MOTION TO PAY SHIPPERS, WAREHOUSEMEN,

AND OTHER LIEN CLAIMANTS – EXHIBIT A

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Exhibit A

[PROPOSED] Interim Order

Case: 19-30088 Doc# 13-1 Filed: 01/29/19 Entered: 01/29/19 01:05:20 Page 1 of

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MOTION TO PAY SHIPPERS, WAREHOUSEMEN,

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice pending)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice pending)

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice pending)

(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,

Debtor.

Tax I.D. No. 94-3234914

Case Nos. 19 - _______ (___)

19 - _______ (___)

Chapter 11

[PROPOSED] INTERIM ORDER PURSUANT 

TO 11 U.S.C. §§ 105(a), 363(b), AND 503(b) AND 

FED. R. BANKR. P. 6003 AND 6004 

(I) AUTHORIZING THE DEBTORS TO PAY

PREPETITION OBLIGATIONS OWED TO 

SHIPPERS, WAREHOUSEMEN, AND OTHER 

LIEN CLAIMANTS, AND (II) GRANTING 

ADMINISTRATIVE EXPENSE PRIORITY 

STATUS FOR CLAIMS ARISING FROM 

GOODS DELIVERED TO THE DEBTORS 

POSTPETITION

Date:

Time:

Place:

In re:

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtor.

Tax I.D. No. 94-0742640

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MOTION TO PAY SHIPPERS, WAREHOUSEMEN,

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Upon the Motion, dated _______, 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 

(the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), pursuant to sections 

105(a), 363(b), and 503(b) 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”), (i) for interim 

and final authority to pay the prepetition claims (the “Lien Claims”) of certain third-party shippers, 

warehousemen, vendors, and other service providers or contractors that may be permitted to assert 

statutory or possessory liens against the Debtors’ property and equipment if the Debtors fail to pay the 

prepetition amounts owed to those parties for their various goods and services (collectively, the “Lien 

Claimants”), and (ii) granting administrative priority status to all undisputed obligations of the Debtors 

owing to third-party vendors and suppliers arising from the postpetition delivery of goods ordered prior 

to the Petition Date and authorizing the Debtors to pay such obligations in the ordinary course of 

business, 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 the Court having found and determined that notice of the 

Motion as provided to the parties listed therein is reasonable and sufficient under the circumstances, 

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 

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

terms in the Motion.

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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.

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

the Bankruptcy Code, to satisfy prepetition Lien Claims in the ordinary course of business, 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 $25,800,000

pending entry of a final order on the Motion.

3. The Debtors are authorized, but not directed, to pay Lien Claimants, regardless of 

whether their Lien Claims arose prior to or after the Petition Date; provided, however, that no such 

payment shall be deemed to be a waiver of rights regarding the extent, validity, perfection, or possible 

avoidance of any such liens.

4. For any payments made to Lien Claimants, the Lien Claimants receiving the payments 

shall take whatever action is necessary to remove such liens, if any, at such Lien Claimant’s sole cost 

and expense.

5. All undisputed obligations of the Debtors arising from the postpetition delivery or 

shipment of goods by Vendors to the Debtors’ facilities under the Prepetition Orders are granted 

administrative expense priority status pursuant to section 503(b)(1)(A) of the Bankruptcy Code, and 

the Debtors are authorized to pay such obligations in the ordinary course of business consistent with 

the Debtors’ customary practices in effect prior to the Petition Date. 

6. The Debtors shall maintain a matrix summarizing (i) the name of each Lien Claimant 

paid on account of Lien Claims, (ii) the amount paid to each Lien Claimant on account of its Lien 

Claim, and (iii) the goods or services provided by such Lien Claimant. 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.

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7. 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 Lien 

Claims and the Prepetition Orders. 

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

new electronic funds transfers on account of the Lien Claims and the Prepetition Orders 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.

9. 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 lien or 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.

10. 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.

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

6003(b) have been satisfied.

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

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

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

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

Interim Order.

15. A final hearing to consider the relief requested in the Motion shall be held on _____, 

____ at ______ (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 _____, ____ at 4:00 p.m. (Prevailing Pacific 

Time).

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16. 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 **

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