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EXHIBIT H 

Securities Engagement Letter 

Case: 19-30088 Doc# 4446-8 Filed: 10/23/19 Entered: 10/23/19 20:23:33 Page 1

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Execution Version

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J.P. MORGAN SECURITIES LLC

383 Madison Avenue

New York, New York 10179

BARCLAYS

745 Seventh Avenue

New York, NY 10019

BofA SECURITIES, INC.

One Bryant Park

New York, NY 10036

CITIGROUP GLOBAL MARKETS INC.

388 Greenwich Street

New York, NY 10013

GOLDMAN SACHS & CO. LLC

200 West Street

New York, NY 10282

PERSONAL AND CONFIDENTIAL

October 4, 2019

PG&E Corporation

Pacific Gas and Electric Company

77 Beale Street

P.O. Box 77000

San Francisco, California 94177

Attention: Nicholas M. Bijur

PG&E Corporation

Pacific Gas and Electric Company

Securities Engagement Letter

Ladies and Gentlemen:

Reference is hereby made to (i) the Chapter 11 bankruptcy cases, jointly administered 

under lead case number 19-30088 (the “Chapter 11 Cases”), currently pending before the United States 

Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”), in which PG&E 

Corporation, a California corporation (“PG&E”), and Pacific Gas and Electric Company, a California 

corporation (the “Utility” and together with PG&E, the “Debtors”) are debtors and debtors in possession 

and (ii) the first amended Chapter 11 plan of reorganization filed by the Debtors with the Bankruptcy Court 

on September 23, 2019 at ECF No. 3966 (as may be further amended, modified or otherwise changed, the 

“Plan”) to implement the terms and conditions of the reorganization of the Debtors as provided therein. 

You agree that, unless the context otherwise requires, each reference herein to “you”, and any provision 

hereof applicable to you shall apply to PG&E, the Utility, any entity formed to hold all of the assets of 

PG&E and/or the Utility upon emergence from bankruptcy (“NewCo”) and any issuer of the Securities (as 

defined below), as applicable, and PG&E and the Utility agree to cause NewCo and any issuer of the 

Securities, as applicable, to comply with the terms of this letter agreement as if it were a party hereto.

You have advised us that, in connection with the consummation of the transactions contemplated by the 

Plan, PG&E intends to (a) enter into a new revolving credit facility in an aggregated committed amount of 

$500 million (the “PG&E Revolving Credit Facility”) and (b)(i) issue senior secured notes pursuant to a 

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registered public offering or Rule 144A or other private placement (the “PG&E Senior Notes”), (ii) incur 

term loans under a senior secured term loan facility (the “PG&E Term Loan Facility” and the loans 

thereunder, the “PG&E Term Loans” and, together with the PG&E Senior Notes, collectively, the 

“Permanent Financing”) or (iii) issue or incur a combination of the foregoing. In connection therewith, 

PG&E desires to enter into a $7,000 million senior unsecured bridge loan facility (the “PG&E Facility”) 

having the terms and subject to the conditions set forth in the PG&E Corporation Commitment Letter 

among PG&E, the Utility, JPMorgan Chase Bank, N.A. and the other “Commitment Parties” party thereto 

dated the date hereof and in the annexes thereto, to be available in the event that the Permanent Financing is 

not issued and/or incurred on or prior to the Effective Date (as defined in the Plan) of the Plan for any 

reason.

You have also advised us that, in connection with the consummation of the transactions contemplated by 

the Plan, the Utility intends to (a) enter into a new revolving credit facility in an aggregated committed 

amount of $3,500 million (the “Utility Revolving Credit Facility” and together with the PG&E Revolving 

Credit Facility, the “Revolving Credit Facilities”) and (b) issue senior secured notes pursuant to a 

registered public offering or Rule 144A or other private placement (the “Utility Senior Notes”, together 

with the PG&E Senior Notes, the “Senior Notes”). In connection therewith, the Utility desires to enter into 

a $27,350 million senior secured bridge loan facility (the “Utility Facility” and together with the PG&E 

Facility, the “Facilities”) having the terms and subject to the conditions set forth in the Pacific Gas and 

Electric Company Commitment Letter among PG&E, the Utility, JPMorgan Chase Bank, N.A. and the 

other “Commitment Parties” party thereto dated the date hereof and in the annexes thereto, to be available 

in the event that the Utility Senior Notes are not issued on or prior to the Effective Date of the Plan for any 

reason.

