.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

EXHIBIT 1-1 

Clean Version of Revised Proposed Order 

 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 1

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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) 

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 

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. §§ 327(a) AND 328(a) AND FED. R. 

BANKR. P. 2014(a) AND 2016 

AUTHORIZING THE RETENTION AND 

EMPLOYMENT OF LAZARD FRÈRES & 

CO. LLC AS INVESTMENT BANKER TO 

THE DEBTORS EFFECTIVE AS OF THE 

PETITION DATE 

 

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: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 2

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

Upon the Application, dated March 14, 2019 (the “Application”),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 327(a) and 328(a) of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for an order: (i) authorizing the employment and retention of Lazard Frères 

& Co. LLC (“Lazard”) as investment banker for the Debtors effective as of the Petition Date; (ii) 

modifying certain time-keeping requirements; and (iii) granting related relief, in accordance with the 

terms and conditions set forth in the engagement letter between the Debtors and Lazard dated as of 

January 4, 2019 (the “Engagement Letter,” which Engagement Letter includes the terms of the related 

indemnification letter dated as of September 15, 2011, the “Indemnification Letter”); and this Court 

having jurisdiction to consider the Application 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 

Application 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 Application 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 Application, the Ziman Declaration, and the Supplemental Ziman Declaration; and this 

Court having determined that the legal and factual bases set forth in the Application establish just cause 

for the relief granted herein; and it appearing that the relief requested in the Application 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 Application is granted as provided herein. 

 

1

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

terms in the Application. 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 3

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

2. The Debtors are authorized, pursuant to sections 327(a) and 328(a) of the 

Bankruptcy Code and Bankruptcy Rules 2014(a) and 2016, to engage Lazard as their investment banker 

in these Chapter 11 Cases, effective as of the Petition Date, pursuant to the terms of the Engagement 

Letter and the Indemnification Letter, copies of which are annexed hereto as Exhibit 1 and Exhibit 2

respectively.

3. Except to the extent set forth herein, all of Lazard’s compensation as set forth in 

the Engagement Letter and the Indemnification Letter including, without limitation, the Monthly Fees, 

the Transaction Fee, the Restructuring Fee, and the Financing Fee, and the expense reimbursement and 

indemnification and related obligations, are approved pursuant to section 328(a) of the Bankruptcy 

Code and Lazard shall be compensated, reimbursed and indemnified pursuant to section 328(a) of the 

Bankruptcy Code in accordance with the terms of, and at the times specified in, the Engagement Letter 

and Indemnification Letter; provided, however, that the following language in sections 2(a), 2(b), 2(d) 

and 2(e) of the Engagement Letter shall be deemed stricken: “provided that in the event of Chapter 11 

filing, such credit shall only apply to the extent that such fees are approved in their entirety by the 

Bankruptcy Court, if applicable.” 

4. Notwithstanding anything herein, in the Application or Engagement Letter: 

 a. the total aggregate fees that may be paid to Lazard after the Petition Date will 

not exceed $36.5 million in the aggregate (the “Aggregate Cap”); provided 

that, for the avoidance of doubt, the Aggregate Cap excludes the following 

amounts: 

(1) any Fees paid prior to the Petition Date, including the Financing Fee paid 

in connection with the debtor-in-possession financing (the “DIP Financing 

Fee”); 

(2) any Fees that are earned but not paid because they are credited against 

another Fee under the terms of the Engagement Letter; 

(3) out of pocket expenses which will be reimbursed in the ordinary course 

subject to the interim compensation order procedures; and 

(4) any amounts due and payable under the Indemnification Letter (as 

modified by this Order); and 

b. $8 million of the DIP Financing Fee shall be credited against any 

Restructuring Fee payable under the terms of the Engagement Letter; and 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 4

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

c. in calculating the amount of any Financing Fee payable under the terms of the 

Engagement Letter, the total gross proceeds shall not include any funds 

provided or guaranteed by a governmental unit (as defined by the Bankruptcy 

Code); and 

d. in calculating the amount of any Transaction Fee payable under the terms of 

the Engagement Letter, the term “Transaction” shall not include 

condemnation proceedings by a governmental unit (as defined by the 

Bankruptcy Code). 

