OR
ASSUME LIABILITIES OTHER THAN EXPENDITURES AND LIABILITIES WHICH ARE CUSTOMARY
AND REASONABLE IN NATURE AND AMOUNT IN THE CONTEXT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT; PROVIDED, HOWEVER, UNDER NO CIRCUMSTANCES SHALL
SELLER OR TAC BE OBLIGATED TO REMOVE A MEMBER OF THE BOARD OF DIRECTORS OF
PACIFIC GP IN ORDER TO SATISFY USING ITS COMMERCIALLY REASONABLE EFFORTS
PURSUANT TO THIS AGREEMENT.
(4)
"CONFIDENTIALITY AGREEMENT" MEANS THE CONFIDENTIALITY AGREEMENT
BETWEEN PACIFIC LP AND LEHMAN BROTHERS MERCHANT BANKING ASSOCIATES III L.P., A
DELAWARE LIMITED PARTNERSHIP, DATED OCTOBER 20, 2004.
(5)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(6)
"GOVERNMENTAL AUTHORITY" MEANS ANY FEDERAL, STATE, LOCAL OR OTHER
GOVERNMENTAL, REGULATORY OR ADMINISTRATIVE AGENCY, COMMISSION, DEPARTMENT,
BOARD, OR OTHER GOVERNMENTAL SUBDIVISION, COURT, TRIBUNAL, ARBITRATING BODY OR
OTHER GOVERNMENTAL AUTHORITY.
(7)
"Pacific Energy Entities" means Pacific GP, Pacific LP and the
Pacific Subsidiaries, collectively.
(8)
"PACIFIC SUBSIDIARIES" MEANS THE ENTITIES LISTED ON SCHEDULE 1
HERETO.
(9)
"PARTNERSHIP CREDIT FACILITIES" MEANS THE CREDIT AGREEMENT BETWEEN
RPC ACQUISITION COMPANY, AS BORROWER AND ROYAL BANK OF CANADA, BANK OF AMERICA,
N.A. CANADA BRANCH, BANK OF MONTREAL, THE BANK OF NOVA SCOTIA, BNP PARIBAS
(CANADA), CONGRESS FINANCIAL CORPORATION (CANADA) AND UNION BANK OF CALIFORNIA,
N.A., CANADA BRANCH, AS LENDERS AND ROYAL BANK OF CANADA AS AGENT OF THE LENDERS
DATED MAY 11, 2004, AS AMENDED, AND THE CREDIT AGREEMENT BETWEEN PACIFIC ENERGY
GROUP LLC, AS BORROWER, PACIFIC LP, AS GUARANTOR, AND FLEET NATIONAL BANK, AS
ADMINISTRATIVE AGENT, U.S. BANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT,
FORTIS CAPITAL CORP., AND THE BANK OF NOVA SCOTIA AS CO-DOCUMENTATION AGENTS AND
FLEET
2
SECURITIES, INC. AND U.S. BANK NATIONAL ASSOCIATION AS CO-ARRANGERS AND CO-BOOK
MANAGERS AND CERTAIN FINANCIAL INSTITUTIONS, AS LENDERS DATED JULY 19, 2002, AS
AMENDED.
(10)
"PARTY," AND COLLECTIVELY, "PARTIES" SHALL MEAN SELLER, BUYER, TAC,
PACIFIC LP AND PACIFIC GP.
(11)
"PERSON" MEANS ANY INDIVIDUAL, PARTNERSHIP, LIMITED LIABILITY
COMPANY, JOINT VENTURE, CORPORATION, TRUST, ASSOCIATION, UNINCORPORATED
ORGANIZATION OR GOVERNMENTAL AUTHORITY.
(12)
"Restricted Unit" has the meaning set forth in the Pacific Energy
GP, Inc. Long-Term Incentive Plan.
(13)
"Senior Notes" shall mean the 7 1/8 % Senior Notes due June 2014
issued by Pacific LP and Pacific Energy Finance Corporation ("PEFC") pursuant to
that Indenture dated as of June 16, 2004 among Pacific LP, PEFC, the guarantors
party thereto and Wells Fargo Bank, National Association (the "Indenture").
ARTICLE II
COVENANTS OF THE PARTIES
2.1
Transition Services Agreement.
TAC agrees, on or prior to the
Closing Date, to enter into a Transition Services Agreement with Pacific LP that
will have a term expiring on the later to occur of (i) six (6) months from the
Closing Date and (ii) December 31, 2005, pursuant to which it will agree to
provide (a) access to the JD Edwards software systems currently licensed by TAC;
(b) access to all other TAC information technology systems that are presently
being used by Pacific LP, including but not limited to the Optio and Citrix
applications; and (c) IT support services and access