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WEIL, GOTSHAL & MANGES LLP 

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

Ray C. Schrock, P.C. (pro hac vice) 

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

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) 

THIRD OMNIBUS MOTION PURSUANT TO 11 U.S.C § 365(a), 

FED. R. BANKR. P. 6006, AND B.L.R. 6006-1 TO 

APPROVE THE UTILITY’S ASSUMPTION OF CERTAIN 

CONTRACT PRICE DISCOUNTED ENERGY PROCUREMENT 

AGREEMENTS 

(THE “DISCOUNTED EP ASSUMPTION MOTION”) 

Hearing Date: August 28, 2019 

Hearing Time: 9:30am (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Judge: Hon. Dennis Montali 

Objection Deadline: August 14, 2019, at 4:00 p.m. (Pacific Time) 

Debtors.

 Affects PG&E Corporation 

 Affects Pacific Gas and Electric 

Company 

 Affects both Debtors 

* All papers shall be filed in the Lead 

Case, No. 19-30088 (DM). 

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NOTICE TO CONTRACT COUNTERPARTIES 

The counterparties to each of the EP Agreements (as defined below) to be assumed by Pacific 

Gas and Electric Company pursuant to this Motion are identified on Exhibit B hereto. If you 

have received this Motion and you are a counterparty to an EP Agreement with Pacific Gas and 

Electric Company, please review Exhibit B to determine if this Motion affects your rights 

thereunder.

PG&E Corporation (“PG&E Corp.”) and Pacific Gas and Electric Company (the 

“Utility”), as debtors and debtors in possession (collectively, “PG&E” or the “Debtors”) in the abovecaptioned chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Motion (the “Motion”), 

pursuant to section 365(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 6006 of 

the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 6006-1 of the 

Bankruptcy Local Rules for the United States District Court for the Northern District of California 

(the “Bankruptcy Local Rules”), for an order approving the Utility’s assumption of each of the EP 

Agreements (as defined below), each as amended pursuant to the applicable EP Amendment (as defined 

below) to incorporate a price reduction of approximately ten percent (10%) and other agreed upon 

modifications set forth therein. 

In support of the Motion, the Debtors submit the Declaration of Marino Monardi (the 

“Monardi Declaration”), filed contemporaneously herewith. A proposed form of order granting the 

relief requested herein is annexed hereto as Exhibit A (the “Proposed Order”). 

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Table of Contents 

I. JURISDICTION ...............................................................................................................6

II. BACKGROUND ..............................................................................................................6

III. THE EP AGREEMENTS .................................................................................................6

IV. ASSUMPTION OF THE EP AGREEMENTS IS IN THE BEST INTERESTS 

OF THE UTILITY, ITS CREDITORS, AND ALL PARTIES IN INTEREST .............10

V. REQUIREMENTS OF BANKRUPTCY RULE 6006 ...................................................13

VI. NOTICE ..........................................................................................................................13

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TABLE OF AUTHORITIES 

 Page(s) 

Cases 

Agarwal v. Pomona Valley Med. Grp., Inc. (In re Pomona Valley Med. Grp., Inc.), 

476 F.3d 665 (9th Cir. 2007) ............................................................................................................ 12 

In re Am. Suzuki Motor Corp., 

494 B.R. 466 (Bankr. C.D. Cal. 2013) .............................................................................................. 11 

Bakery, Confectionary & Tobacco Workers Int’l Union v. Kirkpatrick (In re 

Kirkpatrick), 

34 B.R. 767 (B.A.P. 9th Cir. 1983)................................................................................................... 11 

Durkin v. Benedor Corp. (In re G.I. Indus., Inc.), 

204 F.3d 1276 (9th Cir., 2000) ......................................................................................................... 11 

In re MF Glob. Holdings Ltd., 

466 B.R. 239 (Bankr. S.D.N.Y. 2012) .............................................................................................. 11 

In re Miller, 

No. 15-61159-12, 2016 WL 1316763 (Bankr. D. Mont. Apr. 1, 2016)............................................ 11 

