ORDER APPOINTING CLAIMS AND NOTICING 

AGENT

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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@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 

Proposed 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,

Debtors.

Case Nos. 19-30088 (DM) 

 19-30089 (DM) 

Chapter 11 

ORDER PURSUANT TO 28 U.S.C. § 156(c) 

AUTHORIZING RETENTION AND 

APPOINTMENT OF PRIME CLERK LLC 

AS CLAIMS AND NOTICING AGENT 

□ Affects PG& Corporation 

□ Affects Pacific Gas and Electric 

 Company 

□ Affects both Debtors 

* All papers shall be filed in the Lead Case, No. 

19-30088 (DM).

Signed and Filed: February 1, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

February 01, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 245 Filed: 02/01/19 Entered: 02/01/19 13:57:00 Page 1 of 6
ORDER APPOINTING CLAIMS AND NOTICING 

AGENT

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Upon the Application dated January 29, 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”) for retention and appointment of Prime Clerk LLC (“Prime Clerk”) as claims 

and noticing agent (“Claims and Noticing Agent”) pursuant to 28 U.S.C. § 156(c) and section 105(a) 

of title 11 of the United States Code (the “Bankruptcy Code”) to, among other things, (i) distribute 

required notices to parties in interest, (ii) receive, maintain, docket and otherwise administer the proofs 

of claim filed in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”) and (iii) provide such other 

administrative services – as required by the Debtors – that would fall within the purview of services to 

be provided by the Clerk’s office; and upon the Waisman Declaration and the Wells Declaration 

submitted in support of the Application; and the Debtors having estimated that there are in excess of 

50,000 creditors in these Chapter 11 Cases, many of which are expected to file proofs of claim; and it 

appearing that the receiving, docketing and maintaining of proofs of claim would be unduly time 

consuming and burdensome for the Clerk; and the Court being authorized under 28 U.S.C. § 156(c) to 

utilize, at the Debtors’ expense, outside agents and facilities to provide notices to parties in title 11 cases 

and to receive, docket, maintain, photocopy and transmit proofs of claim; and the Court being satisfied 

that Prime Clerk has the capability and experience to provide such services and that Prime Clerk does 

not hold an interest adverse to the Debtors or the estates respecting the matters upon which it is to be 

engaged; and good and sufficient notice of the Application having been given and no other or further 

notice being required; and it appearing that the employment of Prime Clerk is in the best interests of the 

Debtors, their estates, creditors, and all parties in interests; and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. Notwithstanding the terms of the Engagement Agreement attached to the Application, the 

Application is approved solely as set forth in this Order. 

 

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

terms in the Application. 

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2. The Debtors are authorized to retain Prime Clerk as Claims and Noticing Agent effective 

nunc pro tunc to the Petition Date under the terms of the Engagement Agreement, and Prime Clerk is 

authorized and directed to perform noticing services and to receive, maintain, record and otherwise 

administer the proofs of claim filed in these Chapter 11 Cases, and all related tasks, all as described in 

the Application. 

3. Prime Clerk shall serve as the custodian of court records and shall be designated as the 

authorized repository for all proofs of claim filed in these Chapter 11 Cases and is authorized and directed 

to maintain official claims registers for each of the Debtors, to provide public access to every proof of 

claim unless otherwise ordered by the Court and to provide the Clerk with a certified duplicate thereof 

upon the request of the Clerk. 

4. Prime Clerk is authorized and directed to provide an electronic interface for filing proofs 

of claim and to obtain a post office box or address for the receipt of proofs of claim. 

5. Prime Clerk is authorized to take such other action to comply with all duties set forth in 

the Application. 

6. The Debtors are authorized to compensate Prime Clerk in accordance with the terms of 

the Engagement Agreement upon the receipt of reasonably detailed invoices setting forth the services 

provided by Prime Clerk and the rates charged for each, and to reimburse Prime Clerk for all reasonable 

and necessary expenses it may incur, upon the presentation of appropriate documentation, without the 

need for Prime Clerk to file fee applications or otherwise seek Court approval for the compensation of 

its services and reimbursement of its expenses. 

7. Prime Clerk shall maintain records of all services showing dates, categories of services, 

fees charged and expenses incurred, and shall serve monthly invoices on the Debtors, the office of the 

United States Trustee, counsel for the Debtors, counsel for any official committee monitoring the 

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expenses of the Debtors and any party-in-interest who specifically requests service of the monthly 

invoices. 

