EQUITY CONTRIBUTION AGREEMENTEquity Contribution Agreement |
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EXHIBIT 10.26
EQUITY
CONTRIBUTION AGREEMENT
THIS EQUITY CONTRIBUTION
AGREEMENT (this "AGREEMENT") is entered into
on June 29, 2006, among PACIFIC ENERGY RESOURCES LTD., a Delaware corporation
("COMPANY"), WARBURG, PINCUS EQUITY PARTNERS, L.P., a Delaware
limited
partnership ("WARBURG"), and WP EEX LLC, a Delaware limited liability
company
("WP EEX").
R E C I
T A L S
A. The Company's wholly-owned
subsidiary, Cameras Acquisition Corp., a
Delaware corporation ("ACQUISITION"), Carneros Energy, Inc., a
Delaware
corporation ("CARNEROS"), Warburg, WP EEX and certain other
shareholders of
Carneros are parties to a Stock Purchase Agreement dated the date hereof
whereby
Acquisition is purchasing all of the issued and outstanding shares of capital
stock of Carneros (the "SHARES").
B. A significant portion of the
purchase price for the Shares is being
funded with proceeds of a loan from Laurus Master Fund, Ltd.
("LAURUS") that is
being secured by all of the assets of Carneros and its wholly-owned subsidiary,
Gotland Oil, Inc. ("GOTLAND").
C. The parties desire to provide
for a means to ensure that each of
Carneros, Acquisition and Gotland will at all times remain solvent and
adequately capitalized and able to pay its debts as they become due.
D. The Company believes that
Carneros, Acquisition, and Gotland are
each well capitalized and not engaged or about to engage in a business for
which
its remaining assets are unreasonably small or beyond the ability or each of
them to pay, but nonetheless has agreed to contribute additional capital to
Carneros, Acquisition or Gotland, as the case may be, on the terms and subject
to the conditions set forth below.
E. Warburg and WP EEX would not have been
willing to enter into the
Stock Purchase Agreement but for the Company entering into this Agreement.
A G R E E
M E N T
-----------------
In consideration of the foregoing and of
the mutual promises contained
in this Agreement, the parties agree that:
1. TERM. This Agreement shall be effective until the earlier of (the
"TERMINATION DATE") (i) thirty (30) days after the fourth anniversary
of the
date hereof or (ii) the Early Termination Date. For purposes hereof,
"EARLY
TERMINATION DATE" means the first date after the date hereof that all of
the
following conditions are then satisfied: (i) Carneros and Gotland have
collectively produced in excess of 1,000 barrels of oil, net to Carneros and
Gotland, each day for more than 180 consecutive days preceding such date, (ii)
the average of the forward prices for West Texas Intermediate oil (as quoted on
the New York Mercantile Exchange) relating to the five years following such
date
exceeds $54.59 per barrel, (iii) the then aggregate consolidated indebtedness
of
Acquisition, Carneros and Gotland is less than $21,200,000, (iv) none of the
conditions set forth in SECTION 2 shall have occurred on and after the date
hereof and prior to such date, and (v)
-1-
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a Qualified Refinancing has occurred prior to such date. For purposes hereof, a
"QUALIFIED REFINANCING" means that all the indebtedness associated with
the
Securities Purchase Agreement referenced below of approximately $21,200,000
shall have been refinanced with one or more commercial lenders unaffiliated
with
the Company under arrangements pursuant to which there arc no principal
payments
required prior to the fourth anniversary of the Closing and all other terms
thereof are no less favorable to Acquisition, Carneros and Gotland as the other
terms of the Securities Purchase Agreement and related agreements.
2. CONDITIONS FOR EQUITY CONTRIBUTION. The Company shall be obligated to
contribute cash (either directly or through Acquisition) as additional equity
capital to Carneros, Acquisition or Gotland, as the case may be, if any of the
following occurs at any time prior to the Termination Date (which if any such
event occurs such capital contribution shall he made within two business days
of
such event):
(a) There is an event
of default under the Securities Purchase
Agreement dated May 31, 2006, as
amended by a Joinder and Amendment
Agreement the date hereof, am






