PURCHASE AND SALE AGREEMENT
AERA ENERGY LLC
and
▇▇▇▇▇ PETROLEUM COMPANY
PURCHASE AND SALE AGREEMENT
Index
Page
1. Property Being Sold 1
(a) Leases 1
(b) Fee Interests 1
(c) Rights in Production 1
(d) Rights; Working Interests 1
(e) Easements 1
(f) Permits 2
(g) ▇▇▇▇▇ 2
(h) Facilities 2
(i) Equipment 2
(j) Exclusions 2
2. Purchase Price 3
3. Closing 3
4. Sale 3
(a) Payment 3
(b) Conveyance 3
(c) Non-foreign Affidavit 3
5. Further Assurances 3
6. Conveyance Effective Date 3
7. Pre-Acquisition Review 3
(a) Review 3
(b) Conditions to Review 4
(c) Review Results 5
8. Baseline Study 6
9. Disclaimers/Acknowledgments 7
(a) No Warranty, Express Or Implied 7
(b) Acknowledgments of ▇▇▇▇▇ at Closing 7
10. Independent Evaluation 8
11. Consents; Preferential Rights 8
Page i
12. Title 9
(a) Title Examination 9
(b) Significant Title Defect 9
(c) Personal Property Inventory List 10
13. Representations of Aera 10
(a) Due Organization 10
(b) Company Power 10
(c) Duly Executed 10
(d) No LItigation 10
14. Representations of ▇▇▇▇▇ 11
(a) Due Organization 11
(b) Corporate Power 11
(c) Duly Executed 11
(d) No Litigation 11
15. Aera's Conditions 11
(a) Representations True 11
(b) No Pending Suits 11
(c) No Act of Termination 11
(d) Written Evidence of Bond 12
(e) H-S-R 12
16. ▇▇▇▇▇'▇ Conditions 12
(a) Representations True 12
(b) No Pending Suits 12
(c) No Act of Termination 12
(d) H-S-R 12
17. Operations and Production After the Effective Date 12
(a) Operations Between the Effective Date and Closing 12
(b) Expenses 12
(c) Allocation of Production and Proceeds 13
(d) Interim Accounting, Payment and Collection
Services 13
(e) Post-Closing Settlement 13
(f) Audit 14
(g) No Application to Income Taxes 14
18. Taxes, Costs and Fees 14
(a) Taxes 14
(b) No Brokers 14
19. Operations by ▇▇▇▇▇ 15
(a) Compliance with Laws 15
(b) Assumption of Obligations 15
Page ii
20. Indemnification 16
(a) General Indemnity by ▇▇▇▇▇ 16
(b) Environmental Indemnity by ▇▇▇▇▇ 16
(c) Definitions 17
(d) Indemnified Party's Participation 20
(e) Aera to Cooperate with ▇▇▇▇▇ regarding
Obtaining Certain Rights from Mobil 20
21. Existing Contracts 21
(a) Assumption of Contracts 21
(b) Gas Imbalances 21
22. Notices 21
23. Parties in Interest 22
24. Complete Agreement 22
25. Approval of Board of Managers and
Board of Directors 22
26. Applicable Law 22
27. Miscellaneous Provisions 23
(a) Captions 23
(b) Partial Invalidity 23
(c) Modification 23
(d) Assignment 23
(e) Counterparts 23
(f) Expenses 23
(g) Signs 23
(h) Press Releases 23
(i) No Recording 24
(j) Survival 24
(k) Exhibits and Schedules 24
(l) Time of Essence 24
(m) H-S-R 24
(n) No Partnership 24
(o) File Transfers 25
Page iii
PURCHASE AND SALE AGREEMENT
AERA ENERGY LLC, a California limited liability company, herein referred
to as "Aera," and ▇▇▇▇▇ PETROLEUM COMPANY, a Delaware corporation,
herein referred to as "▇▇▇▇▇," enter into this Purchase and Sale Agreement,
herein called the "Agreement," in consideration of Aera's agreement to sell,
and ▇▇▇▇▇'▇ agreement to buy, property described in this Agreement, all
pursuant to the terms and conditions of this Agreement. ▇▇▇▇ and ▇▇▇▇▇ may
also be referred to herein individually as a "Party" or, collectively, as the
"Parties."
1. PROPERTY BEING SOLD. Subject to the terms and conditions set
forth hereinafter, ▇▇▇▇ agrees to convey to ▇▇▇▇▇ the Property (as defined
below) and ▇▇▇▇▇ agrees to accept the Property, and tender consideration
therefor, in the manner and of the type and amount as hereinafter required.
For purposes of this Agreement, Property shall mean all of Aera's right, title
and interest in and to (i) the property and property interests described in
Exhibit "A" hereto, and (ii) all property and property interests listed in
subsections (a) through (i) of this section 1, to the extent such property or
property interests are a part of, grant rights in, or with respect to, or are
located on the property and property interests described in Exhibit "A"; but
excluding the property in subsection (j).
(a) Leases. Leasehold interests in oil, gas or other minerals, including
working interests, carried working interests, rights of assignment and
reassignment, and other interests under or in oil, gas or mineral leases, and
interests in rights to explore for and produce oil, gas and other minerals.
(b) Fee Interests. Fee interests to the surface and in oil, gas or other
minerals, including rights under mineral deeds, conveyances or assignments.
(c) Rights In Production. Royalties, overriding royalties, production
payments, rights to take royalties in kind, or other interests in production
of oil, gas or other minerals.
(d) Rights; Working Interests. Rights and interests in or derived from
unit agreements, orders or decisions of state and federal regulatory
authorities establishing units, joint operating agreements, enhanced recovery
and injection agreements, farmout agreements and farmin agreements, options,
drilling agreements, exploration agreements, assignments of operating rights,
working interests, subleases and rights above or below certain footage depths,
horizons or interests described in subsections (a)-(c) above except those
contracts or agreements described in subsection (j) below.
(e) Easements. To the extent transferable, rights-of-way, surface or
ground leases, easements, servitudes and franchises located on or granting
rights to the property or property interests described in Exhibit "A" hereto
and acquired or used in connection with operations for the exploration,
production, processing and transportation of oil, gas or other minerals with
respect to the properties and interests described in subsections (a)-(d)
above and such other rights-of-way, surface or ground leases, easements and
servitudes specifically listed on Schedule "1(e)" hereto, which are not
located on or grant rights to such property and property interests, but which
were acquired or used in such operations with respect to such property and
property interests.
(f) Permits. To the extent transferable, permits and licenses of any
nature owned, held or operated in connection with operations for the
exploration, production, processing and transportation of oil, gas or other
minerals, including, but not limited to, all air emission reduction credits
attributable to the Property.
(g) ▇▇▇▇▇. Producing, non-producing, shut-in and abandoned oil and gas
▇▇▇▇▇, salt water disposal ▇▇▇▇▇, injection ▇▇▇▇▇ and water ▇▇▇▇▇ located on
the property or property interests described in Exhibit "A" hereto and used in
connection with the properties or interests described in subsections (a)-(f)
above and such other salt water disposal ▇▇▇▇▇ and water ▇▇▇▇▇ specifically
listed on Schedule "1(g)," which are not located on such property or property
interests, but which are used in connection with such properties or interests.
(h) Facilities. All facilities, buildings, improvements, gas plants,
gathering lines, flow lines, injection lines and pipelines and appurtenances
located on the real property and on lands included in, or which are
subservient to, the property and property interests described on Exhibit "A"
and such other similar facilities specifically listed on schedule "1(h),"
which are not located on such real property and lands, but which are used in
connection with the properties and interests described in subsections (a)-(g)
above.
(i) Equipment. All surface and down-hole equipment, fixtures, inventory
and personal property located on the property and property interests described
in Exhibit "A" hereto, and used in connection with the properties or interests
described in subsections (a)-(h) above and such other equipment specifically
listed on Schedule "1(i)," which is not located on such property and property
interests, but which is used in connection with such properties and interests
described in subsections (a)-(h) above.
(j) Exclusions. The Property shall not include any rights-of-way,
surface or ground leases, easements, franchises, permits, licenses, or other
contracts or agreements which by their own terms are not transferable,
Proprietary Data (which shall include, without limitation, (i) all privileged
or confidential data, and (ii) any interpretive geological and geophysical
information which may reveal the methods used by Aera in interpreting
geological and geophysical information, economic analysis, and any
information or other similar proprietary data which might reveal Aera's
economic guidelines or other methods or systems by which Aera conducts its
economic analysis), any offsite tubular goods in the previous owner's store
stock, store stock left on consignment and belonging to third parties, that
certain GLT Gas Transmission Service Contract between Southern California Gas
Company ("So Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal
Contract"), and without limiting the generality of the foregoing, those items
of personal property, inventory or other property or property interests
specifically listed on Schedule "1(j)" hereto. In the event any
rights-of-way, surface or ground leases, easements, franchises, permits,
licenses, or other contracts or agreements are not transferable by their own
terms, Aera shall have no liability to ▇▇▇▇▇ for any such failure of transfer.
2. PURCHASE PRICE. As consideration for the Property, ▇▇▇▇▇ shall
pay to Aera, at Closing, the sum of Thirty-five Million and No Hundredths
Dollars ($35,000,000.00) (the "Purchase Price").
3. CLOSING. Closing shall occur on or before January 31, 1999, or at
such later date as may be agreed by the Parties or provided by this
Agreement, (the "Closing Date"), at a time and place to be mutually agreed by
the Parties. "Closing" shall mean the consummation of the sale by transfer of
▇▇▇▇'s ownership in the Property, payment of the Purchase Price, and transfer
of the operation and possession of the Property.
4. SALE. At Closing, the Parties shall do the following:
(a) Payment. ▇▇▇▇▇ shall make payment of the Purchase Price above by
wire transfer to an account to be designated by Aera.
(b) Conveyance. Aera will convey the Property to ▇▇▇▇▇ by executing
and delivering (i) an Assignment and Conveyance and (ii) a Personal Property
Agreement and Bill of Sale in substantially the forms attached hereto as
Exhibits "B" and "C," respectively.
(c) Non-foreign Affidavit. Aera shall execute and deliver to ▇▇▇▇▇ its
Non-foreign Affidavit in substantially the form attached hereto as Exhibit
"D."
5. FURTHER ASSURANCES. ▇▇▇▇ and ▇▇▇▇▇ each agree to execute
and deliver to the other Party all division orders, transfer orders and all
other documents necessary to fully vest in ▇▇▇▇▇ the rights, obligations and
benefits acquired pursuant to this Agreement.
6. CONVEYANCE EFFECTIVE DATE. The conveyance from Aera to
▇▇▇▇▇ shall be effective as of December 31, 1998, at 5:00 p.m. local time
where the Property is located, herein called the "Effective Date." The Parties
shall have measured/gauged all tanks as of the Effective Date for purposes of
proration and post-Closing settlement.
7. PRE-ACQUISITION REVIEW.
(a) Review. Commencing upon satisfaction of the conditions set forth in
subsection 7(b) and ending one (1) day before the Closing Date (the "Review
Period"), ▇▇▇▇▇ and its employees, agents and contractors shall have the right,
but not the obligation, to do the following (the "Pre-Acquisition Review"), at
its sole cost and expense but with the cooperation and assistance of ▇▇▇▇:
(1) To the extent Aera has the right to grant such rights to ▇▇▇▇▇, and
only after notice to any operator of the Property, to enter all or any part of
the Property at any reasonable time and from time to time, during the Review
Period, and to inspect, inventory, investigate (including environmental
assessments and evaluations), study and examine the same and the operations
conducted thereon; and
(2) To inspect and review at ▇▇▇▇'s office located in Bakersfield,
California, at reasonable times and upon reasonable notice, all non-privileged
and non-proprietary files, records, documents and data related to the above
matters, including, but not limited to, any of the following which Aera may
have: Original Well Record Files on all ▇▇▇▇▇, Regulatory, Accounting,
Marketing, Environmental, Pipeline, Maintenance, Transportation, Processing,
Production and Engineering files and records. Non-proprietary files, records,
documents and data mean those which do not constitute Proprietary Data as
described in subsection 1(j) above.
(b) Conditions to Review. Prior to the commencement of the Pre-
Acquisition Review, the following conditions must be satisfied:
(1) ▇▇▇▇▇ may, but is not required to, deliver a Pre-Acquisition Review
plan to Aera, including the identity of any party participating in or
associated with the plan and an estimated timetable for events under the
plan. Such plan, if completed, must be approved in writing by ▇▇▇▇;
(2) ▇▇▇▇▇ shall sign and deliver to Aera an Agreement for
Indemnification and Responsibility for Damages in the form of Exhibit "G"
attached hereto (the "Indemnification Agreement");
(3) ▇▇▇▇▇ shall maintain the results of its investigation and evaluation
and review of files and records, including title examination reviews,
confidential in accordance with the provisions, terms and conditions of that
certain Confidentiality Agreement dated November 13, 1998 (the "Confidentiality
Agreement"), a copy of which is attached hereto as Exhibit "E";
(4) ▇▇▇▇▇ shall provide Aera a copy of any non-privileged or non-
proprietary assessment reports of or about the Property, including, without
limitation, any reports, data and conclusions developed pursuant to the Pre-
Acquisition Review, promptly after such assessment report has been furnished
to or obtained by ▇▇▇▇▇, and Aera shall be permitted to discuss the contents
of any such assessment reports with the party who prepared such reports; and
(5) ▇▇▇▇▇ and its employees, agents and consultants shall abide by
Aera's (or the operator's with respect to non-Aera operated properties) safety
rules, regulations and other operating policies applicable to the Property
while conducting their activities on the Property.
(c) Review Results.
(1) If, as a result of the Pre-Acquisition Review, ▇▇▇▇▇ determines in
its sole judgment that, as to any portion of the Property: (i) the
environmental condition thereof is unacceptable for ▇▇▇▇▇'▇ purposes;
(ii) there has been such a substantial deterioration in the physical condition
of the Property since November 1, 1998, that ▇▇▇▇▇ will be unable to continue
to possess, operate, use or maintain the Property in the same manner and to
the same extent possessed, operated, used or maintained by Aera before the
Effective Date (provided, however, a lack of equipment on the Property shall
not be considered a substantial deterioration in the physical condition of
the Property for purposes of this subsection unless the equipment was removed
by Aera from the Property between November 1, 1998, and the Effective Date
without ▇▇▇▇▇'▇ consent and the lack of such removed equipment will materially
adversely affect ▇▇▇▇▇'▇ ability to use, operate or maintain the Property after
Closing); or (iii) the extent of existing, potential or contingent liabilities
pose or create an unacceptable risk; then, ▇▇▇▇▇ may give written notice to
Aera on or before the last day of the Review Period of such condition. Such
notice shall include ▇▇▇▇▇'▇ estimated cost to cure or remedy the listed
conditions. Failure to give any such notice within the Review Period shall
foreclose ▇▇▇▇▇ from securing the benefits of subsection 7(c)(2) and shall
not excuse ▇▇▇▇▇ for failing to close because of matters arising out of such
Pre-Acquisition Review.
(2) Upon receipt of such notice, if the aggregate of the conditions set
forth in the notice are Material (as defined below), the Closing Date shall be
automatically extended for thirty (30) days unless both Parties agree in
writing to the contrary. Within the period between the date of receipt of
such notice and the extended Closing Date, Aera may, at its option and in its
sole discretion, (i) remedy or agree to remedy, to a degree agreed upon prior
to Closing, such condition (in the event current remediation of such condition
is required by a Federal, State or local agency, Aera and ▇▇▇▇▇ agree that the
condition shall be remedied in accordance with and to the satisfaction of the
appropriate agency's requirements), (ii) agree with ▇▇▇▇▇ on an adjustment to
the Purchase Price which adjustment shall reflect ▇▇▇▇▇'▇ cost to remedy such
conditions, or (iii) remove the affected portion or portions of the Property
from the Property to be conveyed and agree with ▇▇▇▇▇ to adjust the Purchase
Price accordingly. The failure to do one of the above prior to the extended
Closing Date shall permit either Party to terminate this Agreement by giving
written notice of such termination to the other on or before the extended
Closing Date. Upon the giving of such termination notice, neither Party
shall have any further rights or obligations hereunder except for ▇▇▇▇▇'▇
obligations and ▇▇▇▇'s rights under the Confidentiality Agreement and the
Indemnification Agreement.
(3) If the aggregate of the conditions set forth in the notice are not
Material, notwithstanding anything herein to the contrary, Aera shall have the
option at its sole discretion to remove the affected portion or portions of the
Property from the Property to be conveyed and agree with ▇▇▇▇▇ to adjust the
Purchase Price accordingly. If Aera elects to remove the Property, the failure
to agree on an adjustment to the Purchase Price shall permit either Party to
terminate this Agreement by giving written notice of such termination to the
other on or before the Closing Date. Upon the giving of such termination
notice, neither Party shall have any further rights or obligations hereunder
except for ▇▇▇▇▇'▇ obligations and ▇▇▇▇'s rights under the Confidentiality
Agreement and the Indemnification Agreement. If Aera does not elect to
remove the affected portion or portions of the Property, ▇▇▇▇▇ shall acquire
the affected portions of the Property "where is" and "as is" with no right to
recover from Aera for any liabilities, costs or expenses related to such
conditions (including, without limitation, environmental conditions and
damages to natural resources). Acquisition of the Property containing such
non-material conditions "where is" and "as is" shall constitute ▇▇▇▇▇'▇
general release and agreement to defend, indemnify and hold Aera, its
Affiliates, directors, officers, employees, agents and representatives
harmless from all liabilities, costs or expenses related to such non-material
conditions (including, without limitation, non-material environmental
conditions and damages to natural resources).
(4) For purposes of this subsection 7(c), "Material" shall be defined as
a cost to cure or remedy in excess of One Million and No Hundredths Dollars
($1,000,000.00). If ▇▇▇▇ agrees to remedy specific adverse conditions then
▇▇▇▇▇ and Aera agree that all negotiations and contacts with state, federal and
local agencies for approval and review of such remedial action shall be made
by Aera.
8. BASELINE STUDY. ▇▇▇▇▇ and ▇▇▇▇ hereby agree that a Pre-
Acquisition Review assessment report of the Property by ▇▇▇▇▇, if made, shall
establish the true and correct condition of the Property as of the Effective
Date and such assessment report shall be used as the only environmental,
safety or other baseline study in the event a dispute arises after Closing
concerning the condition of the Property, unless Aera gives notice to ▇▇▇▇▇
within thirty (30) days after its receipt of the Pre-Acquisition Review
assessment report that it is contesting the results of or the conclusions
reached in such assessment report in which case such Pre-Acquisition Review
assessment report shall not be deemed the sole baseline study. Aera shall
have the right, but not the obligation, at any time to conduct its own
assessment of the Property. If prior to Closing, Aera determines, either
from its own assessment, ▇▇▇▇▇'▇ assessment or otherwise, that an adverse
environmental condition may exist on any portion of the Property, then Aera
may, in its sole discretion, either (i) remove the affected portion of the
Property from the Property being conveyed and agree with ▇▇▇▇▇ to an adjusted
Purchase Price or (ii) terminate this Agreement by giving notice of such
termination to ▇▇▇▇▇ in writing prior to Closing. The rights and obligations
of the Parties after such notice is given shall be as specified in the next
sentence. If Aera and ▇▇▇▇▇ cannot agree on the proper adjustment to the
Purchase Price, either Party may give written notice to the other Party prior
to Closing to terminate this Agreement and upon the giving of such notice,
neither Party shall have any further rights or obligations hereunder except
for ▇▇▇▇▇'▇ obligations and ▇▇▇▇'s rights under the Confidentiality Agreement
and the Indemnification Agreement.
In the event both Aera and ▇▇▇▇▇ elect not to conduct Pre-Acquisition
Review assessment reports, both Parties agree that the Phase I
Environmental Site Assessment report dated October 27, 1998, prepared by
▇▇▇▇▇▇▇/▇▇▇▇▇ Consultants for Mobil Business Resources Corporation shall
serve as the baseline study for purposes of this subsection.
9. DISCLAIMERS/ACKNOWLEDGMENTS.
(a) No Warranty, Express Or Implied. CONVEYANCE OF THE PROPERTY
SHALL BE WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS
TO TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING,
WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY,
VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE.
▇▇▇▇▇ shall satisfy itself, prior to the Closing, as to the type, condition,
quality and extent of the property and property interests which comprise the
Property it is receiving pursuant to this Agreement and under this sale.
▇▇▇▇▇ shall have the right of full substitution and subrogation to any and
all rights and actions of which Aera has or may have against any and all
preceding owners or vendors of the Property other than affiliates of Aera.
(b) Acknowledgments of ▇▇▇▇▇ at Closing. By closing on the transaction
provided for in the Agreement, ▇▇▇▇▇ shall be deemed to have acknowledged
and does acknowledge and admit that: (i) ▇▇▇▇▇ has been given the
opportunity to adequately inspect the Property for all purposes prior to
Closing; (ii) ▇▇▇▇▇ is aware that the Property has been used for the
exploration, development, production, treating and transporting of oil and
gas and that physical changes may have occurred as a result of such use and
that Aera has disclosed, and ▇▇▇▇▇ is further aware, that there exists the
possibility that there could have occurred from such use one or more releases
of hazardous substances or releases of Chemical Substances [as defined in
subsection 20(c)(3) below] into, or other pollution or contamination of or
into, the ambient air, surface water, ground water, or land surface and
subsurface strata of any real property included in the Property and of
contiguous, or a series of contiguous, real properties not associated with
the Property; (iii) ▇▇▇▇▇ has entered into this Agreement on the basis of its
own investigation of the physical condition of the Property and the land
related thereto (including the environmental condition of the Property);
(iv) ▇▇▇▇▇ with full knowledge of the foregoing and after conducting the
above described investigation and evaluation IS ACQUIRING THE PROPERTY ON A
"WHERE IS" AND "AS IS" BASIS, and ▇▇▇▇▇, by acquiring the Property on a
"where is" and "as is" basis waives any other rights of indemnification,
contribution or recourse it may have against or from Aera with respect to
the condition of the Property, including, without limitation, the
environmental condition of the Property and damage to natural resources
associated with the Property; (v) ▇▇▇▇▇ shall further acknowledge that it
has received from Aera prior to Closing a written notice pursuant to
section 25359.7(a) of the California Health and Safety Code and
that a copy of such written notice is attached hereto as Schedule "9(b)"; and
(vi) ▇▇▇▇▇ shall further acknowledge that it has had the full opportunity to
review and is aware of the matters with respect to the Property which are
identified in Schedule "9(c)" attached hereto.
