EXECUTION COPY - Edison International

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EXHIBIT A[Face of Note]CUSIP/CINS __________ISIN ___________% Senior Notes due __________No. _____$ __________EDISON MISSION ENERGYpromises to pay to ______________________________________________________________or registered assigns,the principal sum of ___________________________________________________ DOLLARSon ____________________ , ____ .Interest Payment Dates: and _______Record Dates: and _______Dated: _______________________ , _____EDISON MISSION ENERGYBy: __________________________________Name:Title:By: __________________________________Name:Title:This is one of the Notes referred to in thewithin-mentioned Indenture:WELLS FARGO BANK, NATIONALASSOCIATION, as TrusteeBy: __________________________________Authorized SignatoryA-1
[Back of Note]_____ % Senior Notes due __________[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture][Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture][Insert the IAI Note Legend, if applicable pursuant to the provisions of the Indenture][Insert the ERISA Legend, if applicable pursuant to the provisions of the Indenture]Capitalized terms used herein shall have the meanings assigned to them in the Indenturereferred to below unless otherwise indicated.1. INTEREST. <strong>Edison</strong> Mission Energy, a Delaware corporation (the "Company"),promises to pay interest on the principal amount of this Note at _____% per annum ____, ____until maturity and to pay the Liquidated Damages, if applicable, payable pursuant to Section ___of the Registration Rights Agreement referred to below. The Company will pay interest andLiquidated Damages, if applicable, semi-annually in arrears on _____ and _____ of each year,(each an "Interest Payment Date"); provided that if any such day is not a Business Day, then suchpayment will be made on the next succeeding Business Day. Interest on this Note will accruefrom the most recent date to which interest has been paid or, if no interest has been paid, from______; provided that if there is no existing Default in the payment of interest, and if this Note isauthenticated between a record date referred to on the face hereof and the next succeedingInterest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;provided, further, that the first Interest Payment Date in respect of this Note shall be ______.The Company shall pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue principal at the rate that is equal to the rate set forth on the face ofthis Note, and it shall pay interest (including post-petition interest in any proceeding under anyBankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (withoutregard to any applicable grace periods) from time to time at the same rate to the extent lawful.Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.2. METHOD OF PAYMENT. The Company will pay interest on this Note (exceptdefaulted interest) and Liquidated Damages, if applicable, to the Person who is the registeredHolder of this Note at the close of business on the ____ or _____ next preceding the InterestPayment Date, even if this Note is canceled after such record date and on or before such InterestPayment Date, except as provided in Section 2.12 of the Indenture with respect to defaultedinterest. This Note will be payable as to principal, premium and Liquidated Damages, ifapplicable, and interest by mailing a check for such to or upon the written order of the registeredHolder of this Note entitled thereto at its last address as it appears on the Notes Register or, uponwritten application to the Trustee (which shall be received by the Trustee prior to the record date)by a Holder of $1,000,000 or more in aggregate principal amount of Notes, by wire transfer ofimmediately available funds to an account maintained by such Holder with a bank or otherfinancial institution; provided, however, that (subject to the provisions of Section 2.8 of theIndenture) payment of principal of, and premium, if any, on any Note may be conditioned uponpresentation for payment of the certificate representing such Note. Such payment shall be insuch coin or currency of the United States of America as at the time of payment is legal tenderfor payment of public and private debts.A-2
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 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: IN WITNESS WHEREOF, the parties her
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
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EXECUTION COPY - Edison International

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