ADMINISTRATIVE AGREEMENT RE TAX ALLOCATION PAYMENTS
This Agreement is entered into as of July 2, 2001, among Edison International, Southern California Edison Company, The
Mission Group, Edison Capital, Mission Energy Holding Company, Edison Mission Energy, Edison O&M Services, Edison Enterprises, and
Mission Land Company (the parties other than EIX are referred to herein collectively as the "Subsidiary Parties" and each
individually as a "Subsidiary Party").
RECITALS
X. Xxxxxx International has entered into an Amended and Restated Agreement for the Allocation of Income Tax Liabilities and
Benefits, dated as of September 10, 1996 (the "Master Agreement"), with its first-tier subsidiaries, Southern California
Edison Company and The Mission Group, providing for an allocation among the parties of tax benefits and tax liabilities
reflected in or resulting from the filing of consolidated or combined income or franchise tax returns. The Master Agreement
provides for Edison International to calculate the Separate Tax Liabilities and Separate Tax Benefits (as such terms are
defined in the Master Agreement) of Southern California Edison Company and The Mission Group and of each of their respective
directly or indirectly owned subsidiaries, and to make to or receive from Southern California Edison Company and The Mission
Group, respectively, net payments with respect to the aggregate Separate Tax Benefit or Separate Tax Liability of each such
company and all its respective subsidiaries.
B. The Mission Group has entered into a related Amended and Restated Tax Allocation Agreement, dated as of September 10, 1996,
as supplemented by addenda thereto (the "Group Agreement"), with its first-tier subsidiaries, Edison Capital, Mission Energy
Holding Company, Edison O&M Services, Edison Enterprises, and Mission Land Company. The Group Agreement provides for The
Mission Group to use the calculations made by Edison International under the Master Agreement and to make to or receive from
Edison Capital, Mission Energy Holding Company, Edison O&M Services, Edison Enterprises, and Mission Land Company,
respectively, net payments with respect to the aggregate Separate Tax Benefit or Separate
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Tax Liability of each such company and all its respective subsidiaries.
C. Mission Energy Holding Company has entered into a related Tax Allocation Agreement, dated as of July 2, 2001 (the "Mission
Energy Agreement"), with its first-tier subsidiary, Edison Mission Energy. The Mission Energy Agreement provides for
Mission Energy Holding Company to use the calculations made by Edison International under the Master Agreement and to make
to or receive from Edison Mission Energy net payments with respect to the aggregate Separate
Tax Benefit or Separate Tax Liability of Edison Mission Energy and all its subsidiaries.
D. To promote efficient administration of payments under the Master Agreement, Group Agreement, and Mission Energy Agreement
(referred to collectively herein, together with any amendments, supplements, addenda, or successor agreements, as the "Tax
Allocation Agreements"), Edison International and the Subsidiary Parties desire to provide for payments under the Tax
Allocation Agreements to be made directly between Edison International and each of the Subsidiary Parties as set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Tax Liability and Benefit Payments. On each date that any payments under the Tax Allocation Agreements are to be made or
received by Edison International or the Subsidiary Parties (or would have been made or received if an amount had been owed
or receivable), payments shall be made as follows:
(a) Edison International shall pay to Southern California Edison Company or Southern California Edison Company shall pay to
Edison International, as the case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and
Separate Tax Liabilities of Southern California Edison Company and its subsidiaries;
(b) Edison International shall pay to The Mission Group or The Mission Group shall pay to Edison International, as the case
may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of The Mission
Group and its subsidiaries (other than Mission Energy Holding Company, Edison Capital, Edison O&M Services, Edison
Enterprises, Mission Land Company, and their subsidiaries);
(c) Edison International shall pay to Edison Capital or Edison Capital shall pay to Edison International, as the case may
be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of Edison Capital
and its subsidiaries;
(d) Edison International shall pay to Mission Energy Holding Company or Mission Energy Holding Company shall pay to Edison
International, as the case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax
Liabilities of Mission Energy Holding Company and its subsidiaries (other than Edison Mission Energy and its subsidiaries);
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(e) Edison International shall pay to Edison Mission Energy or Edison Mission Energy shall pay to Edison International, as
the case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of
Edison Mission Energy and its subsidiaries;
(f) Edison International shall pay to Edison O&M Services or Edison O&M Services shall pay to Edison International, as the
case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of Edison
O&M Services and its subsidiaries
(g) Edison International shall pay to Edison Enterprises or Edison Enterprises shall pay to Edison International, as the
case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of Edison
Enterprises and its subsidiaries; and
(h) Edison International shall pay to Mission Land Company or Mission Land Company shall pay to Edison International, as the
case may be, an amount equal to the aggregate net amount of the Separate Tax Benefits and Separate Tax Liabilities of
Mission Land Company and its subsidiaries.
2. Additional Subsidiaries. Any Subsidiary Party may request Edison International to make payments for Separate Tax Benefits,
if any, directly to any subsidiary of that Subsidiary Party. In such case, that Subsidiary Party shall cause that
subsidiary to make payments for Separate Tax Liabilities, if any, directly to Edison International.
3. Effect on Tax Allocation Agreements. This Agreement establishes arrangements for the efficient administration of payments
under the Tax Allocation Agreements. Those payment arrangements and this Agreement shall not be construed to modify the
rights and obligations of the parties under the Tax Allocation Agreements, except to the extent that any obligation to make
a payment under any of the Tax Allocation Agreements is satisfied by a payment made in accordance with this Agreement.
Notwithstanding anything to the contrary in this Agreement, all payments shall be subject to (a) the provisions of the
Master Agreement establishing a priority for payments of Separate Tax Benefits to Southern California Edison Company and its
subsidiaries and (b) the provisions of the Group Agreement establishing a priority for payments of Separate Tax Benefits to
Edison Capital and its subsidiaries. Should any question arise as to the proper calculation or payment of the Separate Tax
Benefits or Separate Tax Liabilities of Edison International or any of the Subsidiary Parties, the determination of such
question by Edison International shall be final.
4. Termination. This Agreement may be terminated at any time by Edison International in its sole discretion. Any termination
shall not by itself effect a termination of any of the Tax Allocation Agreements.
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5. Successors and Beneficiaries. This Agreement may not be assigned, pledged, transferred or hypothecated by any of the
Subsidiary Parties without the express written consent of Edison International.
6. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of
which taken together shall constitute one and the same agreement.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective officers thereunto duly authorized as of
the date first above written.
EDISON INTERNATIONAL SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ W. Xxxxx Xxxxxxxx
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
THE MISSION GROUP EDISON CAPITAL
By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx X. XxXxxxxx
MISSION ENERGY HOLDING COMPANY EDISON MISSION ENERGY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxx
EDISON O&M SERVICES EDISON ENTERPRISES
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
MISSION LAND COMPANY
By: /s/ Xxxxxx X. XxXxxxxx
