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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SECOND INTERIM APPLICATION OF 

MILBANK LLP FOR ALLOWANCE AND 

PAYMENT OF COMPENSATION AND 

REIMBURSEMENT OF EXPENSES 

INCURRED AS COUNSEL TO THE 

OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS FOR THE PERIOD FROM 

JUNE 1, 2019 THROUGH SEPTEMBER 30, 

2019 

Re: Docket Nos.: 3659, 3959, 4291 and 4620 

Objection Deadline: December 4, 2019, 

at 4:00 p.m. (PT) 

 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).

Name of Applicant: Milbank LLP 

Authorized to Provide Professional Services to: Official Committee of Unsecured Creditors 

Date of Retention: April 29, 2019 nunc pro tunc to February 12, 

2019 

Time Period for which compensation 

and reimbursement are sought: June 1, 2019 through September 30, 2019 

Amount of Compensation sought as actual, 

reasonable, and necessary: $7,965,307.50 

Amount of Expense Reimbursement sought 

as actual, reasonable, and necessary: $274,206.05 

Total Compensation and Expenses 

Requested for Compensation Period: $8,239,513.55 

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This is a(n): ___ monthly _X_ interim ___ final application 

This is the second interim fee application filed by Milbank LLP in these cases. 

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Summary of Monthly Fee Statements for Compensation Period: 

Requested Approved/ 

Pending Approval Holdback 

Fees (20%) 

Requested 

Fees 

Filing Period 

Covered 

Fees Expenses Fees 

(80%) 

Expenses 

(100%) 

Fifth Monthly 

Fee Statement 

Docket No. 

3659 

Date Filed: 

8/22/19 

6/1/19 - 

6/30/19 $2,068,600.25 $61,397.77 $1,654,880.20 $61,397.77 $413,720.05 

Six Monthly 

Fee Statement 

Docket No. 

3959 

Date Filed: 

9/20/19 

7/1/19 - 

7/31/19 $2,393,383.25 $79,173.27 $1,914,706.60 $79,173.27 $478,676.65 

Seventh 

Monthly 

Fee Statement 

Docket No. 

4291 

Date Filed: 

10/18/19 

8/1/19 - 

8/31/19 $1,987,907.75 $56,717.98 $1,590,326.20 $56,717.98 $397,581.55 

Eighth Monthly 

Fee Statement 

Docket No. 

4620 

Date Filed: 

11/8/19

9/1/19 - 

9/30/19 

$1,515,416.25 $76,917.03 $1,212,333.00 $76,917.03 $303,083.25 

TOTALS: $7,965,307.50 $274,206.05 $6,372,246.00 $274,206.05 $1,593,061.50

Summary of Any Objections to Monthly Fee Applications: No objections were filed with 

respect to the Fifth, Sixth or Seventh Monthly Fee Statements. See Certificates of No Objection

[Docket Nos. 3891, 4249 and 4681]. The objection deadline with respect to the Eighth Monthly 

Fee Statement is December 2, 2019.

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

SECOND INTERIM FEE APPLICATION OF MILBANK LLP 

FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND 

REIMBURSEMENT OF EXPENSES INCURRED AS COUNSEL TO 

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD 

FROM JUNE 1, 2019 THROUGH SEPTEMBER 30, 2019 

TO THE HONORABLE DENNIS MONTALI 

UNITED STATES BANKRUPTCY JUDGE 

Milbank LLP (“Milbank”), counsel to the Official Committee of Unsecured Creditors (the 

“Committee”) of PG&E Corporation and Pacific Gas and Electric Company (collectively, the 

“Debtors”) in the above- captioned chapter 11 cases (these “Chapter 11 Cases”), hereby submits 

its second interim application (this “Second Interim Application”), seeking entry of an order 

pursuant to: (i) sections 330 and 331 of title 11 of the United States Code, 11 U.S.C. §§ 101–1532 

(as amended, the “Bankruptcy Code”); (ii) Rule 2016 of the Federal Rules of Bankruptcy 

Procedure (as amended, the “Bankruptcy Rules”); (iii) the Order Establishing Procedures for 

Interim Compensation and Reimbursement of Expenses for Professionals, dated February 27, 2019 

[Docket No. 701] (the “Interim Compensation Order”); (iv) the Order Pursuant to 11 U.S.C. 

Section 1103(a) and Fed. R. Bankr. P.2014 and 2016 Authorizing the Retention and Employment 

of Milbank LLP as Counsel for the Official Committee of Unsecured Creditors Effective as of 

February 12, 2019 [Docket No. 1766] (the “Retention Order”); (v) the United States Trustee’s 

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses by 

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Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee 

Guidelines”); (vi) the Bankruptcy Local Rules for the Northern District of California (the “Local 

Rules”); (vii) 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 together with the U.S. Trustee Guidelines, the “Fee Guidelines”); and (viii) the Fee Examiner 

Protocol for Chapter 11 Cases of PG&E Corporation and Pacific Gas and Electric Company, filed 

on October 24, 2019 [Docket No. 4473-1] (the “Fee Examiner Protocol”). 

By this Second Interim Application, Milbank seeks the allowance, on an interim basis, and 

payment (to the extent not previously paid) of: (i) compensation for professional services rendered 

during the period from June 1, 2019 through and including September 30, 2019 (the 

“Compensation Period”) in the aggregate amount of $7,965,307.50, including amounts previously 

held back pursuant to the Interim Compensation Order; and (ii) reimbursement of actual and 

necessary expenses incurred by Milbank in connection with such services during the 

Compensation Period in the amount of $274,206.05. In support of this Second Interim 

Application, Milbank respectfully states as follows: 

PRELIMINARY STATEMENT 

1. Filed in the aftermath of the horrific 2017 and 2018 wildfires in Northern 

California, these Chapter 11 Cases represent one of the largest and most complex chapter 11 filings 

in United States history. Given the often contentious and adversarial nature of these cases, the 

Committee has undertaken its duties with two goals —to attempt to work consensually with all of 

the various constituents to bring these cases to an expeditious conclusion, while at the same time 

working to ensure that the various rights and ultimate recovery of the Committee’s unsecured 

creditor constituency are protected. With those goals in mind, during the Compensation Period, 

Milbank advised the Committee with respect to, among other things: 

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• The bar date motions filed by the Debtors [Docket No. 1784] (the “Debtors’ Bar Date

Motion”), the Official Committee of Tort Claimants (the “TCC”) [Docket No. 2297] and

the Ad Hoc Group of Subrogation Claim Holders (“Subrogation Group”) [Docket No.

2044];

• The Debtors’ Joint Chapter 11 Plan, filed on September 9, 2019 [Docket No. 3841], the

latest iteration of which was filed on November 4, 2019 (the “Debtors’ Plan”) [Docket No.

4563];

• The first exclusivity termination motion [Docket No. 2741] (the “First Exclusivity

Termination Motion”) as well as a term sheet (the “AHC Term Sheet”) for a chapter 11

plan filed on June 25, 2019 by the Ad Hoc Committee of Senior Unsecured Noteholders

(“AHC”);

• The motion to terminate exclusivity [Docket No. 3147] filed on July 23, 2019 by the

Subrogation Group;

• The Debtors’ motion to approve their key employee incentive plan (“KEIP”) for their

employees [Docket No. 2664];

• The Debtors’ various motions to, among other things: (i) purchase directors and officers

insurance [Docket No. 2471] (the “D&O Motion”); (ii) provide mutual assistance to other

utilities [Docket No. 2588] (“Mutual Assistance Motion”); (iii) compensate their CEO

[Docket No. 2662]; and (iv) assume various leases and executory contracts;

• The Debtors’ motion (the “Estimation Motion”) [Docket No. 3091] to initiate the

estimation proceeding (the “Estimation Proceeding”) before the Northern District of

California (the “District Court”);

• The motions for protective orders filed by the Debtors [Docket No. 2459] and the TCC

[Docket No. 2419] with respect to certain discovery issues related to the Estimation

Proceeding;

• The motions of the TCC and Subrogation Group to lift the automatic stay [Docket Nos.

2904 and 2863] to allow the Tubbs Fire state court litigation to proceed;

• The second exclusivity termination motion [Docket No. 3940] (the “Second Exclusivity

Termination Motion” and together with the First Exclusivity Termination Motion, the

“Exclusivity Termination Motions”) filed on September 19, 2019 jointly by the AHC and

TCC;

• The AHC and TCC’s Joint Chapter 11 Plan of Reorganization [Docket No. 4257] (the

“TCC/AHC Plan”); and

• Various retention applications filed by the Debtors and the TCC for, among other parties,

Angeion Group LLC, Trident, Morrison and Foerster, KPMG, Deloitte and Coblentz.

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2. Milbank attorneys were significantly involved in analyzing and reviewing each of

the above referenced pleadings, as well as related materials, orders, objections and other pleadings. 

