California Water Service (CWT) 8-KCreation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Exhibit 10.1

Recording requested by 

and when recorded mail to:

Gibson, Dunn & Crutcher LLP 

2029 Century Park East Suite 4000 

Los Angeles, CA 90067 

Attn: Melissa Barshop

Sixty-Fourth Supplemental Indenture

CALIFORNIA WATER SERVICE COMPANY

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as

Trustee

Dated as of October 22, 2024

TABLE OF CONTENTS

Page

Exhibits

SIXTY-FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 22, 2024, between CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), having its Corporate Trust Office at One California Street, Suite 1000, San Francisco, CA 94111.

RECITALS

WHEREAS, the Company heretofore made, executed and delivered the Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as trustees, dated as of the 1st day of April, 1928, (the “Original Base Indenture”), and the Original Base Indenture has been recorded in the Office of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record hereafter set forth:

WHEREAS, Los Angeles-First National Trust & Savings Bank changed its name to Security-First National Bank of Los Angeles and later to Security First National Bank and later to Security-Pacific National Bank; and

WHEREAS, American Trust Company changed its name to Wells Fargo Bank and Wells Fargo Bank subsequently merged into Wells Fargo Bank, National Association; and

WHEREAS, by instrument entitled “Resignations of Wells Fargo Bank, National Association as Authenticating Trustee and Security Pacific National Bank as trustee and Appointment and Acceptance of Bank of America National Trust and Savings Association as Authenticating Trustee under Mortgage of Chattels and Trust Indenture dated as of April 1, 1928 as Supplemented, Amended and Modified from California Water Service Company” dated as of August 1, 1983, recorded in the offices of the Recorders of those counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT B, which is annexed hereto and hereby made a part hereof, (a) Wells Fargo Bank, National Association, resigned as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (b) the Company appointed Bank of America National Trust and Savings Association as successor authenticating trustee to Wells Fargo Bank, National Association, effective August 1, 1983, (c) Bank of America National Trust and Savings Association accepted such appointment as authenticating trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (d) Security Pacific National Bank resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, effective August 1, 1983, (e) the Company appointed no successor trustee to said Security Pacific National Bank, (f) Bank of America National Trust and Savings Association as of August 1, 1983 became fully vested with all the estates, properties, rights powers trusts, duties and obligations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees under the Original Base Indenture, as theretofore supplemented, amended and modified by the First through Thirty-First Supplemental Indentures, with like effect as if originally named as trustee therein, (g) Bank of America National Trust and Savings Association resigned as trustee under the Original Base Indenture, as theretofore supplemented, amended and modified by First through Thirty-First Supplemental Indentures, effective December 15, 1995, (h) the Company appointed, with the concurrence of a majority of the Holders, First Trust, a subsidiary of First Trust Bank System of Minneapolis, as successor trustee to Bank of America National Trust and Savings Association, effective December 15, 1995, (i) First Trust, a subsidiary of First Trust Bank System of Minneapolis, accepted such appointment as trustee under the Original Base Indenture, as supplemented, amended and modified by the First through Thirty-eighth Supplemental Indentures, (j) First Trust Bank System of Minneapolis merged with U. S. Bank Trust National Association, effective August 1, 1997; as a result of said merger, the corporate name became U. S. Bank Trust National Association, effective March 30, 1998, (k) effective January 10, 2002, U. S. Bank Trust National Association merged into U.S. Bank National Association and (l) U.S. Bank National Association became the trustee under the Original Base Indenture, as therefore supplemented, amended and modified by the First through Sixty-third Supplemental Indentures referred to below; and

WHEREAS, the Company has heretofore made, executed and delivered sixty-one certain supplemental indentures supplemental to said Original Base Indenture, one such supplemental indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as trustees, dated January 3, 1929, hereinafter sometimes called the “First Supplemental Indenture;” twelve such supplemental indentures from said California Water Service Company to American Trust Company and Security-First National Bank of Los Angeles, as trustees, dated and hereinafter sometimes called, respectively, as follows:

four supplemental indentures from California Water Service Company to Wells Fargo Bank and Security First National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:

fourteen supplemental indentures from California Water Service Company to Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, dated and hereinafter sometimes called, respectively, as follows:

seven supplemental indentures from California Water Service Company to Bank of America National Trust and Savings Association, as trustee, dated and hereinafter sometimes called, respectively, as follows:

and twenty-five supplemental indentures from California Water Service Company to U.S. Bank National Association, as trustee, dated and hereinafter sometimes called, respectively, as follows:

