EX-10.6 2 exhibit106-06302022.htm EX-10.6
Exhibit 10.6
AMENDMENT NO. 7 TO
RECEIVABLES FINANCING AGREEMENT AND LIMITED WAIVER
This AMENDMENT NO. 7 TO RECEIVABLES FINANCING AGREEMENT AND LIMITED WAIVER, dated as of June 21, 2022 (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”);
WHEREAS, the Servicer has notified the Administrative Agent that the average of the Delinquency Ratios for the preceding three Settlement Periods ending on the Cut-Off Date of the May 2022 Settlement Period will exceed 7.00% (such event, the “Delinquency Ratio Breach”). The occurrence of the Delinquency Ratio Breach will result in the occurrence of a Termination Event under Section 9.02(c) of the Agreement (the “Subject Event”);
WHEREAS, the Borrower, the Servicer and the Retention Holder have requested a limited waiver of the Subject Event to the extent arising directly and solely from the Delinquency Ratio Breach on the Cut-Off Date of the May 2022 Settlement Period, and the Lenders, the Group Agents and the Administrative Agent (collectively, the “Waiving Parties”) desire to grant such limited waiver (subject to the terms and conditions hereof); 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.Limited Waiver; Limitations.
(a)Limited Waiver. Subject to the terms and conditions set forth herein, including Section 4 below, each of the Waiving Parties hereby waives the occurrence of the Subject Event on the Cut-Off Date of the May 2022 Settlement Period, to the extent

arising directly and solely from the Delinquency Ratio Breach on the Cut-Off Date of the May 2022 Settlement Period.
(a)General Limitations. The foregoing limited waiver shall be strictly limited to its express terms. Consistent with the foregoing, nothing contained herein shall be deemed to be a waiver or abandonment of (i) other than solely to the extent expressly provided in Section 2(a) above, any event, Event of Default, Unmatured Event of Default, Termination Event or Unmatured Termination Event (in each case, whether presently or subsequently existing or arising, including (x) any subsequent occurrence of an Event of Default or Unmatured Event of Default set forth in Section 9.01(c) of the Agreement or (y) any subsequent occurrence of a Termination Event or Unmatured Termination Event set forth in Section 9.02 of the Agreement) or (ii) any rights, powers or remedies presently or subsequently available to any of the Waiving Parties or any other Person against the Borrower, the Servicer or any other Person under the Agreement, any of the other Transaction Documents, applicable law or otherwise, relating to any matter other than solely to the extent expressly provided in Section 2(a) above, each of which rights, powers or remedies is hereby specifically and expressly reserved and continue.
(b)No Waiver of Indemnification, Etc. Without limiting the generality of the foregoing and for the avoidance of doubt, the Waiving Parties are not hereby waiving or releasing, nor have they agreed to waive or release in the future, any right or claim to indemnification or reimbursement by, or damages from, any PG&E Party or any other Person under any Transaction Document, including without limitation, for any liability, obligation, loss, damage, penalty, judgment, settlement, cost, expense or disbursement resulting or arising directly or indirectly from the Subject Event or otherwise.
3.Amendment to the Agreement. Upon the effectiveness of the Account Control Agreement in substantially the form attached hereto as Exhibit A, Schedule II of the Agreement is hereby replaced in its entirety with the schedule attached hereto as Schedule II.
4.Consent. Each of the parties hereto hereby consent to the execution and delivery of the Account Control Agreement, in substantially the form attached hereto as Exhibit A.
5.Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, upon satisfaction of the following conditions:
(c)receipt by the Administrative Agent of executed counterparts of this Amendment duly executed by each of the parties hereto; and
(d)the average of the Delinquency Ratios for the preceding three Settlement Periods ending on the Cut-Off Date of the May 2022 Settlement Period will not exceed 7.10%.
6.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:
(e)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
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(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).
(f)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.
(g)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.
(h)No Event of Default or Termination Events. Other than the Subject Event being waived hereunder, 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.
7.Reference to and Effect on the Agreement and the Other Transaction Documents.
(i)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.
(j)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.
(k)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.
8.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
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Parties in connection with the preparation, negotiation, execution and delivery of this Amendment and the transactions contemplated hereby.
9.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).
10.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.
11.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.
12.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.
13.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.
14.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.
15.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.
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5 Amendment No. 7 to RPA

