EXHIBIT B

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 1

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION.

SUCH A SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE

BANKRUPTCY COURT OF A DISCLOSURE STATEMENT PURSUANT TO SECTION

1125 OF THE BANKRUPTCY CODE

In re PG&E Corporation and Pacific Gas and Electric Company

Second Amended Term Sheet for Plan of Reorganization

September 25October 4, 2019

This term sheet (the “Term Sheet”) is proposed by the Official Committee of Tort

Claimants (the “TCC”) and the Ad Hoc Committee of Senior Unsecured Noteholders of Pacific

Gas and Electric Company (the “Ad Hoc Committee”) and sets forth certain of the principal

terms and conditions for the proposed reorganization (the “Reorganization”) of PG&E

Corporation and Pacific Gas and Electric Company, each of which commenced cases (the

“Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy

Code”) in the United States Bankruptcy Court for the Northern District of California (the

“Bankruptcy Court”) on January 29, 2019 (the “Petition Date”). The Reorganization

contemplated herein shall be implemented pursuant to a proposed joint chapter 11 plan of

reorganization (the “Plan”).

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE

CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A

SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING

UNDERSTOOD THAT SUCH A SOLICITATION, IF ANY, ONLY WILL BE MADE IN

COMPLIANCE WITH APPLICABLE PROVISIONS OF ALL APPLICABLE LAW.

THIS TERM SHEET DOES NOT ADDRESS ALL TERMS THAT WOULD BE

REQUIRED IN CONNECTION WITH ANY POTENTIAL TRANSACTIONS

REFERENCED HEREIN, AND THE ENTRY INTO OR THE CREATION OF ANY

BINDING AGREEMENT IS SUBJECT TO THE EXECUTION OF DEFINITIVE

DOCUMENTATION IN FORM AND SUBSTANCE CONSISTENT WITH THIS TERM

SHEET AND OTHERWISE ACCEPTABLE TO THE AD HOC COMMITTEE AND/OR

THE PG&E CORP. NEW MONEY COMMITMENT GROUP (AS DEFINED HEREIN).

THIS TERM SHEET IS BASED SOLELY ON PUBLICLY AVAILABLE

INFORMATION.

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 2

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

PLAN OVERVIEW1

Debtors PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the

“Utility” and together with PG&E Corp., the “Debtors”). Following the

occurrence of the effective date of the Plan (the “Effective Date”), PG&E Corp.

and the Utility will be referred to herein as “Reorganized PG&E Corp.” and the

“Reorganized Utility,” respectively, and collectively as the “Reorganized 

Debtors.”

Transaction

Overview

As set forth in greater detail herein, the Plan shall provide for:

 $29.2 billion in new money investments in exchange for common stock of

Reorganized PG&E Corp. (representing approximately 59.3% of the

outstanding common stock of Reorganized PG&E Corp. on a fully diluted

basis), new debt of Reorganized PG&E Corp. and new debt of the

Reorganized Utility, in each case as described herein;

 The proceeds of the new money investments shall be used to (a) pay in full

outstanding DIP Financing Facility Claims (as defined below), (b) pay in

full all Utility bond, term loan and revolving debt maturing prior to

December 31, 20222, (c) fund the creation of two trusts for the purpose of

paying certain fire claims related to those Northern California fires listed in

Schedule 1 attached hereto with $25.5 billion, consisting of $12.75 billion

in cash and $12.75 billion in shares of common stock of Reorganized

PG&E Corp. (at plan value), which will represent approximately 40.6% of

the outstanding common stock of Reorganized PG&E Corp. on a fully

diluted basis, (collectively, the “Aggregate Fire Consideration”), and (d)

fund the Debtors’ contribution of $5.0 billion, which amount consists of

both the Debtors’ initial and first annual contributions, to the long-term

California statewide wildfire fund created for purposes of paying future

utility-related wildfires in California (the “Wildfire Fund”);

 The two trusts to receive the Aggregate Fire Consideration will be (i) a

trust for the purpose of paying certain fire claims related to those Northern

California fires listed in Schedule 1 attached hereto (the “Fire Victim

1 This document is based on publicly available information regarding the Debtors as of June 25, 2019. Certain of 

the terms for the Plan included herein are subject to change depending upon the Debtors’ financial performance 

over the remainder of the Chapter 11 Cases including, but not limited, to its cash generation and borrowings under 

the DIP Financing Facility.

2

 Includes the Utility Unsecured Revolving Credit Facility Claims, Utility Unsecured Term Loan Claims, 

Short-Term Utility Unsecured Notes Claims and Utility Pollution Control Bond-Related Claims, each as defined 

below.

 2

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 3

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Claims Trust”), funded with $14.5 billion3 and certain other fire

consideration as set forth herein to be contributed to the Fire Victim Claims

Trust (collectively, the “Aggregate Fire Victim Consideration”) and (ii) a

trust for the purpose of paying insurance subrogation claims related to

those Northern California fires listed in Schedule 1 attached hereto (the

“Subrogation Claims Trust”), funded with $11.0 billion (the “Aggregate

Subrogation Consideration”);

 Reinstatement in full of the Long-Term Utility Unsecured Notes; and

 Payment of all trade claims in the ordinary course of business and

assumption and/or continuation of pension-related obligations.

PLAN TREATMENT OF PG&E CORP. AND UTILITY CLAIMS

Unclassified Claims

Claim Treatment

DIP Financing

Facility Claims

Each holder of a claim under the Senior Secured Superpriority

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

February 1, 2019 (the “DIP Financing Facility,” and the claims arising thereunder,

the “DIP Financing Facility Claims”) shall receive, in full and final satisfaction,

compromise, settlement, release, and discharge of such DIP Financing Facility

Claim, payment in full in cash on the Effective Date.

Administrative

Expense Claims

Each holder of an allowed administrative expense claim against the Debtors under

section 507(a)(2) of the Bankruptcy Code (other than DIP Financing Facility

Claims) (the “Administrative Expense Claims”) shall receive, in full and final

satisfaction, compromise, settlement, release, and discharge of such allowed

Administrative Expense Claim, cash equal to the allowed amount of such

Administrative Expense Claim on the later of (i) the Effective Date or as soon

thereafter as is reasonably practicable, and (ii) the date such Administrative

Expense Claim becomes an allowed Administrative Expense Claim or as soon

thereafter as is reasonably practicable.

Priority Tax

Claims

Each holder of an allowed claim of a governmental unit (as defined in section

101(27) of the Bankruptcy Code) of the type specified in section 507(a)(8) of the

Bankruptcy Code against any Debtor (the “Priority Tax Claims”) shall receive, in

full and final satisfaction, compromise, settlement, release, and discharge of such

allowed Priority Tax Claim, (a) cash equal to the amount of such allowed Priority

Tax Claim on the later of (i) the Effective Date or as soon thereafter as is

3 The funds shall be set aside for certain settling Public Entities in accordance with the Plan Support Agreements 

attached to the Debtors’ June 18, 2019 Form 8-K (collectively, the “Public Entity Plan Support Agreements”) 

and consistent with this Term Sheet. The term “Public Entities” includes (1) the City of Clearlake, (2) the City of 

Napa, (3) the City of Santa Rosa, (4) the County of Lake, (5) the Lake County Sanitation District, (6) the County 

of Mendocino, (7) County of Napa, (8) the County of Nevada, (9) the County of Sonoma, (10) the Sonoma County 

Agricultural Preservation and Open Space District, (11) the Sonoma County Community Development 

Commission, (12) the Sonoma County Water Agency, (13) the Sonoma Valley County Sanitation District, (14) the 

County of Yuba, (15) the Town of Paradise, (16) the County of Butte, (17) the Paradise Park and Recreation 

District, and (18) the Calaveras County Water District.

 3

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 4

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

reasonably practicable and (ii) the date such Priority Tax Claim becomes an

allowed Priority Tax Claim or as soon thereafter as is reasonably practicable, or (b)

such other treatment consistent with the provisions of section 1129(a)(9) of the

Bankruptcy Code.

PG&E Corp. Claims

Claim Classification/Treatment/Voting Estimated

Allowed

Claims

Estimated

%

Recovery

Class 1A:

Other PG&E

Corp. Priority

Claims

Classification: Holders of allowed claims against

PG&E Corp. entitled to priority under section 507(a)

of the Bankruptcy Code (other than DIP Financing

Facility Claims, Administrative Expense Claims and

Priority Tax Claims) (the “Other PG&E Corp.

Priority Claims”).

Treatment: Each holder of an allowed Other PG&E

Corp. Priority Claim against PG&E Corp. shall

receive, in full and final satisfaction, compromise,

settlement, release, and discharge of such allowed

Other PG&E Corp. Priority Claim, (i) cash in an

amount equal to such allowed claim on the Effective

Date or as soon thereafter as is reasonably practicable,

or (ii) such other treatment consistent with the

provisions of section 1129(a)(9) of the Bankruptcy

Code.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 2A:

Other PG&E

Corp. Secured

Claims

Classification: Holders of claims (other than DIP

Financing Facility Claims) (the “Other PG&E Corp.

