Execution Version
Southern California Edison Company
$350,000,000 5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036
$150,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2006B, Due 2009
Underwriting Agreement
New York, New York
January 24, 2006
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
▇▇▇▇▇▇ Brothers Inc.
As Representatives of the several Underwriters
c/▇ ▇▇▇▇▇▇ Brothers 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, $350,000,000 principal
amount of its 5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036 (the "2006A Bonds") and
$150,000,000 principal amount of its Floating Rate First and Refunding Mortgage Bonds, Series 2006B, Due 2009
(the "2006B Bonds" and, together with the 2006A Bonds, the "Securities"), to be issued under the One Hundred
Twelfth Supplemental Indenture (the "Supplemental Indenture") to be dated as of January 24, 2006, 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 Trust Company, N.A., as successor to
▇▇▇▇▇▇ Trust and Savings Bank, and ▇.▇. ▇▇▇▇▇▇▇, as successor trustee to Pacific-Southwest Trust & Savings
Bank, 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, the Base Prospectus, any Preliminary Prospectus Supplement or
the Final Prospectus Supplement 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 the Base Prospectus, any Preliminary
Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the
terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus,
any Preliminary Prospectus Supplement or the Final Prospectus Supplement 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 the Base Prospectus, any Preliminary
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Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated
therein by reference. Certain terms used herein are defined in Section 19 hereof.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each
Underwriter 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 333-123683) on Form S-3, including a related Base
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 Preliminary Prospectus Supplement, each of
which has previously been furnished to you and has become effective. The Company will next file with
the Commission a Final Prospectus Supplement relating to the Securities in accordance with Rule
424(b). The Registration Statement, at the Execution Time, is effective and meets the requirements
set forth in Rule 415(a)(1)(x).
(b) On each Effective Date, the Registration Statement did, and when the Final Prospectus Supplement is
first filed in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final
Prospectus Supplement (and any supplement 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 each Effective Date and at the Execution Time, the Registration Statement did not
and 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
each 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 date
of any filing pursuant to Rule 424(b) and on the Closing Date, the Final Prospectus Supplement
(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 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 Final
Prospectus Supplement (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 Final Prospectus Supplement (or any
supplement thereto), it being understood and agreed that the only such information furnished by or on
behalf of any Underwriter consists of the information described as such in Section 8 hereof.
(c) As of the Initial Sale Time, the Disclosure Package and the Final Term Sheet (as defined in Section
5(b) below) when taken together as a whole, do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding sentence does not apply to
statements in or
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omissions from the Disclosure Package or the Final Term Sheet based upon and in conformity with
written information furnished to the Company by any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof.
(d) (i) At the earliest time after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities
and (ii) as of the Execution Time (with such date being used as the determination date for purposes of
this clause (ii)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405),
without taking account of any determination by the Commission pursuant to Rule 405 that it is not
necessary that the Company be considered an Ineligible Issuer.
(e) Neither any Issuer Free Writing Prospectus nor the Final Term Sheet includes any information that
conflicts with the information contained in the Registration Statement, including any document
incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has
not been superseded or modified. The foregoing sentence does not apply to statements in or omissions
from the Disclosure Package or the Final Term Sheet based upon and in conformity with written
information furnished to the Company by any Underwriter through the Representatives specifically for
use therein, it being understood and agreed that the only such information furnished by or on behalf
of any Underwriter consists of the information described as such in Section 8 hereof.
(f) 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 Preliminary Prospectus Supplement and the
Final Prospectus Supplement, will not be an "investment company" as defined in the Investment Company
Act of 1940, as amended.
(g) 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 Registration
Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement, 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.
(h) There is no franchise, contract or other document of a character required to be described in the
Registration Statement, the Preliminary Prospectus Supplement or the Final Prospectus Supplement, or
to be filed as an exhibit thereto, which is not described or filed as required; and the statements in
the Preliminary Prospectus Supplement and the Final Prospectus Supplement under the heading "Summary--
Southern California Edison Company" and the statements incorporated into the Preliminary Prospectus
Supplement and the Final Prospectus Supplement 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, 2004 (the "Form 10-K"), as
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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 Preliminary Prospectus Supplement and the
Final Prospectus Supplement, fairly summarize the matters therein described in all material respects.
