-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MkJ5Pbln0ltrH0a4W43FY/nedQeIrpkOcaWhH/ak2kx0mBgfrcNQoz/FBz9bNx8I HSwiH+2vRb9DXNGfKc4mGA== /in/edgar/work/0000827052-00-000098/0000827052-00-000098.txt : 20001109 0000827052-00-000098.hdr.sgml : 20001109 ACCESSION NUMBER: 0000827052-00-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001103 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON INTERNATIONAL CENTRAL INDEX KEY: 0000827052 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 954137452 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09936 FILM NUMBER: 755102 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 369 STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 6263022222 MAIL ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 369 STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 FORMER COMPANY: FORMER CONFORMED NAME: SCECORP DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt NONE SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2000 EDISON INTERNATIONAL (Exact name of registrant as specified in its charter) CALIFORNIA 001-9936 95-4137452 (State or other jurisdiction of (Commission file (I.R.S. employer incorporation or organization) number) identification no.) 2244 Walnut Grove Avenue (P.O. Box 800) Rosemead, California 91770 (Address of principal executive offices, including zip code) 626-302-2222 (Registrant's telephone number, including area code) Items 1 through 4, 6, 8 and 9 are not included because they are inapplicable. Item 5. Other Events On November 3, 2000, Edison International agreed to sell $350,000,000 aggregate principal amount of its Floating Rate Notes due 2001 ("Notes"). For further information concerning the Notes, refer to the exhibits furnished with this Current Report on Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits Exhibit Number Description - ------- ----------- 1 Underwriting Agreement dated November 3, 2000 4.1 Form of Supplemental Indenture No. 3 dated November 8, 2000 4.2 Form of Floating Rate Note Due 2001 (Exhibit A to Exhibit 4.1) 5 Opinion of Counsel 12 Statement re Computation of Ratio of Earnings to Fixed Charges 23 Consent of Gibson, Dunn & Crutcher LLP SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EDISON INTERNATIONAL (Registrant) MARY C. SIMPSON ------------------------------------------- MARY C. SIMPSON Assistant Treasurer November 8, 2000 EX-1 2 0002.txt NONE EDISON INTERNATIONAL UNDERWRITING AGREEMENT DEBT SECURITIES To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Edison International, a California corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters") for whom you are acting as representatives (the "Representatives"), the principal amount of its securities identified in Schedule I hereto (the "Securities"). The Securities will be issued under an indenture, dated as of September 28, 1999, as amended and supplemented (the "Indenture"), between the Company and The Bank of New York, as successor to Harris Trust and Savings Bank (the "Trustee"). If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter that, as of the date of the Preliminary Final Prospectus (as defined below), the date hereof, the date the Final Prospectus (as defined below) is filed with the Commission, and the Closing Date: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933 (the "Act") and has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form (the file numbers of which are set forth in Schedule I hereto), which has become effective, for the registration under the Act of the offer and sale of securities including the Securities. Such registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies in all other material respects with said Rule. The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act an amendment and supplement to the form of prospectus included in such registration statement relating to the Securities and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Company to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, together are hereinafter called the "Registration Statement"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Basic Prospectus"; and such supplemented form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including the Basic Prospectus as so amended and supplemented) is hereinafter called the "Final Prospectus." Any preliminary form of the Final Prospectus which has heretofore been filed pursuant to Rule 424(b) is hereinafter called the "Preliminary Final Prospectus." Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934 (the "Exchange Act") on or before the date of this 1 Agreement, or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. (b) As of the date hereof, on the date of the Preliminary Final Prospectus, when the Final Prospectus is first filed pursuant to Rule 424(b) under the Act, when, prior to the Closing Date (as hereinafter defined), any amendment to the Registration Statement becomes effective (including the filing of any document incorporated by reference in the Registration Statement), when any supplement to the Final Prospectus is filed with the Commission and at the Closing Date, (i) the Registration Statement, as amended as of any such time, and the Final Prospectus, as amended or supplemented as of any such time, and the Indenture will comply in all material respects with the applicable requirements of the Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the Exchange Act and the respective rules thereunder and (ii) neither the Registration Statement, as amended as of any such time, nor the Final Prospectus, as amended or supplemented as of any such time, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that the Company makes no representations or warranties as to (x) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (y) the information contained in or omitted from the Registration Statement or the Final Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation of the Registration Statement and the Final Prospectus. For purposes of Section 1(b)(y), the Company acknowledges that the table of Underwriters and principal amounts and the statements set forth in the second and fourth paragraphs under the heading "Underwriting" and the third sentence of the third paragraph under the heading "Underwriting" in the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters. (c) The Company and its subsidiaries taken as a whole has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Final Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Final Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Final Prospectus, there has not been any material change in the capital stock or long-term debt of the Company and its subsidiaries taken as a whole or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Final Prospectus. (d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority 2 (corporate and other) to own its properties and conduct its business as described in the Final Prospectus. (e) The Company has an authorized capitalization as set forth in the Final Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. (f) Each of Southern California Edison Company, Edison Mission Energy and Edison Capital (the "Significant Subsidiaries") has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has power and authority (corporate and other) to own, lease and operate its properties and to conduct its business as described in the Final Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of ownership or leasing of property or the conduct of business, except where the failure so to qualify or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries taken as a whole; and all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and all such shares owned by the Company, directly or through subsidiaries, are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or security. (g) The Indenture has been duly authorized and duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law); and the Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture. (h) The issuance by the Company of the Securities, the compliance by the Company with all of the provisions of this Agreement, the Securities and the Indenture, and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Articles of Incorporation or By-Laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, the Securities or the Indenture, except (i) such as have been, or will have been, prior to the Closing Date, obtained under the Act or the Trust Indenture Act and 3 (ii) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the issuance and sale by the Company of the Securities. (i) Other