INTERIM ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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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) 

(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.

Bankruptcy Case 

No. 19 - 30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

□ Affects PG& Corporation 

□ Affects Pacific Gas and Electric 

 Company 

x Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

INTERIM ORDER PURSUANT TO 11 U.S.C. 

§§ 105(a), 345(b), 363(b), AND 363(c), AND 

FED. R. BANKR. P. 6003 AND 6004 (I) 

AUTHORIZING DEBTORS TO (A) 

CONTINUE THEIR EXISTING CASH 

MANAGEMENT SYSTEM, (B) HONOR 

CERTAIN PREPETITION OBLIGATIONS 

RELATED TO THE USE THEREOF, (C) 

CONTINUE INTERCOMPANY 

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# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 1 of 7
INTERIM ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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ARRANGEMENTS, (D) CONTINUE TO 

HONOR OBLIGATIONS RELATED TO 

JOINT INFRASTRUCTURE PROJECTS, 

AND (E) MAINTAIN EXISTING BANK 

ACCOUNTS AND BUSINESS FORMS; AND 

(II) WAIVING THE REQUIREMENTS OF 11 

U.S.C. § 345(b)

Case: 19-30088 Doc# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 2 of 7
 

INTERIM ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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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), 345(b), 363(b), and 363(c) 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”), requesting interim and final authority to (i) (a) continue operating their 

existing cash management system (the “Cash Management System”), as described in the Motion, 

including the continued maintenance of existing bank accounts at the Debtors’ banks (the “Banks”), 

(b) honor certain prepetition obligations related to the Cash Management System, (c) continue certain 

intercompany arrangements among the Debtors and certain non-Debtor affiliates and subsidiaries 

(the “Non-Debtor Affiliates and Subsidiaries”), (d) continue to honor all obligations with respect to 

certain Joint Infrastructure Projects, and (e) maintain existing business forms; and (ii) waive the 

requirements of section 345(b) of the Bankruptcy Code to the extent they apply to any of the Bank 

Accounts, 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 Rule 

5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the Northern District 

of California; 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 

 

1

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

terms in the Motion. 

Case: 19-30088 Doc# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 3 of 7
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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, to continue to (a) maintain and manage 

their cash pursuant to the Cash Management System in the same manner as before the Petition Date, 

(b) collect and disburse cash in accordance with the Cash Management System, including 

Intercompany Transactions between and among the Debtors and other Non-Debtor Affiliates and 

Subsidiaries, (c) perform and honor all prepetition amounts owing under the PG&E Corp. CSA, the 

Non-Debtor CSAs, the Stan-Pac Operating Agreement, the Gill Ranch Operating Agreements, and the 

Joint Infrastructure Projects, in the ordinary course, and (d) make ordinary course changes to their Cash 

Management System, without further order of the Court. 

3. Each of the Banks is authorized, but not directed, to continue to honor transfers of funds 

in the Bank Accounts. 

4. The Debtors shall maintain accurate records of all transfers within the Cash Management 

System and among the Debtors and Non-Debtor Affiliates and Subsidiaries so that all postpetition 

transfers and transactions shall be adequately and promptly documented in, and readily ascertainable 

from, their books and records, to the same extent maintained by the Debtors before the Petition Date. 

5. The Debtors are further authorized to (i) designate, maintain, and continue to use any or 

all of its existing Bank Accounts, including those listed on Schedule 1 hereto, in the names and with 

the account numbers existing immediately before the Petition Date, (ii) deposit funds in, and withdraw 

funds from, such accounts by all usual means, including, without limitation, checks, wire transfers, 

ACH transfers, and other debits, (iii) pay any Bank Fees or other charges associated with the Bank 

Accounts, whether arising before or after the Petition Date, and (iv) treat their prepetition Bank 

Accounts for all purposes as debtor in possession accounts. 

6. The Debtors are authorized to open new bank accounts; provided that, all accounts 

opened by the Debtors on or after the Petition Date at any bank shall, for purposes of this Interim Order, 

be deemed a Bank Account as if it had been listed on Schedule 1 annexed hereto; provided, further, 

Case: 19-30088 Doc# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 4 of 7
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that such opening shall be timely indicated on the Debtors’ monthly operating reports and notice of 

such opening shall be provided to the United States Trustee. 

7. All Banks with which the Debtors maintained Bank Accounts are authorized to debit the 

Debtors’ accounts in the ordinary course of business without the need for further order of this Court 

for: (i) all checks or other items deposited in the Debtors’ accounts with such Bank prior to the Petition 

Date which have been dishonored or returned unpaid for any reason, together with any fees and costs 

in connection therewith, to the same extent the Debtors were responsible for such items prior to the 

Petition Date, and (ii) all undisputed prepetition amounts outstanding as of the date hereof, if any, owed 

to any Bank as Bank Fees for the maintenance of or in connection with the Cash Management System, 

which shall include all amounts owed by the Debtors to any Bank to repay or reimburse such Bank in 

connection with ordinary course ACH transactions executed on behalf of or for the accounts of the 

Debtors. 

8. The Banks are authorized to charge, and the Debtors are authorized and directed to pay, 

honor, or allow, both prepetition and postpetition fees, costs, charges, and expenses, including the Bank 

Fees and charge back returned items to the Bank Accounts in the ordinary course. 

9. The Debtors are authorized and directed to pay, honor, or allow, both prepetition and 

postpetition Payment Processing Fees in the ordinary course. 

10. The Banks shall not be liable to any party on account of: (i) following the Debtors’ 

representations, instructions, or presentations as to any order of the Court (without any duty of further 

inquiry); (ii) the honoring of any prepetition checks, drafts, wires, or ACH transfers in a good faith 

belief or upon a representation by the Debtors that the Court has authorized such prepetition check, 

draft, wires, or ACH transfers; or (iii) an innocent mistake made despite implementation of reasonable 

handling procedures. 

11. Nothing contained herein shall prevent the Debtors from closing any Bank Account(s) 

in the ordinary course and in accordance with their prepetition practices as they may deem necessary 

and appropriate, any relevant Bank is authorized to honor the Debtors’ requests to close such Bank 

Accounts, and the Debtors shall give notice of the closure of any account to the United States Trustee. 

Case: 19-30088 Doc# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 5 of 7
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12. The requirements of section 345(b) of the Bankruptcy Code and the UST Guidelines are 

hereby waived through and including the date of the final hearing set forth in Paragraph 20 hereof. 

13. The Debtors are authorized to use their existing Business Forms and not print “debtor in 

possession” on any of their Business Forms, and any otherwise applicable requirement that the Debtors 

print “debtor in possession” on any new checks ordered during the Chapter 11 Cases, or that the 

Debtors change their system for electronic generation of checks and Business Forms to reflect their 

status as debtors in possession, is hereby waived. 

14. Nothing in the Motion or this Interim Order shall be deemed to authorize the Debtors to 

accelerate any payments not otherwise due prior to the Court’s ultimate disposition of the Motion on a 

final basis. 

15. 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. 

16. 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. 

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

6003(b) have been satisfied. 

18. Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Interim Order shall be 

immediately effective and enforceable upon its entry. 

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

Interim Order. 

20. 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 

Case: 19-30088 Doc# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 6 of 7
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Pacific Time). 

21. 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# 209 Filed: 01/31/19 Entered: 01/31/19 18:09:51 Page 7 of 7