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.
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/s/ Charles A.
McMonagle
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Charles A. McMonagle
Senior Vice President and
Treasurer
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/s/ Randall L.
Clark
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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