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Exhibit 12

Proposed 503(b)(9) Claims Procedures Order

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

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ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES

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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.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case)

(Jointly Administered) 

[PROPOSED] ORDER PURSUANT TO

11 U.S.C. §§ 503(b)(9) AND 105(a) 

ESTABLISHING PROCEDURES FOR THE 

ASSERTION, RESOLUTION, AND 

SATISFACTION OF CLAIMS ASSERTED 

PURSUANT TO 11 U.S.C. § 503(b)(9)

☐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# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 2

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ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES

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767 Fifth Avenue

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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 503(b)(9) and 105(a) of title 11 of the United States Code (the 

“Bankruptcy Code”), for entry of an order (i) authorizing the Debtors to establish procedures (the 

“Procedures”) for the assertion of unpaid claims pursuant to section 503(b)(9) of the Bankruptcy Code 

(the “503(b)(9) Claims”) and the resolution, allowance, and satisfaction thereof, and (ii) prohibiting 

Vendors from pursuing 503(b)(9) Claims outside the Procedures, 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 (the “Bankruptcy Local 

Rules”); 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 following Procedures are the sole and exclusive method for the assertion, resolution, 

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

terms in the Motion.

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 3

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ORDER ESTABLISHING

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allowance, and satisfaction of 503(b)(9) Claims against the Debtors:2

a) Any Vendor asserting a 503(b)(9) Claim must prepare a proof of claim (a “Proof 

of 503(b)(9) Claim”), substantially in the form annexed as Schedule 1 hereto

(the “Proof of 503(b)(9) Claim Form”) that sets forth: (i) the value of the Goods 

the Vendor contends the Debtors received within twenty (20) days prior to the 

Petition Date; (ii) documentation, including invoices, receipts, bills of lading, 

and the like, identifying the particular Goods for which the claim is being 

asserted; (iii) documentation regarding which Debtor the Goods were shipped 

to, the date the Goods were received by such Debtor, and the alleged value of 

such Goods; and (iv) a statement indicating (I) whether the value of such Goods 

listed in the Proof of 503(b)(9) Claim represents a combination of services and 

Goods, (II) the percentage of value related to services and related to Goods, and 

(III) whether the Vendor has filed any other claim against any Debtor regarding 

the Goods underlying its Proof of 503(b)(9) Claim;

b) All Proofs of 503(b)(9) Claims must be submitted to the Debtors’ proposed 

claims and noticing agent, Prime Clerk LLC (“Prime Clerk”), so as to be 

received no later than the fiftieth (50th) day after the Petition Date (the 

“503(b)(9) Claim Filing Deadline”), either (i) by mail or hand delivery at PG&E 

Corporation Claims Processing Center c/o Prime Clerk LLC, 850 3rd Avenue, 

Suite 412, Brooklyn, New York 11232, or (ii) electronically via the interface 

provided on Prime Clerk’s website at 

http://restructuring.primeclerk.com/PGE/EPOC-index. Proofs of 503(b)(9) 

Claims sent by facsimile or electronic mail will not be accepted;

c) The Debtors shall have seventy-five (75) days (or such later date as may be 

approved by the Court) after the 503(b)(9) Claim Filing Deadline to file with the 

Court and serve any objections (the “Objections”) to timely filed 503(b)(9) 

Claims (the “Objection Deadline”), without prejudice to the Debtors’ right to 

set an extension to such Objection Deadline;

d) Vendors shall have until twenty (20) days after the filing of the applicable 

Objection to file with the Court and serve on the Notice Parties any replies to 

such Objections;

e) All timely filed 503(b)(9) Claims will be deemed allowed unless objected to by 

the Debtors on or before the Objection Deadline;

f) Notwithstanding and without limiting the foregoing, the Debtors are authorized, 

but not required, to negotiate, in their sole discretion, with any Vendor and to 

seek an agreement resolving any Objection to such Vendor’s 503(b)(9) Claim 

 2 These Procedures shall not apply to any claims that are treated as Operational Integrity Supplier 

Claims pursuant to the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 503(b)(9) 

and Fed. R. Bankr. P. 6003 and 6004 for Interim and Final Authority to Pay Prepetition Obligations 

Owed to Certain Safety and Reliability, Outage, and Nuclear Facility Suppliers or any claims of the 

Exchange Operators pursuant to the Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 362, 363, and 

364 and Fed. R. Bankr. P. 6003 and 6004 to (a) Honor Prepetition Obligations to Natural Gas and 

Electricity Exchange Operators, (b) Grant Administrative Expense Claims and Authorize Posting of 

Collateral to Exchange Operators, Trading Counterparties, and Future Commission Merchants, (c) 

Modify the Automatic Stay, and (d) Grant Related Relief. 

