1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors

and Debtors in Possession 

ACCEPTANCES AND REJECTIONS OF THE PLAN MAY NOT BE SOLICITED UNTIL A 

DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. ALL 

HOLDERS OF CLAIMS AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND THE 

DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT 

THE PLAN. 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

DEBTORS’ FIRST AMENDED JOINT CHAPTER 

Debtors. 11 PLAN OF REORGANIZATION 

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

 Affects both Debtors 

* All papers shall be filed in the Lead Case, No. 19-

30088 (DM). 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 1 of

84
i 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

TABLE OF CONTENTS 

ARTICLE I. 

DEFINITIONS, INTERPRETATION AND CONSENTS ...................................................................1 

ARTICLE II. 

ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS AND OTHER 

UNCLASSIFIED CLAIMS .................................................................................................................30 

2.1 Administrative Expense Claims ...............................................................................................30 

2.2 Professional Fee Claims ...........................................................................................................30 

2.3 DIP Facility Claims..................................................................................................................31 

2.4 Priority Tax Claims ..................................................................................................................32 

ARTICLE III. 

CLASSIFICATION OF CLAIMS AND INTERESTS .......................................................................32 

3.1 Classification in General ..........................................................................................................32 

3.2 Summary of Classification .......................................................................................................32 

3.3 Separate Classification of Other Secured Claims ....................................................................33 

3.4 Nonconsensual Confirmation...................................................................................................33 

3.5 Debtors’ Rights in Respect of Unimpaired Claims ..................................................................33 

ARTICLE IV. 

TREATMENT OF CLAIMS AND INTERESTS ...............................................................................34 

4.1 Class 1A – HoldCo Other Secured Claims ..............................................................................34 

4.2 Class 2A – HoldCo Priority Non-Tax Claims .........................................................................34 

4.3 Class 3A: HoldCo Funded Debt Claims .................................................................................34 

4.4 Class 4A: HoldCo General Unsecured Claims .......................................................................35 

4.5 Class 5A-I – HoldCo Public Entities Wildfire Claims ............................................................35 

4.6 Class 5A-II – HoldCo Subrogation Wildfire Claims ...............................................................35 

4.7 Class 5A-III – HoldCo Other Wildfire Claims ........................................................................36 

4.8 Class 5A-IV – HoldCo Ghost Ship Fire Claims ......................................................................36 

4.9 Class 6A – HoldCo Workers’ Compensation Claims ..............................................................36 

4.10 Class 7A – HoldCo Intercompany Claims ...............................................................................36 

4.11 Class 8A – HoldCo Subordinated Debt Claims .......................................................................37 

4.12 Class 9A – HoldCo Common Interests ....................................................................................37 

4.13 Class 10A – HoldCo Other Interests ........................................................................................37 

4.14 Class 1B – Utility Other Secured Claims ................................................................................37 

4.15 Class 2B – Utility Priority Non-Tax Claims ............................................................................38 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 2 of

84
ii 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

4.16 Class 3B: Utility Funded Debt Claims....................................................................................38 

4.17 Class 4B: Utility General Unsecured Claims..........................................................................39 

4.18 Class 5B-I – Utility Public Entities Wildfire Claims ...............................................................39 

4.19 Class 5B-II – Utility Subrogation Wildfire Claims .................................................................39 

4.20 Class 5B-III – Utility Other Wildfire Claims ..........................................................................41 

4.21 Class 5B-IV – Utility Ghost Ship Fire Claims.........................................................................41 

4.22 Class 6B – Utility Workers’ Compensation Claims ................................................................42 

4.23 Class 7B – 2001 Utility Exchange Claims ...............................................................................42 

4.24 Class 8B – Utility Intercompany Claims .................................................................................42 

4.25 Class 9B – Utility Subordinated Debt Claims .........................................................................42 

4.26 Class 10B – Utility Preferred Interests ....................................................................................42 

4.27 Class 11B – Utility Common Interests ....................................................................................43 

ARTICLE V. 

PROVISIONS GOVERNING DISTRIBUTIONS ..............................................................................43 

5.1 Distributions Generally ............................................................................................................43 

5.2 Plan Funding ............................................................................................................................43 

5.3 No Postpetition or Default Interest on Claims .........................................................................43 

5.4 Date of Distributions ................................................................................................................43 

5.5 Distribution Record Date .........................................................................................................43 

5.6 Disbursing Agent .....................................................................................................................44 

5.7 Delivery of Distributions .........................................................................................................44 

5.8 Unclaimed Property .................................................................................................................45 

5.9 Satisfaction of Claims ..............................................................................................................45 

5.10 Fractional Stock .......................................................................................................................45 

5.11 Manner of Payment under Plan................................................................................................45 

5.12 No Distribution in Excess of Amount of Allowed Claim ........................................................45 

5.13 Setoffs and Recoupments .........................................................................................................46 

5.14 Rights and Powers of Disbursing Agent ..................................................................................46 

5.15 Withholding and Reporting Requirements ..............................................................................46 

5.16 Credit for Distributions under Wildfire Assistance Program ..................................................47 

ARTICLE VI. 

MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN ......................................47 

6.1 General Settlement of Claims and Interests .............................................................................47 

6.2 Restructuring Transactions; Effectuating Documents .............................................................48 

6.3 Continued Corporate Existence ...............................................................................................48 

6.4 The Subrogation Wildfire Trust ...............................................................................................49 

6.5 Subrogation Wildfire Trustee ..................................................................................................50 

6.6 Subrogation Trust Advisory Board ..........................................................................................50 

6.7 The Other Wildfire Trust .........................................................................................................51 

6.8 Public Entities Segregated Defense Fund ................................................................................52 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 3 of

84
iii 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

6.9 Go-Forward Wildfire Fund ......................................................................................................52 

6.10 Officers and Board of Directors ...............................................................................................52 

6.11 Management Incentive Plan .....................................................................................................53 

6.12 Cancellation of Existing Securities and Agreements ...............................................................53 

6.13 Cancellation of Certain Existing Security Agreements ...........................................................54 

6.14 Issuance of New HoldCo Common Stock ...............................................................................54 

6.15 Exit Financing ..........................................................................................................................54 

6.16 Wildfire Victim Recovery Bonds or Other Securitized Bonds ................................................54 

6.17 Rights Offering ........................................................................................................................54 

6.18 Securities Act Registrations or Exemptions ............................................................................55 

ARTICLE VII. 

PROCEDURES FOR DISPUTED CLAIMS ......................................................................................55 

7.1 Objections to Claims ................................................................................................................55 

7.2 Resolution of Disputed Administrative Expense Claims and Disputed Claims ......................55 

7.3 Payments and Distributions with Respect to Disputed Claims ................................................56 

7.4 Distributions After Allowance .................................................................................................56 

7.5 Disallowance of Claims ...........................................................................................................56 

7.6 Estimation ................................................................................................................................56 

ARTICLE VIII. 

EXECUTORY CONTRACTS AND UNEXPIRED LEASES............................................................57

8.1 General Treatment ...................................................................................................................57 

8.2 Determination of Cure Disputes and Deemed Consent ...........................................................58 

8.3 Rejection Damages Claims ......................................................................................................59 

8.4 Survival of the Debtors’ Indemnification Obligations.............................................................59 

8.5 Assumption of Employee Benefit Plans ..................................................................................59 

8.6 Collective Bargaining Agreements ..........................................................................................59 

8.7 Insurance Policies ....................................................................................................................60 

8.8 Reservation of Rights ...............................................................................................................60 

8.9 Modifications, Amendments, Supplements, Restatements, or Other Agreements ..................60 

ARTICLE IX. 

EFFECTIVENESS OF THE PLAN ....................................................................................................61 

9.1 Conditions Precedent to Confirmation of the Plan ..................................................................61 

9.2 Conditions Precedent to the Effective Date .............................................................................61 

9.3 Satisfaction of Conditions ........................................................................................................62 

9.4 Waiver of Conditions ...............................................................................................................62 

9.5 Effect of Non-Occurrence of Effective Date ...........................................................................62 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 4 of

84
iv 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

ARTICLE X. 

EFFECT OF CONFIRMATION .........................................................................................................62 

10.1 Binding Effect ..........................................................................................................................62 

10.2 Vesting of Assets .....................................................................................................................63 

10.3 Release and Discharge of Debtors ...........................................................................................63 

10.4 Term of Injunctions or Stays....................................................................................................63 

10.5 Injunction Against Interference with Plan ...............................................................................63 

10.6 Injunction .................................................................................................................................63 

10.7 Channeling Injunction ..............................................................................................................64 

10.8 Exculpation ..............................................................................................................................65 

10.9 Releases....................................................................................................................................66 

10.10 Subordination ...........................................................................................................................69 

10.11 Retention of Causes of Action/Reservation of Rights .............................................................69 

10.12 Preservation of Causes of Action .............................................................................................69 

10.13 Special Provisions for Governmental Units .............................................................................70 

10.14 Document Retention ................................................................................................................70 

10.15 Solicitation of Plan ...................................................................................................................70 

ARTICLE XI. 

RETENTION OF JURISDICTION .....................................................................................................70 

11.1 Jurisdiction of Bankruptcy Court .............................................................................................70 

ARTICLE XII. 

MISCELLANEOUS PROVISIONS ....................................................................................................73 

12.1 Dissolution of Statutory Committees .......................................................................................73 

12.2 Substantial Consummation ......................................................................................................73 

12.3 Exemption from Transfer Taxes ..............................................................................................73 

12.4 Expedited Tax Determination ..................................................................................................73 

12.5 Payment of Statutory Fees .......................................................................................................73 

12.6 Plan Modifications and Amendments ......................................................................................73 

12.7 Revocation or Withdrawal of Plan ...........................................................................................74 

12.8 Courts of Competent Jurisdiction ............................................................................................74 

12.9 Severability ..............................................................................................................................74 

12.10 Governing Law ........................................................................................................................74 

12.11 Schedules and Exhibits ............................................................................................................75 

12.12 Successors and Assigns ............................................................................................................75 

12.13 Time .........................................................................................................................................75 

12.14 Notices .....................................................................................................................................75 

12.15 Reservation of Rights ...............................................................................................................77 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 5 of

84
1 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

PG&E Corporation and Pacific Gas and Electric Company, the above-captioned debtors, as 

plan proponents within the meaning of section 1129 of the Bankruptcy Code, propose the following 

joint chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy Code. 

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Article 

I of the Plan. 

ARTICLE I. 

DEFINITIONS, INTERPRETATION AND CONSENTS 

DEFINITIONS. The following terms used herein shall have the respective meanings defined 

below (such meanings to be equally applicable to both the singular and plural): 

1.1 2001 Utility Exchange Claim means any Claim against the Utility arising 

solely from (a) amounts due to the CAISO, PX, and/or various market participants based on 

purchases or sales of electricity, capacity, or ancillary services by the Utility and other market 

participants in markets operated by the CAISO and the PX that are subject to determination by 

FERC in refund proceedings bearing FERC Docket Nos. EL00-95-000 and EL00-98-000 and 

related subdockets, and (b) amounts due under any settlement agreements, allocation 

agreements, escrow agreements, letter agreements, other written agreements, or court orders 

(including orders entered in the chapter 11 case styled In re California Power Exchange 

Corporation, Case No. LA 01-16577 ES) that expressly relate thereto. 

1.2 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative 

expense priority pursuant to section 503(b)(9) of the Bankruptcy Code, which Claim was 

timely filed and Allowed pursuant to the 503(b)(9) Procedures Order. 

1.3 503(b)(9) Procedures Order means the Amended Order Pursuant to 11 U.S.C. 

§§ 503(b)(9) and 105(a) Establishing Procedures for the Assertion, Resolution, and 

Satisfaction of Claims Asserted Pursuant to 11 U.S.C. § 503(b)(9) [Docket No. 725]. 

1.4 Administrative Expense Claim means any cost or expense of administration 

of any of the Chapter 11 Cases arising on or before the Effective Date that is allowable under 

section 503(b) of the Bankruptcy Code and entitled to priority under sections 364(c)(1), 503(b) 

(including 503(b)(9) Claims), 503(c), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code 

that has not already been paid, including, (a) any actual and necessary costs and expenses of 

preserving the Debtors’ estates, any actual and necessary costs and expenses of operating the 

Debtors’ businesses, any indebtedness or obligations incurred or assumed by one or more of 

the Debtors, as a debtor in possession, during the Chapter 11 Cases, including, for the 

acquisition or lease of property or an interest in property or the performance of services, or any 

fees or charges assessed against the estates of the Debtors under section 1930 of chapter 123 

of title 28 of the United States Code, (b) any DIP Facility Claim, (c) any Professional Fee 

Claim and (d) any Intercompany Claim authorized pursuant to the Cash Management Order. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 6 of

84
2 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.5 Aggregate Backstop Commitment Amount means the aggregate amount of 

all backstop commitments, if any, under all Backstop Commitment Letters; provided, however, 

that if the backstop commitments under all Backstop Commitment Letters shall be $0, then all 

consent and other rights hereunder shall no longer apply. 

1.6 Allowed means, with reference to any Claim or Interest: (a) any Claim listed in 

the Debtors’ Schedules, as such Schedules may be amended from time to time in accordance 

with Bankruptcy Rule 1009, as liquidated, non-contingent, and undisputed, and for which no 

contrary proof of Claim has been filed; (b) any Claim or Interest expressly allowed hereunder; 

(c) any Claim (other than a Subrogation Wildfire Claim) or Interest to which a Debtor and the 

holder of such Claim or Interest agree to the amount and priority of the Claim or Interest, which 

agreement is approved by a Final Order; (d) any individual Subrogation Wildfire Claim (not 

held by a Consenting Creditor or a party to the Subrogation Wildfire Claim Allocation 

Agreement) to which the Subrogation Wildfire Trustee and the holder of such Claim agree to 

the amount of such Claim (e) any Claim or Interest that is compromised, settled or otherwise 

resolved or Allowed pursuant to a Final Order (including any omnibus or procedural Final 

Order relating to the compromise, settlement, resolution, or allowance of any Claims) or under 

the Plan; or (f) any Claim or Interest arising on or before the Effective Date as to which no 

objection to allowance has been interposed within the time period set forth in the Plan; 

provided, that notwithstanding the foregoing, unless expressly waived by the Plan, the Allowed 

amount of Claims or Interests shall be subject to, and shall not exceed the limitations or 

maximum amounts permitted by, the Bankruptcy Code, including sections 502 or 503 of the 

Bankruptcy Code, to the extent applicable. The Reorganized Debtors shall retain all Claims 

and defenses with respect to Allowed Claims that are Reinstated or otherwise Unimpaired 

under the Plan. 

1.7 Avoidance Action means any action commenced, or that may be commenced, 

before or after the Effective Date pursuant to chapter 5 of the Bankruptcy Code including 

sections 544, 545, 547, 548, 549, 550, or 551 of the Bankruptcy Code.

1.8 Backstop Approval Order means an order of the Bankruptcy Court, 

approving the Backstop Commitment Letters, which order shall be in form and substance 

satisfactory to the Debtors and the Backstop Parties. 

1.9 Backstop Commitment Letters means those certain letter agreements, as may 

be amended or modified from time to time in accordance with the terms thereof and the 

Backstop Approval Order, pursuant to which the Backstop Parties have agreed to purchase 

shares of New HoldCo Common Stock on the terms and subject to the conditions thereof. 

1.10 Backstop Parties means the parties that have agreed to purchase shares of New 

HoldCo Common Stock on the terms and subject to the conditions of the Backstop 

Commitment Letters and the Backstop Approval Order.

1.11 Ballot means the form(s) distributed to holders of impaired Claims or Interests 

on which the acceptance or rejection of the Plan is to be indicated. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 7 of

84
3 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.12 Bankruptcy Code means title 11 of the United States Code, as applicable to 

the Chapter 11 Cases. 

1.13 Bankruptcy Court means the United States Bankruptcy Court for the Northern 

District of California, having subject matter jurisdiction over the Chapter 11 Cases and, to the 

extent of any reference withdrawal made under section 157(d) of title 28 of the United States 

Code, the District Court. 

1.14 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as

promulgated by the United States Supreme Court under section 2075 of title 28 of the United 

States Code, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy Court. 

1.15 Business Day means any day other than a Saturday, a Sunday, or any other day 

on which banking institutions in New York, New York are required or authorized to close by 

law or executive order. 

1.16 CAISO means the California Independent System Operator Corporation. 

1.17 Cash means legal tender of the United States of America. 

1.18 Cash Management Order means the Final Order Pursuant to 11 U.S.C. §§ 

105(a), 345(b), 363(b), and 363(c), and Fed. R. Bankr. P.6003 and 6004 (i) Authorizing 

Debtors to (a) Continue Their Existing Cash Management System, (b) Honor Certain 

Prepetition Obligations Related to the Use Thereof, (c) Continue Intercompany Arrangements, 

(d) Continue to Honor Obligations Related to Joint Infrastructure Projects, and (e) Maintain 

Existing Bank Accounts and Business Forms; and (ii) Waiving the Requirements of 11 U.S.C. 

§ 345(b), dated March 13, 2019 [Docket No. 881]. 

1.19 Cause of Action means, without limitation, any and all actions, class actions, 

proceedings, causes of action, controversies, liabilities, obligations, rights, rights of setoff, 

recoupment rights, suits, damages, judgments, accounts, defenses, offsets, powers, privileges, 

licenses, franchises, Claims, Avoidance Actions, counterclaims, cross-claims, affirmative 

defenses, third-party claims, Liens, indemnity, contribution, guaranty, and demands of any 

kind or character whatsoever, whether known or unknown, asserted or unasserted, reduced to 

judgment or otherwise, liquidated or unliquidated, fixed or contingent, matured or unmatured, 

disputed or undisputed, suspected or unsuspected, foreseen or unforeseen, direct or indirect, 

choate or inchoate, secured or unsecured, assertable directly or derivatively, existing or 

hereafter arising, in contract or in tort, in law, in equity, or otherwise, whether arising under 

the Bankruptcy Code or any applicable nonbankruptcy law, based in whole or in part upon any 

act or omission or other event occurring on or prior to the Petition Date or during the course 

of the Chapter 11 Cases, including through the Effective Date. Without limiting the generality 

of the foregoing, when referring to Causes of Action of the Debtors or their estates, Causes of 

Action shall include (a) all rights of setoff, counterclaim, or recoupment and Claims for breach 

of contracts or for breaches of duties imposed by law or equity; (b) the right to object to any 

Claim or Interest; (c) Claims (including Avoidance Actions) pursuant to section 362 and 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 8 of

84
4 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

chapter 5 of the Bankruptcy Code, including sections 510, 542, 543, 544 through 550, or 553; 

(d) Claims and defenses such as fraud, mistake, duress, usury, and any other defenses set forth 

in section 558 of the Bankruptcy Code; and (e) any Claims under any state or foreign law, 

including any fraudulent transfer or similar claims.

1.20 Channeling Injunction means the permanent injunction provided for in 

Section 10.7 of the Plan with respect to Wildfire Claims to be issued pursuant to, and included 

in, the Confirmation Order. 

1.21 Chapter 11 Cases means the jointly administered cases under chapter 11 of the 

Bankruptcy Code commenced by the Debtors on the Petition Date in the Bankruptcy Court 

and currently styled In re PG&E Corporation and Pacific Gas and Electric Company, Ch. 11 

Case No. 19-30088 (DM) (Jointly Administered).

1.22 Chief Executive Officer means William D. Johnson, the current chief 

executive officer of HoldCo.

1.23 Claim has the meaning set forth in section 101(5) of the Bankruptcy Code.

1.24 Claims Resolution Procedures means, collectively, the Other Wildfire Claims 

Resolution Procedures and the Subrogation Wildfire Claim Allocation Agreement.

1.25 Class means any group of Claims or Interests classified herein pursuant to 

sections 1122 and 1123(a)(1) of the Bankruptcy Code.

1.26 Collateral means any property or interest in property of the estate of any Debtor 

subject to a lien, charge, or other encumbrance to secure the payment or performance of a 

Claim, which lien, charge, or other encumbrance is not subject to a Final Order ordering the 

remedy of avoidance on any such lien, charge, or other encumbrance under the Bankruptcy 

Code.

1.27 Collective Bargaining Agreements means, collectively, (a) the IBEW 

Collective Bargaining Agreements, (b) the Collective Bargaining Agreement currently in place 

between the Utility and the Engineers and Scientists of California Local 20, IFPTE, and (c) the 

Collective Bargaining Agreement currently in place between the Utility and the Service 

Employees International Union. 

1.28 Confirmation Date means the date on which the Clerk of the Bankruptcy Court 

enters the Confirmation Order.

1.29 Confirmation Hearing means the hearing to be held by the Bankruptcy Court 

regarding confirmation of the Plan, as such hearing may be adjourned or continued from time 

to time.

1.30 Consenting Creditors has the meaning set forth in Subrogation Claims RSA.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 9 of

84
5 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.31 Confirmation Order means the order of the Bankruptcy Court confirming the 

Plan pursuant to section 1129 of the Bankruptcy Code and approving the transactions 

contemplated thereby, which shall be in form and substance acceptable to the Debtors.

1.32 CPUC means the California Public Utilities Commission. 

1.33 CPUC Approval means all necessary approvals, authorizations and final 

orders from the CPUC to implement the Plan, and to participate in the Go-Forward Wildfire 

Fund, including: (a) satisfactory provisions pertaining to authorized return on equity and 

regulated capital structure; (b) a disposition of proposals for certain potential changes to the 

Utility’s corporate structure and authorizations to operate as a utility; (c) satisfactory resolution 

of claims for monetary fines or penalties under the California Public Utilities Code for 

prepetition conduct; (d) approval (or exemption from approval) of the financing structure and 

securities to be issued under Article VI of the Plan, including one or more financing orders 

approving the Wildfire Victim Recovery Bonds; (e) approval of any hedges executed by the 

Utility in consultation with the CPUC staff; and (f) any approvals or determinations with 

respect to the Plan and related documents that may be required by the Wildfire Legislation 

(A.B. 1054).

1.34 Creditors Committee means the statutory committee of unsecured creditors 

appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of the 

Bankruptcy Code. 

1.35 Cure Amount means the payment of Cash or the distribution of other property 

(as the parties may agree or the Bankruptcy Court may order) as necessary to (a) cure a 

monetary default, as required by section 365(a) of the Bankruptcy Code by the Debtors in 

accordance with the terms of an executory contract or unexpired lease of the Debtors, and (b) 

permit the Debtors to assume or assume and assign such executory contract or unexpired lease 

under section 365(a) of the Bankruptcy Code.

1.36 D&O Liability Insurance Policies means all unexpired directors’, managers’, 

and officers’ liability insurance policies (including any “tail policy”) of either of the Debtors.

1.37 Debtors means, collectively, HoldCo and the Utility. 

1.38 DIP Facilities means the senior secured postpetition credit facilities approved 

pursuant to the DIP Facility Order, as the same may be amended, modified, or supplemented 

from time to time through the Effective Date in accordance with the terms of the DIP Facility 

Documents and the DIP Facility Order.

1.39 DIP Facility Agents means JPMorgan Chase Bank, N.A., solely in its capacity 

as administrative agent under the DIP Facility Documents, and Citibank, N.A., solely in its 

capacity as collateral agent under the DIP Facility Documents, and their respective successors, 

assigns, or any replacement agents appointed pursuant to the terms of the DIP Facility 

Documents.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 10

of 84
6 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.40 DIP Facility Claim means any Claim arising under, or related to, the DIP 

Facility Documents. 

1.41 DIP Facility Credit Agreement means that certain Senior Secured 

Superpriority Debtor-In-Possession Credit, Guaranty and Security Agreement, dated as of 

February 1, 2019, by and among the Utility as borrower, HoldCo as guarantor, the DIP Facility 

Agents, and the DIP Facility Lenders, as the same has been or may be further amended, 

modified, or supplemented from time to time. 

1.42 DIP Facility Documents means, collectively, the DIP Facility Credit 

Agreement and all other “Loan Documents” (as defined therein), and all other agreements, 

documents, and instruments delivered or entered into pursuant thereto or entered into in 

connection therewith (including any collateral documentation) (in each case, as amended, 

supplemented, restated, or otherwise modified from time to time).

1.43 DIP Facility Lenders means the lenders under the DIP Facility Credit 

Agreement and each other party that becomes a lender thereunder from time to time in 

accordance with the terms of the DIP Facility Credit Agreement.

1.44 DIP Facility Order means the Final Order Pursuant to 11 U.S.C. §§ 105, 362, 

363, 503 and 507, Fed. R. Bankr. P. 2002, 4001, 6004 and 9014 and (i) Authorizing the 

Debtors to Obtain Senior Secured, Superpriority, Postpetition Financing, (ii) Granting Liens 

and Superpriority Claims, (iii) Modifying the Automatic Stay, and (iv) Granting Related Relief 

[Docket No. 1091], dated March 27, 2019, as may be amended, modified, or supplemented 

from time to time through the Effective Date.

1.45 DIP Letters of Credit means any letters of credit issued by a DIP Facility 

Lender pursuant to the DIP Facility Credit Agreement. 

1.46 Disallowed means a Claim, or any portion thereof, (a) that has been disallowed 

by a Final Order, agreement between the holder of such Claim and the applicable Debtor, or 

the Plan; (b) that is listed in the Debtors’ Schedules, as such Schedules may be amended, 

modified, or supplemented from time to time in accordance with Bankruptcy Rule 1009, at 

zero ($0) dollars or as contingent, disputed, or unliquidated and as to which no proof of Claim 

has been filed by the applicable deadline or deemed timely filed with the Bankruptcy Court 

pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or 

applicable law; or (c) that is not listed in the Debtors’ Schedules and as to which no proof of 

Claim has been timely filed by the applicable deadline or deemed timely filed with the 

Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy 

Court or under applicable law. 

1.47 Disbursing Agent means the Utility (or such Entity designated by the Debtors 

and without the need for any further order of the Bankruptcy Court) in its capacity as a 

disbursing agent pursuant to Section 5.6 hereof.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 11

of 84
7 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.48 Disclosure Statement means the disclosure statement relating to the Plan, 

including, all schedules, supplements, and exhibits thereto, as approved by the Bankruptcy 

Court pursuant to section 1125 of the Bankruptcy Code.

1.49 Disclosure Statement Order means a Final Order finding that the Disclosure 

Statement contains adequate information pursuant to section 1125 of the Bankruptcy Code. 