10. INDEPENDENT EVALUATION. ▇▇▇▇▇ has made an independent
evaluation of the Property and acknowledges that Aera has made no
statements or representations concerning the present or future value of the
anticipated income, costs, or profits, if any, to be derived from the Property
or the quantity and quality of any oil and gas or other minerals that may be
produced from the Property and THAT AERA DOES NOT IMPLIEDLY OR
EXPRESSLY WARRANT DESCRIPTION, TITLE, VALUE, QUALITY,
PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY),
MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE
PROPERTIES OR THE ▇▇▇▇▇, EQUIPMENT, PIPELINES FACILITIES, OR
OTHER PROPERTY LOCATED THEREON OR USED IN CONNECTION THEREWITH.
▇▇▇▇▇ further acknowledges that, in entering into this
Agreement, it has relied solely upon its independent examination of the
Property and public records relating to the Property and its independent
estimates, computations, evaluations, reports and studies based thereon. All
information and data furnished to ▇▇▇▇▇ by ▇▇▇▇ is believed to be accurate and
correct to the best of Aera's knowledge without investigation; however, Aera
makes no warranty or representation as to the accuracy or correctness of any
information furnished to ▇▇▇▇▇. Any reliance ▇▇▇▇▇ makes on such information
is at ▇▇▇▇▇'▇ sole risk. ▇▇▇▇▇ acknowledges that it is aware that accounting
reports, files and records made available to ▇▇▇▇▇ during the Review Period
specified in section 9 hereof or otherwise furnished to or made available to
▇▇▇▇▇ for review may not incorporate all revenue and cost data up to and
through the date of the accounting reports, files, records or information
provided, and further inquiry by ▇▇▇▇▇ may be required to obtain such revenue
and cost data.
11. CONSENTS; PREFERENTIAL RIGHTS. In the event any of the interests
to be conveyed or transferred to ▇▇▇▇▇ as part of the Property (i) are
burdened with a preferential right in a third person to purchase such
interest or (ii) require the consent of a third party to assign ▇▇▇▇'s
interest, then the conveyance or transfer of the interest subject to such
preference or consent shall be conditioned upon ▇▇▇▇'s obtaining the
necessary waiver or consent and this Agreement shall not constitute an
assignment or attempted assignment thereof without such consent or waiver.
Provided, however, if such requirement for Third-Party consent is subject to
an express or implied provision to the effect that such consent may not be
unreasonably withheld and Aera, in its sole discretion, determines that such
consent is being unreasonably withheld, Aera may, at its risk, assign such
interest to ▇▇▇▇▇. Except for any liability of Aera to a Third Party with
respect to an assignment pursuant to the preceding sentence, Aera shall not
be liable to ▇▇▇▇▇ by reason of any inability or failure to obtain any such
waiver of preferential rights or consent to assignment. In the event a Third
Party elects to exercise its preferential right to purchase, then ▇▇▇▇▇ shall
at the request of Aera nominate a value to each interest burdened by the
preferential right to purchase, and if such value is agreeable to Aera, it
shall become the price to such Third Party. If Aera is unable to obtain a
required waiver or consent, or determines that such consent has been
unreasonably withheld but elects not to assign the interest, such failure to
obtain the waiver or consent, or to assign the interest where consent is
unreasonably withheld, shall be considered a significant title defect subject
to the provisions of subsection 12(b) hereof unless waived in writing by
▇▇▇▇▇; provided, however, that the prior termination or lapse of or a
requirement that any license, permit, right-of-way, pipeline franchise or
easement affecting any interests in or other portions of the Property is non-
transferable, must be renegotiated or is subject to consent upon a transfer of
ownership shall not constitute a significant title defect under this Agreement.
12. TITLE.
(a) Title Examination. ▇▇▇▇▇ assumes the risk of description and title
to the Property and agrees to satisfy itself with respect thereto. Aera has
made available to ▇▇▇▇▇ for examination by ▇▇▇▇▇ such title information and
abstract coverage as may have been available in Aera's land and contract
files located in Bakersfield, California. During the period commencing on
the date of this Agreement and ending no later than one (1) day before the
Closing Date (the "Title Examination Period"), ▇▇▇▇▇ shall have the continued
right to examine, at Aera's offices in Bakersfield, California, during normal
working hours, all division order and land files and records which relate to
the Property. In addition, Aera shall make available to ▇▇▇▇▇ for examination
such title information with respect to the Property which is in Aera's files
or Western Midway Company's ("Western") former files related to the Property
which are now Aera's.
(b) Significant Title Defect.
(1) As used in this Agreement, the term "significant title defect" shall
include (i) any defect which results in a loss of title in Aera such that
Aera's net revenue interest in the Property is substantially reduced or
Aera's right to use such interest as an owner, lessee, licensee or permittee
is extinguished or severely restricted, or (ii) the inability of Aera to
obtain the waiver of a preferential right or consent to assignment of an
interest included in the Property or the election of Aera not to assign such
interest when ▇▇▇▇ believes consent is being unreasonably withheld as
specified in section 11 above. ▇▇▇▇▇ shall give Aera written notice of such
significant title defect at least (one) (1) day before the Closing Date,
together with full particulars relating thereto. ▇▇▇▇▇ shall be deemed to
have waived all significant title defects and any other defect of which ▇▇▇▇
has not been given written notice at least one (1) day before the Closing
Date.
(2) Interests which have significant title defects shall be excluded
from the Property and the Purchase Price shall be reduced by an amount agreed
upon by Aera and ▇▇▇▇▇ to account for such interest unless: (i) prior to
Closing, the basis for the significant title defect has been removed
(provided, however, Aera shall have no obligation to obtain such removal),
(ii) ▇▇▇▇▇ agrees to accept the interest "as is," (iii) ▇▇▇▇▇ agrees to
acquire the Property, including the interest, with an appropriate and
mutually agreed upon reduction in the Purchase Price, or (iv) ▇▇▇▇ agrees to
indemnify ▇▇▇▇▇ against all losses, costs, expenses and liabilities with
respect to such significant title defect. If no agreed upon reduction in
Purchase Price has been reached and no agreement can otherwise be reached as
to the disposition of an interest burdened by a significant title defect,
either Party may give written notice to the other Party to terminate this
Agreement and upon the giving of such notice, neither Party shall have any
further rights or obligations hereunder, except for ▇▇▇▇▇'▇ obligations and
▇▇▇▇'s rights under the Confidentiality Agreement and the Indemnification
Agreement.
(c) Personal Property Inventory List. If ▇▇▇▇▇ prepares an inventory
list of the personal property being conveyed or transferred hereunder, such
inventory list, if approved by ▇▇▇▇, shall be controlling with respect to the
personal property listed therein and shall be attached to any Bill of Sale or
other document of conveyance utilized to transfer the personal property from
Aera to ▇▇▇▇▇ under this Agreement. If ▇▇▇▇▇ does not prepare such an
inventory list, then, at Aera's sole election, the controlling inventory list
of personal property to be conveyed hereunder for the purposes of any Bill of
Sale or other document of conveyance or transfer may be prepared by Aera
based upon the most reliable information available to it, or the Bill of Sale
or other document of conveyance or transfer may omit an inventory list and
recite generally the sale, transfer and conveyance of all of Aera's right,
title and interest in all specified categories of personal property located
on or associated with the real property and lands subject to the interests
in real property included in the Property.
13. REPRESENTATIONS OF AERA. ▇▇▇▇ represents to ▇▇▇▇▇, each of
which representations shall survive Closing, that as of the date of the
Agreement and as of Closing:
(a) Due Organization. Aera is a limited liability company duly
organized, validly existing, and in good standing under the laws of the
state of California.
(b) Company Power. Aera has all requisite company power and
authority to carry on its business as presently conducted, to enter into the
Agreement, and, subject to the provisions of section 25 below, to perform its
obligations under the Agreement. The consummation of the transactions
contemplated by the Agreement will not violate, nor be in conflict with,
(i) any provision of its charter or bylaws or (ii) any agreement or
instrument to which it is a party or is bound (except for preferential rights
to purchase and required Third Party consents to assignment, if any).
(c) Duly Executed. The Agreement has been duly executed and
delivered on behalf of Aera, and at Closing, (if the condition of section 25
below has been satisfied) all documents and instruments required hereunder
to be executed and delivered by it shall have been duly executed and
delivered.
(d) No Litigation. There are no pending or, to the best of ▇▇▇▇'s
knowledge, threatened claims, legal actions, lawsuits, administrative
proceedings, or governmental investigations or inquiries involving the Property
or Aera's right to consummate the sale contemplated hereunder except those
claims, legal actions, lawsuits, administrative proceedings, and governmental
investigations and inquiries that ▇▇▇▇ has disclosed to ▇▇▇▇▇ in writing as
shown in attached Schedule "13(d)."
14. REPRESENTATIONS OF ▇▇▇▇▇. ▇▇▇▇▇ represents to Aera, each
of which representations shall survive Closing, that as of the date of the
Agreement and as of Closing:
(a) Due Organization. ▇▇▇▇▇ is a corporation duly organized, validly
existing, and in good standing under the laws of the state of its incorporation
and is duly qualified to do business in California.
(b) Corporate Power. ▇▇▇▇▇ has all requisite corporate power and
authority to carry on its business as presently conducted, to enter into the
Agreement, to purchase or exchange the Property on the terms described in
the Agreement and to perform its other obligations under the Agreement. The
consummation of the transactions contemplated by the Agreement will not
violate, nor be in conflict with, (i) any provision of its charter or bylaws,
formation and governing documents, or (ii) any agreement or instrument to
which it is a party or is bound.
(c) Duly Executed. The Agreement has been duly executed and
delivered on behalf of ▇▇▇▇▇, and at Closing, all documents and instruments
required hereunder to be executed and delivered by it shall have been duly
executed and delivered and the transactions contemplated hereby shall have
been duly and validly authorized by all requisite corporate action.
(d) No Litigation. There are no pending or, to the best of ▇▇▇▇▇'▇
knowledge, threatened claims, legal actions, lawsuits, administrative
proceedings, or governmental investigations or inquiries involving ▇▇▇▇▇'▇
right to consummate the sale contemplated hereunder except those claims, legal
actions, lawsuits, administrative proceedings, and governmental investigations
and inquiries that ▇▇▇▇▇ has disclosed to Aera in writing as shown in attached
Schedule "14(d)."
15. AERA'S CONDITIONS. The obligations of Aera to be performed at
Closing are subject to the satisfaction at or prior to Closing of the
following conditions, any of which may be waived by Aera, and the condition
specified in section 25:
(a) Representations True. All representations of ▇▇▇▇▇ contained in
this Agreement shall be true in all material respects at and as of Closing
as if such representations were made at and as of Closing, and ▇▇▇▇▇ shall have
performed and satisfied in all material respects all obligations required by
this Agreement to be performed and satisfied by it at or prior to Closing.
(b) No Pending Suits. No suit or other proceeding shall be pending or
threatened before any court or governmental agency seeking to restrain,
prohibit or declare illegal, or seeking substantial damages in connection with,
the contemplated purchase.
(c) No Act of Termination. Aera shall not have exercised any rights it
may have hereunder to terminate this Agreement.
(d) Written Evidence of Bond. ▇▇▇▇▇ shall have provided written
evidence, satisfactory to Aera, that ▇▇▇▇▇ has obtained the bonds required by
the California Department of Conservation, Division of Oil, Gas and
Geothermal Resources as specified in subsection 19(a), and has otherwise
satisfied all federal, state and local statutory and regulatory requirements
with respect to transfer of the Property.
(e) H-S-R. All applicable waiting periods shall have expired under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act or early termination of such
waiting periods shall have been granted by the appropriate governmental
authorities.
16. ▇▇▇▇▇'▇ CONDITIONS. The obligations of ▇▇▇▇▇ to be performed
at Closing are subject to the satisfaction at or prior to Closing of the
following conditions, any of which may be waived by ▇▇▇▇▇:
(a) Representations True. All representations of Aera contained in this
Agreement shall be true in all material respects at and as of Closing as if
such representations were made at and as of Closing, and Aera shall have
performed and satisfied in all material respects all agreements required by
this Agreement to be performed and satisfied by it at or prior to the Closing.
(b) No Pending Suits. No suit or other proceeding shall be pending or
threatened before any court or governmental agency seeking to restrain,
prohibit or declare illegal, or seeking substantial damages in connection with,
the contemplated purchase.
(c) No Act of Termination. ▇▇▇▇▇ shall not have exercised any rights it
may have hereunder to terminate this Agreement.
(d) H-S-R. All applicable waiting periods shall have expired under the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act or early termination of such
waiting periods shall have been granted by the appropriate governmental
authorities.
17. OPERATIONS AND PRODUCTION AFTER THE EFFECTIVE DATE.
(a) Operations Between the Effective Date and Closing. As Closing may
occur subsequent to the Effective Date, Aera will in such event continue to
operate the Property, or cause the Property to be operated, as appropriate, at
▇▇▇▇▇'▇ sole risk and for the account of ▇▇▇▇▇ until Closing. Upon Closing,
▇▇▇▇▇ shall assume the risk of any change in the condition of the Property from
the Effective Date to the Closing Date, except to the extent any change in the
condition is attributable to the gross negligence or willful misconduct of
Aera, and notwithstanding the foregoing, except as may be otherwise provided in
section 20.
(b) Expenses. Subject to the provisions of section 20, Aera shall be
responsible for payment of all Expenses (as defined below) related to the
Property prior to the Effective Date. ▇▇▇▇▇ shall be responsible for the
payment of all Expenses related to the Property, and for the cost and
expenses resulting from the assumption of the obligations and implied
covenants as specified in section 19 incurred or accrued from and after the
Effective Date. "Expenses" as used in this Section shall mean any expenses
incurred or accrued in connection with the operation, use, protection,
maintenance or ownership of the Property including, without limitation,
expenses for or related to all lease rentals, shut-in royalties, minimum
royalties, payments in lieu of production, production royalties (including
royalties paid in kind), overriding royalties, production payments, net profits
payments, contractual payments, operating costs, overhead charges (at the
then current charge rate Aera would charge as an operator in operating
agreements), expenses, fees, vendor and contractor invoices, ▇▇▇▇▇▇▇▇, taxes,
charges (including, without limitation, any charges for overhead provided for
in any operating agreements related to the Property at the rates specified in
such agreements), rental payments, franchise fees, permits and license fees,
assessments and other indebtedness and obligations due, payable, incurred,
accrued or attributable to the ownership, operation, use, protection or
maintenance of or otherwise relating to or associated with the Property.
(c) Allocation of Production and Proceeds. All production from oil
and/or gas ▇▇▇▇▇, and all proceeds from the sale thereof, including, without
limitation, proceeds from any imbalance and oil in storage above the pipeline
connection, and take-or-pay collections/rights and accounts receivable
attributable to production prior to the Effective Date and all other
monetary payments (including, without limitation, proceeds from the sale of
mineral production, credits, tax refunds, insurance proceeds, salvage
payments and reimbursement of joint operating costs and expenses)
attributable to the ownership, use or operation of the Property prior to the
Effective Date shall be the property of ▇▇▇▇. All such production proceeds,
and other monetary payments attributable to production on and after the
Effective Date shall be the property of ▇▇▇▇▇.
(d) Interim Accounting, Payment and Collection Services. From the
Effective Date until Closing, Aera shall, for the account of and at the sole
cost to ▇▇▇▇▇ of One Hundred and No Hundredths Dollars ($100.00) per day,
provide all necessary and appropriate financial accounting services for the
Property and all related operations and administration of the Property in the
same manner and to the same extent provided by Aera prior to the Effective
Date, taking into account and acting consistent with the provisions of
subsections 17(b) and 17(c) above. Aera shall, for the account of and at the
sole cost to ▇▇▇▇▇, pay all Expenses [as provided in subsection 17(b)] which
are the obligation of ▇▇▇▇▇ and collect all proceeds and other monetary
payments which are allocated to ▇▇▇▇▇ [as provided in subsection 17(c)].
(e) Post-Closing Settlement. Within one hundred twenty (120) days after
Closing, Aera and ▇▇▇▇▇ shall make a final post-Closing settlement to account
for all production proceeds and other monetary payments collected for ▇▇▇▇▇'▇
account by Aera and all Expenses, other costs and expenses and taxes paid
for ▇▇▇▇▇'▇ account by Aera pursuant to this section 17 and any prorations as
of the Effective Date. In addition, Aera shall credit ▇▇▇▇▇ with Eighty-one
Thousand Four Hundred Thirty and No Hundredths Dollars ($81,430.00) for
the suspense items obligation which ▇▇▇▇▇ has assumed under subsection
19(b). ▇▇▇▇ and ▇▇▇▇▇ agree to promptly remit any sum determined from such
post-closing settlement to be owed to the other.
(f) Audit. Within one (1) year of the Closing, either Party may at its
own expense audit the other Party's books, accounts and records relating to
production proceeds, other monetary payments, Expenses, other costs and
expenses and taxes paid or received which may have been adjusted on
account of this transaction. Such audit shall be conducted so as to cause a
minimum of inconvenience to the audited Party. It is expressly agreed that, if
▇▇▇▇▇ shall request any type of audited financial records, ▇▇▇▇▇ shall enter
into an agreement for the provision of such records with an accounting firm
approved by Aera, and ▇▇▇▇▇ shall be solely responsible for the cost of
obtaining such financial records.
(g) No Application to Income Taxes. All references in sections 17 and
18 to taxes and tax refunds shall not apply to income and franchise taxes and
income and franchise tax refunds.
18. TAXES, COSTS AND FEES.
(a) Taxes. ▇▇▇▇▇ shall be responsible for the economic benefit, burden
and payment of all taxes relating to the Property prorated from and after the
Effective Date. Aera shall be responsible for the economic benefit, burden
and payment of all taxes relating to the Property prorated prior to the
Effective Date, including, but not limited to, the Los Angeles County Tax
Assessor's Appeal as shown on Schedule "13(d)." ▇▇▇▇▇ shall pay to Aera at
Closing, in addition to and separate from the Purchase Price, an amount equal
to all state and local taxes payable by Aera on the transfer of ownership of
any tangible personal property calculated at the then-current rates. ▇▇▇▇▇
shall indemnify, defend and hold Aera harmless from any liability, including
without limitation, penalties, interest and attorney's fees, arising out of
▇▇▇▇▇'▇ failure to pay to Aera at Closing, in addition to and separate from
the Purchase Price, the amount equal to all state and local taxes payable by
Aera on the transfer of ownership of any tangible personal property. ▇▇▇▇▇
shall pay all costs associated with documentary transfer taxes, other
transfer taxes and any recording costs assessed by any federal, state, county
or other governmental offices or other transfer fees, and shall indemnify,
defend and hold Aera harmless for such transfer taxes, costs and fees. In
the event that the interests transferred under this Agreement are exempt from
such taxes, at Closing ▇▇▇▇▇ shall provide Aera with properly executed
exemption certificates or other documentation deemed acceptable under
applicable law.
(b) No Brokers. Each Party shall pay and indemnify and hold the other
Party harmless from any commission or brokerage fee it has incurred in
connection with this transaction.
19. OPERATIONS BY ▇▇▇▇▇.
(a) Compliance with Laws. ▇▇▇▇▇ shall comply with all applicable laws,
ordinances, rules and regulations, orders, terms of permits and authorizations
of any governmental body which may have jurisdiction with respect to the
Property to be transferred hereunder (including, without limitation, the filing
with such governmental bodies of any and all compliance reports, notices, or
other compliance documents which are due after the Closing Date regardless
of the period covered by such reports, notices or documents) and shall
promptly obtain and maintain all permits and bonds required by public
authorities in connection with the Property including, without limitation, the
bond required by California Public Resources Code, Section 3202 for ▇▇▇▇▇
which have not produced oil or gas or have not been used as injectors, for a
period of five (5) years prior to Closing. ▇▇▇▇▇, or its designated operator,
shall, at or prior to Closing, provide to Aera written evidence, satisfactory
to Aera, that ▇▇▇▇▇ has obtained all required bonds sufficient to assume
complete operatorship duties required by the California Department of
Conservation, Division of Oil, Gas, and Geothermal Resources, and has
otherwise satisfied all federal, state and local statutory and regulatory
requirements with respect to transfer of the Property as specified in the
California Resources Code, as amended, and any regulations promulgated in
accordance therewith including, without limitation, those bonds specified in
Sections 3204 and 3205 of such Code. Further to this obligation, Aera and
▇▇▇▇▇ shall sign (or ▇▇▇▇▇ shall cause the entity which is to assume
operation to sign), prior to Closing, a notice or notices in the form
attached hereto as Schedule "19(a)" and within the time prescribed by the
California Department of Conservation, Division of Oil, Gas and Geothermal
Resources, as required by California Resources Code, Sections 3201 and 3202,
giving notice of the transfer from Aera to ▇▇▇▇▇ of each well, including
each idle well, currently or formerly operated by Aera or its predecessors
which is to be transferred under this Agreement. The signed form shall
designate ▇▇▇▇▇ or its designated operator as the current operator of
each such well.
