Amended and Restated Credit Agreement



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                            AMENDED AND RESTATED CREDIT AGREEMENT


                                            Among




                                     EDISON INTERNATIONAL



                                     The Several Lenders
                               from Time to Time Parties Hereto



                                  JPMORGAN CHASE BANK, N.A.,
                                   as Administrative Agent


                                CITICORP NORTH AMERICA, INC.,
                                     as Syndication Agent


     CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC. and WELLS FARGO BANK, N.A.,
                                   as Documentation Agents



                                Dated as of December 15, 2005





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                                 J.P. MORGAN SECURITIES INC.
                                CITIGROUP GLOBAL MARKETS INC.,
                              as Lead Arrangers and Bookrunners


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                                                                                           Page


SECTION 1. DEFINITIONS.......................................................................1
        1.1.   Defined Terms.................................................................1
        1.2.   Other Definitional Provisions................................................12

SECTION 2. AMOUNT AND TERMS OF THE CREDIT FACILITY..........................................12
        2.1.   The Commitments; Increase in Total Commitments...............................12
        2.2.   Procedure for Borrowing......................................................14
        2.3.   Fees.........................................................................14
        2.4.   Repayment of Loans; Evidence of Debt.........................................15
        2.5.   Prepayments and Termination or Reduction of Commitments......................16
        2.6.   Conversion and Continuation Options..........................................16
        2.7.   Minimum Amounts and Maximum Number of Tranches...............................17
        2.8.   Interest Rates and Payment Dates.............................................17
        2.9.   Computation of Interest and Fees.............................................17
        2.10.  Inability to Determine Interest Rate.........................................17
        2.11.  Pro Rata Treatment and Payments..............................................18
        2.12.  Illegality...................................................................19
        2.13.  Additional Costs.............................................................19
        2.14.  Taxes........................................................................21
        2.15.  Indemnity....................................................................22
        2.16.  Change of Lending Office.....................................................23
        2.17.  Replacement of Lenders under Certain Circumstances...........................23
        2.18.  Extension Option.............................................................23

SECTION 3. LETTERS OF CREDIT................................................................24
        3.1.   General......................................................................24
        3.2.   Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions........24
        3.3.   Expiration Date..............................................................25
        3.4.   Participations...............................................................25
        3.5.   Reimbursement................................................................26
        3.6.   Obligations Absolute.........................................................26
        3.7.   Disbursement Procedures......................................................27
        3.8.   Interim Interest.............................................................27
        3.9.   Replacement of the Issuing Lender............................................28

SECTION 4. REPRESENTATIONS AND WARRANTIES...................................................28
        4.1.   Financial Condition..........................................................28
        4.2.   No Change....................................................................28
        4.3.   Corporate Existence..........................................................28
        4.4.   Corporate Power; No Legal Bar................................................29
        4.5.   Authorization; Enforceability................................................29
        4.6.   ERISA........................................................................29


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        4.7.   No Material Litigation.......................................................29
        4.8.   Taxes........................................................................29
        4.9.   Purpose of Loans.............................................................30
        4.10.  No Default...................................................................30
        4.11.  Environmental Matters........................................................30
        4.12.  Projections..................................................................30
        4.13.  Public Utility Holding Company Act...........................................30

SECTION 5. CONDITIONS PRECEDENT.............................................................30
        5.1.   Conditions of Effectiveness..................................................30
        5.2.   Conditions to Each Loan......................................................31

SECTION 6. COVENANTS32
        6.1.   Financial Statements; Certificates...........................................32
        6.2.   Compliance; Maintenance of Existence.........................................33
        6.3.   Inspection of Property; Books and Records; Discussions.......................33
        6.4.   Notices......................................................................33
        6.5.   Limitation on Fundamental Changes............................................34
        6.6.   Tax Allocation Agreement.....................................................34
        6.7.   Disposition of Property......................................................34
        6.8.   Consolidated Capitalization Ratio............................................34
        6.9.   Limitation on Liens..........................................................34
        6.10.  Payment of Taxes.............................................................34
        6.11.  Ownership of SCE.............................................................35
        6.12.  No Liens on Common Stock.....................................................35
        6.13.  Clauses Restricting SCE Distributions........................................35

SECTION 7. EVENTS OF DEFAULT................................................................35

SECTION 8. THE ADMINISTRATIVE AGENT.........................................................37
        8.1.   Appointment..................................................................37
        8.2.   Delegation of Duties.........................................................38
        8.3.   Exculpatory Provisions.......................................................38
        8.4.   Reliance by Administrative Agent.............................................38
        8.5.   Notice of Default............................................................39
        8.6.   Non-Reliance on Administrative Agent and Other Lenders.......................39
        8.7.   Indemnification..............................................................39
        8.8.   Administrative Agent in Its Individual Capacity..............................40
        8.9.   Successor Administrative Agent...............................................40
        8.10.  The Syndication Agent and Documentation Agents...............................40

SECTION 9. MISCELLANEOUS....................................................................41
        9.1.   Amendments and Waivers.......................................................41
        9.2.   Notices......................................................................41
        9.3.   No Waiver; Cumulative Remedies...............................................42
        9.4.   Survival.....................................................................42
        9.5.   Payment of Expenses and Taxes................................................42

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        9.6.   Transfer Provisions..........................................................43
        9.7.   Adjustments; Set-Off.........................................................45
        9.8.   Counterparts.................................................................45
        9.9.   Severability.................................................................45
        9.10.  Integration..................................................................46
        9.11.  GOVERNING LAW................................................................46
        9.12.  WAIVERS OF JURY TRIAL........................................................46
        9.13.  Submission To Jurisdiction; Waivers..........................................46
        9.14.  Confidentiality..............................................................47
        9.15.  USA Patriot Act..............................................................47




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SCHEDULES

1.1     Lending Offices and Commitments

EXHIBITS
A       Form of Note
B       Form of Exemption Certificate
C       Form of Borrower Closing Certificate
D-1     Form of Legal Opinion of Assistant General Counsel of the Borrower
D-2     Form of Opinion of Special Counsel to the Administrative Agent
E       Form of Assignment and Acceptance
F       Form of New Lender Supplement
G       Form of Commitment Increase Supplement


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                            AMENDED AND RESTATED CREDIT AGREEMENT

               This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2005 (as
may be amended, supplemented or otherwise modified from time to time, this "Agreement"), is
made by and among EDISON INTERNATIONAL, a California corporation (the "Borrower"), the
several banks and other financial institutions from time to time parties hereto (the
"Lenders"), CITICORP NORTH AMERICA, INC., as syndication agent (in such capacity the
"Syndication Agent"), CREDIT SUISSE FIRST BOSTON, 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" and, together with the Syndication
Agent and the Documentation Agents, the "Agents").

                                     W I T N E S S E T H:

               WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit
Agreement, dated as of February 1, 2005 (as amended, supplemented or otherwise modified
prior to the date hereof, the "Existing Credit Agreement");

               WHEREAS, the Borrower has requested that (i) the Lenders increase the loan
commitments under the Existing Credit Agreement by $250,000,000 (the "Revolving Commitment
Increase") to $1,000,000,000, (ii) certain other amendments be made to the Existing Credit
Agreement and (iii) the Existing Credit Agreement be amended and restated in its entirety;
and

               WHEREAS, the Lenders are willing to make the Revolving Commitment Increase
available to the Borrower and make certain other amendments to the Existing Credit Agreement
upon the terms and conditions set forth herein;

               NOW, THEREFORE, the Borrower, the Lenders and the Agents hereby agree that the
Existing Credit Agreement shall be amended and restated in its entirety as follows:

                                SECTION 1. DEFINITIONS

1.1.    Defined Terms.  As used in this Agreement, the following terms shall have the
following meanings:

               "ABR":  for any day, a rate per annum (rounded upwards, if necessary, to the
        next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and
        (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any
        change in the ABR due to a change in the Prime Rate or the Federal Funds Effective
        Rate shall be effective as of the opening of business on the effective day of such
        change in the Prime Rate or the Federal Funds Effective Rate, respectively.

               "ABR Loans":  Loans the rate of interest applicable to which is based upon the
        ABR.

               "Act":  as defined in Section 9.15.



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               "Additional Costs":  as defined in Section 2.13(a).

               "Administrative Agent": as defined in the preamble hereto.

               "Affiliate":  as to any Person, any other Person which, directly or
        indirectly, is in control of, is controlled by, or is under common control with, such
        Person.

               "Agents":  as defined in the preamble hereto.

               "Agreement":  as defined in the preamble hereto.

               "Applicable Margin":  for any day, the applicable rate per annum set forth
        under the relevant column heading below, based upon the then most current senior
        unsecured debt ratings and/or corporate issuer ratings of the Borrower issued by S&P
        and Moody's, respectively:

                                                           Applicable   Letter of     Utililization
                                   Facility   Applicable   Margin for    Credit          Fee
                                     Fee      Margin for   Eurodollar Participation
        Level         Rating        Rate      ABR Loans      Loans      Fee Rate

        1        A+/A1 or higher     0.060%       0%          0.140%      0.140%        0.050%
        2        A/A2                0.070%       0%          0.180%      0.180%        0.050%
        3        A-/A3               0.080%       0%          0.220%      0.220%        0.050%
        4        BBB+/Baa1           0.090%       0%          0.310%      0.310%        0.050%
        5        BBB/Baa2            0.110%       0%          0.390%      0.390%        0.100%
        6        BBB-/Baa3           0.150%       0%          0.450%      0.450%        0.100%
        7        BB+/Ba1             0.200%       0%          0.675%      0.675%        0.100%
        8        Lower than          0.250%     0.075%        0.750%      0.750%        0.100%
                 BB+/Ba1

               Subject to the provisions of this paragraph  regarding  split ratings,  changes
        in the  Applicable  Margin  shall  become  effective  on the date on which S&P  and/or
        Moody's  changes  its  relevant  rating.  In the event of split  ratings,  the  higher
        rating shall govern.  In the event that,  at any time, a rating is not available  from
        one of such rating  agencies,  the Applicable  Margin shall be determined on the basis
        of the rating from the other rating  agency.  In the event that, at any time,  ratings
        from  each  such  rating  agency  are  not  available  for  companies  generally,  the
        Applicable  Margin  shall  be  determined  on the  basis of the  last  rating(s)  made
        available.  In the event that,  at any time,  such ratings are not  available  for the
        Borrower but are generally  available for other companies,  then the Applicable Margin
        shall be as for Level 8.

               "Approved Fund":  with respect to any Lender that is a fund that invests in
        bank loans, any other fund that invests in bank loans and is advised or managed by
        the same investment advisor as such Lender or by an affiliate of such investment
        advisor.


               "Assignee":  as defined in Section 9.6(c).

               "Assignment and Acceptance":  as defined in Section 9.6(c).


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               "Board":  the Board of Governors of the Federal Reserve System (or any
        successor).

               "Borrower": as defined in the preamble hereto.

               "Borrowing Date":  any Business Day specified in a notice pursuant to Section
        2.2 as a date on which the Borrower requests the Lenders to make Loans hereunder.

               "Business Day":  a day other than a Saturday, Sunday or other day on which
        commercial banks in New York City are authorized or required by law to close, except
        that, when used in connection with a Eurodollar Loan, the term "Business Day" shall
        mean any Business Day (as defined above) on which dealings in foreign currencies and
        exchange between banks may be carried on in London, England and in New York, New York.

               "Capital Stock": shares of capital stock, partnership interests, membership
        interests in a limited liability company, beneficial interests in a trust or other
        equity ownership interests in a Person, and any warrants, options or other rights
        entitling the holder thereof to purchase or acquire any such equity ownership
        interest.

               "Change of Control":  the acquisition of beneficial ownership, directly or
        indirectly, by any person or group (within the meaning of Sections 13(d) and 14(d) of
        the Securities Exchange Act of 1934, as amended, and the rules of the Securities and
        Exchange Commission promulgated thereunder), of Capital Stock of the Borrower
        representing more than 30% of the combined voting power of all Capital Stock of the
        Borrower entitled to vote in the election of directors; provided, however, that a
        person shall not be deemed to have beneficial ownership of (a) shares of Capital
        Stock tendered pursuant to a tender or exchange offer made by or on behalf of such
        person (or its affiliate) until such shares shall have been accepted for payment and
        (b) if such beneficial ownership arises solely as a result of a revocable proxy
        delivered in response to a proxy or consent solicitation made by or on behalf of such
        person (or its affiliates).

               "Closing Date":  December 15, 2005.

               "Code":  the Internal Revenue Code of 1986, as amended from time to time.

               "Commitment":  as to any Lender, the obligation of such Lender to make Loans
        and to acquire participations in Letters of Credit in the aggregate principal and/or
        face amount set forth under the heading "Commitment" opposite such Lender's name on
        Schedule 1.1 or in the Assignment and Acceptance pursuant to which such Lender became
        a party hereto, as the same may be changed from time to time pursuant to the terms
        hereof, including Section 2.1.

               "Commitment Increase Amount":  as defined in Section 2.1(b).

               "Commitment Increase Notice":  as defined in Section 2.1(b).

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               "Commitment Period":  the period from and including the Closing Date to the
        Termination Date.

               "Commitment Utilization Percentage":  on any day, the percentage equivalent of
        a fraction (a) the numerator of which is the Total Exposures and (b) the denominator
        of which is the Total Commitments (or, on any day after termination of the
        Commitments, the Total Commitments in effect immediately preceding such termination).

                "Commonly Controlled Entity":  an entity, whether or not incorporated, which
        is under common control with the Borrower within the meaning of Section 4001 of ERISA
        or is part of a group which includes the Borrower and which is treated as a single
        employer under Section 414 of the Code.

                "Consolidated Capital":  at any time, the sum of, without duplication, (i)
        Consolidated Total Recourse Indebtedness plus (ii) the amount set forth opposite the
        captions "shareholder's equity" and "preferred stock" (or similar captions) on a
        consolidated balance sheet of the Borrower prepared in accordance with GAAP plus
        (iii) the outstanding principal amount of any junior subordinated deferrable interest
        debentures or similar securities issued by the Borrower or any of its Subsidiaries
        after the Closing Date.

               "Consolidated Capitalization Ratio":  on the last day of any fiscal quarter,
        the ratio of (a) Consolidated Total Recourse Indebtedness to (b) Consolidated Capital.

               "Consolidated Total Recourse Indebtedness":  at any date, the sum of (i) the
        aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries
        at such date determined on a GAAP consolidated basis and (ii) without duplication,
        the aggregate principal amount of all Indebtedness of any other Persons at such date
        determined on a GAAP consolidated basis to the extent the payment of such
        Indebtedness is guaranteed by the Borrower or any of its Subsidiaries.

               "Contractual Obligation":  as to any Person, any provision of any security
        issued by such Person or of any agreement, instrument or other undertaking to which
        such Person is a party or by which it or any of its property is bound.

               "Conversion Date": as defined in Section 2.6.

               "Declining Lender":  as defined in Section 2.18.

                "Default":  any of the events specified in Section 7, whether or not any
        requirement for the giving of notice, the lapse of time, or both, or any other
        condition, has been satisfied.

               "Documentation Agents":  as defined in the preamble hereto.

               "Dollars" and "$":  dollars in lawful currency of the United States of America.


Page 4

               "Environmental Laws":  any and all federal, state, local or municipal laws,
        rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any
        Governmental Authority or other Requirements of Law (including common law)
        regulating, relating to or imposing liability or standards of conduct concerning
        protection of the environment, as now or may at any time hereafter be in effect.

               "ERISA":  the Employee Retirement Income Security Act of 1974, as amended from
        time to time.

               "Eurodollar Loans":  Loans the rate of interest applicable to which is based
        upon the Eurodollar Rate.

               "Eurodollar Rate":  with respect to each day during each Interest Period
        pertaining to a Eurodollar Loan, the rate per annum (rounded upwards, if necessary,
        to the next higher of 1/100th of 1%) equal to the rate for Dollar deposits for a
        period equal to such Interest Period commencing on the first day of such Interest
        Period appearing on page 3750 of the Telerate screen at or about 11:00 A.M., London
        time, two Business Days prior to the beginning of such Interest Period.  In the event
        that such rate does not appear on Page 3750 of the Telerate screen (or otherwise on
        such screen), the "Eurodollar Rate" shall be determined by reference to such other
        comparable publicly available service for displaying eurodollar rates as may be
        selected by the Administrative Agent or, in the absence of such availability, by
        reference to the rate at which the Administrative Agent is offered Dollar deposits at
        or about 11:00 A.M., New York City time, two Business Days prior to the beginning of
        such Interest Period in the interbank eurodollar market where its eurodollar and
        foreign currency and exchange operations are then being conducted for delivery on the
        first day of such Interest Period for the number of days comprised therein, and in an
        amount comparable to the amount of its Eurodollar Loan.

               "Eurodollar Tranche":  the collective reference to Eurodollar Loans the then
        current Interest Periods with respect to all of which begin on the same date and end
        on the same later date (whether or not such Loans shall originally have been made on
        the same day).

               "Event of Default":  any of the events specified in Section 7, provided that
        any requirement for the giving of notice, the lapse of time, or both, or any other
        condition, has been satisfied.

               "Excess Utilization Day":  each day on which the Commitment Utilization
        Percentage exceeds 50%.

               "Existing Termination Date":  as defined in Section 2.18.

               "Existing Credit Agreement":  as defined in the recitals hereto.

               "Exposure":  with respect to any Lender at any time, an amount equal to the
        amount of such Lender's outstanding Loans and LC Exposure at such time.

               "Extending Lender":  as defined in Section 2.18.


Page 5


               "Facility Fee":  the facility fee payable pursuant to Section 2.3(a) at the
        Facility Fee Rate.

               "Facility Fee Rate":  the facility fee rate per annum set forth in the
        definition of "Applicable Margin".

               "Federal Funds Effective Rate":  for any day, the weighted average of the
        rates on overnight federal funds transactions with members of the Federal Reserve
        System arranged by federal funds brokers, as published on the next succeeding
        Business Day by the Federal Reserve Bank of New York, or, if such rate is not so
        published for any day which is a Business Day, the average of the quotations for the
        day of such transactions received by the Administrative Agent from three federal
        funds brokers of recognized standing selected by it.

               "GAAP":  generally accepted accounting principles in the United States of
        America in effect from time to time.

               "Governmental Authority":  any nation or government, any state or other
        political subdivision thereof and any entity exercising executive, legislative,
        judicial, regulatory or administrative functions of or pertaining to government.

