THE MISSION GROUP
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT
This amendment is entered into as of September 10, 1996 for the purpose of amending and restating the
Tax Allocation Agreement dated November 1, 1987 and restated May 1, 1995 (as so amended and restated, being
referred to herein as this "Agreement"), by and between The Mission Group, a California corporation ("Mission
Group"), and its wholly-owned subsidiaries, Edison Capital, Edison EV, Edison Mission Energy, Edison Source,
Edison Spectrum and Mission Land Company (the "First Tier Subsidiaries").
RECITALS
X. Xxxxxx International, a California corporation, which is the corporate parent of Mission Group, has
entered into an Amended and Restated Agreement for the Allocation of Income Tax Liabilities and Benefits
(the "Master Agreement") dated as of September 10, 1996, with Southern California Edison Company ("SCE")
and Mission Group providing, among other things, for an equitable allocation among Edison International
("Parent"), SCE and Mission Group of tax benefits and tax liabilities reflected in or resulting from the
filing of consolidated or combined income or franchise tax returns.
B. Pursuant to the Master Agreement, Mission Group makes payments to and receives payments from Parent from
time to time reflecting tax liabilities and benefits realized by the corporate group arising from net
operating income and losses, net capital gains and losses, and credits against tax, attributable to
Mission Group and the First Tier Subsidiaries and their respective subsidiaries (collectively, the
"Subsidiaries").
C. The parties desire to provide for the continued payment by Mission Group to each of the First Tier
Subsidiaries or from each of the First Tier Subsidiaries to Mission Group, as the case may be, of the
respective Separate Tax Benefit or Separate Tax Liability of each of the Subsidiaries, calculated in
accordance with the Master Agreement. Terms used and not defined herein have the meanings given them in
the Master Agreement.
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 that
this Agreement is amended in its entirety to read as provided in the heading and recitals hereto, as provided in
this paragraph, and as follows:
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1. Tax Liability and Benefit Payments. For each taxable period to which the Master Agreement is
applicable, Mission Group shall utilize the calculation made by Parent under the Master Agreement of the
amount of the Separate Tax Liability or Separate Tax Benefit (as such terms are defined in the Master
Agreement) of each of the Subsidiaries. On each date that any payment under the Master Agreement is to
be made or received by Mission Group (or would have been made or received if an amount had been owed or
receivable), (a) Edison Capital shall pay to Mission Group an amount equal to the aggregate of the
Separate Tax Liabilities of Edison Capital and of each Subsidiary which is owned directly or indirectly
by Edison Capital for such taxable period (without deducting, with respect to any such member, the
amount of any Separate Tax Benefit of any other member) and (b) Mission Group shall pay to Edison
Capital an amount equal to the aggregate of the Separate Tax Benefits of Edison Capital and of each
Subsidiary which is owned directly or indirectly by Edison Capital (without deducting, with respect to
any such member, the amount of any Separate Tax Liability of any other member).
On each date that any payment under the Master Agreement is to be made or received by Mission Group (or
would have been made or received if an amount had been owed or receivable), each of the First Tier
Subsidiaries (other than Edison Capital) shall pay to Mission Group the amount by which (a) the
aggregate of the Separate Tax Liability of such First Tier Subsidiary, if it has a Separate Tax
Liability, and the Separate Tax Liabilities of each of the Subsidiaries which is owned directly or
indirectly by such First Tier Subsidiary ("Lower Tier Subsidiaries") and which has a Separate Tax
Liability, exceeds (b) the aggregate of the Separate Tax Benefit of such First Tier Subsidiary, if it
has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which
has a Separate Tax Benefit. If, for any such taxable period, (a) the aggregate of the Separate Tax
Benefit of a First Tier Subsidiary (other than Edison Capital), if it has a Separate Tax Benefit, and
the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit
exceeds (b) the aggregate of the Separate Tax Liability of such First Tier Subsidiary, if has a Separate
Tax Liability, and the Separate Tax Liabilities of each of its Lower Tier Subsidiaries which has a
Separate Tax Liability, Mission Group shall pay to such First Tier Subsidiary an amount equal to such
excess.
