================================================================= TECO AFFILIATES BANKRUPTCY NEWS Issue Number 1 ----------------------------------------------------------------- Copyright 2005 (ISSN XXXX-XXXX) January 28, 2005 ----------------------------------------------------------------- Bankruptcy Creditors' Service, Inc. 215-945-7000 FAX 215-945-7001 ----------------------------------------------------------------- TECO AFFILIATES BANKRUPTCY NEWS is published by Bankruptcy Creditors' Service, Inc., 572 Fernwood Lane, Fairless Hills, Pennsylvania 19030, on an ad hoc basis (generally every 10 to 20 days) as significant activity occurs in the Debtors' cases. New issues are prepared by Catherine L. Gutib, Christopher G. Patalinghug, Frauline S. Abangan and Peter A. Chapman, Editors. Subscription rate is US$45 per issue. Any re-mailing of TECO AFFILIATES BANKRUPTCY NEWS is prohibited. ================================================================= IN THIS ISSUE ------------- [00000] HOW TO SUBSCRIBE TO TECO AFFILIATES BANKRUPTCY NEWS [00001] BACKGROUND & DESCRIPTION OF TECO AFFILIATES [00002] UNION & GILA RIVER'S BALANCE SHEET AT SEPTEMBER 30, 2004 [00003] TECO AFFILIATES' CHAPTER 11 DATABASE [00004] TECO AFFILIATES' 36 LARGEST UNSECURED CREDITORS [00005] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES KEY DATE CALENDAR ----------------- 01/26/05 Voluntary Petition Date 01/26/05 Plan & Disclosure Statement Filed 02/10/05 Deadline for filing Schedules of Assets and Liabilities 02/10/05 Deadline for filing Statement of Financial Affairs 02/10/05 Deadline for filing Lists of Leases and Contracts 02/15/05 Deadline to provide Utilities with adequate assurance 03/27/05 Deadline to make decisions about lease dispositions 04/26/05 Deadline to remove actions pursuant to F.R.B.P. 9027 05/26/05 Expiration of Debtors' Exclusive Plan Proposal Period 07/25/05 Expiration of Debtors' Exclusive Solicitation Period 01/26/07 Deadline for Debtors to Commence Avoidance Actions Organizational Meeting with UST to form Committees First Meeting of Creditors pursuant to 11 USC Sec. 341 Bar Date for filing Proofs of Claim ----------------------------------------------------------------- [00000] HOW TO SUBSCRIBE TO TECO AFFILIATES BANKRUPTCY NEWS ----------------------------------------------------------------- TECO AFFILIATES BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' chapter 11 proceedings. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of TECO AFFILIATES BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. 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Name: ---------------------------------------------- Firm: ---------------------------------------------- Address: ---------------------------------------------- ---------------------------------------------- Phone: ---------------------------------------------- Fax: ---------------------------------------------- E-Mail: ---------------------------------------------- (Distribution to multiple professionals at the same firm is provided at no additional cost.) TECO AFFILIATES BANKRUPTCY NEWS is distributed to paying subscribers by electronic mail. New issues are published on an ad hoc basis as significant activity occurs (generally every 10 to 20 days) in the Debtors' chapter 11 proceeding. The subscription rate is US$45 per issue. Newsletters are delivered via e-mail; invoices, transmitted following publication of each newsletter issue, arrive by fax. Re-mailing of TECO AFFILIATES BANKRUPTCY NEWS is prohibited. Distribution to multiple individuals at the same firm is provided at no additional charge; folks outside of your firm should set-up and pay for their own subscriptions. Subscriptions may be canceled at any time without further obligation. ----------------------------------------------------------------- [00001] BACKGROUND & DESCRIPTION OF TECO AFFILIATES ----------------------------------------------------------------- PANDA GILA RIVER, L.P. UNION POWER PARTNERS, L.P. TRANS UNION INTERSATE PIPELINE, L.P. UPP FINANCE CO., LLC (affiliates of TECO ENERGY, INC.) TECO Plaza 702 N. Franklin Street Tampa, Florida 33602 (813) 228-1111 