0000912057-02-024853 Sample Contracts

CONTRIBUTION AND CONVEYANCE AGREEMENT
Contribution and Conveyance Agreement • June 20th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware

This Contribution and Conveyance Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among ANSCHUTZ RANCH EAST PIPELINE, INC., a Utah corporation ("Ranch East"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PPS HOLDING COMPANY, a Delaware ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc.") PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG"), ROCKY MOUNTAIN PIPELINE SYSTEM LLC, a Delaware limited liability company ("Rocky Mountain LLC"), PACIFIC PIPELINE SYSTEM LLC, a Delaware limited liability company ("PPS"), and RANCH PIPELINE LLC, a Delaware limited liability company ("Frontier LLC").

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CONTRIBUTION AGREEMENT
Contribution Agreement • June 20th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware

This Contribution Agreement (this "Agreement") dated effective as of 12:01 a.m. Eastern Standard Time on , 2002 (the "Effective Time"), is entered into by and among PPS HOLDING COMPANY, a Delaware corporation ("Holding"), PACIFIC ENERGY GP, INC., a Delaware corporation ("GP Inc."), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PACIFIC ENERGY PARTNERS, L.P., a Delaware limited partnership (the "MLP"), ANSCHUTZ RANCH EAST PIPELINE LLC, a Delaware limited liability company ("Ranch LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").

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