(b) Assumption of Obligations. Upon Closing, ▇▇▇▇▇ shall assume, as of
the Effective Date, and agree to perform, at ▇▇▇▇▇'▇ sole cost and expense, (i)
all obligations and implied covenants of Aera relating to the Property (whether
such obligations and covenants are to a lessor, a governmental body or any
other person or entity), including, but not limited to, (1) any obligations
arising in respect to the plugging and abandonment of all existing ▇▇▇▇▇
(whether or not such ▇▇▇▇▇ are active, inactive idle, or have been previously
abandoned as of the Effective Date), (2) any obligations to file or submit
compliance reports, notices and documents required by governmental bodies,
(3) the removal of related oil and gas equipment including, without
limitation, pipelines, sumps, foundations, and other facilities, whether the
existence of same is known or unknown to the Parties at Closing, and (4) the
complete and lawful restoration and reclamation of the lands used in
connection with such ▇▇▇▇▇ and related equipment, pipelines, sumps and other
facilities in compliance with all federal, state and local laws, rules and
regulations, including, without limitation, all requirements of the California
Department of Conservation, Division of Oil, Gas and Geothermal Resources,
with respect to such plugging and abandonment, removal and restoration and
reclamation of associated lands, (ii) all obligations under licenses, permits,
franchises, easements, and rights-of-way associated with or included in the
Property, (iii) any obligations with respect to the reabandonment of
previously abandoned ▇▇▇▇▇ on lands included in the Property, (iv) any
obligations with respect to Deserted ▇▇▇▇▇ as defined in California Public
Resources Code, Section 3237, and (v) remediation and clean-up with respect
to those matters identified on Schedule "9(c)" attached hereto. This
assumption of obligations and liabilities by ▇▇▇▇▇ shall include Aera's
obligations and liabilities with respect to net proceeds from production
attributable to interests in the Property as currently held in
suspense because of a lack of identity or address of owners, title questions,
change of ownership or similar reasons as identified on Schedule "19(b)"
attached hereto. As set forth in section 20, ▇▇▇▇▇ shall defend, indemnify and
hold Aera harmless with respect to the performance or failure to perform of
▇▇▇▇▇'▇ obligations under this section 19.
20. INDEMNIFICATION. Capitalized terms used in this section 20 which
are not defined elsewhere in this Agreement are defined in subsection 20(c)
below.
(a) General Indemnity by ▇▇▇▇▇. To the fullest extent permitted by law,
but no further, ▇▇▇▇▇ shall indemnify and hold harmless Aera, its Affiliates
and their officers, directors, employees and agents, from any and all Claims
for which a Claim Notice is delivered to ▇▇▇▇▇ and provided such Claims
directly or indirectly arise or result from or are caused by the use,
operation, maintenance, occupation, ownership, plugging or abandonment of the
Property or contamination of the Property with naturally-occurring radioactive
materials either before or after the Effective Date even though such Claims
may have been contributed to or caused by the negligence or fault of Aera
occurring prior to Closing [except for (i) Environmental Claims or
Environmental Cleanup Liability as provided for in subsection 20(b) below; and
(ii) any such Claims caused by the willful misconduct or gross negligence of
Aera]. ▇▇▇▇▇ further covenants and agrees to defend any suits brought against
Aera, its affiliates or their respective officers, directors, employees and
agents, on account of any such Claims indemnified hereunder and to pay or
discharge the full amount or obligation of such Claims incurred by, accruing
to or imposed on Aera, its Affiliates or their respective officers, directors,
employees or agents resulting from any such suit or suits. In addition,
▇▇▇▇▇ shall pay to Aera, its Affiliates or their respective officers,
directors, employees or agents, as applicable, all reasonable attorneys fees
incurred by Aera, its Affiliates or their respective officers, directors,
employees or agents, as applicable, in enforcing ▇▇▇▇▇'▇ indemnity in this
subsection 20(a).
(b) Environmental Indemnity by ▇▇▇▇▇. To the fullest extent permitted
by law, but no further, ▇▇▇▇▇ shall indemnify and hold harmless Aera, its
Affiliates and their respective officers, employees, and agents, from and
against any and all Environmental Claims or Environmental Cleanup Liability
for which a Claim Notice is delivered to ▇▇▇▇▇ and which Arises directly or
indirectly from the use, operation, maintenance, occupation, ownership or
abandonment of the Property either before or after the Effective Date with
respect to any Environmental Claim or Environmental Cleanup Liability
initially made against or sought to be imposed upon Aera, its Affiliates or
their respective officers, directors, employees and agents, even though
caused, or contributed to, by the negligence or fault of Aera, except for any
such Environmental Claims or Environmental Cleanup Liability caused by the
willful misconduct or gross negligence of Aera or as a result of the past
(prior to the Effective Date) disposal of Chemical Substances offsite from
the Property. ▇▇▇▇▇ further covenants and agrees to defend any suits or
administrative proceedings brought against Aera, its Affiliates and their
respective officers, directors, employees and agents on account of any such
Environmental Claims or Environmental Cleanup Liability and to pay or
discharge the full amount or obligation of such Environmental Claims or
Environmental Cleanup Liability incurred by, accruing to or imposed on Aera,
its Affiliates, or their respective officers, directors, employees or agents,
as applicable, resulting from any such suit or suits or any amounts resulting
from the settlement or resolution of such suit or suits or administrative
proceedings. In addition, ▇▇▇▇▇ shall pay to Aera, its Affiliates, or their
respective officers, directors, employees or agents, as applicable, all
reasonable attorneys' fees incurred by Aera, its Affiliates, or
their respective officers, directors, employees or agents, as applicable, in
enforcing ▇▇▇▇▇'▇ indemnity in this subsection 20(b).
(c) Definitions. For purposes of this Agreement:
(1) "Affiliate" shall mean a Party's "Parent Company" and "Affiliated
Companies." "Parent Company," "Affiliated Companies" and "Controlling
Interest" shall have the following meanings:
(i) A Party's "Parent Company" shall mean an entity having a
"Controlling Interest" in such Party;
(ii) A Party's "Affiliated Companies" shall mean any and all entities in
which the Party or the Parent Company of such Party has a direct or indirect
"Controlling Interest;" and
(iii) "Controlling Interest" shall mean: (1) a legal or beneficial
ownership of fifty percent (50%) or more of the voting stock or other voting
rights in an entity; or (2) a member company of a limited liability company.
(2) "Arises." An Environmental Claim or Environmental Cleanup Liability
shall be deemed to Arise upon (i) each discrete, operationally-related Release
of Chemical Substance, as measured on a daily basis, or (ii) each discrete,
operationally-related occurrence of pollution, contamination or migration, as
measured on a daily basis.
(3) "Chemical Substances" shall mean any chemical substance, including,
but not limited to, any sort of pollutants, contaminants, chemicals, raw
materials, intermediates, products, industrial, solid, toxic or hazardous
substances, materials, wastes, or petroleum products, including crude oil or
any component thereof.
(4) "Claims" shall mean any and all claims, demands, loss, liability,
liens, demands, judgments, settlements, suits, causes of action, fines,
penalties, compliances, costs, and any costs, expenses and fees associated
with the investigation, defense and resolution of the foregoing, including
without limitation, reasonable attorney's fees. Claims may be based on any
theory of tort, contract, strict liability, statutory liability (including,
without limitation, fines, penalties, obligations or requirements) or any
other basis for liability and shall include, without limitation, any Claims
arising, occurring or resulting from, related to or based on the injury,
disease, or death of any persons (including, without limitation, the
Indemnifying Party's employees, agents and representatives) or damage to,
loss or destruction of any property, real or personal (including, without
limitation, the Indemnifying Party's property).
(5) "Claim Notice" shall mean a notice delivered to either Party, in
writing, that the other Party has received a claim or demand from a Third
Party or been served with process by or on behalf of a Third Party asserting
Claims, Environmental Claims or Environmental Cleanup Liability which is
indemnified hereunder.
(6) "Environmental Claim" shall mean any claim, demand, action, suit or
proceeding for the injury, disease or death of any person (including, without
limitation, the Indemnifying Party's employees, agents and representatives),
property damage, damage to the environment, or damage to natural resources
made, asserted or prosecuted by or on behalf of any Third Party (whether
based on negligent acts or omissions, statutory liability, or strict liability
without fault or otherwise) arising or alleged to arise under any Environmental
Law. Environmental Claim includes any damages, settlement amounts, fines and
penalties assessed or costs of complying with any orders or decrees of courts,
administrative tribunals or other governmental entities (other than such
compliance costs related to Environmental Cleanup Liability) associated with
resolving such claims, demands, actions, suits or proceedings and any costs,
expenses and fees, including, without limitation, reasonable attorney's fees
incurred in the investigation, defense and resolution of such claims, demands,
actions, suits and proceedings.
(7) "Environmental Cleanup Liability" shall mean any cost or expense of
any nature whatsoever incurred (in order to comply with the provisions of any
Environmental Law or the provisions of any order or decree of any court or
administrative or regulatory tribunal or agency enforcing any Environmental
Law) to contain, remove, remedy, respond to, clean up, or ▇▇▇▇▇ any Release
of Chemical Substances or other contamination or pollution of the air, surface
water, groundwater, land surface or subsurface strata related to the operation,
use, maintenance and ownership of the Property, whether such Release,
contamination or pollution is located on, within, under or above real property
included in the Property ("on site") or is located off site, including, but not
limited to, any Release of Chemical Substances or other contamination or
pollution arising out of or resulting from the manufacture, generation,
formulation, processing, labeling, distribution, introduction into commerce, or
on site or off site use, treatment, handling, storage, disposal, or
transportation of any Chemical Substances. Environmental Cleanup Liability
includes, without limitation, any judgments, damages, settlements, costs or
expenses (including, without limitation, reasonable attorneys', consultants'
and experts' fees and expenses) incurred with respect to (i) any
investigation, study, assessment, legal representation, cost recovery by a
governmental agency or Third Party, or monitoring or testing in connection
therewith, (ii) the Property as a result of actions or measures necessary to
implement or effectuate any such containment, removal, remediation, response,
cleanup or abatement, and (iii) the resolution of such liabilities.
(8) "Environmental Law" means any statutes, rules, regulations,
controlling judicial decisions or legal requirements relating to or
regulating the pollution, protection or cleanup of the environment or damage
to or remediation of damage to real property and natural resources (including,
but not limited to, ambient air, surface water, groundwater, and land surface
or subsurface strata) including, without limitation, legal requirements
contained in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended (CERCLA);
the Resources Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901,
et seq., as amended (RCRA); the Superfund Amendments and Reauthorization Act
of 1986, Pub. L. 99-499, as amended (▇▇▇▇); the Clean Air Act, 42 U.S.C.
Section 7401, et seq., as amended; Federal Water Pollution Control Act, 33
U.S.C. Section 2601 et seq., as amended; National Environmental Policy Act,
42 U.S.C. Section 4321, et seq., as amended (NEPA); and the Safe Drinking
Water Act, 42 U.S.C., Section 300 ▇-▇, et seq., as amended; and/or any other
federal, state or local laws, statutes, ordinances, rules, regulations or
orders (including decisions of any court or administrative body) relating to
the pollution, protection or cleanup of the environment as specified above.
Environmental Law shall also mean the Toxic Substance Control Act, 25 U.S.C.
Section 1502, et seq., as amended (TOSCA) and/or any other federal, state
(including, without limitation, laws with respect to trespass, nuisance and
other torts or similar legal theories which may be applied to establish
liability or responsibility for Environmental Cleanup or Environmental
Claims) or local laws, statutes, ordinances, rules, regulations or orders
(including decisions of any court or administrative body) relating to (i)
release, containment, removal, remediation, response, cleanup or abatement
of any sort of Chemical Substance, (ii) the manufacture, generation,
formulation, processing, labeling, distribution, introduction into commerce,
use, treatment, handling, storage, disposal or transportation of any Chemical
Substance, (iii) exposure of persons, including employees of ▇▇▇▇▇, to any
Chemical Substance and other occupational safety or health matters, or (iv)
the physical structure or condition of a building, facility, fixture or other
structure, including, without limitation, those relating to the management,
use, storage, disposal, cleanup or removal of asbestos, asbestos-containing
materials, polychlorinated biphenyls or any other Chemical Substance.
(9) "Release" shall mean any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, escaping, leaching, dumping or disposing of
any Chemical Substance into the environment (including, but not limited to,
the ambient air, surface water, groundwater and land surface or subsurface
strata) of any kind whatsoever (including also the abandonment or discarding
of barrels, containers, tanks or other receptacles containing or previously
containing any Chemical Substance).
(10) "Third Party" shall mean any person (other than a Party or its
Affiliates) including, without limitation, any such natural person, business
entity (corporation, partnership, trust, sole proprietorship or other
business entity), any federal, state or local governmental entity, agency or
administrative body, employee of ▇▇▇▇▇ or of Aera, former employee of ▇▇▇▇▇
or of Aera, or their respective legal representatives, heirs, beneficiaries
or estates.
(d) Indemnified Party's Participation. Any indemnified Party shall have
the right at all times, if it so elects and without relieving the indemnifying
Party of its obligations to defend hereunder, to participate in the
preparation for and conducting of any hearing or trial related to these
indemnification provisions, as well as the right to appear on its own behalf
at any such hearing or trial. Any such participation or appearance by an
indemnified Party shall be at its sole cost and expense.
An indemnified Party shall not execute a consent order nor accept any
settlement regarding an indemnified matter without the indemnifying Party's
prior written approval. The indemnified Party shall cooperate fully with the
indemnifying Party in the defense of any matter hereunder by the indemnifying
Party and shall take those actions reasonably, within its power to take which
are reasonably necessary to preserve any legal defenses to indemnified
matters hereunder until the indemnifying Party has assumed the defense of
the matter.
(e) Aera to Cooperate with ▇▇▇▇▇ regarding Obtaining Certain Rights from
Mobil. The Parties acknowledge that under the transaction [documented by
that certain Contribution Agreement dated October 31, 1998, whereby ▇▇▇▇▇
contributed the Property to Aera ("Contribution Agreement")] Aera was given
certain environmental indemnity rights whereby Mobil would indemnify Aera
with respect to certain environmental claims regarding the Property. Should
▇▇▇▇▇ discover and notify Aera in writing prior to September 30, 2000, of any
Environmental Liability or Liabilities (as defined by the Contribution
Agreement) related to the Property equal to or exceeding a liability amount of
One Million and No Hundredths Dollars ($1,000,000.00), then Aera will notify
Mobil of such Environmental Liability or Liabilities as provided by Section
18.03 of the Contribution Agreement. ▇▇▇▇ agrees to cooperate with ▇▇▇▇▇ in
attempting to obtain for ▇▇▇▇▇ those same environmental indemnity rights given
to Aera by Mobil under Article 18 of the Contribution Agreement, including
requesting ▇▇▇▇▇'s consent to ▇▇▇▇'s assignment to ▇▇▇▇▇ of those
environmental indemnity rights as to any Environmental Liability or Liabilities
which ▇▇▇▇▇ has discovered and provided notice of to Aera under this
subsection. However, ▇▇▇▇'s sole obligation under this subsection of this
Agreement is to cooperate with ▇▇▇▇▇ in ▇▇▇▇▇'▇ attempts to obtain those rights
from Mobil, and if ▇▇▇▇▇ fails to obtain such rights from Mobil, Aera will in
no way be liable to ▇▇▇▇▇ in any form or fashion. ▇▇▇▇▇ acknowledges that this
provision is in no way a representation or warranty by Aera or Mobil that the
rights exist or that ▇▇▇▇▇ will receive such rights from Mobil. ▇▇▇▇▇
acknowledges that it is in ▇▇▇▇▇'s sole discretion to grant any such rights to
▇▇▇▇▇. It is expressly agreed that the transaction contemplated by this
Agreement is in no way conditioned upon ▇▇▇▇▇ receiving such environmental
indemnity rights from Mobil, and that this provision in no way affects ▇▇▇▇▇'▇
indemnity obligations to Aera under this Article 20 of this Agreement
21. EXISTING CONTRACTS.
(a) Assumption of Contracts. The sale contemplated hereunder
shall be made subject to any and all existing operating agreements, unit
agreements, gas balancing agreements, gas processing agreements, and that
certain Crude Oil Purchase and Sale Agreement between Texaco Trading and
Transportation, Inc. and Arco Oil and Gas Company dated March 27, 1992
(which agreement may be assigned by Mobil to ▇▇▇▇▇ and which is listed on
page 18 of Exhibit "A" hereto), as well as any and all other agreements,
permits, franchises, leases, licenses, easements and rights-of-way including,
without limitation, overage/shortage agreements and exchange agreements to
which the Property is subject. To the extent such agreements may be
assigned and delegated, ▇▇▇▇▇ shall assume and be responsible for all
obligations of Aera accruing under such agreements. If such agreements may
not be assigned or delegated, Aera may, at its sole discretion and upon the
consent of ▇▇▇▇▇, perform such agreements on behalf of ▇▇▇▇▇ and ▇▇▇▇▇ shall
promptly, upon notice, reimburse Aera for its respective costs, expenses and
obligations incurred in performing such agreements.
(b) Gas Imbalances. ▇▇▇▇▇ shall accept all gas and oil imbalances that
exist on the Property as of the Effective Date and shall assume all
responsibility to settle with other interest owners for any over or short gas
or oil imbalances that exist on the Property. If the gas or oil imbalance on a
particular Property interest is a net liability, ▇▇▇▇▇ shall indemnify Aera for
that net liability. With regard to the Post-Closing Settlement
[Article 17(e)], any gas and oil imbalances that exist on the Property as of
the Effective Date, which are a result of operations occurring prior to the
Effective Date, will be the financial responsibility of Aera and will be
reflected as an adjustment in the post-Closing settlement if not previously
settled. Any gas and oil imbalances that exist on the Property as of the
Effective Date, which are a result of operations occurring on or after the
Effective Date, will be the financial responsibility of ▇▇▇▇▇ and will be
reflected as an adjustment in the post-Closing settlement if not previously
settled.
22. NOTICES. All notices and communications required or permitted
under this Agreement shall be in writing, delivered to or sent by U. S. Mail or
nationally recognized commercial courier service, postage or delivery charges
prepaid, or by telecopy, addressed as follows (or such other address as may
be specified by ten (10) days prior written notice to the other Party):
Aera
Aera Energy LLC
Attention: San ▇▇▇▇▇▇▇ Valley Asset
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (93309)
P. O. Box 11164
Bakersfield, CA ▇▇▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇ Petroleum Company
Attention: President
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Notice shall be deemed to have been duly given when delivered to or sent to
the other Party in the manner prescribed herein and actually received by the
Party to whom the notice is given.
23. PARTIES IN INTEREST. Subject to subsection 27(d) below, this
Agreement shall inure to the benefit of and be binding upon ▇▇▇▇ and ▇▇▇▇▇
and their respective successors and assigns. However, no assignment by any
Party shall relieve any Party of any duties or obligations under this
Agreement.
24. COMPLETE AGREEMENT. When executed by the authorized
representatives of ▇▇▇▇ and ▇▇▇▇▇, this Agreement, together with the executed
copies of the exhibits hereto and documents referred to herein, shall
supersede all prior written or oral and all contemporaneous oral agreements
and understandings between the Parties, including without limitation, all and
any bid solicitation, bid offer and bid acceptance letters, and shall
constitute the complete agreement between the Parties regarding the purchase
and sale of the Property.
25. APPROVAL OF BOARD OF MANAGERS AND BOARD OF DIRECTORS.
Any obligation of Aera or ▇▇▇▇▇ to close the sale contemplated
hereunder shall be, and is, conditioned on and subject to Aera's Board of
Managers having approved this Agreement and ▇▇▇▇▇'▇ Board of Directors
having approved this Agreement, which approvals shall be determined on or
before January 31, 1999. In determining whether or not to approve, each
Board may act with full and unfettered discretion in the exercise of its
independent business judgment and shall not be prejudiced or limited in the
exercise of such discretion and judgment by the prior execution of this
Agreement. If either Board fails to approve this Agreement, whether by
action or inaction, on or before January 31, 1999, this Agreement shall
forthwith terminate and neither Party shall have any further rights or
obligations hereunder, except for ▇▇▇▇'s rights and ▇▇▇▇▇'▇ obligations
under the Confidentiality Agreement and the Indemnification Agreement.
26. APPLICABLE LAW. THIS AGREEMENT, OTHER DOCUMENTS
EXECUTED AND DELIVERED PURSUANT HERETO, AND THE LEGAL RELATIONS
BETWEEN THE PARTIES WITH RESPECT TO THIS AGREEMENT, SHALL BE
GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO RULES CONCERNING CONFLICTS OF LAWS;
PROVIDED, THAT THE VALIDITY OF THE VARIOUS CONVEYANCES TRANSFERRING
TITLE TO REAL PROPERTY AND REAL PROPERTY INTERESTS UNDER THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE JURISDICTION IN WHICH SUCH REAL PROPERTY OR REAL PROPERTY
INTERESTS ARE LOCATED.
27. MISCELLANEOUS PROVISIONS.
(a) Captions. Captions have been inserted for reference purposes only
and shall not define or limit the terms of this Agreement.
(b) Partial Invalidity. If any provision of this Agreement is held
invalid, such invalidity shall not affect the remaining provisions.
(c) Modification. This Agreement cannot be modified or amended except
by a written instrument duly executed by ▇▇▇▇ and ▇▇▇▇▇.
(d) Assignment. Neither Aera nor ▇▇▇▇▇, without the prior written
consent of the other Party, shall assign any right or obligation under this
Agreement prior to Closing, or attempt to delegate any duty to be performed
under this Agreement, except that Aera may make such an assignment and/or
delegation to an Affiliate without the consent of ▇▇▇▇▇. Consent to assign
shall not be unreasonably withheld by either Party. Any attempted assignment
or delegation without such consent shall be void and of no effect.
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same instrument.
(f) Expenses. Except as otherwise expressly provided herein, all
expenses incurred by each Party in connection with the transaction
contemplated herein, including, without limitation, attorney's fees, are for
the account of the Party incurring the same and the Party incurring such
expenses shall defend, indemnify and hold harmless the other Party from and
against such expenses.