http://www.tecoenergy.com/ Union Power Partners, L.P., Panda Gila River, L.P., Trans-Union Pipeline, L.P., and UPP Finance Co., LLC, are indirect subsidiaries of TECO Energy, Inc. TECO's common equity is traded on the New York Stock Exchange under the symbol "TE". TECO did not file for bankruptcy. The Debtors own and operate the two largest combined-cycle natural gas generation facilities in the United States. Panda Gila owns and operates a facility located in Gila Bend, Arizona, which has 2,146 megawatts of generating capacity. The Gila Project is located on a 1,100-acre site and began full commercial operations in July 2003. The Gila Project serves markets in the Western Electricity Coordinating Council in Arizona, New Mexico, and southern Nevada. Through various interconnections, the Gila Project can also sell into the southern California, Colorado and New Mexico markets. The Gila Project utilizes, through the El Paso Natural Gas system, natural gas supplies from the Permian, San Juan, and Anadarko supply system. Panda Gila owns a 19-mile, 30-inch pipeline that directly connects the Gila Project to the El Paso mainline. Gas transportation to the Gila Project is provided under both long-term firm and shorter term interruptible contracts. Union Power owns and operates a facility located in El Dorado, Arkansas, which has 2,152 megawatts of generating capacity. The Union Power Station began full commercial operations in June 2003 and serves markets in the Entergy sub region of the Southeastern Electricity Coordinating Counsel. The Union Project is supplied with natural gas through the Trans-Union Pipeline. Trans-Union owns and operates a 42-mile, 30-inch, natural gas interstate pipeline that transports natural gas to the Union Power Station. The Trans-Union Pipeline directly interconnects with the Texas Gas Transmission Pipeline and Regency Gas Intrastate Gas Pipeline in Sharon, Louisiana, each of which are capable of delivering the Union Power Station's full requirements through the Trans-Union Pipeline. Trans-Union's only existing customer is Union Power. Finance Co. is a wholly owned special purpose subsidiary of Union Power that was formed for the purpose of facilitating substantial ad valorem tax abatements at the Union Power Station. Under this arrangement, Union County, Arkansas financed a sale-leaseback of the Union Power Station through the issuance of 20-year fixed rate bonds to Finance Co. The Debtors' businesses, including their costs of production and revenues, are highly sensitive to fluctuations in the price of energy-related commodities like power and natural gas. To minimize their exposure to commodity price volatility and to ensure a stable supply of natural gas and a stable demand for the power they produce, the Debtors, like many energy companies, enter into a significant number of hedging contacts in the ordinary course of their business. Those hedging contracts include forward contracts, option contracts and swaps, among others. The ability to continue to engage in these hedging activities is crucial to the Debtors' ability to successfully reorganize. The Debtors have no employees. Under a series of Operations and Maintenance Agreements, TPS Arkansas Operations Company and TPS Arizona Operations Company, both wholly owned, indirect subsidiaries of TECO, provide certain operations and maintenance services, including on-site employees, to the Union Project and the Gila Project. A graph showing the Pre-Petition Ownership Structure is available at no charge at: http://bankrupt.com/misc/tecoaffiliatesprepetitionstructure.pdf Under the O&M Agreements, the Debtors are obligated to pay to TPS Arkansas and TPS Arizona the actual wage costs, including benefits, of the employees that are provided to the Union Project and the Gila Project. It is currently contemplated that the O&M Agreements will be terminated coincident with the completion of the Debtors' restructuring. In addition, Union Power, Panda Gila and Trans-Union are parties to a Transition Services Agreement, with Gila River Transition Energy Management AssetCo., LLC, an indirect, wholly owned subsidiary of TECO. Pursuant