0001047469-04-007810 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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.

AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PACIFIC ENERGY PARTNERS, L.P.
Pacific Energy Partners Lp • March 15th, 2004 • Crude petroleum & natural gas • Delaware

This Amendment No. 2 (this "Amendment No. 2") to the 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 (the "Partnership Agreement"), is entered into effective as of January 27, 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.

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