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Exhibit 1

Proposed Final Cash Management Order

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

of 21
FINAL ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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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] FINAL ORDER PURSUANT TO 11 

U.S.C. §§ 105(a), 345(b), 363(b), AND 363(c), AND 

FED. R. BANKR. P. 6003 AND 6004 

(I) AUTHORIZING DEBTORS TO 

(A) CONTINUE THEIR EXISTING CASH 

MANAGEMENT SYSTEM, (B) HONOR 

CERTAIN PREPETITION OBLIGATIONS 

RELATED TO THE USE THEREOF, 

(C) CONTINUE INTERCOMPANY 

ARRANGEMENTS, (D) CONTINUE TO HONOR 

OBLIGATIONS RELATED TO JOINT 

INFRASTRUCTURE PROJECTS, AND 

(E) MAINTAIN EXISTING BANK ACCOUNTS 

AND BUSINESS FORMS; AND (II) WAIVING 

THE REQUIREMENTS OF 11 U.S.C. § 345(b)

☐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# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 2

of 21
FINAL ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated January 29, 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 sections 105(a), 345(b), 363(b), and 363(c) of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), requesting interim and final authority to (i) (a) continue operating their 

existing cash management system (the “Cash Management System”), as described in the Motion, 

including the continued maintenance of existing bank accounts at the Debtors’ banks (the “Banks”), 

(b) honor certain prepetition obligations related to the Cash Management System, (c) continue certain 

intercompany arrangements among the Debtors and certain non-Debtor affiliates and subsidiaries 

(the “Non-Debtor Affiliates and Subsidiaries”), (d) continue to honor all obligations with respect to 

certain Joint Infrastructure Projects, and (e) maintain existing business forms; and (ii) waive the 

requirements of section 345(b) of the Bankruptcy Code to the extent they apply to any of the Bank 

Accounts, 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 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 hearings to consider the relief requested 

in the Motion on an interim and final basis; and this Court having previously entered an order granting 

interim relief with respect to the Motion [Docket No. 209]; 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 

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

terms in the Motion.

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 3

of 21
FINAL ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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767 Fifth Avenue

New York, NY 10153-0119

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 on final basis, as provided herein.

2. The Debtors are authorized, but not directed, to continue to (a) maintain and manage 

their cash pursuant to the Cash Management System in the same manner as before the Petition Date, 

(b) collect and disburse cash in accordance with the Cash Management System, including 

Intercompany Transactions between and among the Debtors and other Non-Debtor Affiliates and 

Subsidiaries, (c) perform and honor all prepetition amounts owing under the PG&E Corp. CSA, the 

Non-Debtor CSAs, the Stan-Pac Operating Agreement, the Gill Ranch Operating Agreements, and the 

Joint Infrastructure Projects, in the ordinary course, and (d) make ordinary course changes to their Cash 

Management System, without further order of the Court.

3. Each of the Banks is authorized, but not directed, to continue to honor transfers of funds 

in the Bank Accounts.

4. The Debtors shall maintain accurate records of all transfers within the Cash Management 

System and among the Debtors and Non-Debtor Affiliates and Subsidiaries so that all postpetition 

transfers and transactions shall be adequately and promptly documented in, and readily ascertainable 

from, their books and records, to the same extent maintained by the Debtors before the Petition Date. 

5. The Debtors are further authorized to (i) designate, maintain, and continue to use any or 

all of its existing Bank Accounts, including those listed on Schedule 1 hereto, in the names and with 

the account numbers existing immediately before the Petition Date, (ii) deposit funds in, and withdraw 

funds from, such accounts by all usual means, including, without limitation, checks, wire transfers, 

ACH transfers, and other debits, (iii) pay any Bank Fees or other charges associated with the Bank 

Accounts, whether arising before or after the Petition Date, and (iv) treat their prepetition Bank 

Accounts for all purposes as debtor in possession accounts.

6. The Debtors are authorized to open new bank accounts; provided that, all accounts 

opened by the Debtors on or after the Petition Date at any bank shall, for purposes of this Final Order,

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 4

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FINAL ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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be deemed a Bank Account as if it had been listed on Schedule 1 annexed hereto; provided, further, 

that such opening shall be timely indicated on the Debtors’ monthly operating reports and notice of 

such opening shall be provided to the United States Trustee.

