(a)
|
PG&E Corporation and Pacific Gas and Electric Company, as debtors and debtors in possession (collectively, the “Company” or the “Debtors”);
|
|
(b)
|
(i) the undersigned investment managers or investment advisors on behalf of the funds and accounts managed or advised by them and/or (ii) the undersigned funds and
accounts that in each case hold Utility Senior Note Claims (as defined in the Term Sheet) issued by Pacific Gas and Electric Company (the “Consenting
Noteholders”); and
|
|
(c)
|
certain funds and accounts managed or advised by Abrams Capital Management, L.P. and certain funds and accounts managed or advised by Knighthead Capital Management,
LLC (collectively, the “Shareholder Proponents”).
|
(a) If to the Debtors, to:
|
|
PG&E Corporation
|
|
77 Beale Street
|
San Francisco, CA 94105
|
|
Attention: Janet Loduca
|
|
With a copy to:
|
|
Weil, Gotshal & Manges LLP 767 Fifth Avenue
|
|
New York, NY 10153
|
|
Attention: Stephen Karotkin, Jessica Liou, and Matthew Goren
|
|
(stephen.karotkin@weil.com, jessica.liou@weil.com, matthew.goren@weil.com)
|
|
- and -
|
|
Cravath, Swaine & Moore LLP 825 8th Avenue
|
|
New York, NY 10019
|
|
Attention: Kevin Orsini and Paul Zumbro (korsini@cravath.com, pzumbro@cravath.com)
|
|
(b) If to the Shareholder Proponents:
|
|
Jones Day
|
|
555 South Flower Street
|
|
Fiftieth Floor
|
|
Los Angeles, California
|
|
Attn: Bruce Bennett and Joshua Mester
|
|
(bbennett@jonesday.com, jmester@jonesday.com)
|
|
(c) If to a Consenting Noteholder, to the address listed on the signature page for such Consenting Noteholder.
|
|
With a copy to:
|
|
Akin Gump Strauss Hauer & Feld LLP
|
|
One Bryan Park
|
|
New York, New York
|
|
Attention: Michael S. Stamer and David H. Botter
|
|
(mstamer@akingump.com, dbotter@akingump.com)
|
COMPANY
|
||||
PG&E CORPORATION |
||||
By:
|
/s/ Janet C. Loduca |
|||
Name:
|
Janet C. Loduca |
|||
Title:
|
Senior Vice President, General Counsel |
PACIFIC GAS AND ELECTRIC COMPANY |
||||
By:
|
/s/ Janet C. Loduca |
|||
Name:
|
Janet C. Loduca |
|||
Title:
|
Senior Vice President, General Counsel |
AP KENT CREDIT MASTER FUND, L.P. |
||
By: AP Kent Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO ACCORD MASTER FUND III, L.P. |
||
By: Apollo Accord Management III, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO A-N CREDIT FUND (DELAWARE), L.P. OVERFLOW 2 |
||
By: Apollo A-N Credit Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO A-N CREDIT FUND (DELAWARE), L.P. |
||
By: Apollo A-N Credit Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO ATLAS MASTER FUND, LLC |
||
By: Apollo Atlas Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO CENTRE STREET PARTNERSHIP, L.P. |
||
By: Apollo Centre Street Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO CREDIT MASTER FUND LTD. |
||
By: Apollo ST Fund Management LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO CREDIT STRATEGIES MASTER FUND LTD. |
||
By: Apollo ST Fund Management LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO CREDIT FUNDS ICAV, an Umbrella Irish Collective Asset-Management Vehicle with Segregated Liability between
its Sub-Funds, acting in respect of its Sub-Fund, APOLLO HELIUS MULTI-CREDIT FUND I |
||
By: ACF Europe Management, LLC, its portfolio manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO LINCOLN FIXED INCOME FUND, L.P. |
||
By: Apollo Lincoln Fixed Income Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO MOULTRIE CREDIT FUND, L.P. |
||
By: Apollo Moultrie Credit Fund Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO TACTICAL VALUE SPN INVESTMENTS, L.P. |
||
By: Apollo Tactical Value SPN Management, LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO TR ENHANCED LEVERED YIELD LLC |
