NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

<PAGE>

                                                                   Exhibit 10.24

 

 

                                                                  EXECUTION COPY

 

                  NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

      This Northern Border Transition Services Agreement ("Agreement") is made

and entered into as of this 17th day of November, 2004, by and between ONEOK,

Inc., an Oklahoma corporation ("ONEOK"), and CCE Holdings, LLC, a Delaware

limited liability company ("CCE"). ONEOK and CCE are referred to herein

individually as a "Party", and collectively as the "Parties".

 

                              W I T N E S S E T H:

 

      WHEREAS, commencing on December 2, 2001, Enron Corp., an Oregon

corporation ("Enron"), and certain of its subsidiaries filed voluntary petitions

for relief under Chapter 11 of the Bankruptcy Code; and

 

      WHEREAS, Enron, Enron Operations Services, LLC, a Delaware limited

liability company, Enron Transportation Services, LLC, a Delaware limited

liability company, EOC Preferred, L.L.C., a Delaware limited liability company

(referred to collectively as the "Enron Parties"), CrossCountry Energy, LLC

("CrossCountry"), CrossCountry Energy Corp., a Delaware corporation, and

CrossCountry Citrus Corp., a Delaware corporation, are parties to that certain

Amended and Restated Contribution and Separation Agreement, dated as of March

31, 2004, as amended on the date hereof (as the same may be amended and

supplemented from time to time, the "Contribution and Separation Agreement");

and

 

      WHEREAS, as a mutual condition to closing under the Contribution and

Separation Agreement, Enron and CrossCountry entered into that certain

Transition Services Agreement (as amended, the "TSA") and that certain

Transition Services Supplemental Agreement (as amended, the "TSSA"), both dated

as of March 31, 2004, as amended on March 31, 2004 and as of the date hereof,

under which Enron and CrossCountry agreed, subject to certain conditions, to

provide and transfer, if appropriate, certain services between Enron and its

Affiliates and CrossCountry and its Affiliates for a specific period of time as

set forth in the TSA and the TSSA; and

 

      WHEREAS, the Enron Parties and CCE entered into a Purchase Agreement,

dated as of June 24, 2004, as amended by that certain Amendment No. 1 to

Purchase Agreement dated September 1, 2004, and Amendment No. 2 to Purchase

Agreement dated November 11, 2004, whereby CCE agreed to purchase 100% of the

membership interests of CrossCountry; and

 

      WHEREAS, CCE and ONEOK entered into a Purchase Agreement, dated as of

September 16, 2004 (the "ONEOK Purchase Agreement"), whereby ONEOK agreed to

purchase the common stock of Northern Plains Natural Gas Company, a Delaware

corporation ("Northern Plains"), and NBP Services Corporation, a Delaware

corporation ("NBP Services"), or the ownership interests in limited liability

companies into which such common stock may be converted; and

 

                                        1

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

      WHEREAS, ONEOK agreed to provide, or cause the provision of, certain

transition services to Enron as required by the TSA, TSSA and this Agreement and

to provide, or cause the provision of, certain transition services to CCE; and

 

       WHEREAS, CCE agreed to provide, or cause the provision of, certain

transition services to Northern Plains and NBP Services (referred to

collectively as the "Transfer Group Companies") and the Northern Border

Companies, as required by the TSA, the TSSA and this Agreement; and

 

      WHEREAS, CCE agreed to request, and use commercially reasonable efforts to

have the request honored, that Enron provide all transition services to be

performed for the Transfer Group Companies and/or the Northern Border Companies

as required by the TSA, the TSSA and this Agreement; and

 

      WHEREAS, CCE and ONEOK agreed in the ONEOK Purchase Agreement to

memorialize the understandings regarding the provision of transition services in

agreements entitled Northern Border Transition Services Agreement and Northern

Border Transition Services Supplemental Agreement, however the Parties agree to

memorialize such understandings in this Agreement.

 

      NOW THEREFORE, in consideration of the premises and the agreements

contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, and intending to be legally bound

hereby, the Parties hereby agree as follows:

 

                                   ARTICLE I.