               "Hedge Agreements":  all interest rate swaps, caps or collar agreements or
        similar arrangements dealing with interest rates or currency exchange rates or the
        exchange of nominal interest obligations, either generally or under specific
        contingencies.

               "Indebtedness":  of any Person at any date, without duplication, (a) all
        indebtedness of such Person for borrowed money or for the deferred purchase price of
        property or services (other than current trade liabilities incurred in the ordinary
        course of business and payable in accordance with customary practices) or
        representing reimbursement obligations in respect of letters of credit which have
        been funded, (b) any other indebtedness of such Person which is evidenced by a note,
        bond, debenture or similar instrument, (c) all indebtedness created or arising under
        any conditional sale or title retention agreement with respect to property acquired
        by such Person (even though the rights and remedies of the seller or lender under
        such agreement in the event of default are limited to repossession or sale of such
        property), (d) all obligations of such Person as lessee which are capitalized in
        accordance with GAAP, (e) all direct and indirect guarantee obligations (whether by
        guarantee, reimbursement or indemnity or agreement to maintain financial condition or
        solvency or otherwise) of such Person in respect of any obligations of the type
        described in the preceding clauses (a) through (d) of any other Person, (f) all
        obligations of the kind referred to in clauses (a) through (d) above secured by (or
        for which the holder of such obligation has an existing right, contingent or
        otherwise, to be secured by) any Lien on property (including accounts and contract
        rights) owned by such Person, whether or not such Person has assumed or become liable
        for the payment of such obligation and (g) for the purposes of Section 7(g) only, all
        obligations of such Person in respect of Hedge Agreements in an amount equal to the
        net amount that would be payable by such Person upon the acceleration, termination or
        liquidation thereof.  Notwithstanding the foregoing, with respect to Borrower and its
        Subsidiaries, Indebtedness shall not include (i) notes outstanding pursuant to those
        certain Rate Reduction Certificates, Series 1997-1 issued by SCE Funding LLC, a
        Subsidiary of the Borrower, (ii) obligations under a Receivables Securitization of


Page 6


        such Person, (iii) any junior subordinated deferrable interest debentures or similar
        securities issued by the Borrower or any of its Subsidiaries after the Closing Date,
        (iv) non-recourse project finance Indebtedness of Edison Mission Group Inc. and its
        Subsidiaries, (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).

               "Interest Payment Date":  (a) as to any ABR Loan, the last day of each March,
        June, September and December to occur while such Loan is outstanding and the final
        maturity date of such Loan, (b) as to any Eurodollar Loan, having an Interest Period
        of three months or less, the last day of each Interest Period therefor, (c) as to any
        Eurodollar Loan having an Interest Period longer than three months, each day that is
        three months, or a whole multiple thereof (e.g., six months), after the first day of
        such Interest Period and the last day of such Interest Period and (d) as to any
        Eurodollar Loan the date of any repayment or prepayment made in respect thereof.

               "Interest Period":  (a) with respect to any ABR Loan, the period commencing on
        the Borrowing Date or the Conversion Date, as the case may be, with respect to such
        ABR Loan and ending on the last day of each March, June, September and December to
        occur while such Loan is outstanding and the final maturity date of such Loan, and
        (b) with respect to any Eurodollar Loan:

(i)     initially, the period commencing on the Borrowing Date or the Conversion Date, as the
        case may be, with respect to such Eurodollar Loan and ending one, two, three or six
        months thereafter, as selected by the Borrower in its notice of borrowing or notice
        of conversion, as the case may be, given with respect thereto; and

(ii)    thereafter, each period commencing on the last day of the next preceding Interest
        Period applicable to such Eurodollar Loan and ending one, two, three or six months
        thereafter, as selected by the Borrower by irrevocable notice to the Administrative
        Agent not less than three Business Days prior to the last day of the then current
        Interest Period with respect thereto;

        provided that, all of the foregoing provisions relating to Interest Periods are
        subject to the following:

                      (1)  if any Interest Period would otherwise end on a day that is not a
               Business Day, such Interest Period shall be extended to the next succeeding
               Business Day unless the result of such extension would be to carry such
               Interest Period into another calendar month in which event such Interest
               Period shall end on the immediately preceding Business Day;


Page 7


                      (2)  any Interest Period for a Loan that would otherwise extend beyond
               the Termination Date shall end on the Termination Date; and

                      (3)  any Interest Period that begins on the last Business Day of a
               calendar month (or on a day for which there is no numerically corresponding
               day in the calendar month at the end of such Interest Period) shall end on the
               last Business Day of a calendar month.

               "Issuing Lender":  JPMorgan Chase Bank and any other Lender who agrees to act
        as Issuing Lender hereunder, in its capacity as the issuer of Letters of Credit
        hereunder, and its successors in such capacity as provided in Section 3.9.  The
        Issuing Lender may, in its discretion, arrange for one or more Letters of Credit to
        be issued by Affiliates of the Issuing Lender, in which case the term "Issuing
        Lender" shall include any such Affiliate with respect to Letters of Credit issued by
        such Affiliate.

               "JPMorgan Chase Bank":  JPMorgan Chase Bank, N.A., a national banking
        association.

               "LC Disbursement":  a payment made by the Issuing Lender pursuant to a Letter
        of Credit.

               "LC Exposure":  at any time, the sum of (a) the aggregate undrawn amount of
        all outstanding Letters of Credit at such time plus (b) the aggregate amount of all
        LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at
        such time.  The LC Exposure of any Lender at any time shall be its Percentage of the
        total LC Exposure at such time.

               "Lenders":  as defined in the preamble hereto; provided that, wherever
        appropriate, each reference herein to the Lenders shall be deemed to include the
        Issuing Lender.

               "Lending Office":  each Lender's lending office designated in Schedule 1.1 or
        such other office of such Lender notified to the Administrative Agent and Borrower.

               "Letter of Credit":  any letter of credit issued pursuant to this Agreement.

               "Letter of Credit Fronting Fee": as defined in Section 2.3(c).

               "Letter of Credit  Participation  Fee": the letter of credit  participation fee
        payable pursuant to Section 2.3(c) at the Letter of Credit Participation Fee Rate.

               "Letter of Credit  Participation Fee Rate": the letter of credit  participation
        fee rate per annum set forth in the definition of "Applicable Margin".

               "Lien":  any mortgage, pledge, hypothecation, assignment, deposit arrangement,
        encumbrance, lien (statutory or other), charge or other security interest or any
        preference, priority or other security agreement or preferential arrangement of any
        kind or nature whatsoever (including, without limitation, any conditional sale or
        other title retention agreement and any capitalized lease obligation having
        substantially the same economic effect as any of the foregoing).


Page 8

               "Loan":  any loan made by any Lender pursuant to Section 2.1.

               "Loan Documents":  this Agreement and any Notes.

               "Material Adverse Effect":  a material adverse effect on the business,
        property, operations or financial condition of the Borrower and its consolidated
        Subsidiaries taken as a whole.

               "Materials of Environmental Concern":  any gasoline or petroleum (including
        crude oil or any fraction thereof) or petroleum products or any hazardous or toxic
        substances, materials or wastes, defined or regulated as such in or under any
        Environmental Law, including asbestos, polychlorinated biphenyls and
        urea-formaldehyde insulation, but excluding any such substances, materials or wastes
        that are used or present on any property in conformance with the Requirements of Law.

               "Moody's":  Moody's Investors Service, Inc.

               "New Lender":  as defined in Section 2.1(c).

               "Non-Excluded Taxes":  as defined in Section 2.14(a).

               "Non-U.S. Lender": as defined in Section 2.14(d).

               "Note":  as defined in Section 2.4(e).

               "Noticed Anniversary Date":  as defined in Section 2.18.

               "Other Taxes":  any and all present or future stamp or documentary taxes or
        any other excise or property taxes, charges or similar levies arising from any
        payment made hereunder or from the execution, delivery or enforcement of, or
        otherwise with respect to, this Agreement or any other Loan Document.

               "Participants":  as defined in Section 9.6(b).

               "PBGC":  the Pension Benefit Guaranty Corporation established pursuant to
        Subtitle A of Title IV of ERISA.

               "Percentage":  as to any Lender at any time, the percentage which such
        Lender's Commitment then constitutes of the Total Commitments or, at any time after
        the Commitments shall have terminated, the percentage which the aggregate principal
        amount of such Lender's Exposure at such time constitutes of the Total Exposures at
        such time.


Page 9


               "Person":  an individual, partnership, corporation, business trust, joint
        stock company, trust, unincorporated association, joint venture, Governmental
        Authority or other entity of whatever nature.

               "Plan":  at a particular time, any employee benefit plan which is covered by
        ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if
        such plan were terminated at such time, would under Section 4069 of ERISA be deemed
        to be) an "employer" as defined in Section 3(5) of ERISA.

               "Prime Rate":  the rate of interest per annum publicly announced from time to
        time by JPMorgan Chase Bank as its prime rate in effect at its principal office in
        New York City (the Prime Rate not being intended to be the lowest rate of interest
        charged by JPMorgan Chase Bank in connection with extensions of credit to debtors).

               "PUHCA":  as defined in Section 4.13.

               "Receivables Securitization":  any financing pursuant to which accounts
        receivable of the Borrower or any of its Subsidiaries are (or are purported to be)
        sold or pledged, which financing shall be non-recourse (except for customary limited
        recourse provisions) to the Borrower and its Subsidiaries.

               "Register":  as defined in Section 9.6(d).

               "Regulation FD": as defined in Section 9.14.

               "Regulatory Change":  as to any Lender or the Issuing Lender, any change
        occurring or taking effect after the date of this Agreement in federal, state, local
        or foreign laws or regulations, or the adoption or making or taking effect after such
        date of any interpretations, directives, or requests applying to a class of lenders
        including the Lenders or to the Issuing Lender, as the case may be, of or under any
        federal, state, local or foreign laws or regulations (whether or not having the force
        of law) by any court or governmental or monetary authority charged with the
        interpretation or administration thereof.

               "Required Lenders":  at any date, the holders of more than 50% of the Total
        Commitments then in effect or, if the Commitments have terminated or for the purposes
        of determining whether to accelerate the Loans pursuant to Section 7, the Total
        Exposures at such time.

               "Requirement of Law":  as to any Person, the Certificate of Incorporation and
        By-Laws or other organizational or governing documents of such Person, and any law,
        treaty, rule or regulation or determination of an arbitrator or a court or other
        Governmental Authority, in each case applicable to or binding upon such Person or any
        of its property or to which such Person or any of its property is subject.

               "Responsible Officer":  the Chief Financial Officer, the Treasurer or any
        Assistant Treasurer of the Borrower, or any employee of the Borrower designated by
        any of the foregoing.


Page 10
               "Revolving Commitment Increase":  as defined in the recitals hereto.

               "S&P":  Standard & Poor's Ratings Group.

               "SCE":  Southern California Edison Company, a California corporation which is
        a majority-owned Subsidiary of the Borrower.

               "SCE Credit Agreement":  SCE's Amended and Restated $1,700,000,000 Credit
        Agreement dated as of the date hereof and for which JPMorgan Chase Bank acts as
        administrative agent.

               "SCE Indenture":  the Trust Indenture, dated as of October 1, 1923 between SCE
        and The Bank of New York and D.G. Donovan as trustees, as amended and supplemented
        from time to time.

               "Significant Subsidiary":  as defined in Regulation S-X of the United States
        Securities and Exchange Commission (or any successor), as the same may be amended or
        supplemented from time to time.

               "Subsidiary":  as to any Person, a corporation, partnership or other entity of
        which shares of stock or other ownership interests having ordinary voting power
        (other than stock or such other ownership interests having such power only by reason
        of the happening of a contingency) to elect a majority of the board of directors or
        other managers of such corporation, partnership or other entity are at the time
        owned, or the management of which is otherwise controlled, directly or indirectly
        through one or more intermediaries, or both, by such Person.  Unless otherwise
        qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Agreement
        shall refer to a Subsidiary or Subsidiaries of the Borrower.

               "Syndication Agent": as defined in the preamble hereto.

               "Tax Allocation Agreement": the Amended and Restated Agreement for the
        Allocation of Income Tax Liabilities and Benefits dated as of September 10, 1996
        among the Borrower, SCE and The Mission Group (now, Edison Mission Group Inc.).

               "Termination Date":  the date upon which the Commitments shall terminate,
        which shall be December 15, 2010, unless extended pursuant to Section 2.18.

               "Total Commitments":  at any time, the aggregate amount of the Commitments
        then in effect.  The amount of the Total Commitments as of the Closing Date is
        $1,000,000,000.

               "Total Exposures":  at any time, the aggregate amount of the Exposures of all
        Lenders at such time.

               "Transferee":  as defined in Section 9.6(f).

               "Type":  as to any Loan, its nature as an ABR Loan or a Eurodollar Loan.


Page 11


               "Utilization  Fee": the utilization  fee payable  pursuant to Section 2.3(d) at
        the Utilization Fee Rate.

               "Utilization  Fee Rate":  the  utilization  fee rate per annum set forth in the
        definition of "Applicable Margin".



1.2.    Other Definitional Provisions.  (a)  Unless otherwise specified therein, all terms
defined in this Agreement shall have their defined meanings when used in the Notes or any
certificate or other document made or delivered pursuant hereto or thereto.

(b)     As used herein and in the Notes and any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms relating to the Borrower and its
Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section 1.1,
to the extent not defined, shall have the respective meanings given to them under GAAP.

(c)     The words "hereof", "herein" and "hereunder" and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, Subsection, Schedule and Exhibit references are to this
Agreement unless otherwise specified.

(d)     The meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.

                           SECTION 2. AMOUNT AND TERMS OF THE CREDIT FACILITY

2.1.    The Commitments; Increase in Total Commitments.  (a)  Subject to the terms and
conditions hereof, each Lender severally agrees to make revolving credit loans to the
Borrower from time to time during the Commitment Period in an aggregate principal amount at
any one time outstanding that will not result in such Lender's Exposure exceeding such
Lender's Commitment.  During the Commitment Period the Borrower may use the Commitments by
borrowing, prepaying the Loans in whole or in part, and reborrowing, all in accordance with
the terms and conditions hereof.  Notwithstanding anything to the contrary in this
Agreement, in no event may Loans be borrowed under this Section 2 if, after giving effect
thereto, the aggregate principal amount of the Total Exposures at such time would exceed the
Total Commitments then in effect.  The Loans may from time to time be Eurodollar Loans or
ABR Loans, as determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.2 and 2.6.

               (b) In the event that the Borrower wishes from time to time to increase the
Total Commitments, it shall notify the Administrative Agent in writing of the amount (the
"Commitment Increase Amount") of such proposed increase (such notice, a "Commitment Increase
Notice"), and the Administrative Agent shall notify each Lender of such proposed increase.
The Borrower may, at its election (i) offer one or more of the Lenders the opportunity to
participate in all or a portion of the Commitment Increase Amount pursuant to paragraph (d)
below and/or (ii) with the consent of the Administrative Agent and the Issuing Lender (which
consent shall not be unreasonably withheld or delayed), offer one or more additional banks,
financial institutions or other entities the opportunity to participate in all or a portion
of the Commitment Increase Amount pursuant to paragraph (c) below.  Each Commitment Increase


Page 12



Notice shall specify which Lenders and/or banks, financial institutions or other entities
the Borrower desires to participate in such Commitment increase.  The Borrower or, if
requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks,
financial institutions or other entities of such offer.  Each Commitment Increase Amount
shall be at least $50,000,000.

               (c) Any additional bank, financial institution or other entity which the
Borrower selects to offer participation in the increased Commitments and which elects to
become a party to this Agreement and provide a Commitment in an amount so offered and
accepted by it pursuant to Section 2.1(b)(ii) shall execute a New Lender Supplement with the
Borrower and the Administrative Agent, substantially in the form of Exhibit F, whereupon
such bank, financial institution or other entity (herein called a "New Lender") shall become
a Lender for all purposes and to the same extent as if originally a party hereto and shall
be bound by and entitled to the benefits of this Agreement, and Schedule 1.1 shall be deemed
to be amended to add the name and Commitment of such New Lender, provided that the
Commitment of any such new Lender shall be in an amount not less than $10,000,000.

               (d) Any Lender which accepts an offer to it by the Borrower to increase its
Commitment pursuant to Section 2.1(b)(i) shall, in each case, execute a Commitment Increase
Supplement with the Borrower and the Administrative Agent, substantially in the form of
Exhibit G, whereupon such Lender shall be bound by and entitled to the benefits of this
Agreement with respect to the full amount of its Commitment as so increased, and Schedule
1.1 shall be deemed to be amended to so increase the Commitment of such Lender.

               (e) Notwithstanding anything to the contrary in this Section 2.1, (i) in no
event shall any increase effected pursuant to this Section 2.1 cause the Total Commitments
hereunder to exceed $1,375,000,000 and (ii) no Lender shall have any obligation to increase
its Commitment unless it agrees to do so in its sole discretion.

               (f) On the effective date of each increase in the Commitments pursuant to this
Section 2.1 and notwithstanding other provisions of this Agreement to the contrary (i) the
Lenders shall make such payments as shall be directed by the Administrative Agent in order
that the outstanding Loans shall be held ratably by the Lenders based on their respective
Commitments and (ii) participations in outstanding Letters of Credit shall be deemed to be
reallocated according to the respective Commitments of the Lenders.  Payments of interest,
fees and commissions with respect to the Loans and Letters of Credit shall be made to give
effect to any adjustments in the Loans and participations in the Letters of Credit made
pursuant to this Section 2.1.

               (g) On the effective date of each increase in the Commitments pursuant to this
Section 2.1, the conditions set forth in paragraphs (b), (c), (e) (with appropriate
modifications) and (f) of Section 5.1 shall have been satisfied with respect to such
increased Commitments as if such paragraphs applied to such increase, mutatis mutandis.


