Pacific Energy Partners Lp Sample Contracts

Pacific Energy Partners Lp – Summary of Amendment to Annual Incentive Compensation Plan and Severance Plan (August 8th, 2006)

On June 11, 2006, the Board of Directors (the “Board”) of Pacific Energy Management LLC, a Delaware limited liability company (“PPX General Partner Holdco”), which manages Pacific Energy Partners, L.P., a Delaware limited liability partnership (the “Partnership”), in its capacity as the general partner of the Partnership’s general partner, modified (subject to the condition described below) the Partnership’s Annual Incentive Compensation Plan (the “Incentive Plan”) for 2006 and (if applicable) 2007. Previously, the Board had approved 2006 performance standards and criteria under the Incentive Plan that followed the same general structure as the 2005 Annual Incentive Plan Summary, originally filed with the Securities and Exchange Commission as Exhibit 10.1 to the Partnership’s Form 8-K filed June 24, 2005.

Pacific Energy Partners Lp – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (July 20th, 2006)

This First Amendment to Agreement and Plan of Merger is made as of this 19th day of July, 2006 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, and Plains All American GP LLC, a Delaware limited liability company. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

Pacific Energy Partners Lp – PURCHASE AGREEMENT dated as of June 11, 2006 by and between PLAINS ALL AMERICAN PIPELINE L.P. and LB PACIFIC, LP (June 13th, 2006)

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”).

Pacific Energy Partners Lp – 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, LP (June 13th, 2006)

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”).

Pacific Energy Partners Lp – FOR IMMEDIATE RELEASE Plains All American Enters Into Definitive Agreements To Acquire Pacific Energy Partners, L.P. (June 12th, 2006)

(Houston — June 12, 2006) Plains All American Pipeline, L.P. (NYSE: PAA) announced today that it has executed definitive agreements to acquire Pacific Energy Partners, L.P. (NYSE: PPX). The total value of the transaction is approximately $2.4 billion, including the assumption of debt and estimated transaction costs, and is expected to close near the end of 2006. The boards of directors of Plains All American Pipeline and Pacific Energy Partners have each approved the terms of the proposed transaction. The completion of the acquisition is subject to the approval of the unitholders of Plains All American and Pacific Energy as well as customary regulatory approvals, including reviews under the Hart-Scott-Rodino Antitrust Improvements Act, and the approvals of certain state utility commissions and Canadian regulatory agencies.

Pacific Energy Partners Lp – Executive compensation package approved on May 2, 2006 (May 8th, 2006)

On May 2, 2006, the Compensation Committee of the Board of Directors of Pacific Energy Management LLC (“PEM”), the general partner of the general partner of Pacific Energy Partners, L.P. (“Pacific”) approved the base salaries, effective April 1, 2006 for the Chief Executive Officer and four most highly compensated executive officers of PEM, listed below.

Pacific Energy Partners Lp – Manager, Investor Relations News Release 562/728-2881 (FAX) JShigei@PacificEnergy.com New York Stock Exchange (PPX) (April 17th, 2006)

Long Beach, California, April 13, 2006….Pacific Energy Partners, L.P. (NYSE:PPX) (“Pacific Energy”) announced that Irvin Toole, Jr., President and Chief Executive Officer of its general partner, has decided to retire after almost 40 years of service in the oil pipeline industry. His retirement will occur later this year following the naming of his successor and an appropriate transition period. Russell Reynolds Associates, Inc. has been retained to conduct a search for Mr. Toole’s successor, and they are currently interviewing both external and internal candidates.

Pacific Energy Partners Lp – CREDIT AGREEMENT (October 6th, 2005)

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.

