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EXHIBIT B

RETENTION ORDER

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BAKER 

&

HOSTETLER LLP

ATTORNEYS AT LAW

SAN FRANCISCO

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 Boulevard

Suite 1400

Los Angeles, CA 90025

Telephone: 310.820.8800

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 TRIDENT 

DMG LLC AS COMMUNICATIONS 

CONSULTANT EFFECTIVE AS OF 

JULY 18, 2019

Signed and Filed: September 16, 2019

________________________________________

DENNIS MONTALI

U.S. Bankruptcy Judge

Entered on Docket 

September 17, 2019

EDWARD J. EMMONS, CLERK 

U.S. BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA

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BAKER 

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ATTORNEYS AT LAW

SAN FRANCISCO

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Upon the Application, filed July 27, 2019, Dkt No. 3224, (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 retention and 

employment of Trident DMG LLC (“Trident”) as communications consultant, effective as of 

July 18, 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 dated 

July 26, 2019 as such was affixed to the Goldberg Declaration, Dkt No. 3225, and this Court having 

jurisdiction to consider the Application and the relief requested therein pursuant to 28 U.S.C. §§ 

157 and 1334, the 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 “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 Goldberg 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 Trident as its communication consultant in these 

Cases, effective as of July 18, 2019. The terms of Trident’s engagement, with the exception of 

 1

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

Application.

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ATTORNEYS AT LAW

SAN FRANCISCO

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Trident’s compensation and reimbursement of expenses, will be pursuant to the terms of the 

Engagement Letter.

3. Trident 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 Local 

Rules, the order entered by this Court on February 28, 2019 establishing the procedures for interim 

compensation and reimbursement of expenses of professionals (Dkt. 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.

4. Notwithstanding anything to the contrary in the Application or the Engagement 

Letter, Trident shall not seek reimbursement for any fees or costs arising from the defense of any 

of Trident’s monthly fee statements or fee applications in these Cases. Approval of the Application 

and any terms of the Engagement Letter 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).

5. The indemnification provision set forth in the Engagement Letter is approved, 

subject during the pendency of these Cases to the following:

(a) Trident shall not be entitled to indemnification, contribution or 

reimbursement for services other than the services provided under the 

Engagement Letter, unless such services and the indemnification, 

contribution or reimbursement therefor are approved by the Court; and

(b) notwithstanding any provisions of the Engagement Letter to the contrary, the 

Debtors shall have no indemnification, contribution or reimbursement 

obligations (i) for any claim or expense that is judicially determined (the 

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ATTORNEYS AT LAW

SAN FRANCISCO

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determination having become final) to have arisen from Trident’s bad faith, 

gross negligence, willful misconduct, or negligence, (ii) for a contractual 

dispute in which the TCC alleges the breach of Trident’s contractual 

obligations if the Court determines that indemnification, contribution, or 

reimbursement would not be permissible, or (iii) for any claim or expense 

that is settled prior to a judicial determination as to the exclusions set forth 

in clauses (i) and (ii) above, but determined by this Court, after notice and a 

hearing, to be a claim or expense for which Trident should not receive 

indemnity, contribution or reimbursement.

6. Notwithstanding any provision in the Engagement Letter to the contrary, there shall 

be no limitation of liability in connection with this engagement.

7. The initial term of the engagement shall be through and including through the term 

provided in the Engagement Letter but may be extended by mutual consent of the TCC and Trident. 

If the TCC and Trident decide to extend the term of Trident’s engagement, the TCC will provide 

the Debtors, United States Trustee and Official Committee of Unsecured Creditors (the “Notice 

Parties”) with notice of the proposed extension (the “Extended Engagement”). Notice may be 

made by electronic mail. The Notice Parties shall have ten (10) calendar days from the date of 

service of the notice to notify the TCC of any objections to the Extended Engagement. If none of 

the Notice Parties objects to the Extended Engagement, the Extended Engagement shall be deemed 

fully authorized by the Court and no additional notice or Court approval is required. If, however, 

a Notice Party notifies the TCC of an objection to the Extended Engagement, the TCC shall file a 

notice with the Court requesting a hearing on the Extended Engagement. The Extended 

Engagement shall continue until such date as the Court resolves any objections.

8. 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.

9. Notwithstanding anything to the contrary in the Application or the Engagement 

Letter, Trident’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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ATTORNEYS AT LAW

SAN FRANCISCO

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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 Trident for this retention.

** END OF ORDER **

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