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EXHIBIT G 

Bank Financing Engagement Letter

Case: 19-30088 Doc# 4446-7 Filed: 10/23/19 Entered: 10/23/19 20:23:33 Page 1

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JPMORGAN CHASE BANK, N.A.

383 Madison Avenue

New York, New York 10179

BARCLAYS

745 Seventh Avenue

New York, NY 10019

BofA SECURITIES, INC.

One Bryant Park

New York, NY 10036

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

Pacific Gas and Electric Company

Bank Financing Engagement 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 (“PG&E”), and Pacific Gas and Electric Company, a California

corporation (the “Utility” and together with PG&E, the “Debtors”) are debtors and debtors in possession 

and (ii) the first amended Chapter 11 plan of reorganization filed by the Debtors with the Bankruptcy Court 

on September 23, 2019 at ECF No. 3966 (as may be further amended, modified or otherwise changed, the 

“Plan”) to implement the terms and conditions of the reorganization of the Debtors as provided therein. 

You agree that, unless the context otherwise requires, each reference herein to “you”, and any provision 

hereof applicable to you, shall apply to PG&E, the Utility, any entity formed to hold all of the assets of 

PG&E and/or the Utility upon emergence from bankruptcy (“NewCo”), as applicable, and PG&E and the 

Utility agree to cause NewCo to comply with the terms of this letter agreement as if it were a party hereto.

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

contemplated by the Plan, PG&E intends to (a) enter into a new revolving credit facility in an aggregated 

committed amount of $500 million (the “PG&E Revolving Credit Facility”) and (b)(i) issue senior 

secured notes pursuant to a registered public offering or Rule 144A or other private placement (the “PG&E

Senior Notes”), (ii) incur term loans under a senior secured term loan facility (the “PG&E Term Loan 

Facility” and the loans thereunder, the “PG&E Term Loans” and, together with the PG&E Senior Notes, 

collectively, the “Permanent Financing”) or (iii) issue or incur a combination of the foregoing. In 

connection therewith, PG&E desires to enter into a $7,000 million senior unsecured bridge loan facility (the 

“PG&E Facility”) having the terms and subject to the conditions set forth in the PG&E Corporation 

Commitment Letter among PG&E, the Utility, JPMorgan Chase Bank, N.A. and the other “Commitment 

Parties” party thereto, dated the date hereof and in the annexes thereto, to be available in the event that the 

Permanent Financing is not issued and/or incurred on or prior to the Effective Date (as defined in the Plan) 

of the Plan for any reason. 

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

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

amount of $3,500 million (the “Utility Revolving Credit Facility” and together with the PG&E Revolving 

Credit Facility, the “Revolving Credit Facilities”) and (b) issue senior secured notes pursuant to a 

registered public offering or Rule 144A or other private placement (the “Utility Senior Notes”, together 

with the PG&E Senior Notes, the “Senior Notes”). In connection therewith, the Utility desires to enter into 

a $27,350 million senior secured bridge loan facility (the “Utility Facility” and together with the PG&E 

Facility, the “Facilities”) having the terms and subject to the conditions set forth in the Pacific Gas and 

Electric Company Commitment Letter among PG&E, the Utility and JPMorgan Chase Bank, N.A. and the 

other “Commitment Parties” party thereto, dated the date hereof and in the annexes thereto, to be available 

in the event that the Utility Senior Notes are not issued on or prior to the Effective Date of the Plan for any 

reason. 

The transactions described in the preceding paragraphs, together with any Bank Financing, 

are collectively referred to herein as the “Transactions.”

Accordingly, the parties hereto agree as follows: 

1. Titles and Roles. 

Subject to the approval of this letter agreement by the Bankruptcy Court, in connection 

with the financing of the transactions and distributions contemplated by the Plan, and the refinancing or 

replacement of the Facilities or other interim debt financing for the transactions and distributions 

contemplated by the Plan, or any permanent revolving or term credit facility or other financing entered into 

in connection with the Plan (such financing, refinancing or replacement, collectively, the “Exit 

Financing”), you hereby engage each of JPMorgan Chase Bank, N.A. (“JPMorgan”), Barclays Bank PLC, 