Page 13



2.2.    Procedure for Borrowing.  The Borrower may borrow under the Commitments during the
Commitment Period on any Business Day, provided that the Borrower shall give the
Administrative Agent irrevocable notice, which notice must be executed by a Responsible
Officer of the Borrower and received by the Administrative Agent prior to (a) 12:30 P.M.,
New York City time, three Business Days prior to the requested Borrowing Date, in the case
of Eurodollar Loans, or (b) 12:00 Noon, New York City time, on the requested Borrowing Date,
in the case of ABR Loans.  Each such notice shall specify (i) the amount to be borrowed,
(ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans,
ABR Loans, or a combination thereof and (iv) if the borrowing is to be entirely or partly of
Eurodollar Loans, the respective lengths of the initial Interest Periods therefor.  Each
borrowing under the Commitments shall be in an amount equal to (x) in the case of ABR Loans,
$5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) in the case of
Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided
that a borrowing under the Commitments that is an ABR Loan may be in any aggregate amount
that is required to finance the reimbursement of all or a part of an LC Disbursement as
contemplated by Section 3.5.  Upon receipt of any such notice from the Borrower, the
Administrative Agent shall promptly notify each Lender thereof.  Each Lender will make the
amount of its pro rata share of each borrowing available to the Administrative Agent for the
account of the Borrower at the office of the Administrative Agent specified in Section 9.2
prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in
funds immediately available to the Administrative Agent.  Such borrowing will then be made
available to the Borrower by the Administrative Agent crediting the account of the Borrower
on the books of such office with the aggregate of the amounts made available to the
Administrative Agent by the Lenders promptly upon receipt thereof and in like funds as
received by the Administrative Agent; provided that Loans made to finance the reimbursement
of an LC Disbursement as provided in Section 3.5 shall be remitted by the Administrative
Agent to the applicable Issuing Lender.

2.3.    Fees.  (a)  The Borrower agrees to pay to the Administrative Agent for the account of
each Lender a Facility Fee for the period from and including the first day of the Commitment
Period to and excluding the Termination Date, computed at the Facility Fee Rate on the
average daily amount of the Commitment of such Lender (or, following termination of the
Commitment of such Lender, on the average daily amount of the Exposure of such Lender)
during the period for which payment is made, payable in arrears on the last day of each
March, June, September and December and on the Termination Date and, following termination
of the Commitments, on demand.

(b)     The Borrower agrees to pay to the Administrative Agent for its own account any fees
separately agreed to by the Borrower and the Administrative Agent in writing.

(c)     The Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender (including the Issuing Lender) a Letter of Credit Participation Fee with respect to
its participations in Letters of Credit, which shall accrue at the Letter of Credit
Participation Fee Rate on the average daily amount of such Lender's LC Exposure (excluding
any portion thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Closing Date to but excluding the later of the date on which such Lender's
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and
(ii) to the Issuing Lender a fronting fee (the "Letter of Credit Fronting Fee"), which shall


Page 14


accrue at the rate per annum separately agreed with the Issuing Lender on the average daily
amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Closing Date to but excluding the
later of the date of termination of the Commitments and the date on which there ceases to be
any LC Exposure, as well as the Issuing Lender's standard fees with respect to the issuance,
amendment, renewal, extension or administration of any Letter of Credit or processing of
drawings thereunder, such standard fees of JPMorgan Chase Bank as Issuing Lender as in
effect as of the Closing Date having been disclosed in writing to Borrower prior to the
Closing Date.  Letter of Credit Participation Fees and Letter of Credit Fronting Fees
accrued through and including the last day of March, June, September and December of each
year shall be payable on each such last day, commencing on the first such date to occur
after the Closing Date; provided that all such fees shall be payable on the date on which
the Commitments terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand.  Any other fees payable to the Issuing Lender pursuant
to this paragraph shall be payable within 15 Business Days after demand.

               (d) The Borrower agrees to pay to the  Administrative  Agent for the account of
each  Lender  a  Utilization  Fee for the  period  from and  including  the  first  day of the
Commitment  Period to and excluding the  Termination  Date,  computed at the  Utilization  Fee
Rate on the average  daily amount of the  Exposure of such Lender for each Excess  Utilization
Day during the  period for which  payment is made,  payable in arrears on the last day of each
March,  June,  September and December and on the Termination Date and,  following  termination
of the Commitments, on demand.

2.4.    Repayment of Loans; Evidence of Debt.  (a)  The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan of such Lender on the Termination Date (or such earlier date
on which the Loans become due and payable pursuant to Section 7).  The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per annum, and
on the dates, set forth in Section 2.8.

(b)     Each Lender shall maintain in accordance with its usual practice an account or
accounts evidencing indebtedness of the Borrower to such Lender resulting from each Loan of
such Lender from time to time, including the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.

(c)     The Administrative Agent shall maintain the Register pursuant to Section 9.6(d), and
a subaccount therein for each Lender, in which shall be recorded (i) the amount of each Loan
made hereunder, the Type thereof and each Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each Lender's share thereof.

(d)     The entries made in the Register and the accounts of each Lender maintained pursuant
to Section 2.4(b) shall, to the extent permitted by applicable law, be prima facie evidence
of the existence and amounts of the obligations of the Borrower therein recorded; provided,

Page 15



however, that the failure of any Lender or the Administrative Agent to maintain the Register
or any such account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to such Borrower by such
Lender in accordance with the terms of this Agreement.

(e)     The Borrower agrees that, upon the request to the Administrative Agent by any Lender,
the Borrower will execute and deliver to such Lender a promissory note of the Borrower
evidencing the Loans of such Lender, substantially in the form of Exhibit A with appropriate
insertions as to date and principal amount (a "Note").

2.5.    Prepayments and Termination or Reduction of Commitments.  (a)  The Borrower may, upon
not less than three Business Days' notice to the Administrative Agent, terminate or reduce
the unutilized amount of the Commitments.  Any reduction of the Commitments shall be in an
amount equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and shall
reduce permanently the Commitments then in effect.

(b)     The Borrower may at any time and from time to time prepay the Loans, in whole or in
part, without premium or penalty, upon at least three Business Days' irrevocable notice to
the Administrative Agent.  Each such notice shall specify the date and amount of prepayment
and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and,
if of a combination thereof, the amount allocable to each.  Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender thereof.  If any such notice is
given, the amount specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to Section 2.15 and (except in the case
of ABR Loans) accrued interest to but excluding such date on the amount prepaid.  Partial
prepayments shall be in an aggregate principal amount of $5,000,000 or a whole multiple of
$1,000,000 in excess thereof.

2.6.    Conversion and Continuation Options.  ABR Loans may, at any time, be converted into
Eurodollar Loans and Eurodollar Loans may, on the last day of any Interest Period applicable
thereto, be converted into ABR Loans or continued as Eurodollar Loans (the date of any such
conversion, the "Conversion Date"), as follows:

(a)     In order to continue outstanding Eurodollar Loans as Eurodollar Loans for another
        Interest Period, or to convert ABR Loans to Eurodollar Loans, the Borrower shall give
        the Administrative Agent irrevocable notice thereof prior to 12:30 P.M. New York City
        time, three Business Days before the first day of the Interest Period to be
        applicable to such continued or converted Eurodollar Loans, which notice shall
        specify the length of the Interest Period requested by the Borrower to be applicable
        to such Loans.

(b)     No Loan may be converted into, or continued as, a Eurodollar Loan when any Event of
        Default has occurred and is continuing and the Administrative Agent has or the
        Required Lenders have determined in its or their sole discretion not to permit such a
        continuation.

(c)     If the Borrower fails to give a notice as described above in this Section 2.6 to
        continue an outstanding Eurodollar Loan or to convert such Loan to an ABR Loan, or if
        such continuation or conversion is not permitted pursuant to paragraph (b) above,
        such Loans shall be automatically converted to ABR Loans on the last day of the then
        expiring Interest Period applicable to such Loans.


Page 16


(d)     The Administrative Agent shall promptly notify each Lender of each notice received by
        the Administrative Agent from the Borrower pursuant to this Section 2.6.

2.7.    Minimum Amounts and Maximum Number of Tranches.  All borrowings, prepayments,
conversions and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so that, after
giving effect thereto, the aggregate principal amount of the Loans comprising each
Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess
thereof.  In no event shall there be more than five Eurodollar Tranches outstanding at any
time.

2.8.    Interest Rates and Payment Dates.  (a)  Each Eurodollar Loan shall bear interest for
each day during each Interest Period with respect thereto at a rate per annum equal to the
Eurodollar Rate determined for such day plus the Applicable Margin therefor.

(b)     Each ABR Loan shall bear interest for each day from the applicable Borrowing Date at
a rate per annum equal to the ABR plus the Applicable Margin therefor.

(c)     If all or a portion of (i) the principal amount of any Loan or reimbursement
obligation in respect of any LC Disbursement, (ii) any interest payable thereon or (iii) any
fee or other amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall, to the extent permitted
by applicable law, bear interest at a rate per annum which is equal to the rate applicable
to ABR Loans pursuant to Section 2.8(b) plus 2% from the date of such non-payment to (but
excluding) the date on which such amount is paid in full (after as well as before judgment).

(d)     Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable from time to
time on demand.

2.9.    Computation of Interest and Fees.  (a)  Interest calculated on the basis of the Prime
Rate shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for
the actual days elapsed; and, otherwise, interest and Facility Fees, Letter of Credit
Participation Fees, Letter of Credit Fronting Fees and Utilization Fees shall be calculated
on the basis of a 360-day year for the actual days elapsed.  The Administrative Agent shall
as soon as practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate.

(b)     Each determination of an interest rate by the Administrative Agent pursuant to any
provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders
in the absence of manifest error.  The Administrative Agent shall deliver to the Borrower
upon request a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.8(a) or (b).

2.10.   Inability to Determine Interest Rate.  If prior to the first day of any Interest
Period:


Page 17


(a)     the Administrative Agent shall have determined (which determination shall be
conclusive and binding upon the Borrower, absent manifest error) that the Eurodollar Rate
can not be determined by any of the means set forth in the definition of "Eurodollar Rate"
and, by reason of circumstances affecting the eurodollar market, quotations of interest
rates for the relevant deposits are not being provided to JPMorgan Chase Bank in the
relevant amount or for the relevant maturities for purposes of determining the Eurodollar
Rate for such Interest Period, or

(b)     the Administrative Agent shall have received notice from the Required  Lenders that
the Eurodollar Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (as conclusively certified by such
Lenders, absent manifest error) of making or maintaining their affected Loans during such
Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof
to the Borrower and the Lenders as soon as practicable thereafter.  If such notice is given
(x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall
be made as ABR Loans, (y) any ABR Loans that were to have been converted on the first day of
such Interest Period to Eurodollar Loans shall be continued as ABR Loans and (z) any
outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period,
to ABR Loans.  Each such Lender shall promptly notify the Administrative Agent upon any
change in such determination of the adequacies and fairness of the Eurodollar Rate, and the
Administrative Agent shall promptly withdraw its notice to the Borrower following receipt of
such notices from the Required Lenders.  Until such withdrawal by the Administrative Agent,
no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have
the right to convert ABR Loans to Eurodollar Loans.

2.11.   Pro Rata Treatment and Payments.  (a)  Each borrowing by the Borrower from the
Lenders hereunder, each payment by the Borrower of any Facility Fee, Letter of Credit
Participation Fee or Utilization Fee hereunder, each payment (including each prepayment) by
the Borrower on account of principal of and interest on the Loans, and any reduction of the
Commitments of the Lenders shall be made pro rata according to the Percentages of the
Lenders, in each case except to the extent another provision of this Agreement specifies a
different treatment.  All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall be made
without set off or counterclaim and shall be made prior to 4:00 P.M., New York City time, on
the due date thereof to the Administrative Agent (except payments to be made directly to the
Issuing Lender as expressly provided herein), for the account of the Lenders, at the
Administrative Agent's office specified in Section 9.2, in Dollars and in immediately
available funds.  The Administrative Agent shall distribute such payments to the Lenders
promptly upon receipt in like funds as received.  If any payment hereunder becomes due and
payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.

(b)     Unless the Administrative Agent shall have been notified in writing by any Lender
prior to a borrowing that such Lender will not make the amount that would constitute its
share of such borrowing available to the Administrative Agent, the Administrative Agent may


Page 18


assume that such Lender is making such amount available to the Administrative Agent, and the
Administrative Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  If such amount is not made available to the Administrative Agent by
the required time on the Borrowing Date therefor, such Lender shall pay to the
Administrative Agent, on demand, such amount with interest thereon at a rate equal to the
daily average Federal Funds Effective Rate for the period until such Lender makes such
amount immediately available to the Administrative Agent.  A certificate of the
Administrative Agent submitted to any Lender with respect to any amounts owing under this
Section shall be conclusive in the absence of manifest error.  If such Lender's pro rata
share of such borrowing is not made available to the Administrative Agent by such Lender
within three Business Days of such Borrowing Date, the Administrative Agent shall also be
entitled to repayment of such amount with interest thereon at the rate per annum otherwise
applicable to such Loans hereunder, on demand, from the Borrower and, upon such payment, no
further interest shall be payable with respect to such amount.  The payment of interest by a
Lender to the Administrative Agent pursuant to this Section 2.11(b) shall not be deemed to
be a waiver of any right the Borrower may have against such Lender for such Lender's failure
to make Loans to the Borrower as required hereunder.

2.12.   Illegality.  Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof shall make
it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this
Agreement (a) such Lender shall promptly give notice thereof to the Borrower and the
Administrative Agent, (b) the commitment of such Lender hereunder to make Eurodollar Loans,
continue Eurodollar Loans as such and convert ABR Loans to Eurodollar Loans shall forthwith
be cancelled and (c) such Lender's outstanding Eurodollar Loans, if any, shall be converted
automatically to ABR Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law.

2.13.   Additional Costs.  (a)  If, as a result of any Regulatory Change:

(i)     any Lender or the Issuing Lender shall be subject to any tax of any kind whatsoever
        with respect to amounts payable to it under this Agreement or any Eurodollar Loan
        made by it, or the basis of taxation of payments to such Lender or the Issuing Lender
        in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered
        by Section 2.14, net income taxes and franchise taxes, and changes in the rate of tax
        on the overall net income of such Lender); or

(ii)    any reserve, special deposit, or capital adequacy, or similar requirements relating
        to any extensions of credit or other assets of, or any deposits with or other
        liabilities of, any Lender or the Issuing Lender are imposed, modified, or deemed
        applicable; or

(iii)   any other condition affecting this Agreement, any Eurodollar Loans or any Letter of
        Credit or participation therein is imposed on any Lender or the Issuing Lender after
        the date hereof; and

any Lender or the Issuing Lender, as the case may be, determines that, by reason thereof,
the cost to such Lender of making or maintaining its Commitment or any of its Eurodollar
Loans to the Borrower, or the cost (including reduced rate of return) to such Lender or the



Page 19


Issuing Lender of participating in, issuing or maintaining any Letter of Credit, as the case
may be, is increased or any amount receivable by such Lender or the Issuing Lender hereunder
in respect of any of such Loans or Letters of Credit is reduced, in each case by an amount
reasonably deemed by such Lender or the Issuing Lender to be material (such increases in
cost and reductions in amounts receivable being herein called "Additional Costs"), then the
Borrower shall pay to such Lender or the Issuing Lender, as the case may be, upon its
request the additional amount or amounts as will compensate such Lender or the Issuing
Lender, as the case may be, for such Additional Costs within 15 Business Days after written
notice of such Additional Costs is received by the Borrower; provided, however, that if all
or any such Additional Costs would not have been payable or incurred but for such Lender's
voluntary decision to designate a new Lending Office, the Borrower shall have no obligation
under this Section 2.13 to compensate such Lender for such amount relating to such Lender's
decision; provided, further, that the Borrower shall not be required to make any payments to
such Lender or the Issuing Lender for Additional Costs resulting from capital adequacy
requirements incurred more than 60 days prior to the date that such Lender or the Issuing
Lender, as the case may be, notifies the Borrower of such Lender's intention to claim
compensation therefor.  Each Lender will notify the Borrower and the Administrative Agent of
any Regulatory Change occurring after the date of this Agreement which will entitle such
Lender or the Issuing Lender, as the case may be, to compensation pursuant to this Section
2.13(a) as promptly as practicable after it obtains knowledge thereof and determines to
request such compensation.  If such Lender or the Issuing Lender requests compensation under
this Section 2.13(a) in respect of any Regulatory Change, the Borrower may, by notice to
such Lender or the Issuing Lender, as applicable, require that such Lender or the Issuing
Lender forward to the Borrower a statement setting forth the basis for requesting such
compensation and the method for determining the amount thereof.

(b)     Without limiting the effect of the provisions of Section 2.13(a) (but without
duplication thereof), the Borrower will pay to any Lender, within 15 Business Days of
receipt by the Borrower of notice from such Lender, for each day such Lender is required to
maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board as in
effect on the date of this Agreement, an additional amount determined by such Lender equal
to the product of the following:

(i)     the principal amount of the Eurodollar Loan;

(ii)    the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for
        such Eurodollar Loan and the denominator of which is one minus the rate at which such
        reserve requirements are imposed on such Lender on such day minus (y) such numerator;
        and

(iii)   1/360.

Such Lender shall request payment under this Section 2.13(b) by giving notice to the
Borrower as of the last day of each Interest Period for each Eurodollar Loan (and, if such
Interest Period exceeds three months' duration, also as of three months, or a whole multiple
thereof, after the first day of such Interest Period).  Such notice shall specify the basis
for requesting such compensation and the method for determining the amount thereof.  Such
Lender shall provide any evidence of such requirement to maintain reserves as the Borrower
may reasonably request.


Page 20


(c)     Determinations by any Lender or the Issuing Lender for purposes of this Section 2.13
of the effect of any Regulatory Change shall be conclusive, provided that such
determinations are made absent manifest error.

2.14.   Taxes.  (a)  All payments made by the Borrower under this Agreement and any Notes
shall be made free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on the Administrative Agent, the Issuing
Lender or any Lender as a result of a present or former connection between the
Administrative Agent, the Issuing Lender or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the Administrative
Agent, the Issuing Lender or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any other Loan
Document), unless the Borrower is compelled by law to make such deduction or withholding.
If any such non-excluded taxes, levies, imposts, duties, charges, fees deductions or
withholdings ("Non-Excluded Taxes") or any Other Taxes are required to be withheld from any
amounts payable to the Administrative Agent, the Issuing Lender or any Lender hereunder or
under any Note, the amounts so payable to the Administrative Agent, the Issuing Lender or
such Lender shall be increased to the extent necessary to yield to the Administrative Agent,
the Issuing Lender or such Lender (after payment of all Non-Excluded Taxes and Other Taxes)
interest or any such other amounts payable hereunder at the rates or in the amounts they
would have received had no such obligation been imposed on the Borrower; provided, however,
that the Borrower shall not be required to increase any such amounts payable to any Lender
with respect to any Non-Excluded Taxes that are attributable to such Lender's designation of
a different Lending Office (provided that such Non-Excluded Taxes are imposed at the time of
the first payment to such Lender under this Agreement following such designation and
excluding any designation required by any Requirement of Law or occurring pursuant to
Section 2.16) or failure to comply with the requirements of paragraph (d) of this Section
2.14.

