REGISTRATION RIGHTS AGREEMENT AMONG PACIFIC ENERGY PARTNERS, L. P., PACIFIC ENERGY FINANCE CORPORATION, THE GUARANTORS AND THE INITIAL PURCHASERS 71/8% Senior Notes due 2014 Dated: June 16, 2004Registration Rights Agreement • August 9th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
Pacific Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Pacific Energy Finance Corporation, a Delaware corporation ("Finance Corp." and together with the Partnership, the "Issuers"), and the Guarantors listed on the signature page hereto (the "Guarantors"), propose to issue and sell to you (the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated June 10, 2004 (the "Purchase Agreement"), $250,000,000 aggregate principal amount of their 71/8% Senior Notes due 2014 (the "Initial Securities"). The Initial Securities will be issued pursuant to an Indenture, to be dated as of the date hereof (the "Indenture"), among the Issuers, the Guarantors and Wells Fargo Bank, N.A. as trustee (the "Trustee"). The Issuers and the Guarantors are collectively referred to herein as the "Company." To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Issuers agree with the Initial Purchasers, for the benefit
PURCHASE AGREEMENTPurchase Agreement • March 31st, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC ENERGY PARTNERS, L.P.Pacific Energy Partners Lp • September 5th, 2002 • Crude petroleum & natural gas • Delaware
This FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC ENERGY PARTNERS, L.P., dated as of July 26, 2002, is entered into by and between Pacific Energy GP, Inc., a Delaware corporation, as the General Partner, and The Anschutz Corporation, a Kansas corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Execution] CREDIT AGREEMENT PACIFIC ENERGY GROUP LLC, as Borrower, PACIFIC ENERGY PARTNERS, L.P. as Guarantor, FLEET NATIONAL BANK, as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, FORTIS CAPITAL CORP., and THE BANK OF...Credit Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2003 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Colorado
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of November, 2002 by and between Pacific Energy GP, Inc., a Delaware corporation, having its principal executive offices in Long Beach, California (the "Company") and Gerald A. Tywoniuk, residing at Englewood, Colorado (the "Executive").
REGISTRATION RIGHTS AGREEMENT AMONG PACIFIC ENERGY PARTNERS, L. P., PACIFIC ENERGY FINANCE CORPORATION, THE GUARANTORS AND THE INITIAL PURCHASERS Dated: September 23, 2005Registration Rights Agreement • September 28th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
Pacific Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), Pacific Energy Finance Corporation, a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”), and the Guarantors listed on the signature page hereto (the “Guarantors”), propose to issue and sell to you (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated September 15, 2005 (the “Purchase Agreement”), $150,000,000 aggregate principal amount of their 6 ¼ % Senior Notes due 2015 (the “Initial Securities”). The Initial Securities will be issued pursuant to an Indenture, to be dated as of the date hereof (the “Indenture”), among the Issuers, the Guarantors and Wells Fargo Bank, N.A. as trustee (the “Trustee”). The Issuers and the Guarantors are collectively referred to herein as the “Company.” To satisfy a condition to the obligations of the Initial Purchasers under the Purchase Agreement, the Issuers agree with the Initial Purchasers, for the ben
CREDIT AGREEMENTCredit Agreement • October 6th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of September 30, 2005, among PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the “US Borrower”), RANGELAND PIPELINE COMPANY, a Nova Scotia unlimited liability company, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as US Administrative Agent, US L/C Issuer and US Swing Line Lender, BANK OF AMERICA, N.A., acting through its Canada Branch, as Canadian Administrative Agent, Canadian L/C Issuer and Canadian Swing Line Lender, LEHMAN COMMERCIAL PAPER INC., as Syndication Agent, BNP PARIBAS, CITICORP USA, INC., and WACHOVIA BANK, N.A., as Co-Documentation Agents.
JOINT FILING AGREEMENTJoint Filing Agreement • March 31st, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas
We, the signatories of the statement on Schedule 13D filed with respect to the Subordinated Units of Pacific Energy Partners, L.P., to which this Agreement is attached, hereby agree this 31st day of March, 2005, that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934.
