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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 

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

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

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION,

 - and - 

PACIFIC GAS AND ELECTRIC COMPANY, 

Case Nos. 19 -30088 (DM) 

 19 -30089 (DM) 

Chapter 11 

ORDER PURSUANT TO BANKRUPTCY CODE 

SECTIONS 105(A) AND 107(B) AND 

BANKRUPTCY RULE 9018 AUTHORIZING 

THE DEBTORS TO FILE UNDER SEAL THE 

PROPOSED DEBTOR-IN-POSSESSION 

FINANCING FEE LETTERS 

Date: January 31, 2019 

Time: 10:00 a.m. (Pacific) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

 Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric Company 

x Affects both Debtors 

* All papers shall be filed in the Lead Case, No. 19-

30088 (DM). 

Signed and Filed: February 4, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

February 04, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 286 Filed: 02/04/19 Entered: 02/04/19 17:15:21 Page 1 of 3
ORDER AUTHORIZING FILING 

UNDER SEAL OF FEE LETTERS 

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Upon the Motion, dated January 29, 2019 (the “Motion”),1 of PG&E Corporation (“PG&E 

Corp.”) and Pacific Gas and Electric Company (the “Utility”), as debtors and debtors in possession 

(collectively, “PG&E” or the “Debtors”), pursuant to sections 105(a) and 107(b) of title 11 of the 

United States Code (the “Bankruptcy Code”) and Rule 9018 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for authority to file the Fee Letters under seal, 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, and the Order Referring Bankruptcy Cases 

and Proceedings to Bankruptcy Judges, General Order 24 and Rule 5011-1(a) of the Bankruptcy Local 

Rules for the United States District Court for the Northern District of California (the “Bankruptcy 

Local Rules”); and consideration of the Motion and the relief requested therein 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 under the circumstances, and it 

appearing that no other or further notice need be provided; and this Court having reviewed the Motion, 

the Kurtz Declaration and the Wells Declaration; 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 Debtors, their estates, 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 on a final basis as provided herein. 

2. The Debtors are authorized to file the Fee Letters under seal pursuant to section 107(b) 

of the Bankruptcy Code and Bankruptcy Rule 9018. 

3. The Fee Letters are confidential, shall remain under seal, and shall not be made 

available to anyone without the consent of the Debtors and the parties to the Fee Letters, except that 

 

1

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

Motion. 

Case: 19-30088 Doc# 286 Filed: 02/04/19 Entered: 02/04/19 17:15:21 Page 2 of 3
ORDER AUTHORIZING FILING 

UNDER SEAL OF FEE LETTERS 

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copies of the Fee Letters shall be provided to (i) the Court, (ii) the U.S. Trustee on a strictly confidential 

basis, and (iii) counsel and financial advisors to any statutory committee appointed in these Chapter 

11 Cases on a strictly confidential and “professionals’ eyes only” basis. 

4. Notice of the Motion as provided therein shall be deemed good and sufficient and the 

requirements of the Bankruptcy Local Rules are satisfied by such notice. 

5. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order shall 

be immediately effective and enforceable upon its entry. 

6. The Debtors are authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Order in accordance with the Motion. 

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 ** 

Case: 19-30088 Doc# 286 Filed: 02/04/19 Entered: 02/04/19 17:15:21 Page 3 of 3