WHEREAS, the First through Sixty-third Supplemental Indentures (or memoranda thereof) have been recorded in the offices of the Recorders of those counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers set forth in EXHIBIT C, which is annexed hereto and hereby made a part hereof; and

WHEREAS, the Original Base Indenture as amended, supplemented and modified by the Thirty-ninth Supplemental Indenture between the Company and the Trustee (as successor to U.S. Bank National Association, as trustee) dated as of April 17, 2009 (as modified by the Fifty-ninth Supplemental Indenture between the Company and the Trustee (as successor to U.S. Bank National Association, as trustee) dated as of October 13, 2015, the “Thirty-ninth Supplemental Indenture”), and as subsequently amended, supplemented and modified, is hereafter called the “Base Indenture.”

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

SECTION 1.01. Definitions.

Each term used herein has the meaning assigned to such term in the Base Indenture unless otherwise specifically defined herein, in which case the definition set forth herein shall govern the Bonds issued under this Supplemental Indenture. The following terms, as used herein, have the following meanings:

“Called Principal” means, with respect to any Bond, the principal amount of such Bond that is to be redeemed pursuant to Article III of this Supplemental Indenture.

“Closing Date” means May 11, 2021.

“Corporate Trust Office” means the office of the Trustee specified in the initial paragraph of this Supplemental Indenture or any other office specified by the Trustee from time to time pursuant to the provisions of the Base Indenture.

“Discounted Value” means, with respect to the Called Principal of any Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Bonds is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Fitch” means Fitch Ratings, Inc. and any successor to its rating agency business.

“Make-Whole Amount” means, with respect to any Bond of the Series 2 Bonds, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. The Company shall calculate the Make-Whole Amount and the Trustee shall have no duty to calculate or verify the Company’s calculations of the Make-Whole Amount.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Reinvestment Yield” means, with respect to the Called Principal of any Bond, 0.50% over the yield to maturity implied by (i) the yields reported as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on the run U.S. Treasury securities having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date, or (ii) if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for U.S. Treasury securities having a constant maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date. In the case of each determination under clause (i) or clause (ii), as the case may be, of the preceding sentence, such implied yield will be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between (1) the applicable U.S. Treasury security with the maturity closest to and greater than such Remaining Average Life and (2) the applicable U.S. Treasury security with the maturity closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond.

“Remaining Average Life” means, with respect to any Called Principal, the number of years (calculated to the nearest one-twelfth year) obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years (computed on the basis of a 360-day year composed of twelve 30-day months and calculated to two decimal places) that will elapse between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Series 2 Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no redemption of such Called Principal were made prior to the Series 2 Bonds Maturity Date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Series 2 Bonds, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 3.01 of this Supplemental Indenture.

“Series 2 Bonds” means the $125,000,000 aggregate principal amount of 5.22% First Mortgage Bonds due 2054, Series 2.

“Settlement Date” means, with respect to the Called Principal of any Bond, the date on which such Called Principal is to be redeemed pursuant to Section 3.01.

“SVO” means the Securities Valuation Office of the National Association of Insurance Commissioners.

“S&P” means Standard & Poor’s Rating Services and any successor to its rating agency business.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of the Base Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder.

ARTICLE II
CERTAIN TERMS AND ISSUANCE OF THE BONDS

SECTION 2.01. Designation of Bonds.

The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Series 2 Bonds and shall not apply to any other Bonds that have been or may be issued under the Base Indenture unless a supplemental indenture with respect to such other Bonds specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby designated a series of Bonds under the Base Indenture entitled “5.22% First Mortgage Bonds due 2054, Series 2.”

SECTION 2.02. Aggregate Principal Amount.

The aggregate principal amount of the Series 2 Bonds which may be outstanding under the terms of this Supplemental Indenture after the date hereof is $125,000,000, except for Series 2 Bonds authenticated and delivered in accordance with Sections 2.15, 2.16, 2.18, 4.07 and 12.06 of the Base Indenture.

SECTION 2.03. [Reserved].

SECTION 2.04. Form; Payment of Interest and Principal on Series 2 Bonds.