Pacific Energy Partners Lp – PACIFIC ENERGY PARTNERS, L.P., PACIFIC ENERGY FINANCE CORPORATION AND THE GUARANTORS NAMED ON THE SIGNATURE PAGE HEREOF (September 28th, 2005)

This Indenture, dated as of September 23, 2005, is 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 page hereof (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

Pacific Energy Partners Lp – REGISTRATION RIGHTS AGREEMENT AMONG PACIFIC ENERGY PARTNERS, L. P., PACIFIC ENERGY FINANCE CORPORATION, THE GUARANTORS AND THE INITIAL PURCHASERS 6 ¼ % Senior Notes due 2015 Dated: September 23, 2005 (September 28th, 2005)

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

Pacific Energy Partners Lp – PACIFIC ENERGY PARTNERS, L.P. 4,550,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (September 9th, 2005)

Lehman Brothers Inc. Citigroup Global Markets Inc. UBS Securities LLC Wachovia Capital Markets, LLC A.G. Edwards & Sons, Inc. RBC Capital Markets Corporation Raymond James and Associates, Inc. KeyBanc Capital Markets, a division of McDonald Investments Inc.

Pacific Energy Partners Lp – [Vinson & Elkins L.L.P. Letterhead] (September 9th, 2005)

We have acted as counsel to Pacific Energy Partners, L.P., a Delaware limited partnership (the "Partnership"), Pacific Energy GP, LP, a Delaware limited partnership and the general partner of the Partnership ("GP LP") and Pacific Energy Management LLC, a Delaware limited liability company, the general partner of GP LP ("PEM"), in connection with the offering and sale (the "Offering") by the Partnership of up to 5,232,500 common units representing limited partner interests in the Partnership (the "Common Units") pursuant to the Underwriting Agreement dated September 8, 2005 by and among the Partnership, Pacific Energy Group LLC, a Delaware limited liability company ("PEG"), PEG Canada GP LLC, a Delaware limited liability company, PEG Canada, L.P., a Delaware limited partnership, and the underwriters named on Schedule I thereto (the "Underwriting Agreement"). We participated in the preparation of the registration statement on Form S-3 (SEC File Nos.: 333-107609, 333-107609-01, 333-107609

Pacific Energy Partners Lp – PACIFIC ENERGY GP, LP (FORMERLY PACIFIC ENERGY GP, INC.) BALANCE SHEET June 30, 2005 (in thousands) (Unaudited) (September 6th, 2005)
Pacific Energy Partners Lp – PACIFIC ENERGY GP, LP (FORMERLY PACIFIC ENERGY GP, INC.) BALANCE SHEET December 31, 2004 (in thousands) (September 6th, 2005)
Pacific Energy Partners Lp – Manager, Investor Relations 562/728-2871 562/728-2881 (FAX) News Release aharris@PacificEnergy.com New York Stock Exchange (PPX) (August 12th, 2005)

Long Beach, California, August 9, 2005………Pacific Energy Partners, L.P. (NYSE:PPX) (“Pacific Energy”) announced today that it has entered into an agreement for the private placement of approximately 4,300,000 common units to purchasers including Tortoise Capital Advisors, LLC, Kayne Anderson Energy Total Return Fund, Fiduciary Asset Management, Swank Advisors, LLC, and Strome Investment Management, LP. The units will be sold at a price of $30.75 per common unit, which was based on market conditions in mid-July 2005. Should the closing of the private placement be delayed beyond the record date for the cash distributions to Pacific Energy’s common unitholders in respect of the third quarter of 2005, the price is subject to a downward adjustment in the amount of the cash distribution.

Pacific Energy Partners Lp – COMMON UNIT PURCHASE AGREEMENT by and among PACIFIC ENERGY PARTNERS, L.P. and THE PURCHASERS NAMED HEREIN (August 12th, 2005)

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”).

Pacific Energy Partners Lp – SALE AND PURCHASE AGREEMENT (August 4th, 2005)

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”.

Pacific Energy Partners Lp – 2005 Annual Incentive Plan Summary (June 27th, 2005)

The Partnership's Annual Incentive Compensation Plan ("Plan") was adopted by its general partner in 2002 in order to improve overall performance of the Partnership by motivating its employees to collectively produce outstanding results, encourage superior performance, increase productivity, and aid in attracting and retaining key employees. All employees of the Partnership's managing general partner and its affiliates are eligible for participation in the Plan. Pursuant to the terms of the Plan, performance measures and targets are to be established on an annual basis for determining the bonus amounts to be paid in accordance with the Plan. The Board of Directors has, for calendar year 2005, established performance categories, including business unit and total company financial objectives, operational performance criteria, and personal productivity goals. In addition, a threshold has been established below which no incentive for the Financial Objectives component will be paid. The 2005

