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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) 

ORDER PURSUANT TO 11 U.S.C § 365(a), FED. 

R. BANKR. P. 6006, AND

B.L.R. 6006-1 (I) APPROVING THE UTILITY’S 

ASSUMPTION OF CONTRACTS IN 

CONNECTION WITH THE COMMUNITY 

PIPELINE SAFETY INITIATIVE AND (II) 

GRANTING RELATED RELIEF

 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).

Signed and Filed: August 13, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

August 13, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 3537 Filed: 08/13/19 Entered: 08/13/19 17:46:10 Page 1 of

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

Upon the Motion, dated July 24, 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(d) 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 CPSI Agreements with the counterparties 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]), and the Echols Declaration; and no objections having been filed 

to the Motion; and the Creditors’ Committee having filed the Statement of the Official Committee of 

Unsecured Creditors in Support of the Second Omnibus Motion of the Debtors Pursuant to 11 U.S.C § 

365(a), Fed. R. Bankr. P. 6006, and B.L.R. 6006-1 (i) Approving the Utility’s Assumption of Contracts 

in Connection with the Community Pipeline Safety Initiative and (ii) Granting Related Relief [Docket. 

No. 3384]; 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 upon 

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

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1

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

terms in the Motion. 

Case: 19-30088 Doc# 3537 Filed: 08/13/19 Entered: 08/13/19 17:46:10 Page 2 of

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

1. The Motion is granted as provided herein.

2. Pursuant to section 365 of the Bankruptcy Code, the Utility’s assumption of the CPSI

Agreements listed in Schedule 1 annexed to this Order is hereby approved. 

3. To the extent there any defaults, whether monetary or non-monetary, under the CPSI

Agreements, the Utility is authorized to promptly cure any such defaults in accordance with section 

365(b)(1)(A) of the Bankruptcy Code. 

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 reasonably necessary or 

appropriate to perform all obligations contemplated under the CPSI Agreements. 

5. The Utility is authorized to file the Motion as an omnibus motion pursuant to Bankruptcy

Rule 6006(e). 

6. The Utility’s compliance with Bankruptcy Rule 6006(f) is sufficient, and the requirement

to list the parties to the CPSI Agreements alphabetically in the Motion pursuant to Bankruptcy Rule 

6006(f)(2) is waived. 

7. The Utility is authorized to take all necessary actions to effectuate the relief granted

pursuant to this Order in accordance with the Motion. 

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 ** 

Case: 19-30088 Doc# 3537 Filed: 08/13/19 Entered: 08/13/19 17:46:10 Page 3 of

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