Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - PAR PACIFIC HOLDINGS, INC. | d71480e10vk.htm |
| EX-21 - EX-21 - PAR PACIFIC HOLDINGS, INC. | d71480exv21.htm |
| EX-31.1 - EX-31.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv31w1.htm |
| EX-32.1 - EX-32.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv32w1.htm |
| EX-23.2 - EX-23.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv23w2.htm |
| EX-32.2 - EX-32.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv32w2.htm |
| EX-23.1 - EX-23.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv23w1.htm |
| EX-31.2 - EX-31.2 - PAR PACIFIC HOLDINGS, INC. | d71480exv31w2.htm |
| EX-99.1 - EX-99.1 - PAR PACIFIC HOLDINGS, INC. | d71480exv99w1.htm |
| EX-10.12 - EX-10.12 - PAR PACIFIC HOLDINGS, INC. | d71480exv10w12.htm |
Exhibit 10.34
IN THE UNITED STATES COURT OF APPEALS FOR THE FEDERAL CIRCUIT
AMBER RESOURCES COMPANY, AERA
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) | |||||
ENERGY LLC, OGLE PETROLEUM INC.,
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) | |||||
OLAC RESOURCES LLC, POSEIDON
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) | |||||
PETROLEUM LLC, TOTAL E&P USA, INC.,
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) | |||||
PLAINS EXPLORATION & PRODUCTION CO.,
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) | |||||
NOBLE ENERGY, INC., ANADARKO E&P
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) | |||||
COMPANY LP, and DEVON ENERGY
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) | |||||
PRODUCTION COMPANY, L.P., and NYCAL
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) | |||||
OFFSHORE DEVELOPMENT CORPORATION,
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) | |||||
| ) | ||||||
Plaintiffs,
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) | |||||
| ) | ||||||
and
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) | |||||
| ) | ||||||
DELTA PETROLEUM CORPORATION,
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) | |||||
| ) | ||||||
Plaintiff-Cross Appellant,
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) | |||||
| ) | ||||||
v.
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) | 2009-5072, -5082 | ||||
| ) | ||||||
UNITED STATES,
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) | |||||
| ) | ||||||
Defendant-Appellant.
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) |
SETTLEMENT AGREEMENT
For the purpose of disposing of all claims by plaintiff, Delta Petroleum Corporation
(“Delta”), relating to Lease OCS-P 0452 without any further judicial proceedings and without there
being any trial or adjudication of any issue of law or fact, and without constituting an admission
of liability on the part of the defendant, and for no other purpose, Delta and the United States of
America stipulate and agree as follows:
1. On or about July 1, 1981, the Department of the Interior (“Interior” or “agency”), issued
Lease OCS-P 0452 (“Lease 452”), located off the California coast, to certain oil and gas
exploration companies. Lease 452 generally permits the lessee(s) to explore for and
develop oil and gas resources, subject to the requirements of certain statutes and
regulations. In 2001, Delta acquired a 100 percent record ownership interest in Lease 452.
2. In 1990, Congress amended section 1456(c)(1) of the Coastal Zone Management Act (“CZMA”),
one of the statutes incorporated into Lease 452. In June 2001, the United States District Court
for the Northern District of California ruled that the amended section 1456(c)(1) required
Interior’s Minerals Management Service (“MMS”), prior to granting a lease “suspension,” to provide
a determination that the suspension is consistent to the maximum extent practicable with
California’s coastal management program. California v. Norton, 150 F. Supp. 2d 1046 (N.D.
Cal. 2001), aff’d, 311 F.3d 1162 (9th Cir. 2002). The district court ordered MMS to set
aside existing suspensions of a number of leases, including Lease 452, and to direct suspensions of
the leases to comply with the court’s interpretation of the statute. In July 2001, MMS directed
the suspension of Lease 452.
3. In January 2002, Delta, along with other similarly situated plaintiffs, filed suit in the
Court of Federal Claims alleging breach of contract.
