Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND RELEASE


 


This
Settlement Agreement and Release (“Agreement”) is entered into by and among
JPMorgan Chase Bank, N.A. (“JPMorgan”); JPMorgan Chase Bank, N.A., as Trustee
of the Mesa Offshore Trust (“Trust”) (hereinafter “Trustee”); and MOSH Holding,
L.P. (“MOSH”); Intervenor-Plaintiff Dagger-Spine Hedgehog Corporation (“Dagger-Spine”);
Intervenor-Plaintiffs Keith A. Wiegand, Ronnie McGlothlin, Gordon W. Bader,
Roger R. Bean, Jennifer J. Bean, Tracey M. Stump, Scott W. Bean, James Blau,
Larry W. Bradley, Richard Brown, Scott Curran, Ron Davis, Mark Dittus, John C.
Easton, Jamie Arnold, John Easton Schwab Brokerage, John Easton Schwab Roth,
John Easton Schwab IRA, John Easton Scottrade Brokerage, John Easton Trust,
Jamie Arnold Schwab IRA, Vicki Easton Schwab IRA, James Figielski, James
Figielski Pension Plan, Ami Schecter, Ami Schecter Roth IRA, Kathleen Friend,
Patricia L. Hendrix, Ben Hoos, Matt Hoos, Philip Hoos, John W. Hovanec, Nicole
M. Kimball, Matthew J. King, Darrell M. Leis, J.D. Maddox, Roy G. Maddox, John
McCall, Katrina McGlothlin, Mary R. McNamara, Michael E. McNamara, Monika
Meier, Mallory Mikkelsen, Dean P. Miles, Elizabeth A. Miles-Cunningham, Lori
Miles, Robert M. Miles, Sharon A. Miles, William Kevin Miles, Gara Sue Pelcher,
Jeffrey T. Pelcher, The Pelcher Company Keogh Plan, Jeffrey Thomas Pelcher
Custodial for Nathan Allen Pelcher Roth IRA, Gara Pelcher Ten Com, Jeffrey T.
Pelcher Custodial for Derrick T. Pelcher, Jeffrey T. Pelcher Custodial for
Nathan A. Pelcher, Adriene Rohleder, John Selep, John M. Speight, Gordon A.
Stamper, Jessica Stamper, Armin Sternberg, Robert Todd, T.D. Tommey, Lyle
Wagman, Barbara Wiedemann, Knut Wiedemann, Nichole Wiedemann, Jerry L. Wolf,
and Galen R. Young (collectively, the “Wiegand Intervenors”); and Mike Beckham,
James Benton, Kent Davis, Fred Deaton, Laura Taylor IRA, James Figielski IRA,
Mallory & Elaine Mikkelsen Brokerage, Mallory Mikkelsen Roth IRA,
Mallory Mikkelsen M-5 Partners Brokerage, 
Jeffrey T. Pelcher and Gara Pelcher Ten Com, Ami Schecter IRA, Armin
Sternberg Brokerage, and Kent Wiedemann (collectively, the “Wiegand Additional
Parties”) (the Wiegand Intervenors and the
Wiegand Additional Parties are collectively referred to hereinafter as the “Wiegand
Group”) (MOSH, Dagger-Spine, and the Wiegand Group are collectively
referred to hereinafter as “Plaintiffs;” and JPMorgan, the Trustee, MOSH,
Dagger-Spine, and the Wiegand Group are collectively referred to hereinafter as
the “Parties”) to settle the disputes described more fully below, including
Cause No. 2006-01984, MOSH Holding, L.P., et al.
v. Pioneer Natural Resources Company; Pioneer
Natural Resources USA, Inc.; Woodside Energy (USA)
Inc.; and JPMorgan Chase Bank, N.A., as Trustee
of the Mesa Offshore Trust, in the 334th District Court of Harris
County, Texas (the “Litigation”).


 


RECITALS


 


The Parties
have entered into this Agreement under the following circumstances and to
effectuate the following aims and purposes, inter alia:


 


A.            The Plaintiffs are record
holders of certificates or “units” representing beneficial interest in the
Trust (the Plaintiffs and all other unitholders, collectively, the “Unitholders”),
which was created by a Royalty Trust Indenture (“Trust Indenture”) dated December 1,
1982, entered into by the predecessor-in-interest to the Trustee and the
predecessor-in-interest to Pioneer Natural Resources USA, Inc.
(collectively, with its parent company, Pioneer Natural Resources Company,
referred to hereinafter as “Pioneer”). The purpose of the Trust is to hold an
interest in the Mesa Offshore Royalty Partnership (“Partnership”), to discharge
liabilities 


 

















 


incurred in the operation of the Trust, and to
distribute remaining amounts to the Unitholders.  The Unitholders who are Parties to this Agreement
(as set forth on Exhibit 1) own approximately one-third of the outstanding
Trust units.


 


B.            Pioneer is the
Managing General Partner of the Partnership and owns a 0.01 percent share of
the Partnership. JPMorgan, in its capacity as Trustee, is a Partner in the
Partnership and owns a 99.99 percent share of the Partnership on behalf of the
Trust.  The Partnership was created by
Articles of General Partnership dated November 30, 1982, and amended by
First Amended and Restated Articles of General Partnership dated December 1,
1982; Amendment to First Amended and Restated Articles of General Partnership
dated December 27, 1985; and Second Amendment to First Amended and
Restated Articles of General Partnership dated January 5, 1994
(collectively, as amended, the “Partnership Agreement”).  The Partnership Agreement was entered into by
the predecessors-in-interest to Pioneer and the Trustee. The purpose of the
Partnership is to receive and hold certain overriding royalty interests in
offshore oil and gas leases, which were conveyed to the Partnership in an
Overriding Royalty Conveyance (“Conveyance”) dated December 1, 1982,
entered into by Pioneer’s predecessor-in-interest and the Partnership; to
discharge liabilities incurred in the operation of the Partnership; and to
distribute remaining amounts to the partners of the Partnership.


