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BAKER & HOSTETLER LLP 

Robert A. Julian (SBN 88469) 

Cecily A. Dumas (SBN 111449) 

160 Battery Street, Suite 100 

San Francisco, CA 94111 

Telephone: (628) 208-6434 

Facsimile: (310) 820-8859 

Email: rjulian@bakerlaw.com 

 cdumas@bakerlaw.com 

Eric E. Sagerman (SBN 155496) 

Lauren T. Attard (SBN 320898) 

11601 Wilshire Boulevard 

Suite 1400 

Los Angeles, CA 90025 

Telephone: (310) 820-8800 

Facsimile: (310) 820-8859 

Email: esagerman@bakerlaw.com 

lattard@bakerlaw.com 

 

Counsel to the Official Committee of Tort 

Claimants 

AKIN GUMP STRAUSS HAUER & FELD LLP 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

One Bryant Park 

New York, New York 10036 

Telephone: (212) 872-1000 

Facsimile: (212) 872-1002 

Email: mstamer@akingump.com 

 idizengoff@akingump.com 

 dbotter@akingump.com 

 aqureshi@akingump.com 

Ashley Vinson Crawford (SBN 257246) 

580 California Street 

Suite 1500 

San Francisco, CA 94104 

Telephone: (415) 765-9500 

Facsimile: (415) 765-9501 

Email: avcrawford@akingump.com 

Counsel to the Ad Hoc Committee of Senior 

Unsecured Noteholders of Pacific Gas and Electric 

Company 

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

STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCY COURT. ALL HOLDERS OF CLAIMS 

AND INTERESTS ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT 

IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION, 

-andPACIFIC GAS AND ELECTRIC COMPANY,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

JOINT CHAPTER 11 PLAN OF 

REORGANIZATION OF OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

AND AD HOC COMMITTEE OF SENIOR 

UNSECURED NOTEHOLDERS 

Debtors. 

Affects PG&E Corporation

Affects Pacific Gas and Electric Company

Affects both Debtors 

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

30088 (DM).

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ARTICLE I. DEFINITIONS, INTERPRETATION AND SETTLEMENTS .............................................. 1

ARTICLE II. ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS AND 

OTHER UNCLASSIFIED CLAIMS ................................................................................ 27

2.1 Administrative Expense Claims ........................................................................................ 27

2.2 Professional Fee Claims .................................................................................................... 28

2.3 DIP Facility Claims .......................................................................................................... 28

2.4 Priority Tax Claims ........................................................................................................... 29

ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS....................................................... 29

3.1 Classification in General ................................................................................................... 29

3.2 Summary of Classification ................................................................................................ 29

3.3 Separate Classification of Other Secured Claims ............................................................. 30

3.4 Nonconsensual Confirmation............................................................................................ 30

3.5 Debtors’ Rights in Respect of Unimpaired Claims ........................................................... 30

ARTICLE IV. TREATMENT OF CLAIMS AND INTERESTS .............................................................. 31

4.1 Class 1A – HoldCo Other Secured Claims ....................................................................... 31

4.2 Class 2A – HoldCo Priority Non-Tax Claims .................................................................. 31

4.3 Class 3A – HoldCo Revolver Claims. .............................................................................. 31

4.4 Class 4A – HoldCo Term Loan Claims. ........................................................................... 32

4.5 Class 5A – HoldCo General Unsecured Claims ............................................................... 32

4.6 Class 6A – HoldCo Public Entities Wildfire Claims ........................................................ 32

4.7 Class 7A – HoldCo Subrogation Wildfire Claims ............................................................ 32

4.8 Class 8A – HoldCo Fire Victim Claims ........................................................................... 33

4.9 Class 9A – HoldCo Workers’ Compensation Claims ....................................................... 33

4.10 Class 10A – HoldCo Intercompany Claims ...................................................................... 33

4.11 Class 11A – HoldCo Subordinated Debt Claims .............................................................. 33

4.12 Class 12A – HoldCo Common Interests. .......................................................................... 34

4.13 Class 13A – HoldCo Other Interests ................................................................................. 34

4.14 Class 1B – Utility Other Secured Claims ......................................................................... 34

4.15 Class 2B – Utility Priority Non-Tax Claims ..................................................................... 34

4.16 Class 3B – Utility Revolver Claims .................................................................................. 35

4.17 Class 4B – Utility Term Loan Claims. .............................................................................. 35

4.18 Class 5B – Utility Short-Term Senior Notes Claims. ....................................................... 35

4.19 Class 6B – Utility Long-Term Senior Notes Claims. ....................................................... 36

4.20 Class 7B – Utility PC Bond Claims. ................................................................................. 36

4.21 Class 8B – Utility General Unsecured Claims. ................................................................. 37

4.22 Class 9B – Utility Public Entities Wildfire Claims ........................................................... 37

4.23 Class 10B – Utility Subrogation Wildfire Claims ............................................................ 37

4.24 Class 11B – Utility Fire Victim Claims ............................................................................ 38

4.25 Class 12B – Utility Workers’ Compensation Claims ....................................................... 38

4.26 Class 13B – 2001 Utility Exchange Claims ...................................................................... 39

4.27 Class 14B – Utility Intercompany Claims ........................................................................ 39

4.28 Class 15B – Utility Subordinated Debt Claims ................................................................ 39

4.29 Class 16B – Utility Preferred Interests ............................................................................. 39

4.30 Class 17B – Utility Common Interests ............................................................................. 39

ARTICLE V. PROVISIONS GOVERNING DISTRIBUTIONS .............................................................. 39

5.1 Distributions Generally ..................................................................................................... 39

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5.2 Plan Funding ..................................................................................................................... 40

5.3 Postpetition Interest on Claims ......................................................................................... 40

5.4 Date of Distributions ......................................................................................................... 40

5.5 Distribution Record Date .................................................................................................. 40

5.6 Disbursing Agent .............................................................................................................. 40

5.7 Delivery of Distributions .................................................................................................. 40

5.8 Funded Debt Trustee Fees ................................................................................................ 41

5.9 Unclaimed Property .......................................................................................................... 41

5.10 Satisfaction of Claims ....................................................................................................... 41

5.11 Fractional Stock ................................................................................................................ 41

5.12 Manner of Payment under Plan ......................................................................................... 41

5.13 No Distribution in Excess of Amount of Allowed Claim ................................................. 42

5.14 Setoffs and Recoupments .................................................................................................. 42

5.15 Rights and Powers of Disbursing Agent ........................................................................... 42

5.16 Withholding and Reporting Requirements ....................................................................... 42

5.17 Credit for Distributions under Wildfire Assistance Program ............................................ 43

ARTICLE VI. MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN ..................... 43

6.1 Restructuring Transactions; Effectuating Documents ...................................................... 43

6.2 Continued Corporate Existence ........................................................................................ 44

6.3 The Subrogation Wildfire Trust ........................................................................................ 44

6.4 Subrogation Wildfire Trustee ........................................................................................... 45

6.5 Subrogation Trust Advisory Board ................................................................................... 45

6.6 The Fire Victim Trust ....................................................................................................... 45

6.7 Fire Victim Trustee ........................................................................................................... 46

6.8 Fire Victim Trust Oversight Committee ........................................................................... 47

6.9 Public Entities Segregated Defense Fund. ........................................................................ 47

6.10 Ad Hoc Committee Professional Fees .............................................................................. 47

6.11 Go-Forward Wildfire Fund. .............................................................................................. 47

6.12 Officers and Board of Directors. ....................................................................................... 48

6.13 [Management Incentive Plan ............................................................................................ 49

6.14 Cancellation of Existing Securities and Agreements ........................................................ 49

6.15 Cancellation of Certain Existing Security Agreements .................................................... 49

6.16 Issuance of New HoldCo Common Stock ........................................................................ 49

6.17 Issuance of New HoldCo Senior Notes ............................................................................ 50

6.18 Issuance of New Utility Secured Notes ............................................................................ 50

6.19 Payment of Commitment Fees .......................................................................................... 50

6.20 Rights Offering ................................................................................................................. 50

6.21 Prohibition Against Rate Increases ................................................................................... 50

6.22 Key Operating Businesses ................................................................................................ 50

6.23 Rate Neutrality .................................................................................................................. 51

6.24 Utility Consumer Rate Credit ........................................................................................... 51

6.25 Rebranding ........................................................................................................................ 51

6.26 Securities Act Registrations or Exemptions ..................................................................... 51

ARTICLE VII. PROCEDURES FOR DISPUTED CLAIMS .................................................................... 52

7.1 Objections to Claims ......................................................................................................... 52

7.2 Resolution of Disputed Administrative Expense Claims and Disputed Claims ............... 52

7.3 Payments and Distributions with Respect to Disputed Claims ......................................... 52

7.4 Distributions After Allowance .......................................................................................... 52

7.5 Disallowance of Claims .................................................................................................... 52

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ARTICLE VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES ........................................ 53

8.1 General Treatment ............................................................................................................ 53

8.2 Determination of Cure Disputes and Deemed Consent .................................................... 53

8.3 Rejection Damages Claims ............................................................................................... 54

8.4 Assumption of Employee Benefit Plans ........................................................................... 54

8.5 Collective Bargaining Agreements ................................................................................... 55

8.6 Insurance Policies. ............................................................................................................ 55

8.7 Reservation of Rights. ....................................................................................................... 55

8.8 Modifications, Amendments, Supplements, Restatements, or Other Agreements ........... 55

ARTICLE IX. EFFECTIVENESS OF THE PLAN ................................................................................... 56

9.1 Conditions Precedent to Confirmation of the Plan ........................................................... 56

9.2 Conditions Precedent to the Effective Date ...................................................................... 56

9.3 Satisfaction of Conditions ................................................................................................. 57

9.4 Waiver of Conditions ........................................................................................................ 57

9.5 Effect of Non-Occurrence of Effective Date .................................................................... 57

ARTICLE X. EFFECT OF CONFIRMATION .......................................................................................... 57

10.1 Binding Effect ................................................................................................................... 57

10.2 Vesting of Assets .............................................................................................................. 57

10.3 Release and Discharge of Debtors .................................................................................... 58

10.4 Term of Injunctions or Stays............................................................................................. 58

10.5 Injunction Against Interference with Plan ........................................................................ 58

10.6 Injunction .......................................................................................................................... 58

10.7 Channeling Injunction ....................................................................................................... 59

10.8 Exculpation ....................................................................................................................... 60

10.9 Releases ............................................................................................................................ 60

10.10 Subordination .................................................................................................................... 63

10.11 Retention of Causes of Action/Reservation of Rights ...................................................... 63

10.12 Preservation of Causes of Action ...................................................................................... 63

10.13 Special Provisions for Governmental Units ...................................................................... 64

10.14 Document Retention ......................................................................................................... 64

10.15 Solicitation of Plan ............................................................................................................ 64

ARTICLE XI. RETENTION OF JURISDICTION .................................................................................... 64

11.1 Jurisdiction of Bankruptcy Court ...................................................................................... 64

ARTICLE XII. MISCELLANEOUS PROVISIONS ................................................................................. 66

12.1 Dissolution of Statutory Committees ................................................................................ 66

12.2 Substantial Consummation ............................................................................................... 66

12.3 Exemption from Transfer Taxes ....................................................................................... 66

12.4 Expedited Tax Determination ........................................................................................... 67

12.5 Payment of Statutory Fees ................................................................................................ 67

12.6 Plan Modifications and Amendments ............................................................................... 67

12.7 Revocation or Withdrawal of Plan .................................................................................... 67

12.8 Courts of Competent Jurisdiction ..................................................................................... 67

12.9 Severability ....................................................................................................................... 67

12.10 Governing Law ................................................................................................................. 68

12.11 Schedules and Exhibits ..................................................................................................... 68

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12.12 Successors and Assigns .................................................................................................... 68

12.13 Time .................................................................................................................................. 68

12.14 Notices .............................................................................................................................. 68

12.15 Reservation of Rights ........................................................................................................ 70

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The Official Committee of Tort Claimants and the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company, as plan co-proponents within the meaning of section 

1129 of the Bankruptcy Code, propose the following joint chapter 11 plan of reorganization pursuant to 

section 1121(a) of the Bankruptcy Code. Capitalized terms used but not defined herein shall have the 

meanings ascribed to such terms in Article I of the Plan. 

ARTICLE I.

DEFINITIONS, INTERPRETATION AND SETTLEMENTS 

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

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

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

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

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

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

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

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

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

entered in the chapter 11 case styled In re California Power Exchange Corporation, Case No. LA 

01-16577 ES) that expressly relate thereto. 

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

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

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

1.3 503(b)(9) Procedures Order means the Amended Order Pursuant to 11 

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

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

1.4 Ad Hoc Committee means the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company. 

1.5 Ad Hoc Committee Professionals means (i) Akin Gump Strauss Hauer 

& Feld LLP, (ii) Perella Weinberg Partners, (iii) BraunHagey & Borden LLP, (iv) Davis Wright & 

Tremaine LLP, (v) The Glover Park Group LLC, (vi) The Weideman Group, (vii) Charles River 

Associates, and (viii) and any additional professionals the Ad Hoc Committee may retain from time 

to time. 

1.6 Ad Hoc Subrogation Group means the Ad Hoc Group of Subrogation 

Claim Holders. 

1.7 Ad Hoc Subrogation Professionals means (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. 

1.8 Administrative Expense Claim means any cost or expense of 

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

allowable under section 503(b) of the Bankruptcy Code and entitled to priority under sections 

364(c)(1), 503(b) (including 503(b)(9) Claims), 503(c), 507(a)(2), 507(b), or 1114(e)(2) of the 

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

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

operating the Debtors’ businesses, any indebtedness or obligations incurred or assumed by one or 

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

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

or charges assessed against the estates of the Debtors under section 1930 of chapter 123 of title 28 

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

Intercompany Claim authorized pursuant to the Cash Management Order. 

1.9 Aggregate Fire Victim Consideration means the aggregate 

consideration of (a) the lesser of (i) $14.5 billion and (ii) the aggregate amount of Claims in Classes 

6A, 8A, 9B and 11B, as determined by a court of competent jurisdiction prior to the Effective Date, 

consisting of (x) Cash and (y) New HoldCo Common Stock (at plan value) used to fund the Fire 

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

Trust of the Assigned Rights and Causes of Action. 

1.10 Allowed means, with reference to any Claim or Interest: (a) any Claim

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

accordance with Bankruptcy Rule 1009, as liquidated, non-contingent, and undisputed, and for 

which no contrary proof of Claim has been filed; (b) any Claim or Interest expressly allowed 

hereunder; (c) any Claim or Interest to which a Debtor and the holder of such Claim or Interest 

agree to the amount and priority of the Claim or Interest, which agreement is approved by a Final 

Order; (d) any individual Subrogation Wildfire Claim or a Claim held by a party to the Subrogation 

Wildfire Claim Allocation Agreement to which the Subrogation Wildfire Trustee and the holder of 

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

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

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

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

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

that notwithstanding the foregoing, unless expressly waived by the Plan, the Allowed amount of 

Claims or Interests shall be subject to, and shall not exceed the limitations or maximum amounts 

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

extent applicable. The Reorganized Debtors shall retain all Claims and defenses with respect to 

Allowed Claims that are Reinstated or otherwise Unimpaired under the Plan. 

1.11 Assigned Rights and Causes of Action means any and all rights, claims, 

causes of action, and defenses related thereto relating directly or indirectly to any of the Fires that 

the Debtors may have against any third party, including, without limitation, against insurance 

carriers, vendors, suppliers, third party contractors and consultants (including those who provided 

services regarding the Debtors’ electrical system, system equipment, inspection and maintenance 

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

Debtors, and others as mutually agreed upon by the Plan Proponents and identified in the Schedule 

of Assigned Rights and Causes of Action. 

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

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

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

1.13 Ballot means the form(s) of ballots distributed to holders of Impaired 

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

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

to the Chapter 11 Cases. 

1.15 Bankruptcy Court means the United States Bankruptcy Court for the 

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

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

Code, the District Court. 

1.16 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure as 

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

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

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

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

law or executive order. 

1.18 CAISO means the California Independent System Operator Corporation. 

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

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

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

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

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

Honor Obligations Related to Joint Infrastructure Projects, and (e) Maintain Existing Bank 

Accounts and Business Forms; and (ii) Waiving the Requirements of 11 U.S.C. § 345(b), dated 

March 13, 2019 [Docket No. 881]. 

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

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

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

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

third-party claims, Liens, indemnity, contribution, guaranty, and demands of any kind or character 

whatsoever, whether known or unknown, asserted or unasserted, reduced to judgment or otherwise, 

liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, 

suspected or unsuspected, foreseen or unforeseen, direct or indirect, choate or inchoate, secured or 

unsecured, assertable directly or derivatively, existing or hereafter arising, in contract or in tort, in 

law, in equity, or otherwise, whether arising under the Bankruptcy Code or any applicable 

nonbankruptcy law, based in whole or in part upon any act or omission or other event occurring on 

or prior to the Petition Date or during the course of the Chapter 11 Cases, including through the 

Effective Date. Without limiting the generality of the foregoing, when referring to Causes of 

Action of the Debtors or their estates, Causes of Action shall include (a) all rights of setoff, 

counterclaim, or recoupment and Claims for breach of contracts or for breaches of duties imposed 

by law or equity; (b) the right to object to any Claim or Interest; (c) Claims (including Avoidance 

Actions) pursuant to section 362 and chapter 5 of the Bankruptcy Code, including sections 510, 

542, 543, 544 through 550, or 553; (d) Claims and defenses such as fraud, mistake, duress, usury, 

and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any Claims under 

any state or foreign law, including any fraudulent transfer or similar claims. 

1.22 Channeling Injunction means the permanent injunction provided for in 

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

Confirmation Order. 

1.23 Chapter 11 Cases means the jointly administered cases under chapter 11 

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

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

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

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

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1.25 Claims Resolution Procedures means, collectively, the Fire Victim 

Claims Resolution Procedures and the Subrogation Wildfire Claims Resolution Procedures. 

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

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

1.27 Collateral means any property or interest in property of the estate of any 

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

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

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

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

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

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

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

International Union. 

1.29 Commitment Fees means the fees payable to the Commitment Parties, in 

Cash or New HoldCo Common Stock at the election of each Commitment Party, as consideration 

for the Commitments, in the following amounts: (a) 3.0% of the New HoldCo Common Stock 

Investment, (b) 1.5% of the New HoldCo Senior Notes Investment, and (c) 1.5% of the maximum 

amount of the New Utility Secured Notes Investment. 

1.30 Commitment Letter means the Amended and Restated Commitment 

Letter dated October 3, 2019 setting forth the terms and conditions of the Commitments [Docket 

No. 4079]. 

1.31 Commitment Parties means those members of the Ad Hoc Committee 

that are parties to the Commitment Letter and their permitted successors and assigns. 

1.32 Commitment Threshold means the Commitment Parties holding at least 

two-thirds (2/3) of the aggregate Commitments under the Commitment Letter. 

1.33 Commitments means the commitments set forth in the Commitment 

Letter to fully fund (a) the New HoldCo Common Stock Investment, (b) the New HoldCo Senior 

Notes Investment and (c) the New Utility Senior Notes Investment, in each case, to the extent the 

members of the Ad Hoc Committee and the holders of the HoldCo Common Interests fail to 

participate in the applicable investments up to amounts allocated to the Ad Hoc Committee and the 

holders of the HoldCo Common Interests and the Utility is not able to issue all of the New Utility 

Senior Notes in a market transaction. 

1.34 Confirmation Date means the date on which the Clerk of the Bankruptcy 

Court enters the Confirmation Order. 

1.35 Confirmation Hearing means the hearing to be held by the Bankruptcy 

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

to time. 

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1.36 [Consenting Subrogation Creditors means the “Consenting Subrogation 

Creditors” as set forth in [Subrogation Claims RSA].]1

1.37 Confirmation Order means the order of the Bankruptcy Court 

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

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

1.38 CPUC means the California Public Utilities Commission. 

1.39 CPUC Approval means all necessary approvals, authorizations and final 

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

including: (a) satisfactory provisions pertaining to authorized return on equity and regulated capital 

structure (as described in Section 6.23); (b) a disposition of proposals for certain potential changes 

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

resolution of claims for, including but not limited to, monetary fines or penalties under the 

California Public Utilities Code for prepetition conduct; (d) approval (or exemption from approval) 

of the financing structure and securities to be issued under Article VI of the Plan; [(e) approval of 

any hedges executed by the Utility in consultation with the CPUC staff]; (f) any approvals and 

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

Legislation (A.B. 1054); and (g) any necessary approvals for the Restructuring Transactions under 

the California Public Utilities Code, including but not limited to approval under CPUC § 854, as 

necessary, and timely compliance with SB-550. 

1.40 Creditors Committee means the statutory committee of unsecured 

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

Bankruptcy Code. 

1.41 Cure Amount means the payment of Cash or the distribution of other 

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

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

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

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

section 365(a) of the Bankruptcy Code. 

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

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

Debtors. 

1.43 Debtors means, collectively, HoldCo and the Utility. 

1.44 DIP Facilities means the senior secured postpetition credit facilities 

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

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

Facility Documents and the DIP Facility Order. 

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

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

 

1

 The terms set forth in this Plan relating to the Subrogation Claims RSA have been bracketed and are subject to 

change based on the Bankruptcy Court’s disposition of the Debtors’ motion to approve the Subrogation Claims 

RSA scheduled to be heard on October 23, 2019. 

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

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

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

Facility Documents. 

1.47 DIP Facility Credit Agreement means that certain Senior Secured 

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

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

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

supplemented from time to time. 

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

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

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

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

restated, or otherwise modified from time to time). 

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

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

with the terms of the DIP Facility Credit Agreement. 

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

362, 363, 503 and 507, Fed. R. Bankr. P. 2002, 4001, 6004 and 9014 and (i) Authorizing the 

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

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

No. 1091], dated March 27, 2019, as may be amended, modified, or supplemented from time to 

time through the Effective Date. 

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

Lender pursuant to the DIP Facility Credit Agreement. 

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

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

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

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

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

filed by the applicable deadline or deemed timely filed with the Bankruptcy Court pursuant to either 

the Bankruptcy Code or any Final Order of the Bankruptcy Court or applicable law; or (c) that is 

not listed in the Debtors’ Schedules and as to which no proof of Claim has been timely filed by the 

applicable deadline or deemed timely filed with the Bankruptcy Court pursuant to either the 

Bankruptcy Code or any Final Order of the Bankruptcy Court or under applicable law. 

1.53 Disbursing Agent means the Utility (or such Entity designated by the Ad 

Hoc Committee and without the need for any further order of the Bankruptcy Court) in its capacity 

as a disbursing agent pursuant to Section 5.6 hereof. 

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

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

pursuant to section 1125 of the Bankruptcy Code. 

1.55 Disclosure Statement Order means a Final Order finding that the 

Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy 

Code. 

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1.56 Disputed means with respect to a Claim or any portion thereof (a) that is 

neither Allowed nor Disallowed under the Plan or a Final Order, nor deemed Allowed under 

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

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

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

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

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

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

1.57 Distribution Record Date means the Effective Date, unless otherwise 

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

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

distribution in accordance with Article V of this Plan and, as applicable, the customary procedures 

of DTC. 

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

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

1.59 DTC means the Depository Trust Company. 

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

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

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

terms hereof. 

1.61 Eligible Offeree has the meaning set forth in the Rights Offering 

Procedures, if applicable. 

1.62 Employee Benefit Plans means any written contracts, agreements, 

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

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

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

severance benefits, retirement benefits, welfare benefits, relocation programs, life insurance, and 

accidental death and dismemberment insurance, including written contracts, agreements, policies, 

programs, and plans for bonuses and other incentives or compensation for the directors, officers, 

and employees of any of the Debtors. 

1.63 Entity has the meaning set forth in section 101(15) of the Bankruptcy

Code. 

1.64 Exculpated Parties means collectively, and, in each case, solely in their 

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

DIP Facility Lenders; (d) the Funded Debt Trustees; (g) the HoldCo Revolver Lenders; (h) the 

HoldCo Term Loan Lenders; (i) the Utility Revolver Lenders; (j) the Utility Term Loan Lenders; 

(k) the Public Entities Releasing Parties; (l) the Statutory Committees and their members; (m) the 

Commitment Parties; (n) the Ad Hoc Committee and its members; and (o) with respect to each of 

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

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

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

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

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

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

in each case solely in their capacity as such.2

1.65 FERC means the Federal Energy Regulatory Commission. 

1.66 FERC Approval means (a) authorization, satisfactory to the Ad Hoc 

Committee, from FERC under Section 203 of the Federal Power Act to implement the Plan and, to 

the extent necessary and appropriate, authorization under Section 204 of the Federal Power Act to 

issue new securities as provided under the Plan, (b) acceptance, satisfactory to the Ad Hoc 

Committee, with respect to any new or modified service tariffs under the Federal Power Act or 

Natural Gas Act necessary or appropriate to implement the Plan, (c) approval or acceptance under 

Section 305 of the Federal Power Act with respect to the creation of any interlocking directorates 

and (d) in the event that the Plan results in the transfer of natural gas assets or hydroelectric assets 

within the jurisdiction of FERC, if necessary and appropriate, approval, satisfactory to the Ad Hoc 

Committee, under Section 7 of the Natural Gas Act and Section 8 of the Federal Power Act, 

respectively, to transfer such assets. 

1.67 Federal Judgment Rate means the interest rate of 2.59% as provided 

under 28 U.S.C. § 1961(a), calculated as of the Petition Date. 

1.68 Federal Power Act means chapter 12 of title 16 of the United States Code. 

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

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

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

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

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

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

order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which 

such order was appealed, or certiorari shall have been denied, or a new trial, reargument, or 

rehearing shall have been denied or resulted in no modification of such order, and the time to take 

any further appeal, petition for certiorari, or move for a new trial, reargument, or rehearing shall 

have expired; provided, that no order or judgment shall fail to be a Final Order solely because of 

the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure has been or may 

be filed with respect to such order or judgment. The susceptibility of a Claim to a challenge under 

section 502(j) of the Bankruptcy Code shall not render a Final Order not a Final Order. 

1.70 Fires means the fires that occurred in Northern California, listed on 

Exhibit A annexed hereto. 

