ML020350616
| ML020350616 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 01/14/2002 |
| From: | Lumsden T Pacific Gas & Electric Co, PricewaterhouseCoopers, LLP |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| SF 01-30923 DM | |
| Download: ML020350616 (92) | |
Text
1 Thomas E. Lumsden PricewaterhouseCoopers LLP 2 199 Fremont Street San Francisco, CA 94105 3 Telephone:
Facsimile:
(415) 498-5000 (415) 498-6699 FILED 4 JAN j d 200?
5 Accountants and Financial Advisors for Official NITED S A.S
,SAN COURT FMANCISOO..CA Committee of Unsecured Creditors 6
7 8
9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 11 12 13 In re Case No. SF 01-30923 DM 14 PACIFIC GAS AND ELECTRIC Chapter 11 15 COMPANY, a California corporation, 16 SECOND INTERIM APPLICATION OF Debtor.
PRICEWATERHOUSECOOPERS LLP FOR 17 ALLOWANCE AND PAYMENT OF 18 COMPENSATION AND REIMBURSEMENT OF EXPENSES 19 (AUGUST 1, 2001 THROUGH NOVEMBER 30,2001); DECLARATION OF THOMAS E.
20 LUMSDEN IN SUPPORT THEREOF 21 Hearing:
22 Date: February 26, 2002 23 Time: 9:30 am Place: 235 Pine Street, 2 2 nd Floor 24 San Francisco, CA 25 26 27 28 4' Se
1 TO THE HONORABLE DENNIS MONTALI, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTOR, AND 2 OTHER PARTIES IN INTEREST:
3 4 PricewaterhouseCoopers LLP ("PwC"), accountants and financial advisors to the 5 Official Committee of Unsecured Creditors ("Committee") in the Pacific Gas and Electric 6 ("PG&E") bankruptcy case, hereby submits its second interim application for allowance and 7 payment of compensation and reimbursement of costs and expenses (the "Second Interim 8 Application") covering the period from August 1, 2001 through November 30, 2001 (the 9 "Second Application Period"). In support of the Second Interim Application, PwC respectfully 10 represents as follows:
11 IL 12 INTRODUCTION 13 14 This is PwC's second long-form interim application for approval of compensation and 15 reimbursement of related expenses for services rendered- on behalf of the Committee during 16 PG&E's chapter 11 case. PwC submits this Second Interim Application in accordance with 17 Bankruptcy Code sections 330 and. 331, Rule 2016 of the Federal Rules of Bankruptcy Procedure 18 (the "Bankruptcy Rules"); the Office of the United States Trustee for the Northern District of 19 California Guidelines (the "UST Guidelines"), and the United States Bankruptcy Court Northern 20 District of California Guidelines for Compensation and Expense Reimbursement of Professionals 21 and Trustee ("Court Guidelines"). Through this Second Interim Application, PwC seeks 22 (i) interim approval arid allowance of $1,268,134 in fees accrued and $52,705 in expenses 23 incurred for services rendered by PwC on behalf of the Committee during the period August 1,
- 24 2001 through and including November 30, 2001.
25 During the Second Application Period, PwC professionals spent a total of 3,173.5 hours5.787037e-5 days <br />0.00139 hours <br />8.267196e-6 weeks <br />1.9025e-6 months <br /> 26 rendering services to the Committee in connection with the PG&E bankruptcy case at a blended 27 28 2
1 hourly rate of $388 1 PwC also incurred $52,705 in costs and expenses in connection with those 2 services, for wvhich PwC is requesting reimbursement. Accordingly, PwC seeks allowance and 3 payment of a total of $1,320,839 for services rendered and reimbursement of costs and expenses 4 incurred during the Second Application Period. PwC has received payment of fees in the amount 5 of $910,617 and expenses in the amount of $49,087 on account of the Monthly Cover Sheet 6 Applications for the period of August 1, 2001 through November 30, 2001. The services and 7 costs for the Second Application Period are described below and are detailed in the exhibits filed 8 concurrently herewith. The amount of fees shown in this Second Interim Application reflect 9 voluntary reductions from the August through November Cover Letter applications in the 10 amount of $52,564 to comply with the Court's December 12, 2001 Memorandum Decision 11 Regarding Applications for Interim. Compensation of Professionals. Reductions were taken in 12 the Fee Application, Professional Compensation Matters, and Travel Time task codes. An 13 additional $27,150 in extranet progranmning expenses were voluntarily excluded from the 14 monthly cover letter applications.
15 16
SUMMARY
OF DEVELOPMENTS IN THE CASE 17 18 On April 6, 2001 (the "Petition Date"), Pacific Gas and Electric Company (the 19 "Debtors") filed voluntary petitions for reorganization under Chapter 11 of title 11 of the United 20 States Bankruptcy Code ("Bankruptcy Code"). The Debtors continue to operate their business 21 and manage their properties as debtors-in-possession pursuant to Sections 1107(a) and 1108 of 22 the Bankruptcy Code.
23 14 On July 2, 2001 this Court entered an order (the "Retention Order") authorizing, nuncpro 25 tunc, employment of PwC as of April 11, 2001, as Accountants and Financial Advisors for the 26 27 'Blended Hourly Rate is inclusive of the 229.7 hours8.101852e-5 days <br />0.00194 hours <br />1.157407e-5 weeks <br />2.6635e-6 months <br /> and $52,564 in fees that were 28 voluntarily written off during the Second Application Period.
3
1 Committee.
2 The Retention Order authorized the retention of PwC to render to the Committee the 3
following essential services, which include but are not limited to the following:
4 5
(a) Assistance to the Committee in the review of financial related disclosures 6
required by the Court, including the Schedules of Assets and Liabilities, the Statement of 7
Financial Affairs and Monthly Operating Reports; 8
(b) Assistance with a review of the Debtor's short-term cash management 9
practices; 10 (c) Advice and guidance to the Committee with respect to utility accounting 11 and electric and gas utility operating elements, including elements of rate making, cost recovery 12 and the financial impact of regulatory decisions; 13 (d) Assistance and advice to the Committee with respect to the value of the 14 Debtor's operating assets and make recommendations regarding the highest and best use, 15 operation, and ultimate disposition of such assets; 16 (e) Assistance in the review of financial information distributed by the Debtor 17 to creditors and others, including, but not limited to, cash flow projections and budgets, cash 18 receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis 19 of proposed transactions for which Court approval is sought; 20 (f) Attendance at meetings and assistance in discussions with the Debtor, 21 regulators, State agencies, mortgage holders and other secured lenders in this chapter 11 case, the 22 U.S. Trustee, other parties in interest and professionals hired by the same, as requested; 23 (g) Assistance in the review and/or preparation of information and analysis 24 necessary for the confirmation of a Plan of Reorganization in this chapter 11 case; 25 (h) Assistance to the Committee and its counsel in the preparation and 26 evaluation of potential litigation; 27 28 4
1 (i) Assistance in the discharge of the Committee's duties and functions in this 2 case, including, but not limited to, compilation of material required for court testimony; and 3 (j) Render such other general business consulting or such other assistance as 4 the Committee or its counsel may deem necessary that are not duplicative of services provided 5 by other professionals in this proceeding.
6 7 PwC incorporates by reference the overview of case activity presented in the Section III 8 of the Second Interim Application of Milbank Tweed Hadley & McCloy LLP for Allowance and 9 Payment of Compensation and Reimbursement of Expenses. The Debtor continues to operate its 10 business, and cash flow appears to be neutral pending regulatory decisions by the California 11 Public Utilities Commission. A plan has been filed in the case, and a hearing on the disclosure 12 statement had been set for January 14, 2002.
13 14 II.
15
SUMMARY
OF PRICEWATERHOUSECOOPERS LLP' S EXPERIENCE 16 17 PwC, the world's largest professional services organization, provides accounting, 18 auditing, tax, litigation, information technology, bankruptcy and business recovery consulting 19 services to clients through offices in over 150 countries worldwide.
20 PwC has extensive experience in financial reorganizations, bankruptcy and litigation 21 consulting services. Our professionals have provided services to a wide variety of industries, 22 and as a result, PwC has accumulated a wealth of knowledge concerning the intricacies in these 23 matters.
24 In bankruptcy restructurings, PwC has accumulated over a quarter of a century of 25 experience serving Debtors, Creditors, and Trustees in bankruptcy matters.
26 PwC has assisted numerous Debtor and Debtor-In-Possession entities involving, successful 27 development of reorganization plans, numerous valuation projects, sales of assets in Chapter 11, 28 5
- I 1.2-1 extensive tax consulting, ana other services related to reo[LrgmLuzatiut.
2 v
IV.
3
SUMMARY
OF SERVICES RENDERED BY PWC 4
5 During the Second Application Period, PwC represented and advised the Committee with 6 respect to a wide range of issues and challenges. Due to the comprehensive nature of the 7 services rendered by PwC during the Second Application Period, no attempt is made herein to 8 detail the totality of such services. The full scope of the services rendered by PwC is set forth in 9 detail in the billing reports filed concurrently herewith under captions entitled 10 "PricewaterhouseCoopers LLP's Time Records Exhibit for the Period August 1, 2001 to 11 November 30, 2001" (the "Billing Reports"). However, in order to assist the Court, the United 12 States Trustee, PG&E and other parties in interest in reviewing this Second Interim Application, 13 a brief summary of PwC's billing procedures and the services rendered by PwC during the 14 Second Application Period with regard to each activity code category, including certain 15 undertakings within each category, is set forth below.
16 A. Summary Of PwC's Billing Procedures.
17 18 It is PwC's normal business practice to charge its clients in full for services rendered and 19 all actual and necessary out-of-pocket costs and expenses incurred by PwC in providing those 20 services.
21 221 In the ordinary course of its practice, PwC maintains records of time expended by 22 professionals in rendering services to its clients. Time records are made substantially 23 contemporaneously with the rendition of these professional services and are prepared by the professionals who have rendered the services. In matters such as this, time records are kept in 6 25 26 minute (.1 hour1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br />) increments.
27 This case, which has been described as the forth largest bankruptcy case filed in the 28 United States, has involved significant interaction with outside agencies, including the Federal 6
I Energy Regulatory Commission, the California Public Utility Commission ('CPUC"), the 2 California Energy Commission, the Department of Water & Power ("DWR"), the State 3 Legislature, the Governors Office, as well as taxing authorities and other reporting agencies. The 4 activity in this case has been likened to a fast-track environment as the Debtor and Creditors 5 have moved swiftly to grapple with the issues of a regulated utility in bankruptcy, and parties 6 have sought to develop a consensual plan of reorganization structure. During the course of this 7 case, we have observed unprecedented action by all of the parties noted above to address the 8 underpinnings of the energy crisis in California. These have included proceedings by the 9 legislature and the CPUC to address hardship by the QF generators, proceedings by the 10 Governor, Legislature and FERC on price caps and refunds for energy, action by the Legislature II and Energy Commission to support development of power plants, proceedings with the CPUC 12 over the DWR power purchases, negotiations and legislative proceedings involving bailout 13 measures for utilities in California, issues involving the State Treasurers office, DWR, CPUC 14 and the Governor over bond financing for the DWR power purchases, interplay among the 15 utilities in California, the CPUC and DWR concerning allocation of the costs of power and bond 16 financing as it may affect each utility, and agreement between the CPUC and Southern 17 California Edison (SCE) on a means to repay SCE's past-due obligations. The issues at stake 18 have been monumental with PG&E's reported debt and claims exceeding $13 Billion, the range 19 of revenue at stake for their retained generation assets varying from $4 Billion to over $9 Billion 20 per year, the proposed allocation of DWR power and bond finance costs varying from $2.4 21 Billion to over $2.7 Billion per year, and QF pre-petition claims on executory contracts 22 exceeding $1 Billion. During the pendency of this case, we have observed electricity prices vary 23 from hundreds of dollars per Megawatt to power prices in the $15-30 range. We have seen 24 natural gas prices vary by a factor of lOx the historic price average. Reported purchases of power 25 by the DWR have varied from over $100 million per day to under $12 million per day during this 26 period.
27 The Committee organization structure has been unique for this case, with greater time 28 7
1 involvement by Committee members than in most any other case. The personal commitment of 2 Committee members to actively participate on a continuous basis has matched the activity level 3 in the case with over 1700 filings listed in the Court docket through July 31, 2001. The 4 Committee has participated in an unprecedented number of meetings of the Committee, advisors 5 and the Debtor. The Committee, in order to address the monumental workload and myriad of 6 tasks at hand, has created four distinct subcommittees: Financial, Legislative, Regulatory and 7 Plan. PwC has assembled sub-teams of professionals to address the issues and work 8 assignments set forth by the Committee, subcommittees andworking group. During this fee 9 application period, there was a change in Committee representation, with a representative of 10 PIMCO replacing representatives of Bank of New York and a representative of Reliant Energy 11 replacing representatives of Enron. In the course of PwC's representation of the Committee in 12 this matter, it has been necessary and requested that more than one or two professionals 13 participate in meetings and conferences with the Committee representatives or with the Debtor.
14 This is not normally the case for PwC in such matters and has been dictated by the size of the 15 case, the complex nature of the matters being discussed, the speed with which matters are being 16 addressed in the case, and requirement to have various specialty skills represented and 17 participating in certain key discussions. In many cases, these have been high level meetings or 18 key discussions with the Debtor representatives who are not able to make themselves available 19 for repetitive follow-up discussions. In many cases, the participation of multiple professionals by 20 PwC has been dictated by the specific specializations and backgrounds such as those of the 21 following key professionals:
22 Michael Hamilton is the Firm's senior Utility Specialist in Accounting and 23 Restructurings. He has participated in each of the restructurings that have involved a utility for 24 the Firm over the past 25 years. He has unique knowledge of the regulatory and business 25 environment facing utilities. Mr. Hamilton has coordinated the Committee work on plan 26 structuring, regulatory matters, cash flow projections and legislative matters.
27 28 Thomas Lumsden is one of the Firm's senior bankruptcy specialists, with specialization 8
1 in utilities and the California Market, having participated in development of the infrastructure for 2 the electricity deregulation in the State, and has operated and bought and sold electrical 3 generation facilities. Mr. Lumsden coordinated the Committee work on executory contracts for 4 QF's, the net short grid modeling, the DWR power purchases and revenue'requirements, the tax 5 issues involving the Plan structure, and the retained generation filings with the CPUC.
6 M. Freddie Reiss is a senior bankruptcy specialist with expertise in serving Committees 7
and dealing with intercreditor matters. He has coordinated the Firm's negotiations in the areas of 8 employee retention issues, employment of Debtor professionals, ordinary course motions; 9
committee governance and plan negotiations with the Debtor.
10 11 Rocky Ho is a Director in Business Recovery Services who has been responsible for 12 coordinating staff assignments and projects for the PwC team, review of work product, and 13 quality control, and has specialized in review and coordination of all Committee response to 14 Debtor motions and filings, litigation matters and Committee consent on expenditures.
15 Allison Young is a Manager in Business Recovery Services who has specialized in the 16 financial modeling, the statewide grid modeling, the cash flow analysis, the assessment of 17 Debtor projections, alternative plan structures and feasibility, and tax analysis of plan proposals.
18 19 Margery Neis is a Utilities specialist in Business Recovery Services who has coordinated 20 the review and monitoring of all matters with the CPUC, the DWR power purchases and contract 21 database and QF contracts.
22 A separate analysis of participation of PwC professionals at meetings in presented in Exhibit 4 to 23 this Application for explanation of the role and purpose of each professionals' participation.
24 25 B. Summary Of Exhibits Regarding Services Rendered By PwC.
