EXECUTION COPY - Edison International

cash deposits are otherwise provided to assure the discharge of the Company's obligation inconnection therewith, provided that such cash deposits, in the aggregate, shall not exceed$2,000,000, (v) such payment shall have been made as is necessary to prevent the recordation ofa tax deed or other similar instrument conveying the property of the Company or any portionthereof, (vi) the failure to pay or comply with the contested item during the period of such GoodFaith Contest would not reasonably be expected to result in a Material Adverse Effect and (vii)the Company has no knowledge of any actual or proposed deficiency or additional assessment inconnection therewith not otherwise satisfying the requirements of clauses (i) through (vi)."Holder," "Holder of Notes," "Noteholder" and other similar terms mean the registeredholder of any Note as reflected in the registration records of the Registrar."IAI Global Note" means a Global Note substantially in the form of Exhibit A heretobearing the Global Note Legend, the Private Placement Legend and the ERISA Legend anddeposited with or on behalf of and registered in the name of the Depositary or its nominee thatwill be issued in a denomination equal to the outstanding principal amount of the Notes of aseries sold to Institutional Accredited Investors."Indebtedness" has the meaning set forth in Section 3.5."Indenture" means this instrument as originally executed and delivered or, if amended orsupplemented as herein provided, as so amended or supplemented."Indirect Participant" means a Person who holds a beneficial interest in a Global Notethrough a Participant."Initial Notes" means "Initial Notes" as defined in each Series Supplemental Indenture."Initial Purchaser" means the initial purchaser or initial purchasers of any series of Notes."Institutional Accredited Investor" means an institution that is an "accredited investor" asdefined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who is not also a QIB."Interest Payment Date" means, with respect to any Note, the Stated Maturity of aninstallment of interest on such Note."Legal Holiday" means a Saturday, a Sunday or a day on which banking institutions inthe City of New York or at a place of payment are authorized by law, regulation or executiveorder to remain closed. If a payment date is a Legal Holiday at a place of payment, paymentmay be made at that place on the next succeeding day that is not a Legal Holiday, and no interestshall accrue on such payment for the intervening period."Letter of Transmittal" means the letter of transmittal to be prepared by the Company andsent to all Holders of the Notes for use by such Holders in connection with the RegisteredExchange Offer."Liquidated Damages" means all liquidated damages then owing pursuant to theRegistration Rights Agreement.5