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Category:Legal-Correspondence
MONTHYEARML23192A0192023-07-0303 July 2023 7-3-23 Petitioners Excerpts of Record Index (9th Cir.)(Case No. 23-852) ML23192A0212023-07-0303 July 2023 7-3-23 Petitioners Excerpts of Record Volume 1 (9th Cir.)(Case No. 23-852) ML23192A0232023-07-0303 July 2023 7-3-23 Petitioners Excerpts of Record Volume 2 (9th Cir.)(Case No. 23-852) ML23192A0252023-07-0303 July 2023 7-3-23 Petitioners Excerpts of Record Volume 3 (9th Cir.)(Case No. 23-852) ML23161A0012023-06-0606 June 2023 6-6-23 Respondents Motion to Extend the Time to File the Certified Index (9th Cir.)(Case No. 23-852) ML23144A2482023-05-17017 May 2023 5-17-23 Motion to Intervene Filed by Pge (9th Cir.)(No. 23-852) ML23136A0132023-05-10010 May 2023 5-10-23 Slompf Mediation Questionnaire (9th Cir.)(Case No. 23-852) ML21067A4142021-03-0808 March 2021 3-8-21 Mandate from 9th Circuit - Public Watchdogs V NRC 9th Cir 20-70899(Filed) ML18337A0642018-11-26026 November 2018 Court Mandate - 11-26-2018 - Foe V NRC - DC Cir 16-1004 ML16314B6872016-11-0909 November 2016 Intervenors' Request for Documents and Records from the Nuclear Relation to Geology and Seismicity ML16057A1982016-02-25025 February 2016 Federal Respondent'S Response to Opposition to Petitioner'S Motion to Hold the Case in Abeyance 2-25-16 ML16043A4972016-02-11011 February 2016 Petitioners Certificate Parties 2-11-16 ML15012A5462014-12-12012 December 2014 14-1213(D.C.Cir.) Certified Index of Record (Filed) ML15007A5122014-12-0101 December 2014 Petitioner'S Filing of the Underlying Decision from Which the Petition Arises ML12137A0242012-05-15015 May 2012 Diablo Canyon - May Hearing File Update ML1030200242010-10-28028 October 2010 San Luis Obispo Mothers for Peace V. USNRC; No. 08-75058 - Oral Argument Scheduled for November 4, 2010 Before Judges Reinhardt, Thomas & Chief Judge Restani of the International Court of Trade ML0717601352007-05-0303 May 2007 5/3/2007 - Petitioner'S Reply to Respondents' Opposition to Motion for Attorneys Fees and Costs Between San Luis Obispo Mother for Peace V. USNRC and Pacific Gas & Electric Co; No. 03-74628 ML0717601492007-02-14014 February 2007 2/14/2007 - Corrected Petitioners Motion for Attorney'S Fees and Costs, Errata Sheet and Additional Declarations; No. 03-74628 ML0703305102006-11-17017 November 2006 No. 06-466; Letter from the Honorable William K. Suter Granting the Extension of Time ML0703304402006-11-16016 November 2006 No. 06-466; Letter to the Honorable William K. Suter Petition for a Writ of Certiorari ML0703304422006-10-25025 October 2006 Corrected Letter from the Honorable William K. Suter for the Extension of Time No. 06-466 ML0703304442006-10-23023 October 2006 Letter from William K. Suter, Clerk Response to the Petition for a Writ of Certiorari Granting Extension of Time ML0703305212006-10-20020 October 2006 Letter to the Honorable William K. Suter, Regarding Pacific Gas & Electric Company V. San Luis Obispo Mother for Peace, Et At. S. Ct No. 06-466 ML0703305182006-10-20020 October 2006 Letter to U.S. Supreme Court Docket No. 06-466 Requesting a 29-Day Extension of Time for Filing an Opposition to the Petition for Certiorari ML0622301182006-07-0606 July 2006 Reply to Petitioners' Response to Government'S Motion for Extension of Time within Which to File a Petition for Rehearing or Rehearing En Banc, Dated 07/06/2006 ML0622301172006-07-0505 July 2006 Petitioners' Response to Us Nrc'S Motion for Extension of Time to File Petition for Rehearing, Dated 07/05/2006 ML0622301232006-06-29029 June 2006 Federal Respondents' Motion for Extension of Time in Which to File a Petition for Rehearing En Banc, Dated 06/29/2006 ML0622301222006-06-0202 June 2006 Petition for Review of an Order of the Nuclear Regulatory Commission, Filed 06/02/2006 ML0533202202005-11-17017 November 2005 Federal Respondents' Fifth Filing Under Frap 28J, Dated 11/17/05 ML0531801412005-11-0909 November 2005 Federal