Annual Report — Form 10-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.43M
2: EX-4.46A Instrument Defining the Rights of Security Holders HTML 238K
3: EX-4.46B Instrument Defining the Rights of Security Holders HTML 58K
9: EX-10.100 Material Contract HTML 45K
10: EX-10.107 Material Contract HTML 52K
11: EX-10.119 Material Contract HTML 48K
12: EX-10.127 Material Contract HTML 65K
4: EX-10.75 Material Contract HTML 83K
5: EX-10.77 Material Contract HTML 88K
6: EX-10.78 Material Contract HTML 90K
7: EX-10.80 Material Contract HTML 272K
8: EX-10.99 Material Contract HTML 172K
13: EX-21 Subsidiaries List HTML 44K
14: EX-23.1 Consent of Expert or Counsel HTML 43K
15: EX-23.2 Consent of Expert or Counsel HTML 43K
16: EX-24 Power of Attorney HTML 54K
17: EX-31.1 Certification -- §302 - SOA'02 HTML 53K
18: EX-31.2 Certification -- §302 - SOA'02 HTML 53K
19: EX-32.1 Certification -- §906 - SOA'02 HTML 46K
20: EX-32.2 Certification -- §906 - SOA'02 HTML 47K
27: R1 Cover Page HTML 151K
28: R2 Consolidated Statements of Income HTML 136K
29: R3 Consolidated Statements of Comprehensive Income HTML 68K
30: R4 Consolidated Statements of Comprehensive Income HTML 46K
(Parenthetical)
31: R5 Consolidated Balance Sheets HTML 235K
32: R6 Consolidated Balance Sheets (Parenthetical) HTML 62K
33: R7 Consolidated Statements of Cash Flows HTML 204K
34: R8 Consolidated Statements of Cash Flows HTML 52K
(Parenthetical)
35: R9 Consolidated Statements of Equity HTML 103K
36: R10 Organization and Basis of Presentation HTML 50K
37: R11 Bankruptcy Filing HTML 159K
38: R12 Summary of Significant Accounting Policies HTML 190K
39: R13 Regulatory Assets, Liabilities, and Balancing HTML 126K
Accounts
40: R14 Debt HTML 250K
41: R15 Common Stock and Share-Based Compensation HTML 117K
42: R16 Preferred Stock HTML 47K
43: R17 Earnings Per Share HTML 59K
44: R18 Income Taxes HTML 181K
45: R19 Derivatives HTML 89K
46: R20 Fair Value Measurements HTML 264K
47: R21 Employee Benefit Plans HTML 269K
48: R22 Related Party Agreements and Transactions HTML 57K
49: R23 Wildfire-Related Contingencies HTML 279K
50: R24 Other Contingencies and Commitments HTML 279K
51: R25 Subsequent Events HTML 49K
52: R26 Schedule I - Condensed Financial Information of HTML 174K
Parent
53: R27 Schedule Ii - Consolidated Valuation and HTML 86K
Qualifying Accounts
54: R28 Summary of Significant Accounting Policies HTML 153K
(Policies)
55: R29 Bankruptcy Filing (Tables) HTML 113K
56: R30 Summary of Significant Accounting Policies HTML 156K
(Tables)
57: R31 Regulatory Assets, Liabilities, and Balancing HTML 127K
Accounts (Tables)
58: R32 Debt (Tables) HTML 221K
59: R33 Common Stock and Share-Based Compensation (Tables) HTML 99K
60: R34 Earnings Per Share (Tables) HTML 58K
61: R35 Income Taxes (Tables) HTML 181K
62: R36 Derivatives (Tables) HTML 86K
63: R37 Fair Value Measurements (Tables) HTML 264K
64: R38 Employee Benefit Plans (Tables) HTML 258K
65: R39 Related Party Agreements and Transactions (Tables) HTML 53K
66: R40 Wildfire-Related Contingencies (Tables) HTML 66K
67: R41 Other Contingencies and Commitments (Tables) HTML 109K
68: R42 Organization and Basis of Presentation (Narrative) HTML 46K
(Details)
69: R43 Bankruptcy Filing (Plan of Reorganization and HTML 187K
Restructuring Support Agreements) (Details)
70: R44 Bankruptcy Filing (Equity Financing) (Details) HTML 91K