Pacific Energy Partners Lp – Contact: Aubrye Harris Manager, Investor Relations 562/728-2871 562/728-2881 (FAX) aharris@PacificEnergy.com News Release (April 19th, 2005)

Long Beach, California, April 18, 2005…Pacific Energy Partners, L.P. ("Pacific Energy") (NYSE:PPX) reported that plans for the temporary repair of Line 63, owned by its subsidiary, Pacific Pipeline System LLC ("PPS"), have been approved by the necessary agencies and that repair work will begin immediately.

Pacific Energy Partners Lp – Manager, Investor Relations News Release 562/728-2881 (FAX) aharris@PacificEnergy.com New York Stock Exchange (PPX) (April 13th, 2005)

Long Beach, California, April 6, 2005….Pacific Energy Partners, L.P. (NYSE:PPX) announced that Timothy H. Day has been appointed a member of the board of directors effective today.

Pacific Energy Partners Lp – Contact: Aubrye Harris News Release (March 30th, 2005)

Long Beach, California, March 23, 2005….Pacific Energy Partners, L.P. (NYSE:PPX) reported that at approximately 1:10 pm today, its operations control center in Long Beach, California became aware of an oil release on its Line 63 pipeline from Bakersfield to Los Angeles. The pipeline is owned by Pipeline System LLC (“PPS”), a wholly owned subsidiary of Pacific Energy. The location of the release was approximately one mile east of Interstate 5, south of the Vista Del Lago exit, in northern Los Angeles County.

Pacific Energy Partners Lp – Contact: Aubrye Harris News Release (March 30th, 2005)

Long Beach, California, March 24, 2005….Pacific Energy Partners, L.P. (NYSE:PPX) reported that the crude oil release on its Line 63, caused by a landslide, in northern Los Angeles county at Pyramid Lake, was fully contained on Wednesday evening and remains contained. Line 63 is owned by Pacific Pipeline System, LLC (“PPS”), a wholly owned subsidiary of Pacific Energy. The total volume released is estimated at approximately 3,000 barrels (126,000 gallons).

Pacific Energy Partners Lp – FIFTH AMENDMENT TO CREDIT AGREEMENT (March 15th, 2005)

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.

Pacific Energy Partners Lp – FIRST AMENDING AGREEMENT (March 15th, 2005)

RANGELAND PIPELINE COMPANY, an unlimited liability company existing under the laws of the Province of Nova Scotia (hereinafter referred to as the "Borrower"),

Pacific Energy Partners Lp – CONSULTING AGREEMENT (March 15th, 2005)

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").

Pacific Energy Partners Lp – SPECIAL AGREEMENT (March 15th, 2005)

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").

Pacific Energy Partners Lp – FIRST AMENDMENT TO OMNIBUS AGREEMENT (March 9th, 2005)

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").

Pacific Energy Partners Lp – 71/8% SENIOR NOTES DUE 2014 (March 9th, 2005)

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").

Pacific Energy Partners Lp – ANCILLARY AGREEMENT (November 3rd, 2004)

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”).

Pacific Energy Partners Lp – INDEX TO FINANCIAL STATEMENTS (September 1st, 2004)
Pacific Energy Partners Lp – 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, 2004 (August 9th, 2004)

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

Pacific Energy Partners Lp – FOURTH AMENDMENT TO CREDIT AGREEMENT (August 9th, 2004)

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.

Pacific Energy Partners Lp – 71/8 % SENIOR NOTES DUE 2014 (August 9th, 2004)

This Indenture, dated as of June 16, 2004, is 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 page hereof (each, a "Guarantor" and, collectively, the "Guarantors") and Wells Fargo Bank, National Association, a New York banking corporation, as trustee (the "Trustee").

Pacific Energy Partners Lp – AGREEMENT OF PURCHASE AND SALE (July 15th, 2004)

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")

Pacific Energy Partners Lp – THIRD AMENDMENT TO CREDIT AGREEMENT (May 26th, 2004)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called the “Third Amendment”) made as of the 23rd day of April, 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.