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Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

MILBANK LLP 

55 Hudson Yards 

New York, New York 10001-2163 

Telephone: (212) 530-5000 

Facsimile: (212) 530-5219 

and 

Gregory A. Bray (SBN 115367) 

Thomas R. Kreller (SBN 161922) 

MILBANK LLP 

2029 Century Park East, 33rd Floor 

Los Angeles, CA 90067 

Telephone: (424) 386-4000 

Facsimile: (213) 629-5063 

Counsel for the Official Committee 

of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 -andPACIFIC GAS AND ELECTRIC 

COMPANY, 

 Debtors. 

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered)

☐ 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) 

NOTICE OF FILING OF REVISED 

PROPOSED ORDER AND AMENDED 

DECLARATION IN SUPPORT OF 

AXIOM ADVISORS RETENTION 

APPLICATION 

Date: May 9, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Re: Docket Nos. 1524 & 1525 

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PLEASE TAKE NOTICE that on April 17, 2019, the Official Committee of 

Unsecured Creditors (the “Committee”) appointed in the chapter 11 cases of the above-captioned 

debtors in possession (the “Debtors”) filed the Application of the Official Committee of Unsecured 

Creditors for Authority to Retain and Employ Axiom Advisors as Government Affairs Consultant, 

Effective as of March 15, 2019 [Docket No. 1524] (the “Application”). 

PLEASE TAKE FURTHER NOTICE that a proposed form of order with respect 

to the relief sought therein was attached as Exhibit A to the Application (the “Original Proposed 

Order”). 

PLEASE TAKE FURTHER NOTICE that, contemporaneously with the 

Application, the Debtors submitted the Declaration of Cassie Gilson in support of the Application 

[Docket No. 1525] (the “Original Gilson Declaration”). 

PLEASE TAKE FURTHER NOTICE that the hearing on the Application is 

scheduled to be held on May 9, 2019, at 9:30 a.m. (Pacific Time) (the “Omnibus Hearing”) at 

the United States Bankruptcy Court for the Northern District of California (San Francisco 

Division) (the “Bankruptcy Court”) in the courtroom of the Honorable Dennis Montali, United 

States Bankruptcy Judge, Courtroom 17, 16th Floor, 450 Golden Gate Avenue, San Francisco, 

California 94102. Oppositions or responses, if any, to the relief requested in the Application were 

required to be filed and served on or before May 1, 2019 at 4:00 p.m. (Pacific Time) (the 

“Objection Deadline”). Upon request, counsel to the Committee agreed to extend the Objection 

Deadline to 4:00 p.m. (Pacific Time) on May 7, 2019 solely with respect to the Office of the United 

States Trustee (the “U.S. Trustee”). See Third Stipulation Between Official Committee of 

Unsecured Creditors and United States Trustee Extending Time to Respond to Application to 

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44553.00001

Retain and Employ Axiom Advisors as Government Affairs Consultant to the Committee [Docket 

No. 1854] (the “Third Stipulation”).1 

PLEASE TAKE FURTHER NOTICE that, attached hereto as Exhibit 1-1 and 

Exhibit 1-2, respectively, are copies of the Committee’s revised proposed order on the Application 

(the “Revised Proposed Order”) and a redline comparison of the Revised Proposed Order against 

the Original Proposed Order. 

PLEASE TAKE FURTHER NOTICE that, contemporaneously herewith, the 

Committee filed an Amended Declaration of Cassie Gilson in support of the Application [Docket. 

No. __ ] (the “Amended Gilson Declaration”). A redline comparison of the Amended Gilson 

Declaration against the Original Gilson Declaration is attached hereto as Exhibit 2. The revisions 

reflected in the Revised Proposed Order and the Amended Gilson Declaration reflect and resolve 

comments received from the U.S. Trustee to the Application. 

PLEASE TAKE FURTHER NOTICE that the Committee reserves the right to 

further amend, modify, or supplement the proposed order on the Application at any time up to and 

during the Omnibus Hearing. 

PLEASE TAKE FURTHER NOTICE that copies of the pleadings and other 

documents identified herein can be viewed and/or obtained: (i) by accessing the Court’s website 

at http://www.canb.uscourts.gov, (ii) by contacting the Office of the Clerk of the Court at 450 

Golden Gate Avenue, San Francisco, CA 94102, or (iii) from the Debtors’ notice and claims agent, 

Prime Clerk LLC (“Prime Clerk”), at https://restructuring.primeclerk.com/pge or by calling (844) 

339- 4217 (toll free) for U.S.-based parties; or +1 (929) 333-8977 for International parties or by email at: pgeinfo@primeclerk.com. Note that a PACER password is needed to access documents 

on the Bankruptcy Court’s website. 

 

1

 As of the time of this filing, the Court has not entered an order approving the Third Stipulation.

