THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
EDISON INTERNATIONAL
Floating Rate Note Due 2001
$ 250,000,000
No. 0001 CUSIP No. 281020 AD 9
Edison International, a corporation duly organized and existing under the
laws of the State of California (herein called the "Corporation," which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to THE BANK OF NEW YORK, as Trustee, or
registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
($250,000,000) on July 18, 2001, and to pay interest thereon on the 18th day of
each month (each such date, an "Interest Payment Date"), commencing on August
18, 2000, through the maturity date of July 18, 2001. Interest will accrue from
the issue date of July 18, 2000 and will be paid to the Person in whose name
such Note is registered in the Security Register at the close of business on the
Regular Record Date for such interest installment. The interest so payable on
any Note which is not punctually paid or duly provided for on any Interest
Payment Date shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name such Note is
registered in the Security Register at the close of business on a date ("Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Notes not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture. If any scheduled
Interest Payment Date falls on a day that is not a Business Day, it will be
postponed to the following Business Day. If the maturity date of the Notes falls
on a day which is not a Business Day, the required payment of principal and/or
interest shall be made on the following day which is a Business Day as if it
were made on the date the payment was due. Interest will not accrue as a result
of this delayed payment.
Payment of the principal of (and premium, if any) and any such interest on
this Note will be made at the office or agency of the Trustee maintained for
that purpose in Chicago, Illinois, in such coin or currency of the United States
of America as at the time of payment is
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legal tender for payment of public and private debts; provided, however, that
at the option of the Corporation payment of interest may be made by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register or by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing to the
Trustee at least sixteen (16) days prior to the date for payment by the Person
entitled thereto.
Reference is hereby made to the further provisions of this Note set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
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IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly
executed under its corporate seal.
Dated as of Date of Authentication: EDISON INTERNATIONAL
By Mary C. Simpson
----------------------------
Name: Mary C. Simpson
Title: Assistant Treasurer
Attest:
Kenneth S. Stewart
------------------------
Kenneth S. Stewart
This is one of the Floating Rate Notes Due 2001 referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By: Terence Rawlins
------------------------
Terence Rawlins
Assistant Vice President
Authorized Signatory
Dated: July 18, 2000
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This Floating Rate Note Due 2001 is one of a duly authorized issue of
securities of the Corporation (herein called the "Notes"), issued and to be
issued in one or more series under a Senior Indenture, dated as of September 28,
1999 (herein called the "Indenture," which term shall have the meaning assigned
to it in such instrument), between the Corporation and The Bank of New York, as
successor Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture) to Harris Trust and Savings Bank, and
reference is hereby made to the Indenture for a statement of the respective
rights, limitation of rights, duties and immunities thereunder of the
Corporation, the Trustee and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. This Note is
one of the series designated on the face hereof, limited in aggregate principal
amount to $250,000,000.
The Notes will bear interest for each monthly Interest Period at a per annum
rate determined by the Calculation Agent, subject to the maximum interest rate
permitted by California or other applicable state law, as such law may be
modified by United States law of general application. The interest rate
applicable during each monthly Interest Period will be equal to LIBOR on the
Interest Determination Date (as defined below) for such Interest Period plus
0.03%; provided, however, that in certain circumstances described below, the
interest rate will be determined without reference to LIBOR. Promptly upon such
determination, the Calculation Agent will notify the Trustee, if the Trustee is
not then serving as the Calculation Agent, of the interest rate for the new
Interest Period. The interest rate determined by the Calculation Agent, absent
manifest error, shall be binding and conclusive upon the beneficial owners and
Holders of the Notes, the Corporation and the Trustee.
If the following circumstances exist on any Interest Determination Date, the
Calculation Agent shall determine the interest rate for the Notes as follows:
(1) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination
Date, the Calculation Agent shall request the principal London offices
of each of four major banks in the London interbank market selected by
the Calculation Agent (after consultation with the Corporation) to
provide a quotation of the rate (the "Rate Quotation") at which one
month deposits in amounts of not less than $1,000,000 are offered by
it to prime banks in the London interbank market, as of approximately
11:00 a.m. on such Interest Determination Date, that are
representative of single transactions at such time (the
"Representative Amounts"). If at least two Rate Quotations are
provided, the interest rate will be the arithmetic mean of the Rate
Quotations obtained by the Calculation Agent, plus 0.03%.