Additionally, Milbank attorneys appeared on behalf of the Committee at all of the Debtors’ 

omnibus and telephonic hearings before the Bankruptcy Court, on the above listed motions and 

applications, in addition to numerous other matters, as well as hearings before the District Court 

with respect to the Estimation Proceeding. Milbank attorneys also participated in numerous 

meetings, depositions and conferences with the Debtors, representatives of the other major case 

constituents, Committee members and other unsecured creditors and drafted and filed on behalf of 

the Committee numerous pleadings, including objections, statements, discovery requests, notices 

and stipulations with respect to, among other things, the various motions and applications listed 

above. In addition, Milbank litigators have also taken a leading role in all aspects of numerous 

adversary proceedings, the Estimation Proceeding and certain proceedings before the CPUC and 

FERC. 

3. All of these efforts have allowed the Committee to carry out its fiduciary

responsibilities to the Debtors’ unsecured creditors. The professional services performed and 

expenses incurred by Milbank were actual and necessary to preserve and maximize the value of 

the Debtors’ estates for the benefit of general unsecured creditors. 

4. In light of the size, complexity and nature of these cases, Milbank’s charges for

professional services performed and expenses incurred are reasonable under the applicable 

standards. Milbank respectfully requests that the Court grant this Second Interim Application and 

allow interim compensation for professional services and reimbursement for expenses as requested 

herein. 

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BACKGROUND 

5. Bankruptcy Filing. On January 29, 2019 (the “Petition Date”), each of the Debtors

filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code in this Court. The 

Debtors continue to manage and operate their businesses and properties as debtors in possession 

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been 

appointed in these cases. On February 1, 2019 the Court entered an order consolidating these cases 

for procedural purposes only [Docket No. 207]. 

6. Creditors’ Committee. On February 12, 2019, the United States Trustee for the

Northern District of California (the “U.S. Trustee”) appointed the Committee [Docket No. 409]. 

The Committee currently consists of the following nine members: (i) BOKF, N.A., as indenture 

trustee under unsecured bond indentures; (ii) The Davey Tree Expert Company, Davey Tree 

Surgery Company, and DRG, Inc.; (iii) Deutsche Bank National Trust Company and Deutsche 

Bank Trust Company Americas, as indenture trustee; (iv) G4S Secure Solutions (USA) Inc. and 

G4S Secure Integration LLC; (v) International Brotherhood of Electrical Workers, Local 1245; 

(vi) Mizuho Bank, Ltd.; (vii) NextEra Energy, Inc.; (viii) Pension Benefit Guaranty Corporation;

and (ix) Roebbelen Contracting, Inc. 

7. Jurisdiction. This Court has jurisdiction over this matter pursuant to 28 U.S.C.

§§ 157 and 1334. Venue of the Chapter 11 Cases is proper pursuant to 28 U.S.C. §§ 1408 and

1409. This matter is a core proceeding under 28 U.S.C. § 157(b)(2). The statutory predicates for 

the relief sought herein are sections 330 and 331 of the Bankruptcy Code. 

8. Authorization for Milbank’s Retention. On April 3, 2019, the Committee filed its

Application to Employ Milbank LLP as Counsel to the Official Committee of Unsecured Creditors, 

Effective as February 12, 2019 [Docket No. 1208] (the “Retention Application”). In connection 

with the Retention Application, Milbank filed the Declaration of Thomas R. Kreller in Support of 

Application to Employ Milbank LLP as Counsel to the Official Committee of Unsecured Creditors, 

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Effective as of February 12, 2019 (the “Kreller Declaration”) [Docket No. 1210]. On April 29, 

2019, the Court authorized Milbank’s retention as counsel to the Committee. The Retention Order 

provides that Milbank will be compensated on an hourly basis for services rendered to the 

Committee and reimbursed for actual and necessary out-of-pocket expenses. This Second Interim 

Application is Milbank’s second interim application for the payment of its fees and reimbursement 

of its expenses as well the release of the twenty-percent holdback (the “Holdback”) maintained 

during the Compensation Period. Milbank is not holding, and has not held, any retainer in 

connection with these cases or work performed on behalf of the Committee. 

9. Fee Examiner. On May 28, 2019, the Court entered an order appointing Bruce A.

Markell as fee examiner (the “Fee Examiner”) in these cases [Docket No. 2267]. Subsequently, 

the parties have agreed to the Fee Protocol. Milbank has provided certain information to the Fee 

Examiner, including copies of pertinent receipts, as requested by the Fee Examiner so that he may 

evaluate the reasonableness of certain expenses sought in this Second Interim Application. 

Milbank is in the process of providing additional expense information to the Fee Examiner with 

respect to certain information related to this Second Interim Fee Application as well. 

10. Status of Cases. The Debtors are continuing their operations as debtors in

possession. No disclosure statement has yet been filed, although the Debtors have filed the 

Debtors’ Plan and the TCC and AHC have filed their TCC/AHC Plan, and these plans remain 

pending. 

11. Monthly Fee Statements. In accordance with the Interim Compensation Order,

each Retained Professional (as defined therein) is required to file monthly fee statements. To the 

extent there are no objections to a monthly fee statement, the relevant Retained Professional is 

authorized to file a certification of no objection, after which the Debtors are authorized to pay such 

professional eighty percent (80%) of the fees and one hundred percent (100%) of the expenses 

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requested in such monthly fee statement. Interim Compensation Order ⁋ 2(f). Pursuant to the 

Interim Compensation Order, Milbank submitted the following monthly fee statements (each a 

“Monthly Fee Statement”): 

a. On August 22, 2019, Milbank filed its fifth fee statement for the period from June

1, 2019 through and including June 30, 2019 [Docket No. 3659] (the “Fifth Fee

Statement”). The Fifth Fee Statement sought: (i) compensation for services

rendered, in the amount of $2,068,600.25; and (ii) reimbursement of actual and

necessary expenses incurred in connection with such services, in the amount of

$61,397.77.

b. On September 20, 2019, Milbank filed its sixth fee statement for the period from

July 1, 2019 through and including July 31, 2019 [Docket No. 3959] (the “Sixth

Fee Statement”). The Sixth Fee Statement sought: (i) compensation for services

rendered, in the amount of $2,393,383.25; and (ii) reimbursement of actual and

necessary expenses incurred in connection with such services, in the amount of

$79,173.27.

c. On October 18, 2019, Milbank filed its seventh fee statement for the period from

August 1, 2019 through and including August 31, 2019 [Docket No. 4291] (the

“Seventh Fee Statement”). The Seventh Fee Statement sought: (i) compensation

for services rendered, in the amount of $1,987,907.75; and (ii) reimbursement of

actual and necessary expenses incurred in connection with such services, in the

amount of $56,717.98.

d. On November 8, 2019, Milbank filed its eighth fee statement for the period from

September 1, 2019 through and including September 30, 2019 [Docket No. 4620]

(the “Eighth Fee Statement”). The Eighth Fee Statement sought: (i) compensation

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for services rendered, in the amount of $1,515,416.25; and (ii) reimbursement of 

actual and necessary expenses incurred in connection with such services, in the 

amount of $76,917.03.1

12. Milbank has not entered into any agreement, express or implied, with any other

party for the purpose of fixing or sharing fees or other compensation to be paid for professional 

services rendered in the Chapter 11 Cases. No promises have been received by Milbank or any 

member thereof as to compensation in connection with these cases other than in accordance with 

the provisions of the Bankruptcy Code. 

RELIEF REQUESTED 

13. By this Second Interim Application, Milbank seeks: (i) interim allowance and

award of 100% of the compensation for professional services rendered by Milbank, as counsel to 

the Committee, during the Compensation Period in the amount of $7,965,307.50; 

(ii) reimbursement of actual and necessary expenses incurred by Milbank in connection with such

services during the Compensation Period in the amount of $274,206.05; and (iii) the release of the 

Holdback. 

14. As stated in the certification (the “Kreller Certificate”) attached hereto as Exhibit

G, which certifies Milbank’s compliance with the Fee Guidelines, all of the services for which 

compensation is sought herein were rendered solely for or on behalf of the Committee in 

connection with these cases. 

1 The objection deadlines for the Fifth Fee Statement, the Sixth Fee Statement and the Seventh Fee 

Statement expired on September 12, 2019, October 11, 2019 and November 11, 2019, respectively. 

No objections were filed with respect to the Fifth, Sixth or Seventh Fee Statements, and a 

Certificates of No Objection has been filed with respect to each [Docket Nos. 3891, 4249 and 4681, 

respectively]. The objection deadline with respect to the Eighth Fee Statement (December 2, 2019) 

has not yet passed, thus, the amounts requested therein have not yet been allowed. To date, no 

objections have been filed with respect this fee statement either. 

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15. Pursuant to the Interim Compensation Order, Milbank has already received

payment for the Compensation Period in the total amount of $3,710,157.84. Milbank seeks further 

payment of $4,529,355.71 pursuant to this Second Interim Application, which amount represents 

the portion of Milbank’s fees for legal services rendered and expenses incurred during the 

Compensation Period not previously paid to Milbank pursuant to the Monthly Fee Statements. 

16. The fees sought by this Second Interim Application reflect an aggregate of 7,801.30

hours of attorney and paraprofessional time spent and recorded in performing services to the 

Committee during the Compensation Period, at a blended average hourly rate of $1,021.02 for 

both attorneys and paraprofessionals. The blended hourly rate for attorneys is $1,048.71. 