5. Lazard shall file monthly fee statements and interim and final fee applications for 

the allowance of compensation for services rendered and reimbursement of expenses incurred in 

accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

Local Rules, the Fee Guidelines and any Orders, provided that Lazard shall be compensated and 

reimbursed pursuant to Bankruptcy Code section 328(a) and that Lazard’s fees and expenses shall not 

be subject to review under the standard set forth in section 330 of the Bankruptcy Code. 

6. Notwithstanding anything to the contrary herein, the Office of the United States 

Trustee shall have the right to object to Lazard’s interim and final fee applications (including expense 

reimbursement) on all grounds, including the reasonableness standard provided in section 330 of the 

Bankruptcy Code. 

7. Notwithstanding anything to the contrary in the Application, any of its 

attachments, or the Engagement Letter and Indemnification Letter, Lazard shall not seek reimbursement 

of any fees or costs arising from the defense of any of Lazard’s monthly fee statements or fee applications 

in these Chapter 11 Cases. 

8. Lazard shall be excused from keeping time records for services rendered in onetenth-hour (.1) increments, and instead shall only be required to maintain time records in half-hour (.5) 

increments in summary format. 

9. None of the fees payable to Lazard shall constitute a “bonus” or fee enhancement 

under applicable law. 

10. The indemnification, exculpation, contribution, reimbursement and related 

provisions set forth in the Engagement Letter and Indemnification Letter are approved, subject during 

the pendency of these Chapter 11 Cases to the following: 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 5

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

a. Lazard shall not be entitled to indemnification, contribution or reimbursement 

for services other than the services provided under the Engagement Letter, 

unless such services and the indemnification, contribution or reimbursement 

therefor are approved by the Court; and 

b. notwithstanding any provisions of the Engagement Letter or Indemnification 

Letter to the contrary, the Debtors shall have no obligation to indemnify an 

Indemnified Person or provide contribution or reimbursement to an 

Indemnified Person (i) for any claim or expense that is judicially determined 

(the determination having become final) to have arisen from such Indemnified 

Person’s negligence, bad faith, self-dealing, breach of fiduciary duty (if any), 

gross negligence, or willful misconduct, (ii) for a contractual dispute in which 

the Debtors allege the breach of Lazard’s contractual obligations if the Court 

determines that indemnification, contribution, or reimbursement would not be 

permissible, or (iii) for any claim or expense that is settled prior to a judicial 

determination as to the exclusions set forth in clauses (i) and (ii) above, but 

determined by this Court, after notice and a hearing, to be a claim or expense 

for which such Indemnified Person should not receive indemnity, contribution 

or reimbursement under the terms of the Engagement Letter and 

Indemnification Letter, as modified by this Order; and 

c. if, during the pendency of the Debtors’ Chapter 11 Cases, the indemnification 

is held unenforceable by reason of the exclusions set forth in subparagraph b. 

above (i.e., negligence, bad faith, self-dealing, breach of fiduciary duty (if 

any), gross negligence, willful misconduct, or for a contractual dispute in 

which the Debtors allege the breach of Lazard’s contractual obligations if the 

Court determines that indemnification would not be permissible) and Lazard 

makes a claim for the payment of any amounts by the Debtors on account of 

the Debtors’ contribution obligations, then the proviso set forth in the second 

sentence of the contribution provisions in the Engagement Letter shall not 

apply. 

11. To the extent that there may be any inconsistency between the terms of the 

Application, the Engagement Letter, the Indemnification Letter, and this Order, the terms of this Order 

shall govern. 

12. The relief granted herein shall be binding upon any chapter 11 trustee appointed 

in the Chapter 11 Cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion 

of the Chapter 11 Cases to cases under chapter 7. 

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

this Order. 

14. This Court shall retain jurisdiction to hear and determine all matters arising from 

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

doubt, notwithstanding any provision in the Engagement Letter to the contrary, during the pendency of 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 6

of 7
.

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

these Chapter 11 Cases, this Court shall have exclusive jurisdiction over the approval of fees due and 

owing to Lazard for this retention. 

** END OF ORDER ** 

 

Case: 19-30088 Doc# 1994-1 Filed: 05/13/19 Entered: 05/13/19 16:58:18 Page 7

of 7