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4 

44553.00001

Dated: May 7, 2019 

 MILBANK LLP 

 /s/ Thomas R. Kreller 

THOMAS R. KRELLER 

Counsel for the Official Committee of Unsecured 

Creditors

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EXHIBIT 1-1 

Clean Version of Revised Proposed Order

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De n nis F. D u n ne (a d mitte d pr o h ac vice ) 

Sa m uel A. K halil (a d mitte d pr o h ac vice ) 

MI L B A N K L L P 

5 5 H u ds o n Yar ds 

Ne w Y or k, Ne w Y or k 1 0 0 0 1- 2 1 6 3 

Tele p h o ne: ( 2 1 2) 5 3 0- 5 0 0 0 

Facsi mile: ( 2 1 2) 5 3 0- 5 2 1 9 

a n d 

Gre g or y A. Bra y ( S B N 1 1 5 3 6 7) 

T h o mas R. Kreller ( S B N 1 6 1 9 2 2) 

MI L B A N K L L P 

2 0 2 9 Ce nt ur y Par k East, 3 3r d Fl o or 

L os A n geles, C A 9 0 0 6 7 

Tele p h o ne: ( 4 2 4) 3 8 6- 4 0 0 0 

Facsi mile: ( 2 1 3) 6 2 9- 5 0 6 3 

C o u nsel f or t he Offici al C o m mittee 

of U nsec ure d Cre dit ors

U NI T E D S T A T E S B A N K R U P T C Y C O U R T 

N O R T H E R N DI S T RI C T O F C A LI F O R NI A 

S A N F R A N CI S C O DI VI SI O N 

I n re: 

P G & E C O R P O R A TI O N 

 - a n dP A CI FI C G A S A N D E L E C T RI C 

C O M P A N Y, 

 De bt ors. 

Case N o. 1 9- 3 0 0 8 8 ( D M) 

C ha pter 1 1 

( Lea d Case) 

(J oi ntl y A d mi nistere d)

Affects P G & E C or p orati o n 

Affects Pacific Gas a n d Electric C o m pa n y 

Affects b ot h De bt ors 

* All p a pers s h all be file d i n t he Le a d C ase. 

N o. 1 9- 3 0 0 8 8 ( D M) 

O R D E R A U T H O RI ZI N G T H E R E T E N TI O N 

A N D E M P L O Y M E N T O F A XI O M 

A D VI S O R S A S G O V E R N M E N T A F F AI R S 

C O N S U L T A N T, E F F E C TI V E A S O F 

M A R C H 1 5, 2 0 1 9 

Date: Ma y 9, 2 0 1 9 

Ti me: 9: 3 0 A M Pacific Ti me 

Place: U nite d States Ba n kr u ptc y C o urt 

C o urtr o o m 1 7, 1 6 t h Fl o or 

Sa n Fra ncisc o, C A 9 4 1 0 2 

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Upon the application (the “Application”)1 of the Official Committee of Unsecured Creditors 

(the “Committee”) appointed in the above-captioned chapter 11 cases for entry of an order (this 

“Order”) authorizing the Committee to retain and employ Axiom Advisors (“Axiom”) as advisors to 

the Committee, effective as of March 15, 2019; and the Court having reviewed the Application and 

the accompanying Declaration of Cassie Gilson (the “Gilson Declaration”), as amended; and the 

Court having jurisdiction to consider the Application and the relief requested therein pursuant to 28 

U.S.C. § 1334; and consideration of the Application 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 due and proper notice of the Application having been provided, and it 

appearing that no other or further notice need be provided; and the Court having determined that the 

legal and factual bases set forth in the Application establish just cause for the relief granted herein; 

and the Court having found that: (i) good and sufficient cause exists for granting the Application; 

(ii) Axiom does not represent any entity having an adverse interest in connection with these chapter 

11 cases; and any objections to the relief requested by the Application having been overruled or 

withdrawn; and upon all of the proceedings had before the Court, and after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as set forth herein. 

2. The Committee is authorized to retain and employ Axiom as advisors, effective as of 

March 15, 2019, on the terms set forth in the Engagement Letter. 

3. Axiom shall use its reasonable best efforts to avoid any duplication of the services to 

be provided by any of the Committee’s other retained professionals. 

 

1

 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in 

the Application. 

Case: 19-30088 Doc# 1899 Filed: 05/07/19 Entered: 05/07/19 15:41:11 Page 7 of

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4. Except to the extent set forth herein, the Engagement Letter is approved pursuant to 

sections 328(a) and 1103(a) of the Bankruptcy Code. Axiom shall file monthly, 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 

Local Rules, any applicable orders or procedures of this Court, and the Fee Guidelines; provided that 

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

Axiom’s fees and expenses shall not be subject to review under the standard set forth in section 330 

of the Bankruptcy Code, except that the U.S. Trustee shall have review for reasonableness pursuant 

to section 330 of the Bankruptcy Code. Subject to compliance with the foregoing, and subject to 

approval by the Court, the Debtors shall pay Axiom’s fees and reimburse Axiom for its reasonable 

and necessary costs and expenses as provided in the Engagement Letter. For the avoidance of doubt, 

under no circumstances shall any of the compensation or expense reimbursement obligations 

approved by the Court be an obligation of, or paid by, the Committee or any of its members. 

5. Notwithstanding anything to the contrary herein, the requirements of the Interim 

Compensation Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and 

any other orders or procedures of this Court, to the extent applicable, are hereby modified such that 

Axiom’s professionals shall only be required to maintain summary records in one-half (.5) hour 

increments. 