NLRB v Bildisco & Bildisco, 

465 U.S. 513 (1984) .......................................................................................................................... 11 

Pac. Shores Dev. v. At Home Corp. (In re At Home Corp.), 

292 B.R. 195 (N.D. Cal. 2003), aff’d, 392 F.3d 1064 (9th Cir. 2004).............................................. 11 

Zurich Am. Ins. Co. v. Int’l Fibercom, Inc. (In re Int’l Fibercom, Inc.), 

503 F.3d 933 (9th Cir. 2007) ............................................................................................................ 11 

Statutes 

11 U.S.C § 365(a) ............................................................................................................................. 11, 12 

11 U.S.C. §§ 1107(a) and 1108................................................................................................................. 6 

28 U.S.C. §§ 157 and 1334 ....................................................................................................................... 6 

28 U.S.C. §§ 1408 and 1409 ..................................................................................................................... 6 

California Public Utilities Code sections 3291(b)(1)(D) and 3292(b)(1)(D) ......................................... 12 

Other Authorities 

Fed. R. Bankr. P. 1015(b) ......................................................................................................................... 6 

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Fed. R. Bankr. P. 2002 ............................................................................................................................ 14 

Fed. R. Bankr. P. 6006(e) ....................................................................................................................... 13 

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MEMORANDUM OF POINTS AND AUTHORITIES 

I. JURISDICTION 

The Court has jurisdiction to consider this matter 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 Bankruptcy Local Rule 5011-1(a). This is a core proceeding pursuant to 28 U.S.C. § 157(b). 

Venue is proper before the Court pursuant to 28 U.S.C. §§ 1408 and 1409. 

II. BACKGROUND 

On January 29, 2019 (the “Petition Date”), the Debtors commenced with the Court 

voluntary cases under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their 

businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 

of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases. 

The Debtors’ Chapter 11 Cases are being jointly administered for procedural purposes only pursuant to 

Bankruptcy Rule 1015(b). 

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an 

Official Committee of Unsecured Creditors (the “Creditors Committee”). On February 15, 2019, the 

U.S. Trustee appointed an Official Committee of Tort Claimants (the “Tort Claimants Committee” 

and, together with the Creditors Committee, the “Committees”). 

Additional information regarding the circumstances leading to the commencement of the 

Chapter 11 Cases and information regarding the Debtors’ businesses and capital structure is set forth in 

the Amended Declaration of Jason P. Wells in Support of the First Day Motions and Related Relief

[Docket No. 263] (the “Wells Declaration”). 

III. THE EP AGREEMENTS 

In the ordinary course of its operations, the Utility is party to various types of energy 

procurement agreements, including, without limitation, (a) power purchase agreements, pursuant to 

which the Utility purchases electric power from generators, and (b) capacity storage agreements, which 

provide the Utility access to capacity from energy storage facilities. 

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The Utility routinely and continuously evaluates its energy procurement agreements in 

light of, among other things, the Utility’s operations, market conditions, pricing, the needs of the Utility’s 

customers, the regulatory requirements imposed on the Utility, and to ensure the Utility is safely and 

reliably delivering power. As part of that evaluation, the Utility has identified the EP Agreements for 

assumption in the Chapter 11 Cases. Following discussions with the EP Counterparties (as defined 

herein), the Utility and each of the respective counterparties have agreed that, in exchange for assumption 

of the applicable EP Agreement, the parties will enter into the EP Amendments described below, which 

include valuable discounts for the Utility. 

The effectiveness of each of the EP Amendments and assumption of the EP Agreements 

pursuant to this Motion is conditioned upon the Utility obtaining the necessary approvals from the 

Bankruptcy Court and California Public Utility Commission (the “CPUC”). Accordingly, 

contemporaneously herewith, the Utility is seeking CPUC approval for the EP Amendments but, to the 

extent such approval is not obtained prior to the hearing on this Motion, the Utility requests that the 

Court approve the Utility’s assumption of the EP Agreements, as amended, subject to CPUC approval. 

