Pacific Gas and Electric Company
Term Loan Facility 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) (PG&E), and 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), 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 May 22, 2020 [Docket No. 7521] (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 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 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 enter into (i) a new 364-day term loan facility in an aggregate committed amount of $4,500 million and (ii) a new 18-month term loan facility in an aggregate committed amount of $1,500 million (collectively, the Facilities) having the terms and subject to the conditions set forth herein and in the Annexes hereto.
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.
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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) in connection with the Facilities, (ii) each of BofA, Barclays, Citi and GS Bank is pleased to confirm its agreement to act, and you hereby appoint each of BofA, Barclays, Citi and GS Bank to act, as a co-syndication agent in connection with the Facilities and (iii) each of BNP Paribas (BNP), Credit Suisse AG, New York Branch (CS), Mizuho Bank, Ltd (Mizuho), MUFG Union Bank, N.A. (MUFG) and Wells Fargo Bank, National Association (Wells Fargo) is pleased to confirm its agreement to act, and you hereby appoint each of BNP, CS, Mizuho, MUFG and Wells Fargo to act, as a co-documentation agent in connection with the Facilities, (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 Facilities; and (c) each of JPMorgan, BANA, Barclays, Citi, GS Bank and each of the other Commitment Parties 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 Facilities equal to the principal amount set forth adjacent to its name on Schedule I hereto under the heading 364-Day Tranche Commitment and 18-Month Tranche Commitment (provided that the amount of the