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”).
W I T N E S S E T H :
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain loans and
other extensions of credit to the Borrower;
WHEREAS, the Borrower has requested, and, upon this First Amendment becoming effective, the
Lenders have agreed, that certain provisions of the Credit Agreement be amended as set forth below;
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms . Unless otherwise defined herein, capitalized terms that are defined in
the Credit Agreement are used herein as therein defined.
SECTION 2. Amendments to Section 1.1 (Defined Terms) .
(a) The definition of “Applicable Margin” that appears in Section 1.1 of the Credit Agreement is
hereby amended (i) by replacing the reference to “level 3” in the last sentence therein with “level 4” and (ii)
amending and restating the grid that appears therein to read as