 


C.            On or about January 20,
2003, Woodside Energy (USA) Inc. (“Woodside”) asserts that it entered into a “farmout
agreement” with Pioneer, under which Pioneer purportedly transferred to
Woodside certain of Pioneer’s right, title, and interest in leasehold rights
burdened by the overriding royalty interests owned by the Partnership.  Plaintiffs contend that the agreement between
Pioneer and Woodside was not a valid farmout as defined under the Conveyance.


 


D.            In this Litigation,
Plaintiffs have asserted, inter alia,
claims against Pioneer related to the “farmout agreement” and arising out of
Pioneer’s contractual and fiduciary duties in the Conveyance and Partnership
Agreement. Plaintiffs have also asserted claims against Woodside based on its
participation in Pioneer’s alleged breaches of its duties. Plaintiffs have
purportedly brought their claims against Pioneer and Woodside on behalf of the
Trust and/or Partnership, but Pioneer has challenged the standing of Plaintiffs
to pursue such claims.


 


E.             In this Litigation,
Plaintiffs have also asserted claims against the Trustee as a result of the
Trustee’s unwillingness to date to pursue the claims Plaintiffs have asserted
against Pioneer and Woodside with Trust assets. 
The Plaintiffs have also alleged that the Trustee has had, and continues
to have, a conflict of interest as the Trustee, due to JPMorgan’s banking
relationship with Pioneer including, inter alia, its
participation in a multi-bank credit facility to Pioneer.  The Trustee avers that such dual role was
specifically envisioned in the original proxy establishing the Trust, has
existed throughout the life of the Trust, has not affected its obligations as
Trustee, and is not a conflict of interest or a breach of any fiduciary or
other duty.


 


F.             The Trustee has
previously taken the position that Plaintiffs, on behalf of the Trust, could
pursue claims that the Trust may have against Pioneer arising out of the
Partnership Agreement, the Conveyance, and the duties owed to JPMorgan as
Trustee of the Trust and as Partner in the Partnership, as well as claims
arising from any associated complicit conduct by Woodside (collectively, the “Claims”)
as long as such claims were exclusively for the benefit of 


 


2

















 


the Trust and all Unitholders, and at Plaintiffs’ sole
expense, with such expense subject to repayment upon success and Court
approval.  Specifically, the Trustee has
repeatedly stated in public filings:


 


To date, the Trustee has
allowed MHLP to proceed on the issue of whether the farmout by Pioneer was a
valid farmout.  While Pioneer has
provided a reasoned analysis of why it believes the farmout was in fact valid
under the terms of the conveyance, only a court, and not the Trustee, can make
a final adjudication.  Further, while
MHLP’s claims on the farmout issue may merit adjudication, based on facts known
to the Trustee at this time, the Trustee is unable to determine, even if MHLP
prevailed on its uncertain liability claims, whether the Trust would realize
any economic benefit.  Based on
information received to date, the Trustee has not concluded that it would be in
the best interest of the unitholders to fund the MHLP claims directly with
Trust funds.  However, as noted above,
the Trustee has not opposed MHLP’s pursuit of its claims on behalf of the
unitholders at their own expense, which reasonable expenses would be subject to
repayment if the claims proved successful and a benefit were conferred upon all
unitholders of the Trust.


 


Plaintiffs
disagree with the position taken by the Trustee and assert that the Trustee
should have brought suit against Pioneer and Woodside for the reasons stated in
the Litigation.


 


G.            The Plaintiffs now
seek 1) resignation by the Trustee, 2) appointment by the Court of a successor
or temporary trustee, and 3) authorization from the successor or temporary
trustee to pursue the Litigation directly in the name of the Trust, for the
benefit of all Unitholders.


 


H.            Neither JPMorgan nor
the Trustee makes any promises, representations, or warranties as to whether a
successor or temporary trustee will authorize or pursue this Litigation.  Such a decision will be within the sole discretion
of the successor or temporary trustee.


 


I.              Accordingly,
controversies exist regarding whether the Trustee is liable as Plaintiffs
allege and regarding whether Plaintiffs have standing to pursue claims on
behalf of the Trust.  By reason of such
controversies, the Parties have had arms-length negotiations regarding this
Agreement and while denying liability, acknowledge the costs, hazards,
uncertainties, and pitfalls of litigation and desire to enter into this
Agreement in order to settle these controversies.  As such, the Parties have agreed to the
settlement and compromise of any and all claims the Plaintiffs may have against
JPMorgan or the Trustee, as well as to the Trustee’s formal resignation, all
expressly conditioned on approval by the Court, as set forth herein.