AGREEMENT AND PLAN OF MERGER dated as of June 11, 2006 by and among PLAINS ALL AMERICAN PIPELINE L.P., PLAINS AAP, L.P., PLAINS ALL AMERICAN GP LLC, PACIFIC ENERGY PARTNERS, L.P., PACIFIC ENERGY MANAGEMENT LLC, and PACIFIC ENERGY GP, LPAgreement and Plan of Merger • June 13th, 2006 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 11, 2006 (the “Execution Date”), is entered into by and among Pacific Energy Partners, L.P., a Delaware limited partnership (“MLP”), Pacific Energy GP, LP, a Delaware limited partnership (“MLP General Partner”), Pacific Energy Management LLC, a Delaware limited liability company (“General Partner Holdco”), Plains All American Pipeline L.P., a Delaware limited partnership (“Buyer”), Plains AAP, L.P., a Delaware limited partnership (“Buyer General Partner”), and Plains All American GP LLC, a Delaware limited liability company (“Buyer GP Holdco”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLCLimited Liability Company Agreement • September 5th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLC (the "Company"), dated as of July 26, 2002, is entered into by Pacific Energy Partners, L.P., a Delaware limited partnership ("MLP"), as sole Member of the Company.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • August 4th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Texas
THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of July, 2005 (the “Effective Date”), by and among SUPPORT TERMINALS OPERATING PARTNERSHIP, L.P. (“STOP”), KANEB PIPE LINE OPERATING PARTNERSHIP, L.P. (“KPOP”), SHORE TERMINALS LLC (“Shore”), and PACIFIC ENERGY GROUP LLC, a Delaware limited liability company (“Purchaser”). STOP, KPOP and Shore are sometimes collectively referred to herein as “Sellers”.
PURCHASE AGREEMENT dated as of June 11, 2006 by and between PLAINS ALL AMERICAN PIPELINE L.P. and LB PACIFIC, LPPurchase Agreement • June 13th, 2006 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) dated as of June 11, 2006 (the “Execution Date”), is entered into by and between LB Pacific, LP, a Delaware limited partnership (“Seller”), and Plains All American Pipeline L.P., a Delaware limited partnership (“Buyer”).
CREDIT AGREEMENTCredit Agreement • September 5th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT is made as of July 19, 2002, by and among PACIFIC ENERGY GROUP LLC ("Borrower"), a Delaware limited liability company, PACIFIC ENERGY PARTNERS, L.P. ("Pacific Energy Partners"), a Delaware limited partnership, and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), U.S. BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, "Syndication Agent"), FORTIS CAPITAL CORP. and THE BANK OF NOVA SCOTIA, as co-documentation agents (in such capacity, "Co-Documentation Agents"), FLEET SECURITIES, INC. and U.S. BANK NATIONAL ASSOCIATION, as co-arrangers and co-book managers (in such capacity, "Arrangers") and the Lenders referred to below.
FORM OF CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • May 17th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution and Conveyance Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among ANSCHUTZ RANCH EAST PIPELINE, INC., a Utah corporation ("Ranch East"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PPS HOLDING COMPANY, a Delaware Corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc.") PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG"), ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company ("Rocky Mountain LLC"), PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company ("PPS"), and RANCH PIPELINE LLC, a Delaware limited liability company ("Frontier LLC").
FORM OF CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution and Conveyance Agreement (this "Agreement") dated , 2002 and effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among, ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc.") PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG"), ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company ("Rocky Mountain LLC"), PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company ("PPS"), and RANCH PIPELINE LLC, a Delaware limited liability company ("Frontier LLC").
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 9th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (herein called the "Fourth Amendment") dated as of the 28th day of May, 2004, by and among PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("Borrower"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership ("Pacific Energy Partners"), and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), and the Lenders referred to below.
SPECIAL AGREEMENTSpecial Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Colorado
This Special Agreement (the "Agreement") is entered into on March 3, 2005 (the "Effective Date") between Douglas L. Polson, a resident of Douglas County, Colorado (the "Executive"), and Pacific Energy Management LLC, a Delaware limited liability company (the "Company").