1.71 Fire Claim means any Claim against the Debtors in any way arising out 

of the Fires, including, but not limited to, any Claim resulting from the Fires for (a) general and/or 

specific damages, including any Claim for personal injury, wrongful death, emotional distress and 

similar claims, pavement fatigue, damage to culverts, ecosystem service losses, municipal budget 

adjustments/reallocation, lost revenue and tax impacts, local share of reimbursed fire clean-up 

costs, future estimated infrastructure costs, water service losses, lost landfill capacity, costs related 

to unmet housing (e.g., housing market impact due to the Fires and adjustments for increased 

homeless population), and/or hazard mitigation costs (including, watershed restoration and 

hazardous tree removal expenses); (b) damages for repair, depreciation and/or replacement of 

 

2

 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

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damaged, destroyed, and/or lost personal and/or real property; (c) damages for loss of the use, 

benefit, goodwill, and enjoyment of real and/or personal property; (d) damages for loss of wages, 

earning capacity and/or business profits and/or any related displacement expenses; (e) economic 

losses; (f) damages for wrongful injuries to timber, trees, or underwood under California Civil Code 

§ 3346; (g) damages for injuries to trees under California Code of Civil Procedure § 733; (h) 

punitive and exemplary damages under California Civil Code §§ 733 and 3294, California Public 

Utilities Code § 2106, or otherwise, (i) restitution; (j) fines or penalties; (k) any and all costs of 

suit, including all attorneys’ fees and expenses, expert fees, and related costs, including all attorneys 

and other fees under any theory of inverse condemnation; (l) for prejudgment and/or postpetition 

interest; (m) other litigation costs stemming from the Fires; and (n) declaratory and/or injunctive 

relief. For avoidance of doubt and without prejudice to the Debtors’ right to object to any such 

Claim, “Fire Claim” shall not include any (y) Claim for substantial contribution under section 

503(b) of the Bankruptcy Code, or (z) any Subordinated Debt Claim and HoldCo Common Interest. 

1.72 Fire Insurance Policy means any Insurance Policy that was issued or 

allegedly issued that does or may afford the Debtors rights, benefits, indemnity, or insurance 

coverage with respect to any Fire Claim. 

1.73 Fire Insurance Proceeds means any proceeds received by the Debtors 

under a Fire Insurance Policy. 

1.74 Fire Trust Agreements means, collectively, the Subrogation Wildfire 

Trust Agreement and the Fire Victim Trust Agreement. 

1.75 Fire Trusts means, collectively, the Subrogation Wildfire Trust and the 

Fire Victim Trust. 

1.76 Fire Victim Claim means any Fire Claim that is not a Public Entities 

Wildfire Claim or a Subrogation Wildfire Claim. 

1.77 Fire Victim Claims Estimation Proceeding means the proceeding 

currently pending in the United States District Court for the Northern District of California, Case 

No. 3:19-cv-05257-JD, pursuant to which the court shall estimate the Debtors’ aggregate liability 

with respect to the Fire Victim Claims, for purposes of confirming and implementing the Plan. 

1.78 Fire Victim Claims Resolution Procedures means the procedures in the 

form included in the Plan Supplement or Fire Victim Trust Agreement, for each holder of a Fire 

Victim Claim to resolve their claim, at the option of the holder, via a settlement matrix or allowed 

claim requirements and procedures approved by the Tort Claimants Committee and the Bankruptcy 

Court as part of confirmation of the Plan, including mediation, binding arbitration procedures, or a 

jury trial to the extent a holder of Fire Victim Claims is entitled to such a trial. 

1.79 Fire Victim Trust means one or more trusts established on the Effective 

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

satisfy, and pay Fire Victim Claims. 

1.80 Fire Victim Trust Agreement means that certain trust agreement or 

agreements by and among the Reorganized Debtors, the Fire Victim Trust, the Fire Victim Trustee, 

and the Fire Victim Trust Oversight Committee, in form and substance acceptable to the Tort 

Claimants Committee, substantially in the form included in the Plan Supplement, which shall 

establish and set forth the provisions of the Fire Victim Trust. 

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1.81 Fire Victim Trust Oversight Committee means the oversight committee 

appointed in accordance with the Fire Victim Trust Agreement to oversee the Fire Victim Trust in 

accordance with the Plan and the Fire Victim Trust Agreement. 

1.82 Fire Victim Trustee means the Person or Persons selected by the Tort 

Claimants Committee, subject to the approval of the Bankruptcy Court, and identified in the Plan 

Supplement, to serve as the trustee(s) of the Fire Victim Trust, and any successor thereto, appointed 

pursuant to the Fire Victim Trust Agreement. 

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

the HoldCo Term Loan Claims, the Utility PC Bond Claims, the Utility Revolver Claims, Utility 

Short-Term Senior Notes Claims, the Utility Long-Term Senior Notes Claims and the Utility Term 

Loan Claims. 

1.84 Funded Debt Documents means, collectively, the HoldCo Revolver 

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

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

Senior Notes Documents. 

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

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

Utility Senior Notes Trustee. 

1.86 Funded Debt Trustee Fees means, collectively, the reasonable and 

documented compensation, fees, expenses and disbursements of the Funded Debt Trustees and each 

paying agent (as applicable) in connection with the Chapter 11 Cases and under the applicable 

Funded Debt Documents, including any fees, expenses and disbursements of attorneys, advisors, 

or agents retained or utilized by the Funded Debt Trustees in connection with the Chapter 11 Cases. 

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

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

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

Exchange Claim, Fire Claim, Ghost Ship Fire Claim, Intercompany Claim, or Subordinated Debt 

Claim, that is not entitled to priority under the Bankruptcy Code or any Final Order. General 

Unsecured Claims shall include any (a) Prepetition Executed Settlement Claim and (b) Claim for 

damages resulting from or otherwise based on the Debtors’ rejection of an executory contract or 

unexpired lease. 

1.88 Ghost Ship Fire means the fire known as the “Ghost Ship Fire” which 

occurred in Oakland, California on December 2, 2016. 

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

Ghost Ship Fire. 

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

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

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

forth in the Wildfire Legislation (A.B. 1054). 

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

Bankruptcy Code. 

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

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1.93 HoldCo Common Interest means any HoldCo Interest which results or 

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

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

common stock. 

1.94 HoldCo General Unsecured Claim means any General Unsecured Claim 

against HoldCo. 

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

HoldCo. 

1.96 HoldCo Intercompany Claim means any Intercompany Claim against 

HoldCo. 

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

Effective Date. 

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

Common Interest. 

1.99 HoldCo Other Secured Claim means any Other Secured Claim against 

HoldCo. 

1.100 HoldCo Fire Victim Claim means any Fire Victim Claim against 

HoldCo. 

1.101 HoldCo Priority Non-Tax Claim means any Priority Non-Tax Claim 

against HoldCo. 

1.102 HoldCo Public Entities Wildfire Claim means any Public Entities 

Wildfire Claim against HoldCo. 

1.103 HoldCo Revolver Agent means such entity or entities acting as 

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

successors, assigns, or replacement agents appointed pursuant to the terms of the HoldCo Revolver 

Documents. 

1.104 HoldCo Revolver Claim means any Claim arising under, or related to, 

the HoldCo Revolver Documents. 

1.105 HoldCo Revolver Credit Agreement means that certain Second 

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

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

or otherwise modified from time to time. 

1.106 HoldCo Revolver Documents means, collectively, the HoldCo Revolver 

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

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

therewith (in each case, as amended, supplemented, restated, or otherwise modified from time to 

time). 

1.107 HoldCo Revolver Lenders means the lenders under the HoldCo Revolver 

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

accordance with the terms of the HoldCo Revolver Credit Agreement. 

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1.108 HoldCo Subordinated Debt Claim means any Claim against HoldCo 

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

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

1.109 HoldCo Subrogation Wildfire Claim means any Subrogation Wildfire 

Claim against HoldCo. 

1.110 HoldCo Term Loan Agent means Mizuho Bank, Ltd. solely in its 

capacity as administrative agent under the HoldCo Term Loan Documents, its successors, assigns, 

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

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

the HoldCo Term Loan Documents. 

1.112 HoldCo Term Loan Credit Agreement means that certain Term Loan 

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

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

modified from time to time. 

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

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

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

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

from time to time). 

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

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

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

1.115 HoldCo Workers’ Compensation Claim means any Workers’ 

Compensation Claim against HoldCo. 

1.116 IBEW Collective Bargaining Agreements mean, collectively, the two 

(2) Collective Bargaining Agreements currently in place between the Utility and IBEW Local 1245: 

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

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

Brotherhood of Electrical Workers. 

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

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

1.119 Insurance Policies means any insurance policy issued to any of the 

Debtors or under which the Debtors have sought or may seek coverage, including but not limited 

to the D&O Liability Insurance Policies. 

1.120 Intercompany Claim means any Claim against a Debtor held by either 

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

of an individual). 

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

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

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

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

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

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

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

to any of the foregoing. 

1.122 Interim Compensation Order means the Order Pursuant to 11 U.S.C. 

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

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

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

1.124 [Management Incentive Plan means the post-emergence management 

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

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

of the New Board on or after the Effective Date.]3

1.125 [Management Incentive Plan Term Sheet means that certain term sheet 

that sets forth the principal terms of the Management Incentive Plan, which shall be included in the 

Plan Supplement and which shall incorporate the requirements of the Wildfire Legislation (A.B. 

1054) and any decisions of the CPUC with respect to implementation.]4

1.126 Natural Gas Act means chapter 15b of title 15 of the United States Code. 

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

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

1.128 New HoldCo Common Stock means the common stock of HoldCo issued 

in connection with the implementation of the Plan. 

1.129 New HoldCo Common Stock Purchase Agreement means the 

agreement providing the terms for the New HoldCo Common Stock Investment, substantially in 

the form included in the Plan Supplement, and which shall be in form and substance acceptable to 

the Ad Hoc Committee and the Commitment Parties representing the Commitment Threshold. 

1.130 New HoldCo Common Stock Investment means the purchase of New 

HoldCo Common Stock for $15,512,332,599 by the members of the Ad Hoc Committee and the 

holders of the HoldCo Common Interest, to the extent such holders elect to purchase pursuant to 

the Rights Offering, on the Effective Date in the manner contemplated by the Commitment Letter 

and the New HoldCo Common Stock Purchase Agreement, which shall represent 59.3% of postEffective Date HoldCo Common Interests on a fully diluted basis (assuming that the total value (at 

plan value) of New HoldCo Common Stock issued to the Fire Victim Trust as part of the Aggregate 

Fire Victim Consideration and the Subrogation Wildfire Trust pursuant Section 4.23 of the Plan on 

the Effective Date is equal to $12.75 billion); provided, that such fully diluted ownership 

percentage will be adjusted according to the final amount of the Aggregate Fire Victim 

Consideration determined as provided in Section 1.9. 

 

3

 A Management Incentive Plan may be necessary to satisfy the management compensation requirements under the 

Wildfire Legislation (A.B. 1054). The Plan Proponents are not aware if the Debtors have already prepared a 

Management Incentive Plan. The terms of the Management Incentive Plan are to be determined. 

4

 See footnote 3 above.

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1.131 New HoldCo Senior Notes means $5,750,000,000 in new senior 

unsecured notes issued by the Reorganized HoldCo on the Effective Date under the New HoldCo 

Senior Notes Indenture as contemplated by the Commitment Letter. 

1.132 New HoldCo Senior Notes Documents means, collectively, the New 

HoldCo Senior Notes Indenture, the New HoldCo Senior Notes Purchase Agreement and all other 

agreements, indentures, documents and instruments delivered or entered into pursuant to or in 

connection with the New HoldCo Senior Notes Investment (in each case, as amended, 

supplemented, restated, or otherwise modified from time to time and in each case in form and 

substance acceptable to the Ad Hoc Committee and the Commitment Parties representing the 

Commitment Threshold). 

1.133 New HoldCo Senior Notes Indenture means the indenture governing the 

New HoldCo Senior Notes, substantially in the form included in the Plan Supplement and which 

shall be in form and substance acceptable to the Ad Hoc Committee and the Commitment Parties 

representing the Commitment Threshold. 

1.134 New HoldCo Senior Notes Investment means the purchase of the New 

HoldCo Senior Notes by the members of the Ad Hoc Committee on the Effective Date in the 

manner contemplated by the Commitment Letter and the New HoldCo Senior Notes Purchase 

Agreement. 

1.135 New HoldCo Senior Notes Purchase Agreement means the agreement 

providing the terms for the New HoldCo Senior Notes Investment, substantially in the form 

included in the Plan Supplement and which shall be in form and substance acceptable to the Ad 

Hoc Committee and the Commitment Parties representing the Commitment Threshold. 

1.136 New Organizational Documents means, if applicable, the forms of 

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

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

be in form and substance acceptable to the Plan Proponents and the Commitment Parties 

representing the Commitment Threshold. 

1.137 New Utility Secured Notes means $7,978,610,000 in new secured notes 

issued by the Reorganized Utility on the Effective Date under the New HoldCo Senior Notes 

Indenture as contemplated by the Commitment Letter. 

1.138 New Utility Secured Notes Collateral Documents means, collectively, 

all documents relating to the granting of mortgages, pledges, Liens and other security interests to 

secure the New Utility Secured Notes, substantially in the form included in Plan Supplement and 

which shall be in form and substance acceptable to the Ad Hoc Committee and the Commitment 

Parties representing the Commitment Threshold. 

1.139 New Utility Secured Notes Documents means, collectively, the New 

Utility Secured Notes Indenture, the New Utility Secured Notes Collateral Documents, the New 

Utility Secured Notes Purchase Agreement and all other agreements, indentures, documents, 

instruments and collateral documentation delivered or entered into pursuant to or in connection 

with the New HoldCo Secured Notes Investment (in each case, as amended, supplemented, restated, 

or otherwise modified from time to time and in each case in form and substance acceptable to the 

Ad Hoc Committee and the Commitment Parties representing the Commitment Threshold). 

1.140 New Utility Secured Notes Indenture means the indenture governing the 

New Utility Secured Notes, substantially in the form included in the Plan Supplement and which 

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shall be in form and substance acceptable to the Ad Hoc Committee and the Commitment Parties 

representing the Commitment Threshold. 

1.141 New Utility Secured Notes Investment means the purchase of the New 

Utility Secured Notes by (a) third party investors and (b) to the extent the Reorganized Utility fails 

to issue all or a portion of the New Utility Secured Notes to third party investors, the members of 

the Ad Hoc Committee in the amount of any such shortfall, on the Effective Date in the manner 

contemplated by the Commitment Letter and the New Utility Secured Notes Purchase Agreement. 

1.142 New Utility Secured Notes Purchase Agreement means the agreement 

providing the terms for the New Utility Secured Notes Investment, substantially in the form 

included in the Plan Supplement and which shall be in form and substance acceptable to the Ad 

Hoc Committee and the Commitment Parties representing the Commitment Threshold. 

1.143 NRC means the Nuclear Regulatory Commission. 

1.144 NRC Approval means approval from the NRC for the transfer of the 

license for the Debtors’ Diablo Canyon Power Plant. 

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

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

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

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

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

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

organized and existing by virtue of the laws of the State of California; (e) Lake County Sanitation 

District, a sanitary district organized under the laws of the State of California; (f) the County of 

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

and existing by virtue of the laws of the State of California; (g) Napa County, a general law county 

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

laws of the State of California; (h) the County of Nevada, a general law county and political 

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

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

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

Sonoma County Agricultural Preservation and Open Space District, a public agency formed 

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

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

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

California; (m) Sonoma Valley County Sanitation District, a sanitary district organized under the 

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

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

of California. 

1.146 Ordinary Course Professionals Order means the Order Pursuant to 11 

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

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

No. 707]. 

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

Claim or Priority Tax Claim. 

1.148 Person has the meaning set forth in section 101(41) of the Bankruptcy

Code. 

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

commenced the Chapter 11 Cases. 

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

supplemented, or modified from time to time in accordance with the provisions of the Bankruptcy 

Code and the terms hereof. 

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

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

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

and substance as provided herein. 

1.152 Plan Funding means, collectively, (a) the proceeds of the New HoldCo 

Common Stock Investment, (b) the proceeds of the New HoldCo Senior Notes Investment, (c) the 

proceeds of the New Utility Secured Notes Investment, (d) the Fire Insurance Proceeds, and (e) 

Cash on hand. For the avoidance of doubt, Plan Funding does not include any Claim that has been 

Reinstated pursuant to the Plan. 

1.153 Plan Proponents means, collectively, the Ad Hoc Committee and the Tort 

Claimants Committee. All acts or consent rights in this Plan relating to Plan Proponents are 

intended to require each of the Plan Proponents. 

1.154 Plan Supplement means the forms of certain documents effectuating the 

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

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

of the Plan, including, but not limited to: (a) the Schedule of Rejected Contracts; (b) the Fire Trust 

Agreements; (c) the Fire Victim Claims Resolution Procedures, (d) the New Organizational 

Documents (to the extent such New Organizational Documents reflect material changes from the 

Debtors’ existing organizational documents and bylaws); (e) to the extent known, information 

required to be disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code; (f) the New 

HoldCo Common Stock Purchase Agreement; (g) the New HoldCo Senior Notes Indenture; (h) the 

New HoldCo Senior Notes Purchase Agreement; (i) the New Utility Secured Notes Collateral 

Documents; (j) the New Utility Secured Notes Indenture; (k) the New Utility Secured Notes 

Purchase Agreement; (l) the Registration Rights Agreement; (m) the Schedule of Assigned Rights 

and Causes of Action; (n) the identity of the Fire Victims Trustee; and [(o) the Management 

Incentive Plan Term Sheet]. Such documents shall be consistent with the terms hereof, provided, 

that, through the Effective Date, the Plan Proponents, except with respect to documents that are 

subject to the consent rights of the Commitment Parties representing the Commitment Threshold, 

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

Plan Supplement in accordance with the terms of the Plan. 

1.155 Prepetition Executed Settlement Claim means any liquidated Claim 

against a Debtor, other than a 2001 Utility Exchange Claim and Fire Claim, arising from a binding 

award, agreement, or settlement fully effective prior to the Petition Date, which for the purposes of 

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

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

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

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

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

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

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1.158 Professional means an Entity, excluding those Entities entitled to 

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

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

Code and to be compensated for services rendered pursuant to sections 327, 328, 329, 330, 331, 

and 363 of the Bankruptcy Code. 

1.159 Professional Fee Claim means any Administrative Expense Claim for the 

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

through and including the Effective Date to the extent such fees and expenses have not been paid 

pursuant to any Final Order (including, but not limited to, any fees of a Professional held back in 

accordance with the Interim Compensation Order or otherwise). To the extent the Bankruptcy 

Court denies or reduces by a Final Order any amount of a Professional’s requested fees and 

expenses (whether or not paid pursuant to an order granting interim allowance), then the amount 

by which such fees or expenses are reduced or denied shall reduce the applicable Professional Fee 

Claim. 

1.160 Professional Fee Escrow Account means an interest-bearing account 

which will hold Cash in an amount equal to the Professional Fee Reserve Amount and funded by 

the Debtors in Cash on the Effective Date, pursuant to Section 2.2(b) of the Plan. 

1.161 Professional Fee Reserve Amount means the total amount of 

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

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

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

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

1.163 Public Entities Operative Complaints means all complaints filed by the 

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

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

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

No. JCCP 4853 (Cal. Super. Ct. Sacramento Cty.), City of Clearlake v. PG&E Corp. et al., No. 

CV419398 (Cal. Super. Ct. Lake Cty.), City of Napa v. PG&E Corp. et al., No. 19CV000148 (Cal. 

Super. Ct. Napa Cty.), City of Santa Rosa v. Pacific Gas and Electric Company, et al., No. SCV262772 (Cal. Super. Ct. Sonoma Cty.), County of Lake v. PG&E Corp. et al., No. CV-419417 (Cal. 

Super. Ct. Lake Cty.), Mendocino County v. PG&E Corporation et al., No. SCUK-CVPO-18-

70440 (Cal. Super. Ct. Mendocino Cty.), Napa County v. PG&E Corporation et al., No. 

18CV000238 (Cal. Super. Ct. Napa Cty.), County of Nevada v. PG&E Corp. et al., No. CU19-

083418 (Cal. Super. Ct. Nevada Cty.), County of Sonoma v. PG&E Corporation et al., No. SCV262045 (Cal. Super. Ct. Sonoma Cty.), County of Yuba v. PG&E Corp. et al., No. CVCV19-00045 

(Cal. Super. Ct. Yuba Cty.), the Public Entity Master Complaint filed in Judicial Council 

Coordination Proceeding No. 4955 (California North Bay Fire Cases, No. JCCP 4955 (Cal. Super. 

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

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

Cty.). 

1.164 Public Entities Plan Support Agreements means the Plan Support 

Agreements as to Plan Treatment of Public Entities’ Wildfire Claims, each dated June 18, 2019, by 

and between the Debtors and the Public Entities. 

1.165 Public Entities Releasing Parties means the Public Entities and any 

Person or Entity that is bound by such Public Entity’s agreement. 

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1.166 Public Entities Segregated Defense Fund means a segregated fund 

established from the Fire Victim Trust for the benefit of the Public Entities in the amount of $10 

million, which funds shall be used solely to reimburse the Public Entities for any and all legal fees 

and costs associated with the defense or resolution of any Public Entities Third Party Claims against 

a Public Entity, in accordance with the Public Entities Plan Support Agreements. 

1.167 Public Entities Settlement Distribution Protocol means the $1.0 billion 

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

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

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

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

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

held by individual plaintiffs or subrogated insurance carriers against the Public Entities for personal 

injuries, property damage, reimbursement of insurance payments, and/or wrongful death that in any 

way arises out of or relates to the Fires. 

1.169 Public Entities Wildfire Claim means any Fire Claim against the 

Debtors, including any Claim pleaded or asserted or that could have been pleaded or asserted based 

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

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

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

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

or unknown, foreseen or unforeseen, in contract, tort or in equity, under any theory of law. 

1.170 PX means the California Power Exchange Corporation. 

1.171 Registration Rights Agreement means the Reorganized HoldCo 

registration rights agreement in the form included in the Plan Supplement and which shall be in 

form and substance acceptable to the Plan Proponents and the Commitment Parties representing 

the Commitment Threshold. 

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

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

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

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

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

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

such Claim for damages incurred as a result of its reasonable reliance on a contractual provision or 

such applicable law allowing the Claim’s acceleration; and (iv) not otherwise altering the legal, 

equitable or contractual rights to which the Claim entitles the holder thereof, and Claims are 

Reinstated when the requirements for Reinstatement have been met by Debtors. 

1.173 Released Parties means, collectively, and in each case solely in their 

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

DIP Facility Lenders; (d) the Commitment Parties; (e) the Public Entities Releasing Parties; (f) the 

the Ad Hoc Committee and its members; (g) the Statutory Committees and their members; (h) the 

Funded Debt Trustees; (i) the HoldCo Revolver Lenders; (j) the HoldCo Term Loan Lenders; (k) 

the Utility PC Bond Lenders; (l) the Utility Revolver Lenders; (m) the Utility Term Loan Lenders; 

(n) the holders of Utility Long-Term Senior Notes Claims; (o) the holders of the Utility Short-Term 

Senior Notes Claims; (p) the Public Entities Releasing Parties; (q) with respect to each of the 

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

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

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

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

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

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

in each case solely in their capacity as such.5

1.174 Releasing Parties means, collectively, and, in each case, solely in their 

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

solicited and voluntarily indicates on a duly completed ballot submitted on or before the Voting 

Deadline that such holder opts in to granting the releases set forth in Section 10.9(b) of the Plan to 

the extent permitted by applicable law, provided that such holder’s opt-in, opt-out, or failure to 

complete that portion of the ballot shall not in any way affect the classification or treatment of such 

Claim; (d) the DIP Facility Agents; (e) the DIP Facility Lenders; (f) the Funded Debt Trustees; (g) 

the HoldCo Revolver Lenders; (h) the HoldCo Term Loan Lenders; (i) the Utility PC Bond 

Lenders; (j) the Utility Revolver Lenders; (k) the Utility Term Loan Lenders; (l) the holders of 

Utility Long-Term Senior Notes Claims; (m) the holders of the Utility Short-Term Senior Notes; 

(n) the Public Entities Releasing Parties; (o) the Statutory Committees and their members; (p) the 

Commitment Parties; and (q) with respect to each of the foregoing entities (a) through (p), such 

entities’ predecessors, successors, assigns, subsidiaries, affiliates, managed accounts and funds, 

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

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

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

companies, fund advisors (and employees thereof), and other professionals, and such entities’ 

respective heirs, executors, estates, servants, and nominees, in each case solely in their capacity as 

such.6

1.175 Reorganized Debtors means each of the Debtors, or any successor 

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

1.176 Reorganized HoldCo means HoldCo as reorganized, pursuant to and 

under the Plan, on the Effective Date. 

1.177 Reorganized Utility means the Utility as reorganized, pursuant to and 

under the Plan, on the Effective Date. 

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

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

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

of the Plan. 

1.180 [Requisite Consenting Subrogation Creditors means the “Requisite 

Consenting Subrogation Creditors” as set forth in the [Subrogation Claims RSA].] 

1.181 Rights Offering means an offering pursuant to which each Eligible 

Offeree is entitled to receive subscription rights to acquire in the aggregate up to 5% of the New 

 

5

 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

6

 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

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HoldCo Common Stock issued pursuant to the New HoldCo Common Stock Investment in 

accordance with the Plan, the Rights Offering Procedures, and the Commitment Letter. 

1.182 Rights Offering Procedures means the procedures governing and for the 

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

1.183 S.B. 901 means Senate Bill No. 901 

1.184 Schedule of Rejected Contracts means the schedule of executory 

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

of the Plan Supplement. 

1.185 Schedule of Assigned Rights and Causes of Action means the schedule 

of Assigned Rights and Causes of Action to be included in the Plan Supplement. 

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

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

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

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

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

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

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

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

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

1.188 Securities Act means the Securities Act of 1933, as amended from time 

to time. 

1.189 Security has the meaning set forth in section 101(49) of the Bankruptcy

Code. 

1.190 Statutory Committees means collectively, the Creditors Committee and 

the Tort Claimants Committee. 

1.191 Subordinated Debt Claim means any HoldCo Subordinated Debt Claim 

and any Utility Subordinated Debt Claim. 