||
By: Apollo Total Return Enhanced Management LLC, its investment manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
APOLLO TR OPPORTUNISTIC LTD. |
||
By: Total Return Enhanced Management LLC, its manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
and By: Total Return Management LLC, its manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
ATHORA LUX INVEST S.C.S.p in respect of its compartment, MULTI-CREDIT STRATEGY
|
||
By: Apollo Management International LLP, its portfolio manager |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
FRANKLIN ALTERNATIVE STRATEGIES FUND in respect of its series FRANKLIN K2 ALTERNATIVE STRATEGIES FUND |
||
By: Apollo Credit Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
FRANKLIN ALTERNATIVE STRATEGIES FUND in respect of its series FRANKLIN K2 LONG SHORT CREDIT FUND |
||
By: Apollo Credit Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
FRANKLIN TEMPLETON INVESTMENT FUNDS in respect of its compartment, FRANKLIN K2 ALTERNATIVE STRATEGIES FUND
|
||
By: Apollo SA Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
FRANKLIN TEMPLETON INVESTMENT FUNDS in respect of its compartment, FRANKLIN K2 LONG SHORT CREDIT FUND |
||
By: Apollo SA Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
IVY APOLLO MULTI ASSET INCOME FUND | ||
By: Apollo Credit Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
IVY APOLLO STRATEGIC INCOME FUND
|
||
By: Apollo Credit Management, LLC, its sub-advisor |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
K2 APOLLO LIQUID CREDIT MASTER FUND LTD. |
||
By: Apollo Capital Management, L.P., its sub-advisor |
||
By: Apollo Capital Management GP, LLC, its general partner |
||
By:
|
/s/ Joseph D. Glatt
|
|
Name:
|
Joseph D. Glatt |
|
Title: |
Vice President |
|
Notice
Address:
|
9 West 57th Street, 37th Floor, New York, NY 10019 |
Party:
|
CANYON-ASP FUND, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
|
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON BALANCED MASTER FUND, LTD.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON DISTRESSED OPPORTUNITY MASTER FUND II, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON DISTRESSED OPPORTUNITY MASTER FUND III, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON DISTRESSED TX (A) LLC
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
THE CANYON VALUE REALIZATION MASTER FUND, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON BLUE CREDIT INVESTMENT FUND L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its co-Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
By:
|
Canyon Partners Real Estate LLC,
its co-Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON-EDOF (MASTER) L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON-GRF MASTER FUND II, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON NZ-DOF INVESTING, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
EP CANYON LTD.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON VALUE REALIZATION MAC 18 LTD.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
CANYON VALUE REALIZATION FUND, L.P.
|
|
By:
|
Canyon Capital Advisors LLC,
its Investment Advisor
|
|
By: |
/s/ Jonathan M. Kaplan |
|
Name: |
Jonathan M. Kaplan |
|
Title: |
Authorized Signatory |
Notice Address: |
Attention – Legal Department
2000 Avenue of the Stars, 11th FL
Los Angeles, CA 90067
Email: legal@canyonpartners.com
|
Party:
|
AMERICAN BALANCED FUND
AMERICAN FUNDS CORPORATE BOND FUND
AMERICAN FUNDS GLOBAL BALANCED FUND
AMERICAN FUNDS MULTI-SECTOR INCOME FUND
AMERICAN FUNDS STRATEGIC BOND FUND
AMERICAN FUNDS INSURANCE SERIES – ASSET ALLOCATION FUND
AMERICAN FUNDS INSURANCE SERIES – BOND FUND
