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EXHIBIT 10.20
COMPROMISE AND SETTLEMENT AGREEMENT
This Compromise and Settlement Agreement (the "Agreement") is made and
entered into by and between Remington Oil and Gas Corporation, a Delaware
corporation with an operating office in Dallas, Texas, on its own behalf and as
successor under the Farmout (as hereinafter defined) to Box Energy Corporation,
OKC Limited Partnership and OKC Corp. (hereinafter collectively referred to as
"Remington") on the one hand, and Xxxxxxxx Petroleum Company, a Delaware
corporation with an operating office in Bartlesville, Oklahoma, on its own
behalf and as successor under the Farmout (as hereinafter defined) to Xxxxxxxx
Oil Company and Aminoil USA, Inc. (hereinafter collectively referred to as
"Xxxxxxxx") on the other:
WITNESSETH:
WHEREAS, since on or about June 14, 1977, Remington and Xxxxxxxx have been
parties to that certain Farmout Agreement bearing the typed date May 9, 1977,
between OKC Corporation and Aminoil USA, Inc. covering an interest in OCS Lease
No. G-1618, which lease covers all of Xxxxx 00, Xxxxx Xxxx Xxxx, Xxxxxxxx
Xxxxxxxxx (hereinafter the "Farmout"); and
WHEREAS, Remington and Xxxxxxxx are the opposite parties in two lawsuits,
one currently pending as Xxxxxxxx Petroleum Company v. OKC Limited Partnership
a/k/a Remington Oil and Gas Corporation, No. 01-C-0065 in the Supreme Court of
Louisiana (also numbered as No. 99-CA-0502 in the Court of Appeal for the Fourth
Circuit of Louisiana and No. 91-13779 in the Civil District Court, Parish of
Orleans, Louisiana) (hereinafter the "Louisiana Action"), and the second
currently pending as Remington Oil and Gas Corporation, successor-in-interest to
Box Energy Corporation and OKC Limited Partnership x. Xxxxxxxx Petroleum
Company, No. 000-00000-00 in the 000xx Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx
(formerly No. 000-00000-00 in the 000xx Xxxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxx)
(hereinafter the "Texas Action"); and
WHEREAS, Remington and Xxxxxxxx have asserted numerous claims and
counterclaims in the Louisiana and Texas Actions against each other, and both
Remington and Xxxxxxxx have each denied and continue to deny the other party's
claims and have asserted affirmative defenses thereto; and
WHEREAS, in order to buy peace and avoid the expense, risk, and disruption
of continuing the Louisiana and Texas Actions and to prevent future litigation
between them, both Remington and Xxxxxxxx desire to enter into this Agreement
for the purpose of compromising and settling the claims, disputes, and potential
claims between them as more fully set forth in this Agreement, below,
NOW THEREFORE, in consideration of this Agreement, the releases, assignment
of interest, releases of judgment and judicial mortgages, dismissals with
prejudice of the Louisiana and Texas Actions, and the other agreements and
consideration set forth herein, which both Remington and Xxxxxxxx irrevocably
accept and acknowledge as being sufficient consideration for this Agreement,
Remington and Xxxxxxxx agree as follows:
1. Remington agrees to pay to Xxxxxxxx, in the manner set forth below,
the settlement sum of forty-two million, five hundred thousand U.S. dollars
($42,500,000). Remington agrees to pay this settlement sum by doing both of
(A) and (B) below:
A. Not later than two (2) business days after both parties have
executed this Agreement, Remington shall wire transfer twenty-one
million, two hundred fifty thousand U.S. dollars ($21,250,000) in
immediately available funds to Xxxxxxxx' Account No. 000-0-00000 in the
Chase Manhattan Bank, NY, ABA No. 000000000, Credit: Xxxxxxxx Petroleum
Company. The term "business day" as used herein means any day except (i)
a Saturday, (ii) a Sunday, or (iii) a day on which commercial banks in
Texas and New York or the national securities exchanges in the United
States are closed in accordance with applicable law.
B. (1) The remaining twenty-one million, two hundred fifty thousand
U.S. dollars ($21,250,000) shall be paid through Remington's transfer to
Xxxxxxxx of shares of Remington
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Common Stock, registered under the Securities Act of 1933 on
Registration Statement Number 333-57456 and related prospectus (which
prospectus will be supplemented in accordance with applicable securities
regulations so as to cover the shares to be issued to Xxxxxxxx) and
listed on the Nasdaq Stock Market (the "Nasdaq"), sufficient to enable
Xxxxxxxx to realize net sale proceeds of $21,250,000 (which shall be
defined as gross sales proceeds minus total commissions and fees not to
exceed $425,000) through market sales of such shares, in compliance with
any applicable trading and volume limitations, during the period
commencing on the date of delivery of the Initial Shares (as hereinafter
defined) to Xxxxxxxx and concluding on the corresponding date of the
sixth following month (the "Liquidation Period").
