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28 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) 

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,

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER CONFIRMING INTERIM ORDER 

PURSUANT TO 11 U.S.C. §§ 105(a), 363(b), AND 507 

AND FED. R. BANKR. P. 6003 AND 6004 

AUTHORIZING DEBTORS TO (I) PAY 

PREPETITION WAGES, SALARIES, WITHHOLDING 

OBLIGATIONS AND OTHER COMPENSATION AND 

BENEFITS; (II) MAINTAIN EMPLOYEE WAGE AND 

BENEFITS PROGRAMS; AND (III) PAY RELATED 

ADMINISTRATIVE OBLIGATIONS 

Date: February 13, 2019 

Time: 1:00 p.m. (prevailing Pacific time) 

Place: United States Bankruptcy Court 

Courtroom 17, 16th Floor

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). 

Signed and Filed: February 13, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

February 13, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 439 Filed: 02/13/19 Entered: 02/13/19 17:04:21 Page 1 of 3
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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Upon the Motion, dated February 8, 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”), for entry of an order confirming the interim relief approved in the Court’s Order, dated January 

31, 2019, [Docket No. 210] (the “Interim Employee Wage Order”), with respect to the Motion of 

Debtors Pursuant to 11 U.S.C. §§ 105(a), 363(b), and 507 and Fed. R. Bankr. P. 6003 and 6004 for 

Interim and Final Authority to (I) Pay Prepetition Wages, Salaries, and other Compensation and 

Benefits; (II) Maintain Employee Benefit Programs; and (III) Pay Related Administrative Obligations

filed on January 29, 2019 [Docket No. 8] (the “Employee Wage Motion”), 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 under the circumstances, and it appearing that no other or further notice need be 

provided; and this Court having reviewed the Motion, the Employee Wage Motion, and the Wells 

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 necessary to avoid immediate and irreparable harm 

to the Debtors and their estates as contemplated by Bankruptcy Rule 6003, and 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

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

terms in the Motion. 

Case: 19-30088 Doc# 439 Filed: 02/13/19 Entered: 02/13/19 17:04:21 Page 2 of 3
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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

1. The Motion is granted, as provided herein. 

2. The Debtors are authorized, but not directed to pay all Outstanding Compensation and 

Additional Relocation Payments that are due and payable and relate to the period prior to the Petition 

Date and come due during the Interim Period. 

3. Banks and financial institutions are authorized, but not directed, at the Debtors’ request, 

to receive, process, honor and pay, to the extent of funds on deposit, any and all checks issued or to be 

issued or electronic funds transfers requested or to be requested by the Debtors relating to the 

Outstanding Compensation and Relocation Incentive Payments. 

4. Nothing contained in this Order, the Motion, or the Employee Wage 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. 

5. 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. 

6. The requirements for immediate entry of this Order pursuant to Bankruptcy Rule 6003(b) 

have been satisfied. 

7. The requirements of Bankruptcy Rules 4001(d) and 6004(a) are waived. 

8. Notwithstanding the provisions of Bankruptcy Rules 4001(a)(2) and 6004(h), this Order 

shall be immediately effective and enforceable upon its entry. 

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

Order. 

10. 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# 439 Filed: 02/13/19 Entered: 02/13/19 17:04:21 Page 3 of 3