(b)     In addition, the Borrower shall pay any Other Taxes (other than Other Taxes that are
being or promptly will be contested in good faith by appropriate proceedings and for which
the Borrower has set aside on its books adequate reserves in accordance with GAAP, provided
that the Borrower shall be permitted not to pay such Other Taxes being so contested only so
long as such nonpayment could not reasonably be expected to have any adverse effect on the
rights or remedies of the Lenders hereunder or under any other Loan Document) to the
relevant Governmental Authority in accordance with applicable law.

(c)     Whenever any Non-Excluded Taxes or Other Taxes (other than Other Taxes that are being
or promptly will be contested in good faith by appropriate proceedings and for which the
Borrower has set aside on its books adequate reserves in accordance with GAAP, provided that
the Borrower shall be permitted not to pay such Other Taxes being so contested only so long
as such nonpayment could not reasonably be expected to have any adverse effect on the rights
or remedies of the Lenders hereunder or under any other Loan Document) are payable by the
Borrower, as promptly as possible thereafter the Borrower shall send to the Administrative




Page 21


Agent for the account of the Administrative Agent or the relevant Lender or Issuing Lender,
as the case may be, certificates or other valid vouchers or receipts received by the
Borrower showing payment thereof.  If the Borrower fails to pay any such Non-Excluded Taxes
or Other Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary evidence, the
Borrower shall indemnify the Administrative Agent, the Issuing Lender and the Lenders for
any incremental taxes, interest or penalties that may become payable by the Administrative
Agent, the Issuing Lender or any Lender as a result of any such failure.

(d)     Each Lender (or Transferee) that is not a "United States person" as defined in
Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver to the Borrower and the
Administrative Agent (or, in the case of a Participant, to the Lender from which the related
participation shall have been purchased) two copies of either U.S. Internal Revenue Service
Form W-8BEN (certifying as to entitlement to treaty benefits) or Form W-8ECI (claiming
exemption from withholding because the income is effectively connected with a U.S. trade or
business), or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of
"portfolio interest", a statement substantially in the form of Exhibit B and a Form W-8BEN
(certifying as to beneficial ownership), or any subsequent versions thereof or successors
thereto properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from U.S. federal withholding tax on all payments by the Borrower under this
Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S.
Lender on or before the date it becomes a party to this Agreement (or, in the case of any
Participant, on or before the date such Participant purchases the related participation).
In addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Non-U.S. Lender, or upon the reasonable
request by the Borrower or the Administrative Agent.  Each Non-U.S. Lender shall promptly
notify the Borrower at any time it determines that it is no longer in a position to provide
any previously delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose).  Each Non-U.S. Lender agrees to
(i) promptly notify the Administrative Agent and Borrower if any fact set forth in any such
certificate ceases to be true and correct and (ii) take such steps and may be reasonably
necessary to avoid any applicable Requirements of Law that Borrower make any deduction or
withholding for taxes from amounts payable to the Non-U.S. Lender under this Agreement.
Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be
required to deliver any form pursuant to this paragraph after the date it becomes a party to
this Agreement (or, in the case of any Participant, after the date such Participant
purchases the related participation) that such Non-U.S. Lender is not legally able to
deliver.

2.15.   Indemnity.  The Borrower agrees to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a consequence of
(a) default by the Borrower in making a borrowing of Eurodollar Loans or in the conversion
into or continuation of Eurodollar Loans, after the Borrower has given a notice requesting
or accepting the same in accordance with the provisions of this Agreement, (b) default by
the Borrower in making any prepayment of Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement, or (c) the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with
respect thereto.  Such indemnification may include an amount equal to the excess, if


Page 22


applicable, of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such prepayment
or of such failure to borrow, convert or continue to but excluding the last day of the
relevant Interest Period (or proposed Interest Period) at the applicable rate of interest
for such Loans provided for herein (excluding, however, the Applicable Margin) over (ii) the
amount of interest (as reasonably determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable period with
leading banks in the interbank eurodollar market.

2.16.   Change of Lending Office.  Each Lender agrees that if it makes any demand for payment
under Sections 2.13 or 2.14(a), or if any adoption or change of the type described in
Section 2.12 shall occur with respect to it, it will use reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to designate a different
Lending Office if the making of such a designation would reduce or obviate the need for the
Borrower to make payments under Sections 2.13 or 2.14(a), or would eliminate or reduce the
effect of any adoption or change described in Section 2.12.

2.17.   Replacement of Lenders under Certain Circumstances.  The Borrower shall be permitted
to replace any Lender (a) which requests reimbursement for amounts owing pursuant to
Sections 2.13 or 2.14 (for itself or its Participant) or for which amounts are otherwise
payable by the Borrower pursuant to Section 2.14, (b) which is affected in the manner
described in Section 2.12 and as a result thereof any of the actions described in said
Section is required to be taken, (c) which defaults in its obligation to make Loans
hereunder, with a replacement bank or other financial institution or (d) which is a
Declining Lender; provided that (i) such replacement does not conflict with any Requirement
of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such
replacement, (iii) the Borrower shall repay (or the replacement bank or institution shall
purchase, at par), without duplication, all Loans, participations in LC Disbursements and
other amounts owing to such replaced Lender on or prior to the date of replacement, (iv) the
Borrower shall be liable to such replaced Lender under Section 2.15 if any outstanding
Eurodollar Loan owing to such replaced Lender shall be prepaid (or purchased) other than on
the last day of the Interest Period relating thereto, (v) the replacement bank or
institution, if not already a Lender, shall be reasonably satisfactory to the Administrative
Agent, (vi) the replaced Lender shall be obligated to make such replacement in accordance
with the provisions of Section 9.6 (c) and (e) (provided that the Borrower or the
replacement bank or institution shall be obligated to pay the registration and processing
fee referred to therein), (vii) until such time as such replacement shall be consummated,
the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.13 or
2.14, as the case may be, and (viii) any such replacement shall not be deemed to be a waiver
of any rights which the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.

2.18.   Extension Option.  The Borrower may request that the Total Commitments be renewed for
additional one year periods by providing notice of such request to the Administrative Agent
no earlier than 45 days but no later than 30 days prior to November 6, 2006 or any
anniversary thereof (each, a "Noticed Anniversary Date").  If a Lender agrees, in its
individual and sole discretion, to renew its Commitment (an "Extending Lender"), it will


Page 23



notify the Administrative Agent, in writing, of its decision to do so no earlier than 30
days prior to the applicable Noticed Anniversary Date (but in any event no later than 20
days prior to such Noticed Anniversary Date).  The Administrative Agent will notify the
Borrower, in writing, of the Lenders' decisions no later than 15 days prior to such Noticed
Anniversary Date.  The Extending Lenders' Commitments will be renewed for an additional year
from the then existing Termination Date, provided that (i) more than 50% of the Total
Commitments is extended or otherwise committed to by Extending Lenders and any new Lenders
and (ii) all representations and warranties made by the Borrower in or pursuant to the Loan
Documents shall be true and correct in all material respects on and as of such date as if
made on and as of such date, except (A) any representations and warranties which are
explicitly stated as having been made as of a specific date, which representations and
warranties shall be true and correct in all material respects on and as of such date and (B)
the representations and warranties set forth in Sections 4.2 and 4.7 shall not be required
to be restated.  Any Lender that declines or does not respond to the Borrower's request for
commitment renewal (a "Declining Lender") will have its Commitment terminated on the earlier
of (i) the then existing Termination Date (without regard to any renewals by other Lenders)
(the "Existing Termination Date") and (ii) the date such Declining Lender is replaced in
accordance with Section 2.17.  The Borrower will have the right to accept commitments from
third party financial institutions acceptable to the Administrative Agent in an amount equal
to the amount of the Commitments of any Declining Lenders, provided that the Extending
Lenders will have the right to increase their Commitments up to the amount of the Declining
Lenders' Commitments before the Borrower will be permitted to substitute any other financial
institutions for the Declining Lenders.  The Borrower may only so extend the Termination
Date twice.

                                   SECTION 3.  LETTERS OF CREDIT

3.1.    General.  Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Lender and in all respects consistent
with the terms of this Agreement, at any time and from time to time during the period from
and including the Closing Date to the date which is 15 Business Days prior to the
Termination Date.  In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit application or
other agreement submitted by the Borrower to, or entered into by the Borrower with, the
Issuing Lender relating to any Letter of Credit, the terms and conditions of this Agreement
shall control.

3.2.    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding
Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic
communication, if arrangements for doing so have been approved by the Issuing Lender) to the
Issuing Lender and the Administrative Agent (three Business Days in advance of the requested
date of issuance, amendment, renewal or extension) a notice requesting the issuance of a
Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which shall be a
Business Day), the date on which such Letter of Credit is to expire (which shall comply with


Page 24


Section 3.3), the amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit.  If requested by the Issuing Lender, the Borrower also shall submit a
letter of credit application on the Issuing Lender's standard form (it being understood that
this Agreement shall govern in the event of any inconsistency between any such application
and this Agreement) in connection with any request for the issuance of a Letter of Credit.
A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $250,000,000 and (ii) the sum of the Total
Exposures shall not exceed the Total Commitments.

3.3.    Expiration Date.  No Letter of Credit shall expire later than the close of business
on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is one year following the Termination Date; provided that
(A) with respect to any Letter of Credit having an expiration date beyond the Termination
Date, the Borrower shall cash collateralize such Letter of Credit on the Termination Date in
an amount equal to the amount of such Letter of Credit and otherwise on terms satisfactory
to the Administrative Agent or the Borrower shall provide to the Issuing Lender a standby
letter of credit in an amount equal to the amount of such Letter of Credit and otherwise in
form and substance satisfactory to the Issuing Lender, (B) no Letter of Credit may terminate
after the Existing Termination Date if, after giving effect to such Letter of Credit, the
Total Commitments of the Extending Lenders (including any entity that becomes a Lender
pursuant to Section 2.17) for the period following the Existing Termination Date would be
less than the LC Exposure of the Letters of Credit expiring after the Existing Termination
Date and (C) the Letter of Credit participations of any Declining Lender provided for in
Section 3.4 shall terminate on the Existing Termination Date.

3.4.    Participations.  By the issuance, amendment, renewal or extension of a Letter of
Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby
grants to each Lender, and each Lender hereby acquires from the Issuing Lender, a
participation in such Letter of Credit equal to such Lender's Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Lender, such Lender's
Percentage of each LC Disbursement made by the Issuing Lender and not reimbursed by the
Borrower on the date due as provided in Section 3.5, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender acknowledges and agrees
that its obligation to acquire participations pursuant to this paragraph in respect of
Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including (i) any setoff, counterclaim, recoupment, defense or
other right that such Lender may have against the Issuing Lender, the Borrower or any other
Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an
Event of Default or the failure to satisfy any of the other conditions specified in Section
5, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, the
Issuing Lender, any Lender or any other Person, (iv) any breach of this Agreement or any


Page 25



other Loan Document by the Borrower or any other Lender or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.

3.5.    Reimbursement.  If the Issuing Lender shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than 4:00 P.M., New
York City time, on the date that such LC Disbursement is made, if the Borrower shall have
received notice of such LC Disbursement prior to 12:00 P.M., New York City time, on such
date, or, if such notice has not been received by the Borrower prior to such time on such
date, then not later than 4:00 P.M., New York City time, on the Business Day immediately
following the day that the Borrower receives such notice; provided that (a) if the
unreimbursed amount of such LC Disbursement is $5,000,000 or less or (b) if the unreimbursed
amount of all LC Disbursements made by the Issuing Lender on any given Business Day are, in
the aggregate, $5,000,000 or less, the Borrower may reimburse such unreimbursed amount or,
if the Borrower does not do so, the Administrative Agent may, in its discretion, finance
such unreimbursed amount on behalf of the Lenders with an ABR Loan in an equivalent amount
(and, if not promptly reimbursed by the Borrower, shall notify the Lenders of the making of
such ABR Loan).  If the unreimbursed amount of such LC Disbursement(s) is more than
$5,000,000 and the Borrower fails to reimburse such LC Disbursement(s) when due, or if the
unreimbursed amount of such LC Disbursement(s) is $5,000,000 or less and the Administrative
Agent has not funded an ABR Loan in accordance with the immediately preceding sentence, the
Administrative Agent shall notify each Lender of the unreimbursed amount of each applicable
LC Disbursement and such Lender's Percentage thereof.  Promptly following receipt of such
notice (or notice that the Administrative Agent has funded an ABR Loan in accordance with
the immediately preceding sentence), each Lender shall pay to the Administrative Agent its
Percentage of the unreimbursed amount of each such LC Disbursement (it being understood that
each Lender hereby agrees to pay such amount notwithstanding that any condition to the
making of a Loan hereunder may not be satisfied), in the same manner as provided in Section
2.2 with respect to Loans made by such Lender (and Section 2.11(b) shall apply, mutatis
mutandis, to the payment obligations of the Lenders to the Administrative Agent pursuant to
this Section 3.5), and the Administrative Agent shall promptly pay to the Issuing Lender the
amounts so received by it from the Lenders.  Any payment made by a Lender pursuant to this
paragraph to reimburse the Issuing Lender for any LC Disbursement (other than the funding of
ABR Loans as contemplated above) shall be treated as an ABR Loan that is immediately due and
payable in the principal amount of such LC Disbursement.  Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this paragraph, the
Administrative Agent shall distribute such payment to the Issuing Lender or, to the extent
that Lenders have made payments pursuant to this Section to reimburse the Issuing Lender,
then to such Lenders and the Issuing Lender as their interests may appear.

3.6.    Obligations Absolute.  The Borrower's obligation to reimburse LC Disbursements as
provided in Section 3.5 shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect,
(iii) payment by the Issuing Lender under a Letter of Credit against presentation of a draft
or other document that does not comply with the terms of such Letter of Credit, or (iv) any


Page 26



other event or circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable discharge of,
or provide a right of setoff against, the Borrower's obligations hereunder.  Neither the
Administrative Agent, the Lenders nor the Issuing Lender, nor any of their directors,
officers, employees, affiliates and agents, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay
in transmission or delivery of any draft, notice or other communication under or relating to
any Letter of Credit (including any document required to make a drawing thereunder), any
error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Lender; provided that the foregoing shall not be construed to excuse
the Issuing Lender from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused
by the Issuing Lender's gross negligence or willful misconduct in (i) making payment under
any Letter of Credit against presentation of a draft or other document that on its face does
not comply with the terms of such Letter of Credit, (ii) failing to make payment under any
Letter of Credit against presentation of any draft or other document that is in strict
compliance with the terms of such Letter of Credit or (iii) retaining drafts or other
documents presented under a Letter of Credit.  In furtherance of the foregoing and without
limiting the generality thereof, the parties agree that, with respect to documents presented
which appear on their face to be in substantial compliance with the terms of a Letter of
Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if
such documents are not in strict compliance with the terms of such Letter of Credit.

3.7.    Disbursement Procedures.  The Issuing Lender shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter
of Credit.  The Issuing Lender shall promptly notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether the
Issuing Lender has made or will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse the Issuing Lender and the Lenders with respect to any such LC
Disbursement.

3.8.    Interim Interest.  If the Issuing Lender shall make any LC Disbursement, then, unless
the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that the Borrower reimburses
such LC Disbursement by payment or by an ABR Loan, at the rate per annum then applicable to
ABR Loans; provided that, if the Borrower fails to reimburse such LC Disbursement within one
Business Day of the date when due pursuant to Section 3.5, then Section 2.8(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the Issuing Lender,
except that interest accrued on and after the date of payment by any Lender pursuant to
Section 3.5 to reimburse the Issuing Lender shall be for the account of such Lender to the
extent of such payment.




Page 27



3.9.    Replacement of the Issuing Lender.  The Issuing Lender may be replaced at any time
(i) by written agreement among the Borrower, the Administrative Agent, the replaced Issuing
Lender and the successor Issuing Lender or (ii) at the Borrower's election by written notice
to the Administrative Agent and the Issuing Lender to be replaced but only if the credit
rating of the Lender then serving as Issuing Lender is not, at the time of such election,
reasonably acceptable to the Borrower.  The Administrative Agent shall notify the Lenders of
any such replacement of the Issuing Lender.  At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Lender pursuant to Section 2.3(c).  From and after the effective date of any such
replacement, (i) the successor Issuing Lender shall have all the rights and obligations of
the Issuing Lender under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Lender" shall be deemed to refer
to such successor or to any previous Issuing Lender, or to such successor and all previous
Issuing Lenders, as the context shall require.  After the replacement of an Issuing Lender
hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to
have all the rights and obligations of an Issuing Lender under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be required to
issue additional Letters of Credit.

                             SECTION 4. REPRESENTATIONS AND WARRANTIES

               To induce the Administrative Agent and the Lenders to enter into this
Agreement and to make the Loans and issue or participate in the Letters of Credit, as the
case may be, the Borrower hereby represents and warrants to the Administrative Agent and
each Lender that:

4.1.    Financial Condition.  (i)  The consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at December 31, 2004 and the related consolidated statements of
income and of cash flows for the fiscal year ended on such date, reported on by
PricewaterhouseCoopers LLP, and (ii) the consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at September 30, 2005 and the related consolidated statements
of income and of cash flows for the nine-month period ended on such date, copies of which
have been included, respectively, in the Borrower's Annual Report on Form 10-K and Quarterly
Report on Form 10-Q for the fiscal year and nine-month period, respectively, ended as of
such dates, as filed with the Securities and Exchange Commission, present fairly in all
material respects the consolidated financial condition of the Borrower and its consolidated
Subsidiaries as at such dates, and the consolidated results of their operations and their
consolidated cash flows for the fiscal year and nine-month period, respectively, then
ended.  Such financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the period involved
(subject, in the case of unaudited interim financial statements, to normal year-end
adjustments).

4.2.    No Change.  From September 30, 2005, there has been no development or event which has
had a Material Adverse Effect.

4.3.    Corporate Existence.  The Borrower (a) is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and has the
corporate power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it is
currently engaged and (b) is in compliance with all Requirements of Law except to the extent
that the failure to comply therewith would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.



Page 28


4.4.    Corporate Power; No Legal Bar.  The execution, delivery, and performance by the
Borrower of this Agreement and any Note are within its corporate powers, have been duly
authorized by all necessary corporate action, and do not violate any provision of law or any
agreement, indenture, note, or other instrument binding upon or affecting it or its charter
or by-laws or give cause for acceleration of any of its Indebtedness, except to the extent
that such violation or acceleration would not, in the aggregate, reasonably be expected to
have a Material Adverse Effect.