 


IT IS
THEREFORE AGREED:


 


1.             CONSIDERATION.  The Parties acknowledge the receipt and
adequacy of consideration for this Agreement, as expressed in part by the
Recitals (which are incorporated herein by reference) and the covenants of this
Agreement.  The Parties also acknowledge
the adequacy of the consideration as reflected in the payments and agreements
described as follows:


 


3

















 


a.             If
this Agreement is approved by the Court as set forth herein, JPMorgan
individually or as Trustee shall: 1) formally resign as Trustee of the Trust,
effective at 12:01 a.m. on January 14, 2008.  To avoid a vacancy, Plaintiffs shall petition
the Court for the appointment of a successor or temporary trustee under
Sections 113.083 and/or 112.054 of the Texas Trust Code; and 2) thirty-one days
after the Court enters an order that approves and effectuates this Agreement (“Court
Approval Date”), JPMorgan, individually, shall pay to Plaintiffs One Million
Two Hundred Fifty Thousand Dollars ($1,250,000) in cash (“JPMorgan Payment”),
to reimburse Plaintiffs for legal fees and expenses incurred through the Court
Approval Date in pursuing claims for the benefit of the Trust.  The JPMorgan Payment shall be made to
Plaintiffs’ counsel in the form of a wire transfer to Boyer &
Ketchand, a Professional Corporation, Encore Bank, Account Number 022002059,
ABA Number 113093849 and shall not be any part of the indebtedness evidenced by
the Note, as defined in paragraph d below. 
All of the Parties and their counsel agree that neither JPMorgan nor the
Trustee shall have any responsibility for the division of the JPMorgan Payment
amongst the Plaintiffs’ counsel, the Plaintiffs, and any of the Unitholders,
nor any responsibility to any third party that provided services to Plaintiffs’
or their counsel.


 


b.             Plaintiffs
shall: 1) join Trustee and JPMorgan in requesting the Court to approve this
Agreement and to execute an order that contains the terms and provisions as set
out in Section 2 of this Agreement; and 2) request the Court to appoint a
successor or temporary trustee.  Whether
the successor or temporary trustee authorizes or pursues this Litigation will
have no bearing on this settlement and shall not prevent this Agreement from becoming
effective if approved by the Court as set forth herein.


 


c.             Any
reasonable legal fees and expenses incurred by the Plaintiffs in pursuing the
Claims after the Court Approval Date shall be reimbursed solely out of any
settlement or final judgment proceeds (“Proceeds”) obtained by the Plaintiffs
in pursuing the Claims after such reasonable fees and expenses have been
approved by the Court.  Any settlement
with or satisfaction of judgment from Pioneer or Woodside either must be
entirely in cash or else contain a cash component sufficient to provide for the
immediate repayment in full of the Trust’s then indebtedness under the Note (as
Note is defined in paragraph d below), unless consented to in writing by
JPMorgan, as lender.


 


d.             JPMorgan,
individually as a lender, previously entered into a Demand Promissory Note and
an Amended and Restated Promissory Note (collectively, the “Note”) for up to an
aggregate principal amount of Three Million Dollars ($3,000,000), with the
Trust as the borrower, for use by the Trustee to pay the Trust’s outstanding
expenses, secured by Trust assets.  Such
Note was necessary to maintain the Trust operations through at least the Court
Approval Date.  As part of this
Agreement, JPMorgan agrees that the successor or temporary trustee, if one is
appointed by the Court after JPMorgan’s resignation, may draw down any
remaining available funds under the Note, for the Trust’s operating expenses,
at 


 


4

















 


the successor or temporary trustee’s discretion.  JPMorgan has agreed to extend the stated
maturity date of the Note from December 31, 2007 until the earlier of 1) December 31,
2009; 2) thirty-one days after the Trust’s receipt of any settlement proceeds,
recovery, or judgment in this Litigation; 3) final liquidation of the Trust’s
assets; or 4) such other events described in the Note.  The Parties acknowledge and agree that any
and all funds disbursed pursuant to the Note are secured by the Trust assets,
including, without limitation, any settlement proceeds, recovery, or judgment
in this Litigation.  The Parties also
acknowledge and agree that in no event shall JPMorgan be required to advance
any additional funds to the Trust other than the funds which are the subject of
the Note.  Copies of the Amended and
Restated Promissory Note and First Amendment to Pledge Agreement that
incorporate the above agreements are attached hereto as Exhibits 2 and 3,
respectively.  The Parties agree that, if
the Court approves this Agreement as required under Section 2 herein by January 14,
2008, the principal outstanding balance on the Note shall not exceed $2.2
million as of that date, leaving at least $800,000 available for use by the
successor or temporary trustee, subject to the terms of the Note.


 


e.             The
agreements contained in this Section shall serve as further consideration
for the execution of this Agreement and as full satisfaction of all claims
released by the Parties as described herein.


 


2.             CONDITIONS
PRECEDENT.  The Parties agree that
this Agreement and their respective obligations hereunder shall be effective
only upon the occurrence of the following conditions precedent or upon express
written waiver of such conditions precedent by all Parties:


 


a.             Within
five days of the execution of this Agreement by all Parties, the Parties shall seek
Court approval of this Agreement by filing a Joint Motion to Approve Settlement
Agreement (the “Motion”), along with a copy of this Agreement and a proposed
order granting the Motion.


 


b.             The
Parties shall request the Court to set a hearing on the Motion to occur no
fewer than thirty days after the Trustee provides notice thereof to the
Unitholders.


 


c.             The
Trustee shall provide notice of this Agreement and the hearing on the Motion to
all beneficiaries of the Trust in accord with Sections 115.015 and 115.016 of
the Texas Trust Code.  The costs of
providing the notice shall be borne by the Trust.


 


d.             The
Parties shall submit a proposed order approving the Motion and this Agreement
substantially in the form attached as Exhibit 4 to this Agreement.


 


e.             A
necessary prerequisite to the enforceability of this Agreement is execution by
the Court of an order substantially in the form of Exhibit 4 attached hereto
that specifically 1) approves this Agreement, 2) finds that this Agreement is
in the best interest of the Trust and the Unitholders/beneficiaries, 3) accepts
JPMorgan’s 


 


5

















 


resignation as Trustee of the Trust, and 4) dismisses the claims
between these parties relating to the Trust with prejudice.


