ML023360384
| ML023360384 | |
| Person / Time | |
|---|---|
| Site: | Diablo Canyon  |
| Issue date: | 11/22/2002 |
| From: | Lopes J Dewey Ballantine, LLP, Howard, Rice, Nemerovski, Canady, Falk & Rabkin, Pacific Gas & Electric Co, Weil, Gotshal & Manges, LLP |
| To: | Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California |
| References | |
| 01-30923 DM, 94-0742640 | |
| Download: ML023360384 (33) | |
Text
1 JAMES L. LOPES (No. 63678)
GARY M. KAPLAN (No. 155530) 2 MARK BARTHOLOMEW (No. 210883)
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 - and 9 Attorneys for Co-Objector PG&E CORPORATION listed on attached Counsel Page 10 11 12 UNITED STATES BANKRUPTCY COURT HoWvRD NORTHERN DISTRICT OF CALIFORNIA RICE 13 NMERQ cANFAIM 14 SAN FRANCISCO DIVISION f KABKIN
, ,.n,. ,,w 15 In re Case No. 01-30923 DM 16 Chapter 11 Case 17 PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, Date: November 27, 2002 18 Time: 1:30 p.m.
Debtor. Place: 235 Pine Street, 22nd Floor 19 San Francisco, California Judge: Hon. Dennis Montali 20 Federal*I.D. No. 94-0742640 21 22 DECLARATION OF JAMES L. LOPES IN SUPPORT OF PG&E'S OPPOSITION TO JOINT MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS 23 AND THE CALIFORNIA PUBLIC UTILITIES COMMISSION FOR AN ORDER APPROVING (1) PROCEDURES FOR RESOLICITATION 24 OF PREFERENCES CONCERNING COMPETING PLANS OF REORGANIZATION FOR THE DEBTOR, (2) SUPPLEMENTAL DISCLOSURES IN 25 CONNECTION THEREWITH, AND (3) PROPOSED FORM OF BALLOT 26 27 28 J. LOPES DECL. ISO PG&E'S OPP. TO MOT. FOR ORDER AUTH. RESOLICITATION OF PREFERENCES 1ý4
1 Additional Counsel Page 2
3 DEWEY BALLANTINE LLP WEIL, GOTSHAL & MANGES LLP Two Houston Center 767 Fifth Avenue 4 909 Fannin Street, Suite 1100 New York, New York 10153 Houston Texas 77010 Telephone: (212) 310-8000 5
Telephone: (713) 576-1500 6
Attorneys for PG&E CORPORATION Attorneys for PG&E CORPORATION 7
8 9
10 11 12 rVW4K KKIC 13 cAW 14
$ KABKIN 16 17 18 19 20 21 22 23 24 25 26 27 28 J. LOPES DECL. ISO PG&E'S OPP. TO MOT. FOR ORDER AUTH. RESOLICITATION OF PREFERENCES
1 I, James L. Lopes, declare as follows:
2 1. I am an attorney admitted to practice in the State of California and before this 3 Court. I am a director at the law firm of Howard, Rice, Nemerovski, Canady, Falk &
4 Rabkin, A Professional Corporation ("Howard, Rice"), attorneys for Pacific Gas and Electric 5 Company, the debtor and debtor in possession in the above-captioned bankruptcy case (the 6 "Debtor"). I have personal knowledge of the facts stated herein, and, if called as a witness, 7 could and would testify competently thereto under oath.
8 2. 1 submit this declaration in support of the joint opposition (the "Opposition") by 9 the Debtor and the co-proponent of its plan of reorganization, PG&E Corporation, to the 10 Joint Motion of the Official Committee of Unsecured Creditors ("OCC") and the California 11 Public Utilities Commission ("CPUC") for an Order Approving (1) Procedures for 12 Resolicitation of Preferences Concerning Competing Plans of Reorganization for the Debtor, HQcaD 13 (2) Supplemental Disclosures in Connection Therewith, and (3) Proposed Form of Ballot.
NEMEOkCV FAI 14 3. Attached hereto as Exhibit 1 are true and correct copies of relevant pages from
&iRABKIN
"' 15 the (official) Transcript of the September 20, 2002 hearing which I attended in the above 16 captioned case obtained by Howard, Rice.
17 4. Attached hereto as Exhibit 2 are true and correct copies of relevant pages from 18 the (official) Transcript of the May 15, 2002 hearing which I attended in the above 19 captioned case obtained by Howard, Rice.
20 5. Attached hereto as Exhibit 3 are true and correct copies of relevant pages from 21 the (unofficial) Transcript of the November 18, 2002 hearing which I attended in the above 22 captioned case (containing the testimony of Gary M. Cohen, counsel for the CPUC) obtained 23 by Howard, Rice.
24 6. Attached hereto as Exhibit 4 are true and correct copies of relevant pages from 25 the (unofficial) Transcript of the November 19, 2002 hearing which I attended in the above 26 captioned case (containing the testimony of Gary M. Cohen, counsel for the CPUC) obtained 27 by Howard, Rice.
28 7. Attached hereto as Exhibit 5 is a true and correct copy of correspondence dated J. LOPES DECL. ISO PG&E'S OPP. TO MOT. FOR ORDER AUTH. RESOLICITATION OF PREFERENCES I
1 November 19, 2002 from Standard & Poor's to counsel for the CPUC and OCC obtained by 2 Howard, Rice.
3 8. Attached hereto as Exhibit 6 is a true and correct copy of correspondence dated 4 November 18, 2002 from Fitch Rating to counsel for the OCC obtained by Howard, Rice.
5 I declare under penalty of perjury under the laws of the State of California and 6 the United States of America that the foregoing is true and correct. Executed this 22Xday 7 of November, 2002, at San Francisco, California.
8 9 JMSL. LOPES ,ý 10 11 12 HWvm.D 13 N 14 SKAW3*N S15 16 17 18 19 20 21 22 23 24 25 26 27 28 WD 112202/1-1419973/1039185/vi J. LOPES DECL. ISO PG&E'S OPP. TO MOT. FOR ORDER AUTH. RESOLICITATION OF PREFERENCES 1 UNITED STATES BANKRUPTCY COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 -- 000-4 In Re: ) Case No. 01-30923-DM
- )
5 PACIFIC GAS AND ELECTRIC ) San Francisco, California COMPANY, ) Friday, September 20, 2002 6 ) 2:59 P.M.
Debtor.