Respondents' Fourth Filing Under Frap 28J, Dated 11/9/05 ML0533202592005-10-11011 October 2005 Federal Respondents' Second Filing Under Frap 28J, Dated 10/11/05 ML0503101152005-01-12012 January 2005 Original Mandate Transmitted to NRC, Dated 01/12/05 ML0436502262004-11-24024 November 2004 Letter to Court Clerk from G. Kim Clarification of a Post-Oral Argument Letter, Dated 11/24/04 ML0436502302004-11-19019 November 2004 Letter to Court Clerk from R. Mcdiarmid Information of e-mail Messages, Dated 11/19/04 ML0436502382004-11-15015 November 2004 Facsimile Message to Courtroom Deputy Clerk from G. Kim Oral Argument Schedules 11/19/04 ML0436502342004-11-15015 November 2004 Letter to Court Clerk from R. Mcdiarmid Oral Argument for 11/19/04, Dated 11/15/04 ML0421802322004-07-30030 July 2004 Errata Re Eighth and Final Fee Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for Winston & Strawn ML0421702892004-07-26026 July 2004 Final Application of Pricewaterhousecoopers Llp for Allowance and Payment of Compensation and Reimbursement of Expenses (September 1, 2002 Through February 28, 2003) ML0421004272004-07-21021 July 2004 Notice of Motion and the California Power Exchange Corporation Motion for Authority to Amend Prepetition Claim, Memorandum of Points and Authorities, Declaration of Marc S. Cohen in Support Thereof ML0421004302004-07-20020 July 2004 Notice of Application & California Power Exchange Corporation'S Application for Payment of Professional Compensation & Reimbursement of Expenses Under 11 U.S.C. 503(b)(3) & (4); Memorandum of Points and Authorities; Declarations of Cohen, R ML0420202962004-07-12012 July 2004 Eighth and Final Application for Allowance of Fees and Expenses of Winston & Strawn Llp (August 16, 2001 Through April 12, 2004) ML0420302692004-07-12012 July 2004 Ninth Interim and Final Application of FTI Consulting Inc. for Allowance and Payment of Compensation and Reimbursement of Expenses (April 11, 2001 Through April 12, 2004); Declaration of Thomas E. Lumsden in Support Thereof ML0420203032004-07-12012 July 2004 Exhibits in Support of Motion of the City of Palo Alto for Order Directing Payment of Reasonable Attorneys' Fees and Costs Pursuant to Section 503(b)(3)(D), 503(b)(3)(F) and 503(b)(4) ML0421004192004-07-0404 July 2004 Appendix of Exhibits in Support of the California Power Exchange Corporation'S Application for Payment of Professional Compensation and Reimbursement of Expenses Under 11 U.S.C. 503(b)(3) and (4) ML0416706302004-06-0707 June 2004 Modesto Irrigation District'S Response to Debtor'S Objection to Claim ML0416005722004-05-28028 May 2004 Rothschild Inc'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004 - April 12, 2004 ML0416005602004-05-28028 May 2004 Deloitte & Touche Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses (March 1, 2004 to April 12, 2004) ML0416001862004-05-28028 May 2004 Cooley Godward Llp'S Thirty-Fifth Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004 - April 12, 2004 ML0415902522004-05-28028 May 2004 Saybrook Capital, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1 Through April 12, 2004 ML0415603342004-05-27027 May 2004 Howard, Rice, Nemerovski, Canady, Falk & Rabkin Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1, 2004 Through April 12, 2004 2023-07-03
[Table view] Category:Legal-Correspondence/Maintenance
MONTHYEARML0533202202005-11-17017 November 2005 Federal Respondents' Fifth Filing Under Frap 28J, Dated 11/17/05 ML0531801412005-11-0909 November 2005 Federal Respondents' Fourth Filing Under Frap 28J, Dated 11/9/05 ML0533202592005-10-11011 October 2005 Federal Respondents' Second Filing Under Frap 28J, Dated 10/11/05 ML0503101152005-01-12012 January 2005 Original Mandate Transmitted to NRC, Dated 01/12/05 ML0436502262004-11-24024 November 2004 Letter to Court Clerk from G. Kim Clarification of a Post-Oral Argument Letter, Dated 11/24/04 ML0436502302004-11-19019 November 2004 Letter to Court Clerk from R. Mcdiarmid Information of e-mail