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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)

FOURTH OMNIBUS MOTION OF THE DEBTORS

PURSUANT TO 11 U.S.C § 365(a), FED. R. BANKR. P. 6006, 

AND B.L.R. 6006-1 FOR AN ORDER (I) APPROVING 

ASSUMPTION OF ENVIRONMENTAL AGREEMENTS AND 

(II) GRANTING RELATED RELIEF (“ENVIRONMENTAL 

AGREEMENTS ASSUMPTION MOTION”)

Date: September 24, 2019

Time: 9:30am (Pacific Time)

Place: United States Bankruptcy Court

 Courtroom 17, 16th Floor

 San Francisco, CA 94102

Judge: Hon. Dennis Montali

Objection Deadline: September 10, 2019, 4:00pm (Pacific Time)

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). 

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NOTICE TO CONTRACT COUNTERPARTIES

A list of the Environmental Agreements (as defined below) is annexed hereto as Exhibit B. 

Counterparties receiving this motion should locate their respective Environmental

Agreement(s) by their last name, as listed in Exhibit B. 

PG&E Corporation and Pacific Gas and Electric Company, 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 Motion (this “Motion”), 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 agreements with four (4) counterparties thereto 

(collectively, the “Owners”) that provide the Debtors access to the Owners’ property to carry out 

environmental investigation and, in certain instances, land remediation and restoration obligations

(collectively, and as amended from time to time, the “Environmental Agreements”) and (ii) granting 

related relief. 

In support of the Motion, the Debtors submit the Declaration of Margaret A. Pietrasz

(the “Pietrasz Declaration”), filed contemporaneously herewith. A proposed form of order granting 

the relief requested herein is annexed hereto as Exhibit A (the “Proposed Order”). 

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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. Feb. 22, 2016), and Bankruptcy Local Rule 5011-1(a). 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 First Day Motions and Related Relief [Docket 

No. 263] (the “Wells Declaration”).

As further described in the Wells Declaration, in connection with the first day relief 

requested by the Debtors, the Debtors filed a motion seeking authority, but not direction, to maintain 

certain of their customer programs, including certain environmental remediation programs that related 

to the Environmental Agreements (the “Customer Programs Motion”). See Docket No. 16. On

February 20, 2019, the Owners filed an objection to the Customers Program Motion. See Docket 

No. 527. In connection with the consensual resolution of the Objection, the Owners and the Debtors 

agreed, among other things, to make a determination whether to assume or reject the Environmental 

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Agreements by an agreed upon date. See Customer Programs Motion Hearing Trans., 4:6 to 6:15 (Mar. 

12, 2019). On March 12, 2019, the Debtors obtained final Court approval of the Customer Programs 

Motion. See Docket No. 843. 

III. THE ENVIRONMENTAL AGREEMENTS1

The Environmental Agreements2 collectively govern the terms by which the Debtors will 

perform certain investigation, remediation, and restoration obligations relating to specific tracts of land 

which the respective Owners own or on which they reside. Under the Environmental Agreements, the 

Debtors’ ongoing obligations generally include, among other things: (i) routine or discrete investigation 

of the property for potential contaminants relating to prior utility facilities located on or near such 

property; (ii) if contaminants associated with the former utility facilities are located on the property, 

remediation activities to remove or otherwise remediate such contaminants from the property to reduce 

the risk of possible future exposure to any such contaminants; and (iii) to the extent reasonably possible 

following either investigation or remediation, the restoration of the Owners’ property to its prior 

condition before the investigation or remediation occurred (collectively, the “Agreement Obligations”). 

With oversight from the California Department of Toxic Substances Control (a division of the California 

Environmental Protection Agency, the “DTSC”), the Debtors and their employees and contractors work 

in close conjunction with the Owners to determine the most appropriate scope of and timing for the 

Debtors’ performance of the Agreement Obligations. The Environmental Agreements cover the period 

of time required to complete the applicable Agreement Obligations, subject to mutually agreed 

extensions of time as may be needed.

Each of the Owners owns property that may have been or was affected by potential 

contaminants generated in the course of operations of former utility facilities located on or near such 

property. The Debtors entered into the Environmental Agreements with the Owners in an effort to 

determine whether such contaminants exist on the property, and if so, to remediate such property for the 

benefit of the Owners and the surrounding environment. The Environmental Agreements are typically 

1 The summaries of the Environmental Agreements contained herein are qualified in their entirety by the 

terms of the underlying agreements, and in the event of any inconsistencies, the agreements govern. 

