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Execution Version CREDIT AGREEMENT Among SOUTHERN Execution Version CREDIT AGREEMENT Among SOUTHERN CALIFORNIA EDISON COMPANY The Several Lenders from Time to Time Parties Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent UNION BANK, N.A., WELLS FARGO BANK, N.A., BARCLAYS BANK PLC, CITIBANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication Agents BANK OF CHINA, LOS ANGELES BRANCH, THE BANK OF NEW YORK MELLON, BNP PARIBAS, MORGAN STANLEY SENIOR FUNDING, INC., ROYAL BANK OF CANADA, SUNTRUST BANK, UBS LOAN FINANCE LLC and U.S. BANK, NATIONAL ASSOCIATION, as Documentation Agents Dated as of May 18, 2012 J.P. MORGAN SECURITIES LLC, UNION BANK, N.A., WELLS FARGO SECURITIES LLC, BARCLAYS BANK PLC, CITIGROUP GLOBAL MARKETS INC. and RBS SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners Table of Contents Page SECTION 1. DEFINITIONS 5 1.1. Defined Terms 5 1.2. Other Definitional Provisions 18 SECTION 2. AMOUNT AND TERMS OF THE CREDIT FACILITY 18 2.1. The Commitments; Increase in Total Commitments 18 2.2. Procedure for Borrowing 20 2.3. Fees 21 2.4. Repayment of Loans and Swingline Loans; Evidence of Debt. 21 2.5. Prepayments and Termination or Reduction of Commitments 22 2.6. Conversion and Continuation Options 23 2.7. Minimum Amounts and Maximum Number of Tranches 23 2.8. Interest Rates and Payment Dates 24 2.9. Computation of Interest and Fees 24 2.10. Inability to Determine Interest Rate 24 2.11. Pro Rata Treatment and Payments 25 2.12. Illegality 26 2.13. Additional Costs 26 2.14. Taxes 28 2.15. Indemnity 31 2.16. Change of Lending Office 31 2.17. Replacement of Lenders under Certain Circumstances. 31 2.18. Extension Option. 32 2.19. Swingline Commitment. 33 2.20. Procedure for Swingline Borrowing; Refunding of Swingline Loans. 34 2.21. Defaulting Lenders. 35 SECTION 3. LETTERS OF CREDIT 38 3.1. General 38 3.2. Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions 39 3.3. Expiration Date 39 3.4. Participations 40 3.5. Reimbursement 40 3.6. Obligations Absolute 41 3.7. Disbursement Procedures 42 3.8. Interim Interest 42 3.9. Replacement of the Issuing Lender 42 SECTION 4. REPRESENTATIONS AND WARRANTIES 43 4.1. Financial Condition 43 4.2. No Change 43 4.3. Corporate Existence 43 4.4. Corporate Power; No Legal Bar 43 ii 4.5. Authorization; Enforceability 43 4.6. ERISA. 44 4.7. No Material Litigation 44 4.8. Taxes 44 4.9. Purpose of Loans 44 4.10. No Default 44 4.11. Environmental Matters 45 SECTION 5. CONDITIONS PRECEDENT 45 5.1. Conditions of Effectiveness 45 5.2. Conditions to Each Extension of Credit 46 SECTION 6. COVENANTS 46 6.1. Financial Statements; Certificates 46 6.2. Compliance; Maintenance of Existence 48 6.3. Inspection of Property; Books and Records; Discussions 48 6.4. Notices 49 6.5. Limitation on Fundamental Changes 49 6.6. Consolidated Capitalization Ratio 50 6.7. Limitation on Liens 50 SECTION 7. EVENTS OF DEFAULT 50 SECTION 8. THE ADMINISTRATIVE AGENT 52 8.1. Appointment 53 8.2. Delegation of Duties 53 8.3. Exculpatory Provisions 53 8.4. Reliance by Administrative Agent 53 8.5. Notice of Default 54 8.6. Non-Reliance on Administrative Agent and Other Lenders 54 8.7. Indemnification 54 8.8. Administrative Agent in Its Individual Capacity 55 8.9. Successor Administrative Agent 55 8.10. The Co-Syndication and Documentation Agents 56 SECTION 9. MISCELLANEOUS 56 9.1. Amendments and Waivers 56 9.2. Notices 56 9.3. No Waiver; Cumulative Remedies 57 9.4. Survival 57 9.5. Payment of Expenses 58 9.6. Transfer Provisions. 58 9.7. Adjustments; Set-Off 61 9.8. Counterparts 62 9.9. Severability 62 9.10. Integration 62 9.11. GOVERNING LAW 62 iii 9.12. WAIVERS OF JURY TRIAL 62 9.13. Submission To Jurisdiction; Waivers 63 9.14. Confidentiality 63 9.15. USA Patriot Act 64 9.16. California Judicial Reference. 