71: R45 Bankruptcy Filing (Schedule of Liabilities Subject HTML 159K
to Compromise) (Details)
72: R46 Bankruptcy Filing (Chapter 11 Claims Process) HTML 55K
(Details)
73: R47 Bankruptcy Filing (Reorganization Items, Net) HTML 50K
(Details)
74: R48 Bankruptcy Filing (Schedule of Debtor HTML 62K
Reorganization Items) (Details)
75: R49 Summary of Significant Accounting Policies HTML 134K
(Narrative) (Details)
76: R50 Summary of Significant Accounting Policies HTML 85K
(Revenues Disaggregated by Type of Customer)
(Details)
77: R51 Summary of Significant Accounting Policies HTML 80K
(Schedule of Estimated Useful Lives and Balances
of Utilities Property, Plant and Equipment)
(Details)
78: R52 Summary of Significant Accounting Policies HTML 55K
(Schedule of Changes in Asset Retirement
Obligations) (Details)
79: R53 Summary of Significant Accounting Policies HTML 91K
(Reclassifications Out of Accumulated Other
Comprehensive Income) (Details)
80: R54 Summary of Significant Accounting Policies HTML 50K
(Schedule of Lease Expense) (Details)
81: R55 Summary of Significant Accounting Policies (Future HTML 62K
Expected Operating Lease Payments) (Details)
82: R56 Regulatory Assets, Liabilities, and Balancing HTML 117K
Accounts (Long-Term Regulatory Assets) (Details)
83: R57 Regulatory Assets, Liabilities, and Balancing HTML 56K
Accounts (Long-Term Regulatory Liabilities)
(Details)
84: R58 Regulatory Assets, Liabilities, and Balancing HTML 88K
Accounts (Current Regulatory Balancing Accounts,
Net) (Details)
85: R59 Debt (Outstanding Borrowings and Availability) HTML 72K
(Details)
86: R60 Debt (Credit Facility) (Details) HTML 108K
87: R61 Debt (Receivables Securitization Program) HTML 55K
(Details)
88: R62 Debt (Other Short-term Borrowings and Long-term HTML 137K
Debt) (Details)
89: R63 Debt (Schedule of Long-term Debt) (Details) HTML 231K
90: R64 Debt (Schedule of Contractual Repayment Schedule) HTML 103K
(Details)
91: R65 Common Stock and Share-Based Compensation HTML 220K
(Narrative) (Details)
92: R66 Common Stock and Share-Based Compensation HTML 55K
(Long-term Incentive Plan) (Details)
93: R67 Common Stock and Share-Based Compensation (Summary HTML 59K
of Significant Assumptions Used for Shares
Granted) (Details)
94: R68 Common Stock and Share-Based Compensation (Summary HTML 83K
of Stock Option Activity) (Details)
95: R69 Common Stock and Share-Based Compensation HTML 64K
(Restricted Stock Units) (Details)
96: R70 Common Stock and Share-Based Compensation HTML 68K
(Performance Shares) (Details)
97: R71 Preferred Stock (Narrative) (Details) HTML 88K
98: R72 Earnings Per Share (Reconciliation of PG&E HTML 67K
Corporation's Income Available for Common
Shareholders and Weighted Average Shares of Common
Stock Outstanding for Calculating Diluted EPS)
(Details)
99: R73 Income Taxes (Schedule of Income Tax Provision HTML 66K
(Benefit)) (Details)
100: R74 Income Taxes (Schedule of Deferred Tax Assets and HTML 83K
Liabilities) (Details)
101: R75 Income Taxes (Schedule of Effective Income Tax HTML 64K
Rate Reconciliation) (Details)
102: R76 Income Taxes (Schedule of Change in Unrecognized HTML 61K
Tax Benefits) (Details)
103: R77 Income Taxes (Narrative) (Details) HTML 45K
104: R78 Income Taxes (Summary of Operating Loss and Tax HTML 55K
Credit Carryforward) (Details)