2 Copies of the Environmental Agreements will be provided, upon request, on a confidential basis to 

counsel for the Committees and for the U.S. Trustee. 

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accompanied by either an attached general memorandum of understanding or other scope of work, 

negotiated by the parties, whereby the respective Owner identifies specific investigation or remediation

and restoration activities.

As an example, certain of the Environmental Agreements relate solely to the investigation 

of an Owner’s land (such agreements, the “Investigation Agreements”). Under the Investigation 

Agreements, the Debtors agree to take soil and soil vapor samples in different locations in an effort to 

identify which, if any, chemicals associated with past utility operations are present. If chemicals in 

sufficient quantities are determined to exist on the property, the Owner and the Debtors then agree to 

specific remediation and restoration activities the Debtors must perform. These specifics are generally 

set forth in a memorandum of understanding which ultimately is the basis of and attached to an agreement 

relating to remediation and restoration activities (the “Remediation Agreements”). 

In connection with the Debtors’ Agreement Obligations, the Debtors may lease an 

Owner’s property to facilitate its remediation and restoration obligations. The lease provides the Debtors 

access and use of the land to appropriately remediate and restore the property in exchange for monetary 

compensation to the Owner. In addition, in conjunction with entering into a Remediation Agreement, 

the Debtors may also enter into a settlement and release agreement with the Owner, whereby the Owner 

covenants not to pursue potential claims against the Debtors related to the presence, investigation, or 

remediation of contaminants on their property associated with the former utility operations, so long as 

the Debtors agree to remediate and restore such property in accordance with the terms set forth in the 

applicable Remediation Agreement. 

The Environmental Agreements allow the Debtors to continue their investigation and 

remediation activities under the DTSC-approved remedial action plan and pursuant to its voluntary 

cleanup agreement,3 and avoid litigation with home owners. Accordingly, the Debtors seek to assume 

the Environmental Agreements set forth on Exhibit B attached hereto, which are made with the 

following Owners: (i) Dennis Caselli; (ii) Sam and Catherine Dorrance; (iii) Laura Hart; and (iv) Minh 

3 Each such plan and agreement are available to view free of charge online at, respectively: 

https://www.envirostor.dtsc.ca.gov/public/final_documents2?global_id=60001254&doc_id=60254392

and https://www.envirostor.dtsc.ca.gov/public/final_documents2?global_id=60001254& enforcement_

id=60188784.

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and Gurdon Merchant. Each agreement listed on Exhibit B includes the names of the applicable 

Owners, the title of the Environmental Agreement, the date of execution, and any prepetition Agreement

Obligations owed to the applicable Owner that must be satisfied or cured for the Debtors to assume such

agreement. Each of the Owners have consented to the assumption of their respective Environmental 

Agreements by the applicable Debtors and the proposed cure amounts for each such agreement as set 

forth in Exhibit B.

IV. ASSUMPTION OF THE ENVIRONMENTAL AGREEMENTS IS IN THE BEST 

INTERESTS OF THE DEBTORS, THEIR CREDITORS, AND ALL PARTIES IN 

INTEREST

The Debtors’ assumption of the Environmental Agreements should be approved under 

section 365(a) of the Bankruptcy Code. Section 365(a) of the Bankruptcy Code provides, in pertinent 

part, that a debtor in possession “subject to the court’s approval, may assume or reject any executory 

contract . . . of the debtor.” 11 U.S.C. § 365(a). 

The Supreme Court has defined “executory contracts” as contracts “on which 

performance is due to some extent on both sides.” NLRB v Bildisco & Bildisco, 465 U.S. 513, 522 n.6 

(1984). The Ninth Circuit has similarly described executory contracts as contracts where “one party’s 

failure to perform its obligation would excuse the other party’s performance.” Zurich Am. Ins. Co. v. 

Int’l Fibercom, Inc. (In re Int’l Fibercom, Inc)., 503 F.3d 933, 941 (9th Cir. 2007) (citing Commercial 

Union Ins. Co. v. Texscan Corp. (In re Texscan Corp.), 976 F.2d 1269, 1272 (9th Cir. 1992)). The 

Environmental Agreements clearly fall within this definition. In each case, there remains material 

performance obligations due from both the Debtors and the Owners. Unlike in International Fibercom 

or Texscan, there is no statutory or contractual basis to require performance by the Owners

notwithstanding the Debtors’ entry into the Chapter 11 Cases if the Debtors do not perform their

obligations. 