                              SERVICES TO BE PROVIDED

 

      1.01   Transition Services to Be Provided to the Transfer Group Companies

and the Northern Border Companies.

 

      (a)    Subject to Section 2.02(c), CCE will provide, or cause the provision

of, transition services, in the following categories to the Transfer Group

Companies and the Northern Border Companies or their respective successors and

assigns as required by this Agreement during the Term on the terms and

conditions set out in this Agreement including specifically, but not by way of

limitation, the service standard set out in Article II:

 

            (i)    Technical, support, pipeline integrity management and other

                  services as described on Schedule 1.01(a)(i).

 

            (ii)   Accounts Payable, including document imaging, invoice

                  processing, payment voids in SAP, other support and usage of

                  the Envision system. Usage of the Envision system includes

                  access to the imaged invoices and documents used in

                  conjunction with the accounting system. This service includes

                  the ability to store imaged documents related to payables and

                  to recall those documents for documentation and research

                   purposes.

 

                                        2

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

            (iii) Information technology, infrastructure (both hardware and

                  software), and disaster recovery expertise and assistance,

                  including the support required for the services and systems

                  described in Schedule 1.01(a)(i) and otherwise necessary to

                  provide the services in this Section 1.01(a). The Parties

                   acknowledge that disaster recovery from HotTap and Operations

                  environments will not be available during certain periods of

                  the Term of the Agreement.

 

            (iv)   Floor space for servers and other such information technology

                  equipment and related administrative services, including

                  operation, management, maintenance services and the floor

                  space necessary at Planet in Dallas, Texas.

 

            (v)    Supervision of outside auditors in completing 2004 testing

                  requirements of Sarbanes-Oxley Act of 2002 through March 31,

                  2005.

 

            (vi)   Corporate secretary services related to the services provided

                  in this Section 1.01(a) through December 31, 2004.

 

            (vii) Website support for informational postings and customer

                  activities.

 

            (viii) Pay and Data Services. Historical employee payroll and

                  benefits information and reports.

 

            (ix)   Notwithstanding Article III, from the date of this Agreement

                  though March 31. 2005, office space, office equipment and

                  related services at 4 Houston Center or other facility for any

                  Transfer Group Companies employees currently located at such

                  facility, which shall be equivalent in quality to such space,

                  equipment and related services as currently utilized by such

                   employee.

 

            (x)    All types of IT transition work to transition/migrate from

                  Enron and CCE to ONEOK, the Transfer Group Companies and the

                  Northern Border Companies the data, applications, systems and

                   infrastructure of the Transfer Group Companies and the

                  Northern Border Companies associated with and supporting the

                  following areas: Finance and Accounting, Procurement, IT, Tax,

                  HR, Facilities, Infrastructure, Records Management,

                  Operations, Commercial, Market Services, Communications,

                  Regulatory Affairs and Legal. All services under this Section

                  1.01(a)(x) shall be performed in accordance with Section 1.04

                  of this Agreement.

 

      (collectively, the "CCE Services").

 

      (b)    CCE will request, and use commercially reasonable efforts to have

such request honored, that Enron provide any and all transition services in the

following categories to be performed for the benefit of the Transfer Group

Companies and/or the

 

                                        3

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

Northern Border Companies or their respective successors and assigns during the

Term on the terms and conditions set out in this Agreement including

specifically, but not by way of limitation, the service standard set out in

Article II:

 

            (i)    IT (including Telephony) services, access (e.g., e-mail

                  service, network access and administrative support, internet

                  access, and help desk support) and related services including:

 

                  -      Workstation Image Management

                  -      Security Administration

                  -      Server Support

                  -      Messaging

                  -      Voice Communications (e.g., conference bridge, handsets)

                  -      Network Communications (e.g., VSAT services)

                  -      Video conferencing

                  -      Network Communications - Direct

                  -      EC Outlook

                  -      Administrative/EPSC

                  -      Pass Throughs (e.g., Long Distance, Pagers, 800,

                        dedicated circuits, WAN)