7 " ) Chapter 11 8 Hearing re: (1) motion for order (1) authorizing the 9 re-solicitation of votes and preferences for movants' 10 amended plan of reorganization for the 11 debtor, (2) approving movants' supplemental 12 disclosure in connection therewith, (3) approving 13 movants' proposed form of ballot, and (4) authorizing 14 inclusion of the Official Committee of Unsecured 15 Creditors' revised report and recommendation in the 16 solicitation package and joint motion by CPUC and the 17 Official Committee of Unsecured Creditors; and (2) 18 motion by City of Palo Alto to compel implementation of 19 equitable procedures regarding data room, or in 20 the alternative, for relief from discovery order 21 deadlines.
22 TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE DENNIS MONTALI 23 UNITED STATES BANKRUPTCY JUDGE 24 25 EXHIBIT 1
ii
< J 1 APPEARANCES:
2 For Debtor: JAMES L. LOPES GARY M. KAPLAN 3 STEVEN N. SHERR Howard, Rice, Nemerovski, 4 Canady, Falk & Rabkin Three Embarcadero Center 5 Seventh Floor San Francisco, CA 94111-4065 6 (415)434-1600 7 For PG&E Corporation: MICHAEL P. KESSLER Weil, Gotshal & Manges 8 767 Fifth Avenue New York, NY 10152 9 (212) 310-8000 10 For Official Committee of PAUL S. ARONZON Unsecured Creditors: ROBERT JAY MOORE 11 MICHAEL H. DIAMOND Milbank, Tweed, Hadley & McCloy 12 601 South Figueroa Street Suite 3000 H 13 Los Angeles, CA (213) 892-4307 90017 14 For Unofficial Committee of RICHARD G. MASON 15 of First Interest Wachtell, Lipton, Rosen & Katz Bondholders, Class 3: 51 West 52nd Street 16 New York, NY 10019-6150 (212) 403-1000 17 For CPUC: BRIAN S. HERMANN 18 WALTER RIEMAN ROBERTA A. KAPLAN Paul, Weiss, Rifkind, Wharton
& Garrison 20 1285 Avenue of the Americas New York, NY 10019-6064 21 (212) 373-3209 22 For The City of Palo Alto: G. LARRY ENGEL Brobeck, Phleger & Harrison 23 One Market Plaza Spear Street Tower 24 San Francisco, CA 94123 (415) 442-0900 25
iiI C)~
1 APPEARANCES (Cont.):
2 For the Financial Creditors: JAMES SPIOTTO Chapman and Cutler 3 Il West Monroe Street Chicago, Illinois 60603 4 (312) 845-3000 5 For NCPA: MARK GORTON McDonough, Holland & Allen 6 555 Capitol Mall, Ninth Floor Sacramento, CA 95814 7 (916) 444-3900 8 For California State Agencies: PAUL PASCUZZI Felderstein, Willoughby &
9 Pascuzzi 400 Capitol Mall, Suite 1450 10 Sacramento, CA 95814 (916) 329-7400 11 Court Recorder: LORENA PARADA 12 U.S. Bankruptcy Court 235 Pine Street, 23rd Floor 13 San Francisco, CA 94104 (415) 268-2366 14 Transcription Service: V/ARS, Inc.
15 6905 Vicksburg Place Stockton, CA 95207 16 (209) 472-2433 17 18 19 20 21 22 23 24 Proceedings recorded by electronic sound recording; 25 transcript produced by transcription service.
55 1 mean, I realize that you're arguing that we shouldn't re 2 solicit the preference vote, but I can't disagree that there is 3 a significant change of events here.
4 MR. LOPES: Well, Your Honor, I think the Court has 5 expressed many times an interest in this preference issue, and 6 its been something that has caused concern, and its not at all 7 clear to me that you need to go out and have a plebiscite of 8 creditors to determine their preference.
9 I mean, the 1129(c) says that the Court shall take 10 into account the preferences of creditors. And the initial 11 ballot went out, and you've got a pretty good idea of what the 12 preferences of creditors were by reason of'the yes/no votes.
(13 But things do change. There is news. There had been 14 significant developments -
15 THE COURT: Right.
16 MR. LOPES: -- with respect to both plans. And I 17 don't know that the Court needs to go resolicit. There are 18 very sophisticated creditors in this case who are owed a lot of 19 money and can very easily make their preferences known to this 20 Court, and I suspect by the time we get to the confirmation 21 hearing, and concluding the confirmation hearing, if -- it only 22 comes into play if the Court confirms -- is able to confirm two 23 plans.
24 THE COURT: I know that well.
25 MR. LOPES: I suspect the Court will have a pretty
77 4\)
1 of what I think is progress with the Commission and the 2 committee improving the plan, but that's not to say that the 3 debtor's interests aren't being considered here too.
4 concerni;here ois t-hat ,there ,has Ytb,--ome:
5 A4gnality4 and although you get to a point where it's harder to 6 pay creditors more than they're owed, or more than the 7 controlling law says they have to be paid, but I am troubled-by 8 the fact that there is a risk that as competing proponents 9 alter their treatment, it's sort of a one-up the other side, 10 and re-solicit.
11 And that's not to say that that's what the debtor 12 would choose to do. The debtor isn't asking to re-solicit just S13 because it's reaching settlement agreements with certain of its 14 objecting parties.
15 But I'm worried about the process, and to me, the 16 process of voting and having a bit of finality to it is very 17 important. That being said, I recognize that the Commission 18 perhaps took its best shot when it took it, and it went to 19 vote, and if it had made the progress that it made with 20 the -- to date now with the committee and we could go back in 21 time with the now co-sponsored plan with what appear to be 22 improvements, that might have changed the result.
23 But I -- consistent with my notion about finality- ;
24 thinkyou've -got to close the voting*both at-some an1;'
aoint 25 see where you go from the e. If the objections to the I
78 1 Commission/Committee plan are overruled, then it was 2 unnecessary to get more votes to deal the acceptances.
3 The Commission plan made it through with the minimum 4 number, admittedly by a close call, but nevertheless, it's as 5 good as, you know, a win is a win, and it got the impaired 6 classes accepting.
7 So as I questioned Mr. Hermann, I've continued to ask
-8 myself why is.it so important to get the votes of the classes, 9 and my comments here now are the votes of the classes on the 10 plan, not the -- what we've been calling the preference.
