 
 hereby secured and then outstanding requested in writ- 
 ing and provided with the amount of cash necessary 
 therefor, the Trustee shall purchase or cause to be pur- 
 chased or permit the California Corporation to purchase 
 such property in the name or on behalf of the Trustee 
 or of the California Corporation, or by purchasing trus- 
 tees, and shall use or permit the California Corporation 
 to use such bonds, so far as may be, to make payment 
 for such properties; and in case of such purchase the 
 Trustee shall take such steps as it may deem proper to 
 cause such property to be vested in the California Cor- 
 poration subject to the lien of this Indenture. The 
 California Corporation covenants that on demand of 
 the Trustee it (the California Corporation) forthwith 
 
 75 
 
will pay or satisfactorily provide for the payment of all 
 expenditures incurred by the California Corporation 
 under any of the provisions of this section, including 
 all sums required to obtain or perfect the ownership or 
 title of any property which the Trustee shall purchase 
 or cause to be purchased pursuant to the provisions of 
 this section. 
 
 In case the Trustee shall not purchase or cause to be 
 purchased the property sold at any such sale, then the 
 Trustee shall receive any portion of the proceeds of the 
 sale accruing on the bonds held hereunder, and such pro- 
 ceeds shall be held by the Trustee and shall be by it ex- 
 pended in purchasing or redeeming bonds issued here- 
 under or any underlying bonds, in its discretion. 
 
 Section 8. The Trustee upon the request of the Cali- 
 fornia Corporation, or in its discretion when not so re- 
 quested, may do whatever is necessary for the purpose 
 of maintaining, preserving, continuing, regulating or 
 extending the corporate existence of any and all com- 
 panies, whose stock shall at any time be pledged 
 hereunder, and for such purposes from time to time it 
 may sell, assign, transfer and deliver so many shares 
 of stock of such companies as may be necessary to qual- 
 ify persons to act as directors of or in any other official 
 relation to such companies, and in every case the Trus- 
 tee may make such arrangements as it shall deem 
 necessary for the protection of the trust hereunder in 
 respect to the shares so assigned. 
 
 76 
 
ARTICLE SIX. 
 
 REMEDIES OF TRUSTEE AND BONDHOLDERS. 
 
 Section 1. If one or more of the following events 
 (hereinafter called the events of default) shall happen,— 
 that is to say, if 
 
 (a) default shall be made in the payment of any 
 instalment of interest on any bond hereby secured 
 when and as the same shall become payable, and 
 such default shall have continued for the period 
 of six (6) months, or default shall be made in the 
 payment of the principal of any such bond; 
 
 (b) default shall be made in the due observ- 
 ance or performance of any other covenant or 
 condition herein required to be kept or performed 
 by the California Corporation, its successors or 
 assigns, and such default shall continue for a 
 period of six months after written notice thereof 
 to the California Corporation from the Trustee; 
 
 (c) default shall be made in the payment of the 
 interest on any of the underlying bonds and by 
 reason of such default any right of action or 
 entry shall have arisen under the mortgage se- 
 curing such underlying bonds; 
 
 (d) the California Corporation shall fail, on the 
 maturity of any of the underlying bonds, and on 
 the presentation thereof in accordance with the 
 terms of the mortgage securing such bonds, either 
 to pay such underlying bonds or to cause such 
 
 17 
 
bonds to be taken up and delivered to the Trustee 
 to be held under this Indenture; 
 
 (e) an order or decree shall be made for the 
 appointment of a receiver of the California Cor- 
 poration or of the properties subject to the lien 
 hereof, or of any part thereof; 
 
 then in each and every such case the Trustee, by its 
 agents or attorneys, may forthwith enter into or upon 
 all or any part of the lands, rights, interest, contracts, 
 agreements, franchises, premises and other property, 
 and the income thereof, hereby mortgaged or pledged 
 or intended so to be, and each and every part thereof, 
 and may exclude the California Corporation, its agents 
 and servants wholly therefrom, and, having and _ hold- 
 ing the same, may use, operate, manage and control said 
 properties, rights and franchises, and conduct the busi- — 
 ness thereof, either personally or by its superintendents, 
 managers, receivers, agents, servants or attorneys to the 
 best advantage of the holders of the bonds hereby se- 
 cured, to the fullest extent authorized by law; and upon 
 every such entry the Trustee may, at the expense of the 
 trust estate, from time to time, either by purchase, re- 
 pair or construction, maintain and restore, and may in- 
 sure or keep insured, the apparatus, tools, machinery 
 and property, buildings and structures erected or pro- 
 vided for use in connection with the business of the Cali- 
 fornia Corporation, and whereof it shall become pos- 
 sessed as aforesaid, in the same manner and to the same 
 extent as is usual with companies engaged in like busi- 
 ness, and likewise may, from time to time, at the expense 
 
 78 
 
of the trust estate, make all necessary or proper repairs, 
 renewals, replacements, alterations, additions, better- 
 ments and improvements thereto and thereon as to it 
 may seem judicious; and the Trustee in such case shall 
 have the right to manage the mortgaged and pledged 
 premises and property and to carry on the business and 
 to exercise all the rights and powers of the California 
 Corporation, either in the name of the California Cor- 
 poration or otherwise, as the Trustee shall deem best; 
 and the Trustee shall be entitled to collect and receive 
 all tolls, earnings, incomes, rents, issues and profits 
 of the mortgaged and pledged premises and property 
 and every part thereof; and, after deducting the ex- 
 penses of operating said plants, premises and other 
 property, and conducting the business thereof, and of 
 repairs, maintenance, renewals, replacements, alter- 
 ations, additions, betterments and improvements, and 
 all payments which may be made for taxes, assess- 
 ments, insurance and prior or other proper charges 
 upon the said plants, premises or property or any part 
 thereof, as well as just and reasonable compensa- 
 tion for its own services and for the services of all 
 counsel, agents and employees by it properly engaged 
 and employed, it shall apply the moneys arising as 
 aforesaid as follows: 
 
 Frrst: In ease the principal of the bonds hereby 
 secured shall not have become due, to the payment 
 of the interest in default in the order of the maturity 
 of the installments of such interest with interest there- 
 on at the rate of five per cent. per annum, such payments 
 
 79 
 
to be made ratably to the persons entitled thereto with- 
 out any discrimination or preference, subject how- 
 ever to Section 6 of Article Four hereof; 
 
 Srconp: In case the principal of the bonds hereby 
 secured shall have become due, by declaration or oth- 
 erwise, first, to the payment of the accrued interest 
 (with interest on the overdue installments thereof at 
 the rate of five per cent. per annum) in the order of 
 the maturity of the installments, subject, however, to 
 Section 6 of Article Four hereof, and next, if any sur- 
 plus remain, towards the payment of the principal of 
 all bonds hereby secured, such payments in every in- 
 stance to be made ratably to the persons entitled there- 
 to without any discrimination or preference. 
 
 Upon the payment in full of whatever may be due 
 for principal or interest or both (as the case may 
 be) and be payable for other purposes, the mortgaged 
 property and premises shall be returned to the Cal- 
 ifornia Corporation. 
 
 Upon the happening of any of the events of default 
 hereinbefore specified, and during the continuance of 
 such defaults, the Trustee shall be entitled, whether or 
 not it shall have exercised the rmght of entry by this 
 Section conferred, for the benefit of the holders of the 
 bonds hereby secured to receive and collect all interest 
 moneys and all dividends maturing and payable upon 
 all bonds and stocks then held by it hereunder, and shall 
 apply all moneys so received in the manner in this 
 Section prescribed in respect of the tolls, earnings, in- 
 come, rents, issues and profits of the mortgaged and 
 
 80 
 
pledged premises and property; and as holder of such 
 bonds and shares of stock the Trustee shall be en- 
 titled to perform any and all acts and to make or exe- 
 cute any and all transfers, requests, requisitions or 
 other instruments for the purpose of carrying out the 
 provisions of this Section; but in the event that a 
 receiver of the mortgaged and pledged premises and 
 property shall have been appointed hereunder and 
 shall be in possession thereof, the Trustee from time 
 to time in its discretion, may, and, if requested by the 
 holders of a majority in amount of the bonds hereby se- 
 cured and then outstanding, the Trustee shall turn 
 over any part or all of the interest moneys and divi- 
 dends so collected by it to such receiver and may co- 
 operate with such receiver in managing and operating 
 the premises and property of the California Corpo- 
 ration, subject to the lien of this Indenture, in such 
 manner as the Trustee shall deem for the best interests 
 of the holders of the bonds hereby secured; but, not- 
 withstanding the appointment of any receiver, the 
 Trustee shall not be obliged to deliver to the receiver 
 any bonds or shares of stock mortgaged or pledged 
 hereunder, but shall be entitled itself to retain pos- 
 session of the same. 
 
 In case, at any time when the mortgaged and 
 pledged premises and property shall be in the posses- 
 sion of the Trustee or of any receiver, the income and 
 profits received from the mortgaged and pledged prem- 
 ises and property, after deducting all expenses prop- 
 erly chargeable against the same, shall be insufficient to 
 
 81 
 
pay all the interest upon bonds secured hereby which 
 was due when the Trustee, or such receiver, took pos- 
 session of the mortgaged property and premises, and 
 all interest which may fall due while the Trustee, or 
 such receiver, is in possession thereof, then the contin- 
 uance of a default which shall have occurred before the © 
 Trustee or receiver took possession of the property, or 
 the failure to pay interest maturing while the Trustee 
 or such receiver shall be in possession of the property 
 and premises, shall entitle the Trustee and the bond- 
 holders to the same rights and remedies as are herein 
 or by law provided upon the continuance of such de- 
 fault or the failure to pay such interest, as the case 
 may be, in all respects as if the California Corpora- 
 tion had continued in possession of said property and 
 premises. 
 
 Section 2. In case default shall be made in the 
 payment of any semi-annual instalment of interest on 
 any bond hereby secured when the same shall become 
 payable, and any such instalment shall remain unpaid 
 for a period of six months, or in case default shall be 
 made in the payment annually to the Trustee of any 
 sum payable for the sinking fund as provided in Article 
 Nine of this Indenture, and any such last-mentioned de- 
 fault shall continue for a period of six months after 
 written notice thereof to the California Corporation 
 from the Trustee, or in case an order or decree shall be 
 made for the appointment of a receiver of the California 
 Corporation or of the properties subject to the lien 
 hereof or any part thereof, the Trustee may, and, upon 
 
 82 
 
the written request of holders of a majority in amount 
 of the bonds hereby secured then outstanding, shall, by 
 notice in writing delivered to the California Corpora- 
 tion, declare the principal of all bonds hereby secured 
 then outstanding to be due and payable immediately, 
 and upon any such declaration the same shall become 
 and be immediately due and payable, anything in this 
 Indenture or in said bonds contained to the contrary 
 notwithstanding. This provision is, however, subject to 
 the condition that if, at any time after the principal of 
 said bonds shall have been so declared due and payable, 
 and before any sale of the mortgaged and pledged prem- 
 ises and property or any part thereof shall have been 
 had, all arrears of interest upon all bonds hereby se- 
 cured then outstanding, with interest on overdue in- 
 stalments of interest, and all expenses properly in- 
 curred by the Trustee and by any receiver duly ap- 
 pointed of the mortgaged and pledged premises and 
 property or any part thereof, and the compensation of 
 the Trustee and of such receiver, and all liens and 
 charges having priority to or preference over the lien 
 of these presents upon the mortgaged and pledged prem- 
 ises and property, or any part thereof, or upon the in- 
 come thereof, including all taxes, assessments and gov- 
 ernmental charges lawfully imposed thereon, and all 
 taxes, assessments and governmental charges lawfully 
 imposed upon the lien or interest of the Trustee under 
 this Indenture which, by the terms hereof, the Cali- 
 fornia Corporation is under obligation to pay, shall be 
 paid by the California Corporation to the Trustee, or 
 
 83 
 
in case such amounts shall have been collected out of 
 the income of the mortgaged and pledged premises and 
 property before any sale of the mortgaged and pledged 
 premises and property or any part thereof shall have 
 been had, and if any receiver of the California Corpora- 
 tion or of its property theretofore appointed shall have 
 been discharged and possession of the property and busi- 
 ness of the California Corporation restored to it, and if 
 any proceeding for the winding up or liquidation of the 
 business or affairs of the California Corporation there- 
 tofore taken shall have been discontinued, then and in 
 every such case, such declaration and its consequences 
 shall ipso facto be rescinded and annulled; but no such 
 rescission and annullment shall extend to or affect any 
 subsequent default, or impair any right consequent 
 thereon. 
 
