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Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Exhibit 1-2

[PROPOSED] Order - Redline

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Weil, Gotshal & Manges LLP

767 Fifth Avenue

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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

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).

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

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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 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.

1

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

terms in the Motion.

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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.

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 **

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4. Caselli, Dennis Pacific Gas and

Electric Company

First Amendment to

Lease

$0 June 27,

2018

SCHEDULE

Environmental Agreements

5. Caselli, Dennis Pacific Gas and

Electric Company

Second Amendment to

Lease

$0 January 3,

2019

1. Caselli, Dennis

6. Caselli, Dennis Pacific Gas and

Electric Company

Third Amendment to

Lease

$0 June 15,

2019

Pacific Gas and

Electric Company

Agreement for

Environmental

Investigation Activities

7. Dorrance, Sam

and Dorrance,

Catherine

Pacific Gas and

Electric Company

Agreement for

Environmental

Remediation Activities

$0 December

22, 2017

$0 January 8,

2018

8. Dorrance, Sam

and Dorrance,

Catherine

Pacific Gas and

Electric Company

First Amendment to

Agreement for

Environmental

Remediation Activities

$0 October 23,

2018

#

Non-Debtor

Counterparties

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

2. Caselli, Dennis

10. Dorrance, Sam

and Dorrance,

Catherine

Pacific Gas and

Electric Company

Lease $0 September

21, 2017

Pacific Gas and

Electric Company

Addendum to

Agreement for

Environmental

Investigation Activities

11. Dorrance, Sam

and Dorrance,

Catherine

Pacific Gas and

Electric Company

Settlement Agreement,

Release and Covenant

Not to Sue

$0 December

28, 2017

$0 January 8,

2018

12. Dorrance, Sam

and Dorrance,

Catherine

Pacific Gas and

Electric Company

Confirmatory

Agreement

$0 June 8, 2018

Debtor Party

Title of

Environmental

Agreement

13. Hart, Laura Pacific Gas and

Electric Company

Agreement for

Environmental

Investigation Activities

$0 October 9,

2018

3. Caselli, Dennis

14. Merchant, Minh

and

Merchant,

Pacific Gas and

Electric Company

Agreement for

Environmental

Investigation Activities

$0 October 9,

2018

Pacific Gas and

Electric Company

Lease $0 January 8,

2018

Proposed

Cure

Amounts

Original

Execution

Date

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Gurdon

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Summary report:

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Modified DMS: iw://WEILDMS/WEIL/97113964/8

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