than as set forth in the Final Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any of their properties is the subject, which, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (j) Neither the Company nor any of its subsidiaries is in violation of its charter or by-laws (or similar constitutional documents), or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, other than any such default that would not, individually or in the aggregate, have a material adverse effect on or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries taken as a whole. (k) The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, except where the failure to possess such certificates, authorities or permits, individually or in the aggregate, would not have a material adverse effect on the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries taken as a whole; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the condition, financial or otherwise, or the earnings or business affairs of the Company and its subsidiaries taken as a whole. (l) The financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and Final Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as stated therein, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis. (m) The statements set forth in (i) the Basic Prospectus under the captions "Description of Securities" and "Description of Debt Securities," and (ii) in the Final Prospectus as amended or supplemented under the caption "Description of the Notes," insofar as they constitute a summary of the terms of the Securities and the Indenture and (x) in the Basic Prospectus under the caption "Plan of Distribution" and (y) in the Final Prospectus as amended or supplemented under the caption "Underwriting," insofar as they purport to describe the 4 provisions of the laws and documents referred to therein, in each case are accurate, complete and fair in all material respects. (n) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended. (o) Arthur Andersen LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto. 3. Delivery and Payment. Delivery of certificates for the Securities shall be made to the nominee of The Depository Trust Company, New York, New York, on the date and at the time specified in Schedule I hereto and payment for the Securities shall be made at the office, on the date, and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the nominee of The Depository Trust Company for the respective accounts of the several Underwriters against payment to the Company of the purchase price therefor in the funds specified in Schedule I hereto. Certificates for the Securities shall be registered in such names and in such denominations as the Representatives may request not less than one full business day in advance of the Closing Date. The Company agrees to have certificates representing the Securities available for inspection, checking and packaging by the Representatives not later than 3:00 PM, New York time, on the business day prior to the Closing Date. All references herein to "certificates" shall mean one or more global securities registered in the name of The Depository Trust Company or its nominee. 4. Agreements. The Company agrees with the several Underwriters that: (a) Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or amendment or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be filed with the Commission in accordance with the requirements of Rule 424(b) and will notify the Representatives of such filing. The Company will promptly advise the Representatives (i) when the Final Prospectus shall have been filed with the Commission pursuant to Rule 424(b), (ii) when any amendment to the Registration Statement relating to the Securities shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the 5 institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i) notify the Representative of such an event, and (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance. (c) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. The Company will pay the expenses of printing all documents relating to the offering. (e) The Company agrees to use its best efforts to qualify the Securities and to assist in the qualification of the Securities by or on behalf of the Representatives or of any of one or more of the several Underwriters for sale under the laws of such States as the Representatives may designate, to maintain such qualifications in effect so long as required for the distribution of the Securities and to assist in the determination of the legality of the Securities for purchase by institutional investors under the laws of such States as the Representatives may designate; provided that the Company shall not be required to qualify as a foreign corporation in any State, or to consent to service of process in any State other than with respect to claims arising out of the offering or sale of the Securities. (f) Until the business day following the Closing Date, the Company will not, without the consent of the Representatives, offer, sell or contract to sell, or announce the offering of, any debt securities (i) covered by the Registration Statement or any other registration statement filed under the Act or (ii) to purchasers for resale in reliance on the exemption from registration under the Act provided by Rule 144A under the Act. (g) The Company will not take, directly or indirectly, any action designed to or which has constituted or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. 6 5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed prior to the Closing Date (including the filing of any document incorporated by reference therein) and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened; and the Final Prospectus shall have been filed with the Commission in accordance with the requirements of Rule 424(b). (b) At or before the Closing Date, any regulatory authority whose consent or approval shall be required for the issue and sale of the Securities by the Company as herein provided shall have entered an order or orders authorizing the issue and sale of the Securities by the Company on the terms set forth in the Final Prospectus and herein, and at the Closing Date such order or orders shall be in full force and effect. (c) At the Closing Date, the Representatives shall have received the written opinion, dated the Closing Date, of Kenneth S. Stewart, Assistant General Counsel of the Company, to the effect that: (i) each of the Company and the Significant Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Final Prospectus; (ii) all the outstanding shares of capital stock of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Final Prospectus, all outstanding shares of capital stock of the Significant Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interest, claim, lien or encumbrance; (iii) the Company's authorized equity capitalization is as set forth in the Final Prospectus; and the Securities conform in all material respects to the description thereof contained in the Final Prospectus; (iv) the Indenture has been duly authorized, executed and delivered, is qualified under the Trust Indenture Act, and is a legally valid and binding instrument, enforceable in accordance with its terms; (v) the Securities have been duly authorized and, when executed, authenticated, issued and delivered against payment therefor in accordance with the Indenture and this Agreement, will constitute legally valid and binding obligations of the Company, enforceable in accordance with their terms; 7 (vi) to the best of the knowledge of such counsel, there is no pending or threatened action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus; (vii) The Registration Statement has become effective under the Act, and, to the best of the knowledge of such counsel: no stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act; the Registration Statement and the Final Prospectus, and each amendment or supplement thereto, if any, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Trust Indenture Act, and the applicable published rules and regulations of the Commission thereunder, and no facts have come to such counsel's attention which lead such counsel to believe that the Registration Statement or the Final Prospectus, or any amendment or supplement thereto, as of their respective effective or issue dates, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Final Prospectus, at the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; the documents incorporated by reference in the Final Prospectus, when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the