Joe, per our discussions, here are some items we want to be sure to 
cover/assign in our initial due diligence check list:

1. Purchase And Sale Agreement  preparation and negotiation (using Rodeo PSA 
as template since Equilon is already familiar with said document, which was 
highly negotiated).  This effort will include any needed side agreements.

2.  Review any "corporate" or "partnership" ownership issues affecting any 
pipelines or segments within the assets.

3.   Review of rights-of-way, easements, real property licenses, fees lands, 
leaseholds and other real property interests comprising the assets (explore 
possibility of obtaining help from ROW people within GPG).  Analysis must 
include right-to-assign and no-conversion- of- 
common-carrier-assets-to-private-use issues, as well as other standard 
issues, including telecommunication rights, etc.

4.   Physical inspection of real and personal property in the deal for 
safety/environmental/operating issues.

5.   Tariff/FERC/regulatory/property tax issues affecting the assets.  (Need 
to be sure that assets have been properly listed & reported to taxing 
authorities.  Need to "assume" existing tariffs where required.)

6.  HSR (antitrust)  and "shop closing" issues.  SEC disclosure issues, and 
relationship b/w Phoenix and Koch S-1.

7.  Employee/benefit/organized labor issues (three unions/collective 
bargaining agreements involved).

8.  Existing commercial contracts and "shipper" issues.  Any long-term or 
"out- of- the- money" situations?

9.  Any outstanding claims, assessments, levies, penalties,  protests or 
litigation (both environmental and non-environmental).

10. Completion of any remaining business due diligence needed to 
confirm/justify purchase price.

11.  Environmental review---with emphasis on "pricing" existing enviro 
matters we would be assuming/undertaking.

12.   UCC lien search and any bulk sales issues.


Of course, the list above is just for openers.  There are a number of things 
I have undoubtedly missed.  We have our standard check list that we use on 
these deals, and I know you will have a number of additional items you will 
want to include in the overall list.  We should probably compare notes on the 
initial master list before the "kick-off" meeting on 7/26.  Thanks.  SWD
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