All payments either by Mission Group or by any First Tier Subsidiary shall be made without setoff,
counterclaim or deduction of any kind whatsoever, and whether or not payment is due or has been received
from Parent under the Master Agreement. Mission Group shall give notice to each of the First Tier
Subsidiaries immediately after receipt of each invoice described in Section 4 of the Master Agreement,
which notice shall state the date and amount of each payment to be made by Mission Group or the First
Tier Subsidiary, as the case may be. Each of the First Tier Subsidiaries shall provide (or cause to be
provided) to Parent on a monthly basis, or upon demand as necessary, all
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relevant information necessary to calculate federal and state tax liabilities and payments for itself and
its Subsidiaries.
2. Reconciliation of Tax Liability. Upon receipt of each invoice provided for in Section 5 of the Master
Agreement, relating to reconciliation of quarterly estimated tax payments against the Consolidated
Returns, Mission Group shall forthwith determine and notify each of the First Tier Subsidiaries of the
effect, if any, of such reconciliation on the payments made to or received from such First Tier
Subsidiary. Each First Tier Subsidiary shall pay to Mission Group any additional tax liability due, or
receive payment from Mission Group for any overpayment, on the same date that Mission Group makes or
receives any payments under Section 5 of the Master Agreement.
3. Adjustments to Tax Liability. If any adjustments are made to the income, gains, losses, deductions or
credits pertaining to the Subsidiaries, as reported in a Consolidated Return filed by Parent, by reason
of the filing of an amended return or claim for refund, or arising out of an audit of such Consolidated
Return by the Internal Revenue Service or applicable state agency, then the Separate Tax Liability or
the Separate Tax Benefit of the Subsidiaries shall be redetermined to give effect to any such adjustment
as if it had been made as part of the filed Consolidated Return. If any interest or penalty is to be
paid or interest received as a result of a tax deficiency or refund, such interest or penalty shall be
allocated in accordance with the item(s) giving rise to such interest or penalty. Mission Group agrees
to exercise its contest rights under the Master Agreement on behalf of any First Tier Subsidiary and the
reasonable costs so incurred by Mission Group shall be allocated upon such basis as is mutually agreed
to by Mission Group and such First Tier Subsidiary in advance of such contest. If, as a result of such
redetermination, any amounts due to Mission Group or any of the First Tier Subsidiaries under this
Agreement, as the case may be, shall exceed the amounts previously paid to such party, then payment of
such excess shall be made by the appropriate party, as the case may be, on the earliest date on which
(i) Parent shall pay, or be deemed to have paid, any additional taxes resulting from any such
adjustment; (ii) Parent shall receive, or be deemed to have received, a refund of taxes resulting from
any such adjustment; or (iii) such adjustment shall become final; any payment between Mission Group and
any of the First Tier Subsidiaries pursuant to (i) or (ii) above, however, shall not become final until
the adjustment with respect to which the redetermination was made becomes final. For purposes of this
Section 3, an adjustment shall become final at the time of the expiration of the applicable statute of
limitations with respect to the taxable period to which such adjustment relates, or, if such adjustment
was made pursuant to a decision of a court, at the time such decision shall become final.
4. Carryovers and Carrybacks. If, for any taxable period ending on or after December 31, 1986, any of the
Subsidiaries have Net Losses which, under the applicable tax codes may be carried over or carried back
to any taxable period in
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which Parent filed, or reasonably anticipates that it will file, a Consolidated Return which includes such
Subsidiary, and such Net Losses give rise to a reduction in the tax liability of the Consolidated Group
that would not have arisen if such Subsidiary were excluded from the Consolidated Group for any such
taxable period, Mission Group shall pay to the applicable First Tier Subsidiary an amount equal to the
actual reduction in the tax liability of the Consolidated Group for the taxable period to which such Net
Losses may be carried, which is attributable to such carryover or carryback. Payment of such amount
shall be made by Mission Group (i) in the case of a carryover, on or before the later of (a) the 15th
day of the third month after the end of the taxable period with respect to which the tax liability of
the Consolidated Group was reduced and (b) the date on which such reduction in tax liability is finally
determined, which shall be not later than 90 days after the Consolidated Return for such taxable period
is filed; and (ii) in the case of a carryback, when the Consolidated Group shall receive, or be deemed
to receive, the refund attributable to such carryback.
