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



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



Name of Institution: JPMorgan Chase Bank, N.A.




	 	 	 	 	 	 	 
	 

	 	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



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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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: William Street Commitment Corporation




	 	 	 	 	 	 	 
	 

	 	By
	 	Mark Walton	 	 
	 

	 	Name:
	 	 

Mark Walton
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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: Sumitomo Mitsui Banking Corporation




	 	 	 	 	 	 	 
	 

	 	By
	 	Masakazu Hasegawa	 	 
	 

	 	Name:
	 	 

Masakazu Hasegawa
	 	 
	 

	 	Title:
	 	Joint General Manager	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

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: Citigroup North America Inc.




	 	 	 	 	 	 	 
	 

	 	By
	 	Nietzsche Rodricks	 	 
	 

	 	Name:
	 	 

Nietzsche Rodricks
	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 




SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 





 








 








SOUTHERN CALIFORNIA EDISON COMPANY

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	 	 







 









 








SOUTHERN CALIFORNIA EDISON COMPANY

SIGNATURE PAGE TO SECOND AMENDMENT

DATED AS OF DECEMBER 16, 2008



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



Name of Institution: The Northern Trust Company




	 	 	 	 	 	 	 
	 

	 	By
	 	John E. Burda	 	 
	 

	 	Name:
	 	 

John E. Burda
	 	 
	 

	 	Title:
	 	Senior Vice President