ML020390393
| ML020390393 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 01/12/2002 |
| From: | Moore R Milbank, Tweed, Hadley & McCloy, LLP |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| SF 01-30923 DM | |
| Download: ML020390393 (35) | |
Text
Paul S. Aronzon (#88781)
Robert Jay Moore (#77498)
Michael I. Sorochinsky (#166708)
MILBANK, TWEED, HADLEY & McCLOY LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Telephone:
(213) 892-4000 Facsimile:
(213) 629-5063 1
2 3
4 5
6 7
8 9
10 11 In re PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Debtor.
Case No. SF 01-30923 DM Chapter 11 DECLARATION OF ROBERT JAY MOORE RE SECOND INTERIM APPLICATION OF MILBANK, TWEED, HADLEY & McCLOY LLP FOR ALLOWANCE AND PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES (AUGUST 1, 2001 THROUGH NOVEMBER 30, 2001) AND RE ADDITIONAL DISCLOSURES Hearing:
Date: February 26, 2002 Time: 9:30 a.m.
Place: 235 Pine Street, 2 2nd Floor San Francisco, CA 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 LAI :#6227068v4
/420/
Declaration of Robert Jay Moore re Second Interim Application Counsel for Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION
.0
-J Y
,d
<F zE
-J..
A-;
t'
1 I, Robert Jay Moore, declare:
2
- 1.
I am over eighteen years of age and, if called upon, I could and would 3
testify competently to the matters set forth herein. I am a partner in the law firm of Milbank, 4
Tweed, Hadley & McCloy LLP ("Milbank"), counsel for the Official Committee of Unsecured 5
Creditors ("Committee") in the Pacific Gas and Electric Company ("PG&E" or "Debtor")
6 chapter 11 case (the "Case"), and I am one of the attorneys responsible for Milbank's 7
representation of the Committee in the Case. In preparing this Declaration, I have relied on my 8
personal knowledge and on my review of the billing records and files maintained by Milbank in 9
the ordinary course of its business and represented to have been made by Milbank attorneys, law 10 clerks, legal assistants, case clerks, and staff substantially contemporaneously with each 11 individual's performance of services or incurrence of costs on behalf of the Committee.
12
- 2.
This Declaration is submitted in support of the "Second Interim 13 14 *Application of Milbank, Tweed, Hadley & McCloy LLP For Allowance and Payment of 14 15 Compensation And Reimbursement of Expenses (August 1, 2001 Through November 30, 2001)"
- . 15 1
(the "Second Interim Application"). Capitalized terms not otherwise defined herein shall have
- - 16 17 the meanings ascribed to them in the Second Interim Application. This Second Interim 18 Application covers the period from August 1, 2001 through and including November 30, 2001 19 (the "Second Application Period"). I have read the Second Interim Application and reviewed the 20 exhibits thereto, and to the best of my knowledge each of the facts contained therein is true and 21 correct.
22
- 3.
Milbank was selected as counsel to the Committee not only because of its 23 expertise and experience in connection with complex bankruptcies and financial reorganizations, 24 particularly those involving significant regulatory and public financing aspects, but also by 25 reason of its expertise and depth of resources in the utility, power and energy, project finance, 26 banking and institutional investment, capital markets, securitization, taxation and litigation 27 practice areas. Because of the breadth and depth of Milbank's experience, the Committee has 28 been able to look to Milbank to provide it with advice, counseling and representation in the wide LAI :#6227068v4 Declaration of Robert Jay Moore re Second Interim Application
1 range of areas of expertise that have been required. As the Committee's sole law firm, Milbank 2
has been able, and required, to interact with the numerous law firms employed for various 3
purposes by PG&E and by the Parent, which is a Plan Proponent, in connection with this 4
engagement. Milbank's capacity has had the benefit of providing great efficiency and savings to 5
its client, the Committee, and to the estate generally.
6
- 4.
The Committee is composed of eleven (11) individual members. In order 7
to more efficiently fulfill its fiduciary duties and facilitate its functions, the Committee 8
established the following working groups: the Litigation Subcommittee; the Finance 9
Subcommittee; the Legislative and Regulatory Subcommittee; and the Plan Working Group.
10 Milbank attempts to provide counsel to each of the Subcommittees and the Plan Working Group 11 through attorneys with expertise and knowledge most pertinent to each working group's areas of 12 -12 designated responsibility and the reports and action items that are agendized for their meetings.
Y S
13 The Subcommittees and Plan Working Group typically report on their activities to the full 14 Committee at periodic meetings held by telephone conference call or in person in San Francisco, 15 frequently in conjunction with direct in-person meetings with PG&E's senior management.
