0001004980-02-000033 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 1st, 2002 • Pg&e Corp • Electric & other services combined • New York

SECOND AMENDMENT, dated as of March 4, 2002 (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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