Southern California Edison Company
$300,000,000 5% First and Refunding Mortgage Bonds, Series 2004A, Due 2014
$525,000,000 6% First and Refunding Mortgage Bonds, Series 2004B, Due 2034
$150,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2004C, Due 2006
Underwriting Agreement
New York, New York
January 7, 2004
Citigroup Global Markets Inc.
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇▇▇▇ Brothers Inc.
As Representatives of the several Underwriters,
c/o Citigroup Global Markets Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Southern California Edison Company, a corporation organized under the laws of the State of California (the "Company"), proposes to
sell to the several underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representatives") are acting as
representatives, $300,000,000 principal amount of its 5% First and Refunding Mortgage Bonds, Series 2004A, Due 2014 (the "2004A
Bonds"), $525,000,000 principal amount of its 6% First and Refunding Mortgage Bonds, Series 2004B, Due 2034 (the "2004B Bonds") and
$150,000,000 principal amount of its Floating Rate First and Refunding Mortgage Bonds, Series 2004C, Due 2006 (the "2004C Bonds" and,
together with the 2004A Bonds and the 2004B Bonds, the "Securities"), to be issued under the One Hundred First Supplemental Indenture
(the "Supplemental Indenture") to be dated as of January 7, 2004, to a Trust Indenture dated as of October 1, 1923 (the "Trust
Indenture" and, as supplemented by the Supplemental Indenture, the "Indenture") between the Company and The Bank of New York, as
successor to ▇▇▇▇▇▇ Trust and Savings Bank, and ▇.▇. ▇▇▇▇▇▇▇, as trustees (the "Trustees"). To the extent there are no additional
Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the
terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the
Registration Statement, a Preliminary Prospectus or the 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 Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of such Preliminary Prospectus or the Prospectus, as the case may be; and any reference
herein to the terms amend, amendment or supplement with respect to the
Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the Registration Statement, or the issue date of any Preliminary
Prospectus or the Prospectus, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are
defined in Section 17 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter
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as set forth below in this Section 1.
(a) The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the
Commission a registration statement (file number 333-109764) on Form S-3, including a related preliminary prospectus, for
registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments
thereto, including a related preliminary prospectus, each of which has previously been furnished to you. The Company will
next file with the Commission one of the following: either (1) prior to the Effective Date of such registration statement,
a further amendment to such registration statement, including the form of final prospectus or (2) after the Effective Date
of such registration statement, a final prospectus in accordance with Rules 430A and 424(b). In the case of clause (2), the
Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A
Information) required by the Act and the rules thereunder to be included in such registration statement and the Prospectus.
As filed, such amendment and form of final prospectus, or such final prospectus, shall contain all Rule 430A Information,
together with all other such required information, and, except to the extent the Representatives shall agree in writing to a
modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the
extent not completed at the Execution Time, shall contain only such specific additional information and other changes
(beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time,
will be included or made therein.
(b) On the Effective Date, the Registration Statement did or will, and when the Prospectus is first filed (if
required) in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Prospectus (and any supplements
thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust
Indenture Act and the respective rules thereunder; on the Effective Date and at the Execution Time, the Registration
Statement did not or will not 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; on the Effective Date and on the
Closing Date the Indenture did or will comply in all material respects with the applicable requirements of the Trust
Indenture Act and the rules thereunder; and, on the Effective Date, the Prospectus, if not filed pursuant to Rule 424(b),
will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (together with any
supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or warranties
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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 Trustees or (ii) the information contained in or omitted from the
Registration Statement, or the Prospectus (or any 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
inclusion in the Registration Statement or the Prospectus (or any supplement thereto).
(c) 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 Prospectus, will not be an "investment company" as defined in the Investment
Company Act of 1940, as amended.
(d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the
laws of the State of California 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 Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction that requires such qualification.
(e) There is no franchise, contract or other document of a character required to be described in the
Registration Statement or Prospectus, or to be filed as an exhibit thereto, which is not described or filed as required; and
the statements in the Prospectus under the heading "Summary-- Southern California Edison Company" and the statements
incorporated into the Prospectus from the sections entitled "Regulation" and "Environmental Matters" in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K"), as supplemented by information contained
in the Company's subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are incorporated into the
Prospectus, fairly summarize the matters therein described in all material respects.