S 16 Milbank believes that through its internal division of responsibility and the Subcommittee 2
17 structure, the Committee, and the estate, have received the benefit of efficient and effective 18 delivery of legal services.
19
- 5.
Given the broad range of responsibilities and intense time pressures 20 imposed on Milbank at the outset of the Case, Milbank determined to staff the matter in a 21 manner that would maximize its efficiency. For this reason, financial restructuring partner Paul 22 Aronzon assumed primary responsibility for intra-Committee communications and coordination 23 of the Plan formulation and revision process with the Committee's financial advisors and PG&E 24 and its advisors. I, also a financial restructuring partner, focused on the Bankruptcy Court 25 pleading and appearance process, and more recently Disclosure Statement approval and Plan 26 confirmation issues and process, and spearheaded the interface with PG&E and its counsel 27 regarding the settlement dialogue process with respect to contested matters. Energy regulatory 28 LAI :#6227068v4 Declaration of Robert Jay Moore re Second Interim Application
1 partner Ed Feo has focused on analysis of FERC and CPUC proceedings and the California 2
legislative process as they relate to PG&E's operations, strategies and Plan formulation. Energy 3
finance partner Allan Marks has focused on analysis of PG&E's financing structures, the 4
prospective CDWR bond financing and PG&E's exit financing. Litigation partner Michael 5
Diamond assumed primary responsibility for Milbank's participation in adversary proceedings 6
and non-bankruptcy court litigation matters. Within this framework, Milbank attempts to 7
minimize its charges by, among other things: (a) attending -Bankruptcy Court hearings by 8
telephone conference call, when appropriate; (b) monitoring proceedings before the FERC, the 9
CPUC, the California Legislature, the United States Congress, and other tribunals or other 10 agencies via the Internet, when possible and appropriate; and (c) generally having only those 11 attorneys primarily responsible for particular matters attend hearings or other proceedings.
12 Because the Committee has been able to rely on Milbank's breadth of expertise in lieu of a
13 employing multiple law firms with different skill sets, more than one Milbank partner may attend 14 Committee, Subcommittee, Working Group or other meetings where that partner's expertise or 15 knowledge base provides an important underpinning to the negotiation or deliberation process.
16
- 6.
In the ordinary course of its practice, Milbank maintains records of time S 17 expended by attorneys, law clerks, legal assistants, and case clerks in rendering services to its 18 clients, including the Committee. Time records are made substantially contemporaneously with 19 the rendition of these professional services and are prepared by the attorneys, law clerks, legal 20 assistants, and case clerks who have rendered the services. In matters such as this representation, 21 time records are kept in six minute (.1 hour1.157407e-5 days <br />2.777778e-4 hours <br />1.653439e-6 weeks <br />3.805e-7 months <br />) increments. With regard to intra-office conferences, 22 at times no attorney, or a single attorney, may bill for the conference. It is impossible to state 23 with precision how much time has not been recorded by Milbank's professionals as a result of 24 this practice.
25
- 7.
In view of the implications for the citizens of California of the California 26 energy crisis in general and the Case in particular, at the outset of this engagement, and without 27 request or demand by any party, Milbank voluntarily elected to reduce the hourly rates of its 28 LAL :#6227068v4
-3 Declaration of Robert Jay Moore re Second Interim Application
1 most senior attorneys to $595, a reduction of up to $80 per hour from the rates normally charged 2
by these attorneys. Additionally, in reviewing its monthly pre-bills before submission to the U.S.
3 Trustee and PG&E, Milbank voluntarily elected not to bill for certain time recorded by various 4
attorneys, law clerks, paralegals, legal assistants and case clerks relating, among other things, to 5
duplicative attendance at hearings, certain monitoring of regulatory hearings and proceedings, 6
document retrieval and file organization. These rate and billing reductions during the Second 7
Interim Period total $72,615.00. Additionally, in order to comply with the UST Guidelines and 8
the Court Guidelines, Milbank either has not sought or has reduced its request for reimbursement 9
of expenses in the total amount of $29,805.57. Accordingly, Milbank has voluntarily reduced 10 the fees and costs it normally would charge during the Second Application Period by almost 11
$102,420.57.
12
- 8.
