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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1-2

[PROPOSED] Order - Redline

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice)

Ray C. Schrock, P.C. (pro hac vice)

(ray.schrock@weil.com)

(stephen.karotkin@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

Proposed 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 AND 105(a) AND

FED R. BANKR. P. 2002 ESTABLISHING

DE MINIMIS ASSET SALE PROCEDURES

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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1

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

terms in the Motion.

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Upon the Motion, dated _________August 18, 2019 [Docket No. __3575] (the

“Motion”),1 of 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

above-captioned chapter 11 cases (the “Chapter 11 Cases”), pursuant to sections 363 and 105(a)

and title 11 of the United States Code (the “Bankruptcy Code”) and Rule 2002 of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for an order authorizing the Debtors to

(a) sell or transfer certain assets in the ordinary course of the Debtors’ business and without further

order of the Court certain assets, including any rights or interests therein, that are no longer of any

use to the Debtors’ business and are of relatively de minimis value compared to the Debtors’ total

asset base (the “De Minimis Assets”; and the sales of such De Minimis Assets, the “De Minimis

Asset Sales”), and (b) pay all necessary fees and expenses incurred by the Debtors in connection

with the De Minimis Asset Sales; 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 Boken 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 in the best

interests of the Debtors, their estates, creditors, shareholders, and all parties in interest and

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represents a sound exercise of the Debtors’ 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.

2. The Debtors are authorized, but not directed, pursuant to sections 363 and

105(a) of the Bankruptcy Code and Bankruptcy Rule 2002, to sell deDe mMinimis aAssets, in

accordance with the following De Minimis Asset Sale Procedures:

a. De Minimis Asset Sales Less than or Equal to $1 million:

(i) (a) The Debtors are authorized to sell or transfer any De Minimis

Asset for total purchase price that is less than or equal to $1 million

(each sale, a “Non-Noticed De Minimis Asset Sale”), without further

Court approval and without providing notice of the Non-Noticed De

Minimis Sale to any party, whether by private sale or by auction. The

Debtors are further authorized to take any actions that are reasonable

and necessary to close theany Non-Noticed De Minimis Sale and

obtain the sale proceeds and pay any necessary fees and expenses

incurred in connection therewith, including paying all reasonable

commissions and fees to third-party sale agents, or auctioneers in

connection with theany Non-Noticed De Minimis Sale; and.

(b) If any of the De Minimis Assets to be sold or transferred by the Debtors

pursuant to a Non-Noticed De Minimis Asset Sale are encumbered by liens (other

than assets encumbered solely by liens granted in connection with the DIP Credit

Agreement), the Debtors will seek to obtain the consent of the applicable

lienholder(s). If the Debtors are unable to obtain the consent of the applicable

lienholder(s), the Debtors may seek to sell or transfer the encumbered De Minimis

Assets as a Noticed De Minimis Sale (as defined below) in accordance with the

procedures below.

b. De Minimis Asset Sales Greater than $1 million but Less than or Equal to

$15 million:

(i) (a) For any sale or transfer of De Minimis Assets where the total

aggregate purchase price is greater than $1 million but less than or

equal to $15 million (a “Noticed De Minimis Asset Sale”), the

Debtors shall file with the Court a notice of such transaction (the

“Transaction Notice”), substantially in the form annexed to the

Motion as Exhibit B and serve a copy thereof by electronic mail,

facsimile, overnight courier, or hand delivery on the Core Notice

Parties (as defined below), and such Transaction Notice shall be

transmitted by notice of electronic filing through CM/ECF to

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Registered Participants (as defined in the Bankruptcy Local Rules),

and uploaded to the docket page on the Debtors’ case website

maintained by Prime Clerk LLC. As set forth on Exhibit B to the

Motion, each Transaction Notice willshall include (ia) a description of

the De Minimis Asset proposed to be sold or transferred, (iib) the

identity of the purchaser or transferee and any relationship such party

has with the Debtors, (iiic) the identities of any lienholder(s) known to

the Debtors as holding liens on or with respect to the De Minimis

Asset, (ivd) the material economic terms and conditions of the

proposed De Minimis Asset Sale (which may be provided by attaching

the applicable contract or contracts to the Transaction Notice),

(ve) any proposed commission, fees, or other similar expenses to be

paid in connection with such transaction, and (vif) instructions

regarding the procedures for asserting an objection to the Noticed De

Minimis Asset Sale;