1.50 Disputed means with respect to a Claim or any portion thereof (a) that is neither 

Allowed nor Disallowed under the Plan or a Final Order, nor deemed Allowed under sections 

502, 503, or 1111 of the Bankruptcy Code; (b) that has not been Allowed and is listed as 

unliquidated, contingent, or disputed in the Schedules; (c) that is a Subrogation Wildfire Claim 

(i) not held by a Consenting Creditor or (ii) a party to the Subrogation Wildfire Claim 

Allocation Agreement; or (d) for which a proof of Claim has been filed and related to which 

the Debtors or any party in interest has interposed a timely objection or request for estimation, 

and such objection or request for estimation has not been withdrawn or determined by a Final 

Order. 

1.51 Distribution Record Date means the Effective Date, unless otherwise 

provided in the Plan or designated by the Bankruptcy Court. The Distribution Record Date 

shall not apply to Securities of the Debtors deposited with DTC, the holders of which shall 

receive a distribution in accordance with Article V of this Plan and, as applicable, the 

customary procedures of DTC. 

1.52 District Court means the United States District Court for the Northern District 

of California having subject matter jurisdiction over the Chapter 11 Cases. 

1.53 DTC means the Depository Trust Company. 

1.54 Effective Date means a Business Day on or after the Confirmation Date 

selected by the Debtors, on which the conditions to the effectiveness of the Plan specified in 

Section 9.2 hereof have been satisfied or otherwise effectively waived in accordance with the 

terms hereof. 

1.55 Eligible Offeree has the meaning set forth in the Rights Offering Procedures, 

if applicable.

1.56 Employee Benefit Plans means any written contracts, agreements, policies, 

programs, and plans (including any related trust or other funding vehicle) governing any 

obligations relating to compensation, reimbursement, indemnity, health care benefits, 

disability benefits, deferred compensation benefits, travel benefits, vacation and sick leave 

benefits, savings, severance benefits, retirement benefits, welfare benefits, relocation 

programs, life insurance, and accidental death and dismemberment insurance, including 

written contracts, agreements, policies, programs, and plans for bonuses and other incentives 

or compensation for the directors, officers, and employees of any of the Debtors. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 12

of 84
8 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.57 Entity has the meaning set forth in section 101(15) of the Bankruptcy Code. 

1.58 Exculpated Parties means collectively, and, in each case, in their capacities as 

such: (a) the Debtors and Reorganized Debtors; (b) the DIP Facility Agents; (c) the DIP 

Facility Lenders; (d) the Exit Financing Agents; (e) the Exit Financing Lenders; (f) the Funded 

Debt Trustees; (g) the HoldCo Revolver Lenders; (h) the HoldCo Term Loan Lenders; (i) the 

Utility Revolver Lenders; (j) the Utility Term Loan Lenders; (k) the Public Entities Releasing 

Parties; (l) the Statutory Committees; (m) the Backstop Parties; (n) the Consenting Creditors; 

and (o) with respect to each of the foregoing entities (a) through (n), such entities’ 

predecessors, successors, assigns, subsidiaries, affiliates, managed accounts and funds, current 

and former officers and directors, principals, equity holders, members, partners, managers, 

employees, subcontractors, agents, advisory board members, restructuring advisors, financial 

advisors, attorneys, accountants, investment bankers, consultants, representatives, 

management companies, fund advisors (and employees thereof), and other professionals, and 

such entities’ respective heirs, executors, estates, servants, and nominees, in each case in their 

capacity as such. 

1.59 Exit Financing means, collectively, the Exit Revolver Facility, and all other 

indebtedness to be incurred by the Reorganized Debtors on or about the Effective Date as part 

of the Plan Funding. 

1.60 Exit Financing Agents means, collectively, the Exit Revolver Facility Agent 

and any other facility agent or indenture trustee acting in such capacity under the Exit 

Financing Documents. 

1.61 Exit Financing Documents means, collectively, the Exit Revolver Facility 

Documents and all other agreements, indentures, documents, and instruments delivered or 

entered into pursuant to or in connection with the Exit Financing (including any guarantee 

agreements and collateral documentation) (in each case, as amended, supplemented, restated, 

or otherwise modified from time to time). 

1.62 Exit Financing Lenders means, collectively, the Exit Revolver Facility 

Lenders and all other lenders or holders (as applicable) under the Exit Financing Documents. 

1.63 Exit Financing Term Sheets means those certain term sheets that shall be 

included in the Plan Supplement that set forth the principal terms of the Exit Financing. 

1.64 Exit Revolver Facility means any revolving loan facility provided to the 

Reorganized Utility or Reorganized HoldCo, pursuant to the Exit Revolver Facility 

Documents, including the Exit Revolver Facility Credit Agreement, as contemplated by, and 

which shall be consistent with, the Exit Financing Term Sheets. 

1.65 Exit Revolver Facility Agent means the administrative agent or collateral 

agent (if applicable) under the Exit Revolver Facility Credit Agreement, its successors, assigns, 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 13

of 84
9 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

or any replacement agent appointed pursuant to the terms of the Exit Revolver Facility 

Documents. 

1.66 Exit Revolver Facility Credit Agreement means the credit agreement 

providing for the Exit Revolver Facility, including all agreements, notes, instruments, and any 

other documents delivered pursuant thereto or in connection therewith (in each case, as 

amended, supplemented, restated, or otherwise modified from time to time), as contemplated 

by, and which shall be consistent with, the Exit Financing Term Sheets.

1.67 Exit Revolver Facility Documents means, collectively, the Exit Revolver 

Facility Credit Agreement and all other agreements, documents, and instruments delivered or 

entered into pursuant thereto or in connection therewith (including any guarantee agreements 

and collateral documentation) (in each case, as amended, supplemented, restated, or otherwise 

modified from time to time), each of which shall be, to the extent applicable, consistent with 

the Exit Financing Term Sheets. 

1.68 Exit Revolver Facility Lenders means each person who on the Effective Date 

shall become a lender under the Exit Revolver Facility Documents. 

1.69 Federal Judgment Rate means the interest rate of 2.59% as provided under 28 

U.S.C. § 1961(a), calculated as of the Petition Date in accordance with In re Cardelucci, 285 

F.3d 1231 (9th Cir. 2002). 

1.70 Final Order means an order or judgment of the Bankruptcy Court entered by 

the Clerk of the Bankruptcy Court on the docket in the Chapter 11 Cases which has not been 

reversed, vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, or 

move for a new trial, reargument, or rehearing has expired and as to which no appeal, petition 

for certiorari, or other proceeding for a new trial, reargument, or rehearing shall then be 

pending, or (b) if an appeal, writ of certiorari, new trial, reargument, or rehearing thereof has 

been sought, such order or judgment of the Bankruptcy Court shall have been affirmed by the 

highest court to which such order was appealed, or certiorari shall have been denied, or a new 

trial, reargument, or rehearing shall have been denied or resulted in no modification of such 

order, and the time to take any further appeal, petition for certiorari, or move for a new trial, 

reargument, or rehearing shall have expired; provided, that no order or judgment shall fail to 

be a Final Order solely because of the possibility that a motion under Rule 60 of the Federal 

Rules of Civil Procedure has been or may be filed with respect to such order or judgment. The 

susceptibility of a Claim to a challenge under section 502(j) of the Bankruptcy Code shall not 

render a Final Order not a Final Order. 

1.71 Funded Debt Claims means, collectively, the HoldCo Funded Debt Claims

and the Utility Funded Debt Claims. 

1.72 Funded Debt Documents means, collectively, the HoldCo Revolver 

Documents, the HoldCo Term Loan Documents, the PC Bond Loan Documents, the PC Bond 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 14

of 84
10 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

LOC Documents, the Utility Revolver Documents, the Utility Term Loan Documents, and the 

Utility Senior Notes Documents.

1.73 Funded Debt Trustees means, collectively, the HoldCo Revolver Agent, the 

HoldCo Term Loan Agent, the Utility Revolver Agent, the Utility Term Loan Agent, and the 

Utility Senior Notes Trustee. 

1.74 General Unsecured Claim means any Claim, other than a DIP Facility Claim, 

Administrative Expense Claim, Professional Fee Claim, Priority Tax Claim, Other Secured 

Claim, Priority Non-Tax Claim, Funded Debt Claim, Workers’ Compensation Claim, 2001 

Utility Exchange Claim, Wildfire Claim, Ghost Ship Fire Claim, Intercompany Claim, or 

Subordinated Debt Claim, that is not entitled to priority under the Bankruptcy Code or any 

Final Order. General Unsecured Claims shall include any (a) Prepetition Executed Settlement 

Claim and (b) Claim for damages resulting from or otherwise based on the Debtors’ rejection 

of an executory contract or unexpired lease. 

1.75 Ghost Ship Fire means the fire known as the “Ghost Ship Fire” which occurred 

in Oakland, California on December 2, 2016.

1.76 Ghost Ship Fire Claim means any Claim related to or arising from the Ghost 

Ship Fire. 

1.77 Go-Forward Wildfire Fund means a long-term, state-wide fund established, 

pursuant to section 3292(a) of the California Public Utilities Code and the Wildfire Legislation 

(A.B. 1054), to pay for certain future wildfire obligations, the terms of which are set forth in 

the Wildfire Legislation (A.B. 1054).

1.78 Governmental Unit has the meaning set forth in section 101(27) of the 

Bankruptcy Code.

1.79 HoldCo means Debtor PG&E Corporation, a California corporation. 

1.80 HoldCo Common Interest means any HoldCo Interest which results or arises 

from the existing common stock of HoldCo, including any Claim against HoldCo subject to 

subordination pursuant to section 510(b) of the Bankruptcy Code arising from or related to 

such common stock. 

1.81 HoldCo Funded Debt Claims means, collectively, the HoldCo Revolver 

Claims and the HoldCo Term Loan Claims. 

1.82 HoldCo General Unsecured Claim means any General Unsecured Claim 

against HoldCo. 

1.83 HoldCo Ghost Ship Fire Claim means any Ghost Ship Fire Claim against 

HoldCo.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 15

of 84
11 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.84 HoldCo Intercompany Claim means any Intercompany Claim against 

HoldCo. 

1.85 HoldCo Interest means any Interest in HoldCo immediately prior to the 

Effective Date. 

1.86 HoldCo Other Interest means any HoldCo Interest that is not a HoldCo 

Common Interest. 

1.87 HoldCo Other Secured Claim means any Other Secured Claim against 

HoldCo. 

1.88 HoldCo Other Wildfire Claim means any Other Wildfire Claim against 

HoldCo.

1.89 HoldCo Priority Non-Tax Claim means any Priority Non-Tax Claim against 

HoldCo. 

1.90 HoldCo Public Entities Wildfire Claim means any Public Entities Wildfire 

Claim against HoldCo. 

1.91 HoldCo Revolver Agent means such entity or entities acting as administrative 

agent under the HoldCo Revolver Documents, and any of their respective successors, assigns, 

or replacement agents appointed pursuant to the terms of the HoldCo Revolver Documents.

1.92 HoldCo Revolver Claim means any Claim arising under, or related to, the 

HoldCo Revolver Documents. 

1.93 HoldCo Revolver Credit Agreement means that certain Second Amended and 

Restated Credit Agreement, dated as of April 27, 2015, by and among HoldCo, the HoldCo 

Revolver Agent, and the HoldCo Revolver Lenders, as amended, supplemented, restated, or 

otherwise modified from time to time.

1.94 HoldCo Revolver Documents means, collectively, the HoldCo Revolver 

Credit Agreement and all other “Loan Documents” (as defined therein), and all other 

agreements, documents, and instruments delivered or entered into pursuant thereto or entered 

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise 

modified from time to time).

1.95 HoldCo Revolver Lenders means the lenders under the HoldCo Revolver 

Credit Agreement and each other party that becomes a lender thereunder from time to time in 

accordance with the terms of the HoldCo Revolver Credit Agreement. 

1.96 HoldCo Subordinated Debt Claim means any Claim against HoldCo that is 

subject to subordination under section 510(b) of the Bankruptcy Code, including any Claim 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 16

of 84
12 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

for reimbursement, indemnification or contribution, but excluding any HoldCo Common 

Interest. 

1.97 HoldCo Subrogation Wildfire Claim means any Subrogation Wildfire Claim 

against HoldCo. 

1.98 HoldCo Term Loan Agent means Mizuho Bank, Ltd. solely in its capacity as 

administrative agent under the HoldCo Term Loan Documents, its successors, assigns, or any 

replacement agent appointed pursuant to the terms of the HoldCo Term Loan Documents.

1.99 HoldCo Term Loan Claim means any Claim arising under, or related to, the 

HoldCo Term Loan Documents. 

1.100 HoldCo Term Loan Credit Agreement means that certain Term Loan 

Agreement, dated as of April 16, 2018, by and among HoldCo, as borrower, the HoldCo Term 

Loan Agent, and the HoldCo Term Loan Lenders, as amended, supplemented, restated, or 

otherwise modified from time to time. 

1.101 HoldCo Term Loan Documents means, collectively, the HoldCo Term Loan 

Credit Agreement and all other “Loan Documents” (as defined therein), including all other 

agreements, documents, and instruments delivered or entered into pursuant thereto or entered 

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise 

modified from time to time).

1.102 HoldCo Term Loan Lenders means the lenders under the HoldCo Term Loan 

Credit Agreement and each other party that becomes a lender thereunder from time to time in 

accordance with the terms of the HoldCo Term Loan Credit Agreement. 

1.103 HoldCo Workers’ Compensation Claim means any Workers’ Compensation 

Claim against HoldCo. 

1.104 IBEW Collective Bargaining Agreements mean, collectively, the two (2) 

Collective Bargaining Agreements currently in place between the Utility and IBEW Local 

1245: (i) the IBEW Physical Agreement, and (ii) the IBEW Clerical Agreement. 

1.105 IBEW Local 1245 means Local Union No. 1245 of the International 

Brotherhood of Electrical Workers. 

1.106 Impaired means, with respect to a Claim, Interest, or Class of Claims or 

Interests, “impaired” within the meaning of sections 1123(a)(4) and 1124 of the Bankruptcy 

Code. 

1.107 Indemnification Obligation means each of the Debtors’ indemnification 

obligations existing or outstanding prior to the Effective Date, whether arising by statute, 

agreement, in the bylaws, certificates of incorporation or formation, limited liability company 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 17

of 84
13 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

agreements, other organizational or formation documents, board resolutions, management or 

indemnification agreements, or employment or other contracts, for their current and former 

directors, officers, managers, employees, attorneys, accountants, restructuring advisors, 

financial advisors, investment bankers, and other professionals and agents of the Debtors, as 

applicable. 

1.108 Insurance Policies means any insurance policy issued to any of the Debtors or 

under which the Debtors have sought or may seek coverage, including the D&O Liability 

Insurance Policies. 

1.109 Intercompany Claim means any Claim against a Debtor held by either another 

Debtor or by a non-Debtor affiliate which is controlled by a Debtor (excluding any Claims of 

an individual). 

1.110 Interest means (a) any equity security (as defined in section 101(16) of the 

Bankruptcy Code) of a Debtor, including all units, shares, common stock, preferred stock, 

partnership interests, or other instrument evidencing any fixed or contingent ownership interest 

in any Debtor, including any option, warrant, or other right, contractual or otherwise, to acquire 

any such interest in a Debtor, whether or not transferable and whether fully vested or vesting 

in the future, that existed immediately before the Effective Date and (b) any Claim against any 

Debtor subject to subordination pursuant to section 510(b) of the Bankruptcy Code arising 

from or related to any of the foregoing.

1.111 Interim Compensation Order means the Order Pursuant to 11 U.S.C. §§ 331 

and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim 

Compensation and Reimbursement of Expenses of Professionals [Docket No. 701]. 

1.112 Lien has the meaning set forth in section 101(37) of the Bankruptcy Code. 

1.113 Management Incentive Plan means the post-emergence management 

incentive plan for certain of the Reorganized Debtors’ employees on the terms set forth in the 

Management Incentive Plan Term Sheet that may be established and implemented at the 

discretion of the New Board on or after the Effective Date. 

1.114 Management Incentive Plan Term Sheet means that certain term sheet that 

sets forth the principal terms of the Management Incentive Plan. 

1.115 Mandatory Convertible Preferred Stock means mandatory convertible 

preferred stock of Reorganized HoldCo, which may be issued under the Plan on terms 

substantially consistent with the term sheet annexed hereto as Exhibit A.

1.116 New Board means, on and as of the Effective Date, the board of directors of 

Reorganized HoldCo, and the board of directors of the Reorganized Utility, as applicable. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 18

of 84
14 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.117 New HoldCo Common Stock means the common stock of HoldCo issued in 

connection with the implementation of the Plan. 

1.118 New Organizational Documents means, if applicable, the forms of articles of 

incorporation or other forms of organizational documents and bylaws, as applicable, of the 

Reorganized Debtors, substantially in the form included in the Plan Supplement and which 

shall be in form and substance acceptable to the Debtors.

1.119 Non-cash Recovery has the meaning set forth in Subrogation Claims RSA.

1.120 North Bay Public Entities means, collectively, (a) the City of Clearlake, a 

California municipal corporation duly organized and existing by virtue of the laws of the State 

of California; (b) the City of Napa, a California municipal corporation duly organized and 

existing by virtue of the laws of the State of California; (c) the City of Santa Rosa, a California 

municipal corporation duly organized and existing by virtue of the laws of the State of 

California; (d) the County of Lake, a general law county and political subdivision of the State 

of California duly organized and existing by virtue of the laws of the State of California; (e) 

Lake County Sanitation District, a sanitary district organized under the laws of the State of 

California; (f) the County of Mendocino, a general law county and political subdivision of the 

State of California, duly organized and existing by virtue of the laws of the State of California; 

(g) Napa County, a general law county and political subdivision of the State of California, duly 

organized and existing by virtue of the laws of the State of California; (h) the County of 

Nevada, a general law county and political subdivision of the State of California, duly 

organized and existing by virtue of the laws of the State of California; (i) the County of 

Sonoma, a general law county and political subdivision of the State of California, duly 

organized and existing by virtue of the laws of the State of California; (j) the Sonoma County 

Agricultural Preservation and Open Space District, a public agency formed pursuant to the 

Public Resources code sections 5500, et seq.; (k) Sonoma County Community Development 

Commission, a public and corporate entity pursuant to section 34110 of the California Health 

& Safety Code; (l) Sonoma County Water Agency, a public agency of the State of California; 

(m) Sonoma Valley County Sanitation District, a sanitary district organized under the laws of 

the State of California; and (n) the County of Yuba, a general law county and political 

subdivision of the State of California, duly organized and existing by virtue of the laws of the 

State of California.

1.121 Ordinary Course Professionals Order means the Order Pursuant to 11 

U.S.C. §§ 105(a), 327, 328, and 330 Authorizing the Debtors to Employ Professionals Used in 

the Ordinary Course of Business Nunc Pro Tunc to the Petition Date, dated February 28, 2019 

[Docket No. 707]. 

1.122 Other Secured Claim means a Secured Claim that is not a DIP Facility Claim 

or Priority Tax Claim. 

1.123 Other Wildfire Claim means any Wildfire Claim which is not a Public Entities 

Wildfire Claim or a Subrogation Wildfire Claim. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 19

of 84
15 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.124 Other Wildfire Claims Cap means $8.4 billion. 

1.125 Other Wildfire Claims Estimation Consideration means, at the option of the 

Reorganized Debtors, either (a) Cash, (b) wildfire victims recovery property created pursuant 

to the Wildfire Victim Recovery Bonds, or other securitized bonds, and the proceeds of such 

bonds (if applicable), (c) New HoldCo Common Stock, or (d) Mandatory Convertible 

Preferred Stock (if applicable) (or any combination of the foregoing) having an aggregate value 

equal to an amount to be estimated pursuant to the Other Wildfire Claims Estimation 

Proceeding. 

1.126 Other Wildfire Claims Estimation Proceeding means a proceeding or 

proceedings initiated in the Bankruptcy Court and/or District Court, which shall conclude prior 

to or at the Confirmation Hearing, pursuant to which the applicable court shall estimate the 

Debtors’ aggregate liability with respect to Other Wildfire Claims, for purposes of confirming 

and implementing the Plan.

1.127 Other Wildfire Claims Resolution Procedures means the procedures for the 

resolution, liquidation, and payment of Other Wildfire Claims by the Other Wildfire Trust, 

substantially in the form included in the Plan Supplement and described in the Disclosure 

Statement, which shall comply with Section 4.19(f)(ii) hereof. 

1.128 Other Wildfire Trust means one or more trusts established on the Effective 

Date, in accordance with Section 6.7 of the Plan, to administer, process, settle, resolve, 

liquidate, satisfy, and pay all Other Wildfire Claims. 

1.129 Other Wildfire Trust Advisory Board means the advisory board appointed 

by the board of directors of the Debtors or Reorganized Debtors, as applicable to oversee the 

Other Wildfire Trust in accordance with the Plan and the Other Wildfire Trust Agreement; 

provided that, in the event the Debtors intend that an Other Wildfire Trust will be funded (at 

least in part) through the issuance of tax-exempt bonds, the nature of the powers and 

responsibilities of the Other Wildfire Trust Advisory Board shall not impair the use of taxexempt financing. 

1.130 Other Wildfire Trust Agreement means that certain trust agreement or 

agreements by and among the Debtors, the Other Wildfire Trust, and the Other Wildfire 

Trustee, substantially in the form included in the Plan Supplement. 

1.131 Other Wildfire Trustee means the Person or Persons selected by the Debtors, 

subject to the approval of the Bankruptcy Court, and identified in the Plan Supplement, to serve 

as the trustee(s) of the Other Wildfire Trust, and any successor thereto, appointed pursuant to 

the Other Wildfire Trust Agreement; provided that, in the event the Debtors intend that an 

Other Wildfire Trust will be funded (at least in part) through the issuance of tax-exempt bonds, 

the identity of the Person or Persons to be selected to serve as the trustee of such Other Wildfire 

Trust shall not impair the use of tax-exempt financing.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 20

of 84
16 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.132 PC Bond Documents means, collectively, the PC Bond Loan Documents and

the PC Bond LOC Documents. 

1.133 PC Bond Loan Documents means each of the following loan agreements, as 

amended, supplemented, restated, or otherwise modified from time to time, (a) Loan 

Agreement between the California Infrastructure and Economic Development Bank and the 

Utility, dated August 1, 2009 (Series 2009 A); (b) Loan Agreement between the California 

Infrastructure and Economic Development Bank and the Utility, dated August 1, 2009 (Series 

2009 B); (c) Amended and Restated Loan Agreement between California Infrastructure and 

Economic Development Bank and the Utility, dated September 1, 2010 (Series 2008F); (d) 

Loan Agreement between the California Infrastructure and Economic Development Bank and 

the Utility, dated April 1, 2010 (Series 2010 E); (e) Loan Agreement between the California 

Pollution Control Financing Authority and the Utility, dated September 1, 1997 (1997 Series 

B-C); (f) First Supplemental Loan Agreement between the California Pollution Control 

Financing Authority and the Utility, dated December 1, 2003 (1997 Series B); (g) Loan 

Agreement between the California Pollution Control Financing Authority and the Utility, dated 

May 1, 1996 (1996 Series A-G); (h) First Supplemental Loan Agreement between the 

California Pollution Control Financing Authority and the Utility, dated July 1, 1998 (1996 

Series A-G); and (i) Third Supplemental Loan Agreement between the California Pollution 

Control Financing Authority and the Utility, dated December 1, 2003 (1996 Series C, E, F). 

1.134 PC Bond LOC Documents means each of the following reimbursement 

agreements, as assigned, amended, supplemented, restated, or otherwise modified from time 

to time: (a) Reimbursement Agreement (Series 2009A) between the Utility and Union Bank, 

N.A., dated June 5, 2014; (b) Reimbursement Agreement (Series 2009B) between the Utility 

and Union Bank, N.A., dated June 5, 2014; (c) Reimbursement Agreement between the Utility 

and Canadian Imperial Bank of Commerce, New York Branch relating to California Pollution 

Control Financing Authority Pollution Control Refunding Revenue Bonds (Pacific Gas and 

Electric Company) 1997 Series B, dated December 1, 2015; (d) Reimbursement Agreement 

between the Utility and Mizuho Bank Ltd. relating to California Pollution Control Financing 

Authority Pollution Control Refunding Revenue Bonds (Pacific Gas and Electric Company) 

1996 Series C, dated December 1, 2015; (e) Reimbursement Agreement between the Utility 

and Sumitomo Mitsui Banking Corporation relating to California Pollution Control Financing 

Authority Pollution Control Refunding Revenue Bonds (Pacific Gas and Electric Company) 

1996 Series E, dated December 1, 2015; and (f) Reimbursement Agreement between the Utility 

and TD Bank N.A. relating to California Pollution Control Financing Authority Pollution 

Control Refunding Revenue Bonds (Pacific Gas and Electric Company) 1996 Series F, dated 

December 1, 2015.

1.135 Person has the meaning set forth in section 101(41) of the Bankruptcy Code. 

1.136 Petition Date means January 29, 2019, the date on which the Debtors 

commenced the Chapter 11 Cases. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 21

of 84
17 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.137 Plan means this chapter 11 plan, as the same may be amended, supplemented, 

or modified from time to time in accordance with the provisions of the Bankruptcy Code and 

the terms hereof. 

1.138 Plan Document means any of the documents, other than this Plan, to be 

executed, delivered, assumed, or performed in connection with the occurrence of the Effective 

Date, including the documents to be included in the Plan Supplement, all of which shall be in 

form and substance as provided herein. 

1.139 Plan Funding means, collectively, (a) the proceeds from the incurrence of the 

Exit Financing and the Wildfire Victim Recovery Bonds or other securitized bonds (if 

applicable), (b) the proceeds of any Rights Offering, if implemented, (c) any other sources of 

funding used for distributions under the Plan, including from any underwritten primary or 

secondary equity offering, a direct equity investment, Mandatory Convertible Preferred Stock 

(if applicable), and/or other equity-linked securities, and (d) Cash on hand. For the avoidance 

of doubt, Plan Funding does not include any Claim that has been Reinstated pursuant to the 

Plan. 

1.140 Plan Supplement means the forms of certain documents effectuating the 

transactions contemplated herein, which documents shall be filed with the Clerk of the 

Bankruptcy Court no later than fourteen (14) days prior to the deadline set to file objections to 

the confirmation of the Plan, including, but not limited to: (a) the Schedule of Rejected 

Contracts; (b) the Wildfire Trust Agreements; (c) the New Organizational Documents (to the 

extent such New Organizational Documents reflect material changes from the Debtors’ 

existing organizational documents and bylaws); (d) to the extent known, information required 

to be disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code; (e) the Exit 

Financing Term Sheets; (f) if applicable, the Wildfire Victim Recovery Bonds Term Sheets;; 

and (g) the Other Wildfire Claims Resolution Procedures. Such documents shall be consistent 

with the terms hereof, provided, that, through the Effective Date, the Debtors shall have the 

right to amend, modify, or supplement documents contained in, and exhibits to, the Plan 

Supplement in accordance with the terms of the Plan. 

