1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

EXHIBIT B 

[Proposed] Order – Debt Financing Commitment Letters

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 1

of 7
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

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 (I) APPROVING 

TERMS OF, AND DEBTORS’ ENTRY 

INTO AND PERFORMANCE UNDER, 

DEBT FINANCING COMMITMENT 

LETTERS AND (II) AUTHORIZING 

INCURRENCE, PAYMENT AND 

ALLOWANCE OF RELATED FEES, 

INDEMNITIES, COSTS AND EXPENSES 

AS ADMINISTRATIVE EXPENSE 

CLAIMS 

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# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 2

of 7
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Upon the Amended Motion, dated January 3, 2020 (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), 363(b), 503(b) and 507(a)(2) of title 11 of the 

United States Code (the “Bankruptcy Code”), and Rule 6004 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for entry of an order (i) approving the terms of, and the Debtors’ 

entry into and performance under, the Debt Financing Commitment Letters and (ii) authorizing the 

incurrence, payment and allowance of all related fees, indemnities, costs and expenses (the “Debt 

Commitment Obligations”) as administrative expense claims, all as more fully provided in the Debt 

Financing Commitment Letters and as 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 (the “Bankruptcy Local Rules”); and consideration of the Motion and the relief 

requested therein 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 that it may 

enter a final order consistent with Article III of the United States Constitution; and this Court having 

found and determined that notice of the Motion 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 Ziman Declaration; and a hearing to consider the Motion having been held before this 

Court on January 21, 2020 (the “Hearing”); and this Court having found that the Debt Financing 

Commitment Letters have been negotiated in good faith and at arms’-length between the Debtors and 

the other parties to such agreements; and this Court having determined that the legal and factual bases 

set forth in the Motion and the Ziman Declaration and at the Hearing establish just cause for the relief 

1

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

them in the Motion. 

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 3

of 7
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

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 after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted as set forth herein. Any and all objections with respect to the 

Motion, to the extent not withdrawn, are hereby overruled in all respects on the merits. 

2. The Debt Commitment Letters, conformed copies reflecting all amendments made 

through December 20, 2019 of which are attached to the Motion as Exhibit E and Exhibit F, are 

hereby approved in their entirety. The Debt Financing Engagement Letters, in the forms filed with 

this Court on an unredacted basis, are hereby approved in their entirety. The Backstop Debt Fee 

Letters, in the forms filed with this Court under seal, are hereby approved in their entirety. The Debt 

Financing Commitment Letters are valid, binding and enforceable against the Debtors. 

3. The Debtors’ entry into the Debt Financing Commitment Letters constitutes a 

reasonable exercise of the Debtors’ business judgment and is hereby approved. The Debtors are 

authorized to perform under and implement the terms of the Debt Financing Commitment Letters and 

all exhibits thereto, and to negotiate, prepare, execute and deliver all documents, and to take any and 

all actions necessary and appropriate to implement the terms of the Debt Financing Commitment 

Letters and to perform all obligations thereunder on the terms and conditions set forth therein, without 

further notice, hearing or order of this Court. 

4. The Debt Commitment Obligations are actual and necessary costs and expenses of 

preserving the Debtors’ estates and as such shall be treated as allowed administrative expenses of the 

Debtors pursuant to section 503(b) of the Bankruptcy Code with the priority set forth in section 

507(a)(2) of the Bankruptcy Code, whether or not the Backstop Debt Facilities are entered into or 

funded, and none of the amounts shall be discharged, modified, or otherwise affected by any chapter 

11 plan of any of the Debtors, subject to and in accordance with the Debt Financing Commitment 

Letters. 

