Subject: Gallup Order: PRIVILEGED AND CONFIDENTIAL, ATTORNEY CLIENT PRIVILEGE
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Thu, 13 Jan 2000 00:53:00 -0800 (PST)

Now that the celebrating has died down, lets decide whether to seek rehearing 
or clarification of the order.  If there is anything in it that disadvantages 
us, we should consider rehearing, particularly since it is a nearly certain 
that our friends at SoCal will file a nasty one. (It might be good for Steve 
H. or Bill or whoever has the best relationship with SoCal to make a high 
level courtesy call to extend the olive branch and tell them that we'll work 
with them to minimize their concerns blah blah blah.  At minimum, we'll 
probably learn if they do intend to seek rehearing)  

I see two things that may be worth seeking rehearing on:

1.  The requirement that we disclose our discount agreements in 15 days.  
FERC really punted this issue.  They say that "since the expansion capacity 
is fully subscribed we see no reason why Transwestern should not publicly 
disclose the agreements. . . . "  This is the first time I've heard of any 
rule that if your project is fully subscribed you therefore lose your right 
to confidential treatment of sensitive pricing info.  At minimum, we could 
argue that the requirement is arbitrary and capricious because FERC didn't 
even mention its normal regulations and procedures governing filing of 
discount reports.  It just cited the certificate regulation that requires an 
applicant to "file" its rate information with the Commission (which we did) 
and ignores the regulation (Sec. 284.7(c)(6)) that doesn't require a pipeline 
to publicly disclose its discounts until 15 days  after the close of the 
billing period to which the discount pertained.  The commercial people need 
to decide if we care about this issue--i.e., how upset will the customers 
with the high rates be when they learn about the low rates?    Also, Frank 
and Steve and Susan--since the order imposes a 15 day deadline on this issue, 
do we need to file for a stay first and then rehearing? 

2.  The ECS issue.  
I think we can work around this for the Gallup project, by filing a report 
describing the operational control TW has under the O & M agreement.   I've 
talked to Mark Knippa of ECS and he is running the idea by Courtney and will 
get back to me today.  My real worry is what the "operational control" 
requirement does to our future outsourcing/ monetization projects.  I think 
ECS and Hanover need to have operational control over the assets in our other 
deals (i.e., TW compressor monetization) in order for both of us to get the 
accounting treatment we need to monetize the forward revenue streams.  If we 
agree that TW will keep absolute operational control on this deal, FERC will 
use it as precedent when we come in with the TW compression deal.  Arthur 
Anderson will crap on the monetization part of that deal (which is, after 
all, the whole point of doing it) if TW retains too much control over the 
asset.  I'm not sure how to solve this yet, but lets all put some thought 
into it.  

3.  Any others???

I'll turf to MKM the question of whether we need to set up a meeting on this 
and when to chat.  DF