applicable published rules and regulations of the Commission thereunder; the descriptions in the Registration Statement and the Final Prospectus of federal and state statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and such counsel does not know of any legal or governmental proceedings required to be described in the Final Prospectus, which are not described as required or of any contracts or documents of a character required to be described in the Registration Statement or the Final Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; it being understood that such counsel need not pass upon the financial statements and other financial data contained in the Registration Statement or the Final Prospectus; (viii) the Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Prospectus, will not be an "investment company" as defined in the Investment Company Act of 1940, as amended; (ix) all legally required proceedings and filings in connection with the authorization of the Securities, the issue and sale of the Securities by the Company pursuant hereto and the authorization of the transactions related to such authorization, issue and sale, and all such approvals, authorizations, consents or other orders of such courts, governmental agencies, or public boards of bodies, if any, as may be legally required with respect to all or any of such matters, have been had or obtained, except that the offer and 8 sale of the Securities in certain jurisdictions may be subject to the provisions of the securities or Blue Sky laws of such jurisdictions; (x) neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach or violation of, or result in imposition of any lien, charge or encumbrance upon any property or assets of the Company or its subsidiaries pursuant to, or constitute a default under, (i) the charter or by-laws of the Company or its subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or its subsidiaries is a party or bound or to which its or their property is subject, or (iii) to the knowledge of such counsel after due inquiry, any statute, law, rule, regulation, judgment, order or decree applicable to the Company or its subsidiaries of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its subsidiaries or any of its or their properties; and (xi) this Agreement has been duly authorized, executed and delivered by the Company. In rendering the opinion called for by clauses (iv) and (v) above, Mr. Stewart may state that his opinion as to enforceability is subject to specified exceptions, limitations and qualifications under applicable California and federal law. (d) The Representatives shall have received from Gibson, Dunn & Crutcher LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Final Prospectus and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Representatives shall have received certificates of the Chairman of the Board, the President, any Vice President, the Treasurer or any Assistant Treasurer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Final Prospectus and this Agreement and that to the best of his or her knowledge after reasonable investigation: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and 9 (iii) since the date of the most recent financial statements included or incorporated by reference into in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the financial condition or results of operations of the Company, except as set forth in or contemplated in the Final Prospectus (exclusive of any supplement thereto) or as described in such certificate. (f) On the date hereof, Arthur Andersen LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives) dated as of the date hereof, in form and substance satisfactory to the Representatives, confirming that they are independent accountants with respect to the Company within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement and the Final Prospectus and reported on by them comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the latest unaudited financial statements made available by the Company; carrying out certain specified procedures (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committee of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company as to transactions and events subsequent to the date of the most recent audited financial statements incorporated in the Registration Statement and the Final Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement and the Final Prospectus do not comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q of the Company under the Exchange Act; and said unaudited financial statements are not fairly presented (except as permitted by Form 10-Q) in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement and the Final Prospectus; or (2) with respect to the period subsequent to the date of the most recent financial statements incorporated in the Registration Statement and the Final Prospectus, there were any decreases, at the date of the latest available unaudited financial statements prepared by the Company, in the stockholders' equity of the Company or any changes, at a specified date not more than five business days prior to the date of the letter, in the long-term debt or capital stock of the Company (other than changes resulting from conversions of outstanding securities, drawdowns of and earnings on funds held in trust in connection with pollution 10 control bonds and issuances of stock under existing stock plans) as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement and the Final Prospectus, or for the period from the date of the most recent financial statements incorporated in the Registration Statement and the Final Prospectus to the date of the latest available unaudited financial statements prepared by the Company there were any decreases, as compared with the corresponding period in the preceding year, in total operating revenues or total or per share amounts of net income, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Representatives; or (3) the information included or incorporated by reference in the Registration Statement and Final Prospectus in response to Regulation S-K, Item 301 (Selected Financial Data), Item 302 (Supplementary Financial Information) and Item 503(d) (Ratio of Earnings to Fixed Charges) is not in conformity with the applicable disclosure requirements of Regulation S-K; and (iii) they have performed certain other specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) set forth in the Registration Statement, as amended, and the Final Prospectus, as amended or supplemented, including the information included or incorporated in Items 1, 2, 6 and 7 of the Company's annual report on Form 10-K incorporated therein or in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated in any of the Company's quarterly reports on Form 10-Q incorporated therein, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation. In addition, at the Closing Date, Arthur Andersen LLP shall have furnished to the Representatives a letter or letters, in form and substance satisfactory to the Representatives, to the effect set forth in the introductory paragraph to this paragraph (f), in subparagraphs (i) and (ii) (1) above and, to the extent referring to information contained in Exchange Act reports incorporated in the Registration Statement and the Final Prospectus, in subparagraph (iii) above. (g) Subsequent to the date hereof or the respective dates as of which information is given in the Registration Statement and the Final Prospectus, there shall not have been (i) any material adverse change described in the certificate referred to in paragraph (e) of this Section 5, (ii) any change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 5 or (iii) any change, or any development involving a prospective change, in or affecting the business or properties of the Company and its subsidiaries the effect of which, in any case referred to in clause (i), (ii) or (iii) above, is, in the judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or the delivery of the Securities as contemplated by the Registration Statement and the Final Prospectus. (h) Subsequent to the execution of this Agreement, there shall not have been any decrease in the ratings of any of the Company's debt securities by Moody's Investor Services or Standard & Poor's Rating Services. 11 (i) At or prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request and such additional opinions and letters as are provided for in Schedule I. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives, this Agreement and all obligations of the Underwriters hereunder may be cancelled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. 