1.192 [[Subrogation Claims RSA] means that certain Restructuring Support 

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

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

modified from time to time, in accordance with its terms.]7

1.193 [Subrogation Wildfire Claims Settlement Approval Order means the 

order of the Bankruptcy Court, dated [●], 2019, approving the settlement of the Subrogation 

Wildfire Claims and the Allowance of the Utility Subrogation Wildfire Claims as provided therein 

[Docket No. [●]].] 

 

7

 The terms set forth in this Plan relating to the Subrogation Claims RSA have been bracketed and are subject to 

change based on the Bankruptcy Court’s disposition of the Debtors’ motion to approve the Subrogation Claims 

RSA scheduled to be heard on October 23, 2019. 

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1.194 Subrogation Wildfire Claim means any Fire Claim (other than a Fire 

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

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

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

applicable insurer to insured tort victims, including attorneys’ fees, and whether arising as a matter 

of state or federal law, including, without limitation, under section 509 of the Bankruptcy Code. 

For the avoidance of doubt, Subrogation Wildfire Claims shall include both “Paid” and “Reserved” 

claims, each as defined in the [Subrogation Claims RSA]. 

1.195 Subrogation Wildfire Claim Allocation Agreement means the 

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

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

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

1.196 Subrogation Wildfire Claims Resolution Procedures means the 

procedures for the resolution, liquidation, and payment of Subrogation Wildfire Claims by the 

Subrogation Wildfire Trust, substantially in the form included in the Plan Supplement. 

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

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

liquidate, satisfy and pay all Subrogation Wildfire Claims. 

1.198 Subrogation Wildfire Trust Advisory Board means the advisory board 

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

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

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

Allocation Agreement. 

1.199 Subrogation Wildfire Trust Agreement means that certain trust 

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

in form and substance satisfactory to the Ad Hoc Subrogation Group in accordance with the 

Subrogation Wildfire Claim Allocation Agreement, [and the Debtors (whose consent will not be 

unreasonably withheld)]. 

1.200 Subrogation Wildfire Trustee means the Person selected by the holders 

of Subrogation Wildfire Claims in accordance with the Subrogation Wildfire Claim Allocation 

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

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

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

to time. 

1.202 Tort Claimants Committee means the official committee of tort 

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

Bankruptcy Code. 

1.203 Trading Order means the Final Order Pursuant to Sections 105(a) and 

362 of the Bankruptcy Code Establishing (1) Notification Procedures and Certain Restrictions 

Regarding Ownership and Acquisitions of Stock of the Debtors and (2) a Record Date Regarding 

the Ownership of Claims Against the Debtors with Respect to Certain Notification and Sell-Down 

Procedures and Requirements, dated March 27, 2019 [Docket No. 1094]. 

1.204 TURN means The Utility Reform Network. 

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1.205 U.S. Trustee means Andrew S. Vara, Acting United States Trustee for 

Region 3, or such other person appointed to serve as the United States Trustee in respect of the 

Chapter 11 Cases. 

1.206 Unimpaired means, with respect to a Claim, Interest, or Class of Claims 

or Interests, not “impaired” within the meaning of section 1124 of the Bankruptcy Code. 

1.207 Utility means Debtor Pacific Gas and Electric Company, a California 

corporation. 

1.208 Utility Common Interest means any Interest in the Utility that is not a 

Utility Preferred Interest. 

1.209 Utility Fire Victim Claim means any Fire Victim Claim against the 

Utility. 

1.210 Utility General Unsecured Claim means any General Unsecured Claim 

against the Utility. 

1.211 Utility Ghost Ship Fire Claim means any Ghost Ship Fire Claim against 

the Utility. 

1.212 Utility Intercompany Claim means any Intercompany Claim against the 

1.213 Utility Letters of Credit means any letters of credit issued by a Utility 

Revolver Lender pursuant to the Utility Revolver Documents. 

1.214 Utility Other Secured Claim means any Other Secured Claim against the 

Utility. 

1.215 Utility PC Bond Claim means any Claim arising under, or related to, the 

Utility PC Bond Documents. 

1.216 Utility PC Bond Documents means, collectively, the PC Bond Loan 

Documents and the PC Bond LOC Documents. 

1.217 Utility PC Bond Lenders means the counterparties of the Utility under 

the Utility PC Bond Documents. 

1.218 Utility PC Bond Loan Documents means each of the following loan 

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

Agreement between the California Infrastructure and Economic Development Bank and the Utility, 

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

and Economic Development Bank and the Utility, dated August 1, 2009 (Series 2009 B); (c) 

Amended and Restated Loan Agreement between California Infrastructure and Economic 

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

between the California Infrastructure and Economic Development Bank and the Utility, dated April 

1, 2010 (Series 2010 E); (e) Loan Agreement between the California Pollution Control Financing 

Authority and the Utility, dated September 1, 1997 (1997 Series B-C); (f) First Supplemental Loan 

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

December 1, 2003 (1997 Series B); (g) Loan Agreement between the California Pollution Control 

Financing Authority and the Utility, dated May 1, 1996 (1996 Series A-G); (h) First Supplemental 

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

dated July 1, 1998 (1996 Series A-G); and (i) Third Supplemental Loan Agreement between the 

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California Pollution Control Financing Authority and the Utility, dated December 1, 2003 (1996 

Series C, E, F). 

1.219 Utility PC Bond LOC Documents means each of the following 

reimbursement agreements, as assigned, amended, supplemented, restated, or otherwise modified 

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

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

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

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

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

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

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

Pollution Control Refunding Revenue Bonds (Pacific Gas and Electric Company) 1996 Series C, 

dated December 1, 2015; (e) Reimbursement Agreement between the Utility and Sumitomo Mitsui 

Banking Corporation relating to California Pollution Control Financing Authority Pollution 

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

December 1, 2015; and (f) Reimbursement Agreement between the Utility and TD Bank N.A. 

relating to California Pollution Control Financing Authority Pollution Control Refunding Revenue 

Bonds (Pacific Gas and Electric Company) 1996 Series F, dated December 1, 2015. 

1.220 Utility Preferred Interest means any Interest in the Utility which results 

or arises from preferred stock issued by the Utility. 

1.221 Utility Priority Non-Tax Claim means any Priority Non-Tax Claim 

against the Utility. 

1.222 Utility Public Entities Wildfire Claim means any Public Entities 

Wildfire Claim against the Utility. 

1.223 Utility Revolver Agent means Citibank, N.A., solely in its capacity as 

administrative agent under the Utility Revolver Documents, its successors, assigns, or any 

replacement agent appointed pursuant to the terms of the Utility Revolver Documents. 

1.224 Utility Revolver Claim means any Claim arising under the Utility 

Revolver Documents. 

1.225 Utility Revolver Credit Agreement means that certain Second Amended 

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

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

otherwise modified from time to time. 

1.226 Utility Revolver Documents means, collectively, the Utility Revolver 

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

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

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

from time to time). 

1.227 Utility Revolver Lenders means the lenders under the Utility Revolver 

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

accordance with the terms of the Utility Revolver Credit Agreement. 

1.228 Utility Long-Term Senior Notes means, collectively, the following series 

of notes issued by the Utility pursuant to the applicable Utility Senior Notes Indentures: (a) 3.25% 

Senior Notes due June 15, 2023; (b) 4.25% Senior Notes due August 1, 2023; (c) 3.85% Senior 

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Notes due November 15, 2023; (d) 3.75% Senior Notes due February 15, 2024; (e) 3.40% Senior 

Notes due August 15, 2024; (f) 3.50% Senior Notes due June 15, 2025; (g) 3.50% Senior Notes 

due June 15, 2025, (h) 2.95% Senior Notes due March 1, 2026; (i) 3.30% Senior Notes due March 

15, 2027; (j) 3.30% Senior Notes due December 1, 2027; (k) 4.65% Senior Notes due August 1, 

2028; (l) 6.05% Senior Notes due March 1, 2034; (m) 5.80% Senior Notes due March 1, 2037; (n) 

5.80% Senior Notes due March 1, 2037; (o) 6.35% Senior Notes due February 15, 2038; (p) 6.25% 

Senior Notes due March 1, 2039; (q) 5.40% Senior Notes due January 15, 2040; (r) 5.40% Senior 

Notes due January 15, 2040; (s) 4.50% Senior Notes due December 15, 2041; (t) 4.45% Senior 

Notes due April 15, 2042; (u) 3.75% Senior Notes due August 15, 2042; (v) 4.60% Senior Notes 

due June 15, 2043; (w) 5.125% Senior Notes due November 15, 2043; (x) 4.75% Senior Notes due 

February 15, 2044; (y) 4.75% Senior Notes due February 15, 2044; (z) 4.30% Senior Notes due 

March 15, 2045; (aa) 4.30% Senior Notes due March 15, 2045; (bb) 4.25% Senior Notes due March 

15, 2046; (cc) 4.00% Senior Notes due December 1, 2046; (dd) 4.00% Senior Notes due December 

1, 2046; and (ee) 3.95% Senior Notes due December 1, 2047. 

1.229 Utility Long-Term Senior Notes Claims means any Claim arising under, 

or related to, the Utility Long-Term Senior Notes Documents. 

1.230 Utility Long-Term Senior Notes Documents means, collectively, the 

applicable Utility Senior Notes Indentures, the Utility Long-Term Senior Notes, and all other 

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

in connection therewith (in each case, as amended, restated, modified, or supplemented from time 

to time). 

1.231 Utility Short-Term Senior Notes means, collectively, the following 

series of notes issued by the Utility pursuant to the applicable Utility Senior Notes Indentures: (a) 

3.50% Senior Notes due October 1, 2020; (b) 3.50% Senior Notes due October 1, 2020; (c) 4.25% 

Senior Notes due May 15, 2021; (d) 3.25% Senior Notes due September 15, 2021; and (e) 2.45% 

Senior Notes due August 15, 2022. 

1.232 Utility Short-Term Senior Notes Claim means any Claim arising under, 

or related to, the Utility Short-Term Senior Notes Documents. 

1.233 Utility Short-Term Senior Notes Documents means, collectively, the 

applicable Utility Senior Notes Indentures, the Utility Short-Term Senior Notes, and all other 

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

in connection therewith (in each case, as amended, restated, modified, or supplemented from time 

to time). 

1.234 Utility Senior Notes Documents means, collectively, the Utility LongTerm Senior Notes Documents and the Utility Short-Term Senior Notes Documents. 

1.235 Utility Senior Notes Indentures means, the following senior notes 

indentures, between the Utility, as issuer, and the Utility Senior Notes Trustee, governing the Utility 

Long-Term Senior Notes and Utility Short-Term Senior Notes, as applicable, including all 

agreements, notes, instruments, and any other documents delivered pursuant thereto or in 

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

from time to time): (a) Amended and Restated Indenture, dated as of April 22, 2005; (b) First 

Supplemental Indenture, dated as of March 13, 2007 – Supplement to the Amended and Restated 

Indenture dated as of April 22, 2005; (c) Third Supplemental Indenture, dated as of March 3, 2008 

– Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (d) Sixth 

Supplemental Indenture, dated as of March 6, 2009 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (e) Seventh Supplemental Indenture, dated as of June 11, 

2009 – Supplement to the Amended and Restated Indenture, dated as of April 22, 2005 (f) Eighth 

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Supplemental Indenture dated as of November 18, 2009 – Supplement to the Amended and 

Restated Indenture dated as of April 22, 2005; (g) Ninth Supplemental Indenture, dated as of April 

1, 2010 – Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (h) Tenth 

Supplemental Indenture, dated as of September 15, 2010 – Supplement to the Amended and 

Restated Indenture, dated as of April 22, 2005; (i) Twelfth Supplemental Indenture, dated as of 

November 18, 2010 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (j) Thirteenth Supplemental Indenture dated as of May 13, 2011 – Supplement to the 

Amended and Restated Indenture dated as of April 22, 2005; (k) Fourteenth Supplemental 

Indenture dated as of September 12, 2011 – Supplement to the Amended and Restated Indenture 

dated as of April 22, 2005; (l) Sixteenth Supplemental Indenture, dated as of December 1, 2011 – 

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (m) Seventeenth 

Supplemental Indenture, dated as of April 16, 2012 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (n) Eighteenth Supplemental Indenture, dated as of August 

16, 2012 – Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (o) 

Nineteenth Supplemental Indenture, dated as of June 14, 2013 – Supplement to the Amended and 

Restated Indenture, dated as of April 22, 2005; (p) Twentieth Supplemental Indenture, dated as of 

November 12, 2013 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (q) Twenty-First Supplemental Indenture, dated as of February 21, 2014 – Supplement to the 

Amended and Restated Indenture, dated as of April 22, 2005; (r) Twenty-Third Supplemental 

Indenture, dated as of August 18, 2014 – Supplement to the Amended and Restated Indenture, dated 

as of April 22, 2005; (s) Twenty-Fourth Supplemental Indenture, dated as of November 6, 2014 – 

Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (t) Twenty-Fifth 

Supplemental Indenture, dated as of June 12, 2015 – Supplement to the Amended and Restated 

Indenture, dated as of April 22, 2005; (u) Twenty-Sixth Supplemental Indenture, dated as of 

November 5, 2015 – Supplement to the Amended and Restated Indenture, dated as of April 22, 

2005; (v) Twenty- Seventh Supplemental Indenture, dated as of March 1, 2016 – Supplement to 

the Amended and Restated Indenture, dated as of April 22, 2005; (w) Twenty-Eighth Supplemental 

Indenture, dated as of December 1, 2016 – Supplement to the Amended and Restated Indenture, 

dated as of April 22, 2005; (x) Twenty-Ninth Supplemental Indenture, dated as of March 10, 2017 

– Supplement to the Amended and Restated Indenture, dated as of April 22, 2005; (y) Indenture, 

dated as of November 29, 2017; (z) Indenture, dated as of August 6, 2018; and (aa) First 

Supplemental Indenture dated as of August 6, 2018 – Supplement to the Indenture, dated as of 

August 6, 2018. 

1.236 Utility Senior Notes Trustee means, as applicable, The Bank of New 

York Mellon Trust Company, N.A., or BOKF, N.A. solely in their capacity as indenture trustee or 

successor indenture trustee under the Utility Senior Notes Indentures for the applicable Utility 

Senior Notes, and their successors and assigns. 

1.237 Utility Subordinated Debt Claim means any Claim against the Utility 

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

for reimbursement, indemnification or contribution. 

1.238 Utility Subrogation Wildfire Claim means any Subrogation Wildfire 

Claim against the Utility. 

1.239 Utility Term Loan Agent means The Bank of Tokyo- Mitsubishi UFJ, 

Ltd., solely in its capacity as administrative agent under the Utility Term Loan Documents, its 

successors, assigns, or any replacement agent appointed pursuant to the terms of the Utility Term 

Loan Documents. 

1.240 Utility Term Loan Claim means any Claim arising under the Utility Term 

Loan Documents. 

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1.241 Utility Term Loan Credit Agreement means that certain Term Loan 

Agreement, dated as of February 23, 2018, by and among the Utility as borrower, the Utility Term 

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

modified from time to time. 

1.242 Utility Term Loan Documents means, collectively, the Utility Term 

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

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

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

from time to time). 

1.243 Utility Term Loan Lenders means the lenders under the Utility Term 

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

in accordance with the terms of the Utility Term Loan Credit Agreement. 

1.244 Utility Workers’ Compensation Claim means any Claim against the 

Utility by an employee of the Utility for the payment of workers’ compensation benefits under 

applicable law. 

1.245 Voting Deadline means the date set by the Bankruptcy Court by which all 

completed Ballots must be received. 

1.246 Wildfire Assistance Program means the Wildfire Assistance Program 

established and administered pursuant to the Wildfire Assistance Program Orders. 

1.247 Wildfire Assistance Program Orders means, collectively, the Order 

Authorizing Debtors to Establish and Fund Program to Assist Wildfire Claimants with Alternative 

Living Expenses and Other Urgent Needs and (b) Granting Related Relief, dated May 24, 2019 

[Docket No. 2223], the Supplemental Order (a) Approving Appointment of Administrator and 

Establishing Guidelines for the Wildfire Assistance Program and (b) Granting Related Relief, dated 

June 5, 2019 [Docket No. 2409], and the Order (a) Establishing Qualified Settlement Fund for the 

Wildfire Assistance Program and (b) Authorizing QSF Administrator, dated July 17, 2019 [Docket 

No. 3026]. 

1.248 Wildfire Legislation (A.B. 1054) means A.B. 1054, 2019 Assemb. (Cal. 

2019). 

1.249 Workers’ Compensation Claims means, collectively, the HoldCo 

Workers’ Compensation Claims and the Utility Workers’ Compensation Claims. 

INTERPRETATION; APPLICATION OF DEFINITIONS AND RULES OF CONSTRUCTION. 

For purposes herein: (a) the words “herein,” “hereof,” “hereto,” “hereunder,” and other words of 

similar import refer to the Plan as a whole and not to any particular section, subsection, or clause contained 

therein; (b) in the appropriate context, each term, whether stated in the singular or the plural, shall include 

both the singular and the plural, and pronouns stated in the masculine, feminine, or neuter gender shall 

include the masculine, feminine, and the neuter gender; (c) except as otherwise provided, any reference 

herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a 

particular form or on particular terms and conditions means that the referenced document shall be 

substantially in that form or substantially on those terms and conditions; (d) the words “include” and 

“including,” and variations thereof, shall not be deemed to be terms of limitation, and shall be deemed to 

be followed by the words “without limitation;” (e) a term used herein that is not defined herein or by cross 

reference shall have the meaning assigned to that term in the Bankruptcy Code; (f) the rules of construction 

contained in section 102 of the Bankruptcy Code shall apply to the Plan; (g) the headings in the Plan are 

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for convenience of reference only and shall not limit or otherwise affect the provisions hereof; (h) in the 

event that a particular term of the Plan (including any exhibits or schedules hereto) conflicts with a 

particular term of the definitive documentation required to be implemented pursuant to the terms of the 

Plan or any settlement or other agreement contemplated hereunder, the definitive documentation shall 

control and shall be binding on the parties thereto; (i) except as otherwise provided, any reference herein to 

an existing document or exhibit having been filed or to be filed shall mean that document or exhibit, as it 

may thereafter be amended, restated, supplemented, or otherwise modified in accordance with the terms of 

the Plan; (j) any effectuating provisions may be interpreted by the Plan Proponents in a manner consistent 

with the overall purpose and intent of the Plan, all without further notice to or action, order, or approval of 

the court or any other entity, and such interpretation shall control in all respects; (k) except as otherwise 

provided, any reference to the Effective Date shall mean the Effective Date or as soon as reasonably 

practicable thereafter; and (l) any docket number references in the Plan shall refer to the docket number of 

any document filed with the Bankruptcy Court in the Chapter 11 Cases. 

GENERAL SETTLEMENT OF CLAIMS AND INTERESTS. 

The Plan shall be deemed a motion to approve a good-faith compromise and settlement pursuant to 

which the Debtors and the holders of Claims against and/or Interests in the Debtors settle all Claims, 

Interests, and Causes of Action pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 

9019, and in consideration for the classification, distributions, releases, and other benefits provided under 

the Plan, on the Effective Date, the provisions of the Plan shall constitute a good faith compromise and 

settlement of all Claims and Interests and controversies resolved pursuant to the Plan. Notwithstanding this 

provision, the claims of the individual holders of Fire Claims and Subrogation Wildfire Claims shall be 

resolved by settlement or otherwise in accordance with the Fire Trust Agreements and the Claims 

Resolution Procedures. The Confirmation Order shall constitute the Court’s approval of the compromise, 

settlement, and release of all such Claims, Interests, and Causes of Action, as well as a finding by the 

Bankruptcy Court that all such compromises, settlements, and releases are mutual and bi-directional and 

are in the best interests of the Debtors, their estates, and the holders of Claims, Interests, and Causes of 

Action, and is fair, equitable, and reasonable. Except as otherwise provided in the Plan, the Fire Trust 

Agreements and the Claims Resolution Procedures, in accordance with the provisions of the Plan, pursuant 

to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, without any further notice to or action, 

order, or approval of the Bankruptcy Court, after the Effective Date, the Reorganized Debtors, may 

compromise and settle all Claims and Causes of Action against, and Interests in, the Debtors and their 

estates. The compromises, settlements, and releases described herein shall be deemed nonseverable from 

each other and from all other terms of the Plan. 

ARTICLE II.

ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS AND OTHER 

UNCLASSIFIED CLAIMS 

2.1 Administrative Expense Claims. In full and final satisfaction, settlement, 

release, and discharge of any Allowed Administrative Expense Claim against a Debtor, except to the extent 

the Debtors or Reorganized Debtors, as applicable, and a holder of an Allowed Administrative Expense 

Claim against a Debtor agrees to a less favorable treatment of such Administrative Expense Claim, on the 

Effective Date or as soon as reasonably practicable thereafter, each holder of an Allowed Administrative 

Expense Claim shall receive, in full and final satisfaction, settlement, and discharge of such Allowed 

Administrative Expense Claim, an amount in Cash equal to the Allowed amount of such Administrative 

Expense Claim; provided that any Allowed Administrative Expense Claim that is not due and payable prior 

to the Effective Date, shall be paid by the Debtors or the Reorganized Debtors, as applicable, in the ordinary 

course of business, consistent with past practice and in accordance with the terms and subject to the 

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conditions of any orders or agreements governing, instruments evidencing, or other documents establishing, 

such liabilities. 

2.2 Professional Fee Claims. 

(a) All final requests for the payment of Professional Fee Claims against a Debtor, 

including any Professional Fee Claim incurred during the period from the Petition Date through and 

including the Effective Date, must be filed and served on the Reorganized Debtors no later than sixty (60) 

days after the Effective Date. All such final requests will be subject to approval by the Bankruptcy Court 

after notice and a hearing in accordance with the procedures established by the Bankruptcy Code, the 

Interim Compensation Order, and any other prior orders of the Bankruptcy Court regarding the payment of 

Professionals in the Chapter 11 Cases, and once approved by the Bankruptcy Court, promptly paid in Cash 

in the Allowed amount from the Professional Fee Escrow Account. If the Professional Fee Escrow Account 

is insufficient to fund the full Allowed amount of all Professional Fee Claims, remaining unpaid Allowed 

Professional Fee Claims will be allocated among and paid in full in Cash directly by the Reorganized 

Debtors. 

(b) Prior to the Effective Date, the Debtors shall establish and fund the Professional 

Fee Escrow Account with Cash equal to the Professional Fee Reserve Amount. Such funds shall not be 

considered property of the estates of the Debtors or the Reorganized Debtors. Any amounts remaining in 

the Professional Fee Escrow Account after payment in full of all Allowed Professional Fee Claims shall 

promptly be paid to the Reorganized Debtors without any further action or order of the Bankruptcy Court. 

(c) No later than ten (10) Business Days prior to the Effective Date, each Professional 

shall provide the restructuring advisors for the Debtors with an estimate of its unpaid Professional Fee 

Claims incurred in rendering services to the Debtors or their estates before and as of the Effective Date; 

provided, that such estimate shall not be deemed to limit the amount of fees and expenses that are the subject 

of the Professional’s final request for payment of its Professional Fee Claims whether from the Professional 

Fee Escrow Account or, if insufficient, from the Reorganized Debtors. If a Professional does not timely 

provide an estimate as set forth above, the Debtors or Reorganized Debtors shall estimate the unpaid and 

unbilled fees and expenses of such Professional for purposes of funding the Professional Fee Escrow 

Account. The total amount of Professional Fee Claims estimated pursuant to this Section shall comprise 

the Professional Fee Reserve Amount. The Professional Fee Reserve Amount, as well as the return of any 

excess funds in the Professional Fee Escrow Account after all Allowed Professional Fee Claims have been 

paid in full, shall be allocated to the applicable Debtor for whose benefit such Professional Fees Claims 

were incurred. 

(d) Except as otherwise specifically provided in the Plan, from and after the Effective 

Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or 

action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable and documented legal, 

professional, or other fees and expenses incurred by the Debtors. Upon the Effective Date, any requirement 

that Professionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking 

retention or compensation for services rendered after such date shall terminate, and the Reorganized 

Debtors may employ and pay any Professional in the ordinary course of business without any further notice 

to or action, order, or approval of the Bankruptcy Court. 

2.3 DIP Facility Claims. In full and final satisfaction, settlement, release, and 

discharge of the Allowed DIP Facility Claims against the Debtors (subject to the last sentence of this Section 

2.3), on the Effective Date, such Allowed DIP Facility Claims shall be paid in full in Cash by the Debtors 

in the Allowed amount of such DIP Facility Claims and all commitments under the DIP Facility Documents 

shall terminate. On the Effective Date, any DIP Letters of Credit outstanding shall be replaced, returned to 

the issuing DIP Facility Lender, or collateralized with cash or backstopped with new letters of credit in 

accordance with the terms of the applicable DIP Letter of Credit and the DIP Facility Documents. Upon 

the indefeasible payment or satisfaction in full in Cash of the DIP Facility Claims (other than any DIP 

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Facility Claims based on the Debtors’ contingent obligations under the DIP Facility Documents not yet due 

and payable), the termination of all commitments thereunder, and the replacement, return, collateralization 

or backstop of all outstanding DIP Letters of Credit in accordance with the terms of this Plan, on the 

Effective Date, all Liens granted to secure such obligations automatically shall be terminated and of no 

further force and effect. 

2.4 Priority Tax Claims. In full and final satisfaction, settlement, release, and 

discharge of any Allowed Priority Tax Claim against a Debtor, except to the extent that the Debtors or 

Reorganized Debtors (with the consent of the Plan Proponents), as applicable, and a holder of an Allowed 

Priority Tax Claim agree to a less favorable treatment of such Claim, each holder of an Allowed Priority 

Tax Claim shall receive, at the option of the Debtors or Reorganized Debtors, (a) Cash in an amount equal 

to such Allowed Priority Tax Claim on the Effective Date or as soon as reasonably practicable thereafter, 

or (b) Cash, in equal semi-annual installments and continuing over a period not exceeding five (5) years 

from and after the Petition Date, together with interest accrued thereon at the applicable nonbankruptcy 

rate, which as to any Allowed Priority Tax Claim of the Internal Revenue Service on behalf of the United 

States shall be the applicable rate specified by the Tax Code, as of the Confirmation Date, applied pursuant 

to section 511 of the Bankruptcy Code, subject to the sole option of the Reorganized Debtors to prepay the 

entire amount of the Allowed Priority Tax Claim. Any Allowed Priority Tax Claim that is not due and 

payable on or before the Effective Date shall be paid in the ordinary course of business as such obligation 

becomes due. 

