Assignment of Proceeding

Geoffrey F. Brown is the Assigned Commissioner and Karl J. Bemesderfer is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. Notice of this application appeared in the Commission's Daily Calendar of June 28, 2006.

2. Applicants seek approval pursuant to Pub. Util. Code § 854 of a sale of interests that will result in a change of control of Pacific Pipeline and Pacific Terminals.

3. Pacific Pipeline is a public utility corporation subject to the jurisdiction of this Commission.

4. Pacific Terminals is a public utility corporation subject to the jurisdiction of this Commission.

5. There will be no change in current services or rates provided by Pacific Pipeline or Pacific Terminals as a result of the change of control.

6. Plains has the management experience and financial strength necessary to acquire and successfully operate Pacific Pipeline and Pacific Terminals.

Conclusions of Law

1. The proposed change of control is not adverse to the public interest.

2. This proceeding is designated a ratesetting proceeding; no protests having been received, no hearing is necessary.

3. Since Applicants will be constructing no facilities, it can be seen with certainty that there will be no significant effect on the environment.

4. The application should be approved.

ORDER

IT IS ORDERED that:

1. Pacific Pipeline System LLC and its direct and indirect parent corporations are authorized pursuant to § 854 of the Public Utilities Code to enter into a sale of interests, as more fully described in the application and its exhibits, that will result in a change of control of Pacific Pipeline System LLC, subject to the terms and condition set forth in this order.

2. Pacific Terminals LLC and its direct and indirect parent corporations are authorized pursuant to § 854 of the Public Utilities Code to enter into a sale of interests, as more fully described in the application and its exhibits, that will result in a change of control of Pacific Terminals LLC, subject to the terms of and conditions set forth in this order.

3. Applicants shall notify the Director of the Commission's Energy Division in writing of the transfer of control, as authorized herein, within 10 days of the date of consummation of such transfer. A true copy of the instruments of transfer shall be attached to the notification.

4. Pacific Pipeline and Pacific Terminals shall make all books and records available for review and inspection upon Commission staff request.

5. The authority granted herein shall expire if not exercised within one year of the date of this order.

6. Applications (A.) 06-06-023 and A.06-06-024 are closed.

This order is effective today.

Dated September 7, 2006, at San Francisco, California.

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