AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of October 29, 1999 between Edison International, a
California corporation, and EIX Trust II, a Delaware business trust (the
"Trust"). Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Trust Agreement (as defined below).
WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Notes from Edison International and to issue and
sell 8.60% Cumulative Quarterly Income Preferred Securities, Series B (the
"Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of the
Trust dated as of October 29, 1999, as the same may be amended from time to time
(the "Trust Agreement");
WHEREAS, Edison International will directly or indirectly own all of the
Common Securities of the Trust and will issue the Notes;
NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Edison International hereby agrees shall
benefit Edison International and which purchase Edison International
acknowledges will be made in reliance upon the execution and delivery of this
Agreement, Edison International and the Trust hereby agree as follows:
ARTICLE I
SECTION 1.1. Guarantee by Edison International
Subject to the terms and conditions hereof, Edison International hereby
irrevocably and unconditionally guarantees to each person or entity to whom the
Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the
full payment, when and as due, of any and all Obligations (as hereinafter
defined) to such Beneficiaries. As used herein, "Obligations" means any costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.
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SECTION 1.2. Term of Agreement.
This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon redemption,
liquidation, exchange or otherwise) and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Securities or any Beneficiary must restore payment of any
sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated as of the date hereof between Edison International and
The Chase Manhattan Bank, as guarantee trustee, or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.
SECTION 1.3. Waiver of Notice.
Edison International hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and Edison International
hereby waives presentment, demand for payment, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.
SECTION 1.4. No Impairment.
The obligations, covenants, agreements and duties of Edison International
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:
(a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;
(b) any failure, omission, delay or lack of diligence on the part of the
Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or
(c) the voluntary or involuntary liquidation, dissolution, sale of any
collateral, receivership, insolvency, bankruptcy, assignment for the benefit of
creditors, reorganization, arrangement, composition or readjustment of debt of,
or other similar proceedings affecting, the Trust or any of the assets of the
Trust.
There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, Edison International with respect to the happening of any
of the foregoing.
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SECTION 1.5. Enforcement.
A Beneficiary may enforce this Agreement directly against Edison
International and Edison International waives any right or remedy to require
that any action be brought against the Trust or any other person or entity
before proceeding against Edison International.
SECTION 1.6. Subrogation.
Edison International shall be subrogated to all (if any) rights of any
Beneficiary against the Trust, in respect of any amounts paid to the
Beneficiaries by Edison International under this Agreement; provided, however,
that Edison International shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any rights which it may
acquire against the Trust by way of subrogation or any indemnity, reimbursement
or other agreement, in all cases as a result of payment under this Agreement,
if, at the time of any such payment, any amounts are due and unpaid under this
Agreement.
ARTICLE II
SECTION 2.1. Binding Effect.
All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of Edison
International and shall inure to the benefit of the Beneficiaries.
SECTION 2.2. Amendment.
So long as there remains any Beneficiary or any Preferred Securities of any
series are outstanding, this Agreement shall not be modified or amended in any
manner adverse to such Beneficiary or to the holders of the Preferred
Securities.
SECTION 2.3. Notices.
Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail) or by first class mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of a confirmation, if sent by facsimile):
EIX Trust II
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: 000-000-0000
Attention: Corporate Governance
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Edison International
0000 Xxxxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile No.: 000-000-0000
Attention: Corporate Secretary
SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
THIS AGREEMENT is executed as of the day and year first above written.
EDISON INTERNATIONAL
By: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
EIX TRUST II
By: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Regular Trustee
