1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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) 

SUPPLEMENTAL APPLICATION PURSUANT 

TO 11 U.S.C. §§ 327(a) AND 328(a) AND FED. R. 

BANKR. P. 2014(a) AND 2016 FOR AN ORDER 

AMENDING THE SCOPE OF THE RETENTION 

OF PRICEWATERHOUSECOOPERS LLP 

AS MANAGEMENT, TAX, AND ADVISORY 

CONSULTANTS TO THE DEBTORS NUNC 

PRO TUNC TO PETITION DATE 

[No Hearing 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# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 1 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

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 above-captioned 

chapter 11 cases (the “Chapter 11 Cases”), hereby submit this Supplemental Application (the 

“Supplemental Application”), pursuant to sections 327(a) and 328(a) of title 11 of the United States 

Code (the “Bankruptcy Code”) and Rules 2014(a) and 2016 of the Federal Rules of Bankruptcy 

Procedure (the “Bankruptcy Rules”), for entry of an order amending the scope of the Debtors’ retention 

of PricewaterhouseCoopers LLP (“PwC”) as management, tax, and advisory consultants for the Debtors 

effective as of the Petition Date (as defined below). 

In support of this Supplemental Application, the Debtors submit the Supplemental Declaration 

of Daniel Bowman, a principal of PwC (the “Supplemental Bowman Declaration”), filed concurrently 

herewith. A proposed form of order approving the amended scope of the retention and employment of 

PwC is annexed hereto as Exhibit A (the “Proposed Order”). 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 2 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

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 Rule 5011-1(a) of the Bankruptcy Local Rules for the United States District Court for the 

Northern District of California (the “Bankruptcy Local Rules”). 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”). 

On May 1, 2019, the Debtors filed the Application Pursuant to 11 U.S.C. §§ 327(a) and 328(a) 

and Fed. R. Bankr. P. 2014(a) and 2016 for Authority to Retain and Employ PricewaterhouseCoopers 

LLP as Management, Tax, and Advisory Consultants to the Debtors Nunc Pro Tunc to Petition Date 

[Docket No. 1791] (the “Initial Application”).1 The Initial Application sought the entry of an order 

authorizing the Debtors to retain PwC as management, tax, and advisory consultants for the Debtors 

1

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

the Initial Application. 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 3 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

effective as of the Petition Date in accordance with the terms and conditions set forth in the MSA and 

Engagement Letters (each as defined below and, together, the “Original Engagements”). On May 24, 

2019, the Court entered an order approving the retention of PwC [Docket No. 2230] (the “Initial 

Retention Order”). 

As described in greater detail in the Supplemental Bowman Declaration, following the Petition 

Date, the terms of certain of the Original Engagements expired but the Debtors requested that PwC 

(a) continue work under the terms of certain expired Original Engagements and (b) undertake several 

entirely new projects in connection with the Chapter 11 Cases that were consistent with PwC’s core 

capabilities and expertise (collectively, the “Supplemental Engagements”). The Debtors submit this 

Supplemental Application for entry of an order authorizing the Debtors to retain PwC to provide services 

in accordance with the terms of the Supplemental Engagements, described below. 

III. SCOPE OF SUPPLEMENTAL ENGAGEMENTS 

Pursuant to the terms and conditions of the Supplemental Engagements, the Debtors seek to retain 

PwC to provide, among other things, the following continued and supplemental management, tax, and 

advisory services, as requested by the Debtors (the “Supplemental Services”) as summarized herein.2 

The Supplemental Service are consistent with the scope of services approved in the Initial Retention 

Order, but in some cases include changes to the term and compensation contemplated in the Original 

Engagements. 

Services Provided Pursuant to the MSA. Pursuant to the terms and conditions of that certain 

Master Services Agreement, dated as of January 17, 2017, by and between the Debtors and PwC, as 

amended June 3, 2019, (the “Master Services Agreement Amendment,” attached to the Supplemental 

Bowman Declaration as Exhibit 1), PwC continues to provide management and advisory services to the 

Debtors, to the extent expressly required by and as more particularly described in the applicable 

2

 The summary of the Supplemental Engagements included in this Application is provided for purposes 

of convenience only and is qualified in its entirety by reference to the Supplemental Engagements. To 

the extent that this Application and the terms of a particular Supplemental Engagement are inconsistent, 

the terms of the Supplemental Engagement shall control. Contemporaneously herewith, the Debtors 

have filed a motion seeking to redact certain aspects of the underlying contracts to protect their 

confidential nature. Unredacted copies of the contracts will be furnished to the Court according to the 

procedures for electronically filing sealed and redacted documents. 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 4 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

agreements. The Master Services Agreement Amendment includes eight expanded contracts and eight 

new contracts related thereto (the “Supplemental MSA Contracts”) (such Supplemental MSA 

Contracts, collectively with the Master Services Agreement, and the Master Services Agreement 

Amendment, the “MSA”), which are summarized below attached to the Supplemental Bowman 

Declaration as Exhibits 1-A through 1-U. 

