ML023220022
| ML023220022 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 11/06/2002 |
| From: | Aronzon P - No Known Affiliation |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 01-30923 DM, 94-0742640 | |
| Download: ML023220022 (7) | |
Text
PAUL S. ARONZON, SBN 88781 ROBERT JAY MOORE, SBN 77498 MICHAEL I. SOROCHINSKY, SBN 166708 MILBANK, TWEED, HADLEY & McCLOY LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 Telephone: (213) 892-4000 Facsimile: (213) 629-5063 Attorneys for Official Committee of Unsecured Creditors 1
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In re PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Debtor.
Federal I.D. No. 94-0742640 Case No. 01-30923 DM Chapter 11 Case Date: November 15, 2002 Time: 1:30 p.m.
Place: 235 Pine Street, 22'ý Floor, San Francisco, California DECLARATION OF PAUL S. ARONZON IN SUPPORT OF MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AUTHORITY TO INCUR PLAN IMPLEMENTATION EXPENSES AND EX PARTE APPLICATION FOR ORDER SHORTENING TIME FOR HEARING THEREON LAI #6248883vi Declaration of Paul S. Aronzon in Support of Motion for Authority to Incur Expenses and Ex Parte Application UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
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1 I, Paul S. Aronzon, declare:
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I am a partner at Milbank, Tweed, Hadley & McCloy ("Milbank"),
3 counsel to the Official Committee of Unsecured Creditors (the "Committee") in the Pacific Gas 4
and Electric Company ("PG&E") chapter 11 bankruptcy case (the "Case"). I am one of the 5
partners at Milbank primarily responsible for the representation of the Committee in the Case. I 6
have personal knowledge of the facts set forth below, and if called upon, I could and would 7
testify competently with regard thereto. I make this declaration in support of the Second Motion 8
of the Official Committee of Unsecured Creditors for Authority to Incur Plan Implementation 9
Expenses (the "Motion") and the Ex Parte Application of the Official Committee of Unsecured 10 Creditors for Order Shortening Time for Hearing on Second Motion of the Official Committee of 11 Unsecured Creditors for Authority to Incur Plan Implementation Expenses (the "Application").
12 The Application and Motion are filed concurrently herewith.
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There have been no previous time modification requests related to the 14 Motion. On November 6, 2002, counsel for the Committee left a message for Patricia Cutler of 15 the Office of the United States Trustee notifying her that the Committee would be filing the 16 Motion and Application that day, and would seek to have the Motion heard on November 15, 17 2002 at 1:30 p.m., and the Application heard on November 8, 2002 at 1:30 p.m. On November 18 5, 2002, counsel for the Committee spoke with James Lopes, counsel for PG&E, and notified 19 him that the Committee would be filing the Motion and Application on November 6, 2002, and 20 would seek to have the Motion heard on November 15, 2002 at 1:30 p.m, and the Application 21 heard on November 8, 2002 at 1:30 p.m. Mr. Lopes indicated that he would agree to this 22 schedule, provided that PG&E's responsive pleadings would not be due until November 14, 23 2002 at 2:00 p.m.
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The Committee has contacted Fitch Ratings ("Fitch") to issue an 25 indicative ratings letter (the "Ratings Letter") with respect to debt and equity securities that will 26 be issued under the Second Amended Plan of Reorganization for PG&E filed by the Committee 27 and the California Public Utilities Commission on November 6, 2002 (the "Committee/CPUC 28 Plan"). Obtaining the Ratings Letter is an important step prior to issuance of the securities and LAI #6248883vl Declaration of Paul S. Aronzon in Support of Motion for Authority to Incur Expenses and Ex Parte Application
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Attached as Exhibit "A" is a true and complete copy of a letter from Fitch regarding the terms of their engagement in connection with the preparation and issuance of the Ratings Letter (the "Engagement Letter"). Pursuant to the Engagement Letter, Fitch would be paid $175,000 plus reimbursement of certain travel and legal expenses and fees.
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Executed this 6'h day o ber, 2002 at Los Angeles, California.
Plifil S. Aronzon d-LAI.#6248883vl
-3 Declaration of Paul S. Aronzon in Support of Motion for Authority to Incur Expenses and Ex Parte Application
EXHIBIT "A"
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November 4,2002 55 Ea*t Monroe ChiCago, IL 60603 WE T 312 368 3100 1800 48 FI w4ww.fitchr2tingp.cpm Wahler S. Hulse UBS Warburg LLC 299 Park Avenue NewYorkc,NY 10171 Re:
Rating Assessmenf Ladies and Gentlemen:
atrngs cH-Thank you for requcsting rTatings assessment services from Fitch Rati gs. Set r the below are the t--= of the engagement for these cervicps*.
Please have an authorised r* rct-entativt of UBS Warburg
('-you) sign this letter in the space indicated below to evidence your acknowl Tdgernan of and agreement to the contents of this letter, save a copy for your files and return the original To f' atteytrtn.
