1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

COBLENTZ 

PATCH 

DUFFY & BASS LLP

One Montgomery Street, Suite 3000, San Francisco, California 94104 -5500

415.391.4800 • Fax 415.989.1663

EXHIBIT A 

(Retention Order)

Case: 19-30088 Doc# 4754-1 Filed: 11/14/19 Entered: 11/14/19 18:37:42 Page 1

of 5
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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 

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) 

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

Signed and Filed: July 11, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

July 11, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 2926 Filed: 07/11/19 Entered: 07/11/19 12:45:26 Page 1 of

 4

Case: 19-30088 Doc# 4754-1 Filed: 11/14/19 Entered: 11/14/19 18:37:42 Page 2

of 5
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

Upon the Application dated June 18, 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, the 

Declaration of Gregg M. Ficks and the Supplemental Declaration of Gregg M. Ficks (together, 

the “Ficks Declarations”), and the Declaration of Janet Loduca submitted in support thereof; and 

upon the record of the Hearing 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 Fisk Declarations. 

Case: 19-30088 Doc# 2926 Filed: 07/11/19 Entered: 07/11/19 12:45:26 Page 2 of

 4

Case: 19-30088 Doc# 4754-1 Filed: 11/14/19 Entered: 11/14/19 18:37:42 Page 3

of 5
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

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 Fisk Declarations, 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 Fisk Declarations; 

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 

Fisk Declarations; 

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 Fisk Declarations; 

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

as further described in the Application and Fisk Declarations; 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 

Case: 19-30088 Doc# 2926 Filed: 07/11/19 Entered: 07/11/19 12:45:26 Page 3 of

 4

Case: 19-30088 Doc# 4754-1 Filed: 11/14/19 Entered: 11/14/19 18:37:42 Page 4

of 5
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28 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 ** 

Case: 19-30088 Doc# 2926 Filed: 07/11/19 Entered: 07/11/19 12:45:26 Page 4 of

 4

Case: 19-30088 Doc# 4754-1 Filed: 11/14/19 Entered: 11/14/19 18:37:42 Page 5

of 5