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EXHIBIT 10.36 BREA OLINDA FIELD MINERAL SALE DATED FEBRUARY 28, 2003, EFFECTIVE JANUARY 1, 2003 TO BLACKSAND PARTNERS, L.P.  
    
    TRANSITION AGREEMENT (TA)
    
    PAYMENT AND PERFORMANCE AGREEMENT (PAPA)
    
    PURCHASE AND SALE AGREEMENT (PSA)




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MINERAL PAYMENT AND PERFORMANCE AGREEMENT WELL ABANDONMENT AND OIL FIELD
ACCOMMODATION PROGRAM AND
OPERATOR/NUEVO IMPROVEMENTS




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TABLE OF CONTENTS PAGE NO.1. DEFINITIONS
    
    
    11.1 PSA
    
    
    11.2 DEVELOPER
    
    
    11.3 DEVELOPMENT DECLARATION
    
    
    11.4 DEVELOPMENT DOCUMENTS
    
    
    21.4 DEVELOPMENT DOCUMENTS
    
    
    21.5 REIMBURSEMENT AMOUNTS
    
    
    21.6 DRE
    
    
    21.7 PARCEL
    
    
    21.8 PROGRAM
    
    
    21.9 UNAVOIDABLE DELAY
    
    
    22. WELL ABANDONMENT AND OIL FIELD ACCOMMODATION PROGRAM AND IMPROVEMENTS
    
    
    22.1 PROGRAM
    
    
    22.1.1 Operators Surface Facilities
    
    
    32.1.1.1 Removal of Surface Facilities
    
    
    32.1.1.2 Remediation Responsibilities
    
    
    32.1.2. Third Party Easements and Licenses
    
    
    42.1.3. On-Site Representative
    
    
    52.1.4. Reimbursement
    
    
    52.1.4.1. Reimbursement Plan
    
    
    52.1.4.2. Program Segments and Notices to Proceed
    
    
    52.1.5. Anchor Points and Pulling Pads
    
    
    82.1.6. Well Vaulting
    
    
    82.1.7. Insurance
    
    
    82.1.8. Completion of the Program
    
    
    82.1.8.1. Performance by Each Party
    
    
    82.1.8.2. Final Acceptance
    
    
    82.1.8.3. Liability Allocation
    
    
    92.1.8.4. Construction Easement
    
    
    102.1.9. Developer Option to Purchase Wells
    
    
    102.2. THE PROGRAM AND PARTY RESPONSIBILITIES
    
    
    11I.
   Post closure-Pre Grading Events
    
    
    11II.
  Site Clearing and Site Grading Events Within the Development Areas
    
    
    14III. Post-Grading Events
    
    
    182.3 DEVELOPER IMPROVEMENTS AND ADDITIONAL PAYMENTS
    
    
    202.3.1
Processing Costs  Employee Costs
    
    
    202.3.2  Operator Improvements
    
    
    212.3.3. Governmental Modifications
    
    
    212.4 MISCELLANEOUS
    
    
    212.4.1 Remedies
    
    
    27
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PAGE NO.2.4.1.1 Default/Cure
    
    
    212.4.1.2 Remedies Cumulative
    
    
    212.4.1.3 Waiver
    
    
    222.4.2. Continuous Operation
    
    
    222.4.3. Assignment
    
    
    232.4.4 Subdivision Maps and Applications
    
    
    232.4.5. Captions
    
    
    232.4.6. Invalidity of a Provision
    
    
    232.4.7. Notices
    
    
    232.4.8. Binding Effect
    
    
    252.4.9. Further Assurances
    
    
    252.4.10. Time of Essence
    
    
    252.4.12. Attorneys Fees
    
    
    262.4.13 Payments
    
    
    262.4.14 Applicable Law
    
    
    26
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ATTACHMENTS Attachment 1
    
    LEGAL DESCRIPTION OF LANDAttachment 2
    
    LIST OF ENGINEERING FIRMS PER SECTION 2.1.9Attachment 3
    
    OIL FIELD RELATED THIRD PARTY
EASEMENTS AND LICENSE  TPELAttachment 4
    
    BREA FIELD DEVELOPMENT ACCOMMODATION PROGRAM
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MINERAL PAYMENT AND PERFORMANCE AGREEMENT This Payment and Performance Agreement (Agreement or PAPA) is made
this 28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a
Delaware corporation (Nuevo) and BLACKSAND PARTNERS, L.P., a Texas Limited
Partnership (Operator). Such entities are hereinafter individually or
collectively referred to as a Party or the Parties. PREAMBLE: A. Concurrently herewith, Operator has acquired from Nuevo that certain
real property consisting of mineral interests located in Orange County,
California, more particularly
described on Attachment 1 which is appended hereto and incorporated
herein by this reference (Minerals). B. In accordance with the Purchase and Sale Agreement of even date
herewith, pursuant to which Operator is acquiring the Minerals, the Parties wish to
set forth herein certain obligations of Operator, Nuevo and Developer (defined below in Section
1.2) regarding the Program (defined below in Section 2.1) and the construction of other
improvements. C. As described herein and in the Development Declaration (defined in
Section 1.3), Operator has assumed certain obligations with respect to the Program,
which, pursuant to this Agreement, Nuevo is required to perform. NOW, THEREFORE, in consideration of the PREAMBLE and the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, including without
limitation the conveyance of the Minerals to Operator by Nuevo, the Parties
hereby covenant and agree as follows: 1. Definitions. Unless otherwise expressly provided herein, the following
words and phrases when used in this Agreement shall have the following
meanings; all terms not specifically defined herein shall have the meaning
prescribed for them in the PSA or elsewhere in the Development Documents. 1.1 PSA. PSA or Purchase and Sale Agreement shall mean that certain
agreement described in Paragraph B of the Preamble to this Agreement. 1.2 Developer. Developer shall mean Nuevo as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities collectively or
individually) which subsequently acquires all or any portion of the
surface fee interest in the
Parcel for the purpose of developing all or a portion of the Project, from
and after the effective
date of such acquisition. 1.3 Development Declaration. Development Declaration shall mean that
certain Declaration of Development Covenants, Conditions and Restrictions
encumbering the Parcel between Nuevo and Operator and recorded as described in
the Repository Instructions. 1




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1.4 Development Documents. Development Documents shall have the
meaning prescribed in the PSA. 1.5 Final Acceptance. Final Acceptance means the date on which
Developer or Operator has delivered an Acceptance Confirmation for those
activities in each
Program Segment set forth in Section 2.1.4.2, after it has conducted a
final inspection of all work
performed by the other or Nuevo in connection with the activity. 1.6 Reimbursement Amounts. Reimbursement Amounts shall have the
meaning given in Section 2.1.4.1. of this Agreement. 1.7 DRE. DRE shall mean the California Department of Real Estate or such
other governmental agency of the State of California which administers the
sale of subdivided
lands pursuant to Sections 11000 et seq. of the California Business and
Professions Code, or any
similar California statute hereinafter enacted. 1.8 Parcel. Parcel shall mean all that certain real property described on
Attachment 1 which is appended hereto and incorporated herein by this
reference, less and
except the Minerals acquired by Operator. 1.9 Program. Program has the meaning set forth in Section 2.1. 1.10 Unavoidable Delay. Unavoidable Delay shall mean any prevention,
delay or stoppage in the completion of a Partys Work as defined herein
caused by fire,
explosion, unavailability or breakdown of machinery or equipment or by
acts of God, war, riot,
civil insurrection, labor disputes, inability to obtain labor or materials
or reasonable substitutes
therefor, any order, regulation, request or recommendation of a
Governmental Agency, or other
similar matters or causes beyond the reasonable control of the responsible
party other than for
the payment of money; provided, however, that nothing in this Section
shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party. 2. Well Abandonment and Oil Field Accommodation Program and
Improvements. 2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in this Agreement, shall conduct a well abandonment and oil
field accommodation program for the Parcel composed of those tasks and
activities which are described in this Section 2 and are specifically set out
in Attachment 4 hereto, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the Program. In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will provide
for the performance by Developer of those tasks and activities described in
this Section 2 as Developers responsibility. The Program shall be undertaken
with Operators cooperation, and in accordance with standards promulgated at
the time of such work by the California Department of Conservation, Division of
Oil, Gas and Geothermal Resources (CDOGGR) or such other governmental agency
having jurisdiction 2




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over the activity, other legal and regulatory requirements, as amended from
time to time (but such amendment applicable only to those activities for which
Final Acceptance has not been received), and good oil field practices, all
subject to the terms of this Agreement. Generally, the Program will be
accomplished as follows: 2.1.1 Operators Surface Facilities. 2.1.1.1 Removal of Surface Facilities and Subsurface
Pipelines. Nuevo shall remove certain of Operators surface equipment as
specified in Attachment 4, to the extent and when necessary in accordance with
the applicable Developer Notice to Proceed within the Development Areas and
lands adjacent thereto, including those areas designated for continued oil and
gas operations, to accommodate Developers Grading Plan. This will include,
but not be limited to, pumping units, concrete cellars and concrete pads
immediately contiguous to the wellheads, power poles, transformers, manifolds,
test bubbles, compressors, tanks, vessels and above ground pipelines. In
addition, Nuevo shall drain, flush and cap subsurface pipelines, to the extent
and when necessary in accordance with the applicable Developer Notice to
Proceed within the Development Areas and lands adjacent thereto to accommodate
Developers Grading Plan. Removal of subsurface pipelines to the extent deemed
necessary or desirable shall be the responsibility of Developer. Prior to
Nuevos commencement of work, Operator shall isolate and cease operation of
all equipment and facilities to be removed and shall take such other steps as
are reasonably necessary to allow such removal to be conducted in accordance
with all applicable regulatory requirements and consistent with good oil field
practices. The surface equipment will be removed from such wells, not just
those to be abandoned, to facilitate the grading. Each wellhead will be
surveyed and marked by Operator one (1) time only and Nuevo and Developer will
inspect and approve the markings. After inspection and approval of the well
markings, Developer will be responsible for grading around the well casings
without damaging them. Upon approval of the well markings, Developer shall
proceed in a timely manner and be responsible to pay, and shall be solely
liable for, any and all damage to any wells caused by Developers grading
operations. The acts or omissions of Developer or Nuevo in accordance with the terms
of this Agreement may not be imputed to Operator unless expressly stated
herein. Developer and Nuevo are each performing their obligations hereunder as
independent contractors and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by this Agreement or law upon Operator, and not
delegated to Nuevo. 2.1.1.2
Remediation Responsibilities. Should Developer encounter soil
that appears to be crude oil or oil well production impacted (evidenced by
staining or odor), Developer shall immediately notify Operators field
operations person and Nuevos on-site representative. Developer shall be fully
responsible for funding, implementing and completing all environmental testing,
assessment, remediation, monitoring, reporting or other requirements (with the
assistance of Operator or Nuevo if the absence of such assistance would prevent
Developer from properly performing such responsibilities) with respect to such
crude oil or oil well production impacts. To the extent that such crude oil
impact or oil well production impact is associated with active and producing
wells or operational pipelines or facilities, Operator shall be responsible for
completion of any required well, pipeline or facility repairs. Notwithstanding 3




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the foregoing, Nuevo at its sole cost and expense shall be and remain
responsible for (i) those remediation activities described in the approved
Remedial Action Plan submitted December 16, 1999, as amended October 3, 2001,
December 27, 2001 and January 13, 2003 (EIR Remediation) and (ii) crude oil
or other oil well production releases that result from work and activities
undertaken by Nuevo in furtherance of this Agreement. Upon discovery of crude
oil or oil well production contamination in the vicinity of a well identified
in Schedule B of Attachment 4 or temporary or permanent pipeline or facility,
Operators field operations person, Nuevos onsite representative and
Developers on site representative shall determine as soon as reasonably
practical if the soil is crude oil impacted as a result of a leak caused by
(i) Operators ongoing production activity in which event costs associated
with cleanup and remediation to oil field standards shall be the
responsibility of Operator, (ii) the activities of Nuevo in performance of the
Program including EIR Remediation in which event costs associated with cleanup
and remediation shall be the responsibility of Nuevo or (iii) from any other
causes in which event the costs associated with cleanup and remediation,
including costs to bring cleanup associated with ongoing production activities
from oil field standards to residential standards, together with clean up and
remediation of all contamination other than the EIR Remediation, shall be
Developers responsibility. The Parties agree that if Operators field
operations person and Developers and Nuevos on site representatives cannot
make such a determination or cannot agree on the source of the apparent soil
contamination within seven (7) business days, Nuevo, Developer and Operator
will designate a representative from a reputable, soils engineering firm that
routinely does soils work (Soil Firm) who is familiar with soil
contamination issues to designate the source of the apparent soil
contamination. If the parties are unable to select a Soils Firm, any party to
this Agreement may make application to the Superior Court of Orange County for
the timely appointment of a Soil Firm. The Soil Firms representative shall
take a sufficient number of samples to permit initial and follow-up testing
and such representatives determination as to all matters, including the
allocation of costs, including its fees, shall be final and binding on the
parties hereto. The parties shall use their commercially reasonable efforts to
secure the determination by the Soil Firms representative of the source of
the apparent soil contamination shall be made as soon as practicable after
notification to the Soil Firm. If the Soil Firms representative cannot make a
conclusive determination as to the source of the apparent soil contamination,
the soil contamination shall be presumed to have been from other than ongoing
production activity. The party whose actions are found to have created the
contamination shall in addition to the clean up and remediation cost, pay for
the Soil Firms work; and if more than one party is found to have created such
contamination, the costs of the Soil Firms work will be prorated by such firm
among the parties creating the contamination in proportion to that Parties
contribution to such contamination. 2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(TPEL) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment 3, hereto. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines may
be required in some areas while the grading is in progress. Operator and Nuevo
will use commercially reasonable efforts, at no cost to Operator and Nuevo, to
assist Developer at Developers expense in causing these pipelines to be
reinstalled by the respective companies in permanent easements after the
grading 4




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is complete. Operator agrees that upon Developers written notice, Operator
will assist Developer in giving notice to the third party companies in an
attempt to have the pipelines
removed and replaced. Operator and Developer acknowledge receipt of copies of
the easement documents, both recorded and unrecorded, listed on Attachment 3
hereto and incorporated herein by this reference. 2.1.3. On-Site Representative. Nuevo, Operator and Developer shall
each have the right to have representatives on-site both before the
grading begins and during the
grading operations on the Parcel to observe such grading operations.
Developer agrees to give
Operator sufficient notice prior to commencement of grading to allow
Operator to arrange to
have a representative on-site at Operators cost, if Operator so elects. 2.1.4. Reimbursement. 2.1.4.1. Reimbursement Plan. Operator and Nuevo agree
that the costs to implement the Program (Reimbursement Amounts) shall not be
borne by Operator, unless otherwise provided herein. Notwithstanding any term
in the Agreement to the contrary, Operator shall only be responsible for the
cost of incremental work, if any, requested by Operator under Section 2.3.2.
The parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual agreement of
the Developer and Operator or among Developer, Operator and Nuevo as specified
herein. In no event shall any modification requested by Developer or any
additional or new governmental requirements prior to Final Acceptance result in
costs, expenditures or commitments by Operator. 2.1.4.2. Program Segments and Notices to Proceed. The
Program shall be implemented into segments as shown below, and each Program
Segment shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program Segment to
be performed (NTP), as follows: Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPre-Phase I Initial Activity
    
    NTP will be issued as mutually
agreed between Nuevo and Developer.
    
