FIRST AMENDMENT

Exhibit 10.2

Execution Version

FIRST AMENDMENT

               FIRST AMENDMENT, dated as of April 8, 2005 (this “First Amendment”), to the Credit Agreement, dated as of December 10, 2004 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among PG&E CORPORATION, a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS (“BNP”) and DEUTSCHE BANK SECURITIES INC. (“Deutsche”), as joint lead arrangers and joint bookrunners (together and in such capacities, the  “Arrangers”), Deutsche, as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., GOLDMAN SACHS CREDIT PARTNERS L.P. and UNION BANK OF CALIFORNIA, N.A., as documentation agents (together and in such capacities, the “Documentation Agents”), and BNP, as administrative agent (in such capacity, together with any successors thereto, the “Administrative Agent”).

W I T N E S S E T H:

               WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain loans and other extensions of credit to the Borrower;

               WHEREAS, the Borrower has requested, and, upon this First Amendment becoming effective, the Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;

               NOW, THEREFORE, the parties hereto hereby agree as follows:

               SECTION 1.  Defined Terms.  Unless otherwise defined herein, capitalized terms that are defined in the Credit Agreement are used herein as therein defined.

               SECTION 2.  Amendments to Section 1.1 (Defined Terms). 

               (a)  The definition of “Applicable Margin” that appears in Section 1.1 of the Credit Agreement is hereby amended (i) by replacing the reference to “level 3” in the last sentence therein with “level 4” and (ii) amending and restating the grid that appears therein to read as follows:

               (b)  The definition of “Facility Fee Rate” that appears in Section 1.1 of the Credit Agreement is hereby amended (i) by replacing the reference to “level 3” in the last sentence therein with “level 4” and (ii) amending and restating the grid that appears therein to read as follows:

               (c)  The following definitions contained in Section 1.1 of the Credit Agreement are hereby amended and restated in their respective entireties to read as follows:  

               (d)  The definition of “Termination Date” that appears in Section 1.1 of the Credit Agreement is hereby amended by replacing the word “third” therein with the word “fifth.”

               (e)  The following definitions that appear in Section 1.1 of the Credit Agreement are hereby deleted in their respective entireties:  “Dividend Commencement Date” and “Specified Indebtedness”.

               SECTION 3.  Amendment to Section 2.3(b) (Commitment Increases).  Section 2.3(b) of the Credit Agreement is hereby amended by replacing the reference to “$10,000,000” therein with “$5,000,000.”

               SECTION 4.  Amendment to Section 4.1 (Financial Condition).  The first two sentences of Section 4.1 of the Credit Agreement are hereby amended and restated in their entirety to read as follows:

               SECTION 5.  Amendment to Section 4.10 (ERISA).  The first sentence of Section 4.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

               SECTION 6.  Amendment to Section 4.14 (Accuracy of Information).  The last sentence of Section 4.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

               SECTION 7.  Amendment to Section 5.2(b) (Conditions to Each Credit Event).  Section 5.2(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

               SECTION 8. Amendment to Section 6.5(b) (Maintenance of Property; Insurance).  Section 6.5 of the Credit Agreement is hereby amended by deleting each reference to the phrase “or the applicable Significant Subsidiary” therein. 

               SECTION 9.  Amendment to Section 6.7(b) (Notices).  Section 6.7(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

               SECTION 10.  Amendment to Section 7.2 of the Credit Agreement (Indebtedness).   Section 7.2 of the Credit Agreement is hereby amended (i) by deleting clause (a) of such section in its entirety and (ii) replacing the phrase “(b) permit” therein with the word “Permit”. 

               SECTION 11.  Amendment to Section 7.4 of the Credit Agreement (Fundamental Changes).  Section 7.4 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

               SECTION 12.  Amendments to Section 8 (Events of Default).  Section 8 is hereby amended as follows:

               (a)  by amending and restating clause (c) of such section in its entirety to read as follows:

               (b)  by adding the following proviso at the end of clause (e) of such section: 

               (c)  by amending and restating clause (g) of such section in its entirety to read as follows:

               SECTION 13.  Conditions to Effectiveness.  This First Amendment shall become effective on the date first set forth above (such date, the “First Amendment Effective Date”) upon the satisfaction of the following conditions precedent:

               (a)  the Administrative Agent shall have received counterparts of this First Amendment duly executed and delivered by the Borrower and each of the Lenders;

               (b)  the Borrower shall have paid all reasonable, out-of-pocket expenses of the Administrative Agent incurred in connection with this First Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent; and

               (c)  the Administrative Agent shall have received (i) for the account of each Lender which executes this First Amendment, an amendment fee in the amount equal to the product of (x) 0.075% and (y) such Lender’s outstanding Commitments on the First Amendment Effective Date.

               SECTION 14.  Representations and Warranties.  The Borrower represents and warrants to each of the Lenders and the Administrative Agent that each of the representations and warranties made by the Borrower in or pursuant to the Credit Agreement, as amended by this First Amendment, that does not contain a materiality qualification is true and correct in all material respects on and as of the First Amendment Effective Date as if made on and as of such date, and each of the representations and warranties made by the Borrower in or pursuant to the Credit Agreement, as amended by this First Amendment, that contains a materiality qualification is true and correct on and as of such date (or, to the extent such representations and warranties specifically relate to an earlier date, that such representations and warranties were true and correct in all material respects, or true and correct, as the case may be, as of such earlier date). 

               SECTION 15.  Counterparts.  This First Amendment may be executed by one or more of the parties to this First Amendment on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.  A set of the copies of this First Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.  From and after the First Amendment Effective Date, this First Amendment shall be binding upon each of the parties hereto and each of their respective successors and assigns (including transferees of its Commitments and Loans in whole or in part prior to effectiveness hereof) and binding in respect of all of its Commitments and Loans, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

               SECTION 16.  Continuing Effect; No Other Amendments.  Except as expressly amended, modified and supplemented hereby, the provisions of the Credit Agreement and each other Loan Document are and shall remain unchanged and in full force and effect.  Any references in the Credit Agreement to “this Agreement”, “hereunder”, “herein” or words of like import, and each reference in any other document executed in connection with the Credit Agreement to “the Agreement”, “the Credit Agreement”, “thereunder”, “therein” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

               SECTION 17.  GOVERNING LAW.  THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

               IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written.