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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit A 

[PROPOSED] Interim Order 

Case: 19-30088 Doc# 165-1 Filed: 01/31/19 Entered: 01/31/19 04:55:24 Page 1

of 39
 

[[NYLIT:2782106v40::: 01/29/2019-04:52 AM]]

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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Proposed Attorneys for Debtors and Debtors 

in Possession

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

Debtor. 

Tax I.D. No. 94-3234914

Case Nos. 19-30088 (DM) 

 19-30089 (DM) 

Chapter 11 

[PROPOSED] INTERIM ORDER 

PURSUANT TO 11 U.S.C. §§ 105, 362, 363, 

364, 503 AND 507, AND FED. R. BANKR. 

P. 2002, 4001, 6003, 6004 AND 9014 FOR 

INTERIM AND FINAL ORDERS 

(I) AUTHORIZING THE DEBTORS TO 

OBTAIN SENIOR SECURED, 

SUPERPRIORITY, POSTPETITION 

FINANCING, (II) GRANTING LIENS 

AND SUPERPRIORITY CLAIMS, 

(III) MODIFYING THE AUTOMATIC 

STAY, (IV) SCHEDULING FINAL 

HEARING AND (V) GRANTING 

In re: 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtor. 

Tax I.D. No. 94-0742640 

Case: 19-30088 Doc# 165-1 Filed: 01/31/19 Entered: 01/31/19 04:55:24 Page 2

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Upon the Motion, dated January 29, 2019 (the “Motion”), of PG&E 

Corporation, a California corporation (“PG&E Corp.”), and Pacific Gas and Electric 

Company, a California corporation (“Pacific Gas and Electric Company”), each as 

debtors and debtors in possession (collectively, the “Debtors” and together with their 

non-Debtor affiliates, the “Company”), pursuant to sections 105, 362, 363, 364(c)(1), 

364(c)(2), 364(c)(3), 364(e), 503 and 507 of title 11 of the United States Code (the 

“Bankruptcy Code”), Rules 2002, 4001, 6003, 6004 and 9014 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”), and the local rules for the United 

States Bankruptcy Court for the Northern District of California (the “Local Bankruptcy 

Rules”), seeking entry of an interim order (this “Interim Order”) and final order (the 

“Final Order”): 

(i) authorizing the Borrower (as defined below) to obtain post-petition 

financing pursuant to a senior secured, superpriority debtor-in-possession 

new money credit facility in an aggregate principal amount of up to 

$5,500,000,000 on the terms and conditions set forth in the senior secured 

superpriority debtor-in-possession credit, guaranty and security agreement 

substantially in the form attached hereto as Exhibit 1 (the “DIP Credit 

Agreement”)1

, by and among Pacific Gas and Electric Company (the 

“Borrower”), PG&E Corp. and the other Guarantors (the “Guarantors”), 

the several banks and other financial institutions or entities from time to 

time party thereto as lenders or issuing lenders (collectively, the “DIP 

Lenders”), J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner &

Smith Incorporated, Barclays Bank PLC, Citibank, N.A., BNP Paribas 

Securities Corp., Credit Suisse Loan Funding LLC, Goldman Sachs Bank 

USA, MUFG Union Bank, N.A. and Wells Fargo Securities, LLC, as joint 

lead arrangers and joint bookrunners (together and in such capacities, the 

“DIP Arrangers”), JPMorgan Chase Bank, N.A., as administrative agent 

(in such capacity, and together with its successors and permitted assigns, 

 1

 Capitalized terms used herein but not otherwise defined herein shall have the meanings given to 

them in the DIP Credit Agreement. 

RELATED RELIEF 

Date: 

Time: 

Place: 

Case: 19-30088 Doc# 165-1 Filed: 01/31/19 Entered: 01/31/19 04:55:24 Page 3

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the “DIP Administrative Agent or “JPMCB”), and Citibank, N.A., as 

collateral agent (in such capacity, and together with its successors and 

permitted assigns, the “DIP Collateral Agent”, and together with the DIP 

Administrative Agent, the “DIP Agents”), which credit facility shall 

comprise (a) a revolving credit facility (the “DIP Revolving Facility”; the 

loans incurred thereunder, the “DIP Revolving Loans”) with aggregate 

commitments of up to $3,500,000,000, including a letter of credit subfacility in an aggregate amount of up to $1,500,000,000 (the “DIP L/C 

Sub-Facility”), (b) a term loan facility (the “DIP Term Loan Facility”) 

in an aggregate principal amount of $1,500,000,000 (the loans incurred 

thereunder, the “DIP Term Loans”) and (c) a delayed draw term loan 

facility in an aggregate principal amount of $500,000,000 (the “DIP 

Delayed Draw Term Loan Facility”) (the loans incurred thereunder, the 

“DIP Delayed Draw Term Loans”; the DIP Delayed Draw Term Loans 

together with the DIP Revolving Loans and the DIP Term Loans, the 

“DIP Loans”; the DIP Delayed Draw Term Loan Facility, together with 

the DIP Revolving Facility and the DIP Term Loan Facility, the “DIP 

Facilities”); 

(ii) authorizing the Guarantors (together with the Borrower, the “Loan 

Parties”) to jointly and severally guarantee on a senior secured 

superpriority basis the DIP Loans and the DIP Obligations (as defined 

below); 

(iii) authorizing the Debtors to execute and deliver the DIP Credit Agreement 

and other documentation, including security agreements, pledge 

agreements, mortgages, guaranties, promissory notes, certificates, 

instruments, the commitment letter, the Fee Letters (as defined below), 

and such other documentation which may be necessary or required to 

implement the DIP Facilities and perform thereunder and/or that may be 

reasonably requested by the DIP Administrative Agent, in each case, as 

amended, restated, supplemented or otherwise modified from time to time 

in accordance with the terms thereof and hereof (collectively, together 

with the DIP Credit Agreement, the “DIP Loan Documents”; all loans, 

advances, extensions of credit, financial accommodations, reimbursement 

obligations, fees (including, without limitation, commitment fees, 

administrative agency fees and other fees payable pursuant to the Fee 

Letters), costs, expenses and other liabilities, all other obligations 

(including indemnities and similar obligations, whether contingent or 

absolute) and all other amounts due or payable under the DIP Loan 

Documents, collectively, the “DIP Obligations”), and to perform such 

other and further acts as may be necessary, desirable or appropriate in 

connection therewith; 

(iv) granting to the DIP Agents for the benefit of the DIP Lenders 

(collectively, the “DIP Secured Parties”) allowed superpriority 

administrative claims pursuant to section 364(c)(1) of the Bankruptcy 

Code in respect of all DIP Obligations, and valid, enforceable, nonCase: 19-30088 Doc# 165-1 Filed: 01/31/19 Entered: 01/31/19 04:55:24 Page 4

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avoidable and automatically perfected liens on and security interests in all 

DIP Collateral (as defined below), pursuant to sections 364(c)(2) and 

364(c)(3) of the Bankruptcy Code, to secure the DIP Obligations, in each 

case as and to the extent, and subject to the relative ranking and priorities 

(and, in any event, junior to the Carve-Out), set forth in this Interim Order; 

(v) authorizing the Debtors to use proceeds of the DIP Facilities, solely in 

accordance with this Interim Order and the DIP Loan Documents; 

(vi) authorizing the Debtors to pay all fees, costs and expenses due pursuant to 

the DIP Credit Agreement, the other DIP Loan Documents and the Fee 

Letters; 

(vii) vacating or modifying the automatic stay imposed by section 362 of the 

Bankruptcy Code to the extent necessary to implement and effectuate the 

terms and provisions of this Interim Order; 

(viii) scheduling a final hearing (the “Final Hearing”) to consider entry of the 

Final Order granting the relief requested in the Motion on a final basis and 

approving the form of notice with respect to the Final Hearing and the 

transactions contemplated by the Motion; and 

(ix) waiving any applicable stay (including under Bankruptcy Rule 6004) with 

respect to the effectiveness and enforceability of this Interim Order and 

providing for the immediate effectiveness of this Interim Order. 

The Court, having considered the Motion, the terms of the DIP Facilities, 

the DIP Credit Agreement and the declarations of David Kurtz (the “Kurtz 

Declaration”) and Jason P. Wells (the “Wells Declaration”) filed in support of the 

Motion, and the evidence submitted at the interim hearing held before this Court on 

January [31], 2019 (the “Interim Hearing”) to consider entry of this Interim Order; and 

in accordance with Bankruptcy Rule 4001(c)(2), due and proper notice of the Motion and 

the Interim Hearing having been given; and it appearing that approval of the interim relief 

requested in the Motion is necessary to avoid immediate and irreparable harm to the 

Debtors pending the Final Hearing, and is otherwise fair and reasonable and in the best 

interests of the Debtors, their creditors and their estates, and essential for the continued 

operation of the Debtors’ businesses; and all objections, if any, to the entry of this Interim 

Order having been withdrawn, resolved or overruled by the Court; and after due 

deliberation and consideration, and for good and sufficient cause appearing therefor: 

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5 

THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF 

FACT AND CONCLUSIONS OF LAW2

A. Petition Date. 

On January 29, 2019 (the “Petition Date”), each of the Debtors filed a voluntary 

petition for relief under Chapter 11 of the Bankruptcy Code in the United States 

Bankruptcy Court for the Northern District of California commencing these Chapter 11 

cases (the “Chapter 11 Cases”). 

