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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 

APPROVING ASSUMPTION OF CERTAIN 

REAL PROPERTY LEASES 

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: September 25, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

September 25, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 4004 Filed: 09/25/19 Entered: 09/25/19 16:38:17 Page 1 of

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

Upon the Motion, dated August 27, 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 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 Debtors’ assumption of certain Real Property Leases, 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 Redford Declaration, the Williams Declaration, and the response filed to the Motion [Docket 

No. 3859]; 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 Debtors 

and is in the best interests of the Debtors, 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. The Motion is granted as provided herein. 

1

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

terms in the Motion. 

Case: 19-30088 Doc# 4004 Filed: 09/25/19 Entered: 09/25/19 16:38:17 Page 2 of

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

2. Pursuant to section 365 of the Bankruptcy Code, the Debtors’ 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 Debtors are 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 (a) the date on which the Debtors and the applicable Lessor 

agree to such amounts and (b) in the event the parties cannot agree to such amounts, the date such 

amounts are specified in a final and non-appealable order entered by this Court. 

4. Following the payment of the Cure Payment and the removal of the Liens, the non-debtor 

parties to the Real Property Leases shall be forever barred, estopped, and permanently enjoined from 

asserting against the Debtors, their successors or assigns, or the property of any of them, 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 Debtors and their estates 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 Debtors are authorized to file the Motion as an omnibus motion pursuant to 

Bankruptcy Rule 6006(e), and the limitation on the Motion seeking assumption of no more than 100 

executory contracts or unexpired leases in Bankruptcy Rule 6006(f)(6) is waived. 

7. The Debtors are 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. 

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

Order. 

Case: 19-30088 Doc# 4004 Filed: 09/25/19 Entered: 09/25/19 16:38:17 Page 3 of

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9. 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# 4004 Filed: 09/25/19 Entered: 09/25/19 16:38:17 Page 4 of

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