11 The preference vote, or the determination of the 12 preference is very critical. The methodology for getting that
) 13 preference ascertained is something I'll address in a moment.
14 My point is that I don't see a need to have any re-solicitation 15 of the creditor universe generally at this point.
16 The committee joining as a proponent is relevant, it 17 may -- and important, and significant, and it may be relevant 18 as a preference matter, but it is not in my mind relevant to 19 the accept or reject decision based upon treatment, 20 particularly when the committee, in fact, recommended 21 acceptance of the Commission's plan, and yes, it also 22 recommended acceptance of the debtor's plan. It did not 23 recommend a preference vote at that time.
24 But to me, although I stated two or three times now 25 that it may be significant that the committee has chosen to
80 1 that the plan is objectionable and should be defeated, I can 2 take those arguments in due course.
3 I don't think there is any need or any purpose to be 4 served by soliciting the vote of Class 3 at this point.
5, So I was tempted initially to permit the limited 6 solicitation that the debtor in its papers acknowledged would 7 be somewhat less burdensome. But I finally decided that it is 8 simply not appropriate, and I make this observation for the 9 following reason:
10 1I.think;.finality,'is.-impor.tanti and***'thinkI' &4Abk*f 11 ponfusionV.imP And to try to figure out, well, who's 12 going to vote in what class, those who voted this way, or not
) *.13 that way, or those who expressed a preference are not that way, 14 or those who voted against the Commission's plan, but not who 15 voted for the debtor's plan, while that's not a Class 3 16 analysis, it is relevant to my decision generally to say I'm 17 not going to approve any re-solicitation of the classes.
18 Focusing on Class 3 specifically, I don't, for the 19 reason I stated, I accept the technical argument that an 20 improvement -- excuse me, an improvement of position is an "21 impairment, and impaired classes vote, but I countered that 22 with the policy that says, if there's no material change and 23 adverse change, there's no need to re-vote.
24 I'll take my chances that Class 3 makes an argument 25 that they've been denied the right to vote, but to me, you
81 1 don't need to vote if -- under these circumstances, in this 2 time frame. That leaves me -
3 And furthermore, although again, I don't mean to be 4 facetious about it, I don't fully understand why it is so 5 important to pick up some votes of classes unless there is a 6 significant improvement to get rid of the risk of cram-down.
7 But I don't think that justifies the confusion and the expense 8 that will follow with a re-solicitation.
9 Now I turn to the preference vote. I am persuaded 10 that at some point there should be a disclosure and a 11 dissemination of information to the creditors to express their 12 preference again.
C) 13 Mr. Lopes argues that it doesn't have to be the 14 mechanical method of doing it by a ballot. while that's 15 technically true, p 16 in -this case,.-,that _it':-s.4,away td,-colI-,ect 17 he.peferencsby.don, it as ,accept, andrej e 18 decision,, That 'S *Rule .1 19 ,My-ýpr~blemý,d*s,,,ýa~s *was: y d n if o ,h :f'u s ion, £ 20 I didn't know until counsel told 1o.
21 me 45 minutes ago that the Ninth Circuit's been asked to stay 22 Judge Walker's decision.
23 While it's important as the debtor has argued that 24 Judge Walker's decision perhaps should be disclosed, similarly 25 a stay of it should be disclosed, and what if the circuit
82 1 reviews it on the merits, and decides that should be disclosed?
2 And what if something else happens? That should be disclosed.
3 What I'm perhaps more persuaded by is Mr. Aronzon's 4 suggestion, and so I can bring my comments to a close, I'm 5 going to take Mr. Aronzon's suggestion.
6 And that is, I'm going to permit a period of time to 7 run for the assembly of some appropriate, full disclosure of 8 the terms of the new -- what I'll call the new plan, the 9 revised Committee/Commission plan not in the traditional 10 disclosure statement format, but in some*, ,oaJ*l9y,.t~e 11 unyVtxso;ers~~ o l ~ire~d-way, 12 ra-e-ýta u
() 13 exprqg;qt,,_
14 I want that vote to come in certainly by the time we 15 realistically we think the confirmation trial will be ended. I 16 don't know when the -- I'm assuming also the confirmation trial 17 will start on schedule. There are some that want me to delay 18 it At the moment, I'm not delaying it. If I'm persuaded to
.19 delay it in the future, we'll adjust.
20 But as of now, I want, Mr. Aronzon, you and the 21 others to work on a procedure in your mind that is not unlike 22 what you outlined, so that there is an ample opportunity to 23 review the adequacy of, what for convenience, I'm going to call 24 the preference disclosure. But it doesn't and shouldn't look 25 like a disclosure statement, or what we as bankruptcy people
83 1 know to be a disclosure statement.
2 It's got to be something, and I don't know what, and 3 I'll leave that to your creative talents to come up with the 4 right answer, and I guess like everything else, we have to have 5 a hearing on it. But I think what I would prefer is that you 6 go back to the drawing board and figure out what it's going to 7 take, and we will, obviously, having just observed that we have 8 a moving target-here, at some point-we have to, you know, meet 9 the deadline, as the journalists might say.
10 .And -- but it's not now. So I'm -- in summary, I'm 11 going to deny this motion on the re-solicitation generally.
12 I'm going to grant it in part, ya.aa
() .13 sao tationv~ I ~eoit or s *o e r9 s olici* h*3!firs t 14 pes r~~1p .1 ~
i,,v~nente,:41Arf and I 'm going to 15 order, as I say, I will order that the current vote 16 be -- remain confidential.
17 And I do that in part because since I've made my mind 18 up that there's going to be a re-solicitation of preference, it 19 could only do mischief to have any public dissemination of a 20 vote that frankly, I'm going to just -- or vote's the wrong 21 word -- from an expression of preference that I think I'm not 22 going to pay attention to.
23 So that's not a perfect solution for everybody, but 24 that's the way I think we have to come out on this, and that's 25 what I'll do.
137 1 THE CLERK: I think we have both, let me check.
2 (Pause) 3 THE CLERK: 1:30.
4 THE COURT: Okay. 1:30 is the protective order and 5 may or may not be the Warburg. I'm not pre-deciding the timing 6 of the Warburg motion, and it may well be that there's no need 7 to rush it. I don't like rushing these things either.
