California Water Service Company. A. The parties recognize that the California Water Service Company is an investor- owned utility company and, as such, has no claim to co-grantee status under the Act, which specifically bars private parties from receiving for resale any water produced by the Hetch Hetchy portion of the Regional Water System. Accordingly, the following provisions shall apply to the California Water Service Company, notwithstanding anything to the contrary elsewhere in this Agreement.
California Water Service Company. 5.29% Series H Senior Note Due December 1, 2022 PPN: 130789 N* 7 No. December ___, 2002 $ California Water Service Company, a California corporation (the "Company"), for value received, hereby promises to pay to or registered assigns on the first day of December, 2022, the principal amount of DOLLARS ($____________) and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on the principal amount from time to time remaining unpaid hereon at the rate of 5.29% per annum from the date hereof until maturity, payable semiannually on the first day of each June and December in each year (commencing on the first of such dates after the date hereof) and at maturity. The Company agrees to pay interest on overdue principal (including any overdue required or optional prepayment of principal) and premium, if any, and (to the extent legally enforceable) on any overdue installment of interest, at the rate of 7.29% per annum after the due date, whether by acceleration or otherwise, until paid. Both the principal hereof and interest hereon are payable at the principal office of the Company in San Jose, California in coin or currency of the United States of America which at the time of payment shall be legal tender for the payment of public and private debts. This Note is one of a series of Notes (the "Notes") issued pursuant to the Sixth Supplement (the "Sixth Supplement") to the Note Agreement dated as of March 1, 1999 (as from time to time amended and supplemented, the "Note Agreement"), between the Company, the EXHIBIT 1 (to Supplement) Purchasers named therein and Additional Purchasers of Notes from time to time issued pursuant to any Supplement to the Note Agreement. This Note and the holder hereof are entitled equally and ratably with the holders of all other Notes of all Series from time to time outstanding under the Note Agreement to all the benefits provided for thereby or referred to therein. Each holder of this Note will be deemed, by its acceptance hereof, to have made the representation set forth in Section 3.2 of the Note Agreement, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. This Note and the other Notes outstanding under the Note Agreement may be declared due prior to their expressed...
California Water Service Company. By ---------------------------------------------------------- Name: ------------------------------------------------------- Title: -------------------------------------------------------- BANK OF AMERICA, N.A., as Administrative Agent By ---------------------------------------------------------- Name: ------------------------------------------------------- Title: -------------------------------------------------------- BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender By ---------------------------------------------------------- Name: ------------------------------------------------------- Title: -------------------------------------------------------- XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender By ---------------------------------------------------------- Name: ------------------------------------------------------- Title: -------------------------------------------------------- SCHEDULE 1.01 EXISTING LETTERS OF CREDIT Letter of Credit dated June 27, 2001 from Bank of America (#00000000) for $5,047,277.00. Beneficiary is State of California, Department of Industrial Relations. The L/C supports California Water Service Company's self-insured Workers Compensation program. SCHEDULE 2.01
California Water Service Company. By ---------------------------------------------------------- Name: Xxxxxx X. Xxxxxx (000) 000-0000 Title: Vice President, CFO & Treasurer EXHIBIT B FORM OF swing line loan NOTICE Date: ___________, _____ To: Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of July 31, 2001 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement"); the terms defined therein being used herein as therein defined), among California Water Service Company, a California corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned hereby requests a Swing Line Loan:
California Water Service Company. By ---------------------------------------------------------- Name: Xxxxxx X. Xxxxxx (000) 000-0000 Title: Vice President, CFO & Treasurer EXHIBIT C-1 FORM OF COMMITTED LOAN NOTE $ ---------------------------------- ----------------------- FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to the order of _____________________________ (the "Lender"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of __________________Dollars ($____________), or such lesser principal amount of Committed Loans (as defined in such Credit Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain Credit Agreement, dated as of ________________________, _______ (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid principal amount of each Committed Loan from the date of such Committed Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Committed Loan Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Committed Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note...