Secured Claims”) that are secured by valid,

perfected and enforceable liens on property in which

PG&E Corp. has an interest or that are subject to

setoff pursuant to section 553 of the Bankruptcy

Code.

Treatment: Each holder of an allowed Other PG&E

Corp. Secured Claim shall receive, in full and final

satisfaction, compromise, settlement, release, and

discharge of such allowed Other PG&E Corp.

Secured Claim, (i) retention of its Other PG&E Corp.

Secured Claim and any properly perfected and valid

liens; (ii) payment in full in cash, including the

payment of any interest allowed and payable under

section 506(b) of the Bankruptcy Code, on the

Effective Date or as soon thereafter as is reasonably

practicable, or (iii) treatment of such allowed Other

[TBD] 100%

 4

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 5

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

PG&E Corp. Secured Claim in any other manner that

renders the claim unimpaired, including reinstatement

under section 1124(2) of the Bankruptcy Code.

Voting: Unimpaired – deemed to accept.

Class 3A:

PG&E Corp.

Unsecured

Revolving

Credit Facility

Claims

Classification: Holders of claims arising under the

Second Amended and Restated Credit Agreement,

dated as of April 27, 2015, by and between PG&E

Corp. and Citibank, N.A., as administrative agent (the

“PG&E Corp. Unsecured Revolving Credit

Agreement”), in the aggregate principal amount of up

to $300 million (the “PG&E Corp. Unsecured

Revolving Credit Facility Claims”).

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed PG&E Corp. Unsecured Revolving Credit

Facility Claim shall receive, in full and final

satisfaction, compromise, settlement, release, and

discharge of such allowed PG&E Corp. Unsecured

Revolving Credit Facility Claim, cash in an amount

equal to (i) the outstanding principal and accrued and

unpaid interest as of the Petition Date under the

PG&E Corp. Unsecured Credit Agreement and (ii)

accrued and unpaid interest from the Petition Date

through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. $300

million

100%

Class 4A:

PG&E Corp.

Unsecured

Term Loan

Claims

Classification: Holders of claims arising under the

Term Loan Agreement, dated as of April 16, 2018, by

and between PG&E Corp. and Mizuho Bank, Ltd., as

administrative agent (the “PG&E Corp. Unsecured

Term Loan Credit Agreement”), in the aggregate

principal amount of $350 million (the “PG&E Corp.

Unsecured Term Loan Claims”).

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed PG&E Corp. Unsecured Term Loan Claim

shall receive, in full and final satisfaction,

compromise, settlement, release, and discharge of

such allowed PG&E Corp. Unsecured Term Loan

Claim, cash in an amount equal to (i) the outstanding

principal and accrued and unpaid interest as of the

Petition Date under the PG&E Corp. Unsecured Term

Loan Credit Agreement and (ii) accrued and unpaid

interest from the Petition Date through the Effective

Appx. $350

million

100%

 5

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 6

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Class 5A:

PG&E Corp.

General

Unsecured

Claims

Classification: Holders of general unsecured claims

(other than Other PG&E Corp. Priority Claims,

PG&E Corp. Unsecured Revolving Credit Facility

Claims and PG&E Corp. Unsecured Term Loan

Claims) against PG&E Corp. (the “PG&E Corp.

General Unsecured Claims”)

Treatment: Each holder of an allowed PG&E Corp.

General Unsecured Claim shall receive, in full and

final satisfaction, compromise, settlement, release,

and discharge of such allowed PG&E Corp. General

Unsecured Claim, cash in an amount equal to the

allowed PG&E Corp. General Unsecured Claim,

together with accrued and unpaid interest from the

Petition Date through the Effective Date at the

applicable contract rate or, in the absence of a

contract rate, the Federal Judgement Rate, on the

earlier of (i) the Effective Date or as soon thereafter

as is reasonably practicable or (ii) as soon as

reasonably practicable following the date such PG&E

Corp. General Unsecured Claim becomes an allowed

PG&E Corp. General Unsecured Claim.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 6A:

PG&E Corp.

Intercompany

Claims

Classification: Claims held by the Utility or any

non-Debtor affiliate of PG&E Corp. against PG&E

Corp. (the “PG&E Corp. Intercompany Claims”).

Treatment: All allowed PG&E Corp. Intercompany

Claims, if any, shall be reinstated, compromised or

cancelled at the election of the Debtors (with the

consent of the Ad Hoc Committee, not to be

unreasonably withheld), such that the PG&E Corp.

Intercompany Claims are treated in a tax-efficient

manner.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 7A:

PG&E Corp.

Preferred

Interests

Classification: Holders of outstanding preferred

interests in PG&E Corp. (the “PG&E Corp.

Preferred Interests”).

Treatment: Holders of allowed PG&E Corp.

Preferred Interests shall retain ownership of all PG&E

N/A 100%

 6

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 7

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Preferred Interests in Reorganized PG&E Corp.

(including any associated liquidation preference).

Voting: Unimpaired – deemed to accept.

Class 8A:

PG&E Corp.

Common

Interests

Classification: Holders of outstanding common

interests in PG&E Corp. (the “PG&E Corp.

Common Interests”)

Treatment: Holders of allowed PG&E Corp.

Common Interests shall retain ownership of all PG&E

Corp. Common Interests in Reorganized PG&E Corp.

(the “Reorganized PG&E Corp. Common Stock”),

subject to dilution on account of the Reorganized

PG&E Corp. Common Stock issued pursuant to the

New Money Reorganized PG&E Corp. Common

Stock Issuance.

Voting: Impaired – entitled to vote.

Each holder of a PG&E Corp. Common Interest shall

have the opportunity to commit for its pro rata share

of 5% of the PG&E Corp. New Money Investment (as

defined herein).

N/A [TBD]%

Utility Claims

Claim Classification/Treatment/Voting Estimated

Allowed

Claims

Estimated

%

Recovery

Class 1B:

Other Utility

Priority Claims

Classification: Holders of allowed claims against the

Utility entitled to priority under section 507(a) of the

Bankruptcy Code (other than DIP Financing Facility

Claims, Administrative Expense Claims and Priority

Tax Claims) (the “Other Utility Priority Claims”).

Treatment: Each holder of an allowed Other Utility

Priority Claim shall receive, in full and final

satisfaction, compromise, settlement, release, and

discharge of such allowed Other Utility Priority

Claim, (i) cash in an amount equal to such allowed

Other Utility Priority Claim on the Effective Date or

as soon as practicable thereafter, or (ii) such other

treatment consistent with the provisions of section

1129(a)(9) of the Bankruptcy Code.

[TBD]

 7

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 8

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Voting: Unimpaired – deemed to accept.

100%

Class 2B:

Other Utility

Secured Claims

Classification: Holders of claims (other than DIP

Financing Facility Claims) that are secured by valid,

perfected and enforceable liens on property in which

the Utility has an interest or that are subject to setoff

pursuant to section 553 of the Bankruptcy Code (the

“Other Utility Secured Claims”).

Treatment: Each holder of an allowed Other Utility

Secured Claim shall receive, in full and final

satisfaction, compromise, settlement, release, and

discharge of such allowed Other Utility Secured

Claim, (i) retention of its Other Utility Secured Claim

and any properly perfected and valid liens, (ii)

payment in full in cash, including the payment of any

interest allowed and payable under section 506(b) of

the Bankruptcy Code, on the Effective Date or as

soon thereafter as is reasonably practicable, or (iii)

treatment of such allowed Other Utility Secured

Claim in any other manner that renders the Other

Utility Secured Claim unimpaired, including

reinstatement under section 1124(2) of the

Bankruptcy Code.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 3B:

Utility

Unsecured

Revolving

Credit Facility

Claims

Classification: Holders of claims arising under the

Second Amended and Restated Credit Agreement,

dated as of April 27, 2015, by and between the Utility

and Citibank, N.A., as administrative agent (the

“Utility Unsecured Revolving Credit Agreement”),

in the aggregate principal amount of up to $3 billion

(the “Utility Unsecured Revolving Credit Facility

Claims”).

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed Utility Unsecured Revolving Credit

Facility Claim shall receive, in full and final

satisfaction, compromise, settlement, release, and

discharge of such allowed Utility Unsecured

Revolving Credit Facility Claim, cash in an amount

equal to (i) the outstanding principal and accrued and

unpaid interest as of the Petition Date under the

Utility Unsecured Revolving Credit Agreement and

(ii) accrued and unpaid interest from the Petition Date

Appx.

$2.885 billion

100%

 8

Case: 19-30088 Doc# 4103-2 Filed: 10/04/19 Entered: 10/04/19 10:13:05 Page 9

of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Class 4B:

Utility

Unsecured

Term Loan

Claims

Classification: Holders of claims arising under the

Term Loan Agreement, dated as of February 23, 2018,

by and between the Utility and The Bank of

Tokyo-Mitsubishi UFJ, Ltd., as administrative agent

(the “Utility Unsecured Term Loan Agreement”),

in the aggregate principal amount of $250 million (the

“Utility Unsecured Term Loan Claims”).

