Exhibit 10.19

  

  

  

  

  

  

  

  
    	
            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

    

    

    Pacific Gas and Electric Company

    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 (or any domestic entity formed to hold all of the assets of PG&E Corporation upon emergence from bankruptcy) (“PG&E”), Pacific Gas and Electric Company, a California corporation (the “Utility”) (together with any domestic entity formed to hold all of the assets
      of the Utility upon emergence from bankruptcy, the “Borrower” 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 secured 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.

    

    

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    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 (Utility)]

    

    

    

    

    
      
        


    

    

    

    	
            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 (Utility)]

    

    

    
      
        


    

    

    

    

    

    	
            BARCLAYS BANK PLC

          
	 
	 
	 
	
            By:

          	
            /s/ Sydney G. Dennis

          
	Name:

          	
            Sydney G. Dennis

          
	Title:

          	
            Director

          


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [Signature Page to Amendment No. 5 to Commitment Letter (Utility)]

    

    

    

    

    
      
        


    

    

    

    

    

    	
            CITIGROUP GLOBAL MARKETS INC.

          
	 
	 
	 
	
            By:

          	
            /s/ Carolyn Kee

          
	Name:

          	
            Carolyn Kee

          
	Title:

          	
            Authorized Signatory

          


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [Signature Page to Amendment No. 5 to Commitment Letter (Utility)]

    

    

    

    

    

    

    
      
        


    

    

    

    	
            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 (Utility)]

    

    

    

    

    

    

    
      
        


    

    

    

    	
            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 (Utility)]

    

    

    

    

    

    

    

    

    
      
        


    

    

    

    	
            CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

          
	 
	 
	
            By:

          	
            /s/ SoVonna Day-Goins

          
	Name:

          	
            SoVonna Day-Goins

          
	Title:

          	
            Authorized Signatory

          
	 	 
	 	 
	
            By:

          	
            /s/ Vipul Dhadda

          
	Name:

          	
            Vipul Dhadda

          
	Title:

          	
            Authorized Signatory

          


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [Signature Page to Amendment No. 5 to Commitment Letter (Utility)]

    

    

    

    

    

    

    
      
        


    

    

    

    	
            MORGAN STANLEY BANK, N.A.

          
	 
	 
	
            By:

          	
            /s/ Mrinalini MacDonough

          
	Name:

          	
            Mrinalini MacDonough

          
	Title:

          	
            Authorized Signatory

          


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [Signature Page to Amendment No. 5 to Commitment Letter (Utility)]

    

    

    

    

    

    

    
      
        


    

    

    

    	
            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 (Utility)]

    

    

    

    

    

    

    

    

    
      
        


    

    

    

    	
            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 (Utility)]

    

    

    

    

    

    

    
      
        


    

    

    

    

    

    	
            MIZUHO BANK, LTD.

          
	 
	 
	
            By:

          	
            /s/ Tracy Rahn

          
	Name:

          	
            Tracy Rahn

          
	Title:

          	
            Authorized Signatory

          


    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    [Signature Page to Amendment No. 5 to Commitment Letter (Utility)]

    

    

    

    

    

    

    

    

    
      
        


    

    

    

    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 (Utility)]