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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 13

Proposed Utilities Order

Case: 19-30088 Doc# 491-13 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 1

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ORDER APPROVING ADEQUATE ASSURANCE 

PROCEDURES FOR UTILITY PROVIDERS

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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)

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,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO 11 

U.S.C. §§ 366 AND 105(a) APPROVING 

DEBTORS’ PROPOSED FORM OF 

ADEQUATE ASSURANCE OF PAYMENT TO 

UTILITY PROVIDERS, (II) ESTABLISHING 

PROCEDURES PROVIDING ADEQUATE 

ASSURANCE AND RESOLVING 

OBJECTIONS OF UTILITY PROVIDERS, AND 

(III) PROHIBITING UTILITY PROVIDERS 

FROM ALTERING, REFUSING, OR 

DISCONTINUING UTILITY SERVICE

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). 

Case: 19-30088 Doc# 491-13 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 2

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ORDER APPROVING ADEQUATE ASSURANCE 

PROCEDURES FOR UTILITY PROVIDERS

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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Upon the Motion, dated January 29, 2019 (the “Motion”), 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 366 and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”), for entry of an order (i) approving the Debtors’ proposed form of adequate assurance of 

payment for postpetition Utility Services; (ii) establishing procedures for providing adequate assurance 

and resolving objections of Utility Providers relating to the adequacy of the proposed adequate 

assurance; and (iii) prohibiting the Utility Providers from altering, refusing, or discontinuing service to, 

or discriminating against, the Debtors because of the commencement of the Chapter 11 Cases or a debt 

that is owed by the Debtors for Utility Services rendered prior to the Petition Date, 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 Rule 5011-1(a) of the Bankruptcy Local Rules 

for the United States District Court for the Northern District of California; 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 and the Wells Declaration (as amended on February 2, 2019 [Docket No. 263]); 

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 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 Proposed Adequate Assurance is hereby approved and is deemed adequate assurance 

of payment as the term is used in section 366 of the Bankruptcy Code. 

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ORDER APPROVING ADEQUATE ASSURANCE 

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3. The following Adequate Assurance Procedures to be utilized in connection with the 

Proposed Adequate Assurance are approved:

(a) The Debtors shall fax, e-mail, serve by overnight mail, or otherwise expeditiously 

send a copy of this Order to each Utility Provider on the Utility Service List 

within three (3) business days after entry of this Order.

(b) The Debtors shall deposit the Adequate Assurance Deposit in the amount of 

$4,800,000 into a segregated, interest-bearing bank account (the “Adequate 

Assurance Account”) within five (5) business days of entry of this Order; 

provided, that to the extent any Utility Provider receives any additional assurance 

of payment as set forth herein, the Debtors may reduce the Adequate Assurance 

Deposit maintained in the Adequate Assurance Account by such amount.

(c) The portion of the Adequate Assurance Deposit attributable to each Utility 

Provider shall be returned to the Debtors on the earlier of (i) the date on which 

the Debtors have terminated the services from such provider and have satisfied 

in full all postpetition obligations due and owing to the applicable Utility Provider 

and (ii) the effective date of a plan of reorganization in the Chapter 11 Cases, if 

not applied earlier.

d. Any Utility Provider not satisfied with the Proposed Adequate Assurance must 

serve a written request for additional assurance (an “Additional Assurance 

Request”) on the following parties: (i) the Debtors, 77 Beale Street, San 

Francisco, CA 94105 (Attn.: Mari Becker and Nicholas Bijur); (ii) Weil, Gotshal 

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

Karotkin, Esq. and Rachael Foust, Esq.); and (iii) Keller & Benvenutti, 650 

California Street, Suite 1900, San Francisco, CA 94108 (Attn: Tobias S. Keller, 

Esq. and Jane Kim, Esq.) (collectively, the “Adequate Assurance Notice 

Parties”).

e. Any Additional Assurance Request must (i) be made in writing, (ii) set forth the 

location for which Utility Services are provided, (iii) include a summary of the 

Debtors’ payment history relevant to the affected account(s), including the 

amounts of any security deposits, and (iv) set forth an explanation of why the 

Utility Provider believes the Proposed Adequate Assurance is not sufficient 

adequate assurance of future payment.

