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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

Proposed Order

Case: 19-30088 Doc# 4665-1 Filed: 11/11/19 Entered: 11/11/19 17:26:11 Page 1

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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)

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)

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

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 

9019 (I) APPROVING SETTLEMENT 

AGREEMENT RESOLVING SERVICE 

DISCONNECTION OII AND (II) GRANTING 

RELATED RELIEF

 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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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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Upon the Motion, dated November 11, 2019 [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 Rule 

9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for an order 

(i) approving the amended settlement agreement, dated May 9, 2019 (the “Settlement Agreement”), by 

and among the Utility and the Utility Enforcement Branch of the Consumer Protection and Enforcement 

Division (“CPED”) of the California Public Utilities Commission (“CPUC”) resolving the 

Disconnection OII, and (iii) 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, 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 Nigam

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 is in the best interests of the Utility, its estate, 

creditors, shareholders, and all parties in interest and the terms of the Settlement Agreement are fair and 

reasonable; and that entry into the Settlement Agreement represents a sound exercise of the Utility’s 

business judgment; 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.

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

terms in the Motion.

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Weil, Gotshal & Manges LLP

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2. Pursuant to sections 363 and 105 of the Bankruptcy Code and Bankruptcy Rule 9019, the 

Settlement Agreement, as modified by the CPUC Order, is hereby approved in its entirety.

3. Pursuant to the Final Order Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 507(a)(7) and 

Fed. R. Bankr. P. 6003 and 6004 (I) Authorizing Debtors to (A) Maintain and Administer Customer 

Programs, Including Public Purpose Programs, and (B) Honor Any Prepetition Obligations Relating 

Thereto; and (II) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers

[Docket No. 843] and sections 363 and 105(a) of the Bankruptcy Code, and in accordance with the terms 

of the Settlement Agreement and CPUC Order, the Utility is authorized to satisfy the Customer Account 

Credits within 90 days of the entry of this Order.

4. In accordance with the terms of the Settlement Agreement and CPUC Order, the Utility 

shall satisfy the REACH Claim pursuant to the terms of a confirmed chapter 11 plan of reorganization 

or, in the event such plan does not provide for timing of satisfaction of the REACH Claim, in no event 

later than 90 days after the date of entry of an order by this Court confirming such chapter 11 plan of 

reorganization.

5. The Utility is authorized to take all actions necessary to effectuate the relief granted in

this Order.

6. This Court shall retain 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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