1.141 Prepetition Executed Settlement Claim means any liquidated Claim against 

a Debtor, other than a 2001 Utility Exchange Claim, arising from a binding award, agreement, 

or settlement fully effective prior to the Petition Date, which for the purposes of the Plan shall 

be Allowed in the amount set forth in the applicable award, agreement or settlement. 

1.142 Priority Non-Tax Claim means any Claim, other than an Administrative 

Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 

507(a)(3), (4), (5), (6), (7), or (9) of the Bankruptcy Code. 

1.143 Priority Tax Claim means any Claim of a Governmental Unit of the kind

entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy 

Code. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 22

of 84
18 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.144 Professional means an Entity, excluding those Entities entitled to 

compensation pursuant to the Ordinary Course Professionals Order that is retained pursuant to 

an order of the Bankruptcy Court in accordance with sections 327, 363, or 1103 of the 

Bankruptcy Code and to be compensated for services rendered pursuant to sections 327, 328, 

329, 330, 331, and 363 of the Bankruptcy Code. 

1.145 Professional Fee Claim means any Administrative Expense Claim for the 

compensation of a Professional and the reimbursement of expenses incurred by such 

Professional through and including the Effective Date to the extent such fees and expenses 

have not been paid pursuant to any Final Order (including, but not limited to, any fees of a 

Professional held back in accordance with the Interim Compensation Order or otherwise). To 

the extent the Bankruptcy Court denies or reduces by a Final Order any amount of a 

Professional’s requested fees and expenses (whether or not paid pursuant to an order granting 

interim allowance), then the amount by which such fees or expenses are reduced or denied 

shall reduce the applicable Professional Fee Claim.

1.146 Professional Fee Escrow Account means an interest-bearing account in an 

amount equal to the Professional Fee Reserve Amount and funded by the Debtors in Cash on 

the Effective Date, pursuant to Section 2.2(b) of the Plan. 

1.147 Professional Fee Reserve Amount means the total amount of Professional Fee 

Claims estimated in accordance with Section 2.2(c) of the Plan. 

1.148 Public Entities means, collectively, (a) the North Bay Public Entities; (b) the 

Town of Paradise; (c) the County of Butte; (d) the Paradise Park and Recreation District; (e) 

the County of Yuba; and (f) the Calaveras County Water District. 

1.149 Public Entities Operative Complaints means all complaints filed by the 

Public Entities in relation to the Wildfires, including the complaints filed in Calaveras County 

Water District v. PG&E, No. 34-2018-00238630 (Cal. Super. Ct. Sacramento Cty), the Public 

Entity Master Complaint filed in Judicial Council Coordination Proceeding No. 4853, Butte 

Fire Cases, No. JCCP 4853 (Cal. Super. Ct. Sacramento Cty.), City of Clearlake v. PG&E 

Corp. et al., No. CV419398 (Cal. Super. Ct. Lake Cty.), City of Napa v. PG&E Corp. et al., 

No. 19CV000148 (Cal. Super. Ct. Napa Cty.), City of Santa Rosa v. Pacific Gas and Electric 

Company, et al., No. SCV-262772 (Cal. Super. Ct. Sonoma Cty.), County of Lake v. PG&E 

Corp. et al., No. CV-419417 (Cal. Super. Ct. Lake Cty.), Mendocino County v. PG&E 

Corporation et al., No. SCUK-CVPO-18-70440 (Cal. Super. Ct. Mendocino Cty.), Napa 

County v. PG&E Corporation et al., No. 18CV000238 (Cal. Super. Ct. Napa Cty.), County of 

Nevada v. PG&E Corp. et al., No. CU19-083418 (Cal. Super. Ct. Nevada Cty.), County of 

Sonoma v. PG&E Corporation et al., No. SCV-262045 (Cal. Super. Ct. Sonoma Cty.), County 

of Yuba v. PG&E Corp. et al., No. CVCV19-00045 (Cal. Super. Ct. Yuba Cty.), the Public 

Entity Master Complaint filed in Judicial Council Coordination Proceeding No. 4955 

(California North Bay Fire Cases, No. JCCP 4955 (Cal. Super. Ct. San Francisco Cty.), Butte 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 23

of 84
19 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

County v. PG&E Corp et al., No. 19CV00151 (Cal. Super. Ct. Butte Cty.) and Town of 

Paradise v. PG&E Corporation et al., No. 19CV00259 (Cal. Super. Ct. Butte Cty.). 

1.150 Public Entities Plan Support Agreements means the Plan Support 

Agreements as to Plan Treatment of Public Entities’ Wildfire Claims, each dated June 18, 

2019, by and between the Debtors and the Public Entities. 

1.151 Public Entities Releasing Parties means the Public Entities and any 

subsidiary, affiliate, department, agency, political subdivision, or instrumentality thereof.

1.152 Public Entities Segregated Defense Fund means a segregated fund 

established for the benefit of the Public Entities in the amount of $10 million, which funds 

shall be used by the Reorganized Debtors solely to reimburse the Public Entities for any and 

all legal fees and costs associated with the defense or resolution of any Public Entities Third 

Party Claims against a Public Entity, in accordance with the Public Entities Plan Support 

Agreements. 

1.153 Public Entities Settlement Distribution Protocol means the $1.0 billion in 

Cash, to be deposited in a trust account and distributed in accordance with the Plan and the 

Public Entities Plan Support Agreements, to satisfy the Public Entities Wildfire Claims. 

1.154 Public Entities Third Party Claims means any past, present, or future Claim 

held by entities or individuals other than the Debtors or the Public Entities against the Public 

Entities that in any way arises out of or relates to the Wildfires, including but not limited to 

any Claim held by individual plaintiffs or subrogated insurance carriers against the Public 

Entities for personal injuries, property damage, reimbursement of insurance payments, and/or 

wrongful death that in any way arises out of or relates to the Wildfires.

1.155 Public Entities Wildfire Claim means any Wildfire Claim against the Debtors, 

including any Claim pleaded or asserted or that could have been pleaded or asserted based on 

the factual allegations set forth in the Public Entities Operative Complaints or that were filed 

or could be filed by the Public Entities in connection with the Chapter 11 Cases whether arising 

under California law or any other applicable law of the United States (state or federal) or any 

other jurisdiction, in each case whether such claims are absolute or contingent, direct or 

indirect, known or unknown, foreseen or unforeseen, in contract, tort or in equity, under any 

theory of law. 

1.156 PX means the California Power Exchange Corporation. 

1.157 Reinstatement means (a) leaving unaltered the legal, equitable, and contractual 

rights to which a Claim or Interest entitles the holder of such Claim or Interest in accordance 

with section 1124 of the Bankruptcy Code, or (b) if applicable under section 1124 of the 

Bankruptcy Code: (i) curing all prepetition and postpetition defaults other than defaults 

relating to the insolvency or financial condition of the applicable Debtor or its status as a debtor 

under the Bankruptcy Code; (ii) reinstating the maturity date of the Claim; (iii) compensating 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 24

of 84
20 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

the holder of such Claim for damages incurred as a result of its reasonable reliance on a 

contractual provision or such applicable law allowing the Claim’s acceleration; and (iv) not 

otherwise altering the legal, equitable or contractual rights to which the Claim entitles the 

holder thereof, and Claims are Reinstated when the requirements for Reinstatement have been 

met by Debtors. 

1.158 Released Parties means, collectively, and in each case in their capacities as 

such: (a) the Debtors and Reorganized Debtors; (b) the DIP Facility Agents; (c) the DIP 

Facility Lenders; (d) the Exit Financing Agents; (e) the Exit Financing Lenders; (f) the 

Backstop Parties; (g) the Public Entities Releasing Parties; (h) the Consenting Creditors (solely 

in their capacity as holders of Subrogation Wildfire Claims); and (i) with respect to each of the 

foregoing entities (a) through (h), such entities’ predecessors, successors, assigns, subsidiaries, 

affiliates, managed accounts and funds, current and former officers and directors, principals, 

equity holders, members, partners, managers, employees, subcontractors, agents, advisory 

board members, restructuring advisors, financial advisors, attorneys, accountants, investment 

bankers, consultants, representatives, management companies, fund advisors (and employees 

thereof), and other professionals, and such entities’ respective heirs, executors, estates, 

servants, and nominees, in each case in their capacity as such. 

1.159 Releasing Parties means, collectively, and, in each case, in their capacities as 

such: (a) the Debtors; (b) the Reorganized Debtors, (c) any holder of a Claim that is 

Unimpaired under the Plan that does not file a timely objection to the releases provided for in 

Section 10.9(b) of the Plan; (d) any holder of a Claim (i) who votes to accept or reject the Plan, 

or (ii) whose vote to accept or reject the Plan is solicited but that does not vote either to accept 

or to reject the Plan and, in each case, does not indicate on a duly completed ballot submitted 

on or before the Voting Deadline that such holder opts out of granting the releases set forth in 

Section 10.9(b) of the Plan; (e) the DIP Facility Agents; (f) the DIP Facility Lenders; (g) the 

Exit Financing Agents; (h) the Exit Financing Lenders; (i) the Funded Debt Trustees; (j) the 

HoldCo Revolver Lenders; (k) the HoldCo Term Loan Lenders; (l) the Utility Revolver 

Lenders; (m) the Utility Term Loan Lenders; (n) the holders of Utility Senior Notes Claims; 

(o) the Public Entities Releasing Parties; (p) the Statutory Committees; (q) the Backstop 

Parties; (r) the Consenting Creditors; and (s) with respect to each of the foregoing entities (a) 

through (r), such entities’ predecessors, successors, assigns, subsidiaries, affiliates, managed 

accounts and funds, current and former officers and directors, principals, equity holders, 

members, partners, managers, employees, subcontractors, agents, advisory board members, 

restructuring advisors, financial advisors, attorneys, accountants, investment bankers, 

consultants, representatives, management companies, fund advisors (and employees thereof), 

and other professionals, and such entities’ respective heirs, executors, estates, servants, and 

nominees, in each case in their capacity as such. 

1.160 Reorganized Debtors means each of the Debtors, or any successor thereto, as 

reorganized, pursuant to and under the Plan, on the Effective Date. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 25

of 84
21 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.161 Reorganized HoldCo means HoldCo as reorganized, pursuant to and under the 

Plan, on the Effective Date. 

1.162 Reorganized Utility means the Utility as reorganized, pursuant to and under 

the Plan, on the Effective Date. 

1.163 Restructuring means the restructuring of the Debtors, the principal terms of 

which are set forth in the Plan, the Plan Documents and the Plan Supplement. 

1.164 Restructuring Transactions has the meaning set forth in Section 6.2(a) of the

Plan. 

1.165 Rights Offering means, if implemented, an offering pursuant to which each 

Eligible Offeree is entitled to receive subscription rights to acquire shares of New HoldCo 

Common Stock in accordance with the Plan, the Rights Offering Procedures, and the Backstop 

Commitment Letters. 

1.166 Requisite Consenting Creditors has the meaning set forth in Subrogation 

Claims RSA.

1.167 Rights Offering Procedures means, if applicable, the procedures governing 

and for the implementation of the Rights Offering, as approved by the Bankruptcy Court.

1.168 Schedule of Rejected Contracts means the schedule of executory contracts 

and unexpired leases to be rejected by the Debtors pursuant to the Plan, to be filed as part of 

the Plan Supplement. 

1.169 Schedules means the schedules of assets and liabilities and the statements of 

financial affairs filed by the Debtors under section 521 of the Bankruptcy Code, Bankruptcy 

Rule 1007, and the Official Bankruptcy Forms of the Bankruptcy Rules as such schedules and 

statements have been or may be amended, supplemented, or modified from time to time. 

1.170 Secured Claim means any Claim secured by a Lien on property in which a 

Debtor’s estate has an interest or that is subject to setoff under section 553 of the Bankruptcy 

Code, to the extent of the value of the Claim holder’s interest in such estate’s interest in such 

property or to the extent of the amount subject to setoff, as applicable, as determined pursuant 

to sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code. 

1.171 Securities Act means the Securities Act of 1933, as amended from time to time. 

1.172 Security has the meaning set forth in section 101(49) of the Bankruptcy Code. 

1.173 Statutory Committees means collectively, the Creditors Committee and the 

Tort Claimants Committee. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 26

of 84
22 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.174 Subordinated Debt Claim means any HoldCo Subordinated Debt Claim and 

any Utility Subordinated Debt Claim. 

1.175 Subrogation Claims RSA means that certain Restructuring Support 

Agreement, dated as of September 22, 2019, by and among the Debtors and the Consenting 

Creditors (as defined therein), as amended, supplemented, restated, or otherwise modified from 

time to time, in accordance with its terms. 

1.176 Subrogation Claims RSA Approval Order means the order of the Bankruptcy 

Court, dated [●], 2019, approving the Subrogation Claims RSA and the Allowance of the 

Utility Subrogation Wildfire Claims as provided therein [Docket No. [●]]. 

1.177 Subrogation Wildfire Claim means any Wildfire Claim (other than a Wildfire 

Claim arising from the Butte Fire (2015)) that arises from subrogation (whether such 

subrogation is contractual, equitable, or statutory), assignment (whether such assignment is 

contractual, equitable, or statutory), or otherwise in connection with payments made or to be 

made by the applicable insurer to insured tort victims, including attorneys’ fees, and whether 

arising as a matter of state or federal law, including, without limitation, under section 509 of 

the Bankruptcy Code. For the avoidance of doubt, Subrogation Wildfire Claims shall include 

both “Paid” and “Reserved” claims, each as defined in the Subrogation Claims RSA. 

1.178 Subrogation Wildfire Claim Allocation Agreement means the agreement 

entered into by and among certain holders of Subrogation Wildfire Claims, and which 

describes the procedures for the payment of Subrogation Wildfire Claims by the Subrogation 

Wildfire Trust, consistent with the terms of the Subrogation Claims RSA. 

1.179 Subrogation Wildfire Trust means one or more trusts established on the 

Effective Date, in accordance with Section 6.4 of the Plan, to administer, process, settle, 

resolve, liquidate, satisfy and pay all Subrogation Wildfire Claims. 

1.180 Subrogation Wildfire Trust Advisory Board means the advisory board 

appointed by the holders of Subrogation Wildfire Claims in accordance with the Subrogation 

Wildfire Claim Allocation Agreement to oversee the Subrogation Wildfire Trust in accordance 

with the Plan, the Subrogation Wildfire Trust Agreement, and the Subrogation Wildfire Claim 

Allocation Agreement. 

1.181 Subrogation Wildfire Trust Agreement means that certain trust agreement or 

agreements substantially in the form included in the Plan Supplement, which shall be in form 

and substance satisfactory to the Ad Hoc Subrogation Group (as defined in the Subrogation 

Claims RSA) in accordance with the Subrogation Wildfire Claim Allocation Agreement, and 

the Debtors (whose consent will not be unreasonably withheld). 

1.182 Subrogation Wildfire Trustee means the Person selected by the holders of 

Subrogation Wildfire Claims in accordance with the Subrogation Wildfire Claim Allocation 

Agreement to serve as the trustee or trustees of the Subrogation Wildfire Trust, and any 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 27

of 84
23 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

successor thereto, in each case, appointed pursuant to the Subrogation Wildfire Trust 

Agreement; provided that, in the event the Debtors intend that a Subrogation Wildfire Trust 

will be funded (at least in part) through the issuance of tax-exempt bonds, the identity of the 

Person or Persons to be selected to serve as the trustee of such Subrogation Wildfire Trust shall 

not impair the use of tax-exempt financing.

1.183 Tax Code means title 26 of the United States Code, as amended from time to 

time. 

1.184 Tort Claimants Committee means the official committee of tort claimants 

appointed by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of the 

Bankruptcy Code. 

1.185 Trading Order means the Final Order Pursuant to Sections 105(a) and 362 of 

the Bankruptcy Code Establishing (1) Notification Procedures and Certain Restrictions 

Regarding Ownership and Acquisitions of Stock of the Debtors and (2) a Record Date 

Regarding the Ownership of Claims Against the Debtors with Respect to Certain Notification 

and Sell-Down Procedures and Requirements, dated March 27, 2019 [Docket No. 1094]. 

1.186 U.S. Trustee means Andrew S. Vara, Acting United States Trustee for Region 

3, or such other person appointed to serve as the United States Trustee in respect of the Chapter 

11 Cases. 

1.187 Unimpaired means, with respect to a Claim, Interest, or Class of Claims or 

Interests, not “impaired” within the meaning of section 1124 of the Bankruptcy Code. 

1.188 Utility means Debtor Pacific Gas and Electric Company, a California 

corporation. 

1.189 Utility Common Interest means any Interest in the Utility that is not a Utility 

Preferred Interest. 

1.190 Utility Funded Debt Claim means any Claim arising under, or related to, the 

Utility Funded Debt Documents.

1.191 Utility Funded Debt Documents means, collectively, the (i) Utility Revolver 

Documents, (ii) Utility Term Loan Documents, (iii) Utility Senior Notes Documents, and (iv) 

PC Bond Documents. 

1.192 Utility General Unsecured Claim means any General Unsecured Claim 

against the Utility. 

1.193 Utility Ghost Ship Fire Claim means any Ghost Ship Fire Claim against the 

Utility.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 28

of 84
24 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.194 Utility Intercompany Claim means any Intercompany Claim against the 

Utility.

1.195 Utility Letters of Credit means any letters of credit issued by a Utility 

Revolver Lender pursuant to the Utility Revolver Documents. 

1.196 Utility Other Secured Claim means any Other Secured Claim against the 

Utility. 

1.197 Utility Other Wildfire Claim means any Other Wildfire Claim against the 

Utility.

1.198 Utility Preferred Interest means any Interest in the Utility which results or

arises from preferred stock issued by the Utility. 

1.199 Utility Priority Non-Tax Claim means any Priority Non-Tax Claim against 

the Utility. 

1.200 Utility Public Entities Wildfire Claim means any Public Entities Wildfire 

Claim against the Utility. 

1.201 Utility Revolver Agent means Citibank, N.A., solely in its capacity as 

administrative agent under the Utility Revolver Documents, its successors, assigns, or any 

replacement agent appointed pursuant to the terms of the Utility Revolver Documents. 

1.202 Utility Revolver Credit Agreement means that certain Second Amended and 

Restated Credit Agreement, dated as of April 27, 2015, by and among Utility, the Utility 

Revolver Agent, and the Utility Revolver Lenders, as amended, supplemented, restated, or 

otherwise modified from time to time. 

1.203 Utility Revolver Documents means, collectively, the Utility Revolver Credit 

Agreement and all other “Loan Documents” (as defined therein), including all other 

agreements, documents, and instruments delivered or entered into pursuant thereto or entered 

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise 

modified from time to time). 

1.204 Utility Revolver Lenders means the lenders under the Utility Revolver Credit 

Agreement and each other party that becomes a lender thereunder from time to time in 

accordance with the terms of the Utility Revolver Credit Agreement. 

1.205 Utility Senior Notes means, collectively, the following series of notes issued 

by the Utility pursuant to the Utility Senior Notes Indentures: (a) 3.50% Senior Notes due 

October 1, 2020; (b) 3.50% Senior Notes due October 1, 2020; (c) 4.25% Senior Notes due 

May 15, 2021; (d) 3.25% Senior Notes due September 15, 2021; (e) 2.45% Senior Notes due 

August 15, 2022; (f) 3.25% Senior Notes due June 15, 2023; (g) 4.25% Senior Notes due 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 29

of 84
25 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

August 1, 2023; (h) 3.85% Senior Notes due November 15, 2023; (i) 3.75% Senior Notes due 

February 15, 2024; (j) 3.40% Senior Notes due August 15, 2024; (k) 3.50% Senior Notes due 

June 15, 2025; (l) 3.50% Senior Notes due June 15, 2025, (m) 2.95% Senior Notes due March 

1, 2026; (n) 3.30% Senior Notes due March 15, 2027; (o) 3.30% Senior Notes due December 

1, 2027; (p) 4.65% Senior Notes due August 1, 2028; (q) 6.05% Senior Notes due March 1, 

2034; (r) 5.80% Senior Notes due March 1, 2037; (s) 5.80% Senior Notes due March 1, 2037; 

(t) 6.35% Senior Notes due February 15, 2038; (u) 6.25% Senior Notes due March 1, 2039; 

(v) 5.40% Senior Notes due January 15, 2040; (w) 5.40% Senior Notes due January 15, 2040; 

(x) 4.50% Senior Notes due December 15, 2041; (y) 4.45% Senior Notes due April 15, 2042; 

(z) 3.75% Senior Notes due August 15, 2042; (aa) 4.60% Senior Notes due June 15, 2043; (bb) 

5.125% Senior Notes due November 15, 2043; (cc) 4.75% Senior Notes due February 15, 

2044; (dd) 4.75% Senior Notes due February 15, 2044; (ee) 4.30% Senior Notes due March 

15, 2045; (ff) 4.30% Senior Notes due March 15, 2045; (gg) 4.25% Senior Notes due March 

15, 2046; (hh) 4.00% Senior Notes due December 1, 2046; (ii) 4.00% Senior Notes due 

December 1, 2046; and (jj) 3.95% Senior Notes due December 1, 2047. 

1.206 Utility Senior Notes Claim means any Claim arising under, or related to, the 

Utility Senior Notes Documents. 

1.207 Utility Senior Notes Documents means, collectively, the Utility Senior Notes 

Indentures, the Utility Senior Notes, and all other agreements, documents, and instruments 

delivered or entered into pursuant thereto or entered into in connection therewith (in each case, 

as amended, restated, modified, or supplemented from time to time). 

1.208 Utility Senior Notes Indentures means, the following senior notes indentures, 

between the Utility, as issuer, and the Utility Senior Notes Trustee, governing the Utility Senior 

Notes, including all agreements, notes, instruments, and any other documents delivered 

pursuant thereto or in connection therewith (in each case, as amended, supplemented, restated, 

or otherwise modified from time to time): (a) Amended and Restated Indenture, dated as of 

April 22, 2005; (b) First Supplemental Indenture, dated as of March 13, 2007 – Supplement to 

the Amended and Restated Indenture dated as of April 22, 2005; (c) Third Supplemental 

Indenture, dated as of March 3, 2008 – Supplement to the Amended and Restated Indenture, 

dated as of April 22, 2005; (d) Sixth Supplemental Indenture, dated as of March 6, 2009 – 

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (e) Seventh 

Supplemental Indenture, dated as of June 11, 2009 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005 (f) Eighth Supplemental Indenture dated as of November 

18, 2009 – Supplement to the Amended and Restated Indenture dated as of April 22, 2005; (g) 

Ninth Supplemental Indenture, dated as of April 1, 2010 – Supplement to the Amended and 

Restated Indenture, dated as of April 22, 2005; (h) Tenth Supplemental Indenture, dated as of 

September 15, 2010 – Supplement to the Amended and Restated Indenture, dated as of April 

22, 2005; (i) Twelfth Supplemental Indenture, dated as of November 18, 2010 – Supplement 

to the Amended and Restated Indenture, dated as of April 22, 2005; (j) Thirteenth 

Supplemental Indenture dated as of May 13, 2011 – Supplement to the Amended and Restated 

Indenture dated as of April 22, 2005; (k) Fourteenth Supplemental Indenture dated as of 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 30

of 84
26 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

September 12, 2011 – Supplement to the Amended and Restated Indenture dated as of April 

22, 2005; (l) Sixteenth Supplemental Indenture, dated as of December 1, 2011 – Supplement 

to the Amended and Restated Indenture, dated as of April 22, 2005; (m) Seventeenth 

Supplemental Indenture, dated as of April 16, 2012 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (n) Eighteenth Supplemental Indenture, dated as of 

August 16, 2012 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (o) Nineteenth Supplemental Indenture, dated as of June 14, 2013 – Supplement to the 

Amended and Restated Indenture, dated as of April 22, 2005; (p) Twentieth Supplemental 

Indenture, dated as of November 12, 2013 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (q) Twenty-First Supplemental Indenture, dated as of 

February 21, 2014 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (r) Twenty-Third Supplemental Indenture, dated as of August 18, 2014 – Supplement to 

the Amended and Restated Indenture, dated as of April 22, 2005; (s) Twenty-Fourth 

Supplemental Indenture, dated as of November 6, 2014 – Supplement to the Amended and 

Restated Indenture, dated as of April 22, 2005; (t) Twenty-Fifth Supplemental Indenture, dated 

as of June 12, 2015 – Supplement to the Amended and Restated Indenture, dated as of April 

22, 2005; (u) Twenty-Sixth Supplemental Indenture, dated as of November 5, 2015 – 

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (v) TwentySeventh Supplemental Indenture, dated as of March 1, 2016 – Supplement to the Amended 

and Restated Indenture, dated as of April 22, 2005; (w) Twenty-Eighth Supplemental 

Indenture, dated as of December 1, 2016 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (x) Twenty-Ninth Supplemental Indenture, dated as of 

March 10, 2017 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (y) Indenture, dated as of November 29, 2017; (z) Indenture, dated as of August 6, 2018; 

and (aa) First Supplemental Indenture dated as of August 6, 2018 – Supplement to the 

Indenture, dated as of August 6, 2018;

1.209 Utility Senior Notes Trustee means, as applicable, The Bank of New York 

Mellon Trust Company, N.A., or BOKF, N.A. solely in their capacity as indenture trustee or 

successor indenture trustee under the Utility Senior Notes Indentures for the applicable Utility 

Senior Notes, and their successors and assigns. 

1.210 Utility Subordinated Debt Claim means any Claim against the Utility that is 

subject to subordination under section 510(b) of the Bankruptcy Code, including any Claim 

for reimbursement, indemnification or contribution.

1.211 Utility Subrogation Wildfire Claim means any Subrogation Wildfire Claim 

against the Utility. 

1.212 Utility Term Loan Agent means The Bank of Tokyo- Mitsubishi UFJ, Ltd., 

solely in its capacity as administrative agent under the Utility Term Loan Documents, its 

successors, assigns, or any replacement agent appointed pursuant to the terms of the Utility 

Term Loan Documents.

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 31

of 84
27 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

1.213 Utility Term Loan Credit Agreement means that certain Term Loan 

Agreement, dated as of February 23, 2018, by and among the Utility as borrower, the Utility 

Term Loan Agent, and the Utility Term Loan Lenders, as amended, supplemented, restated, or 

otherwise modified from time to time. 

1.214 Utility Term Loan Documents means, collectively, the Utility Term Loan 

Credit Agreement and all other “Loan Documents” (as defined therein), including all other 

agreements, documents, and instruments delivered or entered into pursuant thereto or entered 

into in connection therewith (in each case, as amended, supplemented, restated, or otherwise 

modified from time to time). 

