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ITEM 14(a)3, EXHIBIT 10.20
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE (hereinafter "Settlement
Agreement") is made, entered into and effective as of October 1, 1996, by and
between Tesoro E&P Company, L.P., acting through its General Partner, Tesoro
Exploration and Production Company (hereinafter "Tesoro"), Coastal Oil & Gas
Corporation and Coastal Oil & Gas USA, L.P. (collectively referred to as
"Coastal"), and Tennessee Gas Pipeline Company (hereinafter "Tennessee"), as
follows:
WITNESSETH
WHEREAS, Tesoro and Coastal (collectively referred to as "Sellers") are
Sellers pursuant to a Gas Purchase and Sales Agreement dated January 16, 1979
by and between Tennessee, as buyer, National Exploration Company and Eton
Partnership, as seller, and Gulf Energy & Development Corporation, as gatherer,
as amended, covering certain leases in the Bob West Field and Falcon Field,
Zapata County, Texas and identified as Tennessee's Contract No. 805 and the Gas
Measurement Agreement dated January 16, 1979 by and between Tennessee, National
Exploration Company and Eton Partnership, and Gulf Energy & Development
Corporation (collectively, the "Contract");
WHEREAS, in 1990 and 1991, Sellers created two 352-acre gas units known
as the Tesoro Exploration and Production Company Guerra 352 Acre Gas Unit
(Guerra A Unit) and the Tesoro Exploration and Production Company U.S.A.-Guerra
352 Acre Gas Unit (Guerra B Unit) (collectively referred to as "the Guerra
Units");
WHEREAS, the Guerra Units are composed of certain acreage and leases,
limited to particular depths, including certain of the leases that were
originally dedicated to the Contract (such leases insofar as they cover the
particular depths in the Guerra Units are referred to as the "Dedicated
Leases") and other leases and acreage that were not originally dedicated to the
Contract, all of which is more specifically set forth and described in the
Declarations of Unit recorded at Vol. 617, p. 550, and at Vol. 626, p. 168,
respectively, in the official records of Starr County, Texas, and at Vol. 429,
p. 529, and at Vol. 436, p. 210, respectively, in the official records of
Zapata County, Texas, together with any amendments thereto (including the
Amendment recorded in Vol. 516, p. 263 of the official records of Zapata
County, Texas, and at Vol. 719, p. 531 of the official records of Starr County,
Texas), which acreage and leases are collectively referred to herein as "the
Unitized Acreage;"
WHEREAS, Sellers and Tennessee have had numerous ongoing disputes
involving the rights and obligations of the parties under the Contract;
WHEREAS, Sellers and Tennessee have litigated certain disputes which
were resolved by
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the Texas Supreme Court in THE LENAPE RESOURCES CORP. V. TENNESSEE GAS
PIPELINE COMPANY, 925 S.W. 2d 565 (Tex. 1996);
WHEREAS, Tennessee filed suit, styled TENNESSEE GAS PIPELINE COMPANY V.
KCS RESOURCES, INC., TESORO E&P COMPANY, AND COASTAL OIL & GAS CORPORATION,
Cause No. 3,510 in the 49th Judicial District Court of Zapata County Texas
(hereinafter the "Lawsuit") to litigate certain disputes;
WHEREAS, Sellers denied Tennessee's allegations and filed counterclaims
in the Lawsuit;
WHEREAS, Tennessee, after the decision by the Texas Supreme Court, has
asserted additional claims for repayment of moneys previously paid by Tennessee
for gas delivered under the Contract;
WHEREAS, the Federal Energy Regulatory Commission ("Commission") issued
Order No. 636, III FERC Stats & Regs. paragraph 30,939 (1992), which, among
other things, requires interstate pipelines that provided bundled sales service
to unbundle the sales, transportation, and storage services offered to
customers and to provide such unbundled services on a non-discriminatory basis;
WHEREAS, Tennessee has determined that it must terminate, assign or
otherwise realign its existing gas supply contracts with producers, including
but not limited to the Contract, in connection with implementing the
requirements of Order No. 636 in order to provide the unbundled services
contemplated by the Commission in Order No. 636 and to mitigate any costs
resulting from the realignment of Tennessee's existing gas supply contracts;
and
WHEREAS, Sellers and Tennessee now desire to reach a full and final
settlement and compromise of all matters, claims and causes of action arising
under the Contract or which were asserted or could have been asserted by them
in the Lawsuit or under the Contract.