In addition to these voluntary reductions, in accordance with the Court's S 13 Memorandum Decision, Milbank has reduced the hourly rate for the PG&E Case Clerk from 14
$100 per hour to $40 per hour, yielding a reduction of $18,366.00. Milbank has also written-off
- o 15 101.30 hours3.472222e-4 days <br />0.00833 hours <br />4.960317e-5 weeks <br />1.1415e-5 months <br /> spent in connection with supplementing the Second Interim Application, yielding a
- 16 fee reduction of $49,973.50. Moreover, Milbank has written-off all non-working travel time pre z
S 17 September 11, 2001 and has written down non-working travel time to a maximum of two (2) 18 hours2.083333e-4 days <br />0.005 hours <br />2.97619e-5 weeks <br />6.849e-6 months <br /> each way for travel after September 11, 2001. These write-offs have resulted in an 19 additional reduction of 23.10 hours1.157407e-4 days <br />0.00278 hours <br />1.653439e-5 weeks <br />3.805e-6 months <br /> during the Second Application Period, translating in a fee 20 reduction of $11,452.50. Accordingly, Milbank has reduced its fees and costs during the Second 21 Application Period by $182,212.57.
22
- 9.
The document "Milbank, Tweed, Hadley & McCloy LLP's Time Records 23 Exhibit for the Period August 1, 2001 to November 30, 2001," filed concurrently herewith, 24 attaches true and correct copies of records maintained by Milbank in the ordinary course of 25 Milbank's business operations and reflects entries that were made substantially 26 contemporaneously with the rendering of the services. All of the work performed by Milbank 27 was authorized by the Committee.
28 LA] :#6227068v4
-4 Declaration of Robert Jay Moore re Second Interim Application
1
- 10.
Pursuant to the Second Interim Application, Milbank seeks allowance of 2
compensation for 3,973.85 hours9.837963e-4 days <br />0.0236 hours <br />1.405423e-4 weeks <br />3.23425e-5 months <br /> of recorded professional time devoted to representing the 3
Committee during the Second Interim Period in the Case, resulting in the accrual of 4
$1,690,874.00 in fees for professional services rendered. Pursuant to the Second Interim 5
Application, Milbank also seeks approval for the reimbursement of $116,651.11 in costs and 6
expenses incurred during the Second Application Period, for a total allowance of fees and costs 7
and expenses of $1,807,525.11.
8
- 11.
Milbank received no pre-petition retainer in connection with this Case.
9
- 12.
Milbank has submitted monthly fee notices in accordance with the interim 10 fee procedures that were established by the Court for the period covering August 1, 2001 through 11 November 30, 2001. Milbank has received payment totaling $1,221,652.74 in connection with 12 the Monthly Cover Sheet Applications covering the period of August 1,2001 through 13 October 31, 2001.
14 15*
- 13.
No agreement or understanding of any kind or nature exists between
- '15 Milbank and any other person or entity for the sharing, division, or payment of any portion of the 16 z
17 compensation awarded to Milbank for services rendered or expenses incurred in connection with S17 18 Milbank's representation of the Committee in this Case, except as among the partners, associates 19 and employees of Milbank.
20
- 14.
I am one of the designated professionals responsible for overseeing the 21 billing in this matter and for assuring compliance with the Guidelines of the Office of the United 22 States Trustee for the Northern District of California relating to billing (the "Guidelines").
23 Based upon my review of the Second Interim Application submitted by Milbank for the Second 24 Application Period, I believe that the Second Interim Application complies with the Court 25 Guidelines and the UST Guidelines.
26
- 15.
Attached hereto as Exhibit "1" is a summary of the total hours expended 27 and fees incurred by each Milbank professional, as well as a categorized summary of expenses 28 LAI :#6227068v4
-5 Declaration of Robert Jay Moore re Second Interim Application
1 incurred, during the Second Application Period.
2
- 16.
Attached hereto as Exhibit "2" is a summary of each category of services, 3
setting forth the name of each professional who expended time in that category and the total 4
hours and amount billed by each professional in that category during the Second Application 5
Period.
6
- 17.
Attached hereto as Exhibit "3" is a chart showing billing rates for each 7
Milbank professional in effect during the Second Application Period.
8 9
- 18.
Attached hereto as Exhibit "4" is a true and complete copy of 10 correspondence from me to Clara Yang Strand and Kenneth E. Smith, the Committee's Co Chairs, dated February 14, 2002.
12
- 19.
In connection with the recent chapter 11 bankruptcy filing of Enron Corp.
,.2 2
13 and certain of its affiliates ("Enron") in the United States Bankruptcy Court for the Southern 14 District of New York, Case No. 01-16034 (AJG) (the "Enron Bankruptcy Case"), Milbank has 15 been selected as counsel to the Official Committee of Unsecured Creditors (the "Enron 16 Committee"). An application to employ Milbank as counsel to the Enron Committee will be z
-9 17 filed shortly.
18
- 20.