4. On November 17, 2005, the Court of Federal Claims held that the United States breached the
lawsuit leases, including Lease 452, giving the lessees a right to rescission and restitution of
the initial lease payments. Thereafter, the United States sought reconsideration of the trial
court’s ruling as to Lease 452, alleging that Delta waived its right to pursue rescission by
electing to continue performance of Lease 452, and that the drainage of oil from Lease 452
prevented Delta from returning it in substantially the same condition as when it was leased.
5. On February 25, 2009, the Court of Federal Claims granted the motion for reconsideration in
part, and denied it in part. The trial court held that Delta was entitled to
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rescission, and could return Lease 452 in substantially the same condition. The court awarded
the United States an offset of $555,000, and entered judgment for Delta in the amount of
$91,431,300.
6. On April 24, 2009, the United States appealed to the Court of Appeals for the Federal
Circuit. Delta cross-appealed.
7. The Federal Circuit selected the appeal for participation in its mediation program and,
with the assistance of a mediator, the parties entered into negotiations designed to resolve this
case amicably. As a result of that mediation, Delta offered to settle this case with respect to
Lease 452 in exchange for payment by the United States in the amount of sixty-five million dollars
($65,000,000.00), inclusive of interest, with each party to bear its own costs, attorney fees, and
expenses.
8. Delta’s offer has been accepted on behalf of the Attorney General.
9. Upon payment by the United States of the settlement amount set forth in paragraph 7, Delta
and the United States agree to stipulate to the dismissal of this case with respect to Lease 452
with prejudice. The parties agree to file a stipulation for the dismissal of their appeal and
cross appeal in the form attached as Exhibit A.
10. The United States Department of Justice will request expeditious approval, processing, and
payment by the Department of the Treasury of the settlement amount set forth in paragraph 7.
11. Upon payment by the United States of the settlement amount set forth in paragraph 7, Delta
releases, waives, and abandons all claims against the United States, its political subdivisions,
its officers, agents, and employees, arising out of or related to Lease 452,
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regardless of whether they were included in the complaint, including but not limited to any
claims for costs, expenses, attorney fees, and damages of any sort. Upon payment of the settlement
amount set forth in paragraph 7, Delta further releases, waives, and abandons any interest in Lease
452. Delta agrees that its action under this paragraph constitutes a relinquishment pursuant to 30
C.F.R. § 256.76.
12. Upon payment of the settlement amount set forth in paragraph 7, and subject to paragraph
14, the United States releases, waives, and abandons all claims against Delta arising out of or
related to Lease 452, except for fraud, regardless of whether they were included in the pleadings,
including but not limited to any claims for costs, expenses, attorney fees, and damages of any
sort.
13. The Department of the Interior is not aware of any claims pursuant to 31 U.S.C. § 3728
regarding this matter and will not request any delay, reduction, or withholding of payment in full
by the United States of the settlement amount set forth in paragraph 7.
14. This agreement is in no way related to or concerned with income or other taxes for which
Delta is now liable or may become liable in the future as a result of this agreement.
15. Delta warrants and represents that no other action or suit arising out of or related to
Lease 452 is pending or will be filed or submitted against the United States by Delta in any other
court, legislative body, or administrative body or agency. Delta further warrants and represents
that although it has assigned certain rights to receive litigation proceeds, it is the sole owner
of Lease 452 and the claims that are the subject of this agreement, and that no assignment or
transfer of Lease 452 or these claims or any part thereof has been made. Should there now or
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in the future be any violation of the warranties and representations set forth in this
paragraph, any amount paid by the United States pursuant to this agreement shall be refunded
promptly by Delta, together with interest thereon at the rates provided in 41 U.S.C. § 611,
computed from the date the United States makes payment.
16. This agreement is for the purpose of settling this case with respect to Lease 452, and for
no other. Accordingly, except as may be necessary to effect or enforce the terms of this
agreement, this agreement shall not bind the parties, nor shall it be cited or otherwise referred
to, in any proceedings, whether judicial or administrative in nature, in which the parties or
counsel for the parties have or may acquire an interest.
17. Delta’s counsel represents that he has been and is authorized to enter into this agreement
on behalf of Delta.
