ALJ/KJB/avs Mailed 9/11/2006

Decision 06-09-017 September 7, 2006

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Joint Application of Pacific Pipeline System LLC, Plains All American Pipeline, L.P., and LB Pacific, L.P., for Authorization Pursuant to Public Utilities Code Section 854(a) for Transfer of Control of Pacific Pipeline System, LLC from LB Pacific, LP to Plains All American Pipeline, L.P.	Application 06-06-023 (Filed June 23, 2006)
Joint Application of Pacific Terminals LLC, Plains All American Pipeline, L.P., and LB Pacific, LP, for Authorization Pursuant to Public Utilities Code Section 854(a) for Transfer of Control of Pacific Terminals LLC from LB Pacific, LP to Plains All American Pipeline, L.P.	Application 06-06-024 (Filed June 24, 2006)

DECISION GRANTING CONSOLIDATED APPLICATIONS

Summary

In this decision, we grant the consolidated joint applications of Pacific Pipeline System, LLC (Pacific Pipeline), Pacific Terminals, LLC (Pacific Terminals), Plains All American Pipeline, L.P. (Plains) and LB Pacific, LP (LB Pacific) for authorization pursuant to Pub. Util. Code § 854(a) to transfer control of Pacific Pipeline and Pacific Terminals to Plains. Although the structure of the proposed transaction is complex, the end result is straightforward. Pacific Pipeline and Pacific Terminals are indirectly controlled by LB Pacific, a Lehman Brothers investment partnership. After consummation of the transactions we authorize today, Plains will indirectly control Pacific Pipeline and Pacific Terminals. The ownership change will have no effects on the business or operations of Pacific Pipeline or Pacific Terminals and no environmental impacts.