ORDER AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND ASSESSMENTS

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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

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case Nos. 19 - 30088 (DM) 

 19 - 30089 (DM) 

Chapter 11 

INTERIM ORDER PURSUANT TO 11 

U.S.C. §§ 105(a), 363(b), 507(a), AND 541 

AND FED. R. BANKR. P. 6003 AND 6004 

AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND 

ASSESSMENTS AND GRANTING 

RELATED RELIEF 

□ Affects PG& Corporation 

□ Affects Pacific Gas and Electric 

 Company 

□ Affects both Debtors 

* ALL PAPERS SHALL BE FILED IN THE 

LEAD CASE, NO. 19-30088 (DM).

Signed and Filed: January 31, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

January 31, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 218 Filed: 01/31/19 Entered: 01/31/19 19:06:38 Page 1 of 4
ORDER AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND ASSESSMENTS

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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”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 105(a), 363(b), 507(a), and 541 of title 11 of the United States Code (the 

“Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure (the 

“Bankruptcy Rules”), for entry of interim and final orders authorizing, but not directing, the Debtors 

to pay the Taxes and Assessments, including any Taxes and Assessments subsequently determined upon 

audit, or otherwise, to be owed, and granting related relief, 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, 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 (the “Bankruptcy Local Rules”); 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 

under the circumstances, and it appearing that no other or further notice need be provided; and this Court 

having reviewed the Motion and the Wells 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 

necessary to avoid immediate and irreparable harm to the Debtors and their estates as contemplated by 

Bankruptcy Rule 6003, and 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 an interim basis, as provided herein. 

2. The Debtors are authorized, but not directed, in their sole discretion, pursuant to sections 

 

1

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

terms in the Motion. 

Case: 19-30088 Doc# 218 Filed: 01/31/19 Entered: 01/31/19 19:06:38 Page 2 of 4
ORDER AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND ASSESSMENTS

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105(a), 363(b), 507(a)(8), and 541 of the Bankruptcy Code, to pay all Taxes and Assessments whether 

relating to the period prior or subsequent to the Petition Date, including all Sales and Use Taxes, Property 

Taxes, Income Taxes, Excise Taxes, Gross Receipts Taxes, Pass Through Fees, Regulatory Fees and 

Other Taxes and Fees, and including any Taxes and Assessments subsequently determined on audit or 

otherwise; provided that the prepetition amounts authorized shall not exceed $11,300,000 pending the 

final hearing on the Motion. 

3. Banks and financial institutions are authorized, but not directed, at the Debtors’ request, 

to receive, process, honor and pay, to the extent of funds on deposit, any and all checks issued or to be 

issued or electronic funds transfers requested or to be requested by the Debtors relating to the payment 

of Taxes and Assessments as authorized herein. 

4. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect 

new electronic funds transfers on account of the Taxes and Assessments to replace any prepetition checks 

or electronic funds transfer requests that may be lost, dishonored, or rejected as a result of the 

commencement of the Chapter 11 Cases. 

5. Nothing contained in this Interim Order or in the Motion is intended to be or shall be 

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the 

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the Bankruptcy 

Code. Likewise any payment made pursuant to this Interim Order is not intended to be and shall not be 

construed as an admission to the validity of any claim or a waiver of the Debtors’ rights to dispute such 

claim subsequently. 

6. Notwithstanding entry of this Interim Order, nothing herein shall create, nor is intended 

to create, any rights in favor of or enhance the status of any claim held by, any party. 

7. The requirements for immediate entry of this Interim Order pursuant to Bankruptcy Rule 

6003(b) have been satisfied. 

8. The requirements of Bankruptcy Rules 4001(d) and 6004(a) are waived. 

9. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this Interim 

Order shall be immediately effective and enforceable upon its entry. 

Case: 19-30088 Doc# 218 Filed: 01/31/19 Entered: 01/31/19 19:06:38 Page 3 of 4
ORDER AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND ASSESSMENTS

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10. The Debtors are authorized to take all steps necessary or appropriate to carry out this 

Interim Order. 

2. A final hearing to consider the relief requested in the Motion shall be held on February 

27, 2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be 

filed and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing 

Pacific Time). 

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

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

** END OF ORDER ** 

Case: 19-30088 Doc# 218 Filed: 01/31/19 Entered: 01/31/19 19:06:38 Page 4 of 4