EDISON INTERNATIONAL
UNDERWRITING AGREEMENT
DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Ladies and Gentlemen:
Edison International, a California corporation (the "Company"),
proposes to sell to the underwriters named in Schedule II hereto (the
"Underwriters") for whom you are acting as representatives (the
"Representatives"), the principal amount of its securities identified in
Schedule I hereto (the "Securities"). The Securities will be issued under an
indenture, dated as of September 28, 1999, as amended and supplemented (the
"Indenture"), between the Company and The Bank of New York, as successor to
Harris Trust and Savings Bank (the "Trustee"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in Schedule I hereto,
then the terms "Underwriters" and "Representatives," as used herein, shall each
be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter that, as of the date of the Preliminary
Final Prospectus (as defined below), the date hereof, the date the Final
Prospectus (as defined below) is filed with the Commission, and the Closing
Date:
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has prepared and filed
with the Securities and Exchange Commission (the "Commission") a
registration statement on such Form (the file numbers of which are set
forth in Schedule I hereto), which has become effective, for the
registration under the Act of the offer and sale of securities
including the Securities. Such registration statement, as amended at
the date of this Agreement, meets the requirements set forth in Rule
415(a)(1)(x) under the Act and complies in all other material respects
with said Rule. The Company proposes to file with the Commission
pursuant to Rule 424(b) under the Act an amendment and supplement to
the form of prospectus included in such registration statement relating
to the Securities and the plan of distribution thereof and has
previously advised you of all further information (financial and other)
with respect to the Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended at the date of
this Agreement, together are hereinafter called the "Registration
Statement"; such prospectus in the form in which it appears in the
Registration Statement is hereinafter called the "Basic Prospectus";
and such supplemented form of prospectus, in the form in which it shall
be filed with the Commission pursuant to Rule 424(b) (including the
Basic Prospectus as so amended and supplemented) is hereinafter called
the "Final Prospectus." Any preliminary form of the Final Prospectus
which has heretofore been filed pursuant to Rule 424(b) is hereinafter
called the "Preliminary Final Prospectus." Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange Act
of 1934 (the "Exchange Act") on or before the date of this
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Agreement, or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with
respect to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under the Exchange Act
after the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
as the case may be, deemed to be incorporated therein by reference.
(b) As of the date hereof, on the date of the Preliminary
Final Prospectus, when the Final Prospectus is first filed pursuant to
Rule 424(b) under the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to the
Final Prospectus is filed with the Commission and at the Closing Date,
(i) the Registration Statement, as amended as of any such time, and the
Final Prospectus, as amended or supplemented as of any such time, and
the Indenture will comply in all material respects with the applicable
requirements of the Act, the Trust Indenture Act of 1939 (the "Trust
Indenture Act") and the Exchange Act and the respective rules
thereunder and (ii) neither the Registration Statement, as amended as
of any such time, nor the Final Prospectus, as amended or supplemented
as of any such time, will contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading;
provided, however, that the Company makes no representations or
warranties as to (x) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form
T-1) under the Trust Indenture Act of the Trustee or (y) the
information contained in or omitted from the Registration Statement or
the Final Prospectus or any amendment thereof or supplement thereto in
reliance upon and in conformity with information furnished in writing
to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation
of the Registration Statement and the Final Prospectus. For purposes of
Section 1(b)(y), the Company acknowledges that the table of
Underwriters and principal amounts and the statements set forth in the
second and fourth paragraphs under the heading "Underwriting" and the
third sentence of the third paragraph under the heading "Underwriting"
in the Final Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters.
(c) The Company and its subsidiaries taken as a whole has not
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Final Prospectus any
material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Final Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus, there has not been any
material change in the capital stock or long-term debt of the Company
and its subsidiaries taken as a whole or any material adverse change,
or any development involving a prospective material adverse change, in
or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Final Prospectus.
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, with power and authority
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(corporate and other) to own its properties and conduct its business as
described in the Final Prospectus.