 


3.             ACKNOWLEDGMENTS,
REPRESENTATIONS, WARRANTIES.  Each of
the Parties to this Agreement acknowledges, represents, and warrants to the
other Parties hereto as follows:


 


a.             This
Agreement is the product of arms-length negotiations between the Parties;


 


b.             That
he, she, or it has been fully informed and has full knowledge of the terms,
conditions, and effects of this Agreement and is relying on his, her, or its
own judgment in executing this Agreement;


 


c.             That
he, she, or it has been represented by independent legal counsel of his, her,
or its choice throughout all negotiations preceding execution of this Agreement
and has received the advice of such attorneys in entering into this Agreement
and such attorneys have fully informed him, her, or it of the content and legal
consequences of this Agreement and the actions contemplated herein;


 


d.             That
he, she, or it, either directly or through independently retained attorneys,
has fully investigated to his, her, or its satisfaction all facts surrounding
the various claims, controversies, and disputes and is fully satisfied with the
terms and effects of this Agreement;


 


e.             That
no promise or inducement has been offered or made to him, her, or it, except as
expressly stated in this Agreement;


 


f.              That
this Agreement is executed without reliance on any statement or representation
by JPMorgan, either individually or as Trustee, any agent of JPMorgan, any
third party, or any third party’s agent, other than expressly contained in this
Agreement, and that this Agreement supersedes all prior negotiations and
discussions;


 


g.             That
he, she, or it is the sole owner of the claims or causes of action that he,
she, or it has released in this Agreement and that he, she, or it has not
previously assigned or transferred or purported to assign or transfer any
interest in any such claims or causes of action to any other person or entity;


 


h.             That
he, she, or it is not in a disparate bargaining position with respect to the
negotiation of this Agreement and is executing this Agreement of his, her, or
its own free will, act, and deed; and


 


i.              That
he, she, or it has full authority to enter into this Agreement and is competent
to do so, and that this Agreement constitutes a legal, valid, and binding
obligation enforceable against him, her, or it in accordance with its
terms.  Keith Wiegand, Ronnie McGlothlin,
Robert Miles, and their counsel have the express authority to bind the Wiegand
Intervenors to this Agreement.  Keith Wiegand,
Ronnie 


 


6

















 


McGlothlin, and Robert Miles have the express authority to bind the
Wiegand Additional Parties.


 


In addition to
the foregoing, each of the Parties acknowledges, warrants, and represents to
the others that the person executing this Agreement on his, her, or its behalf
is duly authorized and empowered to do so and that all corporate and other
formalities necessary for approval of this Agreement have been satisfied.  Each of the Parties recognizes and
acknowledges that he, she, or it has relied on each of the foregoing agreements,
acknowledgments, representations, and warranties in entering into this
Agreement, and each agrees that these agreements, acknowledgments,
representations, and warranties shall survive the execution of this Agreement.


 


4.             NO WARRANTIES OF
SUCCESS.  It is acknowledged by all
Parties to this Agreement that JPMorgan and the Trustee make no warranty or
representation of any kind as to:


 


a.             The
ability of or the timing for Plaintiffs to obtain the appointment of a
successor or temporary trustee;


 


b.             The
ability of the Plaintiffs or a successor or temporary trustee to prevail in any
standing challenge;


 


c.             The
ability of the Plaintiffs or a successor or temporary trustee to prevail on the
merits of any claims that they may bring on behalf of the Trust in this
Litigation; or


 


d.             Whether
or not a successor or temporary trustee, if one is appointed, will elect to
pursue or authorize this Litigation.


 


Furthermore,
regardless of whether 1) the Plaintiffs are able to obtain the appointment of a
successor or temporary trustee, 2) any successor or temporary trustee elects to
pursue the Litigation, 3) the Plaintiffs or a successor or temporary trustee
are ultimately found to have standing, or 4) the Plaintiffs or a successor or
temporary trustee prevail in the claims against Pioneer and Woodside, this
Agreement shall be final and binding once approved by the Court as provided in Section 2
herein.


 


5.             RELEASE. Save
and except for the agreements, acknowledgments, representations, and warranties
contained in this Agreement, effective on the Court Approval Date, Plaintiffs,
on behalf of themselves and their successors and assigns, and on behalf of any
other persons claiming by, through, or under any of them on the one hand, and
JPMorgan individually and in its capacity as Trustee on the other hand, shall
release, discharge and acquit each other, as well as any related entities,
affiliates, representatives, successors, assigns, agents, attorneys and
insurers, from any and all causes of action, claims, demands, debts, liabilities,
expenses or costs of any and every character and nature whatsoever, whether
known or unknown, asserted or unasserted, suspected or unsuspected, contingent
or fixed, whether arising under statutory law or common law, at law or in
equity, arising out of any act, omission, representation, communication,
conduct or other matter that was made or could have been made the basis of the
Litigation, that relate to the Trust or to any acts or omissions of JPMorgan
individually and/or as Trustee under the Trust Indenture, the Partnership
Agreement, or the 


 


7

















 


Conveyance. 
Such release expressly does not include Pioneer or Woodside or the Trust’s
obligations to JPMorgan under the Note.


