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

EXHIBIT A 

[Proposed] Order

Case: 19-30088 Doc# 2588-1 Filed: 06/18/19 Entered: 06/18/19 16:39:23 Page 1

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

WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

Ray C. Schrock, P.C. 

(ray.shrock@weil.com) (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 

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 

Attorneys for Debtors 

and Debtors in Possession

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. § 365(a), FED. R. BANKR. P. 6006, AND 

B.L.R. 6006-1 APPROVING UTILITY’S 

ASSUMPTION OF MUTUAL ASSISTANCE 

AGREEMENTS 

 Affects PG&E Corporation 

Affects Pacific Gas and Electric 

 Company 

Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM). 

Case: 19-30088 Doc# 2588-1 Filed: 06/18/19 Entered: 06/18/19 16:39:23 Page 2

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

Upon the Motion, dated [●], 2019 (the “Motion”),1 of PG&E Corporation and Pacific Gas and 

Electric Company, as debtors and debtors in possession (together, “PG&E” or the “Debtors”) in the 

above-captioned chapter 11 cases (the “Chapter 11 Cases”), pursuant to section 365(a) of title 11 of the 

United States Code (the “Bankruptcy Code”), Rule 6006 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), and Rule 6006-1 of the Bankruptcy Local Rules for the United States District 

Court for the Northern District of California (the “Bankruptcy Local Rules”), for an order approving 

the Utility’s assumption of the Mutual Assistance Agreements with the Assisting Parties identified in 

Exhibit B to the Motion, all as more fully set forth in the Motion; and this Court having jurisdiction to 

consider the Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334, Order 

Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Order 24 (N.D. Cal.), and 

Bankruptcy Local Rule 5011-1(a); and consideration of the Motion and the requested relief being a core 

proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 

U.S.C. §§ 1408 and 1409; and the Court having found and determined that notice of the Motion as 

provided to the parties listed therein is reasonable and sufficient, and it appearing that no other or further 

notice need be provided; and this Court having reviewed the Motion, the Wells Declaration (as amended 

on February 2, 2019 [Docket No. 263]), and the Coleman Declaration; and this Court having held a 

hearing on the Motion; and this Court having determined that the legal and factual bases set forth in the 

Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the 

Motion is in the best interests of the Utility, its estate, creditors, shareholders, and all parties in interest; 

and upon all of the proceedings had before this Court and after due deliberation and sufficient cause 

appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted as provided herein. 

2. Pursuant to section 365 of the Bankruptcy Code, the Utility’s assumption of the Mutual 

Assistance Agreements, as identified in the Motion, is hereby approved. 

 

1

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

terms in the Motion. 

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

3. The Utility is authorized to promptly cure existing defaults under the Mutual Assistance 

Agreements as required by section 365(b)(1)(A) in the amounts identified in Exhibit B to the Motion 

(subject to any amounts that remain subject to ongoing review or reconciliation by the Utility as 

identified in Exhibit B to the Motion). 

4. The Utility is authorized to execute, deliver, implement, and fully perform any and all 

obligations, instruments, and documents, and to take any and all actions reasonably necessary or 

appropriate to perform all obligations contemplated under the Mutual Assistance Agreements. 

5. The Utility is authorized to file the Motion as an omnibus motion pursuant to Bankruptcy 

Rule 6006(e). 

6. The Utility is authorized to take all steps necessary or appropriate to carry out this Order. 

7. This Court shall retain jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Order. 

** END OF ORDER ** 

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