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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

[PROPOSED] Order

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

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 

IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re:

PG&E CORPORATION,

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors. 

 Affects PG&E Corporation

 Affects Pacific Gas & Electric Company

 Affects both Debtors

* All papers shall be filed in the Lead Case,

No. 19-30088 (DM).

Case No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. § 327(e) AND FED. R. BANKR. P. 

2014(a) AND 2016 AUTHORIZING THE 

DEBTORS TO RETAIN COBLENTZ 

PATCH DUFFY & BASS LLP AS SPECIAL 

COUNSEL NUNC PRO TUNC TO THE 

PETITION DATE

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Application dated June __, 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 entry of an order, pursuant to section 327(e) of Title 11 of the 

United States Code (the “Bankruptcy Code”) and Rule 2014(a) and 2016 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the Debtors to retain Coblentz 

Patch Duffy & Bass LLP (“Coblentz”) as special counsel to the Debtors nunc pro tunc to the 

Petition Date, as more fully described 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 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, and 

the Declaration of Gregg M. Ficks (the “Ficks Declaration”) and the Declaration of Janet Loduca 

submitted in support thereof; and upon the record of the Hearing (if any was held) 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 for the relief granted herein; and after due deliberation and 

sufficient cause appearing therefor,

IT IS HEREBY ORDERED

1. The Application is granted as set forth herein.

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

to such terms in the Application and Declaration.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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2. The retention and employment of Coblentz as special counsel to the Debtors 

pursuant to section 327(e) and Fed. R. Bankr. P. 2014(a) and 2016, on the terms set forth in the 

Application and in the Declaration, hereby is approved, effective nunc pro tunc as of the Petition 

Date.

3. Coblentz is authorized to render the following services to either or both of the 

Debtors during the pendency of these Chapter 11 Cases:

a) Advise and represent PG&E in real estate purchase and sale transactions and 

matters, lease transactions and matters, and related or similar work, as further 

described in the Application and Declaration;

b) advise and represent PG&E in land conservation commitment transactions and 

matters, and related or similar work, as further described in the Application and 

Declaration;

c) advise and represent PG&E in litigation, investigatory, and regulatory matters, 

including in the DWR Matter, and related or similar work, as further described in 

the Application and Declaration;

d) advise and represent PG&E in the Ex Parte OII Matter, and related or similar work, 

as further described in the Application and Declaration; and

e) perform any other necessary legal services requested by the Debtors, and accepted 

by Coblentz, during the pendency of these Chapter 11 cases.

4. Coblentz 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 Fee 

Guidelines, and any applicable Order of the Court.

5. Coblentz shall provide reasonable advance notice to the Debtors and the U.S. 

Trustee of any increase of its hourly rates.

6. Coblentz shall use its best efforts to avoid any duplication of services provided by 

any of the Debtors’ other retained professionals in these Chapter 11 Cases.

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

enforceable upon its entry.

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

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

notice of the Application.

9. In the event of any inconsistency between the Engagement Agreement, the 

Application and the Order, the Order shall govern.

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

related to, the implementation of this Order.

** END OF ORDER **

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