17. The fees charged by Milbank in these cases are billed in accordance with Milbank’s

existing billing rates and procedures in effect during the Compensation Period. The rates Milbank 

charges for the services rendered by its professionals in these cases generally are the same rates 

Milbank charges for professional services rendered in comparable bankruptcy and non-bankruptcy 

related matters. Such fees are reasonable based on the customary compensation charged by 

comparably skilled practitioners in comparable bankruptcy and non-bankruptcy cases in a 

competitive legal market. 

18. Copies of Milbank’s invoices detailing the services rendered and expenses incurred

during the Compensation Period are attached to the Monthly Fee Statements, which have been 

filed on the docket and furnished to the Debtors, counsel to the TCC, the U.S. Trustee and the Fee 

Examiner. Milbank has provided the Fee Examiner and U.S. Trustee with the Monthly Fee 

Statements in an electronic LEDES format Milbank believes is acceptable to these parties. 

19. Milbank has made every effort to ensure that this Second Interim Application

complies with the Fee Guidelines and Fee Protocol to the extent applicable. 

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SUMMARY OF PROFESSIONAL SERVICES RENDERED 

20. In the ordinary course of its practice, Milbank maintains written records of the time

expended by professionals and paraprofessionals in the rendition of professional services.2 A chart 

showing the name of each relevant professional or paraprofessional, each attorney’s year of bar 

admission, the aggregate time expended by each such professional or paraprofessional, the hourly 

billing rate for each such professional or paraprofessional in effect during the Compensation 

Period, and the amount requested for each such professional or paraprofessional is attached hereto 

as Exhibit A. A schedule of the project categories and amounts for which compensation is 

requested in each category is attached hereto as Exhibit B. 

21. In the ordinary course of its practice, Milbank also maintains records of all actual

and necessary out-of-pocket expenses incurred in connection with the performance of professional 

services, all of which are available for inspection. A detailed summary of the expenses incurred 

during the Compensation Period is attached hereto as Exhibit C. 

22. Milbank respectfully submits that the services that it has rendered on behalf of the

Committee during the Compensation Period were necessary and appropriate and have directly 

contributed to the effective administration of these cases. 

23. Annexed hereto as Exhibit D is a summary and comparison of the aggregate

blended hourly rates billed by Milbank’s timekeepers in all domestic offices to non-bankruptcy 

matters during the preceding fiscal year and the blended hourly rates billed to the Debtors during 

the Compensation Period. 

24. Milbank discussed its rates, fees, and staffing with the Committee at the outset of

its retention in these cases. Milbank provided the Committee with the Budget for Milbank LLP, 

2 Copies of these computerized records (as modified to address privileged and confidential matters) 

have been filed on the docket with the Monthly Fee Statements and furnished to the Debtors, the 

TCC, the U.S. Trustee, and the Fee Examiner. 

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Counsel to the Official Committee of Unsecured Creditors of PG&E Corporation and Pacific Gas 

and Electric Company for the Period from June 1, 2019 through September 30, 2019 (the 

“Budget”) and the Staffing Plan for Milbank LLP, Counsel to the Official Committee of Unsecured 

Creditors of PG&E Corporation and Pacific Gas and Electric Company, for the Period from June 

1, 2019 through September 30, 2019 (the “Second Staffing Plan”) attached hereto as Exhibit E. 

The Committee is aware of the complexities of these cases, the many issues that need to be 

addressed, the various disciplines involved, and that the staffing needs are dynamic and based on 

a number of factors, many of which are unpredictable, including the activities of other parties in 

interest in these cases. Exhibit F is a summary of fees and hours budgeted compared to fees and 

hours billed. Lastly, Exhibit G is the Certification of Thomas R. Kreller, certifying certain matters 

addressed in this Second Interim Compensation Order. 

Summary of Services Performed by 

Milbank by Project Code

25. The following summary of services rendered during the Compensation Period is

not intended to be a detailed description of the work performed. Rather, it merely highlights certain 

project billing categories areas in which significant services were rendered by Milbank, as well as 

identifies some of the issues Milbank was required to address. Detailed descriptions of the dayto-day services provided by Milbank and the time expended performing such services in each 

project billing category were attached as exhibits to the Monthly Fee Statements. Such detailed 

descriptions demonstrate that Milbank was heavily involved in the performance of services for the 

Committee on a daily basis, including night and weekend work, often under extreme time 

constraints, to meet the needs of the Committee. 

Automatic Stay 

(Fees: $250,373.00; Hours: 245.20)

26. During the Compensation Period, Milbank attorneys reviewed various motions

asking the Court to: (a) lift the automatic stay; (b) abstain from addressing certain matters; and/or 

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(c) find that the automatic stay did not apply, including those filed by, among others: (i) Wendy

Nathan; (ii) Barbara and Robert Zelmer; (iii) NextEra Energy, Inc. and NextEra Energy Partners, 

L.P.; (iv) Adam Cronin; (v) Dan Clarke; (vi) Xiaotian Sun et al.; (vii) First Solar, Inc.; (viii) Philip

Verwey Farms; and (ix) Valero Refining Company-California. In connection with the various stay 

motions, Milbank researched legal issues where necessary, drafted memoranda to the Committee 

regarding the issues raised therein, corresponded and worked with counsel to the Debtors to 

address and resolve any issues where possible, filed statements in support of the Debtors’ position 

where appropriate, and appeared at hearings regarding those motions. 

27. In addition to those motions, the TCC [Docket No. 2904] and Subrogation Group

[Docket No. 2863] each filed lift stay motions to pursue the Tubbs Fire litigation before the San 

Francisco Superior Court (“State Court”). In response to those motions, after evaluating the relief 

requested with the Committee’s other advisors and discussing the numerous issues implicated with 

the Committee, Milbank drafted and filed an objection to both motions and argued such objection 

before this Court [Docket No. 3101]. Ultimately, following a contested hearing, the Court granted 

the TCC’s and Subrogation Group’s motions [Docket Nos. 3643 and 3644] allowing the litigation 

in the State Court to proceed in tandem with the estimation process. 

Bankruptcy Litigation 

(Fees: $633,513.50; Hours: 729.50) 

28. During the Compensation Period, Milbank attorneys engaged in various litigation

and discovery related activities in connection with: (i) the adversary proceeding initiated by the 

Debtors for a preliminary injunction against the FERC (Adv. Pro. 19-03003) and appeals; (ii) the 

Herdon class action (Adv. Pro. 19-0305); (iii) a number of discovery related requests and requests 

for a protective order associated with the Estimation Proceeding before the District Court;3

 (iv) a 

3

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“Wildfire Claims and Treatment” below, certain other entries were included in this category. 

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securities class action filed against the Debtors; and (v) reviewing discovery productions and 

taking and participating in a number of depositions in connection with the Debtors’ D&O Motion. 

29. In connection with the above referenced actions, among other things, Milbank

attorneys reviewed the underlying pleadings, including motions and complaints, proposed orders 

and correspondence to evaluate and address the potential impacts upon the Debtors and the 

Committee, researched the relevant issues, diligenced factual issues, received and reviewed 

discovery in connection with certain matters, drafted related memoranda for the Committee and 

prepared and filed pleadings in support of the Committee’s positions. In order to resolve certain 

discovery disputes among the Debtors and the TCC, the Committee filed its statement with respect 

to the motions filed by the Debtors and the TCC for protective orders [Docket No. 2652]. Also 

with respect to the Estimation Proceeding, the Committee filed an objection [3507] to the TCC’s 

ex parte motion for an order preserving jury trial rights [Docket No. 3507]. Milbank attorneys 

also worked with the other case constituents to ultimately resolve issues related to the sharing of 

information in the BrownGreer database. 

Bar Date 

 (Fees: $114,067.00; Hours: 107.30) 

30. The Debtors’ Bar Date Motion was filed on May 1, 2019 along with proposed proof

of claim forms and notice procedures. On May 31, 2019, the TCC filed its own bar date motion 

[Docket No. 2297] and objected to the Debtors’ Bar Date Motion [Docket No. 2306]. The 

Subrogation Group also filed a separate motion to approve its own proof of claim form [Docket 

No. 2044]. After reviewing and analyzing the various motions, forms and notice procedures, the 

Committee filed a statement in support of the Debtors’ Bar Date Motion [Docket No. 2308], and 

later, an objection to the TCC’s bar date motion and retention application for Angeion [Docket 

No. 2650]. The Committee also commented on the Debtors’ proposed proof of claim forms and 

proposed order (comments which were incorporated into the final drafts), conducted discovery, 

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attended depositions, reviewed related objections and other pleadings and reviewed 

correspondence from the Debtors regarding their proposed bar date procedures and order. Milbank 

attorneys also participated in the hearing with respect to the various bar date motions at which the 

Debtors’ revised bar date, notices and proof of claims were approved by the Bankruptcy Court on 

July 1, 2019 [Docket No. 2806]. 

Case Administration 

 (Fees: $155,765.50; Hours: 192.90) 

31. During the Compensation Period, Milbank expended substantial time attending to

various case administrative matters, including among other things: (i) preparing and updating an 

internal calendar of critical dates for the Committee; (ii) maintaining an internal task list to monitor 

the status of pending matters; (iii) coordinating critical work streams among Milbank attorneys 

and the Committee’s various other advisors; and (iv) reviewing the docket for new pleadings and 

distributing such filings to the Committee and its advisors along with summaries of such pleadings. 