26 PwC has attached the following exhibits as support to its Application:
27 I. Attached to the Declaration of Thomas E. Lumsden ("Lumsden Declaration") is 28 9
1 Exhibit 1 - A summary schedule showing the professionals who performed the services, the 2 number of hours spent, the respective professional's billing rate, and the total fees for such 3 services; 4 2. Exhibit 2 - Summary of Fees by Project Category and itemized time records, in 5 chronological order, of each specific service for which an award of compensation is sought. The 6 itemized record includes: (1) the date each service was rendered, (2) the professional(s) who 7 performed the service, (3) a description of the services rendered, and (4) the time spent 8 performing the service in increments-of tenths of an hour for-the Second- Interim Application; 9 3. Exhibit 3 - Expense Summary and Expense Detail reports by individual and 10 itemized total expenses for which reimbursement is sought. All expenses for which 11 reimbursements are sought are disclosed in detail by individual. It should be noted that any 12 airfare charges were incurred as a result of travel in coach class. PwC has not requested 13 reimbursement for certain out-of-pocket expenses when it would not be possible to assemble the 14 billing details for reimbursement under the Guidelines. These unbilled out-of-pocket expenses 15 typically include telephone charges for calls placed in its offices, postage costs including Federal 16 Express charges and copying and facsimile charges incurred at the Applicant's offices in 17 connection with these cases. These unbilled out-of-pocket expenses are real costs that have been 18 incurred by PwC and have benefited the Estate; and 19 4. Exhibit 4 - Summary of Meetings that more than two PwC professionals 20 attended. The summary highlights the relative importance of each team member and the purpose 21 of their involvement at the meetings.
22 C. Narrative Summary Of Services Provided By PwC.
23 PwC has submitted detailed listings of time incurred by professional by task for the 24 monthly Cover Sheet Applications to the Debtor, Committee, the United States Trustee and the 25 Court for the period covered by this Second Interim Application. PwC has made reductions to 26 the number of hours submitted on the monthly Cover Letter Applications for the task codes: Fee 27 Application, Professional Compensation Matters and Travel Time, axid has reclassified some of 28 10
1 the detailed time into categories that more appropriately reflect the work performed.
2 Reclassification were made to adjust for new categories of tasks that were not utilized in earlier 3 periods, and to harmonize the categorization among professionals.
4 5 1. Asset Sales/Valuation Issues (Category 01).
6 During the Second Application Period, PwC professionals spent a total of 257.9 7
hours rendering services in this category, for which PwC seeks compensation of $78,656. A 8
summary of the PwC professionals who rendered services in this category and the corresponding 9
amount of fees requested is included in Exhibit "2." The Billing Record for this category, which 10 sets forth a detailed description of the services rendered are filed concurrently herewith.
11 12 Services rendered by PwC professionals in this category included:
13 a) PwC updated and expanded upon its top level valuations of the Debtor's 14 assets and business segments to ascertain solvency of Debtor and ability of the assets to provide 15 asset value coverage for the proposed debt issued under the plan of reorganization.
16 17 b) PwC continued a joint review of the Debtor's improved and unimproved 18 real property asset base to determine values and potential sale or finance opportunities.
19 c) PwC reviewed and analyzed the Debtor's schedule of assets expected to 20 be sold in the Plan of Reorganization.
21 22 The purpose for the work performed was to enable the Committee to assess the 23 solvency of the Debtor, assess proposed property sales to fund the plan of reorganization, and to 24 assess the ability of the Debtor's assets, at market value, to provide adequate coverage for the 25 proposed debt to be issued under the plan of reorganization. The valuation of the Debtors 26 business segments involved analysis of each component of the Debtors operations, adjusting for 27 the different cost structure, resources, market pricing and regulatory environment in California.
28 This information has assisted the Committee in evaluating the debt capacity and creditworthiness 11
I of each of the proposed new entities in the Plan of Reorganization. In the process of developing 2 the comparable company data which is referenced in valuations, PwC has also utilized the 3 information to assess the viability of the Debtors financial projections for plan purposes.
- 2. Bankruptcy Reporting (Category 02).
5 6 During the Second Application Period, PwC professionals spent a total of 103.5 7 hours rendering services in this category, for which PwC seeks compensation of $35,578. A 8 summary of the PwC professionals who rendered services in this category and the corresponding 9 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 10 sets forth a detailed description of the services rendered is filed concurrently herewith.
11 Services rendered by PwC professionals in this category included:
12 13 a) PwC reviewed and summarized the Debtor's updated Statement of 14 Financial Affairs and Schedule of Assets and Liabilities and other Operating Reports submitted 15 to the United States Trustee.
16 b) PwC reviewed and analyzed various motions and pleadings of the case, 17 and provided comment to the committee on the financial impact of these items.
18 19 Approximately 40% of the time charged to this task code involved updating 20 PwC's review of the Debtors Schedules of Assets and Liabilities and the Statement of Financial 21 Affairs. These documents comprised over 30,000 pages of data and required extensive time to 22 review and compile. This information, which primarily summarized the real assets and creditor 23 claims of PG&E, has been utilized in several aspects of our work including the valuation of real 24 assets and in assessment of solvency and claim categorization. PwC has attempted to reconcile 25 the claim information provided in the Schedules with reported data for key categories of 26 claimants. There have been innumerable motions filed in the case by the Debtor and other 27 parties which required review and assessment by PwC to assist counsel to the Committee in has 28 determining the necessary response. In many cases, the time associated with those motions 12
1 been posted to a distinct task code, but in other more generic cases, the time has been posted to 2 the Bankruptcy Reporting task.
3
- 3. Cash Flow Analysis (Category 03).
4 5 During the Second Application Period, PwC professionals spent a total of 84.9 6 hours rendering services in this category, for which PwC seeks compensation of $34,001. A 7 summary of the PwC professionals who rendered services in this category and the corresponding 8 amount of fees requested is included in Exhibit "2." The Billing Report-for this category, which 9 sets forth a detailed description of the services rendered, is filed concurrently herewith.
10 Services rendered by PwC professionals in this category included:
11 12 a) PwC analyzed the Debtors' cash flow forecasts to develop an 13 understanding of the Debtor's liquidity position and its ability to generate positive cash flows in 14 future periods.
15 b) PwC conducted interviews with members of management and their 16 advisors to understand the structure and underlying assumptions of financial projections. Specific 17 analyses focused on revenue, balance sheet, cash flow projections, working capital needs, capital 18 expenditure plans, and EBITDA margins. This analysis is necessary to assess long-term viability 19 and the Debtor's ability to fund the Plan of Reorganization.
20 The process was critical to understanding the financial projections, both cash 21 based and operating, to evaluate the solvency of the debtor, to assess the Committee position 22 with respect to motions related to ordinary course expenditures, capital expenditures, payments 23 to DWR, payments to ISO, the relationship and sensitivity of the cash flows to changes in natural 24 gas fuel prices, and the Debtor's ability to generate sufficient cash flows to fund the proposed 25 Plan of Reorganization.
26 27 28 13
1 4. Ciaims Analysis tuategory 04).
2 During the Second Application Period, PwC professionals spent a total of 136.9 3 hours rendering services in this category, for which PwC seeks compensation of $54,612. A 4 summary of the PwC professionals who rendered services in this category and the corresponding.
5 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 6 sets forth a detailed description of the services rendered is filed concurrently herewith.
7 8 Services rendered by PwC professionals in this category included:
a) PwC coordinated with the Debtor to summarize and reconcile those claims 10 filed against the company to validate the value of potential allowed claims that the Estate is 11 responsible for.
12 13 b) PwC reviewed the Sempra settlement agreement to assist the Committee 14 in determining whether to support or reject Debtor's proposed settlement agreements.
15 c) PwC reviewed the settlement agreements with the PC bondholders to 16 enhance the committee's understanding of the terms of the agreement and to assist in further 17 1negotiations with the Debtor.
18 19 This work product has involved the review of claims filed by creditors totaling in 20 excess of $44 Billion; reconciling these amounts to those reported by the Debtor, and to 21 information supplied by.institutional creditors and in public filings; and evaluating those claims 22 which are subject to estimation or adjustment through the ISO or PX, and those subject to CPUC 23 review. Work in this area has resulted in validation on behalf of the Committee of a large 24 segment of the claims in this case and evaluation of key claims including those for QF's, 25 Sempra, cities, counties and other claimants where settlements have been proposed or discussed.
26 5. Coordinating with Debtor (Category 05).
27 28 During the Second Application Period, PwC professionals spent a total of 27.3 14
of $10,358. A 1 hours1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br /> rendering services in this category, for which PwC seeks compensation the corresponding 2 summary of the PwC professionals who rendered services in this category and 3 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 4 sets forth a-detailed description of the services rendered is filed concurrently herewith.
5i Services rendered by PwC professionals in this category included:
6 7 a. PwC spent notable time coordinating meetings or the exchange of and preparing 8 information with the debtor or its advisors. The time spent drafting data requests 9 for these meetings are recorded in this task category. Attendance in meetings with the Debtor is 10 recorded in the relevant task code.
1 This effort has resulted in a coordinated and smooth flow of information from the 12 Debtor to the Committee and has enabled the Committee to respond to requests of the Debtor 13 and the Court on a timely basis. PwC has also shared much of its analysis of various aspects of 14 the Debtors operations, including load and resource assessments, Plan financial projections, 15 regulatory issues, and DWR contract and revenue requirement estimations. This collaborative 16 effort has enhanced the efficiency of exchange of information and advanced activities in the 17 progress of the case.
18 19 6. CPUC Review (Category 06).
20 During the Second Application period, PwC professionals spent a total of 318.6 21 hours rendering services in this category, for which PwC seeks compensation of $130,307. A 22 summary of the PwC professionals who rendered services in this category and the corresponding 23 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 24 sets forth a detailed description of the services rendered is filed concurrently herewith.
25 26 Services rendered by PwC professionals in this category included:
27 27 a. PwC reviewed and monitored CPUC proceedinigs to determine the 28 15
12 tenti flti unpacL die p[oceedings culd have on die J-1cuI.
2 b. PwC reviewed the Debtor's, SCE's, SDG&E's, DWR's and TURN's 3
CPUC filings to determine the potential financial impact on the Debtor's estate.
4 5 c. PwC analyzed the merits and rationale of the CPUC's settlement 6 agreement with SCE, and whether a similar agreement would be beneficial or feasible for the 7 Debtor.
8 The work in this area is critical to the determination of future cash flow and 9
funding of the Debtor to complete a plan of reorganization. As an integrated utility, the Debtor is 101 regulated by the CPUC for all aspects of its owned generation (nuclear and hydro assets), intra state gas transmission and storage facilities, gas and electric procurement, and distribution of 12 electricity and gas to its wholesale and retail customers through its network of pipes and wires 13 throughout Northern California. The revenues associated with these aspects of its business are 14 determined and set by the CPUC in regulatory hearings. It has been critical to the Committee to 15 understand the position of PG&E and related utilities before the CPUC in assessing the possible 16 outcomes for development of a plan of reorganization. PG&E has been actively engaged with the 171 CPUC during this period with the setting of the revenue requirements for its nuclear and hydro 18 generation assets and with the revenue requirement for the DWR power purchases and bond 19 financing. PwC has monitored the CPUC hearings, testimonies and developments closely, and 20 has prepared minutes of key hearings and modeled the range of outcomes for the Committee.
21 PwC has also performed a thorough analysis of the CPUC's settlement with SCE for the 22 recovery of its past-due procurement related obligations and presented to the committee our 23 analysis of how a similar agreement with the Debtor would compare to the currently proposed 24 Plan of Reorganization.
25 26 7. DWR Contracts Analysis (Category 07).
27 During the Second Application Period, PwC professionals spent a total of 471.6 28 16
hours rendering services in this category, for which PwC seeks compensation of $161,394. A 1
2 summary of the PwC professionals who rendered services in this category and the corresponding 3 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 4 sets forth a detailed description of the services rendered is filed concurrently herewith.
5 Services rendered by PwC professionals in this category included:
6 7 a) PwC analyzed and summarized the terms of the DWR power purchase contracts and April to June short-term energy purchases. This involved analysis of each long 8
9 term contract which DWR entered into, development of a database for this contract information, 10 and coordination of this information with PG&E to facilitate the evaluation of the underlying data which was being utilized by DWR to establish the revenue requirement for each utility in 11 12 California.
13 b) PwC calculated the potential range of future payments that will be 14 required to be remitted to the DWR by the Debtor to pay for its purchased power, administrative 15 costs, and debt service requirements.
16 17 Approximately 40% of the electricity that PG&E supplies to its customers has been provided by the DWR through spot and contract purchases under the program initiated by 18 19 ABxl. This program by DWR has provided the power to meet the net short load component of 20 each utility in California since February 2001. PwC has monitored the power purchases supplied 21 by DWR to PG&E, estimated the costs of that power, as well as future costs associated with 22 contractual commitments and spot purchases to meet PG&E's net short position, and developed 23 estimates of those future costs. These future power costs have been integrated with the DWR 24 proposed bond finance program to estimate the cash flow impact to PG&E. This information has 25 been compared with financial data supplied by consultants to the DWR and has also been shared 26 with PG&E to assist in efforts to influence the structure of the allocation of those costs among 27 the utilities in California. The impact of the cost of DWR power and finance charges is substantial, amounting to proposed amounts in excess of $2.4 billion per year. PwC continued 28 17
1 its review of the 57 contracts that have been completed by the DWR and updated our database 2 model of those contracts for newly obtained contracts to enable the Committee and PG&E to 3 estimate the volume and cost of that power and its potential allocation to PG&E. We have shared 4 the results of our database with PG&E and cooperated with the Debtor in its development of 5 strategies to rationally allocate these costs before the CPUC.
6 8. Executory Contracts Analysis (Category 08).
7 8 During the Second Application Period, PwC professionals spent a total of 37.6 9 hours rendering services in this category, for which PwC seeks compensation of $17,404. A 10 summary of the PwC professionals who rendered services in this category and the corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 12 set forth a detailed description of the services rendered are filed concurrently herewith.
13 Services rendered by PwC in this category included:
14 15 a) PwC analyzed various Debtor motions to assume Qualified Facility 16 ("QF") and other executory contracts.
17 b) PwC analyzed various QF settlement scenarios to determine the impact on 18 the Debtor's projected cash position and cash flows.
19 20 This work involved review of proposed QF settlement agreements, and 21 negotiations with the Debtor on structures for assumption and modification of these executory 22 contracts. The more than 300 QF generators supply approximately 1/3 of the power PG&E 23 delivers to its customers, and pre-petition claims approximated $1 Billion. PwC's. work in this 24 area helped the Committee to understand the financial consequences of the proposed settlements 25 and whether to support or reject the Debtor's proposed settlement agreements.
26 27 28 18
(I - U7.L. C'+/-. I - uN - -
I *. xtranet vveo ebiz vevelopment and Maintenance ttategory 9).
2 During the Second Application Period, PwC professionals spent a total of 2.6 hours6.944444e-5 days <br />0.00167 hours <br />9.920635e-6 weeks <br />2.283e-6 months <br /> rendering services in this category, for which PwC seeks compensation of $570. A 4 summary of the PwC professionals who rendered services in this category and the corresponding.
5 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 6 set forth a detailed description of the services rendered are filed concurrently herewith.
7 8 Services rendered by PwC in this category included:
a) PwC maintained an Extranet site for use by the Committee to allow for the 10 easier transfer of information related to the case.
il 12 This effort has provided a Committee with an efficient central repository of 13 financial and legal data, links to key internet sites, and a central communication channel for 14 Committee activities. PwC has voluntarily written-off $27,150 in extranet programming 15 expenses that were incurred in the First Interim Fee Application Period, but for which PwC did 16 not receive a bill until September 2001.
17 10. Fee Application (Category 10).
18 19 During the Second Application Period, PwC professionals spent a total of 137.2 20 hours rendering services in this category, for which PwC seeks compensation of $43,403. A 21 summary of the PwC professionals who rendered services in this category and the corresponding 22 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 23 sets forth a detailed description of the services rendered are filed concurrently herewith.
24 Services rendered by PwC professionals in this category included:
25 26 a) Time spent preparing PwC's First Interim Fee Application and the 27 monthly Cover Sheet Applications for Allowance and Payment of Interim Compensation and 28 Reimbursement of Expenses in accordance with the requirements established by the United 19
1 States Bankruptcy Code, the Court and the U.S. Trustee. Time expended preparing this Second 2 Interim Application will be reported in the next interim fee statement. PwC has voluntarily 3 written off compensation requested for this task category in the August through November 4 Cover Sheet Applications of $37,130.
5
- 11. FERC (Category 11).