BofA Securities, Inc. (or any of its designated affiliates), Citigroup Global Markets Inc. on behalf of Citi (as 

defined below), Goldman Sachs Bank USA to act as joint lead arrangers and joint bookrunners (in such 

capacities, the “Arrangers”) (in the case of any Bank Financing of PG&E (or any entity formed to hold all 

of the assets of PG&E), with JPMorgan having “left” placement in any and all marketing materials or other 

documentation) (each, a “Titled Capacity”) with respect to (i) the Revolving Credit Facilities, (ii) the 

PG&E Term Loan Facility and (iii) any other bank loan or credit facility (other than a securitization facility) 

(collectively, the “Bank Financing”), in each case constituting an Exit Financing, provided that (x) you 

agree that JPMorgan may perform such role through its affiliate, J.P. Morgan Securities LLC and (y) no 

Arranger shall be allocated a greater percentage of the economics with respect to any arrangement or other 

upfront fees in respect of any Bank Financing than JPMorgan. You may, in consultation with the 

Arrangers, appoint additional arrangers, agents or co-agents or award additional titles, in 

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 in respect of any Bank Financing and such arrangers, agents, co-agents and other persons may 

be allocated up 

 (such persons, “Additional Agents”); 

(iii) no Additional Agent shall receive a bookrunner title with respect to any 

Bank Financing and (iv) to the extent any Additional Agents participate in such Bank Financing, the 

economics allocated to such Additional Agent shall reduce the economics of the Arrangers on a pro rata 

basis. For purposes of this letter agreement, “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. 

Each Arranger reserves the right not to participate in any Bank Financing, and the 

foregoing is not an agreement by any Arranger to provide any commitments with respect to any Bank 

Financing. It is also understood and agreed that this letter agreement shall not constitute an obligation or 

commitment to purchase any loans or commitments (or to pay any fees) in order to syndicate a proposed 

Bank Financing. In addition, you acknowledge and agree that this letter agreement (i) is not a guarantee 

with respect to the successful syndication of a proposed Bank Financing and (ii) does not create an 

obligation on the part of any Arranger or any affiliate of, or any fund managed by any Arranger, in its 

capacity as a lender, to participate in any Bank Financing. 

2. Cooperation. With respect to any syndicated Bank Financing, 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 any Bank Financing in form and substance 

customary for transactions of this type regarding your business, operations, financial projections and 

prospects (after giving effect to the Transactions) (collectively, the “Confidential Information 

Memorandum”), (c) your using commercially reasonable efforts to obtain, as promptly as practical prior to 

the launch of the syndication of any Bank Financing, public debt ratings for the applicable borrower in 

respect of such Bank Financing 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) the presentation 

of one or more customary information packages for any Bank Financing 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, (e) arranging for direct contact between your 

senior management and representatives, with appropriate seniority and expertise, with prospective lenders 

and participation of such persons in a reasonable number of meetings at reasonable times and locations 

mutually agreed upon and (f) the negotiation, execution and delivery of appropriate loan documents (each 

in form and substance satisfactory to us and to you and containing such terms, covenants, conditions, 

representations, warranties and indemnities as are consistent with (A) with respect to any Bank Financing 

of PG&E (or any entity formed to hold all of the assets of PG&E upon emergence from bankruptcy), 

PG&E’s Second Amended and Restated Credit Agreement, dated as of April 27, 2015, among PG&E, 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 “PG&E Pre-Petition Credit Agreement”) and (B) 

any Bank Financing of the Utility (or any entity formed to hold all of the assets of the Utility upon 

emergence from bankruptcy), the Utility’s Second Amended and Restated Credit Agreement, dated as of 

April 27, 2015, among the Utility, the financial institutions from time to time party thereto and Citibank, 

N.A., as administrative agent (as amended from time to time prior to the date hereof, the “Utility 

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Pre-Petition Credit Agreement”) (and, to the extent applicable, the Facilities) as modified to the extent 

customary in the market to reflect transactions comparable to the relevant Bank Financing and any changes 

in law) relating to such Bank Financing, including, without limitation, a credit agreement, guarantees, 

opinions of counsel and other related definitive documents all in form and substance consistent with the 

corresponding documents delivered in connection with the PG&E Pre-Petition Credit Agreement or the 