(g) Signs. Aera shall have the right, but not the obligation, to remove
all of Aera's signs, placards, notices, or other posted documents or
information and any other like property which refers to Aera's ownership of
the Property or responsibility for the operations conducted thereon.
(h) Press Releases. For the period ending thirty (30) days after
Closing, no information in connection with this sale shall be released to
the public, including, without limitation, through press releases, without
the express written permission of Aera, unless required by applicable federal,
state or local laws.
(i) No Recording. This Agreement shall not be recorded or filed by any
Party or their successors or assigns, in or with any public or governmental
office, officer, agency or records repository without the prior written consent
of the other Party, unless required to be filed by the federal securities
laws.
(j) Survival. All representations, indemnifications, covenants,
obligations and promises of the Parties set forth in this Agreement shall
survive Closing. All documents conveying, transferring or assigning the
Property shall incorporate by reference the terms and conditions of this
Agreement.
(k) Exhibits and Schedules. The Exhibits and Schedules listed below are
attached to this Agreement:
Exhibit "A" Property and Property Interests Subject To This
Agreement
Exhibit "B" Assignment and Conveyance
Exhibit "C" Personal Property Agreement and Bill of Sale
Exhibit "D" Aera Non-foreign Affidavit
Exhibit "E" Confidentiality Agreement
Exhibit "G" Indemnification Agreement
Schedule"1(e)" Specifically Listed Rights-of-Way, etc.
Schedule"1(g)" Specifically Listed Salt Water Disposal and Water
▇▇▇▇▇
Schedule "1(h)" Specifically Listed Facilities
Schedule "1(i)" Specifically Listed Equipment
Schedule "1(j)" Specifically Listed Personal Property, etc.
Schedule "9(b)" Notice of Releases
Schedule "9(c)" List of Oil Spill Reports and Consultant's Reports
Schedule "13(d)" Aera's Litigation
Schedule "14(d)" ▇▇▇▇▇'▇ Litigation
Schedule "19(a)" Notice to DOG of Well Transfers
Schedule "19(b)" Suspense Items
(l) Time of Essence. Time is of the essence in the performance of this
Agreement.
(m) H-S-R. If either Aera or ▇▇▇▇▇ determine that the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of 1976 is applicable to this transaction, then the
Parties which are required to file shall file with the Federal Trade Commission
and the Department of Justice the required notifications, reports, and
supplemental information to comply in all respects with the requirements of
said Act.
(n) No Partnership. Nothing contained in this Agreement shall be
deemed to create a joint venture, partnership, tax partnership or agency rela-
tionship between the Parties.
(o) File Transfers. Within thirty (30) days after Closing, Aera will
transfer to ▇▇▇▇▇, subject to ▇▇▇▇'s continuing right of access as hereinafter
set forth, the following files and records in Aera's possession: (1) all of
the original files, records, and non-interpretative data relating to the
Property including, but not limited to: lease, land, and title records
(including abstracts of title, title opinions, and title curative documents);
contracts; correspondence; production and well records; electric logs; cores
and core data; pressure data; graphical production and decline curves; health,
safety, environmental, and regulatory compliance records; permitting files;
and the rights to copy, disclose, and distribute all of the above materials;
and (2) certain interpretative data that is specific to the Property,
including, but not limited to, developmental studies, developmental
geological mapping, reservoir engineering studies, surveillance
engineering studies, and facility engineering studies; excepting, however,
Aera's (i) general corporate and tax records, (ii) records that pertain to
individual employees, (iii) records subject to attorney-client privilege (other
than title opinions), (iv) legal department files and records, and documents
subject to the attorney-client privilege, (v) information owned by a third
party and held by ▇▇▇▇ under a license that prohibits assignment, and (vi)
information that is confidential or proprietary to a third party and held by
Aera under an agreement prohibiting disclosure; and excluding regional
geophysical and geological data, mapping, interpretations, and similar
information; provided, however, that Aera will provide to ▇▇▇▇▇ copies of
documents in lieu of originals to the extent Aera elects to retain the
originals of documents it reasonably anticipates requiring for tax audit
purposes (and provided, further, that Aera shall cooperate with ▇▇▇▇▇ to
request from Western copies of the aforesaid items in (i) through (v) to the
extent same relate, directly or indirectly, to the ownership or operation of
the Property; and provided, however, that Aera shall not be required to
provide to ▇▇▇▇▇ any data not provided to Aera by Western, such as proprietary
algorithms or technology that Western used to prepare the interpretative data,
nor results or conclusions drawn from or contained within any studies
described above employing proprietary algorithms or technology; and provided,
further, that to the extent Aera has any rights of ownership that are
transferable and upon delivery of the assigned interpretative data, ▇▇▇▇▇
shall own an undivided interest in such data and the intellectual property
rights therein and shall be free to deal with such data and rights without
accounting to Aera; and provided, further, that Aera provides to
▇▇▇▇▇ the interpretative data (to which Aera has any rights) provided by
Western to Aera as is, with all faults, and with no warranty of any kind
whatsoever. Under no circumstances shall Aera be liable to ▇▇▇▇▇ with regard
to the accuracy or interpretation of any information transferred under this
subsection (o).
Aera retains the right of complete access to the above files and records,
which right of access may be exercised by Aera at reasonable times, upon
giving ▇▇▇▇▇ reasonable notice and which shall include, at Aera's sole cost and
expense, the right to copy or duplicate any and all contents therein. Should
Aera be required by a governmental rule or order to produce the original of
any document described in this subsection, ▇▇▇▇▇ will, to the best of its
ability, make such document available to enable Aera to comply with said
rule or order upon receiving proper assurance that such document will be
promptly returned to ▇▇▇▇▇.
EXECUTED by the Parties hereto as indicated below by the signatures of
their respective representatives; however, for identification purposes, this
Agreement shall be deemed dated as of the date the last Party hereto signs
this Agreement.
AERA ENERGY LLC
By: /s/ ▇. ▇. ▇▇▇▇
Attorney-in-Fact
Date: January 26, 1999
▇▇▇▇▇ PETROLEUM COMPANY
By: s/s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and CEO
Date: January 26, 1999
EXHIBIT "A"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
DESCRIPTION OF PROPERTY AND PROPERTY INTERESTS
SUBJECT TO THIS AGREEMENT
LOS ANGELES COUNTY, CALIFORNIA
The primary term of each oil and gas lease set out in this Exhibit has a
primary term of less than thirty-five (35) years.
CA116600:
Oil and Gas Lease, and all modifications, ratifications, and amendments
thereto, dated December 1, 1943, executed by the U. S. Bureau of Land
Management, recorded in Book 36081, Page 77, Official Records, as conveyed to
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records, Los
Angeles County.
CA116602:
Oil and Gas Lease, and all modifications, ratifications, and amendments
thereto, dated March 1, 1949, executed by the U. S. Bureau of Land
Management, recorded in Book 36081, Page 63, Official Records, as conveyed to
Aera Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA078865C:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 7, 1995, executed by ETCR Inc., recorded as Document # ▇▇-▇▇▇▇▇▇▇,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA078869:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated February 2, 1995, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078870A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 7, 1995, executed by ▇▇▇▇▇ ▇▇▇▇▇, recorded as Document # ▇▇-▇▇▇▇▇▇▇,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA078870B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 1, 1995, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077774:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077775A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990 executed by Placerita Partners, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA 077775B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 22, 1990, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇, recorded as Document # 91-266001,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA0777776A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077776B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077777A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077777B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077778A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 12, 1990, executed by ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077778B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July, 16, 1990, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077779A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 18, 1990, executed by Placerita Partners et al, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077781:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077782:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 19, 1990, executed by ▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, recorded as
Document # ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document # 99-109978, Official Records, Los Angeles
County.
CA077783:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
recorded as Document # ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998, and
recorded January 25, 1999, as Document # 99-109978, Official Records, Los
Angeles County.
CA077784:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 21, 1990, executed by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
recorded as Document # ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA077787:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 26, 1990, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077788:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 22, 1990, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077789:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 2, 1990, executed by ▇▇▇▇▇ ▇▇▇▇▇, recorded as Document # ▇▇-▇▇▇▇▇▇▇,
Official Records, as conveyed to Aera Energy LLC by Conveyance, Assignment
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as
Document # 99-109978, Official Records, Los Angeles County.
CA077791:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated May 15, 1990, executed by ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077792:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated June 13, 1990, executed by ▇▇▇▇ ▇▇▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA077793:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 16, 1990, executed by JMT Oil Company, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078137:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 25, 1990, executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
recorded as Document # ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera
Energy LLC by Conveyance, Assignment and Bill of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document # 99-109978, Official Records,
Los Angeles County.
CA078140:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated August 30, 1990, executed by ▇▇▇▇▇ ▇▇▇▇▇, recorded as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078191A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 10, 1990, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, recorded as Document
#91-171292, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document # 99-109978, Official Records, Los Angeles County.
CA078196:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 5, 1990, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, recorded as Document
#91-171294, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078224A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 13, 1990, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ MD, recorded as Document
#91-171295, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078226:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 9, 1990, executed by ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Trusts, recorded as
Document #91-171296, Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles County.
CA078256:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated October 15, 1990, executed by ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, recorded as Document
#91-171297, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25, 1999,
as Document #99-109978, Official Records, Los Angeles County.
CA078588:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 21, 1990, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee, recorded as
Document #▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles
County.
CA078602:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated July 20, 1991, executed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, recorded as Document
#91-171293 Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA78737:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 12, 1992, executed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ et al, recorded as
Document # 93-971879 Official Records, as conveyed to Aera Energy LLC by
Conveyance, Assignment and Bill of Sale dated July 1, 1998, and recorded
January 25, 1999, as Document #99-109978, Official Records, Los Angeles
County.
CA078871A:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1992, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, recorded as Document
#▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA078871B:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, recorded as Document
#▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871C:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, recorded as Document
#▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871D:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, recorded as Document
#▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA078871E:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated November 2, 1995, executed by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, recorded as Document
#▇▇-▇▇▇▇▇▇▇ Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA116601:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated March 18, 1946, executed by ▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, recorded in Book 22994,
Page 195, Official Records, as conveyed to Aera Energy LLC by Conveyance,
Assignment and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document #99-109978, Official Records, Los Angeles County.
CA143196:
Oil and Gas Lease, and all modifications, ratifications, and amendments thereto,
dated September 1, 1970, executed by Mobil Oil Corporation, recorded in Book M
3755, Page 844, as conveyed to Aera Energy LLC by Conveyance, Assignment and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
#99-109978, Official Records, Los Angeles County.
CA006110:
All that portion of Section 31, being the E/2 of Lot 9, E/2 of Lot 12, and
Lot 8, excepting therefrom those portions of Lots 8, 9, and 12 deeded to the
State of California for freeway purposes from the surface down to 500 feet,
as described in Grant Deed dated October 18, 1968, recorded in Book 4328,
Page 885, Official Record, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera
Energy LLC by Conveyance, Assignment, and ▇▇▇▇ of Sale dated July 1, 1998,
and recorded January 25, 1999, as Document #99-109978, Official Records, Los
Angeles County.
CA006111:
All that portion of Sections 30, commencing at the SE corner of Section 30,
thence West a distance of 924 feet to the true point of beginning; thence
North 330 feet, thence West 132 feet, thence North 330 feet, thence West 660
feet, thence South 330 feet, thence East 132 feet thence South 330 feet,
thence East 660 feet to the point of beginning; T. 4 N., R. 15 W., S.B.B.&M.
as conveyed to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale
dated July 1, 1998, and recorded January 25, 1999, as Document #99-109978,
Official Records, Los Angeles County.
CA077795B AND AR94533:
Section 31, being Lots 1, 2, 35 and 36 of Tract 10699, in the County of Los
Angeles, State of California, as per Map recorded in Book 165, Pages 36 and
37 of Maps in the Office of the Los Angeles County Recorder; and the
southerly 180 feet of Government Lot 6 which lies easterly of the easterly
line of the 100 foot right of way of the Los Angeles City Aqueduct, described
in the deed to the City of Los Angeles, recorded in Book 3703, Page 239 of
Deeds, limited to depths from 500 feet to 1500 feet; and Section 31, being
Lots 3, 40 and 41 of Tract 10699, as per Map recorded in Book 165, Pages 36
and 37 of Maps in the Office of the Los Angeles County Recorder, limited to
depths from the surface to 1500 feet; and Section 31, being Lots 14 and 17 of
Tract 9943, as per Map recorded in Book 154, Pages 35 and 36 of Maps in the
Office of the Los Angeles County Recorder, and Government Lots 4, 5, 6, and 7;
and Section 31, being Lots 3, 40 and 41 of Tract 10699, as per Map recorded in
Book 165, Pages 36 and 37 of Maps in the Office of the Los Angeles County
Recorder, limited to depths below 1500 feet; and Section 31, being Lots 1, 2,
35 and 36 of Tract 10699, in the County of Los Angeles, State of California, as
per Map recorded in Book 165, Pages 36 and 37 of Maps in the Office of the Los
Angeles County Recorder; and the southerly 180 feet of Government Lot 6 which
lies easterly of the easterly line of the 100 foot right of way of the Los
Angeles City Aqueduct, described in the deed to the City of Los Angeles,
recorded in Book 3703, Page 239 of Deeds, limited to depths below 1500 feet;
and Section 31, being that portion of Government Lot 6 which lies westerly of
the westerly line and northerly prolongation of Tract 10699, in the County of
Los Angeles, State of California, as per Map recorded in Book 165, Pages 36
and 37 of Maps in the Office of the Los Angeles County Recorder, excepting
therefrom the southerly 180 feet thereof, limited to depths from 500 feet
subsurface to all depths below; T. 4 N., R. 15 W., S.B.B.&M. as conveyed to
Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated
July 1, 1998, and recorded January 25, 1999, as Document #99-109978,
Official Records, Los Angeles County.
CA00271:
PARCEL 1:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M.
according to the official plat thereof; Los Angeles County, California EXCEPT
that portion lying South and East of a line described as follows: Beginning
at a point in the Westerly line of Lot 1, said point being a distance of
1275.27 feet from the southwest corner of Lot 4; thence North 57 degree 11' 36"
East, a distance of 548.10 feet to the beginning of a tangent curve concave to
the Northwest and having a radius of 3000 feet; thence Northeasterly along said
curve 618.60 feet; thence North 45 degree 22' 44" East and tangent to said
curve, a distance of 500.75 feet to a point on the Easterly line of the West
Half of Lot 1, said point being a distance of 2317.96 feet from the Southeast
corner of the West Half of Lot 4; AS EXCEPTED AND RESERVED in deed dated June
6, 1963, to ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, et ux.
PARCEL 2:
That portion of the Montezuma Placer mining claim comprising the W/2NW/4, the
W/2 of Lot 1, and the W/2 of Lot 4 of Section 32, T. 4 N., R. 15 W., S.B.B.&M.
according to the official plat thereof lying South and East of a line described
as follows: Beginning at a point in the Westerly line of Lot 1, said point
being a distance of 1275.27 feet from the southwest corner of Lot 4; thence
North 57 degree 11' 36" East, a distance of 548.10 feet to the beginning of a
tangent curve concave to the Northwest and having a radius of 3000 feet;
thence Northeasterly along said curve 618.60 feet; thence North 45 degree 22'
44" East and tangent to said curve, a distance of 500.75 feet to a point on
the Easterly line of the West Half of Lot 1, said point being a distance of
2317.96 feet from the Southeast corner of the West Half of Lot 4; Los
Angeles County, California AS EXCEPTED AND RESERVED in deed dated June 3,
1963, to ▇▇▇▇ Disney Productions, a corporation; as conveyed to Aera Energy
LLC by ▇▇▇▇▇ ▇▇▇▇ dated May 27, 1997, and recorded July 17, 1998, as Document
# ▇▇-▇▇▇▇▇▇▇, Official Records of Los Angeles County.
CA77790 and AR105204:
All that portion of Section 31, being Lots 53 and 54 of Tract 10699 per map
recorded in Book 165, Page 36 and 37 of Maps, Los Angeles County Recorder, T. 4
N., R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance,
Assignment, and Bill of Sale dated July 1, 1998, and recorded January 25,
1999, as Document # 99-109978, Official Records, Los Angeles County.
CA078370 AND AR99398:
All that portion of Section 31, being Lot 5 of Tract 9943 per map recorded in
Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder T. 4 N., R. 15
W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment, and
Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA00265:
PARCEL 1:
That portion of Lots 4 and 5 lying west of the west line of the aqueduct, of
Section 31, T. 4 N., R. 15 W., S.B.B.&M., as granted to the City of Los
Angeles, as conveyed to Aera Energy LLC by ▇▇▇▇▇ ▇▇▇▇ dated May 27, 1997,
and recorded July 17, 1998, as Document # ▇▇-▇▇▇▇▇▇▇, Official Record of Los
Angeles County.
Except the surface of the south 410.00 feet of the west 368.00 feet of said
section, and;
PARCEL 2:
An easement for ingress and egress at all times over, in, and across the south
410.00 feet of the west 368.00 feet of Section 31, T. 4 N., R. ▇▇ ▇▇▇▇,
▇.▇.▇.&M., as conveyed to Aera Energy LLC by ▇▇▇▇▇ ▇▇▇▇ dated May 27, 1997,
and recorded July 17, 1998, as Document # ▇▇-▇▇▇▇▇▇▇, Official Records of
Los Angeles County.
CA00266:
The SE/4NW/4, of Section 31, T. 4 N., R. 15 W., S.B.B.&M., as conveyed to Aera
Energy LLC by ▇▇▇▇▇ ▇▇▇▇ dated May 27, 1997, and recorded July 17, 1998, as
Document # ▇▇-▇▇▇▇▇▇▇, Official Records of Los Angeles County.
FE02174:
All that portion of the East Half of Lot 6, Section 30, T. 4 N., R. 15 W.,
S.B.B.&M., as conveyed to CalResources LLC by Assignment and Conveyance
dated February 20, 1995, and recorded April 20, 1995, as Document
# 95-656668, Official Records of Los Angeles County.
CA077799 AND AR94517:
All that portion of Section 31; being Lot 14 and the NE/4NW/4, T. 4 N.,
R. 15 W., S.B.B.&M. as conveyed to Aera Energy LLC by Conveyance, Assignment,
and Bill of Sale dated July 1, 1998, and recorded January 25, 1999, as Document
# 99-109978, Official Records, Los Angeles County.
CA077795A AND AR94533
All that portion of Section 31; being Lots 14 and 17 of Tract 9943 per map
recorded in Book 167, Page 32 and 33 of Maps, Los Angeles County Recorder,
and Lots 3, 39, 40, 41, 42, and 43, of Tract 10699, per map recorded in Book
165, Page 36 and 37 of Maps, Los Angeles County Recorder , and the right of
ingress and egress over, upon, and across the easterly 24 feet of Lots 2 and
35, of said Tract 10699, as reserved in deed recorded in Book 3713, Page 970,
Official Records, Los Angeles County; T. 4 N., R. 15 W., S.B.B.&M. as conveyed
to Aera Energy LLC by Conveyance, Assignment, and Bill of Sale dated July 1,
1998, and recorded January 25, 1999, as Document # 99-109978, Official
Records, Los Angeles County.
ALL OF THE FOLLOWING EASEMENTS, RIGHTS-OF-WAY, SURFACE
LEASES, SERVITUDES AND FRANCHISES LIE WITHIN
LOS ANGELES COUNTY, CALIFORNIA:
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR094499 COMMINGLE 01/29/90 BUREAU LAND MGMT TENNECO OIL CO TOWNSHIP 4 NORTH,
AGT RANGE 15 WEST, SBBM
SECTION 31
AR094563 CONSENT 07/16/90 ATLANTIC RICHFIELD ▇▇ ▇▇▇▇▇ ET AL TOWNSHIP 4 NORTH,
CO RANGE 15 WEST, SBBM
SECTION 31
AR092495 CREDIT 12/20/85 ATLANTIC RICHFIELD SO CA EDISON CO TOWNSHIP 4 NORTH,
CO RANGE 15 WEST, SBBM
SECTION 31
AR094482 LINEWELL 12/12/89 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR094483 LINEWELL 12/12/89 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR094484 LINEWELL 08/11/87 BUREAU LAND MGMT ATLANTIC TOWNSHIP 4 NORTH,
AGT RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 30 & 31
AR094489 LINEWELL 08/11/87 BUREAU LAND MGMT TENNECO OIL CO TOWNSHIP 4 NORTH,
AGT RANGE 15 WEST, SBBM
SECTION 31
Page 1 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092557 OPERATE 09/23/87 ATLANTIC NEWHALL COGENERATION FACILITY
RICHFIELD CO REFINING CO INC
AR089531 PIPELINE 03/22/89 MOBIL EXPL & ATLANTIC TOWNSHIP 4 NORTH,
PRODUCING US INC RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31
AR099394 POOL 08/09/91 ATLANTIC ATLANTIC TOWNSHIP 4 NORTH,
RICHFIELD CO RICHFIELD CO RANGE 15 WEST, SBBM
VARIOUS TRACTS IN
SECTION 31
AR101413 POOL 05/20/92 CA STATE ATLANTIC TOWNSHIP 4 NORTH,
RICHFIELD CO RANGE 15 WEST, SBBM
SECTION 31: VARIOUS
LOTS IN TRACTS
9943 & 10699
AR105064 POOL 11/03/95 ATLANTIC ATLANTIC POOLED UNIT DESCRIPTION:
RICHFIELD CO RICHFIELD CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
SECTION 30: S/2 SE/4 NW/4,
NE/4 SW/4, N/2 SE/4 SW/4
LIMITED TO PRODUCTION IN
THE NORTH PLACERITA # 007
WELL.
