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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Exhibit 1

Tort Claimants RSA Amendment 

Case: 19-30088 Doc# 5143-1 Filed: 12/16/19 Entered: 12/16/19 20:41:30 Page 1

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Execution Version 

 

FIRST AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT 

This FIRST AMENDMENT TO THE RESTRUCTURING SUPPORT AGREEMENT 

(this “Amendment”), dated as of December 16, 2019 (the “Effective Date”), is entered into by 

and among (a) the Debtors; (b) the TCC; (c) the Consenting Fire Claimant Professionals; and 

(d) the Shareholder Proponents (each as defined in the RSA referenced below). 

WHEREAS, the Debtors, the TCC, the Consenting Fire Claimant Professionals and the 

Shareholder Proponents are parties to that certain Restructuring Support Agreement, dated 

December 6, 2019 (together with all exhibits and attachments thereto, the “RSA”); and 

WHEREAS, the Parties desire to amend the RSA as set forth herein. 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein 

contained, for good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the Parties hereto agree as follows: 

1. Definitions. Capitalized terms used herein shall have the meanings given to them 

in the RSA unless otherwise defined herein. 

2. Amendment to the RSA. Section 3(a)(iii) of the RSA is hereby deleted in its 

entirety and replaced with the following: 

“iii. [reserved].” 

3. Amendment to Amended Plan Definition of “Aggregate Fire Victim 

Consideration.” The Debtors and the Shareholder Proponents agree to amend the Amended Plan 

by deleting the definition of “Aggregate Fire Victim Consideration” in its entirety and replacing it 

with the following: 

1.6 Aggregate Fire Victim Consideration means the aggregate consideration 

used to fund the Fire Victim Trust of (a) $5.4 billion in cash to be contributed on the 

Effective Date, (b) $1.35 billion consisting of (i) $650 million to be paid in cash on or 

before January 15, 2021 pursuant to the Tax Benefits Payment Agreement, and (ii) $700 

million to be paid in cash on or before January 15, 2022 pursuant to the Tax Benefits 

Payment Agreement; (c) $6.75 billion in New HoldCo Common Stock (issued at Fire 

Victim Equity Value), which shall not be less than 20.9% of the New HoldCo Common 

Stock based on the number of fully diluted shares of Reorganized HoldCo (calculated using 

the treasury stock method (using an Effective Date equity value equal to Fire Victim Equity 

Value)) that will be outstanding as of the Effective Date (assuming all equity offerings and 

all other equity transactions specified by the Plan, including without limitation, equity 

issuable upon the exercise of any rights or the conversion or exchange of or for any other 

securities, are consummated and settled on the Effective Date, but excluding any future 

equity issuance not specified by the Plan) assuming the Utility’s allowed return on equity 

as of the date of the Tort Claimants RSA and reasonable registration rights consistent with 

the recommendations of the Debtors’ equity underwriter and tax rules and regulations; 

(d) the assignment by the Debtors and Reorganized Debtors to the Fire Victim Trust of the 

Assigned Rights and Causes of Action; and (e) assignment of rights, other than the rights 

of the Debtors to be reimbursed under the 2015 Insurance Policies for claims submitted 

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prior to the Petition Date, under the 2015 and 2016 Insurance Policies to resolve any claims 

related to Fires in those policy years. For the avoidance of doubt, the Aggregate Fire Victim 

Consideration shall not include any amounts for the Public Entities Settlement which shall 

be satisfied from other Plan financing sources but not from the Aggregate Fire Victim 

Consideration. 

4. Reservation of Rights / No Waiver. The Parties acknowledge and agree that 

except as expressly set forth herein, this Amendment shall not constitute a waiver by any Party of 

any rights or claims related to the RSA, and all Parties hereby reserve any and all rights not 

expressly amended or modified herein. 

