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UNITED STATES BANKRUPTCY COURT

NORTHERN DISTRICT OF CALIFORNIA

-oOoIn Re:

PG&E CORPORATION AND PACIFIC

GAS AND ELECTRIC COMPANY

Debtors.

_____________________________

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Case No. 19-30088

Chapter 11

San Francisco, California

Wednesday, October 23, 2019

10:00 AM

DEBTORS' MOTION PURSUANT TO 

11 U.S.C. SECTIONS 363(B) AND 

105(A) AND FED. R. BANKR. P. 

6004 AND 9019 FOR ENTRY OF AN 

ORDER (I) AUTHORIZING THE 

DEBTORS TO ENTER INTO 

RESTRUCTURING SUPPORT

AGREEMENT WITH THE CONSENTING 

SUBROGATION CLAIMHOLDERS, 

(II) APPROVING THE TERMS OF

SETTLEMENT WITH SUCH 

CONSENTING SUBROGATION 

CLAIMHOLDERS, INCLUDING THE 

ALLOWED SUBROGATION AMOUNT, 

AND (III) GRANTING RELATED 

RELIEF (THE "SUBROGATION 

SETTLEMENT AND RSA MOTION")

[3992]

STATUS CONFERENCE

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

FOR ENTRY OF AN ORDER (I) 

CONFIRMING THE SCOPE OF 

EMPLOYMENT OF BAKER & 

HOSTETLER LLP, OR 

ALTERNATIVELY (II) AMENDING 

THE ORDER APPROVING 

APPLICATION OF THE OFFICIAL 

COMMITTEE OF TORT CLAIMANTS 

PURSUANT TO 11 U.S.C. SECTION 

1103 AND FED.R.BANKR.P. 2014 

AND 5002, FOR AN ORDER 

AUTHORIZING RETENTION AND 

EMPLOYMENT OF BAKER & 

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HOSTETLER LLP, EFFECTIVE AS 

OF FEBRUARY 15, 2019 (DOC. 

NO. 1331) (THE RETENTION 

ORDER) [4018]

TRANSCRIPT OF PROCEEDINGS

BEFORE THE HONORABLE DENNIS MONTALI

UNITED STATES BANKRUPTCY JUDGE

APPEARANCES:

For the Debtors: STEPHEN KAROTKIN, ESQ.

JESSICA LIOU, ESQ.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212)310-8000

For the Debtors: KEVIN J. ORSINI, ESQ.

PAUL H. ZUMBRO, ESQ.

Cravath, Swaine & Moore LLP

825 Eighth Ave.

New York, NY 10019

(212)474-1000

For Official Committee of 

Tort Claimants:

KIMBERLY S. MORRIS, ESQ.

ROBERT A. JULIAN, ESQ.

CECILY ANN DUMAS, ESQ.

Baker and Hostetler LLP

11601 Wilshire Boulevard

Suite 1400

Los Angeles, CA 90025

(310)820-8800

For Official Committee of 

Unsecured Creditors:

ANDREW LEBLANC, ESQ.

Milbank LLP

1850 K St. NW

#1100

Washington, DC 20006

(202)835-7500

For Adventist Health 

System/West and Feather 

River Hospital:

REBECCA J. WINTHROP, ESQ.

Norton Rose Fulbright US LLP

555 South Flower Street

Forty-First Floor

Los Angeles, CA 90071

(213)892-9200

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For United States of 

America:

MATTHEW J. TROY, ESQ.

United States Department of 

Justice, Civil Division

P.O. Box 875 

Ben Franklin Station

Washington, DC 20044

(202)514-9038

For California State 

Agencies:

PAUL J. PASCUZZI, ESQ.

Felderstein Fitzgerald et al LLP

500 Capital Mall

#2250

Sacramento, CA 95814

(916)329-7400

For Ad Hoc Committee of 

Senior Unsecured 

Noteholders:

MICHAEL S. STAMER, ESQ.

ABID QURESHI, ESQ.

Akin Gump Strauss Hauer &Feld LLP

One Bryant Park

New York, NY 10036

(212)872-1000

For Official Committee of 

Unsecured Creditors:

GREGORY A. BRAY, ESQ.

Milbank, LLP

2029 Century Park East

33rd Fl

Los Angeles, CA 90067

(424)386-4000

For Ad Hoc Committee of 

Holders of Trade Claims:

DAVID M. FELDMAN, ESQ.

Gibson, Dunn & Crutcher LLP

200 Park Ave.

New York, NY 10166

(212)351-4000

For Citibank N.A., as 

Administrative Agent for 

the Utility Revolving 

Credit Facility:

TIMOTHY GRAULICH, ESQ.

Davis Polk and Wardwell LLP

450 Lexington Ave.

New York, NY 10017

(212)450-4000

For Certain Utility 

Bondholders:

DAVID M. GUESS, ESQ.

Bienert Katzman PC

903 Calle Amanecer

Suite 350

San Clemente, CA 92673

(949)369-3700

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For Certain Utility 

Bondholders:

ADAM C. HARRIS, ESQ.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, NY 10022

(212)756-2000

For BOKF, NA: ANDREW I. SILFEN, ESQ.

Arent Fox LLC

1301 Avenue of the Americas

42nd Fl.

New York, NY 10019

(212)484-3900

For Bank of America, N.A.: M. DAVID MINNICK, ESQ.

Pillsbury Winthrop Shaw Pittman

4 Embarcadero Center

22nd Fl.

San Francisco, CA 94126

(415)983-1000

For PG&E Shareholders: BRUCE BENNETT, ESQ.

Jones Day

555 South Flower Street

Fiftieth Floor

Los Angeles, CA 90071

(213)489-3939

For Mizuho Bank: SHERRY J. MILLMAN, ESQ.

Stroock & Stroock & Lavan LLP

180 Maiden Ln

New York, NY 10038

(212)806-5400

For Ad Hoc Group of 

Subrogation Claim Holders:

MATTHEW A. FELDMAN, ESQ.

Willkie Farr & Gallagher LLP

787 7th Ave.

New York, NY 10019

(212)728-8000

For SLF Fire Victim 

Claimants:

RICHARD A. MARSHACK, ESQ.

Marshack Hays LLP

870 Roosevelt

Irvine, CA 92620

(949)333-7777

Also Present: Will Abrams

Claimant, Fire Survivor

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Court Recorder: LORENA PARADA

 United States Bankruptcy

Court

450 Golden Gate Ave.

San Francisco, CA 94102

Transcriber: ALIZA BLUMENFELD

 eScribers, LLC

7227 N. 16th Street

Suite #207

 Phoenix, AZ 85020

 (973)406-2250

Proceedings recorded by electronic sound recording; 

transcript provided by transcription service.

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SAN FRANCISCO, CALIFORNIA, WEDNESDAY, OCTOBER 23, 2019, 

10:00 AM

-oOo-

(Call to order of the Court.)

THE BAILIFF: All rise. The Court is now in session, 

the Honorable Dennis Montali presiding.

THE COURT: Good morning. Crowded house. 

Good morning, everyone.

IN UNISON: Good morning, Your Honor.

THE BAILIFF: This the Court's 10 a.m. calendar, in 

the matter of PG&E Corporation. 

THE COURT: Mr. Karotkin, you're ready to go?

MR. KAROTKIN: Good morning, Your Honor. Steven 

Karotkin, Weil, Gotshal & Manges, for the debtors. 

Yes, we are. I think you wanted the first matter, the 

Baker motion.

THE COURT: Yes. Let me just make an opening comment 

that's related to nothing except everything. I noticed in the 

last round of briefing that there's a little bit of emotion 

that's creeping in the words and lines, so I'm going to ask 

counsel to downplay the energy a little bit and stop making

references to hedge funds or opponents by their name when it 

isn't relevant; Elliott on the one hand or Baupost on the other

and so on. And just stick with the functional terms if you --

there's a reason to name a company for something important, 

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that's fine. But I just want to keep our arguments a little 

bit more balanced and civilized. Nothing specific beyond that.

Okay. Let's go. Who's going to make the presentation 

for the TCC on the motion? 

Good morning.

MS. MORRIS: Good morning, Your Honor. Kimberly 

Morris of Baker Hostetler on behalf of the official committee 

of tort claimants.

THE COURT: All right. Good morning, Ms. Morris.

MS. MORRIS: I'd like to reserve two minutes. I 

noticed that you gave us each ten minutes, and I'd --

THE COURT: Yeah, it was a lot of time.

MS. MORRIS: -- like to reserve two. Yeah.

THE COURT: I have one opening question for you.

MS. MORRIS: Um-hum.

THE COURT: I was confused in the papers. I think it 

kind of shows up a couple of times, but I'll focus on page 6 of 

the motion. The top, it -- the following sentence seems to be 

completely incorrect. "The state court litigation involves 

claims estimation, confirmation issues, and potential 

compromise of controversies." The last time I checked, it 

should -- it would have none of those involved. 

MS. MORRIS: Well --

THE COURT: It's a claim by a group of plaintiffs 

against the utility or the utility and the parent for their 

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damages out of the fires. There's nothing about claims 

estimation, nothing about compromises, nothing about any of the 

things that are mentioned there. So what does that mean to 

this motion?

MS. MORRIS: Sure, Your Honor. I believe that when 

Your Honor granted the relief from stay for -- to allow the

Tubbs claimants to proceed in the state court litigation, that 

you recognized the importance of the Tubbs proceeding to --

THE COURT: I did.

MS. MORRIS: -- the estimation and the data points 

that would result from that proceeding as to the debtors' 

liability for the Tubbs fire.

THE COURT: Right.

MS. MORRIS: And the debtors, in connection with the 

various motions that they've made, said that the Tubbs issue 

was one of the gating issues with respect --

THE COURT: Well, I know.

MS. MORRIS: -- to this proceeding.

THE COURT: That's obvious that we -- that's so 

obvious, you don't even have to repeat it.

MS. MORRIS: Um-hum.

THE COURT: It's obvious; that's why I granted it. 

But there was nothing about granting the relief from stay that 

said, by the way, Superior Court, would you please deal with 

estimation or confirmation issues or, by the way, for any 

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compromises.

MS. MORRIS: Yeah, you're right, Your Honor. It's 

just the data points that were resolved from that trial as to 

the debtors' liability.

THE COURT: Right. So the data point will be a 

verdict, perhaps --

MS. MORRIS: Um-hum.

THE COURT: -- that is favorable for one side or 

favorable to the other side.

MS. MORRIS: That's right.

THE COURT: What else will there be? Maybe -- unless 

there's some specific findings that are relevant to that 

inquiry.

MS. MORRIS: Well, the debtors' liability for the 

fires will affect the estimation of the Tubbs claim. Judge 

Donato --

THE COURT: I asked what the outcome in the court will 

be, not where they will go with Judge Donato or me --

MS. MORRIS: Um-hum.

THE COURT: -- or anywhere. I would imagine a 

superior court judge will sign a verdict or an order, whatever 

the correct proceeding is, that says, Plaintiff recovers X or 

Defendant recovers Y or perhaps responding to a special 

interrogatories. But beyond that, I don't know that anything

would be happening.

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MS. MORRIS: Yeah, and the practical effect of that is 

that the individual plaintiffs, if they do receive a judgment, 

they can't go enforce that judgement because I think your order 

makes clear they can't do that.

THE COURT: So does the --

MS. MORRIS: That's right.

THE COURT: So does the Bankruptcy Code.

MS. MORRIS: Yeah.

THE COURT: But that's not the point. The point is 

your motion today is to take an action -- it reads as though 

you're going to take a more broader role in the Superior Court 

dealing with bankruptcy issues, which doesn't seem relevant.

MS. MORRIS: It actually affects the estimation 

issues --

THE COURT: I know it affects --

MS. MORRIS: Yeah.

THE COURT: -- but pretend I'm the Superior Court 

judge now --

MS. MORRIS: Um-hum.

THE COURT: -- magically, down the street, and we're 

here at the opening of trial, and say, why are you bothering me 

with bankruptcy court issues? We're here to decide if the 

defendant is guilty -- is liable to the plaintiffs. Period.

MS. MORRIS: That's right, and the issues that will be 

litigated in the state court proceeding are some of the very 

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same issues that we're going to be litigating in the estimation 

proceedings before Judge Donato. Just by way of example, some 

of --

THE COURT: I know it. I got it. I'm the one that 

teed Judge Donato for you, so I know that. 

Okay. Let's go back to you, opening comment about 

today's motion.

MS. MORRIS: Well, given the overlapping issues, Your 

Honor, will be addressed in both proceedings and especially 

given the truncated time frame in which we're -- the Tubbs 

trial is proceeding and the estimation trial is proceeding, in 

essentially one-tenth of the time that it would normally take 

to try these issues, the coordination of the efforts between 

what's going on in the Tubbs case and what's going in the 

estimation case, the same documents, the same witnesses, 

potentially the same experts, and the same issues to be decided 

by both judges, make it essential that we have the ability to 

participate in that trial.

THE COURT: But why on PG&E's nickel? In other words, 

you essentially want me to say that the TCC and its lawyers and 

its experts are on the payroll for everything else they are in 

the state court litigation, where, had there been no 

bankruptcy, the state court plaintiffs aren't quite capable of 

proving their case.

MS. MORRIS: Your Honor, the estimation proceeding is 

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essentially now on three tribunals. We're before Judge Donato 

for the majority of the fires. We're before Judge Jackson for 

purposes of the legal liability, the actual causation issue 

that will inform what Judge Donato does with those Tubbs 

claims, and then before Your Honor for the inverse condemnation 

issue.

THE COURT: And no one on the debtors' side has 

questioned the scope of your firm's engagement for two of those 

three things. No one has questioned that, and I don't. The 

only question -- the only question is, do you and your 

colleagues go down the street to the Superior Court and file 

briefs and take positions as -- almost as a co-plaintiff in a 

manner that, again, that you can send the bill to PG&E, which 

doesn't seem -- it's what they've complained about, and I think 

I'm persuaded that that's a reasonable argument, unless you can 

convince me otherwise.

MS. MORRIS: Yeah, Your Honor, the buildup of the 

legal issues in the estimation proceeding and the documents 

that we're looking at and the witnesses that we're talking to 

are the same exact witnesses that the Tubbs fire victims -- or 

the Tubbs plaintiffs' lawyers are looking at in their 

proceeding. In fact, we've even talked to Mr. Orsini about 

cross-designated -- cross-designating some of the 30(b)(6) and 

PMK depositions in the state court proceedings. 

So we believe that our employment application, our 

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retention application allows us the ability to participate, not 

as presenting facts and evidence in the court -- the 

plaintiffs' lawyers will do that -- but in coordinating with 

the plaintiffs' lawyers, who are looking at the same exact 

issues that we are, who are examining the same exact issues as 

we are --

THE COURT: Ms. Morris, the point is, do you do that 

with the plaintiffs, or do you do it with PG&E paying the 

bills? Isn't that what it comes down to? I mean, I realize 

that you believe and your clients believe that PG&E should be 

paying all the bills, and that's for another day. The question 

is, for the work you're doing today and the work tomorrow and 

next week and last week, you're getting paid -- no one's 

questioning that -- and -- but if you take an active role in 

the Superior Court, the debtors' position is that's not 

appropriate. 

Just tell me why that is appropriate. But you're just 

repeating stuff that I know. So tell me why -- what I don't 

know -- why --

MS. MORRIS: Because it --

THE COURT: -- I should overrule their objection.

MS. MORRIS: If the ultimate verdict from the Tubbs 

trial were only affecting the fourteen preference plaintiffs, 

then I believe Your Honor would be absolutely correct. 

However, that verdict the tens of thousands of Tubbs claimants.

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THE COURT: Well, of course it will. Of course, it 

will. 

MS. MORRIS: And if that is to be --

THE COURT: It'll affect them, prospective -- I mean, 

affirmatively, if it's a very good result, and very negatively 

if it's an adverse result.

MS. MORRIS: And we believe that we need to protect 

the interests of those tens of thousands of claimants by 

looking at evidence and making sure it's presented in a way 

that present -- that protects the interests of those claimants. 

And in fact, one of the cases cited by the debtors, that's 

exactly what the committee had done. In the Continental 

Airlines case, they sought authority for two things. One was 

to participate in the estimation of a class claim for the 

benefit of the committee, and the second was to represent those 

individual class claimants.

The court rejected the ability of the committee 

lawyers to represent the individual class claimants, and that's 

not what we're trying to do here. They have very fine lawyers. 

What we are trying to do is what the judge allowed the lawyers 

to do in the Continental Airlines case, which is file briefs 

and participate in the trial to the extent it's necessary to 

protect the claimants.

THE COURT: But the debtors' position isn't that you 

can't take a role that's -- that you can't, in effect, be 

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writing the brief for the plaintiffs' lawyers, and -- they 

don't use the term -- but effectively acting as co-trial 

counsel. They don't question your right to be there. I doubt 

Mr. Orsini's going to ask the Superior Court judge to throw you 

out of the courtroom. They've said in papers here that they 

don't object to your involvement; it's the more specific 

thing -- well, anyway, I'll let them respond.

MS. MORRIS: Your Honor, I'm happy to rest on our 

papers --

THE COURT: Okay.

MS. MORRIS: -- and so I'll turn it over and just 

reserve time, if you have any further questions for us.

THE COURT: Okay. Now, the OCC filed a -- kind of a 

position that doesn't state a position, so I'm assuming that --

I mean, this is the most emphatic position I've seen from the 

OCC. We reserve all of our rights. So are you here reserving 

your rights?

MR. LEBLANC: Your Honor, Andrew LeBlanc of Milbank, 

on behalf of the official committee of unsecured creditors.

Your Honor, the reason we filed that is, while we're 

sympathetic to the debtors' position, we understand their 

position, we didn't take a position on this. What we are 

concerned with is that, to the extent that the TCC is permitted 

to participate in some meaningful way at the -- in the state 

court proceeding, we have asked to have rights of 

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participation; meaning, we've asked to observe depositions that 

are occurring there given the relevance of those depositions 

to --

THE COURT: Well, is there any opposition to that?

MR. LEBLANC: The debtors have opposed that, so --

THE COURT: But there's nothing before me to --

MR. LEBLANC: No. And I agree, Your Honor. But what 

I -- the point of our reservation of rights is that, if the 

Court were to permit the TCC to go down to the state court, 

participate in the way that they've asked, and that entitled 

them to be present at depositions of witnesses that are going 

on down there, we would ask for the same rights, to the extent 

that they were granted those rights.

We're not asking anything else; there's nothing before 

you. We did make that request of Judge Donato; he denied it, 

saying that that was a question for the state court tribunal, 

whether or not we could be present for depositions.

THE COURT: So what? Why shouldn't I say the same 

thing?

MR. LEBLANC: Well -- and that's why, Your Honor, we 

haven't asked for that, unless the TCC is granted it. 

THE COURT: Well -- but if I deny today's motion, the 

TCC is free to ask the Superior Court judge if they can have 

a -- participate.

MR. LEBLANC: They could, Your Honor, and we could 

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make the same request, although it's a little -- there's a 

quirk of our existence as a federally, statutorily created 

entity that creates a odd circumstance of asking for rights to 

participate there. We -- all we're asking for -- all we've 

asked for from the debtors --

THE COURT: Well -- but you know why? You didn't -- I 

mean, even though it was federal, federal, you certainly were 

asked to participate in the FERC litigation, and you did. 

And --

MR. LEBLANC: We --

THE COURT: I mean, the TCC hadn't taken a role or 

wasn't even active then. But that's the --

MR. LEBLANC: Sure.

THE COURT: -- kind of thing that would be normal. 

The thing that makes this one a little different is why we're 

talking -- but anyway --

MR. LEBLANC: Understood. And our --the only reason 

for our filing, Your Honor, was to say that if they're able to 

be present at depositions -- and we've asked for the same 

rights. Not to question witnesses, but just to be able to 

observe these depositions so that we have that information for 

the purposes of the estimation proceedings that will follow. 

But it's not -- we haven't made the request of you, and we're 

not making it now, unless it's -- unless a similar right is 

granted to them.

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THE COURT: Okay.

MR. LEBLANC: Thank you, Your Honor.

THE COURT: Got it. Thank you.

Good morning.

MS. LIOU: Good morning, Your Honor. For the record, 

Jessica Liou --

THE COURT: Ms. Liou.

MS. LIOU: -- from Weil, Gotshal & Manges, on behalf 

of the debtors. 

Your Honor, just to correct one of the statements that 

Mr. LeBlanc made, the debtors have not opposed the unsecured 

creditors' committee monitoring the state court proceedings and 

dialing in on the phone for depositions. Our position, 

obviously, is that they should not participate in questioning 

in those proceedings.

THE COURT: In the depositions or in the trial?

MS. LIOU: In the depositions, and monitoring the 

trial is fine as well.

THE COURT: But monitoring the trial means monitoring; 

it doesn't mean --

MS. LIOU: It doesn't mean active participation.

THE COURT: I mean, it's up to the Superior Court 

judge to decide whether --

MS. LIOU: That's --

THE COURT: -- to let anybody --

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MS. LIOU: That's absolutely correct, and I presume 

they will have to make a motion to intervene or appear as a 

party. And the judge will have to decide that issue in the 

state court.

THE COURT: But what about the TCC?

MS. LIOU: Yes.

THE COURT: Is the TC -- what's the role -- would you 

believe that even without today's motion or even if I denied 

this motion, can't the TCC monitor the depositions or 

participate --

MS. LIOU: Well --

THE COURT: -- the same way?

MS. LIOU: Yeah, we stated in our papers very clearly 

that we are not opposed to them monitoring the --

THE COURT: Right.

MS. LIOU: -- state court proceeding. That's not why 

we're here today. They are seeking to go above and beyond 

that. They are seeking to expand the scope of their 

representation outside of what the Bankruptcy Code has.

THE COURT: Well, what -- if I deny the motion, how 

would you describe what they can't do?

MS. LIOU: What they can't do is they can't ghost 

write pleadings. They can't pass through costs of expert 

witnesses --

THE COURT: Right.

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MS. LIOU: -- preparing expert witnesses, creating 

lines of questioning for those expert witnesses on to the 

estate. They can't participate in the litigation discovery. 

They can go ahead --

THE COURT: Well --

MS. LIOU: -- monitor what is happening.

THE COURT: -- another subject. Participate but --

participate in the discovery but sit in and observe the 

discovery?

MS. LIOU: I believe that that is fine. That is 

absolutely fine.

THE COURT: Okay. Okay. Well, go ahead.

MS. LIOU: Yes.

THE COURT: So am I right that this is all about how 

much it costs, or am I -- or is it more than that? In other 

words, this isn't just a question of the debtor having to pay 

for additional work by TCC. It's -- you want me to prohibit 

them from doing things like ghost write. I don't know how I 

enforce that, but --

MS. LIOU: Absolutely. No, you're absolutely correct, 

Your Honor. This is not just about the cost. I mean, I think 

we feel very strongly that the Code and precedent does not 

provide for this expansion of a committee's duties. I mean, 

this is completely novel and unprecedented relief, and the 

committee -- the TCC itself has not been able to point to any 

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situation where this has been allowed. In addition to that, we 

do think that there are potential serious conflicts that are 

posed, and I know the TCC has indicated in its papers that they 

don't believe a conflict exists. But there are two reasons why 

I believe there is not just a potential for conflict, but an 

actual conflict that could exist. 

In their plan, they've got a 14.5-billion-dollar cap 

on the recovery that goes to all these plaintiffs. Depending 

on the outcome of the Tubbs trial, more or less may be 

available for other members of its constituent. I think it 

goes outside the role of a committee properly to go ahead and 

aid individual claimants in the maximization of their claims 

against the estate, which may then prejudice other members of 

their constituency.

THE COURT: Okay. Well -- but that's not quite the 

same as representing an individual member or an -- excuse me, 

an individual plaintiff. They're not asking to do that.

MS. LIOU: Well, I think you hit the nail on the head 

when you said they're essentially acting as co-counsel to the 

existing qualified, very able counsel for the plaintiffs in the 

state court litigation.

THE COURT: All right. Okay. Anything further?

MS. LIOU: No, Your Honor. That's it from us. We 

rest on our -- the rest of the arguments in our papers.

THE COURT: Ms. Morris, you asked for -- to reserve 

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some time. You want -- you said -- are you going to submit, or 

do you want to --

MS. MORRIS: We're happy to submit it with the 

arguments so far.

THE COURT: Okay. I'm going to just give it a little 

bit of thought. I don't intend to do anything other than issue 

the briefest of orders that won't be expansive in terms of what 

I do. But I just want to reflect on what I heard both counsel 

said today -- or all three counsel, rather. And so I'll have a 

ruling on it very promptly. So I'll treat that as submitted. 

Thank you for your time.

Okay. Mr. Karotkin.

MR. KAROTKIN: Thank you, sir. Again, Steven 

Karotkin, Weil Gotshal & Manges, for the debtors.

I believe, Your Honor, pursuant to your order, you 

wanted to consider the briefing schedule next with respect 

to --

THE COURT: Yeah.

MR. KAROTKIN: -- the make-whole.

THE COURT: I mean, when I -- I did that, and I sent 

that out before I was able to read all the stuff that came in 

in the last thirty-six hours. I wasn't even here for most of 

Monday, so when I had the late filing from you and from the 

subrogation committee, there was a lot of stuff in there, 

including the correspondence: one from you and one from Baker 

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Hostetler on the subject of briefing.

Your letter was the earlier letter of October 16th, 

but I don't believe -- or maybe that was one that I got earlier 

when I was traveling. Anyway, my point is that, maybe, to some 

extent, talking about plan scheduling and briefing schedule 

overlaps. So for lack of any way to do it, why don't we just 

take it in parts?

So let's start again with inverse condemnation, which 

isn't in your letter of October 16th. We had previously talked 

about that, but now Mr. Julian's letter of yesterday raises the 

issue of something that's been discussed with Judge Donato. 

And I did look at the transcript of Judge Donato's ruling -- or 

his hearing yesterday.

So what is it that you propose, Mr. Karotkin? You --

MR. KAROTKIN: I propose that Mr. Orsini address that 

issue.

THE COURT: Oh, okay.

MR. ORSINI: Good morning, Your Honor. Kevin Orsini, 

Cravath, Swaine & Moore, for the debtors.

THE COURT: So I -- just to review, the original date 

from prior hearings was opening brief, October 25th, then on 

November 15th, November 22nd, and December 11th. But Mr. 

Julian wants to go earlier. What do you want to do?

MR. ORSINI: And so Your Honor, as you'll recall, we 

had tried to tee up the inverse issue a lot earlier in the 

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whole process.

THE COURT: Right.

MR. ORSINI: We are where we are now. We're certainly 

amenable, subject to Your Honor's preferences, to moving up the 

hearing date. We'd also be amenable -- again, you're the judge 

who's going to make the decision, so if you think replies are 

unnecessary, we're not going to stand up here and insist on a 

reply. The one thing I do think is important, Your Honor, and

the one area where I think we disagree with Mr. Julian is, we 

would like a hearing. We would like an opportunity to discuss 

the issues with the Court.

THE COURT: Well, at the -- my prior hearing was 

before all of you were headed up to see Judge Donato, and now 

you've seen him twice since you were last here. And I have 

twice read the transcripts that -- the presentations before 

him. And I still don't know what the answer to the Cantu 

question is. 

So is Cantu off the table for me, for sure, or not for 

sure?

MR. ORSINI: Well, Your Honor, I'm not sure I know the 

answer to that question, either. I --

THE COURT: Well, I remember asking someone, please 

find out from Judge Donato.

MR. ORSINI: Right. And what I do know is Judge 

Donato has made clear is that he will not consider summary 

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judgment motions from us on the Cantu issue. That much has 

been very clear on the transcript. We think it's a very 

important material issue to some of these fires, and so we will 

either address it in the context of the final estimation 

hearing, or we're happy to address that with Your Honor 

separately. 

I think Judge Donato's view is that is likely an issue 

that if it's existing and if it's being decided as before him, 

but I don't know what else to add --

THE COURT: Well, help me --

MR. ORSINI: -- on that point, Your Honor.

THE COURT: -- help me understand better, where does 

Cantu fit in the hierarchy of the inverse condemnation thing?

MR. ORSINI: Sure.

THE COURT: I mean, I've heard it several times, and 

I'm thinking in terms of, is this efficient to break this into 

parts?

MR. ORSINI: So the way I look at is, there's -- what 

we had previously discussed with Your Honor and what we're 

prepared to file on Friday, is what I call our threshold 

inverse challenge, which is the question of, does inverse 

condemnation apply to an investor and utility like PG&E?

THE COURT: And the Butte trial court said, no, 

right -- I mean, says it does apply?

MR. ORSINI: The Butte trial court said it does 

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apply --

THE COURT: Right.

MR. ORSINI: -- as did the North Bay trial court on a 

demur. 

THE COURT: Right.

MR. ORSINI: But we believe those were both 

incorrectly decided and don't reflect the California Supreme 

Court precedent.

THE COURT: No, I understand --

MR. ORSINI: As to the merits.

THE COURT: -- it might on the merits.

MR. ORSINI: But -- so if we win on that, if we were 

to convince Your Honor that that is true, that inverse just 

doesn't apply to PG&E, we never get to Cantu.

THE COURT: And Cantu's dead now, right?

MR. ORSINI: Cantu's dead.

THE COURT: Cantu's off the table?

MR. ORSINI: Correct. If we don't prevail and Your 

Honor concludes that inverse does apply as a constitutional 

doctrinal matter to PG&E, then the Cantu issue becomes ripe 

with respect to a subset of the fires, because the argument 

under Cantu doctrine is --

THE COURT: Yeah.

MR. ORSINI: -- that, based on the facts of how a 

particular line was constructed --

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THE COURT: Yeah, I --

MR. ORSINI: -- to serve --

THE COURT: -- do understand that that's a fact, and I 

think you were somewhat bullish about thinking it's still not

materially facts in dispute. But I think your opponents don't 

agree with you.

MR. ORSINI: I think that's right.

THE COURT: So --

MR. ORSINI: I'm still bullish that there are not 

facts in dispute, and I'm sure they're equally bullish that 

there are.

THE COURT: Well, it seems to me that it makes no 

sense for me even to go near the Cantu case unless it goes out 

with the -- I toss it with the bath and the baby by buying your 

argument on the basic principle, which I have to keep an open 

mind and read the briefs.

MR. ORSINI: I think where we are right now, Your 

Honor, that probably makes the most sense.

THE COURT: Okay.

MR. ORSINI: We focused our briefing that we're 

starting on Friday on the threshold issue. And in terms of the 

schedules, as I said, happy to forgo reply. It's up to Your 

Honor whether you think a reply will be useful. I won't take 

it personal if you say it won't be, but we would like an 

opportunity to come and have a hearing to discuss the issue 

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with Your Honor.

THE COURT: Well -- okay. So I was looking at my own 

schedule. We've got a lot of stuff coming up, and we're going 

to talk more about some other schedules in a minute. Mr. 

Julian, who's here, and we can speak for himself, but I mean, 

he's suggesting submitting the matter after November 15th. I 

mean, I guess, basically, if we go back -- if I take Mr. 

Julian's letter and take your comments, Mr. Orsini, I can stick 

with what we have and say, opening brief, but it's opening 

brief from you, from the debtors, or anybody that aligns with 

you. Right?

MR. ORSINI: Correct, Your Honor.

THE COURT: And then reply -- or opposition -- Mr. 

Julian's letter says the 15th -- and he would have it submitted 

then. And you would have it argued. And yeah, I mean, I'll 

pass up the invitation to skip the reply briefs. And so I 

think what I would do is -- I believe we have -- one second.

Well, it's a tight schedule, but we are -- we still 

have blocked out a PG&E day on November 19th. So what if we 

sit with 10/25, 11/15, and argument on 11/19?

MR. ORSINI: That would be great from our perspective, 

Your Honor.

THE COURT: Mr. Julian, is that acceptable?

MR. JULIAN: That's fine, Your Honor.

THE COURT: So is there anyone in the court that's 

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going to be filing briefs with the TCC, or, Mr. Julian, you 

must be getting -- whether I grant or deny their earlier 

motion, I presume you're going to hear from some of your state 

court colleagues on the arguments. But whether one of you or 

more than one of you sign the brief is not important to me. Is 

there any reason why there'd be any problem with just a page 

brief and limit on one brief from both sides, and we're done?

MR. JULIAN: You've asked us to coordinate; we are 

coordinating. 

THE COURT: Well -- okay. So --

MR. JULIAN: We hope the subro claimants are a part of 

this.

THE COURT: Okay. Let's do this. Mr. Orsini, at the 

risk of asking the question I don't want to ask you to answer, 

how much -- are you going to stick with the twenty-five pages, 

or are you going to ask for an oversized brief?

MR. ORSINI: So Your Honor, our brief is currently 

under twenty-five pages. I would expect to land there. I do 

believe that the equity group represented by Mr. Bennett, as 

well as potentially the unsecured creditors' committee, had 

views that they would submit short joinders. We can -- I don't 

know the length of the briefs they are --

THE COURT: Okay.

MR. ORSINI: -- proposing.

THE COURT: I'll simplify it. Here's what I'll do. I 

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will take from the debtor and anybody that aligns with the 

debtor -- whether that's OCC, shareholders, or otherwise -- to 

have one brief, jointly argued and -- I see that many of you, 

in the prior submission to Judge Donato, did quite ably of

joining -- filing a statement that nobody was aggrieving with, 

but everybody had his own segment. 

MR. ORSINI: We hope -- we got it in one document, 

Your Honor. That was the accomplishment.

THE COURT: I guess if I get everybody in one brief on 

one side of inverse condemnation, they better take the same 

view. But I'll tell you what. I'll go with 10/25, thirtyfive-page max joinders and within the thirty-five. Same for 

Mr. Julian and the TCC on the other side. November 15th, 

thirty-five pages. 

Mr. Julian, you can line up all your colleagues that 

want to join you on the argument. And so I will get up to 

seventy pages, and I will say no reply brief. And we will have 

an argument at 10 o'clock on -- what did I say -- December --

MR. ORSINI: No, it was November 19th.

THE COURT: -- I mean November 19th. 

MR. ORSINI: I believe so.

THE COURT: Okay. Does that work for everybody?

Anyone want to speak against that bef -- because it's 

a done deal as far as I'm concerned. And Cantu is not going to 

be discussed.

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Okay. 

MR. ORSINI: Thank you, Your Honor.

THE COURT: Now, you're going to go back to your 

colleague there for the other schedules?

MR. ORSINI: I am absolutely going to now propose that 

Mr. Karotkin come back up.

THE COURT: So Mr. Karotkin, your letter -- or 

rather -- I'm sorry, the filing that you made yesterday 

afternoon includes post-petition interest. So the first 

question I have on that is, is this a -- your letter divides 

sort of the briefing into two categories: post-petition 

interest and make-whole premium.

MR. KAROTKIN: That was done, Your Honor, at the 

request of counsel for the other side.

THE COURT: No, and that's fine with me. I think I 

had even -- my question to you is, is there something else? Is 

there another brief or brief of topic that is the question if 

impaired or not impaired? In other words, I'm --

MR. KAROTKIN: I think those are the two issues that 

go -- the post-petition interest and the make-whole premium go 

to the issue of impairment.

THE COURT: Well -- but for example, in the briefing 

for the motion that's on today, the -- what we'll call the 9019 

motion or the RSA motion -- there is an argument that I think 

you've argue -- you're arguing that, of course, the subrogation 

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group is impaired. And I believe some of the opposition may be 

getting my -- the opposition's blended in my head. But they're 

saying, no, it's unimpaired. So that's maybe an easy question 

to answer. But the question is, isn't that something that 

should be addressed as a gating issue?

MR. KAROTKIN: We're happy to do that as well. What 

we were trying to address, Your Honor, was what had come up 

earlier --

THE COURT: Yeah.

MR. KAROTKIN: -- in September, when you -- you had 

raised the issues of the post-petition interest and the makewhole and requested -- it was your view, and we agreed, that 

those were gating issues that should be addressed early in the 

process. We're happy to address --

THE COURT: No, we're on the same page here.

MR. KAROTKIN: Yeah, and we're happy to have another 

brief, if necessary, to address --

THE COURT: Well --

MR. KAROTKIN: -- the issue with respect to the 

subrogation claimants.

THE COURT: Let me say this: that later -- and 

perhaps the next item on the agenda is to discuss different 

views about a timeline for confirmation and consideration of 

plans. It strikes me -- and this goes back to one of the very 

early hearings that I had when I said let's be creative and 

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figure out a way to be more efficient. I would like to break 

the confirmation issues into discrete things, like these, that 

they are confirmation issues. And I can sure understand --

everybody's going to tell me the obvious. We can't get to an 

estimation number until Tubbs and Donato are done. Of course, 

that's true.

But -- and of course, we can't know some of the 

ultimate confirmation issues until we know feasibility and 

financing, et cetera. But there are some other issues that are 

discrete. And it would seem to me that we don't have to get to 

disclosure discussions if we can isolate and pin down with the 

competing parties' confirmation issues. And --

MR. KAROTKIN: And the --

THE COURT: -- there's no rule that says you can't 

start the confirmation process before you get to the 

estimation.

MR. KAROTKIN: Well -- exactly. And that was your 

idea, Your Honor, and we agreed. And --

THE COURT: Right.

MR. KAROTKIN: -- what we did --

THE COURT: So why don't we --

MR. KAROTKIN: -- is we engaged with the other parties 

at your direction to agree on a briefing schedule for these 

issues. In -- as I indicated in my letter of, I believe, 

October 16th, we had largely agreed on the schedule.

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THE COURT: Yeah.

MR. KAROTKIN: You then terminated exclusivity, and 

all of a sudden, things changed.

THE COURT: No, I understand that things changed.

MR. KAROTKIN: I don't think there's any reason to 

change the fact that these issues should be addressed now. We 

proposed a schedule, at least for these two items, pretty much, 

Your Honor, consistent with what had been largely agreed upon 

earlier.

THE COURT: No, I know. I understand this is --

MR. KAROTKIN: The only change --

THE COURT: -- the (indiscernible) are in.

MR. KAROTKIN: -- being, of course --

THE COURT: Yeah.

MR. KAROTKIN: -- like, we've now wasted two more 

weeks --

THE COURT: Well --

MR. KAROTKIN: -- and we pushed it out. So what we 

have proposed is a briefing schedule that, frankly, is, as I 

said, largely consistent with what had been agreed to before 

they changed their minds and viewed the process to proceed 

differently.

THE COURT: Well, they're allowed to change their 

mind. It's a --

MR. KAROTKIN: Your Honor, we've become very 

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accustomed to that.

THE COURT: So --

MR. KAROTKIN: But --

THE COURT: But here -- But Mr. --

MR. KAROTKIN: -- what I'm saying is --

THE COURT: But Mr. Karotkin, I want to pin you down. 

I hear -- you keep telling me how brilliant I was by thinking 

of these specific issues.

MR. KAROTKIN: Yes, absolutely, Your Honor.

THE COURT: But I want to show -- I want you to help 

me -- you be equally brilliant. Are there some other issues? 

Now, for example, I still don't know where we are on the 

question of whether I -- there can be an estimation of the 

government claims that are filed as claims.

MR. KAROTKIN: And Mr. Zumbro has agreed on a schedule 

for that with the other parties.

THE COURT: A briefing schedule?

MR. KAROTKIN: Yes, sir.

THE COURT: Okay. Fine. That's great. So -- and I'm 

glad to hear that. But that was my point. When I'm looking at 

your filing of yesterday, I'm going, well, wait a minute, we're 

missing something. Where is --

MR. KAROTKIN: Yes.

THE COURT: -- impaired --

MR. KAROTKIN: No.

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THE COURT: -- and unimpaired? And then --

MR. KAROTKIN: Mr. Zumbro will tell the Court shortly 

exactly what --

THE COURT: Okay.

MR. KAROTKIN: -- what has been agreed upon. And what 

we're suggesting, Your Honor -- again, consistent with what 

you've -- your views --

THE COURT: My brilliance.

MR. KAROTKIN: -- this -- your brilliance.

THE COURT: Not your brilliance. All right.

MR. KAROTKIN: Yes. I'll use your words. Your 

brilliance. I certainly agree with that.

THE COURT: Right. That's right.

MR. KAROTKIN: Is that this is a reasonable briefing 

schedule for these issues, plenty of time. We agreed to split 

it up into two distinct briefs, at their request, to give more 

time on the make-whole premium, which they think is more 

complicated. We were prepared to move more quickly on that; 

they didn't want to. And if Your Honor wishes, we can agree on 

a different briefing schedule with respect to whether or not 

the subrogation claimants are impaired under our plan.

THE COURT: I prefer letting you and the principal 

lawyers agree, and you've made progress. I'm --

MR. KAROTKIN: Well, no --

THE COURT: I'm on board.

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MR. KAROTKIN: -- the problem is, Your Honor, we 

didn't make progress.

THE COURT: Well --

MR. KAROTKIN: The problem is, Your Honor, is we 

thought we had made progress. And then -- again, as we 

predicted, when you terminated exclusivity, people backed off. 

People polarized, and they backed off from where they were. 

THE COURT: Well --

MR. KAROTKIN: We think this is a reasonable schedule, 

and we would ask you to approve it so we can move this forward. 

These are discrete issues. There is no reason -- nothing has 

changed by reason of your decision to terminate exclusivity to 

say these issues should not be addressed now.

THE COURT: Okay.

MR. KAROTKIN: Nothing has changed.

THE COURT: So -- but if we were trying to do a 

checklist of what hoops does anybody have to jump through to 

get a plan confirmed, well, first of all, you got to get the 

votes, and you got to decide whether there's impaired classes 

and how they vote. And then you got to decide whether your 

plan is feasible. So those are all things that are down the 

road a bit. But I'm just trying to make sure we put all of our 

collective heads together to try to identify any other critical 

issues that can be dealt with earlier.

So whether we call it two briefs or three briefs or 

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four briefs isn't the point. It's post-petition interest, 

make-whole, impair or not impair, 502(c), maybe a cram-down if 

there's another variation on some absolute priority issues. I 

just want the best brains together -- put together to figure 

out how to tee it up so I can do my job. 

MR. KAROTKIN: Okay.

THE COURT: That's all.

MR. KAROTKIN: May I --

THE COURT: And --

MR. KAROTKIN: -- make a suggestion --

THE COURT: Yes.

MR. KAROTKIN: -- on that? Okay. 

THE COURT: By all means.

MR. KAROTKIN: I think, for purposes of today, the 

only issues I'm aware of are the three you mentioned, which are 

the two -- post-petition interest, make-whole premium, and 

whether or not, under our plan -- excuse me -- the subrogation 

claimants are impaired or not impaired.

THE COURT: Okay.

MR. KAROTKIN: Okay? 

THE COURT: Um-hum.

MR. KAROTKIN: I'm reluctant, Your Honor, to leave the 

courtroom today without having a schedule in the post-petition 

interest issue and the make-whole premium set.

THE COURT: You will. We will have -- we will have 

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the schedule this moment.

MR. KAROTKIN: Okay. And I'm more than happy to try, 

as we tried before, to work with the TCC and the ad hoc 

bondholders to agree on the schedule for the issue of 

impairment. And we can do that during a break today and 

perhaps agree on that, or we can report to you in the next 

couple of days. 

But Your Honor, after what we've been through for the 

last two weeks or three weeks to try to agree on a schedule, I 

am absolutely reluctant to leave the courtroom today without a 

schedule on those two issues.

THE COURT: I'm -- you're going to have a schedule as 

soon as I hear from the other side.

MR. KAROTKIN: Okay.

THE COURT: So let's stick -- oh, well, help me -- one 

more thing, because I'm not -- there are a lot of people 

following this case, and I want to make sure we're not missing 

something. The phrase "make-whole premium" is a -- "makewhole" is a term that shows up in a couple of different places. 

So what we're talking about here is the issue of -- part of the 

impairment/not impairment, right?

MR. KAROTKIN: Correct.

THE COURT: For the bond. It's not --

MR. KAROTKIN: This has nothing to do --

THE COURT: It's not -- nothing to do with the 

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subrogation claim --

MR. KAROTKIN: It has nothing to do --

THE COURT: -- and the insurance issue.

MR. KAROTKIN: -- with the insured -- the insured 

issue, insured versus not --

THE COURT: Right.

MR. KAROTKIN: -- insured issue. Insured versus --

THE COURT: Right. I know, but it's just --

MR. KAROTKIN: Correct.

THE COURT: -- the phrase.

MR. KAROTKIN: That's "made-whole". 

THE COURT: Made-whole, make-whole. Okay.

MR. KAROTKIN: That's how we can distinguish those. 

This is the --

THE COURT: Okay.

MR. KAROTKIN: -- make-whole premium in connection 

with the refinancing of the bonds.

THE COURT: So what I think I would do, Mr. Karotkin, 

so as -- and to the extent that you complain about what you've 

been through, I'm sure the other side will complain, and I 

don't want to get there. I want to have a schedule, too. So 

I'm willing, for these purposes, to just use the topics that 

you and I have been talking about, and then every other counsel 

that wants to be heard and say that we're crazy and there's a 

different way to do it, I'll listen to them.

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But for post-petition interest, the opening brief 

then -- it's your side. It's debtors' opening brief, because 

your plan argues that you can -- you don't have to pay 

contract. You can pay judgment rate -- federal judgment 

rate --

MR. KAROTKIN: Correct.

THE COURT: -- right? So the question is then, then 

who is going to be on your side? Is it going to be the same 

alignment: the shareholder group, the OCC -- or maybe not the 

OCC --

MR. KAROTKIN: Not the OCC.

THE COURT: -- I don't know. But I -- and I don't 

care the answer. I'm -- I think what I would like to do today 

is -- well, excuse me. We talked about simultaneous based on 

this issue, right? So --

MR. KAROTKIN: Well, we -- there's a proposed 

schedule. I don't know if you're looking there, but --

THE COURT: Yeah, I'm looking at it. This --

MR. KAROTKIN: Yeah.

THE COURT: -- is the one that was on your --

MR. KAROTKIN: We're talking about --

THE COURT: -- filing yesterday.

MR. KAROTKIN: -- simultaneous briefs.

THE COURT: Yeah.

MR. KAROTKIN: That's what -- actually, that's what 

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they requested, again.

THE COURT: Well -- okay,

MR. KAROTKIN: Which is fine with us. We agree to 

that. That's fine.

THE COURT: So let's try it this way then. On 

November 8th, the debtor, on the one side, and TCC, presumably, 

on the senior bondholders, primarily, and anybody lining up 

with either of those two -- so I don't -- we don't have to have 

a show of hands -- would file simultaneous briefs on November 

8th and simultaneous reply briefs on November 22nd. And I 

would have oral argument.

Now, your proposal says the 16th. I don't --

MR. KAROTKIN: And the reason being, Your Honor -- I 

can explain that --

THE COURT: Okay.

MR. KAROTKIN: -- is -- I think, originally, the 

parties had discussed December 11th, and then I think the --

you had originally, or people were originally thinking about 

having the inverse condemnation argument on December 11th. So 

before that had been changed today, just a few minutes ago, we 

had suggested December 16th. December 11th is fine with us.

THE COURT: Yeah, I think the 16th is just one of 

those days that doesn't work. 

Isn't that right, Mr. Caplus (phonetic)? That's not a 

day we've got reserved for PG&E? We've got the -- we have the 

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11th, but we don't have another -- right?

THE BAILIFF: Correct. It's not a reserved date.

THE COURT: Yeah. I mean, I can do it if we need to. 

I don't --

MR. KAROTKIN: The 11th is fine. And originally, 

that's what we talked about.

THE COURT: Okay. Let -- I will hear from everybody 

else. But for now, I want to stick with you, Mr. Karotkin. 

And so the proposal would be simultaneous briefs on the 8th; 

simultaneous replies on the 22nd; oral argument on December 

11th.

MR. KAROTKIN: And again, Your Honor, it's my 

understanding what you mean is, as you stated, with inverse, 

there would be brief together on one side and one brief --

THE COURT: Thirty-five pages.

MR. KAROTKIN: -- together on the other side.

THE COURT: Thirty-five.

MR. KAROTKIN: Yeah.

THE COURT: That would be the proposal. Okay. 

Then for make-whole premium, your proposal is November 

21, December 13th, and January 6th. I didn't clear that date.

Is that a PG&E date?

THE BAILIFF: I'm sorry, which date?

THE COURT: I mean, we can make it a date, but we have 

a number of dates set aside.

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THE BAILIFF: What date?

MR. KAROTKIN: January 6th.

THE COURT: January 6th?

THE BAILIFF: It is not right now.

THE COURT: But what's our first January date for 

PG&E?

THE BAILIFF: 14.

THE COURT: Well, is the 6th available?

THE BAILIFF: Yes.

THE COURT: Okay. Well, let's tentatively say that. 

And so Mr. Karotkin, I don't -- I'm not afraid of 

having two issues briefed and argued if you want to move the --

well, you said Mr. Zumbro's got some dates for the 502(c) 

issue. So you want to match up the same schedule on the 

impair/not impair as with the make-whole schedule?

MR. KAROTKIN: That's fine with us. Okay.

THE COURT: Okay. Again, so I'm going to hear from 

others. But you want to talk to him?

(Counsel confer.)

MR. KAROTKIN: Okay. We're fine with doing the 

impairment with respect to the subrogation claimants on the 

same schedule -- I believe you said it's the make-whole?

THE COURT: Yeah. I mean, there -- I mean, I would do 

it even on the earlier one, but I think I have enough going on 

with the -- a lot of -- you guys have a lot of brief writers. 

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We only have one brief reader.

MR. KAROTKIN: Right. We're happy to do it on the 

make-whole schedule.

THE COURT: Okay.

MR. KAROTKIN: I believe that makes sense.

THE COURT: All right. So again, I'll let Ms. Diemer 

or anyone else that wants to be heard -- I'm not trying to cut 

anybody off. I'm tentatively sticking with that schedule, and 

we'll ask Mr. Zumbro to confirm his schedule. And so that'll 

be four briefing schedules -- let me finish. Let me get from 

Mr. Zumbro to get the last one --

MR. STAMER: Yeah, sure, sure, sure.

THE COURT: -- from the debtors' proposal, and then 

I'll hear from you, Mr. Stamer.

Okay. Mr. Zumbro.

MR. ZUMBRO: Thank you. Good morning, Your Honor. 

THE COURT: Thank you.

MR. ZUMBRO: Paul Zumbro, from Cravath, Swaine & 

Moore, on behalf of the debtors. 

I'll start by saying I don't want thirty-five pages, 

so if you could stick me to twenty-five pages, that would be 

fine on ours. We didn't specifically discuss --

THE COURT: In that case, fifteen.

MR. ZUMBRO: Yeah. Okay. That's fine, too. 

But we've agreed with this -- the cutoff that we've 

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agreed with the U.S. government and the California state 

agencies and the TCC for the briefing schedule on the 502(c) 

estimation issue is, that -- now that we've got -- the bar date 

has passed, and we've got the relevant claims --

THE COURT: Well, the bar date is -- we don't know 

what --

MR. ZUMBRO: Well, the bar date --

THE COURT: -- the bar date's going to be.

MR. ZUMBRO: Let's just say, October 21st has 

passed --

THE COURT: Right.

MR. ZUMBRO: -- and we've got the federal and state 

agencies claims filed. We're going to identify the claims that 

we believe are subject to estimation and that the creditors are 

commence the briefing. So the schedule's, subject to the 

Court's calendar, that we've agreed would be -- that we would 

designate which were the creditors' claims we contend are 

unliquidated and subject to estimation are November 1st. The 

creditors would file their brief on November 15th. The 

debtors' objection would be December 5th. The creditors' reply 

would be December 12th, and then the hearing would be at the 

December 17th omnibus hearing, which I think fits with the 

other dates we discussed this morning.

THE COURT: Are we still showing the 17th, Mr. --

MR. ZUMBRO: Yes.

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THE COURT: And that's still -- oh, it is? Okay. 

Let me pause for a minute. 

Mr. Julian, I'm going to ask you a question out of 

order here. Your motion to extend the bar date, that, I 

presume, is for fire claims only? It's not all claims, right? 

I haven't studied your papers.

MR. JULIAN: Correct, Your Honor.

THE COURT: So -- well, I guess I need -- okay. Thank 

you. 

I mean, I realize -- I haven't even read the briefs, 

so I know how important that is. But I -- what I don't know is 

whether that impacts the government claims and whether they 

would take the position that there's an extension there. I --

I'm trying to juggle these issues, so --

MR. ZUMBRO: Mr. Troy's, I believe, in the courtroom 

here, I don't know whether you have a view on that. Our view 

is that it shouldn't affect the government plans, but --

THE COURT: Well, I assumed, too, reading what was 

said to Judge Donato yesterday and reading enough -- a little 

bit about what the TCC filed, that we know who the 

beneficiaries are of the efforts to try to change the results. 

And it doesn't seem that governmental agencies or insurance 

companies or banks need to be helped on how to file claims.

MR. ZUMBRO: Correct. And we believe, Your Honor --

THE COURT: So I would not be inclined to have a new 

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bar date for any of those people, no matter, but I just wanted 

to make sure. I don't want to set a briefing schedule only to 

be backed into, well, there's more time to file the claim.

MR. ZUMBRO: No. We understand. We think that the 

noticing program has been robust for all claimants, including 

the individual claimants, but we particularly don't think that 

there's any doubt that the governmental agencies have had 

proper notice and have in fact participated in the process 

throughout this proceeding. So I don't think there's any 

issue, but Mr. Troy can correct me if I'm wrong. 

THE COURT: Okay. 

MS. WINTHROP: Good morning, Your Honor. Rebecca 

Winthrop of Norton Rose Fulbright, on behalf of the Adventist 

claimants. The briefing schedule Mr. Zumbro just laid out for 

the Court is also to apply to Adventist Health claims. 

THE COURT: Not as a government agency but as a person 

who's got a claim --

MS. WINTHROP: As a property-damage claim, if you 

want --

THE COURT: And that's acceptable to you too? 

MR. ZUMBRO: Correct, on the same framework. One 

brief on the one side of the issue, and one brief on the other 

side of the issue, is what our understanding was. But --

THE COURT: So --

MR. ZUMBRO: -- did you say you want to put in an 

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extra --

THE COURT: -- Mr. Zumbro --

MR. ZUMBRO: If you want to put in another brief, 

that's fine. 

THE COURT: Mr. Zumbro, back up, though. What do you 

file on November 1st? If they just file a list -- right? You 

say the following people we think should be estimated? 

MR. ZUMBRO: Correct. Well, we were focused primarily 

on the governmental claims but, yes, we were going to look at 

the governmental claims, both the U.S. government and the 

California state-agency claims. And once we've had a chance to 

look through those, we were going to meet and confer with the 

lawyers on the side to try to discuss those, but we were going 

to notify them as to which ones --

THE COURT: Okay, so --

MR. ZUMBRO: -- we would --

THE COURT: -- let's suppose that Mr. Pascuzzi says, 

"Wait, you can't do that. My claim is fixed in the sum of 

three million dollars." Then he briefs that on November 15th, 

under your proposal, and you respond to that on December 5th. 

So the briefing of November 15 and December 5th is really the 

briefing. The first document is not so much a briefing as a --

MR. ZUMBRO: That's correct.

THE COURT: -- as a trigger as to -- for the --

MR. ZUMBRO: That's correct. 

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THE COURT: Okay. And then -- all right, so -- well, 

let's get the -- I asked Mr. Stamer to wait till we come to the 

other issue; now I've got everybody on this issue. So let's 

stick with this issue. Let's stick to counsel --

So, Ms. Winthrop, you're okay with what you just 

heard, then, right? 

MR. TROY: Matthew Troy, Your Honor --

THE COURT: Yeah. Mr. Troy. 

MR. TROY: -- U.S. Department of Justice, Civil 

Division, on behalf of federal government, various federal 

agencies. 

Fine with the schedule. Not fine with one brief from 

everybody on one side. The debtors are going to designate 

discrete proofs of claim that they claim are subject to 

estimation, presumably because in their view they are 

unliquidated. Those claims are going to be unique to each of 

the agencies and private entities that filed them. We will 

need -- I can't address Adventist's claims, I can't address 

California state-agency claims, and vice versa. 

I would submit that -- our agreement, I thought, was 

that we would have separate briefs for each of the people or 

entities whose claims were designated.

THE COURT: Well, you can take --

MR. TROY: I can do all of the U.S. government's. 

THE COURT: You can take all the federal --

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MR. TROY: Yes. 

THE COURT: -- and Mr. Pascuzzi --

MR. TROY: I got that covered. 

THE COURT: -- can take all the state. 

MR. TROY: Correct. 

THE COURT: Right? 

MR. TROY: Right.

THE COURT: And Ms. Winthrop can take her client, 

and --

MR. TROY: Correct. 

THE COURT: -- maybe we got everybody.

MR. TROY: Right.

THE COURT: I don't have a problem with that. 

MR. TROY: Okay. And taking up on your queue that I 

think we've heard throughout these hearings, going back a 

couple months, is our intent is not to recite back to you 

502(c) about liquidated --

THE COURT: Good. 

MR. TROY: -- disputed, or contingent. 

THE COURT: Good. 

MR. TROY: I think you've done that very well for us 

already. I'm just going to focus on the claims that they 

identify. 

THE COURT: You won't cite all the Chapter 13 cases 

that the Ninth Circuit has --

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MR. TROY: If you'd like to, I'd -- happy to --

THE COURT: -- told us about? 

MR. TROY: -- so you can use it --

THE COURT: Okay. 

MR. TROY: -- for the next bar course. 

THE COURT: It'll use up your page quota. 

MR. TROY: No, but that's not our intent. 

So the schedule is fine. So long as we have separate 

briefs, that's fine as well. 

Your Honor, I also just want to mention that Mr. 

Pascuzzi is on the line and listening in, and just wanted to 

let him have an opportunity to say anything if he wanted to.

THE COURT: Mr. Pascuzzi, you --

MR. PASCUZZI: I --

THE COURT: -- bored with us? Separate brief for you? 

MR. PASCUZZI: Good -- yes, Your Honor. Good morning. 

Paul Pascuzzi, co-counsel with the Attorney General's office, 

for the California state agencies. 

I agree with what Mr. Troy said; we do need separate 

briefs. And I hear the Court saying that's fine. And again, 

we'll do our best to be efficient on the pages. 

THE COURT: Well, don't reinvent the wheel, that's 

all. Let's say Mr. Zumbro offered twenty-five pages; I'll say 

twenty-five pages from you and from Mr. Troy. 

And, Ms. Winthrop, I hope you don't need twenty-five 

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pages. Do you? But are you okay with it, too, everything? 

MS. WINTHROP: I would like an opportunity to 

separately brief, and I'm fine with twenty-five pages. 

THE COURT: Mr. Zumbro, I think --

MS. WINTHROP: Thank you, Your Honor.

THE COURT: -- given what we're talking about, unless 

there's someone else here that wants to be heard on this issue, 

this one I'd like you to draft an order, a scheduling order. I 

mean, we've been dealing with the post-petition and the makewholes, and the impair/not impair more informally. But this 

one's got too many moving parts, so can I ask you to circulate 

a stipulated order that -- again, I'll repeat it: November 1 

is the date that the debtor identifies which claims they 

believe --

UNIDENTIFIED SPEAKER: Can you speak up? 