Milbank attorneys attempted to keep such administration matters to a minimum while at the same 

time ensuring that all of the Committee’s various activities were performed in the most expeditious 

manner possible. 

Plan of Reorganization 

 (Fees: $1,400,357.00; Hours: 1,250.30) 

32. The AHC filed its first motion to limit exclusivity on June 25, 2019, which included

the AHC Term Sheet for a possible chapter 11 plan, and subsequently filed related commitment 

letters in connection with the proposed plan [Docket No. 3024]. In response, the Committee filed 

a statement in favor of lifting the Debtors’ exclusivity so that a plan on the terms of the AHC Term 

Sheet could be filed [Docket No. 2064]. Subsequently, the Subrogation Group also filed an 

exclusivity termination motion [Docket No. 3147]. Following the filing of the AHC Term Sheet, 

the Committee reviewed the proposed plan’s various terms, the financing documents and 

researched and analyzed numerous related confirmation issues. The Committee also worked with 

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various parties in an attempt to devise a competing plan schedule, and filed a statement to this 

effect on August 12, 2019 [Docket No. 3517]. The Debtors filed the first iteration of their chapter 

11 plan on September 9, 2019 [Docket No. 3841]. 

33. On September 19, 2019, after the TCC and AHC reached a settlement with respect

to the aggregate amount of wildfire claims, then jointly filed the Second Exclusivity Termination 

Motion, seeking to terminate exclusivity and permission to file a joint plan based on a term sheet 

included in the motion. Soon thereafter, on September 25, 2019, the Debtors filed a motion to 

further extend their exclusive periods [Docket No. 4005] (the “Debtors’ Exclusivity Extension 

Motion”). The TCC and AHC also filed an objection to the Debtors’ Exclusivity Extension 

Motion. 

34. Throughout this time, the Committee reviewed the various issues raised in the

Debtors’ Plan, the AHC Term Sheet, the Second Exclusivity Termination Motion and the various 

objections filed in connection therewith. Such work culminated in the Committee filing a second 

statement in support of terminating exclusivity [Docket No. 4049]. Following argument in front 

of the Bankruptcy Court, during which the Committee’s counsel played a significant role, the 

Court terminated the Debtors’ exclusivity so that the TCC/AHC Plan could be filed, and denied 

the Debtors’ Exclusivity Extension Motion. 

35. In connection with the various plans filed to date, during the Compensation Period,

the Committee has researched and analyzed a number of confirmation issues, including, but not 

limited to, reinstatement, cram down, impairment and postpetition interest payable in a solvent 

debtor case. Milbank attorneys held numerous meetings and calls with various parties with respect 

to the various plans, drafted memorandum with respect to issues raised in the plans for 

dissemination to the Committee, and participated in hearings before the Court with respect to the 

plans and the Debtors’ exclusivity. 

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Communications with Client 

(Fees: $356,835.50; Hours: 333.30) 

36. During the Compensation Period, in coordination with the Committee’s financial

advisors, Milbank attorneys spent a substantial amount of time coordinating, preparing materials 

(including meeting agendas, factual and legal memoranda, summaries, and presentations) for 

Committee meetings. In advance of such meetings, Milbank attorneys drafted memoranda for the 

Committee summarizing and providing analyses and recommendations with respect to each 

substantive matter that was scheduled for an upcoming hearing or was otherwise active. Milbank 

attorneys also drafted substantive memoranda on a number of various case topics, including, 

among other things: (i) the Debtors’ Exclusivity Motions; (ii) the Debtors’ Plan; (iii) the 

TCC/AHC settlement and TCC/AHC Plan; (iv) estimation procedures in light of the Estimation 

Proceeding; (v) lift stay issues; (vi) certain plan issues including various issues related to solvent 

debtors; and (vii) each of the Debtors’ substantive motions. 

37. Milbank attorneys also prepared for and participated in numerous calls and other

communications, including via email, with individual Committee members and their counsel, as 

well as with the subcommittees established by the Committee, which include the: (i) Public Affairs 

Subcommittee; (ii) Business Operations Subcommittee; (iii) Wildfire Mitigation Subcommittee; 

and (iv) Wildfire Claims Subcommittee. 

Communications with Unsecured Creditors 

 (Fees: $55,193.00; Hours: 42.50) 

38. During the Compensation Period, in accordance with the Committee’s statutory

duties under section 1102(b) of the Bankruptcy Code, Milbank attorneys responded electronically 

and telephonically to various inquires received from the Debtors’ unsecured creditors regarding 

these cases. Milbank also maintained frequent contact with advisors to major constituencies in 

these cases, including the Debtors, the TCC, the AHC and the Subrogation Group, to discuss open 

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issues and upcoming matters important to the Committee, communicate the Committee’s positions 

and seek mutually acceptable courses of action. 

Committee Meetings 

(Fees: $554,937.00; Hours: 465.00)

39. Given the significant size of the Debtors’ cases and the sheer amount of materials

that the Committee’s advisors were tasked with handling, including multiple plans, substantial 

settlements between the TCC and AHC and the Debtors and the Subrogation Group, each week 

(and sometimes, on additional occasions) Milbank conducted a telephonic meeting with the 

Committee. Milbank also conducted a number of in-person meetings with the Committee 

(collectively, with all telephonic meetings, the “Committee Meetings”). During Committee 

Meetings, Milbank attorneys discussed key issues with the Committee, including the upcoming 

matters scheduled for hearing by the Court. Prior to such meetings, Milbank attorneys reviewed 

pending matters requiring the Committee’s attention and the underlying documentation and 

coordinated advice with the Committee’s other professionals. Milbank attorneys also drafted 

agendas for all such meetings, and distributed pertinent information in advance to the Committee. 

Thereafter, Milbank discussed each of these matters with the Committee, as well as individual 

Committee members on separate occasions, and assisted the Committee in formulating a position 

with respect to each matter. Milbank also provided Committee members with sometimes daily 

update emails regarding the status of these cases. 

General Case Strategy 

 (Fees: $655,207.50; Hours: 606.70)

40. As Committee counsel, Milbank expended significant time organizing the

Committee by, among other things: (i) conducting numerous calls, both internally, with Milbank 

attorneys, and externally, with the Committee’s other professionals to discuss and analyze pending 

motions and applications, as well as other tasks and projects; (ii) corresponding with the Debtors 

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and their advisors regarding various work streams and diligence items; and (iii) analyzing new 

pleadings filed on the bankruptcy docket. 

41. Further, on a weekly basis during the Compensation Period, Milbank attorneys led

advisors-only calls with the Committee’s financial advisors to prepare for regular Committee 

meetings and other matters. During such calls, the Committee’s advisors discussed general case 

strategy, issues that may be appropriate for special attention by the Committee and proposed 

recommendations with respect to such issues. Also during the Compensation Period, Milbank 

attorneys drafted minutes to memorialize the Committee’s resolutions during Committee 

meetings. 

Court Hearings 

(Fees: $617,951.50; Hours 574.10) 

42. During the Compensation Period, Milbank attorneys spent considerable time

preparing for and attending (either in person or telephonically) all significant hearings and Court 

conferences in these cases and related adversary proceedings. Significant hearings were held with 

regard to: (i) the bar date motions filed by each of the Debtors, the TCC and the Subrogation 

Group; (ii) the Debtors’ D&O Motion; (iii) the Debtors’ Mutual Assistance Motion; (iv) the stay 

relief motions filed by the TCC and Subrogation Group with respect to the Tubbs Fire; (v) the 

Exclusivity Termination Motions; (vi) the Debtors’ KEIP Motion; (vii) the Debtors’ Motions 

regarding CEO compensation [Docket No. 2662]; (viii) certain assumption motions, including the 

Debtors’ CPSI Agreement Assumption Motion [Docket No. 3176] and a motion to assume certain 

environmental agreements [Docket No. 3581]; (ix) the Debtors’ Estimation Motion; (x) numerous 

retention applications filed by the Debtors; and (xi) numerous other motions by non-debtor parties 

to modify or lift the automatic stay, among other matters. 

43. Milbank attorneys communicated in advance of hearings with other parties in

interest, including the Debtors, the TCC, the Subrogation Group, the AHC and the U.S. Trustee 

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regarding the relief requested and any issues raised thereby, in an effort to consensually resolve 

concerns prior to the applicable hearing. Given the nature of these cases, many matters went 

forward during the Compensation Period on a contested basis, necessitating active Committee 

participation to advance and protect the interests of its constituency. Moreover, because the issues 

that arose implicated numerous nuanced areas of the law, the contribution of Milbank attorneys 

spanning multiple specialties was necessary to properly represent the Committee. 