7. All Banks with which the Debtors maintained Bank Accounts are authorized to debit the 

Debtors’ accounts in the ordinary course of business without the need for further order of this Court 

for: (i) all checks or other items deposited in the Debtors’ accounts with such Bank prior to the Petition 

Date which have been dishonored or returned unpaid for any reason, together with any fees and costs 

in connection therewith, to the same extent the Debtors were responsible for such items prior to the 

Petition Date, and (ii) all undisputed prepetition amounts outstanding as of the date hereof, if any, owed 

to any Bank as Bank Fees for the maintenance of or in connection with the Cash Management System, 

which shall include all amounts owed by the Debtors to any Bank to repay or reimburse such Bank in 

connection with ordinary course ACH transactions executed on behalf of or for the accounts of the 

Debtors.

8. The Banks are authorized to charge, and the Debtors are authorized and directed to pay, 

honor, or allow, both prepetition and postpetition fees, costs, charges, and expenses, including the Bank 

Fees and charge back returned items to the Bank Accounts in the ordinary course.

9. The Debtors are authorized and directed to pay, honor, or allow, both prepetition and 

postpetition Payment Processing Fees in the ordinary course. 

10. The Banks shall not be liable to any party on account of: (i) following the Debtors’ 

representations, instructions, or presentations as to any order of the Court (without any duty of further 

inquiry); (ii) the honoring of any prepetition checks, drafts, wires, or ACH transfers in a good faith 

belief or upon a representation by the Debtors that the Court has authorized such prepetition check, 

draft, wires, or ACH transfers; or (iii) an innocent mistake made despite implementation of reasonable 

handling procedures.

11. Nothing contained herein shall prevent the Debtors from closing any Bank Account(s) 

in the ordinary course and in accordance with their prepetition practices as they may deem necessary 

and appropriate, any relevant Bank is authorized to honor the Debtors’ requests to close such Bank 

Accounts, and the Debtors shall give notice of the closure of any account to the United States Trustee.

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 5

of 21
FINAL ORDER AUTHORIZING DEBTORS TO 

CONTINUE CASH MANAGEMENT SYSTEM

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12. [The requirements of section 345(b) of the Bankruptcy Code and the UST Guidelines 

are hereby waived.]

13. The Debtors are authorized to use their existing Business Forms and not print “debtor in 

possession” on any of their Business Forms, and any otherwise applicable requirement that the Debtors 

print “debtor in possession” on any new checks ordered during the Chapter 11 Cases, or that the 

Debtors change their system for electronic generation of checks and Business Forms to reflect their 

status as debtors in possession, is hereby waived.

14. Nothing contained in this Final 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 payment made pursuant to this Final 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.

15. Notwithstanding entry of this Final 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.

16. Notwithstanding the provisions of Bankruptcy Rule 6004(h), this Final Order shall be 

immediately effective and enforceable upon its entry.

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

Final Order.

18. This Court shall retain jurisdiction to hear and determine all matters arising from or 

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

** END OF ORDER **

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 6

of 21
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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

New York, NY 10153-0119

Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Brokerage Brokerage Account XXX8400 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Brokerage Brokerage Account 

- VPDI XXX8400 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Campground Collection Campground 

Receipts XXX2302 

U.S. Bank 

Pacific Gas 

& Electric 

Company 

Campground Collection Campground 

Receipts XXX2311 

Citibank N. 

A. 

Pacific Gas 

& Electric 

Company 

Collection - Non energy 

billing 

Non-Energy 

Receipts XXX0901 

Citigroup 

Global 

Markets 

Pacific Gas 

& Electric 

Company 

CP Settlement Brokerage Account XXX6473 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Customer Depository Customer Receipts XXX0817 

Citibank N. 

A. 

Pacific Gas 

& Electric 

Company 

Customer Depository Customer Receipts XXX1958 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Customer Depository Customer Receipts XXX5477 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Customer Depository Customer Receipts XXX7822 

Union Bank 

of California 

Pacific Gas 

& Electric 

Company 

Customer Depository 

Concentration 

Account for 

Customer Receipts 

XXX5581 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Customer Refund and 

Rebate Disbursement 

Customer Receipts 

and Disbursements XXX3044 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Customer Refund and 

Rebate Disbursement Customer refunds XXX3532 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Disability Disbursement Employee Benefits XXX8544 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Disbursement Gill Ranch XXX4122 

Royal Bank 

of Canada 

Pacific Gas 

& Electric 

Company 

Gas Purchase 

Disbursement 

Canadian Currency 

Exchange XXX0446 

Schedule 1

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 7

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767 Fifth Avenue 

New York, NY 10153-0119

Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Land Draft 

Disbursement Other Operating XXX0143 

Citibank N. 

A. 