ARTICLE III.

CLASSIFICATION OF CLAIMS AND INTERESTS 

3.1 Classification in General. A Claim or Interest is placed in a particular Class for 

all purposes, including voting, confirmation, and distribution under the Plan and under sections 1122 and 

1123(a)(1) of the Bankruptcy Code; provided that a Claim or Interest is placed in a particular Class for the 

purpose of receiving distributions pursuant to the Plan only to the extent that such Claim or Interest is an 

Allowed Claim or Allowed Interest in that Class and such Allowed Claim or Allowed Interest has not been 

satisfied, released, or otherwise settled prior to the Effective Date. 

3.2 Summary of Classification. 

(a) The following table designates the Classes of Claims against, and Interests in, the 

Debtors and specifies which of those Classes are (i) Impaired or Unimpaired by the Plan, (ii) entitled to 

vote to accept or reject the Plan in accordance with section 1126 of the Bankruptcy Code, and (iii) presumed 

to accept or deemed to reject the Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, 

Administrative Expense Claims and Priority Tax Claims have not been classified. 

Class Designation Impairment Entitled to Vote 

Claims Against and Interests in HoldCo 

Class 1A HoldCo Other Secured Claims Unimpaired No (presumed to accept) 

Class 2A HoldCo Priority Non-Tax Claims Unimpaired No (presumed to accept) 

Class 3A HoldCo Revolver Claims Unimpaired No (presumed to accept) 

Class 4A HoldCo Term Loan Claims Unimpaired No (presumed to accept) 

Class 5A HoldCo General Unsecured Claims Unimpaired No (presumed to accept) 

Class 6A HoldCo Public Entities Wildfire Claims Impaired Yes 

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Class 7A HoldCo Subrogation Wildfire Claims [Impaired]8 [Yes] 

Class 8A HoldCo Fire Victim Claims Impaired Yes 

Class 9A HoldCo Workers’ Compensation Claims Unimpaired No (presumed to accept) 

Class 10A HoldCo Intercompany Claims Unimpaired No (presumed to accept) 

Class 11A HoldCo Subordinated Debt Claims Unimpaired No (presumed to accept) 

Class 12A HoldCo Common Interests Impaired Yes 

Class 13A HoldCo Other Interests Unimpaired No (presumed to accept) 

Claims Against and Interests in the Utility 

Class 1B Utility Other Secured Claims Unimpaired No (presumed to accept) 

Class 2B Utility Priority Non-Tax Claims Unimpaired No (presumed to accept) 

Class 3B Utility Revolver Claims Unimpaired No (presumed to accept) 

Class 4B Utility Term Loan Claims Unimpaired No (presumed to accept) 

Class 5B Utility Short-Term Senior Note Claims Unimpaired No (presumed to accept) 

Class 6B Utility Long-Term Senior Note Claims Unimpaired No (presumed to accept) 

Class 7B Utility PC Bond Claims Unimpaired No (presumed to accept) 

Class 8B Utility General Unsecured Claims Unimpaired No (presumed to accept) 

Class 9B Utility Public Entities Wildfire Claims Impaired Yes 

Class 10B Utility Subrogation Wildfire Claims [Impaired]9 [Yes] 

Class 11B Utility Fire Victim Claims Impaired Yes 

Class 12B Utility Workers’ Compensation Claims Unimpaired No (presumed to accept) 

Class 13B 2001 Utility Exchange Claims Unimpaired No (presumed to accept) 

Class 14B Utility Intercompany Claims Unimpaired No (presumed to accept) 

Class 15B Utility Subordinated Debt Claims Unimpaired No (presumed to accept) 

Class 16B Utility Preferred Interests Unimpaired No (presumed to accept) 

Class 17B Utility Common Interests Unimpaired No (presumed to accept) 

 

3.3 Separate Classification of Other Secured Claims. Each Other Secured Claim, 

to the extent secured by a Lien on Collateral different from the Collateral securing another Other Secured 

Claim, shall be treated as being in a separate sub-Class for the purposes of receiving distributions under 

this Plan. 

3.4 Nonconsensual Confirmation. In the event any impaired Class of Claims or 

Interests entitled to vote on the Plan does not accept the Plan by the requisite statutory majority under 

section 1126(c) of the Bankruptcy Code, then the Debtors reserve the right to undertake to have the 

Bankruptcy Court confirm the Plan under section 1129(b) of the Bankruptcy Code. 

3.5 Debtors’ Rights in Respect of Unimpaired Claims. Except as otherwise 

provided in this Plan, nothing under this Plan shall affect the rights of the Reorganized Debtors in respect 

of any Claim that is not “impaired” (within the meaning of such term in section 1124 of the Bankruptcy 

 

8

 The terms set forth in this Plan relating to the Subrogation Claims RSA have been bracketed and are subject to 

change based on the Bankruptcy Court’s disposition of the Debtors’ motion to approve the Subrogation Claims 

RSA scheduled to be heard on October 23, 2019. 

9

 See footnote 8 above. 

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Code), including all rights in respect of legal and equitable defenses to, or setoffs or recoupments against, 

any such Claim. 

ARTICLE IV.

TREATMENT OF CLAIMS AND INTERESTS 

4.1 Class 1A – HoldCo Other Secured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed HoldCo Other Secured Claim, except to the extent that the Debtors or Reorganized Debtors (with 

the consent of the Plan Proponents), as applicable, and a holder of an Allowed HoldCo Other Secured Claim 

agree to a less favorable treatment of such Claim, each holder of an Allowed HoldCo Other Secured Claim 

shall, at the option of the Debtors or Reorganized Debtors, (i) retain its HoldCo Other Secured Claim and 

its Lien on the Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim, 

including the payment of any interest due and payable under section 506(b) of the Bankruptcy Code, on the 

Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of such Allowed 

HoldCo Other Secured Claim in any other manner that is necessary to satisfy the requirements of section 

1124 of the Bankruptcy Code. In the event a HoldCo Other Secured Claim is treated under clause (ii) of 

this Section 4.1(a), the Liens securing such Other Secured Claim shall be deemed released immediately 

upon payment. 

(b) Impairment and Voting: The HoldCo Other Secured Claims are Unimpaired, and 

the holders of HoldCo Other Secured Claims are presumed to have accepted the Plan. 

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

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed HoldCo Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized Debtors 

(with the consent of the Plan Proponents), as applicable, and a holder of an Allowed HoldCo Priority NonTax Claim agree to a less favorable treatment of such Claim, each holder of an Allowed HoldCo Priority 

Non-Tax Claim shall receive, at the option of the Debtors or Reorganized Debtors, as applicable (i) Cash 

in an amount equal to such Allowed HoldCo Priority Non-Tax Claim, including interest through the 

Effective Date calculated at the applicable contract rate or, in the absence of a contract rate, the Federal 

Judgment Rate, payable on the Effective Date or as soon as reasonably practicable thereafter, or (ii) such 

other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. 

(b) Impairment and Voting: The HoldCo Priority Non-Tax Claims are Unimpaired, 

and the holders of HoldCo Priority Non-Tax Claims are presumed to have accepted the Plan. 

4.3 Class 3A – HoldCo Revolver Claims. 

(a) Allowance: On the Effective Date, the HoldCo Revolver Claims shall be Allowed 

in an aggregate amount equal to [$●], which amount consists of (i) the principal amount of HoldCo 

Revolver Claims outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the 

Petition Date at the applicable contract rate plus (ii) all interest accrued from the Petition Date through the 

Effective Date at the applicable contract rate. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed HoldCo Revolver Debt Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed HoldCo Revolver Claim shall receive its pro rata share of Cash equal 

to the aggregate amount of the Allowed HoldCo Revolver Claims. 

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(c) Impairment and Voting: The HoldCo Revolver Claims are Unimpaired, and the 

holders of HoldCo Revolver Claims are presumed to have accepted the Plan. 

4.4 Class 4A – HoldCo Term Loan Claims. 

(a) Allowance: On the Effective Date, the HoldCo Term Loan Claims shall be 

Allowed in an aggregate amount equal to [$●], which amount consists of (i) the principal amount of HoldCo 

Term Loan Claims outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the 

Petition Date at the applicable contract rate plus (ii) all interest accrued from the Petition Date through the 

Effective Date at the applicable contract rate. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed HoldCo Term Loan Claim, on the Effective Date or as soon as reasonably practicable thereafter, 

each holder of an Allowed HoldCo Term Loan Claim shall receive its pro rata share of Cash equal to the 

aggregate amount of the Allowed HoldCo Term Loan Claims. 

(c) Impairment and Voting: The HoldCo Term Loan Claims are Unimpaired, and the 

holders of HoldCo Term Loan Claims are presumed to have accepted the Plan. 

4.5 Class 5A – HoldCo General Unsecured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed HoldCo General Unsecured Claim, except to the extent that the Debtors or the Reorganized 

Debtors, as applicable, and a holder of an Allowed HoldCo General Unsecured Claim agree to a less 

favorable treatment of such Claim, on (i) the Effective Date or as soon as reasonably practicable thereafter 

or (ii) as soon as reasonably practicable following the date such Claim becomes an Allowed HoldCo 

General Unsecured Claim, each holder of an Allowed HoldCo General Unsecured Claim shall receive Cash 

in an amount equal to such holder’s Allowed HoldCo General Unsecured Claim. The Allowed amount of 

any HoldCo General Unsecured Claim shall include all interest accrued from the Petition Date through the 

Effective Date at the applicable contract rate or, in the absence of a contract rate, the Federal Judgment 

Rate. 

(b) Impairment and Voting: The HoldCo General Unsecured Claims are Unimpaired, 

and holders of HoldCo General Unsecured Claims are presumed to have accepted the Plan. 

4.6 Class 6A – HoldCo Public Entities Wildfire Claims. 

(a) Treatment: On the Effective Date, all HoldCo Public Entities Wildfire Claims 

shall be deemed satisfied, settled, released and discharged through the treatment provided to Utility Public 

Entities Wildfire Claims. HoldCo Public Entities Wildfire Claims shall be satisfied solely from the transfer 

of Cash in amount of $1.0 billion from the Fire Victims Trust and the Public Entities Segregated Defense 

Fund, as described in the treatment of Utility Public Entities Wildfire Claims in Class 8B in section 4.21(a) 

of the Plan, with no recourse to the Debtors, Reorganized Debtors, or their respective assets and properties. 

(b) Impairment and Voting: The HoldCo Public Entities Wildfire Claims are 

Impaired, and holders of HoldCo Public Entities Wildfire Claims are entitled to vote to accept or reject the 

Plan. 

4.7 Class 7A – HoldCo Subrogation Wildfire Claims. 

(a) Treatment: On the Effective Date, all HoldCo Subrogation Wildfire Claims shall 

be deemed satisfied, settled, released and discharged through the treatment provided to Utility Subrogation 

Wildfire Claims. Pursuant to the Channeling Injunction, each holder of a HoldCo Subrogation Wildfire 

Claim shall have its Claim permanently channeled to the Subrogation Wildfire Trust, and such Claim shall 

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be asserted exclusively against the Subrogation Wildfire Trust in accordance with its terms, with no 

recourse to the Debtors, the Reorganized Debtors, or their respective assets and properties. 

(b) [Impairment and Voting: The HoldCo Subrogation Wildfire Claims are Impaired, 

and holders of HoldCo Subrogation Wildfire Claims are entitled to vote to accept or reject the Plan.]10

4.8 Class 8A – HoldCo Fire Victim Claims. 

(a) Treatment: On the Effective Date, all HoldCo Fire Victim Claims shall be deemed 

satisfied, settled, released and discharged through the treatment provided to Utility Fire Victim Claims. 

Pursuant to the Channeling Injunction, each holder of a HoldCo Fire Victim Claim shall have its Claim 

permanently channeled to the Fire Victim Trust, and such Claim shall be asserted exclusively against the 

Fire Victim Trust in accordance with its terms, with no recourse to the Debtors, the Reorganized Debtors, 

or their respective assets and properties. 

(b) Impairment and Voting: The HoldCo Fire Victim Claims are Impaired, and 

holders of HoldCo Fire Victim Claims are entitled to vote to accept or reject the Plan. 

4.9 Class 9A – HoldCo Workers’ Compensation Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a HoldCo Workers’ 

Compensation Claim shall be entitled to pursue its Claim against Reorganized HoldCo as if the Chapter 11 

Cases had not been commenced. 

(b) Impairment and Voting: The HoldCo Workers’ Compensation Claims are 

Unimpaired, and holders of HoldCo Workers’ Compensation Claims are presumed to have accepted the 

Plan. 

4.10 Class 10A – HoldCo Intercompany Claims. 

(a) Treatment: On the Effective Date, all Allowed HoldCo Intercompany Claims shall 

either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or (ii) Reinstated, 

in each case as determined by the Reorganized Debtors (with the consent of the Plan Proponents), as 

applicable. 

(b) Impairment and Voting: The HoldCo Intercompany Claims are Unimpaired, and 

the holders of HoldCo Intercompany Claims are presumed to have accepted the Plan. 

4.11 Class 11A – HoldCo Subordinated Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

HoldCo Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized Debtors, as 

applicable, and a holder of an Allowed HoldCo Subordinated Debt Claim agree to a less favorable treatment 

of such Claim, on the Effective Date or as soon as reasonably practicable thereafter, each holder of an 

Allowed HoldCo Subordinated Debt Claim shall receive Cash in an amount equal to such holder’s Allowed 

HoldCo Subordinated Debt Claim. 

 

10 The terms set forth in this Plan relating to the Subrogation Claims RSA have been bracketed and are subject to 

change based on the Bankruptcy Court’s disposition of the Debtors’ motion to approve the Subrogation Claims 

RSA scheduled to be heard on October 23, 2019. 

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(b) Impairment and Voting: The HoldCo Subordinated Debt Claims are Unimpaired, 

and the holders of HoldCo Subordinated Debt Claims are presumed to have accepted the Plan. 

4.12 Class 12A – HoldCo Common Interests. 

(a) Treatment: On the Effective Date, subject to the New Organizational Documents, 

each holder of a HoldCo Common Interest shall (i) retain such Interest subject to dilution from any New 

HoldCo Common Stock, issued pursuant to the Plan and [(b) to the extent such holder is an Eligible Offeree, 

shall receive a pro rata distribution of any subscription rights to purchase in the aggregate up to 5% of the 

New HoldCo Common Interests issued pursuant to the New HoldCo Common Stock Investment through 

the Rights Offering. 

(b) Impairment and Voting: The HoldCo Common Interests are Impaired, and the 

holders of HoldCo Common Interests are entitled to vote to accept or reject the Plan. 

4.13 Class 13A – HoldCo Other Interests. 

(a) Treatment: On the Effective Date, each holder of a HoldCo Other Interest shall 

have such holder’s HoldCo Other Interest Reinstated. 

(b) Impairment and Voting: The HoldCo Other Interests are Unimpaired, and the 

holders of HoldCo Other Interests are presumed to have accepted the Plan. 

4.14 Class 1B – Utility Other Secured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed Utility Other Secured Claim, except to the extent that the Debtors or Reorganized Debtors (with 

the consent of the Plan Proponents), as applicable, and a holder of an Allowed Utility Other Secured Claim 

agree to a less favorable treatment of such Claim, each holder of an Allowed Utility Other Secured Claim 

shall, at the option of the Debtors or Reorganized Debtors, (i) retain its Utility Other Secured Claim and its 

Lien on the Collateral securing such Claim; (ii) receive Cash in an amount equal to such Allowed Claim, 

including the payment of any interest due and payable under section 506(b) of the Bankruptcy Code, on the 

Effective Date or as soon as reasonably practicable thereafter; or (iii) receive treatment of such Allowed 

Utility Other Secured Claim in any other manner that is necessary to satisfy the requirements of section 

1124 of the Bankruptcy Code. In the event a Utility Other Secured Claim is treated under clause (ii) of this 

Section 4.14(a), the Liens securing such Other Secured Claim shall be deemed released immediately upon 

payment. 

(b) Impairment and Voting: The Utility Other Secured Claims are Unimpaired, and 

the holders of Utility Other Secured Claims are presumed to have accepted the Plan. 

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

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed Utility Priority Non-Tax Claim, except to the extent that the Debtors or Reorganized Debtors (with 

the consent of the Plan Proponents), as applicable, and a holder of an Allowed Utility Priority Non-Tax 

Claim agree to a less favorable treatment of such Claim, each holder of an Allowed Utility Priority NonTax Claim shall receive, at the option of the Debtors or the Reorganized Debtors, as applicable (i) Cash in 

an amount equal to such Allowed Utility Priority Non-Tax Claim, including interest through the Effective 

Date calculated at the applicable contract rate or, in the absence of a contract rate, the Federal Judgment 

Rate, payable on the Effective Date or as soon as reasonably practicable thereafter, or (ii) such other 

treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. 

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(b) Impairment and Voting: The Utility Priority Non-Tax Claims are Unimpaired, and 

the holders of Utility Priority Non-Tax Claims are presumed to have accepted the Plan. 

4.16 Class 3B – Utility Revolver Claims 

(a) Allowance: On the Effective Date, the Utility Revolver Claims shall be Allowed 

in an aggregate amount equal to [$●], which amount consists of (i) the principal amount of Utility Revolver 

Claims outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the Petition Date 

at the applicable contract rate plus (ii) all interest accrued from the Petition Date through the Effective Date 

at the applicable contract rate. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed Utility Revolver Claim, on the Effective Date or as soon as reasonably practicable thereafter, each 

holder of an Allowed Utility Revolver Claim shall receive its pro rata share of Cash equal to the aggregate 

amount of the Allowed Utility Revolver Claims. 

On the Effective Date, any Utility Letters of Credit outstanding shall be replaced, returned to the issuing 

Utility Revolver Lender, or collateralized with cash or new letters of credit in accordance with the terms of 

the applicable Utility Letter of Credit and the Utility Revolver Documents. 

(c) Impairment and Voting: The Utility Revolver Claims are Unimpaired, and the 

holders of Utility Revolver Claims are presumed to have accepted the Plan. 

4.17 Class 4B – Utility Term Loan Claims. 

(a) Allowance: On the Effective Date, the Utility Term Loan Claims shall be Allowed 

in an aggregate amount equal to [$●], which amount consists of (i) the principal amount of Utility Term 

Loan Claims outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the Petition 

Date at the applicable contract rate plus (ii) all interest accrued from the Petition Date through the Effective 

Date at the applicable contract rate. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed Utility Term Loan Claim, on the Effective Date or as soon as reasonably practicable thereafter, 

each holder of an Allowed Utility Term Loan Claim shall receive its pro rata share of Cash equal to the 

aggregate amount of the Allowed Utility Term Loan Claims. 

(c) Impairment and Voting: The Utility Term Loan Claims are Unimpaired, and the 

holders of Utility Term Loan Claims are presumed to have accepted the Plan. 

4.18 Class 5B – Utility Short-Term Senior Notes Claims. 

(a) Allowance: On the Effective Date, the Utility Short-Term Senior Notes Claims 

shall be Allowed in an aggregate amount equal to [$●], which amount consists of (i) the principal amount 

of Utility Short-Term Senior Notes Claims outstanding as of the Petition Date plus all accrued and unpaid 

interest owed as of the Petition Date at the applicable contract rate, (ii) all interest accrued from the Petition 

Date through the Effective Date at the applicable contract rate and (iii) any prepayment premium, 

makewhole or other similar call protection under the applicable Utility Short-Term Notes or Utility ShortTerm Notes Indentures. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed Utility Short-Term Senior Notes Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed Utility Short-Term Senior Notes Claim shall receive its pro rata share 

of Cash equal to the aggregate amount of the Allowed Utility Short-Term Senior Notes Claims. 

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(c) Indenture Trustee Fees: On the Effective Date, the Reorganized Debtors shall pay 

the reasonable and documented compensation, fees, expenses and disbursements of the Utility Senior Notes 

Trustee and each paying agent (as applicable) in connection with the Chapter 11 Cases and under the Utility 

Short-Term Senior Notes Documents, including any fees, expenses and disbursements of attorneys, 

advisors, or agents retained or utilized by the Utility Senior Notes Trustee in connection with the Chapter 

11 Cases.

(d) Impairment and Voting: The Utility Short-Term Senior Notes Claims are 

Unimpaired, and the holders of Utility Short-Term Senior Notes Claims are presumed to have accepted the 

Plan.

4.19 Class 6B – Utility Long-Term Senior Notes Claims. 

(a) Allowance: On the Effective Date, the Utility Long-Term Senior Notes Claims 

shall be Allowed in an aggregate amount equal to [$●], which amount consists of (i) the principal amount 

of Utility Short-Term Senior Notes Claims outstanding as of the Petition Date plus all accrued and unpaid 

interest owed as of the Petition Date at the applicable contract rate and (ii) all interest accrued from the 

Petition Date through the Effective Date at the applicable contract rate.

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of each 

Allowed Utility Long-Term Senior Notes Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed Utility Long-Term Senior Notes Claim shall (i) have its Allowed 

Utility Long-Term Senior Notes Claim Reinstated and (ii) receive its pro rata share of Cash equal to the 

aggregate amount of (x) all accrued and unpaid interest owed as of the Petition Date at the applicable 

contract rate and (y) all interest accrued from the Petition Date through the Effective Date at the applicable 

contract rate. 

(c) Indenture Trustee Fees: On the Effective Date, the Reorganized Debtors shall pay 

the reasonable and documented compensation, fees, expenses and disbursements of the Utility Senior Notes 

Trustee and each paying agent (as applicable) in connection with the Chapter 11 Cases and under the Utility 

Long-Term Senior Notes Documents, including any fees, expenses and disbursements of attorneys, 

advisors, or agents retained or utilized by the Utility Senior Notes Trustee in connection with the Chapter 

11 Cases.

(d) Impairment and Voting: The Utility Long-Term Senior Notes Claims are 

Unimpaired, and the holders of Utility Long-Term Senior Notes Claims are presumed to have accepted the 

Plan.

4.20 Class 7B – Utility PC Bond Claims. 

(a) Allowance: On the Effective Date, the Utility PC Bond Claims shall be Allowed 

in an aggregate amount equal to [$●], which amount consists of (i) the principal amount of Utility PC 

Bond Claims outstanding as of the Petition Date plus all accrued and unpaid interest owed as of the 

Petition Date at the applicable contract rate plus (ii) all interest accrued from the Petition Date through the 

Effective Date at the applicable contract rate. 

(b) Treatment: In full and final satisfaction, settlement, release, and discharge of 

each Allowed Utility PC Bond Loan Claim, on the Effective Date or as soon as reasonably practicable 

thereafter, each holder of an Allowed Utility PC Bond Claim shall receive its pro rata share of Cash equal 

to the aggregate amount of the Allowed Utility PC Bond Claims. 

(c) Impairment and Voting: The Utility PC Bond Claims are Unimpaired, and the 

holders of Utility PC Bond Claims are presumed to have accepted the Plan. 

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4.21 Class 8B – Utility General Unsecured Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Allowed Utility General Unsecured Claim, except to the extent that the Debtors or Reorganized Debtors 

(with the consent of the Plan Proponents), as applicable, and a holder of an Allowed Utility General 

Unsecured Claim agree to a less favorable treatment of such Claim, on the Effective Date or as soon as 

reasonably practicable thereafter, each holder of an Allowed Utility General Unsecured Claim shall receive 

Cash in an amount equal to such holder’s Allowed Utility General Unsecured Claim. The Allowed amount 

of any Utility General Unsecured Claim shall reflect all interest accrued from the Petition Date through the 

Effective Date at the applicable contract rate or, in the absence of a contract rate, the Federal Judgment 

Rate. 

(b) Impairment and Voting: The Utility General Unsecured Claims are Unimpaired, 

and the holders of Utility General Unsecured Claims are presumed to have accepted the Plan. 

4.22 Class 9B – Utility Public Entities Wildfire Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of all 

Allowed Utility Public Entities Wildfire Claims, on the Effective Date, or as soon as reasonably practicable 

thereafter, but in no event later than thirty (30) days after the Effective Date, the Fire Victim Trust shall 

transfer Cash in the aggregate amount of $1.0 billion (as provided in the Public Entities Plan Support 

Agreement) to a separate trust created and maintained for the benefit of the Public Entities. The Public 

Entities thereafter shall receive distributions in accordance with the Public Entities Settlement Distribution 

Protocol. The Fire Victim Trust shall also transfer $10 million to establish the Public Entities Segregated 

Defense Fund, in accordance with the terms of the Public Entities Plan Support Agreements. Utility Public 

Entities Wildfire Claims shall be satisfied solely from the Cash amount of $1.0 billion and the Public 

Entities Segregated Defense Fund, as described above. 

(b) Impairment and Voting: The Utility Public Entities Wildfire Claims are Impaired, 

and holders of the Utility Public Entities Wildfire Claims are entitled to vote to accept or reject the Plan. 

4.23 Class 10B – Utility Subrogation Wildfire Claims. 

The Utility Subrogation Wildfire Claims shall be treated as follows: 

(a) Allowance: For purposes of this Plan, and in accordance with the [Subrogation 

Wildfire Claims Approval Order], the Utility Subrogation Wildfire Claims shall be settled and Allowed in 

the aggregate amount of $11 billion. 

(b) Treatment: On the Effective Date or as soon as reasonably practicable thereafter, 

the Reorganized Debtors shall fund the Subrogation Wildfire Trust with $11 billion consisting of (a) Cash 

and [(b) New HoldCo Common Stock (at plan value)]. No postpetition, and pre-Effective Date, interest 

shall be paid with respect to the Utility Subrogation Wildfire Claims as Allowed pursuant to the 

immediately preceding clause (a). All Utility Subrogation Wildfire Claims shall be satisfied solely from 

the assets funded to the Subrogation Wildfire Trust. 

(c) Professional Fees: On the Effective Date, the Reorganized Debtors shall pay the 

reasonable, documented, and contractual professional fees of the Ad Hoc Subrogation Professionals up to 

an aggregate amount of $55 million (inclusive of all such fees and expenses paid by the Debtors prior to 

the Effective Date, and which shall include success fees, transaction fees or other similar fees). 

