EXECUTION COPY - Edison International

More documents

Recommendations

Info

with funds not representing the proceeds of other asset sales) if, on a pro forma basis, theaggregate net book value of all such sales during the most recent 12-month period would exceed10% of Consolidated Net Tangible Assets computed as of the end of the most recent fiscalquarter preceding such sale; provided, however, that any such sales shall be disregarded forpurposes of this 10% limitation if the proceeds are invested in assets in similar or related lines ofbusiness of the Company and, provided further, that the Company may sell or otherwise disposeof assets in excess of such 10% limitation if the proceeds from such sales or dispositions, whichare not reinvested as provided above, are retained by the Company as cash or cash equivalents orare used by the Company to purchase Notes, which are then delivered to the Trustee forcancellation, or to reduce or retire Indebtedness ranking pari passu in right of payment to theNotes or indebtedness of the Company's Subsidiaries.Section 8.2Successor Corporation Substituted.In case of any such merger, consolidation, sale, lease, or transfer, and following such anassumption by the successor corporation of the Company's obligations under the Notes and thisIndenture, such successor corporation shall succeed to and be substituted for the Company, withthe same effect as if it had been named herein.Such successor corporation may cause to be signed, and may issue either in its own nameor in the name of the Company prior to such succession, any or all of the Notes issuablehereunder that theretofore shall not have been signed by the Company and delivered to theTrustee, and, upon the order of such successor corporation, instead of the Company, and subjectto all the terms, conditions and limitations in this Indenture prescribed, the Trustee shallauthenticate and shall deliver any Notes that previously shall have been signed and delivered bythe officers of the Company to the Trustee for authentication and any Notes that such successorcorporation thereafter shall cause to be signed and delivered to the Trustee for that purpose. Allof the Notes so issued shall in all respects have the same legal rank and benefit under thisIndenture as the Notes theretofore or thereafter issued in accordance with the terms of thisIndenture as though all of such Notes had been issued at the date of the execution hereof.In case of any such merger, consolidation, sale, lease or transfer such changes inphraseology and form (but not in substance) may be made in the Notes thereafter to be issued asmay be appropriate.In the event of any such sale or transfer (other than a transfer by way of lease) theCompany or any successor corporation, which shall theretofore have become such in the mannerdescribed in this Article 8, shall be discharged from all obligations and covenants under thisIndenture and the Notes and may be liquidated and dissolved.Section 8.3Opinion of Counsel to Trustee; Officers' Certificate.The Trustee, subject to the provisions of Section 5.1 and Section 5.2 hereof, shall receivean Officers' Certificate and an Opinion of Counsel as conclusive evidence that any such merger,consolidation, sale, lease or transfer, and any such assumption of obligations described in thisArticle 8, and any such liquidation or dissolution described in this Article 8, complies with theapplicable provisions of this Indenture.50
ARTICLE 9.SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED MONEYSSection 9.1Satisfaction and Discharge of Indenture.If at any time (a) the Company shall have paid or caused to be paid the principal of andpremium, if any, and interest on all the Notes Outstanding hereunder, as and when the same shallhave become due and payable, or (b) the Company shall have delivered to the Trustee forcancellation all Notes theretofore authenticated (other than any Notes which shall have beendestroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.8hereof) or (c)(i) all such Notes not theretofore delivered to the Trustee for cancellation shall havebecome due and payable, or are by their terms to become due and payable within one year or areto be called for redemption under arrangements satisfactory to the Trustee for the giving ofnotice of redemption, and (ii) the Company shall have irrevocably deposited or caused to bedeposited with the Trustee as trust funds the entire amount in cash (other than moneys repaid bythe Trustee or any paying agent to the Company in accordance with Section 9.4 hereof) or U.S.Government Obligations, maturing as to principal, premium, if any, and interest in such amountsand at such times as will insure (without reinvestment) the availability of cash sufficient, in theopinion of a nationally recognized firm of independent public accountants expressed in a writtencertification thereof delivered to the Trustee, to pay at maturity all such Notes not theretoforedelivered to the Trustee for cancellation, including principal, premium, if any, and interest due orto become due to such date of maturity as the case may be, and if, in any such case, the Companyshall also pay or cause to be paid all other sums payable hereunder by the Company, then thisIndenture shall cease to be of further effect (except as to (i) rights of registration of transfer andexchange, and the Company's right to optional redemption, (ii) substitution of apparentlymutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Holders to receive payments ofprincipal of and premium, if any, and interest on, the Notes upon the original stated due datestherefor (but not upon acceleration), (iv) the rights and obligations and immunities of the Trusteehereunder, (v) the rights of the Noteholders as beneficiaries hereof with respect to the property sodeposited with the Trustee payable to all or any of them and (vi) the maintenance by theCompany of its existence), and the Trustee, upon written demand of the Company accompaniedby an Officers' Certificate and an Opinion of Counsel and at the cost and expense of theCompany, shall execute proper instruments acknowledging such satisfaction of and dischargingthis Indenture; provided that the rights of Holders of the Notes to receive amounts in respect ofprincipal of and premium, if any, and interest on the Notes held by them shall not be delayedlonger than required by then applicable mandatory rules or policies of any securities exchangeupon which the Notes are listed.The Company shall reimburse the Trustee for any costs or expenses thereafter reasonablyand properly incurred and shall compensate the Trustee for any services thereafter reasonablyand properly rendered by the Trustee in connection with this Indenture or the Notes.Section 9.2Application by Trustee of Funds Deposited for Payment of Notes.Subject to Section 9.4 hereof, all moneys deposited with the Trustee pursuant to Section9.1 hereof shall be held in trust and applied by it to the payment, either directly or through any51
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 and 48: appointed with due care, and shall
Page 49 and 50: (b)In case at any time any of the f
Page 51 and 52: ARTICLE 6.CONCERNING THE NOTEHOLDER
Page 53 and 54: (b) to evidence the succession of a
Page 55: the Trustee, the Company and the Ho
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
show all

EXECUTION COPY - Edison International

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?