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EXHIBIT E 

Conformed Copy of PG&E Corp. Debt Commitment Letter

Case: 19-30088 Doc# 5267-5 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 1

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Execution Version 

1 

#92738579v20 

JPMORGAN CHASE BANK, N.A.

383 Madison Avenue 

New York, New York 10179 

BANK OF AMERICA, N.A. 

BofA SECURITIES, INC. 

One Bryant Park 

New York, NY 10036 

BARCLAYS 

745 Seventh Avenue 

New York, NY 10019 

CITIGROUP GLOBAL MARKETS INC. 

388 Greenwich Street 

New York, NY 10013 

GOLDMAN SACHS BANK USA 

GOLDMAN SACHS LENDING PARTNERS LLC 

200 West Street 

New York, NY 10282 

PERSONAL AND CONFIDENTIAL 

October 4, 2019 

PG&E Corporation 

Pacific Gas and Electric Company 

77 Beale Street 

P.O. Box 77000 

San Francisco, California 94177 

Attention: Nicholas M. Bijur 

PG&E Corporation 

Commitment Letter 

Ladies and Gentlemen: 

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

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

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

California corporation (or any domestic entity formed to hold all of the assets of PG&E upon emergence 

from bankruptcy, the “Borrower”) and Pacific Gas and Electric Company, a California corporation (the 

“Utility”) (together with any domestic entity formed to hold all of the assets of Pacific Gas and Electric 

Company upon emergence from bankruptcy, the “Utility” and together with PG&E, the “Debtors” or 

“you”), are debtors and debtors in possession and (ii) the joint Chapter 11 plan of reorganization filed by 

the Debtors and the shareholder proponents with the Bankruptcy Court on December 12, 2019 at ECF No. 

5101 (as may be further amended, modified or otherwise changed in accordance with this Commitment 

Letter, the “Plan”) to implement the terms and conditions of the reorganization of the Debtors as 

provided therein. Capitalized terms used and not defined in this letter (together with Annexes A and B 

hereto, this “Commitment Letter”) have the meanings assigned to them in Annexes A and B hereto as 

the context may require. JPMorgan, Bank of America, N.A. (“BANA”), BofA Securities, Inc. (or any of 

its designated affiliates, “BofA”, and together with BANA, “Bank of America”), Barclays Bank PLC 

(“Barclays”), Citigroup Global Markets Inc. on behalf of Citi (as defined below), Goldman Sachs Bank 

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USA (“GS Bank”), Goldman Sachs Lending Partners LLC (“GSLP”, and together with GS Bank, 

“Goldman Sachs”) and any other Lenders that become parties to this Commitment Letter as additional 

“Commitment Parties” as provided in Section 3 hereof (including those entities listed in Schedule I 

attached hereto) are referred to herein, collectively, as the “Commitment Parties,” “we” or “us.” 

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

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

amount of $500 million (the “Revolving Credit Facility”) and (b)(i) issue senior secured notes pursuant 

to a registered public offering or Rule 144A or other private placement (the “Notes”), (ii) incur term loans 

under a senior secured term loan facility (the “Term Loan Facility” and the loans thereunder, the “Term 

Loans” and, together with the Notes, collectively, the “Permanent Financing”) or (iii) issue or incur a 

combination of the foregoing. In connection therewith, the Borrower desires to enter into a $7,000 million 

senior unsecured bridge loan facility (the “Facility”) having the terms and subject to the conditions set 

forth herein and in the Annexes hereto, to be available in the event that the Permanent Financing is not 

issued and/or incurred on or prior to the Closing Date (as defined in Annex A) for any reason. 

The transactions described in the preceding paragraphs are collectively referred to herein as the 

“Transactions.” 

For purposes of this Commitment Letter, “Citi” shall mean Citigroup Global Markets Inc., Citibank N.A., 

Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as any of them shall 

determine to be appropriate to provide the services contemplated herein. 

1. Commitments; Titles and Roles.

(a) (i) Each of JPMorgan, BofA, Barclays, Citi and GS Bank is pleased to confirm its agreement to act, 

and you hereby appoint each of JPMorgan, BofA, Barclays, Citi and GS Bank to act, as a joint lead 

arranger and joint bookrunner (in such capacities, the “Arrangers”) and, except in the case of JPMorgan, 

co-syndication agent in connection with the Facility and (ii) each other Commitment Party accepts, on its 

own behalf or on behalf of its designated affiliate, the title(s) agreed to by the Borrower in writing and set 

forth adjacent to its name on Schedule I attached hereto under the heading “Title(s)”; (b) JPMorgan is 

pleased to confirm its agreement to act, and you hereby appoint JPMorgan to act, as administrative agent 

(the “Administrative Agent”) for the Facility; and (c) each of JPMorgan, BANA, Barclays, Citi, GS 

Bank and GSLP (in such capacity, the “Initial Lenders”) and each other Commitment Party is pleased to 

commit, and hereby commits, on a several and not joint basis, to provide the Borrower a portion of the 

aggregate principal amount of the Facility equal to the principal amount set forth adjacent to its name on 

Schedule II attached hereto under the heading “Commitment” on the terms contained in this Commitment 

Letter and subject to the conditions expressly set forth in Annex B hereto; provided that the amount of the 

Facility shall be automatically reduced as provided under “Mandatory Prepayments and Commitment 

Reductions” in Annex A hereto with any such reduction to be applied pro rata among the Initial Lenders. 

It is further agreed that JPMorgan will appear on the top left (and the Arrangers, other than JPMorgan, 

will appear in alphabetical order immediately to the right thereof) of the cover page of any marketing 

materials for the Facility and will hold the roles and responsibilities conventionally understood to be 

associated with such name placement. Our fees for our commitment and for services related to the 

Facility are set forth in a separate fee letter (the “Fee Letter”) entered into by you and the Commitment 

Parties on the date hereof. It is agreed that no other agents, co-agents, arrangers, co-arrangers or 

bookrunners will be appointed and no other titles will be awarded in connection with the Facility, and no 

compensation will be paid in order to obtain such person’s commitment to participate in the Facility 

(other than the compensation expressly contemplated by this Commitment Letter and the Fee Letter) in 

connection with the Facility, unless the Arrangers and you shall so agree; provided, however, that you 

may award agent (other than administrative agent and co-syndication agent) and similar titles to any 

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additional Commitment Party that becomes a Commitment Party hereunder in accordance with the second 

paragraph of Section 3 hereof; provided, further, for the avoidance of doubt, no additional Commitment 

Party shall receive a bookrunner title. 

You agree that JPMorgan may perform its responsibilities hereunder through its affiliate, J.P. Morgan 

Securities LLC. 

2. Conditions Precedent.

Notwithstanding anything to the contrary in this Commitment Letter, the Fee Letter or any other 

agreement or other undertaking concerning the financing of the Transactions, (a) the Commitment 

Parties’ commitments and agreements hereunder with respect to the Facility are subject solely to the 

satisfaction or waiver of the conditions expressly set forth in Annex B hereto and (b) the terms of the 

Facility Documentation shall be in a form such that they do not impair the availability of the Facility on 

the Closing Date if the conditions described in the immediately preceding clause (a) are satisfied. 

3. Syndication.

The Arrangers reserve the right, in accordance with the provisions of this Section 3, prior to or after the 

Closing Date, to syndicate the Facility to the Lenders (as defined in Annex A). The syndication of the 

Facility, including determinations as to the timing of offers to prospective Lenders, the selection of 

Lenders, the acceptance and final allocation of commitments, the awarding of titles or roles to any 

Lenders and the amounts offered and the compensation provided to each Lender from the amounts to be 

paid to the Arrangers pursuant to the terms of this Commitment Letter and the Fee Letter, will be 

conducted by the Arrangers in consultation with the Borrower. Notwithstanding the foregoing, during the 

period commencing on the date hereof and ending November 20, 2019 (the “Initial Syndication 

Period”), the Facility will be syndicated only to those financial institutions approved by you in writing 

prior to the date hereof or other financial institutions as may be approved by you in your sole discretion 

(such financial institutions, collectively, the “Approved Lenders”). Following the Initial Syndication 

Period, if and for so long as a Successful Syndication (as defined in the Fee Letter) has not been achieved, 

the syndication of the Facility shall be conducted by the Arrangers in consultation with the Borrower. 

Following the achievement of a Successful Syndication of the Facility, further assignments and 

commitments shall be in accordance with the section captioned “Assignments and Participations” in the 

Term Sheet attached hereto as Annex A. 

The aggregate commitments of the Commitment Parties with respect to the Facility shall be reduced 

dollar-for-dollar (and on a pro rata basis) by the amount of each commitment for the Facility received 

from additional Lenders selected in accordance with the preceding paragraph to the extent such Lender 

becomes (a) party to this Commitment Letter as an additional “Commitment Party” pursuant to a 

customary joinder agreement or other documentation reasonably satisfactory to the Arrangers and you 

(each, a “Joinder Agreement”) or (b) party to the Facility Documentation as a Lender; provided that any 

reduction of Goldman Sachs’s commitments under the Facility in accordance with the previous sentence 

or as a result of a reduction of the overall commitments of GSLP and GS Bank, each in its capacity as an 

Initial Lender, pursuant to the terms of this Commitment Letter shall be allocated between GSLP’s and 

GS Bank’s respective commitments as determined by GSLP and GS Bank in their sole discretion. 

Notwithstanding the Arrangers’ right to syndicate the Facility and receive commitments with respect 

thereto, and except as provided in the immediately preceding sentence, (i) no Commitment Party shall be 

relieved, released or novated from its obligations hereunder (including its obligation to fund the Facility 

on the Closing Date) in connection with any syndication, assignment or participation of the Facility, 

including its commitment in respect thereof, until after the initial funding of the Facility on the Closing 

Date has occurred, (ii) no assignment or novation shall become effective with respect to all or any portion 

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of the Commitment Parties’ commitments in respect of the Facility until the initial funding of the Facility 

on the Closing Date and (iii) unless you otherwise agree in writing, each Commitment Party shall retain 

exclusive control over all rights and obligations with respect to its commitments in respect of the Facility, 

including all rights with respect to consents, modifications, supplements, waivers and amendments, until 

the initial funding of the Facility on the Closing Date has occurred. 

To facilitate an orderly and successful syndication of the Facility, you agree that, until the earlier of 

(a) the achievement of a Successful Syndication (as defined in the Fee Letter) and (b) 60 days following 

the Closing Date (such earlier date, the “Syndication Date”), the Utility and the Borrower will not 

syndicate or issue, attempt to syndicate or issue or announce the syndication or issuance of any competing 

debt facility or any debt or equity security (other than common equity) of the Utility, the Borrower or any 

of their respective subsidiaries that would reasonably be expected to materially impair the primary 

syndication of the Facility, in each case without the prior written consent of the Arrangers (such consent 

not to be unreasonably withheld, delayed or conditioned), other than (i) the Facility, (ii) the Permanent 

Financing, (iii) the Revolving Credit Facility, (iv) incremental facilities under the Utility’s current debtorin-possession credit agreement or any new debtor-in-possession facilities, in either case that are to be paid 

in full in cash at emergence from the Chapter 11 Cases, (v) securitization securities or facilities 

contemplated by the Plan, (vi) ordinary-course purchase money indebtedness, facility and equipment 

financings, other debt incurred in the ordinary course of business for capital expenditures and working 

capital purposes, financial leases or capital lease obligations, overdraft protection, ordinary course letter 

of credit facilities, hedging and cash management, and similar obligations, (vii) roll-over, “take-back” or 

reinstated debt contemplated by the Plan and (viii) common and preferred equity issued in accordance 

with the Plan in satisfaction of claims. 

Without limiting your obligations to assist with the syndication efforts as set forth herein, it is understood 

that the Commitment Parties’ commitments hereunder are not conditioned upon the syndication of, or 

receipt of commitments in respect of, the Facility and in no event shall the commencement or successful 

completion of syndication of the Facility constitute a condition to the availability of the Facility on the 

Closing Date. 