Accordingly, the parties hereto agree as follows:

1. Engagement. 

Subject to the approval of this letter agreement by the Bankruptcy Court, in connection 

with the financing of the transactions and distributions contemplated by the Plan, and the refinancing or 

replacement of the Facilities or other interim debt financing for the transactions and distributions 

contemplated by the Plan (such financing, refinancing or replacement, collectively, the “Exit Financing”), 

you hereby engage J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc., BofA Securities, 

Inc. (or any of its designated affiliates), Citigroup Global Markets Inc. on behalf of Citi (as defined below)

and Goldman Sachs & Co. LLC (collectively, the “Engagement Parties”, “we” or “us”) to be, as 

applicable, the joint bookrunning managers and joint lead underwriters, joint lead placement agents or joint 

lead initial purchasers ((i) in the case of any Offering or Proposed Financing by PG&E (or any entity 

formed to hold all of the assets of PG&E upon emergence from bankruptcy), with J.P. Morgan’s name 

appearing on the left-hand side of any prospectus, offering memorandum, private placement memorandum 

or similar document and with J.P. Morgan holding the leading roles and responsibilities associated with 

such placement and (ii) in the case of any Offering or Proposed Financing by the Utility (or any entity 

formed to hold all of the assets of the Utility upon emergence from bankruptcy), with each Engagement 

Party acting as an active joint bookrunning manager, active joint lead underwriter, active joint lead 

placement agent or active joint lead initial purchaser) (each, a “Titled Capacity”) in respect of any public 

or private offering by you or your affiliates of debt securities (but excluding (i) any debt convertible into 

equity, (y) any commercial paper programs and (z) any securities issued by a special purpose vehicle 

pursuant to a securitization) (any such securities, the “Securities”; and any such offering, an “Offering”), 

whether completed prior to, on or after the Effective Date, including, but not limited to, the contemplated 

issuance by (x) the Utility of at least $27,350 million aggregate principal amount of Utility Senior Notes, 

(y) PG&E of at least $7,000 million aggregate principal amount of PG&E Senior Notes, in each case, as 

contemplated by the Plan (the “Proposed Financing”). Notwithstanding the foregoing, you may appoint, 

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in each case after consultation with the Engagement Parties, (A) 

and (B) 

(the additional financial institutions described in clauses (A) and (B), the “Additional 

Engagement Parties”), in each case, so long as (i) each Engagement Party shall be entitled to serve in the 

applicable Titled Capacity described above 

; provided that to the extent any Additional Engagement Party participates in such 

Offering or Proposed Financing, the economics allocated to such Additional Engagement Party shall reduce 

the economics of the Engagement Parties on a pro rata basis. For the avoidance of doubt, except as provided 

in the proviso relating to the Additional Engagement Parties in the immediately preceding sentence, no 

other underwriter, placement agent or initial purchaser may be appointed nor any other title or economics 

awarded in connection with the Proposed Financing or any other Offering without the consent of the 

Engagement Parties. In connection with any Offering in which any Engagement Party elects to participate, 

you shall enter into an underwriting agreement, placement agency engagement letter or purchase 

agreement, as applicable, with such Engagement Parties, which agreement shall be consistent with this 

letter agreement and otherwise in a mutually acceptable form. For purposes of this letter agreement, “Citi” 

shall mean Citigroup Global Markets Inc., Citibank N.A., Citicorp USA, Inc., Citicorp North America, Inc. 

and/or any of their affiliates as any of them shall determine to be appropriate to provide the services 

contemplated herein.

Each Engagement Party reserves the right not to participate in any Offering, and the 

foregoing is not an agreement by any Engagement Party or any of its affiliates to underwrite, place or 

purchase any Securities or otherwise provide any financing. 

It is currently expected that the Proposed Financing will be consummated substantially 

concurrently with the Effective Date. You agree to promptly commence the preparation of a registration 

statement or an offering memorandum relating to the Proposed Financing and that you will use 

commercially reasonable efforts to provide to us, no later than 30 days prior to the Effective Date, the 

completed preliminary prospectus or the preliminary offering memorandum relating to the Proposed 

Financing. 

2. Matters Relating to Engagement. You will not, and will cause your affiliates not to, 

initiate, solicit or enter into any discussions or negotiations looking toward the issuance, offering or sale of 

the Securities to any third parties, except through the Engagement Parties. In the event that you receive any 

inquiry concerning the Securities, you agree to promptly inform the Engagement Parties of such inquiry. In 

addition, you agree that from the date hereof until the termination of this letter agreement, you will not 

offer, sell, contract to sell or otherwise dispose of any securities substantially similar to the Securities 

without the prior written consent of the Engagement Parties. You further represent and agree that no offers 

or sales of securities of the same or a similar class as the Securities have been made or will be made by you 

or any of your affiliates or on your or their behalf which would be integrated with the offer and sale of the 

Securities under the doctrine of integration referred to in Regulation D under the Securities Act of 1933, as 

amended (the “Act”) so as to require registration of the Securities under the Act. 