AMERICAN FUNDS INSURANCE SERIES – CAPITAL INCOME BUILDER
AMERICAN FUNDS INSURANCE SERIES – GLOBAL BALANCED FUNDAMERICAN FUNDS INSURANCE SERIES – GLOBAL BOND FUND
AMERICAN FUNDS INSURANCE SERIES – HIGH-INCOME BOND FUND
AMERICAN HIGH-INCOME TRUST
THE BOND FUND OF AMERICA
CAPITAL GROUP CAPITAL INCOME BUILDER (CANADA)
CAPITAL GROUP CAPITAL INCOME BUILDER (LUX)
CAPITAL GROUP GLOBAL ALLOCATION FUND (LUX)
CAPITAL GROUP GLOBAL BALANCED FUND (CANADA)
CAPITAL GROUP WORLD BOND FUND (CANADA)
CAPITAL GROUP PRIVATE CLIENT SERVICES FUNDS – CAPITAL GROUP CORE BOND FUND
CAPITAL INCOME BUILDER
CAPITAL WORLD BOND FUND
THE INCOME FUND OF AMERICA
INTERMEDIATE BOND FUND OF AMERICA
|
|
Capital Research and Management Company, for and on behalf of the above Consenting Noteholders |
||
By:
|
/s/ Kristine M. Nishiyama |
|
Name: |
Kristine M. Nishiyama |
|
Notice Address: |
c/o Capital Research and Management Company, |
|
333 South Hope Street, 55th floor |
||
Los Angeles, CA 90017 |
||
Attention: Casey Solomon and Kristine Nishiyama |
||
E-mail: kkc@capgroup.com / cazs@capgroup.com / knn@capgroup.com |
Party:
|
Citadel Advisors LLC, on behalf of certain funds it manages
|
|
By: |
/s/ Noah Goldberg |
|
Name: |
Noah Goldberg, Authorized Signatory |
|
Address |
Citadel, 601 Lexington Avenue, New York, New York, 10022, Attention: Legal |
|
Contact: |
noah.goldberg@citadel.com; david.bernfeld@citadel.com; jeff.psaki@citadel.com |
Party: |
Davidson Kempner Capital Management LP, on behalf of certain of its affiliated investment funds |
|
By:
|
/s/ Gabriel T. Schwartz
|
|
Name:
|
Gabriel T. Schwartz | |
Notice
Address:
|
520 Madison Avenue, 30th Floor
New York, NY 10022
Attention: Kunal Shah, Louis Littman
Email: kshah@dkp.com, llittman@dkp.com, ttroyer@dkp.com
|
Party: |
Elliott Management Corporation |
|
By:
|
/s/ Elliot Greenberg
|
|
Name:
|
Elliot Greenberg | |
Title: |
Vice President |
|
Notice
Address:
|
Elliott Management Corporation
40 West 57th Street
New York, New York 10019
Attn: Jeff Rosenbaum, Lee Grinberg, and Elliot Greenberg
Email: JRosenbaum@elliottmgmt.com LGrinberg@elliottmgmt.com EGreenberg@elliottmgmt.com
|
Address/Telephone:
Farallon Capital Management, L.L.C.
One Maritime Plaza, Suite 2100
San Francisco, California 94111
Attention: Raj Patel/Michael Linn
Telephone: ( 415) 421-2132
Facsimile: (415) 421-2133
|
FARALLON CAPITAL PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS II, L.P.
FARALLON CAPITAL OFFSHORE
INVESTORS II, L.P.
FARALLON CAPITAL (AM) INVESTORS, L.P.
FARALLON CAPITAL INSTITUTIONAL
PARTNERS III, L.P.
|
||
By: |
Farallon Partners, L.L.C.,
their General Partner
|
||
By: |
/s/ Michael G. Linn |
||
Michael G. Linn
|
|||
Managing Member | |||
Address/Telephone: |
FOUR CROSSINGS INSTITUTIONAL
PARTNERS V, L.P.
|
||
Farallon Capital Management, L.L.C. | |||
One Maritime Plaza, Suite 2100 | By: | Farallon Institutional (GP) V, L.L.C., | |
San Francisco, California 94111 | its General Partner | ||
Attention: Raj Patel/Michael Linn
|
|||
Telephone: (415) 421-2132 | |||
Facsimile: (415) 421-2133
|
By: |
/s/ Michael G. Linn |
|
Michael G. Linn
|
|||
Managing Member | |||
Address/Telephone:
|
FARALLON CAPITAL F5 MASTER I, L.P. |
||
Farallon Capital Management, L.L.C.
|
|||
One Maritime Plaza, Suite 2100
|
By: |
Farallon F5 (GP), L.L.C.,
|
|
San Francisco, California 94111
|
its General Partner | ||
Attention: Raj Patel/Michael Linn
|
|||
Telephone: (415) 421-2132
|
|||
Facsimile: (415) 421-2133
|
By: | /s/ Michael G. Linn | |
Michael G. Linn | |||
Managing Member |
Party:
|
Oaktree Capital Management, L.P. solely on behalf of certain of its funds and accounts that hold Utility Senior Note
Claims.