6 7 During the Second Application Period, PwC professionals spent a total of 24.1 8 hours rendering services in this category, for which PwC seeks compensation of $10,471. A 9 summary of the PwC professionals who rendered services in this category and the corresponding 10 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 11 sets forth a detailed description of the services rendered is filed concurrently herewith.
12 Services rendered by PwC professionals in this category included:
13 14 a) PwC monitored FERC proceedings to determine the potential financial 15 impact of regulatory proceedings on the Debtor's Estate, including possible changes in rates, 16 generator refunds, and settlement of the California PX/Generator claims.
17 b) PwC reported findings and analysis on FERC proceedings to the 18 Committee.
19 20 This analysis and monitoring, in concert with regulatory counsel for the 21 Committee, has been critical to assessment of potential refunds on claims which may be awarded 22 to PG&E, potentially reducing the pre-petition obligations, and analyzing the potential claim 23 PG&E will have from the settlement Generator claims against the now defunct California Power 24 Exchange. We have also advised the Committee with respect to the impact of FERC market price 25 caps and the impact of the retroactive application of those caps to the PX, ISO and DWR 26 purchases as they may affect the Debtor.
27 28 20
1 14. r iuancial Grid Loau vtoudUing tkategory 11).
2 During the Second Application Period, PwC professionals spent a total of 13.1 hours1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br /> rendering services in this category, for which PwC seeks compensation of $5,999.
A 4 summary of the PwC professionals who rendered services in'this category and the corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 6 sets forth a detailed description of the services rendered is filed concurrently herewith.
7 8 Services rendered by PwC professionals in this category included:
a) PwC updated its model to simulate the load grid balance of electrical 10 power across the state with updated energy price forecasts received from LCG consulting.
11 12 As the information flow from the Debtor to the Creditors Committee has 13 improved greatly since the beginning of the case, PwC no longer has needed to maintain a 14 separate load grid model, and has instead analyzed and utilized the Debtor's assumptions of the 15 load grid balance and related costs in our financial modeling. The work previously performed in 16 this task category has served to verify the validity of the Debtor's assumptions in its Load Grid 17 model, and as the backbone for the financial modeling of the Debtors operations and cash flows 18 in the financial statement modeling task code to assess various plan alternatives.
19 13. Financial Statement Modeling (Category 13).
20 21 During the Second Application Period, PwC professionals spent a total of 354.3 22 hours rendering services in this category, for which PwC seeks compensation of $133,198. A 23 summary of the PwC professionals who rendered services in this category and the corresponding 24 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 25 sets forth a detailed description of the services rendered is filed concurrently herewith.
26 Services rendered by PwC professionals listed in this category included:
27 28 a) PwC updated and continued to revise its in-depth model that portrays the 21
1 Debtor's proposed plan of reorganization and allows for the running of scenario analysis to test 2 the financial impact of various changes in the Debtor's operating assumptions.
3 b) PwC performed an in-depth review of the plan of reorganization's 4
financial projections for each disaggregated entity and verified the allocation of assets, revenues 5
and expenses in the Debtor's proposed plan to publicly available data in the Debtor's SEC and 6
FERC filings.
7 8 c) PwC performed various other financial analysis of the Debtor's operations 9 and proposed plan settlements, including an analysis of the settlement agreement proposed for 10 LC backed bonds, a comparison of PG&E and Southern California Edison's cost of service and 11 the recovery the creditors would receive if a similar agreement to the one reached between SCE 12 and the CPUC was offered to PG&E.
13 This financial modeling effort has enabled the Committee to assess the feasibility 14 of the Debtor's proposed plan of reorganization and potential alternatives to the Plan. This 15 model has also been utilized as an integral tool in our top-level valuation efforts to assess value 16 of various segments of the Debtors business and operations.
17 18 14. Financial Statements (Category 14).
19 During the Second Application Period, PwC professionals spent a total of 68.7 20 hours2.314815e-4 days <br />0.00556 hours <br />3.306878e-5 weeks <br />7.61e-6 months <br /> rendering services in this category, for which PwC seeks compensation of $22,913. A 21 summary of the PwC professionals who rendered services in this category and the corresponding 22 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 23 sets forth a detailed description of the services rendered is filed concurrently herewith.
24 25 Services rendered by PwC professionals in this category included:
26 a) PwC reviewed the Debtor's historical financial statements, including SEC 27 and FERC filings.
28 22
1 b) PwC used its research of the Debtor's historical performance in 2 performing various financial analyses on the Debtor's financial condition and ability to 3 reorganize.
As a regulated utility, the Debtor's financial statement filings include submissions 5
to the SEC, FERC, and the CPUC that outline the accounting for GAAP (generally accepted 6 accounting principals) presentation and regulatory accounting purposes. These financial 7 statements present voluminous information on the historical performance and financial health of 8 the Debtor. PwC reviewed certain public filings to verify financial projections in the plan of reorganization and to summarize the financial performance of the utility post-petition for the 10 creditors committee.
11 12 15. General Committee Matters (Category 15).
13 During the Second Application Period, PwC professionals spent a total of 281.9 14 hours rendering services in this category, for which PwC seeks compensation of $151,855. A 15 summary of the PwC professionals who rendered services in this category and the corresponding 16 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 17 sets forth a detailed description of the services rendered is filed concurrently herewith.
18 19 Services rendered by PwC professionals listed in this category included:
20 a) PwC prepared for and attended numerous meetings and conference calls 21 including the full Committee on various issues, including general case administration, financial 22 issues, regulatory issues, litigation issues and Plan issues.
23 24 b) PwC personnel prepared for and participated in various formal and 25 informal conference calls between Committee members, Committee working group members, 26 Committee advisors and PG&E regarding the financial impact of various motions brought by 27 PG&E, the proposed plan of reorganization and other issues surrounding the Debtor's estate.
28 23
I c) PwC prepared numerous presentations for distribution to the Committee 2 regarding a the financial impact of various matters affecting the Debtor's Estate, and addressed 3 questions from individual creditors on aspects of the Plan of Reorganization.
As has been mentioned earlier, the Committee has participated in a significant 5
number of meetings and conferences to address the volume of issues facing the Debtor and to 6 accelerate the process of reorganization of this Debtor. PwC has structured its team into subgroups with partners and staff splitting responsibility for various areas.
This category 8 captures the time spent associated with the myriad of meetings and conferences that PwC -has 9participated in which do not address any one particular task code topic. PwC has attempted to 10 minimize the participation of more than one or two professionals in these meetings and conferences, but in many cases, the variety and complexity of the issues addressed, the speed 12 with which activities in the case have progressed, and the particular specialties of the PwC 13 professionals involved have dictated the need to have more than one or two professionals in 14 attendance. For meetings where more than two PwC professionals were present, Exhibit 4 15 summarizes the role of each team member and the purpose of their involvement at the meeting.
16 17 16. Legislative Review (Category 16).
18 During the Second Application Period, PwC professionals spent a total of 29.6 19 hours rendering services in this category, for which PwC seeks compensation of $12,522. A 20 summary of the PwC professionals who rendered services in this category and the corresponding 21 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 22 sets forth a detailed description of the services rendered is filed concurrently herewith.
23 24 Services rendered by PwC professionals listed in this category included:
25 a) PwC performed a general review and analysis of financial implications of 26 potential and passed legislation affecting the Debtor's estate.
27 28 This utility bankruptcy has involved not just the interplay of the Debtor, creditors 24
1 and regulators, but has also drawn in the legislative element as the governor and state legislators 2 seek a resolution to the crisis that affected the energy supply in California. PwC has monitored, 3 in concert with Saybrook Capital representatives, the various alternatives being presented by the 4 governor and legislators to assess if these may serve as a proxy for a plan of reorganization for 5 PG&E, and to determine if any of these proposals-would have detrimental impact to the Debtor 6 or the Debtor's proposed Plan of Reorganization.
- 17. Other (Category 17).
8 9 During the Second Application Period, PwC professionals spent a total of 15.0 10 hours rendering services in this category, for which PwC seeks compensation of $4,066. A 11 summary of the PwC professionals who rendered services in this category and the corresponding 12 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 13 sets forth a detailed description of the services rendered is filed concurrently herewith.
14 Services rendered by PwC professionals listed in this category included:
15 16 a) PwC performed other tasks inherent in the administration of the case.
17 These tasks did not consume sufficient time to warrant separate task classification. Other tasks 18 include internal PwC status meetings, project staffing, organizing document database, research 19 on the rumored sale of SCE to City Light, and other tasks inherent in case administration.
20 18. Plan of Reorganization/Negotiations (Category 18).
21 22 During the Second Application Period, PwC professionals spent a total of 335.8 23 hours rendering services in this category, for which PwC seeks compensation of $169,914. A 24 summary of the PwC professionals who rendered services in this category and the corresponding 25 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 26 sets forth a detailed description of the services rendered is filed concurrently herewith.
27 Services rendered by PwC professionals listed in this category included:
28 25
1 a) PwC assisted the Committee in negotiations with the Debtor surrounding 2 its proposed plan of reorganization.
3 b) PwC personnel prepared for and participated in numerous meetings with 4
Committee members, Committee Advisors, the Debtor, and the Debtor's advisors to obtain 5 background information and support of the Debtor's proposed plan of reorganization.
6 c) PwC analyzed and summarized the financial aspects of the proposed Plan 7
8 of Reorganization and presented our analysis to the Committee.
9 d) PwC reviewed the Disclosure Statement and Bilateral agreements to 10 insure consistency between the details in these documents and the supporting plan projections.
11 12 Despite the size and scale of this bankruptcy proceeding, the Committee and 13 Debtor have quickly moved to implement the optimal plan of reorganization for stakeholders.
14 This has involved fast-track efforts that have incorporated all elements of the work that PwC has 15 performed on behalf of the Committee, enabling a continuous engagement and review of 16 underlying detail of all plan assumptions. This effort has involved numerous senior resources of 17 the PwC team in review and negotiation of plan components. These efforts have been continuous 18 since June 2001 and have involved a collaborative sharing of confidential information and 19 strategies.
20
- 19. Professional Compensation Matters (Category 19).
21 22 During the Second Application Period, PwC professionals spent a total of 33.8 23 hours rendering services in this category, for which PwC seeks compensation of$15,528. A 24 summary of the PwC professionals who rendered services in this category and the corresponding 25 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 26 sets forth a detailed description of the services rendered is filed concurrently herewith.
27 Services rendered by PwC professionals listed in this category included:
28 26
1 a) PwC reviewed and responded to the US Trustee's objections to PwC's 2 First Interim Fee Application.
PwC has voluntarily written off compensation requested for this task category.
in the August through November Cover Sheet Applications of $7,699 related to time spent insuring 5
compliance with ethical wall and confidentiality agreements.
6 7 20. Subcommittee Matters (Category 20).
8 During the Second Application Period, PwC professionals spent a total of 235.6 9
hours rendering services in this category, for which PwC seeks compensation of $86,162. A 10 summary of the PwC professionals who rendered services in this category and the corresponding amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 12 sets forth a detailed description of the services rendered is filed concurrently herewith.
13 14 Services rendered by PwC professionals listed in this category included:
15 16 a) PwC prepared for and participated in numerous meetings and 17 teleconferences with the Committee's Financial, Regulatory/Legislative, and Litigation 18 subcommittees 19 b) At the request of the Committee, PwC analyzed and critiqued the fee 20 applications of the Debtor's professionals and presented our findings to the Committee.
21 22 PwC has served as an active coordinator of the Financial and Regulatory 23 committees with Saybrook and Milbank. This distribution of work among the Committee 24 members has enabled coordinated direction and accelerated completion of many of the tasks 25 outlined above.
26 21. Tax Matters (Category 21).
27 28 During the Second Application Period, PwC professionals spent a total of 198.5 27
I hours rendering services in this category, for which PwC seeks compensation of $86,642. A 2 summary of the PwC professionals who rendered services in this category and the corresponding 3 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 4 sets forth a detailed description of the services rendered is filed concurrently herewith.
5 Services rendered by PwC professionals listed in this category included:
6 7 a) PwC reviewed, analyzed and summarized the tax consequences to the 8 Debtor and the Creditors of the proposed plan of reorganization.
b) PwC discussed and analyzed key elements of the Debtor's pending IRS 10 ruling request to determine the likelihood of the Debtor receiving a favorable ruling on the tax treatment of the plan of reorganization.
12 13 PwC researched and summarized the key tax issues of the Plan of reorganization 14 for the Committee and the likelihood the proposed spin-off will be consummated without 15 significant tax liabilities to either the Debtor or the creditors. The key risks of an unfavorable 16 ruling were highlighted for the creditors to enable them to assess the feasibility of the plan 17 receiving favorable tax treatment. The extensive conversations between PwC and the Debtor's 18 tax professionals also assisted the Debtor in crafting and articulating its argument for the IRS 19 ruling request.
20 22. Travel Time (Category 22).
21 22 During the Second Application Period, PwC professionals spent a total of 5.0 23 hours rendering services in this category, for which PwC seeks compensation of $2,585. A 24 summary of the PwC professionals who rendered services in this category and the corresponding 25 amount of fees requested is included in Exhibit "2." The Billing Report for this category, which 26 sets forth a detailed description of the services rendered is filed concurrently herewith.
27 Services rendered by PwC professionals listed in this dategory included:
28 28
1 a) This category includes the time required for PwC professionals based 2 outside of Sah Francisco to travel to the city to assist in the case after September 11, 200 1. PwC 3 has voluntarily written off compensation requested for this task category in the August through 4 November Cover Sheet Applications of $7,735 related to travel time before September 11.
5 V.
6
SUMMARY
OF ACTUAL AND NECESSARY EXPENSES INCURRED BY PWC 7
8 PwC maintains records of all actual and necessary out-of-pocket expenses 9 incurred and typically charged in connection with rendering professional services to its clients in 10 the ordinary course of its business practice. As is typical of PwC's practice when representing I creditor committees, PwC has reduced to cost or not charged certain of these out-of-pocket 12 expenses to the estate in accordance with the UST Guidelines and the Court Guidelines and to 13 ensure the reasonableness of PwC's fee and expense request. Specifically, PwC has voluntarily 14 reduced its expenses by a total of $30,574, representing a reduction of approximately 37%. As 15 previously stated, $21,750 of the expense write-offs related to extranet programming fees. A 16 brief explanation of certain costs incurred and charged to the estate is set forth below:
17 (a) PwC does not charge its clients for photocopying done in-house; copying 18 done by third-party services is charged at cost; 19 20 (b) PwC charges its clients for document retrieval services, computer research 21 and other specialized searches and services, such as messengers and library retrievals, at cost; 22 (c) PwC charges its clients for mileage ($0.345 per mile, if sought) and 23 parking costs incurred by its professionals in connection with services rendered, at cost; 24 25 (d) PwC charges its clients for transportation and travel-related costs 26 including out-of-town meals, excluding lunches, incurred by its professionals when working on 27 specific client matters, at cost; and 28 29
I (e) PwC normally charges its clients for the cost of overtime and weekend 2 meals and trahsportation when pressing client matters require the professional to work past 3 normal office hours; however, in accordance with the UST Guidelines and the Court Guidelines, 4 no such charges are included in this Second Interim Application.
VI.
6 COMPENSATION REQUESTED AND RELEVANT LEGAL STANDARD 7
8 To grant a request for compensation pursuant to Bankruptcy Code section 330, 9 the Court must find that such request is reasonable. The reasonableness of a compensation 1471 (9dh 10 request is determined by the "lodestar" method. See In re Yermakov, 718 F.2d 1465, 11 Cir. 1983). Under the lodestar approach, "reasonable" compensation is calculated by In 12 multiplying the number of hours reasonably expended by the hourly rate of the professional.
that the 13 re Rheuban, 121 B.R. 368, 383 (Bankr. C.D. Cal. 1990). There is a strong presumption 14 lodestar product is reasonable under Bankruptcy Code section 330. See In re Drexel Burnham 15 Lambert Group. Inc., 133 B.R. 13, 22 (Bankr. S.D.N.Y. 1991).