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 4

of 7
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

5. The Debtors are authorized to reimburse the Backstop Debt Commitment Parties for 

their fees and expenses, indemnify the Backstop Debt Commitment Parties and their representatives 

and affiliates, and pay and incur the fees and all other Debt Commitment Obligations in accordance 

with the terms of the Debt Financing Commitment Letters, whether incurred prior to, on, or after the 

date of this Order, in each case pursuant to the terms and conditions set forth in the applicable Debt 

Financing Commitment Letter, without further notice, hearing, or order of this Court, as, when, and to 

the extent they become due and payable under the terms of the applicable Debt Financing Commitment 

Letter, which Debt Commitment Obligations shall not be subject to any challenge, contest, attack, 

rejection, recoupment, reduction, defense, counterclaim, offset, subordination, recharacterization, 

avoidance or other claim, cause of action or other challenge of any nature under the Bankruptcy Code, 

under applicable non-bankruptcy law or otherwise. 

6. The terms and provisions of this Order shall be binding in all respects upon all parties 

in these chapter 11 cases, the Debtors, their estates, and all successors and assigns thereof, including 

any chapter 7 trustee or chapter 11 trustee appointed in any of these cases or after conversion of any 

of these cases to cases under chapter 7 of the Bankruptcy Code; provided, that the Backstop Debt 

Commitment Parties shall be under no obligation to extend any financing to any chapter 7 trustee or 

chapter 11 trustee. 

7. Subject to the terms and conditions of the Debt Financing Commitment Letters, the 

Debtors and the Backstop Debt Commitment Parties may enter into any nonmaterial amendment, 

modification or supplement of any provision of the Debt Financing Commitment Letters, and the 

Debtors are authorized to enter into any such amendment, modification, supplement or waiver (and to 

pay any fees and other expenses, amounts, costs, indemnities and other obligations in connection 

therewith), without further notice, hearing or order of this Court. In the case of any material 

amendment, modification or supplement to the Debt Financing Commitment Letters that is adverse to 

the Debtors (a “Material Amendment”), the Debtors shall provide notice (which may be provided 

via electronic mail or other electronic means) to the Notice Parties, each of whom shall have five (5) 

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 5

of 7
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

calendar days from the date of receipt of such notice to object in writing to the Debtors and the 

Backstop Debt Commitment Parties to such Material Amendment. If no objections are timely received 

(or if the Notice Parties indicate via electronic mail that they have no objection) to a Material 

Amendment, the Debtors are authorized to execute such Material Amendment, which shall become 

effective and enforceable against the Debtors and their estates immediately upon execution. If a Notice 

Party timely objects and such objection is not resolved prior to the date upon which such objection is 

scheduled to be heard by this Court, approval of this Court (which may be sought on an expedited 

basis) will be necessary to execute a Material Amendment. 

8. Nothing in this Order, the Debt Financing Commitment Letters or any other documents 

related to the transactions contemplated thereby shall in any way be construed or interpreted to impose 

or allow the imposition upon any Backstop Debt Commitment Party of any liability for any claims 

arising from the post-petition activities of the Debtors in the operation of their businesses, or in 

connection with their restructuring efforts. 

9. Except as explicitly provided for herein, this Order does not create any rights for the 

benefit of any third party, creditor, equity holder or any direct, indirect or incidental beneficiary. 

10. Notice of the Motion as provided therein shall be deemed good and sufficient and the 

requirements of the Bankruptcy Rules and the Bankruptcy Local Rules are satisfied by such notice. 

11. Notwithstanding the possible applicability of Bankruptcy Rule 6004(h) or any other 

Bankruptcy Rule or otherwise, the terms and provisions of this Order shall be immediately effective 

and enforceable upon its entry. 

12. The Debtors are authorized to take all reasonable actions necessary to effectuate the 

relief granted pursuant to this Order in accordance with this Order and the Motion. 

13. The automatic stay under section 362 of the Bankruptcy Code is hereby modified to 

the extent necessary to enable the Backstop Debt Commitment Parties to perform under the Debt 

Financing Commitment Letters and to exercise any and all of their contractual rights thereunder. 

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 6

of 7
 

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

14. The Court retains exclusive jurisdiction with respect to all matters arising from or 

related to the implementation of this Order. 

 

** END OF ORDER ** 

Case: 19-30088 Doc# 5267-2 Filed: 01/03/20 Entered: 01/03/20 20:08:09 Page 7

of 7