4.5.    Authorization; Enforceability.  All authorizations, approvals, and other actions by,
and notices to and filings with all Governmental Authorities required for the due execution,
delivery and performance of this Agreement and any Note have been obtained or made and are
in full force and effect, except to the extent that the failure to obtain or make, or to
have in full force and effect, such authorizations, approvals, other actions, notices and
filings would not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.  Each of this Agreement and each Note executed in connection herewith is a legally
valid and binding obligation of the Borrower enforceable in accordance with its terms except
as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other
laws or equitable principles relating to or limiting creditors' rights generally.

4.6.    ERISA.  No "prohibited transaction" (as defined in Section 406 of ERISA or Section
4975 of the Code) or "accumulated funding deficiency" (as defined in Section 302 of ERISA)
or "reportable event" (herein defined as any of the events set forth in Section 4043(b) of
ERISA or the regulations thereunder) has occurred in the last five years with respect to any
Plan which would reasonably be expected to have a Material Adverse Effect with respect to
the consolidated financial condition of the Borrower and its consolidated Subsidiaries.  The
present value of all benefits vested under all Plans maintained by the Borrower or any
Commonly Controlled Entity (based on those assumptions used to fund the Plans) did not, as
of the last annual valuation date, exceed the value of the assets of the Plan allocable to
such vested benefits.

4.7.    No Material Litigation.  There are no legal or arbitral proceedings or any
proceedings by or before any governmental or regulatory authority or agency, now pending or,
to the knowledge of the Borrower, threatened against the Borrower or any Significant
Subsidiary of the Borrower which have not been disclosed in public filings with the
Securities and Exchange Commission (a) that would reasonably be expected to have a Material
Adverse Effect or (b) with respect to any of the Loan Documents.

4.8.    Taxes.  All United States Federal income tax returns of the Borrower and its
Significant Subsidiaries that file consolidated income tax returns with the Borrower have
been examined and closed through the fiscal year of the Borrower ended December 31, 1990.
The Borrower and such Significant Subsidiaries have filed all United States Federal income
tax returns and all other material tax returns which are required to be filed by them and
have paid all taxes due pursuant to such returns or pursuant to any assessment received by
the Borrower or any such Significant Subsidiary, except (a) any taxes that are being or
promptly will be contested in good faith by appropriate proceedings and for which the


Page 29


Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate
reserves in accordance with GAAP or (b) any taxes that are immaterial in amount.  The
charges, accruals and reserves on the books of the Borrower and such Significant
Subsidiaries in respect of any taxes and other governmental charges are, in the opinion of
the Borrower, adequate.

4.9.    Purpose of Loans.  The proceeds of the Loans shall be used by the Borrower for
general corporate and working capital purposes (including to refinance and repay its
commercial paper issuances).  Letters of Credit shall be issued for general corporate
purposes of the Borrower.  No part of the proceeds of any Loans, and no other extensions of
credit hereunder, will be used for "buying" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and from time to
time hereafter in effect.

4.10.   No Default.  Neither the Borrower nor any of its Significant Subsidiaries is in
default under or with respect to any of its Contractual Obligations in any respect that
would reasonably be expected to have a Material Adverse Effect and no Default or Event of
Default has occurred and is continuing.  The execution, delivery and performance of the Loan
Documents do not contravene any provision of the Indenture.

4.11.   Environmental Matters.  The Borrower and its Significant Subsidiaries do not have
liabilities under Environmental Laws or relating to Materials of Environmental Concern that
have not been disclosed in public filings with the Securities and Exchange Commission as of
the Closing Date that would reasonably be expected to have a Material Adverse Effect.

4.12.   Projections.  The projections contained in any document, certificate or statement
furnished as of the date hereof by or on behalf of the Borrower to the Administrative Agent
or the Lenders, or any of them, pursuant to this Agreement or any other Loan Document are
based, as of the date such document, certificate or statement was so furnished, upon good
faith estimates and assumptions believed by management of the Borrower to be reasonable at
the time made, it being recognized by the Lenders that such financial information as it
relates to future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the projected
results set forth therein by a material amount.

4.13.   Public Utility Holding Company Act.  The Borrower is a "holding company" under the
Public Utility Holding Company Act of 1935, as amended (the "PUHCA"), and is exempt from all
provisions of the PUHCA except for Section 9(a)(2) thereof.

                                SECTION 5.  CONDITIONS PRECEDENT

5.1.    Conditions of Effectiveness.  The effectiveness of this Agreement is subject to the
satisfaction of the following conditions precedent on or prior to December 31, 2005:

(a)     Execution of Agreement.  (i)  This Agreement shall have been executed and delivered
by a duly authorized officer of each of the Borrower and the Administrative Agent and (ii)


Page 30


the Administrative Agent shall have received an executed counterpart hereof (or a copy
thereof by facsimile transmission) from each Lender listed on Schedule 1.1.

(b)     Closing Certificate.  The Administrative Agent shall have received a certificate of
the Borrower, dated as of such effective date, substantially in the form of Exhibit C,
executed by any Responsible Officer and the Secretary or any Assistant Secretary of the
Borrower, and attaching the documents referred to in Sections 5.1(c) and (d).

(c)     Corporate Proceedings.  The Administrative Agent shall have received a copy of the
resolutions, in form and substance satisfactory to the Administrative Agent, of the Board of
Directors of the Borrower (or a duly authorized committee thereof) authorizing (i) the
execution, delivery and performance of this Agreement and the other Loan Documents and (ii)
the borrowings contemplated hereunder.

(d)     Corporate Documents.  The Administrative Agent shall have received a copy of the
articles of incorporation and by-laws of the Borrower.

(e)     Legal Opinions.  The Administrative Agent shall have received the following executed
legal opinions, with a copy for each Lender:

(i)     the executed legal opinion of Barbara E. Mathews, Vice President, Associate General
        Counsel, Chief Governance Officer and Corporate Secretary to the Borrower,
        substantially in the form of Exhibit D-1; and

(ii)    the executed legal opinion of Simpson Thacher & Bartlett LLP, special New York
        counsel to the Administrative Agent, substantially in the form of Exhibit D-2.

(f)     Approvals.  All governmental and third party approvals necessary in connection with
this Agreement and the other Loan Documents and the transactions contemplated hereby and
thereby shall have been obtained and be in full force and effect.

(g)     SCE Credit Agreement.  The SCE Credit Agreement shall have become effective in
accordance with its terms.

(h)     Fees and Expenses.  All fees and expenses required to be paid by the Borrower on or
prior to the Closing Date in connection with this Agreement shall have been paid.

5.2.    Conditions to Each Loan.  The agreement of each Lender to make any Loan requested to
be made by it on any date (including, without limitation, its initial Loan) and of the
Issuing Lender to issue, amend, renew or extend any Letter of Credit to be issued by it on
any date is subject to the satisfaction of the following conditions precedent:

(a)     Representations and Warranties.  Each of the representations and warranties made by
the Borrower in or pursuant to the Loan Documents shall be true and correct in all material
respects on and as of such date as if made on and as of such date, except (i) any
representations and warranties which are explicitly stated as having been made as of a
specific date, which representations and warranties shall be true and correct in all


Page 31



material respects on and as of such date and (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.

(b)     No Default.  No Default or Event of Default shall have occurred and be continuing on
such date or after giving effect to the Loans requested to be made, or the Letters of Credit
requested to be issued, amended, renewed or extended, on such date.

Each borrowing or request for a Letter of Credit (or extension thereof) by the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of the date
thereof that the conditions contained in this Section 5.2 have been satisfied.

                                     SECTION 6. COVENANTS

               The Borrower hereby agrees that, so long as the Commitments remain in effect,
any Letter of Credit remains outstanding or any amount is owing to any Lender or the
Administrative Agent hereunder or under any other Loan Document:

6.1.    Financial Statements; Certificates.  The Borrower shall furnish to the Administrative
Agent, who shall forward to each Lender:

(a)     as soon as practicable, but in any event within 120 days after the end of each fiscal
        year of the Borrower, a copy of the consolidated balance sheet of the Borrower and
        its consolidated Subsidiaries as at the end of such year and the related consolidated
        statements of income, retained earnings and cash flows for such year, setting forth
        in each case in comparative form the figures for the previous year, reported on
        without a qualification arising out of the scope of the audit, by
        PricewaterhouseCoopers LLP or other independent certified public accountants of
        nationally recognized standing;

(b)     as soon as practicable, but in any event not later than 90 days after the end of each
        of the first three quarterly periods of each fiscal year of the Borrower, the
        unaudited consolidated balance sheet of the Borrower and its consolidated
        Subsidiaries as at the end of such quarter and the related unaudited consolidated
        statements of income and retained earnings and of cash flows of the Borrower and its
        consolidated Subsidiaries for such quarter and the portion of the fiscal year through
        the end of such quarter, setting forth in each case in comparative form the figures
        for the previous year certified by a Responsible Officer as being fairly stated in
        all material respects (subject to normal year-end audit adjustments);

(c)     within fourteen days after the same are sent, copies of all financial statements and
        reports which the Borrower sends to its stockholders generally, and within three days
        after the same are filed, notice by electronic mail of the filing of any financial
        statements and reports which the Borrower may make to, or file with, the Securities
        and Exchange Commission or any successor or analogous Governmental Authority;

(d)     promptly, such additional financial and other information as the Administrative Agent
        or any Lender through the Administrative Agent may from time to time reasonably
        request; and




Page 32


(e)     concurrently with the delivery of any quarterly or annual financial statements
        pursuant to this Section 6.1, a certificate of a Responsible Officer (i) stating
        that, to the best of each such Responsible Officer's knowledge, the Borrower during
        such period has observed or performed all of its covenants and other agreements in
        this Agreement and the other Loan Documents to be observed or performed by it, and
        that such Responsible Officer has obtained no knowledge of any Default or Event of
        Default except as specified in such certificate and (ii) containing all information
        and calculations necessary for determining compliance by the Borrower with the
        provisions of Section 6.8 of this Agreement as of the last day of the fiscal quarter
        or fiscal year of the Borrower, as the case may be.

All such financial statements in (a) and (b) shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods (except as
approved by such accountants or officer, as the case may be, and disclosed therein).

6.2.    Compliance; Maintenance of Existence.  The Borrower will, and will cause each of its
Significant Subsidiaries to (a) comply with all Requirements of Law and material Contractual
Obligations except to the extent that failure to comply therewith would not materially and
adversely affect the ability of the Borrower to perform its obligations hereunder; and
(b)(i) preserve, renew and keep in full force and effect its organizational existence and
(ii) take all reasonable action to maintain all rights, privileges and franchises necessary
or desirable in the normal conduct of its business, except in the case of clauses (i) and
(ii) above, as permitted by Section 6.5 and except, in the case of clause (ii) above, to the
extent that failure to do so would not reasonably be expected to have a Material Adverse
Effect.

6.3.    Inspection of Property; Books and Records; Discussions.  The Borrower will, and will
cause each of its Significant Subsidiaries to (a) keep proper books of records and account
in which full, true and correct entries in conformity with GAAP and all Requirements of Law
shall be made of all dealings and transactions in relation to its business and activities
and (b) permit representatives of any Lender (not more frequently than once per year if no
Default or Event of Default exists) upon reasonable notice to the Borrower to visit and
inspect its properties and request and obtain copies of its financial records and to discuss
the business, operations, properties and financial and other condition of the Borrower and
its Significant Subsidiaries with officers of the Borrower and such Significant Subsidiaries
and with their independent certified public accountants.

6.4.    Notices.  The Borrower shall promptly give notice to the Administrative Agent, and
the Administrative Agent shall in turn give notice to each Lender, of:

(a)     the occurrence of any Default or Event of Default;

(b)     any downgrade in the senior unsecured debt ratings of the Borrower issued by S&P or
Moody's; and

               (c) any litigation or proceeding or, to the knowledge of the Borrower,
investigation that relates to any Loan Document.



Page 33



               Each notice pursuant to clause (a) shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein and stating
what action the Borrower proposes to take with respect thereto.

6.5.    Limitation on Fundamental Changes.  The Borrower will not enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or otherwise dispose
of, all or substantially all of its property, business or assets, except that:

(a)     the Borrower may be merged or consolidated with another Person so long as the
Borrower is the continuing or surviving corporation and after giving effect to such merger
or consolidation, no Default or Event of Default shall have occurred or be continuing; and

(b)     the Borrower may be merged or consolidated with, or sell all or substantially all of
its property, business and assets to, another Person so long as, if the Borrower is not the
continuing or surviving corporation, (i) the senior unsecured debt rating of the survivor or
purchaser shall be at least BBB- by S&P and at least Baa3 by Moody's, (ii) the survivor or
purchaser shall assume the Borrower's obligations hereunder in accordance with documentation
reasonably acceptable to the Administrative Agent and (iii) after giving effect to such
merger, consolidation or sale, no Default or Event of Default shall have occurred or be
continuing.

6.6.    Tax Allocation Agreement.  Other than pursuant to any Requirement of Law, the
Borrower shall maintain in effect the Tax Allocation Agreement and shall not agree to any
amendment, modification or waiver thereof that materially and adversely impairs the ability
of the Borrower to repay the Loans and other obligations under the Loan Documents.

6.7.    Disposition of Property.  The Borrower shall not, nor shall it permit any of its
Subsidiaries to, dispose of a substantial portion of its property, whether now owned or
hereafter acquired (except (i) dispositions of inventory in the ordinary course of business,
(ii) disposition of obsolete or worn out property in the ordinary course of business and
(iii) dispositions of assets having a value, in the aggregate for all such dispositions from
and after the Closing Date, not exceeding 25% of the aggregate book value of the assets of
the Borrower and its Subsidiaries on the Closing Date).

6.8.    Consolidated Capitalization Ratio.  The Borrower shall not permit the Consolidated
Capitalization Ratio on the last day of any fiscal quarter to exceed 0.65 to 1.0.

6.9.              Limitation on Liens.  The Borrower shall not permit SCE or any Significant
Subsidiary of  SCE to create, incur, assume or suffer to exist any Lien upon any of SCE's or
such Significant Subsidiary's property, assets or revenues, whether now owned or hereafter
acquired, except for Liens not prohibited by the SCE Indenture.

6.10.   Payment of Taxes.  The Borrower shall, and shall cause its Significant Subsidiaries
to, pay, discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all material taxes, assessments and governmental charges or
levies imposed upon any of them or their income or profits, except where (a) the amount or
validity thereof is currently being contested in good faith by appropriate actions or


Page 34



proceedings and (b) to the extent required by GAAP, reserves in conformity with GAAP with
respect thereto have been provided on the books of the Borrower.

6.11.   Ownership of SCE.  The Borrower shall at all times legally and beneficially own all
of the common stock of SCE.

6.12.   No Liens on Common Stock.  The Borrower shall not create, incur, assume or suffer to
exist any Lien on the common stock of SCE or Edison Mission Group Inc.

6.13.   Clauses Restricting SCE Distributions.  The Borrower shall not, and shall not permit
any if its Subsidiaries to, enter into or suffer to exist or become effective any
contractual restriction on the ability of SCE to pay dividends on, or make other
distributions or payments with respect to, the Capital Stock of SCE held by, the Borrower,
except for such restrictions (a) existing under or by reason of any restrictions existing on
the Closing Date or (b) that are a Requirement of Law.

                                        SECTION 7. EVENTS OF DEFAULT

               If any of the following events shall occur and be continuing:

(a)     The Borrower shall fail to pay any principal of any Loan or any reimbursement
        obligation in respect of any LC Disbursement when due in accordance with the terms
        hereof, or to pay any interest on any Loan, or any other amount payable hereunder,
        within 5 Business Days after any such amount becomes due in accordance with the terms
        hereof;

(b)     Any representation or warranty made to the Administrative Agent or any Lender in
        connection with the execution and delivery of this Agreement or any other Loan
        Document or the making of Loans hereunder proves to have been incorrect in any
        material respect when made;

(c)     The Borrower shall default in the performance of (i) any agreement contained in
        Section 6.5, 6.8 or 6.11 of this Agreement or (ii) any other term, covenant, or
        provision contained in this Agreement or any other Loan Document (other than as
        provided in paragraphs (a) and (b) of this Section) and, in the case of any default
        under this clause (ii), such default shall continue unremedied for 30 days after the
        Administrative Agent shall have given notice thereof to the Borrower;

(d)     The Borrower or SCE shall (a) apply for or consent to the appointment of, or the
        taking of possession by, a receiver, custodian, trustee, or liquidator of itself or
        of all or a substantial part of its property, (b) admit in writing its inability, or
        be generally unable, to pay its debts as such debts become due, (c) make a general
        assignment for the benefit of its creditors, (d) commence a voluntary case under the
        federal bankruptcy laws (as now or hereafter in effect), (e) file a petition seeking
        to take advantage of any other law relating to bankruptcy, insolvency,
        reorganization, winding-up, or composition or readjustment of debts, (f) fail to
        controvert in a timely and appropriate manner, or acquiesce in writing to, any
        petition filed against the Borrower or SCE in an involuntary case under such federal
        laws, or (g) take any corporate action for the purpose of affecting any of the
        foregoing;



Page 35



(e)     A case or other proceeding shall be commenced (including commencement of such case or
        proceeding by way of service of process on the Borrower or SCE), in any court of
        competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution or
        winding-up, or the composition or readjustment of debts of the Borrower or SCE, (b)
        the appointment of a trustee, receiver, custodian, liquidator, or the like of the
        Borrower or SCE or of all or any substantial part of the assets of the Borrower or
        SCE or (c) similar relief in respect of the Borrower or SCE under any law relating to
        bankruptcy, insolvency, reorganization, winding up, or composition or readjustment of
        debts, or a warrant of attachment, execution, or similar process shall be issued
        against a substantial part of the property of the Borrower or SCE and such case,
        proceeding, warrant, or process shall continue undismissed or unstayed and in effect
        for a period of 45 days, or an order, judgment, or decree approving or ordering any
        of the foregoing shall be entered in an involuntary case under such federal
        bankruptcy laws;

(f)     A trustee shall be appointed to administer any Plan under Section 4042 of ERISA, or
        the PBGC shall institute proceedings to terminate, or to have a trustee appointed to
        administer any Plan and such proceedings shall continue undismissed or unstayed and
        in effect for a period of 30 days, and any such event shall result in any liability
        which is material in relation to the consolidated financial condition of the Borrower
        and its consolidated Subsidiaries;

