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