(e) The Company has an authorized capitalization as set forth
in the Final Prospectus, and all of the issued shares of capital stock
of the Company have been duly and validly authorized and issued and are
fully paid and non-assessable.
(f) Each of Southern California Edison Company, Edison Mission
Energy and Edison Capital (the "Significant Subsidiaries") has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has
power and authority (corporate and other) to own, lease and operate its
properties and to conduct its business as described in the Final
Prospectus, and is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of ownership or leasing of
property or the conduct of business, except where the failure so to
qualify or be in good standing would not have a material adverse effect
on the condition, financial or otherwise, or the earnings or business
affairs of the Company and its subsidiaries taken as a whole; and all
of the issued and outstanding capital stock of each Significant
Subsidiary has been duly authorized and validly issued, is fully paid
and non-assessable and all such shares owned by the Company, directly
or through subsidiaries, are owned free and clear of any security
interest, mortgage, pledge, lien, encumbrance, claim or security.
(g) The Indenture has been duly authorized and duly qualified
under the Trust Indenture Act, and constitutes a legal, valid and
binding instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether considered in a proceeding in equity or at law);
and the Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters pursuant to this
Agreement, will constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture.
(h) The issuance by the Company of the Securities, the
compliance by the Company with all of the provisions of this Agreement,
the Securities and the Indenture, and the consummation of the
transactions contemplated herein and therein will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the Articles
of Incorporation or By-Laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties or any of its
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Securities or
the consummation by the Company of the transactions contemplated by
this Agreement, the Securities or the Indenture, except (i) such as
have been, or will have been, prior to the Closing Date, obtained under
the Act or the Trust Indenture Act and
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(ii) such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky
laws in connection with the issuance and sale by the Company of the
Securities.
(i) Other than as set forth in the Final Prospectus, there are
no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any of their properties
is the subject, which, if determined adversely to the Company or any of
its subsidiaries, would individually or in the aggregate have a
material adverse effect on the current or future consolidated financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(j) Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws (or similar constitutional
documents), or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of
its properties may be bound, other than any such default that would
not, individually or in the aggregate, have a material adverse effect
on or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole.
(k) The Company and its subsidiaries possess such
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct
the business now operated by them, except where the failure to possess
such certificates, authorities or permits, individually or in the
aggregate, would not have a material adverse effect on the condition,
financial or otherwise, or the earnings or business affairs of the
Company and its subsidiaries taken as a whole; and neither the Company
nor any of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such certificate,
authority or permit which, individually or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially
and adversely affect the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries taken
as a whole.
(l) The financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Registration Statement and Final Prospectus present fairly in all
material respects the consolidated financial position of the Company
and its consolidated subsidiaries as of the dates indicated and the
consolidated results of their operations for the periods specified;
and, except as stated therein, such financial statements have been
prepared in conformity with generally accepted accounting principles in
the United States applied on a consistent basis.
(m) The statements set forth in (i) the Basic Prospectus under
the captions "Description of Securities" and "Description of Debt
Securities," and (ii) in the Final Prospectus as amended or
supplemented under the caption "Description of the Notes," insofar as
they constitute a summary of the terms of the Securities and the
Indenture and (x) in the Basic Prospectus under the caption "Plan of
Distribution" and (y) in the Final Prospectus as amended or
supplemented under the caption "Underwriting," insofar as they purport
to describe the
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provisions of the laws and documents referred to therein, in each case
are accurate, complete and fair in all material respects.
(n) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds
thereof as described in the Final Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940,
as amended.
(o) Arthur Andersen LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto the principal amount of the Securities set forth opposite such
Underwriter's name in Schedule II hereto.