NOW, THEREFORE, for and in consideration of the mutual covenants,
promises and agreements herein contained Sellers and Tennessee hereby agree and
stipulate as follows:
1. Tennessee and Sellers agree to settle and compromise all matters,
issues, claims, demands, and causes of action, whether known or unknown, which
have arisen, resulted from or arise out of or alleged to have arisen, resulted
from, or arise out of the Contract or the Lawsuit and agree to terminate the
Contract effective as of October 1, 1996 and release each other from the
Contract. Tennessee shall have no further obligations under the Contract to
Sellers or any obligation to buy gas attributable to Sellers' interests in the
Dedicated Leases. Sellers shall have no further obligations under the Contract
to Tennessee and shall not be obligated to sell gas attributable to their
interests in the Dedicated Leases to Tennessee. In consideration of this
Settlement Agreement, Tennessee shall pay to Sellers the aggregate sum of
Seventy-Four Million and 00/100 Dollars ($74,000,000.00) (the "Settlement Sum"),
by making, pursuant to written
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wiring instructions timely provided by Sellers, the following wire transfers
concurrently with the execution of this Settlement Agreement:
Tesoro: $51,800,000.00
Coastal: $22,200,000.00
2. In further consideration of this Settlement, Tennessee grants to
Sellers all rights and claims it may have to recover or recoup tax
reimbursements paid by Tennessee to Sellers pursuant to the Contract. This
grant does not include the right Tennessee may have to any repayment of tax
reimbursements paid by Tennessee directly to KCS Resources, Inc. or its
predecessors ("KCS") pursuant to the Contract.
3. In further consideration of this Settlement Agreement, Sellers and
Tennessee, concurrently with the signing of this Settlement Agreement, agree to
execute and deliver the Termination Agreement, a copy of which is attached
hereto and identified as Exhibit "A" (the "Termination Agreement").
4. Tennessee shall immediately dismiss Sellers and Sellers shall
immediately dismiss Tennessee from the Lawsuit with prejudice pursuant to the
Agreed Order of Dismissal, a copy of which is attached hereto and identified as
Exhibit "B".
5. Tesoro represents and warrants to Tennessee, which representations
and warranties Tesoro acknowledges are material, are relied on by Tennessee in
entering into this Settlement Agreement and shall survive the execution and
delivery of this Settlement Agreement, as follows:
(a) Tesoro is the sole owner of all interests formerly owned
by Tesoro Exploration and Production Company in the Dedicated Leases, the
Lawsuit, and the Contract;
(b) Except for the assignments to KCS of its back-in interest
and that certain Mortgage, Deed of Trust, Assignment of Production, Security
Agreement and Financing Statement, dated April 20, 1994, between Tesoro
Exploration and Production Company and Texas Commerce Bank National
Association, as agent, as subsequently assigned and amended, Tesoro has not
made any assignment, conveyance, sublease, or transfer to any other person or
entity of any interest in the Dedicated Leases, the Lawsuit, or the Contract;
(c) Tesoro is a limited partnership duly organized, and in
good standing under the laws of the State of Delaware and that Tesoro
Exploration and Production Company is the general partner of Tesoro;
(d) Tesoro has the power and authority to enter into and
perform this Settlement Agreement, the Agreed Order of Dismissal, and the
Termination Agreement; and
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(e) The execution, delivery and performance by Tesoro of this
Settlement Agreement, the Termination Agreement, and Agreed Order of Dismissal
have been duly authorized by all requisite partnership authorities, and this
Settlement Agreement, the Agreed Order of Dismissal, and the Termination
Agreement have been duly and validly executed and delivered on behalf of Tesoro
and are legal, valid and binding obligations of Tesoro enforceable against
Tesoro in accordance with their terms.