Pursuant to the EP Amendments, in the event CPUC approval is not attained within one hundred and 

eighty (180) days from the date approval is sought from the CPUC or the date of this Motion (whichever 

is later), either party may terminate the applicable EP Amendment and the assumption of the applicable 

EP Agreement shall be null and void. The various EP Agreements and the EP Amendments are discussed 

in further detail below. 

A. The Power Purchase Agreements 

To enable the Utility to provide power to its customers and meet regulatory requirements, 

the Utility is party to various power purchase agreements (each, a “PPA”) with developers and operators 

of power generation facilities and projects. Pursuant to this Motion, the Utility is seeking to assume the 

following three (3) PPAs, each as amended by the applicable PPA Amendment Agreements (as defined 

below): 

 Power Purchase Agreement between the Utility and Re Gaskell West 

3 LLC dated September 22, 2017 (the “Gaskell 3 PPA”); 

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 Power Purchase Agreement between the Utility and Re Gaskell West 

4 LLC dated September 22, 2017 (the “Gaskell 4 PPA”); and 

 Power Purchase Agreement between the Utility and Re Gaskell West 

5 LLC dated September 22, 2017 (the “Gaskell 5 PPA” and, together 

with the Gaskell 3 PPA and the Gaskell 4 PPA, the “PPAs”).1 

The PPAs are long-term purchase agreements pursuant to which the Utility will purchase 

electric power generated by a generation facility or project operated by the respective counterparty to 

the PPAs (collectively, the “PPA Counterparties”). The generation projects that will generate the 

power to be purchased by the Utility pursuant to the PPAs, however, are currently under development 

and not yet operational and, as a result, the PPA Counterparties have not yet commenced delivering 

power to the Utility.2 Upon completion of the generation projects, pursuant to the terms of the respective 

PPAs, the Utility will purchase power from the PPA Counterparties for a period of fifteen years, on a 

dollar per megawatt hour basis. Consequently, the Utility has no outstanding obligations to the PPA 

Counterparties under the PPAs, and no cure amounts are owed or payable in connection with the 

assumption of the PPAs as proposed pursuant to this Motion. 

In connection with the proposed assumption of the PPAs, the Utility has negotiated 

favorable amendments to the PPAs with the PPA Counterparties. These amendments are memorialized 

in agreements between the Utility and the respective PPA Counterparty (the “PPA Amendment 

Agreements”). Among other things, the Utility and the PPA Counterparties have agreed to a ten percent 

(10%) discount to the respective per megawatt hour purchase price of power under each PPA. 

Additionally, the Utility and the PPA Counterparties have agreed to extend project and construction 

related deadlines in each PPA, and consequently, the time by which the Debtors would be obligated to 

 

1

 A copy of the form of the PPAs available at https://www.pge.com/pge_global/common/pdfs/for-ourbusiness-partners/energy-supply/electric-rfo/wholesale-electric-powerprocurement/2017%20PV/PGE_2017_PV_PPA_final.docx. Copies of the actual PPAs and the PPA 

Amendment Agreements will be provided on a confidential basis to the U.S. Trustee and counsel to the 

Committees. 

2The PPA Counterparties entered into the PPAs prior to the completion of the respective generation 

projects because the PPA Counterparties use projected future revenue from the PPAs to obtain 

financing for the development and construction of the projects. 

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commence purchasing power, by up to 24 months. 

B. The Energy Storage Agreements. 

To enable the Utility to comply with applicable regulatory requirements related to storage 

capacity and resource adequacy, the Utility is party to various energy storage agreements with various 

counterparties that provide energy storage services. Pursuant to this Motion, the Utility is seeking to 

assume the following two (2) energy storage agreements, each as amended by the applicable ESA 

Amendment Agreements (as defined below): 

 Behind the Retail Meter Capacity Storage Agreement between the 

Utility and mNOC AERS LLC (“mNOC”), dated June 1, 2018, as 

previously amended by letters dated October 11, 2018 and November 

27, 2018 (the “mNOC ESA”); and 

 Energy Storage Resource Adequacy Agreement between the Utility 

and Hummingbird Energy Storage, LLC (“Hummingbird”), dated 

June 1, 2018, as previously amended by letters dated October 11, 2018, 

November 27, 2018 and March 28, 2019, (the “Hummingbird ESA” 

together with the mNOC ESA, the “ESAs,”3 and, collectively with the 

PPAs, the “EP Agreements”). 