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You shall not, directly or indirectly (except through the Engagement Parties or as otherwise 

consented to by the Engagement Parties), sell or offer to sell any of the Securities (or any substantially similar 

security) during the term of this letter agreement and in any event you have not made and will not make, 

directly or indirectly, any offer or sale of any security which is or would be integrated with the sale of any

Securities that are not being offered or sold in a registered Offering in a manner that would require such

Securities to be registered under the Act. In the case of any Offering which is executed as a private 

placement pursuant to Section 4(a)(2) of the Act or Regulation D thereunder, you represent that you and 

your affiliates, including any issuer of the Securities, have not and will not (i) offer or sell any Securities by 

any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D 

under the Act) and (ii) engage in any directed selling efforts within the meaning of Regulation S under the Act. 

In addition, you acknowledge that you are responsible for making all necessary notifications of, and filings 

with, all federal, state and other applicable securities regulatory authorities with respect to the transactions 

contemplated by in this letter agreement; provided that you shall not file a Form D with respect to the 

Offering without the prior written consent of the Engagement Parties.

You acknowledge and agree that each Engagement Party has been engaged solely as an 

independent contractor to provide the services set forth herein. In rendering such services, each 

Engagement Party will be acting solely pursuant to a contractual relationship on an arm’s length basis with 

respect to any Offering (including in connection with determining the terms of such Offering) and not as a 

financial advisor or a fiduciary to you or any other person. Additionally, you acknowledge that the 

Engagement Parties are not advising you or any other person as to any legal, tax, investment, accounting or 

regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters 

and shall be responsible for making your own independent investigation and appraisal of the transactions 

contemplated hereby, and the Engagement Parties shall not have any responsibility or liability to you or any 

other person with respect thereto. You further acknowledge and agree that any review by any Engagement 

Party of PG&E, the Utility, any NewCo, any Offering, the terms of the Securities and other matters relating 

thereto will be performed solely for the benefit of such Engagement Party and shall not be on behalf of you 

or any other person. You also acknowledge and agree that no Engagement Party shall have any liability to 

you or your affiliates for any actions or omissions of any other Engagement Party. Finally, you agree that 

each Engagement Party may perform the services contemplated hereby in conjunction with its affiliates, 

and that any such affiliates performing services hereunder shall be entitled to the benefits, and be subject to 

the terms, of this letter agreement.

You acknowledge that each Engagement Party is a securities firm that is engaged in 

securities trading and brokerage activities, as well as providing investment banking and financial advisory 

services. In the ordinary course of trading and brokerage activities, each Engagement Party and its affiliates 

may at any time hold long or short positions, and may trade or otherwise effect transactions, for their own 

account or the accounts of customers, in debt or equity securities of entities that may be involved in the 

transactions contemplated hereby. Each Engagement Party recognizes its responsibility for compliance 

with federal securities laws in connection with such activities. 

In addition, each Engagement Party and its affiliates may from time to time perform 

various investment banking, commercial banking and financial advisory services for other clients and 

customers who may have conflicting interests with respect to you or the Offering. You acknowledge that 

each Engagement Party and its affiliates have no obligation to use in connection with this engagement, or to 

furnish to you, confidential information obtained from other companies. 

Furthermore, you acknowledge that each Engagement Party and its affiliates may have 

fiduciary or other relationships whereby each Engagement Party and its affiliates may exercise voting 

power over securities of various persons, which securities may from time to time include securities of you, 

potential purchasers of the Securities or others with interests in respect of the Offering. You acknowledge 

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that each Engagement Party and its affiliates may exercise such powers and otherwise perform their 

functions in connection with such fiduciary or other relationships without regard to their relationship to you 

hereunder. 