CONTAINING 81.000 ACRES,
MORE OR LESS
AR092394 POWER 06/17/68 ATLANTIC WESTERN CATV TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO INC WEST, SBBM
SECTION 30
AR092454 POWER 12/20/85 ATLANTIC SO CA EDISON CO TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO WEST, SBBM
SECTION 31: SW/4
AR102297 SALE 01/20/93 ATLANTIC CALTO OIL TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO COMPANY WEST, SBBM
SECTION 30: LOT 3, NE/4
NW/4, SE/4
AR105078 SURFACE 11/16/95 ATLANTIC SANTA CLARITA TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO CITY WEST, SBBM
SECTION 30: SE/4 SW/4
ADDITIONAL EQUIPMENT
WILL BE USED BY THE
CITY OF SANTA CLARITA
TO PROVIDE
EMERGENCY RADIO ACCESS
FOR THE COMMUNITY
Page 2 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
MC07796 SURFACE LSE. 12/09/85 MOBIL EXPLOR. AND AES PLACERITA TOWNSHIP 4 NORTH, RANGE 15
AES PROD. U.S. INC. WEST, SBBM
SECTION 31: PORTION SW/4.
MC07846 CONSENT TO 12/14/87 MOBIL EXPLOR. AND PLACERITA ET AL TOWNSHIP 4 NORTH, RANGE 15
ASGN PROD. U.S. INC. WEST, SBBM
SECTION 31: LOTS 4 AND 5.
SECTION 31: LOT 2.
SECTION 31: LOT 5.
RW08575 SURFACE 05/29/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
LEASE GAS CO. WEST, SBBM
SECTION 31: S/2 SW/4 SW/4.
RW10603 EASEMENT 8" 04/19/89 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
P/L GAS CO. WEST, SBBM
SECTION 31: SW/4 SE/4 NW/4.
RW10623 SURFACE 05/29/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
LEASE GAS CO. WEST, SBBM
SECTION 31:S/2 S/2
SW/4 SW/4.
RW10626 SURF.LSE 05/30/90 MOBIL OIL CORP. SOUTHERN CALIF. TOWNSHIP 4 NORTH, RANGE 15
8" P/L GAS CO. WEST, SBBM
SECTION 31: SE/4 SW/4
SW/4 SW/4.
AR101424 CONFID 02/18/92 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
SECTION 30
AR102348 CUP 01/03/91 SANTA CLARITA ATLANTIC PLACERITA FIELD LEASES -
CITY RICHFIELD CO. CONDITIONAL USE PERMIT
AR092757 EASEMENT 04/24/70 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31: LOTS 4 & 10
AR094533 EXCHANGE 04/25/90 PETRO RESOURCES ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
CA77795A INC. RICHFIELD CO. WEST, SBBM
CA77795B SECTION 31, ET AL.
AR092932 LICENSE 04/24/70 CITY OF LOS ARCO WESTERN TOWNSHIP 4 NORTH, RANGE 15
ANGELES ENERGY WEST, SBBM
SECTION 31:EASTERN PORTION
OF LOT 4 AND WESTERN
PORTION OF LOT 10
AR092484 OPERATE 02/23/87 SO CA GAS CO ATLANTIC RICHFIELD
CO.
Page 3 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092744 PIPELINE 01/18/88 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31
AR093878 PIPELINE 07/05/88 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
CA012731 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ SECTION 31
AR093892 PIPELINE 06/23/88 ▇▇ ▇▇▇▇▇▇ & EF TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
▇▇▇▇▇▇ & WEST, SBBM
CA012747 ▇▇ ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ & SECTION 31
▇▇ ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ &
AR093895 PIPELINE 05/27/88 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TENNECO OIL CO TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
CA012750 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ SECTION 30
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
AR102390 ROAD 05/01/94 LA DEPT WATER & ATLANTIC ROAD EASEMENT FOR THE
POWER RICHFIELD CO.
CA066242 GOLDEN OAK PROSPECT
VICINITY OF THE ANTELOPE
VALLEY FREEWAY AND
PLACERITA CANYON ROAD
TOWNSHIP 4 NORTH, RANGE 15
WEST, SBBM
SECTION 31: SE/4
SECTION 32: SW/4
TOWNSHIP 3 NORTH, RANGE 15
WEST, SBBM
SECTION 6: NE/4
AR092552 STEAM 09/01/87 GWF PWR SYSTEMS ATLANTIC RICHFIELD CO
CO. INC.
AR102310 STEAM 07/01/98 LA DEPT WATER & ARCO OIL & GAS TOWNSHIP 4 NORTH, RANGE 15
POWER CO. WEST, SBBM
CA066241 PART OF SECTION 31
AR105173 STEAM 03/10/93 AES PLACERITA ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
SECTION 31: PORTION
PLACERITA FIELD
AR092742 SURFACE 04/21/86 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
RICHFIELD CO. WEST, SBBM
CA012718 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇ SECTION 36
Page 4 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092743 SURFACE 04/01/86 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012715 PLACERITA PARTNERS SECTION 31: W/2 OF LOT 9
AR092747 SURFACE 11/20/86 ▇▇▇▇▇ & ▇▇▇▇ B ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
▇▇▇▇▇▇▇▇ TRES RICHFIELD CO. WEST, SBBM
CA012725 SECTION 25: LOTS 3&4
AR092929 SURFACE 07/01/73 ▇▇ ▇▇▇▇▇▇ & EF CROWN CENTRAL TOWNSHIP 4 NORTH, RANGE 15
▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ & WEST, SBBM
▇▇ ▇▇▇▇▇▇ & SECTION 31
R ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇ & ▇▇ ▇▇▇▇▇▇ &
AR092937 SURFACE 04/01/86 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012714 PLACERITA PARTNERS SECTION 31: NORTH 250'
OF THE EAST 550' OF
THE WEST 1,080' OF LOT 10.
SURFACE USE AGREEMENT FOR
THE
PLACERITA CO-GEN FACILITY
AR094509 SURFACE 03/01/90 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 16
RICHFIELD CO. WEST, SBBM
CA066184 SECTION 36
AR105303 SURFACE 07/01/94 R ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
RICHFIELD CO. WEST, SBBM
CA078862 & ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇ & SECTION 31: NW/4 SE/4,
WEST OF SIERRA HIGHWAY
AR105304 SURFACE 07/01/94 W ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
FAMILY TRUST RICHFIELD CO. WEST, SBBM
CA078863A ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TRUSTEE SECTION 31: 5 ACRES IN
THE SW/4 NE/4,
CA078863B SW/4 NE/4 SW/4, S/2 NW/4
NE/4 SW/4,
S/2 SE/4 NE/4 SW/4, N/2
SE/4 NE/4 SW/4
KNOWN AS TRACT 2
AR092745 WATER 03/19/87 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
SECTION 31
AR092746 WATER 02/18/87 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
TRUSTEE RICHFIELD CO. WEST, SBBM
CA012726 PLACERITA PARTNERS SECTION 31, TRACT 9943
Page 5 OF 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
AR092758 WATER 10/12/88 CITY OF LOS ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
ANGELES RICHFIELD CO. WEST, SBBM
CA012881 SECTION 30
▇▇▇▇▇▇▇▇▇▇ JUNCTION -
OLIVE SWITCHING STATION
TRANSMISSION LINE RIGHT
OF WAY #28. VICINITY OF
PLACERITA CANYON ROAD
AND SIERRA HIGHWAY,
SANTA CLARITA.
FIVE 3-INCH WATER DISPOSAL
LINES ONE 2-INCH AIR
LINE TWO 8-INCH WATER
DISPOSAL LINES
AR092759 WATER 04/17/80 ▇▇▇▇▇ ▇ & ▇▇▇▇ C ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
▇▇▇▇▇ RICHFIELD CO. WEST, SBBM
SECTION 31: LOT 3
AR092931 WATER 04/01/80 ▇▇▇▇▇ ▇ & ▇▇▇▇ C ATLANTIC TOWNSHIP 4 NORTH, RANGE 15
▇▇▇▇▇ RICHFIELD CO. WEST, SBBM
CA012703 SECTION 31: LOT 3,
PARCEL 20 SURFACE
AGREEMENT FOR WATER
33630 CRUDE 04/01/92 TEXACO TRADING & ATLANTIC CRUDE OIL SALES
TRANSPORTATION INC RICHFIELD CO.
41470 CRUDE 08/21/94 MOBIL OIL CORP ATLANTIC CRUDE OIL PURCHASE
RICHFIELD CO.
MC07758 DECLAR. OF 08/09/91 MOBIL EXPLOR. AND ARCO OIL & GAS TOWNSHIP 4 NORTH, RANGE 15
PROD. U.S. INC. CO. WEST, SBBM
SECTION 31: LOTS 29, 30.
RW01153 LICENSE 04/01/49 DEPT. OF WATER AND GENERAL TOWNSHIP 4 NORTH, RANGE 15
POWER PETROLEUM WEST, SBBM
SECTION 31: LOT 5.
RW01160 OIL PIPELINE 07/11/49 DEPT. OF WATER AND GENERAL TOWNSHIP 4 NORTH, RANGE 15
POWER PETROLEUM WEST, SBBM
SECTION 31: LOT 2.
RW04171 PIPELINE R/W 06/16/49 ▇. ▇. ▇▇▇▇▇▇▇▇ GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOT 2.
Page 6 of 7
CONTRACT CONTRACT CONTRACT GRANTOR GRANTEE CONTRACT DESCRIPTION
NUMBER TYPE DATE NAME NAME
RW04188 POLE LINE R/W 09/28/49 ▇. ▇. ▇▇▇▇▇▇▇▇ GENERAL TOWNSHIP 4 NORTH, RANGE 15
ET UX PETROLEUM WEST, SBBM
SECTION 31: LOT 2
RW04344 PIPELINE R/W 03/17/65 ▇▇▇▇▇ ▇. ▇▇▇▇▇ SOCONY MOBIL TOWNSHIP 4 NORTH, RANGE 15
ET UX OIL WEST, SBBM
PIPELINE R/W 07/26/51 ▇.▇.▇▇▇▇▇▇▇▇ & GENERAL SECTION 31: LOT 3.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PETROLEUM
RW04347 RIGHT-OF-WAY 08/14/51 W & C OIL CO ET AL GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOTS 11 AND 12.
RW04360 LICENSE 09/07/51 DEPT. OF WATER GENERAL TOWNSHIP 4 NORTH, RANGE 15
AND POWER PETROLEUM WEST, SBBM
SECTION 31: S/2.
RW04441 RIGHT-OF-WAY 11/13/52 ▇. ▇. ▇▇▇▇▇▇▇ GENERAL TOWNSHIP 4 NORTH, RANGE 15
PETROLEUM WEST, SBBM
SECTION 31: LOT 5.
RW04829 LICENSE 02/13/61 DEPT. OF WATER MOBIL TOWNSHIP 4 NORTH, RANGE 15
AND POWER WEST, SBBM
SECTION 31: SW/4
RW06037 LICENSE 04/27/65 SOUTHERN CALIF. MOBIL TOWNSHIP 4 NORTH, RANGE 15
GAS CO. WEST, SBBM
SECTION 30: LOT 6.
RW06043 CONSENT 01/21/65 SUNSET INTERNAT- MOBIL TOWNSHIP 4 NORTH, RANGE 15
IONAL PET. CORP. WEST, SBBM
SECTION 30: SE/4SW/4;
SECTION 31: NE/4NW/4.
RW06044 LICENSE 07/27/65 DEPT. OF WATER MOBIL TOWNSHIP 4 NORTH, RANGE 15
AND POWER WEST, SBBM
SECTION 31: LOT 5.
RW06047 RIGHT-OF-WAY 09/01/65 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ MOBIL TOWNSHIP 4 NORTH, RANGE 15
ET AL WEST, SBBM
SECTION 31: LOT 2.
RW10602 LICENSE 03/22/89 MOBIL OIL CORP. ARCO OIL AND TOWNSHIP 4 NORTH, RANGE 15
GAS WEST, SBBM
SECTION 31: S/2 SW/4
SE/4 NW/4.
Page 7 of 7
EXHIBIT "B"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
ASSIGNMENT AND CONVEYANCE
THIS ASSIGNMENT AND CONVEYANCE (hereinafter called "Assignment")
is made between Aera Energy LLC, a California limited liability company, having
a post office address of P. O. Box 11164, Bakersfield, California ▇▇▇▇▇-▇▇▇▇,
hereinafter called "Aera," and ▇▇▇▇▇ Petroleum Company, a Delaware corporation,
having an address of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
hereinafter called "▇▇▇▇▇".
In consideration of the mutual promises made between Aera and ▇▇▇▇▇ and
other good and valuable consideration, and pursuant to the terms of a
Purchase and Sale Agreement with an Effective Date of December 31, 1998, Aera
hereby BARGAINS, SELLS, CONVEYS, ASSIGNS, TRANSFERS AND DELIVERS unto ▇▇▇▇▇ all
of Aera's right, title and interest in and to (i) the property and property
interests described in Exhibit "A" hereto, and (ii) all property and property
interests listed in subsections (a) through (i) immediately below, excluding
the property listed in subsection (j), to the extent such property or property
interests are a part of, grant rights in, or are associated with the property
and property interests described in Exhibit "A" (collectively herein referred to
as the "Property"):
(a) Leases. Leasehold interests in oil, gas or other minerals, including
working interests, carried working interests, rights of assignment and
reassignment, and other interests under or in oil, gas or mineral leases, and
interests in rights to explore for and produce oil, gas and other minerals.
(b) Fee Interests. Fee interests to the surface and in oil, gas or other
minerals, including rights under mineral deeds, conveyances or assignments.
(c) Rights In Production. Royalties, overriding royalties, production
payments, rights to take royalties in kind, or other interests in production of
oil, gas or other minerals.
(d) Rights; Working Interests. Rights and interests in or derived from unit
agreements, orders or decisions of state and federal regulatory authorities
establishing units, joint operating agreements, enhanced recovery and injection
agreements, farmout agreements and farmin agreements, options, drilling
agreements, exploration agreements, assignments of operating rights, working
interests, subleases and rights above or below certain footage depths,
horizons or interests described in subsections (a)-(c) above except those
contracts or agreements described in subsection (j) below. (e) Easements.
To the extent transferable, rights-of-way, surface or ground leases,
easements, servitudes and franchises located on or granting rights to the
Property acquired or used in connection with operations for the exploration,
production, processing and transportation of oil, gas or other minerals with
respect to the Property.
(f) Permits. To the extent transferable, permits and licenses of any
nature owned, held or operated in connection with operations for the
exploration, production, processing and transportation of oil, gas or other
minerals, including, but not limited to, all air emission reduction credits
attributable to the Property.
(g) ▇▇▇▇▇. Producing, non-producing, shut-in and abandoned oil and gas
▇▇▇▇▇, salt water disposal ▇▇▇▇▇, injection ▇▇▇▇▇ and water ▇▇▇▇▇ located on
the Property and used in connection with the properties or interests
described in subsections (a)-(f) above.
(h) Facilities. All facilities, buildings, improvements, gas plants,
gathering lines, flow lines, injection lines, and pipelines and appurtenances
located on the real property and on lands included in, or which are subservient
to, the property and property interests described on Exhibit "A."
(i) Equipment. All surface and down-hole equipment, fixtures, inventory
and personal property located on the Property and used in connection with the
properties or interests described in subsections (a)-(h) above.
(j) Exclusions. The Property shall not include any rights-of-way, surface
or ground leases, easements, franchises, permits, licenses, or other contracts
or agreements which by their own terms are not transferable, Proprietary Data,
which shall include, without limitation, (i) all privileged or confidential
data, and (ii) any interpretive geological and geophysical information which
may reveal the methods used by Aera in interpreting geological and
geophysical information, economic analysis, and any information or other
similar proprietary data which might reveal Aera's economic guidelines
or other methods or systems by which Aera conducts its economic analysis, any
offsite tubular goods in the previous Property owner's store stock, store stock
left on consignment and belonging to third parties, that certain GLT Gas
Transmission Service Contract between Southern California Gas Company ("So
Cal") and Tenneco Oil Company dated July 15, 1988 (the "So Cal Contract"),
and without limiting the generality of the foregoing, those items of personal
property, inventory or other property specifically listed on Schedule
"1(j)" of the Purchase and Sale Agreement.
This Assignment shall be subject to the following terms, conditions or
exceptions:
1. This Assignment shall at all times be subject to the terms, conditions,
exceptions, and reservations contained in a certain unrecorded Purchase and
Sale Agreement between Aera and ▇▇▇▇▇ with an Effective Date of December 31,
1998, at 5:00 p.m., and titled "PURCHASE AND SALE AGREEMENT," the terms of
which may alter or condition the interests conveyed by this Assignment. The
unrecorded Purchase and Sale Agreement shall at all times govern the rights
of the parties in the property transferred by this Assignment, and all
interested parties are hereby given notice of its existence.
2. This Assignment shall be subject to the exceptions and reservations
set forth on the Exhibit "A" attached hereto.
3. This Assignment shall be effective as of 5:00 p.m. local time where
the Property is located, on December 31, 1998.
4. The terms, conditions or exceptions contained herein shall constitute
covenant running with the land, and shall be binding upon, and for the benefit
of, the respective successors and assigns of Aera and ▇▇▇▇▇.
This Assignment is made without warranty of any kind, express, statutory or
implied, and Aera is transferring the Property WITHOUT ANY EXPRESS, STATUTORY
OR IMPLIED WARRANTY WHATSOEVER AS TO TITLE, DESCRIPTION, PHYSICAL
CONDITION OF THE PROPERTY (INCLUDING, WITHOUT LIMITATION, THE
ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE, FITNESS
FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE, but this Assignment is made
with full substitution and subrogation of ▇▇▇▇▇ in and to all covenants and
warranties by all preceding owners or vendors of the Property other than Aera
or any affiliate of Aera heretofore given or made in respect to the Property or
any part thereof.
▇▇▇▇ agrees to execute and deliver to ▇▇▇▇▇ all such other additional
instruments, notices, division orders, transfer orders and other documents and
to do all such other and further acts and things as may be necessary to more
fully and effectively grant, convey and assign to ▇▇▇▇▇ the rights,
obligations, titles and interests and estates in the Property.
EXECUTED on the ____ day of _________, 1999, but effective
December 31, 1998.
AERA ENERGY LLC
By:______________________________
Attorney-in-Fact
This Assignment and related terms, conditions or exceptions accepted this
_____ day of _______________, 1999.
▇▇▇▇▇ PETROLEUM COMPANY
By:_____________________________
Name:_____________________________
Title:_____________________________
STATE OF CALIFORNIA :
: ss
COUNTY OF ▇▇▇▇ :
On _______________, before me, ______________________, personally appeared
_______________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
STATE OF CALIFORNIA :
: ss
COUNTY OF ▇▇▇▇ :
On _______________, before me, ______________________, personally appeared
_______________________________________, personally known to me (or proved to
me on the basis of satisfactory evidence) to be the person(s) whose name(s)
is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
EXHIBIT "A"
to
EXHIBIT "B"
(ASSIGNMENT AND CONVEYANCE)
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
LOS ANGELES COUNTY, CALIFORNIA
Please refer to Exhibit "A" included previously as first Exhibit to Purchase
and Sale Agreement.
EXHIBIT "C"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
PERSONAL PROPERTY AGREEMENT AND BILL OF SALE
THIS PERSONAL PROPERTY AGREEMENT AND BILL OF SALE ("Agreement")
is made, effective December 31, 1998, at 5:00 p.m., local time where the
properties are located, between Aera Energy LLC, a California limited
liability company, having a post office address of P. O. Box 11164,
Bakersfield, California ▇▇▇▇▇-▇▇▇▇, hereinafter called "Aera", and ▇▇▇▇▇
Petroleum Company, a California corporation, having an address of ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter called "▇▇▇▇▇."
IN CONSIDERATION of the mutual promises made between Aera and ▇▇▇▇▇, and
the payment by ▇▇▇▇▇ to Aera of good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Aera hereby sells, grants,
assigns, transfers, and conveys to ▇▇▇▇▇, its successors and assigns, and
subject to the terms and conditions contained herein, all of Aera's right,
title and interest in and to the tangible personal property located on the
properties described in Exhibit "A," which Exhibit is attached hereto and
made a part hereof, the same as if fully set out herein, excluding any
rights-of-way, surface or ground leases, easements, franchises, permits,
licenses, or other contracts or agreements which by their own terms are not
transferable, Proprietary Data, as defined in the Purchase and Sale Agreement
described below, any offsite tubular goods in the previous Property owner's
store stock, store stock left on consignment and belonging to third parties,
that certain GLT Gas Transmission Service Contract between Southern
California Gas Company ("So Cal") and Tenneco Oil Company dated July 15,
1988 (the "So Cal Contract"), and without limiting the generality of the
foregoing, those items of personal property inventory or other property or
property interests specifically listed on Schedule "1(j)" of the Purchase and
Sale Agreement.
THIS AGREEMENT is made subject to the following terms and conditions:
1. This AGREEMENT shall at all times be subject to the terms, conditions,
exceptions, and reservations contained in a certain unrecorded Purchase and
Sale Agreement between Aera and ▇▇▇▇▇ with an Effective Date of December 31,
1998, and titled "PURCHASE AND SALE AGREEMENT," the terms of which may alter
or condition the interests conveyed by this Agreement. The unrecorded
Purchase and Sale Agreement shall at all times govern the rights of the
parties in the property transferred by this Agreement, and all interested
parties are hereby given notice of its existence.
2. This Agreement shall be subject to the exceptions and reservations set
forth on the Exhibit "A" attached hereto.
3. ▇▇▇▇▇ shall be responsible for the economic benefit, burden and payment of
all taxes attributable to the property transferred by this instrument prorated
from and after 5:00 p.m. local time where the properties are located, December
31, 1998. Aera shall be responsible for the economic benefit, burden and
payment of all taxes attributable to the property prorated prior to 5:00 p.m.
local time where the properties are located, December 31, 1998, including, but
not limited to, the Los Angeles County Tax Assessor's Appeal as shown on
Schedule "13(d)" of the Purchase and Sale Agreement. Property taxes payable
on an annual basis shall be prorated between Aera and ▇▇▇▇▇ as of 5:00 p.m.
local time where the properties are located, December 31, 1998. This
provision does not apply to income or franchise taxes.
