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

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EXHIBIT A 

[Proposed] Order 

Case: 19-30088 Doc# 5282-1 Filed: 01/06/20 Entered: 01/06/20 22:05:40 Page 1

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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

CRAVATH, SWAINE & MOORE LLP 

Paul H. Zumbro (pro hac vice) 

(pzumbro@cravath.com) 

Kevin J. Orsini (pro hac vice) 

(korsini@cravath.com) 

Omid H. Nasab (pro hac vice) 

(onasab@cravath.com) 

825 Eighth Avenue 

New York, NY 10019 

Tel: 212 474 1000 

Fax: 212 474 3700

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(b) AND 105(a) AND FED. R. BANKR. P. 6004 

AND 9019 (I) AUTHORIZING THE DEBTORS TO 

SETTLE THE CLAIMS OF TUBBS PREFERENCE 

CLAIMANTS AND (II) GRANTING RELATED 

RELIEF

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). 

Case: 19-30088 Doc# 5282-1 Filed: 01/06/20 Entered: 01/06/20 22:05:40 Page 2

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Upon the Motion, dated January 6, 2020 [Docket No. [●]] (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 sections 363(b) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 6004 and 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), for entry of an order (i) authorizing the Debtors to settle the claims of the Tubbs Preference 

Claimants and (ii) granting related relief, 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 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 this 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 Loduca 

Declaration; and the Court having held a hearing to consider 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 represents a sound exercise of 

the Debtors’ business judgment and is in the best interests of the Debtors, their estates, creditors, 

shareholders, and all other parties in interest; and upon the record of 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. The Tubbs Settlements represent a valid and sound exercise of the Debtors’ business 

judgment and, pursuant to sections 363(b) and 105(a) of the Bankruptcy Code and Bankruptcy Rule 

9019, are hereby approved in their entirety. 

3. The Debtors are authorized to enter into and perform under the Tubbs Settlements, and 

execute and deliver all instruments and documents and take any additional actions as are necessary or 

appropriate to implement and effectuate the entry into and performance under the Tubbs Settlements, 

including any transactions contemplated thereby. 

4. The failure to describe specifically or include any particular provision of, or documents 

related to, the Tubbs Settlements in the Motion or this Order shall not diminish or impair the 

effectiveness of the Tubbs Settlements, it being the intent of this Court that the Tubbs Settlements be 

approved in their entirety. 

5. This Order shall be immediately effective and enforceable upon its entry. 

6. The Debtors are authorized to take all necessary actions to effectuate the relief granted 

pursuant to this Order in accordance with the Motion. 

7. 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# 5282-1 Filed: 01/06/20 Entered: 01/06/20 22:05:40 Page 4

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