64 9.17. No Fiduciary Duty 64 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 Assumption F Form of New Lender Supplement G Form of Commitment Increase Supplement iv CREDIT AGREEMENT This CREDIT AGREEMENT, dated as of May 18, 2012 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the “Borrower”), the several banks and other financial institutions from time to time parties hereto (the “Lenders”), UNION BANK, N.A., WELLS FARGO BANK, N.A., BARCLAYS BANK PLC, CITIBANK, N.A. and THE ROYAL BANK OF SCOTLAND PLC, as Co-Syndication agents (in such capacity the “Co-Syndication Agents”), Bank of China, Los Angeles Branch, The Bank of New York Mellon, BNP Paribas, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, SunTrust Bank, UBS Loan Finance LLC and U.S. Bank, National Association 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 Co-Syndication Agents and the Documentation Agents, the “Agents”). W I T N E S S E T H: WHEREAS, the Borrower and certain lenders and agents are parties to the Amended and Restated Credit Agreement, dated as of February 23, 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “2007 Credit Agreement”) and the Credit Agreement, dated as of March 5, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “2010 Credit Agreement”, together with the 2007 Credit Agreement, the “Existing Credit Agreements”); and WHEREAS, the Borrower has requested that the Lenders make revolving commitments to the Borrower on the Closing Date in an aggregate principal amount of up to $2,750,000,000 in order to refinance the Existing Credit Agreements and for general corporate and working capital purposes of the Borrower and its Subsidiaries; NOW, THEREFORE, the Borrower, the Lenders and the Agents hereby agree 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 equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% and (c) the Eurodollar Rate that would be calculated as of such day (or if such day is not a Business Day, as of the first preceding Business Day) in respect of a proposed Eurodollar Loan with a one month Interest Period plus 1%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Federal Funds Effective Rate or such Eurodollar Rate, respectively. 5 “ABR Loans”: Loans and Swingline 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. “Alternate Rate”: with respect to any Swingline Loan, the interest rate to be borne by such Swingline Loan as agreed upon by the Borrower and the applicable Swingline Lender. “Alternate Rate Swingline Loan”: a Swingline Loan based on the Alternate Rate. “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 non credit-enhanced debt ratings (“Unsecured Debt Ratings”) and/or corporate issuer ratings (“Corporate Issuer Ratings”); each of the Unsecured Debt Ratings, on the one hand, and the Corporate Issuer Ratings, on the other, being a “Ratings Type”) of the Borrower issued by S&P and Moody’s, respectively: Level Rating Facility Fee Rate Applicable Margin for ABR Loans Applicable Margin for Eurodollar Letter of Credit Participation Fee S&P/Moody’s Loans Rate 1 A+/A1 or higher 0.075% 0% 0.800% 0.800% 2 A/A2 0.100% 0% 0.900% 0.900% 3 A-/A3 0.125% 0% 1.000% 1.000% 4 BBB+/Baa1 0.175% 0.075% 1.075% 1.075% 5 BBB/Baa2 0.225% 0.275% 1.275% 1.275% 6 Lower than 0.275% 0.475% 1.475% 1.475% BBB-/Baa3 The Applicable Margin will be based on the Borrower’s most current Unsecured Debt Ratings unless neither S&P nor Moody’s issues such ratings and, in the absence of such Unsecured Debt Ratings, will be based on the Corporate Issuer Ratings to the extent described below. Subject to the provisions of this paragraph regarding split ratings, 6 changes in the Applicable Margin shall become effective on the date on which S&P and/or Moody’s changes its relevant rating for the applicable Ratings Type. In the event of split ratings in a Ratings Type, the higher rating shall govern.
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