16 The reasonableness of a professional's hourly rate is based on the cost for 17 comparable services charged in the area, in non-bankruptcy matters. See In re Yermakov, 718 18 F.2d at 1471. The reasonableness of the hours expended on a task is based on whether the 19 services provided were actual and necessary. See In re Nucorp Energy, Inc., 764 F.2d 655, 658 20 (9 th Cir. 1985).
21 22 PwC's fees are reasonable given the size and complexity of the bankruptcy case 23 and are commensurate with the fees that PwC has been awarded in comparable chapter 11 cases on a 24 and that accountants and financial advisors of comparable experience and expertise charge 25 regular basis to represent creditor committees in comparable chapter 11 cases. Accordingly, should be 26 utilizing the lodestar method, PwC's fee and expense request is reasonable and at 22.
27 allowed and paid pursuant to Bankruptcy Code section 330. See Drexel, 133 B.R.
28 30
1 2
3 VII.
4 CONCLUSION 5
For the reasons set forth above and pursuant to Bankruptcy Code sections 330 and 6 331, Bankruptcy Rule 2016, the Court Guidelines, the UST Guidelines and the standards adopted 7
by courts in awarding accountants' and financial advisors' fees and costs, PwC submits that the 8 fees for services rendered and costs and expenses incurred on behalf of the Committee during the 9
Second Application Period in the total amount of $1,320,839 are reasonable and should be 10 allowed on an interim basis and paid in full.
11 12 No agreement or understanding of any kind or nature exists between PwC and any 13 other person or entity for the sharing, division, or payment of any portion of the compensation 14 awarded to PwC for services rendered or expenses incurred in connection with PwC's 15 representation of the Committee in the bankruptcy case, except as among the partners and 16 employees of PwC.
17 WHEREFORE PwC respectfully requests that this Court enter an order:
18 19 1. Approving this Second Interim Application in its entirety; 20 2. Approving an interim award of compensation in the amount of $1,268,134 21 for professional services rendered and reimbursement of costs and expenses incurred in the 22 amount of $52,705, for a total amount of $1,320,839.
23 24 3. Authorizing and directing PG&E to immediately pay to PwC the allowed 25 amounts, less any such amounts already paid pursuant to the-Order Establishing Interim Fee 26 Application and Expense Reimbursement Procedure; and 27 28 31
- 4. Granting such other and further relief as the Court deems just and proper.
1 2 DATED: January 14, 2002 Respectfully submitted.
3 PRICEWATERHOUSECOOPERS LLP 4
By:.
5 Thomas E. Lumsden 6 Accountants and Financial Advisors to Official Committee of Unsecured Creditors 7
8 9
10 11 12 13 14 15 16 17 18 19 20 21 22 23
.24 25 26 27 28 32
1 CERTIFICATION
- I, Thomas E. Lumsden, am the professional designated by PwC to ensure 2
compliance with the United States Bankruptcy Court Northern District of California Guidelines 3
for Compensation and Expense Reimbursement of Professionals and Trustee ("Court 4
Guidelines"). I certify that (a) I. have read the Second Interim Application; (b) to the best of my 5
knowledge, information and belief, formed after reasonable inquiry, the compensation and 6
expense reimbursement sought is in conformity with the Court Guidelines, except as specifically 7
noted in the Application; and (c) the compensation and expense reimbursement requested are 8
billed at rates, in accordance with practices, no less favorable than those customarily employed 9
by PwC and generally accepted by PwC's clients.
10 DATED: j Y 2-O______________
11 ThmsEVLrse 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 33
1 DECLARATION OF THOMAS E. LUMSDEN 2
I, Thomas E. Lumsden, declare:
3 4 1. I am over eighteen years of age and, if called upon, I could and would 5 testify competently to the matters set forth herein. I am a partner in the professional services 6 firm of PricewaterhouseCoopers LLP ("PwC"), accountants and financial advisors for the 7 Official Committee of Unsecured Creditors ("Committee") -in the Pacific Gas and Electric 8 Company ("PG&E") bankruptcy case, and one of the partners responsible for PwC's advisory 9 services of the Committee in PG&E's chapter Il case. In preparing this declaration, I have 10 relied on my personal knowledge and on my review of the billing records and files maintained by fl PwC in the ordinary course of business -and made by PwC professional staff substantially 12 contemporaneously with that person's performance of services or incurrence of costs on behalf 13 of the Committee.
14
- 2. This declaration is submitted in support of the "Second Application of 15 PricewaterhouseCoopers LLP For Allowance and Payment of Compensation And 16 Reimbursement of Expenses (August 1,2001 Through November 30, 2001)" (the "Second 17 Interim Application"). Capitalized terms not otherwise defined herein shall have the meanings 18 ascribed to them in the Second Interim Application. This Second Interim Application covers the 19 period from August 1, 2001 through and including November 30,2001 (the "Second Application 20 Period"). I have read the Second Interim Application and reviewed the exhibits thereto, and each 21 of the facts contained therein is true and correct.
22 23 3. PricewaterhouseCoopers LLP's Time Records Exhibit for the Period 24 August 1, 2001 to November 30, 2001, filed concurrently herewith, attaches true and correct 25 copies of records maintained by PwC in the ordinary course of PwC's business operations and 26 reflects entries that were made substantially contemporaneously with the rendering of the 27 services.
28 34
1 4. Pursuant to the Second Interim Application, PwC seeks allowance of 2 compensationi covering 3,173.5 hours5.787037e-5 days <br />0.00139 hours <br />8.267196e-6 weeks <br />1.9025e-6 months <br /> of professional time devoted to advising the Committee in 3 PG&E's bankruptcy case, resulting in the accumulation of $1,268,134 in fees for professional 4 services rendered and $52,705 for expenses incurred, for a total amount of $1,320,839.
5
- 5. It is PwC's normal business practice to charge its clients in full for 6
services rendered and for all actual and necessary costs and expenses incurred in connection with 7
such services. In compliance with the Court Guidelines and UST Guidelines, however, PwC has 8
voluntarily reduced its expenses incurred during the Second Interim Application Period by 9
$30,574 representing a reduction of approximately 37%. PwC has also voluntarily reduced its 10 fees for professional time by $52,564.
11 12 6. PwC received no pre-petition retainer in connection with this bankruptcy 13 case.
14
- 7. PwC has submitted monthly fee notices in accordance with the interim fee 15 procedures that were established by the Court. PwC has received payments totaling $959,704 in 16 connection with the Monthly Cover Sheet Applications covering the period August 1,2001 to 17 October 31, 2001, comprised of $910,617 in fees and $49,087 in expenses.
18 19 8. No agreement or understanding of any kind or nature exists between PwC 20 and any other person or entity for the sharing, division, or payment of any portion of the 21 compensation awarded to PwC for services rendered or expenses incurred in connection with 22 PwC's representation of the Committee in this chapter 11 proceeding, except as among the 23 partners and employees of PwC.
24
- 9. I am one of the designated professionals responsible for overseeing the 25 billing in this matter and for assuring compliance with the Guidelines of the Office of the United 26 States Trustee for the Northern District of California relating to billing (the "Guidelines").
27 Based upon my review of the Second Interim Application submitted by PwC for the Second 28 35
Application Period, I believe that the Second Interim Application complies with the Court 1
Guidelines afid the UST Guidelines.
2 3 10. Attached hereto as Exhibit "1" is a summary of the total hours expended, 4 billing rate, and fees incurred by each PwC professional during the Second Application Period.
5
- 11. Attached hereto as Exhibit "2" is a summary of each category of services, 6
setting forth the name of each professional who expended time in that category and the total 7
hours and amount billed by each professional in that category during the Second Application 8
Period.
9 10 12. Attached hereto as Exhibit "3" are Expense Summary and Expense Detail 11 reports by individual and itemized total expenses for which reimbursement is sought.
12
- 13. Attached hereto as Exhibit "4", is a summary of meetings that more than 13 two PwC professionals attended with a description of the relative importance of each team 14 member and the purpose of their involvement at the meetings.
15 16 14. Attached hereto as Exhibit "5", is a copy of the Declaration of Clara Yang 17 Strand, executed on January 11, 2002, in support of the Second Interim Application of 18 PricewaterhouseCoopers LLP.
19 I declare under penalty of perjury under the laws Of the United States of America 20 that the foregoing is true and correct.
21 22 Executed this 14th day of January, 2002 at San Francisco, C ifomia.
23 24 Thomas E. Lumsden 25 26 27 28 36
PROOF OF SERVICE STATE OF CALIFORNIA4 COUNTY OF SAN FRANCISCO I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a party to the within action; my business address is 199 Fremont Street, 8h Floor, San Francisco, California.
On January 14, 2002, I served on the parties listed on the attached Service List, the foregoing document(s) described as:
SECOND INTERIM APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2001 THROUGH NOVEMBER 30, 2001); DECLARATION OF THOMAS E. LUMSDEN IN SUPPORT THEREOF X by placing the _ original X a true copy thereof enclosed in sealed envelopes addressed as stated on the attached service list:
(BY FEDERAL EXPRESS OVERNIGHT DELIVERY)
X Following ordinary business practices at the San Francisco office of PricewaterhouseCoopers LLP, I placed the sealed envelope(s) forcollection and mailing with Federal Express on that same day. I am readily familiar with the firm's practice for collection and processing of correspondence for mailing. Under that practice, such correspondence would be deposited with Federal Express on that same day, with postage thereon fiflly prepaid at San Francisco, California, in the ordinary course of business.
(FEDERAL) I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made.
Executed on January 14, 2002 San Francisco, California.
Susan Carney J Q v'C Type or Print Name Signature 01/14/02 9:53 AM
Proof of Service by Federal Express James L. Lopes, Esq.
Janet A. Nexon, Esq. Office of the U.S. Trustee Howard, Rice, Nemerovski, Canady, Falk & Rabkin Attn: Stephen Johnson Three Embarcadero Center, 7V Floor 250 Montgomery Street, Suite 1000 San Francisco, CA 94111-4065 San Francisco, CA 94104-3401
[Counsel to Debtor]
Robert Jay Moore Paul S. Aronzon Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street Los Angeles, CA 90017
[Counsel for Official Committee of Unsecured Creditors]
PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF SAN FRANCISCO I am employed in the County of San Francisco, State of California. I am over the age of 18 and not a party to the within action; my business address is 199 Fremont Street, 8t Floor, San Francisco, California.
On January 14, 2002, I served on the parties listed on the attached Service List, the foregoing document(s) without exhibits described as:
SECOND INTERIM APPLICATION OF PRICEWATERHOUSECOOPERS LLP FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2001 THROUGH NOVEMBER 30, 2001); DECLARATION OF THOMAS E. LUMSDEN IN SUPPORT THEREOF X by placing the - original 2 a true copy thereof enclosed in sealed envelopes addressed as stated on the attached service list:
(BY MAIL)
X Following ordinary business practices at the San Francisco office of PricewaterhouseCoopers LLP, I placed the sealed envelope(s) for collection and mailing with the United States Postal Service on that same day. I am readily familiar with the firm's practice for collection and processing of correspondence for mailing. Under that practice, such correspondence would be deposited with the United States Postal Service on that same day, with postage thereon fully prepaid at San Francisco, California, in the ordinary course of business..
(FEDERAL) I declare that I am employed in the office of a member of the bar of this court at whose direction the service was made.
Executed on January 14, 2002 San Francisco, California.
Susan Carney __
Type or Print Name Signature 01/14/02 9:51 AM
SPECIAL NOTICE LIST As of January 9, 2002 Aron M. Oliner Buchalter, Nemer, Fields & Younger 333 Market Street San Francisco, California 94105
[Counsel for CSAA and MBIA Insurance Corporation]
Adam A. Lewis Morrison & Foerster 425 Market Street, 33rd Floor San Francisco, California 94105
[Counsel for El Paso, Idaho Power]
Adolfo M. Corona Dowling, Aaron & Keeler 6051 North Fresno Street, Suite 200 Fresno, California 93710
[Counsel for Westcal, Inc.]
Adrienne Vadell Sturges Sodexho Marriott Services, Inc.
9801 Washingtonian Boulevard, 12th Floor Gaithersburg, MD 20878 Alan Kolod Moses & Singer LLP 1301 Avenue of the Americas 40th Floor New York, NY 10019
[Counsel for Bankers Trust Company]
Alan Z. Yudowsky Anne E. Wells Stroock & Stroock & Lavan LLP 2029 Century Park East, Suite 1800 Los Angeles, California 90067
[Counsel for Sempra Energy Trading Corp]
Alex Malder Calpine Greenleaf, Inc.
P.O. Box 11749 Pleasanton, California 94588 Alexis S. Coll Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, California 94117
[Counsel for Lehman Commercial Paper, Incl]
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Allan H. Ickowitz Donna M. Balbin Nossama, Guthner, Knox & Elliott 445 South Figueroa Street, 31st Floor Los Angeles, California 90071
[Counsel for City of Redwood City, California]
Amy Hallman Rice Dorsey & Whitney LLP Pillsbury Center South 220 South Sixth Street Minneapolis, Minnesota 5540-1498
[Counsel for U.S. Bank Trust National Association]
Andrew N. Chau 1177 West Loop South, Suite 900 Houston, Texas 77027 Angela M. Alioto Law Offices of Joseph L. Alioto and Angela Alioto 700 Montgomery Street San Francisco, California 94111
[Counsel for Frank Pinguelo]
Arlen Orchard Sacramento Municipal Utility District 6201 S. Street, Mail Stop B408 Sacramento, California 95817 Arnold Wallenstein ThermoEcotek Corporation 245 Winter Street, Suite 300 Waltham, MA 02154 Aron Mark Oliner Buchalter, Nemer, Fields & Younger, A Professional Corporation 333 Market Street, 29th Floor San Francisco, California 94105.
[Counsel for MBIA Insurance Corporation]
B.C. Barmann Senior County Counsel 1115 Truxtun Avenue, 4th Floor Bakersfield, California 93301
[Counsel for Kern County]
WD 042601/l-14199011gff/913334/vl 2
B.C. Barmann, Sr.
County Counsel Attn: Jerri S. Bradley, Deputy 1115 Truxtun Avenue, Fourth Floor Bakersfield, California 93301
[Counsel for Phil Franey, Treasurer/Tax Collector for Kern County]
Bank of America National Trust and Savings Association Attn: Peggie Sanders 1850 Gateway Boulevard Concord, CA 94520 Bank of America Attn: Clara Strand 555 South Flower Street Mail Code CA9-706-11-21 Los Angeles, CA 90071 Bank One Corporate Trust Administration Attn: Janice Ott Rotunno Mail Code IL1-0126 1 Bank One Plaza Chicago, IL 60670-0126 Bank One, NA Attn: Robert G. Bussa, Jane Bek Energy & Utilities Mail Code IL 1-0363 Bank One Plaza Chicago, IL 60670 Bankers Trust Co. of California, NA Structured Finance Group Attn: Peter Becker 4 Albany St., 10th Floor New York, NY 10006 Bankers Trust C6.
Trustee Corp. Trust Safet Kalabovic 4 Albany Street, 4th Floor New York, NY 10006 Bankers Trust Company Corporate Trust Services Attn: Safet Kalabovic 4 Albany Street, 4th Floor New York, NY 10006 WD 042601/1-1419901/gff/913334/vl 3
Ben Whitwell Whitwell & Emhoff LLP 202 N. Canon Drive Beverly Hills, California 90210
[Attorney for California Power Exchange]
Bennett G. Young LeBoeuf, Lamb, Greene & MacRae, LLP One Embarcadero Center, Suite 400 San Francisco, California 94111
[Counsel for Enron North America Corp and Enron Canada Corp.]