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed Utility Unsecured Term Loan Claim shall

receive, in full and final satisfaction, compromise,

settlement, release, and discharge of such allowed

Utility Unsecured Term Loan Claim, cash in an

amount equal to (i) the outstanding principal and

accrued and unpaid interest as of the Petition Date

under the Utility Unsecured Term Loan Agreement

and (ii) accrued and unpaid interest from the Petition

Date through the Effective Date at the contract rate.

Voting: Unimpaired – deemed to accept.

Appx. $250

million

100%

Class 5B:

Short-Term

Utility

Unsecured

Notes Claims

Classification: Holders of claims arising under the

notes (or the applicable indenture relating thereto)

(the “Short-Term Utility Unsecured Notes” and the

indentures, the “Short-Term Utility Unsecured

Notes Indentures”) maturing on or before December

1, 2022 (the “Short-Term Utility Unsecured Notes

Claims”), identified in Schedule 2 hereto.34

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed Short-Term Utility Unsecured Notes

Claim shall receive, in full and final satisfaction,

compromise, settlement, release, and discharge of

such allowed Short-Term Utility Unsecured Notes

Claim, cash in an amount equal to the sum of (i)

outstanding principal and accrued and unpaid interest

as of the Petition Date at the contract rate under the

applicable Short-Term Utility Unsecured Notes or

Appx. $1.75

billion

100%

34

If required, the Plan will provide subclasses for claims arising from each separate issuance of the Short-Term 

Utility Unsecured Notes.

 9

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of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Short-Term Utility Unsecured Notes Indentures, (ii)

accrued and unpaid interest from the Petition Date

through the Effective Date at the contract rate under

the applicable Short-Term Utility Unsecured Notes or

Short-Term Utility Unsecured Notes Indentures and

(iii) any prepayment premium, makewhole or other

similar call protection under the applicable

Short-Term Utility Unsecured Notes or Short-Term

Utility Unsecured Notes Indentures.

Voting: Unimpaired – deemed to accept.

Class 6B:

Long-Term

Utility

Unsecured

Notes Claims

Classification: Holders of claims arising under any

notes (or the applicable indenture relating thereto)

(the “Long-Term Utility Unsecured Notes” and the

indentures, the “Long-Term Utility Unsecured

Notes Indentures”) maturing on or after January 1,

2023 (the “Long-Term Utility Unsecured Notes

Claims”), identified in Schedule 3 hereto.45

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, all Long-Term

Utility Unsecured Notes shall be reinstated in full.

All Long-Term Utility Unsecured Notes Claims

relating to (i) accrued and unpaid interest as of the

Petition Date and (ii) accrued and unpaid interest

from the Petition Date through the Effective Date,

shall be paid in full in cash at the contract rate under

the applicable Long-Term Utility Unsecured Notes or

Long-Term Utility Unsecured Notes Indentures.

Voting: Unimpaired – deemed to accept.

Appx. $15.8

billion

100%

Class 7B:

Utility

Pollution

Control

Bond-Related

Claims

Classification: Holders of claims arising under (a) the

Pollution Control Bonds issued by the California

Pollution Control Financing Authority and the

California Infrastructure and Economic Development

Bank (the “Utility Pollution Control Bonds”) or (b)

related reimbursement obligations from certain letter

of credit facilities (the “PCB Revolving Facilities”)

or reimbursement agreements with the Utility (the

“Reimbursement Agreements”) in the aggregate

outstanding principal amount of $863 million (the

“Utility Pollution Control Bond-Related Claims”).

Treatment: On the Effective Date or as soon

thereafter as is reasonably practicable, each holder of

an allowed Utility Pollution Control Bond-Related

$863 million 100%

45

If required, the Plan will provide subclasses for claims arising from each separate issuance of the Long-Term 

Utility Unsecured Notes.

10

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of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Claim shall receive, in full and final satisfaction,

compromise, settlement, release, and discharge of

such allowed Utility Pollution Control Bond-Related

Claim, cash in an amount equal to the sum of (i)

outstanding principal and accrued and unpaid interest

as of the Petition Date at the contract rate under the

applicable Utility Pollution Control Bond, PCB

Revolving Facility or Reimbursement Agreement, and

(ii) accrued and unpaid interest from the Petition Date

through the Effective Date at the contract rate under

the applicable Utility Pollution Control Bond, PCB

Revolving Facility, or Reimbursement Agreement.

Voting: Unimpaired – deemed to accept.

Class 8B:

Utility

Intercompany

Claims

Classification: Claims held by the PG&E Corp. or

any non-Debtor affiliate of PG&E Corp. against the

Utility (the “Utility Intercompany Claims”).

Treatment: All allowed Utility Intercompany Claims,

if any, shall be reinstated, compromised or cancelled

at the election of the Debtors (with the consent of the

Ad Hoc Committee, not to be unreasonably withheld),

such that the Utility Intercompany Claims are treated

in a tax-efficient manner.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 9B: Fire

Victim Claims

General Procedures: With respect to all unsecured

claims arising out of the prepetition Northern

California wildfires and the Ghost Ship fire,

including, but not limited to, any accrued and

unasserted unsecured claims as of the Effective Date

related to the Fires (as defined below), of individuals,

businesses, insurance subrogation claimants,

nonprofits, charities, and any federal, state and local

entities (including governmental and regulatory

authorities and agencies) for damages, losses, fines,

penalties, punitive and/or exemplary damages,

restitution, reimbursement, attorney’s fees, costs

and/or interest, declaratory and/or injunctive relief

(the “Fire Claims”), the aggregate maximum amount

of consideration to be paid in respect of all Fire

Claims will be the Aggregate Fire Consideration.

The Reorganized Debtors will establish the Fire

Victim Claims Trust which will be funded with the

Aggregate Fire Victim Consideration and the

assignment of rights, claims, and causes of action as

described in the Means for Implementation section,

$Unknown Unknown%

11

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of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

including rights under certain 2015/2016 insurance

policies of the Debtors. Notwithstanding any other

provision herein, the rights in and/or proceeds of the

Debtors’ 2016 insurance policies that provide

coverage to the Debtors in connection with the Ghost

Ship fire shall be transferred to the Fire Victim

Claims Trust solely for the benefit of victims of the

Ghost Ship fire and shall not be used to pay any other

allowed claims; provided, however, the parties shall

work together to ensure that coverage under the

Debtors’ 2016 insurance policies shall be available to

the Reorganized Debtors to pay claims not related to

Ghost Ship.

The terms and conditions of the Plan and Aggregate

Fire Victim Consideration provided to holders of Fire

Claims represent a full and final settlement of the Fire

Claims, once the Plan is approved, without regard to

whether the allowed and/or filed amount of Fire

Claims are in excess of or less than the amount of

Aggregate Fire Victim Consideration.

Fire Victim Claims – Any Fire Claim that is not a

Subrogation Fire Claim (as defined below) or

Governmental Fire Claim (as defined below).

Treatment: On the Effective Date, each holder of a

Fire Victim Claim that has been allowed in

accordance with the procedures for allowance and

payment of such claims as set forth in the Means for

Implementation section (an “Allowed Fire Victim

Claim”) shall be entitled to a claim against the Fire

Victim Claims Trust in full and final satisfaction,

compromise, settlement, release, and discharge of

such claim.

Treatment under Class 9B shall exclude Subrogation

Fire Claims and Governmental Fire Claims which

shall be treated in Classes 10B and 11B respectively.

Voting: Impaired – entitled to vote.

Class 10B:

Subrogated

Fire Claims

General Procedures: The Reorganized Debtors will

establish the Subrogation Claims Trust which will be

funded with the Aggregate Subrogation

Consideration.

The terms and conditions of the Plan and Aggregate

Subrogation Consideration provided to holders of

Subrogation Fire Claims (as defined below) represent

$11.0 billion Unknown%

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

a full and final settlement of the Subrogation Fire

Claims, once the Plan is approved, without regard to

whether the allowed and/or filed amount of

Subrogation Fire Claims are in excess of or less than

the amount of Aggregate Subrogation Consideration.

Subrogation Fire Claims – Any Fire Claim arising

by way of subrogation under applicable law or

contract on account of amounts incurred (paid and

reserved) by an insurer under and pursuant to the

terms and coverage provisions of a property &

casualty insurance policy (a “Subrogation Fire

Claim”).