6. The U.S. Trustee shall review and approve any agreements to outsource any of the 

services covered by Axiom’s retention. 

7. The Committee and Axiom are authorized to take all actions each of them deems 

necessary and appropriate to effectuate the relief granted in this Order. 

8. Axiom shall conduct an ongoing review of its files to ensure that no conflicts or other 

disqualifying circumstances exist or arise. To the extent that any new material facts or relationships 

Case: 19-30088 Doc# 1899 Filed: 05/07/19 Entered: 05/07/19 15:41:11 Page 8 of

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bearing on the matters described in the Gilson Declaration during the period of Axiom’s retention are 

discovered or arise, Axiom will file a supplemental declaration, as required by Bankruptcy Rule 

2014(a). 

9. In the event of any inconsistency between the Engagement Letter, the Application, 

and this Order, this Order shall govern. 

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

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

** END OF ORDER ** 

Case: 19-30088 Doc# 1899 Filed: 05/07/19 Entered: 05/07/19 15:41:11 Page 9 of

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EXHIBIT 1-2 

Redline Comparison

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Sa m uel A. K halil (a d mitte d pr o h ac vice ) 

MI L B A N K L L P 

5 5 H u ds o n Yar ds 

Ne w Y or k, Ne w Y or k 1 0 0 0 1- 2 1 6 3 

Tele p h o ne: ( 2 1 2) 5 3 0- 5 0 0 0 

Facsi mile: ( 2 1 2) 5 3 0- 5 2 1 9 

a n d 

Gre g or y A. Bra y ( S B N 1 1 5 3 6 7) 

T h o mas R. Kreller ( S B N 1 6 1 9 2 2) 

MI L B A N K L L P 

2 0 2 9 Ce nt ur y Par k East, 3 3r d Fl o or 

L os A n geles, C A 9 0 0 6 7 

Tele p h o ne: ( 4 2 4) 3 8 6- 4 0 0 0 

Facsi mile: ( 2 1 3) 6 2 9- 5 0 6 3 

Pr o p ose d C o u nsel f or t he Offici al C o m mittee 

of U nsec ure d Cre dit ors

U NI T E D S T A T E S B A N K R U P T C Y C O U R T 

N O R T H E R N DI S T RI C T O F C A LI F O R NI A 

S A N F R A N CI S C O DI VI SI O N 

I n re: 

P G & E C O R P O R A TI O N 

 - a n dP A CI FI C G A S A N D E L E C T RI C 

C O M P A N Y, 

 De bt ors. 

Case N o. 1 9- 3 0 0 8 8 ( D M) 

C ha pter 1 1 

( Lea d Case) 

(J oi ntl y A d mi nistere d)

Affects P G & E C or p orati o n 

Affects Pacific Gas a n d Electric C o m pa n y 

Affects b ot h De bt ors 

* All p a pers s h all be file d i n t he Le a d C ase. 

N o. 1 9- 3 0 0 8 8 ( D M) 

[ P R O P O S E D] O R D E R A U T H O RI ZI N G T H E R E T E N TI O N A N D E M P L O Y M E N T O F 

A XI O M A D VI S O R S A S G O V E R N M E N T 

A F F AI R S C O N S U L T A N T, E F F E C TI V E A S 

O F M A R C H 1 5, 2 0 1 9 

Date: Ma y , 2 0 1 9 

Ti me: 9: 3 0 A M Pacific Ti me 

Place: U nite d States Ba n kr u ptc y C o urt 

C o urtr o o m 1 7, 1 6 t h Fl o or 

Sa n Fra ncisc o, C A 9 4 1 0 2 

Case: 19-30088 Doc# 1899 Filed: 05/07/19 Entered: 05/07/19 15:41:11 Page 11

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Upon the application (the “Application”)1 of the Official Committee of Unsecured Creditors 

(the “Committee”) appointed in the above-captioned chapter 11 cases for entry of an order (this 

“Order”) authorizing the Committee to retain and employ Axiom Advisors (“Axiom”) as advisors to 

the Committee, effective as of March 15, 2019; and the Court having reviewed the Application and 

the accompanying DeclarationsDeclaration of Cassie Gilson (the “Gilson Declaration”), as amended; 

and the Court having jurisdiction to consider the Application and the relief requested therein pursuant 

to 28 U.S.C. § 1334; and consideration of the Application 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 due and proper notice of the Application having been provided, 

and it appearing that no other or further notice need be provided; and the Court having determined 

that the legal and factual bases set forth in the Application establish just cause for the relief granted 

herein; and the Court having found that: (i) good and sufficient cause exists for granting the 

Application; (ii) Axiom does not represent any entity having an adverse interest in connection with 

these chapter 11 cases; (iii) Axiom is a “disinterested person” within the meaning of section 101(14) 

of the Bankruptcy Code; and (iv) Axiom’s monthly fees as set forth in the Gilson Declaration are 

reasonable; andand any objections to the relief requested by the Application having been overruled 

or withdrawn; and upon all of the proceedings had before the Court, and after due deliberation and 

sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Application is granted as set forth herein. 