|
|
By: |
/s/ David Brown |
|
Name: |
David Brown |
|
Title: |
Managing Director |
By: |
/s/ Jordan Mikes |
|
Name: |
Jordan Mikes |
|
Title: |
Senior Vice President | |
Notice Address: |
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
|
Party:
|
CONSENTING HOLDERS FOR WHICH PACIFIC
INVESTMENT MANAGEMENT COMPANY LLC
ACTS AS INVESTMENT ADVISER OR
MANAGER1
|
By:
|
Pacific Investment Management Company LLC, as
investment adviser or manager
|
![]() |
By: |
/s/ T. Christian Stracke |
|
Name: |
T. Christian Stracke |
|
Title: |
Managing Director |
1 The obligations arising out
of this instrument are several and not joint with respect to
each participating Consenting Noteholder for which Pacific Investment Management Company LLC acts as investment adviser or manager, in accordance with its proportionate interest in the Claims held by all
Consenting Noteholders, and the parties agree not to proceed against any Consenting Noteholder for the obligations of another. To the extent a Consenting Noteholder is a registered investment company ("Trust") or a series thereof,
a copy of the Declaration of Trust of such Trust is on file with the Secretary of State of The Commonwealth of Massachusetts or Secretary of State of the State of Delaware. The obligations of or arising out of this instrument are not
binding upon any of such Trust's trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the Trust in accordance with its proportionate interest in the Claims held by all
Consenting Noteholders. If this instrument is executed by or on behalf of
a Trust on behalf of one or more series of the Trust, the assets
and liabilities of each series of the Trust are separate and distinct and the obligations of or arising out of this instrument are binding solely upon
the assets or property of the series on whose behalf this instrument is executed. If this agreement is being executed on behalf of more than one series of a Trust, the obligations of each series hereunder shall be several and not joint, in accordance with its proportionate interest in the Claims held by all Consenting Noteholders, and the parties agree not to proceed against any series for the obligations of another.
|
Party: |
Sculptor Master Fund, Ltd. |
|
By: |
Sculptor Capital LP, its investment manager |
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By: |
Sculptor Capital Holding Corporation, its General Partner |
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By:
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/s/ Wayne Cohen
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Name:
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Wayne Cohen |
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Title: |
President and Chief Operating Officer |
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Notice
Address:
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Sculptor Capital LP, 39th Floor
9 W 57th Street,
New York, NY 10019
Attention: Michael Barnett and Norman Greenberg
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Party: |
Sculptor Enhanced Master Fund, Ltd. |
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By: |
Sculptor Capital LP, its investment manager |
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By: |
Sculptor Capital Holding Corporation, its General Partner |
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By:
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/s/ Wayne Cohen
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Name:
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Wayne Cohen |
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Title: |
President and Chief Operating Officer |
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Notice
Address:
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Sculptor Capital LP, 39th Floor
9 W 57th Street,
New York, NY 10019
Attention: Michael Barnett and Norman Greenberg
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Party: |
Sculptor Credit Opportunities Master Fund, Ltd. |
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By: |
Sculptor Capital LP, its investment manager |
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By: |
Sculptor Capital Holding Corporation, its General Partner |
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By:
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/s/ Wayne Cohen
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Name:
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Wayne Cohen |
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Title: |
President and Chief Operating Officer |
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Notice
Address:
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Sculptor Capital LP, 39th Floor
9 W 57th Street,
New York, NY 10019
Attention: Michael Barnett and Norman Greenberg
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Party: |
Sculptor GC Opportunities Master Fund, Ltd. |
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By: |
Sculptor Capital LP, its investment manager |
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By: |
Sculptor Capital Holding Corporation, its General Partner |
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By:
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/s/ Wayne Cohen
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Name:
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Wayne Cohen |
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Title: |
President and Chief Operating Officer |
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Notice
Address:
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Sculptor Capital LP, 39th Floor
9 W 57th Street,
New York, NY 10019
Attention: Michael Barnett and Norman Greenberg
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Party: |
Sculptor SC II, LP
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By: |
Sculptor SC GP, LP, its General Partner
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By: |
Sculptor SC GP, LLC, its General Partner
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By:
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Sculptor Capital Advisors LP, its Sole Member
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By: |
Sculptor Capital Holding Corporation, its General Partner
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By: | /s/ Wayne Cohen | |
Name: | Wayne Cohen | |
Title: |
President and Chief Operating Officer
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Notice
Address:
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Sculptor Capital LP, 39th Floor
9 W 57th Street,
New York, NY 10019
Attention: Michael Barnett and Norman Greenberg
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Party: |
Third Point LLC (Investment Manager)
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By: | /s/ James P. Gallagher |
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Name: | James P. Gallagher | |
Title: |
CAO
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Notice
Address:
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55 Hudson Yards, 49th Floor
New York NY 10001
Attn: Operations
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Party: |
VÄRDE PARTNERS, INC.,
on behalf of certain affiliated private funds and investment vehicles
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By: | /s/ Scott Hartman |
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Name: | Scott Hartman | |
Title: |
Principal
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Notice
Address:
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Värde Partners, Inc.