Treatment: On the Effective Date, each holder of a

Subrogation Fire Claim that has been allowed in

accordance with the procedures for allowance and

payment of such claims as set forth in the Means for

Implementation section (an “Allowed Subrogation

Fire Claim”) shall be entitled to a claim against the

Subrogation Claims Trust in full and final

satisfaction, compromise, settlement, release, and

discharge of such claim. On the Effective Date, as

part of the treatment afforded hereunder to the holders

of Allowed Subrogation Fire Claims, the Reorganized

Debtors shall pay or reimburse the members of the Ad

Hoc Subrogation Group for the reasonable,

documented and contractual professional fees and

expenses of (i) Willkie Farr & Gallagher LLP, (ii)

Rothschild & Co., (iii) Diemer & Wei LLP, (iv) Kekst

and Company Incorporated d/b/a Kekst CNC and (v)

Wilson Public Affairs up to an aggregate amount of

$55 million (which shall include success fees,

transaction fees or similar fees).

Voting: Impaired – entitled to vote.

Class 11B:

Governmental

Fire Claims

General Procedures: same as apply to Class 9B

above.

The terms and conditions of the Plan and Aggregate

Fire Victim Consideration provided to holders of

Allowed Governmental Fire Claims represent a full

and final settlement of the Allowed Governmental

Fire Claims, once the Plan is approved, without

regard to whether the allowed and/or filed amount of

Allowed Governmental Fire Claims are in excess of

or less than the amount of Aggregate Fire Victim

Consideration.

$Unknown Unknown%

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Governmental Fire Claims – Any Fire Claim arising

in any way from and asserted by a federal, state or

local government entity under applicable law or

contract.

Treatment: On the Effective Date, each holder of a

Governmental Fire Claim that has been allowed in

accordance with the procedures for allowance and

payment of such claims as set forth in the Means for

Implementation section (an “Allowed Governmental

Fire Claim”) shall be entitled to a claim against the

Fire Victim Claims Trust in full and final satisfaction,

compromise, settlement, release, and discharge of

such allowed claim., provided, however, that the

Public Entities’ claims shall be satisfied in full by a

$1 billion payment from the Fire Victims Claims

Trust into a trust account as provided for by the

Public Entity Plan Support Agreements and this Term

Sheet. 

Voting: Impaired – entitled to vote.

Class 12B:

Other Utility

General

Unsecured

Claims

Classification: Holders of general unsecured claims

(other than Other Utility Priority Claims, Utility

Unsecured Revolving Credit Facility Claims, Utility

Unsecured Term Loan Claims, Short-Term Utility

Unsecured Notes Claims, Long-Term Utility

Unsecured Notes Claims, Fire Claims, and Utility

Workers’ Compensation Claims) against the Utility

(the “Other Utility General Unsecured Claims”).

Treatment: Each holder of an allowed Other Utility

General Unsecured Claim shall receive, in full and

final satisfaction, compromise, settlement, release,

and discharge of such allowed Other Utility General

Unsecured Claim, cash in an amount equal to the

allowed Other Utility General Unsecured Claim,

together with accrued and unpaid interest from the

Petition Date through the Effective Date at the

applicable contract rate or, in the absence of a

contract rate, the Federal Judgement Rate, on the

earlier of (i) the Effective Date or as soon thereafter

as is reasonably practicable or (ii) the date such Other

Utility General Unsecured Claim becomes an allowed

Other Utility General Claim or as soon thereafter as is

reasonably practicable.

Voting: Unimpaired – deemed to accept.

[TBD] 100%

Class 13B:

Utility

Classification: Holders of claims against the Utility

by employees of the Utility for the payment of [TBD] 100%

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SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Workers’

Compensation

Claims

workers’ compensation benefits under applicable law

(the “Utility Workers’ Compensation Claims”).

Treatment: Each allowed Utility Workers’

Compensation Claim shall be satisfied in full in the

ordinary course of business at such time and in such

manner as the Utility is obligated to satisfy such

Utility Workers’ Compensation Claim under

applicable law.

Voting: Unimpaired – deemed to accept.

Class 14B:

Utility

Preferred

Interests

Classification: Holders of outstanding preferred

Interests in the Utility (the “Utility Preferred

Interests”)

Treatment: Holders of allowed Utility Preferred

Interests shall retain ownership of all Utility Preferred

Interests in the Reorganized Utility (including any

associated liquidation preference).

Voting: Unimpaired – deemed to accept.

N/A 100%

Class 15B:

Utility

Common

Interests

Classification: PG&E Corp. as holder of all

outstanding common Interests in the Utility (the

“Utility Common Interests”).

Treatment: The Reorganized PG&E Corp., as holder

of the Utility Common Interests, shall retain

ownership of all Utility Common Interests in the

Reorganized Utility.

Voting: Unimpaired – deemed to accept.

N/A 100%

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

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DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

MEANS FOR IMPLEMENTATION

Fire Victim

Claims Trust

On the Effective Date, the Reorganized Debtors will establish the Fire Victim

Claims Trust. The Fire Victim Claims Trust will be funded with the Aggregate

Fire Victim Consideration including the assignment of rights, claims, and causes of

action as described below in the Means for Implementation section, including rights

under certain 2015/2016 insurance policies of the Debtors.

As part of the Aggregate Fire Victim Consideration, the Debtors shall also assign to

the Fire Victim Claims Trust any and all rights, claims, causes of action, and

defenses related thereto related directly or indirectly to any of the prepetition fires

listed in Schedule 1 (the “Fires”) that the Debtors may have against any third party,

including, without limitation, against vendors, suppliers, third party contractors and

consultants (including those who provided services regarding PGE’s electrical

system, system equipment, inspection and maintenance of the system, and

vegetation management), and current and former directors and officers of the

Debtors (to be mutually agreed upon by the TCC and the Ad Hoc Committee and

included as an annex to the Plan).

The Fire Victim Claims Trust shall be administered by a trustee (the “Fire Victim

Claims Trustee”) and governed by an oversight committee (the “Fire Victim

Claims Trust Oversight Committee”) selected by the TCC. An agreement (the

“Fire Victim Claims Trust Agreement”) shall establish and set forth the

provisions of the Fire Victim Claims Trust. The Fire Victim Claims Trust

Agreement shall be in form and substance reasonably acceptable to the TCC.

The Fire Victim Claims Trustee shall be selected by the TCC. The Fire Victim

Claims Trust Oversight Committee shall consist of three members, which shall be

selected by TCC.

The Fire Victim Claims Trustee and the Fire Victim Claims Trust Oversight

Committee shall have the authority to retain any advisors for the purpose of

carrying out their respective duties under the Fire Victim Claims Trust Agreement.

Allowance of Claims: The Fire Victim Claims Trust Agreement will provide

procedures for the holders of Fire Victim Claims and Allowed Governmental Fire

Claims to resolve their claims, at their respective option, via a settlement matrix or

allowed claim requirements and procedures approved by the TCC and the

Bankruptcy Court as part of plan confirmation, including mediation, streamlined

binding arbitration procedures, or a jury trial to the extent a holder of Fire Victim

Claims is entitled to such a trial. The Bankruptcy Court would retain jurisdiction

over the Fire Victim Claims Trust, Fire Victim Claims Trustee, Fire Victim Claims

Oversight Committee, and administration of the Fire Victim Claims Trust, subject

to the terms of the Fire Victim Claims Trust Agreement, until the Fire Victim

Claims Trust is terminated.

Payment of Claims and Reserve: Given that the amount of the Fire Victim Claims

Trust is limited, the Fire Victim Claims Trustee shall provide for an appropriate

payment reserve, in such trustee’s reasonable business judgment, to ensure equal

payment for all holders of Fire Victim Claims in accordance with applicable law.

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

The Fire Victim Claims Trustee shall release reserves only when appropriate and it

is clear that claimants will receive equitable distributions as described below.

Unless otherwise ordered by the Bankruptcy Court, in order to maintain an

appropriate reserve, the Fire Victim Claims Trustee shall pay one or more interim

distributions on Allowed Fire Victim Claims, reserving a final distribution on such

claims until the end of Fire Victim Claims Trust administration after equal

percentage payments have been made on Allowed Fire Victim Claims.

In the event that there are remaining funds after payment of all claims of the Fire

Victim Claims Trust, the excess funds remaining in the Fire Victim Claims Trust

shall be paid to the Wildfire Fund.

Subrogation

Claims Trust

On the Effective Date, the Reorganized Debtors will establish the Subrogation

Claims Trust. The Subrogation Claims Trust will be funded with the Aggregate

Subrogation Consideration.

Members of the Ad Hoc Group of Subrogation Claim Holders (the “Ad Hoc

Subrogation Group”) will enter into a separate agreement (the “Allocation

Agreement”), which intercreditor agreement shall govern the distribution of the

Aggregate Subrogation Consideration to holders of Subrogation Fire Claims in

accordance with the relevant recovery percentages assigned to individual wildfires

or groups of wildfires. The Reorganized Debtors will not be party to the Allocation

Agreement and will not have any input regarding the terms thereof and shall not be

bound or otherwise prejudiced by the Allocation Agreement or any terms thereof.