 


6.             DISMISSALS AND
COVENANTS NOT TO SUE.  Consistent
with the releases contained in Section 5, the Court Order provided for in Section 2
shall dismiss Plaintiffs’ claims against JPMorgan, both individually and in its
capacity as Trustee, and JPMorgan’s claims against Plaintiffs from the
Litigation with prejudice.  The Parties
agree not to appeal such dismissal. 
Should any of the Parties file such an appeal, that party agrees not to
oppose any motion to dismiss such an appeal filed by any of the other Parties
and to pay the reasonable attorneys’ fees and expenses incurred by any of the
other Parties in obtaining that dismissal or otherwise incurred on appeal.  It is the intent of the Parties that the
consideration received pursuant to this Agreement satisfies and finally
resolves the controversies released herein, and it is expressly intended and
agreed that none of the releasing Parties shall assert against any of the
released Parties any future claims, directly or indirectly, based on any
conduct, act, or omission encompassed by the releases set forth in Section 5
of this Agreement.  Effective as of the
Court Approval Date, JPMorgan also waives and will not assert any claims
against any of the Parties for reimbursement, contribution, or indemnity in the
event of any claims by a third party to this Agreement.


 


7.             DENIAL OF
LIABILITY.  The Parties agree that
this Agreement shall neither constitute nor be construed as an adjudication or
finding on the merits of any of the allegations raised in the Litigation and
shall not in any manner constitute or be deemed to be an admission of liability
or culpability on the part of any of the Parties, all such liability being
expressly denied.


 


8.             DATE AND
COUNTERPARTS.  The effective date of
this Agreement shall be the last date it is executed by any of the Parties,
subject to the Court approval and order required in Section 2 above.  This Agreement may be executed in one or more
identical, separate counterparts, each of which shall be an original as against
the party who signed it, and all of which shall constitute one and the same
instrument.


 


9.             MISCELLANEOUS.  The Parties further agree as follows:


 


a.             The
headings used in this Agreement are for the sake of convenience and shall not
be read to modify or limit the text of the paragraphs they precede.


 


b.             This
Agreement embodies the entire agreement among the Parties hereto and supersedes
all prior proposals, negotiations, agreements, and understandings relating to
the subject matter hereof, and none of the Parties is relying upon any
statement, representation, or promise that is not expressly contained in this
Agreement.


 


c.             This
Agreement shall be binding upon and inure to the benefit of the Parties and
their respective successors and assigns, including purchasers of all or
substantially all of the assets of any corporate party hereto.


 


d.             In
the event any litigation is initiated after the date of this Agreement between
the Parties with respect to this Agreement, any prevailing party, as determined
by a 


 


8

















 


court of competent jurisdiction, shall be entitled to recover such
party’s reasonable attorneys’ fees from and against any non-prevailing party.


 


e.             This
Agreement shall be construed in accordance with and shall be governed by the
laws of the State of Texas.


 


f.              The
Parties agree that should a court be called upon to interpret any provision of
this Agreement, previous drafts shall not be used by any of the Parties in any
manner to support its interpretation of the meaning of this Agreement.  Each of the Parties and counsel for each of
the Parties to this Agreement have reviewed this Agreement and have
participated in its drafting, and, accordingly, none of the Parties shall
attempt to invoke any rule of construction to the effect that ambiguities
are to be resolved against the drafting party in any interpretation of this
Agreement.


 


g.             In
the event that any provision of this Agreement should be held to be void,
voidable, or unenforceable in any respect, the remaining portions of this
Agreement shall remain in full force and effect.


 


h.             In
the event that this Agreement is approved by the Court, any modification or
waiver of any provision of this Agreement, or any consent to any departure from
its terms, shall not be binding unless the same is in writing and signed by all
of the Parties hereto.


 


i.              Up
until the Court Approval Date, in the event that the Parties mutually agree to
modify any of the terms or procedures to be undertaken pursuant to this
Agreement or the proposed terms of the Court’s Order, they shall petition the
Court, with notice to counsel for the parties to the Litigation, identifying
the modification and seeking the Court’s review and/or approval of the
modification.


 


9

















 


	
  JPMORGAN CHASE BANK, N.A.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Ed
  Dismukes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Ed Dismukes

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF OHIO

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF FRANKLIN

  	
  )

  	
   

  
								



 


 


Subscribed and sworn to before me this 3rd
day of December 2007, by Ed  Dismukes, as
Vice Presdient for JP Morgan.


 


 


	
   

  	
  /s/ Amber Hollis

  
	
   

  	
  Notary Public in and for the State of Ohio

  



 


 


	
  JPMORGAN
  CHASE BANK, N.A.,

  	
   

  
	
  AS TRUSTEE
  OF THE MESA OFFSHORE TRUST

  	
   

  
	
   

  	
   

  
	
  By: Bank of
  New York Trust Company, N.A., as attorney-in-fact

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mike
  Ulrich

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Mike Ulrich

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF TRAVIS

  	
  )

  	
   

  
								



 


Subscribed and sworn to before me this 3rd
day of December 2007, by Mike Ulrich, as Attorney-in-Fact for Mesa Offshore
Trust.


 


 


 


	
   

  	
  /s/ Sarah Newell

  
	
   

  	
  Notary Public in and for the State of Texas

  



 


10

















 


	
  MOSH HOLDING, L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Timothy
  M. Roberson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Timothy M.
  Roberson

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  STATE OF TEXAS

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF HARRIS

  	
  )

  	
   

  
								



 


Subscribed and sworn to before me this 3rd
day of December 2007, by Timothy M. Roberson, as President for MOSH Holding,
L.P.


 


 


	
   

  	
  /s/ Sheila S. Ferguson

  
	
   

  	
  Notary Public in and for the State of Texas

  



 


 


	
  DAGGER-SPINE
  HEDGEHOG CORPORATION

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Thomas
  Obenchain

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Thomas
  Obenchain

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF TEXAS

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF DALLAS

  	
  )

  	
   

  
								



 


 


Subscribed and sworn to before me this 3rd
day of December 2007, by Thomas A Obenchain, as Secretary for Dagger-Spine
Hedgehog Corporation.


