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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

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 

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 PURSUANT TO BANKRUPTCY 

CODE SECTIONS 105(A) AND 107(B) AND 

BANKRUPTCY RULE 9018 FOR ENTRY 

OF AN ORDER AUTHORIZING (I) THE 

FILING UNDER SEAL OF THE BRIDGE 

FEE LETTERS AND (II) THE 

REDACTION OF CERTAIN PORTIONS 

OF THE DEBT FINANCING 

ENGAGEMENT LETTERS

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: October 28, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

October 29, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 4501 Filed: 10/28/19 Entered: 10/29/19 07:58:17 Page 1 of

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Upon the Motion, dated October 23, 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) and 107(b) of title 11 of the United States Code (the “Bankruptcy 

Code”) and Rule 9018 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), for 

authority to file the Bridge Fee Letters under seal and the Debt Financing Engagement Letters with 

certain portions (the “Redacted Portions”) under seal, 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 relief requested therein 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 Ziman 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, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted on a final basis as provided herein. 

2. The Debtors are authorized to file the Bridge Fee Letters and the Redacted Portions of 

the Debt Financing Engagement Letters under seal pursuant to section 107(b) of the Bankruptcy Code 

and Bankruptcy Rule 9018. 

3. The Bridge Fee Letters and the Redacted Portions of the Debt Financing Engagement 

Letters are confidential, shall remain under seal, and shall not be made available to anyone without 

the consent of the Debtors and the parties to the Bridge Fee Letters and the Debt Financing 

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

them in the Motion. 

Case: 19-30088 Doc# 4501 Filed: 10/28/19 Entered: 10/29/19 07:58:17 Page 2 of

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Engagement Letters, except that copies of the Bridge Fee Letters and the Redacted Portions of the 

Debt Financing Engagement Letters shall be provided to (i) the Court, (ii) the U.S. Trustee, and 

(iii) advisors to the Official Committee of Unsecured Creditors, the Official Committee of Tort 

Claimants and any other official committee established pursuant to section 1102 of the Bankruptcy 

Code on a confidential and professionals’ eyes only basis. 

4. Notice of the Motion as provided therein shall be deemed good and sufficient and the 

requirements of the Bankruptcy Local Rules are satisfied by such notice. 

5. The Debtors are authorized to take all actions necessary to effectuate the relief granted 

pursuant to this Order in accordance with the Motion. 

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# 4501 Filed: 10/28/19 Entered: 10/29/19 07:58:17 Page 3 of

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