    Preliminary and detailed
engineering and design
    
    
    
    Not Applicable
    
    Permitting
    
    
    
    Not Applicable
    
    Remediation required by EIR
    
    
    
    Developer
    
    Initial abandonment of 25 idle
and reabandoned wells
    
    
    
    Not Applicable
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Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPre-Phase I Intermediate Activity
    
    NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.
    
    Begin procurement of all required
materials and equipment
    
    
    
    Not Applicable
    
    Remove infrastructure and initial
abandonment of active wells
    
    
    
    Not Applicable
    
    Begin construction of tank farm and
field infrastructure
    
    
    
    Not ApplicablePre-Phase I Final Activity
    
    NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.
    
    Complete construction of tank farm
and field infrastructure
    
    
    
    Operator
    
    Construct power system
    
    
    
    Operator
    
    Temporary removal of equipment
    
    
    
    Not ApplicablePhase I
    
    NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without
permits, as mutually agreed between
Nuevo and
    
    Raise/lower Phase I well heads
    
    Developer.
    
    Operator
    
    Final abandonment of Phase I wells
    
    
    
    Developer
    
    Accommodation of retained wells
    
    
    
    Operator (and Developer for limited
purpose of design compliance)
    
    Remove infrastructure and initial
abandonment of Phase II wells
    
    
    
    Not Applicable
    
    Temporarily remove Phase II retained
well equipment
    
    
    
    Not Applicable
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Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPhase II
    
    NTP will not issue prior to receipt
of all required Operator permits or,
to the all required Operator permits
or, to the extent certain activity can
be commenced without permits, as
    
    Raise/lower Phase II well heads
    
    mutually agreed between Nuevo and
Developer.
    
    Operator
    
    Final abandonment of Phase II wells
    
    
    
    Developer
    
    Accommodation of retained wells (21
wells)
    
    
    
    Operator (and Developer for limited
purpose of design compliance)
    
    Remove infrastructure and initial
abandonment of Phase III wells (8
wells)
    
    
    
    Not Applicable
    
    Temporarily remove Phase II retained
well equipment
    
    
    
    Not ApplicablePhase III
    
    NTP will not issue prior to
receipt of all required Operator
permits or, to the extent certain
activity can be commenced without
permits, as mutually agreed between Nuevo and Developer.
    
    Raise/lower Phase III well heads
    
    
    
    Operator
    
    Final abandonment of Phase III wells
    
    
    
    Developer
    
    Seismic Sensor installation
    
    
    
    Developer
 Upon receipt of the NTP for any Program Segment specified above,
Nuevo shall be obligated to commence the required work within forty-five
(45) days and complete the work within the time duration specified in
Attachment 4. Operator shall cooperate in good faith with Nuevo and
Developer in the implementation of the Program. Operator shall (i)
promptly process all permit requests; (ii) at its cost comment on all
submittals of specifications or plans within ten (10) business days of
receipt thereof; and (iii) at its cost make all facilities available for
accommodation under the Program such that Nuevo may commence the Program
Segment within 45 days of receipt of a NTP. To the extent that Operator
fails to fully and timely cooperate with Nuevo, and Nuevo, as a result of
Operators acts or omissions, incurs penalties, damages or incremental
costs in performing the Program, such penalty, damage or cost shall be
the responsibility of Operator and Operator hereby agrees to defend,
indemnify and hold Nuevo harmless therefrom. Operator shall also be
liable to Developer for any and all incremental reasonable cost or
expense incurred by Developer in the development of the Development Areas
as a result of Operators failure to comply with the provisions of this
Section. Operator expressly agrees to pay such incremental Developer
costs and defend, indemnify and hold Nuevo harmless therefrom. In
addition to the foregoing, should Operator fail to temporarily or
permanently shut in any well in accordance with the Program, Nuevo shall
have the right, but not the obligation to shut-in such well at Operators
sole risk and expense. In the event Developer abandons or suspends the
Program other than as a result of Unavoidable Delay, and does not resume
Program activity within the time period specified in Section 2.4.1.1
after receiving written notice from Operator, Nuevo shall restore such
wells to production at Developers risk and sole expense provided that
Nuevo has been prepaid by Developer an amount adequate to restore such
wells. 7




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To the extent Nuevo acts as the Developer hereunder and fails properly to
carry out the responsibilities and obligations allocated to Developer in this
Section 2, Operator, after ten (10) days written notice to Nuevo, may take
over and discharge such responsibilities and obligations at the sole cost and
expense of Nuevo, to be reimbursed in cash to Operator within thirty (30) days
of proper completion of such Work by Operator, fully in compliance with this
PAPA and all plans and specifications for such Work. 2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo
shall be responsible for construction of the anchor points and pulling
pads necessary for
Operators continuing Oil Operations within the Exclusive Use Areas and
Joint Use Areas within
the Development Areas and graded areas adjacent thereto. 2.1.6. Well Accommodation. As part of the Program, Nuevo will
relocate below the surface of the Parcel, all operating wellheads in the
Development Areas, and
those required wells within the adjacent grading areas and Public Park
areas, and as required by
appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B. 2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Partys standard
blanket insurance policy
covering its activities related to the Minerals or in connection with the
Program Improvements,
for the duration of their construction or their activities on the Minerals
and any portion of the Parcel. 2.1.8. Completion of the Program. 2.1.8.1. Performance by Each Party. Nuevo shall timely
commence and complete each Program Segment within the time duration specified
in Attachment 4 after receipt of all required permits for such Segment. Phase
I, II and III Segments will not commence until after completion of Developers
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4. Should Developer or Operators
failure to perform, including, without limitation, pursuant to Section 2.1.4,
other than for the payment of money, or should Nuevos failure to complete any
aspect of the work or any Program Segment result from an Unavoidable Delay,
such required performance shall be excused for the period of time that the
Unavoidable Delay prevents performance and the time duration for the Program
Segment shall be extended by the length of time performance is delayed.
Provided, however, that nothing in this Section shall excuse the performance of
any act rendered difficult solely because of the financial condition of a
party. In the event that any delay due to Unavoidable Delay is anticipated by a
Party, such Party shall promptly notify the other parties of such delay, its
cause and the estimated duration of the delay. Each Party shall exercise due
diligence to shorten, mitigate and avoid the effects of the delay and shall
keep all Parties informed as to its efforts. 2.1.8.2. Final Acceptance. Developer and Operator
shall
respectively conduct a final inspection of those activities in each Program
Segment as set forth in Section 2.1.4.2 as to the items by their name in the
Acceptance Confirmation in such section 8




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within fifteen (15) days of written notice of completion. In addition Operator
shall have the right, but not the obligation, to perform a final inspection of
the Developers work and comment on the same. Developer and Operator shall
deliver to Nuevo (with a copy to the other) (i) its written confirmation of
Final Acceptance of all matters (each an Acceptance Confirmation) for each
activity in a Program Segment designated for its Acceptance or (ii) an
Acceptance Confirmation of all matters it considers as completed and a
detailed description of any items in the Program Segment designated for its
Acceptance which it in good faith cannot give Final Acceptance together with
its requirements therefor. The issuance of an Acceptance Confirmation of each
completed activity within the Program Segment and of all matters shall be
contingent upon acceptance of the work by the appropriate governmental
authority to the extent required. If the parties cannot resolve any item for
which an Acceptance Confirmation has not been given within 30 days, such
unresolved item shall be submitted to arbitration in accordance with this
Agreement. Upon completion of any outstanding items, Operator or Developer
shall deliver an Acceptance Confirmation thereof to Nuevo and the other within
10 days of such completion. After Final Acceptance, Developer shall be
responsible for and shall release, hold harmless and indemnify Operator and
Nuevo from all claims, demands, losses or damages, of any sort whatsoever,
relating to the design, engineering, permitting, maintenance, repair,
replacement, relocation, removal and reinstallation of any abandoned wells,
pipelines or facilities located within or adjacent to the Development Areas
and all other matters for which it has given an Acceptance Confirmation and,
together with all other work performed hereunder shall be referred to as
Developer Liability. After Final Acceptance, Operator shall be responsible
for and shall release, hold harmless and indemnify Developer and Nuevo from
all claims, demands, losses or damages of any sort whatsoever, relating to the
design, engineering, permitting, installation, repair, relocation, removal and
reinstallation of all active wells, pipelines or facilities and all other
matters for which it has given Final Acceptance (Operator Liability). It is
the intention of the Parties that upon Final Acceptance, Nuevo shall have no
further liability or obligation with respect to the Program and the wells,
equipment and facilities accommodated under the Program. Upon Final
Acceptance, Nuevo and Operator shall be relieved of any and all liability
directly or indirectly related to Developer Liability; provided that
notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall not
be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer. 2.1.8.3. Liability Allocation. Notwithstanding the above or
the Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in Section 2.1.4.3 against Nuevo to obtain damages
for losses suffered as a result of the failure of Nuevo to timely or properly
complete the Program Segment or work thereunder. All disputes between any of
the Parties herein shall be resolved through arbitration. Any award in such
arbitration shall be limited to the recovery of actual direct damages incurred
by Developer. 9




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Developer shall not be entitled to indirect, consequential, special, exemplary
or punitive damages. After Final Acceptance by Developer, Developer shall have
no cause of action with respect to Developers Liability against Operator or
Nuevo, or their successors or assigns. After Final Acceptance by Operator,
Operator shall have no cause of action against Developer or Nuevo or their
successors or assigns for Operators Liability but Operator or Developer may,
in its reasonable discretion, maintain a lawsuit, arbitration or other action
against any construction entities hired by Nuevo (but not Nuevo itself) to
perform work on the Parcel pursuant to a written contract (Construction
Entities), to obtain damages for losses suffered as a result of Nuevos
failure to timely or properly construct the completed work, to the extent
caused by such Construction Entities. In that regard, to the extent it
possesses and may assign same, Nuevo hereby conveys, transfers and assigns
(and, if necessary, will convey, transfer and assign at such time as such cause
of action arises) to Operator and Developer a non-exclusive assignment of its
rights and interests in and to any relevant contracts or subcontracts, for the
limited purposes stated herein, without any obligation by Nuevo to participate
in such lawsuit or action, as a party or otherwise, and without any
responsibility, warranty, representation or liability for any outcome pursuant
thereto or damages awarded therein. Construction Entities include contractors,
subcontractors, materialmen or other independent entities, but not Operator or
Nuevo, their respective constituent partners, officers, employees or any other
related entities. Upon ten (10) days written request, Nuevo will provide
Operator and Developer with a list of such Construction Entities which have
supplied Operator and/or Nuevo with the Preliminary Notice prescribed by the
California Civil Code for the maintenance of mechanics lien rights (See
Exhibit F to the PSA). Nuevo further agrees to not enter into any contract
with a Construction Entity that waives the liability for such entitys
negligence. 2.1.8.4. Construction Easement. Operator and Developer,
their respective successors and assigns, hereby grant to Nuevo together with
the right to partition, grant and transfer the same, a nonexclusive easement
in gross over the Parcel to the extent necessary to complete all work required
by the Program. 2.1.9. Developer Option to Purchase Wells. Developer may at any time prior
to commencement of grading, elect to purchase any or all of Operators active
wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current condition
of the well, the reserves assigned to the well, the wells production,
operating cost, plugging and abandonment cost, for an injector well, the
replacement cost, and any other matter deemed relevant. For purposes of this
Section 2.1.9, the value of a well shall be equal to the average of the values
determined by the reserve engineers, one to be selected by each party from the
list attached as Attachment 2. Each party shall select one company from such
list by providing written notice thereof within ten days of the certification
date of Operators notice. The value, once determined, shall be final. Prior to
grading, the determined value shall be paid by Developer to Operator, and such
costs to Developer shall not be considered as costs to implement the Program.
Developer shall notify Operator within ten (10) days of receipt of the
determination of values which wells it elects to purchase. Developer shall pay
the amount to Operator within twenty (20) days of such notice. Upon receipt of
such payment, Operator shall promptly (i) shut in any applicable wells, if
active, and (ii) deliver to Developer a Bill of Sale for 10




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any such well and transfer operatorship to Developer. Developer shall (iii)
assume operatorship and obtain all necessary permits and governmental
approvals to act as Operator, (iv) not return any well it purchases to
production, and (iv) cause such wells to be plugged and abandoned and all
gathering lines and facilities abandoned and, if above ground, removed all in
accordance with all Governmental Agency regulatory requirements at Developers
sole cost and expense in the same time and manner required of Operator under
the Program. Any ancillary costs associated with the purchase and plugging and
abandonment of any such wells and removal of facilities therefor shall not be
considered as Reimbursement Amounts. 2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein: I. Post closure-Pre Grading Events A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 hereto, to the
following matters as more specifically set out in Attachment 4 and schedules
thereto:  i.
    
    the location and size of the area
for the expansion of the existing Tonner Canyon Tank
Farm (Tank Farm), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(EN Tank Farm).ii.
    
    the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by
the East Naranjal Tank Farm. (References to grade
within this Agreement refer only to those lines for
which burial is required.) The final alignment and
grade will be mutually agreed to so as to avoid
conflict with future development to the extent possible
and to avoid future interruption of service.iii.
    
    the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Stearns gas plant
location (Gas Plant). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.iv.
    
    INTENTIONALLY OMITTEDv.
    
    shall mutually agree upon the
location, alignment and grade of the sales point for
the ConocoPhillips (formerly Tosco) pipeline to serve
the Tank Farm. 11




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vi.
    
    shall mutually agree upon the location, alignment and
grade of the gas gathering system and associated facilities, and
service lines between the Gas Plant and the Tank Farm.vii.
    
    shall mutually agree upon the final grade elevations for
each existing well remaining in the Development Areas, or impacted
by grading for the Development Areas.viii.
    
    shall mutually agree upon access plans to provide for
interim and final access to accommodate the Program work and all
future oilfield-related activities. B. Developer, at Developers cost and expense, shall:  i.
    
    Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be
designed to be completed in three phases to correspond to the work
set out in Attachment 2, all as approved by the appropriate
Governmental Agency.ii.
    