The Subrogation Claims Trust shall be administered by a trustee (the “Subrogation

Claims Trustee”) selected by the Ad Hoc Subrogation Group. An agreement (the

“Subrogation Claims Trust Agreement”) shall establish and set forth the

provisions of the Subrogation Claims Trust. The Subrogation Claims Trust

Agreement shall be in form and substance reasonably acceptable to the Ad Hoc

Subrogation Group. The Subrogation Claims Trustee shall have the authority to

retain any advisors for the purpose of carrying out their respective duties under the

Subrogation Claims Trust Agreement.

On the Effective Date, an advisory board (the “Subrogation Claims Trust

Advisory Board”) shall be appointed to consult with and advise the Subrogation

Claims Trustee. The Subrogation Claims Trust Advisory Board shall consist of

three (3) members selected by holders of Subrogation Claims as set forth in the

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Subrogation Claims Trust Agreement. The Subrogation Trust Advisory Board

shall, as and when requested by the Subrogation Claims Trustee, or as otherwise

required under the Plan, the Confirmation Order, or the Subrogation Claims Trust

Agreement, consult with and advise the Subrogation Claims Trustee as to the

administration and management of the Subrogation Claims Trust in accordance

with the terms of the Plan, the Confirmation Order and/or the Subrogation Claims

Trust Agreement.

On the Effective Date, the Subrogation Claims Trust shall immediately pay holders

of Subrogation Fire Claims their allocable share for Subrogation Fire Claims on

account of amounts paid to insureds prior to the Effective Date (the “Initial

Subrogation Claims Trust Distribution”).

The remainder of the Aggregate Subrogation Consideration that is not part of the

Initial Subrogation Claims Trust Distribution (i.e., the portion of the recovery on

account of Subrogation Fire Claims arising from reserved IBNR amounts to

individual insureds as of the Effective Date) (the “Subrogation Recovery

Reserve”) shall be held by the Subrogation Claims Trust for the benefit of holders

of Subrogation Fire Claims. The Subrogation Claims Trust shall periodically pay

subrogation claimants their allocated share for Subrogation Fire Claims on account

of amounts paid to insureds after the Effective Date in accordance with the

Allocation Agreement. For the avoidance of doubt, to the extent certain fires are

over-reserved, and other fires are under-reserved, the Subrogation Claims Trust

shall have the ability to reallocate funds to facilitate each subrogation claim

recovering the applicable fire by fire payment percentage.

Upon the earlier of (i) 5 years after the Effective Date, or (ii) the Subrogation

Claims Trustee’s reasonable determination that no more reserves will be paid to

insureds, any remaining Subrogation Recovery Reserve shall be distributed pro rata

to holders of Subrogation Fire Claims in accordance with the Allocation

Agreement.

Channeling

Injunction

The Fire Victim Claims Trust shall be the sole source of recovery for the Fire

Claims (other than Subrogation Fire Claims) against the Debtors, and the

Subrogation Claims Trust shall be the sole source of recovery for the Subrogation

Fire Claims against the Debtors. The Plan and order confirming the Plan (the

“Confirmation Order”) shall (i) channel all Fire Claims (other than Subrogation

Fire Claims) against the Debtors to the Fire Victim Claims Trust and (ii) channel

all Subrogation Fire Claims against the Debtors to the Subrogation Claims Trust for

payment in each case in accordance with the terms and procedures provided

therein. The Plan and the Confirmation Order shall bar and enjoin holders of Fire

Claims from seeking to recover on account of their Fire Claims against the

Reorganized Debtors or any assets of the Reorganized Debtors, except with respect

to any and all rights under and the proceeds of the Debtors’ insurance policies that

provide coverage for the Fires (the “Channeling Injunction”).

Contributions

to the Wildfire

Fund

On the Effective Date, the Debtors will contribute $5.0 billion, which amount

consists of both the Debtors’ initial and first annual contributions, to the Fund in

order to address future wildfire liability.

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

SOURCES OF PLAN FUNDING

Insurance

Rights

The parties shall work in good faith to determine whether and how to treat the

Debtors’ insurance policies consistent with this term sheet.

Up to $2.209 billion of the proceeds of 2017/2018 insurance policies of the Debtors

will be used as a source of cash funding under the Plan.

Cash on Hand $[●] billion of the Debtors’ cash on hand on the Effective Date.

New Money

Investment in

PG&E Corp.

On the Effective Date, Reorganized PG&E Corp. shall issue shares of Reorganized

PG&E Corp. Common Stock (the “New Money Reorganized PG&E Corp.

Common Stock Issuance”) to the new money investors identified below (the

“PG&E Corp. New Money Investor Group”), in exchange for $15,512,332,599

in cash (the “PG&E Corp. New Money Investment”).

The commitments for the PG&E Corp. New Money Investment shall be provided as

follows:

1. 50% by the consortium of large Utility bondholders identified in Schedule

4 attached hereto (the “PG&E Corp. New Money Commitment Group”);

2. 45% by the members of the Ad Hoc Committee; and

3. 5% by the holders of PG&E Common Interests in Class 8A.

To the extent that the members of the Ad Hoc Committee and/or holders of PG&E

Common Interests in Class 8A do not provide the commitments described above for

the PG&E Corp. New Money Investment, the PG&E Corp. New Money

Commitment Group will provide commitments covering any such remaining

amount.

New PG&E

Corp. Senior

Unsecured

Notes

On the Effective Date, Reorganized PG&E Corp. shall issue $5.75 billion in new

senior unsecured notes (the “New PG&E Corp. Senior Unsecured Notes”) to the

new money investors identified below (the “New PG&E Corp. Senior Unsecured

Notes Investor Group”) in exchange for $5.75 billion in cash (the “New PG&E

Corp. Senior Unsecured Notes Investment”). The New PG&E Corp. Senior

Unsecured Notes shall have terms materially consistent with the terms contained in

the term sheet (the “New PG&E Corp. Senior Unsecured Notes Term Sheet”)

attached hereto as Exhibit 1.

The commitments for the New PG&E Corp. Senior Unsecured Notes Investment

shall be provided as follows:

1. 50% by a consortium of large Utility bondholders identified in Schedule 5

attached hereto (the “New PG&E Corp. Senior Unsecured Notes

Commitment Group”);

2. 50% by the members of the Ad Hoc Committee.

To the extent that the members of the Ad Hoc Committee do not provide the

commitments described above for the New PG&E Corp. Senior Unsecured Notes

Investment, the PG&E Corp. New Money Commitment Group will provide

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

commitments covering any such remaining amount.

New Utility

Secured Notes

The Debtors shall use commercially reasonable efforts to have the Reorganized

Utility issue, on the Effective Date, $7,978,610,000 in new secured notes

(collectively, the “New Utility Secured Notes”) to third party investors in

exchange for $7,978,610,000 in cash, with the proceeds being used to pay down all

existing Utility Unsecured Term Loan Claims, Utility Unsecured Revolving Credit

Facility Claims and Short-Term Utility Unsecured Notes Claims. The New Utility

Secured Notes issued to third party investors shall have terms that are acceptable to

the Ad Hoc Committee and at least as favorable to the Reorganized Utility as the

terms contained in the term sheet (the “New Utility Secured Notes Term Sheet”)

attached hereto as Exhibit 2.

In the event that the Reorganized Utility fails to issue all or a portion of the New

Utility Secured Notes to third party investors on the Effective Date after using

commercially reasonable efforts to do so as described above, on the Effective Date,

the Reorganized Utility shall issue New Utility Secured Notes (on terms materially

consistent with those contained in the New Utility Secured Notes Term Sheet) in

the amount of any such shortfall to the new money investors identified below (the

“Reorganized Utility Secured Notes Investor Group” and together with the

PG&E Corp. New Money Investor Group and the New PG&E Corp. Senior

Unsecured Notes Investor Group, the “Investor Group”) (on pro rata basis as

described in the Amended and Restated Commitment Letter to be executed in

connection with this Plan Term Sheet (the “Commitment Letter”)) in exchange

for the equivalent amount of cash (the “New Utility Secured Notes Investment”).

The commitments for the New Utility Secured Notes Investment shall be provided

as follows:

1. 50% by a consortium of large Utility bondholders identified in Schedule 6

attached hereto (the “New Utility Secured Notes Commitment Group”);

2. 50% by the members of the Ad Hoc Committee.

To the extent that the members of the Ad Hoc Committee do not provide the

commitments described above for the New Utility Secured Notes Investment, the

PG&E Corp. New Money Commitment Group will provide commitments covering

any such remaining amount.

The PG&E Corp. New Money Commitment Group and the New PG&E Corp.

Senior Unsecured Notes Commitment Group agree to use commercially reasonable

efforts to structure the New Money Reorganized PG&E Corp. Common Stock

Issuance and the New PG&E Corp. Senior Unsecured Notes in a manner that will

facilitate the issuance of the New Utility Secured Notes on customary market terms,

including with respect to the fees payable by the Utility in connection therewith.

