NOTE PURCHASE AGREEMENT
This Note Purchase Agreement (this "Agreement"), dated as of October 29,
1999, is made by and between Edison International, a California corporation (the
"Company"), and EIX Trust II, 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. 2, dated as of
October 29, 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 October 29, 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 Second 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 $355,670,200 in aggregate principal amount of
8.60% Subordinated Deferrable Interest Notes, Series B due October 29, 2029 (the
"Series B 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 B
QUIDS in the aggregate principal amount of $309,278,400. 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 B QUIDS in the additional
aggregate principal amount (the "Over-allotment Principal Amount") equal to the
aggregate Liquidation Amount of the Preferred Securities and Common Securities
issued by the Trust on the
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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 $46,391,800.
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 B QUIDS in the principal amount of
$309,278,400 and (ii) on the Second Closing Date, the Series B QUIDS in the
principal amount equal to the Over-allotment Principal Amount. As compensation
for the Series B QUIDS purchased on the Closing Date, the Company shall receive
from the Trust (y) 371,136 Common Securities of the Trust, plus (z) 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 B
QUIDS purchased on the Second Closing Date, the Company shall receive from the
Trust (A) the Common Securities of the Trust issued on the Second Closing Date
and (B) the net proceeds to the Trust from the sale of the Preferred Securities
pursuant to the Underwriting Agreement on the Second Closing Date.
b. Delivery.
Delivery of, and payment of the purchase price for the Series B 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 B 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 B QUIDS to be sold hereunder on such date.
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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 II
c/o Edison International
0000 Xxxxxx Xxxxx Xxxxxx
(X.X. Xxx 000)
Xxxxxxxx, XX 00000
Facsimile: (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
Facsimile: (000) 000-0000/8178
Telephone: (000) 000-0000
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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 B 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.
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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: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
EIX Trust II, a Delaware business trust
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Regular Trustee