Until the Syndication Date, you agree to actively assist the Arrangers in achieving a syndication 

satisfactory to you and us. Such assistance shall include (a) your use of commercially reasonable efforts 

to ensure that the Arrangers’ syndication efforts benefit from your and your affiliates’ existing lending 

relationships, (b) your using commercially reasonable efforts to assist in the preparation of one or more 

information packages for the Facility in form and substance customary for transactions of this type 

regarding the business, operations, financial projections and prospects of the Borrower (after giving effect 

to the Transactions) (collectively, the “Confidential Information Memorandum”), (c) your using 

commercially reasonable efforts to obtain, as promptly as practicable prior to the launch of the 

syndication of the Facility, a Public Debt Rating for the Borrower from each of Moody’s Investor 

Services, Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”), in each case giving 

effect to the Transactions, (d) your executing and delivering one or more Joinder Agreements delivered to 

you in respect of prospective Lenders which are selected in accordance with the provisions of this Section 

3, as soon as reasonably practicable following commencement of syndication of the Facility, (e) the 

presentation of one or more customary information packages for the Facility in format and content 

reasonably satisfactory to the Arrangers (collectively, the “Lender Presentation”) in a reasonable 

number of meetings at reasonable times and locations mutually agreed upon and (f) arranging for direct 

contact between senior management and representatives, with appropriate seniority and expertise, of the 

Borrower with prospective Lenders and participation of such persons in a reasonable number of meetings 

at reasonable times and locations mutually agreed upon. In connection with the Arrangers’ syndication 

efforts, you shall not be required to provide information the disclosure of which would violate any (i) 

attorney-client privilege (and you shall not be required to waive any such privilege), (ii) law, rule or 

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regulation applicable to the Borrower or its affiliates or (iii) obligation of confidentiality from a third 

party binding on you or your affiliates (so long as (x) such confidentiality obligation was not entered into 

in contemplation of the Transactions, (y) you use commercially reasonable efforts to obtain a waiver of 

such confidentiality obligation (but not attorney-client privilege) and to otherwise provide such 

information that does not violate such confidentiality obligations and (z) you provide the Commitment 

Parties notice that information is being withheld due to the existence of such confidentiality obligation or 

attorney-client privilege); provided that none of the foregoing shall be construed to limit any of your 

representations and warranties set forth in Section 4 of this Commitment Letter (and any corresponding 

representation in the Confidential Information Memorandum or the Facility Documentation, as 

applicable). The Borrower will be solely responsible for the contents of any such Confidential 

Information Memorandum and Lender Presentation (other than, in each case, any information contained 

therein that has been provided for inclusion by the Commitment Parties about the Commitment Parties) 

and all other written information, documentation or materials delivered to the Commitment Parties by or 

on behalf of the Borrower in connection therewith (collectively, the “Information”) and the Borrower 

acknowledges that the Commitment Parties will be using and relying upon the Information without 

independent verification thereof. The Borrower agrees that Information (including, without limitation, 

draft and execution versions of the Facility Documentation, the Confidential Information Memorandum, 

the Lender Presentation and publicly filed financial statements) may be disseminated to potential Lenders 

through one or more internet sites (including an IntraLinks, SyndTrak or other similar electronic 

workspace (the “Platform”)) created for purposes of syndicating the Facility or otherwise, in accordance 

with each Arranger’s standard syndication practices, and you acknowledge that no Commitment Party nor 

any of their respective affiliates will be responsible or liable to you or any other person or entity for 

damages arising from the use by others of any Information or other materials obtained on the Platform, 

except to the extent such damages have resulted from the willful misconduct, bad faith or gross 

negligence of such Commitment Party or its affiliates (as determined by a court of competent jurisdiction 

in a final and non-appealable judgment). You hereby authorize the Commitment Parties to download 

copies of the Borrower’s trademark logos from its website and post copies thereof and any Information to 

any Platform established by the Arrangers to syndicate the Facility, and to use the Borrower’s trademark 

logos on any confidential information memoranda, presentations and other marketing materials prepared 

in connection with the syndication of the Facility or in any advertisements (to which you consent, such 

consent not to be unreasonably withheld) that we may place after the closing of the Facility in financial 

and other newspapers, journals, the World Wide Web, home page or otherwise, at our own expense 

describing our services to the Borrower hereunder; provided that such consent shall not be required with 

respect to tombstone, case study or similar advertisement incorporated into promotional material and not 

otherwise publicly disseminated. 

The Borrower acknowledges that certain of the Lenders may be “public side” Lenders (i.e., Lenders that 

do not wish to receive Private-Side Information (as defined below)) (each, a “Public Lender”; and 

Lenders who are not Public Lenders being referred to herein as “Private Lenders”). At the request of the 

Arrangers, the Borrower agrees to prepare an additional version of the Confidential Information 

Memorandum and the Lender Presentation to be used by Public Lenders containing a representation that 

such Confidential Information Memorandum does not contain Private-Side Information. “Private-Side 

Information” means material non-public information (for purposes of United States federal, state or other 

applicable securities laws) concerning the Borrower and its affiliates or any of their respective securities; 

and “Public-Side Information” means any information that is not Private-Side Information. It is 

understood that in connection with your assistance described above, you will provide a customary 

authorization letter to the Arrangers (a) authorizing the distribution of the Information to prospective 

Private Lenders and the distribution of the Public Side Information to prospective Public Lenders and (b) 

containing a customary “10b-5” representation and a representation to the Commitment Parties, in the 

case of the public-side version, that such Information does not include material non-public information 

about the Borrower, its affiliates or their respective securities. The Public-Side Information will contain 

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customary language exculpating the Arrangers, you and the respective affiliates of each of the foregoing 

with respect to any liability related to the use of the contents of the Public-Side Information. In addition, 

the Borrower will clearly designate as such all Information provided to any Commitment Party by or on 

behalf of it which contains exclusively Public-Side Information. The Borrower acknowledges and agrees 

that the following documents may be distributed to all Lenders (including Public Lenders) (unless the 

Borrower promptly notifies the Arrangers in writing (including by email) within a reasonable time prior 

to their intended distribution (after you have been given a reasonable opportunity to review such 

documents) that any such document should only be distributed to prospective Private Lenders): (a) drafts 

and final versions of the Facility Documentation; (b) term sheets and notification of changes in the terms 

of the Facility and (c) administrative materials prepared by the Arrangers for prospective Lenders (such as 

a lender meeting invitation, allocations and funding and closing memoranda). If you advise us that any of 

the foregoing items should be distributed only to Private Lenders, then we will not distribute such 

materials to Public Lenders without further discussions with you. 

4. Information.

The Borrower represents and covenants that (i) all written Information (other than projections, estimates 

and other forward-looking materials and information of a general economic or industry specific nature) 

provided by or on behalf of the Borrower to the Commitment Parties or the Lenders in connection with 

the Transactions is and will be when furnished, when taken as a whole, complete and correct in all 

material respects and does not and will not contain when furnished, when taken as a whole, any untrue 

statement of a material fact or omit to state a material fact necessary to make the statements contained 

therein not materially misleading in light of the circumstances under which such statements are made 

(giving effect to all supplements and updates provided thereto); and (ii) the written financial projections 

and other written forward-looking information (the “Projections”) that have been or will be made 

available to the Commitment Parties or the Lenders by or on behalf of the Borrower in connection with 

the Transactions have been and will be prepared in good faith based upon assumptions that are believed 

by the Borrower to be reasonable at the time such Projections are furnished to the Commitment Parties or 

the Lenders, it being understood and agreed that Projections are as to future events and are not to be 

viewed as facts, are subject to significant uncertainties and contingencies, many of which are out of the 

Borrower’s control, that no assurance can be given that any particular Projections will be realized and that 

actual results during the period or periods covered by such Projections may differ significantly from the 

projected results and such differences may be material. 

You agree that if at any time prior to the later of (i) the Closing Date and (ii) the Syndication Date you 

become aware that any of the representations in the preceding sentence would be incorrect in any material 

respect if the Information and Projections were being furnished, and such representations were being 

made, at such time, then you will promptly supplement, or cause to be supplemented, the Information and 

Projections so that such representations will be correct in all material respects in light of the 

circumstances under which such statements are made. We have no obligation to conduct any independent 

evaluation or appraisal of the assets or liabilities of you or any other party. 

5. Indemnification and Related Matters.

Subject to the approval of this Commitment Letter by the Bankruptcy Court, you agree, jointly and 

severally, (a) to indemnify and hold harmless the Commitment Parties and their respective affiliates and 

their respective officers, directors, employees, advisors, and agents (each, an “indemnified person”) 

from and against any and all losses, claims, damages, liabilities and related expenses to which any such 

indemnified person may become subject arising out of or in connection with this Commitment Letter, the 

Facility, the use of the proceeds thereof or any related transaction or any actual or prospective claim, 

litigation, investigation, arbitration or proceeding relating to any of the foregoing (including in relation to 

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enforcing the terms of this paragraph) (each, a “Proceeding”), regardless of whether any indemnified 

person is a party thereto, whether or not such Proceedings are brought by you, your equity holders, 

affiliates, creditors or any other person, and to reimburse each indemnified person upon demand for 

reasonable, documented and invoiced out-of-pocket legal expenses of one primary firm of counsel, one 

regulatory counsel and one special bankruptcy counsel for all such indemnified persons, taken as a whole, 

and, if necessary, of a single firm of local counsel in each appropriate jurisdiction (which may include a 

single firm of special counsel acting in multiple jurisdictions) for all such indemnified persons, taken as a 

whole (and, in the case of an actual or perceived conflict of interest where the indemnified person affected 

by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of 

counsel for such affected indemnified person and, if necessary, of one regulatory counsel, one special 

bankruptcy counsel and a single firm of local counsel in each appropriate jurisdiction (which may include 

a single firm of special counsel acting in multiple jurisdictions) for such affected indemnified person) (the 

foregoing, the “Counsel Limitation”) or other reasonable, documented and invoiced out-of-pocket 

expenses incurred in connection with investigating or defending any of the foregoing; provided that the 

foregoing indemnity will not, as to any indemnified person, apply to losses, claims, damages, liabilities or 

related expenses to the extent they are found by a final, non-appealable judgment of a court of competent 

jurisdiction to (i) have arisen or resulted from the willful misconduct, bad faith or gross negligence of 

such indemnified person, (ii) have resulted from a claim brought by you or any of your subsidiaries 

against such indemnified person for material breach of such indemnified person’s obligations hereunder 

or (iii) have not resulted from an act or omission by you or any of your affiliates and have been brought 

by an indemnified person against any other indemnified person (other than any claims against any 

Commitment Party in its capacity or in fulfilling its role as an arranger or agent or any similar role 

hereunder, except to the extent such acts or omissions are determined by a court of competent jurisdiction 

by a final and non-appealable judgment to have constituted the gross negligence, bad faith or willful 

misconduct of such indemnified party in such capacity), and (b) to reimburse the Commitment Parties and 

their respective affiliates on demand for all out-of-pocket expenses (including due diligence expenses, 

syndication expenses, travel expenses, and reasonable fees, charges and disbursements of counsel) 

incurred in connection with the Facility and any related documentation (including this Commitment 

Letter, the Fee Letter and the definitive documentation relating to the Facility) or the administration, 

amendment, modification or waiver thereof. You acknowledge that we may receive a benefit, including 

without limitation, a discount, credit or other accommodation, from any of such counsel based on the fees 

such counsel may receive on account of their relationship with us including, without limitation, fees paid 

pursuant hereto. None of the indemnified persons or you shall have any liability for any special, indirect, 

consequential or punitive damages in connection with activities related to the Facility or the Transactions; 

provided that nothing contained in this sentence shall limit your indemnity and reimbursement obligations 

to the extent set forth in this paragraph. 

No indemnified person shall be liable for any damages arising from the use by others of Information or 

other materials obtained through electronic, telecommunications or other information transmission 

systems, including an Platform or otherwise via the internet, and you agree, to the extent permitted by 

applicable law, to not assert any claims against any indemnified person with respect to the foregoing. 

You shall not, without the prior written consent of an indemnified person (which consent shall not be 

unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened 

Proceedings in respect of which indemnity could have been sought hereunder by such indemnified person 

unless such settlement (a) includes an unconditional release of such indemnified person in form and 

substance reasonably satisfactory to such indemnified person from all liability on claims that are the 

subject matter of such Proceedings and (b) does not include any statement as to or any admission of fault, 

culpability or a failure to act by or on behalf of any indemnified person or any injunctive relief or other 

non-monetary remedy. You acknowledge that any failure to comply with your obligations under the 

preceding sentence may cause irreparable harm to the Commitment Parties and the other indemnified 

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persons. You shall not be liable for any settlement of any Proceeding if the amount of such settlement 

was effected without your consent (which consent shall not be unreasonably withheld, conditioned or 

delayed), but if settled with your written consent or if there is a judgment by a court of competent 

jurisdiction in any such Proceeding, you agree to indemnify and hold harmless each indemnified person 

from and against any and all losses, claims, damages, penalties, liabilities and expenses by reason of such 

settlement or judgment in accordance with the other provisions of this paragraph. 

