Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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Exhibit A-2 

Revised Proposed Order - Redline

Case: 19-30088 Doc# 3129-2 Filed: 07/22/19 Entered: 07/22/19 15:33:04 Page 1

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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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

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).

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 AND FED. R. BANKR. P.

2014(a) AND 2016 FOR AUTHORIZING THE

RETENTION AND EMPLOYMENT OF

DELOITTE & TOUCHE LLP FOR

INDEPENDENT AUDIT AND ADVISORY

SERVICES FOR THE DEBTORS EFFECTIVE

AS OF THE PETITION DATE

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Upon the Application, dated May 22, 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 and 328 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”), requesting authority to retain and employ Deloitte & Touche LLP

(“Deloitte & Touche”) as independent auditor and advisor for the Debtors effective as of the Petition

Date, all as more fully set forth in the Application; and this 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 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

Gillam Declaration, and the Supplemental Gillam Declaration; 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 for the relief granted herein; and after due deliberation and sufficient

cause appearing therefor,

IT IS HEREBY ORDERED THAT:

1. The Application is granted as provided herein.

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 retain and employ Deloitte & Touche as their

1

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

terms in the Application.

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independent auditor and advisor in these Chapter 11 Cases in accordance with the terms and conditions

set forth in the Engagement Agreements to perform the Services as contemplated in the Application,

effective as of the Petition Date.

3. If the Debtors and Deloitte & Touche enter into any additional agreements for the

provision of additional services by Deloitte & Touche, Deloitte &Touche and the Debtors will seek

separate retention orders with regard to any such additional agreements.

4. Notwithstanding anything to the contrary contained herein or in the Application or the

Engagement Agreements, Deloitte & Touche shall file interim and final fee applications for allowance

of compensation and reimbursement of out-of-pocket expenses in accordance with the applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, 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 Guidelines”),

the U.S. Trustee Guidelines for Reviewing Applications for Compensation and Reimbursement of

Expenses Filed under 11 U.S.C. § 330, effective January 30, 1996 (the “U.S. Trustee Guidelines,”

and together with the Local Guidelines, the “Fee Guidelines”), the Order Pursuant to 11 U.S.C. §§

331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish Procedures for Interim

Compensation and Reimbursement of Expenses of Professionals [Docket No. 701], and any further

Orders of the Court in these Chapter 11 Cases regarding professional compensation and reimbursement

of expenses (the “Orders”).

5. Notwithstanding the prior paragraph, the fixed fees payable to Deloitte & Touche

pursuant to the Engagement Agreements are hereby approved as reasonable and shall be

(i) compensated and reimbursed pursuant to the Bankruptcy Code in accordance with the terms of the

Engagement Agreements, subject to the procedures set forth in the Bankruptcy Code, the Bankruptcy

Rules, the Bankruptcy Local Rules, the Fee Guidelines, and the Orders and (ii) subject to review only

pursuant to the standards set forth in section 328(a) of the Bankruptcy Code and shall not be subject to

the standard of review set forth in section 330 of the Bankruptcy Code, except that the U.S. Trustee

may review such compensation under sections 330 and 331 of the Bankruptcy Code and the Court

retains jurisdiction to consider the U.S. Trustee’s response or objection to Deloitte & Touche’s interim

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and final fee applications on all grounds, including, but not limited to, reasonableness pursuant to

section 330 of the Bankruptcy Code.

6. Deloitte & Touche shall include in its fee applications, among other things, time records

setting forth a summary description of the services rendered by each professional, with the exception of

clerical staff, and the amount of time spent on each date by each such individual in rendering services

on behalf of the Debtors in one-half hour (0.5) increments.

7. Notwithstanding anything in the Engagement Agreements to the contrary, Deloitte &

Touche shall not be entitled to charge the Debtors for fees incurred in connection with the defense of

any objection filed regarding its fee applications in these chapter 11 cases.

8. 7. Deloitte & Touche shall provide reasonable notice to the Debtors and the U.S.

Trustee of any increase of the hourly rates listed in the Gillam Declaration and the U.S. Trustee retains

all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness

standard provided for in section 330 of the Bankruptcy Code, and all rates and rate increases are

subject to review by the Court.

9. 8. The indemnification, contribution, and reimbursement provisions set forth in certain

of the Engagement Agreements are approved, provided, however, that with respect to the Services

performed from the Petition Date to the effective date of any chapter 11 plan of the Debtors the

indemnification, contribution, and reimbursement provisions set forth in such Engagement Agreements

are subject to the following terms:

a. Deloitte & Touche shall not be entitled to indemnification, contribution or

reimbursement for services other than the services provided under the Engagement

Agreements, unless such services and the indemnification, contribution or

reimbursement therefore are approved by the Court; and

b. Notwithstanding any provisions of the Engagement Agreements to the contrary, the

Debtors shall have no obligation to indemnify Deloitte & Touche or provide

contribution or reimbursement to Deloitte & Touche for any claim or expense that is

judicially determined (the determination having become final) to have arisen from

Deloitte & Touche’s bad faith, negligence, or willful misconduct.

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

shall govern.

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

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this Order.

12. 11. 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 **

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