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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 

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) 

ORDER PURSUANT TO 11 U.S.C. § 327 

AUTHORIZING EMPLOYMENT AND 

RETENTION OF PRIME CLERK LLC AS 

ADMINISTRATIVE ADVISOR NUNC PRO 

TUNC TO THE PETITION DATE 

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). 

Signed and Filed: April 9, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

April 09, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

Case: 19-30088 Doc# 1300 Filed: 04/09/19 Entered: 04/09/19 17:43:38 Page 1 of

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

Upon the Application dated March 14, 2019 (the “Section 327 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 of title 11 of the United 

States Code (the “Bankruptcy Code”) and Rule 2014 of the Federal Rules of Bankruptcy Procedure 

(the “Bankruptcy Rules”), appointing Prime Clerk LLC (“Prime Clerk”) as administrative advisor 

to the Debtors (“Administrative Advisor”) nunc pro tunc to the Petition Date, all as more fully 

described in the Section 327 Application; and this Court having jurisdiction to consider the Section 

327 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 Section 327 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 Section 

327 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 Section 327 Application and the 

Waisman Declaration; 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 Section 

327 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 Section 327 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 Section 327 Application is approved as set forth in this Order. 

2. The Debtors are authorized, pursuant to section 327(a) of the Bankruptcy Code and 

 

1

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

terms in the Application 

Case: 19-30088 Doc# 1300 Filed: 04/09/19 Entered: 04/09/19 17:43:38 Page 2 of

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

Bankruptcy Rule 2014, to employ and retain Prime Clerk as Administrative Advisor, effective nunc 

pro tunc to the Petition Date under the terms of the Engagement Agreement, and Prime Clerk is 

authorized to perform the bankruptcy administration services described in the Section 327 Application 

and set forth in the Engagement Agreement. 

3. Prime Clerk is authorized to take such other action to comply with all duties set forth 

in the Section 327 Application. 

4. Prime Clerk shall apply to the Court for allowance of compensation and reimbursement 

of expenses incurred after the Petition Date in accordance with sections 330 and 331 of the Bankruptcy 

Code, and the applicable Bankruptcy Rules, Bankruptcy Local Rules, Fee Guidelines, and any Orders 

entered in these Chapter 11 Cases regarding professional compensation and reimbursement of 

expenses. 

5. The Debtors shall indemnify Prime Clerk under the terms of the Engagement 

Agreement, as modified pursuant to this Order. 

6. Prime Clerk shall not be entitled to indemnification, contribution or reimbursement 

pursuant to the Engagement Agreement for services other than the services provided under the 

Engagement Agreement, unless such services and the indemnification, contribution or reimbursement 

therefor are approved by the Court. 

7. Notwithstanding anything to the contrary in the Engagement Agreement, the Debtors 

shall indemnify, defend and hold harmless Prime Clerk and its members, officers, employees, 

representatives and agents under certain circumstances specified in the Engagement Agreement, 

except in circumstances resulting solely from Prime Clerk’s negligence, gross negligence, or willful 

misconduct or as otherwise provided in the Engagement Agreement. 

8. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in these 

Chapter 11 Cases (that order having become a final order no longer subject to appeal), or (ii) the entry 

of an order closing these Chapter 11 Cases, Prime Clerk believes that it is entitled to the payment of 

any amounts by the Debtors on account of the Debtors’ indemnification, contribution and/or 

reimbursement obligations under the Engagement Agreement (as modified by this Order), including 

the advancement of defense costs, Prime Clerk must file an application therefor in this Court, and the 

Case: 19-30088 Doc# 1300 Filed: 04/09/19 Entered: 04/09/19 17:43:38 Page 3 of

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

Debtors may not pay any such amounts to Prime Clerk before the entry of an order by this Court 

approving the payment. This paragraph is intended only to specify the period of time under which the 

Court shall have jurisdiction over any request for fees and expenses by Prime Clerk for 

indemnification, contribution or reimbursement, and not a provision limiting the duration of the 

Debtors’ obligation to indemnify Prime Clerk. All parties in interest shall retain the right to object to 

any demand by Prime Clerk for indemnification, contribution or reimbursement. 

9. The limitation of liability section in paragraph 10 of the Engagement Agreement is 

deemed to be of no force or effect with respect to the services to be provided pursuant to this Order. 

10. The Debtors and Prime Clerk are authorized to take all actions necessary to effectuate 

the relief granted pursuant to this Order in accordance with the Section 327 Application. 

11. Notwithstanding any term in the Engagement Agreement to the contrary, the Court 

retains jurisdiction with respect to all matters arising from or related to the implementation of this 

Order. 

12. Notwithstanding any provision in the Bankruptcy Rules to the contrary, this Order shall 

be immediately effective and enforceable upon its entry. 

13. In the event of any inconsistency between the Engagement Agreement, the Section 327 

Application and the Order, the Order shall govern. 

** END OF ORDER ** 

Case: 19-30088 Doc# 1300 Filed: 04/09/19 Entered: 04/09/19 17:43:38 Page 4 of

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