B. Debtors-in-Possession. 

The Debtors are continuing to operate their businesses and manage their 

respective properties as debtors-in-possession pursuant to sections 1107 and 1108 of the 

Bankruptcy Code. No trustee or examiner has been appointed in any of the Chapter 11 

Cases. 

C. Jurisdiction and Venue. 

The Court has jurisdiction over these proceedings, pursuant to 28 U.S.C. §§ 157 

and 1334 and the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy 

Judges, General Order 24 (N.D. Cal.) and Rule 5011-1(a) of the Bankruptcy Local Rules 

for the United States District Court for the Northern District of California. Consideration 

of the Motion constitutes a core proceeding under 28 U.S.C. § 157(b)(2). Venue for the 

Chapter 11 Cases and the proceedings on the Motion is proper in this district pursuant to 

28 U.S.C. §§ 1408 and 1409. The bases for the relief sought in the Motion and granted in 

this Interim Order are sections 105, 362, 363, 364, 503 and 507 of the Bankruptcy Code, 

Bankruptcy Rules 2002, 4001, 6004 and 9014, and the Local Bankruptcy Rules. 

 2

 The findings and conclusions set forth herein constitute the Court’s findings of fact and conclusions 

of law pursuant to Bankruptcy Rule 7052. To the extent any findings of fact constitute conclusions of law, 

they are adopted as such. To the extent any conclusions of law constitute findings of fact, they are adopted 

as such. 

Case: 19-30088 Doc# 165-1 Filed: 01/31/19 Entered: 01/31/19 04:55:24 Page 6

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D. Notice. 

Notice of the Interim Hearing and the relief requested in the Motion has been 

provided by facsimile, electronic mail or overnight mail to: (a) the Office of the U.S. 

Trustee for Region 17 (Attn: James L. Snyder, Esq. and Timothy Laffredi, Esq.) (the 

“U.S. Trustee”); (b) counsel to the DIP Agents; (c) the Debtors’ fifty (50) largest 

unsecured creditors on a consolidated basis; (d) the Securities and Exchange 

Commission; (e) the Internal Revenue Service; (f) the Office of the California Attorney 

General on behalf of the California Public Utilities Commission; (g) the Nuclear 

Regulatory Commission; (h) the Federal Energy Regulatory Commission; (i) the Office 

of the United States Attorney for the Northern District of California; (j) all known parties 

asserting a lien on, or a security interest in, the assets of the Debtors to the extent 

reasonably known to the Debtors and (k) those persons who have formally appeared in 

the Chapter 11 Cases and requested service pursuant to Bankruptcy Rule 2002 

(collectively, the “Notice Parties”). Under the circumstances, such notice of the Interim 

Hearing and the relief requested in the Motion constitutes due, sufficient and appropriate 

notice and complies with section 102(1) of the Bankruptcy Code, Bankruptcy Rules 2002 

and 4001(c), and the Local Bankruptcy Rules. 

E. Committee Formation. 

As of the date hereof, no statutory committee (“Committee”) has been appointed 

in the Chapter 11 Cases. 

F. Permitted Prior Liens and Senior Permitted Liens. 

Nothing herein shall constitute a finding or ruling by the Court that any alleged 

Permitted Prior Lien or Senior Permitted Lien is valid, senior, enforceable, prior, 

perfected, or non-avoidable. Moreover, nothing herein shall prejudice the rights of any 

party-in-interest, including, but not limited to the Debtors or the DIP Secured Parties, to 

challenge the validity, priority, enforceability, seniority, avoidability, perfection, or 

extent of any alleged Permitted Prior Lien or Senior Permitted Lien. 

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7 

G. Immediate Need for Postpetition Financing. 

The Debtors have requested immediate entry of this Interim Order pursuant to 

Bankruptcy Rule 4001(c)(2) and the Local Bankruptcy Rules. Good cause has been 

shown for immediate entry of this Interim Order pursuant to such rules. An immediate 

need exists for the Debtors to obtain funds and liquidity in order to, as the case may be, 

continue operations, to pay the costs and expenses of administering the Chapter 11 Cases, 

and to administer and preserve the value of their businesses and estates. The ability of 

the Debtors to finance their operations, to preserve and maintain the value of their assets 

and to maximize the return for all creditors requires the availability of the DIP Facilities. 

In the absence of the availability of such funds and liquidity in accordance with the terms 

hereof, the continued operation of the Debtors’ businesses would not be possible, and 

serious and irreparable harm to the Debtors and their estates, creditors and other 

stakeholders would occur. Thus, the ability of the Debtors to preserve and maintain the 

value of their assets and maximize the return for creditors requires the availability of 

working capital from the DIP Facilities. 

H. No Credit Available on More Favorable Terms. 

The Debtors have been unable to obtain (a) adequate unsecured credit allowable 

under section 503(b)(1) of the Bankruptcy Code as an administrative expense or (b) 

credit for money borrowed with priority over any or all administrative expenses of the 

kind specified in sections 503(b) or 507(b) of the Bankruptcy Code. The Debtors have 

been unable to obtain credit for borrowed money without granting the DIP Liens, the DIP 

Superpriority Claim (defined below) and certain other protections set forth herein to (or 

for the benefit of) the DIP Secured Parties. Moreover, the Debtors were unable to obtain 

financing from sources other than the DIP Lenders on more favorable terms and 

conditions than the terms and conditions of the DIP Facilities.

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I. Extension of Financing. 

The DIP Secured Parties have indicated a willingness to provide financing to the 

Loan Parties in accordance with the DIP Credit Agreement and the other DIP Loan 

Documents, subject to (i) the entry of this Interim Order, including, among other things, 

approval of the benefits and protections for the DIP Secured Parties contained herein, 

(ii) approval of the DIP Loan Documents, and (iii) findings by this Court that such 

financing is essential to the Debtors’ estates (and the continued operation of the Loan 

Parties and their Subsidiaries), that the DIP Secured Parties are good faith financiers, and 

that the DIP Secured Parties’ claims, superpriority claims, security interests and liens and 

other protections granted pursuant to and in connection with this Interim Order (and the 

Final Order) and the DIP Facilities (including the DIP Superpriority Claim and the DIP 

Liens), will not be affected by any subsequent reversal, modification, vacatur, stay or 

amendment of, as the case may be, this Interim Order, the Final Order or any other order, 

as provided in section 364(e) of the Bankruptcy Code. 

J. Business Judgment and Good Faith Pursuant to Section 364(e). 

(i) The DIP Loan Documents are the result of a competitive process 

conducted by the Debtors, along with their advisors. The Debtors, in 

consultation with their advisors, concluded that the DIP Facilities 

represent the best available financing under the circumstances. The DIP 

Credit Agreement and the other DIP Loan Documents were negotiated in 

good faith and at arm’s length among the Debtors and the DIP Secured 

Parties. The terms and conditions of the DIP Facilities, the DIP Credit 

Agreement and the other DIP Loan Documents, and the fees paid and to 

be paid thereunder and under the Fee Letters, are fair, reasonable, and the 

best available under the circumstances, reflect the Debtors’ exercise of 

prudent business judgment consistent with their fiduciary duties, and 

constitute reasonably equivalent value and consideration. 

(ii) All obligations incurred, payments made, and transfers or grants of 

security set forth in this Interim Order, the DIP Credit Agreement and the 

other DIP Loan Documents by any Loan Party are granted to or for the 

benefit of the Loan Parties for fair consideration and reasonably equivalent 

value, and are granted contemporaneously with the making of the loans 

and/or commitments and other financial accommodations secured thereby. 

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(iii) The credit to be extended under the DIP Credit Agreement, the DIP 

Facilities and the other DIP Loan Documents shall be deemed to be 

extended by the DIP Secured Parties in good faith and for valid business 

purposes and uses, and in express reliance upon the protections offered by 

section 364(e) of the Bankruptcy Code, and each of the DIP Secured 

Parties (and the successors and assigns of each) are entitled to the full 

protection and benefits of section 364(e) of the Bankruptcy Code whether 

or not this Interim Order or any provision hereof is vacated, reversed or 

modified, on appeal or otherwise. 

K. Relief Essential; Best Interest. 

The relief requested in the Motion (and provided in this Interim Order) is 

necessary, essential and appropriate for the continued operation of the Debtors’ 

businesses and the management and preservation of their respective assets and property. 

It is in the best interest of the Debtors’ estates that the Debtors be allowed to enter into 

the DIP Credit Agreement and the other DIP Loan Documents, incur the DIP Obligations 

and grant the liens and claims contemplated in the DIP Credit Agreement, in this Interim 

Order and under the other DIP Loan Documents to the DIP Secured Parties. 