Pacific Gas 

& Electric 

Company 

Outside Collection Customer Receipts XXX2316 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Payroll Disbursement Payroll XXX7115 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Utility Concentration Concentration 

account BofA XXX3212 

Citibank N. 

A. 

Pacific Gas 

& Electric 

Company 

Utility Concentration 

Securities 

Settlement Account 

(CP) 

XXX2091 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Utility Master 

Concentration 

Concentration 

account at BNY 

Mellon (Utility) 

XXX9994 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Vendor Disbursement Vendor and 

employee payments XXX9978 

The Bank of 

New York 

Mellon 

PG&E 

Corporation Brokerage Brokerage Account XXX8400 

Bank of 

America 

PG&E 

Corporation Payroll Disbursement Payroll XXX7981 

Bank of 

America 

PG&E 

Corporation Payroll Disbursement Payroll XXX7107 

The Bank of 

New York 

Mellon 

PG&E 

Corporation Payroll Disbursement Payroll XXX9946 

Union Bank 

of California 

PG&E 

Corporation Payroll Disbursement Employee payments XXX9557 

The Bank of 

New York 

Mellon 

PG&E 

Corporation PG&E Concentration 

Concentration 

account at BNY 

Mellon (Corp) 

XXX9023 

The Bank of 

New York 

Mellon 

PG&E 

Corporation Vendor Disbursement Vendor and 

employee payments XXX4558 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Disbursement PG&E Credit 

Assurance Account XXX9990 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Payroll Disbursement Payroll XXX1675 

Deutsche 

Bank Trust 

Pacific Gas 

& Electric 

Company 

Disbursement Tax Exempt Bonds XXX8541 

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 8

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767 Fifth Avenue 

New York, NY 10153-0119

Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Company 

Americas 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5410 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5411 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5412 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5413 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5414 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5415 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5416 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8542 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8543 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8544 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8545 

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 9

of 21
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767 Fifth Avenue 

New York, NY 10153-0119

Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8546 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8547 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8548 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX8549 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX4310 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX4311 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX4312 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5436 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5437 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5438 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5501 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5010 

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 10

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767 Fifth Avenue 

New York, NY 10153-0119

Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5011 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5012 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5013 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5014 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5015 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5016 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5017 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5018 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5019 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5502 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5020 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5021 

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 11

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Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5022 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5023 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5024 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5503 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5504 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5505 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5506 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5507 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5508 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX5509 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX3871 

Bank of 

America 

Pacific Gas 

& Electric 

Company 

Asbestos Disbursement Other Operating XXX2988 

Case: 19-30088 Doc# 491-1 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 12

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Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX4XL9 

Deutsche 

Bank Trust 

Company 

Americas 

Pacific Gas 

& Electric 

Company Disbursement Tax Exempt Bonds XXX7110 

The Bank of 

New York 

Mellon 

Pacific Gas 

& Electric 

Company 

Disbursement Payroll XXX4017 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX8000 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX9000 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX6000 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX8100 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX3500 

U. S. Bank 

N.A. Global 

Corporate 

Trust 

Services 

Pacific Gas 

& Electric 

Company Disbursement Escrow XXX9500 

Citibank N. 

A. 

PG&E 

Corporation Commercial Paper 

Program 

Securities 

Settlement Account 

(CP) 

XXX9167 

Bank of 

Marin 

PG&E 

Corporation Disbursement PG&E Political Action Committee XXX0132 

Bank of 

Marin 

PG&E 

Corporation Disbursement PG&E Political Action Committee XXX0140 

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Weil, Gotshal & Manges LLP 

767 Fifth Avenue 

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Bank Name Debtor Account Type Description 

Account 

No. (Last 

4 Digits) 

Fidelity 

Management 

Trust 

Company 

PG&E 

Corporation Disbursement Trust Account XXX0137 

Wells Fargo 

Bank N.A. 

PG&E 

Corporation Disbursement Trust Account XXX5300 

Wells Fargo 

Bank N.A. 

PG&E 

Corporation Disbursement Trust Account XXX5400 

Wells Fargo 

Bank N.A. 

Pacific Gas 

& Electric 

Company 

Disbursement Trust Account XXX9578 

Bank of 

America 

PG&E 

Corporation Disbursement Continuous Equity Offering XXX0X30 

Barclays 

Capital Inc. 

PG&E 

Corporation Disbursement Continuous Equity Offering XXX1362 

BNP Paribas PG&E 

Corporation Disbursement Continuous Equity Offering XXX0652 

Citigroup 

Global 

Markets 

PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX0473 

Goldman, 

Sachs & Co 

PG&E 

Corporation Disbursement Continuous Equity Offering XXX0609 

JP Morgan 

Chase Bank, 

N.A. 

PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX0698 

Merrill Lynch PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX0X30 

Mitsubishi 

UFJ 

Securities 

USA, INC. 

PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX0189 

Morgan 

Stanley / ISG 

Operations 

PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX4966 

RBC Capital 

Markets 

PG&E 

Corporation Disbursement Continuous Equity Offering XXX2226 

Royal Bank 

of Scotland 

PG&E 

Corporation Disbursement Continuous Equity Offering XXX2141 

Wells Fargo 

Securities, 

LLC 

PG&E 

Corporation Disbursement Continuous Equity 

Offering XXX7221 

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INTERIMFINAL ORDER AUTHORIZING DEBTORS TO

CONTINUE CASH MANAGEMENT SYSTEM -

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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.

□Affects PG&E Corporation

□Affects Pacific Gas and Electric Company

xAffects both Debtors

* All papers shall be filed in the LeadBankruptcy

Case,

No. 19-30088 (DM).Bankruptcy Case

No. 19 - 30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered) INTERIM

[PROPOSED] FINAL ORDER PURSUANT TO

11 U.S.C. §§ 105(a), 345(b), 363(b), AND 363(c),

AND FED. R. BANKR. P. 6003 AND 6004

(I) AUTHORIZING DEBTORS TO

(A) CONTINUE THEIR EXISTING CASH

MANAGEMENT SYSTEM, (B) HONOR

CERTAIN PREPETITION OBLIGATIONS

RELATED TO THE USE THEREOF,

(C) CONTINUE INTERCOMPANY

ARRANGEMENTS, (D) CONTINUE TO

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INTERIM ORDER AUTHORIZING DEBTORS TO

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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).

HONOR OBLIGATIONS RELATED TO JOINT

INFRASTRUCTURE PROJECTS, AND

(E) MAINTAIN EXISTING BANK ACCOUNTS

AND BUSINESS FORMS; AND (II) WAIVING

THE REQUIREMENTS OF 11 U.S.C. § 345(b)

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INTERIMFINAL ORDER AUTHORIZING DEBTORS TO

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Upon the Motion, dated January 29, 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 sections 105(a), 345(b), 363(b), and 363(c) of title 11 of the United States Code

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), requesting interim and final authority to (i) (a) continue operating their

existing cash management system (the “Cash Management System”), as described in the Motion,

including the continued maintenance of existing bank accounts at the Debtors’ banks (the “Banks”),

(b) honor certain prepetition obligations related to the Cash Management System, (c) continue certain

intercompany arrangements among the Debtors and certain non-Debtor affiliates and subsidiaries

(the “Non-Debtor Affiliates and Subsidiaries”), (d) continue to honor all obligations with respect to

certain Joint Infrastructure Projects, and (e) maintain existing business forms; and (ii) waive the

requirements of section 345(b) of the Bankruptcy Code to the extent they apply to any of the Bank

Accounts, 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 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 under the circumstances, 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

hearings on to consider the relief requested in the Motion on an interim and final basis; and this Court

having previously entered an order granting interim relief with respect to the Motion [Docket No.

209]; and this Court having determined that the legal and factual bases set forth in the Motion establish

1

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

terms in the Motion.

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FINAL ORDER AUTHORIZING DEBTORS TO

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just cause for the relief granted herein; and it appearing that the relief requested in the Motion is

necessary to avoid immediate and irreparable harm to the Debtors and their estates as contemplated by

Bankruptcy Rule 6003, and 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 on an interimfinal basis, as provided herein.

2. The Debtors are authorized, but not directed, to continue to (a) maintain and manage

their cash pursuant to the Cash Management System in the same manner as before the Petition Date,

(b) collect and disburse cash in accordance with the Cash Management System, including

Intercompany Transactions between and among the Debtors and other Non-Debtor Affiliates and

Subsidiaries, (c) perform and honor all prepetition amounts owing under the PG&E Corp. CSA, the

Non-Debtor CSAs, the Stan-Pac Operating Agreement, the Gill Ranch Operating Agreements, and the

Joint Infrastructure Projects, in the ordinary course, and (d) make ordinary course changes to their

Cash Management System, without further order of the Court.

3. Each of the Banks is authorized, but not directed, to continue to honor transfers of funds

in the Bank Accounts.

4. The Debtors shall maintain accurate records of all transfers within the Cash

Management System and among the Debtors and Non-Debtor Affiliates and Subsidiaries so that all

postpetition transfers and transactions shall be adequately and promptly documented in, and readily

ascertainable from, their books and records, to the same extent maintained by the Debtors before the

Petition Date.

