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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,

Case No. 19-30088 (DM)

Chapter 11 

(Lead Case) (Jointly Administered) 

REQUEST FOR ENTRY OF ORDER BY 

DEFAULT ON DISCOUNTED EP 

ASSUMPTION MOTION 

[Re: Dkt No. 3345] 

Date: August 28, 2019 

Time: 9:30 a.m. (Pacific Time) 

Place: United States Bankruptcy Court 

 Courtroom 17, 16th Floor 

 San Francisco, CA 94102 

Objection Deadline: August 14, 2019 

 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). 

Case: 19-30088 Doc# 3658 Filed: 08/22/19 Entered: 08/22/19 12:45:32 Page 1 of

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

REQUEST FOR ENTRY OF ORDER BY DEFAULT 

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 request, pursuant to Rule 9014-1(b)(4) of 

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

as made applicable to these Chapter 11 Cases by the Second Amended Order Implementing Certain 

Notice and Case Management Procedures entered on May 14, 2019 [Dkt No. 1996] (“Case 

Management Order”), that the Court enter an order by default on the 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 [Dkt No. 3345] (the “Motion”).1

RELIEF REQUESTED IN THE MOTION 

The Motion seeks entry of an order approving the Utility’s assumption of each of the 

EP Agreements, each as amended pursuant to the applicable EP Amendment. The assumption of each 

EP Agreement is subject to, and conditioned upon, the Utility obtaining CPUC Approval of the 

applicable EP Amendment. If CPUC Approval is not timely obtained, the Utility shall (i) file a notice 

with 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. 

Following the filing of the Motion, the Utility identified two further agreements that 

amended the Hummingbird ESA. Copies of these amendments were provided to the Committees and 

the U.S. Trustee. A revised form of proposed order (the “Revised Proposed Order”) updating the 

description of the Hummingbird ESA attached hereto as Exhibit A. A redline comparison of the 

Original Proposed Order and the Revised Proposed Order is attached hereto as Exhibit B. Counsel for 

Hummingbird has confirmed they have no objection to this amendment to the Revised Proposed Order. 

1

 Capitalized terms used but not otherwise herein defined shall have the meanings ascribed to such 

terms in the Motion. 

Case: 19-30088 Doc# 3658 Filed: 08/22/19 Entered: 08/22/19 12:45:32 Page 2 of

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

NOTICE AND SERVICE 

A Notice of Hearing on 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”) was filed 

concurrently with the Motion on July 31, 2019 [Dkt. No. 3347] (the “Notice of Hearing”). The Motion, 

the supporting declaration of Marino Monardi, and the Notice of Hearing were served as described in 

the Certificate of Service of Alain B. Francoeur filed on August 5, 2019 [Dkt. No. 3378]. The deadline 

to file responses or oppositions to the Motion has passed, and no oppositions have been filed with the 

Court or received by counsel for the Debtors. 

DECLARATION OF NO RESPONSE RECEIVED 

The undersigned hereby declares, pursuant to 28 U.S.C. § 1746, under penalty of perjury, 

that: 

1. I am an attorney with the firm of Keller & Benvenutti LLP, co-counsel for the 

Debtors. 

2. I have reviewed the Court’s docket in the Chapter 11 Cases and have determined 

that no response or opposition has been filed with respect to the Motion. 

3. This declaration was executed in San Francisco, California. 

WHEREFORE, the Debtors hereby request entry of the proposed order attached to the 

Motion as Exhibit A, granting the Motion as set forth therein. 

Dated: August 22, 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# 3658 Filed: 08/22/19 Entered: 08/22/19 12:45:32 Page 3 of

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