(a)            General. Without limiting the foregoing provisions of this Article II, the Series 2 Bonds shall be issued as Definitive Bonds substantially in the form set forth in EXHIBIT A hereto. The Series 2 Bonds will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. To the extent that any provision of the Definitive Bonds representing the Series 2 Bonds conflicts with the express provisions of this Supplemental Indenture or the Base Indenture, this Supplemental Indenture or the Base Indenture shall govern and be controlling.

(b)            Payment of Interest and Principal on Bonds. The Series 2 Bonds will mature on October 22, 2054 (the “Series 2 Bonds Maturity Date”) and will bear interest at the rate of 5.22% per annum. Interest on the Series 2 Bonds will be payable quarterly in arrears on 22^nd day of each January, April, July and October of each year to the Holders thereof at the close of business on the immediately preceding January 7, April 7, July 7 or October 7 of each year, commencing on January 22, 2025. Interest on the Series 2 Bonds will accrue from the most recent date to which interest has been paid, or if no interest has been paid, from the Closing Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal of, interest on and premium on, if any, the Series 2 Bonds will be payable in U.S. dollars or in such other currency of the United States that at the time of payment is legal tender for the payment of public and private debts.

ARTICLE III
REDEMPTION, SINKING FUND

SECTION 3.01. Redemption.

Commencing on the date that is six months prior to the Series 2 Bonds Maturity Date (the “Series 2 Par Redemption Date”), the Series 2 Bonds are redeemable at the option of the Company, at any time and from time to time, either in whole or in part, at a redemption price equal to 100% of the principal amount of the Called Principal, plus accrued and unpaid interest on the Called Principal being redeemed to (but not including) the Settlement Date. Prior to the Series 2 Par Redemption Date, the Series 2 Bonds shall be redeemable, at the option of the Company, at any time and from time to time, either in whole or in part, at a redemption price equal to 100% of the Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date. Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series 2 Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series 2 Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture. Any redemption of Series 2 Bonds pursuant to this Article III shall be made in accordance with Article IV of the Base Indenture.

SECTION 3.02. Sinking Fund.

None of the Series 2 Bonds shall be subject to any sinking fund.

ARTICLE IV
MISCELLANEOUS

section 4.01. Notice.

Any notice or communication in respect of the Series 2 Bonds shall be made in accordance with Section 15.05 of the Base Indenture.

Notwithstanding the foregoing, all notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided by DocuSign or Adobe Sign (or such other digital signature provider as specified in writing to the Trustee by the authorized representative)), in English. The Company agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 4.02. Amendment and Supplement.

This Supplemental Indenture or the Series 2 Bonds may be amended or supplemented as provided for in the Base Indenture.

Section 4.03. Conflicts.

In the event of any conflict between this Supplemental Indenture and the Base Indenture, the provisions of this Supplemental Indenture shall prevail.

Section 4.04. Governing Law.

This Supplemental Indenture and the Series 2 Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.

Section 4.05. Counterparts.

The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.

Section 4.06. Ratification.

The Base Indenture, as supplemented by this Supplemental Indenture, shall remain in full force and effect and is in all respects ratified and confirmed.

Section 4.07. Severability.

If any one or more of the covenants or agreements provided in this Supplemental Indenture or the Series 2 Bonds on the part of the Company or the Trustee, or either of them, to be performed should be contrary to any express provision of law, or contrary to the policy of express law, to such an extent as to be unenforceable in any court of competent jurisdiction, then such covenant or covenants, agreement or agreements shall be null and void and shall be deemed separable from the remaining covenants and agreements and shall in nowise affect the validity of this Supplemental Indenture or the Series 2 Bonds.

SECTION 4.08. Trustee and Supplemental Indenture.

The Trustee makes no representations and shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, or the validity or sufficiency of this Supplemental Indenture or the Bonds issued hereunder, other than its certificate of authentication thereon.

SECTION 4.09. WAIVER OF JURY TRIAL.