    Prepare a soils and geological review of the Grading Plan.iii.
    
    Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tonner Hills EIR.iv.
    
    Prepare a preliminary utility master plan (Street and
Utility Improvement Plans) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.v.
    
    Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.vii.
    
    Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.viii.
    
    Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants. 12




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C. Nuevo at Developers cost and expense shall:  i.
    
    Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).ii.
    
    Complete improvement and relocation plans and process them
through the appropriate Governmental Agencies (as necessary) for
the relocation of the Tank Farm service lines, the East Naranjal
Tank Farm service lines, the Gas Plant service lines, natural gas
gathering lines and 12KV power lines.iii.
    
    Prepare and submit the well abandonment program, as set
out in Attachment 4, for permitting through CDOGGR.iv.
    
    Prepare schematic facilities plans for pipelines and
facilities (Facilities Plan) to service the wells to be
accommodated within and adjacent to the Development Areas.v.
    
    Construct the Tank Farm improvements.vi.
    
    Remediate the identified contaminated soils associated with
the EN Tank Farm. Exhumed soils will be isolated and stockpiled for
placement by Developer with the grading of the first phase of
development in accordance with the approved Remedial Action Plan.
Exhumed soils not meeting the criteria for placement on site will
be removed from the site for appropriate disposal.vii.
    
    Decommission the EN Tank Farm once the service lines are
connected to the improved Tank Farm.viii.
    
    Construct the new service lines as required to the Tank
Farm, rerouting lines currently serving the East Naranjal Tank
Farm, and prepare as-built plans for those service lines which are
permanent.ix.
    
    Drain, flush and mark for grading any identified abandoned
EN Tank Farm and Tank Farm pipelines.x.
    
    Construct the temporary or permanent (as applicable) gas
gathering lines and facilities to the Gas Plant.xi.
    
    Flush and mark any identified abandoned below ground
pipelines and facilities for grading.xii.
    
    Relocate the 12KV line from the existing electrical
substation to the existing Gas Plant and Tank Farm as necessary. 13




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xiii.
    
    Locate and mark all identified
pipelines and facilities within the area to be graded.xiv.
    
    Relocate the point of sale for the
ConocoPhillips (formerly Tosco) pipeline to the
relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.xv.
    
    Complete the design drawing for all
service-related facilities not otherwise contemplated
herein.xvi.
    
    Prepare and submit fire and seismic
protection plans for accommodated facilities. II. Site Clearing and Site Grading Events Within the Development
Areas. A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4:  i.
    
    Shut in the appropriate wells as necessary; and all appurtenant
service lines and pipelines for such wells will be
drained, flushed and marked in place.ii.
    
    Disassemble and remove the surface facilities for such wells (test
bubbles, manifolds, valves, etc.).iii.
    
    Remove all well site equipment associated with such wells.iv.
    
    Remove all of Operators surface and subsurface power lines and
transformers.v.
    
    Relocate, as necessary, power lines, pipelines and facilities
to service wells located outside of the Development Areas.vi
    
    Cause all identified wells impacted by grading to be clearly marked.vii.
    
    Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal. 14




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viii.
    
    Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.ix.
    
    Maintain full authority over the cleanup and remediation
operations for any crude oil released as a result of
Developers performance. All such costs shall be for
the account of Developer.x.
    
    Provide Developer with copies of all inspection records and
reports and test results for any contaminated soils
associated with the well work. B. Upon the issuance of a grading permit, Developer at Developers cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4:  i.
    
    Provide construction staking to
define the limits of the area to be cleared and
developed.ii.
    
    If not previously commenced, notify
the appropriate Governmental Agencies and all
interested parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)iii.
    
    Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developers grading program.iv.
    
    Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).v.
    
    Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.vi.
    
    If not previously remediated by Nuevo
during the soils remediation process of those sites that
are set out in Attachment 4 as Developers
responsibility, remediate (at Developers cost) those
specific sites requiring remediation identified in the
approved Remedial Action Plan that lie within
Development Areas or within the grading area adjacent to
the Development Areas including 15




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exhuming and remediating the contaminated soils which
it shall also isolate and stockpile for placement by
the Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developers cost) from the site for
appropriate disposal.vii.
    
    At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan. C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4:  i.
    
    Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.ii.
    
    Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.iii.
    
    Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.iv.
    
    Relocate temporary service lines
serving the oil operations as may be necessary. D. During grading, on a Segment-by-segment basis, in accordance with
the phasing plan, Developer shall:  i.
    
    Prepare and process the Precise Area
Plans and Level B Tentative Maps through the appropriate
Governmental Agencies, showing the final lot layout and
the Joint Use and Exclusive Use Areas to be retained
around the wells remaining in operation. The Precise
Area Plans will clearly identify all wells to be
abandoned, and identify all abandoned wells that will
require methane venting in accordance with the
requirements of the Orange County Fire Authority and
other appropriate Governmental Agencies. 16




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ii.
    
    Grade the Development Areas in accordance with the approved Grading
Plan.iii.
    
    Immediately notify Nuevo and Operator in the event Developer excavates
any unidentified previously abandoned wells. Developer shall promptly
reabandon such wells in accordance with the requirements of all
appropriate Governmental Agencies.iv.
    
    Place soils stockpiled as a result of Developers remediation activities
within deep fills in accordance with the criteria established within the
approved Remedial Action Plan. The location and constituency components
of these soils will be detailed and reported in the final grading report
prepared by the Developer.v.
    
    Install all required erosion control devices in accordance with the
approved Grading Plan, ensuring that storm runoff will be diverted from
the area(s) affected by the Program.vi.
    
    At all times comply with the General Construction Activity Stormwater
Permit.vii.
    
    Based upon the approved Precise Area Plans, provide Nuevo and Operator
with grade elevations and staking for all wells.viii.
    
    Prepare the grading plans (Grading Plans) and process them for
approval by the appropriate Governmental Agencies.ix.
    
    Prepare the final Street and Utility Improvement Plans and process them
for approval by the appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil production service
facilities as provided by Operators Facilities Plan.x.
    
    Prepare the Level B Final Maps and process them for approval by the
appropriate Governmental Agencies, and record such maps at the County
Recorders office. The Level B Final Maps will identify all Exclusive and
Joint Use Areas.xi.
    
    Identify and dispose of any previously unidentified oil production
facilities or third party facilities uncovered during the course of the
grading operation.xii.
    
    Cleanup and remediate any crude oil released during the course of the
grading operations according to standards approved by the appropriate
Governmental Agency. 17




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xiii.
    
    Prepare a final soils and geological
report on the Development Areas and obtain from the
appropriate Governmental Agency, a final compaction
certificate relating thereto, within sixty (60) days of
completion of grading for each phase.xiv.
    
    Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements. E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows:  i.
    
    Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.ii.
    
    Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties joint satisfaction.iii.
    
    Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands. III. Post-Grading Events: A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:  i.
    
    Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.ii.
    
    Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas. 18




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iii.
    
    Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.iv.
    
    Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operators continued operations in
accordance with grading operations.v.
    
    Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.vi.
    
    Install seismic monitoring devices
as required by the mitigation measures in the Final
Tonner Hills Environmental Impact Report. B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan,
Developer shall:  i.
    
    Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.ii.
    
    Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.iii.
    
    Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.iv.
    
    Provide construction staking for the
installation of Operators wells, pipelines and
facilities within the Development Areas.v.
    
    Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.vi.
    
    Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency. C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:  i.
    
    Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and 19




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continuing oil operations. State Proposition 65
language will be included in any Homebuyer
notification.ii.
    
    Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.iii.
    
    Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.iv.
    
    Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan. 2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
Developer Improvements including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4, so as to minimize the disruption of Operators
remaining Oil Operations, (e) after Final Acceptance by Developer of the
completed work, Developer shall be solely responsible for all maintenance,
repair, replacement, removal, and reinstallation of such completed work for
which Developer assumes Developers Liability and for any liability as a result
thereof or pertaining thereto. Developer shall bear the cost of future
relocation of such work requested by Developer and performed by Operator.
Developer shall fully cooperate with Nuevo and Operator in the implementation
of the Program. Developer shall (i) timely process all of its permit requests;
(ii) comment on all applicable submittals of specifications or plans within
five business days; and (iii) make all facilities available for accommodation
under the Program such that Nuevo may commence the Project Segment. To the
extent that Developer fails to fully and timely cooperate with Nuevo and Nuevo
incurs penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Developer and Developer
hereby agrees to indemnify and hold Nuevo harmless therefrom. Developer shall
also be liable to Operator for any and all incremental cost or expense incurred
by Operator in the performance of its work in the Program as a result of
Developers (or Nuevos, if acting on behalf of Developer) failure to fully and
timely perform and complete Developers Improvements. Developer shall use good
faith, commercially reasonable efforts to timely and expeditiously perform its
obligations and rights under this Agreement in a manner that minimizes the
interruption or curtailment of production and shall be liable to and indemnify
Operator for all losses resulting from the failure to do so. 2.3.1
Processing Costs  Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals. 20




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2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (Operator Improvements) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline
and facility locations, use of new, refurbished or salvaged equipment and
materials and the staging of the work to be performed shall be made by Nuevo
in the exercise of its reasonable discretion and in a manner consistent with
customary oil field practices. Should Operator request changes or
modifications to the design and engineering of Operator Improvements other
than changes or modifications required by applicable law or governmental
regulations and should Nuevo determine that such modifications can be
incorporated into the Program within the time duration specified in Attachment
4, Nuevo shall make such modification provided that Operator prepays all
incremental costs associated with such modification. Operator shall not
request a modification to the wells or well classifications set out in
Schedule B to Attachment 4 without first obtaining the written approval of
Developer. Incremental costs associated with such well changes, if any, shall
be pre-paid by Operator. 2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program. 2.4 Miscellaneous. 2.4.1 Remedies. 2.4.1.1 Default/Cure. Each of the terms conditions,
covenants and provisions of the Development Documents is a material
consideration for this Agreement, the breach of which shall be deemed a default
hereunder. Said default shall be deemed to have occurred if a Party has not
effected a cure within ten (10) days for payment of money hereunder and thirty
(30) days for all other defaults of receipt of notice specifying the breach in
the case of any of the obligations hereunder; provided, however, except as
otherwise specified herein, in the case of a breach of any of Nuevos
obligations hereunder, other than for the payment of money, which is not
capable of being cured within said thirty (30) day period, no default shall be
deemed to have occurred so long as Nuevo commences to cure such default within
ten (10) days of Notice and thereafter diligently and continuously prosecutes
the same to completion; provided however, that any such cure shall be
accomplished within ninety (90) days of the event giving rise to the Notice. 2.4.1.2 Remedies Cumulative. All rights, options
and
remedies of either Party contained in this Agreement shall be construed and
held to be cumulative, and none of them shall be exclusive of the other, and
either Party shall have the right to pursue any one or all of such remedies or
any other remedy or relief which may be provided by law or equity, whether or
not stated in this Agreement. Further, either Party may exercise 21




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hereunder, any of the rights, options and remedies, as and to the extent,
described in Sections 5 and 13 of the Development Declaration. 2.4.1.3 Arbitration. Except for the right of either
party to
apply to a court of competent jurisdiction for temporary restraining orders,
preliminary injunctions, writs of attachment, writs of possession or other
equitable or provisional relief, any controversy, dispute or claim of any kind
or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement, without limitation,
any claim based on contract, tort or statute, shall be settled by final and
binding arbitration by three (3) arbitrators in accordance with the Rules of
the American Arbitration Association then in effect (the Rules). Each party
to the arbitration shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary to
safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of this Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed. In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, the prevailing party in any and all such arbitration(s) or other
proceeding(s), including any bankruptcy proceedings, shall be entitled to
recover from the non-prevailing party all of the attorneys fees and costs
incurred by such party in each and every such arbitration or other proceeding,
including any and all appeals or petitions therefrom. As used in this
Agreement, attorneys fees shall be deemed, to the extent allowed by law, to
mean the full and actual costs of any legal services actually performed in
connection with the matters involved, calculated on the basis of the usual fee
charged by the attorneys performing such services, and shall not be limited to
reasonable attorneys fees as defined in any statute or rule of court. 2.4.1.4 Waiver. No waiver by either party of a
default
under any of the terms of this Agreement by the other, and no delay or failure
to enforce any of the terms of this Agreement shall be a waiver of or shall
affect a default other than as specified in such waiver. The consent or
approval of either party to any act by the other requiring consent or approval
shall not be deemed to waive or render unnecessary consent or approval to or of
any subsequent similar acts. 2.4.2. Continuous Operation. Operator agrees to use good
faith, commercially reasonable efforts to cooperate with Nuevo so that
Nuevo can proceed 22




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##### Table of Contents



continuously, diligently and in a timely manner in accordance with the terms
and conditions of this Agreement and in accordance with and as required under
the Development Documents, and except where mutual agreement is expressly
required, if Nuevo cannot proceed continuously and diligently due to Operators
unexcused failure to cooperate the same shall, at the option of Nuevo, be
considered as an event of default herein, except as such failure to so proceed
is excused by reason of any Unavoidable Delay. 2.4.3. Assignment. Nuevo may assign its rights hereunder at any time
without the consent of Developer. 2.4.4 Subdivision Maps and Applications. Subject to the provisions of the
Development Documents, if required to do so, and provided there exists no
default thereunder, Operator agrees, without cost to Operator and Nuevo, to
execute any and all Developer approved Level B Final Maps, applications and
petitions pertaining to the development of any portion of the Parcel. 2.4.5. Captions. The captions used herein are for convenience only, are
not part of this Agreement and do not in any way limit or amplify the
scope or intent of the terms
and provisions hereof. 2.4.6. Invalidity of a Provision. If any provision of this Agreement shall
be adjudged by a court in a final and non-appealable judgment to be void,
invalid, illegal or
unenforceable for any reason, the same shall in no way affect (to the
maximum extent
permissible by law) any other provision of this Agreement, the application
of any such provision
under circumstances different from those adjudicated by the court,
or the validity or
enforceability of this Agreement as a whole, but only to the extent that
performance of such
remaining provisions would not be inconsistent with the intent and
purposes of this Agreement. 2.4.7. Notices. Any notice to be given or other document to be delivered
by any Party to the other or others hereunder, and any payments between
parties, may be
delivered in person to an officer of any party, or may be delivered by
Federal Express, private
commercial delivery or courier service for next business day delivery, or
may be deposited in the
United States mail, duly certified or registered, return receipt
requested, with postage prepaid,
and addressed to the party for whom intended, as follows: 23




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##### Table of Contents



If to Nuevo (Nuevo):Nuevo Energy Company
1021 Main, Suite 2100
Houston, Texas 77002Attn:
    
    Phillip A. GobePhone:
    
    713-374-4832Fax:
    
    713-374-4817Email:
    
    gobep@nuevoenergy.comandAttn:
    
