EXECUTION COPY - Edison International

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SECOND SUPPLEMENTAL INDENTURE, dated as of June 6, 2006 (this"Second Supplemental Indenture"), to the Indenture, dated as of June 6, 2006 (the "OriginalIndenture"), between EDISON MISSION ENERGY, a Delaware corporation (the "Company"),and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the"Trustee").WHEREAS, the Company and the Trustee have heretofore executed anddelivered the Original Indenture to provide for the issuance from time to time of Notes (asdefined in the Original Indenture) of the Company, to be issued in one or more series;WHEREAS, Sections 2.2 and 7.1 of the Original Indenture provide, among otherthings, that the Company and the Trustee may enter into indentures supplemental to the OriginalIndenture for, among other things, the purpose of establishing the designation, form, terms andprovisions of Notes of any series as permitted by Sections 2.2 and 7.1 of the Original Indenture;WHEREAS, the Company (i) desires the issuance of a series of Notes to bedesignated as hereinafter provided and (ii) has requested the Trustee to enter into this SecondSupplemental Indenture for the purpose of establishing the designation, form, terms andprovisions of the Notes of such series; andWHEREAS, all action on the part of the Company necessary to authorize theissuance of said Notes under the Original Indenture and this Second Supplemental Indenture (theOriginal Indenture, as supplemented by this Second Supplemental Indenture, being hereinaftercalled the "Indenture") has been duly taken.NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTUREWITNESSETH:That, in order to establish the designation, form, terms and provisions of, and toauthorize the authentication and delivery of, said Notes, and in consideration of the acceptance ofsaid Notes by the Holders thereof and of other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:ARTICLE I.DEFINITIONS(a) Capitalized terms used herein and not otherwise defined herein shall havethe respective meanings ascribed thereto in the Original Indenture.(b) The rules of interpretation set forth in the Original Indenture shall beapplied hereto as if set forth in full herein.(c) For all purposes of this Second Supplemental Indenture, except asotherwise expressly provided or unless the context otherwise requires, the following terms shallhave the following respective meanings (such meanings shall apply equally to both the singularand plural forms of the respective terms):
"Additional Notes" means additional 2016 Notes (other than the Initial Notes)issued under this Second Supplemental Indenture in accordance with Section 2.1 hereto, and notin violation of any provision of the Original Indenture, as part of the same series as the InitialNotes."Applicable Premium" means, with respect to any 2016 Note on any redemptiondate, the greater of:(a) 1.0% of the principal amount of the 2016 Note; or(b) the excess of:(i) the present value at such redemption date of (A) 100% ofthe principal amount of the 2016 Note at June 15, 2016, plus (B) all requiredinterest payments due on the 2016 Note through June 15, 2016 (excludingaccrued but unpaid interest to the redemption date), computed using adiscount rate equal to the Treasury Rate as of such redemption date plus 50basis points; over(ii) the principal amount of the 2016 Note, if greater."Initial Notes" shall have the meaning ascribed thereto in Section 2.1(a) hereof."Liquidated Damages" shall have the meaning ascribed thereto with respect to the2016 Notes in the Registration Rights Agreement, dated as of June 6, 2006, between theCompany and J.P. Morgan Securities, Inc., as representative of the several Purchasers of theInitial Notes (a copy of which has been furnished to the Trustee) or, in the case of AdditionalNotes, as set forth in one or more registration rights agreements between the Company and theparties named on the signature pages thereto."2016 Notes" shall have the meaning ascribed thereto in Section 2.1(a) hereof."Treasury Rate" means, as of any redemption date, the yield to maturity as of suchredemption date of United States Treasury securities with a constant maturity (as compiled andpublished in the most recent Federal Reserve Statistical Release H.15 (519) that has becomepublicly available at least two Business Days prior to the redemption date (or, if such StatisticalRelease is no longer published, any publicly available source of similar market data)) mostnearly equal to the period from the redemption date to June 15, 2016; provided, however, that ifthe period from the redemption date to June 15, 2016 is less than one year, the weekly averageyield on actually traded United States Treasury securities adjusted to a constant maturity of oneyear will be used.ARTICLE II.THE TERMS OF THE NOTESSECTION 2.1 Terms of 7.75% Senior Notes due June 15, 2016.2
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Exhibit 4.1EXECUTION COPYINDENTURED
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TABLE OF CONTENTSPageARTICLE 1.DEFI
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Section 7.4Section 7.5Documents to
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INDENTURE, dated as of June 6, 2006
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"Capital Stock" means:(1) in the ca
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cash deposits are otherwise provide
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Trustee or with any paying agent (o
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"Trustee" means the entity identifi
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Handbook" of Clearstream shall be a
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Corporate Trust Office. The Company
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orders or instructions shall be req
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issue and, upon receipt of an Authe
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a certificate from such holder in t
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(C) such transfer is effected by a
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from such Holder in the form of Exh
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SECURITY IN AN OFFSHORE TRANSACTION
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transfer tax or similar governmenta
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the destruction of all canceled Not
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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 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: Exhibit 4.1.2EXECUTION COPYSECOND S
Page 93 and 94: This Second Supplemental Indenture
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EXECUTION COPY - Edison International

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