EACH OF THE COMPANY, THE TRUSTEE AND, BY ACCEPTING A BOND ISSUED UNDER THIS SUPPLEMENTAL INDENTURE, EACH HOLDER THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE SERIES 2 BONDS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

ARTICLE V
INFORMATION AS TO COMPANY

The Company covenants and agrees to file with the Trustee (and give notice of filing with the SEC by email to any Holder of Series 2 Bonds who requests email notice of filing) as soon as available and in any event within 10 calendar days after Parent is required to file the same with the SEC or any successor agency or any securities exchange, a copy of each of Parent’s reports on Form 10-K and Form 10-Q, which will include the information required by Rule 3-10(c)(4) of Regulation S-X (17 CFR 210.3-10(4)) or any successor provision, Form 8-K, and each other regular or periodic report and any notice, proxy statement, registration statement, prospectus or written communication (other than transmittal letters), as filed with the SEC or any successor agency or any securities exchange; if Parent ceases to be a reporting company under either Section 13(a) or 15(d) of the Exchange Act (a “1934 Act Reporting Company”), so long as such Holders have provided to the Company appropriate delivery instructions a reasonable amount of time prior to the applicable delivery date (which instructions will include any information provided by Holders pursuant to the Bond Purchase Agreement dated as of October 22, 2024 (the “Bond Purchase Agreement”) executed in connection with the issuance of the Series 2 Bonds), the Company covenants and agrees to deliver to the Holders of the Series 2 Bonds either (i) annual and quarterly reports of Parent comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies within 10 calendar days after a 1934 Act Reporting Company would be required to file such reports with the SEC which shall contain annual audited and quarterly unaudited financial statements of Parent comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies or (ii) annual audited and quarterly unaudited financial statements of Company comparable in form and scope to those filed on Forms 10-K and 10-Q by 1934 Act Reporting Companies within 10 calendar days after a 1934 Act Reporting Company would be required to file such reports with the SEC. All Parent financial statements delivered by the Company pursuant to this Article V shall include a condensed consolidating balance sheet and condensed consolidating statements of income and cash flows of Parent that include a column that sets forth the assets and liabilities, and results, of the Company as of the applicable date and for the applicable period; provided that, so long as in compliance with applicable law, (i) such annual condensed consolidating balance sheet, condensed consolidating statements of income and cash flows and column will be substantially consistent in form with those set forth in the Parent’s Form 10-K for the fiscal year ended December 31, 2023 and (ii) such quarterly condensed consolidating balance sheet, condensed consolidating statements of income and cash flows and column will be substantially consistent in form with those set forth in the Parent’s Form 10-Q for the fiscal quarter ended March 31, 2023, June 30, 2023 or September 30, 2023, as may correspond to such applicable quarterly period.

ARTICLE VI
MAINTENANCE OF CREDIT RATING

The Company shall, at all times during which the SVO refuses to accept the financial statements of Parent as sufficient for rating the transaction, maintain a credit rating (but not any specific rating) of the Series 2 Bonds with at least one of S&P, Moody’s or Fitch; provided that in lieu of maintaining any such credit rating, the Company shall have the option, in its sole discretion, of providing a guarantee by Parent of the obligations in respect of the Series 2 Bonds, in form and substance consistent with the form of Parent Guarantee executed in connection with the 5.50% First Mortgage Bonds due 2040, Series PPP, issued under the Fifty-eighth Supplemental Indenture dated as of November 22, 2010. Evidence of such credit rating shall (a) set forth the credit rating for the Series 2 Bonds, (b) refer to the Private Placement Number issued by Standard & Poor’s CUSIP Bureau Service in respect of the Series 2 Bonds, (c) state that the credit rating addresses the likelihood of payment of both the principal and interest of the Series 2 Bonds, (d) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Series 2 Bonds, and (f) include such other information relating to the credit rating for the Series 2 Bonds as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the Holders. At any time that the Company obtains a credit rating pursuant to this clause (b), the Company shall provide to each holder of Bonds evidence of such credit rating in accordance with the notice information provided to the Company pursuant to the Bond Purchase Agreement.

[Signature Pages Follow]

SIGNATURES

IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

SIGNATURE PAGE TO SIXTY-FOURTH SUPPLEMENTAL INDENTURE

ACKNOWLEDGMENT

On October 17, 2024 before me, Isin Gallmann, a Notary Public, personally appeared James P. Lynch, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

ACKNOWLEDGMENT

On October 16, 2024 before me, Bryant LaMount Cavers, a Notary Public, personally appeared David Jason, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

EXHIBIT A

FORM OF SERIES 2 BOND

THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION THEREFROM UNDER THE ACT, THE RULES AND REGULATIONS THEREUNDER AND APPLICABLE STATE LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE INDENTURE DATED AS OF APRIL 1, 1928 BETWEEN CALIFORNIA WATER SERVICE COMPANY AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (AS SUCCESSOR TO U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE), AS TRUSTEE, AS SUCH INDENTURE MAY BE AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME.

