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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

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

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors and Debtors in Possession

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019

Tel: 212 474 1000 

Fax: 212 474 3700 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) 

(Jointly Administered) 

NOTICE OF FIFTH AMENDMENT TO 

AMENDED AND RESTATED 

SUBROGATION RESTRUCTURING 

SUPPORT AGREEMENT 

[Relates to Dkt. No. 3992] 

Date: December 4, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

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). 

Case: 19-30088 Doc# 5122 Filed: 12/16/19 Entered: 12/16/19 11:19:37 Page 1 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

PLEASE TAKE NOTICE that, on September 24, 2019, PG&E Corporation and Pacific Gas 

and Electric Company, as debtors and debtors in possession (collectively, the “Debtors”) in the abovecaptioned chapter 11 cases, filed the Debtors’ Motion Pursuant to 11 U.S.C. §§ 363(b) and 105(a) and 

Fed. R. Bankr. P. 6004 and 9019 for Entry of an Order (i) Authorizing the Debtors to Enter into 

Restructuring Support Agreement with the Consenting Subrogation Claimholders, (ii) Approving the 

Terms of Settlement with Such Consenting Subrogation Claimholders, including the Allowed 

Subrogation Claim Amount, and (iii) Granting Related Relief [Docket No. 3992] (the “Subrogation RSA

Motion”). A copy of that certain Restructuring Support Agreement, dated as of September 22, 2019, 

among the Debtors and the Consenting Creditors parties thereto was attached as Exhibit A to the 

Subrogation RSA Motion. 

PLEASE TAKE FURTHER NOTICE that, on November 1, 2019, the Debtors and Requisite 

Consenting Creditors entered into that certain Amended and Restated Restructuring Support Agreement 

(the “Amended and Restated Subrogation RSA”) a copy of which was filed with the Court as an 

exhibit to that certain Notice of Filing of Amended and Restated Restructuring Support Agreement [Dkt. 

No. 4554].1 

PLEASE TAKE FURTHER NOTICE that, on November 13, 2019, pursuant to Section 9 of 

the Amended and Restated Subrogation RSA, the Debtors and the Requisite Consenting Creditors agreed 

to an amendment of the Amended and Restated Subrogation RSA extending the deadline to obtain 

Bankruptcy Court approval of the Amended and Restated Subrogation RSA from November 14, 2019, 

to November 24, 2019 (the “First Amendment”). Notice of the First Amendment was filed with the 

Court on November 13, 2019 [Dkt. No. 4711]. 

PLEASE TAKE FURTHER NOTICE that, on November 18, 2019, pursuant to Section 9 of 

the Amended and Restated Subrogation RSA, the Debtors and the Requisite Consenting Creditors agreed 

to a second amendment to the Amended and Restated Subrogation RSA further extending the deadline 

to obtain Bankruptcy Court approval of the Amended and Restated Subrogation RSA from November 

24, 2019, to December 6, 2019 (the “Second Amendment”). Notice of the Second Amendment was 

filed with the Court on November 19, 2019 [Dkt. No. 4806]. 

PLEASE TAKE FURTHER NOTICE that, on December 6, 2019, pursuant to Section 9 of the 

Amended and Restated Subrogation RSA, the Debtors and the Requisite Consenting Creditors agreed to 

a third amendment to the Amended and Restated Subrogation RSA further extending the deadline to 

obtain Bankruptcy Court approval of the Amended and Restated Subrogation RSA from December 6, 

2019, to December 11, 2019 (the “Third Amendment”). Notice of the Third Amendment was filed 

with the Court on December 6, 2019 [Dkt. No. 5011]. 

PLEASE TAKE FURTHER NOTICE that, on December 10, 2019, pursuant to Section 9 of 

the Amended and Restated Subrogation RSA, the Debtors and the Requisite Consenting Creditors agreed 

to a fourth amendment to the Amended and Restated Subrogation RSA further extending the deadline to 

obtain Bankruptcy Court approval of the Amended and Restated Subrogation RSA from December 11, 

2019, to 12:00 p.m. (Pacific Time) on December 16, 2019 (the “Fourth Amendment”). Notice of the 

Fourth Amendment was filed with the Court on December 10, 2019 [Dkt. No. 5063]. 

1

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

the Amended and Restated Subrogation RSA. 

Case: 19-30088 Doc# 5122 Filed: 12/16/19 Entered: 12/16/19 11:19:37 Page 2 of

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

PLEASE TAKE FURTHER NOTICE that, on December 16, 2019, pursuant to Section 9 of 

the Amended and Restated Subrogation RSA, the Debtors and the Requisite Consenting Creditors agreed 

to a fifth amendment to the Amended and Restated Subrogation RSA further extending the deadline to 

obtain Bankruptcy Court approval of the Amended and Restated Subrogation RSA from 12:00 p.m. 

(Pacific Time) on December 16, 2019, to 12:00 p.m. (Pacific Time) on December 18, 2019. 

PLEASE TAKE FURTHER NOTICE that copies of the Subrogation RSA Motion and the 

Amended and Restated Subrogation RSA can be viewed and/or obtained: (i) by accessing the 

Bankruptcy Court’s website at http://www.canb.uscourts.gov, (ii) by contacting the Office of the Clerk 

of the Court at 450 Golden Gate Avenue, San Francisco, CA 94102, or (iii) from the Debtors’ notice and 

claims agent, Prime Clerk LLC, at https://restructuring.primeclerk.com/pge or by calling (844) 339-4217 

(toll free) for U.S.-based parties; or +1 (929) 333-8977 for International parties or by e-mail at: 

pgeinfo@primeclerk.com. Note that a PACER password is needed to access documents on the 

Bankruptcy Court’s website. 

Dated: December 16, 2019 

WEIL, GOTSHAL & MANGES LLP 

 CRAVATH, SWAINE & MOORE LLP 

KELLER & BENVENUTTI LLP 

/s/ Jane Kim 

 Jane Kim 

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 5122 Filed: 12/16/19 Entered: 12/16/19 11:19:37 Page 3 of

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