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

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/o LEHMAN 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:

1.

Registered Exchange Offer. Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall prepare and, not later than 90 days (such 90th day being a "Filing Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Issuers issued under the Indenture, identical in all material respects to the Initial Securities and registered under the Securities Act (the "Exchange Securities"). The Company shall (i) use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 270 days after the Closing Date (such 270th day being an "Effectiveness Deadline") and (ii) keep the Exchange Offer Registration Statement effective for not less than 30

1

days (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period").

If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer as soon as practicable after the date on which the Exchange Offer Registration Statement is declared effective but no later than the 40th Business Day after such effectiveness date (the "Consummation Deadline").


 

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