The ESAs are long term agreements, pursuant to which the Utility will purchase storage 

capacity in certain battery storage projects from the respective counterparties to the ESAs (the “ESA 

Counterparties” and together with the PPA Counterparties, the “EP Counterparties”). The Utility 

utilizes the ESAs to meet the resource adequacy requirements (the “RARs”) imposed on it by the CPUC 

and other regulators. The RARs ensure that California’s load serving entities (including utilities, 

community choice aggregators, and energy service providers) have sufficient capacity to meet peak 

electric load demand on their networks, and require that load-serving entities maintain a reserve margin. 

Like the PPAs, the energy storage projects that are the subject of the ESAs are currently under 

 

3

 Copies of the forms of the ESA Agreements are available at 

http://www.pge.com/includes/docs/word_xls/b2b/wholesaleelectricsuppliersolicitation/Energy_Storage

_2016/AppendixF2_CapacityStorageAgreement_IssuanceFinal.docx and 

http://www.pge.com/includes/docs/word_xls/b2b/wholesaleelectricsuppliersolicitation/Energy_Storage

_2016/AppendixF3_BTMCapacityStorageAgreement_IssuanceFinal.docx. Copies of the actual ESAs 

and ESA Amendment Agreements will be provided on a confidential basis to the U.S. Trustee and 

counsel to the Committees. 

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development and not yet operational, and the ESA Counterparties have not yet commenced providing 

storage capacity to the Utility.4 Upon completion of the storage projects, the Utility will purchase storage 

capacity from mNOC and Hummingbird for periods of ten (10) or fifteen (15) years, respectively, on a 

dollar per kilowatt-month basis. Consequently, the Utility has no outstanding obligations to the ESA 

Counterparties under the ESAs and no cure amounts are owed or payable in connection with the 

assumption of the ESAs as proposed pursuant to this Motion. 

In connection with the assumption of the ESAs, the Utility has negotiated favorable 

amendments to the ESAs with the ESA Counterparties. The ESA Amendments are memorialized in 

amendment agreements between the Utility and the respective ESA Counterparty (the “ESA 

Amendment Agreements” and, together with the PPA Amendment Agreements, the “EP 

Amendments”). Specifically, with respect to the mNOC ESA, among other things, the parties have 

agreed to discounts on the contract price of approximately eleven percent (11%), and have agreed to 

extend two project completion milestones in the mNOC ESA by approximately fifteen (15) months, 

which will result in a corresponding delay to the Utility’s obligations to pay for the additional capacity 

by approximately fifteen (15) months. Similarly, with respect to the Hummingbird ESA, among other 

things, the parties have agreed to discounts on the contract price of approximately ten percent (10%) and 

have agreed to extend two project completion milestones in the Hummingbird ESA by twelve (12) 

months, which will result in a corresponding delay to the Utility’s obligations to pay for such capacity 

by approximately twelve (12) months. 

IV. ASSUMPTION OF THE EP AGREEMENTS IS IN THE BEST INTERESTS OF THE 

UTILITY, ITS CREDITORS, AND ALL PARTIES IN INTEREST 

The Utility’s assumption of the EP Agreements, as amended, should be approved under 

section 365(a) of the Bankruptcy Code. Section 365(a) provides, in pertinent part, that a debtor in 

possession “subject to the court’s approval, may assume or reject any executory contract . . . of the 

debtor.” 11 U.S.C. § 365(a). 

 

4

 The ESA Counterparties use the projected future revenue from the ESAs to obtain financing for the 

development and construction of the energy storage project. 

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The Supreme Court has defined “executory contracts” as contracts “on which 

performance is due to some extent on both sides.” NLRB v Bildisco & Bildisco, 465 U.S. 513, 522 n.6 

(1984). The Ninth Circuit has described executory contracts in similar terms, being contracts where 

“one party’s failure to perform its obligation would excuse the other party’s performance.” Zurich Am. 