Utility Pre-Petition Credit Agreement, as applicable (and, to the extent applicable, the applicable Facility) 

and otherwise reasonably satisfactory to the Arrangers, you and your respective counsel (collectively, the 

“Loan Documents”). 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 regulation applicable to you or your 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 Arrangers 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 6 of this 

letter agreement (and any corresponding representation in the Confidential Information Memorandum or 

the Loan Documents, as applicable). You 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 Arrangers about the Arrangers) and all other 

written information, documentation or materials delivered to the Arrangers by or on your behalf in 

connection therewith (collectively, the “Information”) and you acknowledge that the Arrangers will be 

using and relying upon the Information without independent verification thereof. You agree that 

Information (including, without limitation, draft and execution versions of the Loan Documents for the 

relevant Bank Financing, 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 Facilities or otherwise, in accordance with each Arranger’s standard 

syndication practices, and you acknowledge that no Arranger 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 Arranger or its affiliates (as determined 

by a court of competent jurisdiction in a final and non-appealable judgment). You hereby authorize the 

Arrangers to download copies of your trademark logos from its website and post copies thereof and any 

Information to any Platform established by the Arrangers to syndicate the relevant Bank Financing, and to 

use your trademark logos on any confidential information memoranda, presentations and other marketing 

materials prepared in connection with the syndication of any Bank Financing or in any advertisements (to 

which you consent, such consent not to be unreasonably withheld) that we may place after the closing of

any Bank Financing in financial and other newspapers, journals, the World Wide Web, home page or 

otherwise, at our own expense describing our services to you hereunder; provided that such consent shall 

not be required with respect to tombstone, case study or similar advertisements incorporated into 

promotional materials and not otherwise publicly disseminated.

You acknowledge 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, you agree 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 

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laws) concerning you and your 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 Arrangers, in the case of the public-side version, that 

such Information does not include material non-public information about you and your affiliates or their 

respective securities. The Public-Side Information will contain 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, you will clearly designate as such all 

Information provided to any Arranger by or on behalf of it which contains exclusively Public-Side 

Information. You acknowledge and agree that the following documents may be distributed to all lenders 

(including Public Lenders) (unless you promptly notify 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 Loan Documents for the relevant Bank Financing; (b) term sheets and 

notification of changes in the terms of the relevant Bank Financing 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.

3. Termination. This letter agreement may be terminated by any Arranger (as to itself), in 

whole or in part, at any time upon written notice to you. This letter agreement may be terminated by you 

after the earliest of (i) the date that is twelve months after the date hereof, if the Effective Date has not 

occurred, (ii) the Effective Date, if the Effective Date of the Plan was accomplished without any loans 

under the Facilities or other interim Exit Financing and so long as any Bank Financing consummated prior 

to or concurrently with the Effective Date was made in compliance with this letter agreement, (iii) the first 

anniversary of the Effective Date and (iv) the date of receipt by you of aggregate cash proceeds in an 

amount equal to at least the then outstanding obligations under the Facilities or any other interim Exit 

Financing from the incurrence of Bank Financing in a transaction in which each Arranger acts in its Titled 

Capacity with no less than the percentage of the economics of such transaction applicable to such Arranger 

established pursuant to paragraph 1 of this letter agreement, if the Bank Financing is consummated after the 

Effective Date. Upon any termination of this letter agreement, the obligations of the parties hereunder shall 

terminate, except for their obligations under paragraphs 4, 5, 7 and 8 below.

4. Indemnification and Expenses. 

Subject to the approval of this letter agreement by the Bankruptcy Court, you agree, jointly 

and severally, (a) to indemnify and hold harmless the Arrangers and their 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 letter agreement, any Bank Financing, 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 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, documents and invoiced 

out-of-pocket legal expenses of one firm of 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 

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(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 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) or other reasonable, documents 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 in bad faith 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 Arranger 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 Arrangers and their 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 any Bank Financing and any related documentation 

(including this letter agreement and the Loan Documents) or the administration, amendment, modification 

or waiver thereof. 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 Bank Financing 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 (a) such settlement 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 Arrangers and the other indemnified 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 letter agreement (a) are reasonable, (b) are actual and necessary costs and 

expenses of preserving the Debtors’ estates and (c) subject to the approval of this letter agreement by the 

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Bankruptcy Court, constitute allowed Administrative Claims against the Debtors on a joint and several 

basis under the Plan. 