Milbank has set up an "information firewall" between the attorneys 19 assigned to the PG&E Committee representation and the lawyers working on the representation 20 of the Enron Committee. No Milbank attorney who had material involvement (more than 10 21 hours2.430556e-4 days <br />0.00583 hours <br />3.472222e-5 weeks <br />7.9905e-6 months <br /> of time) in the representation of the PG&E Committee will advise the Enron Committee 22 with respect to any matter. Likewise, no Milbank attorney who had material involvement (more 23 than 10 hours1.157407e-4 days <br />0.00278 hours <br />1.653439e-5 weeks <br />3.805e-6 months <br /> of time) in the representation of the Enron Committee will advise the PG&E 24 Committee with respect to any matter. Milbank will review the firewall on a monthly basis to 25 ensure that it is current and that there has been no breach.
26
- 21.
Out of an abundance of caution, Milbank will not participate in any 27 proceedings in the PG&E Bankruptcy Case that relate to claims brought by or against Enron.
28 LAI :#6227068v4
-6 Declaration of Robert Jay Moore re Second Interim Application
1
- 22.
With regard to recently appointed Committee member Reliant Resources, 2
Inc. ("Reliant"), Milbank has conducted a conflicts search. The conflicts search indicates that 3
Milbank has not represented Reliant in the past. Milbank has represented other clients in 4
transactions in which Reliant was a participating party, such as:
5
.(a) Milbank's representation of Fortis Bank in financing on a Texas energy 6
project which sold power to Reliant Energy, Inc.;
7 (b) Milbank's representation of Donaldson Lufkin & Jenrett Securities 8
Corporation as arranger in an offering by Investor Trust, which was to contribute proceeds of the 9
offering to an investment trust owned 50% by Reliant Energy, Inc.;
10 11 (c) Milbank's representation of Citibank, N.A., as agent for a credit agreement in 12, connection with a project sponsored by Reliant Energy, Inc.;
12 C.)
Y 13 (d) Milbank's representation of HoustonStreet.com in a reorganization, in which 14 Reliant Energy, Inc. was a co-venturer;
<z.
1 15 (e) Milbank's representation of Bank of America in a financing of a cogeneration 16 16 facility owned by Reliant Energy Channelview LP; z
S17 17 (f) Milbank's representation of JP Morgan/Chase in connection with analysis of 18 certain litigation filed against, among others, Reliant Energy, Inc.; and 19 20 (g) Milbank's representation of Enron Wholesale Services, Inc. in connection 21 with its agreements with a number of parties, including Reliant Energy Services, Inc.
22 I declare under penalty of perjury under the laws of the United States of America 23 that the foregoing is true and correct.
24 Executed this/2 ¢' day of January, 2002 at Los Angeles, California.
25 26Robert Jay Moore/
27 28 LAI :#6227068v4
-7 Declaration of Robert Jay Moore re Second Interim Application
EXHIBIT "1"
Summary of Hours Billed Timekeeper Paul S. Aronzon Michael H. Diamond Edwin F. Feo Robert Jay Moore Simon Friedman Neil J. Wertlieb Thomas R. Kreller Allan T. Marks Thomas R. Kreller Steven M. Kramer Orlan M. Johnson Fred Neufeld Michael Dayen Taline Grigorian Michael I. Sorochinsky David B. Zolkin Kevin R. Mc Spadden Sabina Bhalla Chandra L. Gooding Carla J. Urquhart Ines M. Cho Lorie A. Ball Roger S. Chae Brian I. Hamblet John G. Ha Jaime J. Rodriguez Position Partner Partner Partner Partner Partner Partner Partner Partner Partner Of Counsel Of Counsel Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Hours 658.15 10.80 184.40 457.00 17.00 1.50 4.20 198.70 27.90 1,559.65 207.30 1.50 208.80 91.90 120.60 50.70 633.60 8.20 380.90 14.50 0.50 71.90 22.40 119.60 92.90 14.10 46.10 16.20 1,684.10 Rate 595 595 595 595 575 525 450 450 420 470 420 435 420 420 420 420 415 385 385 385 350 295 295 295 200 200 Amount 391,599.25 6,426.00 109,718.00 271,915.00 9,775.00 787.50 1,890.00 89,415.00 11,718.00
