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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1-1

[PROPOSED] Order - Clean

Case: 19-30088 Doc# 3886-1 Filed: 09/12/19 Entered: 09/12/19 16:00:34 Page 1

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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) 

[PROPOSED] ORDER PURSUANT TO 11 

U.S.C § 365(a), FED. R. BANKR. P. 6006, AND 

B.L.R. 6006-1 (I) APPROVING ASSUMPTION 

OF ENVIRONMENTAL AGREEMENTS AND 

(II) GRANTING RELATED RELIEF

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# 3886-1 Filed: 09/12/19 Entered: 09/12/19 16:00:34 Page 2

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

Upon the Motion, dated August 16, 2019 [Docket No. 3581] (the “Motion”),1 of PG&E 

Corporation and Pacific Gas and Electric Company, as debtors and debtors in possession 

(together, “PG&E” or the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 

Cases”), pursuant to section 365(a) of title 11 of the United States Code (the “Bankruptcy Code”), Rule 

6006 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 6006-1 of the 

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

(the “Bankruptcy Local Rules”), for an order (i) approving the Debtors’ assumption of the 

Environmental Agreements with the Owners and (ii) granting related relief, all as more fully set forth in 

the Motion; and this Court having jurisdiction to consider the Motion and the relief requested therein 

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 Bankruptcy Local Rule 5011-1(a); and 

consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. 

§ 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and this 

Court having found and determined that notice of the Motion as provided to the parties listed therein is 

reasonable and sufficient, and it appearing that no other or further notice need be provided; and this 

Court having reviewed the Motion, the Wells Declaration, and the Pietrasz Declaration; and this Court 

having determined that the legal and factual bases set forth in the Motion establish just cause for the 

relief granted herein; and it appearing that the relief requested in the Motion represents a sound exercise 

of the Debtors’ business judgment and is in the best interests of the Debtors, their estates, creditors, 

shareholders, and all parties in interest; and upon the record of all of the proceedings had before this 

Court and after due deliberation and sufficient cause appearing therefor, 

IT IS HEREBY ORDERED THAT: 

1. The Motion is granted as provided herein. 

2. Pursuant to section 365 of the Bankruptcy Code, the Debtors’ assumption of the 

Environmental Agreements listed in the schedule attached to this Order is hereby approved. 

1

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

in the Motion. 

Case: 19-30088 Doc# 3886-1 Filed: 09/12/19 Entered: 09/12/19 16:00:34 Page 3

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

3. There are no defaults under the Environmental Agreements that require the Debtors to 

cure in accordance with section 365(b)(1) of the Bankruptcy Code. 

4. The Debtors are authorized to execute, deliver, implement, and fully perform any and all 

obligations, instruments, and documents, and to take any and all actions reasonably necessary or 

appropriate to perform under the Environmental Agreements. 

5. Following entry of this Order, the Owners and the Debtors may identify and resolve any 

disputes under the Environmental Agreements, including any existing at the time of filing the Motion, 

in the ordinary course of business in accordance with the terms of the Environmental Agreements, and 

nothing in this Order or the Motion shall prejudice the Debtors’ or the Owners’ rights regarding any such 

disputes. 

6. The Debtors are authorized to file the Motion as an omnibus motion pursuant to 

Bankruptcy Rule 6006(e), and the Motion is in compliance with Bankruptcy Rule 6006(f). 

7. The Debtors are authorized to take all necessary actions to effectuate the relief granted 

pursuant to this Order in accordance with the Motion. 

8. This Court retains exclusive jurisdiction to hear and determine all matters arising from or 

related to the implementation, interpretation, or enforcement of this Order. 

** END OF ORDER ** 

 

Case: 19-30088 Doc# 3886-1 Filed: 09/12/19 Entered: 09/12/19 16:00:34 Page 4

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

SCHEDULE 

Environmental Agreements 

# Non-Debtor 

Counterparties Debtor Party 

Title of 

Environmental 

Agreement

Proposed 

Cure 

Amounts

Original 

Execution 

Date

1. Caselli, Dennis Pacific Gas and 

Electric Company 

Agreement for 

Environmental 

Investigation Activities 

$0 January 8, 

2018 

2. Caselli, Dennis Pacific Gas and 

Electric Company 

Addendum to 

Agreement for 

Environmental 

Investigation Activities 

$0 January 8, 

2018 

3. Caselli, Dennis Pacific Gas and 

Electric Company 

Lease $0 January 8, 

2018 

4. Caselli, Dennis Pacific Gas and 

Electric Company 

First Amendment to 

Lease 

$0 June 27, 

2018 

5. Caselli, Dennis Pacific Gas and 

Electric Company 

Second Amendment to 

Lease 

$0 January 3, 

2019 

6. Caselli, Dennis Pacific Gas and 

Electric Company 

Third Amendment to 

Lease 

$0 June 15, 

2019 

7. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company 

Agreement for 

Environmental 

Remediation Activities 

$0 December 

22, 2017 

8. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company 

First Amendment to 

Agreement for 

Environmental 

Remediation Activities 

$0 October 23, 

2018 

9. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company;

PG&E 

Corporation 

Second Amendment to 

Agreement for 

Environmental 

Remediation Activities 

$0 July 23, 

2019 

10. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company 

Lease $0 September 

21, 2017 

11. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company 

Settlement Agreement, 

Release and Covenant 

Not to Sue 

$0 December 

28, 2017 

12. Dorrance, Sam 

and Dorrance, 

Catherine 

Pacific Gas and 

Electric Company 

Confirmatory 

Agreement 

$0 June 8, 2018

13. Hart, Laura Pacific Gas and 

Electric Company 

Agreement for 

Environmental 

Investigation Activities 

$0 October 9, 

2018 

14. Merchant, Minh 

and 

Merchant, 

Gurdon 

Pacific Gas and 

Electric Company 

Agreement for 

Environmental 

Investigation Activities 

$0 October 9, 

2018 

Case: 19-30088 Doc# 3886-1 Filed: 09/12/19 Entered: 09/12/19 16:00:34 Page 5

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