(f) This Agreement has been duly authorized, executed and delivered by the Company.
(g) The Securities and the Indenture conform in all material respects to the description thereof contained in
the Prospectus; each of the Trust Indenture and the Supplemental Indenture has been duly authorized by the Company and,
assuming due authorization, execution and delivery thereof by the Trustees, the Trust Indenture constitutes and, as
supplemented by the Supplemental Indenture when executed and delivered by the Company, will constitute a legal, valid, and
binding instrument enforceable against the Company in accordance with its terms (subject, as to enforcement of remedies, to
(A) applicable bankruptcy, fraudulent conveyance, fraudulent transfer, reorganization, insolvency, moratorium, equitable
subordination or other laws affecting creditors' rights generally from time to time in effect and to general principles of
equity, (B) the terms of the franchises, licenses, easements, leases, permits, contracts and other instruments under which
the mortgaged property is held or operated, (C) as to its enforceability in respect of the Company's interest in nuclear
energy facilities, the
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provisions of the Atomic Energy Act of 1954 and regulations thereunder, (D) as to its enforceability in respectof the interest of
the Company in the Four Corners Generating Station and the easement and lease therefor, to possible defects in title,
including possible conflicting grants or encumbrances not ascertainable because of the absence of or inadequacies in the
applicable recording law and the record system of the Bureau of Indian Affairs and the Navajo Nation, to the possible
inability of the Company to resort to legal process to enforce its rights against the Navajo Nation without Congressional
consent and, in the case of the Company's lease, to possible impairment or termination under certain circumstances by
Congress or the Secretary of the Interior and (E) such other liens, prior rights and encumbrances none of which (with the
possible exception of the matter referred to in clause (D) above), with immaterial exceptions, affects from a legal
standpoint the security for the Securities, the ability of the Trustees to foreclose on the property subject to the liens
created by the Indenture or the Company's right to use such properties in its business); the Securities have been duly and
validly authorized, and, when issued and delivered to and paid for by the Underwriters pursuant to this Agreement, will be
fully paid and nonassessable.
(h) No consent, approval, authorization, filing with or order of any court or governmental agency or body is
required in connection with the transactions contemplated herein, except such as have been obtained (i) under the Act, (ii)
from the California Public Utilities Commission and (iii) such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner
contemplated herein and in the Prospectus.
(i) All such filings, recordings, indexings and postings to geographical indexes have been made in (x) county
real estate records or offices of county recorders, (y) Federal and State offices, bureaus and agencies and (z) offices of
the Navajo Nation as are necessary under applicable law to perfect, preserve and protect the lien created by the Indenture
or ensure that such filings, recordations, postings and indexings are fully effective to give constructive notice,
constructive knowledge or implied notice, as applicable, of such lien and the property subject thereto to all purchasers,
mortgagees and encumbrancers of such property (other than after-acquired property) who become such subsequent to the date of
such recording, filing, posting or indexing.
(j) The Indenture will constitute a legally valid first lien or charge, to the extent that it purports to be
such, on substantially all of the property now owned by the Company to the extent and subject to the exceptions, defects,
qualifications and other matters set forth or referred to in the Prospectus or in Section 1(g) of this Agreement, and to
such other matters that do not materially affect the security for the Securities.
(k) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition
of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the charter or by-laws of the
Company, (ii) the terms of any indenture (other than, solely with respect to the imposition of liens, charges and
encumbrances upon property or assets of the Company or SCE Funding LLC, the lien created by the Indenture in favor of the
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Securities), contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition,
covenant or instrument to which the Company or SCE Funding LLC is a party or bound or to which its or their property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the
Company or any of its properties.
(l) The consolidated historical financial statements and schedules of the Company and its consolidated
subsidiaries incorporated by reference in the Prospectus and the Registration Statement (the "Financial Statements") present
fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the dates
and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been
prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods
involved (except as otherwise noted therein). The selected financial data set forth under the caption "Selected Financial
Information" in the Company's Form 10-K, incorporated by reference in the Prospectus and Registration Statement fairly
present, on the basis stated in the Form 10-K, the information included therein. The financial information included or
incorporated in the Prospectus complies with the requirements of Regulation G and Item 10(e) of Regulation S-K under the Act.
