to TAC personnel (including
support that may be necessary to meet the requirements of the Sarbanes Oxley
Act) at the same levels that are presently being provided by TAC to Pacific LP.
The transition services shall be provided to Pacific LP at a cost determined in
accordance with the same cost allocation methodology used by TAC as of the date
hereof.
In addition, Pacific LP shall pay costs for travel and other reasonable
out-of-pocket expenses of TAC personnel assisting in the set up of Pacific LP's
computer systems.
2.2
SELLER NON-COMPETITION.
FOR A PERIOD OF TWO YEARS FROM THE
CLOSING DATE, NEITHER TAC OR ITS AFFILIATES NOR SELLER SHALL, DIRECTLY OR
INDIRECTLY, (A) ENGAGE IN THE BUSINESS IN COMPETITION WITH PACIFIC LP WITHIN 10
MILES OF ANY OF THE OPERATIONS OF THE PACIFIC ENERGY ENTITIES AS CONDUCTED ON
THE CLOSING DATE, (B) PURSUE OPPORTUNITIES THAT ARE INCLUDED ON THE PACIFIC LP
ACQUISITION AND DEVELOPMENT LIST DATED OCTOBER 22, 2004 PROVIDED TO BUYER AS OF
THE DATE HEREOF, OR (C) OWN OR OPERATE, DIRECTLY OR INDIRECTLY, ANY CALIFORNIA
PORT FACILITY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
SECTION 2.2, THIS COVENANT SHALL NOT APPLY TO ANY ACTIVITIES PERFORMED BY TAC OR
ITS AFFILIATES PRIMARILY IN CONNECTION WITH OIL AND GAS PROPERTIES OWNED JOINTLY
BY TAC OR ITS AFFILIATES WITH OTHER PERSONS, WHETHER SUCH ACTIVITIES ARE
PERFORMED AS THE OPERATOR PURSUANT TO AN OPERATING AGREEMENT OR OTHERWISE.
IN
ADDITION,
3
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS SECTION 2.2
SHALL IN ANY WAY RESTRICT OR IMPAIR:
(I)
THE BUSINESS ACTIVITIES OF (A) FOREST OIL CORPORATION OR ITS
SUCCESSORS, OR (B) ANY ENTITY IN WHICH TAC OR ITS AFFILIATES, AT THE TIME SUCH
OTHER ENTITY ENGAGES IN A BUSINESS ACTIVITY THAT WOULD BE PROHIBITED BUT FOR
THIS PROVISION, (1) OWNS, DIRECTLY OR INDIRECTLY, LESS THAN A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES (AND WHICH ENTITY TAC OR ITS AFFILIATES DOES NOT
CONTROL) OR (2) OWNS, DIRECTLY OR INDIRECTLY, ANY EQUITY INTEREST SO LONG AS
SUCH OTHER ENTITY HAS VOTING SECURITIES THAT ARE LISTED ON A NATIONAL SECURITIES
EXCHANGE OR QUOTED ON NASDAQ OR IS OTHERWISE REQUIRED TO FILE PERIODIC REPORTS
UNDER THE EXCHANGE ACT;
(II)
TAC'S OR ITS AFFILIATES' OWNERSHIP, DIRECT OR INDIRECT, OF VOTING
SECURITIES OR OTHER EQUITY SECURITIES OF ANY SUCH OTHER ENTITIES DESCRIBED IN
CLAUSE (I) ABOVE;
(III)
THE OWNERSHIP AND/OR OPERATION OF ANY ASSETS OWNED BY TAC OR ITS
AFFILIATES ON THE CLOSING DATE, INCLUDING WITHOUT LIMITATION ANY CAPITAL
IMPROVEMENTS, REPLACEMENTS OR DIRECT EXPANSIONS OF SUCH ASSETS; OR
(IV)
THE OWNERSHIP OR OPERATION OF ANY ASSETS OR GROUP OF RELATED
ASSETS USED IN THE BUSINESS THAT ARE ACQUIRED OR CONSTRUCTED BY TAC OR ITS
AFFILIATES AFTER THE CLOSING DATE IF THE FAIR MARKET VALUE OF SUCH ASSETS IS
LESS THAN $10 MILLION.
In consideration of the foregoing, effective on the Closing Date, Pacific GP and
Pacific LP agree, and agree to cause Pacific Energy Group LLC ("PEG"), to amend
the terms of that Omnibus Agreement