(i) This Agreement has been duly authorized, executed and delivered by the Company.
(j) The Securities and the Indenture conform in all material respects to the description thereof contained
in the Registration Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement;
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 provisions of
the Atomic Energy Act of 1954 and regulations thereunder, (D) as to its enforceability in respect of
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.
(k) 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 Registration
Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement.
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(l) 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.
(m) 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 Registration
Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement or in Section 1(j) of
this Agreement, and to such other matters that do not materially affect the security for the
Securities.
(n) 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 or SCE Funding LLC pursuant to, (i) the articles of incorporation, by-laws or other
organizational documents of the Company or SCE Funding LLC, (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 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 or SCE Funding LLC of any court, regulatory body,
administrative agency, governmental body, arbitrator or other authority having jurisdiction over the
Company or SCE Funding LLC or any of its or their properties.
(o) The consolidated historical financial statements and schedules of the Company and its consolidated
subsidiaries incorporated by reference in the Preliminary Prospectus Supplement, the Final Prospectus
Supplement 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 Data" in the Company's Form 10-K,
incorporated by reference in the Preliminary Prospectus Supplement, the Final Prospectus Supplement
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 Preliminary Prospectus
Supplement and the
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Final Prospectus Supplement complies with the requirements of Regulation G and Item 10(e) of
Regulation S-K under the Act.
(p) 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, 2004 incorporated by reference in
the Registration Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement, are
an independent registered public accounting firm with respect to the Company within the meaning of the
Act and the applicable published rules and regulations thereunder.
(q) 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 Registration Statement, Preliminary Prospectus Supplement and the
Final Prospectus Supplement (exclusive of any supplement thereto).
(r) 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; (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.
(s) Neither the Company nor SCE Funding is in violation or default of (i) any provision of its articles of
incorporation, bylaws or other organizational documents, (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 it 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).
(t) 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
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Effect, except as set forth in or contemplated in the Final Prospectus Supplement (exclusive of any
supplement thereto).
(u) 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 Preliminary Prospectus Supplement and the Final Prospectus Supplement (exclusive
of any supplement thereto). Except as set forth in the Preliminary Prospectus Supplement and the
Final Prospectus Supplement, the Company has not been named as a "potentially responsible party" under
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.
(v) 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 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 Preliminary Prospectus Supplement and the Final
Prospectus Supplement (exclusive of any supplement thereto).
(w) No holders of securities of the Company have rights to the registration of such securities under the
Registration Statement.
(x) The Company owns or leases all such properties as are necessary to the conduct of its operations as
presently conducted.
(y) 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.
(z) Except as set forth in the Preliminary Prospectus Supplement and the Final Prospectus Supplement
(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,
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except where the failure to satisfy such standard would not have a Material Adverse Effect; each
pension plan established or maintained by the Company and/or one or more of its subsidiaries, and the
trust forming part of each such plan, has been determined by the Internal Revenue Service to be
designed in accordance with Section 401 of the Code, and each such pension plan has subsequently been
amended, and the Company believes that each such pension plan, as amended, is designed in compliance
with Section 401 of the Code; 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, except in such cases where noncompliance would not have a
Material Adverse Effect; 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.
(aa) Except as disclosed in the Registration Statement, Preliminary Prospectus Supplement and the Final
Prospectus Supplement, 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 other than commercial paper.
(bb) 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.
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, (a) at a purchase price of 98.88% of the principal
amount thereof, the principal amount of the 2006A Bonds set forth opposite such Underwriter's name in
Schedule I hereto, and (b) at a purchase price of 99.65% of the principal amount thereof, the principal
amount of 2006B 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 time, on January 31, 2006 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
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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 for sale to the public as set forth in the Registration Statement, Disclosure Package and the
Final Prospectus Supplement.