6. Coastal represents and warrants to Tennessee, which representations
and warranties Coastal acknowledges are material, are relied on by Tennessee in
entering into this Settlement Agreement and shall survive the execution and
delivery of this Settlement Agreement, as follows:
(a) Coastal is the sole owner of all interests formerly owned
by Coastal Oil & Gas Corporation in the Dedicated Leases, the Lawsuit, and the
Contract;
(b) Except for the assignments to KCS of its back-in interest,
Coastal has not made any assignment, conveyance, sublease, or transfer to any
other person or entity of any interest in the Dedicated Leases, the Lawsuit, or
the Contract;
(c) Coastal Oil & Gas USA, L.P. is a limited partnership duly
organized, and in good standing under the laws of the State of Delaware and
that Coastal Oil & Gas Corporation is the general partner of Coastal Oil & Gas
USA, L.P. Coastal Oil & Gas Corporation is a corporation duly organized, and
in good standing under the laws of the State of Delaware;
(d) Coastal has the power and authority to enter into and
perform this Settlement Agreement, the Agreed Order of Dismissal, and the
Termination Agreement; and
(e) The execution, delivery and performance by Coastal of this
Settlement Agreement, the Termination Agreement, and Agreed Order of Dismissal
have been duly authorized by all requisite corporate and partnership
authorities, and this Settlement Agreement, the Agreed Order of Dismissal, and
the Termination Agreement have been duly and validly executed and delivered on
behalf of Coastal and are legal, valid and binding obligations of Coastal
enforceable against Coastal in accordance with their terms.
7. Tennessee represents and warrants to Sellers, which representations
and warranties Tennessee acknowledges are material, are relied on by Sellers in
entering into this Settlement Agreement and shall survive the execution and
delivery of this Settlement Agreement, as follows:
(a) Tennessee is the sole buyer under the Contract and is the
sole owner of all rights and obligations of the Buyer under the Contract and is
the sole owner of all the claims it has made in the lawsuit;
(b) Tennessee has not made any assignment, conveyance,
sublease, or transfer to any other person or entity of any interest in the
Lawsuit or the Contract;
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(c) Tennessee is a corporation duly organized, and in good
standing under the laws of the State of Delaware;
(d) Tennessee has the power and authority to enter into and
perform this Settlement Agreement, the Agreed Order of Dismissal, and the
Termination Agreement; and
(e) The execution, delivery and performance by Tennessee of
this Settlement Agreement, the Termination Agreement, and Agreed Order of
Dismissal have been duly authorized by all requisite corporate authorities, and
this Settlement Agreement, the Agreed Order of Dismissal, and the Termination
Agreement have been duly and validly executed and delivered on behalf of
Tennessee and are legal, valid and binding obligations of Tennessee enforceable
against Tennessee in accordance with their terms.
8. Sellers, for themselves, their affiliates, and their successors and
assigns, covenant and agree that all rights and obligations under the Contract
are terminated and Sellers' interests under the Contract are released. Sellers
agree that their interests in the Dedicated Leases and the leases pooled
therewith are not now and will not in the future be committed to any other gas
purchase agreement under which Tennessee purchases gas without the express
written agreement of Tennessee.