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

set forth in, this Commitment Letter and the Fee Letter (a) are reasonable, (b) are actual and necessary 

costs and expenses of preserving the Debtors’ estates and (c) subject to the approval of this Commitment 

Letter by the Bankruptcy Court, constitute allowed Administrative Claims against the Debtors on a joint 

and several basis under the Plan. 

6. Assignments.

This Commitment Letter may not be assigned by you without the prior written consent of the 

Commitment Parties, nor, except as expressly contemplated by Section 3 above, by any Commitment 

Party without your prior written consent (and any purported assignment without such consent will be null 

and void), is intended to be solely for the benefit of the Commitment Parties and the other parties hereto 

and, except as set forth in Section 5 above, is not intended to confer any benefits upon, or create any 

rights in favor of, any person other than the parties hereto. Any Commitment Party may, in consultation 

with the Borrower, assign its commitments and agreements hereunder, in whole or in part, to any of its 

affiliates; for the avoidance of doubt, GS Bank may assign its commitments and agreements hereunder, in 

whole or in part, to GSLP and vice versa, and any such assignment will relieve such assignor of its 

obligations hereunder dollar-for-dollar by the amount of such assigned commitments (and the applicable 

assignee’s commitments will be increased dollar-for-dollar by the amount of such assigned 

commitments).. 

7. Confidentiality.

This Commitment Letter, the Fee Letter and the contents hereof and thereof are confidential and may not 

be disclosed by you to any other person (other than any Commitment Party) without our prior written 

consent (such consent not to be unreasonably withheld, conditioned or delayed), except pursuant to a 

subpoena or order issued by a court or administrative agency or by a judicial, administrative or legislative 

body or committee (in which case you agree to inform us promptly thereof to the extent practicable and 

not prohibited by applicable law, rule or regulation); provided that we hereby consent to your disclosure 

of (i) this Commitment Letter and the Fee Letter to your affiliates and your and your affiliates’ respective 

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

other experts, professional advisors or agents) who are involved in the consideration of the Transactions 

(including in connection with providing accounting and tax advice to the Borrower and its affiliates) on a 

confidential basis, (ii) this Commitment Letter and the Fee Letter as required by applicable law or 

compulsory legal process or, to the extent requested or required by governmental and/or regulatory 

authorities (in which case you agree (except with respect to any audit or examination conducted by bank 

examiners or any governmental bank regulatory authority exercising examination or regulatory authority) 

to inform us promptly thereof to the extent practicable and not prohibited by applicable law, rule or 

regulation), (iii) following your acceptance of the provisions hereof and return of an executed counterpart 

of this Commitment Letter to the Commitment Parties as provided below, this Commitment Letter (but 

not the Fee Letter other than the existence thereof) in any public record in which you are required by law 

or regulation to file it (including the Bankruptcy Court to obtain its approval) or with the Securities and 

Exchange Commission (“SEC”) and other applicable regulatory authorities and stock exchanges to the 

extent required to be in compliance therewith, (iv) the aggregate fee amounts contained in the Fee Letter 

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in financial statements or as part of projections, pro forma information or a generic disclosure of 

aggregate sources and uses related to aggregate compensation amounts related to the Transactions to the 

extent customary or required in offering and marketing materials for the Facility, the Permanent 

Financing or in any public filing relating to the Transactions, in each case in a manner which does not 

disclose the fees payable pursuant to the Fee Letter (except in the aggregate), (v) this Commitment Letter 

and the information contained herein and the Fee Letter in connection with the exercise of any remedies 

hereunder or any suit, action or proceeding relating to this Commitment Letter, Fee Letter or the 

transactions contemplated thereby or enforcement thereof or hereof, (vi) the information contained in 

Annexes A and B in any prospectus or other offering memorandum or in any syndication or other 

marketing materials relating to the Facility or the Permanent Financing, (vii) any information set forth 

herein (including in the Annexes hereto) to the extent that such information becomes publicly available 

other than by reason of disclosure in violation of this agreement by you or your affiliates or your or their 

respective officers, directors, employees or advisors, (viii) the existence of this Commitment Letter and 

the information contained in Annex A to any rating agency; provided that such information is supplied to 

any such rating agency only on a confidential basis and (ix) following your acceptance hereof and the 

return of an executed counterpart of this Commitment Letter to the Commitment Parties, as provided 

below, in consultation with us and on a confidential basis, this Commitment Letter to any potential or 

prospective Commitment Party or any potential or prospective Lender. The obligations under this 

paragraph with respect to this Commitment Letter (but not the Fee Letter) shall terminate automatically 

after the earlier of the date (x) of any public filing permitted hereunder and (y) the Facility 

Documentation shall have been executed and delivered by the parties thereto. To the extent not earlier 

terminated, the provisions of this paragraph with respect to this Commitment Letter (but not the Fee 

Letter) shall automatically terminate on the second anniversary hereof. 

Notwithstanding anything to the contrary herein, any disclosure of the Fee Letter to obtain Bankruptcy 

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

unredacted copy thereof directly to the Bankruptcy Court, the Office of the United States Trustee and 

advisors to the Official Committee of Unsecured Creditors, the Official Committee of Tort Claimants and 

any other official committee established pursuant to Section 1102 of the Bankruptcy Code on a 

confidential and professionals’ eyes only basis; provided, however, that you shall be permitted to publicly 

disclose the fees payable under the Fee Letter, solely on an aggregate basis combined with all other fees 

payable by you in connection with the financing for which you are seeking the approval of the 

Bankruptcy Court. 

Each Commitment Party shall use all non-public information provided to it by or on behalf of the 

Borrower or any of your subsidiaries or affiliates solely for the purpose of providing the services which 

are the subject of this Commitment Letter and otherwise in connection with the Transactions, and shall 

treat confidentially all such information and shall not disclose such information to any third party or 

circulate or refer publicly to such information; provided, however, that nothing herein will prevent each 

Commitment Party from disclosing any such information (a) pursuant to the order of any court or 

administrative agency, or otherwise as required by applicable law or compulsory legal process (in which 

case such person agrees to inform you promptly thereof to the extent practicable and not prohibited by 

applicable law, rule or regulation), (b) upon the request or demand of any regulatory authority having 

jurisdiction over such person or any of its affiliates (in which case such person agrees (except with respect 

to any audit or examination conducted by bank examiners or any governmental bank regulatory authority 

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

and not prohibited by applicable law, rule or regulation), (c) to the extent that such information is publicly 

available or becomes publicly available other than by reason of disclosure by such person or any of such 

person’s affiliates or its or their respective officers, directors, employees or advisors in violation of this 

Commitment Letter, (d) to such person’s affiliates and to such person’s and such affiliates’ respective 

officers, directors, partners, members, employees, legal counsel, independent auditors, service providers 

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and other experts or agents who need to know such information in connection with the Transactions and 

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

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

disclosing Commitment Party shall be responsible for any violation of the provisions of this Section 7 by 

any such person, (e) to potential and prospective Lenders, participants and any direct or indirect 

contractual counterparties to any swap or derivative transaction relating to the Borrower or its obligations 

under the Facility, in each case, who have agreed to keep such information confidential on terms not less 

favorable than the provisions hereof in accordance with the standard syndication processes of the 

Arrangers or customary market standards for the dissemination of such type of information, (f) to 

Moody’s and S&P and other rating agencies; provided that such information is limited to Annex A and is 

supplied only on a confidential basis, (g) to market data collectors, similar service providers to the lending 

industry, and service providers to the Arrangers in connection with the administration and management of 

the Facility; provided that such information is limited to the existence of this Commitment Letter and 

information of a type routinely provided regarding the closing date, size, type, purpose of, and parties to, 

the Facility, (h) received by such person from a source (other than you or any of your affiliates, advisors, 

members, directors, employees, agents or other representatives) not known by such person to be 

prohibited from disclosing such information to such person by a legal, contractual or fiduciary obligation, 

(i) to the extent that such information was already in the Commitment Parties’ possession on a nonconfidential basis or is independently developed by the Commitment Parties, (j) for purposes of 

establishing a “due diligence” defense or (k) in connection with the exercise of any remedies hereunder or 

any suit, action or proceeding relating to this Commitment Letter, the Fee Letter or the transactions 

contemplated hereby or thereby or enforcement thereof or hereof. The Commitment Parties’ obligation 

under this provision shall remain in effect until the earlier of (i) two years from the date hereof and (ii) the 

execution and delivery of the Facility Documentation by the parties thereto, at which time any 

confidentiality undertaking in the Facility Documentation shall supersede the provisions in this paragraph. 

8. Absence of Fiduciary Relationship; Affiliates; Etc.

As you know, each Commitment Party (together with its affiliates, the “Commitment Entities”) is a full 

service financial institution engaged, either directly or through its affiliates, in a broad array of activities, 

including commercial and investment banking, financial advisory, market making and trading, investment 

management (both public and private investing), investment research, principal investment, financial 

planning, benefits counseling, risk management, hedging, financing, brokerage and other financial and 

non-financial activities and services globally. In the ordinary course of their various business activities, 

the Commitment Entities and funds or other entities in which the Commitment Entities invest or with 

which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments 

in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial 

instruments for their own account and for the accounts of their customers. In addition, the Commitment 

Entities may at any time communicate independent recommendations and/or publish or express 

independent research views in respect of such assets, securities or instruments. Any of the 

aforementioned activities may involve or relate to assets, securities and/or instruments of the Borrower 

and/or other entities and persons which may (i) be involved in transactions arising from or relating to the 

arrangement contemplated by this Commitment Letter or (ii) have other relationships with the Borrower 

or its affiliates. In addition, the Commitment Entities may provide investment banking, commercial 

banking, underwriting and financial advisory services to such other entities and persons. Although the 

Commitment Entities in the course of such other activities and relationships may acquire information 

about the transactions contemplated by this Commitment Letter or other entities and persons which may 

be the subject of the financing contemplated by this Commitment Letter, the Commitment Entities shall 

have no obligation to disclose such information, or the fact that the Commitment Entities are in 

possession of such information, to the Borrower or to use such information on the Borrower’s behalf. 

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Consistent with the Commitment Entities’ policies to hold in confidence the affairs of their customers, the 

Commitment Entities will not furnish confidential information obtained from you by virtue of the 

transactions contemplated by this Commitment Letter to any of their other customers and will treat 

confidential information relating to the Borrower and its affiliates with the same degree of care as they 

treat their own confidential information and in accordance with Section 7 hereof. Furthermore, you 

acknowledge that neither the Commitment Entities nor any of their respective affiliates has an obligation 

to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, 

confidential information obtained or that may be obtained by them from any other person. 

Each of the Commitment Entities may have economic interests that conflict with those of the Borrower, 

its equity holders and/or its affiliates. You agree that each Commitment Entity will act under this 

Commitment Letter as an independent contractor and that nothing in this Commitment Letter or the Fee 

Letter or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or 

other implied duty between the Commitment Entities and the Borrower, its equity holders or its affiliates. 

You acknowledge and agree that the transactions contemplated by this Commitment Letter and the Fee 

Letter (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length 

commercial transactions between the Commitment Entities, on the one hand, and the Borrower, on the 

other, and in connection therewith and with the process leading thereto, (i) the Commitment Entities have 

not assumed (A) an advisory responsibility in favor of the Borrower, its equity holders or its affiliates 

with respect to the financing transactions contemplated hereby or (B) a fiduciary responsibility in favor of 

the Borrower, its equity holders or its affiliates with respect to the transactions contemplated hereby, or in 

each case, the exercise of rights or remedies with respect thereto or the process leading thereto 

(irrespective of whether the Commitment Entities have advised, are currently advising or will advise the 

Borrower, its equity holders or its affiliates on other matters) or any other obligation to the Borrower 

except the obligations expressly set forth in this Commitment Letter and the Fee Letter and (ii) the 

Commitment Entities are acting solely as principals and not as the agents or fiduciaries of the Borrower, 

its management, equity holders, affiliates, creditors or any other person. The Borrower acknowledges and 

agrees that it has consulted its own legal, tax, investment, accounting and financial advisors to the extent 

it deemed appropriate and that it is responsible for making its own independent judgment with respect to 

such transactions and the process leading thereto. To the fullest extent permitted by law, the Borrower 

agrees that it will not bring any claim that the Commitment Entities have breached any fiduciary or 

similar duty to the Borrower with respect to the financing transactions contemplated hereby or owe a 

fiduciary or similar duty to the Borrower, in connection with such financing transactions or the process 

leading thereto. In addition, each Commitment Party may employ the services of its affiliates in 

providing services and/or performing its or their obligations hereunder and may, subject to Section 7, 

exchange with such affiliates information concerning the Borrower and other companies that may be the 

subject of this arrangement, and such affiliates will be entitled to the benefits afforded to such 

Commitment Party hereunder (it being understood that the persons to whom such disclosure is made will 

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

confidential). Notwithstanding the foregoing, nothing herein shall affect the Borrower’s rights in respect 

of any separate engagement of any Commitment Party, including as financial advisor, in connection with 

the Transactions or any other matter. 