(d) Distributions and Discharge: Funding of the Subrogation Wildfire Trust as 

provided above shall be in full and final satisfaction, release, and discharge of all Utility Subrogation 

Wildfire Claims. Each holder of a Utility Subrogation Wildfire Claim that is party to the Subrogation 

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Wildfire Claim Allocation Agreement shall receive payment as determined in accordance with the 

Subrogation Wildfire Claim Allocation Agreement. Holders of Disputed Utility Subrogation Wildfire 

Claims as of the Effective Date shall not receive any payment unless and until such claims either are 

resolved consensually as between such holders and the Subrogation Wildfire Trustee or become Allowed 

Claims. 

(e) Channeling Injunction: On the Effective Date, the Debtors’ liability for all Utility 

Subrogation Wildfire Claims shall be fully assumed by, and be the sole responsibility of, the Subrogation 

Wildfire Trust, and all such Claims shall be satisfied solely from the assets of the Subrogation Wildfire 

Trust. Pursuant to the Channeling Injunction, each holder of a Utility Subrogation Wildfire Claim shall 

have its Claim permanently channeled to the Subrogation Wildfire Trust, and such Claim shall be asserted 

exclusively against the Subrogation Wildfire Trust in accordance with its terms, with no recourse to the 

Debtors, the Reorganized Debtors, or their respective assets and properties. 

(f) [Impairment and Voting: The Utility Subrogation Wildfire Claims are Impaired, 

and holders of Utility Subrogation Wildfire Claims are entitled to vote to accept or reject the Plan.]11

4.24 Class 11B – Utility Fire Victim Claims. 

(a) Treatment: In accordance with the requirements of section 3292 of the Wildfire 

Legislation (A.B. 1054), on the Effective Date or as soon as reasonably practicable thereafter, the 

Reorganized Debtors shall establish and fund the Fire Victim Trust with the Aggregate Fire Victim 

Consideration. Utility Fire Victim Claims shall be satisfied solely from the Fire Victim Trust. 

(b) Funding of the Fire Victim Trust as provided above shall be in full and final 

satisfaction, release, and discharge of all Utility Fire Victim Claims. Each holder of a Utility Fire Victim 

Claim shall receive payment as determined in accordance with the Fire Victim Claims Resolution 

Procedures. 

(c) On the Effective Date, the Debtors’ liability for all Utility Fire Victim Claims shall 

be fully assumed by, and be the sole responsibility of the Fire Victim Trust, and all such Claims shall be 

satisfied solely from the assets of the Fire Victim Trust. Pursuant to the Channeling Injunction, each holder 

of a Utility Fire Victim Claim shall have its Claim permanently channeled to the Fire Victim Trust, and 

such Claim shall be asserted exclusively against the Fire Victim Trust in accordance with its terms, with no 

recourse to the Debtors, the Reorganized Debtors, or their respective assets and properties. 

(d) Impairment and Voting: The Utility Fire Victim Claims are Impaired, and holders 

of Utility Fire Victim Claims are entitled to vote to accept or reject the Plan. 

4.25 Class 12B – Utility Workers’ Compensation Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a Utility Workers’ 

Compensation Claim shall be entitled to pursue its Claim against Reorganized HoldCo as if the Chapter 11 

Cases had not been commenced. 

(b) Impairment and Voting: The Utility Workers’ Compensation Claims are 

Unimpaired, and holders of Utility Workers’ Compensation Claims are presumed to have accepted the Plan. 

 

11 The terms set forth in this Plan relating to the Subrogation Claims RSA have been bracketed and are subject to 

change based on the Bankruptcy Court’s disposition of the Debtors’ motion to approve the Subrogation Claims 

RSA scheduled to be heard on October 23, 2019. 

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4.26 Class 13B – 2001 Utility Exchange Claims. 

(a) Treatment: On and after the Effective Date, each Holder of a 2001 Utility 

Exchange Claim shall be entitled to pursue its Claim against the Reorganized Utility as if the Chapter 11 

Cases had not been commenced. 

(b) Impairment and Voting: The 2001 Utility Exchange Claims are Unimpaired, and 

holders of 2001 Utility Exchange Claims are presumed to have accepted the Plan. 

4.27 Class 14B – Utility Intercompany Claims. 

(a) Treatment: On the Effective Date, all Allowed Utility Intercompany Claims shall 

either be (i) cancelled (or otherwise eliminated) and receive no distribution under the Plan or (ii) Reinstated, 

in each case as determined by the Reorganized Debtors (with the consent, not to be unreasonably withheld, 

of the Plan Proponents), as applicable. 

(b) Impairment and Voting: The Utility Intercompany Claims are Unimpaired, and 

holders of Utility Intercompany Claims are presumed to have accepted the Plan. 

4.28 Class 15B – Utility Subordinated Debt Claims. 

(a) Treatment: In full and final satisfaction, settlement, release, and discharge of any 

Utility Subordinated Debt Claim, except to the extent that the Debtors or the Reorganized Debtors, as 

applicable, and a holder of an Allowed Utility Subordinated Debt Claim agree to a less favorable treatment 

of such Claim, on the Effective Date or as soon as reasonably practicable thereafter, each holder of an 

Allowed Utility Subordinated Debt Claim shall receive Cash in an amount equal to such holder’s Allowed 

Utility Subordinated Debt Claim. 

(b) Impairment and Voting: The Utility Subordinated Debt Claims are Unimpaired, 

and the holders of Utility Subordinated Debt Claims are presumed to have accepted the Plan. 

4.29 Class 16B – Utility Preferred Interests. 

(a) Treatment: On the Effective Date, all Utility Preferred Interests shall be 

Reinstated. 

(b) Impairment and Voting: The Utility Preferred Interests are Unimpaired, and 

holders of Utility Preferred Interests are presumed to have accepted the Plan. 

4.30 Class 17B – Utility Common Interests. 

(a) Treatment: On the Effective Date, all Utility Common Interests shall be 

Reinstated. 

(b) Impairment and Voting: The Utility Common Interests are Unimpaired, and the 

holders of Utility Common Interests are presumed to have accepted the Plan. 

ARTICLE V.

PROVISIONS GOVERNING DISTRIBUTIONS 

5.1 Distributions Generally. Except as otherwise provided in the Plan, the Fire Trust 

Agreements, or the Claims Resolution Procedures the Disbursing Agent shall make all distributions to the 

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appropriate holders of Allowed Claims, or such other persons designated by this Plan, in accordance with 

the terms of this Plan. 

5.2 Plan Funding. Except as otherwise provided in the Plan, distributions of Cash 

shall be funded from the proceeds of the Plan Funding, including the Fire Insurance Proceeds, as of the 

applicable date of such distribution as set forth herein. 

5.3 Postpetition Interest on Claims. Postpetition interest shall be paid as provided 

under the Plan or required by the Bankruptcy Code. Except as otherwise provided in the Plan, to the extent 

that a Disputed Claim becomes an Allowed Claim after the Effective Date, the holder of such Claim shall 

not be entitled to any interest that accrued thereon from and after the Effective Date. 

5.4 Date of Distributions. Unless otherwise provided in this Plan, any distributions 

and deliveries to be made under this Plan shall be made on the Effective Date or as soon as reasonably 

practicable thereafter; provided, that the Reorganized Debtors may implement periodic distribution dates 

to the extent they determine appropriate. Holders of Fire Claims subject to the Claims Resolution 

Procedures shall receive distributions in accordance with the applicable Claims Resolution Procedures. 

5.5 Distribution Record Date. Except as otherwise provided in the Fire Trust 

Agreements or the Claims Resolution Procedures, as of the close of business on the Distribution Record 

Date, the various lists of holders of Claims and Interests in each Class, as maintained by the Debtors or 

their agents, shall be deemed closed, and there shall be no further changes in the record holders of any 

Claims or Interests after the Distribution Record Date. None of the Debtors, the Reorganized Debtors, or 

the Disbursing Agent shall have any obligation to recognize any transfer of a Claim or Interest occurring 

after the close of business on the Distribution Record Date. In addition, with respect to payment of any 

Cure Amounts or disputes over any Cure Amounts, none of the Debtors, the Reorganized Debtors, or the 

Disbursing Agent shall have any obligation to recognize or deal with any party other than the non-Debtor 

party to the applicable executory contract or unexpired lease, even if such non-Debtor party has sold, 

assigned, or otherwise transferred its Claim for a Cure Amount.

5.6 Disbursing Agent. Except as otherwise provided in the Plan, all distributions 

under this Plan shall be made by the Disbursing Agent, on behalf of the applicable Debtor, on and after the 

Effective Date as provided herein. The Disbursing Agent shall not be required to give any bond or surety 

or other security for the performance of its duties. The Debtors or the Reorganized Debtors, as applicable, 

shall use commercially reasonable efforts to provide the Disbursing Agent (if other than the Reorganized 

Debtors) with the amounts of Claims and the identities and addresses of holders of Claims, in each case, as 

set forth in the Debtors’ or Reorganized Debtors’ books and records. The Debtors or the Reorganized 

Debtors, as applicable, shall cooperate in good faith with the Disbursing Agent (if other than the 

Reorganized Debtors) to comply with the reporting and withholding requirements outlined in Section 5.16 

of this Plan. Fire Claims subject to the Channeling Injunction shall not be administered by the Disbursing 

Agent and shall instead be administered by the Fire Trusts. 

5.7 Delivery of Distributions. 

(a) Except as otherwise provided in the Plan, the Disbursing Agent will make the 

applicable distribution under this Plan and, subject to Bankruptcy Rule 9010, will make all distributions to 

any holder of an Allowed Claim as and when required by this Plan at: (i) the address of such holder on the 

books and records of the Debtors or their agents, (ii) the address in the most recent proof of claim filed by 

such holder, or (iii) the address in any written notice of address change delivered to the Debtors or the 

Disbursing Agent, including any addresses included on any transfers of Claim filed pursuant to Bankruptcy 

Rule 3001. In the event that any distribution to any holder is returned as undeliverable, no distribution or 

payment to such holder shall be made unless and until the Disbursing Agent has been notified of the then 

current address of such holder, at which time or as soon thereafter as reasonably practicable, such 

distribution shall be made to such holder without interest. 

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(b) The Disbursing Agent, with the Funded Debt Trustees’ cooperation, shall make 

any distributions on account of the Allowed Funded Debt Claims. The Funded Debt Trustees shall have 

no duties or responsibility relating to any form of distribution that is not DTC eligible and the Disbursing 

Agent, the Debtors, or the Reorganized Debtors, as applicable, shall seek the cooperation of DTC so that 

any distribution on account of an Allowed Funded Debt Claim that is held in the name of, or by a nominee 

of, DTC, shall be made through the facilities of DTC on the Effective Date or as soon as practicable 

thereafter. The Reorganized Debtors shall reimburse the Funded Debt Trustees for any reasonable and 

documented fees and expenses (including the reasonable and documented fees and expenses of its counsel 

and agents) incurred after the Effective Date solely in connection with actions explicitly requested by the 

Reorganized Debtors necessary for implementation of the Plan; provided, that, for the avoidance of doubt, 

nothing in the Plan or Confirmation Order shall be considered or construed as an explicit request by the 

Reorganized Debtors authorizing the incurrence of fees and expenses by the Funded Debt Trustees. 

5.8 Funded Debt Trustee Fees. To allow the holders of the Funded Debt Claims to 

receive the full treatment set forth in the Plan without reduction by charging liens or by the Funded Debt 

Trustees pursuant to the Funded Debt Documents, the Debtors or the Reorganized Debtors shall, on account 

of the Funded Debt Claims, pay to the Funded Debt Trustees, to the extent they are not paid pursuant to 

another provision of the Plan, under the applicable Funded Debt Documents, an amount in cash equal to 

the Funded Debt Trustee Fees owed to the respective Funded Debt Trustees that are incurred and invoiced 

as of the Effective Date. To the extent the Funded Debt Trustee Fees are paid on the Effective Date, the 

Funded Debt Trustees shall not withhold distributions in respect of any charging liens on account of such 

amounts. 

5.9 Unclaimed Property. For distributions other than from the Fire Trusts, all 

distributions payable on account of Claims that are not deliverable, or have not responded to a request for 

information to make such delivery, and remain unclaimed shall be deemed unclaimed property under 

section 347(b) of the Bankruptcy Code and shall revert to the Reorganized Debtors or their successors or 

assigns one year from the later of (a) the Effective Date and (b) the date that is ten (10) Business Days after 

the date a Claim is first Allowed, and all claims of any other Entity (including the holder of a Claim in the 

same Class) to such distribution shall be discharged and forever barred. The Reorganized Debtors and the 

Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claim other than 

by reviewing the Debtors’ books and records and filings with the Bankruptcy Court.

5.10 Satisfaction of Claims. Unless otherwise provided herein, any distributions and 

deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final 

satisfaction, settlement, and discharge of and exchange for such Allowed Claims. 

5.11 Fractional Stock. No fractional shares or Interests of New HoldCo Common 

Stock shall be distributed. If any distributions of New HoldCo Common Stock pursuant to the Plan or the 

Plan Documents would result in the issuance of a fractional share or Interest of New HoldCo Common 

Stock, then the number of shares or Interests of New HoldCo Common Stock to be issued in respect of such 

distribution shall be calculated to one decimal place and rounded up or down to the closest whole share or 

Interest (with a half share or Interest or greater rounded up and less than a half share or Interest rounded 

down). The total number of shares or Interests of New HoldCo Common Stock, as applicable, to be 

distributed in connection with the Plan shall be adjusted as necessary to account for the rounding provided 

for in this Section 5.10. No consideration shall be provided in lieu of fractional shares or Interests that are 

rounded down. Neither the Reorganized Debtors nor the Disbursing Agent shall have any obligation to 

make a distribution that is less than (1) share or Interest of New HoldCo Common Stock. Any New HoldCo 

Common Stock that is not distributed in accordance with this Section 5.10 shall be returned to, and 

ownership thereof shall vest in, Reorganized HoldCo. 

5.12 Manner of Payment under Plan. Except as specifically provided herein, at the 

option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment to be made under this 

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Plan may be made by check, ACH, wire transfer, or any other method agreed between the Debtors or 

Reorganized Debtors and the holder of the Claim. 

5.13 No Distribution in Excess of Amount of Allowed Claim. Notwithstanding 

anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of such 

Allowed Claim, distributions in excess of the Allowed amount of such Claim, except to the extent that 

payment of postpetition interest on such Claim is specifically provided for by the Plan, the Confirmation 

Order, or another order of the Bankruptcy Court or required by the Bankruptcy Code. 

5.14 Setoffs and Recoupments. Each Debtor or Reorganized Debtor, as applicable, or 

such Entity’s successor or designee, may, pursuant to section 553 of the Bankruptcy Code or applicable 

nonbankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made pursuant 

to this Plan on account of such Allowed Claim any and all Claims, rights, and Causes of Action that such 

Debtor or Reorganized Debtor or its successors may hold against the holder of such Allowed Claim; 

provided, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder 

will constitute a waiver or release by a Debtor or Reorganized Debtor or its successor of any Claims, rights, 

or Causes of Action that any such entity or it successor or designee may possess against such holder; 

provided, further, that no setoff or recoupment shall be exercised on account of any of the Assigned Rights 

and Causes of Action. 

5.15 Rights and Powers of Disbursing Agent. 

(a) The Disbursing Agent shall be empowered to: (i) effect all actions and execute all 

agreements, instruments, and other documents necessary to perform its duties under this Plan; make all 

applicable distributions or payments provided for under this Plan; (iii) employ professionals to represent it 

with respect to its responsibilities; and (iv) exercise such other powers (A) as may be vested in the 

Disbursing Agent by order of the Bankruptcy Court (including any order issued after the Effective Date) or 

pursuant to this Plan or (B) as deemed by the Disbursing Agent to be necessary and proper to implement 

the provisions of this Plan. 

(b) To the extent the Disbursing Agent is an Entity other than a Debtor or Reorganized 

Debtor, except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and 

expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any 

reasonable compensation and expense reimbursement Claims (including for reasonable attorneys’ and other 

professional fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized 

Debtors. 

5.16 Withholding and Reporting Requirements. 

(a) In connection with this Plan and all distributions made hereunder, the Reorganized 

Debtors and the Disbursing Agent shall comply with all applicable withholding and reporting requirements 

imposed by any federal, state, local, or foreign taxing authority, and all distributions under this Plan shall 

be subject to any such withholding or reporting requirements. In the case of a non-Cash distribution that is 

subject to withholding, the distributing party may withhold an appropriate portion of such distributed 

property and sell such withheld property to generate Cash necessary to pay over the withholding tax. Any 

amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and 

received by the applicable recipient for all purposes of this Plan. 

(b) Notwithstanding the above, each holder of an Allowed Claim that is to receive a 

distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and payment 

of any tax obligations imposed on such holder by any federal, state, local, or foreign taxing authority, 

including income, withholding, and other tax obligations, on account of such distribution. The Reorganized 

Debtors and the Disbursing Agent have the right, but not the obligation, to not make a distribution until 

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such holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such 

tax obligations. 

(c) The Reorganized Debtors and the Disbursing Agent may require, as a condition to 

receipt of a distribution, that the holder of an Allowed Claim provide any information necessary to allow 

the distributing party to comply with any such withholding and reporting requirements imposed by any 

federal, state, local, or foreign taxing authority. If the Reorganized Debtors or the Disbursing Agent make 

such a request and the holder fails to comply before the date that is 180 days after the request is made, the 

amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in 

respect of such distribution shall be discharged and forever barred from assertion against such Reorganized 

Debtor or its respective property. 

5.17 Credit for Distributions under Wildfire Assistance Program. If a holder of an 

Allowed Fire Claim has received any distribution from the Wildfire Assistance Program, such distribution 

shall be credited against any distribution to be made on account of such holder’s Fire Claim under this Plan 

and in accordance with the terms of the Fire Trust Agreements. 

ARTICLE VI.

MEANS FOR IMPLEMENTATION AND EXECUTION OF THE PLAN 

6.1 Restructuring Transactions; Effectuating Documents. 

(a) Following the Confirmation Date or as soon as reasonably practicable thereafter, 

the Debtors or the Reorganized Debtors, as applicable, may take all actions, with the consent of the Plan 

Proponents, as may be necessary or appropriate to effectuate any transaction described in, approved by, 

contemplated by, or necessary to effectuate the Plan or to obtain any of the Plan Funding (collectively, the 

“Restructuring Transactions”), including (i) the execution and delivery of appropriate agreements or 

other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, 

arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent 

with the terms of the Plan, (ii) the execution and delivery of appropriate instruments of transfer, assignment, 

assumption, pledge or delegation of any asset, property, right, liability, debt, or obligation on terms 

consistent with the terms of the Plan, (iii) the filing of appropriate certificates or articles of incorporation, 

reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or 

dissolution pursuant to applicable state or federal law, (iv) the execution and delivery of the Plan 

Documents, (v) the issuance of securities, all of which shall be authorized and approved in all respects in 

each case without further action being required under applicable law, regulation, order, or rule, (vi) such 

other transactions that are necessary or appropriate to implement the Plan in the most tax efficient manner, 

and (vii) all other actions that the applicable Entities determine to be necessary or appropriate, including 

making filings or recordings that may be required by applicable law. 

(b) Each officer, or member of the board of directors, of the Debtors is (and each 

officer, or member of the board of directors of the Reorganized Debtors shall be) authorized to issue, 

execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other 

agreements or documents and take such actions as may be necessary or appropriate to effectuate, 

implement, and further evidence the terms and conditions of the Plan and the securities issued pursuant to 

the Plan in the name of and on behalf of the Reorganized Debtors, all of which shall be authorized and 

approved in all respects, in each case, without the need for any approvals, authorization, consents, or any 

further action required under applicable law, regulation, order, or rule (including any action by the 

stockholders or directors of the Debtors or the Reorganized Debtors) except for those expressly required 

pursuant to the Plan. 

(c) All matters provided for herein involving the corporate structure of the Debtors or 

Reorganized Debtors, or any corporate action required by the Debtors or Reorganized Debtors in connection 

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herewith shall be deemed to have occurred and shall be in effect, without any requirement of further action 

by the stockholders or directors of the Debtors or Reorganized Debtors, and with like effect as though such 

action had been taken unanimously by the stockholders of the Debtors or Reorganized Debtors. 

6.2 Continued Corporate Existence. Except as otherwise provided in this Plan 

(including pursuant to the Restructuring Transactions), the Debtors shall continue to exist after the Effective 

Date as Reorganized Debtors in accordance with the applicable laws of the respective jurisdictions in which 

they are incorporated or organized. On or after the Effective Date, without prejudice to the rights of any 

party to a contract or other agreement with any Reorganized Debtor, each Reorganized Debtor may, in its 

sole discretion, take such action as permitted by applicable law and such Reorganized Debtor’s 

organizational documents, as such Reorganized Debtor may determine is reasonable and appropriate, 

including causing: (i) the legal name of a Reorganized Debtor to be changed; (ii) the closure of a 

Reorganized Debtor’s Chapter 11 Case on the Effective Date or any time thereafter; or (iii) Reorganized 

HoldCo to amend its charter so as to prevent the acquisition, sale, or other transaction of any class or classes 

of stock of Reorganized HoldCo, other than pursuant to the Plan, for the purpose of preserving the tax 

attributes of the Reorganized Debtors if such acquisition, sale, or other transaction would result in an 

increase in the amount stock of Reorganized HoldCo beneficially owned (as determined for applicable tax 

purposes) by any person or group of persons that owns, or as a result of such acquisition, sale, or other 

transaction would own, at least 4.75% of any class or classes of stock of Reorganized HoldCo. 

6.3 The Subrogation Wildfire Trust. 

(a) On or before the Effective Date, the Subrogation Wildfire Trust shall be 

established by the Subrogation Wildfire Trustee and on the Effective Date or as soon as reasonably 

practicable thereafter, the Reorganized Debtors shall fund the Subrogation Wildfire Trust as provided in 

Section 4.22(b) hereof. In accordance with the Subrogation Wildfire Trust Agreement and the Subrogation 

Wildfire Trust Claims Distribution Procedures, each of which shall become effective as of the Effective 

Date, the Subrogation Wildfire Trust shall administer, process, settle, resolve, liquidate, satisfy, and pay all 

Subrogation Wildfire Claims. All Subrogation Wildfire Claims shall be channeled to the Subrogation 

Wildfire Trust and shall be subject to the Channeling Injunction. 

(b) Each trust comprising the Subrogation Wildfire Trust is intended to be treated, and 

shall be reported, as a “qualified settlement fund” for U.S. federal income tax purposes and shall be treated 

consistently for state and local tax purposes, to the extent applicable; provided, however, that the 

Reorganized Debtors may elect to treat any trust comprising the Subrogation Wildfire Trust as a “grantor 

trust” for U.S. federal income tax purposes, in which case each such trust shall be treated consistently for 

state and local tax purposes, to the extent applicable. The Subrogation Wildfire Trustee and all holders of 

Subrogation Wildfire Claims shall report consistently with the foregoing. The Subrogation Wildfire 

Trustee shall be the “administrator,” within the meaning of Treasury Regulations Section 1.468B-2(k)(3), 

of the Subrogation Wildfire Trust and, in such capacity, the Subrogation Wildfire Trustee shall be 

responsible for filing all tax returns of the Subrogation Wildfire Trust and, out of the assets of the 

Subrogation Wildfire Trust, the payment of any taxes due with respect to trust assets or otherwise imposed 

on the Subrogation Wildfire Trust (including any tax liability arising in connection with the distribution of 

trust assets), and shall be permitted to sell any assets of the Subrogation Wildfire Trust to the extent 

necessary to satisfy such tax liability (including any tax liability arising in connection with such sale). 

(c) Except as otherwise provided in the Subrogation Wildfire Trust Agreement, or the 

Subrogation Wildfire Claim Allocation Agreement, the Subrogation Wildfire Trustee will make the 

applicable distribution under the Subrogation Wildfire Trust Agreement and, subject to Bankruptcy Rule 

2002, at: (i) the address of such holder on the books and records of the Debtors or their agents; (ii) the 

address provided by such holder on its most recent proof of claim, or (iii) the address in any written notice 

of address change delivered to the Debtors prior to the Effective Date, or the Subrogation Wildfire Trustee 

after the Effective Date, including any addresses included on any transfers of Claim filed pursuant to 

Bankruptcy Rule 3001. In the event that any distribution to any holder is returned as undeliverable, no 

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distribution or payment to such holder shall be made unless and until the Subrogation Wildfire Trustee has 

been notified of the then-current address of such holder, at which time or as soon as reasonable practicable 

thereafter, such distribution shall be made to such holder without interest. 

(d) The Subrogation Wildfire Trustee may request an expedited determination of taxes 

under section 505(b) of the Bankruptcy Code for all tax returns filed by or on behalf of the Subrogation 

Wildfire Trust through the termination of the Subrogation Wildfire Trust. 

6.4 Subrogation Wildfire Trustee. 

(a) Powers and Duties of Trustee. The powers and duties of the Subrogation Wildfire 

Trustee shall include, but shall not be limited to, those responsibilities vested in the Subrogation Wildfire 

Trustee pursuant to the terms of the Subrogation Trust Agreement, or as may be otherwise necessary and 

proper to (i) make distributions to holders of Subrogation Wildfire Claims in accordance with the terms of 

the Plan, Subrogation Trust Agreement, and Subrogation Wildfire Claim Allocation Agreement and (ii) 

carry out the provisions of the Plan relating to the Subrogation Wildfire Trust and the Subrogation Wildfire 

Claims. The Trustee shall maintain good and sufficient books and records relating to each Subrogation 

Wildfire Claim, including the identity of the owner of each Subrogation Wildfire Claim and the amount 

and date of all Distributions made on account of each such Subrogation Wildfire Claim. 

(b) The Subrogation Wildfire Trustee shall cooperate fully with the Reorganized 

Debtors in connection with the preparation and filing by the Reorganized Debtors of any tax returns, claims 

for refunds, or other tax filings, and any tax proceedings, to the extent relating to any transfers to, 

distributions by, or the operations of the Subrogation Wildfire Trust. 

6.5 Subrogation Trust Advisory Board. 

(a) Appointment of Subrogation Trust Advisory Board. The Subrogation Trust 

Advisory Board shall consist of three (3) initial members selected by holders of Subrogation Wildfire 

Claims in accordance with the Subrogation Trust Agreement and the Subrogation Wildfire Claim 

Allocation Agreement. 