9. Tesoro, on behalf of itself, its parent, affiliates, successors,
assigns, agents, officers, directors and employees (collectively, the "Tesoro
Parties"), forever waives, relieves, acquits, and fully discharges Tennessee,
its parent, affiliates, successors, assigns, agents, officers, directors, and
employees, including, without limitation, El Paso Energy Corporation,
(collectively, the "Tennessee Parties"), of and from any and all claims,
demands, actions, causes of action, suits, damages, liabilities or other
remedies whatsoever, known or unknown, in law or in equity, whether arising by
statute or at common law, that Tesoro now has, had or may hereafter have or
which could have been asserted, whether known or unknown, through and including
the execution date hereof, arising out of, associated with or related in any
way to the Contract or to the claims alleged in the Lawsuit (the "Tesoro
Released Claims"). Tesoro acknowledges that the foregoing is a general release
and' without limiting the generality thereof, is intended to release and
extinguish all of Tesoro's interest in, and rights under, the Tesoro Released
Claims.
10. Coastal, on behalf of itself, its parents, affiliates, successors,
assigns, agents, officers, directors and employees (collectively, the "Coastal
Parties"), forever waives, relieves, acquits, and fully discharges the Tennessee
Parties of and from any and all claims, demands, actions, causes of action,
suits, damages, liabilities or other remedies whatsoever, known or unknown, in
law or in equity, whether arising by statute or at common law, that Coastal now
has, had or may hereafter have or which could have been asserted, whether known
or unknown, through and including the execution date hereof, arising out of,
associated with or related in any way to the Contract or to the claims alleged
in the Lawsuit (the "Coastal Released Claims"). Coastal acknowledges that the
foregoing is a general release and, without limiting the generality thereof; is
intended to release and extinguish all of Coastal's interests in, and rights
under, the Coastal Released Claims.
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11. Tennessee, on behalf of the Tennessee Parties, forever waives,
relieves, acquits, and fully discharges the Tesoro Parties and the Coastal
Parties of and from any and all claims, demands, actions, causes of action,
suits, damages, liabilities or other remedies whatsoever, known or unknown, in
law or in equity, whether arising by statute or at common law, that Tennessee
now has, had or may hereafter have or which could have been asserted, whether
known or unknown, through and including the execution date hereof, arising out
of, associated with or related in any way to the Contract or to the claims
alleged in the Lawsuit (the "Tennessee Released Claims"). Tennessee
acknowledges that the foregoing is a general release and, without limiting the
generality thereof; is intended to release and extinguish all of Tennessee's
interests in, and rights under, the Tennessee Released Claims.
12. Tesoro agrees to indemnify, defend, and hold harmless the
Tennessee Parties from and against all claims, costs, expenses (including,
without limitation, attorneys fees), damages and liability whatsoever arising
directly or indirectly from or in connection with:
(a) any claim by the State of Texas or the Comptroller of the
State of Texas for severance taxes (including any penalties and interest) for
gas attributable to Tesoro's interest in the Dedicated Leases;
(b) any claim made by any royalty owner or any other
non-working interest owner in the Unitized Acreage for any royalty arising from
or out of Tesoro's interest in the Dedicated Leases as a result of or in
connection with the Contract, this Settlement Agreement, or the payments made
by Tennessee hereunder;
(c) the breach of any representation, warranty or covenant of
Tesoro set forth in this Settlement Agreement;
(d) nonperformance by Tesoro of any obligation under this
Settlement Agreement, the Agreed Order of Dismissal, or the Termination
Agreement; and
(e) any claim related to the Contract asserted by any person
or entity (other than KCS under the back-in assignments) who claims to have
received the assignment, conveyance, license or other transfer from Tesoro of
any interest under the Lawsuit, the Contract, the Unitized Acreage, or the
Dedicated Leases.