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 4

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ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES

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without the need for any further order by the Court;

g) If the Debtors cannot reach agreement with a Vendor regarding a particular 

Objection to such Vendor’s 503(b)(9) Claim, the Debtors will schedule the 

matter for a hearing by the Court;

h) To the extent a 503(b)(9) Claim is allowed, such 503(b)(9) Claim will be 

satisfied pursuant to, and as set forth in, a chapter 11 plan for the Debtors as 

confirmed by the Court, or as otherwise ordered by the Court after notice and an 

opportunity for a hearing; provided, that the Debtors reserve the right to exercise 

any lawful right of setoff against any 503(b)(9) Claim; and

i) Vendors shall be forever barred, without further order of the Court, from 

asserting 503(b)(9) Claims after the expiration of the 503(b)(9) Claim Filing 

Deadline, but shall not be barred from asserting any related or unrelated general 

unsecured claims in accordance with any general unsecured claims bar date 

established in these Chapter 11 Cases.

3. The Proof of 503(b)(9) Claim Form attached as Schedule 1 is hereby approved.

4. All Vendors are prohibited from using any other means for the assertion, reconciliation, 

allowance, resolution, or satisfaction of their 503(b)(9) Claims, including, without limitation, the filing 

of a motion for allowance, or to compel payment, of any 503(b)(9) Claims.

5. Within five (5) business days of the date of entry of this Order, the Debtors will serve 

notice of this Order to all parties known to the Debtors to have potential 503(b)(9) Claims.

6. 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 payment 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.

7. 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.

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

Order.

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

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

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 5

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ORDER ESTABLISHING

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** END OF ORDER **

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 6

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Proof of

503(b)(9) Claim

page 1

Part 1:

SCHEDULE 1

UNITED STATES BANKRUPTCY COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA 

(SAN FRANCISCO DIVISION)

Fill in this information to identify the case 

(Select only one Debtor per claim form):

 PG&E Corporation

(Case No. 19-_____)

 Pacific Gas and Electric Company

(Case No. 19-_____)

Proof of 503(b)(9) Claim

Read the instructions before filling out this form. This form is for asserting claims entitled to administrative priority pursuant to 11 U.S.C. § 

503(b)(9) against one of the above Debtors arising on or after January __, 2019 through and including January __, 2019. Do not use this form 

to assert any other pre-petition claim(s). Assert such claims on Form 410. 

11 U.S.C. § 503(b)(9) applies only to claims arising from the value of any goods received by the applicable Debtor within 20 days before the date of 

commencement of the above case, in which the goods have been sold to the applicable Debtor in the ordinary course of the Debtor's business. 

Attach documentation supporting such claim.

Filers must leave out or redact information that is entitled to privacy on this form or on any attached documents. Attach redacted copies of

any documents that support the claim, such as promissory notes, purchase orders, invoices, itemized statements of running accounts,

contracts, judgments, mortgages, and security agreements. Do not send original documents; they may be destroyed after scanning. If the

documents are not available, explain in an attachment.

A person who files a fraudulent claim could be fined up to $500,000, imprisoned for up to 5 years, or both. 18 U.S.C. §§ 152, 157, and 3571.

Fill in all the information about the claim as of the date the case was filed.

Identify the Claim

1. Who is the current

creditor?

Name of the current creditor (the person or entity to be paid for this claim)

Other names the creditor used with thedebtor 

2. Has this claim been

acquired from

someone else?

 No

 Yes. From whom?

3. Where should notices

and payments to the

Where should notices to the creditor be sent? Where should payments to the creditor be sent?(if

different)

creditor be sent?

Federal Rule of

Bankruptcy Procedure

(FRBP) 2002(g)

Name

Number Street

City State ZIP Code

Contact phone 

Contact email

Name

Number Street

City State ZIP Code

Contact phone 

Contact email

4. Does this claim amend

one already filed?

 No

 Yes. Claim number on court claims registry (if known) Filed on MM / DD / YYYY

5. Do you know if anyone

else has filed a proof

of claim for this claim?

 No

 Yes. Who made the earlier filing? 

