0000075488-05-000005 Sample Contracts

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FIRST AMENDMENT
First Amendment • May 4th, 2005 • Pacific Gas & Electric Co • Electric & other services combined • New York

FIRST AMENDMENT, dated as of April 8, 2005 (this “First Amendment”), to the Credit Agreement, dated as of December 10, 2004 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among PG&E CORPORATION, a California corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement (the “Lenders”), BNP PARIBAS (“BNP”) and DEUTSCHE BANK SECURITIES INC. (“Deutsche”), as joint lead arrangers and joint bookrunners (together and in such capacities, the “Arrangers”), Deutsche, as syndication agent (in such capacity, the “Syndication Agent”), ABN AMRO BANK N.V., GOLDMAN SACHS CREDIT PARTNERS L.P. and UNION BANK OF CALIFORNIA, N.A., as documentation agents (together and in such capacities, the “Documentation Agents”), and BNP, as administrative agent (in such capacity, together with any successors thereto, the “Administrative Agent”).

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