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

EXHIBIT A

Redline Comparison

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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In re:

PG&E CORPORATION

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Bankruptcy Case

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

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

§ 365(a), FED. R. BANKR. P. 6006, AND

B.L.R. 6006-1 APPROVING ASSUMPTION OF

CERTAIN REAL PROPERTY LEASES

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

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 October 22, 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

(collectively, “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 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 Real Property Leases with the Lessors 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]), the Williams 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 reflects the sound business judgment of the Utility and 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,

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

Property Leases in Schedule 1 annexed to this Order is hereby approved, effective as of the date of

entry of this Order.

3. Assumption of the Real Property Leases shall be effective notwithstanding a dispute

over the proposed Cure Payment or payment to remove a Lien. The Utility is authorized to and shall

(i) promptly pay any Cure Payments as soon as practicable after assumption of the Real Property

Leases, and (ii) remove any Liens on the Leased Properties (including, if necessary, by payments to

the holders of Liens as authorized by the Lien Order). Any disputed Cure Payment or payment to

remove a Lien must be paid promptly after the earlier of the date (a) on which the Utility and the

applicable Lessor agree to such amounts and (b) specified in a final and non-appealable order

entered by this Court determining such amounts.

4. Following the payment of the Cure Payment and the removal of the Liens, the nondebtor parties to the Real Property Leases shall be forever barred, estopped, and permanently

enjoined from asserting against the Utility, its successors or assigns, or its property, any default

existing under the Real Property Leases as of the date hereof.

5. Nothing in the Motion or this Order, nor as a result of any payment made pursuant to

this Order, shall impair, prejudice, waive or otherwise affect the rights of the Utility and its estate to

subsequently assign any of the Real Property Leases pursuant to, and in accordance with, the

requirements of section 365 of the Bankruptcy Code.

6. 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 under the Real Property Leases.

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7. The Utility is authorized to take all steps necessary or appropriate to carry out this

Order.

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 **

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1011121314151617181920212223

Enerland, LLC Amended and Restated Ground Sublease, dated January

15, 2008, originally between Enerland, LLC and E & LWestcoast, LLC, (the “Sublease”) assigned to the Utility

pursuant to the terms of (i) that certain Assignment of

Sublease dated January 15, 2008, by and among theUtility and E & L Westcoast, LLC; (ii) that certain NonDisturbance, Attornment, Consent and EstoppelAgreement dated January 15, 2008 by and among theUtility, Leo M. Holthouse and Diane M. Holthouse,trustees of the Holthouse Family Trust, Leo M.Holthouse, as trustee of the Wilfred E. HolthouseTestamentary Trust, Enerland, LLC, and E & LWestcoast, LLC, and (iii) that certain Purchase and SaleAgreement dated November 9, 2007, as amended onJanuary 15, 2008, by and among the Utility, Enerland,LLC, E & L Westcoast, LLC, and E & L WestCoastWestcoast Holdings, LLC.

The property in County of ColuCalifornia, asdescribed in ExB of the Subleawith sucheasements asdescribed in ExC of the Sublea

No Lessor2 PGE Starpoint, LLC, a Delaware limited

liability company; PGE 1, LLC, a Delawarelimited liability company; PGE 2, LLC, aDelaware limited liability company; PGE 3,LLC, a Delaware limited liability company;PGE 4, LLC, a Delaware limited liabilitycompany; PGE 5, LLC, a Delaware limitedliability company; PGE 6, LLC, a Delawarelimited liability company; PGE 7, LLC, aDelaware limited liability company; PGE 8,

Lease dated March 24, 1988, as amended by the certainFirst Amendment of Lease and Certificate of TermCommencement Date dated as of August 7, 1989, assupplemented by that certain Letter Agreement dated asof January 25, 1990, as amended by that certain SecondAmendment of Lease dated as of July 16, 2004, that

certain Third Amendment of Lease dated as ofSeptember 17, 2004, that certain Fourth Amendment ofLease dated as of October 13, 2004, that certain FifthAmendment of Lease dated as of June 1, 2014, that

650 O Street & P Street, FresnoCalifornia

Real Property Lease Leased Proper

SCHEDULE 12

1

2 Inclusion of any lease, contract, or agreement on this Schedule 1 shall not constitute an admission as to the determination of the 

contract, or agreement (including whether any such lease, contract, or agreement is an unexpired lease of nonresidential real propearrangement), and the Utility reserves all of its rights to reclassify or recharacterize any such lease, contract, or agreement listed on this 

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LLC, a Delaware limited liability company;PGE 9, LLC, a Delaware limited liabilitycompany; PGE 10, LLC, a Delaware limitedliability company; PGE 11, LLC, a Delawarelimited liability company; PGE 12, LLC, aDelaware limited liability company; PGE 13,LLC, a Delaware limited liability company;PGE 14, LLC, a Delaware limited liabilitycompany; PGE 15, LLC, a Delaware limitedliability company; PGE 16, LLC, a Delawarelimited liability company; PGE 17, LLC, aDelaware limited liability company; PGE 18,LLC, a Delaware limited liability company;PGE 19, LLC, a Delaware limited liabilitycompany; PGE 20, LLC, a Delaware limitedliability company; PGE 21, LLC, a Delawarelimited liability company, and PGE 26, LLC, aDelaware limited liability company, all astenants in common

certain Sixth Amendment of Lease dated July 15, 2015,and that certain Seventh Amendment of Lease dated

November 19, 2015, as may be extended at the Utility’s

option on or before November 30, 2019.Real Property Lease Leased Proper

No Lessor 

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Intelligent Table Comparison: Active

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