THE COURT: -- should be estimated --

MR. ZUMBRO: Sorry, Your Honor; I think certain people 

are having a hard time. If you wouldn't mind --

THE COURT: Oh, I'm sorry. 

MR. ZUMBRO: -- putting the microphone --

THE COURT: November 1st you'll -- the debtor, through 

you, Mr. Zumbro, will designate which claims are -- you believe 

are estimatable (sic). And the two governmental agencies and 

the Adventist group all will, by the 15th of November, have 

briefs, twenty-five pages for each of the three, maximum, to 

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respond. And you will have a reply or call it -- from the 

debtor on the 5th, and I'll hear it on the 17th. 

MR. ZUMBRO: That sounds fine, sir. We'll --

THE COURT: And --

MR. ZUMBRO: We'll submit that. 

THE COURT: And everybody's committed not to reinvent 

the wheel. And just preserve your record, but do it with a 

footnote, one footnote. Okay? 

MR. ZUMBRO: Now I'm confused. Judge Donato said 

we're not allowed to use footnotes, but --

THE COURT: Well, he's on the nineteenth floor. 

MR. ZUMBRO: Thank you, sir.

THE COURT: He's Article III. 

All right, does anyone want to be heard on this issue? 

I mean, is there anyone in court or on the phone -- and pardon 

me for getting away from the microphone -- that wants to be 

heard on the 502(c) issue?

Okay, we're done on that. Mr. Stamer, back --

MR. PASCUZZI: Your Honor? Your Honor? 

THE COURT: Yes, sir. 

MR. PASCUZZI: Your Honor, this is Paul Pascuzzi. I 

think you may have just misspoke on the briefing that Mr. 

Zumbro heard (sic). He said November 1 for the designation of 

the claims, and then November 15 would be the creditor brief, 

December 5 would be the debtor response, and then December 12 

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the creditor reply, and the hearing on December 17th. I just 

want to make sure that's the schedule we are talking about. 

THE COURT: I think, when I repeated it --

MR. PASCUZZI: I think that's what he started --

THE COURT: -- when I repeated it, I was so intrigued 

by Mr. Karotkin agreeing he didn't have to do reply briefs, 

that I forgot that Mr. Zumbro wanted to -- wants --

MR. ZUMBRO: That's correct; December 12th. What Mr. 

Pascuzzi --

THE COURT: Or, well, the creditors wanted to do it. 

Actually, the --

MR. ZUMBRO: Correct.

THE COURT: -- the creditors. Okay. 

MR. PASCUZZI: Yeah. 

THE COURT: That's fine. And Mr. Zumbro will 

memorialize that in a stipulation.

MR. ZUMBRO: Yes.

THE COURT: Thank you, Mr. Pascuzzi. 

Okay --

MR. PASCUZZI: Thank you. 

THE COURT: -- Mr. Stamer. 

MR. STAMER: Good morning, Your Honor. For the 

record, Mike Stamer from Akin Gump, on behalf of the ad hoc 

committee. 

Your Honor, I stand to rise -- "I stand to rise". I 

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rise to address the specific issue that you raised with respect 

to briefing as it relates to post-petition interest and makewhole. I appreciate your comments with respect to trying to 

keep these proceedings civil, and I will do my best to abide by 

Your Honor's instructions. 

We believe that things have changed very dramatically; 

the landscape has changed. And whether you want me to proceed 

now or I can wait, we believe that we have all been presented 

with an opportunity to fast-track this company out of Chapter 

11 to a successful conclusion that pays tort claimants in full 

and abides by the deadline in AB 1054; possibly the only viable 

chance to do that. 

So, Your Honor, I realize I'm at the podium talking 

about briefing with respect to PPI and make-whole. We had a 

number of conversations with the company, regarding what the

schedule should look like. We had a very unpleasant -- we had 

a very unpleasant meet-and-confer on Monday, which, unless Your 

Honor wants me to, I will not go into detail.

THE COURT: I don't want to hear it. 

MR. STAMER: But --

THE COURT: I wasn't here. 

MR. STAMER: You weren't there for that. But, Your 

Honor, our intentions are true. Our intentions are to minimize 

delay and maximize the likelihood of a successful outcome here.

THE COURT: Mr. Stamer, I wasn't judging anybody. I'm 

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just saying I want to -- I want to keep the labels out of the 

briefing, like hedge funds, you know. 

MR. STAMER: I --

THE COURT: It's not necessary. 

MR. STAMER: I -- understood, Your Honor.

THE COURT: Okay.

MR. STAMER: So again, from our perspective the best 

way to handle these issues is to handle them in connection with 

the litigation over the TCC ad hoc committee plan, that under 

our plan we can address post-petition interest, we can address 

make-whole optional redemption, we can do it efficiently, we 

can do it surgically. There is significantly less at issue 

under our plan, with respect to those issues.

Your Honor, you'll recall we are reinstating the vast 

majority of the funded bond debt, and therefore only the stuff 

that is refinanced, and some other issues you'll hear about in 

a few minutes from other parties, the issue -- the amounts in 

dispute under our plan, with respect to post-petition interest, 

is much smaller. So I --

THE COURT: Well, there still is an -- it's still an 

amount; it's still --

MR. STAMER: It's --

THE COURT: -- some money. 

MR. STAMER: I think it's thirty-eight million 

dollars --

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THE COURT: Yeah.

MR. STAMER: -- as it relates to the bonds. 

THE COURT: No, I read that. 

MR. STAMER: Okay.

THE COURT: I read that. 

MR. STAMER: And, Your Honor, we think the most 

efficient way to do it and the most efficient way to get to --

the football metaphor -- the end zone, which is confirmation, 

satisfaction of AB 1054, is to allow our plan to go first. 

THE COURT: Well, that's a different issue, see. 

MR. STAMER: It --

THE COURT: To me --

MR. STAMER: Your Honor --

THE COURT: Okay? 

MR. STAMER: It is a different issue. And I don't 

mean to creep. I know that's the next thing on the agenda. 

THE COURT: I don't mind -- I don't mind taking it all 

together, but what I -- well, let me make sure you're clear. 

I'm not about to make this like consecutive sentences. I'm 

going to do it concurrent, for the time being. 

MR. STAMER: And there are different layers of 

concurrence.

THE COURT: Right. That's true. 

MR. STAMER: We think one of the advantages -- and 

this is maybe a threshold issue we should talk about. One of 

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the advantages of our plan -- which, Your Honor, you'll recall, 

we had a back-and-forth on September 24th and you had a backand-forth with Mr. Karotkin on this issue, at the status 

conference --

THE COURT: Right.

MR. STAMER: -- is our ability to take the burden off 

of Judge Donato by virtue of mooting the estimation. Those 

are --

THE COURT: I know, but --

MR. STAMER: -- the words we used. 

THE COURT: -- there's a whole group of lawyers on 

this side of the room that don't think the burden is gone; it's 

still there; it's just --

MR. STAMER: Your Honor, and --

THE COURT: -- a different label.

MR. STAMER: It's a --

THE COURT: It's called valuation, right?

MR. STAMER: Your Honor, you're exactly right. 

THE COURT: Right. 

MR. STAMER: It is clearly within your court 

jurisdiction. I don't think anyone would argue otherwise. And 

we believe what you need to find to confirm the TCC ad hoc plan 

is that it doesn't violate the absolute-priority rule. The 

settlement is reasonable and it doesn't violate the absolutepriority rule --

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THE COURT: But how about if it overpays your class? 

MR. STAMER: Your Honor, not our class. 

THE COURT: I mean --

MR. STAMER: You mean the TCCs? 

THE COURT: Yeah, the TCCs. 

MR. STAMER: That is the fundamental issue, as part of 

confirmation, you would have to resolve.

THE COURT: Right. Right, but it's still a fact 

question, right? In other words, you've got to -- you've got 

to get a number called estimation, either by Judge Donato or a 

mediated settlement, and let's assume the former, and he has a 

schedule and he's going to plug in that number, and that 

number's going to influence, really, some of these other issues 

dramatically. 

So, I mean, your plan is DOA if he puts a huge number 

on it. And --

MR. STAMER: Other way around. 

THE COURT: Well --

MR. STAMER: Other way around. 

THE COURT: -- I mean a huger number. 

MR. STAMER: No, no, Your Honor --

THE COURT: Yeah; I mean a --

MR. STAMER: -- as we talked about in connection with 

exclusivity, our plan is DOA; we'd have to amend it if in fact 

the number is very small. 

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THE COURT: No, I know that. 

MR. STAMER: So if the number is --

THE COURT: But what if it's very large?

MR. STAMER: If it's very large, we are relying upon 

our partners, the TCC and the members of the TCC and the people 

that they work with, to carry the class. I believe counsel for 

the TCC, at the exclusivity hearing, said, we are confident 

that we will carry the class, the fiduciary for the tort 

claimants. 

THE COURT: But --

MR. STAMER: So, big number. 

THE COURT: -- Mr. Stamer, if the --

MR. STAMER: Sure.

THE COURT: -- if the ultimate determination is 

insolvency, then we're all starting --

MR. STAMER: Your Honor, it's a --

THE COURT: -- all over again, aren't we? 

MR. STAMER: -- it's a great question. So if in fact 

they can't carry the class, then you're right; we start --

there's an insolvent -- potentially an insolvent company; we 

have post-petition interest that's not as big -- not really an 

issue. We can talk about that separately. 

THE COURT: Right. 

MR. STAMER: But the point is, Your Honor, under our 

joint plan, if the claim number -- again, what we're giving to 

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the nonsettling public entities and the nonsubros -- is 

thirteen-and-a-half billion dollars, for everybody. So if the 

finding of Your Honor in connection with confirmation, whether 

you want to do that in advance of a mediation or Judge 

Donato -- which we believe you can do and can do it very 

efficiently. If the finding is 13.5, 13.6, 20, 40, 100, and 

the settlement sticks, which we believe it will stick, then our 

plan is confirmable. 

So the virtue of the TCC plan, Your Honor, is we have 

an agreement to satisfy the tort claimants in an amount that 

they have all agreed to, including the PI -- the PE, the public 

entities, and including the subros. We're giving them the 

eleven --

THE COURT: No --

MR. STAMER: -- billion dollars. 

THE COURT: No, I know you are. I know. 

MR. STAMER: So the virtue of our plan is the only way 

we're vulnerable to having it not confirmable is if the number 

is significantly less than 25.5. 

THE COURT: Okay. 

MR. STAMER: And I will leave it to my colleagues on 

the TCC to talk to you; they have, to some degree. I believe 

they may have some information about the preliminary proofs-ofclaim numbers. 

Your Honor, we are -- the TCC is very confident that 

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they're going to do -- that the number's going to be far in 

excess of twenty-five-and-a-half billion dollars. That's the 

fundamental assumption of our settlement, that they are willing 

to settle, all in, for 25.5, regardless of where the number --

where the number comes out. 

THE COURT: Well, but more specifically it's the TCC 

for the 14.5 --

MR. STAMER: It's the TCC --

THE COURT: -- that are --

MR. STAMER: -- for the 13.5. 

THE COURT: 13 -- the 13.5. 

MR. STAMER: You're right, but everybody else has 

agreed, Your Honor. 

THE COURT: No, I know. I know that. 

MR. STAMER: And we'll get to the subrogation stuff in 

a --

THE COURT: But let's --

MR. STAMER: Sure. 

THE COURT: -- let's go back to timing. In other 

words, I -- you say that your plan is easier because a portion 

of the estimation is out, but not all of it. And it doesn't 

seem to me that you could ever have -- you could ever be 

finished -- it can ever be confirmed until you got that final 

number; right? 

MR. STAMER: Your Honor, we filed the statement --

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THE COURT: Yes.

MR. STAMER: -- and attached to the statement is a 

picture. I actually --

THE COURT: No, I saw it. 

MR. STAMER: I'm a picture guy. 

THE COURT: I looked at it. 

MR. STAMER: And the -- we actually plugged in here 

what we thought the company's schedule was going to be, on a 

side-by-side. They actually were more aggressive. So they 

actually pulled back what we thought they were going to be, by 

about a month. So there's -- regardless of which way we go, 

it's -- they leave no margin for error in the schedule they've 

proposed. 

If you look at our schedule, Your Honor, we believe we 

can get to confirmation in advance of the beginning of the 

estimation trial. So we litigate core confirmation issues, we 

litigate whatever allowance of claim entitlements, make-whole, 

PPI, and Your Honor litigates fair-and-equitable --

THE COURT: But it's not -- it's --

MR. STAMER: -- best interest. 

THE COURT: But it's not really litigated. It's legal 

argument, isn't it? 

MR. STAMER: It's not, Your Honor.

THE COURT: Is it a legal question? In other words, 

we take your plan as it's presently stated --

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MR. STAMER: Yep. 

THE COURT: -- the recent one, and we take the 

debtors' plan, and we then test the various legal tests of 

1129 --

MR. STAMER: Correct. 

THE COURT: -- and the other things, and some are 

legal, some are factual. So we --

MR. STAMER: Absolutely correct.

THE COURT: Okay. So, I mean, that's why your time 

line seems to be distorted in the sense that there's too much 

that you have to wait to get done -- for you to have a lot of 

things all done. But many of the debtors' same things can move 

earlier, too, which is what we just talked about.

MR. STAMER: Actually, fundamentally I agree with 

everything Your Honor has said but one thing. 

THE COURT: Okay.

MR. STAMER: And we appreciate the efforts by the 

Court to streamline confirmation and try to pull things out and 

resolve them earlier rather than later. We don't think that's 

necessary as it relates to our plan, because of the speed at 

which we can get to confirmation.

The biggest difference between our plans, setting 

aside post-petition interest, make-whole, all of that stuff --

the biggest difference is they are required to estimate; they 

have to. Unequivocally, they need to get Judge Donato to say 

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that there is less than 6.9 billion dollars of tort claims, or 

their financing disappears. 

There's an 8.4 number --

THE COURT: Well -- but maybe it doesn't disappear. 

Maybe --

MR. STAMER: I'm glad you brought that up, Your Honor. 

I --

THE COURT: Okay. 

MR. STAMER: We actually refer to that as the strokeof-the-pen argument. Okay. Stroke of the pen. Right? So the 

debtors are of the view that, if we get a different view from 

Judge Donato with a stroke of a pen, what we will do is we will 

just raise more money. 

So here's one of the fundamental problems: the world 

doesn't work that way. That's number one. Number two, the 

bulk of their money is coming from equity holders. Setting 

aside the thirty-plus --

THE COURT: I know. 

MR. STAMER: -- billion dollars of bridge loan --

THE COURT: Yes; I understand. 

MR. STAMER: -- it comes from equity holders. 

THE COURT: I know that. 

MR. STAMER: And why are they putting that money up? 

They think it's an attractive --

THE COURT: Well, I think I figured out --

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MR. STAMER: -- investment. 

THE COURT: -- a long time ago why both sides would 

like to get control of the company. So I got it. Okay? 

MR. STAMER: I -- understood, but it's specifically 

this issue: So they're putting money up, they think it's a 

good investment, but it relies upon Judge -- Your Honor saying 

we're entitled to very little post-petition interest and no 

make-whole. And they rely upon squishing down the tort claims. 

All right? If they --

THE COURT: Well, wait a minute, now you're sounding 

like one of the tort-claimant lawyers. They're not squishing 

down. They're going to go through a consensual resolution or a 

judicial one, and they will get -- if it's the latter, the 

judicial process will give them a number. Now, that might be 

squishing --

MR. STAMER: I --

THE COURT: -- as a --

MR. STAMER: I apologize for the shorthand, Your 

Honor. 

THE COURT: It's okay. 

MR. STAMER: I --

THE COURT: I'm not taking it personally. 

MR. STAMER: They're a very passionate group and it 

tends to rub off a little bit.

THE COURT: But, Mr. Stamer, you would have me believe 

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that Mr. Karotkin and Mr. Bennett and all of them are going to 

fold their tent if Judge Donato raises the number by fifty 

cents. I mean, what if it's ten million? What if it's --

billion. What if it's eleven billion? 

MR. STAMER: That's -- Your Honor --

THE COURT: What if it's twelve billion? 

MR. STAMER: -- that's the gray area. But --

THE COURT: That's right.

MR. STAMER: -- again, to put things in perspective;

the value of the equity of PG&E on the market right now, as of 

the close of business yesterday, was 4.3 billion dollars. 

THE COURT: Okay.

MR. STAMER: Right? 4.3 billion --

THE COURT: I don't know, but I'll take your word for 

it. 

MR. STAMER: I just asked one of my clients and they 

looked it up on the computer -- on their phone, actually. 

So the difference between the 6.9, which is what their 

financing relies upon, and our 13.5 is a lot bigger than that. 

So they lose their incentive to fund this plan on an equity 

basis, if in fact the equity value disappears. So --

THE COURT: Well, of course. I understand that. But 

therefore, what? I mean -- and I'm not sure --

MR. STAMER: Stroke of the --

THE COURT: -- what you want me to do.

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MR. STAMER: No, no, no. I just want to make sure --

I wanted to address the stroke-of-the-pen argument, the fact 

that, if things don't go well with Donato from the -- with 

Judge Donato, from the perspective of the debtors and equity, 

that with a stroke of the pen they're going to write another 

check. It's not going to happen. There may be other people 

out there that are willing to put money in, but the equity does 

not have an incentive to write a big check at an attractive 

value to protect their equity investment.

THE COURT: But that -- but again, you're stating the 

obvious. And so let's pretend the hypothetical --

MR. STAMER: Sure.

THE COURT: -- that Judge Donato has just announced, 

that I find the estimated claims are twelve billion dollars. 

And so Mr. Karotkin's plan at the moment isn't doable, but with 

a stroke of the pen he says, we can make it twelve million. 

You might say that doesn't happen that way in the real world, 

and I would agree with you. But that's why you schedule a 

hearing on feasibility. Prove your feasibility and show 

whatever legal infirmities, if any, may exist on your plan.

And if, you know what, as you have predicted -- or 

maybe it was Mr. Bennett that predicted, before, for your side; 

if the numbers get you high and somebody drops out, the 

question, which goes back to my philosophy about changing my 

view and allowing competing plans, is so we have somebody --

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still one man standing, you know? 

MR. STAMER: Your Honor, and I'm --

THE COURT: Okay? 

MR. STAMER: We're not -- just so we're clear; nothing 

that we're saying would stop the debtors from pursuing their 

plan. And if Judge Donato comes up somewhere between 6.9 and 

13.5, then there'll be a scramble. Right? 

THE COURT: Right. 

MR. STAMER: We'll scramble to move down; they'll 

scramble to move up. But under their plan, they've got to do 

it in six days. Under their schedule, their side-by-side, 

Judge Donato issues his decision without any time for posttrial briefing or anything else, and then six days later --

THE COURT: Well, what are you looking at here for the 

six days later? 

MR. STAMER: It's actually the attachment to --

THE COURT: Yeah, I'm looking at it. The -- your 

chart, right? 

MR. STAMER: It's not our chart. It's actually their 

chart. It's attached to Mr. Karotkin's latest pleading. 

THE COURT: All right.

MR. STAMER: So if you look at -- it's one of the 

schedules. 

Does anyone have an extra copy? 

THE COURT: Well, I had everything up here, but I 

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don't --

MR. STAMER: Your Honor, may I approach? I'll give it 

to you handy. 

THE COURT: Yes, of course. Yeah. Sure. 

Oh, yeah; no, I have -- I'm sorry, I just -- I had 

it -- I had it on the next page. There it is. Okay, go ahead. 

MR. STAMER: Okay. So --

THE COURT: Yeah, all right, so there it is, but --

MR. STAMER: So --

THE COURT: But I don't -- who agreed -- I didn't 

agree to this schedule.

MR. STAMER: I -- Your Honor, what I'm -- look, you 

didn't agree to the schedule. I'm just trying to -- I'm trying 

to explain the difference of the two plans, the risk associated 

with what the debtors' schedule -- as they have proposed, and 

how we address the stroke-of-the-pen argument, and that is, 

under their schedule the -- February 18th, Judge Donato starts 

the estimation trial. Two weeks later, under their time line, 

although Judge Donato said two to three weeks, he issues a 

decision. So that doesn't give him any time to write a 

decision or for post-trial briefing. And then on the 10th of 

March, six days later, that's when we need to file amended 

plans and disclosure statements. 

So if -- this is quite a needle that they'd need to 

thread. Judge Donato needs to be somewhere in between the 6.9 

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and the 13.5 and then, with a stroke of the pen, they need to 

find enough money to fill the gap. And, Your Honor, my only 

point is, if this breaks down -- if this schedule breaks down, 

we blow up. We --

THE COURT: Well --

MR. STAMER: We don't satisfy --

THE COURT: Wait a minute, wait a minute --

MR. STAMER: -- AB 1054. 

THE COURT: -- wait a minute. 

MR. STAMER: Sure.

THE COURT: If -- why don't we refine that a little 

bit and say, if Mr. Karotkin and his client's schedule breaks 

down, do we still have a confirmable plan from you? The answer 

is yes. 

MR. STAMER: Absolutely. 

THE COURT: That's right. So what's the problem? 

Why -- it's just a question of making sure we do it efficiently 

by having the legal issues ahead of time, which is what we've 

been talking about. And there will be some evidence and facts 

that you have to put on to prove on your schedule -- and 

that's -- where did your chart'd go? I had it here a minute 

ago. 

I mean, I guess what I'm missing, Mr. Stamer, is --

MR. STAMER: Sure.

THE COURT: -- your point. Your point is their plan 

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may not make it. Okay. I agree, it may not make it. If you 

think your plan will make it, then all you have to do is figure 

out and convince me to make sure it can happen. But what I 

don't want to do is have essentially a confirmation hearing for 

your side and just put it on the backburner for three months if 

we have to wait for the estimation, because, again, you haven't 

told me when we're going to have a valuation to see whether 

your plan does in fact satisfy the absolute-priority rule, 

because it might either overpay a class to the detriment of the 

equity class; right? 

MR. STAMER: Your Honor, if you go back to this 

schedule, the exhibit of our statement, which is the top and 

bottom --

THE COURT: Yeah? 

MR. STAMER: -- and this is not a clear depiction of 

the company, because, again, they've moved everything up by 

about a month -- our proposed start of confirmation is January 

21st. January 21st. Estimation is supposed to start three 

weeks later, give or take; actually, almost four weeks later. 

So when the litigation -- the trial over 1129(a) and 

(b) would occur -- it would start, under our schedule, January 

21st. 

THE COURT: So what -- okay, it's January 21st. 

MR. STAMER: Yeah.

THE COURT: What are we going to do at the 

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confirmation hearing? We can't --

MR. STAMER: We're going to do --

THE COURT: We can't count votes. Right? We can't --

well, again -- well, okay, so what -- you tell me. 

MR. STAMER: Well, let's take it one at a time. 

THE COURT: What --

MR. STAMER: So with respect --

THE COURT: What do you present? 

MR. STAMER: With respect to voting, in connection 

with approval of the disclosure statement, we're going to have 

to do something with respect to how the tort claimants will 

vote. We can -- this has happened before -- in advance of 

identification of everybody's individual claim. 

THE COURT: Yeah.

MR. STAMER: That's what we do. 

THE COURT: I know. 

MR. STAMER: On January 21st we would start with a 

full presentation of the fact that our plan satisfies all of 

the elements of 1129(a) and (b).

THE COURT: But what specifically -- what is the 

evidence that you'll put on? 

MR. STAMER: The evidence is -- we would have to put 

on some type of a truncated case, which would be led by the 

TCC, with --

THE COURT: Feasibility, right?

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MR. STAMER: Feasibility, absolute-priority rule --

THE COURT: Right. 

MR. STAMER: -- which is -- there'd have to be some 

type of quantification in a truncated manner --

THE COURT: But what if the opponents say that your 

plan violates the absolute-priority rule by overpaying a class? 

That's a fact question, right? 

MR. STAMER: It -- that's exactly right. 

THE COURT: Right, and we're going to have a trial on 

that subject. 

MR. STAMER: Correct. 

THE COURT: And so don't you then -- isn't that the 

equivalent of estimation? It's just estimating a different 

number. 

MR. STAMER: Our view is it is much less involved, 

much --

THE COURT: Well, I agree. 

MR. STAMER: -- much less comprehensive, because what 

the debtors need to do to confirm their plan is estimate the 

claims to establish a cap. They're going to do a bottoms 

(sic)-up analysis, if estimation goes forward, which will be 

incredibly complex and --

THE COURT: No, I know. I --

MR. STAMER: -- time-consuming and expensive.

THE COURT: I read the transcript of yesterday's 

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hearing. I know it's complex. 

MR. STAMER: As we discussed on September 24th, we 

believe that this can be done by the bankruptcy court, as part 

of the bankruptcy court's core jurisdiction. It is a -- it is 

both a fact component and an expert component. And, Your 

Honor, the good news is there's a tremendous amount of work 

being done in connection with estimation, that all the parties 

can benefit from. There's discovery. There's identification 

of expert witnesses. We don't need as comprehensive a trial as 

Judge Donato is going to require on this issue, because it's a 

much narrower issue. But --

THE COURT: No, I agree, but it --

MR. STAMER: But the prize, as Your Honor knows -- and 

again, I apologize if I'm getting a little worked up. The 

prize is to give this company and its creditors a viable shot 

of emerging or confirming -- satisfying the deadline of AB 

1054. 

THE COURT: No, I know that. 

MR. STAMER: And if we succeed, Your Honor, if our 

plan is confirmable like we are certain that it is, then Judge 

Donato is free to take on his very substantial other docket and 

we don't further him (sic) -- we don't burden him further. And 

if we're wrong, if Your Honor, based upon what you hear from 

the TCC and from the debtors, say (sic), I'm not comfortable --

THE COURT: Well, wait, let me -- time out. Suppose I 

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went exactly with your time line and we got to the point where, 

okay, it's January 21st and whatever time it takes to do 

that -- and I listen to the issues and I'm prepared to say, 

well, I'm prepared to confirm this plan when the other plan has 

either failed or -- the vote, or it has not failed, and then I 

have to make a choice. Isn't that what would happen anyway?

MR. STAMER: Well, Your Honor, our view is -- our 

proposed schedule is no. If you have a confirmed plan, if you 

have found that our settlement -- our plan is fair and 

equitable, it doesn't overpay the torts --

THE COURT: Yeah? And I have to confirm it then? I 

just tell the --

MR. STAMER: Well, you --

THE COURT: -- other ones, "No luck"? 

MR. STAMER: Well, we can talk about --

THE COURT: But I don't think that's what the --

MR. STAMER: -- what you have to do -- you're the 

judge. 

THE COURT: I --

MR. STAMER: You don't have to do --

THE COURT: No, no. I have to do what the Code says. 

And I don't think the Code says that you can -- you dump a 

debtor's plan because some other plan could be confirmed --

MR. STAMER: Let me address that. And the way I'd 

address it is, if you find that our settlement is reasonable 

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and our plan is fair and equitable to the tort claimants, so 

the claims are in excess of 25.5, the debtors' plan, as 

sponsored by equity, is DOA; it's because they don't have the 

financing; it's a condition precedent to confirmation. 

THE COURT: But, Mr. Stamer, that, again, is the --

that's -- you're asking me to say your plan is confirmable, 

therefore the debtor doesn't even get to show how its plan's 

confirmable. 

MR. STAMER: Your Honor, if --

THE COURT: And I guess I don't know how I am allowed 

to do that.

MR. STAMER: Well, Your Honor, if you -- and again, 

I -- if Your Honor wants to allow us to go forward and then you 

can hold in reserve confirmation pending --

THE COURT: Well, that's what I said a minute ago. 

That's what I said. 

MR. STAMER: Yeah, that --

THE COURT: I don't know why that -- I don't know why 

that's efficient. But look, if the debtor --

MR. STAMER: The --

THE COURT: -- stands up and says, "We throw in the 

towel. We don't have a plan to promote," then if you've got 

your plan ready to be confirmed or ready to be confirmed on a 

schedule, then you're fine. But if the debtor's still in the 

game, I don't believe at this point that the law says, well, 

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sorry, Debtor, your plan doesn't even get tested, because you 

got this other plan. 

MR. STAMER: Your Honor, look, I think everyone will 

agree this is a case potentially unlike any other. 

THE COURT: We've all agreed. We ought to give it a 

number. 

MR. STAMER: Deadline -- right. Well, that 

argument -- number 1. That'll be number 1. 

THE COURT: Number 1. 

MR. STAMER: Okay. The efficiency with our 

approach -- and again, Your Honor, I don't know if you'll agree 

or not -- is, if we get to confirmation, you render unnecessary 

everything else. And it's not a question of trying to 

disadvantage the debtor. What it is is -- as a prerequisite --

THE COURT: Of course it is. 

MR. STAMER: As a --

THE COURT: You're not in this for charity either. 

MR. STAMER: As a -- fair enough. As a prerequisite 

to you confirming our plan, Judge, fair and equitable, Your 

Honor, you need to find that we don't violate the absolutepriority rule.

THE COURT: I got that but, look, the -- we're having 

a debate that I'd rather defer for a little while. But the way 

I see it is, if you have the -- and I took your lead and TCC's 

strong opinion to do what was a change of position, by 

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obviously my prior ruling. So I said, okay, we're going to 

have two plans. But implicit in that, in my mind, among other 

things, was to make sure one of them would make it to the 

finish line.

So you're saying, okay, mine's going to finish first. 

The other side, by the way, hasn't spoken to the issue yet. 

I'm sure they have a different take on your time line. But 

either -- doesn't matter. I don't think the Code says that, 

okay, because I gave you preference, if you will, that, once 

you convince me it's confirmed, I just confirm it and we're 

done and everybody goes home. It means, no, I give the debtor 

an opportunity, under this record, to put on its plan and, if 

the debtor has a confirmable plan, then I let the voters vote 

and, if they vote for both plans, I have to make the choice. 

If they vote for one and not the other, they've made the 

choice. Isn't that the law?

MR. STAMER: Again, argument number 1: this is a case 

like no other. 

THE COURT: Right.

MR. STAMER: The goal has to be to do whatever is 

necessary to minimize risk and maximize the likelihood we 

satisfy the time requirements of --

THE COURT: Correct. 

MR. STAMER: -- 1129. 

THE COURT: Correct. 

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MR. STAMER: If -- Your Honor, we'd be open to talking 

to Your Honor, to the company, about some kind of a hybrid 

approach. If Your Honor is focused on Judge Donato making the 

estimation proceeding, we can front-end every --

THE COURT: Listen, my number-one "A" goal is to put 

Judge Donato out of business by taking it out of his hands. 

But at the moment I haven't got the solution yet. I'm working 

on it. 

Let's go back to the immediate -- let's talk --

MR. STAMER: Fair enough. 

THE COURT: -- about the schedule -- the -- I'm not 

saying I won't consider your sequence, but I'm --

MR. STAMER: Okay.

THE COURT: -- simply not going to put the debtors' 

plan on the backburner and take yours all the way through to 

confirmation. So let's go back to the briefing schedule. 

MR. STAMER: Okay. 

THE COURT: Do you have a problem with --

MR. STAMER: We have --

THE COURT: -- what Mr. Karotkin and I --

MR. STAMER: We have two problems.

THE COURT: Okay.

MR. STAMER: The first is, we don't want one brief on 

our side. So there are -- you're going to hear from new 

participants in this process. There is an ad hoc trade 

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committee who is going to assert that they have an entitlement 

to, I believe, statutory -- California statutory interest. I 

won't speak for them. I believe there's an unsecured-bank-debt 

group that has issues with respect to their interest rates. We 

have the official committee, the indenture trustee. We have 

us. Under our plan, these are very significant issues. Under 

the debtors' plan, they're north of six billion dollars. 

So what we -- two things, Your Honor. We think there 

could be a little more slack in the schedule so that it would 

be pushed back by a couple of weeks if in fact Your Honor wants 

to do it as part of -- as separate and apart from confirmation. 

And at the very least, the January 6th date, at the end of the 

make-whole -- we have people that are not available, so we'd 

need to -- at the very least, we'd need to roll that date. 

THE COURT: Well, but let's stick with what --

MR. STAMER: Sure.

THE COURT: -- what Mr. Karotkin called the postpetition interest. So you're telling me there's some other --

I mean, I just don't have the ability to have half a dozen 

different groups with separate briefing and then put them all 

in one great big bundle. I'll do it if we have to, and I'll 

stretch it out if we have to, but can't we just start with an 

alternative to the post-petition -- the point was opening 

briefs. 

MR. STAMER: I think we're fine with that, that 

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everyone -- simultaneous briefing is fine with us. 

THE COURT: Right. 

MR. STAMER: But what --

THE COURT: But what I'm getting at is --

MR. STAMER: Yeah.

THE COURT: -- do you -- let's focus -- you. 

MR. STAMER: Yeah.

THE COURT: And you're only here representing your 

group. 

MR. STAMER: Yep.

THE COURT: You can brief your view of the world on 

the post-petition-interest thing. You're entitled to postpetition interest under your plan and presumably under their 

plan; right? 

MR. STAMER: We'd have to do both, I believe.

THE COURT: That's right.

MR. STAMER: Right.

THE COURT: That's right. And are you telling me that 

four different creditor groups want to have separate briefing 

on that? I guess I need to hear from them today, but I don't 

know why they can't --

MR. STAMER: You'll hear from the indenture trustee 

and --

THE COURT: Yeah. 

MR. STAMER: -- you'll hear from the official 

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creditors' committee. 

THE COURT: Yeah. Okay.

MR. STAMER: So leaving aside the two additional ad 

hoc groups that have surfaced, that would be our preference 

that we don't just collaborate on one brief that we -- and we 

can talk about appropriate page limits and all that, but we 

would rather not do it with one consolidated brief. 

THE COURT: Okay. But are you -- do you have a 

problem with the timetable for that one? 

MR. STAMER: Again, what we'd like to do is kind of 

roll the entire schedule to the extent -- to the extent we can. 

So the arguments would be later in January or the --

THE COURT: Well, wait; for the post-petition, now 

we've got November 8, November 22nd, and December --

MR. STAMER: December 11th.

THE COURT: -- 11. December 11. So you're proposing 

moving that out -- 

MR. STAMER: Exactly.

THE COURT: -- to a later -- to how far? 

MR. STAMER: We'd ask for a month. 

THE COURT: And why? I guess my question is, for 

somebody that wants to move the plan faster, why do you want to 

slow down this process? 

MR. STAMER: Your Honor -- I'm sorry. So to the 

extent we're talking about operating under our construct, so 

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getting a head start on the issues in our plan upfront, then I 

think the only thing we probably need to move is the January 6 

date --

THE COURT: Okay. 

MR. STAMER: -- because people aren't available.

THE COURT: I can accommodate that. 

MR. STAMER: Okay.

THE COURT: But January 6th is not a post-petitioninterest date. 

MR. STAMER: No, I'm sorry; that's the separate --

THE COURT: Okay. So --

MR. STAMER: That's make-whole. That's --

THE COURT: So let's --

MR. STAMER: -- redemption premium.

THE COURT: Just for a minute --

MR. STAMER: Okay.

THE COURT: You, speaking for your client, have a 

problem with November 8th, November 22nd, December 11, on 

post -- on the post-petition interest and related question? 

MR. STAMER: Your Honor, we would like -- we would 

like to push that for a limited period of time, to give 

everybody -- whether it's a week, two weeks, three weeks, 

whatever --

THE COURT: Give me some specifics and I'll see if it 

works. I mean, I've got a calendar. I don't have a huge trial 

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crushed with other matters, but I still have to do certain 

things. So tell me what you think will work. 

MR. STAMER: Why don't we move everything two weeks. 

THE COURT: And can you tell me --

MR. KAROTKIN: Your Honor, it was already moved two 

weeks by their delay.

THE COURT: Yeah.

MR. KAROTKIN: I mean, this is ridiculous.

THE COURT: But why is this necessary, Mr. Stamer? 

These are just legal arguments. I mean, is this something --

somebody has pressing personal commitments or --

MR. STAMER: I -- again, they're important issues; we 

just want to make sure that we have appropriate -- and we've 

got a number of people involved in the process.

THE COURT: Today's October 23rd. The first brief 

would be due in two weeks. 

MR. STAMER: I understand, Your Honor. I understand, 

Your Honor. If there's flex in the schedule --

THE COURT: See, I'm having a little bit of a problem 

saying we got this time, we want to go quick, quick, quick, 

but, by the way, slow down the briefing here. 

I'll tell you what. 

MR. STAMER: Sure.

THE COURT: Mr. Stamer, for post-petition interest, 

I'm going to stick at least tentatively with the dates Mr. 

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Karotkin suggested. I'll wait and hear from other parties that 

want to be heard. 

Now, on the make-whole and on the 

impaired/unimpaired -- I got to keep my dates straight here. 

Yeah. We've got -- I'm sorry, I got my dates mixed up. Yeah, 

we got the November 21st, December 13, January 6. January 6 is 

not convenient; we'll make it another January date. But what 

is your pitch for changing the opening and reply-brief dates 

for the November 21 and December 13 date? 

MR. STAMER: Your Honor, I had very little success 

asking to move the original dates, so all I would ask at this 

point is to move the January 6 date to the following week. 

THE COURT: Mr. --

MR. STAMER: I understand the need for efficiency, and 

our hope is we can move this process along very quickly. My 

only point was, if we're doing it as a dual track where we're 

not targeting a January 18th confirmation hearing or initial 

confirmation hearing, then there's more slack in the --

THE COURT: I'm not saying --

MR. STAMER: -- in the schedule. 

THE COURT: -- that we aren't. I haven't --

MR. STAMER: Oh. Okay.

THE COURT: -- heard from the other side on that. I 

mean, I realize, as I said at the start of the hearing, that, 

having read the briefs from yesterday that came in and got 

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(sic) from you yesterday, I realized that even my own thinking 

of some of these dates may have changed. And I -- this is 

very, very fresh --

MR. STAMER: I --

THE COURT: -- for me to even process. 

MR. STAMER: -- completely understand. 

THE COURT: So what is -- what date in January is more 

convenient for you for argument? And again, is it personal or 

is it someone other -- again, I don't need to know anybody's 

personal schedule. I just want to know when is the --

MR. STAMER: If we can do it the -- if we can do it 

the following week. 

THE COURT: Mr. --

MR. STAMER: Any day the following week is --

UNIDENTIFIED SPEAKER: We can do it on the 14th. 

THE COURT: Huh? 

MR. STAMER: -- probably fine. 

UNIDENTIFIED SPEAKER: January 14. 

THE COURT: 14th. 

MR. STAMER: January 14. Okay. 

THE COURT: Okay, let's do this, then, because I want 

to let other people speak: So I'm going to -- I'm going to 

make one change to the dates that I scheduled with Mr. 

Karotkin, and that's to move that January date from the 6th to 

the 14th. And I guess what somebody needs to tell me about is 

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whether we do separate briefs. But I need to hear from people 

on that. I can't keep track of them all. So -- I mean, I 

managed to do it. We did it on the 502(c); we do separate 

briefs. We're doing it. 

MR. STAMER: Okay. Thank you, Judge. 

THE COURT: All right. So who wishes to be heard on 

that? Mr. -- for the creditors' committee. 

MR. BRAY: Good morning, Your Honor. Gregory --

THE COURT: Yes, Mr. --

MR. BRAY: -- Bray, Milbank LLP --

THE COURT: Right. 

MR. BRAY: -- counsel for the committee.

THE COURT: Right. Mr. Bray. 

MR. BRAY: On the dates, my comments are in the 

context of the question you've asked on the other issue of fast 

track. I will note the committee favors fast-tracking as much 

as we possibly can in this case. 

THE COURT: Okay. 

MR. BRAY: We have expressed our concern several times 

to the Court. 

THE COURT: So you like those days we just heard? 

MR. BRAY: Well, we'll get to those. Yes. I'm not 

disagreeing with the dates. But as a general matter, as many 

confirmation issues as we can fast-track, the better. If we 

could fast-track a confirmation --

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THE COURT: Are there some other ones --

MR. BRAY: -- or both --

THE COURT: -- you can think of that, no, you 

haven't --

MR. BRAY: We're going to give that more thought. 

Obviously, Mr. Stamer, the bondholders, and the TCC have made a 

proposal to you about fast-tracking confirmation. We find it 

intriguing. I understand that there are --

THE COURT: I'm not opposed to it. 

MR. BRAY: -- issues with it. I --

THE COURT: I just have to --

MR. BRAY: I understand.

THE COURT: -- absorb it. 

MR. BRAY: And I am qualifying what I'm about to say, 

by that. What I'm about to say is what I said in my letter to 

you in response to Mr. Karotkin's letter, which is, we did 

have -- we have discussed the dates Mr. Karotkin laid out. 

There's no -- we're not going to deny that. What's changed 

since then is that we have been contacted by a number of 

parties who have large unsecured claims, advising us they wish 

to participate in the process. And as a fiduciary for the 

unsecured creditors, at least the non-wildfire victims, we felt 

it incumbent to advise the Court of that and to try to arrange 

a briefing schedule that will accommodate the interest of the 

various parties. 

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The two issues you've mentioned -- PPI and the 

redemption -- they're significant issues. And they may not be 

squarely issues of first impression, but we think that 

Cardelucci -- and I'm not asking you to respond -- does not 

squarely address the issues. There are issues that go well 

beyond that. And the make-whole issue is -- while not novel in 

the Ninth Circuit, these particular facts, there's a lot of 

briefing to be done. And there's significant dollar issues 

involved. And as I said, a number of significant creditors 

have advised us they want to be heard and participate --

THE COURT: Okay. 

MR. BRAY: -- on this --

THE COURT: I'm not --

MR. BRAY: Yeah. Yeah. 

THE COURT: -- saying no. 

MR. BRAY: Yeah. -- as they would in confirmation. 

So having said that --

THE COURT: Well, I mean, again, every -- I'll keep 

repeating it. To me, we are dealing with confirmation right 

now. We're breaking it into little pieces. 

MR. BRAY: And that's exactly why I think people are 

saying they want to be heard --

THE COURT: Okay.

MR. BRAY: -- as they would --

THE COURT: That's fine.

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MR. BRAY: -- at confirmation. We're going to treat 

it in that fashion as well, Your Honor. 

Having said that, we do intend to submit briefs on 

both issues. The PPI issue, the post-petition-interest issue, 

squarely affects our constituency, so we will be active in that 

briefing.

THE COURT: No, that's fine. I --

MR. BRAY: Yeah. 

THE COURT: But tell me what you have --

MR. BRAY: The --

THE COURT: -- position on the timing. 

MR. BRAY: I -- we're fine, as the committee, with the 

dates you've raised. I'm not going to speak for others, 

because some creditors have just been made aware of what's 

happening and they may need more time. We've been aware of the 

issues for a while. But no notice went out to creditors, other 

than what happened in the courtroom. So I think you're going 

to hear from some people they were sort of caught off guard by 

this. That's why we pulled back from the negotiations, to give 

them a chance to be heard. I know I'm being repetitive on 

this, but that was important to us.

Having said that, and after you've heard from them and 

weighed the various issues, we're fine proceeding on the time 

line that you've outlined as modified through your various 

discussions here. We do think that separate briefs are 

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probably required. I know you don't want to read the same 

brief ten times, and the parties will have to try to manage 

that, but I suspect that there will be parties that will take 

divergent or separate interests here and they will want to 

brief those issues. 

THE COURT: Okay.

MR. BRAY: And I think that's the main point I want to 

make. And where we probably part company with the debtor is we 

do believe that separate briefing, for the issues -- and then 

multiple briefs, too, on each issue, in other words, multiple 

parties will want to submit on the issues -- that's the 

important issue for us, Your Honor.

THE COURT: Okay. All right, so, Mr. Julian, let's 

hear from --

Or, Ms. Dumas, do you want to speak to these issues 

specifically? Because I'm seeing -- the other attorneys want 

to be heard. So -- I don't know whether you do or don't, on 

the schedule. 

MS. DUMAS: Your Honor, the TCC believes that these --

Cecily Dumas, Baker Hostetler, appearing on behalf of the 

official committee of tort claimants. 

These, as Mr. Bray said, are extremely important 

issues in the case, issues of --

THE COURT: They don't quite affect your clients 

specifically, though, right?

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MS. DUMAS: They don't affect us --

THE COURT: Yeah. 

MS. DUMAS: -- specifically, which is why we're 

monitoring. We're going to stand down on arguments about 

briefing. We'll accommodate other parties. But we do believe 

that they are threshold issues that should be addressed by the 

Court sooner rather than later. 

THE COURT: But the invitation's still to you and 

your --

MS. DUMAS: Absolutely.

THE COURT: -- colleagues, too, to make sure, if there 

are other confirmation issues that can be ticked off and dealt 

with earlier -- I realize that there are some issues doing 

that, but I think it -- something I'm trying to do. You don't 

have to do it today but, I mean, if it's something that --

something we should remember to get addressed, let's do it no 

matter which time line we're on here. 

MS. DUMAS: Yeah; thank you, sir. 

THE COURT: Okay? 

MS. DUMAS: That's -- we appreciate that suggestion 

this morning, and we're taking it to heart. Nothing is on our 

minds today, but we'll bring it back to Your Honor. 

THE COURT: Okay. 

All right, so I have a number of counsel standing. 

Let's get appearances. And tell me -- again, I've read --

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trying to keep track of everybody, but give me your name. 

MR. D. FELDMAN: Good morning, Your Honor. David 

Feldman, Gibson Dunn & Crutcher, on behalf of the newly formed 

ad hoc committee of holders of trade claims.

THE COURT: Ad hoc, trade.

MR. D. FELDMAN: I represent --

THE COURT: Okay. 

MR. D. FELDMAN: -- a -- we filed a 2019 in this case 

and expect that we'll be filing a supplemental 2019 probably in 

the near term. We represent several hundred million dollars' 

worth of trade claims in this case, for holders of the claims, 

who have provided services and goods to this company. 

I frankly -- my retention in this case is principally 

to deal with the issue of post-petition interest. Frankly, we 

have problems with, and believe there are objections --

appropriate objections to, both the debtors' plan and the TCC 

ad hoc noteholder plan on the post-petition-interest rate 

that's being proposed to the alleged unimpaired class of 

general unsecured claims. We'd like to be heard on that issue.

THE COURT: Well, give me a preview. I mean, 

obviously we know what the debtors' position is with 

Cardelucci, but --

MR. D. FELDMAN: We believe that Cardelucci --

THE COURT: -- you --

MR. D. FELDMAN: -- as you've heard from --

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THE COURT: -- you believe it doesn't apply? 

MR. D. FELDMAN: -- as you've heard from others, does 

not apply --

THE COURT: Okay.

MR. D. FELDMAN: -- does not apply in this case. 

THE COURT: So what does? 

MR. D. FELDMAN: And --

THE COURT: Doesn't it vary with your different 

creditors for the trade? 

MR. D. FELDMAN: I think that our arguments are a 

corollary to the bondholder arguments, that if the contract 

rate of interest is appropriate for them, that a contract rate 

or an implied contract rate of interest for trade creditors 

would be applicable in our case. California Civil Code 3289 

provides that if you have a contractual relationship with a 

company and that contract does not specify an interest rate, 

the California state statute says you're entitled to interest 

at ten percent.

THE COURT: What does the bankruptcy law say?

MR. D. FELDMAN: What does the bankruptcy law say on 

that?

THE COURT: Well, that's where we're applying this. 

MR. D. FELDMAN: I believe that there's -- I believe 

there's Ninth Circuit precedent -- and I don't want to go into 

all the arguments today --

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THE COURT: No, I just want a preview of what your 

issue is. In other words --

MR. D. FELDMAN: I believe there're Ninth -- there's 

Ninth Circuit precedent --

THE COURT: Let me rephrase my question.

MR. D. FELDMAN: Yeah.

THE COURT: If I take the suggestion that maybe 

Cardelucci doesn't apply here --

MR. D. FELDMAN: Right.

THE COURT: -- what does apply? 

MR. D. FELDMAN: I think that one of the cases that 

you would look to would be Sylmar, Ninth Circuit case --

THE COURT: Right. 

MR. D. FELDMAN: -- in which the court approved in 

that case an unimpaired class of contract rate of interest for 

those with an interest rate, and a ten-percent state statutory 

rate for those that didn't have a contractual --

THE COURT: Okay.

MR. D. FELDMAN: -- express contractual rate of 

interest. 

THE COURT: All right, but it still is --

MR. D. FELDMAN: I think that squarely applies. 

THE COURT: -- a question of -- well, I mean, it's a 

question of law applied to -- Creditor A might be one rate, 

Creditor B another rate, in your case. I mean, are your 

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creditors all similarly situated in that --

MR. D. FELDMAN: Yes.

THE COURT: Okay. Well --

MR. D. FELDMAN: Yes.

THE COURT: -- all right, so what do you want me to 

do? Do you just want to --

MR. D. FELDMAN: So we'd like -- we'd --

THE COURT: -- have a right to brief? 

MR. D. FELDMAN: We'd like to be -- we'd like to have 

the opportunity to write our own brief. We don't intend to 

duplicate the efforts of others.

THE COURT: Okay. 

MR. D. FELDMAN: But we would like to file our own 

brief.

THE COURT: You have any problem with the schedule?

MR. D. FELDMAN: We do not have any issues with the 

schedule. We're ready to -- we're ready --

THE COURT: Okay, I'll come back to --

MR. D. FELDMAN: -- to go.

THE COURT: -- the briefing in a minute. Thank you, 

Mr. Feldman. 

MR. D. FELDMAN: Thank you, Your Honor.

THE COURT: Who's next? 

Good morning. 

MR. GRAULICH: Good morning, Your Honor. Timothy 

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Graulich of Davis Polk & Wardwell, on behalf of Citibank as 

agent for the three-billion-dollar-utility revolver.

THE COURT: I just -- could you spell your name for 

me? I didn't recognize it. 

MR. GRAULICH: Sure. Last name is G-R-A-U-L-I-C-H.

THE COURT: Mr. Graulich. Okay, thank you. 

MR. GRAULICH: Thank you, Your Honor. And Your Honor 

may recall, my firm had sent a letter to Your Honor about this 

issue in response to Mr. Karotkin's original letter with 

respect to briefing. But very briefly, Your Honor; I think 

that the banks and the bonds are probably pretty aligned with 

respect to these issues, provided that we're talking about just 

the legal issues. And to be clear, the legal issue I'm talking 

about is post-petition interest. 

THE COURT: Right. 

MR. GRAULICH: The banks don't have a view with 

respect to make-whole. 

THE COURT: Right. 

MR. GRAULICH: And as to post-petition interest, the 

legal question -- I think we could find -- we would reserve our 

right to file our own separate brief but, frankly, we've been 

working well with the other similarly situated parties. It may 

well be that --

THE COURT: But you're on the --

MR. GRAULICH: -- we don't need to. 

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THE COURT: -- you're on the side of the senior 

bondholders, right? 

MR. GRAULICH: Correct, Your Honor. With respect to 

the legal issue, I just wanted to flag --

THE COURT: Yeah. 

MR. GRAULICH: -- the fact, as long as we keep this to 

the core legal issue, I think there's general alignment and we 

may be able to minimize or even eliminate what of a -- a 

separate pleading that we may need to file.

I will note that, if there is contractual rate of 

interest, how we go about calculating that would be on a -- we 

have parochial questions with respect to that, that we've been 

in discussions with the company about since almost the date of 

the filing. So, provided that we are keeping this to the legal 

question, that's great. There may be a second question in the 

future, factually, about how one would go about calculating 

that contract rate of interest --

THE COURT: Yeah. No, that's fine. 

MR. GRAULICH: -- for the bank debt. 

THE COURT: Okay, so -- but it sounds to me like 

you're willing to just join with the senior bondholders on a --

join in the brief with them? 

MR. GRAULICH: Well, let's put it this way: I think, 

whether it's the senior bondholders or the creditors' 

committee, because I understand that they both may want to file 

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something, we certainly don't want to speak for others to 

combine other briefs that may need to be separate. But our 

intention is to work cooperatively with them. If we are okay 

with what's being filed, we may sign off on that brief or just 

a short joinder.

THE COURT: A "me too". 

MR. GRAULICH: Yeah. And if there's -- and, for 

whatever reason, if it turns out that we -- and this is not 

what I would expect; if we can't collaborate, we may file 

something separately. But that's not my -- that's not my 

intention or --

THE COURT: Okay. 

MR. GRAULICH: -- impression at this moment.

THE COURT: Okay. 

MR. GRAULICH: Thank you, Your Honor.

THE COURT: Fine. Thank you, Mr. Graulich. 

Good morning. Still morning. 

MR. ABRAMS: Your Honor, my name is Will Abrams. 

Respectfully, a little concerned about the schedule, in terms 

of all parties --

THE COURT: Just tell me who your client is. 

MR. ABRAMS: Sure. I'm a party to the CPUC 

proceedings, a wildfire survivor, and a claimant as well, and 

just very concerned that the schedule associated with the 

proceedings isn't taking into consideration the feasibility 

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earlier in the schedule. So --

THE COURT: Sorry; taking the schedule what? 

MR. ABRAMS: The feasibility --

THE COURT: What --

MR. ABRAMS: -- earlier in the schedule. So, part of 

what I don't see in any of the plans that are being proposed is 

risk mitigation and what's going to occur there. 

THE COURT: We're only --

MR. ABRAMS: And none of the --

THE COURT: We're only talking about timing for 

briefing some very legal questions at the moment, Mr. Abrams. 

I'll come back to you when I can, but I'm trying to line up all 

the lawyers representing the groups who want to be heard on 

this interest issue. I can't deal with other matters at the 

moment. 

MR. ABRAMS: Okay. I can come back on that. I 

apologize, Your Honor.

THE COURT: Yeah, I mean, it's not --

MR. ABRAMS: Just concerned that --

THE COURT: No, you don't have to apologize. I --

MR. ABRAMS: -- that we're moving forward very quickly 

to meet an arbitrary deadline while at the same time missing 

the mark in terms of focusing on safety. And given the current 

circumstances and --

THE COURT: Mr. Abrams, my job is to deal with whether 

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a plan can be confirmed. And --

MR. ABRAMS: I understand, Your Honor. 

THE COURT: And if you or someone else believes that 

one or the others of these plans has some safety concerns, I'm 

not sure that I'm the right one to say; but if I am, you object 

to confirmation and raise your argument or you take it up with 

the CPUC. 

MR. ABRAMS: But I don't see that being introduced in 

terms of the schedule, in terms of --

THE COURT: Well, because we're talking about --

MR. ABRAMS: -- parties coming forward and saying, 

here's what we're going to do to mitigate risk, to make sure --

THE COURT: Mr. Abram (sic) --

MR. ABRAMS: -- that our dollars --

THE COURT: Mr. Abram --

MR. ABRAMS: -- are appropriate for --

THE COURT: Mr. Abram --

MR. ABRAMS: -- how we're moving forward. 

THE COURT: Mr. Abram, I think you're missing the 

point. I'm trying to schedule how to decide whether this plan 

can be confirmed. Safety is important; it's not necessarily 

something I can deal with. But to the extent that the 

bankruptcy court can deal with it, I'll deal with it, but not 

this morning, because I'm dealing with these other issues this 

morning. 

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MR. ABRAMS: I understand, Your Honor. 

THE COURT: Okay. Thank you.

MR. ABRAMS: Thank you. 

THE COURT: All right. For briefing schedules, who's 

up? 

MR. GUESS: Good morning, Your Honor. David Guess 

with Bienert Katzman. With me is my co-counsel, Adam Harris of 

Schulte Roth & Zabel. We're here on behalf of Anchorage 

Capital Group, Centerbridge Partners, Fidelity Management and 

Research Company, Silver Point Capital, and SteelMill --

THE COURT: And what kind of --

MR. GUESS: -- Master Fund. 

THE COURT: -- creditors are they? What --

MR. GUESS: These are unsecured -- well, they -- we 

filed a 2019 statement yesterday --

THE COURT: Just tell me --

MR. GUESS: -- and an amended one this morning. 

THE COURT: Just tell me what the nature of their 

claims --

MR. GUESS: They --

THE COURT: I mean, what are they? 

MR. GUESS: They're multiple natures, but they have 

unsecured bond debt.

THE COURT: Okay.

MR. GUESS: And then we're representing them in that 

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capacity. 

THE COURT: Okay. And what's your desire? 

MR. GUESS: Mr. Harris -- we filed a pro hac 

application for him yesterday. 

THE COURT: It's okay. He can be heard. 

MR. GUESS: So we -- with your permission, we'd like 

him to speak. 

THE COURT: Sure. 

Good morning, Mr. Harris. 

MR. HARRIS: Thank you, Your --

THE COURT: I'm sorry. And the other gentleman, I 

just didn't get your name. 

MR. HARRIS: David Guess. 

THE COURT: Guess? 

Okay, Mr. Harris, what would you like to have me do? 

MR. HARRIS: Your Honor, I would like to answer 

actually one of the questions that you posed to multiple 

counsel this morning, about whether there're issues, other than 

those that people have been focusing on, that give rise to 

serious concerns regarding confirmation and should be put into 

the calendar. If Your Honor would like to finish up on the 

briefing schedule with respect to the matters you've been 

dealing with --

THE COURT: Well, I mean, that's what I --

MR. HARRIS: -- it's --

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THE COURT: I've got -- I'm trying to keep track of 

all the briefing schedules, but I --

MR. HARRIS: If you'd like to finish that up, Your 

Honor, we can come back -- we can come back --

THE COURT: Well, do you have some specifics --

MR. HARRIS: Not on those --

THE COURT: -- on the briefing schedule? 

MR. HARRIS: -- specific ones. I wanted to bring to 

Your Honor's attention some other matters which I think need to 

be put on their own set of schedules. But I'd be happy to --

THE COURT: Yeah, let's --

MR. HARRIS: -- allow you to finish up on this. 

THE COURT: -- let's finish the schedule -- my 

briefing schedule. 

MR. HARRIS: That's fine, Your Honor.

THE COURT: Thank you, Mr. Harris. 

MR. SILFEN: Good afternoon, Your Honor. Andrew 

Silfen with Arent Fox, counsel -- well, it's afternoon for me 

in New York -- BOKF, the indenture trustee for the senior notes 

in --

THE COURT: Right. 

MR. SILFEN: -- the principal amount -- excess of 

seventeen-and-a-half billion dollars. I guess I get to go 

clean up and kind of tie this all together. 

And what Mr. Stamer's presented is very appealable 

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(sic) and something we should all think about. I just want to 

address the questions you have with respect to scheduling of 

the ripe disputes. And we have been active the whole time in 

trying --

THE COURT: Yes.

MR. SILFEN: -- to get an agreement to present to Your 

Honor, and we just want a workable, fair, and balanced schedule 

that enables the issues to get fully briefed and presented to 

Your Honor and considered by Your Honor. And towards that end, 

the group that was involved that was here at the last hearing 

agreed to concurrent simultaneous open briefs and concurrent 

simultaneous reply briefs. 

Where we had a disagreement is as to page limits and a 

disagreement as to whether each side would file one brief or 

individual --

THE COURT: Right.