4. ▇▇▇▇▇ acknowledges it has had the opportunity to examine, as fully as
desired, the items transferred. ▇▇▇▇▇ further acknowledges it is accepting
such property "as is," "where is," and that Aera is transferring such
property WITHOUT WARRANTY WHATSOEVER, EXPRESS, STATUTORY, OR IMPLIED AS TO
TITLE, DESCRIPTION, PHYSICAL CONDITION OF THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), QUALITY, VALUE,
FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE.
5. This Agreement shall be effective as of 5:00 p.m., December 31, 1998.
DATED the ________ day of ____________________, 1999.
AERA ENERGY LLC
By:_________________________________
Attorney-in-Fact
This PERSONAL PROPERTY AGREEMENT AND BILL OF SALE and
related terms, conditions, or exceptions accepted this _____ day of
_______________.
▇▇▇▇▇ PETROLEUM COMPANY
By: ________________________________
Name:______________________________
Title: _______________________________
STATE OF ______________
COUNTY OF _____________
On _______________, before me, ______________________, personally
appeared _______________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
STATE OF ______________
COUNTY OF _____________
On _______________, before me, ______________________, personally
appeared _______________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
__________________________________
Notary Public
EXHIBIT "A"
to
EXHIBIT "C"
(PERSONAL PROPERTY AGREEMENT AND BILL OF SALE)
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
LOS ANGELES COUNTY, CALIFORNIA
Please refer to Exhibit "A" included previously as first Exhibit to Purchase
and Sale Agreement.
EXHIBIT "D"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
NON-FOREIGN AFFIDAVIT
Exemption from Withholding of Tax
For
Dispositions of U.S. Real Property Interests
Section 1445 of the Internal Revenue Code provides that a transferee of a U.S.
real property interest must withhold tax if the transferor is a foreign
person. To inform ▇▇▇▇▇ Petroleum Company that withholding of tax is not
required upon the disposition of a U.S. real property interest by Aera Energy
LLC ("Aera"), the undersigned hereby certifies the following:
1) Aera is not a nonresident alien, foreign corporation, foreign partnership,
foreign trust, or foreign estate for purposes of U. S. income taxation;
2) ▇▇▇▇'s taxpayer identifying number is ▇▇-▇▇▇▇▇▇▇; and
3) Aera's home or office address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
Aera understands that this certification may be disclosed to the Internal
Revenue Service by ▇▇▇▇▇ Petroleum Company and that any false statement
contained herein could be punished by fine, imprisonment, or both.
Under penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct, and complete,
and I further declare I have authority to sign this document.
AERA ENERGY LLC
a California limited liability company
By:
___________________________________
Attorney-in-Fact
STATE OF CALIFORNIA :
: ss
COUNTY OF ▇▇▇▇ :
SUBSCRIBED AND SWORN (OR AFFIRMED) TO before me this ____ day
of _____________, 19___, by _______________________________.
My commission expires:
___________________________
Notary Public
EXHIBIT "E"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
CONFIDENTIALITY AGREEMENT
SEE ATTACHED CONFIDENTIALITY AGREEMENT ENTERED INTO AS OF
NOVEMBER 13, 1998, BETWEEN AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM
COMPANY.
CONFIDENTIALITY AGREEMENT
This confidentiality agreement (the 'Agreement') is entered into as of the
13th day of November, 1998, by Aera Energy LLC ("Aera'), and ▇▇▇▇▇ Petroleum
Company ('Recipient'), (collectively 'the Parties.," or individually 'a
Party'). in consideration of the opportunity to review certain information
regarding ▇▇▇▇'s interests in the Placerita and Yowlumne Fields and to
discuss mutually beneficial options regarding the possible acquisition by
Recipient of Aera's right, title and interests in the Placerita and Yowlumne
Fields, ('the Property'), the Parties agree as follows:
1 . Definitions. "Confidential Information" includes any and all oral and
written communication, information, documents, data and material in tangible,
intangible or electronic form (including technical, operating, business,
environmental, and financial information, together with any notes, memoranda,
analyses, evaluations, charts, graphs, or summaries derived therefrom) that
Aera has provided Recipient or hereafter may provide, directly or indirectly,
to Recipient in connection with the Property. The following is not
Confidential Information:
a. Information known to or developed by Recipient or its Affiliates. (as
defined below), without obligation of confidentiality or restrictions on its
use, prior to its disclosure;
b. Information disclosed to Recipient, without obligation of
confidentiality or restrictions on its use, by a third party who has the
right to make such disclosure; and
c. Information in the public domain or that hereafter enters the public
domain through no act or omission of Recipient or its Affiliates or
Representatives (as defined below).
"Affiliates" means a Party's 'Parent Company' and "Affiliated Companies."
"Parent Company" means an entity having a 'Controlling Interest' in a Party.
Page 1
"Affiliated Companies" means any and all entities in which a Party or its
Parent Company has a direct or indirect "Controlling Interest." "Controlling
Interest" means a legal or beneficial ownership of fifty percent (50%) or
more of the voting rights in an entity.
2. Nondisclosure. Recipient or its Affiliates, and their respective
directors, officers, employees, agents, consultants, legal counsel and
financial advisors (collectively 'Representatives'), who obtain any
Confidential Information from Aera or its Affiliates or their Representatives
shall not disclose to any person or entity:
a. any portion of the Confidential Information except as authorized in
this Agreement;
b. that the Parties are jointly (i) reviewing information, data or
material related to the Property, or (ii) considering a possible sale and
acquisition covering a portion of the Property; or
c. any correlation between Confidential Information and public information
except to Affiliates or Representatives as permitted under Paragraph 3 below.
3. Permitted Disclosure. Recipient may disclose Confidential Information only
to Affiliates or Representatives who: (i) have a clearly defined need to know
for the sole purposes of evaluating a possible acquisition of all or a
portion of the Property by the Recipient (such purpose being referred to as
'the Purpose'); (ii) have been informed in writing of the confidential nature
of the disclosure; and (iii) prior to such disclosure, have agreed in writing
to be bound by this Agreement.
4. Restriction on Use. Recipient and their Affiliates and Representatives
shall not:
a. Use or allow the use of all or any portion of the Confidential
Information for their benefit or for the benefit of any third party, except
solely in connection with the Purpose, or
b. Reproduce or remove from their offices any portion of the Confidential
Information unless specifically authorized by Aera.
Page 2
5. Return of Confidential Information. If the Parties do not proceed jointly
with the Purpose, Recipient shall promptly return to Aera all Confidential
Information and any copies thereof and shall certify to Aera in writing that
such return has been completed. Returning the Confidential Information shall
not terminate the obligations and liabilities of Recipient and its Affiliates
or Representatives under this Agreement. Such obligations and liabilities
shall remain in full force and effect for two (2) years after the date of
this Agreement.
6. No Representations. Recipient acknowledges that ▇▇▇▇ makes no
representation whatsoever as to the accuracy, and/or completeness of all or
any part of any information, data or material, including Confidential
Information, provided to Recipient from any source in connection with the
Purpose, and that Aera disclaims any liability.
7. Other Agreements. The sole purpose of this Agreement is to facilitate the
Purpose while governing the disclosure and use of the Confidential
Information. Neither the execution of this Agreement nor the disclosure or
use of Confidential information hereunder shall obligate either Party to
enter into any other agreement related to the Property nor preclude any Party
from entering into an agreement with any other person as to the Property.
Unless otherwise agreed in writing, the terms of this Agreement shall be
independent of and shall survive any other agreements that may be executed by
or between the Parties for any purpose.
8. Enforcement/Remedies. Recipient shall enforce this Agreement with
regard to its Affiliates and Representatives, and shall take all actions
required to prevent any unauthorized disclosure or use of the Confidential
Information. Recipient acknowledges the significant competitive value of the
Confidential Information and the substantial damage Aera or its Affiliates
would incur as a result of any unauthorized disclosure or use. Because
monetary damages may not provide a sufficient remedy for breach of this
Agreement, Aera and its Affiliates, at their election, shall also be entitled
to equitable remedies for such breach. If Aera or its Affiliates initiate
legal action to enforce this Agreement, and prevail in such
Page 3
action, then in addition to any other remedies available or damages, awarded,
Aera and its Affiliates shall be entitled to reimbursement from the Recipient
and its Affiliates of all costs and expenses (including reasonable attorney's
fees and expenses) incurred in connection with such action. In any such legal
action, a Party shall be liable only for actual damages and neither Party
shall seek, and no court or arbitrator shall award punitive, consequential or
incidental damages in any form or amount.
9. Third-Party Beneficiaries. Because the Confidential Information may
contain materials related to the business or assets of the Affiliates of
Aera, such Affiliates shall be third-party beneficiaries of this Agreement,
with all the rights and remedies of Aera, which an Affiliate may exercise or
enforce alone or in conjunction with Aera, or which Aera may exercise or
enforce on behalf of its Affiliates. Aera may enter, or may have entered,
into confidentiality agreements substantially similar to this Agreement with
other persons or entities who may desire to participate in an acquisition of
all or a portion of the Property. Accordingly, the Recipient agrees that
this Agreement is made for the benefit of Aera and may be enforced by any
other person or entity to which a Party has assigned its rights hereunder in
connection with such person's or entity's participation in a possible
acquisition of all or a portion of the Property.
10. Compelled Disclosures. If Recipient or its Affiliates or their
Representatives are requested (by oral questions, written interrogatories,
requests for production, subpoena, investigative demand, or similar process)
to disclose any Confidential Information, Recipient shall provide Aera prompt
written notice of such request so the Aera may seek a protective order and/or
waive compliance with the obligations of this Agreement. In the absence of a
protective order or Waiver hereunder, if Recipient or its Affiliates or their
Representatives are, in the opinion of their legal counsel, compelled by law
(under penalty of contempt or other censure) to disclose Confidential
Information, Recipient or its Affiliates or their Representatives may then,
and only then, disclose only that portion of the Confidential Information
necessary to comply with the requirements of the law;
Page 4
provided, the Recipient and its Representatives shall take all practicable
measures to assure, to the extent possible, that confidential treatment is
given to any Confidential Information disclosed.
11. No Waiver. No failure or delay by either Party or its Affiliates in
exercising any right, power, or privilege hereunder shall operate as a waiver
thereof nor preclude exercise of any other or further right, power, or
privilege hereunder.
12. Notices. Any notice to a Party hereunder shall be sent to the
following addresses:
Aera Energy LLC
ATTN: Strategic Development Group
P.O. Box 11164
Bakersfield, CA 93389-1164
▇▇▇▇▇ Petroleum Company
ATTN: ▇▇▇▇ ▇▇▇▇▇▇▇
P. O. Bin X
Taft, CA 93268
13. Binding Nature/Controlling Law/Void Provisions/Counterparts. This
Agreement shall be binding on the Parties and their Representatives and
respective successors and assigns, and shall be construed and governed in
accordance with the laws of the State of California. Any provision of this
Agreement deemed void, invalid, or unenforceable by a court of competent
jurisdiction shall be stricken from this Agreement without effect on the
remaining provisions of this Agreement. This Agreement may be executed in
counterparts, each of which shall be considered an original for all purposes
and shall constitute one agreement.
Aera Energy LLC ▇▇▇▇▇ Petroleum Company
By: /s/ ▇. ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Attorney-in-Fact Vice President of Corporate Development
Date: November 13, 1998 November 17, 1998
Page 5
EXHIBIT "G"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY
FOR DAMAGES TO THE SUBJECT PROPERTIES
IN CONNECTION WITH SITE VISITS AND INVESTIGATION
SEE ATTACHED AGREEMENT FOR INDEMNIFICATION DATED NOVEMBER 17,
1998, EXECUTED BY ▇▇▇▇▇ PETROLEUM COMPANY.
EXHIBIT "G"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
AGREEMENT FOR INDEMNIFICATION AND RESPONSIBILITY
FOR DAMAGES TO THE SUBJECT PROPERTIES
IN CONNECTION WITH SITE VISITS AND INVESTIGATION
In consideration for Aera Energy LLC's ("Aera's") approval of a site visit
and physical investigation of the Placerita and Yowlumne Fields which are the
subject of that certain Purchase and Sale Agreement dated January 1, 1999,
and attachments thereto ("Subject Properties"), Recipient agrees as follows:
1. INDEMNIFICATION. To the fullest extent permitted by law, Recipient
shall indemnify, defend and hold harmless Aera, its Affiliates, as
applicable, and their respective officers, directors, employees, agents and
representatives (collectively "Aera's Representatives"), from any and all
losses, liabilities, costs and expenses (including, without limitation,
attorney's fees and expenses), liens or encumbrances for labor or materials,
claims and causes of action (herein collectively referred to as "Claims").
Including, without limitation, Claims for (i) any injury to or death of any
persons (including, without limitation, officers, directors, employees,
agents, consultants, legal and financial advisors and other representatives
of Recipient (collectively "Recipient's Representatives')]: (ii) damage to
property (including, without limitation, damage to the property of third
persons and the property of Recipient and Recipient's Representatives); or
(iii) damage to natural resources or environmental damages to, or associated
with, such properties caused by, occurring from or in association with,
arising out of, or resulting from the activities of Recipient and Recipients
Representatives in connection with said site visit and physical investigation
of the Subject Properties, even if such indemnified event is caused by the
negligence of Aera or Aera's Representatives, but not to the extent that any
such indemnified event or occurrence is caused by or the result of the gross
negligence or willful misconduct of Aera or its Affiliates. Aera and its
Affiliates, as applicable, shall have the right at all times to participate
in the preparation for and conducting of any hearing or trial related to this
indemnification provision, as well as the right to appear on its own behalf
or to retain separate counsel to represent itself at any such hearing or
trial.
2. RESPONSIBILITY FOR DAMAGES TO THE SUBJECT PROPERTIES. In addition to
the foregoing indemnification obligations, Recipient assumes full
responsibility for all damage to the Subject Properties and/or to operations
conducted by Aera, its
Page 1
Affiliates, or other operators associated with the Subject Properties which
is caused by, results from or arises out Of the activities of Recipient or
Recipient's Representatives in connection with said site visit and physical
investigation of the Subject Properties (including, without limitation,
environmental remediation and response costs and damages to natural resources
located on, in, under or above any real property which is part of or
associated with the Subject Properties) even if such damage is caused by,
results from, or arises out of the negligence of Aera, or its Affiliates, but
not to the extent such damage is caused by, results from, or arises out of
the gross negligence or willful misconduct of Aera or its Affiliates, as
applicable. Recipient shall immediately, upon Aera's and/or its Affiliates'
(as applicable) request, reimburse Aera and/or its Affiliates for all such
damages.
3. THIRD-PARTY BENEFICIARY. To the extent that any Affiliate of Aera owns
or holds an interest in any property included in the Subject Properties, such
an Affiliate is intended to be a third-party beneficiary to this Agreement
with all of the rights of Aera hereunder which such Affiliate may enforce
either alone or in conjunction with Aera or which Aera may enforce on behalf
of such Affiliate. For purposes of this Indemnification Agreement, an
"Affiliate" shall include and mean a party's "Parent Company" and "Affiliates
Companies"; and "Parent Company" and "Affiliated Companies" shall be defined
as follows: (i) a party's "Parent Company" shall mean an entity having a
'Controlling Interest' in such party, (ii) a party's "Affiliated Companies'
shall mean any and all entities in which the party or its Parent Company has
a direct or indirect "Controlling Interest"; and (iii) "Controlling
Interests" shall mean a legal or beneficial ownership of fifty percent (50)%)
or more of the voting stock or other voting rights in an entity.
AGREED TO AND ACCEPTED ON THIS 17 DAY OF November 1998.
RECIPIENT: ▇▇▇▇▇ PETROLEUM COMPANY
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Signature) s/s ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
(Typed Name)▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President of Corporate Development
Page 2
SCHEDULE "1(e)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
EASEMENTS, RIGHTS-OF-WAY, SURFACE LEASES, SERVITUDES AND
FRANCHISES:
None.
SCHEDULE "1(g)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
SALT WATER DISPOSAL AND WATER ▇▇▇▇▇
None.
SCHEDULE "1(h)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
FACILITIES
None.
SCHEDULE "1(i)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
EQUIPMENT
None.
SCHEDULE "1(j)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
EXCLUDED PERSONAL PROPERTY, INVENTORY,
AND OTHER PROPERTY
None.
SCHEDULE "9(b)"
To
PURCHASE AND SALE AGREEMENT
Between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
NOTICE OF RELEASE OF HAZARDOUS SUBSTANCES
Section 25359.7(a) of the California Health & Safety Code provides that:
(a) Any owner of nonresidential real property who knows, or has reasonable
cause to believe, that any release of hazardous substance has come to be
located on or beneath that real property shall, prior to the sale, lease, or
rental of the real property by that owner, give written notice of that
condition to the buyer, lessee, or renter of the real property.
In compliance with the above provision, Aera Energy LLC ("Aera") is providing
the following notice:
Routine Releases:
In the course of ▇▇▇▇'s routine oil field operations and activities, including,
without limitation, operations for the exploration, production, development,
treatment, storage and transportation of oil and gas, hazardous substances
are handled, used, processed and temporarily stored on the property. In
connection with these operations and activities, surface spills and other
releases of these substances, in less than reportable quantities, have
occurred in the past and will occur in the normal course of future operations
and activities. For example, some solvents and common oil and produced water
treatment chemicals are hazardous substances and are routinely present and
occasionally released in normal oil field operations on the property.
Additionally, in the course of Aera's routine drilling, completion, maintenance
and treatment of oil, gas, injection and water disposal ▇▇▇▇▇, hazardous
substances have been used or injected beneath the surface of the property and
will be used or injected in the normal course of future operations of this
nature. For example, some common well treatment chemicals are hazardous
substances and are routinely used to stimulate, increase or prolong oil and
gas production from the property. Under certain circumstances, the amount of
such substances used or injected beneath the surface of the property has
exceeded and will exceed reportable quantities and, depending on the
circumstances involved, some or all of such substances remain beneath the
surface of the property.
Reportable Releases
In addition to the routine releases described above, Aera knows or has
reasonable cause to believe, that the following releases of hazardous
substances in reportable quantities have come to be located on or beneath
the property:
No CERCLA Reportable Releases on the properties.
Non-Routine Releases
In addition to the routine and reportable releases described above, Aera knows
or has reasonable cause to believe, that the following releases of a material
amount of hazardous substances, in less than reportable quantities, have come to
be located on or beneath the property:
1. Caustic soda or soda ash solutions released in the immediate vicinity of
existing and previously installed and removed or idle SO2 scrubbers and
caustic storage tanks associated with the operation of steam generators.
2. Lubricating oil spills associated with compressor site and pump station
locations.
3. Hydrocarbon releases resulting in soils saturated with crude oil and non-
volatile hydrocarbons from various storage tanks, LACT stations, heater
treaters and other major facility sites.
For the purposes of this notice, the terms "hazardous substance" and "release"
shall be defined as provided in California Health and Safety Code Sections
25316, 25317, 25320 and 25321, and the term "reportable quantities" shall be
defined as provided in applicable federal and state laws and regulations for
any hazardous substances involved.
SCHEDULE "9(c)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
ROUTINE OIL AND PETROLEUM SPILLS AND RELEASES OF CHEMICAL
SUBSTANCES
(Excluding Hazardous Substances)
In the course of Aera Energy LLC's ("Aera's") routine oil field operations and
activities, including, without limitation, operations for the exploration,
production, development, treatment, storage and transportation of oil and
gas, spills of oil and petroleum and other chemical substances which are not
considered hazardous substances for purposes of the notice contained in
Schedule "9(b)," in less than quantities required to be reported have
occurred in the past and can be expected to occur in the normal course of
future operations and activities.
Reportable Oil and Petroleum Spills
In addition to the routine oil and petroleum spills described above, the
following is a listing of reports of oil spills made by Aera with respect to
the property which have been made available to Purchaser for review:
See attachment.
Consultants Reports
In addition to the routine oil and petroleum spills and releases of non-
hazardous chemical substances and list of reported oil spills described
above, the following is a list of consultant reports with respect to the
physical and environmental condition of the property which have been made
available to Purchaser for review:
None.
1996-1998 ARCO WESTERN ENERGY SPILL REPORTS
DATE FED
LEASE TIME LEASE TYPE OIL BBLS BBLS WATER IMPACT FAILURE
PLACERITA 10/28/97 YES leak 0 bbls 100 bbl water cource disposal
S31T4NR15W 100 hours water rec. 0 bbl well
failure
PLACERITA 10/30/97 YES Tank 0 bbls 850 bbl 800 production fiberglass
S31T4NR15W 1345 hours Rupture 50-dry creek tank
water rupture
SCHEDULE "13(d)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
AERA'S LITIGATION
Los Angeles County Tax Assessor's Appeals. Petition for Writ of Mandate filed
by the County of Los Angeles arising out of ▇▇▇▇'s appeal of valuations for
1991-1994 tax years. Additional appeals have been filed for the 1995, 1996,
1997 and 1998 tax years. These cases arise out of the Placerita property.
SCHEDULE "14(d)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
▇▇▇▇▇'▇ LITIGATION
None.
