AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of September 16, 1999 to the
Rights Agreement, dated as of November 21, 1996 (the "Rights Agreement"), by and
between Edison International, a California company (the "Company"), and Xxxxxx
Trust Company of California, as Rights Agent (the "Rights Agent").
RECITALS
A. The Company and the Rights Agent have heretofore executed and entered
into the Rights Agreement.
B. Pursuant to Section 26 of the Rights Agreement and subject to the terms
thereof, the Company and the Rights Agent may from time to time supplement and
amend the Rights Agreement.
C. The Board of Directors of the Company has determined that it is in the
best interests of the Company and the Company's shareholders to make certain
amendments to the Rights Agreement, and the Company and the Rights Agent desire
to evidence such amendments in writing.
D. All acts and things necessary to make this Amendment a valid agreement,
enforceable according to its terms, have been done and performed, and the
execution and delivery of this Amendment by the Company and the Rights Agent
have been in all respects duly authorized by the Company and the Rights Agent.
AGREEMENT
Accordingly, in consideration of the premises and the mutual agreements
herein set forth, the parties hereby agree as follows:
Section 1. Certain Definitions. For purposes of this Rights Agreement, the
definition of "Acquiring Person" is hereby deleted and replaced in its entirety
with the following:
"Acquiring Person" shall mean any Person who or which, alone or together
with all Affiliates and Associates of such Person, shall be the Beneficial Owner
of more than 20% of the Common Shares then outstanding, but shall not include
(a) the Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any of its Subsidiaries, or any Person holding Common Shares for
or pursuant to the terms of any such employee benefit plan or (b) any such
Person who has become such a Beneficial Owner solely because (i) of a change in
the aggregate number of Common Shares outstanding since the last date on which
such Person acquired Beneficial Ownership of any Common Shares or (ii) (A) it
acquired such Beneficial Ownership in the good faith belief that such
acquisition would not (x) cause such Beneficial Ownership to exceed 20% of the
Common Shares then outstanding and such Person relied in good faith in computing
the percentage of its Beneficial Ownership on publicly filed reports or
documents of the Company which are inaccurate or out-of-date or (y) otherwise
cause a Distribution Date or the adjustment provided for in Section 11(a) to
occur, or (B) it otherwise inadvertently acquired such Beneficial Ownership.
Notwithstanding clause (b) of the prior sentence, if any Person that is not an
Acquiring Person due to such clause (b) does not reduce its percentage of
Beneficial Ownership of Common Shares to 20% or less by the Close of Business on
the fifth Business Day after notice from the Company (the date of notice being
the first day) that such Person's Beneficial Ownership of Common Shares so
exceeds 20%, such Person shall, at the end of such five Business Day period,
become an Acquiring Person (and such clause (b) shall no longer apply to such
Person). For purposes of this definition, the determination whether any Person
acted in "good faith" or "inadvertently" shall be conclusively determined by the
Board of Directors of the Company.
2. Amendment of Section 24(a). Section 24(a) of the Rights Agreement is
deleted and replaced in its entirety with the following:
(a) The Board of Directors of the Company may, at its option, at any time prior
to the earlier of (i) such time as a Person becomes an Acquiring Person and
(ii) the Expiration Date, order the redemption of all, but not fewer than
all, of the then outstanding Rights at the Redemption Price (the date of
such redemption being the "Redemption Date"), if a majority of the
directors then in office determines that such redemption is, in their
judgment, in the best interests of the Company and its stockholders and the
Company, at its option, may pay the Redemption Price either in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors of the Company, in the exercise of its sole discretion, to be at
least equivalent in value to the Redemption Price.
3. Amendment of Section 26. Section 26 of the Rights Agreement is hereby
deleted and replaced in its entirety with the following:
At any time prior to the Distribution Date and subject to the penultimate
sentence of this Section 26, the Company may, and the Rights Agent shall if
the Company so directs, supplement or amend any provision of this Rights
Agreement without the approval of any holder of the Rights. Without
limiting the foregoing, the Company may, at any time prior to the
Distribution Date and subject to the penultimate sentence of this Section
26, without the approval of any holder of the Rights, change the time
during which the Rights may be redeemed pursuant to Section 24, change any
provision of the Certificate of Determination, and/or lower the threshold
set forth in the definition of Acquiring Person in Section 1 and the
threshold set forth in Section 3(b) to not less than the greater of (i) any
percentage greater than the largest percentage of the Common Shares then
outstanding known by the Company to be beneficially owned by any Person
(other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any of its Subsidiaries, or any Person
holding Common Shares for or pursuant to the terms of any such employee
benefit plan) and (ii) 10%. From and after the Distribution Date and
subject to applicable law, the Company may, and the Rights Agent shall if
the Company so directs, amend this Rights Agreement without the approval of
any holders of Right Certificates (i) to cure any ambiguity or to correct
or supplement any provision contained herein which may be defective or
inconsistent with any other provision of this Rights Agreement or (ii) to
make any other provisions in regard to matters or questions arising
hereunder which the Company may deem necessary or desirable and which shall
not adversely affect the interests of the holders of Right Certificates
(other than an Acquiring Person or an Affiliate or Associate of an
Acquiring Person) or the rights or duties of the Rights Agent. Any
supplement or amendment adopted during any period after any Person has
become an Acquiring Person but prior to the Distribution Date shall be null
and void unless such supplement or amendment could have been adopted under
the prior sentence from and after the Distribution Date. Any supplement or
amendment to this Rights Agreement duly approved by the Company that does
not amend Sections 19, 20, 21 or 22 in a manner adverse to the Rights Agent
shall become effective immediately upon execution by the Company, whether
or not also executed by the Rights Agent. Notwithstanding anything to the
contrary contained in this Rights Agreement, no supplement or amendment to
this Rights Agreement shall be made which (a) reduces the Redemption Price
(except as required by Section 12(a)) or (b) provides for an earlier
Expiration Date. The Rights Agent shall have no duty to inquire into any
amendment or supplement made pursuant to this Section and shall be fully
protected in following the Company's direction to execute the amendment.
4. Amendment of Exhibit B to the Rights Agreement, "Form of Right
Certificate". The sixth paragraph of Exhibit B (not including the introductory
legend) is hereby deleted and replaced in its entirety with the following:
Subject to the provisions of the Rights Agreement, the Rights evidenced by
this Right Certificate may be redeemed by the Company at its option at a
redemption price (in cash or shares of Common Stock or other securities of
the Company deemed by the Board of Directors to be at least equivalent in
value) of $.001 per Right (which amount shall be subject to adjustment as
provided in the Rights Agreement) at any time prior to the earlier of (i)
such time as a Person becomes an Acquiring Person and (ii) the Expiration
Date.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and attested, all as of the date and year first above written.
Edison International
By: Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial Officer
Xxxxxx Trust Company of California,
as Rights Agent
By: Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Assistant Vice President