3. Delivery and Payment. Delivery of certificates for the Securities
shall be made to the nominee of The Depository Trust Company, New York, New
York, on the date and at the time specified in Schedule I hereto and payment for
the Securities shall be made at the office, on the date, and at the time
specified in Schedule I hereto, which date and time may be postponed by
agreement between the Representatives and the Company or as provided in Section
9 hereof (such date and time of delivery and payment for the Securities being
herein called the "Closing Date"). Delivery of the Securities shall be made to
the nominee of The Depository Trust Company for the respective accounts of the
several Underwriters against payment to the Company of the purchase price
therefor in the funds specified in Schedule I hereto. Certificates for the
Securities shall be registered in such names and in such denominations as the
Representatives may request not less than one full business day in advance of
the Closing Date.
The Company agrees to have certificates representing the Securities
available for inspection, checking and packaging by the Representatives not
later than 3:00 PM, New York time, on the business day prior to the Closing
Date. All references herein to "certificates" shall mean one or more global
securities registered in the name of The Depository Trust Company or its
nominee.
4. Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the
Securities, the Company will not file any amendment of the Registration
Statement or amendment or supplement (including the Final Prospectus or
any Preliminary Final Prospectus) to the Basic Prospectus unless the
Company has furnished you a copy for your review prior to filing and
will not file any such proposed amendment or supplement to which you
reasonably object. Subject to the foregoing sentence, the Company will
cause the Final Prospectus to be filed with the Commission in
accordance with the requirements of Rule 424(b) and will notify the
Representatives of such filing. The Company will promptly advise the
Representatives (i) when the Final Prospectus shall have been filed
with the Commission pursuant to Rule 424(b), (ii) when any amendment to
the Registration Statement relating to the Securities shall have become
effective, (iii) of any request by the Commission for any amendment of
the Registration Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the
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institution or threatening of any proceeding for that purpose and (v)
of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use every reasonable effort to prevent
the issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Securities is required to be delivered under the Act, any event occurs
as a result of which the Final Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made
not misleading, or if it shall be necessary to amend or supplement the
Registration Statement or the Final Prospectus to comply with the Act
or the Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify the Representative of such an event, and (ii)
prepare and file with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment which will effect
such compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and
counsel for the Underwriters, without charge, copies of the
Registration Statement (including exhibits thereto) and each amendment
thereto which shall become effective on or prior to the Closing Date
and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, as many copies of any Preliminary Final
Prospectus and the Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably request. The
Company will pay the expenses of printing all documents relating to the
offering.
(e) The Company agrees to use its best efforts to qualify the
Securities and to assist in the qualification of the Securities by or
on behalf of the Representatives or of any of one or more of the
several Underwriters for sale under the laws of such States as the
Representatives may designate, to maintain such qualifications in
effect so long as required for the distribution of the Securities and
to assist in the determination of the legality of the Securities for
purchase by institutional investors under the laws of such States as
the Representatives may designate; provided that the Company shall not
be required to qualify as a foreign corporation in any State, or to
consent to service of process in any State other than with respect to
claims arising out of the offering or sale of the Securities.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer,
sell or contract to sell, or announce the offering of, any debt
securities (i) covered by the Registration Statement or any other
registration statement filed under the Act or (ii) to purchasers for
resale in reliance on the exemption from registration under the Act
provided by Rule 144A under the Act.
(g) The Company will not take, directly or indirectly, any
action designed to or which has constituted or which might reasonably
be expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
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5. Conditions to the Obligations of the Underwriters. The obligations
of the Underwriters to purchase the Securities shall be subject to the accuracy
of the representations and warranties on the part of the Company contained
herein as of the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by reference therein) and as
of the Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed with the
Commission in accordance with the requirements of Rule 424(b).
(b) At or before the Closing Date, any regulatory authority
whose consent or approval shall be required for the issue and sale of
the Securities by the Company as herein provided shall have entered an
order or orders authorizing the issue and sale of the Securities by the
Company on the terms set forth in the Final Prospectus and herein, and
at the Closing Date such order or orders shall be in full force and
effect.
(c) At the Closing Date, the Representatives shall have
received the written opinion, dated the Closing Date, of Kenneth S.