$893,243.75 97,431.00 630.00
$98,061.00 39,976.50 50,652.00 21,294.00 266,112.00 3,444.00 158,073.50 5,582.50 192.50 27,681.50 7,840.00 35,282.00 27,405.50 4,159.50 9,220.00 3,240.00
$660,155.50
Susan Kim David Levine Francisco Ochoa Aaron Renenger Talis Seja Lee K. Noller Kyle J. Olson Ryan M. Rupe Beth A. Passage Case Clerk Pg&e James M. Schwarz Orlando Villanueva Summer Associate Summer Associate Summer Associate Summer Associate Summer Associate Legal Assistant Legal Assistant Legal Assistant Legal Assistant Case Clerk Other Other Total Hours and Fees Billed 8.50 20.00 3.75 15.00 2.00 49.25 2.20 0.10 1.70 130.60 134.60 306.10 306.10 30.20 30.20 1.15 1.15 3973.85 160 160 160 160 160 135 125 125 100 40 185 105 1,360.00 3,200.00 600.00 2,400.00 320.00
$7,880.00 297.00 12.50 212.50 13,060.00
$13,582.00 12,244.00
$12,244.00 5,587.00
$5,587.00 120.75
$120.75
$1,690,874.00
Summary of Disbursements Billed Description Copying Court Fees Delivery Services/Messengers Meals For Meetings Online Research Court/Clerical Services Docurment/Retrieval/Reproduction Out-of-Town Travel Telephone Total Disbursements Billed
$26,494.95
$3,907.90
$1,793.11
$1,062.22
$22,094.43
$3,257.89
$3,227.40
$23,639.99
$31,173.22
$116,651.11 Amount
EXHIBIT "2"
PG&E-ASSET ANALYSIS AND RECOVERY Summary of Hours Billed Timekeeper Robert Jay Moore Allan T. Marks Michael Dayen Michael I. Sorochinsky Carla J. Urquhart Talis Seja Kyle J. Olson Position Partner Partner Associate Associate Associate Summer Associate Legal Assistant Total Hours and Fees Billed Hours 14.10 7.90 22.00 113.60 4.60 3.70 121.90 2.00 2.00 0.10 0.10 146.00 Rate 595 450 420 420 385 160 125 Amount 8,389.50 3,555.00
$11,944.50 47,712.00 1,932.00 1,424.50
$51,068.50 320.00
$320.00 12.50
$12.50
$63,345.50
PG&E-BUSINESS OPERATIONS Summary of Hours Billed Timekeeper Robert Jay Moore Thomas R. Kreller Fred Neufeld Michael I. Sorochinsky Position Partner Partner Associate Associate Total Hours and Fees Billed Hours 26.90 0.60 27.50 17.70 19.20 36.90 64.40 Rate 595 420 435 420 Amount 16,005.50 252.00
$16,257.50 7,699.50 8,064.00
$15,763.50
$32,021.00
PG&E-ASSET DISPOSITION (EXECUTORY CONTRACTS)
Summary of Hours Billed Timekeeper Paul S. Aronzon Edwin F. Feo Robert Jay Moore Allan T. Marks Thomas R. Kreller Fred Neufeld Taline Grigorian Michael I. Sorochinsky Kevin R. Mc Spadden Ines M. Cho John G. Ha Susan Kim David Levine Francisco Ochoa Aaron Renenger Beth A. Passage James M. Schwarz Position Partner Partner Partner Partner Partner Associate Associate Associate Associate Associate Associate Summer Associate Summer Associate Summer Associate Summer Associate Legal Assistant Other Total Hours and Fees Billed Hours 5.50 2.90 35.00 0.40 4.20 48.00 1.00 44.50 35.40 31.80 19.20 3.60 135.50 8.50 20.00 3.75 15.00 47.25 0.90 0.90 2.50 2.50 234.15 Rate 595 595 595 450 420 435 420 420 415 350 200 160 160 160 160 100 185 Amount 3,272.50 1,725.50 20,825.00 180.00 1,764.00
$27,767.00 435.00 18,690.00 14,868.00 13,197.00 6,720.00 720.00
$54,630.00 1,360.00 3,200.00 600.00 2,400.00
$7,560.00 90.00
$90.00 462.50
$462.50
$90,509.50
PG&E-CASE ADMINISTRATION/U.S. TRUSTEE, COMPLIANCE of Hours Billed Timekeeper Paul S. Aronzon Robert Jay Moore Thomas R. Kreller Allan T. Marks Thomas R. Kreller Fred Neufeld Michael Dayen Michael I. Sorochinsky David B. Zolkin Sabina Bhalla Carla J. Urquhart Ines M. Cho Lee K. Noller Beth A. Passage Case Clerk Pg&e Position Partner Partner Partner Partner Partner Associate Associate Associate Associate Associate Associate Associate Legal Assistant Legal Assistant Case Clerk Hours 16.00 57.90 2.20 3.00 21.40 100.50 33.80 3.50 92.70 0.20.
