Exhibit 4.3

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

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PACIFIC ENERGY PARTNERS, L.P.
(a Delaware limited partnership)

PACIFIC
ENERGY FINANCE CORPORATION
(a Delaware corporation)

$250,000,000
71/8% Senior Subordinated Notes due 2014

REGISTRATION
RIGHTS AGREEMENT

June 16,
2004

LEHMAN BROTHERS INC.
BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
BNP PARIBAS SECURITIES CORP.
SCOTIA CAPITAL (USA) INC.
WACHOVIA CAPITAL MARKET, LLC

c/oLEHMAN BROTHERS INC. 745 Seventh Avenue
New York, New York 10019

Dear
Sirs:

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 of the Initial Purchasers and the subsequent holders of the Securities (as defined below) (collectively the
"Holders"), as follows:

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If
the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will
become

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a
binding agreement among the several Initial Purchasers and the Company in accordance with its terms.

| |  | Very truly yours,                 
| |  | ----------------------------------
| |  | PACIFIC ENERGY PARTNERS, L.P.     
| |  | By:                               
| |  |                                   
| |  | PACIFIC ENERGY FINANCE CORPORATION
| |  |                                   
| |  | PACIFIC ENERGY GP, INC.           
| |  |                                   
| |  | PACIFIC ENERGY GROUP LLC          
| |  | By:                               
| |  |                                   
| |  |                                   
| |  | PEG CANADA GP LLC                 
| |  | By:                               
| |  |                                   
| |  |                                   
| |  | PEG CANADA, L.P.                  
| |  | By:                               
| |  |                                   
| |  |                                   

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| |  | ROCKY MOUNTAIN PIPELINE SYSTEM LLC      
| |  | ----------------------------------------
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  |                                         
| |  | RANCH PIPELINE LLC                      
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  |                                         
| |  | PACIFIC MARKETING AND TRANSPORTATION LLC
| |  | By:                                     
| |  |                                         
| |  |                                         
| |  |                                         

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The
foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.

LEHMAN BROTHERS INC.
BANK OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
BNP PARIBAS SECURITIES CORP.
SCOTIA CAPITAL (USA) INC.
WACHOVIA CAPITAL MARKETS, LLC

|By: |  | LEHMAN BROTHERS INC., as Authorized Representative
|--- |  | --------------------------------------------------
|    |  | By:                                               

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ANNEX A

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of
Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities.
The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any
such resale. See "Plan of Distribution."

ANNEX B

Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See
"Plan of Distribution."

ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition,
until, 200  , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the
Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of
any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates
in a distribution of such Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission
or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For
a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the

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Securities)
other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.

ANNEX D

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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