Exhibit 4.1


 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST
SUPPLEMENTAL INDENTURE, dated as of May 17, 2006 (this “First
Supplemental Indenture”), by and between Edison Mission Energy, a Delaware
corporation (the “Company”), and The Bank of New York, a New York banking
corporation, as Trustee (the “Trustee”) to the Original Indenture (as
defined below).


 


W I T N E S S
E T H:


 


WHEREAS, the
Company and the Trustee have heretofore executed and delivered the Indenture,
dated as of August 10, 2001 (the “Original  Indenture”),
pursuant to which the Company has $400 million aggregate principal amount of
10% Senior Notes due 2008 (the “Notes”) outstanding;


 


WHEREAS, Section 7.2
of the Original Indenture provides that the Company and the Trustee may, with
certain exceptions, amend the Indenture, the Notes and the rights of the
Holders of the Notes with the consent of the Holders (as defined in the
Original Indenture) of a majority in principal amount of the Notes then
outstanding;


 


WHEREAS, the
Company has distributed an Offer to Purchase and Consent Solicitation
Statement, dated as of May 5, 2006 (the “Solicitation Statement”), to
the Holders of the Notes in connection with certain proposed amendments to the
Indenture as described in the Solicitation Statement (the “Proposed  Amendments”);


 


WHEREAS, the
Holders of at least a majority of the outstanding principal amount of the Notes
have duly consented to the Proposed Amendments;


 


WHEREAS, the
Board of Directors of the Company has determined that it is in the best
interests of the Company to authorize and approve the Proposed Amendments; and


 


WHEREAS, the
execution and delivery of this First Supplemental Indenture have been duly
authorized by all necessary corporate action on the part of the Company
and all conditions and requirements necessary to make this instrument a valid
and binding agreement have been duly performed and complied with.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree, for the equal and ratable
benefit of the Holders of the Notes, as follows:


 

















 


ARTICLE I- AMENDMENTS


 


Section 1.1.                                   Amendments to the Definitions in the
Original Indenture and the Notes.


 


(a)                                  Upon the effective date of this
Supplemental Indenture (i) certain definitions in the Original Indenture shall
be deemed deleted when references to such definitions would be eliminated as a
result of the amendments described herein, (ii) cross-references to
provisions in the Original Indenture that have been deleted as a result of the
Proposed Amendments shall be deemed deleted, and (iii) certain other
changes to the Original Indenture of a technical or conforming nature shall be
deemed made to the extent necessary to reflect the deletion of the provisions
described herein.


 


(b)                                 Any definitions used exclusively in
the provisions of the Notes that are deleted as described in the Solicitation
Statement, and any definitions used exclusively within such definitions, are
hereby deleted in their entirety from the Notes, and all references in the
Notes to paragraphs, Sections, Articles or other terms or provisions of the
Original Indenture that have been otherwise deleted pursuant to this First
Supplemental Indenture are hereby deleted in their entirety or revised to conform herewith,
as the case may be.


 


Section 1.2.                                   Amendments to Article 3 –
Covenants of the Company. The following Sections of the Original Indenture,
and any corresponding provisions in the Notes, are hereby deleted in their
entirety and replaced with “Intentionally Omitted.”:


 


	
  Existing Section Number

  	
   

  	
  Caption

  
	
  Section 3.4

  	
   

  	
  Reports by the Company

  
	
  Section 3.5

  	
   

  	
  Restrictions on Liens

  
	
  Section 3.6

  	
   

  	
  Maintenance of Corporate Existence

  
	
  Section 3.7

  	
   

  	
  Taxes

  



 


Section 1.3.                                   Amendments to Article 8 –
Merger, Consolidation, Sale, Lease or Conveyance. The following Sections of the
Original Indenture, and any corresponding provisions in the Notes, are hereby
deleted in their entirety and replaced with “Intentionally Omitted.”:


 


	
  Existing Section Number

  	
   

  	
  Caption

  
	
  Section 8.1

  	
   

  	
  Covenant Not to Merge, Consolidate, Sell,
  Lease or Transfer Assets Except Under Certain Conditions

  
	
  Section 8.2

  	
   

  	
  Successor Corporation Substituted

  
	
  Section 8.3

  	
   

  	
  Opinion of Counsel to Trustee; Officers’
  Certificate

  



 


Section 1.4.                                   Amendments to Article 4 –
Events of Default and Remedies of the Trustee and Noteholders. Section 4.1 of the Original
Indenture is hereby


 


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amended by
deleting paragraphs (c) and (e) thereof. The deleted paragraphs (c) and
(e) thereof are replaced with “Intentionally Omitted.”