(m) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, who certified certain financial statements of the Company and its consolidated
subsidiaries and delivered their report with respect to such audited consolidated financial statements incorporated by
reference in the Prospectus and Registration Statement, were independent public accountants with respect to the Company
within the meaning of the Act and the applicable published rules and regulations thereunder for the periods so reported
prior to their replacement by the Company on May 8, 2002; PricewaterhouseCoopers LLP, who have certified certain financial
statements of the Company and its consolidated subsidiaries and delivered their report with respect to the audited
consolidated financial statements and schedules for the year ended December 31, 2002 incorporated by reference in the
Prospectus, are independent public accountants with respect to the Company within the meaning of the Act and the applicable
published rules and regulations thereunder.
(n) No 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 is pending or, to the best knowledge of
the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this
Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a
Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto).
(o) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations;
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(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with
management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(p) Neither the Company nor, with respect to (ii) below, SCE Funding is in violation or default of (i) any
provision of its charter or bylaws, (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 it is a party or bound
or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the
Company or any of its properties, as applicable (except, in the case of clauses (ii) and (iii), for such violations or
defaults as would not, in the aggregate, have a Material Adverse Effect).
(q) The Company possesses all licenses, certificates, permits and other authorizations issued by the
appropriate national and local U.S. federal and state regulatory authorities necessary to conduct their respective
businesses, and the Company has not received any notice of proceedings relating to the revocation or modification of any
such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a Material Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive
of any supplement thereto).
(r) The Company is (i) in compliance with any and all applicable national and local U.S. federal and state laws
and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants ("Environmental Laws"), (ii) has received and are in compliance with all permits,
licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and
(iii) has not received notice of any actual or potential liability for the investigation or remediation of any disposal or
release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with
Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not have a Material
Adverse Effect, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). Except as
set forth in the Prospectus, the Company has not been named as a "potentially responsible party" under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.
(s) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws
on the business, operations and properties of the Company, in the course of which it identifies and evaluates associated
costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure
of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on
operating activities and any potential liabilities to
6
third parties). On the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would
not, singly or in the aggregate, have a Material Adverse Effect, except as set forth in the Prospectus (exclusive of any
supplement thereto).
(t) No holders of securities of the Company have rights to the registration of such securities under the
Registration Statement.
(u) The Company owns or leases all such properties as are necessary to the conduct of its operations as
presently conducted.
(v) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that
might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the Securities.
(w) Except as set forth in the Prospectus (exclusive of any supplement thereto), the minimum funding standard
under Section 302 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published
interpretations thereunder ("ERISA"), has been satisfied by each "pension plan" (as defined in Section 3(2) of ERISA) which
has been established or maintained by the Company and/or one or more of its subsidiaries, and the trust forming part of each
such plan which is intended to be qualified under Section 401 of the Code is so qualified; each of the Company and its
subsidiaries has fulfilled its obligations, if any, under Section 515 of ERISA; each pension plan and welfare plan
established or maintained by the Company and/or one or more of its subsidiaries is in compliance in all material respects
with the currently applicable provisions of ERISA; and neither the Company nor any of its subsidiaries has incurred or could
reasonably be expected to incur any withdrawal liability under Section 4201 of ERISA, any liability under Section 4062,
4063, or 4064 of ERISA, or any other liability under Title IV of ERISA.
(x) Except as disclosed in the Registration Statement and the Prospectus, the Company (i) does not have any
material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does not intend to
use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of the
Underwriters.
(y) There is and has been no failure on the part of the Company and any of the Company's directors or officers,
in their capacities as such, to comply with Section 401 of the Sarbanes Oxley Act of 2002 and the rules and regulations
promulgated in connection therewith (the "Sarbanes Oxley Act") related to loans.
Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the
Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to
matters covered thereby, to each Underwriter.