    Phillip E. SorbetPhone:
    
    661-395-5431Fax:
    
    661-395-5294Email:
    
    sorbetpp@nuevoenergy.comCopy to:Ullom Associates
16149 Redmond Way, Ste. 401
Redmond, Washington 98052Fax:
    
    (425) 836-2870Phone:
    
    (425) 836-2728Email:
    
    ullomjw@aol.comNossaman, Guthner, Knox & Elliott, LLP
18101 Von Karman Avenue, Suite 1800
Irvine, California 92612-1047Attn:
    
    William P. Tanner, IIIFax:
    
    (949) 833-7878Phone:
    
    (949) 833-7800Email:
    
    wtanner@nossaman.comTo Operator:
    
    BlackSand Partners, L.P.Attn:
    
    Tim Collins1801 Broadway, Suite 600
Denver, Colorado 80202Fax:
    
    (303) 296-0329Phone:
    
    (303) 296-1908Email:
    
    timdenver@aol.com
 24




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##### Table of Contents



Copy to:Arthur Wright, Esq.
Thompson & Knight LLP
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201Fax:
    
    (214)999-1695Phone:
    
    (214) 969-1409Email:
    
    arthur.wright@tklaw.comTo Developer:To be added upon execution of this Agreement by any
Developer.
 Notice may also be given by facsimile transmission (Fax) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above. 2.4.8. Binding Effect. Subject to Section 2.3.3 concerning assignments,
it is the intent of the Parties that the covenants, conditions, and
agreements imposed by this
Agreement (i) shall be binding upon and inure to the benefit of the
Parties and their respective
successors, heirs and assigns to all or any portion of the Minerals or to
a Developer and (ii) all of
the obligations of Nuevo as stated herein shall be binding upon and
enforceable against Nuevo
by any successor to Buyer. 2.4.9. Further Assurances. Each of the Parties shall execute and deliver
all additional papers, documents and other assurances, and shall do all
acts and things reasonably
necessary in connection with the performance of its obligations hereunder
and to carry out the intent of the Parties. 2.4.10. Time of Essence. Time is of the essence of each provision of this
Agreement of which time is an element. Any reference in this Agreement
to time for performance of obligations or to elapsed time shall mean consecutive
calendar days, months or years, as applicable, unless otherwise explicitly indicated herein. 2.4.11. Term. This Agreement shall remain in effect from the date first
shown above until Final Acceptance or the Expiration of the Development
Agreement between
Nuevo and Orange County dated December 19, 2002. Expiration of this
Agreement shall not
terminate any payment obligation, indemnity obligation or assumption of
liability all of which
shall survive this Agreement and remain in full force and effect. 25




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##### Table of Contents



2.4.12. Attorneys Fees. If any action or proceeding is instituted to
enforce or interpret any provision of this Agreement the prevailing party
shall by entitled to recover such amounts as the court may-judge to be
reasonable as costs incurred in such action, including, without limitation,
court costs and attorneys fees. 2.4.13 Payments. Any amounts which are due and owing to Nuevo or
Operator pursuant to the various terms of the Development Documents shall
be paid as specified.
If any of these amounts are not paid when due, such amounts shall bear
interest as specified in
the particular Section of the Development Document requiring such payment
or, if not so
specified, then at the maximum nonusurious rate which may be charged by a
nonexempt lender. 2.4.14 Applicable Law This Agreement and the documents in the forms
attached as exhibits hereto shall be governed by and construed under the
laws of the State of California. The Parties have executed this Agreement on the date first set forth
above. BLACKSAND PARTNERS, L.P.,
    
    NUEVO ENERGY COMPANY,a Texas Limited Partnership
    
    a Delaware corporationBy:
    
    BlackSand Energy, Inc.,
    
    By:
    
    /s/ GEORGE B. NILSENa Delaware corporationGeorge B. NilsenIts:
    
    General Partner
    
    Its:
    
    Senior Vice PresidentBy:
    
    /s/ TIM COLLINS
    
    By:
    
    /s/ Phillip A. GobeTim Collins
    
    
    
    Phillip A. GobeIts:
    
    President
    
    Its:
    
    Chief Operating Officer
 By:
    
    
    
    By:Its:
    
    
    
    Its:TIM COLLINS
    
    DeveloperIts:
    
    Chairman
    
    By:Its:
 26




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##### Table of Contents



PAYMENT AND PERFORMANCE AGREEMENT ATTACHMENT 1 LEGAL DESCRIPTION OF LAND




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##### Table of Contents



ATTACHMENT 1 THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN
BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42" WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25 WEST
62.67 CHAINS TO A 2" ×
4" POST MARKED 62.67 INMOUND WITH PITS; THENCE SOUTH
1° 45' WEST 58.96 CHAINS
TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45" WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39"
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30" EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" × 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30" EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5




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##### Table of Contents



1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC. , BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" x 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85°
48' 16"
WEST, 380.00 FEET TO A 2" x 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2' x 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2' x 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2' x 2" STAKE AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5




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##### Table of Contents



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243. ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5




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THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243. SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'
18"E 381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL
1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS N 10°33'18"E 381.48"  ON SAID
RECORD OF SURVEY NO. 20011007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS
N10°33'18E
381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5




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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48" 11"
WEST 529.60 FEET TO A 2"×2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48" 16" WEST, 380.00 FEET TO A 2"×2"
STAKE; THENCE NORTH 4° 11" 44" EAST 1750.00 FEET TO A 2"×2" STAKE;
THENCE SOUTH 85° 48" 16" EAST 380.00 FEET TO A 2"×2" STAKE; THENCE
SOUTH 4° 11" 44" WEST 1750.00 FEET TO A 2"×2" STAKE AND THE TRUE POINT
OP BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT
 Al" SITE DEPICTION ", IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (STAMP)
    
    PREPARED BY: THE KEITH COMPANIES 
UNDER THE DIRECTION OF:-s- KATHLEEN SUSAN TETRAULT
KATHLEEN SUSAN TETREAULT P.L.S.7297 
MY LICENSE EXPIRES 12/31/2004January 31, 2003
JN: 13207.00
 Page 5 of 5




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##### Table of Contents



ATTACHMENT 2 LIST OF ENGINEERING FIRMS PER SECTION 2.1.9 Cawley, Gillespie & Associates, Inc. DeGoIyer & McNaughton, Inc. Notherland, Sewell & Associates, Inc. Ryder Scott Company




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##### Table of Contents



ATTACHMENT 3 RELATED THIRD-PARTY EASEMENTS,
CONTRACTS AND LICENSE AGREEMENTS (Oil Field Related Third
Party Easements and License  TPEL) RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationRight-of-Way
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil Oil
Corporation
    
    82-340271
Los Angeles
CountyLicense
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell Oil
Company
    
    UnrecordedLicense PSA
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western
E&P Inc.
    
    UnrecordedEasement
    
    7/27/62
    
    Union Oil Company of
California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/62
6245/654Easement
    
    9/13/84
    
    Union Oil Company of
California
    
    City of Brea
    
    10/11/84
84-421551Easement
    
    9/10/85
    
    Union Oil Company of
California
    
    City of Brea
    
    10/7/85
85-382994Easement
    
    9/2/86
    
    Union Oil Company of
California
    
    Brea H.O.P.E.
Inc.
    
    10/1/86
86-459482Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96
Inst.
19960153323Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96
Inst.
19960153324Easement
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil Oil
Corporation
    
    3/31/82
Inst. 82-340271
[Los Angeles
County]Easement
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell Oil
Company
    
    N/AEasement
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western
E&P Inc.
    
    N/AEasement
    
    4/1/58
    
    Union Oil Company of
California
    
    The Metropolitan
Water District of
Southern
California
    
    5/21/58
4291/400Easement for Oil
Wells
    
    10/16/58
    
    Collier Carbon and
Chemical Corporation
    
    Union Oil
Company of
    
    11/3/58
4470/10
 1




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##### Table of Contents



ATTACHMENT 3 RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationCaliforniaNon-Exclusive
Easement and
Right-of-Way
    
    7/27/62
    
    Union Oil Company of
California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/62
6245/654Right-of-Way
    
    10/2/62
    
    Union Oil Company of
California
    
    Southern
California
Edison Company
    
    1/18/63
6399/705Grant of
Easement
    
    9/18/78
    
    Union Oil Company of
California
    
    Southern
California
Edison Company
    
    2/5/79
13024/1157Grant of
Easement
    
    5/17/88
    
    Union Oil Company of
California, dba
UNOCA1
    
    Southern
California
Edison Company
    
    6/7/88Inst. 88-268095Easement
    
    9/15/95
    
    Union Oil Company of
California, dba
UNOCA1
    
    UNOCAL
California
Pipeline
Company
    
    10/25/95
Inst.
19950473641Grant of
Easement
    
    12/11/95
    
    Union Oil Company of
California, dba
UNOCA1
    
    Southern
California
Edison Company
    
    1/4/96
Inst.
19960004773Easement PSA
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96
Inst.
19960153322Easement PSA
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96
Inst.
19960153323Easement PSA
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96
Inst.
19960153324Easement
    
    5/7/96
    
    Nuevo Energy
Company
    
    Union Oil
Company of
California dba
UNOCA1
    
    5/26/96
Inst.
19960254739Pipeline Right-
Of-Way
    
    5/12/02
    

    The Sterns Ranchos
Company
    
    Pacific Coast Oil
Company
    
    6/25/02
Do not have
recording info.License
    
    5/1/59
    
    Union Oil Company of
California
    
    Shell Oil
Company
    
    Do not have
recording info.
 Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company. 2




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##### Table of Contents



ATTACHMENT 3 ADDITIONAL CONTRACTS AND GIFT DEED  1.
    
    Memorandum of Understanding between Nuevo, County of Orange and City of
Brea dated December 10, 2002 regarding pre-annexation.2.
    
    Development Agreement dated December 19, 2002, between Nuevo and County
of Orange.3.
    
    Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo dated as of October 28, 2002.4.
    
    Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District Conveying 0.425 acres, recorded on February 25, 2003 as
Instrument No. 2003000207265 in the official records of Orange County. 3




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##### Table of Contents



Attachment Brca Field Development Accommodation Program AgencyDuration
    
    
    
    Responsible
    
    
    
    ApprovalCost (S)
    
    Activity
    
    Category
    
    Party
    
    Action
    
    RequiredPRE-PHASE I Initial Activity170,000
    
    7weeks
    
    G,T
    
    Nuevo
    
    Preliminary Engineering Design: Pipelines, Tank Farms, Utilities, Power System300,000
    
    7weeks
    
    T
    
    Nuevo
    
    SCAQMD Permitting: Tank Farm(s), Compressors, Pumps, Vessel, etc.
    
    SCAQMD3months
    
    R
    
    Developer
    
    Re-vegetation of Open Space (Reference Schedule E)
    
    USA COE3,061,500
    
    36weeks
    
    A.B.C.D.E
    
    Nuevo
    
    Begin Procurement: Tanks, Vessels, Pipe, Transformers, Pumps1,830,000
    
    20weeks
    
    G
    
    Nuevo
    
    Detailed Engineering Design2,080,000
    
    20weeks
    
    M,0
    
    Nuevo
    
    Initial Abandonment of Idle Wells & Re-Abandonments (25 Total) Covering All Phases of Project (ReferenceWell Work Listing - Schedule B)
    
    CALDOGGRPRE-PHASE I Intermediate Activity3,061,500
    
    36weeks
    
    A,B,C,D,E
    
    Nuevo
    
    Continue Procurement: Tanks, Vessels, Pipe, Transformers, Pumps1,908,200
    
    4months
    
    R
    
    Nuevo
    
    Remediation Required by EIR (Reference Schedule D)
    
    OCHCA4weeks
    
    G
    
    Nuevo
    
    Building Permits: Tanks, Power System, Vessels
    
    BLDGDEPTRemoval of Infrastructure within Development Area (Reference Drawings BO-200-2003, 2004, 2005) and Initial1,150,000
    
    13weeks
    
    I,M
    
    Nuevo
    
    Abandonment of Active Wells (17 wells) for Phase I (Reference Well Work Listing - Schedule B)
    
    OCHCA1,000,000
    
    30weeks
    
    A.C.F
    
    Nuevo
    
    Begin Construction of Field Infrastructure1,000,000
    
    30weeks
    
    D
    
    Nuevo
    
    Begin Construction of Power System456,000
    
    19wweks
    
    B
    
    Nuevo
    
    Construct Expanded Tonner Canyon Tank Facility
    
    SCAQMDDeveloper
    
    Tentative Map (needed prior to grading)PRE-PHASE I Final Activity1,661,000
    
    30weeks
    
    A,C,F
    
    Nuevo
    
    Construct Field InfrastructureDeveloper
    
    Corehouse Demolition1,840,000
    
    30weeks
    
    D
    
    Nuevo
    
    Construct Power System500,000
    
    4 weeks
    
    L
    
    Nuevo
    
    Temporary Removal of Equipment for Accommodated Wells (46 wells) for Phase I in Development and GradingAreas (Reference Well Work Listing - Schedule B)3,417,936
    
    9months
    
    I,R
    
    Nuevo
    
    2ast Naranjal Tank Farm Demolition & Remediation
    
    OCHCAPHASE IDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure2,135,000
    
    17 weeks
    
    P
    
    Nuevo
    
    Raise/Lower Wellheads of All Phase I Accommodated Wells (46 Wells) (Reference Well WorkListing-Schedule B)165,000
    
    4 weeks
    
    M,O
    
    Nuevo
    
    Final Abandonment of Phase I Wells (35 Idle, Re-Abandonments & Active WellsX Reference Well Work Listing -Schedule B)
    
    CALDOGGR1,941,000
    
    17 wwks
    
    L
    
    Nuevo
    
    Accommodation for Phase I Accommodated Wells (46 Wells) ( Reference Well Work Listing - Schedule B)225,000
    
    13 weeks
    
    I,R
    
    Nuevo
    
    Removal of Infrastructure (Reference Drawings BO-200-2003, 2004, 2005) within Development Area and Initial200,000
    
    4 weeks
    
    I,L
    
    Nuevo
    
    Abandonments of Active Wells (8 wells) for Phase II (Reference Well Work Listing - Schedule B)
    
    CALDOGGRTemporary Removal of Equipment for Accommodated Wells (21 wells) for Phase II (Reference Well WorkListing - Schedule B)PHASE IIDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure900,000
    
    17 weeks
    
    P
    
    Nuevo
    
    Raise/Lower Wellheads of All Phase II Accommodated Wells (21 Wells) (Reference Well Work Listing -chedule B)85,000
    
    4 wwks
    
    M,O
    
    Nuevo
    
    Final Abandonment of Phase II Wells (14 Idle, Re-Abandonments & Active WellsX Reference Well WorkListing - Schedule B)
    