Attn: Scott Hartman
901 Marquette Avenue South
Suite 3300
Minneapolis, MN 55402
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Email: |
legalnotices@varde.com; shartman@varde.com;
dma@varde.com
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Party: |
Abrams Capital Management, L.P.
on behalf of certain funds and accounts it manages or advises
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By: |
Abrams Capital Management LLC,
its general partner
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By: | /s/ David Abrams |
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Name: | David Abrams | |
Title: |
Manager
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Party: |
Knighthead Capital Management, LLC
on behalf of certain funds and accounts it manages or advises
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By: | /s/ Thomas A. Wagner |
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Name: | Thomas A. Wagner | |
Title: |
Manager Member
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Article I - Definitions
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“General Unsecured Claim” means any Claim, other than a DIP
Facility Claim, Administrative Expense Claim, Professional Fee Claim, Priority Tax Claim, Other Secured Claim, Priority Non-Tax Claim, Funded Debt Claim, Workers’ Compensation Claim, 2001 Utility Exchange Claim, Fire Claim, Intercompany
Claim, Utility Senior Note Claim, or Subordinated Debt Claim, that is not entitled to priority under the Bankruptcy Code or any Final Order. General Unsecured Claims shall include any (i) Prepetition Executed Settlement Claim and (ii) Claim
for damages resulting from or otherwise based on the Debtors’ rejection of an executory contract or unexpired lease.
“New Utility Funded Debt Exchange Notes” means,
collectively, (i) $1,999 million in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 3.15%, mature on the 66 month anniversary of the Effective Date, and otherwise have the same
terms and conditions of the Reference Short-Term Senior Note Documents; and (ii) $1,999 million in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 4.50%, mature on the anniversary
of the Effective Date in 2040, and otherwise have the same terms and conditions of the Reference Long-Term Senior Note Documents.
“New Utility Long-Term Notes” means, collectively, (i) $3.1
billion in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 4.55%, mature on the anniversary of the Effective Date in 2030, and otherwise have the same terms and conditions of the
Reference Long-Term Senior Note Documents; and (ii) $3.1 billion in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 4.95%, mature on the anniversary of the Effective Date in 2050,
and otherwise have the same terms and conditions of the Reference Long-Term Senior Note Documents.
“New Utility Short-Term Notes” means, collectively, (i)
$875 million in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 3.45%, mature on the anniversary of the Effective Date in 2025, and otherwise have the same terms and conditions as
the Reference Short-term Senior Note Documents; and (ii) $875 million in new senior secured notes issued by the Utility on the Effective Date that shall bear interest at the rate of 3.75%, mature on the anniversary of the Effective Date in
2028 and otherwise have substantially similar
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terms and conditions as the Reference Short-Term Senior Notes Documents.
“Reference Long-Term Senior Note Documents” means the
indenture governing the 3.95% Senior Notes due December 1, 2047, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, supplemented, restated, or
otherwise modified from time to time solely with respect to the 3.95% Senior Notes due December 1, 2047).
“Reference Short-Term Senior Note Documents” means the
indenture governing the 6.05% Senior Notes due March 1, 2034, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, supplemented, restated, or
otherwise modified from time to time solely with respect to the 6.05% Senior Notes due March 1, 2034).