MR. SILFEN: -- briefs, and we want to just make sure 

there's reasonable time as we work through this today that we 

take all considerations in setting the schedule.

So the easier one which is post-petition interest 

where there appears to be some alignment among the parties, at 

least as to the legal issue, there are separate issues as to 

each holder or -- no, sorry, as to each claim --

THE COURT: It's not what we're dealing with.

MR. SILFEN: -- as to amount. But if Your Honor is 

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going to move into a direction of coordination between the 

side -- our side versus their side, or Your Honor's going to 

try to implement some process where there is a joint brief, and 

maybe supplement briefs, we're going to need more time than the 

date that's been presented by Mr. Karotkin. 

It's not the drafting per se that can't be made on a 

day, but if there's going to be an obligation to coordinate or 

some kind of joint brief, at least amongst some of the parties, 

I think realistically it's just going to take a little more 

time --

THE COURT: When --

MR. SILFEN: -- to get their -- well --

THE COURT: -- when -- what are you proposing? 

MR. SILFEN: It's easy for me to say. But --

THE COURT: Yeah, I know. Well --

MR. SILFEN: -- well, probably a couple of more weeks 

with respect to post-petition interest would probably make 

sense and would probably be workable.

The harder issue is the make whole optional redemption 

which is in a point issue to the senior notes, and a point 

issue to the indentured trustee. It arises under the indenture 

where the successor's indenture -- the successor indenture is 

the signatory to the indenture in the one along with the senior 

notes who enforces --

THE COURT: Well, again, just tell me what the problem 

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is.

MR. SILFEN: Okay. So --

THE COURT: We're talking about a brief in a month.

MR. SILFEN: Right. So here if you look at, just to 

kind of illustrate the dispute, if you look at Momentive, EFH, 

or Ultra which are the same kinds of disputes in other 

circuits --

THE COURT: I don't know what you're talking about. I 

don't know those cases. 

MR. SILFEN: -- the briefs -- the briefs in those 

cases were somewhere between thirty-five and fifty pages, and 

it's a complex issue and it's a complex issue not only because 

of incorporating the indentures and the indenture language --

there's three indentures, there's twenty-five series of 

notes -- there's the application of New York law and California 

law in the indentures, there's state law and federal law we 

suspect implicated. And again, kind of put this in context 

because I don't want the burden to go on us, the debtor has the 

election to refinance the notes or reinstate. It's making the 

choice to refinance. That is triggering the make whole 

optional redemption.

So it's the decision that the debtor makes. The 

debtor has the right to make that decision subject to the Code, 

but the dispute is arising because of the debtor's election.

I think that with that in mind, and given the 

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magnitude of the issue and the complexity, and we want to 

present it in the best way to Your Honor so Your Honor can 

consider it an easy and efficient way rather than just, for 

lack of a better word, vomit on you, is -- and I say that to 

make a dramatic point because we want to present this in a way 

that you can make the best ruling possible presented on the 

papers and argument. That's one.

Also, I think the parties are not as aligned with 

respect to make sure all optional redemption as the postpetition interest. So it's distinguishing.

So I think what I'm suggesting is for the make whole 

optional redemption that you push it out, and what I'm saying 

if we're doing it in the most accelerated time, which we all 

agree, we all agree that day at Your Honor's suggestion that it 

was important to break out these issues, that they're gating 

issues, and they need to be accelerated basis. I guess the 

question is how accelerated.

Opening briefs, we suggest November 27th.

THE COURT: That's six full days from what's proposed.

MR. SILFEN: Well, I would ask for more but I'm trying 

to be reasonable and work with the parties here, because I know 

Mr. Karotkin's going to stand up and Mr. Bennett's going to 

stand up and say we got to move, we got to move, we got to 

move. But any day is helpful. 

So we're suggesting November 27th, December 20th, and 

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then have arguments sometime in January. 

THE COURT: How about --

MR. SILFEN: If you're asking me what we real --

THE COURT: How about 14th? 

UNIDENTIFIED SPEAKER: That's fine with me. 

THE COURT: You're --

MR. SILFEN: You know, we had originally propo --

THE COURT: You're easy. 

MR. SILFEN: We had originally proposed and 

suggested -- and the parties talked about this -- that having 

the arguments for the post-petition interest and the make whole 

on different days.

THE COURT: I have to ask the folks to stop talking 

over here. I can't -- I can't get you on the record and I 

can't hear counsel speak. 

MR. SILFEN: We had originally discussed, at least the 

original parties who were trying to come up with a schedule 

that it may be in your interest and in the -- since the issues 

are significant, not to have the post-petition interest and the 

make whole on the same day. That's what we had proposed. 

THE COURT: But we're not --

MR. SILFEN: If Your Honor wants them both on the say 

that --

THE COURT: They're not. They're not. I mean, 

you're --

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MR. SILFEN: I just --

THE COURT: -- we dealt with this an hour ago. We've 

got a schedule and it's moving faster on --

MR. SILFEN: That's fine.

THE COURT: -- post-petition interests, and the only 

question is whether other people join in.

So you've proposed moving the opening brief on the 

make whole by six days. Done. You got it. Not a problem. 

But I mean --

MR. SILFEN: And the reply brief, we're suggesting is 

December 20th. 

UNIDENTIFIED SPEAKER: And the argument?

UNIDENTIFIED SPEAKER: I think it's January. That's 

fine. 

THE COURT: I mean, look -- look, that doesn't strike 

me as difficult. What about combining the brief, though? You 

said you need separate briefs, right?

MR. SILFEN: Well, in having combined briefs assumes 

that the parties are aligned, right. And --

THE COURT: Well, of course. I meant from --

MR. SILFEN: -- and it's not --

THE COURT: I mean combining with the party you're 

aligned with. 

MR. SILFEN: As indentured trustee, we're charged to 

make and protect the indenture and the rights under the 

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indenture, and our rights are for all the holders, and our 

arguments are for the all the holders.

It's not exactly here that we're aligned with any 

other party. The creditors' committee wants to be heard on the 

issue, and the senior notes and, obviously, the senior notes 

have a right to be heard on this issue.

I think you're only on our side, basically, talking 

about maybe three parties. We're happy to coordinate, and I'm 

sure we all will coordinate.

THE COURT: Okay.

MR. SILFEN: But coordination is different than 

putting -- requiring one brief.

THE COURT: I know. I got it. 

MR. SILFEN: All right. 

THE COURT: Okay. Anybody else want to be heard on 

the briefing schedule? 

Mr. Minnick? Good morning. 

MR. MINNICK: Good morning, Your Honor. M. David 

Minnick of the Pillsbury firm on behalf of Wilmington Trust 

National Association, the successor administrative agent on the 

parent company's revolving credit facility syndicate. 

Mine is a more mundane request, unfortunately, Your 

Honor. We are the successor trustee. We have had a number of 

fires trade in our syndicate, and so we are awaiting 

instructions as to what position they will take, and our goal 

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here today is simply to preserve the opportunity should we have 

a position that requires us to go forward and brief, and that 

we would first, of course, try to work with the party on either 

side that we are pursuing as a similar position that --

THE COURT: Is this for a make whole or for postpetition?

MR. MINNICK: Post-petition interest, Your Honor.

THE COURT: And -- okay, but --

MR. MINNICK: Yeah, so we --

THE COURT: -- but you don't --

MR. MINNICK: -- the issue we may not need to do 

anything, but we have to reserve the right to be able to file 

something on instructions assuming we can't get an agreement 

with --

THE COURT: Well, tell your client your opening briefs 

are due on November 8th, but you're probably going to be on the 

reply side anyway. You're not going with the --

MR. MINNICK: That's fine. So long as we can have --

THE COURT: -- with the debtor's interest, right?

MR. MINNICK: So long as we have the ability to put 

something in front of Your Honor that was all we were asking 

for.

THE COURT: Okay. Anyone else want to be heard? 

Mr. Bennett are you here for someone from the 

shareholder's side? Are you going to be agreeing with the 

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debtor, Mr. Bennett, because if you are, that's fine. 

MR. BENNETT: With respect to the schedules that 

you're working through, we are absolutely fine. With respect 

to Mr. Stamer's effort to accelerate one brief confirmation 

over another, we would have a lot to say, but I don't think --

THE COURT: Yeah, I'm going to come back and deal with 

that separately. 

MR. BENNETT: -- we're dealing with that right now. 

THE COURT: Okay. All right. Well, look, here's what 

I'm going to do.

MR. KAROTKIN: Your Honor?

MS. MILLMAN: Your Honor?

THE COURT: Yes, on the phone. Yes. 

MS. MILLMAN: Good afternoon. This is Sherry Millman 

with Stroock & Stroock & Lavan and I'm speaking on behalf of 

Mizuho Bank which is the agent for the Colstro (ph.) term loan 

in the amount of 350 million dollars. Our issue is with 

respect to post-petition interest only. We are absolutely fine 

with the amended schedule of submissions by November 8th, et 

cetera. We, likewise, do not know yet whether we would be 

weighing in, but we would like to, of course, know that we 

should have been weighing in. If we do weigh in, we will work 

cooperatively with those on our side. We haven't communicated 

with PG&E (indiscernible), but we do want the Court to know 

that we need to file something additional and we'd like to have 

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that right as well. 

THE COURT: Okay. And thank you very much. That's 

noted. 

MS. MILLMAN: Thanks.

THE COURT: Mr. Karotkin? 

MR. KAROTKIN: Yes, very briefly.

First of all, I didn't hear what Mr. Silfen said about 

changing the make whole premium schedule. 

THE COURT: Well, I think he suggested six days, so I 

was agreeable to moving it to the 27th, and then the reply on 

the 20th of December. But the date -- we've moved the date to 

January 14th for the argument. 

MR. KAROTKIN: Yes, that's fine. Okay. 

THE COURT: Yeah. No, having -- Mr. Karotkin, I'm 

probably going to put another burden on you to help me get this 

all drafted out so it would clear. I don't want to have the 

oral transcript, or the written transcript be what everybody's 

relying on. So I thought it was going to be a little easier, 

but there's too many people. So we'll talk in a few minutes 

about how to do it. 

MR. KAROTKIN: Okay. That's fine. I'd like to have 

the opportunity, as Mr. Bennett said, to address Mr. Stamer's 

comments about the confirmation scheduling.

I will note that with respect to multiple briefs or 

them getting together to try to file one or two briefs, I find 

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it hard to understand how the indentured trustee's views could 

be different than Mr. Stamer's client's views since they're all 

bondholders. The indentured trustee is also on the UCC, so I 

really don't understand how it would be difficult to 

coordinate. 

I don't want to delay this thing, that's for sure. So 

if they need to file multiple briefs and there's a reason to do 

that, we're not going to fight them on that, but we would need, 

if they are going to file multiple briefs, Your Honor, more 

than thirty-five pages to address that. So that's the request 

we would make. 

THE COURT: Yeah. It's hard for me to keep track of 

all the pages for now, but I think I -- well, you deem more 

than thirty-five, is that what you're saying?

MR. KAROTKIN: Yes, sir. 

THE COURT: I mean, again, we're talking about 

simultaneous briefs in both of these cases. 

MR. KAROTKIN: So I'm thinking certainly for the 

reply. Right?

THE COURT: Okay. I'll figure out what to do about 

that.

MR. KAROTKIN: Okay. Thank you. 

THE COURT: All right. Ten minutes? Let's take a 

ten-minute break and then we'll come back and talk about the 

confirmation issues, and then more importantly get to the 9019 

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motion. 

THE CLERK: All rise. 

(Recess from 11:54 a.m., until 12:08 p.m.)

THE CLERK: All rise. Court is now in session. 

THE COURT: So Mr. Karotkin, I think it would help me 

if we wrap up the briefing issue by asking you to, perhaps, you 

can coordinate with Mr. Zumbro, maybe just do -- maybe one 

order would be sufficient, that just lays out the briefing 

sequence for the three different things we talked about -- or 

four, rather, post-petition, then make whole, impair or not 

impair together, and then the 502(c), and I'm looking to you to 

do it to draft it more thoroughly so the titles and the 

terminology is clear so the reader knows what we're talking 

about. And I'll make -- and I think I'll run through the 

deadlines and make sure they're consistent with what you've 

said -- I mean, what you've noted. And the one thing I'll ask 

you to do is to submit a proposed order that leaves blank the 

page limits and I'll just think about it after I've looked at 

all these other points and fill them in -- and fill in the 

blanks. Is that doable? 

MR. KAROTKIN: Yes. 

THE COURT: Okay. 

MR. KAROTKIN: The only question with respect to 

multiple briefs or not multiple briefs, how would you like to 

address that? 

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THE COURT: Yeah, let me think about that for a 

minute, but just make sure we're clear on the dates.

So post-petition interests, the opening briefs, 

November 8th; reply briefs, November 22nd; the oral argument, 

December 11th at 10 a.m.; the make whole and impair/not impair 

question, November 27; opening reply, December 20; and oral 

argument, January 14th. 

The dates for the 502(c) were a little easier. That 

was the debtor file its position on what isn't subject to 

estimations on November 1st. The opposition, item number 15 

and the debtor's reply December 5th. Excuse me -- yeah, and a 

hearing on December 17th. And --

UNIDENTIFIED SPEAKER: Sorry, Your Honor. There's one 

other date. The debtor's objection, December 5th and then the 

creditors' reply December --

THE COURT: Yeah, that's the one I forgot about. 

UNIDENTIFIED SPEAKER: -- December 12 with the 

creditor's reply. 

THE COURT: Yeah, okay. I'm sorry. 

UNIDENTIFIED SPEAKER: No, thank you, sir. 

THE COURT: That's right. And I guess I'm just going 

to have let people file their own briefs on these issues. It's 

just too hard to keep track of them. 

MR. KAROTKIN: Okay.

THE COURT: Yeah, and I just -- I'll take my chances 

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on it.

Look, I'm going to make this argument that I expect 

counsel to make an effort to coordinate with parties that are 

similarly situated which is almost always adverse to the debtor 

here on these issues, and do your best to file -- consolidate 

the briefs and do not reinvent the wheel by telling me when the 

Bankruptcy Code was enacted by Congress and when this case was 

filed. And -- but I'm just not going to -- I can't take the 

risk of cutting one off when we're dealing with such major 

issues. So I'll just put some page limits in there, and I'll 

take it from there.

Mr. Karotkin, you're just helping me keep track of the 

schedule here and we'll take it from there.

MR. KAROTKIN: Very well, sir. We'll do that.

THE COURT: Okay. And the inverse condemnation. I'm 

sorry; I forgot about that. We had already talked about that 

and that's the one that wasn't very controversial.

MR. KAROTKIN: You want us to wait for that as well?

THE COURT: I guess so. 

MR. KAROTKIN: Sure.

THE COURT: Let's put them all in one place --

MR. KAROTKIN: Okay.

THE COURT: -- so people tracking the case can know 

what we're doing.

Okay. So what's left is on the plan issue, and Mr. 

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Stamer made his point, and you and Mr. Bennett want to be 

heard. And I don't know how I'm going to do anything more than 

just listen to you today. And there was one gentleman -- I'm 

trying to keep track of the names -- that wanted -- Mr. -- one 

second -- Mr. Harris wanted to be heard on a couple of 

suggested other issues that he has that he thinks are relevant 

to confirmation. So -- but let's get your response to the time 

line --

MR. KAROTKIN: Okay.

THE COURT: -- that Mr. Stamer's arguing, and I'll 

hear what Mr. Bennett has to say. I really want to get to the 

main event here on our 9019 motion. 

MR. KAROTKIN: Well, okay. Thank you, Your Honor. 

Steven Karotkin, Weil, Gotshal & Manges for the 

debtors.

I think probably the easiest way to summarize Mr. 

Stamer's argument before the Court a few minutes ago was he 

said argument number one, which is this case is unique and 

unprecedented, and I guess because of that for some reason he's 

asking you, as you noted Your Honor yourself, to ignore the law 

on what happens with competing plans.

He also indicated that he's sure -- he's sure based on 

discussions with the tort claimants' committee that under their 

plan it will be successfully accepted notwithstanding --

notwithstanding what happens with Judge Donato. 

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So even if Judge Donato comes in with an estimation of 

well in excess of thirteen and a half billion on the tort 

claims, don't worry, no problem, they'll accept the plan and 

we'll move to confirmation. Of course, there's no evidence of 

that. There's no evidence of even who sits on the tort

claimant's committee that has the ability to deliver any votes 

or how many people they represent that have actually filed 

claims in the case. But let's take that -- they're asking you 

just take that on faith, Your Honor, and accelerate our plan.

And effectively, what they're saying, Your Honor, is 

despite representing to the Court in hearings on September 

24th, on October 27th that if exclusivity were terminated, the 

plans would move together. What they now propose, and I think 

you alluded to it, is they should usurp exclusivity for 

themselves.

Having it modified and terminated was not good enough. 

Now, their plan should move forward, and again, I think your 

words, and dump the debtor's plan. That's what they're asking 

you to do. And I think as you appropriately noted that's not 

appropriate under Section 1121. It would be unprecedented, and 

it would completely undermine the debtor's statutory rights. 

Again, Your Honor, as I mentioned at the outset of the 

hearing, as we predicted -- as we predicted at the exclusivity 

hearing, termination of exclusivity has not worked to promote a 

consensus. As we told you the ad hocs and the TCC have become 

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polarized entirely and now want to move forward solely with 

their own plan. That's not the way it should work.

And again, Your Honor, after you noted at those 

hearings that the debtors have made substantial progress with 

the subrogation settlement and with their plan, the amended 

plan that they filed to incorporate, Your Honor, what has 

happened in two weeks? What has happened in two weeks that 

weren't essentially doing what they're asking you to do to 

strip the debtors of their rights to pursue their plan 

consistent with Section 1121 of the Bankruptcy Code, and we 

submit, Your Honor, nothing has happened.

At the exclusivity hearing, Your Honor, the TCC made 

it very clear, absolutely clear to you that they would only 

engage in mediation. They were only engaged in mediation if 

you agreed to terminate exclusivity. Having done that, we say 

to Your Honor now is the time to promptly appoint a mediator. 

That is the way to move these cases forward, and let's see if 

the TCC will live up to its word and its commitment to this 

Court to mediate. That's the way to get a consensus, not, Your 

Honor, to let their plan proceed before the debtor's plan in 

complete contravention of the statute.

Letting their plan go first will assure one thing, 

Your Honor, and that's there will never be a global consensus 

achieved in these cases. That's for sure. 

THE COURT: Why do you think that's true? I mean --

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MR. KAROTKIN: Because as they've said, they want to 

move expeditiously with their plan. They're not interested in 

discussing anything else. Let's move forward, let's confirm 

our plan, and let's see what happens. The debtor's plan will 

fail. There's no interest -- let them stand up, Your Honor, 

and say we are prepared. 

Have they even put in their plan what they're offering 

the subrogation claimants? Have they said the nature of that 

consideration? No. 

Have they said the nature of the consideration they've 

proposed to fund the tort claimants' trust with? No. It's 

going to be a combination of cash and stock. 

Have they specified what it is? Have they told the 

subrogation claimants that they will, in their plan, give them 

eleven billion dollars in cash as we have settled with them? 

No. 

Will the tort claimants --

THE COURT: Well, let me -- let me interrupt. I have, 

obviously, been reading a lot of stuff, and I can't absorb all 

of these new plans, but aren't those the very kind of things 

that do get sorted out even if there isn't across the board 

consensus, that those are the kinds of things that get -- is 

all before you ever even have the confirmation hearing?

MR. KAROTKIN: Normally. 

THE COURT: No, but --

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MR. KAROTKIN: But they're saying well, let's go ahead 

and vote.

THE COURT: No. 

MR. KAROTKIN: Never mind, let's go ahead and vote --

THE COURT: No, you're --

MR. KAROTKIN: -- on something we don't even know 

we're voting on. 

THE COURT: You're moving too fast. Even if you 

didn't have a plan to offer, their plan isn't ready to be 

confirmed today because leaving aside disclosures, there may be 

some open issues that have to be resolved between the creditor 

groups. Whether it's your plan or their plan that's normal, 

right? It's normal.

MR. KAROTKIN: Normal, and that's, Your Honor, a 

reason to have mediation start now --

THE COURT: No, I understand it. 

MR. KAROTKIN: -- and not, Your Honor, to let one plan 

move ahead of another plan.

THE COURT: I'm not --

MR. KAROTKIN: That's the reason.

THE COURT: I've not ignored your request for 

mediation, nor have I ignored what was said at the prior 

hearing. I intend to take some action on it in the very near 

future. That's all I can say at this point. 

MR. KAROTKIN: Okay. And we would -- as I said, Your 

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Honor, we would encourage that.

So what you have is Mr. Stamer and the ad hoc and the 

TCC scheduling request is premised entirely on their view that 

the magnitude of the TCC's constituency claims is huge, and 

that somehow estimation is not required under their plan. I 

don't know how they said that, because again in prior hearings 

before the Court you recognized at a minimum, estimation is 

necessary to address the absolute priority rule.

THE COURT: Now, it might just be terminology, though, 

right? Whether you call it estimation or valuation, it's still 

a factual inquiry to determine it, right?

MR. KAROTKIN: Yes, a factual --

THE COURT: And Mr. Bennett made that point.

MR. KAROTKIN: A factual inquiry to determine, Your 

Honor, exactly what Judge Donato has withdrawn the reference to 

determine, and what they're saying to you is no, no, no, no 

more in Judge Donato's court; you do it. You take it away from 

him and you do it.

THE COURT: Well, Mr. Karotkin --

MR. KAROTKIN: I don't see how you can do that.

THE COURT: -- what we'll --

MR. KAROTKIN: I think one thing is absolutely clear 

to Your Honor is what they're trying to do here is to really 

avoid a detailed inquiry as to the value of the tort claimant's 

claims that -- and that's before Judge Donato. 

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THE COURT: Well, but what would --

MR. KAROTKIN: That's what he's going to do.

THE COURT: But what I -- tell me this one, just 

pretending, one of my hypotheticals, that you didn't have a 

plan on the table at the moment and the TCC and the ad hoc 

group did. We wouldn't need an estimation in the traditional 

sense, right.

MR. KAROTKIN: Yes, you would.

THE COURT: Well -- but no, I mean to figure out the 

aggregate amount for the victim.

MR. KAROTKIN: Why is it any different, Your Honor?

THE COURT: Well, that's what I'm asking you.

MR. KAROTKIN: It's not any different.

THE COURT: What would --

MR. KAROTKIN: In order to confirm that plan, an 

estimation has to be done to determine -- and you said it 

before, an estimation has to be done to determine whether that 

plan satisfies the absolute priority rule --

THE COURT: But I think --

MR. KAROTKIN: -- unless Mr. Bennett's clients are not 

going to object, and I can assure that's not going to happen.

THE COURT: But that's what I'm getting at is, if 

you -- do you need to have a judicial estimation if the 

proponent says I'm going to pay this class this amount of 

money, and that class responds by saying okay, I'll accept 

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that.

MR. KAROTKIN: Yes, you have to determine whether 

they're getting paid too much.

THE COURT: All I'm focusing on is the semantics here. 

I don't think it's the traditional estimation of the claim to 

figure out how to distribute to the claim, I think it's the 

same inquiry, perhaps, to determine whether the equity is 

unfairly being impaired.

MR. KAROTKIN: It's a similar inquiry. It's the 

inquiry that Judge Donato has withdrawn the reference to do in 

this case, okay.

THE COURT: Well, I know why he's withdrawn the 

reference. I suggested that he withdraw the reference, but it 

was to -- it was to do and deal with the personal injury 

wrongful death claims that I could not do as a matter of law, 

that's all. But I could do the estimation valuation on a 

cramdown question, right? Absolute priority question.

MR. KAROTKIN: I don't think --

THE COURT: You don't think so?

MR. KAROTKIN: -- in the context of their plan you can 

do it where they agreed in their plan to take less if Judge 

Donato determines it is less. I don't think so, okay?

THE COURT: Okay. 

MR. KAROTKIN: And that's before Judge Donato. Those 

proceedings are pending before Judge Donato.

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THE COURT: No, I understand.

MR. KAROTKIN: The Tubbs trial is proceeding.

THE COURT: So what would happen -- okay. So -- no, I 

know that. But -- so Mr. Stamer restated the numbers in his 

plan for the subro -- the eleven for the subro, and the 

thirteen and a half, I believe, it was for the --

MR. KAROTKIN: Not really, Your Honor, because that's 

in brackets.

THE COURT: But what I'm trying to get to is what 

would happen in your mind if Judge Donato picked a lower 

number? What would be the inquiry? In other words, if he 

determined that -- and no, I'm sorry, I misspoke.

If there was a -- if there was not an objection, do 

you think that the equity has a right to be heard on how much 

is being paid? And you think that's something that he would 

have to do rather than --

MR. KAROTKIN: At this point, yes, Your Honor.

THE COURT: Okay. 

MR. KAROTKIN: At this point for sure.

THE COURT: Okay. 

MR. KAROTKIN: And as we noted in our reply, at the 

October 7th hearing, Ms. Dumas clearly indicated that 

estimation would be required to determine what they would be 

entitled to under the plan.

THE COURT: She did. I recall that.

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MR. KAROTKIN: And now, all of a sudden -- all of a 

sudden because they want to move on the fast track, estimation 

somehow now isn't required in these cases, and despite the fact 

that they said, again, before Your Honor -- you asked them, 

Your Honor, is their plan a backup plan. You asked them that 

at the October 7th hearing. 

THE COURT: Well, they said it frequently in the 

papers.

MR. KAROTKIN: And what did they say? No, it's not a 

backup plan. It should move forward together with the debtor's 

plan. That's what they said before Your Honor. And now, for 

some reason, things have changed. 

What has become, as I said earlier, Your Honor, 

patently obvious from the request to fast track the plan --

their plan -- is to have you do a summary estimation proceeding 

in connection with the confirmation hearing as you indicated. 

And in an effort, Your Honor, to avoid a serious inquiry, it's 

obvious its effort to avoid a serious inquiry as to the value 

of their claims to be addressed in these cases. 

And, Your Honor, as you have said, no one should get 

paid in these cases unless they can demonstrate they're 

entitled to it. Well, now, Your Honor, the bar date has 

passed. We know they want to extend the bar date. Information 

is finally coming in, and people will have an opportunity to 

evaluate the claims, the magnitude of the claims, information 

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with respect to the claims, evidence -- evidence about the 

claims rather than the TCC statement and the ad hoc statement; 

don't worry, Your Honor, the claims are well in excess of 

fourteen and a half billion dollars, don't worry about it, 

don't worry about it, they will accept the plan. 

No, now, we will have an actual hearing before Judge 

Donato where he can make that decision. And what they're 

asking you to do is to have, instead, a very quick process in 

front of you that is pending before Judge Donato, and we don't, 

frankly, see how that is either appropriate or how in the face 

of those proceedings, pending, how you can take that back from 

Judge Donato.

Your Honor, the debtors, unlike the tort committee, 

and unlike the ad hoc bondholder committee are fiduciaries for 

all economic stakeholders in these cases.

The debtors, as well as Your Honor have an obligation 

to assure that in the context of a plan in these cases, all 

creditors and equity holders are treated fairly and equitably, 

and that's what the estimation proceeding is all about. And 

when they have been concluded, and Judge Donato has made his 

decision, and it's clear based on his own schedule, he's very 

cognizant as you well know --

THE COURT: No, I'm aware.

MR. KAROTKIN: -- of AB 1054 and the June 30th 

deadline, very, very cognizant that this -- that these cases 

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have to be concluded by then, and when he makes his decision, 

and it will be timely in order -- you can be sure it will be 

timely to meet that timetable, then both plans can be 

appropriately amended to address his ruling, and that's what 

our schedule reflects. That's the way it should be done. As 

we say, they can be one disclosure statement for both plans, 

and it can individually describe each plan. And then, when 

he's finished, the plans which will have actually the 

treatment, the actual treatment for those voting on the plan 

can be distributed again, in the customary fashion for people 

to vote on it. 

THE COURT: Let me digress slightly. How do I make 

this all work under your time line without knowing what the 

CPUC's position is on that?

MR. KAROTKIN: The CPUC is -- first of all, Mr. 

Kornberg can tell you the CPUC's position. I don't want to 

speak for him. But what I can tell you is that we are meeting 

with the CPUC on a weekly basis to move our plan forward, and 

we are very, very comfortable with the fact that we will meet 

the timetable with the CPUC.

THE COURT: Okay. Well, Mr. Kornberg can speak to it 

if he wants to. For now, I'm probably not going to make any 

definitive decision about scheduling. I mean, I'm -- because I 

just have to process all this but go ahead and finish your 

point. 

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MR. KAROTKIN: And let me continue to address a couple 

of other issues that Mr. Stamer raised. 

And again, as Your Honor -- Your Honor again noted at 

the prior hearings before the Court, our plan is conditioned on 

compliance with AB 1054. And as you recognized even this 

morning several times once the estimation proceedings are 

concluded, our plan can be amended to address that.

And what the ad hoc committee, Your Honor, what the ad 

hoc committee and the tort committee would have you believe is 

that if Judge Donato estimates a number over and above the 

current financing fact and our commitments, our plan blows up. 

THE COURT: Well, that's what they're --

MR. KAROTKIN: It vaporizes.

THE COURT: That's their point.

MR. KAROTKIN: Okay. They're wrong. They're wrong. 

We will be in a position to amend the plan as we've indicated 

to the Court and as Mr. Wells has testified in his deposition, 

there is ample capacity in both the debt and equity markets to 

timely fund a plan and meet the requirements of AB 1054.

The debtor's plan does not vaporize. That's the 

mistake and the misconception he's asking you to accept, Your 

Honor, is that that financing has to come from the debtor's 

existing equity holders. It doesn't. There is no requirement 

that it come from the existing equity holders. In fact, the 

equity commitments that the debtors have already obtained for 

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the rights offering are not exclusively from the equity 

holders. There is an array of investors more than willing to 

invest in this company in order to fund the plan at whatever 

levels it is.

I would note, Your Honor, and again, Mr. Stamer said

well, the debtors will have seven days to get new financing. 

Well, let me tell you, Your Honor, when the debtors revise 

their plan to increase the distribution by two or three billion 

dollars, they got equity commitments in two days -- two days. 

And you know what? They were oversubscribed.

And as Mr. Wells' declarations have indicated, and as 

his deposition testimony has reflected, there is more than 

sufficient capacity in the market to fund the debtor's plan. 

Of course, no one's going to give a definitive commitment until 

they know what that liability is. Nobody is going to pay for 

those unlimited commitments going forward, but there is more 

capacity -- the money center banks have told the debtors -- and 

we filed those letters with the Court -- there is plenty of 

capacity to fund the plan.

I mean, Your Honor, just think about this for a 

moment. Clearly the Elliott group, the bondholders, are 

willing to provide that capital, and there's no doubt that 

others will do it. They're not doing it to protect their 

position in this case. They're not providing the debtors with 

financing at attractive rates. It's just, they are here, as 

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you indicated, to make money, and there are plenty of other 

financial institutions who are willing to do the same thing. 

And if Judge Donato comes in with a higher number, those 

financial institutions will be ready to come forward.

The ad hoc bondholders, Your Honor, are not a group of 

altruistic investors willing to put up money on favorable terms 

in an effort to save the State of California. Any number of 

financial institutions have advised the debtors that there is 

adequate capital necessary and, in fact, Your Honor, on 

substantially better terms than the terms that are being 

provided by the ad hoc bondholders. And as we've noted, their 

interest rates are high, they require reinstatement --

THE COURT: Well, listen, now, you're getting down to 

the details. The question is scheduling. You made your point 

about I shouldn't put their plan on a fast track. You believe 

your plan is on an adequate track and let me use the day more 

efficiently by hearing from Mr. Bennett or others and then move 

into the other question.

I'm not going to make a ruling today. I'm not going 

to schedule a hearing on their plan today.

MR. KAROTKIN: Let me just say one last thing, Your 

Honor?

THE COURT: Sure. 

MR. KAROTKIN: The schedule we propose works, and it's 

consistent with how Chapter 11 cases should be administered. 

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It's consistent with how competing plans should be 

administered. In fact, as you noted yourself, those plans 

should be considered together if they meet the requirements for 

confirmation.

THE COURT: But having said that, I want to move on, I 

want to ask you one more question.

Well, never mind. I'll come back to it. There's just

too many things going on.

MR. KAROTKIN: Okay. Thank you, Your Honor.

THE COURT: Mr. Bennett, do you want to be heard or 

not? I mean, I'm not going to schedule anything today anyway, 

but I'll be happy to listen to you. 

MR. BENNETT: Thank you, Your Honor. 

Very briefly, Your Honor. 

THE COURT: And you would help me by responding as Mr. 

Karotkin was doing as why, if it's true, that you disagree with 

Mr. Stamer that we don't have to have an estimation hearing if 

their plan goes forward. 

MR. BENNETT: Okay. Well, so first of all, their plan 

is premised on a -- to begin with, and I don't know how deeply 

you dug into the deposition testimony and the factual matter 

that was behind the paperwork in connection with --

THE COURT: Well, some of it. I mean, I --

MR. BENNETT: -- exclusivity. But one of the points 

that we made there, and that would come in a confirmation 

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hearing as well, and maybe it's a point that has to be 

litigated ahead of time but -- which maybe I'll write a letter 

to Mr. Stamer about and see if we can work out a schedule, the 

so-called agreement, so-called settlement that resulted in a 

14.5 billion dollar number which, of course, includes the 

billion for the municipal settlement, so it's sometimes 

referred to as 13.5 was not an agreement that was reached at 

arms' length between parties that were genuine adversaries with 

respect to the issue. 

At one point, Your Honor focused on that and -- a long 

time ago, we've never lost focus on that. And frankly, the 

idea that there's some kind of summary proceeding in a 

confirmation hearing concerning the allowable amount of those 

claims on the basis of a not arms' length settlement is an idea 

that, of course, is supported by no case. Those cases have 

been cited to you already. But again, if there's formal 

briefing on that, maybe we should do it, but I'll start by 

corresponding with Mr. Stamer. We'll do it in writing so there 

can't be any misunderstandings and see whether we can tee that 

up for you.

But the consequences of that, Your Honor, that if you 

were to decide that it was somehow different from estimation, 

our argument would be is it has to be more exacting and more 

thorough, not rough and dirty like estimations sometimes 

results. And of course, it would bring the Tubbs trial back to 

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Your Honor's courtroom.

THE COURT: But doesn't it all turn on the maintaining 

solvency and if some -- if certain circumstances change and we 

have an insolvency, wouldn't that change the --

MR. BENNETT: That would, but you'd have to determine 

whether the claims are high enough to generate an insolvency.

THE COURT: Yeah. No, I understand.

MR. BENNETT: And which require --

THE COURT: It gets back to the estimation. 

MR. BENNETT: -- which -- estimation, or if Your Honor 

decides that you want to take that fall back and have the Tubbs 

trial here, I'm not sure we would object to that. But it 

might -- it would have to happen because --

THE COURT: I've got plenty of time.

MR. BENNETT: Well, it seems like you've set aside the 

time, and that you have enormous interest in the issues.

THE COURT: No, we're not taking the Tubbs trial. 

MR. BENNETT: But that is where it leads. And so --

THE COURT: Yeah, but let's be realistic. I mean, 

look outside the window. If we have another catastrophic fire 

post-petition, that itself could trigger the issue, right?

MR. BENNETT: Your Honor, one of the -- it could, or 

it couldn't. Here's one of the parts about this case that 

has -- we had this long three-hour discussion this morning --

almost three hour, it hasn't been three hours yet, but soon to 

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be three-hour discussion, and what struck me about it is is 

that much of it was about pronouncements of facts that we're 

almost in a position to start proving with evidence, and 

efforts to somehow evade the actual presentation of facts.

We need facts in this case. It's not often mentioned, 

but we get it. It's true that there are victims that suffered 

in the fires, and that they suffered a lot. They've also been 

paid more than fifteen billion dollars already. Not every 

victim. And so to say that there's 14.5 billion dollars more 

is talking about 30 billion dollars in losses. That's an 

enormous number. And the parties are entitled to prove two 

things, whether or not those numbers are real -- what the real 

numbers are, and two, whether or not it is true that the 

allegations that PG&E is responsible for all the fires are true 

which the company doesn't believe is true and, frankly, my 

clients don't believe is true. 

And so the effort to accelerate, I see it -- I can't 

crawl into Mr. Stamer's head and know for sure, or his client's 

head -- I see it as an effort to evade factual development, to 

kind of rush to a judgment based upon a lot of assumptions that 

aren't true.

Specific to some of his -- I'm going to confine to his 

specific assertions which, frankly, are factual assertions in 

many ways which Your Honor's not supposed to credit, and no one 

should credit. 

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So fact assertion number one was that the financing 

behind the debtors would disappear. Well, of course, there's 

no -- that's a factual assertion. He doesn't have the faintest 

idea one way or another. The truth is as Mr. Karotkin pointed 

out, it won't. They were never dependent --

THE COURT: Well, that's a fact too. 

MR. BENNETT: Fine. 

THE COURT: No. No, no. But look --

MR. BENNETT: We --

THE COURT: -- you and I both know --

MR. BENNETT: We are ready to prove it. 

THE COURT: That's right. And you and I both know 

that if it's time for anybody, whether it be their side or your 

side, to confirm a plan, they got to prove up feasibility.

MR. BENNETT: Exactly. 

THE COURT: So --

MR. BENNETT: Exactly right.

THE COURT: So that's -- and that has to happen.

MR. BENNETT: But I want to say one more thing to just 

remind the Court that when they say that there's something 

wrong with our financing, remember the financing documents that 

exist behind the debtor's plan were negotiated at arms' length 

with the debtors. There are no sole discretion provisions. 

I'm going to paraphrase like Adam Schiff did, but it's an 

accurate paraphrase, their document says we'll put up financing 

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if in our discretion we want to. That's what theirs really 

says, and if Your Honor wants me to take you through it and 

show you the places --

THE COURT: No, no, I've looked at the documents

enough to know --

MR. BENNETT: Okay. 

THE COURT: -- that there's some outs there, but 

again, so what. They're --

MR. BENNETT: Okay. But then they shouldn't be 

criticizing what the financing that the debtors can deliver --

THE COURT: But you again --

MR. BENNETT: -- when they deliver better financing.

THE COURT: -- you and I both know the answer to the 

following question. If Mr. Stamer's plan is up for 

confirmation, aren't you going to raise an objection and make 

them prove feasibility?

MR. BENNETT: We absolutely are.

THE COURT: Okay. 

MR. BENNETT: And they're going to do the same with 

ours and that's when it happens.

THE COURT: Okay. 

MR. BENNETT: Okay. 

THE COURT: All right. 

MR. BENNETT: I want to also point out that there's 

other -- Mr. Stamer would like to say the only issue here is 

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the size of the claims, and of course that's not even close to 

right.

There's another issue which he wants to blow away too 

which is can reinstatement result in overpayment particularly 

where the plan has been engineered to turn all the unsecured 

debt into secured debt. That's another great discrete issue 

that Your Honor might want to consider separately. I'll send 

Mr. Stamer a letter, but that's a fundamental confirmation 

problem with their plan, and he sized it. I don't have to size 

it. It's a five billion dollar issue. That's it.

THE COURT: That reinstating and over secure overpays?

MR. BENNETT: Yes. 

THE COURT: Okay. 

MR. BENNETT: When reinstating loss making secured is 

overpayment that prohibited under the Bankruptcy Code. 

Valuation.

One of the absolutely tenants of everything a debtor 

has done, and that my clients buy into for obvious reasons is 

that if there's going to be any money raised pursuant to any 

plan it should be raised at the highest possible prices, or 

alternatively the lowest possible capital cost. That should be 

an absolute fundamental, that we're looking to -- that no 

matter what the claims are, we're in the business of value 

maximization.

So one of the things that would have to be proved 

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under their plan which Mr. Karotkin just suggested cannot be 

proved, and which is, of course, a factual issue as to which 

Your Honor would have to hear evidence and would be contested 

is whether or not the financing that if it became real from the 

bondholders was, in fact, financing, that was the highest and 

best chain obtainable, and that realized the debtor's true 

valuation. That's not a little issue; it's a big issue. 

Another issue --

THE COURT: That's just a restatement of the whole 

question and they -- are they taking it out of equity 

improperly?

MR. BENNETT: Exactly, Your Honor.

THE COURT: However you label it.

MR. BENNETT: Okay. There's another issue too which 

is -- and this comes out of -- Your Honor knows that this is a 

big deal in single asset real property cases, but it's also a 

big deal in this case. Who gets to make new investments? 

If a new investment is required of cash and the terms 

are the same, would it go to impaired creditors who want the 

opportunity to continue to maintain their investment or 

unimpaired creditors? 

When is the last time we were in bankruptcy court 

where an unimpaired creditor decided to take upon themselves to 

take an investment opportunity for themselves when there were 

other impaired creditors that might want the same opportunity? 

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There are multiple variations on this particular question. Mr. 

Harris is here to address a slightly different one. But this 

is another major issue with their plan which Mr. Stamer, of 

course, never talks about.

THE COURT: But again, you're acting like Mr. Stamer 

thinks that I should confirm his plan, and I think he has 

conceded that as long as there's this other plan, and maybe 

concede's a strong word, I certainly stated even if he had his 

plan all set to go until the debtor is out of luck or I'm 

prepared to say your time's up, debtor, we have to get to that 

point, don't we?

MR. BENNETT: Yes. Absolutely. 

THE COURT: And so we're -- so no matter what, we're 

still in the running.

MR. BENNETT: I make these points primarily because 

every time he stood up he says it's really simple, all we have 

is one question; the debtor's plan is more complicated. The 

fact is that's just not true. 

And, frankly, if Your Honor is ever again interested 

in addressing the schedule, what I would ask you to do is set a 

briefing schedule so both parties can lay out the confirmation 

issues, talk about what kind of process is really entailed.

THE COURT: Well, have we missed some? I mean --

MR. BENNETT: I've cut out the small ones, Your Honor, 

to focus on the hard -- what I regard as the hard ones.

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THE COURT: But I've been -- the invitation is there, 

not, perhaps, today, but to get the checklist of things that 

could be dealt with properly and sequentially out of order --

out of the traditional order.

MR. BENNETT: And I'm going to take that invitation.

THE COURT: Okay. 

MR. BENNETT: And I think the right way to do it as I 

said before, we'll write a letter to Mr. Stamer --

THE COURT: Good. 

MR. BENNETT: -- and we'll sort it out.

Now, I want to talk about some law.

We've been fencing around it --

THE COURT: Well, I'm going to stop you only by saying 

I welcome you're telling me about the law, but I'm not going to 

do anything today and -- except try to get to the 9019 motion.

MR. BENNETT: I understand that, Your Honor.

THE COURT: Okay. 

MR. BENNETT: But again, look, if status conferences 

get more bounded and other people don't blast into other 

irrelevant categories I don't feel it necessary to respond but 

it happens, so I feel it's required to respond.

Nobody managed to mention 1129(c). And 1129(c), of 

course, is the only provision equity in the statute that 

addresses of what the Court's supposed to do with multiple 

plans. And I think you've paraphrased it --

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THE COURT: I mentioned it before.

MR. BENNETT: -- accurately -- yes, you paraphrased it 

accurately which is when there are multiple plans you're 

supposed -- your first job is to figure out how many are 

confirmable, and then after you've decided as to however 

many -- okay, here, we're talking about two -- then there's the 

issue of preferences expressed through the voting.

THE COURT: Right.

MR. BENNETT: And that could get very complicated 

here.

THE COURT: And then the statute tells me what to do 

if they're both accepted.

MR. BENNETT: Exactly. But you can't read 1129(c) to 

say oh, but one plan can race past the other because of a 

procedural advantage. That's not what it says. That's not how 

it would be interpreted, I don't think, in any court. And so 

it provides a very strong guide to keeping everything on the 

same track which as Mr. Karotkin correctly stated was -- and I 

think -- don't think it was just once, was what was advertised 

when Your Honor was urged to terminate exclusivity. 

THE COURT: Well, I didn't give you any reason to 

believe that I'm going to depart from that, am I? I mean, I 

might have --

MR. BENNETT: No, you --

THE COURT: -- I might have disappointed you by 

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breaking exclusivity, but I haven't said that the debtor isn't 

still in the game with this plan. 

MR. BENNETT: Your Honor, I'm just responding to --

THE COURT: Okay. 

MR. BENNETT: -- to something that was urged upon you 

with a great deal of spirit and, frankly, volume a little bit 

earlier today. 

THE COURT: Now, I ask that we calm this down. Okay. 

I'm going to conclude the discussion of plan scheduling, 

because I told you I'm not going to --

MS. DUMAS: No, Your Honor. Very briefly.

THE COURT: Ms. Dumas. 

MR. FELDMAN: Your Honor, I need thirty seconds, 

because there's one issue that nobody's raised and I think it's 

relative, Your Honor. 

THE COURT: You go first, sir. Thirty seconds. And 

then Ms. Dumas, and then Mr. Harris, and then we're going to go 

to the 510 -- I mean the 9019 --

MR. FELDMAN: For the record, Your Honor, Matthew

Feldman on behalf of the ad committee of subrogation holders.

THE COURT: I thought you were here, Mr. Feldman.

MR. FELDMAN: Your Honor, obviously, if the Court had 

done today in a different order, I might not need to rise, but 

if the Court is not inclined to approve the RSA and the made 

whole -- I'm sorry, and the settlement, the 9019 settlement 

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with my clients, we absolutely will need estimation and we will 

roll right into estimation -- 

THE COURT: Well, I didn't say --

MR. FELDMAN: -- as is contemplated.

THE COURT: I mean, my choices aren't just to approve 

it or disapprove it, are they? 

MR. FELDMAN: I --

THE COURT: I mean, here, in the last twenty-four 

hours, I got two letters from you and a supplement and a 

thirty-five page brief, and it might well be that it needs to 

be tied up into one concise document.

MR. FELDMAN: Understood, Your Honor.

THE COURT: Okay. 

MR. FELDMAN: But as you go back and think about 

schedule, the idea that no one would have to estimate as 

posited by Mr. Stamer may turn out to not be correct.

THE COURT: Okay.

MR. FELDMAN: This is not just about the IPs. Thank 

you. 

THE COURT: Got it. Thank you. 

Ms. Dumas. 

MS. DUMAS: Thank you, Your Honor. Very briefly. 

Many, many excellent points with respect to the 

Bankruptcy Code have been made and how the cases should proceed 

with which we concur. 

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I'm going to make one practical observation, only 

because the constituent that we represent is the involuntary 

creditors, and to explain to the Court the practical reasons 

why we endorsed a fast-track approach, whether it's the 

bondholder plan, which happens to be the only fast-track 

approach available, or a different plan, and that is the 

following: we have thousands of constituents, and we 

understand that there are a range of outcomes, litigation 

outcomes. So for example, if Judge Donato were to give an 

estimate of tort claims of, say -- I'm just going to use, by 

example, twenty-five billion -- then we, the TCC, most likely 

will not be able to convince all those people who are very 

energetic about their rights, plaintiffs, to not force breaking 

solvency because --

THE COURT: To not do what?

MS. DUMAS: Not force breaking solvency because if 

Judge Donato's estimate --

THE COURT: I know.

MS. DUMAS: I'm going to walk through this. I may say 

it wrong, but --

THE COURT: I'm having a little trouble following your 

theory, but --

MS. DUMAS: Yeah, so --

THE COURT: Okay.

MS. DUMAS: So right now, we think the break point of 

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solvency is this 25.5 billion compromise; that's why we called 

it a compromise. 25.5 meaning the amount that's available for 

tort claimants. So 11 billion to subro, 1 billion to the 

settling PEs, 13.5 billion to victims and the state and federal 

agencies which, by the way, they just filed 6-1/2 billion, so

of the 13.5, the United States and the state just filed claims 

for 6.5 billion of that. So the hurdle isn't quite so high.

But anyway, to my point, because the TCC is concerned 

about both ranges. To my point, let's just say hypothetically 

that it's twenty-five billion that Judge Donato says. I 

estimate for victim claims because I'm a believer in punitive 

damages, or I'm a believer in the emotional distress claims; 

for whatever reason. There are many of these involuntary 

creditors who will say, I'm not going to stand back and take 

the TCC's recommendation that I let everybody else get paid in 

full. We're going to change the case entirely. We're going to 

put our number in there and everybody else is going to have to 

take their sixty cents on the dollar which will then trigger 

the domino effect of every single affected creditor in the 

case.

THE COURT: I'm not following you. I mean, how does 

this happen? Meaning they vote against the plan? Vote against 

your plan? I mean, I guess that's --

MS. DUMAS: Yes, exactly.

THE COURT: I'm trying to describe --

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MS. DUMAS: Yeah, sure. Yes.

THE COURT: -- figure out where you're going with 

this. 

MS. DUMAS: They -- yes. They vote against -- if 

there's a high estimation --

THE COURT: By what the majority is.

MS. DUMAS: -- they vote against the plan. 

THE COURT: Okay.

MS. DUMAS: That's right. On the other side -- and 

demand, because --

THE COURT: Well, excuse me. If they vote against the 

plan then, unless there's some other theory, that plan is dead, 

right? 

MS. DUMAS: Well, yes. And here's the thing, though. 

This is a dictate of -- I could be speaking about a bondholder 

plan or a debtor plan right now.

THE COURT: Right.

MS. DUMAS: What I'm trying to talk about is the 

practicalities of compromise. So I'm talking about the high 

side --

THE COURT: Okay.

MS. DUMAS: -- that a number big enough to render the 

debtor insolvent, that makes this a three- to five-year case, 

not a seventeen-month case. Just in our view. We're trying to 

avoid that by confining ourselves --

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THE COURT: No, I mean, we all are.

MS. DUMAS: -- to the distributed value.

THE COURT: I mean, I think we've been --

MS. DUMAS: Yeah.

THE COURT: -- talking about that for ten months.

MS. DUMAS: Right. Absolutely. But so let me -- this 

is why we're talking about -- we're being practical; we're 

trying to talk about compromise. Let's go to the other end. 

I think what the debtors and the equity security 

holders are validly relying on as a big swing in the numbers is 

the Tubbs trial. The Tubbs trial is a large component of all 

tort claims. 

So I'm going to do another hypothetical, and Mr. 

Baghdati (phonetic) over here is going to shriek, but I'm going 

to do a hypothetical that the plaintiffs in Tubbs get defensed, 

right, so that there are no victim claims allowable whose 

injuries come out of Tubbs. In that scenario --

THE COURT: And no insurance company claims, either. 

Right?

MS. DUMAS: Which brings me back to the point, is how 

can you approve the eleven billion right now because forty 

percent of all insurance claims are derived from Tubbs. And 

I'm not trying to pick a fight with anybody right now, but it 

looks --

THE COURT: Well, it sounds like you're arguing 

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against the motion.

MS. DUMAS: No, no, no. I'm just doing hypotheticals. 

But there may be a hypothetical where if Tubbs goes to a 

defense on all the claims, then there will be people who 

validly raise the point that the insurance companies are then 

getting 105 cents on the dollar on their payments because of 

the amount of the eleven billion. So this is -- again, I'm 

just telling you what we're trying to do to hold the center. 

To use, holding the center of a compromise of 25.5 

billion going to all tort claimants is really -- the debtors 

could do the same thing today. They have chosen not to for 

their own reason; that's totally fine. But the point is that 

it's more risky for this case not to meet AB 1054, in our view, 

if Tubbs goes and if Judge Donato goes. And we view it as a --

we literally view it as a compromise, not a money-grab.

THE COURT: Well, Ms. Dumas, I'm having trouble only 

not understanding --

MS. DUMAS: Yeah.

THE COURT: -- your words, but where you're going with 

the argument now. I thought -- I'm just talking about 

scheduling.

MS. DUMAS: Yes. You're talking about scheduling --

THE COURT: So what do you -- what it is it you want?

MS. DUMAS: -- and I felt the need --

THE COURT: What do you want me to do? 

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MS. DUMAS: So I felt --

THE COURT: I mean, it sound it sounds like you're 

arguing about why I should deny the 9019 motion, which is --

you're entitled.

MS. DUMAS: Oh, yeah, we --

THE COURT: You've made that in your papers, and --

MS. DUMAS: Yeah.

THE COURT: But what --

MS. DUMAS: No, that's Mr. Julian's terrain. 

THE COURT: So what --

MS. DUMAS: What I'm saying is, I'm describing for the 

Court what I think is the very valid reason in a sui generis 

case why the tort committee signed on to a fast-track 

compromise.

THE COURT: I didn't question it. But that doesn't 

mean I'm going to have a confirmation hearing next week, 

either, for all the reasons you heard. But -- so I mean --

MS. DUMAS: So --

THE COURT: -- is this your pitch to have me schedule 

the confirmation hearing on your plan? I'm not prepared to do 

that.

MS. DUMAS: I --

THE COURT: I'm not saying I won't do something. I 

haven't been able to process it all.

MS. DUMAS: Yeah. No, I understand that --

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THE COURT: This is fast-moving for me as well as for 

all of you.

MS. DUMAS: Yeah.

THE COURT: So --

MS. DUMAS: And we do understand that the -- we do 

understand the Bankruptcy Code.

THE COURT: Well, I know you do.

MS. DUMAS: We do understand parallel tracking of 

plans that are both confirmable. But the trouble we have, the 

real problem we have, which is an actual meaningful problem, is 

this 8.4 cap, which is actually a 6.9 billion dollar cap. And 

for the debtors to -- again, for the debtors to stand up and 

say, you have to be capped at 8.4 billion when the public 

entities just filed 6-1/2 billion --

THE COURT: I don't know what to make -- why are you 

saying this? We are not here deciding to confirm or deny 

confirmation of the debtors' plan, and -- any more than I'm 

here to confirm or deny confirmation of the plan that you 

support. So I know these things, but therefore, what do you 

want me to do today?

MS. DUMAS: Well --

THE COURT: I know you feel strongly about the cap. 

You also told me at the last hearing, if they went up six 

billion, you would be happy as a clam.

MS. DUMAS: Well, we --

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THE COURT: So I know that.

MS. DUMAS: Yeah, we also --

THE COURT: Okay?

MS. DUMAS: -- I mean, we also -- again, we're not 

trying to be unfair. We're not trying to deprive people of 

rights. We are trying to keep this, in our view, this whole 

bankruptcy case, on a track that it even can get confirmed.

THE COURT: And Ms. Dumas, if I thought that by 

delaying consideration of your side's plan would imperil it, I 

perhaps would --

MS. DUMAS: Yeah.

THE COURT: -- think differently. But I believe that 

your plan, and Mr. Stamer's summary of it, is a plan that he 

wants confirmed, but he isn't saying if I don't confirm it by 

next week he's walking. And if I don't confirm it until next 

spring, he's still going to be happy if his plan gets -- his 

clients' plans get confirmed.

MS. DUMAS: Yeah. I --

THE COURT: So all we're talking about is scheduling. 

And at the moment there are -- and you personally, and your 

clients, were very influential in persuading me to change my 

position and allow the plan. But that doesn't mean I'm dumping 

the debtors' plan in the trash can, and it does get back to the 

point that I've tried to stick with since then, that there are 

two plans, that neither one is perfect yet and neither one is 

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confirmable yet, but both are potentially confirmable. And 

yes, there are all these unknowns: there's Judge Donato's 

ruling, and the Tubbs trial, and these legal issues maybe are 

not plan breakers, but they're plan influencers. And we're 

going to get there --

MS. DUMAS: Um-hum.

THE COURT: -- in my opinion; I hope. 

MS. DUMAS: Yeah.

THE COURT: And I would be disappointed, as I'm sure 

your clients and you would be devastated, if there's no plan. 

But at the moment, I'm still of the view that there are two 

plans to keep on --

MS. DUMAS: Yeah.

THE COURT: -- a track. And we can debate, and will 

debate at a later point, how that track should be played out. 

But let's leave it at that --

MS. DUMAS: Yeah.

THE COURT: -- for now because I'm telling you, I'm 

not going to make a ruling on the scheduling today.

MS. DUMAS: Yeah. Understood, Your Honor.

THE COURT: Okay.

MS. DUMAS: I think you -- I'll just boil down my 

final comment, which is really -- you stated it much better 

than I did. I think where I'm coming down is that the TCC, 

having the most exposure to this unruly and large class of 

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claimants, the TCC actually believes that it may imperil the 

plan confirmation process if we have to go to the Tubbs trial, 

if we have to go to confirmation. Because either way, it's 

going to be very difficult to -- unless there is a compromise. 

And I've said this to everybody in the room. I mean, it's --

but unless there's a compromise, we're not going to be able to 

get a plan. We're not going to be able to get a plan confirmed 

politically over the objection of the tort claimants, and the 

TCC isn't going to be able to persuade the tort claimants that 

a compromise works if Judge Donato goes with Mr. Julian, or 

vice versa. Or vice versa, that's my point.

THE COURT: Okay.

MS. DUMAS: Thank you, Your Honor.

THE COURT: Thanks. 

Mr. Harris? And then I'm going to -- you're the last 

speaker on the plan issue, and then we're going to talk about 

the 9019 motion.

MR. HARRIS: Thank you, Your Honor. Adam Harris from 

Schulte Roth & Zabel on behalf of PointState Capital, 

Centerbridge Partners, Anchorage Capital Group, Silver Point, 

and Fidelity Management and Research. 

Your Honor, I don't want to unnecessarily prolong this 

morning's discussion, but Your Honor did ask a question to Mr. 

Karotkin first and then several others who followed him, I 

believe it was two and a half hours ago.

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THE COURT: Whatever.

MR. HARRIS: Whatever.

THE COURT: Seemed like just moments ago, right?

MR. HARRIS: Exactly. About the context of trying to 

identify those predicate issues that will bear on confirmation 

and whether there were others beyond the post-petition 

interests and the make whole --

THE COURT: And Mr. Bennett --

MR. HARRIS: -- and Mr. Bennett. 

THE COURT: -- is going to suggest some, too. 

MR. HARRIS: And Mr. Bennett now has raised a couple. 

And I'm here to say that there are, in our view, at least two 

others that should be addressed.

THE COURT: Okay.

MR. HARRIS: And like Mr. Bennett, Your Honor, I will 

deal with Mr. Stamer through correspondence to see if we can 

come up with a timetable --

THE COURT: Do you want to give me a clue, or the 

top --

MR. HARRIS: Well, I'm happy to preview them for Your 

Honor. The first is an issue under the TCC ad hoc plan that 

comes up under Section 1123(a)(4) of the Bankruptcy Code, Your 

Honor, which requires that creditors in the same class receive 

similar treatment --

THE COURT: Um-hum.

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MR. HARRIS: -- with respect to their claims.

As Your Honor knows, then, under the terms of the TCC 

ad hoc committee plan, in addition to getting the treatment 

afforded to utility bond holders in Class 5b and 6b (phonetic), 

the commitment parties and certain members of the ad hoc 

committee will also have the sole and exclusive opportunity to 

participate in the new holdco equity investment, the new 

unsecured bond investment, to backstop the new utility secured 

bonds, as well as to earn 670 million dollars of commitment 

fees. Your Honor, our view is those are distributions on 

account of their claims, that they put them in a different 

treatment category than everybody else, that they were in the 

room and uniquely positioned because of their creditor status 

to effectively negotiate, to take that for themselves, and that 

that constitutes a clear violation of 1123(a)(4).