    CALDOGGR1,018,000
    
    17 weeks
    
    L,H
    
    Nuevo
    
    Accommodation for Phase II Accommodated Wells (21 wells) ( Reference Well Work Listing - Schedule B)100,000
    
    4 weeks
    
    I,R
    
    Nuevo
    
    Removal of Infrastructure and Initial Abandonment of Active Wells (3 wells) for Phase III ReferenceWell Work Listing - Schedule B)
    
    CALDOGGRPHASE IIIDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure92,000
    
    1 week
    
    M,O
    
    Nuevo
    
    Final Abandonment of Phase III Wells (4 idle and active wells) (Reference WellWork Listing - Schedule B)
    
    CALDOGGR84,000
    
    4 weeks
    
    S
    
    Nuevo
    
    Seismic Sensor Installation
    
    BLDGDEPT




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Schedule A Accommodation Categories Activity
    
    BreaCode
    
    Accommodation Costs
    
    ($M)InfrastructureA
    
    Water flood
    
    
    695B
    
    Production Gathering
    
    
    2,822C
    
    Gas Collection
    
    
    2,296D
    
    Electrical
    
    
    5,247E
    
    Taxes / Freight
    
    
    1,060F
    
    Misc.(NDE&Cathodic Protection)
    
    
    300G
    
    Engineering
    
    
    2,000Total Infrastructure
    
    
    14,420OtherH
    
    Noise Control, Fencing, & Screens
    
    
    600I
    
    Demolition
    
    
    1,000J
    
    New Warehouse
    
    
    76L
    
    PCP or SPS Units (46)
    
    
    2,875M
    
    Well Abandonments (46)
    
    
    2,760O
    
    Well Reabandonments (10)
    
    
    1,000P
    
    Raise / Lower Wellheads (74)
    
    
    3,039R
    
    Soil Remediation
    
    
    3,850S
    
    Seismic
    
    
    80T
    
    Permits
    
    
    300Total - Other
    
    
    15,580Grand Total
    
    
    30,000




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Schedule B Well Work Listing AbandonmentsDevelopment
    
    
    
    Vaulted
    
    PeripheralPhase
    
    Idle Wells
    
    Active Wells
    
    Reabandonments *
    
    Wells
    
    Wells1
    
    EN 17
    
    EN 16
    
    EN 1
    
    EN 26
    
    36 RD1
    
    EN 18
    
    32 RD
    
    EN 2
    
    46
    
    521
    
    33
    
    34
    
    35
    
    79
    
    52 A1
    
    40
    
    51 A
    
    39
    
    89
    
    551
    
    50
    
    75 RD
    
    92
    
    90
    
    55 A1
    
    51
    
    91
    
    
    
    147
    
    731
    
    152
    
    144
    
    
    
    148
    
    1601
    
    199
    
    165
    
    
    
    150
    
    1631
    
    215
    
    207
    
    
    
    151
    
    1731
    
    216
    
    208
    
    
    
    153
    
    1741
    
    257
    
    218
    
    
    
    171
    
    1961
    
    268
    
    244
    
    
    
    198
    
    2061
    
    284
    
    258
    
    
    
    221
    
    2091
    
    
    
    283
    
    
    
    232
    
    2101
    
    
    
    301
    
    
    
    256
    
    2131
    
    
    
    304
    
    
    
    269
    
    2221
    
    
    
    309
    
    
    
    285
    
    2231
    
    
    
    
    
    
    
    287
    
    2241
    
    
    
    
    
    
    
    288
    
    2251
    
    
    
    
    
    
    
    292
    
    2491
    
    
    
    
    
    
    
    294
    
    2821
    
    
    
    
    
    
    
    159
    
    3021
    
    
    
    
    
    
    
    217 RD21
    
    
    
    
    
    
    
    2472
    
    145
    
    80
    
    17
    
    87
    
    372
    
    146
    
    81 RD
    
    41
    
    134
    
    742
    
    
    
    88
    
    42
    
    180
    
    1332
    
    
    
    100
    
    44
    
    211
    
    1412
    
    
    
    164
    
    
    
    230
    
    1682
    
    
    
    178
    
    
    
    259
    
    1762
    
    
    
    203
    
    
    
    276
    
    1772
    
    
    
    251
    
    
    
    281
    
    1812
    
    
    
    
    
    
    
    293
    
    1902
    
    
    
    
    
    
    
    
    
    2192
    
    
    
    
    
    
    
    
    
    2202
    
    
    
    
    
    
    
    
    
    241222222223
    
    197
    
    1303
    
    
    
    1923
    
    
    
    194Total Wells
    
    16
    
    28
    
    9
    
    33
    
    34
 * Reabandonments subject to verification of need




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Schedule C Drawing List Drawing Number
    
    Drawing TitleBO-200-2001
    
    Conceptual Pipeline/Electrical CorridorBO-200-2003
    
    Existing Oil Gathering System for Real Estate DevelopmentBO-200-2004
    
    Existing Gas Gathering System for Real Estate DevelopmentBO-200-2005
    
    Existing Water Injection System for Real Estate Development




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(MAP)




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(MAP)




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(MAP)




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(MAP)




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Schedule D Remediation Required By EIR (Nuevo) As set out in the approved Remedial Action Plan
submitted December 16, 1999, as amended
October 3, 2001, December 27, 2001 and January 13, 2003




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Schedule E Re-Vegetation Of Open Space As set out in the Biological Assessment included within the
Biological Opinion dated December 30, 2002 as used by
the US Army Corps of Engineers in its Section 404 Permit




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PURCHASE AND SALE AGREEMENT BETWEEN NUEVO ENERGY COMPANY AND BLACKSAND PARTNERS, L.P.




---



##### Table of Contents



REVISED 2/27/03
2:15 P.M. PURCHASE AND SALE AGREEMENT BETWEEN NUEVO ENERGY COMPANY AND BLACKSAND PARTNERS, L.P.




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##### Table of Contents



TABLE OF CONTENTS PageARTICLE 1 DEFINITIONS, APPROVALS AND CONSIDERATION
    
    
    11.1 Definitions
    
    
    11.2 Governmental Approvals
    
    
    81.3 Consideration
    
    
    8ARTICLE 2 PURCHASE PRICE
    
    
    82.1 Purchase of the Property Interests
    
    
    82.2 Purchase Price
    
    
    82.3 Intentionally Omitted
    
    
    112.4 Intentionally Omitted
    
    
    112.5 Buyers DD Period; Return of Documents
    
    
    112.6 Conditions to Close
    
    
    13ARTICLE 3 REPRESENTATIONS AND WARRANTIES; AS IS PURCHASE;
DISCLAIMERS AND REQUIRED DISCLOSURES; GOVERNMENTAL APPROVALS AND
COMPLIANCE; DEVELOPMENT COSTS, TAXES AND ASSESSMENTS; INSURANCE;
INDEMNITIES
    
    
    133.1 A. Authorization of Buyer
    
    
    133.2 Covenants by Buyer; AS IS Purchase
    
    
    193.3 Development Costs, Taxes and Assessments
    
    
    223.4 Insurance
    
    
    223.5 Release and Indemnity
    
    
    253.6 Sellers Indemnity
    
    
    31ARTICLE 4 FURTHER DOCUMENTATION
    
    
    324.1 Grant Deed
    
    
    324.2 Natural Hazard Zones
    
    
    324.3 Development Declaration, PAPA, and Nuevo Grant of Easements to Buyer
    
    
    324.4 Non-Exclusive Assignment of Contract Rights and Bill of Sale
    
    
    324.5 Repository Instructions to Buyers General Partners Counsel
    
    
    324.6 Development Declaration Covering the Development Areas and Remainder Parcels.
    
    
    32ARTICLE 5 GENERAL PROVISIONS
    
    
    335.1 Notices
    
    
    335.2 Payments; Interest; Liens
    
    
    345.3 Intentionally Omitted
    
    
    355.4 Signing of Documents
    
    
    355.5 Captions
    
    
    355.6 Governing Law and Venue
    
    
    355.7 Time of the Essence; Successors and Assigns
    
    
    355.8 Remedies
    
    
    355.9 Arbitration/Attorneys Fees
    
    
    365.10 Severability
    
    
    375.11 Gender and Number
    
    
    375.12 Brokerage Commission
    
    
    375.13 Waiver of Jury Trial
    
    
    37
 i




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Page5.14 Survival of Certain Covenants
    
    
    375.15 Recording
    
    
    385.16 Conflicts
    
    
    385.17 Retained Obligations Under Hover Agreement
    
    
    385.18 Assignment of Agreement
    
    
    385.19 No Partnership or Agency
    
    
    395.20 Resolution of Contractual Uncertainties
    
    
    395.21 Assignment of License Agreements/Leases
    
    
    395.22 Notice on Approved Transfer
    
    
    395.23 Entire Agreement; Exhibits
    
    
    395.24 Stand-Alone Insurance
    
    
    405.25 Further Assurances and Cooperation
    
    
    415.26 Intent of Definitions
    
    
    415.27 Intentionally Omitted
    
    
    415.28 Continuing Seller Interests
    
    
    415.29 Unocal Asset Purchase Agreement
    
    
    425.30 Like-Kind Exchange
    
    
    425.31 Oil Well Exhibit
    
    
    425.32 Intentionally Omitted
    
    
    435.33 Oil Price Hedge
    
    
    435.34 Waiver, Release and Indemnities: Limitations under the PAPA
    
    
    435.35 Buyers Counsel as Closing Repository
    
    
    43




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PageDESCRIPTIONEXHIBIT A
    
    LEGAL DESCRIPTION OF THE PROPERTY INTERESTSEXHIBIT B
    
    REPOSITORY INSTRUCTIONS TO BUYERS GENERAL PARTNERS COUNSELEXHIBIT C
    
    NON-EXCLUSIVE ASSIGNMENT OF NUEVOS CONTRACT RIGHTS AND BILL OF SALEEXHIBIT D
    
    GRANT DEEDEXHIBIT E
    
    NATURAL HAZARD ZONESEXHIBIT F
    
    EXCLUDED INTERESTS AND RETAINED OBLIGATIONSEXHIBIT G
    
    RIGHTS-OF-WAY AND CONTRACTSEXHIBIT H
    
    LIST OF KNOWN OIL WELLS AND DEPICTION OF RETAINED PROPERTIESEXHIBIT I
    
    PAYMENT AND PERFORMANCE AGREEMENT INCLUDING ACCOMMODATION AND REMEDIATION PROGRAMEXHIBIT J
    
    ASSUMPTION OF OBLIGATIONSEXHIBIT K
    
    EASEMENT AGREEMENT (NUEVO TO BUYER)EXHIBIT L
    
    DEVELOPMENT DECLARATIONEXHIBIT 2.2.2.
    
    2002 HISTORICAL COSTS AND EXPENSES




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PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (Agreement) is made this 28th day of
February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware corporation
(Nuevo of Seller), and BLACKSAND PARTNERS, L.P., a Texas limited
partnership (Buyer), upon the following terms and conditions: RECITALS A. Seller is the owner of those certain parcels of real property (Land
or Property as defined in 1.1.29), consisting of approximately 810 acres,
located in the County of Orange, State of California, and all the mineral
interests therein (Property Minerals as defined in Section 1.1.44) more fully
described in Exhibit Al, and is also the owner of (i) certain mineral
interests in the Adjacent Property (defined in Section 1.1.4) as more fully
described in Exhibit A2, (ii) certain mineral interests in the District
Property (defined in Section 1.1.13) as more fully described in Exhibit A3
and (iii) certain interests in other fee minerals as more fully described in
Exhibit A4. The Property Minerals and the interests described in (i) through
(iii) above, are collectively referred to herein as Minerals (as defined in
1.1.33). A depiction of the Land is attached as Exhibit A5. B. Seller has already taken steps toward the preparation of a portion of
the surface of the Property for development (Project as defined in 1.1.42),
including the submission of certain governmental approval documents for
approval of the Project. Upon the execution hereof, Seller and/or the purchaser
of the Project (Developer), shall retain all rights and responsibilities for
the continued processing of such governmental approval documents, subject only
to any right of Buyer contained in the Payment and Performance Agreement
(PAPA) attached hereto as Exhibit I. C. Buyer desires to purchase the Property Interests (defined in Section
1.1.43) from Seller and Seller desires to sell the Property Interests to Buyer
on the terms and conditions hereinafter set forth, including the repository
instructions to Buyers general partners counsel (Repository Instructions)
attached hereto as Exhibit B. ARTICLE 1
DEFINITIONS, APPROVALS AND CONSIDERATION  1.1
    
    Definitions. 1.1.1 A Final Map or Level A Final Map shall mean a final tract map of
the Property, showing the Development Areas, Retained Properties and Remainder
Parcels as separate, legal parcels under the Map Act. Level B Final Map shall
mean a final map of a Development Area as defined in the Map Act and a Level
B Tentative Map shall mean a tentative map of a Development Area as defined
in the Map Act (commonly referred to as subdivision maps). 1




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1.1.2 Adjacent Grant Deed shall mean the grant deed from Seller to Brea
Walden, LLC, dated October 3, 2001, and recorded with the County on October 9,
2001 as Instrument No. 20010710856. 1.1.3 Adjacent Minerals shall mean the items described in Reservations A
and B of the Adjacent Grant Deed. 1.1.4 Adjacent Property shall mean the real property described in
Attachment 1 to the Adjacent Grant Deed (and exclusive of the property
described in Reservations A through E to the Adjacent Grant Deed). 1.1.5 Appurtenant Interests shall mean the following: 1.1.5.1 All of Sellers mineral fee interests, royalties, rights to
receive royalties under existing oil, gas and/or mineral leases, rights to take
royalties, and overriding royalties, and working interests in kind and all
other types of interests, whether vested, contingent, reversionary or
otherwise, in oil, gas and all other minerals of any nature whatsoever lying
on, at or near the surface or at any depths or intervals below the surface, in
the Property (collectively, the Property Minerals). 1.1.5.2 All of Sellers rights, title and interest in rights-of-way,
easements, permits, plans, franchises, licenses, servitudes, surface leases,
and real estate use and occupancy rights and agreements of every kind and
character in, on, across, adjoining or abutting or in any other way relating to
the Property and Adjacent Property in connection with, relating to or arising
out of Oil Operations (collectively, the Rights-of-Way), specifically
including, without limitation, those certain rights-of-way (a) listed in
Exhibit G, which to the best of Sellers knowledge (as defined in Section 3.
IB) include all of the material rights-of-way pertaining to the Oil Operations,
and (b) granted in the Easement Agreement. Certain of the Rights-of-Way pertain
to operations and activities affecting both the Property Interests and the
surface estate of the Land. In those instances, Buyer shall be conveyed a
non-exclusive interest in any such Right- of-Way as designated on Exhibit G. 1.1.5.3 All of Sellers rights, title and interest in all contracts and
agreements relating to the Minerals and Oil Operations, as amended from time to
time (collectively Contracts), specifically including without limitation,
those certain Contracts listed in Exhibit G, which to the best of Sellers
knowledge (as defined in Section 3.IB) include all of the Contracts pertaining
to the Minerals. 1.1.5.4 All of Sellers fixtures, equipment (including but not limited to
gas turbines, gas processing equipment and oil blending equipment) and
personal property associated with the Minerals and Oil Operations
(collectively, the Equipment). 1.1.5.5 All claims and causes of action in favor of Seller, now existing
or hereafter arising, from or in any way pertaining to Minerals, or in any way
pertaining to, arising from or attributable to the development, production
and/or sale of oil, gas and/or other minerals from the Minerals or Oil
Operations, to the extent such claims or causes of action arise from factors
occurring on or subsequent to the Effective Date (collectively, Claims).
All Claims, 2




