EXECUTION COPY - Edison International

"Material Adverse Effect" means a material adverse effect on the condition (financial orother), business, properties or results of operations of the Company and its subsidiaries, taken asa whole, or on the ability of the Company to perform its obligations under this Indenture, anyindenture supplemental hereto, the Notes, any Registration Rights Agreement or any purchase orunderwriting agreement in respect of any series of Notes."Non-U.S. Person" means a Person who is not a U.S. Person."Note" or "Notes" has the meaning set forth in the recitals above. The Initial Notes andany Additional Notes of each series shall be treated as a single class for all purposes under thisIndenture, and unless the context otherwise requires, all references to the Notes shall include theInitial Notes and any Additional Notes."Notes Register" has the meaning set forth in Section 2.4 hereof."Officer" means, with respect to any Person, the Chairman of the Board, the ChiefExecutive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, theTreasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of suchPerson."Officers' Certificate" means a certificate signed on behalf of the Company by theChairman of the Board of Directors or the President or any Vice President and by the ChiefFinancial Officer or the Secretary or any Assistant Secretary or the Treasurer or any AssistantTreasurer of the Company and delivered to the Trustee. Each such certificate shall include thestatements provided for in Section 11.5 hereof, if and to the extent required thereby."Opinion of Counsel" means an opinion in writing signed by legal counsel, who may bean employee of or counsel to the Company. Each such opinion shall include the statementsprovided for in Section 11.5 hereof, if and to the extent required thereby."Original Issue Date" of any Note (or portion thereof) means the earlier of (a) the date ofsuch Note or (b) the date of any Note (or portion thereof) in exchange for which such Note wasissued (directly or indirectly) on registration of transfer, exchange or substitution."Outstanding", when used with reference to Notes, means, subject to the provisions ofSections 2.9 and 6.4 hereof, as of any particular time, all Notes authenticated and delivered bythe Trustee under this Indenture, except:(i) Notes theretofore canceled by the Trustee or delivered to theTrustee for cancellation, or which shall have been paid pursuant to Section 2.8hereof (other than any such Notes in respect of which there shall have beenpresented to the Trustee proof satisfactory to it that such Notes are held by a bonafide purchaser in whose hands the Notes are valid obligations of the Company);and(ii) Notes, or portions thereof, for the payment or redemption of whichmoneys or direct obligations of the United States of America backed by its fullfaith and credit in the necessary amount shall have been deposited in trust with the6