Now, that argument, Your Honor, I'm sure will be met 

by Mr. Stamer telling me that these particular groups of 

creditors should be viewed no differently than any other thirdparty investor who is willing to make financing available to 

the company in order to facilitate an exit. I would suggest to 

Your Honor that the terms of the plan, the terms of the 

financing letters, the conditions of the plan that require that 

this financing be accepted all would speak differently to what 

the outcome should be and that there is a -- as the Court would 

say, a causal relationship between the opportunities afforded 

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to them, and then exclusively in relation to their existing 

bondholders.

THE COURT: Okay. That's a preview, right?

MR. HARRIS: Right.

THE COURT: And it seems to me that if you can work 

out a stipulation to tee it up, it sounds like a legal 

question.

MR. HARRIS: Right.

THE COURT: Okay.

MR. HARRIS: And part of it is a factual question, 

Your Honor, with respect to the issue of causal relationship, 

but we'll address that with Mr. Stamer and see if we can come 

up with a schedule for addressing that.

THE COURT: Okay. And the second one?

MR. HARRIS: The second part, Your Honor, actually 

arises based upon, in my view, the response that I think we're 

likely to get to this which, as I said, is we should be treated 

and viewed as traditional third-party financing sources here, 

typical of what you would see in any other case. And Your 

Honor, assuming we could suspend reality for a second and 

actually buy into that, let's take that on its face. Let's say 

that they should be viewed as actual third parties. 

Well, in what case, Your Honor, has a actual thirdparty financing source ever been able to walk into a debtor and 

say, here are the terms of my financing, and take it, and you 

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have no opportunity to go out and test it in the capital 

markets to determine whether it is, in fact, the best 

opportunity, best terms available for the circumstances of your 

particular plan. There is no market test capabilities. 

They're not backstop commitments. These are absolute, mandated 

investments that the plan, as I said, requires be in place and 

consummated in order for their plan to go effective. 

There's no fiduciary out which would be typical in any 

circumstance like this if somebody were simply to come across 

the transom and offer the company financing the funds for the 

same amount of money on better terms. There's no opportunity. 

Honestly, Your Honor, it's because there's no fiduciary on 

their side in this particular plan looking out for the 

interests of the estate and other creditors, which is what left 

us in the position we're in right now. 

And it requires, Your Honor, that Your Honor approve 

all of this. So as it relates to that aspect of it, not only 

do we have an 1123(a)(4) problem; we think there's a 

significant problem under 1129(a)(3) and 363 of the Code 

because when it comes before Your Honor and they have to put on 

a case in proof to provide Your Honor with the basis upon which 

you're going to approve all of this, somebody's going to have 

to get up and say this is an exercise of reasonable business 

judgment; this was designed in order to maximize the value of 

the estate for the benefit of all parties-in-interest. And we 

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think the factual predicate for that is going to be difficult 

if not impossible to make in light of the fact that there's 

been no market test, and particularly in light of the evidence 

which we think the debtors have alluded to this morning 

regarding the capital markets being open and available on terms 

materially better.

THE COURT: Well, but doesn't that -- doesn't that 

self-correct if there are competing plans and they're up for 

confirmation?

MR. HARRIS: If there are competing plans.

THE COURT: Well, there are competing plans at the 

moment.

MR. HARRIS: Well, but --

THE COURT: They're not ready to go yet. 

MR. HARRIS: So let me just --

THE COURT: Aren't they -- well.

MR. HARRIS: Yeah, I agree. It may be selfcorrecting, Your Honor. And obviously, if the debtors' plan 

goes forward, these issues may be -- would be, moot. But the 

issue really came up, Your Honor, in light of the decision to 

terminate exclusivity. When --

THE COURT: Well, of course. That goes without 

saying.

MR. HARRIS: Well, I know, but then my clients, who 

honestly have written commitment letters to support the 

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debtors' plan and underwrite that, have now been put into a 

position where they have to evaluate where they stand vis-à-vis 

other constituencies in the event that the TCC ad hoc committee 

plan gets legs, goes forward. Were Your Honor to give it 

primacy, with respect to -- and I'm not saying you are or 

aren't, but these are the things that have now come to light 

that we've been forced to kind of grapple with. And again, 

they're not up for decision today.

THE COURT: Well, see, you're using words like "forced 

to". I mean, isn't that the natural consequence if -- I mean, 

you can say, well, the judge screwed up by breaking 

exclusivity; well, okay. But there is a competing plan, and 

that plan is here with all its warts. And if you have an 

attack and can show it's uncons -- wrong word, unconfirmable. 

Unconstitutional probably would work, too, but unconfirmable --

then you will get rid of that plan, right? I guess I'm saying, 

therefore, what am I supposed to do now?

MR. HARRIS: Yeah.

THE COURT: To the extent you identify an issue, 

that's helpful. But yeah.

MR. HARRIS: Yeah. I think, Your Honor, I'm simply 

reacting to your question earlier on. And I guess there are 

circumstances, hypotheticals that various people have come up 

with, under which the plan that would be going to confirmation 

or for Your Honor's consideration, in terms of two confirmable 

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plans, would be the -- let me back up.

There are circumstances one could hypothesize under 

which the TCC ad hoc committee plan is the only plan going 

forward.

THE COURT: Correct.

MR. HARRIS: Okay.

THE COURT: And if that was --

MR. HARRIS: And if that were to occur, the issues 

that I'm talking about right now would be front and center, in 

terms of its confirmability.

THE COURT: Right.

MR. HARRIS: So when you asked the question earlier on 

this morning -- are there issues that we should be addressing 

in advance of a confirmation hearing that could be resolved and 

allow us to get to a confirmation hearing more easily, should 

that occur -- these are two that my clients believe should be 

on that list.

THE COURT: No, I'm -- this is another way of saying 

I'm glad you identified them. And to me, it is -- we're 

stretching out the confirmation on a linear way to address and 

vet and test, at least from my point of view, the validity or 

invalidity of these provisions. And so you've identified a 

couple, and that's great.

MR. HARRIS: Great.

THE COURT: I mean, I hope you do it. And to the 

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extent that it can lend itself to a discrete legal challenge, 

that's fine. If we have to wait, and it becomes part of the 

confirmation objection that might be filed in a more 

traditional schedule, that would be fine, too. 

So I will leave it at encouraging you to see if you 

can get a consensus on how to tee it up ahead of time, okay?

MR. HARRIS: We're happy to do that, Your Honor.

THE COURT: Okay.

MR. HARRIS: Thank you very much for the time.

THE COURT: Okay. Mr. Stamer, I --

MR. STAMER: Really short, Your Honor.

THE COURT: We'll never get to the motion if you keep 

coming back.

MR. STAMER: I think this is actually probably a 

pretty good segue to the motion, if you just give me a couple 

of minutes. Again, for the record, Mike Stamer --

THE COURT: Yes, sir.

MR. STAMER: -- from Akin Gump, on behalf of the ad 

hoc noteholder committee. 

I'll start with where Mr. Harris ended. Our plan's 

not perfect, and we're happy to talk to people and the Court as 

we move forward to try to resolve open issues. But I think you 

need to understand who Mr. Harris represents. He represents 

four institutions, all of whom sit on Mr. Bennett's committee. 

THE COURT: Okay.

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MR. STAMER: So he talks about being a splinter 

bondholder group; they're actually on the equity committee and 

they have written commitments to fund the equity plan. So what 

they're looking to do -- this is the ultimate hedge. And it's 

also -- it's offensive, as well because they want to be able to 

participate in our plan if they lose. 

And oh, by the way, they're making the argument that 

the distributions are being made on account of our claims? 

That's not -- they're not making that as a bondholder. Because 

if that's the case, we're getting paid more than in full. The 

financing we're providing, Your Honor, is new money, not on 

account of our claims. And if we made it available to all 

unsecured creditors or all bondholders, they would argue --

these same clients in Mr. Bennett's group, would argue, you're 

getting paid more than hundred cents.

THE COURT: But now you're arguing the merits.

MR. STAMER: I'm sorry. Okay.

THE COURT: That's the merits.

MR. STAMER: You're right. You're right.

THE COURT: Okay.

MR. STAMER: So the only other issue is, it relates to 

Mr. Karotkin's very strong statement that you can't take 

estimation away. You have to estimate. You have to estimate. 

We completely disagree. We think, actually, under 

502(c) you no longer have to estimate the claims because under 

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our plan, the liquidation of these claims will not unduly delay 

these proceedings. That's number one.

And number two, Mr. Feldman got up and said, if you 

don't approve my settlement, then you need to estimate me. So 

on the one hand, they're saying you have to estimate the tort 

claims, and on -- the next thing on the calendar, they are not 

estimating the subrogation claims and they're settling, which 

is exactly what we're doing with respect to the torts. 

So Your Honor, I'm --

THE COURT: But you don't disagree, do you? The 

valuation issue, whether we call it estimation or valuation, 

it's the same inquiry, isn't it?

MR. STAMER: It is. 

THE COURT: Yeah.

MR. STAMER: The answer is, it's a different name. 

From your perspective, you do not need to do a bottoms up, full 

analysis, for purposes --

THE COURT: No, I understand.

MR. STAMER: -- of capping individual plaintiffs' 

claims. You need to make a decision that the settlement is 

reasonable and that's it's fair and equitable, that it doesn't 

overpay the torts. And we can talk about the best way and the 

most efficient way to do that, but the reference to withdrawal 

of the reference -- the district court didn't withdraw your 

jurisdiction over 1129(b).

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THE COURT: I know.

MR. STAMER: Okay.

THE COURT: I'm the one that made the recommendation, 

remember?

MR. STAMER: We understand. Yeah, I do. Very well.

THE COURT: Judge Donato wasn't just sitting around 

one day and saying, I think I'll take something away from 

Montali. I'm the one that said, I have to, and he did. So 

anyway, okay. 

We're going to move to the motion.

MR. STAMER: Thank you, Your Honor.

THE COURT: Thank you, Mr. Stamer.

All right. A couple of opening comments on the 

motion. First of all, I appreciate that a lot of progress has 

been made in the last few days. And again, I can't even keep 

up with all the progress being made. And to the extent that 

the debtor, on the one hand, and various parties, the 

government agencies and others have, when they've been able to 

narrow issues, that's helpful. 

I still, however, find that what's unhelpful is to 

have and to think about that I would, under any circumstances, 

figure out a way to approve what appears to be at least three 

separate documents and a term sheet and two letters from 

counsel yesterday, in the last couple days, and a proposed 

order that's fifteen pages long. And I don't know how anybody 

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could possibly understand what the deal is. 

So I'm kind of struggling with why can't there be, 

first of all, a discussion with any pending challenges. 

Certainly, the TCC has objected on subordination issues, and 

some of the other objections go to very specific things, but at 

the end of the day, it seems to me that the better way to deal 

with this would be to restate the RSA and not have a separate 

term sheet that is supposed to -- which probably gives way to 

the RSA if there's an inconsistency, and then have two letters 

from Mr. Feldman, and then have a proposed order. It all is 

almost incomprehensible.

So I'm -- and this really is the -- I believe Mr. Troy 

made the objection from the federal government's point of view 

that it's just almost too hard to sort out the words. It's not 

that we can't read it; it's that you need a road map to figure 

out what the deal is. 

So that's a long way of saying I would much prefer, if 

I am persuaded to grant the debtors' motion, to grant it in a 

restated format so that it could be in one document. 

Now, I understand that the subrogation group have lots 

of members and banks and all over the country, and it's not 

easy to round up all the cats and get them back online again, 

but it seems to me that having a comprehensive document that 

would put in one, four-cornered place what the ground rules 

are, would be much more constructive. 

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So I'll be open to what people want to say about that, 

and I will then ask Mr. Karotkin to go ahead and tell me --

you're going to do this, aren't you? Where we are and where 

you think -- what objections you still need to have me rule on? 

Because it seems to me, a number of them, as you say, have been 

resolved by your own representations. Is that clear? Say yes.

MR. KAROTKIN: May I take the Fifth? 

I think, Your Honor, that it is not quite as 

complicated as you think. I think that with respect to the RSA 

and the settlement agreement, the terms are not that 

complicated. And I think that Mr. Feldman's letter, which is 

attached to his responsive pleading -- to which, by the way, 

the debtors concur -- has resolved most of the objections, and 

I think that with respect to the objections raised by Mr. Troy 

and others as to whether or not they are included within the 

definition of subrogation claimants, I think that's pretty 

easy. 

THE COURT: That's resolved, right?

MR. KAROTKIN: That's been resolved. 

THE COURT: Yeah. Okay.

MR. KAROTKIN: And I think to the extent the U.S. 

Trustee had some objections with respect to --

THE COURT: Well, the U.S. Trustee never even filed 

anything --

MR. KAROTKIN: No.

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THE COURT: -- that I'm aware of. So I don't think 

the U.S. --

MR. KAROTKIN: No. The U.S. Trustee had raised some 

issues with us --

THE COURT: Right.

MR. KAROTKIN: -- as to fees and how those would be 

addressed. I think that we have resolved those as well.

THE COURT: Right.

MR. KAROTKIN: So I think that what is left for the 

Court to consider, and I think that we tried to set this forth 

in our reply pleading, is the issue raised by the TCC with 

respect to the made whole.

THE COURT: Yeah. But you realize that I got some, 

like, sixty pages of argument late Monday evening. I mean, I 

just -- I can only process so much. And I didn't mean to imply 

that I couldn't understand it; I'm saying that Mr. Troy's 

objection originally just points out inconsistencies. And 

maybe you could -- maybe it's completely consistent to you, but 

I don't -- I couldn't do a diagram of -- outline in one outline 

the RSA and the settlement agreement and the term sheet and 

then the proposed order and then the two letters from Mr. 

Feldman. It's all one bundle --

MR. KAROTKIN: Well --

THE COURT: -- of stuff, right?

MR. KAROTKIN: Yes.

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THE COURT: It's not rocket science; it just needs to 

be clear so somebody knows what the deal is.

MR. KAROTKIN: Well, I'm not exactly sure what you're 

suggesting that we should do.

THE COURT: Just restate. Like frequently you will 

restate in a plan or restate in an agreement.

MR. KAROTKIN: Okay.

THE COURT: A restatement of what the relation -- what 

the consideration, and the tradeoff, and what's being done. I 

mean, again, there may be some other people that want to be 

heard and convince me that I should kill the whole thing, but 

I'm inclined to think that you've made your case. But that's 

really what I think is -- I mean, Mr. Karotkin, I don't know 

how somebody who isn't completely educated in all of these 

special areas would understand this conglomeration of 

documents, if we just gave it to someone and said, here, try to 

figure this out. And if you had one restated RSA, then you 

would do it. And then you don't even need a separate motion. 

The motion approves the RSA, right?

MR. KAROTKIN: Well, we certainly could do that. I 

think it would be --

THE COURT: Well, is it a problem?

MR. KAROTKIN: Pardon me?

THE COURT: Is it a problem? I mean, Mr. Feldman, is 

it a problem for your --

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MR. KAROTKIN: I don't think it's a problem. Mr. 

Feldman's here, and he can address it as well. I don't think 

it's a problem. I think that to the extent there are 

outstanding objections, you could address them today and we 

could submit a restated RSA that clearly sets forth the 

agreement.

THE COURT: No, I think the point -- but I think the 

point -- maybe it was Mr. Feldman's submission and not yours, 

but one of them -- again, I started this segment by 

complimenting the parties for making so many -- such progress. 

But I said -- you even said, the final something would be there 

for people to look at, right? 

Mr. Feldman, is this --

MR. KAROTKIN: And I think that what is reflected in 

the revised order I think addresses those particular issues.

THE COURT: Yeah, but that's my point. When the 

revised order starts to be the most important document, then it 

gets a little too much -- too confusing, to me. 

Mr. Feldman, you don't have -- is this a problem?

MR. FELDMAN: No. It's not a problem at all, Your 

Honor. But I want to just go back slightly, just so we 

understand how we got here and what it is we are asking the 

Court to approve today. 

When we did the RSA, Your Honor, the company had not 

yet filed a plan. So there was a term sheet --

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THE COURT: Right.

MR. FELDMAN: -- for the plan that was attached to the 

RSA.

THE COURT: No, I know. I'm a fan of term sheets, so.

MR. FELDMAN: The plan is now on file, and obviously 

takes care of -- it reflects the term sheet, supersedes it.

THE COURT: But there's already changes to it. 

MR. FELDMAN: Let me address that as well. 

Some of the objectors raise what we think are very 

legitimate points that pointed out things that were not 

intended --

THE COURT: Right.

MR. FELDMAN: -- as part of the business deal.

THE COURT: Right.

MR. FELDMAN: And so we did put together a letter that 

attempts to address those, to the extent we were willing to 

address them. That has to now get memorialized in a modified 

plan that has to be filed by the company because it goes to 

things like releases, et cetera.

THE COURT: Back to releases, yeah.

MR. FELDMAN: Yeah.

THE COURT: I mean, certainly the releases.

MR. FELDMAN: Yes. So we think that makes complete 

sense, Your Honor. We should file -- we should create an 

updated RSA and attach what will ultimately become the modified 

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plan to it and ask the Court to approve that. 

But what hasn't changed and what really needs to be 

done today, Your Honor, would be for the Court to consider the 

allowance of the claim at eleven billion dollars, which is 

really core to what we're asking for.

THE COURT: Right.

MR. FELDMAN: All of the other issues, frankly, are 

really -- go to confirmation issues, in the sense that -- and I 

don't think they're --

THE COURT: No, they do. I agree with you. 

MR. FELDMAN: I don't think they're stand-alone 

issues --

THE COURT: I mean, look.

MR. FELDMAN: -- we ought to be briefing, so.

THE COURT: Let's try a simple case. In a simple 

case, which we -- number one, this isn't a simple case. In a 

simple case, a trustee would come in and say, I just settled 

with this creditor here, and I'm going to pay him eleven 

dollars. And the creditors say, yeah, I really have a claim 

for twenty, but we're settling for eleven dollars. And you'd 

have a simple agreement that says trustee pays eleven dollars 

to creditor, who waives any other claim, period. And that's 

what you're doing. And whether it's under the ANC Properties 

(sic) principle of 9019 -- I mean, to me, that's what was 

confusing is are there two motions or one? And I think that 

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was Mr. Troy's argument. 

So if under 9019 the debtor says I would like to 

compromise with this group called the subrogation claimant, and 

I'm doing it by virtue of this document, called an RSA, and the 

RSA must, necessarily, be consistent with the plan, then I 

would say, fine. That motion is evaluated under the -- you 

know, the ANC test, and again, if objections are still liable, 

they're overruled, and you approve it.

And then when our grandchildren are trying to figure 

out what we do, they don't go back and say, where's that letter 

from Mr. Feldman that was Exhibit B to the brief that Mr. 

Karotkin filed the night before the hearing? You have an 

operative document that does it.

MR. FELDMAN: Yes. 

THE COURT: That's all.

MR. FELDMAN: And we will, Your Honor, create an 

operative document --

THE COURT: Okay.

MR. FELDMAN: -- subject to this Court's ruling. I 

don't think it's a difficult thing to do. And again, we are 

asking that the Court approve the settlement under 9019 under 

the applicable test in the Ninth Circuit, the ANC case.

THE COURT: Right.

MR. FELDMAN: And we are asking the Court to authorize 

the debtors to enter into an RSA, which has benefits for my 

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clients --

THE COURT: Of course.

MR. FELDMAN: -- and benefits for the debtors. To the 

extent that part of that RSA requires the company to propose a 

plan that has provisions people don't like, we're going to hear 

a lot about those provisions today, but I would argue 

vociferously, Your Honor, that we ought to address those at an 

appropriate time. It shouldn't prevent the settlement and it 

shouldn't prevent the RSA.

THE COURT: But there are a couple questions, and I'm 

not even sure -- I mean, I tried to keep track of all the 

objectors so I could remember to call on them if they're still 

viable, but I have a couple of my own that you can, perhaps, 

dispel. And that is, there's no theory under which you end up 

with an admin claim of eleven billion dollars, is there?

MR. FELDMAN: There is no theory under which --

THE COURT: Any theory?

MR. FELDMAN: -- I wind up with an admin claim of 

eleven billion dollars.

THE COURT: I mean, somebody made that argument, and I 

went, this couldn't possibly be right.

MR. FELDMAN: But this is the law of unintended 

consequences. We didn't say we don't wind up with an eleven 

billion dollar admin claim, and there is an ambiguity about 

what would happen if the company turned out to be insolvent and 

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we had an eleven billion dollar claim, or are we asking to 

still be paid eleven billion in cash? And we've said and 

addressed that in the letter --

THE COURT: You addressed that in the letter.

MR. FELDMAN: -- which we will --

THE COURT: That's right.

MR. FELDMAN: -- address in the plan.

THE COURT: Right. 

MR. FELDMAN: But that is, in fact, not the case.

THE COURT: And the other issue -- well, that. You 

just said it. If the plan is -- well, if a competing plan is 

confirmed, you have your eleven billion dollar claim that's 

approved under 9019. Leaving aside whether it's the same 

amount that's in the other plan, that's not the point. There 

could be a third plan that had something else, but you've got 

yourself -- you "take to the bank" an eleven billion dollar 

settlement amount.

MR. FELDMAN: Correct.

THE COURT: With the good side and the bad side.

MR. FELDMAN: Correct.

THE COURT: Okay.

MR. FELDMAN: We'll take the risk on Tubbs turning 

into a homerun, as Ms. Dumas suggested, and the company has 

decided they'll take the risk that they win Tubbs and are 

potentially paying us at a high number.

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THE COURT: Well, that's right. And they may be 

paying you more than they might have paid you if you hadn't 

made the settlement.

MR. FELDMAN: They might.

THE COURT: That's the nature of the settlement.

MR. FELDMAN: But it will not be more -- it will not 

be more than hundred cents on the dollar, and we certainly will 

demonstrate that in conjunction with confirmation, if we ever 

get to that point.

THE COURT: And you still adhere to the conception, 

not one of your opponents, that you have an impaired claim. 

And presumably will vote your claim.

MR. FELDMAN: We do believe we will have an impaired 

claim, and we've indicated in the RSA that we will vote in 

favor of the company's plan.

THE COURT: And I believe you said at one of the prior 

hearings that their -- originally, you had eighty-five percent 

signup. You still may not have a hundred percent, so you still 

may get votes against your plan by your own classmates.

MR. FELDMAN: Correct. But I think it's worth 

updating the Court just on where those numbers stand today just 

because I think it's relevant in a slightly different way, as 

well. We are now up to 134 subrogation claimants who have 

signed up to the RSA, Your Honor, including a fair number of 

them who have signed up since the Court terminated exclusivity, 

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which I think is an indicator of how they feel about the TCC 

bondholder plan. And those 134 holders represent slightly more 

than ninety-six and a half percent of the total subrogation 

claimants.

THE COURT: And you haven't been soliciting votes in 

violation of Section 1125, have you?

MR. FELDMAN: We have not been soliciting any votes in 

violation, Your Honor.

THE COURT: All right.

MR. FELDMAN: We have been asking people to review the 

RSA and, if they're willing to join it, to join it.

THE COURT: Okay. Well, we kind of got to where I was 

concerned in an indirect way, but --

MR. FELDMAN: So we have more than ninety-six and a 

half percent, and I suspect we will get much closer to ninetyeight percent by the time we're done.

THE COURT: So why don't we make this a little bit 

easy? By my calculation, the Governor's office and the United 

States and, I believe, the state agencies, their problems all 

appear to have been resolved. And so if any of their 

representatives or counsel disagrees with that statement, 

please speak up. If I don't hear from you, I will assume that 

that's a correct statement.

So Mr. Troy?

MR. TROY: Matthew Troy, Your Honor, Department of 

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Justice, Civil Division on behalf of the United States. It is 

not a correct statement, Your Honor.

THE COURT: Okay. 

MR. TROY: One of the objections was addressed by a 

revision to the order. The other objection having to do with 

the settlement payment condition tied to a third-party release 

for the subrogation claim holders is not resolved.

THE COURT: But I thought that's been resolved. You 

don't think it's been resolved by the way the plan would be 

reworded?

MR. TROY: No, I don't, Your Honor. And I think for 

purposes of your Court's consideration of whether or not it 

should approve an RSA today that contains a provision like the 

settlement payment condition is something that you should 

consider as to whether it is appropriate for the RSA to be 

approved today. I can go into it now if you want to or I can 

wait.

THE COURT: Well, no. Say it. I mean, I thought you 

were taken care of by provision. So what's the fatal flaw? 

Well, you heard Mr. Feldman agree there can be a restated RSA. 

And you haven't seen it, obviously, but --

MR. TROY: Right.

THE COURT: And I -- look, I started by agreeing with 

you that there was a lot of internal ambiguity and difficulty 

just parsing through. Do you still think -- well, and partly 

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correcting it and restating it is to avoid that.

MR. TROY: Right. And what I've seen in Mr. Feldman's 

letter doesn't do it.

THE COURT: Okay.

MR. TROY: So if you can, I can try to walk you 

through it.

THE COURT: Yeah. Please do.

MR. TROY: Okay. So the point is, Your Honor, that 

they have a restructuring support agreement. There are parties 

to that: the debtors and the subrogation claim holders who 

sign on to it.

THE COURT: Okay.

MR. TROY: Those are the only parties to that. As 

part of the compromise, the overall compromise there, what the 

subrogation holders have negotiated and demanded is that if the 

debtor goes and negotiates with anyone else --

THE COURT: Right.

MR. TROY: -- holding a wildfire claim --

THE COURT: They've got to release them.

MR. TROY: -- they've got to release them.

THE COURT: And they took it out, though.

MR. TROY: Excuse me?

THE COURT: I thought they took that out. And it's 

voluntary, the -- what I read in the reply briefs was that --

this gets back to, maybe it's in a Feldman letter somewhere --

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that that is no longer going to be operative and that it's 

consensual, and that somebody --

MR. TROY: It's operative the moment the RSA's 

approved and my clients go to sit down with the debtors and 

negotiate a settlement -- potential settlement, of the 

government claims, and we happily reach agreement on a number, 

and then the debtors slide across the table to me a release, a 

third-party release.

THE COURT: Because you've reached agreement with the 

debtor?

MR. TROY: Correct. And that's a game changer. 

That's a showstopper. 

Let me give you -- try to count -- try to illuminate 

you on this by contrasting it with another plan support 

agreement that exists in this case. It hasn't come before your 

Court. I'm going to walk through, real quickly, some of the 

provisions there; I'm assuming you're not familiar with them. 

This is with the public entities. If you're familiar with 

them, please stop me.

THE COURT: Well, I'm familiar with them in the sense 

that I approved something --

MR. TROY: All right.

THE COURT: -- previously, but --

MR. TROY: This is getting -- there's termination 

events in there. The public entities negotiated termination 

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events in there for their benefit. They can terminate the PSA 

if these things happen. 

One of these things is the failure of the debtors to 

propose a plan in these cases that does not contain a thirdparty release of the public entities. I looked at that and I 

said, hmm. That's interesting. I might have an issue with 

that. But that's a plan confirmation issue.

If the debtors do actually go ahead and propose a plan 

that says that, I'm going to take a hard look at it. Not 

because it's a public entity, but because it's just a thirdparty release that runs to the benefit of the public entities 

from everyone in the case, which is exactly what is happening 

here: a release running to the subrogation claim holders from 

all parties in the case for all of their claims.

THE COURT: Well, you say "all parties in the case". 

The only -- that I understood, the change here was it is 

voluntary if a creditor makes a deal with the debtor, says, I 

will release Mr. Feldman's client. But if he doesn't want to 

do that, he doesn't have to.

MR. TROY: Right.

THE COURT: In theory, he doesn't have to. It goes on 

with its claim.

MR. TROY: But it seriously hinders the efficacy of 

settlement negotiations when you start with the premise that 

regardless of being able to reach an agreement on a number 

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between us, the claimants and the debtor, you also have to give 

this release to somebody else.

THE COURT: Well, it might hinder a settlement --

MR. TROY: Because this is what this agreement, to 

which you were not a party to, requires. 

THE COURT: No, I know. It might hinder settlement, 

but is it legally prohibited under controlling law?

MR. TROY: My view would be yes, under ANC Properties 

(sic) because the issue is two parties are affecting, through 

your Court asking you to approve a compromise that effects the 

rights of other parties. It seriously hinders negotiations 

over a potential settlement with the debtor when this is 

hanging out there. And it is a requirement. It is the 

touchstone from which settlement agreements then start. This 

has to be given.

THE COURT: Okay.

MR. TROY: And that's only my point, is that that 

materially impacts nonparties, other creditors in the case, to 

the RSA.

THE COURT: So you don't think it violates things like 

Lowenschuss, but rather ANC Properties (sic), as best interest 

of creditor? I mean, Lowenschuss says you can't have thirdparty release.

MR. TROY: I mean, implicitly, it doesn't -- I mean, 

it does.

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THE COURT: Well --

MR. TROY: I mean, implicitly it does. I mean, 

they're trying to -- they're trying to thread that needle 

with --

THE COURT: Okay.

MR. TROY: -- put that camel through the needle eye.

THE COURT: I'm not saying that your argument is 

crazy; I'm just trying to say where you believe the flaw is, 

and I think you're pointing it out there.

MR. TROY: I mean, ultimately, it is 9019 and it's ANC 

Properties (sic) which says the Court shouldn't be approving 

and RSA that impacts, that prejudices, nonparties to the 

settlement.

THE COURT: And you think ANC says that?

MR. TROY: I believe that it does, yes.

THE COURT: All right, because I don't --

MR. TROY: At least it's a consideration that must be 

given.

THE COURT: Well, I don't agree or disagree with you; 

I just hadn't thought about it. To me, as a trial judge and 

also my prior life on the BAP, we dealt with ANC Properties 

(sic) all the time. But you usually go through the four major 

factors that everybody can recite from verbatim.

MR. TROY: Right.

THE COURT: But that's a little -- this is not one of 

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those; it's --

MR. TROY: Well, I'm thinking of, I think, one of 

those factors. I mean, it is in the ANC decision.

THE COURT: Yeah. I know. I know. But what I'm 

saying is it's a subtle one that doesn't come up as often as --

MR. TROY: Your Honor, it may be subtle, but I would 

submit that it will have a material impact going forward in 

this case the day after you approve the RSA, if that's in 

there.

THE COURT: Okay. Thank you, Mr. Troy.

MR. FELDMAN: Your Honor, do you want me to address 

one at a time, or do you want everybody to come up? This is 

actually a fairly easy one to address.

THE COURT: Well, if it's a fairly easy one, have at 

it and get Mr. Troy to sign up.

MR. FELDMAN: Your Honor, the definition -- again, I 

understand it's a complicated document. But the definition in 

the document that requires the release requires it for IP 

claims, which are defined as wildfire claims, but excludes 

public entities. So the provision he's complaining about 

doesn't actually apply if the company wants to go settle with 

his client. So that's the easiest answer, but I'm happy to 

also address the more substantive question, which is why do we 

have the requirement, and what's it intended to accomplish?

THE COURT: Well, I think --

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MR. FELDMAN: It's up to Your Honor whether you want 

to hear that now or you want to hear it later.

THE COURT: Well, listen.

Mr. Troy, are you satisfied with that explanation? 

And you can just stay there. I mean, I want to try to deal 

with these specifics, and I didn't know you were still in the 

game with your objection. So does that clarify it, or not?

MR. TROY: Yeah, I think so, if Mr. Feldman's willing 

to stand by that representation to this Court that that is not 

going to be a requirement imposed as part of negotiations that 

my clients might have with the debtors.

THE COURT: So you're here representing your clients; 

you're not amicus for the IP clients?

MR. TROY: No, I am not. But no, that's fine. I'll 

accept that representation.

THE COURT: Okay. Well, again, that's the kind of 

thing that is easily fixed in a clear draft, it seems to me, 

so.

MR. FELDMAN: Agreed, Your Honor, and we'll share it 

and make sure that it's clear.

THE COURT: Okay. What I'd like to do, then -- and 

Mr. Feldman, stay there -- let's go down the list with the 

objection. No, I mean stay nearby, but --

Counsel -- no, one moment. Counsel, you come up next. 

That's Ms. Winthrop, right? 

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MS. WINTHROP: Good afternoon, Your Honor. Rebecca 

Winthrop --

THE COURT: Yeah, right. So --

MS. WINTHROP: -- of Adventist. We have the same 

issues with respect to the third-party release, Your Honor, as 

well as an additional belief that it violates AB 1054 because 

it's a unilateral release. It is a one-way release, going in 

favor of the insurers so that we, in order to settle, are faced 

with a Hobbesian choice between either litigating all the way 

through the circuit the amount of our claim, or giving a 

release of our insurance carriers, only to allow them, since 

it's a unilateral release in favor of the insurance carrier, to 

come back to us and sue us for reimbursement, if they feel that 

we have received more than that to which we are entitled. So 

it put --

THE COURT: And you think that's in 1054? Again, I 

don't -- I'll take your word for it.

MS. WINTHROP: Well, the 1054 requires fire claim 

victims to be fully paid for their claims. And so it is my 

belief that this not only violates Lowenschuss, because it is a 

coerced, nonvoluntary release, but also it violates the nature 

and spirit of AB 1054.

THE COURT: So the debtor can't solve the problem by 

making you whole?

MS. WINTHROP: But Your Honor, the only way that we 

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can -- first of all, the debtor doesn't propose to make us 

whole; it proposed a fund which they believe will be estimated 

to be made whole.

THE COURT: But you're arguing your out of the fund. 

If you are out of the estimation, you think you're still in the 

fund?

MS. WINTHROP: Well, Your Honor, we are -- even if we 

are liquidated, we are supposed to be paid from the pot of 

money put into the liquidation.

THE COURT: To the trust.

MS. WINTHROP: In the trust, yes. Yes.

THE COURT: Well, that was on -- I mean, that was --

that's worth clarifying because that's true with the government 

entities, as well.

MS. WINTHROP: That's exactly it, Your Honor. That is 

exactly it, Your Honor.

THE COURT: I mean, Ms. Dumas made the point about 

there's already, today, she says, six billion dollars in there. 

If she's right and that is part of the trust, that is half the 

trust, or nearly half, right?

MS. WINTHROP: Yes, Your Honor.

THE COURT: So okay, but that's a different question. 

That's not a 9019 question. You believe that --

MS. WINTHROP: Well, as Mr. --

THE COURT: I mean, they're related, obviously.

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MS. WINTHROP: Yes. Yes. I mean, it locks them into 

an approach. And it not only locks the debtor into an 

approach. It locks the liquidation trust into an approach, 

which they cannot settle any claim within the purview of what 

they're supposed to be paying out unless they absolutely demand 

from the victim a release of their insurance carriers, when, in 

fact, they may be now exposed to claims back from their 

insurance carriers.

THE COURT: And the Adventist Health is within the 

definition of PI --

MS. WINTHROP: Yes. 

THE COURT: -- for purposes of this agreement?

MS. WINTHROP: Yes, Your Honor. Yes.

THE COURT: Okay. Well, Mr. Feldman, do you want to 

tell me why that's --

MR. FELDMAN: Yes.

THE COURT: Is that an easy one, too?

MR. FELDMAN: I think it's actually fundamental to 

what we're talking about today, Your Honor. And I want to 

address, and I appreciate the opportunity to do it now.

Your Honor, there are actually two releases that are 

embedded in the RSA, and I want to differentiate between the 

two of them so that there's not confusion. The one that is 

contained in the plan, which is sort of a typical 

release/exculpation for activities that took place during the 

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Chapter 11 case, we've now modified that, as set forth in the 

letter, to actually be an opt-in release.

THE COURT: Right.

MR. FELDMAN: And we have to reflect that.

There's a second release that is not drafted, not yet 

before this Court for approval, which will have to come before 

the Court as part of the confirmation process which would 

require, as outlined, that if you settle your claim, your IP 

claim with the company, with the trust, part of that settlement 

will be you will agree this is going to be your sole source of 

recovery. You're not going to settle on the cheap with the 

company and then turn around and sue your insurer, which is, 

contrary to what Mr. Julian says, and insured on insurer 

litigation. 

MR. FELDMAN: One of the reasons that my clients are 

willing to compromise their claims at eleven billion dollars is 

so that they understand they get eleven billion dollars. 

They're not going to turn around and pay five of it back to 

these claimants. 

And in a solvent company case, which this should be, 

which is how we're going to meet AB 1054, then the IPs should 

understand this is your source of recovery. The company's 

solvent, and this is where you're collecting your money from. 

And if the company turns out not to be a solvent company case, 

then all this is off the table. 

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THE COURT: Well, yeah. 

MR. FELDMAN: None of the releases apply. 

THE COURT: But let's assume it's solvent. So what do 

I tell Mr. Troy or Ms. Winthrop about how they're going to --

first of all, are they hamstrung for negotiations? And 

secondly, are they locked in to never getting a full payment? 

MR. FELDMAN: They're not hamstrung in negotiations, 

and they're not locked in to never getting a full payment. If 

they choose to liquidate their claim through whatever court 

process they decide to liquidate their claim, presumably Judge 

Donato is going to determine that the trust has sufficient 

value in it, and they're going to get paid that amount of 

money. So that's the whole purpose of the estimation process. 

But for that, Your Honor, there is no settlement. 

There is no deal, because the whole fundamental premise of the 

compromise is that, if you take what's available to you from 

the trust, and presumably the trust with the IP lawyers are 

going to create a matrix --

THE COURT: No, I know about --

MR. FELDMAN: -- that's going to be available for 

people. 

THE COURT: Sure. I know how that works. 

MR. FELDMAN: Right. If you decide to get paid that 

amount, as permitted under the matrix, then that's your 

recovery, and you need to know that going in. 

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THE COURT: Yeah, but -- so what happens if I approve 

this restated RSA, you tell me there's a second release coming 

along that will be operative under the plan -- so are part of 

these release permissions operative under the RSA or not? With 

people like (indiscernible). 

MR. FELDMAN: The release that's being talked about 

now, which would be a release of any claims against your 

insurer -- the form of release doesn't exist. You'll have to 

approve the form of release at some later point in time. But 

the concept we are asking the Court to approve today --

THE COURT: Okay, but so --

MR. FELDMAN: -- that if we enter into this 

compromise, and if we agree to an allowed claim at eleven 

billion dollars, and the company turns out to be solvent, that 

we will not have claims back against us. 

THE COURT: Okay. So contrast the federal government 

with the -- you've just clarified that Mr. Troy and the federal 

government and therefore the state agencies also are not part 

of this at all. 

MR. FELDMAN: They are not insureds. 

THE COURT: They're not insured for these purposes or 

any other purpose, but Ms. Winthrop's client is. So Ms. 

Winthrop's choice, if she is stuck with an order approving the 

9019 motion, leaving aside an appeal, is it's over. She has no 

claim to assert against your client. 

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MR. FELDMAN: That's not correct, Your Honor. 

THE COURT: Well, then all right. That would --

MR. FELDMAN: If she litigates her claim --

THE COURT: If she litigates --

MR. FELDMAN: -- gets a judgement --

THE COURT: If she litigates. But if she sits down 

with Mr. Karotkin or Mr. Orsini and cuts a deal, it's --

MR. FELDMAN: Not without coming back to me. If she 

cuts a deal, she's releasing me. 

THE COURT: Well, she's got to -- if she cuts a deal 

and she says, that's not good enough, and they say, let's get 

Feldman and line him up, your client can always move off of 

that position on a one-on-one basis, right? 

MR. FELDMAN: Yes. But we're asking you to approve, 

Your Honor, today, that if a IP accepts the settlement under 

the matrix, accepts the settlement in a negotiation with the 

company, that that will be their source of recovery. 

THE COURT: So you're really wanting me to accept that 

it's really consensual, even though it's perhaps a bit coerced? 

MR. FELDMAN: No. What we want you to accept is that, 

if this is a solvent company, the company should be the source 

of recovery, and that we've compromised our claim --

THE COURT: No. 

MR. FELDMAN: -- forty-five percent of our claim --

THE COURT: No, no. No, I --

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MR. FELDMAN: -- to create value for the company to be 

able to be solvent. 

THE COURT: Mr. Feldman, I'm aware of that. But what 

I'm getting at is that -- let's again stick with Ms. Winthrop 

as an example, because I don't remember what the amount of her 

claim is, but I presume it's substantial. And so let's just 

say it's two-million dollars. And if she sits down with the 

debtor and negotiates anything less than two-million dollars 

and accepts it, she's finished, because the approval of the RSA 

makes it so. 

MR. FELDMAN: Correct. 

THE COURT: That's your legal defense to it. You

can't go after me because I didn't do it. Now, as a consensual 

matter, you can always do it, obviously, or whatever. Okay. 

So your view is that that takes it outside of any of the Ninth 

Circuit case law, because it's consensual --

MR. FELDMAN: Correct. 

THE COURT: -- consensual even though you might have 

to take a different way to make yourself whole. 

MR. FELDMAN: Correct, Your Honor. 

THE COURT: Okay.

MR. FELDMAN: They have a choice. They can choose to 

settle and accept whatever deal comes with that settlement, or 

they can choose to pursue their claim. 

THE COURT: Okay. Well, Ms. Winthrop, unless you want 

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to argue anymore, I just have to figure out whether I'm going 

to approve that. So do you want to make any more argument, 

or -- I mean, you made your point. I got it. 

MS. WINTHROP: Okay. 

THE COURT: But I don't want to shut you out. Want to 

say anymore? 

MS. WINTHROP: One last thought, Your Honor. I just 

want to make sure it's understood that he may be done if we 

actually elect to settle. He may be -- his client is done. My 

client is now open for litigation from his client. So this 

is --

THE COURT: Well, but for what? I mean, if they --

MS. WINTHROP: The right to get reimbursed. If they 

feel that we've been overpaid for the amount of our claim, they 

can then come back to us and sue us for reimbursement and thus 

get even more recovery. 

THE COURT: Yeah, you did make that statement. But 

they could do that now, right? 

I mean, they could do it now. I mean, if there was 

never a settlement, if the company is insolvent and this whole 

RSA deal is off, if an insurance company believes they overpaid 

an insured, they always have the right to seek to recover 

reimbursement. 

MS. WINTHROP: Normally, at the end of adjudication of 

a claim, assuming the parties are in agreement, both parties 

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exchange mutual releases. It's outside of the court system. 

THE COURT: No, but --

MS. WINTHROP: It's done voluntarily. 

THE COURT: Yeah, I understand. But what I'm getting 

at is that you made the point in your opening comment that AB 

1054 may be violated here because this is unilateral, not --

MS. WINTHROP: Correct. 

THE COURT: -- mutual. And I'm saying, okay, but it 

may not violate any bankruptcy principle; the question is, what 

am I supposed to do about it? I'm not in the business of 

enforcing AB 1054. I mean, I'm not supposed to. That sounds 

wrong. I don't know if there is a consequence between two 

people, neither of whom is in bankruptcy -- your client and his 

client -- and AB 1054 is implicated. So what would I do? How 

would I solve the problem for you? Make Mr. Feldman's client 

give you a mutual release? I mean, it sounds like a nice thing 

to ask for. I don't know that I can order it as a condition to 

this settlement. 

MS. WINTHROP: Well, the same reason why you can't 

order Mr. Feldman's client, you should not be able to order 

our -- or make it as a condition, a unilateral condition, to 

our ability to settle our claim in this bankruptcy case to have 

a release imposed on us. We believe that is not a true 

voluntary release. 

THE COURT: Okay.

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MS. WINTHROP: It's also an election of remedies, 

because we paid good money to get our insurance policy and to 

be able to proceed forward with that policy, and we should not 

have to elect one or the other. 

MR. JULIAN: Your Honor, TCC has a view on this, too. 

MR. FELDMAN: Your Honor, I want to address the last 

statement. There is nothing in the RSA that limits an 

insured's ability to pursue claims against its insurance 

company, up to the point where it then decides to settle with 

the company. If they think we have not performed properly 

under our policy -- it's one of the clarifying comments we make 

in our letter -- we are not looking to release the 

insured/insurer relationship. But I will say, if you decide to 

take your money, you should decide to take your money. 

THE COURT: Yeah, but -- okay. All right. I'll leave 

it at that. 

Mr. Julian, I was going to try to get rid of the other 

objections first and come to yours, if you don't mind. But, 

well, I mean --

MR. JULIAN: I'll argue the release later. 

THE COURT: Well, I mean, I'd like to deal with all 

the issues. Well, all right, you're here. You've been 

patient. I mean, are you still adhering to the subordination 

issue? I mean, that's --

MR. JULIAN: No, Your Honor. I'm speaking to the 

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release, because we just raised it. 

THE COURT: Well, no, I'm speaking to all the issues 

that you raised. 

MR. JULIAN: I will speak to the other ones, too. 

THE COURT: Okay. 

MR. JULIAN: But since we're on the release, let me 

say that we have an objection, because these are not voluntary 

releases the way they've been revised, and we believe it fails 

under A&C and Lowenschuss. Two reasons. 

First, in A&C Properties, the Ninth Circuit set forth 

two rules for looking at settlements. When the settlement 

resolves a dispute between the creditor and the debtor, that 

dispute, that is, the amount of the allowed claim, is 

determined under the fairness test of the four-prong test that 

you know so well. 

The Ninth Circuit said, when the settlement attempts 

to address resolution of a claim between one creditor and 

another creditor, like they're trying to do with this release, 

there's a different test. And the Ninth Circuit said, quote, 

"The bankruptcy court is obligated to preserve creditors' 

rights", period, close quote, end stop. There is no exception. 

THE COURT: That's in A&C? 

MR. JULIAN: Yes, it is. 

THE COURT: That's the language in A&C?

MR. JULIAN: And if the debtor and the subrogated 

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claimants were here today, addressing what you started off 

talking about, simple case, allowing an 11-billion-dollar claim 

on 15.8 billion dollars of payments -- it's not 20 by the way; 

it's 15.8 -- and they had put on some evidence that you are 

going to require the fire victims someday to put on, meaning, 

what did you pay, let's have some evidence of it -- then it 

would be an allowed claim under A&C Properties, and you could 

prove it. 

But what they're doing with respect to every single 

one of these terms is to bind the parties here, with respect to 

things that are determined as to their fairness in plan 

confirmation. And this release is the same one. A release and 

a terms sheet -- or a release and a resolution term sheet, 

pursuant to a plan, is exactly what Lowenschuss shot down in 

principle, because it was a global release pursuant to a plan. 

I remember --

THE COURT: But this is voluntary, isn't it? 

MR. JULIAN: It's not voluntary. 

THE COURT: You don't believe this is voluntary? 

MR. JULIAN: Look, look. In real world, in a 

resolution trust in a mass court case, you got to get your 

money out of the matrix, because if everyone litigates in order 

to preserve their claims, they bankrupt the trust. That's what 

they're not telling you. 

THE COURT: Well, but that's why you want to have a 

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premium on the fund. 

MR. JULIAN: And that's why you want to have a matrix, 

but that's why it's not consensual. They're forcing it here, 

and there's no question in my mind that this is a Lowenschuss 

issue and should be certified to the Ninth Circuit if there's 

any disagreement on this. I remember when American Hardwoods 

came down, because it followed on the heels of A.H. Robins, and 

the Ninth Circuit said, we're not going to do it in this case, 

but we think maybe there will be exceptional circumstances. 

And when Lowenschuss came up, the parties said, hey, 

exceptional circumstances here. And the Ninth Circuit shot 

them down with the strongest words I've ever seen. They said, 

you misread American Hardwoods. And what they were really 

saying colloquially is there is no such exceptional case in the 

Ninth Circuit. This is Second Circuit wizardry. It is not 

approved in the Ninth Circuit. And it impairs the creditors' 

rights. We don't want to give releases to these insurance 

companies. And if we're forced to do it in order to get money 

out of a plan, that's not a consensual release. 

There's no doubt in my mind that that is illegal under 

A&C Properties' statement that the bankruptcy court is 

obligated to preserve creditor rights, close quote, and illegal 

under Lowenschuss. 

Your Honor, I'll --

THE COURT: Well --

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MR. JULIAN: -- go to the next issue, which is 

subordination. If Your Honor is saying all you want to do 

today is approve the eleven billion dollars, I think we can 

move on. But if part of your settlement gives them pari passu 

treatment with the wildfire victims and does not preserve the 

subordination rights under Section 509 of the Code, then we 

have a problem with it. 

THE COURT: But you haven't really persuaded me that 

509 even applies here. 

MR. JULIAN: Well, there's only one case in the nation 

on it. 

THE COURT: Yeah. Well, how about reading the 

statute? Is the insurance company liable with the debtor? 

MR. JULIAN: Yes, and I'll tell you why. 

THE COURT: Okay. 

MR. JULIAN: I had the same problem reading the 

statute the first time I read it, and then I realized this. A 

definition of a claim under the Code, Section 101, includes 

both contract claims and tort claims. And the question is, 

when you have a tort claim -- the debtor's a tortfeasor, and 

the debtor is liable on a claim by the victim against the 

tortfeasor. 

THE COURT: Yeah, that's --

MR. JULIAN: That's a tort claim. 

THE COURT: That's easy. 

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MR. JULIAN: The insurance company is liable to the 

victim on the same wildfire loss. The claim is a wildfire 

loss. It happens to be a different theory. Both claims are 

wildfire losses, Your Honor. The wildfire loss against the 

debtor is a tort claim, and the wildfire loss against an 

insurance company is on a contract claim. It's a different 

theory. One's tort, and one's contract. 

We have the same problem when there's a surety 

involved -- a surety or a guarantor of a loan. 

THE COURT: But this isn't a surety. 

MR. JULIAN: Well --

THE COURT: It's not. It's different. 

MR. JULIAN: But the statute does not limit it to 

sureties. It's co-debtors. And that's what the Court said in 

Dow Corning. 

THE COURT: Well, it says, an entity that is liable 

with the debtor --

MR. JULIAN: Yes, on the wildfire loss. 

THE COURT: Well, it doesn't say -- it just says, 

liable with the debtor. It doesn't say what on. 

MR. JULIAN: And I'm saying it's --

THE COURT: But that has to be one -- well, okay, 

that's your argument. 

MR. JULIAN: Yeah. I understand, Your Honor, that 

you're not the first to have a problem with this, but Dow 

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Corning didn't have any problem. 

THE COURT: Well, I have a problem with your competing 

claim that doesn't subordinate them. So what am I supposed to 

do with your plan that doesn't subordinate the people you want 

me to subordinate under exactly the same provisions of their 

plan? Is that not a little inconsistent? 

MR. JULIAN: No, no. 

THE COURT: No? How do you get around that? 

MR. JULIAN: Well, the TCC, faced with the 

presentation right of forty to fifty percent, looked at the 

value of the claims and decided that if they were going to be 

fairly valued with an arrange of 13.5 to 14 billion dollars, 

that they would give up that right, because there's less risk 

to being made whole in the TCC bondholder plan. Remember, Your 

Honor, what the made whole protection in California -- and I 

contend under 509 does -- is it's an ultimate backstop against 

risk for under-funding in a trust or elsewhere. 

And so as long as the TCC -- as long as the victims --

have that made whole protection, and if twenty-five billion 

dollars was put into a trust, it doesn't matter what the 

estimation is because they're going to come first with respect 

to most of the subrogation claims -- not all of them. Right? 

Some of the subrogation claims aren't subordinated, because 

some of the victims didn't file claims. 

THE COURT: Well, we don't know that. 

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MR. JULIAN: And it's their burden. They haven't 

given you the allocation. They were supposed to give you an 

allocation of which of the claims are subject to made whole 

under state law or Section 509. They lumped themselves 

together. They did this to you and us. 

THE COURT: When did all this happen? When did 

they --

MR. JULIAN: In the term sheet. Your Honor, that's 

exactly what they did. They lumped them together. A truthful 

and accurate legal way to do this would have been to break up 

the fifteen billion dollars of subrogation claims in this case 

into claims that relate to victim claims that filed, because 

there's subordination there in a made whole protection. 

And then with respect to subrogation claims that were 

paid on the 15.8 billion dollars that relate to claims that 

were not filed in this case, then the subrogation claimants 

would not be subject to subordination. They've lumped it 

together and put themselves in a single class and subjected 

themselves to subordination. This would all have to be figured 

out at a plan confirmation time. 

But my overall point in answering your question is 

this: So long as the victims have the made whole rule 

protecting them in a trust, at a reasonable amount, they were 

fine giving up subordination. I mean, if they think that 

they're going to get a reasonable value in the trust for 

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themselves and they settle for that, they're fine. But in the 

debtors' plan of 8.4 billion, they need the protection of 

subordination. 

THE COURT: Okay, so that's --

MR. JULIAN: So that's --

THE COURT: That's your theory. 

MR. JULIAN: That's the rationale. But the point is, 

Your Honor, a settlement under 9019, we believe, cannot change 

the priorities that exist under the law. It has to be done at 

plan confirmation. I sat here for two hours listening to Your 

Honor very appropriately telling everyone, these are important 

plan confirmation issues that have to be briefed someday in the 

context of getting up to a plan. 

We have issues here that are the same thing: releases 

under Lowenschuss, the wiping out of subordination or 509 or 

state law priority rights. It should be done in connection

with a plan for a couple reasons. You remember when we argued 

to you that a capped trust posed a risk of less than full 

payment to the victims, and you said, all I know from reading 

Judge Perris's decision, more or less, is I got to estimate 

high. 

THE COURT: Well, I got a little help from the 

California legislature, too, right? 

MR. JULIAN: Yes. 

THE COURT: Okay. 

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MR. JULIAN: Yes. But we don't know yet know whether 

or not Judge Donato -- what he is going to do in estimation. 

THE COURT: That's right. 

MR. JULIAN: And I think that this issue as to whether 

or not this settlement is fair needs to consider a bunch of 

things, and let me go over them. One is, how much money is in 

the trust by virtue of the estimation proceeding? Two, how 

much of the money in the separate trust are the victims going 

to have to share with the public entities? We've just filed 4 

billion dollars by FEMA, and I'm informed by the state, 2.5 

billion dollars from the state -- 6.5 billion. 

And I heard Your Honor many times saying a liquidated 

claim is a liquidated claim, and if you don't change your 

tentative ruling on that, and 6.5 comes into that 8.4-billiondollar trust --

THE COURT: Well, I can't change the statute. 

MR. JULIAN: No, I know. I'm not objecting. I'm not 

disagreeing with you. 

THE COURT: Okay. 

MR. JULIAN: I'm just saying we got a problem here. 

And --

THE COURT: So what you're -- well, let me stop there. 

You're telling me that every liquidated claim that isn't 

challenged will be a claim in the trust, if that's under the 

debtors' plan? 

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MR. JULIAN: If it's a fire claim, yes, and it's not a 

subrogation claim, that's true. 

THE COURT: Yeah, right. 

MR. JULIAN: And so let me approach it this way. The 

debtors settled with some local state agency public entities 

for a billion dollars. They did not bring that to you for 

approval under 9019. They said that would be approved in the 

context of a plan confirmation, where you'd know all the facts 

to see if it's fair. 

THE COURT: Right. I did approve -- did I -- I did 

approve a billion-dollar settlement, didn't I? 

IN UNISON: No. 

THE COURT: Oh, the other settlement -- oh, maybe that 

was the --

MR. JULIAN: No. 

THE COURT: -- district attorney then. 

MR. JULIAN: No. 

THE COURT: That was the criminal charge. 

MR. JULIAN: Yeah. 

THE COURT: No. It was the same amount, right? 

MR. JULIAN: No. 

THE COURT: No, sorry. Okay. I got you. 

MR. JULIAN: You approved a BYU settlement. 

THE COURT: Excuse me. That's right. 

MR. JULIAN: Yeah. 

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THE COURT: I'm just confused. 

MR. JULIAN: This is a billion dollars of state money 

going out to a public entity so they -- they put it off to the 

confirmation hearing for a reason, and I submit that's my best 

evidence in this case of what's fair and reasonable. We have 

to view whether or not a settlement that impairs creditors' 

rights is fair under all the provisions of the Bankruptcy Code 

and plan confirmation, taking into account estimation -- how 

much are the public entities in for? 

And the reason is because these folks, with the 

eleven-billion-dollar allowed claim under this settlement, are 

going to get their own trust with eleven billion bucks of cash 

in it. And you don't know whether or not there's stock, future 

rights, or what in the other pot, and whether or not the victim 

claims are going to be unfairly diluted past the percentage 

that they're getting, because of all the public entities coming 

in. 

And there's a rule in California, recognized by the 

Ninth Circuit, which says -- Chandler (phonetic) case -- which 

says, if the victim -- if the insured has sued the 

tortfeasor --

THE COURT: No, I know. You've cited the Chandler 

case, and I'm still mystified by your reliance on a case that 

went the wrong way. 

MR. JULIAN: Well, because --

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THE COURT: But that's a different story. It's the 

only case you've cited. 

MR. JULIAN: Because the holding was that the subro 

could settle. But everyone's missing the last sentence of --

let me read it to Your Honor. "California courts have not 

squarely addressed the core issue presently before the court, 

namely, whether an insurer must make the insured whole before 

pursuing a subrogation claim against the third party's 

tortfeasor insurer, where the insurer herself has not yet sued 

the third-party tortfeasor." 

That's what you focused on the last hearing we were 

in. You said it's against you. In that case, the insurer had 

not sued the third-party tortfeasor -- the tortfeasor. Here, 

our claimants have sued PG&E, and that's why, under California 

law -- here's another certified issue, in my mind -- the 

insurance companies may not settle and get their money before 

the insureds try their cases to judge them or settle. That is 

black-letter law in California under the made-whole rule. And 

to say that Chandler said something differently is wrong, and 

Chandler --

THE COURT: Okay. 

THE COURT: It might have been wrong, but the case 

went the wrong way. It went the other way. And then --

MR. JULIAN: Because the tortfeasor hadn't --

THE COURT: Okay, okay, but it still was a case that 

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was cited for a proposition that wasn't the outcome of that 

case. Wasn't that --

MR. JULIAN: Well, we don't cite it for the outcome. 

We cite it for the statement of the rule.

THE COURT: Oh, okay. That --

MR. JULIAN: They did discuss the California cases 

under make-whole.

THE COURT: Okay.

MR. JULIAN: So Your Honor, the point is that all 

these terms, the cash up front, giving them cash up front, 

versus giving the victim something -- we don't know if it's 

cash or stock or what -- it's discrimination, and 

discrimination should be viewed in terms of a plan, not a 9019, 

because again, the Ninth Circuit said the bankruptcy court is 

obligated to preserve creditors' rights. There's no exception 

to that. 

The RSA commits subro to vote for a plan that pays us 

only 8.4 billion. I know that everyone says with a stroke of a 

pen, they can just change everything, but there's no evidence 

in front of you that that's going to happen. Your Honor, more 

importantly, we've been around this stuff for forty years now, 

practicing. You, forty, me, thirty-nine, more. 

THE COURT: Well, I may act like I'm getting tired.

