DEBTORS’ MOTION FOR INTERIM 

COMPENSATION PROCEDURES – EXHIBIT A

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit A

[PROPOSED] Order

Case: 19-30088 Doc# 349-1 Filed: 02/06/19 Entered: 02/06/19 18:23:42 Page 1

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DEBTORS’ MOTION FOR INTERIM 

COMPENSATION PROCEDURES – EXHIBIT A

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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)

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,

Bankruptcy Case 

No. 19 -30088 (DM)

Chapter 11

(Lead Case)

(Jointly Administered)

[PROPOSED] ORDER PURSUANT TO 

11 U.S.C. §§ 331 AND 105(a) AND 

BANKRUPTCY RULE 2016 FOR 

AUTHORITY TO ESTABLISH 

PROCEDURES FOR INTERIM 

COMPENSATION AND 

REIMBURSEMENT OF EXPENSES OF 

PROFESSIONALS

Date: February 27, 2019 

Time: 9:30 a.m. (Pacific Time)

Place: United States Bankruptcy Court

Courtroom 17, 16th Floor

San Francisco, CA 94102

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). 

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DEBTORS’ MOTION FOR INTERIM 

COMPENSATION PROCEDURES – EXHIBIT A

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Upon the Motion, dated _______, 2019 (the “Motion”),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 331 and 105(a) of title 11 of the United States Code 

(the “Bankruptcy Code”) and Rule 2016 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), for entry of an order establishing an orderly and regular process for 

interim and monthly allowance and payment of compensation and reimbursement of expenses 

(the “Interim Compensation Procedures”) for professionals whose services are authorized by this 

Court pursuant to sections 327 or 1103 of the Bankruptcy Code and who will be required to file 

applications for allowance of compensation and reimbursement of expenses pursuant to sections 

330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a), all as more fully set forth in the 

Motion; and this Court having jurisdiction to consider the Motion 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 Motion 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 Motion 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 Motion and the Wells Declaration; and 

this Court having held a hearing on the Motion; and this Court having determined that the legal and 

factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing 

that the relief requested in the Motion 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,

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

Motion.

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

IT IS HEREBY ORDERED THAT:

1. The Motion is granted, as provided herein.

2. Except as may otherwise be provided by orders of this Court authorizing the 

retention of specific professionals, all Retained Professionals and members of any Committee may 

seek interim payment of compensation and reimbursement of expenses in accordance with the 

following Interim Compensation Procedures:

Monthly Fee Statements

(a) On or after the 30th day of each calendar month, following the month for 

which compensation is sought, each Retained Professional seeking interim 

allowance of its fees and expenses may file a monthly statement, which will 

include the relevant time entry and description and expense detail, with the 

Court for interim allowance of compensation for services rendered and 

reimbursement of expenses incurred during the preceding month (a “Monthly 

Fee Statement”). Retained Professionals may submit the first Monthly Fee 

Statement, covering the period from the Petition Date through February 28, 

2019, on or after April 1, 2019.

(b) Each Retained Professional shall properly serve a copy of such Monthly Fee 

Statement on the following parties (collectively, the “Notice Parties”): 

(1) the Debtors c/o Pacific Gas & Electric Company, 77 Beale 

Street, San Francisco, CA 94105 (Attn: Janet Loduca, Esq.); 

(2) the proposed attorneys for the Debtors, Weil, Gotshal & 

Manges LLP, 767 Fifth Avenue, New York, New York 10153 

(Attn: Stephen Karotkin, Esq. and Rachael Foust, Esq.) and 

Keller & Benvenutti LLP, 650 California Street, Suite 1900, 

San Francisco, CA 94108 (Attn: Tobias S. Keller, Esq. and 

Jane Kim, Esq.);

(3) the Office of the United States Trustee for Region 17, 450 

Golden Gate Avenue, 5th Floor, Suite #05-0153, San 

Francisco, CA 94102 (Attn: James L. Snyder, Esq. and 

Timothy Laffredi, Esq.); and

(4) counsel to each of the Committees.

(c) Any Retained Professional that fails to file a Monthly Fee Statement for a 

particular month or months may subsequently submit a consolidated Monthly 

Fee Statement that includes a request for compensation earned or expenses 

incurred during previous months. All Monthly Fee Statements will comply 

with the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Rules, the Guidelines for Compensation and Expense Reimbursement of 

Professionals and Trustees for the Northern District of California, dated 

February 19, 2014 (the “Local Guidelines”), 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 (the “UST Guidelines” and, together with 

the Local Guidelines, collectively, the ‘Fee Guidelines”).

(d) The deadline to object to any Monthly Fee Statement is 4:00 p.m. (prevailing 

Pacific Time) on the 20th day (or the next business day if such day is not a 

business day) following the date the Monthly Fee Statement is served 

(the “Objection Deadline”).

(e) To object to a Retained Professional’s Monthly Fee Statement, the party must 

(i) file a written objection on or before the Objection Deadline and (ii) serve 

the objection upon the affected Retained Professional and the Notice Parties 

on or before the Objection Deadline.

(f) Upon the expiration of the Objection Deadline, a Retained Professional may 

file a certificate of no objection (a “CNO”) with the Court with respect to any 

fees and expenses not subject to objection. After a Retained Professional files 

a CNO, the Debtors will pay the Retained Professional 80% of the fees and 

100% of the expenses requested in the applicable Monthly Fee Statement that 

are not subject to an objection.

