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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,

Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) (Jointly Administered) 

REQUEST FOR ENTRY OF ORDER BY 

DEFAULT ON MOTION OF DEBTORS 

PURSUANT TO 11 U.S.C. §§ 363 AND 

105(a) FOR AN ORDER APPROVING 

TERMS OF EMPLOYMENT FOR NEW 

CHIEF EXECUTIVE OFFICER AND 

PRESIDENT OF PACIFIC GAS AND 

ELECTRIC COMPANY 

[Relates to Dkt. No. 4060] 

Date: October 22, 2019 

Time: 10:00 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: 

 October 15, 2019 at 4:00 p.m. (PT)

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# 4254 Filed: 10/17/19 Entered: 10/17/19 14:35:14 Page 1 of

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

REQUEST FOR ENTRY OF ORDER BY DEFAULT 

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 abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), hereby request, pursuant to Rule 9014-1(b)(4) of 

the Bankruptcy Local Rules for the United States District Court for the Northern District of California, 

as made applicable to these Chapter 11 Cases by the Second Amended Order Implementing Certain 

Notice and Case Management Procedures entered on May 14, 2019 [Dkt No. 1996] (“Case 

Management Order”), that the Court enter an order by default on the Motion of Debtors Pursuant to 

11 U.S.C. §§ 363 and 105(a) for an Order Approving Terms of Employment for New Chief Executive 

Officer and President of Pacific Gas and Electric Company [Dkt. No. 4060] (the “Motion”). 

RELIEF REQUESTED IN THE MOTION 

The Motion seeks entry of an order approving the terms of employment for Andrew M. 

Vesey as Chief Executive Officer (“CEO”) and President of the Utility. A proposed order (the 

“Original Proposed Order”) was attached as an exhibit to the Motion. 

NOTICE AND SERVICE 

A Notice of Hearing on Motion of Debtors Pursuant to 11 U.S.C. §§ 363 and 105(a) for 

an Order Approving Terms of Employment for New Chief Executive Officer and President of Pacific 

Gas and Electric Company was filed concurrently with the Motion on October 1, 2019 [Dkt. No. 4063] 

(the “Notice of Hearing”). The Motion, its supporting declarations of Dinyar Mistry and Lane T. 

Ringlee, and the Notice of Hearing were served as described in the Certificate of Service of Alain B. 

Francoeur filed on October 4, 2019 [Dkt. No. 4120]. 

The deadline to file responses or oppositions to the Motion has passed, and no oppositions 

have been filed with the Court or received by counsel for the Debtors. The Debtors have received 

informal comments on the Motion from the Official Committee of Unsecured Creditors (the “UCC”), 

the Official Committee of Tort Claimants (the “TCC”), and the United States Trustee (the “UST”). The 

Debtors have agreed to certain changes to the Original Proposed Order to address the comments of the 

UCC, TCC, and UST regarding (i) the requirements of AB 1054, (ii) the reporting of the calculations for 

the CEO’s performance-based compensation to the UCC (with a copy provided to the TCC), and (iii) a 

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

clarification that any severance due and payable during the Chapter 11 Cases will be made pursuant to 

section 503(c)(2) of the Bankruptcy Code. A revised form of proposed order (the “Revised Proposed 

Order”) reflecting these agreed upon changes is attached hereto as Exhibit A. A redline comparison of 

the Original Proposed Order and the Revised Proposed Order is attached hereto as Exhibit B. 

DECLARATION OF NO RESPONSE RECEIVED 

The undersigned hereby declares, pursuant to 28 U.S.C. § 1746, under penalty of perjury, 

that: 

1. I am an attorney of the firm of Keller & Benvenutti LLP, co-counsel for the 

Debtors. 

2. I have reviewed the Court’s docket in the Chapter 11 Cases and have determined 

that no response or opposition has been filed with respect to the Motion. 

3. This declaration was executed in San Francisco, California. 

WHEREFORE, the Debtors hereby request entry of the Revised Proposed Order 

substantially in the form attached hereto as Exhibit A, granting the Motion as set forth therein. 

Dated: October 17, 2019 

WEIL, GOTSHAL & MANGES LLP 

 KELLER & BENVENUTTI LLP 

/s/ Thomas B. Rupp 

 Thomas B. Rupp 

Attorneys for Debtors and Debtors in Possession

Case: 19-30088 Doc# 4254 Filed: 10/17/19 Entered: 10/17/19 14:35:14 Page 3 of

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