to the TSA, AssetCo. provides certain transitional services related to the Gila Project and the Union Project, including asset management, accounting and legal services. Union Power, Panda Gila and Trans-Union are contractually obligated to pay to AssetCo. the actual cost of the services provided under the TSA. It is currently contemplated that upon the completion of the restructuring, Citibank, N.A., as agent for the Prepetition Banks or its designee, will acquire the equity interests in AssetCo. and retain its employees to facilitate the reorganization of the Debtors. A chart showing the Proposed Post-Petition Organizational Structure is available at no charge at: http://bankrupt.com/misc/tecoaffiliatespostpetitionstructure.pdf The Pre-Petition Debt Structure The Gila Project and the Union Project were built from March 2001 to July 31, 2003, at a total cost of approximately $2.8 billion, consisting of approximately $1.4 billion of equity contributed by TECO and approximately $1.4 billion of non-recourse debt from a syndicate of pre-petition lenders. The obligations to the Debtors' pre-petition lenders are: A. Under that certain Union Power Project Credit Agreement, dated May 31, 2001, by and among Union Power as borrower, the Prepetition Agent and certain lenders thereto, as of January 26, 2005, the principal balance outstanding plus accrued and unpaid interest was not less than $737,638,097. These amounts do not include contingent obligations represented by outstanding letters of credit in the approximate amount of $49,000,000, that have been issued under a $80,000,000 letter of credit facility that is part of the UPP Credit Agreement. B. Under that certain Gila River Project Credit Agreement, dated May 31, 2001, by and among Panda Gila as borrower, the Prepetition Agent, and the Prepetition Banks, as of January 26, 2005, the principal balance outstanding plus accrued and unpaid interest was not less than $837,445,453. The amounts exclude contingent obligations represented by outstanding letters of credit in the approximate amount of $99,000,000, that have been issued under a $100,000,000 letter of credit facility that is part of the PGR Credit Agreement. C. Under that certain Gila River Project Senior Project Letter of Credit Agreement, dated May 27, 2004, by and between Panda Gila, the Prepetition Agent and certain of the Prepetition Banks, letters of credit in the approximate amount of $20,000,000 have been issued and are outstanding under a total letter of credit facility of $85,000,000. The obligations under the UPP Credit Agreement and the PGR Credit Agreement are guaranteed and secured by substantially all of the Debtors' assets. In addition, the obligations wider the Senior Project L/C Credit Agreement are secured by first priority liens on, among other things, all or substantially all of Panda Gila's assets and the partnership interests in Panda Gila. In addition to the obligations under the Prepetition Credit Agreements and the Senior Project L/C Credit Agreement, the Debtors are also indebted to TECO in the approximate amount of $190,000,000, which indebtedness is subordinate to all of the obligations owed to the Prepetition Agent and the Prepetition Banks. The Debtors do not believe that there is a significant amount of prepetition, general unsecured claims that will ultimately be allowed in their cases. The Debtors do anticipate that there may be more than $50,000,000 in claims that may be asserted in the bankruptcy cases arising out of the rejection of certain executory contracts. The Road to Bankruptcy The Debtors are highly dependent on the wholesale power markets in the United States for strong and consistent revenues. Over the past few years, the wholesale power markets have experienced: (i) an overabundance of generating capacity that has decreased spark spreads, i.e., the difference between fuel costs and the price of power; (ii) increased fuel prices; and (iii) significant challenges in the liquidity and volatility of the energy markets. In addition, market deregulation in the Entergy and WECC markets has not proceeded as envisioned, further negatively impacting the