(b) Powers and Duties of Subrogation Trust Advisory Board. The Subrogation Trust 

Advisory Board shall, as and when requested by the Subrogation Wildfire Trustee, or as is otherwise either 

(i) required under the Plan, the Confirmation Order, the Subrogation Trust Agreement or (ii) contemplated 

by the Subrogation Wildfire Claim Allocation Agreement, consult with and advise the Subrogation Wildfire 

Trustee as to the administration and management of the Subrogation Wildfire Trust in accordance with the 

terms of this Plan, the Confirmation Order, and/or the Subrogation Trust Agreement. 

(c) The Subrogation Wildfire Trust Advisory Board shall be appointed on the 

Effective Date. The rights and responsibilities of the Subrogation Wildfire Trust Advisory Board shall be 

set forth in the Subrogation Wildfire Trust Agreement. 

6.6 The Fire Victim Trust. 

(a) On or before the Effective Date, the Fire Victim Trust shall be established. In 

accordance with the Plan, the Confirmation Order, the Fire Victim Trust Agreement and the Fire Victim 

Claims Resolution Procedures, the Fire Victim Trust shall administer, process, settle, resolve, liquidate, 

satisfy, and pay all Fire Victim Claims. All Fire Victim Claims shall be channeled to the Fire Victim Trust 

and shall be subject to the Channeling Injunction. The Fire Victim Trust shall be funded with the Aggregate 

Fire Victim Consideration. 

(b) Each trust comprising the Fire Victim Trust is intended to be treated, and shall be 

reported, as a “qualified settlement fund” for U.S. federal income tax purposes and shall be treated 

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consistently for state and local tax purposes, to the extent applicable; provided, however, that the 

Reorganized Debtors may elect to treat any trust comprising the Fire Victim Trust as a “grantor trust” for 

U.S. federal income tax purposes, in which case each such trust shall be treated consistently for state and 

local tax purposes, to the extent applicable. The Fire Victim Trustee and all holders of Fire Victim Claims 

shall report consistently with the foregoing. The Fire Victim Trustee shall be the “administrator,” within 

the meaning of Treasury Regulations Section 1.468B-2(k)(3), of the Fire Victim Trust and, in such capacity, 

the Fire Victim Trustee shall be responsible for filing all tax returns of the Fire Victim Trust and, out of the 

assets of the Fire Victim Trust, the payment of any taxes due with respect to trust assets or otherwise 

imposed on the Fire Victim Trust (including any tax liability arising in connection with the distribution of 

trust assets), shall be permitted to sell any assets of the Fire Victim Trust to the extent necessary to satisfy 

such tax liability (including any tax liability arising in connection with such sale). 

(c) On the Effective Date, the Fire Victim Claims Resolution Procedures shall become 

effective. As set forth more fully in the Fire Victim Trust Agreement and the Fire Victim Claims Resolution 

Procedures, the Fire Victim Trust shall receive a credit against any Fire Victim Claim for the amount that 

any holder of such Fire Victim Claim, its predecessor, successor, or assignee received or shall receive from 

any insurance company under and pursuant to the terms and coverage provisions of any insurance policy 

for losses resulting from a Fire. 

6.7 Fire Victim Trustee 

(a) Powers and Duties of Trustee. The powers and duties of the Fire Victim Trustee 

shall include, but shall not be limited to, those responsibilities vested in the Fire Victim Trustee pursuant 

to the terms of the Fire Victim Trust Agreement, or as may be otherwise necessary and proper to (i) make 

distributions to holders of Fire Victim Claims in accordance with the terms of the Plan and the Fire Victim 

Trust Agreement and (ii) carry out the provisions of the Plan relating to the Fire Victim Trust and the Fire 

Victim Claims. The Trustee shall maintain good and sufficient books and records relating to each Fire 

Victim Claim, including the identity of the owner of each Fire Victim Claim and the amount and date of all 

Distributions made on account of each such Fire Victim Claim. 

(b) The Fire Victim Trustee shall cooperate fully with the Reorganized Debtors in 

connection with the preparation and filing by the Reorganized Debtors of any tax returns, claims for refunds, 

or other tax filings, and any tax proceedings, to the extent relating to any transfers to, distributions by, or 

the operations of the Fire Victim Trust. 

(c) Except as otherwise provided in the Fire Victim Trust Agreement, or the Fire 

Victim Claims Resolution Procedures, the Fire Victim Trustee will make the applicable distribution under 

the Fire Victim Trust Agreement and, subject to Bankruptcy Rule 2002, at: (i) the address of such holder 

on the books and records of the Debtors or their agents; (ii) the address provided by such holder on its most 

recent proof of claim, or (iii) the address in any written notice of address change delivered to the Debtors 

prior to the Effective Date, or the Fire Victim Trustee after the Effective Date, including any addresses 

included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001. In the event that any 

distribution to any holder is returned as undeliverable, no distribution or payment to such holder shall be 

made unless and until the Fire Victim Trustee has been notified of the then-current address of such holder, 

at which time or as soon as reasonable practicable thereafter, such distribution shall be made to such holder 

without interest. 

(d) Given that the amount of the Fire Victim Trust is limited, the Fire Victim 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. The Fire Victim 

Trustee shall release reserves only when appropriate and it is clear that claimants will receive equitable 

distributions as described below. 

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

appropriate reserve, the Fire Victim 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 Trust administration 

after equal percentage payments have been made on Allowed Fire Victim Claims. 

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

Victim Trust, the excess funds remaining in the Fire Victim Trust shall be paid to the Go-Forward Wildfire 

Trust. 

(g) The Fire Victim Trustee may request an expedited determination of taxes under 

section 505(b) of the Bankruptcy Code for all tax returns filed by or on behalf of the Fire Victim Trust 

through the termination of the Fire Victim Trust. 

6.8 Fire Victim Trust Oversight Committee 

(a) Appointment of Fire Victim Trust Oversight Committee. The Fire Victim Trust 

Oversight Committee shall consist of the number of members and be appointed in accordance with the Fire 

Victim Trust Agreement. The Fire Victim Trust Oversight Committee shall be appointed on the Effective 

Date. 

(b) Powers and Duties of Fire Victim Trust Oversight Committee. The Fire Victim 

Trust Oversight Committee shall consult with and advise the Fire Victim Trustee as to the administration 

and management of the Fire Victim Trust in accordance with the terms of this Plan, the Confirmation Order, 

and/or the Fire Victim Trust Agreement. The rights and responsibilities of the Fire Victim Trust Oversight 

Committee shall be set forth in the Fire Victim Trust Agreement. 

6.9 Public Entities Segregated Defense Fund. 

(a) On the Effective Date, the Reorganized Debtors shall fund the Public Entities 

Segregated Defense Fund in accordance with the terms of the Public Entities Plan Support Agreements. 

(b) The Public Entities Segregated Defense Fund shall be maintained by the 

Reorganized Debtors until the later of (i) the expiration of the applicable statute of limitations period for 

any and all Public Entities Third Party Claims and (ii) the conclusion of all litigation, including appeals, 

involving all Public Entities Third Party Claims. 

6.10 Ad Hoc Committee Professional Fees. On the Effective Date, as part of the good 

faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan, 

the Reorganized Debtors shall pay the reasonable and documented fees and expenses of the Ad Hoc 

Committee Professionals, and the entry of the Confirmation Order shall constitute the Bankruptcy Court’s 

approval of the Ad Hoc Committee Professional Fees. 

6.11 Go-Forward Wildfire Fund. 

(a) On the Effective Date, the Reorganized Debtors shall contribute, in accordance 

with the Wildfire Legislation (A.B. 1054), an initial contribution of approximately $4.8 billion and first 

annual contribution of approximately $193 million, to the Go-Forward Wildfire Fund in order to secure the 

participation of the Reorganized Debtors therein. 

(b) The Reorganized Debtors shall also be responsible for ongoing funding 

commitments to the Go-Forward Wildfire Fund as required by the terms thereof and the Wildfire 

Legislation (A.B. 1054). 

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6.12 Officers and Board of Directors. 

(a) New Board of Reorganized Holdco. On the Effective Date and for a period of two 

(2) years thereafter, the New Board of Reorganized HoldCo shall consist of nine (9) directors, comprising 

the chief executive officer of Reorganized HoldCo and eight (8) other directors. From the second 

anniversary of the Effective Date through the fifth anniversary of the Effective Date, the New Board of 

HoldCo shall consist of at least nine (9) directors and no more than eleven (11) directors. The chief 

executive officer of Reorganized HoldCo shall be a director on the New Board of Reorganized HoldCo, but 

shall not be the chairperson of the New Board of Reorganized HoldCo. The remaining directors of the New 

Board of Reorganized HoldCo shall be appointed on the Effective Date, as provided in the Plan Supplement, 

and elected annually thereafter in the following manner: 

(i) One (1) director shall be designated by IBEW Local 1245;

(ii) One (1) director shall be designated by TURN, on behalf of ratepayers;

(iii) One (1) director shall be designated by the Fire Victim Trust Oversight 

Committee; and

(iv) Each remaining director shall be elected by the holders of the New 

HoldCo Common Stock. 

(b) New Board of the Reorganized Utility. The New Board of the Reorganized Utility 

shall consist of the directors of the New Board of Reorganized HoldCo. The chairperson of the New Board 

of Reorganized HoldCo shall not be the chairperson of the New Board of the Reorganized Utility. 

(c) The New Boards of Reorganized HoldCo and the Reorganized Utility shall consist 

of a diverse set of individuals (including, among other things, in compliance 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 or clean energy. The New Boards shall, among other things, satisfy the 

requirements of the Wildfire Legislation (A.B. 1054) and other applicable law, including with respect to 

directors having appropriate experience in safety, finance and utility operations. The composition of the 

New Board shall be disclosed in the Plan Supplement in accordance with section 1129(a)(5) of the 

Bankruptcy Code. 

(d) The initial officers of each of the respective Reorganized Debtors on and after the 

Effective Date shall be identified in the Plan Supplement. 

(e) Except to the extent that a member of the board of directors of a Debtor continues 

to serve as a director of the respective Reorganized Debtor on and after the Effective Date, the members of 

the board of directors of each Debtor prior to the Effective Date, in their capacities as such, shall have no 

continuing obligations to the Reorganized Debtors on or after the Effective Date and each such director will 

be deemed to have resigned or shall otherwise cease to be a director of the applicable Debtor on the Effective 

Date. 

(f) Commencing on the Effective Date, the directors of each of the Reorganized 

Debtors shall be elected and serve pursuant to the terms of the applicable organizational documents of such 

Reorganized Debtor and may be replaced or removed in accordance with such organizational documents. 

The New Organizational Documents shall incorporate the terms provided in this section. 

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6.13 [Management Incentive Plan. On or after the Effective Date, the Management 

Incentive Plan may be established and implemented at the discretion of the New Board and in compliance 

with the Wildfire Legislation (A.B. 1054).]12

6.14 Cancellation of Existing Securities and Agreements. 

(a) Except for the purpose of enabling holders of Allowed Claims to receive a 

distribution under the Plan as provided herein and except as otherwise set forth in this Plan, the Plan 

Supplement or the Confirmation Order, on the Effective Date, all agreements, instruments, and other 

documents evidencing any prepetition Claim or and any rights of any holder in respect thereof shall be 

deemed cancelled, discharged, and of no force or effect. For the avoidance of doubt, in accordance with 

applicable sections of the Plan, none of the HoldCo Common Interests, the HoldCo Other Interests, the 

Utility Long-Term Senior Notes, Utility Preferred Interests, or the Utility Common Interests shall be 

cancelled pursuant to the Plan. The holders of, or parties to, such cancelled instruments, Securities, and 

other documentation shall have no rights arising from or related to such instruments, Securities, or other 

documentation or the cancellation thereof, except the rights provided for pursuant to this Plan. 

(b) The Funded Debt Trustees, except for the Utilities Senior Notes Trustee, solely in 

its capacity as the indenture trustee for the Utility Long-Term Senior Notes, shall be released and 

discharged from all duties and responsibilities under the applicable Funded Debt Documents; provided, that 

notwithstanding the releases in Article X of the Plan, the entry of the Confirmation Order or the occurrence 

of the Effective Date, each of the Funded Debt Documents or agreement that governs the rights of the holder 

of a Claim or Interest shall continue in effect to the extent necessary to: (i) enforce the rights, Claims, and 

interests of the Funded Debt Trustees thereto vis-a-vis any parties other than the Released Parties; (ii) allow 

the holders of Funded Debt Claims, as applicable, to receive distributions under the Plan, to the extent 

provided for under the Plan; (iii) appear to be heard in the Chapter 11 Cases or in any proceedings in this 

Court or any other court; (iv) preserve any rights of the Funded Debt Trustees to payment of fees, expenses, 

and indemnification obligations from or on any money or property to be distributed in respect of the 

Allowed Funded Debt Claims, solely to the extent provided in the Plan; and (v) enforce any obligation 

owed to the Funded Debt Trustees under the Plan. 

6.15 Cancellation of Certain Existing Security Agreements. Promptly following the 

payment in full or other satisfaction of an Allowed Other Secured Claim, the holder of such Allowed Other 

Secured Claim shall deliver to the Debtors or Reorganized Debtors, as applicable, any Collateral or other 

property of a Debtor held by such holder, together with any termination statements, instruments of 

satisfaction, or releases of all security interests with respect to its Allowed Other Secured Claim that may 

be reasonably required to terminate any related financing statements, mortgages, mechanics’ or other 

statutory Liens, or lis pendens, or similar interests or documents. 

6.16 Issuance of New HoldCo Common Stock. Following confirmation of the Plan, 

the Debtors shall enter into the New HoldCo Common Stock Purchase Agreement. On the Effective Date, 

Reorganized HoldCo shall consummate the New HoldCo Common Stock Investment and issue the New 

HoldCo Common Stock on the terms set forth in the New HoldCo Common Stock Purchase Agreement, 

without the need for any further corporate, limited liability company, or shareholder action. All of the New 

HoldCo Common Stock distributed under the Plan shall be duly authorized, validly issued, and fully paid 

and non-assessable. On the Effective Date, the Reorganized Debtors shall issue New HoldCo Common 

Stock valued at $12.75 billion (at plan value) to the Fire Victim Trust as provided herein and the 

Subrogation Wildfire Trust to the extent applicable, with such New HoldCo Common Stock representing 

 

12 A Management Incentive Plan may be necessary to satisfy the management compensation requirements under the 

Wildfire Legislation (A.B. 1054). The Plan Proponents are not aware if the Debtors have already prepared a 

Management Incentive Plan. The terms of the Management Incentive Plan are to be determined. 

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40.6% of the post-Effective Date HoldCo Common Interests on a fully diluted basis (assuming that the total 

value of New HoldCo Common Stock issued to the Fire Victim Trust as part of the Aggregate Fire Victim 

Consideration and the Subrogation Wildfire Trust pursuant to Section 4.23 of the Plan on the Effective Date 

is equal to $12.75 billion); provided, that such fully diluted ownership percentage will be adjusted according 

to the final amount of the Aggregate Fire Victim Consideration determined as provided in Section 1.9. 

6.17 Issuance of New HoldCo Senior Notes. Following confirmation of the Plan, the 

Debtors shall enter into the New HoldCo Senior Notes Documents. On the Effective Date, Reorganized 

HoldCo shall consummate the New HoldCo Senior Notes Investment and issue the New HoldCo Senior 

Notes on the terms set forth in the New HoldCo Senior Notes Purchase Agreement and the New HoldCo 

Senior Notes Documents, without the need for any further corporate, limited liability company, or 

shareholder action. 

6.18 Issuance of New Utility Secured Notes. Following confirmation of the Plan, the 

Debtors shall enter into the New Utility Secured Notes Documents. On the Effective Date, the Reorganized 

Utility shall consummate the New Utility Secured Notes Investment and issue the New Utility Secured 

Notes to (a) third party investors and (b) to the extent the Reorganized Utility fails to issue all or a portion 

of the New Utility Secured Notes to third party investors, the members of the Ad Hoc Committee in the 

amount of any such shortfall on the terms set forth in the New Utility Secured Notes Purchase Agreement 

and the New Utility Secured Notes Documents, without the need for any further corporate, limited liability 

company, or shareholder action. 

6.19 Payment of Commitment Fees. On the Effective Date, the Reorganized Debtors 

will pay the Commitment Fees applicable to the New HoldCo Common Stock Investment, the New HoldCo 

Senior Notes Investment, and the New Utility Secured Notes Investment to the Commitment Parties as set 

forth in the Commitment Letter. 

6.20 Rights Offering. Following approval by the Bankruptcy Court of the Rights 

Offering Procedures and, if the offer, issuance and distribution of Securities pursuant to the Rights Offering 

is to be registered under the Securities Act, effectiveness of an appropriate registration statement registering 

such offer, issuance and distribution under the Securities Act, the Debtors shall commence and consummate 

the Rights Offering in accordance with the Rights Offering Procedures. New HoldCo Common Stock shall 

be issued to each Eligible Offeree that exercises its respective subscription rights pursuant to the Rights 

Offering Procedures and the Plan. The consummation of the Rights Offering shall be conditioned on the 

occurrence of the Effective Date. Amounts held by the subscription agent with respect to the Rights 

Offering prior to the Effective Date shall not be entitled to any interest on account of such amounts and no 

Eligible Offeree participating in the Rights Offering shall have any rights in New HoldCo Common Stock 

until the Rights Offering is consummated. 

6.21 Prohibition Against Rate Increases. The Debtors and the Reorganized Debtors 

will not seek to recover the contributions made to the Fire Victim Trust, the Subrogation Wildfire Trust or 

the Go-Forward Wildfire Fund, either directly or indirectly, through rate increases. 

6.22 Key Operating Businesses. The New Organizational Documents shall provide 

that the Reorganized Debtors shall not sell, and shall oppose any attempt to municipalize, any portion of 

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

that this provision shall not apply to any owned, including currently occupied, real estate. For the avoidance 

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of doubt, this restriction will not limit any change in control transaction relating to Reorganized HoldCo, 

including, without limitation, a merger, tender offer or similar transaction. 

6.23 Rate Neutrality. To ensure the rate neutrality of the Plan, the Debtors and 

Reorganized Debtors:

(a) Shall not seek a return of equity exceeding 10.25% or to alter the current authorized 

capital structure for a period of three (3) years after the Effective Date; 

(b) Shall ensure that the cost of debt capital passed through to ratepayers under the 

Plan shall be equal to or less than the costs currently passed through to ratepayers; 

(c) Shall not seek to recover for any Fire Claims from ratepayers; and 

(d) Shall neither issue nor seek authority to issue securitized bonds or any similar 

instruments secured by statutorily-imposed ratepayer charges, whether under S.B. 901, Wildfire Legislation 

(A.B. 1054) or otherwise, in connection with the payment of Fire Claims or the contributions to the GoForward Wildfire Fund. 

6.24 Utility Consumer Rate Credit. The Reorganized Debtors shall provide for the 

sale of certain key real estate assets of the Reorganized Debtors to allow for up to a $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. 

6.25 Rebranding. For the first sixty (60) days following the Effective Date, all 

employees of the Reorganized Utility shall have the opportunity to submit recommendations for renaming 

or rebranding the Reorganized Utility. If, after a period of ninety (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.” 

6.26 Securities Act Registrations or Exemptions. 

(a) The offer, issuance and distribution of the New HoldCo Common Stock, New 

HoldCo Senior Notes, New Utility Secured Notes and other Securities as provided hereunder may be 

exempt from registration under (i) the Securities Act of 1933 and all rules and regulations promulgated 

thereunder and (ii) any state or local law requiring registration for the offer, issuance, or distribution of 

Securities, pursuant to section 1145 of the Bankruptcy Code, without further act or action by any Entity, 

pursuant to another available exemption from registration, such as section 4(a)(2) of the Securities Act 

and/or Regulation D promulgated thereunder, or pursuant to Article III of the Securities Act, or such offer, 

issuance and distribution may be registered under the Securities Act pursuant to an appropriate registration 

statement. Any offer, issuance and distribution of Securities pursuant to the Commitment Letter may be 

exempt from registration pursuant to section 4(a)(2) of the Securities Act and/or Regulation D promulgated 

thereunder. 

(b) Under section 1145 of the Bankruptcy Code, any securities issued under the Plan 

that are exempt from such registration pursuant to section 1145(a) of the Bankruptcy Code will be freely 

tradable by the recipients thereof, subject to (i) the provisions of section 1145(b)(1) of the Bankruptcy Code 

relating to the definition of an underwriter in section 2(a)(11) of the Securities Act of 1933, (ii) compliance 

with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time 

of any future transfer of such securities or instruments, (iii) the restrictions, if any, on the transferability of 

such securities and instruments, including any restrictions on the transferability under the terms of the New 

Organizational Documents, (iv) any applicable procedures of DTC, and (v) applicable regulatory approval. 

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ARTICLE VII.

PROCEDURES FOR DISPUTED CLAIMS 

7.1 Objections to Claims. Except as otherwise provided herein, in the Claims 

Resolution Procedures, the [Subrogation Claims RSA], and in the Fire Trust Agreements, the Reorganized 

Debtors, with the consent of the Plan Proponents shall be entitled to object to Claims other than Fire Claims, 

which objections shall be governed by the Fire Victim Claims Resolution Procedures, and other than 

Subrogation Wildfire Claims, which objections shall be governed by the Subrogation Wildfire Claims 

Resolution Procedures. The Subrogation Wildfire Trustee shall be entitled to object to Subrogation 

Wildfire Claims. Any objections to Claims shall be served and filed on or before the later of (i) one-hundred 

and eighty (180) days after the Effective Date and (ii) such later date as may be fixed by the Bankruptcy 

Court (as the same may be extended by the Bankruptcy Court for cause shown). 

7.2 Resolution of Disputed Administrative Expense Claims and Disputed Claims. 

Except as otherwise provided for in the Plan, in the Claims Resolution Procedures or in the Fire Trust 

Agreements, on and after the Effective Date, the Reorganized Debtors, with the consent of the Plan 

Proponents shall have the authority to compromise, settle, otherwise resolve, or withdraw any objections 

to Disputed Administrative Expense Claims or Disputed Claims and to compromise, settle, or otherwise 

resolve any Disputed Administrative Expense Claims and Disputed Claims without approval of the 

Bankruptcy Court, other than with respect to any Professional Fee Claims. On and after the Effective Date, 

the Subrogation Wildfire Trustee shall have the authority to compromise, settle, otherwise resolve, or 

withdraw any objections to Disputed Subrogation Wildfire Claims without approval of the Bankruptcy 

Court. Notwithstanding the foregoing, and for the avoidance of doubt, Subrogation Wildfire Claims and 

Fire Victim Claims may only be compromised, settled, or resolved pursuant to the applicable Claims 

Resolution Procedures and Fire Trust Agreement. 

7.3 Payments and Distributions with Respect to Disputed Claims. 

Notwithstanding anything herein to the contrary, if any portion of a Claim is a Disputed Claim, no payment 

or distribution provided hereunder shall be made on account of such Claim (including on account of the 

non-Disputed portion of such Claim) unless and until such Disputed Claim becomes an Allowed Claim. 

7.4 Distributions After Allowance. After such time as a Disputed Claim becomes, 

in whole or in part, an Allowed Claim, the holder thereof shall be entitled to distributions, if any, to which 

such holder is then entitled as provided in this Plan. Such distributions shall be made as soon as practicable 

after the date that the order or judgment of the Bankruptcy Court allowing such Disputed Claim (or portion 

thereof) becomes a Final Order. 

7.5 Disallowance of Claims. Any Claims held by an Entity from which property is 

recoverable under sections 542, 543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer 

avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, as 

determined by a Final Order, shall be deemed disallowed pursuant to section 502(d) of the Bankruptcy 

Code, and holders of such Claims may not receive any distributions on account of such Claims until such 

time as such Causes of Action against that Entity have been settled or a Final Order with respect thereto 

has been entered and all sums due, if any, to the Debtors by that Entity have been turned over or paid to the 

Debtors or the Reorganized Debtors. Except as otherwise provided herein or by an order of the Bankruptcy 

Court, all proofs of Claim filed after the Effective Date shall be disallowed and forever barred, estopped, 

and enjoined from assertion, and shall not be enforceable against any Reorganized Debtor, without the need 

for any objection by the Reorganized Debtors or any further notice to or action, order, or approval of the 

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Bankruptcy Court, other than a claim for damages arising from the rejection of an executory contract or 

unexpired lease. 

ARTICLE VIII.

EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

8.1 General Treatment. 

(a) As of, and subject to, the occurrence of the Effective Date and the payment of any 

applicable Cure Amount, all executory contracts and unexpired leases of the Reorganized Debtors shall be 

deemed assumed, unless such executory contract or unexpired lease (i) was previously assumed or rejected 

by the Debtors, pursuant to a Final Order, (ii) previously expired or terminated pursuant to its own terms 

or by agreement of the parties thereto, (iii) is the subject of a motion to assume, assume and assign, or reject 

filed by the Debtors, with the consent of the Plan Proponents, on or before the Confirmation Date, or (iv) 

is specifically designated as an executory contract or unexpired lease to be rejected on the Schedule of 

Rejected Contracts, which shall be in form and substance acceptable to the Plan Proponents. 

Notwithstanding the foregoing, as of and subject to the occurrence of the Effective 

Date and the payment of any applicable Cure Amount, all power purchase agreements, renewable energy 

power purchase agreements, and Community Choice Aggregation servicing agreements of the Debtors shall 

be deemed assumed. 

(b) Subject to the occurrence of the Effective Date, entry of the Confirmation Order 

by the Bankruptcy Court shall constitute approval of the assumptions, assumptions and assignments, or 

rejections provided for in this Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each 

executory contract and unexpired lease assumed pursuant to this Plan shall vest in, and be fully enforceable 

by, the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisions 

of this Plan, any order of the Bankruptcy Court authorizing and providing for its assumption or assumption 

and assignment, or applicable law. 

8.2 Determination of Cure Disputes and Deemed Consent. 

(a) Any monetary defaults under an assumed or assumed and assigned executory 

contract or unexpired lease, shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by 

payment of the default amount, as reflected in the applicable cure notice, in Cash on the Effective Date, 

subject to the limitations described below, or on such other terms as the parties to such executory contracts 

or unexpired leases and the Debtors may otherwise agree. 

(b) At least fourteen (14) days before the Confirmation Hearing, the Debtors, with the 

consent of the Plan Proponents shall distribute, or cause to be distributed, assumption and cure notices to 

the applicable third parties. Any objection by a counterparty to an executory contract or unexpired 

lease to the proposed assumption, assumption and assignment, or related Cure Amount must be filed, 

served, and actually received by the Debtors at least seven (7) days before the Confirmation Hearing. 