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including Claims for refunds, adjustments, income or contribution arising
prior to the Effective Date shall, unless otherwise specified in this
Agreement, be retained by Seller. 1.1.5.6 All of Sellers interest in (i) licenses, permits,
authorizations, and approvals issued by Governmental Agencies respecting and
relating to the Minerals or Oil Operations; and (ii) plans and third party
reports, specifications and surveys of the Minerals (collectively, Rights). 1.1.6 Close or Closing shall mean the contemporaneous payment of the
Purchase Price from Buyer to Seller and the recordation of documents with the
County Recorder, as described in the Repository Instructions. 1.1.7 County of Orange or County shall mean Orange County, California,
and any City within the County, as applicable. City shall mean Brea,
California. 1.1.8 Developer shall mean Seller as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities, collectively and individually) which subsequently acquires all or any
portion of the surface fee interest in the Land for the purpose of developing
all or part of the Project. 1.1.9 Development Areas shall mean those portions of the Property
designated for improvements by Developer in connection with the Project, all as
shown in the final Area Plan, the A Final Map or any Level B Final Map. 1.1.10 Development Declaration shall mean the Development Declaration
attached as Exhibit L. 1.1.11 Development Documents as used in this Agreement or in any of the
documents described in the Article hereof entitled Further Documentation
shall mean this Agreement (with all its exhibits), together with each and every
document described in such Article and shall include without limitation the (a)
Non-Exclusive Assignment of Nuevos Contract Rights and Bill of Sale, (b) Grant
Deed, (c) PAPA, (d) Easement Agreement, (e) Development Declaration and (f)
Repository Instructions. All of the definitions contained in any of the
Development Documents, unless stated otherwise in this Agreement, are
incorporated herein by reference. 1.1.12 DD Period shall mean that certain DD period during which Buyer
satisfied itself as to the suitability of the Oil Operations and Property
Interests for their intended purpose and use. 1.1.13 District Property shall mean the real property conveyed to the
Brea-Olinda Unified School District (District) pursuant to that certain
Impact Mitigation Agreement between Seller and the District, dated as of
October 28, 2002, as described in the grant deed (the District Deed) from
Seller to the District, a copy of which has been provided to Buyer. District
Minerals shall mean the items described in Reservations A and B of the
District Deed. 1.1.14 Effective Date shall mean January 1, 2003. 3




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1.1.15 Environmental Laws shall mean Environmental Laws as defined in
Section 3.5.7. 1.1.16 Excluded Interests shall mean those interests more fully
described in Exhibit F1. 1.1.17 Subject to Exhibit I, Exclusive Use Areas for individual wells,
including injector wells, shall mean those areas within the Development Areas
around and immediately contiguous to Oil Wells (including newly drilled wells
after the Close) which are for the exclusive use of Buyer for its Oil
Operations, including, but not limited to, operating, pulling and reworking of
Buyers Oil Wells and for the repair, maintenance or other operations on any
pipeline, electrical facilities or any other Facility used in connection with
Buyers Oil Operations. Said Exclusive Use Areas are each anticipated to be
approximately (a) ten feet (10) by ten feet (10) in the Development Areas and
(b) sixty feet (60) by ninety feet (90) in the Open Space Areas. 1.1.18 Retained Obligations shall mean (a) any obligations or duties
under the Hover Agreement as set forth on Exhibit F2, including the
obligation to plug or abandon wells or perform other remedial work, (b) the
obligations and liabilities relating to or arising from the matters set forth
on Exhibit F3, and (c) the obligations and liabilities relating to or arising
from that certain Impact Mitigation Agreement described in 1.1.13. 1.1.19 Finished Grading shall mean the grading of the Property, from
time to time, in accordance with the Level B Tentative Maps, which will have
been approved by the appropriate Governmental Agency. 1.1.20 Intentionally Omitted. 1.1.21 Governmental Agency or Governmental Body shall mean the State
of California (State) and any governmental body of the State, and shall also
include all public and quasi-governmental entities within the State and any
federal agency or body with jurisdiction over the Land, Property Interests
and/or Oil Operations, or any portion thereof, for any reason or purpose. 1.1.22 Governmental Approval Documents shall mean any and all
agreements, documents, applications, requests, submissions, correspondence
and/or writings of any nature submitted to, approved and/or engendered or
prepared by a Governmental Agency in connection with the Governmental
Approval(s). 1.1.23 Governmental Approvals means any and all governmental approvals,
permits, rights and/or entitlements of any nature whatsoever requested from
or granted by any Governmental Agency in connection with, relating to or
arising out of Oil Operations. 1.1.24 Grant Deed shall mean the executed and recordable deed conveying
the Minerals and Rights-of-Way to Buyer, generally in the form attached as
Exhibit D. 1.1.25 Hazardous Substance shall mean Hazardous Substance as described
in Section 3.5. 4




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1.1.26 Hover Agreement shall mean that certain agreement for the
purchase and sale of the Adjacent Property between Seller and Brea Walden, LLC
dated September 28, 2001, as amended, including without limitation, the escrow
instructions and other exhibits contained therein. 1.1.27 Information shall mean those items of information and materials
described in Section 2.5.1. 1.1.28 Subject to Exhibit I, Joint Use Areas for individual wells
shall mean those areas in the Development Areas around and immediately
contiguous to the Exclusive Use Areas which are for the joint use of Buyer, or
Buyers successors in interest, and Developer and which may be used by Buyer
for its Oil Operations e.g., among other things, to pull and rework Buyers Oil
Wells, lay, construct, maintain, operate, repair, renew, change the size of and
remove pipelines and electrical and other Facilities, together with
valves and other necessary appurtenances, for the transportation of oil,
petroleum, gas, gasoline, water and other substances, over, across, along,
through, in and under the Property. Said Joint Use Areas are each
anticipated to be approximately sixty feet (60) by ninety feet (90). 1.1.29 Land or Property shall mean the real property, consisting of
approximately 810 acres, located in the County, depicted in Exhibit A5. 1.1.30 Map Act shall mean the California Subdivision Map Act (Cal. Gov.
Code §§66410 et seq.). 1.1.31 Grading shall mean the rough excavation of the Property, as
required by Developers development of the Project (including temporary water
and power, fencing, demolition, clearing and grubbing, and erosion, dust and
vector control during the period of such grading work). Grading will include
bringing the lots to blue top staked rough grade elevations and street sections
to the established rough grade sections, ready for utilities. Grading Plan
shall mean the rough grading plan approved for the Project by the appropriate
Governmental Agencies. 1.1.32 Material, as used in Sections 3.1.9, 3.1.17, 3.1.18, and 3.1.19
respectively, shall mean an aggregate amount in excess of $500,000 for the
matters set forth in each such section individually. 1.1.33 Minerals shall mean the Property Minerals, Adjacent Minerals,
District Minerals and Other Minerals, collectively. 1.1.34 Oil Operations shall mean to operate and service each of
Sellers present and future oil wells and related oil field Facilities on the
Land, as defined in Section D2 of Exhibit K. 1.1.35 Oil Wells shall mean the Oil Wells shown on Exhibit H, and any
newly drilled wells after the Close. 1.1.36 Open Space Areas shall mean those portions of the Property
designated for open space within the Remainder Parcel(s), in the final Area
Plan or the Level A Final Map. 5




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1.1.37 Operator shall have meaning prescribed in the PAPA which is
attached at Exhibit I. 1.1.38 Other Minerals shall mean those mineral interests, more fully
described in Exhibit A4. 1.1.39 PAPA shall mean the Payment and Performance Agreement attached as
Exhibit I. 1.1.40 Intentionally Omitted. 1.1.41 Party or party shall mean Seller or Buyer. 1.1.42 Project shall mean that certain project (a) described in the
following documents: (i) EIR No. 581, SCH No. 2001031137, for the Tonner Hills
Planned Community, dated April, 2002, approved by the County as lead Agency on
November 19, 2002, as amended and/or modified from time to time (EIR), (ii)
Planned Community 2001-01, (iii) Development Agreement ZC01-01, (iv) Tonner
Hills Area Plan and (v) Biological Opinion dated December 30, 2002, as used by
the U.S. Army Corps of Engineers in its Section 404 Permit and/or (b) all of
Sellers rights, title and interest therein as of the Close, as the context in
this Agreement requires. 1.1.43 Property Interests shall mean, collectively, all of Sellers
rights, title and interest in the Minerals and the Appurtenant Interests (and
any and all of Sellers duties and obligations in connection therewith) EXCEPT
for (a) those rights, title and interests which Seller is prohibited or
restricted, in whole or in part, by (i) any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or (ii) any contractual
arrangement or agreement, from transferring, selling or conveying, or (b) the
Excluded Interests. The Excluded Interests are described in Exhibit F. 1.1.44 Property Minerals shall mean all oil, oil rights, minerals,
mineral rights, natural gas rights and other hydrocarbons, of every type and
nature, by whatsoever name known, geothermal steam and all products derived
from any of the foregoing, that may be within or under the Land as set forth as
the Grant Deed. 1.1.45 Purchase Price shall mean the purchase price described in
Section 2.2. 1.1.46 Release shall mean and include any accidental or intentional
spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, migrating, dumping or disposing into the air,
land, surface water, ground water or the environment of any Hazardous
Substance (including, without limitation, the abandonment or
discarding of receptacles containing any Hazardous Substance). 1.1.47 Remainder Parcels shall mean all those portions of the surface
fee interest in the Land (exclusive of that portion of the Property Minerals
lying therein or thereunder) not shown as Development Areas on the final Area
Plan or the Level A Final Map. 1.1.48 Retained Properties shall mean those surface fee parcels
(exclusive of that portion of the Property Minerals lying therein or
thereunder) to be used for continuing Oil 6




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Operations (defined in Exhibit K) within the Remainder Parcel(s), all as
depicted on Exhibit H, which shall be shown on the final Area Plan or Level
A Final Map. 1.1.49 Torch shall mean collectively Torch Energy Advisors,
Incorporated, and Torch Operating Company, Novistar, Inc. and Torch Energy
Marketing, Inc., or any affiliate thereof or successor thereto. 1.1.50 Transaction shall mean the transaction between Seller
and Buyer contemplated by this Agreement. 1.1.51 Transaction Documents shall mean all written, printed and
tangible materials contained within the Information. 1.1.52 Transfer shall mean any Sale or Transfer by Buyer, whether
voluntary or involuntary, of any portion of any Property Interest or interest
in Oil Operations or this Agreement. 1.1.53 Sale or Transfer shall include any indirect transfer by way of
merger, consolidation, stock sale, assignment, corporate reorganization or
other conveyance by business arrangement of any ownership interest, of any sort
whatsoever, in the Property Interests, Oil Operations, this Agreement, the
Development Documents described herein and/or in any entity with an ownership
interest herein or therein, including the sale, assignment, or other conveyance
of any partnership or limited liability company interests or membership. 1.1.54 Unocal shall mean Union Oil Company of California and/or
Unocal California Pipeline Company. 1.1.55 Unocal Asset Purchase Agreement shall mean that certain agreement
for the purchase and sale of the assets of Union Oil Company of California and
Union California Pipeline Company, between Seller and Unocal, dated February
16, 1996. 1.1.56 Well Abandonment and Oil Field Accommodation Program or Program
shall mean the oil well abandonment and oil well/facilities accommodation plan
contained in the PAPA which specifies the Work in respect thereof that shall be
performed by Seller and/or Buyer on the Property, whether currently or in the
future, in accordance with California Division of Oil, Gas and Geothermal
Resources (CDOGGR) and other Governmental Agency regulations, as set
forth in Exhibit I. 1.1.57 Work means all work, construction and/or improvements required
of, or authorized to be done or constructed by, the Party identified as
responsible therefor, or any other work initiated and/or completed by a Party. Unless defined to the contrary therein, all terms defined in this
Agreement shall have the same meaning in all the Development Documents, and
vice-versa. 7




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1.2
    
    Governmental Approvals. Prior to the Close, Seller agrees, at Sellers cost and expense, all as
described elsewhere herein, to continue processing any Governmental Approval
Documents necessary for continued Oil Operations.  1.3
    
    Consideration. Buyer hereby acknowledges that Buyer is a sophisticated purchaser of
minerals and properties for use in oil and gas operations, has sought advice
from legal and environmental professionals on the terms herein, and has agreed
to each and every provision hereof. ARTICLE 2 
PURCHASE PRICE  2.1
    
    Purchase of the Property Interests. Seller agrees to sell and Buyer agrees to purchase the Property Interests
and to Close this Transaction according to all the terms of this Agreement,
including the Repository Instructions, or as otherwise agreed in writing by
Seller and Buyer.  2.2
    
    Purchase Price. The Purchase Price shall consist of: 2.2.1 Basic Purchase Price. The Basic Purchase Price shall be Fifty-Nine Million Dollars ($59,000,000)
in cash to be paid to Seller by Buyer at the Close. 2.2.2 Adjustment Amount. Notwithstanding anything to the contrary in this Agreement, Seller and
Buyer agree that the Purchase Price shall be adjusted up or down as provided in
this Section 2.2.2 as follows: Increase. The Purchase Price shall be increased by the following amounts
(without duplication): (a) An amount equal to all of Sellers customary and normal costs and
expenses (the categories of costs and expenses for which adjustments shall be
made are reflected in the 2002 historical cost and expense summary attached
hereto as Exhibit 2.2.2.), including overhead, that are attributable to the
Property Interests and/or Oil Operations for the period from the Effective
Date to the Closing Date (the Closing Period), whether paid before or after
the Effective Date, including those paid by Seller for bond and insurance
premiums attributable to coverage during the Closing Period; and 8