Messages, Dated 11/19/04 ML0436502382004-11-15015 November 2004 Facsimile Message to Courtroom Deputy Clerk from G. Kim Oral Argument Schedules 11/19/04 ML0436502342004-11-15015 November 2004 Letter to Court Clerk from R. Mcdiarmid Oral Argument for 11/19/04, Dated 11/15/04 ML0421802322004-07-30030 July 2004 Errata Re Eighth and Final Fee Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for Winston & Strawn ML0421702892004-07-26026 July 2004 Final Application of Pricewaterhousecoopers Llp for Allowance and Payment of Compensation and Reimbursement of Expenses (September 1, 2002 Through February 28, 2003) ML0421004272004-07-21021 July 2004 Notice of Motion and the California Power Exchange Corporation Motion for Authority to Amend Prepetition Claim, Memorandum of Points and Authorities, Declaration of Marc S. Cohen in Support Thereof ML0421004302004-07-20020 July 2004 Notice of Application & California Power Exchange Corporation'S Application for Payment of Professional Compensation & Reimbursement of Expenses Under 11 U.S.C. 503(b)(3) & (4); Memorandum of Points and Authorities; Declarations of Cohen, R ML0420302692004-07-12012 July 2004 Ninth Interim and Final Application of FTI Consulting Inc. for Allowance and Payment of Compensation and Reimbursement of Expenses (April 11, 2001 Through April 12, 2004); Declaration of Thomas E. Lumsden in Support Thereof ML0420203032004-07-12012 July 2004 Exhibits in Support of Motion of the City of Palo Alto for Order Directing Payment of Reasonable Attorneys' Fees and Costs Pursuant to Section 503(b)(3)(D), 503(b)(3)(F) and 503(b)(4) ML0420202962004-07-12012 July 2004 Eighth and Final Application for Allowance of Fees and Expenses of Winston & Strawn Llp (August 16, 2001 Through April 12, 2004) ML0421004192004-07-0404 July 2004 Appendix of Exhibits in Support of the California Power Exchange Corporation'S Application for Payment of Professional Compensation and Reimbursement of Expenses Under 11 U.S.C. 503(b)(3) and (4) ML0416706302004-06-0707 June 2004 Modesto Irrigation District'S Response to Debtor'S Objection to Claim ML0416001862004-05-28028 May 2004 Cooley Godward Llp'S Thirty-Fifth Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004 - April 12, 2004 ML0416005722004-05-28028 May 2004 Rothschild Inc'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004 - April 12, 2004 ML0416005602004-05-28028 May 2004 Deloitte & Touche Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses (March 1, 2004 to April 12, 2004) ML0415902522004-05-28028 May 2004 Saybrook Capital, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1 Through April 12, 2004 ML0415603342004-05-27027 May 2004 Howard, Rice, Nemerovski, Canady, Falk & Rabkin Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1, 2004 Through April 12, 2004 ML0415603072004-05-26026 May 2004 FTI Consulting Inc. Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1, 2004 to April 12, 2004 ML0415508302004-05-26026 May 2004 Steefel, Levitt & Weiss'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1-12 2004 ML0415603352004-05-25025 May 2004 Innisfree M&A Incorporated'S Fourth Interim Cover Sheet Application for Allowance and Payment of Compensation and Reimbursement of Expenses for the Period January 1, 2004 - April 12, 2004 ML0415902482004-05-25025 May 2004 Milbank, Tweed, Hadley & Mccloy Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1, 2004 Through April 12, 2004 ML0415404112004-05-24024 May 2004 Winston & Strawn Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1.2004 Through April 12 2004 ML0414900892004-05-21021 May 2004 Heller Ehrman White & Mcauliffe Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004, Through April 12, 2004 ML0415903242004-05-21021 May 2004 Public Policy Advocates Llc'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for April 1, 2004 Through April 12, 2004 ML0414701812004-05-20020 May 2004 Legc, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1. 