 Section 3. If one or more of the events of default 
 shall happen, the Trustee, with or without entry, per- 
 sonally or by attorney, in its discretion either (a) may 
 sell at public auction all and singular the mortgaged and 
 pledged premises and property, rights and franchises, 
 and all stocks, bonds and other obligations, contracts, 
 agreements and interests of every description held by 
 the Trustee or in any manner subject to this indenture, 
 and all right, title, interest, claim and demand therein, 
 and right of redemption thereof, or (b) may proceed to 
 protect and enforce all the rights of the bondholders 
 under this Indenture, by a suit or suits in equity or at 
 law either for the specific performance of any covenant 
 or agreement contained herein or in aid of the execu- 
 
 84 
 
tion of any power herein granted or for the foreclosure 
 of this Indenture or for any default or for the collec- 
 tion of the interest or principal, or both, or for the en- 
 forcement of any other appropriate legal or equitable 
 remedy, as the Trustee shall deem most effectual in 
 support of any of its rights or duties hereunder. 
 
 Section 4. Upon filing a bill in equity or upon other 
 commencement of judicial proceedings, as provided in 
 the foregoing Section of this Article, the Trustee shall 
 be entitled to exercise the right of entry herein con- 
 ferred, and any and all rights and powers herein con- 
 ferred and provided to be exercised by the Trustee upon 
 the occurrence and continuance of any default as here- 
 inbefore provided, and, as a matter of right, the Trustee 
 shall be entitled to the appointment of a receiver of the 
 premises and property hereby mortgaged and pledged, 
 and of the tolls, earnings, revenue, rents, issues, profits 
 and other income thereof, with such power as the 
 court making such appointment shall confer, and shall 
 be entitled to the application by any such receiver of the 
 net income for the benefit of the holders of the bonds 
 issued hereunder, in accordance with the trusts herein 
 declared. Except as herein expressly provided to the 
 contrary, no remedy in this Indenture conferred upon 
 or reserved to the Trustee and bondholders is intended 
 to be exclusive of any other remedy, but every remedy 
 in this Indenture provided shall be cumulative and 
 shall be in addition to every other remedy given here- 
 under or now or hereafter existing at law or in equity 
 or by statute; and every power and remedy given by 
 
 8) 
 
this Indenture to the Trustee or to the bondholders 
 may be exercised from time to time and as often as 
 may be deemed expedient. No delay or omission of 
 the Trustee, or of any holder of bonds hereby secured, 
 to exercise any right or power arising from any default 
 shall impair any such right or power or shall be con- 
 strued to be a waiver of any such default or an acquies- 
 cence therein. In case the Trustee shall have proceeded 
 to enforce any right under this Indenture by foreclos- 
 ure, entry or otherwise, and such proceedings shall 
 have been discontinued and abandoned because of a 
 waiver or for any other reason, or shall have been de- 
 termined adversely to the Trustee, then and in every © 
 such case the California Corporation and the Trustee | 
 shall severally and respectively be restored to their 
 former position and rights hereunder in respect of the 
 mortgaged and pledged premises and property, and all 
 rights, remedies and powers of the Trustee shall con- 
 tinue as though no such proceedings had been taken. 
 
 SEcTIoNn 5. In the event of any sale under or by virtue 
 of the power of sale herein contained or by virtue of judi- 
 cial proceedings, the whole of the premises and property 
 hereby conveyed, mortgaged or pledged, including all 
 stocks, bonds and other obligations, agreements, con- 
 tracts and interests of every description, held by the 
 Trustee or in any way subject to this Indenture, shall 
 be sold in one parcel as an entirety, unless the Trustee — 
 shall elect to sell in several parcels; but, if the holders 
 of a majority in amount of bonds hereby secured then 
 outstanding shall in writing request the Trustee to cause 
 
 86 
 
said premises and property to be sold either in one 
 parcel as an entirety or in several parcels, the sale shall, 
 so far as the law may allow, be made in one parcel as 
 an entirety or in several parcels as may be specified 
 in such request, and at such time or times, and place or 
 places, as may be designated therein; but any sale of 
 the mortgaged property and franchises and property 
 appurtenant thereto or appertaining to the use thereof 
 shall be made at the City and County of San F'ran- 
 cisco, in the State of California. 
 
 Notice of any such sale shall state the time and 
 place when and where the same is to be made, and 
 shall contain a brief general description of the prop- 
 erty to be sold, and shall be published once in each 
 week for at least six successive weeks prior to such 
 sale in a newspaper published in San Francisco, Cali- 
 fornia, and a newspaper published in New York City, 
 New York. ) 
 
 The Trustee may adjourn or cause to be adjourned 
 any such sale from time to time by announcement at 
 the time and place appointed for such sale, or for such 
 adjourned sale, and, without further notice or publica- 
 tion, such sale may be made at the time and place to 
 which the same shall be so adjourned. 
 
 Section 6. In case of sale of the mortgaged or 
 pledged premises or property, whether under the power 
 of sale hereby granted or pursuant to judicial proceed- 
 ings, the whole of the principal sum of the bonds hereby 
 secured, if not previously due, shall, at the option of the 
 
 87 
 
Trustee or of the holders of a majority in amount of the 
 bonds hereby secured and then outstanding, at once be- 
 come due and payable, anything in said bonds or in this 
 Indenture to the contrary notwithstanding. 
 
 Section 7. California Corporation covenants and 
 agrees that it will not at any time insist upon, or plead, 
 or in any manner whatever claim, or take the benefit or 
 advantage of any stay or extension law now or at any 
 time hereafter in force, nor will it claim, take or insist 
 upon any benefit or advantage from any law now or 
 hereafter in force providing for the valuation or ap- 
 praisement of the mortgaged or pledged premises or 
 property prior to any sale or sales thereof; nor will 
 ut, after any such sale or sales, claim or _ exer- 
 cise any right under any statute to redeem the prop- 
 erty so sold or any part thereof; and it hereby . 
 expressly waives all benefit and advantage of any 
 such law or laws, and covenants that it will not hin- 
 der, delay or impede the execution of any power herein 
 granted and delegated to the Trustee, but that it will 
 suffer and permit the execution of every such power as 
 though no such law or laws had been made or enacted. 
 In case any law such as is hereinabove in this Section 
 mentioned or referred to and now in force, of which 
 the California Corporation might take advantage despite 
 the provisions hereof, shall hereafter be repealed or 
 cease to be in force, such law shall not be deemed to 
 have become or to constitute any part of the contract 
 contained in this Indenture. 
 
 88 
 
Section 8. Upon the completion of any sale or sales 
 the Trustee shall execute and deliver to the accepted 
 purchaser or purchasers a deed or deeds of transfer and 
 release of the premises and property sold, or shall exe- 
 cute and deliver in conjunction with the deed or deeds of 
 the person or officer conducting such sale a proper re- 
 lease of such premises and property, and the Trustee 
 shall deliver to such purchaser or purchasers all bonds, 
 obligations and the certificates of all shares of stock, 
 agreements and contracts, held by it and sold to such 
 purchaser or purchasers together with proper assign- 
 ments and transfers of such bonds, obligations and 
 shares, agreements and contracts. The Trustee and its 
 successor or successors are hereby appointed the true 
 and lawful attorney or attorneys irrevocable of the Cali- 
 fornia Corporation, in its name and stead, to make all 
 necessary deeds of conveyance, sale and transfer of the 
 premises and property hereby conveyed, mortgaged or 
 pledged, and for that purpose may execute all necessary 
 acts of conveyance, assignment and transfer, and may 
 substitute one or more persons with like power, the Cali- 
 fornia Corporation hereby ratifying and confirming all 
 that its said attorney or attorneys, or such substitute or 
 substitutes, shall lawfully do by virtue hereof. Any such 
 sale or sales made under or by virtue of this Indenture, 
 either under the power of sale hereby granted and 
 conferred, or under or by virtue of judicial proceedings, 
 shall divest all right, title, interest, estate, claim and de- 
 mand whatsoever, either at law or in equity, of the Cali- 
 fornia Corporation, of, in and to the premises and prop- 
 
 89 
 
erty sold, and shall be a perpetual bar both at law and 
 in equity against the California Corporation, its succes- 
 sors and assigns, and against any and all persons claim- 
 ing or to claim the premises and property sold or any 
 part thereof, from, through or under the California Cor- 
 poration, its successors or assigns. Nevertheless, the 
 California Corporation shall, if so requested by the 
 Trustee, ratify and confirm such sale by executing and 
 delivering to the Trustee or to such purchaser or pur- 
 chasers, all proper deeds, conveyances and releases as 
 may be designated in such request. 
 
 The receipt of the Trustee or of the person or officer 
 conducting any such sale shall be a sufficient discharge 
 for the purchase money to any purchaser of the prop- 
 erty, or any part thereof, sold as aforesaid, and no such 
 purchaser, nor his representatives, grantees or assigns, 
 after paying such purchase money and receiving such 
 receipt, shall be bound to see to the application of such 
 purchase money upon or for any trust or purpose of this 
 Indenture, or be answerable in any manner whatsoever 
 for any loss, misapplication or non-application of any 
 such purchase money or any part thereof. | 
 
 Section 9. The purchase money, proceeds or avails 
 of any sale of the mortgaged and pledged premises and 
 property, together with any other moneys which may 
 then be held by the Trustee or be payable to it under 
 any of the provisions of this Indenture as part of the 
 trust estate, shall be applied as follows: } 
 
 First. To the payment of the costs, expenses, fees 
 and other charges of said sale, and a reasonable com- 
 
 90 
 
pensation to the Trustee, its agents and attorneys, and 
 the payment of all expenses, liabilities and advances in- 
 curred or disbursements made by the Trustee, and to. 
 the payment of all taxes, assessments or liens prior to 
 the lien of these presents, except any taxes, assessments 
 or other superior liens subject to which such sale shall 
 have been made. 
 
 Second. To the payment of the whole amount due, 
 owing or unpaid upon the bonds hereby secured for 
 principal and interest, with interest on the overdue in- 
 stalments of interest at the rate of five per cent. per 
 annum, and, in case such proceeds shall be insufficient 
 to pay in full the whole amount so due and unpaid upon 
 the said bonds, then to the payment of such principal 
 and interest without preference or priority of principal 
 over interest or of interest over principal or of any in- 
 stalment of interest over any other instalment of inter- 
 est, ratably, according to the aggregate of such principal! 
 and the accrued and unpaid interest, subject, however, to 
 Section 6 of Article Four hereof. 
 
 Third. Any surplus then remaining to the California 
 Corporation, its successors or assigns, or to whomsoever 
 may be lawfully entitled to receive the same. 
 
 Section 10. In case of sale of the mortgaged and 
 pledged premises and property or any part thereof, the 
 purchaser, in settlement or payment for the property 
 purchased, shall be entitled to use and apply towards 
 payment of the purchase price of the property purchased 
 any bonds and any matured and unpaid interest and 
 coupons hereby secured, by presenting such bonds, and 
 
coupons (in the case of coupon bonds) so that there may 
 be credited and endorsed or stamped as paid thereon the 
 sums applicable to such payment out of the net proceeds 
 of such sale as provided in Section 9 of this Article; and 
 such purchaser shall thereupon be credited on account 
 of the purchase price payable by him with the sums so 
 applicable and credited on the bonds and coupons so 
 presented. Such bonds and coupons so presented by 
 the purchaser shall be deemed to be paid only to the 
 extent of the amounts so credited as paid thereon; pro- 
 vided, however, that no coupon, the payment of which 
 shall have been extended, or which shall have been trans- 
 ferred or pledged separate and apart from the bond to 
 which it relates, unless accompanied by such bond, shall 
 be accepted on account of payment of purchase money 
 for said property. 
 
 At any such sale the Trustee, or any bondholders or 
 their agents, may bid for and purchase such property 
 and may make payment therefor as aforesaid, and, upon 
 compliance with the terms of sale, may hold, retain and 
 dispose of such property without further accountability. 
 
