Exhibit 10.3


 


THIRD AMENDMENT TO
CREDIT AGREEMENT


 


THIS THIRD AMENDMENT TO
CREDIT AGREEMENT (herein called the “Third Amendment”) made as of the 23rd day
of April, 2004, by and among PACIFIC ENERGY GROUP LLC, a Delaware limited
liability company (“Borrower”), PACIFIC ENERGY PARTNERS, L.P., a Delaware
limited partnership (“Pacific Energy Partners”), and FLEET NATIONAL BANK, as
administrative agent (in such capacity, “Administrative Agent”), and the
Lenders referred to below.


 


W I T N E S S E T
H:


 


WHEREAS, Borrower,
Pacific Energy Partners, Administrative Agent, the Syndication Agent,
Co-Documentation Agents, Arrangers party thereto and the lenders party thereto
(“Lenders”) have entered into that certain Credit Agreement dated as of
July 19, 2002, as amended by a First Amendment to Credit Agreement dated
July 18, 2003, and a Second Amendment to Credit Agreement dated
December 20, 2003 (as so amended, the “Original Agreement”) for the
purpose and consideration therein expressed, whereby Lenders became obligated
to extend credit to Borrower as therein provided;


 


WHEREAS, RMC Acquisition
Company, a Nova Scotia company and RPC Acquisition Company, a Nova Scotia
Company, each an indirect wholly owned subsidiary of Pacific Energy Partners
(collectively “Buyer”), have entered into a Share Purchase and Sale Agreement
(Rangeland Business Unit) (such agreement, in the form existing on the date
hereof, and as amended in compliance with Section 2.4 hereof, the “Share
Purchase Agreement”) with BP Canada Energy Company, a Nova Scotia company
(“Seller”), dated February 23, 2004, pursuant to which Seller intends to
sell to Buyer and Buyer intends to purchase from Seller all of the shares of
Rangeland Pipeline Company, a Nova Scotia company (“RPC”), Aurora Pipeline
Company Ltd., a Canadian corporation (“Aurora”), and Rangeland Marketing
Company”), a Nova Scotia company (“RMC”; RPC, Aurora and RMC collectively
called the “Canadian Companies”) for a base purchase price of $130,000,000
(Canadian dollars) plus the Line Fill and Product Inventory Amount specified
therein, plus or minus certain working capital and other adjustments specified
therein;


 


WHEREAS, Borrower and
Pacific Energy Partners have further notified Lenders that Pacific Energy
Partners has formed PEG Canada, L.P., a Delaware limited partnership (the
“Canadian Holding Company”) that holds the shares of the Buyer, that Buyer, the
Canadian Holding Company and PEG Canada GP LLC, a Delaware limited liability
company, its general partner, have been designated as Unrestricted Subsidiaries
pursuant to the terms of the Credit Agreement and that the Canadian Companies
will be designated as Unrestricted Subsidiaries pursuant to the Credit
Agreement;


 


WHEREAS, Borrower has
entered into a letter of intent with Imperial Oil Resources Limited relating to
the purchase of the Mid Alberta Pipeline in Alberta, Canada, which purchase
will be made by a Subsidiary of the Canadian Holding Company;


 

















 


WHEREAS, Borrower and
Pacific Energy Partners desire certain amendments be made to the Credit
Agreement; and


 


WHEREAS, Borrower,
Pacific Energy Partners, Administrative Agent, and Lenders party hereto 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 Third Amendment.


 


ARTICLE II. –
Amendments to Original Agreement


 


Section 2.1.                                   Definitions.


 


(a)                                  Section 1.1
of the Original Agreement is amended to add the following definitions:


 


“Canadian Subsidiaries”
means RMC Acquisition Company, a Nova Scotia company, RPC Acquisition Company,
a Nova Scotia company, Rangeland Pipeline Company, a Nova Scotia company,
Aurora Pipeline Company Ltd., a Canadian corporation, Rangeland Marketing
Company, a Nova Scotia company and any Subsidiary of any of them.