Ins. Co. v. Int’l Fibercom, Inc. (In re Int’l Fibercom, Inc.), 503 F.3d 933, 941 (9th Cir. 2007) (citing 

Commercial Union Ins. Co. v. Texscan Corp. (In re Texscan Corp.), 976 F.2d 1269, 1272 (9th Cir. 

1992)). The EP Agreements clearly fall within this definition. In each case, there remains material 

performance obligations on both the Utility and the EP Counterparties. 

Bankruptcy Courts generally “approve motions to assume, assume and assign, or reject 

executory contracts or unexpired leases upon a showing that the debtor's decision to take such action 

will benefit the debtor's estate and is an exercise of sound business judgment.” In re MF Glob. Holdings 

Ltd., 466 B.R. 239, 242 (Bankr. S.D.N.Y. 2012); see also Durkin v. Benedor Corp. (In re G.I. Indus., 

Inc.), 204 F.3d 1276, 1282 (9th Cir., 2000); In re Miller, No. 15-61159-12, 2016 WL 1316763, at *4 

(Bankr. D. Mont. Apr. 1, 2016). 

The “business judgment” standard is not a strict standard; it requires only a showing that 

either assumption or rejection of the executory contract will benefit the debtor’s estate. See Bakery, 

Confectionary & Tobacco Workers Int’l Union v. Kirkpatrick (In re Kirkpatrick), 34 B.R. 767, 769 

(B.A.P. 9th Cir. 1983); Pac. Shores Dev. v. At Home Corp. (In re At Home Corp.), 292 B.R. 195, 199 

(N.D. Cal. 2003), aff'd, 392 F.3d 1064 (9th Cir. 2004) (“Bankruptcy courts generally approve rejection 

if the debtor demonstrates that the rejection will benefit the estate under a ‘business judgment’ test.”); 

In re Am. Suzuki Motor Corp., 494 B.R. 466, 475 n.4 (Bankr. C.D. Cal. 2013). Furthermore, “[c]ourts 

generally will not second-guess a debtor's business judgment concerning whether the assumption or 

rejection of an executory contract or unexpired lease would benefit the debtor's estate.” In re MF Glob. 

Holdings Ltd., 466 B.R. at 242; In re Miller, 2016 WL 1316763, at *4 (“Although the business judgment 

is the proper standard for determining whether to permit assumption or rejection of an executory contract 

or unexpired lease, the court should focus on the business judgment of the trustee or debtor in possession, 

not on its own business judgment.”). The Court should “presume that the debtor-in-possession acted 

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prudently, on an informed basis, in good faith, and in the honest belief that the action taken was in the 

best interests of the bankruptcy estate.” Agarwal v. Pomona Valley Med. Grp., Inc. (In re Pomona Valley 

Med. Grp., Inc.), 476 F.3d 665, 670 (9th Cir. 2007) (in the context of a motion to reject under section 

365(a)). Only a decision which is “so manifestly unreasonable that it could not be based on sound 

business judgment, but only on bad faith, or whim or caprice” falls foul of the rule. Id. 

The Utility’s assumption of the EP Agreements, as amended, represents a valid exercise 

of the Utility’s business judgment and will benefit the Utility’s estate. Energy procurement is a critical 

aspect of the Utility’s business operations. The Utility is undertaking a careful and thorough review of 

its portfolio of EP Agreements and has determined that the terms of the EP Agreements, as amended, 

are reasonable under the circumstances and that maintaining the ongoing, mutually beneficial 

relationships with the EP Counterparties is in the best interests of the Utility and its estate. Additionally, 

the EP Agreements ensure that the Utility will continue to have sources of power generated by renewable 

energy and battery storage capacity, enabling the Utility to comply with the California Renewables 

Portfolio Standard Program, energy storage compliance requirements, and other related procurement 

requirements, as required by sections 3291(b)(1)(D) and 3292(b)(1)(D) of the California Public Utilities 

Code, as recently amended by Assembly Bill 1054. 

