Exhibit 10.1

  

   

    

  Execution Version 

  

  

  

  

  

  FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

   

  

  This FIRST AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT (this “Amendment”), dated as of December 16, 2019 (the “Effective Date”), is entered into by and among (a) the Debtors; (b) the TCC; (c) the
    Consenting Fire Claimant Professionals; and (d) the Shareholder Proponents (each as defined in the RSA referenced below).

  

  

  WHEREAS, the Debtors, the TCC, the Consenting Fire Claimant Professionals and the Shareholder Proponents are parties to that certain
    Restructuring Support Agreement, dated December 6, 2019 (together with all exhibits and attachments thereto, the “RSA”); and

  

  

  WHEREAS, the Parties desire to amend the RSA as set forth herein.

  

  

  NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, for good and valuable consideration, the
    receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

  

  

  1.          Definitions.  Capitalized terms used herein shall have the meanings given to them in the RSA unless otherwise defined herein.

  

  

  2.          Amendment to the RSA.  Section 3(a)(iii) of the RSA is hereby deleted in its entirety and
      replaced with the following:

  

  

  “iii.          [reserved].”

  

  

  3.          Amendment to Amended Plan Definition of “Aggregate Fire Victim Consideration.”  The Debtors and the Shareholder Proponents agree to amend the Amended Plan by deleting the definition
      of “Aggregate Fire Victim Consideration” in its entirety and replacing it with the following:

  

  

  1.6          Aggregate Fire Victim Consideration means the aggregate consideration used to fund the Fire Victim Trust of (a) $5.4  billion in cash to be contributed on the
      Effective Date, (b) $1.35 billion consisting of (i) $650 million to be paid in cash on or before January 15, 2021 pursuant to the Tax Benefits Payment Agreement, and (ii) $700 million to be paid in cash on or before January 15, 2022 pursuant to the
      Tax Benefits Payment Agreement; (c) $6.75 billion in New HoldCo Common Stock (issued at Fire Victim Equity Value), which shall not be less than 20.9% of the New HoldCo Common Stock based on the number of fully diluted shares of Reorganized HoldCo
      (calculated using the treasury stock method (using an Effective Date equity value equal to Fire Victim Equity Value)) that will be outstanding as of the Effective Date (assuming all equity offerings and all other equity transactions specified by the
      Plan, including without limitation, equity issuable upon the exercise of any rights or the conversion or exchange of or for any other securities, are consummated and settled on the Effective Date, but excluding any future equity issuance not
      specified by the Plan) assuming the Utility’s allowed return on equity as of the date of the Tort Claimants RSA and reasonable registration rights consistent with the recommendations of the Debtors’ equity underwriter and tax rules and regulations;
      (d) the assignment by the Debtors and Reorganized Debtors to the Fire Victim Trust of the Assigned Rights and Causes of Action; and (e) assignment of rights, other than the rights of the Debtors to be reimbursed under the 2015 Insurance Policies for
      claims submitted prior to the Petition Date, under the 2015 and 2016 Insurance Policies to resolve any claims related to Fires in those policy years. For the avoidance of doubt, the Aggregate Fire Victim Consideration shall not include any amounts
      for the Public Entities Settlement which shall be satisfied from other Plan financing sources but not from the Aggregate Fire Victim Consideration.

  

  

  

  

  
    
      


  

  

  

  4.          Reservation of Rights / No Waiver.  The Parties acknowledge and agree that except as expressly set forth herein, this Amendment shall not constitute a waiver by any Party of any
      rights or claims related to the RSA, and all Parties hereby reserve any and all rights not expressly amended or modified herein.

  

  

  

  

  5.          Effectiveness.  This Amendment shall be deemed effective on the date on which the Debtors,
      the Shareholder Proponents, and the Requisite Consenting Fire Claimant Professionals have duly executed and delivered counterparts of this Amendment.