 Section 11. Upon the written request of the holders of 
 twenty per cent. in amount of the bonds hereby secured 
 then outstanding, in case of any default as aforesaid, 
 it shall be the duty of the Trustee to give to the Califor- 
 nia Corporation any notice of default which the Trustee 
 is authorized to give hereunder, and upon being 
 indemnified as hereinafter provided, to take all needful 
 steps for the protection and enforcement of its rights and 
 the rights of the holders of the bonds hereby secured, or 
 
 92 
 
to exercise the powers of entry and sale herein conferred, 
 or to commence appropriate judicial proceedings by ac- 
 tion, suit or otherwise, as the Trustee shal deem most ex- 
 pedient in the interest of the holders of the bonds hereby 
 secured; but, anything in this Indenture contained to the 
 contrary notwithstanding, the holders of a majority in 
 amount of the bonds hereby secured and outstanding, 
 shall have the right, from time to time, if they so elect 
 and manifest such election by an instrument in writing, 
 executed and delivered to the Trustee, to direct and con- 
 trol the method of conducting any and all proceedings 
 for any sale of the premises and property hereby con- 
 veyed, mortgaged and pledged, or for the foreclosure 
 of this Indenture, or for the appointment of a receiver, 
 or any other action or proceeding hereunder, and for 
 such purpose to instruct the Trustee to exercise its right 
 of election to declare said bonds due or to waive the 
 exercise of the same, or, if exercised, to annul the same 
 or to institute, continue or discontinue any proceedings 
 hereunder; and no such action by the Trustee, or by such 
 majority, in at any time waiving any default or other- 
 wise, shall extend to or be taken to affect any subse- 
 quent default, or impair any right resulting therefrom. 
 But nothing herein contained shall be construed as re- 
 quiring any direction or action on the part of bond- 
 ‘holders to enable the Trustee to act in its discretion in 
 any case where such action by bondholders is not herein 
 expressly required. 
 
 Section 12. In case default shall be made in the pay- 
 ment of any interest on any bond hereby secured, or in 
 
 93 
 
case default shall be made in the payment of the prin- 
 cipal of any such bond when the same shall become pay- 
 able, whether at the maturity of said bond, or by declar- 
 ation as authorized by this Indenture, or by a sale of the 
 mortgaged and pledged premises and property as here- 
 inbefore provided, then, upon demand of the Trustee, 
 the California Corporation agrees and covenants that it 
 will pay to the Trustee, for the benefit of the holders of 
 the bonds and coupons hereby secured and then out- 
 standing, the whole amount which shall then be due and 
 payable on all such bonds and coupons for principal or 
 interest, or both, as the case may be, with interest upon 
 the overdue principal and instalments of interest; and, 
 in case the California Corporation shall fail to pay the 
 same forthwith upon such demand, the Trustee, in its 
 own name and as trustee of an express trust, shall be 
 entitled to recover judgment for the whole amount so 
 due and unpaid. The Trustee shall be entitled to re- 
 cover judgment as aforesaid before or after or during 
 the pendency of any proceeding for the enforcement of 
 the len of this Indenture upon the mortgaged and 
 pledged premises and property, and the right of the Trus- 
 tee to recover such judgment shall not be affected by any 
 entry or sale hereunder, or by the exercise of any other 
 right, power or remedy for the enforcement of the provi- 
 sions of this Indenture, or by the foreclosure of the lien 
 hereof; and in case of a sale of the mortgaged and 
 pledged premises and property, either under any power 
 hereby granted or under judicial decree, and of the appli- 
 cation of the proceeds of sale to the payment of the mort- 
 
 94 
 
gage debt, the Trustee in its own name and as Trustee of 
 an express trust, shall be entitled to receive and to enforce 
 payment of any and all deficiency or amounts then re- 
 maining due and unpaid upon any and all of the bonds 
 issued hereunder and then outstanding for the benefit of 
 the holders hereof, and shall be entitled to recover judg- 
 ment for any portion of the mortgage debt remaining 
 unpaid, with interest. No recovery of any judgment by 
 the Trustee and no levy of any execution under any such 
 judgment upon property subject to the lien of this In- 
 denture, or upon any other property, shall in any man- 
 ner, or to any extent, affect or impair the lien of the 
 Trustee upon the mortgaged and pledged premises and 
 property or any part thereof, or any rights, powers, or 
 remedies of the Trustee hereunder, or any rights, 
 powers, or remedies of the holders of the bonds hereby 
 secured, but such lien, rights, powers and remedies shall 
 continue unaffected and unimpaired as before, except as 
 against the purchaser of the mortgaged and pledged 
 premises and other property at any sale made by the 
 Trustee hereunder or under judicial decree. Any 
 moneys thus recovered or collected by the Trustee 
 under this Article, less the cost and expenses 
 of collection and the reasonable compensation of 
 the Trustee, shall be applied by the Trustee towards 
 payment to the holders of such bonds and coupons 
 of the amounts due and unpaid upon such bonds and cou- 
 pons respectively, such payment in every instance to be 
 made ratably, and without any preference or priority, 
 upon presentation of the respective bonds and coupons 
 
 95 
 
and endorsement of such payment thereon, if partly 
 paid, or upon cancellation thereof, if paid in full, subject 
 however to the provisions of Section 6 of Article Four 
 hereof. | 
 
 Notwithstanding the foregoing provisions of this sec- 
 tion, the powers hereby granted to the Trustee are 
 strictly subject to the limitation that if, by the com- 
 mencement of any action at law to recover judgment for 
 any amount due and unpaid upon said bonds or here- 
 under, or by the exercise of any other remedy prior to or 
 concurrently with proceedings to enforce the lien of this 
 Indenture upon the mortgaged and pledged premises 
 and property, the lien of this Indenture upon said prem- 
 ises and property or the security hereby provided for 
 would, despite the foregoing provisions of this section, 
 be surrendered, waived or lost, the Trustee shall have 
 no power to commence such action at law or to exercise 
 such prior or concurrent remedy. But in case any stat- 
 ute now in force providing in terms or effect that the 
 commencement of an action to recover a debt secured by 
 mortgage shall be deemed a waiver of such security, or 
 prohibiting the exercise of any other remedy prior to or 
 concurrently with proceedings to enforce the lien of a 
 mortgage upon the premises mortgaged, or any statute 
 which now impairs or suspends the virtue of the fore- 
 going provisions of this section and of which the Cali- 
 fornia Corporation might take advantage, despite said 
 provisions, shall hereafter be repealed or cease to be in 
 force, such statute shall not be deemed to have become 
 
 96 
 
or to be a part of the contract contained in this Inden- 
 ture. 
 
 Section 13. Any request or other instrument re- 
 quired by this Indenture to be signed or executed by 
 bondholders may be in any number of documents of 
 similar tenor, and may be signed or executed by such 
 bondholders in person, or by agent or attorney appointed 
 in writing. Proof of the execution of such a request or 
 other instrument, or of a writing appointing any such 
 agent or attorney, or of the holding by any person of 
 coupon bonds transferable by delivery, or of the owner- 
 ship of registered bonds, shall be sufficient for any pur- 
 pose of this Indenture and shall be conclusive in favor 
 of the Trustee with regard to any action taken by it 
 under such request or other instrument, if made in the 
 following manner, viz.: (1) The fact and date of the 
 execution by any person of any such request or other 
 instrument or writing may be proved by the certificate 
 of any notary public or other officer authorized to take 
 acknowledgments of deeds to be recorded in any State 
 within the United States, certifying that the person sign- 
 ing such request or other instrument acknowledged to 
 him the execution thereof, or by the affidavit of a wit- 
 ness to such execution duly sworn to before any such 
 notary public or other officer. (2) The amount of cou- 
 pon bonds transferable by delivery held by any person 
 executing any such request or other instrument as a 
 bondholder, and the amounts and issue numbers of the 
 bonds held by such person and the date of his holding 
 the same, may be proved by a certificate executed by 
 
 97 
 
any trust company, bank, or other depositary (wherever 
 situated) whose certificate may be deemed by the T'rus- 
 tee to be satisfactory, showing that such person had on 
 deposit with such depositary or exhibited to it the bonds 
 described in such certificate at the date therein men- 
 tioned. (3) The ownership of registered bonds shall 
 be proved by the books for the registry of such bonds 
 provided for in this Indenture. 
 
 The Trustee shall not be bound to recognize any per- 
 son as a bondholder unless and until his title to the 
 bonds held by him is proved in the manner prescribed in 
 this Section. 
 
 Section 14. No holder of any bond or coupon hereby 
 secured shall have any right to institute any suit, ac- 
 tion or proceeding at law or in equity upon or in respect 
 of this Indenture, or for the execution of any trust or 
 power thereof, or for the appoimtment of a receiver, or 
 for any other remedy under or upon this Indenture, un- 
 less such holder shall previously have given to the Trus- 
 tee written notice of any existing default and of the 
 continuance thereof as hereinbefore provided; nor unless 
 also the holders of twenty per cent in amount of the bonds 
 hereby secured then outstanding shall have made written 
 request to the Trustee and shall have afforded to it rea- 
 sonable opportunity itself to proceed to exercise the 
 powers hereinbefore granted, or to institute such action, 
 suit or proceeding in its own name, nor unless, also, 
 such holder or holders shall have offered to the Trustee 
 satisfactory security and indemnity against the costs, 
 expenses and liabilities to be incurred therein or thereby, 
 
 98 
 
and the Trustee shall have refused or neglected to com- 
 ply with such request within a reasonable time there- 
 after; and such notification, request, and offer of in- 
 demnity are hereby declared, in every such case, at the 
 option of the Trustee, to be conditions precedent to any 
 action or cause of action for foreclosure or for the ap- 
 pointment of a receiver, and to the institution of any 
 such suit, action or proceeding and to any other remedy 
 hereunder ; it being understood and intended that no one 
 or more holders of bonds or coupons shall have any 
 right in any manner whatever to affect, disturb or preju- 
 dice the lien of this Indenture by his or their action, or 
 to enforce any right hereunder, except in the manner 
 herein provided, and that all proceedings hereunder at 
 law or in equity shall be instituted, had and maintained 
 in the manner herein provided and for the equal benefit 
 of all holders of such outstanding bonds and coupons, 
 and that any action, suit or proceeding instituted by 
 bondholders under this Section shall be controlled by 
 the holders of a majority in amount of the bonds secured 
 hereby and then outstanding, as provided in Section 11 
 of this Article. 
 
 Section 15. In case the California Corporation shall 
 make default in any of the respects mentioned in this 
 article and at any time during the continuance of such 
 default there shall be any existing judgment against the 
 California Corporation unstayed and unsecured by bond 
 on appeal, or in case, in any judicial proceeding by any 
 party other than the Trustee, a receiver of the California 
 Corporation shall be appointed, or a judgment or order 
 
 99 
 
entered for the sequestration of its property, the Trustee 
 shall be entitled forthwith, and, if it shall so elect, with- 
 out declaring the principal of the bonds secured hereby 
 to be due and payable, to exercise the right of entry 
 herein conferred without awaiting the expiration of the 
 prescribed period of default, and also any and all other 
 rights and powers in this Indenture conferred and pro- 
 vided to be exercised by the Trustee upon the occur- 
 rence and continuance of default as hereinbefore pro- 
 vided; and, as a matter of right, the Trustee shall there- 
 upon be entitled to the appointment of a receiver of the 
 mortgaged and pledged franchises and property and of 
 the tolls, earnings, income, rents, issues and profits 
 thereof, with such powers as the court making such ap- 
 
 pointment shall confer. 
 
 ARTICLE SEVEN. 
 
 RELEASES OF MORTGAGED PROPERTY. 
 
 Section 1. On the written request of the President or 
 Vice-President of the California Corporation approved 
 of or authorized by the resolution of its Board of Direc- 
 tors from time to time while the California Corporation 
 is In possession thereof, but subject to the conditions 
 and limitations in this section prescribed and not other- 
 wise, the Trustee shall release from the lien and opera- 
 tion of this Indenture any part of the mortgaged prop- 
 erty and premises (excepting the agreement for the 
 purchase of the stock of the South Yuba Water Com- 
 pany and shares of stock pledged under this Indenture) 
 provided that no part of the property and premises sub- 
 
 100 
 
ject to this indenture shall be released hereunder unless 
 at the time of such release it no longer shall be neces- 
 sary or advantageous to retain the same for the opera- 
 tion, maintenance or use in the business of the California 
 Corporation and no such release shall be made unless 
 the California Corporation shall have sold or shall have 
 contracted to exchange for other property or to sell 
 the property so to be released. The proceeds of any 
 and all such sales and all moneys received as compensa- 
 tion for any property subject to this Indenture taken by 
 exercise of the power of eminent domain (unless applied 
 in accordance with the requirements of the said In- 
 dentures severally and respectively constituting prior 
 liens on the mortgaged and pledged premises or on 
 parts thereof) shall be held by the Trustee and applied 
 at the request of the California Corporation, with the 
 approval of the Trustee to the purchase of other prop- 
 erty, real or personal or for betterments of or improve- 
 ments upon any part of the mortgaged premises, or 
 added to the sinking fund and used as_ other 
 moneys in the sinking fund are used, for purchas- 
 ing or redeeming any of the bonds issued here- 
 under, or any underlying bonds. Any new property ac- 
 quired by the California Corporation to take the place 
 _of any property released hereunder ipso facto shall be- 
 come and be subject to this Indenture as much as if spe- 
 cifically mortgaged or assigned hereby, but, if requested 
 by the Trustee, the California Corporation will convey 
 and assign the same to the Trustee by appropriate deeds 
 or other instruments upon the trusts and for the pur- 
 
 101 
 
poses of this Indenture and will cause the same to be re- 
 corded and filed in such manner as to properly secure 
 and continue the lien of this Indenture thereon. The 
 California Corporation from time to time, while in pos- 
 session of any of the property subject to this Indenture, 
 also shall have full power, in its discretion, to dispose 
 of any portion of the apparatus, machinery, equipment, 
 - tools and implements at any time subject to the lien 
 hereof, which may have become worn out or otherwise 
 unfit for use, replacing the same by new apparatus, 
 machinery, equipment, tools or implements of equal 
 value, which shall be subject to this Indenture. In no 
 event shall any purchaser or purchasers of any property 
 sold or disposed of under any provision of this article 
 be required to see to the application of the purchase 
 money paid under the provisions of this article. Nothing 
 in this Indenture shall interfere with the right of the 
 California Corporation in regular course of business to 
 dispose of, free from the lien of this Indenture, any 
 bonds or bills receivable held in its treasury or in the 
 treasury of any constituent company, and to use the pro- 
 ceeds thereof for its general corporate purposes. 
 
