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EXHIBIT 4.1

Sempra Energy

OFFICERS’ CERTIFICATE

(Pursuant to Sections 201 and 301 of the Indenture)

October 8, 2009

The undersigned, Charles A. McMonagle, Senior Vice President and Treasurer of Sempra Energy, and Randall L. Clark, Secretary of Sempra Energy, a California corporation (the “ Company ”), hereby certify as follows:

The undersigned, having read the appropriate provisions of the Indenture dated as of February 23, 2000 (the “ Indenture ”) between the Company and U.S. Bank National Association, as successor Trustee to U.S. Bank Trust National Association (the “ Trustee ”), including Sections 201, 301 and 303 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not the conditions set forth in the Indenture relating to the establishment of the terms of the offering of $750,000,000 of the Company’s 6.00% Notes due 2039 (the “ Notes ”) and the form of certificate evidencing the Notes have been complied with, and whether the conditions in the Indenture relating to the authentication and delivery by the Trustee of the Notes have been complied with, certify that (1) the terms of the Notes were established by the undersigned pursuant to authority delegated to them by resolutions duly adopted by the Board of Directors of the Company on September 9, 2008 (the “ Resolutions ”) and such terms are as set forth in Annex I hereto, (2) the form of certificate evidencing the Notes was established by the undersigned pursuant to authority delegated to them by the Resolutions and shall be in substantially the form attached as Annex II hereto, (3) a true, complete and correct copy of the Resolutions, which were duly adopted by the Board of Directors of the Company and are in full force and effect on the date hereof, are attached as an exhibit to the Certificate of the Secretary of the Company of even date herewith, and (4) the form and terms of the Notes have been established pursuant to Sections 201 and 301 of the Indenture and comply with the Indenture and, in the opinion of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections 201, 301 and 303 of the Indenture) relating to the establishment of the terms of the Notes and the form of certificate evidencing the Notes, and relating to the execution, authentication and delivery of the Notes, have been complied with.

This certificate may be executed by the parties hereto in counterparts, each of which when so executed shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were on the same instrument, but all such counterparts shall together constitute but one and the same instrument.

(Signature Page Follows)

 

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IN WITNESS WHEREOF, we have hereunto set our hands as of the date first written above.

 

 

/s/ Charles A. McMonagle

 

Charles A. McMonagle

Senior Vice President and Treasurer

 

 

/s/ Randall L. Clark

 

Randall L. Clark

Secretary

 

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ANNEX I

Capitalized terms used in this Annex I and not otherwise defined herein have the same definitions as in the Indenture referred to in the Officers’ Certificate of which this Annex I constitutes a part.

(1) The securities of the series established hereby (the “ Securities ”) shall be known and designated as the “6.00% Notes due 2039.”

(2) The aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited to $750,000,000 of the Company’s 6.00% Notes due 2039, except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the same series pursuant to Sections 304, 305, 306, 906 or 1106 of the Indenture and except for any Securities which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. However, such series may be re-opened by the Company for the issuance of additional Securities of such series, so long as any such additional Securities (i) have the same form and terms (other than date of issuance and the date from which interest thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Securities of such series theretofore issued and (ii) shall form a single series with the Securities of such series theretofore issued provided that such additional Securities are fungible with the Securities of such series theretofore issued for United States Federal income tax purposes; provided, however, that, notwithstanding the foregoing, a series may not be re-opened if the Company has effected defeasance with respect to the Securities of such series pursuant to Section 1302 of the Indenture or has effected satisfaction and discharge with respect to the Securities of such series pursuant to Section 401 of the Indenture.

(3) The Securities are to be issuable only as registered securities without coupons. The Securities shall be issued in book-entry form and represented by one or more global Securities (the “ Global Securities ”), the initial depositary (the “ Depositary ”) for the Global Securities shall be The Depository Trust Company and the depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the Global Securities from time to time. Notwithstanding the foregoing, certificated Securities in definitive form may be issued in exchange for Global Securities under the circumstances contemplated by Section 305 of the Indenture.

(4) The Securities shall be sold by the Company to the several underwriters (the “ Underwriters ”) named in Schedule I to the Underwriting Agreement dated October 5, 2009 between the Company and the Underwriters (the “ Underwriting Agreement ”), at a price equal to 98.284% of the principal amount of the 6.00% Notes due 2039 and the initial price to the public of the Securities of such series shall be 99.159% of the principal amount of the 6.00% Notes due 2


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