Bankruptcy Courts generally “approve motions to assume, assume and assign, or reject 

executory contracts or unexpired leases upon a showing that the debtor's decision to take such action 

will benefit the debtor’s estate and is an exercise of sound business judgment.” In re MF Glob. Holdings

Ltd., 466 B.R. 239, 242 (Bankr. S.D.N.Y. 2012); see also Durkin v. Benedor Corp. (In re G.I. Indus., 

Inc.), 204 F.3d 1276, 1282 (9th Cir. 2000); In re Miller, No. 15-61159-12, 2016 WL 1316763, at *4 

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(Bankr. D. Mont. Apr. 1, 2016). 

The “business judgment” standard is not a strict standard; it requires only a showing that 

either assumption or rejection of the executory contract will benefit the debtor’s estate. See Bakery, 

Confectionary & Tobacco Workers Int’l Union v. Kirkpatrick (In re Kirkpatrick), 34 B.R. 767, 769 

(B.A.P. 9th Cir. 1983); Pac. Shores Dev., LLC v. At Home Corp. (In re At Home Corp.), 292 B.R. 195, 

199 (N.D. Cal. 2003), aff'd, 392 F.3d 1064 (9th Cir. 2004); In re Am. Suzuki Motor Corp., 494 B.R. 466, 

476 (Bankr. C.D. Cal. 2013). Furthermore, “[c]ourts generally will not second-guess a debtor’s business

judgment concerning whether the assumption or rejection of an executory contract or unexpired lease 

would benefit the debtor’s estate.” In re MF Glob. Holdings Ltd., 466 B.R. at 242; In re Miller, 2016 

WL 1316763, at *4 (“Although . . . business judgment is the proper standard for determining whether to 

permit assumption or rejection of an executory contract or unexpired lease, the court should focus on the 

business judgment of the trustee or debtor in possession, not on its own business judgment.”). The Court 

should “presume that the debtor-in-possession acted prudently, on an informed basis, in good faith, and 

in the honest belief that the action taken was in the best interests of the bankruptcy estate.” Agarwal v. 

Pomona Valley Med. Grp., Inc. (In re Pomona Valley Med. Grp., Inc.), 476 F.3d 665, 670 (9th Cir. 2007)

(in the context of a motion to reject under section 365(a)). Only a decision which is “so manifestly 

unreasonable that it could not be based on sound business judgment, but only on bad faith, or whim or 

caprice” runs afoul of the rule. Id.

As outlined above and in the Pietrasz Declaration, the Debtors have determined to assume 

the Environmental Agreements. See Pietrasz Declaration ¶ 9. Under applicable California law, the 

Debtors generally must ensure that they investigate and remediate the properties covered by the 

Environmental Agreements. Id.; see generally Cal. Health & Safety Code § 25300 et seq. The Debtors’

failure to investigate or remediate the properties covered by the Environmental Agreements may expose 

the Debtors to potential liability and costly litigation. See Pietrasz Declaration ¶ 9. To avoid the 

uncertainty associated with the potential liability and litigation costs, and to assert orderly control over 

the investigation process, the Debtors took affirmative steps before the Petition Date to enter into the 

Environmental Agreements and perform their Agreement Obligations, which they have continued to 

perform on a post-petition basis. Id. Performance under the Environmental Agreements has served to 

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reduce the Debtors’ environmental cleanup obligations to foreseeable expectations, a benefit that the 

Debtors believe should be preserved through the relief sought in this Motion. Id.

The Debtors agreed with the DTSC to act in accordance with an approved remedial action 

plan. Id. ¶ 10. The remedial action plan was formally reviewed and approved by the DTSC and set forth 

the public plans by which the Debtors, with oversight from the DTSC, will investigate and remediate 

certain properties, including specifically those covered by the Environmental Agreements. Id. 

Continued performance under the Environmental Agreements permits the Debtors to comply with the 

Debtors’ obligations to the DTSC. Id. Indeed, for similar reasons, the Debtors sought and received the 

relief in the Customer Programs Motion to continue funding amounts in respect of their environmental 

cleanup responsibilities. Id. Among other things, that relief was intended to ensure compliance with 

California law and to permit the Debtors to continue working with the DTSC and other agencies on 

various environmental matters. Id. 

When assuming an executory contract, section 365(b) of the Bankruptcy Code requires 

the debtor to cure any defaults under the contract or provide adequate assurance that it will promptly 

cure these defaults. See 11 U.S.C. § 365(b)(1)(A); see also In re Crummie, 194 B.R. 230, 237 (Bankr. 