5. Fees. (a) Subject to the approval of this letter agreement by the Bankruptcy Court, in 

any Bank Financing that is consummated prior to termination of this letter agreement and in which any 

Arranger acts in a Titled Capacity, you shall, or shall cause any applicable borrower to, pay aggregate fees 

 in each case payable at the 

closing of such Bank Financing out of the proceeds thereof, such fees to be allocated 

 in each case subject to pro rata reduction in connection with the 

appointment of any Additional Agent in accordance with paragraph 1 above. 

(b) Subject to the approval of this letter agreement by the Bankruptcy Court, in the event 

that during the period commencing on the date hereof and ending 12 months following the termination 

hereof you or any of your affiliates obtain Exit Financing or any other exit financing in connection with a 

plan of reorganization other than the Plan (other than an offering of securities) (any such financing, an 

“Alternate Financing”) without, with respect to any Arranger, such Arranger acting in its Titled Capacity 

in connection therewith and without receiving at least the percentage of minimum economics of such 

financing applicable to such Arranger established pursuant to paragraph 1 above (in accordance with, and 

with the economics contemplated by, paragraph 1 and 5(a) above) (the “Requisite Economics”), then you 

agree to pay to such Arranger that is not acting in its Titled Capacity at the time of consummation of the 

Alternate Financing, an amount equal to 50% (or, if such Alternate Financing refinances or replaces any 

Facility that is outstanding or in effect immediately prior to the consummation of such Alternate Financing, 

100%) of the fees that would have been payable pursuant to paragraph 5(a) above if such Arranger acted in 

its Titled Capacity with the Requisite Economics for such Alternate Financing; provided that no such fee 

shall be payable to any Arranger that has been offered the opportunity to act in a Titled Capacity with the 

Requisite Economics with respect to such financing and has elected not to do so (unless such offer was 

made in connection with an Alternate Financing in respect of an exit financing in connection with a plan of 

reorganization other than the Plan). 

6. Information. You represent and covenant 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 your behalf to the Arrangers 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 Arrangers 

or the lenders by or on your behalf in connection with the Transactions have been and will be prepared in 

good faith based upon assumptions that are believed by you to be reasonable at the time such Projections are 

furnished to the Arrangers 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 your 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. 

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You agree that if at any time prior to the closing of any Bank Financing 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.

7. Confidentiality. 

(a) Each Arranger shall use all non-public information provided to it by or on behalf 

of you or any of your subsidiaries or affiliates solely for the purpose of providing the services that are the 

subject of this letter agreement 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, except in each case for 

information that was or becomes publicly available other than by reason of disclosure by in violation of this 

letter agreement or was or becomes available to such Arranger or its affiliates from a source which is not 

known by such Arranger to be subject to a confidentiality obligation to you, provided that nothing herein 

shall prevent such Arranger from disclosing any such information (i) to potential and prospective lenders, 

participants and any direct or indirect contractual counterparties to any swap or derivative transaction 

relating to you or your obligations under any Bank Financing, 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, (ii) pursuant to the order of any court or administrative agency or in any pending 

legal or administrative proceeding (in which case we agree to promptly notify you to the extent lawfully 

permitted to do so), (iii) to rating agencies; provided that such information is limited to the terms and 

conditions relating to the applicable Bank Financing and is supplied only on a confidential basis, (iv) upon 

the request or demand of any regulatory authority having jurisdiction over any Arranger or any of their 

respective 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), (v) to any Arranger’s affiliates and to any Arranger’s and such affiliates’ 

respective employees, legal counsel, independent auditors, service providers and other experts or agents 

who need to know such information and are 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(a), it 

being understood that each Arranger shall be responsible for any violation of the provisions of this Section 

7(a) by any such person, or (vi) to any other underwriter, initial purchaser or placement agent with respect 

to such Bank Financing. This undertaking by the Arrangers shall automatically terminate on the earlier of 

(x) one year following the completion of any Bank Financing or the termination of the Arrangers’

engagement hereunder or (y) two years from the date hereof. Nothing in this letter agreement precludes any 

Arranger or its affiliates from using or disclosing any confidential information in connection with any suit, 

action or proceeding for the purpose of defending itself, reducing its liability or protecting or exercising any 

of its rights, remedies or interests. 