“Utility Funded Debt Claim Interest and Charges Amount” means the sum of (i) interest on the applicable Utility Funded Debt Claim Principal Amount that was accrued and unpaid prior to the Petition Date
calculated using the applicable non-default contract rate, (ii) reasonable fees and charges and other obligations owed as of the Petition Date to the extent provided in the applicable Utility Funded Debt Document, (iii) reasonable attorneys’
fees and expenses of counsel to the agents and certain lenders under the Utility Revolver Documents and Utility Term Loan Documents and certain holders of claims under PC Bond LOC Documents solely to the extent provided in the applicable
Utility Funded Debt Document, not to exceed $7 million in the aggregate; and (iv) interest calculated using the Federal Judgment Rate on the sum of the applicable Utility Funded Debt Claim Principal Amount plus the amounts in clauses (i) and
(ii) for the period commencing on the day after the Petition Date (or with respect to a Utility Funded Debt Claim based upon a PC Bond LOC Document, the later of the day after the Petition Date and the date on which such reimbursement
obligation was actually paid) and ending on the Effective Date.
“Utility Funded Debt Claim Principal Amount” means the portion of an Utility Funded Debt Claim consisting of principal outstanding as of the Petition Date, or, with respect to claims under a PC Bond LOC
Document, the reimbursement obligation, actually paid under such PC Bond LOC Document.
“Utility Funded Debt Documents” means, collectively, the
(i) Utility Revolver Documents, (ii) Utility Term Loan Documents, and (iii) PC Bond Documents.
“Utility Impaired Senior Note Claims” means any Claim arising under, or related to, the Utility Impaired Senior Note Documents.
“Utility Impaired Senior Note Claim Interest Amount” means the sum of (i) interest on the applicable Utility Impaired Senior Note Claim Principal Amount that was accrued and unpaid prior to the Petition Date
calculated using the applicable non-default contract rate plus (ii) interest calculated using the Federal Judgment Rate on the sum of the applicable principal of an Utility Impaired Senior Note Claim plus the amount in clause (i) for the
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period commencing on the day after the Petition Date and ending on the Effective Date.
“Utility Impaired Senior Note Claim Principal Amount” means the portion of an Utility Impaired Senior Note Claim consisting of principal outstanding as of the Petition Date.
“Utility Impaired Senior Note Documents” means, collectively, the senior note indentures, between the Utility, as issuer, and the Utility Senior Notes Trustee, governing the 6.05% Senior Notes due March 1,
2034, the 5.8% Senior Notes due March 1, 2037, the 6.35% Senior Notes due February 15, 2038, the 6.25% Senior Notes due March 1, 2039, the 5.4% Senior Notes due January 15, 2040, and the 5.125% Senior Notes due November 15, 2043, including
all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, supplemented, restated, or otherwise modified from time to time).
“Utility Reinstated Senior Note Claims” means any Claim arising under, or related to, the Utility Reinstated Senior Note Documents.
“Utility Reinstated Senior Note Documents” means, collectively, the senior note indentures, between the Utility, as issuer, and the Utility Senior Notes Trustee, governing all bonds issued by the Utility that
will not have matured in accordance with their terms as of September 30, 2020 and are not Utility Impaired Senior Note Claims or Utility Short-Term Senior Note Claims, including all agreements, notes, instruments, and any other documents
delivered pursuant thereto or in connection therewith (in each case, as amended, supplemented, restated, or otherwise modified from time to time).
“Utility Senior Note Claim” means, collectively, Utility
Impaired Senior Note Claims, Utility Reinstated Senior Note Claims, and Utility Short-Term Senior Note Claims.
“Utility Short-Term Senior Note Claims” means the sum of the (i) allowed principal amount outstanding as of the Petition Date plus (ii) accrued and unpaid interest calculated using the applicable non-default
contract rate prior to the Petition Date plus (iii) interest calculated using the Federal Judgment Rate on the sum of the amount in clause (i) plus the amount in clause (ii) for the period commencing on the day after the Petition Date and
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ending on the Effective Date in respect of the Utility Short-Term Senior Note Documents.
“Utility Short-Term Senior Note Documents” means, collectively, the senior note indentures, between the Utility, as issuer, and the Utility Senior Notes Trustee, governing the 3.5% Senior Notes due October 1,
2020, the 4.25% Senior Notes due May 15, 2021, the 3.25% Senior Notes due September 15, 2021, and the 2.45% Senior Notes due August 15, 2022, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or
in connection therewith (in each case, as amended, supplemented, restated, or otherwise modified from time to time).