 


“Publicly Traded Note
Issuance Date” means the date of the initial issuance of Publicly Traded
Notes.


 


“Publicly Traded Notes”
means Indebtedness as described in Section 7.1(f).


 


“Share Purchase
Agreement” means the Share Purchase and Sale Agreement between BP Canada
Energy Company, RMC Acquisition Company and RPC Acquisition Company dated as of
February 23, 2004.


 


“Subsidiary Guarantor”
means each Subsidiary of Pacific Energy Partners that has executed a Guaranty
pursuant to the terms of Section 6.13(a) and, for the avoidance of doubt,
specifically excluding any Subsidiary of Pacific Energy Partners whose debt
obligation has been pledged to Administrative Agent to comply with the requirements
of Section 6.13(c) but that has not executed a Guaranty.


 


(b)                                 The
definition of “Consolidated EBITDA” in Section 1.1 of the Original
Agreement is hereby amended in its entirety to read as follows:


 


2

















 


“Consolidated EBITDA”
means, for any period, the sum of (1) the Consolidated Net Income during such
period, plus (2) all interest expense which was deducted in determining such
Consolidated Net Income for such period, plus (3) all income taxes (including
any franchise taxes to the extent based upon net income) which were deducted in
determining such Consolidated Net Income, plus (4) all depreciation,
amortization (including amortization of good will and debt issue costs) and
other non-cash charges (including any provision for the reduction in the
carrying value of assets recorded in accordance with GAAP, but excluding any
non-cash charges that constitute accrual of or reserve for future cash
payments) which were deducted in determining such Consolidated Net Income, plus
(5) cash receipts from Unrestricted Subsidiaries and from any equity method
investments to the extent provided below, minus (6) all non-cash items of
income which were included in determining such Consolidated Net Income.  Consolidated EBITDA shall not include (i)
any gain in excess of $1,000,000 in any Fiscal Year (to the extent of such
excess) from the sale of assets or any loss from the sale of assets, (ii) any
extraordinary gains or losses or (iii) any non-cash gains or losses resulting
from mark to market activity as a result of SFAS 133.  Cash receipts by Restricted Persons from Unrestricted
Subsidiaries and equity method investments shall be included in the
determination of Consolidated EBITDA only to the extent of (i) cash receipts
during such period of interest and management fees paid to Restricted Persons
and (ii) cash receipts during such period in respect of dividends or
distribution from earnings.


 


Section 2.2.                                   Agreement
to Deliver Security Documents. 
Section 6.16 of the Original Agreement is hereby amended to add the
following Subsection 6.16(d):


 


(d) Without limiting the
provisions of Section 6.16(a), prior to the Publicly Traded Note Issuance
Date, and then from time to time thereafter to the extent requested by
Administrative Agent in its sole and absolute discretion, Borrower and Pacific
Energy Partners agree to deliver and to cause each Subsidiary Guarantor to
deliver, to further secure the Obligations and any Lender Hedging Obligations,
deeds of trust, mortgages, pledge agreements, security agreements, financing
statements, continuation statements, extension agreements, acknowledgments, and
other Security Documents in form and substance reasonably satisfactory to
Administrative Agent, in each case for the purpose of granting, confirming,
protecting and perfecting Liens or security interests in any and all assets,
real, personal or mixed, tangible or intangible, now owned or hereafter
acquired by such Person, including Liens on Equity Interests in each other
Restricted Subsidiary now owned or hereafter acquired by any such Person;
provided that to the extent any such property or asset is not wholly owned by
such Person, Borrower and Pacific Energy Partners will and will cause such
Subsidiary Guarantor to use its best efforts to obtain any necessary consents
to the grant of such Liens or security interests where commercially reasonable
to do so.  Borrower also agrees to
deliver, whenever requested by Administrative Agent in its sole and absolute
discretion, favorable opinions from legal counsel acceptable to Administrative
Agent with respect to the enforceability of the Liens created by the Security
Documents, in a form and substance reasonably acceptable to the Administrative
Agent.