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 7

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Proof of

503(b)(9) Claim page 2

Part 2: Give Information About the Claim as of the Date the Case WasFiled

6. On what date (or dates) 

were the goods 

delivered? (if known) (mm/dd/yyyy)

7. How much is the claim?

$

Note: 11 U.S.C. § 503(b)(9) applies only to claims arising from the value of any goods received by the Debtor within 20 

days before the date of commencement of the above case, in which the goods have been sold to the Debtor in the 

ordinary course of the Debtor's business. Do not include in the above amount the value of goods received by the 

Debtor outside of that period, or the value of any other services performed. Assert such claims on Form 410.

8. What is the description 

of the goods provided 

in the claim?

Part 3: Sign Below

The person completing

this proof of claim must

sign and date it.

FRBP 9011(b).

If you file this claim

electronically, FRBP

5005(a)(2) authorizes courts

to establish local rules

specifying what a signature

is.

A person who files a

fraudulent claim could be

fined up to $500,000,

imprisoned for up to 5

years, or both.

18 U.S.C. §§ 152, 157, and

3571.

Check the appropriate box:

 I am the creditor.

 I am the creditor’s attorney or authorized agent.

 I am the trustee, or the debtor, or their authorized agent. Bankruptcy Rule 3004.

 I am a guarantor, surety, endorser, or other codebtor. Bankruptcy Rule 3005.

I understand that an authorized signature on this Proof of Claim serves as an acknowledgment that when calculatingthe

amount of the claim, the creditor gave the debtor credit for any payments received toward thedebt.

I have examined the information in this Proof of Claim and have a reasonable belief that the information is true

and correct.

I declare under penalty of perjury that the foregoing is true and correct.

Executed on date (mm/dd/yyyy)

 

Signature

Print the name of the person who is completing and signing this claim:

Name

First name Middle name Last name

Title

Company

Identify the corporate servicer as the company if the authorized agent is a servicer.

Address

Number Street

City State ZIP Code

Contact phone Email

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 8

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DEBTORS’ MOTION TO ESTABLISH

ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES – EXHIBIT A -

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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Exhibit A

[PROPOSED] Order

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 9

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DEBTORS’ MOTION TO ESTABLISH

503(B)(9) CLAIM PROCEDURES – EXHIBIT A -

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice pending)

(stephen.karotkin@weil.com)

Jessica Liou (pro hac vice pending)

(jessica.liou@weil.com)

Matthew Goren (pro hac vice pending)

(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.

Tax I.D. No. 94-3234914

Bankruptcy Case

Case Nos. . 19 - _______30088 (___DM)

19 - _______ (___)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO

11 U.S.C. §§ 503(b)(9) AND 105(a)

ESTABLISHING PROCEDURES FOR THE

ASSERTION, RESOLUTION, AND

SATISFACTION OF CLAIMS ASSERTED

PURSUANT TO 11 U.S.C. § 503(b)(9)

Date:

Time:

Place:

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). In re:

PACIFIC GAS AND ELECTRIC

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 10

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DEBTORS’ MTN FOR INTERIM AND FINAL AUTHORITY CASE NO.:

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Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 11

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DEBTORS’ MOTION TO ESTABLISH

ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES – EXHIBIT A

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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 503(b)(9) and 105(a) of title 11 of the United States Code

(the “Bankruptcy Code”), for entry of an order (i) authorizing the Debtors to establish procedures

(the “Procedures”) for the assertion of unpaid claims pursuant to section 503(b)(9) of the Bankruptcy

Code (the “503(b)(9) Claims”) and the resolution, allowance, and satisfaction thereof, and (ii)

prohibiting Vendors from pursuing 503(b)(9) Claims outside the Procedures, 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 (the “Bankruptcy Local

Rules”); 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 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.

1

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

terms in the Motion.

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

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DEBTORS’ MOTION TO ESTABLISH

ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES – EXHIBIT A

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767 Fifth Avenue

New York, NY 10153-0119

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2. The following Procedures are the sole and exclusive method for the assertion,

resolution, allowance, and satisfaction of 503(b)(9) Claims against the Debtors:2

a) Any Vendor asserting a 503(b)(9) Claim must prepare a proof of claim (a

“Proof of 503(b)(9) Claim”), substantially in the form annexed as Schedule 1

hereto (the “Proof of 503(b)(9) Claim Form”) that sets forth: (i) the value of

the Goods the Vendor contends the Debtors received within twenty (20) days

prior to the Petition Date; (ii) documentation, including invoices, receipts, bills

of lading, and the like, identifying the particular Goods for which the claim is

being asserted; (iii) documentation regarding which Debtor the Goods were

shipped to, the date the Goods were received by such Debtor, and the alleged

value of such Goods; and (iv) a statement indicating (I) whether the value of

such Goods listed in the Proof of 503(b)(9) Claim represents a combination of

services and Goods, (II) the percentage of value related to services and related

to Goods, and (III) whether the Vendor has filed any other claim against any

Debtor regarding the Goods underlying its Proof of 503(b)(9) Claim;