                  -      Reasonable access for ONEOK, Inc., Northern Plains, NBP

                        Services, and Pan Border employees, agents and

                        authorized representatives, to networks, applications

                         and data center facilities (other than any human

                        resources information technology) of Enron and its

                        Affiliates (the "Enron Systems"). The obligation to

                        provide such access will be subject to the satisfaction

                        of Enron and CCE, in their sole discretion, that

                        sufficient firewalls and other systems, procedures and

                        information technology are in effect to maintain the

                        security and integrity of the Enron Systems, including

                        protection against unauthorized access to the

                        information contained therein. In the event of the

                         termination of any employee, agent, authorized

                        representative or designee of ONEOK, Northern Plains,

                        NBP Services, and Pan Border that was permitted access

                        to the Enron Systems, ONEOK agrees to promptly, and in

                        any event no later than twenty-four (24) hours following

                        such termination, (x) notify CCE and Enron of (i) the

                        name of such terminated employee, agent, authorized

                        representative or designee, and (ii) the Enron Systems

                        to which such terminated employee, agent, authorized

                        representative or designee had access; and (y) take such

                         actions as are necessary to prevent unauthorized access

                        by such terminated employee, agent, authorized

                        representative or designee to the Enron Systems. ONEOK

                        agrees to indemnify CCE and its Affiliates from any

                        failure of ONEOK, Northern Plains, NBP Services and Pan

 

                                        4

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

                        Border employees, agents and authorized representatives

                        to comply with the obligations in the preceding

                        sentence. Notwithstanding the foregoing, (A) Enron's

                        obligation to provide ONEOK, Northern Plains, NBP

                        Services and Pan Border employees, agents, authorized

                        representatives and designees reasonable access to the

                        Enron Systems is subject to any limitations or

                         restrictions contained in any license, software

                        agreement or similar agreement applicable to the

                        provision of Enron Services, and (B) such reasonable

                        access shall be limited to the infrastructure of the

                        Enron Systems as it currently exists on the date hereof

                        and as it may be modified from time to time by Enron in

                        its sole discretion. Enron and CCE shall have no

                        obligation to enhance the infrastructure of the Enron

                        Systems (including, but not limited to, enhanced

                        connectivity or additional communication lines). Any

                        such enhancement shall be effected by Enron in its sole

                        discretion and shall be governed by a project work

                        description to be mutually agreed upon by Enron and CCE.

 

            (ii)   SAP Usage and ISC Support. Usage rights and support to the SAP

                  system and the related accounting systems, 1099 reporting,

                  accounting services and infrastructure and support features.

 

            (iii) Off-site and on-site storage of the Transfer Group Companies'

                  and Northern Border Companies' documents and records.

 

            (iv)   Floor space for servers and other such information technology

                  equipment located at the Ardmore Data Center as of the Closing

                   Date, and related administrative services, including

                  operation, management and maintenance services.

 

            (v)    Cash management services, services related to cash management

                  as more specifically set forth on Schedule 1.01(b)(vi).

 

            (vi)   All types of IT transition work to transition/migrate from

                  Enron and CCE to ONEOK, the Transfer Group Companies and the

                  Northern Border Companies the data, applications, systems and

                  infrastructure of the Transfer Group Companies and the

                  Northern Border Companies associated with and supporting the

                  following areas: Finance and Accounting, Procurement, IT, Tax,

                   HR, Facilities, Infrastructure, Records Management,

                  Operations, Commercial, Market Services, Communications,

                  Regulatory Affairs and Legal. All services under this Section

                  1.01(b)(vi) shall be performed pursuant to Section 1.04 of

                  this Agreement.

 

            (vii) The use of automated expense reporting on Concur XMS system

                  for processing expense reports.

 

                                        5

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

            (viii) Access to and support of Vertex software.

 

(collectively, the "Enron Services").

 

      1.02   Transition Services to Be Provided to Enron and CCE. ONEOK will

provide, or cause to be provided, technical expertise and assistance, including

but not limited to pipeline integrity, pipeline safety, environmental

compliance, engineering and construction safety and compliance audits and

related technical support services as described on Schedule 1.02 ("ONEOK

Services") to Enron and CCE or their respective successors and assigns during

the Term on the terms and conditions set out in this Agreement, including

specifically, but not by way of limitation, the service standard set out in

Article II.