(b) You agree that you will not disclose this letter agreement, the contents hereof or 

the activities of the Arrangers pursuant hereto to any person without the prior approval of the Arrangers, 

except that you may disclose this letter agreement and the contents hereof (i) to your shareholders, 

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

professional advisors or agents) who are directly involved in the consideration of this matter or (ii) as may 

be compelled in a judicial or administrative proceeding or as otherwise required by law (in which case you 

agree to inform us promptly thereof). Notwithstanding the foregoing, nothing herein shall prevent you 

from disclosing such information (x) in a manner consistent with the exceptions set forth in clauses (iii) 

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through (vi) in paragraph 7(a); provided that you accept responsibility for compliance by the persons 

referred to in such clause (v) with the provisions of this paragraph 7 or (y) as permitted by the last sentence 

of paragraph 7(a) immediately above, in the case of each of the foregoing clauses (x) and (y) substituting 

“you” for “the Arrangers” therein, in either case as applicable. In addition, following your acceptance 

hereof, you may disclose (A) the existence, but not the content, of this letter agreement in any public filing 

in connection with the Plan or the financing thereof to the extent customary or required by applicable law or 

regulation (and you agree that any such disclosure of any fees shall be subject to customary redactions) and 

(B) the terms of this letter agreement relating to fees and expenses, but only as part of generic disclosure 

regarding fees and expenses in the aggregate, including in any presentation of sources and uses in any 

offering and marketing materials or to the extent necessary or advisable in order to comply with your SEC 

disclosure obligations.

Notwithstanding anything to the contrary herein, any disclosure of the fees herein 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 or advisors to the Official Committee of Unsecured Creditors, the Official Committee of Tort 

Claimants and any other official committee established pursuant to Section 1102 on a confidential and 

professionals’ eyes only basis; provided, however, that you shall be permitted to publicly disclose the fees 

payable hereunder, 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.

The provisions contained in this paragraph 7 shall remain in full force and effect 

notwithstanding the termination of this letter agreement.

8. Governing Law and Submission to Jurisdiction. This letter agreement and any claim, 

controversy or dispute arising under or related to this letter agreement shall be governed by, and construed 

and interpreted in accordance with, the laws of the State of New York. EACH PARTY HERETO 

IRREVOCABLY AGREES TO WAIVE (TO THE FULLEST EXTENT PERMITTED BY LAW) TRIAL 

BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON 

BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER AGREEMENT OR 

THE PERFORMANCE OF SERVICES HEREUNDER.

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

arising in respect of this letter agreement or the Arrangers’ agreements hereunder 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 such court. Service 

of any process, summons, notice or document by registered mail addressed to you shall be effective service 

of process against such person for any suit, action or proceeding brought in any such court. Each of the 

parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, 

action or proceeding brought in any such court and any claim that any such suit, action or proceeding has 

been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in 

any such court shall be conclusive and binding and may be enforced in any other courts to whose 

jurisdiction you are or may be subject, by suit upon judgment. 

9. Absence of Fiduciary Relationship; Affiliates; Etc.

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As you know, each Arranger (together with its affiliates, the “Affiliated Parties”) 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 

Affiliated Parties and funds or other entities in which the Affiliated Parties 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 Affiliated Parties 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 you and/or other entities and persons which may (i) be involved in 

transactions arising from or relating to the arrangement contemplated by this letter agreement or (ii) have 

other relationships with you or your affiliates. In addition, the Affiliated Parties may provide investment 

banking, commercial banking, underwriting and financial advisory services to such other entities and 

persons. Although the Affiliated Parties in the course of such other activities and relationships may acquire 

information about the transactions contemplated by this letter agreement or other entities and persons which 

may be the subject of the financing contemplated by this letter agreement, the Affiliated Parties shall have 

no obligation to disclose such information, or the fact that the Affiliated Parties are in possession of such 

information, to you or to use such information on your behalf.

