EXHIBIT 10.46
Counterpart Agreement
This COUNTERPART AGREEMENT, dated as of August 24, 2007 (this "Counterpart
Agreement") is delivered pursuant to that certain Credit and Guaranty Agreement,
dated as of November 30, 2006 (as it may be amended, supplemented or otherwise
modified, the "Credit Agreement"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among PACIFIC
ENERGY RESOURCES LTD., a Delaware corporation ("Company"), certain Subsidiaries
of Company, the Lenders party thereto from time to time, X. XXXX & COMPANY, as
Lead Arranger and Syndication Agent, and X. XXXX & COMPANY, as Administrative
Agent.
Section 1. Pursuant to Section 5.14 of the Credit Agreement, the
undersigned hereby:
(a) agrees that this Counterpart Agreement may be attached to the Credit
Agreement and that by the execution and delivery hereof, the undersigned becomes
a Guarantor under the Credit Agreement and agrees to be bound by all of the
terms thereof;
(b) represents and warrants that each of the representations and warranties
set forth in the Credit Agreement and each other Transaction Document and
applicable to the undersigned is true and correct both before and after giving
effect to this Counterpart Agreement, except to the extent that any such
representation and warranty relates solely to any earlier date, in which case
such representation and warranty is true and correct as of such earlier date;
(c) represents and warrants that no event has occurred or is continuing as
of the date hereof, or will result from the transactions contemplated hereby on
the date hereof, that would constitute an Event of Default or a Default, except
as may be described in a schedule attached hereto;
(d) agrees to irrevocably and unconditionally guaranty the due and punctual
payment in full of all Obligations when the same shall become due, whether at
stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section
362(a)) and in accordance with Section 7 of the Credit Agreement; and
Section 2. The undersigned agrees from time to time, upon request of
Administrative Agent, to take such additional actions and to execute and deliver
such additional documents and instruments as Administrative Agent may request to
effect the transactions contemplated by, and to carry out the intent of, this
Agreement. Neither this Agreement nor any term hereof may be changed, waived,
discharged or terminated, except by an instrument in writing signed by the party
(including, if applicable, any party required to evidence its consent to or
acceptance of this Agreement) against whom enforcement of such change, waiver,
discharge or termination is sought. Any notice or other communication herein
required or permitted to be given shall be given in pursuant to Section 10.1 of
the Credit Agreement, and all for purposes thereof, the notice address of the
undersigned shall be the address as set forth on the signature page hereof. In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement
to be duly executed and delivered by its duly authorized officer as of the date
above first written.
PACIFIC ENERGY ALASKA OPERATING LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: XXXXXX XXXXX
Title: President
Address for Notices:
=====================================
-------------------------------------
Attention: __________________________
Telecopier: _________________________
with a copy to:
=====================================
Attention: __________________________
Telecopier: _________________________
Page 2
IN WITNESS WHEREOF, the undersigned has caused this Counterpart Agreement
to be duly executed and delivered by its duly authorized officer as of the date
above first written.
PACIFIC ENERGY ALASKA HOLDINGS LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: XXXXXX XXXXX
Title: President
Address for Notices:
=====================================
-------------------------------------
Attention: __________________________
Telecopier: _________________________
with a copy to:
=====================================
Attention: __________________________
Telecopier: _________________________
[Signature Page to Counterpart Agreement]
ACKNOWLEDGED AND ACCEPTED, as of the date above first written:
X. XXXX & COMPANY, as Administrative Agent
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Attorney In Fact
[Signature Page to Counterpart Agreement]