Beth Smayda, Director MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Bill Wong AMROC Investments, LLC 535 Madison Avenue, 15th Floor New York, NY 10022 BMO Nesbitt Bumns Attn: John Harche 700 Louisiana, Suite 4400 Houston, TX 77002 BNP Paribas Attn: Mark Ranaud 787 7th Avenue, 31st Floor New York, NY 10019 BNY Western Trust Company Attn: Rose Ruelos, Corp. Trust Administration 550 Kearny St., Suite 600 San Francisco, CA 94108-2527 BNY Western Trust Company Atn: Rose Ruelos, Corp. Trust Administration 550 Kearny St., Suite 600 San Francisco, CA 94108-2527' BNY Western Trust Attn: Mr. Todd Duncan 700 South Flower, 5th Floor Los Angeles, CA 90017 WD 042601/1-1419901/gff/913334/vl 4
BP Energy Co Attn: Louis Anderson 501 Westlake Park Blvd Houston, TX 77079 BP Energy Company 501 Westlake Park Boulevard Houston, Texas 77079 Attn: Ken McClanahan Brian L. Holman White & Case LLP 633 West Fifth Street, 19th Floor Los Angeles, California 90071
[Counsel for Mirant Corporation]
Bruce Bennett, Esq.
Bennett J. Murphy, Esq.
Hennigan Bennett & Dorman 601 South Figueroa St., Suite 3300 Los Angeles, CA 90017
[Counsel for Sempra and Southern California Gas Company]
Bruce R. Worthington Senior Vice President and General Counsel PG&E Corp.
One Market, Spear Tower, Room 2426 San Francisco, California 94105 Bruce W. Leaverton Mary Jo Heston Lane Powell Spears Lubersky LLP 1420 Fifth Avenue, Suite 4100 Seattle, WA 89101
[Counsel for Mid-Set Cogen. , Coalinga Cogen. Co., Salinas River Cogen Co., and Sargent Canyon Cogen. Co.]
Bryan Krakauer, Esq.
Sidley & Austin One First National Plaza Chicago, IL 60603 (Attorney for Bank of America, Admin. Agent)
Bryant Danner Southern California Edison 2244 Walnut Grove Ave.
Rosemead, CA 91770 WD 042601/1-1419901/gff/913334/vl 5
Cahal B. Carmody Bank of Montreal 4400 Nations Bank Building 700 Louisiana Street Houston, TX 77002 California Farm Bureau Federation 2300 River Plaza Drive Sacramento, California 95833 California Independent System Op.
Margaret A. Rostker P.O. Box 639014 Folsom, CA 95630-9017 California Independent System Operator Attn: Margaret A. Rostker 151 Blue Ravine Rd.
Folsom, CA 95630 California Power Exchange Attn: Lynn Miller 1000 S. Freemont Ave., Bldg. A9 Alhambra, CA 91803-4737 California Power Exchange Attn: Lynn Miller 200 S. Los Robles Avenue Suite 400 Pasadena, CA 91101-2482 California Power Exchange Lynn Miller 1000 S. Freemont Avenue, Bldg A9 Alhambra, CA 91803-4737 California Public Utilities Commission Alan Komberg, Esq.
Paul, Weiss, Rifkind, Wharton& Garrison 1285 Avenue of the Americas New York, NY 10019-6064 (Attorney for California Public Utilities Commission)
California Public Utilities Commission Attn: General Counsel 505 Van Ness Avenue San Francisco, CA 94102 WD 042601/1-1419901/gff/913334/vl 6
California State Board of Equalization PO Box 942879 Sacramento, CA 94279-8063 California State Lands Commission Attn: James Frey 100 Howe Avenue, Suite 100 South Sacramento, California 95825 Calpine Gilroy Cogeneration LP Robert Brown 1400 Pecheco Pass Highway, Gate 1 Gilroy, California 95020 Calpine Gilroy Cogeneration LP Robert Brown Pennzoil Building 700 Milam Street, Suite 800 Houston, TX 77002 Calpine Greenleaf Inc.
P.O. Box 3330 Yuba City, California 95992 Calpine Greenleaf, Inc.
6700 Knoll Center Parkway Suite 200 Pleasanton, California 94566 Calpine Pittsburg Power Plant Zahir Ahmadi 50 W. San Fernando St.
San Jose, CA 95113 Carl A. Eklund LeBoeuf, Lamb, Greene & MacRae, LLP 125 West 55th Street New York, NY 10019
[Counsel for Enr6n North America Corp and Enron Canada Corp.]
Carla Batchler Trust Department Bank of Cherry Creek 3033 East 1st Avenue Denver, Colorado 80206 WD 04260O/l-1419901/gff/913334/vl 7
Catherine S. Krug National City Bank of Indiana 101 West Washington Street Suite 655-South Indianapolis, Indiana 46255
[Successor Indenture Trustee]
Chaim J. Fortgang, Esq.
Richard G. Mason, Esq.
Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019
[Counsel for Unofficial Committee of Pacific Gas & Electric Company First Mortgage Bondholders]
Philip S. Warden Andrea S. Wirum Pillsbury Winthrop LLP P.O. Box 7880 San Francisco, California 94120-7880
[Counsel for Chevron U.S.A. Production Co.]
Christine C. Yokan General Electric Capital Business Asset Funding Corp.
10900 N.E. 4th Street, Suite 500 Bellevue, Washington 98004 Christopher Beard Beard & Beard 306 N. Market Street Frederick, MD 21701 Christopher R. Belmonte Satterlee Stephens Burke & Burke LLP 230 Park Avenue New York, NY 10169
[Counsel for Moody's Investors Service]
Chritine C. Yokan General Electric Capital Business Asset Funding Corporation 10900 N.E. 4th Street, Suite 500 Bellevue, Washington 98004 City of San Leandro c/o Jeffrey H. Goldfien Meyers, Nave, Riback, Silver & Wilson 777 Davis Street, Suite 300 San Leandro, California 94577 WD 042601/1-1419901/gff/913334/vl 8
City of St. Francis Attn: Steve Bjork P.O. Box 730 St. Francis, MN 55070 Coast Energy Canada Inc.
530 8th Avenue S.W.
Suite 920 Calgary, Alberta Canada T2P 3S8 Attn: Caroline Pitre Coast Energy Group, A Division of Cornerstone Propane, L.P.
1600 Highway 6, Suite 400 Sugarland, TX 77478 Attn: Ruben Alonso Cook Inlet Energy Supply 10100 Santa Monica Blvd., 25h Floor Los Angeles, CA 90067 Attn: Hans 0. Saeby Craig H. Millet Gibson Dunn & Crutcher LLP Jamboree Center 4 Park Plaza, Suite 1400 Irvine, California 92614
[Counsel for Tucson Electric Power Company]
D. Cameron Baker City Attorney City and County of San Francisco, City Hall, Room 234 1 Dr. Carlton B. Goodlett Place San Francisco, California 94102 D. Cameron Baker City Attorney L. Joanne Sakai Theresa Mueller City Hall, Room 234 One Dr. Carlton B. Goodlett Place San Francisco, California 94102
[Counsel for the City and County of San Francisco]
DACA V, LLC Attn: Julie Bubnack 2120 W. Washington Street San Diego, California 92110 WD 042601/1-1419901/gff/913334/vl 9
Dale W. Mahon 9951 Grant Line Road Elk Grove, California 95624
[Counsel for Mutual Hydro]
Dana Gordon Quanta Services, Inc.
1360 Post Oaks Boulevard, Suite 2100 Houston, Texas 77056 Daniel A. DeMarco David T. Graham Hahn Loeser & Parks LLP 21 East State Street, Suite 1050 Columbus, Ohio 43215
[Counsel for Twenty-First Century Communications]
Daniel D. Ganter, Jr.
Barna, Guzy & Steffen, Ltd.
400 Northtown Financial Plaza Minneapolis, MN 55433 Daniel H. Slate Deborah Fried-Rubin Hughes Hubbard & Reed LLP One Battery Park Plaza New York, NY 10004
[Counsel Viacom Inc.]
Daniel H. Slate Noah Graff Hughes Hubbard & Reed LLP 350 South grand Avenue, 36th Floor Los Angeles, California 90071
[Counsel Viacom Inc.]
Daniel M. Pelliccioni Julia W. Brand Katten Muchin Zivis 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067
[Proposed Counsel for Official Committee of Unsecured Creditors]
Daniel P. Ginsberg Howard S. Beltzer White & Case LLP 1155 Avenue of the Americas New York, NY 10036
[Counsel for Deutch Bank AG, New York Branch]
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Daniel R. Murray Vincent E. Lazar Jenner & Block, LLC One IBM Plaza Chicago, IL 60611 Daren R. Brinkman Brinkman & Associates 800 Wilshire Boulevard, Suite 950 Los Angeles, California 90017
[Counsel for TransAlta Energy]
David A. Burns Baker Botts LLP One Shell Plaza 910 Loiusiana Houston, TX 77002
[Counsel for Reliant Energy, Inc.]
David A. Gill Richard K. Diamond Danning, Gill, Diamond & Kollitz LLP 2029 Century Park East, Third Floor Los Angeles, California 90067
[Counsel for Interested Party, Department of Water and Power]
David Boies Christopher A. Boies Philip C. Korologos Boies, Schiller & Flexner LLP 80 Business Park Drive, Suite 110 Armonk, New York 10504
[Counsel for POSDEF Power Company, L.P.]
David Fallek McCutchen, Doyle, Browne & Enersen LLP Three Embarcadero Center San Francisco, California 94111
[Counsel for Shefyl Gusset]
David Gould McDermott, Will & Emery 2049 Century Park East, 34th Floor Los Angeles, California 90067
[Counsel for Morgan Stanley Capital Group Inc.]
David H. Ford David Kovner OZ Management LLC 9 West 57th Street, 39th Floor New York, NY 10019 WD 04260I/1-1419901/gff/913334/vt I1I
David J. Hankey Gohn, Hankey & Stichel LLP Suite 1520, The Fidelity Building 210 North Charles Street Baltimore, Maryland 21201
[Counsel for Corestaff Services (California), Inc.]
David L. Ronn Mayer, Brown & Platt 700 Louisiana, Suite 3600 Houston, Texas 77002
[Counsel for Cook Inlet Energy Supply]
David Neale Levene, Neale, Bender, Rankin & Brill LLP 1801 Avenue of the Stars, Suite 1120 Los Angeles, California 90067
[Counsel for California Independent System Operator, Inc.]
David R. Frank Office of the City Attorney 411 Main street P.O. Box 3420 Chico, California 95927 David S. MacCuish Andrew M. Gilford Weston, Benshoof, Rochefort 444 South Flower Street, Forty Third Floor Los Angeles, California 90071
[Counsel for POSDEF Power Company, L.P.]
David T. Biderman Perkins Coie LLP 1620 26th Street, Sixth Floor Santa Monica, CA 90404-4013
[Counsel for Bank of Montreal]
Department of Justice U.S. Attorney's Office 450 Golden Gate Avenue Box 36055 San Francisco, CA 94102 Deutsche Bank AG New York Branch Attn: E.S. Media 31 West 52nd Street New York, NY 10019 WD 042601/1-1419901/gff/913334/v1 12
Deutsche Bank AG New York Branch Attn: John Quinn 31 West 52nd Street New York, NY 10019 Deutsche Bank New York Branch Attn: Will Christoph 130 Liberty Street, 31st Floor New York, NY 10006 Diane C. McKenzie Office of the Treasurer and Tax Collector County of San Bemardino 172 W. Third Street, Ist Floor San Bernardino, California 92415
[Secured Creditor County of San Bernardino, California]
DK Acquisition Partners, L.P.
c/o M.H. Davidson & Co.
885 Third Avenue, Suite 3300 New York, NY 10022 Attn: Tony Yoseloff Don Gaffney Snell & Wilmer LLP One Arizona Center 400 East Van Buren Phoenix, AZ 85004
[Counsel for Arizona Public Service Co.]
Douglas M. Butz Butz, Dunn, DeSantis & Bingham 101 West Broadway, Suite 1700 San Diego, California 92101 Douglas M. Foley McGuirewoods LLP 9000 West Main Street Norfolk, Virginia 23510
[Counsel for Siemens Westinghouse]
Douglas P. Bartner Andrew Tenzer Shearman & Sterling 599 Lexington Avenue New York, NY 10022
[Counsel for Citibank, N.A.]
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Duane H. Nelsen GWF Power Systems Company, Inc.
4300 Railroad Ave.
Pittsburgh, CA 94565-6006 Dulcie D. Brand Ricky L. Shackelford James L. Poth Jones Day Reavis & Pogue 555 West Fifth Street, Suite 4600 Los Angeles, California 90013
[Counsel for Williams Energy Services and Williams Energy Marketing]
Dulcie D. Brand Ricky L. Shackelford James L. Poth Jones Day Reavis & Pogue 555 West Fifth Street, Suite 4600 Los Angeles, California 90013
[Counsel for Public Utility District No. 2 of Grant County, WA]
Dynergy Canada Marketing & Trade 350 - 7th Avenue S.W.
Calgary, Alberta Canada, T2P 3N9 Attn: Steve Barron Dynergy Marketing & Trade 1000 Louisiana Street, Suite 5800 Houston, Texas 77002 Attn: Steve Barron E. Katherine Wells, Esq.
Staff Counsel South Carolina Department of Health and Environmental Control 2600 Bull Street Columbia, South Carolina 29201-1708 EDAW, Inc.
Brodie Stephens, Esq.
Corporate Counsel 753 Davis Street San Francisco, California 94111 Edward Curren The Babcock & Wilcox Company 20 S. Van Buren Avenue P.O. Box 351 Barberton, Ohio 44203 WD 042601/I-1419901/gff/913334/vi 14
Edward J. Tiedemann Kronick, Moskowitz, Tiedemann & Girard 400 Capitol Mall, 27nd Floor Sacramento, California 95814
[Counsel for Southern Joaquin Valley Power Authority]
Edwin Berlin Richard Wyron Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W.
Washington, DC 20007
[Counsel for California Independent System Operator, Inc.]
El Paso Merchant Energy Gas LP Darrel Rogers 1001 Louisiana Street Houston, TX 77002 El Paso Merchant Energy, L.P.
1010 Travis Street Houston, Texas 77002 Attn: John Harrison Elaine M. Seid McPharlin, Sprinkles & Thomas LLP 10 Alamaden Boulevard, Suite 1460 San Jose, California 95113
[Counsel for City of Santa Clara]
Ellen K. Wolf Michael S. Abrams Gilchrist & Rutter Wilshire Palisades Building 1299 Ocean Avenue, Suite 900 Santa Monica, California 90401
[Counsel for IBM Corporation]
Enron Canada Corporation 3500 Canterra Tower 400 3rd Ave. S.W.
Calgary, AB T2P 4H2 Canada Estela 0. Pino Cynthia E. Chisum Pino & Associates 1260 Fulton Avenue Sacramento, California 95825
[Counsel for Elliot Jones, Jr.]
WDo 42601/1-1419901/g1f913334/v1 15
Evan Hollander White & Case 1155 Avenue of the Americas New York, NY 10036
[Counsel for BNY Western Trust]
Evelyn H. Biery Corestaff Services (California), Inc.
Fulbright & Jaworski LLP 1301 McKinney, Suite 5 100 Houston, Texas 77010
[Counsel for Corestaff Services (California), Inc.]
Fernando De Leon Attorney at Law California Energy Commission 1516 9th Street, MS-14 Sacramento, California 95814 Franchise Tax Board PO Box 942857 Sacramento, CA 94257-2021 G. Larry Engel Roberto J. Kampfner Brobeck, Phleger & Harrison LLP One Market Spear Street Tower San Francisco, California 94105
[Counsel for City of Palo Alto and its municipality utility]
Gary P. Blitz Piper Marbury Rudnick & Wolfe LLP 1200 19th Street, N.W.
Washington, D.C. 20036
[Counsel for Certain Underwriters at Lloyd's and Interested Insurance Companies]
Geoffrey T. Holtz Randy Michelson McCutchen, Doyle, Brown & Enersen, LLP Three Embarcadero Center San Francisco, California 94111
[Counsel for Reliant Energy, Inc.]
George O'Brien Vice President and Treasurer Intecom, Inc.
5057 Keller Springs Road Addison, Texas 75001 WD 042601/1-1419901/gff/913334/vl 16
Geysers Power Company LLC Joe McClendon P.O. Box 11749 Pleasanton, CA 94588 Glenn M. Reisman Two Corporate Drive P.O. Box 861 Shelton, CT 06484
[Counsel for GE Power Systems and GE Supply Divisions]
Gordon P. Erspamer Morrison & Foerster LLP 101 Ygnacio Valley Road, Suite 450 P.O. Box 8130 Walnut Creek, California 94596
[Counsel for AES New Energy, Inc.]