 Section 2. In case any of the property subject to this 
 Indenture shall be in the possession of a receiver law- 
 fully appointed, the powers in and by this article con- 
 ferred upon the California Corporation may be exer 
 cised by such receiver with the approval of the Trustee, 
 and if the Trustee shall be in possession of any such 
 property under any provision of this Indenture then all 
 of the powers by this article conferred upon the Cali- 
 
 102 
 
fornia Corporation may be exercised by the Trustee in 
 its discretion. 
 
 Section 3. A certificate signed by the President or 
 Vice-President or Chief Engineer of the California Cor- 
 poration may be received by the Trustee as conclusive 
 evidence of any of the facts mentioned in this article 
 and shall be full warrant and protection to the Trustee 
 for its action on the faith thereof, but the Trustee may, 
 in its discretion, at the expense of the California Cor- 
 poration, through agents or otherwise, make such inde- 
 pendent investigation of said facts as it may deem 
 
 necessary. 
 
 Section 4. Nothing in this article contained shall be 
 construed to authorize the California Corporation, so 
 long as any bonds are outstanding under the General 
 and Collateral Trust Mortgage of the Pacific Company, 
 dated January 2, 1906, to sell or convey any of its prop- 
 erty contrary to the covenants or conditions of the said 
 General and Collateral Trust Mortgage, or to require the 
 Trustee hereunder to execute any release of any prop- 
 erty subject. to the len hereof except such property as 
 the California Corporation shall have the right to sell or 
 convey under the terms and conditions of said General 
 and Collateral Trust Mortgage. | 
 
 ARTICLE EIGHT. 
 REDEMPTION OF BONDS. 
 Section 1. The California Corporation may, upon 
 
 any semi-annual interest day prior to the date of the 
 
 103 
 
maturity of the bonds issued under this Indenture, pay 
 and redeem all of said bonds, but not any part thereof 
 less than all, at their face value and a premium of ten 
 per cent. and accrued interest, provided that not less 
 than sixty days’ previous notice of the intention to 
 make such redemption shall have been given, by mail, | 
 to the holders of coupon bonds which have been reg- 
 istered and of registered bonds at the addresses, if 
 any, furnished by them to the California Corporation, 
 and by publication at least once a week for eight suc- 
 cessive weeks in at least one daily newspaper of the City 
 of San Francisco, California, and in one daily news- 
 paper published in New York City, and such notice 
 shall state that the California Corporation will redeem 
 all of said bonds at their face value and a premium of 
 ten per cent. and accrued interest on the day specified 
 ‘in such notice, such day being not less than sixty days 
 nor more than three calendar months from the date of 
 the first publication of such notice, and that after said 
 date interest upon said bonds will cease to accrue. 
 
 Section 2. Upon the completion of the publication of 
 said notice of redemption, there shall become due and 
 payable by the California Corporation on the day of re- 
 demption specified in said notice, at the office or agency 
 of the California Corporation in the City of San Fran- 
 cisco, the principal of all the then outstanding bonds 
 hereby secured, together with the interest then due 
 thereon and a premium of ten per cent. of the face value 
 of said bonds, and thereupon the California Corporation 
 shall pay such principal and said premium, upon the 
 
 104 
 
presentation of said bonds for payment as provided in 
 Section 3 of this article. 
 
 Section 3. Such redemption shall be provided for and 
 “made by depositing with the Trustee (which shall be 
 the fiscal agent of the California Corporation for this 
 purpose) in gold coin of the United States of America 
 of or equal to the present standard of weight and fine- 
 ness, or its equivalent, such sum as may be sufficient to 
 pay the principal and the premium of the bonds and the 
 interest accrued up to the date of redemption upon all of 
 the bonds hereby secured and at the time outstanding, 
 and if such deposit shall be made all interest shall 
 cease to accrue upon said bonds after the date of re- 
 demption specified in the notice provided for by this 
 article, and the coupons or claims for interest subsequent 
 to said date shall be and become void. All bonds re- 
 deemed and paid as in this article provided shall forth- 
 with be canceled in the presence of a representative of 
 the Trustee and a representative of the California Cor- 
 poration, and the Trustee shall thereupon note upon 
 this Indenture the fact of such cancellation and deliver 
 the bonds so canceled, together with the coupons apper- 
 taining thereto, to the California Corporation. 
 
 Section 4. The redemption provided for by this article 
 shall not be made so long as any bonds secured by the 
 General and Collateral Trust Mortgage of the Pacific 
 Company remain outstanding. 
 
 105 
 
ARTICLE NINE. 
 SINKING FUND. 
 
 Srction 1. The California Corporation will create and 
 maintain a sinking fund, to be specially applied to the 
 purchase, redemption, and payment of the underlying 
 bonds and of the bonds issued under this Indenture on or 
 before their maturity, and for that purpose will pay to 
 the Trustee on the first day of November, 1912, and on 
 the same day in each and every year thereafter to 
 and including 1916, the sum of $450,000; on the first 
 day of November, 1917, and on the same day in each 
 and every year thereafter up to and including the 
 year 1921, the sum of $550,000; on the first day of No- 
 vember, 1922, and on the same day in each and every 
 year thereafter up to and including 1926, the sum of 
 $700,000; and on the first day of November, 1927, and. 
 on the same day of each and every year thereafter up 
 to and including the year 1936, the sum of $900,000, pro- 
 vided, however, that the California Corporation may, at 
 its option, in place of making such annual payment in 
 cash, deliver to the Trustee. bonds owned by it and 
 issued under this Indenture, or any of said underlying 
 bonds, which shall be received by the Trustee at par and 
 accrued interest in place of cash and thereafter shall be 
 set apart and held by the Trustee for the purposes of 
 said sinking fund. The California Corporation shall 
 have the right to deduct from any such annual pay- 
 ment to be made by it on account of the sinking fund 
 herein provided all sums paid by it during the year next 
 preceding the date when such sinking fund payment is 
 
 106 
 
payable, on account of the sinking funds required to be 
 created and maintained under the respective mortgages 
 securing the payment of the underlying bonds, upon 
 filing with the Trustee satisfactory receipts or other evi- 
 dence showing the making of such payments. 
 
 Immediately upon any payment being made into the 
 sinking fund, the Trustee shall in its discretion either 
 purchase in the open market at the then market price 
 thereof, but not exceeding par and accrued interest, as 
 many of the bonds issued under this Indenture or in 
 the discretion of the Trustee as many of the underlying 
 
 bonds as can be acquired with the sum so paid, and any 
 additional funds that the Trustee may then have in its 
 possession for the account of such sinking fund, or shall 
 publish notice in one daily newspaper in the City of San 
 Francisco and in the City of New York, for such length 
 of time as the board of directors of the California Cor- 
 poration or its executive committee may order, not less 
 than once a week for four weeks, that bonds issued under 
 this Indenture or underlying bonds, as the Trustee may 
 determine, will be purchased therewith for the sinking 
 fund, and inviting bids for the sale of such bonds at 
 prices to be named by the bidders, and upon the recep- 
 tion of said bids the lowest bid or bids (not more than 
 110% of their face value and accrued interest) may be 
 accepted and bonds purchased to the extent of the money 
 in the sinking fund. 
 
 Section 2. If the Trustee shall not purchase, as pro- 
 vided in Section 1 hereof, a sufficient number of bonds 
 
 107 
 
to permit the investment therein of all moneys avail- 
 able for such purpose in the sinking fund within sixty 
 days after the payment of any instalment of said sink- 
 ing fund moneys to the Trustee, the Trustee may, and 
 upon the request of the California Corporation shall, 
 thereupon draw by lot a number of bonds, sufficient, at 
 the price of one hundred and ten per cent. of their face 
 value and accrued interest, to absorb all of said avail- 
 able moneys, and shall thereupon advertise the num- 
 bers of the bonds so drawn, ina daily newspaper of gen- 
 eral circulation in the City of San Francisco and in a 
 daily newspaper of general circulation in the City of 
 New York once a week for three successive weeks, and 
 by such advertisement shall require such bonds so num- 
 bered to be presented at the office of the Trustee (which 
 for that purpose shall be the agency of the California 
 Corporation) on a date specified in such advertisement. 
 such date being not less than thirty days nor more 
 than forty-two days from the date of the first publica- 
 tion of such advertisement, and shall state that interest 
 upon said bonds so numbered will cease to accrue upon 
 said date therein named for the presentation of said 
 bonds. If any of said bonds so drawn be registered, or 
 be registered bonds, a similar notice shall be sent by the 
 Trustee to the registered holder thereof at his address 
 as the same appears upon the bond register. 
 
 Interest upon the bonds so drawn shall cease to accrue 
 on a date to be named in said advertisement and on or 
 after said day said bonds, upon presentation and surren- 
 der thereof with all matured coupons, if coupon bonds, 
 
 108 
 
shall be purchased by the Trustee for the California Cor- 
 poration at the price of one hundred and ten per cent. of 
 the face value thereof and accrued interest to said date. 
 If any of the bonds so drawn shall not be presented for 
 payment, the moneys applicable to the payment of such 
 bonds shall thereafter be held by the Trustee upon a 
 special trust for the redemption of such bonds when 
 the same shall be presented and surrendered; provided 
 that if any of said bonds shall not be presented and 
 surrendered within six years from the date so fixed, 
 the moneys so held upon special trust for their re- 
 demption shall cease to be held upon such special trust 
 and shall be added to the other sinking-fund moneys 
 and thereafter applied as if such moneys had never 
 been set aside for the redemption of bonds. 
 
 Any surplus at any time remaining after the re- 
 demption of bonds as above provided, except such 
 moneys as are held in special trust as aforesaid, so 
 long as such moneys are so held, shall be held by the 
 Trustee to be added to and used in connection with 
 additional payments made to it from time to time by the 
 California Corporation under this article. In the event 
 of redemption by the California Corporation at any 
 time of all the outstanding bonds secured by this In- 
 denture, all moneys then in the hands of the Trustee 
 under the provisions of this article or any other provi- 
 sion of this Indenture shall be payable to the California 
 Corporation and, upon its request, evidenced by a certi- 
 fied copy of a resolution of its board of directors, shall 
 
 109 
 
be applied by the Trustee, to the extent of such moneys, 
 to the redemption and payment of said bonds. 
 
 Section 3. All bonds at any time held by the Trustee 
 for the sinking fund, including bonds redeemed from the 
 sinking fund as provided in Section 2, shall be held by 
 the Trustee as purchaser and shall continue to be nego- 
 tiable and to draw interest, and such interest shall be 
 added to and become a part of the sinking fund, pro- 
 vided that when all of any issue of underlying bonds 
 shall have been deposited with the Trustee subject to this 
 Indenture, as herein previded, except such bonds of said 
 issue then in the sinking fund, such last-mentioned bonds 
 shall be treated as if so deposited with the Trustee here- 
 under and shall be retired and canceled simultaneously 
 with and upon the same terms and conditions as the other 
 bonds of said issue. 
 
 ARTICLE TEN. 
 POSSESSION OF MORTGAGED PROPERTY UNTIL DEFAULT. 
 
