NOTE PURCHASE AGREEMENT
This Note Purchase Agreement (this "Agreement"), dated as of
July 26, 1999, is made by and between Edison International, a California
corporation (the "Company"), and EIX Trust I, a Delaware business trust (the
"Trust").
RECITALS
A. Capitalized terms used herein without definition shall have
the meanings ascribed to them in that certain Subordinated Indenture, dated as
of July 26, 1999, as amended by that certain Supplemental Indenture No. 1, dated
as of July 26, 1999 (as so amended, the "Subordinated Indenture"), each between
the Company and The Chase Manhattan Bank, a New York banking corporation, as
trustee (the "Trustee"), or that certain Amended and Restated Trust Agreement
(the "Trust Agreement"), dated as of July 26, 1999 among the Company, as
Depositor, The Chase Manhattan Bank, a New York banking corporation, as property
trustee (the "Property Trustee"), Chase Manhattan Bank Delaware, a Delaware
banking corporation, as Delaware trustee (the "Delaware Trustee"), the regular
trustees named therein (the "Regular Trustees) (the Property Trustee, the
Delaware Trustee, and the Regular Trustees referred to collectively as the
"Securities Trustees") and the several Holders, as defined in the Trust
Agreement, as applicable, which, in each case, is incorporated herein by this
reference.
B. On the Closing Date, and on the terms set forth herein, the
Company has agreed to sell to the Trust and the Trust has agreed to purchase
from the Company up to $592,783,600 in aggregate principal amount of 7.875%
Subordinated Deferrable Interest Notes, Series A due July 26, 2029 (the "Series
A QUIDS"), issued pursuant to the Subordinated Indenture, as set forth herein.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below
and for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company and the Trust agree as follows:
1. SALE OF NOTES
a. Authorization of Notes.
On or before the Closing Date, the Company shall have caused
to be authorized pursuant to the Subordinated Indenture the issuance of the
Series A QUIDS in the aggregate principal amount of $515,464,000. On or before
the Second Closing Date, the Company shall have caused to be authorized pursuant
to the Subordinated Indenture the issuance of the Series A QUIDS in the
additional aggregate principal amount (the "Over-allotment Principal Amount")
equal to the aggregate Liquidation Amount of the Preferred Securities issued by
the Trust on the Second Closing Date pursuant to the exercise of the
Over-allotment Option by the underwriters parties to the Underwriting Agreement,
but in no event to exceed an aggregate principal amount equal to $77,319,600.
b. Issuance and Purchase.
On the basis of the covenants contained in the Subordinated
Indenture, and subject to the terms and conditions herein and therein specified,
the Company agrees to issue and sell to the Trust, and the Trust agrees to
purchase from the Company, (i) on the Closing Date, the Series A QUIDS in the
principal amount of $515,464,000 and (ii) on the Second Closing Date, the Series
A QUIDS in the principal amount equal to the Over-allotment Principal Amount. As
compensation for the Series A QUIDS purchased on the Closing Date, the Company
shall receive from the Trust (i) 618,560 Common Securities of the Trust, plus
(ii) the net proceeds to the Trust from the sale of the Preferred Securities
pursuant to the Underwriting Agreement on the Closing Date. As compensation for
the Series A QUIDS purchased on the Second Closing Date, the Company shall
receive from the Trust the net proceeds to the Trust from the sale of the
Preferred Securities pursuant to the Underwriting Agreement on the Second
Closing Date.
c. Delivery.
Delivery of, and payment of the purchase price for the Series
A QUIDS shall be made by federal wire transfer of immediately available funds as
early as possible after 6:00 a.m. (P.S.T.) on the Closing Date or the Second
Closing Date, as applicable, to an account designated by the Company not later
than the Business Day prior to the Closing Date or the Second Closing Date, as
applicable.
2. CONDITIONS PRECEDENT
The obligations of the Trust to purchase the Series A QUIDS
under this Agreement are subject to the satisfaction of each of the following
conditions:
a. The Regular Trustees, on behalf of the Trust, shall have received a copy of
the executed Subordinated Indenture, which shall have been entered into by the
Company and the Trustee.
b. The Company shall not have failed at or prior to the Closing Date or the
Second Closing Date, as applicable, to perform or comply in any material respect
with any of the agreements herein contained and required to be performed or
complied with by the Company at or prior to the Closing Date or the Second
Closing Date, as applicable.
c. On or before the Closing Date or the Second Closing Date, as applicable, the
Trust shall have issued the Preferred Securities pursuant to the Trust Agreement
and the Underwriting Agreement in the Liquidation Amount equal to the principal
amount of Series A QUIDS to be sold hereunder on such date.
3. MISCELLANEOUS
a. Effective Date of Agreement
This Agreement shall become effective upon the execution and
delivery of this Agreement by the parties hereto. This Agreement shall terminate
automatically upon the termination of the Underwriting Agreement prior to the
Closing Date.
b. Notice
Unless otherwise specifically provided herein, all notices,
directions, consents and waivers required under the terms and provisions of this
Agreement shall be in English and in writing, and any such notice, direction,
consent or waiver may be given by United States mail, courier service, telegram,
telex, telemessage, telecopy, telefax, cable or facsimile (confirmed by
telephone or in writing in the case of notice by telegram, telex, telemessage,
telecopy, telefax, cable or facsimile) or any other customary means of
communication, and any such notice, direction, consent or waiver shall be
effective when delivered, or if mailed, three days after deposit in the United
States mail with proper postage for ordinary mail prepaid,
if to the Company, to:
Edison International
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Corporate Secretary
if to the Trust to:
EIX Trust I
c/o Edison International
0000 Xxxxxx Xxxxx Xxxxxx
(X.X. Xxx 000)
Xxxxxxxx, XX 00000
Fascimile: (000) 000-0000
Telephone: (000) 000-0000
if to the Property Trustee, to:
The Chase Manhattan Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Capital Markets Fiduciary Services
Fascimile: (000) 000-0000/8178
Telephone: (000) 000-0000
c. Parties
Except as otherwise provided, this Agreement has been and is
made solely for the benefit of and shall be binding upon the Company and the
Trust, and their respective successors and assigns. The term "successors and
assigns" shall not include a purchaser of any of the Series A QUIDS from the
Trust merely because of such purchase.
d. Governing Law
This Agreement shall be governed by, and shall be construed
and enforced in accordance with, the internal laws of the State of California,
without regard to conflicts of laws or principles.
e. Severability
If any provision of this Agreement shall be prohibited or
invalid under applicable law, the Agreement shall be ineffective only to such
extent, without invalidating the remainder of the Agreement.
f. Further Assurances
The Company agrees to execute and deliver such instruments and
take such actions as the Regular Trustees, on behalf of the Trust, may, from
time to time, reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement.
g. Headings
Section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.
h. Counterparts
This Agreement may be signed in various counterparts which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Trust have caused this
Note Purchase Agreement to be duly executed by their respective officer or
trustee, thereunto duly authorized, all as of the day and year first above
written.
EDISON INTERNATIONAL, a California corporation
By:
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
EIX Trust I, a Delaware business trust
By:
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Name: Xxxx X. Xxxxxxx
Title: Regular Trustee