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information, plant property and right-of-way files, regulatory compliance files,
contract files, and copies of computer spreadsheets used for accounting and
allocations, but excluding tax records, computer tapes and disks, computer
programs, and any documents covered by the attorney-client communication or
attorney work product privileges, and any data or information that Seller
reasonably considers proprietary or confidential in nature or which is subject
to third-party restrictions (the "SELLER PLANT RECORDS").

  1.2  Retained Assets.  The Assets to be conveyed to Buyers do not include any
items which are not described in Section 1.1, including, without limitation, the
following property:

      1.2.1   Intellectual Property.  Except to the extent licensed to Buyers
pursuant to this Agreement, all of Seller's intellectual property used in
developing or operating the Assets, including without limitation proprietary
computer software, patents, trade secrets, copyrights, names, marks and logos,
all of which Buyers will remove as soon as possible, but not later than 90 days,
after Closing;

      1.2.2 Records. Any of Seller's corporate, financial and accounting and tax
records, legal files, electronic records and computer programs, except that
Seller will provide Buyers with copies of any tax records that are necessary for
Buyer's ownership, administration or operation of the Assets;

      1.2.3 Confidential Information. Notwithstanding any other provision of
this Agreement to the contrary, any records or data that Seller reasonably
considers proprietary or confidential (including without limitation employee
information), or which Seller cannot provide to Buyer because of third-party
restrictions;

      1.2.4 Specific Seller Assets. The assets and items constituting or related
to the Plants, Plant Facilities and Pipelines that are listed in Exhibit A-
Texas, Schedule 7 and Exhibit A-Oklahoma, Schedule 7; and

      1.2.5    Office Buildings/Rented Space.  All of Seller's leased office
space and the contents thereof in Tulsa, Oklahoma and Houston, Texas, as well as
any owned or leased office space in Schleicher County, Texas (the Eldorado
office), other than that which is located on the plant site.

      1.2.6    Cash.  Subject to Section 2.2 hereof, all of Seller's cash.

      1.2.7    Accounts Receivable.  All of Seller's accounts receivables
relating to operations prior to the Effective Date.

      1.2.8    Tax Refunds.  Any tax refunds due to Seller pertaining to any
period prior to the Effective Date.

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