 Section 1. Until some default shall have been made 
 in the due and punctual payment of the interest or the 
 principal of the bonds hereby secured, or of some part 
 of such interest or principal, or in the due and punctual 
 performance and observance of some covenant or con- 
 dition hereof obligatory upon the California Corpora- 
 tion, and until such default shall have continued beyond 
 the period of grace, if any, herein provided in respect 
 thereof, the California Corporation, its successors and 
 assigns, shall be suffered and permitted to retain actual 
 
 110 
 
possession of all the property and premises hereby 
 mortgaged, and to manage, operate and use the same 
 and every part thereof, with the rights and franchises 
 appertaining thereto, and to collect, receive, take, use 
 and enjoy the tolls, earnings, income, rents, issues and 
 profits thereof. 
 
 Section 2. If, when the bonds hereby secured shall 
 have become due and payable, the California Corpora. 
 tion shall well and truly pay, or cause to be paid, the 
 whole amount of the principal moneys and the interest 
 due upon all of the bonds and the coupons for interest 
 upon coupon bonds hereby secured and then outstanding, 
 or shall provide for such payment by depositing with 
 the said Trustee hereunder, for the payment of such 
 bonds and coupons, the entire amount due and to become 
 due thereon for principal and interest, or shall at any 
 time deliver or cause to be delivered to the Trustee for 
 cancellation and destruction all of the bonds issued here- 
 under; together with all unmatured coupons thereunto 
 belonging, and shall also pay or cause to be paid all 
 other sums payable hereunder and shall well and truly 
 keep, perform and observe all the things herein required 
 to be kept, performed and observed by it according to 
 the true intent and meaning of this Indenture, then and 
 in that case all property, rights and interests hereby 
 conveyed shall revert to the California Corporation, or 
 to whomsoever may be entitled thereto, and the estate, 
 right, title and interest of the Trustee therein shall 
 thereupon cease, determine and become void, and the 
 Trustee, in such case, on demand of the California Cor- 
 
 111 
 
poration, and at its cost and expense, shall enter satis- 
 faction and discharge of this Indenture upon the public 
 records, and deliver to the California Corporation, or 
 to whomsoever may be entitled thereto, all securities, 
 moneys or other property held by it as Trustee here- 
 under. 
 
 ARTICLE ELEVEN. 
 CONCERNING THE TRUSTEE. 
 
 Section 1. The Trustee may select and employ, in and 
 about the execution of the trusts hereby created and 
 the duties hereby imposed, suitable agents, attorneys 
 and counsel, whose reasonable compensation shall be 
 paid by the party of the first part to the Trustee, or, 
 in default of such payment, shall be a charge upon the 
 property hereby conveyed and the proceeds thereof para- | 
 mount to the bonds issued hereunder and the interest 
 thereon. The Trustee shall not be answerable for the 
 default or misconduct of any agent, attorney, counsel 
 or employee appointed by it in pursuance hereof if such 
 agent, attorney, counsel or employee shall have been 
 selected with reasonable care, nor for anything what- 
 ever in connection with this trust, except for its willful 
 misconduct or gross negligence. The Trustee shall not 
 be personally lable for any debts contracted. by it, nor 
 for damages to persons or property nor for salaries or 
 non-fulfillment of contracts, during any period wherein 
 the Trustee shall manage the trust premises or property 
 upon entry or voluntary surrender as aforesaid. The 
 Trustee shall not be responsible for the filing or record- 
 
 112 
 
ing of this Indenture, and shall not be required to file or 
 record the same as a chattel mortgage, nor to do any act 
 whatever, other than the acceptance of this trust, for 
 creating, perfecting or continuing the lien of this Inden- 
 ture, nor to give notice of the existence of the lien hereof 
 nor to extend or supplement the lien sought to be created 
 hereby; but the California Corporation covenants that 
 it will with all convenient speed cause this Indenture to 
 be duly filed and recorded, and that it will do all other 
 things requisite to create, perfect and continue the lien 
 hereof. 
 
 The recitals, declarations and statements of fact 
 herein contained, as also those contained in the bonds 
 issued under the authority hereof, shall be taken as re- 
 citals, declarations or statements made by the California 
 Corporation and shall not be construed as made by the 
 Trustee, and the Trustee shall not be held in any 
 wise liable or responsible for any thereof or for or under 
 any covenants in this Indenture contained made by the 
 California Corporation. Neither shall the Trustee be 
 responsible for the application by the California Cor- 
 poration of the bonds issued hereunder or the proceeds 
 of said bonds. 
 
 The Trustee shall have no responsibility for or in re- 
 spect of the validity or sufficiency of this Indenture, nor 
 of the due execution thereof by the California Corpora. 
 tion, nor of the lien purported or intended to be hereby 
 created, nor for or in respect of the title or value of the 
 property hereinbefore or at any time hereafter con- 
 veyed or intended so to be. 
 
 113 
 
The Trustee shall be under no duty to pay, nor to 
 keep itself informed as to the payment of rents, taxes, 
 or assessments upon the property hereinbefore de- 
 scribed, nor to effect insurance against fire or other 
 damage to any portion of the said property or to renew 
 any policies of fire or other insurance thereon. The 
 Trustee may, however, in its discretion, at the expense 
 of the party of the first part, or of the trust estate, do 
 or procure to be done any or all of the matters or things 
 in this paragraph set forth; but no such action on its 
 part shall be construed as a waiver of its exemption 
 
 from responsibility therefor. 
 
 Srection 2. The Trustee shall not be under any obli- 
 gation to take any action towards the execution or en- 
 forcement of the trusts hereby created, which, in its 
 opinion, will be likely to involve it in expense or liability, 
 nor to defend any suit in respect hereof unless one or 
 more of the holders of the bonds hereby secured shall, 
 as often as required by the Trustee, furnish it satisfac- 
 tory security and indemnity against such expense or 
 liability, nor to take notice of any default hereunder un- 
 less notified in writing of such default by the holders 
 of at least twenty per cent. in amount of the bonds 
 hereby secured then outstanding, nor to take any action 
 in respect of any default unless requested to take action 
 in respect thereof by a writing signed by the holders of 
 not less than twenty per cent. in amount of the bonds 
 hereby secured and then outstanding, nor (except in 
 case of a request to the Trustee to give notice of de- 
 fault as provided in Section 11 of Article Six) unless ten- 
 
 114 
 
dered satisfactory security and indemnity as aforesaid, 
 anything herein contained to the contrary notwithstand- 
 ing; but the foregoing provisions of this section are in- 
 tended only for the protection of the Trustee and shall 
 not be construed to limit or affect any discretion or 
 * power by any provision of this Indenture given to the 
 Trustee to determine whether or not it shall take action 
 in respect of such default, nor any power or discretion 
 of the Trustee to take action in respect of any default 
 without such notice or request from bondholders. 
 
 The Trustee shall be protected and held harmless in 
 acting upon any notice, request, consent, certificate, bond 
 or other instrument or paper, provided for in this In- 
 denture and believed by it to be genuine and to have 
 been signed or executed by the proper party, and shall 
 be entitled to receive the same in its discretion as con- 
 elusive proof of any fact or matter therein contained 
 upon which or by reason whereof the Trustee may be 
 required to act or in its discretion may act. As to any 
 fact upon which the Trustee shall be required or per- 
 mitted to take, or refrain from taking, action in re- 
 spect of which this Indenture does not make specific 
 provision for the evidence upon which the Trustee may 
 act, the Trustee may accept as conclusive the certificate 
 of the President or Vice-President and Secretary or 
 Treasurer of the California Corporation. 
 
 The Trustee shall be entitled to reasonable compensa- 
 tion for all services rendered by it in the execution of 
 the trusts hereby created, which compensation, as well 
 as all its reasonable expenses necessarily incurred or 
 
 115 
 
actually disbursed hereunder, including counsel fees, the 
 California Corporation agrees to pay, and the Trustee 
 shall have a lien prior to the lien of this Indenture upon 
 the property hereby mortgaged for the payment of its 
 compensation and reasonable expenses incurred here- 
 
 under. 
 
 Section 3. The Trustee or any trustee hereafter ap- 
 pointed may resign and be discharged from the trusts 
 created by this Indenture by giving notice thereof to 
 the California Corporation and to the bondholders, by 
 publication, at least twice a week for four successive 
 weeks, in one newspaper at that time published in the 
 City of New York, in the State of New York, and one 
 newspaper published in the City and County of San 
 Francisco, in the State of California. 
 
 The Trustee may be removed at any time by an in- 
 strument in writing executed by or by vote of the holders 
 of seventy-five per cent. in amount of the bonds hereby 
 secured and then outstanding, but no such removal shall 
 be made before any default hereunder shall have oc- 
 curred without the written consent of the California 
 Corporation, its successors or assigns. 
 
 Section 4. In case at any time the Trustee or any 
 Trustee hereafter appointed shall resign or be removed 
 or otherwise become incapable of acting, a successor 
 or successors may be selected by the said bondholders’ 
 committee, and if said bondholders’ committee shall fail 
 for ten days to make such selection, or if the Trustee 
 selected by the bondholders’ committee shall fail or re- 
 
 116 
 
fuse so to act, then such Trustee may be appointed by 
 the holders of a majority in amount of the bonds hereby 
 secured and then outstanding, by an instrument or con- 
 current instruments or counterparts signed by such 
 bondholders or their agents duly authorized, provided, 
 nevertheless, and it is hereby agreed and declared that, 
 in case at any time there shall be a vacancy in the office 
 of Trustee hereunder, not filled by said bondholders’ 
 committee as aforesaid, the California Corporation, by 
 an instrument executed by order of its board of direc- 
 tors, may appoint a Trustee to fill such vacancy until a 
 new Trustee shall be appointed by the bondholders as 
 herein authorized. The California Corporation shall 
 thereupon publish notice of such appointment at least 
 once a week for four successive weeks in a newspaper 
 published in the city of New York, in the State of New 
 York, and a newspaper published in the City and County 
 of San Francisco, in the State of California; but any 
 new Trustee so appointed by the California Corporation 
 shall immediately and without further act be superseded 
 by the Trustee appointed in the manner above provided 
 by the holders of the majority in amount of the bonds 
 hereby secured, if so appointed within one year after 
 the first publication of such last-mentioned notice. Every 
 Trustee hereunder shall be a Trust Company in good 
 standing doing business in the State of California, if 
 there be such Trust Company willing, able and qualified 
 to accept the trust upon reasonable and customary terms. 
 
 Any new Trustee so appointed hereunder shall ex- 
 ecute, acknowledge and deliver to the Trustee last in 
 
 117 
 
office, and also to the California Corporation, an instru- 
 ment accepting such appointment hereunder, and there- 
 upon such new Trustee, without any further act, deed 
 or conveyance, shall become vested with all the estates, 
 properties, rights, powers and trusts of its predecessor 
 in the trusts hereunder with like effect as if originally 
 named as Trustee herein; but the Trustee ceasing to 
 act shall, nevertheless, on the written demand of the 
 new Trustee, execute and deliver an instrument convey- 
 ing and transferring to such new Trustee, upon the 
 trusts herein expressed, all the estates, properties, 
 rights, powers and trusts of the Trustee so resigning 
 or removed, and shall duly assign, transfer and deliver 
 all property and moneys held by such Trustee to the 
 
 ! 
 
 new Trustee so appointed in its place. 
 
 Should any deed, conveyance or instrument in writing 
 from the California Corporation be required by any 
 new Trustee, for more fully and certainly vesting in 
 and confirming to such new Trustee such estate, rights, 
 powers and trusts, any and all such deeds, conveyances 
 and instruments in writing shall on request be made, 
 executed, acknowledged and delivered by it. 
 
 Section 5. The party of the second part accepts the 
 trusts hereby created and agrees to perform the same, 
 and has become a party hereto in order to signify such 
 acceptance and agreement, but only upon the terms and 
 conditions hereinabove set forth. 
 
 118 
 
ARTICLE TWELVE. 
 
 SUNDRY PROVISIONS. 
 
 Section 1. The right is expressly reserved to the 
 California Corporation to make a conveyance and trans- 
 fer, subject to the continuing lien of this Indenture and 
 to all the provisions thereof, of all the mortgaged and 
 pledged premises and property as an entirety to the 
 Pacific Gas and Electric Company, a Corporation or- 
 ganized and existing under the laws of California, with 
 its principal office and place of business in the City 
 and County of San Francisco; provided, however, that 
 such conveyance and transfer shall not impair the len 
 and security of this Indenture, or any of the rights or 
 powers of the Trustee, or of the bondholders hereunder, 
 and that, in any such conveyance and transfer, to be 
 executed by both parties thereto, the due and punctual 
 payment of the principal and interest of all of said bonds 
 then outstanding, according to their tenor, and the due 
 and punctual performance and observance of all the 
 covenants and conditions of this Indenture, shall be as- 
 sumed by the Pacific Gas and Electric Company. 
 