13. Coastal agrees to indemnify, defend, and hold harmless the
Tennessee Parties from and against all claims, costs, expenses (including,
without limitation, attorneys fees), damages and liability whatsoever arising
directly or indirectly from or in connection with:
(a) any claim by the State of Texas or the Comptroller of the
State of Texas for severance taxes (including any penalties and interest) for
gas attributable to Coastal's interest in the Dedicated Leases;
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(b) any claim made by any royalty owner or any other
non-working interest owner in the Unitized Acreage for any royalty arising from
or out of Coastal's interests in the Dedicated Leases as a result of or in
connection with the Contract, this Settlement Agreement, or the payments made
by Tennessee hereunder;
(c) the breach of any representation, warranty or covenant of
Coastal set forth in this Settlement Agreement;
(d) nonperformance by Coastal of any obligation under this
Settlement Agreement, the Agreed Order of Dismissal, or the Termination
Agreement; and
(e) any claim related to the Contract asserted by any person
or entity who claims to have received the assignment, conveyance, license or
other transfer from Coastal of any interest under the Lawsuit, the Contract,
the Unitized Acreage, or the Dedicated Leases.
14. Tennessee agrees to indemnify, defend, and hold harmless the Tesoro
Parties and Coastal Parties from and against all claims, costs, expenses
(including, without limitation, attorneys fees), damages and liability
whatsoever arising directly or indirectly from or in connection with:
(a) any claim by Gulf Energy Pipeline Company, its parents,
affiliates, successors, assigns, agents, officers, directors and employees (the
"Gulf Parties") arising from or in connection with the Contract; provided,
however, if Tennessee, Tesoro or Coastal is held to be liable to the Gulf
Parties for such claim pursuant to either a judgement or a settlement, then
Tesoro and Coastal shall be liable for 565/4100 of the amount of the judgement
or settlement up to a maximum liability of Tesoro and Coastal, collectively, of
Five Hundred Sixty Five Thousand Dollars ($565,000.00) and Tennessee shall be
liable for the remaining portion;
(b) any claim made by any customer of Tennessee for any
refund, damages or other compensation as a result of or in connection with the
Contract, this Settlement Agreement, or the payments made by Tennessee
hereunder;
(c) the breach of any representation, warranty or covenant of
Tennessee set forth in this Settlement Agreement;
(d) nonperformance by Tennessee of any obligation under this
Settlement Agreement, the Agreed Order of Dismissal, or the Termination
Agreement; and
(e) any claim related to the Contract asserted by any person
or entity who claims to have received the assignment, conveyance, license or
other transfer from Tennessee of any interest under the Lawsuit or the
Contract.
15. This Settlement Agreement and its attachments, including but not
limited to the
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Termination Agreement, embody the complete and entire agreement among the
parties concerning its subject matter and supersede any prior oral or written
representations, agreements or understandings or any contemporaneous oral
understandings, representations or agreements. This Settlement Agreement may not
be amended except in writing signed by all parties. Each party shall bear its
own costs and attorneys' fees in connection with the preparation, negotiation,
review and documentation of this Settlement Agreement and its various
attachments. The parties may execute this Settlement Agreement in counterparts,
by telecopy, which they shall confirm by promptly furnishing written originals
to each of the other parties. Counterparts when executed by all parties shall
constitute a complete Settlement Agreement as if each party had executed a
single document.
16. This Settlement Agreement shall extend to, be binding upon, and
inure to the benefit of the parties and their respective successors and
assigns; provided, however, that any assignment shall not release a party of
its obligations under this Settlement Agreement.
17. This Settlement Agreement shall be construed interpreted and
enforced in accordance with the laws of the State of Texas. Venue for any claim
arising out of this Settlement Agreement shall be Harris County, Texas.
18. Nothing in this Settlement Agreement or in the Termination
Agreement shall (i) in any way constitute an admission of liability by
Tennessee or Sellers with respect to the Lawsuit or any matters alleged
therein, or (ii) in any way constitute an admission against interest of either
Tennessee or Sellers.
Executed this 24th day of December, 1996.
TENNESSEE GAS PIPELINE COMPANY COASTAL OIL & GAS USA, L.P.