3. Termination. (a) This letter agreement may be terminated by any Engagement Party (as 

to itself), in whole or in part, at any time upon written notice to you. This letter agreement may be 

terminated by you after the earliest of (i) the date that is twelve months after the date hereof, if the Effective 

Date has not occurred, (ii) the Effective Date, if the Effective Date of the Plan was accomplished without 

any loans under the Facilities or other interim Exit Financing and so long as any Offering consummated 

prior to or concurrently with the Effective Date was made in compliance with this letter agreement, (iii) the 

first anniversary of the Effective Date and (iv) the date of receipt by you of aggregate cash proceeds in an 

amount equal to at least the then outstanding obligations under the Facilities or any other interim Exit 

Financing from the sale of Securities in a transaction in which the Engagement Parties act in a Titled 

Capacity with no less than the percentage of the economics of such transaction applicable to the 

Engagement Parties established pursuant to paragraph 1 of this letter agreement, if the Proposed Financing 

is consummated after the Effective Date. Upon any termination of this letter agreement, the obligations of 

the parties hereunder shall terminate, except for their obligations under paragraphs 4, 5, 7 and 8 below. 

(b) This letter agreement may be terminated by you “for cause” within the meaning of, and 

subject to, the terms of paragraph 5(d) below with respect to any Rule 5110 Offering (as defined below). 

4. Indemnification. Subject to the approval of this letter agreement by the Bankruptcy 

Court, in consideration of the engagement hereunder, you (in such capacity, the “Indemnifying Party”) 

shall, to the extent set forth in Annex A hereto, indemnify and hold harmless each Engagement Party and 

the other Indemnified Persons referred to in said Annex, which Annex is incorporated herein by reference 

and constitutes a part hereof. 

You agree that the fees, expenses and indemnities payable hereunder and incurred pursuant 

hereto, and as set forth in, this letter agreement (a) are reasonable, (b) are actual and necessary costs and 

expenses of preserving the Debtors’ estates and (c) subject to the approval of this letter agreement by the 

Bankruptcy Court, constitute allowed Administrative Claims against the Debtors on a joint and several 

basis under the Plan.

5. Fees and Expenses. (a) Subject to the approval of this letter agreement by the 

Bankruptcy Court, in any Offering that is consummated prior to termination of this letter agreement and in 

which any Engagement Party acts in a Titled Capacity, you shall, or shall cause any applicable issuer to, pay 

aggregate underwriters’ or initial purchasers’ discounts, or placement agency fees, as applicable, equal to 

in each case payable at the closing of such Offering out of 

the proceeds thereof, such fees to be allocated 

 in each case subject to pro rata reduction in connection 

with the appointment of any Additional Engagement Party in accordance with paragraph 1 above. 

(b) Subject to the approval of this letter agreement by the Bankruptcy Court, you shall 

reimburse the Engagement Parties promptly upon request for all their reasonable and documented 

out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket 

fees, disbursements and other charges of legal counsel) incurred in connection with this letter agreement or 

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any of the transactions contemplated hereby (including any Offering), whether or not any Securities are 

issued, offered or sold. You shall be responsible for all reasonable and documented printing costs, filing 

fees and “blue-sky” fees and expenses (including reasonable and documented out-of-pocket counsel fees in 

that connection) and all applicable stamp, issuance, transfer or other similar taxes or duties and all 

applicable listing fees and expenses and your roadshow expenses (including the expense of any chartered 

aircraft jointly used).

(c) Subject to the approval of this letter agreement by the Bankruptcy Court, in the event 

that during the period commencing on the date hereof and ending 12 months following the termination 

hereof you or any of your affiliates obtain Exit Financing or any other exit financing in connection with a 

plan of reorganization other than the Plan (other than bank or syndicated credit financing) (any such 

financing, an “Alternate Financing”) without, with respect to any Engagement Party, such Engagement 

Party acting in its Titled Capacity in connection therewith and without receiving at least the percentage of 

minimum economics of such financing applicable to such Engagement Party established pursuant to 

paragraph 1 above (in accordance with, and with the economics contemplated by, paragraph 1 and 5(a) 

above) (the “Requisite Economics”), then you agree to pay to such Engagement Party that is not acting in 

its Titled Capacity at the time of consummation of the Alternate Financing, an amount equal to 50% (or, if 

such Alternate Financing refinances or replaces any Facility that is outstanding or in effect immediately 

prior to the consummation of such Alternate Financing, 100%) of the fees that would have been payable 

pursuant to paragraph 5(a) above if such Engagement Party acted in its Titled Capacity with the Requisite 

Economics for such Alternate Financing; provided that no such fee shall be payable to any Engagement 

Party that has been offered the opportunity to act in a Titled Capacity with the Requisite Economics with 

respect to such financing and has elected not to do so (unless such offer was made in connection with an 

Alternate Financing in respect of an exit financing in connection with a plan of reorganization other than the 

Plan).

