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

Exhibit A 

Proposed Order 

Case: 19-30088 Doc# 3345-1 Filed: 07/31/19 Entered: 07/31/19 18:46:03 Page 1

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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 UTILITY’S THIRD 

OMNIBUS MOTION TO ASSUME CERTAIN 

CONTRACT PRICE DISCOUNTED ENERGY 

PROCUREMENT 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). 

Case: 19-30088 Doc# 3345-1 Filed: 07/31/19 Entered: 07/31/19 18:46:03 Page 2

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

Upon the Third Omnibus Motion, dated [●], 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 EP Agreements with the counterparties 

identified in Exhibit B to the Motion, each as amended pursuant to the applicable EP Amendments, 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 Monardi 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 in the best interests of the 

Utility, its estate, creditors, shareholders, and all parties in interest; and represents a sound exercise of 

the Utility’s business judgment; 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. Each of the EP Amendments identified on Schedule 1 hereto is hereby approved and, 

subject to Paragraph 3 below, pursuant to section 365 of the Bankruptcy Code, the Utility’s assumption 

 

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

of each of the EP Agreements, as amended pursuant to the applicable EP Amendment, is hereby 

approved. 

3. The assumption of each of the EP Agreements, each as amended pursuant to the 

applicable EP Amendment, shall be subject to, and conditioned upon, the Utility obtaining CPUC 

approval of each of the EP Amendments as provided therein (“CPUC Approval”). In the event CPUC 

Approval is not timely obtained with respect to any EP Amendment (which milestone or deadline may 

be modified or amended as provided in the applicable EP Amendment), (i) the Utility shall file a notice 

with the Bankruptcy Court indicating that CPUC Approval has not been obtained with respect to the 

specific EP Agreement and EP Amendment, and (ii) assumption of the applicable EP Agreement shall 

be null and void with all of the applicable parties’ respective rights reserved. 

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 necessary or appropriate to 

perform all obligations contemplated under the EP Agreements, as amended by the EP Amendments. 

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# 3345-1 Filed: 07/31/19 Entered: 07/31/19 18:46:03 Page 4

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

Schedule 1 

Counterparty EP Agreement EP Amendment Cure Amount 

Hummingbird 

Energy Storage, 

LLC

Energy Storage Resource Adequacy 

Agreement dated June 1, 2018, as 

previously amended by letters dated 

October 11, 2018, November 27, 2018 

and March 28, 2019.

Amendment to 

Energy Storage Resource Adequacy 

Agreement dated July 31, 2019. 

$0 

mNOC AERS 

LLC

Behind the Retail Meter Capacity 

Storage Agreement dated June 1, 2018, 

as previously amended by letters dated 

October 11, 2018 and November 27, 

2018.

Amendment to 

Capacity Storage Agreement dated July 

31, 2019. 

$0 

Re Gaskell West 

3 LLC

Power Purchase Agreement dated 

September 22, 2017.

Amendment to 

Power Purchase Agreement dated July 

31, 2019.

$0 

Re Gaskell West 

4 LLC

Power Purchase Agreement dated 

September 22, 2017.

Amendment to 

Power Purchase Agreement dated July 

31, 2019.

$0 

Re Gaskell West 

5 LLC

Power Purchase Agreement dated 

September 22, 2017.

Amendment to 

Power Purchase Agreement dated July 

31, 2019.

$0 

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