8 Okay. Bye everybody, have a nice weekend. Thank you 9 for you're time.
10 ALL COUNSEL: Thank you, Your Honor.
11 MR. ENGEL: We appreciate your -
12 (Whereupon the hearing in the above-entitled matter was r
13 adjourned at 5:40 p.m.)
14 --000-15 CERTIFICATE 16 I certify that the foregoing is a correct transcript from 17 the electronic sound recording of the proceedings in the above 18 entitled matter.
19 20 ,, ,.c ,', October 4, 2002 21 Patricia A. Petrilla, Transcriber 22 AAERT CERT*00113 23 24 25
'COPY 1 UNITED STATES BANKRUPTCY COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 -- 000--
4 In Re: )) Case No. 01-30923-DM 5
PACIFIC GAS AND ELECTRIC ) San Francisco, California 6 COMPANY, ) Wednesday, May 15, 2002
) 9:30 A.M.
7 Debtor. )
Chapter 11 8
- 1. CPUC's Disclosure 9 Statement
- 2. Motion by PG&E and the 10 CPUC for order 1) approving notices of nonvoting status, 11 notices to parties to executory contracts, and 12 notice to state agencies; and 2) approving voting 13 solicitation procedures, form of voting ballots, 14 voting timetable, and tabulation procedures 15 regarding plans of reorganization 16 3. S/C Debtor's plan 17 TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE DENNIS MONTALI 18 UNITED STATES BANKRUPTCY JUDGE 19 APPEARANCES:
20 For Debtor and Debtor-in JAMES L. LOPES Possession: JANET A. NEXON 21 Howard, Rice, Nemerovski, Canady, Falk & Rabkin 22 Three Embarcadero Center 7th Floor 23 San Francisco, CA7 94111-4065 (415) 434-1600 24 25 EXHIBIT 2
9 4.
MR. KORNBERG: Your Honor, we did agree to the procedure that Mr. Kessler described because we thought 5,
that was practical. I think in a perfect world, maybe creditors unimpaired under both plans would be able to express a preference by means of ballot or a ballot like item.
But I don't think that works here for the reason that Mr. Lopes described which is it would I believe increase exponentially the expense of sending out plans -
THE COURT: Why?
MR. KORNBERG: -- and I think you do have to send them out because I don't think you can assume that all of these kinds of creditors will have ready access to the Internet.
And If'think -- I did think that the parties that really care will find their way to this courtroom and express a preference in connection with the confirmation hearings Mr. Kessler described. So I just think the practical result is
+/-* ithe one that we've adopted here, and those that are really f8 significantly affecied and have a strong preference I think
- 19. will be heard in the confirmation process.
20 THE COURT: Well, I think what I've just heard from 21 both sides is that if. Deutsche Bank wishes to submit something 22 saying we prefer this plan over that plan, no one's going to 23 strike it and -- move to strike it-and say you can't do that.
24 I'm not.
25 I'll add it to the list. I don't know what else we i
145 1 THE COURT: Okay. Well, you'll coordinate with 2 Mr. Lopes and get him to sign off on the order -
3 MR. HERMANN: Yes.
4 THE COURT: -- and we'll take it from there. Okay.
5 MR. KORNBERG: Thank you, Your Honor.
6 MR. HERMANN: Thank you, Your Honor.
7 (Whereupon, the hearing,in the above-entitled matter was 8 adjourned at 12:52 p.m.)
9 --- 000--
10 CERTIFICATE 11 I certify that the foregoing is a correct transcript, 12 from the electronic sound recording of the proceedings in the 13 above-entitled matter.
14 15 16 r, May 22, 2002 17 Mary C. Clark, Transcriber AAERT CET**00214 18 19 20 21 22 23 24 25
9.
1 UNITED STATES BANKRUPTCY COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 -- o0o--
4 In Re: ) Case No. 01-30923-DM
) I 5 PACIFIC GAS AND ELECTRIC ) San Francisco, California 6
COMPANY, ) Monday, November 18, 2002
) 9:30 a.m.
Debtor.
7 ) Chapter 11
)
8 Confirmation Hearing Day 1 9
10 TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE DENNIS MONTALI 11 UNITED STATES BANKRUPTCY JUDGE 12 APPEARANCES:
13 For Debtor: JAMES LOPES Howard, Rice, Nemerovski, 14 Canady, Falk & Rabkin Three Embarcadero Center, 15 7th Floor San Francisco, CA 94111-4065 16 (415) 434-1600 17 STEPHEN C. NEAL Cooley Godward One Maritime Plaza, 20th Floor San Francisco, CA 94111 19 (415) 693-2000 20 CHRISTOPHER J. WARNER Pacific Gas and Electric 21 Company 77 Beale Street 22 San Francisco, CA 94105 (415) 973-6695 23 24 Proceedings recorded by electronic digital sound recording.
Transcript produced by transcription service.
25
)
EXHIBIT 3
Cohen - Cross 1-94 1 MR. NEAL: Thzank you, Your Honor.
- 2. CEWOSS-EXAMINATION 3 BY MR. NEAL:
4 Q. Mr. Cohen, I'm Stephen Neal. I represent PG&E. I'm 5 going to come back a little later to your last answer, that is 6 to your belief that the Commission has the legal authority to bind itself, and I'm going to come back later and talk to you S
some about the bases for that belief.
9 But first of all, you would agree that the reorganization LO plan which has been put -- the reorganization agreement which L1 has been put forth as part of the joint plan proposed by the L2 PUC and the OCC is a critical part of the joint plan.
L3 A. Actually, Mr. Neal, in my opinion, it need not be, but I L4 have been told by certain representatives of creditors and i5 other folks in the financial community that it is.
16 Q. Okay. Fair enough. So regardless of what you believe, 17 you at least understand that the reorganization agreement was 18 critical to the OCC becoming a joint proponent of the plan.
19 A. It was, yes.
20 Q. And you understand that the reorganization agreement is 21 critical to the evaluation that's taking place right at the 22 rating agencies concerning your plan.
23 A. I guess I can't speak completely as to what is critical 24 or isn't as to the rating agencies. I know that they have 25 asked -- well, one of them, Standard & Poor's, has asked for a
1-101 Cohen - Cross
- Cross 1-101 1 this statement by Mr. Neal, so there's really nothing in 2 evidence about it, so -
3 THE WITNESS: My understanding of (iii) is that in 4 setting rates for PG&E, a factor for the Commission to consider 5 during the time that these securities are outstanding is 6 whether those rates facilitate achieving and maintaining 7 investment grade credit ratings.
