Document

Exhibit 10.18

JPMORGAN CHASE BANK, N.A.
383 Madison Avenue
New York, NY 10179


BARCLAYS
745 Seventh Avenue
New York, NY 10019


GOLDMAN SACHS BANK USA
GOLDMAN SACHS LENDING PARTNERS LLC
200 West Street
New York, NY 10282


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


MUFG UNION BANK, N.A.
1221 Avenue of the Americas
New York, NY 10020


MIZUHO BANK, LTD.
1251 Avenue of the Americas
New York, NY 10020


BANK OF AMERICA, N.A.
BofA SECURITIES, INC.
One Bryant Park
New York, NY 10036


CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, NY 10013


BNP PARIBAS
787 Seventh Avenue
New York, New York 10019


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


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





















PERSONAL AND CONFIDENTIAL


February 14, 2020 


PG&E Corporation 
Pacific Gas and Electric Company 
77 Beale Street
P.O. Box 77000 
San Francisco, California 94177 
Attention: Nicholas M. Bijur




Pacific Gas and Electric Company
Amendment No. 4 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, that certain Amendment No. 1 to Commitment Letter dated as of November 18, 2019, that certain Joinder Letter dated as of December 2, 2019, that certain Amendment No. 2 to Commitment Letter dated as of December 20, 2019, that certain Amendment No. 3 to Commitment Letter dated as of January 30, 2020 and as further amended from time to time in accordance with the terms thereof, the “Commitment Letter”), between PG&E Corporation, a California corporation (or any domestic entity formed to hold all of the assets of PG&E Corporation upon emergence from bankruptcy) (“PG&E”), Pacific Gas and Electric Company, a California corporation (the “Utility”) (together with any domestic entity formed to hold all of the assets of the Utility upon emergence from bankruptcy, the “Borrower” 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”), Wells Fargo Bank, National Association (“Wells Fargo”) and Mizuho Bank, Ltd. (“Mizuho”, collectively with BNP, Credit Suisse, Morgan Stanley, MUFG, Wells Fargo and the Initial Commitment Parties, the “Commitment Parties” , “we” or “us”), regarding a senior secured bridge facility for the Borrower 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. 4 to Commitment Letter (this “Amendment”) hereby agrees that the Commitment Letter is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Schedule I hereto.
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 


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(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]







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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. 4 to Commitment Letter (Utility)]






												
		BofA SECURITIES, INC.		
		

		
		By:	/s/ Sanjay Rijhwani	
		Name:		Sanjay Rijhwani
		Title:		Managing Director






												
		BANK OF AMERICA, N.A.		
		

		
		By:	/s/ Sanjay Rijhwani	
		Name:		Sanjay Rijhwani
		Title:		Managing Director








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		BARCLAYS BANK PLC		
		

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








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		CITIGROUP GLOBAL MARKETS INC.		
		

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








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		GOLDMAN SACHS BANK USA		
		

		
		By:	/s/ Robert Ehudin	
		Name:		Robert Ehudin
		Title:		Authorized Signatory






												
		GOLDMAN SACHS LENDING PARTNERS LLC		
		

		
		By:	/s/ Robert Ehudin	
		Name:		Robert Ehudin
		Title:		Authorized Signatory










[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		BNP PARIBAS		
		

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






												
		By:	/s/ Ade Adedeji	
		Name:		Ade Adedeji
		Title:		Director










[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]








												
		CREDIT SUISSE AG, CAYMAN ISLANDS 
BRANCH		
		

		
		By:	/s/ SoVonna Day-Goins	
		Name:		SoVonna Day-Goins
		Title:		AUTHORIZED SIGNATORY






												
		By:	/s/ Vipul Dhadda	
		Name:		VIPUL DHADDA
		Title:		AUTHORIZED SIGNATORY










[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		MORGAN STANLEY BANK, N.A.		
		

		
		By:	/s/ Mrinalini Macdonough	
		Name:		Mrinalini MacDonough
		Title:		Authorized Signatory








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		MUFG UNION BANK, N.A.		
		

		
		By:	/s/ Nietzsche Rodricks	
		Name:		Nietzsche Rodricks
		Title:		Managing Director








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		WELLS FARGO BANK, NATIONAL
ASSOCIATION
		
		

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








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]






												
		MIZUHO BANK, LTD.		
		