Grant Kolling City of Palo Alto P.O. Box 10250 Palo Alto, California 94303 Gregory Clore Gnazzothill, A.P.C.
625 Market Street, Suite 1100 San Francisco, California 94105
[Counsel for Mid-Set Cogen. , Coalinga Cogen. Co., Salinas River Cogen Co., and Sargent Canyon Cogen. Co.]
Gregory W. Jones El Paso Merchant Energy 1001 Louisiana, Suite 2754B Houston, Texas 77002 GWF Power Systems LP 4300 Railroad Ave.
Pittsburg, CA 94565 H. Slayton Dabney McGuirewoods LLP One James Center 901 East Cary Street Richmond, Virginia 23219
[Counsel for Siemens Westinghouse]
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Harold L. Kaplan Jeffrey M. Schwartz Mark F. Hebbeln Gardner, Carton & Douglas 321 North Clark Street, 34th Floor Chicago, IL 60610
[Counsel for Indenture Trustee for 7.90% Deferrable Interest Subordinated Debendures Series A]
Heather Brown Williams Energy Marketing and Trading Co.
One Williams Center, Suite 4100 Tulsa, OK 74172 Heinz Binder Robert G. Harris Binder & Malter 2775 Park Avenue Santa Clara, California 95050
[Counsel for Corestaff Services (California), Inc.]
Hodgson Russ LLP Attn: Stephen L. Yonaty, Esq.
One M&T Plaza, Suite 2000 Buffalo, New York 14203 Howard J. Weg Peitzman, Glassman & Weg 1801 Avenue of the Stars, Suite 1225 Los Angeles, California 90067
[Counsel for Powerex Corp.]
Howard Susman Duckor Spralding & Metzger 401 West A Street, Suite 2400 San Diego, California 92101
[Counsel for Altamont - Midway, Ltd.]
Hydee R. Feldstein Cynthia M. Cohen Paul, Hastings, Janofsky & Walker LLP Twenty Third Floor 555 South Flower Street Los Angeles, California 90071
[Counsel for Rio Bravo Poso, Rio Bravo Rocklin, Rio Bravo Fresno and Malancha Hydro Limited Partnership; The Toronto-Dominion Bank]
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Hydee R. Feldstein Katherine A. Traxler Kelly Aran Paul, Hastings, Janofsky & Walker LLP Twenty Third Floor 555 South Flower Street Los Angeles, California 90071
[Counsel for Constellation Power Source, Inc.]
I. Richard Levy Gerard, Singer & Levick, P.C.
16200 Addison Road, Suite 140 Addison, Texas 75001
[Counsel for Babcock & Wilcox Company]
lathan T. Annand Pacific Gas and Electric Company 77 Beale Street San Francisco, California 94105 ICC Energy Corporation 302 N. Market Street, Suite 500 Dallas, TX 75202-1846 Attn: Karl Butler Internal Revenue Service Fresno, CA 93888 Internal Revenue Service Spec Proc / Bankruptcy 1301 Clay Street, Suite 1400 Oakland, CA 94612 Irving Sulmeyer Victor A. Sabn Frank V. Zerunyan Sulmeyer, Kupetz, Baumann & Rothman 300 South Grand Avenue, 14th Floor Los Angeles, California 90071
[Counsel for Certain California Counties with Claims against PG&E]
Isabelle M. Salgado General Attorney Pacific Telesis Group 2600 Camino Ramon, Room 4CS 100 San Ramon, California 94583 WD 042601/1-1419901/gff/913334/vl 19
J. Christopher Kennedy Irell & Manefla LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067
[Counsel for party in interest]
J. Christopher Kohn Tracy J. Whitaker Brendan Collins Civil Division Department of Justice P.O. Box 875 Ben Franklin Station Washington, D.C. 20044
[Counsel for United States of America]
J. Christopher Kohn Tracy J. Whitaker Brendan Collins Department of Justice 1100 L Street, N.W. Room 10004 Washington, D.C. 20005
[Counsel for United States of America]
J. Christopher Shore White & Case LLP 1155 Avenue of the Americas New York, NY 10036
[Counsel for Oildale Energy LLC]
J. Christopher Shore White & Case LLP 1155 Avenue of the Americas New York, NY 10036
[Counsel for Oildale Energy LLC, Wadham Energy LP, Martinez Cogen LP, KES-Kingburg LP]
J. Matthew Derstine Roshka Heyman & DeWulf PLC One Arizona Center 400 East Van Buren Street, Suite 800 Phoenix, AZ 85004
[Counsel for Tucson Electric Power Company]
James A. Reuben David Silverman Reuben & Alter LLP 235 Pine Street, Suite 1600 San Francisco, California 94104 WD 042601/i-1419901/gff/913334/vl 20
James E. Spiotto Ann Acker Chapman & Cutler 111 W. Monroe Street Chicago, IL 60603
[Counsel for Pacific Investment Management Company]
James L. Lopes Howard, Rice, Nemerovski, Canady, Falk & Rabkin Three Embarcadero Center, 7th Floor San Francisco, California 94111
[Counsel for Pacific Gas and Electric Company]
James Mori Mori & Associates 317 Noe Street San Francisco, California 94111
[Counsel for The City and County of San Francisco]
James R. Thompson Idaho Power Company 1221 W. Idaho Street Boise, Idaho 83702 James S. Monroe Nixon Peabody LLP Two Embarcadero Center, Suite 2700 San Francisco, California 94111
[Counsel for SPL WorkdGroup, Inc.]
Jane Castle Lehman Commercial Paper, Inc.
3 World Financial Center New York, NY 10285 Janine D. Bloch Preston Gates & Ellis LLP One Maritime Plaza, Suite 2400 San Francisco, Cdlifornia 94111.
[Counsel for PPL Montana, LLC, Utility Tree Service, Fabte Company]
Jeanne Miller Regency Centers, L.P.
Legal Department 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202 WD 042601/1-1419901/gff/913334/vl 21
Jeff St. Onge c/o Greg Baumann Bloomberg News 345 California Street San Francisco, California 94104 Jeffrey. D. Chansler Empire Blue Cross Blue Shield One World Trade Center, 28th Floor New York, NY 10048 Jeffrey M. Wilson Saybrook Capital LLC 303 Twin Dolphin Drive, Suite 600 Redwood City, California 94065
[Proposed Investment Banker to Committee]
Jeffrey N. Rich Kirkpatrick & Lockhart 1251 Avenue of the Americas, 45th Floor New York, NY 10020
[Counsel for Waddell & Reed Advisors]
Jeffry A. Davis Gray Cary Ware & Freidenrich LLP 401 B Street, Suite 1700 San Diego, California 92101
[Counsel for International Brotherhood of Electrical Workers, Local 47 and Local 1245]
Jennifer A. Merlo Bradley E. Pearce Moore & Van Allen, PLLC Bank of America Corporation Center 100 North Tryon Street, Floor 47 Charlotte, North Carolina 28202 Jeremiah F. Hallisey Hallisey & Johnson 300 Montgomery Street, Suite 538 San Francisco, California 94104 Joann Noble-Choder Viacom, Inc.
11 Stanwix Street Pittsburgh, PA 15222 JoAnn P. Russell Duke Energy Trading and Marketing LLC 10777 Westheimer, Suite 650 Houston, TX 77042 WD 042601/I-1419901/gff/913334/vL 22
Jody A. Meisel 2632 Larkin Street, Suite 0 San Francisco, California 94109
[Counsel for Frank Pinguelo]
John A. Vos, Attorney 1430 Lincoln Avenue San Rafael, CA 94901 John Chu Corporate Counsel Law Group LLP 417 Montgomery Street, 10th Floor San Francisco, California 94104
[Counsel for Bay Area Rapid Transit District]
John F. Shellabarger Carriage Homes, Inc.
Law Offices of John F. Shellabarger 928 Garden Street, Suite 3 Santa Barbara, California 93101
[Counsel for Carriage Homes, Inc.]
John G. Klaugberg LeBoeuf, Lamb, Greene & MacRae, LLP 125 West 55th Street New York, NY 10019
[Counsel for Enron North America Corp and Enron Canada Corp.]
John P. Dillman Linerbarger Heard Goggan Blair Graham Pena & Sampson, LLP P.O. Box 3064 Houston, TX 77253 John P. Hurt The Babcock & Wilcox Company 20 S. Van Buren Avenue P.O. Box 351 Barberton, Ohio 44203 John P. Melko Wendy K. Laubach Verter, Liipfert, Bernhard, McPherson and Hand 1111 Bagby, Suite 4700 Houston, TX 77002
[Counsel for Sacramento Municipal Utility District]
WD 042601/1-1419901/gff/913334/vi 23
John Robert Weiss Katten Muchin Zavis 525 West Monroe Street, Suite 1600 Chicago, IL 60661
[Proposed Counsel for Official Committee of Unsecured Creditors]
John T. Hansen Deborah H. Beck Nossaman, Guthner, Knox & Elliott 50 California Street, 34th Floor San Francisco, California 94111
[Counsel for Committee of PG&E Retirees and Survivors]
Jonathan Rosenthal Jon P. Schotz Jonathan Y. Thomas Saybrook Capital LLC 401 Wilshire Boulevard, Suite 850 Santa Monica, California 90401
[Proposed Investment Banker to Committee]
Jonathan S. Storper Hanson, Bridgett, Marcus, Vlahos & Rudy LLP 333 Market Street, Suite 2300 San Francisco, California 94105
[Counsel for Creditor Hanson, Bridgett, Marcus, Vlahos & Rudy LLP]
Joseph A. Eisenberg, Esq.
Jeffer, Mangels, Butler & Marmaro 2121 Avenue of the Stars, 10th Fl.
Los Angeles, CA 90067 (Attorney for California Power Exchange)
Joseph A. Eisenberg, P.C.
Victoria S. Kaufman Jeffer, Mangels, Butler & Marmaro LLP 2121 Avenue of the Stars, Tenth Floor Los Angeles, CA 90067
[Counsel for California Power Exchange Corp.]
Joseph J. Smolinski Chadbourne & Parke LLP 30 Rockefeller Plaza New York, NY 10112
[Counsel for El Dorado Hydro and Rock Cireek Limited Partnership]
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Juan C. Basombrio Kent J. Schmidt Dorsey & Whitney LLP 650 Town Center Drive, Suite 1850 Costa Mesa, California 92626
[Counsel for US Bank Trust National Association]
Julia Hill, County Counsel County of Santa Cruz Office of the Treasurer - Tax Collector 701 Ocean Street, Room 505 Santa Cruz, California 95060
[Counsel for County of Santa Cruz]
Kaaran E. Thomas Beckley Singleton Chtd.
530 Las Vegas Boulevard South Las Vegas, NV 89101 Karen Keating Jahr, County Counsel Michael A. Ralston, Assistant County Counsel 1815 Yuba Street, Suite 3 Redding, California 96001 Kathryn A. Coleman Desmond A. Coleman Gibson, Dunn & Crutcher LLP One Montgomery Street, Telesis Tower San Francisco, California 94104
[Attorney for Creditor Merrill Lynch, Pierce, Fenner & Smith]
KBC Bank Attn: Daniel To 515 So. Figueroa St., Suite 1920 Los Angeles, CA 90071 Kelly Greene McConnell Givens Pursley LLP 277 North 6th Striet, Suite 200 Boise, ID)83702
[Counsel for Windpower Partners, 1987, 1988, Altamond Winds, Inc.
Windworks, Inc.]
Kenneth A. Brunetti Miller & Van Eaton, LLP 400 Montgomery Street, Suite 501 San Francisco, California
[Counsel for Ubiquitel, Inc.]
WD 042601/1-1419901/gff/913334/vl 25
Kenneth M. Greene Carruthers & Roth PA Post Office Box 540 Greensboro, North Carolina 27402
[Counsel for Royal Insurance Company]
Kenneth N. Klee David M. Stem Michael L. Tuchin Michelle C. Campbell Klee, Tuchin, Bogdanoff& Stem LLP 1880 Century Park East, Suite 200 Los Angeles, California 90067
[Counsel for POSDEF Power Company, L.P.]
Kenneth N. Russak Pillsbury Winthrop LLP 725 South Figueroa Street, Suite 2800 Los Angeles, California 90017
[Counsel for Dynergy Power Marketing, Inc.; El Segundo Power LLC; Long Beach Generation LLC; Cabrillo Power I LLC; Cabrillo Power II, LLC; Dynergy Marketing & Trade LLC; West Coast LLC]
Kenneth R. Reynolds, Esq.
Kenneth R. Reynolds, Inc.
2020 Hurley Way, Suite 210 Sacramento, CA 95825
[Attorneys for Mountain Firewood and Hazard Tree]
Kevin K. Haah Ervin, Cohen & Jessup LLP 9401 Wishire Boulevard, 9th Floor Beverly Hills, California 90212
[Counsel for Ronald A. Katz Technology Licensing L.P.]
Kimberly S. Winick Mayer, Brown & Platt 350 South Grand Avenue, 25th Floor Los Angeles, California 90071
[Counsel for Aera Energy LLC]
Kjehl T. Johansen Legal Division Office of City Attorney Department of Water and Power P.O. Box 51111, Suite 340 Los Angeles, California 90051 WD 042601/1-1419901/gff/913334/vi 26
Larren M. Nashelsky Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104
[Counsel for El Paso Merchant Energy L.P.]
Laurence M. Frazen Stephen S. Sparks Bryan Cave 1200 Main Street, Suite 3500 Kansas City, Missouri 64105
[Counsel for City of Kansas City]
Lawrence M. Jacobson Baker and Jacobson 11377 West Olympic Boulevard, Suite 500 Los Angeles, California 90064
[Counsel for Tishman Construction Corp. of California]
Lawrence P. Ebiner H. Mark Mersel Morrison & Foerster 19900 MacArthur Boulevard Irving, California 92612 Lillian G. Stenfeldt Fred Hjelmeset Gray Cary Ware & Freidenrich LLP 1755 Embarcadero Palo Alto, California 94303
[Counsel for International Brotherhood of Electrical Workers, Local 47 and Local 1245]
Linda Boyle Time Warner Telecom Inc.
10475 Park Meadows Drive, Suite 400 Littleton, CO 80124 Lori J. Scott Shasta County Treasurer'- Tax Collector P.O. Box 991830 Redding, California 96099 Lynne Richardson Air Products and Chemicals Inc.
Business Servces A6328 7201 Hamilton Boulevard Allentown, PA 18195 WD 042601/1-1419901/gff/913334/v1 27
M. David Minnick Pillsbury Winthrop LLP 50 Fremont Street San Francisco, California 94105
[Counsel for ThermoEcotek Corporation]
M. Freddie Reiss PricewaterhouseCoopers LLP 400 South Hope Street Los Angeles, California 90071
[Proposed Financial Advisor to Committee]
M.O. Sigal Jr Simpson Thatcher & Bartlett 425 Lexington Avenue New York, NY 10017
[Counsel for Duke Energy Trading and Marketing]
Madison S. Spach, Jr.
Spach & Associates, P.C.
4675 MacArthur Court, Suite 550
.Newport Beach, California 92660
[Counsel for William Lyon Homes, Inc.]
Mairi V. Luce Duane Morris & Heckscher LLP 4200 One Liberty Place Philadelphia PA 19103
[Counsel for Santa Clara Valley Water District]
Marc Barreca John R. Knall, Jr.