(d) Notwithstanding anything to the contrary herein, any Engagement Party is 

participating as an underwriter in accordance with the terms of this letter agreement in any Offering that is 

subject to Rule 5110 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) (the services 

contemplated by this letter agreement with respect to any such offering, the “Underwriting Services” and 

any such offering, a “Rule 5110 Offering”), and thereafter you determine in your reasonable good faith 

judgment to terminate such Engagement Party’s engagement for cause in accordance with paragraph 3(b), 

you shall have no obligation to pay any fee to such Engagement Party that would otherwise be payable to 

such Engagement Party pursuant to paragraph 5(c) hereof in connection with such Offering after such 

termination. For purposes of this section, “termination for cause” means a termination of this letter 

agreement, after reasonable notice by you, as a result of the material failure of an Engagement Party to 

provide the Underwriting Services, provided that such failure to provide the Underwriting Services is not a 

result of market, economic or political conditions, your condition (financial or otherwise), any failure by 

you to perform your obligations hereunder or under the securities laws, or any other circumstances outside 

such Engagement Party’s control. In addition, the parties hereto mutually acknowledge and agree that any 

underwriting fees in respect of any Offering that is subject to FINRA Rule 5110 are reasonable in relation to 

the Underwriting Services contemplated in this letter agreement.

6. Disclosure. In connection with its engagement hereunder with respect to any Offering, 

each Engagement Party shall assist you in preparing a prospectus, offering memorandum, private 

placement memorandum or other document to be used in connection with each Offering in which such 

Engagement Parties participate (the “Offering Document”). You shall furnish the Engagement Parties

with all financial and other information concerning the Debtors, the Plan, the financing thereof and related 

matters (the “Information”) that the Engagement Parties may reasonably request for inclusion in any 

Offering Document or otherwise. You represent that (i) the Information (other than projections), as 

supplemented at the time of pricing the applicable Securities and taken as a whole, and the Offering 

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Document will be complete and correct in all material respects and will not include an untrue statement of a 

material fact or omit to state a material fact necessary in order to make the statements therein, in light of the 

circumstances under which they were made, not misleading, (ii) all historical financial data included in any 

Offering Document will be prepared in all material respects in accordance with generally accepted 

accounting principles and practices then in effect in the United States (or with appropriate reconciliation to 

such U.S. generally accepted accounting principles and practices if required by law or regulation or 

requested by the Engagement Parties) and, in the case of the consolidated financial statements included in 

such Offering Document, will be prepared in all material respects in accordance with Regulation S-X under 

the Act, and will fairly present in all material respects the financial condition and operations of the Debtors,

(iii) all pro forma financial statements included in any Offering Document will be prepared in all material 

respects in accordance with Article 11 of Regulation S-X under the Act and (iv) any projections, financial 

or otherwise, provided to the Engagement Parties will be prepared in good faith with a reasonable basis for 

the assumptions and the conclusions reached therein and on a basis consistent with the historical financial 

data of the Debtors; it being understood that actual results may vary from such projections. You agree to 

notify the Engagement Parties promptly upon becoming aware of any material adverse change, or 

development that may lead to any material adverse change, in the business, properties, management, 

operations, financial condition or prospects of the Debtors. In addition, you agree to promptly notify the 

Engagement Parties if you become aware of an untrue statement or an alleged untrue statement of a material 

fact contained in any Information previously provided to the Engagement Parties, or the omission or the 

alleged omission to state therein a material fact necessary in order to make the statements therein, in light of 

the circumstances under which they were made, not misleading. You acknowledge and agree that the 

Offering Document is your own work product. Each Engagement Party may rely, without independent 

verification, upon the accuracy and completeness of the Information and any Offering Document, and the 

Engagement Parties do not assume any responsibility therefor. In the case of any Offering which is 

executed as a private placement pursuant to Section 4(a)(2) of the Act or Regulation D thereunder, you shall 

extend to each prospective purchaser of Securities the opportunity, prior to the closing date for the sale of any 

Securities to such prospective purchaser, to ask questions of, and receive answers from, you concerning you, 

the Securities and the terms and conditions of such Offering and to obtain any information that such 

prospective purchasers may consider necessary in making an informed investment decision or to verify the 

accuracy of the information set forth in any private placement memorandum, investor presentation and/or other 

marketing materials relating to such Offering, including any amendments or supplements thereto, documents 

incorporated therein by reference and any other information provided by you in due diligence or otherwise.