1.215 Utility Term Loan Lenders means the lenders under the Utility Term Loan 

Credit Agreement and each other party that becomes a lender thereunder from time to time in 

accordance with the terms of the Utility Term Loan Credit Agreement. 

1.216 Utility Workers’ Compensation Claim means any Claim against the Utility 

by an employee of the Utility for the payment of workers’ compensation benefits under 

applicable law. 

1.217 Voting Deadline means the date set by the Bankruptcy Court by which all 

completed Ballots must be received. 

1.218 Wildfire Assistance Program means the Wildfire Assistance Program 

established and administered pursuant to the Wildfire Assistance Program Orders. 

1.219 Wildfire Assistance Program Orders means, collectively, the Order 

Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with 

Alternative Living Expenses and Other Urgent Needs and (b) Granting Related Relief, dated 

May 24, 2019 [Docket No. 2223], the Supplemental Order (a) Approving Appointment of 

Administrator and Establishing Guidelines for the Wildfire Assistance Program and (b) 

Granting Related Relief, dated June 5, 2019 [Docket No. 2409], and the Order (a) Establishing 

Qualified Settlement Fund for the Wildfire Assistance Program and (b) Authorizing QSF 

Administrator, dated July 17, 2019 [Docket No. 3026]. 

1.220 Wildfire Claim means any past, present or future Claim in any way relating to 

the Wildfires, including, but not limited to, any Claim resulting from the Wildfires for (a) 

general and/or specific damages, including any Claim for personal injury, wrongful death, 

emotional distress and similar claims, pavement fatigue, damage to culverts, ecosystem service 

losses, municipal budget adjustments/reallocation, lost revenue and tax impacts, local share of 

reimbursed fire clean-up costs, future estimated infrastructure costs, water service losses, lost 

landfill capacity, costs related to unmet housing (e.g., housing market impact due to the 

Wildfires and adjustments for increased homeless population), and/or hazard mitigation costs 

(including, watershed restoration and hazardous tree removal expenses); (b) damages for 

repair, depreciation and/or replacement of damaged, destroyed, and/or lost personal and/or real 

property; (c) damages for loss of the use, benefit, goodwill, and enjoyment of real and/or 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 32

of 84
28 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

personal property; (d) damages for loss of wages, earning capacity and/or business profits 

and/or any related displacement expenses; (e) economic losses; (f) damages for wrongful 

injuries to timber, trees, or underwood under California Civil Code § 3346; (g) damages for 

injuries to trees under California Code of Civil Procedure § 733; (h) punitive and exemplary 

damages under California Civil Code §§ 733 and 3294, California Public Utilities Code § 2106, 

or otherwise, (i) restitution; (j) fines or penalties; (k) any and all costs of suit, including all 

attorneys’ fees and expenses, expert fees, and related costs, including all attorneys and other 

fees under any theory of inverse condemnation; (l) for prejudgment interest fees; (m) other 

litigation costs stemming from the Wildfires; and (n) declaratory and/or injunctive relief. For 

avoidance of doubt and without prejudice to the Debtors’ right to object to any such Claim, 

“Wildfire Claim” shall not include any (x) Claim for substantial contribution under section 

503(b) of the Bankruptcy Code, (y) Ghost Ship Fire Claim, or (z) any Subordinated Debt Claim 

and HoldCo Common Interest. 

1.221 Wildfire Insurance Policy means any Insurance Policy that was issued or 

allegedly issued that does or may afford the Debtors rights, benefits, indemnity, or insurance 

coverage with respect to any Wildfire Claim. 

1.222 Wildfire Insurance Proceeds means any proceeds received by the Debtors 

under a Wildfire Insurance Policy.

1.223 Wildfire Legislation (A.B. 1054) means A.B. 1054, 2019 Assemb. (Cal. 2019). 

1.224 Wildfires means the wildfires that occurred in Northern California, listed on 

Exhibit B annexed hereto. 

1.225 Wildfire Trust Agreements means, collectively, the Subrogation Wildfire 

Trust Agreement and the Other Wildfire Trust Agreement. 

1.226 Wildfire Trusts means, collectively, the Subrogation Wildfire Trust and the 

Other Wildfire Trust.

1.227 Wildfire Victim Recovery Bonds means, if applicable, the bonds to be issued 

by a California State government special purpose entity and/or a subsidiary of the Reorganized 

Debtors pursuant to the Wildfire Victim Recovery Bonds Documents. 

1.228 Wildfire Victim Recovery Bonds Documents means, collectively, all 

agreements, documents, and instruments delivered or entered into pursuant to or in connection 

with the Wildfire Victim Recovery Bonds (in each case, as amended, supplemented, restated, 

or otherwise modified from time to time), each of which shall be, to the extent applicable, 

consistent with the Wildfire Victim Recovery Bonds Term Sheets, and the Wildfire Victim 

Recovery Bonds Legislation. 

1.229 Wildfire Victim Recovery Bonds Legislation means any legislation or related 

guidance enacted by the State of California or the CPUC providing for the right to impose 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 33

of 84
29 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Wildfire Victim Recovery Charges that would serve as security for the Wildfire Victim 

Recovery Bonds. 

1.230 Wildfire Victim Recovery Bonds Term Sheets means those certain term 

sheets that, if applicable, shall be included in the Plan Supplement that set forth the principal 

terms of the Wildfire Victim Recovery Bonds. 

1.231 Wildfire Victim Recovery Charges means nonbypassable securitization 

charges on a dedicated rate component imposed on the retail electric customers of the Utility. 

1.232 Workers’ Compensation Claims means, collectively, the HoldCo Workers’ 

Compensation Claims and the Utility Workers’ Compensation Claims.

INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION. 

For purposes herein: (a) the words “herein,” “hereof,” “hereto,” “hereunder,” and other words 

of similar import refer to the Plan as a whole and not to any particular section, subsection, or clause 

contained therein; (b) in the appropriate context, each term, whether stated in the singular or the plural, 

shall include both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter 

gender shall include the masculine, feminine, and the neuter gender; (c) except as otherwise provided,

any reference herein to a contract, lease, instrument, release, indenture, or other agreement or 

document being in a particular form or on particular terms and conditions means that the referenced 

document shall be substantially in that form or substantially on those terms and conditions; (d) the 

words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, 

and shall be deemed to be followed by the words “without limitation;” (e) a term used herein that is 

not defined herein or by cross reference shall have the meaning assigned to that term in the Bankruptcy 

Code; (f) the rules of construction contained in section 102 of the Bankruptcy Code shall apply to the

Plan; (g) the headings in the Plan are for convenience of reference only and shall not limit or otherwise 

affect the provisions hereof; (h) in the event that a particular term of the Plan (including any exhibits 

or schedules hereto) conflicts with a particular term of the definitive documentation required to be 

implemented pursuant to the terms of the Plan or any settlement or other agreement contemplated 

hereunder, the definitive documentation shall control and shall be binding on the parties thereto; (i)

except as otherwise provided, any reference herein to an existing document or exhibit having been 

filed or to be filed shall mean that document or exhibit, as it may thereafter be amended, restated, 

supplemented, or otherwise modified in accordance with the terms of the Plan; (j) any effectuating 

provisions may be interpreted by the Reorganized Debtors in a manner consistent with the overall 

purpose and intent of the Plan, all without further notice to or action, order, or approval of the court 

or any other entity, and such interpretation shall control in all respects; (k) except as otherwise 

provided, any reference to the Effective Date shall mean the Effective Date or as soon as reasonably 

practicable thereafter; and (l) any docket number references in the Plan shall refer to the docket number 

of any document filed with the Bankruptcy Court in the Chapter 11 Cases. 

CERTAIN CONSENT RIGHTS. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 34

of 84
30 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Notwithstanding anything in the Plan to the contrary, and without limiting the Debtors’ 

fiduciary duties, any and all consent rights of any party set forth in the Public Entities Plan Support 

Agreements, the Backstop Commitment Letters, the Subrogation Claims RSA, or any other plan 

support agreement that the Debtors hereafter enter into with any other parties with respect to the form 

and substance of this Plan, the Plan Supplement, the Plan Documents, including any amendments, 

restatements, supplements, or other modifications to such documents, and any consents, waivers, or 

other deviations under or from any such documents, shall be incorporated herein by this reference 

(including to the applicable definitions in Article I hereof) and fully enforceable as if stated in full 

herein until such time as the Public Entities Plan Support Agreements, the Backstop Commitment 

Letters, the Subrogation Claims RSA, or, as applicable, such other plan support agreements, are 

terminated in accordance with their terms. 

ARTICLE II. 

ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS AND OTHER 

UNCLASSIFIED CLAIMS 

2.1 Administrative Expense Claims. In full and final satisfaction, settlement, 

release, and discharge of any Allowed Administrative Expense Claim against a Debtor, except to the 

extent the Debtors or Reorganized Debtors, as applicable, and a holder of an Allowed Administrative 

Expense Claim against a Debtor agrees to a less favorable treatment of such Administrative Expense 

Claim, on the Effective Date or as soon as reasonably practicable thereafter, each holder of an Allowed 

Administrative Expense Claim shall receive, in full and final satisfaction, settlement, and discharge of 

such Allowed Administrative Expense Claim, an amount in Cash equal to the Allowed amount of such 

Administrative Expense Claim; provided that any Allowed Administrative Expense Claim that is not 

due and payable prior to the Effective Date, shall be paid by the Debtors or the Reorganized Debtors, 

as applicable, in the ordinary course of business, consistent with past practice and in accordance with 

the terms and subject to the conditions of any orders or agreements governing, instruments evidencing,

or other documents establishing, such liabilities. 

2.2 Professional Fee Claims. 

(a) All final requests for the payment of Professional Fee Claims against a Debtor, 

including any Professional Fee Claim incurred during the period from the Petition Date through and 

including the Effective Date, must be filed and served on the Reorganized Debtors no later than sixty 

(60) days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy 

Court after notice and a hearing in accordance with the procedures established by the Bankruptcy 

Code, the Interim Compensation Order, and any other prior orders of the Bankruptcy Court regarding 

the payment of Professionals in the Chapter 11 Cases, and once approved by the Bankruptcy Court, 

promptly paid in Cash in the Allowed amount from the Professional Fee Escrow Account. If the 

Professional Fee Escrow Account is insufficient to fund the full Allowed amount of all Professional 

Fee Claims, remaining unpaid Allowed Professional Fee Claims will be allocated among and paid in 

full in Cash directly by the Reorganized Debtors. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 35

of 84
31 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Prior to the Effective Date, the Debtors shall establish and fund the Professional 

Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. Such funds shall not 

be considered property of the estates of the Debtors or the Reorganized Debtors. Any amounts 

remaining in the Professional Fee Escrow Account after payment in full of all Allowed Professional 

Fee Claims shall promptly be paid to the Reorganized Debtors without any further action or order of 

the Bankruptcy Court. 

(c) No later than ten (10) Business Days prior to the Effective Date, each 

Professional shall provide the restructuring advisors for the Debtors with an estimate of its unpaid 

Professional Fee Claims incurred in rendering services to the Debtors or their estates before and as of 

the Effective Date; provided, that such estimate shall not be deemed to limit the amount of fees and 

expenses that are the subject of the Professional’s final request for payment of its Professional Fee 

Claims whether from the Professional Fee Escrow Account or, if insufficient, from the Reorganized 

Debtors. If a Professional does not timely provide an estimate as set forth above, the Debtors or 

Reorganized Debtors shall estimate the unpaid and unbilled fees and expenses of such Professional 

for purposes of funding the Professional Fee Escrow Account. The total amount of Professional Fee 

Claims estimated pursuant to this Section shall comprise the Professional Fee Reserve Amount. The 

Professional Fee Reserve Amount, as well as the return of any excess funds in the Professional Fee 

Escrow Account after all Allowed Professional Fee Claims have been paid in full, shall be allocated 

to the applicable Debtor for whose benefit such Professional Fees Claims were incurred. 

(d) Except as otherwise specifically provided in the Plan, from and after the 

Effective Date, the Reorganized Debtors shall, in the ordinary course of business and without any 

further notice to or action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and 

documented legal, professional, or other fees and expenses incurred by the Debtors. Upon the 

Effective Date, any requirement that Professionals comply with sections 327 through 331, 363, and 

1103 of the Bankruptcy Code in seeking retention or compensation for services rendered after such 

date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the 

ordinary course of business without any further notice to or action, order, or approval of the 

Bankruptcy Court. 

2.3 DIP Facility Claims. In full and final satisfaction, settlement, release, and 

discharge of the Allowed DIP Facility Claims against the Debtors (subject to the last sentence of this

Section 2.3), on the Effective Date, such Allowed DIP Facility Claims shall be paid in full in Cash by

the Debtors in the Allowed amount of such DIP Facility Claims and all commitments under the DIP 

Facility Documents shall terminate. On the Effective Date, any DIP Letters of Credit outstanding shall 

be replaced, returned to the issuing DIP Facility Lender, or collateralized with cash or backstopped 

with new letters of credit in accordance with the terms of the applicable DIP Letter of Credit and the

DIP Facility Documents. Upon the indefeasible payment or satisfaction in full in Cash of the DIP 

Facility Claims (other than any DIP Facility Claims based on the Debtors’ contingent obligations 

under the DIP Facility Documents not yet due and payable), the termination of all commitments 

thereunder, and the replacement, return, collateralization or backstop of all outstanding DIP Letters of 

Credit in accordance with the terms of this Plan, on the Effective Date, all Liens granted to secure such 

obligations automatically shall be terminated and of no further force and effect. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 36

of 84
32 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

2.4 Priority Tax Claims. In full and final satisfaction, settlement, release, and 

discharge of any Allowed Priority Tax Claim against a Debtor, except to the extent that the Debtors 

or Reorganized Debtors, as applicable, and a holder of an Allowed Priority Tax Claim agree to a less 

favorable treatment of such Claim, each holder of an Allowed Priority Tax Claim shall receive, at the 

option of the Debtors or Reorganized Debtors, (a) Cash in an amount equal to such Allowed Priority 

Tax Claim on the Effective Date or as soon as reasonably practicable thereafter, or (b) Cash, in equal

semi-annual installments and continuing over a period not exceeding five (5) years from and after the 

Petition Date, together with interest accrued thereon at the applicable nonbankruptcy rate, which as to 

any Allowed Priority Tax Claim of the Internal Revenue Service on behalf of the United States shall 

be the applicable rate specified by the Tax Code, as of the Confirmation Date, applied pursuant to 

section 511 of the Bankruptcy Code, subject to the sole option of the Reorganized Debtors to prepay 

the entire amount of the Allowed Priority Tax Claim. Any Allowed Priority Tax Claim that is not due 

and payable on or before the Effective Date shall be paid in the ordinary course of business as such 

obligation becomes due. 

ARTICLE III. 

CLASSIFICATION OF CLAIMS AND INTERESTS 

3.1 Classification in General. A Claim or Interest is placed in a particular Class 

for all purposes, including voting, confirmation, and distribution under the Plan and under sections 

1122 and 1123(a)(1) of the Bankruptcy Code; provided that a Claim or Interest is placed in a particular 

Class for the purpose of receiving distributions pursuant to the Plan only to the extent that such Claim 

or Interest is an Allowed Claim or Allowed Interest in that Class and such Allowed Claim or Allowed 

Interest has not been satisfied, released, or otherwise settled prior to the Effective Date. 

3.2 Summary of Classification. 

(a) The following table designates the Classes of Claims against, and Interests in, 

the Debtors and specifies which of those Classes are (i) Impaired or Unimpaired by the Plan, 

(ii) entitled to vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy 

Code, and (iii) presumed to accept or deemed to reject the Plan. In accordance with section 1123(a)(1) 

of the Bankruptcy Code, Administrative Expense Claims and Priority Tax Claims have not been 

classified. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 37

of 84
33 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Class Designation Impairment Entitled to Vote 

Claims Against and Interests in HoldCo 

Class 1A HoldCo Other Secured Claims Unimpaired No (presumed to accept) 

 Class 2A HoldCo Priority Non-Tax Claims Unimpaired No (presumed to accept) 

Class 3A HoldCo Funded Debt Claims Unimpaired No (presumed to accept) 

Class 4A HoldCo General Unsecured Claims Unimpaired No (presumed to accept) 

Class 5A-I HoldCo Public Entities Wildfire Claims Impaired Yes 

Class 5A-II HoldCo Subrogation Wildfire Claims Impaired Yes 

Class 5A-III HoldCo Other Wildfire Claims Impaired Yes 

Class 5A-IV HoldCo Ghost Ship Fire Claims Unimpaired No (presumed to accept) 

Class 6A HoldCo Workers’ Compensation Claims Unimpaired No (presumed to accept) 

Class 7A HoldCo Intercompany Claims Unimpaired No (presumed to accept) 

Class 8A HoldCo Subordinated Debt Claims Unimpaired No (presumed to accept) 

Class 9A HoldCo Common Interests Impaired Yes 

Class 10A HoldCo Other Interests Unimpaired No (presumed to accept) 

Claims Against and Interests in the Utility 

Class 1B Utility Other Secured Claims Unimpaired No (presumed to accept) 

Class 2B Utility Priority Non-Tax Claims Unimpaired No (presumed to accept) 

Class 3B Utility Funded Debt Claims Unimpaired No (presumed to accept) 

Class 4B Utility General Unsecured Claims Unimpaired No (presumed to accept) 

Class 5B-I Utility Public Entities Wildfire Claims Impaired Yes 

Class 5B-II Utility Subrogation Wildfire Claims Impaired Yes 

Class 5B-III Utility Other Wildfire Claims Impaired Yes 

Class 5B-IV Utility Ghost Ship Fire Claims Unimpaired No (presumed to accept) 

Class 6B Utility Workers’ Compensation Claims Unimpaired No (presumed to accept) 

Class 7B 2001 Utility Exchange Claims Unimpaired No (presumed to accept) 

Class 8B Utility Intercompany Claims Unimpaired No (presumed to accept) 

Class 9B Utility Subordinated Debt Claims Unimpaired No (presumed to accept) 

Class 10B Utility Preferred Interests Unimpaired No (presumed to accept) 

Class 11B Utility Common Interests Unimpaired No (presumed to accept) 

3.3 Separate Classification of Other Secured Claims. Each Other Secured 

Claim, to the extent secured by a Lien on Collateral different from the Collateral securing another 

Other Secured Claim, shall be treated as being in a separate sub-Class for the purposes of receiving 

distributions under this Plan. 

3.4 Nonconsensual Confirmation. In the event any impaired Class of Claims or 

Interests entitled to vote on the Plan does not accept the Plan by the requisite statutory majority under 

section 1126(c) of the Bankruptcy Code, then the Debtors reserve the right to undertake to have the 

Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy Code. 

3.5 Debtors’ Rights in Respect of Unimpaired Claims. Except as otherwise 

provided in this Plan, nothing under this Plan shall affect the rights of the Reorganized Debtors in 

respect of any Claim that is not “impaired” (within the meaning of such term in section 1124 of the 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 38

of 84
34 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Bankruptcy Code), including all rights in respect of legal and equitable defenses to, or setoffs or 

recoupments against, any such Claim. 

ARTICLE IV. 

TREATMENT OF CLAIMS AND INTERESTS 

4.1 Class 1A – HoldCo Other Secured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed HoldCo Other Secured Claim, except to the extent that the Debtors or Reorganized 

Debtors, as applicable, and a holder of an Allowed HoldCo Other Secured Claim agree to a less 

favorable treatment of such Claim, each holder of an Allowed HoldCo Other Secured Claim shall, at 

the option of the Debtors or Reorganized Debtors, (i) retain its HoldCo Other Secured Claim and the 

Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim, including 

the payment of any interest due and payable under section 506(b) of the Bankruptcy Code, on the 

Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of such 

Allowed HoldCo Other Secured Claim in any other manner that is necessary to satisfy the 

requirements of section 1124 of the Bankruptcy Code. In the event a HoldCo Other Secured Claim is 

treated under clause (ii) of this Section 4.1(a), the Liens securing such Other Secured Claim shall be

deemed released immediately upon payment. 

(b) Impairment and Voting: The HoldCo Other Secured Claims are Unimpaired, 

and the holders of HoldCo Other Secured Claims are presumed to have accepted the Plan. 

4.2 Class 2A – HoldCo Priority Non-Tax Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed HoldCo Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized 

Debtors, as applicable, and a holder of an Allowed HoldCo Priority Non-Tax Claim agree to a less 

favorable treatment of such Claim, each holder of an Allowed HoldCo Priority Non-Tax Claim shall 

receive, at the option of the Debtors or Reorganized Debtors, as applicable (i) Cash in an amount equal 

to such Allowed HoldCo Priority Non-Tax Claim, including interest through the Effective Date 

calculated at the Federal Judgment Rate, payable on the Effective Date or as soon as reasonably 

practicable thereafter, or (ii) such other treatment consistent with the provisions of section 1129(a)(9) 

of the Bankruptcy Code.. 

(b) Impairment and Voting: The HoldCo Priority Non-Tax Claims are 

Unimpaired, and the holders of HoldCo Priority Non-Tax Claims are presumed to have accepted the 

Plan. 

4.3 Class 3A: HoldCo Funded Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed HoldCo Funded Debt Claim, except to the extent that the Debtors or Reorganized 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 39

of 84
35 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Debtors, as applicable, and a holder of an Allowed HoldCo Funded Debt Claim agree to a less 

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed HoldCo Funded Debt Claim shall receive Cash in an amount 

equal to (i) the principal amount outstanding as of the Petition Date of such holder’s HoldCo Funded 

Debt Claim plus all accrued and unpaid interest owed as of the Petition Date at the non-default contract 

rate plus (ii) all interest accrued from the Petition Date through the Effective Date at the Federal 

Judgment Rate. 

(b) Impairment and Voting: The HoldCo Funded Debt Claims are Unimpaired, 

and the holders of HoldCo Funded Debt Claims are presumed to have accepted the Plan. 

4.4 Class 4A: HoldCo General Unsecured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed HoldCo General Unsecured Claim, except to the extent that the Debtors or the 

Reorganized Debtors, as applicable, and a holder of an Allowed HoldCo General Unsecured Claim 

agree to a less favorable treatment of such Claim, on the Effective Date or as soon as reasonably 

practicable thereafter, each holder of an Allowed HoldCo General Unsecured Claim shall receive Cash 

in an amount equal to such holder’s Allowed HoldCo General Unsecured Claim. The Allowed amount 

of any HoldCo General Unsecured Claim shall include all interest accrued from the Petition Date 

through the Effective Date at the Federal Judgment Rate. 

(b) Impairment and Voting: The HoldCo General Unsecured Claims are 

Unimpaired, and holders of HoldCo General Unsecured Claims are presumed to have accepted the 

Plan. 

4.5 Class 5A-I – HoldCo Public Entities Wildfire Claims. 

(a) Treatment: On the Effective Date, all HoldCo Public Entities Wildfire Claims 

shall be deemed satisfied, settled, released and discharged through the treatment provided to Utility 

Public Entities Wildfire Claims. HoldCo Public Entities Wildfire Claims shall be satisfied solely from 

the Cash amount of $1.0 billion and the Public Entities Segregated Defense Fund, as described in 

section 4.18(a) of the Plan. 

(b) Impairment and Voting: The HoldCo Public Entities Wildfire Claims are 

Impaired, and holders of HoldCo Public Entities Wildfire Claims are entitled to vote to accept or reject 

the Plan. 

4.6 Class 5A-II – HoldCo Subrogation Wildfire Claims. 

(a) Treatment: On the Effective Date, all HoldCo Subrogation Wildfire Claims 

shall be deemed satisfied, settled, released and discharged through the treatment provided to Utility 

Subrogation Wildfire Claims. Pursuant to the Channeling Injunction, each holder of a HoldCo 

Subrogation Wildfire Claim shall have its Claim permanently channeled to the Subrogation Wildfire 

Trust, and such Claim shall be asserted exclusively against the Subrogation Wildfire Trust in 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 40

of 84
36 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their respective 

assets and properties. 

(b) Impairment and Voting: The HoldCo Subrogation Wildfire Claims are 

Impaired, and holders of HoldCo Subrogation Wildfire Claims are entitled to vote to accept or reject 

the Plan. 

4.7 Class 5A-III – HoldCo Other Wildfire Claims. 

(a) Treatment: On the Effective Date, all HoldCo Other Wildfire Claims shall be 

deemed satisfied, settled, released and discharged through the treatment provided to Utility Other 

Wildfire Claims. Pursuant to the Channeling Injunction, each holder of a HoldCo Other Wildfire 

Claim shall have its Claim permanently channeled to the Other Wildfire Trust, and such Claim shall 

be asserted exclusively against the Other Wildfire Trust in accordance with its terms, with no recourse 

to the Debtors, the Reorganized Debtors, or their respective assets and properties. 

(b) Impairment and Voting: The HoldCo Other Wildfire Claims are Impaired, and 

holders of HoldCo Other Wildfire Claims are entitled to vote to accept or reject the Plan. 

4.8 Class 5A-IV – HoldCo Ghost Ship Fire Claims. 

(a) Treatment: On and after the Effective Date, each holder of a HoldCo Ghost Ship 

Fire Claim shall be entitled to pursue its Claim against Reorganized HoldCo as if the Chapter 11 Cases

had not commenced. 

(b) Impairment and Voting: The HoldCo Ghost Ship Fire Claims are Unimpaired, 

and the holders of HoldCo Ghost Ship Fire Claims are presumed to have accepted the Plan. 

4.9 Class 6A – HoldCo Workers’ Compensation Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a HoldCo Workers’ 

Compensation Claim shall be entitled to pursue its Claim against Reorganized HoldCo as if the 

Chapter 11 Cases had not been commenced. 

(b) Impairment and Voting: The HoldCo Workers’ Compensation Claims are 

Unimpaired, and holders of HoldCo Workers’ Compensation Claims are presumed to have accepted 

the Plan. 

4.10 Class 7A – HoldCo Intercompany Claims. 

(a) Treatment: On the Effective Date, all Allowed HoldCo Intercompany Claims 

shall either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or (ii) 

Reinstated, in each case as determined in the sole discretion of the Debtors or the Reorganized Debtors, 

as applicable. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 41

of 84
37 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Impairment and Voting: The HoldCo Intercompany Claims are Unimpaired, 

and the holders of HoldCo Intercompany Claims are presumed to have accepted the Plan. 

4.11 Class 8A – HoldCo Subordinated Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any HoldCo Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized 

Debtors, as applicable, and a holder of an Allowed HoldCo Subordinated Debt Claim agree to a less 

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed HoldCo Subordinated Debt Claim shall receive Cash in an 

amount equal to such holder’s Allowed HoldCo Subordinated Debt Claim. 

