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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) 

Theodore Tsekerides (pro hac vice) 

(theodore.tsekerides@weil.com) 

Jessica Liou (pro hac vice) 

(jessica.liou@weil.com) 

Matthew Goren (pro hac vice) 

(matthew.goren@weil.com) 

New York, NY 10153-0119 

Tel: (212) 310-8000 

Fax: (212) 310-8007 

KELLER & BENVENUTTI LLP 

Tobias S. Keller (#151445) 

(tkeller@kellerbenvenutti.com) 

Peter J. Benvenutti (#60566) 

(pbenvenutti@kellerbenvenutti.com) 

Jane Kim (#298192) 

(jkim@kellerbenvenutti.com) 

650 California Street, Suite 1900 

San Francisco, CA 94108 

Tel: (415) 496-6723 

Fax: (415) 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 - 

Bankruptcy Case

No. 19-30088 (DM) 

Chapter 11 

(Lead Case) (Jointly Administered) 

STIPULATION BETWEEN DEBTOR 

PACIFIC GAS AND ELECTRIC 

COMPANY AND HENRIETTA D 

ENERGY STORAGE LLC FOR LIMITED 

RELIEF FROM THE AUTOMATIC STAY

[Relates to Dkt. Nos. 4850-4852] 

[No Hearing Requested] 

[Resolving Motion Now Set for Hearing 

January 14, 2020 at 10:00 am (PST)] 

PACIFIC GAS AND ELECTRIC 

COMPANY, 

 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# 5339 Filed: 01/10/20 Entered: 01/10/20 12:47:20 Page 1 of

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

This stipulation (the “Stipulation”) is entered into by and between Pacific Gas and Electric 

Company (the “Utility” or the “Debtor”), as debtor and debtor in possession, on the one hand, and 

Henrietta D Energy Storage LLC (“Henrietta”) on the other. The Utility and Henrietta are referred 

to in this Stipulation collectively as the “Parties,” and each as a “Party.” The Parties hereby 

stipulate and agree as follows: 

RECITALS 

A. The Utility and its parent, PG&E Corporation (collectively the “Debtors”), filed 

these Chapter 11 Cases on January 29, 2019 (the “Petition Date”). 

B. On October 21, 2019, Henrietta filed a proof of claim, seeking not less than 

$1,156,904 in damages as of the Petition Date [Claim No. 79294] (the “Henrietta Proof of 

Claim”). 

C. On November 22, 2019, Henrietta filed the Motion of Henrietta D Energy Storage 

LLC for Entry of an Order Modifying the Automatic Stay to Permit Contract Termination [Dkt. 

4850] (the “Motion”). 

D. Through the Motion, Henrietta seeks relief from the automatic stay to terminate an 

Energy Storage Agreement, dated November 4, 2015, by and between Henrietta and the Utility 

(the “ESA”). 

E. The Utility disputes whether, under the terms of the ESA, Henrietta is entitled to 

terminate the ESA. 

F. Nevertheless, the Utility agrees to modify the automatic stay for the limited purpose 

of allowing Henrietta to serve upon the Utility a notice of termination in accordance with the terms 

of the ESA. 

G. The Parties further agree that, effective upon entry of an order approving the 

Stipulation: (1) the Motion provides sufficient notice of Henrietta’s contention that the Utility has 

violated the ESA, (2) the Motion provides sufficient notice of Henrietta’s intent to terminate the 

ESA, (3) the Utility waives further notice requirements and cure periods under the ESA related 

Case: 19-30088 Doc# 5339 Filed: 01/10/20 Entered: 01/10/20 12:47:20 Page 2 of

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thereto; and (4) to resolve this dispute through the dispute resolution processes specified in Article 

22 of the ESA. 

H. The outcome of the dispute resolution processes specified in Article 22 of the ESA 

will be binding on both Parties. Any dollar amount awarded to Henrietta through these dispute 

resolution processes will determine the allowed amount of the Henrietta Proof of Claim. 

 NOW, THEREFORE, IT HEREBY IS 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 be effective upon entry of an order by this Court approving 

it, which shall resolve the Motion. 

2. The hearing on the Motion currently set for January 14, 2020, shall be taken off 

calendar. 

3. The automatic stay shall immediately be modified solely as follows: 

a. To permit Henrietta to serve upon the Utility a notice of termination of the 

ESA; and 

b. To require the Parties to resolve the dispute in accordance with the dispute 

resolution processes articulated in Article 22 of the ESA. 

4. The automatic stay shall remain in place for all other purposes. Nothing in this 

stipulation shall permit Henrietta to enforce against the Utility, its estate, or its property any 

judgment it may obtain in its favor. 

5. The Parties stipulate that the outcome of the dispute resolution processes articulated 

in Article 22 of the ESA will be binding on both Parties. If the outcome results from a settlement, 

that settlement shall be subject to approval under the terms of the Order Pursuant to 11 U.S.C. §§ 

363(b) and 105(a) and Fed. R. Bankr. P. 9019 Authorizing the Debtors to Establish Procedures to 

Case: 19-30088 Doc# 5339 Filed: 01/10/20 Entered: 01/10/20 12:47:20 Page 3 of

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Settle and Compromise Certain Claims and Causes of Action, entered September 10, 2019, as 

Docket No. 3855 in case no. 19-30088, 

6. The Parties stipulate that any monetary award obtained by Henrietta will supersede 

the Henrietta Proof of Claim, which shall be deemed amended and allowed as an unsecured, nonpriority claim in the amount of such award, if any. 

7. Except as stated in Recital G, nothing in this stipulation shall be deemed to 

diminish, modify, or alter in any way either Party’s rights or arguments in the dispute resolution 

process. 

Dated: January 10, 2020 Dated: January 10, 2020

WEIL, GOTSHAL & MANGES LLP 

KELLER & BENVENUTTI LLP 

MORGAN, LEWIS & BOCKIUS LLP 

/s/ Peter J. Benvenutti /s/ William D. Kissinger

Peter J. Benvenutti

Attorneys for Debtor 

and Debtor in Possession

William D. Kissinger

Attorneys for Henrietta D Energy Storage 

LLC 

Case: 19-30088 Doc# 5339 Filed: 01/10/20 Entered: 01/10/20 12:47:20 Page 4 of

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