 


Section 2.3.                                   Subsidiaries;
Unrestricted Subsidiaries. 
Section 6.17of the Credit Agreement is hereby amended as follows:


 


(a) Section 6.17(c)
is amended by deleting from the last line thereof “$75,000,000” and
substituting in place thereof “the sum of (A) $100,000,000 plus (B) the initial
amount of the


 


3

















 


direct or indirect
Investment by Pacific Energy Partners in the Canadian Subsidiaries immediately
after the closing of the acquisitions under the Share Purchase Agreement plus
(C) the purchase price paid for the Mid Alberta Pipeline assets acquired from
Imperial Oil Resources Limited.”


 


(b) The following
sentence is added at the end of Section 6.17: “Pacific Energy Partners
(but not other Restricted Persons) may provide unsecured guaranties of trade
obligations (but not Indebtedness) of Unrestricted Subsidiaries from time to
time so long as the aggregate amount of such trade obligations (or the
specified limit of the applicable guaranties, if less) outstanding on any day
does not exceed the amount of additional Indebtedness that is available to be
incurred on such day under Section 7.1(g). Nothing contained herein will
be construed to prohibit the unsecured guaranty by Pacific Energy Partners (but
not other Restricted Persons) of indemnities and other liabilities arising
under the Share Purchase Agreement and similar indemnities and liabilities
arising under an agreement for the purchase of Mid Alberta Pipeline assets
acquired from Imperial Oil Resources Limited.”


 


Section 2.4.                                   Designation
and Conversion of Restricted and Unrestricted Subsidiaries.  Section 6.18 is hereby amended to add
the following Section (d) thereto:


 


“(d) Provided that no
Default or Event of Default shall have occurred and be continuing or would
exist after giving effect thereto, the provision of Section 6.18(b) that a
Subsidiary whose net earnings (or pro forma net earnings in the case of a newly
formed Subsidiary) as of the most recent Fiscal Quarter end prior to such
designation exceeded 10% of Consolidated net earnings of Pacific Energy
Partners may not be designated as an Unrestricted Subsidiary shall not be
applicable to (i) any Subsidiary incorporated under the laws of Canada or any
province thereof and whose assets are, in all material respects, in Canada,
(ii) any Subsidiary whose assets consist solely of equity interests of
Subsidiaries described in clause (i), and (iii) any Subsidiary whose assets
consist solely of the general partnership interests in the Subsidiary described
in clause (ii).”


 


Section 2.5.                                   Indebtedness.  Clause (f) of Section 7.1 of the
Original Agreement is hereby deleted and replaced with the following:


 


(f) Indebtedness
evidenced by senior or subordinated notes issued by Pacific Energy Partners or
Borrower, and guaranties thereof by one or more of Borrower and the Subsidiary
Guarantors; provided that (i) such Indebtedness is unsecured, (ii) such
notes are issued in a public offering under a registration statement, or are
issued to accredited institutional investors pursuant to Rule 144A or
Regulation S of the Securities Exchange Commission with a covenant to exchange
such notes for substantially identical notes offered under such a registration
statement (and the issuance of such registered notes upon such exchange shall
not be considered a new incurrence of Indebtedness under this
Section 7.1(f)), (iii) at the time of such issuance and after giving
effect thereto on a pro forma basis, Pacific Energy Partners and Borrower shall
comply with the requirements of Sections 7.10, 7.11, 7.12 and 7.15, (iv) no
principal amount of such Indebtedness matures earlier than two (2) years after
the later of the Revolving Loan Maturity Date or the Term Loan Maturity Date,
in each case as such dates exist as of the date of issuance of the notes, (v)
at the time of such issuance and after giving effect thereto, no Default or
Event of Default shall exist or would occur, (vi) Pacific Energy Partners and
Borrower shall


 


