AGREEMENT
Exhibit
10.1
AGREEMENT
This
AGREEMENT (the
“Agreement”) is made and entered into as of October
11, 2006,
by and among Energy Partners, Ltd., a Delaware corporation (“Parent”), EPL
Acquisition Corp. LLC, a Delaware limited liability company and a direct
wholly-owned subsidiary of Parent (“Merger Sub”) and Stone Energy Corporation, a
Delaware corporation (“Target”). The foregoing shall be referred to collectively
as the “Parties” and each may also be individually referred to as a
“Party”.
WHEREAS,
Parent,
Merger Sub and Target are parties to an Agreement and Plan of Merger, dated
as
of June 22, 2006 (the “Merger Agreement”) (capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the Merger
Agreement);
WHEREAS,
Target was a party to an Agreement and Plan of Merger (“Plains Merger
Agreement”), dated as of April 23, 2006, with Plains Exploration &
Production Company (“Plains”) at the time that Target received a merger proposal
from Parent;
WHEREAS,
to induce and permit Target to terminate the Plains Merger Agreement and enter
into the Merger Agreement, Parent agreed to pay the $43.5 million (the “Plains
Termination Fee”) that Target was required to pay to Plains to terminate the
Plains Merger Agreement;
WHEREAS,
Parent paid to Plains the Plains Termination Fee;
WHEREAS,
ATS, Inc. (“ATS”), a wholly-owned subsidiary of Woodside Petroleum Ltd.
(“Woodside”), announced, on or around August 28, 2006, that it would commence a
tender offer for all of the outstanding shares of Parent’s common stock for
$23.00 per share in cash (the “ATS Tender Offer”);
WHEREAS,
on or around August 28, 2006, ATS also commenced an action, being Civil Action
Number 2374-N (the “ATS Litigation”), in the Court of Chancery of the State of
Delaware in and for New Castle County (“Delaware Court”) against Parent,
Parent’s directors and Target for injunctive and declaratory relief seeking,
among other things, to temporarily, preliminarily and permanently enjoin Parent
from convening and holding a special meeting of its stockholders for the purpose
of obtaining their approval of the Merger Agreement and the Transactions
contemplated thereunder;
WHEREAS,
on September 7, 2006, Parent commenced an action, being Civil Action Number
2402-N (the “Parent Litigation”), in Delaware Court against Target seeking
declaratory relief respecting certain rights and obligations of the Parties
under the Merger Agreement;
WHEREAS,
on or around September 12, 2006, Xxxxxx Xxxxxxxxxx filed a purported class
action complaint against Parent, Parent’s directors and Target in Delaware
Court,
being
Civil Action Number 2416-N (the “Shareholder Litigation”), asserting
substantially the same claims as those asserted by ATS in the ATS
Litigation;
WHEREAS,
the ATS Litigation, the Parent Litigation and the Shareholder Litigation
(collectively, the “Litigation”) are currently pending in Delaware Court, which
has, as of the date of this Agreement, yet to render a final determination
or
finding with respect to any of the Litigation; and
WHEREAS,
under the current circumstances, Parent, Merger Sub and Target desire, among
other things, to terminate the Merger Agreement pursuant to the terms of this
Agreement;
NOW,
THEREFORE,
in
consideration of the foregoing and the mutual representations, warranties,
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
Parties agree as follows:
1. Validity
and Due Consideration. Each
Party
represents and warrants to the other Parties that: (i) it is duly authorized
to
execute and deliver this Agreement and no further
corporate
or limited liability company
authorizations (including any director or stockholder approvals) are required
for such Party’s execution, delivery and performance of this Agreement; and (ii)
this Agreement constitutes a legal, valid and binding obligation of it,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, moratorium or other similar laws affecting
creditors’ rights generally and by general principles of equity.
2. The
Payment. Simultaneously
with the execution of this Agreement, Parent shall pay to Target an amount
of
cash equal to $8.0 million (the “Payment”) in immediately available funds
(pursuant to the written instructions previously provided to Parent by
Target).