  

  

  6.          Integration.  Each Party hereby: (a) acknowledges the terms of this Amendment; (b) agrees
      that this Amendment, together with the RSA, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect to such subject matter and
      (c) agrees that each reference to the RSA hereafter made in any document, agreement, instrument, filing, pleading, notice or communication shall mean and be a reference to the RSA as amended and modified by this Amendment.

  

  

  7.          Counterparts.  This Amendment may be executed in counterparts, each of which shall be deemed
      an original, but all of which shall constitute the same instrument.  Delivery of a copy of this Amendment bearing an original signature by electronic transmission shall have the same effect as physical delivery of the paper document bearing the
      original signature.

  

  

  [SIGNATURE PAGES FOLLOW]

  
    
      


  

  

  

  IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers,
    solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.

   

   

  	 	
          DEBTORS

        	 
	 	 	 	 
	 	
          PG&E CORPORATION

        	 
	 	 	 	 
	
           

        	
          By:

        	/s/ Janet C. Loduca	 
	 	 	
          Name:

        	
          Janet C. Loduca

        	 
	 	 	
          Title:

        	
          Senior Vice President,

            General Counsel

        	 
	 	 	 	 


   

  	 	
          PACIFIC GAS AND ELECTRIC COMPANY

        	 
	 	 	 	 
	
           

        	
          By:

        	/s/ Janet C. Loduca	 
	 	 	
          Name:

        	
          Janet C. Loduca

        	 
	 	 	
          Title:

        	
          Senior Vice President,

            General Counsel

        	 
	 	 	 	 


  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  [First Amendment to the Restructuring Support Agreement]

  

  
    
      


  

  

  

  

  

  

  

  	
          TCC

        	 	 
	 	 	 	 
	 	 	 	 
	
          By:

        	/s/ Cecily A. Dumas	 	 
	 	 	 	 
	
          Name:

        	
          Cecily A. Dumas

        	 	 
	 	 	 	 
	
          Firm:

        	
          Baker & Hostetler LLP

        	 	 
	 	
          Attorneys for TCC

        	 	 


   

  
    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [First Amendment to the Restructuring Support Agreement]

  

  
    
      


  

  

  

  

  

  	
          CONSENTING FIRE CLAIMANT PROFESSIONAL

        	 
	 	 	 	 
	 	 	 	 
	
          By:

        	/s/ Brendan M. Kunkle	 	 
	 	 	 	 
	
          Name:

        	Brendan M. Kunkle

        	 	 
	 	 	 	 
	
          Firm:

        	Abbey, Weitzenberg, Warren & Emery

        	 	 
	 	
           Attorneys for Holders of Fire Victim Claims

        	 	 


   

   

  

   

  

   

  

   

  

   

  

   

  

   

  

   

  

  

  

   

  

  
    
      


  

  

  

  

  

  
    

    

    	
            CONSENTING FIRE CLAIMANT 

            PROFESSIONAL

          	 
	 	 	 	 
	 	 	 	 
	
            By:

          	/s/ E. Elliot Adler	 	 
	 	 	 	 
	
            Name:

          	E. Elliot Adler

          	 	 
	 	 	 	 
	
            Firm:

          	Adler Law Group, APLC

          	 	 
	 	
            Attorneys for Holders of Fire Victim Claims

            

          	 	 


     

     

  

  

  

  

  

  

  

  

  

  

  

  [First Amendment to the Restructuring Support Agreement]

  
    
      


  

  
    

    

    
      

      

      	
              CONSENTING FIRE CLAIMANT 

              PROFESSIONAL

            	 
	 	 	 	 
	 	 	 	 
	
              By:

            	/s/ Mary E. Alexander

            	 	 
	 	 	 	 
	
              Name:

            	Mary E. Alexander	 	 
	 	 	 	 
	
              Firm:

            	Mary Alexander & Associates

            	 	 
	 	
              Attorneys for Holders of Fire Victim Claims

              

            	 	 


       

       
        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        

        [First Amendment to the Restructuring Support Agreement]

        

        

        
          
            


        

        
          