Debtors' operations. Reorganization Value is $1.1 Billion By late 2003, it was apparent to the Prepetition Agent, the Prepetition Banks, TECO and the Debtors that, due to the dramatic downturn in the wholesale power markets, the Debtors would not be able to service their existing debt for the foreseeable future. Moreover, the Prepetition Agent, the Prepetition Banks, TECO and the Debtors recognized that there was no equity value in the Projects. To confirm that there was no equity value in the Projects, in December 2004, the Debtors requested that Houlihan Lokey Howard & Zukin perform a valuation analysis of the Debtors' business and operations. According to Houlihan, the reorganization value of the Debtors on a consolidated basis is $1.03 billion to $1.17 billion, with a midpoint of $1.1 billion, which is well below the amounts due and owing to the Prepetition Banks. The Prepetition Agent, the Prepetition Banks, TECO and the Debtors have engaged in significant, good faith negotiations in an effort to reach a consensual restructuring whereby ownership of the Projects would essentially be transferred to a new entity owned and controlled by the Prepetition Banks. To facilitate these negotiations, the Prepetition Banks formed a committee comprised of the Prepetition Agent and certain of the Prepetition Banks. These negotiations led to a non-binding letter of intent on February 5, 2004, followed by a second non-binding supplemental letter of intent that was finalized on July 28, 2004, which detailed the agreed-upon parameters of the transfer of ownership of the Projects. The Letter of Intent contemplated that the transfer of ownership of the Projects to a newly formed entity that would be owned and controlled by the Prepetition Banks would be accomplished without the need for a bankruptcy filing by some or all of the Debtors. Under the terms of the Prepetition Credit Agreements and the Senior Project LC Credit Agreement, the implementation of the transaction contemplated by the Letter of Intent requires 100% approval of the lenders comprising the Prepetition Banks. In early November 2004, it became apparent that not all of the lenders comprising the Prepetition Banks were prepared to approve the contemplated transaction. As a result, in early December 2004, the Debtors decided, after consultation with TECO and the Steering Committee, that a bankruptcy proceeding would likely be required to implement the transactions contemplated by the Letter of Intent. The Debtors believe that using a bankruptcy proceeding to implement the transaction contemplated by the Letter of Intent will greatly facilitate the completion of those transactions, because approval of only one-half of the lenders comprising two-thirds of the amount of the debt owed to the Prepetition Banks is required, in contrast to the 100% approval requirement under the Prepetition Credit Agreements. Master Settlement Agreement The essential terms of the Letter of Intent were incorporated into a Master Settlement Agreement and Restructuring Agreement Support Agreement and several related documents. A copy of the Master Settlement Agreement is available at no charge at: http://bankrupt.com/misc/tecoaffiliatesmasterpact.pdf The Master Settlement Agreement contains, among other things, provisions whereby the lenders and TECO agree, subject to approval of a disclosure statement by the Bankruptcy Court, to vote their claims in favor of the Debtors' Joint Plan of Reorganization that was also filed as part of the first day filings. On January 24, 2005, lenders comprising the Prepetition Banks holding approximately: (x) 90% in number of the obligations under the credit agreements, and (y) 90% of the aggregate principal amount of those obligations, executed and delivered the Master Settlement Agreement. Accordingly, the Debtors believe that confirmation of the Plan has substantial support from an overwhelming majority of their creditors. The Reorganization Process and Timing Considerations The Debtors' operations are both seasonal, particularly with respect to the Gila Project, and dependent on their ability to continue to effectively manage their current