EME Senior Unsecured Noteholders Deliver Notice of Termination of Transaction Support Agreement with Edison International
A group of senior unsecured noteholders of Edison Mission Energy ("EME") delivered a notice of termination (the "Termination Notice") of the Transaction Support Agreement (the "Transaction Support Agreement"), dated December 16, 2012, by and among Edison International (NYSE: EIX), EME and certain holders of EME's senior unsecured notes (the "Consenting Noteholders"), to EIX and EME.
According to the Termination Notice, the Transaction Support Agreement will automatically terminate and be of no further force and effect as to the Consenting Noteholders, effective as of August 1, 2013 at 11:59 p.m. (prevailing Eastern Time).
A copy of the Termination Notice is attached as Exhibit A.
Contact: Tim Larimer Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036 (212) 596-9414
July 25, 2013 BY FACSIMILE AND E-MAIL Munger Tolles & Olson LLP 355 South Grand Ave. Attn.: Thomas B. Walper Los Angeles, California 90071 Fax: (213) 687-3702 Kirkland & Ellis LLP 300 North LaSalle Street Chicago, Illinois 60654 Attn: James H.M. Sprayregen, P.C. David R. Seligman, P.C. Fax: (312) 862-2200 Kirkland & Ellis LLP 601 Lexington Avenue New York, New York 10022 Attn.: Joshua A. Sussberg Fax: (212) 446-4900
Re: Notice of Termination
Reference is made to that certain Transaction Support Agreement (the "Transaction Support Agreement"), dated December 16, 2012, by and among Edison Mission Energy (the "Company"), Edison International ("EIX"), and the holders of the Company's senior unsecured notes party thereto (collectively, with their respective permitted successors and assigns, the "Consenting Noteholders," and each, a "Consenting Noteholder"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to such terms in the Transaction Support Agreement.
The undersigned Consenting Noteholders hereby deliver this Notice of Required Consenting Noteholder Termination Events pursuant to Section 8 of the Transaction Support Agreement (the "Termination Notice").
Among other things, the undersigned Consenting Noteholders hereby notify EIX and the Company of certain Required Consenting Noteholder Termination Events under Section 8 of the July 25, 2013 Transaction Support Agreement have occurred. Pursuant to Section 8(h) of the Transaction Support Agreement, (i) the Parties have not agreed to the terms of the MRA and MRA Agreements within one-hundred fifty (150) calendar days after the Petition Date, and (ii) an order of the Bankruptcy Court approving the Settlement Transaction has not been entered by two-hundred ten (210) days after the Petition Date.
The undersigned Consenting Noteholders have neither waived nor consented to the foregoing Required Consenting Noteholder Termination Events.
Accordingly, as a result of this Termination Notice, the Transaction Support Agreement will automatically terminate pursuant to Section 8 thereof, and all obligations of the Consenting Noteholders will immediately terminate and be of no further force and effect as to the Consenting Noteholders effective as of 11:59 p.m., prevailing Eastern Time, on the date that is five (5) business days from the date hereof—i.e., August 1, 2013.
This Termination Notice is without prejudice to the rights of the Consenting Noteholders to give notice of other termination events, whether before or after the date of this Termination Notice, and without prejudice to other rights and remedies of the Consenting Noteholders under the Transaction Support Agreement with respect to any breach or termination thereunder, all of which rights are expressly reserved.
[Consenting Noteholder signatures follow]
cc: James Savin
SOURCE Committee of Senior Noteholders of Edison Mission Energy
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