8 BY MR. NEAL:
9 Q. Because it's a factor to be considered, but there's 10 nothing mandatory in 2.2(iii)?
11 A. I think it's mandatory that the Commission set rates to 12 facilitate achieving and maintaining investment grade credit 13 ratings. I don't think that (iii) directs the Commission as to 14 how exactly to do that, but it states that -- it's mandatory 15 that the Commission do it.
16 Q. Does it direct the Commission to do anything in 17 particular that we would have the ability to come in here and 18 ask this Court to enforce?
19 A. I don't know. I think you'd have to -- it would depend 20 on what the Commission did or didn't do. I can't speculate.
21 Q. As you sit here today, can you identify anything that the 22 words to facilitate achieving and maintaining investment grade 23 ratings mandate the Commission to do under the reorganization 24 agreement that we would have the ability to come in and ask 25 this Court to enforce if they failed to do it?
Cohen - Cross 1-108 1 the specific provision (iii) about maintaining investment grade 2,. credit ratings is not something that the law requires the 3 Commission to consider in setting rates. So that is -- there 4 is an addition of a factor there that is not something that the 5 Commission would necessarily be required to consider.
6 But otherwise what I've said to the rating agencies is 7' that I think that (ii) essentially embodies costs of service 8 rate making and I think that (i) essentially embodies a notion 9' that if the Commission authorizes the-issuance of securities 10 and finds that issuing those securities is just and reasonable, 11 that it will permit the issuer to recover the cost of the 12 securities.
13 Q. You have unequivocally told the rating agencies that the 14 reorganization agreement, quote, requires CPUC to do what it is 15 already obligated to do under state law, close quote; correct?
16 A. I think that was probably a heading on a presentation 17 that we made to them, yes.
18 Q. It was a presentation that you made on October 31st and 19 November 1 to both Moody's and S&P; correct?
20 A. Right. And Fitch.
21 Q. Yeah. Let's put up Tab 3 for a minute, page 19. Tab -
22 let's put up the first page first.
23 This is -- this Joint Plan Exhibit 48 is a quarterly 24 update to the rating agencies provided by the State of 25 California Public Utilities Commission for the fourth quarter
1 UNITED STATES BANKRUPTCY COURT 2 NORTHERN DISTRICT OF CALIFORNIA 3 --000--
4 In Re: Case No. 01-30923-DM
)
5 PACIFIC GAS AND ELECTRIC San Francisco, California COMPANY, Tuesday, November 19, 2002 6 9:30 a.m.
Debtor. )
7 Chapter 11
)
8 )
Confirmation Hearing Day 2 9
10 TRANSCRIPT OF PROCEEDINGS BEFORE THE HONORABLE DENNIS MONTALI 11 UNITED STATES BANKRUPTCY JUDGE 12 APPEARANCES:
13 For Debtor: JAMES LOPES Howard, Rice, Nemerovski, 14 Canady, Falk & Rabkin Three Embarcadero Center, 15 7th Floor San Francisco, CA 94111-4065 16 (415) 434-1600 17 STEPHEN C. NEAL Cooley Godward 18 One Maritime Plaza, 20th Floor San Francisco, CA 94111 19 (415) 693-2000 20 CHRISTOPHER J. WARNER Pacific Gas and Electric 21 Company 77 Beale Street 22 San Francisco, CA 94105 (415) 973-6695 23 24 Proceedings recorded by electronic digital sound recording.
25 Transcript produced by transcription service.
EXHIBIT 4
t 4 Cohen - Cross 2-53 1 the Southern Cal decision on your plan?
2 A. I remember saying that there are a lot of legal cases in 3 various courts at various stages of review and consideration 4 and that it was my view that it was likely that no plan could 5 become effective until some of that legal certainty has been 6 resolved.
7 Q. Have you ever told the rating agencies that you plan could 8 not be confirmed if the California Supreme Court agrees with 9 the Ninth Circuit?
10 A. I probably told the rating agencies that our plan as 11 currently written if the California Supreme Court agrees with 12 the Ninth Circuit can't be confirmed because it calls for the 13 use of cash that the California Supreme Court could say under 14 certain circumstances we can't use.
15 Q. Have you received any letters from S&P since you took the 16 stand yesterday?
17 A. Not that I'm aware, no.
18 Q. Okay. As far as you know, there's still no letter in from 19 Standard & Poor's?
20 A. As far as I know.
21 Q. You now have actually signed your November 15th letter.
22 Your draft letter is now a final letter, is it not?
23 A. It is.
24 THE COURT: I'm sorry. The November 15th draft, 25 Mr. Neal, is that what you said?
24?~~~ ~ ~ ~~ 4. 9 214--ai*r~w~fiail Standard & . oor' California PuLI31c Utili~es Commission" 50f5 Van Neas Avenue San Franoisco, CA 94102-3298 Attention: Gary M. Cohen. Esq.
Official Committee of Unsec*ured Creditors In re: Pacific Gas and EleCtWc C(*mpany co Milbank, Tweed. Hadley & McCloy LLP 601 South Figueroa Street, 30'* Floor Los Angeles. CA IR0017-5735 Attention: Ptul S. Amrozon, Ec¢q.
November 1952002 Ladies and Gentlemen:
- Pursuant to yolr request, Standard & Poor's has performed a credit assessment of S7.845 bliliont principal amount senior secured debt, $1 billion principal amnount senior unsecured debt and S932 million par a~mount preferred stock ("Securities") anticipated: to be issued or reinstated by Pacific Gas and Electric Company ("Ps&En) in connefion with its emergence froa'r bankruptcy, should the proposed Plan of Reorganization ("CPUC Plan') jointly filed in the Chapter 11 bankruptcy proceed ings of PG&E by the Cafftornfe PublIc Utilities Commission ('CPUC") and the Ofical Commiee of Unsecured Creditors
("CCUC") be adopted.
