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

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. 

(ray.schrock@weil.com) (pro hac vice) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

Attorneys for Debtors 

and Debtors in Possession 

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) 

Related Docket Ref: Docket No.: 1599 

STIPULATION BETWEEN THE 

DEBTORS AND mNOC AERS LLC 

TO PERMIT TERMINATION OF 

CAPACITY STORAGE AGREEMENT 

[No Hearing Date Requested] 

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). 

Case: 19-30088 Doc# 1975 Filed: 05/10/19 Entered: 05/10/19 13:01:58 Page 1 of

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-2- 

Pacific Gas and Electric Company (the “Utility”), as debtor and debtor in 

possession in the above-captioned chapter 11 cases (the “Chapter 11 Cases”), and mNOC AERS 

LLC (“mNOC”), by and through their respective counsel, hereby submit this stipulation (the 

“Stipulation”), for an Order approving their agreement to allow for the termination of that certain 

Behind the Retail Meter Capacity Storage Agreement, dated June 1, 2018 (as amended by letter 

agreements dated October 11, 2018 and November 27, 2018, collectively, the “Agreement”) 

between mNOC, on the one hand, and the Utility, on the other hand, and to the extent applicable, 

the modification of the automatic stay pursuant to section 362 of title 11 of the United States 

Code (the “Bankruptcy Code”), and represent and agree as follows: 

RECITALS 

A. On January 29, 2019 (the “Petition Date”), PG&E Corporation and the 

Utility (collectively, the “Debtors”) commenced the Chapter 11 Cases in the United States 

Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). 

B. On April 22, 2019, mNOC filed a Motion and Memorandum of Points and 

Authorities of mNOC AERS LLC for Entry of an Order Confirming Safe Harbor Protection 

Under 11 U.S.C. §§ 362(b)(6) and 556 [Dkt. No. 1599] (together with the Declaration filed in 

support thereof [Dkt. No. 1600], collectively, the “Safe Harbor Motion”), and an accompanying 

Motion to File Under Seal [Dkt. No. 1596], seeking an Order of the Court confirming that, inter 

alia, the safe harbor provisions of sections 362(b)(6) and 556 of the Bankruptcy Code apply to 

permit mNOC to exercise its contractual rights to terminate the Agreement without obtaining 

relief from the automatic stay; 

C. The Utility has raised with mNOC certain informal objections to the relief 

requested in the Safe Harbor Motion. 

D. The parties hereto desire to resolve their issues regarding the Safe Harbor 

Motion and the Agreement. 

E. The Official Committee of Unsecured Creditors and the Official 

Committee of Tort Claimants have each reviewed the Stipulation and have no objection to the 

agreements set forth herein or to entry of an Order approving the terms of the Stipulation. 

Case: 19-30088 Doc# 1975 Filed: 05/10/19 Entered: 05/10/19 13:01:58 Page 2 of

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-3- 

 NOW, THEREFORE, UPON THE FOREGOING RECITALS, IT IS 

HEREBY STIPULATED AND AGREED, BY AND BETWEEN THE PARTIES, THROUGH 

THE UNDERSIGNED, AND THE PARTIES JOINTLY REQUEST THE COURT TO ORDER, 

THAT: 

1. This Stipulation shall have no force and effect unless and until approved by 

the Bankruptcy Court (the date of entry of an Order approving the Stipulation, the “Approval 

Date”). 

2. Upon the Approval Date, to the extent applicable and subject to the 

reservations set forth in this Stipulation, the parties hereto agree that the automatic stay under 

section 362 of the Bankruptcy Code shall be modified solely to the extent necessary to authorize 

(but not direct) mNOC to exercise its contractual right to terminate the Agreement in accordance 

with, and pursuant to, the express terms and provisions of the Agreement. The time in which 

mNOC must provide notice of the exercise of any contractual right under the Agreement as set 

forth herein shall begin to run on the Approval Date. 

3. Upon the Approval Date, each of the parties hereto agrees that it shall not 

be entitled to assert any claim for damages against the other arising out of or relating to mNOC’s 

exercise of its contractual rights with respect to the Agreement as set forth herein, provided 

however that nothing in this Stipulation shall prejudice or release any claim that mNOC may 

assert for the return and release of any collateral it has pledged (or will pledge at any time 

hereafter) with respect to the Agreement. 

4. Within three (3) business days of the Approval Date, mNOC shall 

withdraw the Safe Harbor Motion, with prejudice. 

5. This Stipulation shall be binding upon (i) any liquidating trustee, plan 

administrator, distribution agent, and/or any other responsible person appointed pursuant to any 

chapter 11 plan confirmed in the Chapter 11 Cases; (ii) any chapter 11 trustee appointed in these 

Chapter 11 Cases, and/or (iii) any chapter 7 trustee appointed or elected in these cases. 

Case: 19-30088 Doc# 1975 Filed: 05/10/19 Entered: 05/10/19 13:01:58 Page 3 of

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-4- 

6. This Stipulation and the Agreement shall constitute the entire agreement 

and understanding of the parties relating to the subject matter hereof and supersede all prior 

agreements and understandings relating to the subject matter hereof. 

7. This Stipulation may be executed in counterparts, each of which shall be 

deemed an original but all of which together shall constitute one and the same agreement. 

8. The Bankruptcy Court shall retain jurisdiction to resolve any disputes or 

controversies arising from this Stipulation. 

DATED: May 10. 2019 

 ORRICK, HERRINGTON & STUCLIFFE LLP 

 /s/ Thomas C. Mitchell 

 Thomas C. Mitchell (CA 124438) 

Debra L. Felder 

 Attorneys for Party in Interest 

 mNOC AERS LLC

DATED: May 10, 2019 

 WEIL, GOTSHAL & MANGES LLP 

 

 /s/ Matthew P. Goren 

 Matthew P. Goren (pro hac vice) 

Attorneys for Debtors 

 and Debtors in Possession 

Case: 19-30088 Doc# 1975 Filed: 05/10/19 Entered: 05/10/19 13:01:58 Page 4 of

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