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(b) An amount equal to all proceeds received by Buyer from whatever
source derived that relate to the Property Interests or Oil Operations and are
attributable to periods on or before the Effective Date. Decrease. The Purchase Price shall be decreased by the following amounts
(without duplication): (a) An amount equal to the proceeds received by Seller for the sale of oil
and/or gas production from the Minerals or otherwise from Oil Operations on or
after the Effective Date, net of all applicable royalties and taxes not
reimbursed to Seller by a purchaser of such production. (b) An amount equal to all proceeds received by Seller from whatever
source derived that relate to the Property Interests or Oil Operations and are
attributable to periods on or after the Effective Date. (c) An amount equal to the costs and expenses attributable to the Property
Interests or Oil Operations that accrued prior to the Effective Date, if paid
or assumed by Buyer. This amount shall be based upon the same categories as are
set forth above under Increase in this Section 2.2.2. As further guidance and instruction to Seller and Buyer regarding the
Adjustment Amount, the Parties have agreed as follows: 2.2.2.1 Disposition of Accounts Receivable and Other Revenues. Revenue
associated with the Property Interests, to the extent that such revenue is
attributable to times prior to the Effective Date, and oil in tanks above the
pipeline connections and oil and gas produced prior to such date shall not be
sold to Buyer but shall remain the property of Seller. All storage tanks, if
any, at the Property Interests shall be gauged as of 8:00 a.m. local time on
the Effective Date to determine the amount of oil that is allocable to either
Seller or Buyer. Buyer shall be deemed to have accepted the gauging as to
quantity and gravity set at the gauging, as reflected in Sellers records. Such
gauging shall deduct reasonable and customary amounts for line-fill and tank
bottoms necessary for operations. Seller shall sell to Buyer all oil and gas
not otherwise sold to Buyer herein, including the oil deemed from such gauging
to belong to Buyer, based on the price received by Seller in January 2003. To
the extent Seller has sold its interest in any hydrocarbon production after the
Effective Date and the Purchase Price is not adjusted therefor, Seller shall
deliver the proceeds to Buyer promptly upon receipt. 2.2.2.2 Proration of Taxes. All taxes including but not limited to
occupation, personal property, severance and other taxes and charges on any of
the Property Interests, with the exception of the real estate and ad valorem
taxes for periods prior to the Effective Date which are the sole responsibility
of the Seller, shall be prorated as of the Effective Date. Seller shall pay
all such items for all periods prior to such date and shall be entitled to all
refunds and rebates with regard to such periods. In the event Buyer pays
additional taxes or charges which are assessed upon or levied against any of
the Property Interests after Closing with respect to the period prior to the
Effective Date, Seller shall promptly reimburse Buyer the amount thereof upon
presentation of a receipt of payment therefor. If Seller elects to challenge
the validity of 9




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such assessment or levy, or any portion thereof, Buyer shall extend reasonable
cooperation to Seller in such efforts, at no commercially unreasonable expense
to Buyer. Buyer shall be responsible for the determination and payment of any
Transaction, sales, use and transfer tax, if any due, on the sale and purchase
of the Property Interests and/or any tangible personal property hereunder, and
for any increase in any taxes as a result of the Transaction and for any
interest and/or penalties thereon, not the fault of Seller, as more fully
described below. To the extent Seller has sold its interest in any hydrocarbon production
at or after the Effective Date and the Purchase Price is not adjusted
therefor, Seller shall deliver the proceeds to Buyer promptly upon receipt. 2.2.2.3 Proration of Credits and Payment Obligations. All credits and
payment obligations associated with the Property Interests, including but not
limited to royalties, lease rentals, and other forms of contractual payments
shall be prorated between Seller and Buyer as of the Effective Date. Seller
shall be responsible for all such items accrued and owing prior to the
Effective Date, and Buyer shall be responsible for and shall pay for all such
items accrued and owing on and after such date. 2.2.2.4 Sales Tax and Use Taxes. Buyer shall be responsible for all sales,
use, and similar taxes arising out of the sale of the Property Interests, if
any. Buyer shall hold harmless and shall indemnify Seller for any sales or
use taxes assessed against Seller by any taxing authority in respect of this
Transaction, including the amounts of any penalties and interest as provided in
Sections 3.5 and 5.2. After consultation with Buyer, any reasonable legal
expenses incurred by Seller to reduce or avoid any of the aforementioned taxes,
shall be paid or reimbursed by Buyer. Buyer shall make timely payment of any
taxes required to be paid by it hereunder subject to any dispute or contest by
Buyer with any taxing authority related to such taxes. Should this Transaction constitute an isolated or occasional sale and not
be subject to sales or use tax with any of the taxing authorities having
jurisdiction over this Transaction, Seller agrees to cooperate with Buyer in
demonstrating that the requirements for an isolated or occasional sale or any
other sales tax exemption have been met, at no commercially unreasonable
expense to Seller. 2.2.2.5 Closing Statement. Seller shall deliver to Buyer not less than
five (5) Business Days before the Closing a statement (the Closing Statement)
setting forth the adjustments to the Purchase Price provided in this Section
2.2.2 and using estimates where actual amounts are not known before Closing.
The Closing Statement shall be prepared in accordance with customary accounting
principles used in the oil and gas industry. Such Closing Statement shall be
preliminary in nature and is subject to revision in accordance with the Audit
described below. As used herein, the term Business Day shall mean a day other
than Saturday or Sunday or any legal holiday for commercial banking
institutions under the laws of the State of California. 10




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2.2.2.6 Payment of Adjustment Amount. The Adjustment Amount,
determined pursuant to Section 2.2.2, shall be paid to Seller by Buyer in cash
at the Closing. 2.2.2.7 Audit. The Adjustment Amount shall be subject to a
final reconciliation by agreement of the Parties within ninety (90) days after
the Close based upon a mutual audit (Audit) of the relevant books and records
of Seller as of the Effective Date and the Closing Date, as described in
Section 2.2.2.8 below. Any overpayment or underpayment determined pursuant to
the Audit shall be disbursed by the appropriate Party to the other in cash
within ten (10) Business Days after completion of the Audit. 2.2.2.8 Audit: Final Accounting. (a) Settlement Statement. As soon as practical after completion of the
Audit and, in any event, no later than ninety (90) calendar days after the
Closing Date, Seller shall prepare and deliver to Buyer a statement (the Final
Settlement Statement) setting forth the adjustments to the Purchase Price and
the final Adjustment Amount. The Final Settlement Statement shall be prepared
in accordance with customary accounting principles used in the oil and gas
industry, and shall reflect all amounts shown on the Closing Statement. Within
thirty (30) calendar days after Buyers receipt of the Final Settlement
Statement, Buyer and Seller shall agree on the final accounting. (b) Arbitration of Final Settlement. If Seller and Buyer cannot agree upon
the Final Settlement Statement, the Los Angeles Office of a mutually-agreed
accounting firm shall be designated to act as an arbitrator and to decide all
points of disagreement with respect to the Final Settlement Statement, such
decision to be binding on both parties. If such firm is unwilling or unable to
serve in such capacity, Seller and Buyer shall attempt to, in good faith,
designate another acceptable person as the sole arbitrator under this Section.
If the parties are unable to agree upon the designation of a person as
substitute arbitrator, then Seller or Buyer, or both of them, may in writing
request the Judge of the United States District Court for the Central District
of California senior in term of service to appoint the substitute arbitrator.
The arbitration shall be conducted pursuant to the terms of Section 5.9. (c) Payment. Upon the payment of any amounts due pursuant to the Final
Settlement Statement, neither Seller nor Buyer shall have any further claims
based on the division of ownership or division of expenses as set forth in this
Section 2.2.2.  2.3
    
    Intentionally Omitted.2.4
    
    Intentionally Omitted.2.5
    
    Buyers DD Period; Return of Documents. 2.5.1 Seller has previously delivered or made reasonably available to
Buyer written and other oral, printed and tangible materials relating to the
Project, the Property Interests and Oil Operations (collectively,
Information), including those located at (a) its Brea Data Room, 500 North
Kraemer Boulevard, Brea, California, (b) its regional headquarters at 1200
Discovery Drive, Bakersfield, California, and other, related facilities in
Bakersfield (including Information from its field office at 201 South Broadway,
Orcutt, California, and other related facilities in 11




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Orcutt) and (c) its company headquarters at 1021 Main Street, Houston, Texas.
Except as otherwise provided herein, Seller makes no representation or
warranty regarding the accuracy or effectiveness of the Information so
provided to Buyer. Except as otherwise provided herein, Buyer has previously
satisfied itself with respect to, and has approved, the Information. 2.5.2 Buyer had the DD Period to determine whether the Property Interests
(and all matters pertaining thereto, including the use of all or a portion
thereof) and Oil Operations are suitable for the uses for which they are
contemplated to be used, and to obtain any final approval from Buyers board
of directors, any partner, co-venturer, parent, affiliated entity, financial
institution or the like (Feasibility Matters). Buyer has approved the
Feasibility Matters. Among other things, during the DD Period, Buyer entered
upon the Land and Property Interests from time to time for the purposes of its
inspection and testing thereof and of the Oil Operations (Inspection and
Investigation) described as follows: (a) to inspect the Land to satisfy itself that the Land is satisfactory
for use in Oil Operations, (b) to inspect the condition of the Property Interests and Oil Operations
by conducting customary soil, Mineral, geological, seismic,
archaeological, biological, hydrological, drainage and other engineering,
operations, and/or environmental or other physical tests, (c) to review the title to the Property Interests and any underlying
documents appearing of record against such title and to investigate all other
portions of the Property Interests and Oil Operations, and/or (d) to interview any other relevant sources of information about the
Property Interests and Oil Operations, including Governmental Agencies. Buyer was required to (a) defend and indemnify Seller for its Inspection and
Investigation, and (b) vacate the Property Interests in substantially the same
condition, without defects, as they existed prior to its entrance thereon. The
Inspection and Investigation were conducted in lieu of any notice required by
Section 25359.7 of the California Health and Safety Code, and Buyer hereby
waives any requirement for a notice pursuant to that provision. Buyer has approved the Inspection and Investigation, including without
limitation, all soil and other physical and ALL OTHER CONDITIONS comprising
the Feasibility Matters pertaining to the Land and all portions of the
Property Interests and Oil Operations and the intended development of the
Project with respect to Buyers use for Oil Operations. 12




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2.5.3 If this Transaction fails to Close for any reason, to the extent in
Buyers possession, the Information shall be returned to Seller within ten
(10) days of the Transactions failure to Close.  2.6
    
    Conditions to Close. Unless waived by Seller or otherwise provided herein, Buyer must meet all
of the following conditions prior to the Close: 2.6.1 Buyer must pay to Seller in cash (i) the Basic Purchase Price as set
forth herein; and (ii) the Adjustment Amount, if any, as set forth in Section
2.2.2. 2.6.2 Buyer shall have executed, acknowledged and deposited
all other documentation required by this Agreement as follows: (a) the PAPA
in the form of Exhibit I, (b) Development Declaration, in the form of Exhibit
L, (c) the Repository Instructions in the form of Exhibit B with the
counsel for Buyers General Partner, Kent G. Snyder, at the address for Notices
shown in Section 5.1., (d) Grant Deed, in the form of Exhibit D, (e) Easement
Agreement in the form of Exhibit K, and (f) the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form of Exhibit C. Unless waived by Buyer or otherwise provided herein, Seller must meet all
of the following conditions at the Close: 2.6.3 Seller shall have (a) executed and acknowledged the Development
Declaration in the form of Exhibit L and Grant Deed in the form of Exhibit
D and (b) executed the Repository Instructions, the Non-Exclusive Assignment
of Contract Rights and Bill of Sale in the form of Exhibit C, the PAPA in the
form of Exhibit I, and the Easement Agreement in the form of Exhibit K, and
deposited them all with Kent G. Snyder at his address for Notices shown in
Section 5.1. 2.6.4 Seller is not in material default under the Development Documents. ARTICLE 3 REPRESENTATIONS AND WARRANTIES; AS IS PURCHASE; DISCLAIMERS AND
REQUIRED DISCLOSURES; GOVERNMENTAL APPROVALS AND COMPLIANCE;
DEVELOPMENT COSTS, TAXES AND ASSESSMENTS; INSURANCE; INDEMNITIES  3.1
    
    A. Authorization of Buyer. Buyer shall provide Seller with a written instrument executed by an
officer of Buyer and certified by its secretary or assistant secretary that (1)
Buyer is in good standing and authorized to conduct its business in
California, (2) the Transaction contemplated by this Agreement has been duly
authorized by its Board of Directors, partners or constituent members in
accordance with its Articles and By-Laws, Partnership Agreement and/or
organizational documents, (3) the undersigned have the duly constituted
authority to execute, deliver and perform this Agreement on behalf of Buyer;
and (4) all information provided by Buyer to Seller as required herein, is
accurate and correct as of the Close. 13




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B. Seller Representations and Warranties. Except for the Information or as otherwise disclosed to Buyer, for which
no representation or warranty is made, Seller makes the following
representations and warranties which shall be true and correct as of the Close
and for a period of one (1) year. As used herein, the phrase to the best of
Sellers knowledge or actual knowledge means the actual knowledge of George
Nilsen, Bruce Laverty, Phillip Gobe, David Leach, Phillip Sorbet, Brian
Garber, Thomas Calhoun and/or Rufus Estis, without any independent
investigation. 3.1.1 Authorization. Seller has full power and authority to enter into this Agreement and to
perform all of its obligations hereunder, and has taken all action required by
law and its governing instruments to authorize the performance of this
Agreement by Seller. Each individual who has executed this Agreement on behalf
of Seller has the right, power, legal capacity and authority to execute,
deliver and perform this Agreement on behalf of Seller. To the best of
Sellers knowledge, no material consent, approval, order, or authorization of,
or declaration, filing, or registration with, any court or Governmental Agency
is required to be obtained or made by Seller in connection with the execution,
delivery, or performance by Seller of this Agreement, each other agreement,
instrument, or document executed or to be executed by Seller in connection
with the Transaction. 3.1.2 Conflicting Agreements. To the best of Sellers knowledge, neither the execution or delivery of
this Agreement, nor the consummation of the Transaction contemplated herein,
will materially conflict with, or result in a significant breach of any
material contract, license, lease, easement, document, instrument, undertaking
or order to which Seller is a party or by which Seller is bound, or constitute
a default thereunder, or except as contemplated herein, result in the creation
of any lien or encumbrance upon the Property Interests. 3.1.3 Violation of Law. To the best of Sellers knowledge, there is no condition affecting the
Property Interests in material violation of any applicable law, statute or
ordinance, nor will the Property Interests be in material violation at the
Close. 3.1.4 Property Interests. To the best of Sellers knowledge, Seller is not prohibited or restricted,
in whole or in part, by statute, law, ordinance, rule, regulation, order or by
notice of any Governmental Agency or any material contractual arrangement,
except as to the Excluded Interests described in Exhibit F, from transferring
its Property Interests. 14