6. Conditions to the Obligations of the Company. The obligations of the Company to sell and deliver the Securities shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) At or before the Closing Date, any regulatory authority whose consent or approval shall be required for the issue and sale of the Securities to the Underwriters as herein provided shall have entered an order or orders authorizing the issue and sale of the Securities on the terms set forth in the Final Prospectus and herein, and at the Closing Date such order or orders shall be in full force and effect. (c) Concurrently with or prior to the delivery of the Securities to the several Underwriters, the Company shall receive the full purchase price herein specified for the Securities. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, this Agreement and all obligations of the Company hereunder may be cancelled at, or at any time prior to, the Closing Date. Notice of such cancellation shall be given to the Representatives in writing or by telephone or telegraph confirmed in writing. 7. Reimbursement of Underwriters' Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters for any expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such jurisdictions as the Representatives may designate and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Securities, for any filing fee of the National Association of Securities Dealers, Inc. relating to the Securities and for expenses incurred in distributing the Prospectus and all supplements thereto, any preliminary prospectuses and any preliminary prospectus supplements to each Underwriter. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representatives upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. 12 8. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, and (ii) such indemnity with respect to the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased the Securities which are the subject thereof if such person did not receive a copy of the Final Prospectus (or the Final Prospectus as amended or supplemented) excluding documents incorporated therein by reference at or prior to the confirmation of the sale of such Securities to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in the Basic Prospectus or any Preliminary Final Prospectus was corrected in the Final Prospectus (or the Final Prospectus as amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have. The Company acknowledges that the table of Underwriters and principal amounts and the statements set forth in the second and fourth paragraphs under the heading "Underwriting" and the third sentence of the third paragraph under the heading "Underwriting" in any Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. The Company acknowledges that the table of Underwriters and principal amounts and the statements set forth in the second and fourth paragraphs under the heading "Underwriting" and the third sentence of the third paragraph under the heading "Underwriting" in any Preliminary Final Prospectus and the Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnity. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement 13 thereof; but the omission so to notify the indemnifying party will not relieve it from liability which it may have to any indemnified party otherwise than under paragraphs (a) or (b) of this Section 8. The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in such proportion so that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount bears to the sum of such discount and the purchase price of the Securities specified in Schedule I hereto and the Company is responsible for the balance, provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method 14 of allocation (even if the Underwriters were treated as one entity for such purposes) which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Each Underwriter's obligation to contribute as provided in this Section 8(d) is several in proportion to its respective underwriting commitment hereunder and not joint. For purposes of this Section 8, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 9. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in no event shall any non-defaulting Underwriter be obligated to purchase additional Securities under this Section 9 in an amount exceeding 10% of the amount of the Securities set forth opposite its name in Schedule II hereto. In the event that the amount of Securities which all such non-defaulting Underwriters shall be obligated to purchase under the preceding sentence shall be less than the amount of Securities which all such defaulting Underwriters shall have failed to purchase, the non-defaulting Underwriters shall have the right (but not the obligation) to purchase the remaining Securities. If all such remaining Securities are not purchased by non-defaulting Underwriters as above provided, the Company may, at its option, (a) cancel this Agreement pursuant to the provisions of Section 6 hereof or (b) elect to proceed with the sale and delivery hereunder of less than all of the Securities to be purchased by the Underwriters. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if prior to such time (i) trading in the common stock of the Company shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable to market the Securities. 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation 15 made by or on behalf of any Underwriter, or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 2244 Walnut Grove Avenue, Rosemead, California 91770, attention of the Treasurer. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. 15. Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. 16. Headings. The section headings used herein are for convenience only and shall not affect the construction hereof. 17. Counsel for the Underwriters. From time to time, Gibson, Dunn & Crutcher LLP performs legal services for the Company and its subsidiaries relating to special matters. The Company and each Underwriter hereby consent to Gibson, Dunn & Crutcher LLP acting as counsel for the Underwriters in connection with the offer and sale of the Securities. The Company and each Underwriter hereby agree that if any dispute should arise between the Company and any Underwriter with respect to or arising out of this Agreement or the offer and sale of the Securities, Gibson, Dunn & Crutcher LLP would not represent either the Company or the Underwriters in connection with such dispute. 16 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, EDISON INTERNATIONAL BY: Mary C. Simpson ------------------------------- Mary C. Simpson Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BY: LEHMAN BROTHERS INC. BY: Martin Goldberg --------------------------- Name: Martin Goldberg Title: Senior Vice President For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. 17 SCHEDULE I Underwriting Agreement dated November 3, 2000 Registration Statement No. 333-82293 Representatives and Address: Chase Securities Inc. 270 Park Avenue New York, New York 10017 Lehman Brothers Inc. Three World Financial Center 200 Vesey Street New York, New York 10285 Title, Purchase Price and Description of Securities: Title: Floating Rate Notes Due 2001 Principal Amount: $350,000,000 Purchase Price: 99.85% of the principal amount of the Securities Maturity: November 1, 2001 Interest: Three-month LIBOR plus 0.50%, subject to adjustment as described in the prospectus supplement, payable quarterly on February 1, May 1, August 1 and November 1 to the holders of record on the 15th calendar day before each interest payment date. Sinking Fund Provisions: None Optional Redemption: None Closing Date and Time: November 8, 2000, 7:00 AM, California time Method of Payment: Federal Reserve funds in Los Angeles, California Modification of items to be covered by the letter from Arthur Andersen LLP delivered pursuant to Section 5(f): None Location of Closing: 2244 Walnut Grove Ave. Rosemead, California 91770 or as agreed upon by the Representatives and the Company. SCHEDULE II Principal Amount of Securities to be Underwriters Purchased - ------------ ------------- Chase Securities Inc. 122,500,000 Lehman Brothers Inc. 122,500,000 Banc of America Securities LLC 35,000,000 Credit Suisse First Boston Corporation 35,000,000 Salomon Smith Barney Inc. 35,000,000 ----------- Total..................................................... $350,000,000 ============ EX-4.1 3 0003.txt NONE FORM OF EDISON INTERNATIONAL TO THE BANK OF NEW YORK, AS TRUSTEE