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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
, 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
Gentlemen:
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.
Regards,
[Consenting Noteholder signatures follow]
cc: James Savin
Ira Dizengoff
SOURCE Committee of Senior Noteholders of Edison Mission Energy
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