2. The Committee is authorized to retain and employ Axiom as advisors, effective as of 

March 15, 2019, on the terms set forth in the Engagement Letter. 

 

1

 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in 

the Application. 

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3. Axiom shall use its reasonable best efforts to avoid any duplication of the services to 

be provided by any of the Committee’s other retained professionals. 

4. Except to the extent set forth herein, the Engagement Letter is approved pursuant to 

sections 328(a) and 1103(a) of the Bankruptcy Code. Axiom shall file monthly, 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 

Local Rules, any applicable orders or procedures of this Court, and the Fee Guidelines; provided that 

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

Axiom’s fees and expenses shall not be subject to review under the standard set forth in section 330 

of the Bankruptcy Code, except that the U.S. Trustee shall have review for reasonableness pursuant 

to section 330 of the Bankruptcy Code. Subject to compliance with the foregoing, and subject to 

approval by the Court, the Debtors shall pay Axiom’s fees and reimburse Axiom for its reasonable 

and necessary costs and expenses as provided in the Engagement Letter. For the avoidance of doubt, 

under no circumstances shall any of the compensation or expense reimbursement obligations 

approved by the Court be an obligation of, or paid by, the Committee or any of its members. 

5. Notwithstanding anything to the contrary herein, the requirements of the Interim 

Compensation Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and 

any other orders or procedures of this Court, to the extent applicable, are hereby modified such that 

Axiom’s professionals shall notonly be required to maintain summary records. in one-half (.5) hour 

increments.

6. The U.S. Trustee shall review and approve any agreements to outsource any of the 

services covered by Axiom’s retention. 

7. 6. The Committee and Axiom are authorized to take all actions each of them deems 

necessary and appropriate to effectuate the relief granted in this Order. 

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7. The terms and conditions of this Order shall be immediately effective and enforceable upon 

its entry. 

8. Axiom shall conduct an ongoing review of its files to ensure that no conflicts or other 

disqualifying circumstances exist or arise. To the extent that any new material facts or relationships 

bearing on the matters described in the Gilson Declaration during the period of Axiom’s retention are 

discovered or arise, Axiom will file a supplemental declaration, as required by Bankruptcy Rule 

2014(a). 

9. 8. In the event of any inconsistency between the Engagement Letter, the Application, 

and this Order, this Order shall govern. 

10. 9. The Court shall retain jurisdiction to hear and determine all matters arising from or 

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

** END OF ORDER ** 

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Summary report: 

Litéra® Change-Pro 10.0.0.27 Document comparison done on 5/6/2019 

6:40:20 PM

Style name: Default Style 

Intelligent Table Comparison: Active 

Original filename: Old Order.docx 

Modified filename: Revised Axiom Order.docx 

Changes: 

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Total Changes: 26 

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EXHIBIT 2 

Redline Comparison of Amended Gilson Declaration 

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44553.00001

EXHIBIT B 

Amended Declaration of Cassie Gilson

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De n nis F. D u n ne (a d mitte d r o h ac vice) Sa m uel A. K halil (a d mitte d pr o h ac vice ) MI L B A N K L L P 

5 5 H u ds o n Yar ds 

Ne w Y or k, Ne w Y or k 1 0 0 0 1- 2 1 6 3 

Tele p h o ne: ( 2 1 2) 5 3 0- 5 0 0 0 

Facsi mile: ( 2 1 2) 5 3 0- 5 2 1 9 

a n d 

Gre g or y A. Bra y ( S B N 1 1 5 3 6 7) 

T h o mas R. Kreller ( S B N 1 6 1 9 2 2) 

MI L B A N K L L P 

2 0 2 9 Ce nt ur y Par k East, 3 3r d Fl o or 

L os A n geles, C A 9 0 0 6 7 

Tele p h o ne: ( 4 2 4) 3 8 6- 4 0 0 0 

Facsi mile: ( 2 1 3) 6 2 9- 5 0 6 3 

Pr o p ose d C o u nsel f or t he Offici al C o m mittee of U nsec ure d Cre dit ors

U NI T E D S T A T E S B A N K R U P T C Y C O U R T 

N O R T H E R N DI S T RI C T O F C A LI F O R NI A 

S A N F R A N CI S C O DI VI SI O N 

I n re: 

P G & E C O R P O R A TI O N 

 - a n dP A CI FI C G A S A N D E L E C T RI C 

C O M P A N Y, 

 De bt ors.

Case N o. 1 9- 3 0 0 8 8 ( D M) 

C ha pter 1 1 

( Lea d Case) 

(J oi ntl y A d mi nistere d)

Affects P G & E C or p orati o n 

Affects Pacific Gas a n d Electric C o m pa n y 

Affects b ot h De bt ors 

* All p a pers s h all be file d i n t he Le a d C ase. 