(ii) (b) The Debtors shall serve any Transaction Notice on (ia) counsel to

the DIP Agent, (iib) counsel to the Creditors Committee, (iiic) counsel

to the Tort Claimants Committee (ivd) the Office of the U.S. Trustee

for Region 17, (e) the California Department of Toxic Substances

Control and any other regulatory agency that may have jurisdiction

with respect to the proposed transaction, and (vf) any other creditors

holding liens on the De Minimis Assets subject to the proposed

transaction (collectively, the “Core Notice Parties”). The Debtors

shall not be required to serve any Transaction Notice on any other

parties and no further or additional notice of the proposed Noticed De

Minimis Asset Sale shall be required;

(iii) (c) The Core Notice Parties shall have fifteen (15) calendar days after

service of a Transaction Notice to file and serve any objections to a

Noticed De Minimis Asset Sale (the “Notice Period”);

(iv) (d) If any material economic term of a Noticed De Minimis Asset Sale

is amended or revised after transmittal of the Transaction Notice, but

prior to the expiration of the Notice Period, the Debtors shall serve a

revised Transaction Notice on the Core Notice Parties describing the

material economic terms to be amended or revised. If a revised

Transaction Notice is required, the Notice Period shall be extended for

an additional five (5) calendar days;

(v) (e) Any objection to a Noticed De Minimis Asset Sale (each, an

“Objection”) must: (ia) be in writing; (iib) set forth the name of the

objecting party; (iiic) provide the basis for the Objection and the

specific grounds therefor; (ivd) be filed electronically with the Court;

and (ve) be served on (1) the Debtors, (2) Weil, Gotshal & Manges

LLP, 767 Fifth Avenue, New York, New York 10153 (Attn: Stephen

Karotkin, Esq. and Jessica Liou, Esq.), as counsel to the Debtors, and

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(3) Keller & Benvenutti LLP, 650 California Street, Suite 1900, San

Francisco, CA 94108 (Attn: Tobias S. Keller, Esq. and Jane Kim,

Esq.), as co-counsel to the Debtors, all in accordance with the

procedures set forth in the Second Amended Order Implementing

Certain Notice and Case Management Procedures [Docket No. 1996]

(the “Case Management Order”), so as to be received on or before

4:00 p.m. (Pacific Time) on the last day of the Notice Period;

(vi) (f) If an Objection is properly filed and served: (ia) the Objection shall

be deemed a request for a hearing on the Noticed De Minimis Asset

Sale and the Objection shall be heard at the next scheduled omnibus

hearing in these Chapter 11 Cases that is at least ten (10) calendar days

after service of the Objection (provided that the Debtors reserve the

right to seek a hearing prior to such time); and (iib) the Noticed De

Minimis Asset Sale may not proceed absent (1) withdrawal of the

Objection or (2) entry of an Order by the Court approving the Noticed

De Minimis Asset Sale;

(vii) (g) If no Objection is timely filed and served, (1a) such Noticed De

Minimis Asset Sale shall be deemed final and fully authorized by the

Court, and no additional or further notice or Court approval to

consummate the Noticed De Minimis Asset Sale shall be required, and

(2b) the Debtors shall be authorized to take any actions that are

reasonable and necessary to close the Noticed De Minimis Sale and

obtain the sale proceeds and pay any necessary fees and expenses

incurred in connection therewith, including paying all reasonable

commissions and fees to third-party sale agents, or auctioneers in

connection with the Noticed De Minimis Sale; and

(viii) (h) The Debtors may consummate a Noticed De Minimis Asset Sale

prior to expiration of the Notice Period only if they obtain written

consent to such Noticed De Minimis Asset Sale from each party that

received a Transaction Notice.

3. All buyers shall take each De Minimis Asset sold by the Debtors pursuant to

the De Minimis Asset Sale Procedures subject to the terms of the documentation executed in

connection with the applicable De Minimis Asset Sale, which documentation may (but is not required

to) include provisions that the buyers are taking the De Minimis Assets “as is” and “where is,”

without any representations or warranties from the Debtors as to the quality or fitness of such De

Minimis Assets. Buyers shall, however, take title to the (i) Non-Noticed Except to the extent

authorized in connection with the DIP Credit Agreement, the Debtors are authorized, pursuant to

these De Minimis Asset Sales Procedures, to sell or transfer De Minimis Assets that are encumbered

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2 For purposes of this Order, and all matters related thereto, “Northern California Fires” include,

but are not limited to, the following fires: 37, Adobe, Atlas, Blue, Butte, Camp, Cascade, Cherokee,

Ghost Ship, Honey, La Porte, Lobo, Maacama, McCourtney, Norrbom, Nuns, Partrick, Pocket,

Point, Pressley, Pythian (a.k.a. Oakmont), Redwood, Sullivan, Sulphur, and Tubbs.

