EXHIBIT A 

Case: 19-30088 Doc# 5272-1 Filed: 01/06/20 Entered: 01/06/20 13:37:14 Page 1

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

Tig 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 

Attorneys for Debtors 

and Debtors in Possession 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Peter J. Benvenutti (#60566) 

(pbenvenutti@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 

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 

Affects both Debtors 

* All papers shall be filed in the Lead Case, 

No. 19-30088 (DM).

 Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

[PROPOSED] ORDER (I) 

AUTHORIZING DEBTORS TO 

REJECT VLAZAKIS CONTRACT 

AND (II) DENYING STAY RELIEF 

WITH RESPECT TO CONTRACT 

CLAIMS 

 

 

Case: 19-30088 Doc# 5272-1 Filed: 01/06/20 Entered: 01/06/20 13:37:14 Page 2

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

 Upon the Debtors’ Motion to Reject Vlazakis Contract and Grant Related Relief and Brief in 

Support of Rejectability, dated January 6, 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 section 365(a) of title 11 of the United States Code (the “Bankruptcy 

Code”), Rules 6004 and 6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), and Rule 6006-1(a) of the Bankruptcy Local Rules for the United States District Court for 

the Northern District of California (the “Bankruptcy Local Rules”), for entry of an order 

authorizing rejection of the Contract and denying the Stay Relief 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 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 Garber Declaration; 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 estate, 

creditors, shareholders, and all parties in interest; and represents a sound exercise of the Debtors’ 

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. 

 2. The Stay Relief Motion is denied with respect to the Contract Claims. 

1

 Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the 

Motion. 

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

 3. The Debtors are authorized to (a) reject the Contract, and such rejection shall be 

effective upon entry of this Order, and (b) take all steps necessary or appropriate to carry out this 

Order. 

 4. The deadline to file a proof of claim to assert any damage claim arising from the 

rejection of the Contract shall be thirty (30) days after the entry of this Order. 

 5. Nothing contained in the Motion or this Order, nor any payment made pursuant to the 

authority granted by this Order, is intended to be or shall be construed as (i) an admission as to the 

validity of any claim against the Debtors, (ii) a waiver of the Debtors’ or any appropriate party in 

interest’s rights to dispute the amount of, basis for, or validity of any claim against the Debtors, or 

(iii) a waiver of any claims or causes of action that may exist against any creditor or interest holder, 

or (iv) any creditor or interest holder; or (iv) an approval, assumption, or adoption, of any agreement, 

contract, lease, program, or policy between the Debtors and any third party under section 365 of the 

Bankruptcy Code. 

 6. 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# 5272-1 Filed: 01/06/20 Entered: 01/06/20 13:37:14 Page 4

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