You further acknowledge that certain of the Commitment Parties and/or their affiliates currently are 

acting as lenders and as the administrative agent under certain of the Borrower’s credit agreements, and 

your and your affiliates’ rights and obligations under any other agreement with any Commitment Party or 

any of its affiliates (including the Funded Debt Documents and the DIP Facility Credit Agreement (each 

as defined in the Plan)) that currently exist or hereafter may exist are, and shall be, separate and distinct 

from the rights and obligations of the parties pursuant to this Commitment Letter, and none of such rights 

and obligations under such other agreements shall be affected by any Commitment Party’s performance 

or lack of performance of services hereunder. You hereby agree that each Commitment Party may render 

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its services under this Commitment Letter notwithstanding any actual or potential conflict of interest 

presented by the foregoing, and you agree that you will not claim any conflict of interest relating to the 

relationship among such Commitment Party and you and your affiliates in connection with the 

commitments and services contemplated hereby, on the one hand, and the exercise by any Commitment 

Party or any of its affiliates of any of their rights and duties under any credit agreement or other 

agreement (including the Funded Debt Documents and the DIP Facility Credit Agreement) on the other 

hand. 

In addition, please note that the Commitment Entities do not provide accounting, tax or legal advice. 

9. Miscellaneous.

Neither this Commitment Letter nor the Fee Letter may be amended or any term or provision hereof or 

thereof waived or otherwise modified except by an instrument in writing signed by each of the parties 

hereto or thereto, as applicable, and any term or provision hereof or thereof may be amended or waived 

only by a written agreement executed and delivered by all parties hereto or thereto. 

The provisions set forth under Sections 3, 4, 5, 7 and 8 hereof (in each case other than any provision 

therein that expressly terminates upon execution of the Facility Documentation), this Section 9 and the 

provisions of the Fee Letter will remain in full force and effect regardless of whether the Facility 

Documentation is executed and delivered, except that the provisions of Sections 3 and 4 shall not survive 

if the commitments and undertakings of the Commitment Parties are terminated prior to the effectiveness 

of the Facility; provided that (x) the foregoing provisions in this paragraph (other than with respect to the 

provisions set forth in the Fee Letter and under Sections 7, 8 and this Section 9 hereof, which will remain 

in full force and effect notwithstanding the expiration or termination of this Commitment Letter or the 

Commitment Parties’ respective commitments and agreements hereunder) shall be superseded in each 

case, to the extent covered thereby, by the applicable provisions contained in the Facility Documentation 

upon execution thereof and thereafter shall have no further force and effect and (y) the provisions of 

Sections 3 and 4 shall terminate on the Syndication Date (or, in the case of the second paragraph of 

Section 4, the Closing Date if later). 

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

respect of this Commitment Letter or the Commitment Parties’ commitments or agreements 

hereunder or the Fee Letter will be tried exclusively in (i) subject to clause (ii)(B), until the Effective 

Date (as defined in the Plan) of the Plan, the Bankruptcy Court and (ii)(A) thereafter or (B) if the 

Bankruptcy Court refuses to accept, or the Bankruptcy Court or any appellate court from the 

Bankruptcy Court determines in a final, non-appealable order that the Bankruptcy Court does not 

have, jurisdiction, any Federal court of the United States of America sitting in the Borough of 

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

the City and County of New York, and each party hereby submits to the exclusive jurisdiction of, 

and to venue in, such court. Any right to trial by jury with respect to any action or proceeding 

arising in connection with or as a result of either the Commitment Parties’ commitments or 

agreements or any matter referred to in this Commitment Letter or the Fee Letter is hereby waived 

by the parties hereto (to the fullest extent permitted by applicable law). Each of the parties hereto 

(for itself and its affiliates) agrees that a final judgment in any such action or proceeding shall be 

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other 

manner provided by law. Service of any process, summons, notice or document by registered mail 

or overnight courier addressed to any of the parties hereto at the addresses above shall be effective 

service of process against such party for any suit, action or proceeding brought in any such court. 

This Commitment Letter and the Fee Letter and any claim, controversy or dispute arising 

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hereunder or thereunder will be governed by and construed in accordance with the laws of the 

State of New York without regard to principles of conflicts of laws. 

10. PATRIOT Act Notification.

The Commitment Parties hereby notify the Borrower that pursuant to the requirements of the USA 

PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) and 

the requirements of 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”) the Commitment 

Parties and each Lender may be required to obtain, verify and record information that identifies the 

Borrower, which information includes the name and address of the Borrower and other information that 

will allow the Commitment Parties and each Lender to identify the Borrower in accordance with the 

Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the 

requirements of the Patriot Act and is effective for the Commitment Parties and each Lender. 

11. Acceptance and Termination.

Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement 

with respect to subject matter contained herein, including an agreement to negotiate in good faith the 

Facility Documentation by the parties hereto in a manner consistent with this Commitment Letter, it being 

acknowledged and agreed that the commitments provided hereunder by the Commitment Parties are 

subject to the conditions expressly set forth in Annex B hereto. 

This Commitment Letter may be executed in any number of counterparts, each of which when executed 

will be an original, and all of which, when taken together, will constitute one agreement. Delivery of an 

executed counterpart of a signature page of this Commitment Letter by facsimile transmission or other 

electronic transmission (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed 

counterpart hereof. This Commitment Letter and the Fee Letter are the only agreements that have been 

entered into among the parties hereto with respect to the Facility and set forth the entire understanding of 

the parties with respect thereto and supersede any prior written or oral agreements among the parties 

hereto with respect to the Facility. 

The Commitment Parties’ commitments and agreements hereunder will terminate upon the first to occur 

of (i) the execution and delivery of the Facility Documentation by each of the parties thereto, (ii) the 

Effective Date of the Plan without using the loans under the Facility, (iii) 11:59 p.m., New York City 

time, on (A) June 30, 2020, if the Confirmation Order has not been entered prior to such time or (B) 

August 29, 2020, if the Closing Date has not occurred prior to such time, (iv)(A) the Plan or the Approval 

Order is amended or modified or any condition contained therein waived, in a manner that is adverse to 

the Commitment Parties in their capacities as such, in either case without the consent of the 

Administrative Agent and the Commitment Parties holding 66 2/3% of the commitments hereunder in 

respect of the Facility (the “Required Commitment Parties”) (such consent not to be unreasonably 

withheld, conditioned or delayed; provided that modifications to the Plan solely as a result of an increase 

in roll-over, “take-back” or reinstatement of any existing debt of the Debtors shall be deemed not to be 

adverse to the Commitment Parties for the purposes of this clause (A)), (B) any Plan Supplement or any 

Plan Document (each as defined in the Plan) that is adverse to the interests of the Commitment Parties in 

their capacities as such is filed or finalized without the consent of the Required Commitment Parties (such 

consent not to be unreasonably withheld, conditioned or delayed), (v) the Chapter 11 Case with respect to 

any Debtor is dismissed or converted to a proceeding under chapter 7 of the Bankruptcy Code, (vi) a 

trustee or examiner with enlarged powers (having powers beyond those set forth in section 1106(a)(3) and 

1106(a)(4) of the Bankruptcy Code) is appointed with respect to any of the Debtors, (vii) there is in effect 

an order of a governmental authority of competent jurisdiction permanently restraining, enjoining or 

otherwise prohibiting the consummation of any of the transactions contemplated by the Plan, or any law, 

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statute, rule, regulation or ordinance is adopted that makes consummation of the transactions 

contemplated by the Plan illegal or otherwise prohibited; (viii) the Bankruptcy Court shall not have 

entered an order approving the relief requested in the motion filed with the Bankruptcy Court authorizing 

the Borrower’s entry into and performance under this Commitment Letter, the Fee Letter and any related 

engagement letter (the “Approval Order”), in form and substance reasonably satisfactory to the 

Commitment Parties, on or before January 31, 2020; (ix) the Debtors’ aggregate liability with respect to 

Fire Claims (as defined in the Plan) is determined (whether (A) by the Bankruptcy Court (or the District 

Court to which the reference has been partially withdrawn for estimation purposes), (B) pursuant to an 

agreement between the Debtors and the holders of Fire Claims that is subject to an order of the 

Bankruptcy Court approving such agreement, or (C) through a combination thereof) to exceed $25.5 

billion (the “Fire Claims Cap”); (x) (A) the occurrence of one or more wildfires within PG&E’s service 

area after the Petition Date (as defined in the Plan) and prior to January 1, 2020 that is asserted by any 

person to arise out of the Debtors’ activities and that destroys or damages more than 500 dwellings or 

commercial structures (“Structures”); provided, however, that any notice of termination under this clause 

(x)(A) must be given on or before the entry of the Approval Order, or (B) the occurrence of one or more 

wildfires on or after January 1, 2020 destroying or damaging at least 500 Structures within PG&E’s 

service area at a time when the portion of PG&E’s system at the location of such wildfire was not 

successfully de-energized; (xi) the Debtors shall not have received at least $12,000 million of equity 

commitments by December 24, 2019 on terms reasonably satisfactory to the Commitment Parties, (xii) 

since June 30, 2019, a Material Adverse Effect shall have occurred; (xiii) the Debtors have failed to 

perform any of their obligations set forth in this Commitment Letter, which failure to perform (A) would 

give rise to the failure of the condition set forth in paragraph 1(a) or 1(d) on Annex B hereto and (B) is 

incapable of being cured or, if capable of being cured by June 30, 2020, the Debtors have not cured within 

10 calendar days following receipt by the Debtors of written notice of such failure to perform from the 

Commitment Parties holding a majority of the commitments in respect of the Facility, (xiv) if at any time 

after the first day of the Confirmation Hearing (as defined in the Plan), either (A) asserted Administrative 

Expense Claims (as defined in the Plan) exceed $250 million (excluding all ordinary course 

Administrative Expense Claims, Professional Fee Claims, Disallowed Administrative Expense Claims 

and the portion of an Administrative Expense Claim that is covered by insurance (in each case, as defined 

in the Plan) and including for the avoidance of doubt, any such expenses or claims with respect to the 

Facility (collectively, the “Excluded Administrative Expense Claims”)) or (B) the Debtors have 

reserved for and/or paid more than $250 million in the aggregate for Administrative Expense Claims, 

excluding the Excluded Administrative Expense Claims, (xv) on or prior to June 30, 2020, the Borrower 

shall not have received from the California Public Utilities Commission (the “CPUC”) all necessary 

approvals, authorizations and final orders to implement the Plan, and to participate in the Go-Forward 

Wildfire Fund (as defined in the Plan), including (A) provisions pertaining to authorized return on equity 

and regulated capital structure, (B) a disposition of proposals for certain potential changes to PG&E’s 

corporate structure and authorizations for the Utility to operate as a utility, (C) resolution of claims for 

monetary fines or penalties under the California Public Utilities Code for conduct prior to the Petition 

Date and (D) approval (or exemption from approval) of the financing structure and the securities to be 

issued under the Plan, (xvi) if at any time the Bankruptcy Court determines that the Debtors are insolvent 

and (xvii) the Plan, any Plan Supplement or any Plan Document is amended, modified or changed, in each 

case without the consent of the Required Commitment Parties to include a process for transferring the 

license and operating assets of the Utility to the State of California or a third party (a "Transfer") or 

PG&E effects a Transfer other than pursuant to the Plan; (the earliest date in clauses (ii) through (xvii) 

being the “Commitment Termination Date”); provided that the termination of any commitment 

pursuant to this sentence does not prejudice your rights and remedies in respect of any breach of this 

Commitment Letter. You will have the right to terminate this Commitment Letter in the event that the 

Debtor’s exclusive periods to file and solicit acceptances of a plan of reorganization are terminated or 

modified. 