in arriving at thfo credit av*sessment, we have had discusslond wEtethre PUC and i0s advisors, as well as with ree sentatives of the OCUC. We have-reviewed matlerialo s*upplied to us by repesenmatives of the CPUC and ihe OCUC Including, but not limited to:
T CPUC Plan; Thge
- The Reorganization Agreament appended to the CPUC Plan, SRegulations promulgated by the present Commission In furtherance of the CPUC Plcan' Plan; onlyefie nh hatr11bnrutyprceinso P& y h alfr
- The finanicial modelStandara
(*Model-) (rncluaing financial forecasts and assumptions jointly supplied to & Poors bysrperforaevesof the CPUC and OCUC; CPUC 26741 itsem;egence fromv-a1kruptcy-sho the4 po-e n TofccOLEY GODRg ARD LLP pagPeJ EXHIBIT 5
Callfcrrn Public Ut'itirs CommiLson Novembor 19, 2002 Pago 2 of S s Details of the "regulatory asset" proposed to be created by the CPUC and its related amortization schedule:
"* CPUC's and OCUC's Memorandum of Points and Authorfties In Support of Confirmation of First Amended Plan of Reorganization Under Chapter I I of the amended; Code for Pacific Gas and Electric Company dated August 30, 2002, as Bankruptcy
" Declaration of Paul S. Aronzon dated November 6, 2002 and the exhibits appended thereto;
- PG&E's Trial Brief.in Opposition to the CPUC and OCUC Plan dated November 8.
2002; and
- Such other materials as we have dieemed appropriate.
Based upon our review of the foregoing materials, it is Standard & Poor's credit assestment that the $7.845 billion principal amount senior secured debt-- but not the $I billion principal amount s-nior unsecured debt or the $9a2 million par amount preferred stock - exhibits Inaicla of marginal Investment grade credit quality based upon our credit metrics. Our conclusion with respect to the secured debt reflects the benefits of the over collateralization provided by the assets pledged to secure the debt. The Issuer Credit Rating of PG&E under the CPUC Plan, however, has been determined to be speculative grade. Pl.asit note that the ultimate assignment of Investment grade ratings on the $7.845 billion principal amount senior secured debt hinges on the satisfaction of each of the issucs cited in this letter and on the conditions below having been met.
A credit assessment is not a rating. A credit assessment is solely a credit opinion based on the facts and circumstances presented to us by CPUC ania OCUC. In this case "acredit assessment is warranted by the quantity and quality of the informntion provided to uS and issues associated with the reliability of the Model. Please note, however, that as the Model Is refined and suppleiTnented a more definitive outcome may be possible.
This credit assessment should be understood as qualified by the fact that (I) additional information or changes to the information previously presented to us may result in credit risk stronger or weaker than that suggested by The credit assessment and.
consequently, a different definitive rating; (ii) the credit assessment Is not a prediction of the actual future performance of the Securities; (iii) Standard & Poor's does not warrant or endorse suiability of the credit assessment for any particular purpose or use; (iv) the creait assessment Is provided without any express or implied warranties whatsoever; (v) the credit assessment Is based solely on Information provided to us by CPUC and OCUC and does not represent an audit by Standard & Poor's: (vil Standard & Poor's relied upon CPUC and OCUC, 1heir accountants, counsel and other experts for the accuracy and completeness; of the information submitted In connection with the credit assessment; (vii) the credit assessment shall not be construed to have been undertaken with the rigor and level of detail required for Standard & Poors to provide a definitive rating opinion; and (vifi)
CPUC 25742 S. . . LLP
_rni rv GobWAXRD Page 03 Received Nov--l9-2 OS=4pm From-662T330024
=OfOOZ Callforrlja Pubtlc LW*iTIes Commigolon November 19. 2002 Page 3 of 5 Standard & Poors does not and cannot guarantee the accuracy, completeness or timeliness of the information relied upon in connect;on with the credit assessment or the results obtained from the use of such information. Please note that the credit assessment speaks only as of the data hereof and is not subject to surveillanoe or update. As noted, a more cormprehencivq analysis might lead to an outoome different than the credit assatsment. In addition, the credit assessment does not address tho validity of the assumptions made by CPUC and OCUC In preparing The Model.
Standard & Poor`s credit assessment Is predioated upon the satisfaction of the following conditions:
a) The CPUC Plan is confirmed by January 31, 2003 and Is implemented substantially in its current form with all preconditions to the CPUC Plan's confirmation and implementation being satisfied and not walved:
b) All financial targets set forth in the Model are justified by provable assumptions and are *iubstantially attained without any material deviation from the projected results:
c) PG&E can access capital markets to the extent forecast, that PG&E can secure the assumed liquidity facilities, that forecast cash balances are available to discharge a portion of creditors' claims as contemplated, and that owned and contracted electric generation dispatches at prices and quantifies consi-tent with the forecast; d) The Securities are amonized as forocact and interest costa do not materially exceed projected levels; e) Receipt of evidence of (i) the methodology employed by CPUC in preparing the Model and (i1)the propriety of the consolidation by CPUC of elements of the financil and operational forecasts for the four companies proposed to succeed the debtor as reflected in PG&E's proposed reorganization plan:
f) Receipt of evidence that the Model reflects all decisions of the CPUC rendered subsequent.to the filing by PG&E of itc proposed reorganization plan; g) All CPUC regulations necessary to the implementation of the CPUC Plan and necessary for the ma;ntenance of investment grade ratings on the Secut.rles have boen promulgated by the CPUC prior to the sale of the Securities; h) Receipt of a legal opinion from independent California counsel satisfactory in form and substance to Standard & Pooers to the effect that the Reorganization Agreement and the regulations referred to in the preceding paragraph will bind the CPUC throughout the life of the Securities; i) Receipt of a judicial determination that the Reorganization Agreement and the regulations referred to in paragraph (g) will bind the CPUC throughout the life of the Securities:
j) The reguJations referred to in paragraph (g) Inclucde, but are not limited to, the timely creation of the *regulatory asset* provided for in the CPUC Plan, anti mechanisms that compel the CPUC to timely reconcile any imbalances between revenues and cash expended for fuel ana electricity procurement; CPUC 25743
.r,-COLEY GODWARD LLP Page 04 RSCUovUd IKr-18-0Z 05:4Bpm Pru-562T33DO4
- 11/19/2002 17:~ Llt !bz 'fV Califorria Publac U*aites cornmIrclon November 19. 2002 Fage 4 of S R) The regulatory asset (i) can be demonstrated to increase PG&E's rate base by the full amount presenTev In the financial forecast (I1)Is amortied in a time frame Consistent with the Model, and, (iii) throughout the life of theSecudtles, nelther'the amortization nor the creation of the reguiatory asset may be altered by the OPUC if such modlfication would compromise the Securities' projected financial performance or erode their credit quality- .