Stewart, Assistant General Counsel of the Company, to the effect that:
(i) each of the Company and the Significant
Subsidiaries has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own or lease, as the
case may be, and to operate its properties and conduct its
business as described in the Final Prospectus;
(ii) all the outstanding shares of capital stock of
each Significant Subsidiary have been duly and validly
authorized and issued and are fully paid and nonassessable,
and, except as otherwise set forth in the Final Prospectus,
all outstanding shares of capital stock of the Significant
Subsidiaries are owned by the Company either directly or
through wholly owned subsidiaries free and clear of any
perfected security interest and, to the knowledge of such
counsel, after due inquiry, any other security interest,
claim, lien or encumbrance;
(iii) the Company's authorized equity capitalization
is as set forth in the Final Prospectus; and the Securities
conform in all material respects to the description thereof
contained in the Final Prospectus;
(iv) the Indenture has been duly authorized, executed
and delivered, is qualified under the Trust Indenture Act, and
is a legally valid and binding instrument, enforceable in
accordance with its terms;
(v) the Securities have been duly authorized and,
when executed, authenticated, issued and delivered against
payment therefor in accordance with the Indenture and this
Agreement, will constitute legally valid and binding
obligations of the Company, enforceable in accordance with
their terms;
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(vi) to the best of the knowledge of such counsel,
there is no pending or threatened action, suit or proceeding
by or before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its
subsidiaries or its or their property, of a character required
to be disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus;
(vii) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such
counsel: no stop order suspending the effectiveness of the
Registration Statement or of any part thereof has been issued
and no proceedings for that purpose have been instituted or
are pending or contemplated under the Act; the Registration
Statement and the Final Prospectus, and each amendment or
supplement thereto, if any, as of their respective effective
or issue dates, complied as to form in all material respects
with the requirements of the Act and the Trust Indenture Act,
and the applicable published rules and regulations of the
Commission thereunder, and no facts have come to such
counsel's attention which lead such counsel to believe that
the Registration Statement or the Final Prospectus, or any
amendment or supplement thereto, as of their respective
effective or issue dates, contained any untrue statement of a
material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading, or that the Final Prospectus, at the
Closing Date, contained any untrue statement of a material
fact or omitted to state any material fact necessary in order
to make the statements therein, in light of the circumstances
under which they were made, not misleading; the documents
incorporated by reference in the Final Prospectus, when they
became effective or were filed with the Commission, as the
case may be, complied as to form in all material respects with
the requirements of the Act or the Exchange Act, as
applicable, and the applicable published rules and regulations
of the Commission thereunder; the descriptions in the
Registration Statement and the Final Prospectus of federal and
state statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present
the information required to be shown; and such counsel does
not know of any legal or governmental proceedings required to
be described in the Final Prospectus, which are not described
as required or of any contracts or documents of a character
required to be described in the Registration Statement or the
Final Prospectus or to be filed as exhibits to the
Registration Statement which are not described and filed as
required; it being understood that such counsel need not pass
upon the financial statements and other financial data
contained in the Registration Statement or the Final
Prospectus;
(viii) the Company is not and, after giving effect to
the offering and sale of the Securities and the application of
the proceeds thereof as described in the Final Prospectus,
will not be an "investment company" as defined in the
Investment Company Act of 1940, as amended;
(ix) all legally required proceedings and filings in
connection with the authorization of the Securities, the issue
and sale of the Securities by the Company pursuant hereto and
the authorization of the transactions related to such
authorization, issue and sale, and all such approvals,
authorizations, consents or other orders of such courts,
governmental agencies, or public boards of bodies, if any, as
may be legally required with respect to all or any of such
matters, have been had or obtained, except that the offer and
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sale of the Securities in certain jurisdictions may be subject
to the provisions of the securities or Blue Sky laws of such
jurisdictions;
(x) neither the execution and delivery of the
Indenture, the issue and sale of the Securities, nor the
consummation of any other of the transactions herein or
therein contemplated nor the fulfillment of the terms hereof
or thereof will conflict with, result in a breach or violation
of, or result in imposition of any lien, charge or encumbrance
upon any property or assets of the Company or its subsidiaries
pursuant to, or constitute a default under, (i) the charter or
by-laws of the Company or its subsidiaries, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note
agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which the Company or its
subsidiaries is a party or bound or to which its or their
property is subject, or (iii) to the knowledge of such counsel
after due inquiry, any statute, law, rule, regulation,
judgment, order or decree applicable to the Company or its
subsidiaries of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority
having jurisdiction over the Company or its subsidiaries or
any of its or their properties; and
(xi) this Agreement has been duly authorized,
executed and delivered by the Company. In rendering the
opinion called for by clauses (iv) and (v) above, Mr. Stewart
may state that his opinion as to enforceability is subject to
specified exceptions, limitations and qualifications under
applicable California and federal law.
