-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S3pxkRuTyVY+vwiIKIJgJBFLfycHf9oYtkBjz0zGiw1sMun+fDdnjbETtbNH/DBX YfeGewETVbnN3gmROA0zzQ== 0000827052-06-000110.txt : 20061024 0000827052-06-000110.hdr.sgml : 20061024 20061024131149 ACCESSION NUMBER: 0000827052-06-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061018 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061024 DATE AS OF CHANGE: 20061024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CALIFORNIA EDISON CO CENTRAL INDEX KEY: 0000092103 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 951240335 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02313 FILM NUMBER: 061159632 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 6263021212 MAIL ADDRESS: STREET 1: 2244 WALNUT GROVE AVE CITY: ROSEMEAD STATE: CA ZIP: 91770 8-K 1 amendcred.htm FIRST AMENDMENT TO CREDIT AGRMT. SCE 8-K on Amendment to Credit Agreement
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                                                 UNITED STATES
                                      SECURITIES AND EXCHANGE COMMISSION
                                            Washington, D.C. 20549


                                                   FORM 8-K


                                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                      Date of Report (Date of earliest event reported): October 18, 2006



                                      SOUTHERN CALIFORNIA EDISON COMPANY
                            (Exact name of registrant as specified in its charter)



             CALIFORNIA                    001-2313                        95-1240335
    (State or other jurisdiction          (Commission                   (I.R.S. Employer
          of incorporation)              File Number)                  Identification No.)


                                           2244 Walnut Grove Avenue
                                                (P.O. Box 800)
                                          Rosemead, California 91770
                         (Address of principal executive offices, including zip code)

                                                 626-302-1212
                             (Registrant's telephone number, including area code)

===============================================================================================================
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4(c))


Page



                               Section 1 - Registrant's Business and Operations

Item 1.01    Entry into a Material Definitive Agreement


        On October 18, 2006, Southern California Edison Company ("SCE") entered into a First Amendment to
Credit Agreement (the "Amendment") with JPMorgan Chase Bank, N.A., as Administrative Agent, Citicorp North
America, Inc., as Syndication Agent, and Credit Suisse First Boston, Lehman Commercial Paper Inc., and Wells
Fargo Bank, N.A., as Documentation Agents.  The Amendment deletes one section which is no longer applicable.

        The Amendment is filed as Exhibit 10.1 hereto and incorporated by reference herein.


                                 Section 9 - Financial Statements and Exhibits

Item 9.01.   Financial Statements and Exhibits

        (c)    Exhibits

        See the Exhibit Index below.





Page 1



                                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.


                                            SOUTHERN CALIFORNIA EDISON COMPANY
                                                     (Registrant)


                                            /s/ Linda G. Sullivan
                                            ----------------------------------
                                            Linda G. Sullivan
                                            Vice President and Controller


Date:  October 24, 2006


Page 2

                                                 EXHIBIT INDEX

- ------------------- ----------------------------------------------------------------------
Exhibit No.         Description
- ------------------- ----------------------------------------------------------------------

10.1                First Amendment to Credit Agreement among Southern California Edison
                    Company and JPMorgan Chase Bank, N.A., as Administrative Agent,
                    Citicorp North America, Inc., as Syndication Agent, and Credit
                    Suisse First Boston, Lehman Commercial Paper Inc., and Wells Fargo
                    Bank, N.A., as Documentation Agents, dated as of October 18, 2006.

- ------------------- ----------------------------------------------------------------------


EX-10.1 2 amendcredexh1006.htm FIRST AMENDMENT TO CREDIT AGRMT. First Amendment to Credit Agreement
                                      FIRST AMENDMENT TO CREDIT AGREEMENT

               This FIRST AMENDMENT, dated as of October 18, 2006 (this "Amendment"), under the Amended and
Restated Credit Agreement dated as of December 15, 2005 (such agreement, as amended or otherwise modified,
the "Credit Agreement"), among SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation (the "Borrower"),
the several banks and other financial institutions from time to time parties thereto (the "Lenders"),
CITICORP NORTH AMERICA, INC., as syndication agent, CREDIT SUISSE FIRST BOSTON, LEHMAN COMMERCIAL PAPER INC.
and WELLS FARGO BANK, N.A., as documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent
for the Lenders (in such capacity, the "Administrative Agent").

               WHEREAS, the parties hereto desire to amend the Credit Agreement; and

               WHEREAS, pursuant to Section 9.1 thereof, the Credit Agreement may be amended with the consent
of the Required Lenders.

               NOW, THEREFORE, the parties hereto hereby agree as follows:

               Section 1.    Defined Terms.  Unless otherwise specifically defined herein, each term used
herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit
Agreement.  Each reference to "hereof," "hereunder," "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement
shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

               Section 2.    Amendment.  Subject to the occurrence of the Effective Date (as hereinafter
defined), the Credit Agreement is hereby amended by deleting Section 4.12 in its entirety and substituting
therefor the phrase "4.12  [RESERVED]."

               Section 3.    Conditions to Effectiveness.  The provisions of Section 2 of this Amendment
shall become effective as of the date first above written (the "Effective Date"), subject to the receipt by
the Administrative Agent from each of the Borrower and the Required Lenders of a counterpart hereof signed by
such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that
such party has signed a counterpart hereof.

               Section 4.    Effect of Amendment.  The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as an amendment or a waiver of any right,
power or remedy of any Lender, the Administrative Agent, the Syndication Agent or the Documentation Agents
under any of the Loan Documents, nor, except as expressly provided herein, constitute an amendment or a
waiver of any other provision of any of the Loan Documents.

               Section 5.    Governing Law.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.


                                           [Signature pages follow]



Page 1



               IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the
date first above written.


                                            SOUTHERN CALIFORNIA EDISON COMPANY


                                            By:   /s/ Robert C. Boada
                                            ---------------------------------------------
                                               Name:  Robert C. Boada
                                               Title: Vice President and Treasurer


                                            JPMORGAN CHASE BANK, N.A.,
                                             as Administrative Agent, as Issuing Lender and as a Lender


                                            By:   /s/ Thomas L. Casey
                                            ---------------------------------------------
                                            Name:   Thomas L. Casey
                                            Title:  Vice President





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