ex10_2.htm


 

 

 

Exhibit 10.2



Confidential Portions Redacted and Filed with the Commission pursuant to 17 CFR 200.83.

“***” Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment.


 






EXXONMOBIL OIL CORPORATION – CRUDE CONTRACT





AGREEMENT                                                                           TODAY’S

DATE:                                08/19/2009                                           DATE:                      09/24/2009                                PAGE:
1 OF 5





TO:           BERRY PETROLEUM CO                                                                FROM:                                EXXONMOBIL
OIL CORPORATION

RON CROSS (303.999.4141)                                                                                     ***

3039994141   (FAX)                                                                                     ***   (FAX)





THIS FORMALIZES OUR AGREEMENT TO AMEND THE REFERENCED AGREEMENT, WHICH HAD AN EFFECTIVE DATE OF 08/19/2009 ENTERED INTO BETWEEN EXXONMOBIL OIL CORPORATION, 

HEREINAFTER KNOWN AS “EXXONMOBIL”, AND BERRY PETROLEUM CO (HEREINAFTER CALLED “CUSTOMER”), AS SUCH AGREEMENT

MAY HAVE BEEN AMENDED THEREAFTER FROM TIME TO TIME.





EXXONMOBIL

CONTRACT:                                           BRRY1403TE                                                      CUSTOMER

7017521                                                      CONTRACT:





AMENDMENT INTENT:

CHANGING DELIVERY/LOCATION VERBAGE OF CONTRACT TO READ

AS FOLLOWS:

A.           SECTION 1:                      “INTO EXXONMOBIL SJV PIPELINE VIA

EXXONMOBIL DUVALL VIA SHELL PIPELINE

FROM BERRY CENTRAL LEASES.”

B.           SECTION 4:                      “INTO CONOCOPHILLIPS COMMON CARRIER

PIPELINE LINE 100) FROM FORMAX LEASES.”





NOTE:                           “TOTAL CONTRACT VOLUME ......

LIMITED TO 100% OF THE LEASE PRODUCTION

AT BERRY CENTRAL, ...”

REQUESTED BY BERRY PETROLEUM (RON CROSS), APPROVED BY

***  -   09/24/09.





____________________________________________________________________________________________





EXXONMOBIL RECEIVES (BUYS) :





CRUDE TYPE:                                01)           SAN JOAQUIN VALLEY.

02)       SAN JOAQUIN VALLEY.

03)       SAN JOAQUIN VALLEY.

04)       SAN JOAQUIN VALLEY.





VOLUME:                          01)                  4,900 BARRELS PER DAY

02)                  1,400 BARRELS PER DAY

03)                  4.200 BARRELS PER DAY

04)                  2,100 BARRELS PER DAY





PRICE:                          EXXONMOBIL AGREES TO PAY BERRY PETROLEUM CO

01)                  FORMULA NUMBER:  1000202237

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH,  *** $*** PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.









DELIVERY VOLUME/LOCATION:  APPROXIMATELY 4,900 BARRELS PER DAY -

EXXONMOBIL OIL CORPORATION – CRUDE CONTRACT





AGREEMENT                                                                           TODAY’S

DATE:                                08/19/2009                                           DATE:                      09/24/2009                                PAGE:
2 OF 5





TO:           BERRY PETROLEUM CO                                                                FROM:                                EXXONMOBIL
OIL CORPORATION

RON CROSS (303.999.4141)                                                                                     ***

3039994141   (FAX)                                                                                     ***    (FAX)





INTO EXXONMOBIL SJV PIPELINE VIA

EXXONMOBIL DUVALL VIA SHELL PIPELINE

FROM BERRY CENTRAL LEASES.



 



Confidential Portions Redacted and Filed with the Commission pursuant to 17 CFR 200.83.

“***” Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment.









02)           FORMULA NUMBER: 1000202238

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH, *** $*** PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.









DELIVERY VOLUME/LOCATION:                                                                APPROXIMATELY
1,400 BARRELS PER DAY –

INTO PLAINS PIPELINE GATHERING LINE

FROM ETHEL D.













03)           FORMULA NUMBER:  1000202239

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH,  *** $*** PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.









DELIVERY VOLUME/LOCATION:                                                                APPROXIMATELY
4,200 BARRELS PER DAY -INTO PLAINS PIPELINE GATHERING LINE

FROM FAIRFIELD LEASES.









04)           FORMULA NUMBER:  1000202240

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH,  *** $*** PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.









DELIVERY VOLUME/LOCATIONS:                                                                APPROXIMATELY
2,100 BARRELS PER DAY –





INTO CONOCOPHILLIPS COMMON CARRIER





PIPELINE (LINE 100) FROM FORMAX LEASES.