5. Effectiveness. This Amendment shall be deemed effective on the date on which 

the Debtors, the Shareholder Proponents, and the Requisite Consenting Fire Claimant 

Professionals have duly executed and delivered counterparts of this Amendment. 

6. Integration. Each Party hereby: (a) acknowledges the terms of this Amendment; 

(b) agrees that this Amendment, together with the RSA, constitutes the entire agreement among 

the Parties with respect to the subject matter hereof and supersedes all prior agreements and 

understandings among the Parties with respect to such subject matter and (c) agrees that each 

reference to the RSA hereafter made in any document, agreement, instrument, filing, pleading, 

notice or communication shall mean and be a reference to the RSA as amended and modified by 

this Amendment. 

7. Counterparts. This Amendment may be executed in counterparts, each of which 

shall be deemed an original, but all of which shall constitute the same instrument. Delivery of a 

copy of this Amendment bearing an original signature by electronic transmission shall have the 

same effect as physical delivery of the paper document bearing the original signature. 

[SIGNATURE PAGES FOLLOW]

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CONSENTING FIRE CLAIMANT PROFESSIONAL

By:

Name: Brendan M. Kunkle

Abbey. Weitzenberg, Warren & Emery

Attorneys for Holders of Fire Victim Claims

Firm:

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[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT 

PROFESSIONAL

By: 

Name: E. Elliot Adler 

Firm: Adler Law Group, APLC

Attorneys for Holders of Fire 

Victim Claims

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CONSENTING FIRE CLAIMANT

PROFESSIONAL

By;

‘Name: A/ m C 47/1/17 222:‐

LAM: 565; 5,1 «4/wa C 7 255

Attorneys forHolders of Fire

Victim Claims

[FirstAmendment to the RestructuringSupportAgreement]

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Finm Dreyer, Babich, Buccola, Wood, Campora [[P

Attorneys for Holders of Fire

Victim Claims

[First Amendment to the Restructuring Support Agreement]

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CONSENTING FIRE CLAIMANT 

PROFESSIONAL 

By: 

Name: Dario de Ghetaldi 

Firm: Corey, Luzaic~ de Ghetaldi & 

RiddJeLLP 

Attorneys for Holders of Fire 

Victim Cl . 

By: 

Firm: Danko Meredith, Trial 

Lawyers 

By: 

Attorneys for Holders of Fire 

Victim Claims 

i 

Name: Eric Gibbs 

Finn: Gibbs Law Group LLP 

Attorneys for Holders of Fire 

Victim Claims 

[Firs/ Amendment to the Restructuring Support Agreement] 

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[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT 

PROFESSIONAL

By: 

Name: Dave Fox

Firm: Fox Law, APC

Attorneys for Holders of Fire Victim 

Claims

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[First Amendment to the Restructuring Support Agreement]

CONSENTING FIRE CLAIMANT 

PROFESSIONAL

By: 

Name: Gerald Singleton

Firm: Singleton Law Firm, APC

Attorneys for Holders of Fire 

Victim Claims

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[First Amendment to the Restructuring Support Agreement] 

CONSENTING FIRE CLAIMANT 

PROFESSIONAL

By: 

Name: 

Firm: 

 Attorneys for Holders of Fire 

Victim Claims 

 

 

Khaldoun A. Baghdadi, Esq. Walkup, Melodia, Kelly & Schoenberger

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[First Amendment to the Restructuring Support Agreement] 

CONSENTING FIRE CLAIMANT 

PROFESSIONAL

By: 

Name: 

Firm: 

 Attorneys for Holders of Fire 

Victim Claims 

 

 

Watts Guerra LLP

December 16, 2019

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[First Amendment to the Restructuring Support Agreement]

Name:

Title:

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[First Amendment to the Restructuring Support Agreement]

SHAREHOLDER PROPONENT

By: Knighthead Capital 

Management, LLC 

on behalf of certain funds and 

accounts it manages or advises 

Signature: 

Name:

Title:

Thomas A. Wagner

Managing Member

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