N o. 1 9- 3 0 0 8 8 ( D M) 

A M E N E D E D D E C L A R A TI O N O F C A S SI E 

GI L S O N I N S U P P O R T O F A P P LI C A TI O N O F 

T H E O F FI CI A L C O M MI T T E E O F 

U N S E C U R E D C R E DI T O R S F O R A U T H O RI T Y 

T O R E T AI N A N D E M P L O Y A XI O M 

A D VI S O R S A S G O V E R N M E N T A F F AI R S 

C O N S U L T A N T, E F F E C TI V E A S O F M A R C H 

1 5, 2 0 1 9 

Date: Ma y [ 8] , 2 0 1 9 Ti me: 9: 3 0 a. m. ( Pacific Ti me) 

Place: U nite d States Ba n kr u ptc y C o urt C o urtr o o m 1 7, 1 6 t h Fl o or 

Sa n Fra ncisc o, C A 9 4 1 0 2 

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 I, Cassie Gilson, being duly sworn, state the following under the penalty of perjury: 

1. I am a principal of Axiom Advisors (“Axiom”), which has its principal office at 

1201 K Street, Suite 920, Sacramento, CA 95814. I am duly authorized to make this amended

declaration (the “Amended Declaration”) on behalf of Axiom, which amends and restates the 

Declaration filed on April 17, 2019 [Docket No. 1525]. Unless otherwise indicated herein, the 

statements in this Amended Declaration are based on my personal knowledge, my discussions with 

other employees of Axiom, my discussions with other advisors to the Official Committee of 

Unsecured Creditors (the “Committee”) of the above-captioned debtors in possession 

(collectively, the “Debtors”) in these chapter 11 cases (the “Chapter 11 Cases”), my review of 

relevant documents and/or my opinion based upon my experience. 

2. This Amended Declaration is being submitted in connection with the proposed

retention of Axiom as government affairs consultant to the Committee in these Chapter 11 Cases 

to perform services as set forth in the Application of the Official Committee of Unsecured Creditors 

Pursuant to 11 U.S.C. §§ 328(a) and 1103(a) and Fed. R. Bank. R. 2014 and 2016 for Authority 

to Retain and Employ Axiom Advisors as Government Affairs Consultant, Effective as of March 

15, 2019 (the “Application”). The Committee’s retention of Axiom is governed by an engagement 

letter, dated as of March 15, 2019 (the “Engagement Letter”), a copy of which is attached to the 

Application as Exhibit C.

1

 

3. I am familiar with the matters set forth herein and, if called as a witness, I would 

testify thereto. 

Axiom’s Qualifications 

4. I believe that Axiom and the professionals it employs are uniquely qualified to 

advise the Committee in the matters for which Axiom is proposed to be employed. 

5. Axiom is a full-service government affairs firm dedicated to providing strategic 

consulting, lobbying and advocacy, public affairs and targeted communications, and regulatory 

 

1

 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 

Application or the Engagement Letter, as applicable.

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counsel to our clients in Sacramento and throughout California. Axiom has nine full-time staff 

operating out of three offices, with six full-time staff located in Sacramento. 

6. Axiom regularly appears before nearly every policy committee in the Capitol, and 

a wide variety of regulatory agencies in Sacramento and across the state, and works closely with 

legislative leaders, the Governor’s Administration, rank-and-file members in the California Senate 

and Assembly, and high-ranking members of virtually every department, agency, commission, and 

board in California’s government. In addition, Axiom’s professionals have decades of successful 

outcomes before key regulatory bodies such as the California Public Utilities Commission, the 

California Coastal Commission, the State Lands Commission, the California Energy Commission, 

the California Air Resources Board and the State Water Board. 

Scope of Axiom’s Proposed Services 

7. The terms and conditions of the Engagement Letter were the result of arm’s length 

discussions and negotiations between Axiom and the Committee. Subject to further order of the 

Court, and consistent with the Engagement Letter, Axiom will provide issues monitoring, 

consultation, strategic and communication advice and advocacy representation with respect to 

political, administrative, regulatory, governmental affairs, legislative and similar issues that may 

arise in connection with the Chapter 11 Cases that the Committee believes will assist in the 

performance of its duties or otherwise impact unsecured creditors of the Debtors. 

8. As discussed further below, Axiom represents Clearway Energy (“Clearway”) with 

respect to certain power purchase agreement (“PPA”) issues (the “PPA Issues”). Axiom and the 

Committee have agreed that, if, during the duration of the engagement, counsel to the Committee 

determines that a conflict has or may arise between the Committee and Clearway solely with 

respect to PPA issuesIssues, then Axiom will subcontract all Committee work on the PPA Issues 

to an individual and/or firm of the Committee’s choice. Axiom will use its best efforts to assist 

the Committee in identifying individuals and/or firms to assume work on the PPA Issues, and any 

party assuming the subcontracted issues will be bound to the Committee to the same extent as 

Axiom is bound to the Committee under the terms of the Engagement Letter. Axiom shall obtain 

the Committee’s written permission before subcontracting a PPA Issue to any other firm or 

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individuals, and such permission shall not be unreasonably withheld. To the extent a conflict has 

or may arise between the Committee and one of Axiom’s existing clients with respect to any nonPPA Issue, then Axiom will subcontract all non-Committee work on such issue(s) to a third party 

consultant. 

9. If the Committee requests that Axiom perform services not specifically 

contemplated by the Engagement Letter, Axiom and the Committee will agree, in writing, on the 

terms for such services and request the Court’s approval thereof. 