(d) The Representatives shall have received from Gibson, Dunn
& Crutcher LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Indenture, the Registration Statement, the Final
Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling them
to pass upon such matters.
(e) The Representatives shall have received certificates of
the Chairman of the Board, the President, any Vice President, the
Treasurer or any Assistant Treasurer of the Company, dated the Closing
Date, to the effect that the signer of such certificate has carefully
examined the Registration Statement, the Final Prospectus and this
Agreement and that to the best of his or her knowledge after reasonable
investigation:
(i) the representations and warranties of the Company
in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as
if made on the Closing Date and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
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(iii) since the date of the most recent financial
statements included or incorporated by reference into in the
Final Prospectus (exclusive of any supplement thereto), there
has been no material adverse change in the financial condition
or results of operations of the Company, except as set forth
in or contemplated in the Final Prospectus (exclusive of any
supplement thereto) or as described in such certificate.
(f) On the date hereof, Arthur Andersen LLP shall have
furnished to the Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the Representatives)
dated as of the date hereof, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants with
respect to the Company within the meaning of the Act and the Exchange
Act and the respective applicable published rules and regulations
thereunder, and stating in effect that:
(i) in their opinion the audited financial statements
and financial statement schedules included or incorporated in
the Registration Statement and the Final Prospectus and
reported on by them comply as to form in all material respects
with the applicable accounting requirements of the Act and the
Exchange Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by the Company;
carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
stockholders, directors and executive committee of the
Company; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of
the Company as to transactions and events subsequent to the
date of the most recent audited financial statements
incorporated in the Registration Statement and the Final
Prospectus, nothing came to their attention which caused them
to believe that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus do not comply as
to form in all material respects with applicable
accounting requirements and with the published rules
and regulations of the Commission with respect to
financial statements included or incorporated in
quarterly reports on Form 10-Q of the Company under
the Exchange Act; and said unaudited financial
statements are not fairly presented (except as
permitted by Form 10-Q) in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited
financial statements included or incorporated in the
Registration Statement and the Final Prospectus; or
(2) with respect to the period subsequent to
the date of the most recent financial statements
incorporated in the Registration Statement and the
Final Prospectus, there were any decreases, at the
date of the latest available unaudited financial
statements prepared by the Company, in the
stockholders' equity of the Company or any changes,
at a specified date not more than five business days
prior to the date of the letter, in the long-term
debt or capital stock of the Company (other than
changes resulting from conversions of outstanding
securities, drawdowns of and earnings on funds held
in trust in connection with pollution
10
<PAGE>
control bonds and issuances of stock under existing
stock plans) as compared with the amounts shown on
the most recent consolidated balance sheet included
or incorporated in the Registration Statement and the
Final Prospectus, or for the period from the date of
the most recent financial statements incorporated in
the Registration Statement and the Final Prospectus
to the date of the latest available unaudited
financial statements prepared by the Company there
were any decreases, as compared with the
corresponding period in the preceding year, in total
operating revenues or total or per share amounts of
net income, except in all instances for changes or
decreases set forth in such letter, in which case the
letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said
explanation is not deemed necessary by the
Representatives; or
(3) the information included or incorporated
by reference in the Registration Statement and Final
Prospectus in response to Regulation S-K, Item 301
(Selected Financial Data), Item 302 (Supplementary
Financial Information) and Item 503(d) (Ratio of
Earnings to Fixed Charges) is not in conformity with
the applicable disclosure requirements of Regulation
S-K; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company) set forth in the Registration Statement, as amended,
and the Final Prospectus, as amended or supplemented,
including the information included or incorporated in Items 1,
2, 6 and 7 of the Company's annual report on Form 10-K
incorporated therein or in "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
included or incorporated in any of the Company's quarterly
reports on Form 10-Q incorporated therein, agrees with the
accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.
