Document

Exhibit 10.12







						
	JPMorgan Chase Bank, N.A.
383 Madison Avenue
New York, NY 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


	BNP PARIBAS
787 Seventh Avenue
New York, New York 10019



	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
Eleven Madison Avenue
New York, New York 10010


	MORGAN STANLEY BANK, N.A.
1585 Broadway
New York, New York 10036

	MUFG Union Bank, N.A.
1221 Avenue of the Americas
New York, NY 10020


	WELLS FARGO BANK, NATIONAL ASSOCIATION
550 S Tryon St.
Charlotte, NC 28202





PERSONAL AND CONFIDENTIAL
November 18, 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
Amendment No. 1 to Commitment Letter
Ladies and Gentlemen:
Reference is made to that certain Commitment Letter, dated as of October 4, 2019 (together with the annexes thereto, as supplemented by that certain Joinder Letter dated as of October 28, 2019 and as further amended from time to time in accordance with the terms thereof, the “Commitment Letter”), between PG&E Corporation, a California corporation (“PG&E”) (together with any domestic entity formed to hold all of the assets of PG&E upon emergence from bankruptcy, the “Borrower”), Pacific Gas and Electric Company, a California corporation (or 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”), JPMorgan Chase Bank, N.A. (“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 USA (“GS Bank”) and Goldman Sachs Lending Partners LLC (“GSLP”, and together with GS Bank, “Goldman Sachs”) (JPMorgan, Bank of America, Barclays, Citi 








and Goldman Sachs, collectively, the “Initial Commitment Parties”) and BNP Paribas (“BNP”), Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), Morgan Stanley Bank, N.A. (“Morgan Stanley”), MUFG Union Bank, N.A. (“MUFG”) and Wells Fargo Bank, National Association (“Wells Fargo”, collectively with BNP, Credit Suisse, Morgan Stanley, MUFG and the Initial Commitment Parties, the “Commitment Parties” , “we” or “us”), regarding a $7,000 million senior unsecured bridge facility defined therein as the Facility and the related transactions described therein. “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. Capitalized terms used but not defined herein are used with the meanings assigned to them in the Commitment Letter.  
Each party to this Amendment No. 1 to Commitment Letter (this “Amendment”) hereby agrees that the first sentence of the third paragraph of Section 11 of the Commitment Letter is amended by replacing the text “November 20, 2019” with the text “December 20, 2019” where it appears.
Each party hereto agrees to maintain the confidentiality of this Amendment and the terms hereof, subject to the confidentiality provisions contained in the Commitment Letter. The provisions of the third paragraph of Section 9 of the Commitment Letter are incorporated herein, mutatis mutandis, as if the references to the Commitment Letter were to this Amendment.  Each of the parties hereto (for itself and its affiliates) (a) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to the Commitment Letter, this Amendment, or the transactions contemplated thereby or hereby, in any such New York State court or in any such Federal court and (b) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.  
Except as specifically amended by this Amendment, the Commitment Letter shall remain in full force and effect. This Amendment shall be construed in connection with and form part of the Commitment Letter, and any reference to the Commitment Letter shall be deemed to be a reference to the Commitment Letter as amended by this Amendment. Neither this Amendment nor the Commitment Letter (including the attachments hereto and thereto) may be amended or any term or provision hereof or thereof waived or modified except by an instrument in writing signed by each of the parties hereto. This Amendment 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 to this Amendment by telecopier, facsimile or other electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.  


[Remainder of page intentionally left blank]











We are pleased to have been given the opportunity to assist you in connection with the financing for the Transactions.
Very truly yours,
									
		JPMORGAN CHASE BANK, N.A.	
		

	
		By:	/s/ Sandeep S. Parihar
		

	Name: Sandeep S. Parihar

		

	Title: Executive Director












[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		BofA SECURITIES, INC.
	
		

	
		By:	/s/ B. Timothy Keller
		

	Name: B. Timothy Keller

		

	Title: Managing Director







									
		BANK OF AMERICA, N.A.	
		

	
		By:	/s/ Margaret A. Halleland
		

	Name: Margaret A. Halleland

		

	Title: Vice President









[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		BARCLAYS BANK PLC	
		

	
		By:	/s/ Sydney G. Dennis
		Name:	Sydney G. Dennis
		Title:	Director













[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		CITIGROUP GLOBAL MARKETS INC.	
		

	
		By:	/s/ Richard Rivera
		Name:	Richard Rivera
		Title:	Authorized Signatory













[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		GOLDMAN SACHS BANK USA	
		

	
		By:	/s/ Charles D. Johnston
		Name:	Charles D. Johnston
		Title:	Authorized Signatory






									
		GOLDMAN SACHS LENDING PARTNERS LLC	
		

	
		By:	/s/ Charles D. Johnston
		Name:	Charles D. Johnston
		Title:	Authorized Signatory











[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		BNP PARIBAS	
		

	
		By:	/s/ Nicole Rodriguez
		Name:	Nicole Rodriguez
		Title:	Director




									
		By:	/s/ Brenda Heneghan
		Name:	Brenda Heneghan
		Title:	Director













[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	
		

	
		By:	/s/ Vipul Dhadda
		Name:	Vipul Dhadda
		Title:	Authorized Signatory




									
		By:	/s/ SoVonna Day-Goins
		Name:	SoVonna Day-Goins
		Title:	Authorized Signatory













[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		MORGAN STANLEY BANK, N.A.	
		

	
		By:	/s/ Chance Moreland
		Name:	Chance Moreland
		Title:	Authorized Signatory

















[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		MUFG UNION BANK, N.A.	
			
		By:	/s/ Nietzsche Rodricks
		Name:	Nietzsche Rodricks
		Title:	Managing Director







[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






									
		WELLS FARGO BANK, NATIONAL ASSOCIATION	
		

	
		By:	/s/ Gregory R. Gredvig
		Name:	Gregory R. Gredvig
		Title:	Director













[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]






ACCEPTED AND AGREED AS OF
THE DATE FIRST WRITTEN ABOVE:


						
	PG&E CORPORATION	
	

	
	By:	/s/ Nicholas M. Bijur
	Name:	Nicholas M. Bijur
	Title:	Vice President and Treasurer










						
	PACIFIC GAS AND ELECTRIC COMPANY	
	

	
	By:	/s/ Nicholas M. Bijur
	Name:	Nicholas M. Bijur
	Title:	Vice President and Treasurer








[Signature Page to Amendment No. 1 to Commitment Letter (PG&E)]