PAGE
EXHIBIT 1.2
SOUTHERN CALIFORNIA EDISON COMPANY
UNDERWRITING AGREEMENT
SUBORDINATED DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Dear Sirs:
Southern California Edison Company, 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 firm principal amount of securities plus such
optional principal amount of securities, if any, as shall be identified in
Schedule I hereto (the "Securities"). The Securities will be issued under
an indenture, dated as of May 1, 1995 (the "Indenture"), between the
Company and The First National Bank of Chicago, as trustee (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:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the registration
under the Act of 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 the Representatives 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, is
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
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"
PAGE
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, 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 (i) 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 (ii) 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.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Basic Prospectus, there has not been
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the financial position,
stockholders' equity, business, properties or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated
in the Final Prospectus.
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 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 Representatives for the respective accounts of the several
Underwriters through the Representatives against payment of the purchase
price thereof payable to the Company in the funds specified in Schedule I
hereto at the Company's General Office, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as provided in Schedule I hereto.
page 2
Certificates for the Securities shall be registered in such names and in
such denominations as the Representatives may request not less than three
full business days in advance of the Closing Date.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives in New York, New York, not
later than 3:00 PM, New York time, on the business day prior to the
Closing Date.
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) to the
Basic Prospectus unless the Company has furnished the Representatives
a copy for the Representatives' review prior to filing and will not
file any such proposed amendment or supplement to which the
Representatives 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). 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 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
Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will 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.
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, the Public Utilities
Commission of the State of California and any other 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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President and General Counsel, or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Assistant General Counsel of the Company, to the effect that:
(i) The Company is a corporation validly organized and
existing in good standing under the laws of the State of
California; the Company has full corporate power to own its
properties and conduct its business as now being conducted; and
the Company is duly qualified and in good standing as a foreign
corporation under the laws of the States of Arizona, Nevada, New
Mexico and Utah;
(ii) 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, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
or equitable principles relating to or limiting creditors'
rights generally;
(iii)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 entitled to the benefits provided by the Indenture and
enforceable against the Company in accordance with their terms,
subject, as to enforcement, to the matters set forth in clause
(ii) above and the Securities and the Indenture conform to the
description in the Final Prospectus;
(iv) 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 his attention which lead
him 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 he 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;
page 5
(v) All legally required proceedings 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 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 sale of the
Securities in certain jurisdictions may be subject to the
provisions of the securities or Blue Sky laws of such
jurisdictions;
(vi) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the
Securities, and compliance with the terms and provisions hereof
or thereof, will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, the
charter or bylaws of the Company, or, to his knowledge, any
statute, rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Company or its
subsidiaries or any of its properties or any agreement or
instrument to which the Company or any such subsidiary is a
party or by which the Company or any such subsidiary is bound or
to which any of the properties of the Company or any such
subsidiary is subject; and
(vii)This Agreement has been duly authorized, executed and
delivered by the Company.
In rendering the opinion called for above, ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇,
as the case may be, may rely upon appropriate certificates of public
officials and officers or employees of the Company and the Trustee as to
factual matters and upon opinions, dated the Closing Date, of ▇▇▇▇▇ &
▇▇▇▇▇▇, Phoenix, Arizona, as to legal conclusions affected by the law of
Arizona, upon opinions, dated the Closing Date, of ▇▇▇▇▇▇▇ & ▇▇▇, a Nevada
professional corporation, Reno, Nevada as to legal conclusions affected by
the law of Nevada and upon opinions, dated the Closing Date, of ▇▇▇▇▇,
Dickason, Sloan, Akin & ▇▇▇▇, P.A., a New Mexico professional corporation,
Albuquerque, New Mexico, as to legal conclusions affected by the law of
New Mexico and (with regard to the interest of the Company and the rights
of the Trustee in the New Mexico Generating Station and the easement and
lease therefor) the laws of the United States and The Navajo Tribe of
Indians, provided that he shall state that he believes that both he and
the Representatives are justified in relying upon such certificates and
opinions. As to all matters governed by New York law, ▇▇. ▇▇▇▇▇▇ or ▇▇.
▇▇▇▇▇▇▇, as the case may be, will rely upon the opinion of ▇▇▇▇▇▇, ▇▇▇▇ &
▇▇▇▇▇▇▇▇.
In rendering the opinion called for by clauses (ii) and (iii) above,
▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇, as the case may be, may state that he is
expressing no opinion as to the availability of equitable remedies and may
advise that a California court may not strictly enforce certain covenants
of the Indenture or the Securities or allow acceleration of the due date
of the Securities if it concludes that such enforcement or acceleration
would be unreasonable under the then existing circumstances, although, in
his opinion, acceleration would be available if an event of default occurs
as a result of a material breach of a material covenant contained in the
Indenture or the Securities.
(d) The Representatives shall have received from ▇▇▇▇▇▇, ▇▇▇▇
& ▇▇▇▇▇▇▇▇, 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 or any Vice President 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
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
(iii)since the date of the most recent financial statements
included in the Final Prospectus, 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 or as described in such
certificate.
(f) At the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 Closing Date, 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:
page 7
(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 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 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; 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, 7 and 11 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.
At the Closing Date, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 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 financial position, stockholders' equity, 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 ▇▇▇▇▇'▇ Investors Service, Inc. or Standard &
Poor's Corporation.
(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 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
condition that, at or before the Closing Date, the Public Utilities
Commission of the State of California and any other 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.