          

          	
                  CONSENTING FIRE CLAIMANT 

                  PROFESSIONAL

                	 
	 	 	 	 
	 	 	 	 
	
                  By:

                	/s/ Nelson C. Barry III	 	 
	 	 	 	 
	
                  Name:

                	Nelson C. Barry III

                	 	 
	 	 	 	 
	
                  Firm:

                	Law Office of Nelson C. Barry III

                	 	 
	 	Attorneys for Holders of Fire Victim Claims

                	 	 


           

           

          

           

          

           

          

           

          

           

          

           

          

           

          

           [First Amendment to the Restructuring Support Agreement]

          
            
              


          

           
            

            

            
              

              

              	
                      CONSENTING FIRE CLAIMANT 

                      PROFESSIONAL

                    	 
	 	 	 	 
	 	 	 	 
	
                      By:

                    	/s/ James P. Frantz	 	 
	 	 	 	 
	
                      Name:

                    	James P. Frantz

                    	 	 
	 	 	 	 
	
                      Firm:

                    	Frantz Law Group APLC

                    	 	 
	 	
                      Attorneys for Holders of Fire Victim Claims

                      

                    	 	 


                

                

                

                
                  

                  

                  	
                          By:

                        	/s/ Richard K. Bridgford	 	 
	 	 	 	 
	
                          Name:

                        	Richard K. Bridgford, Esq.

                        	 	 
	 	 	 	 
	
                          Firm:

                        	Bridgford, Gleason & Artinian

                        	 	 
	 	
                          Attorneys for Holders of Fire Victim Claims

                          

                        	 	 


                    

                  

                   

                  

                  
                    

                    

                    	
                            By:

                          	/s/ Patrick McNicholas

                          	 	 
	 	 	 	 
	
                            Name:

                          	Patrick McNicholas, Esq.	 	 
	 	 	 	 
	
                            Firm:

                          	McNicholas & McNicholas

                          	 	 
	 	
                            Attorneys for Holders of Fire Victim Claims

                            

                          	 	 


                     

                     

                  

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                

                [First Amendment to the Restructuring Support Agreement]

                
                  
                    


                

                
                  

                  

                  

                  

                  
                    

                    

                      

                    
                      	
                              CONSENTING FIRE CLAIMANT 

                              PROFESSIONAL

                            	 
	 	 	 	 
	 	 	 	 
	
                              By:

                            	/s/ Steven M. Campora	 	 
	 	 	 	 
	
                              Name:

                            	Steven M. Campora

                            	 	 
	 	 	 	 
	
                              Firm:

                            	Dreyer, Babich, Buccola, Wood, Campora LLP

                            	 	 
	 	
                              Attorneys for Holders of Fire Victim Claims

                            	 	 


                       

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                       

                      

                      [First Amendment to the Restructuring Support Agreement] 

                      
                        
                          


                      

                       
                        
                          

                          

                          
                            

                            

                            	
                                    CONSENTING FIRE CLAIMANT 

                                    PROFESSIONAL

                                  	 
	 	 	 	 
	 	 	 	 
	
                                    By:

                                  	/s/ Dario de Ghetaldi	 	 
	 	 	 	 
	
                                    Name:

                                  	Dario de Ghetaldi

                                  	 	 
	 	 	 	 
	
                                    Firm:

                                  	Corey, Luzaich, de Ghetaldi & Riddle LLP

                                  	 	 
	 	
                                    Attorneys for Holders of Fire Victim Claims

                                    

                                  	 	 


                              

                              

                              

                              
                                

                                

                                	
                                        By:

                                      	/s/ Michael S. Danko	 	 
	 	 	 	 
	
                                        Name:

                                      	Michael S. Danko

                                      	 	 
	 	 	 	 
	
                                        Firm:

                                      	Danko Meredith, Trial Lawyers

                                      	 	 
	 	
                                        Attorneys for Holders of Fire Victim Claims

                                        

                                      	 	 


                                  

                                

                                 