MR. JULIAN: You know perfectly well -- I'm going to 

paraphrase what Cecily Dumas said to me, why hasn't Weil 

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Gotshal simply, with a stroke of the pen today, come in and 

amended their term sheet to say that the victims will get 8.4 

billion or whatever comes out in Judge Donato's estimation. 

THE COURT: Well, don't you think the law says that 

for them? I mean, Mr. Julian, if Judge Donato gives them a 

higher number, Mr. Karotkin and his clients --

MR. JULIAN: Because --

THE COURT: -- have two choices, right? Fold their 

tent or come up. 

MR. JULIAN: Yeah, but I talking to you about today. 

THE COURT: Oh, okay. I understand. 

MR. JULIAN: 9019 looks at what today is.

THE COURT: I understand you're talking -- you're 

raising it today.

MR. JULIAN: And the evidence -- that logical 

inference is because the equity would wipe themselves out if 

they allow that term to go in there. And they don't -- and 

they can't get the money. That's the inference. 

THE COURT: Okay, well, that's another issue. Let's 

stick with whether I act on this motion today.

MR. JULIAN: I think you ought to continue it to the 

plan of confirmation hearing. Not say yes; not say no. 

I don't think this can be fairly evaluated without 

knowing all the moving pieces in this case. And there's too 

much at stake here, to run the risk of a Wall Street Journal 

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article two years from now, saying, look what was rushed. And 

those insurance companies got exactly what they wanted on fifty 

billion dollars of payments. They almost settled for seventy 

cents on the dollar in California. That's what they did in 

front of Judge Montali, and yet the victims here, as things 

went out, had to share some money with some public entities, 

FEMA, and California, and they got fifty cents on the dollar. 

THE COURT: Okay. Mr. Feldman, before you respond, I 

want to see if we got any of the other objectors who want to be 

heard that -- because there were others, but some of them 

have -- we've already gotten past them.

So Mr. -- oh, well.

MR. MARSHACK: Just one sentence, Your Honor. One 

sentence. 

THE COURT: Mr. Marshack? Just again --

MR. MARSHACK: I'm going to follow up on something --

THE COURT: -- state your name for the record, please. 

Thank you.

MR. MARSHACK: Richard Marshack, representative of SLF 

Fire Claimants, 6,000 fire victims. One comment. Mr. Julian 

proposed that we continue this hearing, and I fully support 

that. 

It seems to me, reading the tea leaves coming from 

this Court, that you're going to ultimately migrate that we're 

going to have a mediation in this case. I think if you grant 

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this motion, it makes mediation much more difficult. If you 

deny this motion, it makes it much more difficult. We 

disagree -- we think this Court should deny approval of this 

settlement. But having said that, there are so many -- so 

many -- issues that come out of this settlement, that if this 

Court is going to continue this hearing, and if -- I'm sorry --

if this Court is going to grant mediation, this would be 

something that should not be resolved prior to the mediation. 

THE COURT: Okay. Thank you, Mr. Marshack.

Mr. Bray?

MR. BRAY: Good afternoon, Your Honor. Sorry, Gregory 

Bray, Milbank, LLP, counsel for the committee.

Your Honor, I want to go back, if I can, to the 

initial colloquy you had with Mr. Feldman, when you asked about 

insolvency, administrative claims, and so on. That was our 

pleading. And --

THE COURT: Yeah, but I didn't believe it. 

MR. BRAY: Well, it -- as Mr. Feldman said, it was an 

unintended consequence of the way it was drafted, and they've 

offered to fix that. I'll accept him at his word, he's going 

to fix it. We haven't seen a restated RSA as you've asked for, 

and we think that's appropriate. But there's another 

consequence if you sign the RSA. 

And that is, if we're in April, May, June, whenever it 

is, whenever we get to confirmation, if you decide that, as a 

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legal matter, the appropriate plan to confirm is a plan other 

than the debtors' plan, albeit the TCC plan, another plan, the 

debtors and the subrogation claimants have the right in their 

sole discretion to terminate the settlement agreement. The 

subrogation claimants can assert a claim for twenty billion 

dollars, and you will be asked, best case, to estimate that 

claim, that we all thought had been settled at a confirmation 

hearing, when we could have estimated it months ago as part of 

the estimation proceeding that's going on. 

That's what the RSA says. There are a number of what 

I'll call anti-competitive covenants and termination provisions 

in the document that take you to that exact spot. And even 

more so, not only will that be the result, no plan other than 

the debtor plan can take advantage of the settlement. Said in 

another way, the only way the estate and the creditors benefit 

from the settlement is if you confirm the debtor plan. And 

said another way, the subrogation claimants, who are a party to 

it, are obliged to vote against any other plan, even if it 

contains the exact same treatment, and arguably oppose 

confirmation of that plan. 

Under the circumstances, Your Honor, we think that's 

inappropriate. There's not enough benefit to the estate and 

the creditors in confirming that type of a structure. We have 

no problem at all with an allowed claim for eleven billion 

dollars. A basic settlement, whoever -- whatever plan is 

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proposed, as long as it pays the eleven-billion-dollar claim, 

however it's supposed to be paid, whatever plan it is, that 

makes sense to us. But the provisions that I'm referring to 

are -- that are embedding in the document, section 2 and 

section 5 -- I can walk you through them if you want, but --

THE COURT: No, I don't want you to do that.

MR. BRAY: All right. Yeah, and I don't want to 

either, but we think that that's an inappropriate settlement 

and that actually does -- when we talk about confirmation 

issues, and the argument that we shouldn't be talking about 

these issues now, it's actually the reverse. It's the RSA 

that's really jumping into confirmation issues, and really has 

the effect of tying your hands if you want to confirm a plan 

other than the debtors' plan, and prejudicing creditors if they 

vote for a plan other than the debtor plan, because there's no 

benefit to the settlement, and we gave up the right to estimate 

these claims --

THE COURT: Well, what happened -- wait a minute. 

What happens if the two plans that we've been talking about all 

day today are both confirmed -- I mean, are both eligible to be 

confirmed. 

MR. BRAY: Right.

THE COURT: What happens to the subrogation eleven 

billion? 

MR. BRAY: If you have the --

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THE COURT: Is it gone or not? It's not out the 

window, is it?

MR. BRAY: Yes. 

THE COURT: Why?

MR. BRAY: If you confirm --

THE COURT: Well, I didn't say if I confirm. I said 

we have two ready confirmable, and then I have to make a choice 

under the statute. The creditors -- we got a debtors' plan and 

a senior debtor bondholder's plan, TCC's plan. And they both 

pass all the hoops to confirm, then I'm down to 1129(c), right?

MR. BRAY: Right.

THE COURT: So if I choose the debtors' plan, then Mr. 

Feldman gets his eleven billion dollars, right? And there's no 

down -- there's no --

MR. BRAY: Right, if you choose --

THE COURT: -- the sky doesn't fall.

MR. BRAY: Yes, but if you -- the creditors -- because 

I'm going to view this in the perspective, what's the benefit 

to the creditors in settling with the subrogation claimants 

right now? That's my job. And --

THE COURT: Yeah, that's right. 

MR. BRAY: -- the only benefit we get from that occurs 

if you confirm the debtor plan and no other plan, which we're 

opposed to. Essentially, it basically thwarts the lifting of 

exclusivity or puts a significant dent, and the whole purpose 

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of lifting exclusivity was to promote competition, because we 

will be penalized. In your scenario, both plans go to the end, 

and you have to make a decision. And argument will be made to 

you, essentially, to the effect, if you confirm the creditor 

plan, the subrogation claimants have the right to terminate the 

settlement. They don't have to accept the eleven-billiondollar treatment.

THE COURT: Well, but wait a minute. What would be 

the consequence of the confirmation of the competing plan, 

which treats them by giving them eleven billion dollars?

MR. BRAY: We would have had -- we'll have a contested 

confirmation hearing.

THE COURT: Well, well. But what I'm saying is --

and --

MR. BRAY: They'll assert a claim for twenty billion 

dollars. 

THE COURT: -- that I -- but I just go to the 

question. If I have two plans that are confirmable --

MR. BRAY: Right.

THE COURT: -- not if -- because if Mr. Feldman and 

company object and persuade me that the competing plan is not 

confirmable, then we don't have two confirmable plans. So --

MR. BRAY: But they're obliged -- they're actually 

obliged to oppose the payment in receipt of the eleven billion 

dollars that they've agreed to take from the debtors' plan. 

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That's the problem with this. They're under affirmative 

obligation to oppose that plan structure, and essentially force 

a contested confirmation on you, and will likely stand up in 

front of you and say, my claim was filed for twenty billion 

dollars, not eleven billion dollars; you haven't estimated my 

claim. I'm entitled to the twenty-billion dollars or we'll 

estimate it later, reserve for the twenty billion dollars --

THE COURT: Might not even --

MR. BRAY: -- that we'll fight about. 

THE COURT: But it might not be estimatable. 

MR. BRAY: It's estimatable now; they've admitted it 

is. They've basically said the benefit of the settlement is we 

don't have to estimate the claim. That's undisputed.

THE COURT: Well, what I'm getting at is if I -- well, 

okay, I'm not sure I follow that, but listen, I'm getting to a 

point where I just can't keep track of all this. 

MR. BRAY: I understand, Your Honor.

THE COURT: So what I'm inclined to do is make sure 

that any objection that I haven't given an opportunity to 

speak, speaks. And then I'm going to take Mr. Feldman up on 

his offer to show me a revised document. But I'm not going to 

rule on it. I'm going to put this over to the next hearing, 

which I believe is our November 13th date. And between now and 

then, I'm going to study again the cases that both of the 

opposing counsel were arguing. I mean, I know -- I thought I 

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knew ANC by heart, but I want to reread it, and Lowenschuss and 

the Chandler case. 

And Mr. Feldman, I'm not prepared to say that I'm 

going to overrule these objections. I'm not persuaded to --

persuaded that I'm not. I'm just -- I'm reaching a point and I 

can't be the only one that's just trying to absorb all this, 

with so many things to keep track of. And -- so I guess the 

question for you, Mr. Feldman, is when are we likely to see a 

revised RSA and document, so that one of us here in the room 

can look at a clear head and read it?

MR. FELDMAN: Your Honor, before I address that, the 

question I want to ask you is, are you going to take argument 

in November for --

THE COURT: Yeah, I think so. And I think I will. I 

think what I'd like to do -- that's the point. I might --

unfortunately, the November calendar is starting to get pretty 

crowded, and I know how important the motion to extend the 

claims deadline is, but yes, I would certainly hope to perhaps 

frame a couple of points that I'd like to focus on, before 

that. So if you tell me you can't get it for a while, I'll 

understand that. But I also -- I'm just trying to absorb it 

all, so. 

MR. FELDMAN: Yeah, I believe we should be able to 

file amended documents, Your Honor, by early next week. I 

think it should be Monday, but I'm going to say Tuesday.

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THE COURT: I'm not going to hold you to it. I mean, 

if that's the time frame --

MR. FELDMAN: Just because it's a lot of people. 

I want to raise one other issue, Your Honor, and 

again, this just is factually correct. I don't anticipate a 

problem, but the RSA itself has a drop-dead date that will 

occur before that --

THE COURT: I know.

MR. FELDMAN: -- so we have to get our clients --

THE COURT: And I don't --

MR. FELDMAN: -- to agree to an extension. 

THE COURT: I don't feel terribly worried about that. 

MR. FELDMAN: I'm not -- I appreciate it. I'm saying, 

we may free up your calendar for November, if my clients are 

not in agreement to go forward --

THE COURT: Well, of course.

MR. FELDMAN: -- but that'll be our issue.

THE COURT: Of course. But I will be surprised, and I 

don't think any of you are in this for the short term. 

So my point is that that I'm the one that has to sort 

through all this with wonderful help that I've gotten from so 

many capable and thorough lawyers and their arguments. But it 

would be helpful for them, as well as me, to see the restated 

document, not that I'm going to invite more objections. But 

between now and November 13th, I'm going to give thought, not 

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only to the issues we've talked about here, but also the 

question that Mr. Marshack touched on and other counsel talked 

about, the mediation issue, and all that other things. 

And so, I mean, that's really the best I can do.

MR. FELDMAN: I appreciate it, Your Honor. It's been 

a long day. It's hard to let some of the arguments that are 

frankly very specious, that have been raised to go, but I will 

let --

THE COURT: How about the meritorious ones? Are 

they --

MR. FELDMAN: I will let them go until a later date, 

and I guess the only other point I would make, Your Honor, is 

that we are here today, in part because of the direction that 

this Court has taken these cases. And so --

THE COURT: Right.

MR. FELDMAN: -- obviously --

THE COURT: No, I'm --

MR. FELDMAN: -- if we're going to go a different 

direction, we're going to go a different direction. The 

estimation and Tubbs trial continue. And we are continuing to 

participate in them. So there is some pressure to have this 

heard one way or another --

THE COURT: Oh, no, I understand that.

MR. FELDMAN: -- sooner rather than later.

THE COURT: I understand.

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MR. FELDMAN: And we understand the November date will 

be the date. 

THE COURT: Well, I mean, that's the best I can do, 

because there's just -- well, for all those reasons. 

There's someone else standing up. Did you want to be 

heard?

MR. QURESHI: Yes.

MR. FELDMAN: I'm going to reserve the right to argue 

against Mr. Qureshi, if he's going to argue the merits right 

now, Your Honor.

THE COURT: No merits, Mr. Qureshi. 

MR. FELDMAN: I'm not waiting until November for that. 

THE COURT: Mr. Qureshi, no merits.

MR. QURESHI: Your Honor, Abid Qureshi, Akin Gump, on 

behalf of the ad hoc noteholder group. 

There is one provision that I think it would be 

beneficial to have the Court aware of at this time, because it 

is a provision in the RSA that Mr. Feldman, I believe, is of 

the view he is bound by now, and it is having an impact. And 

the specific provision that I'm referring to, Your Honor, is 

the provision that precludes the subrogation holders from --

and I now quote; it's paragraph 2(b)(2) -- "Directly or 

indirectly, encouraging or participating in the formulation of 

any alternative restructuring or settlement of the" --

THE COURT: Oh, no, I had seen that before, yeah. 

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MR. QURESHI: -- "subrogation claims." Right, so --

and --

THE COURT: But I thought they backed off of that 

already. 

MR. QURESHI: I don't think they have, Your Honor, so 

they quasi backed off in the sense that they said if Your Honor 

orders mediation --

THE COURT: No, no.

MR. QURESHI: -- the subrogation holders are free to 

attend the mediation, although at that mediation, they are tied 

at the hip with the debtors. 

THE COURT: That isn't the provision I --

MR. QURESHI: The difficulty with that provision 

present --

THE COURT: I thought there was a provision that just 

walked back the issue that the subrogation and the debtors 

together aren't free to talk to other parties. The together is 

not ignored. I know that's there.

MR. QURESHI: It's the together part. 

THE COURT: It's the together --

MR. QURESHI: So, Your Honor, where we presently are 

with respect to the creditor plan and the subrogation holders 

is we have said we will give them the same eleven-billiondollar allowed claim, and they have taken issue, as Your Honor 

saw in connection with exclusivity. They filed an objection, 

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and they said, well, the treatment -- the form of consideration 

is not the same. And we have said, we would love to negotiate 

with the subrogation holders, the form of consideration. Under 

the debtor plan, there is a provision that allows them either 

to take eleven billion dollars in cash or, if they choose to 

elect, equity.

THE COURT: Right.

MR. QURESHI: Now if we can't negotiate with them, 

Your Honor, because of this provision, that should not be the 

case. We are prepared to offer eleven billion dollars in cash 

to make it equivalent to what is in the debtor plan, but again, 

we don't know what they want. They have an election in the 

debtor plan that allows them to take equity. We have not been 

able to engage substantively with them. 

If Mr. Feldman is not bound by this provision, then it 

would be helpful if he made that clear on the record, so that 

we can, between now and November the 13th, have discussions 

with the subrogation holders, to see if we can get to a 

settlement that is the same as the one in the debtors' plan. 

And Your Honor, frankly, the debtors should have no 

objection to that. If they are acting as a true fiduciary 

here, they tout the benefits of the eleven-billion-dollar 

settlement, it should be available under any plan, not solely 

under theirs. 

THE COURT: So what do you want me to do? Ask Mr. 

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Feldman if he's free to negotiate with you?

MR. QURESHI: Yes.

THE COURT: Mr. Feldman? Are you free to negotiate? 

MR. FELDMAN: Your Honor, as I said in my letter, we 

are free to participate with the debtors in negotiations --

THE COURT: But it has to be jointly?

MR. FELDMAN: Jointly. And we're happy to do that. 

It goes to the fundamental issue, Your Honor, you raised when 

you terminated exclusivity. Would this bring parties together 

or would it push them apart? Unfortunately, it's had the 

latter reaction. But I would also say, if it's eleven billion

dollars in cash, I accept.

THE COURT: Anyone else want to be heard?

Are you standing up to leave?

MR. ZUMBRO: No, just one housekeeping issue with --

THE COURT: Yeah.

MR. ZUMBRO: -- if we're done.

THE COURT: Yeah, go ahead.

MR. ZUMBRO: Paul Zumbro, for the record, Your Honor, 

with apologies to your stomach and to everybody else's --

THE COURT: No, my stomach's okay. I'm --

MR. ZUMBRO: Very quickly. I am pleased and somewhat 

surprised to report that the meet-and-confer process on the fee 

examiner protocol issue was successful. 

THE COURT: All right.

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MR. ZUMBRO: I just wanted to let Your Honor know 

that. Tomorrow, the debtors will be filing a joint submission 

on behalf of the debtors, the TCC, the UCC, and the fee 

examiner, with the revised fee-examiner protocol that resolves 

all of the parties' issues on the protocol, other than the 

nonworking travel issue, which is under submission to the 

Court. 

I should note the U.S. Trustee's Office is still 

finalizing its review, and they may have some changes they wish 

to make, or they may wish to have some reservations read into 

the record, but in any event, I don't believe any of those go 

to the substantive -- the substance of the matters that are 

covered by the protocol, which, as we discussed last time, in 

any event, is a form of guidance for the case. It is not a 

court order.

And we will also be filing tomorrow, as Your Honor had 

requested, a statement by Ms. Janet Loduca, who's the senior 

vice president and general counsel of PG&E Corporation, 

addressing the nonworking travel issue, as well as certain of 

the other issues --

THE COURT: Okay.

MR. ZUMBRO: -- as requested by you, and we hope that 

statement will aid the Court in resolving the open issues. 

THE COURT: Okay, so I'll look forward to that, and 

then I'll take that, and it would be fully submitted at that 

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point. 

MR. ZUMBRO: Correct.

THE COURT: Okay, thank you everyone --

MR. ZUMBRO: Thank you.

THE COURT: -- for the long day, and the long morning, 

and I will do my best to make some progress and let you all 

know. Thank you very much. 

IN UNISON: Thank you, Your Honor.

THE CLERK: All rise.

(Whereupon these proceedings were concluded at 2:21 PM) 

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C E R T I F I C A T I O N

I, Aliza Blumenfeld, certify that the foregoing transcript is a 

true and accurate record of the proceedings.

________________________________________ 

/s/ ALIZA BLUMENFELD, CET-634

eScribers

7227 N. 16th Street, Suite #207

Phoenix, AZ 85020

Date: October 24, 2019

Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 231

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

A

A&C (6)

 201:9,10,22,24;

 202:7;203:21

AB (14)

 56:11;58:9;72:8;

 76:16;131:24;133:5,

 19;153:13;190:6,22;

 193:21;199:5,11,14

Abid (1)

 225:14

abide (1)

 56:4

abides (1)

 56:11

ability (9)

 11:17;13:1;14:17;

 59:6;82:19;114:20;

 122:6;199:22;200:8

able (21)

 17:18,20;20:25;

 21:20;22:21;100:8;

 114:12;149:12;154:24;

 158:6,7,9;161:24;

 167:5;169:18;185:25;

 197:2;199:20;200:3;

 222:23;227:14

ably (1)

 30:4

above (2)

 19:17;133:10

Abram (4)

 103:13,15,17,19

Abrams (19)

 101:18,18,22;102:3,

 5,9,11,16,19,21,25;

 103:2,8,11,14,16,18;

 104:1,3

absolute (6)

 38:3;126:8;127:18;

 128:17;142:22;162:5

absolute- (2)

 59:24;79:20

absolutely (21)

 13:24;19:1;20:11,20,

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 65:8;72:15;94:10;

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 144:12;148:1;152:6;

 192:5

absolute-priority (4)

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absorb (4)

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 21

accelerate (3)

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accelerated (3)

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accept (11)

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 133:21;189:15;196:18,

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acceptable (2)

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accepted (3)

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accepts (3)

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accommodate (3)

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accomplish (1)

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accomplishment (1)

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account (4)

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accurate (2)

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accurately (2)

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accustomed (1)

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achieved (1)

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across (3)

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act (2)

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acting (4)

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action (2)

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active (5)

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activities (1)

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actual (8)

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actually (33)

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 64:3,7,9,10;65:14;

 66:9;68:17;70:16,19;

 73:19;105:17;122:7;

 132:8;155:11;158:1;

 161:15,21;166:14;

 167:2,24;185:8;

 188:13,21;192:18,21;

 193:2;198:9;218:9,11;

 220:23

ad (26)

 39:3;55:23;57:9;

 59:22;81:25;84:3;95:4,

 5,17;122:25;126:2;

 127:5;131:2,14;133:8,

 8;135:5,11;147:20;

 159:21;160:3,5;164:3;

 165:3;166:18;225:15

Adam (3)

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add (1)

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addition (2)

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additional (4)

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address (41)

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 144:2;161:12;165:20;

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 13,23;192:20;200:6;

 201:17;222:11

addressed (14)

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addresses (2)

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addressing (5)

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adequate (2)

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adhere (1)

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adhering (1)

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adjudication (1)

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admin (3)

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administered (2)

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administrative (2)

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admitted (1)

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advance (4)

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advantage (2)

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advantages (2)

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Adventist (5)

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Adventist's (1)

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adversaries (1)

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adverse (2)

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advertised (1)

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advise (1)

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advised (2)

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advising (1)

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affect (5)

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affected (1)

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affecting (2)

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affects (3)

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affirmative (1)

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affirmatively (1)

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afforded (2)

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afraid (1)

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afternoon (6)

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again (69)

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against (22)

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agencies (12)

 46:2,13;47:22;48:7;

 50:11,17;52:18;53:23;

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agency (2)

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agenda (2)

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agent (3)

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aggregate (1)

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aggressive (1)

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aggrieving (1)

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ago (10)

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 137:11;158:25;159:3;

 217:8

agree (29)

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 36:12,19,23;39:4,6,9;

 42:3;52:19;65:14;

 69:18;71:11,13;73:1;

 75:17;76:12;79:4,11;

 110:14,14;163:17;

 176:10;182:20;187:19;

 193:10;195:13;223:11

agreeable (1)

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agreed (20)

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 20;35:15;36:5,15;

 45:25;46:1,16;62:11;

 63:13;71:10;79:5;

 107:11;123:15;128:21;

 189:19;220:25

agreeing (3)

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agreement (21)

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 114:13;137:4,7;

 171:10;172:20;173:6;

 174:6;176:21;183:9;

 184:6,9,15;185:25;

 186:4;192:12;198:25;

 217:4;223:15

agreements (1)

 186:14

AH (1)

 203:7

ahead (14)

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 72:18;125:1,4,18;

 132:24;137:2;166:6;

 171:2;185:8;228:18

aid (2)

 21:12;229:23

Airlines (2)

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Akin (3)

 55:23;166:18;225:14

albeit (1)

 217:2

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(1) A&C - albeit Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 232

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

aligned (5)

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 23;113:3

alignment (3)

 41:9;100:7;107:21

aligns (2)

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allegations (1)

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alleged (1)

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allocation (2)

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allow (8)

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allowable (2)

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allowance (2)

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allowed (11)

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allowing (2)

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allows (3)

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alluded (2)

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almost (9)

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along (3)

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alternative (2)

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alternatively (1)

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although (3)

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altruistic (1)

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always (4)

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ambiguity (2)

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amenable (2)

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amend (2)

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amended (8)

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American (2)

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amicus (1)

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among (2)

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amongst (1)

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amount (22)

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amounts (1)

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ample (1)

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analysis (2)

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ANC (10)

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Anchorage (2)

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and-forth (1)

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Andrew (2)

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announced (1)

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anticipate (1)

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anti-competitive (1)

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anymore (2)

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apart (2)

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apologies (1)

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apologize (4)

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appeal (1)

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appealable (1)

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appear (2)

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appearances (1)

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appearing (1)

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appears (2)

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applicable (2)

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application (4)

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applied (1)

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applies (2)

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apply (13)

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 10;188:21;194:2

applying (1)

 96:22

appoint (1)

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appreciate (7)

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approach (9)

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appropriate (13)

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appropriately (3)

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approval (5)

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approve (23)

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approved (8)

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approves (1)

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approving (2)

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April (1)

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arbitrary (1)

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area (2)

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areas (1)

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Arent (1)

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arguably (1)

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argue (9)

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argued (4)

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argues (1)

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arguing (7)

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argument (39)

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arguments (15)

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arises (2)

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arising (1)

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arms' (3)

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around (8)

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arrange (2)

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array (1)

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Article (2)

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aside (8)

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aspect (1)

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assert (4)

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assertion (2)

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assertions (2)

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asset (1)

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associated (2)

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Association (1)

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assume (3)

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assumed (1)

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assumes (1)

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assuming (5)

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assumption (1)

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assumptions (1)

 139:20

assure (3)

 123:22;127:21;

 131:17

attach (1)

 175:25

attached (4)

 64:2;70:20;171:12;

 175:2

attachment (1)

 70:16

attack (1)

 164:14

attempts (2)

 175:16;201:16

attend (1)

 226:10

attention (1)

 106:9

Attorney (2)

 52:17;210:16

attorneys (1)

 93:16

attractive (3)

 66:24;69:8;134:25

authority (1)

 14:13

authorize (1)

 177:24

available (13)

 21:10;44:8;82:13;

 85:5;149:6;150:2;

 160:19;162:3;163:5;

 167:12;194:16,20;

 227:23

avoid (5)

 126:24;130:17,18;

 151:25;183:1

awaiting (1)

 113:24

aware (7)

 38:15;92:14,15;

 131:23;172:1;197:3;

 225:17

away (5)

 54:16;126:17;142:3;

 167:23;169:7

B

baby (1)

 27:14

back (49)

 11:6;28:7;31:3,6;

 32:24;49:5;51:15,16;

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(2) aligned - back Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 233

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 54:18;63:19;64:10;

 69:24;73:11;81:9,16;

 82:10;92:19;94:22;

 98:18;102:12,16;

 106:4,4;115:6;117:24;

 131:11;136:7;137:25;

 138:9,11;148:14;

 150:14;152:20;156:23;

 165:1;166:13;170:22;

 174:21;175:20;177:10;

 183:25;190:13;192:7;

 193:18;195:15;196:8;

 198:15;216:13;226:16

back- (1)

 59:2

back-and-forth (1)

 59:2

backburner (2)

 73:5;81:15

backed (5)

 37:6,7;48:3;226:3,6

backstop (3)

 160:8;162:5;206:16

backup (2)

 130:5,10

bad (1)

 179:19

Baghdati (1)

 152:14

BAILIFF (8)

 6:5,10;43:2,23;44:1,

 4,7,9

Baker (4)

 6:16;7:7;22:25;

 93:20

balanced (2)

 7:2;107:7

bank (3)

 100:19;115:16;

 179:16

bankrupt (1)

 202:23

Bankruptcy (25)

 10:7,12,22;11:23;

 19:19;76:3,4;96:19,20;

 103:23;120:7;123:10;

 142:15;143:22;148:24;

 155:6;156:7;159:22;

 199:9,13,22;201:20;

 203:21;211:7;213:14

banks (5)

 47:23;99:11,16;

 134:17;170:21

BAP (1)

 187:21

bar (9)

 46:3,5,7,8;47:4;48:1;

 52:5;130:22,23

based (7)

 26:24;41:14;76:23;

 121:22;131:21;139:20;

 161:16

basic (2)

 27:15;217:25

basically (4)

 28:7;113:7;219:24;

 221:12

basis (6)

 68:21;110:16;

 132:18;137:14;162:21;

 196:13

bath (1)

 27:14

Baupost (1)

 6:23

Bay (1)

 26:3

bear (1)

 159:5

became (1)

 143:4

become (4)

 34:25;122:25;

 130:13;175:25

becomes (2)

 26:20;166:2

bef (1)

 30:23

begin (1)

 136:20

beginning (1)

 64:15

behalf (19)

 7:7;15:19;18:8;

 45:19;48:13;50:10;

 55:23;93:20;95:3;99:1;

 104:8;113:19;115:15;

 147:20;158:19;166:18;

 182:1;225:15;229:3

behind (3)

 136:22;140:2,22

belief (2)

 190:6,20

believer (2)

 150:11,12

believes (4)

 93:19;103:3;158:1;

 198:21

beneficial (1)

 225:17

beneficiaries (1)

 47:21

benefit (11)

 14:15;76:8;162:25;

 185:1,11;217:15,22;

 218:16;219:18,22;

 221:12

benefits (3)

 177:25;178:3;227:22

Bennett (57)

 29:19;68:1;69:22;

 114:24;115:1,2,8;

 116:22;121:1,11;

 126:13;135:17;136:10,

 13,19,24;138:5,8,10,

 15,18,22;140:7,9,11,

 15,17,19;141:6,9,12,

 17,19,22,24;142:12,14;

 143:12,14;144:12,15,

 24;145:5,7,10,16,18;

 146:2,9,13,24;147:3,5;

 159:8,9,11,15

Bennett's (4)

 110:22;127:20;

 166:24;167:14

best (18)

 38:4;52:21;56:4;

 57:7;64:20;110:2,6;

 120:5;143:6;162:2,3;

 168:22;186:21;211:4;

 217:6;224:4;225:3;

 230:6

better (10)

 25:12;30:10;89:24;

 110:4;135:10;141:12;

 157:23;162:11;163:6;

 170:6

beyond (5)

 7:2;9:24;19:17;91:6;

 159:6

Bienert (1)

 104:7

big (9)

 61:11,21;69:8;82:21;

 143:7,16,17;151:22;

 152:10

bigger (1)

 68:19

biggest (2)

 65:22,24

bill (1)

 12:13

billion (79)

 62:2,15;63:2;66:1,

 19;68:4,4,6,11,13;

 69:14;82:7;106:23;

 122:2;124:15;131:4;

 134:8;137:5,6;139:8,9,

 10;142:10;149:11;

 150:1,3,3,4,5,7,10;

 152:21;153:7,10;

 155:11,13,14,24;176:4;

 178:15,19,24;179:1,2,

 12,16;191:18;193:16,

 17;195:14;202:3;

 204:3;206:12,19;

 207:11,15;208:2;

 209:10,11,11;210:6;

 211:2,12;213:18;

 214:3;215:3;217:5,24;

 218:24;219:13;220:10,

 15,24;221:4,5,7;227:5,

 10;228:11

billion-dollar (1)

 210:11

bills (2)

 13:9,11

bind (1)

 202:10

bit (12)

 6:19,21;7:2;22:6;

 37:22;47:20;67:24;

 72:12;86:19;147:6;

 181:17;196:19

black-letter (1)

 212:18

blank (1)

 118:17

blanks (1)

 118:20

blast (1)

 145:19

blended (1)

 32:2

blocked (1)

 28:19

blow (2)

 72:4;142:3

blows (1)

 133:11

board (2)

 36:25;124:21

boil (1)

 157:22

BOKF (1)

 106:19

bond (5)

 39:23;57:15;104:23;

 160:4,8

bondholder (8)

 96:11;131:14;149:5;

 151:15;167:2,9;181:2;

 206:14

bondholders (13)

 39:4;42:7;90:6;

 100:2,21,24;117:3;

 134:21;135:5,11;

 143:5;161:2;167:13

bondholder's (1)

 219:9

bonds (4)

 40:17;58:2;99:11;

 160:9

bored (1)

 52:15

both (35)

 11:9,17;22:8;26:6;

 29:7;49:10;67:2;76:5;

 80:14;83:15;90:2;92:4;

 95:16;100:25;111:22;

 117:17;132:3,6;

 133:18;140:10,12;

 141:13;144:21;146:12;

 150:9;155:9;157:1;

 198:25;204:19;205:3;

 218:20,20;219:9;

 220:2;221:24

bothering (1)

 10:21

bottom (1)

 73:13

bottoms (2)

 75:20;168:16

bound (2)

 225:19;227:15

bounded (1)

 145:19

brackets (1)

 129:8

brains (1)

 38:4

BRAY (44)

 89:8,10,10,12,13,14,

 19,22;90:2,5,10,12,14;

 91:12,14,16,21,24;

 92:1,8,10,12;93:7,22;

 216:10,11,12,18;218:7,

 22,25;219:3,5,11,15,

 17,22;220:11,15,19,23;

 221:9,11,17

break (7)

 25:16;33:1;39:5;

 110:15;117:24;149:25;

 207:10

breakers (1)

 157:4

breaking (5)

 91:20;147:1;149:13,

 16;164:11

breaks (3)

 72:3,3,12

bridge (1)

 66:19

brief (54)

 15:1;23:21;28:9,10;

 29:5,7,7,16,17;30:3,9,

 17;31:17,17;32:17;

 41:1,2;43:14,14;44:25;

 45:1;46:19;48:22,22;

 49:3;50:12;52:15;53:3;

 54:24;81:23;83:11;

 84:5,7;86:15;93:2,5;

 98:8,10,14;99:21;

 100:22;101:4;107:14;

 108:3,8;109:3;112:7,

 10,16;113:12;114:2;

 115:4;148:10;177:11

briefed (3)

 44:12;107:8;208:12

briefest (1)

 22:7

briefing (50)

 6:19;22:16;23:1,5;

 27:20;31:11,22;33:23;

 34:19;35:17;36:14,20;

 45:10;46:2,15;48:2,14;

 49:21,22,22;54:22;

 56:2,14;57:2;70:13;

 71:21;81:16;82:20;

 83:1,19;86:21;90:24;

 91:8;92:6;93:9;94:5;

 98:20;99:10;102:11;

 104:4;105:22;106:2,7,

 14;113:16;118:6,8;

 137:17;144:21;176:14

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(3) back- - briefing Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 234

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

briefly (5)

 99:10;116:6;136:14;

 147:11;148:22

briefs (51)

 12:12;14:21;27:16;

 28:16;29:1,22;36:16;

 37:25,25;38:1;41:23;

 42:9,10;43:9;47:10;

 49:19;50:21;52:9,20;

 53:25;55:6;82:24;

 87:25;89:1,4;92:3,25;

 93:10;101:2;107:11,

 12,17;108:4;109:10,

 10;110:18;112:17,18;

 114:15;116:24,25;

 117:7,9,17;118:24,24;

 119:3,4,22;120:6;

 183:24

brilliance (4)

 36:8,9,10,12

brilliant (2)

 35:7,11

bring (5)

 94:22;106:8;137:25;

 210:6;228:9

brings (1)

 152:20

broader (1)

 10:11

brought (1)

 66:6

bucks (1)

 211:12

buildup (1)

 12:17

bulk (1)

 66:16

bullish (3)

 27:4,9,10

bunch (1)

 209:5

bundle (2)

 82:21;172:22

burden (6)

 59:6,12;76:22;

 109:18;116:15;207:1

business (6)

 68:11;81:6;142:23;

 162:23;175:13;199:10

Butte (2)

 25:23,25

buy (2)

 142:18;161:21

buying (1)

 27:14

BYU (1)

 210:23

C

calculating (2)

 100:11,16

calculation (1)

 181:18

calendar (7)

 6:10;46:16;85:25;

 105:21;168:6;222:16;

 223:14

CALIFORNIA (20)

 6:1;26:7;46:1;49:11;

 50:19;52:18;82:2;

 96:14,17;109:15;

 135:7;206:15;208:23;

 211:18;212:5,14,18;

 213:6;215:4,7

Call (9)

 6:4;25:20;31:23;

 37:25;54:1;126:10;

 168:11;178:12;217:11

called (6)

 59:17;60:10;82:17;

 150:1;177:3,4

calm (1)

 147:8

came (5)

 22:21;87:25;163:20;

 203:7,10

camel (1)

 187:6

can (144)

 12:13,15;16:23;20:4;

 28:5,8;29:21;30:15;

 33:3,11;35:13;36:19;

 37:10,24;38:5;39:5,6;

 40:13;41:3,4;42:14;

 43:3,24;48:10;50:23,

 24,25;51:4,8;52:3;

 53:11,15;56:8;57:10,

 10,11,12;61:22;62:5,5;

 63:23;64:15;65:12,21;

 69:16;73:3;74:12;76:3,

 8;77:15,22;78:14;81:4;

 83:11;84:6,11;85:6;

 86:4;87:15;88:11,11,

 15;89:17,24;90:3;

 94:12;102:12,16;

 103:1,21,22,23;105:5;

 106:4,4;110:2,6;

 114:18;118:7;120:23;

 125:24;126:20;127:21;

 128:20;130:21;131:7,

 11;132:2,3,6,7,10,16,

 17,21;133:7;137:3,19;

 141:10;142:4;144:21;

 146:14;152:21;156:7,

 23;157:14;159:16;

 161:5,12;164:11,14;

 166:1,6;168:22;

 172:15;174:2;178:13;

 182:16,16,20;183:5,5;

 185:1;187:23;189:5;

 191:1;196:12;197:14,

 22,24;198:15;199:17;

 204:3;213:19;214:23;

 216:13;217:5,14;

 218:5;222:10;224:4;

 225:3;227:17,18

Cantu (9)

 24:16,18;25:1,13;

 26:14,20,22;27:13;

 30:24

Cantu's (3)

 26:15,16,17

cap (5)

 21:7;75:20;155:11,

 11,22

capabilities (1)

 162:4

capable (2)

 11:23;223:22

capacity (5)

 105:1;133:18;

 134:13,17,19

Capital (9)

 104:9,10;134:22;

 135:9;142:21;158:19,

 20;162:1;163:5

Caplus (1)

 42:24

capped (2)

 155:13;208:18

capping (1)

 168:19

Cardelucci (4)

 91:4;95:22,23;97:8

care (3)

 41:13;175:6;182:19

carrier (1)

 190:12

carriers (3)

 190:11;192:6,8

carry (3)

 61:6,8,19

case (82)

 11:14,15,24;14:13,

 21;27:13;39:17;45:23;

 74:23;79:4;80:17;

 89:17;93:23;95:8,11,

 13;96:5,14;97:12,15,

 25;120:7,23;121:18;

 122:8;128:11;134:24;

 137:15;138:23;139:5;

 143:17;150:16,20;

 151:23,24;153:13;

 154:13;156:7;161:19,

 23;162:21;167:10;

 173:12;176:15,16,16,

 17;177:22;179:9;

 184:15;185:12,14,15;

 186:18;188:8;193:1,

 20,24;197:16;199:22;

 202:2,21;203:8,14;

 204:10;207:11,16;

 211:5,19,23,23;212:2,

 12,22,25;213:2;

 214:24;215:25;217:6;

 222:2;227:10;229:14

cases (23)

 14:11;51:24;97:11;

 109:9,11;117:17;

 123:17,24;130:3,19,21;

 131:15,17,25;135:25;

 137:15;143:16;148:24;

 185:4;212:17;213:6;

 221:24;224:14

cash (11)

 124:12,15;143:18;

 179:2;211:12;213:10,

 10,12;227:5,10;228:12

catastrophic (1)

 138:20

categories (2)

 31:11;145:20

category (1)

 160:12

cats (1)

 170:22

caught (1)

 92:18

causal (2)

 160:25;161:11

causation (1)

 12:3

Cecily (2)

 93:20;213:25

center (4)

 134:17;153:8,9;

 165:9

Centerbridge (2)

 104:9;158:20

cents (7)

 68:3;150:18;153:6;

 167:15;180:7;215:4,7

certain (6)

 53:17;76:20;86:1;

 138:3;160:5;229:19

certainly (11)

 17:7;24:3;36:12;

 101:1;117:18;144:8;

 170:4;173:20;175:22;

 180:7;222:18

certified (2)

 203:5;212:15

cetera (3)

 33:9;115:20;175:19

chain (1)

 143:6

challenge (2)

 25:21;166:1

challenged (1)

 209:24

challenges (1)

 170:3

chance (3)

 49:11;56:12;92:20

chances (1)

 119:25

Chandler (5)

 211:19,22;212:19,

 20;222:2

change (15)

 34:6,11,23;47:21;

 79:25;88:23;138:3,4;

 150:16;156:21;185:16;

 208:8;209:13,16;

 213:19

changed (12)

 34:3,4,21;37:12,15;

 42:20;56:6,7;88:2;

 90:18;130:12;176:2

changer (1)

 184:11

changes (2)

 175:7;229:9

changing (3)

 69:24;87:8;116:8

Chapter (4)

 51:24;56:9;135:25;

 193:1

charge (1)

 210:18

charged (1)

 112:24

charity (1)

 79:17

chart (3)

 70:18,19,20

chart'd (1)

 72:21

cheap (1)

 193:11

check (2)

 69:6,8

checked (1)

 7:21

checklist (2)

 37:17;145:2

choice (8)

 77:6;80:14,16;

 109:20;190:9;195:23;

 197:22;219:7

choices (2)

 148:5;214:8

choose (6)

 194:9;197:22,24;

 219:12,15;227:5

chosen (1)

 153:11

Circuit (19)

 51:25;91:7;96:24;

 97:4,12;177:22;

 190:10;197:16;201:10,

 16,19;203:5,8,11,15,

 15,16;211:19;213:14

circuits (1)

 109:7

circulate (1)

 53:11

circumstance (2)

 17:3;162:9

circumstances (9)

 102:24;138:3;162:3;

 164:23;165:2;169:21;

 203:9,11;217:21

cite (3)

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(4) briefly - cite Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 235

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 51:24;213:3,4

cited (5)

 14:11;137:16;

 211:22;212:2;213:1

Citibank (1)

 99:1

Civil (4)

 50:9;56:4;96:14;

 182:1

civilized (1)

 7:2

claim (79)

 7:24;9:15;14:14;

 40:1;48:3,17,18;49:18;

 50:14,14;61:25;62:24;

 64:17;74:13;107:23;

 128:5,6;176:4,19,22;

 178:15,18,24;179:1,12;

 180:11,12,14;182:7;

 183:10,18;185:13,22;

 190:10,18;192:4;

 193:8,9;194:9,10;

 195:13,25;196:3,22,24;

 197:6,24;198:14,25;

 199:22;201:13,17;

 202:2,7;204:18,20,21,

 24;205:2,5,6;206:3;

 209:13,13,23,24;210:1,

 2;211:11;212:8;217:5,

 7,24;218:1;220:15;

 221:4,6,13;226:24

claimant (2)

 101:23;177:3

claimants (45)

 7:8;8:7;13:25;14:8,

 10,16,18,23;21:12;

 29:11;32:20;36:21;

 38:18;44:21;48:5,6,14;

 56:10;61:9;62:10;

 74:11;78:1;93:21;

 124:8,14,17;150:3;

 153:10;158:1,8,9;

 171:16;180:23;181:4;

 186:1;193:19;202:1;

 207:16;212:14;215:20;

 217:3,5,17;219:19;

 220:5

claimants' (2)

 121:23;124:11

claimant's (2)

 122:6;126:24

claims (99)

 7:20;8:1;12:5;21:12;

 35:14,14;46:4,13,13,

 17;47:5,5,12,23;48:15;

 49:9,10,11;50:16,18,

 19,22;51:22;53:13,22;

 54:24;66:1;67:8;69:14;

 75:20;78:2;90:20;95:4,

 11,11,19;104:19;122:3,

 8;126:4,25;128:15;

 130:19,25,25;131:1,2,

 3;137:14;138:6;142:1,

 23;149:10;150:6,11,

 12;152:12,16,18,22;

 153:4;160:1,11;167:8,

 12,25;168:1,6,7,20;

 184:6;185:14;188:19,

 19;190:19;192:7;

 193:16;195:7,15;

 200:8;202:23;204:19,

 19;205:3;206:11,22,23,

 24;207:3,11,12,12,14,

 15;211:15;216:15;

 218:17;222:18;226:1

clam (1)

 155:24

clarified (1)

 195:17

clarify (1)

 189:7

clarifying (2)

 191:13;200:11

class (19)

 14:14,16,18;60:1,2;

 61:6,8,19;73:9,10;

 75:6;95:18;97:15;

 127:24,25;157:25;

 159:23;160:4;207:18

classes (1)

 37:19

classmates (1)

 180:19

clean (1)

 106:24

clear (22)

 10:4;24:25;25:2;

 43:21;58:18;70:4;

 73:15;99:13;116:16;

 118:13;119:2;123:13,

 13;126:22;131:21;

 160:15;171:6;173:2;

 189:17,20;222:10;

 227:16

clearly (5)

 19:13;59:20;129:22;

 134:21;174:5

CLERK (3)

 118:2,4;230:9

client (16)

 51:8;85:17;101:21;

 114:15;185:18;188:22;

 195:22,25;196:12;

 198:9,10,10;199:13,14,

 15,20

clients (21)

 13:10;68:16;93:24;

 127:20;139:16;142:18;

 148:1;156:21;157:10;

 163:24;165:16;167:14;

 178:1;184:4;189:11,

 12,13;193:15;214:6;

 223:9,14

clients' (1)

 156:17

client's (3)

 72:12;117:2;139:18

close (4)

 68:11;142:1;201:21;

 203:22

closer (1)

 181:15

clue (1)

 159:18

co-counsel (3)

 21:19;52:17;104:7

Code (18)

 10:7;19:19;20:22;

 77:21,22;80:8;96:14;

 109:23;120:7;123:10;

 142:15;148:24;155:6;

 159:22;162:19;204:6,

 18;211:7

co-debtors (1)

 205:14

coerced (2)

 190:21;196:19

cognizant (2)

 131:22,25

collaborate (2)

 84:5;101:9

colleague (1)

 31:4

colleagues (5)

 12:11;29:4;30:15;

 62:21;94:11

collecting (1)

 193:23

collective (1)

 37:23

colloquially (1)

 203:14

colloquy (1)

 216:14

Colstro (1)

 115:16

combination (1)

 124:12

combine (1)

 101:2

combined (1)

 112:18

combining (2)

 112:16,22

comfortable (2)

 76:24;132:19

coming (10)

 28:3;66:16;103:11;

 130:24;157:24;166:13;

 195:2;196:8;211:16;

 215:23

commence (1)

 46:15

comment (5)

 6:17;11:6;157:23;

 199:5;215:20

comments (6)

 28:8;56:3;89:14;

 116:23;169:13;200:11

commitment (5)

 123:18;134:14;

 160:5,9;163:25

commitments (7)

 86:11;133:11,25;

 134:9,16;162:5;167:3

commits (1)

 213:17

committed (1)

 54:6

committee (40)

 7:7;14:12,15,17;

 15:19;18:12;20:25;

 21:11;22:24;29:20;

 55:24;57:9;82:1,5;

 84:1;89:7,12,16;92:12;

 93:21;95:4;100:25;

 113:4;121:23;122:6;

 131:13,14;133:8,9,9;

 147:20;154:13;160:3,

 6;164:3;165:3;166:19,

 24;167:2;216:12

committee's (1)

 20:23

communicated (1)

 115:23

companies (5)

 47:23;153:5;203:18;

 212:16;215:2

company (42)

 6:25;56:9,15;61:20;

 67:3;73:16;76:15;81:2;

 93:8;95:12;96:16;

 100:13;104:10;134:3;

 139:15;152:18;160:20;

 162:10;174:24;175:18;

 178:4,25;179:23;

 188:21;193:9,12,20,24,

 24;195:14;196:17,21,

 21;197:1;198:20,21;

 200:9,10;204:13;

 205:1,6;220:21

company's (4)

 64:8;113:21;180:15;

 193:22

competing (12)

 33:12;69:25;121:21;

 136:1;163:8,10,11;

 164:12;179:11;206:2;

 220:9,21

competition (1)

 220:1

complain (2)

 40:19,20

complained (1)

 12:14

complaining (1)

 188:20

complete (2)

 123:21;175:23

completely (7)

 7:19;20:24;88:6;

 122:21;167:24;172:18;

 173:14

complex (4)

 75:22;76:1;109:12,

 12

complexity (1)

 110:1

compliance (1)

 133:5

complicated (6)

 36:18;144:17;146:9;

 171:9,11;188:17

complimenting (1)

 174:10

component (3)

 76:5,5;152:11

comprehensive (3)

 75:18;76:9;170:23

compromise (18)

 7:21;150:1,2;151:19;

 152:8;153:9,15;

 154:14;158:4,6,10;

 177:3;183:14,14;

 186:10;193:16;194:16;

 195:13

compromised (1)

 196:22

compromises (2)

 8:2;9:1

computer (1)

 68:17

conceded (1)

 144:7

concede's (1)

 144:8

concept (1)

 195:10

conception (1)

 180:10

concern (1)

 89:19

concerned (7)

 15:23;30:24;101:19,

 24;102:19;150:8;

 181:13

concerning (1)

 137:13

concerns (2)

 103:4;105:20

concise (1)

 148:11

conclude (1)

 147:9

concluded (4)

 131:20;132:1;133:7;

 230:10

concludes (1)

 26:19

conclusion (1)

 56:10

concur (2)

 148:25;171:13

concurrence (1)

 58:22

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(5) cited - concurrence Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 236

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

concurrent (3)

 58:20;107:11,11

condemnation (7)

 12:5;23:8;25:13,22;

 30:10;42:19;120:15

condition (6)

 78:4;182:6,14;

 199:17,21,21

conditioned (1)

 133:4

conditions (1)

 160:22

confer (2)

 44:19;49:12

conference (1)

 59:4

conferences (1)

 145:18

confident (2)

 61:7;62:25

confine (1)

 139:22

confining (1)

 151:25

confirm (22)

 45:9;59:22;75:19;

 77:4,11;80:10;124:3;

 127:15;140:14;144:6;

 155:16,18;156:14,15;

 217:1,16;218:13;

 219:5,6,10,23;220:4

confirmability (1)

 165:10

confirmable (16)

 62:8,18;72:13;76:20;

 78:6,8;80:13;146:5;

 155:9;157:1,1;164:25;

 219:7;220:18,22,22

confirmation (80)

 7:20;8:25;32:23;

 33:2,3,8,12,15;58:8;

 60:7;62:3;64:15,16;

 65:18,21;73:4,17;74:1;

 78:4,14;79:12;81:16;

 82:11;87:17,18;89:24,

 25;90:7;91:16,19;92:1;

 94:12;103:6;105:20;

 115:4;116:23;117:25;

 121:7;122:4;124:23;

 130:16;136:4,25;

 137:13;141:15;142:8;

 144:21;154:16,20;

 155:17,18;158:2,3;

 159:5;163:9;164:24;

 165:14,15,20;166:3;

 176:8;180:8;185:7;

 193:7;202:12;207:20;

 208:10,12;210:8;

 211:4,8;214:22;

 216:25;217:7,20;

 218:9,12;220:9,12;

 221:3

confirmed (17)

 37:18;63:23;77:8,23;

 78:23,23;80:10;103:1,

 21;125:10;156:7,14,

 17;158:7;179:12;

 218:20,21

confirming (3)

 76:16;79:19;217:23

conflict (3)

 21:4,5,6

conflicts (1)

 21:2

confused (3)

 7:16;54:9;211:1

confusing (2)

 174:18;176:25

confusion (1)

 192:23

conglomeration (1)

 173:15

Congress (1)

 120:7

conjunction (1)

 180:8

connection (11)

 8:14;40:16;57:8;

 60:23;62:3;74:9;76:7;

 130:16;136:22;208:16;

 226:25

consecutive (1)

 58:19

consensual (8)

 67:12;184:2;196:19;

 197:13,16,18;203:3,19

consensus (5)

 122:25;123:19,23;

 124:22;166:6

consequence (5)

 164:10;199:12;

 216:19,23;220:9

consequences (2)

 137:21;178:23

consider (9)

 22:16;24:25;81:12;

 110:3;142:7;172:10;

 176:3;182:15;209:5

consideration (11)

 32:23;101:25;124:9,

 10;156:9;164:25;

 173:9;182:12;187:17;

 227:1,3

considerations (1)

 107:19

considered (2)

 107:9;136:3

consistent (9)

 34:8,20;36:6;118:15;

 123:10;135:25;136:1;

 172:18;177:5

consolidate (1)

 120:5

consolidated (1)

 84:7

constituencies (1)

 164:3

constituency (3)

 21:14;92:5;126:4

constituent (2)

 21:10;149:2

constituents (1)

 149:7

constitutes (1)

 160:15

constitutional (1)

 26:19

construct (1)

 84:25

constructed (1)

 26:25

constructive (1)

 170:25

consummated (1)

 162:7

contacted (1)

 90:19

contain (1)

 185:4

contained (1)

 192:24

contains (2)

 182:13;217:19

contemplated (1)

 148:4

contend (2)

 46:17;206:16

contested (3)

 143:3;220:11;221:3

context (8)

 25:4;89:15;109:17;

 128:20;131:17;159:4;

 208:13;210:8

Continental (2)

 14:12,21

contingent (1)

 51:19

continue (6)

 133:1;143:20;

 214:21;215:21;216:6;

 224:20

continuing (1)

 224:20

contract (10)

 41:4;96:11,12,13,16;

 97:15;100:17;204:19;

 205:6,7

contractual (4)

 96:15;97:17,19;

 100:10

contrary (1)

 193:13

contrast (1)

 195:16

contrasting (1)

 184:14

contravention (1)

 123:21

control (1)

 67:3

controlling (1)

 186:7

controversial (1)

 120:17

controversies (1)

 7:21

convenient (2)

 87:7;88:8

conversations (1)

 56:15

convince (6)

 12:16;26:13;73:3;

 80:10;149:12;173:11

cooperatively (2)

 101:3;115:23

coordinate (7)

 29:8;108:7;113:8,9;

 117:5;118:7;120:3

coordinating (2)

 13:3;29:9

coordination (3)

 11:13;108:1;113:11

co-plaintiff (1)

 12:12

copy (1)

 70:24

core (5)

 64:16;76:4;100:7;

 176:5;212:6

Corning (2)

 205:15;206:1

corollary (1)

 96:11

Corporation (2)

 6:11;229:18

correcting (2)

 163:18;183:1

correctly (1)

 146:18

correspondence (2)

 22:25;159:16

corresponding (1)

 137:18

cost (2)

 20:21;142:21

costs (2)

 19:23;20:15

co-trial (1)

 15:2

counsel (24)

 6:21;15:3;21:20;

 22:8,9;31:14;40:23;

 44:19;50:4;61:6;89:12;

 94:24;105:18;106:18;

 111:15;120:3;169:24;

 181:21;189:24,24;

 216:12;221:25;224:2;

 229:18

count (2)

 74:3;184:13

country (1)

 170:21

couple (17)

 7:17;39:7,19;51:16;

 82:10;108:16;121:5;

 133:1;159:11;165:23;

 166:15;169:13,24;

 178:10,13;208:17;

 222:19

course (27)

 14:1,1;31:25;33:5,7;

 34:13;52:5;68:22;71:4;

 79:15;112:20;114:3;

 115:21;122:4;134:14;

 137:5,15,25;140:2;

 142:1;143:2;144:4;

 145:23;163:22;178:2;

 223:16,18

Court (1064)

 6:4,5,7,12,17;7:9,12,

 14,16,19,24;8:7,9,13,

 17,19,22,24;9:5,8,11,

 17,17,20,21;10:5,7,9,

 11,15,17,17,20,22,25;

 11:4,19,22,23;12:7,11,

 24;13:2,7,15,21;14:1,4,

 17,24;15:4,10,13,25;

 16:4,6,9,9,16,18,22,23;

 17:6,11,14;18:1,3,7,12,

 16,19,22,22,25;19:4,5,

 7,12,15,16,20,25;20:5,

 7,12,14;21:15,21,22,

 25;22:5,18,20;23:17,

 20;24:2,11,12,22;

 25:10,12,15,23,23,25;

 26:2,3,5,8,9,11,15,17,

 23;27:1,3,8,12,19;28:2,

 13,23,25,25;29:4,10,

 13,23,25;30:9,20,22;

 31:3,7,15,22;32:9,15,

 18,21;33:14,19,21;

 34:1,4,10,12,14,17,23;

 35:2,4,6,10,17,19,24;

 36:1,2,4,8,10,13,22,25;

 37:3,8,14,16;38:7,9,11,

 13,19,21,25;39:12,15,

 23,25;40:3,6,8,10,12,

 15,18;41:7,12,18,20,

 22,24;42:2,5,15,22;

 43:3,7,15,17,19,24;

 44:3,5,8,10,17,23;45:4,

 6,13,17,23;46:5,8,11,

 24;47:1,8,18,25;48:11,

 15,16,20,24;49:2,5,15,

 17,24;50:1,8,23,25;

 51:2,4,6,8,11,13,18,20,

 24;52:2,4,6,13,15,20,

 22;53:4,6,16,19,21;

 54:4,6,11,13,15,20;

 55:3,5,10,13,15,18,21;

 56:19,21,25;57:4,6,20,

 23;58:1,3,5,10,12,14,

 17,23;59:5,9,11,15,17,

 19,20;60:1,3,5,8,18,20,

 22;61:1,3,10,12,14,17,

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(6) concurrent - Court Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 237

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 23;62:14,16,20;63:6,9,

 11,14,17,19;64:1,4,6,

 19,21,24;65:2,6,9,16,

 18;66:4,8,18,20,22,25;

 67:2,10,17,20,22,25;

 68:6,8,12,14,22,25;

 69:10,13;70:3,8,14,17,

 21,25;71:4,8,10;72:5,7,

 9,11,16,25;73:14,23,

 25;74:3,6,8,14,16,20,

 25;75:2,5,9,12,17,23,

 25;76:3,12,18,25;

 77:11,14,16,19,21;

 78:5,10,15,18,21;79:5,

 9,15,17,22;80:19,23,

 25;81:5,11,14,18,20,

 22;82:15,17;83:2,4,6,8,

 11,16,18,24;84:2,8,13,

 16,19,21;85:4,6,8,11,

 13,15,17,24;86:4,7,9,

 15,19,24;87:13,19,21,

 23;88:5,7,13,16,19,21;

 89:6,9,11,13,18,20,21;

 90:1,3,9,11,13,23;

 91:11,13,15,18,23,25;

 92:7,9,11;93:6,13,24;

 94:2,7,8,11,19,23;95:5,

 7,20,24;96:1,4,6,8,19,

 22;97:1,5,7,10,13,14,

 18,21,23;98:3,5,8,12,

 15,18,20,23;99:3,6,15,

 18,24;100:1,5,18,20;

 101:6,12,14,16,21;

 102:2,4,8,10,18,20,25;

 103:3,10,13,15,17,19,

 23;104:2,4,11,13,16,

 18,21,24;105:2,5,8,11,

 14,24;106:1,5,7,11,13,

 16,21;107:5,16,24;

