SOUTHERN CALIFORNIA EDISON COMPANY
UNDERWRITING AGREEMENT
DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Dear Sirs:
Southern California Edison Company, 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 January 15, 1993 (the "Indenture"), between the Company
and Harris Trust and Savings Bank, as trustee (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:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") registration statement on
such Form (the file numbers of which are set forth in Schedule I
hereto), which have become effective, for the registration under the Act
of the Securities. Such registration statement, as amended at the date
of this Agreement, meet the requirements set forth in Rule 415(a)(1)(x)
under the Act and comply 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 statements, 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 Agreement, or the issue date of the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus,
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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, 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 (i) 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 (ii) 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.
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 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 Representatives for the respective accounts of the several Underwriters
through the Representatives against payment of the purchase price thereof
payable to the Company 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 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.
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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) 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). 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
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 Final Prospectus to comply
with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will 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
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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.
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, the Public Utilities
Commission of the State of California and any other 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 Bryant C. Danner,
Executive Vice President and General Counsel, or Kenneth S. Stewart,
Assistant General Counsel of the Company, to the effect that:
(i) The Company is a corporation validly organized and
existing in good standing under the laws of the State of
California; the Company has full corporate power to own its
properties and conduct its business as now being conducted; and
the Company is duly qualified and in good standing as a foreign
corporation under the laws of the States of Arizona, Nevada and
New Mexico;
(ii) 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, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
or equitable principles relating to or limiting creditors' rights
generally;
(iii) 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
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in accordance with their terms, subject, as to enforcement, to
the matters set forth in clause (ii) above;
(iv) 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 his attention which lead him 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 he 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;
(v) All legally required proceedings 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 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 sale of the Securities
in certain jurisdictions may be subject to the provisions of the
securities or Blue Sky laws of such jurisdictions;
(vi) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the
Securities, and compliance with the terms and provisions hereof
or thereof, will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, the
charter or bylaws of the Company, or, to his knowledge, any
statute, rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Company or its
subsidiaries or any of its properties or any agreement or
instrument to which the Company or any such subsidiary is a party
or by which the Company or any such subsidiary is bound or to
which any of the properties of the Company or any such subsidiary
is subject; and
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(vii) This Agreement has been duly authorized, executed and
delivered by the Company.
In rendering the opinion called for above, Mr. Danner or Mr. Stewart, as
the case may be, may rely upon appropriate certificates of public officials and
officers or employees of the Company and the Trustee as to factual matters and
upon opinions, dated the Closing Date, of Snell & Wilmer, Phoenix, Arizona, as
to legal conclusions affected by the law of Arizona, upon opinions, dated the
Closing Date, of Hale Lane Peek Dennison Howard and Anderson, a Nevada
professional corporation, Reno, Nevada as to legal conclusions affected by the
law of Nevada and upon opinions, dated the Closing Date, of Rodey, Dickason,
Sloan, Akin & Robb, P.A., a New Mexico professional corporation, Albuquerque,
New Mexico, as to legal conclusions affected by the law of New Mexico and (with
regard to the interest of the Company and the rights of the Trustee in the Four
Corners Generating Station and the easement and lease therefor) the laws of the
United States and The Navajo Nation, provided that he shall state that he
believes that both he and you are justified in relying upon such certificates
and opinions. As to all matters governed by New York law, Mr. Danner or Mr.
Stewart, as the case may be, will rely upon the opinion of Gibson, Dunn &
Crutcher LLP.
In rendering the opinion called for by clauses (ii) and (iii) above, Mr.
Danner or Mr. Stewart, as the case may be, may state that he is expressing no
opinion as to the availability of equitable remedies and may advise that a
California court may not strictly enforce certain covenants of the Indenture or
the Securities or allow acceleration of the due date of the Securities if it
concludes that such enforcement or acceleration would be unreasonable under the
then existing circumstances, although, in his opinion, acceleration would be
available if an event of default occurs as a result of a material breach of a
material covenant contained in the Indenture or the Securities.
