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

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Exhibit A 

Proposed Order 

Case: 19-30088 Doc# 2711-1 Filed: 06/21/19 Entered: 06/21/19 15:03:01 Page 1

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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@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) 

Peter J. Benvenutti (#60566) 

(pbenvenutti@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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

[PROPOSED] ORDER GRANTING THE 

MOTION OF THE UTILITY FOR 

LIMITED RELIEF FROM THE 

AUTOMATIC STAY TO APPEAL 

CERTAIN MATTERS PENDING BEFORE 

THE FEDERAL ENERGY REGULATORY 

COMMISSION 

Debtors.

 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# 2711-1 Filed: 06/21/19 Entered: 06/21/19 15:03:01 Page 2

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The Court having considered the Motion of the Utility for Limited Relief from the Automatic 

Stay to Appeal Certain Matters Pending before the Federal Energy Regulatory Commission [Dkt. 

No. 2359], the Motion for Limited Relief From Stay to Participate in Appellate Proceedings with 

Respect to FERC Orders [Dkt. No. 2400], the Motion of Consolidated Edison for Relief from the 

Automatic Stay to Intervene and Participate in Appeal of FERC Orders [Dkt. No. 2403] 

(collectively, the “Motions”),1 and the Joinders filed with respect to the preceding [Dkt. Nos. 2406, 

2411, 2450, 2452 & 2454], and all other papers submitted in connection therewith, and the Court 

having jurisdiction to consider and decide the Motions and to enter a final order thereon, and good 

cause appearing therefor pursuant to Bankruptcy Code section 362(d)(1), 

IT IS HEREBY ORDERED THAT: 

1. The Motions are granted as provided herein.

2. The Court grants retroactive relief from the automatic stay, to the extent necessary, to

avoid invalidation based on the automatic stay of the Utility’s Requests for Rehearing; the FERC 

Orders; and post-petition actions to date by the Utility, the Official Committee of Unsecured 

Creditors of PG&E Corp. and Pacific Gas and Electric Company (the “Committee”), or FERC 

relating to the FERC Orders. 

3. The Court grants prospective relief from the automatic stay for the limited purpose of

permitting (i) the Utility to file a Petition for Review with the United States Court of Appeals for the 

Ninth Circuit regarding the FERC Orders and, in conjunction with that filing, to complete the 

corporate disclosure statement required by Federal Rule of Appellate Procedure 26.1 and the 

statement required by Ninth Circuit Rule 15-2; (ii) the Circuit Clerk to carry out service of the 

Petition for Review pursuant to Federal Rule of Appellate Procedure 15(c) and 16 U.S.C. § 825l(b); 

and (iii) the filing of a motion for intervention by any prospective intervenor, pursuant to Federal 

Rule of Appellate Procedure 15(d), in the proceeding initiated by the Petition for Review. Any and 

all further proceedings relating to the FERC Orders will remain subject to the automatic stay 

pending a ruling by the Ninth Circuit on whether to authorize direct appeal of the judgment and 

1

 Capitalized terms used but not otherwise defined in this Order have the meanings ascribed to them 

in the Motions. 

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order that are the subject of this Court’s Certification for Direct Appeal to Court of Appeals (DKT # 

156) (the “Certification”).

4. In the event the Ninth Circuit grants that authorization, the automatic stay shall be

lifted, without further order of this Court, to permit the Utility, the Committee, FERC, and the PPA 

Counterparties to participate in and prosecute and/or defend (as applicable) to conclusion any 

appellate review of the FERC Orders, including by: (a) seeking or opposing any consolidation of the 

appeal of the FERC Orders with the appeal of this Court’s Amended Declaratory Judgment (DKT. 

#155); (b) participating in briefing or argument relating to consolidation, motions to intervene, or the 

merits of the appeals; (c) petitioning for rehearing or rehearing en banc or participating in briefing or 

argument relating to any such petition; and (d) participating in briefing or argument relating to any 

proceedings in the U.S. Supreme Court, including filing or opposing a petition for a writ of 

certiorari. 

5. If the Ninth Circuit denies authorization, the automatic stay shall remain in force 

following the filing of the items referenced in paragraph 3 above. 

6. The 14-day stay under Bankruptcy Rule 4001(a)(3) is hereby waived and this Order 

shall take effect immediately upon entry. 

7. This Court shall retain exclusive jurisdiction with respect to all matters arising from 

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

**END OF ORDER**

Case: 19-30088 Doc# 2711-1 Filed: 06/21/19 Entered: 06/21/19 15:03:01 Page 4

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