NOW, THEREFORE, on the Motion of the Debtors and the record 

before this Court with respect to the Motion, including the record made during the 

Interim Hearing and the Kurtz Declaration and the Wells Declaration, and with the 

consent of the Debtors and the DIP Secured Parties, and good and sufficient cause 

appearing therefor, 

IT IS HEREBY ORDERED that: 

1. Motion Granted. The Motion is hereby granted on an interim basis in 

accordance with the terms and conditions set forth in this Interim Order. Any objections 

to the Motion with respect to entry of this Interim Order to the extent not withdrawn or 

otherwise resolved, and all reservation of rights included therein, are hereby denied and 

overruled. 

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2. Authorization of DIP Facilities. 

(a) The DIP Facilities and the DIP Loan Documents are hereby 

approved. The Debtors are hereby authorized to enter into the DIP Loan Documents and 

to pay all DIP Obligations without further order of the Court. The Borrower is hereby 

authorized to borrow money and obtain letters of credit pursuant to the DIP Loan 

Documents, and the Guarantors are hereby authorized to guarantee such borrowings and 

letters of credit, up to the aggregate amount of the Interim Financing (as defined below), 

in each case, in accordance with and subject to the terms of this Interim Order and the 

DIP Loan Documents. 

(b) In furtherance of the foregoing and without further approval of this 

Court, each Debtor is authorized to perform all acts, to make, execute and deliver all 

instruments and documents (including, without limitation, the execution or recordation of 

any DIP Loan Documents), and to pay all fees, that may be required or necessary for the 

Debtors’ performance of their obligations under the DIP Facilities, including, without 

limitation: 

(i) The execution, delivery and performance of the DIP Loan 

Documents, including, without limitation, the creation and perfection of the DIP 

Liens described and provided for herein; 

(ii) The execution, delivery and performance of one or more 

amendments to the DIP Loan Documents for the purpose of adding additional 

financial institutions as DIP Lenders and reallocating the commitments for the 

DIP Facilities among the DIP Lenders, in each case in such form as the Debtors, 

the DIP Administrative Agent and the affected DIP Lenders may agree; 

(iii) The non-refundable payment to the DIP Administrative Agent, the

DIP Arrangers and/or the DIP Lenders, as the case may be, of the fees referred to 

in the DIP Credit Agreement, the DIP Loan Documents and in the Fee Letters (as 

defined in the DIP Credit Agreement) (which fees, whether paid prior to or after 

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the date hereof, are hereby approved) and costs and expenses as may be due under 

the DIP Loan Documents from time to time, including, without limitation, fees 

and expenses of the professionals retained by the DIP Administrative Agent, the 

DIP Arrangers and/or the DIP Lenders as and to the extent provided for in the 

DIP Loan Documents without the necessity of filing retention motions or fee 

applications (subject to paragraph 17 hereof with respect to the payment of such 

professional fees and expenses); and 

(iv) The performance of all other acts that may be necessary, required 

or advisable under or in connection with the DIP Loan Documents. 

(c) The DIP Credit Agreement and the other DIP Loan Documents 

shall represent, constitute and evidence the DIP Obligations, and the DIP Loan 

Documents and DIP Obligations shall be valid and binding, joint and several, obligations 

of the Debtors, enforceable against the Debtors, their estates and any successors thereto, 

including without limitation, any trustee appointed in any of the Chapter 11 Cases or any 

case under chapter 7 of the Bankruptcy Code upon conversion of any of the Chapter 11 

cases (collectively, the “Successor Cases”) in accordance with the terms thereof and this 

Interim Order. All obligations incurred, payments made, and transfers or grants of 

security set forth in this Interim Order, the DIP Credit Agreement or the other DIP Loan 

Documents by any Loan Party are granted to or for the benefit of the DIP Secured Parties 

for fair consideration and reasonably equivalent value, and are granted 

contemporaneously with the making of the loans and/or commitments and other financial 

accommodations secured thereby. No obligation incurred, payment made, transfer or 

grant of security set forth in this Interim Order, the DIP Credit Agreement or the other 

DIP Loan Documents, in each case whether pre- or post-petition, by any Loan Party as 

approved under this Interim Order shall be stayed, restrained, voided, voidable or 

recoverable under the Bankruptcy Code or under any applicable non-bankruptcy law, or 

subject to any defense, reduction, subordination, setoff, recoupment, counterclaim or any 

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other challenge under the Bankruptcy Code or any applicable non-bankruptcy law, rule or 

regulation. 

(d) Authorization for Interim Borrowing. In order to continue to 

operate the Debtors’ businesses, from the entry of this Interim Order through the DIP 

Termination Date, subject to the terms and conditions of this Interim Order, the DIP 

Credit Agreement and the other DIP Loan Documents, the Borrower is hereby authorized 

to borrow and obtain letters of credit under the DIP Facilities, and the Guarantors are 

authorized to guarantee such borrowings and letters of credit, in an aggregate principal 

amount of up to $1,500,000,000 under the DIP Revolving Facility (with such letters of 

credit issued under the DIP L/C Sub-Facility limited to an aggregate face amount of up to 

$750,000,000) (collectively, the “Interim Financing”), incurred pursuant to, and in 

accordance with, this Interim Order, the DIP Credit Agreement and the other DIP Loan 

Documents. 

3. DIP Liens. Immediately upon the entry of this Interim Order, and 

effective as of the Petition Date, in order to secure the DIP Obligations, the DIP 

Collateral Agent, for the benefit of the DIP Secured Parties, is hereby granted valid, 

binding, fully and automatically perfected, continuing, enforceable and non-avoidable 

liens and security interests (collectively, the “DIP Liens”) in the DIP Collateral as 

collateral security for the prompt and complete performance and payment when due 

(whether at the stated maturity, by acceleration or otherwise) of the DIP Obligations. The 

term “DIP Collateral” shall mean all prepetition and postpetition assets and properties 

(real and personal) of the Debtors, including all “Collateral” as defined in the DIP Credit 

Agreement, whether now owned by or owing to, or hereafter acquired by, or arising in 

favor of, the Debtors (including under any trade names, styles, or derivations thereof), 

whether owned or consigned by or to, or leased from or to, the Debtors, and wherever 

located including, without limitation, all cash and cash equivalents of the Debtors 

wherever located including, inventory, accounts and accounts receivable, other rights to 

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payment, contracts, instruments, documents and chattel paper, all securities (whether or 

not marketable), goods, equipment, inventory and fixtures, all real and leasehold property 

interests, general intangibles, patents, copyrights, trademarks, trade names and all other 

intellectual property, capital stock, investment property, all books and records, 

commercial tort claims (including, subject to the approval of the Court in the Final Order, 

the proceeds of all claims and causes of action arising under Chapter 5 of the Bankruptcy 

Code) and all accessions to, substitutions and replacements for, and rents, profits and 

products of, each of the foregoing; provided, however, that the DIP Collateral shall not 

include (x) Excluded Property (as defined in the DIP Credit Agreement) or (y) any right, 

title and interest of the Debtors in any asset or property (or any asset or property in 

respect of a program) set forth on Schedule A of this Interim Order; provided, further, 

however, that DIP Collateral shall include all proceeds and products of Excluded 

Property that are not themselves Excluded Property. 

4. Priority of DIP Liens. 

(a) The DIP Liens shall have the following priorities (in each case

subject to the Carve-Out and Senior Permitted Liens): 

(i) pursuant to Section 364(c)(2) of the Bankruptcy Code, a firstpriority perfected lien on, and security interest in, all DIP Collateral that is not 

subject to a valid, perfected, enforceable and unavoidable lien or security interest 

on the Petition Date or subject to a valid lien or security interest in existence on 

the Petition Date that is perfected subsequent thereto as expressly permitted by 

Section 546(b) of the Bankruptcy Code (the “Permitted Prior Liens”), and 

(ii) pursuant to Section 364(c)(3) of the Bankruptcy Code, a junior 

perfected lien on, and security interest in, all DIP Collateral that is subject to a 

Permitted Prior Lien, subject to such Permitted Prior Liens. 

(b) Notwithstanding any provision contained in this Interim Order 

(including, without limitation, the provisions of Section 4(a) hereof) to the contrary, with 

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respect to the security interests and liens asserted by the California Self-Insurers’ Security 

Fund or its Director (“CSSF”) pursuant to Section 3701(k) of the California Labor Code, 

as amended, against the DIP Collateral (collectively, the “CSSF Liens”), and for 

purposes of this Interim Order and all amounts outstanding under the DIP Facilities 

during the period between the Petition Date to and including the earlier of either: 

(i) the Final Hearing; or 

(ii) the date on which any DIP Termination Event first occurs (said 

amounts outstanding under the DIP Facilities during said period are hereinafter 

referred to as the “Interim DIP Loan” and such period, the “Interim Period”): 

1) Effective on and after the delivery of the CSSF Additional Cash

Collateral (as defined below), the CSSF Liens shall be subordinate 

to the DIP Liens securing the Interim DIP Loan, which 

subordination shall survive beyond the end of the Interim Period for 

all purposes in the Chapter 11 Cases and any Successor Cases; 

2) The Debtors may use all cash collateral in which CSSF has or may 

have an interest during said period, it being understood and agreed 

that CSSF has consented to such use; and 

3) By no later than 5:00 p.m. (prevailing Pacific time) on Monday,

February 4, 2019, as such date and time may be extended in writing 

by CSSF in its sole but reasonable discretion, the Debtors shall 

provide to CSSF $30,000,000 in additional cash collateral 

(hereinafter referred to as the “CSSF Additional Cash Collateral”) 

to secure their statutory obligations to CSSF. If such cash 

collateral or any portion thereof is in the form of an irrevocable 

standby letter of credit, then such irrevocable standby letter of credit 

must be in a form and substance, and issued by a bank or other 

financial institution, in each case, reasonably acceptable to CSSF. 