Professional Compensation and Expense Reimbursement 

10. Axiom’s decision to advise and assist the Committee in connection with these 

Chapter 11 Cases is subject to its ability to be retained in accordance with the terms of the 

Engagement Letter pursuant to section 328(a), and not section 330, of the Bankruptcy Code. 

11. As set forth more fully in the Engagement Letter, Axiom will be compensated 

through payment of a flat fee of $25,000 per month plus reimbursement of actual expenses. While 

Axiom does not ordinarily maintain contemporaneous time records, and will be paid a flat monthly 

fee, it will maintain time records in increments of 0.5 hours. Axiom will maintain detailed records 

of the actual expenses it incurs in connection with rendering services to the Committee and for 

which it will seek reimbursement. 

12. Axiom intends to apply for compensation for professional services rendered and 

reimbursement of expenses incurred in connection with these Chapter 11 Cases, subject to the 

Court’s approval and in compliance with applicable provisions of the Bankruptcy Code, the 

Bankruptcy Rules, the Local Bankruptcy Rules, the Revised U.S. Trustee Guidelines, the 

Guidelines for Compensation, the Interim Compensation Order and any other applicable 

procedures and orders of the Court, including any order approving the Application and consistent 

with the proposed compensation set forth in the Engagement Letter. 

13. Notwithstanding the above, because Axiom does not ordinarily maintain 

contemporaneous time records, and will be paid a flat monthly fee, the Committee requests that 

the obligation to maintain time records be waived and Axiom’s professionals not be required to 

maintain any time records, and Axiom not be required to provide or conform to any schedule of 

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hourly rates. To the extent that Axiom’s time-keeping process as described herein deviates from 

what would otherwise be required, the Committee respectfully requests that this Court allow such 

deviations and waive any requirements to the contrary. To the extent that Axiom would otherwise 

be required to submit more detailed time records for its professionals by the Bankruptcy Code, the 

Bankruptcy Rules, the Local Bankruptcy Rules, the Revised U.S. Trustee Guidelines, the 

Guidelines for Compensation, the Interim Compensation Order, or other applicable procedures 

and orders of the Court, the Committee respectfully requests that this Court waive such 

requirements. 

No Duplication of Services 

13. 14. I do not believe that the services to be rendered by Axiom will be duplicative of 

the services performed by any other professional, and Axiom will use reasonable efforts to 

coordinate with the Committee and the other professionals engaged by the Committee to minimize 

and avoid duplication of services. 

Disinterestedness and Eligibility 

14. 15. In connection with its proposed retention by the Committee in these Chapter 11 

Cases, Axiom undertook to determine whether it has any conflicts or other material relationships 

that might cause it to represent or hold an interest adverse to the Debtors. In connection with this 

inquiry, Axiom obtained from the Debtors and their professionals the names of individuals and 

entities that may be parties in interest in these cases (the “Potential Parties in Interest”), as 

summarized on the Debtors’ Retention Checklist. 

15. 16. To the best of my knowledge, information, and belief, Axiom has not 

represented any Potential Parties in Interest in connection with matters relating to the Debtors, 

their estates, assets, or businesses and will not represent other entities which are creditors of, or 

have other relationships to, the Debtors in matters relating to these cases except as set forth herein. 

16. 17. As part of this inquiry, Axiom entered the names of Potential Parties in Interest 

into its computer database of existing and prior client engagements. Through this process, Axiom 

determined that it is and/or was formerly engaged by certain of the Potential Parties in Interest 

and/or their affiliates. To the best of my knowledge, information and belief, and based on such 

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internal review process, Axiom currently is engaged to advise and/or was formerly engaged in the 

last three years to advise the entities identified on Schedule 2 attached hereto and/or affiliates 

thereof on matters unrelated to these Chapter 11 Cases. These engagements are in no way 

connected with matters relating to the Debtors, their estates, assets, or businesses, and do not 

impair Axiom’s ability to be employed by the Committee. To the best of my knowledge, 

information and belief, insofar as I have been able to ascertain after reasonable inquiry, none of 

these engagements are adverse to the interests represented by the Committee. With respect to the 

rest of the Potential Parties in Interest, to the best of my knowledge, Axiom has not been engaged 

to render advisory services to any of them within the past three years. 

17. 18. In addition to the disclosures in Annex 2, Axiom has certain additional matters 

worthy of disclosure below. 

18. 19. With respect to Centerbridge Partners LP, a party listed on the Verified 

Statement of the Ad Hoc Committee of Senior Unsecured Noteholders Pursuant to Bankruptcy 

Rule 2019 [Docket No. 744] (the “Ad Hoc 2019”), Axiom provides information and analysis of 

legislative and administrative actions that are relevant to the bankruptcy but does not lobby or 

publicly represent Centerbridge before the legislature, administration or in any other forum. 

Axiom does not believe that such representation will conflict with, or infringe upon, its 

representation of the Committee. Axiom will also be bound to maintain the confidentiality of any 

information it receives from the Committee. 