 

      1.03   Commitment to Take and Pay for Transition Services. During the Term

of this Agreement, (a) with respect to Transition Services (as defined below)

that are priced on a fixed, monthly basis, the Purchaser (as defined below)

shall take and pay for such Transition Services that were actually made

available by the Provider (as defined below), without any setoff or deduction,

except as provided in Sections 1.05, 4.02 and 4.04 hereof, and (b) with respect

to Transition Services that are priced on a variable or hourly basis, such

Transition Services shall be paid for by Purchaser on an "as requested and

provided" basis according to the rate per hour set forth on Schedule 1.03, plus

out-of- pocket expenses. Each Party taking and paying for Transition Services is

referred to hereinafter as a "Purchaser". Each Party providing a Transition

Service is referred to hereinafter as a "Provider". For the avoidance of doubt,

the definitions of Purchaser, Provider, Party and Parties do not include Enron

or its successors or assigns as permitted under the TSA or the TSSA. The CCE

Services, the Enron Services and the ONEOK Services are collectively referred to

herein as the "Transition Services".

 

      1.04   Additional Transition Services as Requested. After the date hereof,

either Party can request that the other Party provide additional services

according to the rate per hour set forth on Schedule 1.03, plus out-of-pocket

expenses pursuant and subject to the terms and conditions of this Agreement.

Each Party agrees to provide such services as reasonably requested and as

personnel are reasonably available, provided, however, no such request will

result in any obligation of any Party unless and until both Parties sign a

written amendment to this Agreement providing for the requested additional

service. Notwithstanding the foregoing, in the event that ONEOK requests

services in connection with Sections 1.01(a)(x) or 1.01(b)(vi) (as scheduled in

Schedule 1.06(b)) and such services cannot be adequately provided by personnel

involved with providing services hereunder, then the Parties shall cooperate in

good faith in determining the scope, timeline and cost, which upon ONEOK's

agreement shall be at ONEOK's expense, related to such requested services.

 

      1.05   Use of Facilities. The Purchaser acknowledges and agrees that the

use of the Provider's facilities by the Purchaser does not constitute a

leasehold interest in favor of the Purchaser. The Purchaser further agrees that

it shall use the facilities in a reasonably efficient manner. To the extent that

the Purchaser operates the space in a manner that materially increases the

Provider's or Enron's facilities costs, the Purchaser

 

                                        6

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

acknowledges that the Provider reserves the right to seek reimbursement for the

excess costs of such practices. The Purchaser shall keep the Provider's, or

Enron's, as applicable, facilities in reasonably good order, not commit or

permit any material waste or damage to such facilities, not use such facilities

for any unlawful purpose or act and comply with all of the Provider's or

Enron's, as applicable, standard policies and procedures as in effect from time

to time, including procedures for the physical security of the facilities. The

Purchaser shall permit the Provider or Enron and their respective agents to

enter into those portions of the Provider's facilities occupied by the

Purchaser's staff at any time to perform facilities-related services. The

Purchaser shall not make any material improvements or changes involving

structural, mechanical or electrical alterations to the facilities without the

Provider's or Enron's, as applicable, prior written approval. Upon termination

or expiration of this Agreement or all of the facilities-related Transition

Services pursuant to Section 3.02 hereof, the Purchaser shall return the

Provider's or Enron's, as applicable, facilities to the Provider in

substantially the same condition as when the Purchaser began using such

locations, ordinary wear and tear excepted.

 

      1.06   Compensation.

 

      (a)    As compensation for the ONEOK Services set forth on

Schedule 1.06(a), CCE will pay ONEOK the Monthly Costs as set forth on Schedule

1.06(a) (the "ONEOK Fee"). Schedule 1.06(a) will contain a list of each

individual ONEOK Service to be provided under Section 1.02.