 


	
   

  	
  /s/ G. Jean Moore

  
	
   

  	
  Notary Public in and for the State of Texas

  



 


11

















 


WIEGAND INTERVENORS AND WIEGAND
ADDITIONAL PARTIES


 


Keith A.
Wiegand, Ronnie McGlothlin, and Robert M. Miles on behalf of the following:  Keith
A. Wiegand, Ronnie McGlothlin, Gordon W. Bader, Roger R. Bean, Jennifer J.
Bean, Tracey M. Stump, Scott W. Bean, James Blau, Larry W. Bradley, Richard
Brown, Scott Curran, Ron Davis, Mark Dittus, John C. Easton, Jamie Arnold, John
Easton Schwab Brokerage, John Easton Schwab Roth, John Easton Schwab IRA, John
Easton Scottrade Brokerage, John Easton Trust, Jamie Arnold Schwab IRA, Vicki
Easton Schwab IRA, James Figielski, James Figielski Pension Plan, Ami Schecter,
Ami Schecter Roth IRA, Kathleen Friend, Patricia L. Hendrix, Ben Hoos, Matt
Hoos, Philip Hoos, John W. Hovanec, Nicole M. Kimball, Matthew J. King, Darrell
M. Leis, J.D. Maddox, Roy G. Maddox, John McCall, Katrina McGlothlin, Mary R.
McNamara, Michael E. McNamara, Monika Meier, Mallory Mikkelsen, Dean P. Miles,
Elizabeth A. Miles-Cunningham, Lori Miles, Robert M. Miles, Sharon A. Miles,
William Kevin Miles, Gara Sue Pelcher, Jeffrey T. Pelcher, The Pelcher Company
Keogh Plan, Jeffrey Thomas Pelcher Custodial for Nathan Allen Pelcher Roth IRA,
Gara Pelcher Ten Com, Jeffrey T. Pelcher Custodial for Derrick T. Pelcher,
Jeffrey T. Pelcher Custodial for Nathan A. Pelcher, Adriene Rohleder, John
Selep, John M. Speight, Gordon A. Stamper, Jessica Stamper, Armin Sternberg,
Robert Todd, T.D. Tommey, Lyle Wagman, Barbara Wiedemann, Knut Wiedemann,
Nichole Wiedemann, Jerry L. Wolf, Galen R. Young; Mike Beckham, James Benton,
Kent Davis, Fred Deaton, Laura Taylor IRA, James Figielski IRA, Mallory &
Elaine Mikkelsen Brokerage, Mallory Mikkelsen Roth IRA, Mallory Mikkelsen M-5
Partners Brokerage, Jeffrey T. Pelcher and Gara Pelcher Ten Com, Ami Schecter
IRA, Armin Sternberg Brokerage, and Kent Wiedemann


 


 


	
  By:

  	
  /s/ Keith A.
  Wiegand

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Keith A. Wiegand

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Member

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF OKLAHOMA

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF TULSA

  	
  )

  	
   

  
							



 


 


Subscribed and sworn to before me this 3rd
day of December 2007, by Keith A. Wiegand, as                                                                      
for                                                               .


 


	
   

  	
  /s/ Brenda Nicola

  
	
   

  	
  Notary Public in and for the State of
  Oklahoma

  



 


12

















 


	
  By:

  	
  /s/ Ronnie
  McGlothlin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Ronnie
  McGlothlin

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Member

  	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF OKLAHOMA

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF TULSA

  	
  )

  	
   

  
							



 


 


Subscribed and sworn to before me this 3rd
day of December 2007, by Ronnie McGlothlin, as                                                                      
for                                                               .


 


 


	
   

  	
  /s/ Brenda Nicola

  
	
   

  	
  Notary Public in and for the State of
  Oklahoma

  



 


 


	
  By:

  	
  /s/ Robert
  M. Miles

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert M.
  Miles

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Unitholder

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  STATE OF MISSOURI

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
  COUNTY OF CASS

  	
  )

  	
   

  
							



 


 


Subscribed and sworn to before me this 3rd
day of December 2007, by Robert Miles, as Unitholder for MOSH.


 


 


	
   

  	
  /s/ Kathy S. Obley

  
	
   

  	
  Notary Public in and for the State of
  Missouri

  



 


13

















 


	
  APPROVED :

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Craig L. Stahl

  	
   

  	
  By:

  	
  /s/ Charles A. Sharman

  	
   

  
	
   

  	
  Craig L. Stahl

  	
   

  	
  Charles A. Sharman

  
	
   

  	
  Andrews Kurth L.L.P.

  	
   

  	
  Nine Greenway Plaza, Suite 3040

  
	
   

  	
  Waterway Plaza Two, Suite 200

  	
   

  	
  Houston, Texas 77046

  
	
   

  	
  10001 Woodloch Forest Drive

  	
   

  	
   

  
	
   

  	
  The Woodlands, Texas 77380

  	
   

  	
   

  
	
   

  	
   

  
	
  ATTORNEYS FOR JPMORGAN CHASE 

  	
  By:

  	
  /s/ Francis I. Spagnoletti

  	
   

  
	
  BANK, N.A., INDIVIDUALLY AND AS 

  	
   

  	
  Francis I. Spagnoletti

  
	
  TRUSTEE OF THE MESA OFFSHORE 

  	
   

  	
  Spagnoletti & Co.