 108:11,13,15,25;109:3,

 8;110:19;111:2,4,6,8,

 13,21,24;112:2,5,15,

 20,22;113:10,13,15;

 114:5,8,10,15,19,23;

 115:6,9,13,24;116:2,5,

 9,14;117:12,16,20,23;

 118:4,5,22;119:1,16,

 19,21,25;120:15,19,21,

 23;121:10,17;122:11;

 123:19,25;124:18,25;

 125:3,5,8,16,19,21;

 126:7,9,13,17,19,21;

 127:1,3,9,12,14,19,22;

 128:4,12,19,23;129:1,

 3,9,18,20,25;130:7;

 131:23;132:12,21;

 133:4,12,14,17;134:18;

 135:13,23;136:5,10,15,

 23;138:2,7,9,14,17,19;

 140:6,8,10,12,16,18,

 20;141:4,7,11,13,18,

 21,23;142:11,13;143:9,

 13,22;144:5,13,23;

 145:1,6,9,13,17;146:1,

 8,11,16,21,25;147:4,8,

 12,16,21,22,24;148:3,

 5,8,13,17,20;149:3,15,

 18,21,24;150:21,25;

 151:2,6,8,11,17,21;

 152:1,3,5,18,25;

 153:16,19,23,25;154:2,

 6,8,10,12,15,19,23;

 155:1,4,7,15,22;156:1,

 3,8,12,19;157:7,9,14,

 18,21;158:12,14;159:1,

 3,8,10,14,18,25;

 160:24;161:3,5,9,14;

 163:7,11,14,16,22;

 164:9,19;165:5,7,11,

 18,25;166:8,10,12,17,

 21,25;167:16,18,20;

 168:10,14,18,24;169:1,

 3,6,12;171:18,20,23;

 172:1,5,8,10,13,24;

 173:1,5,8,22,24;174:7,

 16,23;175:1,4,7,12,14,

 20,22;176:1,3,6,10,13,

 15;177:15,18,21,23,24;

 178:2,10,17,20;179:4,

 6,8,10,19,21;180:1,5,

 10,16,21,25;181:5,9,

 12,17;182:3,8,18,23;

 183:4,7,12,17,19,21,

 23;184:9,16,20,23;

 185:15,21;186:3,6,10,

 16,20;187:1,5,7,11,14,

 16,19,25;188:4,10,14,

 25;189:3,9,12,16,21;

 190:3,16,23;191:4,10,

 12,17,22,25;192:9,12,

 14,17;193:3,6,7;194:1,

 3,9,19,22;195:1,10,11,

 16,21;196:2,4,6,10,18,

 23,25;197:3,12,18,21,

 25;198:5,12,17;199:1,

 2,4,8,25;200:15,21;

 201:2,5,20,22,24;

 202:17,19,21,25;

 203:21,25;204:8,12,15,

 23,25;205:10,12,14,16,

 19,22;206:2,8,25;

 207:6;208:4,6,22,25;

 209:3,16,19,22;210:3,

 10,13,16,18,20,22,24;

 211:1,22;212:1,6,21,

 22,25;213:5,8,14,23;

 214:4,8,11,13,19;

 215:8,15,17,24;216:3,

 6,7,9,17;218:6,18,23;

 219:1,4,6,12,16,21;

 220:8,13,17,20;221:8,

 10,14,18;222:14;223:1,

 8,10,12,16,18;224:9,

 14,15,17,23,25;225:3,

 11,13,17,25;226:3,8,

 12,15,20;227:7,25;

 228:3,6,13,16,18,21,

 25;229:7,15,21,23,24;

 230:3,5

courtroom (6)

 15:5;38:23;39:10;

 47:15;92:17;138:1

courts (1)

 212:5

Court's (6)

 6:10;46:16;76:4;

 145:24;177:19;182:12

covenants (1)

 217:11

covered (2)

 51:3;229:13

CPUC (5)

 101:22;103:7;

 132:15,18,20

CPUC's (2)

 132:14,16

cramdown (1)

 128:17

cram-down (1)

 38:2

Cravath (2)

 23:19;45:18

crawl (1)

 139:18

crazy (2)

 40:24;187:8

create (4)

 175:24;177:16;

 194:18;197:1

created (1)

 17:2

creates (1)

 17:3

creating (1)

 20:1

creative (1)

 32:25

credit (3)

 113:21;139:24,25

creditor (19)

 54:24;55:1;83:19;

 97:24,25;125:11;

 143:23;150:19;160:13;

 176:18,22;185:17;

 186:22;201:12,17,18;

 203:22;220:4;226:22

creditors (32)

 15:19;46:14,19;

 55:10,13;76:15;90:22;

 91:9;92:14,16;96:9,13;

 98:1;104:13;131:18;

 143:19,21,25;149:3;

 150:14;159:23;160:18;

 162:14;167:13;176:19;

 186:18;217:15,23;

 218:14;219:8,17,19

creditors' (13)

 18:12;29:20;46:17,

 20;84:1;89:7;100:24;

 113:4;119:15;201:20;

 203:16;211:6;213:15

creditor's (1)

 119:18

creep (1)

 58:16

creeping (1)

 6:20

criminal (1)

 210:18

critical (1)

 37:23

criticizing (1)

 141:10

cross-designated (1)

 12:23

cross-designating (1)

 12:23

Crowded (2)

 6:7;222:17

crushed (1)

 86:1

Crutcher (1)

 95:3

current (2)

 102:23;133:11

currently (1)

 29:17

customary (1)

 132:10

cut (2)

 45:7;144:24

cutoff (1)

 45:25

cuts (3)

 196:7,9,10

cutting (1)

 120:9

D

damages (2)

 8:1;150:12

data (3)

 8:10;9:3,5

date (36)

 23:20;24:5;43:2,21,

 22,23,24;44:1,5;46:3,5,

 7;47:4;48:1;53:13;

 82:12,14;85:3,9;87:7,9,

 12;88:7,24;100:13;

 108:5;116:11,11;

 119:14;130:22,23;

 221:23;223:6;224:11;

 225:1,2

dates (16)

 43:25;44:13;46:23;

 86:25;87:4,5,8,11;88:2,

 23;89:14,23;90:17;

 92:13;119:2,8

date's (1)

 46:8

David (4)

 95:2;104:6;105:13;

 113:18

Davis (1)

 99:1

day (15)

 13:11;28:19;42:25;

 88:14;108:7;110:14,

 24;111:20;135:16;

 169:7;170:6;188:8;

 218:20;224:6;230:5

days (16)

 39:7;42:23;70:11,13,

 15;71:22;89:21;

 110:19;111:12;112:8;

 116:9;134:6,9,9;

 169:15,24

dead (3)

 26:15,16;151:12

deadline (6)

 56:11;76:16;79:7;

 102:22;131:25;222:18

deadlines (1)

 118:15

deal (28)

 8:24;30:24;95:14;

 102:14,25;103:22,23,

 23;115:6;128:14;

 143:16,17;147:6;

 159:16;170:1,6,16;

 173:2;175:13;185:17;

 189:5;194:15;196:7,9,

 10;197:23;198:21;

 200:21

dealing (8)

 10:12;53:9;91:19;

 103:24;105:23;107:24;

 115:8;120:9

dealt (5)

 37:24;94:12;112:2;

 145:3;187:21

death (1)

 128:15

debate (3)

 79:23;157:14,15

debt (6)

 57:15;100:19;

 104:23;133:18;142:6,6

debtor (54)

 20:16;30:1,2;42:6;

 53:13,21;54:2,25;78:7,

 19;79:1,14;80:11,13;

 93:8;109:18,22,23;

 115:1;119:9;120:4;

 142:17;144:9,10;

 147:1;151:16,23;

 161:24;169:17;177:2;

 183:16;184:10;185:17;

 186:1,12;190:23;

 191:1;192:2;197:8;

 201:12,25;204:13,21;

 205:5,17,20;217:14,16;

 218:15;219:9,23;

 227:4,11,13

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of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

debtors (53)

 6:14;8:14;14:11;

 16:5;17:5;18:9,11;

 22:14;23:19;28:10;

 45:19;50:13;66:11;

 69:4;70:5;75:19;76:24;

 121:15;123:4,9;

 131:13,16;133:25;

 134:6,7,17,24;135:8;

 140:2,23;141:10;

 152:9;153:10;155:12,

 12;163:4;171:13;

 177:25;178:3;183:10;

 184:4,7;185:3,8;

 189:11;210:5;217:3;

 226:11,16;227:20;

 228:5;229:2,3

debtors' (31)

 8:11;9:4,14;12:7;

 13:15;14:24;15:21;

 41:2;45:13;46:20;65:3,

 12;71:15;78:2;81:14;

 82:7;95:16,21;155:17;

 156:23;163:18;164:1;

 170:18;208:2;209:25;

 217:2;218:14;219:8,

 12;220:25;227:19

debtor's (18)

 77:23;78:24;109:24;

 114:19;119:11,14;

 122:18,21;123:20;

 124:4;130:10;133:20,

 22;134:13;140:22;

 143:6;144:17;204:20

December (33)

 23:22;30:18;42:17,

 19,21,21;43:10,21;

 46:20,21,22;49:20,21;

 54:25,25;55:1,8;84:14,

 15,16;85:18;87:6,9;

 110:25;112:11;116:11;

 119:5,6,11,12,14,15,17

decide (12)

 10:22;18:23;19:3;

 37:19,20;103:20;

 137:22;194:10,23;

 200:13,14;216:25

decided (7)

 11:16;25:8;26:7;

 143:23;146:5;179:24;

 206:11

decides (2)

 138:11;200:9

deciding (1)

 155:16

decision (17)

 24:6;37:12;70:12;

 71:20,21;109:22,23;

 131:7,21;132:1,23;

 163:20;164:8;168:20;

 188:3;208:20;220:3

declarations (1)

 134:11

deem (1)

 117:13

deeply (1)

 136:20

Defendant (2)

 9:23;10:23

defense (2)

 153:4;197:12

defensed (1)

 152:15

defer (1)

 79:23

defined (1)

 188:19

definition (5)

 171:16;188:16,17;

 192:10;204:18

definitive (2)

 132:23;134:14

degree (1)

 62:22

delay (4)

 56:24;86:6;117:6;

 168:1

delaying (1)

 156:9

deliver (3)

 122:6;141:10,12

demand (2)

 151:10;192:5

demanded (1)

 183:15

demonstrate (2)

 130:21;180:8

demur (1)

 26:4

denied (2)

 16:15;19:8

Dennis (1)

 6:6

dent (1)

 219:25

deny (9)

 16:22;19:20;29:2;

 90:18;154:3;155:16,

 18;216:2,3

depart (1)

 146:22

Department (2)

 50:9;181:25

dependent (1)

 140:5

Depending (1)

 21:8

depiction (1)

 73:15

deposition (3)

 133:17;134:12;

 136:21

depositions (11)

 12:24;16:1,2,11,17;

 17:19,21;18:13,16,17;

 19:9

deprive (1)

 156:5

derived (1)

 152:22

describe (3)

 19:21;132:7;150:25

describing (1)

 154:11

designate (3)

 46:17;50:13;53:22

designated (1)

 50:22

designation (1)

 54:23

designed (1)

 162:24

desire (1)

 105:2

despite (2)

 122:11;130:3

detail (1)

 56:18

detailed (1)

 126:24

details (1)

 135:14

determination (1)

 61:14

determine (11)

 126:11,14,16;

 127:16,17;128:2,7;

 129:23;138:5;162:2;

 194:11

determined (3)

 129:12;201:14;

 202:11

determines (1)

 128:22

detriment (1)

 73:9

devastated (1)

 157:10

development (1)

 139:19

diagram (1)

 172:19

dialing (1)

 18:13

dictate (1)

 151:15

Diemer (1)

 45:6

difference (4)

 65:22,24;68:18;

 71:14

different (37)

 17:15;32:22;36:20;

 39:19;40:25;58:10,15,

 21;59:15;66:11;75:13;

 80:7;82:20;83:19;96:8;

 111:12;113:11;117:2;

 118:9;127:11,13;

 137:22;144:2;147:23;

 149:6;160:11;168:15;

 180:22;191:22;197:19;

 201:19;205:3,6,12;

 212:1;224:18,19

differentiate (1)

 192:22

differently (5)

 34:22;156:12;

 160:18,23;212:19

difficult (7)

 112:16;117:4;158:4;

 163:1;177:20;216:1,2

difficulty (2)

 182:24;226:13

digress (1)

 132:12

diluted (1)

 211:15

direction (5)

 33:23;108:1;224:13,

 19,19

Directly (1)

 225:22

dirty (1)

 137:24

disadvantage (1)

 79:14

disagree (6)

 24:9;136:16;167:24;

 168:10;187:19;216:3

disagreeing (2)

 89:23;209:18

disagreement (3)

 107:13,14;203:6

disagrees (1)

 181:21

disappear (2)

 66:4;140:2

disappears (2)

 66:2;68:21

disappointed (2)

 146:25;157:9

disapprove (1)

 148:6

disclosure (4)

 33:11;71:23;74:10;

 132:6

disclosures (1)

 125:10

discovery (4)

 20:3,8,9;76:8

discrete (6)

 33:2,10;37:11;50:14;

 142:6;166:1

discretion (3)

 140:23;141:1;217:4

discrimination (2)

 213:12,13

discuss (6)

 24:10;27:25;32:22;

 45:22;49:13;213:6

discussed (9)

 23:11;25:19;30:25;

 42:17;46:23;76:2;

 90:17;111:16;229:13

discussing (1)

 124:3

discussion (5)

 138:24;139:1;147:9;

 158:23;170:3

discussions (5)

 33:11;92:25;100:13;

 121:23;227:17

dispel (1)

 178:14

dispute (7)

 27:5,10;57:18;109:5,

 24;201:12,13

disputed (1)

 51:19

disputes (2)

 107:3;109:6

distinct (1)

 36:16

distinguish (1)

 40:13

distinguishing (1)

 110:10

distorted (1)

 65:10

distress (1)

 150:12

distribute (1)

 128:6

distributed (2)

 132:10;152:2

distribution (1)

 134:8

distributions (2)

 160:10;167:8

district (2)

 168:24;210:16

divergent (1)

 93:4

divides (1)

 31:10

Division (2)

 50:10;182:1

DOA (3)

 60:15,24;78:3

doable (2)

 69:15;118:20

docket (1)

 76:21

doctrinal (1)

 26:20

doctrine (1)

 26:22

document (17)

 30:7;49:22;140:25;

 148:11;170:19,23;

 174:17;177:4,13,17;

 188:17,18;217:12;

 218:4;221:21;222:9;

 223:24

documents (7)

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(8) debtors - documents Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 239

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 11:15;12:18;140:21;

 141:4;169:23;173:16;

 222:24

dollar (16)

 91:8;137:5;142:10;

 150:18;153:6;155:11;

 178:24;179:1,12,16;

 180:7;209:15;215:4,7;

 220:7;226:24

dollars (56)

 49:19;57:25;62:2,15;

 63:2;66:1,19;68:11;

 69:14;82:7;103:14;

 106:23;115:17;124:15;

 131:4;134:9;139:8,9,

 10;160:9;176:4,19,20,

 21;178:15,19;191:18;

 193:16,17;195:14;

 197:7,8;202:3;204:3;

 206:12,20;207:11,15;

 209:10,11;210:6;

 211:2;215:3;217:6,25;

 219:13;220:10,16,25;

 221:5,5,6,7;227:5,10;

 228:12

dollars' (1)

 95:10

domino (1)

 150:19

Donato (56)

 9:16,18;11:2,5;12:1,

 4;16:15;23:11;24:13,

 23,25;30:4;33:5;47:19;

 54:9;59:7;60:10;62:5;

 65:25;66:12;68:2;69:3,

 4,13;70:6,12;71:17,19,

 25;76:10,21;81:3,6;

 121:25;122:1;126:15,

 25;128:10,22,24,25;

 129:10;131:7,9,12,20;

 133:10;135:3;149:9;

 150:10;153:14;158:10;

 169:6;194:11;209:2;

 214:5

Donato's (6)

 23:12;25:7;126:17;

 149:17;157:2;214:3

done (29)

 14:12;29:7;30:24;

 31:13;33:5;51:21;

 54:18;65:11,12;76:3,7;

 80:11;91:8;112:8;

 123:15;127:16,17;

 132:5;142:18;147:23;

 173:9;176:3;181:16;

 198:8,9;199:3;208:9,

 16;228:17

doubt (4)

 15:3;48:7;134:22;

 203:20

Dow (2)

 205:15,25

down (30)

 10:20;12:11;13:9;

 16:9,12;33:11;35:6;

 37:21;67:8,12;70:9;

 72:3,3,13;84:23;86:21;

 94:4;135:13;147:8;

 157:22,24;184:4;

 189:22;196:6;197:7;

 202:14;203:7,12;

 219:10,14

downplay (1)

 6:21

dozen (1)

 82:19

draft (3)

 53:8;118:12;189:17

drafted (3)

 116:16;193:5;216:19

drafting (1)

 108:6

dramatic (1)

 110:5

dramatically (2)

 56:6;60:14

drop-dead (1)

 223:6

drops (1)

 69:23

dual (1)

 87:16

due (2)

 86:16;114:16

dug (1)

 136:21

Dumas (63)

 93:15,19,20;94:1,3,

 10,18,20;129:22;

 147:11,12,17;148:21,

 22;149:16,19,23,25;

 150:24;151:1,4,7,9,14,

 18,22;152:2,4,6,20;

 153:2,16,18,22,24;

 154:1,5,7,9,11,18,22,

 25;155:3,5,8,21,25;

 156:2,4,8,11,18;157:6,

 8,13,17,20,22;158:13;

 179:23;191:17;213:25

dump (2)

 77:22;122:18

dumping (1)

 156:22

Dunn (1)

 95:3

duplicate (1)

 98:11

during (2)

 39:5;192:25

duties (1)

 20:23

E

earlier (18)

 23:2,3,23,25;29:2;

 32:8;34:9;37:24;44:24;

 65:13,19;94:13;102:1,

 5;130:13;147:7;

 164:22;165:12

early (3)

 32:13,25;222:24

earn (1)

 160:9

easier (4)

 63:20;107:20;

 116:18;119:8

easiest (2)

 121:16;188:22

easily (2)

 165:15;189:17

easy (11)

 32:3;108:14;110:3;

 111:8;170:22;171:17;

 181:18;188:13,14;

 192:17;204:25

economic (1)

 131:15

educated (1)

 173:14

effect (5)

 10:1;14:25;150:19;

 218:13;220:4

effective (1)

 162:7

effectively (3)

 15:2;122:10;160:14

effects (1)

 186:10

efficacy (1)

 185:23

efficiency (2)

 79:10;87:14

efficient (8)

 25:16;33:1;52:21;

 58:7,7;78:19;110:3;

 168:23

efficiently (4)

 57:11;62:6;72:17;

 135:17

effort (7)

 115:4;120:3;130:17,

 18;135:7;139:17,19

efforts (5)

 11:13;47:21;65:17;

 98:11;139:4

EFH (1)

 109:5

eight (1)

 181:16

eighty-five (1)

 180:17

either (16)

 24:21;25:4;42:8;

 60:10;73:9;77:5;79:17;

 80:8;114:3;131:10;

 152:18;154:17;158:3;

 190:9;218:8;227:4

elect (3)

 198:9;200:4;227:6

election (4)

 109:19,24;200:1;

 227:12

elements (1)

 74:19

eleven (31)

 62:13;68:4;124:15;

 129:5;152:21;153:7;

 176:4,18,20,21;178:15,

 19,23;179:1,2,12,16;

 193:16,17;195:13;

 204:3;211:12;217:24;

 218:23;219:13;220:10,

 24;221:5;227:5,10;

 228:11

eleven-billion- (2)

 220:6;226:23

eleven-billion-dollar (3)

 211:11;218:1;227:22

eligible (1)

 218:20

eliminate (1)

 100:8

Elliott (2)

 6:23;134:21

else (23)

 9:11;11:21;16:14;

 25:9;31:16;43:8;45:7;

 53:7;63:12;70:13;

 79:13;103:3;113:15;

 114:23;124:3;150:15,

 17;160:12;179:15;

 183:16;186:2;225:5;

 228:13

else's (1)

 228:20

elsewhere (1)

 206:17

embedded (1)

 192:22

embedding (1)

 218:4

emerging (1)

 76:16

emotion (1)

 6:19

emotional (1)

 150:12

emphatic (1)

 15:15

employment (1)

 12:25

enables (1)

 107:8

enacted (1)

 120:7

encourage (1)

 126:1

encouraging (2)

 166:5;225:23

end (9)

 58:8;82:12;107:9;

 152:8;170:6;178:14;

 198:24;201:21;220:2

ended (1)

 166:20

endorsed (1)

 149:4

energetic (1)

 149:13

energy (1)

 6:21

enforce (2)

 10:3;20:19

enforces (1)

 108:24

enforcing (1)

 199:11

engage (2)

 123:14;227:14

engaged (2)

 33:22;123:14

engagement (1)

 12:8

engineered (1)

 142:5

enormous (2)

 138:16;139:11

enough (11)

 44:24;47:19;72:2;

 79:18;81:10;122:16;

 138:6;141:5;151:22;

 196:11;217:22

entailed (1)

 144:22

enter (2)

 177:25;195:12

entire (1)

 84:11

entirely (3)

 123:1;126:3;150:16

entities (16)

 50:17,22;62:1,12;

 155:14;184:18,25;

 185:5,11;188:20;

 191:14;209:9;210:5;

 211:9,16;215:6

entitled (10)

 16:10;67:7;83:12;

 96:17;129:24;130:22;

 139:11;154:4;190:14;

 221:6

entitlement (1)

 82:1

entitlements (1)

 64:17

entity (4)

 17:3;185:10;205:16;

 211:3

equally (2)

 27:10;35:11

equitable (4)

 77:10;78:1;79:19;

 168:21

equitably (1)

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(9) dollar - equitably Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 240

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 131:18

equity (29)

 29:19;66:16,21;

 68:10,20,21;69:4,7,9;

 73:10;78:3;128:7;

 129:14;131:18;133:18,

 23,24,25;134:1,9;

 143:10;145:23;152:9;

 160:7;167:2,3;214:16;

 227:6,13

equivalent (2)

 75:13;227:11

error (1)

 64:12

especially (1)

 11:9

essential (1)

 11:17

essentially (9)

 11:12,20;12:1;21:19;

 73:4;123:8;219:24;

 220:4;221:2

establish (1)

 75:20

estate (6)

 20:3;21:13;162:14,

 25;217:15,22

estimatable (3)

 53:23;221:10,11

estimate (16)

 65:24;75:19;148:15;

 149:10,17;150:11;

 167:23,23,25;168:4,5;

 208:20;217:6;218:16;

 221:7,13

estimated (6)

 49:7;53:16;69:14;

 191:2;217:8;221:5

estimates (1)

 133:10

estimating (2)

 75:13;168:7

estimation (65)

 7:20;8:2,10,25;9:15;

 10:13;11:1,11,15,25;

 12:18;14:14;17:22;

 25:4;33:5,16;35:13;

 46:3,14,18;50:15;59:7;

 60:10;63:21;64:16;

 71:18;73:6,18;75:13,

 21;76:7;81:4;122:1;

 126:5,7,10;127:6,16,

 17,23;128:5,16;

 129:23;130:2,15;

 131:19;133:6;136:17;

 137:22;138:9,10;

 148:1,2;151:5;167:23;

 168:11;191:5;194:13;

 206:21;209:2,7;211:8;

 214:3;217:9;224:20

estimations (2)

 119:10;137:24

et (3)

 33:9;115:19;175:19

evade (2)

 139:4,19

evaluate (2)

 130:25;164:2

evaluated (2)

 177:6;214:23

even (40)

 8:20;12:22;17:7,12;

 19:8,8;22:22;27:13;

 31:16;44:24;47:10;

 78:7;79:1;88:1,5;

 100:8;122:1,5;124:7,

 21,23;125:6,8;133:5;

 142:1;144:8;156:7;

 169:15;171:23;173:18;

 174:11;178:11;191:7;

 196:19;197:18;198:16;

 204:9;217:12,18;221:8

evening (1)

 172:14

event (4)

 121:12;164:3;

 229:11,14

events (2)

 184:25;185:1

everybody (19)

 30:6,9,22;43:7;50:3,

 13;51:11;62:2;63:12;

 80:11;85:22;95:1;

 150:15,17;158:5;

 160:12;187:23;188:12;

 228:20

everybody's (4)

 33:4;54:6;74:13;

 116:17

everyone (8)

 6:8;79:3;83:1;

 185:12;202:22;208:11;

 213:18;230:3

everyone's (1)

 212:4

evidence (17)

 13:2;14:9;72:19;

 74:21,22;122:4,5;

 131:1,1;139:3;143:3;

 163:3;202:4,6;211:5;

 213:19;214:15

exact (5)

 12:20;13:4,5;217:12,

 19

exacting (1)

 137:23

exactly (25)

 14:12;33:17;36:3;

 59:18;75:8;77:1;84:18;

 91:21;113:3;126:15;

 140:15,17;143:12;

 146:13;150:24;159:4;

 168:8;173:3;185:12;

 191:15,16;202:14;

 206:5;207:9;215:2

examiner (2)

 228:24;229:4

examining (1)

 13:5

example (6)

 11:2;31:22;35:12;

 149:9,11;197:5

excellent (1)

 148:23

except (2)

 6:18;145:15

exception (2)

 201:21;213:15

exceptional (3)

 203:9,11,14

excess (5)

 63:2;78:2;106:22;

 122:2;131:3

exchange (1)

 199:1

excludes (1)

 188:19

exclusive (1)

 160:6

exclusively (2)

 134:1;161:1

exclusivity (21)

 34:2;37:6,12;60:24;

 61:7;122:12,14,23,24;

 123:12,15;136:24;

 146:20;147:1;163:21;

 164:12;180:25;219:25;

 220:1;226:25;228:9

excuse (7)

 21:16;38:17;41:14;

 119:11;151:11;183:22;

 210:24

exercise (1)

 162:23

exhibit (2)

 73:12;177:11

exist (5)

 21:6;69:20;140:22;

 195:8;208:9

existence (1)

 17:2

existing (5)

 21:20;25:8;133:23,

 24;161:1

exists (2)

 21:4;184:15

exit (1)

 160:20

expand (1)

 19:18

expansion (1)

 20:23

expansive (1)

 22:7

expect (4)

 29:18;95:9;101:9;

 120:2

expeditiously (1)

 124:2

expensive (1)

 75:24

expert (5)

 19:23;20:1,2;76:5,9

experts (2)

 11:16,21

explain (3)

 42:14;71:14;149:3

explanation (1)

 189:4

exposed (1)

 192:7

exposure (1)

 157:25

express (1)

 97:19

expressed (2)

 89:19;146:7

extend (3)

 47:4;130:23;222:17

extension (2)

 47:13;223:11

extent (16)

 14:22;15:23;16:12;

 23:5;40:19;84:11,11,

 25;103:22;164:19;

 166:1;169:16;171:21;

 174:3;175:16;178:4

extra (2)

 49:1;70:24

extremely (1)

 93:22

eye (1)

 187:6

F

face (2)

 131:10;161:21

faced (2)

 190:8;206:9

facilitate (1)

 160:20

facility (1)

 113:21

fact (30)

 12:22;14:11;27:3;

 34:6;48:8;60:8,24;

 61:18;68:21;69:2;73:8;

 74:18;75:7;76:5;82:10;

 100:6;130:3;132:19;

 133:11,24;135:9;

 136:2;140:1,6;143:5;

 144:18;162:2;163:2;

 179:9;192:7

factors (2)

 187:23;188:3

facts (10)

 13:2;26:24;27:5,10;

 72:19;91:7;139:2,4,5;

 210:8

factual (11)

 65:7;126:11,12,14;

 136:21;139:19,23;

 140:3;143:2;161:10;

 163:1

factually (2)

 100:16;223:5

fail (1)

 124:5

failed (2)

 77:5,5

fails (1)

 201:8

failure (1)

 185:3

faintest (1)

 140:3

fair (12)

 77:9;78:1;79:18,19;

 81:10;107:7;168:21;

 180:24;209:5;210:9;

 211:5,7

fair-and-equitable (1)

 64:18

fairly (5)

 131:18;188:13,14;

 206:12;214:23

fairness (2)

 201:14;202:11

faith (1)

 122:9

fall (2)

 138:11;219:16

familiar (3)

 184:17,18,20

fan (1)

 175:4

far (4)

 22:4;30:24;63:1;

 84:19

fashion (2)

 92:2;132:10

fast (5)

 89:15;125:8;130:2,

 14;135:15

faster (2)

 84:22;112:3

fast-moving (1)

 155:1

fast-track (6)

 56:9;89:24,25;149:4,

 5;154:13

fast-tracking (2)

 89:16;90:7

fatal (1)

 182:19

favor (3)

 180:15;190:8,12

favorable (3)

 9:8,9;135:6

favors (1)

 89:16

feasibility (9)

 33:8;69:19,19;74:25;

 75:1;101:25;102:3;

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(10) equity - feasibility Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 241

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 140:14;141:16

feasible (1)

 37:21

February (1)

 71:17

federal (12)

 17:7,7;41:4;46:12;

 50:10,10,25;109:16;

 150:4;170:13;195:16,

 17

federally (1)

 17:2

fee (2)

 228:23;229:3

fee-examiner (1)

 229:4

feel (8)

 20:22;145:20,21;

 155:22;181:1;190:13;

 198:14;223:12

fees (2)

 160:10;172:6

FELDMAN (140)

 95:2,3,6,8,23,25;

 96:2,5,7,10,20,23;97:3,

 6,9,11,14,19,22;98:2,4,

 7,9,13,16,19,21,22;

 147:13,19,20,21,22;

 148:4,7,12,14,18;

 168:3;170:10;172:22;

 173:24;174:13,19,20;

 175:2,5,8,13,15,21,23;

 176:7,11,14;177:11,14,

 16,19,24;178:3,16,18,

 22;179:5,7,9,18,20,22;

 180:4,6,13,20;181:7,

 10,14;182:20;183:25;

 188:11,16;189:1,19,22;

 192:14,16,18;193:4,15;

 194:2,7,20,23;195:6,

 12,20;196:1,3,5,8,12,

 14,20,24;197:1,3,11,

 17,20,22;200:6;215:8;

 216:14,18;219:13;

 220:20;221:20;222:3,

 8,11,23;223:3,9,11,13,

 17;224:5,11,16,18,24;

 225:1,8,12,18;227:15;

 228:1,3,4,7

Feldman's (8)

 171:11;174:2,8;

 183:2;185:18;189:8;

 199:15,20

felt (3)

 90:22;153:24;154:1

FEMA (2)

 209:10;215:7

fencing (1)

 145:12

FERC (1)

 17:8

few (5)

 42:20;57:17;116:19;

 121:17;169:15

Fidelity (2)

 104:9;158:21

fiduciaries (1)

 131:14

fiduciary (5)

 61:8;90:21;162:8,12;

 227:21

fifteen (4)

 45:23;139:8;169:25;

 207:11

Fifth (1)

 171:7

fifty (5)

 68:2;109:11;206:10;

 215:2,7

fight (3)

 117:8;152:23;221:9

figure (13)

 33:1;38:4;73:2;

 117:20;127:9;128:6;

 146:4;151:2;169:22;

 170:15;173:17;177:9;

 198:1

figured (2)

 66:25;207:19

file (28)

 12:11;14:21;25:20;

 42:9;46:19;47:23;48:3;

 49:6,6;71:22;98:13;

 99:21;100:9,25;101:9;

 107:14;114:12;115:25;

 116:25;117:7,9;119:9,

 22;120:5;175:5,24;

 206:24;222:24

filed (28)

 15:13,20;35:14;

 46:13;47:20;50:17;

 63:25;95:8;101:4;

 104:15;105:3;120:8;

 122:7;123:6;134:18;

 150:5,6;155:14;166:3;

 171:23;174:25;175:18;

 177:12;207:12,16;

 209:9;221:4;226:25

filing (11)

 17:18;22:23;29:1;

 30:5;31:8;35:21;41:22;

 95:9;100:14;229:2,16

fill (3)

 72:2;118:19,19

final (4)

 25:4;63:23;157:23;

 174:11

finalizing (1)

 229:9

finally (1)

 130:24

financial (3)

 135:2,4,8

financing (24)

 33:9;66:2;68:19;

 78:4;133:11,22;134:6,

 25;140:1,21,21,25;

 141:10,12;143:4,5;

 160:19,22,23;161:18,

 24,25;162:10;167:11

find (10)

 24:23;59:22;69:14;

 72:2;77:25;79:20;90:7;

 99:20;116:25;169:20

finding (2)

 62:3,6

findings (1)

 9:12

fine (53)

 7:1;14:19;18:18;

 20:10,11;28:24;31:15;

 35:19;42:3,4,21;43:5;

 44:16,20;45:22,24;

 49:4;50:12,12;52:8,9,

 20;53:3;54:3;55:15;

 78:24;82:25;83:1;

 88:17;91:25;92:7,12,

 23;100:18;101:16;

 106:15;111:5;112:4,

 14;114:18;115:1,3,18;

 116:13,21;140:7;

 153:12;166:2,4;177:6;

 189:14;207:24;208:1

finish (8)

 45:10;80:4,5;105:21;

 106:3,12,13;132:24

finished (3)

 63:23;132:8;197:9

fire (9)

 8:12;12:20;47:5;

 138:20;190:18;202:5;

 210:1;215:20,20

fires (8)

 8:1;9:15;12:2;25:3;

 26:21;113:24;139:7,14

firm (2)

 99:8;113:19

firm's (1)

 12:8

first (28)

 6:15;31:9;37:18;

 44:5;49:22;58:9;80:5;

 81:23;86:15;91:3;

 114:3;116:7;123:22;

 132:15;136:19;146:4;

 147:16;158:24;159:21;

 169:14;170:3;191:1;

 194:5;200:18;201:10;

 204:17;205:25;206:21

fit (1)

 25:13

fits (1)

 46:22

five (2)

 142:10;193:18

five-page (1)

 30:12

five-year (1)

 151:23

fix (2)

 216:20,21

fixed (2)

 49:18;189:17

flag (1)

 100:4

flaw (2)

 182:19;187:8

flex (1)

 86:18

floor (1)

 54:11

focus (6)

 7:17;51:22;83:6;

 137:11;144:25;222:19

focused (5)

 27:20;49:8;81:3;

 137:10;212:11

focusing (3)

 102:23;105:19;128:4

fold (2)

 68:2;214:8

folks (2)

 111:13;211:10

follow (3)

 17:22;215:16;221:15

followed (2)

 158:24;203:7

following (10)

 7:18;39:17;49:7;

 87:12;88:12,14;

 141:14;149:7,21;

 150:21

football (1)

 58:8

footnote (2)

 54:8,8

footnotes (1)

 54:10

force (3)

 149:13,16;221:2

forced (3)

 164:7,9;203:18

forcing (1)

 203:3

forgo (1)

 27:22

forgot (3)

 55:7;119:16;120:16

form (5)

 195:8,9;227:1,3;

 229:14

formal (1)

 137:16

format (1)

 170:19

formed (1)

 95:3

former (1)

 60:11

formulation (1)

 225:23

forth (4)

 172:10;174:5;193:1;

 201:10

forty (4)

 152:21;206:10;

 213:21,22

forty-five (1)

 196:24

forward (24)

 37:10;75:21;78:13;

 102:21;103:11,18;

 114:2;122:17;123:1,

 17;124:3;130:10;

 132:18;134:16;135:4;

 136:18;163:19;164:4;

 165:4;166:22;188:7;

 200:3;223:15;229:24

found (1)

 77:9

four (7)

 38:1;45:10;73:19;

 83:19;118:10;166:24;

 187:22

four-cornered (1)

 170:24

four-prong (1)

 201:14

fourteen (2)

 13:23;131:4

Fox (1)

 106:18

frame (3)

 11:10;222:19;223:2

framework (1)

 48:21

FRANCISCO (1)

 6:1

frankly (13)

 34:19;95:13,14;

 99:21;131:10;137:11;

 139:15,23;144:19;

 147:6;176:7;224:7;

 227:20

free (8)

 16:23;76:21;223:14;

 226:9,17;228:1,3,5

frequently (2)

 130:7;173:5

fresh (1)

 88:3

Friday (2)

 25:20;27:21

front (8)

 114:21;131:9;165:9;

 213:10,10,20;215:5;

 221:4

front-end (1)

 81:4

Fulbright (1)

 48:13

full (9)

 56:10;74:18;110:19;

 150:16;167:10;168:16;

 194:6,8;208:18

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(11) feasible - full Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 242

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

fully (4)

 107:8;190:19;

 215:21;229:25

functional (1)

 6:24

fund (12)

 68:20;104:12;

 124:11;133:19;134:3,

 13,19;167:3;191:2,4,6;

 203:1

fundamental (8)

 60:6;63:3;66:14;

 142:8,22;192:18;

 194:15;228:8

fundamentally (1)

 65:14

funded (1)

 57:15

funds (3)

 6:22;57:2;162:10

further (4)

 15:12;21:22;76:22,

 22

future (3)

 100:16;125:24;

 211:13

G

game (4)

 78:25;147:2;184:11;

 189:7

gap (1)

 72:2

gating (4)

 8:16;32:5,13;110:15

gave (4)

 7:11;80:9;173:16;

 218:16

general (4)

 89:23;95:19;100:7;

 229:18

General's (1)

 52:17

generate (1)

 138:6

generis (1)

 154:12

gentleman (2)

 105:11;121:3

genuine (1)

 137:8

gets (8)

 138:9;143:17;

 156:16;164:4;174:18;

 183:25;196:5;219:13

ghost (2)

 19:22;20:18

Gibson (1)

 95:3

given (10)

 11:8,10;16:2;53:6;

 102:23;109:25;186:15;

 187:18;207:2;221:19

gives (3)

 170:8;204:4;214:5

giving (7)

 61:25;62:12;190:10;

 207:24;213:10,11;

 220:10

glad (3)

 35:20;66:6;165:19

global (2)

 123:23;202:15

goal (3)

 80:20;81:5;113:25

goes (19)

 21:8,11;27:13;32:24;

 69:24;75:21;80:11;

 136:18;153:3,14,14;

 158:10;163:19,22;

 164:4;175:18;183:16;

 185:21;228:8

Good (39)

 6:7,8,9,13;7:5,6,9;

 14:5;18:4,5;23:18;

 45:16;48:12;51:18,20;

 52:16,16;55:22;67:6;

 76:6;89:8;95:2;98:24,

 25;101:17;104:6;

 105:9;106:17;113:17,

 18;115:14;122:16;

 145:9;166:15;179:19;

 190:1;196:11;200:2;

 216:11

goods (1)

 95:12

Gotshal (5)

 6:14;18:8;22:14;

 121:14;214:1

government (12)

 35:14;46:1;47:12,17;

 48:16;49:10;50:10;

 169:18;184:6;191:13;

 195:16,18

governmental (5)

 47:22;48:7;49:9,10;

 53:23

government's (2)

 50:24;170:13

Governor's (1)

 181:18

grandchildren (1)

 177:9

grant (5)

 29:2;170:18,18;

 215:25;216:7

granted (5)

 8:6,22;16:13,21;

 17:25

granting (1)

 8:23

grapple (1)

 164:7

GRAULICH (16)

 98:25;99:1,5,6,7,16,

 19,25;100:3,6,19,23;

 101:7,13,15,16

G-R-A-U-L-I-C-H (1)

 99:5

gray (1)

 68:7

great (9)

 28:21;35:19;61:18;

 82:21;100:15;142:6;

 147:6;165:23,24

Gregory (2)

 89:8;216:11

ground (1)

 170:24

group (20)

 7:24;29:19;32:1;

 41:9;53:24;59:11;

 67:23;82:4;83:9;104:9;

 107:10;127:6;134:21;

 135:5;158:20;167:2,

 14;170:20;177:3;

 225:15

groups (6)

 82:20;83:19;84:4;

 102:13;125:12;160:17

guarantor (1)

 205:9

guard (1)

 92:18

guess (30)

 28:7;30:9;47:8;

 72:23;78:10;83:20;

 84:21;88:25;104:6,6,

 12,14,17,20,22,25;

 105:3,6,13,14;106:23;

 110:16;119:21;120:19;

 121:19;150:23;164:16,

 22;222:7;224:12

guidance (1)

 229:14

guide (1)

 146:17

guilty (1)

 10:23

Gump (3)

 55:23;166:18;225:14

guy (1)

 64:5

guys (1)

 44:25

H

hac (1)

 105:3

half (9)

 82:19;122:2;129:6;

 131:4;158:25;181:3,

 15;191:19,20

hamstrung (2)

 194:5,7

hand (3)

 6:23;168:5;169:17

handle (2)

 57:8,8

hands (3)

 42:9;81:6;218:13

handy (1)

 71:3

hanging (1)

 186:13

happen (14)

 69:6,17;73:3;77:6;

 127:21;129:3,10;

 138:13;140:18;150:22;

 178:25;185:2;207:6;

 213:20

happened (6)

 74:12;92:17;123:7,7,

 11;218:18

happening (4)

 9:25;20:6;92:15;

 185:12

happens (10)

 121:21,25;124:4;

 141:20;145:21;149:5;

 195:1;205:3;218:19,23

happily (1)

 184:6

happy (20)

 15:8;22:3;25:5;

 27:22;32:6,14,16;39:2;

 45:2;52:1;106:10;

 113:8;136:12;155:24;

 156:16;159:20;166:7,

 21;188:22;228:7

hard (9)

 53:18;117:1,12;

 119:23;144:25,25;

 170:14;185:9;224:6

harder (1)

 108:19

Hardwoods (2)

 203:6,13

Harris (46)

 104:7;105:3,9,10,13,

 15,16,25;106:3,6,8,12,

 15,16;121:5;144:2;

 147:17;158:15,18,18;

 159:2,4,9,11,15,20;

 160:1;161:4,8,10,15;

 163:10,13,15,17,24;

 164:18,21;165:6,8,12,

 24;166:7,9,20,23

head (6)

 21:18;32:2;85:1;

 139:18,19;222:10

headed (1)

 24:13

heads (1)

 37:23

Health (2)

 48:15;192:9

hear (28)

 29:3;35:7,20;39:13;

 43:7;44:17;45:14;

 52:20;54:2;56:19;

 57:16;76:23;81:24;

 83:20,22,25;87:1;89:1;

 92:18;93:14;111:15;

 116:7;121:11;143:3;

 178:5;181:22;189:2,2

heard (40)

 22:8;25:15;40:24;

 45:7;50:6;51:15;53:7;

 54:14,17,23;87:2,23;

 89:6,21;91:10,22;

 92:20,22;93:17;95:19,

 25;96:2;102:13;105:5;

 113:4,6,15;114:23;

 121:2,5;129:14;

 136:10;154:17;173:11;

 182:20;209:12;215:10;

 224:22;225:6;228:13

hearing (47)

 23:13;24:5,10,12;

 25:5;27:25;46:21,22;

 55:1;61:7;69:19;73:4;

 74:1;76:1;87:17,18,24;

 107:10;119:12;122:23,

 24;123:12;124:23;

 125:23;129:22;130:6,

 16;131:6;135:17,20;

 136:17;137:1,13;

 154:16,20;155:23;

 165:14,15;177:12;

 211:4;212:11;214:22;

 215:21;216:6;217:8;

 220:12;221:22

hearings (8)

 23:21;32:25;51:15;

 122:11;123:4;126:6;

 133:4;180:17

heart (2)

 94:21;222:1

hedge (3)

 6:22;57:2;167:4

heels (1)

 203:7

help (9)

 25:10,12;35:10;

 39:15;116:15;118:5;

 136:15;208:22;223:21

helped (1)

 47:23

helpful (5)

 110:24;164:20;

 169:19;223:23;227:16

helping (1)

 120:12

Here's (7)

 29:25;66:14;103:12;

 115:9;138:23;151:14;

 212:15

herself (1)

 212:9

hey (1)

 203:10

hierarchy (1)

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(12) fully - hierarchy Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 243

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 25:13

high (8)

 69:23;135:12;138:6;

 150:7;151:5,19;

 179:25;208:21

higher (2)

 135:3;214:6

highest (2)

 142:20;143:5

himself (1)

 28:5

hinder (2)

 186:3,6

hinders (2)

 185:23;186:11

hip (1)

 226:11

hit (1)

 21:18

hmm (1)

 185:6

Hobbesian (1)

 190:9

hoc (24)

 39:3;55:23;57:9;

 59:22;81:25;84:4;95:4,

 5,17;126:2;127:5;

 131:2,14;133:8,9;

 135:5,11;159:21;

 160:3,5;164:3;165:3;

 166:19;225:15

hocs (1)

 122:25

hold (3)

 78:14;153:8;223:1

holdco (1)

 160:7

holder (1)

 107:23

holders (23)

 66:16,21;95:4,11;

 113:1,2;131:18;

 133:23,24;134:2;

 147:20;152:10;160:4;

 181:2;182:7;183:10,

 15;185:13;225:21;

 226:9,22;227:3,18

holding (3)

 153:9;183:18;212:3

home (1)

 80:11

homerun (1)

 179:23

Honestly (2)

 162:12;163:25

Honor (331)

 6:9,13;7:6;8:5,6;9:2;

 11:9,25;12:5,17;13:24;

 15:8,18,20;16:7,20,25;

 17:18;18:2,5,10;20:21;

 21:23;22:15;23:18,24;

 24:8,20;25:5,11,19;

 26:13,19;27:18,23;

 28:1,12,22,24;29:17;

 30:8;31:2,13;32:7;

 33:18;34:8,25;35:9;

 36:6,19;37:1,4;38:22;

 39:8;42:13;43:12;

 45:16;47:7,24;48:12;

 50:7;52:10,16;53:5,17;

 54:19,19,21;55:22,25;

 56:13,18,23;57:5,14;

 58:6,13;59:1,14,18;

 60:2,21;61:16,24;62:3,

 9,25;63:13,25;64:14,

 18,23;65:15;66:6;67:6,

 19;68:5;70:2;71:2,12;

 72:2;73:11;76:6,13,19,

 23;77:7;78:9,12,13;

 79:3,11,20;81:1,2,3;

 82:8,10;84:24;85:20;

 86:5,17,18;87:10;89:8;

 92:2;93:12,19;94:22;

 95:2;98:22,25;99:7,7,8,

 10;100:3;101:15,18;

 102:17;103:2;104:1,6;

 105:16,21;106:4,15,17;

 107:7,9,9,25;110:2,2;

 111:22;113:18,23;

 114:7,21;115:11,12;

 117:9;119:13;121:13,

 20;122:9,10,22;123:3,

 6,11,12,16,20,23;

 124:5;125:14,17;

 126:1,15,23;127:11;

 129:7,17;130:4,5,11,

 13,17,20,22;131:3,13,

 16;133:3,3,8,22;134:5,

 7,20;135:5,9,22;136:9,

 13,14;137:10,21;

 138:10,22;141:2;

 142:7;143:3,12,15;

 144:19,24;145:16;

 146:20;147:3,11,13,15,

 19,22;148:12,22;

 157:20;158:13,18,22,

 23;159:15,21,23;160:2,

 10,16,21;161:11,15,20,

 23;162:12,16,16,20,21;

 163:18,20;164:4,21;

 166:7,11;167:11;

 168:9;169:11;171:8;

 174:21,24;175:24;

 176:3;177:16;178:7;

 180:24;181:8,25;

 182:2,11;183:8;188:6,

 11,16;189:1,19;190:1,

 5,25;191:7,15,16,21;

 192:13,19,21;194:14;

 196:1,15;197:20;

 198:7;200:5,6,25;

 203:24;204:2;205:4,

 24;206:15;207:8;

 208:8,11;209:12;

 212:5;213:9,20;

 215:13;216:11,13;

 217:21;221:17;222:11,

 24;223:4;224:5,12;

 225:10,14,20;226:5,6,

 21,24;227:9,20;228:4,

 8,19;229:1,16;230:8

Honorable (1)

 6:6

Honor's (8)

 24:4;56:5;106:9;

 108:2;110:14;138:1;

 139:24;164:25

hoops (2)

 37:17;219:10

hope (8)

 29:11;30:7;52:25;

 87:15;157:7;165:25;

 222:18;229:22

Hostetler (3)

 7:7;23:1;93:20

hour (2)

 112:2;138:25

hours (5)

 22:22;138:25;148:9;

 158:25;208:10

house (1)

 6:7

housekeeping (1)

 228:15

huge (3)

 60:15;85:25;126:4

huger (1)

 60:20

Huh (1)

 88:16

hundred (4)

 95:10;167:15;180:7,

 18

hurdle (1)

 150:7

hybrid (1)

 81:2

hypothesize (1)

 165:2

hypothetical (4)

 69:11;152:13,15;

 153:3

hypothetically (1)

 150:9

hypotheticals (3)

 127:4;153:2;164:23

I

idea (5)

 33:18;137:12,14;

 140:4;148:15

identification (2)

 74:13;76:8

identified (2)

 165:19,22

identifies (1)

 53:13

identify (5)

 37:23;46:13;51:23;

 159:5;164:19

ignore (1)

 121:20

ignored (3)

 125:21,22;226:18

III (1)

 54:13

illegal (2)

 203:20,22

illuminate (1)

 184:13

illustrate (1)

 109:5

imagine (1)

 9:20

immediate (1)

 81:9

impact (2)

 188:7;225:19

impacts (3)

 47:12;186:18;187:12

impair (7)

 38:2,2;44:15;53:10;

 118:10,11;119:5

impair/not (3)

 44:15;53:10;119:5

impaired (13)

 31:18,18;32:1;35:24;

 36:21;37:19;38:18,18;

 128:8;143:19,25;

 180:11,13

impaired/unimpaired (1)

 87:4

impairment (4)

 31:21;39:5,21;44:21

impairment/not (1)

 39:21

impairs (2)

 203:16;211:6

imperil (2)

 156:9;158:1

implement (1)

 108:3

implicated (2)

 109:17;199:14

implicit (1)

 80:2

implicitly (2)

 186:24;187:2

implied (1)

 96:13

imply (1)

 172:15

importance (1)

 8:8

important (14)

 6:25;24:8;25:3;29:5;

 47:11;86:12;92:21;

 93:12,22;103:21;

 110:15;174:17;208:11;

 222:17

importantly (2)

 117:25;213:21

imposed (2)

 189:10;199:23

impossible (1)

 163:2

impression (2)

 91:3;101:13

improperly (1)

 143:11

inappropriate (2)

 217:22;218:8

incentive (2)

 68:20;69:8

inclined (4)

 47:25;147:24;

 173:12;221:18

included (1)

 171:15

includes (3)

 31:9;137:5;204:18

including (5)

 22:25;48:5;62:11,12;

 180:24

incomprehensible (1)

 170:11

inconsistencies (1)

 172:17

inconsistency (1)

 170:9

inconsistent (1)

 206:6

incorporate (1)

 123:6

incorporating (1)

 109:13

incorrect (1)

 7:19

incorrectly (1)

 26:7

increase (1)

 134:8

incredibly (1)

 75:22

incumbent (1)

 90:23

indenture (10)

 82:5;83:22;106:19;

 108:21,22,22,23;

 109:13;112:25;113:1

indentured (4)

 108:21;112:24;

 117:1,3

indentures (3)

 109:13,14,16

indicated (9)

 21:3;33:24;121:22;

 129:22;130:16;133:16;

 134:11;135:1;180:14

indicator (1)

 181:1

indirect (1)

 181:13

indirectly (1)

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(13) high - indirectly Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 244

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 225:23

indiscernible (3)

 34:12;115:24;195:5

individual (10)

 10:2;14:16,18;21:12,

 16,17;48:6;74:13;

 107:15;168:19

individually (1)

 132:7

inference (2)

 214:16,18

infirmities (1)

 69:20

influence (1)

 60:13

influencers (1)

 157:4

influential (1)

 156:21

inform (1)

 12:4

informally (1)

 53:10

information (4)

 17:21;62:23;130:23,

 25

informed (1)

 209:10

initial (2)

 87:17;216:14

injuries (1)

 152:17

injury (1)

 128:14

inquiry (11)

 9:13;126:11,14,24;

 128:7,9,10;129:11;

 130:17,18;168:12

insist (1)

 24:7

insolvency (4)

 61:15;138:4,6;

 216:15

insolvent (5)

 61:20,20;151:23;

 178:25;198:20

instead (1)

 131:8

institutions (4)

 135:2,4,8;166:24

instructions (3)

 56:5;113:25;114:13

insurance (18)

 40:3;47:22;152:18,

 22;153:5;190:11,12;

 192:6,8;198:21;200:2,

 8;203:17;204:13;

 205:1,6;212:16;215:2

insured (10)

 40:4,4,5,7,7;193:13;

 195:21;198:22;211:20;

 212:7

insured/insurer (1)

 200:13

insureds (2)

 195:20;212:17

insured's (1)

 200:8

insurer (7)

 193:12,13;195:8;

 212:7,9,9,12

insurers (1)

 190:8

intend (4)

 22:6;92:3;98:10;

 125:23

intended (2)

 175:11;188:24

intent (2)

 51:16;52:7

intention (2)

 101:3,11

intentions (2)

 56:23,23

interest (49)

 31:9,12,20;32:11;

 38:1,16,24;41:1;56:2;

 57:10,18;61:21;64:20;

 65:23;67:7;82:2,4,18;

 83:13;85:9,19;86:24;

 90:24;95:14;96:12,13,

 16,17;97:15,16,20;

 99:14,19;100:11,17;

 102:14;107:20;108:17;

 110:10;111:11,18,19;

 114:7,19;115:18;

 124:5;135:12;138:16;

 186:21

interested (2)

 124:2;144:19

interesting (1)

 185:6

interests (7)

 14:8,10;93:4;112:5;

 119:3;159:7;162:14

internal (1)

 182:24

interpreted (1)

 146:16

interrogatories (1)

 9:24

interrupt (1)

 124:18

intervene (1)

 19:2

into (36)

 25:16;31:11;33:2;

 36:16;48:3;56:18;

 91:20;96:24;101:25;

 105:20;108:1;135:18;

 136:21;139:18;142:6,

 18;145:19;148:2,11;

 161:21,24;164:1;

 177:25;179:23;182:16;

 191:9;192:1,2,3;

 195:12;206:20;207:12;

 209:14;211:8;218:12;

 229:10

intrigued (1)

 55:5

intriguing (1)

 90:8

introduced (1)

 103:8

invalidity (1)

 165:22

inverse (12)

 12:5;23:8,25;25:13,

 21,21;26:13,19;30:10;

 42:19;43:13;120:15

invest (1)

 134:3

investment (8)

 67:1,6;69:9;143:18,

 20,24;160:7,8

investments (2)

 143:17;162:6

investor (2)

 25:22;160:19

investors (2)

 134:2;135:6

invitation (3)

 28:16;145:1,5

invitation's (1)

 94:8

invite (1)

 223:24

involuntary (2)

 149:2;150:13

involved (6)

 7:22;75:15;86:14;

 91:9;107:10;205:9

involvement (1)

 15:6

involves (1)

 7:19

IP (5)

 188:18;189:13;

 193:8;194:17;196:15

IPs (2)

 148:18;193:21

irrelevant (1)

 145:20

isolate (1)

 33:11

issue (118)

 8:15;12:3,6;19:3;

 22:6;23:11,16,25;25:1,

 3,7;26:20;27:21,25;

 31:21;32:5,19;38:24;

 39:4,20;40:3,5,7;

 41:15;44:14;46:3;

 48:10,22,23;50:3,3,4;

 53:7;54:14,17;56:1;

 57:12,17;58:10,15,25;

 59:3;60:6;61:22;67:5;

 76:10,11;80:6;89:15;

 91:6;92:4,4;93:10,12;

 95:14,19;97:2;99:9,13;

 100:4,7;102:14;

 107:22;108:19,20,21;

 109:12,12;110:1;

 113:5,6;114:11;

 115:17;118:6;120:25;

 137:9;138:21;141:25;

 142:3,6,10;143:2,7,7,8,

 14;144:3;146:7;

 147:14;158:16;159:21;

 161:11;163:20;164:19;

 167:21;168:11;172:11;

 179:10;185:6,7;186:9;

 200:24;203:5;204:1;

 209:4;212:6,15;

 214:19;223:4,17;

 224:3;226:16,24;

 228:8,15,24;229:6,19

issues (114)

 7:20;8:16,25;10:12,

 14,22,24;11:1,8,13,16;

 12:18;13:5,5;24:11;

 31:19;32:11,13;33:2,3,

 8,9,12,24;34:6;35:8,11;

 36:15;37:11,13,24;

 38:3,15;39:11;44:12;

 47:14;57:8,13,16;

 60:13;64:16;70:12;

 71:19;72:18;77:3;82:4,

 6;85:1;86:12;89:24;

 90:10;91:1,2,3,5,5,8;

 92:4,16,23;93:5,9,11,

 15,23,23;94:6,12,13;

 98:16;99:12,13;

 103:24;105:18;107:8,

 22;110:15,16;111:18;

 117:25;119:22;120:5,

 10;121:6;125:11;

 133:2;138:16;144:22;

 157:3;159:5;163:19;

 165:8,13;166:22;

 169:19;170:4;172:4;

 174:15;176:7,8,12;

 190:5;200:22;201:2;

 208:12,14;216:5;

 218:10,11,12;224:1;

 229:5,20,23

item (2)

 32:22;119:10

items (1)

 34:7

J

Jackson (1)

 12:2

Janet (1)

 229:17

January (27)

 43:21;44:2,3,5;

 73:17,18,21,23;74:17;

 77:2;82:12;84:12;85:2,

 8;87:6,6,7,12,17;88:7,

 18,20,24;111:1;

 112:13;116:12;119:7

Jessica (1)

 18:6

job (4)

 38:5;102:25;146:4;

 219:20

join (6)

 30:16;100:21,22;

 112:6;181:11,11

joinder (1)

 101:5

joinders (2)

 29:21;30:12

joining (1)

 30:5

joint (4)

 61:25;108:3,8;229:2

jointly (3)

 30:3;228:6,7

Journal (1)

 214:25

Judge (78)

 9:15,18,21;10:18;

 11:2,5;12:1,2,4;14:20;

 15:4;16:15,23;18:23;

 19:3;23:11,12;24:5,13,

 23,24;25:7;30:4;47:19;

 54:9;59:7;60:10;62:4;

 65:25;66:12;67:6;68:2;

 69:4,13;70:6,12;71:17,

 19,25;76:10,20;77:18;

 79:19;81:3,6;89:5;

 121:25;122:1;126:15,

 17,25;128:10,21,24,25;

 129:10;131:6,9,12,20;

 133:10;135:3;149:9,

 17;150:10;153:14;

 157:2;158:10;164:11;

 169:6;187:20;194:10;

 208:20;209:2;212:17;

 214:3,5;215:5

judgement (2)

 10:3;196:5

judges (1)

 11:17

judging (1)

 56:25

judgment (6)

 10:2;25:1;41:4,4;

 139:20;162:24

judicial (3)

 67:13,14;127:23

juggle (1)