 

      (b)    As compensation for the CCE Services set forth on Schedule 1.06(b),

ONEOK will pay CCE the Monthly Costs as set forth on Schedule 1.06(b) (the "CCE

Fee"). As compensation for the Enron Services set forth on Schedule 1.06(b),

ONEOK will pay CCE the Monthly Costs as set forth on Schedule 1.06(b) under

Enron Services (the "Enron Fee"). Schedule 1.06(b) will contain a list of each

individual CCE Service and Enron Service to be provided under Section 1.01.

 

      (c)    The compensation to be paid and the terms of billing and payment for

any additional service agreed upon pursuant to Section 1.04 of this Agreement

shall be included in any written amendment to this Agreement providing for such

additional service.

 

      1.07   W-2s, Labor Distribution, Payroll and Benefit Data. CCE will request

and use its commercially reasonable efforts to have such request honored, that

Enron, at ONEOK's sole cost, provide the data for W-2s, labor distribution,

payroll and benefits for the Transfer Group Companies for all pay periods up to

and including December 31, 2004.

 

      1.08   Indemnification. The provision of CCE Services may require consents,

waivers, or approvals from certain third parties under Permits and Contracts to

which CCE or any of its Affiliates is a party or is otherwise subject to enable

CCE to provide CCE Services to ONEOK, the Transfer Group Companies and/or the

Northern Border Companies (such Permits and Contracts being the "Third Party

Agreements"). Until the

 

                                        7

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

date that is thirty (30) days after the date hereof, at the request and sole

expense of ONEOK, CCE agrees to cooperate reasonably with ONEOK and use

commercially reasonable efforts to seek such consents, waivers or approvals

necessary to allow CCE to utilize the services provided under such Third Party

Agreements to provide CCE Services to ONEOK, or to seek standstill agreements

pursuant to which such third parties would agree not to take any adverse actions

against CCE or any of its Affiliates, or ONEOK or any of its Affiliates, under

the Third Party Agreements as a result of CCE's provision of CCE Services. If

such consents, waivers, approvals, or standstill agreements are not obtained, or

are not reasonably satisfactory to CCE in its sole discretion, then CCE shall

not be obligated to provide the CCE Services to which such consents, waivers,

approvals or standstill agreements relate, effective as of the later of (i) the

date thirty (30) days after the date hereof and (ii) if applicable, the

expiration of a standstill agreement, and in each case CCE shall have no further

liability to ONEOK with regard thereto, notwithstanding anything to the contrary

contained herein. Notwithstanding any limitations on indemnification contained

herein (including, without limitation, the last sentence of Section 11.06) and

in the ONEOK Purchase Agreement (including, without limitation, the provisions

of Article X), ONEOK hereby agrees to indemnify the Seller Indemnified Parties

against, and hold them harmless from, any and all liabilities, losses, damages,

claims, reasonable and documented out-of-pocket costs and expenses (including

reasonable attorneys', accountants' or other fees and expenses), including

consequential, exemplary, special and punitive damages and lost profits,

incurred by the Seller Indemnified Parties and arising, directly or indirectly,

out of CCE's utilization of the services provided under the Third Party

Agreements to provide CCE Services to ONEOK.

 

                                  ARTICLE II.

                                SERVICE STANDARD

 

      2.01   Standard of Care; Limited Warranty. Subject to Section 2.02(c), the

CCE Services and ONEOK Services shall be performed with a degree of skill,

diligence and prudence with which the Provider (or its predecessor-in-interest),

its Affiliates and their respective personnel have performed such services for

the Purchaser or Enron, as applicable, subsequent to December 2, 2001 and prior

to March 31, 2004 and shall be of substantially equivalent quality. In addition,

subject to Section 2.02(c), the CCE Services and ONEOK Services shall be

performed with at least the same level of skill, diligence, prudence and quality

as the Provider utilizes in performing similar services for its Affiliates. With

respect to the Enron Services, CCE will request, and use commercially reasonable

efforts to have such request honored, that Enron perform such Enron Services (i)

with a degree of skill, diligence and prudence with which Enron, its Affiliates

and their respective personnel have performed such services for the Transfer

Group Companies subsequent to December 2, 2001 and prior to March 31, 2004 and

that such Enron Services shall be of substantially equivalent quality, and (ii)

with at least the same level of skill, diligence, prudence and quality as Enron

utilizes in performing similar services for its Affiliates. THE PRECEDING IS THE

ONLY WARRANTY CONCERNING THE TRANSITION SERVICES AND ANY RESULTS, WORK PRODUCT

OR PRODUCTS RELATED THERETO, AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER

WARRANTIES AND REPRESENTATIONS EXPRESSED OR

 

                                        8

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF FITNESS FOR A

PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. THE PARTIES UNDERSTAND,

ACKNOWLEDGE AND AGREE THAT THE LEVEL OF COMPENSATION THE PARTIES HAVE AGREED TO

ACCEPT IS PREDICATED ON THIS LIMITATION OF LIABILITY AND DISCLAIMER OF

WARRANTIES.

 

      2.02   Consequences of Breach or Non-Performance.

 

      (a)    The Purchaser shall promptly notify the Provider of any failure by

the Provider to perform one or more of the Transition Services in accordance

with the terms of this Agreement. In the event that the Provider (a) does not

cure such non-performance within ten (10) Business Days of the receipt of such

notice (the "Cure Period"), or (b) has not performed a particular Transition

Service in accordance with the terms of this Agreement for thirty (30) Business

Days in the aggregate, then the Purchaser may terminate such Transition

Service(s) by delivering notice to the Provider and the Provider shall be

obligated to pay to the Purchaser liquidated damages as set forth in Section

2.03 hereof. No liquidated damages shall be payable by the Provider with respect

to non-performance before or during any Cure Period, however, the Purchaser

shall receive a pro-rata reduction in the fees payable by the Purchaser for the

period of time, including the Cure Period, for which the Provider failed to

perform its obligations.

 

      (b)    Notwithstanding anything to the contrary in this Agreement,

including Section 2.02(a) above, ONEOK shall promptly notify CCE of any failure

of Enron or its Affiliates to perform one or more of the Enron Services in

accordance with the terms of this Agreement. CCE shall request, and shall use

commercially reasonable efforts to have such request honored, that Enron cure

such non-performance; provided, however, that CCE shall not be required to cure

such non-performance by Enron or its Affiliates nor shall CCE be liable for any

damages (including any liquidated damages referred to in this Agreement) caused

by such non-performance by Enron or its Affiliates, as long as CCE uses

commercially reasonable efforts to have such requests honored.

 

      (c)    Notwithstanding anything to the contrary in this Agreement, and as

long as CCE requests, and uses commercially reasonable efforts to have such

requests honored, that Enron provide the Enron Services, CCE shall not be

required to cure any non-performance of CCE Services to the extent caused by the

failure of Enron and its Affiliates to provide the Enron Services to CCE and its

Affiliates or to the Transfer Group Companies and/or the Northern Border

Companies nor shall CCE be liable for the non-performance of any CCE Services

including any damages (including any liquidated damages referred to in this

Agreement) to the extent caused by the failure of Enron and its Affiliates to

provide the Enron Services set forth in Section 1.01(b) hereof to CCE and its

Affiliates or to the Transfer Group Companies and/or the Northern Border

Companies

 

      2.03   Liquidated Damages. (a) The Parties hereto agree that the economic

injury to the Purchaser caused by unexcused non-performance of the Provider's

obligations under this Agreement will be difficult or impossible to precisely

calculate. Accordingly, the Parties agree that an amount equal to 100% of the

price of the

 

                                        9

<PAGE>

 

NORTHERN BORDER TRANSITION SERVICES AGREEMENT

 

applicable Transition Service calculated for the period of such unexcused

non-performance (exclusive of the period before or during any Cure Period), up

to a maximum of ninety (90) days with respect to any Transition Service, shall

be a reasonable, fair and non-punitive approximation of the economic injury

suffered by the Purchaser upon the Provider's unexcused failure to provide such

Transition Service in accordance with the terms of this Agreement. The Purc