3. Termination
of Merger Agreement. Effective
upon the (i) execution of this Agreement by all Parties; (ii) payment of the
Payment by Parent in accordance with Section 2 hereof; and (iii) filing
of
the
Stipulation of Dismissal as
provided by Section 9 hereof, the Merger Agreement shall be terminated in its
entirety (together with all rights and obligations of the Parties thereunder)
and shall be void and of no further force or effect, except that all rights
and
obligations of the Parties under the final two sentences of Section 7.1 of
the
Merger Agreement, the
two
confidentiality agreements executed between Target and Parent, each accepted
and
agreed upon on May 26, 2006
referred to in such sentences, and the Stipulation and Order Governing the
Production, Exchange and Filing of Confidential Information filed September
25,
2006 in the Delaware Court in connection with the Litigation, shall remain
in
full force and effect according to their terms.
4. Release
of Claims. Effective
upon the (i) execution of this Agreement by all Parties, (ii) payment of the
Payment by Parent as provided by Section 2 hereof; and (iii) filing of the
Stipulation of Dismissal by Parent to Target as provided by Section 9 hereof,
Parent and Merger Sub
on their
behalves and on behalf of their respective officers
and directors,
2
subsidiaries,
controlled affiliates and other controlled entities and, to the extent they
have
the power to do so, their respective agents
(collectively, the “Parent and Sub Releasors”), on the one hand, and
Target
on its
behalf and on behalf of its
officers
and directors, subsidiaries, controlled affiliates and other controlled entities
and, to the extent it has the power to do so, its agents
(collectively, the “Target Releasors”), on the other hand, release and forever
discharge the others and the others’ past or present directors, officers,
employees, agents, accountants, counsel, financial advisors, subsidiaries,
successors and other representatives and affiliates (“Related Parties”) from any
and all claims, demands, rights, actions, causes of action, debts, damages,
dues, sums of money, judgments, charges, complaints, liabilities, obligations,
promises, suits, costs, losses, and expenses (including attorneys’ fees and
costs actually incurred) whatsoever, whether known or unknown, suspected or
unsuspected, both in law and in equity that Parent and Sub Releasors (or any
securityholder or other third party asserting or purporting to assert a claim
or
right of action that is the property -- or on behalf -- of Parent or Merger
Sub), on the one hand, and Target Releasors (or any securityholder or other
third party asserting or purporting to assert a claim or right of action that
is
the property -- or on behalf -- of Target), on the other hand, ever had or
now
has or may hereafter have, for, upon or by reason of any matter, cause or thing
whatsoever, from the beginning of the world to the date hereof, including,
without limitation, in connection with Merger Agreement or any transactions
contemplated thereby or fees actually or potentially payable thereunder, against
Target and its Related Parties and Parent and Merger Sub and their Related
Parties, respectively. Nothing in this Agreement, however, shall be deemed
to
release Target and its Related Parties or Parent and Merger Sub and their
respective Related Parties from the agreements, representations, warranties,
rights, obligations, releases and undertakings contained in this Agreement
or
the agreements set forth on Exhibit A hereto. The Parties further agree that
the
Plains Termination Fee was duly paid by Parent and that nothing in this
Agreement is intended to or shall allow Parent or Merger Sub or anyone
purporting to act on their behalf to recover or seek to recover from Target
the
Plains Termination Fee or any portion thereof.
5. Covenant
Not To Xxx.
Other
than any action or proceeding necessary to enforce the terms of this Agreement,
none of the Parent and Sub Releasors or Target Releasors shall encourage,
solicit, initiate, institute, commence, continue, file, or otherwise further
prosecute, whether directly or indirectly, or through third parties, any
lawsuit, cause of action, claim, demand, or legal proceeding, for or arising
out
of or relating to any claim released herein, against any Party or Related Party.
Furthermore, the Parent and Sub Releasors and Target Releasors shall not join
with, encourage,
solicit, initiate, institute, commence, continue, file or otherwise prosecute,
whether directly or indirectly or through third parties, any claim
by ATS,
Woodside or any of their respective affiliates or subsidiaries
against
any Party or Related Party with respect to or relating to this Agreement, any
claims released herein and/or the Merger Agreement or any transactions
contemplated or fees actually or potentially payable thereunder.
6. Discovery
of Claims.
Each of
the Parties expressly and knowingly acknowledges that it or its attorneys may,
after the execution of this Agreement, discover claims, damages, facts or law
different from or in addition to those which each now knows or believes to
exist
or to be applicable with respect to this Agreement and/or the Merger Agreement.