4

















 


have complied with and
caused each of the Subsidiary Guarantors to comply with Section 6.16(d),
and (vii) Pacific Energy Partners and Borrowers shall have delivered to the
Administrative Agent a certificate in reasonable detail reflecting compliance
with each of the forgoing requirements of this Section 7.1(f), including
calculations with supporting detail regarding each of the requirements of
Sections 7.10, 7.11, 7.12 and 7.15, together with such other evidence of
compliance with the forgoing requirements of this Section 7.1(f) as the
Administrative Agent may reasonably request; and


 


(g) Indebtedness of
Pacific Energy Partners, Borrower or a Subsidiary that is a Guarantor (without
duplicating amounts considered as Guaranty Obligations for the same
Indebtedness), other than specified under paragraphs (a) through (f) of this
Section 7.1 not to exceed in the aggregate a principal amount of
$40,000,000 at any one time outstanding.


 


Section 2.6.                                   Leverage
Ratio.  The first sentence of
Section 7.10 of the Original Agreement is hereby amended in its entirety
to read as follows:


 


“Section 7.10.                       Leverage
Ratio.  The ratio of (a)
Consolidated Funded Indebtedness to (b) Consolidated EBITDA for the four Fiscal
Quarter period most recently ended prior to the date of determination for which
financial statements contemplated by Section 6.2(a) or (b) are available
to Pacific Energy Partners will not be greater than:


 


(i) Prior to the Publicly
Traded Note Issuance Date, the amount set forth below for the applicable time
set forth below:


 




	
  (A)

  	
   

  	
  During an Acquisition
  Period:

  	
   

  	
  5.25 to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (B)

  	
   

  	
  Other than an
  Acquisition Period:

  	
   

  	
  4.25 to 1.0

  






 


and (ii) from and after
the Publicly Traded Note Issuance Date, 5.25 to 1.0.”


 


Section 2.7.                                   Senior
Debt Leverage Ratio.  The Original
Agreement is hereby amended to add the following Section 7.15:


 


“Section 7.15.                       Senior
Debt Leverage Ratio.  From and after
the Publicly Traded Note Issuance Date, the ratio of (a) Consolidated Funded
Indebtedness minus Publicly Traded Notes to (b) Consolidated EBITDA for the
four Fiscal Quarter period most recently ended prior to the date of
determination for which financial statements contemplated by
Section 6.2(a) or (b) are available to Pacific Energy Partners will not be
greater than 3.75 to 1.0.”


 


All references in the
Original Agreement to Section 7.12 shall be deemed to refer to
Section 7.12 and to Section 7.15.


 


Section 2.8.                                   Issuance
of Securities by Pacific Energy Partners. 
Section 7.4 of the Original Agreement is hereby amended to delete
the following sentence:  “Pacific Energy
Partners will not issue any securities other than (i) limited partnership
interests and any options


 


5

















 


or warrants giving the
holders thereof only the right to acquire such interests, and (ii) general
partnership interests issued to the General Partner.”


 


Section 2.9.                                   Limitation
on Investments and New Business. 
The last sentence of Section 7.7 of the Original Agreement is
hereby amended to read as follows: 
“Pacific Energy Partners will not engage in any material business other
than the ownership of the Borrower and ownership of Unrestricted Subsidiaries.”


 


Section 2.10.                             Transactions
with Affiliates.  Section 7.8
of the Original Agreement is hereby amended in its entirety to read as follows:


 


