AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTION COPY

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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, LEHMAN COMMERCIAL PAPER INC. and WELLS FARGO BANK, N.A.,

as Documentation Agents

Dated as of February 23, 2007

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J.P. MORGAN SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.,

as Lead Arrangers and Bookrunners

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Table of Contents

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.........................................18

2.11. Pro Rata Treatment and Payments..............................................18

2.12. Illegality...................................................................19

2.13. Additional Costs.............................................................19

2.14. Taxes........................................................................21

2.15. Indemnity....................................................................23

2.16. Change of Lending Office.....................................................23

2.17. Replacement of Lenders under Certain Circumstances...........................23

2.18. Extension Option.............................................................24

SECTION 3. LETTERS OF CREDIT................................................................24

3.1. General......................................................................24

3.2. Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions........25

3.3. Expiration Date..............................................................25

3.4. Participations...............................................................25

3.5. Reimbursement................................................................26

3.6. Obligations Absolute.........................................................27

3.7. Disbursement Procedures......................................................27

3.8. Interim Interest.............................................................28

3.9. Replacement of the Issuing Lender............................................28

SECTION 4. REPRESENTATIONS AND WARRANTIES...................................................28

4.1. Financial Condition..........................................................28

4.2. No Change....................................................................29

4.3. Corporate Existence..........................................................29

4.4. Corporate Power; No Legal Bar................................................29

4.5. Authorization; Enforceability................................................29

4.6. ERISA........................................................................29

4.7. No Material Litigation.......................................................30

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4.8. Taxes........................................................................30

4.9. Purpose of Loans.............................................................30

4.10. No Default...................................................................30

4.11. Environmental Matters........................................................30

SECTION 5. CONDITIONS PRECEDENT.............................................................30

5.1. Conditions of Effectiveness..................................................30

5.2. Conditions to Each Loan......................................................31

SECTION 6. COVENANTS........................................................................32

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..........................................................35

6.10. Payment of Taxes.............................................................35

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.........................................................38

8.1. Appointment..................................................................38

8.2. Delegation of Duties.........................................................38

8.3. Exculpatory Provisions.......................................................38

8.4. Reliance by Administrative Agent.............................................39

8.5. Notice of Default............................................................39

8.6. Non-Reliance on Administrative Agent and Other Lenders.......................39

8.7. Indemnification..............................................................40

8.8. Administrative Agent in Its Individual Capacity..............................40

8.9. Successor Administrative Agent...............................................40

8.10. The Syndication Agent and Documentation Agents...............................41

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

9.6. Transfer Provisions..........................................................43

9.7. Adjustments; Set-Off.........................................................45

9.8. Counterparts.................................................................46

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9.9. Severability.................................................................46

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..............................................................48

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 Associate 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 February 23, 2007 (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, 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 Amended

and Restated Credit Agreement, dated as of December 15, 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 $500,000,000 (the "Revolving Commitment

Increase") to $1,500,000,000, (ii) the Lenders increase the letter of credit commitments

under the Existing Credit Agreement by $750,000,000 (the "Letter of Credit Commitment

Increase") to $1,000,000,000 (iii) certain other amendments be made to the Existing Credit

Agreement and (iv) the Existing Credit Agreement be amended and restated in its entirety; and

WHEREAS, the Lenders are willing to make the Revolving Commitment Increase and

the Letter of Credit 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.

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

ABR.

"Act": as defined in Section 9.15.

"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 and P

and Moody's, respectively:

Level Rating Facility Applicable Applicable Letter of Utilization

Fee Rate Margin for Margin for Credit Fee

ABR Loans Eurodollar Participation

Loans Fee Rate

1 A+/A1 or higher 0.040% 0% 0.110% 0.110% 0.05%

2 A/A2 0.050% 0% 0.150% 0.150% 0.05%

3 A-/A3 0.060% 0% 0.190% 0.190% 0.05%

4 BBB+/Baa1 0.070% 0% 0.280% 0.280% 0.05%

5 BBB/Baa2 0.090% 0% 0.360% 0.360% 0.05%

6 BBB-/Baa3 0.125% 0% 0.475% 0.475% 0.05%

7 BB+/Ba1 0.175% 0% 0.700% 0.700% 0.05%

8 Lower than 0.200% 0% 0.800% 0.800% 0.05%

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 and 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

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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).

"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": February 23, 2007.

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

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"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).

"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 December 15, 2005.

"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.

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"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.

"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.

"ERISAV: 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.

Page 5

"Excess Utilization Day": each day on which the Commitment Utilization

Percentage exceeds 50%.

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

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

"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.

"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

Page 6

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 such Person, (iii) any junior

subordinated deferrable interest debentures or similar securities issued by the

Borrower or any of its Subsidiaries after December 15, 2005, (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

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(iii) 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;

(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.

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"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).

"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).

Page 9

"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.

"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).

"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,

Page 10

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.

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

"S and P": Standard and 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 $2,500,000,000 Amended and Restated 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 Trust Company, N.A. 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 February 23, 2012, unless extended pursuant to Section 2.18.

Page 11

"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

$1,500,000,000.

"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.

"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

Page 12

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

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 $5,000,000.

(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 $1,875,000,000 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

Page 13

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.

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.

Page 14

(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

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.

Page 15

(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,

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

Page 16

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.

(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

Page 17

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:

(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

Page 18

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

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

Page 19

(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

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;

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(ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for

such Eurodollar Loan and the den