EXXONMOBIL OIL CORPORATION – CRUDE CONTRACT





AGREEMENT                                                                           TODAY’S

DATE:                                08/19/2009                                           DATE:                      09/24/2009                                PAGE:
3 OF 5





TO:           BERRY PETROLEUM CO                                                                FROM:                                EXXONMOBIL
OIL CORPORATION

RON CROSS (303.999.4141)                                                                                     ***

3039994141   (FAX)                                                                                       ***    (FAX)









NOTE:                      TOTAL CONTRACT VOLUME IS APPROXIMATELY 12, 600 BARRELS

PER DAY (378k BARRELS PER MONTH) – LIMITED TO 100% OF THE

LEASE PRODUCTION AT BERRY CENTRAL, ETHEL D, FORMAX,

AND FAIRFIELD LEASES.





+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

THE FOLLOWING ADDITIONAL PROVISIONS APPLY TO THE ENTIRETY OF

THE CONTRACT:

1)           IN THE EVENT THE CRUDE OIL WILL BE EXPORTED FROM THE

UNITED STATES, BUYER UNDERTAKES TO DETERMINE ANY EXPORT

LICENSE REQUIREMENTS. TO OBTAIN ANY EXPORT LICENSE OR

OTHER OFFICIAL AUTHORIZATIOINS, AND TO CARRY OUT ANY

CUSTOMS  FORMALITIES FOR THE EXPORT OF THE CRUDE OIL.

2)           MEASUREMENT AND TEST:    ALL CALIFORNIA CRUDE OIL

PRODUCTION DELIVERED AND RECEIVED BY BOTH PARTIES

SHALL NOT EXCEED 3% BS&W.

 

 

Confidential Portions Redacted and Filed with the Commission pursuant to 17 CFR 200.83.

“***” Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment.

 



3)           PRESS RELEASES OR ANNOUNCEMENTS WITH REGARD TO THIS

CONTRACT HAVE TO BE CLEARED IN ADVANCE BY BOTH PARTIES.






 


DELIVERY:                                01)           WEST COAST PIPELINE CO AT: DUVALL ROAD, CA

02)           PLAINS MARKETING & AT: ETHEL D, CA

03)           PLAINS MARKETING & AT: BERRY FAIRFIELD, CA

04)           CONOCOPHILLIPS COMMON CARRIER AT: FORMAX LEASE, CA





TERMINATION:                                           BEGINNING OCTOBER 1, 2009 THRU SEPTEMBER 30, 2010.

FOLLOWING THIS INITIAL PERIOD, THIS AGREEMENT SHALL

CONTINUE THEREAFTER ON A MONTH-TO-MONTH BASIS UNLESS

CONTRACT IS CANCELLED BY EITHER PARTY WITH A 60-DAY

NOTICE OF CANCELLATION.  FIRST NOTICE OF CANCELLATION

SHALL NOT BE GIVEN PRIOR TO AUGUST 1, 2010.

_________________________________________________________________________________________________________





OTHER SPECIAL PROVISIONS:

PLEASE REFER TO CONTRACT NUMBER BRRY1403TE ON ALL CORRESPONDENCE INCLUDING STATEMENTS AND WIRE TRANSFERS





GENERAL TERMS:

CONOCO’S GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS DATED





JANUARY 1, 1993 ARE INCORPORATED HEREIN BY REFERENCE AND MADE PART OF

THIS AGREEMENT.  IN THE EVENT OF A CONFLICT BETWEEN THESE GENERAL TERMS





AND CONDITIONS AND THE SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENT,

THE SPECIFIC TERMS AND CONDITIONS SHALL GOVERN.





PAYMENT TERMS:

EXXONMOBIL OIL CORPORATION – CRUDE CONTRACT





AGREEMENT                                                                           TODAY’S

DATE:                                08/19/2009                                           DATE:                      09/24/2009                                PAGE:
4 OF 5





TO:           BERRY PETROLEUM CO                                                                FROM:                                EXXONMOBIL
OIL CORPORATION

RON CROSS (303.999.4141)                                                                                     ***

3039994141   (FAX)                                                                                     
***    (FAX)