(b) Impairment and Voting: The HoldCo Subordinated Debt Claims are 

Unimpaired, and the holders of HoldCo Subordinated Debt Claims are presumed to have accepted the 

Plan. 

4.12 Class 9A – HoldCo Common Interests. 

(a) Treatment: On the Effective Date, subject to the New Organizational 

Documents, each holder of a HoldCo Common Interest shall retain such Interest subject to dilution 

from any New HoldCo Common Stock, or securities linked to New HoldCo Common Stock, issued 

pursuant to the Plan and, if applicable, shall receive a pro rata distribution of any subscription rights 

to be distributed to holders of HoldCo Common Interests in connection with a Rights Offering. 

(b) Impairment and Voting: The HoldCo Common Interests are Impaired, and the 

holders of HoldCo Common Interests are entitled to vote to accept or reject the Plan. 

4.13 Class 10A – HoldCo Other Interests. 

(a) Treatment: On the Effective Date, each holder of a HoldCo Other Interest shall 

have such holder’s HoldCo Other Interest Reinstated. 

(b) Impairment and Voting: The HoldCo Other Interests are Unimpaired, and the 

holders of HoldCo Other Interests are presumed to have accepted the Plan. 

4.14 Class 1B – Utility Other Secured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed Utility Other Secured Claim, except to the extent that the Debtors or Reorganized 

Debtors, as applicable, and a holder of an Allowed Utility Other Secured Claim agree to a less 

favorable treatment of such Claim, each holder of an Allowed Utility Other Secured Claim shall, at 

the option of the Debtors or Reorganized Debtors, (i) retain its Utility Other Secured Claim and the 

Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim, including 

the payment of any interest due and payable under section 506(b) of the Bankruptcy Code, on the 

Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of such 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 42

of 84
38 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Allowed Utility Other Secured Claim in any other manner that is necessary to satisfy the requirements 

of section 1124 of the Bankruptcy Code. In the event a Utility Other Secured Claim is treated under 

clause (ii) of this Section 4.14(a), the Liens securing such Other Secured Claim shall be deemed 

released immediately upon payment. 

(b) Impairment and Voting: The Utility Other Secured Claims are Unimpaired, 

and the holders of Utility Other Secured Claims are presumed to have accepted the Plan. 

4.15 Class 2B – Utility Priority Non-Tax Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed Utility Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized 

Debtors, as applicable, and a holder of an Allowed Utility Priority Non-Tax Claim agree to a less 

favorable treatment of such Claim, each holder of an Allowed Utility Priority Non-Tax Claim shall 

receive, at the option of the Debtors or the Reorganized Debtors, as applicable (i) Cash in an amount 

equal to such Allowed Utility Priority Non-Tax Claim, including interest through the Effective Date 

calculated at the Federal Judgment Rate, payable on the Effective Date or as soon as reasonably 

practicable thereafter, or (ii) such other treatment consistent with the provisions of section 1129(a)(9) 

of the Bankruptcy Code. 

(b) Impairment and Voting: The Utility Priority Non-Tax Claims are Unimpaired, 

and the holders of Utility Priority Non-Tax Claims are presumed to have accepted the Plan. 

4.16 Class 3B: Utility Funded Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed Utility Funded Debt Claim, except to the extent that the Debtors or Reorganized Debtors, 

as applicable, and a holder of an Allowed Utility Funded Debt Claim agree to a less favorable treatment 

of such Claim, on the Effective Date or as soon as reasonably practicable thereafter, each holder of an 

Allowed Utility Funded Debt Claim shall receive Cash in an amount equal to (i) the principal amount 

outstanding as of the Petition Date of such holder’s Utility Funded Debt Claim plus all accrued and 

unpaid interest owed as of the Petition Date at the non-default contract rate plus (ii) all interest accrued 

from the Petition Date through the Effective Date at the Federal Judgment Rate. The Debtors believe 

that under the documents governing the Utility Funded Debt Claims and applicable law, no makewhole or similar amounts are payable upon payment of the Utility Funded Debt Claims. Accordingly, 

the Allowed amount of any Utility Funded Debt Claim shall not include any Claim for make-whole 

or similar amounts. Notwithstanding the foregoing, if it is determined that any holder of a Utility 

Funded Debt Claim is entitled to payment of a make-whole or similar amount or that postpetition 

interest is payable at a rate other than the Federal Judgment Rate, the treatment of such Claim shall be 

modified in a manner to render the Claim Unimpaired. 

On the Effective Date, any Utility Letters of Credit outstanding shall be 

replaced, returned to the issuing Utility Revolver Lender, or collateralized with cash or new letters of 

credit in accordance with the terms of the applicable Utility Letter of Credit and the Utility Revolver 

Documents. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 43

of 84
39 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Impairment and Voting: The Utility Funded Debt Claims are Unimpaired, and 

the holders of Utility Funded Debt Claims are presumed to have accepted the Plan. 

4.17 Class 4B: Utility General Unsecured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Allowed Utility General Unsecured Claim, except to the extent that the Debtors or Reorganized 

Debtors, as applicable, and a holder of an Allowed Utility General Unsecured Claim agree to a less 

favorable treatment of such Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed Utility General Unsecured Claim shall receive Cash in an amount 

equal to such holder’s Allowed Utility General Unsecured Claim. The Allowed amount of any Utility 

General Unsecured Claim shall reflect all interest accrued from the Petition Date through the Effective 

Date at the Federal Judgment Rate. 

(b) Impairment and Voting: The Utility General Unsecured Claims are 

Unimpaired, and the holders of Utility General Unsecured Claims are presumed to have accepted the 

Plan. 

4.18 Class 5B-I – Utility Public Entities Wildfire Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

all Allowed Utility Public Entities Wildfire Claims, on the Effective Date, or as soon as reasonably 

practicable thereafter, but in no event later than thirty (30) days after the Effective Date, the Public 

Entities shall receive an aggregate Cash amount of $1.0 billion, as provided in the Public Entities Plan 

Support Agreements, to be distributed in accordance with the Public Entities Settlement Distribution 

Protocol. The Reorganized Debtors shall also establish the Public Entities Segregated Defense Fund, 

in accordance with the terms of the Public Entities Plan Support Agreements. Utility Public Entities 

Wildfire Claims shall be satisfied solely from the Cash amount of $1.0 billion and the Public Entities

Segregated Defense Fund, as described above. 

(b) Impairment and Voting: The Utility Public Entities Wildfire Claims are 

Impaired, and holders of the Utility Public Entities Wildfire Claims are entitled to vote to accept or

reject the Plan. 

4.19 Class 5B-II – Utility Subrogation Wildfire Claims. 

The Utility Subrogation Wildfire Claims shall be treated as follows: 

(a) Allowance: For purposes of this Plan, and in accordance with the Subrogation 

Claims RSA Approval Order, the Utility Subrogation Wildfire Claims shall be settled and Allowed in 

the aggregate amount of $11 billion. 

(b) Treatment: On the Effective Date or as soon as reasonably practicable 

thereafter, the Reorganized Debtors shall fund the Subrogation Wildfire Trust with Cash in the amount 

of $11 billion. No postpetition, and pre-Effective Date, interest shall be paid with respect to the Utility 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 44

of 84
40 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Subrogation Wildfire Claims as Allowed pursuant to the immediately preceding clause (a). All Utility 

Subrogation Wildfire Claims shall be satisfied solely from the assets funded to the Subrogation 

Wildfire Trust. The Plan may be amended prior to the entry of the Disclosure Statement Order in 

accordance with the Subrogation Claims RSA to replace a portion of the Cash consideration with 

Non-cash Recovery. 

(c) Professional Fees: On the Effective Date, the Reorganized Debtors shall pay 

the reasonable, documented, and contractual professional fees of the Ad Hoc Professionals (as such 

term is defined in the Subrogation Claims RSA) up to an aggregate amount of $55 million (inclusive 

of all such fees and expenses paid by the Debtors prior to the Effective Date, and which shall include

success fees, transaction fees or other similar fees). 

(d) Distributions and Discharge: Funding of the Subrogation Wildfire Trust as 

provided above shall be in full and final satisfaction, release, and discharge of all Utility Subrogation 

Wildfire Claims. Each holder of a Utility Subrogation Wildfire Claim that is party to the Subrogation

Wildfire Claim Allocation Agreement shall receive payment as determined in accordance with the 

Subrogation Wildfire Claim Allocation Agreement. Holders of Disputed Utility Subrogation Wildfire 

Claims as of the Effective Date shall not receive any payment unless and until such claims either are 

resolved consensually as between such holders and the Subrogation Wildfire Trustee or become 

Allowed Claims. 

(e) Channeling Injunction: On the Effective Date, the Debtors’ liability for all 

Utility Subrogation Wildfire Claims shall be fully assumed by, and be the sole responsibility of, the 

Subrogation Wildfire Trust, and all such Claims shall be satisfied solely from the assets of the 

Subrogation Wildfire Trust. Pursuant to the Channeling Injunction, each holder of a Utility 

Subrogation Wildfire Claim shall have its Claim permanently channeled to the Subrogation Wildfire 

Trust, and such Claim shall be asserted exclusively against the Subrogation Wildfire Trust in 

accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their respective 

assets and properties. 

(f) In accordance with the provisions of the Subrogation Claims RSA, the 

Confirmation Order shall contain the following findings and order: 

(i) the resolution of the Debtors’ insolvency proceeding provides funding 

or establishes reserves for, provides for assumption of, or otherwise provides for satisfying any 

prepetition wildfire claims asserted against the Debtors in the insolvency proceeding in the 

amounts agreed upon in any pre-insolvency proceeding settlement agreements or any postinsolvency settlement agreements, authorized by the court through an estimation process or 

otherwise allowed by the court, and 

(ii) any settlement or other agreement with any holder or holders of an Other 

Wildfire Claim that fixes the amount or terms for satisfaction of such Claim, including by a 

post-Effective Date trust established for the resolution and payment of such Claim, shall 

contain as a condition to payment or other distribution that the holder or holders of such Claim 

contemporaneously execute and deliver a release and waiver of any and all claims to the fullest 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 45

of 84
41 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

extent permitted by law against all parties in interest in the Chapter 11 Cases, including any 

potential made-whole claims against present and former holders of Subrogation Wildfire 

Claims, which release shall be in form and substance reasonably acceptable to the Debtors and 

the Requisite Consenting Creditors. 

(g) Impairment and Voting: The Utility Subrogation Wildfire Claims are Impaired, 

and holders of Utility Subrogation Wildfire Claims are entitled to vote to accept or reject the Plan. 

4.20 Class 5B-III – Utility Other Wildfire Claims. 

(a) Treatment: In accordance with the requirements of section 3292 of the Wildfire 

Legislation (A.B. 1054), on the Effective Date or as soon as reasonably practicable thereafter, the 

Reorganized Debtors shall establish and fund the Other Wildfire Trust with the Other Wildfire Claims 

Estimation Consideration. Utility Other Wildfire Claims shall be satisfied solely from the Other 

Wildfire Claims Estimation Consideration. 

(b) Funding of the Other Wildfire Trust as provided above shall be in full and final 

satisfaction, release, and discharge of all Utility Other Wildfire Claims. Each holder of a Utility Other 

Wildfire Claim shall receive payment as determined in accordance with the Other Wildfire Claims 

Resolution Procedures. 

(c) On the Effective Date, the Debtors’ liability for all Utility Other Wildfire 

Claims shall be fully assumed by, and be the sole responsibility of the Other Wildfire Trust, and all 

such Claims shall be satisfied solely from the assets of the Other Wildfire Trust. Pursuant to the 

Channeling Injunction, each holder of a Utility Other Wildfire Claim shall have its Claim permanently 

channeled to the Wildfire Trust, and such Claim shall be asserted exclusively against the Wildfire 

Trust in accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, or their

respective assets and properties. 

(d) It is a condition precedent to the occurrence of the Effective Date that the 

Debtors’ aggregate liability with respect to Other Wildfire Claims as determined pursuant to the Other

Wildfire Claims Estimation Proceeding shall not exceed the Other Wildfire Claims Cap. 

(e) Impairment and Voting: The Utility Other Wildfire Claims are Impaired, and 

holders of Utility Other Wildfire Claims are entitled to vote to accept or reject the Plan. 

4.21 Class 5B-IV – Utility Ghost Ship Fire Claims. 

(a) Treatment: On and after the Effective Date, each holder of a Utility Ghost Ship 

Fire Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the Chapter 11 

Cases had not commenced. 

(b) Impairment and Voting: The Utility Ghost Ship Fire Claims are Unimpaired, 

and the holders of Utility Ghost Ship Fire Claims are presumed to have accepted the Plan. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 46

of 84
42 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

4.22 Class 6B – Utility Workers’ Compensation Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a Utility Workers’ 

Compensation Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the 

Chapter 11 Cases had not been commenced. 

(b) Impairment and Voting: The Utility Workers’ Compensation Claims are 

Unimpaired, and holders of Utility Workers’ Compensation Claims are presumed to have accepted the 

Plan. 

4.23 Class 7B – 2001 Utility Exchange Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a 2001 Utility 

Exchange Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the Chapter

11 Cases had not been commenced. 

(b) Impairment and Voting: The 2001 Utility Exchange Claims are Unimpaired, 

and holders of 2001 Utility Exchange Claims are presumed to have accepted the Plan. 

4.24 Class 8B – Utility Intercompany Claims. 

(a) Treatment: On the Effective Date, all Allowed Utility Intercompany Claims 

shall either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or 

(ii) Reinstated, in each case as determined in the sole discretion of the Debtors or the Reorganized 

Debtors, as applicable.

(b) Impairment and Voting: The Utility Intercompany Claims are Unimpaired, and 

holders of Utility Intercompany Claims are presumed to have accepted the Plan.

4.25 Class 9B – Utility Subordinated Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of 

any Utility Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized Debtors,

as applicable, and a holder of an Allowed Utility Subordinated Debt Claim agree to a less favorable 

treatment of such Claim, on the Effective Date or as soon as reasonably practicable thereafter, each 

holder of an Allowed Utility Subordinated Debt Claim shall receive Cash in an amount equal to such 

holder’s Allowed Utility Subordinated Debt Claim. 

(b) Impairment and Voting: The Utility Subordinated Debt Claims are 

Unimpaired, and the holders of Utility Subordinated Debt Claims are presumed to have accepted the 

Plan. 

4.26 Class 10B – Utility Preferred Interests. 

(a) Treatment: On the Effective Date, all Utility Preferred Interests shall be 

Reinstated. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 47

of 84
43 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Impairment and Voting: The Utility Preferred Interests are Unimpaired, and 

holders of Utility Preferred Interests are presumed to have accepted the Plan. 

4.27 Class 11B – Utility Common Interests. 

(a) Treatment: On the Effective Date, all Utility Common Interests shall be 

Reinstated. 

(b) Impairment and Voting: The Utility Common Interests are Unimpaired, and 

the holders of Utility Common Interests are presumed to have accepted the Plan. 

ARTICLE V. 

PROVISIONS GOVERNING DISTRIBUTIONS 

5.1 Distributions Generally. Except as otherwise provided in the Plan, the 

Wildfire Trust Agreements, or the Claims Resolution Procedures the Disbursing Agent shall make all 

distributions to the appropriate holders of Allowed Claims, or such other persons designated by this 

Plan, in accordance with the terms of this Plan. 

5.2 Plan Funding. Except as otherwise provided in the Plan, the Wildfire Trust 

Agreements, or the Claims Resolution Procedures, distributions of Cash shall be funded from the 

proceeds of the Plan Funding or the Wildfire Insurance Proceeds as of the applicable date of such 

distribution as set forth herein. 

5.3 No Postpetition or Default Interest on Claims. Except as otherwise 

specifically provided for in this Plan or the Confirmation Order, or another order of the Bankruptcy 

Court or required by the Bankruptcy Code, postpetition and/or default interest shall not accrue or be 

paid on any Claims, and no holder of a Claim shall be entitled to interest accruing on such Claim on 

or after the Petition Date. Except as otherwise provided in the Plan, to the extent that a Disputed Claim 

becomes an Allowed Claim after the Effective Date, the holder of such Claim shall not be entitled to 

any interest that accrued thereon from and after the Effective Date. 

5.4 Date of Distributions. Unless otherwise provided in this Plan, the Wildfire 

Trust Agreements, or the Claims Resolution Procedures, any distributions and deliveries to be made 

under this Plan shall be made on the Effective Date or as soon as reasonably practicable thereafter; 

provided, that the Reorganized Debtors may implement periodic distribution dates to the extent they 

determine appropriate. Holders of Wildfire Claims subject to the Claims Resolution Procedures shall 

receive distributions in accordance with the applicable Claims Resolution Procedures. 

5.5 Distribution Record Date. Except as otherwise provided in the Wildfire Trust 

Agreements or the Claims Resolution Procedures, as of the close of business on the Distribution 

Record Date, the various lists of holders of Claims and Interests in each Class, as maintained by the 

Debtors or their agents, shall be deemed closed, and there shall be no further changes in the record 

holders of any Claims or Interests after the Distribution Record Date. None of the Debtors, the 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 48

of 84
44 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Reorganized Debtors, or the Disbursing Agent shall have any obligation to recognize any transfer of 

a Claim or Interest occurring after the close of business on the Distribution Record Date. In addition, 

with respect to payment of any Cure Amounts or disputes over any Cure Amounts, none of the 

Debtors, the Reorganized Debtors, or the Disbursing Agent shall have any obligation to recognize or 

deal with any party other than the non-Debtor party to the applicable executory contract or unexpired 

lease, even if such non-Debtor party has sold, assigned, or otherwise transferred its Claim for a Cure

Amount. 

5.6 Disbursing Agent. Except as otherwise provided in the Plan or the Wildfire 

Trust Agreements, all distributions under this Plan shall be made by the Disbursing Agent, on behalf 

of the applicable Debtor, on and after the Effective Date as provided herein. The Disbursing Agent 

shall not be required to give any bond or surety or other security for the performance of its duties. The 

Debtors or the Reorganized Debtors, as applicable, shall use commercially reasonable efforts to 

provide the Disbursing Agent (if other than the Reorganized Debtors) with the amounts of Claims and 

the identities and addresses of holders of Claims, in each case, as set forth in the Debtors’ or 

Reorganized Debtors’ books and records. The Debtors or the Reorganized Debtors, as applicable, 

shall cooperate in good faith with the Disbursing Agent (if other than the Reorganized Debtors) to 

comply with the reporting and withholding requirements outlined in Section 5.15 of this Plan. Wildfire 

Claims subject to the Channeling Injunction shall not be administered by the Disbursing Agent and 

shall instead be administered by the Wildfire Trusts. 

5.7 Delivery of Distributions. 

(a) Except as otherwise provided in the Plan, the Wildfire Trust Agreements, or the 

Claims Resolution Procedures, the Disbursing Agent will make the applicable distribution under this 

Plan and, subject to Bankruptcy Rule 9010, will make all distributions to any holder of an Allowed 

Claim as and when required by this Plan at: (i) the address of such holder on the books and records 

of the Debtors or their agents, (ii) the address in the most recent proof of claim filed by such holder, 

or (iii) the address in any written notice of address change delivered to the Debtors or the Disbursing 

Agent, including any addresses included on any transfers of Claim filed pursuant to Bankruptcy Rule 

3001. In the event that any distribution to any holder is returned as undeliverable, no distribution or 

payment to such holder shall be made unless and until the Disbursing Agent has been notified of the 

then current address of such holder, at which time or as soon thereafter as reasonably practicable, such 

distribution shall be made to such holder without interest. 

(b) The Disbursing Agent, with the Funded Debt Trustees’ cooperation, shall make 

any distributions on account of the Allowed Funded Debt Claims. The Funded Debt Trustees shall 

have no duties or responsibility relating to any form of distribution that is not DTC eligible and the

Disbursing Agent, the Debtors, or the Reorganized Debtors, as applicable, shall seek the cooperation 

of DTC so that any distribution on account of an Allowed Funded Debt Claim that is held in the name 

of, or by a nominee of, DTC, shall be made through the facilities of DTC on the Effective Date or as 

soon as practicable thereafter. The Reorganized Debtors shall reimburse the Funded Debt Trustees 

for any reasonable and documented fees and expenses (including the reasonable and documented fees 

and expenses of its counsel and agents) incurred after the Effective Date solely in connection with 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 49

of 84
45 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

actions explicitly requested by the Reorganized Debtors necessary for implementation of the Plan; 

provided, that, for the avoidance of doubt, nothing in the Plan or Confirmation Order shall be 

considered or construed as an explicit request by the Reorganized Debtors authorizing the incurrence 

of fees and expenses by the Funded Debt Trustees. 

5.8 Unclaimed Property. For distributions other than from the Wildfire Trusts, all 

distributions payable on account of Claims that are not deliverable, or have not responded to a request 

for information to make such delivery, and remain unclaimed shall be deemed unclaimed property 

under section 347(b) of the Bankruptcy Code and shall revert to the Reorganized Debtors or their 

successors or assigns one year from the later of (a) the Effective Date and (b) the date that is ten (10) 

Business Days after the date a Claim is first Allowed, and all claims of any other Entity (including the 

holder of a Claim in the same Class) to such distribution shall be discharged and forever barred. The

Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate any holder 

of an Allowed Claim other than by reviewing the Debtors’ books and records and filings with the 

Bankruptcy Court.

5.9 Satisfaction of Claims. Unless otherwise provided herein, any distributions 

and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final 

satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

5.10 Fractional Stock. No fractional shares or Interests of New HoldCo Common 

Stock shall be distributed. If any distributions of New HoldCo Common Stock pursuant to the Plan 

or the Plan Documents would result in the issuance of a fractional share or Interest of New HoldCo 

Common Stock, then the number of shares or Interests of New HoldCo Common Stock to be issued 

in respect of such distribution shall be calculated to one decimal place and rounded up or down to the

closest whole share or Interest (with a half share or Interest or greater rounded up and less than a half 

share or Interest rounded down). The total number of shares or Interests of New HoldCo Common 

Stock, as applicable, to be distributed in connection with the Plan shall be adjusted as necessary to 

account for the rounding provided for in this Section 5.10. No consideration shall be provided in lieu 

of fractional shares or Interests that are rounded down. Neither the Reorganized Debtors nor the 

Disbursing Agent shall have any obligation to make a distribution that is less than (1) share or Interest 

of New HoldCo Common Stock. Any New HoldCo Common Stock that is not distributed in 

accordance with this Section 5.10 shall be returned to, and ownership thereof shall vest in, Reorganized 

HoldCo.

5.11 Manner of Payment under Plan. Except as specifically provided herein, at 

the option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment to be made 

under this Plan may be made by check, ACH, wire transfer, or any other method agreed between the 

Debtors or Reorganized Debtors and the holder of the Claim.

5.12 No Distribution in Excess of Amount of Allowed Claim. Notwithstanding 

anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of such

Allowed Claim, distributions in excess of the Allowed amount of such Claim, except to the extent that 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 50

of 84
46 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

payment of postpetition interest on such Claim is specifically provided for by the Plan, the 

Confirmation Order, or another order of the Bankruptcy Court or required by the Bankruptcy Code. 

5.13 Setoffs and Recoupments. Each Debtor or Reorganized Debtor, as applicable,

or such Entity’s successor or designee, may, pursuant to section 553 of the Bankruptcy Code or 

applicable nonbankruptcy law, offset or recoup against any Allowed Claim and the distributions to be 

made pursuant to this Plan on account of such Allowed Claim any and all Claims, rights, and Causes 

of Action that such Debtor or Reorganized Debtor or its successors may hold against the holder of 

such Allowed Claim; provided, that neither the failure to effect a setoff or recoupment nor the 

allowance of any Claim hereunder will constitute a waiver or release by a Debtor or Reorganized 

Debtor or its successor of any Claims, rights, or Causes of Action that any such entity or it successor 

or designee may possess against such holder. 

5.14 Rights and Powers of Disbursing Agent. 

(a) The Disbursing Agent shall be empowered to: (i) effect all actions and execute 

all agreements, instruments, and other documents necessary to perform its duties under this Plan; 

(ii) make all applicable distributions or payments provided for under this Plan; (iii) employ 

professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers 

(A) as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any order 

issued after the Effective Date) or pursuant to this Plan or (B) as deemed by the Disbursing Agent to 

be necessary and proper to implement the provisions of this Plan. 

(b) To the extent the Disbursing Agent is an Entity other than a Debtor or 

Reorganized Debtor, except as otherwise ordered by the Bankruptcy Court, the amount of any 

reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date 

(including taxes) and any reasonable compensation and expense reimbursement Claims (including for 

reasonable attorneys’ and other professional fees and expenses) made by the Disbursing Agent shall 

be paid in Cash by the Reorganized Debtors. 

5.15 Withholding and Reporting Requirements. 

(a) In connection with this Plan and all distributions made hereunder, the 

Reorganized Debtors and the Disbursing Agent shall comply with all applicable withholding and 

reporting requirements imposed by any federal, state, local, or foreign taxing authority, and all 

distributions under this Plan shall be subject to any such withholding or reporting requirements. In 

the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold 

an appropriate portion of such distributed property and sell such withheld property to generate Cash 

necessary to pay over the withholding tax. Any amounts withheld pursuant to the preceding sentence 

shall be deemed to have been distributed to and received by the applicable recipient for all purposes 

of this Plan. 

(b) Notwithstanding the above, each holder of an Allowed Claim that is to receive 

a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and 

payment of any tax obligations imposed on such holder by any federal, state, local, or foreign taxing 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 51

of 84
47 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

authority, including income, withholding, and other tax obligations, on account of such distribution. 

The Reorganized Debtors and the Disbursing Agent have the right, but not the obligation, to not make 

a distribution until such holder has made arrangements satisfactory to any issuing or disbursing party

for payment of any such tax obligations. 

(c) The Reorganized Debtors and the Disbursing Agent may require, as a condition 

to receipt of a distribution, that the holder of an Allowed Claim provide any information necessary to

allow the distributing party to comply with any such withholding and reporting requirements imposed 

by any federal, state, local, or foreign taxing authority. If the Reorganized Debtors or the Disbursing 

Agent make such a request and the holder fails to comply before the date that is 180 days after the 

request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized 

Debtor and any Claim in respect of such distribution shall be discharged and forever barred from 

assertion against such Reorganized Debtor or its respective property. 

5.16 Credit for Distributions under Wildfire Assistance Program. If a holder of 

an Allowed Wildfire Claim has received any distribution from the Wildfire Assistance Program, such 

distribution shall be credited against any distribution to be made on account of such holder’s Wildfire 

Claim under this Plan and in accordance with the terms of the Wildfire Trust Agreements. 