2004 to April 12 200 ML0413203762004-04-30030 April 2004 Saybrook Capital, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for March 1 Through March 31, 2004 ML0412705072004-04-30030 April 2004 Steefel, Levitt & Weiss'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period March 1-31, 2004 ML0413303832004-04-30030 April 2004 Rothschild Inc'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period March 1, 2004 - March 31, 2004 ML0413303802004-04-30030 April 2004 Howard, Rice, Nemerovski, Canady, Falk & Rabkin Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for March. 2004 ML0413203702004-04-30030 April 2004 FTI Consulting Inc. Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for March 1, 2004 to March 31, 2004 ML0413202012004-04-30030 April 2004 Cooley Godward Llp'S Thirty-Fourth Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period March 1, 2004 - March 31, 2004 ML0413203752004-04-30030 April 2004 Heller Ehrman White & Mcauliffe Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period March 1, 2004, Through March 31, 2004 ML0412700262004-04-29029 April 2004 Winston & Strawn Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period, March 1. 2004 Through March 31. 2004 ML0412700412004-04-27027 April 2004 Keker & Van Nest'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period March 1, 2004 to March 31, 2004 ML0414701802004-04-23023 April 2004 Milbank, Tweed, Hadley & Mccloy Llp'S Cover Sheet - Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for March 2004 ML0412102292004-04-22022 April 2004 Lecg, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period 03/01-31/2004 ML0414701852004-04-15015 April 2004 Public Policy Advocates Llc'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for March 1, 2004 Through March 31, 2004 ML0414102072004-04-12012 April 2004 Keker & Van Nest'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period April 1, 2004 to April 12, 2004 ML0410703992004-03-31031 March 2004 FTI Consulting Inc. Cover Sheet Applications for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for February 1, 2004 to February 29, 2004 ML0409804962004-03-31031 March 2004 Cooley Godward Llp'S Thirty-Third Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period February 1, 2004 - February 29, 2004 ML0409704632004-03-30030 March 2004 Howard, Rice, Nemerovski, Canady, Falk & Rabkin Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for February, 2004 ML0409704442004-03-30030 March 2004 Deloitte & Touche Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses (February 1, 2004, to February 29, 2004) ML0409704382004-03-29029 March 2004 Lecg, LLC Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period February 1, 2004 to February 29, 2004 ML0409703622004-03-29029 March 2004 Skadden, Arps, Slate, Meagher & Flom Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for the Period February 1, 2004 Through February 29, 2004 ML0409805892004-03-26026 March 2004 Milbank, Tweed, Hadley & Mccloy Llp'S Cover Sheet Application for Allowance and Payment of Interim Compensation and Reimbursement of Expenses for February 2004 2005-11-09
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Text
1 JAMES L. LOPES (No. 63678)
JEFFREY L. SCHAFFER (No. 91404) 2 GARY M. KAPLAN (No. 155530)
HOWARD, RICE, NEMEROVSKI, CANADY, 3 FALK & RABKIN A Professional Corporation 4 Three Embarcadero Center, 7th Floor San Francisco, California 94111-4065 5 Telephone: 415/434-1600 Facsimile: 415/217-5910 6
Attorneys for Debtor and Debtor in Possession 7 PACIFIC GAS AND ELECTRIC COMPANY 8 WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue 9 New York, New York 10153 (212) 310-8000 10 DEWEY BALLANTINE LLP 11 Two Houston Center 909 Fannin Street, Suite 1100 12 Houston, Texas 77010 (713) 576-1500 HCWARD 13 cNE RKE 14 Attorneys for Co-Plan Proponent PG&E CORPORATION RNJ(
,_*o* 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN FRANCISCO DIVISION 18 19 In re Case No. 0 1-30923 DM 20 PACIFIC GAS AND ELECTRIC Chapter 11 COMPANY, a California corporation, 21 HEARING Debtor.
