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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit B

[PROPOSED] Order

Case: 19-30088 Doc# 3992-2 Filed: 09/24/19 Entered: 09/24/19 16:09:00 Page 1

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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

CRAVATH, SWAINE & MOORE LLP

Paul H. Zumbro (pro hac vice)

(pzumbro@cravath.com)

Kevin J. Orsini (pro hac vice)

(korsini@cravath.com)

Omid H. Nasab (pro hac vice)

(onasab@cravath.com)

825 Eighth Avenue

New York, NY 10019

Tel: 212 474 1000

Fax: 212 474 3700 

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,

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 11 U.S.C. 

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 6004 

AND 9019 (I) AUTHORIZING THE DEBTORS TO 

ENTER INTO RESTRUCTURING SUPPORT 

AGREEMENT WITH THE CONSENTING 

SUBROGATION CLAIMHOLDERS, 

(II) APPROVING THE TERMS OF SETTLEMENT 

WITH SUCH CONSENTING SUBROGATION 

CLAIMHOLDERS, INCLUDING THE ALLOWED 

SUBROGATION CLAIM AMOUNT, AND 

(III) GRANTING RELATED RELIEF

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). 

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Upon the Motion, dated September 24, 2019 [Docket No. [_]] (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 sections 363(b) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 6004 and 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), for entry of an order (i) authorizing the Debtors to enter into that certain Restructuring Support 

Agreement, dated as of September 22, 2019 (the “RSA”), among the Debtors and the Consenting 

Creditors parties thereto, (ii) approving the terms of the Subrogation Claims Settlement, including 

approval of the Allowed Subrogation Claim Amount and the payment of certain fees and expenses of 

the Ad Hoc Professionals as set forth below, and (iii) granting related relief, 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, the 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 this

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 and the Wells Declaration; and the Court having held a hearing to 

consider 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 represents a sound exercise of the Debtors’ business judgment and is in the best interests of the 

Debtors, their estates, creditors, shareholders, and all parties in interest; and upon the record of all of the 

proceedings had before this Court and after due deliberation and sufficient cause appearing therefor,

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

in the Motion. 

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IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein. 

2. The RSA, including the Subrogation Term Sheet and the Subrogation Claims Settlement 

encompassed therein, represent a valid exercise of the Debtors’ business judgment and, pursuant to 

sections 363(b) and 105(a) of the Bankruptcy Code, is hereby approved in its entirety. 

3. The Debtors are authorized to enter into an perform under the RSA, including the 

Settlement Term Sheet and the Subrogation Claims Settlement encompassed therein, and execute and 

deliver all instruments and documents and take any additional actions as are necessary or appropriate to 

implement and effectuate the entry into and performance under the RSA, including any transactions 

contemplated therein.

4. The RSA may be modified, amended, or supplemented by the Parties thereto, solely in 

accordance with the terms thereof, without further Order of the Court. The Debtors shall provide notice 

of any such modification, amendment, or supplement to the U.S. Trustee and counsel to each of the 

Committees within five (5) Business days thereof.

5. The failure to describe specifically or include any particular provision of the RSA or 

related documents in the Motion or this Order shall not diminish or impair the effectiveness of such 

provision, it being the intent of this Court that the RSA be approved in its entirety (including any exhibits 

or attachments thereto, except, for the avoidance of doubt, the Plan attached as Exhibit B to the RSA).

6. Pursuant to Bankruptcy Rule 9019, the Subrogation Claims Settlement is hereby 

approved, including, without limitation, (a) the Allowed Subrogation Claim Amount in the aggregate 

amount of $11 billion, and (b) the ongoing payment of professional fees and expenses of the Ad Hoc 

Professionals, in each case subject to, and in accordance with, the RSA and the Settlement Term Sheet. 

7. The Subrogation Claims are hereby allowed in the aggregate amount of $11 billion. The 

allowance of the Subrogation Claims in the aggregate as set forth herein shall be binding in the Chapter 

11 Cases (including following conversion to cases under chapter 7 of the Bankruptcy Code or 

appointment of a chapter 7 or chapter 11 trustee) for all purposes including following termination or 

annulment of the RSA, except as expressly set forth in the RSA.

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8. Notwithstanding the provisions of Bankruptcy Rule 6004(h) or otherwise, this Order 

shall be immediately effective and enforceable upon its entry.

9. The Debtors are authorized to take all necessary actions to effectuate the relief granted 

pursuant to this Order in accordance with the Motion.

10. 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 **

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