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Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

MILBANKLLP 

55 Hudson Yards 

New York, New York 10001-2163 

Telephone: (2 12) 530-5000 

Facsimile: (2 12) 530-5219 

and 

Gregory A. Bray (SBN 115367) 

Thomas R. Kreller (SBN 161922) 

MILBANKLLP 

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. 

Affects PG&E Corporation 

D Affects Pacific Gas and Electric Company 

Affects both Debtors 

* All papers shall be filed in the Lead Case. 

No. 19-30088 (DM) 

----------------

Case No. 19-30088 (OM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

ORDER AUTHORIZING THE RETENTION 

AND EMPLOYMENT OF AXIOM 

ADVISORS AS GOVERNMENT AFFAIRS 

CONSULTANT, EFFECTIVE AS OF 

MARCH 15, 2019 

Date: May 9, 201 9 

Time: 9:30 AM Pacific Time 

P lace: United States Bankruptcy Comt 

Courtroom 17, 16th Floor 

San Francisco, CA 94102 

Signed and Filed: May 9, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

May 10, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1978 Filed: 05/09/19 Entered: 05/10/19 14:35:37 Page 1 of

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Upon the application (the "Application")' 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 

Comt having jmisdiction 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 good and sufficient cause exists for granting the Application; and 

any objections to the relief requested by the Application having been ovenuled 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. 

2. 

The Application is granted as set forth herein. 

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

March 15, 20 19, 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. 

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

the Application. 

Case: 19-30088 Doc# 1978 Filed: 05/09/19 Entered: 05/10/19 14:35:37 Page 2 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 fo1th 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 Comt 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 mate1ial facts or relationships 

Case: 19-30088 Doc# 1978 Filed: 05/09/19 Entered: 05/10/19 14:35:37 Page 3 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 Ru le 

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 j urisdiction 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# 1978 Filed: 05/09/19 Entered: 05/10/19 14:35:37 Page 4 of

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