hedging contracts and engage in new hedging activities in the ordinary course of business. The ability to continue to manage their current hedging contracts and engage in new hedging activities is largely dependent on the Debtors having continued access to a meaningful letter of credit facility. As a result, the Debtors have negotiated with the Prepetition Agent and certain of the Prepetition Banks to provide a $200,000,000 debtor-in-possession letter of credit facility. The DIP LC Facility does not prime any of the existing liens of the 20 Prepetition Banks. Rather, the DIP LC Facility is essentially part passu with the existing obligations of the Debtors to the Prepetition Banks. The Debtors believe that the DIP LC Facility will permit them to continue to engage in meaningful hedging activities and maintain stability in their operations through the bankruptcy process. The Debtors' operations are seasonal. The demand for power, particularly from the Gila Project, increases significantly as the summer months approach. The Debtors believe that to maximize revenue possibilities, they need to emerge from bankruptcy well before the significant increase in demand for power in the summer months. Accordingly, as part of the first day filings, the Debtors have filed with the Bankruptcy Court, the Plan, a Disclosure Statement and a motion requesting that the Bankruptcy Court establish an accelerated, but realistic, timetable for completion of the normal disclosure and plan solicitation process. To avoid costly disruption to their hedging activities and to enhance their revenues as the summer months approach, the Debtors intend to aggressively proceed towards completion of their reorganization in a manner consistent with their duties and responsibilities to creditors and other constituencies. Overview of the Chapter 11 Plan The Plan contemplates the consensual transfer of ownership of the Projects from TECO's affiliates to newly formed entities, wholly owned by the Prepetition Banks. The Old Partnership Interests in Union Power, Panda Gila and Trans-Union will be cancelled. The membership interests in Finance Co. will remain in effect and held in full by Reorganized Union Power. Union Power, Panda Gila and Trans-Union will issue their: -- New Limited Partnership Interests to Entegra Power Group, LLC, a newly formed Delaware limited liability company wholly owned by the Prepetition Banks; and -- New General Partnership Interests to Union Power LLC, Gila River Power LLC and Trans-Union Pipeline LLC, which are newly formed Delaware limited liability companies wholly owned by Entegra. The Plan groups claims against and interests in each of the Debtors into seven classes. 1. Union Power Estimated Amount Class Description Recovery of Claims ----- ----------- -------- ---------- 1 Non-Tax Priority Claims 100.0% $0 2 Other Secured Claims 100.0% $0 3 Unimpaired Unsecured Claims 100.0% $250,000 4 Prepetition Banks Secured Claims 93.7% $550,000,000 5 Impaired Unsecured Claims >1.0% $304,888,097 6 Subordinated Claims N/A $0 7 Old Partnership Interests 0.0% ____________ 2. Panda Gila Estimated Amount Class Description Recovery of Claims ----- ----------- -------- ---------- 1 Non-Tax Priority Claims 100.0% $0 2A Other Secured Claims 100.0% $4,000,000 2B Senior Prepetition Bank Secured Claims 100.0% $32,250,000 3 Unimpaired Unsecured Claims 100.0% $250,000 4 Prepetition Banks Secured Claims 94.3% $620,000,000 5 Impaired Unsecured Claims >1.0% $334,645,453 6 Subordinated Claims N/A $0 7 Old Partnership Interests 0.0% ____________ 3. Trans-Union Estimated Amount Class Description Recovery of Claims ----- ----------- -------- ---------- 1 Non-Tax Priority Claims 100.0% $0 2 Other Secured Claims 100.0% $0 3 Unimpaired Unsecured Claims 100.0% $0 4 Prepetition Guaranty Agreement Claims ______ ______ 5 Impaired Unsecured Claims N/A $0 6 Subordinated Claims N/A $0 7 Old Partnership Interests 0.0% ______ 4. Finance Co. Estimated Amount Class Description Recovery of Claims ----- ----------- -------- ---------- 1 Non-Tax Priority Claims 100.0% $0 2 Other Secured Claims 100.0% $0 3 Unimpaired Unsecured Claims 100.0% $0 4 