(g) If a portion of the fees and expenses requested in a Monthly Fee Statement is 

subject to an objection and the parties are unable to reach a consensual 

resolution, the Retained Professional may (i) request the Court approve the 

amounts subject to objection or (ii) forego payment of such amounts until the 

next hearing to consider interim or final fee applications, at which time the 

Court will adjudicate any unresolved objections. 

Interim Fee Applications

(a) At four-month intervals or such other intervals convenient to the Court, 

Retained Professionals may file with the Court an application (an “Interim 

Fee Application”) for interim approval and allowance of compensation and 

reimbursement of expenses sought by such Retained Professional in its 

Monthly Fee Statements, including any holdbacks, filed during the preceding 

interim period (the “Interim Fee Period”). The initial Interim Fee Period will 

include the period from the Petition Date through May 31, 2019.

(b) Retained Professionals will file their Interim Fee Applications on or before the 

45th day, or the next business day if such day is not a business day, following 

the end of each Interim Fee Period.

(c) The Interim Fee Application will include a brief description identifying the 

following: 

(1) the Monthly Fee Statements that are the subject of the request; 

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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(2) the amount of fees and expenses requested; 

(3) the amount of fees and expenses paid to date or subject to an 

objection; 

(4) the deadline for parties to file objections to the Interim Fee 

Application (“Additional Objections”); and

(5) any other information requested by the Court or required by the 

Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

Rules, or the Fee Guidelines.

(d) Additional Objections to any Interim Fee Application will be filed and served 

upon the affected Retained Professional and the Notice Parties so as to be 

received on or before 4:00 p.m. (prevailing Pacific Time) on the 20th day (or 

the next business day if such day is not a business day), following service of 

the applicable Interim Fee Application.

(e) Each Retained Professional will properly serve its Interim Fee Application and 

final fee application upon the Notice Parties. Each Retained Professional will 

properly serve a notice of hearing on its Interim Fee Application and final fee 

application on all parties that have requested notice in these Chapter 11 Cases 

pursuant to Bankruptcy Rule 2002. No further notice shall be necessary.

(f) The Debtors may request that the Court schedule a hearing on Interim Fee 

Applications at least once every four months or at such other intervals as the 

Court deems appropriate. If no Objections are pending and no Additional 

Objections are timely filed, the Court may grant an Interim Fee Application 

without a hearing.

(g) A pending objection to compensation or reimbursement of any Retained 

Professional does not disqualify a Retained Professional from future 

compensation or reimbursement. 

(h) Any Retained Professional that fails to file a Monthly Fee Statement or an 

Interim Fee Application when due or permitted will not receive further interim 

compensation or reimbursement until the Retained Professional submits any 

outstanding Monthly Fee Statements or Interim Fee Applications. There are 

no other penalties for failing to file a Monthly Fee Statement or Interim Fee 

Application.

(i) Neither (i) the payment of, or the failure to pay, in whole or in part, any interim 

compensation and reimbursement to a Retained Professional nor (ii) the filing 

of, or failure to file an objection, will bind any party in interest or the Court 

with respect to the final allowance of any compensation of fees for services 

rendered or reimbursement of expenses incurred. All fees and expenses paid 

to Retained Professionals under these Interim Compensation Procedures are 

subject to disgorgement until final allowance by the Court.

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Weil, Gotshal & Manges LLP

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(j) No Retained Professional may serve a Monthly Fee Statement or file an 

Interim Fee Application until the Court enters an order approving the retention 

of such Professional pursuant to sections 327 or 1103 of the Bankruptcy Code.

(a) The attorneys for any Committees may, in accordance with the Interim 

Compensation Procedures, collect and submit statements of expenses, with 

supporting vouchers, from members of such Committee; provided that these 

reimbursement requests must comply with the Fee Guidelines.

3. The Debtors shall include all payments to Retained Professionals on their 

monthly operating reports, detailed so as to state the amount paid to each Retained Professional; 

provided that amounts paid to Ordinary Course Professionals may be stated in the aggregate on any 

monthly operating reports. 

4. All time periods set forth in this Order shall be calculated in accordance with 

Bankruptcy Rule 9006(a).

5. The Debtors shall serve a copy of this Order on each of the Retained 

Professionals. 

6. Notice of hearings to consider Interim Fee Applications and final fee 

applications shall be limited to the Notice Parties and any party who files a notice of appearance 

and requests notice in the Chapter 11 Cases. 

7. Nothing contained in this Order or in the Motion is intended to be or shall be 

construed as (a) an admission as to the validity of any claim against the Debtors, (b) a waiver of the 

Debtors’ or any appropriate party in interest’s rights to dispute any claim, or (c) an approval or 

assumption of any agreement, contract, program, policy, or lease under section 365 of the 

Bankruptcy Code. Likewise any payment made pursuant to this Order is not intended to be and 

shall not be construed as an admission to the validity of any claim or a waiver of the Debtors’ rights 

to dispute such claim subsequently.

8. Notwithstanding entry of this Order, nothing herein shall create, nor is 

intended to create, any rights in favor of or enhance the status of any claim held by, any party.

9. The Debtors are authorized to take all steps necessary or appropriate to carry 

out this Order.

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Weil, Gotshal & Manges LLP

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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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