(2) The number of such shares to be initially delivered by
Remington to Xxxxxxxx (the "Initial Shares") shall be determined by
dividing the average of the daily average of high and low sale price for
such shares on the Nasdaq for the five trading days immediately
preceding the date on which both parties have executed this Agreement
(the "Floor Price") into $21,250,000. Remington shall deliver the
Initial Shares to Xxxxxxxx by sending electronically to X.X. Xxxxxx
Securities Inc., DTC #060, for the benefit of Xxxxxxxx Petroleum
Company, Account #00000000, with such delivery to be made as soon as
practicable, but in no event shall Remington be required to deliver the
Initial Shares to Xxxxxxxx before Xxxxxxxx has complied with the
requirements of Paragraph 3 of this Agreement, below. In the event
Remington for any reason does not deliver the Initial Shares to Xxxxxxxx
before the expiration of five (5) business days from the date on which
Xxxxxxxx furnishes to Remington written notice certifying that releases
of judicial mortgage have been sent or hand delivered in compliance with
Paragraph 3 of this Agreement, then Remington will, upon written demand
by Xxxxxxxx, wire transfer to Xxxxxxxx, within five (5) business days of
such demand, $21,250,000 in immediately available funds at the bank
wiring address shown in Paragraph 1A above; and, in that event, upon
receipt of such funds by Xxxxxxxx, Remington's obligations under this
Paragraph 1B shall terminate.
(3) Subject to the limitations set forth in the immediately
succeeding paragraphs, Xxxxxxxx will at its sole discretion, subject to
compliance with any applicable trading and volume limitations, sell the
Initial Shares with the objective of realizing net sales proceeds of
$21,250,000 during the Liquidation Period. Remington shall (a) keep
effective its Registration Statement covering the shares, (b) timely
make all required filings under the Securities Act of 1933 and the
Securities Exchange Act of 1934, (c) not make any untrue statement of a
material fact or omit to state a material fact required to be stated or
necessary to make any statement not misleading, and (d) not enter into
any transaction or make any commitment to issue, sell or deliver any
shares of Remington Common Stock to any person other than the issue of
(i) shares of Remington Common Stock covered by an effective
Registration Statement in connection with any currently-existing
Remington employee or director benefit plan or arrangement, including
without limitation, shares of Remington Common Stock issued or issuable
upon the exercise of stock options by Remington employees or directors,
shares of Remington Common Stock issued or issuable to directors under
Remington's Non-Employee Director Stock Purchase Plan, shares of
Remington Common Stock issued or issuable in connection with employee
and director stock grants; (ii) shares of Remington Common Stock covered
by an effective Registration Statement and issued or issuable in
connection with the conversion of Remington's 8 1/4% Convertible
Subordinated Notes Due 2002; and (iii) shares of Remington Common Stock
in connection with the exercise of warrants owned by S-Sixteen Limited
Partnership, J.R. Simplot or their affiliates or designees.
(4) During the Liquidation Period, Xxxxxxxx shall not sell any
Initial Shares at a price below the Floor Price. Beginning thirty-one
(31) days after the date on which both Remington and Xxxxxxxx have
signed this Agreement and for the remainder of the Liquidation Period,
on any day on which Xxxxxxxx desires to sell shares, and on which the
Nasdaq sales price does not exceed the Floor Price for sufficient shares
to enable Xxxxxxxx to sell the number of shares it desires to sell,
Xxxxxxxx may sell back to Remington, and Remington agrees to buy on the
next trading day at the Floor Price per share, the Initial Shares that
could not be sold for at least such Floor Price on the previous trading
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day. Remington shall not, however, be required to purchase more than
100,000 shares during any calendar week and, except as set forth in this
Paragraph 1B(4), and in Paragraph 1B(6) below, Remington shall not be
required to purchase or deliver to Xxxxxxxx any shares after the
expiration of the Liquidation Period; provided that if Xxxxxxxx is
prevented from selling all or any portion of the Initial Shares during
the Liquidation Period by order or requirement of a court, the United
States Securities and Exchange Commission or other governmental
authority, action of Nasdaq or Remington, or any other cause that is
beyond Xxxxxxxx' reasonable control, then Remington's obligation to buy
Initial Shares at the Floor Price, as stated above, shall be extended
beyond the Liquidation Period for the same amount of time that Xxxxxxxx
was prevented or restricted from selling such shares.
(5) It is further agreed that, during the Liquidation Period or any
extension thereof, Xxxxxxxx shall not acquire any shares of Remington
Common Stock other than Initial Shares and Additional Shares (as
hereinafter defined).