The foregoing is without prejudice to the rights of all parties, including the 

rights of the Debtors to challenge the CSSF Liens; provided, however, that (a) no party 

shall have the right to challenge or reverse the subordination described above and (b) no 

party shall have the right to compel the return of the cash collateral described in Section 

4(b)(ii)(3) above unless and until all obligations of the Debtors to CSSF have been 

satisfied in full. 

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5. DIP Superpriority Claim. 

(a) Upon the entry of this Interim Order, effective as of the Petition 

Date, the DIP Agents, for the benefit of the DIP Secured Parties, are hereby granted 

pursuant to section 364(c)(1) of the Bankruptcy Code, an allowed superpriority 

administrative expense claim (the “DIP Superpriority Claim”) for all DIP Obligations, 

(a) which shall rank junior to the Carve-Out and (b) with priority over any and all 

administrative expense claims, unsecured claims and all other claims asserted against the 

Debtors (without the need to file a proof of claim) or their estates in any of the Chapter 

11 Cases or any Successor Cases at any time, now existing or hereafter arising of any 

kind or nature whatsoever, including all other administrative expenses of the kind 

specified in or ordered pursuant to sections 105, 326, 328, 330, 331, 364, 365, 503(a), 

503(b), 506(c), 507(a), 507(b), 546(c), 546(d), 726, 1113 and 1114 of the Bankruptcy 

Code or applicable non-bankruptcy law, and over any and all other administrative 

expenses, unsecured or other claims arising under any other provision of the Bankruptcy 

Code. The DIP Superpriority Claim shall, for purposes of section 1129(a)(9)(A) of the 

Bankruptcy Code, be considered an administrative expense claim allowed under section 

503(b) of the Bankruptcy Code, shall be against each Debtor on a joint and several basis, 

and shall be payable from and have recourse to all prepetition and postpetition property 

and assets of the Debtors, including all DIP Collateral (including, subject to the approval 

of the Court in the Final Order, all proceeds of claims and causes of action arising under 

chapter 5 of the Bankruptcy Code). The DIP Superpriority Claim shall be entitled to the 

full protection of section 364(e) of the Bankruptcy Code in the event that this Interim 

Order or any provision hereof is vacated, reversed or stayed in any respect or, except as 

expressly permitted by the DIP Loan Documents, modified or amended in any manner, 

on appeal or otherwise. 

(b) Except as expressly permitted herein or in the other DIP Loan 

Documents, the DIP Liens and the DIP Superpriority Claim, as applicable, (i) shall not be 

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made subject to or pari passu with (A) any lien, security interest or claim heretofore or 

hereinafter granted in any of the Chapter 11 Cases or any Successor Cases, and shall be 

valid and enforceable against the Debtors, their estates, any trustee or any other estate 

representative appointed or elected in the Chapter 11 Cases or any Successor Cases 

and/or upon the dismissal of any of the Chapter 11 Cases or any Successor Cases, (B) any 

lien that is avoided and preserved for the benefit of the Debtors and their estates under 

section 551 of the Bankruptcy Code or otherwise, (C) any intercompany or affiliate lien 

or claim and (D) any liens arising after the Petition Date; and (ii) shall not be subject to 

sections 510, 549, 550 or 551 of the Bankruptcy Code or, subject to entry of the Final 

Order, Section 506(c) of the Bankruptcy Code. 

6. Use of Proceeds of DIP Facilities. 

(a) Subject to the terms and conditions of this Interim Order, the DIP 

Credit Agreement and the other DIP Loan Documents, the Loan Parties are each 

authorized to use proceeds of the DIP Facilities up to the amount of the Interim Financing 

on an interim basis, only for the purposes, and upon the terms and conditions set forth 

herein (a) to provide working capital and general corporate purposes, and (b) to pay fees, 

costs and expenses incurred in connection with the transactions contemplated by the DIP 

Loan Documents and professional and other fees and costs of administration incurred in 

connection with the Chapter 11 Cases, in each case, in accordance with and subject to the 

terms of this Interim Order and the DIP Loan Documents. 

(b) Lien Perfection. This Interim Order shall be sufficient and 

conclusive evidence of the validity, enforceability, perfection and priority of the DIP 

Liens without the necessity of filing or recording any financing statement, deed of trust, 

mortgage, or other instrument or document which may otherwise be required under the 

law of any jurisdiction or the taking of any other action to validate or perfect the DIP 

Liens or to entitle the DIP Liens to the priorities granted herein. Notwithstanding the 

foregoing, the Loan Parties shall be authorized to execute and deliver to the DIP Agents 

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all financing statements, security agreements, notices of liens and other similar 

documents as the DIP Agents may reasonably request to grant, preserve, protect and 

perfect the validity and priority of the DIP Liens; provided, however, that 

notwithstanding anything to the contrary in this Interim Order, the DIP Credit Agreement 

or any other DIP Loan Document, no such filing or recordation shall be necessary or 

required to perfect the DIP Liens, and no Loan Party or any Subsidiary of a Loan Party 

shall be required to execute or deliver any mortgage, authorize any fixture filing, execute 

or deliver any agreement providing “control” as defined in Section 9-104, 9-105, 9-106 

and 9-107 of the UCC as in effect in any relevant jurisdiction or undertake any 

registration in respect of assets subject to a certificate of title in order to perfect the DIP 

Liens in any portion of the DIP Collateral, including any and all cash wherever located or 

held, and all such liens and security interests are hereby deemed fully and automatically 

perfected. The DIP Agents may, in their sole discretion, file such financing statements, 

security agreements, notices of liens and other similar documents, and are hereby granted 

relief from the automatic stay of section 362 of the Bankruptcy Code in order to do so, 

and all such financing statements, security agreements, notices of liens and other similar 

documents shall be deemed to have been filed or recorded on the Petition Date. The DIP 

Agents, in their sole discretion, may file a copy of this Interim Order as a financing 

statement with any recording officer designated to file financing statements or with any 

registry of deeds or similar office in any jurisdiction in which any Loan Party has real or 

personal property and, in such event, the subject filing or recording officer shall be 

authorized to file or record such copy of this Interim Order. 

7. Insurance of DIP Collateral. Unless the DIP Administrative Agent 

otherwise consents in writing, until the indefeasible payment in full of all DIP 

Obligations (other than any indemnity, unliquidated or contingent claims that are not yet 

due and payable) and the termination of the DIP Agents’ and the DIP Lenders’ 

obligations to extend credit under the DIP Facilities (“payment in full” or “paid in 

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full”), the Debtors shall continue to maintain all property, operational and other insurance 

as and to the extent required and specified in the DIP Loan Documents. Upon entry of 

this Interim Order and to the fullest extent provided by applicable law, the DIP Agents 

(on behalf of the DIP Lenders) shall be, and shall be deemed to be, without any further 

action or notice, named as additional insureds and loss payees on each insurance policy 

maintained by the Debtors that in any way relates to the DIP Collateral. 

8. Limitations on the Use of Proceeds. None of the DIP Facilities, the DIP 

Collateral, the DIP Loans, proceeds of any of the foregoing, any portion of the Carve-Out 

or any other funds may be used, directly or indirectly, by any of the Debtors, any 

Committee, if any, or any trustee or other estate representative appointed in the Chapter 

11 Cases or any Successor Cases or any other person or entity to do any of the following 

(nor shall any professional fees, disbursements, costs or expenses be paid in connection 

therewith): (a) to object to, contest, prevent, hinder, delay or interfere with, in any way, 

the DIP Agents’ or the DIP Lenders’ enforcement or realization upon any of the DIP 

Collateral once a DIP Termination Event (as defined below) occurs (other than with 

respect to rights otherwise granted herein with respect to the Remedies Notice Period); 

(b) to object to or challenge in any way the DIP Liens, the DIP Obligations or the DIP 

Collateral or any other claims or liens held by or on behalf of any of the DIP Agents or 

the DIP Lenders, in each case in their capacity as such; or (c) to investigate (including by 

way of examinations or discovery proceedings, whether formal or informal), prepare, 

assert, join, commence, support or prosecute any action for any claim, counter-claim, 

action, proceeding, application, motion, objection, defense, or other contested matter 

seeking any order, judgment, determination or similar relief against, or adverse in any 

material respect to the interests of, any of the DIP Secured Parties or any of their 

respective affiliates, subsidiaries, agents, officers, directors, shareholders, employees, 

agents, attorneys, advisors, professionals, predecessors in interest, successors and assigns 

with respect to any transaction, occurrence, omission, action or other matter arising 