In addition, at the Closing Date, Arthur Andersen LLP shall have
furnished to the Representatives a letter or letters, in form and substance
satisfactory to the Representatives, to the effect set forth in the introductory
paragraph to this paragraph (f), in subparagraphs (i) and (ii) (1) above and, to
the extent referring to information contained in Exchange Act reports
incorporated in the Registration Statement and the Final Prospectus, in
subparagraph (iii) above.
(g) Subsequent to the date hereof or the respective dates as
of which information is given in the Registration Statement and the
Final Prospectus, there shall not have been (i) any material adverse
change described in the certificate referred to in paragraph (e) of
this Section 5, (ii) any change or decrease specified in the letter or
letters referred to in paragraph (f) of this Section 5 or (iii) any
change, or any development involving a prospective change, in or
affecting the business or properties of the Company and its
subsidiaries the effect of which, in any case referred to in clause
(i), (ii) or (iii) above, is, in the judgment of the Representatives,
so material and adverse as to make it impractical or inadvisable to
proceed with the offering or the delivery of the Securities as
contemplated by the Registration Statement and the Final Prospectus.
(h) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's debt
securities by Moody's Investor Services or Standard & Poor's Rating
Services.
11
<PAGE>
(i) At or prior to the Closing Date, the Company shall have
furnished to the Representatives such further information, certificates
and documents as the Representatives may reasonably request and such
additional opinions and letters as are provided for in Schedule I.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Representatives, this Agreement and all obligations of the
Underwriters hereunder may be cancelled at, or at any time prior to, the Closing
Date by the Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
6. Conditions to the Obligations of the Company. The obligations
of the Company to sell and deliver the Securities shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened.
(b) At or before the Closing Date, any regulatory authority
whose consent or approval shall be required for the issue and sale of
the Securities to the Underwriters as herein provided shall have
entered an order or orders authorizing the issue and sale of the
Securities on the terms set forth in the Final Prospectus and herein,
and at the Closing Date such order or orders shall be in full force and
effect.
(c) Concurrently with or prior to the delivery of the
Securities to the several Underwriters, the Company shall receive the
full purchase price herein specified for the Securities.
If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as provided in this Agreement, this Agreement and all
obligations of the Company hereunder may be cancelled at, or at any time prior
to, the Closing Date. Notice of such cancellation shall be given to the
Representatives in writing or by telephone or telegraph confirmed in writing.
7. Reimbursement of Underwriters' Expenses. The Company will pay all
expenses incident to the performance of its obligations under this Agreement and
will reimburse the Underwriters for any expenses (including fees and
disbursements of counsel) incurred by them in connection with qualification of
the Securities for sale and determination of their eligibility for investment
under the laws of such jurisdictions as the Representatives may designate and
the printing of memoranda relating thereto, for any fees charged by investment
rating agencies for the rating of the Securities, for any filing fee of the
National Association of Securities Dealers, Inc. relating to the Securities and
for expenses incurred in distributing the Prospectus and all supplements
thereto, any preliminary prospectuses and any preliminary prospectus supplements
to each Underwriter. If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 5 hereof is not satisfied or because of any refusal, inability
or failure on the part of the Company to perform any agreement herein or comply
with any provision hereof other than by reason of a default by any of the
Underwriters, the Company will reimburse the Underwriters severally through the
Representatives upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by them in
connection with the proposed purchase and sale of the Securities.