105: R79 Derivatives (Volumes of Outstanding Derivative HTML 55K
Contracts) (Details)
106: R80 Derivatives (Outstanding Derivative Balances) HTML 79K
(Details)
107: R81 Fair Value Measurements (Assets and Liabilities HTML 132K
Measured at Fair Value on a Recurring Basis)
(Details)
108: R82 Fair Value Measurements (Level 3 Measurements and HTML 70K
Sensitivity Analysis) (Details)
109: R83 Fair Value Measurements (Level 3 Reconciliation) HTML 51K
(Details)
110: R84 Fair Value Measurements (Carrying Amount and Fair HTML 58K
Value of Financial Instruments) (Details)
111: R85 Fair Value Measurements (Schedule of Unrealized HTML 65K
Gains Losses Related to Available-for-sale
Investments) (Details)
112: R86 Fair Value Measurements (Schedule of Maturities on HTML 61K
Debt Securities) (Details)
113: R87 Fair Value Measurements (Schedule of Activity for HTML 50K
Debt and Equity Securities) (Details)
114: R88 Employee Benefit Plans (Narrative) (Details) HTML 69K
115: R89 Employee Benefit Plans (Reconciliation of Changes HTML 113K
in Plan Assets Benefit Obligations and Funded
Status) (Details)
116: R90 Employee Benefit Plans (Components of Net Periodic HTML 72K
Benefit Cost) (Details)
117: R91 Employee Benefit Plans (Schedule of Assumptions HTML 62K
Used in Calculating Projected Benefit Cost and Net
Periodic Benefit Cost) (Details)
118: R92 Employee Benefit Plans (Target Asset Allocation HTML 77K
Percentages) (Details)
119: R93 Employee Benefit Plans (Schedule of Fair Value of HTML 120K
Plan Assets) (Details)
120: R94 Employee Benefit Plans (Schedule of Level 3 HTML 62K
Reconciliation) (Details)
121: R95 Employee Benefit Plans (Schedule of Estimated HTML 73K
Benefits Expected to Be Paid) (Details)
122: R96 Related Party Agreements and Transactions (Summary HTML 55K
of Significant Related Party Transactions)
(Details)
123: R97 Related Party Agreements and Transactions HTML 50K
(Narrative) (Details)
124: R98 Wildfire-Related Contingencies (2018 Camp Fire and HTML 57K
2017 Northern California Wildfires Background)
(Details)
125: R99 Wildfire-Related Contingencies (Pre-petition HTML 96K
Wildfire-Related Claims and Discharge Upon Plan
Effective Date) (Details)
126: R100 Wildfire-Related Contingencies (Plan Support HTML 49K
Agreements with Public Entities) (Details)
127: R101 Wildfire- Related Contingencies (Restructuring HTML 69K
Support Agreement) (Details)
128: R102 Wildfire-Related Contingencies (2019 Kincade Fire HTML 103K
and 2020 Zogg Fire) (Details)
129: R103 Wildfire-Related Contingencies (Insurance) HTML 90K
(Details)
130: R104 Wildfire-Related Contingencies (Insurance HTML 64K
Receivable) (Details)
131: R105 Wildfire-Related Contingencies (Regulatory HTML 55K
Recovery) (Details)
132: R106 Wildfire-Related Contingencies (Wildfire-Related HTML 52K
Derivative Litigation) (Details)
133: R107 Wildfire-Related Contingencies (Wildfire-Related HTML 51K
Securities Class Action Litigation and Debt
Claims) (Details)
134: R108 Wildfire-Related Contingencies (De-energization HTML 49K
Class Action) (Details)
135: R109 Wildfire-Related Contingencies (District Attorneys HTML 59K
Offices Investigations) (Details)
136: R110 Wildfire-Related Contingencies (Wildfire Fund) HTML 73K
(Details)
137: R111 Other Contingencies and Commitments (Order HTML 76K
Instituting Investigation Narrative) (Details)
138: R112 Other Contingencies and Commitments (Order HTML 69K