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under, in connection with or related to this Interim Order, the DIP Facilities or the DIP 

Loan Documents, including, without limitation, (A) any claims or causes of action arising 

under chapter 5 of the Bankruptcy Code, (B) any so-called “lender liability” claims and 

causes of action, (C) any claim or cause of action with respect to the validity, 

enforceability, priority and extent of, or asserting any defense, counterclaim, or offset to, 

the DIP Obligations, the DIP Superpriority Claim, the DIP Liens or the DIP Loan 

Documents, (D) any claim or cause of action seeking to challenge, invalidate, modify, set 

aside, avoid, marshal, subordinate, disallow, or recharacterize in whole or in part, the DIP 

Obligations, the DIP Liens, the DIP Superpriority Claim or the DIP Collateral, (E) any 

action seeking to modify any of the rights, remedies, priorities, privileges, protections and 

benefits granted to the DIP Agents or the DIP Lenders hereunder or under any of the DIP 

Loan Documents (in each case, including, without limitation, claims, proceedings or 

actions that has the effect of preventing, hindering or delaying any of the DIP Agents’ or 

the DIP Lenders’ assertions, enforcements, realizations or remedies on or against the DIP 

Collateral in accordance with the applicable DIP Loan Documents and this Interim Order; 

provided, however, that an amount no more than $100,000 in the aggregate, to be 

incurred solely by any Committee, of the DIP Collateral or the Carve-Out, or proceeds 

from the borrowings under the DIP Facilities or any other amounts, may be used for 

allowed fees and expenses in investigating (but not initiating, commencing, litigating or 

prosecuting (including by way of formal discovery)) any potential Challenge, within the 

applicable Challenge Period (as defined below). 

9. No Further Consents. To the fullest extent permitted by the Bankruptcy 

Code or applicable law, any provision of any lease, loan document, easement, use 

agreement, proffer, covenant, license, contract, organizational document or other 

instrument or agreement that requires the consent of any party or the payment of any fees 

or obligations to any governmental entity or non-governmental entity in order for the 

Debtors to pledge, grant, mortgage, sell, assign or otherwise transfer any fee or leasehold 

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interest or the proceeds thereof or any other DIP Collateral is hereby deemed to be 

inconsistent with the applicable provisions of the Bankruptcy Code and shall have no 

force or effect with respect to the DIP Liens on such leasehold interests or such other DIP 

Collateral or the proceeds of any assignment and/or sale thereof by any Debtor in favor of 

the DIP Secured Parties in accordance with the terms of the DIP Loan Documents and 

this Interim Order. 

10. Carve-Out. 

(a) Subject to the terms and conditions contained in this paragraph 10, 

the DIP Liens and the DIP Superpriority Claim shall be subject and subordinate to a 

carve-out (the “Carve-Out”), which shall comprise the following: (i) all fees required to 

be paid to the Clerk of the Court and to the Office of the U.S. Trustee pursuant to 28 

U.S.C. § 1930(a) plus interest at the statutory rate (without regard to the notice set forth 

in (iii) below); (ii) all reasonable and documented fees and expenses, in an aggregate 

amount not to exceed $100,000, incurred by a trustee under section 726(b) of the 

Bankruptcy Code (without regard to the notice set forth in (iii) below); and (iii) all 

accrued and unpaid fees, costs and expenses (the “Estate Professional Fees”) incurred 

by persons or firms retained by the Debtors (including for the avoidance of doubt, 

Cravath, Swaine & Moore LLP and Weil Gotshal & Manges LLP) or any Committee, if 

any, pursuant to sections 327, 328, 330, 363 or 1103 of the Bankruptcy Code 

(collectively, “Estate Professionals”) (x) at any time before or on the day of delivery by 

the DIP Agents of a Carve-Out Trigger Notice (defined below), whether allowed by the 

Court prior to or after delivery of a Carve-Out Trigger Notice, and (y) after the date (the 

“Trigger Date”) on which the DIP Agents provide written notice stating that such notice 

is a “Carve-Out Trigger Notice” (the “Carve-Out Trigger Notice”) that a DIP 

Termination Event has occurred and has triggered the Carve-Out, to the extent allowed at 

any time, the payment of any Estate Professional Fees of Estate Professionals in an 

amount not exceeding $25,000,000 in the aggregate incurred after the Trigger Date (the 

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“Post-Carve-Out Trigger Notice Cap”). The dollar limitation in clause (iii)(y) above 

on fees and expenses shall not be reduced or increased by the amount of any 

compensation or reimbursement of expenses paid prior to the occurrence of a DIP 

Termination Event in respect of which the Carve-Out is invoked. The ability of any party 

to object to the fees, expenses, reimbursement or compensation described above shall not 

be impaired by the terms of the Carve-Out. 

(b) On the day on which a Carve-Out Trigger Notice is given by the 

DIP Agents to the Borrower, the Debtors shall promptly provide notice by email to all 

Estate Professionals, at the email addresses set forth in each Estate Professional’s notice 

of appearance filed with the Court (or, if there is no such notice of appearance, at such 

Estate Professional’s last known email address) informing them that such Carve-Out 

Trigger Notice has been received and further advising them that the Debtors’ ability to 

pay such Estate Professional’s is subject to and limited by the Carve-Out. 

(c) Nothing herein or in any of the DIP Loan Documents shall be 

construed as consent to the allowance of any particular professional fees or expense of 

the Debtors, of any Committee, or of any other person or shall affect the right of the DIP 

Secured Parties to object to the allowance and payment of such fees and expenses. The 

DIP Secured Parties shall not be responsible for the direct payment or reimbursement of 

any fees or disbursements of any Estate Professionals incurred in connection with the 

Chapter 11 Cases or any Successor Cases under any chapter of the Bankruptcy Code. 

Nothing in the Interim Order or otherwise shall be construed to obligate the DIP Secured 

Parties in any way to pay compensation to or to reimburse expenses of any Estate 

Professional, or to guarantee that the Debtors have sufficient funds to pay such 

compensation or reimbursement. 

(d) For the avoidance of doubt, the DIP Agents and the DIP Lenders 

shall have no obligation to lend or advance any additional funds to or on behalf of 

Debtors, or provide any other financial accommodations to Debtors, immediately upon or 

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after the occurrence of a DIP Termination Event, or upon the occurrence of any act, event 

or condition that, with the giving of notice or the passage of time, or both, would 

constitute a DIP Termination Event. 

(e) For the avoidance of doubt and notwithstanding anything to the 

contrary in this Interim Order or in the DIP Loan Documents, the Carve-Out shall be 

senior to all liens and claims securing the DIP Facility, and any and all other forms of 

liens or claims securing the DIP Obligations. 

11. Proceeds of Subsequent Financing. If at any time prior to payment in 

full of all DIP Obligations, the Debtors, the Debtors’ estates, any trustee, any examiner or 

any responsible officer subsequently appointed in the Chapter 11 Cases or the Successor 

Cases, shall in violation of this Interim Order, the DIP Credit Agreement or the other DIP 

Loan Documents, obtain credit or incur debt pursuant to sections 364(b), (c) or (d) of the 

Bankruptcy Code, and such financings are secured by any DIP Collateral, then all of the 

cash proceeds derived from such credit or debt shall immediately be turned over to the 

DIP Agents for application in accordance with the DIP Credit Agreement or the other 

DIP Loan Documents. 

12. Disposition of Collateral. The Debtors shall not sell (including, without 

limitation, any sale and leaseback transaction), transfer (including any assignment of 

rights), lease, encumber or otherwise dispose of any portion of the Collateral, except as 

expressly permitted by the DIP Credit Agreement or the other DIP Loan Documents. 

13. Termination Events. 

(a) Each of the following occurrences or events shall constitute a 

termination event under this Interim Order (each, a “DIP Termination Event”, and the 

date upon which such DIP Termination Event occurs, the “DIP Termination Date”): (i) 

the occurrence of the scheduled maturity date of the DIP Facilities (subject to extension 

to the extent expressly set forth in Section 2.5 of the DIP Credit Agreement); (ii) April 

15, 2019, if the Final Order, in form and substance reasonably satisfactory to the DIP 

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Administrative Agent and the Debtors, has not been entered by the Court by such date; 

(iii) the consummation of a sale of all or substantially all of the Debtors’ assets under 

Section 363 of the Bankruptcy Code; (iv) the date of substantial consummation (as 

defined in Section 1101 of the Bankruptcy Code and which for purposes hereof shall be 

no earlier than the “effective date” thereof) of any Chapter 11 plan; and (v) the 

occurrence and continuation of an Event of Default (as defined in the DIP Credit 

Agreement). 

14. Rights and Remedies Upon DIP Termination Event; Modification of 

Automatic Stay. 

