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

WEIL, GOTSHAL & MANGES LLP

Stephen Karotkin (pro hac vice) 

(stephen.karotkin@weil.com) 

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

(ray.schrock@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

767 Fifth Avenue 

New York, NY 10153-0119 

Tel: 212 310 8000 

Fax: 212 310 8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: 415 496 6723 

Fax: 650 636 9251 

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.: 977 

STIPULATION BETWEEN THE 

DEBTORS AND ESVOLTA, LP TO 

PERMIT TERMINATION OF ENERGY 

STORAGE RESOURCE ADEQUACY 

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# 1367 Filed: 04/12/19 Entered: 04/12/19 15:47:49 Page 1 of

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28 -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 esVolta, LP 

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

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

Storage Resource Adequacy Agreement (the “Agreement”) between Hummingbird Energy 

Storage, LLC (“Hummingbird” and, together with esVolta, the “esVolta Parties”), a whollyowned subsidiary of esVolta, 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 March 20, 2019, esVolta filed a Motion and Memorandum of esVolta, 

LP for Entry of an Order Confirming Safe Harbor Protection Under 11 U.S.C. §§ 362(b)(6) and 

556 (together with the Declaration filed in support thereof, and an accompanying Motion to File 

Under Seal, the “Safe Harbor Motion”) [Dkt Nos. 974, 977, and 979] 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 esVolta to exercise its contractual rights to terminate the 

Agreement without obtaining relief from the automatic stay; 

C. The Utility has raised with esVolta 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# 1367 Filed: 04/12/19 Entered: 04/12/19 15:47:49 Page 2 of

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28 -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) the esVolta Parties to exercise their contractual rights to terminate the Agreement 

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

time in which the esVolta Parties 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 the esVolta Parties’ 

exercise of their 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 the esVolta Parties 

may assert for the return and release of any collateral they have pledged (or will pledge at any time 

hereafter) with respect to the Agreement and, provided further, that this paragraph 3 shall no longer 

be effective in the event that the Debtors choose to assume the Agreement pursuant to section 365 of 

the Bankruptcy Code. 

4. Within three (3) Business Days of the Approval Date, the esVolta Parties 

shall withdraw the Safe Harbor Motion, with prejudice. 

5. This Stipulation 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. 

Case: 19-30088 Doc# 1367 Filed: 04/12/19 Entered: 04/12/19 15:47:49 Page 3 of

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28 -4-

6. 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. 

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

controversies arising from this Stipulation. 

DATED: April 12, 2019 

 HOGAN LOVELLS US LLP 

 _/s/ Erin N. Brady_________________________ 

Erin N. Brady (CA 215038) 

Attorneys for Party in Interest 

 esVolta, LP

DATED: April 12, 2019 

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

____/s/ Thomas B. Rupp________________________________ 

Thomas B. Rupp 

Attorneys for Debtors 

and Debtors in Possession 

Case: 19-30088 Doc# 1367 Filed: 04/12/19 Entered: 04/12/19 15:47:49 Page 4 of

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