Preston Gates & Ellis LLP 701 Fifth Avenue, Suite 5000 Seattle, WA 98104
[Counsel for PPL Montana, LLC, Utility Tree Service, Fabte Company]
Marc Hirschfield Benjamin Hoch "
Dewey Ballantine LLP 1301 Avenue of the Americas New York, New York 10019-6092 Marc S. Cohen Ashleigh A. Danker Kaye Scholer LLP 1999 Avenue of the Stars, Suite 1700 Los Angeles, California 90067
[Counsel for Official Committee of Participants' Creditors Claims]
WD 042601/1-1419901/gff/913334/vi 28
Marilyn Morris Kenneth M. Miller Morgan, Miller & Blair 1676 No. California Boulevard, Suite 200 Walnut Creek, California 94596
[Counsel for Pulte Homes Corporation]
Marimargaret Webdell Sacramento County Department of Finance 700 H Street, Room 1710 Sacramento, California 95814
[Creditor County of Sacramento]
Mark A. Speiser Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038
[Counsel for J. Aron & Company]
Mark C. Ellenberg Cadwalader, Wickersham & Taft 1201 F Street N.W., Suite 1100 Washington, D.C. 20004
[Counsel for MBIA]
Mark Finnemore Internal Revenue Service Small Business/Self-Employed Division Counsel 160 Spear Street, 9th Floor San Francisco, California 94105
[Counsel for the United States of America]
Mark Gorton Mary E. Olden Todd M. Bailey McDonough, Holland & Allen 555 Capitol Mall, Ninth Floor Sacramento, California 95814
[Counsel for Northern California Power Agency]
Martha E. Romero Law Offices of Martha E. Romero 7743 South Painter Avenue, Suite A Whittier, California 90602
[Counsel for Secured Creditors Various California Counties in California]
WD 042601/1-1419901/gff/913334/vi 29
Martin A. Martino Castle Companies 12885 Alcosta Boulevard, Suite A San Ramon, California 94583 Martin G. Bunin Craig E. Freeman Thelen, Reid & Priest LLP 40 W. 57th Street, 26th Floor New York, NY 10019
[Counsel for Calpine Corporation]
Martin L. Fineman David Wright Tremaine LLP One Embarcadero Center, Suite 600 San Francisco, California 94111
[Counsel for Wheelabrator Shasta Energy Co.]
Martin L. Nelson Kawana Springs, Inc.
2880 Cleveland Avenue, Suite 8 Santa Rosa, California 95403 Martin Marz BP Amoco P.O. Box 3092 Houston, Texas 77079 Mary Ann Kilgore General Attorney Union Pacific Railroad Company 1416 Dodge Street, Room 830 Omaha, Nebraska 68179 Mary B. Holland Financial Consultant Salomon Smith Barney 1111 Superior Ave. Suite 1800 Cleveland, Ohio 44114-2507 "
[Trustee for the account of St.
Edward's High School]
Matt Holley Lodestar Corporation Two Corporation Way Peabody, MA 01960 WD 042601/1-1419901/gff/913334/v3 30
MBIA Insurance Corporation Attn: IPM-PCF 113 King Street Armonk, NY 10504 Melanie Fannin General Counsel Senior Vice President & Secretary 2600 Camino Ramon, Room 4CS 100 San Ramon, California 94583 Mellon Bank, N.A.
Attn: L. Scott Sommers 400 So. Hope Street, 5th Floor Los Angeles, CA 90071-2806 Merle C. Meyers Katherine D. Ray Goldberg, Stinnett, Meyers & Davis 44 Montgomery Street, Suite 2900 San Francisco, California 94104
[Counsel for Modesto Irrigation District]
Merrill Lynch Attn: Ahi Aharon World Financial Ctr., North Tower 250 Vesey Street, 10th Floor New York, NY 10281-13 10 Michael A. Berman Securities and Exchange Commission 450 Fifth Street, N.W. (Mail Stop 0606)
Washington, D.C. 20549 Michael A. Rosenthal Keith D. Ross Gibson Dunn & Crutcher LLP 2100 McKinney Avenue, Suite 1100 Dallas, TX 75201
[Counsel for NRG Energy, Inc.].
Michael B. Lubic McCutchen Doyle Brown & Enersen LLP 355 South Grand Avenue, Suite 4400 Los Angeles, California 90071
[Counsel for Reliant Energy, Inc.]
WD 042601/1-1419901/gff/913334/vl 31
Michael F. O'Friel Wheelabrator Technologies, Inc.
4 Liberty Lane West Hampton, NH 03842 Michael Friedman Richard Spears Kibbe & Orbe One Chase Manhattan Plaza New York, NY 10005
[Counsel for DK Acquisition Partners]
Michael H. Ahrens Terrence V. Ponsford Kimberly S. Fineman Ori Katz Sheppar, Mullin, Richter & Hampton Four Embarcadero Center, 17th Floor San Francisco, California 94111
[Counsel for GWF Power Systems L.P.; Hanford L.P.; and Thermal Energy Development Partnership., L.P.]
Michael Hamilton PricewaterhouseCoopers LLP 1301 Avenue of the Americas New York, NY 10019
[Proposed Financial Advisor to Committee]
Michael J. Blumenfeld Michael J. Blumenfeld One Kaiser Plaza, Suite 1675 The Ordway Building Oakland, California 94612
[Counsel for Hypower Incorporated]
Michael L. Tuchin David M. Stem Michelle C. Campbell Klee, Tuchin, Bogdaanoff & Stem LLP 1880 Century Park East,- Suite 200 Los Angeles, California 90067
[Counsel for Caithness Energy, LLC and FPL Energy Inc.]
Michael Morris Hennigan, Bennet & Dorman 601 South Figueroa Street, Suite 3300 Los Angeles, California 90017
[Counsel for Southern California Gas Company]
WD 042601/1-1419901/gff/913334/vl 32
Michael P. Shuster, Esq.
Lawrence E. Oscar, Esq.
Hahn Loeser & Parks LLP 3300 BP Tower, 200 Public Square Cleveland, OH 44114-2301 Michael R. Enright Robinson & Cole LLP 280 Trumbull Street Hartford, CT 06103
[Counsel for General Electric Company]
Michael Rochman School Project for Utility Rate Reduction 1430 Willow Pass Road, Suite 240 Concord, California 94520 Michael V. Mclntire Mclntire Law Corporation Post Office Box 1647 41191 Big Bear Boulevard Big Bear Lake, California 92315
[Counsel for Ladies of the Grand Army of the Republic, Inc.]
Mike K. Nakagawa Nakagawa & Rico 2335 Capitol Oaks Drive, Suite 130 Sacramento, California 95833
[Counsel for Kimball Hill Homes, Inc.]
Mike R. Jaske California Energy Commission 1516 Ninth Street, MS-22 Sacramento, California 95814 Mitchell A. Hardwood David Fitton P. Schoenfeld Asset Management, LLC 1330 Avenue of the Americas, 34th Floor New York, NY 10019 Mitchell I. Sonkin Lawrence A. Larose King & Spalding 1185 Avenue of the Americas New York, NY 10036
[Counsel for MBIA]
WD 042601/1-1419901/gff/913334/vl 33
Mitchell I. Sonkin Lawrence A. Larose King & Spalding 1185 Avenue of the Americas New York, NY 10036 Mitchell Seider Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, NY 10022 Morgan Guaranty Trust Company of New York Attn: Carl J. Mehldau 60 Wall Street New York, NY 10260 Mr. David Boergers, Secretary Federal Energy Regulatory Commission 888 First Street, N.E., Room 1-A Washington, DC 20246 N.R.G. Energy/Crocket Cogen Keith Richards 5820 Oberlin Drive, Suite 101 San Diego, California 92121 Nancy Hotchkiss Trainor Robertson 701 University Avenue, Suite 200 Sacramento, California 95825
[Counsel for Prodigy Development, Inc. - Empire Ranch]
Nancy Hotchkiss Trainor Robertson 701 University Avenue, Suite 200 Sacramento, California 95825
[Counsel for 929 L Street, Inc.]
Nancy Newman Steinhart & Falconer LLP 333 Market Street, 32nd Floor San Francisco, California 94105
[Counsel for Regency Centers, L.P.]
Nanette D. Sanders Sarah E. Petty Snell & Wilmer LLP 1920 Main Street, Suite 1200 Irvine, California 92614
[Counsel for Arizona Public Service Co.]
"WD 042601/1-1419901fgft/913334/vl 34
Neil J. Rubenstein Holly R. Shilliday Arter & Hadden LLP Two Embarcadero Center, 5th Floor San Francisco, California 94111
[Counsel for Association of Bay Area Governments and ALCAN Alum.
Corp.]
Neil W. Rust White & Case LLP 633 West Fifth Street, Suite 1900 Los Angeles, California 90071
[Counsel for Deutch Bank AG, New York Branch]
Nelson E. Bahler The Grupe Company 3255 W. March Lane, Suite 400 Stockton, California 95219
[Counsel for The Grupe Company]
Office of the Treasurer and Tax Collector County of Merced 2222 M Street Merced, CA 95340 Office of the U.S. Trustee Attn: Stephen Johnson 250 Montgomery Street, Suite 1000 San Francisco, CA 94104-3401 Oscar R. Cantu Weil, Gotshal & Manges LLP 701 Brickell Avenue, Suite 2100 Miami, Florida 33131
[Counsel for PG&E Corporation]
Pancanadian Energy Services Inc.
1200 Smith Street, Suite 900 Houston, TX 77002 Attn: Brian Redd Patricia S. Mar Morrison & Foerster LLP 425 Market Street, 33rd Floor San Francisco, CA 94105-2482 E-mail: pmar@mofo.com
[Counsel for AES New Energy, Inc.]
WD 042601/1-1419901/gff/913334/vl 35
Patricia S. Mar, Esq.
Morrison & Foerster LLP 425 Market Street, 33rd Floor San Francisco, California 94105-2482
[Counsel for Avista-Energy, Inc. and GWF Power Systems Company, Inc.]
Paul C. Lacourciere Thelen, Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, California 94105
[Counsel for Burney Forest Products]
Paul J. Pantano, Jr.
McDermott, Will & Emery 600 13th Street, N.W.
Washington, D.C. 20005
[Counsel for Morgan Stanley Capital Group Inc.]
Paul M. Bartkiewicz Joshua M. Horowitz Bartkiewicz, Kronick & Shanahan 1011 Twenty Second Street Sacramento, California 95816
[Counsel for Browns Valley Irrigation District and Yolo County Flood Control and Water Conservation District]
Peter J. Benvenutti Heller Ehrman White & McAuliffe LLP 333 Bush Street San Francisco, California 94104 Peter J. Gurfein Jeffrey C. Krause Gregory K. Jones Akin, Gump, Strauss, Hauer & Feld 2029 Century Park East, Suite 2600 Los Angeles, California 90067 Peter R. Boutin Keesal, Young & Logan Four Embarcadero Center, Suite 1500 San Francisco, California 94111
[Counsel for Texaco Natural Gas, Inc, Texaco Canada Pet., Texaco Exploration & Prod., Texaco Midway-Sunset Cogen., Texaco Yoakum Energy Co., Texaco San Ardo Energy, Texaco Coal. Energy Co.]
WD 042601/!-1419901/gff/913334/vl 36
Peter S. Clark II Derek J. Baker Reed Smith, LLP 2500 Liberty Place 1650 Market Street Philadelphia, PA 19103-7301 Peter S. Munoz Gregg M. Ficks Crosby, Heafy, Roach & May Two Embarcadero Center San Francisco, California 94111
[Counsel for Placer County Water Agency, Oroville-Wyandotte Irrigation District, Yuba County Water Agency, Nevada Irrigation District Oakdale and South San Joaquin Irrigation Districts, Merced Irrigation District, Humboldt Bay Municipal Water District, Merrit Community Capital Corporation]
Philip Warden Pillsbury, Winthrop LLP 50 Fremont Street San Francisco, California 94105
[Counsel for Southern California Gas Company]
Phillip E. Tatoian Asplundh Tree Expert Co.
708 Blair Mill Road Willow Grove, Pennsylvania 19090 Philip S. Warden Pillsbury Winthrop LLP 50 Fremont Street San Francisco, California 94105
[Counsel for Dynergy Power Marketing, Inc.; El Segundo Power LLC; Long Beach Generation LLC; Cabrillo Power I LLC; Cabrillo Power II, LLC; Dynergy Marketing & Trade LLC; West Coast LLC R. Dale Ginter Downey, Brand, Seymour & Rohwer LLP 555 Capitol Mall, 10th Floor Sacramento, California 95814
[Counsel for Merced Irrigation District, Occidental of Elk Hills, Diamond Walnut Growers, and Hertz Corporation]
R. Paul Yetter Yetter & Warden LLP 600 Travis, Suite 3800 Houston, Texas 77002
[Counsel for The Board of Directors of Local Governments Investment Cooperative]
WD 042601/1-1419901/gff/913334/vl 37
Rabobank International Attn: Gladys Montes Four Embarcadero Center Suite 3200 San Francisco, CA 94111 Rabobank Nederland New York Branch Attn: Brett Delfmo 245 Park Avenue New York, NY 10167-0062 Ralph B. Levy James A. Pardo, Jr.
Brian C. Walsh Jeffrey E. Bjork King & Spalding 191 Peachtree Street Atlanta, GA 30303
[Counsel for Texaco Natural Gas, Inc, Texaco Canada Pet., Texaco Exploration & Prod., Texaco Midway-Sunset Cogen., Texaco Yoakum Energy Co., Texaco San Ardo Energy, Texaco Coal. Energy Co.]
Randolph L. Wu TURN 711 Van Ness Avenue, Suite 350 San Francisco, CA 94102
[Attorney for Utility Reform Network]
Ray Foianini Foianini Law Offices 109 Division Avenue West Post Office Box 98823 Epharta, WA 98823 Region IV U.S. Nuclear Regulatory Commission Ellis W. Mershoff Regional Administrator 611 Ryan Plaza D5rive, suite 400 Arlington, TX 76011-8064 Richard A. Lapping Louis J. Cisz, III Thelen Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, CA 94105-3601
[Counsel for Creditor, Calpine Corporation and its Affiliated Entities]
WD 042601/1-1419901/gff/9133341vl 38
Richard Blackstone Webber II 2507 Edgewater Drive Orlando, FL 32804
[Counsel for Blue Cross and Blue Shield of Florida, Inc.]
Richard C. Josephson Stoel Rives LLP 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204
[Counsel for PacifiCorp and Crockett Cogen.]
Richard Hopp 14416 Victory Boulevard, Suite 108 Van Nuys, California 91401
[Richard Hopp in Propria Persona]
Richard Purcell Attn: Energy Supply Conectiv 800 Kings Street P.O. Box 231 Wilmington, DE 19899 Richard Stevens Avista Corp.
P.O. Box 3727 Spokane, WA 99220 Richard T. Peters Sidley Austin Brown & Wood 555 West Fifth Street, Suite 4000 Los Angeles, California 90013
[Counsel for Sierra Pacific Power Company and Nevada Power Company]
Richard W. Esterkin Morgan, Lewis & Bockius LLP 300 South Grand Avenue Los Angeles, California- 90071
[Counsel for Fuji Bank, Limited]
Richard Wyron Swidler Berlin Shereff Friedman LLP 3000 K Street, NW, Suite 300 Washington, DC 20007
[Attorney for California Independent System Operator]
WD 042601/1-1419901/gff/913334/vl 39
Robert A. Greenfield, Esq.
Stutman, Treister & Glatt 3699 Wilshire Blvd., #900 Los Angeles, CA 90010-2766 Robert Blodgett, Jr.
c/o H. Ann Liroff, Esq.
Hannig Law Firm LLP 2991 El Camino Real Readwood City, California 94061
[Counsel for Creditor Robert Blodgett, Jr.]
Robert C. Stokes 5851 San Felipe, Suite 950 Houston, Texas 77057
[Counsel for BP AMOCO]
Robert D. Albergotti Stacey Jernigan Scott W. Everett Haynes and Boone LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Robert Darby Corestaff Services (California), Inc.
Fulbright & Jaworski LLP 865 South Figueroa, 29th Floor Los Angeles, California 90017
[Counsel for Corestaff Services (California), Inc.]
Robert E. Izmirian Aaron M. Oliner Buchalter, Nemer, Fields & Younger 333 Market Street San Francisco, California 94105
[Counsel for MBIA]
Robert F. Kidd Yamamoto Kidd, LLP 160 Franklin Street, Suite 206 Oakland, California 94607
[Counsel for Big Valley Lumber Company]
Robert G. Harris Corestaff Services (California), Inc.