Extensions of Original Engagements under the MSA 

Agreement/Services Extension Compensation 

“North Bay Services” 

(Exhibits 1-A, 1-B and 1-C 

to the Supplemental Bowman 

Declaration) 

Change Order 10: Extended 

through June 30, 2019; 

Change Order 11: Extended 

through September 30, 2019; 

Change Order 12: Extended 

through December 31, 2019

Fixed-Fee: 

Change Order 10: $1,545,000 

Change Order 11: $976,300 

Change Order 12: $1,138,000 

“Camp Fire Services” 

(Exhibits 1-D, 1-E and 1-F

to the Supplemental Bowman 

Declaration) 

Change Order 1: Extended 

through June 30, 2019; 

Change Order 2: Extended 

through September 30, 2019 

Change Order 3: Extended 

through December 31, 2019

Fixed-Fee: 

Change Order 1: $2,065,000 

Change Order 2: $1,548,100 

Change Order 3: $995,000 

“IT Implementation Services” 

(Exhibit 1-G to the 

Supplemental Bowman 

Declaration)

Change Order 1: Extended 

through April 26, 2019 

Fixed-Fee: 

Change Order 1: $90,000 

“E-Discovery Services” 

(Exhibits 1-H and 1-I to the 

Supplemental Bowman 

Declaration)

Extended through Increased 

Contract Value (Max 

$750,000) 

Hourly Fee 

“Rate Case Support Services” 

(Exhibit 1-J to the 

Supplemental Bowman 

Declaration)

Extended through Increased 

Contract Value (Max 

$500,000) 

Hourly Fee 

New Engagements under the MSA 

Agreement/Services Description Compensation 

“Rule 21 Readiness 

Services” (Exhibit 1-K

to the Supplemental 

Bowman Declaration) 

Assist the Debtors in assessments of their 

compliance with Rule 21 of the California Public 

Utilities Commission (“CPUC Rule 21”), 

including but not limited to: readiness 

assessment and roadmap. 

Fixed-Fee: 

$98,000 

“Rule 21 Pilot Testing 

Services” (Exhibit 1-L

Assist the Debtors in pilot assessment of their 

compliance with CPUC Rule 21, including, but 

not limited to: reviews of the compliance 

Fixed-Fee: 

$98,000 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 5 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

to the Supplemental 

Bowman Declaration) 

program elements, analyzing documentation, 

drafting results of assessment, and supporting 

the Debtors compliance with CPUC Rule 21.

“Legal Observation 

Support Services” 

(Exhibit 1-M and 1-N 

to the Supplemental 

Bowman Declaration) 

Perform observations of data from third party 

vendors’ e-discovery process and provide 

observations and project management 

supplemental support regarding the Debtors’ 

vendors’ compliance, including, but not limited 

to: reviews of the underlying contractual 

requirements, perform interviews, observe work 

processes, and documenting observations related 

to the third party vendors for the Debtors’ 

consideration.

Fixed-Fee: 

$430,000 

Change Order 1: 

$390,000 

“WDT Support 

Services” (Exhibit 1-O

to the Supplemental 

Bowman Declaration) 

Assist the Debtors in response to compliance 

assessments with the Federal Energy Regulatory 

Commission Wholesale Distribution Tariff 

(“WDT”), including but not limited to: training 

and assist in the development of interim controls 

tracking dashboard.

Fixed-Fee: 

$58,000 

“PSPS Program 

Support Services” 

(Exhibit 1-P to the 

Supplemental Bowman 

Declaration) 

Assist the Debtors with their approach and 

response reporting processes related to the 

Community Wildfire Safety Program through 

the Public Safety Power Shutoff (“PSPS”) 

program, including but not limited to: process 

development of the program, documentation and 

training, and execution of the PSPS program.

Fixed-Fee: 

$1,750,000 

“Cybersecurity 

Assessment Services” 

(Exhibit 1-Q to the 

Supplemental Bowman 

Declaration) 

Assist the Debtors with their approach and 

assessment of the organization of the Debtors’ 

Chief Security Officer organization (the 

“CSO”), cybersecurity division, including but 

not limited to: recommendations regarding 

preliminary organization, governance, and 

operating model recommendations within the 

PG&E CSO organization.