By Coastal Oil & Gas Corporation
its Managing Partner
By: /s/ JOHN W. SOMERHALDER II By: /s/ R. D. ERSKINE
--------------------------------- -------------------------------
Name: John W. Somerhalder II Name: R. D. Erskine
------------------------------- ----------------------------
Title: President Title: Sr. Vice President
------------------------------ ----------------------------
TESORO E&P COMPANY, L.P. COASTAL OIL & GAS CORPORATION
By Tesoro Exploration and Production
Company its General Partner
By: /s/ BRUCE A. SMITH By: /s/ R. D. ERSKINE
-------------------------------- --------------------------------
Name: Bruce A. Smith Name: R. D. Erskine
----------------------------- -----------------------------
Title: Chairman of the Board Title: Sr. Vice President
----------------------------- -----------------------------
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ACKNOWLEDGMENTS
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this 9th day of January,
1997, by John W. Somerhalder II, President of Tennessee Gas Pipeline Company, a
Delaware corporation, on behalf of said company.
[SEAL] /s/ ANN C. MEYER
---------------------------------------------
Notary Public in and for the State of Texas
STATE OF TEXAS )
)
COUNTY OF BEXAR )
This instrument was acknowledged before me on this 13th day of January,
1997, by Bruce A. Smith, Chairman of the Board of Tesoro Exploration and
Production Company, a Delaware corporation, general partner of Tesoro E&P
Company, L.P., a limited partnership, on behalf of said partnership.
[SEAL] /s/ LINDA IDEN
---------------------------------------------
Notary Public in and for the State of Texas
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this 23rd day of December,
1996 by R. D. Erskine, Sr. Vice President of Coastal Oil & Gas Corporation, a
Delaware corporation, on behalf of said corporation.
[SEAL] /s/ SHIRLEY A. COOPER
---------------------------------------------
Notary Public in and for the State of Texas
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this 23rd day of December,
1996 by R. D. Erskine, Sr. Vice President of Coastal Oil & Gas Corporation, a
Delaware corporation, general partner of Coastal Oil & Gas of Texas, L.P., a
limited partnership, on behalf of said partnership.
[SEAL] /s/ SHIRLEY A. COOPER
---------------------------------------------
Notary Public in and for the State of Texas
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EXHIBIT "A"
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (hereinafter "Termination Agreement") is
made, entered into and effective as of October 1, 1996, by and between Tesoro
E&P Company, L.P., acting through its General Partner, Tesoro Exploration and
Production Company (hereinafter "Tesoro"), Coastal Oil & Gas Corporation and
Coastal Oil & Gas USA, L.P. (collectively referred to as "Coastal"), and
Tennessee Gas Pipeline Company (hereinafter "Tennessee"), as follows:
WITNESSETH
WHEREAS, Tesoro and Coastal (collectively referred to as "Sellers") are
Sellers pursuant to a Gas Purchase and Sales Agreement dated January 16, 1979
by and between Tennessee, as buyer, National Exploration Company and Eton
Partnership, as seller, and Gulf Energy & Development, as gatherer, covering
certain leases in the Bob West Field and Falcon Field, Zapata County, Texas and
identified as Tennessee's Contract No. 805 (the "Contract");
WHEREAS, in 1990 and 1991, Sellers created two 352-acre gas units known
as the Tesoro Exploration and Production Company Guerra 352 Acre Gas Unit
(Guerra A Unit) and the Tesoro Exploration and Production Company U.S.A.-Guerra
352 Acre Gas Unit (Guerra B Unit) (collectively referred to as "the Guerra
Units");
WHEREAS, the Guerra Units are composed of certain acreage and leases,
limited to particular depths, including certain of the leases that were
originally dedicated to the Contract (such leases insofar as they cover the
particular depths in the Guerra Units are referred to as the "Dedicated
Leases") and other leases and acreage that were not originally dedicated to the
Contract, all of which is more specifically set forth and described in the
Declarations of Unit recorded at Vol. 617, p. 550, and at Vol. 626, p. 168,
respectively, in the official records of Starr County, Texas, and at Vol. 429,
p. 529, and at Vol. 436, p. 210, respectively, in the official records of
Zapata County, Texas, together with any amendments thereto (including the
Amendment recorded in Vol. 516, p. 263 of the official records of Zapata
County, Texas, and at Vol. 719, p. 531 of the official public records of Starr
County, Texas), which acreage and leases are collectively referred to herein as
"the Unitized Acreage;" and
WHEREAS, the Federal Energy Regulatory Commission ("Commission") issued
Order No. 636, III FERC Stats & Regs. paragraph 30,939 (1992), which, among
other things, requires interstate pipelines that provided bundled sales service
to unbundle the sales, transportation, and storage services offered to
customers and to provide such unbundled services on a non-discriminatory basis;
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WHEREAS, Tennessee has determined that it must terminate, assign or
otherwise realign its existing gas supply contracts with producers, including
but not limited to the Contract, in connection with implementing the
requirements of Order No. 636 in order to provide the unbundled services
contemplated by the Commission in Order No. 636 and to mitigate any costs
resulting from the realignment of Tennessee's existing gas supply contracts.