5. Priority of Tax Benefits. Notwithstanding anything to the contrary in this Agreement or the Master
Agreement, payment by Mission Group to the First Tier Subsidiaries for Separate Tax Benefits shall be
made (i) first to Edison Capital for any Separate Tax Benefits of Edison Capital and its Lower Tier
Subsidiaries and (ii) then to each of the other First Tier Subsidiaries in the ratio that the Separate
Tax Benefits of each of the other First Tier Subsidiaries and its Lower Tier Subsidiaries bears to the
total of the aggregate Separate Tax Benefits of all Subsidiaries.
6. Termination. Except with respect to Edison Capital, this Agreement may be terminated or modified by
Mission Group with respect to any tax year and all subsequent tax years by written notice given to the
First Tier Subsidiaries prior to the first day of the first tax year with respect to which such
termination is to be effective. With respect to Edison Capital, this Agreement shall not be terminated
or modified to the detriment of Edison Capital and its Lower Tier Subsidiaries as long as the Edison
Funding Company Revolving Credit Agreement dated as of June 13, 1995 (or a successor agreement) is in
effect or there are notes outstanding under the Edison Funding Company Medium-Term Notes, Series A. Any
termination shall not relieve any party of any obligation arising under this Agreement with respect to
any tax year commencing prior to the giving of such notice.
7. Successors and Beneficiaries. This Agreement may not be assigned, pledged, transferred or hypothecated
by any of the Subsidiaries without the express written consent of Mission Group. This Agreement may be
assigned to or assumed by any successor in interest of Mission Group or any person to whom all the
common stock of the Subsidiaries is transferred. The parties acknowledge that Parent became the parent
holding company of SCE and Mission Group effective July 1, 1988, at which time Parent entered into the
Master Agreement and assumed SCE's obligations to Mission Group under a
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prior agreement for the allocation of income tax liabilities and benefits, as provided in Section 8.6 of the
Master Agreement. References in this Agreement to "Parent" shall be deemed to refer to SCE with respect
to periods prior to July 1, 1988.
8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
9. Additional First Tier Subsidiaries. Any other wholly-owned first tier Mission Group subsidiary may be
added to this Agreement as a First Tier Subsidiary at any time by addendum executed by Mission Group and
the subsidiary. The addendum must provide such subsidiary will be bound by the terms of the Agreement.
Mission Group shall provide a copy of the addendum to all other First Tier Subsidiaries.
IN WITNESS WHEREOF, the parties have executed this Agreement by their respective officers thereunto duly
authorized as of the date first above written.
THE MISSION GROUP EDISON CAPITAL
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxx X. XxXxxxxx
EDISON XX XXXXXX MISSION ENERGY
By: /s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
EDISON SOURCE EDISON SPECTRUM
By: /s/ C. Xxxx Xxxxxx By: /s/ C. Xxxx Xxxxxx
MISSION LAND COMPANY
By: /s/ Xxxxxx X. XxXxxxxx
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ADDENDUM A TO
THE MISSION GROUP
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT
This Addendum A to The Mission Group Amended and Restated Tax Allocation Agreement dated September 10,
1996 (the "Mission Group Agreement"), is effective April 30, 1998.
