Exhibit 10.20

  

  

  

  
    
      

      

      

      

      
        	
                JPMORGAN CHASE BANK, N.A.

                383 Madison Avenue

                New York, NY 10179

                 

              	
                BANK OF AMERICA, N.A.

                BofA SECURITIES, INC.

                One Bryant Park

                New York, NY 10036

                 

              
	
                BARCLAYS

                745 Seventh Avenue

                New York, NY 10019

                 

              	
                CITIGROUP GLOBAL MARKETS INC.

                388 Greenwich Street

                New York, NY 10013

                 

              
	
                GOLDMAN SACHS BANK USA

                GOLDMAN SACHS LENDING PARTNERS LLC

                200 West Street

                New York, NY 10282

                 

              	
                BNP PARIBAS

                
                  787 Seventh Avenue

                  New York, New York 10019

                

                 

                 

              
	
                CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

                
                  Eleven Madison Avenue

                  New York, New York 10010 

                  

                

                 

              	
                MORGAN STANLEY BANK, N.A.

                1585 Broadway

                New York, New York 10036

              
	
                MUFG UNION BANK, N.A.

                1221 Avenue of the Americas

                New York, NY 10020

                 

              	
                WELLS FARGO BANK, NATIONAL ASSOCIATION

                550 S Tryon St.

                Charlotte, NC 28202

              
	
                MIZUHO BANK, LTD.

                1251 Avenue of the Americas

                New York, NY 10020

              	 


        

        

        

        

        PERSONAL AND CONFIDENTIAL

        

        

        February 28, 2020

        

        

        PG&E Corporation

        Pacific Gas and Electric Company

        77 Beale Street

        P.O. Box 77000

        San Francisco, California 94177

        Attention:     Nicholas M. Bijur

        

        

        PG&E Corporation

        Amendment No. 5 to Commitment Letter

        

        

        Ladies and Gentlemen:

        

        

        Reference is made to that certain Commitment Letter, dated as of October 4, 2019 (together with the annexes thereto, as supplemented by that certain Joinder Letter dated as of October 28, 2019,
          that certain Amendment No. 1 to Commitment Letter dated as of November 18, 2019, that certain Joinder Letter dated as of December 2, 2019, that certain Amendment No. 2 to Commitment Letter dated as of December 20, 2019, that certain Amendment No.
          3 to Commitment Letter dated as of January 30, 2020, that certain Amendment No. 4 to Commitment Letter dated as of February 14, 2020 and as further amended from time to time in accordance with the terms thereof, the “Commitment Letter”), between PG&E Corporation, a California corporation (“PG&E”) (together with any domestic entity formed to hold all of the
          assets of PG&E upon emergence from bankruptcy, the “Borrower”), Pacific Gas and Electric Company, a California corporation (or any domestic entity formed to hold all of the assets of
          Pacific Gas and Electric Company upon emergence from bankruptcy, the “Utility” and together with PG&E, the “Debtors” or “you”), JPMorgan Chase Bank, N.A. (“JPMorgan”), Bank of America, N.A. (“BANA”),
          BofA Securities, Inc. (or any of its designated affiliates, “BofA”, and together with BANA, “Bank of America”), Barclays Bank
          PLC (“Barclays”), Citigroup Global Markets Inc. on behalf of Citi (as defined below), Goldman Sachs Bank USA (“GS Bank”) and
          Goldman Sachs Lending Partners LLC (“GSLP”, and together with GS Bank, “Goldman Sachs”) (JPMorgan, Bank of America, Barclays,
          Citi and Goldman Sachs, collectively, the “Initial Commitment Parties”) and BNP Paribas (“BNP”), Credit Suisse AG, Cayman
          Islands Branch (“Credit Suisse”), Morgan Stanley Bank, N.A. (“Morgan Stanley”), MUFG Union Bank, N.A. (“MUFG”), Wells Fargo Bank, National Association (“Wells Fargo”) and Mizuho Bank, Ltd. (“Mizuho”, collectively with BNP, Credit Suisse, Morgan Stanley, MUFG, Wells Fargo and the Initial Commitment Parties, the “Commitment Parties” , “we” or “us”), regarding a senior unsecured bridge facility for the Borrower defined therein as the Facility and the related
          transactions described therein. “Citi” shall mean Citigroup Global Markets Inc., Citibank N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of
          them shall determine to be appropriate to provide the services contemplated herein. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Commitment Letter.

        

        

        
          
            


        

        
        

        

        

        

        Each party to this Amendment No. 5 to Commitment Letter (this “Amendment”) hereby agrees that clause (viii) in the first sentence of
          the third paragraph of Section 11 of the Commitment Letter is amended by replacing the text “February 28, 2020” with the text “March 31, 2020” where it appears.

        

        

        Each party hereto agrees to maintain the confidentiality of this Amendment and the terms hereof, subject to the confidentiality provisions contained in the Commitment Letter. The provisions of
          the third paragraph of Section 9 of the Commitment Letter are incorporated herein, mutatis mutandis, as if the references to the Commitment Letter were to this Amendment.  Each of the parties hereto (for itself and its affiliates) (a) waives, to
          the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Commitment Letter, this Amendment, or the
          transactions contemplated thereby or hereby, in any such New York State court or in any such Federal court and (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
          proceeding in any such court.