12
<PAGE>
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter, the directors, officers, employees
and agents of each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished to
the Company by or on behalf of any Underwriter through the Representatives
specifically for inclusion therein, and (ii) such indemnity with respect to the
Basic Prospectus or any Preliminary Final Prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by reference at or prior
to the confirmation of the sale of such Securities to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in the Basic Prospectus or any Preliminary Final
Prospectus was corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have. The Company acknowledges that
the table of Underwriters and principal amounts and the statements set forth in
the second and fourth paragraphs under the heading "Underwriting" and the third
sentence of the third paragraph under the heading "Underwriting" in any
Preliminary Final Prospectus and the Final Prospectus constitute the only
information furnished in writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing indemnity.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the table of
Underwriters and principal amounts and the statements set forth in the second
and fourth paragraphs under the heading "Underwriting" and the third sentence of
the third paragraph under the heading "Underwriting" in any Preliminary Final
Prospectus and the Final Prospectus constitute the only information furnished in
writing by or on behalf of the several Underwriters for inclusion in the
documents referred to in the foregoing indemnity.
(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement
13
<PAGE>
thereof; but the omission so to notify the indemnifying party will not relieve
it from liability which it may have to any indemnified party otherwise than
under paragraphs (a) or (b) of this Section 8. The indemnifying party shall be
entitled to appoint counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel
retained by the indemnified party or parties except as set forth below);
provided, however, that such counsel shall be satisfactory to the indemnified
party. Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying party to
represent the indemnified party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or targets of, any such
action include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the expense
of the indemnifying party. An indemnifying party will not, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 8 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, the Company and the Underwriters severally agree to
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) (collectively "Losses") to which the Company and one or more of
the Underwriters may be subject in such proportion so that the Underwriters are
responsible for that portion represented by the percentage that the underwriting
discount bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company is responsible for the
balance, provided, however, that in no case shall any Underwriter (except as may
be provided in any agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the underwriting discount
or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is
unavailable for any reason, the Company and the Underwriters severally shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
of the Underwriters on the other in connection with the statements or omissions
which resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal to
the total net proceeds from the offering (before deducting expenses) received by
it, and benefits received by the Underwriters shall be deemed to be equal to the
total underwriting discounts and commissions, in each case as set forth on the
cover page of the Final Prospectus. Relative fault shall be determined by
reference to, among other things, whether any untrue or any alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information provided by the Company on the one hand or
the Underwriters on the other, the intent of the parties and their relative
knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contribution were determined by pro rata
allocation or any other method
14
<PAGE>
of allocation (even if the Underwriters were treated as one entity for such
purposes) which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Each Underwriter's obligation to contribute as
provided in this Section 8(d) is several in proportion to its respective
underwriting commitment hereunder and not joint. For purposes of this Section 8,
each person who controls an Underwriter within the meaning of either the Act or
the Exchange Act and each director, officer, employee and agent of an
Underwriter shall have the same rights to contribution as such Underwriter, and
each person who controls the Company within the meaning of either the Act or the
Exchange Act, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this paragraph (d).