 Section 2. In case the California Corporation, pur- 
 suant to Section 1 of this article, shall convey and trans- 
 fer subject to this Indenture, all the mortgaged and 
 pledged premises and property as an entirety as afore- 
 said: to the Pacific Gas and Electric Company, such 
 Company shall succeed to, and be substituted for, the 
 California Corporation, party of the first part hereto, 
 with the same effect as if it had been named herein as 
 
 ng 
 
party of the first part, and said Pacific Gas and Hlec- 
 tric Company thereupon may cause to be signed, and 
 may issue, either in its own name or in the name of 
 California Gas and Electric Corporation, any or all of 
 such bonds which shall not theretofore have been signed 
 by the California Corporation and certified by the Trus- 
 tee; and upon the order of said Pacific Gas and Elec- 
 tric Company in lieu of the California Corporation, and 
 subject to all the terms, conditions and restrictions herein 
 prescribed, the Trustee may certify and deliver any of 
 such bonds which shall have been previously signed and 
 delivered by the officers of the California Corporation to 
 the Trustee for certification, and any of such bonds 
 which the Pacific Gas and Electric Company shall there- 
 after cause to be signed and delivered to the said Trus- 
 tee for that purpose. All the bonds so issued shall in 
 all respects have the same legal rank and security as 
 the bonds theretofore or thereafter issued in accordance 
 with the terms of this Indenture. 
 
 Section 8. All the covenants, stipulations, promises 
 and agreements in this Indenture contained, by or in 
 behalf of the California Corporation, shall bind its suc- 
 cessors and assigns, whether so expressed or not. For 
 every purpose of this Indenture, including the execution, 
 issue and use of any and all bonds hereby secured, the 
 terms ‘‘California Corporation’’ and ‘‘California Gas 
 and Electric Corporation’’ include and mean not only 
 the party of the first part hereto, but also the Pacific 
 Gas and Electric Company as the successor of the Cali- 
 fornia Corporation. Such successor corporation, which 
 
 120 
 
shall be lawfully vested with the ownership of the prop- 
 erty subject to this Indenture, shall possess and from 
 time to time may exercise each and every right and 
 power hereunder of the California Gas and Hlectric 
 Corporation in its name or otherwise. Any act or pro. 
 ceeding by any provision of this Indenture required to 
 be done or taken by any board or officer of the California 
 Corporation shall and may be done or taken with like 
 force and effect by the like board or officer of Pacific 
 Gas and Electric Company. 
 
 Except when otherwise indicated, the words ‘‘the 
 Trustee’’, or any other equivalent term, as used in this 
 Indenture, shall be held and construed to mean the 
 Trustee for the time being hereunder, whether original 
 or successor, and the words, ‘‘Trustee,’’ ‘‘bond,’’ ‘‘bond- 
 holder,’’ ‘‘holder,’’ shall include the plural as well as 
 the singular number. 
 
 Section 4. The California Corporation and the Trus- 
 tee may deem and treat the bearer of any coupon bond 
 hereby secured, which shall not at the time be regis- 
 tered as hereinbefore authorized, and the bearer of any 
 coupon for interest on any such bond, whether such bond 
 shall be registered or not, as the absolute owner of such 
 bond or coupon, as the case may be, for the purpose of 
 receiving payment thereof and for all other purposes; 
 and neither the California Corporation nor the Trus- 
 tee shall be affected by any notice to the contrary. 
 
 The California Corporation and the Trustee may deem 
 and treat the person in whose name any registered bond 
 
 121 
 
without coupons, issued hereunder, shall be registered 
 upon the books of the California Corporation, as herein- 
 before provided, as the absolute owner of such bond for 
 the purpose of receiving payment of, or on account of, the 
 ’ principal and interest of such bond, and for all other pur- 
 poses, and may deem and treat the person in whose name 
 any coupon bond shall be so registered as the absolute 
 owner thereof for the purpose of receiving payment of, or 
 on account of the principal thereof, and for all other pur- 
 poses except to receive payments of interest represented 
 by outstanding coupons; and all such payments so made 
 to such registered holder, for the time being, or upon 
 his order, shall be valid and effectual to satisfy and dis- 
 charge the liability upon such bond to the extent of the 
 sum or sums so paid. 
 
 Section 5. No recourse under or upon any obligation, 
 covenant or agreement of this Indenture, or of any bond 
 or coupon hereby secured, shall be had against any in- 
 corporator, or any past, present or future stockholder of 
 the California Corporation, or of any successor cor- 
 poration, either directly or through the California Cor- 
 poration, by virtue of any constitution, statute or rule 
 of law, or by the enforcement of any assessment or 
 otherwise; or against any officer or director of the Cali- 
 fornia Corporation whenever he may act or have acted 
 as such, by reason of any matter prior to the date hereof, 
 except his own wrongdoing, it being expressly agreed 
 and understood by and between the parties hereto and 
 the holders of all of the bonds secured hereby that this 
 mortgage and the obligations hereby secured are solely 
 
 122 
 
corporate obligations and that no personal liability shall 
 attach to, or be incurred by the incorporators, stock- 
 holders, officers or directors of the California Corpora- 
 tion, or of any successor corporation, or any of them, 
 under or by reason of any of the obligations, covenants 
 or agreements contained in this Indenture, or in any of 
 the bonds or coupons hereby secured, or implied there- 
 from; and that any and all such personal liability of 
 every name and nature, either in common law or in 
 equity, or by statute or constitution, of every such incor- 
 porator, stockholder, officer or director, is hereby ex- 
 pressly waived as a condition of, and consideration for 
 the execution and issue of this mortgage and such bonds 
 and coupons. 
 
 Section 6. The term ‘‘outstanding’’ bonds as used in 
 this Indenture includes all underlying bonds now owned 
 by the California Corporation, or by the South Yuba 
 Water Company, or by any constituent company of the 
 California Corporation, and all bonds now or at any 
 time hereafter held in any sinking fund and which 
 continue to be negotiable whether such bond be in the 
 sinking fund created by this Indenture or any sinking 
 
 fund created by any mortgage securing underlying 
 bonds. 
 
 Section 7. In order to facilitate the recording of this 
 Indenture, it may be simultaneously executed in twenty- 
 five or a less number of counterparts, each of which 
 shall be deemed to be an original and such counterparts 
 shall together constitute one and the same instrument. 
 
 123 
 
ARTICLE THIRTEEN. 
 
 Nothing in this Indenture expressed or implied is 
 intended or shall be construed to confer upon or to give 
 to any person or corporation other than the parties 
 hereto and the holders of the bonds issued hereunder 
 any right, remedy, or claim under or by reason of this 
 Indenture or any covenant, condition, or stipulation 
 hereof, and all the covenants, stipulations, promises, and 
 agreements in this Indenture contained by or on behalf 
 of the California Corporation shall be for the sole 
 and exclusive benefit of the parties hereto and the hold- 
 ers of the bonds secured hereby. 
 
 IN WITNESS WHEREOF, CALIFORNIA Gas AND ELECTRIC 
 Corporation, the party of the first part, and, as evi- 
 dence of the acceptance of the trust, Union Trust Com- 
 PANY OF San Francisco, the party of the second part, 
 have caused these presents to be duly executed by their 
 respective presidents or vice-presidents and by their 
 respective secretaries or assistant secretaries, thereunto 
 duly authorized, and their respective corporate seals to 
 be hereunto affixed, as of the day and year first above 
 written. 
 
 Cattrornia Gas anp ELEcrRric CoRPORATION, 
 By Joun A. Brrrron, President. 
 
 (Seal of California Gas and 
 Electric Corporation.) 
 
 Attest: D.H. Foorn, Secretary. 
 
 Union Trust Company or San Francisco, 
 By I. W. Hetuman, Jr., Vice-President. 
 
 (Seal of Union Trust Company 
 of San Francisco.) 
 
 Attest: Cuas. J. Drzrine, Secretary. 
 
 124 
 
Signed, sealed and delivered on behalf of CaLirornia 
 
 Gas anp Exectric CorporaTIon, in the presence of 
 
 R. J. CANTRELL. 
 
 Signed, sealed and delivered on behalf of Union TRust 
 
 CoMPANY oF San Francisco, in the presence of 
 
 State of California, 
 City and County of San Francisco.—ss. 
 
 On this 24th day of January, in the year. 1908, before 
 me, R. J. Cantrell, a Notary Public in and for said City 
 and County, residing therein, duly commissioned and 
 sworn, personally appeared John A. Britton and D. H. 
 Foote, known to me to be the President aud Secretary, 
 respectively, of the California Gas and Electric Corpo- 
 ration, one of the corporations described in and that exe- 
 cuted ‘the within and annexed instrument, and acknowl- 
 edged to me that such corporation executed the same. 
 
 In witness whereof I have hereunto set my hand and 
 affixed my official seal at my office in the City and County 
 of San Francisco the day and year in this certificate first 
 above written. 
 
 (Notarial Seal) R. J. CANTRELL, 
 
 Notary Public in and for the City and County 
 of San Francisco, State of California. 
 
 125 
 
State of California, 
 City and County of San Francisco.—ss. 
 
 On this 31st day of January, in the year 1908, before 
 me, A. K. Daggett, a Notary Public in and for said City 
 and County, residing therein, duly commissioned, and 
 sworn, personally appeared Isaias W. Hellman, Jr., and 
 Charles J. Deering, known to me to be the Vice-Presi- 
 dent and Secretary, respectively, of the Union Trust 
 Company of San Francisco, one of the corporations de- 
 scribed in and that executed the within and annexed 
 instrument, and acknowledged to me that such corpora- 
 tion executed the same. 
 
 In witness whereof I have hereunto set my hand and 
 affixed my official seal at my office in the City and 
 County of San Francisco, the day and year in this cer- 
 tificate first above written. | 
 
 (Notarial Seal) A. K. Daaeert, 
 
 Notary Public in and for the City and County 
 of San Francisco, State of California. 
 
 State of California, 
 
 City and County of San Francisco.—ss. 
 
 John A. Britton and D. H. Foote, being first duly 
 sworn, each for himself doth depose and say: 
 
 That said Britton is the President of the California 
 Gas and Electric Corporation, a corporation duly organ- 
 ized and existing under and by virtue of the laws of the 
 State of California, and said Foote is its Secretary; that 
 
 126 
 
the annexed and preceding mortgage is made in good 
 faith and without any design to hinder, delay or defraud 
 
 creditors. 
 JoHN A. Britton. 
 
 D. H. Foor. 
 Subscribed and sworn to before me this 24th day of 
 January, A. D. 1908. 
 
 (Notarial Seal) R. J. CANTRELL, 
 
 Notary Public in and for the City and County 
 of San Francisco, State of California. 
 
 State of California, 
 City and County of San Francisco.—ss. 
 Isaias W. Hellman, Jr., and Charles J. Deering, being 
 first duly sworn, each for himself doth depose and say: 
 
 That said Hellman is the Vice-President of the Union 
 Trust Company of San Francisco, a corporation duly 
 organized under and by virtue of the laws of the State 
 of California, and said Deering is its Secretary; that the 
 annexed and preceding mortgage is made in good faith 
 and without any design to hinder, delay or defraud 
 creditors. 
 
 I. W. Hetuman, Jr. 
 Cuas. J. DrErina. 
 
 Subscribed and sworn to before me this 31st day of 
 January, A. D. 1908. 
 
 (Notarial Seal) A. K. Dacezrt, 
 
 Notary Public in and for the City and County 
 of San Francisco, State of California. 
 
 127 
 
RECORDATION. 
 
 The foregoing mortgage was recorded January 31, 
 1908, in Liber 61 of Mortgages at page 27, in the County 
 Recorder’s office of the City and County of San Fran- 
 cisco; and on February 3, 1908, in Liber 820 of Mort- 
 gages, page 250, in Alameda County; in Liber 50 of 
 Mortgages, page 1, in Butte County; in Liber 53 of 
 Mortgages, page 1, in Contra Costa County; in Liber 34 
 of Mortgages, page 1, in Colusa County; in Liber 3 of 
 Mortgages, page 220, in El Dorado County; in Liber 201 
 of Mortgages, page 1, in Fresno County; in Liber 29 of 
 Mortgages, page 98, in Marin County; in Liber 62 of 
 Mortgages, page 228, in Napa County; in Liber 36 of 
 Mortgages, page 1, in Nevada County; in Liber 128 of 
 Mortgages, page 8, of Sacramento County; in Liber 51 
 of Mortgages, page 255, in San Mateo County; in Liber 
 147 of Mortgages, page 297, in Santa Cruz County; in 
 Liber 109 of Mortgages, page 1, in Solano County; in 
 Liber 169 of Mortgages, page 21, in Sonoma County; in 
 Liber 20 of Mortgages, page 124, in Tuolumne County; 
 and in Liber 26 of Mortgages, page 1, in Yuba County; 
 on February 4, 1908, in Liber Z of Mortgages, page 269, 
 in Sutter County; on February 6, 1908, in Liber B83 of 
 Mortgages, page 193, in San Joaquin County; and it 
 has also been recorded in the County Recorders’ offices 
 of the Counties of Alpine, Amador, Calaveras, Placer, 
 Plumas, Santa Clara, and Yolo. Said instrument has 
 also been recorded as a trust deed and as a mortgage of 
 personal property in the County Recorder’s office of 
 each of the counties of California therein and above 
 
 mentioned. 
 128 
 
INDEX 
 
 (Not a part of the foregoing Mortgage.) 
 