Non-Working Travel 

 (Fees: $147,304.00; Hours: 242.70) 

44. Non-working travel time spent by Milbank attorneys traveling to and from

meetings, conferences, hearings and similar events in connection with Milbank’s representation of 

the Committee was either not billed or charged at 50% of such attorney’s normal billing rate. Most 

significantly, during the Compensation Period, Milbank attorneys were required to travel to and 

from San Francisco on a regular basis – sometimes making multiple trips in a single week – for 

court hearings, meetings with the Debtors and their respective advisors. Efforts were made to use 

travel time productively, for performing work for the estates or for other client-related matters, but 

this was not always possible or practicable. 

Retention/Fee Applications 

(Fees: $281,283.00; Hours: 280.90) 

45. During the Compensation Period, Milbank worked with the Committee and its

financial advisors to draft and/or finalize each professional’s fee applications and exhibits thereto. 

Specifically, Milbank prepared its own fee applications and assisted with the preparation of the fee 

applications of FTI Consulting, Inc., as the Committee’s financial advisor, Centerview Partners 

LLC, as the Committee’s investment banker, and Axiom Advisors, as the Committee’s legislative 

affairs consultant. 

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Wildfire Claims and Treatment 

(Fees: $1,706,552.00; Hours: 1,792.40) 

46. Likely one of the most significant issues in the Debtors’ cases will be the resolution

and treatment of the various claims made by victims of the Northern California wildfires. During 

the Compensation Period, Milbank attorneys researched and addressed a host of issues for the 

Committee related to mass tort cases, including the claims estimation process and potential 

mechanisms or structures to address those claims and other liability issues. In addition, Milbank 

reviewed various issues related to the possible treatment of the wildfire claims. 

47. Following numerous discussions among the Debtors, the Committee, the TCC and

the Subrogation Group, the Debtors filed their Estimation Motion to establish the Estimation 

Proceeding so that the aggregate amount of wildfire claims might be determined for plan purposes. 

Milbank filed a statement in support of the creation of the Estimation Proceeding [Docket No. 

3429], and the Estimation Motion was eventually approved by the Bankruptcy Court. 

48. Milbank and the Committee’s other advisors spent considerable time reviewing and

discussing the issues to be raised in the Estimation Proceeding, as well as negotiating various 

discovery-related issues, including the sharing of claim information among the parties. 

49. Milbank also drafted numerous memoranda regarding issues related to the wildfire

claims, inverse condemnation and the proposed wildfire fund established by A.B. 1054, and filed 

a statement in support of the Debtors participation in the wildfire fund [Docket No. 3636]. Milbank 

also worked with the Committee’s other advisors in researching and analyzing valuations for the 

Committee with respect to the aggregate amount of wildfire claims. 

Employment Issues 

(Fees: $247,698.00; Hours: 228.70) 

50. During the Compensation Period, the Debtors filed the KEIP Motion and CEO

compensation motion as a means to incentivize and provide additional compensation to its 

employees and new CEO. Milbank conducted substantial diligence on the proposed terms of the 

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programs, prepared written analyses for the Committee, and engaged in extensive negotiations 

with the Debtors for improved terms. When an acceptable compromise was not reached, the 

Committee continued negotiations with the Debtors and participated in extensive discovery. 

Eventually, the Committee reached a resolution with the Debtors for significant improvements to 

be made to the KEIP, which the Court ultimately approved. 

ALLOWANCE OF COMPENSATION

51. In light of the size and complexity of these Chapter 11 Cases, the professional

services rendered by Milbank required the expenditure of substantial time and effort by a large but 

lean team of attorneys and a high degree of professional competence and expertise across multiple 

specialties. It is respectfully submitted that the services rendered to the Committee were performed 

efficiently, effectively and economically, and the results obtained to date have benefited unsecured 

creditors and the Debtors’ estates. 

52. The interim allowance of compensation for services rendered and reimbursement

of expenses in bankruptcy cases is expressly provided for in Bankruptcy Code section 331: 

... any professional person . . . may apply to the court not more than once every 

120 days after an order for relief in a case under this title, or more often if the court 

permits, for such compensation for services rendered . . . as is provided under 

section 330 of this title. 

53. With respect to the level of compensation, Bankruptcy Code section 330(a)(1)(A)

provides, in pertinent part, that the Court may award to a professional person “reasonable 

compensation for actual, necessary services rendered[.]” See In re Manoa Finance Co., 853 F.2d 

687, 689 (9th Cir. 1988) (stating that section 330 authorizes reasonable compensation for certain 

services and costs). Section 330(a)(3), in turn, provides that: 

In determining the amount of reasonable compensation to be awarded to . . . 

[a] professional person, the court shall consider the nature, the extent, and the value

of such services, taking into account all relevant factors, including –

(A) the time spent on such services;

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(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or beneficial at

the time which the service was rendered toward the completion of, a case under

this title;

(D) whether the services were performed within a reasonable amount of time

commensurate with the complexity, importance, and nature of the problem, issue,

or task addressed;

(E) with respect to a professional person, whether the person is board certified or

otherwise has demonstrated skill and expertise in the bankruptcy field; and

(F) whether the compensation is reasonable based on the customary compensation

charged by comparably skilled practitioners in cases other than cases under this title.

11 U.S.C. § 330(a)(3). The clear Congressional intent and policy expressed by the statute is to 

provide for adequate compensation to professionals in order to continue to attract qualified and 

competent bankruptcy practitioners to bankruptcy cases. In re Fleming Cos., 304 B.R. 85, 92 

(Bankr. D. Del. 2003) (“in enacting the Bankruptcy Code provisions which allow compensation 

to attorneys, Congress sought to encourage qualified attorneys to develop bankruptcy expertise by 

assuring that they would be compensated at the same level as their peers in other practice areas.”). 

54. The total time spent by Milbank attorneys and paraprofessionals during the

Compensation Period was 7,801.30 hours and has a fair market value of $7,965,307.50. As 

demonstrated by this Second Interim Application and supporting exhibits, Milbank submits that 

its services were rendered economically and without unnecessary duplication of efforts. In 

addition, the work involved, and thus the time expended, was carefully assigned in consideration 

of the experience and expertise required for each particular task. The compensation requested in 

the Second Interim Fee Application is based on the customary compensation charged by 

comparably skilled practitioners in cases other than cases under the Bankruptcy Code. 

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55. As reflected in this Second Interim Fee Application and the supporting documents, 

Milbank spent its time efficiently and without unnecessary duplication of time. Nonetheless, 

Milbank has voluntarily agreed to reduce its fees during the Compensation Period in the amount 

of $907,093.75 (the “Voluntary Reduction”).4

EXPENSES 

56. Bankruptcy Code Section 330 also authorizes “reimbursement for actual, necessary 

expenses” incurred by a retained professional. 11 U.S.C. § 330(a)(1)(B). “Once documented, 

‘actual and necessary expenses’ are automatically reimbursable.” In re Wendy's of Montana, Inc., 

111 B.R. 314, 315 (Bankr. N.D. Mont. 1988). Milbank seeks reimbursement for actual out-ofpocket expenses in connection with the rendition of the professional services to the Committee in 

the sum of $274,206.05. The disbursements have been incurred in accordance with Milbank’s 

normal practice of charging clients for expenses clearly related to and required by particular 

matters. In accordance with section 330 of the Bankruptcy Code, Milbank seeks reimbursement 

only for the actual cost of such expenses to Milbank. Milbank charges for these expenses at rates 

consistent with those charged to Milbank’s other bankruptcy clients, which rates are equal to or 

less than the rates charged by Milbank to its non-bankruptcy clients. Milbank has minimized these 

expenses to the greatest extent possible. A detailed summary of the expenses is attached hereto as 

Exhibit C. Copies of supporting documentation for the out-of-pocket expenses (receipts, 

statements, invoices, etc.) will be provided to the Court, the U.S. Trustee and the Fee Examiner 

upon request. 

57. Milbank’s hourly billing rates do not include charges for photocopying, telephone 

and facsimile charges, computerized research, travel expenses, “working meals,” secretarial 

overtime, postage and certain other office services, since the needs of each client for such services 

 

4

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final fee application or in advance thereof. 

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differ. Milbank believes that it is more appropriate to charge each client only for the expenses 

actually incurred in performing services therefor. 

58. Milbank seeks reimbursement at the following rates for the following expenses:

(i) ten cents ($0.10) per page for photocopying; (ii) ten cents ($0.10) per page for black and white

printing; and (iii) ten cents ($0.10) per page for color printing. Milbank’s charges for internal 

duplicating are well below the $.50 per page rate authorized by statute for copies made by the 

clerks of the United States Courts. See 28 U.S.C. § 1914(b); Judicial Conference Schedule of Fees 

n.4. Milbank currently does not charge for facsimile transmissions. Milbank has negotiated a

discounted transactional rate for computer assisted legal research. Milbank is not seeking 

reimbursement of hourly fees of its secretarial services in this Second Interim Fee Application. 

Further, in providing or obtaining services from third parties that are reimbursable by clients, 

Milbank does not include in such reimbursable amount any costs of investment, equipment, or 

capital outlay. 

59. Throughout the Compensation Period, Milbank has been keenly aware of cost

considerations and has tried to minimize the expenses charged to the Debtors’ estates. 

NO FEE SHARING; DISINTERESTEDNESS OF MILBANK; 

NO PRIOR APPLICATIONS 

60. No agreement or understanding exists between Milbank and any other person for

the sharing of any compensation to be received for professional services rendered or to be rendered 

in connection with these cases. 