IN CONSIDERATION FOR THE MUTUAL EFFICIENCIES ARISING FROM NET

SETTLEMENT, UNLESS OTHERWISE SPECIFIED, THE PARTIES WILL USE THE

FOLLOWING PROCEDURE, EXCEPT AS TO CONTRACTS FOR THE DELIVERY OF

CRUDE OIL AND/OR CONDENSATE DELIVERED BY TANKER(S) AND CONTRACTS

SECURED BY PREPAYMENT AND/OR DOCUMENTARY LETTER(S) OF CREDIT, WHICH

SHALL BE EXCLUDED FROM THIS CLAUSE AND PAID ACCORDING TO THE PROVISIONS

OF THE APPLICABLE CONTRACTS BETWEEN THE PARTIES.  THE PARTIES SHALL

CONTINUE TO ISSUE INVOICES.  IN ACCORDANCE WITH CONTRACT TERMS,  IN THE

NORMAL COURSE OF BUSINESS. ON OR BEFORE THE 20TH CALENDAR DAY (OR THE

PRECEDING BUSINESS DAY,   IF THE 20TH IS NOT A BUSINESS DAY) OF THE MONTH

FOLLOWING THE MONTH DURING WHICH DELIVERIES OCCUR PURSUANT TO TERMS OF

CONTRACTS BETWEEN THE PARTIES, THE PARTIES WILL COMMUNICATE AND CONFIRM

THE INVOICED AMOUNTS TO BE INCLUDED IN THE NET PAYMENT (OR NET

SETTLEMENT) OF ACCOUNTS.  ANY REMAINING BALANCE SHALL BE PAID BY THE

PARTY OWING SUCH AMOUNT TO THE OTHER PARTY ON THE DATE THE GROSS

AMOUNTS ARE DUE PER THE CONTRACTS.





TITLE TRANSFER:

BY TRANSFER FROM DELIVERING PARTY’S TO RECEIVING PARTY’S ACCOUNT AT THE

LOCATION(S) DESCRIBED HEREIN, AT WHICH POINT(S) TITLE SHALL PASS AS

EVIDENCED BY RUN TICKETS/ALLOCATION STATEMENTS ISSUED BY THE CARRIER(S)

INVOLVED.





FINAL AGREEMENT:

THIS CONTRACT, INCLUDING THE ABOVE REFERENCED GENERAL TERMS COMPRISES

THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MERGES AND SUPERSEDES ALL

PRIOR REPRESENTATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO

COVERING THE SUBJECT MATTER HEREOF.





ASSIGNMENT CLAUSE:

NEITHER PARTY SHALL ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN

CONSENT OF THE OTHER.  NOTWITHSTANDING THE FOREGOING, EXXONMOBIL OIL

CORPORATION SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO AN

AFFILIATE WITHOUT WRITTEN CONSENT, BY PROVIDING WRITTEN NOTICE TO THE

OTHER PARTY.






Confidential Portions Redacted and Filed with the Commission pursuant to 17 CFR 200.83.

“***” Symbolizes Language Omitted Pursuant to an Application For Confidential Treatment.

 
DOCUMENTATION INSTRUCTIONS:

THIS DOCUMENT EVIDENCES OUR UNDERSTANDING OF THE ENTIRE AGREEMENT AND

SHALL CONSTITUTE THE FORMAL CONTRACT. PLEASE CONFIRM BY IMMEDIATE FAX

TO THE EXXONMOBIL CONTRACT ADMINISTRATOR THAT THE ABOVE IS IN

ACCORDANCE WITH YOUR UNDERSTANDING.  ABSENT WRITTEN NOTICE OF





OBJECTION, WE ASSUME YOUR AGREEMENT TO THESE TERMS AND CONDITIONS.  YOUR


 


RESPONSE SHOULD REFLECT THE APPROPRIATE PARTY IN YOUR ORGANIZATION WHO


HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT.





INVOICES TO EXXONMOBIL SHOULD BE MAILED OR FAXED AS FOLLOWS:

EXXONMOBIL OIL CORPORATION

***





ATTN: RAW MATERIALS ACCOUNTING





EXXONMOBIL OIL CORPORATION – CRUDE CONTRACT





AGREEMENT                                                                           TODAY’S

DATE:                                08/19/2009                                           DATE:                      09/24/2009                                PAGE:
5 OF 5





TO:           BERRY PETROLEUM CO                                                                FROM:                                EXXONMOBIL
OIL CORPORATION

RON CROSS (303.999.4141)                                                                                     ***

3039994141   (FAX)                                                                                       ***    (FAX)





FAX # *** (INVOICES ONLY)





EXXONMOBIL CONTRACT ADMINISTRATOR:  ***                                                                                                           (PH)
***









EXCEPT AS NOTED ABOVE, ALL OTHER PROVISIONS FOR THE AGREEMENT REMAIN UNCHANGED.  PLEASE ACKNOWLEDGE RECEIPT OF THIS CONFIRMATION BY RETURN FAX TO ***.  ABSENT WRITTEN

NOTICE OF OBJECTION, WE ASSUME YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.









SIGNATURE:  ***