Consistent with the Affiliated Parties’ policies to hold in confidence the affairs of their 

customers, the Affiliated Parties will not furnish confidential information obtained from you by virtue of 

the transactions contemplated by this letter agreement to any of their other customers and will treat 

confidential information relating to you and your 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 Affiliated Parties nor any of their respective affiliates has an obligation to use in connection with 

the transactions contemplated by this letter agreement, or to furnish to you, confidential information 

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

Each of the Affiliated Parties may have economic interests that conflict with those of you, 

your equity holders and/or its affiliates. You agree that each Affiliated Party will act under this letter 

agreement as an independent contractor and that nothing in this letter agreement or otherwise will be 

deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between 

the Affiliated Parties and you, your equity holders or your affiliates. You acknowledge and agree that the 

transactions contemplated by this letter agreement (including the exercise of rights and remedies hereunder 

and thereunder) are arm’s-length commercial transactions between the Affiliated Parties, on the one hand, 

and you, on the other, and in connection therewith and with the process leading thereto, (i) the Affiliated 

Parties have not assumed (A) an advisory responsibility in favor of you, your equity holders or your

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

favor of you, your equity holders or your 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 Affiliated Parties have advised, are currently advising or will advise you, your

equity holders or your affiliates on other matters) or any other obligation to you except the obligations 

expressly set forth in this letter agreement and (ii) the Affiliated Parties are acting solely as principals and 

not as the agents or fiduciaries of you, your management, equity holders, affiliates, creditors or any other 

person. You acknowledge and agrees that you have consulted your 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, you agree that it will not bring any claim that the Affiliated Parties have breached 

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any fiduciary or similar duty to you with respect to the financing transactions contemplated hereby or owes 

a fiduciary or similar duty to you, in connection with such financing transactions or the process leading 

thereto. In addition, each Arranger 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 you and other companies that may be the subject of this arrangement, and such 

affiliates will be entitled to the benefits afforded to such Arranger 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 your rights in respect of any separate engagement of any Arranger, including as financial advisor, in 

connection with the Transactions or any other matter.

You further acknowledge that certain of the Arrangers and/or certain of their respective

affiliates currently are acting as lenders and as the administrative agent under certain of your credit 

agreements, and your and your affiliates’ rights and obligations under any other agreement with any 

Arranger or any of its affiliates 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 letter agreement, and none of such 

rights and obligations under such other agreements shall be affected by any Arranger’s performance or lack 

of performance of services hereunder. You hereby agree that each Arranger may render its services under 

this letter agreement 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 

Arranger and you and your affiliates in connection with the services contemplated hereby, on the one hand, 

and the exercise by any Arranger or any of its affiliates of any of their rights and duties under any credit 

agreement or other agreement on the other hand.

In addition, please note that the Affiliated Parties do not provide accounting, tax or legal 

advice.

10. Miscellaneous. This letter agreement contains the entire agreement between the 

parties relating to the subject matter hereof and supersedes all oral statements and prior writings with 

respect thereto. This letter agreement may not be amended or modified except by a writing executed by 

each of the parties hereto. Paragraph headings herein are for convenience only and are not a part of this 

letter agreement. This letter agreement is solely for the benefit of you and the Arrangers, and no other 

person (except for indemnified persons, to the extent set forth in Section 4) shall acquire or have any rights 

under or by virtue of this letter agreement. This letter agreement may not be assigned by you without the 

prior written consent of the Arrangers. You further acknowledge and agree that in accordance with the 

requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) 

and the requirements of the beneficial ownership regulation (31 C.F.R. § 1010.230), each Arranger is 

required to obtain, verify and record information that identifies their respective clients, including you, 

which information may include the name and address of their respective clients, as well as other 

information that will allow such Arranger to properly identify their respective clients.

If any term, provision, covenant or restriction contained in this letter agreement is held by a 

court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder 

of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and 

shall in no way be affected, impaired or invalidated. You and the Arrangers shall endeavor in good faith 

negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic 

effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

This letter agreement may be executed in counterparts, each of which will be deemed an 

original, but all of which taken together will constitute one and the same instrument.

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[Signature pages follow]

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BofA SECURITIES, INC. 

By: ___ ....:.�,::::__ � _________ _ 

Name: 

Title: Sanjay Rijhwani 

Managing Director 

[Signature Page to Bank Financing Engagement letter] 

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