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
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").
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").
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLCPacific Energy Partners Lp • July 19th, 2002 • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLC (the "Company"), dated as of , 2002, is entered into by Pacific Energy Partners, L.P., a Delaware limited partnership ("MLP"), as sole Member of the Company.