ARTICLE VI. 

MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN 

6.1 General Settlement of Claims and Interests. The Plan shall be deemed a 

motion to approve a good-faith compromise and settlement pursuant to which the Debtors and the 

holders of Claims against and/or Interests in the Debtors settle all Claims, Interests, and Causes of 

Action pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in 

consideration for the classification, distributions, releases, and other benefits provided under the Plan, 

on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and 

settlement of all Claims and Interests and controversies resolved pursuant to the Plan. The 

Confirmation Order shall constitute the Court’s approval of the compromise, settlement, and release 

of all such Claims, Interests, and Causes of Action, as well as a finding by the Bankruptcy Court that

all such compromises, settlements, and releases are mutual and bi-directional and are in the best 

interests of the Debtors, their estates, and the holders of Claims, Interests, and Causes of Action, and 

is fair, equitable, and reasonable. Except as otherwise provided in the Wildfire Trust Agreements and

the Claims Resolution Procedures, in accordance with the provisions of the Plan, pursuant to section 

1123 of the Bankruptcy Code and Bankruptcy Rule 9019, without any further notice to or action, order, 

or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors, may 

compromise and settle all Claims and Causes of Action against, and Interests in, the Debtors and their

estates. The compromises, settlements, and releases described herein shall be deemed nonseverable 

from each other and from all other terms of the Plan. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 52

of 84
48 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

6.2 Restructuring Transactions; Effectuating Documents. 

(a) Following the Confirmation Date or as soon as reasonably practicable 

thereafter, the Debtors or the Reorganized Debtors, as applicable, may take all actions as may be 

necessary or appropriate to effectuate any transaction described in, approved by, contemplated by, or 

necessary to effectuate the Plan or to obtain any of the Plan Funding (collectively, the “Restructuring 

Transactions”), including (i) the execution and delivery of appropriate agreements or other 

documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, 

arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are 

consistent with the terms of the Plan, (ii) the execution and delivery of appropriate instruments of 

transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or 

obligation on terms consistent with the terms of the Plan, (iii) the filing of appropriate certificates or 

articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, 

arrangement, continuance, or dissolution pursuant to applicable state or federal law, (iv) the execution 

and delivery of the Plan Documents, (v) the issuance of securities, all of which shall be authorized and 

approved in all respects in each case without further action being required under applicable law, 

regulation, order, or rule, (vi) such other transactions that are necessary or appropriate to implement 

the Plan in the most tax efficient manner, and (vii) all other actions that the applicable Entities 

determine to be necessary or appropriate, including making filings or recordings that may be required 

by applicable law. 

(b) Each officer, or member of the board of directors, of the Debtors is (and each 

officer, or member of the board of directors of the Reorganized Debtors shall be) authorized to issue,

execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other 

agreements or documents and take such actions as may be necessary or appropriate to effectuate, 

implement, and further evidence the terms and conditions of the Plan and the securities issued pursuant 

to the Plan in the name of and on behalf of the Reorganized Debtors, all of which shall be authorized 

and approved in all respects, in each case, without the need for any approvals, authorization, consents, 

or any further action required under applicable law, regulation, order, or rule (including any action by 

the stockholders or directors of the Debtors or the Reorganized Debtors) except for those expressly 

required pursuant to the Plan. 

(c) All matters provided for herein involving the corporate structure of the Debtors 

or Reorganized Debtors, or any corporate action required by the Debtors or Reorganized Debtors in 

connection herewith shall be deemed to have occurred and shall be in effect, without any requirement 

of further action by the stockholders or directors of the Debtors or Reorganized Debtors, and with like 

effect as though such action had been taken unanimously by the stockholders of the Debtors or 

Reorganized Debtors. 

6.3 Continued Corporate Existence. Except as otherwise provided in this Plan 

(including pursuant to the Restructuring Transactions), the Debtors shall continue to exist after the 

Effective Date as Reorganized Debtors in accordance with the applicable laws of the respective 

jurisdictions in which they are incorporated or organized. On or after the Effective Date, without 

prejudice to the rights of any party to a contract or other agreement with any Reorganized Debtor, each 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 53

of 84
49 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Reorganized Debtor may, in its sole discretion, take such action as permitted by applicable law and 

such Reorganized Debtor’s organizational documents, as such Reorganized Debtor may determine is 

reasonable and appropriate, including causing: (i) the legal name of a Reorganized Debtor to be 

changed; (ii) the closure of a Reorganized Debtor’s Chapter 11 Case on the Effective Date or any time 

thereafter; or (iii) Reorganized HoldCo to amend its charter so as to prevent the acquisition, sale, or 

other transaction of any class or classes of stock of Reorganized HoldCo, other than pursuant to the 

Plan, for the purpose of preserving the tax benefits of the Reorganized Debtors if such acquisition, 

sale, or other transaction would result in an increase in the amount stock of Reorganized HoldCo 

beneficially owned (as determined for applicable tax purposes) by any person or group of persons that 

owns, or as a result of such acquisition, sale, or other transaction would own, at least 4.75% of any 

class or classes of stock of Reorganized HoldCo. 

6.4 The Subrogation Wildfire Trust. 

(a) On or before the Effective Date, the Subrogation Wildfire Trust shall be 

established by the Subrogation Wildfire Trustee and on the Effective Date or as soon as reasonably 

practicable thereafter, the Debtors shall fund the Subrogation Wildfire Trust as provided in Section 

4.19(b) hereof. In accordance with the Subrogation Wildfire Trust Agreement and the Subrogation 

Wildfire Trust Claims Distribution Procedures, each of which shall become effective as of the 

Effective Date, the Subrogation Wildfire Trust shall administer, process, settle, resolve, liquidate, 

satisfy, and pay all Subrogation Wildfire Claims. All Subrogation Wildfire Claims shall be channeled 

to the Subrogation Wildfire Trust and shall be subject to the Channeling Injunction. 

(b) Each trust comprising the Subrogation Wildfire Trust is intended to be treated, 

and shall be reported, as a “qualified settlement fund” for U.S. federal income tax purposes and shall

be treated consistently for state and local tax purposes, to the extent applicable; provided, however, 

that the Reorganized Debtors may elect to treat any trust comprising the Subrogation Wildfire Trust 

as a “grantor trust” for U.S. federal income tax purposes, in which case each such trust shall be treated 

consistently for state and local tax purposes, to the extent applicable. The Subrogation Wildfire Trustee 

and all holders of Subrogation Wildfire Claims shall report consistently with the foregoing. The 

Subrogation Wildfire Trustee shall be the “administrator,” within the meaning of Treasury Regulations 

Section 1.468B-2(k)(3), of the Subrogation Wildfire Trust and, in such capacity, the Subrogation 

Wildfire Trustee shall be responsible for filing all tax returns of the Subrogation Wildfire Trust and, 

out of the assets of the Subrogation Wildfire Trust, the payment of any taxes due with respect to trust 

assets or otherwise imposed on the Subrogation Wildfire Trust (including any tax liability arising in 

connection with the distribution of trust assets), and shall be permitted to sell any assets of the 

Subrogation Wildfire Trust to the extent necessary to satisfy such tax liability (including any tax 

liability arising in connection with such sale). 

(c) Except as otherwise provided in the Subrogation Wildfire Trust Agreement, or 

the Subrogation Wildfire Claim Allocation Agreement, the Subrogation Wildfire Trustee will make 

the applicable distribution under the Subrogation Wildfire Trust Agreement and, subject to Bankruptcy 

Rule 2002, at: (i) the address of such holder on the books and records of the Debtors or their agents; 

(ii) the address provided by such holder on its most recent proof of claim, or (iii) the address in any 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 54

of 84
50 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

written notice of address change delivered to the Debtors prior to the Effective Date, or the 

Subrogation Wildfire Trustee after the Effective Date, including any addresses included on any 

transfers of Claim filed pursuant to Bankruptcy Rule 3001. In the event that any distribution to any 

holder is returned as undeliverable, no distribution or payment to such holder shall be made unless and 

until the Subrogation Wildfire Trustee has been notified of the then-current address of such holder, at 

which time or as soon as reasonable practicable thereafter, such distribution shall be made to such 

holder without interest. 

(d) The Subrogation Wildfire Trustee may request an expedited determination of 

taxes under section 505(b) of the Bankruptcy Code for all tax returns filed by or on behalf of the 

Subrogation Wildfire Trust through the termination of the Subrogation Wildfire Trust. 

6.5 Subrogation Wildfire Trustee.

(a) Powers and Duties of Trustee. The powers and duties of the Subrogation 

Wildfire Trustee shall include, but shall not be limited to, those responsibilities vested in the 

Subrogation Wildfire Trustee pursuant to the terms of the Subrogation Trust Agreement, or as may be 

otherwise necessary and proper to (i) make distributions to holders of Subrogation Wildfire Claims in 

accordance with the terms of the Plan, Subrogation Trust Agreement, and Subrogation Wildfire Claim 

Allocation Agreement and (ii) carry out the provisions of the Plan relating to the Subrogation Wildfire 

Trust and the Subrogation Wildfire Claims. The Trustee shall maintain good and sufficient books and 

records relating to each Subrogation Wildfire Claim, including the identity of the owner of each 

Subrogation Wildfire Claim and the amount and date of all Distributions made on account of each 

such Subrogation Wildfire Claim. 

(b) The Subrogation Wildfire Trustee shall cooperate fully with the Reorganized 

Debtors in connection with the preparation and filing by the Reorganized Debtors of any tax returns, 

claims for refunds, or other tax filings, and any tax proceedings, to the extent relating to any transfers 

to, distributions by, or the operations of the Subrogation Wildfire Trust. 

6.6 Subrogation Trust Advisory Board.

(a) Appointment of Subrogation Trust Advisory Board. The Subrogation Trust 

Advisory Board shall consist of three (3) initial members selected by holders of Subrogation Wildfire 

Claims in accordance with the Subrogation Trust Agreement and the Subrogation Wildfire Claim 

Allocation Agreement. 

(b) Powers and Duties of Subrogation Trust Advisory Board. The Subrogation 

Trust Advisory Board shall, as and when requested by the Subrogation Wildfire Trustee, or as is 

otherwise either (i) required under the Plan, the Confirmation Order, the Subrogation Trust Agreement 

or (ii) contemplated by the Subrogation Wildfire Claim Allocation Agreement, consult with and advise 

the Subrogation Wildfire Trustee as to the administration and management of the Subrogation Wildfire 

Trust in accordance with the terms of this Plan, the Confirmation Order, and/or the Subrogation Trust 

Agreement. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 55

of 84
51 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(c) The Subrogation Wildfire Trust Advisory Board shall be appointed on the 

Effective Date. The rights and responsibilities of the Subrogation Wildfire Trust Advisory Board shall 

be set forth in the Subrogation Wildfire Trust Agreement. 

6.7 The Other Wildfire Trust. 

(a) On or before the Effective Date, the Other Wildfire Trust shall be established. 

In accordance with the Plan, the Confirmation Order, the Other Wildfire Trust Agreement and the 

Other Wildfire Claims Resolution Procedures, the Other Wildfire Trust shall administer, process, 

settle, resolve, liquidate, satisfy, and pay all Other Wildfire Claims. All Other Wildfire Claims shall 

be channeled to the Other Wildfire Trust and shall be subject to the Channeling Injunction. 

(b) Each trust comprising the Other Wildfire Trust is intended to be treated, and 

shall be reported, as a “qualified settlement fund” for U.S. federal income tax purposes and shall be 

treated consistently for state and local tax purposes, to the extent applicable; provided, however, that 

the Reorganized Debtors may elect to treat any trust comprising the Other Wildfire Trust as a “grantor 

trust” for U.S. federal income tax purposes, in which case each such trust shall be treated consistently 

for state and local tax purposes, to the extent applicable. The Other Wildfire Trustee and all holders

of Other Wildfire Claims shall report consistently with the foregoing. The Other Wildfire Trustee 

shall be the “administrator,” within the meaning of Treasury Regulations Section 1.468B-2(k)(3), of 

the Wildfire Trust and, in such capacity, the Other Wildfire Trustee shall be responsible for filing all 

tax returns of the Other Wildfire Trust and, out of the assets of the Other Wildfire Trust, the payment 

of any taxes due with respect to trust assets or otherwise imposed on the Other Wildfire Trust 

(including any tax liability arising in connection with the distribution of trust assets), shall be permitted 

to sell any assets of the Other Wildfire Trust to the extent necessary to satisfy such tax liability 

(including any tax liability arising in connection with such sale). 

(c) The Other Wildfire Trustee shall cooperate fully with the Reorganized Debtors 

in connection with the preparation and filing by the Reorganized Debtors of any tax returns, claims 

for refunds, or other tax filings, and any tax proceedings, to the extent relating to any transfers to, 

distributions by, or the operations of the Other Wildfire Trust. 

(d) The Other Wildfire Trust Advisory Board shall be appointed on the Effective 

Date. The Other Wildfire Trust Advisory Board shall consist of members selected and appointed by 

the Debtors’ board of directors. The rights and responsibilities of the Other Wildfire Trust Advisory

Board shall be set forth in the Other Wildfire Trust Agreement. 

(e) On the Effective Date, the Other Wildfire Claims Resolution Procedures shall 

become effective. 

(f) Except as otherwise provided in the Other Wildfire Trust Agreement, or the 

Other Wildfire Claims Resolution Procedures, the Other Wildfire Trustee will make the applicable 

distribution under the Other Wildfire Trust Agreement and, subject to Bankruptcy Rule 2002, at: (i) 

the address of such holder on the books and records of the Debtors or their agents; (ii) the address 

provided by such holder on its most recent proof of claim, or (iii) the address in any written notice of 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 56

of 84
52 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

address change delivered to the Debtors prior to the Effective Date, or the Other Wildfire Trustee after 

the Effective Date, including any addresses included on any transfers of Claim filed pursuant to 

Bankruptcy Rule 3001. In the event that any distribution to any holder is returned as undeliverable, 

no distribution or payment to such holder shall be made unless and until the Other Wildfire Trustee 

has been notified of the then-current address of such holder, at which time or as soon as reasonable 

practicable thereafter, such distribution shall be made to such holder without interest. 

(g) The Other Wildfire Trustee may request an expedited determination of taxes 

under section 505(b) of the Bankruptcy Code for all tax returns filed by or on behalf of the Other 

Wildfire Trust through the termination of the Other Wildfire Trust. 

6.8 Public Entities Segregated Defense Fund. 

(a) On the Effective Date, the Reorganized Debtors shall fund the Public Entities 

Segregated Defense Fund in accordance with the terms of the Public Entities Plan Support 

Agreements. 

(b) The Public Entities Segregated Defense Fund shall be maintained by the 

Reorganized Debtors until the later of (i) the expiration of the applicable statute of limitations period 

for any and all Public Entities Third Party Claims and (ii) the conclusion of all litigation, including 

appeals, involving all Public Entities Third Party Claims. 

6.9 Go-Forward Wildfire Fund. 

(a) On the Effective Date, the Debtors shall contribute, in accordance with the 

Wildfire Legislation (A.B. 1054), an initial contribution of approximately $4.8 billion and first annual 

contribution of approximately $193 million, to the Go-Forward Wildfire Fund in order to secure the 

participation of the Reorganized Debtors therein. 

(b) The Reorganized Debtors shall also be responsible for ongoing funding 

commitments to the Go-Forward Wildfire Fund as required by the terms thereof and the Wildfire 

Legislation (A.B. 1054). 

6.10 Officers and Board of Directors. 

(a) On the Effective Date, (i) the New Board of HoldCo shall consist of the Chief 

Executive Officer and [●] other initial directors and (ii) the New Board of the Utility shall consist of 

the Chief Executive Officer and [●] other initial directors. The New Board for HoldCo and the Utility

will, among other things, satisfy the requirements of the Wildfire Legislation (A.B. 1054) and other 

applicable law, including with respect to directors having appropriate experience in safety, finance 

and utility operations. The composition of the New Board shall be disclosed in accordance with 

section 1129(a)(5) of the Bankruptcy Code. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 57

of 84
53 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Except as otherwise provided in the Plan Supplement, the officers of the 

respective Debtors immediately before the Effective Date, as applicable, shall serve as the initial 

officers of each of the respective Reorganized Debtors on and after the Effective Date. 

(c) Except to the extent that a member of the board of directors of a Debtor 

continues to serve as a director of the respective Reorganized Debtor on and after the Effective Date,

the members of the board of directors of each Debtor prior to the Effective Date, in their capacities as 

such, shall have no continuing obligations to the Reorganized Debtors on or after the Effective Date 

and each such director will be deemed to have resigned or shall otherwise cease to be a director of the 

applicable Debtor on the Effective Date. 

(d) Commencing on the Effective Date, the directors of each of the Reorganized 

Debtors shall be elected and serve pursuant to the terms of the applicable organizational documents of

such Reorganized Debtor and may be replaced or removed in accordance with such organizational 

documents. 

6.11 Management Incentive Plan. On or after the Effective Date, the Management 

Incentive Plan may be established and implemented at the discretion of the New Board and in 

compliance with the Wildfire Legislation (A.B. 1054). 

6.12 Cancellation of Existing Securities and Agreements. 

(a) Except for the purpose of enabling holders of Allowed Claims to receive a 

distribution under the Plan as provided herein and except as otherwise set forth in this Plan, the Plan 

Supplement or the Confirmation Order, on the Effective Date, all agreements, instruments, and other 

documents evidencing any prepetition Claim or and any rights of any holder in respect thereof shall 

be deemed cancelled, discharged, and of no force or effect. For the avoidance of doubt, in accordance

with Sections 4.12, 4.13, 4.26, and 4.27 of the Plan, none of the HoldCo Common Interests, the 

HoldCo Other Interests, the Utility Preferred Interests, or the Utility Common Interests shall be 

cancelled pursuant to the Plan. The holders of, or parties to, such cancelled instruments, Securities, 

and other documentation shall have no rights arising from or related to such instruments, Securities, 

or other documentation or the cancellation thereof, except the rights provided for pursuant to this Plan. 

(b) The Funded Debt Trustees shall be released and discharged from all duties and 

responsibilities under the applicable Funded Debt Documents; provided, that notwithstanding the 

releases in Article X of the Plan, entry of the Confirmation Order or the occurrence of the Effective 

Date, each of the Funded Debt Documents or agreement that governs the rights of the holder of a 

Claim or Interest shall continue in effect to the extent necessary to: (i) enforce the rights, Claims, and 

interests of the Funded Debt Trustees thereto vis-a-vis any parties other than the Released Parties; 

(ii) allow the holders of Funded Debt Claims, as applicable, to receive distributions under the Plan, to 

the extent provided for under the Plan; (iii) appear to be heard in the Chapter 11 Cases or in any 

proceedings in this Court or any other court; (iv) preserve any rights of the Funded Debt Trustees to 

payment of fees, expenses, and indemnification obligations from or on any money or property to be 

distributed in respect of the Allowed Funded Debt Claims, solely to the extent provided in the Plan; 

and (v) enforce any obligation owed to the Funded Debt Trustees under the Plan. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 58

of 84
54 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

6.13 Cancellation of Certain Existing Security Agreements. Promptly following 

the payment in full or other satisfaction of an Allowed Other Secured Claim, the holder of such 

Allowed Other Secured Claim shall deliver to the Debtors or Reorganized Debtors, as applicable, any 

Collateral or other property of a Debtor held by such holder, together with any termination statements, 

instruments of satisfaction, or releases of all security interests with respect to its Allowed Other 

Secured Claim that may be reasonably required to terminate any related financing statements, 

mortgages, mechanics’ or other statutory Liens, or lis pendens, or similar interests or documents. 

6.14 Issuance of New HoldCo Common Stock. On and after the Effective Date, 

Reorganized HoldCo is authorized to issue, or cause to be issued, the New HoldCo Common Stock in 

accordance with the Plan and the Plan Documents, all without the need for any further corporate, 

limited liability company, or shareholder action. All of the New HoldCo Common Stock distributable 

under the Plan shall be duly authorized, validly issued, and fully paid and non-assessable.

6.15 Exit Financing. On the Effective Date, the Exit Financing Documents shall be 

executed and delivered. The Reorganized Debtors shall be authorized to execute, deliver, and enter 

into and perform under the Exit Financing Documents and to consummate the Exit Financing without 

the need for any further corporate action and without further action by the holders of Claims or 

Interests.

6.16 Wildfire Victim Recovery Bonds or Other Securitized Bonds. 

(a) If the State of California enacts legislation authorizing the issuance of Wildfire 

Victim Recovery Bonds or other securitized bonds, this would provide a source of low cost financing 

for expediting payment and satisfaction of Wildfire Claims following estimation or settlement. 

(b) On or after the Effective Date, if authorized, the Wildfire Victim Recovery 

Bonds or other securitized bonds shall be issued on the terms set forth in the Plan, the Wildfire Victim 

Recovery Bonds Documents or other applicable bonds documents, and the Wildfire Victim Recovery 

Bonds Legislation or other legislation. 

(c) On or after the Effective Date, if authorized the Wildfire Victim Recovery 

Bonds Documents or other securitized bonds documents shall be executed and delivered. The 

Reorganized Debtors shall be authorized to execute, deliver, and enter into and perform under the 

Wildfire Victim Recovery Bonds Documents or other applicable bonds documents, without the need 

for any further corporate action and without further action by the holders of Claims or Interests. 

6.17 Rights Offering. If applicable, following approval by the Bankruptcy Court of 

the Rights Offering Procedures and, if the offer, issuance and distribution of Securities pursuant to the 

Rights Offering is to be registered under the Securities Act, effectiveness of an appropriate registration 

statement registering such offer, issuance and distribution under the Securities Act, the Debtors shall, 

if they determine to implement the same, commence and consummate the Rights Offering in 

accordance therewith. New HoldCo Common Stock shall be issued to each Eligible Offeree that 

exercises its respective subscription rights pursuant to the Rights Offering Procedures and the Plan. 

The consummation of the Rights Offering shall be conditioned on the occurrence of the Effective Date, 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 59

of 84
55 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

and any other condition specified in the Backstop Commitment Letters. Amounts held by the 

subscription agent with respect to the Rights Offering prior to the Effective Date shall not be entitled 

to any interest on account of such amounts and no Eligible Offeree participating in the Rights Offering 

shall have any rights in New HoldCo Common Stock until the Rights Offering is consummated. 

6.18 Securities Act Registrations or Exemptions. 

(a) The offer, issuance and distribution of the New HoldCo Common Stock, 

Wildfire Victim Recovery Bonds, other securitized bonds, Mandatory Convertible Preferred Stock 

and other Securities as provided hereunder may be exempt from registration under (i) the Securities 

Act of 1933 and all rules and regulations promulgated thereunder and (ii) any state or local law 

requiring registration for the offer, issuance, or distribution of Securities, pursuant to section 1145 of 

the Bankruptcy Code, without further act or action by any Entity, pursuant to another available 

exemption from registration, such as section 4(a)(2) of the Securities Act and/or Regulation D 

promulgated thereunder, or pursuant to Article III of the Securities Act, or such offer, issuance and 

distribution may be registered under the Securities Act pursuant to an appropriate registration 

statement. Any offer, issuance and distribution of Securities pursuant to any Backstop Commitment 

Letter may be exempt from registration pursuant to section 4(a)(2) of the Securities Act and/or 

Regulation D promulgated thereunder. 

(b) Under section 1145 of the Bankruptcy Code, any securities issued under the 

Plan that are exempt from such registration pursuant to section 1145(a) of the Bankruptcy Code will 

be freely tradable by the recipients thereof, subject to (i) the provisions of section 1145(b)(1) of the 

Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act

of 1933, (ii) compliance with any rules and regulations of the Securities and Exchange Commission, 

if any, applicable at the time of any future transfer of such securities or instruments, (iii) the 

restrictions, if any, on the transferability of such securities and instruments, including any restrictions 

on the transferability under the terms of the New Organizational Documents, (iv) any applicable 

procedures of DTC, and (v) applicable regulatory approval. 

ARTICLE VII. 

PROCEDURES FOR DISPUTED CLAIMS 

7.1 Objections to Claims. Except as otherwise provided herein, in the Claims 

Resolution Procedures, the Subrogation Claims RSA, and in the Wildfire Trust Agreements, the 

Reorganized Debtors shall be entitled to object to Claims. The Subrogation Wildfire Trustee shall be 

entitled to object to Subrogation Wildfire Claims. Any objections to Claims shall be served and filed

on or before the later of (i) one-hundred and eighty (180) days after the Effective Date and (ii) such

later date as may be fixed by the Bankruptcy Court (as the same may be extended by the Bankruptcy 

Court for cause shown). 

7.2 Resolution of Disputed Administrative Expense Claims and Disputed 

Claims. Except as otherwise provided for in the Plan, in the Claims Resolution Procedures, the 

Subrogation Claims RSA, or in the Wildfire Trust Agreements, on and after the Effective Date, the 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 60

of 84
56 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Reorganized Debtors shall have the authority to compromise, settle, otherwise resolve, or withdraw 

any objections to Disputed Administrative Expense Claims or Disputed Claims and to compromise, 

settle, or otherwise resolve any Disputed Administrative Expense Claims and Disputed Claims without 

approval of the Bankruptcy Court, other than with respect to any Professional Fee Claims. On and 

after the Effective Date, the Subrogation Wildfire Trustee shall have the authority to compromise, 

settle, otherwise resolve, or withdraw any objections to Disputed Subrogation Wildfire Claims without 

approval of the Bankruptcy Court. Notwithstanding the foregoing, and for the avoidance of doubt, 

Subrogation Wildfire Claims and Other Wildfire Claims may only be compromised, settled, or 

resolved pursuant to the applicable Claims Resolution Procedures and Wildfire Trust Agreement. 

7.3 Payments and Distributions with Respect to Disputed Claims. 

Notwithstanding anything herein to the contrary, if any portion of a Claim is a Disputed Claim, no 

payment or distribution provided hereunder shall be made on account of such Claim (including on 

account of the non-Disputed portion of such Claim) unless and until such Disputed Claim becomes an 

Allowed Claim. 

7.4 Distributions After Allowance. After such time as a Disputed Claim becomes, 

in whole or in part, an Allowed Claim, the holder thereof shall be entitled to distributions, if any, to 

which such holder is then entitled as provided in this Plan. Such distributions shall be made as soon

as practicable after the date that the order or judgment of the Bankruptcy Court allowing such Disputed 

Claim (or portion thereof) becomes a Final Order. 