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Backstop

Commitment

Fees

In consideration of the agreement to backstop the commitments described above,

the following backstop commitment fees (the “Backstop Commitment Fees”)

shall be payable:

1. 3.0% of the PG&E Corp. New Money Investment to the PG&E Corp. New

Money Commitment Group; and

2. 1.5% of the New PG&E Corp. Senior Unsecured Notes Investment to the

New PG&E Corp. Senior Unsecured Notes Commitment Group.

3. 1.5% of the maximum amount of New Utility Secured Notes issuable

pursuant to this term sheet ($7,978,610,000) to the New Utility Secured

Notes Commitment Group.

The Backstop Commitment Fees shall be payable by Reorganized PG&E Corp. in

cash or Reorganized PG&E Corp. Common Stock at the election of each backstop

commitment party.

REGULATORY REQUIREMENTS

FERC Prior to the Effective Date, the Debtors and Reorganized Debtors shall receive, as

necessary or appropriate, all of the following approvals from the Federal Energy

Regulatory Commission (“FERC”) (collectively, the “FERC Approvals”). The

Debtors and Reorganized Debtors shall receive a final order, satisfactory to the Ad

Hoc Committee, from the FERC granting authorization under Section 203 of the

Federal Power Act (the “FPA”) to implement the Plan. In addition, if the

reorganization results in the transfer of FERC-jurisdictional natural gas assets or

hydroelectric assets, the Debtors and Reorganized Debtors shall receive, as

necessary or appropriate, approval satisfactory to the Ad Hoc Committee under

Section 7 of the Natural Gas Act (“NGA”) and FPA Section 8, respectively, to

transfer those assets. Prior to the Effective Date, the Debtors and Reorganized

Debtors shall also receive, if and to the extent necessary or appropriate, a final

order from FERC, satisfactory to the Ad Hoc Committee granting authorization

under Section 204 of the FPA to issue new securities as provided under the Plan.

Finally, prior to the Effective Date, the Debtors and Reorganized Debtors shall

receive FERC acceptance, satisfactory to the Ad Hoc Committee, with respect to

any new or modified service tariffs under the FPA or NGA necessary or

appropriate to implement the Plan, and shall receive approval or acceptance under

FPA Section 305 with respect to the creation of any interlocking directorates.

CPUC Prior to the Effective Date the Debtors and Reorganized Debtors shall receive all

necessary or appropriate approvals, authorizations and final orders from the

California Public Utilities Commission (“CPUC”) required to implement the Plan,

to participate in the Wildfire Fund, and to be eligible for the presumption of

reasonableness provided in Public Utilities Code section 451.1, in each case

satisfactory to the Ad Hoc Committee, including, but not limited to: (a) successful

conclusion of the ROE/Cap Structure Proceedings (as defined below); (b) approval

of transfer of control over the Utility and any changes to PG&E’s corporate

structure and authorizations for the Utility to operate as a utility, if required; (c)

resolution of claims for monetary fines or penalties under the California Public

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Utilities Code for conduct prior to the Petition Date, (d) approval (or exemption

from approval) of the overall financing structure and securities to be issued under

the Plan; (e) approvals and determinations pursuant AB 1054 necessary for

participation in the Wildfire Fund, including, but not limited to, a determination

that the Plan fully and finally compensates ratepayers in full compliance with

Public Utilities Code section 3292(b)(1)(E) throughout the existence of the

Wildfire Fund, and (f) approval that the Plan, including in regards to compensation

for executive officers, complies with the requirements of Public Utilities Code

section 8389 (collectively, the “CPUC Determinations”).

The “ROE/Cap Structure Proceeding” shall mean the proceeding(s) before the

CPUC governing the authorized return on equity and regulated capital structure of

the Utility. A successful conclusion of the ROE/Cap Structure Proceeding for

purposes of this proceeding shall mean, either (x) a determination that the current

authorized capital structure and a minimum of 10.25% ROE shall be fixed for three

(3) years, or (y) a mutually agreed deferral of the Utility’s 2020 general rate case

and/or cost of capital proceeding before the CPUC for a period of 24 months from

the Effective Date of the Plan, with the current authorized capital structure and/or a

minimum of 10.25% ROE, as relevant, to remain unchanged until expiration of the

deferral period.

NRC If required, prior to the Effective Date, the Debtors and Reorganized Debtors shall

receive approval from the Nuclear Regulatory Commission for the transfer of the

license for the Diablo Canyon Power Plant (the “NRC Approval”).

OTHER TERMS

Releases The Plan shall provide for customary release of all claims and causes of action

against (i) the Debtors, (ii) each of the members of the Ad Hoc Committee, (iii) the

Creditors’ Committee and each of its members, (iv) the TCC and each of its

members, (v) the Fire Victim Claims Trustee, (vi) the Fire Victim Claims Trust

Oversight Committee and each of its members, (vii) the Ad Hoc Subrogation Group

and each of its members, (viii) the Subrogation Claims Trustee, (ix) the

Subrogation Claims Trust Advisory Board and each of its members, and (x) with

respect to each of the foregoing entities in clauses (i) through (ix), such entities’

Related Persons56 (each such entity in foregoing clauses (i) through (x), a

“Released Party”).

Releases shall be provided by (i) the Debtors, (ii) each of the members of the Ad

Hoc Committee, (iii) the Creditors’ Committee and each of its members, (iv) the

TCC and each of its members, (v) the Fire Victim Claims Trustee, (vi) the Fire

Victim Claims Trust Oversight Committee and each of its members, (vii) the Ad

Hoc Subrogation Group and each of its members, (viii) the Subrogation Claims

Trustee, (ix) the Subrogation Claims Trust Advisory Board and each of its

56

“Related Persons” with respect to an entity shall mean that entity’s current and former affiliates, and such 

entities’ and their current and former affiliates’ current and former directors, managers, officers, equity holders 

(regardless of whether such interests are held directly or indirectly), predecessors, successors and assigns, 

subsidiaries, and each of their respective current and former equity holders, officers, directors, managers, 

principals, members, employees, agents, advisory board members, financial advisors, partners, attorneys, 

accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as 

such.

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of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

members and (x) with respect to each of the foregoing entities in clauses (i) through

(ix), such entities’ Related Persons, and (x) all holders of claims and interests

against the Debtors, as provided in more detail below (each such entity in foregoing

clauses (i) through (x), a “Releasing Party”).

The releases to be set forth in the Plan shall include consensual releases from each

holder of a claim or interest (as set forth in the “Plan Treatment of PG&E Corp.

and Utility Claims” section above) that (i) votes to accept the Plan or (ii) is deemed

to accept the Plan, of each Released Party from any claims or causes of action,

including any derivative claims asserted or assertable on behalf of any of the

Debtors, that the Debtors, the Reorganized Debtors, or their Estates or affiliates or

that each other Releasing Party, as applicable, would have been legally entitled to

assert in its own right (whether individually or collectively) or on behalf of the

holder of any claims or interest or other entity, based on or relating to, or in any

manner arising from, in whole or in part, the Debtors, the Debtors’ capital

structure, the assertion or enforcement of rights and remedies against the Debtors,

the Debtors’ in- or out-of-court restructuring discussions, intercompany

transactions between or among the Debtors and/or their Affiliates, 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 Chapter 11 Cases

and related adversary proceedings, the formulation, preparation, dissemination,

negotiation, filing, or consummation of the Plan, the disclosure statement to the

Plan, or any restructuring transaction, contract, instrument, release, or other

agreement or document created or entered into in connection with the foregoing, or

upon any act or omission, transaction, agreement, event or other occurrence taking

place on or before the Effective Date.

In addition, the Plan shall provide for consensual mutual releases of all claims and

causes of action by and between each holder of a Fire Victim Claim (i) who votes

to accept the Plan or (ii) is deemed to accept the Plan and each holder of a

Subrogation Fire Claim (i) who votes to accept the Plan or (ii) is deemed to accept

the Plan, based on or relating to, or in any manner arising from, the fires described

in Schedule 1.

The Plan shall provide for consensual releases to the Released Parties of all claims

and causes of action that could be asserted against, or in any way relating to, or

arising out of (i) any Debtor, the Reorganized Debtors, their businesses, or their

property, (ii) the Chapter 11 Cases, (iv) the formulation, preparation, negotiation,

dissemination, implementation, administration, or consummation of the Plan, or (v)

any other act or omission in connection with the Chapter 11 Cases.

Exculpation The Plan shall provide certain customary exculpation provisions, which shall

include a full exculpation from liability in favor of the Debtors, the Ad Hoc

Committee and each of its members and their professionals, the Creditors’

Committee and each of its members and their professionals, the TCC and each of

its members and their professionals, the Ad Hoc Subrogation Group and each of its

members and the Related Persons of all of the foregoing parties from any and all

claims and causes of action arising on or after the Petition Date and any and all

claims and causes of action relating to any act taken or omitted to be taken in

connection with, or related to, formulating, negotiating, preparing, disseminating,

23

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

implementing, administering, soliciting, confirming or consummating the Plan, the

disclosure statement to the Plan or any contract, instrument, release or other

agreement or document created or entered into in connection with the Plan or any

other act taken or omitted to be taken in connection with or in contemplation of the

Chapter 11 Cases or the restructuring of the Debtors, with the sole exception of

willful misconduct or gross negligence.