Nonetheless, it is the Parties’ intention fully, finally and forever to settle
and release each and every matter released in this Agreement, known or unknown,
suspected or unsuspected, which now exists, or heretofore may have existed,
that
each Party has respectively released in this
3
Agreement
on its own behalf and/or on behalf of others
(as to
agents, to the extent they have the power to do so).
In
furtherance of this intention, the releases given by each Party shall be and
remain in effect as full and complete releases of all released matters
notwithstanding the discovery or existence or any such additional or different
claims, damages, facts or law.
7. Compromise
of Claims; Third Party Beneficiaries.
It is
understood and agreed that this Agreement shall not be construed to be an
admission of any liability or obligation whatsoever with respect to any matter
by any Party to any other Party or to any other person or entity. Except as
provided in Section 4, 5 and 17 hereof, there are no third party beneficiaries
hereto. Notwithstanding anything herein to the contrary, nothing in this
Agreement shall be construed as a waiver or release of any claim or defense,
in
law or equity, that Parent, Merger Sub or Target has or may have against ATS
or
any of its affiliates.
8. The
Shareholder and ATS Litigations. Subject
to
paragraph 5 hereunder, each Party and its respective Related Parties shall
have
the right to take appropriate steps to conduct their respective defenses in
connection with the ATS Litigation, Shareholder Litigation or any other
litigation, as well as to respond to discovery or other informational requests.
Parent will use all reasonable efforts to defend against the claims in the
Shareholder Litigation and the ATS Litigation as to all defendants, including
any claims relating to Target. Parent shall not compromise or settle the
Shareholder Litigation or the ATS Litigation absent consultation with Target.
No
Party shall have a right to recover from any other Party any expenses or costs,
including attorneys’ fees or settlement payment amounts, incurred in connection
with the litigation or any settlement of the ATS Litigation or the Shareholder
Litigation.
9. Dismissal
of Parent Litigation. Simultaneously
with the execution of this Agreement, Parent shall deliver to Target an executed
stipulation of dismissal with respect to the Parent Litigation (the “Stipulation
of Dismissal”) in the form set forth in Exhibit “B” hereto. Parent and Target
shall immediately thereafter file the Stipulation of Dismissal and seek
immediate action by the Delaware Court approving the dismissal of the Parent
Litigation with prejudice in accordance with the terms of the Stipulation of
Dismissal. No Party shall seek or be entitled to recover any expenses or costs,
including attorneys’ fees, incurred in connection with the Parent Litigation
from another Party.
10. Governing
Law. This
Agreement and the rights of the parties hereto shall be construed, interpreted,
subject to and governed in accordance with the internal laws of the State of
Delaware, without reference to rules relating to conflicts of law.
11. Injunctive
Relief and Specific Performance. The
Parties hereto agree that irreparable damage would occur in the event that
any
of the provisions of this Agreement were not performed in accordance with their
specific terms or were otherwise breached. The Parties shall be entitled to
seek
an injunction or injunctions to prevent breaches of this Agreement and/or to
enforce specifically the terms and provisions hereof, this being in addition
to
any other remedies to which they may be entitled at law or in
equity.
12. Notices.
All
notices, requests, claims, demands and other communications under this Agreement
shall be in writing and addressed as follows:
4
To
Parent:
Energy
Partners, Ltd.
000
Xx.
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx
Xxxxxxx, Xxxxxxxxx 00000
Attention:
Xxxx X. Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxx@xxxxxx.xxx
With
a
copy (which shall not constitute notice) to:
Xxxxxx
Xxxxxx & Xxxxxxx LLP
00
Xxxx
Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx Xxxxxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxxxx@xxxxxx.xxx
To
Target:
Stone
Energy Corporation
000
X.
Xxxxxxx Xxxxxx Xxxx
Xxxxxxxxx,
Xxxxxxxxx 00000
Attention:
Xxxxxx X. Xxxxx, III
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxxx@xxxxxxxxxxx.xxx
With
a
copy (which shall not constitute notice) to:
Xxxxxx
& Xxxxxx LLP
000
Xxxxx
Xxxxxx 00xx Xxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
Attention:
Xxxx X. Xxxxx
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Email:
xxxxxx@xxxxx.xxx
Any
such
notice or communication shall be deemed given (i) when made, if made by hand
delivery or electronic mail, and upon confirmation of receipt, if made by
facsimile, (ii) one business day after being deposited with a next-day courier,
postage prepaid, or (iii) three business days after being sent certified or
registered mail, return receipt requested, postage prepaid, in each case
addressed as above (or to such other address as such party may designate in
writing from time to time).
