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performance of its duties hereunder, including the costs and expenses of defending andinvestigating any claim of liability in the premises, except to the extent any such loss, liability orexpense is due to its own gross negligence or bad faith. The obligations of the Company underthis Section 5.6 to compensate and indemnify the Trustee and each predecessor Trustee and topay or reimburse the Trustee and each predecessor Trustee for expenses, disbursements andadvances shall constitute additional indebtedness hereunder and shall survive the satisfaction anddischarge of this Indenture.Section 5.7Right of Trustee to Rely on Officers' Certificate, Etc.Subject to Section 5.1 and Section 5.2 hereof, whenever in the administration of the trustsof this Indenture the Trustee shall deem it necessary or desirable that a matter be proved orestablished prior to taking or suffering or omitting any action hereunder, such matter (unlessother evidence in respect thereof be herein specifically prescribed) may, in the absence of grossnegligence or bad faith on the part of the Trustee, be deemed to be conclusively proved andestablished by an Officers' Certificate delivered to the Trustee.Section 5.8Persons Eligible for Appointment as Trustee.The Trustee hereunder shall at all times be a corporation organized and doing businessunder the laws of the United States or of a state thereof having a combined capital and surplus ofat least $100,000,000, and which is authorized under such laws to exercise corporate trustpowers and is subject to supervision or examination by federal or state authority. If suchcorporation publishes reports of condition at least annually, pursuant to law or to therequirements of a federal, state or District of Columbia supervising or examining authority, thenfor the purposes of this Section 5.8, the combined capital and surplus of such corporation shall bedeemed to be its combined capital and surplus as set forth in its most recent report of conditionso published. No obligor on the Notes or Person directly or indirectly controlling, controlled byor under common control with such obligor shall serve as Trustee.Section 5.9Resignation and Removal, Appointment of Successor Trustee.(a) The Trustee may at any time resign by giving written notice of resignation to theCompany and by mailing notice thereof by first-class mail to Holders of Notes at their lastaddresses as they shall appear on the Notes Register. Upon receiving such notice of resignation,the Company shall promptly appoint a successor trustee by written instrument in duplicate,executed by authority of the Board of Directors, one copy of which instrument shall be deliveredto the resigning Trustee and one copy to the successor Trustee. If no such successor trustee shallhave been so appointed and have accepted appointment within 30 days after the mailing of suchnotice of resignation, the resigning Trustee may petition any court of competent jurisdiction, atthe expense of the Company, for the appointment of a successor trustee, or any Noteholder whohas been a bona fide Holder of a Note or Notes for at least six months may, on behalf of itselfand all others similarly situated, petition any such court for the appointment of a successortrustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,appoint a successor trustee.42
(b)In case at any time any of the following shall occur:(i) the Trustee shall fail to comply with the provisions of TIA § 310(b), afterwritten request thereafter by the Company or by any Noteholder who has been a bonafide Holder of a Note or Notes for at least six months;(ii) the Trustee shall cease to be eligible in accordance with the provisions ofSection 5.8 hereof and shall fail to resign after written request therefor by the Companyor by any such Noteholder; or(iii) the Trustee shall become incapable of acting, or shall be adjudged abankrupt or insolvent, or a receiver or liquidator of the Trustee or of its property shall beappointed, or any public officer shall take charge or control of the Trustee or of itsproperty or affairs for the purpose of rehabilitation, conservation or liquidation;then, in any such case, the Company may remove the Trustee and appoint a successor trustee bywritten instrument, in duplicate, executed by order of the Board of Directors of the Company,one copy of which instrument shall be delivered to the Trustee so removed and one copy ofwhich shall be delivered to the successor trustee, or any Noteholder who has been a bona fideHolder of a Note or Notes for at least six months may, on behalf of itself and all others similarlysituated, petition any court of competent jurisdiction for the removal of the Trustee and theappointment of a successor trustee. Such court may thereupon, after such notice, if any, as itmay deem proper and prescribe, remove the Trustee and appoint a successor trustee.