NOW, THEREFORE, for and in consideration of the mutual covenants,
promises and agreements herein contained Sellers and Tennessee hereby agree to
terminate the Contract and do hereby terminate the Contract as between Sellers
and Tennessee effective as of October 1, 1996 insofar as the Contract covers
Sellers' interest.
Executed this ____ day of ________, 199__.
TENNESSEE GAS PIPELINE COMPANY COASTAL OIL & GAS USA, L.P.
By Coastal Oil & Gas Corporation
its Managing Partner
By: By:
--------------------------------- --------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------ -----------------------------
TESORO E&P COMPANY, L.P. COASTAL OIL & GAS CORPORATION
By Tesoro Exploration and Production
Company, its General Partner
By: By:
--------------------------------- --------------------------------
Name: Name:
------------------------------- ------------------------------
Title: Title:
------------------------------ -----------------------------
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ACKNOWLEDGMENTS
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this _____ day of
_______________, 199__, by __________________________________,
________________________________ of Tennessee Gas Pipeline Company, a
_______________ corporation, on behalf of said company.
[SEAL]
---------------------------------------------
Notary Public in and for the State of Texas
STATE OF TEXAS )
)
COUNTY OF __________ )
This instrument was acknowledged before me on this _____ day of
_______________, 199__, by __________________________________,
________________________________ of Tesoro Exploration and Production Company,
a Delaware corporation, general partner of Tesoro E&P Company, L.P., a limited
partnership, on behalf of said partnership.
[SEAL]
---------------------------------------------
Notary Public in and for the State of Texas
STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this _____ day of
_____________, 199__ by ________________________, Vice President of Coastal Oil
& Gas Corporation, a Delaware corporation, on behalf of said corporation.
[SEAL]
---------------------------------------------
Notary Public in and for the State of Texas
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STATE OF TEXAS )
)
COUNTY OF HARRIS )
This instrument was acknowledged before me on this _____ day of
_____________, 199__ by ________________________, Vice President of Coastal Oil
& Gas Corporation, a Delaware corporation, general partner of Coastal Oil & Gas
of Texas, L.P., a limited partnership, on behalf of said partnership.
[SEAL]
---------------------------------------------
Notary Public in and for the State of Texas
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EXHIBIT "B"
No. 3,510
TENNESSEE GAS PIPELINE COMPANY ) IN THE DISTRICT COURT OF
)
Plaintiff, )
)
v. ) ZAPATA COUNTY, TEXAS
)
KCS RESOURCES, INC. )
TESORO E&P COMPANY, and )
COASTAL OIL & GAS CORPORATION, )
)
Defendants. ) 49TH JUDICIAL DISTRICT
JOINT MOTION TO DISMISS
TO THE HONORABLE COURT:
Tennessee Gas Pipeline Company ("Tennessee"), plaintiff, and Tesoro E&P
Company L.P. ("Tesoro"), and Coastal Oil & Gas Corporation ("Coastal")
defendants, move the Court to dismiss the claims each of them has asserted
against the other in this action because all matters of fact and things in
controversy between Tennessee and Tesoro and Coastal have been fully and
finally compromised and settled.