 ' 
 
 Pee OtA AGS) OF: COUSLY DYE. BUR GES cise hiate Kiaisce ea alwge ea lcometaronadend elle miatial 8 att 118 
 MUTRERIE TS UCSC OTL soe aie: Whereas) ane adi wis Asehaise Wa’ ae bse eilalaraaties State a NB UMA! ea) a Wily 19, 46 
 Authentication of instruments signed by bondholders............. 97 
 Authorization of bonds and mortgage by Board of Directors...... 19 
 
 B 
 
 ave COUntieSs, FOWEr: COL LTRU MOUs amel! © ae wing asrdlave waited aieal a eras Oko 3 
 Bay Counties Power Co. first mortgage, refunding of............. 47 
 Bay Counties Power Co. second mortgage .................002085 4 
 Bay Counties Power Co. second mortgage, refunding of.......... 47 
 Pav COUN UES LE OWer CO SIRS NETIC 2 oes elute eaceraie Sid kere lorie aialays late 4 
 Berkeley Hlectric Lighting ‘Co. mortzage. 2... les. ee eae wee 14 
 Berkeley Electric Lighting Co. mortgage, refunding of............ 49 
 TORSIOT. SAILS OL IDONCEL AN VILIN Go) cch i vile ck agua sinheralataels ole kim Aldine e a 107 
 DIU UAReaIW ALOP CG MOLES OLS fe Gey eiaane ald wie al aiiaio ues pau every alt en rone te 7 
 Blue Lakes Water Co. mortgage, refunding oOf.................008. 49 
 PROTEC LEAN OF), COUPON soils eis prurabeee De caw wad a bie Oe wkr ally lal disienWlere tah elatatia's «ile 21 
 SOM Ur AOT NOL VOC IBCOT EU piib-ceh aye\ dl bin: wen ararudnatanalels ey a wincete, eke aald Mlaana ane 26 
 Bondholders, instruments SiZNESd) DV ss o.2)ai. oe aise Sisis plele eisielslenel de G eeveis 97 
 Bondholders, limitation on right to commence actions............. 98 
 Bondholders, majority in amount may control procedure........ 86, 93 
 Bondholders may. purchase, property ss li WN cee ovine osc wleue eldlesiels 92 
 BODGNGINSTE TOMCUIGR OL viele we Gaede Ne analalb ater maleate ao Moar bye le ens (aq 
 ‘Bondholders’ committee, consent to issue against canceled bonds.. 52 
 Bondholders’ committee, consent to issue remaining bonds........ 59 
 POOINLED SETENOULELE DOL said se alate aie sehen aretar hk hoe antiga tLe a ete atin Dawe Prabal rene 19, 46 
 DONS.) COVENANT) BE LO BALA OL MMe Ke Wa iaier ins tala eteiniellelsl sugnaraishaiecutel ara cete a 62 
 BOGS OG Verena inaityayara stele ane ules a eet beara are terart arava MOOR AUN Ute lene Nee 54, 55 
 BOUGS) Gra wi, OV 10t LOT, SIN KINS TUNG Uetog ce ee btael athe oiatand le PA 108 
 Bonds, exchange unifying for underlying...............00ce eee 50 
 Bonds, exchange of coupon and registered..............0.ee000- 41, 42 
 
 Bonds, exchange for different denominations..................... 42 
 
il 
 
 Page 
 Bonds: sOXeCution VOL ie SVS eee ate ei bis gkte wee ece le adele Sts aaa 39 
 Bonds ‘for Detter Ment i hah Ne Ne ee ina clie C ue ae aia aie 18, 54 
 Bonds; 'FOLM, Oli ek aie she hws ss ole el aloe ie: wi esas ape lal testal cies carey aia Meh creas tata 21, 26 
 Bonds: mutilatedor destroyed: siiee eae ee a ee wc a 45 
 Bonds; One NUuUNdred | GOMar eee einen sicalay aie aie aia lars oe aanoke setae 38, 42 
 Bonds, outstanding Genned vais ci wale eve piece tales 1a waster suehuiats ch ola eeteanene 123 
 Bonds,; Ownersbip) OF; v2). 6i2 eso ei ha ns Oa ate Witual to laf ace col Cer 121 
 Bonds, payment for property may be made in...............eeeee oT 
 Bonds ‘pledwed with: Trustees isco ile o soaee ee ia a er esa taa oaueratte rae 70, 80 
 Bonds, redemption of underlying. ost eae eee 18, 46, 50, 71 
 Bonds, registration OF) 3 ayo ev oreie we Sees ss hots lane eve ele lele eae meee 40 
 Bonds reserved to discharge liens upon purchased property....... 57 
 BOWGS; TOMDOLALY ig dake les eo shaoles boRidal es aca car wnatre mabe 1G) Nika pitt tua ence a a4 
 Bonds: ‘to‘retire floating debt ee ese oe eels ae eee L1;:53 
 BOnGs) WNCGeSrLy IMS ee Sie eer ae eee ad ee ba ae 46 
 Bonds, ‘underlying; toi be pala soy W ees sien oieaey dre ete wie ee eee 64 
 
 C 
 
 California Central Gas & Electric Co. mortgage.................-. 14 
 California Central Gas & Electric Co. mortgage, refunding of...... 47 
 California Central Gas & Electric Co. sinking ‘fund: ooo iene 15 
 California Gas & Electric Corporation mortgage.................6. 15 
 California Gas & Electric Corporation mortgage, refunding of...... 46 
 California Gas & Electric Corporation sinking fund............... 16 
 CAllaAble NrOvishonse oe ee ee ee OR se oe SNe Se a rete ea 104 
 Cancellation of redeemed bonds..................... Gg a 70; 105 
 Central California Electric Co., covenants as to............... 65, 68, 69 
 Central: California Electric Co. mortgage foes cc i de ecole ns 13 
 Central California Electric Co. mortgage, refunding of............ 48 
 Central: Blectric: Railway. Co. morteage yes eral cae eke nme 9 
 Central Electric Railway Co. mortgage, refunding of.............. 49 
 Central Electric Railway Co; sinkine fund). fe 10 
 Certificate as to creation of bonded indebtedness.................. 19 
 Certificate as to status and date of issue of underlying bonds...... 53 
 Certificate of Chief Engineer and of President................... 52, 55 
 Certificate required’ to release, property., ..:.\ cl Us edaten View ota ees 103 
 Contract for-sale ol DOnds ey Nie oak ae ee aap va Cet Or aan lee Ui 56 
 
Page 
 REPS UPTIOTOMIICTE er LOTIIN OL a) 0 Gale) Doe olen passe vie cpa dle wie pia clade wat eats weenie 21 
 ROESEL UME KIMMEL CADTNLGRED IED ct pti otto ar atk hate Gale! dia aicl ac Kin afdow oe ceta he aie a READ he Se aah 25 
 Covenant as to issue of stock by constituent companies........... 67 
 RAVEN OTC LOS TIPLOLILY “OL 10T) wi loli ects ¢ 0 wikis e Siaie rie alnia’s cleke a em dark 61 
 Covenant-as to repairs and inSUrance.. vy ccs. cce cae ees welds Petes 68 
 fevattenene lO «sel@ OL DONUS : say's ce 6.x b's wie otera supsle deters ate tanlors settel elats 62 
 MPPVLLETLO TARO LON LAROS i's esta eid W tie'gincli ave ia GW alas cial si cre, les hehe cretuts Sane 61 
 Covenant not to extend time of payment of coupons.............. io 
 POVONANCLOVLLVG LUTChOr ASSUTAN CES? . ye a'oasila sda erie oi oM@iete eee e 64 
 Covenant to pay principal and interest without deductions........ 59 
 Covenant to pay underlying bonds and interest at maturity........ 64 
 MP VOUAIESOUINM elICCOBSOLA rs sae sive e sire keine ate eclety ate claldiatal trata oar 120 
 
 D 
 be POEL ETAT) CO CEMeNeL ar Sc etme ot we cl alert tec oleh gia aia « alaie, auido elo! eg ewave Wels atauniele' ond 111 
 PTE UCR TEC) COT UNL Sy ah lacs <' wlohe c Praha u, Chiveie -a,2 die aa age ore Dye Hook vg IN bare ee 121 
 Deficiency, Trustee may enforce payment of.................2008- 94 
 AwENOL VE (NC NOTICED dctetcislatie o oha'eis wnt tao Alm be pani tale ae ash al Wx eravamnin ier elals 54, 55 
 RIGO INATON IL | DONC irchci Meth otetae oie sede Gale ete bok Skee hae Oke 37 
 BPCROLIIUION OL DTODErty. MOLLE AZEd 25's othe cals ele Roc wre ond Nyu aici Rievoele as 31 
 a JEVANONCHs OL SLOOK DLO chia c's) caves aha wie cigar d ete eta aietwleiel aie gai ata Sts 72, 80 
 E 
 
 modaersement/On Cersain ‘COUPON. DONS so, saci ec ies a kk wipes claus > 38 
 PE CUANTOPCUATR SO LOR 2s.) iitiaciciatatsl doolalelale ip aibls seus Gah eck ate laedl ape 43 
 Exchange of coupon for registered bonds...................0000. 42 
 Exchange of coupon bonds of different denominations............ 42 
 Exchange of registered for coupon bonds................0202 eee 41 
 Exchange of underlying for unifying bonds..................000% 50 
 PX SCUUON ANG TeListration Of HOME yo iicts)cpatrtereis wieietebere oon a.ek maine & 37 
 Execution of instruments in number of counterparts........... 46s 128 
 MEDENSCS OLIES1O OL DODEL UV ss sictyars Crain lb ieietpiecales ole s@ MOEN woe e's ioe walla win 90 
 
 -Floating debt, issuance of bonds to pay............ccccsecees 17, 18, 538 
 Foreclosure of underlying mMortZages...........cccc cece ccc eces 74, 75 
 
iV 
 
 I Page 
 Insured; Property tO: De Kepte eo ee Sn ae eta 68 
 Instruments to be signed by bondholders may be concurrent....... 97 
 Interest ceases on bonds called for sinking fund.................. 108, 
 Investment of: monies in ‘sinking funded eee saan ae 107 
 Inviting bids ‘for sale Of DOME. CaS Sehrein tie wut egret une uel nai 107 
 Issuance: Of remaining DONS sa .i6sihaieleiPalalersce wie eegmmelee eitbelstaienekasmaneae 54 
 Issuance of unifying bonds for betterments......................- 54 
 Issuance of unifying bonds on account bonds retired by sinking funds 651 
 Issuance of unifying bonds to pay floating debt.................... 53 
 Issue and appropriation sof) DONS soo le ees iietule rece simone een 46 
 
 Limitation) on right to redeem. ieee Vin aie Sialeiulk aia) ends ellenarte ral eae tania eunienes 105 
 Limitation upon power of Trustee to commence actions........... 96 
 
 M 
 
 Mechanics’ liens, covenant to discharge................ccceecees 61, 68 
 
 Mortgages; foreclosure of underlying) ioc. es ee te Bie 74 
 Mutilated or ‘destroyed DONS. clos ee toiullelerare ere et eal stale eestennmnmen 45 
 
 Nevada County Electric Power Co. mortgage..............0cceeees 3 
 Nevada County Electric Power Co. mortgage, refunding of........ 47,49 
 New property ‘subject:t0 Hem oii ee eh at ee 58 
 New Trustee, appointment (Of. 6. iia ie cesarean ate eel Mime when 116 
 New York, interest payable in) City ron yi 2 ost! site petestiae) oye eery 21, 25, 26, 60 
 New York, registration of bonds in\City Of sci ek eee 29, 40, 60 
 Notice of appointment of new Trustee.........0...0..00cc0ee BAU ehaty 117 
 NOCICO TOL OLA G iis tc aide he Ri Me a aNa Ih Medal i ate EU eles NT le 92 
 Notiee}of intention ‘to; redeem iii saul wauhaaea ie letan lleli eta caer elo 104 
 Notice (ol) Sale OF: DFODETEY oni saver Wis ie cilia hoe Aa cies ala tere an phe Geeta aaeaune 87 
 