Prepetition Guaranty Agreement Claims ______ ______ 5 Impaired Unsecured Claims N/A $0 6 Subordinated Claims N/A $0 7 Old Membership Interests deemed to accept ______ Classes 1, 2 and 3 are unimpaired and are deemed to accept the Plan. Classes 4 and 5 are entitled to vote. Holders of Interests in Union Power, Panda Gila and Trans-Union Class 7 are not entitled to receive or retain any property under the Plan, but have agreed to support confirmation of the Plan pursuant to the Master Settlement Agreement. Accordingly, votes of those Interest Holders will not be solicited. Holders of Class 6 Claims are deemed to reject the Plan. Interests in Finance Co. Class 7 are held only by Debtor Union Power, which is presumed to have accepted the Plan. The Unimpaired Unsecured Claims are primarily held by trade creditors that will continue to do business with the Debtors in the ordinary course. The Maximum Class 3 Amount is $500,000 in the aggregate with respect to all Debtors. If distributions exceed that cap, then all Allowed Class 3 Claims will become Impaired Other Unsecured Claims. For purposes of the Plan, the Allowed Prepetition Banks Secured Claims is $1,170,000,000 and the Allowed Prepetition Banks Unsecured Deficiency Claims is $405,083,550. The aggregate amount of Allowed Impaired Other Unsecured Claims is estimated to be approximately $590,083,550. With respect to Holders of Allowed Class 5 Claims, the Plan provides for a distribution of $100,000 to -- allocated $50,000 to each of Panda Gila and Union Power -- in cash in the aggregate to Holders of the Prepetition Bank Unsecured Deficiency Claims and Impaired Other Unsecured Claims in complete satisfaction of those claims. The Debtors believe that the members of each Impaired Class will receive greater or equal value under the Plan than they would in a liquidation. Summary of recovery comparisons: Chapter 11 Chapter 7 ---------- --------- Panda Gila Prepetition 69.8% 28.5% Credit Obligations Union Power Prepetition 69.8% 28.5% Credit Obligations Unimpaired General 100.0% 0.0% Unsecured Claims Impaired General <1.0% 0.0% Unsecured Claims Cash Debt Service Will be Reduced Although the Debtors' operations are fundamentally sound, the Debtors' cash debt service obligations need to be reduced for the Debtors to survive during the next few years, when the markets the Debtors serve are expected to continue to have an overabundance of generating capacity. The Plan restructures the existing obligations to the Prepetition Banks, substantially reducing cash debt service obligations until the maturities of the New Term A Loan Notes and New Term B Loan Notes. The Plan also provides the Debtors with a senior New Revolving Loan Facility of up to $30 million and a senior New L/C Facility of up to $200 million, in each case in the aggregate for both Reorganized Union Power and Reorganized Panda Gila. Upon consummation of the Plan, the balance sheets of Reorganized Union Power and Reorganized Panda Gila will be restructured to have essentially three tranches of secured debt under the New Credit Agreements: -- $30 million New Revolving Loan Facility and $200 million New L/C Facility; -- $675 million in New Term A Loan Facility; and -- $650 million in New Term B Loan Facility. On the Effective Date, that secured debt will be divided between Reorganized Union Power and Reorganized Panda Gila: Maturity Amount Tranche Date Interest Rate Union Power Panda Gila ------- -------- ------------- ------------------------ 1 - New 7 years Greater of: $20 million $10 million Revolving 6% per annum or Loan Base Rate Facility plus 4% 1 - New 7 years Greater of: $60 million $140 million L/C 6% per annum or Facility Base Rate plus 4% 2 - New 7 years 4% coupon $250 million $425 million Term A Loan Facility 3 - New 15 years 9% coupon $240 million $410 million Term B Loan Facility A full-text copy of the Debtors' Plan of Reorganization is available at no charge at: http://bankrupt.com/misc/tecoaffiliatesplan.pdf A full-text copy of the Debtors' Disclosure Statement is available at no charge at: http://bankrupt.com/misc/tecoaffiliatesdisclosure.pdf ----------------------------------------------------------------- [00002] UNION & GILA RIVER'S BALANCE SHEET AT SEPTEMBER 30, 2004 ----------------------------------------------------------------- Union and Gila River Project Companies Consolidated Balance Sheet At September 30, 2004 ASSETS Current assets $144,500,000 Net property, plant and equipment 1,366,300,000 Other investments 663,100,000 Other non-current assets 22,100,000 -------------- Total assets held for sale by TECO $2,196,000,000 ============== LIABILITIES Current liabilities $198,700,000 Long-term debt, non-recourse: Secured facility note 1,395,000,000 Financing facility note 663,100,000 Other non-current liabilities 12,000,000 -------------- Total liabilities associated with assets held for sale by TECO $2,268,800,000 ============== ----------------------------------------------------------------- [00003] TECO AFFILIATES' CHAPTER 11 DATABASE ----------------------------------------------------------------- Lead Debtor: Panda Gila River, L.P. 702 North Franklin Street Tampa, Florida 33602 Bankruptcy Case No.: 05-01143 Debtor-affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Union Power Partners, L.P. 05-01149 Trans-Union Interstate Pipeline, L.P. 05-01150 UPP Finance Company, LLC 05-01151 Type of Business: The Debtors are indirect subsidiaries of TECO Energy, Inc. The Debtors own and operate the two largest combined-cycle natural gas generation facilities in the United States. Panda Gila River, L.P., owns and operates a facility located in Gila Bend, Arizona which has 2,146 megawatts of generating capacity. Union Power Partners, L.P., owns and operates a facility located in El Dorado, Arkansas which has 2,152 megawatts of generating capacity. See http://www.tecoenergy.com/ Chapter 11 Petition Date: January 26, 2005 Court: District of Arizona (Phoenix) Judge: Charles G. Case II Debtors' Counsel: Craig D. Hansen, Esq. Thomas J. Salerno, Esq. Sean T. Cork, Esq. Squire, Sanders & Dempsey L.L.P. 40 North Central, Suite 2700 Phoenix, Arizona 85004 Tel: (602) 528-4085 Fax: (602) 253-8129 Special Corporate Counsel: Dewey Ballantine LLP Claims, Noticing and Solicitation Agent: Kurtzman Carson Consultants LLC Financial Advisor: Houlihan Lokey Howard & Zukin Financial Advisors, Inc. ----------------------------------------------------------------- [00004] TECO AFFILIATES' 36 LARGEST UNSECURED CREDITORS ----------------------------------------------------------------- Entity Nature of Claim Claim Amount ------ --------------- ------------ TECO Energy, Inc. Bank Loan $190,000,000 702 North Franklin Street Tampa, Florida 33602 General Electric Potential $48,000,000 International, Inc. Rejection Claim Attn: Mike Kalmes Atlanta, Georgia 30339 Franklin Mutual Series Bank Loan $24,673,621 51 JFK Parkway Short Hills, New Jersey 07078 Quadrangle Master Funding Ltd. Bank Loan $21,544,250 375 Park Avenue, 14th Floor New York, New York 10152 Citibank GRB Bank Loan $19,971,476 Citigroup 388 Greenwich Street New York, New York 10013 Societe Generale Bank Loan $19,830,675 1221 Avenue of the Americas New York, New York 10020 Aretex/Ichan Associates Bank Loan $18,9029,331 Corporation [sic] 767 Fifth Avenue, 47th Floor New York, New York 10153 Cargill, Incorporated Bank Loan $17,584,205 Cargill Financial Services International 12700 Whitewater Drive Minnetonka, Minnesota 55343 Norddeutsche Landedbank Bank Loan $16,268,196 Girozentrale 1114 Avenue of the Americas 37th Floor New York, New York 10036 Royal Bank of Canada Bank Loan $16,186,088 1 Liberty Plaza 165 Broadway, 5th Floor New York, New York 10178 Royal Bank of Scotland Bank Loan $15,496,522 101 Park Avenue New York, New York 10178 Barclays Bank PLC Bank Loan $14,526,273 200 Park Avenue New York, New York 10166 Bayerische Hypo-Und Bank Loan $14,526,273 Vereinsbank AG Hypovereinsbank 150 East 42nd Street New York, New York 10017 BNP Paribas Bank Loan $14,526,273 787 Seventh Avenue New York, New York 10019 Dexia Bank Bank Loan $14,526,273 445 Park Avenue New York, New York 10022 ScotiaBanc Inc. Bank Loan $14,526,273 One Liberty Plaza New York, New York 10020 Toronto Dominion (Texas) Inc. Bank Loan $14,526,273 31 West 52nd Street New