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2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and
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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, (i) at a purchase price of 99.194% of the principal amount thereof, the principal amount of the 2004A
Bonds set forth opposite such Underwriter's name in Schedule I hereto; (ii) at a purchase price of 98.464% of the principal amount
thereof, the principal amount of the 2004B Bonds set forth opposite such Underwriter's name in Schedule I hereto; and (i) at a
purchase price of 99.750% of the principal amount thereof, the principal amount of the 2004C Bonds set forth opposite such
Underwriter's name in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 AM, New York City
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time, on January 14, 2004 or at such time on such later date not more than five Business Days after the foregoing date as the
Representatives shall designate, 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 against
payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the
facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities
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for sale to the public as set forth in the Prospectus.
5. Agreements. The Company agrees with the several Underwriters that:
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(a) The Company will use its best efforts to cause the Registration Statement, if not effective at the
Execution Time, and any amendment thereof, to become effective. Prior to the termination of the offering of the Securities,
the Company will not file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b)
Registration Statement 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, if the
Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise
required under Rule 424(b), the Company will cause the Prospectus, properly completed, and any supplement thereto to be
filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The
Company will promptly advise the Representatives (1) when the Registration Statement, if not effective at the Execution
Time, shall have become effective, (2) when the Prospectus, and any supplement thereto, shall have been filed (if required)
with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the
Commission, (3) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement
shall have been filed or become effective, (4) of any request by the Commission or its staff for any amendment of the
Registration
8
Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Prospectus or for any additional information,
(5) 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 (6) 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 institution or
threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such
stop order or the suspension of any such qualification 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 Prospectus as then 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 the Registration Statement or supplement the Prospectus
to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (1) notify the
Representatives of such event; (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of
this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance; and
(3) supply any supplemented Prospectus to you in such quantities as you may reasonably request.
(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 and its subsidiaries 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, signed
copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration
Statement (without exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by
the Act, as many copies of each Preliminary Prospectus and the Prospectus and any supplement thereto as the Representatives
may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the
offering.
(e) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of
such jurisdictions as the Representatives may designate, will maintain such qualifications in effect so long as required for
the distribution of the Securities and will pay any fee of the National Association of Securities Dealers, Inc., in
connection with its review of the offering; provided that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of
process in suits, other than those arising out of the offering or sale of the Securities in any jurisdiction where it is not
now so subject.
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(f) The Company will not, without the prior written consent of the Representatives, offer, sell, contract to
sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the
Company) directly or indirectly, including the filing (or participation in the filing) of a registration statement with the
Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company
(other than the Securities) or publicly announce an intention to effect any such transaction for a period commencing on the
date hereof and ending on the Closing Date.
(g) The Company will not take, directly or indirectly, any action designed to or that would constitute or that
might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of the Securities.
6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the
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Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of
the Execution Time and 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) If the Registration Statement has not become effective prior to the Execution Time, unless the
Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00
PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior
to 3:00 PM New York City time on such date or (ii) 9:30 AM on the Business Day following the day on which the public
offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of
the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any such supplement,
will be filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been
instituted or threatened.
(b) The Company shall have requested and caused ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Assistant General Counsel of the Company, to
have furnished to the Representatives his opinion, dated the Closing Date and addressed to the Representatives, to the
effect that:
(i) The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of California;
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(ii) The Company has the corporate power and authority to own and operate its property, to lease the
property it operates as lessee and to conduct the business in which it is currently engaged, as described in the
Prospectus;
(iii) The Company has all requisite corporate power and authority, has taken all requisite corporate
action, and has received and is in compliance with all governmental, judicial and other authorizations, approvals
and orders necessary to enter into and perform the Underwriting Agreement and the Supplemental Indenture and to
offer, issue, sell and deliver the Securities;
(iv) the Trust Indenture has been duly authorized, executed and delivered by the Company and is a
