0000892569-09-000151 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 2nd, 2009 • Southern California Edison Co • Electric services • New York

SECOND AMENDMENT dated as of December 19, 2008 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of February 23, 2007, as amended by the First Amendment dated as of February 14, 2008 (the “Existing Credit Agreement”), among SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the “Borrower”), the several banks and other financial institutions from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as syndication agent (in its capacity as such, the “Syndication Agent”), CREDIT SUISSE, LEHMAN COMMERCIAL PAPER INC. AND WELLS FARGO BANK, N.A., as documentation agents (in their respective capacities as such, the “Documentation Agents”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.

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