FIRST AMENDED AND RESTATED OPERATING AGREEMENT OF PACIFIC ENERGY GROUP LLCOperating Agreement • March 22nd, 2002 • Pacific Energy Partners Lp • Delaware
THIS FIRST AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") is entered into as of March 22, 2002 by PPS Holding Company, a Delaware corporation, as the Sole Member, (together with its successors and assigns, the "Member") of Pacific Energy Group LLC (the "Company"), a limited liability company organized under the Delaware Limited Liability Company Act (as amended from time to time, the "Act").
AMENDMENT NO. 3 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC ENERGY PARTNERS, L.P.Pacific Energy Partners Lp • May 5th, 2004 • Crude petroleum & natural gas • Delaware
This Amendment No. 3 (this "Amendment No. 3") to First Amended and Restated Agreement of Limited Partnership of Pacific Energy Partners, L.P. (the "Partnership"), as amended by Amendment No. 1, effective as of August 1, 2003 and Amendment No. 2, effective as of January 27, 2004 (the "Partnership Agreement"), is entered into effective as of March 26, 2004, by Pacific Energy GP, Inc., a Delaware corporation, as general partner of the Partnership (the "General Partner"). Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
COMMON UNIT PURCHASE AGREEMENT by and among PACIFIC ENERGY PARTNERS, L.P. and THE PURCHASERS NAMED HEREINCommon Unit Purchase Agreement • August 12th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • New York
This COMMON UNIT PURCHASE AGREEMENT, dated as of August 8, 2005 (this “Agreement”), is by and among PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (“Pacific”) and each of the purchasers listed on Schedule 2.02 hereof (each a “Purchaser” and collectively, the “Purchasers”).
FIRST AMENDING AGREEMENTAmending Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Alberta
RANGELAND PIPELINE COMPANY, an unlimited liability company existing under the laws of the Province of Nova Scotia (hereinafter referred to as the "Borrower"),
FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 3, 2005 WELLS FARGO BANK, NATIONAL ASSOCIATION, TrusteeFirst Supplemental Indenture • March 9th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas
This FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of March 3, 2005, is by and among Pacific Energy Partners, L.P., a Delaware limited partnership (the "Company"), Pacific Energy Finance Corporation, a Delaware corporation ("Finance Corp." and, together with the Company, the "Issuers"), the guarantors listed on the signature pages hereof (each, a "Guarantor" and, collectively, the "Guarantors"), and Wells Fargo Bank, National Association, as trustee (the "Trustee").
FORM OF CONTRIBUTION AGREEMENTAssignment and Assumption Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this "Agreement") dated July , 2002 is entered into by and among PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc."), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").
ANCILLARY AGREEMENTAncillary Agreement • November 3rd, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
ANCILLARY AGREEMENT (this “Agreement”), dated as of October 29, 2004, by and among PPS Holding Company, a Delaware corporation (“Seller”), LB Pacific, LP, a Delaware limited partnership (“Buyer”), The Anschutz Corporation, a Kansas corporation (“TAC”), Pacific Energy Partners, L.P., a Delaware limited partnership (“Pacific LP”), and Pacific Energy GP, Inc., a Delaware corporation (“Pacific GP”).
AGREEMENT OF PURCHASE AND SALEPurchase and Sale • July 15th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Alberta
IMPERIAL OIL, a partnership of McCOLL-FRONTENAC PETROLEUM INC. and IMPERIAL OIL LIMITED, duly registered in all jurisdictions within Canada and having an office in Calgary, Alberta ("Vendor")
CDN. $100,000,000 REVOLVING CREDIT FACILITY CREDIT AGREEMENT BETWEEN RPC ACQUISITION COMPANY as Borrower AND ROYAL BANK OF CANADA, BANK OF AMERICA, N.A. CANADA BRANCH, BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, BNP PARIBAS (CANADA), CONGRESS FINANCIAL...Credit Agreement • May 26th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Alberta
RPC ACQUISITION COMPANY, an unlimited liability company under the laws of the Province of Nova Scotia (hereinafter sometimes referred to as the “Borrower”),
CONTRIBUTION AND CONVEYANCE AGREEMENT AMONG ANSCHUTZ RANCH EAST PIPELINE LLC PPS HOLDING COMPANY PACIFIC ENERGY GP, INC. PACIFIC ENERGY PARTNERS, L.P. PACIFIC ENERGY GROUP LLC ROCKY MOUNTAIN PIPELINE SYSTEM LLC PACIFIC PIPELINE SYSTEM LLC AND RANCH...Contribution and Conveyance Agreement • September 5th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution and Conveyance Agreement (this "Agreement") dated July 22, 2002 and effective as of 12:01 a.m. Eastern Standard Time on July 26, 2002 (the "Effective Time"), is entered into by and among, ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc.") PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG"), ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company ("Rocky Mountain LLC"), PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company ("PPS"), and RANCH PIPELINE LLC, a Delaware limited liability company ("Frontier LLC").
