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Exhibit A

[Proposed] Order

Case: 19-30088 Doc# 3581-1 Filed: 08/16/19 Entered: 08/16/19 18:55:53 Page 1

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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# 3581-1 Filed: 08/16/19 Entered: 08/16/19 18:55:53 Page 2

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Upon the Motion, dated August 16, 2019 (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 held a hearing on the Motion; 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 the hearing and 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.

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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# 3581-1 Filed: 08/16/19 Entered: 08/16/19 18:55:53 Page 4

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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# 3581-1 Filed: 08/16/19 Entered: 08/16/19 18:55:53 Page 5

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