INTERIM ORDER AUTHORIZING DEBTORS TO PAY 

SAFETY AND RELIABILITY PROVIDERS 

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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.

Case Nos. 19 - 30088 (DM) 

 19 - 30089 (DM) 

Chapter 11 

INTERIM ORDER PURSUANT TO 11 U.S.C. 

§§ 105(a), 363(b), AND 503(b)(9) AND FED. R. 

BANKR. P. 6003 AND 6004 AUTHORIZING 

DEBTORS TO PAY PREPETITION 

OBLIGATIONS OWED TO CERTAIN 

SAFETY AND RELIABILITY, OUTAGE, 

AND NUCLEAR FACILITY SUPPLIERS □ 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# 213 Filed: 01/31/19 Entered: 01/31/19 18:37:30 Page 1 of 5
INTERIM ORDER AUTHORIZING DEBTORS TO PAY 

SAFETY AND RELIABILITY PROVIDERS

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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), and 503(b)(9) 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 interim and final authority to pay the prepetition claims 

(the “Operational Integrity Supplier Claims”) of certain vendors, suppliers, service providers, and 

other similar parties and entities that are essential to protecting the public health and safety and 

maintaining the going-concern value and integrity of the Debtors’ businesses and operations (the 

“Operational Integrity Suppliers”), 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 (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 due and proper notice of the Motion 

having been provided to the parties listed therein, 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. 

 

1

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

terms in the Motion. 

Case: 19-30088 Doc# 213 Filed: 01/31/19 Entered: 01/31/19 18:37:30 Page 2 of 5
INTERIM ORDER AUTHORIZING DEBTORS TO PAY 

SAFETY AND RELIABILITY PROVIDERS

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2. The Debtors are authorized, but not directed, pursuant to sections 105(a), 363(b), and 

503(b)(9) of the Bankruptcy Code, to satisfy Operational Integrity Supplier Claims, upon such terms 

and in the manner provided in this Interim Order and the Motion; provided, however, that the 

prepetition amounts authorized to be paid pursuant to this paragraph shall not exceed $30,100,000 

pending entry of a final order on the Motion (the “Interim Operational Integrity Supplier Cap”). 

3. The Debtors are authorized, but not directed, to pay the 503(b)(9) Claims of any 

Operational Integrity Supplier to the extent the Debtors determine it is necessary and appropriate in 

accordance with the procedures and protocol provided in this Interim Order and in the Motion; 

provided, however, any amounts paid by the Debtors in satisfaction of such 503(b)(9) Claims shall not 

be included in or subject to the Interim Operational Integrity Supplier Cap. 

4. The Debtors shall only make payment on account of an Operational Integrity Supplier 

Claim to an Operational Integrity Supplier that agrees to continue to supply goods or services to the 

Debtors on Customary Trade Terms or such other terms that are individually agreed to by the Debtors 

and such Operational Integrity Supplier. 

5. The Debtors shall undertake all appropriate efforts to cause Operational Integrity 

Suppliers to enter into an agreement (the “Vendor Agreement”) with the Debtors, substantially in the 

form annexed to the Motion as Exhibit B. 

6. The Debtors are authorized, but not required, to enter into Vendor Agreements when the 

Debtors determine, in the exercise of their reasonable business judgment, that it is appropriate and 

feasible to do so; provided, however, that the Debtors’ inability to enter into a Vendor Agreement shall 

not preclude them from paying an Operational Integrity Supplier Claim when, in the exercise of their 

reasonable business judgment, such payment is necessary to the Debtors’ operations. 

7. If the Debtors, in their discretion, determine that an Operational Integrity Supplier has 

not complied with the terms and provisions of the Vendor Agreement or has failed to continue to 

comply with the Customary Trade Terms or such other terms that are individually agreed to by the 

Debtors and such Operational Integrity Supplier, the Debtors may terminate a Vendor Agreement, 

together with the other benefits to the Operational Integrity Supplier as contained in this Interim Order; 

provided, however, that the Vendor Agreement may be reinstated if (i) such determination is 

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INTERIM ORDER AUTHORIZING DEBTORS TO PAY 

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subsequently reversed by the Court for good cause shown after notice and a hearing following a Motion 

from the Operational Integrity Supplier, (ii) the underlying default of the Vendor Agreement is fully 

cured by the Operational Integrity Supplier not later than five (5) business days after the Debtors 

provide notice of such default, or (iii) the Debtors, in their discretion, reach an agreement with the 

Operational Integrity Supplier. 

8. If a Vendor Agreement is terminated as set forth above, or if an Operational Integrity 

Supplier that has received payment of a prepetition claim later refuses to continue to supply goods or 

services in compliance with the Vendor Agreement or as otherwise agreed with the Debtors, then the 

Debtors reserve their rights to and may seek approval of this Court to (i) deem any such payment to 

apply to postpetition amounts payable to such Operational Integrity Supplier, if applicable, or (ii) take 

any and all appropriate steps to cause such Operational Integrity Supplier to repay payments made to 

it on account of its Operational Integrity Supplier Claim to the extent that such payments exceed the 

postpetition amounts then owing to such Operational Integrity Supplier. The Operational Integrity 

Supplier Claim shall then be reinstated in such an amount so as to restore the Debtors and the 

Operational Integrity Supplier to their original positions as if the Vendor Agreement had never been 

entered into and the payment of the Operational Integrity Supplier Claim had not been made. 

9. The Debtors shall maintain a matrix summarizing (i) the name of each Operational 

Integrity Supplier paid, (ii) the amount paid to each Operational Integrity Supplier on account of its 

Operational Integrity Supplier Claim (and any 503(b)(9) Claims), and (iii) the goods or services 

provided by such Operational Integrity Supplier. This matrix shall be provided, upon request, to the 

Office of the United States Trustee and the professionals retained by any official committee appointed 

in the Chapter 11 Cases; provided, that the professionals for any such committee shall keep the matrix 

confidential and shall not disclose any of the information in the matrix to anyone, including any 

member of such committee, without prior written consent of the Debtors. 

10. 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 

Operational Integrity Supplier Claims. 

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INTERIM ORDER AUTHORIZING DEBTORS TO PAY 

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

new electronic funds transfers on account of the Operational Integrity Supplier Claims 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. 

12. 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. 

13. 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. 

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

6003(b) have been satisfied. 

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

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

Interim Order shall be immediately effective and enforceable upon its entry. 

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

Interim Order. 

18. 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). 

19. 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# 213 Filed: 01/31/19 Entered: 01/31/19 18:37:30 Page 5 of 5