5
13. Public
Announcements. Each
of
the Parties has furnished to the other a form of the press release that it
intends to issue shortly after the execution of this Agreement.
14. No
Admission; Settlement Materials. The
provisions of this Agreement shall not be deemed a concession or admission
by
any Party of any breach of duty, liability, default or wrongdoing whatsoever,
each of the Parties acknowledging, without conceding any infirmity in its claims
or defenses, that it is entering into this Agreement solely in order avoid
the
further expense and inconvenience of litigation and/or to further business
purposes. The Parties further agree that the negotiations and discussions and
drafts and other writings concerning and leading toward the execution of this
Agreement (the “Settlement Materials”) were undertaken for settlement purposes
and will not be used by the Parties in any litigation against one another,
other
than litigation arising out of or for the purpose of enforcing this Agreement.
The Parties agree to maintain the confidence of the Settlement Materials for
all
time, except as a Party may reasonably determine to be required (and solely
to
the extent required) by applicable statutes, regulations or laws (including
the
federal securities laws and regulations promulgated thereunder) or solely to
the
extent as may be required by court order or other order of compulsion, although
the foregoing shall not prevent the Parties from sharing the Settlement
Materials with their respective counsel or accountants (who shall be made aware
of the confidentiality obligations set forth in this Agreement).
15. Jurisdiction
and Venue for Disputes.
Each
Party submits to the exclusive jurisdiction of any state or federal court
sitting in the State of Delaware in any dispute or action arising out of or
relating to this Agreement and agrees that any and all claims in respect of
such
dispute or action may be heard and determined in any such court. Each Party
also
agrees not to bring any dispute or action arising out of or relating to this
Agreement in any other court. Each Party agrees that a final judgment in any
dispute or action so brought will be conclusive and may be enforced by dispute
or action on the judgment or in any other manner provided at law (common,
statutory or other) or in equity. Each Party waives any defense of inconvenient
forum to the maintenance of any dispute or action so brought and waives any
bond, surety, or other security that might be required of any other Party with
respect thereto.
16. No
Prior Assignment of Claims.
Each
Party represents and warrants to the other that it has not hypothecated or
otherwise encumbered or assigned any claim or cause of action arising out of,
related to or in connection with the claims alleged in or referred to this
Agreement.
17. Parties
Bound and Benefited.
This
Agreement shall bind each Party and inure to the benefit of each Party and
its
respective Related Parties and their respective successors and
heirs.
18. Joint
Drafting and Advice of Counsel. This
Agreement shall be construed as jointly drafted by the Parties, and the rule
construing ambiguities against the drafter shall not apply. Each Party hereto
acknowledges and agrees that it has received the advice of its own counsel
before entering into this Agreement, and that it is not relying on any other
Party concerning this Agreement or any aspect of the transactions contemplated
herein.
6
19. Modification
and Waiver.
No
modification or amendment to this Agreement shall be effective unless in a
writing executed on behalf of all Parties hereto. No waiver shall be effective
unless in writing and executed by the Party against whom enforcement of the
waiver is sought. No failure on the part of any Party to exercise, and no delay
in exercising, any right hereunder shall operate as a waiver thereof nor shall
any single or partial exercise by such Party of any right hereunder preclude
any
other or further exercise thereof or the exercise of any other
right.
20. Entire
Agreement.
This
Agreement constitutes the entire, integrated agreement between the Parties
regarding the subject matter hereof and supersedes any and all prior and
contemporaneous agreements, representations and understandings of the Parties,
whether written or oral.
21. Waiver
of Right to Trial by Jury.
EACH
PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK
TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED
THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY,
AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
21.
22. Headings.
The
headings of this Agreement are provided for convenience and reference only,
and
shall not bear upon the interpretation or enforcement of this
Agreement.
23. Further
Instruments.