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (herein called the "Fifth Amendment") dated as of the 17th day of December, 2004, by and among PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("Borrower"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership ("Pacific Energy Partners"), and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), and the Lenders referred to below.
FIRST AMENDMENT TO OMNIBUS AGREEMENTOmnibus Agreement • March 9th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas
This First Amendment to Omnibus Agreement (this "Amendment") is entered into this 3rd day of March 2005 and shall be effective as of the Closing Date (defined below), by and among The Anschutz Corporation, a Kansas corporation ("TAC"), Pacific Energy GP, Inc., a Delaware corporation ("Pacific GP"), Pacific Energy Group LLC, a Delaware limited liability company ("PEG"), and Pacific Energy Partners, L.P., a Delaware limited partnership ("Pacific LP" and, collectively with TAC, Pacific GP and PEG, the "Parties").
CONTRIBUTION AND CONVEYANCE AGREEMENTContribution and Conveyance Agreement • June 20th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution and Conveyance Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among ANSCHUTZ RANCH EAST PIPELINE, INC., a Utah corporation ("Ranch East"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PPS HOLDING COMPANY, a Delaware ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc.") PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG"), ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company ("Rocky Mountain LLC"), PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company ("PPS"), and RANCH PIPELINE LLC, a Delaware limited liability company ("Frontier LLC").
CONSULTING AGREEMENTConsulting Agreement • March 15th, 2005 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Colorado
THIS CONSULTING AGREEMENT (the "Agreement") is entered into on March 3, 2005, (the "Start Date") by and between Pacific Energy Management LLC a Delaware limited liability company (the "Company"), and Douglas L. Polson, a resident of Douglas County, Colorado (the "Consultant").
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called the "First Amendment") made as of the 18 day of July, 2003, by and among PACIFIC ENERGY GROUP LLC ("Borrower"), a Delaware limited liability company, PACIFIC ENERGY PARTNERS, L.P. ("Pacific Energy Partners"), a Delaware limited partnership, and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), U.S. BANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, "Syndication Agent"), FORTIS CAPITAL CORP. and THE BANK OF NOVA SCOTIA, as co-documentation agents (in such capacity, "Co-Documentation Agents"), FLEET SECURITIES, INC. and U.S. BANK NATIONAL ASSOCIATION, as co-arrangers and co-book managers (in such capacity, "Arrangers") and the Lenders referred to below.
FORM OF OMNIBUS AGREEMENT among THE ANSCHUTZ CORPORATION PACIFIC ENERGY GP, INC. PACIFIC ENERGY GROUP LLC and PACIFIC ENERGY PARTNERS, L.P.Omnibus Agreement • May 17th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date, among The Anschutz Corporation, a Kansas corporation ("Anschutz"), Pacific Energy GP, Inc., a Delaware corporation (including any permitted successors and assigns under the MLP Agreement (as defined herein), the "General Partner"), for itself and on behalf of the MLP in its capacity as general partner, Pacific Energy Group LLC, a Delaware limited liability company (the "OLLC"), and Pacific Energy Partners, L.P., a Delaware limited partnership (the "MLP").
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2004 • Pacific Energy Partners Lp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called the "Second Amendment") made as of the 12th day of December, 2003, by and among PACIFIC ENERGY GROUP LLC ("Borrower"), a Delaware limited liability company, PACIFIC ENERGY PARTNERS, L.P. ("Pacific Energy Partners"), a Delaware limited partnership, and FLEET NATIONAL BANK, as administrative agent (in such capacity, "Administrative Agent"), and the Lenders referred to below.
FORM OF CONTRIBUTION AGREEMENTForm of Contribution Agreement • May 17th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware
This Contribution Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc."), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").