Instituting Investigation Legal Obligation)
(Details)
139: R113 Other Contingencies and Commitments (Transmission HTML 55K
Owner Rate) (Details)
140: R114 Other Contingencies and Commitments (Other HTML 45K
Matters) (Details)
141: R115 Other Contingencies and Commitments (PSPS Class HTML 49K
Action) (Details)
142: R116 Other Contingencies and Commitments (GT&S Capital HTML 57K
Expenditures 2011-2014 and CZU Lightning Complex
Fire Notice of Violations) (Details)
143: R117 Other Contingencies and Commitments (Schedule HTML 55K
Environmental Remediation Liability Composed)
(Details)
144: R118 Other Contingencies and Commitments (Environmental HTML 64K
Remediation Contingencies Narrative) (Details)
145: R119 Other Contingencies and Commitments (Nuclear HTML 84K
Insurance) (Details)
146: R120 Other Contingencies and Commitments (Schedule of HTML 78K
Purchase Commitments) (Details)
147: R121 Other Contingencies and Commitments (Third-Party HTML 55K
Power Purchase Agreements and Other Agreements)
(Details)
148: R122 Other Contingencies and Commitments (Schedule of HTML 56K
Other Commitments) (Details)
149: R123 Other Contingencies and Commitments (Other HTML 64K
Commitments) (Details)
150: R124 Other Contingencies and Commitments (Oakland HTML 52K
Headquarters Lease) (Details)
151: R125 Subsequent Events (Details) HTML 63K
152: R126 Schedule I - Condensed Financial Information of HTML 115K
Parent (Schedule of Condensed Income Statement and
Comprehensive Income) (Details)
153: R127 Schedule I - Condensed Financial Information of HTML 150K
Parent (Schedule of Condensed Balance Sheet)
(Details)
154: R128 Schedule I - Condensed Financial Information of HTML 141K
Parent (Schedule of Condensed Statement of Cash
Flows) (Details)
155: R129 Schedule Ii - Consolidated Valuation and HTML 53K
Qualifying Accounts (Details)
157: XML IDEA XML File -- Filing Summary XML 303K
26: XML XBRL Instance -- pcg-20201231_htm XML 7.73M
156: EXCEL IDEA Workbook of Financial Reports XLSX 262K
22: EX-101.CAL XBRL Calculations -- pcg-20201231_cal XML 487K
23: EX-101.DEF XBRL Definitions -- pcg-20201231_def XML 2.63M
24: EX-101.LAB XBRL Labels -- pcg-20201231_lab XML 4.34M
25: EX-101.PRE XBRL Presentations -- pcg-20201231_pre XML 2.91M
21: EX-101.SCH XBRL Schema -- pcg-20201231 XSD 619K
158: JSON XBRL Instance as JSON Data -- MetaLinks 808± 1.25M
159: ZIP XBRL Zipped Folder -- 0001004980-21-000007-xbrl Zip 1.20M
This AMENDMENT NO. 2 TO RECEIVABLES FINANCING AGREEMENT, dated as of February 12, 2021 (this “Amendment”), among PG&E AR Facility, LLC, a Delaware limited liability company (the “Borrower”), Pacific Gas and Electric Company,
a California corporation (“PG&E”), as initial Servicer (in such capacity, the “Servicer”) and as retention holder (in such capacity, the “Retention Holder”), JPMorgan Chase Bank, N.A. (“JPM”), as a Committed Lender and as a Group Agent, Jupiter Securitization Company LLC (“Jupiter”), as a Conduit Lender, Mizuho Bank, Ltd. (“Mizuho”), as a Committed Lender and as a Group Agent, BNP Paribas (“BNP”), as a Committed Lender and as a Group Agent, Starbird Funding Corporation (“Starbird”), as a Conduit Lender, Victory Receivables Corporation (“Victory”), as a Conduit
Lender, and MUFG Bank, Ltd. (“MUFG”), as a Committed Lender, as a Group Agent and as Administrative Agent.