(6) Xxxxxxxx will provide Remington a detailed accounting on a
weekly basis of shares sold and of gross and net proceeds. In the event
that Xxxxxxxx realizes net sale proceeds of $21,250,000 through sale of
Initial Shares prior to completion of the Liquidation Period, Xxxxxxxx
shall immediately notify Remington when the realized amount reaches
$21,250,000, discontinue such sales, and redeliver to Remington any
Initial Shares remaining unsold. If Xxxxxxxx sells all of the Initial
Shares but does not realize aggregate net sales proceeds of $21,250,000,
then Remington shall as soon as practicable and in no event later than
five (5) business days following receipt of written demand from Xxxxxxxx
deliver to Xxxxxxxx the number of additional shares computed by dividing
the average of the daily average of high and low sales prices for such
shares on the Nasdaq for the five trading days prior to the date of the
demand into the difference between $21,250,000 and the actual aggregate
net sales proceeds realized from the sale of all of the Initial Shares
(the "Additional Shares").
(7) Notwithstanding the above, Remington may at any time during the
Liquidation Period tender to Xxxxxxxx in immediately available funds an
amount equal to the difference between $21,250,000 and the actual
aggregate net sales proceeds Xxxxxxxx has realized from the sale of
Initial Shares through the previous trading day, and Xxxxxxxx will, upon
receipt of such funds, discontinue such sales and redeliver to Remington
any Initial Shares remaining unsold.
2. Concurrently with the execution of this Agreement, both Remington
and Xxxxxxxx shall execute the original of the Assignment, a copy of which
is attached as Exhibit A to this Agreement. Xxxxxxxx shall retain custody
of such fully-executed Assignment, but shall deliver said fully-executed
Assignment to Remington at Remington Oil and Gas Corporation, 0000 Xxxxxxx
Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attn: Xx. Xxxxx X. Xxxx, President,
within two (2) business days after Xxxxxxxx' Bank has received the wire
transfer of funds described in Paragraph 1A, above.
3. Within five (5) business days after both parties have executed this
Agreement, Xxxxxxxx shall: (a) execute and send by Federal Express,
overnight delivery or, at Xxxxxxxx' option, hand deliver, for recording, to
the clerk of each Louisiana Parish in which Xxxxxxxx has previously filed a
judgment arising from the Louisiana Action, a Release of Judicial Mortgage
in the form attached as Exhibit B to this Agreement and (b) execute and
hand deliver to the United States Minerals Management Service in New
Orleans, Louisiana, a Release of Judicial Mortgage in the form attached as
Exhibit C to this Agreement.
4. Remington agrees to defend, indemnify, and hold Xxxxxxxx harmless
from any and all claims, demands, actions, and causes of action, if any, of
whatsoever nature or kind, whenever made, that arise from or relate to the
making of this Agreement or any aspect of Paragraph 1B, above, or Xxxxxxxx'
sale of the shares contemplated by Paragraph 1B above , EVEN IF THE PERSON,
PERSONS, OR ENTITY MAKING SUCH A CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
ASSERTS THAT XXXXXXXX WAS NEGLIGENT OR STRICTLY LIABLE. It is provided,
however, that the indemnity and hold harmless in this Paragraph 4 shall not
apply to or cover: (a) claims, demands, actions, or causes of action
asserted by persons in their capacity as Xxxxxxxx' shareholders, or (b)
claims, demands, actions, or causes of action asserted by persons to whom
Xxxxxxxx
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has offered or sold Remington Common Stock based on the allegation that
Xxxxxxxx made statements about Remington's Common Stock that were not also
made or approved by Remington.
5. In addition to the requirements set forth in the Assignment
attached as Exhibit A, Remington agrees to bear, and to defend, indemnify,
and hold Xxxxxxxx harmless from, any and all claims, demands, actions,
administrative proceedings, costs, liability, and causes of action of every
kind or character whatsoever, whenever made, arising from or related to OCS
Lease No. G-1618, which covers Block 00, Xxxxx Xxxx Xxxx, Xxxxxxxx
Xxxxxxxxx, operations or the cessation of operations thereon, or the
transportation or sale of products therefrom, including, but not limited
to, plugging and abandonment liabilities and costs; dismantlement or
removal of offshore platforms and any facilities related to the above
referenced Block 89 and OCS Lease No. G-1618; injuries or death of persons;
damage to property of any kind; pollution, contamination, or other
environmental cost, harm or liability of any kind; breach of contract,
tort, or statutory liability; or violation of any law, rule or regulation,
including without limitation, all claims, demands, actions, administrative
or regulatory proceedings, and causes of action for damages, punitive or
exemplary damages, fines, penalties, plugging, cleanup or other costs or
expenses, and attorneys' fees. REMINGTON EXPRESSLY AGREES THAT THIS
OBLIGATION TO INDEMNIFY AND HOLD HARMLESS APPLIES EVEN IF THE PERSON,
PERSONS, OR ENTITY MAKING SUCH A CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION
ASSERTS THAT XXXXXXXX IS OR WAS NEGLIGENT OR STRICTLY LIABLE.
