Exhibit 10.2

FIRST AMENDMENT TO CREDIT AGREEMENT

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.

W I T N E S S E T H:

WHEREAS, Borrower, Pacific Energy Partners, Administrative Agent, Syndication Agent, Co-Documentation Agents, Arrangers and the lenders party thereto
("Lenders") have entered into that certain Credit Agreement dated as of July 19, 2002 (the "Original Agreement") for the purpose and consideration therein expressed, whereby Lenders became
obligated to make loans to Borrower as therein provided; and

WHEREAS,
Borrower, Pacific Energy Partners, Administrative Agent, Syndication Agent, Co-Documentation Agent, Arrangers and Lenders desire to amend the Original Agreement for
the purposes expressed herein;

NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement and in consideration of the loans and other credit
that may hereafter be extended by Lenders to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

ARTICLE I.
Definitions and References

Section 1.1.Terms Defined in the Original Agreement. Unless the context otherwise requires or unless
otherwise expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this First Amendment.

ARTICLE II.
Amendments to Original Agreement

Section 2.1.Guaranties of Subsidiaries. Subsection (b) of Section 6.13 of the
Original Agreement is hereby amended in its entirety to read as follows:



Section 2.2. Agreement to Deliver Security Documents. Subsection (b) of Section 6.16 of the Original Agreement is
hereby amended in its entirety to read as follows:



ARTICLE III.
Conditions of Effectiveness

Section 3.1.Effective Date. This First Amendment shall become effective as of the date first above written
when, and only when Agent shall have received, at Agent's office a counterpart of this First Amendment executed and delivered by Borrower and Majority Lenders.

ARTICLE IV.
Representations and Warranties

Section 4.1.Representations and Warranties of Borrower. In order to induce Agent and Majority Lenders to
enter into this First Amendment, Borrower represents and warrants to each Lender that:



ARTICLE V.
Miscellaneous

Section 5.1.Ratification of Agreements. The Original Agreement as hereby amended is hereby ratified and
confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and
effectiveness of this First Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lenders or Agent under the Credit Agreement, the Notes, or
any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

Section 5.2.Survival of Agreements. All representations, warranties, covenants and agreements of Borrower herein shall survive the
execution and delivery of this First Amendment and the performance hereof, and shall further survive until all of the Obligations are paid in full. All statements and agreements contained in any
certificate or instrument delivered by any Restricted Person hereunder or under the Credit Agreement to Agent or any Lender shall be deemed to constitute representations and warranties by, and
agreements and covenants of, Borrower under this First Amendment and under the Credit Agreement.

Section 5.3.Loan Documents. This First Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan
Documents apply hereto.

Section 5.4.Governing Law. This First Amendment shall be governed by and construed in accordance with the laws applicable to the
Credit Agreement.

Section 5.5.Counterparts. This First Amendment may be separately executed in counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to constitute one and the same First Amendment.

THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.]



IN
WITNESS WHEREOF, this Agreement is executed as of the date first written above.

|BORROWER: |  | PACIFIC ENERGY GROUP LLC
|--------- |  | ------------------------
|          |  | By:                     

|PACIFIC ENERGY PARTNERS: |  | PACIFIC ENERGY PARTNERS, L.P.
|------------------------ |  | -----------------------------
|                         |  | By:                          
|                         |  |                              

| |  | FLEET NATIONAL BANK,
Administrative Agent, LC Issuer and a Lender
| |  | -----------------------------------------------------------------
| |  | By:                                                              
| |  | FLEET SECURITIES, INC.,
Co-Lead Arranger and Co-Book Manager     
| |  | By:                                                              



CONSENT AND AGREEMENT

The undersigned each hereby consents to the provisions of this First Amendment and the transactions contemplated herein and hereby ratifies and confirms the
Guaranty dated as of July 19, 2002, made by it favor of FLEET NATIONAL BANK, as administrative agent, and agree that its obligations and covenants thereunder are unimpaired hereby and shall
remain in full force and effect.

| |  | PACIFIC MARKETING &
TRANSPORTATION LLC
| |  | --------------------------------------
| |  | By:                                   
| |  | ROCKY MOUNTAIN PIPELINE SYSTEM LLC    
| |  | By:                                   
| |  | ANSCHUTZ RANCH EAST PIPELINE LLC      
| |  | By:                                   
| |  | RANCH PIPELINE LLC                    
| |  | By:                                   



CONSENT AND AGREEMENT

The undersigned hereby consents to the provisions of this First Amendment and the transactions contemplated herein and hereby ratifies and confirms the Guaranty
dated as of July 19, 2002, made by it in favor of FLEET NATIONAL BANK, as administrative agent (in such capacity, and agrees that its obligations and covenants thereunder are unimpaired hereby
and shall remain in full force and effect.

| |  | PACIFIC ENERGY PARTNERS, L.P.                   
| |  | ------------------------------------------------
| |  | By: PACIFIC ENERGY GP, INC.,
its general partner
| |  | By:                                             



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