Moreover, as discussed above and in the Monardi Declaration, the Utility has negotiated 

considerable discounts to the contract prices under the EP Agreements. The Utility estimates that the 

nominal value of the aggregate savings achieved pursuant to the EP Amendments is approximately $20 

million over the collective life of the EP Agreements. Moreover, the Utility has determined that the 

savings obtained through the discounted contract price far outweighs the milestone extensions that the 

Utility is granting to the EP Counterparties under the EP Amendments. Such extensions necessarily 

arose from the Utility’s commencement of the Chapter 11 Cases and the resulting difficulty for the EP 

Counterparties to obtain the requisite financing to complete the underlying projects. Finally, as discussed 

above, the assumption of the EP Agreements will not result in any incremental costs to the Debtors’ 

estates because no cure amounts are owed by the Utility to assume the EP Agreements. 

As set forth above, assumption of each of the EP Agreements, as amended pursuant to 

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the applicable EP Amendment, shall be subject to, and conditioned upon, among other things, the Utility 

obtaining CPUC approval of each of the EP Amendments as provided therein (“CPUC Approval”). In 

the event CPUC Approval is not timely obtained with respect to any EP Amendment (which milestone 

or deadline may be modified or amended as provided in the applicable EP Amendment), (i) the Utility 

shall file a notice with the Bankruptcy Court indicating that CPUC Approval has not been obtained with 

respect to the specific EP Agreement and EP Amendment, and (ii) assumption of the applicable EP 

Agreement shall be null and void with all of the applicable parties’ respective rights reserved. 

Accordingly, for the reasons set forth herein, the Utility respectfully submits that the 

assumption of the EP Agreements, as amended, is a valid exercise of the Utility’s business judgment and 

should be approved. 

V. REQUIREMENTS OF BANKRUPTCY RULE 6006 

The Utility requests authorization pursuant to Bankruptcy Rule 6006(e) to file this Motion 

as an omnibus motion to assume the EP Agreements. As outlined above, the EP Agreements are all 

energy procurement agreements providing for the purchase or storage of electric power, and the 

circumstances of, and reason for their assumption are similar. Accordingly, the Utility believes there is 

ample cause for an order permitting this Motion to be heard as an omnibus motion to avoid the Utility’s 

estate bearing the cost of five (5), separate motions to assume each EP Agreement. There is no detriment 

to any party in interest in having the Motion heard as an omnibus motion. 

VI. NOTICE 

Notice of this Motion will be provided to (i) the Office of the United States Trustee for 

Region 17 (Attn: Andrew Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to the Tort Claimants Committee; (iv) the Securities and Exchange 

Commission; (v) the Internal Revenue Service; (vi) the Office of the California Attorney General; (vii) 

the California Public Utilities Commission; (viii) the Nuclear Regulatory Commission; (ix) the Federal 

Energy Regulatory Commission; (x) the Office of the United States Attorney for the Northern District 

of California; (xi) counsel for the agent under the Debtors’ debtor in possession financing facility; (xii) 

the EP Counterparties; and (xiii) those persons who have formally appeared in these Chapter 11 Cases 

Case: 19-30088 Doc# 3345 Filed: 07/31/19 Entered: 07/31/19 18:46:03 Page 13

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

and requested service pursuant to Bankruptcy Rule 2002. The Utility respectfully submits that no further 

notice is required. 

No previous request for the relief sought herein in respect to the EP Agreements has been 

made by the Utility to this or any other court. 

WHEREFORE the Utility respectfully request entry of an order granting (i) the relief 

requested herein as a sound exercise of the Utility’s business judgment and in the best interests of its 

estate, creditors, shareholders, and all other parties in interest, and (ii) such other and further relief as the 

Court may deem just and appropriate. 

Dated: July 31, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Stephen Karotkin__________________ 

 Stephen Karotkin 

Attorneys for Debtors 

and Debtors in Possession 

 

Case: 19-30088 Doc# 3345 Filed: 07/31/19 Entered: 07/31/19 18:46:03 Page 14

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