6. Xxxxxxxx (on behalf of itself, its predecessors, successors, and
assigns) hereby generally releases, relinquishes, and forever discharges
any and all claims, demands, actions, and causes of action, known and
unknown, legal and equitable, of every kind and character whatsoever, that
it has or may have against Remington that arise out of or pertain to OCS
Lease No. G-1618, the Farmout, interests assigned or reserved by Xxxxxxxx
therein, the Farmout's net profits account for all time periods, the
Louisiana Action, or the Texas Action.
7. Remington (on behalf of itself, its predecessors, successors and
assigns) hereby generally releases, relinquishes, and forever discharges
any and all claims, demands, actions, and causes of action, known and
unknown, legal and equitable, of every kind and character whatsoever, that
it has or may have against Xxxxxxxx that arise out of or pertain to OCS
Lease No. G-1618, the Farmout, interests assigned or reserved by Xxxxxxxx
therein, any claim for reimbursement to Remington or the net profits
account, the Louisiana Action, or the Texas Action. Without limiting the
generality of the foregoing, Remington expressly releases Xxxxxxxx from any
and all claims, demands, actions, or causes of action of every kind or
character whatsoever that Remington has or may have arising out of or
related to Xxxxxxxx' efforts to collect any judgment in the Louisiana
Action, including without limitation, Xxxxxxxx' filing or recording of
judgments, liens, judicial mortgages, or lis pendens, and any actions,
proceedings, or suits to record or register judgments in the Louisiana
Action in other States, and any claim for payment or reimbursement of any
part of either of the settlements Remington agreed to pay the Minerals
Management Service that are described in Note 9 to the Consolidated
Financial Statements included in Remington's Annual Report (SEC Form 10-K)
for the year 2000, dated on or about March 16, 2001.
8. In addition to the settlement sum specified in Paragraph 1 of this
Agreement, above, Remington agrees to pay Xxxxxxxx the additional sum of
three hundred ninety-eight thousand, two hundred nine U.S. dollars
($398,209). Remington and Xxxxxxxx agree that the additional sum that
Remington is required to pay Xxxxxxxx by this Paragraph 8 is in lieu of the
following: (i) any net profits payments for April and May 2001, and (ii)
any audit or claims by Xxxxxxxx related to the net profits account. Within
two (2) business days after the date on which Remington receives the
Assignment described in Paragraph 2 of this Agreement, above, Remington
will wire transfer the additional payment required by this Paragraph 8 in
immediately available funds to Xxxxxxxx at the wiring address specified in
Paragraph 1A of this Agreement, above.
9. Remington and Xxxxxxxx agree to instruct their attorneys promptly
to have both the Louisiana and Texas Actions dismissed, including all
claims and counterclaims therein, with prejudice to the refiling of same,
and with each party to bear its own costs and attorneys' fees.
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10. Both Remington and Xxxxxxxx acknowledge that both of them are
entering into this Agreement, and doing all of the acts provided for by
this Agreement, for the sole purposes of compromising and settling disputed
claims, buying peace, and bringing an end to costly, unpleasant, and
disruptive litigation. Neither this Agreement, nor anything done by either
party pursuant to this Agreement, is, or shall ever be deemed, any evidence
or admission that any claim, counterclaim, or defense of the other party
has any validity. Indeed, both parties have denied, and continue to deny,
all claims, counterclaims, and defenses asserted by the opposite party in
the Louisiana and Texas Actions.
11. This Agreement, the exhibits hereto, and the other documents
expressly referred to herein constitute and contain the complete agreement
between these parties as to this compromise and settlement and all other
matters referred to or encompassed herein. There are no representations,
statements, agreements, or warranties other than those expressly set forth
herein or in the exhibits or other documents referred to herein, and each
party to this Agreement conclusively represents and acknowledges that it is
not relying on anything any opposing party or the opposing party's
officers, attorneys, or other agents may have said, except those matters
expressly set forth herein.
12. Notwithstanding anything in this Agreement to the contrary, the
releases contained herein are not intended to, and do not, release either
party hereto from liability in the future, if any, for any breaches of this
Agreement or any of the documents attached as exhibits hereto.
13. This Agreement may not be amended or modified except in writing
signed by both Remington and Xxxxxxxx. A breach of this Agreement may be
waived only by a written waiver by the party granting the waiver. The
waiver of any breach shall neither operate nor be construed as a waiver of
any other breach of this Agreement or as a continuing waiver.
14. All releases, indemnities, defense obligations, and hold harmless
agreements contained in this Agreement shall extend, inure to the benefit
of, and cover the released, indemnified, or held harmless party's current
and former directors, officers, employees, agents, attorneys,
predecessors-in-interest under the Farmout, partners, co-venturers,
subsidiaries, and affiliated corporations. This Agreement and the terms,
provisions, obligations, indemnities, hold harmless agreements, and other
rights and benefits hereof shall be binding on, and shall inure to the
benefit of, Remington and Xxxxxxxx and their respective successors and
assigns.
15. This Agreement shall be construed and enforced under the laws of
the State of Texas.