b) All Proofs of 503(b)(9) Claims must be submitted to the Debtors’ proposed

claims and noticing agent, Prime Clerk LLC (“Prime Clerk”), so as to be

received no later than the fiftieth (50th) day after the Petition Date (the

“503(b)(9) Claim Filing Deadline”), either (i) by mail or hand delivery at

PG&E Corporation Claims Processing Center c/o Prime Clerk LLC, 850 3rd

Avenue, Suite 412, Brooklyn, New York 11232, or (ii) electronically via the

interface provided on Prime Clerk’s website at

http://restructuring.primeclerk.com/PGE/EPOC-index. Proofs of 503(b)(9)

Claims sent by facsimile or electronic mail will not be accepted;

c) The Debtors shall have seventy-five (75) days (or such later date as may be

approved by the Court) after the 503(b)(9) Claim Filing Deadline to file with the

Court and serve any objections (the “Objections”) to timely filed 503(b)(9)

Claims (the “Objection Deadline”), without prejudice to the Debtors’ right to

set an extension to such Objection Deadline;

d) Vendors shall have until twenty (20) days after the filing of the applicable

Objection to file with the Court and serve on the Notice Parties any replies to

such Objections;

e) All timely filed 503(b)(9) Claims will be deemed allowed unless objected to by

the Debtors on or before the Objection Deadline;

f) Notwithstanding and without limiting the foregoing, the Debtors are authorized,

2

 These Procedures shall not apply to any claims that are treated as Operational Integrity Supplier

Claims pursuant to the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 503(b)(9) and

Fed. R. Bankr. P. 6003 and 6004 for Interim and Final Authority to Pay Prepetition Obligations Owed

to Certain Safety and Reliability, Outage, and Nuclear Facility Suppliers or any claims of the

Exchange Operators pursuant to the Motion of Debtors Pursuant to 11 U.S.C. §§ 105, 362, 363, and

364 and Fed. R. Bankr. P. 6003 and 6004 to (a) Honor Prepetition Obligations to Natural Gas and

Electricity Exchange Operators, (b) Grant Administrative Expense Claims and Authorize Posting of

Collateral to Exchange Operators, Trading Counterparties, and Future Commission Merchants, (c)

Modify the Automatic Stay, and (d) Grant Related Relief.

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 13

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DEBTORS’ MOTION TO ESTABLISH

ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES – EXHIBIT A

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but not required, to negotiate, in their sole discretion, with any Vendor and to

seek an agreement resolving any Objection to such Vendor’s 503(b)(9) Claim

without the need for any further order by the Court;

g) If the Debtors cannot reach agreement with a Vendor regarding a particular

Objection to such Vendor’s 503(b)(9) Claim, the Debtors will schedule the

matter for a hearing by the Court;

h) To the extent a 503(b)(9) Claim is allowed, such 503(b)(9) Claim will be

satisfied pursuant to, and as set forth in, a chapter 11 plan for the Debtors as

confirmed by the Court, or as otherwise ordered by the Court after notice and an

opportunity for a hearing; provided, that the Debtors reserve the right to exercise

any lawful right of setoff against any 503(b)(9) Claim; and

i) Vendors shall be forever barred, without further order of the Court, from

asserting 503(b)(9) Claims after the expiration of the 503(b)(9) Claim Filing

Deadline, but shall not be barred from asserting any related or unrelated general

unsecured claims in accordance with any general unsecured claims bar date

established in these Chapter 11 Cases.

3. The Proof of 503(b)(9) Claim Form attached as Schedule 1 is hereby approved.

4. All Vendors are prohibited from using any other means for the assertion, reconciliation,

allowance, resolution, or satisfaction of their 503(b)(9) Claims, including, without limitation, the filing

of a motion for allowance, or to compel payment, of any 503(b)(9) Claims.

5. Within five (5) business days of the date of entry of this Order, the Debtors will serve

notice of this Order to all parties known to the Debtors to have potential 503(b)(9) Claims.

6. 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 payment 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.

7. 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.

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

Order.

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 14

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DEBTORS’ MOTION TO ESTABLISH

ORDER ESTABLISHING

503(B)(9) CLAIM PROCEDURES – EXHIBIT A

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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9. 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 **

Case: 19-30088 Doc# 491-12 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 15

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