61. No prior application has been made in this or in any other Court for the relief

requested herein for the Compensation Period. 

RESERVATION OF RIGHTS

62. Although every effort has been made to include all fees and expenses incurred

during the Compensation Period, some fees and expenses incurred during the period might not be 

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included in this Second Interim Fee Application due to delays caused in connection with the 

accounting and processing of such time and expenses. Accordingly, Milbank reserves the right to 

make further application to this Court for allowance of such fees and expenses incurred during this 

Compensation Period but not included herein. 

NOTICE 

63. No trustee or examiner has been appointed in the Chapter 11 Cases. Pursuant to

the Interim Compensation Order, notice of this Application has been served upon: (i) the Debtors 

c/o Pacific Gas & Electric Company, 77 Beale Street, San Francisco, CA 94105 (Attn: Janet 

Loduca, Esq.); (ii) the 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.); (iii) 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.); (iv) counsel for the TCC, Baker & Hostetler LLP, 11601 

Wilshire Boulevard, Suite 1400, Los Angeles, CA 90025-0509 (Attn: Eric Sagerman, Esq. and 

Cecily Dumas, Esq.); and (v) counsel to the Fee Examiner, Scott McNutt, 324 Warren Road, San 

Mateo, CA 94402 (Attn: Scott McNutt). 

CONCLUSION 

WHEREFORE, Milbank respectfully requests that the Court enter an order: (i) allowing 

Milbank (a) interim compensation for professional services rendered as counsel for the Committee 

during the Compensation Period in the amount of $7,965,307.50; and (b) reimbursement of 

expenses incurred in connection with rendering such services in the aggregate amount of 

$274,206.05, for a total award of $8,239,513.55; (ii) authorizing and directing the Debtors to pay 

(to the extent not previously paid in accordance with the Interim Compensation Order) to Milbank 

$4,529,355.71 which is an amount equal to the difference between (a) this $8,239,513.55 award; 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 28

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and (b) $3,710,157.84, the total of all amounts that the Debtors have previously paid to Milbank 

pursuant to the Interim Compensation Order for services rendered and expenses incurred during 

the Compensation Period; and (iii) granting such further relief as is just and appropriate. 

Dated: November 14, 2019 

Respectfully submitted, 

MILBANK LLP 

By: /s/ Dennis F. Dunne 

Dennis F. Dunne (admitted pro hac vice) 

Samuel A. Khalil (admitted pro hac vice) 

Gregory A. Bray 

Thomas R. Kreller 

Counsel for the Official Committee of Unsecured 

Creditors 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 29

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EXHIBIT A 

COMPENSATION BY PROFESSIONAL 

The attorneys who rendered professional services in these Chapter 11 Cases from June 1, 

2019 through September 30, 2019 (the “Fee Period”) are: 

NAME OF 

PROFESSIONAL 

PARTNERS, 

COUNSEL & 

SENIOR 

ATTORNEYS: DEPARTMENT 

YEAR 

ADMITTED 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Paul Aronzon 

Financial 

Restructuring 1979 $1,540 35.20 $54,208.00 

William Bice 

Global Project, 

Energy and 

Infrastructure 

Finance 1996 

$1,540 

$770* 

110.80 $170,632.00 

Gregory Bray 

Financial 

Restructuring 1984 

$1,540 

$770* 

567.70 

10.00 

$874,258.00 

$7,700.00 

Dennis Dunne 

Financial 

Restructuring 1991 $1,540 243.70 $375,298.00 

Russell 

Kestenbaum Tax 1999 $1,540 12.90 $19,866.00 

Thomas Kreller 

Financial 

Restructuring 1992 

$1,540 

$770* 

183.20 

10.20 

$282,128.00 

$7,854.00 

Andrew Leblanc Litigation 2000 

$1,540 

$770 

265.00 

85.70 

$408,100.00 

$65,989.00 

Allan Marks 

Global Project, 

Energy and 

Infrastructure 

Finance 1990 $1,540 67.80 $104,412.00 

Michael Nolan Litigation 1992 $1,540 4.50 $6,930.00 

Alan Stone Litigation 1988 

$1,540 

$770 

184.60 

25.40 

$284,284.00 

$19,558.00 

Samuel Khalil 

Financial 

Restructuring 2004 $1,425 87.80 $125,115.00 

Manan Shah Tax 2002 $1,425 36.50 $52,012.50 

Craig Price 

Financial 

Restructuring 2000 $1,120 717.60 $803,712.00 

Samir Vora Litigation 2007 

$1,120 

$560* 

448.70 

25.80 

$502,544.00 

$14,448.00 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 30

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Lena Mandel 

Financial 

Restructuring 1991 $1,080 223.80 $241,704.00 

Total Partners, 

Counsel & Senior 

Attorneys: $1,320.85 3,346.90 $4,420,752.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 31

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NAME OF 

PROFESSIONAL 

ASSOCIATES: DEPARTMENT 

YEAR 

ADMITTED*

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

James Beebe Tax 2011 $995 30.40 $30,248.00 

Daniel Denny Financial Restructuring 2005 

$995 

$497.50* 

243.80 $242,581.00 

Yigal Gross Alternative Investments 2015 $995 4.10 $4,079.50 

Erin Dexter Litigation 2014 $920 395.30 $363,676.00 

Rachael Franzoia Financial Restructuring 2013 

$920 

$460* 

175.80 $161,736.00 

Ryan Hart 

Global Project, Energy and 

Infrastructure Finance 2014 $920 19.10 $17,572.00 

Matthew Koch Financial Restructuring 2014 $920 677.00 $622,840.00 

Parker Milender Financial Restructuring 2014 $920 35.70 $32,844.00 

Jordan Weber Financial Restructuring 2015 

$920 

$460* 

458.60 

7.60 

$421,912.00 

$3,496.00 

Kathryn Kincade 

Global Project, Energy and 

Infrastructure Finance 2015 $875 9.90 $8,662.50 

Chad Richards 

Global Project, Energy and 

Infrastructure Finance 2015 $875 44.70 $39,112.50 

Christina Skaliks Tax 2015 $875 27.10 $23,712.50 

Julie Wolf Litigation 2016 

$875 

$437.5* 

337.50 

36.10 

$295,312.50 

$15,793.75 

Emile Ayoub Litigation 2017 $830 6.00 $4,980.00 

James Donahue 

Global Project, Energy and 

Infrastructure Finance 2016 $830 9.30 $7,719.00 

Kavon Khani Litigation 2017 $830 464.40 $385,452.00 

Jesse Yoder Financial Restructuring 2017 $830 11.70 $9,711.00 

Adeola Adeyosoye Financial Restructuring 2018 $735 102.30 $75,190.50 

Julia Duke Litigation 2018 $735 95.60 $70,266.00 

Natalie Karl 

Global Project, Energy and 

Infrastructure Finance 2017 $735 5.30 $3,895.50 

Melanie Miller Financial Restructuring 2018 $735 47.80 $35,133.00 

Ben Nicholson Litigation 2017 $735 67.40 $49,539.00 

Luis Orengo Litigation 2018 $735 223.10 $163,978.50 

Henry Seeley 

Global Project, Energy and 

Infrastructure Finance 2018 $735 13.50 $9,922.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 32

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NAME OF 

PROFESSIONAL 

ASSOCIATES DEPARTMENT

YEAR 

ADMITTED*

HOURLY 

RATE

TOTAL 

HOURS 

BILLED

TOTAL 

COMPENSATION

Stephen Benz Litigation 2019 $595 14.80 $8,806.00 

Margherita 

Capolino Litigation 2019 $595 77.10 $45,874.50 

Michael Harman 

Global Project, Energy and 

Infrastructure Finance 2019 $595 14.70 $8,746.50 

Christopher Kim 

Global Project, Energy and 

Infrastructure Finance 2019 $595 6.70 $3,986.50 

Aaron Metviner Financial Restructuring 2018 $595 198.60 $118,167.00 

Ariella Stepanian 

Global Project, Energy and 

Infrastructure Finance 2019 $595 7.00 $4,165.00 

Julia Wu Litigation 2018 

$595 

$297.5* 

238.60 

41.90 

$141,967.00 

$12,465.25 

Andrew Abell Financial Restructuring 

Not Yet 

Admitted $450 6.30 $2,835.00 

Total Associates: $829.49 4,154.80 $3,446,378.00 

NAME OF 

PARAPROFESSIONALS: DEPARTMENT 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Angel Anderson Litigation $350 7.10 $2,485.00 

Abayomi Ayandipo Litigation $350 27.70 $9,695.00 

Jenifer Gibbs Litigation $350 67.20 $23,520.00 

David McCracken Litigation $350 21.10 $7,385.00 

Ishmael Taylor-Kamara 

Financial 

Restructuring $300 4.70 $1,410.00 

Charmaine Thomas 

Financial 

Restructuring $300 80.00 $24,000.00 

Ricky Windom Litigation $300 37.40 $11,220.00 

Jacqueline Brewster 

Financial 

Restructuring $290 12.90 $3,741.00 

Brandon Fiscina Litigation $250 4.90 $1,225.00 

Cecelia Kim 

Financial 

Restructuring $235 4.10 $963.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 33