Corporate

Governance

Upon the Effective Date and for a period of two (2) years thereafter, the board of

directors of Reorganized PG&E Corp. (the “New PG&E Corp. Board”) shall

consist of nine (9) members. From the second anniversary of the Effective Date

through the fifth anniversary of the Effective Date, the New PG&E Board Corp.

Board shall consist of at least nine (9) and no more than eleven (11) members. The

chief executive officer of Reorganized PG&E Corp. (the “New PG&E Corp. 

CEO”) shall be a director on the New PG&E Corp. Board. The New PG&E Corp.

CEO shall not be the chairperson of the New PG&E Corp. Board. The remaining

directors of the New PG&E Corp. Board shall be appointed on the Effective Date,

and thereafter elected annually, in the following manner:

1. One (1) director shall be nominated by IBEW Local 1245, on behalf of the

employees of Reorganized PG&E Corp.;

2. One (1) director shall be nominated by TURN, on behalf of ratepayers;

3. One (1) director shall be nominated by the Wildfire Fund; and

4. Each other director shall be nominated by the shareholders of Reorganized

PG&E Corp.

The board of directors of the Reorganized Utility (the “New Utility Board” and

together with the New PG&E Corp., the “New Boards”) will consist of the same

nine (9) members of the New PG&E Corp. Board. The chairperson of the New

PG&E Corp. Board shall not be the chairperson of the New Utility Board.

The New Boards shall consist of a diverse set of individuals (including, among

other things, complying with the requirements of California State Bill-826). The

majority of the directors of each of the New Boards shall consist of Californians

and individuals who have credentialed experience in the areas of utility operations,

engineering, safety, regulation and/or clean energy.

Renaming /

Rebranding

For the first 60 days following the Effective Date, all employees of the Reorganized

Utility will have the opportunity to submit recommendations for renaming or

rebranding the Reorganized Utility. If, after a period of 90 days following the

Effective Date, no employee recommendation is selected for renaming or

rebranding the Reorganized Utility, the Reorganized Utility shall effect a change of

name to “Golden State Power Light & Gas Co.,” and the Reorganized PG&E Corp.

shall effect a change of name to “GSPL&G Corp.”

Prohibition

Against Rate

Increases

The Debtors and the Reorganized Debtors will not seek to recover the contributions

made to the Fire Victim Claims Trust, the Subrogation Claims Trust or the Wildfire

Fund, either directly or indirectly, through rate increases.

Utility Rates to

Consumers

The Plan shall be rate-neutral to end-market consumers in California on a net basis.

The Plan will rely on securitization amounts up to similar levels of the

securitization bonds issued in 2001. The proceeds of such new securitization bonds

24

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of 41
THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

will be used for future statewide Wildfire Fund purposes. The proceeds of any new

securitization bonds will not be used for the Debtors’ or Reorganized Debtors’

benefit for plan purposes.

Utility

Consumer Rate

Credit

Plan to include sale of certain key real estate assets of the Debtors to previously

identified party or parties to allow for up to $1 billion rate credit for the benefit of

all PG&E customers, to be applied equally over a period of 10 years from the

Effective Date.

Post-Effective

Date

Management

The Utility will seek to enter into a long-term management, oversight, O&M or

similar contract(s)/agreement(s) with a qualified management team and/or top-tier

U.S.-domiciled utility/energy holding company (all previously identified) to

oversee and run the Utility beginning on the Effective Date. Such entity or

management team may be provided the opportunity to participate in the PG&E

Corp. New Money Investment in connection therewith.

Key Corporate

Operating

Businesses

PG&E agrees not to sell, and will oppose any attempt to municipalize, any portion

of the operating business or assets, for a period of (5) years after the Effective Date

of the Plan; provided, however, this provision does not apply to any owned,

including currently occupied real estate. For the avoidance of doubt, this

restriction will not limit any change in control transaction relating to Reorganized

PG&E Corp., including, without limitation, a merger, tender offer or similar

transaction.

Key Employee

Matters

Subject to the support of the International Brotherhood of Electrical Workers

(“IBEW”) for the Plan, contingent upon and after confirmation of the Plan, the

Reorganized Debtors shall enter into an agreement with Local Union No. 1245 of

the International Brotherhood of Electrical Workers (“Local 1245”) with such

agreement to apply only to the period starting on the Effective Date, extending the

two (2) Collective Bargaining Agreements currently in place between Pacific Gas

and Electric Company and Local 1245 (the IBEW Physical Agreement and the

IBEW Clerical Agreement, collectively the “IBEW CBAs”), until December 31,

2023 with such extension to include (i) a reasonable and appropriate general wage

increase for each of the extension years (2022 and 2023) deemed to be appropriate,

reasonable, consistent with past practice and included in go-forward allowed rates;

(ii) a prohibition on any involuntary layoffs during the term of the extended IBEW

CBAs; provided, however such prohibition will not limit any individual employee

terminations or displacements and will not apply to contract workforce or

non-bargaining unit members; and (iii) reemphasize the Reorganized Debtors’ and

Local 1245’s commitment to maintaining a spirit of cooperation between labor and

management.

Other

Employee

Matters

Compensation-related agreements between any of the Debtors and any directors,

officers and employees of the Debtors existing as of the Effective Date, including

any indemnification and severance obligations, short term incentive plan and other

incentive plans, with the exception of the revisions set forth herein, existing as of

the Effective Date, shall be assumed by the Reorganized Debtors.

The New Boards shall revise the long term incentive compensation programs of

Reorganized PG&E Corp. and the Reorganized Utility by increasing the proportion

25

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

of LTIP awards subject to performance-based vesting criteria. Performance criteria

for LTIP awards will be modified by increasing/implementing performance

weightings that are based on achievement of public safety, infrastructure hardening

and other related strategic long term objectives.

In addition, following the Effective Date, the New PG&E Corp. Board shall further

revise the applicable employee compensation programs such that all PG&E Corp.

common stock currently held by employees and retirees in pension accounts,

401(k) accounts and company-sponsored plans will be trued-up for any dilution on

account of the Plan with new equity issuances within 90 days after the Effective

Date. Such equity interests will be structured to comply with all applicable

securities laws.

Pension Matters Upon the Effective Date, the Reorganized Debtors shall assume and continue to

maintain the PG&E Retirement Plan under its current terms, except to the extent

any amendment is required by law, and shall make any and all contributions

necessary to satisfy the minimum funding requirements under ERISA Section 302

and Internal Revenue Code Section 430.

Executory

Contracts and

Unexpired

Leases

All executory contracts and unexpired leases not expressly listed for rejection on an

exhibit to the Plan or previously assumed or rejected by order of the Bankruptcy

Court shall be deemed assumed as of the Effective Date.

The Debtors or Reorganized Debtors, as applicable, may alter, amend, modify, or

supplement the list of assumed executory contracts and unexpired leases and the

schedules of executory contracts and unexpired leases with respect to the Debtors

or Reorganized Debtors, as applicable, at any time, through and including 45 days

after the Effective Date.

Renewable

Energy Power

Purchase

Agreements

Notwithstanding anything to the contrary in this Term Sheet, the Debtors and

Reorganized Debtors shall not reject any renewable energy power purchase

agreement.

Tax Matters The Debtors and the Ad Hoc Committee will work together in good faith and will

use commercially reasonable efforts to structure and implement the Reorganization

in a tax efficient and cost-effective manner for the Reorganized Debtors and

creditors.

Post-Effective Date ownership of PG&E Corp. shall be structured to maximize the

usage of go-forward tax attributes.

Timing / Key

Dates

Emergence from chapter 11 is to be achieved as soon as reasonably practicable,

with specific deadlines as follows:

1. A plan of reorganization materially consistent with the terms provided in

this Term Sheet and disclosure statement corresponding to such plan to be

filed no later than October 31, 2019;

2. Order confirming such plan of reorganization entered no later than June 30,

2020; and

3. Effective date of the plan of reorganization to occur no later than 60 days

after the entry of the Confirmation Order.

