0000912057-02-027876 Sample Contracts

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FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLC
Limited Liability Company Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILTY COMPANY AGREEMENT OF PACIFIC ENERGY GROUP LLC (the "Company"), dated as of , 2002, is entered into by Pacific Energy Partners, L.P., a Delaware limited partnership ("MLP"), as sole Member of the Company.

FORM OF CONTRIBUTION AND CONVEYANCE AGREEMENT
Contribution and Conveyance Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware

This Contribution and Conveyance Agreement (this "Agreement") dated , 2002 and 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 LLC, a Delaware limited liability company ("Ranch LLC"), THE ANSCHUTZ CORPORATION, a Kansas corporation ("TAC"), PPS HOLDING COMPANY, a Delaware corporation ("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").

FORM OF CONTRIBUTION AGREEMENT
Contribution Agreement • July 19th, 2002 • Pacific Energy Partners Lp • Crude petroleum & natural gas • Delaware

This Contribution Agreement (this "Agreement") dated July , 2002 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"), PACIFIC ENERGY GROUP LLC, a Delaware limited liability company ("PEG LLC"), and PACIFIC TERMINALS LLC, a Delaware limited liability company ("Terminals").

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