18. This document constitutes a complete integration of the agreement between the parties and
supersedes any and all prior oral or written representations, understandings or agreements among or
between them.
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Dated this 16th day of December 2009.
| THE UNITED STATES OF AMERICA | ||
| By: | ||
| /s/ JEANNE E. DAVIDSON | ||
| JEANNE E. DAVIDSON | ||
| Director | ||
DELTA PETROLEUM CORPORATION
|
/s/ PATRICIA M. McARTHY | |
By:
|
PATRICIA M. McCARTHY | |
| Assistant Director | ||
/s/ STEVEN J. ROSENBAUM
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/S/ GREGG M. SCHWIND | |
STEVEN J. ROSENBAUM
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GREGG M. SCHWIND | |
Covington & Burling LLP
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Trial Attorney | |
1201 Pennsylvania Avenue, N.W.
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Commercial Litigation Branch | |
Washington, D.C. 20004
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Civil Division | |
(202) 662-5568
|
Department of Justice | |
| 1100 L Street, N.W. | ||
| Attn: Classification Unit | ||
| 8th Floor | ||
| Washington, D.C. 20530 | ||
| Tel. (202) 353-2345 | ||
Counsel for Delta Petroleum Corporation
|
Attorneys for the United States of America | |
December 16, 2009
|
December 16, 2009 |
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Exhibit A
IN THE UNITED STATES COURT OF APPEALS
FOR THE FEDERAL CIRCUIT
FOR THE FEDERAL CIRCUIT
AMBER RESOURCES COMPANY, AERA
|
) | |||||
ENERGY LLC, OGLE PETROLEUM INC.,
|
) | |||||
OLAC RESOURCES LLC, POSEIDON
|
) | |||||
PETROLEUM LLC, TOTAL E&P USA, INC.,
|
) | |||||
PLAINS EXPLORATION & PRODUCTION CO.,
|
) | |||||
NOBLE ENERGY, INC., ANADARKO E&P
|
) | |||||
COMPANY LP, and DEVON ENERGY
|
) | |||||
PRODUCTION COMPANY, L.P., and NYCAL
|
) | |||||
OFFSHORE DEVELOPMENT CORPORATION,
|
) | |||||
| ) | ||||||
Plaintiffs,
|
) | |||||
| ) | ||||||
and
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) | |||||
| ) | ||||||
DELTA PETROLEUM CORPORATION,
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) | |||||
| ) | ||||||
Plaintiff-Cross Appellant,
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) ) |
|||||
v.
|
) | 2009-5072, -5082 | ||||
| ) | ||||||
UNITED STATES,
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) | |||||
| ) | ||||||
Defendant-Appellant.
|
) |
STIPULATION OF DISMISSAL
The parties to this appeal, having settled the dispute that is the subject of this appeal and
cross appeal, jointly stipulate pursuant to Fed. R. App. P. 42(b) to the dismissal with prejudice
of their appeal and cross-appeal. No costs, attorney fees, or expenses are to be awarded to either
party.
| Respectfully submitted, | ||||||
TONY WEST
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Counsel of Record | |||||
Assistant Attorney General
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COVINGTON & BURLING LLP | |||||
| 1201 Pennsylvania Ave., N.W. | ||||||
JEANNE E. DAVIDSON
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Washington, D.C. 20004-2401 | |||||
Director
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Tel. (202) 662-5568 | |||||
| Fax. (202) 778-5568 | ||||||
| Counsel for Plaintiff-Cross-Appellant | ||||||
PATRICIA M. MCCARTHY
|
Delta Petroleum Corporation | |||||
Assistant Director |
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| Dated: ____________________________ | ||||||
Trial Attorney |
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Commercial Litigation Branch |
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Civil Division |
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Department of Justice |
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1100 L Street, N.W. |
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Attn: Classification Unit |
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8th Floor |
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Washington, D.C. 20530 |
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Tel. (202) 353-2345 |
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Fax (202) 514-7969 |
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Counsel for Defendant-Appellant |
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United States of America |
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Dated: ____________________________ |
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