First Amendment to Credit Agreement among Edison International and Various Lenders, Dated May 20, 2005

 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT, dated as of May 20, 2005 (this "Amendment"), under the Credit Agreement dated as of February 1, 2005 (such agreement, as amended or otherwise modified, the "Credit Agreement"), among EDISON INTERNATIONAL, 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, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and UNION BANK OF CALIFORNIA, N.A., as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"). WHEREAS, the parties hereto desire to amend the Credit Agreement; and WHEREAS, pursuant to Section 9.1 thereof, the Credit Agreement may be amended with the consent of the Required Lenders. NOW, THEREFORE, the parties hereto hereby agree as follows: Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to "hereof, "hereunder, "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby. Section 2. Amendments. Subject to the occurrence of the Effective Date (as hereinafter defined), the Credit Agreement is hereby amended as follows: (a) The second sentence in the definition of "Indebtedness" in Section 1.1 of the Credit Agreement is amended by deleting the word "and" at the end of clause (iii) thereof and substituting thereafter a comma and adding at the end of clause (iv) the following: "(v) power-purchase contract obligations and fuel contract obligations that in each case are included as indebtedness on the consolidated balance sheet of SCE, and (vi) indebtedness of variable interest entities that are consolidated with the Borrower for financial reporting purposes and whose indebtedness is non-recourse to the Borrower and its Subsidiaries (other than such entities)." (b) Section 5.2(a) of the Credit Agreement is amended by deleting clause (ii) thereof and replacing it in its entirety with the following: "(ii) the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required to be restated on any date (including, for the avoidance of doubt, any Borrowing Date) after the Closing Date." Page 1 (c) Section 6.4 of the Credit Agreement is amended by (1) deleting clause (d) thereof; (2) adding the word "and" at the end of clause (b) thereof, and (3) restating clause (c) thereof to read as follows: "(c) any litigation or proceeding or, to the knowledge of the Borrower, investigation that relates to any Loan Document." Section 3. Conditions to Effectiveness. The provisions of Section 2 of this Amendment shall become effective as of the date first above written (the "Effective Date"), subject to the receipt by the Administrative Agent from each of the Borrower and the Required Lenders of a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof. Section 4. Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent, the Syndication Agent or the Documentation Agents under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Section 5. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. [Signature pages follow.] Page 2 IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly executed as of the date first above written. EDISON INTERNATIONAL By /s/ Mary C. Simpson ----------------------------------------------- Name: Mary C. Simpson Title: Assistant Treasurer JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Issuing Lender and as a Lender By: /s/ Thomas L. Casey ------------------------------------------------ Name: Thomas L. Casey Title: Vice President CITICORP NORTH AMERICA, INC., as Syndication Agent and as a Lender By: /s/ Neitzsche Rodricks ------------------------------------------------- Name: Neitzsche Rodricks Title: Vice President Page 3 Signature Page to First Amendment to Credit Agreement EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: ABN AMRO Bank N.V. By: /s/ Scott Donaldson --------------------------------- Name: Scott Donaldson Title: Assistant Vice President By: /s/ Todd Vaubel --------------------------------- Name: Todd Vaubel Title: Assistant Vice President Commitment: $43,125,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: The Bank of New York By: /s/ Jesus Williams --------------------------------- Name: Jesus Williams Title: Vice President EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: Credit Suisse, New York Brank (formerly known as Credit Suisse First Boston, acting through its Cayman Island Branch) By: /s/ Brian T. Caldwel --------------------------------- Name: Brian T. Caldwell Title: Director By: /s/ Gregory S. Richards --------------------------------- Name: Gregory S. Richards Associate EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: Duetsche Bank AG New York Branch By: /s/ David J. Bell --------------------------------- Name: David J. Bell Title: Managing Director By: /s/ David M. Waill --------------------------------- Name: David M. Waill Title: Managing Director Commitment: $43,125,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: LEHMAN BROTHERS BANK, FSB By: /s/ Janine M. Shugan --------------------------------- Name: Janine Shugan Title: Authorized Signatory Commitment: $69,375,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: MELLON BANK N.A. By: /s/ Mark W. Rogers --------------------------------- Name: Mark W. Rogers Title: Vice President Commitment: $22,500,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: Merrill Lynch Bank USA By: /s/ Louis Alder --------------------------------- Name: Louis Alder Title: Director Commitment: $22,500,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: Merrill Lynch Capital Corporation By: /s/ Carol J. E. Feeley --------------------------------- Name: Carol J. E. Feeley Title: Vice President EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 The Royal Bank of Scotland plc By: /s/ Belinda Wheeler --------------------------------- Name: Belinda Wheeler Title: Vice President Commitment: $43,125,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: Union Bank of California N.A. By: /s/ Dennis G. Blank --------------------------------- Name: Dennis G. Blank Title: Vice President Commitment: $69,375,000 EDISON INTERNATIONAL Signature Page to First Amendment dated as of May 20, 2005 to Credit Agreement dated as of February 1, 2005 Lender Name: WELLS FARGO BANK, N.A. By: /s/ Ling Li --------------------------------- Name: Ling Li Title: Vice President Commitment: $69,375,000