(g)     The Borrower or SCE shall (i) default in any payment of principal or interest on any
        Indebtedness in an aggregate amount in excess of $75,000,000 or in the payment of any
        guarantee thereof beyond the period of grace, if any, provided in the instrument or
        agreement under which such indebtedness or guarantee thereof was created; or (ii)
        default beyond any applicable grace period in the observance or performance of any
        other agreement or condition relating to any such Indebtedness or guarantee thereof
        or contained in any instrument or agreement evidencing, securing or relating thereto,
        or any other event shall occur or condition exist, the effect of which default or
        other event or condition is to cause, or to permit the holder or holders of such
        Indebtedness to cause, with the giving of notice if required, such Indebtedness to
        become due prior to its stated maturity; provided, however, that if such default
        shall be cured by the Borrower or SCE or waived by the holders of such Indebtedness
        and any acceleration of maturity having resulted from such default shall be rescinded
        or annulled, in each case in accordance with the terms of such agreement or
        instrument, without any modification of the terms of such Indebtedness requiring the
        Borrower or SCE to furnish additional or other security therefor reducing the average
        life to maturity thereof or increasing the principal amount thereof, or any agreement
        by the Borrower or SCE to furnish additional or other security therefor or to issue
        in lieu thereof Indebtedness secured by additional or other collateral or with a
        shorter average life to maturity or in a greater principal amount, then any default
        hereunder by reason thereof shall be deemed likewise to have been thereupon cured or
        waived unless payment of the Loans hereunder has been accelerated prior to such cure
        or waiver;



Page 36


(h)     There shall have been entered by a court of competent jurisdiction within the United
        States and shall not have been vacated, discharged or stayed within sixty (60) days
        from the entry thereof (or such longer period as may be provided by law) one or more
        final judgments or final decrees for payment of money against the Borrower or SCE
        involving in the aggregate a liability (to the extent not paid or covered by
        insurance) in excess of $75,000,000; or

(i)     A Change of Control shall occur;

then, and in any such event, (A) if such event is an Event of Default specified in paragraph
(d) or (e) of this Section with respect to the Borrower, automatically the Commitments shall
immediately terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all obligations
in respect of LC Exposure, whether or not such obligations are contingent or unmatured and
whether or not the beneficiaries of the then outstanding Letters of Credit shall have
presented the documents required thereunder) shall immediately become due and payable, and
(B) if such event is any other Event of Default, either or both of the following actions may
be taken:  (i) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall
immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative
Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Loan Documents (including all
obligations in respect of LC Exposure, whether or not such obligations are contingent or
unmatured and whether or not the beneficiaries of the then outstanding Letters of Credit
shall have presented the documents required thereunder) to be due and payable forthwith,
whereupon the same shall immediately become due and payable.  With respect to all Letters of
Credit with respect to which presentment for honor for the full amount thereof shall not
have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall
at such time deposit in a cash collateral account opened by the Administrative Agent an
amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit.
Amounts held in such cash collateral account shall be applied by the Administrative Agent to
the payment of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall
be applied to repay other obligations of the Borrower hereunder and under the other Loan
Documents.  After all such Letters of Credit shall have expired or been fully drawn upon,
all obligations in respect of the LC Exposure shall have been satisfied and all other
obligations of the Borrower hereunder and under the other Loan Documents shall have been
paid in full, the balance, if any, in such cash collateral account shall be returned to the
Borrower (or such other Person as may be lawfully entitled thereto).  Except as expressly
provided above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived.

                                  SECTION 8.  THE ADMINISTRATIVE AGENT

8.1.    Appointment.  Each Lender hereby designates and appoints the Administrative Agent as
the agent of such Lender under this Agreement and the other Loan Documents, and each such
Lender authorizes the Administrative Agent, in such capacity, to take such action on its


Page 37


behalf under the provisions of this Agreement and the other Loan Documents; and to exercise
such powers and perform such duties as are expressly delegated to the Administrative Agent
by the terms of this Agreement and the other Loan Documents, together with such other powers
as are reasonably incidental thereto.   Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise
exist against the Administrative Agent.

8.2.    Delegation of Duties.  The Administrative Agent may execute any of its duties under
this Agreement and the other Loan Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible to the Lenders for the negligence or
misconduct of any agents or attorneys in-fact selected by it with reasonable care.

8.3.    Exculpatory Provisions.  Neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates shall be (i) liable to any
Lender for any action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Loan Document (except for its or such Person's
own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by the Borrower or
any officer thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Agreement or any other Loan
Document or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document or for any failure of the Borrower
to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be
under any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this Agreement or any
other Loan Document, or to inspect the properties, books or records of the Borrower.

8.4.    Reliance by Administrative Agent.  The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower), independent
accountants and other experts selected by the Administrative Agent.  The Administrative
Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless
a written notice of assignment, negotiation or transfer thereof shall have been filed with
the Administrative Agent.  The Administrative Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems appropriate or
it shall first be indemnified to its satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take
any such action.  The Administrative Agent shall in all cases be fully protected in acting,


Page 38



or in refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all future holders
of the Loans.

8.5.    Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such notice is a
"notice of default".  In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders.  The Administrative Agent
shall take such action with respect to such Default or Event of Default as shall be
reasonably directed by the Required Lenders; provided that unless and until the
Administrative Agent shall have received such directions, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the best interests
of the Lenders.

8.6.    Non-Reliance on Administrative Agent and Other Lenders.  Each Lender expressly
acknowledges that neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates has made any representations or
warranties to it and that no act by the Administrative Agent hereafter taken, including any
review of the affairs of the Borrower, shall be deemed to constitute any representation or
warranty by the Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the Administrative
Agent or any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business, operations,
property, financial and other condition and creditworthiness of the Borrower and made its
own decision to make its Loans hereunder and enter into this Agreement.  Each Lender also
represents that it will, independently and without reliance upon the Administrative Agent or
any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business, operations,
property, financial and other condition and creditworthiness of the Borrower.  Except for
notices, reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower which may come into the possession of the Administrative
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

8.7.    Indemnification.  The Lenders agree to indemnify each Agent in its capacity as the
Administrative Agent or the Syndication Agent or a Documentation Agent, as the case may be
(to the extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so), ratably according to their respective Percentages in effect on the date


Page 39



on which indemnification is sought under this Section (or, if indemnification is sought
after the date upon which the Commitments shall have terminated, the Letters of Credit shall
have terminated or expired and the Loans shall have been paid in full, ratably in accordance
with such Percentages immediately prior to such date), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever that may at any time (whether before or
after the payment of the Loans or the termination or expiration of the Letters of Credit) be
imposed on, incurred by or asserted against such Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Loan Documents or any documents
contemplated by or referred to herein or therein or the transactions contemplated hereby or
thereby or any action taken or omitted by such Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or willful
misconduct.  The agreements in this Section shall survive the payment of the Loans and all
other amounts payable hereunder.

8.8.    Administrative Agent in Its Individual Capacity.  The Administrative Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any kind of
business with the Borrower as though the Administrative Agent were not the Administrative
Agent hereunder and under the other Loan Documents.  With respect to the Loans made by it,
the Administrative Agent shall have the same rights and powers under this Agreement and the
other Loan Documents as any Lender and may exercise the same as though it were not the
Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative
Agent in its individual capacity.

8.9.    Successor Administrative Agent.  Subject to the appointment and acceptance of a
successor Administrative Agent, the Administrative Agent may resign as Administrative Agent
at any time upon 15 days notice by notifying the Lenders and the Borrower.  If the
Administrative Agent shall resign as Administrative Agent under this Agreement and the other
Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, subject to approval by the Borrower, whereupon such successor agent
shall succeed to the rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as Administrative
Agent shall be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any holders of the
Loans.  In the event that no such successor Administrative Agent is so appointed by the
Required Lenders within 30 days of the Administrative Agent's notice of resignation, the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent (subject to the approval of the Borrower).  After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of this Section 8
shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

8.10.   The Syndication Agent and Documentation Agents.  Neither the Syndication Agent nor
the Documentation Agents (nor any of them individually) in their respective capacities as
such shall have any rights, duties or responsibilities hereunder, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist against the
Syndication Agent or either Documentation Agent in its capacity as such.



Page 40



                                     SECTION 9. MISCELLANEOUS

9.1.    Amendments and Waivers.  The Required Lenders may, or, with the written consent of
the Required Lenders, the Administrative Agent may, from time to time, enter into with the
Borrower written amendments, supplements, modifications or waivers hereto and to the other
Loan Documents; provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) (A) reduce the amount or extend the scheduled date of maturity of any
Loan or reimbursement obligation in respect of any LC Disbursement, (B) alter the pro rata
payment sharing requirements of the first sentence of Section 2.11(a), (C) reduce the stated
rate of any interest or fee payable hereunder or extend the scheduled date of any payment
thereof or (D) increase the amount or extend the termination date of any Lender's
Commitment, in each case without the consent of each Lender affected thereby, or (ii) amend,
modify or waive any provision of this Section or reduce the percentage specified in the
definition of Required Lenders, in each case without the written consent of all the Lenders
or (iii) amend, modify or waive any provision of Section 8 without the written consent of
the then Administrative Agent or any provision directly affecting the rights or duties of
the Issuing Lender without the written consent of the Issuing Lender.

9.2.    Notices.  All notices, requests and demands to or upon the respective parties hereto
to be effective shall be in writing (including by facsimile transmission), and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or made when
delivered, addressed as follows in the case of the Borrower and the Administrative Agent,
and as set forth in Schedule 1.1 in the case of the other parties hereto, or to such other
address as may be hereafter notified by the respective parties hereto:

        The Borrower:                      Edison International
                                           2244 Walnut Grove Avenue -Quad 2A-210
                                           Rosemead, California 91770
                                           Attention:  Manager of Cash Management
                                           Fax:  (626) 302-6823

        The Administrative Agent:          Loan and Agency Services Group
                                           1111 Fannin, Floor 10
                                           Houston, Texas  77002
                                           Attention:  Jaime Garcia
                                           Fax:  (713) 427-6307
                                           and
                                           Attention:  Tom Casey
                                           Fax:  (212) 270-3089

provided that any notice, request or demand to or upon the Administrative Agent or the
Lenders pursuant to Section 2.1, 2.2, 2.5, 2.6, 2.10 or 2.13 or Section 3 shall not be
effective until received.




Page 41




9.3.    No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising,
on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

9.4.    Survival.  (a)  The agreements contained in Sections 2.13, 2.14, 2.15, 8.7 and 9.5
shall survive the termination of this Agreement, the expiration or termination of the
Letters of Credit and the payment of the Loans and all other amounts payable hereunder.

(b)     All representations and warranties made hereunder, in the other Loan Documents and in
any document, certificate or statement delivered pursuant hereto or in connection herewith
or therewith shall survive the execution and delivery of this Agreement and the making of
the Loans hereunder.

9.5.    Payment of Expenses and Taxes.  The Borrower agrees (a) to pay or reimburse the
Administrative Agent for all its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any amendment, supplement
or modification to, this Agreement and the other Loan Documents including, without
limitation, the reasonable fees and expenses of one joint counsel to the Agents in
connection with this Agreement and the other Loan Documents, (b) to pay or reimburse each
Lender and the Administrative Agent for all its out-of-pocket costs and expenses incurred in
connection with the enforcement or preservation of any rights under this Agreement or the
other Loan Documents including, without limitation, the fees and disbursements of one joint
counsel to the Lenders and the Administrative Agent, provided that, notwithstanding the
foregoing, the Borrower agrees to pay or reimburse the fees and disbursements of separate
counsel to any Lender or the Administrative Agent to the extent of any conflict of interest
among the Lenders or between the Lenders and the Administrative Agent, (c) to pay,
indemnify, or reimburse each Lender and the Administrative Agent for, and hold each Lender
and the Administrative Agent harmless from, any and all recording and filing fees and any
and all liabilities with respect to, or resulting from any delay in paying, stamp, excise
and other taxes (other than any net income or franchise taxes), if any, which may be payable
or determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of, this
Agreement, the other Loan Documents and any such other documents and (d) to pay, indemnify,
and hold each Lender, the Issuing Lender and the Administrative Agent and their respective
directors, officers, employees, affiliates and agents (each, an "indemnified person")
harmless from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement, performance and
administration of this Agreement and the other Loan Documents and the use of proceeds of the
Loans or Letters of Credit (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided, that the Borrower shall have no obligation hereunder to
any indemnified person with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of such indemnified person, from the breach by such


Page 42


indemnified person of its Contractual Obligations to the Borrower or from negotiated
settlements of pending or threatened legal actions entered into by such indemnified person
without the Borrower's consent (unless such consent has been unreasonably withheld).

9.6.    Transfer Provisions.  (a)  Successors and Assigns.  This Agreement shall be binding
upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent and
their respective successors and assigns, except that the Borrower may not assign or transfer
any of its rights or obligations under this Agreement without the prior written consent of
each Lender.

(b)     Participations.  Any Lender may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time sell to one or more banks or
other entities ("Participants") participating interests in any Loan owing to such Lender,
any Commitment of such Lender or any other interest of such Lender hereunder and under the
other Loan Documents.  In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other parties to
this Agreement shall remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for all purposes
under this Agreement and the other Loan Documents, and the Borrower and the Administrative
Agent shall continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement and the other Loan Documents.  The
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13,
2.14 and 2.15 with respect to its participation in the Commitments and the Loans outstanding
from time to time as if such Participant were a Lender; provided that, in the case of
Section 2.14, such Participant shall have complied with the requirements of said Section,
and provided, further that such Participant shall have complied with the provisions of
Section 2.16, and provided, further, that no Participant shall be entitled to receive any
greater amount pursuant to any such Section than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.

(c)     Assignments.  Any Lender may, in the ordinary course of its commercial lending
business and in accordance with applicable law, at any time and from time to time, assign to
any Lender or any Affiliate or Approved Fund thereof or, with the consent of the Borrower,
the Administrative Agent and the Issuing Lender (which consent of the Borrower, the
Administrative Agent and the Issuing Lender shall not be unreasonably withheld or delayed
and which consent shall not be required from the Borrower during the continuation of an
Event of Default), to an additional bank or financial institution (an "Assignee") all or any
part of its rights and obligations under this Agreement and the other Loan Documents
pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E (an
"Assignment and Acceptance"), executed by such Assignee, such assigning Lender, and (to the
extent required by this paragraph) the Administrative Agent and the Issuing Lender (and, in
the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower)
and delivered to the Administrative Agent for its acceptance and recording in the Register,
provided that, in the case of any such assignment to an additional bank or financial
institution, (i) the sum  (without duplication) of the aggregate principal amount of the
Commitments and Exposure being assigned shall not be less than $5,000,000 (or such lesser


Page 43



amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) the sum
(without duplication) of the aggregate principal amount of the Commitments and Exposure
retained by the assigning Lender, if any, shall not be less than $5,000,000  (or such lesser
amount as may be agreed to by the Borrower and the Administrative Agent).  Upon such
execution, delivery, acceptance and recording, from and after the effective date determined
pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the rights and
obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the
assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such assigning Lender shall cease to be a party hereto),
but shall retain its rights pursuant to Sections 2.13, 2.14, 2.15 and 9.5 in respect of the
period prior to such effective date.

(d)     The Register.  The Administrative Agent, on behalf of the Borrower, shall maintain at
the address of the Administrative Agent referred to in Section 9.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the recordation of the
names and addresses of the Lenders and the Commitment of, and principal amounts of the Loans
and LC Exposure owing to, each Lender from time to time.  The entries in the Register shall
be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent
and the Lenders may (and, in the case of any Loan or other obligation hereunder not
evidenced by a Note, shall) treat each Person whose name is recorded in the Register as the
owner of a Loan or other obligation hereunder for all purposes of this Agreement and the
other Loan Documents, notwithstanding any notice to the contrary.  Any assignment of any
Loan or other obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the Register.  The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time and from time
to time upon reasonable prior notice.

(e)     Recordation.  Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an Assignee, the Administrative Agent and the Issuing Lender (and, in
the case of an Assignee that is not then a Lender or an Affiliate thereof, by the Borrower)
together with payment to the Administrative Agent of a registration and processing fee of
$3,500, the Administrative Agent shall (i) promptly accept such Assignment and Acceptance
and (ii) on the effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to the Lenders
and the Borrower.

(f)     Disclosure.  Subject to Section 9.14, the Borrower authorizes each Lender to disclose
to any Participant or Assignee (each, a "Transferee") and any prospective Transferee, any
and all financial information in such Lender's possession concerning the Borrower and its
Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant
to this Agreement or which has been delivered to such Lender by or on behalf of the Borrower
in connection with such Lender's credit evaluation of the Borrower and its Affiliates prior
to becoming a party to this Agreement.

(g)     Pledges.  For avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section concerning assignments of Loans and Notes relate only to absolute



Page 44



assignments and that such provisions do not prohibit assignments creating security
interests, including, without limitation, any pledge or assignment by a Lender of any Loan
or Note to any Federal Reserve Bank in accordance with applicable law.

9.7.    Adjustments; Set-Off.  (a)  Except to the extent that this Agreement expressly
provides for payments to be allocated to a particular Lender or Lenders, if any Lender (a
"benefited Lender") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or LC Exposure, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 7(d) or (e), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of such other
Lender's Loans, or interest thereon, or LC Exposure, such benefited Lender shall purchase
for cash from the other Lenders a participating interest in such portion of each such other
Lender's Loans and LC Exposure, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such benefited
Lender to share the excess payment or benefits of such collateral or proceeds ratably with
each of the Lenders; provided, however, that if all or any portion of such excess payment or
benefits is thereafter recovered from such benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such recovery, but
without interest.  Notwithstanding the foregoing, no Lender shall exercise any right of
set-off against the Borrower in connection with this Agreement without the consent of the
Required Lenders.

(b)     In addition to any rights and remedies of the Lenders provided by law, each Lender
shall have the right, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, upon any amount becoming
due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and all deposits
(general or special, time or demand, provisional or final), in any currency, and any other
credits, indebtedness or claims, in any currency, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing by such Lender or
any branch or agency thereof to or for the credit or the account of the Borrower.  Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after any such
setoff and application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such setoff and application.

9.8.    Counterparts.  This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by facsimile transmission), and
all of said counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.

9.9.    Severability.  Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



Page 45



9.10.   Integration.  This Agreement and the other Loan Documents represent the agreement of
the Borrower, the Administrative Agent and the Lenders with respect to the subject matter
hereof, and there are no promises, undertakings, representations or warranties by the
Administrative Agent or any Lender relative to subject matter hereof not expressly set forth
or referred to herein or in the other Loan Documents.

