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

EXHIBIT B

[PROPOSED] Order

Case: 19-30088 Doc# 5038-2 Filed: 12/09/19 Entered: 12/09/19 16:54:03 Page 1

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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 

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 

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

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 PURSUANT TO 11 U.S.C. 

§§ 363(b) AND 105(a) AND FED. R. BANKR. P. 6004 

AND 9019 (I) AUTHORIZING THE DEBTORS AND 

TCC TO ENTER INTO RESTRUCTURING 

SUPPORT AGREEMENT WITH THE TCC, 

CONSENTING FIRE CLAIMANT 

PROFESSIONALS, AND SHAREHOLDER 

PROPONENTS, AND (II) GRANTING RELATED 

RELIEF

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). 

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Upon the Motion, dated December [●], 2019 [Docket No. [●]] (the “Motion”),1 of PG&E 

Corporation and Pacific Gas and Electric Company, as debtors and debtors in possession 

(together, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to sections 363(b) and 105(a) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rules 6004 and 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy 

Rules”), for entry of an order (i) authorizing the Debtors and TCC to enter into that certain Restructuring 

Support Agreement, dated December 6, 2019 (the “Tort Claimants RSA”), among the Debtors, the 

TCC, the Consenting Fire Claimant Professionals, and the Shareholder Proponents, and (ii) 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 

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 this 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; and the 

Court having held a hearing to consider 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 represents a sound exercise of the Debtors’ business judgment 

and is in the best interests of the Debtors, their estates, creditors, shareholders, and all other parties in 

interest; and upon the record of all of the proceedings had before this Court, and after due deliberation 

and sufficient cause appearing therefor, 

1

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

in the Motion. 

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IT IS HEREBY ORDERED THAT:

1. The Motion is granted as provided herein. 

2. The Tort Claimants RSA, including the Term Sheet encompassed therein, represents a 

valid and sound exercise of the Debtors’ business judgment and, pursuant to sections 363(b) and 105(a) 

of the Bankruptcy Code and Bankruptcy Rule 9019, is hereby approved in its entirety. 

3. The Debtors and TCC are authorized to enter into and perform under the Tort Claimants 

RSA and Term Sheet encompassed therein, and execute and deliver all instruments and documents and 

take any additional actions as are necessary or appropriate to implement and effectuate the entry into 

and performance under the Tort Claimants RSA, including any transactions contemplated thereby. 

4. Any material modifications or amendments to the Tort Claimants RSA shall be subject 

to this Court’s approval on not less than twenty-one (21) days’ notice, subject to the right of any Party 

to move for shortened notice. 

5. The failure to describe specifically or include any particular provision of, or documents 

related to, the Tort Claimants RSA or Term Sheet in the Motion or this Order shall not diminish or 

impair the effectiveness of the Tort Claimants RSA or the Term Sheet, it being the intent of this Court 

that the Tort Claimants RSA and the Term Sheet be approved in their entirety. 

6. This Order shall be immediately effective and enforceable upon its entry. 

7. The Debtors and the TCC are authorized to take all necessary actions to effectuate the 

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

8. This Court retains exclusive jurisdiction to hear and determine all matters arising from 

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

** END OF ORDER ** 

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