14.50 0.40 3.20 148.30 2.20 22.40 24.60 306.10 306.10 579.50 Rate 595 595 450 450 420 435 420 420 420 385 385 350 135 100 Amount 9,520.00 34,450.50 990.00 1,350.00 8,988.00
$55,298.50 14,703.00 1,470.00 38,934.00 84.00 5,582.50 154.00 1,120.00
$62,047.50 297.00 2,240.00
$2,537.00 40 12,244.00
$12,244.00 Total Hours and Fees Billed Summary
$132,127.00
PG&E-CLAIMS ADMINISTRATION AND OBJECTIONS Summary of Hours Billed Timekeeper Robert Jay Moore Thomas R. Kreller Fred Neufeld Michael I. Sorochinsky John G. Ha Beth A. Passage Position Partner Partner Associate Associate Associate Legal Assistant Total Hours and Fees Billed Hours 22.20 0.50 22.70 18.40 23.90 0.20 42.50 0.30 0.30 65.50 Rate 595 420 435 420 200 100 Amount 13,209.00 210.00
$13,419.00 8,004.00 10,038.00 40.00
$18,082.00 30.00
$30.00
$31,531.00
PG&E-FEE/EMPLOYMENT APPLICATION Summary of Hours Billed Timekeeper Paul S. Aronzon Michael H. Diamond Edwin F. Feo Robert Jay Moore Allan T. Marks Thomas R. Kreller Steven M. Kramer Fred Neufeld Michael I. Sorochinsky Kevin R. Mc Spadden Beth A. Passage James M. Schwarz Position Partner Partner Partner Partner Partner Partner Of Counsel Associate Associate Associate Legal Assistant Other Total Hours and Fees Billed Hours 13.90 0.80 2.40 50.70 2.00 0.80 70.60 2.20 2.20 4.50 113.70 4.30 122.50 86.10 86.10 1.50 1.50 282.90 Rate 595 595 595 595 450 420 470 435 420 415 100 185 Amount 8,270.50 476.00 1,428.00 30,166.50 900.00 336.00
$41,577.00 1,034.00
$1,034.00 1,957.50 47,754.00 1,784.50
$51,496.00 8,610.00
$8,610.00 277.50
$277.50
$102,994.50
PG&E-FEEIEMPLOYMENT OBJECTIONS Summary of Hours Billed Timekeeper Paul S. Aronzon Edwin F. Feo Robert Jay Moore Thomas R. Kreller Michael I. Sorochinsky Beth A. Passage Position Partner Partner Partner Partner Associate Legal Assistant Total Hours and Fees Billed Hours 3.10 6.20 10.50 0.40 20.20 19.20 19.20 7.10 7.10 46.50 Rate 595 595 595 420 420 100 Amount 1,844.50 3,689.00 6,247.50 168.00
$11,949.00 8,064.00
$8,064.00 710.00
$710.00
$20,723.00
PG&E-STAY LITIGATION Summary of Hours Billed Timekeeper Paul S. Aronzon Robert Jay Moore Fred Neufeld Michael I. Sorochinsky Kevin R. Mc Spadden Beth A. Passage Position Partner Partner Associate Associate Associate Legal Assistant Total Hours and Fees Billed Hours 2.20 19.90 22.10 6.20 71.10 21.60 98.90 0.50 0.50 121.50 Rate 595 595 435 420 415 100 Amount 1,309.00 11,840.50
$13,149.50 2,697.00 29,862.00 8,964.00
$41,523.00 50.00
$50.00
$54,722.50
PG&E-OTKER LITIGATION Summary of Hours Billed Timekeeper Paul S. Aronzon Michael H. Diamond Robert Jay Moore Allan T. Marks Fred Neufeld Michael I. Sorochinsky Kevin R. Mc Spadden Chandra L. Gooding Roger S. Chae Ryan M. Rupe Beth A. Passage Position Partner Partner Partner Partner Associate Associate Associate Associate Associate Legal Assistant Legal Assistant Total Hours and Fees Billed Hours 3.60 10.00 19.60 1.30 34.50 1.00 36.60 8.80 0.50 2.40 49.30 0.50 3.00 3.50 87.30 Rate 595 595 595 450 435 420
.415 385 295 125 100 Amount 2,142.00 5,950.00 11,662.00 585.00
$20,339.00 435.00 15,372.00 3,652.00 192.50 708.00
$20,359.50 62.50 300.00
$362.50
$41,061.00
PG&E-MEETING OF CREDITORS Summary of Hours Billed Timekeeper Paul S. Aronzon Edwin F. Feo Robert Jay Moore Allan T. Marks Michael I. Sorochinsky Kevin R. Mc Spadden Position Partner Partner Partner Partner Associate Associate Total Hours and Fees Billed Hours 11.60 14.80 30.40 6.50 63.30 0.10 3.50 3.60 66.90 Rate 595 595 595 450 420 415 Amount 6,902.00 8,806.00 18,088.00 2,925.00