5. 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 supplement (including the Final Prospectus Supplement or any Preliminary
Prospectus Supplement) to the Base 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, the
Company will cause the Final Prospectus Supplement, 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 Final Prospectus Supplement, 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 (if required) with the Commission, (2) when, prior to termination of the
offering of the Securities, any amendment to the Registration Statement shall have been filed or
become effective, (3) of any request by the Commission or its staff for any amendment of the
Registration Statement, or any Rule 462(b) Registration Statement, or for any supplement to the Final
Prospectus Supplement or for any additional information, (4) 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 (5) 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 of such stop order,
including, if necessary, by filing an amendment to the Registration Statement or a new registration
statement and using its best efforts to have such amendment or new registration statement declared
effective as soon as practicable.
(b) The Company will prepare a final term sheet, substantially in the form of Schedule II hereto (the
"Final Term Sheet"), and will file the Final Term Sheet pursuant to Rule 433(d) within the time
required by such Rule.
(c) If there occurs an event or development as a result of which the Disclosure Package would include an
untrue statement of a material fact or would omit to state a
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material fact necessary in order to make the statements therein, in the light of the circumstances
then prevailing, not misleading, the Company will notify promptly the Representatives so that any use
of the Disclosure Package may cease until it is amended or supplemented.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act
(including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event
occurs as a result of which the Final Prospectus Supplement 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, file a new registration statement or
supplement the Final Prospectus Supplement to comply with the Act or the Exchange Act or the
respective rules thereunder, including in connection with use or delivery of the Final Prospectus
Supplement, 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 or new registration statement which will correct such statement or omission or
effect such compliance; (3) use its best efforts to have any amendment to the Registration Statement
or new registration statement declared effective as soon as practicable in order to avoid any
disruption in use of the Final Prospectus Supplement; and (4) supply any amended or supplemented Final
Prospectus Supplement to you in such quantities as you may reasonably request.
(e) 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.
(f) Upon request, 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 (including in
circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each
Preliminary Prospectus Supplement, the Final Prospectus and each Issuer Free Writing 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.
(g) 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
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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.
(h) (i) The Company agrees that, unless it has obtained or obtains, as the case may be, the prior written
consent of the Representatives, and (ii) each Underwriter, severally and not jointly, agrees with the
Company that, unless it has obtained or obtains, as the case may be, the prior written consent of the
Company, it has not made and will not make any offer relating to the Securities that would constitute
an Issuer Free Writing Prospectus or that would otherwise constitute a "free writing prospectus" (as
defined in Rule 405) required to be filed by the Company with the Commission or retained by the
Company under Rule 433, other than the Final Term Sheet; provided that the prior written consent of
the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses, if
any, included in Schedule III hereto. Any such free writing prospectus consented to by the
Representatives or the Company is hereinafter referred to as a "Permitted Free Writing Prospectus."
The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free
Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as
the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing
Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
(i) 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.
(j) 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 Securities, as described in Section 2 hereof, 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) The Final Prospectus Supplement, and any supplement thereto, have been filed in the manner and within
the time period required by Rule 424(b); the Final Term
Page 11
Sheet and any other material required to be filed by the Company pursuant to Rule 433(d) under the
Act, shall have been filed with the Commission within the applicable time periods prescribed for such
filings by Rule 433; 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President, Associate General
Counsel, Chief Governance Officer and Corporate Secretary of the Company, to have furnished to the
Representatives her 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;
(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 Registration Statement, Preliminary Prospectus Supplement and the Final
Prospectus Supplement;
(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 Registration
Statement, Preliminary Prospectus Supplement and the Final Prospectus Supplement and other
matters
Page 12
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 Registration Statement, Preliminary Prospectus Supplement and Final Prospectus
Supplement, 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, be reasonably likely to
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, the Preliminary Prospectus Supplement and the Final Prospectus
Supplement, 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 Preliminary Prospectus
Supplement and the Final Prospectus Supplement under the headings "Legal Matters" and "Summary
-- Southern California Edison Company" or incorporated by reference into the Preliminary
Prospectus Supplement and the Final Prospectus Supplement 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, 2004, 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 Preliminary Prospectus Supplement and the Final Prospectus
Supplement, fairly summarize the matters therein described in all material respects; and the
statements set forth in the Preliminary Prospectus Supplement and the Final 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 Preliminary
Prospectus Supplement and the Final Prospectus Supplement, 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 Final Prospectus Supplement
(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;
Page 13
(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 Preliminary Prospectus Supplement and
the Final Prospectus Supplement, 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 contemplated in this
Agreement and in the Registration Statement, Preliminary Prospectus Supplement and the Final
Prospectus Supplement 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 articles
of incorporation 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.