(a) Any automatic stay otherwise applicable to the DIP Secured 

Parties, whether arising under sections 105 or 362 of the Bankruptcy Code or otherwise, 

is hereby modified, without further notice to, hearing of, or order from this Court, to the 

extent necessary to permit the DIP Agents, upon the occurrence and during the 

continuation of a DIP Termination Event, to exercise all rights and remedies provided for 

in this Interim Order, any of the DIP Loan Documents or applicable law, including, 

without limitation, (i) declare the termination, reduction or restriction of any further 

commitment to the extent any such commitment remains (including provision of any 

letters of credit) under the DIP Facilities, (ii) declare all DIP Obligations to be 

immediately due and payable, without presentment, demand, protest, or other notice of 

any kind, all of which are expressly waived by the Debtors, (iii) the termination of the 

DIP Loan Documents as to any future liability or obligation of the DIP Agents and the 

DIP Lenders, but without affecting any of the DIP Liens or the DIP Obligations of any 

Loan Party, (iv) freeze monies or balances in the Debtors’ accounts and/or set off any and 

all amounts in accounts maintained by the Debtors with the DIP Agents or the DIP 

Lenders against the DIP Obligations, (v) otherwise enforce any and all rights against the 

DIP Collateral under the DIP Loan Documents and (vi) take any other actions or exercise 

any other rights or remedies permitted under this Interim Order, the DIP Loan Documents 

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or applicable law; provided that, prior to the exercise of any right in clause (iv) through

(vi) of this paragraph, the DIP Administrative Agent, at the direction of the Required 

Lenders, shall provide seven (7) calendar days’ written notice (which may be via 

electronic mail or other electronic means) (the “Remedies Notice”) to lead counsel to the 

Debtors, lead counsel to any Committee, bankruptcy counsel to the CPUC and the U.S. 

Trustee of the occurrence of a DIP Termination Event and its intent to exercise such 

rights and remedies (the “Remedies Notice Period”). The Debtors shall file a copy of 

such Remedies Notice on the Court docket following receipt thereof. 

(b) Unless during such Remedies Notice Period, the Court determines

that a DIP Termination Event has not occurred, the automatic stay imposed under section 

105 or 362(a) of the Bankruptcy Code or otherwise as to the DIP Administrative Agent 

and the DIP Lenders, shall automatically be terminated immediately upon the expiration 

of the Remedies Notice Period, and the DIP Administrative Agent and the DIP Lenders 

shall be permitted to exercise any and all rights and remedies set forth herein, in the DIP 

Loan Documents and as otherwise available at law without further order of or application 

to the Court. 

(c) The automatic stay imposed under section 362(a) of the 

Bankruptcy Code is hereby modified pursuant to the terms of this Interim Order as 

necessary to permit (a) the Debtors to grant the DIP Liens and the DIP Superpriority 

Claim, (b) the Debtors to incur all DIP Obligations and pay all fees, costs and expenses 

under the DIP Credit Agreement and the other DIP Loan Documents, and (c) the 

implementation of all of the terms, rights, benefits, privileges and remedies of this 

Interim Order and the DIP Loan Documents, in each case, without further notice, hearing 

or order of the Court. 

15. Proofs of Claim. None of the DIP Secured Parties shall be required to 

file proofs of claim in any of the Chapter 11 Cases or any Successor Cases for any claim 

allowed in this Interim Order. Notwithstanding any order entered by the Court in relation 

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to the establishment of a bar date in any of the Chapter 11 Cases or any Successor Cases 

to the contrary, the DIP Agents, on behalf of themselves and the DIP Secured Parties, are 

hereby authorized and entitled, in their sole and absolute discretion, but not required, to 

file (and amend and/or supplement, as each sees fit) a proof of claim and/or aggregate 

proofs of claim in each of the Chapter 11 Cases or any Successor Cases for any claim 

allowed in this Interim Order; for avoidance of doubt, any such proof of claim may (but 

is not required to be) filed as one consolidated proof of claim against all of the Debtors, 

rather than as separate proofs of claim against each Debtor. Any proof of claim filed by 

the DIP Agents shall be deemed to be in addition to and not in lieu of any other proof of 

claim that may be filed by any of the respective DIP Secured Parties. Any order entered 

by the Court in relation to the establishment of a bar date for any claim (including 

without limitation administrative claims) in any of the Chapter 11 Cases or any Successor 

Cases shall not apply to the DIP Agents or the other DIP Secured Parties. 

16. Good Faith Under Section 364(e) of the Bankruptcy Code; No 

Modification or Stay of this Interim Order. The DIP Secured Parties have acted in 

good faith in connection with the DIP Facilities, and their reliance upon this Interim 

Order is in good faith. Based on the findings set forth in this Interim Order and the 

record made at the Interim Hearing, and in accordance with section 364(e) of the 

Bankruptcy Code, in the event any or all of the provisions of this Interim Order are 

hereafter modified, amended, vacated or stayed by a subsequent order of this Court or 

any other court, the DIP Secured Parties are entitled to all the protections and benefits 

provided by section 364(e) of the Bankruptcy Code. 

17. Expenses. The Debtors are authorized to pay all prepetition and 

postpetition fees, costs, disbursement and expenses of the DIP Agents and the DIP 

Lenders that are payable by Debtors in accordance with the DIP Loan Documents and 

this Interim Order. The invoice for any such fees and expenses shall not be required to 

comply with the U.S. Trustee guidelines, but shall be reasonably detailed (and may be 

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redacted for privilege or confidentiality concerns), and shall be sent to the U.S. Trustee, 

lead counsel for any Committee appointed in the Debtors’ Chapter 11 Cases and lead 

counsel to the Debtors (collectively, the “Fee Notice Parties”). If no objection to 

payment of the requested fees and expenses are made, in writing by any of the Fee Notice 

Parties within ten (10) calendar days after delivery of such invoices (the “Fee Objection 

Period”), then, without further order of, or application to, the Court or notice to any other 

party, such fees and expenses shall be paid by the Debtors to the extent payable in 

accordance with the terms of the DIP Credit Agreement. If an objection is made by any 

of the Fee Notice Parties within the Fee Objection Period to payment of the requested 

fees and expenses, then only the disputed portion of such fees and expenses shall not be 

paid until the objection is resolved by the applicable parties in good faith or by order of 

the Court, and the undisputed portion shall be paid by the Debtors to the extent payable in 

accordance with the terms of the DIP Credit Agreement. Notwithstanding the foregoing, 

the Debtors are authorized to pay on the Closing Date all reasonable and documented 

fees, costs, and out-of-pocket expenses of the DIP Administrative Agent incurred on or 

prior to such date to the extent payable in accordance with the terms of the DIP Credit 

Agreement. 

18. Indemnification. The Debtors are authorized to indemnify and hold 

harmless the DIP Agents, the DIP Lenders and each of the Indemnitees (as defined in the 

DIP Credit Agreement) in accordance with and subject to the terms and conditions of the 

DIP Credit Agreement. 

19. Binding Effect. The provisions of this Interim Order shall be binding 

upon and inure to the benefit of the Debtors, the DIP Secured Parties and their respective 

successors and assigns (including any trustee or other fiduciary hereinafter appointed as a 

legal representative of the Debtors or with respect to the property of the estates of the 

Debtors), any and all creditors of the Debtors, any Committee and any other parties in 

interests and each of their respective successors and assigns, whether in the Chapter 11 

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Cases, in any Successor Cases, or upon dismissal of any such chapter 11 or chapter 7 

case. 

20. No Waiver by Failure to Seek Relief. The failure at any time of the DIP 

Secured Parties to require strict performance by the Debtors of any provision of this 

Interim Order, or to seek relief or otherwise exercise their rights and remedies under this 

Interim Order, the DIP Credit Agreement or the other DIP Loan Documents or otherwise, 

shall not prejudice or constitute a waiver of any of the DIP Secured Parties’ rights 

hereunder, thereunder, or otherwise. None of the rights or remedies of any party under 

this Interim Order shall be deemed to have been amended, modified, suspended or 

waived unless such amendment, modification, suspension or waiver is in writing and 

signed by the party against whom enforcement is sought. No consents required hereunder 

by any of the DIP Secured Parties shall be implied by any inaction or acquiescence by 

any of the DIP Secured Parties. 

21. Rights Reserved. Notwithstanding anything to the contrary in this 

Interim Order, the entry of this Interim Order is without prejudice to, and does not 

constitute a waiver of, expressly or implicitly, or otherwise impair any of the rights, 

claims, privileges, objections, defenses or remedies of the DIP Secured Parties under the 

Bankruptcy Code or under applicable non-bankruptcy law against any other person or 

entity in any court, including without limitation, the right of the DIP Agents (i) to request 

conversion of the Chapter 11 Cases to cases under chapter 7, dismissal of the Chapter 11 

Cases, or the appointment of a trustee in the Chapter 11 Cases, (ii) to propose, subject to 

the provisions of section 1121 of the Bankruptcy Code, a Chapter 11 plan; (iii) to request 

modification of the automatic stay; or (iv) to exercise any of the rights, claims or 

privileges (whether legal, equitable or otherwise) on behalf of the DIP Secured Parties. 

22. No Third Party Rights. Except as explicitly provided for herein, this 

Interim Order does not create any rights for the benefit of any third party, creditor, equity 

holder or any direct, indirect, third party or incidental beneficiary. 