8. The parties shall meet and confer in an attempt to resolve any dispute which may arise 

relating to the Engagement Agreement or monthly invoices; provided that the parties may seek resolution 

of the matter from the Court if resolution is not achieved. 

9. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the fees and expenses of Prime 

Clerk under this Order shall be an administrative expense of the Debtors’ estates. 

10. Prime Clerk may apply its advance to all prepetition invoices, which advance shall be 

replenished to the original advance amount, and thereafter, Prime Clerk may hold its advance under the 

Engagement Agreement during the Chapter 11 Cases as security for the payment of fees and expenses 

incurred under the Engagement Agreement.

11. The Debtors shall indemnify Prime Clerk under the terms of the Engagement Agreement, 

as modified pursuant to this Order. 

12. Prime Clerk shall not be entitled to indemnification, contribution or reimbursement 

pursuant to the Engagement Agreement for services other than the services provided under the 

Engagement Agreement, unless such services and the indemnification, contribution or reimbursement 

therefor are approved by the Court. 

13. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtors 

shall have no obligation to indemnify Prime Clerk, or provide contribution or reimbursement to Prime 

Clerk, for any claim or expense that is either: (i) judicially determined (the determination having become 

final) to have arisen from Prime Clerk’s gross negligence, willful misconduct or fraud; (ii) for a 

contractual dispute in which the Debtors allege the breach of Prime Clerk’s contractual obligations if the 

Court determines that indemnification, contribution or reimbursement would not be permissible, or (iii) 

settled prior to a judicial determination under (i) or (ii), but determined by this Court, after notice and a 

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hearing, to be a claim or expense for which Prime Clerk should not receive indemnity, contribution or 

reimbursement under the terms of the Engagement Agreement as modified by this Order. 

14. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these 

Chapter 11 Cases (that order having become a final order no longer subject to appeal), or (ii) the entry 

of an order closing these Chapter 11 Cases, Prime Clerk believes that it is entitled to the payment of any 

amounts by the Debtors on account of the Debtors’ indemnification, contribution and/or reimbursement 

obligations under the Engagement Agreement (as modified by this Order), including the advancement 

of defense costs, Prime Clerk must file an application therefor in this Court, and the Debtors may not 

pay any such amounts to Prime Clerk before the entry of an order by this Court approving the 

payment. This paragraph is intended only to specify the period of time under which the Court shall have 

jurisdiction over any request for fees and expenses by Prime Clerk for indemnification, contribution or 

reimbursement, and not a provision limiting the duration of the Debtors’ obligation to indemnify Prime 

Clerk. All parties in interest shall retain the right to object to any demand by Prime Clerk for 

indemnification, contribution or reimbursement. 

15. The limitation of liability section in paragraph 10 of the Engagement Agreement is 

deemed to be of no force or effect with respect to the services to be provided pursuant to this Order. 

16. In the event Prime Clerk is unable to provide the services set out in this order, Prime 

Clerk will immediately notify the Clerk and the Debtors’ attorney and, upon approval of the Court, cause 

to have all original proofs of claim and computer information turned over to another claims and noticing 

agent with the advice and consent of the Clerk and the Debtors’ attorney. 

17. The Debtors may submit a separate retention application, pursuant to 11 U.S.C. § 327 

and/or any applicable law, for work that is to be performed by Prime Clerk but is not specifically 

authorized by this Order. 

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18. The Debtors and Prime Clerk are authorized to take all actions necessary to effectuate the 

relief granted pursuant to this Order in accordance with the Application. 

19. Notwithstanding any term in the Engagement Agreement to the contrary, the Court retains 

jurisdiction with respect to all matters arising from or related to the implementation of this Order. 

20. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall 

be immediately effective and enforceable upon its entry. 

21. Prime Clerk shall not cease providing claims processing services during the Chapter 11 

Cases for any reason, including nonpayment, without an order of the Court. 

22. In the event of any inconsistency between the Engagement Agreement, the Application 

and the Order, the Order shall govern. 

** END OF ORDER ** 

Case: 19-30088 Doc# 245 Filed: 02/01/19 Entered: 02/01/19 13:57:00 Page 6 of 6