16. Remington and Xxxxxxxx agree: (a) not to make any press release
about this Agreement or settlement of the Louisiana or Texas Actions that
has not been approved in advance by the other party and (b) not to make any
press release about this Agreement or settlement of the Louisiana or Texas
Actions until this Agreement has been signed by both parties.
17. Any dispute or complaint relating to or arising from this
Agreement or any obligation, covenant, or indemnity herein or exhibit
hereto shall be resolved pursuant to the dispute resolution procedures set
forth in this Paragraph 17. Either party desiring to initiate such dispute
resolution procedures shall do so by sending written notice and a
description of the complaint or grievance to the other party. Xx. Xxxxx X.
Xxxx, President of Remington, and Xx. X. X. Xxxxxx, Vice President of
Xxxxxxxx, or their successors in office, shall meet at the receiving
party's office within fourteen (14) days after receipt of the notice and
shall meet thereafter as they may mutually agree to attempt to resolve the
dispute; provided, however, if the dispute has not been resolved within
sixty (60) days after the date when the receiving party received the notice
of the complaint or grievance, then either party may require that the
controversy be settled by binding arbitration in accordance with the CPR
Institute for Dispute Resolution Rules for Non-Administered Arbitration, by
three arbitrators who shall be neutral, independent, and generally
knowledgeable about the type of transaction which gave rise to the dispute.
The arbitration shall be governed by the United States Arbitration Act, 9
U.S.C. sec.sec. 1-16. The arbitrators may award injunctive, declaratory, or
other equitable relief, as well as monetary relief, but the arbitrators may
not award punitive or exemplary damages except by way of enforcement of
indemnities and hold harmless obligations set forth herein. The party who
is successful in arbitration shall recover its reasonable attorneys' fee
from the other
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party, with the arbitrators to determine the amount of such fee. The place
of arbitration shall be Dallas, Texas. Judgment upon the award rendered by
the arbitrators may be entered by any court having jurisdiction thereof.
18. No provision of this Agreement or the Exhibits hereto shall be
construed against, or interpreted to the disadvantage of, either party by
reason of such party's having, or being deemed to have, drafted, devised,
or imposed such provision.
19. Except as otherwise expressly set forth above, all notices,
demands, and other communications pertaining to this Agreement shall be
sent in writing and either (a) personally served on the persons designated
at the addresses below, or (b) served by overnight courier guaranteeing
overnight or second day delivery, or (c) served by telecopier during normal
business hours with the original then forwarded by certified or registered
United States Mail, to the following addresses:
If to Xxxxxxxx:
Mailing Address: Physical Address:
Xxxxxxxx Petroleum Company Xxxxxxxx Petroleum Company
Post Office Box 1967 0000 Xxxx Xxxx Xxxxx
Xxxxxxx, XX 00000-0000 Xxxxxxxx, XX 00000-0000
Attn: Xxxxx X. Xxxx, Attn: Xxxxx X. Xxxx,
Central Region Manager Central Region Manager
Americas Division Americas Division
Facsimile Number: (000) 000-0000
with a copy to:
Xxxxxxxx Petroleum Company
0000 Xxxxx Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxxx
Associate General Counsel
Facsimile Number: (000) 000-0000
If to Remington:
Address:
Remington Oil and Gas Corporation
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xx. Xxxxx X. Xxxx
Facsimile Number: (000) 000-0000
Notices, demands, and other communications are not effective until actually
received by the receiving party. Either party may change its addresses and/or
telecopier numbers upon written notice to the other party.
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IN WITNESS HEREOF, the parties have caused this Agreement to be executed by
their duly authorized agents, in the State of Texas, on May 22, 2001.
REMINGTON OIL AND GAS CORPORATION
By: /s/ XXXXX X. XXXX
------------------------------------
Xxxxx X. Xxxx
President and Chief Executive Officer
XXXXXXXX PETROLEUM COMPANY
By: /s/ X. X. XXXXXX
------------------------------------
X. X. Xxxxxx,
Vice President
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EXHIBIT A
TO COMPROMISE AND SETTLEMENT AGREEMENT
ASSIGNMENT
This Assignment is made and executed by Xxxxxxxx Petroleum Company, a
Delaware corporation with an operating office in Bartlesville, Oklahoma,
hereinafter referred to as "Assignor," in favor of Remington Oil and Gas
Corporation, a Delaware corporation with an operating office in Dallas, Texas,
hereinafter referred to as "Assignee."
For and in consideration of Ten ($10.00) Dollars cash in hand paid, and in
exchange for other good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, Assignor does hereby transfer, set over, grant,
assign, convey and deliver unto Assignee, all of Assignor's right, title,
interest and estate in and to those certain net profits and overriding royalty
interests reserved in the following instruments:
(i) that certain Assignment of Interest in Oil and Gas Lease dated May
26, 1977 between Aminoil USA, Inc. and OKC Corp. that reserved and
transferred interests in that certain oil and gas lease dated July 1, 0000
xxxxxxx xxx Xxxxxx Xxxxxx xx Xxxxxxx, as lessor, and Signal Oil and Gas
Company, The Louisiana Land and Exploration Company, Marathon Oil Company
and Amerada Petroleum Corporation, as lessees, being OCS Lease No. G-1618,
covering all of Block 89, South Pass Area, Offshore Louisiana (the
"Lease"); and
(ii) that certain Farmout Agreement dated May 9, 1977, as amended,
between Aminoil USA, Inc. and OKC Corporation and covering and affecting
the Lease.