 Oakland Gas Light .& Heat Co) mortgage sco ye ies a 2 
 Oakland Gas Light & Heat Co. mortgage, refunding of............. 48 
 Ownership of bonds and coupons, . lo ose ec. VP HAD apeiretuK rs: 121 
 
 Olicers Who! May Sign PONS ee eh OMid Wenn fly iA OE RO 40 
 
P Page 
 
 Pacific Gas & Electric Co. bonds must be redeemed before unifying 105 
 Pacific Gas & Electric Co., certain provisions of general and collat- 
 
 BUA LIUSU MOLLE Ae. CONELOL rl cals Hale wee sls slae ieee ls Oimleadki toe kets. ole 103 
 Pacific Gas & Electric Co., conveyance of South Yuba Water Co. or 
 
 Peniral Calrornia mleGiric: GOW tO Wa as isa et oble be Oe hid cieiaaniets 66 
 Pacific Gas & Electric Co. may cause bonds to be signed after 
 
 RU TIBET carciiiela ial k Uinsaraiis, aimtatel hala ewe a hi eiene aldo aile'sa le eiaimratale eit Muerte Nt 119 
 
 Pacific Gas & Electric Co., provisions relating to general and col- 
 
 Tateral: Trust MOrcease DONS Ol Fo le oe Ls See Wau dee areu le eens 51 
 Pacific Gas & Electric Co., right to convey property to............ 119 
 Pacific Gas & Electric Co., supplementary mortgage of............ 20 
 PA ELIO RM erly aac ahars lates stats tale ate stank gid dadia’ Ate wnstata de alate Gib el ete a GCS eile Shp 1 
 Payment, covenant as to principal and interest................... 59 
 Payment of principal and interest of underlying bonds............ 64 
 Payment of principal and interest without preference............. 91 
 PEAS UOTE OLN SIT DSc le ae vielslal ei eid eae Nala Rig banaie ale Bua ta veer et blade as wea ieee net dilna 91 
 Pledged securities, delivery and control of................ 67, 70, 72, 80 
 Possession of mortgaged property until default................... 110 
 Possession of Trustee or Receiver during continuance of default.. 81 
 BPFIOLILY OL OT. COCO FALOI OF sick is vila o dius te sole aie'e eitihes Sara mare alam ears 36 
 PETOUST UGE ACOULLEU Voraiers te treidie ¢ elvis care Coote Nene lal atalerarteil ait dale atehen tinal 1 
 BTODGLLY COVETOCG DY MOTTE ALO oo ia acids hates aie ave eave wid ane ates 31 
 MULOUSAROL OW, CLLIG AVOSUM TAIN aiici cia a wleleseie ates akehatals aie wiatavslularemanctiaakal’: 89 
 Purchaser may apply bonds on purchase price.................... $1 
 Purposes Of JSh0G101, UNIEVINS) DODGS ii is apacane wicseraere eleva teenie ee a alies 17 
 
 Q 
 UO EE LCS ROR SION Rei lore oh dints & coe Rios rar alien ts at geal main a ailatte) ebay ane cone peglen etieles aon sal 119 
 
 Receiver not entitled to possession of pledged securities.......... 81 
 PROCELV EL) CAML) OG reiiis te ork cate vada lonedUrar ela neta hal dl Suats) Sharia le ciate’ ala'lasmiatinaertene ee 102 
 Receiver, Trustee entitled to appointment of.................... 85, 100 
 TLE CCIM DUOTIMOR OLS ar Gis. crate Wises ere ahaha inva, or Wierntw alia elds ellaumts Ghalis tac Sue’ eae te 103 
 Redemption of bonds by sinking fund of corporation.............. 17 
 ReEAEMIDLON OL UNCer lying) DONS oi. eae wllacyiaca mie ere ruieteaiprens 18, 46, 50, 71 
 
 TIGL ENOL) ULGOLLY LUG ABSLLOB = coiacicicccia seis aha ra eine ee ee alee wk aats 46 
 
V1 
 
 Page 
 Registered :bDONd, “LOVIM OL. F's wid aielnibie wisi te leo ie io 'esa Weslo eae a tote te angie oie 26 
 Registered bond, ownership how proved.............cceeccccecees 98 
 Registration OF DONS eo) ei ee en ied ci Ro ohn A ra ey 40 
 Releases ‘of mortgaged property. io ieee Sie sie ols vie mys wwe cs ble oh: ene inie eee 100 
 Remedies of Trustee and bondholders..... vie hoc pon ny oid wh ole a lay RU piase 77 
 Repair, property: to: be Kepe ia ee sae Ge ce Wile es siete bis Gielole we ater aie 68 
 Replacement of: wornout:, equipments es Oe ee i ol Oe de ee 102 
 Resolution of Board of Directors authorizing delivery........... 54, 55 
 Resolution of Board of Directors authorizing releases............. 100 
 Restoration of rights of corporation and Trustee................ 84, 86 
 Retirement, of-underlying) ponds...) cai ies cee Sd ee eee eles 18 
 Return OL PLOPSLey yee OTe an oa NN a ea Mpa 80 
 Ss 
 Sacramento Electric, Gas & Ry. Co. mortgage...............20000- 11 
 Sacramento Electric, Gas & Ry. Co. mortgage, refunding of........ 47 
 Sacramento Electric, Gas & Ry. Co. sinking fund.................. 11 
 Sale:in One ‘or several parcels soc a ace be eee ae ek eee 86 
 Sale of bonds, COVeRaAnt AS LO. . wiss'a)2!siaee ae ol siete wis eis we we paelle ccumetionate 62 
 Sale of unifying bonds to redeem underlying bonds............... 50 
 Sale, proceeds, how ‘applled.i\.. 3 swe eel Ae is Swen eee oe cee 90 
 Sales of property covered by underlying mortgages............... 74 
 san Mrancisco, bonds registrable/in:'s): vaisije. 56 suse bs ces 6 Memes 40, 60 
 San Francisco, interest payable inv. cee cis enews 21, 25, 26, 60 
 pan Prancisco, principal payable in. cies ede cae ewe ween x 21, 26, 60, 104 
 STO RIBS Ee nna eS ho Aa cat ec a ea 106, 108 
 Sinking: tund,’ bonds to be) Kepvialiveds oc. o a vaio. Salus oh ealatoncene 110 
 Sinking fund, default in payment of any sum for.................. 82 
 Sinking funds of underlying issues, canceled bonds........... eueeEe 
 South Yuba Water Co. consolidated mortgage...............cce00- 13 
 South Yuba Water Co. consolidated mortgage, refunding of........ 48 
 South: Yuba Water.Co, covenants as: tO. <0) 0 ts ee ae ees 65, 68, 69 
 south Yuba Water )Co. general Mortgage . oi .). 5 ie disc os sible eee alee os 12 
 South Yuba Water Co. general mortgage, refunding of............. 48 
 South Yuba. Water @o,-sSinkine Tung ey ii cc vic gs ents oeclni een eine 12 
 ‘South Yuba Water Co., agreement to purchase stock cannot be re- . 
 POR BOS oe) lair i's aoe Riese WG ue Te ACO Ta called ra Tolenl Ca attr elie anarta Nadle eR ap 100 
 
Page 
 Standard Electric Co. mortgage, refunding of...............ce000- 48 
 Stay or extension law, corporation not to benefit by............... 88 
 SHOCMEOc CONSLILUGILE COMPANIOH 305455 4s oo alacala olay Hcie anieatelers ainsi caters 67 
 Stock subject to lien to be held by Trustee............. cece ee eccee 72 
 Stockholders’ consent to incurring of indebtedness................ 18 
 BCUCRAGIUOLS CLODIUEY OL? WELVOO S. sauce ed sicleaitis whe eiele ale Maes slag vile, s 122 
 Stockholders, ratification of increase of bonded indebtedness...... 19 
 BOM OR SL WV LOT HUT IOP USAR: a 4.0 she ale din ctr ee Clots d-cik ares aitie ls sian erie 6 
 SLOCKLOU: Walter, CO. MOrlteare, TOLUNGINE OL coy desc ese oe ee tetas 48 
 BLOCACLOI CWstLetrOO. SITLKINE LUNG i ec ss cane o haldras slartio Galas atte alenieles Ki 
 
 T 
 
 PESOS CO POUANLL, AA UEO ccisivie ts aiele oo stclnia ase stace eid he albyaraih qrerkigie. en iale save 61 
 MEIEISIOVELY VESICLE Yu nrek a SiG ee ati clare a, 018 alee ic, fis Bea onetne Digi ahecsutaey a ates tie 43 
 PALO AD DOLMLMICN LE OLUTLG Wi. 5 cuca b dies avin d GOAAGe seid ea kine eae ath iels wigs 116 
 ene y(n DENS ALIOU.OLiatiae aie 2's a ate A wale a © & oldie alate ay ale Cate e eigtele oiets 115 
 Trustee, entitled to appointment of Receiver................... 85, 100 
 TUB LOG LOLMr OL Certitucale, cO;DOTNUB. o.tac eis se 2 kee ee caida seks eine wore 30 
 SMT Ee CEE a LICE LEY OU shan is aU Sieve og coe cae Te Lee Mee a reed Te ye iota steed wee 112 
 Trustee may co-operate with Receiver in managing property..... 81 
 
 Trustee 
 Trustee 
 Trustee 
 Trustee 
 Trustee 
 Trustee 
 Trustee 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 Trustee, 
 
 may purchase at foreclosure sale of underlying mortgages 75 
 Hin Vi PULrGuane sLODOLUY. ass cat sla cae hala te tee <i hie ee 92 
 may recover judgment and enforce payment deficiency.... 94 
 WAVE PEGUILE) IT GOLILLG vhs ae are crates ava Sicilia w ela cin ee erenuai cre ies 114 
 Not iaAvlevwion taxes: OT INSUTANCE wae ts ge rslb a Aothaiere ameter hats 114 
 Hotrresponsinie: for Kline MOrvenee ys. vasa tesco eee 113 
 not responsible for recitals or validity of mortgage....... 113 
 POSISTIALIONSOL: TEINOVEL, OF dan das wis wc euelas tf aren sie aa Od ales 115 
 Hear oOnm entry Ini case. Of Gefaultais. caw ss sac slotec eeisitens 78 
 right of entry without declaring principal due........... 99 
 right to apply income from pledged securities........... 80 
 right to continue corporate existence of all companies.. 76 
 Fightvice MOClIATORDIiUCIDAl CuO ncecwias alee Ornate sulci s ee 82 
 right to foreclose underlying mortgages................. 74 
 EIS NE LO NAN ASS! PTODOTUY Wal te cels a ola tevided cin chane eo aha brcye rotate la ee 79 
 right to sell property or to institute suits............... 84 
 right to sell property unnecessary for operation......... 102 
 right to vote stock of companies in default.............. io 
 
Vili 
 
 U Page 
 
 Underlying bonds, redemption Of.................00. viele ss LO, OU, O40 #2 
 Underlying Issues ‘enumerated ci eis te wieieie a Gusteya wiblwlecedere ata calnle 46 
 Underlying mortvages: Closed ius sk eis viduals ale wise alae ley eee 65 
 United Gas (& Blectric Co. MOrteagwe oie wigs Skil wale eis ierelale whee lw wlole aie 8 
 United Gas & Electric Co. mortgage, refunding of................. 48 
 
 United Gas '& Hlettric' Co. sinking fund ie ee Sa Wa eo ee 8 
 
 V 
 
 Valley ‘Counties Power (Co. 'Mmorteagzel cece ee Cesare) siele we uaaiemeite 5 
 Valley Counties Power Co. mortgage, refunding of................ 47 
 Valley Counties Power Co. sinking fund..............0. 0c cece es 5 
 Vesting Mue:in: purchaser Ati Sale ysis 5 eevee ibis! bie vee mia llacy wccleacorenanuns 89 
 Vesting Title /in: NEW VPrastee fee ee ee eae NUN atts adele A ol alee net ae 118 
 Voting of pledgeed iStock slots aie ee lanc sonata renee Ul eel eeaee nies a 73 
 
 Vuba’ Hiectric Power'Ca! morleage nich wipe cig aes wiv Giem ee ela aera 2 
 Yuba Electric Power Co. mortgage, refunding of................. 47,49 
 
» 
 
 rth 1% 
 i +7 
 ath 
 
td > 
 
 ety 
 
 i 
 
 ie) 
 
 oH