RECITALS
WHEREAS, Edison International, a California corporation, which is the corporate parent of The Mission
Group ("Mission Group"), has entered into an Amended and Restated Agreement for the Allocation of Income Tax
Liabilities and Benefits (the "Master Agreement") dated as of September 10, 1996, with Southern California Edison
Company ("SCE") and Mission Group providing, among other things, for an equitable allocation among Edison
International ("Parent"), SCE and Mission Group of tax benefits and tax liabilities reflected in or resulting
from the filing of consolidated or combined income or franchise tax returns;
WHEREAS, pursuant to the Master Agreement, Mission Group makes payments to and receives payments from
Parent from time to time reflecting tax liabilities and benefits realized by the corporate group arising from net
operating income and losses, net capital gains and losses, and credits against tax, attributable to Mission
Group, its first tier subsidiaries (the "First Tier Subsidiaries") and their respective subsidiaries
(collectively, the "Subsidiaries");
WHEREAS, the Mission Group Agreement provides for the continued payment by Mission Group to each of the
First Tier Subsidiaries or from each of the First Tier Subsidiaries to Mission Group, as the case may be, of the
respective Separate Tax Benefit or Separate Tax Liability of each of the Subsidiaries, calculated in accordance
with the Master Agreement;
WHEREAS, the Mission Group Agreement provides that any other wholly-owned first tier subsidiary of
Mission Group may be added to the Mission Group Agreement as a First Tier Subsidiary at any time by addendum
executed by Mission Group and the first tier subsidiary;
WHEREAS, Edison Enterprises has been incorporated as a first tier subsidiary of Mission Group and as the
parent of Edison EV, Edison Source and Edison Select (successor to Edison Spectrum) so they are no longer first
tier subsidiaries of Mission Group;
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WHEREAS, it is deemed appropriate for Edison Enterprises to be substituted in place of its subsidiaries
under the Mission Group Agreement;
NOW, THEREFORE, the parties executing this Addendum A agree to the substitution of Edison Enterprises
under the Mission Group Agreement in place of Edison EV, Edison Source and Edison Select, and Edison Enterprises
hereby agrees to be bound by the terms and conditions of the Mission Group Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum A by their respective officers thereunto
duly authorized as of the effective date written above.
THE MISSION GROUP EDISON ENTERPRISES
By: /s/ Xxxxxx X. XxXxxxxx By: /s/ Xxxxxxx X. Xxxxxx
EDISON XX XXXXXX SOURCE
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
EDISON SELECT (SUCCESSOR TO EDISON SPECTRUM)
By: /s/ Xxxxxxx X. Xxxxxx
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ADDENDUM B TO
THE MISSION GROUP
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT
This Addendum B to The Mission Group Amended and Restated Tax Allocation Agreement, dated as of
September 10, 1996 (the "Mission Group Agreement"), is effective July 2, 2001.
RECITALS
WHEREAS, Edison International, a California corporation, which is the corporate parent of The Mission
Group ("Mission Group"), has entered into an Amended and Restated Agreement for the Allocation of Income Tax
Liabilities and Benefits (the "Master Agreement"), dated as of September 10, 1996, with Southern California
Edison Company ("SCE") and Mission Group providing, among other things, for an equitable allocation among Edison
International ("Parent"), SCE and Mission Group of tax benefits and tax liabilities reflected in or resulting
from the filing of consolidated or combined income or franchise tax returns (capitalized terms not otherwise
defined herein have the meanings given them in the Master Agreement);
WHEREAS, pursuant to the Master Agreement, Mission Group makes payments to and receives payments from
Parent from time to time reflecting tax liabilities and benefits realized by the corporate group arising from net
operating income and losses, net capital gains and losses, and credits against tax, attributable to Mission
Group, its first tier subsidiaries (the "First Tier Subsidiaries") and their respective subsidiaries
(collectively, the "Subsidiaries");
WHEREAS, the Mission Group Agreement provides for the continued payment by Mission Group to each of the
First Tier Subsidiaries or from each of the First Tier Subsidiaries to Mission Group, as the case may be, of the
respective Separate Tax Benefit or Separate Tax Liability of each of the Subsidiaries, calculated in accordance
with the Master Agreement;
WHEREAS, the Mission Group Agreement provides that any other wholly-owned first tier subsidiary of
Mission Group may be added to the Mission Group Agreement as a First Tier Subsidiary at any time by addendum
executed by Mission Group and the first tier subsidiary;
WHEREAS, Mission Energy Holding Company has been incorporated and Mission Group has contributed all of
the capital stock of Edison Mission Energy to Mission Energy Holding Company in exchange for all the capital
stock of Mission Energy Holding Company, so that Mission Energy Holding Company has become a first
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tier subsidiary of Mission Group and Edison Mission Energy is no longer a first tier subsidiary of Mission Group;
and
WHEREAS, it is deemed appropriate for Mission Energy Holding Company to be substituted in place of
Edison Mission Energy in the Mission Group Agreement;
AGREEMENT
NOW, THEREFORE, the parties executing this Addendum B hereby agree that (a) Mission Energy Holding
Company shall be substituted under the Mission Group Agreement in place of Edison Mission Energy as a First Tier
Subsidiary, (b) Mission Energy Holding Company shall be bound by the terms and conditions of the Mission Group
Agreement as a First Tier Subsidiary, and (c) Edison Mission Energy shall be a Subsidiary for purposes of the
Mission Group Agreement.