W I T N E S S E T H:
WHEREAS, the parties hereto have heretofore entered into that certain Receivables Financing Agreement, dated as of October 5, 2020 (as
amended, restated, supplemented, assigned or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the parties hereto seek to modify the Agreement upon the terms hereof.
NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), each of the parties hereto agree as follows:
A G R E E M E
N T:
1.Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the meanings attributed thereto in (or by reference in) Section 1.01 of the Agreement.
2.Amendments to the Agreement. Effective as of the date hereof, the Agreement is hereby amended to incorporate the changes shown on the marked pages of the Agreement attached hereto as Exhibit A.
3.Conditions to Effectiveness. This
Amendment shall be effective as of the date hereof, upon receipt by the Administrative Agent of executed counterparts of this Amendment duly executed by each of the parties hereto.
4.Certain Representations and Warranties. Each of the Servicer, the Retention Holder and the Borrower represents and warrants to each Credit Party as of the date hereof, as follows:
a.Representations and Warranties. Both before and immediately after giving effect to this Amendment and the transactions contemplated hereby, all of its respective representations and warranties contained in the Agreement (other than the representations and warranties set forth in Sections 6.01(f)(ii) and (l)
of the Agreement and in Sections 6.02(f)(ii), (m)(i), (m)(ii) and (p) of the Agreement) and each other Transaction Document to which it is a party that (x) do not contain a materiality qualification are true and correct in all material respects on and as of the date hereof, and (y) contains a materiality qualification are true and correct on and as of the date hereof (or, to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct, as the case maybe, as of such earlier date).
b.Power and Authority; Due Authorization. That it has all
necessary corporate power, limited liability company power, and authority (as applicable) to (i) execute and deliver this Amendment
and the transactions contemplated hereby and (ii) perform its obligations under this Amendment, the Agreement (as amended hereby) and each of the other Transaction Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for in, this Amendment, the Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary corporate or limited liability company action, as applicable.
c.Binding Obligations. This Amendment, the Agreement
(as amended hereby) and each of the other Transaction Documents to which it is a party constitute the legal, valid and binding obligations of the Borrower, the Servicer and the Retention Holder, as applicable, enforceable against the Borrower, the Servicer or the Retention Holder, as applicable, in accordance with their respective terms, except as enforceability may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and (y) applicable Requirements of Law (including the approval of the CPUC) prior to foreclosure or other exercise of remedies hereunder or under the Transaction Documents.
d.No Event of Default or Termination Events. No Event of
Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event has occurred and is continuing, and no Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event would result from this Amendment or the transactions contemplated hereby.
5.Reference to and Effect on the Agreement and the Other Transaction Documents.
a.From and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereof”, “herein”, “hereunder” or words of like import, and each reference in each of the other Transaction Documents to the “Receivables Financing Agreement”, “thereunder”, “thereof” or words of like import, in each case
referring to the Agreement, shall mean and be, a reference to the Agreement, as amended hereby.
b.The Agreement (except as specifically amended herein) and the other Transaction Documents are hereby ratified and confirmed in all respects by each of the parties hereto and shall remain in full force and effect in accordance with its respective terms.
c.The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of or amendment to, any right, power or remedy of the Administrative Agent or any other Credit Party under, nor constitute a waiver of or amendment to, any other provision or condition under, the Agreement or any other Transaction Document.
6.Costs
and Expenses. The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the other Credit Parties in connection with the preparation, negotiation, execution and delivery of this Amendment and the transactions contemplated hereby.