                                

                                
                                  

                                  

                                  	
                                          By:

                                        	/s/ Eric Gibbs	 	 
	 	 	 	 
	
                                          Name:

                                        	Eric Gibbs

                                        	 	 
	 	 	 	 
	
                                          Firm:

                                        	Gibbs Law Group LLP

                                        	 	 
	 	
                                          Attorneys for Holders of Fire Victim Claims

                                          

                                        	 	 


                                   

                                   

                                

                              

                              

                              

                            

                          

                        

                        

                        

                        

                        

                        

                        

                        

                        

                        

                        

                        [First Amendment to the Restructuring Support Agreement]

                        

                        

                        
                          
                            


                        

                        
                          

                          

                          	
                                  CONSENTING FIRE CLAIMANT 

                                  PROFESSIONAL

                                	 
	 	 	 	 
	 	 	 	 
	
                                  By:

                                	/s/ Dave Fox

                                	 	 
	 	 	 	 
	
                                  Name:

                                	Dave Fox

                                	 	 
	 	 	 	 
	
                                  Firm:

                                	Fox Law, APC

                                	 	 
	 	
                                  Attorneys for Holders of Fire Victim Claims

                                  

                                	 	 


                           

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  [First Amendment to the Restructuring Support Agreement]

  
    
      


  

  
    

    

    
      

      

      	
              CONSENTING FIRE CLAIMANT 

              PROFESSIONAL

            	 
	 	 	 	 
	 	 	 	 
	
              By:

            	/s/ Frank M. Pitre	 	 
	 	 	 	 
	
              Name:

            	Frank M. Pitre

            	 	 
	 	 	 	 
	
              Firm:

            	Cotchett, Pitre & McCarthy

            	 	 
	 	
              Attorneys for Holders of Fire Victim Claims

            	 	 


       

       

       

      

      
        

        

        

        

        

        

        

        

        

        

         

        

        [First Amendment to the Restructuring Support Agreement]

        
          
            


        

        
          

          

          	
                  CONSENTING FIRE CLAIMANT 

                  PROFESSIONAL

                	 
	 	 	 	 
	 	 	 	 
	
                  By:

                	/s/ Donald Dowling	 	 
	 	 	 	 
	
                  Name:

                	Donald Dowling

                	 	 
	 	 	 	 
	
                  Firm:

                	Ross, Hackett, Dowling, Valencia & Walti

                	 	 
	 	
                  Attorneys for Holders of Fire Victim Claims

                	 	 


           

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          

          [First Amendment to the Restructuring Support Agreement]

          
            
              


          

           

          

          
            

              

          

          
            

            

            
              

              

              	
                      CONSENTING FIRE CLAIMANT 

                      PROFESSIONAL

                    	 
	 	 	 	 
	 	 	 	 
	
                      By:

                    	/s/ Gerald Singleton	 	 
	 	 	 	 
	
                      Name:

                    	Gerald Singleton

                    	 	 
	 	 	 	 
	
                      Firm:

                    	Singleton Law Firm, APC

                    	 	 
	 	
                      Attorneys for Holders of Fire Victim Claims

                    	 	 


               

               

               

              

               

              

               

              

               

              

               

              

               

              

               

              

               [First Amendment to the Restructuring Support Agreement]

              
                
                  


              

              
                
                  

                  

                  	
                          CONSENTING FIRE CLAIMANT 

                          PROFESSIONAL

                        	 
	 	 	 	 
	 	 	 	 
	
                          By:

                        	/s/ Steven J. Skikos	 	 
	 	 	 	 
	
                          Name:

                        	Steven J. Skikos

                        	 	 
	 	 	 	 
	
                          Firm:

                        	Skikos, Crawford, Skikos & Joseph

                        	 	 
	 	
                          Attorneys for Holders of Fire Victim Claims

                        	 	 


                   

                   

                   

                  

                  
                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    

                    [First Amendment to the Restructuring Support Agreement]

                    
                      
                        


                    