(collectively, the "Interests").
This Assignment is subject to the following terms, covenants and
conditions:
I.
Assignor warrants its title to the Interests as to and against claims,
clouds, and encumbrances arising by, through, and under Assignor, but not
otherwise.
II.
Assignee shall be responsible for obtaining any necessary waivers and/or
releases of preferential or preemptive purchase rights, lessors' approvals, and
any other consents to transfer the Interests and agrees to indemnify and hold
Assignor harmless from any and all claims and liability arising out of or in
connection therewith.
III.
1. Assignee, at its sole cost, risk and expense, assumes and is responsible
for all obligations arising in connection with the ownership, operation of, or
production from, the Interests and all liabilities associated therewith,
regardless of when and how such liabilities and obligations arose or may arise,
including, without limitation, those arising under or by virtue of (a) any
federal, state or local laws, rules, orders and regulations (collectively,
"Laws") applicable to plugging and abandoning all xxxxx now and hereafter
located on the Lease and to dismantling or removing therefrom all platforms and
equipment, all in full compliance with all such applicable Laws and the terms
and conditions of the Lease and applicable agreements; and (b) any settlements
made with, and any claims, whether for royalties or otherwise asserted by, the
lessor of the Lease, or the Minerals Management Service, that relate in any way
to the Interests.
2. ASSIGNEE HEREBY AGREES AS OF THE EFFECTIVE TIME TO ASSUME, BE BOUND BY
AND SUBJECT TO, AND PERFORM EACH AND EVERY OF ASSIGNOR'S EXPRESS AND IMPLIED
COVENANTS AND OBLIGATIONS, IF ANY, WITH RESPECT TO THE INTERESTS.
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ASSIGNEE SHALL PROTECT AND DEFEND ASSIGNOR FROM AND INDEMNIFY AND HOLD HARMLESS
ASSIGNOR AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PUNITIVE DAMAGES,
FINES, PENALTIES, COSTS, EXPENSES (INCLUDING COST OF DEFENSE AND ATTORNEYS'
FEES) OR LIABILITIES OF ANY KIND, ON ACCOUNT OF INJURIES TO OR DEATH OF PERSONS,
DAMAGE TO PROPERTY OF ANY KIND, POLLUTION OR OTHER ENVIRONMENTAL HARM OF ANY
KIND OR THE VIOLATION OF ANY LAW, RULE OR REGULATION ARISING WHOLLY OR IN PART
FROM OR IN CONNECTION WITH OR RESULTING FROM THE OWNERSHIP OR OPERATION OF, OR
PRODUCTION FROM, THE INTERESTS OR ANY AND ALL OF THE OBLIGATIONS OR LIABILITIES
ASSUMED BY ASSIGNEE TO ASSIGNOR UNDER THIS INSTRUMENT, AND/OR ASSIGNEE'S FAILURE
TO DISCHARGE ANY OF THE SAME, WITHOUT REGARD TO ANY NEGLIGENCE, STRICT OR
ABSOLUTE LIABILITY OR OTHER FAULT OF ASSIGNOR.
3. If any release, assumption of obligation or liability, or indemnity is
held to be invalid or unenforceable, then the parties intend and agree that the
remaining portion of such release, assumption or indemnity shall remain in force
and effect, modified to the minimum extent required to comply with applicable
law for enforceability.
IV.
Any dispute or complaint relating to or arising from this Assignment and
the obligations and covenants herein shall be resolved pursuant to the dispute
resolution procedures set forth in this section IV. Either party desiring to
initiate such dispute resolution procedures shall send written notice and a
description of a complaint or grievance to the other party. The parties'
designated representatives having authority to settle the dispute shall meet at
the receiving party's offices within fourteen (14) days after receipt of the
notice and shall meet thereafter as they may mutually agree; provided, however,
that if the dispute has not been resolved within sixty (60) days after the date
when the receiving party received the notice of complaint, then either party may
require that the controversy be settled by binding arbitration in accordance
with the CPR Institute for Dispute Resolution Rules for Non-Administered
Arbitration, by three arbitrators who shall be neutral, independent, and
generally knowledgeable about the type of transaction which gave rise to the
dispute. The arbitration shall be governed by the United States Arbitration Act,
9 U.S.C. 1-16. Judgment upon the award rendered by the arbitrator may be entered
by any court having jurisdiction thereof. The place of arbitration shall be
Dallas, Texas.
V.
The parties agree to execute all such other and additional instruments and
other documents as may be necessary to effectuate the terms of this agreement.