22 Date: February 27, 2002 Time: 1:30 p.m.
23 Federal I.D. No. 94-0742640 Place: 235 Pine Street, 22nd Floor San Francisco, California 24 25 DECLARATION OF KENT HARVEY IN SUPPORT OF RESPONSE BY PACIFIC GAS AND ELECTRIC COMPANY AND PG&E CORPORATION 26 TO TERM SHEET SUBMITTED BY CALIFORNIA PUBLIC UTILITIES COMMISSION FOR PROPOSED 27 CHAPTER 11 PLAN FOR PACIFIC GAS AND ELECTRIC COMPANY 28 HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER .11 TERM SHEET SUBMITTED BY CPUC
1 I, Kent Harvey, declare as follows:
2 1. I am the chief financial officer of Pacific Gas and Electric Company, the debtor 3 and debtor in possession in the above-captioned Chapter 11 case (the "Debtor" or "PG&E").
4 This Declaration is based on my personal knowledge of the Debtor's operations and 5 financial position. If called as a witness, I could and would testify competently to the facts 6 stated herein.
7 2. I make this declaration in support of the response by the Debtor and PG&E 8 Corporation ("Parent") (collectively, the "Respondents") to the "Proposed Plan Term Sheet" 9 (the "Term Sheet") submitted by the California Public Utilities Commission ("CPUC")
10 regarding the CPUC's proposed alternative to the pending First Amended Plan of 11 Reorganization, as modified to date (the "PG&E Plan"), jointly propounded by PG&E and 12 its Parent.
HOWtARD 13 3. The Term Sheet proposes to reinstate certain debt and other obligations, take I.KE CANAD 14 existing cash along with cash to be received from retaining existing rates in effect until EUJI 15 January 31, 2003, and use the cash balance at that date to repay remaining claims. The Term 16 Sheet starts with an adjusted aggregate claim amount of $12.659 billion, proposes to 17 reinstate (or reestablish obligations to be dealt with in the ordinary course) $5.795 billion of 18 that amount, and proposes to use estimated cash on hand of $6.864 billion at January 31, 19 2003 to repay remaining claims.
20 4. As detailed below, this analysis of cash sources and uses falls short by at least 21 $4.5 billion dollars, based on an overstatement of available cash on the proposed effective 22 date of more than $2.0 billion and an understatement of obligations to be paid out of cash on 23 the proposed effective date of over $2.5 billion.
24 5. The Term Sheet (in Schedule 3 of Exhibit B) forecasts approximately $1.75 25 billion of "utility residual generation revenues" that are projected to accrue over a 14 month 26 period (from December 1, 2001 through January 31, 2003). Even if the CPUC's estimates 27 are accepted as accurate, the Term Sheet fails to reflect the state and federal income taxes 28 that PG&E is required to pay with respect to this income. Such taxes, which are payable at HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC 1 the rate of 40.75%, would amount to approximately $710 million. Accordingly, the initial 2 available cash projected under the Term Sheet as of the proposed effective date should be 3 reduced by this $710 million amount.
4 6. The Term Sheet (in Schedules 1, 3 and 4 of Exhibit B) overstates initial projected 5 cash available by failing to reflect payments of $650 million made by PG&E in December of 6 2001 for income and property taxes. At December 31, 2001, PG&E's cash balance 7 amounted to approximately $4.22 billion, as compared to the amount of approximately $4.88 8 billion as of November 30, 2001 reflected on the Term Sheet.- Accordingly, the available 9 cash projected under the Term Sheet as of the proposed effective date should be reduced by 10 this $650 million amount.
11 7. The Term Sheet's analysis of cash available.on the proposed effective date to pay 12 claims fails to account for capital expenditures in excess of depreciation by PG&E. PG&E's HOWAM 13 annual capital expenditures in 2002 (as described Appendix C to PG&E's Disclosure RKM cAky 14 Statement) are expected to be approximately $1.5 billion. Based on annual depreciation of RUX 4*o.iC, 15 approximately $1 billion, this requires approximately $500 million of incremental cash 16 sources to fund annual capital expenditures, such as new distribution lines or gas pipeline 17 replacements. By assuming that all of PG&E's return on investment will be accrued to fund 18 payments to creditors, the Term Sheet fails to include any funds in excess of depreciation for 19 these capital expenditures. Accordingly, the available cash projected under the Term Sheet 20 as of the proposed effective date should be reduced by $500 million, based on expected 2002 21 capital expenditures, net of annual depreciation.