7.5 Disallowance of Claims. Any Claims held by an Entity from which property 

is recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a 

transfer avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy 

Code, as determined by a Final Order, shall be deemed disallowed pursuant to section 502(d) of the 

Bankruptcy Code, and holders of such Claims may not receive any distributions on account of such 

Claims until such time as such Causes of Action against that Entity have been settled or a Final Order

with respect thereto has been entered and all sums due, if any, to the Debtors by that Entity have been 

turned over or paid to the Debtors or the Reorganized Debtors. Except as otherwise provided herein 

or by an order of the Bankruptcy Court, all proofs of Claim filed after the Effective Date shall be 

disallowed and forever barred, estopped, and enjoined from assertion, and shall not be enforceable 

against any Reorganized Debtor, without the need for any objection by the Reorganized Debtors or 

any further notice to or action, order, or approval of the Bankruptcy Court, other than a claim for 

damages arising from the rejection of an executory contract or unexpired lease. 

7.6 Estimation. Except as otherwise provide in the Plan, in the Claims Resolution 

Procedures, and in the Wildfire Trust Agreements, or as ordered by the Bankruptcy Court in the Claims 

Estimation Proceedings, the Debtors or the Reorganized Debtors (or the Subrogation Wildfire Trustee 

solely with respect to Disputed Subrogation Wildfire Claims) may determine, resolve and otherwise 

adjudicate all contingent Claims or unliquidated Claims in the Bankruptcy Court or such other court 

of the Debtors’, Reorganized Debtors’ or the Subrogation Wildfire Trustee’s choice having 

jurisdiction over the validity, nature or amount thereof. The Debtors or the Reorganized Debtors (or 

the Subrogation Wildfire Trustee solely with respect to Disputed Subrogation Wildfire Claims) may 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 61

of 84
57 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

at any time request that the Bankruptcy Court estimate any contingent Claims or unliquidated Claims 

pursuant to section 502(c) of the Bankruptcy Code for any reason or purpose, regardless of whether 

any of the Debtors or the Reorganized Debtors (or the Subrogation Wildfire Trustee solely with respect

to Disputed Subrogation Wildfire Claims) have previously objected to such Claim or whether the 

Bankruptcy Court has ruled on any such objection. The Bankruptcy Court shall retain jurisdiction to 

estimate any Claim at any time during litigation concerning any objection to any Claim, including, 

during the pendency of any appeal relating to any such objection. If the Bankruptcy Court estimates 

any contingent Claim or unliquidated Claim, that estimated amount shall constitute the maximum 

limitation on such Claim, and the Debtors or the Reorganized Debtors (or the Subrogation Wildfire 

Trustee solely with respect to Disputed Subrogation Wildfire Claims) may pursue supplementary 

proceedings to object to the ultimate allowance of such Claim; provided, that such limitation shall not 

apply to Claims requested by the Debtors to be estimated for voting purposes only. All of the 

aforementioned objection, estimation and resolution procedures are cumulative and not exclusive of 

one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved 

by any mechanism approved by the Bankruptcy Court. Notwithstanding section 502(j) of the 

Bankruptcy Code, in no event shall any holder of a Claim that has been estimated pursuant to section 

502(c) of the Bankruptcy Code or otherwise be entitled to seek reconsideration of such Claim unless 

the holder of such Claim has filed a motion requesting the right to seek such reconsideration on or 

before twenty (20) calendar days after the date such Claim is estimated by the Bankruptcy Court. 

Notwithstanding the foregoing, and for the avoidance of doubt, Subrogation Wildfire Claims and 

Other Wildfire Claims may only be compromised, settled, or resolved pursuant to terms of the 

applicable Wildfire Trust Agreement.

ARTICLE VIII. 

EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

8.1 General Treatment. 

(a) As of, and subject to, the occurrence of the Effective Date and the payment of 

any applicable Cure Amount, all executory contracts and unexpired leases of the Reorganized Debtors 

shall be deemed assumed, unless such executory contract or unexpired lease (i) was previously 

assumed or rejected by the Debtors, pursuant to a Final Order, (ii) previously expired or terminated 

pursuant to its own terms or by agreement of the parties thereto, (iii) is the subject of a motion to 

assume, assume and assign, or reject filed by the Debtors on or before the Confirmation Date, or (iv) is 

specifically designated as an executory contract or unexpired lease to be rejected on the Schedule of 

Rejected Contracts. 

Notwithstanding the foregoing, as of and subject to the occurrence of the 

Effective Date and the payment of any applicable Cure Amount, all power purchase agreements, 

renewable energy power purchase agreements, and Community Choice Aggregation servicing 

agreements of the Debtors shall be deemed assumed. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 62

of 84
58 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(b) Subject to the occurrence of the Effective Date, entry of the Confirmation Order 

by the Bankruptcy Court shall constitute approval of the assumptions, assumptions and assignments, 

or rejections provided for in this Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code. 

Each executory contract and unexpired lease assumed pursuant to this Plan shall vest in, and be fully 

enforceable by, the applicable Reorganized Debtor in accordance with its terms, except as modified 

by the provisions of this Plan, any order of the Bankruptcy Court authorizing and providing for its 

assumption or assumption and assignment, or applicable law. 

8.2 Determination of Cure Disputes and Deemed Consent. 

(a) Any monetary defaults under an assumed or assumed and assigned executory 

contract or unexpired lease, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code,

by payment of the default amount, as reflected in the applicable cure notice, in Cash on the Effective

Date, subject to the limitations described below, or on such other terms as the parties to such executory 

contracts or unexpired leases and the Debtors may otherwise agree. 

(b) At least fourteen (14) days before the Confirmation Hearing, the Debtors shall 

distribute, or cause to be distributed, assumption and cure notices to the applicable third parties. Any 

objection by a counterparty to an executory contract or unexpired lease to the proposed 

assumption, assumption and assignment, or related Cure Amount must be filed, served, and 

actually received by the Debtors at least seven (7) days before the Confirmation Hearing. Any 

counterparty to an executory contract or unexpired lease that fails to object timely to the proposed 

assumption, assumption and assignment, or Cure Amount will be deemed to have assented to such 

assumption, assumption and assignment, or Cure Amount. Notwithstanding anything herein to the 

contrary, in the event that any executory contract or unexpired lease is removed from the Schedule of 

Rejected Contracts after such fourteen (14)-day deadline, a cure notice with respect to such executory

contract or unexpired lease will be sent promptly to the counterparty thereof and a noticed hearing set 

to consider whether such executory contract or unexpired lease can be assumed or assumed and 

assigned, as applicable. 

(c) In the event of an unresolved dispute regarding (i) any Cure Amount, (ii) the 

ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future 

performance” (within the meaning of section 365 of the Bankruptcy Code) under the executory 

contract or unexpired lease to be assumed, or (iii) any other matter pertaining to assumption, 

assumption and assignment, or the Cure Amounts required by section 365(b)(1) of the Bankruptcy 

Code, such dispute shall be resolved by a Final Order (which order may be the Confirmation Order). 

(d) If the Bankruptcy Court makes a determination regarding any of the matters set 

forth in Section 8.2(c) above with respect to any executory contract or unexpired lease is greater than 

the amount set forth in the applicable cure notice, as set forth in Section 8.8(a) below, the Debtors or 

Reorganized Debtors, as applicable, shall have the right to alter the treatment of such executory 

contract or unexpired lease, including, without limitation, to add such executory contract or unexpired 

lease to the Schedule of Rejected Contracts, in which case such executory contract or unexpired lease 

shall be deemed rejected as of the Effective Date. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 63

of 84
59 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(e) Assumption or assumption and assignment of any executory contract or 

unexpired lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any 

Claims and Causes of Action against any Debtor or defaults by any Debtor, whether monetary or 

nonmonetary, including those arising under sections 503(b)(9) or 546(c) of the Bankruptcy Code, 

defaults of provisions restricting the change in control or ownership interest composition or other 

bankruptcy-related defaults, arising under any assumed executory contract or unexpired lease at any 

time before the date that the Debtors assume or assume and assign such executory contract or 

unexpired lease. Any proofs of Claim filed with respect to an executory contract or unexpired lease 

that has been assumed or assumed and assigned shall be deemed disallowed and expunged, without 

further notice to or action, order, or approval of the Bankruptcy Court. 

8.3 Rejection Damages Claims. In the event that the rejection of an executory 

contract or unexpired lease hereunder results in damages to the other party or parties to such 

contract or lease, any Claim for such damages, if not heretofore evidenced by a timely filed proof 

of Claim, shall be forever barred and shall not be enforceable against the Debtors or the 

Reorganized Debtors, or their respective estates, properties or interests in property, unless a 

proof of Claim is filed with the Bankruptcy Court and served upon the Debtors or the 

Reorganized Debtors, as applicable, no later than thirty (30) days after the later of (i) the 

Confirmation Date or (ii) the effective date of the rejection of such executory contract or 

unexpired lease, as set forth on the Schedule of Rejected Contracts or order of the Bankruptcy 

Court. The Confirmation Order shall constitute the Bankruptcy Court’s approval of the 

rejection of all the leases and contracts identified in the Schedule of Rejected Contracts. 

8.4 Survival of the Debtors’ Indemnification Obligations. Any and all 

obligations of the Debtors pursuant to their corporate charters, agreements, bylaws, limited liability

company agreements, memorandum and articles of association, or other organizational documents 

(including all Indemnification Obligations) to indemnify current and former officers, directors, agents, 

or employees with respect to all present and future actions, suits, and proceedings against the Debtors 

or such officers, directors, agents, or employees based upon any act or omission for or on behalf of 

the Debtors shall remain in full force and effect to the maximum extent permitted by applicable law 

and shall not be discharged, impaired, or otherwise affected by this Plan. All such obligations shall

be deemed and treated as executory contracts that are assumed by the Debtors under this Plan and shall

continue as obligations of the Reorganized Debtors. Any Claim based on the Debtors’ obligations in 

this Section 8.4 herein shall not be a Disputed Claim or subject to any objection, in either case, by 

reason of section 502(e)(1)(B) of the Bankruptcy Code or otherwise. 

8.5 Assumption of Employee Benefit Plans. On the Effective Date, all Employee 

Benefit Plans are deemed to be, and shall be treated as, executory contracts under this Plan and, on the 

Effective Date, shall be assumed pursuant to sections 365 and 1123 of the Bankruptcy Code. 

8.6 Collective Bargaining Agreements. 

(a) On or prior to the Effective Date, and subject to the occurrence of the Effective 

Date, the Reorganized Debtors shall assume the Collective Bargaining Agreements. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 64

of 84
60 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

8.7 Insurance Policies. 

(a) All Insurance Policies (including all D&O Liability Insurance Policies and tail 

coverage liability insurance) to which any Debtor is a party as of the Effective Date shall be deemed 

to be and treated as executory contracts and shall be assumed by the applicable Debtors or Reorganized

Debtor and shall continue in full force and effect thereafter in accordance with their respective terms. 

8.8 Reservation of Rights. 

(a) The Debtors may amend the Schedule of Rejected Contracts and any cure notice 

until the later of (i) through 4:00 p.m. (Pacific Time) on the Business Day immediately prior to the 

commencement of the Confirmation Hearing or (ii) if Section 8.2(d) is applicable, the Business Day 

seven (7) Business Days following the determination by the Bankruptcy Court, in order to add, delete, 

or reclassify any executory contract or unexpired lease; provided, that if the Confirmation Hearing is 

adjourned for a period of more than two (2) consecutive calendar days, the Debtors’ right to amend 

such schedules and notices shall be extended to 4:00 p.m. (Pacific Time) on the Business Day 

immediately prior to the adjourned date of the Confirmation Hearing, with such extension applying in 

the case of any and all subsequent adjournments of the Confirmation Hearing. 

(b) Neither the exclusion nor the inclusion by the Debtors of any contract or lease 

on any exhibit, schedule, or other annex to this Plan or in the Plan Supplement, nor anything contained 

in this Plan or in the Plan Documents, will constitute an admission by the Debtors that any such 

contract or lease is or is not an executory contract or unexpired lease or that the Debtors or the 

Reorganized Debtors or their respective affiliates has any liability thereunder. 

(c) Except as explicitly provided in this Plan, nothing herein shall waive, excuse, 

limit, diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the 

Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or 

expired lease. 

(d) Nothing in this Plan will increase, augment, or add to any of the duties, 

obligations, responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, 

under any executory or non-executory contract or unexpired or expired lease. 

8.9 Modifications, Amendments, Supplements, Restatements, or Other 

Agreements. Unless otherwise provided in the Plan, each executory contract or unexpired lease that 

is assumed shall include all modifications, amendments, supplements, restatements, or other 

agreements that in any manner affect such executory contract or unexpired lease, and executory 

contracts and unexpired leases related thereto, if any, including easements, licenses, permits, rights, 

privileges, immunities, options, rights of first refusal, and any other interests, unless any of the 

foregoing agreements has been previously rejected or repudiated or is rejected or repudiated under the

Plan. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 65

of 84
61 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

ARTICLE IX. 

EFFECTIVENESS OF THE PLAN 

9.1 Conditions Precedent to Confirmation of the Plan. The following are 

conditions precedent to confirmation of the Plan: 

(a) The Disclosure Statement Order has been entered by the Bankruptcy Court; 

(b) The Bankruptcy Court shall have entered the Confirmation Order in form and 

substance acceptable to the Debtors; 

(c) The Debtors have received the CPUC Approval; 

(d) The Subrogation Claims RSA shall be in full force and effect; and 

(e) The Backstop Commitment Letters, if necessary for the Plan Funding, shall be 

in full force and effect and binding on all parties thereto, and shall not have been terminated by the

parties thereto. 

9.2 Conditions Precedent to the Effective Date. The following are conditions 

precedent to the Effective Date of the Plan: 

(a) The Confirmation Order shall have been entered by the Bankruptcy Court no 

later than the June 30, 2020 date set forth in section 3292(b) of the Wildfire Legislation (A.B. 1054)

or any extension of such date; 

(b) The Subrogation Claims RSA shall be in full force and effect; 

(c) The Confirmation Order shall be in full force and effect, and no stay thereof 

shall be in effect; 

(d) The Debtors shall have implemented all transactions contemplated by this Plan; 

(e) All documents and agreements necessary to consummate the Plan shall have 

been effected or executed; 

(f) The Debtors shall have elected, and received Bankruptcy Court approval to, 

participate in and fund the Go-Forward Wildfire Fund; 

(g) The Debtors shall have obtained the Plan Funding; 

(h) The Debtors shall have received all authorizations, consents, legal and 

regulatory approvals, rulings, letters, no-action letters, opinions, or documents that are necessary to 

implement and consummate the Plan and the Plan Funding and that are required by law, regulation, 

or order; 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 66

of 84
62 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(i) The CPUC Approval remains in full force and effect; 

(j) The Debtors’ aggregate liability with respect to Other Wildfire Claims as 

determined pursuant to the Other Wildfire Claims Estimation Proceeding shall not exceed the Other 

Wildfire Claims Cap; 

(k) The Wildfire Trusts shall have been established and Trustees for each 

appointed; and 

(l) The Plan shall not have been materially amended, altered or modified from the 

Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or 

modification has been made in accordance with Section 12.6 of the Plan. 

It shall not be a condition to the occurrence of the Effective Date that Wildfire Victim 

Recovery Bonds shall be available for the Plan Funding or that Wildfire Victim Recovery Bonds 

Legislation shall have been enacted. 

9.3 Satisfaction of Conditions. Except as otherwise provided herein, any actions 

required to be taken on the Effective Date shall take place and shall be deemed to have occurred 

simultaneously, and no such action shall be deemed to have occurred prior to the taking of any other 

such action. If the Debtors determine that any of the conditions precedent set forth in Sections 9.1 or 

9.2 hereof cannot be satisfied and the occurrence of such conditions is not waived pursuant to Section

9.4, then the Debtors shall file a notice of the failure of the Effective Date with the Bankruptcy Court. 

9.4 Waiver of Conditions. The conditions set forth in Sections 9.1 or 9.2 may be 

waived or modified only by the Debtors, with the consent of the Backstop Parties holding a majority 

of the Aggregate Backstop Commitment Amount (such consent not to be unreasonably withheld, 

conditioned or delayed), and for Sections 9.1(d) and 9.2(b) only, the Requisite Consenting Creditors, 

without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to

confirm or consummate the Plan. 

9.5 Effect of Non-Occurrence of Effective Date. If the Effective Date does not 

occur on or before December 31, 2020, then: (a) the Plan will be null and void in all respects; and 

(b) nothing contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release 

of any Claims, Interests, or Causes of Action by an Entity; (ii) prejudice in any manner the rights of

any Debtor or any other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking 

of any sort by any Debtor or any other Entity. 

ARTICLE X. 

EFFECT OF CONFIRMATION 

10.1 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the 

Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after the entry of the 

Confirmation Order, the provisions of this Plan shall bind every holder of a Claim against or Interest

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 67

of 84
63 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

in any Debtor and inure to the benefit of and be binding on such holder’s respective successors and 

assigns, regardless of whether the Claim or Interest of such holder is impaired under this Plan and 

whether such holder has accepted this Plan. 

10.2 Vesting of Assets. Upon the Effective Date, pursuant to sections 1141(b) and 

(c) of the Bankruptcy Code, all assets and property of the Debtors shall vest in the Reorganized 

Debtors, as applicable, free and clear of all Claims, Liens, charges, and other interests, except as 

otherwise provided herein. The Reorganized Debtors may operate their businesses and use, acquire, 

and dispose of property free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and 

in all respects as if there were no pending cases under any chapter or provision of the Bankruptcy 

Code, except as otherwise provided herein. 

10.3 Release and Discharge of Debtors. Upon the Effective Date and in 

consideration of the distributions to be made hereunder, except as otherwise expressly provided herein, 

each holder (as well as any representatives, trustees, or agents on behalf of each holder) of a Claim or 

Interest and any affiliate of such holder shall be deemed to have forever waived, released, and 

discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and

from any and all Claims, Interests, rights, and liabilities that arose prior to the Effective Date. Upon 

the Effective Date, all such Persons shall be forever precluded and enjoined, pursuant to section 524 

of the Bankruptcy Code, from prosecuting or asserting any such discharged Claim against or Interest 

in the Debtors. 

10.4 Term of Injunctions or Stays. Unless otherwise provided herein or in a Final 

Order, all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105

or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain 

in full force and effect until the later of the Effective Date and the date indicated in the order providing 

for such injunction or stay. The Trading Order shall remain enforceable as to transfers through the 

Effective Date with respect to those persons having “beneficial ownership” of “PG&E Stock” (as such 

terms are defined in Trading Order). Accordingly, the Trading Order has no applicability or effect 

with respect to the trading of stock of Reorganized HoldCo after the Effective Date. 

10.5 Injunction Against Interference with Plan. Upon entry of the Confirmation 

Order, all holders of Claims and Interests and other parties in interest, along with their respective 

present or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined 

from taking any actions to interfere with the implementation or consummation of the Plan; provided, 

that nothing herein or in the Confirmation Order shall preclude, limit, restrict or prohibit any party in 

interest from seeking to enforce the terms of the Plan, the Confirmation Order, or any other agreement

or instrument entered into or effectuated in connection with the consummation of the Plan.

10.6 Injunction. 

(a) Except as otherwise provided in this Plan or in the Confirmation Order, as of 

the entry of the Confirmation Order but subject to the occurrence of the Effective Date, all Persons 

who have held, hold, or may hold Claims or Interests are, with respect to any such Claim or Interest, 

permanently enjoined after the entry of the Confirmation Order from: (i) commencing, conducting, or 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 68

of 84
64 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind 

(including, any proceeding in a judicial, arbitral, administrative, or other forum) against or affecting, 

directly or indirectly, a Debtor, a Reorganized Debtor, or an estate or the property of any of the 

foregoing, or any direct or indirect transferee of any property of, or direct or indirect successor in

interest to, any of the foregoing Persons mentioned in this subsection (i) or any property of any such

transferee or successor; (ii) enforcing, levying, attaching (including, any prejudgment attachment), 

collecting, or otherwise recovering in any manner or by any means, whether directly or indirectly, any

judgment, award, decree, or order against a Debtor, a Reorganized Debtor, or an estate or its property, 

or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any 

of the foregoing Persons mentioned in this subsection (ii) or any property of any such transferee or 

successor; (iii) creating, perfecting, or otherwise enforcing in any manner, directly or indirectly, any 

encumbrance of any kind against a Debtor, a Reorganized Debtor, or an estate or any of its property, 

or any direct or indirect transferee of any property of, or successor in interest to, any of the foregoing 

Persons mentioned in this subsection (iii) or any property of any such transferee or successor; 

(iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply 

with the provisions of this Plan to the full extent permitted by applicable law; and (v) commencing or

continuing, in any manner or in any place, any action that does not comply with or is inconsistent with 

the provisions of this Plan; provided, that nothing contained herein shall preclude such Persons who 

have held, hold, or may hold Claims against a Debtor or an estate from exercising their rights, or 

obtaining benefits, pursuant to and consistent with the terms of this Plan, the Confirmation Order, or

any other agreement or instrument entered into or effectuated in connection with the consummation 

of the Plan; provided further that this Section 10.6 shall not apply to holders of Ghost Ship Fire Claims 

or Workers’ Compensation Claims. 

(b) By accepting distributions pursuant to this Plan, each holder of an Allowed 

Claim will be deemed to have affirmatively and specifically consented to be bound by this Plan, 

including, the injunctions set forth in this Section. 

10.7 Channeling Injunction. 

(a) The sole source of recovery for holders of Subrogation Wildfire Claims and 

Other Wildfire Claims shall be from the Subrogation Wildfire Trust and the Other Wildfire Trust, as 

applicable. The holders of such Claims shall have no recourse to or Claims whatsoever against the 

Reorganized Debtors or their assets and properties. Consistent with the foregoing all Persons that 

have held or asserted, or that hold or assert any Subrogation Wildfire Claim or Other Wildfire Claim 

shall be permanently and forever stayed, restrained, and enjoined from taking any action for the 

purpose of directly or indirectly collecting, recovering, or receiving payments, satisfaction, or recovery 

from any Reorganized Debtor or its assets and properties with respect to any Wildfire Claims, 

including all of the following actions: 

(i) commencing, conducting, or continuing, in any manner, whether 

directly or indirectly, any suit, action, or other proceeding of any kind in any forum with respect 

to any such Wildfire Claim, against or affecting any Reorganized Debtor, or any property or 

interests in property of any Reorganized Debtor with respect to any such Wildfire Claim; 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 69

of 84
65 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(ii) enforcing, levying, attaching, collecting or otherwise recovering, by any 

manner or means, or in any manner, either directly or indirectly, any judgment, award, decree 

or other order against any Reorganized Debtor or against the property of any Reorganized 

Debtor with respect to any such Wildfire Claim; 

(iii) creating, perfecting, or enforcing in any manner, whether directly or 

indirectly, any Lien of any kind against any Reorganized Debtor or the property of any 

Reorganized Debtor with respect to any such Wildfire Claims; 

(iv) asserting or accomplishing any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind, whether directly or indirectly, against any obligation 

due to any Reorganized Debtor or against the property of any Reorganized Debtor with respect 

to any such Wildfire Claim; and 

(v) taking any act, in any manner, in any place whatsoever, that does not 

conform to, or comply with, the provisions of the Plan Documents, with respect to any such 

Wildfire Claim. 

(b) Reservations. Notwithstanding anything to the contrary in this Section 10.7 of 

the Plan, this Channeling Injunction shall not enjoin: 

(i) the rights of holders of Subrogation Wildfire Claims and Other Wildfire 

Claims to the treatment afforded them under the Plan, including the right to assert such Claims 

in accordance with the applicable Wildfire Trust Agreements solely against the applicable 

Wildfire Trust whether or not there are funds to pay such Wildfire Claims; and 

(ii) the Wildfire Trusts from enforcing their rights under the Wildfire Trust 

Agreements. 

(c) Modifications. There can be no modification, dissolution, or termination of 

the Channeling Injunction, which shall be a permanent injunction. 

(d) No Limitation on Channeling Injunction. Nothing in the Plan, the 

Confirmation Order, or the Wildfire Trust Agreements shall be construed in any way to limit the scope,

enforceability, or effectiveness of the Channeling Injunction provided for herein and in the 

Confirmation Order. 

(e) Bankruptcy Rule 3016 Compliance. The Debtors’ compliance with the 

requirements of Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for an 

injunction against conduct not otherwise enjoined under the Bankruptcy Code. 

10.8 Exculpation. Notwithstanding anything herein to the contrary, and to the 

maximum extent permitted by applicable law, no Exculpated Party shall have or incur, and each 

Exculpated Party is hereby released and exculpated from, any Claim, Interest, obligation, suit, 

judgment, damage, demand, debt, right, Cause of Action, loss, remedy, or liability for any claim 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 70

of 84
66 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(including, but not limited to, any claim for breach of any fiduciary duty or any similar duty) in 

connection with or arising out of the administration of the Chapter 11 Cases; the negotiation 

and pursuit of the Public Entities Plan Support Agreements, the Backstop Commitment Letters, 

the Subrogation Claims RSA, the Plan Funding, the DIP Facilities, the Disclosure Statement, 

the Plan, the Restructuring Transactions, the Wildfire Trusts (including the Plan Documents, 

the Claims Resolution Procedures and the Wildfire Trust Agreements), or any agreement, 

transaction, or document related to any of the foregoing, or the solicitation of votes for, or 

confirmation of, this Plan; the funding of this Plan; the occurrence of the Effective Date; the 

administration of this Plan or the property to be distributed under this Plan; any membership 

in (including, but not limited to, on an ex officio basis), participation in, or involvement with the 

Statutory Committees; the issuance of Securities under or in connection with this Plan; or the 

transactions in furtherance of any of the foregoing; except for Claims related to any act or 

omission that is determined in a Final Order by a court of competent jurisdiction to have 

constituted actual fraud or willful misconduct, but in all respects such Entities shall be entitled 

to reasonably rely upon the advice of counsel with respect to their duties and responsibilities 

pursuant to this Plan. The Exculpated Parties and each of their respective affiliates, agents, 

directors, officers, employees, advisors, and attorneys have acted in compliance with the 

applicable provisions of the Bankruptcy Code with regard to the solicitation and distributions 

pursuant to this Plan and, therefore, are not, and on account of such distributions shall not be, 

liable at any time for the violation of any applicable law, rule, or regulation governing the 

solicitation of acceptances or rejections of this Plan or such distributions made pursuant to this 

Plan, including the issuance of Securities thereunder. This exculpation shall be in addition to, 

and not in limitation of, all other releases, indemnities, exculpations, and any other applicable 

law or rules protecting such Exculpated Parties from liability. 