York, New York 10019 CoBank, ACB Bank Loan $13,834,546 5500 South Quebec Street Greenwood Village, Colorado 80111 Merrill Lynch, Pierce Bank Loan $13,657,211 Fenner & Smith Inc. 4 World Financial Center New York, New York 10080 Stonehill Capital Bank Loan $13,018,527 Management LLC 885 Third Avenue, 30th Floor New York, New York 10022 Satellite Senior Income Bank Loan $11,893,867 Fund, LLC 623 Fifth Avenue, 20th Floor New York, New York 10022 Bank of Montreal Bank Loan $9,799,470 700 Louisiana Street Houston, Texas 77002 CDC Finance - DCD IXIS Bank Loan $9,799,470 254 Boulevard Saint Germain Paris, France 75007-0000 DZ Bank Deutsche Bank Loan $9,799,470 Genossenschaftsbank AG 609 Fifth Avenue New York, New York 10017 KBC Bank N.V. Bank Loan $9,799,470 125 West 55th Street New York, New York 10019 Credit Suisse First Boston Bank Loan $8,314,757 11 Madison Avenue New York, New York 10010 Credit Lyonnais (Calyon) Bank Loan $8,070,152 1301 Avenue of the Americas New York, New York 10019 HSH Nordbank AG Bank Loan $8,070,152 Martensdamm 6 Kiel, Germany 24103-0000 Natexis Banque Populaires Bank Loan $8,070,152 1251 Avenue of the Americas New York, New York 10020 Bear, Stearns & Company, Inc. Bank Loan $6,719,248 383 Madison Avenue New York, New York 10179 ING (US) Capital LLC Bank Loan $4,611,515 1325 Avenue of the Americas New York, New York 10020 Landesbank Rheinland-Pfalz Bank Loan $4,611,515 Girozentrale Department 3-121 Grosse Bleiche 54-56 Mainz, Germany D-55098 Citigroup Financial Bank Loan $2,766,909 Products Inc. 390 Greenwich Street, 1st Floor New York, New York 10013 Lehman Brothers Bank Loan $2,443,005 745 7th Avenue New York, New York 10019 JPMorgan Chase Bank Bank Loan $2,182,111 270 Park Avenue, 17th Floor New York, New York 10017 Aquila Energy Marketing Litigation $1,500,000 Corporation Claim Attn: Contract Administration 1100 Walnut Suite 3300 Kansas City, Missouri 64106 ----------------------------------------------------------------- [00005] DEBTORS' MOTION FOR JOINT ADMINISTRATION OF CASES ----------------------------------------------------------------- By this motion, the Debtors seek an order authorizing and directing joint administration of their bankruptcy proceedings and use of a consolidated caption. Pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure, courts are authorized to jointly administer bankruptcy proceedings if the debtor entities are affiliated entities with proceedings pending in the same court. The Debtors consist of four affiliated entities, which are "affiliates" as that term is defined in Section 101(2) of the Bankruptcy Code. All of the Debtors share common ownership and corporate management. In addition, the Debtors are financially and administratively interdependent at an operational level. Accordingly, the Debtors believe these cases not only may, but should, be jointly administered. Entry of an order directing joint administration of these cases will eliminate the need for duplicative notices, applications, and orders, and thereby save considerable time and expense for the Debtors and their estates. The Debtors request that one file and one docket be maintained for all four cases, which file should be the file established for the lowest numbered case, and which docket should be the docket for the lowest numbered case. The Debtors want this consolidated form of caption to be utilized for all pleadings and orders in their cases: UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF ARIZONA In re | In Proceedings Under Chapter 11 | UNION POWER PARTNERS, L.P. | Case Nos. ___________ through PANDA GILA RIVER, L.P. | _______________ TRANS-UNION INTERSTATE | PIPELINE, L.P. | (Joint Administration Requested) UPP FINANCE CO., LLC | | Debtors. | Judge ____________________ _______________________________| | This Filing Applies to: | __ All Debtors | __ Specified Debtors | _______________________________| Craig D. Hansen, Esq., at Squire, Sanders & Dempsey L.L.P., in Phoenix, Arizona, assures the Court that joint administration of the Debtors' bankruptcy cases will not prejudice the Debtors' creditors or other parties-in-interest. *** End of Issue No. 1 ***