LENDERS UNDER THE PARTNERSHIP CREDIT
FACILITIES;
(II)
THE LEGAL FEES AND EXPENSES OF (A) COUNSEL TO THE INDEPENDENT
DIRECTORS AND THE CONFLICTS COMMITTEE OF THE BOARD OF DIRECTORS OF PACIFIC GP
AND (B) COUNSEL TO PACIFIC LP, IN EACH CASE INCURRED IN CONNECTION WITH THE
TRANSACTIONS;
(III)
FEES AND EXPENSES OF THE PACIFIC ENERGY ENTITIES RELATED TO
ASSISTANCE WITH BUYER'S DUE DILIGENCE EFFORTS IN CONNECTION WITH THE
TRANSACTIONS; AND
(IV)
FEES AND EXPENSES OF ACCOUNTANTS AND TAX CONSULTANTS INCURRED BY
THE PACIFIC ENERGY ENTITIES IN CONNECTION WITH THE TRANSACTIONS, INCLUDING SUCH
FEES AND EXPENSES RELATED TO ADDITIONAL TAX RETURN PREPARATION AS A RESULT OF
THE TECHNICAL TAX TERMINATION OF PACIFIC LP RESULTING FROM THE TRANSACTIONS.
Buyer and Seller agree to allocate such costs equally among themselves;
provided, however, such allocation shall not limit the amount required to be
reimbursed pursuant to this Section 2.6.
2.7
CERTAIN UNCAPPED COSTS AND EXPENSES.
(I)
BUYER, SELLER AND TAC SHALL PAY ALL COSTS AND EXPENSES RELATED TO
DIRECTOR AND OFFICER LIABILITY INSURANCE COVERAGE FOR DIRECTORS AND OFFICERS OF
PACIFIC GP THAT RESIGN OR ARE TERMINATED ON THE CLOSING DATE OR WITHIN ONE YEAR
THEREAFTER IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.9 OF THE PURCHASE
AGREEMENT; AND
5
(ii)
Buyer and Seller agree that, upon receipt of invoices, they shall
promptly reimburse the Pacific Energy Entities for the fees and expenses of
counsel and filing fees that may be incurred by the Pacific Energy Entities in
connection with obtaining the necessary regulatory approvals for the
Transactions from the California Public Utility Commission and the Wyoming
Public Service Commission and, to the extent required, under the Canadian
Competition Act and the Investment Canada Act.
Buyer and Seller agree to
allocate such costs equally among themselves; provided, however, such allocation
shall not limit the amount required to be reimbursed pursuant to this Section
2.7.
2.8
SENIOR NOTES.
BUYER HAS PROVIDED TO PACIFIC LP "HIGHLY CONFIDENT"
LETTERS FROM CITIGROUP GLOBAL MARKETS, INC. ("CITIGROUP") THAT PROVIDE THAT
CITIGROUP IS HIGHLY CONFIDENT THAT IF A CHANGE OF CONTROL OFFER (A "CHANGE OF
CONTROL OFFER") IS REQUIRED PURSUANT TO THE TERMS AND CONDITIONS OF THE
INDENTURE, CITIGROUP CAN UNDERWRITE OR SYNDICATE THE FINANCING NECESSARY TO
FINANCE A CHANGE OF CONTROL OFFER.
BUYER AND SELLER AGREE TO COOPERATE WITH
PACIFIC LP TO APPROACH THE RATING AGENCIES AND REQUEST A RATING INDICATION FROM
THEM WITH RESPECT TO THE SENIOR NOTES.
IN THE EVENT BUYER AND SELLER, AFTER
CONSULTATION WITH THE MEMBERS OF THE CONFLICTS COMMITTEE OF THE BOARD OF
DIRECTORS OF PACIFIC GP, DECIDE TO SEEK A CONSENT FROM THE HOLDERS OF THE SENIOR
NOTES TO AMEND THE INDENTURE AND THE SENIOR NOTES TO PROVIDE THAT THE
TRANSACTIONS DO NOT TRIGGER THE CHANGE OF CONTROL OFFER, BUYER AND SELLER AGREE
TO BEAR THE COSTS AND EXPENSES ASSOCIATED WITH SUCH CONSENT SOLICITATION,
INCLUDING ANY CONSENT FEE, SO LONG AS SUCH SOLICITATION IS ON TERMS AND
CONDITIONS REASONABLY ACCEPTABLE TO BUYER AND SELLER.
In the event a Change of Control Offer is required