N.D. Cal. 1996); In re Heitman, No. 99-20559, 1999 WL 33486720, at *1 (Bankr. D. Idaho July 22, 

1999) (“Additionally, § 365(a) and (b) require Court approval of assumption, and only then upon proof 

of satisfaction of certain prerequisites regarding cure of defaults and adequate assurance of future 

performance.”). The Debtors believe that there are no existing defaults under the Environmental

Agreements and, therefore, no outstanding cure obligations owed under the Environmental Agreements. 

In addition, following entry of an order granting the relief requested in this Motion, to the extent there 

are disputes under the Environmental Agreements, including those unresolved at the time of this Motion, 

the Owners and the Debtors reserve their rights to identify and resolve such disputes in the ordinary 

course of business in accordance with the terms of the Environmental Agreements, and nothing in this 

Motion or an order granting the relief requested herein shall prejudice the Debtors’ or the Owners’ rights 

regarding such disputes.

Accordingly, the Debtors believe the relief requested in this Motion should be approved 

as a sound exercise of the Debtors’ business judgment, and is in the best interest of their estates, creditors, 

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shareholders, and all other parties in interest.

V. REQUEST FOR BANKRUPTCY RULE 6006 AUTHORIZATION

A. Rule 6006(e) Authorization

The Debtors request authorization pursuant to Bankruptcy Rule 6006(e) to file this 

Motion as an omnibus motion to assume the Environmental Agreements. As outlined above, (i) the

Owners are all represented by the same counsel, Stuart G. Gross, and (ii) the Environmental Agreements

each relate to the performance of similar or related Agreement Obligations. Accordingly, the Debtors

believe there is ample cause for an order permitting this Motion to be heard as an omnibus motion to 

avoid the Debtors’ estates bearing the cost of multiple, near-identical motions to assume the

Environmental Agreements. There is no detriment to any party in interest in having the Motion heard 

as an omnibus motion. 

B. Rule 6006(f) Compliance

Under Bankruptcy Rule 6006(f), the Debtors may join requests for authority to assume 

multiple executory contracts in one motion if the authorization requested under Bankruptcy Rule 6006(e)

is granted. Bankruptcy Rule 6006(f) provides that a motion to assume (or reject) multiple executory 

contracts or unexpired leases that are not between the same parties shall:

(1) state in a conspicuous place that parties receiving the omnibus motion should 

locate their names and their contracts or leases listed in the motion;

(2) list parties alphabetically and identify the corresponding contract or lease;

(3) specify the terms, including the curing of defaults, for each requested assumption 

or assignment;

(4) specify the terms, including the identity of each assignee and the adequate 

assurance of future performance by each assignee, for each requested assignment;

(5) be numbered consecutively with other omnibus motions to assume, assign, or 

reject executory contracts or unexpired leases; and

(6) be limited to no more than 100 executory contracts or unexpired leases.

As described herein, this Motion and notice thereof (i) clearly and conspicuously direct the Owners to 

the list of Environmental Agreements in Exhibit B and provide sufficient information in alphabetical 

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order to determine whether their agreements are covered by this Motion, (ii) specify the cure amounts

owed, if any, and (iii) constitute the fourth omnibus motion filed in the Chapter 11 Cases, therefore

satisfying the requirements of Bankruptcy Rule 6006(f).

For the reasons outlined above, the Debtors respectfully submit that their compliance with 

the requirements of Bankruptcy Rule 6006(f) as described herein is appropriate, satisfies due process,

and should be approved as good and sufficient.

VI. NOTICE

Notice of this Motion will be provided to (i) the Office of the United States Trustee for 

Region 17 (Attn: Andrew Vara, Esq. and Timothy Laffredi, Esq.); (ii) counsel to the Creditors 

Committee; (iii) counsel to the 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; (xii) each Owner; (xiii) Stuart G. Gross, as counsel to the Owners; and (xiv) 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.

The Debtors have previously sought relief from this Court to assume other executory 

contracts. No previous request for the relief sought herein in respect to the Environmental Agreements 

has been made by the Debtors to this or any other court. 

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WHEREFORE the Debtors respectfully request entry of the Proposed 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 in interest, and (ii) such other and 

further relief as the Court may deem just and appropriate. 

Dated: August 16, 2019

WEIL, GOTSHAL & MANGES LLP

KELLER & BENVENUTTI LLP

By: /s/ Jessica Liou___________________

Jessica Liou

Attorneys for Debtors 

and Debtors in Possession

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