10.9 Releases. 

(a) Releases by the Debtors. As of and subject to the occurrence of the Effective 

Date, except for the rights that remain in effect from and after the Effective Date to enforce this 

Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is 

hereby confirmed, including, the service of the Released Parties to facilitate the reorganization 

of the Debtors, the implementation of the Restructuring, and except as otherwise provided in 

this Plan or in the Confirmation Order, the Released Parties are deemed forever released and 

discharged, to the maximum extent permitted by law and unless barred by law, by the Debtors, 

the Reorganized Debtors, and the Debtors’ estates, in each case on behalf of themselves and their 

respective successors, assigns, and representatives and any and all other Entities who may 

purport to assert any Cause of Action derivatively, by or through the foregoing Entities, from 

any and all claims, interests, obligations, suits, judgments, damages, demands, debts, rights, 

Causes of Action, losses, remedies, or liabilities whatsoever, including any derivative claims, 

asserted or assertable on behalf of the Debtors, the Reorganized Debtors, or the Debtors’ estates, 

whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, 

equity, or otherwise, that the Debtors, the Reorganized Debtors, or the Debtors’ estates would 

have been legally entitled to assert in their own right (whether individually or collectively) or on 

behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 71

of 84
67 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the Wildfires, the 

purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the 

Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any 

Claim or Interest that is treated in this Plan, the business or contractual arrangements between 

any Debtor and any Released Party, the DIP Facilities, the Plan Funding, the Restructuring, the 

restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Restructuring 

Transactions, the Public Entities Plan Support Agreements, the Backstop Commitment Letters, 

the Subrogation Claims RSA, the negotiation, formulation, or preparation of the Disclosure 

Statement and this Plan and related agreements, instruments, and other documents (including 

the Plan Documents, the Claims Resolution Procedures, the Wildfire Trust Agreements, Public 

Entities Plan Support Agreements, the Backstop Commitment Letters and the Subrogation 

Claims RSA), the solicitation of votes with respect to this Plan, any membership (including, but 

not limited to, on an ex officio basis), participation in, or involvement with the Statutory 

Committees, or any other act or omission, transaction, agreement, event, or other occurrence, 

and in all respects such Entities shall be entitled to reasonably rely upon the advice of counsel 

with respect to their duties and responsibilities pursuant to this Plan. 

(b) Releases by Holders of Claims and Interests. As of and subject to the 

occurrence of the Effective Date, except for the rights that remain in effect from and after the 

Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, 

the adequacy of which is hereby confirmed, including, the service of the Released Parties to 

facilitate the reorganization of the Debtors and the implementation of the Restructuring, and 

except as otherwise provided in the Plan or in the Confirmation Order, the Released Parties, are 

deemed forever released and discharged, to the maximum extent permitted by law and unless 

barred by law, by the Releasing Parties from any and all claims, interests, obligations, suits, 

judgments, damages, demands, debts, rights, Causes of Action, losses, remedies, and liabilities 

whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, and 

any claims for breach of any fiduciary duty (or any similar duty), whether known or unknown, 

foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such 

holders or their affiliates (to the extent such affiliates can be bound) would have been legally 

entitled to assert in their own right (whether individually or collectively) or on behalf of the 

holder of any Claim or Interest or other Entity, based on or relating to, or in any manner arising 

from, in whole or in part, the Debtors, the Wildfires, the Chapter 11 Cases, the purchase, sale, 

or rescission of the purchase or sale of any Security of the Debtors or the Reorganized Debtors, 

the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is 

treated in the Plan, the business or contractual arrangements between any Debtor and any 

Released Party, the DIP Facilities, the Plan Funding, the Restructuring, the restructuring of any 

Claim or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the 

Public Entities Plan Support Agreement, the Backstop Commitment Letters, the Subrogation 

Claims RSA, the negotiation, formulation, or preparation of the Disclosure Statement, the Plan 

and related agreements, instruments, and other documents (including the Plan Documents, the 

Claims Resolution Procedures, the Wildfire Trust Agreements, Public Entities Plan Support 

Agreements, the Backstop Commitment Letters, and the Subrogation Claims RSA), the 

solicitation of votes with respect to the Plan, any membership in (including, but not limited to, 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 72

of 84
68 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

on an ex officio basis), participation in, or involvement with the Statutory Committees, or any 

other act or omission, transaction, agreement, event, or other occurrence, and in all respects 

such Entities shall be entitled to reasonably rely upon the advice of counsel with respect to their 

duties and responsibilities pursuant to the Plan. Notwithstanding the above, the holders of 

Ghost Ship Fire Claims and Workers’ Compensation Claims retain the right to assert such 

Claims against the Reorganized Debtors in accordance with the terms of the Plan. 

(c) Release of Liens. Except as otherwise specifically provided in the Plan or 

in any contract, instrument, release, or other agreement or document created pursuant to the 

Plan, including the Exit Financing Documents, on the Effective Date and concurrently with the 

applicable distributions made pursuant to the Plan and, in the case of a Secured Claim, 

satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date, 

all mortgages, deeds of trust, Liens, pledges, or other security interests against any property of 

the estates shall be fully released and discharged, and all of the right, title, and interest of any 

holder of such mortgages, deeds of trust, Liens, pledges, or other security interests shall revert 

to the Reorganized Debtors and their successors and assigns, in each case, without any further 

approval or order of the Bankruptcy Court and without any action or filing being required to 

be made by the Debtors. 

(d) Waiver of Statutory Limitations on Releases. Each releasing party in each 

of the releases contained in the Plan (including under Article X of the Plan) expressly 

acknowledges that although ordinarily a general release may not extend to claims which the 

releasing party does not know or suspect to exist in his favor, which if known by it may have 

materially affected its settlement with the party released, each releasing party has carefully 

considered and taken into account in determining to enter into the above releases the possible 

existence of such unknown losses or claims. Without limiting the generality of the foregoing, 

each releasing party expressly waives any and all rights conferred upon it by any statute or rule 

of law which provides that a release does not extend to claims which the claimant does not know 

or suspect to exist in its favor at the time of executing the release, which if known by it may have 

materially affected its settlement with the released party, including the provisions of California 

Civil Code section 1542. The releases contained in this Article X of the Plan are effective 

regardless of whether those released matters are presently known, unknown, suspected or 

unsuspected, foreseen or unforeseen. 

(e) Injunction Related to Releases and Exculpation. The Confirmation Order 

shall permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, 

derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, 

rights, Causes of Action, losses, or liabilities released pursuant to this Plan, including, the claims, 

obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities 

released or exculpated in this Plan. Notwithstanding the above, the holders of Ghost Ship Fire Claims

and Workers’ Compensation Claims retain the right to assert such Claims against the Reorganized 

Debtors in accordance with the terms of the Plan. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 73

of 84
69 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

10.10 Subordination. The allowance, classification, and treatment of all Allowed 

Claims and Interests and the respective distributions and treatments thereof under this Plan take into

account and conform to the relative priority and rights of the Claims and Interests in each Class in 

connection with any contractual, legal, and equitable subordination rights relating thereto, whether 

arising under general principles of equitable subordination, sections 510(a), 510(b), or 510(c) of the

Bankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve 

the right to reclassify any Allowed Claim (other than any DIP Facility Claims) or Interest in 

accordance with any contractual, legal, or equitable subordination relating thereto.

10.11 Retention of Causes of Action/Reservation of Rights. 

(a) Except as otherwise provided in Section 10.9 hereof, nothing herein or in the 

Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights or Causes of 

Action that the Debtors or the Reorganized Debtors may have or which the Reorganized Debtors may 

choose to assert on behalf of their respective estates under any provision of the Bankruptcy Code or 

any applicable nonbankruptcy law, including (i) any and all Claims against any Person or Entity, to 

the extent such Person or Entity asserts a crossclaim, counterclaim, and/or Claim for setoff which 

seeks affirmative relief against the Debtors, the Reorganized Debtors, or their officers, directors, or 

representatives and (ii) for the turnover of any property of the Debtors’ estates. 

(b) Nothing herein or in the Confirmation Order shall be deemed to be a waiver or 

relinquishment of any rights or Causes of Action, right of setoff, or other legal or equitable defense

that the Debtors had immediately prior to the Petition Date, against or with respect to any Claim left

unimpaired by the Plan. The Reorganized Debtors shall have, retain, reserve, and be entitled to assert 

all such claims, Causes of Action, rights of setoff, and other legal or equitable defenses that they had 

immediately prior to the Petition Date fully as if the Chapter 11 Cases had not been commenced, and 

all of the Reorganized Debtors’ legal and equitable rights with respect to any Claim left unimpaired 

by the Plan may be asserted after the Confirmation Date to the same extent as if the Chapter 11 Cases 

had not been commenced. 

(c) The Reorganized Debtors reserve and shall retain the applicable Causes of 

Action notwithstanding the rejection of any executory contract or unexpired lease during the Chapter 

11 Cases or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any 

Causes of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors in 

accordance with the terms hereof. The Reorganized Debtors shall have the exclusive right, authority, 

and discretion to determine and to initiate, file, prosecute, enforce, abandon, settle, compromise, 

release, withdraw, or litigate to judgment any such Causes of Action and to decline to do any of the 

foregoing without the consent or approval of any third party or further notice to or action, order, or

approval of the Bankruptcy Court. 

10.12 Preservation of Causes of Action. No Entity may rely on the absence of a 

specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of 

Action against them as any indication that the Debtors or the Reorganized Debtors will not 

pursue any and all available Causes of Action against them. The Debtors and the Reorganized 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 74

of 84
70 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Debtors expressly reserve all rights to prosecute any and all Causes of Action against any Entity, 

except as otherwise expressly provided herein. 

10.13 Special Provisions for Governmental Units. Solely with respect to 

Governmental Units, nothing herein shall limit or expand the scope of discharge, release, or injunction 

to which the Debtors or the Reorganized Debtors are entitled under the Bankruptcy Code. Further, 

nothing herein, including Sections 10.8 and 10.9 hereof, shall discharge, release, enjoin, or otherwise 

bar (a) any liability of the Debtors or the Reorganized Debtors to a Governmental Unit arising on or 

after the Confirmation Date with respect to events occurring on or after the Confirmation Date, (b) any 

liability to a Governmental Unit that is not a Claim, (c) any valid right of setoff or recoupment of a

Governmental Unit, (d) any police or regulatory action by a Governmental Unit, (e) any environmental 

liability to a Governmental Unit that the Debtors, the Reorganized Debtors, any successors thereto, or

any other Person or Entity may have as an owner or operator of real property after the Effective Date,

or (f) any liability to a Governmental Unit on the part of any Persons or Entities other than the Debtors 

or the Reorganized Debtors, provided, that nothing in this Section 10.13 shall affect the Debtors’ 

releases in Section 10.9 hereof, nor shall anything herein enjoin or otherwise bar any Governmental 

Unit from asserting or enforcing, outside the Bankruptcy Court, any of the matters described in clauses 

(a) through (f) above. 

10.14 Document Retention. On and after the Effective Date, the Reorganized 

Debtors may maintain documents in accordance with the Debtors’ standard document retention policy, 

as may be altered, amended, modified, or supplemented by the Reorganized Debtors. 

10.15 Solicitation of Plan. As of and subject to the occurrence of the Confirmation 

Date: (a) the Debtors shall be deemed to have solicited acceptances of the Plan in good faith and in 

compliance with the applicable provisions of the Bankruptcy Code, including sections 1125(a) and (e) 

of the Bankruptcy Code, and any applicable non-bankruptcy law, rule, or regulation governing the 

adequacy of disclosure in connection with such solicitation and (b) the Debtors and each of their 

respective directors, officers, employees, affiliates, agents, restructuring advisors, financial advisors, 

investment bankers, professionals, accountants, and attorneys shall be deemed to have participated in 

good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and 

issuance of any securities under the Plan, and therefore are not, and on account of such offer, issuance, 

and solicitation shall not be, liable at any time for any violation of any applicable law, rule, or 

regulation governing the solicitation of acceptances or rejections of the Plan or the offer and issuance 

of any securities under the Plan. 

ARTICLE XI. 

RETENTION OF JURISDICTION 

11.1 Jurisdiction of Bankruptcy Court. On and after the Effective Date, the 

Bankruptcy Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or 

related to the Chapter 11 Cases and the Plan pursuant to, and for the purposes of, sections 105(a) and

1142 of the Bankruptcy Code and for, among other things, the following purposes: 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 75

of 84
71 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(a) To hear and determine motions for and any disputes involving the assumption, 

assumption and assignment, or rejection of executory contracts or unexpired leases and the allowance 

of Claims resulting therefrom, including the determination of any Cure Amount; 

(b) To determine any motion, adversary proceeding, application, contested matter, 

and other litigated matter pending on or commenced before or after the Confirmation Date, including, 

any proceeding with respect to a Cause of Action or Avoidance Action; 

(c) To ensure that distributions to holders of Allowed Claims are accomplished as 

provided herein; 

(d) To consider Claims or the allowance, classification, priority, compromise, 

estimation, or payment of any Claim, including any Administrative Expense Claims; 

(e) To enter, implement, or enforce such orders as may be appropriate in the event 

the Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated; 

(f) To issue injunctions, enter and implement other orders, and take such other 

actions as may be necessary or appropriate to restrain interference by any Person with the 

consummation, implementation, or enforcement of the Plan, the Confirmation Order, or any other 

order, judgment or ruling of the Bankruptcy Court, including enforcement of the releases, 

exculpations, and the Channeling Injunction; 

(g) To hear and determine any application to modify the Plan in accordance with 

section 1127 of the Bankruptcy Code and to remedy any defect or omission or reconcile any 

inconsistency in the Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including 

the Confirmation Order, in such a manner as may be necessary to carry out the purposes and effects 

thereof; 

(h) To hear and determine all applications under sections 330, 331, and 503(b) of 

the Bankruptcy Code for awards of compensation for services rendered and reimbursement of 

expenses incurred prior to the Confirmation Date; 

(i) To hear and determine disputes arising in connection with or related to the 

interpretation, implementation, or enforcement of the Plan, the Confirmation Order, any transactions 

or payments contemplated herein, or any agreement, instrument, or other document governing or 

relating to any of the foregoing; 

(j) To hear and determine disputes arising in connection with Disputed Claims; 

(k) To take any action and issue such orders as may be necessary to construe, 

enforce, implement, execute, and consummate the Plan or to maintain the integrity of the Plan 

following consummation; 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 76

of 84
72 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

(l) To recover all assets of the Debtors and property of the Debtors’ estates, 

wherever located; 

(m) To determine such other matters and for such other purposes as may be provided 

in the Confirmation Order; 

(n) To hear and determine matters concerning state, local, and federal taxes in 

accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited 

determination of taxes under section 505(b) of the Bankruptcy Code); 

(o) To enforce all orders previously entered by the Bankruptcy Court; 

(p) To hear and determine any other matters related hereto and not inconsistent with 

the Bankruptcy Code and title 28 of the United States Code; 

(q) To resolve any disputes concerning whether a Person or entity had sufficient 

notice of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in connection 

with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for 

responding or objecting to a Cure Amount, in each case, for the purpose for determining whether a 

Claim or Interest is discharged hereunder or for any other purpose; 

(r) To determine any other matters or adjudicate any disputes that may arise in 

connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order, the Plan

Supplement, or any document related to the foregoing; provided, that the Bankruptcy Court shall not 

retain jurisdiction over disputes concerning documents contained in the Plan Supplement that have a 

jurisdictional, forum selection or dispute resolution clause that refers disputes to a different court; 

(s) To hear and determine all disputes involving the existence, nature, or scope of 

the Debtors’ discharge; 

(t) To hear and determine any rights, claims, or Causes of Action held by or 

accruing to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or any federal 

or state statute or legal theory; 

(u) To hear and determine any dispute involving the Wildfire Trusts, including but 

not limited to the interpretation of the Wildfire Trust Agreements; 

(v) To hear any other matter not inconsistent with the Bankruptcy Code; and 

(w) To enter a final decree closing the Chapter 11 Cases. 

To the extent that the Bankruptcy Court is not permitted under applicable law to preside over 

any of the forgoing matters, the reference to the “Bankruptcy Court” in this Article XI shall be deemed 

to be replaced by the “District Court.” Nothing in this Article XI shall expand the exclusive 

jurisdiction of the Bankruptcy Court beyond that provided by applicable law. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 77

of 84
73 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

ARTICLE XII. 

MISCELLANEOUS PROVISIONS 

12.1 Dissolution of Statutory Committees. On the Effective Date, the Statutory 

Committees shall dissolve, the current and former members of the Statutory Committees, including 

any ex officio members, and their respective officers, employees, counsel, advisors and agents, shall 

be released and discharged of and from all further authority, duties, responsibilities and obligations

related to and arising from and in connection with the Chapter 11 Cases, except for the limited purpose 

of prosecuting (i) requests for allowances of compensation and reimbursement of expenses incurred 

prior to the Effective Date or (ii) any appeals of the Confirmation Order. 

12.2 Substantial Consummation. On the Effective Date, the Plan shall be deemed 

to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code. 

12.3 Exemption from Transfer Taxes. Pursuant to section 1146(a) of the 

Bankruptcy Code, the issuance, transfer, or exchange of any Security or property hereunder or in 

connection with the transactions contemplated hereby, the creation, filing, or recording of any 

mortgage, deed of trust, or other security interest, the making, assignment, filing, or recording of any 

lease or sublease, or the making or delivery of any deed, bill of sale, or other instrument of transfer 

under, in furtherance of, or in connection with the Plan, or any agreements of consolidation, deeds, 

bills of sale, or assignments executed in connection with any of the transactions contemplated herein,

shall constitute a “transfer under a plan” within the purview of section 1146 of the Bankruptcy Code 

and shall not be subject to or taxed under any law imposing a stamp tax or similar tax, to the maximum

extent provided by section 1146(a) of the Bankruptcy Code. To the maximum extent provided by 

section 1146(a) of the Bankruptcy Code and applicable nonbankruptcy law, the Restructuring 

Transactions shall not be taxed under any law imposing a stamp tax or similar tax.

12.4 Expedited Tax Determination. The Reorganized Debtors may request an 

expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for

or on behalf of the Debtors or the Reorganized Debtors for all taxable periods of the Debtors through 

the Effective Date. 

12.5 Payment of Statutory Fees. On the Effective Date, and thereafter as may be 

required, each of the Debtors shall pay all the respective fees payable pursuant to section 1930 of 

chapter 123 of title 28 of the United States Code, together with interest, if any, pursuant to section

3717 of title 31 of the United States Code, until the earliest to occur of the entry of (i) a final decree 

closing such Debtor’s Chapter 11 Case, (ii) a Final Order converting such Debtor’s Chapter 11 Case 

to a case under chapter 7 of the Bankruptcy Code, or (iii) a Final Order dismissing such Debtor’s 

Chapter 11 Case. 

12.6 Plan Modifications and Amendments. The Plan may be amended, modified, 

or supplemented by the Debtors or the Reorganized Debtors, as applicable, in the manner provided for 

by section 1127 of the Bankruptcy Code or as otherwise permitted by law without additional disclosure 

pursuant to section 1125 of the Bankruptcy Code, except as the Bankruptcy Court may otherwise 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 78

of 84
74 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

direct, so long as such action does not materially and adversely affect the treatment of holders of 

Claims or Interests hereunder. The Debtors may institute proceedings in the Bankruptcy Court to 

remedy any defect or omission or reconcile any inconsistencies in the Plan or the Confirmation Order 

with respect to such matters as may be necessary to carry out the purposes and effects of the Plan and

any holder of a Claim or Interest that has accepted the Plan shall be deemed to have accepted the Plan

as so amended, modified, or supplemented. Prior to the Effective Date, the Debtors may make 

appropriate technical adjustments and modifications to the Plan without further order or approval of 

the Bankruptcy Court; provided, that such technical adjustments and modifications do not materially 

and adversely affect the treatment of holders of Claims or Interests. 

12.7 Revocation or Withdrawal of Plan. The Debtors may revoke, withdraw, or 

delay consideration of the Plan prior to the Confirmation Date, either entirely or with respect to one

or more of the Debtors, and to file subsequent amended plans of reorganization. If the Plan is revoked, 

withdrawn, or delayed with respect to fewer than all of the Debtors, such revocation, withdrawal, or 

delay shall not affect the enforceability of the Plan as it relates to the Debtors for which the Plan is not 

revoked, withdrawn, or delayed. If the Debtors revoke the Plan in its entirety, the Plan shall be deemed 

null and void. In such event, nothing herein shall be deemed to constitute a waiver or release of any

Claim by or against the Debtors or any other Person or to prejudice in any manner the rights of the 

Debtors or any other Person in any further proceedings involving the Debtors. 

12.8 Courts of Competent Jurisdiction. If the Bankruptcy Court abstains from 

exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter

arising out of the Plan, such abstention, refusal, or failure of jurisdiction shall have no effect upon and 

shall not control, prohibit, or limit the exercise of jurisdiction by any other court having competent

jurisdiction with respect to such matter. 

12.9 Severability. If, prior to entry of the Confirmation Order, any term or provision 

of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy 

Court, in each case at the election and request of the Debtors may alter and interpret such term or 

provision to make it valid or enforceable to the maximum extent practicable, consistent with the 

original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or

provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, 

alteration, or interpretation, the remainder of the terms and provisions of the Plan shall remain in full 

force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, 

or interpretation. The Confirmation Order shall constitute a judicial determination and provide that 

each term and provision hereof, as it may have been altered or interpreted in accordance with the 

foregoing, is (a) valid and enforceable pursuant to its terms; (b) integral to the Plan and may not be

deleted or modified except in accordance with the terms of the Plan; and (c) nonseverable and mutually

dependent. 

12.10 Governing Law. Except to the extent the Bankruptcy Code or other U.S. 

federal law is applicable, or to the extent a schedule hereto, or a schedule in the Plan Supplement 

expressly provides otherwise, the rights, duties, and obligations arising hereunder shall be governed 

by, and construed and enforced in accordance with, the laws of the State of California, without giving

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 79

of 84
75 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

effect to the principles of conflicts of law thereof to the extent they would result in the application of 

the laws of any other jurisdiction. 

12.11 Schedules and Exhibits. The schedules and exhibits to the Plan and the Plan 

Supplement are incorporated into, and are part of, the Plan as if set forth herein. 

12.12 Successors and Assigns. All the rights, benefits, and obligations of any Person 

named or referred to herein shall be binding on, and inure to the benefit of, the heirs, executors, 

administrators, successors, and/or assigns of such Person. 

12.13 Time. In computing any period of time prescribed or allowed herein, unless 

otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 

9006 shall apply. 

12.14 Notices. To be effective, all notices, requests, and demands to or upon the 

Debtors shall be in writing (including by facsimile or electronic transmission) and, unless otherwise 

expressly provided herein, shall be deemed to have been duly given or made when actually delivered, 

or in the case of notice by facsimile transmission, when received and telephonically confirmed, 

addressed as follows: 

If to the Debtors, to:

PG&E Corporation and Pacific Gas and 

Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Attn: Janet Loduca, Senior Vice President and 

General Counsel 

E-mail: J1Lc@pge.com 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, New York 10153 

Attn: Stephen Karotkin, Ray C. Schrock, 

Jessica Liou and Matthew Goren 

Telephone: (212) 310-8000 

E-mail: stephen.karotkin@weil.com, 

ray.schrock@weil.com, 

jessica.liou@weil.com, 

matthew.goren@weil.com 

Cravath, Swaine & Moore LLP 

Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019-7475 

Attn: Kevin J. Orsini, Paul H. Zumbro 

Telephone: (212) 474-1000 

Email: korsini@cravath.com, 

pzumbro@cravath.com 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 80

of 84
76 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Keller & Benvenutti LLP 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Attn: Tobias S. Keller, Peter J. Benvenutti, 

and Jane Kim 

Telephone: (415) 796 0709 

Email: tkeller@kellerbenvenutti.com, 

pbenvenutti@kellerbenvenutti.com, 

jkim@kellerbenvenutti.com. 

If to the Creditors Committee: 

Milbank LLP 

55 Hudson Yards 

New York, New York 10001-2163 

Attn: Dennis F. Dunne 

Telephone: (212) 530-5000 

Email: ddunne@milbank.com 

Milbank LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA US 90067-3019 

Attn: Thomas A. Kreller 

Telephone: (424) 386-4000 

Email: tkreller@milbank.com 

If to the Tort Claimants Committee: 

Baker & Hostetler LLP 

1160 Battery Street, Suite 100 

San Francisco, CA 94111 

Attn: Robert Julian and Cecily A. Dumas 

Telephone: (628) 208 6434 

Email: rjulian@bakerlaw.com and 

cdumas@bakerlaw.com 

Baker & Hostetler LLP 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025 

Attn: Eric E. Sagerman and Lauren T. Attard 

Telephone (310) 820 8800 

Email: esagerman@bakerlaw.com, 

lattard@bakerlaw.com 

If to the U.S. Trustee: 

United States Department of Justice 

Office of the U.S. Trustee 

450 Golden Gate Avenue, Suite 05-0153 

San Francisco, CA 94102 

Attn: Andrew R. Vara and Timothy S. 

Laffredi 

Telephone: (415) 705-3333 

Email: Andrew.R.Vara@usdoj.gov and 

Timothy.S.Laffredi@usdoj.gov 

After the occurrence of the Effective Date, the Reorganized Debtors have authority to 

send a notice to Entities that in order to continue to receive documents pursuant to Bankruptcy Rule 

2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule 

2002. After the occurrence of the Effective Date, the Reorganized Debtors are authorized to limit the

list of Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed 

such renewed requests. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 81

of 84
77 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

12.15 Reservation of Rights. Except as otherwise provided herein, this Plan shall be 

of no force or effect unless the Bankruptcy Court enters the Confirmation Order. None of the filing 

of this Plan, any statement or provision of this Plan, or the taking of any action by the Debtors with

respect to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the 

Debtors with respect to any Claims or Interests prior to the Effective Date. 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 82

of 84
l Dated: September 23, 2019 

San Francisco, California 

2 

3 

4 

5 

6 

7 

8 

9 

10 

11 

� 12 

� 0\ 

� ::: 

VJ O 13 QJ (1) I eJJ � C"') = i:: 

I.(") 14 ��;; � � ..... � g � 15

.= i:.... .::t.� 16 .:i t--- I,.,. 

0 \CJ 0 

c.;, 

...:: 

r--- >- 1 7 ;3: 

; .... (1) 

z 18

19 

20 

21 

22 

23 

24 

25 

26 

27 

28 

Respectfully submitted, 

PG&E CORPORATION 

Executive Vice President and Chief Financial 

Officer 

Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 83

of 84
Case: 19-30088 Doc# 3966 Filed: 09/23/19 Entered: 09/23/19 11:38:49 Page 84

of 84