9.11.   GOVERNING LAW.  THIS AGREEMENT 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.

9.12.   WAIVERS OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

9.13.   Submission To Jurisdiction; Waivers.  The Borrower hereby irrevocably and
unconditionally:

(a)     submits for itself and its property in any legal action or proceeding relating to
        this Agreement and the other Loan Documents to which it is a party, or for
        recognition and enforcement of any judgment in respect thereof, to the non-exclusive
        general jurisdiction of the courts of the State of New York, the courts of the United
        States for the Southern District of New York, and appellate courts from any thereof;

(b)     consents that any such action or proceeding may be brought in such courts and waives
        any objection that it may now or hereafter have to the venue of any such action or
        proceeding in any such court or that such action or proceeding was brought in an
        inconvenient court and agrees not to plead or claim the same;

(c)     agrees that service of process in any such action or proceeding may be effected by
        mailing a copy thereof by registered or certified mail (or any substantially similar
        form of mail), postage prepaid, to the Borrower at its address set forth in Section
        9.2 or at such other address of which the Administrative Agent shall have been
        notified pursuant thereto;

(d)     agrees that nothing herein shall affect the right to effect service of process in any
        other manner permitted by law or shall limit the right to sue in any other
        jurisdiction; and

(e)     waives, to the maximum extent not prohibited by law, any right it may have to claim
        or recover in any legal action or proceeding referred to in this Section any special,
        exemplary, punitive or consequential damages.



Page 46




9.14.   Confidentiality.  Each of the Administrative Agent and the Lenders expressly agree,
for the benefit of the Borrower and its Subsidiaries, to maintain the confidentiality of the
Confidential Information (as defined below), except that Confidential Information may be
disclosed (a) to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Confidential Information and instructed to keep such Confidential Information confidential),
(b) to the extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies hereunder or
any suit, action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an express agreement for the benefit of the Borrower and its
Subsidiaries containing provisions substantially the same as those of this Section 9.14, to
any assignee of or participant in, or any prospective assignee of or participant in, any of
its rights or obligations under this Agreement, (g) with the prior express written consent
of the Borrower or its Subsidiaries, as applicable, or (h) to the extent such Confidential
Information (i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrower or its Subsidiaries.  For the
purposes of this Section 9.14, "Confidential Information" means all information, including
material nonpublic information within the meaning of Regulation FD promulgated by the SEC
("Regulation FD"), received from the Borrower or its Subsidiaries relating to such entities
or their respective businesses, other than any such information that is available to any
Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by such
entities; provided that, in the case of information received from the Borrower or its
Subsidiaries after the date hereof, such information is clearly identified at the time of
delivery as confidential.  Any Person required to maintain the confidentiality of
Confidential Information as provided in this Section 9.14 shall be considered to have
complied with its obligation to do so if such Person has exercised the same degree of care
to maintain the confidentiality of such Confidential Information as such Person would accord
to its own confidential information; provided, however, that with respect to disclosures
pursuant to clauses (b) and (c) of this Section, unless prohibited by law or applicable
court order, each Lender and the Administrative Agent shall attempt to notify the Borrower
and its Subsidiaries of any request by any governmental agency or representative thereof or
other Person for disclosure of Confidential Information after receipt of such request, and
if reasonable, practicable and permissible, before disclosure of such Confidential
Information.  It is understood and agreed that the Borrower, its Subsidiaries and their
respective Affiliates may rely upon this Section 9.14 for any purpose, including without
limitation to comply with Regulation FD.

9.15.   USA Patriot Act.  Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October
26, 2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow such Lender to identify the Borrower in accordance with
the Act.

Page 47



               IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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:  /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/ Judith Green
                                                 -------------------------------------
                                                 Name:  Judith Green
                                                 Title: Vice President

Page

                                            CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
                                            as Documentation Agent and as a Lender


                                            By:  /s/ Brian T. Caldwell
                                                 -------------------------------------
                                                 Name:  Brian T. Caldwell
                                                 Title: Director



                                            By:  /s/ Gregory S. Richards
                                                 -------------------------------------
                                                 Name:  Gregory S. Richards
                                                 Title: Associate

Page

                                            LEHMAN BROTHERS BANK, FSB,
                                            as Documentation Agent and as a Lender


                                            By:  /s/ Gary Taylor
                                                 -------------------------------------
                                                 Name:  Gary Taylor
                                                 Title: Sr. Vice President

Page

                                            WELLS FARGO BANK, N.A.,
                                            as Documentation Agent and as a Lender


                                            By:  /s/Ling Li
                                                 -------------------------------------
                                                 Name:  Ling Li
                                                 Title: Vice President

Page

5

                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            Union Bank of California, N.A., as a Lender


                                            By:  /s/ Dennis G. Blank
                                                 -------------------------------------
                                                 Name:  Dennis G. Blank
                                                 Title: Vice President



Page



                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            ABN AMRO BANK N.V.,
                                            as a Lender


                                            By:  /s/ James L. Moyes
                                                 --------------------------------------
                                                 Name:  James L. Moyes
                                                 Title: Managing Director



                                            By:  /s/  Todd D. Vaubel
                                                 --------------------------------------
                                                 Name:  Todd D. Vaubel
                                                 Title: Assistant Vice President


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,

                                            DEUTSCHE BANK AG NEW YORK BRANCH,
                                            as a Lender


                                            By:   /s/ Frederick Laird
                                                 --------------------------------------
                                                 Name:  Frederick Laird
                                                 Title: Managing Director


                                            By:   /s/ Ming Chu
                                                 -------------------------------------
                                                 Name:  Ming Chu
                                                 Title: Vice President

Page

                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            MERRILL LYNCH BANK USA, as a Lender



                                            By:  /s/ Louis Alder
                                                 -------------------------------------
                                                 Name:  Louis Alder
                                                 Title: Director


Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,



                                            The Royal Bank of Scotland plc, as a Lender



                                            By:   /s/ Emily Freedman
                                                 --------------------------------------
                                                 Name:  Emily Freedman
                                                 Title: Vice President


Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                            as a Lender


                                            By:   /s/ William Archer
                                                  -------------------------------------
                                                  Name: William Archer
                                                  Title:Managing Director

Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            The Bank of New York, as a Lender


                                            By:   /s/ Jesus Williams
                                                  -------------------------------------
                                                  Name:  Jesus Williams
                                                  Title: Vice President

Page

                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            UBS Loan Finance LLC, as a Lender


                                            By:   /s/ Irja R. Otsa
                                                 ---------------------------------------
                                                 Name:  Irja R. Otsa
                                                 Title: Associate Director, Banking
                                                        Products Services, US


                                           By:   /s/ Pamela Oh
                                                 ---------------------------------------
                                                 Name:  Pamela Oh
                                                 Title: Associate Director, Banking
                                                        Products Services, US


Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            MELLON BANK N.A., as a Lender


                                            By:   /s/ Mark W. Rogers
                                                 --------------------------------------
                                                 Name:  Mark W. Rogers
                                                 Title: Vice President



Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            UFJ Bank Limited, as a Lender


                                            By:   /s/ Toshiko Boyd
                                                 --------------------------------------
                                                 Name:  Toshiko Boyd
                                                 Title: Vice President

Page


                                            Signature page to the Amended and Restated Credit
                                            Agreement, dated as of December 15, 2005,


                                            CITY NATIONAL BANK, as a Lender


                                            By:   /s/ Ann Yasuda
                                                 --------------------------------------
                                                 Name:  Ann Yasuda
                                                 Title: Vice President



                                                                                         Schedule 1.1
                                 Edison International Lending Offices and Commitments

---------------------------------------- ------------------------------------- -----------------------
Lender                                   Lending Office                        Commitment
---------------------------------------- ------------------------------------- -----------------------
JPMorgan Chase Bank, N.A.                Loan and Agency Services Group                $99,074,074.00
                                         1111 Fannin, Floor 10
                                         Houston, Texas 77002
                                         Attention: Jaime Garcia
                                         Telephone: 713-750-2377
                                         Telecopy: 713 427-6307
---------------------------------------- ------------------------------------- -----------------------
Citicorp North America, Inc.             388 Greenwich St.                             $99,074,074.00
                                         21st Floor
                                         New York, NY 10013
                                         Attention: Nietzsche Rodricks
                                         Telephone: 212-816-8619
                                         Telecopy: 212-816-8098
---------------------------------------- ------------------------------------- -----------------------
Credit Suisse, Cayman Islands Branch     11 Madison Ave., 25th Floor                   $94,444,445.00
                                         New York, NY  10010
                                         Attention: Brian Caldwell
                                         Telephone: 212-325-0029
                                         Telecopy: 212-743-2042
---------------------------------------- ------------------------------------- -----------------------
Lehman Brothers Bank, FSB                745 7th Avenue                                $94,444,445.00
                                         7th Floor
                                         New York, NY 10019
                                         Attention: Janine Shugan
                                         Telephone: 212-526-8625
                                         Telecopy: 646-508-4654
---------------------------------------- ------------------------------------- -----------------------
Wells Fargo Bank, N.A.                   707 Wilshire Blvd.                            $94,444,445.00
                                         16th Floor
                                         MAC E2818-163
                                         Los Angeles, CA 90017
                                         Attention: Vanessa Sheh Meyer
                                         Telephone: 213-614-3494
                                         Telecopy: 213-614-5242
---------------------------------------- ------------------------------------- -----------------------
Union Bank of California, N.A.           445 South Figueroa Street                     $74,074,074.00
                                         15th Floor
                                         Los Angeles, CA 90071
                                         Attention: Robert Olson
                                         Telephone: 213-236-7407
                                         Telecopy: 213-236-4096
---------------------------------------- ------------------------------------- -----------------------
ABN AMRO Bank N.V.                       4400 Post Oak Parkway                         $57,407,407.00
                                         Suite 1500
                                         Houston, TX 77027
                                         Attention: John Reed
                                         Telephone: 832-681-7148
                                         Telecopy: 832-681-7141
---------------------------------------- ------------------------------------- -----------------------
Deutsche Bank AG New York Branch         60 Wall Street, 11th Floor                    $57,407,407.00
                                         New York, NY 10005
                                         Attention: Joel Makowsky
                                         Telephone: 212-250-7896
                                         Telecopy: 212-797-4346
---------------------------------------- ------------------------------------- -----------------------
Merrill Lynch Bank USA                   15 W. South Temple, Suite 300                 $57,407,407.00
                                         Salt Lake City, UT 84101
                                         Attention: Dave Millett
                                         Telephone: 801-526-8312
                                         Telecopy: 801-933-8641
---------------------------------------- ------------------------------------- -----------------------
The Royal Bank of Scotland plc           101 Park Avenue                               $57,407,407.00
                                         New York, NY 10178
                                         Attention: Emily Freedman
                                         Telephone: 212-401-3749
                                         Telecopy: 212-401-3456
---------------------------------------- ------------------------------------- -----------------------
Goldman Sachs Credit Partners L.P.       85 Broad Street                               $57,407,407.00
                                         New York, NY 10004
                                         Attention: Mark Walton
                                         Telephone: 212-357-6170
                                         Telecopy: 212-346-2608
---------------------------------------- ------------------------------------- -----------------------
The Bank of New York                     One Wall Street, 19th Floor                   $55,555,556.00
                                         New York, NY 10286
                                         Attention: Jesus Williams
                                         Telephone: 212-635-7609
                                         Telecopy: 212-685-7923
---------------------------------------- ------------------------------------- -----------------------
UBS Loan Finance LLC                     677 Washington Boulevard                      $57,407,407.00
                                         Stamford, CT 06901
                                         Attention: Anthony Finocchi
                                         Telephone: 203-719-3377
                                         Telecopy: 203-719-3888
---------------------------------------- ------------------------------------- -----------------------
Mellon Bank, N.A.                        One Mellon Center                             $24,074,074.00
                                         Room 151-4530
                                         Pittsburgh, PA 15258-0001
                                         Attention: Mark Rogers
                                         Telephone: 412-234-1888
                                         Telecopy:  412-236-1840
---------------------------------------- ------------------------------------- -----------------------
UFJ Bank Limited                         61 S. Figueroa Street                         $11,111,111.00
                                         Los Angeles, CA 90017
                                         Attention: Toshiko Boyd
                                         Telephone: 213-533-7407
                                         Telecopy: 213-533-7495
---------------------------------------- ------------------------------------- -----------------------
City National Bank                       400 North Roxbury Drive,                       $9,259,260.00
                                         Suite 100
                                         Beverly Hills, CA 90210
                                         Attention: Ann Yasuda
                                         Telephone: 310-888-6247
                                         Telecopy: 310-888-6152
---------------------------------------- ------------------------------------- -----------------------
                                                                       Total:       $1,000,000,000.00
---------------------------------------- ------------------------------------- -----------------------




Page

                                                                                     EXHIBIT A

                                         FORM OF NOTE

$________                                                                   New York, New York
                                                                             December 15, 2005

               FOR VALUE RECEIVED, the undersigned, Southern California Edison Company, a
California corporation (the "Borrower"), hereby unconditionally promises to pay on the
Termination Date (as defined in the Credit Agreement referred to below) (or such earlier
date on which the Loans (as defined in the Credit Agreement) become due and payable pursuant
to Section 7 of the Credit Agreement) to the order of __________ (the "Lender") at the
payment office of the Administrative Agent specified in Section 9.2 or the Credit Agreement
(or to such other address as may be notified pursuant to Section 9.2 of the Credit
Agreement), in lawful money of the United States of America and in immediately available
funds, the lesser of (a) __________ DOLLARS ($_____) and (b) the aggregate unpaid principal
amount of all Loans (as defined in the Credit Agreement) made by the Lender to the
undersigned pursuant to Section 2.1 of the Credit Agreement.  The undersigned further agrees
to pay interest in like money at such office on the unpaid principal amount hereof from time
to time outstanding at the rates per annum and on the dates specified in Section 2.8 of the
Credit Agreement, until paid in full (both before and after judgment to the extent permitted
by law).  Any payment of principal or interest made in respect of the Borrower's obligations
under the First Mortgage Bond (as defined in the Credit Agreement) of the Borrower issued
pursuant to the Indenture shall be deemed a payment of the corresponding principal or
interest obligations under this Note.  The holder of this Note is hereby authorized to
endorse the date, Type (as defined in the Credit Agreement) and amount of each Loan made or
converted by the Lender to the undersigned, the date and amount of each repayment of
principal thereof, and, in the case of Eurodollar Loans, the Interest Period (in each case,
as defined in the Credit Agreement) with respect thereto, on the schedules annexed hereto
and made a part hereof, or on a continuation thereof which shall be attached hereto and made
a part hereof, which endorsement shall constitute prima facie evidence of the accuracy of
the information so endorsed; provided, however, that failure by any holder to make any such
recordation on such schedules or continuation thereof shall not in any manner affect any of
the obligations of the undersigned to make payments of principal and interest in accordance
with the terms of this Note and the Credit Agreement.

               This Note (a) is one of the Notes referred to in the Amended and Restated
Credit Agreement dated as of December 15, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") among the undersigned, the Lender, the
other lenders parties thereto, JPMorgan Chase Bank, N.A, as Administrative Agent, Citicorp
North America, Inc., as Syndication Agent, and Credit Suisse First Boston, Lehman Commercial
Paper Inc. and Wells Fargo Bank, N.A., as Documentation Agents, (b) is entitled to the
benefits thereof and (c) is subject to optional prepayment in whole or in part as provided
therein.  Capitalized terms used herein which are defined in the Credit Agreement shall have
such defined meanings unless otherwise defined herein.



Page


               Upon the occurrence and during the continuance of any one or more of the
Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable as provided
therein.

               This Note shall be governed by and construed and interpreted in accordance
with the laws of the State of New York.

                                            SOUTHERN CALIFORNIA EDISON COMPANY



                                            By: __________________________________
                                                Name:
                                                Title:




Page


                                                                                 Schedule I to
                                                                                          Note


                                ABR LOANS AND CONVERSIONS AND
                                   REPAYMENTS OF PRINCIPAL


                       Amount of ABR    Amount of
                       Loans            Eurodollar                         Unpaid ABR
                       Converted into   Loans                              Loan
      Amount of ABR    Eurodollar       Converted into   Amount of         Principal
Date  Loans            Loans            ABR Loans        Principal Repaid  Balance      Notation Made By
----  -------------    --------------   --------------   ----------------  -----------  ----------------

____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________
____  _____________    ______________   ______________   ________________  ___________  ________________




Page


----------------------------------------------------------------------------------------------
                                                                                Schedule II to
                                                                                          Note


                               EURODOLLAR LOANS AND CONVERSIONS
                                 AND REPAYMENTS OF PRINCIPAL


                                   Amount of ABR    Amount of
                                   Loans            Eurodollar                    Unpaid
                                   Converted into   Loans          Amount of  Eurodollar Loan
      Amount of         Interest  Eurodollar       Converted      Principal    Principal
Date  Eurodollar Loans  Period    Loans           into ABR Loans     Repaid       Balance     Notation Made By
----  ----------------  --------  --------------  --------------  ---------  ---------------  ----------------
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________
____  ________________  ________  ______________  ______________  _________  _______________  ________________




Page

                                                                                     EXHIBIT B
----------------------------------------------------------------------------------------------

                                FORM OF EXEMPTION CERTIFICATE

               Reference is made to the Amended and Restated Credit Agreement, dated as of
December 15, 2005 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Southern California Edison Company (the "Borrower"), the Lenders
parties thereto, the Syndication Agent named therein, the Documentation Agents named therein
and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
"Administrative Agent").  Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.  ______________________ (the "Non-U.S. Lender") is providing this certificate
pursuant to Section 2.14(d) of the Credit Agreement.  The Non-U.S. Lender hereby represents
and warrants that:

               1.  The Non-U.S. Lender is the sole record and beneficial owner of the Loans
in respect of which it is providing this certificate.

               2.  The Non-U.S. Lender is not a "United States Person" as defined in Section
7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code").

               3.  The Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A)
of the Code.  In this regard, the Non-U.S. Lender further represents and warrants that:

               (a) the Non-U.S. Lender is not subject to regulatory or other legal
requirements as a bank in any jurisdiction; and

               (b) the Non-U.S. Lender has not been treated as a bank for purposes of any
tax, securities law or other filing or submission made to any Governmental Authority, any
application made to a rating agency or qualification for any exemption from tax, securities
law or other legal requirements.