The
Parties agree to execute, have acknowledged and deliver to each other such
other
documents and instruments, if any, as may be necessary or appropriate to
evidence or to carry out the terms of this Agreement.
24. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, all of which together shall constitute one and the same
instrument.
7
IN
WITNESS
WHEREOF, the parties hereto have duly executed this Agreement as of the day
and
year first above written.
ENERGY
PARTNERS, LTD.
By:
/s/
Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive
Officer
EPL
ACQUISITION CORP. LLC
By:
/s/
Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive
Officer
STONE
ENERGY CORPORATION
By:
/s/Xxxxx
X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
8
EXHIBIT
“A”
PROPERTY: XXXX
XXXXXXX XXXXX 000
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
0762
|
1.
|
Participation
Agreement dated February 19, 2006, between Newfield Exploration Company,
and Energy Partners, Ltd.
|
|
2.
|
Letter
Agreement dated March 3, 2006, between Stone Energy Corporation and
Newfield Exploration Company, granting consent to assign an undivided
25%
interest in rights, duties and obligations to Energy Partners, Ltd.
under
that certain Option Farmout Agreement dated February 8, 2006 covering
West
Cameron 176.
|
PROPERTY: XXXX
XXXXXXX XXXXX 00
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
23788
|
1.
|
Letter
Agreement dated October 14, 2002, by and between Energy Partners,
Ltd.,
and Stone Energy Corporation.
|
|
2.
|
Farmout
Agreement dated October 10, 2003, by and between Stone Energy Corporation
and Newfield Exploration Company, as Farmors, and Energy Partners,
Ltd.,
as Farmee.
|
PROPERTY: XXXX
XXXXXXX XXXXX 00
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
19730
|
1.
|
Letter
Agreement dated October 14, 2002, by and between Energy Partners,
Ltd.,
and Stone Energy Corporation.
|
|
2.
|
Farmout
Agreement dated October 10, 2003, by and between Stone Energy Corporation
and Newfield Exploration Company, as Farmors, and Energy Partners,
Ltd.,
as Farmee.
|
|
3.
|
Letter
Agreement dated February 4, 2004, by and between Unocal Gulf Region
USA,
Stone Energy Corporation, Newfield Exploration Company, & Energy
Partners, Ltd.
|
|
4.
|
Platform
Processing Agreement dated May 11, 2004, between Stone Energy Corporation,
as Operator, and Energy Partners, Ltd., as
Non-Operator.
|
|
5.
|
Pipeline
Crossing Agreement dated April 30, 2004, between Energy Partners,
Ltd.,
and Energy Partners, Ltd.
|
|
6.
|
Pipeline
Crossing Agreement dated May 4, 2004, between Stone Energy Corporation,
and Energy Partners, Ltd.
|
PROPERTY: XXXX
XXXXXXX XXXXX 00
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
3288
|
1.
|
Farmout
Agreement dated April 27, 2006, by and between Stone Energy Corporation,
as Farmor, Energy Partners, Ltd., as
Farmee
|
|
2.
|
Operating
Agreement, dated May 8, 2006, between Newfield Exploration Company,
as
Operator, and Energy Partners, Ltd., as
Non-Operator
|
|
3.
|
Participation
Agreement dated May 8, 2006, between Newfield Exploration Company,
and
Energy Partners, Ltd.
|
|
4.
|
Platform
Processing Agreement dated August 24, 2006, between Stone Energy
Corporation, as Operator, and Newfield Exploration Company and Energy
Partners, Ltd., as Producers.
|
PROPERTY: XXXX
XXXXXXX XXXXX 000
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
22582
|
1.
|
Letter
of No Objection dated February 20, 2006, between Stone Energy Corporation,
and Energy Partners, Ltd.
|
PROPERTY: XXXX
XXXXXXX XXXXX 000
Xxxxxxx
Xxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
12856
|
1.
|
Production
Handling Agreement, effective October 14, 2004, between Anadarko
Petroleum
Corporation, Noble Energy Inc., and PANACO, Inc., as Processors,
and
Energy Partners, Ltd., Stone Energy Corporation, and Ocean Front
Oil &
Gas, Inc., as Producers.
|
|
2.
|
Operating
Agreement dated September 23, 1996, between Xxxx-Xxxxxxx Oil Company,
as
Operator, and Zilkha Energy Company and Ocean Front Oil & Gas, Inc.,
as Non-Operators.