Binder & Malter 2775 Park Avenue Santa Clara, California 95050 WD 042601/1-1419901/gff/913334/vl 40
Robert Jay Moore Paul S. Aronzon Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street Los Angeles, California 90017
[Counsel for Official Committee of Unsecured Creditors]
Robert M. Blum Thelen Reid & Priest LLP 101 Second Street, Suite 1800 San Francisco, California 94105
[Counsel for Davey Tree Surgery Company]
Robert S. Mueller United States Attorney Jocelyn Burton Assistant United States Attorney Douglas K. Chang 450 Golden Gate Avenue, 10th Floor San Francisco, California 94102
[Counsel for United States of America]
Robert S. Mueller, III United States Attorney Jay R. Weill Assistant United States Attorney Thomas MacKinson 160 Spear Street, Ninth Floor San Francisco, California 94105
[Counsel for the United States of America]
Rock S. Koebbe 5356 North Cattail Way Boise, ID 83703 Roger L. Efremsky Austin P. Nagel Law Offices of Efremsky & Nagel 5776 Stoneridge Mall Road, Suite 360 Pleasanton, California 94588
[Counsel for Toyota Motor Credit Corp.]
Roi Chandy Teachers Insurance and Annuity Assoc. of America 730 Third Avenue New York, NY 10017 WD 042601/1-1419901/gff/913334/vi 41
Roland Pfeifer Office of the City Attorney 1500 Warburton Avenue Santa Clara, California 95050 Ronald L. Miller Rogers and Miller 720 Southpoint Boulevard, Suite 205 Petaluma, California 94954
[Counsel for Fire Insurance Exchange]
Rosanne Thomas Matzat Hahn & Hessen LLP 350 Fifth Avenue, Suite 3700 New York, NY 10118
[Counsel for Metropolitan Life Insurance Co.]
S. Jack Chevlen Law Offices of S. Jack Chevlen 5902 Deerland Court San Jose, California 95124
[Counsel for Swart Industries Corporation dba Precision Plastics]
Sandra W. Lavigna Sarah D. Moyed Securities Exchange Commission 5670 Wilshire Blvd., 11th Fl.
Los Angeles, CA 90036 Scott C. Clarkson Eve A. Marsella Clarkson, Gore & Marsella 3424 Carson Street, Suite 350 Torrance,California 90503
[Counsel for Utilisource]
Scott 0. Smith Buchalter, Nemer, Fields & Younger 601 South Figueroa Street, Suite 2400 Los Angeles, California 90017
[Counsel for Quanta Services, Inc.]
Secretary of Treasury 15th & Pennsylvania Avenue Washington, D.C. 20549 Sempra Energy Trading Corp.
Tony Ferrajina 58 Commerce Drive Stamford, CT 06902 WD 042601/1-1419901/gfW913334/vl 42
Sertling Koch TransAlta Energy Marketing (U.S.) Inc.
Box 1900 Station "M" 110-12th Avenue, SW Calgary, Alberta T2P 2MI Seth A. Ribner Simpson Thatcher & Bartlett 10 Universal City Plaza, Suite 1850 Universal City, California 91608
[Counsel for Duke Energy Trading and Marketing]
Sharyn B. Zuch Wiggin & Dana One CityPlace, 34th Floor 185 Asylum Street Hartford, CT 06103
[Counsel for American Payment Systems]
Sheryl Gussett Reliant Energy, Inc.
I 111 Louisiana, 43rd Floor Houston, TX 77002
[Counsel for Reliant Energy, Inc.]
Sierra Pacific Industries File #51950 San Francisco, California 94160 Southern California Gas Company 555 W. Fifth St.,
GT24E1 Los Angeles, CA 90013-1000 Attn: Jim Nakata Stan T. Yamamoto Eileen M. Teichert City of Riverside City Attorney's Office City Hall, 3900 Main Street Riverside, California 92522
[Counsel for City of Riverside]
Stanley E. Pond Winchell & Pond 1700 South El Camino Real, Suite 506 San Mateo, California 94402
[Counsel for General Capital Corporation]
WD 042601/1-1419901/gff/913334/vl 43
State of California EDD PO Box 826880 Sacramento, CA 94280 State of California Dept. of Water Resources c/o Chief- Energy Division Attn: Dan Herdocia 1416 9th Street, Room 1640 Sacramento, CA 95814 State of California Margarita Padilla Office of the Attorney General 455 Golden Gate Avenue Suite 11000 San Francisco, CA 94102-3664 State of California Office of the Attorney General PO Box 94255 Sacramento, CA 94244-2550 Stephanie Nolan Deviney Brown & Connery LLP 360 Haddon Avenue P.O. Box 539 Westmont, NJ 08108
[Counsel for SAP America, Inc.]
Stephen C. Becker Becker Law Office P.O. Box 192991 San Francisco, California 94119
[Attorneys for Stafco Personnel Management, Inc.]
Stephen Shane Stark, County Counsel Enrique R. Sanchez, Sr.
County of Santa Barbara 105 E. Anapamu Street, Suite 201 Santa Barbara, California 93101
[Counsel for Santa Barbara County and Santa Barbara County Treasurer
- Tax Collector]
Steve G. F. Polard Perkins Coie LLP 1620-26th Street, Sixth Floor Santa Monica, California 90404
[Counsel for Creditor Puget Sound Energy, Inc.]
WD 042601/1-1419901/gtf/913334/vI 44
Steve J. Reisman Curtis, Mallet-Prevost, Colt & Mosle LLP 101 Park Avenue New York, NY 10178 Steven H. Felderstein, Esq.
Felderstein, Willoughby & Pascuzzi 400 Capital Mall, Suite 1450 Sacramento, CA 95814-4434 (Attorney for State of California)
Steven J. Stanwyck, Esq.
The Stanwyck Firm, APC 10354 Wilshire Blvd., Suite 4 Los Angeles, California 90024 Steven M. Abramowitz Vinson & Elkins LLP 666 Fifth Avenue, 26th Floor New York, NY 10103
[Counsel for TransAlta Energy]
Steven M. Basha County Counsel Attn: Stephen B. Nocita, Senior Deputy 625 Court Street, Room 201 Woodland, California 95695
[Counsel for County of Yolo]
Steven M. Bunkin J. Aron & Company 85 Broad Street New York, NY 10004 Steven M. Olson Geary, Shea, O'Donnell & Grattan, P.C.
37 Old Courthouse Square, 4th Floor Santa Rosa, California 95404
[Counsel for ABB Power T&D Company, Inc.]
STS Hydropower Ltd (Kanaka)
Mr. Mike Grahn 300 West Washington Street, Suite 801 Chicago, IL 60606 WD 042601/I-1419901/gff/913334/v4 45
Terrance L. Stinnett Miriam Khatiblou Goldberg, Stinnett, Meyers & Davis 44 Montgomery Street, Suite 2900 San Francisco, California 94104
[Counsel for Pacific Bell Telephone Company, Pacific Telesis Group, SBC Global Services, Inc., SBC Communications, Inc.]
Texaco Canada Petroleum Inc.
400 3 Avenue SW, #2034 Calgary, Alberta Canada T2P 4H2 Attn: Bill Collier Texaco Natural Gas Inc.
1111 Bagby Street Houston, Texas 77002 Attn: Bill Collier The Bank of New York Attn: Michael Pitflick, Corp. Trust Administration 101 Barclay Street - 21W New York, NY 10286 The Bank of New York Michael Pitflick, Corporate Trust Ad 101 Barclay Street-21W New York, NY 10286 The Fuji Bank, Limited Attn: Jonathan Bigelow 333 So. Hope Street, 39th Floor Los Angeles, CA 90071 The Sumitomo Bank Ltd.
Attn: Al Galluzzo 777 South Figueroa Street, Suite 2600 Los Angeles, California 90017 The Toronto-Dominion Bank Attn: F.B. Hawley 909 Fannin, Suite 1700 Houston, TX 77010 Theodor C. Albert, Esq.
Michael J. Weiland, Esq.
Albert, Weiland & Golden, LLP 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626
[Attorneys for Commonwealth Energy Corporaton]
WD 042601/1-1419901/gff/913334/v I 46
Thomas B. Walper, Esq.
Munger, Tolles & Olson LLP 355 South Grand Ave., Suite 3500 Los Angeles, CA 90071-1560
[Counsel for Southern California Edison]
Thomas C. Walsh BTM Capital Corporation 125 Summer Street Boston, MA 02110 Thomas E. Lauria Jerry R. Bloom Brian L. Holman White & Case LLP 633 West Fifth Street, 19th Floor Los Angeles, California 90071
[Counsel for Oildale Energy LLC]
Thomas E. Lauria Jerry R. Bloom Brian L. Holman White & Case LLP 633 West Fifth Street, 19th Floor Los Angeles, California 90071
[Counsel for Ripon Cogeneration, Inc.
Thomas E. Lauria White & Case LLP First Union Financial Center 200 South Biscayne Boulevard Miami, Florida 33131
[Counsel for Oildale Energy LLC, Wadham Energy LP, Martinez Cogen LP, KES-Kingburg LP]
Thomas E. Lumsden Rocky Ho PricewaterhouseCoopers LLP 199 Fremont Strebt San Francisco, California 94105
[Proposed Financial Advisor to Committee]
Thomas M. Berliner Duane Morris & Heckscher LLP 100 Spear Street, Suite 1500 San Francisco, California 94105
[Counsel for Santa Clara Valley Water District]
WD 042601/1-1419901/gff/913334/vl 47
Thomas MacKinson Internal Revenue Service Small Business/Self-Employed Division 1301 Clay Street, Room 1400-S Oakland, California 94105
[Counsel for the United States of America]
Timothy F. Hodgdon Teachers Insurance and Annuity Assoc. of America 730 Third Avenue New York, NY 10017 TJ Vigliotta Lazard Fr~res & Co. LLC 30 Rockefeller Plaza, 60th Floor New York, NY 10020 Tony 0. Hemming Texaco Legal Department 1111 Bagby Street Houston, TX 77002 TXU Energy Trading Canada Limited 1717 Main Street Dallas, Texas 75201 Attn: Jeff Shorter TXU Energy Trading Company 1717 Main Street Dallas, Texas 75201 Attn: Jim Macredie U.S. Bank Corporate Trust Services Attn: LaDonna Morrison 180 East Fifth St., 3rd Floor St. Paul, MN 55101 U.S. Nuclear Regulatory Commission Attn: Document Control Desk Washington, DC 20555-0001 U.S. Trust Company, National Association One Embarcadero Center, Suite 2050 San Francisco, CA 94111-3709 Attn: Josephine Libunao WD 042601/1-1419901/gff/913334/vl 48
US Bank, Corporate Trust Services Ladonna Morrison P.O. Box 64111 St. Paul, MN 55164-0111 Victor Waid Law Office of Victor Waid 2625 Fair Oaks Boulevard, Suite 1 Sacramento, California 95864
[Counsel for Kim Creedon]
Victoria Lang AT&T Corp.
795 Folsom Street, 2nd Floor San Francisco, California 94107
[Counsel for AT&T Corp]
W. Austin Cooper James M. Gardener Cooper & Gardener 2535 Capitol Oaks Drive, Suite 100 Sacramento, California 95833
[Counsel for Larry Shiba]
Walter F. McArdle, Esq.
Spain & Gillon, LLC The Zinszer Building 2117 Second Avenue North Birmingham, Alabama 35203
[Attorneys for Dresser Industries, Inc.]
Wendy L. Hagenau Powell, Goldstein, Frazer & Murphy 16th Floor 191 Peachtree Street, N.E.
Atlanta, GA 30303
[Counsel for Intecom Inc.]
Wheelabrator Shasta Energy Co. Inc.
20811 Industry Rd.
Anderson, CA 96007 White & Case, LLP Attn: Neff Millard 633 West Fifth St., Suite 1900 Los Angeles, CA 90071-2007 (Attorney for BNY Western Trust Company) 149 WD 042601/1-1419901/gff/913334/vl
White & Case, LLP Attn: Neil Millard/C. Randolph Fishbum 633 West Fifth St., Suite 1900 Los Angeles, CA 90071-2007 (Attorney for Bank of New York)
William Bates Im McCutchen, Doyle, Brown & Enersen, LLP 3150 Porter Drive Palo Alto, California 94304
[Counsel for Reliant Energy, Inc.]
William C. Morison-Knox Michael D. Prough Robert M. Forni, Jr.
Morison-Knox Holden Melendez & Prough, LLP 500 Ygnacio Valley Road, Suite 450 Walnut Creek, California 94596
[Counsel for National Union Fire Insurance Company of Pittsburgh, PA]
William H. Kiekhofer III Yale K. Kim Steven E. Rich Kelley Drye & Warren LLP 777 South Figueroa Street, Suite 2700 Los Angeles, CA 90017
[Counsel for BP Energy Company, BP AMOCO]
William J. Flynn Neyhart, Anderson, Freitas, Flynn & Grosboll 44 Montgomery Street, Suite 2080 San Francisco, California 94104
[Counsel for IBEW Local #1245]
William M. Goodman Ligi C. Yee Topel & Goodman 832 Sansome Street, Fourth Floor San Francisco, California 94111 William M. Rossi-Hawkins Phillips, Lytle, Hitchcock, Blaine & Huber 437 Madison Avenue, 34th Floor New York, NY 10022
[Counsel for HSBC Bank USA]
WD 042601/1-1419901/gf19913334/v 50 0
William P. Weintraub Pachulski Stang Ziehl Young & Jones Three Embarcadero Center, Suite 1020 San Francisco, California 94111
[Counsel for PG&E Corp.]
Williams Energy Marketing & Trading Co. (Canada)
One Williams Center, 19th Floor Department 558 P.O. Box 2848 Tulsa, Oklahoma 74101 Attn: Kelly Knowlton Zack Starbird Mirant Corporation 1155 Perimeter Center West Atlanta, GA 30338 Zuckerman-Mandeville, Inc.
P.O. Box 487 Stockton, California 95201 lain Macdonald Macdonald & Associates Two Embarcadero Center, Suite 1670 San Francisco, California 94111
[Counsel for The Utility Reform Network (TURN)]
Ned E. Dunphy Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP 4550 California Avenue, Second Floor Bakersfield, California 93309
[Counsel for Yolanda Cisneros]
AMROC Investments, LLC Attn: Sheri Levine 535 Madison Avenue, 15th Floor New York, NY 10022 Walter J. Lack Engstrom, Lipscomp & Lack 10100 Avenue of the Stars, Suite 1450 Los Angeles, California 90067
[Counsel for Cheryl Ann Acosta]
Herbert Katz Kelly Lytton & Vann LLP 11900 Avenue of the Stars, Suite 1450 Los Angeles, California 90067
[Counsel for Cheryl Ann Acosta]
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Darcy M. Pertcheck Nixon Peabody LLP Two Embarcadero Center, 27th Floor San Francisco, California 94111
[Counsel for Silverado Napa Corp.]
Jack L: Taylor 1289 Lincoln Road P.O. Box 1850 Yuba City, California 95992
[Counsel for James Bowsher]
Terence J. Keeley 1289 Lincoln Road P.O. Box 1850 Yuba City, California 95992
[Counsel for James Bowsher]
K. Bailey Bankruptcy Specialist General Motors Acceptance Corporation P.O. Box 173928 Denver, CO 80217 Derinda L. Messenger Lombardo & Gilles, PLC P.O. Box 2119 Salinas, California 93902
[Counsel for Carmel Development Company]
Gerard T. Bukowski General Counsel Bums & McDonnell Engineering 9400 Ward Parkway Kansas City, Missouri 64114
[Counsel for Bums & McDonnell Engineering]
Terrence J. Keeley 1289 Lincoln Road P.O. Box 1850 Yuba City, California 95992
[Counsel for James Bowsher]
American State Bank and Trust Company P.O. Box 1446 Williston, North Dakota 58802 Attn: Patrick 0. Sogard WD 042601/1-1419901/gff/913334/vl 52
Richard J. Reynolds Turner, Reynolds, Greco & O'Hara 16485 Laguna Canyon Road, Suite 250 Irvine, California 92618
[Counsel for Robert D. Prior, executor of the Estate of Jalmer Throlvald Berg]
Craig Barbarosh Mark D. Houle Pillsbury Winthrop LLP 650 Town Center Drive, 7th Floor Costa Mesa, California 92626
[Counsel for Halcyon Partners]
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