f. Any Additional Assurance Request must be made and actually received by the 

Adequate Assurance Notice Parties by no later than twenty (20) days after entry 

of this Order, or such greater period as may be agreed to by the Debtors and the 

relevant Utility Provider. If a Utility Provider fails to timely file and serve an 

Additional Assurance Request, it shall be: (i) deemed to have received adequate 

assurance of payment “satisfactory” to such Utility Provider in compliance with 

section 366 of the Bankruptcy Code; and (ii) forbidden to discontinue, alter, or 

refuse service to, or discriminate against, the Debtors on account of any unpaid 

prepetition charges, or require additional assurance of payment other than the 

Proposed Adequate Assurance.

g. Upon receipt by the Adequate Assurance Notice Parties of any Additional 

Assurance Request as set forth above, the Debtors shall have the greater of 

(i) twenty (20) days from the receipt of such Additional Assurance Request, and 

(ii) thirty (30) days from entry of this Order (the “Resolution Period”) to 

negotiate with such Utility Provider to resolve such Utility Provider’s Additional 

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Assurance Request, or such greater period as may be agreed to by the Debtors 

and the relevant Utility Provider.

h. If the Debtors, in their sole discretion, determine that an Additional Assurance 

Request or any consensual agreement reached in connection therewith is 

reasonable, the Debtors may resolve any Additional Assurance Request without 

further order of the Court, and may, in connection with any such agreement, in 

their sole discretion, provide a Utility Provider with additional adequate 

assurance of future payment, including but not limited to cash deposits, 

prepayments or other forms of security.

i. If the Debtors determine that the Additional Assurance Request is not reasonable 

and are not able to reach a resolution with the Utility Provider during the 

Resolution Period, the Debtors, during or immediately after the Resolution 

Period, shall schedule a hearing before this Court to determine the adequacy of 

assurances of payment with respect to such Utility Provider (the “Determination 

Hearing”) pursuant to section 366(c)(3) of the Bankruptcy Code. 

j. Pending resolution of a disputed Additional Assurance Request at the 

Determination Hearing, the relevant Utility Provider shall be prohibited from 

discontinuing, altering, or refusing service to the Debtors on account of unpaid 

charges for prepetition services or on account of any objections to the Proposed 

Adequate Assurance.

5. Absent compliance with the procedures set forth in the Motion and this Order, the Utility 

Providers are prohibited from altering, refusing, or discontinuing service on account of any unpaid 

prepetition charges and are deemed to have received adequate assurance of payment in compliance with 

section 366 of the Bankruptcy Code.

6. The Debtors are authorized, in their sole discretion, to amend the Utility Service List to 

add or delete any Utility Provider, and this Order shall apply to any Utility Provider that is subsequently 

added to the Utility Service List. In addition, the Debtors may terminate the services of any Utility 

Provider and are immediately authorized to reduce the Adequate Assurance Deposit by the amount held 

on account of such terminated Utility Provider.

7. The Debtors shall serve a copy of this Order on any Utility Provider that is subsequently 

added to the Utility Services List and deposit two (2) weeks’ worth of estimated utility costs in the 

Adequate Assurance Account for the benefit of such Utility Provider (less any amounts on deposit with 

any such Utility Provider that have not been applied to outstanding prepetition amounts), and any such 

subsequently added Utility Providers shall have twenty (20) days from the date of service of this Order 

to make an Additional Assurance Request. 

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8. Any Utility Provider that fails to timely provide the Debtors with an Additional 

Assurance Request in accordance with the procedures set forth here shall be deemed to have consented 

to the Adequate Assurance Procedures and shall be bound by this Order. 

9. Nothing contained in this Order or in the Motion is intended to be or shall be construed 

as (a) an admission as to the validity of any 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 deposit made pursuant to this 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 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 Debtors are authorized to take all steps necessary or appropriate to carry out this 

Order.

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.

** END OF ORDER **

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