Exhibit 10.4
JOINDER AGREEMENT
(PG&E Recovery Funding LLC)
This Joinder Agreement, dated as of August 1, 2024 (this “Joinder Agreement”) is entered into by and among Pacific Gas and Electric Company (the “Company”), Citibank, N.A., in its role as Collection Account Agent under the Agreement (as defined below), PG&E Recovery Funding LLC (a “Securitization SPV”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) under the Indenture (as defined below) (the “Joined Party”) in connection with, and pursuant to, the Collection Account Intercreditor Agreement, dated as of October 5, 2020 (such agreement as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Company, MUFG Bank, LTD., as RFA Administrative Agent, each trustee, indenture trustee, lender, administrative agent, collateral agent, purchaser or other party (excluding any Securitization SPV) joined by execution of the Joinder Agreement, each Securitization SPV joined by execution of a Joinder Agreement and Citibank, N.A., not in its individual capacity but solely as agent (the “Collection Account Agent”). Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.
The “Joined Party Transaction Documents”, when used in the Agreement with respect to
the undersigned, shall mean:
| | • | | Recovery Property Purchase and Sale Agreement, dated as of August 1, 2024, between the Company, as seller and PG&E Recovery Funding LLC, as issuer; |
| | • | | Recovery Property Servicing Agreement, dated as of August 1, 2024 (the “AB 1054 III Servicing Agreement”), between the Company, as servicer (the “AB 1054 III Servicer”) and PG&E Recovery Funding LLC, as issuer; |
| | • | | Indenture, dated as of August 1, 2024 (the “Base Indenture”), between the Indenture Trustee and PG&E Recovery Funding LLC, as issuer; and |
| | • | | Series Supplement, dated as of August 1, 2024 (the “Supplement” and, collectively with the Base Indenture, the “Indenture”), between Indenture Trustee and PG&E Recovery Funding LLC, as issuer. |
The “Joined Party Transaction Collateral”, when used in the Agreement with respect to
the undersigned, shall mean:
Customer Charges consisting of Recovery Property (as defined in the Base Indenture) that constitute Fixed Recovery Charges (as defined in the Base Indenture) and the right to obtain adjustments to those Fixed Recovery Charges.
The Joined Party, by its execution and delivery of this Agreement, agrees to the terms and conditions of the Agreement and to be bound thereby as a Joined Party; it being understood that the obligations of the Indenture Trustee, as Administrative Agent, to indemnify or reimburse the Collection Account Agent under the terms thereof, are (i) solely in its capacity as Indenture Trustee under the Indenture and (ii) not an obligation of The Bank of New York Mellon Trust Company, N.A. in its respective individual or corporate capacity. The Company agrees to the obligations of the Company under the Joined Party Transaction Documents and that the Company is entitled to the benefits of the Agreement and is subject to the other terms and conditions of the Agreement.