|
|
3.
|
Letter
Agreement dated August 28, 2002, between El Paso Production GOM,
Inc. and
Xxxx-Xxxxxxx Oil Company.
|
-2-
PROPERTY: SOUTH
XXXXX 000
Xxxxxx,
Xx. Xxxx, & Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
24874
|
1.
|
Participation
Agreement dated June 1, 2004, between Arena Offshore, LLC, Triumph
Energy,
LLC, Energy Partners, Ltd., and Stone Energy
Corporation.
|
|
2.
|
Operating
Agreement dated June 1, 2004, between Arena Offshore, LLC, Triumph
Energy,
LLC, Energy Partners, Ltd., as Non-Operators, and Stone Energy
Corporation, as Operator.
|
|
3.
|
Production
Handling Agreement dated October 25, 2005, between Arena Offshore,
LLC and
Arena Energy, LLC, as Processors, and Stone Energy Corporation, Arena
Energy, LLC, and Arena Offshore, LLC, as
Producers.
|
|
4.
|
Assignment
of Operating Rights effective June 1, 2004 between Arena Offshore,
LLC, as
Assignor, and Stone Energy Corporation and Energy Partners, Ltd.,
as
Assignees, conveying a 15% interest and a 4.9998% interest,
respectively.
|
|
5.
|
Assignment
of Operating Rights effective June 1, 2004 between Arena Energy LLC,
as
Assignor, and Stone Energy Corporation and Energy Partners, Ltd.,
as
Assignees, conveying a 35% interest and an 11.6662% interest,
respectively.
|
|
6.
|
Assignment
of Overriding Royalty Interest effective June 1, 2003 between Arena
Energy, LLC, as Assignor, and Xxxx Exploration Company, LLC, as Assignee,
conveying a 1.5% of 8/8ths ORRI.
|
PROPERTY: XXXXXX
ISLAND 000
Xxxxxx
& Xx. Xxxx Xxxxxxxx, Xxxxxxxxx
SERIAL
NO.: OCS-G
2898
|
1.
|
Farmout
Agreement dated June 28, 2004, effective June 18, 2004, between Stone
Energy Corporation, as Farmor, and Energy Partners, Ltd., as
Farmee
|
|
2.
|
Indemnity
Agreement dated March 2, 2005, between Energy Partners, Ltd., and
Stone
Energy Corporation.
|
PROPERTY: SOUTH
PASS BLOCK 38
Plaquemines
& St. Xxxxxxx Parishes, Louisiana
SERIAL
NO.: OCS-G
21695
|
1.
|
Letter
Agreement dated October 17, 2005, by and between Stone Energy Corporation
and Energy Partners, Ltd.
|
-3-
EXHIBIT
B
IN
THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN
AND FOR NEW CASTLE COUNTY
|
ENERGY
PARTNERS, LTD., a Delaware
corporation,
Plaintiff,
x.
XXXXX
ENERGY CORPORATION,
Defendant.
|
)
)
)
)
)
)
)
)
)
)
|
Civil
Action No. 2402-N
|
STIPULATION
AND ORDER OF DISMISSAL
It
is
hereby stipulated and agreed, by and among counsel for
the
parties and subject to Court approval, that the above-captioned action is hereby
dismissed in its entirety and with prejudice, each party to bear its own fees
and costs.
IT
IS SO
ORDERED, this _____ day of October, 2006.
_____________________
The
Xxxxxxxxx Xxxxxx X. Xxxxxxx,
Vice
Chancellor
Stipulated
and agreed:
|
XXXXXX
& XXXXXX LLP
______________________________
Xxxxx
X. Xxxxxx (#2375)
Brandywine
Plaza West, Suite 303
0000
Xxxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxxx 00000
(302)
778-1000
Counsel
for Plaintiff Energy Partners Ltd.
|
XXXXXXXX,
XXXXX & XXXXXXX, P.A.
______________________________
Xxxxx
X. Xxxxxxx (#2931)
0000
Xxxx Xxxxxx
P.
O. Xxx 0000
Xxxxxxxxxx,
XX 00000
(302)
888-6500
Counsel
for Defendant Stone Energy
Corporation
|
