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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Exhibit A 

[PROPOSED] Order 

Case: 19-30088 Doc# 3919-1 Filed: 09/17/19 Entered: 09/17/19 16:35:41 Page 1

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28 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 

UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

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. §§ 363(b) AND 105(a) AUTHORIZING 

THE DEBTORS TO ENTER INTO, 

PERFORM UNDER AND MAKE PAYMENTS 

UNDER CERTAIN CONSULTING 

CONTRACTS WITH MCKINSEY & 

COMPANY, INC. UNITED STATES 

Debtors.

Case: 19-30088 Doc# 3919-1 Filed: 09/17/19 Entered: 09/17/19 16:35:41 Page 2

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

Upon the Application, dated September 17, 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 363(b) and 105(a) of title 11 of the United States Code 

(the “Bankruptcy Code”), for authority to enter into, perform under, and make payments under three 

consulting and operational contracts (as may be amended and supplemented from time to time, 

the “Service Contracts”) with McKinsey & Company, Inc. United States (“McKinsey”), 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 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; and a hearing having been noticed to 

consider the relief requested in the Application (the “Hearing”); 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 THAT: 

1. The Application is granted as set forth herein. 

2. The terms and conditions of the Service Contracts, including any related amendments 

and supplements, are reasonable and are hereby approved. 

1

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

terms in the Application. 

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28 Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119

3. The Debtors are hereby authorized, pursuant to sections 363(b) and 105(a) of the 

Bankruptcy Code, to enter into, perform under, and make payments under the Service Contracts and 

employ McKinsey in accordance with the terms and conditions set forth in the Application, the [●] 

Declaration, and the Service Contracts, subject to the provisions of this Order. 

4. McKinsey is not required to submit fee applications pursuant to sections 330 and 331 of 

the Bankruptcy Code, but will instead submit monthly invoices to the Debtors, and the Debtors are 

hereby authorized to pay, in the ordinary course of business, all reasonable and undisputed amounts 

invoiced by McKinsey for fees and expenses in accordance with the Service Contracts. 

5. McKinsey shall use its reasonable efforts to avoid any unnecessary duplication of 

services provided by any other retained professionals in these Chapter 11 Cases. 

6. Nothing in this Order Authorizes the Debtors to pay any pre-petition claims of 

McKinsey, and such claims, if allowed, shall only be payable pursuant to a confirmed plan, assumption 

order, or any other relevant order of the Court. 

7. To the extent that there may be any inconsistency between the terms of the Application, 

the [●] Declaration, or the Service Contracts and this Order, the terms of this Order shall govern. 

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

upon its entry. 

9. The Debtors are authorized and empowered to take all actions necessary to implement 

the relief granted in this Order. 

10. 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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