Any counterparty to an executory contract or unexpired lease that fails to object timely to the proposed 

assumption, assumption and assignment, or Cure Amount will be deemed to have assented to such 

assumption, assumption and assignment, or Cure Amount. Notwithstanding anything herein to the contrary, 

in the event that any executory contract or unexpired lease is removed from the Schedule of Rejected 

Contracts after such fourteen (14)-day deadline, a cure notice with respect to such executory contract or 

unexpired lease will be sent promptly to the counterparty thereof and a noticed hearing set to consider 

whether such executory contract or unexpired lease can be assumed or assumed and assigned, as applicable. 

(c) In the event of an unresolved dispute regarding (i) any Cure Amount, (ii) the ability 

of the Reorganized Debtors or any assignee to provide “adequate assurance of future performance” (within 

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the meaning of section 365 of the Bankruptcy Code) under the executory contract or unexpired lease to be 

assumed, or (iii) any other matter pertaining to assumption, assumption and assignment, or the Cure 

Amounts required by section 365(b)(1) of the Bankruptcy Code, such dispute shall be resolved by a Final 

Order (which order may be the Confirmation Order). 

(d) If the Bankruptcy Court makes a determination regarding any of the matters set 

forth in Section 8.2(c) above with respect to any executory contract or unexpired lease is greater than the 

amount set forth in the applicable cure notice, as set forth in Section 8.8(a) below, the Debtors or 

Reorganized Debtors, as applicable, with the consent of the Plan Proponents, shall have the right to alter 

the treatment of such executory contract or unexpired lease, including, without limitation, to add such 

executory contract or unexpired lease to the Schedule of Rejected Contracts, in which case such executory 

contract or unexpired lease shall be deemed rejected as of the Effective Date. 

(e) Assumption or assumption and assignment of any executory contract or unexpired 

lease pursuant to the Plan or otherwise shall result in the full release and satisfaction of any Claims and 

Causes of Action against any Debtor or defaults by any Debtor, whether monetary or nonmonetary, 

including those arising under sections 503(b)(9) or 546(c) of the Bankruptcy Code, defaults of provisions 

restricting the change in control or ownership interest composition or other bankruptcy-related defaults, 

arising under any assumed executory contract or unexpired lease at any time before the date that the Debtors 

assume or assume and assign such executory contract or unexpired lease. Any proofs of Claim filed with 

respect to an executory contract or unexpired lease that has been assumed or assumed and assigned shall be 

deemed disallowed and expunged, without further notice to or action, order, or approval of the Bankruptcy 

Court. 

8.3 Rejection Damages Claims. In the event that the rejection of an executory 

contract or unexpired lease hereunder results in damages to the other party or parties to such 

contract or lease, any Claim for such damages, if not heretofore evidenced by a timely filed proof of 

Claim, shall be forever barred and shall not be enforceable against the Debtors or the Reorganized 

Debtors, or their respective estates, properties or interests in property, unless a proof of Claim is filed 

with the Bankruptcy Court and served upon the Debtors or the Reorganized Debtors, as applicable, 

and the Plan Proponents no later than thirty (30) days after the later of (i) the Confirmation Date or 

(ii) the effective date of the rejection of such executory contract or unexpired lease, as set forth on the 

Schedule of Rejected Contracts or order of the Bankruptcy Court. The Confirmation Order shall 

constitute the Bankruptcy Court’s approval of the rejection of all the leases and contracts identified 

in the Schedule of Rejected Contracts. 

8.4 Assumption of Employee Benefit Plans. On the Effective Date, all Employee 

Benefit Plans are deemed to be, and shall be treated as, executory contracts under this Plan and, on the 

Effective Date, shall be assumed with their existing terms pursuant to sections 365 and 1123 of the 

Bankruptcy Code; provided, however, the Debtors and Reorganized Debtors, as applicable, shall make any 

and all contributions necessary to satisfy any minimum funding requirements under 29 U.S.C. § 1082 and 

26 U.S.C. § 430; provided, further, that the following Employee Benefit Plans shall be modified on or a 

reasonable period after the Effective Date:

(a) The New Boards shall revise the current long term incentive compensation plans 

of Reorganized HoldCo and the Reorganized Utility by increasing the proportion of awards subject to 

performance-based vesting criteria. Performance criteria for awards shall be modified by increasing or 

implementing performance weightings that are based on achievement of public safety, infrastructure 

hardening and other related strategic long term objectives. 

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8.5 Collective Bargaining Agreements. 

(a) On or prior to the Effective Date, and subject to the occurrence of the Effective 

Date, the Reorganized Debtors shall assume the Collective Bargaining Agreements, including as modified 

herein. 

(b) Upon confirmation, the Debtors shall enter into an agreement with IBEW Local 

1245 with such agreement to become effective only upon the occurrence of the Effective Date, extending 

the IBEW Collective Bargaining Agreements 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 Collective Bargaining 

Agreements; provided, that 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.

8.6 Insurance Policies. 

(a) All Insurance Policies (including all D&O Liability Insurance Policies and tail 

coverage liability insurance) to which any Debtor is a party as of the Effective Date shall be deemed to be 

and treated as executory contracts and shall be assumed by the applicable Debtors or Reorganized Debtor 

and shall continue in full force and effect thereafter in accordance with their respective terms. 

8.7 Reservation of Rights. 

(a) The Plan Proponents may amend the Schedule of Rejected Contracts and any cure 

notice until the later of (i) through 4:00 p.m. (Pacific Time) on the Business Day immediately prior to the 

commencement of the Confirmation Hearing or (ii) if Section 8.2(d) is applicable, the Business Day seven 

(7) Business Days following the determination by the Bankruptcy Court, in order to add, delete, or reclassify 

any executory contract or unexpired lease; provided, that if the Confirmation Hearing is adjourned for a 

period of more than two (2) consecutive calendar days, the Plan Proponents’ right to amend such schedules 

and notices shall be extended to 4:00 p.m. (Pacific Time) on the Business Day immediately prior to the 

adjourned date of the Confirmation Hearing, with such extension applying in the case of any and all 

subsequent adjournments of the Confirmation Hearing. 

(b) Neither the exclusion nor the inclusion by the Debtors of any contract or lease on 

any exhibit, schedule, or other annex to this Plan or in the Plan Supplement, nor anything contained in this 

Plan or in the Plan Documents, will constitute an admission by the Debtors that any such contract or lease 

is or is not an executory contract or unexpired lease or that the Debtors or the Reorganized Debtors or their 

respective affiliates has any liability thereunder. 

(c) Except as explicitly provided in this Plan, nothing herein shall waive, excuse, limit, 

diminish, or otherwise alter any of the defenses, claims, Causes of Action, or other rights of the Debtors or 

the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease. 

(d) Nothing in this Plan will increase, augment, or add to any of the duties, obligations, 

responsibilities, or liabilities of the Debtors or the Reorganized Debtors, as applicable, under any executory 

or non-executory contract or unexpired or expired lease. 

8.8 Modifications, Amendments, Supplements, Restatements, or Other 

Agreements. Unless otherwise provided in the Plan, each executory contract or unexpired lease that is 

assumed shall include all modifications, amendments, supplements, restatements, or other agreements that 

in any manner affect such executory contract or unexpired lease, and executory contracts and unexpired 

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leases related thereto, if any, including easements, licenses, permits, rights, privileges, immunities, options, 

rights of first refusal, and any other interests, unless any of the foregoing agreements has been previously 

rejected or repudiated or is rejected or repudiated under the Plan. 

ARTICLE IX.

EFFECTIVENESS OF THE PLAN 

9.1 Conditions Precedent to Confirmation of the Plan. The following are 

conditions precedent to confirmation of the Plan: 

(a) The Disclosure Statement Order has been entered by the Bankruptcy Court; 

(b) The Bankruptcy Court shall have entered the Confirmation Order in form and 

substance acceptable to the Plan Proponents; 

(c) The Commitment Letter shall be in full force and effect and binding on all parties 

thereto, and shall not have been terminated by the parties thereto. 

9.2 Conditions Precedent to the Effective Date. The following are conditions 

precedent to the Effective Date of the Plan: 

(a) The Confirmation Order, in form and substance acceptable to the Plan Proponents 

and the Commitment Parties representing the Commitment Threshold, shall have been entered by the 

Bankruptcy Court no later than the June 30, 2020 date set forth in section 3292(b) of the Wildfire 

Legislation (A.B. 1054) or any extension of such date; 

(b) The Confirmation Order, in form and substance acceptable to the Plan Proponents 

and the Commitment Parties representing the Commitment Threshold, shall be in full force and effect and 

have become a final order, and no stay thereof shall be in effect; 

(c) The Debtors or Plan Proponents, as applicable, shall have implemented all 

transactions contemplated by this Plan; 

(d) All documents and agreements necessary to consummate the Plan shall have been 

effected or executed, and all Plan Documents shall be in form and substance acceptable to the Plan 

Proponents and the Commitment Parties representing the Commitment Threshold; 

(e) The Debtors and/or Plan Proponents, as applicable, shall have elected, received 

Bankruptcy Court approval, and satisfied all conditions, to participate in and fund the Go-Forward Wildfire 

Fund; 

(f) The Debtors or Plan Proponents, as applicable, shall have obtained the Plan 

Funding; 

(g) The Debtors and/or Plan Proponents, as applicable, shall have received all 

authorizations, consents, legal and regulatory approvals, rulings, letters, no-action letters, opinions, or 

documents that are necessary to implement and consummate the Plan and the Plan Funding and that are 

required by law, regulation, or order, including the CPUC Approval, FERC Approval and NRC Approval, 

and each such approval shall remain in full force and effect; 

(h) The Fire Trusts shall have been established in accordance with the terms provided 

in the Plan, the Trustees for each shall have been appointed, the members of the Fire Victim Trust Oversight 

Committee and the Subrogation Wildfire Trust Advisory Board shall have been appointed and the Fire 

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Victim Trust Agreement and Claims Resolution Procedures shall be in form and substance acceptable to 

the Plan Proponents and the Commitment Parties representing the Commitment Threshold; 

(i) The New HoldCo Common Stock, New HoldCo Senior Notes and the New Utility 

Secured Notes shall have been issued in accordance with the terms of the Plan and the applicable Plan 

Supplement Documents and in a manner acceptable to the Plan Proponents and the Commitment Parties 

representing the Commitment Threshold; 

(j) The Plan shall not have been materially amended, altered or modified from the 

Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification 

has been made in accordance with Section 12.6 of the Plan. 

9.3 Satisfaction of Conditions. Except as otherwise provided herein, any actions 

required to be taken on the Effective Date shall take place and shall be deemed to have occurred 

simultaneously, and no such action shall be deemed to have occurred prior to the taking of any other such 

action. The determination of whether the conditions precedent in Section 9.1 and 9.2 have occurred will 

be made by the Plan Proponents and the Commitment Parties representing the Commitment Threshold. If 

the Plan Proponents collectively determine that any of the conditions precedent set forth in Sections 9.1 or 

9.2 hereof cannot be satisfied and the occurrence of such conditions is not waived pursuant to Section 9.4, 

then the Plan Proponents shall file a notice of the failure of the Effective Date with the Bankruptcy Court. 

9.4 Waiver of Conditions. The conditions set forth in Sections 9.1 or 9.2 may be 

waived or modified by only by the Plan Proponents, with the consent of the Commitment Parties 

representing the Commitment Threshold (such consent not to be unreasonably withheld, conditioned or 

delayed), without notice, leave, or order of the Bankruptcy Court or any formal action other than 

proceedings to confirm or consummate the Plan. 

9.5 Effect of Non-Occurrence of Effective Date. If the Effective Date does not occur 

on or before August 30, 2020, then: (a) the Plan will be null and void in all respects; and (b) nothing 

contained in the Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claims, 

Interests, or Causes of Action by an Entity; (ii) prejudice in any manner the rights of any Debtor or any 

other Entity; or (iii) constitute an admission, acknowledgment, offer, or undertaking of any sort by the Ad 

Hoc Committee, Tort Claimants Committee or any other Entity; provided, that the August 30, 2020 deadline 

for the occurrence of the Effective Date may be extended for up to 90 days by the Plan Proponents and the 

Commitment Parties representing the Commitment Threshold, so long as all conditions to the Effective 

Date other than under Section 9.2(g) have been satisfied (other than those conditions that by their nature 

can only be satisfied on the Effective Date but are capable of being satisfied at such time). 

ARTICLE X.

EFFECT OF CONFIRMATION 

10.1 Binding Effect. Except as otherwise provided in section 1141(d)(3) of the 

Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after the entry of the 

Confirmation Order, the provisions of this Plan shall bind every holder of a Claim against or Interest in any 

Debtor and inure to the benefit of and be binding on such holder’s respective successors and assigns, 

regardless of whether the Claim or Interest of such holder is impaired under this Plan and whether such 

holder has accepted this Plan. 

10.2 Vesting of Assets. Upon the Effective Date, pursuant to sections 1141(b) and (c) 

of the Bankruptcy Code, all assets and property of the Debtors shall vest in the Reorganized Debtors, as 

applicable, free and clear of all Claims, Liens, charges, and other interests, except as otherwise provided 

herein. The Reorganized Debtors may operate their businesses and use, acquire, and dispose of property 

free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules and in all respects as if there were 

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no pending cases under any chapter or provision of the Bankruptcy Code, except as otherwise provided 

herein. 

10.3 Release and Discharge of Debtors. Upon the Effective Date and in consideration 

of the distributions to be made hereunder, except as otherwise expressly provided herein, each holder (as 

well as any representatives, trustees, or agents on behalf of each holder) of a Claim or Interest and any 

affiliate of such holder shall be deemed to have forever waived, released, and discharged the Debtors, to 

the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims, 

Interests, rights, and liabilities that arose prior to the Effective Date. Upon the Effective Date, all such 

Persons shall be forever precluded and enjoined, pursuant to section 524 of the Bankruptcy Code, from 

prosecuting or asserting any such discharged Claim against or Interest in the Debtors. 

10.4 Term of Injunctions or Stays. Unless otherwise provided herein or in a Final 

Order, all injunctions or stays arising under or entered during the Chapter 11 Cases under section 105 or 

362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full 

force and effect until the later of the Effective Date and the date indicated in the order providing for such 

injunction or stay. The Trading Order shall remain enforceable as to transfers through the Effective Date 

with respect to those persons having “beneficial ownership” of “PG&E Stock” (as such terms are defined 

in Trading Order). Accordingly, the Trading Order has no applicability or effect with respect to the trading 

of stock of Reorganized HoldCo after the Effective Date. 

10.5 Injunction Against Interference with Plan. Upon entry of the Confirmation 

Order, all holders of Claims and Interests and other parties in interest, along with their respective present 

or former employees, agents, officers, directors, principals, and affiliates, shall be enjoined from taking any 

actions to interfere with the implementation or consummation of the Plan; provided, that nothing herein or 

in the Confirmation Order shall preclude, limit, restrict or prohibit any party in interest from seeking to 

enforce the terms of the Plan, the Confirmation Order, or any other agreement or instrument entered into or 

effectuated in connection with the consummation of the Plan. 

10.6 Injunction. 

(a) Except as otherwise provided in this Plan or in the Confirmation Order, as of the 

entry of the Confirmation Order but subject to the occurrence of the Effective Date, all Persons who have 

held, hold, or may hold Claims or Interests are, with respect to any such Claim or Interest, permanently 

enjoined after the entry of the Confirmation Order from: (i) commencing, conducting, or continuing in any 

manner, directly or indirectly, any suit, action, or other proceeding of any kind (including, any proceeding 

in a judicial, arbitral, administrative, or other forum) against or affecting, directly or indirectly, a Debtor, a 

Reorganized Debtor, or an estate or the property of any of the foregoing, or any direct or indirect transferee 

of any property of, or direct or indirect successor in interest to, any of the foregoing Persons mentioned in 

this subsection (i) or any property of any such transferee or successor; (ii) enforcing, levying, attaching 

(including, any prejudgment attachment), collecting, or otherwise recovering in any manner or by any 

means, whether directly or indirectly, any judgment, award, decree, or order against a Debtor, a 

Reorganized Debtor, or an estate or its property, or any direct or indirect transferee of any property of, or 

direct or indirect successor in interest to, any of the foregoing Persons mentioned in this subsection (ii) or 

any property of any such transferee or successor; (iii) creating, perfecting, or otherwise enforcing in any 

manner, directly or indirectly, any encumbrance of any kind against a Debtor, a Reorganized Debtor, or an 

estate or any of its property, or any direct or indirect transferee of any property of, or successor in interest 

to, any of the foregoing Persons mentioned in this subsection (iii) or any property of any such transferee or 

successor; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or 

comply with the provisions of this Plan to the full extent permitted by applicable law; and (v) commencing 

or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with 

the provisions of this Plan; provided, that nothing contained herein shall preclude such Persons who have 

held, hold, or may hold Claims against a Debtor or an estate from exercising their rights, or obtaining 

benefits, pursuant to and consistent with the terms of this Plan, the Confirmation Order, or any other 

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agreement or instrument entered into or effectuated in connection with the consummation of the Plan; 

provided further that this Section 10.6 shall not apply to holders of Ghost Ship Fire Claims or Workers’ 

Compensation Claims. 

(b) By accepting distributions pursuant to this Plan, each holder of an Allowed Claim 

will be deemed to have affirmatively and specifically consented to be bound by this Plan, including, the 

injunctions set forth in this Section. 

10.7 Channeling Injunction. 

(a) The sole source of recovery for holders of Subrogation Wildfire Claims and Fire 

Victim Claims shall be from the Subrogation Wildfire Trust and the Fire Victim Trust, as applicable. The 

holders of such Claims shall have no recourse to or Claims whatsoever against the Reorganized Debtors or 

their assets and properties. Consistent with the foregoing all Persons that have held or asserted, or that hold 

or assert any Subrogation Wildfire Claim or Fire Victim Claim shall be permanently and forever stayed, 

restrained, and enjoined from taking any action for the purpose of directly or indirectly collecting, 

recovering, or receiving payments, satisfaction, or recovery from any Reorganized Debtor or its assets and 

properties with respect to any Fire Claims, including all of the following actions: 

(i) commencing, conducting, or continuing, in any manner, whether directly 

or indirectly, any suit, action, or other proceeding of any kind in any forum with respect to any 

such Fire Claim, against or affecting any Reorganized Debtor, or any property or interests in 

property of any Reorganized Debtor with respect to any such Fire Claim; 

(ii) enforcing, levying, attaching, collecting or otherwise recovering, by any 

manner or means, or in any manner, either directly or indirectly, any judgment, award, decree or 

other order against any Reorganized Debtor or against the property of any Reorganized Debtor 

with respect to any such Fire Claim; 

(iii) creating, perfecting, or enforcing in any manner, whether directly or 

indirectly, any Lien of any kind against any Reorganized Debtor or the property of any 

Reorganized Debtor with respect to any such Fire Claims; 

(iv) asserting or accomplishing any setoff, right of subrogation, indemnity, 

contribution, or recoupment of any kind, whether directly or indirectly, against any obligation due 

to any Reorganized Debtor or against the property of any Reorganized Debtor with respect to any 

such Fire Claim; and 

(v) taking any act, in any manner, in any place whatsoever, that does not 

conform to, or comply with, the provisions of the Plan Documents, with respect to any such Fire 

Claim. 

(b) Reservations. Notwithstanding anything to the contrary in this Section 10.7 of 

the Plan, this Channeling Injunction shall not enjoin: 

(i) the rights of holders of Subrogation Wildfire Claims and Fire Victim 

Claims to the treatment afforded them under the Plan, including the right to assert such Claims in 

accordance with the applicable Fire Trust Agreements solely against the applicable Fire Trust 

whether or not there are funds to pay such Fire Claims; and 

(ii) the Fire Trusts from enforcing their rights under the Fire Trust 

Agreements. 

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(c) Modifications. There can be no modification, dissolution, or termination of the 

Channeling Injunction, which shall be a permanent injunction. 

(d) No Limitation on Channeling Injunction. Nothing in the Plan, the Confirmation 

Order, or the Fire Trust Agreements shall be construed in any way to limit the scope, enforceability, or 

effectiveness of the Channeling Injunction provided for herein and in the Confirmation Order. 

(e) Bankruptcy Rule 3016 Compliance. The Debtors’ compliance with the 

requirements of Bankruptcy Rule 3016 shall not constitute an admission that the Plan provides for an 

injunction against conduct not otherwise enjoined under the Bankruptcy Code. 

10.8 Exculpation. Notwithstanding anything herein to the contrary, and to the 

maximum extent permitted by applicable law, no Exculpated Party shall have or incur, and each 

Exculpated Party is hereby released and exculpated from, any Claim, Interest, obligation, suit, 

judgment, damage, demand, debt, right, Cause of Action, loss, remedy, or liability for any claim 

(including, but not limited to, any claim for breach of any fiduciary duty or any similar duty) in 

connection with or arising out of the administration of the Chapter 11 Cases; the negotiation and 

pursuit of the Public Entities Plan Support Agreements, the Commitment Letter, [the [Subrogation 

Claims RSA]], the DIP Facilities, the Disclosure Statement, the Plan, the Restructuring Transactions, 

the Fire Trusts (including the Plan Documents, the Claims Resolution Procedures and the Fire Trust 

Agreements), or any agreement, transaction, or document related to any of the foregoing, or the 

solicitation of votes for, or confirmation of, this Plan; the funding of this Plan; the occurrence of the 

Effective Date; the administration of this Plan or the property to be distributed under this Plan; any 

membership in (including, but not limited to, on an ex officio basis), participation in, or involvement 

with the Statutory Committees; the issuance of Securities under or in connection with this Plan; or 

the transactions in furtherance of any of the foregoing; except for Claims related to any act or 

omission that is determined in a Final Order by a court of competent jurisdiction to have constituted 

actual fraud or willful misconduct, but in all respects such Entities shall be entitled to reasonably rely 

upon the advice of counsel with respect to their duties and responsibilities pursuant to this Plan. The 

Exculpated Parties and each of their respective affiliates, agents, directors, officers, employees, 

advisors, and attorneys have acted in compliance with the applicable provisions of the Bankruptcy 

Code with regard to the solicitation and distributions pursuant to this Plan and, therefore, are not, 

and on account of such distributions shall not be, liable at any time for the violation of any applicable 

law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or such 

distributions made pursuant to this Plan, including the issuance of Securities thereunder. This 

exculpation shall be in addition to, and not in limitation of, all other releases, indemnities, 

exculpations, and any other applicable law or rules protecting such Exculpated Parties from liability. 

Nothing in this Section or this Plan shall be deemed a release of any right, claim, or defense any 

holder of a Fire Victim Claim has against such holder’s insurer, or such insurer’s rights, claims, or 

defenses related thereto.13

10.9 Releases. 

(a) Releases by the Debtors. As of and subject to the occurrence of the Effective 

Date, except for the rights that remain in effect from and after the Effective Date to enforce this Plan 

and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby 

confirmed, including, the service of the Released Parties to facilitate the reorganization of the 

Debtors, the implementation of the Restructuring, and except as otherwise provided in this Plan or 

in the Confirmation Order, the Released Parties are deemed forever released and discharged, to the 

 

13 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

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maximum extent permitted by law and unless barred by law, by the Debtors, the Reorganized 

Debtors, and the Debtors’ estates, in each case on behalf of themselves and their respective successors, 

assigns, and representatives and any and all other Entities who may purport to assert any Cause of 

Action derivatively, by or through the foregoing Entities, from any and all claims, interests, 

obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, remedies, or 

liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, 

the Reorganized Debtors, or the Debtors’ estates, whether known or unknown, foreseen or 

unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the Debtors, the 

Reorganized Debtors, or the Debtors’ estates would have been legally entitled to assert in their own 

right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other 

Entity, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the 

Chapter 11 Cases, the Fires, the purchase, sale, or rescission of the purchase or sale of any Security 

of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving 

rise to, any Claim or Interest that is treated in this Plan, the business or contractual arrangements 

between any Debtor and any Released Party, the DIP Facilities, the Plan Funding, the Restructuring, 

the restructuring of any Claim or Interest before or during the Chapter 11 Cases, the Restructuring 

Transactions, the Public Entities Plan Support Agreements, the Commitment Letter, the negotiation, 

formulation, or preparation of the Disclosure Statement and this Plan and related agreements, 

instruments, and other documents (including the Plan Documents, the Claims Resolution Procedures, 

the Fire Trust Agreements, Public Entities Plan Support Agreements, and the Commitment Letter), 

the solicitation of votes with respect to this Plan, any membership (including, but not limited to, on 

an ex officio basis), participation in, or involvement with the Statutory Committees, or any other act 

or omission, transaction, agreement, event, or other occurrence, and in all respects such Entities shall 

be entitled to reasonably rely upon the advice of counsel with respect to their duties and 

responsibilities pursuant to this Plan; provided, that notwithstanding anything to the contrary herein, 

no Released Party or Exculpated Party shall be released or exculpated, as the case may be, from any 

Cause of Action to the extent it is included within the Assigned Rights and Causes of Action.