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Please confirm that the foregoing is in accordance with your understanding by signing and returning to 

JPMorgan an executed copy of this Commitment Letter, together, if not previously executed and 

delivered, with an executed copy of the Fee Letter, on or before 11:59 p.m., New York City time, on 

October 11, 2019, whereupon this Commitment Letter and the Fee Letter will become binding agreements 

between us. This offer will terminate on such date if this Commitment Letter and the Fee Letter have not 

been signed and returned as described in the preceding sentence. We look forward to working with you 

on this transaction. 

[Remainder of page intentionally left blank] 

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[Signature Page to Commitment Letter (HoldCo)] 

Very truly yours, 

JPMORGAN CHASE BANK, N.A. 

By: 

Name: 

Title: 

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[Signature Page to Commitment Letter (HoldCo)] 

BofA SECURITIES, INC. 

By: 

Name: 

Title: 

BANK OF AMERICA, N.A. 

By: 

Name: 

Title: 

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[Signature Page to Commitment Letter (HoldCo)] 

BARCLAYS BANK PLC 

By: 

Name: 

Title: 

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[Signature Page to Commitment Letter (HoldCo)] 

CITIGROUP GLOBAL MARKETS INC. 

By: 

Name: 

Title: 

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[Signature Page to Commitment Letter (HoldCo)] 

GOLDMAN SACHS BANK USA 

By: 

Name: 

Title: 

GOLDMAN SACHS LENDING PARTNERS LLC 

By: 

Name: 

Title: 

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[Signature Page to Commitment Letter (HoldCo)] 

ACCEPTED AND AGREED AS OF 

THE DATE FIRST WRITTEN ABOVE: 

PG&E CORPORATION 

By: 

Name: 

Title: 

PACIFIC GAS AND ELECTRIC COMPANY 

By: 

Name: 

Title:

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Schedule I 

Titles 

Commitment Party (or its designated 

affiliate) Title(s) 

BNP Paribas 

Joint Lead Arranger and CoDocumentation Agent 

Credit Suisse AG, Cayman Islands 

Branch Joint Lead Arranger and CoDocumentation Agent 

Morgan Stanley Bank, N.A. 

Joint Lead Arranger and CoDocumentation Agent 

MUFG Union Bank, N.A. 

Joint Lead Arranger and CoDocumentation Agent 

Wells Fargo Bank, National Association

Joint Lead Arranger and CoDocumentation Agent 

Mizuho Bank, Ltd. 

Joint Lead Arranger and CoDocumentation Agent 

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Schedule II 

Commitments 

Commitment Party Commitment 

JPMorgan Chase Bank, N.A. $1,466,216,216.28 

Bank of America, N.A. $1,099,662,162.16 

Barclays Bank PLC $1,099,662,162.16 

Citi $1,099,662,162.16 

Goldman Sachs Bank USA $1,050,000,000.00 

Goldman Sachs Lending Partners LLC $49,662,162.16 

BNP Paribas $189,189,189.18 

Credit Suisse AG, Cayman Islands 

Branch $189,189,189.18 

Morgan Stanley Bank, N.A. $189,189,189.18 

MUFG Union Bank, N.A. $189,189,189.18 

Wells Fargo Bank, National 

Association $189,189,189.18 

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Mizuho Bank, Ltd. $189,189,189.18 

Total: $7,000,000,000.00 

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ANNEX A 

PG&E Corporation 

$7,000 Million Senior Unsecured 364-Day Facility 

Summary of Principal Terms1

Borrower: PG&E Corporation, a California corporation (the “PG&E”), or any 

domestic entity formed to hold all of the assets of PG&E upon 

emergence from bankruptcy (the “Borrower”). 

Guarantors: None. 

Security: None. 

Administrative Agent: JPMorgan Chase Bank, N.A. (“JPMorgan”) will act as sole 

administrative agent (collectively, in such capacity, the 

“Administrative Agent”) for a syndicate of banks, financial 

institutions and other institutional lenders approved in accordance 

with the Commitment Letter (together with JPMorgan, the 

“Lenders”), and will perform the duties customarily associated with 

such role. 

Joint Bookrunners and Joint Lead 

Arrangers: 

JPMorgan, BofA, Barclays, Citi and GS Bank will act as joint 

bookrunners and joint lead arrangers for the Facility described 

below (in such capacities, the “Arrangers”), and will perform the 

duties customarily associated with such roles. 

Co-Syndication Agents: BofA, Barclays, Citi and GS Bank will act as co-syndication agents 

for the Facility and will perform the duties customarily associated 

with such roles. 

Facility: A senior unsecured bridge term loan credit facility in an aggregate 

principal amount of $7,000 million (the “Facility”). 

Purpose: The proceeds of the Facility will be used by the Borrower in 

accordance with the Plan to finance a portion of the Transactions, 

including to repay existing indebtedness of the Borrower and its 

affiliates, and to pay related fees and expenses. 

Availability: One drawing may be made under the Facility on the closing date of 

the Facility upon satisfaction of the conditions to funding described 

in Annex B to this Commitment Letter (the “Closing Date”). 

Amounts borrowed under the Facility that are repaid or prepaid may 

not be reborrowed. 

Interest Rates and Fees: As set forth in Annex A-I hereto. 

1All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Annex A is attached, 

including Annex B thereto, unless otherwise specified. 

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Final Maturity 

and Amortization: 

The Facility will mature on the day that is 364 days after the Closing 

Date (the “Maturity Date”). There will be no scheduled 

amortization payments. 

Mandatory Prepayments and 

Commitment Reductions: 

On or prior to the Closing Date, the aggregate commitments in 

respect of the Facility under the Commitment Letter or under the 

Facility Documentation (as applicable) shall be automatically and 

permanently reduced, and after the Closing Date, the aggregate 

principal amount of loans under the Facility shall be prepaid, in each 

case without penalty or premium and on a dollar-for-dollar basis, by 

the following amounts (without duplication): 

(a) 100% of the Net Cash Proceeds (as defined below) of all asset 

sales or other dispositions of property by the Borrower, the Utility 

and their respective subsidiaries and any insurance and 

condemnation proceeds, other than (i) sales or other dispositions of 

assets in the ordinary course of business, (ii) sales or other 

dispositions of obsolete or worn-out property and property no longer 

used or useful in the business, (iii) intercompany transfers among 

the Utility, the Borrower and their respective subsidiaries, (iv) sales 

or other dispositions of assets the Net Cash Proceeds of which do 

not exceed $10,000,000 in any single transaction or series of related 

transactions, (v) other sales or other dispositions of assets the Net 

Cash Proceeds of which do not exceed an aggregate amount of 

$100,000,000, and (vi) Net Cash Proceeds of any casualty or 

condemnation event that are reinvested or committed to be 

reinvested to replace or repair the affected assets within twelve 

months after the receipt of such proceeds; 

(b) 100% of the Net Cash Proceeds received by the Borrower, the 

Utility or any of their respective subsidiaries from (i) any issuance 

of debt securities (including the Notes) or other debt for borrowed 

money (including pursuant to any bank or other credit facility and 

including the Net Cash Proceeds of any securitization securities or 

facilities) (other than Excluded Debt (as defined below) and 

amounts referred to in clause (c) below) (collectively, “Specified 

Debt”) and (ii) any issuance of equity securities (including shares of 

its common stock or preferred equity or equity-linked securities) 

(other than Excluded Equity Offerings (as defined below)); and 

(c) 100% of the committed amount under any Qualifying Bank 

Financing (as defined below), excluding up to $27,350 million 

under any Qualifying Bank Financing of the Utility; 

provided, however, that until such time as the Backstop 

Commitments (as defined in those certain Chapter 11 Plan Backstop 

Commitment Letters (the “BCLs”), as in effect on December 20, 

2019) have been reduced to $0, except as contemplated by the 

proviso to the Excluded Debt definition below, the commitments in 

respect of the Facility shall not be reduced by any cash proceeds 

from any Additional Capital Source (as defined in the BCLs, as in 

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effect on December 20, 2019) to the extent that such cash proceeds 

also reduce the Backstop Commitments. 

Mandatory prepayments or reductions under clause (a) and (b) 

above, or the proviso to the Excluded Debt definition below, may be 

applied, at the option of the Borrower, either to prepay loans or 

reduce commitments under the Facility and that certain senior 

secured bridge facility of the Utility described in the commitment 

letter dated as of the date hereof among the Borrower, the Utility, 

JPMorgan and the other “Commitment Parties” party thereto (such 

facility, the “Utility Facility”), provided that (i) the Borrower may 

not prepay loans or reduce commitments under the Utility Facility 

without prepaying or reducing the Facility on a pro rata basis and 

(ii) Net Cash Proceeds of any Permanent Financing issued and/or 

incurred by the Borrower shall be applied to prepay loans or reduce 

commitments under the Facility before being applied to prepay or 

reduce the Utility Facility. The application of Net Cash Proceeds 

received by the Utility to prepay or reduce the Facility shall be 

subject to requisite regulatory approvals (and such Net Cash 

Proceeds shall be applied to prepay or reduce the Utility Facility to 

the extent not permitted to be applied to prepay or reduce the 

Facility). For the avoidance of doubt, each dollar from a mandatory 

prepayment or reduction event described under this heading shall be 

applied to reduce either (but not both) of the commitments under the 

Facility or the commitments under the Utility Facility, or to prepay 

either (but not both) the loans under the Facility or the loans under 

the Utility Facility, in each case in accordance with the terms 

described under this heading. 

Furthermore, the obligations of the Commitment Parties to fund on 

the Closing Date in respect of the Facility under the Commitment 

Letter or under the Facility Documentation (as applicable) shall be 

automatically and permanently reduced, without penalty or premium 

and on a dollar-for-dollar basis, by (without duplication of any of 

the clauses above) the aggregate principal amount of any roll-over, 

“take-back” or reinstated debt (the “Surviving Debt”) of the 

Borrower. 

“Net Cash Proceeds” shall mean: 

(a) with respect to a sale or other disposition of any assets of the 

Utility, the Borrower or any of their respective subsidiaries, the 

excess, if any, of (i) the cash actually received in connection 

therewith (including any cash received by way of deferred payment 

pursuant to, or by monetization of, a note receivable or otherwise, 

but only as and when so received) over (ii) the sum of (A) payments 

made to retire any debt that is secured by such asset or that is 

required to be repaid in connection with the sale thereof (other than 

loans under the Facility), (B) the fees and expenses incurred by the 

Utility, the Borrower or any of their respective subsidiaries in 

connection therewith, (C) taxes paid or reasonably estimated to be 

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A-4 

payable in connection with such transaction, (D) the amount of any 

rebates or credits required to be applied to benefit ratepayers as a 

result of a reduction in the rate base as a result of the sale or 

disposition of the 77 Beale Street, San Francisco property or any 

hydroelectric generation assets; provided that the Facility will 

provide that not more than $750 million of hydroelectric generation 

assets may be disposed of, and (E) the amount of reserves 

established by the Utility, the Borrower or any of their respective 

subsidiaries in good faith and pursuant to commercially reasonable 

practices for adjustment in respect of the sale price of such asset or 

assets in accordance with applicable generally accepted accounting 

principles; provided that if the amount of such reserves exceeds the 

amounts charged against such reserve, then such excess, upon 

determination thereof, shall then constitute Net Cash Proceeds; 

(b) with respect to the incurrence, issuance, offering or placement 

of debt securities or other debt for borrowed money, the excess, if 

any, of (i) cash actually received by the Utility, the Borrower and 

their respective subsidiaries in connection with such incurrence, 

issuance, offering or placement over (ii) the underwriting discounts 

and commissions and other fees and expenses incurred by the 

Utility, the Borrower and their respective subsidiaries in connection 

with such incurrence, issuance, offering or placement; and 

(c) with respect to the issuances of equity interests, the excess of (i) 

the cash actually received by the Utility, the Borrower and their 

respective subsidiaries in connection with such issuance over (ii) the 

underwriting discounts and commissions and other fees and 

expenses incurred by the Utility, the Borrower or any of their 

respective subsidiaries in connection with such issuance. 