CALIFORNIA WATER SERVICE COMPANY

5.22% First Mortgage Bonds due 2054, Series 2

Private Placement No. 130789 #C4

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay to [●], or its registered assigns, the principal sum of $[●] in U.S. DOLLARS on October 22, 2054.

Interest Payment Dates:     January 22, April 22, July 22 and October 22, commencing on January 22, 2025

Record Dates:     January 7, April 7, July 7 or October 7

Additional provisions of this Series 2 Bond are set forth on the other side of this Series 2 Bond.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

[Authentication Page to Follow]

CERTIFICATE OF AUTHENTICATION

This is one of the Bonds of the series designated therein referred to in the within-mentioned Indenture.

[FORM OF REVERSE SIDE OF SERIES 2 BOND]

5.22% First Mortgage Bonds due 2054, Series 2

CALIFORNIA WATER SERVICE COMPANY, a California corporation (the “Company”), promises to pay interest on the principal amount of this Series 2 Bond at the rate per annum shown above.

The Company shall pay interest quarterly in arrears on January 22, April 22, July 22 and October 22 of each year, commencing on January 22, 2025. Interest on the Series 2 Bonds will accrue from the most recent date to which interest has been paid with respect to the Series 2 Bonds, or, if no interest has been paid, from October 22, 2024. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Company shall pay interest on the Series 2 Bonds to the Persons who are registered Holders of Series 2 Bonds at the close of business on the January 7, April 7, July 7 or October 7 immediately preceding the Interest Payment Date even if Series 2 Bonds are canceled after the Regular Record Date or Special Record Date, as applicable, and on or before the Interest Payment Date. The Company shall pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, all payments in respect of this Series 2 Bond (including principal, premium, if any, and interest) must be made by wire transfer of immediately available funds to the accounts specified by the Holder hereof. Notwithstanding anything to the contrary set forth in the Base Indenture or the Supplemental Indenture, payment shall be without the presentation or surrender of the Series 2 Bonds or the making of any notation thereon, except that upon written request of the Company or Trustee made concurrently with or reasonably promptly after payment in full of any Series 2 Bond, the Holder thereof shall surrender such Series 2 Bond for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or to the Trustee at its principal corporate trust office.

Initially, U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) shall act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent or Registrar without notice to the Holders. The Company may act as Paying Agent or Registrar.

The Company issued the Series 2 Bonds under an Indenture from California Water Service Company to American Trust Company and Los Angeles-First National Trust & Savings Bank, as Trustees, dated as of the 1st day of April, 1928 (the “Original Base Indenture”; the Original Base Indenture as amended and modified by the Thirty-ninth Supplemental Indenture, and as subsequently amended, supplemented and modified, the “Base Indenture”), as further supplemented by the Sixty-fourth Supplemental Indenture dated as of October 22, 2024, between the Company and U.S. Bank Trust Company, National Association (as ultimate successor to American Trust Company and Los Angeles-First National Trust & Savings Bank), as Trustee (as subsequently amended, supplemented and modified, the “Supplemental Indenture”). The terms of the Series 2 Bonds include those stated in the Base Indenture and the Supplemental Indenture and those made part of the Base Indenture and the Supplemental Indenture by reference to the TIA. Terms defined in the Base Indenture and the Supplemental Indenture and not defined herein have the meanings ascribed thereto in the Base Indenture and Supplemental Indenture. The Series 2 Bonds are subject to all such terms, and Holders are referred to the Base Indenture, the Supplemental Indenture and the TIA for a statement of those terms.

The Series 2 Bonds are secured obligations of the Company known generally as First Mortgage Bonds.

Commencing on the Series 2 Par Redemption Date, the Series 2 Bonds are redeemable at the option of the Company, at any time and from time to time, either in whole or in part, at a redemption price equal to 100% of the principal amount of the Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date. Prior to the Series 2 Par Redemption Date, the Series 2 Bonds shall be redeemable, at the option of the Company, at any time and from time to time, either in whole or in part, at a redemption price equal to 100% of the Called Principal, plus the Make-Whole Amount determined for the Settlement Date with respect to such Called Principal, plus accrued and unpaid interest on the Called Principal to (but not including) the Settlement Date. Notwithstanding the foregoing, to the extent that any Settlement Date falls between a Regular Record Date and an Interest Payment Date, interest on the Series 2 Bonds that are due and payable on such Interest Payment Date will be payable to the Holders of such Series 2 Bonds registered as such at the close of business on the relevant Regular Record Date according to their terms and the terms and provisions of the Base Indenture. Any redemption of Series 2 Bonds pursuant to Article III of the Supplemental Indenture shall be made in accordance with Article IV of the Base Indenture.

