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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

Proposed Order

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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. (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) 

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) 

[PROPOSED] ORDER PURSUANT TO 11 U.S.C 

§ 365(a), FED. R. BANKR. P. 6006, AND 

B.L.R. 6006-1 APPROVING ASSUMPTION OF 

CERTAIN REAL PROPERTY LEASES

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).

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

 Upon the Motion, dated October 22, 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 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 

Real Property Leases with the Lessors 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]), the Williams 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 reflects the sound business judgment of the Utility and is in the best interests of the 

Utility, its estate, creditors, shareholders, and all parties in interest; and upon the record of the 

hearing and all of the proceedings had before this Court and after due deliberation and sufficient 

cause appearing therefor, 

 

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

terms in the Motion. 

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

 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 Real 

Property Leases in Schedule 1 annexed to this Order is hereby approved, effective as of the date of 

entry of this Order. 

3. Assumption of the Real Property Leases shall be effective notwithstanding a dispute 

over the proposed Cure Payment or payment to remove a Lien. The Utility is authorized to and shall 

(i) promptly pay any Cure Payments as soon as practicable after assumption of the Real Property 

Leases, and (ii) remove any Liens on the Leased Properties (including, if necessary, by payments to 

the holders of Liens as authorized by the Lien Order). Any disputed Cure Payment or payment to 

remove a Lien must be paid promptly after the earlier of the date (a) on which the Utility and the 

applicable Lessor agree to such amounts and (b) specified in a final and non-appealable order 

entered by this Court determining such amounts. 

4. Following the payment of the Cure Payment and the removal of the Liens, the nondebtor parties to the Real Property Leases shall be forever barred, estopped, and permanently 

enjoined from asserting against the Utility, its successors or assigns, or its property, any default 

existing under the Real Property Leases as of the date hereof. 

5. Nothing in the Motion or this Order, nor as a result of any payment made pursuant to 

this Order, shall impair, prejudice, waive or otherwise affect the rights of the Utility and its estate to 

subsequently assign any of the Real Property Leases pursuant to, and in accordance with, the 

requirements of section 365 of the Bankruptcy Code. 

6. 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 under the Real Property Leases. 

7. The Utility is authorized to take all steps necessary or appropriate to carry out this 

Order. 

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

8. This Court retains exclusive jurisdiction to hear and determine all matters arising 

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

** END OF ORDER ** 

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

SCHEDULE 12

No Lessor Real Property Lease Leased Property Cure 

Payment 

Lien 

1 Enerland, LLC Amended and Restated Ground Sublease, dated January 

15, 2008, originally between Enerland, LLC and E & L 

Westcoast, LLC, (the “Sublease”) assigned to the Utility 

pursuant to the terms of (i) that certain Assignment of 

Sublease dated January 15, 2008, by and among the 

Utility and E & L Westcoast, LLC; (ii) that certain NonDisturbance, Attornment, Consent and Estoppel 

Agreement dated January 15, 2008 by and among the 

Utility, Leo M. Holthouse and Diane M. Holthouse, 

trustees of the Holthouse Family Trust, Leo M. 

Holthouse, as trustee of the Wilfred E. Holthouse 

Testamentary Trust, Enerland, LLC, and E & L 

Westcoast, LLC, and (iii) that certain Purchase and Sale 

Agreement dated November 9, 2007 by and among the 

Utility, Enerland, LLC, E & L Westcoast, LLC, and E & 

L West Coast Holdings, LLC. 

The property in the 

County of Colusa, 

California, as 

described in Exhibit 

B of the Sublease 

with such easements 

as described in 

Exhibit C of the 

Sublease. 

$6,806.26 No 

2 PGE Starpoint, LLC, a Delaware limited 

liability company; PGE 1, LLC, a Delaware 

limited liability company; PGE 2, LLC, a 

Delaware limited liability company; PGE 3, 

LLC, a Delaware limited liability company; 

PGE 4, LLC, a Delaware limited liability 

company; PGE 5, LLC, a Delaware limited 

liability company; PGE 6, LLC, a Delaware 

limited liability company; PGE 7, LLC, a 

Delaware limited liability company; PGE 8, 

LLC, a Delaware limited liability company; 

Lease dated March 24, 1988, as amended by the certain 

First Amendment of Lease and Certificate of Term 

Commencement Date dated as of August 7, 1989, as 

supplemented by that certain Letter Agreement dated as 

of January 25, 1990, as amended by that certain Second 

Amendment of Lease dated as of July 16, 2004, that 

certain Third Amendment of Lease dated as of 

September 17, 2004, that certain Fourth Amendment of 

Lease dated as of October 13, 2004, that certain Fifth 

Amendment of Lease dated as of June 1, 2014, that 

certain Sixth Amendment of Lease dated July 15, 2015, 

650 O Street & 705 

P Street, Fresno, 

California 

$0 Yes 

2

 Inclusion of any lease, contract, or agreement on this Schedule 1 shall not constitute an admission as to the determination of the legal status of any such lease, 

contract, or agreement (including whether any such lease, contract, or agreement is an unexpired lease of nonresidential real property, a true lease, or a financing 

arrangement), and the Utility reserves all of its rights to reclassify or recharacterize any such lease, contract, or agreement listed on this Schedule 1. 

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

No Lessor Real Property Lease Leased Property Cure 

Payment 

Lien 

PGE 9, LLC, a Delaware limited liability 

company; PGE 10, LLC, a Delaware limited 

liability company; PGE 11, LLC, a Delaware 

limited liability company; PGE 12, LLC, a 

Delaware limited liability company; PGE 13, 

LLC, a Delaware limited liability company; 

PGE 14, LLC, a Delaware limited liability 

company; PGE 15, LLC, a Delaware limited 

liability company; PGE 16, LLC, a Delaware 

limited liability company; PGE 17, LLC, a 

Delaware limited liability company; PGE 18, 

LLC, a Delaware limited liability company; 

PGE 19, LLC, a Delaware limited liability 

company; PGE 20, LLC, a Delaware limited 

liability company; PGE 21, LLC, a Delaware 

limited liability company, and PGE 26, LLC, a 

Delaware limited liability company, all as 

tenants in common 

and that certain Seventh Amendment of Lease dated 

November 19, 2015, as may be extended at the Utility’s 

option on or before November 30, 2019. 

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