IN WITNESS WHEREOF, the parties have executed this Addendum B by their respective officers thereunto
duly authorized as of the effective date written above.
THE MISSION GROUP EDISON MISSION ENERGY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxx X. Xxxxxx
MISSION ENERGY HOLDING COMPANY
By: /s/ Xxxxxxxx X. Xxxxxx, Xx.
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ADDENDUM C TO
THE MISSION GROUP
AMENDED AND RESTATED TAX ALLOCATION AGREEMENT
This Addendum C to The Mission Group Amended and Restated Tax Allocation Agreement, dated as of
September 10, 1996 (the "Mission Group Agreement"), is effective July 2, 2001.
RECITALS
WHEREAS, Edison International, a California corporation, which is the corporate parent of The Mission
Group ("Mission Group"), has entered into an Amended and Restated Agreement for the Allocation of Income Tax
Liabilities and Benefits (the "Master Agreement"), dated as of September 10, 1996, with Southern California
Edison Company ("SCE") and Mission Group providing, among other things, for an equitable allocation among Edison
International ("Parent"), SCE and Mission Group of tax benefits and tax liabilities reflected in or resulting
from the filing of consolidated or combined income or franchise tax returns (capitalized terms not otherwise
defined herein have the meanings given them in the Master Agreement);
WHEREAS, pursuant to the Master Agreement, Mission Group makes payments to and receives payments from
Parent from time to time reflecting tax liabilities and benefits realized by the corporate group arising from net
operating income and losses, net capital gains and losses, and credits against tax, attributable to Mission
Group, its first tier subsidiaries (the "First Tier Subsidiaries") and their respective subsidiaries
(collectively, the "Subsidiaries");
WHEREAS, the Mission Group Agreement provides for the continued payment by Mission Group to each of the
First Tier Subsidiaries or from each of the First Tier Subsidiaries to Mission Group, as the case may be, of the
respective Separate Tax Benefit or Separate Tax Liability of each of the Subsidiaries, calculated in accordance
with the Master Agreement;
WHEREAS, the Mission Group Agreement provides that any other wholly-owned first tier subsidiary of
Mission Group may be added to the Mission Group Agreement as a First Tier Subsidiary at any time by addendum
executed by Mission Group and the first tier subsidiary; and
WHEREAS, Edison O&M Services has been incorporated as a wholly-owned first tier subsidiary of Mission
Group and it is deemed appropriate that Edison O&M Services be added to the Mission Group Agreement;
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AGREEMENT
NOW, THEREFORE, the parties executing this Addendum C hereby agree that (a) Edison O&M Services is added
to the Mission Group Agreement as a First Tier Subsidiary, and (b) Edison O&M Services shall be bound by the
terms and conditions of the Mission Group Agreement as a First Tier Subsidiary.
IN WITNESS WHEREOF, the parties have executed this Addendum C by their respective officers thereunto
duly authorized as of the effective date written above.
THE MISSION GROUP EDISON O&M SERVICES
By: /s/ Xxxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