“Excluded Debt” shall mean (i) intercompany indebtedness of the 

Utility, the Borrower or any of their respective subsidiaries, (ii) 

ordinary-course purchase money indebtedness, facility and 

equipment financings, other debt incurred in the ordinary course of 

business for capital expenditures and working capital purposes, 

financial leases or capital lease obligations, overdraft protection, 

ordinary course letter of credit facilities, hedging and cash 

management, and similar obligations, (iii) borrowings under the 

Revolving Credit Facility up to an aggregate amount not to exceed 

$500 million, (iv) revolving borrowings under the DIP Facility 

Credit Agreement (as defined in the Plan) (or refinancings thereof) 

up to an aggregate amount not to exceed the amount of the 

revolving commitments in effect thereunder on the date of the 

Commitment Letter, (v) incremental facilities under the DIP Facility 

Credit Agreement (or refinancings thereof) or any new debtor-inpossession facilities, in either case that are to be paid in full in cash 

at emergence from the Chapter 11 Cases, (vi) securitization 

securities or facilities, and (vii) issuances of debt by the Utility or its 

subsidiaries in a principal amount not to exceed $27,350 million and 

debt or unfunded commitments under a revolving credit facility to 

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A-5 

be entered into by the Utility in an amount not to exceed $3,500 

million, in each case as contemplated by the Plan; provided that, 

notwithstanding the foregoing, if (A) the aggregate principal amount 

of Specified Debt issued or incurred by the Borrower plus the 

aggregate principal amount of Excluded Debt issued or incurred by 

the Borrower pursuant to clause (vi) plus the principal amount of 

Surviving Debt of the Borrower exceeds $7,000 million, or (B) the 

aggregate principal amount of Specified Debt issued or incurred by 

Utility or its subsidiaries plus the aggregate principal amount of 

Excluded Debt issued or incurred by the Utility or its subsidiaries 

pursuant to clause (iv), (v), (vi) or (vii), plus the principal amount of 

Surviving Debt of the Utility or its subsidiaries exceeds $30,000 

million, then in either case the commitments with respect to the 

Facility shall be reduced, or the loans under the Facility shall be 

prepaid, by an equivalent amount (for the avoidance of doubt, until 

such commitments or the aggregate principal amount of such loans, 

in either case, equal zero). 

“Excluded Equity Offerings” shall mean (i) issuances pursuant to 

employee compensation plans, employee benefit plans, employee 

based incentive plans or arrangements, employee stock purchase 

plans, dividend reinvestment plans and retirement plans or issued as 

compensation to officers and/or non-employee directors or upon 

conversion or exercise of outstanding options or other equity 

awards, (ii) issuances of directors’ qualifying shares and/or other 

nominal amounts required to be held by persons other than PG&E, 

the Borrower and their respective subsidiaries under applicable law, 

(iii) issuances to or by a subsidiary of the Borrower to the Borrower 

or any other subsidiary of the Borrower (including in connection 

with existing joint venture arrangements), (iv) any equity issued 

pursuant to the Plan in an aggregate amount not to exceed $12,000 

million and (v) additional exceptions to be agreed. 

“Qualifying Bank Financing” shall mean a committed but 

unfunded bank or other credit facility for the incurrence of debt for 

borrowed money by the Borrower or the Utility that has become 

effective for the purposes of financing the Transactions (excluding, 

for the avoidance of doubt, the Facility), subject to conditions to 

funding that are, in the written determination of the Borrower, no 

less favorable to the Borrower than the conditions to the funding of 

the Facility set forth herein. 

In addition, with respect to any Included Securitization 

Transactions, (x) if the proceeds of such Included Securitization 

Transaction are received, or commitments with respect thereto are 

entered into, on or prior to the Closing Date, such proceeds or 

committed amounts shall be applied as set forth under “Closing 

Date Securitization Waterfall” below and (y) if the proceeds of such 

Included Securitization Transaction are received after the Closing 

Date, then, without duplication of any reduction pursuant to clause 

(x) above, such proceeds shall be applied to prepay the Facility to 

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A-6 

the maximum extent permitted by applicable law and regulatory 

approvals and thereafter shall be applied to prepay the Utility 

Facility 

“Included Securitization Transaction” shall mean any 

securitization transaction of the Borrower, the Utility or its 

Subsidiaries other than any non-recourse pass-through securitization 

transaction contemplated by A.B. 1054, 2019 Assemb. (Cal. 2019) 

(for the avoidance of doubt, non-recourse pass-through 

securitization transactions shall not include any securitization all or 

a portion of which is, directly or indirectly, credited, rebated or 

otherwise paid to customers). 

“Fire Victim Trust Securitization” shall mean a tax benefits 

securitization all or a portion of the proceeds of which will be 

utilized to finance the Fire Victim Trust contemplated by (and as 

defined in) the Plan. 

In addition, the aggregate commitments in respect of the Facility 

shall be permanently reduced to zero on the Commitment 

Termination Date. 

The Borrower shall provide the Administrative Agent with prompt 

written notice of any mandatory prepayment or commitment 

reduction being required hereunder. 

Amounts borrowed under the Facility that are repaid or prepaid may 

not be reborrowed. 

Closing Date Securitization 

Waterfall: 

On or prior to the Closing Date, the proceeds of all Included 

Securitization Transactions shall be applied as follows (the “Closing 

Date Securitization Waterfall”): 

First, to the extent constituting proceeds of a Fire Victim 

Trust Securitization, to finance the Fire Victim Trust as 

contemplated by the Plan, up to $1,350 million; 

Second, to reduce commitments under the Facility on a 

dollar-for-dollar basis in accordance with the Mandatory 

Prepayments and Commitment Reductions section above, 

up to $2,000 million; 

Third, to be deposited as cash on the balance sheet of the 

Borrower, the Utility or its Subsidiaries on the Closing 

Date, up to $650 million; 

Fourth, at the Borrower’s election, in lieu of (and to reduce) 

the minimum equity requirement (and the intended use of 

proceeds thereof) as specified in clause 13 of Annex B, up 

to $4,000 million; 

Thereafter, as the Borrower shall direct (but, for the 

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avoidance of doubt, with no further reduction to the 

minimum equity requirement, as specified in clause 13 of 

Annex B). 

Voluntary Prepayments and 

Reductions in Commitments: 

Prepayments of borrowings under the Facility will be permitted at 

any time, in whole or in part and in minimum principal amounts to 

be agreed upon, without premium or penalty, subject to 

reimbursement of the Lenders’ redeployment costs in the case of a 

prepayment of Adjusted LIBOR borrowings other than on the last 

day of the relevant interest period. The Borrower may voluntarily 

reduce unutilized portions of the commitments under the Facility at 

any time without penalty. 

Amounts borrowed under the Facility that are repaid or prepaid may 

not be reborrowed. 

Documentation: The making of the loans under the Facility will be governed by 

definitive loan and related agreements and documentation 

(collectively, the “Facility Documentation” and the principles set 

forth in this paragraph, the “Documentation Principles”) to be 

negotiated in good faith, which will be based on the Borrower’s 

Second Amended and Restated Credit Agreement, dated as of April 

27, 2015, among the Borrower, the financial institutions from time 

to time party thereto and Bank of America, N.A., as administrative 

agent (as amended from time to time prior to the date hereof, the 

“Pre-Petition Credit Agreement”). The Facility Documentation 

will contain only those representations and warranties, affirmative 

and negative covenants, mandatory prepayments and commitment 

reductions, and events of default expressly set forth in the 

Commitment Letter (including this Annex A). The Facility 

Documentation shall include modifications to the Pre-Petition Credit 

Agreement (a) as are necessary to reflect the terms set forth in the 

Commitment Letter (including this Annex A) and the Fee Letter, (b) 

to reflect any changes in law or accounting standards since the date 

of the Pre-Petition Credit Agreement, (c) to reflect the operational or 

administrative requirements of the Administrative Agent and 

operational requirements of the Borrower and its subsidiaries, (d) to 

reflect the nature of the Facility as a bridge facility, (e) to reflect the 

Borrower’s pro forma capital structure, (f) to reflect certain 

provisions in the DIP Facility Credit Agreement to be agreed and (g) 

to reflect the terms of the Plan. 

Representations and Warranties: The Facility Documentation will contain only the following 

representations and warranties, which shall be made on the 

effectiveness of the Facility Documentation (the “Facility 

Documentation Effective Date”) and on the Closing Date, and be 

based on those in the Pre-Petition Credit Agreement (subject to the 

Documentation Principles): financial condition, no change, 

existence; compliance with law; power; authorization; enforceable 

obligations; no legal bar; litigation; no default; taxes; federal 

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regulations; ERISA; investment company act and other regulations; 

use of proceeds; environmental matters; no EEA financial 

institution; regulatory matters; solvency (after giving effect to the 

Transactions, with “solvency” to be defined consistent with the 

solvency certificate attached hereto as Annex B-1); full disclosure; 

beneficial ownership certification; anti-corruption and sanctions; 

ownership of property; subsidiaries; and intellectual property. 

Conditions to Borrowing on the 

Closing Date: 

The borrowing under the Facility on the Closing Date will be 

subject to the conditions expressly set forth in Annex B to the 

Commitment Letter (the “Funding Conditions”). 

Affirmative Covenants: The Facility Documentation will contain only the following 

affirmative covenants, which shall become effective on the Facility 

Documentation Effective Date, and be based on those in the PrePetition Credit Agreement (subject to the Documentation 

Principles): financial statements, certificates and other information, 

payment of taxes, maintenance of existence, compliance, 

maintenance of property, insurance, inspection of property, books 

and records, discussions, notices, maintenance of licenses, and 

maintenance of ratings (but, for the avoidance of doubt, not any 

particular rating). 

Negative Covenants: The Facility Documentation will contain only the following 

negative covenants, which shall become effective on the Facility 

Documentation Effective Date, and be based on those in the PrePetition Credit Agreement (subject to the Documentation 

Principles): liens (which shall permit a lien on the stock of the 

Utility securing the Permanent Financing to the extent the Facility is 

secured on an equal and ratable basis with the Permanent 

Financing), fundamental changes, debt (with exceptions to be 

agreed, including debt for borrowed money of the Borrower 

(including the Facility and the Permanent Financing) not to exceed 

$7,000 million and the Revolving Credit Facility and debt for 

borrowed money of the Utility and its subsidiaries not to exceed 

$30,000 million and a revolving credit facility in an amount not to 

exceed $3,500 million); ownership of 100% of the common stock of 

the Utility; no limitations on dividends or payment from the Utility 

to the Borrower; change in the nature of business; investments; 

restricted payments; affiliate transactions; prepayments or 

modifications of junior debt, modifications of organizational 

documents, sale leaseback transactions, swap agreements, and 

change of fiscal year. 

Financial Covenants: Subject to the Documentation Principles, maintenance of a 

maximum Consolidated Capitalization Ratio of less than or equal to 

0.70 to 1.00, calculated in accordance with (and capitalized terms to 

have the meaning set forth in) the Pre-Petition Credit Agreement. 

Events of Default: The Facility Documentation will contain only the following events 

of default, which shall be based on those in the Pre-Petition Credit 

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Agreement (subject to the Documentation Principles): nonpayment 

of principal when due; nonpayment of interest or other amounts 

after a grace period of five business days; material inaccuracy of 

representations and warranties; Facility Documentation ceasing to 

be in full force and effect or any Borrower party thereto so asserting; 

violation of covenants (subject, in the case of certain affirmative 

covenants, to a grace period of 30 days); cross-default with respect 

to material indebtedness (including, for the avoidance of doubt, 

material indebtedness of the Utility); bankruptcy events (from and 

after the Closing Date); certain ERISA events; material judgments; 

and a change of control (to be defined in a manner to be agreed). 

Voting: Subject to the Documentation Principles and based on the PrePetition Credit Agreement. 

Cost and Yield Protection: Usual and customary for facilities and transactions of this type, 

including customary tax gross-up provisions (including but not 

limited to provisions relating to Dodd-Frank and Basel III), but 

subject to the Documentation Principles and based on the PrePetition Credit Agreement. 

Assignments and Participations: Subject to the Documentation Principles and based on the PrePetition Credit Agreement as follows: 

Prior to the Closing Date, the Lenders will not be permitted to 

assign commitments under the Facility to any Person except in 

accordance with the terms of the syndication provisions in the 

Commitment Letter. 

From and after the Closing Date, the Lenders will be permitted to 

assign loans under the Facility to eligible assignees subject to the 

consent of the Borrower (not to be unreasonably withheld or 

delayed); provided that no such consent shall be required with 

respect to any assignment (x) to a Lender, an affiliate of a Lender or 

an approved fund, (y) to an Approved Lender or (z) if a payment or 

bankruptcy (from and after the Closing Date) event of default shall 

have occurred and be continuing; provided, further, that such 

consent shall be deemed to have been given if the Borrower shall 

not have responded to a written request for consent within 10 

business days. All assignments shall require the consent of the 

Administrative Agent (not to be unreasonably withheld or delayed). 

Each assignment shall be accompanied by the payment of a $3,500 

assignment processing fee to the Administrative Agent (which fee 

may be waived by the Administrative Agent in its sole discretion). 