legal, valid, and binding instrument enforceable against the Company in accordance with its terms;
(v) the Supplemental Indenture has been duly authorized, executed and delivered by the Company and is
a legal, valid, and binding instrument enforceable against the Company in accordance with its terms;
(vi) the Securities have been duly authorized by the Company 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 Trust
Indenture, as supplemented by the Supplemental Indenture;
(vii) the Trust Indenture, as supplemented by the Supplemental Indenture, creates a legally valid first
lien, to the extent that it purports to be such, on the properties and assets of the Company subject thereto,
securing, among other things, the Securities, subject to the exceptions, defects, qualifications and other matters
set forth or referred to in the Prospectus and other matters that do not, in the opinion of such counsel, materially
affect the security for the Securities;
(viii) to 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 which is not adequately disclosed in the Prospectus, except in each case for
such proceedings that, if the subject of an unfavorable decision, ruling or finding, would not singly or in the
aggregate, result in a material adverse change in the condition (financial or otherwise), prospects, earnings,
business, properties or results of operations of the Company, and there is no franchise, contract or other document
of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit
thereto, which is not described or filed as required; and the statements included or incorporated by reference in
the Prospectus under the headings "Legal Matters" and "Summary-- Southern California Edison Company" or incorporated
by reference into the Prospectus from the sections entitled "Regulation" and
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"Environmental Matters" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002, as supplemented by information contained in the Company's subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, which are incorporated by reference in the Prospectus, fairly summarize the matters
therein described in all material respects; and the statements set forth in the Prospectus Supplement under the
heading "Certain Terms of the Bonds" and in the base prospectus under the heading "Description of the First Mortgage
Bonds," insofar as those statements purport to summarize certain provisions of the Trust Indenture, the Supplemental
Indenture and the Securities, are accurate summaries in all material respects;
(ix) the Registration Statement has become effective under the Act; any required filing of the
Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time
period required by Rule 424(b); to the knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened and the
Registration Statement and the Prospectus (other than the financial statements and other financial and statistical
information contained therein, as to which such counsel need express no opinion) comply as to form in all material
respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the
respective rules thereunder; and such counsel has no reason to believe that on the Effective Date or the date the
Registration Statement was last deemed amended the Registration Statement 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 Prospectus as of its date and on the Closing Date included or includes
any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading (in each case,
other than the financial statements and other financial and statistical information contained therein, as to which
such counsel need express no opinion);
(x) this Agreement has been duly authorized, executed and delivered by the Company;
(xi) 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 Prospectus, will not be an "investment company" as defined
in the Investment Company Act of 1940, as amended;
(xii) no consent, approval, authorization, filing with or order of any court or governmental agency or
body is required in connection with the transactions contemplated herein, except such as have been obtained (i)
under the Act, (ii) from the California Public Utilities Commission and (iii) such as may be required under the blue
sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters
in the manner
12
contemplated in this Agreement and in the Prospectus and such other approvals (specified in such opinion)
as have been obtained;
(xiii) 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 contemplated nor the fulfillment of the terms hereof will
conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to, (i) the charter or by-laws of the Company, (ii) the terms of any
indenture (other than, solely with respect to the disposition of liens, charges and encumbrances upon property or
assets of the Company or SCE Funding LLC, the lien created by the Indenture in favor of the Securities), contract,
lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant
or instrument to which the Company or SCE Funding LLC is a party or bound or to which its or their property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any
court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction
over the Company or any of its properties; and
(xiv) no holders of securities of the Company have rights to the registration of such securities under
the Registration Statement.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction
other than the State of California or the Federal laws of the United States, to the extent he deems proper and specified in
such opinion, upon the opinion of other counsel of good standing whom he believes to be reliable and who are satisfactory to
counsel for the Underwriters and (B) as to matters of fact, to the extent he deems proper, on certificates of responsible
officers of the Company and public officials. Such counsel may render such opinion subject to such exceptions and
qualifications as are reasonable or customary under the circumstances and acceptable to counsel for the Underwriters.
References to the Prospectus in this paragraph (b) shall also include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the
Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives, with respect to the
issuance and sale of the Securities, the Indenture, the Registration Statement, the Prospectus (together with any supplement
thereto) 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.
(d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the chief
financial officer and the controller of the Company, dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the Prospectus, any supplements to the Prospectus and this
Agreement and that:
13
(i) the representations and warranties of the Company in this Agreement are true and correct 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 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 or incorporated by reference in
the Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the condition
(financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as
a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or
contemplated in the Prospectus (exclusive of any supplement thereto).