Such opinion will also include language to the effect that such counsel has no reason to believe that,
as of the Initial Sale Time, the documents included in the Disclosure Package and the Final Term Sheet
contained any untrue statement of a material fact or omitted to state any material fact necessary in
order to make the statements therein, in the light of circumstances under which they were made, not
misleading.
Such opinion will also include language to the effect that counsel has no reason to believe that on
the Effective Date the Registration Statement contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
Page 14
necessary to make the statements therein not misleading or that the Final Prospectus Supplement 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 any material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.
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 she deems proper and specified in such opinion, upon the opinion of other counsel of good
standing whom she believes to be reliable and who are satisfactory to counsel for the Underwriters and
(B) as to matters of fact, to the extent she 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 Final Prospectus Supplement in this paragraph (b) shall also
include any supplements thereto at the Closing Date.
(c) The Representatives shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the
Underwriters, such opinion or opinions, dated the Closing Date and addressed to the Representatives 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
Senior Vice President, Chief Financial Officer of the Company, dated the Closing Date, to the effect
that he has carefully examined the Registration Statement, the Disclosure Package and the Final
Prospectus Supplement, any supplements or amendments thereto and this Agreement and that:
(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
Preliminary Prospectus Supplement and the Final Prospectus Supplement (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 Preliminary Prospectus Supplement and the Final
Prospectus Supplement (exclusive of any supplement thereto).
Page 15
(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 registered public accounting firm with respect to the Company
within the meaning of the Act and the applicable rules and regulations thereunder adopted by the
Commission and the Public Company Accounting Oversight Board (United States) and that they have
performed a review of the unaudited interim financial information of the Company for the three-month
and nine-month periods ended September 30, 2005, and as at September 30, 2005, in accordance with
Statement on Auditing Standards No. 100, stating in effect that:
(i) in their opinion the audited consolidated financial statements and financial statement schedules of
the Company audited by them and included or incorporated by reference in the Registration
Statement, the Preliminary Prospectus Supplement (in the case of the letter delivered at the
Execution Time) and the Final Prospectus Supplement (in the case of the letter delivered at the
Closing Date) 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
three-month and nine month periods ended September 30, 2005, and as at September 30, 2005,
incorporated by reference in the Registration Statement, the Preliminary Prospectus Supplement
(in the case of the letter delivered at the Execution Time) and the Final Prospectus Supplement
(in the case of the letter delivered at the Closing Date); 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 and accounting matters
of the Company and its subsidiaries as to transactions and events subsequent to December 31,
2004, 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, the Preliminary Prospectus Supplement (in the case of the letter delivered
at the Execution Time) and the Final Prospectus Supplement (in the case of the letter
delivered at the Closing Date) 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
Page 16
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, the Preliminary Prospectus
Supplement (in the case of the letter delivered at the Execution Time) and the Final
Prospectus Supplement (in the case of the letter delivered at the Closing Date); or
(2) with respect to the period subsequent to September 30, 2005, 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, 2005, consolidated balance
sheet included or incorporated by reference in the Registration Statement, the
Preliminary Prospectus Supplement (in the case of the letter delivered at the Execution
Time) and the Final Prospectus Supplement (in the case of the letter delivered at the
Closing Date), or for the period from October 1, 2005 to the most recent month end for
which the financial statements are available 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, the Preliminary
Prospectus Supplement (in the case of the letter delivered at the Execution Time) and the Final
Prospectus Supplement (in the case of the letter delivered at the Closing Date) and in Exhibit
12 to the Registration Statement, including the information set forth under the caption
"Selected Financial Information" incorporated by reference in the Preliminary Prospectus
Supplement (in the case of the letter delivered at the Execution Time) and the Final Prospectus
Supplement (in the case of the letter delivered at the Closing Date), 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, the Preliminary Prospectus
Supplement (in the case of the letter delivered at the Execution Time) and the Final Prospectus
Supplement (in the case of the letter delivered at the Closing Date), 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, the Preliminary Prospectus
Supplement (in the case of the letter delivered at the Execution Time) and the Final Prospectus
Supplement (in the case of the letter delivered at the Closing Date), 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) the Preliminary Prospectus Supplement and
the Final Prospectus Supplement (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 Preliminary Prospectus Supplement and the Final Prospectus Supplement
(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), the Preliminary Prospectus
Supplement and the Final Prospectus Supplement (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.