SUPPLEMENTAL INDENTURE NO. 3 Dated as of November 8, 2000 $350,000,000 Floating Rate Notes due 2001 EDISON INTERNATIONAL $350,000,000 Floating Rate Notes due 2001 SUPPLEMENTAL INDENTURE NO. 3 SUPPLEMENTAL INDENTURE No. 3, dated as of November 8, 2000, between Edison International, a California corporation (the "Corporation"), and The Bank of New York, a New York banking corporation, as successor Trustee (the "Trustee") to Harris Trust and Savings Bank, an Illinois banking corporation. RECITALS The Corporation and the Trustee are parties to a Senior Indenture, dated as of September 28, 1999, as amended and supplemented (the "Senior Indenture"), providing for the issuance from time to time of series of the Corporation's Securities. Section 301 of the Senior Indenture provides for various matters with respect to any series of Securities issued under the Senior Indenture to be established in an indenture supplemental to the Senior Indenture. Section 901 of the Senior Indenture provides for the Corporation and the Trustee to enter into an indenture supplemental to the Senior Indenture to establish the form or terms of Securities of any series as provided by Sections 201 or 301 of the Senior Indenture. For and in consideration of the premises and the issuance of the series of Securities provided for herein, it is mutually covenanted and agreed, for the equal and proportionate benefit of the Holders of the Securities of such series, as follows: ARTICLE 1 RELATION TO INDENTURE; DEFINITIONS Section 1.1. This Supplemental Indenture No. 3 constitutes an integral part of the Senior Indenture. Section 1.2. For all purposes of this Supplemental Indenture No. 3, except as otherwise expressly provided or unless the context otherwise requires: (A) capitalized terms used herein without definition will have the meanings specified in the Senior Indenture; 1 (B) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; (C) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (D) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America; (E) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Supplemental Indenture No. 3; and (F) the words "herein," "hereof," "hereunder" and other words of similar import refer to this Supplemental Indenture No. 3 as a whole and not to any particular Article, Section or other subdivision. (G) Specific Definitions: (1) "Calculation Agent" means the Trustee, or its successor appointed by the Corporation, acting as calculation agent. (2) "Interest Determination Date" means the second London Business Day immediately preceding the first day of the relevant Interest Period. (3) "Interest Payment Date" shall have the meaning specified in Section 2.4 hereof. (4) "Interest Period" means the period commencing on an Interest Payment Date for the Notes (or commencing on the issue date for the Notes, if no interest has been paid or duly made available for payment since that date) and ending on the day before the next succeeding Interest Payment Date for the Notes. (5) "LIBOR" for any Interest Determination Date will be the offered rate for deposits in U.S. dollars having an index maturity of three months for a period commencing on the second London Business Day immediately following the Interest Determination Date in amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on the Interest Determination Date (the "Reported Rate"). (6) "London Business Day" means a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market. 2 (7) "Notes" shall have the meaning specified in Section 2.1 hereof. (8) "Regular Record Date" means, for the interest payable on any Interest Payment Date, the date which is fifteen calendar days immediately prior to such Interest Payment Date (whether or not a Business Day). (9) "Telerate Page 3750" means the display designated on page 3750 on Dow Jones Markets Limited (or such other page as may replace the 3750 page on that service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits or such other successor reporter of such rates as may be selected by the Calculation Agent and acceptable to the Corporation). ARTICLE 2 THE SERIES OF SECURITIES Section 2.1. Title of the Securities. There shall be a series of Securities designated the "Floating Rate Notes due 2001" (the "Notes"). Section 2.2. Limitation on Aggregate Principal Amount; Date of Notes. The aggregate principal amount of the Notes initially shall be limited to $350,000,000. The Corporation may, without the consent of the Holders of the Notes, issue additional notes having the same interest rate and other terms as the Notes. Any additional notes will, together with the existing Notes, constitute a single series of notes under the Indenture. No additional notes may be issued if an Event of Default has occurred with respect to the existing Notes. Each Note shall be dated the date of its authentication. Section 2.3. Principal Payment Date. Subject to Section 2.4 hereof, the principal amount of the Notes Outstanding (together with any accrued and unpaid interest) shall be payable in a single installment on November 1, 2001. Section 2.4. Interest and Interest Rates. (A) Interest on the Notes shall be payable quarterly in arrears, on the first day of each February, May, August and November (each such date, an "Interest Payment Date"), commencing on February 1, 2001, until the principal hereof is paid or made available for payment. Interest will accrue from the issue date of the Notes, and will be paid to the Person in whose name such Note is registered in the Security Register at the close of business on the Regular Record Date for such interest installment. The interest so payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name such Note is registered in the Security Register at the close of business on a date ("Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. If any scheduled Interest Payment Date falls on a day that is not a Business Day, it will be postponed to the following Business Day. If the maturity date of the Notes falls on a day which is not a Business Day, the required payment of principal and/or interest shall be made on the following Business Day as if it were made on the date the payment was due. Interest will not accrue as a result of this delayed payment. 3 (B) The Notes will bear interest for each quarterly Interest Period at an annual rate determined by the Calculation Agent, subject to the maximum interest rate permitted by California or other applicable state law, as such law may be modified by United States law of general application. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR on the Interest Determination Date for such Interest Period plus 0.50%; provided, however, that under the limited circumstances described below in Section 2.4(C), the interest rate will be determined without reference to LIBOR. Promptly upon such determination, the Calculation Agent will notify the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Notes, the Corporation and the Trustee. (C) If the following circumstances exist on any Interest Determination Date, the Calculation Agent shall determine the interest rate for the Notes as follows: (1) In the event no Reported Rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on an Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Corporation) to provide a quotation of the rate (the "Rate Quotation") at which three month deposits in amounts of not less than $1,000,000 are offered by it to prime banks in the London interbank market, as of approximately 11:00 a.m., London time, on such Interest Determination Date, that are representative of single transactions at such time (the "Representative Amounts"). If at least two Rate Quotations are provided, the interest rate will be the arithmetic mean of the Rate Quotations obtained by the Calculation Agent, plus 0.50%. (2) In the event no Reported Rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on an Interest Determination Date and there are fewer than two Rate Quotations, the interest rate will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such Interest Determination Date, by three major banks in New York City selected by the Calculation Agent (after consultation with the Corporation), for loans in Representative Amounts in U.S. dollars to leading European banks, having a term of three months for a period commencing on the second London Business Day immediately following such Interest Determination Date, plus 0.50%; provided, however, that if fewer than three banks selected by the Calculation Agent are quoting such rates, the interest rate for the applicable Interest Period will be the same as the interest rate in effect for the immediately preceding Interest Period. 