Fixed-Fee: 

$867,400 

“EBO Reorganization 

Support Services” 

(Exhibit 1-R to the 

Supplemental Bowman 

Declaration) 

Assist the Debtors with their reorganization 

effort and coordinate all aspects relating to the 

Electric Business Operations (“EBO”), 

including, organizational design, governance 

model, reporting and program management 

support activities.

Fixed-Fee: 

$625,000 

“MetricStream 

Implementation 

Services” (Exhibit 1-S

to the Supplemental 

Bowman Declaration)

Assist the Debtors with the implementation of a 

Governance Risk and Compliance (“GRC”) 

software platform, including but not limited to: 

supporting procedures, job aids, training 

materials and user guides.

Fixed Fee: 

$95,000 

“EO MPP Org Standup 

Support Services” 

(Exhibit 1-T to the 

Assist the Debtors with the Major Projects and 

Programs (“MPP”) organization stand-up 

support including aligning on 200 workplan 

Fixed-Fee: 

$950,000 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 6 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

Supplemental Bowman 

Declaration)

execution, establishing execution governance 

and controls and benchmarking leading practices 

within utility and other capital-intensive 

industries.

“WMP Support 

Services” (Exhibit 1-U

to the Supplemental 

Bowman Declaration) 

Assist the Debtors in the assessment of the 

design roadmap to track and manage compliance 

of its Wildfire Mitigation Plan (“WMP”), 

including, but not limited to: development of 

roadmap, and documentation of compliance 

items and timeline for completion.

Hourly Fee 

 Supplemental Bankruptcy Accounting Advisory Services. Pursuant to the terms and conditions 

of that certain Bankruptcy Accounting Advisory Services Engagement Letter (previously attached to the 

Bowman Declaration [Docket No. 1792, Exhibit 4] and included in the Initial Application), the Debtors 

and PwC have amended the terms of services provided under Bankruptcy Accounting Services 

Engagement Letter, attached as Exhibit 2 to the Supplemental Bowman Declaration. The terms of 

bankruptcy accounting advisory services have been amended to continue the project through December 

31, 2019 and increase the capped contract value from $99,000 to $500,000. Otherwise, the scope of 

services to be provided remains the same as approved in the Initial Retention Order. 

Regulatory Inquiry Assistance Services. Pursuant to the terms and conditions of that certain 

engagement letter dated as of April 12, 2019, by and between the Debtors and PwC (the “Regulatory 

Inquiry Assistance Engagement Letter”), attached as Exhibit 3 to the Supplemental Bowman 

Declaration. PwC will assist the Debtors and their counsel in response to regulatory inquiries, including 

but not limited to: providing observations and advisory services at the direction of the Debtors’ counsel 

(the “Regulatory Inquiry Assistance Services”). 

Tax Research & Development Tax Credit Services. Pursuant to the terms and conditions of that 

certain engagement letter dated as of July 31, 2019, by and between the Debtors and PwC (the “Tax 

R&D Tax Credit Engagement Letter”, together with the Bankruptcy Accounting Advisory Services, 

the Regulatory Inquiry Assistance Engagement Letter, the “Engagement Letters”), attached to the 

Supplemental Bowman Declaration as Exhibit 4. PwC will assist the review of the Debtors’ Credits for 

Increasing Research Activities under Internal Revenue Code Section 41 and research tax credits under 

applicable U.S. and state authorities, including but not limited to: computation of the research credits 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 7 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

and presentation of the results to Debtors’ management (the “Tax R&D Tax Credit Services”). Based 

upon an estimated number of hours and a discount of rates, the Debtors and PwC have agreed to a fixed 

fee of $325,000. 

IV. PROFESSIONAL COMPENSATION 

 As set forth in the Supplemental Bowman Declaration, PwC will apply to the Court for 

allowances and reimbursement of expenses in accordance with the applicable provisions of the 

Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local Rules, the United States Bankruptcy 

Court Northern District of California Guidelines for Compensation and Expense Reimbursement of 

Professionals and Trustees, effective February 19, 2014 (the “Local Guidelines”), the U.S. Trustee 

Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 

11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. 

Trustee Guidelines,” and together with the Local Guidelines, the “Fee Guidelines”), the Order 

Pursuant to 11 U.S.C. §§ 331 and 105(a) and Fed. R. Bankr. P. 2016 for Authority to Establish 

Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 

701], and any further Orders of the Court in these Chapter 11 Cases regarding professional compensation 

and reimbursement of expenses (the “Orders”). 

 Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Bankruptcy Local 

Rules, the Fee Guidelines, and the Orders, the Debtors propose to compensate PwC as contemplated in 

the Supplemental Engagements on either an hourly or fixed-fee basis, as designated above. The 

proposed compensation arrangements for the Supplemental Engagements are as follows: 

A. Fixed-Fee Engagements. 

 The Debtors and PwC have agreed to fixed-fee compensation for several of the MSA Contracts, 

as set forth in the tables above. The fixed-fee estimates are based on the time required by the individuals 

assigned to the Debtors’ engagements. In addition, the fee estimates are based on the assumption that 

the Debtors will provide certain information and assistance to PwC. 

B. Hourly Fee Engagements. 

 The hourly rates set forth below are PwC’s applicable hourly rates for the work of its 

professionals and staff members for certain of the engagements set forth in the applicable MSA Contracts 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 8 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

and Engagement Letters. These hourly rates reflect PwC’s normal and customary billing practices for 

engagements of this complexity and magnitude. PwC’s hourly rates are subject to periodic adjustment 

from time to time in accordance with PwC’s established billing practices and procedures. PwC will 

provide reasonable notice of any changes to its hourly rates to the Debtors and the U.S. Trustee. 

Billing 

Category 

E-Discovery 

Services3

Rate Case 

Support 

Services 

WMP 

Support 

Services 

Regulatory 

Inquiry 

Assistance 

Services 

Partner / 

Principal

$499 $500 $500 $780 - $909

Managing 

Director

n/a n/a n/a n/a

Director/

Senior Manager

$404 $395 $395 $650 - $776

Manager $329 $345 $345 $445 - $650

Senior 

Associate/Staff

$267 $260 $260 $348 - $497

Associate $172 $100 n/a $287 - $433

Administrative n/a n/a n/a n/a

C. Expenses. Additionally, PwC will invoice the Debtors for its reasonable out-of-pocket expenses 

charged during these Chapter 11 Cases, which include, among other things, telephone and other charges, 

mail and express mail charges, travel expenses, expenses for “working meals” and computerized 

research, applicable sales, use or value added tax, as well as non-ordinary costs such as secretarial and 

other overtime. 

 The Debtors respectfully submit that PwC’s rates and policies stated in the Bowman Declaration 

(and as previously approved by the Bankruptcy Court), and stated in the Supplemental Bowman 

Declaration are reasonable, particularly given the nature of these Chapter 11 Cases. 

V. INDEMNIFICATION 

 As part of the overall compensation payable to PwC under the terms of certain of the MSA 

Contracts and Engagement Letters, the Debtors have agreed to certain indemnification obligations as 

described in such MSA Contracts and Engagement Letters. The terms of the MSA and Engagement 

3

 PwC’s rates for these services are not different from those disclosed in the Bowman Declaration. 

However, pursuant to the change orders that were executed as part of the Supplemental Engagements, 

the Debtors agreed to raise the cap that was associated with the provision of these services in light of an 

increased scope of work. The disclosures made herein are intended to disclose such increases. 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 9 of

11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

Letters and the indemnification provisions contained therein were fully negotiated in good faith and at 

arm’s length. 

VI. NO DUPLICATION OF SERVICES 

 The Debtors intend that the services of PwC will complement, and not duplicate, the services 

being rendered by other professionals retained in these Chapter 11 Cases. PwC understands that the 

Debtors have retained and may retain additional professionals during the term of the engagement. The 

Debtors retained KPMG LLP for certain information technology, risk, and legal support services and 

Deloitte & Touche LLP as the Debtors’ independent auditor of their financial statements. PwC has been 

and will be providing distinct management, tax, and advisory services and will work cooperatively with 

such professionals to integrate any respective work conducted by the professionals on behalf of the 

Debtors. 

VII. NOTICE 

Notice of this Application will be provided to (i) the Office of the U.S. Trustee for Region 17 

(Attn: Andrew R. Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors Committee; (iii) 

counsel to 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; and (xii) those persons 

who have formally appeared in these Chapter 11 Cases and requested service pursuant to Bankruptcy 

Rule 2002. The Debtors respectfully submit that no further notice is required. 

No previous request for the relief sought herein has been made by the Debtors to this or any other 

Court. 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 10

of 11
1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

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

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

herein as a sound exercise of the Debtors’ business judgment and in the best interests of their estates, 

creditors, shareholders, and all other parties interests, and (ii) such other and further relief as the Court 

may deem just and appropriate. 

Dated: November 7, 2019 

 WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

By: /s/ Thomas B. Rupp 

 Thomas B. Rupp 

Attorneys for Debtors 

and Debtors in Possession 

Case: 19-30088 Doc# 4601 Filed: 11/07/19 Entered: 11/07/19 19:05:46 Page 11

of 11