Page 17
The documents required to be delivered by this Section 6 shall be delivered at the office of
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 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 default by any of the Underwriters, the Company will reimburse the Underwriters severally
through ▇▇▇▇▇▇ Brothers 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 Supplement, the Final Prospectus Supplement, any Issuer Free Writing Prospectus or the information
contained in the Final Term Sheet, 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 of the Final Prospectus Supplement regarding
delivery of the Securities and, under the
Page 18
heading of the Final Prospectus Supplement labeled "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 the Final Prospectus Supplement constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the Final Prospectus Supplement.
(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 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 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
Page 19
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 any
agreement among underwriters relating to the offering of the Securities) be responsible for any amount in
excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter
hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason,
the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault of the Company on the one hand and of the
Underwriters on the other in connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be
equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits
received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions,
in each case as set forth on the cover page of the Final Prospectus Supplement. 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
Page 20
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 Final Prospectus
Supplement 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. Certain Acknowledgements by the Company. The Company acknowledges and agrees that the Underwriters
are acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to
the offering of Securities contemplated hereby (including in connection with determining the terms of the
offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person.
Additionally, neither the Representative nor any other Underwriter is advising the Company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company
shall consult with its own advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall
have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of
the Company, the transactions contemplated hereby or other matters relating to such transactions will be
performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
11. 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 (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 Preliminary Prospectus Supplement and the Final Prospectus
Supplement (exclusive of any supplement thereto).
12. 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.
13. 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 each of ▇▇▇▇▇▇
Brothers Inc., Attention: Debt Capital Markets, Power Group, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (fax no.:
(▇▇▇) ▇▇▇-▇▇▇▇) (with a copy to the General
Page 21
Counsel at the same address); Deutsche Bank Securities Inc., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇, Attention Debt
Capital Markets (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇) with a copy to the General Counsel (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇); and
Credit Suisse Securities (USA) LLC, Attention: IBD Legal, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇, (fax no.: (▇▇▇) ▇▇▇-▇▇▇▇); 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.: (▇▇▇) ▇▇▇-▇▇▇▇).
14. 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.
15. Applicable Law and Waiver of Jury Trial. (a) 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.
(b) The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Agreement or the transactions contemplated hereby.
16. 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.
17. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written
or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
18. Headings. The section headings used herein are for convenience only and shall not affect the
construction hereof.
19. 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.
"Base Prospectus" shall mean the prospectus referred to in paragraph 1(a) above contained in
the Registration Statement at the Effective Date.
"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.
Page 22
"Disclosure Package" shall mean (i) the Preliminary Prospectus Supplement, as amended and
supplemented to the Execution Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in
Schedule III hereto, and (iii) any other Free Writing Prospectus that the parties hereto shall
hereafter expressly agree in writing to treat as part of the Disclosure Package.
"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.
"Final Prospectus Supplement" shall mean the prospectus supplement relating to the Securities
that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base
Prospectus.
"Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405.
"Initial Sale Time" shall mean 2:20 pm (Eastern time) on the date of this Underwriting
Agreement.
"Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in
Rule 433.
"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 Supplement" shall mean any preliminary prospectus supplement to the
Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of
the Final Prospectus Supplement, together with the Base Prospectus.
"Registration Statement" shall mean the registration statement referred to in paragraph 1(a)
above, including exhibits and financial statements, as amended on each Effective Date 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.
"Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B"
and "Rule 433" refer to such rules under the Act.
Page 23
"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.
"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission promulgated thereunder.
Page 24
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:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
CREDIT SUISSE SECURITIES (USA) LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title:Managing Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:Managing Director
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Title:Managing Director
▇▇▇▇▇▇ BROTHERS INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title:Senior Vice President
For themselves and the other several
Underwriters named in Schedule I to
the foregoing Agreement.