(c) The Holders of a majority in aggregate principal amount of the Notes at the timeOutstanding may at any time remove the Trustee and appoint a successor trustee by delivering tothe Trustee so removed, to the successor trustee so appointed and to the Company the evidenceprovided for in Section 6.1 hereof of the action in that regard taken by the Noteholders.(d) Any resignation or removal of the Trustee and any appointment of a successortrustee pursuant to any of the provisions of this Section 5.9 shall become effective only uponacceptance of appointment by the successor trustee as provided in Section 5.10 hereof.Section 5.10Acceptance of Appointment by Successor Trustee.Any successor trustee appointed as provided in Section 5.9 hereof shall execute anddeliver to the Company and to its predecessor Trustee an instrument accepting such appointmenthereunder, and thereupon the resignation or removal of the predecessor Trustee shall becomeeffective and such successor trustee, without any further act, deed or conveyance, shall becomevested with all rights, powers, duties and obligations of its predecessor hereunder, with likeeffect as if originally named as trustee herein; but, nevertheless, on the written request of theCompany or of the successor trustee, upon payment of its charges then unpaid, the Trusteeceasing to act shall, subject to Section 9.4 hereof, pay over to the successor trustee all moneys atthe time held by it hereunder and shall execute and deliver an instrument transferring to suchsuccessor trustee all such rights, powers, duties and obligations. Upon request of any suchsuccessor trustee, the Company shall execute appropriate instruments in writing for more fullyand certainly vesting in and confirming to such successor such rights and powers. Any Trusteeceasing to act shall, nevertheless, retain a prior claim upon all property or funds held or collected43
Page 1 and 2: Exhibit 4.1EXECUTION COPYINDENTURED
Page 3 and 4: TABLE OF CONTENTSPageARTICLE 1.DEFI
Page 5 and 6: Section 7.4Section 7.5Documents to
Page 7 and 8: INDENTURE, dated as of June 6, 2006
Page 9 and 10: "Capital Stock" means:(1) in the ca
Page 11 and 12: cash deposits are otherwise provide
Page 13 and 14: Trustee or with any paying agent (o
Page 15 and 16: "Trustee" means the entity identifi
Page 17 and 18: Handbook" of Clearstream shall be a
Page 19 and 20: Corporate Trust Office. The Company
Page 21 and 22: orders or instructions shall be req
Page 23 and 24: issue and, upon receipt of an Authe
Page 25 and 26: a certificate from such holder in t
Page 27 and 28: (C) such transfer is effected by a
Page 29 and 30: from such Holder in the form of Exh
Page 31 and 32: SECURITY IN AN OFFSHORE TRANSACTION
Page 33 and 34: transfer tax or similar governmenta
Page 35 and 36: the destruction of all canceled Not
Page 37 and 38: In the event that the Company propo
Page 39 and 40: Notes shall have already become due
Page 41 and 42: and, in the event that the Trustee
Page 43 and 44: Trustee for 60 days after its recei
Page 45 and 46: (a) prior to the occurrence of an E
Page 47: appointed with due care, and shall
Page 51 and 52: ARTICLE 6.CONCERNING THE NOTEHOLDER
Page 53 and 54: (b) to evidence the succession of a
Page 55 and 56: the Trustee, the Company and the Ho
Page 57 and 58: ARTICLE 9.SATISFACTION AND DISCHARG
Page 59 and 60: accordance with their terms (withou
Page 61 and 62: ARTICLE 10.REDEMPTION OF NOTESSecti
Page 63 and 64: y the Company or any Noteholder to
Page 65 and 66: IN WITNESS WHEREOF, the parties her
Page 67 and 68: [Back of Note]_____ % Senior Notes
Page 69 and 70: Maturity of the principal of, or an
Page 71 and 72: ASSIGNMENT FORMTo assign this Note,
Page 73 and 74: EXHIBIT BFORM OF CERTIFICATE OF TRA
Page 75 and 76: certification is supported by (1) a
Page 77 and 78: ANNEX A TO CERTIFICATE OF TRANSFER1
Page 79 and 80: Company a signed letter substantial
Page 81 and 82: interest in a Restricted Global Not
Page 83 and 84: Exhibit 4.1.1EXECUTION COPYFIRST SU
Page 85 and 86: "Additional Notes" means additional
Page 87 and 88: This First Supplemental Indenture m
Page 89 and 90: Exhibit 4.1.2EXECUTION COPYSECOND S
Page 91 and 92: "Additional Notes" means additional
Page 93 and 94: This Second Supplemental Indenture

EXECUTION COPY - Edison International

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