VI.
The provisions hereof shall be covenants running with the land affected by
the Lease and shall be binding upon and inure to the benefit of the parties
hereto, their respective successors and assigns. Any conveyance or transfer of
the Interests shall provide that the transferee or assignee expressly assumes
all of Assignee's obligations hereunder.
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IN WITNESS WHEREOF, this instrument is signed and executed in multiple
counterparts as of the date(s) set forth on the acknowledgments hereto, but,
shall be effective for all purposes as of 12:01 o'clock a.m., local time, June
1, 2001 (the "Effective Time").
WITNESSES: ASSIGNOR:
XXXXXXXX PETROLEUM COMPANY
-----------------------------------------------------
By: -------------------------------------------------
-----------------------------------------------------
ASSIGNEE:
----------------------------------------------------- REMINGTON OIL AND GAS CORPORATION
-----------------------------------------------------
By: -------------------------------------------------
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00
XXXXXXXXXXXXXXX
XXXXX XX XXXXX
XXXXXX XX XXXXXX
Xx this day of , 2001, before me appeared ,
to me personally known, who being by me duly sworn, did say that he is the
of XXXXXXXX PETROLEUM COMPANY, a Delaware corporation, and that said
instrument was signed on behalf of said corporation by authority of its Board of
Directors, and said appearer acknowledged that he executed the same as the free
act and deed of said corporation.
------------------------------------
NOTARY PUBLIC
STATE OF TEXAS
COUNTY OF
On this day of , 2001, before me appeared ,
to me personally known, who being by me duly sworn, did say that he is the
of REMINGTON OIL AND GAS CORPORATION, a Delaware corporation, and that
said instrument was signed on behalf of said corporation by authority of its
Board of Directors, and said appearer acknowledged that he executed the same as
the free act and deed of said corporation.
------------------------------------
NOTARY PUBLIC
A-4
12
EXHIBIT B
TO COMPROMISE AND SETTLEMENT AGREEMENT
CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS
STATE OF LOUISIANA
NUMBER 91-13779 SECTION "13" DIVISION "J"
XXXXXXXX PETROLEUM COMPANY
VERSUS
REMINGTON OIL AND GAS CORPORATION, F/K/A
OKC LIMITED PARTNERSHIP
FILED:
--------------------------------------------
------------------------------------------------------
DEPUTY CLERK
RELEASE OF JUDICIAL MORTGAGE
UNITED STATES OF AMERICA
STATE OF TEXAS
XXXXXX COUNTY
CITY OF BELLAIRE
BE IT KNOWN, that on this day of , 2001, before me,
the undersigned Notary Public duly commissioned and qualified, personally came
and appeared:
(hereinafter referred to as "APPEARER")
a duly authorized representative of and agent and attorney-in-fact for the
Xxxxxxxx Petroleum Company (hereafter referred to as "XXXXXXXX"), who is the
judgment creditor of the following:
(i) That certain judgment of the Fourth Circuit Court of Appeal of the
State of Louisiana, dated January 5, 2000, in favor of Xxxxxxxx Petroleum
Company and against Remington Oil and Gas Corporation, f/k/a OKC Limited
Partnership, rendered in connection with the matter styled, "Xxxxxxxx
Petroleum Company x. Xxxxxxxxx Oil and Gas Corporation," on the docket of
the Fourth Circuit Court of Appeal, State of Louisiana, bearing case number
99-CA-0502, recorded on , at instrument number , MOB
, folio , mortgage records of the Parish of ,
State of Louisiana (hereinafter the "FIRST JUDICIAL MORTGAGE"); and
(ii) That certain judgment of the Fourth Circuit Court of Appeal dated
December 15, 2000 in favor of Xxxxxxxx Petroleum Company and against
Remington Oil and Gas Corporation f/k/a OKC Limited Partnership rendered in
connection with the matter styled "Xxxxxxxx Petroleum Company x. Xxxxxxxxx
Oil and Gas Corporation" on the docket of the Fourth Circuit Court of
Appeal, State of Louisiana, bearing case number 99-CA-0502 recorded on
at instrument number , MOB , folio
, mortgage records of the Parish of , State of
Louisiana (hereinafter the "SECOND JUDICIAL MORTGAGE").
The said Appearer declares that Xxxxxxxx is the last judgment creditor and
owner of all rights and privileges contained in the First and Second Judicial
Mortgages, that Xxxxxxxx acknowledges that the judgments referenced in said
First and Second Judicial Mortgages have been fully settled and compromised in
13
accordance with agreement of the parties, and that Xxxxxxxx desires to grant
releases of said First and Second Judicial Mortgages, and that it authorizes and
requires the Clerk of Court, and/or recorder of mortgages for the Parish of
to cancel and erase from the record of his office the inscription of
said First Judicial Mortgage made in mortgage instrument , MOB
, folio and Second Judicial Mortgage made in mortgage
instrument , MOB , folio .