26

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Conditions

Precedent to

Effective Date

of Plan

The following conditions must be satisfied in order for the Effective Date to occur:

1. A plan of reorganization that provides a binding cap on the recoveries to

the holders of Fire Claims (including fines, penalties, reimbursement and

other similar obligations but excluding Subrogation Fire Claims) that shall

not be greater than the Aggregate Fire Victim Consideration shall have

been confirmed;

2. A plan of reorganization that provides a binding cap on the recoveries to

the holders of Subrogation Fire Claims that shall not be greater than the

Aggregate Subrogation Consideration shall have been confirmed;

3. the Confirmation Order shall have been entered by the Court in form and

substance acceptable to the Ad Hoc Committee and the TCC, be in full

force and effect and not be subject to any stay or injunction and shall have

become a final order;

4. all definitive documents relating to the Plan shall be in form and substance

acceptable to the Ad Hoc Committee;

5. the Fire Victim Claims Trust shall have been established in accordance

with the terms provided herein and the procedures in connection therewith

shall be in form and substance acceptable to the TCC;

6. the Fire Victim Claims Trustee shall have been appointed in accordance

with the terms provided herein;

7. the members of the Fire Victim Claims Trust Oversight Committee shall

have been appointed in accordance with the terms provided herein;

8. the Subrogation Claims Trust shall be have been established in accordance

with the terms provided herein and the procedures in connection therewith

shall be in form and substance acceptable to the Ad Hoc Subrogation

Group;

9. the Subrogation Claims Trustee shall have been appointed in accordance

with the terms provided herein;

10. the members of the Subrogation Trust Advisory Board shall have been

appointed in accordance with the terms provided herein;

11. a Wildfire Fund has been established pursuant to Public Utilities Code

section 3292, and the Utility has satisfied (i) the conditions to participate in

the Wildfire Fund pursuant to Public Utilities Code sections 3292 and

3293, (ii) the conditions to obtain a safety certification pursuant to Public

Utilities Code section 8389, and (iii) any other conditions that are required

to participate in the Wildfire Fund and be eligible for the presumption of

reasonableness provided in Public Utilities Code section 451.1;

12. the New PG&E Corp. Common Stock, New PG&E Corp. Senior

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

Unsecured Notes and the New Utility Secured Notes shall have been issued

in accordance with the terms provided herein and in a manner acceptable to

the Ad Hoc Committee and the TCC;

13. all actions, documents, certificates and agreements necessary or

appropriate to implement the Plan shall have been effected or executed or

deemed executed and delivered, as the case may be, to the required parties

and, to the extent required, filed with the applicable governmental units in

accordance with applicable laws; and

14. all authorizations, consents, regulatory approvals, rulings or documents that

are necessary or appropriate to implement and effectuate the Plan

(including, but not limited to, the FERC Approvals, the CPUC

Determinations, and the NRC Approval) shall have been received.

Conditions

Precedent to

Funding

The following conditions must be met in order for the PG&E Corp. New Money

Investment, New PG&E Corp. Senior Unsecured Notes Investment, and New

Utility Secured Notes Investment to be funded:

1. A plan of reorganization that provides a binding cap on the recoveries to

the holders of Fire Claims (including fines, penalties, reimbursement and

other similar obligations but excluding Subrogation Fire Claims) that shall

not be greater than the Aggregate Fire Victim Consideration shall have

been confirmed and the Effective Date shall have occurred;

2. A plan of reorganization that provides a binding cap on the recoveries to

the holders of Subrogation Fire Claims that shall not be greater than the

Aggregate Subrogation Consideration shall have been confirmed;

3. There shall not have occurred one or more fires in the Debtors’ service

territory after the Petition Date and prior to January 1, 2020 that is asserted

by any person to arise out of the Debtors’ activities and that destroys or

damages more than 500 dwellings or commercial structures (individually or

in the aggregate);

4. There shall not have occurred one or more fires on or after January 1, 2020

destroying or damaging at least 500 dwellings or commercial structures

(individually or in the aggregate) within PG&E’s service area at a time

when the portion of PG&E’s system at the location of such fires was not

de-energized;

5. The form of all common equity documents and the plan of reorganization

and confirmation order are in form and substance acceptable to the Investor

Group; and

6. Customary closing conditions for an equity and unsecured debt financing

including, but not limited to, no material adverse change to PG&E Corp.

7. All Conditions Precedent to the Effective Date of the Plan, as set forth

above, shall have been satisfied.

8. The Debtors shall have maintained and held in good standing all of their

operating licenses, certificates and other regulatory authorizations and

approvals necessary to operate the Utility’s business with no pending

revocations of any such license, certificate, approval or authorization or

open proceedings contemplating such revocation.

9. Each of the conditions to funding under the Commitment Letter shall have

28

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THIS IS NOT A SOLICITATION OF A VOTE ON A PLAN OF REORGANIZATION. SUCH A

SOLICITATION MAY ONLY OCCUR FOLLOWING APPROVAL BY THE BANKRUPTCY COURT OF A

DISCLOSURE STATEMENT PURSUANT TO SECTION 1125 OF THE BANKRUPTCY CODE

been satisfied or waived by all applicable parties thereto.

29

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SCHEDULE 1

List of Northern California Fires Covered by Fire Victim Claims Trust

1. Butte Fire (2015)

2. 2017 North Bay Fires

a. LaPorte (La Porte)

b. McCourtney

c. Lobo

d. Honey

e. Redwood / Potter Valley

f. Sulphur

g. Cherokee

h. 37

i. Blue

j. Pocket

k. Atlas

l. Cascade

m. Nuns

n. Adobe

o. Norrbom

p. Pressley

q. Patrick

r. Pythian / Oakmont

s. Maacama

t. Tubbs

u. Point

3. Camp Fire (2018)

4. Ghost Ship (2016)

30

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SCHEDULE 2

Short-Term Utility Unsecured Notes

1. $550 million principal amount of 3.50% senior notes due October 1, 2020

2. $250 million principal amount of 3.50% senior notes due October 1, 2020

3. $300 million principal amount of 4.25% senior notes due May 15, 2021

4. $250 million principal amount of 3.25% senior notes due September 15, 2021

5. $400 million principal amount of 2.45% senior notes due August 15, 2022

31

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SCHEDULE 3

Long-Term Utility Unsecured Notes

1. $375 million principal amount of 3.25% senior notes due June 15, 2023

2. $500 million principal amount of 4.25% senior notes due August 1, 2023

3. $300 million principal amount of 3.85% senior notes due November 15, 2023

4. $450 million principal amount of 3.75% senior notes due February 15, 2024

5. $350 million principal amount of 3.40% senior notes due August 15, 2024

6. $400 million principal amount of 3.50% senior notes due June 15, 2025

7. $200 million principal amount of 3.50% senior notes due June 15, 2025

8. $600 million principal amount of 2.95% senior notes due March 1, 2026

9. $400 million principal amount of 3.30% senior notes due March 15, 2027

10. $1,150 million principal amount of 3.30% senior notes due December 1, 2027

11. $300 million principal amount of 4.65% senior notes due August 1, 2028

12. $3,000 million principal amount of 6.05% senior notes due March 1, 2034

13. $700 million principal amount of 5.80% senior notes due March 1, 2037

14. $250 million principal amount of 5.80% senior notes due March 1, 2037

15. $400 million principal amount of 6.35% senior notes due Feb 15, 2038

16. $550 million principal amount of 6.25% senior notes due March 1, 2039

17. $550 million principal amount of 5.40% senior notes due January 15, 2040

18. $250 million principal amount of 5.40% senior notes due January 15, 2040

19. $250 million principal amount of 4.50% senior notes due December 15, 2041

20. $400 million principal amount of 4.45% senior notes due April 15, 2042

21. $350 million principal amount of 3.75% senior notes due August 15, 2042

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of 41
22. $375 million principal amount of 4.60% senior notes due June 15. 2043

23. $500 million principal amount of 5.125% senior notes due November 15, 2043

24. $450 million principal amount of 4.75% senior notes due February 15, 2044

25. $225 million principal amount of 4.75% senior notes due February 15, 2044

26. $500 million principal amount of 4.30% senior notes due March 15, 2045

27. $100 million principal amount of 4.30% senior notes due March 15, 2045

28. $450 million principal amount of 4.25% senior notes due March 15, 2046

29. $400 million principal amount of 4.00% senior notes due December 1, 2046

30. $200 million principal amount of 4.00% senior notes due December 1, 2046

31. $850 million principal amount of 3.95% of senior notes due December 1, 2047

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SCHEDULE 4

PG&E Corp. New Money Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by Sculptor Capital LP)

11. Third Point LLC

12. Varde Partners, Inc.

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SCHEDULE 5

New PG&E Corp. Senior Unsecured Notes Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by Sculptor Capital LP)

11. Third Point LLC

12. Varde Partners, Inc.

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SCHEDULE 6

New Utility Secured Notes Commitment Group

1. Apollo Capital Management, L.P.

2. Canyon Capital Advisors LLC

3. Capital Research and Management Company

4. Citadel Advisors LLC

5. Davidson Kempner Capital Management LP

6. Elliott Management Corporation

7. Farallon Capital Management, L.L.C.

8. Oaktree Fund GP, LLC

9. Pacific Investment Management Company LLC

10. Theater Investor LLC (wholly owned by funds managed by Sculptor Capital LP)

11. Third Point LLC

12. Varde Partners, Inc.

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EXHIBIT 1

New PG&E Corp. Senior Unsecured Notes Term Sheet

Term sheet included in Commitment Letter.

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EXHIBIT 2

New Utility Secured Notes Term Sheet

Term sheet included in Commitment Letter.

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