 


ARTICLE II- MISCELLANEOUS


 


Section 2.1.                                   Execution of Supplemental Indenture. This First Supplemental Indenture
is executed and shall be constructed as an indenture supplement to the Original
Indenture and, as provided in the Original Indenture, this First Supplemental
Indenture forms a part thereof.


 


Section 2.2.                                   Indenture Remains in Full Force and
Effect.
Except as supplemented by this First Supplemental Indenture, all provisions in
the Original Indenture and the Notes shall remain in full force and effect.


 


Section 2.3.                                   Effect and Operation of Supplemental Indenture. This First Supplemental Indenture shall be
effective and binding immediately upon its execution by the Company and the
Trustee but, notwithstanding anything in the Original Indenture or this First
Supplemental Indenture to the contrary, the amendments to the Original
Indenture set forth in Section 1.1 through Section 1.4 of this First
Supplemental Indenture shall not become operative unless and until the Notes
tendered in connection with the Solicitation Statement are accepted for
purchase by the Company (the time at which the tendered Notes are so accepted
for purchase, the “Acceptance Time”) and the Original Indenture will remain in effect
in its current form until such amendments become operative. If the offer
and consent solicitation set forth in the Solicitation Statement is terminated,
withdrawn or otherwise not completed, this First Supplemental Indenture will
have no force or effect, and the amendments to the Original Indenture set forth
in Section 1.1 through Section 1.4 of this First Supplemental
Indenture will not become operative.


 


Section 2.4.                                   References to Supplemental Indenture. Any and all notices, requests,
certificates and other instruments executed and delivered after the execution
and delivery of this First Supplemental Indenture may refer to the
Original Indenture without making specific reference to this First Supplemental
Indenture, but nevertheless all such references shall include this First
Supplemental Indenture unless the context requires otherwise.


 


Section 2.5.                                   Conflict with Trust Indenture Act. The Company will comply with the
provisions of the TIA. If any provision of this First Supplemental Indenture
limits, qualifies or conflicts with any provision of the TIA that is required
under the TIA to be part of and govern any provision of this First
Supplemental Indenture, the provision of the TIA shall control. If any
provision of this First Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the provision of
the TIA shall be deemed to apply to the Indenture as so modified or to be
excluded by this First Supplemental Indenture, as the case may be.


 


Section 2.6.                                   Severability. If any court of competent
jurisdiction shall determine that any provision in this First Supplemental
Indenture shall be invalid, illegal


 


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or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


Section 2.7.                                   Terms Defined in the Original
Indenture.
All capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Original Indenture.


 


Section 2.8.                                   Headings. The Article and Section headings
of this First Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this First Supplemental
Indenture and shall in no way modify or restrict any of the terms or provisions
hereof.


 


Section 2.9.                                   Benefits of First Supplemental
Indenture. Nothing
in this First Supplemental Indenture or the Notes, express or implied, shall
give to any Person, other than the parties hereto and thereto and their
successors hereunder and thereunder and the Holders of the Notes any benefit of
any legal or equitable right, remedy or claim under the Original Indenture,
this First Supplemental Indenture or the Notes.


 


Section 2.10.                             Successors. All agreements of the Company in
this First Supplemental Indenture shall bind its successors. All agreements of
the Trustee in this First Supplemental Indenture shall bind its successors.


 


Section 2.11.                             Concerning the Trustee. The recitals contained herein and
in the Notes, except with respect to the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the
Trustee assumes no responsibility for the correctness of the same. The Trustee
makes no representations as to the validity or sufficiency of this First
Supplemental Indenture or of the Notes.


 


Section 2.12.                             Certain Duties and Responsibilities
of the Trustee.
In entering into this First Supplemental Indenture, the Trustee shall be entitled
to the benefit of every provision of the Original Indenture and the Notes
relating to the conduct or affecting the liability or affording protection to
the Trustee, whether or not elsewhere herein so provided.


 


Section 2.13.                             Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.


 


Section 2.14.                             GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.


 


Section 2.15.                             Confirmation. Each of the Company and the
Trustee hereby confirms and reaffirms the Original Indenture in every
particular except as amended and supplemented by this First Supplemental
Indenture.


 


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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the date first above written.


 


	
   

  	
  EDISON
  MISSION ENERGY

  
	
   

  
	
   

  	
  By:

  	
     /s/ Steven D. Eisenberg

  
	
   

  	
   

  	
  Name:  Steven D. Eisenberg

  
	
   

  	
   

  	
  Title:     Vice President and Associate

  General Counsel

  
	
   

  
	
   

  
	
   

  	
  THE BANK OF
  NEW YORK

  
	
   

  
	
   

  	
  By:

  	
     /s/ Alexander Pabon

  
	
   

  	
   

  	
  Name:
  Alexander Pabon

  
	
   

  	
   

  	
  Title:   Assistant Vice President

  



 


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