SCHEDULE I
Principal Amount of Principal Amount of
2006A Bonds to 2006B Bonds to be
Underwriter be Purchased Purchased
----------- ------------------- -------------------
Credit Suisse Securities (USA) LLC.................. $91,000,000 $39,000,000
Deutsche Bank Securities Inc. ...................... $91,000,000 $39,000,000
▇▇▇▇▇▇ Brothers Inc................................. $91,000,000 $39,000,000
▇▇▇▇▇ Fargo Securities, LLC......................... $42,000,000 $18,000,000
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ............................... $17,500,000 $7,500,000
Greenwich Capital Markets, Inc. .................... $17,500,000 $7,500,000
------------ ------------
Total....................................... $350,000,000 $150,000,000
============ ============
===============================================================================================================
Page 25
SCHEDULE II
[SCE Logo]
$350,000,000
5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036
SUMMARY OF TERMS
Security 5.625% First and Refunding Mortgage Bonds, Series 2006A, Due 2036
Issuer: Southern California Edison Company ("SCE", or the "Company")
Joint Book-running
Managers: Credit Suisse / Deutsche Bank Securities / ▇▇▇▇▇▇ Brothers
Principal Amount: $350,000,000
Ratings of Securities: A3/BBB+ (▇▇▇▇▇'▇ / S&P)
Settlement Date: January 31, 2006 (T+5)
Maturity: February 1, 2036
Benchmark US Treasury: 5.375% due 02/15/31
Benchmark US Treasury
yield: 4.582%
Spread to Benchmark
US Treasury: +106 bps
▇▇▇▇▇▇▇ ▇▇▇▇▇: 5.642%
Coupon: 5.625%
Coupon Payment Dates: February 1 and August 1
First Coupon Payment Date: August 1, 2006
Public Offering Price: 99.755%
Optional Redemption: Callable at any time, in whole or in part, at a "make whole" premium of T+20 bps
CUSIP/ISIN 842400 FC 2/ US842400FC28
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling ▇▇▇-▇▇▇-▇▇▇▇ (Collect) for Credit Suisse Securities (USA)
LLC, by calling ▇▇▇-▇▇▇-▇▇▇▇ for Deutsche Bank Securities Inc. or by calling ▇▇▇-▇▇▇-▇▇▇▇ (Collect) for
▇▇▇▇▇▇ Brothers Inc.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system.
Page 26
$150,000,000
Floating Rate First and Refunding Mortgage Bonds, Series 2006B, Due 2009
SUMMARY OF TERMS
Security: First and Refunding Mortgage Bonds, Series 2006B, Due 2009
Issuer: Southern California Edison Company ("SCE", or the "Company")
Joint
Book-running Credit Suisse / Deutsche Bank Securities / ▇▇▇▇▇▇ Brothers
Managers:
Principal Amount: $150,000,000
Ratings of
Securities: A3/BBB+ (▇▇▇▇▇'▇ / S&P)
Settlement Date: January 31, 2006 (T+5)
Maturity: February 2, 2009
Floating rate equal to three-month LIBOR (calculated as described in the
Coupon: Preliminary Prospectus Supplement dated January 24, 2006) plus 0.10%;
reset quarterly.
Coupon Payment
Dates: Payable quarterly on February 2, May 2, August 2, November 2
First Coupon
payment Date: May 2, 2006
Public Offering
Price: 100%
Optional Redemption: The bonds may not be redeemed prior to maturity.
CUSIP/ISIN: 842400 FD 0/ US842400FD01
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus in that registration statement
and other documents the issuer has filed with the SEC for more complete information about the issuer and this
offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC web site at ▇▇▇.▇▇▇.▇▇▇.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send
you the prospectus if you request it by calling ▇▇▇-▇▇▇-▇▇▇▇ (Collect) for Credit Suisse Securities (USA)
LLC, by calling ▇▇▇-▇▇▇-▇▇▇▇ for Deutsche Bank Securities Inc. or by calling ▇▇▇-▇▇▇-▇▇▇▇ (Collect) for
▇▇▇▇▇▇ Brothers Inc.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or notice was automatically generated as a result of this communication being
sent by Bloomberg or another email system.
Page 27
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
NONE