$36,721.00 42.00 1,452.50
$1,494.50
$38,215.50
PG&E-PLAN & DISCLOSURE STATEMENT Summary of Hours Billed Timekeeper Paul S. Aronzon Edwin F. Feo Robert Jay Moore Simon Friedman Neil J. Wertlieb Thomas R. Kreller Allan T. Marks Steven M. Kramer Fred Neufeld Michael Dayen Taline Grigorian Michael I. Sorochinsky David B. Zolkin Kevin R. Mc Spadden Lorie A. Ball Brian I. Hamblet John G. Ha Ryan M. Rupe Beth A. Passage Orlando Villanueva Position Partner Partner Partner Partner Partner Partner Partner Of Counsel Associate Associate Associate Associate Associate Associate Associate Associate Associate Legal Assistant Legal Assistant Other Total Hours and Fees Billed Hours 602.25 5.00 153.40 10.70 1.50 2.00 90.30 865.15 12.40 12.40 9.30 3.50 6.20 216.80 8.00 3.80 119.60 14.10 4.70 386.00 1.20 10.30 11.50 1.15 1.15 1276.20 Rate 595 595 595 575 525 450 450 470 435 420 420 420 420 415 295 295 200 125 100 105 Amount 358,338.75 2,975.00 91,273.00 6,152.50 787.50 900.00 40,635.00
$501,061.75 5,828.00
$5,828.00 4,045.50 1,470.00 2,604.00 91,056.00 3,360.00 1,577.00 35,282.00 4,159.50 940.00
$144,494.00 150.00 1,030.00
$1,180.00 120.75
$120.75
$652,684.50
PG&E-BUSINESS ANALYSIS Summary of Hours Billed Position Partner Associate Other Total Hours and Fees Billed Timekeeper Robert Jay Moore Michael I. Sorochinsky James M. Schwarz Rate 595 420 185 Hours 14.40 14.40 0.30 0.30 1.00 1.00 15.70 Amount 8,568.00
$8,568.00 126.00
$126.00 185.00
$185.00
$8,879.00
PG&E-TAX ISSUES Summary of Hours Billed Timekeeper Simon Friedman Position Partner Total Hours and Fees Billed Rate 575 Hours 6.30 6.30 6.30 Amount 3,622.50
$3,622.50
$3,622.50
PG&E-NON-WORKING TRAVEL Summary of Hours Billed Timekeeper Edwin F. Feo Robert Jay Moore Allan T. Marks Kevin R. Mc Spadden Total Hours and Fees Billed Position Partner Partner Partner Associate Rate 595 595 450 415 Hours 1.40 2.00 3.00 6.40 2.00 2.00 8.40 Amount 833.00 1,190.00 1,350.00
$3,373.00 830.00
$830.00
$4,203.00
PG&E-FEDERAL REGULATORYIFERC Summary of Hours Billed Timekeeper Edwin F. Feo Allan T. Marks Position Partner Partner Steven M. Kramer Kevin R. Mc Spadden Carla J. Urquhart Roger S. Chae Of Counsel Associate Associate Associate Total Hours and Fees Billed Hours 19.60 1.00 20.60 40.00 40.00 2.10 22.10 51.10 75.30 135.90 Rate 595 450 470 415 385 295 Amount 11,662.00 450.00
$12,112.00 18,800.00
$18,800.00 871.50 8,508.50 15,074.50
$24,454.50
$55,366.50
PG&E-STATE REGULATORYICPUC Summary of Hours Billed Timekeeper Edwin F. Feo Allan T. Marks Kevin R. Mc Spadden Roger S. Chae John G. Ha Jaime J. Rodriguez Position Partner Partner Associate Associate Associate Associate Total Hours and Fees Billed Hours 30.60 33.80 64.40 220.50 39.40 14.60 16.20 290.70 355.10 Rate 595 450 415 295 200 200 Amount 18,207.00 15,210.00
$33,417.00 91,507.50 11,623.00 2,920.00 3,240.00
$109,290.50
$142,707.50
PG&E-REGULATORY PLAN IMPLEMENTATIONICONSUMMATION Summary of Hours Billed Timekeeper Edwin F. Feo Allan T. Marks Position Partner Partner Steven M. Kramer Orlan M. Johnson Kevin R. Mc Spadden Carla J. Urquhart John G. Ha Of Counsel Of Counsel Associate Associate Associate Total Hours and Fees Billed Hours 95.60 32.00 127.60 152.70 1.50 154.20 33.90 45.70 23.00 102.60 384.40 Rate 595 450 470 420 415 385 200 Amount 56,882.00 14,400.00