WHEREFORE, plaintiff Tennessee Gas Pipeline Company and Tesoro and
Coastal request that the Court dismiss the claims asserted by Tennessee against
Tesoro and Coastal with prejudice and dismiss the claims asserted by Tesoro and
Coastal against Tennessee with prejudice, each party to bear its own costs.
Respectfully submitted,
SUSMAN GODFREY L.L.P.
By:
------------------------------------------
Mark L.D. Wawro
Texas State Bar No. 20988275
Charles R. Eskridge III
Texas State Bar No. 06666350
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EXHIBIT "B"
1000 Louisiana Street, Suite 5100
Houston, Texas 77002-5096
Telephone: 713-651-9366
Facsimile: 713-653-7897
Attorneys for Plaintiff
Tennessee Gas Pipeline Company
SCOTT, DOUGLASS, LUTON
& McCONNICO, L.L.P.
By:
-------------------------------------
Elizabeth N. Miller
State Bar No. 14071100
Jane Webre
State Bar No. 21050060
600 Congress Avenue, Suite 1500
Austin, Texas 78701-3234
Telephone: 512-495-6300
Facsimile: 512-474-0731
Attorney for Defendants
Tesoro E&P Company L.P.
Coastal Oil & Gas Corporation
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EXHIBIT "B"
No. 3,510
TENNESSEE GAS PIPELINE COMPANY ) IN THE DISTRICT COURT OF
)
Plaintiff, )
)
v. ) ZAPATA COUNTY, TEXAS
)
KCS RESOURCES, INC. )
TESORO E&P COMPANY, and )
COASTAL OIL & GAS CORPORATION, )
)
Defendants. ) 49TH JUDICIAL DISTRICT
AGREED ORDER OF DISMISSAL
On _______________, 199__, this Court heard the Joint Motion of
Tennessee Gas Pipeline Company, plaintiff, and Tesoro E&P Company L.P.
("Tesoro"), and Coastal Oil & Gas Corporation ("Coastal"), defendants, seeking
dismissal of the claims each of them has asserted against the other with
prejudice. The Court finds that all matters in dispute between Tennessee Gas
Pipeline Company and Tesoro and Coastal have been fully and finally compromised
and settled.
IT IS, THEREFORE, ORDERED that the claims asserted by Tennessee Gas
Pipeline Company against Tesoro and Coastal be and are hereby dismissed with
prejudice to the rights of Tennessee to re-file the claims or any part of them
against Tesoro and Coastal.
IT IS FURTHER ORDERED that the claims asserted by defendants against
Tennessee Gas Pipeline Company be and are dismissed with prejudice to the
rights of Tesoro and Coastal to re-file the claims or any part of them against
Tennessee.
Each party is to bear its own costs.
SIGNED this _____ day of ___________________, 199___.
-------------------------------------
JUDGE PRESIDING
18
EXHIBIT "B"
APPROVED:
SUSMAN GODFREY L.L.P.
By:
---------------------------------
Mark L.D. Wawro
Texas State Bar No. 20988275
Charles R. Eskridge III
Texas State Bar No. 06666350
1000 Louisiana Street, Suite 5100
Houston, Texas 77002-5096
Telephone: 713-651-9366
Facsimile: 713-653-7897
Attorneys for Plaintiff
Tennessee Gas Pipeline Company
SCOTT, DOUGLASS, LUTON & McCONNICO, L.L.P.
By:
---------------------------------
Elizabeth N. Miller
State Bar No. 14071100
Jane Webre
State Bar No. 21050060
600 Congress Avenue, Suite 1500
Austin, Texas 78701-3234
Telephone: 512-495-6300
Facsimile: 512-474-0731
Attorneys for Defendants
Tesoro E&P Company L.P.
Coastal Oil & Gas Corporation
2