Assembly Bill

EX-10.41 3 a51167exv10w41.htm ex-10.41

Exhibit 10.41

SECOND AMENDMENT TO CREDIT AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, pursuant to the Existing Credit Agreement, the Lenders have agreed to make, and have made, certain extensions of credit to and for the account of the Borrower; and

WHEREAS, the Borrower has requested that, upon the terms and conditions set forth herein, the Existing Credit Agreement be amended as provided herein.

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

1. Amendments to Section 4.6 of the Existing Credit Agreement. Section 4.6 of the Existing Credit Agreement is hereby amended by deleting the final sentence of such Section 4.6.

2. Effectiveness. This Amendment shall become effective on the date the Administrative Agent has received counterparts of this Amendment executed by the Borrower, the Administrative Agent and the Required Lenders.

3. Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred in connection with this Amendment and any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

4. Representations and Warranties. After giving effect to this Amendment, the Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in Section 4 of the Existing Credit Agreement as if made on and as of the date hereof except for any representation or warranty made as of the earlier date, which representation or warranty shall have been true and correct in all material respects as of such earlier date, and except that the representations and warranties set forth in Sections 4.2 and 4.7 are not hereby restated.

5. Governing Law; Counterparts.

(a) This 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.

(b) This Amendment may be executed by one or more of the parties to this Agreement in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.

[SIGNATURE PAGES FOLLOW]

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


		SOUTHERN CALIFORNIA EDISON COMPANY

		By		George Tabata
		Name:		George Tabata
		Title:		Assistant Treasurer

		JPMORGAN CHASE BANK, N.A.,
		as Administrative Agent and as a Lender

		By		Juan J. Javellana
		Name:		Juan J. Javellana
		Title:		Vice President

SOUTHERN CALIFORNIA EDISON COMPANY
SIGNATURE PAGE TO SECOND AMENDMENT
DATED AS OF DECEMBER 19, 2008