7. Confidentiality. 

(a) Each Engagement Party shall use all non-public information provided to it by or on 

behalf of you or any of your subsidiaries or affiliates solely for the purpose of providing the services that are 

the subject of this letter agreement and shall treat confidentially all such information and shall not disclose 

such information to any third party or circulate or refer publicly to such information, except in each case for 

information that was or becomes publicly available other than by reason of disclosure by such Engagement 

Party in violation of this letter agreement or was or becomes available to such Engagement Party or its 

affiliates from a source which is not known by such Engagement Party to be subject to a confidentiality 

obligation to you, provided that nothing herein shall prevent any Engagement Party from disclosing any 

such information (i) to purchasers or prospective purchasers of Securities in connection with an Offering of 

such Securities, (ii) pursuant to the order of any court or administrative agency or in any pending legal or 

administrative proceeding (in which case we agree to promptly notify you to the extent lawfully permitted 

to do so), (iii) to rating agencies; provided that such information is limited to the terms and conditions 

relating to the applicable Securities and any other information that is requested by rating agencies and is 

supplied only on a confidential basis, (iv) upon the request or demand of any regulatory authority having 

jurisdiction over such Engagement Party or any of its affiliates (in which case such person agrees (except 

with respect to any audit or examination conducted by bank examiners or any governmental bank 

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regulatory authority exercising examination or regulatory authority) to inform you promptly thereof to the 

extent practicable and not prohibited by applicable law, rule or regulation), (v) to any Engagement Party’s 

affiliates and to the any Engagement Party’s and their respective affiliates’ respective employees, legal 

counsel, independent auditors, service providers and other experts or agents who need to know such 

information and are informed of the confidential nature of such information and are instructed to keep such 

information confidential in accordance with the provisions of this Section 7(a), it being understood that 

each Engagement Party shall be responsible for any violation of the provisions of this Section 7(a) by any 

such person, or (vi) to any other underwriter, initial purchaser or placement agent with respect to such 

Offering. This undertaking by each Engagement Party shall automatically terminate on the earlier of (x) one 

year following the completion of any Offering or the termination of such Engagement Party’s engagement 

hereunder or (y) two years from the date hereof. Nothing in this letter agreement precludes any 

Engagement Party or its affiliates from using or disclosing any confidential information in connection with 

any suit, action or proceeding for the purpose of defending itself, reducing its liability or protecting or 

exercising any of its rights, remedies or interests. 

(b) You agree that you will not disclose this letter agreement, the contents hereof or 

the activities of the Engagement Parties pursuant hereto to any person without the prior approval of such 

Engagement Party, except that you may disclose this letter agreement and the contents hereof (i) to your

shareholders, directors, employees, advisors and agents (including legal counsel, independent auditors and 

other experts, professional advisors or agents) who are directly involved in the consideration of this matter 

or (ii) as may be compelled in a judicial or administrative proceeding or as otherwise required by law (in 

which case you agree to inform us promptly thereof). Notwithstanding the foregoing, nothing herein shall 

prevent you from disclosing such information (x) in a manner consistent with the exceptions set forth in 

clauses (iii) through (vi) in paragraph 7(a); provided that you accept responsibility for compliance by the 

persons referred to in such clause (v) with the provisions of this paragraph 7 or (y) as permitted by the last 

sentence of paragraph 7(a) immediately above, in the case of each of the foregoing clauses (x) and (y) 

substituting “you” for “any Engagement Party” therein, in either case as applicable. In addition, following 

your acceptance hereof, you may disclose (A) the existence, but not the content, of this letter agreement in 

any Offering Document or in any public filing in connection with the Plan or the financing thereof to the 

extent customary or required by applicable law or regulation (and you agree that any such disclosure of any 

fees shall be subject to customary redactions) and (B) the terms of this letter agreement relating to fees and 

expenses, but only as part of generic disclosure regarding fees and expenses in the aggregate, including in 

any presentation of sources and uses in an Offering Document or other offering and marketing materials or 

to the extent necessary or advisable in order to comply with your SEC disclosure obligations.

Notwithstanding anything to the contrary herein, any disclosure of the fees herein to obtain 

Bankruptcy Court approval shall only be made via a filing under seal and, to the extent required, by 

providing an unredacted copy thereof directly to the Bankruptcy Court, the Office of the United States 

Trustee or advisors to the Official Committee of Unsecured Creditors, the Official Committee of Tort 

Claimants and any other official committee established pursuant to Section 1102 on a confidential and 

professionals’ eyes only basis; provided, however, that you shall be permitted to publicly disclose the fees 

payable hereunder, solely on an aggregate basis combined with all other fees payable by you in connection 

with the financing for which you are seeking the approval of the Bankruptcy Court.

The provisions contained in this paragraph 7 shall remain in full force and effect 

notwithstanding the termination of this letter agreement.