 47:14

Julian (71)

 23:23;24:9;28:5,23,

 24;29:1,8,11;30:13,15;

 47:3,7;93:13;158:10;

 193:13;200:5,17,20,25;

 201:4,6,23,25;202:18,

 20;203:2;204:1,10,14,

 16,24;205:1,11,13,18,

 21,24;206:7,9;207:1,8;

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(14) indiscernible - Julian Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 245

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 208:5,7,24;209:1,4,17,

 20;210:1,4,15,17,19,

 21,23,25;211:2,25;

 212:3,24;213:3,6,9,24;

 214:5,7,10,12,15,21;

 215:20

Julian's (4)

 23:10;28:8,14;154:9

jump (1)

 37:17

jumping (1)

 218:12

June (2)

 131:24;216:24

jurisdiction (3)

 59:21;76:4;168:25

Justice (2)

 50:9;182:1

K

Karotkin (184)

 6:12,13,14;22:12,13,

 14,19;23:14,15;31:6,7,

 13,19;32:6,10,16,19;

 33:13,17,20,22;34:2,5,

 11,13,15,18,25;35:3,5,

 6,9,15,18,23,25;36:2,5,

 9,11,14,24;37:1,4,9,15;

 38:6,8,10,12,14,20,22;

 39:2,14,22,24;40:2,4,7,

 9,11,13,16,18;41:6,11,

 16,19,21,23,25;42:3,

 13,16;43:5,8,12,16,18;

 44:2,11,16,20;45:2,5;

 55:6;59:3;68:1;72:12;

 81:20;82:17;86:5,8;

 87:1;88:24;90:17;

 108:5;115:11;116:5,6,

 13,14,21;117:15,18,22;

 118:5,21,23;119:24;

 120:12,14,18,20,22;

 121:9,13,14;124:1,24;

 125:1,4,6,14,17,20,25;

 126:12,14,19,20,22;

 127:2,8,11,13,15,20;

 128:2,9,18,20,24;

 129:2,7,17,19,21;

 130:1,9;131:24;

 132:15;133:1,13,15;

 135:21,24;136:9,16;

 140:4;143:1;146:18;

 158:24;171:2,7,19,21,

 25;172:3,6,9,23,25;

 173:3,7,13,20,23;

 174:1,14;177:12;

 196:7;214:6

Karotkin's (6)

 69:15;70:20;90:16;

 99:9;110:22;167:22

Katzman (1)

 104:7

keep (22)

 7:1;27:15;35:7;56:4;

 57:1;87:4;89:2;91:18;

 95:1;100:6;106:1;

 117:12;119:23;120:12;

 121:4;156:6;157:12;

 166:12;169:15;178:11;

 221:16;222:7

keeping (2)

 100:14;146:17

Kevin (1)

 23:18

kill (1)

 173:11

Kimberly (1)

 7:6

kind (18)

 7:17;15:13;17:14;

 81:2;84:10;104:11;

 106:24;108:8;109:5,

 17;124:20;137:12;

 139:20;144:22;164:7;

 170:2;181:12;189:16

kinds (2)

 109:6;124:22

knew (1)

 222:1

knowing (2)

 132:13;214:24

knows (5)

 76:13;118:13;

 143:15;160:2;173:2

Kornberg (2)

 132:16,21

L

label (2)

 59:15;143:13

labels (1)

 57:1

lack (2)

 23:6;110:4

laid (2)

 48:14;90:17

land (1)

 29:18

landscape (1)

 56:7

language (2)

 109:13;201:24

large (5)

 61:3,4;90:20;152:11;

 157:25

largely (3)

 33:25;34:8,20

last (21)

 6:19;7:21;13:13;

 22:22;24:14;39:9;

 45:11;99:5;107:10;

 135:21;143:22;148:8;

 155:23;158:15;169:15,

 24;198:7;200:6;212:4,

 11;229:13

late (2)

 22:23;172:14

later (18)

 32:21;65:19;70:13,

 15;71:18,22;73:19,19;

 84:12,19;94:7;157:15;

 189:2;195:9;200:20;

 221:7;224:11,24

latest (1)

 70:20

latter (2)

 67:13;228:11

Lavan (1)

 115:15

law (22)

 78:25;80:16;96:19,

 20;97:24;109:15,16,16,

 16;121:20;128:15;

 145:11,14;178:22;

 186:7;197:16;207:4;

 208:9,16;212:15,18;

 214:4

lawyers (15)

 11:20;12:21;13:3,4;

 14:18,19,20;15:1;

 36:23;49:13;59:11;

 67:11;102:13;194:17;

 223:22

lay (1)

 144:21

layers (1)

 58:21

lays (1)

 118:8

lead (1)

 79:24

leads (1)

 138:18

least (12)

 34:7;82:12,14;86:25;

 90:22;107:22;108:8;

 111:16;159:12;165:21;

 169:22;187:17

leave (8)

 38:22;39:10;62:21;

 64:12;157:16;166:5;

 200:15;228:14

leaves (2)

 118:17;215:23

leaving (4)

 84:3;125:10;179:13;

 195:24

LeBlanc (11)

 15:18,18;16:5,7,20,

 25;17:10,13,17;18:2,11

led (1)

 74:23

left (3)

 120:25;162:14;172:9

legal (23)

 12:3,18;64:21,24;

 65:3,7;69:20;72:18;

 86:10;99:13,13,20;

 100:4,7,14;102:11;

 107:22;157:3;161:6;

 166:1;197:12;207:10;

 217:1

legally (1)

 186:7

legislature (1)

 208:23

legitimate (1)

 175:10

legs (1)

 164:4

lend (1)

 166:1

length (4)

 29:22;137:8,14;

 140:22

less (12)

 21:9;57:12;62:19;

 66:1;75:15,18;128:21,

 22;197:8;206:13;

 208:18,20

letter (26)

 23:2,2,9,10;28:8,14;

 31:7,10;33:24;90:15,

 16;99:8,9;137:2;142:8;

 145:8;171:11;175:15;

 177:10;179:3,4;183:3,

 25;193:2;200:12;228:4

letters (7)

 134:18;148:9;

 160:22;163:25;169:23;

 170:9;172:21

letting (2)

 36:22;123:22

levels (1)

 134:4

liability (5)

 8:12;9:4,14;12:3;

 134:15

liable (7)

 10:23;177:7;204:13,

 21;205:1,16,20

life (1)

 187:21

lifting (2)

 219:24;220:1

light (4)

 163:2,3,20;164:6

likelihood (2)

 56:24;80:21

likely (5)

 25:7;149:11;161:17;

 221:3;222:8

likewise (1)

 115:20

limit (2)

 29:7;205:13

limited (1)

 85:21

limits (5)

 84:6;107:13;118:18;

 120:10;200:7

line (14)

 26:25;30:15;52:11;

 65:10;71:18;77:1;80:4,

 7;92:24;94:17;102:12;

 121:8;132:13;196:12

linear (1)

 165:20

lines (2)

 6:20;20:2

lining (1)

 42:7

LIOU (20)

 18:5,6,7,8,17,21,24;

 19:1,6,11,13,16,22;

 20:1,6,10,13,20;21:18,

 23

liquidate (2)

 194:9,10

liquidated (5)

 51:17;191:8;209:12,

 13,23

liquidation (3)

 168:1;191:9;192:3

list (3)

 49:6;165:17;189:22

listen (8)

 40:25;77:3;81:5;

 121:3;135:13;136:12;

 189:3;221:15

listening (2)

 52:11;208:10

literally (1)

 153:15

litigate (2)

 64:16,17

litigated (3)

 10:25;64:21;137:2

litigates (5)

 64:18;196:3,4,6;

 202:22

litigating (2)

 11:1;190:9

litigation (11)

 7:19;8:7;11:22;17:8;

 20:3;21:21;57:9;73:20;

 149:8;193:14;198:10

little (28)

 6:19,21;7:1;17:1,15;

 22:5;47:19;67:7,24;

 72:11;76:14;79:23;

 82:9;86:19;87:10;

 91:20;101:19;108:9;

 116:18;119:8;143:7;

 147:6;149:21;174:18;

 181:17;187:25;206:6;

 208:22

live (1)

 123:18

LLP (2)

 89:10;216:12

loan (3)

 66:19;115:16;205:9

local (1)

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(15) Julian's - local Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 246

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 210:5

locked (2)

 194:6,8

locks (3)

 192:1,2,3

Loduca (1)

 229:17

logical (1)

 214:15

long (17)

 52:8;67:2;100:6;

 114:18,20;137:10;

 138:24;144:7;169:25;

 170:17;206:18,18;

 207:22;218:1;224:6;

 230:5,5

longer (2)

 167:25;184:1

look (30)

 23:12;25:18;49:9,12;

 56:16;64:14;70:22;

 71:12;78:19;79:3,22;

 97:12;109:4,5;112:15,

 15;115:9;120:2;

 138:20;140:8;145:18;

 174:12;176:13;182:23;

 185:9;202:20,20;

 215:1;222:10;229:24

looked (6)

 64:6;68:17;118:18;

 141:4;185:5;206:10

looking (16)

 12:19,21;13:4;14:9;

 28:2;35:20;41:17,18;

 70:14,17;118:11;

 142:22;162:13;167:4;

 200:12;201:11

looks (2)

 152:24;214:12

lose (2)

 68:20;167:6

loss (6)

 142:14;205:2,3,4,5,

 18

losses (2)

 139:10;205:4

lost (1)

 137:11

lot (18)

 7:12;22:24;23:25;

 28:3;39:16;44:25,25;

 65:11;68:19;91:7;

 115:5;124:19;139:7,

 20;169:14;178:6;

 182:24;223:3

lots (1)

 170:20

love (1)

 227:2

Lowenschuss (10)

 186:21,22;190:20;

 201:9;202:14;203:4,

 10,23;208:15;222:1

lower (1)

 129:10

lowest (1)

 142:21

luck (2)

 77:14;144:9

lumped (3)

 207:4,9,17

M

made-whole (3)

 40:11,12;212:18

magically (1)

 10:20

magnitude (3)

 110:1;126:4;130:25

main (2)

 93:7;121:12

maintain (1)

 143:20

maintaining (1)

 138:2

major (3)

 120:9;144:3;187:22

majority (3)

 12:2;57:15;151:6

make- (4)

 32:11;39:18;53:9;

 56:2

makes (14)

 10:4;17:15;27:12,18;

 45:5;109:22;132:1;

 151:23;175:23;185:17;

 197:10;216:1,2;218:3

make-whole (25)

 22:19;31:12,20;

 36:17;38:2,16,24;

 39:18;40:12,16;43:20;

 44:15,22;45:3;56:14;

 57:11;64:17;65:23;

 67:8;82:13;85:12;87:3;

 91:6;99:17;213:7

making (11)

 6:21;14:9;17:24;

 72:17;81:3;109:19;

 142:14;167:7,9;

 174:10;190:24

man (1)

 70:1

manage (1)

 93:2

managed (2)

 89:3;145:22

Management (2)

 104:9;158:21

mandated (1)

 162:5

Manges (4)

 6:14;18:8;22:14;

 121:14

manner (2)

 12:13;75:4

many (19)

 30:3;53:11;65:12;

 89:23;116:19;122:7;

 136:8;139:24;146:4,6;

 148:23,23;150:13;

 174:10;209:12;216:4,

 5;222:7;223:22

map (1)

 170:15

March (1)

 71:22

margin (1)

 64:12

mark (1)

 102:23

market (4)

 68:10;134:13;162:4;

 163:3

markets (3)

 133:18;162:2;163:5

MARSHACK (7)

 215:13,15,16,19,19;

 216:9;224:2

mass (1)

 202:21

Master (1)

 104:12

match (1)

 44:14

material (2)

 25:3;188:7

materially (3)

 27:5;163:6;186:18

matrix (5)

 194:18,24;196:16;

 202:22;203:2

matter (15)

 6:11,15;26:20;28:6;

 48:1;80:8;89:23;94:17;

 128:15;136:21;142:23;

 144:13;197:14;206:20;

 217:1

matters (5)

 86:1;102:14;105:22;

 106:9;229:12

Matthew (3)

 50:7;147:19;181:25

max (1)

 30:12

maximization (2)

 21:12;142:24

maximize (3)

 56:24;80:21;162:24

maximum (1)

 53:25

may (49)

 21:9,13;32:1;38:8;

 54:22;62:23;69:6,20;

 71:2;73:1,1;88:2;91:2;

 92:15;99:8,22;100:8,9,

 15,25;101:2,4,9;

 111:18;114:11;125:10;

 148:16;149:19;153:3;

 158:1;163:17,19;

 171:7;173:10;180:1,

 18,19;188:6;192:7;

 198:8,9;199:6,9;

 212:16;213:23;216:24;

 223:14;229:9,10

Maybe (27)

 9:11;23:3,4;32:3;

 38:2;41:9;51:11;58:25;

 66:4,5;69:22;97:7;

 108:4;113:8;118:7,7;

 137:1,2,17;144:7;

 157:3;172:18,18;

 174:8;183:25;203:9;

 210:13

mean (122)

 8:3;13:9;14:4;15:15;

 17:7,11;18:20,21,22;

 20:21,23;22:20;25:15,

 24;28:5,7,15;30:20;

 43:3,13,24;44:23,23;

 47:10;53:9;54:15;

 58:16;60:3,4,15,20,22;

 65:9;68:3,23;72:23;

 82:19;85:25;86:8,10;

 87:24;89:2;91:18;

 94:15;95:20;97:23,25;

 102:18;104:21;105:24;

 111:24;112:9,15,22;

 117:16;118:16;123:25;

 127:9;132:23;134:20;

 136:11,23;138:19;

 144:23;146:22;147:18;

 148:5,8;150:21,23;

 152:1,3;154:2,16,17;

 156:4,22;158:5;

 164:10,10;165:25;

 172:14,15;173:10,13,

 24;175:22;176:13,24;

 178:11,20;182:18;

 186:22,24,24;187:2,2,

 10;188:3;189:5,23;

 191:12,17,25;192:1;

 198:3,12,19,19;199:11,

 16;200:19,21,23,24;

 207:24;214:5;218:20;

 221:25;223:1;224:4;

 225:3

meaning (4)

 16:1;150:2,22;202:5

meaningful (2)

 15:24;155:10

means (3)

 18:19;38:13;80:11

meant (1)

 112:20

mediate (1)

 123:19

mediated (1)

 60:11

mediation (13)

 62:4;123:14,14;

 125:15,22;215:25;

 216:1,7,8;224:3;226:7,

 10,10

mediator (1)

 123:16

meet (8)

 49:12;102:22;132:3,

 19;133:19;136:3;

 153:13;193:21

meet-and-confer (2)

 56:17;228:23

meeting (1)

 132:17

member (1)

 21:16

members (5)

 21:10,13;61:5;160:5;

 170:21

memorialize (1)

 55:16

memorialized (1)

 175:17

mention (2)

 52:10;145:22

mentioned (6)

 8:3;38:15;91:1;

 122:22;139:5;146:1

meritorious (1)

 224:9

merits (7)

 26:10,11;167:16,18;

 225:9,11,13

met (1)

 160:16

metaphor (1)

 58:8

microphone (2)

 53:20;54:16

might (25)

 26:11;67:14;69:17;

 73:9;97:24;126:9;

 138:13;142:7;143:25;

 146:23,25;147:23;

 148:10;166:3;180:2,4;

 185:6;186:3,6;189:11;

 197:18;212:22;221:8,

 10;222:15

migrate (1)

 215:24

Mike (2)

 55:23;166:16

Milbank (3)

 15:18;89:10;216:12

million (7)

 49:19;57:24;68:3;

 69:16;95:10;115:17;

 160:9

MILLMAN (4)

 115:12,14,14;116:4

mind (14)

 27:16;34:24;53:18;

 58:17,17;80:2;109:25;

 125:4;129:10;136:7;

 200:18;203:4,20;

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(16) locked - mind Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 247

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 212:15

minds (2)

 34:21;94:22

Mine (1)

 113:22

mine's (1)

 80:5

minimize (3)

 56:23;80:21;100:8

minimum (1)

 126:7

Minnick (8)

 113:17,18,19;114:7,

 9,11,18,20

minute (14)

 28:4;35:21;47:2;

 67:10;72:7,7,9,21;

 78:15;85:15;98:20;

 119:2;218:18;220:8

minutes (8)

 7:10,11;42:20;57:17;

 116:19;117:23;121:17;

 166:16

misconception (1)

 133:21

misread (1)

 203:13

missed (1)

 144:23

missing (6)

 35:22;39:17;72:23;

 102:22;103:19;212:4

misspoke (2)

 54:22;129:12

mistake (1)

 133:21

misunderstandings (1)

 137:19

mitigate (1)

 103:12

mitigation (1)

 102:7

mixed (1)

 87:5

Mizuho (1)

 115:16

modified (5)

 92:24;122:16;

 175:17,25;193:1

moment (13)

 39:1;69:15;81:7;

 101:13;102:11,15;

 127:5;134:21;156:20;

 157:11;163:12;184:3;

 189:24

Momentive (1)

 109:5

moments (1)

 159:3

Monday (4)

 22:23;56:17;172:14;

 222:25

money (28)

 57:23;66:13,16,23;

 67:5;69:7;72:2;127:25;

 134:17;135:1,6;

 142:19;162:11;167:11;

 191:9;193:23;194:13;

 200:2,14,14;202:22;

 203:18;209:6,8;211:2;

 212:16;214:18;215:6

money-grab (1)

 153:15

monitor (2)

 19:9;20:6

monitoring (6)

 18:12,17,19,19;

 19:14;94:4

Montali (3)

 6:6;169:8;215:5

month (4)

 64:11;73:17;84:20;

 109:3

months (4)

 51:16;73:5;152:5;

 217:8

Moore (2)

 23:19;45:19

moot (1)

 163:19

mooting (1)

 59:7

more (70)

 7:2;10:11;15:6;

 20:15;21:9;28:4;29:5;

 33:1;34:15;36:16,17,

 18;39:2,16;48:3;53:10;

 63:6;64:9;66:13;82:9;

 87:18;88:7;90:5;92:15;

 108:4,9,16;110:20;

 113:22;117:9,13,25;

 118:12;121:2;126:17;

 134:2,12,16;135:16;

 136:6;137:23,23;

 139:8,9;140:19;

 144:17;145:19;153:13;

 155:17;165:15;166:3;

 167:10,15;170:25;

 180:2,6,7;181:2,14;

 188:23;190:14;198:2,

 16;208:20;213:20,22;

 216:1,2;217:13;223:24

morning (35)

 6:7,8,9,13;7:5,6,9;

 18:4,5;23:18;45:16;

 46:23;48:12;52:16;

 55:22;89:8;94:21;95:2;

 98:24,25;101:17,17;

 103:24,25;104:6,17;

 105:9,18;113:17,18;

 133:6;138:24;163:4;

 165:13;230:5

morning's (1)

 158:23

MORRIS (36)

 7:6,7,9,10,13,15,23;

 8:5,10,14,18,21;9:2,7,

 10,14,19;10:1,6,8,13,

 16,19,24;11:8,25;

 12:17;13:7,20,22;14:3,

 7;15:8,11;21:25;22:3

most (12)

 15:15;22:22;27:18;

 58:6,7;110:13;149:11;

 157:25;168:23;171:13;

 174:17;206:22

motion (35)

 6:16;7:4,18;8:4;

 10:10;11:7;16:22;19:2,

 8,9,20;29:3;31:23,24,

 24;47:4;118:1;121:12;

 145:15;153:1;154:3;

 158:17;166:12,15;

 169:10,14;170:18;

 173:18,19;177:6;

 195:24;214:20;216:1,

 2;222:17

motions (3)

 8:15;25:1;176:25

move (34)

 36:18;37:10;44:12;

 65:12;70:9,10;84:22;

 85:2;86:3;87:11,12,15;

 88:24;108:1;110:23,

 23,24;122:4,13,17;

 123:1,17;124:2,3;

 125:18;130:2,10;

 132:18;135:17;136:5;

 166:22;169:10;196:12;

 204:4

moved (3)

 73:16;86:5;116:11

moving (10)

 24:4;53:11;84:17;

 102:21;103:18;112:3,

 7;116:10;125:8;214:24

much (30)

 20:15;25:1;29:15;

 34:7;49:22;57:19;

 65:10;75:15,16,18;

 76:11;89:16;116:2;

 128:3;129:14;139:2;

 157:23;166:9;170:17,

 25;172:15;174:18;

 181:15;209:6,8;211:9;

 214:25;216:1,2;230:7

multiple (12)

 93:10,10;104:22;

 105:17;116:24;117:7,

 9;118:24,24;144:1;

 145:24;146:3

mundane (1)

 113:22

municipal (1)

 137:6

must (4)

 29:2;177:5;187:17;

 212:7

mutual (3)

 199:1,8,16

mystified (1)

 211:23

N

nail (1)

 21:18

name (9)

 6:22,25;95:1;99:3,5;

 101:18;105:12;168:15;

 215:17

namely (1)

 212:7

names (1)

 121:4

narrow (1)

 169:19

narrower (1)

 76:11

nation (1)

 204:10

National (1)

 113:20

natural (1)

 164:10

nature (5)

 104:18;124:8,10;

 180:5;190:21

natures (1)

 104:22

near (3)

 27:13;95:10;125:23

nearby (1)

 189:23

nearly (1)

 191:20

necessarily (2)

 103:21;177:5

necessary (9)

 14:22;32:17;57:4;

 65:20;80:21;86:9;

 126:8;135:9;145:20

need (50)

 14:7;43:3;47:8,23;

 50:18;52:19,25;59:22;

 65:25;71:22,24;72:1;

 75:19;76:9;79:20;

 82:14,14;83:20;85:2;

 87:14;88:9;89:1;92:15;

 99:25;100:9;101:2;

 106:9;108:4;110:16;

 112:17;114:11;115:25;

 117:7,8;127:6,23;

 139:5;147:13,23;

 148:1;153:24;166:23;

 168:4,16,20;170:15;

 171:4;173:18;194:25;

 208:2

needle (3)

 71:24;187:3,6

needs (6)

 71:25;88:25;148:10;

 173:1;176:2;209:5

negatively (1)

 14:5

negotiate (6)

 160:14;184:5;227:2,

 8;228:1,3

negotiated (3)

 140:22;183:15;

 184:25

negotiates (2)

 183:16;197:8

negotiation (1)

 196:16

negotiations (7)

 92:19;185:24;

 186:11;189:10;194:5,

 7;228:5

neither (3)

 156:25,25;199:13

new (12)

 47:25;81:24;106:19;

 109:15;124:20;134:6;

 143:17,18;160:7,7,8;

 167:11

newly (1)

 95:3

news (1)

 76:6

next (16)

 13:13;22:16;32:22;

 39:6;52:5;58:16;71:6;

 98:23;154:16;156:15,

 15;168:6;189:24;

 204:1;221:22;222:24

nice (1)

 199:16

nickel (1)

 11:19

night (1)

 177:12

nineteenth (1)

 54:11

ninety- (1)

 181:15

ninety-six (2)

 181:3,14

Ninth (18)

 51:25;91:7;96:24;

 97:3,4,12;177:22;

 197:15;201:10,16,19;

 203:5,8,11,15,16;

 211:19;213:14

nobody (3)

 30:5;134:15;145:22

nobody's (1)

 147:14

none (3)

 7:22;102:9;194:2

nonparties (2)

 186:18;187:12

nonsettling (1)

 62:1

nonsubros (1)

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(17) minds - nonsubros Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 248

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 62:1

nonvoluntary (1)

 190:21

non-wildfire (1)

 90:22

nonworking (2)

 229:6,19

nor (1)

 125:22

normal (4)

 17:14;125:12,13,14

normally (3)

 11:12;124:24;198:24

North (2)

 26:3;82:7

Norton (1)

 48:13

note (5)

 89:16;100:10;

 116:24;134:5;229:8

noted (9)

 116:3;118:16;

 121:20;122:19;123:3;

 129:21;133:3;135:11;

 136:2

noteholder (3)

 95:17;166:19;225:15

notes (7)

 106:19;108:20,24;

 109:15,19;113:5,5

notice (2)

 48:8;92:16

noticed (2)

 6:18;7:11

noticing (1)

 48:5

notify (1)

 49:14

notwithstanding (2)

 121:24,25

novel (2)

 20:24;91:6

November (43)

 23:22,22;28:6,19;

 30:13,19,20;42:6,9,10;

 43:20;46:18,19;49:6,

 19,21;53:12,21,24;

 54:23,24;84:14,14;

 85:18,18;87:6,9;

 110:18,25;114:16;

 115:19;119:4,4,6,10;

 221:23;222:13,16;

 223:14,25;225:1,12;

 227:17

number (52)

 33:5;43:25;56:15;

 60:10,12,15,20,25;

 61:2,11,25;62:18;63:4,

 5,24;66:3,15,15;67:14;

 68:2;75:14;79:6,8,8,9;

 80:17;86:14;90:19;

 91:9;94:24;113:23;

 119:10;121:18;129:11;

 133:10;135:3,7;137:5;

 139:11;140:1;150:17;

 151:22;168:2,3;171:5;

 176:16;179:25;180:24;

 184:6;185:25;214:6;

 217:10

number-one (1)

 81:5

numbers (7)

 62:24;69:23;129:4;

 139:12,13;152:10;

 180:21

number's (2)

 60:13;63:1

O

object (5)

 15:6;103:5;127:21;

 138:12;220:21

objected (1)

 170:4

objecting (1)

 209:17

objection (16)

 13:21;46:20;119:14;

 129:13;141:15;158:8;

 166:3;170:13;172:17;

 182:5;189:7,23;201:7;

 221:19;226:25;227:21

objections (13)

 95:15,16;170:5;

 171:4,13,14,22;174:4;

 177:7;182:4;200:18;

 222:4;223:24

objectors (3)

 175:9;178:12;215:9

obligated (3)

 201:20;203:22;

 213:15

obligation (3)

 108:7;131:16;221:2

obliged (3)

 217:18;220:23,24

observation (1)

 149:1

observe (3)

 16:1;17:21;20:8

obtainable (1)

 143:6

obtained (1)

 133:25

obvious (8)

 8:19,20,22;33:4;

 69:11;130:14,18;

 142:18

obviously (13)

 18:14;80:1;90:6;

 95:21;113:5;124:19;

 147:22;163:18;175:5;

 182:21;191:25;197:14;

 224:16

OCC (6)

 15:13,16;30:2;41:9,

 10,11

occur (5)

 73:21;102:7;165:8,

 16;223:7

occurring (1)

 16:2

occurs (1)

 219:22

o'clock (1)

 30:18

OCTOBER (10)

 6:1;23:2,9,21;33:25;

 46:9;86:15;122:12;

 129:22;130:6

odd (1)

 17:3

off (18)

 24:18;26:17;37:6,7;

 45:8;59:6;67:24;92:18;

 94:12;101:4;120:9;

 193:25;196:12;198:21;

 202:1;211:3;226:3,6

offensive (1)

 167:5

offer (4)

 125:9;162:10;

 221:21;227:10

offered (2)

 52:23;216:20

offering (2)

 124:7;134:1

office (3)

 52:17;181:18;229:8

official (5)

 7:7;15:19;82:5;

 83:25;93:21

often (2)

 139:5;188:5

of-the-pen (1)

 66:10

omnibus (1)

 46:22

once (4)

 49:11;80:9;133:6;

 146:19

one (163)

 6:23;7:14;8:16;9:8;

 11:4;12:7,9;14:11,13;

 17:15;18:10;22:25,25;

 23:3;24:8,9;28:17;

 29:4,5,7;30:3,7,9,10;

 32:24;39:15;41:20;

 42:6,22;43:14,14;

 44:24;45:1,11;48:21,

 22,22;50:12,13;53:8;

 54:8;58:24,25;65:2,15;

 66:14,15;67:11,13;

 68:16;70:1,22;74:5;

 80:3,15;81:23;82:21;

 84:5,7,9;88:23;97:11,

 24;100:16;103:4,5;

 104:17;105:17;107:14,

 20;108:23;110:7;

 113:12;115:4;116:25;

 118:7,16;119:13,16;

 120:9,17,21;121:3,4,

 18;123:22;125:17;

 126:22;127:3,4;

 130:20;132:6;135:21;

 136:6,24;137:10;

 138:22,23;139:24;

 140:1,4,19;142:17,25;

 144:2,17;146:14;

 147:14;148:11,15;

 149:1;156:25,25;

 161:14;165:2;168:2,5;

 169:3,7,8,17;170:19,

 24;172:19,22;173:17;

 174:9;176:16,25;

 180:11,16;182:4;

 185:3;187:25;188:2,5,

 12,13,14;189:24;

 192:17,23;193:15;

 198:7;200:4,11;

 201:17;202:10,12;

 204:10;205:22;209:6;

 215:13,13,20;222:6,9;

 223:4,20;224:22;

 225:16;227:19;228:15

one-on-one (1)

 196:13

ones (8)

 49:14;77:14;90:1;

 106:8;144:24,25;

 201:4;224:9

one's (5)

 13:13;53:11;134:14;

 205:7,7

one-tenth (1)

 11:12

one-way (1)

 190:7

online (1)

 170:22

only (51)

 12:10,10;13:23;

 17:17;34:11;38:15;

 45:1;47:5;48:2;56:11;

 57:15;62:17;72:2;83:8;

 85:2;87:16;102:8,10;

 109:12;112:5;113:7;

 115:18;118:23;123:13,

 14;141:25;145:13,23;

 149:1,5;153:16;

 162:17;165:3;167:21;

 172:15;183:13;185:16;

 186:17;190:11,20,25;

 192:2;204:10;212:2;

 213:18;217:13,15;

 219:22;222:6;224:1,12

oOo- (1)

 6:3

open (9)

 27:15;81:1;107:11;

 125:11;163:5;166:22;

 171:1;198:10;229:23

opening (18)

 6:17;7:14;10:21;

 11:6;23:21;28:9,9;

 41:1,2;82:23;87:8;

 110:18;112:7;114:15;

 119:3,6;169:13;199:5

operating (1)

 84:25

operative (6)

 177:13,17;184:1,3;

 195:3,4

opinion (2)

 79:25;157:7

opponents (4)

 6:22;27:5;75:5;

 180:11

opportunities (1)

 160:25

opportunity (19)

 24:10;27:25;52:12;

 53:2;56:9;80:12;98:10;

 114:1;116:22;130:24;

 143:20,24,25;160:6;

 162:1,3,11;192:20;

 221:19

oppose (3)

 217:19;220:24;221:2

opposed (5)

 16:5;18:11;19:14;

 90:9;219:24

opposing (1)

 221:25

opposition (4)

 16:4;28:13;32:1;

 119:10

opposition's (1)

 32:2

opt-in (1)

 193:2

optional (5)

 57:11;108:19;

 109:21;110:9,12

oral (5)

 42:11;43:10;116:17;

 119:4,6

order (33)

 6:4;9:21;10:3;22:15;

 47:4;53:8,8,12;118:8,

 17;127:15;132:2;

 134:3;145:3,4;147:23;

 160:20;162:7,24;

 169:25;170:10;172:21;

 174:15,17;182:5;

 190:8;195:23;199:17,

 20,20;202:22;203:18;

 229:15

orders (2)

 22:7;226:7

original (4)

 23:20;87:11;99:9;

 111:17

originally (9)

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(18) nonvoluntary - originally Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 249

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 42:16,18,18;43:5;

 111:7,9,16;172:17;

 180:17

Orsini (36)

 12:22;23:15,18,18,

 24;24:3,20,24;25:11,

 14,18,25;26:3,6,10,12,

 16,18,24;27:2,7,9,17,

 20;28:8,12,21;29:13,

 17,24;30:7,19,21;31:2,

 5;196:7

Orsini's (1)

 15:4

others (14)

 44:18;92:13;96:2;

 98:11;101:1;103:4;

 134:23;135:17;158:24;

 159:6,13;169:18;

 171:15;215:10

otherwise (3)

 12:16;30:2;59:21

ought (4)

 79:5;176:14;178:7;

 214:21

ours (2)

 45:22;141:20

ourselves (1)

 151:25

out (86)

 8:1;15:5;22:21;

 24:23;27:13;28:19;

 33:1;34:18;38:5;47:3;

 48:14;56:9;57:1;63:5,

 21;65:18;66:25;69:7,

 23;73:3;76:25;81:6,6;

 82:22;84:17;90:17;

 92:16;101:8;110:12,

 15;116:16;117:20;

 118:8;124:21;127:9;

 128:6;137:3;140:5;

 141:24;143:10,15;

 144:9,21,24;145:3,4,

 10;146:4;148:16;

 151:2;152:17;157:15;

 161:6;162:1,8,13;

 165:20;169:22;170:14,

 16;172:17;173:17;

 175:10;177:10;178:25;

 183:21,23;186:13;

 187:9;191:4,5;192:5;

 193:24;195:14;198:1,

 5;202:22;203:19;

 207:20;208:15;211:3;

 214:3,16;215:6;216:5;

 219:1

outcome (6)

 9:17;21:9;56:24;

 160:24;213:1,3

outcomes (2)

 149:8,9

outline (2)

 172:19,19

outlined (2)

 92:24;193:8

outs (1)

 141:7

outset (1)

 122:22

outside (5)

 19:19;21:11;138:20;

 197:15;199:1

outstanding (1)

 174:4

over (16)

 15:11;57:9;61:17;

 73:20;111:14;115:5;

 133:10;142:11;152:14;

 158:8;168:25;170:21;

 186:12;195:24;209:6;

 221:22

overall (2)

 183:14;207:21

overlapping (1)

 11:8

overlaps (1)

 23:6

overpaid (2)

 198:14,21

overpay (3)

 73:9;77:10;168:22

overpaying (1)

 75:6

overpayment (2)

 142:4,15

overpays (2)

 60:1;142:11

overrule (2)

 13:21;222:4

overruled (1)

 177:8

oversized (1)

 29:16

oversubscribed (1)

 134:10

own (15)

 28:2;30:6;88:1;

 98:10,13;99:21;

 106:10;119:22;123:2;

 131:21;153:12;171:6;

 178:13;180:19;211:12

P

page (10)

 7:17;29:6;32:15;

 52:6;71:6;84:6;107:13;

 118:18;120:10;148:10

pages (18)

 29:15,18;30:14,17;

 43:15;45:20,21;52:21,

 23,24;53:1,3,25;

 109:11;117:10,13;

 169:25;172:14

paid (17)

 13:13;128:3;129:15;

 130:21;139:8;150:15;

 167:10,15;179:2;

 180:2;190:19;191:8;

 194:12,23;200:2;

 207:15;218:2

papers (10)

 7:16;15:5,9;19:13;

 21:3,24;47:6;110:7;

 130:8;154:6

paperwork (1)

 136:22

paragraph (1)

 225:22

parallel (1)

 155:8

paraphrase (3)

 140:24,25;213:25

paraphrased (2)

 145:25;146:2

pardon (2)

 54:15;173:23

parent (2)

 7:25;113:21

pari (1)

 204:4

parochial (1)

 100:12

parsing (1)

 182:25

part (23)

 29:11;39:20;60:6;

 76:3;82:11;93:8;102:5;

 161:10,15;166:2;

 175:13;178:4;183:14;

 189:10;191:19;193:7,

 9;195:3,18;204:4;

 217:8;224:13;226:19

participants (1)

 81:25

participate (20)

 11:18;13:1;14:14,22;

 15:24;16:10,24;17:4,8;

 18:14;19:10;20:3,7,8;

 90:21;91:10;160:7;

 167:6;224:21;228:5

participated (1)

 48:8

participating (1)

 225:23

participation (2)

 16:1;18:21

particular (7)

 26:25;91:7;144:1;

 160:17;162:4,13;

 174:15

particularly (3)

 48:6;142:4;163:3

parties (43)

 33:22;35:16;42:17;

 57:17;76:7;87:1;90:20,

 25;93:2,3,11;94:5;

 99:22;101:20;103:11;

 107:21;108:8;110:8,

 21;111:10,17;112:19;

 113:8;120:3;137:8;

 139:11;144:21;160:5;

 161:22;169:17;174:10;

 183:9,13;185:14,15;

 186:9,11;198:25,25;

 202:10;203:10;226:17;

 228:9

parties' (2)

 33:12;229:5

parties-in-interest (1)

 162:25

partly (1)

 182:25

partners (3)

 61:5;104:9;158:20

parts (4)

 23:7;25:17;53:11;

 138:23

party (12)

 19:3;101:22;112:22;

 113:4;114:3;160:19;

 161:24;185:5,11;

 186:5,23;217:17

party's (1)

 212:8

Pascuzzi (15)

 49:17;51:2;52:11,13,

 14,16,17;54:19,21,21;

 55:4,9,14,18,20

pass (3)

 19:23;28:16;219:10

passed (3)

 46:4,10;130:23

passionate (1)

 67:23

passu (1)

 204:4

past (3)

 146:14;211:15;

 215:11

patently (1)

 130:14

patient (1)

 200:23

Paul (4)

 45:18;52:17;54:21;

 228:19

pause (1)

 47:2

pay (8)

 20:16;41:3,4;127:24;

 134:15;176:18;193:18;

 202:6

paying (5)

 13:8,11;179:25;

 180:2;192:5

payment (6)

 182:6,14;194:6,8;

 208:19;220:24

payments (3)

 153:6;202:3;215:3

payroll (1)

 11:21

pays (4)

 56:10;176:21;

 213:17;218:1

PE (1)

 62:11

pen (7)

 66:10,12;69:5,16;

 72:1;213:19;214:1

penalized (1)

 220:2

pending (5)

 78:14;128:25;131:9,

 11;170:3

people (41)

 37:6,7;39:16;42:18;

 48:1;49:7;50:21;53:17;

 61:5;69:6;82:13;85:5;

 86:14;88:22;89:1;

 91:21;92:18;105:19;

 112:6;116:19;119:22;

 120:23;122:7;130:24;

 132:10;145:19;149:12;

 153:4;156:5;164:23;

 166:21;171:1;173:10;

 174:12;178:5;181:10;

 194:21;195:5;199:13;

 206:4;223:3

per (1)

 108:6

percent (9)

 96:18;152:22;

 180:17,18;181:3,15,16;

 196:24;206:10

percentage (1)

 211:15

perfect (2)

 156:25;166:21

perfectly (1)

 213:24

performed (1)

 200:10

perhaps (11)

 9:6,23;32:22;39:6;

 118:6;128:7;145:2;

 156:10;178:13;196:19;

 222:18

Period (4)

 10:23;85:21;176:22;

 201:21

permission (1)

 105:6

permissions (1)

 195:4

permit (1)

 16:9

permitted (2)

 15:23;194:24

Perris's (1)

 208:20

person (1)

 48:16

personal (5)

 27:24;86:11;88:8,10;

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(19) Orsini - personal Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 250

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 128:14

personally (2)

 67:22;156:20

perspective (6)

 28:21;57:7;68:9;

 69:4;168:16;219:18

persuade (2)

 158:9;220:21

persuaded (5)

 12:15;170:18;204:8;

 222:4,5

persuading (1)

 156:21

PEs (1)

 150:4

petition (4)

 82:18;83:13;110:10;

 114:6

PG&E (16)

 6:11;12:13;13:8,10;

 25:22;26:14,20;28:19;

 42:25;43:22;44:6;

 68:10;115:24;139:14;

 212:14;229:18

PG&E's (1)

 11:19

ph (1)

 115:16

philosophy (1)

 69:24

phone (4)

 18:13;54:15;68:17;

 115:13

phonetic (4)

 42:24;152:14;160:4;

 211:19

phrase (2)

 39:18;40:10

PI (2)

 62:11;192:10

pick (1)

 152:23

picked (1)

 129:10

picture (2)

 64:3,5

pieces (2)

 91:20;214:24

Pillsbury (1)

 113:19

pin (2)

 33:11;35:6

pitch (2)

 87:8;154:19

place (4)

 120:21;162:6;

 170:24;192:25

places (2)

 39:19;141:3

Plaintiff (2)

 9:22;21:17

plaintiffs (10)

 7:24;10:2,23;11:23;

 13:8,23;21:8,20;

 149:13;152:15

plaintiffs' (5)

 12:21;13:3,4;15:1;

 168:19

plan (257)

 21:7;23:5;36:21;

 37:18,21;38:17;41:3;

 57:9,10,13,18;58:9;

 59:1,22;60:15,24;

 61:25;62:8,9,17;63:20;

 64:25;65:3,20;68:20;

 69:15,20;70:6,10;

 72:13,25;73:2,8;74:18;

 75:6,19;76:20;77:4,4,8,

 9,23,23;78:1,2,6,22,23;

 79:1,2,19;80:12,13;

 81:15;82:6,7;83:13,14;

 84:22;85:1;95:16,17;

 103:1,20;120:25;

 121:24;122:3,9,17,18;

 123:2,5,6,9,20,20,22;

 124:2,4,4,7,14;125:9,9,

 12,12,17,18;126:5;

 127:5,15,18;128:20,21;

 129:5,24;130:5,5,10,

 11,14,15;131:5,17;

 132:7,9,18;133:4,7,11,

 16,19,20;134:3,8,13,

 19;135:15,16,20;

 136:18,19;140:14,22;

 141:14;142:5,9,20;

 143:1;144:3,6,7,9,17;

 146:14;147:2,9;149:5,

 6;150:22,23;151:7,12,

 12,16,16;154:20;

 155:17,18;156:9,13,13,

 16,22,23;157:4,4,10;

 158:2,7,7,16;159:21;

 160:3,21,22;162:4,6,7,

 13;163:18;164:1,4,12,

 13,16,24;165:3,3;

 167:3,6;168:1;173:6;

 174:25;175:2,5,18;

 176:1;177:5;178:5;

 179:7,11,11,14,15;

 180:15,19;181:2;

 182:9;184:14;185:4,7,

 8;192:24;195:3;

 202:11,14,15;203:19;

 206:4,6,14;207:20;

 208:2,10,12,13,17;

 209:25;210:8;211:8;

 213:13,17;214:22;

 217:1,1,2,2,2,13,14,16,

 18,20,25;218:2,13,14,

 15,15;219:8,9,9,12,23,

 23;220:5,9,21,25;

 221:2;226:22;227:4,

 11,13,19,23

plans (32)

 32:24;47:17;65:22;

 69:25;71:14,23;80:2,

 14;102:6;103:4;

 121:21;122:13;124:20;

 132:3,6,8;136:1,2;

 145:25;146:3;155:9;

 156:17,25;157:12;

 163:8,10,11;165:1;

 218:19;220:2,18,22

plan's (2)

 78:7;166:20

played (1)

 157:15

pleading (5)

 70:20;100:9;171:12;

 172:11;216:16

pleadings (1)

 19:23

please (6)

 8:24;24:22;181:22;

 183:7;184:19;215:17

pleased (1)

 228:22

plenty (4)

 36:15;134:18;135:1;

 138:14

plug (1)

 60:12

plugged (1)

 64:7

pm (2)

 118:3;230:10

PMK (1)

 12:24

podium (1)

 56:13

point (70)

 9:5;10:9,9;13:7;

 16:8;20:25;23:4;25:11;

 35:20;38:1;61:24;72:3,

 25,25;77:1;78:25;

 82:23;87:12,16;93:7;

 103:20;104:10;108:20,

 20;110:5;121:1;

 125:24;126:13;129:17,

 19;132:25;133:14;

 135:14;137:1,10;

 141:24;144:11;149:25;

 150:8,9;152:20;153:5,

 12;156:24;157:15;

 158:11,20;165:21;

 170:13;174:7,8,16;

 179:14;180:9;183:8;

 186:17;191:17;195:9;

 198:3;199:5;200:9;

 207:21;208:7;213:9;

 221:16;222:5,15;

 223:20;224:12;230:1

pointed (2)

 140:4;175:10

pointing (1)

 187:9

points (9)

 8:10;9:3;118:19;

 136:24;144:15;148:23;

 172:17;175:10;222:19

PointState (1)

 158:19

polarized (2)

 37:7;123:1

policy (3)

 200:2,3,11

politically (1)

 158:8

Polk (1)

 99:1

portion (1)

 63:20

posed (3)

 21:3;105:17;208:18

posited (1)

 148:16

position (26)

 13:15;14:24;15:14,

 14,15,21,22,22;18:13;

 47:13;79:25;92:11;

 95:21;113:25;114:2,4;

 119:9;132:14,16;

 133:16;134:24;139:3;

 156:22;162:15;164:2;

 196:13

positioned (1)

 160:13

positions (1)

 12:12

possible (3)

 110:6;142:20,21

possibly (4)

 56:11;89:17;170:1;

 178:21

post (1)

 85:19

post- (5)

 70:12;82:17;83:12;

 110:9;114:5

post-petition (33)

 31:9,11,20;32:11;

 38:1,16,23;41:1;53:9;

 56:2;57:10,18;61:21;

 65:23;67:7;82:23;

 84:13;85:19;86:24;

 95:14;99:14,19;

 107:20;108:17;111:11,

 19;112:5;114:7;

 115:18;118:10;119:3;

 138:21;159:6

post-petition- (1)

 85:8

post-petition-interest (3)

 83:12;92:4;95:17

post-trial (1)

 71:21

pot (2)

 191:8;211:14

potential (5)

 7:20;21:2,5;184:5;

 186:12

potentially (6)

 11:16;29:20;61:20;

 79:4;157:1;179:25

PPI (4)

 56:14;64:18;91:1;

 92:4

practical (4)

 10:1;149:1,3;152:7

practicalities (1)

 151:19

practicing (1)

 213:22

precedent (5)

 20:22;26:8;78:4;

 96:24;97:4

precludes (1)

 225:21

predicate (2)

 159:5;163:1

predicted (5)

 37:6;69:21,22;

 122:23,23

prefer (2)

 36:22;170:17

preference (3)

 13:23;80:9;84:4

preferences (2)

 24:4;146:7

prejudice (1)

 21:13

prejudices (1)

 187:12

prejudicing (1)

 218:14

preliminary (1)

 62:23

premise (2)

 185:24;194:15

premised (2)

 126:3;136:20

premium (11)

 31:12,20;36:17;

 38:16,24;39:18;40:16;

 43:20;85:14;116:8;

 203:1

prepared (9)

 25:20;36:18;77:3,4;

 124:6;144:10;154:20;

 222:3;227:10

preparing (1)

 20:1

prerequisite (2)

 79:14,18

present (9)

 14:10;16:11,17;

 17:19;74:8;107:6;

 110:2,5;226:14

presentation (4)

 7:3;74:18;139:4;

 206:10

presentations (1)

 24:15

presented (6)

 14:9;56:8;106:25;

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(20) personally - presented Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 251

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 107:8;108:5;110:6

presenting (1)

 13:2

presently (3)

 64:25;212:6;226:21

preserve (7)

 54:7;114:1;201:20;

 202:23;203:22;204:5;

 213:15

president (1)

 229:18

presiding (1)

 6:6

pressing (1)

 86:11

pressure (1)

 224:21

presumably (6)

 42:6;50:15;83:13;

 180:12;194:10,17

presume (4)

 19:1;29:3;47:5;

 197:6

pretend (2)

 10:17;69:11

pretending (1)

 127:4

pretty (5)

 34:7;99:11;166:15;

 171:16;222:16

prevail (1)

 26:18

prevent (2)

 178:8,9

preview (4)

 95:20;97:1;159:20;

 161:3

previously (3)

 23:9;25:19;184:23

prices (1)

 142:20

primacy (1)

 164:5

primarily (3)

 42:7;49:8;144:15

principal (2)

 36:22;106:22

principally (1)

 95:13

principle (4)

 27:15;176:24;199:9;

 202:15

prior (10)

 23:21;24:12;30:4;

 80:1;125:22;126:6;

 133:4;180:16;187:21;

 216:8

priorities (1)

 208:9

priority (7)

 38:3;59:25;79:21;

 126:8;127:18;128:17;

 208:16

private (1)

 50:17

prize (2)

 76:13,15

pro (1)

 105:3

probably (17)

 27:18;85:2;88:17;

 93:1,8;95:9;99:11;

 108:16,17,18;114:16;

 116:15;121:16;132:22;

 164:15;166:14;170:8

problem (37)

 29:6;37:1,4;51:13;

 72:16;81:18;84:9;

 85:18;86:19;98:15;

 108:25;112:8;122:3;

 142:9;155:10,10;

 162:18,19;173:22,24,

 25;174:1,3,19,20;

 190:23;199:15;204:7,

 16;205:8,25;206:1,2;

 209:20;217:24;221:1;

 223:6

problems (4)

 66:14;81:21;95:15;

 181:19

procedural (1)

 146:15

proceed (6)

 8:7;34:21;56:7;

 123:20;148:24;200:3

proceeding (21)

 8:8,11,18;9:22;

 10:25;11:11,11,25;

 12:18,22;15:25;19:16;

 48:9;81:4;92:23;129:2;

 130:15;131:19;137:12;

 209:7;217:9

proceedings (14)

 11:2,9;12:24;17:22;

 18:12,15;56:4;101:23,

 25;128:25;131:11;

 133:6;168:2;230:10

process (23)

 24:1;32:14;33:15;

 34:21;48:8;67:14;

 81:25;84:23;86:14;

 87:15;88:5;90:21;

 108:3;131:8;132:24;

 144:22;154:24;158:2;

 172:15;193:7;194:10,

 13;228:23

program (1)

 48:5

progress (8)

 36:23;37:2,5;123:4;

 169:14,16;174:10;

 230:6

prohibit (1)

 20:17

prohibited (2)

 142:15;186:7

prolong (1)

 158:22

promote (3)

 78:22;122:24;220:1

promptly (2)

 22:10;123:16

pronouncements (1)

 139:2

proof (1)

 162:21

proofs (1)

 50:14

proofs-of- (1)

 62:23

proper (1)

 48:8

properly (3)

 21:11;145:3;200:10

Properties (7)

 176:23;186:8,21;

 187:11,21;201:10;

 202:7

Properties' (1)

 203:21

property (1)

 143:16

property-damage (1)

 48:18

propo (1)

 111:7

proponent (1)

 127:24

proposal (7)

 42:12;43:9,19,20;

 45:13;49:20;90:7

propose (9)

 23:14,15;31:5;

 122:13;135:24;178:4;

 185:4,8;191:1

proposed (21)

 34:7,19;41:16;64:13;

 71:15;73:17;77:8;

 95:18;102:6;110:19;

 111:9,20;112:7;

 118:17;124:11;169:24;

 170:10;172:21;191:2;

 215:21;218:1

proposing (3)

 29:24;84:16;108:13

proposition (1)

 213:1

prospective (1)

 14:4

protect (5)

 14:7,23;69:9;112:25;

 134:23

protecting (1)

 207:23

protection (4)

 206:15,19;207:13;

 208:2

protects (1)

 14:10

protocol (4)

 228:24;229:4,5,13

Prove (7)

 69:19;72:20;139:11;

 140:11,14;141:16;

 202:8

proved (2)

 142:25;143:2

provide (3)

 20:23;134:22;162:21

provided (4)

 95:12;99:12;100:14;

 135:11

provides (2)

 96:15;146:17

providing (2)

 134:24;167:11

proving (2)

 11:24;139:3

provision (14)

 145:23;182:13,19;

 188:20;225:16,18,20,

 21;226:12,13,15;227:4,

 9,15

provisions (9)

 140:23;165:22;

 178:5,6;184:17;206:5;

 211:7;217:11;218:3

PSA (1)

 185:1

public (15)

 62:1,11;155:13;

 184:18,25;185:5,10,11;

 188:20;209:9;210:5;

 211:3,9,16;215:6

pull (1)

 65:18

pulled (2)

 64:10;92:19

punitive (1)

 150:11

purpose (3)

 194:13;195:22;

 219:25

purposes (8)

 12:3;17:22;38:14;

 40:22;168:17;182:12;

 192:12;195:21

pursuant (4)

 22:15;142:19;

 202:14,15

pursue (3)

 123:9;197:24;200:8

pursuing (3)

 70:5;114:4;212:8

purview (1)

 192:4

push (3)

 85:21;110:12;228:10

pushed (2)

 34:18;82:10

put (41)

 37:22;38:4;48:25;

 49:3;68:9;69:7;72:20;

 73:5;74:21,22;80:12;

 81:5,14;82:20;100:23;

 105:20;106:10;109:17;

 114:20;116:15;120:10,

 21;124:7;135:6,15;

 140:25;150:17;160:11;

 162:20;164:1;170:24;

 175:15;187:6;190:15;

 191:9;202:4,5;206:20;

 207:18;211:3;221:22

puts (2)

 60:15;219:25

putting (4)

 53:20;66:23;67:5;

 113:12

Q

qualified (1)

 21:20

qualifying (1)

 90:14

quantification (1)

 75:4

quasi (1)

 226:6

queue (1)

 51:14

quick (4)

 86:20,20,20;131:8

quickly (5)

 36:18;87:15;102:21;

 184:16;228:22

quirk (1)

 17:2

quite (7)

 11:23;21:15;30:4;

 71:24;93:24;150:7;

 171:8

quota (1)

 52:6

quote (4)

 201:19,21;203:22;

 225:22

QURESHI (14)

 225:7,9,11,13,14,14;

 226:1,5,9,13,19,21;

 227:8;228:2

R

race (1)

 146:14

raise (6)

 66:13;103:6;141:15;

 153:5;175:9;223:4

raised (15)

 32:11;56:1;92:13;

 133:2;142:19,20;

 147:14;159:11;171:14;

 172:3,11;201:1,3;

 224:7;228:8

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(21) presenting - raised Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 252

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

raises (2)

 23:10;68:2

raising (1)

 214:14

range (1)

 149:8

ranges (1)

 150:9

rate (15)

 41:4,5;95:17;96:12,

 12,13,16;97:15,16,17,

 19,24,25;100:10,17

rates (3)

 82:4;134:25;135:12

rather (12)

 22:9;31:8;65:19;

 79:23;84:7;94:7;110:3;

 118:10;129:16;131:2;

 186:21;224:24

rationale (1)

 208:7

reach (2)

 184:6;185:25

reached (2)

 137:7;184:9

reaching (1)

 222:5

reacting (1)

 164:22

reaction (1)

 228:11

read (17)

 22:21;24:15;27:16;

 47:10;58:3,5;75:25;

 87:25;93:1;94:25;

 146:13;170:15;183:24;

 204:17;212:5;222:10;

 229:10

reader (2)

 45:1;118:13

reading (7)

 47:18,19;124:19;

 204:12,16;208:19;

 215:23

reads (1)

 10:10

ready (10)

 6:12;78:23,23;98:17,

 17;125:9;135:4;

 140:11;163:14;219:7

real (9)

 69:17;111:3;139:12,

 12;143:4,16;155:10;

 184:16;202:20

realistic (1)

 138:19

realistically (1)

 108:9

reality (1)

 161:20

realize (6)

 13:9;47:10;56:13;

 87:24;94:13;172:13

realized (3)

 88:1;143:6;204:17

really (28)

 49:21;60:13;61:21;

 64:21;117:4;121:11;

 126:23;129:7;141:1;

 144:16,22;153:10;

 157:23;163:20;166:11;

 170:12;173:13;176:2,

 5,8,19;196:18,19;

 203:13;204:8;218:12,

 12;224:4

reason (21)

 6:25;15:20;17:17;

 29:6;34:5;37:11,12;

 42:13;101:8;117:7;

 121:19;125:15,20;

 130:12;146:21;150:13;

 153:12;154:12;199:19;

 211:4,10

reasonable (12)

 12:15;36:14;37:9;

 59:24;77:25;107:18;

 110:21;162:23;168:21;

 207:23,25;211:5

reasons (8)

 21:4;142:18;149:3;

 154:17;193:15;201:9;

 208:17;225:4

Rebecca (2)

 48:12;190:1

recall (5)

 23:24;57:14;59:1;

 99:8;129:25

receipt (1)

 220:24

receive (2)

 10:2;159:23

received (1)

 190:14

recent (1)

 65:2

Recess (1)

 118:3

recite (2)

 51:16;187:23

recognize (1)

 99:4

recognized (4)

 8:8;126:7;133:5;

 211:18

recommendation (2)

 150:15;169:3

record (11)

 18:5;54:7;55:23;

 80:12;111:14;147:19;

 166:16;215:17;227:16;

 228:19;229:11

recover (1)

 198:22

recovers (2)

 9:22,23

recovery (7)

 21:8;193:11,22;

 194:25;196:17,22;

 198:16

redemption (7)

 57:11;85:14;91:2;

 108:19;109:21;110:9,

 12

refer (1)

 66:9

reference (6)

 126:15;128:10,13,

 13;168:23,24

references (1)

 6:22

referred (1)

 137:7

referring (2)

 218:3;225:20

refinance (2)

 109:19,20

refinanced (1)

 57:16

refinancing (1)

 40:17

refine (1)

 72:11

reflect (3)

 22:8;26:7;193:4

reflected (2)

 134:12;174:14

reflects (2)

 132:5;175:6

regard (1)

 144:25

regarding (3)

 56:15;105:20;163:5

regardless (3)

 63:4;64:11;185:25

reimbursed (1)

 198:13

reimbursement (3)

 190:13;198:15,23

reinstate (1)

 109:19

reinstatement (2)

 135:12;142:4

reinstating (3)

 57:14;142:11,14

reinvent (3)

 52:22;54:6;120:6

rejected (1)

 14:17

relate (2)

 207:12,15

related (3)

 6:18;85:19;191:25

relates (5)

 56:2;58:2;65:20;

 162:17;167:21

relation (2)

 161:1;173:8

relationship (4)

 96:15;160:25;

 161:11;200:13

relative (1)

 147:15

release (40)

 182:6;183:19,20;

 184:7,8;185:5,11,13,

 18;186:2,23;188:18;

 190:5,7,7,11,12,21;

 192:6;193:2,5;195:2,4,

 6,7,8,9;199:16,23,24;

 200:12,20;201:1,6,18;

 202:12,12,13,15;

 203:19

release/exculpation (1)

 192:25

releases (9)

 175:19,20,22;

 192:21;194:2;199:1;

 201:8;203:17;208:14

releasing (1)

 196:9

relevance (1)

 16:2

relevant (6)

 6:23;9:12;10:12;

 46:4;121:6;180:22

reliance (1)

 211:23

relief (3)

 8:6,23;20:24

relies (2)

 67:6;68:19

reluctant (2)

 38:22;39:10

rely (1)

 67:8

relying (3)

 61:4;116:18;152:10

remedies (1)

 200:1

remember (10)

 24:22;94:16;140:21;

 169:4;178:12;197:5;

 202:16;203:6;206:14;

 208:17

remind (1)

 140:20

render (2)

 79:12;151:22

repeat (2)

 8:20;53:12

repeated (2)

 55:3,5

repeating (2)

 13:18;91:19

repetitive (1)

 92:20

rephrase (1)

 97:5

replies (2)

 24:6;43:10

reply (24)

 24:8;27:22,23;28:13,

 16;30:17;42:10;46:20;

 54:1;55:1,6;107:12;

 112:10;114:17;116:10;

 117:19;119:4,6,11,15,

 18;129:21;172:11;

 183:24

reply-brief (1)

 87:8

report (2)

 39:6;228:23

represent (7)