  
	
  TRUST

  	
   

  	
  401 Louisiana, 8th Floor

  
	
   

  	
   

  	
  Houston, Texas 77002

  
	
   

  	
   

  	
   

  
	
   

  	
  ATTORNEYS FOR: MOSH Holding, L.P.,  Keith
  A. Wiegand, Ronnie McGlothlin, Gordon W. Bader, Roger R. Bean, Jennifer J.
  Bean, Tracey M. Stump, Scott W. Bean, James Blau, Larry W. Bradley, Richard
  Brown, Scott Curran, Ron Davis, Mark Dittus, John C. Easton, Jamie Arnold,
  John Easton Schwab Brokerage, John Easton Schwab Roth, John Easton Schwab
  IRA, John Easton Scottrade Brokerage, John Easton Trust, Jamie Arnold Schwab
  IRA, Vicki Easton Schwab IRA, James Figielski, James Figielski Pension Plan,
  Ami Schecter, Ami Schecter Roth IRA, Kathleen Friend, Patricia L. Hendrix,
  Ben Hoos, Matt Hoos, Philip Hoos, John W. Hovanec, Nicole M. Kimball, Matthew
  J. King, Darrell M. Leis, J.D. Maddox, Roy G. Maddox, John McCall, Katrina
  McGlothlin, Mary R. McNamara, Michael E. McNamara, Monika Meier, Mallory
  Mikkelsen, Dean P. Miles, Elizabeth A. Miles-Cunningham, Lori Miles, Robert
  M. Miles, Sharon A. Miles, William Kevin Miles, Gara Sue Pelcher, Jeffrey T.
  Pelcher, The Pelcher Company Keogh Plan, Jeffrey Thomas Pelcher Custodial for
  Nathan Allen Pelcher Roth IRA, Gara Pelcher Ten Com, Jeffrey T. Pelcher
  Custodial for Derrick T. Pelcher, Jeffrey T. Pelcher Custodial for Nathan A.
  Pelcher, Adriene Rohleder, John Selep, John M. Speight, Gordon A. Stamper,
  Jessica Stamper, Armin Sternberg, Robert Todd, T.D. Tommey, Lyle Wagman,
  Barbara Wiedemann, Knut Wiedemann, Nichole Wiedemann, Jerry L. Wolf, and
  Galen R. Young

  
	
  By:

  	
  /s/ Robert L. Ketchand

  	
   

  
	
   

  	
  Robert L. Ketchand

  
	
   

  	
  Boyer & Ketchand, P.C.

  
	
   

  	
  Nine Greenway Plaza, Suite 3100

  
	
   

  	
  Houston, Texas 77046

  
	
   

  
	
  ATTORNEYS FOR MOSH HOLDING,

  
	
  L.P. AND DAGGER-SPINE HEDGEHOG

  
	
  CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Melvyn L. Douglas

  	
   

  
	
   

  	
  Melvyn L. Douglas

  
	
   

  	
  Melvyn L. Douglas P.C.

  
	
   

  	
  5500 Preston Road, Suite 393

  
	
   

  	
  Dallas, Texas  75205-2676

  
	
   

  
	
  ATTORNEY FOR DAGGER-SPINE 

  
	
  HEDGEHOG CORPORATION

  
	
   

  
	
   

  
	
  By:

  	
  /s/ John H. Kim

  	
   

  
	
   

  	
  John H. Kim

  
	
   

  	
  The Kim Law Firm

  
	
   

  	
  4309 Yoakum Blvd, Suite 2000

  
	
   

  	
  Houston, Texas 77006

  	
   

  
									



 


14

















MOSH Holding v. Pioneer, et al.


Wiegand Group Units


MOSH Units


Dagger-Spine Units


 


	
  Unitholder

  	
   

  	
  Number of Units

  	
   

  
	
  Jamie Arnold Schwab IRA / Jamie Arnold

  	
   

  	
  10,000

  	
   

  
	
  Gordon W. Bader

  	
   

  	
  330,305

  	
   

  
	
  Jennifer J. Bean

  	
   

  	
  14,000

  	
   

  
	
  Roger R. Bean (1)

  	
   

  	
  410,000

  	
   

  
	
  Scott W. Bean

  	
   

  	
  79,700

  	
   

  
	
  Mike Beckham

  	
   

  	
  25,000

  	
   

  
	
  James Benton

  	
   

  	
  50,000

  	
   

  
	
  James Blau

  	
   

  	
  23,000

  	
   

  
	
  Larry W. Bradley

  	
   

  	
  53,150

  	
   

  
	
  Richard Brown

  	
   

  	
  32,000

  	
   

  
	
  Scott Curran

  	
   

  	
  70,500

  	
   

  
	
  Kent Davis

  	
   

  	
  300,000

  	
   

  
	
  Ron Davis

  	
   

  	
  10,000

  	
   

  
	
  Fred Deaton

  	
   

  	
  1,960,000

  	
   

  
	
  Mark Dittus

  	
   

  	
  163,600

  	
   

  



 






(1)“Roger L. Bean,” listed in the Wiegand Group’s
Motion to Substitute Counsel filed May 21, 2007, was a typographical
error; there is no member of the W iegand Group named “Roger L. Bean,” and he
is not a party to the Settlement Agreement.