(2) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination Date
and there are fewer than two Rate Quotations, the interest rate will
be the arithmetic mean of the rates quoted at approximately 11:00 a.m.
New York City time on such Interest Determination Date, by three major
banks in New York City selected by the Calculation Agent (after
consultation with the Corporation), for loans in Representative
Amounts in U.S. dollars to leading European banks, having an index
maturity of one month for a period commencing on the second London
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Business Day immediately following such Interest Determination Date,
plus 0.03%; provided, however, that if fewer than three banks selected
by the Calculation Agent are quoting such rates, the interest rate for
the applicable Interest Period will be the same as the interest rate
in effect for the immediately preceding Interest Period.
Upon the request of a Holder of the Notes, the Calculation Agent will provide
to such Holder the interest rate in effect on the date of such request and, if
determined, the interest rate for the next Interest Period.
Interest on the Notes will be calculated on the basis of the actual number of
days for which interest is payable in the relevant Interest Period, divided by
360. All dollar amounts resulting from such calculation will be rounded, if
necessary, to the nearest cent with one-half cent rounded upward.
"Calculation Agent" means the Trustee or its successor appointed by the
Corporation, acting as calculation agent.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment Date for
the Notes (or commencing on the issue date for the Notes, if no interest has
been paid or duly made available for payment since that date) and ending on the
day before the next succeeding Interest Payment Date for the Notes.
"LIBOR" for any Interest Determination Date will be the offered rate for
deposits in U.S. dollars having an index maturity of one month for a period
commencing on the second London Business Day immediately following the Interest
Determination Date in amounts of not less than $1,000,000, as such rate appears
on Telerate Page 3750 at approximately 11:00 a.m. London time on the Interest
Determination Date (the "Reported Rate").
"London Business Day" means a day on which dealings in deposits in U.S.
dollars are transacted, or with respect to any future date are expected to be
transacted, in the London interbank market.
"Regular Record Date" means, for the interest payable on any Interest Payment
Date, the date which is fifteen days immediately prior to such Interest Payment
Date (whether or not a Business Day).
"Telerate Page 3750" means the display designated on page 3750 on Dow Jones
Markets Limited (or such other page as may replace the 3750 page on that service
or such other service as may be nominated by the British Bankers' Association
for the purpose of displaying London interbank offered rates for U.S. dollar
deposits or such other successor reporter of such rates as may be selected by
the Calculation Agent and acceptable to the Corporation).
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The Notes will not be entitled to the benefits of any sinking fund. The Notes
are not subject to redemption, Defeasance or Covenant Defeasance at the option
of the Corporation.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of the Notes may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of all series
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
of all series at the time Outstanding affected thereby (voting as one class).
The Indenture contains provisions permitting the Holders of not less than a
majority in principal amount of the Securities of all series at the time
Outstanding with respect to which a default under the Indenture shall have
occurred and be continuing (voting as one class), on behalf of the Holders of
the Securities of all such series, to waive, with certain exceptions, such past
default with respect to all such series and its consequences. The Indenture also
permits the Holders of not less than a majority in principal amount of the
Securities of each series at the time Outstanding, on behalf of the Holders of
all Securities of such series, to waive compliance by the Corporation with
certain provisions of the Indenture. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange therefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Note.
As provided in and subject to the provisions of the Indenture, the Holder of
this Note shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Notes, the
Holders of not less than 25% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of the Notes at the time Outstanding a
direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Note for the enforcement of any payment of principal hereof or any premium
or interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the times, place and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note is registrable in the Security Register, upon
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surrender of this Note for registration of transfer at the office or agency of
the Security Registrar in any place where the principal of and any premium and
interest on this Note are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Corporation and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of the Notes and of like
tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or not this Note be overdue, and neither the Corporation,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
The Indenture and the Notes issued thereby shall be governed by and construed
in accordance with the laws of the State of California.