               4.  The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within
the meaning of Section 881(c)(3)(B) or Section 871(h)(3) of the Code.

               5.  The Non-U.S. Lender is not a controlled foreign corporation receiving
interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

               IN WITNESS WHEREOF, the undersigned has duly executed this certificate.

                                             [NAME OF NON-U.S. LENDER]



                                            By: ________________________________
                                                   Name:
                                                   Title:
                                            Date: ______________________________


Page


                                                                                     EXHIBIT C

                                 BORROWER CLOSING CERTIFICATE


               This certificate is delivered pursuant to Section 5.1(b) of the Amended and
Restated Credit Agreement, dated as of December 15, 2005 (the "Credit Agreement"), among
Southern California Edison Company (the "Borrower"), each lender party thereto
(collectively, the "Lenders"), Citicorp North America, Inc., as Syndication Agent, and
Credit Suisse First Boston, Lehman Commercial Paper Inc. and Wells Fargo Bank, N.A., as
Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent for the
Lenders.  Capitalized terms used but not defined herein shall have the meanings ascribed to
them in the Credit Agreement.  The undersigned Assistant Treasurer of the Borrower (solely
in her capacity as such and not personally) hereby certifies as follows:

1.      Each of the representations and warranties made by the Borrower in Section 4 of the
Credit Agreement and Section 4 of the Bond Delivery Agreement is true and correct in all
material respects on and as of the date hereof with the same effect as if made on such date,
except that to the extent that any such representation or warranty is expressly stated as of
a specified earlier date or dates, such representation or warranty is true and correct in
all material respects as of such specified date or dates;

2.      The conditions precedent set forth in Section 5.1 of the Credit Agreement have been
satisfied;

3.      On the date hereof, no Default or Event of Default has occurred and is continuing
under the Credit Agreement;

4.      Bonita J. Smith is and at all times since May 20, 2004, has been a duly elected and
qualified Assistant Secretary of the Borrower and the signature set forth on the signature
line for such officer below is such officer's true and genuine signature; and the
undersigned Assistant Secretary of the Borrower (solely in her capacity as such and not
personally) hereby certifies as follows:

5.      Attached hereto as Exhibit I is a true and complete copy of resolutions duly adopted
by the Board of Directors of the Borrower on November 18, 2004 and August 11, 2005, and a
true and complete copy of the Certificate as to Actions Taken by Officer of the Borrower
regarding Creation and Issuance of New Series of First and Refunding Mortgage Bonds, adopted
on December 12, 2005, authorizing (i) the execution, delivery and performance of the Credit
Agreement and the other Loan Documents, (ii) the borrowings contemplated thereunder, and
(iii) the creation and issuance of the First Mortgage Bond; such resolution and action have
not in any way been amended, modified, revoked, or rescinded and have been in full force and
effect since their respective adoptions to and including the date hereof and are now in full
force and effect; and such resolution and action are the only corporate proceedings of the
Borrower now in force relating to or affecting the matters referred to therein;

6.      Attached hereto as Exhibit II-A is a true and complete copy of the Bylaws of the
Borrower as in effect at all times since October 20, 2005, to and including the date hereof;




Page


and attached hereto as Exhibit II-B is a true and complete copy of the Restated Articles of
Incorporation of the Borrower as in effect at all times since June 1, 1993, as corrected on
August 21, 1997, and as amended on January 12, 2005 and December 5, 2005, to and including
the date hereof;

7.      Attached hereto as Exhibit III are true and correct copies of any required orders of
the California Public Utilities Commission approving the Borrower's execution, delivery, and
performance of the Credit Agreement and the borrowings thereunder and the execution,
delivery, and performance of the other Loan Documents;

8.      Attached hereto as Exhibit IV-A is a document that completely and correctly
incorporates the provisions of the original Indenture dated as of October 1, 1923, omitting
specific property descriptions, as amended by the First, Third, Fourth, Fifth, Sixth,
Eighth, Twenty-Fourth, and Eighty-Eighth Supplemental Indentures, which are the only
supplemental indentures or other instruments that have amended the original Indenture, and
attached hereto as Exhibit IV-B is a complete and correct copy of the One Hundred and
Eleventh Supplemental Indenture, providing for the issuance of the First Mortgage Bond; and

9.      The following persons are now duly elected and qualified officers or managers of the
Borrower, holding the positions indicated next to their respective names below, and such
officers or managers have held such positions with the Borrower at all times since October
1, 2005, to and including the date hereof, and the signatures appearing opposite their
respective names below are the true and genuine signatures of such officers or managers, and
each of such officers or managers is duly authorized to execute and deliver on behalf of the
Borrower, any and all notes, notices, documents, statements and papers under and relating to
the Credit Agreement, and otherwise to act as an authorized signatory of the Borrower under
the Loan Documents and all other documents to be executed in connection therewith for all
purposes:

                            [Signatures appear on the next page.]



Page





Name                          Position                     Signature

Thomas M. Noonan              Senior Vice President and
                              Chief Financial Officer      __________________________

Robert C. Boada               Vice President and
                              Treasurer                    __________________________

Mary C. Simpson               Assistant Treasurer          __________________________

Timothy D. Bint               Manager of Cash Management   __________________________

Barbara E. Mathews            Vice President, Associate
                              General Counsel, Chief
                              Governance Officer and
                              Corporate Secretary          __________________________

Bonita J. Smith               Assistant Secretary          __________________________






Page

               IN WITNESS WHEREOF, the undersigned have hereunto set our names.

 (with respect to paragraphs 1                                   (with respect to paragraphs 5
 through 4 herein)                                                through 9 herein)

___________________________                                      ______________________________
Title:  Assistant Treasurer                                        Title:  Assistant Secretary

                                   Date: December __, 2005



Page


                                                                                   EXHIBIT D-1

                                           FORM OF
                  LEGAL OPINION OF ASSOCIATE GENERAL COUNSEL OF THE BORROWER

                                         [See Tab 6]



Page

                                                                                   EXHIBIT D-2

                                           FORM OF
                         LEGAL OPINION OF MUNGER, TOLLES & OLSON LLP

                                         [See Tab 7]

Page

                                                                                   EXHIBIT D-3

                                           FORM OF
                       LEGAL OPINION OF SIMPSON THACHER & BARTLETT LLP

                                         [See Tab 8]



Page
                                                                                     EXHIBIT E

                              FORM OF ASSIGNMENT AND ACCEPTANCE

               Reference is made to the Amended and Restated Credit Agreement, dated as of
December 15, 2005, as amended, supplemented or otherwise modified from time to time (the
"Credit Agreement"), among Southern California Edison Company (the "Borrower"), the Lenders
named therein, Citicorp North America, Inc., as Syndication Agent, and Credit Suisse First
Boston, Lehman Commercial Paper Inc. and Wells Fargo Bank, N.A., as Documentation Agents,
and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Credit Agreement.  This
Assignment and Acceptance, between the Assignor (as set forth on Schedule 1 hereto and made
a part hereof) and the Assignee (as set forth on Schedule 1 hereto and made a part hereof)
is dated as of the Effective Date (as set forth on Schedule 1 hereto and made a part hereof,
the "Effective Date").

               1.     The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes
from the Assignor without recourse to the Assignor, as of the Effective Date, the interest
described in Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Credit Agreement, in the principal amount as set forth on Schedule 1;
provided, however, it is expressly understood and agreed that (i) the Assignor is not
assigning to the Assignee and the Assignor shall retain (A) all of the Assignor's rights
under Section 2.13 of the Credit Agreement with respect to any cost, reduction or payment
incurred or made prior to the Effective Date, including, without limitation, the rights to
indemnification and to reimbursement for taxes, costs and expenses and (B) any and all
amounts paid to the Assignor prior to the Effective Date and (ii) both Assignor and Assignee
shall be entitled to the benefits of Section 9.5 of the Credit Agreement.

               2.     The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that it has not created
any adverse claim upon the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower, any of its
Subsidiaries or any other obligor or the performance or observance by the Borrower, any of
its Subsidiaries or any other obligor of any of their respective obligations under the
Credit Agreement or any other Loan Document or any other instrument or document furnished
pursuant hereto or thereto; and (iii) attaches any Note held by it evidencing the Assigned
Interest and requests that the Administrative Agent exchange such Note for a new Note
payable to the Assignor (if the Assignor has retained any interest under the Credit
Agreement) and a new Note payable to the Assignee in the respective amounts which reflect
the assignment being made hereby (and after giving effect to any other assignments which
have become effective on the Effective Date).



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               3.     The Assignee (i) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements delivered pursuant to
Section 6.1 thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and Acceptance;
(iii) agrees that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any other person which has become a Lender and based on such
documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement; (iv) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers under the Credit Agreement as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are incidental thereto; and (v) agrees
that it will be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section 2.14(d) of the
Credit Agreement to deliver the forms prescribed by the Internal Revenue Service of the
United States certifying as to the Assignee's exemption from United States withholding taxes
with respect to all payments to be made to the Assignee under the Credit Agreement, or such
other documents as are necessary to indicate that all such payments are exempt from such tax
under an applicable tax treaty.

               4.     Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to Section 9.6(e) of the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be
earlier than five Business Days after the date of acceptance and recording by the
Administrative Agent of the executed Assignment and Acceptance).

               5.     Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued prior to the Effective Date or accrue subsequent to the Effective
Date.  The Assignor and the Assignee shall make all appropriate adjustments in payments by
the Administrative Agent for periods prior to the Effective Date or with respect to the
making of this assignment directly between themselves.

               6.     From and after the Effective Date, (i) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the
rights and obligations of a Lender thereunder and under the other Loan Documents and shall
be bound by the provisions thereof and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its obligations
under the Credit Agreement.

               7.     This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.



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               IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed by their respective duly authorized officers on Schedule 1 hereto.



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                           Schedule 1 to Assignment and Acceptance
     with respect to the Amended and Restated Credit Agreement (the "Credit Agreement"),
           dated as of December 15, 2005, among Southern California Edison Company,
   the Lenders party thereto, the Syndication Agent the Documentation Agents party thereto,
                    and JPMorgan Chase Bank, N.A., as Administrative Agent


Name of Assignor:  _________________________

Name of Assignee:  _________________________

Effective Date of Assignment:  _____________


                               Commitment Percentage Assigned
                               (to at least fifteen decimal
                               places)
                               (shown as a percentage of
Principal                      aggregate principal amount of all        Commitment
Amount Assigned                Lenders)                                   Assumed
---------------                ---------------------------------        -------------

$______________                   _____.__________%                   $______________


[Name of Assignee], as Assignee                   [Name of Assignor], as Assignor

By:______________________________                 By:______________________________
     Name:                                             Name:
     Title:                                            Title:



Accepted for Recordation in the Register:         Consented To (if required by Section 9.6 of
                                                  the Credit Agreement):
JPMORGAN CHASE BANK, N.A.
as Administrative Agent                           JPMORGAN CHASE BANK, N.A.
                                                  as Administrative Agent

By:  _________________________________            By:  _______________________________
       Name:                                              Name:
       Title:                                             Title:


Consented To (if required by Section 9.6 the      Consented To (if required by Section 9.6 of
Credit Agreement):                                the Credit Agreement):

SOUTHERN CALIFORNIA EDISON COMPANY, as Borrower   [JPMORGAN CHASE BANK, N.A.]
                                                  as Issuing Lender

By:  _______________________________              By:  _______________________________
       Name:                                             Name:
       Title:                                            Title:




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                                                                                     EXHIBIT F

                               FORM OF BOND DELIVERY AGREEMENT

                                         [See Tab 4]



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                                                                                     EXHIBIT G
                                FORM OF NEW LENDER SUPPLEMENT

               Reference is made to the Amended and Restated Credit Agreement, dated as of
December 15, 2005, as amended, supplemented or otherwise modified from time to time (the
"Credit Agreement"), among Southern California Edison Company (the "Borrower"), the Lenders
named therein, Citicorp North America, Inc., as Syndication Agent, and Credit Suisse First
Boston, Lehman Commercial Paper Inc. and Wells Fargo Bank, N.A., as Documentation Agents,
and JPMorgan Chase Bank, N.A., as Administrative Agent.  Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.

               The New Lender identified on Schedule l hereto (the "New Lender"), the
Administrative Agent and the Borrower agree as follows:

1.      The New Lender hereby irrevocably makes a Commitment to the Borrower in the amount
set forth on Schedule 1 hereto (the "New Commitment") pursuant to Section 2.1(c) of the
Credit Agreement.  From and after the Effective Date (as defined below), the New Lender will
be a Lender under the Credit Agreement with respect to the New Commitment, which shall be a
Commitment under the Credit Agreement for all purposes.

2.      The Administrative Agent (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or with respect to the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Credit Agreement; and (b) makes no
representation or warranty and assumes no responsibility with respect to the financial
condition of the Borrower, any of its Subsidiaries or any other obligor or the performance
or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto.

3.      The New Lender (a) represents and warrants that it is legally authorized to enter
into this New Lender Supplement; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant
to Section 6.1 of the Credit Agreement  (or, if no such financial statements have been
delivered, copies of the financial statements described in Section 4.1 thereof) and such
other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this New Lender Supplement; (c) agrees that it will,
independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall deem appropriate at the time, continue
to make its own credit decisions in taking or not taking action under the Credit Agreement
or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender.



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4.      The effective date of this New Lender Supplement shall be the Effective Date of the
New Commitment described in Schedule 1 hereto (the "Effective Date").  Following the
execution of this New Lender Supplement by each of the New Lender and the Borrower, it will
be delivered to the Administrative Agent for acceptance and recording by it pursuant to the
Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise
agreed to by the Administrative Agent, be earlier than two Business Days after the date of
such acceptance and recording by the Administrative Agent).

5.      Upon such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments in respect of the New Commitment (including
payments of principal, interest, fees and other amounts) to the New Lender for amounts which
have accrued on and subsequent to the Effective Date.

6.      From and after the Effective Date, the New Lender shall be a party to the Credit
Agreement and, to the extent provided in this New Lender Supplement, have the rights and
obligations of a Lender thereunder and shall be bound by the provisions thereof.

7.      The New Lender's address for notices for the purposes of the Agreement is as follows:

                                       [______________]
                                       [______________]

8.      This New Lender Supplement shall be governed by and construed in accordance with the
laws of the State of New York.

               IN WITNESS WHEREOF, the parties hereto have caused this New Lender Supplement
to be executed as of the date first above written by their respective duly authorized
officers on Schedule 1 hereto.



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                                          Schedule 1
                                   to New Lender Supplement

Name of New Lender: ____________________________________________________________________

Effective Date of New Commitment: ______________________________________________________

Principal Amount of New Commitment:  $__________________________________________________


[NAME OF NEW LENDER], as New Lender               SOUTHERN CALIFORNIA EDISON COMPANY, as
                                                  Borrower


By: _______________________________               By: __________________________________
Name:                                             Name:
Title:                                            Title:


Accepted:



JPMORGAN CHASE BANK, N.A.,
as Administrative Agent



By: _______________________________
Name:
Title:




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                                                                                     EXHIBIT H
                            FORM OF COMMITMENT INCREASE SUPPLEMENT

               Reference is made to the Amended and Restated Credit Agreement, dated as of
December 15, 2005, as amended, supplemented or otherwise modified from time to time (the
"Credit Agreement"), among Southern California Edison Company (the "Borrower"), the Lenders
named therein, Citicorp North America, Inc., as Syndication Agent, and Credit Suisse First
Boston, Lehman Commercial Paper Inc. and Wells Fargo Bank, N.A., as Documentation Agents,
and JPMorgan Chase Bank, N.A., as Administrative Agent.  Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement.

               The Increasing Lender identified on Schedule l hereto (the "Increasing
Lender") and the Borrower agree as follows:

1.      The Increasing Lender hereby irrevocably increases its Commitment to the Borrower by
the amount set forth on Schedule 1 hereto (the "Increased Commitment") pursuant to Section
2.1(d) of the Credit Agreement.  From and after the Effective Date (as defined below), the
Increasing Lender will be a Lender under the Credit Agreement with respect to the Increased
Commitment as well as its existing Commitment under the Credit Agreement, which together
shall be its total Commitment under the Credit Agreement.

2.      The Increasing Lender (a) represents and warrants that it is legally authorized to
enter into this Commitment Increase Supplement; (b) confirms that it has received a copy of
the Credit Agreement, together with copies of the most recent financial statements delivered
pursuant to Section 6.1 of the Credit Agreement (or, if no such financial statements have
been delivered, copies of the financial statements delivered pursuant to Section 4.1
thereof) and such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Commitment Increase Supplement; (c)
agrees that it will, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action under the
Credit Agreement or any other instrument or document furnished pursuant hereto or thereto;
(d) appoints and authorizes the Administrative Agent to take such action as agent on its
behalf and to exercise such powers and discretion under the Credit Agreement or any other
instrument or document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are incidental
thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and
will perform in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender.

3.      The effective date of this Commitment Increase Supplement shall be the Effective Date
of the Increased Commitment described in Schedule 1 hereto (the "Effective Date").
Following the execution of this Commitment Increase Supplement by each of the Increasing
Lender and the Borrower, it will be delivered to the Administrative Agent for acceptance and
recording by it pursuant to the Credit Agreement, effective as of the Effective Date (which
shall not, unless otherwise agreed to by the Administrative Agent, be earlier than two
Business Days after the date of such acceptance and recording by the Administrative Agent).



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4.      Upon such acceptance and recording, from and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Increased Commitment
(including payments of principal, interest, fees and other amounts) to the Increasing Lender
for amounts which have accrued on and subsequent to the Effective Date.

5.      This Commitment Increase Supplement shall be governed by and construed in accordance
with the laws of the State of New York.

               IN WITNESS WHEREOF, the parties hereto have caused this Commitment Increase
Supplement to be executed as of the date first above written by their respective duly
authorized officers on Schedule 1 hereto.



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                                                                                    Schedule 1
                                                             to Commitment Increase Supplement

Name of Increasing Lender:  __________________________________________________________________

Effective Date of Increased Commitment:  _____________________________________________________

                   Principal                              Total Amount of Commitment
                   Amount of                                 of Increasing Lender
             Increased Commitment:                     (including Increased Commitment):
            $_____________________                          $_____________________



[NAME OF INCREASING LENDER],                     SOUTHERN CALIFORNIA EDISON COMPANY, as
as Increasing Lender                             Borrower

By: _____________________________                By:  _________________________________
Name:                                            Name:
Title:                                           Title:




Accepted:

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent



By:  ____________________________
Name:
Title: