EXHIBIT 10.47
Counterpart Agreement
This COUNTERPART AGREEMENT, dated November 30, 2006, (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; and
(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.
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
Counterpart Agreement. Neither this Counterpart 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 Counterpart 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 Counterpart 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 COUNTERPART 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.
SAN XXXXX BAY PIPELINE COMPANY
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
