0001047469-05-005912 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 3, 2005 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee
First 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").

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FIRST AMENDMENT TO OMNIBUS AGREEMENT
Omnibus 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").

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