I) Receipt of any other regulatory approvals beyond those dascrbed in paragraphs (g), (1)and (k), Whether state or federal, that are necessary forthe Implementation the OPUC Plan and the realization of the projections contained in the Model are of timely achieved by PG&E and/or CPUC, as the case may be:
m) The "Reorganizatton Agreement." as defined In the Plan, is (1)executed in the form presented to us, (ii)validly adopted by the CPUC, (111) approved by the bankruptcy court and Civ) pursuant to Its terms, binding upon the CPUC throughout the life of the Securities; n) The quantum of claims made against the bankruptoy estate are substantially 25:
eutimated in the CPUC Plan; o) The Ublity Reform Natwork appeal to the 9t Circuit Court of Appeals; that challenges on both procedural and substantive grounds the settlement agreement reached between CPUC and Southern California Ediscn in Southern California Edison's "filed rate doctrine" litigaton, does not establish legal precedents that defeat or diminish CPUC's capacity to validly execute a binding Reorganization Agreement or to act as a co-proponent of the Plan. does not impair cash balances forecast to be available for the satisfaction of creditors' claims, or dimbnish or defeat PG&F_'s entitlement to recover historical power procurement costs:
p) Prior to the assignment of financial responsibility for any MWR contracts to PG&E, CPUC snail deem all costs associated with such DWR contracts to be prudent and recoverable In rates by PG&E. such a determination will bc a precondltion to the transfer of financial responsibility for.DWR contracts to PG&E. and the determination shall be binding upon the OPUC throughout c) Evidence that the amount of collateral that PG&E must posttMe life of the Securities:
to procure residual net short power or other electricity Is consistent with the levels that have been forecast in the CPUC Plan and procurement costs arc recoverable in rates; r) Evidence that should CPUC reject any or all of PG&E's proposed electric procurement plans, or portions thereof, PG&E will be able to wholesale electric supplies at prices acceptable to the CPUC secure alternative and the costs associated with such electric supply are recoverable s) Evidence that CPUG has developed and Implementedin arates: methodology for the prospective approval of the prudence and reasonableness of PG&E risk management and risK tolerance activies and evidence that the CPUC will permit as a ministerial matter the recovery of PG&E's costs of securing risk management tools and also permit the recovery of co.ts associated with that portion of the Dower end fuel portfolio that is not hedged; and CPUC 25744 Recaivad Novle'0Z 05;48pm Frim-SUM0014 Tu-COOLEY GODWARD LLP Pille 05
W*t *
- ii/1i1idtrnL I ".;3 OoUiurnmf Public UElrles Committion Page 6 of 6 9, 2002 Novembe1 t) Evidence that the CPUC Plan will not be amended to include restctions on dividends to PG&E Corp.,the parent of PG&E.
You may use this credit assessment In connection with proceedings in In re: Pacific G'aq 4nd Eiecthc Company. Standard & Poors reseoves the right to publish this credit assessment and the conditions attendant thereto end to advise Its own clients, subscrTbars. and the public thereof.
CPUC and OCUC understand that Standard & Poor's has not consented to, and will i eonsnt to, being named an "exper" under the federal securities laws, including withodt limitation, Section 7 of the Securities Act bf 1933. In addition. It should be understood that the credit assessment Is neither a 'market" rating nor a recommendlion to buy. hold, or sell the instruments.
We are pleased to have been or service to CPUC and OCUC. If we can be of further assistance, please tio not hesitate to contact us.
Very truly yours.
/row..&
CPUC 25745 Rucalved Ncv-l9-OZ 05:4BpC From-56IT330024 To-COOLEY GIODWARD LLP Paire O6
11/18/2*E112 11:~b bb I-MUZ Ci~_
NOV 18 2002 19:31 FR PWRW &8212 37?3 2262 Ta 9--4920372 : X!I Fitc'h Ratings Ong sute,1 Stivqt Rubi y 21eZ 908 05001I CO 75 FITC1M New Yrorc, NY 1CO04 WWw firhsiar's.c"M November 18. 2002 offricin commrittee of Unsecured Crcdirors in the Cbzpter I11 Proceedings of Pacific Gal and.Eleetric Companly (Lhe "Conuixtce'1 )
c/o Paul S. Axonzon, Esq.
Milbaink, Tlweed, H~adley & Mc~loy LL?
601 Soiah Figueroa Surcet, 30th Floor Los Angeles, Caflfomria 90011 Lzdies znd Gentleexne:
Re: Cr-edit Assessmen%for Joint Plan of Recirglni2ation, Reor-ganized Pacifir Gis &Electric Co.
You+/- have requested iIhai Fitch Ratings assess The creditworthiness and indicative cdirtigs of certair, propostd securities to be issued by Reorganized ftci~c Gas &
~Eiecuric Co. CUMG) pursaant to the Toint Plan of Reorganization proposed by the California Public Utilities Comntission (CPUC) and the Official Commuittee of Untsecuredl Creditors (Comitt~iee). The Prbpo~ed Securities we:
S5,77.3 million new First Morzan Bond S1.500 million new Secured Bank Terni Loan Ageemeint S1.000 million new unfunded Senior Seeured Revolving Credit Facilhitis (collectively with The Tenn Loorr agremrenis, zhe "'Senio~r Secured Loans')
51.000 million new Sczior Unsecured Bonds S S00 million new Preferred Secuxites TTr A
.LAii1..LIIJ. U
11/1/292 17:5B 5627332024 &
r#RW Fietch Ratingsc ThiS Credit 2'rcssmern does not confjrz ISec"rities ot~li~ed above an~d is ne'cnotfor Publicationa Credi raring by p~ilch of the Proposed liOrmal procedures of th or distribution cr n in the.
-SBnepc mro notcba~ru~
or dfini Paic G=z &Y-lecrrk CO. ?Iease TI~re that ourpmedums for iisuilng a credit ratibg differ frmM ienproyeodwr uosod by 'LS fin i'sutft thit tredt 'r but the 'at-ing ariteria employed~~
ar Cn i ith dt, iose used by Fitch patings in Its m nortnal =Creit ratings.