SCHEDULE "19(a)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
REPORT OF PROPERTY/WELL TRANSFER
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA ▇▇▇▇▇-▇▇▇▇▇▇ 1 03702330 31 4N 15W
PLACERITA COMMUNITY 3-1 03713417 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 1 03712669 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 2 03712670 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 3 03712671 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 4 03712672 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 5 03722305 31 4N 15W
PLACERITA GOODACRE 1 03702329 31 4N 15W
PLACERITA GPM 1 03713914 31 4N 15W
PLACERITA GPM 2 03713915 31 4N 15W
PLACERITA GPM 3 03713916 31 4N 15W
PLACERITA GPM 4 03713917 31 4N 15W
PLACERITA GPM 5 03722071 31 4N 15W
PLACERITA GPM 6 03713918 31 4N 15W
PLACERITA GPM 7 03713919 31 4N 15W
PLACERITA GPM 8 03713920 31 4N 15W
PLACERITA GPM 9 03713921 31 4N 15W
PLACERITA GPM 10 03713922 31 4N 15W
PLACERITA GPM 11 03706372 31 4N 15W
PLACERITA GPM 12 03713923 31 4N 15W
PLACERITA GPM 13 03713924 31 4N 15W
PLACERITA GPM 14 03713925 31 4N 15W
PLACERITA GPM 15 03713926 31 4N 15W
PLACERITA GPM 16 03713927 31 4N 15W
PLACERITA GPM 18 03713929 31 4N 15W
PLACERITA GPM 19 03713930 31 4N 15W
PLACERITA GPM 20 03713931 31 4N 15W
PLACERITA GPM 21 03713932 31 4N 15W
PLACERITA GPM 22 03713933 31 4N 15W
PLACERITA GPM 23 03713934 31 4N 15W
PLACERITA GPM 24 03713935 31 4N 15W
PLACERITA GPM 25 03713936 31 4N 15W
PLACERITA GPM 26 03713937 31 4N 15W
PLACERITA GPM 27 03713935 31 4N 15W
PLACERITA GPM 28 03713939 31 4N 15W
PLACERITA GPM 29 03713940 31 4N 15W
PLACERITA GPM 30 03713941 31 4N 15W
PLACERITA GPM 31 03713942 31 4N 15W
PLACERITA GPM 32 03713943 31 4N 15W
PLACERITA GPM 33 03713944 31 4N 15W
PLACERITA GPM 34 03713945 31 4N 15W
PLACERITA GPM 35 03713946 31 4N 15W
PLACERITA GPM 36 03713947 31 4N 15W
PLACERITA GPM 37 03706373 31 4N 15W
PLACERITA GPM 38 03713948 31 4N 15W
PLACERITA GPM 39 03700082 31 4N 15W
Page 1 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA GPM 40 03713949 31 4N 15W
PLACERITA GPM 41 03713950 31 4N 15W
PLACERITA GPM 42 03714197 31 4N 15W
PLACERITA GPM 43 03714198 31 4N 15W
PLACERITA GPM 44 03722371 31 4N 15W
PLACERITA GPM 45 03722372 31 4N 15W
PLACERITA GPM 46 03722373 31 4N 15W
PLACERITA GPM 47 03722374 31 4N 15W
PLACERITA GPM 48 03722375 31 4N 15W
PLACERITA GPM 49 03722701 31 4N 15W
PLACERITA GPM 50 03722702 31 4N 15W
PLACERITA GPM 12-8 03724049 31 4N 15W
PLACERITA GPM 12-9 03724050 31 4N 15W
PLACERITA GPM 13-9 03724052 31 4N 15W
PLACERITA GPM 5-15 03724015 31 4N 15W
PLACERITA GPM 6-12 03723543 31 4N 15W
PLACERITA GPM 6-14 03723526 31 4N 15W
PLACERITA GPM 6-15 03724021 31 4N 15W
PLACERITA GPM 7-11 03723544 31 4N 15W
PLACERITA GPM 7-12 03723545 31 4N 15W
PLACERITA GPM 7-13 03722968 31 4N 15W
PLACERITA GPM 7-14 03723537 31 4N 15W
PLACERITA GPM 7-15 03723284 31 4N 15W
PLACERITA GPM 8-11 03723546 31 4N 15W
PLACERITA GPM 8-12 03722969 31 4N 15W
PLACERITA GPM 8-13 03722970 31 4N 15W
PLACERITA GPM 8-14 03722971 31 4N 15W
PLACERITA GPM 8-16 03723271 31 4N 15W
PLACERITA GPM 9-11 03722972 31 4N 15W
PLACERITA GPM 9-12 03722973 31 4N 15W
PLACERITA GPM 9-13 03722974 31 4N 15W
PLACERITA GPM 9-14 03723251 31 4N 15W
PLACERITA GPM 9-15 03722960 31 4N 15W
PLACERITA GPM 9-16 03724022 31 4N 15W
PLACERITA GPM 10-11 03724023 31 4N 15W
PLACERITA GPM 10-12 03722975 31 4N 15W
PLACERITA GPM 10-13 03723252 31 4N 15W
PLACERITA GPM 10-15 03724024 31 4N 15W
PLACERITA GPM 11-11 03724018 31 4N 15W
PLACERITA GPM 11-12 03724025 31 4N 15W
PLACERITA GPM 11-13 03723253 31 4N 15W
PLACERITA GPM 11-14 03724026 31 4N 15W
PLACERITA GPM 11-15 03724019 31 4N 15W
PLACERITA GPM 11-16 03724032 31 4N 15W
PLACERITA GPM 12-10 03724020 31 4N 15W
PLACERITA GPM 12-11 03724051 31 4N 15W
PLACERITA GPM 13-10 03724053 31 4N 15W
PLACERITA GPM 14-10 03724054 31 4N 15W
PLACERITA GPM 9-15R 03723527 31 4N 15W
Page 2 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA GPM T06-15 03724167 31 4N 15W
PLACERITA GPM T09-16 03724163 31 4N 15W
PLACERITA GPM T012-9 03724164 31 4N 15W
PLACERITA HIGHWAY 2 03711712 31 4N 15W
PLACERITA HIGHWAY 3 03711713 31 4N 15W
PLACERITA HIGHWAY 6-22 03724110 31 4N 15W
PLACERITA HIGHWAY 7-22 03724112 31 4N 15W
PLACERITA HIGHWAY 7-23 03724113 31 4N 15W
PLACERITA HIGHWAY 8-22 03724114 31 4N 15W
PLACERITA HIGHWAY 9-22 03724115 31 4N 15W
PLACERITA HIGHWAY 9-23 03724102 31 4N 15W
PLACERITA HIGHWAY 10-22 03724116 31 4N 15W
PLACERITA HIGHWAY 11-22 03724117 31 4N 15W
PLACERITA INDIAN-KRAFT 1 03714151 31 4N 15W
PLACERITA INDIAN-PLACERITA 2 03714158 31 4N 15W
PLACERITA INDIAN-PLACERITA 3 03714159 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 1 03714272 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 2 03714273 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 3 03714274 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 4 03714275 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 5 03714276 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 6 03714277 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 6-23 03722959 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇ 11-22 03723282 31 4N 15W
PLACERITA KPM 1 03712661 31 4N 15W
PLACERITA KPM 1 03714161 31 4N 15W
PLACERITA KPM 2 03714162 31 4N 15W
PLACERITA KPM 3 03714163 31 4N 15W
PLACERITA KPM 4 03714164 31 4N 15W
PLACERITA KPM 5 03714165 31 4N 15W
PLACERITA KPM 6 03714166 31 4N 15W
PLACERITA KPM 7 03714167 31 4N 15W
PLACERITA KPM 8 03714168 31 4N 15W
PLACERITA KPM 9 03714169 31 4N 15W
PLACERITA KPM 10 03714170 31 4N 15W
PLACERITA KPM 11 03714171 31 4N 15W
PLACERITA KPM 12 03714172 31 4N 15W
PLACERITA KPM 13 03714173 31 4N 15W
PLACERITA KPM 14 03714174 31 4N 15W
PLACERITA KPM 16 03714175 31 4N 15W
PLACERITA KPM 17 03714176 31 4N 15W
PLACERITA KPM 18 03714177 31 4N 15W
PLACERITA KPM 19 03714178 31 4N 15W
PLACERITA KPM 20 03714179 31 4N 15W
PLACERITA KPM 21 03714180 31 4N 15W
PLACERITA KPM 22 03714181 31 4N 15W
PLACERITA KPM 23 03714182 31 4N 15W
PLACERITA KPM 24 03714183 31 4N 15W
PLACERITA KPM 12-12 03724027 31 4N 15W
Page 3 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KPM 12-13 03724029 31 4N 15W
PLACERITA KPM 12-14 03724028 31 4N 15W
PLACERITA KPM 12-15 03724041 31 4N 15W
PLACERITA KPM 13-11 03724042 31 4N 15W
PLACERITA KPM 13-12 03724043 31 4N 15W
PLACERITA KPM 13-13 03722963 31 4N 15W
PLACERITA KPM 13-14 03724044 31 4N 15W
PLACERITA KPM 13-15 03724045 31 4N 15W
PLACERITA KPM 13-16 03724046 31 4N 15W
PLACERITA KPM 14-12 03724047 31 4N 15W
PLACERITA KPM 14-14 03724048 31 4N 15W
PLACERITA KPM TO12-13 03724165 31 4N 15W
PLACERITA KRAFT 1 03714184 31 4N 15W
PLACERITA KRAFT 2 03714185 31 4N 15W
PLACERITA KRAFT 3 03714186 31 4N 15W
PLACERITA KRAFT 4 03714187 31 4N 15W
PLACERITA KRAFT 6 03714189 31 4N 15W
PLACERITA KRAFT 7 03714190 31 4N 15W
PLACERITA KRAFT 8 03714191 31 4N 15W
PLACERITA KRAFT 9 03714192 31 4N 15W
PLACERITA KRAFT 10 03714193 31 4N 15W
PLACERITA KRAFT 11 03714194 31 4N 15W
PLACERITA KRAFT 12 03714196 31 4N 15W
PLACERITA KRAFT 13 03713482 31 4N 15W
PLACERITA KRAFT 14 03713483 31 4N 15W
PLACERITA KRAFT 15 03713484 31 4N 15W
PLACERITA KRAFT 16 03713486 31 4N 15W
PLACERITA KRAFT 17 03713487 31 4N 15W
PLACERITA KRAFT 18 03713488 31 4N 15W
PLACERITA KRAFT 19 03713489 31 4N 15W
PLACERITA KRAFT 20 03713490 31 4N 15W
PLACERITA KRAFT 21 03713491 31 4N 15W
PLACERITA KRAFT 22 03713492 31 4N 15W
PLACERITA KRAFT 23 03713493 31 4N 15W
PLACERITA KRAFT 24 03717652 31 4N 15W
PLACERITA KRAFT 25 03713494 31 4N 15W
PLACERITA KRAFT 26 03713495 31 4N 15W
PLACERITA KRAFT 27 03708272 31 4N 15W
PLACERITA KRAFT 28 03713496 31 4N 15W
PLACERITA KRAFT 29 03713497 31 4N 15W
PLACERITA KRAFT 30 03713498 31 4N 15W
PLACERITA KRAFT 31 03713499 31 4N 15W
PLACERITA KRAFT 32 03700334 31 4N 15W
PLACERITA KRAFT 33 03713500 31 4N 15W
PLACERITA KRAFT 34 03714251 31 4N 15W
PLACERITA KRAFT 35 03714252 31 4N 15W
PLACERITA KRAFT 36 03714253 31 4N 15W
PLACERITA KRAFT 37 03714254 31 4N 15W
PLACERITA KRAFT 38 03714255 31 4N 15W
Page 4 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KRAFT 39 03714256 31 4N 15W
PLACERITA KRAFT 41 03700084 31 4N 15W
PLACERITA KRAFT 43 03722704 31 4N 15W
PLACERITA KRAFT 44 03722705 31 4N 15W
PLACERITA KRAFT 31R 03724037 31 4N 15W
PLACERITA KRAFT 11-A 03714195 31 4N 15W
PLACERITA KRAFT 12-A 03713481 31 4N 15W
PLACERITA KRAFT 15-A 03713485 31 4N 15W
PLACERITA KRAFT 5-17 03723547 31 4N 15W
PLACERITA KRAFT 5-19 03723548 31 4N 15W
PLACERITA KRAFT 5-21 03724106 31 4N 15W
PLACERITA KRAFT 6-16 03724016 31 4N 15W
PLACERITA KRAFT 6-17 03724006 31 4N 15W
PLACERITA KRAFT 6-19 03723286 31 4N 15W
PLACERITA KRAFT 6-20 03723549 31 4N 15W
PLACERITA KRAFT 6-21 03724120 31 4N 15W
PLACERITA KRAFT 7-16 03723285 31 4N 15W
PLACERITA KRAFT 7-17 03724007 31 4N 15W
PLACERITA KRAFT 7-18 03724008 31 4N 15W
PLACERITA KRAFT 7-19 03723550 31 4N 15W
PLACERITA KRAFT 7-20 03724000 31 4N 15W
PLACERITA KRAFT 7-21 03724011 31 4N 15W
PLACERITA KRAFT 8-17 03724009 31 4N 15W
PLACERITA KRAFT 8-18 03723293 31 4N 15W
PLACERITA KRAFT 8-19 03723290 31 4N 15W
PLACERITA KRAFT 8-20 03724001 31 4N 15W
PLACERITA KRAFT 8-21 03724121 31 4N 15W
PLACERITA KRAFT 9-17 03724012 31 4N 15W
PLACERITA KRAFT 9-18 03723292 31 4N 15W
PLACERITA KRAFT 9-19 03723288 31 4N 15W
PLACERITA KRAFT 9-20 03724003 31 4N 15W
PLACERITA KRAFT 9-21 03722961 31 4N 15W
PLACERITA KRAFT 10-16 03724017 31 4N 15W
PLACERITA KRAFT 10-17 03724055 31 4N 15W
PLACERITA KRAFT 10-18 03723291 31 4N 15W
PLACERITA KRAFT 10-19 03724004 31 4N 15W
PLACERITA KRAFT 10-20 03723289 31 4N 15W
PLACERITA KRAFT 10-21 03724122 31 4N 15W
PLACERITA KRAFT 11-17 03724056 31 4N 15W
PLACERITA KRAFT 11-18 03724057 31 4N 15W
PLACERITA KRAFT 11-19 03724005 31 4N 15W
PLACERITA KRAFT 11-20 03724058 31 4N 15W
PLACERITA KRAFT 11-21 03724107 31 4N 15W
PLACERITA KRAFT 12-16 03724059 31 4N 15W
PLACERITA KRAFT 12-17 03724060 31 4N 15W
PLACERITA KRAFT 12-18 03724061 31 4N 15W
PLACERITA KRAFT 12-19 03724062 31 4N 15W
PLACERITA KRAFT 12-20 03724063 31 4N 15W
PLACERITA KRAFT 12-21 03724123 31 4N 15W
Page 5 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA KRAFT 13-17 03724064 31 4N 15W
PLACERITA KRAFT 13-18 03724065 31 4N 15W
PLACERITA KRAFT 13-19 03724066 31 4N 15W
PLACERITA KRAFT 14-16 03724067 31 4N 15W
PLACERITA KRAFT 9-18I 03724002 31 4N 15W
PLACERITA KRAFT-HIGHWAY 1 03712683 31 4N 15W
PLACERITA MIDNIGHT 1 03702331 31 4N 15W
PLACERITA NEWHALL 1 03711714 31 4N 15W
PLACERITA NEWHALL 4 03707985 31 4N 15W
PLACERITA NEWHALL 5 03700073 31 4N 15W
PLACERITA NORTH PLACERITA 7 03724161 31 4N 15W
PLACERITA ▇▇▇▇▇ 1 03713319 31 4N 15W
PLACERITA ▇▇▇▇▇ 2 03713320 31 4N 15W
PLACERITA ▇▇▇▇▇ 3 03713321 31 4N 15W
PLACERITA ▇▇▇▇▇ 4 03713322 31 4N 15W
PLACERITA ▇▇▇▇▇ 5 03713323 31 4N 15W
PLACERITA ▇▇▇▇▇ 6 03713324 31 4N 15W
PLACERITA ▇▇▇▇▇ 7 03713325 31 4N 15W
PLACERITA ▇▇▇▇▇ 8 03713326 31 4N 15W
PLACERITA ▇▇▇▇▇ 9 03716558 31 4N 15W
PLACERITA ▇▇▇▇▇ 10 03713327 31 4N 15W
PLACERITA ▇▇▇▇▇ 11 03713328 31 4N 15W
PLACERITA ▇▇▇▇▇ 12 03713329 31 4N 15W
PLACERITA ▇▇▇▇▇ 13 03713330 31 4N 15W
PLACERITA ▇▇▇▇▇ 14 03721367 31 4N 15W
PLACERITA ▇▇▇▇▇ 15 03721368 31 4N 15W
PLACERITA ▇▇▇▇▇ 16 03713331 31 4N 15W
PLACERITA ▇▇▇▇▇ 17 03721693 31 4N 15W
PLACERITA ▇▇▇▇▇ 18 03721694 31 4N 15W
PLACERITA ▇▇▇▇▇ 19 03721695 31 4N 15W
PLACERITA ▇▇▇▇▇ 4-A 03721692 31 4N 15W
PLACERITA ▇▇▇▇▇ 6-7 03723539 31 4N 15W
PLACERITA ▇▇▇▇▇ 7-8 03723531 31 4N 15W
PLACERITA ▇▇▇▇▇ 7-A 03721366 31 4N 15W
PLACERITA ▇▇▇▇▇ 8-7 03723536 31 4N 15W
PLACERITA ▇▇▇▇▇ 9-6 03723540 31 4N 15W
PLACERITA ▇▇▇▇▇ 9-7 03723534 31 4N 15W
PLACERITA ▇▇▇▇▇ 9-8 03723535 31 4N 15W
PLACERITA ▇▇▇▇▇ T-1 03722329 31 4N 15W
PLACERITA ▇▇▇▇▇ T-2 03722345 31 4N 15W
PLACERITA ▇▇▇▇▇ T-3 03722712 31 4N 15W
PLACERITA ▇▇▇▇▇ T-4 03722713 31 4N 15W
PLACERITA ▇▇▇▇▇ T-5 03722714 31 4N 15W
PLACERITA ▇▇▇▇▇ T-6 03722715 31 4N 15W
PLACERITA ▇▇▇▇▇ T-7 03722716 31 4N 15W
PLACERITA ▇▇▇▇▇ T-8 03722717 31 4N 15W
PLACERITA ▇▇▇▇▇ T-9 03722718 31 4N 15W
PLACERITA ▇▇▇▇▇ 10-7 03723541 31 4N 15W
Page 6 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA ▇▇▇▇▇ 10-9 03724013 31 4N 15W
PLACERITA ▇▇▇▇▇ 11-7 03723542 31 4N 15W
PLACERITA ▇▇▇▇▇ 11-8 03724069 31 4N 15W
PLACERITA ▇▇▇▇▇ 7-10 03723528 31 4N 15W
PLACERITA ▇▇▇▇▇ 8-10 03723529 31 4N 15W
PLACERITA ▇▇▇▇▇ 9-10 03723532 31 4N 15W
PLACERITA ▇▇▇▇▇ T-10 03722719 31 4N 15W
PLACERITA ▇▇▇▇▇ T-11 03722720 31 4N 15W
PLACERITA ▇▇▇▇▇ T-12 03722721 31 4N 15W
PLACERITA ▇▇▇▇▇ T-13 03722927 31 4N 15W
PLACERITA ▇▇▇▇▇ T-14 03722928 31 4N 15W
PLACERITA ▇▇▇▇▇ T-15 03722929 31 4N 15W
PLACERITA ▇▇▇▇▇ T-16 03722930 31 4N 15W
PLACERITA ▇▇▇▇▇ T-17 03722931 31 4N 15W
PLACERITA ▇▇▇▇▇ T-18 03722932 31 4N 15W
PLACERITA ▇▇▇▇▇ T-19 03722933 31 4N 15W
PLACERITA ▇▇▇▇▇ T-20 03722934 31 4N 15W
PLACERITA ▇▇▇▇▇ T-21 03722935 31 4N 15W
PLACERITA ▇▇▇▇▇ T-2R 03724038 31 4N 15W
PLACERITA ▇▇▇▇▇ 10-10 03723533 31 4N 15W
PLACERITA ▇▇▇▇▇ 11-10 03724014 31 4N 15W
PLACERITA ▇▇▇▇▇ TO8-7 03724162 31 4N 15W
PLACERITA ▇▇▇▇▇▇ 1 03713413 31 4N 15W
PLACERITA ▇▇▇▇▇▇ 2 03713414 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 1 03713416 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 3 03713415 31 4N 15W
PLACERITA COMMUNITY 3 03714278 31 4N 15W
PLACERITA COMMUNITY 4 03714279 31 4N 15W
PLACERITA COMMUNITY 5 03714280 31 4N 15W
PLACERITA COMMUNITY 6 03714281 31 4N 15W
PLACERITA COMMUNITY 7 03714282 31 4N 15W
PLACERITA COMMUNITY 8 03714283 31 4N 15W
PLACERITA COMMUNITY 9 03714284 31 4N 15W
PLACERITA COMMUNITY 10 03714285 31 4N 15W
PLACERITA ▇▇▇▇▇ 4 03724030 36 4N 16W
PLACERITA ▇▇▇▇▇ ▇▇-1 03723530 36 4N 16W
PLACERITA ▇▇▇▇▇ ▇▇-2 03723256 36 4N 16W
PLACERITA ▇▇▇▇▇ ▇▇-3 03723257 36 4N 16W
PLACERITA RAE 1 03714286 31 4N 15W
PLACERITA RAE 2 03714287 31 4N 15W
PLACERITA RAE 3 03714288 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 1 03724033 25 4N 16W
PLACERITA ▇▇▇▇▇▇▇▇ 3 03723283 25 4N 16W
PLACERITA ▇▇▇▇▇▇▇▇ 4 03724198 25 4N 16W
PLACERITA ▇▇▇▇▇▇▇▇ 1 03712677 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 2 03712678 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 3 03712679 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 4 03712680 31 4N 15W
Page 7 of 8
ARCO WESTERN ENERGY ▇▇▇▇▇ IN PLACERITA
Field Lease Well API Number Sec Twn Rge
PLACERITA ▇▇▇▇▇▇▇▇ 5 03712681 31 4N 15W
PLACERITA ▇▇▇▇▇▇▇▇ 6 03712682 31 4N 15W
PLACERITA WF 1 03714289 31 4N 15W
PLACERITA WF 2 03714290 31 4N 15W
PLACERITA WF 3 03714291 31 4N 15W
PLACERITA WF 4 03714292 31 4N 15W
PLACERITA WF 5 03714293 31 4N 15W
PLACERITA WF 6 03714294 31 4N 15W
PLACERITA WF 7 03714295 31 4N 15W
PLACERITA WF 8 03714296 31 4N 15W
PLACERITA WF 9 03714297 31 4N 15W
PLACERITA WF 10 03714298 31 4N 15W
PLACERITA WF 11 03714299 31 4N 15W
PLACERITA WF 12 03714300 31 4N 15W
PLACERITA WF 13 03714301 31 4N 15W
PLACERITA WF 14 03714302 31 4N 15W
PLACERITA WF 15 03714303 31 4N 15W
PLACERITA WF 16 03714304 31 4N 15W
PLACERITA WF 21 03714305 31 4N 15W
PLACERITA WF 35 03714306 31 4N 15W
PLACERITA WF 39 03722048 31 4N 15W
PLACERITA WF 40 03722348 31 4N 15W
PLACERITA WF 41 03722369 31 4N 15W
PLACERITA WF 42 03722370 31 4N 15W
PLACERITA WF 6-5 03724155 31 4N 15W
PLACERITA WF 8-3 03724156 31 4N 15W
PLACERITA WF 8-5 03724157 31 4N 15W
PLACERITA WF 9-4 03723255 31 4N 15W
PLACERITA WF 9-5 03723538 31 4N 15W
PLACERITA WF 10-4 03724159 31 4N 15W
PLACERITA WF 5-10 03722962 31 4N 15W
PLACERITA WF 9-41 03724158 31 4N 15W
PLACERITA WF TO11 03724166 32 4N 15W
Page 8 of 8
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH RANGE 15 WEST. SBBM
SECTION 31: NE/4, SW/4, S/2, NE/4, NW/4, SE/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 2, LOT 3, LOT 14, LOT 15, NE NW
SECTION 32: E/2 LOT 1, E/2 LOT 3, SE SW & LOT 8.
TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM
SECTION 30: W/2 NE/4 NW/4 NE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM
SECTION 25: LOTS 1 AND 2.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: LOT 2 IN FRACTIONAL SECTION 30,
S. B. B. &M. ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE
DISTRICT LAND OFFICE MARCH 29, 1877 EXCEPT THEREFROM THAT PORTION
OF SAID LAND DEEDED TO THE CITY OF LOS ANGELES BY DEED RECORDED
DECEMBER 22, 1965 AS INSTRUMENT NO. 524 IN
BOOK D3153, PAGE 582, OF OFFICIAL RECORDS.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT I IN FRACTIONAL SECTION 30,
S.B.B.&M. EXCEPT THAT PORTION INCLUDED WITHIN THE LINES OF THE
305 FOOT WIDE STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES
BY DEED RECORDED ON OCTOBER 19. 1965 AS DOCUMENT NO. 758, IN BOOK
D-3085, PAGE 602 OFFICIAL RECORDS.
TOWNSHIP 4 NORTH, RANGE 16 WEST, SBBM
SECTION 25: LOTS 3 AND 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT 3, EXCEPT
THE EAST 330 FEET OF THE NORTH 660 FEET THEREOF.
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4,
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4,
ALL OF THE SW/4 SE/4, EXCEPT THEREFROM THAT PORTION
DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST
CORNER OF THE SOUTHEAST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30, THENCE
WEST 396 FEET; THENCE SOUTH 330 FEET, THENCE EAST 132 FEET, THENCE SOUTH
330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET, TO THE POB.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 51 AND 52 OF TRACT 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 12.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 11.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: ALL OF LOT 3, EXCEPT THE EAST 330 FEET
OF THE NORTH 660 FEET THEREOF.
ALL OF THE NE/4 SW/4, EXCEPT THE W/2 NE/4 NW/4 NE/4 SW/4.
ALL OF THE NW/4 SE/4, EXCEPT THE W/2 SE/4 NE/4 NW/4 SE/4,
ALL OF THE SW/4 SE, EXCEPT THEREFROM THAT PORTION DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF THE SOUTEAST QUARTER OF THE
SOUTHWEST QUARTER OF THE SOUTHEAST QUARTER OF SAID SECTION 30,
THENCE WEST 396 FEET, THENCE SOUTH 330 FEET, THENCE EAST 132 FEET,
THENCE SOUTH 330 FEET, THENCE EAST 264 FEET, THENCE NORTH 660 FEET,
TO THE POINT OF BEGINNING.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31, TRACT 10699, LOTS 17, 44 AND 49.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: PTN LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTlON 31: PTN LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943. LOT 1.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 1.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOTS 28 AND 29.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOTS 28 AND 29.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 18, 20 AND PTN LOT 19.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: VARIOUS LOTS IN TRACT 10699 AND TRACT 9943.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 6, 7, 31, 47 & 48.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 55 AND 56 OF TRACT 10669,
LOT 27 OF TRACT 9943 AND PORTION OF SECTIONAL LOT 6.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 13, 14 AND 27.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 46.
Page 1 of 3
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699. LOT 24.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 8.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 9 AND 10.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOT 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST SBBM
SECTION 31: TRACT 10699, LOTS 25 AND 26.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6 WHICH LIES WESTERLY
OF THE WESTERLY LINE AND NORTHERLY PROLONGATION OF TRACT 10699,
AS MORE FULLY DESCRIBED IN MAP RECORDED IN BK 165, PGS 36 & 37
OF MAPS IN THE LOS ANGELES COUNTY RECORDER'S OFFICE;
EXCEPTING THEREFROM THE SOUTHERLY 180 FEET THEREOF;
LIMITED TO DEPTHS FROM 500 FT. SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMENT LOT 6, TRACT 10699, LOTS 3, 40 AND 41:
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: GOVERNMPNT LOT 6, TRACT 10699, LOTS 1, 2, 35, 36:
THE SOUTHERLY 180 FT OF THAT PORTION OF GOV'T LOT 6
WHICH LIES WESTERLY OF THE WESTERLY LINE AND
NORTHERLY PROLONGATION OF TR 10699, AS MORE FULLY
DESCRIBED IN MAP RECORDED IN BK 165 PGS 36 & 37 OF MAPS IN THE LOS
ANGELES COUNTY RECORDER'S OFFICE;
LIMITED TO DEPTHS FROM 1500 FT SUBSURFACE TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 5 OF TRACT NO 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 18 OF TRACT 9943.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 28 OF TRACT NO. 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 50 TRACT 10699.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT NO 10699, LOTS 15, 16 AND 22.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 10699, LOTS 2 AND 3.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943, LOT 4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: PARCEL 1: LOTS 15,16, 30, 31 AND 32 OF TRACT NO. 9943,
AS PER MAP RECORDED IN BK 167, PGS 32 AND 33 OF MAPS;
PARCEL 2: THAT PORTION OF LOT I 9 OF TR NO 9943, AS PER MAP
RECORDED IN BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A
STRAIGHT LINE PASSING THROUGH THE NE CORNER AND THE SW CORNER OF LOT 19;
PARCEL 3: THAT PORTION OF LOT 33 OF TRACT NO 9943 AS PER MAP RECORDED IN
BK 167 PGS 32 AND 33 OF MAPS, LYING WESTERLY OF A STRAIGHT LINE PASSING
THROUGH THE NE CORNER AND THE SW CORNER OF LOT 33;
PARCEL 4: THAT PORTION OF LOT 7 LYING NORTH OF THE NORTH LINE OF
TRACT NO 9943, AS PER MAP RECORDED IN BK 167 PGS 32 AND 33, WHICH LIES
WESTERLY OF THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO
THE STATE OF CALIFORNIA. RECORDED IN BK 15650, PAGE 38.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 30: SE/4 SW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: W/2 LOT 9, ALL OF LOT 10, EXCEPTING THEREFROM 10 ACRES
OF LAND CONVEYED TO THE CITY OF LOS ANGELES FOR
AQUEDUCT PURPOSES BY DEED RECORDED IN BOOK 3703, PAGE 239, DEED
RECORDS OF LOS ANGELES COUNTY CALIFORNIA; ALSO EXCEPTING
THEREFROM ANY PORTION OF SAID LOT 10
LYING WITHIN THE LINES OF TRACT NO. 10699 AS PER MAP RECORDED
IN BOOK 165, PAGES 36 AND 37 OF MAPS, LOS ANGELES COUNTY, CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: SE/4 NW/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 53 & 54 OF TRACT 10699.
TOWNSHIP 4 NORTH, RANGE WEST, SBBM
SECTION 31: LOT 14 AND NE/4 NW/4.
Page 2 of 3
LEGAL DESCRIPTIONS
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: E/2 LOT 9, E/2 LOT 12 AND LOT 8,
EXCEPTING THEREFROM THOSE PORTIONS OF LOTS 8, 9 AND 12
DEEDED TO THE STATE OF CALIFORNIA FOR FREEWAY,
FROM THE SURFACE DOWN TO 500 FEET AS DESCRIBED IN GRANT DEED
DATED OCTOBER 18, 1968, RECORDED IN BOOK 4328, PAGE 885,
OFFICIAL RECORDS, LOS ANGELES COUNTY, CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: TRACT 9943 LOT 5, IN THE COUNTY OF LOS ANGELES,
STATE OF CALIFORNIA AS PER MAP THEREOF RECORDED IN
BOOK 167 PAGES 32 AND 33 OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 14 & 17 OF TRACT 9943, AND LOTS 3, 39, 40, 41, 42 & 43
OF TRACT 10699 AS PER MAP RECORDED IN BOOK 165, PGS 36 & 37
OF MAPS OF THE OFFICIAL RECORDS OF LOS ANGELES
COUNTY, CALIF, AND RIGHT OF INGRESS AND EGRESS OVER AND UPON
AND ACROSS THE EASTERLY 24' OF LOTS 2 & 35,
TRACT 10699, IN THE COUNTY OF LOS ANGELES, STATE OF CALIF, BK 165,
PGS 36 & 37 OF MAPS OF THE OFFICIAL RECORDS AND AS RESERVED IN
DEED RECORDED IN BK 3713, PG 970 OF LOS ANGELES COUNTY RECORDS.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 3, 40 & 41 OF TRACT 10699, IN THE COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BK 165, PGS 36 & 37 OF MAPS, IN THE OFFICE OF THE
LOS ANGELES COUNTY RECORDER, LIMITED TO DEPTHS BELOW 1500 FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: THAT PORTION OF GOVERNMENT LOT 6
WHICH LIES WESTERLY OF THE WESTERLY LINE AND NORTHERLY
PROLONGATION OF TRACT 10699, AS MORE FULLY DESCRIBED IN MAP
RECORDED IN BK 165, PGS 36 & 37 OF MAPS IN THE LOS ANGELES
COUNTY RECORDER'S OFFICE; EXCEPTING THEREFROM THE SOUTHERLY
180 FT THEREOF; LIMITED TO DEPTHS FROM 500 FT SUBSURFACE
TO ALL DEPTHS BELOW.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: N/2 NE/4 SE/4.
TOWNSHIP 4 NORTH, RANGE 15 WEST,_SBBM
SECTION 30: COMMENCING AT THE SE CORNER OF SECTION 30,
THENCE WEST A DISTANCE OF 924 FT TO THE TRUE POB;
THENCE N 330', THENCE W 132', THENCE N 330', THENCE W 660',
THENCE S 330', THENCE E 132', THENCE S 330', THENCE E 660' TO THE POB.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION: 31 LOTS 1, 2, 35 & 36 OF TRACT 10699,
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS, IN
THE OFFICE OF LOS ANGELES COUNTY RECORDER,
AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6, SECTION 31, T4N-R15W,
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE
100' ROW OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS,
LIMITED TO DEPTHS FROM 500 FT TO 1500 FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 3, 40 AND 41 OF TRACT 10699,
IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
AS PER MAP RECORDED IN BK 165, PGS 36 & 37 OF MAPS. IN THE
OFFICE OF THE LOS ANGELES COUNTY RECORDER,
LIMITED TO DEPTHS FROM THE SURFACE TO 15OO FT.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOT 14 AND 17 OF TRACT 9943, AS PER
MAP RECORDED IN BK 154, PGS 35 & 36
OF MAPS 0F THE OFFICIAL RECORDS OF LOS ANGELES CO., CALIFORNIA.
AND, GOV'T LOTS 4, 5, 6 & 7 IN THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.
TOWNSHIP 4 NORTH, RANGE 15 WEST, SBBM
SECTION 31: LOTS 1, 2, 35 & 36 OF TRACT 10699 IN THE COUNTY
OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED
IN BK 165, PGS 36 & 37 OF MAPS IN THE OFFICE OF LOS ANGELES
COUNTY RECORDER, AND THE SOUTHERLY 180' OF GOVERNMENT LOT 6
WHICH LIES EASTERLY OF THE EASTERLY LINE OF THE 100' ROW
OF THE LOS ANGELES CITY AQUEDUCT, DESCRIBED IN DEED
TO THE CITY OF LOS ANGELES, RECORDED IN BK 3703, PG 239 OF DEEDS,
LIMITED TO DEPTHS BELOW 1500 FT.
Page 3 of 3
REPORT OF PROPERTY/WELL TRANSFER OR ACQUISITION
(To be completed by old and new operators)
Please complete and return this form to the: January 25, 1999
(date)
Division of Oil, Gas, and Geothermal Resources
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Effective date of transfer / acquisition December 31, 1998,
date of possession January 1, 1999.,
(if different)
Aera Energy LLC transferred
(old operator)
the following ▇▇▇▇▇ to ▇▇▇▇▇ Petroleum Company.
(new operator)
NOTE: Pursuant to Section 3202 of the Public Resources Code, before ▇▇▇▇▇
will be transferred, the new operator must provide proper bond coverage
and well information for all transferred active, idle, and/or plugged and
abandoned ▇▇▇▇▇. (If additional space is needed, use separate sheets.)
_____________________________________________________________________________
Well Designation Field or County Sec. T. R. API Number
____________________________________________________________________________
See Attached______________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
Legal description of the land where the well(s) is (are) located: _____
See Attached____________________________________________________________
_________________________________________________________________________
________________________________________________________________________
Aera Energy LLC__________ ▇▇▇▇▇ Petroleum Company________
(name of old operator) (name of new operator)
P.O. Box 11164 P.O. Bin X _____________________
(address) (address)
Bakersfield, CA 93389-1164 ▇▇▇▇, CA 93268
Phone (▇▇▇) ▇▇▇-▇▇▇▇____________________Phone (▇▇▇) ▇▇▇-▇▇▇▇ __________
By_______________________ By _______________________
(signature) (date) (signature) (date)
▇. ▇. ▇▇▇▇▇▇▇▇▇, Agent ▇▇▇▇▇▇ ▇▇▇▇▇▇, Agent
(printed name) (title) (printed name) (title)
OG30A (3/98)
SCHEDULE "19(b)"
to
PURCHASE AND SALE AGREEMENT
between
AERA ENERGY LLC AND ▇▇▇▇▇ PETROLEUM COMPANY
SUSPENSE ITEMS
See attached.
REV269.WELL ARCO WESTERN ENERGY (FOR AERA)
BEGINNING SALE DATE: 01/01/71 COMPLETE SUSPENSE REVIEW BY WELL
ENDING SALE ▇▇▇▇: 12/31/98
WELL/OWNER ▇▇▇▇ ▇▇▇▇▇ COMP NET
WELL: 001901 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
Owner: 1328 ▇▇▇▇▇ ▇▇▇▇
Product Total 0.00
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Owner: 1503 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Product Total 0 126.88- 1702.61- 0.00 1702.61-
Owner Total 126.88- 1702.61- 0.00 1702.61-
Owner: 3749 ▇▇▇▇▇▇▇ ▇ &
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 126.88- 1702.61- 0.00 1702.61-
Well: 001902 King ▇▇▇▇▇ ▇▇▇▇▇
Owner: 1503 ▇▇▇▇▇▇▇▇▇▇ August
Product Total 0 8.71- 121.27- 0.00 121.27-
Owner Total 8.71- 121.27- 0.00 121.27-
Owner: 3749 ▇▇▇▇▇▇▇ ▇ &
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 8.71- 121.27- 0.00 121.27-
Well: 001904 ▇▇▇ ▇▇▇▇▇
Owner: 2926 ▇▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 0.00 0.00 43.64 43.64-
Owner Total 0.00 0.00 43.64 43.64-
Owner: 3192 ▇▇▇▇▇ ▇▇▇▇▇▇▇
Product Total 0 983.59 12766.82 481.49 12285.33
Owner Total 983.59 12766.82 481.49 12285.33
Well Total 983.59 12766.82 525.13 12241.69
Well: 001930 GPM/Kraft Line ▇▇▇▇▇
Owner: 3192 ▇▇▇▇▇ ▇▇▇▇▇▇▇
Product Total 0 67.14 827.01 0.72 826.29
Product Total NP 0.00 2.20 0.00 2.20
Owner Total 67.14 829.21 0.72 828.49
Owner: 3749 ▇▇▇▇▇▇▇ ▇ &
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 67.14 829.21 0.72 828.49
Well: 001931 GPM/▇▇▇▇▇ LINE ▇▇▇▇▇
Owner: 3749 ▇▇▇▇▇▇▇ ▇ &
▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Well: 001931 GPM/▇▇▇▇▇ LINE ▇▇▇▇▇
Product Total 0 0.00 0.00 0.00 0.00
Owner Total 0.00 0.00 0.00 0.00
Well Total 0.00 0.00 0.00 0.00
Well: 001934 Highway
Owner: 1094 ▇▇▇▇▇▇ ▇ ▇▇▇▇▇
MD Medical Corp
Product Total 0 6.70 85.03 27.70 57.33
Owner Total 6.70 85.03 27.70 57.33
Owner: 1213 Bank of CA &
▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Product Total 0 112.37 1384.21 20.49 1363.72
Owner Total 112.37 1384.21 20.49 1363.72
Owner: 1601 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇
Product Total 0 38.72 477.50 7.08 470.42
Owner Total 38.72 477.50 7.08 470.42
Owner: 1720 E ▇▇▇▇ ▇▇▇▇▇▇
Product Total 0 27.89 359.55 6.84 352.71
Owner Total 27.89 359.55 6.84 352.71
Owner: 1899 ▇▇▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 1024.70 12637.07 189.02 12448.05
Owner Total 1024.70 12637.07 189.02 12448.05
Owner: 2059 ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇
Product Total 0 348.32 4295.47 64.31 4231.16
Owner Total 348.32 4295.47 64.31 4231.16
Owner: 2308 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Product Total 0 12.89 103.51 24.97 78.54
Owner Total 12.89 103.51 24.97 78.54
Owner: 2334 ▇▇▇▇▇ ▇ ▇▇▇▇▇ TRE
Product Total 0 28.72- 396.01- 2.90 398.91-
Owner Total 28.72- 396.01- 2.90 398.91-
Owner: 2338 June E George
Product Total 0 1177.42 15088.83 307.34 14781.49
Owner Total 1177.42 15088.83 307.34 14781.49
Owner: 2634 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, Deceased
Product Total 0 116.21 1432.22 21.20 1411.02
Owner Total 116.21 1432.22 21.20 1411.02
Owner: 2892 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 3.85 59.10 5.65 53.45
Owner Total 3.85 59.10 5.65 53.45
Owner: 2926 ▇▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 0.00 0.00 8.34 8.34-
Owner Total 0.00 0.00 8.34 8.34-
Owner: 3041 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇
Product Total 0 512.34 6318.49 94.54 6223.95
Owner Total 512.34 6318.49 94.54 6223.95
Owner: 3073 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 0.00 0.00 6.83 6.83-
Owner Total 0.00 0.00 6.83 6.83-
Owner: 3674 ▇▇▇▇▇▇ ▇ & ▇▇▇▇▇▇▇
▇▇▇▇▇ Tres
Product Total 0 1024.89 12639.04 189.13 12449.91
Owner Total 1024.89 12639.04 189.13 12449.91
Owner: 3761 ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇
Product Total 0 310.20 4001.82 75.94 3925.88
Owner Total 310.20 4001.82 75.94 3925.88
Owner: 4007 JMT Oil Inc
Product Total 0 1071.97 13210.58 195.40 13015.18
Owner Total 1071.97 13210.58 195.40 13015.18
Well Total 5759.75 71696.41 1247.68 70448.73
Well: 001991 ARCO NORTH
PLACERITA WELL #007
Owner: 1757 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 1888 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 2047 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇
Product Total 0 1.59- 28.28- 0.00 28.28-
Owner Total 1.59- 28.28- 0.00 28.28-
Owner: 2244 ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Product Total 0 1.59- 28.28- 0.00 28.28-
Owner Total 1.59- 28.28- 0.00 28.28-
Owner: 2889 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Product Total 0 0.18- 3.33- 0.00 3.33-
Owner Total 0.18- 3.33- 0.00 3.33-
Owner: 3101 ▇▇▇▇▇ ▇▇▇▇▇
Product Total 0 3.61- 64.52- 0.00 64.52-
Owner Total 3.61- 64.52- 0.00 64.52-
Owner: 4834 UNIV SO CA
Well: 001991 ARCO NORTH
PLACERITA WELL #007
Product Total 0 3.90- 69.91- 0.00 69.91-
Owner Total 3.90- 69.91- 0.00 69.91-
Owner: 5296 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Product Total 0 3.61- 64.52- 0.00 64.52-
Owner Total 3.61- 64.52- 0.00 64.52-
Well Total 14.84- 265.50- 0.00 265.50-
Company Total 6660.05 83203.06 1773.53 81429.53
Grand Total 6660.05 83203.06 1773.53 81429.53