22 8. The Term Sheet (in Schedule 3 of Exhibit B) forecasts postpetition interest of 23 $282 million with respect to PG&E's mortgage bonds and $746 million with respect to other 24 claims, or a total of $1.028 billion. PG&E's calculations reflect that, based on the provisions 25 set forth in the Term Sheet, the amount of post-petition interest is approximately $1.251 26 billion, or an understatement of $223 million. Since the Term Sheet provides for the 27 payment of all postpetition interest in cash as of the proposed effective date, the available 28 cash projected under the Term Sheet as of the proposed effective date should be decreased HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC 1 by approximately $220 million to account for payment of the understated postpetition 2 interest.
3 9. The Term Sheet (in Schedule 2 of Exhibit B) "adjusts" Class 5 (General 4 Unsecured) Claims by reducing them by $1.06 billion (from $4.57 billion to $3.51 billion) 5 from the amount set forth in the First Amended Disclosure Statement pertaining to the 6 PG&E Plan (as amended, "PG&E's Disclosure Statement"). Footnote 3 to Schedule 2 7 explains that such reduction reflects the reclassification of $1.06 billion of QF claims to 8 administrative expense claims. However, PG&E's Disclosure Statement already reflects this 9 adjustment. Thus, the Term Sheet understates Class 5 Claims by $1.06 billion. Since the 10 Term Sheet provides for the payment of all Class 5 Claims in cash, the Term Sheet's 11 projected cash requirements on the proposed effective date should be increased by $1.06 12 billion to account for payment in cash of the understated Class 5 Claims.
HcW4_ 13 10. The Term Sheet (in Schedules 1, 2 and 5 of Exhibit B) reflects reinstated C 14 obligations of approximately $5.8 billion. However, approximately $940 million of these BUX 15 obligations apparently cannot be reinstated. This includes the following:
16 (a) Approximately $333 million (1992 Series A) of PG&E's Secured First Mortgage 17 Bonds (Class 3) cannot be reinstated under the CPUC's contemplated plan, because such 18 debt matures by its terms on March 1, 2002, well before the effective date of the CPUC's 19 contemplated plan.
20 (b) The Term Sheet proposes to reinstate Letter of Credit Backed PC -Bond Claims and 21 Letter of Credit Bank Claims (Classes 4d and 4e under the PG&E Plan) aggregating $610 22 million. If the Letter of Credit Banks do not agree to the CPUC's proposed plan (and 23 Respondents believe that it is unlikely they will), such claims would apparently not be 24 subject to reinstatement, as the Letter of Credit Banks cannot be forced to renew or extend 25 these letters of credit, all of which expire by their own terms in 2002 or 2003, and as to 26 which the Letter of Credit Banks can trigger draws on the Letters of Credit (based on 27 existing defaults under the Letter of Credit Reimbursement Agreements) and redeem the 28 Letter of Credit Backed PC Bonds.
HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC 1 Accordingly, the Term Sheet's proposed effective date cash requirements should be 2 increased by $943 million to account for payment in cash of the foregoing debts.
3 11. The Term Sheet (in Exhibit A at 6) estimates Class 6 (ISO, PX and Generator) 4 Claims at $1.07 billion and Class 7 (ESP) Claims at $420 million. These are the same 5 estimated amounts set forth in PG&E's Disclosure Statement, which reflects estimated 6 reductions of $400 million and $100 million, respectively, for refunds that FERC is expected 7 to order. However, the Term Sheet (at 3) provides for establishment of a litigation trust for 8 the sole benefit of PG&E's ratepayers (rather than creditors), and would assign to the 9 litigation trust "affirmative recoveries related to refund claims pending before the FERC."