        

        

        Except as specifically amended by this Amendment, the Commitment Letter shall remain in full force and effect. This Amendment shall be construed in connection with and form part of the Commitment
          Letter, and any reference to the Commitment Letter shall be deemed to be a reference to the Commitment Letter as amended by this Amendment. Neither this Amendment nor the Commitment Letter (including the attachments hereto and thereto) may be
          amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto. This Amendment may be executed in any number of counterparts, each of which when executed will be an
          original, and all of which, when taken together, will constitute one agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier, facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be
          effective as delivery of a manually executed counterpart thereof.

        

        

        

        

        

        

        [Remainder of page intentionally left blank]

        

        

        
          2

          
            


        

        

      

      

      We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.

      

      

      

      

      	Very truly yours,

            
	 
	
              JPMORGAN CHASE BANK, N.A.

            
	 
	 
	 
	
              By:

            	
              /s/ Sandeep S. Parihar

            
	Name:

            	
              Sandeep S. Parihar

            
	Title:

            	
              Executive Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      
        
          


      

      

      

      	
              BofA SECURITIES, INC.

            
	 
	 
	 
	
              By:

            	
              /s/ Sanjay Rijhwani

            
	Name:

            	
              Sanjay Rijhwani

            
	Title:

            	
              Managing Director

            


      

      

      

      

      	
              BANK OF AMERICA, N.A.

            
	 
	 
	 
	
              By:

            	
              /s/ Sanjay Rijhwani

            
	Name:

            	
              Sanjay Rijhwani

            
	Title:

            	
              Managing Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      
        
          


      

      

      

      

      

      	
              BARCLAYS BANK PLC

            
	 
	 
	 
	
              By:

            	
              /s/ Sydney G. Dnnis

            
	Name:

            	
              Sydney G. Dnnis

            
	Title:

            	
              Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      
        
          


      

      

      

      

      

      	
              CITIGROUP GLOBAL MARKETS INC.

            
	 
	 
	 
	
              By:

            	
              /s/ Carolyn Kee

            
	Name:

            	
              Carolyn Kee

            
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      
        
          


      

      

      

      	
              GOLDMAN SACHS BANK USA

            
	 
	 
	
              By:

            	
              /s/ Charles D. Johnston

            
	Name:

            	
              Charles D. Johnston

            
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      	
              GOLDMAN SACHS LENDING PARTNERS LLC

            
	 
	 
	
              By:

            	
              /s/ Charles D. Johnston

            
	Name:

            	
              Charles D. Johnston

            
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      
        
          


      

      

      

      	
              BNP PARIBAS

            
	 
	 
	
              By:

            	
              /s/ Nicole Rodriguez

            
	Name:

            	
              Nicole Rodriguez

            
	Title:

            	
              Director

            
	 	 
	 	 
	 	 
	
              By:

            	
              /s/ Ade Adedeji

            
	Name:

            	
              Ade Adedeji

            
	Title:

            	
              Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      

      

      
        
          


      

      

      

      	
              CREDIT SUISSE AG, CAYMAN ISLANDS 

              BRANCH

            
	 
	 
	
              By:

            	
              /s/  Vipul Dhadda

            
	Name:

            	
              Vipul Dhadda

            
	Title:

            	
              Authorized Signatory

            
	 	 
	 	 
	
              By:

            	
              /s/ SoVonna Day-Goins

            
	Name:

            	
              SoVonna Day-Goins

            
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      
        
          


      

      

      

      	
              MORGAN STANLEY BANK, N.A.

            
	 
	 
	
              By:

            	
              /s/ Maya Venkatraman

              

            
	Name:

            	Maya Venkatraman
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      
        
          


      

      

      

      	
              MUFG UNION BANK, N.A.

            
	 
	 
	
              By:

            	
              /s/ Viet-Linh Fujitaki

            
	Name:

            	
              Viet-Linh Fujitaki

            
	Title:

            	
              Vice President

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      

      

      
        
          


      

      

      

      	
              WELLS FARGO BANK, NATIONAL ASSOCIATION

            
	 
	 
	
              By:

            	
              /s/ Gregory R. Gredvig

            
	Name:

            	
              Gregory R. Gredvig

            
	Title:

            	
              Director

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      
        
          


      

      

      

      

      

      	
              MIZUHO BANK, LTD.

            
	 
	 
	
              By:

            	
              /s/ Tracy Rahn

            
	Name:

            	
              Tracy Rahn

            
	Title:

            	
              Authorized Signatory

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]

      

      

      

      

      

      

      

      

      
        
          


      

      

      

      ACCEPTED AND AGREED AS OF

      THE DATE FIRST WRITTEN ABOVE:

      

      

      	
              PG&E CORPORATION

            
	 
	 
	
              By:

            	
              /s/ Nicholas M. Bijur

            
	Name:

            	
              Nicholas M. Bijur

            
	Title:

            	
              Vice President and Treasurer

            


      

      

      

      

      

      

      

      

      	
              PACIFIC GAS AND ELECTRIC COMPANY

            
	 
	 
	
              By:

            	
              /s/ Nicholas M. Bijur

            
	Name:

            	
              Nicholas M. Bijur

            
	Title:

            	
              Vice President and Treasurer

            


      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      

      [Signature Page to Amendment No. 5 to Commitment Letter (PG&E)]