The Series 2 Bonds shall not be subject to any sinking fund.

The Series 2 Bonds are in registered form without coupons in minimum denominations of $1,000 and whole integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange Series 2 Bonds in accordance with the Base Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate transfer documents and to pay any taxes required by law or permitted by the Base Indenture. The Registrar shall not be required to register the transfer of or to exchange a Series 2 Bond between a Regular Record Date and the next succeeding Interest Payment Date.

The registered Holder of this Series 2 Bond may be treated as the owner of it for all purposes.

If money for the payment of principal or interest remains unclaimed, the Paying Agent shall pay the money back to the Company in accordance with the terms of the Base Indenture.

Subject to certain conditions set forth in the Base Indenture, the Company at any time may terminate some or all of its obligations under the Base Indenture and the Supplemental Indenture with respect to the Series 2 Bonds if, among other things, the Company deposits with the Trustee funds for the payment of principal and interest on the Series 2 Bonds to Maturity, as the case may be.

The Base Indenture permits, subject to certain exceptions set forth therein, that the Base Indenture and the terms of the Bonds of a series, which include the Series 2 Bonds, and the rights of the Holders of the Bonds of a series, which may include the Holders of the Series 2 Bonds, in each case may be modified, with the written consent of the Holders of a majority in aggregate principal amount of the Bonds the terms of which or the rights of the Holders of which are to be modified. The Base Indenture also permits certain other amendments, modifications or waivers thereof only with the consent of each Outstanding Bond affected thereby, while certain other amendments or modifications may be made without the consent of any Holders of Bonds.

The Base Indenture also provides the Holders of sixty-six and two-thirds percent (66-2/3%) or more of principal amount of the Bonds then Outstanding of all such series under which an Event of Default shall have occurred, which may include the Series 2 Bonds, may, by a written instrument or instruments signed by such Holders and delivered to the Trustee and to the Company, waive any past Default or Event of Default under such series of Bonds and its consequences except an Event of Default in the payment of the principal of, premium, if any, or interest on any of the Bonds as and when the same shall become due by the terms of such Bonds, and upon such waiver such Default or Event of Default shall be deemed not to exist for any purpose of the Base Indenture or such series of Bonds.

Any such consent or waiver by the Holder of this Series 2 Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Series 2 Bond and of any Series 2 Bond issued in lieu of or exchange, in respect of anything done, omitted or suffered by the Trustee in pursuance thereof.

Events of Default are set forth in the Base Indenture. If an Event of Default shall have occurred and be continuing, the Trustee upon the direction of Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds or the Holders of not less than twenty-five percent (25%) aggregate principal amount of the Outstanding Bonds, may, by notice in writing delivered to the Company (and to the Trustee if given by the Holders), declare the entire principal amount of Outstanding Bonds, premium, if any, and the interest accrued thereon immediately due and payable, and said entire principal, premium, if any, and interest shall thereupon become and be immediately due and payable.

Holders may not enforce the Base Indenture, the Supplemental Indenture or the Series 2 Bonds except as provided in the Base Indenture. The Trustee may refuse to enforce the Base Indenture, the Supplemental Indenture or the Series 2 Bonds unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Bonds may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default (except a Default in payment of principal or interest on any Bond, or in the payment of any sinking fund installment) if and so long as Responsible Officers in good faith determine that withholding notice is in the interest of the Holders.

Subject to certain limitations imposed by the TIA, the Trustee, in its individual or any other capacity, may become the owner or pledgee of the Series 2 Bonds and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

No director, officer, employee, incorporator or stockholder of the Company or Parent shall have any liability for any obligations of the Company under the Base Indenture, the Supplemental Indenture or the Series 2 Bonds or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting the Series 2 Bonds waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Series 2 Bonds. Such waiver may not be effective to waive liabilities of directors, officers or persons controlling the Company under the federal securities laws and it is the view of the Commission that such waiver is against public policy and is therefore unenforceable.

The Series 2 Bonds shall be governed by, and construed and enforced in accordance with, the laws of the State of California without regard to the principles of conflicts of laws thereunder, except to the extent that the TIA shall be applicable.