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased by
such Underwriter or Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their obligations under this
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to the aggregate amount
of Securities set forth opposite the names of all the remaining Underwriters)
the Securities which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in no event shall any non-defaulting
Underwriter be obligated to purchase additional Securities under this Section 9
in an amount exceeding 10% of the amount of the Securities set forth opposite
its name in Schedule II hereto. In the event that the amount of Securities which
all such non-defaulting Underwriters shall be obligated to purchase under the
preceding sentence shall be less than the amount of Securities which all such
defaulting Underwriters shall have failed to purchase, the non-defaulting
Underwriters shall have the right (but not the obligation) to purchase the
remaining Securities. If all such remaining Securities are not purchased by
non-defaulting Underwriters as above provided, the Company may, at its option,
(a) cancel this Agreement pursuant to the provisions of Section 6 hereof or (b)
elect to proceed with the sale and delivery hereunder of less than all of the
Securities to be purchased by the Underwriters. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be postponed
for such period, not exceeding seven days, as the Representatives shall
determine in order that the required changes in the Registration Statement and
the Final Prospectus or in any other documents or arrangements may be effected.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of
its liability, if any, to the Company and any non-defaulting Underwriter for
damages occasioned by its default hereunder.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the Securities, if prior to such time (i) trading
in the common stock of the Company shall have been suspended by the Commission
or the New York Stock Exchange or trading in securities generally on the New
York Stock Exchange shall have been suspended or limited or minimum prices shall
have been established on such Exchange, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii) there
shall have occurred any outbreak or material escalation of hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in the judgment of the Representatives,
impracticable to market the Securities.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of the Underwriters set forth in or made pursuant to
this Agreement will remain in full force and effect, regardless of any
investigation
15
<PAGE>
made by or on behalf of any Underwriter, or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Securities. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 2244 Walnut Grove Avenue, Rosemead,
California 91770, attention of the Treasurer.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and no
other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
15. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
17. Counsel for the Underwriters. From time to time, Gibson, Dunn &
Crutcher LLP performs legal services for the Company and its subsidiaries
relating to special matters. The Company and each Underwriter hereby consent to
Gibson, Dunn & Crutcher LLP acting as counsel for the Underwriters in connection
with the offer and sale of the Securities. The Company and each Underwriter
hereby agree that if any dispute should arise between the Company and any
Underwriter with respect to or arising out of this Agreement or the offer and
sale of the Securities, Gibson, Dunn & Crutcher LLP would not represent either
the Company or the Underwriters in connection with such dispute.
16
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
EDISON INTERNATIONAL
BY: Mary C. Simpson
-------------------------------
Mary C. Simpson
Assistant Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the date
specified in Schedule I hereto.
BY: LEHMAN BROTHERS INC.
BY: Martin Goldberg
---------------------------
Name: Martin Goldberg
Title: Senior Vice President
For itself and the other several
Underwriters, if any, named in Schedule II
to the foregoing Agreement.
17
<PAGE>
SCHEDULE I
Underwriting Agreement dated November 3, 2000
Registration Statement No. 333-82293
Representatives and Address:
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street
New York, New York 10285
Title, Purchase Price and Description of Securities:
Title: Floating Rate Notes Due 2001
Principal Amount: $350,000,000
Purchase Price: 99.85% of the principal amount of
the Securities
Maturity: November 1, 2001
Interest: Three-month LIBOR plus 0.50%, subject to adjustment as described in
the prospectus supplement, payable quarterly on February 1, May 1, August 1 and
November 1 to the holders of record on the 15th calendar day before each
interest payment date.
Sinking Fund Provisions: None
Optional Redemption: None
Closing Date and Time: November 8, 2000, 7:00 AM, California time
Method of Payment: Federal Reserve funds in Los Angeles, California
Modification of items to be covered by the letter from Arthur Andersen LLP
delivered pursuant to Section 5(f):
None
Location of Closing:
2244 Walnut Grove Ave.
Rosemead, California 91770
or as agreed upon by the Representatives and the Company.
<PAGE>
SCHEDULE II
Principal
Amount
of Securities
to be
Underwriters Purchased
------------ -------------
Chase Securities Inc. 122,500,000
Lehman Brothers Inc. 122,500,000
Banc of America Securities LLC 35,000,000
Credit Suisse First Boston Corporation 35,000,000
Salomon Smith Barney Inc. 35,000,000
-----------
Total..................................................... $350,000,000
============