Lenders may sell participations without the consent of any person, 

so long as any such participation does not create rights in 

participants to approve amendments or waivers, except in respect of 

certain customary matters consistent with the Pre-Petition Credit 

Agreement. 

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Defaulting Lenders: The Facility Documentation will contain customary “defaulting 

Lender” provisions, including the suspension of voting rights and 

rights to receive certain fees, and the termination or assignment of 

commitments or loans of defaulting Lenders; provided that such 

provisions shall be subject to the Documentation Principles and be 

based on the Pre-Petition Credit Agreement. 

Expenses and Indemnification: Subject to the limitations set forth in Section 5 of the Commitment 

Letter, the Borrower shall pay (a) all reasonable, documented and 

invoiced out-of-pocket expenses of the Administrative Agent and 

the Arrangers associated with the syndication of the Facility and the 

preparation, execution, delivery and administration of the Facility 

Documentation and any amendment or waiver with respect thereto 

(including the reasonable, documented and invoiced fees, 

disbursements and other charges of one primary counsel, one 

regulatory counsel, one special bankruptcy counsel and one 

additional local counsel in each applicable jurisdiction) and (b) all 

reasonable, documented and invoiced out-of-pocket expenses of the 

Administrative Agent and the Lenders (including the reasonable, 

documented and invoiced fees, disbursements and other charges of 

counsel referred to in clause (a) above and additional conflicts 

counsel, subject to the Counsel Limitations) in connection with the 

enforcement of the Facility Documentation. 

The Administrative Agent, the Arrangers and the Lenders (and their 

affiliates and their respective officers, directors, employees, advisors 

and agents) will have no liability for, and will be indemnified and 

held harmless against, any loss, liability, cost or expense incurred in 

respect of the financing contemplated hereby or the use or the 

proposed use of proceeds thereof (except to the extent determined 

by a court of competent jurisdiction by a final and non-appealable 

judgment to have resulted from (x) the gross negligence, bad faith or 

willful misconduct of the indemnified party or any of its affiliates, 

(y) such party’s or any of its affiliates’ material breach of the 

Facility Documentation or (z) disputes among Lenders not arising 

from the Company’s breach of its obligations under the Facility 

Documentation (other than a dispute involving a claim against an 

indemnified party for its acts or omissions in its capacity as an 

arranger, bookrunner, agent or similar role in respect of the Facility, 

except, with respect to this clause (z), to the extent such acts or 

omissions are determined by a court of competent jurisdiction by a 

final and non-appealable judgment to have constituted the gross 

negligence, bad faith or willful misconduct of such indemnified 

party in such capacity)). 

Governing Law and Forum: New York. 

Arranger’s and Administrative 

Agent’s Counsel: Davis Polk & Wardwell LLP. 

Miscellaneous: 

The Facility Documentation will contain customary European Union 

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“bail-in” provisions and customary provisions pertaining to division 

of limited liability companies and the QFC stay rules. The Lenders 

will provide customary representations as to their fiduciary status 

under ERISA. 

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ANNEX A-I 

Interest Rates: The interest rates under the Facility will be, at the option 

of the Borrower, (a) Adjusted LIBO Rate plus the 

Applicable Adjusted LIBO Rate Margin (each as defined 

below) or (b) ABR (as defined below) plus the 

Applicable Adjusted LIBO Rate Margin minus 1.00% 

(but in any event not less than 0.00%). 

The Borrower may elect interest periods of 1, 2, 3 or 6 

months for Adjusted LIBO Rate borrowings. Calculation 

of interest shall be on the basis of the actual number of 

days elapsed in a year of 360 days (or 365 or 366 days, as 

the case may be, in the case of ABR loans based on the 

prime rate) and interest shall be paid in arrears (i) at the 

end of each interest period and no less frequently than 

quarterly, in the case of Adjusted LIBO Rate advances, 

and (ii) quarterly, in the case of ABR advances. 

“ABR” is the Alternate Base Rate, which is the greatest 

of (i) the Prime Rate, (ii) the NYFRB Rate from time to 

time plus 0.5% and (iii) the Adjusted LIBO Rate for a 

one month interest period on the applicable date plus 1%. 

“Adjusted LIBO Rate” means the LIBO Rate, as 

adjusted for statutory reserve requirements for 

eurocurrency liabilities. 

“Interpolated Rate” means, at any time, for any interest 

period, the rate per annum (rounded to the same number 

of decimal places as the LIBO Screen Rate) determined 

by the Administrative Agent (which determination shall 

be conclusive and binding absent manifest error) to be 

equal to the rate that results from interpolating on a linear 

basis between: (a) the LIBO Screen Rate for the longest 

period (for which the LIBO Screen Rate is available) that 

is shorter than the Impacted Interest Period; and (b) the 

LIBO Screen Rate for the shortest period (for which that 

LIBO Screen Rate is available) that exceeds the Impacted 

Interest Period, in each case, at such time; provided that 

if any Interpolated Rate as so determined would be less 

than zero, such rate shall be deemed to be zero for the 

purposes of the Facility Documentation. 

“LIBO Rate” means, with respect to any Eurodollar 

borrowing and for any interest period, the LIBO Screen 

Rate at approximately 11:00 a.m., London time, two 

business days prior to the commencement of such interest 

period; provided that if the LIBO Screen Rate shall not be 

available at such time for such interest period (an 

“Impacted Interest Period”) then the LIBO Rate shall 

be the Interpolated Rate. 

“LIBO Screen Rate” means, for any day and time, with 

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A-I-2 

respect to any Eurodollar borrowing for any interest 

period, the London interbank offered rate as administered 

by ICE Benchmark Administration (or any other Person 

that takes over the administration of such rate) for a 

period equal in length to such interest period as displayed 

on such day and time on pages LIBOR01 or LIBOR02 of 

the Reuters screen that displays such rate (or, in the event 

such rate does not appear on a Reuters page or screen, on 

any successor or substitute page on such screen that 

displays such rate, or on the appropriate page of such 

other information service that publishes such rate from 

time to time as selected by the Administrative Agent in 

its reasonable discretion); provided that if the LIBO 

Screen Rate as so determined would be less than zero, 

such rate shall be deemed to zero for the purposes of 

calculating such rate. 

“NYFRB” means the Federal Reserve Bank of New 

York. 

“NYFRB Rate” means, for any day, the greater of (i) 

the Federal Funds Effective Rate in effect on such day 

and (ii) the Overnight Bank Funding Rate in effect on 

such day (or for any day that is not a business day, for 

the immediately preceding business day); provided that 

if none of such rates are published for any day that is a 

business day, the term “NYFRB Rate” means the rate 

quoted for such day for a federal funds transaction at 

11:00 a.m., New York City time, on such day received 

by the Administrative Agent from a federal funds broker 

of recognized standing selected by it; provided, further, 

that if any of the aforesaid rates as so determined would 

be less than zero, such rate shall be deemed to be zero 

for purposes of the Facility Documentation. 

 “Overnight Bank Funding Rate” means, for any day, 

the rate comprised of both overnight federal funds and 

overnight eurodollar borrowings by U.S.-managed 

banking offices of depository institutions, as such 

composite rate shall be determined by the NYFRB as set 

forth on its public website from time to time, and 

published on the next succeeding business day by the 

NYFRB as an overnight bank funding rate. 

“Prime Rate” means the rate of interest last quoted by 

The Wall Street Journal as the “Prime Rate” in the U.S. 

or, if The Wall Street Journal ceases to quote such rate, 

the highest per annum interest rate published by the 

Federal Reserve Board in Federal Reserve Statistical 

Release H.15 (519) (Selected Interest Rates) as the 

“bank prime loan” rate or, if such rate is no longer 

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A-I-3 

quoted therein, any similar rate quoted therein (as 

determined reasonably and in good faith by the 

Administrative Agent) or in any similar release by the 

Federal Reserve Board (as determined reasonably and in 

good faith by the Administrative Agent). Each change 

in the Prime Rate shall be effective from and including 

the date such change is publicly announced or quoted as 

being effective. 

LIBO Rate Replacement: The Facility Documentation shall contain customary 

provisions for the replacement of the LIBO Rate.

Applicable Adjusted LIBO Rate 

Margin: 

 

Public Debt 

Rating2

BB+/Ba1 BB/Ba2 BB-/Ba3 B+/B1 or worse 

Closing Date until 

89 days following 

the Closing Date 

1.75% 2.00% 2.125% 2.25% 

90th day following 

the Closing Date 

until 179th day 

following the 

Closing Date 

2.00% 2.25% 2.375% 2.50% 

180th day following 

the Closing Date 

until 269th day 

following the 

Closing Date 

2.25% 2.50% 2.625% 2.75% 

From the 270th day 

following the 

Closing Date 

2.50% 2.75% 2.875% 3.00% 

Default Rate: 

 

At any time when the Borrower is in default in the payment 

of any amount of principal due under the Facility, the 

overdue amount shall bear interest at 2% above the rate 

otherwise applicable thereto. Overdue interest, fees and 

2Based on public ratings from S&P and Moody’s for senior unsecured, long-term indebtedness for borrowed money of the Borrower that is not 

guaranteed by any other person or subsidiary and not supported by any other credit enhancement (the “Public Debt Rating”). Split ratings to be 

handled consistently with the Pre-Petition Credit Agreement except that if the rating differential is 2 levels or more, the rating level that would 

apply at the rating one level below the higher rating shall apply. 

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A-I-4 

other amounts shall bear interest at 2% above the rate 

applicable to ABR loans. 

Ticking Fees: Ticking fees (“Ticking Fee”) equal to 0.30% per annum 

times the actual daily undrawn commitments under the 

Facility (as such amounts shall be adjusted to give effect to 

any voluntary or mandatory reductions of the commitments 

in accordance with the terms hereof) will accrue during the 

period commencing on the date that is the later of the 

Facility Documentation Effective Date and 90 days after 

the date of the Commitment Letter and ending on and 

including the earlier of (x) the Closing Date and (y) the date 

of termination of the commitments under the Facility, for 

the account of each Lender in arrears quarterly and on the 

earlier of the Closing Date and the date of termination of 

the commitments under the Facility. 

Duration Fees: The Borrower will pay a fee (the “Duration Fee”), for the 

ratable benefit of the Lenders, in an amount equal to 

(i) 0.50% of the aggregate principal amount of the loans 

under the Facility outstanding on the date which is 90 days 

after the Closing Date, due and payable in cash on such 

90th day (or if such day is not a business day, the next 

business day); (ii) 0.75% of the aggregate principal amount 

of the loans under the Facility outstanding on the date 

which is 180 days after the Closing Date, due and payable 

in cash on such 180th day (or if such day is not a business 

day, the next business day); and (iii) 1.00% of the 

aggregate principal amount of the loans under the Facility 

outstanding on the date which is 270 days after the Closing 

Date, due and payable in cash on such 270th day (or if such 

day is not a business day, the next business day). 

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ANNEX B 

$7,000 Million Senior Unsecured 364-Day Facility 

Conditions3

The borrowing under the Facility shall be subject to the satisfaction or waiver by the 

Commitment Parties of the following conditions: 

1. (a) The Bankruptcy Court shall have entered (x) the Approval Order and (y) a 

confirmation order confirming the Plan with respect to the Debtors in form and substance reasonably 

satisfactory to the Required Commitment Parties (the “Confirmation Order”) by no later than June 30, 

2020, each of which shall (i) not be stayed, (ii) be in full force and effect, (iii) be final and nonappealable, and (iv) not have been reversed, vacated, amended, supplemented, or otherwise modified in a 

manner adverse to the interests of the Commitment Parties without the consent of the Required 

Commitment Parties (such consent not to be unreasonably withheld, conditioned or delayed; provided 

modifications to the Plan solely as a result of an increase in roll-over, “take-back” or reinstatement of any 

existing debt of the Debtors shall be deemed not to be adverse to the Commitment Parties for the 

purposes of this clause (iv)), (b) none of the Plan, the Confirmation Order or the Approval Order shall 

have been amended or modified or any condition contained therein waived, in either case without the 

consent of the Required Commitment Parties (such consent not to be unreasonably withheld, conditioned 

or delayed), (c) the Plan shall have become effective in accordance with its terms no later than 60 days 

after the entry of the Confirmation Order, and all conditions precedent to the effectiveness of the Plan 

shall have been, or substantially contemporaneously with the closing under the Facility, will be, satisfied 

or waived (to the extent adverse to their interests, with the prior consent of the Required Commitment 

Parties (such consent not to be unreasonably withheld, conditioned or delayed)), (d) the transactions as 

described and defined in the Plan to occur upon the Effective Date of the Plan shall have been 

consummated, or substantially concurrently with the closing of the Facility will be consummated, on the 

Closing Date, (e) the Debtors shall be in compliance in all material respects with the Confirmation Order 

and (f) all documents necessary to implement the Plan and the financings and distributions contemplated 

thereunder shall have been executed (each of which shall either (x) not be adverse to the interests of the 

Commitment Parties or (y) be in form and substance reasonably acceptable to the Required Commitment 

Parties). 