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23. Section 506(c) Waiver. As a material inducement to the DIP Secured 

Parties to agree to provide the DIP Facilities, and in exchange for the DIP Agents’ and 

the DIP Lenders’ willingness to provide the DIP Facilities and their agreement to 

subordinate their liens and superpriority claims to the Carve-Out to the extent set forth 

herein, (and without prejudice to the contention of the DIP Agents and the DIP Lenders 

that section 506(c) of the Bankruptcy Code does not apply to the DIP Facilities), upon 

entry of the Final Order, no costs or expenses of administration which have been or may 

be incurred in the Chapter 11 Cases at any time, including, without limitation, any costs 

and expenses incurred in connection with the preservation, protection or enhancement of 

realization by the DIP Lenders upon the DIP Collateral, shall be charged against any of 

the DIP Agents, the DIP Lenders, the DIP Obligations or DIP Collateral pursuant to 

sections 105 or 506(c) of the Bankruptcy Code or otherwise without the prior express 

written consent of the DIP Administrative Agent, in its sole discretion, and no such 

consent shall be implied, directly or indirectly, from any other action, inaction, or 

acquiescence by any such agents or creditors (including, without limitation, consent to 

the Carve-Out), in each case, except for the Carve-Out. 

24. No Marshalling. The DIP Secured Parties shall not be subject to the 

equitable doctrine of “marshaling” or any other similar doctrine with respect to any of the 

DIP Collateral. 

25. Right to Credit Bid. Subject to the terms and conditions of the DIP Loan 

Documents, each of the DIP Agents (at the direction of the Required Lenders) shall have 

the unqualified right to “credit bid” up to the full amount of the DIP Obligations (other 

than any obligations in respect of Letters of Credit), as applicable, in connection with any 

sale or other disposition of all or any portion of the DIP Collateral, including, without 

limitation, sales occurring pursuant to section 363 of the Bankruptcy Code or included as 

part of any restructuring plan subject to confirmation under section 1129(b)(2)(A)(iii) of 

the Bankruptcy Code. 

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26. Amendments. Notwithstanding anything contained herein to the 

contrary, no amendment, modification or supplement of any of the DIP Loan Documents 

shall be effective unless in writing and in accordance with the applicable DIP Loan 

Documents. Subject to the terms and conditions of the applicable DIP Loan Documents, 

the Debtors and the applicable DIP Secured Parties may make any nonmaterial 

amendment, modification or supplement of any provision of the DIP Credit Agreement or 

the other DIP Loan Documents, and the Debtors are authorized to enter into any such 

amendment, modification, supplement or waiver, without further notice to or approval of 

the Court. In the case of any material amendment, modification, or supplement to the 

DIP Loan Documents that is adverse to the Debtors (a “Material Amendment”), the 

Debtors shall provide notice (which may be provided via electronic mail or other 

electronic means) to the Notice Parties, each of whom shall have five (5) calendar days 

from the date of receipt of such notice to object in writing to such Material Amendment; 

provided, however, that any amendment, modification or supplement to the DIP Loan 

Documents for the purpose of adding additional financial institutions as DIP Lenders and 

reallocating the commitments for the DIP Facilities among the DIP Lenders as 

contemplated by paragraph 2(b)(ii) shall not require notice to any person or entity or 

further order of the Court. If no objections are timely received (or if the Notice Parties 

indicate via electronic mail that they have no objection) to the Material Amendment, the 

Debtors may proceed to execute the Material Amendment, which shall become effective 

immediately upon execution. If a Notice Party timely objects, approval of the Court 

(which may be sought on an expedited basis) will be necessary to effectuate the Material 

Amendment. 

27. Priority of Terms. To the extent of any conflict between or among 

(a) the express terms or provisions of any of the DIP Loan Documents, the Motion, any 

other order of this Court (including, without limitation, the Cash Management Order), or 

any other agreements, on the one hand, and (b) the terms and provisions of this Interim 

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Order, on the other hand, unless such term or provision herein is phrased in terms of “as 

defined in” or “as set forth in” any of the DIP Loan Documents, the terms and provisions 

of this Interim Order shall govern. 

28. Survival of Interim Order. The provisions of this Interim Order and any 

actions taken pursuant hereto shall survive and shall not be modified, impaired or 

discharged by entry of any order which may be entered (i) confirming any Chapter 11 

plan in the Chapter 11 Cases, (ii) converting any of the Chapter 11 Cases to a case under 

chapter 7 of the Bankruptcy Code, (iii) dismissing any of the Chapter 11 Cases, 

(iv) withdrawing of the reference of any of the Chapter 11 Cases from this Court or 

(v) providing for abstention from handling or retaining of jurisdiction of any of the 

Chapter 11 Cases in this Court. The terms and provisions of this Interim Order, including 

the DIP Liens, DIP Superpriority Claim, and other rights, privileges, benefits and 

protections afforded herein and in the DIP Loan Documents to the DIP Secured Parties 

shall continue in full force and effect notwithstanding the entry of such order, and shall 

maintain their respective priorities as provided by this Interim Order, the DIP Credit 

Agreement and the other DIP Loan Documents (as the case may be) until the payment in 

full of the DIP Obligations, and this Court shall retain jurisdiction, notwithstanding 

dismissal of any of the Chapter 11 Cases, for the purposes of enforcing the foregoing to 

the extent permitted by applicable law. 

29. Enforceability. This Interim Order shall constitute findings of fact and 

conclusions of law pursuant to Bankruptcy Rule 7052 and shall take effect and be fully 

enforceable nunc pro tunc to the Petition Date immediately upon execution hereof. Any 

finding of fact shall constitute a finding of fact even if it is stated as a conclusion of law, 

and any conclusion of law shall constitute a conclusion of law even if it is stated as a 

finding of fact. 

30. Waiver of Any Applicable Stay. This Interim Order shall be effective 

upon its entry and not subject to any stay (all of which are hereby waived), 

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notwithstanding anything to the contrary contained in Bankruptcy Rule 4001(a)(3), 6004 

or any other Bankruptcy Rule. 

31. Discharge. The DIP Obligations shall not be discharged by the entry of an 

order confirming any plan in any of the Chapter 11 Cases, notwithstanding the provisions 

of section 1141(d) of the Bankruptcy Code, unless such obligations have been 

indefeasibly paid in full in cash, on or before the effective date of such confirmed plan, or 

each of the DIP Secured Parties has otherwise agreed in writing. 

32. Limitation of Liability. In determining to make any loan under the DIP 

Loan Documents pursuant to this Interim Order, the DIP Credit Agreement or the other 

DIP Loan Documents, the DIP Secured Parties in their capacity as such shall not be 

deemed to be in control of the operations of the Loan Parties or to be acting as a 

“responsible person” or “owner or operator” with respect to the operation or management 

of the Loan Parties (as such terms, or any similar terms, are used in the United States 

Comprehensive Environmental Response, Compensation and Liability Act, 29 U.S. §§ 

9601 et seq., as amended, or any similar federal or state statute). Furthermore, nothing in 

this Interim Order, the DIP Credit Agreement or the other DIP Loan Documents shall in 

any way be construed or interpreted to impose or allow the imposition upon the DIP 

Secured Parties of any liability for any claims pursuant to environmental law arising from 

the prepetition or postpetition activities of any of the Loan Parties. None of the DIP 

Secured Parties in their capacity as such or any of their Affiliates are successors to the 

Debtors or their estates by reason of any theory of law or equity, and none of the DIP 

Secured Parties or any of their Affiliates shall assume or in any way be responsible for 

any liability or obligation pursuant to environmental law of any of the Debtors and/or 

their estates. Notwithstanding the foregoing, the provisions of this paragraph 32 shall 

apply only to the extent that the DIP Lenders’ actions do not (a) constitute, within the 

meaning of 42 U.S.C. § 9601(20)(F), actual participation in the management or 

operational affairs of a vessel or facility owned, leased or operated by a Debtor, or 

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(b) otherwise cause (i) liability to arise to the federal or state government or (ii) the status 

of any responsible person or the managing agent to exist, in each case under applicable 

law (as such terms, or any similar terms, are used in the United States Comprehensive 

Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., as 

amended, or any similar federal or state statute). 

33. Cash Management Liens; Exchange Operator Liens. 

Notwithstanding anything to the contrary in this Interim Order, none of the 

DIP Liens shall prime any properly perfected lien or security interest in cash collateral or 

letters of credit securing any obligations owed by any Loan Party incurred in the ordinary 

course of the Loan Parties’ businesses to: 

(a) to the extent existing as of the Petition Date, any Cash 

Management Bank under any Cash Management Agreement entered into with any Loan 

Party; or 

(b) the Exchange Operators (as defined in the Exchange Operator 

Order (as defined below) and Citigroup Energy, Inc., as a Trading Counterparty (as 

defined in the Exchange Operator Order) (including the liens granted pursuant to 

paragraphs 4 and 7, as applicable, of the Order Pursuant to 11 U.S.C. §§ 105, 362, 363, 

and 364 and Fed. R. Bankr. P. 6003 And 6004 Authorizing Debtors to (A) Honor 

Prepetition Obligations to Natural Gas and Electricity Exchange Operators, (B) Grant 

Administrative Expense Claims and Authorize Posting of Postpetition Collateral to 

Exchange Operators, Trading Counterparties, and Future Commission Merchants, (C) 

Modify the Automatic Stay, and (D) Grant Related Relief (the “Exchange Operator 

Order”), which provision of the Exchange Operator Order granting such liens shall 

remain in full force and effect and shall not be modified by the terms of this Interim 

Order), and all such liens and security interests shall be deemed to be Senior Permitted 

Liens hereunder and under the DIP Credit Agreement. 