“Section 7.8.                             Transactions
with Affiliates.  Except as
disclosed in the Disclosure Schedule, no Restricted Person will engage in any
material transaction with any of its Affiliates except: (a) transactions among
Restricted Persons, subject to the other provisions of this Agreement, (b)
transactions entered into in the ordinary course of business of such Restricted
Person on terms which are no less favorable to such Restricted Person than
those which would have been obtainable at the time in arm’s-length transactions
with Persons other than such Affiliates, (c) transactions between Restricted
Persons and their Affiliates pursuant to which Affiliates provide personnel for
the management and operation of the businesses conducted by Restricted Persons
and various administrative and overhead services and functions, including,
without limitation, insurance, information technology, credit facilitation,
treasury and accounting, health and safety, and legal, in each case in
accordance with the Partnership Agreement, (d) Investments in Unrestricted
Subsidiaries and guaranties by Pacific Energy Partners of liabilities of
Unrestricted Subsidiaries, in each case subject to compliance with Sections
6.17 and 6.18, and (e) transactions between Restricted Persons and Unrestricted
Subsidiaries pursuant to which Restricted Persons provide personnel for the
management and operation of the businesses conducted by the Unrestricted
Subsidiaries and various administrative and overhead services and functions,
including, without limitation, insurance, information technology, credit
facilitation, treasury and accounting, health and safety, and legal, in each
case in consideration for cash fees and reimbursements that reasonably
compensate such Restricted Persons for not less than their actual cost and
expense of providing such services, and otherwise on an arm’s length basis.”


 


Section 2.11.                             Share
Purchase Agreement.  Borrower
and Pacific Energy Partners will not, without the prior consent of Majority
Lenders, permit any amendment or waiver of any provision of the Share Purchase
Agreement if such amendment or waiver would change in any manner adverse to
Buyer, Borrower, or Pacific Energy Partners the indemnifications or guaranties
made by any of them or given to any of them in the Share Purchase Agreement or
change in any material respects adverse to Buyer, Borrower, or Pacific Energy
Partners the other terms of the Share Purchase Agreement.  At the time of the consummation of the
transactions contemplated by the Share Purchase Agreement, Borrower and Pacific
Energy Partners will cause the Canadian Holding Company and each of its
Subsidiaries to enter into a reimbursement agreement in form and substance
reasonably satisfactory to Administrative Agent pursuant to which the Canadian
Holding Company and each of its Subsidiaries shall indemnify Borrower and
Pacific Energy Partners for the liabilities to Seller arising from time to time
under the Share


 


6

















 


Purchase Agreement,
including but not limited to the guaranties made by Borrower and Pacific Energy
Partners therein.


 


ARTICLE III.
– Conditions of Effectiveness


 


Section 3.1.                                   Effective
Date.  This Third Amendment shall
become effective, and is expressly conditioned, upon (i) the receipt by
Administrative Agent, at Administrative Agent’s office, of a counterpart of
this Third Amendment executed and delivered by Borrower and Majority Lenders,
(ii) the consummation of the transactions contemplated by the Share Purchase
Agreement, substantially in accordance with the terms of the Share Purchase Agreement,
(iii) the execution and delivery of the reimbursement agreement specified in
Section 2.4, and (iv) the delivery to Administrative Agent of officer’s
certificates and opinions of counsel regarding such agreement of
indemnification and consummation of the transactions contemplated by the Share
Purchase Agreement as the Administrative Agent may request.


 


ARTICLE IV. –
Representations and Warranties


 


Section 4.1.                                   Representations
and Warranties.  In order to induce
Administrative Agent and Majority Lenders to enter into this Third Amendment,
Pacific Energy Partners and Borrower represent and warrant to each Lender that:


 


(a) The representations
and warranties contained in Article V of the Original Agreement are true
and correct at and as of the time of the effectiveness hereof (except to the
extent that the facts on which such representations and warranties are based
have been changed by the extension of credit under the Original Agreement or to
the extent that such representation or warranty was made as of a specific date
or updated, modified or supplemented, as of a subsequent date with the consent
of Majority Lenders).


 


(b) Each of Pacific
Energy Partners and Borrower is duly authorized to execute and deliver this
Third Amendment, Borrower is and will continue to be duly authorized to borrow
monies under the Credit Agreement, and each of Pacific Energy Partners and
Borrower is and will continue to be duly authorized to perform its obligations
under the Credit Agreement.  Pacific
Energy Partners and Borrower have duly taken all action necessary to authorize
the execution and delivery of this Third Amendment and to authorize the
performance of the obligations of Pacific Energy Partners and Borrower
hereunder.


