0000950109-02-001152 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 5th, 2002 • Pacific Gas & Electric Co • Electric & other services combined • New York

FIRST AMENDMENT, dated as of November 19, 2001 (this “Amendment”), to the Credit Agreement, dated as of March 1, 2001 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PG&E Corporation, a California corporation (the “Borrower”), the lenders party thereto (the “Lenders”), General Electric Capital Corporation, a New York corporation, as Co-Arranger (in such capacity, the “Co-Arranger”), Lehman Commercial Paper Inc., a New York corporation, as Administrative Agent (in such capacity, the “Administrative Agent”), and Lehman Brothers Inc., a Delaware corporation, as Lead Arranger and Book Manager (in such capacity, the “Lead Arranger”).

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