19. 20. With respect to LS Power, Axiom provides information and analysis of 

legislative and administrative actions that may be relevant to the bankruptcy and publicly lobbies 

and represents LS Power before the legislature and administration on matters unrelated to the 

Debtors’ bankruptcy cases. Axiom does not believe that such representation will conflict with, or 

infringe upon, its representation of the Committee. Axiom will also be bound to maintain the 

confidentiality of any information it receives from the Committee. 

20. 21. Axiom currently represents Clearway with respect to certain PPA Issues. As 

provided above and in the Engagement Letter, the Committee and Axiom have agreed that if any 

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conflict arises with respect to the PPA Issues, Axiom will subcontract such work to another 

provider subject to the Committee’s approval. 

21. Axiom does not actually possess specific information regarding the PPA between 

Clearway and the Debtors, and Axiom does not believe that such information is relevant to the 

services that Axiom provides to Clearway. The consulting Axiom provides to Clearway does not 

involve particular contracts, but rather is a higher level view on the regulatory and political 

environment that exists that may impact PPAs more generally. Accordingly, Axiom does not have 

copies of, has not reviewed and does not provide any detailed advice on those agreements. Axiom 

has been able to obtain summary information from the Debtors regarding those contracts and the 

Debtors have permitted Axiom to provide that information to the U.S. Trustee on a confidential 

basis. 

22. One of Axiom’s employees also performs certain services for California Strategies 

(“CA”), a separate governmental affairs firm. CA represents a coalition of parties in understanding 

the regulatory, political, and policy issues related to energy and wildfire issues in California. 

Among the parties included in the coalition is Diameter Capital Partners LP, which is listed on the 

Ad Hoc 2019. Axiom does not represent Diameter before the legislature, administration or in any 

other forum and Axiom does not believe that such representation by its employee will conflict 

with, or infringe upon, its representation of the Committee. Such employee will also be bound to 

maintain the confidentiality of any information he receives from the Committee. 

23. Another employee of Axiom performs certain work for a coalition of parties with 

respect to certain California water resources-related issues. This coalition, named RiverArc, 

includes the Placer County Water Authority, a party listed as a Potential Parties in Interest. Such 

work is wholly unrelated to the Debtors’ bankruptcy cases. Such employee will also be bound to 

maintain the confidentiality of any information he receives from the Committee. 

24. Other than as referenced herein or set forth on Schedule 2, (a) I am unaware of any 

client engagements that Axiom has had or has with the Potential Parties in Interest herein; and 

(b) Axiom has not been engaged to assist any entity or person on matters relating to, or in 

connection with, these cases. It is possible that Axiom may now or in the future be engaged by 

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one or more of the Potential Parties in Interest in matters unrelated to the Debtors or these cases. 

In addition, the Debtors may have customers, creditors, competitors, and other parties with whom 

they maintain business relationships that are not listed as Potential Parties in Interest and with 

whom Axiom may now or in the future have engagements or material commercial relationships. 

To the extent that Axiom discovers any, or enters into any new material engagement or commercial 

relationship with Potential Parties in Interest, it will supplement this disclosure to the Court. 

25. To the best of my knowledge, information, and belief after reasonable inquiry, other 

than as disclosed in this Amended Declaration, neither I, Axiom, nor any of our professionals or

employees participating in or connected with Axiom’s engagement with the Committee: (i) is 

related to the Debtors or any other party in interest herein, the United States Trustee for the 

Northern District of California or anyone employed in the Office of the United States Trustee for 

the Northern District of California, or the judge assigned to these cases; (ii) holds or represents 

any other entity having an adverse interest in connection with these Chapter 11 Cases; or (iii) has 

advised any Potential Parties in Interest in connection with these Chapter 11 Cases. Additionally, 

Axiom does not believe that any relationship that Axiom or any of our professionals or employees 

participating in or connected with Axiom’s engagement with the Committee may have with any 

Potential Parties in Interest in connection with any unrelated matter will interfere with or impair 

Axiom’s representation of the Committee in these Chapter 11 Cases. 

26. To the best of my knowledge and belief, insofar as I have been able to ascertain 

after reasonable inquiry, Axiom has no agreement with any other entity to share with such entity 

any compensation received by Axiom in connection with these Chapter 11 Cases. No promises 

have been received by Axiom as to compensation for Axiom in connection with these Chapter 11 

Cases other than in accordance with the Engagement Letter. 

27. Certain employees of Axiom may have mortgages, consumer loans, investment 

accounts, brokerage accounts, or other banking brokerage, or other customer relationships with 

institutions that are creditors, equity holders or other Potential Parties in Interest in these Chapter 

11 Cases or with funds sponsored by or affiliated with such parties. I do not believe that these 

relationships create a conflict of interest regarding the Debtors or their Chapter 11 Cases. 

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28. Certain employees of Axiom were formerly employed by other professional 

services firms that are among, or represent other parties that are among, the creditors, equity 

holders, or other Potential Parties in Interest in these cases in connection with matters unrelated to 

the Debtors and the Chapter 11 Cases. I do not believe that these matters create a conflict of 

interest regarding the Debtors or the Chapter 11 Cases. 