“Utility Short-Term Senior Note Claim Interest Amount” means the sum of (i) interest on the applicable Utility Short-Term Senior Note Claim Principal Amount that was accrued and unpaid prior to the Petition
Date calculated using the applicable non-default contract rate plus (ii) interest calculated using the Federal Judgment Rate on the sum of the applicable principal of an Utility Short-Term Senior Note Claim plus the amount in clause (i) for
the period commencing on the day after the Petition Date and ending on the Effective Date.
“Utility Short-Term Senior Note Claim Principal Amount” means the portion of an Utility Short-Term Senior Note Claim consisting of principal outstanding as of the Petition Date.
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Article III – Classification of Claims and Interests
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Class 3B-I – Utility Impaired Senior Note Claims
(a) Treatment: On the Effective Date, holders of Utility
Impaired Senior Note Claims shall receive Cash equal to their Utility Impaired Senior Note Claim Interest Amount and equal amounts of each issue of the New Utility Long-Term Notes that in in the aggregate equal such holder’s Utility Impaired
Senior Note Claim Principal Amount.
(b) Impairment and Voting: The Utility Impaired Senior Note
Claims are Impaired, and holders of Utility Impaired Senior Note Claims are entitled to vote to accept or reject the Plan.
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Class 3B-II – Utility Reinstated Senior Note Claims
(a) Treatment: On the Effective Date, each holder of a
Utility Reinstated Senior Note Claim shall have such holder’s Utility Reinstated Senior Note Claim Reinstated.1
(b) Impairment and Voting: The Utility Reinstated Senior Note
Claims are Unimpaired, and holders of Utility Reinstated Senior Note Claims are presumed to have accepted the Plan.
Class 3B-III – Utility Short-Term Senior Note Claims
(a) Treatment: On the Effective Date, holders of Utility
Short-Term Senior Note Claims shall receive Cash equal to their Utility Short-Term Senior Note Claim Interest Amount and equal amounts of each issue of New Utility Short-Term Notes in an aggregate amount equal to such holder’s Utility
Short-Term Senior Note Claim Principal Amount.
(b) Impairment and Voting: The Utility Short-Term Senior Note
Claims are Impaired, and holders of Utility Short-Term Senior Note Claims are entitled to vote to accept or reject the Plan.
Class 3B-IV – Utility Funded Debt Claims
(a) Treatment: On the Effective Date, holders of Utility
Funded Debt Claims shall receive Cash equal to their Utility Funded Debt Claim Interest and Charges Amount and equal amounts of each issue of the New Utility Funded Debt Exchange Notes that in the aggregate equal such holder’s Utility Funded
Debt Claim Principal Amount. On the Effective Date, any Utility Letters of Credit outstanding shall be replaced, returned to the issuing Utility Revolver Lender, or collateralized with Cash or new letters of credit in accordance with the
terms of the applicable Utility Letter of Credit and the Utility Revolver Documents.
(b) Impairment and Voting: The Utility Funded Debt Claims are
Impaired, and holders of Utility Funded Debt Claims are entitled to vote to accept or reject the Plan.
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Additional Plan
Modifications
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Other definitions or terms of the Plan may be further modified to reflect that Utility Impaired Senior Note Claims, Utility Reinstated
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1
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All obligations related to Utility Reinstated Senior Notes Documents shall be secured on the Effective Date pursuant to the equal and ratable
clauses in the applicable indentures to the same extent and against the same collateral as granted to new indebtedness issued by the Utility pursuant to the Plan.
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Senior Note Claims, and Utility Short-Term Senior Note Claims will no longer be included in the definition of Utility Funded Debt Claims.
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Ranking
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The New Utility Funded Debt Exchange Notes, the New Utility Long-Term Notes, the New Utility Short-Term Notes, and the obligations under the Utility
Reinstated Senior Notes Documents shall rank pari passu with any other note or bond indebtedness issued by the Utility in connection with the
Effective Date and shall be subject to customary anti-layering covenants to be mutually agreed upon.
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[
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By:
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Name:
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Title:
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Fax:
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Attention:
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Email:
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Acknowledged:
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COMPANY
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By:
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Name:
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Title:
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