4 (D) Upon the request of a Holder of the Notes, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period. (E) The amount of interest for each day that the Notes are outstanding (the "Daily Interest Amount") will be calculated by dividing the interest rate in effect for that day by 360 and multiplying that result by the principal amount of the Notes. The amount of interest to be paid on the Notes for each Interest Period will calculated by adding the Daily Interest Amounts for each day in the Interest Period. All dollar amounts resulting from such calculation will be rounded, if necessary, to the nearest cent with one-half cent rounded upward. (F) The interest rate on the Notes will be subject to adjustment until the maturity date. In the event of a downgrade in the senior unsecured long-term debt rating of the Corporation (the "Rating") below A3 by Moody's Investors Service, Inc. ("Moody's") or A- by Standard & Poor's Rating Service ("S&P"), the interest rate on the Notes will be adjusted in accordance with the table set forth below in paragraph (J) of this Section. (G) If, prior to the maturity of the Notes, either Moody's or S&P changes the Rating subsequent to an adjustment in the interest rate as a result of a previous Rating change by Moody's or S&P, the interest rate on the Notes will be re-adjusted in accordance with the table set forth in paragraph (J) below. (H) The Notes will bear interest at an annual rate of LIBOR plus 0.50% from the issue date of the Notes, until the first day of the first Interest Period following a downgrade in the Rating below A3 by Moody's or A- by S&P. Under the limited circumstances described under this Section 2.4, the interest rate will be determined without reference to LIBOR. (I) Beginning with the first day of the first Interest Period after a Rating change, the Notes will bear interest at an adjusted interest rate. Subsequent interest rate adjustments (whether the adjustment is up or down) will also become effective on the first day of the first Interest Period after such Rating change. (J) The adjusted annual interest rate for the Notes will be the sum of (1) LIBOR (calculated as provided in this Section 2.4), (2) 0.50% and (3) the sum of the Moody's and S&P adjustment amounts set forth below. Under the limited circumstances described under this Section 2.4, the interest rate will be determined without reference to LIBOR. 5
--------------------- ---------------------- ----------------- ------------------------- Moody's Adjustment S&P Adjustment Moody's Rating Amount S&P Rating Amount --------------------- ---------------------- ----------------- ------------------------- A3 0.000% A- 0.000% --------------------- ---------------------- ----------------- ------------------------- Baa1 0.125% BBB+ 0.125% --------------------- ---------------------- ----------------- ------------------------- Baa2 0.250% BBB 0.250% --------------------- ---------------------- ----------------- ------------------------- Baa3 0.375% BBB- 0.375% --------------------- ---------------------- ----------------- ------------------------- Ba1 or lower 0.875% BB+ or lower 0.875% --------------------- ---------------------- ----------------- -------------------------
Section 2.5. Place of Payment. The Place of Payment where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of the Notes and the Senior Indenture may be served shall be the Corporate Trust Office of the Trustee. Section 2.6. Exchange. At any time, the Corporation may cause the Notes to be distributed to Holders of the Notes in definitive certificated form upon prior notice to the Trustee. Section 2.7. Denomination. The Notes shall be in registered form without coupons and shall be issuable in denominations of $1000 and integral multiples thereof. Section 2.8. Currency. Principal and interest and other amounts payable on the Notes shall be paid in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debt. Section 2.9. Form of Notes. The Notes shall be issuable in whole in the form of one or more Global Securities, and the Depository for such Global Securities shall be Depository Trust Company, New York, New York. The Notes shall be substantially in the form attached as Exhibit A hereto. Section 2.10. Securities Registrar and Paying Agent; Unclaimed Amounts. The Trustee shall initially serve as Security Registrar and Paying Agent. Any amount paid to the Trustee or any Paying Agent, or held in trust by the Corporation, for payments on any Note, that remains unclaimed at the end of two years after such amount is due will be repaid to the Corporation. Section 2.11. No Redemption. The Notes may not be redeemed at any time prior to the principal payment date specified in Section 2.3 hereof. Section 2.12. No Defeasance or Covenant Defeasance. The Notes shall not be subject to Defeasance or Covenant Defeasance at the option of the Corporation pursuant to Article XIII of the Senior Indenture. Section 2.13. No Sinking Fund Obligations. The Corporation has no obligation to redeem or purchase any Notes pursuant to any sinking fund or analogous requirement or upon the happening of a specified event or at the option of a Holder thereof. 6 ARTICLE 3 MISCELLANEOUS PROVISIONS Section 3.1. The Senior Indenture, as supplemented and amended by this Supplemental Indenture No. 3, is in all respects hereby adopted, ratified and confirmed. Section 3.2. This Supplemental Indenture No. 3 may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Section 3.3. Nothing in this Supplemental Indenture No. 3, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, and the Holders of the Notes, any benefit or legal or equitable right, remedy or claim under this Supplemental Indenture No. 3 or the Senior Indenture. Section 3.4. THIS SUPPLEMENTAL INDENTURE NO. 3 AND EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF. 7 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be duly executed, as of the day and year first written above. EDISON INTERNATIONAL By: ----------------------------- Name: Mary C. Simpson Title: Assistant Treasurer Attest: ------------------------------------- THE BANK OF NEW YORK, as Trustee By: ------------------------- Authorized Signatory Attest: ------------------------------------- EXHIBIT A [FORM OF FACE OF NOTE] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EDISON INTERNATIONAL Floating Rate Note due 2001 No. $ ---- CUSIP No. 281 020 AE 7 Edison International, a corporation duly organized and existing under the laws of the State of California (herein called the "Corporation," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ________________________or registered assigns, the initial principal sum of _________________________________________ _______________________________________________ on November 1, 2001, and to pay interest thereon from November 8, 2000, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in arrears, on the first day of each February, May, August and November (each such date, an "Interest Payment Date"), commencing on February 1, 2001, until the principal hereof is paid or made available for payment. Interest will accrue from the issue date of November 8, 2000 and will be paid to the Person in whose name this Note is registered in the Security Register at the close of business on the Regular Record Date for such interest installment. The interest rate on the Notes for each quarterly interest period will be reset quarterly based on the three-month LIBOR rate plus 0.50%; provided, however, under limited circumstances, the interest rate on the Notes for each quarterly interest period will be determinted without reference to LIBOR. The interest so payable on any Note which is not punctually paid or duly provided for on any Interest Payment Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name such Note is registered 1 in the Security Register at the close of business on a date ("Special Record Date") for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. If any scheduled Interest Payment Date falls on a day that is not a Business Day, it will be postponed to the following Business Day. If the maturity date of the Notes falls on a day which is not a Business Day, the required payment of principal and/or interest shall be made on the following Business Day as if it were made on the date the payment was due. Additional interest will not accrue as a result of this delayed payment. Payment of the principal of and any such interest on this Note will be made at the office or agency of the Trustee maintained for that purpose in Chicago, Illinois, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least sixteen (16) days prior to the date for payment by the Person entitled thereto. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 2 IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its corporate seal. Dated as of Date of Authentication: EDISON INTERNATIONAL By ---------------------------------- Name: Title: Attest: This is one of the Floating Rate Notes Due 2001 referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: ------------------------------- Authorized Signatory Dated: _________________ 3 [FORM OF REVERSE OF NOTE] This Floating Rate Note due 2001 is one of a duly authorized issue of securities of the Corporation (herein called the "Notes"), issued and to be issued in one or more series under a Senior Indenture, dated as of September 28, 1999, (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Corporation and The Bank of New York, as successor Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture) to Harris Trust and Savings Bank, and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $350,000,000. The Notes will bear interest for each quarterly Interest Period (as defined below) at an annual rate determined by the Calculation Agent (as defined below), subject to the maximum interest rate permitted by California or other applicable state law, as such law may be modified by United States law of general application. The interest rate applicable during each quarterly Interest Period will be equal to LIBOR (as defined below) on the Interest Determination Date (as defined below) for such Interest Period plus 0.50%; provided, however, that under the limited circumstances described below, the interest rate will be determined without reference to LIBOR. Promptly upon such determination, the Calculation Agent will notify the Trustee, if the Trustee is not then serving as the Calculation Agent, of the interest rate for the new Interest Period. The interest rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Notes, the Corporation and the Trustee. If the following circumstances exist on any Interest Determination Date, the Calculation Agent shall determine the interest rate for the Notes as follows: (1) In the event no Reported Rate (as defined below) appears on Telerate Page 3750 (as defined below) as of approximately 11:00 a.m., London time, on an Interest Determination Date, the Calculation Agent shall request the principal London offices of each of four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Corporation) to provide a quotation of the rate (the "Rate Quotation") at which three month deposits in amounts of not less than $1,000,000 are offered by it to prime banks in the London interbank market, as of approximately 11:00 a.m., London time, on such Interest Determination Date, that are representative of single transactions at such time (the "Representative Amounts"). If at least two Rate Quotations are provided, the interest rate will be the arithmetic mean of the Rate Quotations obtained by the Calculation Agent, plus 0.50%. (2) In the event no Reported Rate appears on Telerate Page 3750 as of approximately 11:00 a.m., London time, on an Interest Determination Date and there are fewer than two Rate Quotations, the interest rate will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such Interest Determination Date, by three major banks in New York City selected by the Calculation Agent (after consultation with the Corporation), for loans in Representative Amounts in U.S. dollars to leading European banks, having a term of three months for a period commencing on the second London Business Day immediately following such Interest Determination Date, plus 0.50%; provided, however, that if fewer than three banks selected by the Calculation Agent are quoting such rates, the interest rate for the applicable Interest Period will be the same as the interest rate in effect for the immediately preceding Interest Period. Upon the request of a Holder of the Notes, the Calculation Agent will provide to such Holder the interest rate in effect on the date of such request and, if determined, the interest rate for the next Interest Period. The amount of interest for each day that the Notes are outstanding (the "Daily Interest Amount") will be calculated by dividing the interest rate in effect for that day by 360 and multiplying that result by the principal amount of the Notes. The amount of interest to be paid on the Notes for each Interest Period will calculated by adding the Daily Interest Amounts for each day in the Interest Period. All dollar amounts resulting from such calculation will be rounded, if necessary, to the nearest cent with one-half cent rounded upward. The interest rate on the Notes will be subject to adjustment until November 1, 2001. In the event of a downgrade in the senior unsecured long-term debt rating of the Corporation (the "Rating") below A3 by Moody's Investors Service, Inc. ("Moody's") or A- by Standard & Poor's Rating Service ("S&P"), the interest rate on the Notes will be adjusted in accordance with the table below. If, prior to the maturity of the Notes, either Moody's or S&P changes the Rating subsequent to an adjustment in the interest rate as a result of a previous Rating change by Moody's or S&P, the interest rate on the Notes will be re-adjusted in accordance with the table below. The Notes will bear interest at an annual rate of LIBOR plus 0.50% from November 8, 2000, until the first day of the first Interest Period following a downgrade below A3 by Moody's or A- by S&P. Beginning with the first day of the first Interest Period after a Rating change, the Notes will bear interest at an adjusted interest rate. Subsequent interest rate adjustments (whether the adjustment is up or down) will also become effective on the first day of the first Interest Period after such Rating change. The adjusted annual interest rate for the Notes will be the sum of (1) LIBOR, (2) 0.50% and (3) the sum of the Moody's and S&P adjustment amounts set forth below.
- ---------------------------- ------------------------------ ------------------------- --------------------------- Moody's Adjustment S&P Adjustment Moody's Rating Amount S&P Rating Amount - ---------------------------- ------------------------------ ------------------------- --------------------------- A3 0.000% A- 0.000% - ---------------------------- ------------------------------ ------------------------- --------------------------- Baa1 0.125% BBB+ 0.125% - ---------------------------- ------------------------------ ------------------------- --------------------------- Baa2 0.250% BBB 0.250% - ---------------------------- ------------------------------ ------------------------- --------------------------- Baa3 0.375% BBB- 0.375% - ---------------------------- ------------------------------ ------------------------- --------------------------- Ba1 or lower 0.875% BB+ or lower 0.875% - ---------------------------- ------------------------------ ------------------------- ---------------------------
Under the limited circumstances described above, the interest rate will be determined without reference to LIBOR. The following definitions apply to this Note: "Calculation Agent" means the Trustee, or its successor appointed by the Corporation, acting as calculation agent. "Interest Determination Date" means the second London Business Day immediately preceding the first day of the relevant Interest Period. "Interest Period" means the period commencing on an Interest Payment Date for the Notes (or commencing on the issue date for the Notes, if no interest has been paid or duly made available for payment since that date) and ending on the day before the next succeeding Interest Payment Date for the Notes. "LIBOR" for any Interest Determination Date will be the offered rate for deposits in U.S. dollars having an index maturity of three months for a period commencing on the second London Business Day immediately following the Interest Determination Date in amounts of not less than $1,000,000, as such rate appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on the Interest Determination Date (the "Reported Rate"). "London Business Day" means a day on which dealings in deposits in U.S. dollars are transacted, or with respect to any future date are expected to be transacted, in the London interbank market. "Regular Record Date" means, for the interest payable on any Interest Payment Date, the date which is fifteen calendar days immediately prior to such Interest Payment Date (whether or not a Business Day). "Telerate Page 3750" means the display designated on page 3750 on Dow Jones Markets Limited (or such other page as may replace the 3750 page on that service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits or such other successor reporter of such rates as may be selected by the Calculation Agent and acceptable to the Corporation). The Notes will not be entitled to the benefits of any sinking fund. The Notes are not subject to redemption, Defeasance or Covenant Defeasance at the option of the Corporation. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. The Corporation may, without the consent of the Holders of the Notes, issue additional notes having the same interest rates and other terms as the Notes. Any additional notes will, together with the existing Notes, constitute a single series of notes under the Indenture. No additional notes may be issued if any Event of Default has occurred with respect to the existing Notes. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected thereby (voting as one class). The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of all series at the time Outstanding with respect to which a default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of the Securities of all such series, to waive, with certain exceptions, such past default with respect to all such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office or agency of the Security Registrar in any place where the principal of and any premium and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of the Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. The Indenture and the Notes issued thereby shall be governed by and construed in accordance with the laws of the State of California. EX-5 4 0004.txt NONE LOGO November 7, 2000 Edison International 2244 Walnut Grove Avenue Rosemead, California 91770 Ladies and Gentlemen: I am an Assistant General Counsel of Edison International, a California corporation ("Edison"). In connection with the issuance and sale by Edison of $350,000,000 principal amount of Floating Rate Notes due 2001 (the "Securities") pursuant to a registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), you have requested my opinion with respect to the matters set forth below. I have reviewed the prospectus dated July 21, 1999 (the "Prospectus"), which is a part of the Registration Statement, and the prospectus supplement dated November 3, 2000 (the "Prospectus Supplement") relating to the Securities. The Securities will be issued pursuant to an indenture, as amended and supplemented (the "Indenture") between Edison and a trustee (the "Trustee"). In my capacity as Assistant General Counsel, I am generally familiar with the proceedings taken and proposed to be taken by Edison for the authorization and issuance of the Securities. For purposes of this opinion, I have assumed that those proceedings will be properly completed, in accordance with all requirements of applicable federal, Delaware and California laws, in the manner presently proposed. I have made legal and factual examinations and inquiries, including an examination of originals and copies certified or otherwise identified to my satisfaction, of the documents, corporation records and instruments of Edison that I have deemed necessary or appropriate for purposes of this opinion. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity to authentic original documents of all documents submitted to me as copies. I am opining herein as to the effect on the subject transaction only of the federal securities laws of the United States and the internal laws of the State of California, and I express no opinion as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and the other qualifications set forth herein, it is my opinion that, when the Securities have been duly established in accordance with the terms of the Indenture, duly authenticated by the Trustee and duly executed and delivered on behalf of Edison against payment therefor in accordance with the terms and provisions of the Indenture and as contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement, the Securities will constitute valid and legally binding obligations of Edison enforceable against Edison in accordance with the terms of the Securities. This opinion is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; and (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought. In addition, I express no opinion concerning the enforceability of any waiver of rights or defenses with respect to stay, extension or usury laws, or with respect to whether acceleration of Securities may affect the collectibility of any portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon. I consent to your filing of this opinion as an exhibit to a Current Report on Form 8-K and to the references to me under the caption "Validity of the Notes" in the Prospectus Supplement. Very truly yours, Kenneth S. Stewart ------------------------ Kenneth S. Stewart Assistant General Counsel EX-12 5 0005.txt NONE EDISON INTERNATIONAL COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (Thousands of Dollars)
Twelve Year Ended December 31, Months Ended -------------------------------------------------------------------- 1995 1996 1997 1998 1999 Sept. 30, 2000 ------------ ------------ ---------- ----------- ------------ -------------- EARNINGS BEFORE INCOME TAXES AND FIXED CHARGES: Income before interest expense (1) $1,346,636 $1,399,650 $1,450,957 $ 1,416,332 $ 1,586,819 $ 2,098,174 Add: Taxes on income (2) 491,477 505,785 498,729 461,711 294,081 434,298 Rentals (3) 5,188 5,159 4,649 4,278 5,015 6,528 Allocable portion of interest on long-term contracts for the purchase of power (4) 1,848 1,824 1,797 1,767 1,735 1,708 Dividends of <50% owned equity method investments 60,251 72,787 82,576 49,208 80,891 101,830 Interest on partnership indebtedness (5) 34,681 31,356 34,938 36,019 33,186 28,140 Amortization of previously capitalized fixed charges 2,417 2,232 7,023 7,246 7,601 7,301 Less: Earnings of <50% owned equity method 51,703 75,063 84,445 53,605 88,376 95,862 ------------ ------------ ------------ ------------ ------------ ------------ Total earnings before income taxes and fixed charges (A) $1,890,795 $1,943,730 $1,996,224 $ 1,922,956 $ 1,920,952 $ 2,582,117 ============ ============ ============ ============ ============ ============ FIXED CHARGES: Interest and amortization $ 560,641 $ 635,407 $ 708,446 $ 710,388 $ 893,613 $ 1,275,414 Rentals (3) 5,188 5,159 4,649 4,278 5,015 6,528 Capitalized interest (6) 59,885 57,803 14,937 19,219 28,682 17,469 Allocable portion of interest on long-term contracts for the purchase of power (4) 1,848 1,824 1,797 1,767 1,735 1,708 Interest on partnership indebtedness (5) 34,681 31,356 34,938 36,019 33,186 28,140 Dividends on preferred securities 10,095 13,100 13,167 13,149 44,287 98,373 Subsidiary preferred and preference stock dividend requirements - pre-tax basis 61,210 58,666 50,502 41,653 33,045 36,319 ------------ ------------ ------------ ------------ ------------ ------------ Total fixed charges (B) $ 733,548 $ 803,315 $ 828,436 $ 826,473 $ 1,039,563 $ 1,463,951 ============ ============ ============ ============ ============ ============ RATIO OF EARNINGS TO FIXED CHARGES (A) / (B): 2.58 2.42 2.41 2.33 1.85 1.76 ============ ============ ============ ============ ============ ============
(1) Includes allowance for funds used during construction, accrual of unbilled revenue and minority interest, net of income taxes. (2) Includes allocation of federal income and state franchise taxes to other income. (3) Rentals include the interest factor relating to certain significant rentals plus one-third of all remaining annual rentals. (4) Allocable portion of interest included in annual minimum debt service requirement of supplier. (5) Includes the allocable portion of interest on project indebtedness of fifty-percent partnership investments by other wholly-owned subsidiaries of Edison International. (6) Includes the fixed charges associated with Nuclear Fuel and capitalized interest of fifty-percent owned partnerships. EX-23 6 0006.txt NONE CONSENT We hereby consent to the references made to us, and to the use of our name, in the Prospectus Supplement dated November 3, 2000, to the Prospectus dated July 21, 1999, which is included in the Registration Statement on Form S-3 (Registration No. 333-82293) filed by Edison International. GIBSON, DUNN & CRUTCHER LLP GIBSON, DUNN & CRUTCHER LLP November 3, 2000 -----END PRIVACY-ENHANCED MESSAGE-----