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NAME OF 

PARAPROFESSIONALS: DEPARTMENT 

HOURLY 

RATE 

TOTAL 

HOURS 

BILLED 

TOTAL 

COMPENSATION 

Alejandro Mendoza General $235 5.00 $1,175.00 

Marcin Grabysz Practice Support $360 22.20 $7,992.00 

James Liles Practice Support $635 5.30 $3,365.50 

Total Paraprofessionals 

and other non-legal staff: $327.69 299.60 $98,177.00 

PROFESSIONALS 

TOTALS: 

BLENDED RATE TOTAL HOURS 

BILLED 

TOTAL 

COMPENSATION 

Partners and Counsel $1,320.85 3,346.90 $4,420,752.50 

Associates $829.49 4,154.80 $3,446,378.00 

Paraprofessionals and other non-legal staff $327.69 299.60 $98,177.00 

Blended Attorney Rate $1,048.71 7,501.70 $7,867,130.50 

Total Fees Incurred $1,021.02 7,801.30 $7,965,307.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 34

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EXHIBIT B 

COMPENSATION BY PROJECT CATEGORY 

Project Category Total Hours Total Fees 

 00002 Asset Sales/363 Sales 16.90 $16,050.50 

 00003 Automatic Stay 245.20 $250,373.00 

 00004 Bankruptcy Litigation 729.50 $633,513.50 

 00005 Bar Date 107.30 $114,067.00 

 00006 Claims reconciliation/Objections 50.30 $53,317.50 

 00007 Case Administration (Dockets updates, WIP and 

calendar) 

192.90 

$155,765.50 

 00009 Plan of Reorganization 1,250.30 $1,400,357.00 

 00010 Communications with Client 333.30 $356,835.50 

 00011 Communications with Unsecured Creditors 42.50 $55,193.00 

 00012 Committee Meetings 465.00 $554,937.00 

 00014 Corporate Governance and Board Issues 169.10 $183,268.00 

 00017 Executory Contracts/Lease issues 47.70 $49,168.50 

 00018 General Case Strategy(includes calls with client 

 and team calls and meetings) 

606.70 

$655,207.50 

 00020 Court Hearings 574.10 $617,951.50 

 00023 Non-Working Travel 242.70 $147,304.00 

 00026 Regulatory, Political and Legislative 225.90 $280,551.50 

 00027 CPUC 98.10 $91,327.00 

 00028 FERC 19.10 $21,337.00 

 00029 Retention/Fee Applications 280.90 $281,283.00 

 00032 Subrogation Issues 82.70 $93,250.00 

00038 Wildfire Claims and Treatment 1,792.40 $1,706,552.00 

00039 Employee Benefits/Severance Issues 228.70 $247,698.00 

Total 7,801.30 $7,965,307.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 35

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EXHIBIT C 

EXPENSE SUMMARY 

Expense Category Total Expenses 

Airfreight/Messenger $1,336.99

Cab Fares/Local Transportation $13,185.72

Computerized Database 

Research $161,639.51

Filing Fees $2,475.79

Lodging $33,495.16

Meals $5,665.93

Photocopies/Printing $7,957.70

Telephone $5,846.33

Transcript Expenses $9,696.20

Travel $32,906.72

TOTAL $274,206.05

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 36

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EXHIBIT D 

CUSTOMARY AND COMPARABLE COMPENSATION DISCLOSURES 

Category of Timekeeper Blended Hourly Rate 

Billed 

Firm-wide for preceding 

Fiscal year (FY2018)

1

Billed 

June 1, 2019 through 

September 30, 2019 

Partner $1,329.38 $1,480.24 

Counsel $1,053.49 $1,103.47 

Associate $753.07 $829.49 

Paralegal $281.10 $327.69 

Aggregated $869.72 $1,021.02 

1 As requested in the U.S. Trustee Guidelines, the calculations in this column exclude members of 

Milbank’s Financial Restructuring Group. 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 37

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EXHIBIT E 

BUDGET AND STAFFING PLAN

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

BUDGET FOR MILBANK LLP AS 

COUNSEL TO THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS OF PG&E CORPORATION 

AND PACIFIC GAS AND ELECTRIC 

COMPANY FOR THE PERIOD JUNE 1, 

2019 THROUGH SEPTEMBER 30, 2019 

 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).

Date Retention Approved: April 29, 2019 nunc pro tunc to February 12, 2019 

PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Administrative Expense Claims (00001) 10 $10,576.10 

Asset Sales/363 Sales (00002) 10 $10,576.10 

Automatic Stay (00003) 380 $401,891.80 

Bankruptcy Litigation (00004) 1,300 $1,374,893.00 

Bar Date (00005) 170 $179,793.70 

Claims Reconciliation/Objections (00006) 10 $10,576.10 

Case Administration (Docket Updates, WIP and 

calendar) (00007) 270 $285,554.70 

CCA and Aggregator Issues (00008) 45 $47,592.45 

Plan of Reorganization (00009) 1,900 $2,009,459.00 

1

 The estimated fees contained herein are calculated by multiplying the estimated hours by $1,057.61, 

the average blended rate of the Milbank professionals and paraprofessionals working on these cases for 

the month of May 2019.

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 39

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PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Communications with Client (00010) 505 $534,093.05 

Communications with Unsecured Creditors (00011) 55 $58,168.55 

Committee Meetings (00012) 715 $756,191.15 

Committee Governance (00013) 125 $132,201.25 

Corporate Governance and Board Issues (00014) 225 $237,962.25 

Customer, Supplier and Vendor Issues (00015) 10 $10,576.10 

DIP Financing/Cash Management (00016) 5 $5,288.05 

Executory Contracts/Lease Issues (00017) 100 $105,761.00 

General Case Strategy (includes calls with clients and 

team calls and meetings) (00018) 925 $978,289.25 

Insurers and Insurance Claims (00019) 15 $15,864.15 

Court Hearings (00020) 1,050 $1,110,490.50 

Mediation and Alternative Dispute Resolution (00021) 10 $10,576.10 

Non-Bankruptcy Litigation (00022) 10 $10,576.10 

Non-Working Travel (00023) 410 $433,620.10 

Power Purchase Agreements (00024) 15 $15,864.15 

Reclamation/503(b)(9) Claims (00025) 10 $10,576.10 

Regulatory, Political and Legislative (00026) 415 $438,908.15 

CPUC (00027) 205 $216,810.05 

FERC (00028) 45 $47,592.45 

Retention/Fee Applications (00029) 350 $370,163.50 

Retention/Fee Application Ordinary Course 

Professionals (00030) 5 $5,288.05 

Schedules/Statements of Financial Affairs (00031) 5 $5,288.05 

Subrogation Issues (00032) 30 $31,728.30 

Tort Committee (00033) 10 $10,576.10 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 40

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24 

25 

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PROJECT CATEGORY ESTIMATED 

HOURS 

ESTIMATED 

FEES1

Tax Issues (00034) 10 $10,576.10 

Trust Structure, Corpus and Terms (00035) 5 $5,288.05 

U.S. Trustee (00036) 10 $10,576.10 

Adequate Assurance Issues (00037) 5 $5,288.05 

Wildfire Claims and Treatment (00038) 2,800 $2,961,308.00 

Employee Benefits and Severance Issues (00039) 415 $438,908.15 

TOTAL 12,590 $13,315,309.90 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 41

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

- and -

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Bankruptcy Case 

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

STAFFING PLAN FOR MILBANK LLP AS 

COUNSEL TO THE OFFICIAL 

COMMITTEE OF UNSECURED 

CREDITORS OF PG&E CORPORATION 

AND PACIFIC GAS AND ELECTRIC 

COMPANY FOR THE PERIOD JUNE 1, 

2019 THROUGH SEPTEMBER 30, 2019 

 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).

