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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) 

Ray C. Schrock, P.C. 

(ray.shrock@weil.com) (pro hac vice) 

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) 

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). 

Signed and Filed: July 5, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

July 08, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 2884 Filed: 07/05/19 Entered: 07/08/19 09:54:54 Page 1 of

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

Upon the Motion, dated June 18, 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; there being no 

objections to 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. 

Case: 19-30088 Doc# 2884 Filed: 07/05/19 Entered: 07/08/19 09:54:54 Page 2 of

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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) of the Bankruptcy Code in the amounts identified on 

Schedule A hereto (subject to any amounts that remain subject to ongoing review or reconciliation by 

the Utility as identified in Schedule A). 

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 ** 

Case: 19-30088 Doc# 2884 Filed: 07/05/19 Entered: 07/08/19 09:54:54 Page 3 of

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