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.

| PG&E AR FACILITY, LLC,
| By: | /s/ Margaret K. Becker
| Name: | Margaret K. Becker
| Title: | Vice President and Treasurer

| PACIFIC GAS AND ELECTRIC COMPANY,
| as the Servicer and as Retention Holder
| By: | /s/ Margaret K. Becker
| Name: | Margaret K. Becker
| Title: | Vice President and Treasurer

S-1 Amendment No. 7 to RFA and Limited Waiver

| MUFG BANK, LTD.,
| as Administrative Agent
| By: | /s/ Eric Williams
| Name: | Eric Williams
| Title: | Managing Director

| MUFG BANK, LTD.,
| as Group Agent for the MUFG Group
| By: | /s/ Eric Williams
| Name: | Eric Williams
| Title: | Managing Director

| MUFG BANK, LTD.,
| as a Committed Lender
| By: | /s/ Eric Williams
| Name: | Eric Williams
| Title: | Managing Director

| VICTORY RECEIVABLES CORPORATION,
| as a Conduit Lender
| By: | /s/ Kevin J. Corrigan
| Name: | Kevin J. Corrigan
| Title: | Vice President

S-2 Amendment No. 7 to RFA and Limited Waiver

| MIZUHO BANK, LTD.,
| as a Group Agent for the Mizuho Group
| By: | /s/ Richard A. Burke
| Name: | Richard A. Burke
| Title: | Managing Director

| MIZUHO BANK, LTD.,
| as a Committed Lender
| By: | /s/ Richard A. Burke
| Name: | Richard A. Burke
| Title: | Managing Director

S-3 Amendment No. 7 to RFA and Limited Waiver

| BNP PARIBAS,
| as Group Agent for the BNP Group
| By: | /s/ Advait Joshi
| Name: | Advait Joshi
| Title: | Director
| By: | /s/ Chris Fukuoka
| Name: | Chris Fukuoka
| Title: | Director

| BNP PARIBAS,
| as a Committed Lender
| By: | /s/ Advait Joshi
| Name: | Advait Joshi
| Title: | Director
| By: | /s/ Chris Fukuoka
| Name: | Chris Fukuoka
| Title: | Director

| STARBIRD FUNDING CORPORATION,
| as a Conduit Lender
| By: | /s/ David V. DeAngelis
| Name: | David V. DeAngelis
| Title: | Vice President

S-4 Amendment No. 7 to RFA and Limited Waiver

| JPMORGAN CHASE BANK, N.A.,
| as Group Agent for the JPM Group
| By: | /s/ Corina Mills
| Name: | Corina Mills
| Title: | Executive Director

| JPMORGAN CHASE BANK, N.A.,
| as a Committed Lender
| By: | /s/ Corina Mills
| Name: | Corina Mills
| Title: | Executive Director

| JUPITER SECURITIZATION COMPANY LLC,
| as a Conduit Lender
| By: | /s/ Corina Mills
| Name: | Corina Mills
| Title: | Executive Director

S-5 Amendment No. 7 to RFA and Limited Waiver

SCHEDULE II
Lock-Boxes, Collection Accounts and Borrower Accounts

Collection Account Bank | Collection Account Number | Associated Lock-Box (if any)
Citibank, N.A. | XXXXXXX | N/A
MUFG Bank, Ltd. | XXXXXXX | N/A
Bank of America, N.A. | XXXXXXX | N/A
The Bank of New York Mellon | XXXXXXX XXXXXXX | N/A

Borrower Account Bank | Borrower Account Number
The Bank of New York Mellon | XXXXXXXX

Schedule II

Exhibit A
Account Control Agreement
(attached)
Exhibit A