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BAKER 

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HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO, CA

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Exhibit A

Proposed Order

Case: 19-30088 Doc# 3667-1 Filed: 08/22/19 Entered: 08/22/19 18:10:14 Page 1

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BAKER 

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HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO, CA

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Robert A. Julian (SBN 88469)

Cecily A. Dumas (SBN 111449)

BAKER & HOSTETLER LLP

1160 Battery Street, Suite 100

San Francisco, CA 94111

Telephone: 628.208.6434

Facsimile: 310.820.8859

Email: rjulian@bakerlaw.com

Email: cdumas@bakerlaw.com

Eric E. Sagerman (SBN 155496)

Lauren T. Attard (SBN 320898)

BAKER & HOSTETLER LLP

11601 Wilshire Blvd., Suite 1400

Los Angeles, CA 90025-0509

Telephone: 310.442.8800

Facsimile: 310.820.8859

Email: esagerman@bakerlaw.com

Email: lattard@bakerlaw.com

Counsel for Official Committee 

of Tort Claimants

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

□ Affects Pacific Gas and Electric Company

■ Affects both Debtors

*All papers shall be filed in the Lead Case, 

No. 19-30088 (DM)

Bankruptcy Case 

No. 19-30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

ORDER APPROVING THE 

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

PURSUANT TO 11 U.S.C. § 1103 AND 

FED. R. BANKR. P. 2014 AND 5002 TO 

RETAIN AND EMPLOY DUNDON 

ADVISERS LLC NUNC PRO TUNC

FROM MARCH 1, 2019 TO APRIL 29, 

2019

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Upon the Application, filed July 27, 2019, (the “Application”),1 of the Official 

Committee of Tort Claimants (the “TCC”) of PG&E Corporation and Pacific Gas and Electric 

Company (collectively, the “Debtors”) for an order authorizing the TCC to retain and employ 

Dundon Advisers LLC (“Dundon”) as financial advisor to the TCC, nunc pro tunc from March 

1, 2019 to and including April 29, 2019, pursuant to section 1103(a) of title 11 of the United 

States Code (the “Bankruptcy Code”), and Rules 2014 and 5002 of the Federal Rules of 

Bankruptcy Procedure (the “Bankruptcy Rules”), and in accordance with the terms and 

conditions set forth in the engagement letter between the TCC and Dundon dated April 15, 2019 

(the “Engagement Letter”) as such was affixed to the Dundon Declaration, and this Court 

having jurisdiction to consider the Application and the relief requested therein pursuant to 28 

U.S.C. §§ 157 and 1334, Order Referring Bankruptcy Cases and Proceedings to Bankruptcy 

Judges, General Order 24 (N.D. Cal.), 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 and the Dundon 

Declaration; and it appearing that the relief requested in the Application is in the best interests of 

the Debtors, their estates, creditors, shareholders, and all parties in interest; and upon all of the 

proceedings had before this Court and after due deliberation and sufficient cause appearing 

therefor,

IT IS HEREBY ORDERED THAT:

1. The Application is approved solely to the extent set forth herein.

2. The TCC is authorized, pursuant to section 1103 of the Bankruptcy Code and 

Bankruptcy Rules 2014(a) and 5002, to engage Dundon as its financial advisor in these Cases, 

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

Application. 

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nunc pro tunc from March 1, 2019 to and including April 29, 2019, pursuant to the terms of the 

Engagement Letter.

3. Dundon’s compensation as set forth in the Engagement Letter is approved. 

4. Dundon shall be compensated for fees and reimbursed for reasonable and necessary 

expenses and shall file monthly fee statements and 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 

Bankruptcy Local Rules, the order entered by this Court on February 28, 2019 establishing the 

procedures for interim compensation and reimbursement of expenses of professionals [Doc. No. 

701], the United States Bankruptcy Court Northern District of California Guidelines for 

Compensation and Expense Reimbursement of Professionals and Trustees, effective February 19, 

2014, and the U.S. Trustee Guidelines for Reviewing Applications for Compensation and 

Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 

Cases, effective November 1, 2013, and any other order of the Court.

5. Notwithstanding anything to the contrary herein, the United States Trustee shall 

have the right to object to Dundon’s interim and final fee applications (including expense 

reimbursement) on all grounds, including the reasonableness standard provided in section 330 of 

the Bankruptcy Code.

6. Notwithstanding anything to the contrary in the Application, any of its attachments, 

or the Engagement Letter, Dundon shall not seek reimbursement of any fees or costs arising from 

the defense of any of Dundon’s monthly fee statements or fee applications in these Cases. 

Approval of the Application and any terms of the Engagement Agreement shall not alter the result 

dictated by the holding in Baker Botts L.L.P. v. ASARCO LLC, 135 S. Ct. 2158, 2169 (2015) and 

its construction of 11 U.S.C. § 330(a)(1).

7. Notwithstanding anything to the contrary in the Application, any of its attachments, 

or the Engagement Letter, Dundon’s allowed compensation shall have the same priority as the 

allowed professional fees and expenses of other professionals retained in the Cases.

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8. Any limitation of liability pursuant to the terms and conditions set forth in the 

Engagement Letter, or otherwise, are hereby eliminated.

9. To the extent that there may be any inconsistency between the terms of the 

Application, the Engagement Letter and this Order, the terms of this Order shall govern.

10. The relief granted herein shall be binding upon any chapter 11 trustee appointed in 

the Cases, or upon any chapter 7 trustee appointed in the event of a subsequent conversion of the 

Cases to cases under chapter 7.

11. The TCC is authorized to take all steps necessary or appropriate to carry out this 

Order.

12. This Court shall retain jurisdiction to hear and determine all matters arising from 

or related to the implementation, interpretation, or enforcement of this Order. For the avoidance 

of doubt, notwithstanding any provision in the Engagement Letter to the contrary, during the 

pendency of these Cases, this Court shall have exclusive jurisdiction over the approval of fees due 

and owing to Dundon for this retention.

** END OF ORDER **

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