14

(b) Releases by Holders of Claims and Interests. As of and subject to the 

occurrence of the Effective Date, except for the rights that remain in effect from and after the 

Effective Date to enforce the Plan and the Plan Documents, for good and valuable consideration, the 

adequacy of which is hereby confirmed, including, the service of the Released Parties to facilitate the 

reorganization of the Debtors and the implementation of the Restructuring, and except as otherwise 

provided in the Plan or in the Confirmation Order, the Released Parties, are deemed forever released 

and discharged, to the maximum extent permitted by law and unless barred by law, by the Releasing 

Parties from any and all claims, interests, obligations, suits, judgments, damages, demands, debts, 

rights, Causes of Action, losses, remedies, and liabilities whatsoever, including any derivative claims, 

asserted or assertable on behalf of the Debtors, and any claims for breach of any fiduciary duty (or 

any similar duty), whether known or unknown, foreseen or unforeseen, existing or hereinafter 

arising, in law, equity, or otherwise, that such holders or their affiliates (to the extent such affiliates 

can be bound) would have been legally entitled to assert in their own right (whether individually or 

collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating 

to, or in any manner arising from, in whole or in part, the Debtors, the Fires, the Chapter 11 Cases, 

the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors or the 

Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or 

Interest that is treated in the Plan, the business or contractual arrangements between any Debtor 

and any Released Party, the DIP Facilities, the Plan Funding, the Restructuring, the restructuring of 

any Claim or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the 

Public Entities Plan Support Agreement, the Commitment Letter, the negotiation, formulation, or 

 

14 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

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preparation of the Disclosure Statement, the Plan and related agreements, instruments, and other 

documents (including the Plan Documents, the Claims Resolution Procedures, the Fire Trust 

Agreements, Public Entities Plan Support Agreements, and the Commitment Letter), the solicitation 

of votes with respect to the Plan, any membership in (including, but not limited to, on an ex officio

basis), participation in, or involvement with the Statutory Committees, or any other act or omission, 

transaction, agreement, event, or other occurrence, and in all respects such Entities shall be entitled 

to reasonably rely upon the advice of counsel with respect to their duties and responsibilities pursuant 

to the Plan. Notwithstanding the above, the holders of Workers’ Compensation Claims retain the 

right to assert such Claims against the Reorganized Debtors in accordance with the terms of the Plan; 

the holders of Fire Victim Claims retain the right to pursue any Claim for policy benefits he, she or 

it may have under an insurance policy issued to such holder of a Fire Victim Claim; provided, that 

notwithstanding anything to the contrary herein, no Released Party or Exculpated Party shall be 

released or exculpated, as the case may be, from any Cause of Action to the extent it is included within 

the Assigned Rights and Causes of Action, and the Debtors shall not be released from liability for the 

Fire Claims, and instead shall remain subject to liability, up to the amount of available coverage 

under any applicable Insurance Policy, to the extent necessary to trigger such coverage.

15

(c) Only Consensual Non-Debtor Releases. For the avoidance of doubt and 

notwithstanding any other provision of this Plan, nothing in the Plan is intended to, nor shall the Plan 

be interpreted to, effect a nonconsensual release by a holder of a Claim in favor of a party that is not 

a Debtor, it being acknowledged that such holder shall be deemed to release a party that is not a 

Debtor solely to the extent that such holder consensually elects to provide such a release in accordance 

with the opt-in release procedures set forth herein or in any applicable Ballot. The holder of a Claim 

shall receive the same amount of consideration under the Plan whether or not such holder elects to 

release a party that is not a Debtor. 

(d) Release of Liens. Except as otherwise specifically provided in the Plan or in 

any contract, instrument, release, or other agreement or document created pursuant to the Plan, 

including the Plan Documents, on the Effective Date and concurrently with the applicable 

distributions made pursuant to the Plan and, in the case of a Secured Claim, satisfaction in full of the 

portion of the Secured Claim that is Allowed as of the Effective Date, all mortgages, deeds of trust, 

Liens, pledges, or other security interests against any property of the estates shall be fully released 

and discharged, and all of the right, title, and interest of any holder of such mortgages, deeds of trust, 

Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their successors 

and assigns, in each case, without any further approval or order of the Bankruptcy Court and without 

any action or filing being required to be made by the Debtors. 

(e) Waiver of Statutory Limitations on Releases. Each releasing party in each of 

the releases contained in the Plan (including under Article X of the Plan) expressly acknowledges 

that although ordinarily a general release may not extend to claims which the releasing party does 

not know or suspect to exist in his favor, which if known by it may have materially affected its 

settlement with the party released, each releasing party has carefully considered and taken into 

account in determining to enter into the above releases the possible existence of such unknown losses 

or claims. Without limiting the generality of the foregoing, each releasing party expressly waives any 

and all rights conferred upon it by any statute or rule of law which provides that a release does not 

extend to claims which the claimant does not know or suspect to exist in its favor at the time of 

executing the release, which if known by it may have materially affected its settlement with the 

released party, including the provisions of California Civil Code section 1542. The releases contained 

 

15 The exculpation and release provisions of this Plan currently do not apply to the holders of Subrogation Wildfire 

Claims or the Consenting Subrogation Creditors and are to be determined. 

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in this Article X of the Plan are effective regardless of whether those released matters are presently 

known, unknown, suspected or unsuspected, foreseen or unforeseen. 

(f) Injunction Related to Releases and Exculpation. The Confirmation Order shall 

permanently enjoin the commencement or prosecution by any Person or Entity, whether directly, 

derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, 

Causes of Action, losses, or liabilities released pursuant to this Plan, including, the claims, obligations, 

suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilities released or exculpated 

in this Plan. Notwithstanding the above, the holders of Ghost Ship Fire Claims and Workers’ Compensation 

Claims retain the right to assert such Claims against the Reorganized Debtors in accordance with the terms 

of the Plan. 

10.10 Subordination. The allowance, classification, and treatment of all Allowed 

Claims and Interests and the respective distributions and treatments thereof under this Plan take into account 

and conform to the relative priority and rights of the Claims and Interests in each Class in connection with 

any contractual, legal, and equitable subordination rights relating thereto, whether arising under general 

principles of equitable subordination, sections 510(a), 510(b), or 510(c) of the Bankruptcy Code, or 

otherwise. Pursuant to section 510 of the Bankruptcy Code, the Plan Proponents reserve the right to 

reclassify any Allowed Claim (other than any DIP Facility Claims) or Interest in accordance with any 

contractual, legal, or equitable subordination relating thereto. 

10.11 Retention of Causes of Action/Reservation of Rights. 

(a) Except as otherwise provided in Section 10.9 hereof, nothing herein or in the 

Confirmation Order shall be deemed to be a waiver or the relinquishment of any rights or Causes of Action 

that the Debtors or the Reorganized Debtors may have or which the Reorganized Debtors may choose to 

assert on behalf of their respective estates under any provision of the Bankruptcy Code or any applicable 

nonbankruptcy law, including (i) any and all Claims against any Person or Entity, to the extent such Person 

or Entity asserts a crossclaim, counterclaim, and/or Claim for setoff which seeks affirmative relief against 

the Debtors, the Reorganized Debtors, or their officers, directors, or representatives and (ii) for the turnover 

of any property of the Debtors’ estates. 

(b) Nothing herein or in the Confirmation Order shall be deemed to be a waiver or 

relinquishment of any rights or Causes of Action, right of setoff, or other legal or equitable defense that the 

Debtors had immediately prior to the Petition Date, against or with respect to any Claim left unimpaired by 

the Plan. The Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such claims, 

Causes of Action, rights of setoff, and other legal or equitable defenses that they had immediately prior to 

the Petition Date fully as if the Chapter 11 Cases had not been commenced, and all of the Reorganized 

Debtors’ legal and equitable rights with respect to any Claim left unimpaired by the Plan may be asserted 

after the Confirmation Date to the same extent as if the Chapter 11 Cases had not been commenced. 

(c) The Reorganized Debtors reserve and shall retain the applicable Causes of Action, 

except for the Assigned Rights and Causes of Action, notwithstanding the rejection of any executory 

contract or unexpired lease during the Chapter 11 Cases or pursuant to the Plan. In accordance with section 

1123(b)(3) of the Bankruptcy Code, any Causes of Action that a Debtor may hold against any Entity shall 

vest in the Reorganized Debtors in accordance with the terms hereof. The Reorganized Debtors shall have 

the exclusive right, authority, and discretion to determine and to initiate, file, prosecute, enforce, abandon, 

settle, compromise, release, withdraw, or litigate to judgment any such Causes of Action and to decline to 

do any of the foregoing without the consent or approval of any third party or further notice to or action, 

order, or approval of the Bankruptcy Court. 

10.12 Preservation of Causes of Action. No Entity may rely on the absence of a 

specific reference in the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of 

Action against them as any indication that the Debtors or the Reorganized Debtors will not pursue 

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any and all available Causes of Action against them. The Debtors and the Reorganized Debtors 

expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except as 

otherwise expressly provided herein. 

10.13 Special Provisions for Governmental Units. Solely with respect to 

Governmental Units, nothing herein shall limit or expand the scope of discharge, release, or injunction to 

which the Debtors or the Reorganized Debtors are entitled under the Bankruptcy Code. Further, nothing 

herein, including Sections 10.8 and 10.9 hereof, shall discharge, release, enjoin, or otherwise bar (a) any 

liability of the Debtors or the Reorganized Debtors to a Governmental Unit arising on or after the 

Confirmation Date with respect to events occurring on or after the Confirmation Date, (b) any liability to a 

Governmental Unit that is not a Claim, (c) any valid right of setoff or recoupment of a Governmental Unit, 

(d) any police or regulatory action by a Governmental Unit, (e) any environmental liability to a 

Governmental Unit that the Debtors, the Reorganized Debtors, any successors thereto, or any other Person 

or Entity may have as an owner or operator of real property after the Effective Date, or (f) any liability to a 

Governmental Unit on the part of any Persons or Entities other than the Debtors or the Reorganized Debtors, 

provided, that nothing in this Section 10.13 shall affect the Debtors’ releases in Section 10.9 hereof, nor 

shall anything herein enjoin or otherwise bar any Governmental Unit from asserting or enforcing, outside 

the Bankruptcy Court, any of the matters described in clauses (a) through (f) above. 

10.14 Document Retention. On and after the Effective Date, the Reorganized Debtors 

may maintain documents in accordance with the Debtors’ standard document retention policy, as may be 

altered, amended, modified, or supplemented by the Reorganized Debtors. 

10.15 Solicitation of Plan. As of and subject to the occurrence of the Confirmation 

Date: (a) the Plan Proponents shall be deemed to have solicited acceptances of the Plan in good faith and 

in compliance with the applicable provisions of the Bankruptcy Code, including sections 1125(a) and (e) 

of the Bankruptcy Code, and any applicable non-bankruptcy law, rule, or regulation governing the adequacy 

of disclosure in connection with such solicitation and (b) the Plan Proponents and each of their respective 

members, directors, officers, employees, affiliates, agents, restructuring advisors, financial advisors, 

investment bankers, professionals, accountants, and attorneys shall be deemed to have participated in good 

faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of 

any securities under the Plan, and therefore are not, and on account of such offer, issuance, and solicitation 

shall not be, liable at any time for any violation of any applicable law, rule, or regulation governing the 

solicitation of acceptances or rejections of the Plan or the offer and issuance of any securities under the 

Plan. 

ARTICLE XI.

RETENTION OF JURISDICTION 

11.1 Jurisdiction of Bankruptcy Court. On and after the Effective Date, the 

Bankruptcy Court shall retain exclusive jurisdiction of all matters arising under, arising out of, or related to 

the Chapter 11 Cases and the Plan pursuant to, and for the purposes of, sections 105(a) and 1142 of the 

Bankruptcy Code and for, among other things, the following purposes: 

(a) To hear and determine motions for and any disputes involving the assumption, 

assumption and assignment, or rejection of executory contracts or unexpired leases and the allowance of 

Claims resulting therefrom, including the determination of any Cure Amount; 

(b) To determine any motion, adversary proceeding, application, contested matter, and 

other litigated matter pending on or commenced before or after the Confirmation Date, including, any 

proceeding with respect to a Cause of Action or Avoidance Action; 

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(c) To ensure that distributions to holders of Allowed Claims are accomplished as 

provided herein; 

(d) To consider Claims or the allowance, classification, priority, compromise, 

estimation, or payment of any Claim, including any Administrative Expense Claims and including as 

provided under the Claims Resolution Procedures; 

(e) To enter, implement, or enforce such orders as may be appropriate in the event the 

Confirmation Order is for any reason stayed, reversed, revoked, modified, or vacated; 

(f) To issue injunctions, enter and implement other orders, and take such other actions 

as may be necessary or appropriate to restrain interference by any Person with the consummation, 

implementation, or enforcement of the Plan, the Confirmation Order, or any other order, judgment or ruling 

of the Bankruptcy Court, including enforcement of the releases, exculpations, and the Channeling 

Injunction; 

(g) To hear and determine any application to modify the Plan in accordance with 

section 1127 of the Bankruptcy Code and to remedy any defect or omission or reconcile any inconsistency 

in the Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including the Confirmation 

Order, in such a manner as may be necessary to carry out the purposes and effects thereof; 

(h) To hear and determine all applications under sections 330, 331, and 503(b) of the 

Bankruptcy Code for awards of compensation for services rendered and reimbursement of expenses 

incurred prior to the Confirmation Date; 

(i) To hear and determine disputes arising in connection with or related to the 

interpretation, implementation, or enforcement of the Plan, the Confirmation Order, any transactions or 

payments contemplated herein, or any agreement, instrument, or other document governing or relating to 

any of the foregoing; 

(j) To hear and determine disputes arising in connection with Disputed Claims; 

(k) To take any action and issue such orders as may be necessary to construe, enforce, 

implement, execute, and consummate the Plan or to maintain the integrity of the Plan following 

consummation; 

(l) To recover all assets of the Debtors and property of the Debtors’ estates, wherever 

located; 

(m) To determine such other matters and for such other purposes as may be provided 

in the Confirmation Order; 

(n) To hear and determine matters concerning state, local, and federal taxes in 

accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including the expedited 

determination of taxes under section 505(b) of the Bankruptcy Code); 

(o) To enforce all orders previously entered by the Bankruptcy Court; 

(p) To hear and determine any other matters related hereto and not inconsistent with 

the Bankruptcy Code and title 28 of the United States Code; 

(q) To resolve any disputes concerning whether a Person or entity had sufficient notice 

of the Chapter 11 Cases, the Disclosure Statement, any solicitation conducted in connection with the 

Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for responding or 

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objecting to a Cure Amount, in each case, for the purpose for determining whether a Claim or Interest is 

discharged hereunder or for any other purpose; 

(r) To determine any other matters or adjudicate any disputes that may arise in 

connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order, the Plan 

Supplement, or any document related to the foregoing; provided, that the Bankruptcy Court shall not retain 

jurisdiction over disputes concerning documents contained in the Plan Supplement that have a 

jurisdictional, forum selection or dispute resolution clause that refers disputes to a different court; 

(s) To hear and determine all disputes involving the existence, nature, or scope of the 

Debtors’ discharge; 

(t) To hear and determine any rights, claims, or Causes of Action held by or accruing 

to the Debtors or the Reorganized Debtors pursuant to the Bankruptcy Code or any federal or state statute 

or legal theory; 

(u) To hear and determine (i) any dispute involving the Fire Trusts, including but not 

limited to the interpretation of the Fire Trust Agreements and the administration of the Fire Trusts and (ii) 

any other matter concerning the administration of the Fire Trusts, until the Fire Trusts are terminated; 

(v) To hear any other matter not inconsistent with the Bankruptcy Code; and 

(w) To enter a final decree closing the Chapter 11 Cases. 

To the extent that the Bankruptcy Court is not permitted under applicable law to preside over any 

of the forgoing matters, the reference to the “Bankruptcy Court” in this Article XI shall be deemed to be 

replaced by the “District Court.” Nothing in this Article XI shall expand the exclusive jurisdiction of the 

Bankruptcy Court beyond that provided by applicable law. 

ARTICLE XII.

MISCELLANEOUS PROVISIONS 

12.1 Dissolution of Statutory Committees. On the Effective Date, the Statutory 

Committees shall dissolve, the current and former members of the Statutory Committees, including any ex 

officio members, and their respective officers, employees, counsel, advisors and agents, shall be released 

and discharged of and from all further authority, duties, responsibilities and obligations related to and 

arising from and in connection with the Chapter 11 Cases, except for the limited purpose of prosecuting (i) 

requests for allowances of compensation and reimbursement of expenses incurred prior to the Effective 

Date or (ii) any appeals of the Confirmation Order. 

12.2 Substantial Consummation. On the Effective Date, the Plan shall be deemed to 

be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code. 

12.3 Exemption from Transfer Taxes. Pursuant to section 1146(a) of the Bankruptcy 

Code, the issuance, transfer, or exchange of any Security or property hereunder or in connection with the 

transactions contemplated hereby, the creation, filing, or recording of any mortgage, deed of trust, or other 

security interest, the making, assignment, filing, or recording of any lease or sublease, or the making or 

delivery of any deed, bill of sale, or other instrument of transfer under, in furtherance of, or in connection 

with the Plan, or any agreements of consolidation, deeds, bills of sale, or assignments executed in 

connection with any of the transactions contemplated herein, shall constitute a “transfer under a plan” 

within the purview of section 1146 of the Bankruptcy Code and shall not be subject to or taxed under any 

law imposing a stamp tax or similar tax, to the maximum extent provided by section 1146(a) of the 

Bankruptcy Code. To the maximum extent provided by section 1146(a) of the Bankruptcy Code and 

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applicable nonbankruptcy law, the Restructuring Transactions shall not be taxed under any law imposing a 

stamp tax or similar tax. 

12.4 Expedited Tax Determination. The Reorganized Debtors may request an 

expedited determination of taxes under section 505(b) of the Bankruptcy Code for all returns filed for or on 

behalf of the Debtors or the Reorganized Debtors for all taxable periods of the Debtors through the Effective 

Date. 

12.5 Payment of Statutory Fees. On the Effective Date, and thereafter as may be 

required, each of the Debtors shall pay all the respective fees payable pursuant to section 1930 of chapter 

123 of title 28 of the United States Code, together with interest, if any, pursuant to section 3717 of title 31 

of the United States Code, until the earliest to occur of the entry of (i) a final decree closing such Debtor’s 

Chapter 11 Case, (ii) a Final Order converting such Debtor’s Chapter 11 Case to a case under chapter 7 of 

the Bankruptcy Code, or (iii) a Final Order dismissing such Debtor’s Chapter 11 Case. 

12.6 Plan Modifications and Amendments. The Plan may be amended, modified, or 

supplemented by the Plan Proponents, in the manner provided for by section 1127 of the Bankruptcy Code 

or as otherwise permitted by law without additional disclosure pursuant to section 1125 of the Bankruptcy 

Code, except as the Bankruptcy Court may otherwise direct, so long as such action does not materially and 

adversely affect the treatment of holders of Claims or Interests hereunder. The Plan Proponents may 

institute proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any 

inconsistencies in the Plan or the Confirmation Order with respect to such matters as may be necessary to 

carry out the purposes and effects of the Plan and any holder of a Claim or Interest that has accepted the 

Plan shall be deemed to have accepted the Plan as so amended, modified, or supplemented. Prior to the 

Effective Date, the Plan Proponents may make appropriate technical adjustments and modifications to the 

Plan without further order or approval of the Bankruptcy Court; provided, that such technical adjustments 

and modifications do not materially and adversely affect the treatment of holders of Claims or Interests. 

12.7 Revocation or Withdrawal of Plan. The Plan Proponents may revoke, withdraw, 

or delay consideration of the Plan prior to the Confirmation Date, either entirely or with respect to one or 

more of the Debtors, and to file subsequent amended plans of reorganization. If the Plan is revoked, 

withdrawn, or delayed with respect to fewer than all of the Debtors, such revocation, withdrawal, or delay 

shall not affect the enforceability of the Plan as it relates to the Debtors for which the Plan is not revoked, 

withdrawn, or delayed. If the Plan Proponents revoke the Plan in its entirety, the Plan shall be deemed null 

and void. In such event, nothing herein shall be deemed to constitute a waiver or release of any Claim by 

or against the Debtors or any other Person or to prejudice in any manner the rights of the Debtors or any 

other Person in any further proceedings involving the Debtors. 

12.8 Courts of Competent Jurisdiction. If the Bankruptcy Court abstains from 

exercising, or declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising 

out of the Plan, such abstention, refusal, or failure of jurisdiction shall have no effect upon and shall not 

control, prohibit, or limit the exercise of jurisdiction by any other court having competent jurisdiction with 

respect to such matter. 

12.9 Severability. If, prior to entry of the Confirmation Order, any term or provision 

of the Plan is held by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court, in 

each case at the election and request of the Plan Proponents may alter and interpret such term or provision 

to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of 

the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be 

applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the 

remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way 

be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order 

shall constitute a judicial determination and provide that each term and provision hereof, as it may have 

been altered or interpreted in accordance with the foregoing, is (a) valid and enforceable pursuant to its 

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terms; (b) integral to the Plan and may not be deleted or modified except in accordance with the terms of 

the Plan; and (c) nonseverable and mutually dependent. 

12.10 Governing Law. Except to the extent the Bankruptcy Code or other U.S. federal 

law is applicable, or to the extent a schedule hereto, or a schedule in the Plan Supplement expressly provides 

otherwise, the rights, duties, and obligations arising hereunder shall be governed by, and construed and 

enforced in accordance with, the laws of the State of California, without giving effect to the principles of 

conflicts of law thereof to the extent they would result in the application of the laws of any other jurisdiction. 

12.11 Schedules and Exhibits. The schedules and exhibits to the Plan and the Plan 

Supplement are incorporated into, and are part of, the Plan as if set forth herein. 

12.12 Successors and Assigns. All the rights, benefits, and obligations of any Person 

named or referred to herein shall be binding on, and inure to the benefit of, the heirs, executors, 

administrators, successors, and/or assigns of such Person. 

12.13 Time. In computing any period of time prescribed or allowed herein, unless 

otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 9006 

shall apply. 

12.14 Notices. To be effective, all notices, requests, and demands to or upon the Debtors 

shall be in writing (including by facsimile or electronic transmission) and, unless otherwise expressly 

provided herein, shall be deemed to have been duly given or made when actually delivered, or in the case 

of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: 

If to the Tort Claimants Committee: 

Baker & Hostetler LLP 

1160 Battery Street, Suite 100 

San Francisco, CA 94111 

Attn: Robert Julian and Cecily A. Dumas 

Telephone: (628) 208 6434 

Email: rjulian@bakerlaw.com and 

cdumas@bakerlaw.com 

Baker & Hostetler LLP 

11601 Wilshire Boulevard, Suite 1400 

Los Angeles, CA 90025 

Attn: Eric E. Sagerman and Lauren T. Attard 

Telephone (310) 820 8800 

Email: esagerman@bakerlaw.com, 

lattard@bakerlaw.com 

 

If to the Ad Hoc Committee 

Akin Gump Strauss Hauer & Feld LLP 

Michael S. Stamer 

David H. Botter 

One Bryant Park 

New York, New York 10036 

Telephone: (212) 872-1000 

Email: mstamer@akingump.com 

dbotter@akingump.com 

Akin Gump Strauss Hauer & Feld LLP 

Ashley Vinson Crawford (SBN 257246) 

580 California Street 

Suite 1500 

San Francisco, CA 94104 

Telephone: (415) 765-9500 

Email: avcrawford@akingump.com 

 

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If to the Debtors, to: 

PG&E Corporation and Pacific Gas 

and Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Attn: Janet Loduca, Senior Vice President and 

General Counsel 

E-mail: J1Lc@pge.com 

Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, New York 10153 

Attn: Stephen Karotkin, Ray C. Schrock, 

Jessica Liou and Matthew Goren 

Telephone: (212) 310-8000 

E-mail: stephen.karotkin@weil.com, 

ray.schrock@weil.com, 

jessica.liou@weil.com, 

matthew.goren@weil.com

Keller & Benvenutti LLP 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Attn: Tobias S. Keller, Peter J. Benvenutti, 

and Jane Kim 

Telephone: (415) 796 0709 

Email: tkeller@kellerbenvenutti.com, 

pbenvenutti@kellerbenvenutti.com, 

jkim@kellerbenvenutti.com. 

Cravath, Swaine & Moore LLP Worldwide Plaza 

825 Eighth Avenue 

New York, NY 10019-7475 

Attn: Kevin J. Orsini, Paul H. Zumbro 

Telephone: (212) 474-1000 

Email: korsini@cravath.com, 

pzumbro@cravath.com 

If to the Creditors Committee: 

Milbank LLP 

55 Hudson Yards 

New York, New York 10001-2163 

Attn: Dennis F. Dunne 

Telephone: (212) 530-5000 

Email: ddunne@milbank.com 

Milbank LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA US 90067-3019 

Attn: Thomas A. Kreller 

Telephone: (424) 386-4000 

Email: tkreller@milbank.com 

If to the U.S. Trustee: 

United States Department of Justice 

Office of the U.S. Trustee 

450 Golden Gate Avenue, Suite 05-0153 

San Francisco, CA 94102 

Attn: Andrew R. Vara and Timothy S. Laffredi 

Telephone: (415) 705-3333 

Email: Andrew.R.Vara@usdoj.gov and 

Timothy.S.Laffredi@usdoj.gov 

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After the occurrence of the Effective Date, the Reorganized Debtors have authority 

to send a notice to Entities that in order to continue to receive documents pursuant to Bankruptcy Rule 

2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002. 

After the occurrence of the Effective Date, the Reorganized Debtors are authorized to limit the list of 

Entities receiving documents pursuant to Bankruptcy Rule 2002 to those Entities that have filed such 

renewed requests. 

12.15 Reservation of Rights. Except as otherwise provided herein, this Plan shall be of 

no force or effect unless the Bankruptcy Court enters the Confirmation Order. None of the filing of this 

Plan, any statement or provision of this Plan, or the taking of any action by the Plan Proponents with respect 

to this Plan shall be or shall be deemed to be an admission or waiver of any rights of the Plan Proponents 

with respect to any Claims or Interests prior to the Effective Date. 

 

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Dated: October 17, 2019 

San Francisco, California 

Respectfully submitted, 

BAKER & HOSTETLER LLP 

By: /s/ Cecily A. Dumas_________ 

Robert A. Julian (SBN 88469) 

Cecily A. Dumas (SBN 111449) 

Eric E. Sagerman (SBN 155496) 

Lauren T. Attard (SBN 320898) 

Counsel to the Official Committee of Tort Claimants 

AKIN GUMP STRAUSS HAUER & FELD LLP 

By: /s/ Ashley Vinson Crawford_______ 

Ashley Vinson Crawford (SBN 257246) 

Michael S. Stamer (pro hac vice) 

Ira S. Dizengoff (pro hac vice) 

David H. Botter (pro hac vice) 

Abid Qureshi (pro hac vice) 

Counsel to the Ad Hoc Committee of Senior Unsecured 

Noteholders of Pacific Gas and Electric Company 

Case: 19-30088 Doc# 4257 Filed: 10/17/19 Entered: 10/17/19 15:12:06 Page 76

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EXHIBIT A 

Fires 

1. Butte Fire (2015) 

2. North Bay Wildfires (2017) 

a. LaPorte 

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 

v. Sullivan 

3. Camp Fire (2018) 

4. Ghost Ship Fire (2016) 

Case: 19-30088 Doc# 4257 Filed: 10/17/19 Entered: 10/17/19 15:12:06 Page 77

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