exv4w17



 





Exhibit 4.17




PACIFIC ENERGY PARTNERS, L.P.




PACIFIC ENERGY FINANCE CORPORATION




And




the Guarantors named herein



 




7 1/8 % SENIOR NOTES DUE 2014



 



 




FORM OF SUPPLEMENTAL INDENTURE




AND AMENDMENT — SUBSIDIARY GUARANTEE




DATED AS OF SEPTEMBER 23, 2005



 




WELLS FARGO BANK, NATIONAL ASSOCIATION,




Trustee



 




 









 





     This SUPPLEMENTAL 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”), each of the parties identified under the caption “Guarantors” on the signature
page hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a New York
banking corporation, as Trustee.



RECITALS




     WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated
as of June 16, 2004 (the “Indenture”), pursuant to which the company has issued
$250,000,000 in aggregate principal amount of 7 1/8% Senior Notes due 2014 (the “Notes”);



     WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the
Trustee may amend or supplement the Indenture in order to comply with Section 4.13 or 10.03
thereof, without the consent of the Holders of the Notes; and



     WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the
Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have
been duly done and performed;



     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and
proportionate benefit of the respective Holders of the Notes as follows:



ARTICLE 1




     Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall
be deemed to form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.



     Section 1.02. This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of the Issuers, the Guarantors and the Trustee.



ARTICLE 2




     From this date, in accordance with Section 4.13 or 10.03 and by executing this Supplemental
Indenture, the Guarantors whose signatures appear below are subject to the provisions of the
Indenture to the extent provided for in Article 10 thereunder.



ARTICLE 3




     Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in
accordance with their terms with all capitalized terms used herein without definition having the
same respective meanings ascribed to them as in the Indenture.



 









 





     Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject
to all the terms and conditions set forth in the Indenture with the same force and effect as if
those terms and conditions were repeated at length herein and made applicable to the Trustee with
respect hereto.



     Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



     Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of such executed copies together shall represent the same
agreement.



[NEXT PAGE IS SIGNATURE PAGE]




 









 







     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.



	 	 	 	 	 
	 	 	PACIFIC ENERGY PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,

Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	PACIFIC ENERGY FINANCE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,

Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	PACIFIC ATLANTIC TERMINALS LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Group LLC,

its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partners, L.P.,
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,
Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	PACIFIC ENERGY GROUP LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partner, L.P.,
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner






 









 





	 	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,
Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	PEG CANADA GP LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partners, L.P.
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,
Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	PEG CANADA, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	PEG Canada GP LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President
Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	ROCKY MOUNTAIN PIPELINE SYSTEM LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Group LLC

its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partners, L.P.,
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,
Chief Financial Officer and Treasurer






 









 





	 	 	 	 	 
	 
	 	 	 	 
	 	 	RANCH PIPELINE LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Group LLC,

its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partners, L.P.,
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,
Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	PACIFIC MARKETING AND TRANSPORTATION LLC
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Group LLC,

its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Partners, L.P.,
its sole member
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy GP, LP,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	Pacific Energy Management LLC,

its general partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gerald A. Tywoniuk
	 

	 	 	 	 
	 

	 	 	 	Gerald A. Tywoniuk, Senior Vice President,

Chief Financial Officer and Treasurer
	 
	 	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Maddy Hall
	 

	 	 	 	 
	 

	 	 	 	Name: Maddy Hall

Title: Assistant Vice President