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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 6

Proposed Final Tax Order

Case: 19-30088 Doc# 491-6 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 1

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FINAL ORDER AUTHORIZING DEBTORS TO 

PAY PREPETITION TAXES & ASSESSMENTS

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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] FINAL ORDER PURSUANT TO 

11 U.S.C. §§ 105(a), 363(b), 507(a), AND 541 AND 

FED. R. BANKR. P. 6003 AND 6004 

AUTHORIZING DEBTORS TO PAY 

PREPETITION TAXES AND ASSESSMENTS 

AND 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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FINAL ORDER AUTHORIZING DEBTORS TO 

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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 105(a), 363(b), 507(a), and 541 of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for entry of interim and final orders authorizing, but not directing, the 

Debtors to pay the Taxes and Assessments, including any Taxes and Assessments subsequently 

determined upon audit, or otherwise, to be owed, and 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, 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 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 hearings to consider the relief requested in the Motion on 

an interim and final basis; and this Court having previously entered an order granting interim relief with 

respect to the Motion [Docket No. 218]; 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 on a final basis, 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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FINAL ORDER AUTHORIZING DEBTORS TO 

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2. The Debtors are authorized, but not directed, pursuant to sections 105(a), 363(b), 

507(a)(8), and 541 of the Bankruptcy Code, to pay all Taxes and Assessments whether relating to the 

period prior or subsequent to the Petition Date, including all Sales and Use Taxes, Property Taxes, 

Income Taxes, Excise Taxes, Gross Receipts Taxes, Pass Through Fees, Regulatory Fees and Other 

Taxes and Fees, and including any Taxes and Assessments subsequently determined on audit or 

otherwise; provided that neither this order nor the Order Suspending Order for Payment of State and 

Federal Taxes, filed February 4, 2019 [Docket No. 271], excuses or otherwise affects the Debtors’ 

ongoing obligations to timely file tax returns, or extension of time to file such tax returns, as required by 

section 346 of the Bankruptcy Code and timely pay postpetition Taxes and Assessments as required by 

28 U.S.C. §§ 959(b) and 960. 

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 payment 

of Taxes and Assessments as authorized herein. 

4. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect 

new electronic fundstransfers on account of the Taxes and Assessments to replace any prepetition checks 

or electronic funds transfer requests that may be lost, dishonored, or rejected as a result of the 

commencement of the Chapter 11 Cases.

5. Nothing contained in this Final 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 Final 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.

6. Notwithstanding entry of this Final 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.

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7. The requirements of Bankruptcy Rules 4001(d) and 6004(a) have been satisfied.

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

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 

Final 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 Final Order.

** END OF ORDER **

Case: 19-30088 Doc# 491-6 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 5

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FINAL ORDER AUTHORIZING DEBTORS TO

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□ Affects PG&E Corporation

□ Affects Pacific Gas and Electric

Company

x Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC

COMPANY,

Debtors.

Bankruptcy Case

Case Nos. 19 - 30088 (DM)

 19 - 30089 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

INTERIM[PROPOSED] FINAL ORDER

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

507(a), AND 541 AND FED. R. BANKR. P.

6003 AND 6004 AUTHORIZING DEBTORS

TO PAY PREPETITION TAXES AND

ASSESSMENTS AND GRANTING RELATED

RELIEF

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

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

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FINAL ORDER AUTHORIZING DEBTORS TO

PAY PREPETITION TAXES & ASSESSMENTS

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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 105(a), 363(b), 507(a), and 541 of title 11 of the United States Code

(the “Bankruptcy Code”) and Rules 6003 and 6004 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), for entry of interim and final orders authorizing, but not directing, the

Debtors to pay the Taxes and Assessments, including any Taxes and Assessments subsequently

determined upon audit, or otherwise, to be owed, and 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, 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 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 hearings on to

consider the relief requested in the Motion on an interim and final basis; and this Court having

previously entered an order granting interim relief with respect to the Motion [Docket No. 218]; 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

1

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

terms in the Motion.

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FINAL ORDER AUTHORIZING DEBTORS TO

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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 on an interima final basis, as provided herein.

2. The Debtors are authorized, but not directed, in their sole discretion, pursuant to

sections 105(a), 363(b), 507(a)(8), and 541 of the Bankruptcy Code, to pay all Taxes and Assessments

whether relating to the period prior or subsequent to the Petition Date, including all Sales and Use

Taxes, Property Taxes, Income Taxes, Excise Taxes, Gross Receipts Taxes, Pass Through Fees,

Regulatory Fees and Other Taxes and Fees, and including any Taxes and Assessments subsequently

determined on audit or otherwise; provided that the prepetition amounts authorized shall not exceed

$11,300,000 pending the final hearing on the Motion.neither this order nor the Order Suspending

Order for Payment of State and Federal Taxes, filed February 4, 2019 [Docket No. 271], excuses or

otherwise affects the Debtors’ ongoing obligations to timely file tax returns, or extension of time to file

such tax returns, as required by section 346 of the Bankruptcy Code and timely pay postpetition Taxes

and Assessments as required by 28 U.S.C. §§ 959(b) and 960.

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 payment

of Taxes and Assessments as authorized herein.

4. The Debtors are authorized, but not directed, to issue new postpetition checks, or effect

new electronic funds transfers on account of the Taxes and Assessments to replace any prepetition

checks or electronic funds transfer requests that may be lost, dishonored, or rejected as a result of the

commencement of the Chapter 11 Cases.

5. Nothing contained in this InterimFinal 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

Case: 19-30088 Doc# 491-6 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 8

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Code. Likewise any payment made pursuant to this InterimFinal 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.

6. Notwithstanding entry of this InterimFinal 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.

7. The requirements for immediate entry of this Interim Order pursuant to Bankruptcy Rule

6003(b) have been satisfied.

7. 8. The requirements of Bankruptcy Rules 4001(d) and 6004(a) are waivedhave been

satisfied.

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

InterimFinal Order shall be immediately effective and enforceable upon its entry.

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

this InterimFinal Order.

2. A final hearing to consider the relief requested in the Motion shall be held on February 27,

2019 at 9:30 a.m. (Prevailing Pacific Time) and any objections or responses to the Motion shall be filed

and served so as to be actually received on or prior to February 20, 2019 at 4:00 p.m. (Prevailing

Pacific Time).

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

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

** END OF ORDER **

Case: 19-30088 Doc# 491-6 Filed: 02/19/19 Entered: 02/19/19 19:35:25 Page 9

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