7.GOVERNING LAW. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT REGARD TO ANY OTHER CONFLICT OF LAWS PROVISIONS THEREOF).
8.Transaction Documents. This Amendment is a Transaction
Document executed pursuant to the Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof.
9.Integration. This Amendment, the Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof
and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
10.Severability. Any provisions
of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
11.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile transmission, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed
counterpart hereof or any other electronic means as provided in the immediately following sentence. The words “execution,”“signed,”“signature,”“delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
12.Mutual Negotiations. This Amendment is the product of mutual negotiations by the parties hereto and their counsel, and no party shall be deemed the draftsperson of this Amendment or any provision hereof or to have provided the same. Accordingly, in the event of any inconsistency or ambiguity of any provision of this Amendment, such inconsistency or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.
13.Headings. The captions and headings of this Amendment are included herein for convenience of reference only and shall not affect the interpretation
of this Amendment.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
“Subject Indenture” means that certain Indenture of Mortgage, dated as of June 19, 2020, between PG&E, as mortgagor, and The Bank of New York Mellon Trust Company, N.A., as trustee and mortgagee.
“Subject Percentage” means 75.0% or such other percentage from time to time agreed to in writing between the Administrative
Agent and the Borrower to more accurately reflect the portion of Collections to Available Funds deposited into the Collection Accounts on each Business Day.
“Subordinated Note” has the meaning set forth in the Purchase and Sale Agreement.
“Sub-Servicer” has the meaning set forth in Section 8.01(d).
“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other
managers of such entity are at the time owned, or management of which is otherwise controlled: (a) by such Person, or (b) by one or more Subsidiaries of such Person.
“Supplier Receivable” means any Receivable the Obligor of which is a material supplier to any Originator or any of its respective Affiliates or an Affiliate of any such material supplier.
“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided,
however, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of PG&E or any of its Subsidiaries shall be a “Swap Agreement”.
“Tax Charges” means any city or county utility users tax, surcharge or energy commission tax owing by an Obligor, whether separately charged or included in the rate charges to such Obligor, that is applicable or relates to electric and/or natural gas services provided by or on behalf of any Originator.
“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority and all interest, penalties, additions to tax and any similar liabilities with respect thereto.
“Temporary Period” means the period commencing on the Closing Date and ending on (but including) July 31, 2021.
SECTION 9.02. Termination Events. If any of the following events (each a “Termination Event”) shall occur:
a.the
average of the Dilution Ratios for the three preceding Settlement Periods shall at any time exceed 2.00%;
b.the average of the Days Sales Outstanding for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 80.00 days or (ii) otherwise, 65.00 days;
c.the average of the Delinquency Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary Period, 9.00% or (ii) otherwise, 5.00%;
d.the average of the Loss Ratios for the three preceding Settlement Periods shall at any time exceed (i) solely if the last day of such three Settlement Periods ends during the Temporary
Period, 6.00% or (ii) otherwise, 4.00%;
e.Receivables cease being sold or contributed by any Originator to the Borrower pursuant to the Purchase and Sale Agreement;
f.any PG&E Party makes any material change in the Credit and Collection Policy without the prior written consent of the Administrative Agent and the Majority Group Agents;
g.(i) the Collection Account Agent shall fail to perform or observe any term, covenant or agreement under the Intercreditor Agreement, and such failure, solely to the extent capable of cure, shall continue for three (3) Business Days, (ii) the Collection Account Agent shall fail to deliver a “Notice of Sole Control”, a “Notice of Exclusive Control”, a “Notice of Control” or other notice of control to each Collection
Account Bank in accordance with each of the Collection Account Control Agreements within two (2) Business Days following receipt by the Collection Account Agent of a Control Direction delivered to the Collection Account Agent by the Administrative Agent or (iii) Citibank, N.A. shall resign as Collection Account Agent, and no successor Collection Account Agent reasonably satisfactory to the Administrative Agent and the Majority Group Agents shall have been appointed;
Dates Referenced Herein and Documents Incorporated by Reference
