Adversary, in each case, pending the effectiveness of releases to be executed by each Settlement Party and delivered to each other Settlement Party within five (5) days after the Effective Date (as defined below), in the form attached as Exhibit A to the Settlement Agreement (the “Releases”), (ii) that the Tolling Period (as defined in the Settlement Agreement) shall not be included in computing any statute of limitations or statute of repose for any claim or cause of action subject to the Releases (the “Tolled Claims”), nor will the Tolling Period be considered in support of other listed defenses in the Settlement Agreement, including lawsuits or actions involving Tolled Claims, and (iii) concurrently with the execution of the Settlement Agreement, SN Catarina and SN Operating will file with the Bankruptcy Court a motion pursuant to Rule 9019 of the Bankruptcy Rules seeking the Approval Order on an expedited basis (the “9019 Motion”). The 9019 Motion was filed with the Bankruptcy Court on the Execution Date.
The Settlement Parties agreed, among other things, to take the following actions within five (5) days after the date on which the Bankruptcy Court enters a final, non-appealable order pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, approving the Settlement Agreement, including the Releases included therein, unless an earlier date is mutually agreed upon by the Parties following an order of the Bankruptcy Court granting the 9019 Motion but prior to the time such 9019 Motion becomes final and non-appealable (the “Effective Date”): (i) to execute and deliver their respective Releases, (ii) upon mutual exchange of all Releases, SN Catarina shall deliver $10,000,000.00 cash to an account or accounts designated by Catarina Midstream, (iii) to have the Partnership execute and deliver to Mesquite the Assignment Agreement, in the form attached as Exhibit B to the Settlement Agreement, pursuant to which the Partnership will assign to Mesquite any claims of the Partnership arising out of or related to the conduct alleged in Sanchez Oil & Gas Corp., et al. v. Terra Energy Partners LLC, et al., Cause No. 2016-18909 (Dist. Ct., Harris County, Texas, 11th Jud’l Dist.), and (iv) to have the Settlement Parties sign and submit stipulations of dismissal, or such other documents as may be required, to effectuate dismissal of the Catarina Arbitration and the Mesquite Adversary with prejudice, and no Settlement Party shall object to any such dismissals.
The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amended and Restated Firm Gathering and Processing Agreement
On the Execution Date, Catarina Midstream and SN Catarina entered into that certain Amended and Restated Firm Gathering and Processing Agreement (the “A&R Gathering Agreement”). The A&R Gathering Agreement amends and restates in its entirety the Catarina Gathering Agreement. The A&R Gathering Agreement provides for, among other things, (i) a new dedication of Eastern Catarina, whereas only the western portion of such acreage (“Western Catarina”) was dedicated under the Catarina Gathering Agreement, (ii) different established gathering and processing fee rates for existing production on Western Catarina or Eastern Catarina consistent with rates charged and paid until June 2021 as well as new rates for new production from the Dedicated Acreage (as defined in the A&R Gathering Agreement) or from the Subject Wells (as defined in the A&R Gathering Agreement), and (iii) new obligations with respect to pressure limitations at certain measurement points attributable to SN Catarina or Catarina Midstream and with respect to FL&U (as defined in the A&R Gathering Agreement).