                    
                      

                      

                      	
                              CONSENTING FIRE CLAIMANT 

                              PROFESSIONAL

                            	 
	 	 	 	 
	 	 	 	 
	
                              By:

                            	/s/ Tom Tosdal	 	 
	 	 	 	 
	
                              Name:

                            	Tom Tosdal

                            	 	 
	 	 	 	 
	
                              Firm:

                            	Tosdal Law Firm

                            	 	 
	 	
                              Attorneys for Holders of Fire Victim Claims

                            	 	 


                       

                       

                       

                      

                      
                        

                        

                        
                          

                          

                          

                          

                          

                          

                          

                          

                          

                          

                          

                          

                          [First Amendment to the Restructuring Support Agreement]

                          
                            
                              


                          

                          

                          

                          	
                                  CONSENTING FIRE CLAIMANT 

                                  PROFESSIONAL

                                	 
	 	 	 	 
	 	 	 	 
	
                                  By:

                                	/s/ Khaldoun A. Baghdadi	 	 
	 	 	 	 
	
                                  Name:

                                	Khaldoun A. Baghdadi, Esq.

                                	 	 
	 	 	 	 
	
                                  Firm:

                                	Walkup, Melodia, Kelly & Schoenberger

                                	 	 
	 	
                                  Attorneys for Holders of Fire Victim Claims

                                	 	 


                           

                           

                           

                          

                          
                            

                            

                            

                            

                            

                            

                            

                            

                            

                            

                            

                            

                            

                            

                            [First Amendment to the Restructuring Support Agreement]

                            
                              
                                


                            

                            
                              

                              

                              	
                                      CONSENTING FIRE CLAIMANT 

                                      PROFESSIONAL

                                    	 
	 	 	 	 
	 	 	 	 
	
                                      By:

                                    	/s/ Mikal Watts

                                    	 	 
	 	 	 	 
	
                                      Name:

                                    	Mikal Watts

                                    	 	 
	 	 	 	 
	
                                      Firm:

                                    	Watts Guerra LLP

                                    	 	 
	 	
                                      Attorneys for Holders of Fire Victim Claims

                                    	 	 


                               

                               

                               

                              

                               

                              

                              
                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                

                                [First Amendment to the Restructuring Support Agreement]

                                
                                  
                                    


                                

                                
                                  

                                  

                                  	SHAREHOLDER PROPONENT

                                          	 
	 	 	 	 
	 	 	 	 
	
                                          By:

                                        	
                                          Abrams Capital Management, L.P. on

                                          

                                          behalf of certain funds and accounts it

                                          

                                          manages or advises

                                          

                                        	 	 
	 	 	 	 
	 	
                                          By: Abrams Capital Management,

                                          

                                          LLC, its General Partner

                                          

                                        	 	 
	 	 	 	 
	
                                          Signature:

                                          

                                        	/s/ David Abrams

                                        	 	 
	Name:

                                        	David Abrams

                                        	 	 
	
                                          Title:

                                        	Managing Member

                                        	 	 
	 	
                                          

                                          

                                        	 	 


                                   

                                   

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   [First Amendment to the Restructuring Support Agreement]

                                  
                                    
                                      


                                  

                                   

                                  

                                  
                                    

                                    

                                    	SHAREHOLDER PROPONENT

                                            	 
	 	 	 	 
	 	 	 	 
	
                                            By:

                                          	
                                            Knighthead Capital

                                            

                                            Management, LLC

                                            

                                            on behalf of certain funds and

                                            

                                            accounts it manages or advises

                                            

                                          	 	 
	 	 	 	 
	
                                            Signature:

                                            

                                          	/s/ Thomas A. Wagner	 	 
	Name:

                                          	Thomas A. Wagner

                                          	 	 
	
                                            Title:

                                          	Managing Member

                                          	 	 
	 	
                                            

                                            

                                          	 	 


                                     

                                     

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                   

                                  

                                  [First Amendment to the Restructuring Support Agreement]