(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 or any Vice President 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 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 in the Final Prospectus, 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 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 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
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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 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; 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, 7 and 11
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 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.
(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
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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, the Public Utilities
Commission of the State of California and any other 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 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.
8. Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless 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
9
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 use in connection with the preparation
thereof, 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.
(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 use in the
preparation of 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
statements set forth in the second sentence of the second paragraph
under the heading "Underwriting" in 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, and you, as the Representatives, confirm that such statements
are correct.
(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 thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 8.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in 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, the indemnified party or parties
shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from
the indemnifying party to such indemnified party of its election so to
10
assume the defense of such action and approval by the indemnified party
of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the
Representatives in the case of paragraph (a) of this Section 8,
representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) 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 commencement
of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii). Each indemnified party agrees
promptly to notify each indemnifying party of the commencement of any
litigation or proceedings against it in connection with the issue and
sale of the Securities.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a)
of this Section 8 is due in accordance with its terms but is for any
reason held by a court to be unavailable from the Company on grounds of
policy or otherwise, the Company on the one hand and the Underwriters on
the other hand shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company
and one or more of the Underwriters may be subject (i) 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 or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect the relative benefit represented by the percentage that the
underwriting discount bears to the sum of such discount and the purchase
price for the Securities referred to in clause (i) above, but also the
relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions which resulted
in such loss, claim, damage or liability as well as any other relevant
equitable considerations. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the parties'
relative intent, 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 pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to above in this
subsection (d). Notwithstanding anything in this subsection (d) to the
contrary, (x) 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 applicable to the Securities purchased by such
Underwriter hereunder and (y) 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. For purposes of this Section 8, each
person who controls an Underwriter within the meaning of either the Act
or the Exchange Act shall have the same rights to contribution as the
Underwriter, and each person who controls the Company within the meaning
of either the Act or the Exchange Act, each
11
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 clause (x) of this
paragraph (d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding
against such party in respect of which a claim for contribution may be
made against another party or parties under this paragraph (d), notify
such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the party
or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this
paragraph (d). No party shall be liable for contribution with respect to
any action or claim settled without its consent.
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 Edison International, a California corporation, 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 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
12
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. Counsel for the Underwriters. As discussed in the Registration
Statement, 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.
13
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,
SOUTHERN CALIFORNIA EDISON COMPANY
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 SALOMON SMITH BARNEY INC.
BY: Arthur H. Tildesley
---------------------------------
Name: Arthur H. Tildesley
Title: Managing Director
For themselves and the other several
Underwriters, if any, named in Schedule II
to the foregoing Agreement.
14
SCHEDULE I
Underwriting Agreement dated March 31, 1999
Registration Statement Nos. 33-59001 and 333-497
Representatives and Address:
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Title, Purchase Price and Description of Securities:
Title: 6.65% Notes, Due 2029
Principal Amount: $300,000,000
Purchase Price: 98.391% of the principal amount of the Securities, plus
accrued interest from April 1, 1999 to April 6, 1999
Maturity: April 1, 2029
Interest: 6.65% per annum, from April 1, 1999, payable semiannually on
April 1 and October 1, commencing October 1, 1999, to the holders
of record on the preceding March 15 and September 15, respectively.
Sinking Fund Provisions: None.
Optional Redemption: At any time at a redemption price equal to the
greater of (i) the principal amount or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the
Notes, discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield as defined in the Final Prospectus plus 0.20%, plus in each
case accrued interest to the date of redemption.
Closing Date and Time: April 6, 1999, 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 Avenue
Rosemead, California 91770
or as agreed upon by the Representatives and the Company.
SCHEDULE II
Principal
Amount
of Securities
to be
Underwriters Purchased
------------ -------------
Salomon Smith Barney, Inc. ......................... $220,000,000
Prudential Securities Incorporated ................. 25,000,000
Warburg Dillon Read LLC ............................ 25,000,000
Chase Securities Inc. .............................. 15,000,000
PaineWebber Incorporated ........................... 15,000,000
------------
Total.......................................... $300,000,000
============