This letter Is to advise yotu that, based upon review Off Summaries Of the, Proposed Reorgatilization~l~z oair zanaysis,- which include~d the the California Public LjtilitieS Comm.ission. and Agreement pro-vidod by tJBS. infortnarion tied by PG&E Corporation financial projections for YPC0) provided by with tbe Sccijrijes anid Exchange COMMission. and publicly available inbato electric utiliy tm-iffS, POwer Procuremnt~ a~nd zcga~ding Calfoikii laws affectizy procureme~nt coSt recovery. FiTchis lissescruenr of the credirwartjhines of R.eorganized Seczrcal category of `BBD. This is an underlying Pacific Gas & Electric is in The ratlmn. reflecti~n fhe credit of "PGE Weore taidcng Into consideration rwo addidonnl factors that -ould arffe the actual ratirtV orsocurities to be issued In the transactictiL These two factors amc: (1)tho rcmnzes of the ihdividuhI securities (collateral seniority or suibordination, firimicial COpdjliOn and credit 31andin.g of R.POE's and covcnjSs); and (Hi)t~he parent. Fl~ch's rating criteria constrainas the radings of a.regulatcd uTility subsidiary of a pareut compay with weaker flinacial profile, as will be fl:-strated bclow.
At the presnt timne, Pitch Ratings does nw.publish Sleetric~s parent PG&r; Corp., but we do mraintain. credil ratings of Pacifir. GAS &
indicative ratings. Cuteritly, our indicative raring of PG&E Corp. axe in the range4 of-CCC assassin~g. the likely constraint posed by the parent rating on~ LotheB--. For the purrpose of ratings of the Proposed Secur-ities to be issued under the Alternae Plan of Reorganizadon, we considered thai the liklyofndktiv~
an~ rtis of PG&E Corp. is from a low af 'B-' to a high of'E' The pSrCernS netual credit situlding at The time of RpGE'u rcopcniaticn upon the circumstances of PG&E Co.zp.,s subsidiary PCGE National Energy will depend Group and1 kipon, a more detailed understanding of the tax position of the PG&E Corp. aMd. other malicrs that wcould affect the pzren company cash flow and ability to covey parent level The grid on the following pzge re~lesents the expected radrizi5 Of the Proposed S .uite, tukn; into con~idcrrticn it ransc of and the likely ratings for different classtS Ofpossible rating.Prps InStruments pooeedb toe p
oh bet issued.
sud 2
11/18/2002 116,_,".c ,VW 17:58 .toq 5627330824 4u t=*Zh l-K I-PAUL M/MV
£iJv4 xud1-lJ-41 K 212 3?3 2262 To 9-.-d92Po3/2 FitchRatings Howe'cTr. Fitch Ratings has not considcmd the possibility of any 3pe~a structuring or changes of ownership or corporate structure that could be designed to further insulate the credit of RPGE from that ofPG&E Corporation, Un~derlying qccunty Secirt eurity Sfi tearhy Tneii*dve radn" of rti d if ridns rl if rX&IS if r*bgis wi6 btforc P=arvr patet p:tenx parent in 71pbOSPGC considerin., ratir is r~Mng is rt* is defdiat (DDf
__parent Bef or "BB" "$"or to D Crojil CCC category),
__________quality hihe t~anno
'Sr. Secured Loams szd SBB- B *BBS SB+ RD+
Ifns~t Mong*¢ iondi,a l
Sr.Ur,-ecr=d DXbi Dt fT B+ B1'-___, ,
PrefirredSecurit.e I MEB. BI- BE- B While we have not specifically assessed the terms of the SPOO million sccuritizcd credit facility proposed in the Joint Plan of Reorganization, we expect that a bankruptcy remote entity could be structured to achieve very high ratings (typically 'AAA.).
assuminn a portfolio of utility receivables of a size and quality consistent with and a stracmre that complies with our criteria for such facilities end entities.
This credit asscssmnt is based on the documents and inoradon provided to us as of the date of this letter by the Officiai Cormintee ofUiseclred Creditors and the Califon-ia Public Utilities Commission and their Mpe'tr amd &;e=ts and thde assurtions discussed above. Fitch did not verytflhe tnith ir accuracy of msy =c information and does not:
take responsibility for the appropriateness of the informantion provided to us and used in the analysis.
Because this Is only a veneral osscssent of the creditworthiness of the proposed secturities of Reorganized Pacifik Gas & Elccltic and not an acrual credit rating, thee can.
he no asurance that an aetual credit rting 'orthe Proposed Securrites, if Issued by Fitch, will be the same as this assessmeat or that the asscssment will not materially change over lime. For example, if, for any reason, there are materiil changes in the documents.
financial project;ons or actual results of operations, the credit rating of the Proposed Securities is likely to differ from tWis assessment.
3
F ,VI17:5B 11/1B/8622 l. 562733¶lV24 YII FR Pt4RW & 2I2 373 2262 TO 9-492M72 r.
P.04/05 cito FitchRatings This credit a.sesme* is not . rccom~mdation to buy. sell, or hold any secuaity or "to enter izrto any agreMnent or n'rangement selatig to the Proposed Semities to be issued by R.PG}. This ctodit assessment does not comrntnl on.the adequacy of markel price. the suitabiity of any security, investment or other angwcnent for a partioulm party, or the tar exempt n,*uiue or tMxability optkyrnenUt. made in rcspect of any security.
This crcdit a3sessmert docs not constitute consent by Fitch to the use of its name as an expcrt in connection with any registration statement or other offering document filed undcr, or prepared in accordance with, ihe U.S. federal securities lawS, the Firnncial Sc.vlces Act I 986 or any other domestic or international securities law applicablc.
Fitcl. does not represent. warrant or prantee, and the ComratIne acknowledges that Fitch does not rcpresen, warrant or narmntee (i) that it is providing a*iy fi*ncial advice, auditing, accounting, appraisal, valuaton or actuarial services, (ii) the accuacy, correctness, integty, completeness or timeli.ness or any part of this credit assessment, or (iii) that the infornation. analyses and asscasment contained in, and constituting a part o4 this credit asscssnment will fulfill any of the Cornmitnee's particular purposes or nieds.
Fitch is not responsible for any underwdtirtg, credit, loan, purcbase or investaert decision. or dawges or other losscs resulting from use of this credit assessment This credit assessment may be shown only in its entirety.
Wc are pleased have had the opportnitv to provide this assessment to you. If we can be of funrher assistance, please comnacT me at (212) 908-0504 or ellcn.lapson@ fichratings.com.
Sincerely, EIlcn Lapson, CPA Managing Direct 4