Date Retention Approved: April 29, 2019 nunc pro tunc to February 12, 2019 

CATEGORY OF TIMEKEEPER 

NUMBER OF 

TIMEKEEPERS 

EXPECTED TO WORK 

ON THE MATTER 

DURING THE BUDGET 

PERIOD 

AVERAGE 

HOURLY RATE1

Partners 14 $1,488.86

Counsel 6 $1,114.05 

Sr. Associates (7+ years experience) 7 $1,032.69 

Associates (4-6 years experience) 13 $904.15 

Jr. Associates (1-3 years experience) 25 $703.37 

Paralegals 11 $290.01 

Staff Attorneys, Case Managers, and 

Specialists 9 $359.72 

1

 Milbank’s hourly rates are subject to customary annual firm-wide adjustments in the ordinary course 

of business, notice of which adjustments shall be provided to the Committee and the U.S. Trustee. 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 42

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EXHIBIT F 

SUMMARY OF FEES AND HOURS BUDGETED 

COMPARED TO FEES AND HOURS BILLED 

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PROJECT CATEGORY Budgeted 

Hours 

Billed 

Hours 

Budgeted Fees Billed Fees 

Administrative Expense 

Claims (00001) 10 0 $10,576.10 0 

Asset Sales/363 Sales (00002) 10 16.90 $10,576.10 $16,050.50 

Automatic Stay (00003) 380 245.20 $401,891.80 $250,373.00 

Bankruptcy Litigation (00004) 1,300 729.50 $1,374,893.00 $633,513.50 

Bar Date (00005) 170 107.30 $179,793.70 $114,067.00 

Claims 

Reconciliation/Objections 

(00006)

10 50.30 $10,576.10 $53,317.50 

Case Administration (Docket 

Updates, WIP and calendar) 

(00007)

270 192.90 $285,554.70 $155,765.50 

CCA and Aggregator Issues 

(00008) 45 0 $47,592.45 0 

Plan of Reorganization 

(00009) 1,900 1,250.30 $2,009,459.00 $1,400,357.00 

Communications with Client 

(00010) 505 333.30 $534,093.05 $356,835.50 

Communications with 

Unsecured Creditors (00011) 55 42.50 $58,168.55 $55,193.00 

Committee Meetings (00012) 715 465.00 $756,191.15 $554,937.00 

Committee Governance 

(00013) 125 0 $132,201.25 0 

Corporate Governance and 

Board Issues (00014) 225 169.10 $237,962.25 $183,268.00 

Customer, Supplier and 

Vendor Issues (00015) 10 0 $10,576.10 0 

DIP Financing/Cash 

Management (00016) 5 0 $5,288.05 0 

Executory Contracts/Lease 

Issues (00017) 100 47.70 $105,761.00 $49,168.50 

General Case Strategy 

(includes calls with clients and 

team calls and meetings) 

(00018)

925 606.70 $978,289.25 $655,207.50 

Insurers and Insurance Claims 

(00019) 15 0 $15,864.15 0 

Court Hearings (00020) 1,050 574.10 $1,110,490.50 $617,951.50 

Mediation and Alternative 

Dispute Resolution (00021) 10 0 $10,576.10 0 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 44

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PROJECT CATEGORY Budgeted 

Hours 

Billed 

Hours 

Budgeted Fees Billed Fees 

Non-Bankruptcy Litigation 

(00022) 10 0 $10,576.10 0 

Non-Working Travel (00023) 410 242.70 $433,620.10 $147,304.00 

Power Purchase Agreements 

(00024) 15 0 $15,864.15 0 

Reclamation/503(b)(9) Claims 

(00025) 10 0 $10,576.10 0 

Regulatory, Political and 

Legislative (00026) 415 225.90 $438,908.15 $280,551.50 

CPUC (00027) 205 98.10 $216,810.05 $91,327.00 

FERC (00028) 45 19.10 $47,592.45 $21,337.00 

Retention/Fee Applications 

(00029) 350 280.90 $370,163.50 $281,283.00 

Retention/Fee Application 

Ordinary Course Professionals 

(00030) 

5 0 $5,288.05 0 

Schedules/Statements of 

Financial Affairs (00031) 5 0 $5,288.05 0 

Subrogation Issues (00032) 30 82.70 $31,728.30 $93,250.00 

Tort Committee (00033) 10 0 $10,576.10 0 

Tax Issues (00034) 10 0 $10,576.10 0 

Trust Structure, Corpus and 

Terms (00035) 5 0 $5,288.05 0 

U.S. Trustee (00036) 10 0 $10,576.10 0 

Adequate Assurance Issues 

(00037) 5 0 $5,288.05 0 

Wildfire Claims and 

Treatment (00038) 2,800 1,792.40 $2,961,308.00 $1,706,552.00 

Employee Benefits and 

Severance Issues (00039) 415 228.70 $438,908.15 $247,698.00 

TOTAL 12,590 7,801.30 $13,315,309.90 $7,965,307.50 

Case: 19-30088 Doc# 4723 Filed: 11/14/19 Entered: 11/14/19 14:03:03 Page 45

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EXHIBIT G 

KRELLER DECLARATION 

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UNITED STATES BANKRUPTCY COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

In re: 

PG&E CORPORATION 

 - and - 

PACIFIC GAS AND ELECTRIC 

COMPANY,

Debtors.

Case No. 19-30088 (DM) 

Chapter 11 

(Lead Case) 

(Jointly Administered) 

CERTIFICATION OF THOMAS R. 

KRELLER REGARDING SECOND 

INTERIM APPLICATION OF MILBANK 

LLP FOR ALLOWANCE OF 

COMPENSATION AND FOR 

REIMBURSEMENT OF EXPENSES 

INCURRED AS COUNSEL TO THE 

OFFICIAL COMMITTEE OF UNSECURED 

CREDITORS FOR THE PERIOD FROM 

JUNE 1, 2019 THROUGH SEPTEMBER 30, 

2019 

 

 

 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). 

1. I am a partner in the Financial Restructuring Group of the firm Milbank LLP 

(“Milbank”), counsel to the official committee of unsecured creditors (the “Committee”) in these 

Chapter 11 Cases. I am admitted to the bar of the State of California. 

2. I make this certification regarding the Second Interim Application of Milbank LLP 

for Allowance of Compensation for Services Rendered and for Reimbursement of Expenses 

Incurred as Counsel to the Official Committee of Unsecured Creditors for the Period from June 

1, 2019 through September 30, 2019 (the “Second Interim Fee Application”). I am familiar with: 

(i) the Order Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority 

to Establish Procedures for Interim Compensation and Reimbursement of Expenses of 

Professionals [Docket No. 701] (the “Interim Compensation Order”); (ii) the Guidelines for 

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4553.00001

Compensation and Expense Reimbursement of Professionals and Trustees for the Northern District 

of California, dated February 19, 2014 (the “Local Guidelines”); (iii) 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 “U.S. 

Trustee Guidelines”); and (iv) the Fee Examiner Protocol for Chapter 11 Cases of PG&E 

Corporation and Pacific Gas and Electric Company, filed on October 24, 2019 [Docket No. 4473-

1] (the “Fee Examiner Protocol” and collectively, the “Fee Guidelines”). 

3. I have reviewed the Second Interim Fee Application and hereby certify that, to the 

best of my knowledge, information and belief, it complies with the Fee Guidelines and the 

applicable provisions of the Bankruptcy Code and the Bankruptcy Rules. The fees and 

disbursements sought are billed at rates in accordance with those generally charged by Milbank 

and generally accepted by Milbank’s clients. I certify that: (i) all of the services for which 

compensation is sought in the Second Interim Fee Application were rendered for or on behalf of 

the Committee solely in connection with the Chapter 11 Cases; and (ii) the Second Interim Fee 

Application is being served on the Debtors, the TCC, the U.S. Trustee and the Fee Examiner in 

accordance with the Interim Compensation Order. Additionally, I hereby certify that, in 

accordance with the Interim Compensation Order, and in connection with preparing this Second 

Interim Fee Application, Milbank has made a reasonable effort to comply with the U.S. Trustee’s 

requests for information and additional disclosures set forth in the U.S. Trustee Guidelines. To 

that end, Milbank specifically responds to certain questions identified in the U.S. Trustee 

Guidelines as follows: 

Question 1: Did Milbank agree to any variations from, or alternatives to, Milbank’s 

standard or customary billing rates, fees or terms for services pertaining to 

this engagement that were provided during the application period? If so, 

please explain. 

Answer: No. 

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4553.00001

Question 2: If the fees sought in the Second Interim Fee Application as compared to the 

fees budgeted for the time period covered by the Application are higher by 

10% or more, did Milbank discuss the reasons for the variation with the 

client? 

Answer: The fees sought in the Second Interim Fee Application are 

less than the fees budgeted for the time period covered by 

such application. 

Question 3: Have any of the professionals included in the Second Interim Fee 

Application varied their hourly rate based on geographic location of the 

bankruptcy case? 

Answer: No. 

Question 4: Does the Second Interim Fee Application include time or fees related to 

reviewing or revising time records or preparing, reviewing or revising 

invoices? 

Answer: The Second Interim Fee Application includes a small 

amount of time and fees related to reviewing or revising time 

records for privileged or confidentiality and preparing, 

reviewing or revising invoices in connection with the 

preparation of Monthly Fee Statements relating to the period 

covered by this Second Interim Fee Application. 

Question 5: Does the Second Interim Fee Application include time for fees for 

reviewing time records to redact any privileged or other confidential 

information? 

Answer: Yes. See above. 

Question 6: Does the Second Interim Fee Application includes any rate increases since 

retention in these cases: 

Answer: The Second Interim Fee Applications does not include any 

rate increases since retention in these cases. 

Question 7: Did the client agree when retaining Milbank to accept all future rate 

increases? If not, did Milbank inform the client that they need not agree to 

modified rates or terms in order to have you continue the representation, 

consistent with ABA Formal Ethics Opinion 11-458? 

Answer: The client did not prospectively approve such rate increases 

but was notified at the outset of the engagement that 

Milbank’s hourly rates are reviewed and revised from time 

to time. In accordance with ABA Formal Ethics Opinion 11-

458, Milbank also notified the Committee at the outset of the 

representation that it need not agree to any modified rates or 

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4553.00001

terms in order to have Milbank continue its representation of 

the Committee. 

/s/ Thomas R. Kreller 

Thomas R. Kreller 

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