This done and passed at my offices at Bellaire, Texas, in the presence of
the witnesses hereunto and attesting both competent, who signed these presents
with said Appearer and me, notary, on the date and year stated above.
WITNESSES:
--------------------------------------------- ---------------------------------------------
AUTHORIZED REPRESENTATIVE AND
ATTORNEY-IN-FACT
OF XXXXXXXX PETROLEUM COMPANY
---------------------------------------------
SWORN TO AND SUBSCRIBED
BEFORE ME THIS DAY OF
, 2001.
---------------------------------------------
NOTARY PUBLIC
B-2
14
EXHIBIT C
TO COMPROMISE AND SETTLEMENT AGREEMENT
CIVIL DISTRICT COURT FOR THE PARISH OF ORLEANS
STATE OF LOUISIANA
NUMBER 91-13779 SECTION "13" DIVISION "J"
XXXXXXXX PETROLEUM COMPANY
VERSUS
REMINGTON OIL AND GAS CORPORATION, F/K/A
OKC LIMITED PARTNERSHIP
FILED:
--------------------------------------------
------------------------------------------------------
DEPUTY CLERK
RELEASE OF JUDICIAL MORTGAGE
UNITED STATES OF AMERICA
STATE OF TEXAS
XXXXXX COUNTY
CITY OF BELLAIRE
BE IT KNOWN, that on this day of , 2001, before me,
the undersigned Notary Public duly commissioned and qualified, personally came
and appeared:
(hereinafter referred to as "APPEARER")
a duly authorized representative of and agent and attorney-in-fact for the
Xxxxxxxx Petroleum Company (hereafter referred to as "XXXXXXXX"), who is the
judgment creditor of the following:
(i) That certain judgment of the Fourth Circuit Court of Appeal of the
State of Louisiana, dated January 5, 2000, in favor of Xxxxxxxx Petroleum
Company and against Remington Oil and Gas Corporation, f/k/a OKC Limited
Partnership, rendered in connection with the matter styled, "Xxxxxxxx
Petroleum Company x. Xxxxxxxxx Oil and Gas Corporation," on the docket of
the Fourth Circuit Court of Appeal, State of Louisiana, bearing case number
99-CA-0502 (hereinafter the "FIRST JUDICIAL MORTGAGE"); and
(ii) That certain judgment of the Fourth Circuit Court of Appeal dated
December 15, 2000 in favor of Xxxxxxxx Petroleum Company and against
Remington Oil and Gas Corporation f/k/a OKC Limited Partnership rendered in
connection with the matter styled "Xxxxxxxx Petroleum Company x. Xxxxxxxxx
Oil and Gas Corporation" on the docket of the Fourth Circuit Court of
Appeal, State of Louisiana, bearing case number 99-CA-0502 (hereinafter the
"SECOND JUDICIAL MORTGAGE").
The said Appearer declares that Xxxxxxxx is the last judgment creditor and
owner of all rights and privileges contained in the First and Second Judicial
Mortgages, that Xxxxxxxx acknowledges that the judgments referenced in said
First and Second Judicial Mortgages have been fully settled and compromised in
accordance with agreement of the parties, and that Xxxxxxxx desires to grant
releases of said First and Second Judicial Mortgages, and that it has authorized
and required the Clerks of Court, and/or recorder of mortgages for the Parishes
of Orleans, Jefferson, Cameron, St. Xxxx, Iberia, Vermilion, Plaquemines, St.
Xxxxxxx and
15
Terrebonne to cancel and erase from the record of their offices the inscriptions
of said First and Second Judicial Mortgages.
Appearer further declares and requests that this Release of Judicial
Mortgage be accepted by the United States Department of Interior, Mineral
Management Service and filed by it in the files maintained by the MMS with
respect to those certain oil and gas leases described on Exhibit "A" attached
hereto.
Thus done and passed at my offices at Bellaire, Texas, in the presence of
the witnesses hereunto and attesting both competent, who signed these presents
with said Appearer and me, notary, on the date and year stated above.
WITNESSES:
----------------------------------------------------- -----------------------------------------------------------
AUTHORIZED REPRESENTATIVE AND ATTORNEY-IN-FACT
OF XXXXXXXX PETROLEUM COMPANY
-----------------------------------------------------
SWORN TO AND SUBSCRIBED
BEFORE ME THIS DAY OF
, 2001.
------------------------------------------------------
NOTARY PUBLIC
C-2
16
EXHIBIT "A" TO RELEASE OF JUDICIAL MORTGAGE
G01618 G16397
G02426 G16402
G02706 G16436
G02739 G16447
G04225 G17130
G04996 G17131
G05687 G17179
G06104 G17826
G07799 G17975
G13620 G17976
G14155 G18055
G14194 G19752
G14467 G21080
G15084 G21578
G15186 G21579
G15334 G21581
G15744 G21583
G15745 G21614
G15747 G21617
G15750 G21618
G16385 G21642
C-3