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34. Limitation on Transfer of DIP Collateral. The limited exemption that 

CPUC granted to the Debtors in proceedings A. 18-10-003 and A.18-11-001 (the “CPUC 

DIP Proceedings”) pursuant to Public Utilities Code Sections 829(c) and 853(b) in 

respect of the Debtors’ debtor-in-possession financing does not extend to the transfer of 

ownership of any utility asset that is part of the DIP Collateral pursuant to the DIP Loan 

Documents. Prior to any exercise of remedies by the DIP Secured Parties that would 

result in the transfer of any utility asset that is part of the DIP Collateral pursuant to the 

DIP Loan Documents, the Debtors must seek CPUC approval to execute such a transfer 

under Public Utilities Code Section 851.

35. Notice to CPUC. Within three days of the Petition Date, the Debtors 

shall file and serve a compliance filing in the CPUC DIP Proceedings, notifying CPUC of 

its filing and setting forth the terms of the debtor-in-possession financing authorized 

herein. Within three days of incurrence of an Incremental Facility, the Debtors shall file 

and serve a compliance filing in the CPUC DIP Proceedings, notifying CPUC of the 

terms thereof.

36. Subrogation Claims. Subject in all respects to Section 12.4 of the DIP 

Credit Agreement (including, without limitation, the prior payment in full in cash of all 

DIP Obligations and the expiration or termination of all Commitments), any subrogation 

claims of each Contributing Party pursuant to Section 12.1(b) of the DIP Credit 

Agreement shall be entitled to the same claim and lien priority as the underlying DIP 

Loans pursuant to which any such subrogation claims arose to the maximum extent 

permitted under applicable law.

37. Final Hearing.

(a) The Final Hearing to consider entry of the Final Order and final 

approval of the DIP Facilities is scheduled for [●], 2019, at [●] [a.m./p.m.] (Prevailing 

Pacific Time) at the United States Bankruptcy Court for the Northern District of 

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California. If no objections to the relief sought in the Final Hearing are filed and served 

in accordance with this Interim Order, no Final Hearing may be held, and a separate Final 

Order (in form and substance reasonably satisfactory to the DIP Agents) may be 

presented by the Debtors and entered by this Court. 

(b) On or before [●], 2019 the Debtors shall serve, by United States 

mail, first-class postage prepaid, notice of the entry of this Interim Order and of the Final 

Hearing (the “Final Hearing Notice”), together with copies of this Interim Order and the 

Motion, on the Notice Parties and to any other party that has filed a request for notices 

with this Court prior thereto and to any Committee after the same has been appointed, or 

Committee counsel, if the same shall have been appointed. The Final Hearing Notice 

shall state that any party in interest objecting to the entry of the proposed Final Order 

shall file written objections with the Clerk of the Court no later than [●], 2019 at [●] 

[a.m./p.m.] (Prevailing Pacific Time), which objections shall be served so that the same 

are received on or before such date by: (a) proposed special counsel for the Debtors, 

Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 

10019 (Attn: Paul H. Zumbro, George E. Zobitz, Stephen M. Kessing and Nicholas A. 

Dorsey); (b) proposed counsel for the Debtors, Weil Gotshal & Manges, LLP, 767 Fifth 

Ave., New York, NY 10153-0119 (Attn: Daniel S. Dokos and Jessica Liou); (c) counsel 

to the DIP Administrative Agent, Stroock & Stroock & Lavan, LLP, 180 Maiden Lane, 

New York, NY 10038 (Attn: Kristopher M. Hansen, Erez E. Gilad, Frank A. Merola and 

Matthew G. Garofalo); (d) counsel to any Committee; and (e) the U.S. Trustee. 

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38. Retention of Jurisdiction. The Court has and will retain jurisdiction to 

hear, determine and, if applicable, enforce the terms of, any and all matters arising from 

or related to the DIP Facilities and/or this Interim Order. 

**END OF ORDER**

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Schedule A3

Directed Contracts 

Any right, title, and interest of the Debtors in respect of contracts that the Debtors have 

entered into as of the Petition Date pursuant to an express CPUC directive or another 

express Requirement of Law, as provided below: 

1. The Energy Upgrade California marketing initiative, including any contracts 

related to the transition to time of use rate plans, as directed by D. 16-09-02 and 

D. 15-07-001. 

2. The review of third-party solicitations in respect of energy efficiency programs by 

independent evaluators, as directed by D. 18-01-004. 

3. Affiliate transactions audit, as directed by D. 06-12-029. 

4. Rule 20A undergrounding audits, as directed by D. 18-03-022. 

5. The Gridworks management of working groups in the interconnection proceeding, 

in relation to R. 17-07-007. 

6. The CCA code of conduct audit, as directed by D. 12-12-036. 

7. The catastrophic event memorandum account audit, as directed by Res. ESRB-4. 

Operational Funding 

1. Any fees or amounts that the Debtors are required to collect and remit to 

CPUC, the Energy Resources Conservation and Development Commission, or 

other governmental entity, each pursuant to an express CPUC directive or 

another express Requirement of Law as in existence as of the Petition Date. 

Funds Held in Trust or Escrow 

 

1. Any assets or property held by the Debtors in trust for, or otherwise 

administered for the benefit of, the public or public good, pursuant to an 

express CPUC directive or another express Requirement of Law, each as in 

existence as of the Petition Date as provided below: 

a. Settlement funds in relation to energy crisis litigation that have been 

deposited in escrow, as directed by the 2003 Bankruptcy Settlement. 

b. Amounts obligated to be funded by the Debtors in respect of the

decommissioning of the Diablo Canyon power plant, as directed by 

Pub. Util. Code Section 8325. 

Sierra Stewardship Lands 

 3

 To the extent any directed contracts, operational funding requirements, programs requiring funds to 

be held in trust or escrow, billing agent programs or clean energy programs to which the Debtors were 

obligated pursuant to an express CPUC directive or express Requirement of Law in existence as of the 

Petition Date was inadvertently omitted from this schedule, it will be entitled to the same treatment 

afforded to the property and programs described herein. 

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1. Land identified in that certain Settlement Agreement, dated December 19, 

2003, among the Debtors and CPUC, and the related Stipulation Resolving 

Issues Regarding the Land Conservation Commitment that has not been made 

subject to an easement or donated in accordance with the obligations set forth 

therein, which includes, for the avoidance of doubt, the Watershed Lands and 

the Carizzo Plains (both, as defined in and identified by the Settlement 

Agreement). 

Billing Agent Programs 

Funds collected by the Debtors as billing agent for programs pursuant to an express 

CPUC directive or another express Requirement of Law, each as in existence prior to the 

Petition Date, as provided below: 

1. Community choice aggregators, as directed by Cal. Pub. Util. Code Section 

366.2. 

2. Energy service providers, as directed by Cal. Pub. Util. Code Sections 365.1 

and 366. 

3. Core transportation agents, as directed by Cal. Util. Code Section 980 et seq. 

4. Department of Water Resources bond charges, as directed by Cal. Pub. Util. 

Code Section 80110. 

5. The surcharge on (a) natural gas bills that funds cost-effective energy 

efficiency programs (as directed by Cal. Pub. Util. Code Section 890 et seq) 

and (b) electricity bills to fund public purpose revenue streams (as directed by 

Cal. Pub. Util. Code Section 381 et seq). 

Clean Energy Programs 

Funds required to be budgeted for, and any right, title and interest of the Debtors in, 

contracts and programs pursuant to an express CPUC directive or another express 

Requirement of Law existing prior to the Petition Date, as provided below: 

1. Demand response auction mechanisms, as directed by D. 14-12-024. 

2. Self-generation incentive programs, as directed by D. 01-03-073. 

3. Energy efficiency programs, including, but not limited to, custom projects 

through third-party implementers, funding to local governments for local 

governmental programs and funding for regional energy networks, as directed 

by D. 18-01-004. 

4. The Community Solar Green Tariff Program, as directed by D. 18-06-027. 

5. The Disadvantaged Communities – Green Tariff Program, as directed by D. 

18-06-027. 

6. The Disadvantaged Communities – Single-family Solar Homes Program, as 

directed by D. 18-06-027. 

7. The California Solar Initiative Program, as directed by D. 06-01-024. 

8. The California Solar Initiative Thermal Program, as directed by D. 10-01-022. 

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9. The CSI Multifamily Affordable Solar Housing Program, as directed by D. 

08-10-036. 

10. The Net Energy Metering Program, as directed by D. 16-01-044. 

11. San Joaquin Valley pilot projects, as directed by D. 18-12-015.

12. The Single Family Affordable Solar Housing Program, as directed by D. 07-

11-045. 

13. The Multifamily Affordable Housing Solar Roofs Program, as directed by D. 

17-12-022. 

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