29. In addition, certain employees of Axiom and certain of such persons’ relatives may 

directly or indirectly hold, in the ordinary course, debt or equity securities of certain of the Potential 

Parties in Interest or investment funds sponsored by them. However, based upon the information 

that has been provided to me, I believe that any such holdings are insignificant and, to my 

knowledge, none of these investors controls or has any influence on such Potential Parties in 

Interest. Further, I do not believe these investments, considered separately or collectively, are 

material or create a conflict of interest regarding the Debtors or these Chapter 11 Cases. 

30. In the light of the number of the Debtors’ creditors, Potential Parties in Interest, and 

potential additional parties in interest, neither I nor Axiom is able conclusively to identify all 

potential relationships at this time, and we reserve the right to supplement this disclosure as 

additional material relationships come to our attention. In particular, among other things, Axiom 

may have relationships with persons who are beneficial owners of Potential Parties in Interest and 

persons whose beneficial owners include Potential Parties in Interest or persons who otherwise 

have relationships with Potential Parties in Interest. Moreover, Axiom employees may have 

relationships with Potential Parties in Interest, persons that may become parties in interest in this 

case, or persons that have business relationships with the Debtors or are competitors of the Debtors. 

31. Based on the foregoing, to the best of my knowledge and belief, insofar as I have 

been able to ascertain after reasonable inquiry, Axiom and the employees of Axiom that will work 

on this engagement do not hold or represent any other entity having an adverse interest in 

connection with these Chapter 11 Cases, and Axiom is a “disinterested person” as that term is 

defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the 

Bankruptcy Code, in that Axiom and the employees of Axiom that will work on this engagement: 

a. are not creditors, equity security holders, or insiders of the Debtors; 

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a. were not, within two years before the Petition Date, a director, officer, or 

employee of the Debtors; and 

b. do not have an interest materially adverse to the Debtors, their respective 

estates, or any class of creditors or equity security holders by reason of any direct or indirect 

relationship to, connection with, or interest in the Debtors, or for any other reason. 

32. Axiom will conduct an ongoing review of its files to ensure that no conflicts 

or other disqualifying circumstances exist or arise. To the extent that any new material facts or 

relationships bearing on the matters described herein during the period of Axiom’s retention are 

discovered or arise, Axiom will use reasonable efforts to file a supplemental declaration, as 

required by Bankruptcy Rule 2014(a). 

Executed on April 17May 7, 2019, Sacramento, CA 

/s/ Cassie Gilson 

Cassie Gilson 

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SCHEDULE 1 

Retention Checklist

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x Debtors 

x Debtors’ Trade Names and Aliases (up to 8 years) 

x Affiliates and Subsidiaries 

x Bank Accounts 

x Bankruptcy Judges & Staff Northern District of California 

x Current Officers and Directors 

x Term and Revolving Loan Lenders and Administrative Agents 

x Contract Counterparties 

x DIP Lenders 

x Debtors Professionals 

x Former Officers and Directors (since 2008) 

x Affiliations of Former Officers 

x Affiliations of Former Directors 

x Insurance/Insurance Provider/Surety Bonds 

x Surety Bonds 

x Landlords and parties to leases 

x Lenders Litigation Counterparties/Litigation Pending Lawsuits 

x Litigation Parties (in adversary proceeding 19-03003) 

x Ad Hoc Committee of Unsecured Tort Claimant Creditors 

x Non-Debtors Professionals 

x Ordinary Course Professionals 

x Letters of Credit 

x Regulatory and Government 

x Significant Competitors 

x Significant Shareholders (more than 5% of equity) 

x Significant holder of voting securities 

x Taxing Authorities 

x Top Unsecured Creditors (top 50 list as well as other large holders of unsecured claims) 

x Unsecured Notes 

x UCC Lien Holders 

x Unions 

x Office of the United States Trustee for Region 17 

x Utility Providers

x Vendors/Suppliers 

x Interested Parties / Notice of Appearance Parties

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SCHEDULE 2 

Connections to Potential Parties in Interest 

Party Name Relationship to 

Debtors2

Relationship to Axiom3

Aera Energy LLC Contract 

Counterparties 

Current client on matters unrelated to 

the Debtors or the Chapter 11 cases 

Cargill Inc. Contract 

Counterparties 

Current client on matters unrelated to 

the Debtors or the Chapter 11 cases 

LS Power Current client on matters unrelated to 

the Debtors or the Chapter 11 cases 

SunPower Contract 

Counterparties 

Potential affiliate of current client on 

mattes unrelated to the Debtors or the 

Chapter 11 cases 

 

2

 The Relationship to the Debtors is correlated to the categories of relationships from the 

Debtors’ Interested Party List. Where a Party was listed in multiple categories, each category is 

indicated.

3

 A “current client” is an entity for which there are, as of the date hereof, active matters on 

which Axiom is engaged; a “former client” is an entity for which there were no active matters as 

of the date hereof. Axiom does not represent any of these “current” or potential” clients in 

matters related to the Debtors or the Chapter 11 Cases. Identification of a party in interest on 

Annex 2 is not an admission of a conflict, disabling or otherwise, but rather is solely a disclosure 

of potential connections. 

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