$71,282.00 71,769.00 630.00
$72,399.00 14,068.50 17,594.50 4,600.00
$36,263.00
$179,944.00
PG&E-LEGISLATIVE Summary of Hours Billed Timekeeper Edwin F. Feo Allan T. Marks Kevin R. Mc Spadden James M. Schwarz Position Partner Partner Associate Other Total Hours and Fees Billed Hours 5.90 17.50 23.40 48.60 48.60 25.20 25.20 97.20 Rate 595 450 415 185 Amount 3,510.50 7,875.00
$11,385.50 20,169.00
$20,169.00 4,662.00
$4,662.00
$36,216.50
EXHIBIT "3"
EXHIBIT "3" Hourly Billing Rates of Milbank Attorneys and Legal Assistants Partners Paul Aronzon
$595 Edwin Feo
$595 Robert Moore
$595 Michael Diamond
$595 Simon Friedman
$575 Neil J. Wertlieb
$525 Thomas R. Kreller
$450 Allan T. Marks
$450 Thomas R. Kreller
$420 Of Counsel Steven Kramer
$470 Orlan M. Johnson
$420 Associates Fred Neufeld
$435 Michael Dayen
$420 Taline Grigorian
$420 Michael I. Sorochinsky
$420 David B. Zolkin
$420 Kevin R. McSpadden
$415 Sabina Bhalla
$385 Chandra L. Gooding
$385 Carla J. Urquhart
$385 Ines M. Cho
$350 Lori A. Ball
$295 Roger S. Chae
$295 Brian I. Hamblet
$295 John G. Ha
$200 Jaime J. Rodriguez
$200 Summer Associates Susan Kim
$160 David Levine
$160 Francisco Ochoa
$160 Aaron Renenger
$160 Talis Seja
$160 Legal Assistants Lee K. Noller
$135 Kyle J. Olson
$125 Ryan M. Rupe
$125 Beth A. Passage
$100 Miscellaneous James M. Schwarz
$185 Orlando Villanueva
$105 PG&E Case Clerk
$ 40
EXHIBIT "4"
MILBANK, TWEED, HADLEY & MCGLOY LLP 601 SOUTH FIGUEROA STREET NEW YORK 212-530-5000 FAX: 212-530-5219 WASHINGTON, D.C.
202-835-7500 FAX: 202-835-7586 PALO ALTO 650-739-7000 FAX: 650-739-7100 LONDON 44-171-448-3000 FAX: 44-171-448-3029 THIRTIETH FLOOR LOS ANGELES, CA 90017-5735 FRANKFURT 49-69-7593-7170 FAX: 49-69-7593-8303 January 12, 2002 VIA FEDERAL EXPRESS Clara Yang Strand Managing Director Bank of America, N.A.
CA 9-706-11-21 555 South Flower Street, 1 1th Floor Los Angeles, California 90071-2385 Kenneth E. Smith Senior Asset Manager Delta Power Company, LLC 2100 Santiago Drive Newport Beach, CA 92660 Re:
Pacific Gas & Electric Company
Dear Clara and Ken:
Enclosed for your review is the (i) Second Interim Application of Milbank, Tweed, Hadley & McCloy LLP for Allowance of Payment of Compensation and Reimbursement of Expenses (August 1, 2001 through November 30, 2001); (ii) Declarations of Robert Jay Moore and Edwin E. Feo in support thereof; and (iii) Milbank, Tweed, Hadley & McCloy LLP's Time Records Exhibit for the Period August 1, 2001 through November 30, 2001.
The Court's Guidelines for Compensation and Expense Reimbursement of Professionals and Trustees provide that a debtor in possession, a trustee or an official committee must exercise reasonable business judgment in monitoring fees and expenses of the estate's professionals. We invite you to discuss any objections, concerns or questions you may have with us. The Office of the United States Trustee will also accept your comments. The Court will also consider timely filed objections by any party in interest at the time of the hearing.
Thank you.
Very truly yours, Robert Jay Moore RJM:bap Enclosures cc:
Paul S. Aronzon, Esq. (w/o encl.)
LAI :#6227114vl TOKYO 213-892-4000 813-3504-1050 FAX: 813-3595-2790 FAX: 213-629-5063 HONG KONG 852-2971-4888 FAX: 85 -2840-0792 SINGAPORE 65-428-2400 FAX: 65-428-2500