If the condition 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, except for the Company's obligations
under Sections 7 and 8 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 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 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 (including reasonable
page 9
fees, and disbursements of counsel incurred in connection with such
qualification and determination of eligibility) 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 (i) any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not
satisfied, (ii) any condition to the obligations of the Company set forth
in Section 6 hereof is not satisfied, (iii) this Agreement is terminated
pursuant to Section 10 hereof or (iv) the Company refuses, is unable or
fails 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 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.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify 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 periodically 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 use 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.
page 10
(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 use in the
preparation of 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 statements set forth in the second sentence of the fourth
paragraph under the heading "Underwriting" in 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, and you, as the Representatives,
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) 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 such subsection, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise
than under such subsection. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled
to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume
the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in 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, the indemnified party or parties shall have the
right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than
one separate counsel, approved by the Representatives in the case of
paragraph (a) of this Section 8, representing the indemnified parties
under such paragraph (a) who are parties to such action), (ii) 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 commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such clause
(i) or (iii). No indemnifying party shall, without the written
consent of the indemnified party,
page 11
effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or
claim and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any
indemnified party. Each indemnified party agrees promptly to notify
each indemnifying party of the commencement of any litigation or
proceedings against it in connection with the issue and sale of the
Securities.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above
in respect of any losses, claims, damages or liabilities referred to
therein, the Company on the one hand and the Underwriters on the
other hand shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which
the Company and one or more of the Underwriters may be subject (i) 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 or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect the relative benefit
represented by the percentage that the underwriting discount bears to
the sum of such discount and the purchase price for the Securities
referred to in clause (i) above, but also the relative fault of the
Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such
loss, claim, damage or liability as well as any other relevant
equitable considerations. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, 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 pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d).
Notwithstanding anything in this subsection (d) to the contrary, (x)
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 applicable to the Securities purchased by such
Underwriter hereunder and (y) 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. For purposes of this Section
8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act shall have the same rights to
contribution as the Underwriter, and each person who controls the
page 12
Company within the meaning of either the Act or the Exchange Act,
each officer of either 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 clause (x) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or
parties under this paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have
under this paragraph (d), except to the extent that the party or
parties from whom contribution may be sought was prejudiced by the
failure to so notify. No party shall be liable for contribution with
respect to any action or claim settled without its consent. The
Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective underwriting obligation and
not joint.
9. Default by an Underwriter.
(a) If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder,
the Representatives may at their discretion arrange for themselves or
another party or other parties satisfactory to the Company to
purchase such Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Securities,
then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Securities on
such terms. In the event that, within the respective prescribed
periods, the Representatives notify the Company that the
Representatives have so arranged for the purchase of such Securities,
or the Company notifies the Representatives that it has so arranged
for the purchase of such Securities, the Representatives or the
Company shall have the right to postpone the Closing Date for a
period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement
or the Final Prospectus or in any other documents or arrangements and
the Company agrees to file promptly any amendments to the
Registration Statement or the Final Prospectus which in the opinion
of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such
Securities.
(b) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of such Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Securities, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal
amount of Securities which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal
amount of Securities which such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability
for its default.
page 13
(c) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of
all the Securities but does not exceed fifty percent of the aggregate
principal amount of all the Securities or if the Company shall not
exercise the right described in subsection (b) above to require non-
defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then, at the Company's option, (i) this
Agreement shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for the
expenses to be borne by the Company and the Underwriters as provided
in Section 7 hereof and the indemnity and contribution agreements in
Section 8 hereof, or (ii) the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of
Securities which such non-defaulting Underwriter agreed to purchase
hereunder. Notwithstanding the foregoing, nothing contained in this
Section 9(c) shall relieve a defaulting Underwriter from liability
for its default.
(d) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains
unpurchased exceeds fifty percent of the aggregate principal amount
of all the Securities, then this Agreement shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by this Company and
the Underwriters as provided in Section 7 hereof and the indemnity
and contribution agreements in Section 8 hereof. Notwithstanding the
foregoing, nothing contained in this Section 9(d) shall relieve a
defaulting Underwriter from liability for its default.
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 SCEcorp, a California
corporation, 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 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 or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Final Prospectus.
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 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 telecopied and confirmed to them, at the address
specified in Schedule I hereto; or, if sent to the Company, will be
page 14
mailed, delivered or telecopied and confirmed to it at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention Vice President and
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. Counsel for the Underwriters. As discussed in the Registration
Statement, from time to time ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ performs legal
services for the Company and its subsidiaries relating to special matters.
The Company and each Underwriter hereby consent to ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇
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, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ would not represent either the
Company or the Underwriters in connection with such dispute.
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,
SOUTHERN CALIFORNIA EDISON COMPANY
BY:
-----------------------------------------
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
BY:
BY:
-------------------------------------------
For themselves and the other several
Underwriters, if any, named in Schedule
II to the foregoing Agreement.
page 15
SCHEDULE I
Underwriting Agreement dated
Registration Statement Nos.
Representatives and Address:
Title, Purchase Price and Description of Securities:
Title:
Firm Amount:
Optional Securities:
Purchase Price:
Maturity:
Interest:
Sinking Fund Provisions:
Optional Redemption:
Closing Date and Time:
Method of Payment:
Modification of items to be covered by the letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP
delivered pursuant to Section 5(f):
Items to be delivered pursuant to Section 5(i):
PAGE
SCHEDULE II
Principal
Amount Aggregate Principal
of Firm Amount of Optional
Securities Securities to be
to be Purchased if Maximum
Underwriters Purchased Option Exercised
------------ ------------ ---------------------
------------ -----------
Total
============ ===========
