<PAGE>
EXHIBIT 10.67
INTERCREDITOR AGREEMENT
SIDE AGREEMENT
This Intercreditor Side Agreement, dated as of August 24, 2007
(this "AGREEMENT"), is by and among Field Point I, Ltd., Field
Point III, Ltd.,
J. Aron & Company, SPF CDO I, Ltd., SPCP Group, L.L.C. and the
other financial
institutions from time to time party to the Second Lien Loan
Agreement (as
defined below) (collectively, the "SECOND LIEN LENDERS") and Silver
Point
Finance, LLC ("SILVER POINT"), as collateral agent for the benefit
of the Second
Lien Lenders (in such capacity, the "SECOND LIEN AGENT").
W I T N E S S E T H:
--------------------
WHEREAS, the Second Lien Lenders and the Second Lien Agent are
party to that certain Second Lien Loan and Security Agreement,
dated as of
August 24, 2007 (as the same may be amended, restated, supplemented
or otherwise
modified from time to time, the "SECOND LIEN LOAN AGREEMENT"),
among Pacific
Energy Alaska Operating LLC, as borrower (the "BORROWER"), Pacific
Energy Alaska
Holdings, LLC, as an Obligor ("HOLDINGS"), the other Obligors from
time to time
party thereto, the Second Lien Agent and the Second Lien
Lenders;
WHEREAS, the Second Lien Lenders and the Second Lien Agent are
parties to that certain Intercreditor Agreement, dated as of August
24, 2007 (as
the same may be amended, restated, supplemented or otherwise
modified from time
to time, the "INTERCREDITOR AGREEMENT"), among the Borrower,
Holdings, the
financial institutions from time to time party to the First Lien
Loan Agreement
(as defined below) (collectively, the "FIRST LIEN LENDERS"), Silver
Point, as
agent for the First Lien Lenders (in such capacity, together with
its successors
and permitted assigns, the "FIRST LIEN AGENT"), the Second Lien
Lenders and the
Second Lien Agent;
WHEREAS, the Borrower, Holdings, the First Lien Lenders and
the First Lien Agent are party to that certain Loan and Security
Agreement,
dated as of August 24, 2007 (as the same may be amended, restated,
supplemented
or otherwise modified from time to time, the "FIRST LIEN LOAN
AGREEMENT");
WHEREAS, pursuant to the terms and conditions of the
Intercreditor Agreement, upon the occurrence of a Purchase Trigger
(as defined
in the Intercreditor Agreement), the Second Lien Lenders shall have
the option
to purchase from the First Lien Creditors (as defined in the
Intercreditor
Agreement) all of the First Lien Loan Obligations (as defined in
the
Intercreditor Agreement) owing to the First Lien Creditors (such
option to
purchase, the "PURCHASE OPTION"); and
WHEREAS, the Second Lien Lenders and the Second Lien Agent
desire to set forth their agreement as to certain of their
respective rights and
obligations with respect to the exercise of the option of the
Second Lien
Lenders to purchase the First Lien Loan Obligations owing to the
First Lien
Creditors.
NOW, THEREFORE, in consideration of the premises herein
contained, the parties hereto agree as follows:
<page>
ARTICLE I
DEFINITIONS
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth therefor in the
Intercreditor
Agreement.
ARTICLE II
EXERCISE OF PURCHASE OPTION
Upon
receipt by the Second Lien Agent of an Agent's Notice,
the Second Lien Lenders herby agree that the Second Lien Agent may
and, at the
request of Required Lenders (as defined in the Second Lien Loan
Agreement),
shall, exercise the Purchase Option in accordance with the terms
set forth
below.
ARTICLE III
COMMITMENTS
Section 3.1 OFFER FROM SECOND LIEN AGENT TO SECOND LIEN
LENDERS.
(a) Upon the occurrence of a Purchase Trigger (as defined in
the Intercreditor Agreement), the Second Lien Agent shall promptly
(but in no
event more than three (3) Business Days after the Second Lien
Agent's receipt of
the Agent's Notice) give notice to each Second Lien Lender (each
such notice by
the Second Lien Agent is hereinafter referred to as a "Purchase
Notice") of such
Agent's Notice and request that each Second Lien Lender indicate
its interest in
purchasing and commit to purchase an amount of the First Lien Loan
Obligations
up to such Second Lien Lender's Pro Rata (as defined in the Second
Lien Loan
Agreement) share of the First Lien Loan Obligations to be purchased
pursuant to
the Purchase Option. The Second Lien Agent shall, based upon the
information
available to it at the time, include in the Purchase Notice an
estimate of the
principal amount of First Lien Loan Obligations that must be
purchased pursuant
to the Purchase Option (plus information to the extent available
about accrued
and unpaid interest, fees, costs, expenses and letter of credit
obligations that
are part of the First Lien Loan Obligations that must be purchased
pursuant to
the Purchase Option).
(b) In the Purchase Notice, the Second Lien Agent shall also
request that each Second Lien Lender indicate its interest in
purchasing and
commit to purchase amounts of the First Lien Loan Obligations in
excess of its
Pro Rata share ("EXCESS REQUESTS").
Section 3.2 COMMITMENTS.
(a) Upon the receipt by each Second Lien Lender of a Purchase
Notice from the Second Lien Agent as described in Section 3.1
above, if such
Second Lien Lender desires to purchase any amount of the First Lien
Loan
Obligations (up to or above its Pro Rata share of the First Lien
Loan
Obligations pursuant to the Purchase Option), such Second Lien
Lender shall
promptly provide the Second Lien Agent a commitment to purchase
such amount
(each such lender, a "PARTICIPATING SECOND LIEN LENDER"). In any
event, any
Second Lien Lender that receives a Purchase Notice from the Second
Lien Agent
and desires to purchase any amount of the First Lien Loan
Obligations must,
within three (3) Business Days of delivery to such Second Lien
Lender of written
2
<page>
notice that Required Lenders (as defined in the Second Lien Loan
Agreement) have
determined to exercise the Purchase Option, provide the Second Lien
Agent a
commitmen