		
		By:	/s/ Raymond Ventura	
		Name:		Raymond Ventura
		Title:		Managing Director








[Signature Page to Amendment No. 4 to Commitment Letter (Utility)]








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. 4 to Commitment Letter (Utility)]






SCHEDULE I
[Attached]













						
	

	management, and similar obligations, (iii) borrowings under the Revolving Credit Facility up to an aggregate amount not to exceed $3,500 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-in-possession 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 any Designated Permitted Financing, and (vii) issuances of debt by PG&E in a principal amount not to exceed $5,000 million, and debt or unfunded commitments under a revolving credit facility to be entered into by PG&E in an amount not to exceed $500 million and any Designated Permitted Financing,, 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 or its subsidiaries plus the aggregate principal amount of Excluded Debt issued or incurred by the Borrower or its subsidiaries pursuant to clause (iv), (v) or (vi) plus the principal amount of Surviving Debt of the Borrower or its subsidiaries exceeds $30,00033,350 million, or (B) the aggregate principal amount of Specified Debt issued or incurred by PG&E plus the aggregate principal amount of Excluded Debt issued or incurred by PG&E pursuant to clause (vi) or (vii) plus the principal amount of Surviving Debt of PG&E exceeds $7,0005,000 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 the Borrower or any subsidiary of the Borrower to PG&E, 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 $12,0009,000 million, (v) any Designated Permitted Financing and (vi) 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 PG&E or the Borrower 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 Transaction, (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 PG&E Facility to the maximum extent permitted by applicable law and regulatory approvals and thereafter shall be applied to prepay the Facility.
	

	“Included Securitization Transaction” shall mean any securitization transaction of PG&E, the Borrower 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, at the Borrower’s election, in lieu of (and to reduce) the requirement for Designated Permitted Financing (and the intended use of proceeds thereof) as specified in clause 15 of Annex B, up to $2,0006,000 million to finance a portion of the Transactions;

	

	Second, 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;













						
	

	Third, to reduce commitments under the PG&E Facility on a dollar-for-dollar basis in accordance with the Mandatory Prepayments and Commitment Reductions section above, up to $2,000 million;

	

	Fourth, to be deposited as cash on the balance sheet of PG&E, the Borrower or its Subsidiaries on the Closing Date, up to $650 million;

	

	Fifth, 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 14 of Annex B, up to $4,000 million; 

	

	Thereafter, as the Borrower shall direct (but, for the avoidance of doubt, with no further reduction to the minimum equity requirement, as specified in clause 14 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 Citibank, 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 debt (with exceptions to be agreed, including debt for borrowed money (including the Facility and the Notes) not to exceed $30,00033,350 million and the Revolving Credit Facility), 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 0.65 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 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; bankruptcy events (from and after the Closing Date); certain ERISA events; material judgments; actual or asserted invalidity of security documents representing a material portion of the collateral; and a change of control (to be defined in a manner to be agreed).
	Voting:	Subject to the Documentation Principles and based on the Pre-Petition Credit Agreement, including all lender vote for the release of all or substantially all of the Collateral.
	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 Pre-Petition Credit Agreement.
	Assignments and Participations:	Subject to the Documentation Principles and based on the Pre-Petition 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




















14. PG&E shall have received at least $12,0009,000 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 equity linked securities issued by PG&E or the Utility, so long as such issuance could not reasonably be expected to negatively impact cash distributions to PG&E or distributions that will be available to service debt at PG&E and (ii) such amount may be reduced by up to $4,000 million from the 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 PG&E, the Borrower 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 PG&E, the Borrower or its subsidiaries as determined by the Arrangers in their sole discretion.
15. PG&EThe Utility shall have received at least $2,0006,000 million of proceeds from any issuance of debt securities or other debt for borrowed money (including pursuant to any bank or other credit facility and any securitization securities or facilities) or any issuance of equity securities (including shares of its common stock or preferred equity or equity-linked securities), in any case on terms acceptable to each Commitment Party in its sole discretion (the “Designated Permitted Financing”), provided that if such Designated Permitted Financing is an Included Securitization Transaction, it is applied in lieu of (and to reduce) the requirement under this paragraph in compliance with the Closing Date Securitization Waterfall set forth in Annex A.
16. 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).
17. PG&E shall own directly 100% of the common stock of the Borrower.
18. 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 Borrower 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 Borrower that such financial model demonstrates compliance with all regulatory requirements (including all CPUC approvals).
19. 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.