 14:15,18;95:6,10;

 122:7;149:2;181:2

representation (3)

 19:19;189:9,15

representations (1)

 171:6

representative (1)

 215:19

representatives (1)

 181:21

represented (1)

 29:19

representing (6)

 21:16;83:8;102:13;

 104:25;122:11;189:12

represents (2)

 166:23,23

request (10)

 16:15;17:1,23;31:14;

 36:16;113:22;117:10;

 125:21;126:3;130:14

requested (4)

 32:12;42:1;229:17,

 22

require (6)

 76:10;135:12;138:8;

 160:22;193:8;202:5

required (7)

 65:24;93:1;126:5;

 129:23;130:3;143:18;

 145:21

requirement (4)

 133:23;186:13;

 188:24;189:10

requirements (3)

 80:22;133:19;136:3

requires (9)

 114:2;159:23;162:6,

 16;178:4;186:5;

 188:18,18;190:18

requiring (1)

 113:12

reread (1)

 222:1

Research (2)

 104:10;158:21

reservation (1)

 16:8

reservations (1)

 229:10

reserve (10)

 7:10,13;15:12,16;

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(22) raises - reserve Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 253

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 21:25;78:14;99:20;

 114:12;221:7;225:8

reserved (2)

 42:25;43:2

reserving (1)

 15:16

resolution (4)

 67:12;201:17;

 202:13,21

resolve (3)

 60:7;65:19;166:22

resolved (13)

 9:3;125:11;165:14;

 171:6,13,18,19;172:7;

 181:20;182:7,8,9;

 216:8

resolves (2)

 201:12;229:4

resolving (1)

 229:23

respect (46)

 8:16;22:16;26:21;

 32:19;36:20;44:21;

 56:1,3,14;57:13,18;

 74:7,9,11;82:4;99:10,

 12,17;100:3,12;

 105:22;107:2;108:17;

 110:9;115:2,3,18;

 116:24;118:23;131:1;

 137:9;148:23;160:1;

 161:11;164:5;168:8;

 171:9,14,22;172:12;

 190:5;202:9,10;

 206:21;207:14;226:22

Respectfully (1)

 101:19

respond (7)

 15:7;49:20;54:1;

 91:4;145:20,21;215:8

responding (3)

 9:23;136:15;147:3

responds (1)

 127:25

response (5)

 54:25;90:16;99:9;

 121:7;161:16

responsible (1)

 139:14

responsive (1)

 171:12

rest (3)

 15:8;21:24,24

restate (4)

 170:7;173:5,6,6

restated (8)

 129:4;170:19;

 173:17;174:5;182:20;

 195:2;216:21;223:23

restatement (2)

 143:9;173:8

restating (1)

 183:1

restructuring (2)

 183:9;225:24

result (5)

 8:11;14:5,6;142:4;

 217:13

resulted (1)

 137:4

results (2)

 47:21;137:25

retention (2)

 13:1;95:13

reverse (1)

 218:11

review (3)

 23:20;181:10;229:9

revise (1)

 134:7

revised (6)

 174:15,17;201:8;

 221:21;222:9;229:4

revision (1)

 182:5

revolver (1)

 99:2

revolving (1)

 113:21

reworded (1)

 182:10

Richard (1)

 215:19

rid (2)

 164:16;200:17

ridiculous (1)

 86:8

right (215)

 7:9;8:13;9:2,5,10;

 10:6,24;15:3;17:24;

 19:15,25;20:14;21:22;

 24:2,24;25:24;26:2,5,

 15;27:7,17;28:11;

 33:19;36:10,13,13;

 39:21;40:6,8;41:7,15;

 42:24;43:1;44:4;45:2,

 6;46:11;47:5;49:6;

 50:1,6;51:6,7,12;

 54:14;58:23;59:5,17,

 18,19;60:8,8,9;61:19,

 23;63:12,24;66:10;

 67:9;68:8,10,13;70:7,8,

 18,21;71:8;72:16;

 73:10;74:3,25;75:2,7,8,

 9;79:7;80:19;83:2,14,

 16,17,18;89:6,11,13;

 91:19;93:13,25;94:24;

 97:9,13,21;98:5,8;

 99:15,18,21;100:2;

 103:5;104:4;106:21;

 107:16;109:4,23;

 112:17,19;113:6,14;

 114:12,19;115:8,9;

 116:1;117:19,23;

 119:21;125:13;126:10,

 11;127:7;128:17;

 129:14;138:21;140:12,

 17;141:23;142:2;

 145:7;146:8;148:2;

 149:25;151:9,13,16,17;

 152:6,16,19,21,23;

 159:3;161:3,4,8;

 162:15;164:16;165:9,

 11;167:19,19;169:13;

 171:18;172:5,8,24;

 173:19;174:12;175:1,

 12,14;176:6;177:23;

 178:21;179:6,8;180:1;

 181:9;182:22;183:2,

 17;184:22;185:20;

 187:16,24;189:25;

 190:3;191:19,20;

 193:3;194:23;196:2,

 13;198:13,18,22;

 200:15,22;206:10,13,

 22;208:23;209:3;

 210:3,10,20,24;214:8;

 217:3;218:7,16,22;

 219:10,11,13,15,20,21;

 220:5,19;224:15;

 225:8,9;226:1;227:7;

 228:25

rights (24)

 15:16,17,25;16:8,12,

 13;17:3,20;112:25;

 113:1;122:21;123:9;

 134:1;149:13;156:6;

 186:11;201:21;203:17,

 22;204:6;208:16;

 211:7,14;213:15

ripe (2)

 26:20;107:3

rise (9)

 6:5;55:25,25;56:1;

 105:19;118:2,4;

 147:23;230:9

risk (12)

 29:14;71:14;80:21;

 102:7;103:12;120:9;

 179:22,24;206:13,17;

 208:18;214:25

risky (1)

 153:13

road (2)

 37:22;170:15

Robins (1)

 203:7

robust (1)

 48:5

rocket (1)

 173:1

role (6)

 10:11;13:14;14:25;

 17:11;19:7;21:11

roll (3)

 82:14;84:11;148:2

room (4)

 59:12;158:5;160:13;

 222:9

Rose (1)

 48:13

Roth (2)

 104:8;158:19

rough (1)

 137:24

round (2)

 6:19;170:22

RSA (40)

 31:24;147:24;170:7,

 9;171:9;172:20;

 173:17,19;174:5,24;

 175:3,25;177:4,5,25;

 178:4,9;180:14,24;

 181:11;182:13,15,20;

 186:19;187:12;188:8;

 192:22;195:2,4;197:9;

 198:21;200:7;213:17;

 216:21,23;217:10;

 218:11;222:9;223:6;

 225:18

RSA's (1)

 184:3

rub (1)

 67:24

rule (15)

 33:14;59:23,25;73:8;

 75:1,6;79:21;126:8;

 127:18;171:4;207:22;

 211:18;212:18;213:4;

 221:22

rules (2)

 170:24;201:11

ruling (10)

 22:10;23:12;80:1;

 110:6;132:4;135:19;

 157:3,19;177:19;

 209:14

run (2)

 118:14;214:25

running (2)

 144:14;185:13

runs (1)

 185:11

rush (1)

 139:20

rushed (1)

 215:1

S

safety (3)

 102:23;103:4,21

same (51)

 11:1,15,15,16,16;

 12:20;13:4,5;16:12,18;

 17:1,19;19:12;21:16;

 30:10,12;32:15;41:8;

 44:14,22;48:21;65:12;

 93:1;102:22;109:6;

 111:20;128:7;135:2;

 141:19;143:19,25;

 146:18;153:11;159:23;

 162:11;167:14;168:12;

 179:13;190:4;199:19;

 202:12;204:16;205:2,

 8;206:5;208:14;

 210:20;217:19;226:23;

 227:2,19

SAN (1)

 6:1

sat (1)

 208:10

satisfaction (1)

 58:9

satisfied (1)

 189:4

satisfies (2)

 74:18;127:18

satisfy (4)

 62:10;72:6;73:8;

 80:22

satisfying (1)

 76:16

save (1)

 135:7

saw (2)

 64:4;226:25

saying (45)

 16:16;32:3;35:5;

 45:20;52:20;57:1;67:6;

 70:5;80:5;81:12;86:20;

 87:19;91:15,22;

 103:11;110:12;117:14;

 122:10;125:1;126:16;

 127:25;145:13;154:11,

 23;155:16;156:14;

 163:23;164:5,16;

 165:18;168:5;169:7;

 170:17;172:16;187:7;

 188:5;199:8;203:14;

 204:2;205:21;209:12,

 20;215:1;220:13;

 223:13

scenario (2)

 152:17;220:2

schedule (93)

 22:16;23:5;28:3,18;

 33:23,25;34:7,19;

 35:15,17;36:15,20;

 37:9;38:23;39:1,4,9,11,

 12;40:21;41:17;44:14,

 15,22;45:3,8,9;46:2;

 48:2,14;50:12;52:8;

 55:2;56:16;60:12;64:8,

 12,14;69:18;70:11;

 71:11,13,15,17;72:3,

 12,20;73:12,21;77:8;

 78:24;81:11,16;82:9;

 84:11;86:18;87:20;

 88:10;90:24;93:18;

 98:15,17;101:19,24;

 102:1,2,5;103:9,20;

 105:22;106:7,13,14;

 107:7,19;111:17;

 112:3;113:16;115:19;

 116:8;120:13;131:21;

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(23) reserved - schedule Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 254

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 132:5;135:20,24;

 136:11;137:3;144:20,

 21;148:15;154:19;

 161:13;166:4

scheduled (1)

 88:23

schedules (9)

 27:22;28:4;31:4;

 45:10;70:23;104:4;

 106:2,10;115:2

schedule's (1)

 46:15

scheduling (12)

 23:5;53:8;107:2;

 116:23;126:3;132:23;

 135:14;147:9;153:21,

 22;156:19;157:19

Schiff (1)

 140:24

Schulte (2)

 104:8;158:19

science (1)

 173:1

scope (2)

 12:8;19:18

scramble (3)

 70:7,9,10

screwed (1)

 164:11

se (1)

 108:6

second (10)

 14:15;28:17;100:15;

 121:5;161:14,15,20;

 193:5;195:2;203:15

secondly (1)

 194:6

seconds (2)

 147:13,16

Section (9)

 122:20;123:10;

 159:22;181:6;204:6,

 18;207:4;218:4,5

secure (1)

 142:11

secured (3)

 142:6,14;160:8

security (1)

 152:9

seeing (1)

 93:16

seek (1)

 198:22

seeking (2)

 19:17,18

seem (5)

 10:12;12:14;33:10;

 47:22;63:22

Seemed (1)

 159:3

seems (10)

 7:18;27:12;65:10;

 138:15;161:5;170:6,

 23;171:5;189:17;

 215:23

segment (2)

 30:6;174:9

segue (1)

 166:15

self- (1)

 163:17

self-correct (1)

 163:8

semantics (1)

 128:4

send (2)

 12:13;142:7

senior (11)

 42:7;100:1,21,24;

 106:19;108:20,23;

 113:5,5;219:9;229:17

sense (11)

 27:13,18;45:5;65:10;

 108:18;127:7;175:24;

 176:8;184:20;218:3;

 226:6

sent (2)

 22:20;99:8

sentence (4)

 7:18;212:4;215:13,

 14

sentences (1)

 58:19

separate (22)

 50:21;52:8,15,19;

 82:11,20;83:19;85:10;

 89:1,3;92:25;93:4,9;

 99:21;100:9;101:2;

 107:22;112:17;169:23;

 170:7;173:18;209:8

separately (6)

 25:6;53:3;61:22;

 101:10;115:7;142:7

September (4)

 32:10;59:2;76:2;

 122:11

sequence (2)

 81:12;118:9

sequentially (1)

 145:3

series (1)

 109:14

serious (4)

 21:2;105:20;130:17,

 18

seriously (2)

 185:23;186:11

serve (1)

 27:2

services (1)

 95:12

session (2)

 6:5;118:4

set (10)

 38:24;43:25;48:2;

 106:10;138:15;144:9,

 20;172:10;193:1;

 201:10

sets (1)

 174:5

setting (3)

 65:22;66:16;107:19

settle (14)

 63:4;188:21;190:8;

 192:4;193:8,11;

 197:23;198:9;199:22;

 200:9;208:1;212:4,16,

 17

settled (5)

 124:15;176:17;

 210:5;215:3;217:7

settlement (61)

 59:24;60:11;62:7;

 63:3;77:9,25;123:5;

 137:4,6,14;147:25,25;

 168:4,20;171:10;

 172:20;177:21;178:8;

 179:17;180:3,5;182:6,

 14;184:5,5;185:24;

 186:3,6,12,14;187:13;

 193:9;194:14;196:15,

 16;197:23;198:20;

 199:18;201:11,16;

 204:4;208:8;209:5;

 210:11,13,23;211:6,11;

 216:4,5;217:4,14,16,

 25;218:8,16;220:6;

 221:12;225:24;227:19,

 23

settlements (1)

 201:11

settling (4)

 150:4;168:7;176:20;

 219:19

seven (1)

 134:6

seventeen-and-a-half (1)

 106:23

seventeen-month (1)

 151:24

seventy (2)

 30:17;215:3

several (5)

 25:15;89:19;95:10;

 133:6;158:24

share (3)

 189:19;209:9;215:6

shareholder (1)

 41:9

shareholders (1)

 30:2

shareholder's (1)

 114:25

sheet (9)

 169:23;170:8;

 172:20;174:25;175:6;

 202:13,13;207:8;214:2

sheets (1)

 175:4

Sherry (1)

 115:14

short (4)

 29:21;101:5;166:11;

 223:19

shorthand (1)

 67:18

shortly (1)

 36:2

shot (3)

 76:15;202:14;203:11

show (7)

 35:10;42:9;69:19;

 78:7;141:3;164:14;

 221:21

showing (1)

 46:24

shows (2)

 7:17;39:19

showstopper (1)

 184:12

shriek (1)

 152:14

shut (1)

 198:5

sic (12)

 53:23;54:23;76:22,

 24;88:1;103:13;107:1;

 176:24;186:9,21;

 187:11,22

sic-up (1)

 75:21

side (40)

 9:8,9;12:7;30:10,13;

 31:14;39:13;40:20;

 41:2,8;42:6;43:14,16;

 48:22,23;49:13;50:13;

 59:12;69:22;73:5;80:6;

 81:24;87:23;100:1;

 107:14;108:2,2,2;

 113:7;114:4,17,25;

 115:23;140:13,14;

 151:9,20;162:13;

 179:19,19

side-by-side (2)

 64:9;70:11

sides (2)

 29:7;67:2

side's (1)

 156:9

sign (6)

 9:21;29:5;101:4;

 183:11;188:15;216:23

signatory (1)

 108:23

signed (3)

 154:13;180:24,25

significant (7)

 82:6;91:2,8,9;

 111:19;162:19;219:25

significantly (2)

 57:12;62:19

signup (1)

 180:18

SILFEN (27)

 106:17,18,22;107:6,

 17,25;108:12,14,16;

 109:2,4,10;110:20;

 111:3,7,9,16,22;112:1,

 4,10,18,21,24;113:11,

 14;116:7

Silver (2)

 104:10;158:20

similar (4)

 17:24;114:4;128:9;

 159:24

similarly (3)

 98:1;99:22;120:4

simple (7)

 144:16;176:15,15,

 16,17,21;202:2

simplify (1)

 29:25

simply (5)

 81:14;114:1;162:9;

 164:21;214:1

simultaneous (10)

 41:14,23;42:9,10;

 43:9,10;83:1;107:11,

 12;117:17

single (4)

 143:16;150:19;

 202:9;207:18

sit (4)

 20:8;28:20;166:24;

 184:4

sits (3)

 122:5;196:6;197:7

sitting (1)

 169:6

situated (3)

 98:1;99:22;120:4

situation (1)

 21:1

six (10)

 70:11,13,15;71:22;

 82:7;110:19;112:8;

 116:9;155:23;191:18

sixty (2)

 150:18;172:14

size (2)

 142:1,9

sized (1)

 142:9

skip (1)

 28:16

sky (1)

 219:16

slack (2)

 82:9;87:18

SLF (1)

 215:19

slide (1)

 184:7

slightly (5)

 132:12;144:2;

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(24) scheduled - slightly Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 255

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 174:21;180:22;181:2

slow (2)

 84:23;86:21

small (2)

 60:25;144:24

smaller (1)

 57:19

so-called (2)

 137:4,4

sole (4)

 140:23;160:6;

 193:10;217:4

solely (2)

 123:1;227:23

soliciting (2)

 181:5,7

solution (1)

 81:7

solve (2)

 190:23;199:15

solvency (4)

 138:3;149:14,16;

 150:1

solvent (7)

 193:20,23,24;194:3;

 195:14;196:21;197:2

somebody (11)

 69:23,25;84:22;

 86:11;88:25;162:9;

 173:2,14;178:20;

 184:2;186:2

somebody's (1)

 162:22

someday (2)

 202:5;208:12

somehow (4)

 126:5;130:3;137:22;

 139:4

someone (7)

 24:22;53:7;88:9;

 103:3;114:24;173:16;

 225:5

sometime (1)

 111:1

sometimes (2)

 137:6,24

somewhat (2)

 27:4;228:22

somewhere (4)

 70:6;71:25;109:11;

 183:25

soon (2)

 39:13;138:25

sooner (2)

 94:7;224:24

sorry (21)

 31:8;43:23;53:17,19;

 71:5;79:1;84:24;85:10;

 87:5;102:2;105:11;

 107:23;119:13,19;

 120:16;129:12;147:25;

 167:17;210:22;216:6,

 11

sort (6)

 31:11;92:18;145:10;

 170:14;192:24;223:20

sorted (1)

 124:21

sought (1)

 14:13

sound (1)

 154:2

sounding (1)

 67:10

sounds (7)

 54:3;100:20;152:25;

 154:2;161:6;199:11,16

source (5)

 161:24;193:10,22;

 196:17,21

sources (1)

 161:18

speak (16)

 28:5;30:23;53:15;

 82:3;88:22;92:13;

 93:15;101:1;105:7;

 111:15;132:17,21;

 160:23;181:22;201:4;

 221:20

SPEAKER (10)

 53:15;88:15,18;

 111:5;112:12,13;

 119:13,17,20;158:16

speaking (5)

 85:17;115:15;

 151:15;200:25;201:2

speaks (1)

 221:20

special (2)

 9:23;173:15

specific (10)

 7:2;9:12;15:6;35:8;

 56:1;106:8;139:22,23;

 170:5;225:20

specifically (7)

 45:22;63:6;67:4;

 74:20;93:16,25;94:3

specifics (3)

 85:24;106:5;189:6

specified (1)

 124:13

specify (1)

 96:16

specious (1)

 224:7

speed (1)

 65:20

spell (1)

 99:3

spirit (2)

 147:6;190:22

splinter (1)

 167:1

split (1)

 36:15

spoken (1)

 80:6

sponsored (1)

 78:3

spot (1)

 217:12

spring (1)

 156:16

squarely (5)

 91:3,5;92:5;97:22;

 212:6

squishing (3)

 67:8,11,15

stake (1)

 214:25

stakeholders (1)

 131:15

STAMER (219)

 45:12,14;50:2;54:18;

 55:21,22,23;56:20,22,

 25;57:3,5,7,22,24;58:2,

 4,6,11,13,15,21,24;

 59:6,10,14,16,18,20;

 60:2,4,6,17,19,21,23;

 61:2,4,11,12,13,16,18,

 24;62:15,17,21;63:8,

 10,12,15,18,25;64:2,5,

 7,20,23;65:1,5,8,14,17;

 66:6,9,19,21,23;67:1,4,

 16,18,21,23,25;68:5,7,

 9,13,16,24;69:1,12;

 70:2,4,9,16,19,22;71:2,

 7,9,12;72:6,8,10,15,23,

 24;73:11,15,24;74:2,5,

 7,9,15,17,22;75:1,3,8,

 11,15,18,24;76:2,13,

 19;77:7,13,15,17,20,

 24;78:5,9,12,17,20;

 79:3,7,10,16,18;80:17,

 20,24;81:1,10,13,17,

 19,21,23;82:16,25;

 83:3,5,7,10,15,17,22,

 25;84:3,10,15,18,20,

 24;85:5,7,10,12,14,16,

 20;86:3,9,12,17,23,24;

 87:10,14,20,22;88:4,6,

 11,14,17,20;89:5;90:6;

 121:1;126:2;129:4;

 133:2;134:5;136:17;

 137:3,18;141:25;

 142:8;144:3,5;145:8;

 148:16;159:16;160:17;

 161:12;166:10,11,14,

 16,18;167:1,17,19,21;

 168:13,15,19;169:2,5,

 11,12

Stamer's (9)

 106:25;115:4;

 116:22;117:2;121:10,

 17;139:18;141:14;

 156:13

stand (13)

 24:7;55:25,25;94:4;

 110:22,23;124:5;

 150:14;155:12;164:2;

 180:21;189:9;221:3

stand-alone (1)

 176:11

standing (4)

 70:1;94:24;225:5;

 228:14

stands (1)

 78:21

start (17)

 23:8;33:15;45:20;

 61:19;73:17,18,21;

 74:17;82:22;85:1;

 87:24;125:15;137:17;

 139:3;166:20;185:24;

 186:14

started (4)

 55:4;174:9;182:23;

 202:1

starting (3)

 27:21;61:15;222:16

starts (2)

 71:17;174:17

state (34)

 7:19;8:7;10:25;

 11:22,23;12:24;15:14,

 24;16:9,16;18:12;19:4,

 16;21:21;29:3;46:1,12;

 51:4;52:18;96:17;

 97:16;109:16;135:7;

 150:4,6;181:19;

 195:18;207:4;208:16;

 209:10,11;210:5;

 211:2;215:17

state-agency (2)

 49:11;50:19

stated (6)

 19:13;43:13;64:25;

 144:8;146:18;157:23

statement (19)

 30:5;63:25;64:2;

 73:12;74:10;104:15;

 131:2,2;132:6;167:22;

 181:21,23;182:2;

 198:17;200:7;203:21;

 213:4;229:17,23

statements (2)

 18:10;71:23

States (3)

 150:6;181:19;182:1

stating (1)

 69:10

status (3)

 59:3;145:18;160:13

statute (9)

 96:17;123:21;

 145:23;146:11;204:13,

 17;205:13;209:16;

 219:8

statutorily (1)

 17:2

statutory (4)

 82:2,2;97:16;122:21

stay (5)

 8:6,23;189:5,22,23

SteelMill (1)

 104:10

Steven (3)

 6:13;22:13;121:14

stick (14)

 6:24;28:8;29:15;

 39:15;43:8;45:21;50:4,

 4;62:7;82:15;86:25;

 156:24;197:4;214:20

sticking (1)

 45:8

sticks (1)

 62:7

still (39)

 24:16;27:4,9;28:18;

 35:12;46:24;47:1;

 57:20,20,21;59:13;

 60:8;70:1;72:13;78:24;

 86:1;94:8;97:21;

 101:17;126:10;144:14;

 147:2;156:16;157:11;

 169:20;171:4;177:7;

 178:12;179:2;180:10,

 18,18;182:25;189:6;

 191:5;200:23;211:23;

 212:25;229:8

stipulated (1)

 53:12

stipulation (2)

 55:16;161:6

stock (3)

 124:12;211:13;

 213:12

stomach (1)

 228:20

stomach's (1)

 228:21

stood (1)

 144:16

stop (7)

 6:21;70:5;111:13;

 145:13;184:19;201:21;

 209:22

story (1)

 212:1

straight (1)

 87:4

streamline (1)

 65:18

street (3)

 10:20;12:11;214:25

stretch (1)

 82:22

stretching (1)

 165:20

strike (1)

 112:15

strikes (1)

 32:24

strip (1)

 123:9

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(25) slow - strip Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 256

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

Stroke (8)

 66:10,12;68:24;69:5,

 16;72:1;213:18;214:1

stroke- (1)

 66:9

stroke-of-the-pen (2)

 69:2;71:16

strong (4)

 79:25;144:8;146:17;

 167:22

strongest (1)

 203:12

strongly (2)

 20:22;155:22

Stroock (2)

 115:15,15

struck (1)

 139:1

structure (2)

 217:23;221:2

struggling (1)

 170:2

stuck (1)

 195:23

studied (1)

 47:6

study (1)

 221:24

stuff (10)

 13:18;22:21,24;28:3;

 57:15;63:15;65:23;

 124:19;172:24;213:21

subject (13)

 20:7;23:1;24:4;

 46:14,15,18;50:14;

 75:10;109:23;119:9;

 177:19;207:3,17

subjected (1)

 207:18

submission (4)

 30:4;174:8;229:2,6

submissions (1)

 115:19

submit (12)

 22:1,3;29:21;50:20;

 54:5;92:3;93:11;

 118:17;123:11;174:5;

 188:7;211:4

submitted (3)

 22:10;28:14;229:25

submitting (1)

 28:6

subordinate (3)

 206:3,4,5

subordinated (1)

 206:23

subordination (10)

 170:4;200:23;204:2,

 6;207:13,17,19,24;

 208:3,15

subro (6)

 29:11;129:5,5;150:3;

 212:3;213:17

subrogated (1)

 201:25

subrogation (42)

 22:24;31:25;32:20;

 36:21;38:17;40:1;

 44:21;63:15;123:5;

 124:8,14;147:20;

 168:7;170:20;171:16;

 177:3;180:23;181:3;

 182:7;183:10,15;

 185:13;206:22,23;

 207:11,14,16;210:2;

 212:8;217:3,5,17;

 218:23;219:19;220:5;

 225:21;226:1,9,16,22;

 227:3,18

subros (1)

 62:12

subset (1)

 26:21

substance (1)

 229:12

substantial (3)

 76:21;123:4;197:6

substantially (1)

 135:10

substantive (2)

 188:23;229:12

substantively (1)

 227:14

subtle (2)

 188:5,6

succeed (1)

 76:19

success (1)

 87:10

successful (3)

 56:10,24;228:24

successfully (1)

 121:24

successor (3)

 108:22;113:20,23

successor's (1)

 108:22

sudden (3)

 34:3;130:1,2

sue (3)

 190:13;193:12;

 198:15

sued (4)

 211:20;212:9,13,14

suffered (2)

 139:6,7

sufficient (3)

 118:8;134:13;194:11

suggest (3)

 110:18;159:10;

 160:20

suggested (8)

 42:21;87:1;111:10;

 116:9;121:6;128:13;

 143:1;179:23

suggesting (6)

 28:6;36:6;110:11,25;

 112:10;173:4

suggestion (4)

 38:10;94:20;97:7;

 110:14

sui (1)

 154:12

sum (1)

 49:18

summarize (1)

 121:16

summary (4)

 24:25;130:15;

 137:12;156:13

Superior (9)

 8:24;9:21;10:11,17;

 12:11;13:15;15:4;

 16:23;18:22

supersedes (1)

 175:6

supplement (2)

 108:4;148:9

supplemental (1)

 95:9

support (5)

 155:19;163:25;

 183:9;184:14;215:21

supported (1)

 137:15

suppose (2)

 49:17;76:25

supposed (13)

 73:18;139:24;

 145:24;146:4;164:17;

 170:8;191:8;192:5;

 199:10,11;206:3;

 207:2;218:2

Supreme (1)

 26:7

Sure (64)

 8:5;14:9;17:13;

 24:18,19,20;25:14;

 27:10;33:3;37:22;

 39:17;40:20;45:12,12,

 12;48:2;55:2;58:18;

 61:13;63:18;68:23;

 69:1,12;71:4;72:10,17,

 24;73:3;80:3,7;82:16;

 86:13,23;94:11;99:5;

 101:22;103:5,12;

 105:8;107:17;110:9;

 113:9;117:6;118:15;

 119:2;120:20;121:22,

 22;123:24;129:19;

 132:2;135:23;138:12;

 139:18;151:1;157:9;

 160:16;173:3;178:11;

 189:20;194:22;198:8;

 221:15,18

sureties (1)

 205:14

surety (3)

 205:8,9,10

surfaced (1)

 84:4

surgically (1)

 57:12

surprised (2)

 223:18;228:23

survivor (1)

 101:23

suspect (3)

 93:3;109:17;181:15

suspend (1)

 161:20

Swaine (2)

 23:19;45:18

swing (1)

 152:10

Sylmar (1)

 97:12

sympathetic (1)

 15:21

syndicate (2)

 113:21,24

system (1)

 199:1

T

table (5)

 24:18;26:17;127:5;

 184:7;193:25

talk (19)

 28:4;44:18;58:25;

 61:22;62:22;77:15;

 81:9;84:6;116:19;

 117:24;144:22;145:11;

 151:18;152:8;158:16;

 166:21;168:22;218:9;

 226:17

talked (12)

 12:22;23:9;41:14;

 43:6;60:23;65:13;

 111:10;118:9;120:16;

 195:6;224:1,2

talking (37)

 12:19;17:16;23:5;

 39:20;40:23;41:21;

 53:6;55:2;56:13;72:19;

 81:1;84:25;99:12,13;

 102:10;103:10;109:3,

 8;111:13;113:7;

 117:16;118:13;139:10;

 146:6;151:19;152:5,7;

 153:20,22;156:19;

 165:9;192:19;202:2;

 214:10,13;218:10,19

talks (2)

 144:4;167:1

targeting (1)

 87:17

TC (1)

 19:7

TCC (57)

 7:4;11:20;15:23;

 16:9,21,23;17:11;19:5,

 9;20:17,25;21:3;29:1;

 30:13;39:3;42:6;46:2;

 47:20;57:9;59:22;61:5,

 5,7;62:9,22,25;63:6,8;

 74:24;76:24;90:6;

 93:19;95:16;122:25;

 123:12,18;126:3;

 127:5;131:2;149:11;

 150:8;157:24;158:1,9;

 159:21;160:2;164:3;

 165:3;170:4;172:11;

 181:1;200:5;206:9,14,

 18;217:2;229:3

TCCs (2)

 60:4,5

TCC's (4)

 79:24;126:4;150:15;

 219:9

tea (1)

 215:23

tee (5)

 23:25;38:5;137:19;

 161:6;166:6

teed (1)

 11:5

telling (11)

 35:7;82:18;83:18;

 120:6;145:14;153:8;

 157:18;160:17;202:24;

 208:11;209:23

tells (1)

 146:11

ten (6)

 7:11;68:3;93:2;

 96:18;117:23;152:5

tenants (1)

 142:17

tends (1)

 67:24

ten-minute (1)

 117:24

ten-percent (1)

 97:16

tens (2)

 13:25;14:8

tent (2)

 68:2;214:9

tentative (1)

 209:14

tentatively (3)

 44:10;45:8;86:25

term (15)

 15:2;39:19;95:10;

 115:16;169:23;170:8;

 172:20;174:25;175:4,

 6;202:13;207:8;214:2,

 17;223:19

terminate (7)

 37:12;123:15;

 146:20;163:21;185:1;

 217:4;220:5

terminated (6)

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(26) Stroke - terminated Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 257

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 34:2;37:6;122:12,16;

 180:25;228:9

termination (4)

 122:24;184:24,25;

 217:11

terminology (2)

 118:13;126:9

terms (26)

 6:24;22:7;25:16;

 27:21;101:19;102:23;

 103:9,9;135:6,10,10;

 143:18;160:2,21,21;

 161:25;162:3,11;

 163:5;164:25;165:10;

 171:10;202:10,13;

 213:10,13

terrain (1)

 154:9

terribly (1)

 223:12

test (10)

 65:3;162:1,4;163:3;

 165:21;177:7,22;

 201:14,14,19

tested (1)

 79:1

testified (1)

 133:17

testimony (2)

 134:12;136:21

tests (1)

 65:3

Thanks (2)

 116:4;158:14

that'll (3)

 45:9;79:8;223:17

theirs (2)

 141:1;227:24

theory (9)

 149:22;151:12;

 178:14,16,17;185:21;

 205:3,7;208:6

there'd (2)

 29:6;75:3

therefore (6)

 57:15;68:23;78:7;

 155:19;164:17;195:18

there'll (1)

 70:7

there're (2)

 97:3;105:18

thinking (7)

 25:16;27:4;35:7;

 42:18;88:1;117:18;

 188:2

third (3)

 161:22;179:15;212:8

third- (5)

 160:18;161:23;

 185:4,10;186:22

third-party (6)

 161:18;182:6;184:8;

 190:5;212:10,13

thirteen (2)

 122:2;129:6

thirteen-and-a-half (1)

 62:2

thirty (2)

 147:13,16

thirty- (1)

 30:11

thirty-eight (1)

 57:24

thirty-five (9)

 30:12,14;43:15,17;

 45:20;109:11;117:10,

 14;148:10

thirty-nine (1)

 213:22

thirty-plus (1)

 66:17

thirty-six (1)

 22:22

thorough (2)

 137:24;223:22

thoroughly (1)

 118:12

though (10)

 10:10;17:7;49:5;

 93:25;112:16;126:9;

 151:14;183:21;196:19;

 197:18

thought (20)

 22:6;37:5;50:20;

 64:8,10;90:5;116:18;

 147:21;153:20;156:8;

 182:8,18;183:23;

 187:20;198:7;217:7;

 221:25;223:25;226:3,

 15

thousands (3)

 13:25;14:8;149:7

thread (2)

 71:25;187:3

three (19)

 12:1,9;22:9;37:25;

 38:15;39:9;49:19;

 53:25;71:19;73:5,18;

 85:22;109:14;113:8;

 118:9;134:8;138:25,

 25;169:22

three- (1)

 151:23

three-billion-dollar-utility (1)

 99:2

three-hour (2)

 138:24;139:1

threshold (4)

 25:20;27:21;58:25;

 94:6

throughout (2)

 48:9;51:15

throw (2)

 15:4;78:21

thus (1)

 198:15

thwarts (1)

 219:24

ticked (1)

 94:12

tie (1)

 106:24

tied (3)

 148:11;182:6;226:10

tight (1)

 28:18

till (1)

 50:2

time-consuming (1)

 75:24

timeline (1)

 32:23

timely (3)

 132:2,3;133:19

times (6)

 7:17;25:15;89:19;

 93:2;133:6;209:12

time's (1)

 144:10

timetable (4)

 84:9;132:3,20;

 159:17

timing (3)

 63:19;92:11;102:10

Timothy (1)

 98:25

tired (1)

 213:23

titles (1)

 118:12

today (50)

 10:10;13:12;19:17;

 22:9;31:23;38:14,23;

 39:5,10;41:13;42:20;

 83:20;94:15,22;96:25;

 107:18;114:1;121:3;

 125:10;135:19,20;

 136:11;145:2,15;

 147:7,23;153:11;

 155:20;157:19;164:8;

 174:4,23;176:3;178:6;

 180:21;182:13,16;

 191:18;192:19;195:10;

 196:15;202:1;204:3;

 214:1,10,12,14,20;

 218:20;224:13

today's (4)

 11:7;16:22;19:8;

 86:15

together (21)

 37:23;38:4,4;43:14,

 16;58:18;106:24;

 116:25;118:11;122:13;

 130:10;136:3;175:15;

 207:5,9,18;226:17,17,

 19,20;228:9

told (7)

 52:2;73:7;122:25;

 124:13;134:17;147:10;

 155:23

tomorrow (3)

 13:12;229:2,16

took (4)

 79:24;183:21,23;

 192:25

top (3)

 7:18;73:12;159:19

topic (1)

 31:17

topics (1)

 40:22

tort (30)

 7:8;56:10;61:8;

 62:10;66:1;67:8;74:11;

 78:1;93:21;121:23;

 122:2,5;124:11,17;

 126:24;131:13;133:9;

 149:10;150:3;152:12;

 153:10;154:13;158:8,

 9;168:5;204:19,20,24;

 205:5,7

tort-claimant (1)

 67:11

tortfeasor (8)

 204:20,22;211:21;

 212:9,10,13,13,24

torts (3)

 77:10;168:8,22

toss (1)

 27:14

total (1)

 181:3

totally (1)

 153:12

touched (1)

 224:2

touchstone (1)

 186:14

tout (1)

 227:22

towards (1)

 107:9

towel (1)

 78:22

track (20)

 87:16;89:2,16;95:1;

 106:1;117:12;119:23;

 120:12;121:4;130:2,

 14;135:15,16;146:18;

 156:7;157:14,15;

 178:11;221:16;222:7

tracking (2)

 120:23;155:8

trade (7)

 81:25;95:4,5,11;

 96:9,13;113:24

tradeoff (1)

 173:9

traditional (5)

 127:6;128:5;145:4;

 161:18;166:4

transcript (5)

 23:12;25:2;75:25;

 116:17,17

transcripts (1)

 24:15

transom (1)

 162:10

trash (1)

 156:23

travel (2)

 229:6,19

traveling (1)

 23:4

treat (2)

 22:10;92:1

treated (2)

 131:18;161:17

treatment (9)

 132:9,9;159:24;

 160:3,12;204:5;

 217:19;220:7;227:1

treats (1)

 220:10

tremendous (1)

 76:6

trial (31)

 9:3;10:21;11:11,11,

 18;13:23;14:22;18:16,

 18,19;21:9;25:23,25;

 26:3;64:16;70:13;

 71:18;73:20;75:9;76:9;

 85:25;129:2;137:25;

 138:12,17;152:11,11;

 157:3;158:2;187:20;

 224:20

tribunal (1)

 16:16

tribunals (1)

 12:1

tried (5)

 23:25;39:3;156:24;

 172:10;178:11

trigger (3)

 49:24;138:21;150:18

triggering (1)

 109:20

trouble (3)

 149:21;153:16;155:9

Troy (61)

 48:10;50:7,7,8,9,24;

 51:1,3,5,7,10,12,14,19,

 21;52:1,3,5,7,19,24;

 170:12;171:14;181:24,

 25,25;182:4,11,22;

 183:2,5,8,13,18,20,22;

 184:3,11,22,24;185:20,

 23;186:4,8,17,24;

 187:2,6,10,15,17,24;

 188:2,6,10,15;189:4,8,

 14;194:4;195:17

Troy's (3)

 47:15;172:16;177:1

true (18)

 26:13;33:6;56:23;

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(27) termination - true Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 258

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 58:23;123:25;136:16;

 139:6,13,14,15,16,21;

 143:6;144:18;191:13;

 199:23;210:2;227:21

truncated (3)

 11:10;74:23;75:4

Trust (23)

 113:19;124:11;

 191:10,11,19,20;192:3;

 193:9;194:11,17,17;

 202:21,23;206:17,20;

 207:23,25;208:18;

 209:7,8,15,24;211:12

trustee (12)

 82:5;83:22;106:19;

 108:21;112:24;113:23;

 117:3;171:22,23;

 172:3;176:17,21

trustee's (2)

 117:1;229:8

truth (1)

 140:4

truthful (1)

 207:9

try (23)

 11:13;37:23;39:2,9;

 42:5;47:21;49:13;

 65:18;90:23;93:2;

 108:3;114:3;116:25;

 145:15;166:22;173:16;

 176:15;183:5;184:13,

 13;189:5;200:17;

 212:17

trying (39)

 14:19,20;32:7;37:16,

 22;45:7;47:14;56:3;

 71:13,13;79:13;94:14;

 95:1;102:12;103:20;

 106:1;107:4;110:20;

 111:17;121:4;126:23;

 129:9;150:25;151:18,

 24;152:8,23;153:8;

 156:5,5,6;159:4;177:9;

 187:3,3,8;201:18;

 222:6,21

Tubbs (30)

 8:7,8,12,15;9:15;

 11:10,14;12:4,20,21;

 13:22,25;21:9;33:5;

 129:2;137:25;138:11,

 17;152:11,11,15,17,22;

 153:3,14;157:3;158:2;

 179:22,24;224:20

Tuesday (1)

 222:25

turn (6)

 15:11;138:2;142:5;

 148:16;193:12,18

turned (1)

 178:25

turning (1)

 179:22

turns (3)

 101:8;193:24;195:14

twelve (3)

 68:6;69:14,16

twenty (5)

 176:20;217:5;

 220:15;221:4,7

twenty-billion (1)

 221:6

twenty-five (12)

 29:15,18;45:21;

 52:23,24,25;53:3,25;

 109:14;149:11;150:10;

 206:19

twenty-five-and-a-half (1)

 63:2

twenty-four (1)

 148:8

twice (2)

 24:14,15

two (65)

 7:10,13;12:8;14:13;

 21:4;31:11,19;34:7,15;

 36:16;37:25;38:16;

 39:9,11;42:8;44:12;

 53:23;66:15;71:14,18,

 19;80:2;81:21;82:8;

 84:3;85:22;86:3,5,16;

 91:1;116:25;123:7,7;

 134:8,9,9;139:11,13;

 146:6;148:9;156:25;

 157:11;158:25;159:12;

 164:25;165:16;168:3;

 169:23;170:9;172:21;

 176:25;186:9;192:21,

 23;199:12;201:9,11;

 208:10;209:7;214:8;

 215:1;218:19;219:7;

 220:18,22

two-million (2)

 197:7,8

tying (1)

 218:13

type (3)

 74:23;75:4;217:23

typical (3)

 161:19;162:8;192:24

U

UCC (2)

 117:3;229:3

ultimate (5)

 13:22;33:8;61:14;

 167:4;206:16

ultimately (3)

 175:25;187:10;

 215:24

Ultra (1)

 109:6

Um-hum (8)

 7:15;8:21;9:7,19;

 10:19;38:21;157:6;

 159:25

unconfirmable (2)

 164:14,15

uncons (1)

 164:14

Unconstitutional (1)

 164:15

under (80)

 26:22;29:18;36:21;

 38:17;49:20;57:9,13,

 18;61:24;70:10,11;

 71:17,18;73:21;80:12;

 82:6,6;83:13,13;84:25;

 108:21;112:25;121:23;

 122:20;126:5;129:24;

 132:13;142:15;143:1;

 159:21,22;160:2;

 162:19;164:24;165:2;

 167:24,25;169:21;

 176:23;177:2,6,21,21;

 178:14,16;179:13;

 186:7,8;194:24;195:3,

 4;196:15;200:11;

 201:9,14;202:7;

 203:20,23;204:6,18;

 206:5,16;207:4;208:8,

 9,15;209:24;210:7;

 211:7,11;212:14,18;

 213:7;217:21;219:8;

 221:1;227:3,23,24;

 229:6

under-funding (1)

 206:17

undermine (1)

 122:21

Understood (7)

 17:17;57:5;67:4;

 148:12;157:20;185:16;

 198:8

underwrite (1)

 164:1

undisputed (1)

 221:13

unduly (1)

 168:1

Unequivocally (1)

 65:25

unfair (1)

 156:5

unfairly (2)

 128:8;211:15

unfortunately (3)

 113:22;222:16;

 228:10

unhelpful (1)

 169:20

UNIDENTIFIED (9)

 53:15;88:15,18;

 111:5;112:12,13;

 119:13,17,20

unilateral (4)

 190:7,12;199:6,21

unimpaired (6)

 32:3;36:1;95:18;

 97:15;143:21,23

unintended (2)

 178:22;216:19

unique (2)

 50:16;121:18

uniquely (1)

 160:13

UNISON (3)

 6:9;210:12;230:8

United (3)

 150:6;181:18;182:1

unknowns (1)

 157:2

unless (15)

 9:11;12:15;16:21;

 17:24,24;27:13;53:6;

 56:17;127:20;130:21;

 151:12;158:4,6;192:5;

 197:25

unlike (3)

 79:4;131:13,14

unlimited (1)

 134:16

unliquidated (2)

 46:18;50:16

unnecessarily (1)

 158:22

unnecessary (2)

 24:7;79:12

unpleasant (2)

 56:16,17

unprecedented (3)

 20:24;121:19;122:20

unruly (1)

 157:25

unsecured (11)

 15:19;18:11;29:20;

 90:20,22;95:19;

 104:14,23;142:5;

 160:8;167:13

unsecured-bank-debt (1)

 82:3

up (103)

 7:17;18:22;23:25;

 24:4,7,13;27:22;28:3,

 16;30:15,16;31:6;32:7;

 36:16;38:5;39:19;42:7;

 44:14;49:5;51:14;52:6;

 53:15;66:6,23;67:5;

 68:17;70:6,10,25;72:4;

 73:16;76:14;78:21;

 87:5;102:12;103:6;

 104:5;105:21;106:3,

 12,24;110:22,23;

 111:17;118:6;123:18;

 124:5;133:11;135:6;

 137:20;140:14,25;

 141:14;144:10,16;

 148:11;155:12,23;

 159:17,22;161:6,13;

 162:23;163:8,20;

 164:8,11,23;165:1;

 166:6;168:3,16;

 169:16;170:22;178:14,

 18,23;180:23,24,25;

 181:22;188:5,12,15;

 189:1,24;196:12;

 200:9;203:10;206:13;

 207:10,24;208:13;

 213:10,10;214:9;

 215:16;218:16;221:3,

 20;223:14;225:5;

 228:14

updated (1)

 175:25

updating (1)

 180:21

upfront (1)

 85:1

upon (12)

 34:8;36:5;61:4;67:6,

 8;68:19;76:23;139:20;

 143:23;147:5;161:16;

 162:21

urged (2)

 146:20;147:5

use (9)

 15:2;36:11;40:22;

 52:3,6;54:10;135:16;

 149:10;153:9

used (1)

 59:10

useful (1)

 27:23

using (1)

 164:9

usually (1)

 187:22

usurp (1)

 122:14

utility (5)

 7:25,25;25:22;160:4,

 8

V

valid (1)

 154:12

validity (1)

 165:21

validly (2)

 152:10;153:5

valuation (8)

 59:17;73:7;126:10;

 128:16;142:16;143:7;

 168:11,11

value (12)

 68:10,21;69:9;

 126:24;130:18;142:23;

 152:2;162:24;194:12;

 197:1;206:11;207:25

valued (1)

 206:12

vaporize (1)

 133:20

vaporizes (1)

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(28) truncated - vaporizes Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 259

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 133:13

variation (1)

 38:3

variations (1)

 144:1

various (8)

 8:15;50:10;65:3;

 90:25;92:23,24;

 164:23;169:17

vary (1)

 96:8

vast (1)

 57:14

verbatim (1)

 187:23

verdict (4)

 9:6,21;13:22,25

versa (3)

 50:19;158:11,11

versus (4)

 40:5,7;108:2;213:11

vet (1)

 165:21

viable (3)

 56:11;76:15;178:13

vice (4)

 50:19;158:11,11;

 229:18

victim (11)

 127:10;139:9;

 150:11;152:16;192:6;

 204:21;205:2;207:12;

 211:14,20;213:11

victims (15)

 12:20;90:22;139:6;

 150:4;190:19;202:5;

 204:5;206:18,24;

 207:22;208:19;209:8;

 214:2;215:5,20

view (31)

 25:7;30:11;32:12;

 47:16,16;50:15;66:11,

 11;69:25;75:15;77:7;

 83:11;99:16;126:3;

 151:24;153:13,14,15;

 156:6;157:11;159:12;

 160:10;161:16;165:21;

 170:13;186:8;197:15;

 200:5;211:6;219:18;

 225:19

viewed (5)

 34:21;160:18;

 161:18,22;213:13

views (5)

 29:21;32:23;36:7;

 117:1,2

violate (4)

 59:23,24;79:20;

 199:9

violated (1)

 199:6

violates (5)

 75:6;186:20;190:6,

 20,21

violation (3)

 160:15;181:6,8

virtue (5)

 59:7;62:9,17;177:4;

 209:7

vis-à-vis (1)

 164:2

vociferously (1)

 178:7

volume (1)

 147:6

voluntarily (1)

 199:3

voluntary (7)

 183:24;185:17;

 199:24;201:7;202:17,

 18,19

vomit (1)

 110:4

vote (19)

 37:20;74:12;77:5;

 80:13,14,15;125:2,4;

 132:11;150:22,22;

 151:4,7,11;180:12,14;

 213:17;217:18;218:15

voters (1)

 80:13

votes (6)

 37:19;74:3;122:6;

 180:19;181:5,7

voting (4)

 74:9;125:7;132:9;

 146:7

vulnerable (1)

 62:18

W

wait (18)

 35:21;49:18;50:2;

 56:8;65:11;67:10;72:7,

 7,9;73:6;76:25;84:13;

 87:1;120:18;166:2;

 182:17;218:18;220:8

waiting (1)

 225:12

waives (1)

 176:22

walk (5)

 149:19;161:24;

 183:5;184:16;218:5

walked (1)

 226:16

walking (1)

 156:15

Wall (1)

 214:25

wants (17)

 23:23;40:24;45:7;

 53:7;54:16;55:7;56:18;

 78:13;82:10;84:22;

 111:22;113:4;132:22;

 141:2;142:3;156:14;

 188:21

Wardwell (1)

 99:1

warts (1)

 164:13

wasted (1)

 34:15

way (67)

 8:24,25;11:2;14:9;

 15:24;16:10;19:12;

 23:6;25:18;33:1;40:25;

 42:5;57:8;58:7,7;

 60:17,19;62:17;64:11;

 66:15;69:17;77:24;

 79:23;80:6;81:15;

 86:21;100:23;110:2,3,

 5;121:16;123:2,17,19;

 132:5;140:4;145:7;

 150:5;158:3;165:18,

 20;167:7;168:22,23;

 169:22;170:6,8,17;

 171:12;180:22;181:13;

 182:9;190:9,25;

 197:19;201:8;202:3;

 207:10;210:4;211:24;

 212:23,23;216:19;

 217:15,15,17;224:22

ways (1)

 139:24

WEDNESDAY (1)

 6:1

week (9)

 13:13,13;85:22;

 87:12;88:12,14;

 154:16;156:15;222:24

weekly (1)

 132:18

weeks (16)

 34:16;39:9,9;71:18,

 19;73:19,19;82:10;

 85:22,22;86:3,6,16;

 108:16;123:7,7

weigh (1)

 115:22

weighed (1)

 92:23

weighing (2)

 115:21,22

Weil (5)

 6:14;18:8;22:14;

 121:14;213:25

welcome (1)

 145:14

Wells (1)

 133:17

Wells' (1)

 134:11

weren't (2)

 56:22;123:8

what's (19)

 11:14,14;19:7;44:5;

 72:16;90:18;92:14;

 101:4;102:7;105:2;

 110:19;120:25;169:20;

 173:9;182:19;188:24;

 194:16;211:5;219:18

wheel (3)

 52:22;54:7;120:6

whenever (2)

 216:24,25

where's (1)

 177:10

Whereupon (1)

 230:10

whole (37)

 24:1;32:12;39:19;

 56:3;59:11;107:3;

 108:19;109:20;110:11;

 111:11,20;112:8;

 114:5;116:8;118:10;

 119:5;143:9;147:25;

 156:6;159:7;172:12;

 173:11;190:24;191:2,

 3;194:13,15;197:19;

 198:20;206:14,15,19;

 207:3,13,22;212:7;

 219:25

wholes (1)

 53:10

Who's (7)

 7:3;24:6;28:5;48:17;

 98:23;104:4;229:17

whose (2)

 50:22;152:16

wildfire (10)

 101:23;183:18;

 188:19;204:5;205:2,2,

 4,4,5,18

willing (13)

 40:22;63:3;69:7;

 100:21;134:2,22;

 135:2,6;160:19;

 175:16;181:11;189:8;

 193:16

Wilmington (1)

 113:19

win (2)

 26:12;179:24

wind (2)

 178:18,23

window (2)

 138:20;219:2

WINTHROP (33)

 48:12,13,18;50:5;

 51:8;52:25;53:2,5;

 189:25;190:1,2,4,18,

 25;191:7,11,15,21,24;

 192:1,11,13;194:4;

 197:4,25;198:4,7,13,

 24;199:3,7,19;200:1

Winthrop's (2)

 195:22,23

wipe (1)

 214:16

wiping (1)

 208:15

wish (3)

 90:20;229:9,10

wishes (2)

 36:19;89:6

withdraw (2)

 128:13;168:24

withdrawal (1)

 168:23

withdrawn (3)

 126:15;128:10,12

within (5)

 30:12;59:20;171:15;

 192:4,9

without (8)

 19:8;38:23;39:10;

 70:12;132:13;163:22;

 196:8;214:23

witnesses (9)

 11:15;12:19,20;

 16:11;17:20;19:24;

 20:1,2;76:9

wizardry (1)

 203:15

wonderful (1)

 223:21

word (7)

 68:14;110:4;123:18;

 144:8;164:14;190:17;

 216:20

words (17)

 6:20;11:19;20:16;

 31:18;36:11;59:10;

 60:9;63:20;64:24;

 93:10;97:2;122:18;

 129:11;153:19;164:9;

 170:14;203:12

work (20)

 13:12,12;20:17;

 30:22;39:3;42:23;61:6;

 66:15;76:6;86:2;101:3;

 107:18;110:21;114:3;

 115:22;123:2;132:13;

 137:3;161:5;164:15

workable (2)

 107:7;108:18

worked (2)

 76:14;122:24

working (3)

 81:7;99:22;115:3

works (4)

 85:25;135:24;

 158:10;194:22

world (4)

 66:14;69:17;83:11;

 202:20

worried (1)

 223:12

worry (4)

 122:3;131:3,4,5

worth (3)

 95:11;180:20;191:13

wrap (1)

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(29) variation - wrap Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 260

of 261
PG&E CORPORATION AND PACIFIC GAS 

AND ELECTRIC COMPANY

Chapter 11 Case No. 19-30088

October 23, 2019

 118:6

write (8)

 19:23;20:18;69:5,8;

 71:20;98:10;137:2;

 145:8

writers (1)

 44:25

writing (2)

 15:1;137:18

written (3)

 116:17;163:25;167:3

wrong (12)

 48:10;76:23;133:15,

 15;140:21;149:20;

 164:14;199:12;211:24;

 212:19,22,23

wrongful (1)

 128:15

Y

years (2)

 213:21;215:1

Yep (2)

 65:1;83:10

yesterday (12)

 23:10,13;31:8;35:21;

 41:22;47:19;68:11;

 87:25;88:1;104:15;

 105:4;169:24

yesterday's (1)

 75:25

York (2)

 106:19;109:15

Z

Zabel (2)

 104:8;158:19

zone (1)

 58:8

Zumbro (51)

 35:15;36:2;45:9,11,

 15,16,18,18,24;46:7,9,

 12,25;47:15,24;48:4,

 14,21,25;49:2,3,5,8,16,

 23,25;52:23;53:4,17,

 20,22;54:3,5,9,12,23;

 55:7,8,12,15,17;118:7;

 228:15,17,19,19,22;

 229:1,22;230:2,4

Zumbro's (1)

 44:13

1

1 (7)

 53:12;54:23;79:8,8,

 9;80:17;150:3

10 (3)

 6:10;30:18;119:5

10/25 (2)

 28:20;30:11

100 (1)

 62:6

101 (1)

 204:18

105 (1)

 153:6

1054 (16)

 56:11;58:9;72:8;

 76:17;131:24;133:5,

 19;153:13;190:6,16,18,

 22;193:21;199:6,11,14

10th (1)

 71:21

11 (7)

 56:10;84:16,16;

 85:18;135:25;150:3;

 193:1

11/15 (1)

 28:20

11/19 (1)

 28:20

11:54 (1)

 118:3

1121 (2)

 122:20;123:10

1123a4 (3)

 159:22;160:15;

 162:18

1125 (1)

 181:6

1129 (2)

 65:4;80:24

1129a (2)

 73:20;74:19

1129a3 (1)

 162:19

1129b (1)

 168:25

1129c (4)

 145:22,22;146:13;

 219:10

11-billion-dollar (1)

 202:2

11th (9)

 23:22;42:17,19,21;

 43:1,5,11;84:15;119:5

12 (2)

 54:25;119:17

12:08 (1)

 118:3

12th (2)

 46:21;55:8

13 (4)

 51:24;63:11;87:6,9

13.5 (10)

 62:6;63:10,11;68:19;

 70:7;72:1;137:7;150:4,

 6;206:12

13.6 (1)

 62:6

134 (2)

 180:23;181:2

13th (4)

 43:21;221:23;

 223:25;227:17

14 (4)

 44:7;88:18,20;

 206:12

14.5 (3)

 63:7;137:5;139:9

14.5-billion-dollar (1)

 21:7

14th (6)

 88:15,19,25;111:4;

 116:12;119:7

15 (3)

 49:21;54:24;119:10

15.8 (3)

 202:3,4;207:15

15th (7)

 23:22;28:6,14;30:13;

 46:19;49:19;53:24

16th (6)

 23:2,9;33:25;42:12,

 21,22

17th (5)

 46:22,24;54:2;55:1;

 119:12

18th (2)

 71:17;87:17

19th (3)

 28:19;30:19,20

1st (4)

 46:18;49:6;53:21;

 119:10

2

2 (1)

 218:4

2.5 (1)

 209:10

2:21 (1)

 230:10

20 (3)

 62:6;119:6;202:3

2019 (4)

 6:1;95:8,9;104:15

20th (3)

 110:25;112:11;

 116:11

21 (2)

 43:21;87:9

21st (8)

 46:9;73:18,18,22,23;

 74:17;77:2;87:6

22nd (6)

 23:22;42:10;43:10;

 84:14;85:18;119:4

23 (1)

 6:1

23rd (1)

 86:15

24th (3)

 59:2;76:2;122:12

25.5 (6)

 62:19;63:4;78:2;

 150:1,2;153:9

25th (1)

 23:21

27 (1)

 119:6

27th (4)

 110:18,25;116:10;

 122:12

2b2 (1)

 225:22

3

30 (1)

 139:10

30b6 (1)

 12:23

30th (1)

 131:24

3289 (1)

 96:14

350 (1)

 115:17

363 (1)

 162:19

4

4 (1)

 209:9

4.3 (2)

 68:11,13

40 (1)

 62:6

5

5 (2)

 54:25;218:5

502c (9)

 38:2;44:13;46:2;

 51:17;54:17;89:3;

 118:11;119:8;167:25

509 (5)

 204:6,9;206:16;

 207:4;208:15

510 (1)

 147:18

5b (1)

 160:4

5th (6)

 46:20;49:20,21;54:2;

 119:11,14

6

6 (5)

 7:17;85:2;87:6,6,12

6,000 (1)

 215:20

6.5 (3)

 150:7;209:11,14

6.9 (5)

 66:1;68:18;70:6;

 71:25;155:11

6-1/2 (2)

 150:5;155:14

670 (1)

 160:9

6b (1)

 160:4

6th (7)

 43:21;44:2,3,8;

 82:12;85:8;88:24

7

7th (2)

 129:22;130:6

8

8 (1)

 84:14

8.4 (6)

 66:3;155:11,13;

 208:2;213:18;214:2

8.4-billion- (1)

 209:14

8th (7)

 42:6,10;43:9;85:18;

 114:16;115:19;119:4

9

9019 (19)

 31:23;117:25;

 121:12;145:15;147:18,

 25;154:3;158:17;

 176:24;177:2,21;

 179:13;187:10;191:23;

 195:24;208:8;210:7;

 213:13;214:12

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(30) write - 9019 Case: 19-30088 Doc# 4467 Filed: 10/24/19 Entered: 10/24/19 14:35:11 Page 261

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