(e) The Company shall have requested and caused PricewaterhouseCoopers LLP to have furnished to the
Representatives, at the Execution Time and at the Closing Date, letters, dated respectively as of the Execution Time and as
of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the respective applicable rules and regulations adopted
by the Commission thereunder and that they have performed a review of the unaudited interim financial information of the
Company for the nine-month period ended September 30, 2003, and as at September 30, 2003, in accordance with Statement on
Auditing Standards No. 100, and stating in effect that:
(i) in their opinion the audited financial statements and financial statement schedules included or
incorporated by reference in the Registration Statement and the 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
rules and regulations adopted by the Commission;
(ii) on the basis of a reading of the latest unaudited financial statements made available by the
Company and its subsidiaries; their limited review, in accordance with standards established under Statement on
Auditing Standards No. 100, of the unaudited interim financial information for the nine month period ended September
30, 2003, and as at September 30, 2003, incorporated by reference in the Registration Statement and the Prospectus;
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 the executive, finance,
compensation and audit committees of the Company, and inquiries of certain officials of the Company who have
responsibility for financial
14
and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to
December 31, 2002, nothing came to their attention which caused them to believe that:
(1) any unaudited financial statements included or incorporated by reference in the
Registration Statement and the Prospectus do not comply as to form in all material respects with applicable
accounting requirements of the Act and with the related rules and regulations adopted by the Commission
with respect to financial statements included or incorporated by reference in quarterly reports on Form
10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially consistent with that of the audited
financial statements included or incorporated by reference in the Registration Statement and the
Prospectus; or
(2) with respect to the period subsequent to September 30, 2003, there were any changes, at a
specified date not more than five days prior to the date of the letter, in the long-term debt of the
Company and its subsidiaries or common stock of the Company or decreases in the consolidated net current
assets (working capital) or shareholders equity of the Company as compared with the amounts shown on the
September 30, 2003, consolidated balance sheet included or incorporated by reference in the Registration
Statement and the Prospectus, or for the period from October 1, 2003 to such specified date there were any
decreases, as compared with the corresponding period in the preceding year and quarter in total
consolidated operating revenue, operating income, net income before taxes or net income available for
common stock of the Company and its subsidiaries, 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 and its subsidiaries) set forth
in the Registration Statement and the Prospectus and in Exhibit 12 to the Registration Statement, including the
information set forth under the caption "Selected Financial Information" in the Prospectus, the information included
or incorporated by reference in Items 1, 2, 6, 7 and 11 of the Company's Annual Report on Form 10-K, incorporated by
reference in the Registration Statement and the Prospectus, and the information included in the "Management's
Discussion and Analysis of Financial Condition and Results of Operations" included or incorporated by reference in
the Company's Quarterly Reports on Form 10-Q, incorporated by reference in the Registration Statement and the
15
Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions
of legal interpretation.
References to the Prospectus in this paragraph (e) include any supplement thereto at the date of the letter.
(f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the
Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there
shall not have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this
Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or
otherwise), earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising
from transactions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of
any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii) above, is, in the sole judgment
of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed with the offering or
delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the
Prospectus (exclusive of any supplement thereto).
(g) Subsequent to the Execution Time, there shall not have been any decrease in the rating of any of the
Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible
change in any such rating that does not indicate the direction of the possible change.
(h) 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.
If any of the conditions specified in this Section 6 shall not have been fulfilled 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 reasonably
satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the
Underwriters hereunder may be canceled 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 facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, counsel for the Underwriters, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, on the Closing Date.
7. Reimbursement of Underwriters' Expenses. 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 6 hereof is not satisfied, because of
any termination pursuant to Section 10 hereof 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
16
default by any of the Underwriters, the Company will reimburse the Underwriters severally through Citigroup Global Markets Inc.
on 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 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 any Preliminary Prospectus or the 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, as incurred, 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 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. This indemnity
agreement will be in addition to any liability which the Company may otherwise have.
(b) Each Underwriter severally and not jointly 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 statements set
forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading "Underwriting," (i) the
list of Underwriters and their respective participation in the sale of the Securities, (ii) the sentences related to concessions and
reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in any Preliminary
Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for
inclusion in any Preliminary Prospectus or the Prospectus.