10 Thus, if the CPUC intends to credit the FERC refunds to the litigation trust (for the benefit 11 of ratepayers), such $500 million in estimated refunds would not be available to offset Class 12 6 and Class 7 Claims. Accordingly, the $500 million in estimated FERC refunds already HcW4I 13 reflected as an offset in the Class 6 and 7 Claims in the PG&E Plan should be added back to RICE G4wD 14 the Class 6 and Class 7 claims as stated in the Term Sheet, thereby raising the cash
&IRAMIN I~o.d, 15 requirements on the proposed effective date by $500 million to account for payment in cash 16 of such obligations.
17 12. In order to correct the foregoing errors in the Term Sheet, projected initial cash 18 available to pay creditors as of the proposed effective date should be reduced by more than 19 $2.0 billion (based on failure to account for approximately $710 million of taxes payable on
.20 utility residual generation revenues, failure to account for payments of approximately $650 21 million in December 2001 for income and property taxes, failure to provide for net capital 22 expenditures of approximately $500 million in 2002 and understatement of postpetition 23 interest of approximately $220 million), and projected cash requirements for satisfying 24 claims on the proposed effective date should be increased by over $2.5 billion (based on 25 understatement of $1.06 billion in Class 5 (General Unsecured) Claims, required payment of 26 approximately $940 million of debt not subject to reinstatement and understatement of $500 27 million in Class 6 (ISO, PX and Generator) and Class 7 (ESP) Claims).
28 13. The foregoing adjustments to the CPUC's figures will result in a shortfall of more HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC 1 than $4.5 billion between the obligations under the CPUC's contemplated plan and the 2 resources available to satisfy such obligations. Given that PG&E will have a sub-investment 3 grade credit rating, large capital investment requirements, and significant working capital 4 requirements, it is my understanding that PG&E would be unable to finance a shortfall of 5 this magnitude under the Term Sheet proposed by the CPUC.
6 14. While the Term Sheet contemplates PG&E securing a credit facility to fund, 7 among other things, capital expenditures and working capital, based on the lack of assurance 8 regarding PG&E's creditworthiness, it is my understanding that such a credit facility, in 9 combination with the more than $4.5 billion necessary to fund the cash shortfall in the Term 10 Sheet, would be unavailable to PG&E under the Term Sheet proposed by the CPUC.
11 15. Under the tariffs of the California Independent System Operator ("ISO"), PG&E 12 is foreclosed from purchasing power through the ISO's markets unless it is investment grade HCVAXD 13 or is able to post collateral, including cash, letters of credit or surety bonds. It is my RKZ M 14 understanding that the CPUC's contemplated plan and PG&E's expected sub-investment
&RAWN~
15 grade status thereunder would leave PG&E with inadequate resources for posting collateral 16 or pre-paying for necessary obligations (e.g., natural gas supplies for core gas customers, 17 electrical energy and ancillary services procured for electric customers and workers 18 compensation liabilities). It is also my understanding that PG&E would be unable to 19 procure sufficient power and gas on anything other than a monthly or "spot" basis.
20 Therefore, its customers would be directly exposed to the price volatility of the gas and 21 power markets beyond the current month.
22 16. The Plan contemplated by the Term Sheet purports to reinstate more than $4 23 billion of claims that would not be subject to reinstatement under the PG&E Plan, including 24 $3.3 billion of mortgage bonds that would be paid fully in cash under the PG&E Plan.
25 Given that these bondholders originally purchased bonds that were rated "A" or better (by 26 both Moody's and Standard & Poor's) and the CPUC's contemplated plan is expected to 27 have their credit rating be well into the speculative range, the Debtor and its financial 28 advisors estimate that, based on current market conditions, the mortgage bonds would HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC 1 reasonably be expected to trade at a material discount of their par value upon consummation 2 of the CPUC's contemplated plan.
3 I declare under penalty of perjury under the laws of the United States of America and 4 the State of California that the foregoing is true and correct. Executed thisZ-dtay of 5 February, 2002 at San Francisco, California.
6 7
8 9 WD 022002/F-1419915/YI 1/976830/v2 10 11 12 HC7ARD 13 RKE BULK
~ 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HARVEY DECL. RE PG&E'S RESPONSE TO CHAPTER 11 TERM SHEET SUBMITTED BY CPUC