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28 Keller & Benvenutti LLP 650 California Street, Suite 1900 San Francisco, CA 94108

EXHIBIT B

Redline Comparison

Case: 19-30088 Doc# 3658-2 Filed: 08/22/19 Entered: 08/22/19 12:45:32 Page 1

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Weil, Gotshal & Manges LLP

SAN FRANCISCO DIVISION

767 Fifth Avenue

New York, NY 10153-0119

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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)

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

 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).

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

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Upon the Third Omnibus Motion, dated [●]July 31, 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 ono objections to the Motion having been filed; 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.

1

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

terms in the Motion.

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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 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 **

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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

EP Amendment Cure Amount

Re Gaskell West

3 LLC

Power Purchase Agreement dated

September 22, 2017.

Amendment to

Power Purchase Agreement dated July

31, 2019.

$0

Schedule 1

Re Gaskell West

4 LLC

Power Purchase Agreement dated

September 22, 2017.

Amendment to

Power Purchase Agreement dated July

31, 2019.

$0

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,

December 26, 2018, and March 28,

2019, and the Site Amendment to the

Energy Storage Resource Adequacy

Agreement dated July 26, 2019.

Re Gaskell West

5 LLC

Power Purchase Agreement dated

September 22, 2017.

Amendment to

Power Purchase Agreement dated July

31, 2019.

$0

Amendment to

Energy Storage Resource Adequacy

Agreement dated July 31, 2019.

$0

Counterparty EP Agreement

mNOC AERS

LLC

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