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by liens only with the consent of anythe applicable lienholder( and (ii) the Noticed De Minimis Assets

free and clear of any liens or encumbrances pursuant to section 363(f) of the Bankruptcy Codes). All

such liens or encumbrances shall attach to the proceeds of the applicable Noticed De Minimis Asset

Sale with the same validity, extent, and priority as had attached to the Noticed De Minimis Assets

immediately prior to such sale or transfer.

4. Sales and transfers of De Minimis Assets to “insiders,” as that term is defined

in section 101(31) of the Bankruptcy Code, are excluded from this Order.

5. 3. Sales or transfers of De Minimis Assets shall be deemed arms’ arm’s-length

transactions conducted in good faith and entitled to the protections of section 363(m) of the

Bankruptcy Code.

6. 4. The Debtors are authorized to take any action that is reasonable and

necessary to close a De Minimis Asset Sale and obtain the proceeds thereof, including, without

limitation, paying reasonable and necessary fees and expenses to agents and brokers.

7. 5. The De Minimis Asset Sale Notice substantially in the form annexed as

Exhibit B to the Motion is hereby authorized and approved.

8. Nothing in this Order shall authorize the Debtors to sell or transfer (a) any

equipment or other assets collected as evidence in the litigations relating to the Northern California

Fires; 2(b) any equipment or other assets from the incident locations of the Northern California Fires

that were in operation, or were otherwise present, at the location at the time of the Northern

California Fires; or (c) any equipment or other assets that constitute evidence subject to a

preservation obligation by rule, statute, or otherwise (including but not limited to documents,

physical books and records, and electronically stored information that may contain or constitute

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potentially relevant evidence to In re PG&E Corp. Sec. Litig., No. 18-3509 (N.D. Cal.), except to

the extent the Debtors retain originals or true copies thereof).

9. 6. Nothing in this Order or any sale pursuant to this Order releases, nullifies,

precludes or enjoins the enforcement of any liability to a governmental unit under police and

regulatory statutes or regulations (including but not limited to environmental laws or regulations),

and any associated liabilities for penalties, damages, cost recovery, or injunctive relief that any entity

would be subject to as the owner, lessor, lessee, or operator of the property after the date of entry of

this Order. Nothing in this Order or any sale pursuant to this Order shall in any way diminish the

obligation of any entity, including the Debtors, to comply with environmental laws.

10. Nothing in this Order or any sale pursuant to this Order authorizes the transfer

to the purchaser of any governmental licenses, permits, registrations, authorizations or approvals

without the purchaser’s compliance with all applicable legal requirements under non bankruptcy law

governing such transfers.

11. 8. Conveyance documents effectuating sales pursuant to this Order may, but

are not required to, state that such sale is authorized by and subject to this Order.

12. 9. Notwithstanding anything in the Motion or this Order to the contrary, any

De Minimis Asset Sale consummated by the Debtors shall be subject to the DIP Credit Agreement in

all respects.

13. For the avoidance of doubt, the Debtors shall not sell, transfer, or otherwise

assign any insurance policies or related agreements providing coverage to the Debtors pursuant to

these De Minimis Asset Sale Procedures except in accordance with the terms of such policies and

agreements and applicable law.

14. 10. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be

immediately effective and enforceable upon its entry, and no further or additional waivers of the

fourteen-day stay of Bankruptcy Rule 6004(h) shall be required for the Debtors to consummate any

De Minimis Asset Sale, subject to compliance with the De Minimis Asset Sale Procedures.

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15. 11. The Debtors are authorized to take all steps necessary or appropriate to

carry out this Order.

16. 12. This Court shall retain jurisdiction to hear and determine all matters arising

from or related to the implementation, interpretation, or enforcement of this Order.

Dated: September 10, 2019

Accepted and Agreed to:

LOWENSTEIN SANDLER LLP

MICHELSON LAW GROUP 

/s/ Andrew Behlmann______________

Name: Andrew Behlmann

Bankruptcy Counsel to Lead Plaintiff and Class

**END OF ORDER**

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