Fitch will consider the proposed scenarios referred to below (die "Sc 9'narios") Lid issue conditional ratings on the issuer listed below (the -Issuer). Fitch's assessment will inclpFde a re~iew of historical and projected fSnvail information, company strategy, investment policies, orgp izationa [sI'ucture, operating infrastructure and other information that may be deemed appropriate and will only ac ress the effect of the Scenarios on the current ratings assigned by Fitch to the Issuer or what ratiigs wou]
be assigned to the issuer if Fitch rated such issuer.
I Scenario; Fitch will issue conditional ratings on the Prospective Security Classes listed pursuant the plan ofreorganisation proposed by the Official Creditors' Comn Utilities Commission ("the Scenario") in the Chapter 11 proceedings of the I Prospective Security Classes: First Mortgage Bonds, Senior Secured Arnortih Unsecured/subordinated Debt, Proferred Securities, Issuer(s): Post-Chapter 11 Pacific tbas & Elecrzic, a California public utility You agree that you will pay Ftch's fees for the analysis of the Scans corresponding conditional ratings which Fitch issues, in accordance with the fe below p]
attee anc
- suer.
ing Barn Hos perf n terms s The Fee for the analysis of the Scenarios listed in this letter shall be S175,000 Payment of these fees is niot contingent on the outcome of' Fitch's as a finral rating or Fitch's issuance of any particular rating.
F&Pense Reinbursement: You will reimburse Fitch for reasonable travel and )
a third party's facilities. You also will reimburse Fitch for the fees and disbu:
incurred in connection with our analysis.
odging (
sements posed to bu issued lFalifornia Public Loan.
rned relating to the
- out below:
Fitch's issuance of
- pcnses to your or
)f its legal counsel
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Taxes: All fees quoted are net of all taxes due in any zpplicablc j urisdiction and all other local taxes applicable that are or may be deducted from foreign parties, so that Fitch will receive the fees in the amount stated in this Lett=
Although Fitch will provide a conditional rating as part of the rating be no assurance that an actual rating, if issued by Fitch, would be the same example, if, for any reason, the info'rnation provided by you, the proposed market conditions or the economic environment materially change, a fin conditional rating provided under this letter.
In providing the rating assessment service and the conditional rating infonation and documents from both you mid third parties. You ackeowlec both you and these third parties for the accuracy of such inforrnation and doi independently verify any such information. Th'e rating assessment service am provided "as is" and Fitch does not represent, warrant or guarantee (i) the ac completeness or timeliness of any part of the conditional rating or the assess (ii) that the conditional rating, and the information and analyses constituting of yovr particular purposes or needs
-IFatings t1ch as *IýT, withholding liability payments to external assessm s the cc
ýtansacrti 1 rating Fitch w
-ge that I ruments.
1 the Cox
- uracy. c nent des a part thi at service, there can ditional rating. For a structure, external
,iay differ from the I receive zeb may rely On 3itch will nor Litional rmting is rre-tness, integrity, abed herein, and
'cof, will fulfill any You aemowledge that Fitch is no: your advisors and that Fitch is not provdi you any financial or investment advice or udiTing, accounting, appraisal or actuarial services. Nothing In this letter is intended to or should be cornstmed as creating a fiduciary relxtionship betwe-n you an us or between us and any user of aurratings. Fitch is not responsible for any underwriting, credit, stra gic or investndnt decision, or damages or other losses resulting from use of the rating assessmnat service or the conditional rating. In providing the rating assessment service and the conditional rating, IFitch is at malong any reconmnendation to you, or any other person, to buy, sell, make or hold any I.vestntj.*
loan or secuity.
In providing the rating assessment service and the conditional rating, Fitch V'fil not prvide any factuaml or expert testimony, nor shall the results of the assessment or the conditional rajints be cinsidered as such.
As a result, should you or'any third-party be entitled to recover damiges fokitch under any legal theor, you agree that the total liability of Fitch in connection with the jating assessment service and thd conditional rating is limited to actual direct damages that can bc proven to an arount not to exceed the fees paid by you under this letter. Nomithstanding any other provision, tothing i} this letter shall exclude or r6srict FitCh's liability for fraud or deceit, and for negligence cauping dea( or personal injury.
In addition, you agree to defend, indemnify and hold harmless Fitch fiZm and against any and all claims, losses, damages, causes of action and liability vf any kind, including frourt cots the fees of attorneys and expert witness fees (dClaims") sustained by Fitch f-rom third-parties, witch Claims arise out of or result from or in connection with the use of the conditional rating or thý rating a essment se-vice.
You shall defend such action at your own expense, and shall pay all costs n# dan agd I finally awarded against Fitch; provided that Fitch gives you (i) prompt notice of any such claim (ii) relsonable assistance (oth-r than monetary assistance) in defending against the claim and (iii) sole authority :o defend or settle such claim at your sole expense; however, yo" shall have no liability for any costs or ipenes incurred by Fitch without your prior authori*tion.
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Should you wish us to proceed with our rating analysis, please coun copy to me. We look forward to providing our service to you on this matter.
Sincerely, Thomas G.
Senior Dire Ag=d and accepted; UBS WARBURG L1C Name:
Tidle:
3 atings ersign tqjs letter and return a
- to=e
-tor alp,