2. (x) The Arrangers shall have received (a) U.S. GAAP audited consolidated balance sheets 

and related consolidated statements of income and comprehensive income, of shareholders’ equity and of 

cash flows of the Borrower and its subsidiaries for the three most recent fiscal years ended at least 60 

days prior to the Closing Date and (b) U.S. GAAP unaudited consolidated balance sheets and related 

consolidated statements of income and comprehensive income, of shareholders’ equity and of cash flows 

of the Borrower and its subsidiaries for each subsequent fiscal quarter ended at least 40 days before the 

Closing Date (other than the last fiscal quarter of any fiscal year); provided that in each case the financial 

statements required to be delivered by this paragraph 2(x) shall meet the requirements of Regulation S-X 

under the Securities Act, and all other accounting rules and regulations of the SEC promulgated 

thereunder applicable to a registration statement on Form S-1, in all material respects. The Arrangers 

hereby acknowledge receipt of the financial statements of PG&E in the foregoing clause (a) for the fiscal 

years ended December 31, 2018, December 31, 2017 and December 31, 2016, and in the foregoing clause 

(b) for the fiscal quarters ended June 30, 2019 and March 31, 2019. The Borrower’s filing of any 

required audited financial statements with respect to the Borrower on Form 10-K or required unaudited 

3All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this Annex B is attached, 

including Annex A thereto. 

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B-2 

financial statements with respect to the Borrower on Form 10-Q, in each case, will satisfy the 

requirements under clauses (a) or (b), as applicable, of this paragraph. 

(y) The Arrangers shall have received a pro forma consolidated balance sheet and a related pro 

forma consolidated statement of income of the Borrower and its subsidiaries (based on the financial 

statements referred to in paragraph above) as of and for the twelve-month period ending on the last day of 

the most recently completed four-fiscal quarter period ended at least 40 days before the Closing Date, or, 

if the most recently completed fiscal period is the end of a fiscal year, ended at least 60 days before the 

Closing Date (regardless of when such pro forma financial statements may be required to be filed with the 

SEC), prepared after giving effect to the Transactions (including, to the extent required by applicable 

accounting standards, the application of fresh start accounting) as if they had occurred as of such date (in 

the case of such balance sheet) or at the beginning of such period (in the case of such other statement of 

income) which shall meet the requirements of Regulation S-X under the Securities Act and all other 

accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement 

on Form S-1, in all material respects; provided, however, to the extent such pro forma financial statements 

are filed by the Borrower with the SEC, the condition set forth in this paragraph (y) shall be deemed 

satisfied. 

3. The representations and warranties in the Facility Documentation shall be true and 

correct in all material respects (provided, that any such representation or warranty that is qualified as to 

“materiality” or “Material Adverse Effect” shall be accurate in all respects and that any such 

representation or warranty that specifically refers to an earlier date shall be true and correct in all material 

respects (or in all respects, as the case may be) as of such earlier date) and no default or event of default 

shall be in existence at the time of, or after giving effect to the making of, the making of loans to the 

Borrower on the Closing Date. 

4. The execution and delivery by the Borrower of the Facility Documentation consistent 

with the terms set forth or referred to in this Commitment Letter (but taking into account the market flex 

provisions set forth in the Fee Letter) shall have occurred. 

5. The Administrative Agent shall have received customary legal opinions of counsel to the 

Borrower, corporate organizational documents of the Borrower, a good standing certificate of the 

Borrower from the jurisdiction of organization of the Borrower, resolutions and a customary closing 

certificate of the Borrower, and a customary borrowing notice, in each case as are customary for 

transactions of this type (collectively, the “Closing Deliverables”). 

6. The Administrative Agent shall have received a solvency certificate from the chief 

financial officer of the Borrower in substantially the form of Annex B-I hereto. 

7. The Arrangers and the Lenders shall have received all fees and, to the extent invoiced at 

least three business days prior to the Closing Date, expenses required to be paid on or prior to the Closing 

Date pursuant to the Fee Letter or the Facility Documentation. 

8. The Commitment Parties shall have received, at least three business days prior to the 

Closing Date (to the extent requested in writing at least ten business days prior to the Closing Date), all 

documentation and other information with respect to the Borrower that the Commitment Parties 

reasonably determines is required by United States regulatory authorities under applicable “know your 

customer” and anti-money laundering rules and regulations, including, without limitation, the Patriot Act 

and, to the extent applicable, the Beneficial Ownership Regulation. 

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B-3 

9. The Utility shall have received investment grade senior secured debt ratings of (i) in the 

case of Moody’s, Baa3 or better and (ii) in the case of S&P, BBB- or better and in each case, with a stable 

or better outlook. 

10. Total PG&E weighted average earning rate base (including electric generation, electric 

transmission, electric distribution, gas distribution, gas transmission and storage) for estimated 2021 as 

approved by the CPUC shall be no less than 95% of $48 billion. 

11. Since June 30, 2019, no result, occurrence, fact, change, event, effect, violation, penalty, 

inaccuracy or circumstance (whether or not constituting a breach of a representation, warranty or 

covenant set forth in the Plan) that, individually or in the aggregate with any such other results, 

occurrences, facts, changes, events, effects, violations, penalties, inaccuracies, or circumstances, (i) would 

have or would reasonably be expected to have a material adverse effect on the business, operations, 

assets, liabilities, capitalization, financial performance, financial condition or results of operations, in 

each case, of the Debtors, taken as a whole, or (ii) would reasonably be expected to prevent or materially 

delay the ability of the Debtors to consummate the transactions contemplated by this Commitment Letter 

or the Plan or perform their obligations hereunder or thereunder, including their obligations under the 

Facility or the Utility Facility (each a “Material Adverse Effect”) shall have occurred; provided, however, 

that none of the following results, occurrences, facts, changes, events, effects, violations, penalties, 

inaccuracies or circumstances shall constitute or be taken into account in determining whether a Material 

Adverse Effect has occurred, is continuing or would reasonably be expected to occur: (A) the filing of 

the Chapter 11 Cases, and the fact that the Debtors are operating in bankruptcy, (B) results, occurrences, 

facts, changes, events, violations, inaccuracies or circumstances affecting (1) the electric or gas utility 

businesses in the United States generally or (2) the economy, credit, financial, capital or commodity 

markets, in the United States or elsewhere in the world, including changes in interest rates, monetary 

policy or inflation, (C) changes or prospective changes in law (other than any law or regulation of 

California or the United States that is applicable to any electrical utility) or in GAAP or accounting 

standards, or any changes or prospective changes in the interpretation or enforcement of any of the 

foregoing, (D) any decline in the market price, or change in trading volume, of any securities of the 

Debtors, (E) any failure to meet any internal or public projections, forecasts, guidance, estimates, 

milestones, credit ratings, budgets or internal or published financial or operating predictions of revenue, 

earnings, cash flow or cash position, (F) any wildfire occurring after the Petition Date and prior to 

January 1, 2020, and (G) one or more wildfires, occurring on or after January 1, 2020, that destroys or 

damages fewer than 500 Structures in the aggregate (it being understood that (I) the exceptions in 

clauses (D) and (E) shall not prevent or otherwise affect a determination that the underlying cause of any 

such change, decline or failure referred to therein is a Material Adverse Effect, and (II) a Material 

Adverse Effect shall include the occurrence of one or more wildfires on or after January 1, 2020 

destroying or damaging at least 500 Structures within PG&E’s service area at a time when the portion of 

PG&E’s system at the location of such wildfire was not successfully de-energized. 

12. The Debtors’ aggregate liability with respect to Fire Claims shall be determined (whether 

(i) by the Bankruptcy Court (or the District Court to which the reference has been partially withdrawn for 

estimation purposes), (ii) pursuant to an agreement between the Debtors and the holders of Fire Claims, or 

(iii) through a combination thereof) not to exceed the Fire Claims Cap. 

13. PG&E shall have received at least $12,000 million of proceeds from the issuance of 

equity, on terms acceptable to each Commitment Party in its sole discretion, provided that (i) up to $2,000 

million of such proceeds shall be permitted to come from the proceeds of preferred equity or equitylinked securities issued by PG&E or the Utility, so long as such issuance could not reasonably be 

expected to negatively impact cash distributions to the Borrower or distributions that will be available to 

service debt at the Borrower and (ii) such amount may be reduced by up to $4,000 million from the 

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B-4 

proceeds of any Included Securitization Transaction on terms reasonably satisfactory to the Commitment 

Parties subject to compliance with the Closing Date Securitization Waterfall set forth in Annex A. The 

economic benefit of the net operating loss carryforwards and other tax attributes of the Borrower, the 

Utility or its subsidiaries shall not have been transferred (pursuant to a tax monetization transaction or 

otherwise) except on terms that could not reasonably be expected to negatively impact the cash flows of 

the Borrower, the Utility or its subsidiaries as determined by the Arrangers in their sole discretion. 

14. The Utility has both (i) elected, and received Bankruptcy Court approval, to participate in 

the Go-Forward Wildfire Fund (as defined in the Plan) and (ii) satisfied the other conditions to 

participation in the Go-Forward Wildfire Fund set forth in the Wildfire Legislation (as defined in the 

Plan). 

15. PG&E shall own directly 100% of the common stock of the Utility. 

16. No order of a governmental authority of competent jurisdiction restraining, enjoining or 

otherwise prohibiting the consummation or funding of any transactions contemplated by the Plan shall 

have been received by the Debtors, and no law, statute, rule, regulation or ordinance shall have been 

adopted that makes the consummation or funding of any transactions contemplated by the Plan illegal or 

otherwise prohibited. The Utility shall have delivered to the Arrangers a financial model satisfactory to 

the Arrangers reflecting sources and uses and capital structure, together with a certification by the Utility 

that such financial model demonstrates compliance with all regulatory requirements (including all CPUC 

approvals). 

17. One or more investment banks reasonably satisfactory to the Commitment Parties shall 

have been engaged to publicly sell or privately place the Notes for the purpose of reducing, replacing or 

refinancing the Facility. 

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Form of Solvency Certificate 

[DATE] 

This Solvency Certificate (“Certificate”) of [_________] (“the Borrower”), and its Subsidiaries 

is delivered pursuant to Section [__] of the $[_________] Senior Unsecured Term Loan Credit Agreement, 

dated as of [_________] (the “Credit Agreement”), by and among the Borrower, the Lenders from time 

to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Unless otherwise defined 

herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit 

Agreement. 

I, [_____], the duly elected, qualified and acting [Chief Financial Officer] of the Borrower and its 

Subsidiaries, DO HEREBY CERTIFY that I have reviewed the Credit Agreement and the other Loan 

Documents referred to therein and have made such investigation as I have deemed necessary to enable me 

to express a reasonably informed opinion as to the matters referred to herein. 

I HEREBY FURTHER CERTIFY, in my capacity as [Chief Financial Officer] and not in my 

individual capacity, that as of the date hereof, immediately after giving effect to the Transactions: 

1. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, 

at a fair valuation on a going concern basis, exceeds, on a consolidated basis, their debts and liabilities, 

subordinated, contingent or otherwise. 

2. The present fair saleable value of the property of the Borrower and its Subsidiaries, on a 

consolidated and going concern basis, is greater than the amount that will be required to pay the probable 

liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, 

as such debts and other liabilities become absolute and matured in the ordinary course of business. 

3. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and 

liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured in the 

ordinary course of business. 

4. The Borrower and its Subsidiaries are not engaged in businesses, and are not about to 

engage in businesses for which they have unreasonably small capital. 

For purposes of this Certificate, the amount of any contingent liability at any time shall be 

computed as the amount that, in light of all the facts and circumstances existing as of the date hereof, 

would reasonably be expected to become an actual and matured liability. 

For the purpose of the foregoing, I have assumed there is no default under the Credit Agreement 

on the date hereof and will be no default under the Credit Agreement after giving effect to the funding 

under the Credit Agreement. 

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