exv10w41






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 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 (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.




	 	 	 	 	 
	 	EDISON INTERNATIONAL

 	 
	 	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 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name
of Institution: JP Morgan Chase Bank, N.A.



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



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





			
	   Name of Institution:	 	The Bank of Tokyo-Mitsubishi UFJ, LTD.

New York Branch





	 	 	 	 	 
	 	 	 
	 	By  	                                              Spencer Hughes
 	 
	 	Name:  Spencer Hughes 	 
	 	Title:   Authorized Signatory 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: Bank of America, N.A.



	 	 	 	 	 
	 	 	 
	 	By  	                                               Richard Stein
 	 
	 	Name:  Richard Stein 	 
	 	Title:   Senior Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: Wells Fargo Bank, N.A.



	 	 	 	 	 
	 	 	 
	 	By  	                                              Cynthia Wilusz-Lovell
 	 
	 	Name:  Cynthia Wilusz-Lovell 	 
	 	Title:    Senior Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: CREDIT SUISSE, Cayman Islands Branch



	 	 	 	 	 
	 	 	 
	 	By  	                                               Mikhail Faybusovich
 	 
	 	Name:  Mikhail Faybusovich 	 
	 	Title:    Vice President 	 
	 	 	 
	 	By  	                                               Shaheen Malik
 	 
	 	Name:  Shaheen Malik 	 
	 	Title:    Associate 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: UBS Loan Finance LLC



	 	 	 	 	 
	 	 	 
	 	By  	                                               Irja R. Otsa
 	 
	 	Name:  Irja R. Otsa 	 
	 	Title:    Associate Director 	 
	 
	 	 	 
	 	By  	                                               Richard L. Tavrow
 	 
	 	Name:  Richard L. Tavrow 	 
	 	Title:    Director 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: City National Bank



	 	 	 	 	 
	 	 	 
	 	By  	                                               Brandon Feitelson
 	 
	 	Name:  Brandon Feitelson 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: SCOTIABANC INC.



	 	 	 	 	 
	 	 	 
	 	By  	                                               J.F. Todd
 	 
	 	Name:  J.F. Todd 	 
	 	Title:    Managing Director 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: ABN AMRO Bank, N.V.



	 	 	 	 	 
	 	 	 
	 	By  	                                               Scott Donaldson
 	 
	 	Name:  Scott Donaldson 	 
	 	Title:    Director 	 
	 
	 	 	 
	 	By  	                                               Sanjay Remond
 	 
	 	Name:  Sanjay Remond 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: GOLDMAN SACHS CREDIT PARTNERS, L.P.



	 	 	 	 	 
	 	 	 
	 	By  	                                               Andrew Caditz
 	 
	 	Name:  Andrew Caditz 	 
	 	Title:    Authorized Signatory 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: ROYAL BANK OF SCOTLAND PLC



	 	 	 	 	 
	 	 	 
	 	By  	                                               Emily Freedman
 	 
	 	Name:  Emily Freedman 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: Union Bank of California, N.A.



	 	 	 	 	 
	 	 	 
	 	By  	                                               Dennis G. Blank
 	 
	 	Name:  Dennis G. Blank 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 18, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: Citigroup North America Inc.



	 	 	 	 	 
	 	 	 
	 	By  	                                               Nietzsche Rodricks
 	 
	 	Name:  Nietzsche Rodricks 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: DEUTSCHE BANK AG NEW YORK BRANCH



	 	 	 	 	 
	 	 	 
	 	By  	                                               Marcus Tarlington
 	 
	 	Name:  Marcus Tarlington 	 
	 	Title:    Director 	 
	 
	 	 	 
	 	By  	                                               Rainer Meier
 	 
	 	Name:  Rainer Meier 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 18, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: THE BANK OF NEW YORK MELLON



	 	 	 	 	 
	 	 	 
	 	By  	                                               Mark W. Rogers
 	 
	 	Name:  Mark W.
Rogers 	 
	 	Title:    Vice President 	 



 









 






	 	 	 	 	 



EDISON INTERNATIONAL

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 19, 2008



The Lender signatory hereto hereby agrees and consents to the Second Amendment to Credit Agreement.





     Name of Institution: MERRILL LYNCH BANK USA



	 	 	 	 	 
	 	 	 
	 	By  	                                               Louis Alder
 	 
	 	Name:  Louis Alder 	 
	 	Title:    First Vice President