 


15

















 


	
  Unitholder

  	
   

  	
  Number of Units

  	
   

  
	
  John Easton Schwab Brokerage

  	
   

  	
  40,925

  	
   

  
	
  John Easton Schwab IRA

  	
   

  	
  45,000

  	
   

  
	
  John Easton Schwab Roth

  	
   

  	
  101,000

  	
   

  
	
  John Easton Scottrade Brokerage / John Easton Trust / John C. Easton

  	
   

  	
  118,732

  	
   

  
	
  Vicki Easton Schwab IRA

  	
   

  	
  71,600

  	
   

  
	
  James Figielski IRA / James Figielski

  	
   

  	
  66,000

  	
   

  
	
  James Figielski Pension Plan

  	
   

  	
  162,450

  	
   

  
	
  Kathleen Friend

  	
   

  	
  1,500

  	
   

  
	
  Patricia L. Hendrix

  	
   

  	
  14,718

  	
   

  
	
  Ben Hoos

  	
   

  	
  215,300

  	
   

  
	
  Matt Hoos

  	
   

  	
  12,200

  	
   

  
	
  Philip Hoos

  	
   

  	
  45,239

  	
   

  
	
  John W. Hovanec

  	
   

  	
  216,000

  	
   

  
	
  Nicole M. Kimball

  	
   

  	
  3,978

  	
   

  
	
  Matthew J. King

  	
   

  	
  200,000

  	
   

  
	
  Darrell M. Leis

  	
   

  	
  50,024

  	
   

  



 


 


16

















 


	
  Unitholder

  	
   

  	
  Number of Units

  	
   

  
	
  John McCall

  	
   

  	
  2,000

  	
   

  
	
  Ronnie & Katrina McGlothlin

  	
   

  	
  333,333

  	
   

  
	
  Michael E. & Mary R. McNamara

  	
   

  	
  57,836

  	
   

  
	
  Roy G. & J.D. Maddox

  	
   

  	
  124,377

  	
   

  
	
  Monika Meier

  	
   

  	
  20,000

  	
   

  
	
  Mallory & Elaine Mikkelsen Brokerage

  	
   

  	
  30,000

  	
   

  
	
  Mallory Mikkelsen / Mallory Mikkelsen Roth IRA

  	
   

  	
  80,000

  	
   

  
	
  Mallory Mikkelsen M-5 Partners Brokerage

  	
   

  	
  50,000

  	
   

  
	
  Dean P. Miles

  	
   

  	
  13,000

  	
   

  
	
  Lori Miles

  	
   

  	
  2,220

  	
   

  
	
  Robert M. & Sharon A. Miles

  	
   

  	
  3,250,000

  	
   

  
	
  William Kevin Miles

  	
   

  	
  202,067

  	
   

  
	
  Elizabeth A. Miles-Cunningham

  	
   

  	
  9,850

  	
   

  
	
  Gara Sue Pelcher and Jeffrey T. Pelcher

  	
   

  	
  90,000

  	
   

  
	
  Gara Pelcher Ten Com / Jeffrey T. Pelcher and Gara Pelcher Ten Com

  	
   

  	
  95,500

  	
   

  
	
  Jeffrey T. Pelcher Custodial for Derrick T. Pelcher

  	
   

  	
  100,000

  	
   

  
	
  Jeffrey T. Pelcher Custodial for Nathan A. Pelcher

  	
   

  	
  100,000

  	
   

  
	
  Jeffrey Thomas Pelcher Custodial for Nathan Allen Pelcher Roth IRA

  	
   

  	
  35,000

  	
   

  
	
  The Pelcher Company Keogh Plan

  	
   

  	
  403,805

  	
   

  
	
  Adriene Rohleder

  	
   

  	
  217,460

  	
   

  



 


 


17

















 


	
  Unitholder

  	
   

  	
  Number of Units

  	
   

  
	
  Ami Schecter

  	
   

  	
  90,500

  	
   

  
	
  Ami Schecter IRA

  	
   

  	
  90,000

  	
   

  
	
  Ami Schecter Roth IRA

  	
   

  	
  220,000

  	
   

  
	
  John Selep

  	
   

  	
  75,000

  	
   

  
	
  John M. Speight

  	
   

  	
  150,000

  	
   

  
	
  Gordon A. Stamper

  	
   

  	
  65,391

  	
   

  
	
  Jessica Stamper

  	
   

  	
  4,395

  	
   

  
	
  Armin Sternberg Brokerage / Armin Sternberg

  	
   

  	
  149,500

  	
   

  
	
  Tracey M. Stump

  	
   

  	
  14,500

  	
   

  
	
  Laura Taylor IRA

  	
   

  	
  50,000

  	
   

  
	
  Robert Todd

  	
   

  	
  70,000

  	
   

  
	
  T.D. Tommey

  	
   

  	
  50,000

  	
   

  
	
  Lyle Wagman

  	
   

  	
  193,000

  	
   

  
	
  Knut, Barbara, Kent, & Nichole Wiedemann

  	
   

  	
  200,000

  	
   

  
	
  Keith A. Wiegand

  	
   

  	
  1,150,000

  	
   

  
	
  Jerry L. Wolf

  	
   

  	
  362,035

  	
   

  
	
  Galen R. Young

  	
   

  	
  20,000

  	
   

  



 


 


18

















 


	
  Unitholder

  	
   

  	
  Number of Units

  	
   

  
	
  MOSH Holding, L.P.

  	
   

  	
  7,332,887

  	
   

  
	
  Dagger-Spine Hedgehog Corporation

  	
   

  	
  2,548,360

  	
   

  
	
  TOTAL UNITS WIEGAND GROUP

  	
   

  	
  13,066,690

  	
   

  
	
  TOTAL UNITS MOSH HOLDING, L.P.

  	
   

  	
  7,332,887

  	
   

  
	
  TOTAL UNITS DAGGER-SPINE

  	
   

  	
  2,548,360

  	
   

  
	
  TOTAL UNITS

  	
   

  	
  22,947,937

  	
   

  



 


 


19