(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 thereof; but the failure so to notify the indemnifying party (i) will
not relieve it from liability under paragraph (a) or (b) above unless
17
and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. 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
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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 as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on
the other from the offering of the Securities; provided, however, that in no case shall any Underwriter (except as may be provided in
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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
18
to the total underwriting discounts and commissions, in each case as set forth on the cover page of the 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 of allocation 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. 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 principal amount of Securities set forth opposite their names in
Schedule I hereto bears to the aggregate principal 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 the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to
purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such
nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. 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 five Business Days, as the Representatives shall determine in order that the required
changes in the Registration Statement and the 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 nondefaulting
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 at any time prior to such
time (i) trading in the Company's Common Stock 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
19
(iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a
national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole
judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as
contemplated by the Prospectus (exclusive of any supplement thereto).
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, employees, agents 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 sent by facsimile transmission to the Citigroup Global Markets Inc. General Counsel
(fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) and confirmed to the General Counsel, Citigroup Global Markets Inc., at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇ Attention: General Counsel; or, if sent to the Company, will be mailed, delivered or sent by facsimile transmission
to Southern California Edison Company, Assistant Treasurer, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (fax no. (▇▇▇) ▇▇▇-▇▇▇▇) and
confirmed to the attention of the General Counsel at the same address, c/o ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (fax no. (▇▇▇) ▇▇▇-▇▇▇▇.
13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their
-----------
respective successors and the officers, directors, employees, agents 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 applicable to contracts made and to be performed within 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. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated.
------------
"Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated
thereunder.
20
"Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies are authorized or obligated by law to close in New York City.
"Commission" shall mean the Securities and Exchange Commission.
"Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or
amendments thereto and any Rule 462(b) Registration Statement became or become effective.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission promulgated thereunder.
"Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
"Material Adverse Effect" shall mean, with respect to the Company, any effect that is materially adverse to the
condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken
as a whole, whether or not arising from transactions in the ordinary course of business.
"Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any
preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.
"Prospectus" shall mean the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after
the Execution Time or, if no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to
the Securities included in the Registration Statement at the Effective Date.
"Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including
exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form
in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration
Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended or such
Rule 462(b) Registration Statement, as the case may be. Such term shall include any Rule 430A Information deemed to be
included therein at the Effective Date as provided by Rule 430A.
"Rule 424", "Rule 430A" and "Rule 462" refer to such rules under the Act.
"Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to
be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A.
"Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant
to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.
21
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the
Commission promulgated thereunder.
22
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the
enclosed duplicate 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: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------
Name: ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President and
Chief Financial Officer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
CITIGROUP GLOBAL MARKETS INC.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ BROTHERS INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Managing Director
For themselves and the other
several Underwriters named in
Schedule I to the foregoing
Agreement.
23
SCHEDULE I
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Principal Amount of Principal Amount Principal Amount
2004A Bonds of 2004B Bonds to of 2004C Bonds
to be be Purchased to be Purchased
--------- ---------
Underwriters Purchased
------------ ---------
Citigroup Global Markets Inc.................................$69,900,000 $122,325,000 $34,950,000
▇.▇. ▇▇▇▇▇▇ Securities Inc. ................................. 69,900,000 122,325,000 34,950,000
▇▇▇▇▇▇ Brothers Inc. ........................................ 69,900,000 122,325,000 34,950,000
Barclays Capital Inc. ........................................15,900,000 27,825,000 7,950,000
Credit Suisse First Boston LLC................................15,900,000 27,825,000 7,950,000
Mellon Financial Markets, LLC..................................15,900,000 27,825,000 7,950,000
Wedbush ▇▇▇▇▇▇ Securities Inc.................................15,900,000 27,825,000 7,950,000
▇▇▇▇▇ Fargo Institutional Brokerage Services, LLC.............15,900,000 27,825,000 7,950,000
Banc One Capital Markets, Inc. ................................3,600,000 6,300,000 1,800,000
Deutsche Bank Securities Inc. .................................3,600,000 6,300,000 1,800,000
Scotia Capital (USA) Inc. .....................................3,600,000 6,300,000 1,800,000
------------ ------------ ------------
Total.............................................$300,000,000 $525,000,000 $150,000,000
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