 


(c) The execution and
delivery by each Related Person of this Third Amendment, the performance by
each Related Person of its obligations hereunder and the consummation of the
transactions contemplated hereby and thereby do not and will not conflict with
any provision of law, statute, rule or regulation or of the organizational
documents of any Related Person, or of any material agreement, judgment,
license, order or permit applicable to or binding upon any Related Person, or
result in the creation of any lien, charge or encumbrance upon any assets or properties
of any Related Person.  Except for those
which have been obtained, no consent, approval, authorization or order of any
court or governmental authority or third party is required in connection with
the execution and delivery by any Related Person of this Third Amendment or the
consummation by any Related Person of the transactions contemplated hereby.


 


7

















 


(d) When duly executed
and delivered, each of this Third Amendment, and the Credit Agreement will be a
legal and binding obligation of Pacific Energy Partners and Borrower
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency or similar laws of general application relating to the enforcement
of creditors’ rights and by equitable principles of general application.


 


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 Third Amendment shall not, except as expressly provided herein, operate
as a waiver of any right, power or remedy of Lenders or Administrative 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 Pacific Energy Partners and Borrower
herein shall survive the execution and delivery of this Third 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 Related
Person hereunder or under the Credit Agreement to Administrative Agent or any
Lender shall be deemed to constitute representations and warranties by, and agreements
and covenants of, Pacific Energy Partners and Borrower under this Third
Amendment and under the Credit Agreement.


 


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


 


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


 


Section 5.5.                                   Counterparts.  This Third 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 Third Amendment.


 


THIS THIRD 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]


 


8

















 


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


 


	
  BORROWER:

  	
  PACIFIC ENERGY GROUP
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerry Tywoniuk

  	
   

  
	
   

  	
   

  	
  Gerry Tywoniuk, Senior
  Vice President,

  
	
   

  	
   

  	
  Chief Financial Officer
  and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PACIFIC ENERGY PARTNERS:

  	
  PACIFIC ENERGY
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC ENERGY GP, INC.

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerry Tywoniuk

  	
   

  
	
   

  	
   

  	
   

  	
  Gerry Tywoniuk, Senior
  Vice

  
	
   

  	
   

  	
   

  	
  President, Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET NATIONAL BANK,
  Administrative

  Agent, LC Issuer and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence Ronan

  	
   

  
	
   

  	
   

  	
  Terrence Ronan,
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FLEET SECURITIES, INC.,

  
	
   

  	
  Co-Lead Arranger and
  Co-Book Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Makin

  	
   

  
	
   

  	
   

  	
  Richard Makin, Managing
  Director

  
					



 


9

















 


Signature Page to
Third Amendment

To Credit Agreement


 


In Witness Whereof, the
undersigned Lender hereby enters into the Third Amendment to Credit Agreement
dated as of April 23rd, 2004 among Pacific Energy Group LLC, Pacific
Energy Partners, L.P., Fleet National Bank, as administrative agent, and the
Lender’s signatory thereto.


 


	
   

  	
   

  	
   

  
	
   

  	
  Name of Lender

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


10

















 


CONSENT AND
AGREEMENT


 


The undersigned each
hereby consents to the provisions of this Third 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

  
	
   

  	
  ROCKY MOUNTAIN PIPELINE SYSTEM LLC

  
	
   

  	
  ANSCHUTZ RANCH EAST PIPELINE LLC

  
	
   

  	
  RANCH PIPELINE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lynn T. Woood

  
	
   

  	
   

  	
  Lynn T. Wood, Vice
  President

  



 


CONSENT AND
AGREEMENT


 


The undersigned hereby
consents to the provisions of this Third 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:

  	
  /s/ Lynn Wood

  
	
   

  	
   

  	
   

  	
  Lynn Wood, Vice
  President

  



 


11