8. Governing Law and Submission to Jurisdiction. This letter agreement and any claim, 

controversy or dispute arising under or related to this letter agreement shall be governed by, and construed 

and interpreted in accordance with, the laws of the State of New York. EACH PARTY HERETO 

IRREVOCABLY AGREES TO WAIVE (TO THE FULLEST EXTENT PERMITTED BY LAW) TRIAL 

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BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON 

BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT OR 

THE PERFORMANCE OF SERVICES HEREUNDER.

Each of the parties hereto (for itself and its affiliates) agrees that any suit or proceeding 

arising in respect of this letter agreement or any Engagement Party’s agreements hereunder will be tried 

exclusively in (i) subject to clause (ii)(B), until the Effective Date of the Plan, the Bankruptcy Court and 

(ii)(A) thereafter or (B) if the Bankruptcy Court refuses to accept, or the Bankruptcy Court or any appellate 

court from the Bankruptcy Court determines in a final, non-appealable order that the Bankruptcy Court 

does not have, jurisdiction, any Federal court of the United States of America sitting in the Borough of 

Manhattan or, if that court does not have subject matter jurisdiction, in any state court located in the City 

and County of New York, and each party hereby submits to the exclusive jurisdiction of such court. Service 

of any process, summons, notice or document by registered mail addressed to you shall be effective service 

of process against such person for any suit, action or proceeding brought in any such court. You irrevocably 

and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding 

brought in any such court and any claim that any such suit, action or proceeding has been brought in an 

inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such court shall 

be conclusive and binding and may be enforced in any other courts to whose jurisdiction you are or may be 

subject, by suit upon judgment. 

9. Miscellaneous. This letter agreement contains the entire agreement between the parties 

relating to the subject matter hereof and supersedes all oral statements and prior writings with respect 

thereto. This letter agreement may not be amended or modified except by a writing executed by each of the 

parties hereto. Paragraph headings herein are for convenience only and are not a part of this letter 

agreement. This letter agreement is solely for the benefit of you and the Engagement Parties, and no other 

person (except for Indemnified Persons, to the extent set forth in Annex A hereto) shall acquire or have any 

rights under or by virtue of this letter agreement. This letter agreement may not be assigned by you without 

the prior written consent of each Engagement Party. You further acknowledge and agree that in accordance 

with the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 

2001)) and the requirements of the beneficial ownership regulation (31 C.F.R. § 1010.230), each 

Engagement Party is required to obtain, verify and record information that identifies their respective clients, 

including you, which information may include the name and address of their respective clients, as well as 

other information that will allow each Engagement Party to properly identify their respective clients.

If any term, provision, covenant or restriction contained in this letter agreement is held by a 

court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder 

of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and 

shall in no way be affected, impaired or invalidated. You and the Engagement Parties shall endeavor in 

good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the 

economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

This letter agreement may be executed in counterparts, each of which will be deemed an 

original, but all of which taken together will constitute one and the same instrument.

[Signature pages follow]

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Annex A

The Indemnifying Party shall, jointly and severally, indemnify and hold harmless each 

Engagement Party, its affiliates and their respective officers, directors, employees, agents and controlling 

persons (each an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and 

reasonable expenses, joint or several, to which any such Indemnified Person may become subject arising 

out of or in connection with the transactions contemplated by the letter agreement to which this Annex A is 

attached (the “Agreement”), or any claim, litigation, investigation or proceedings relating to the foregoing 

(“Proceedings”) regardless of whether any of such Indemnified Persons is a party thereto and whether such 

Proceedings are brought by you, your equityholders, affiliates, creditors or any other person, and to 

reimburse such Indemnified Persons for any reasonable legal or other reasonable and documented

out-of-pocket expenses as they are incurred in connection with investigating, responding to or defending 

any of the foregoing (including in enforcing the terms of this Annex A), provided that the foregoing 

indemnification will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or 

expenses to the extent that they are finally judicially determined to have resulted from the gross negligence, 

bad faith or willful misconduct of such Indemnified Person. If for any reason the foregoing indemnification 

is unavailable to any Indemnified Person or insufficient to hold it harmless, then the Indemnifying Party 

shall, jointly and severally, contribute to the amount paid or payable by such Indemnified Person as a result 

of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the 

relative benefits received by the Indemnifying Party on the one hand and such Indemnified Person on the 

other hand but also the relative fault of the Indemnifying Party, on the one hand, and such Indemnified 

