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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. 

(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.: 3194 

STIPULATION BETWEEN THE 

DEBTORS AND WILLOW SPRINGS 

SOLAR 3, LLC TO PERMIT 

TERMINATION OF POWER 

PURCHASE 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# 3383 Filed: 08/06/19 Entered: 08/06/19 13:39:58 Page 1 of

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

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 First Solar, 

Inc. (“First Solar”), 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 

Power Purchase Agreement (the “Agreement”), dated as of July 5, 2018, between Willow 

Springs Solar 3, LLC (“Willow Springs 3”), a wholly-owned subsidiary of First Solar, 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 July 25, 2019, First Solar filed that certain Motion and Memorandum of 

First Solar, Inc. for Entry of an Order Confirming Safe Harbor Protection under 11 U.S.C. §§ 

362(b)(6) and 556 [Docket No. 3194] (together with the accompanying motion to seal, 

collectively, the “Safe Harbor Motion”), 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 Willow Springs 3 to exercise its contractual rights to terminate the Agreement without 

obtaining relief from the automatic stay. 

C. The Utility has raised with First Solar 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# 3383 Filed: 08/06/19 Entered: 08/06/19 13:39:58 Page 2 of

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

 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) Willow Springs 3 to exercise its contractual right to terminate the Agreement in 

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

Notwithstanding anything in the Agreement to the contrary, Willow Springs 3 shall provide 

notice of the exercise of any contractual right to terminate under the Agreement within thirty (30) 

calendar days of 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 Willow 

Springs 3’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 Willow 

Springs 3 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, First Solar 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# 3383 Filed: 08/06/19 Entered: 08/06/19 13:39:58 Page 3 of

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

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: August 6. 2019 

WINSTON & STRAWN LLP 

 /s/ David Neier 

David Neier 

Attorneys for First Solar, Inc. and 

Willow Springs Solar 3, LLC

DATED: August 6, 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# 3383 Filed: 08/06/19 Entered: 08/06/19 13:39:58 Page 4 of

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