5. The Debtors are further authorized to (i) designate, maintain, and continue to use any or

all of its existing Bank Accounts, including those listed on Schedule 1 hereto, in the names and with

the account numbers existing immediately before the Petition Date, (ii) deposit funds in, and withdraw

funds from, such accounts by all usual means, including, without limitation, checks, wire transfers,

ACH transfers, and other debits, (iii) pay any Bank Fees or other charges associated with the Bank

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Accounts, whether arising before or after the Petition Date, and (iv) treat their prepetition Bank

Accounts for all purposes as debtor in possession accounts.

6. The Debtors are authorized to open new bank accounts; provided that, all accounts

opened by the Debtors on or after the Petition Date at any bank shall, for purposes of this InterimFinal

Order, be deemed a Bank Account as if it had been listed on Schedule 1 annexed hereto; provided,

further, that such opening shall be timely indicated on the Debtors’ monthly operating reports and

notice of such opening shall be provided to the United States Trustee.

7. All Banks with which the Debtors maintained Bank Accounts are authorized to debit

the Debtors’ accounts in the ordinary course of business without the need for further order of this

Court for: (i) all checks or other items deposited in the Debtors’ accounts with such Bank prior to the

Petition Date which have been dishonored or returned unpaid for any reason, together with any fees

and costs in connection therewith, to the same extent the Debtors were responsible for such items prior

to the Petition Date, and (ii) all undisputed prepetition amounts outstanding as of the date hereof, if

any, owed to any Bank as Bank Fees for the maintenance of or in connection with the Cash

Management System, which shall include all amounts owed by the Debtors to any Bank to repay or

reimburse such Bank in connection with ordinary course ACH transactions executed on behalf of or

for the accounts of the Debtors.

8. The Banks are authorized to charge, and the Debtors are authorized and directed to pay,

honor, or allow, both prepetition and postpetition fees, costs, charges, and expenses, including the

Bank Fees and charge back returned items to the Bank Accounts in the ordinary course.

9. The Debtors are authorized and directed to pay, honor, or allow, both prepetition and

postpetition Payment Processing Fees in the ordinary course.

10. The Banks shall not be liable to any party on account of: (i) following the Debtors’

representations, instructions, or presentations as to any order of the Court (without any duty of further

inquiry); (ii) the honoring of any prepetition checks, drafts, wires, or ACH transfers in a good faith

belief or upon a representation by the Debtors that the Court has authorized such prepetition check,

draft, wires, or ACH transfers; or (iii) an innocent mistake made despite implementation of reasonable

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handling procedures.

11. Nothing contained herein shall prevent the Debtors from closing any Bank Account(s)

in the ordinary course and in accordance with their prepetition practices as they may deem necessary

and appropriate, any relevant Bank is authorized to honor the Debtors’ requests to close such Bank

Accounts, and the Debtors shall give notice of the closure of any account to the United States Trustee.

12. [The requirements of section 345(b) of the Bankruptcy Code and the UST Guidelines

are hereby waived through and including the date of the final hearing set forth in Paragraph 20

hereof..]

13. The Debtors are authorized to use their existing Business Forms and not print “debtor in

possession” on any of their Business Forms, and any otherwise applicable requirement that the Debtors

print “debtor in possession” on any new checks ordered during the Chapter 11 Cases, or that the

Debtors change their system for electronic generation of checks and Business Forms to reflect their

status as debtors in possession, is hereby waived.

14. Nothing in the Motion or this Interim Order shall be deemed to authorize the Debtors to

accelerate any payments not otherwise due prior to the Court’s ultimate disposition of the Motion on a

final basis.

14. 15. Nothing contained in this InterimFinal 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 payment made pursuant to this InterimFinal 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.

15. 16. Notwithstanding entry of this InterimFinal 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.

17. The requirements for immediate entry of this Interim Order pursuant to Bankruptcy Rule

6003(b) have been satisfied.

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16. 18. Notwithstanding the provisions of Bankruptcy Rule 6004(h), this InterimFinal

Order shall be immediately effective and enforceable upon its entry.

17. 19. The Debtors are authorized to take all steps necessary or appropriate to carry out

this InterimFinal Order.

20. A final hearing to consider the relief requested in the Motion shall be held on February 27,

2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be

filed and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing

Pacific Time).

18. 21. This Court shall retain jurisdiction to hear and determine all matters arising from or

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

** END OF ORDER **

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