This Series 2 Bond shall not be valid until an authorized signatory of the Trustee (or an Authenticating Agent) manually signs the certificate of authentication on the other side of this Series 2 Bond.

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

The Series 2 Bonds shall be secured to the extent and in the manner provided by the Base Indenture.

The Company shall furnish to any Holder upon written request and without charge to the Holder a copy of the Base Indenture and the Supplemental Indenture. Requests may be made to:

CALIFORNIA WATER SERVICE COMPANY
1720 North First Street
San Jose, CA 95112
Attention: Corporate Secretary

ASSIGNMENT FORM

To assign this Series 2 Bond, fill in the form below:

I or we assign and transfer this Series 2 Bond to

_________________________________________
(Print or type assignee’s name, address and zip code)

_________________________________________
(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint ___________________ agent to transfer this Series 2 Bond on the books of the Company. The agent may substitute another to act for him.

Date: ________________ Your Signature: _____________________

________________________________________________________________
Sign exactly as your name appears on the other side of this Series 2 Bond.

EXHIBIT B

The resignations of Wells Fargo Bank, National Association and Security Pacific National Bank, as trustees, and the acceptance of Bank of America National Trust and Savings Association as successor trustee have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:

On December 15, 1995, Bank of America National Trust and Savings Association, transferred substantially all of its corporate trust business to First Trust of California, National Association. On March 30, 1998, First Trust of California, National Association changed its name to U.S. Bank Trust National Association, San Francisco. On January 10, 2002, U.S. Bank Trust National Association, San Francisco, merged with and into U.S. Bank National Association as successor trustee. Evidence of the above and U.S. Bank National Association's status as successor trustee have been recorded in the offices of the Recorders of the following counties of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth as follows:

EXHIBIT C

The First through Sixty-third Supplemental Indentures (or memoranda thereof) have been recorded in the offices of the Recorders of the following counties and city and county of the State of California on the respective dates and in the respective books of record and/or as the respective document numbers hereinafter set forth, as follows:

First Supplemental Indenture

Second Supplemental Indenture

Third Supplemental Indenture

Fourth Supplemental Indenture

Fifth Supplemental Indenture

Sixth Supplemental Indenture

Seventh Supplemental Indenture

Eighth Supplemental Indenture

Ninth Supplemental Indenture

Tenth Supplemental Indenture

Eleventh Supplemental Indenture

Twelfth Supplemental Indenture

Thirteenth Supplemental Indenture

Fourteenth Supplemental Indenture

Fifteenth Supplemental Indenture

Sixteenth Supplemental Indenture

Seventeenth Supplemental Indenture

Eighteenth Supplemental Indenture

Nineteenth Supplemental Indenture

Twentieth Supplemental Indenture

Twenty-first Supplemental Indenture

Twenty-second Supplemental Indenture

Twenty-third Supplemental Indenture

Twenty-fourth Supplemental Indenture

Twenty-fifth Supplemental Indenture

Twenty-sixth Supplemental Indenture

Twenty-seventh Supplemental Indenture

Twenty-eighth Supplemental Indenture

Twenty-ninth Supplemental Indenture

Thirtieth Supplemental Indenture

Thirty-first Supplemental Indenture

Thirty-second Supplemental Indenture

Thirty-third Supplemental Indenture

Thirty-fourth Supplemental Indenture

Thirty-fifth Supplemental Indenture

Thirty-sixth Supplemental Indenture

Thirty-seventh Supplemental Indenture

Thirty-eighth Supplemental Indenture

Memorandum of Indenture referencing the First through Thirty-eighth Supplemental Indentures

Thirty-ninth Supplemental Indenture

Fortieth Supplemental Indenture

Forty-first Supplemental Indenture

Forty-second Supplemental Indenture

Forty-third Supplemental Indenture

Forty-fourth Supplemental Indenture

Forty-fifth Supplemental Indenture

Forty-sixth Supplemental Indenture

Forty-seventh Supplemental Indenture

Forty-eighth Supplemental Indenture

Forty-ninth Supplemental Indenture

Fiftieth Supplemental Indenture

Fifty-first Supplemental Indenture

Fifty-second Supplemental Indenture

Fifty-third Supplemental Indenture

Fifty-fourth Supplemental Indenture

Fifty-fifth Supplemental Indenture

Fifty-sixth Supplemental Indenture