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7 

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e 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 

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

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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) 

O R D E R P U R S U A N T T O 1 1 U. S. C. 1 1 0 3( a) 

A N D F E D. R. B A N K R. P. 2 0 1 4 A N D 2 0 1 6 

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 MI L B A N K L L P A S 

C O U N S E L F O R 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 E F F E C TI V E 

A S O F F E B R U A R Y 1 2, 2 0 1 9 

Date: A pril 2 4, 2 0 1 9 

Ti me: 9: 3 0 a. m. ( P T) 

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 

Signed and Filed: April 29, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 30, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1766 Filed: 04/29/19 Entered: 04/30/19 12:15:32 Page 1 of

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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 authorizing the Committee to retain and employ Milbank LLP (“Milbank”), pursuant to 

section 1103 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”), as counsel to the 

Committee, effective as of February 12, 2019, all as more fully set forth in the Application; and 

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

to 28 U.S.C. § 157 and 1334; and the Order Referring Bankruptcy Cases and Proceedings to 

Bankruptcy Judges, General Order 24 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 due and proper notice of the Application having been provided to the parties listed 

therein; and it appearing that no other or further notice need be provided; and this Court having 

reviewed the Application, the Declaration of Thomas R. Kreller (the “Kreller Declaration”) and 

the Declaration of Cynthia Wong (the “Wong Declaration”); and upon the record of the Hearing 

and all of the proceedings had before the Court; and this Court having found and determined that 

the relief sought in the Application is in the best interests of the Debtors, their estates, creditors, 

shareholders and all parties in interest; and that the legal and factual bases set forth in the 

Application establish just cause and satisfaction of the statutory requirements for the relief granted 

herein; and after due deliberation and sufficient cause appearing therefor, 

 

1

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

in the Application. 

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IT IS HEREBY ORDERED THAT: 

1. The Application is granted as provided herein. 

2. The Committee is authorized, pursuant to section 1103(a) of the Bankruptcy 

Code and Bankruptcy Rules 2014(a) and 2016, to retain and employ Milbank as counsel in 

accordance with Milbank’s normal hourly rates and reimbursement of disbursement 

policies, all as contemplated by the Application, effective as of February 12, 2019. 

3. Milbank is authorized to render the following professional services: 

a. participate in in-person and telephonic meetings of the Committee 

and subcommittees formed thereby, and otherwise advise the 

Committee with respect to its rights, powers and duties in these 

chapter 11 cases; 

b. assist and advise the Committee in its meetings and negotiations 

with the Debtors and other parties in interest regarding the 

administration of these chapter 11 cases; 

c. represent the Committee at hearings and other proceedings before 

the Court and such other courts or tribunals, as appropriate; 

d. assist the Committee in its analysis of, and negotiations with the 

Debtors or third parties related to, financing, asset disposition 

transactions, compromises of controversies, and assumption and 

rejection of executory contracts and unexpired leases; 

e. assist the Committee in its analysis of, and negotiations with the 

Debtors or third parties related to, the formulation, confirmation and 

implementation of a chapter 11 plan(s) and all documentation 

related thereto; 

f. assist the Committee in analyzing claims asserted against, and 

interests in, the Debtors, and in negotiating with the holders of such 

claims and interests and bringing, or participating in, objections or 

estimation proceedings with respect to such claims and interests; 

g. assist with the Committee’s review of the Debtors’ Schedules of

Assets and Liabilities, Statements of Financial Affairs and other 

financial reports prepared by the Debtors, and the Committee’s 

investigation of the acts, conduct, assets, liabilities and financial 

condition of the Debtors and of the historic and ongoing operation 

of their businesses; 

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h. assist and advise the Committee with respect to its communications 

with the general creditor body regarding significant matters in these 

cases; 

i. respond to inquiries from individual creditors as to the status of, and 

developments in, these chapter 11 cases; 

j. review and analyze complaints, motions, applications, orders and 

other pleadings filed with the Court, and advise the Committee with 

respect to its positions thereon and the filing of any responses 

thereto; 

k. assist the Committee in its review and analysis of, and negotiations 

with the Debtors and non-Debtor affiliates related to, intercompany 

transactions and claims; 

l. review and analyze third party analyses or reports prepared in 

connection with potential claims of the Debtors, advise the 

Committee with respect to its positions thereon, and perform such 

other diligence and independent analysis as may be requested by the 

Committee; 

m. provide the Committee with advice relating to applicable federal and 

state regulatory issues, including with respect to matters related to 

the Federal Energy Regulatory Commission, California Public 

Utilities Commission and the Nuclear Regulatory Commission, as 

such issues may arise in these chapter 11 cases; 

n. assist the Committee in preparing pleadings and applications, and 

pursuing or participating in adversary proceedings, contested 

matters and administrative proceedings as may be necessary or 

appropriate in furtherance of the Committee’s duties, interests, and 

objectives; and 

o. perform such other legal services as may be necessary or as may be 

requested by the Committee in accordance with the Committee’s 

powers and duties as set forth in the Bankruptcy Code. 

4. Milbank shall be compensated in accordance with, and will file, interim and 

final fee applications for allowance of its compensation and expenses and shall be subject 

to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy 

Local Rules, the Revised UST Guidelines, the United States Bankruptcy Court Northern 

District of California Guidelines for Compensation and Expense Reimbursement of 

Professionals and Trustees, effective February 19, 2014 (the “Local Fee Guidelines” and, 

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together with the Revised UST Guidelines, the “Fee Guidelines”), and any further order of 

the Court. 

5. Milbank shall be reimbursed for reasonable and necessary expenses as 

provided by the Fee Guidelines. 

6. Milbank shall use its best efforts to avoid any duplication of the services to 

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

7. Notice of the Application as provided therein shall be deemed good and 

sufficient notice of the Application. 

8. Milbank shall provide reasonable notice to the Committee and the U.S. 

Trustee of any increase of Milbank’s hourly rates; 

9. To the extent the Application is inconsistent with this Order, the terms of 

the 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 ** 

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