Person, on the other hand, as well as any relevant equitable considerations. It is hereby agreed that the 

relative benefits to the Indemnifying Party on the one hand and all Indemnified Persons on the other hand 

shall be deemed to be in the same proportion as (i) the total value received or proposed to be received by 

you or the applicable issuer pursuant to any sale of Securities (whether or not consummated) bears to (ii) the 

fee paid or proposed to be paid to each Engagement Party in connection with such sale. The Indemnifying 

Party also agrees that no Indemnified Person shall have any liability based on their exclusive or 

contributory negligence or otherwise to the Indemnifying Party, any person asserting claims on behalf of or 

in right of any of the Indemnifying Party, or any other person in connection with or as a result of the 

transactions contemplated by the Agreement, except as to any Indemnified Person to the extent that any 

losses, claims, damages, liability or expenses incurred by you are finally judicially determined to have 

resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Person in 

performing the services that are the subject of the Agreement; provided, however, that in no event shall an 

Indemnified Person have any liability for any special, indirect, consequential or punitive damages arising 

out of or in connection with the transactions contemplated by the Agreement, even if advised of the 

possibility thereof. The indemnity, reimbursement and contribution obligations of the Indemnifying Party 

under this Annex A shall be in addition to any liability that the Indemnifying Party may otherwise have to 

an Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs 

and personal representatives of the Indemnifying Party and any Indemnified Person.

Promptly after receipt by an Indemnified Person of notice of the commencement of any 

Proceedings, such Indemnified Person will, if a claim is to be made hereunder against the Indemnifying 

Party in respect thereof, notify the Indemnifying Party in writing of the commencement thereof; provided

that (i) the omission so to notify the Indemnifying Party will not relieve it from any liability that it may have 

hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission so to 

notify the Indemnifying Party will not relieve it from any liability that it may have to an Indemnified Person 

otherwise than on account of this indemnity agreement. In case any such Proceedings are brought against 

any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the 

Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written 

notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably 

satisfactory to such Indemnified Person, provided that if the defendants or potential defendants in any such 

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Proceedings include both such Indemnified Person and the Indemnifying Party and such Indemnified 

Person shall have concluded that there may be legal defenses available to it that are different from or 

additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to 

select separate counsel to assert such legal defenses and to otherwise participate in the defense of such 

Proceedings on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to 

such Indemnified Person of its election so to assume the defense of such Proceedings and approval by such 

Indemnified Person of counsel, the Indemnifying Party shall not be liable to such Indemnified Person for 

expenses incurred by such Indemnified Person in connection with the defense thereof (other than 

reasonable costs of investigation) unless (i) such Indemnified Person shall have employed separate counsel 

in connection with the assertion of legal defenses in accordance with the proviso to the next preceding 

sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of 

more than one separate counsel (in addition to any local counsel), approved by the applicable Engagement 

Party, representing the Indemnified Persons who are parties to such Proceedings), (ii) the Indemnifying 

Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such 

Indemnified Person within a reasonable time after notice of commencement of the Proceedings or (iii) the 

Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified 

Person. 

The Indemnifying Party shall not be liable for any settlement of any Proceedings effected 

without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If 

any settlement of any Proceeding is consummated with the written consent of the Indemnifying Party or if 

there is a final judgment in any such Proceedings, the Indemnifying Party agrees to indemnify and hold 

harmless each Indemnified Person from and against any and all losses, claims, damages, liabilities and 

expenses by reason of such settlement or judgment in accordance with the provisions of this Annex A. 

Notwithstanding anything in this Annex A to the contrary, if at any time an Indemnified Person shall have 

requested the Indemnifying Party to reimburse such Indemnified Person for legal or other expenses in 

connection with investigating, responding to or defending any Proceedings as contemplated by this Annex 

A, the Indemnifying Party shall be liable for any settlement of any Proceedings effected without its written 

consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Party of 

such request for reimbursement and (ii) the Indemnifying Party shall not have reimbursed such Indemnified 

Person in accordance with such request prior to the date of such settlement. The Indemnifying Party shall 

not, without the prior written consent of an Indemnified Person (which consent shall not be unreasonably 

withheld), effect any settlement of any pending or threatened Proceedings in respect of which indemnity 

could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an 

unconditional release of such Indemnified Person in form and substance satisfactory to such Indemnified 

Person from all liability on claims that are the subject matter of such Proceedings and (b) does not include 

any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any 

Indemnified Person. The Indemnifying Party acknowledges that any failure to comply with its obligations 

under the preceding sentence may cause irreparable harm to the Indemnified Persons. 

Capitalized terms used but not defined in this Annex A have the meanings assigned to 

such terms in the Agreement. 

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