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3.1.5 Required Work. To the best of its knowledge, Seller has not received, nor is Seller
aware of, any written notification from any city, county, or state
Governmental Agency having jurisdiction over the Property Interests requiring
any work to be done on or affecting the Property Interests. 3.1.6 Transaction Documents. To the best of Sellers knowledge, the Transaction Documents are true and
correct copies and there are no other material documents or instruments which
would constitute Transaction Documents that have not been made available to
Buyer by Seller. To the best of Sellers knowledge, the Transaction Documents
contain all written, printed and tangible information within its possession
which is material to the ownership of the Property Interests and the conduct
of the Oil Operations thereon. Seller does not warrant or make any
representation as to their accuracy or effectiveness for the purposes of
Buyers use of or operation of the Property Interests or for Oil Operations or
for any other purpose (or, consistent with Section 3.2, warrant the
merchantability or fitness of the Property Interests for any purpose). 3.1.7 Litigation. To the best of Sellers knowledge, there is no litigation or legal
proceeding pending or threatened against Seller or the Property Interests
except for Hills For Everyone vs. Orange County, Superior Court of the County,
Case No. 02CC18652, filed December 18, 2002, which, among other things, seeks
to invalidate certain Project governmental approvals. However, not
withstanding the foregoing, to the best of Sellers knowledge, there is no
litigation or legal proceeding pending or threatened against Seller or the
Property Interests which would materially and adversely affect Sellers or
Buyers ability to perform their respective obligations hereunder or Buyers
use of the Property Interests or proposed conduct of the Oil Operations. 3.1.8 Property Interests Defects. To the best of Sellers knowledge, there are no material, adverse latent
defects or conditions, including, without limitation any environmental
conditions, wetlands or endangered species on or about the Property Interests
which would cause injury or damage to persons or property, or which would have
a material adverse effect on Buyers use of the Property Interests or conduct
of Oil Operations. 3.1.9 No Hazardous Substance Activity. To the best of Sellers knowledge, no Material Hazardous Substance
Activity, as defined in Section 3.5.7, except in connection with normal Oil
Operations, has occurred on the Property Interests. 3.1.10 No Created Rights to Acquire Property. To the best of Sellers knowledge, Seller has not created any rights in or
right to acquire the Property Interests or any part thereof, in any person,
firm or entity except to the extent of Buyers rights pursuant to this
Agreement, and except as may be otherwise provided in 15




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this Agreement, as long as this Agreement remains in force, Seller will not,
without Buyers prior written consent, lease, transfer, option, mortgage,
pledge, or convey its interest in the Property Interests or any portion
thereof. 3.1.11 Access. To the best of Sellers knowledge, there are no facts or conditions which
would prevent access to and from the Property Interests on existing highways
and roads. 3.1.12 Production Sales Contracts. Subject to Section 5.33, to the best of Sellers knowledge, there are no
agreements or arrangements for the sale of production from the Minerals
(including calls on, or other rights to purchase or production, whether or not
the same are currently being exercised) other than contracts identified in
Section 1.1.5.3 hereof and Seller is presently receiving a price for all oil
production from (or attributable to) the Minerals covered by a contract as
computed in accordance with the terms of such contract, and deliveries of
production from the Minerals subject to such contracts are not curtailed
substantially below the delivery capacity of such Minerals. 3.1.13 Area of Mutual Interest and Other Agreements; Tax Partnerships. To the best of Sellers knowledge, the Minerals are not subject to (nor
have related to them) (a) any area of mutual interest agreements, (b) any
farm-out or farm-in agreements under which any party thereto is entitled to
receive assignments not yet made, or could earn additional assignments after
the Effective Date, and/or (c) any tax partnership. 3.1.14 Payment of Expenses. To the best of Sellers knowledge, all expenses (including all bills for
labor, materials and supplies used or furnished for use in connection with the
Property Interests, and all severance, production, ad valorem, windfall profit
and other similar taxes) relating to the ownership or operation of the
Property Interests (and Oil Operations), have been, and are being, paid in the
ordinary course of business by Seller, except such expenses and taxes as are
disputed in good faith by Seller. 3.1.15 Government Permits. To the best of Sellers knowledge, Seller has all material governmental
licenses and permits necessary to own and operate the Property Interests (and
conduct Oil Operations) as presently being owned and operated, and such
licenses, permits and filings are in full force and effect and Seller has not
received written notices of any material violations that have not been
satisfied or addressed to Sellers satisfaction in respect of any such
licenses or permits. 3.1-16 Reserve Report Information. To the best of Sellers knowledge, the information furnished by Seller to
Buyer (at the time given) and to Ryder-Scott Company (at the time given) in
connection with the 16




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preparation of the reserve report, dated as of December 31, 2001, does not
contain inaccuracies or misrepresentations that would have a material adverse
impact on the value of the Minerals as a whole. 3.1.17 No Alienation. Within 120 days of the date hereof, Seller has not sold, assigned,
conveyed, or transferred or contracted to sell, assign, convey or transfer any
right or title to, or interest in, any Material leases of any Property
Interests. 3.1.18 No Oral Contracts. To the best of Sellers knowledge, Seller has not entered into any
Material oral contracts with respect to a Property Interest which is still in
force and effect. 3.1.19 Preferential Rights and Consents to Assign. To the best of Sellers knowledge, there are no Material consents to
assignment or waivers of preferential rights to purchase that must be obtained
from third parties in order for Seller to consummate the Transaction without
violating or breaching a material duty or obligation of Seller. 3.1.20 Intentionally Omitted. 3.1.21 Remediation Obligations. With respect only to the Property Interests, each of Unocal and Seller
has performed all its obligations under the Unocal Asset Purchase Agreement to
perform Remedial Work and has performed all of the obligations assumed by it
under the Unocal Asset Purchase Agreement in connection with Seller
Environmental Liabilities, Buyer Environmental Liabilities, Environmental
Claims and Environmental Permits, or any other environmental matters,
conditions, or concerns relating to the Property Interests. Capitalized terms
in this Section 3.1.21 shall have the meaning set forth in the Unocal Asset
Purchase Agreement. 3.1.22 Environmental Permits. Exhibit G lists certain permits, licenses, approvals, or other
authorizations by federal, state or local executive, legislative, judicial,
regulatory or administrative, agency, board, or authority (including without
limitation Governmental Agencies) with respect to activities, operations or
businesses conducted on or in relation to the Property Interests under any
Environmental Laws or otherwise. 3.1.23 Information. To the best of Sellers knowledge, the Information is not materially false
or misleading. 17




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3.1.24 Organization. Seller is a corporation validly existing under the laws of the State of
Delaware. Seller owns the Property Interests and Seller has no actual
knowledge of any claims of others to ownership thereof. C. Buyers Representations and Warranties. Buyer represents and warrants to Seller the following, as of the execution
of this Agreement and at the Closing: 3.1.25 Buyer is a limited partnership duly organized, validly existing and
in good standing under the laws of the State of Texas and has all requisite
powers to carry on its business as it is now being conducted. 3.1.26 Buyer has the power and authority to make and carry out this
Agreement and to be bound by any and all terms and conditions hereof. All
necessary partnership action on the part of Buyer required for the
authorization of the Transaction provided for herein has been duly taken. 3.1.27 Buyer is qualified to do business in the State of California. 3.1.28 Buyer is not a foreign person as such term is used in Section
1445 of the Internal Revenue Code (IRC 1445). 3.1.29 Notwithstanding anything to the contrary herein, Buyer has
sufficient, non- contingent financial resources to pay the Purchase Price and
to fulfill its obligations as specified in the Development Documents as of the
Closing. 3.1.30 Buyer is and has been since its inception engaged primarily in the
business of Oil Operations. 3.1.31 Buyer and its constituent partners are experienced and
knowledgeable investors in the oil and gas business. Prior to entering into
this Agreement, Buyer and its constituent partners were advised by their own
legal, tax and other professional counsel and other consultants concerning this
Agreement, the Property Interests, the Oil Operations and the value thereof.
Buyer is aware of the risks and uncertainties of an investment in the oil and
gas business. 3.1.32 Buyer is aware of no litigation or legal proceeding pending or
threatened against Buyer, or any of its partners, which would materially and
adversely affect their ability to perform their respective obligations under
this Agreement. D. Covenants by Seller. 3.1.33 Prior to the Close, Seller will continue processing any
Governmental Approvals for the conduct of the Oil Operations at Sellers sole
cost and expense. In no event shall Sellers 18




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failure to obtain any such approvals entitle Buyer to the refund
of any payments or expenses incurred pursuant to this Agreement, including
taxes, assessments, costs, expenses and/or fees. 3.1.34 Without Buyers consent, Seller shall not intentionally waive,
release or otherwise discharge the Construction Entities as defined in Section
3.2.4 from liability resulting from their negligence, gross negligence, or
willful misconduct. In connection with this Agreement, including Section
3.5.5, Seller shall use commercially reasonable efforts not to enter into
contracts with Construction Entities that waive Sellers claims for negligence
against such Construction Entities. 3.1.35 Prior to Closing, Seller will not without the Buyers consent which
shall not be unreasonably withheld: (a) enter into any contract, other than in
the ordinary course of business, that will have a material adverse effect on
the value of the Property Interests, (b) incur additional operating expenses
materially greater than those presently being incurred to operate the Property
Interests in a prudent business manner, in the ordinary course of business
(provided however, Seller may incur expenses related to emergency responses or
Governmental Agency compliance with normal Oil Operations excluding Development
Plan), and (c) commit to any material capital expenditures other than those to
which it has already committed with respect to the Property Interests.  3.2
    
    Covenants by Buyer; AS IS Purchase. 3.2.1 As of the execution of this Agreement, Buyer is familiar with the
Land, Property Interests and Oil Operations and has made such independent
investigations as Buyer deems necessary or appropriate concerning the Oil
Operations, the Property Interests and the use of the Land for Oil Operations,
the Information, the Inspection and Investigation, the Governmental Approval
Documents, Governmental Approvals, the use, and/or suitability of all or a
portion of the Land, Property Interests for the conduct of the Oil Operations,
including but not limited to any desired investigations or analyses of present
or future laws, statutes, rules, regulations, ordinances, notices or orders by
Governmental Agencies, limitations, restrictions or requirements concerning the
use, location or suitability of all or a portion of the Property Interests for
Oil Operations or any existing or proposed use, or condition thereof for Oil
Operations (collectively Regulations), including but not limited to
environmental or other such Regulations; the necessity or availability for the
Land, Property Interests and Oil Operations of any general or specific plan
amendments, rezoning, zone variances, conditional use permits, environmental
impact reports, or any other permits, approvals or acts by Governmental
Agencies for the Property Interests and Oil Operations (collectively, the
Permits); the necessity or existence for the Property Interests and the Oil
Operations of any dedications, fees, charges, costs or assessments that may be
imposed in connection with any Regulations or the obtaining of any required
Permits for Oil Operations; the existence of contaminants, naturally occurring
radioactive material (NORM) or Hazardous Substances on or in all or a portion
of the Land, Property Interests or in the ground water; pesticides, weed killer
and other chemicals may have been used thereon and that storage tanks
(including underground storage tanks) have been installed on the Land; the
effect of and limitations imposed by any city, County or other Governmental
Agency resolution; the economic value of the Property Interests and Oil
Operations; the availability or adequacy of access to all or a portion of the
Property Interests and Oil Operations, or of water, sewage or any other
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Operations; and the extent or condition, use, or disposition of all or a
portion of the Property Interests. Buyer acknowledges that the Land and
Adjacent Property have been producing/operating oil fields. Except as
otherwise provided in the PAPA or Development Documents and in this Agreement,
(i) Buyer expressly agrees that it is solely responsible for having determined
the existence or non-existence of any such materials, tanks and lines, and
(ii) if Buyer purchases the Property Interests for dealing with the existence
of any such materials, tanks and lines and all consequences arising in
connection therewith. Except as otherwise provided in the PAPA or Development
Documents and in this Agreement, Buyer agrees that Seller has not warranted
and will not warrant the accuracy or completeness of any reports, plans and
specifications referred to in the Development Documents, including without
limitation, the Information or other materials required to be delivered or
made available to Buyer and Buyer agrees it has independently verified and
established the accuracy and completeness thereof to Buyers own satisfaction. 3.2.2 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer is relying upon its own Inspection and Investigation
and analyses of the foregoing matters and review of the Information in entering
into this Agreement and is not otherwise relying in any way upon any
representations, statements, agreements, warranties, studies, reports,
descriptions, guidelines or other Information or materials furnished by Seller
or its representatives, whether oral or written, express or implied, of any
nature whatsoever regarding any such matters, including without limitation,
anything provided in connection with (a) the Information and Feasibility
Matters, (b) the Oil Operations, Property Interests and the use of the Land
therefor and relating to the Project, and/or (c) the Adjacent Property,
Property Mineral, District Minerals, Other Minerals and Adjacent Minerals. 3.2.3 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer expressly acknowledges that Seller has not made and
will not make any representations or warranties regarding the results or
enforceability of any Governmental Approval Documents and/or Governmental
Approvals. 3.2.4 Unless and except as otherwise specifically provided to the contrary
in this Agreement, Buyer will acquire the Oil Operations and Property Interests
AS IS, without representation by Seller or its representatives as to any
matter, not expressly mentioned herein. Except as otherwise provided herein or
the Development Documents, no patent or latent condition affecting the Oil
Operations and Property Interests in any way, such as but not limited to the
matters listed above in this Section 3.2, whether or not known or discoverable
or hereafter discovered, shall affect Buyers obligations contained in this
Agreement, nor shall give rise to any right of damages, rescission or otherwise
against Seller. Notwithstanding the above, Buyer may, in its reasonable
discretion, maintain a lawsuit or other action against construction entities
hired by Seller to perform work on the Land pursuant to a written contract
(Construction Entities), to obtain damages for losses suffered as a result of
the matters described in Section 3.5 to the extent caused by such Construction
Entities. In that regard, to the extent it possesses and may assign same,
Seller hereby conveys to Buyer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Seller to participate in such
lawsuit or action, as a party or otherwise, and without any responsibility,
warranty, representation or liability for any outcome pursuant thereto or
damages awarded therein. Construction Entities include contractors, 20




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subcontractors, materialmen or other independent entities, but not Seller
and/or Torch, or their partners, officers, employees or any other related
entities. Upon ten (10) days written request, Seller will provide Buyer with a
list of such Construction Entities which have supplied Seller with the
Preliminary Notice prescribed by the California Civil Code for the maintenance
of mechanics lien rights. 3.2.5 Without in any way limiting the generality of the foregoing
provisions of this Section 3.2, Buyer expressly acknowledges the following: 3.2.5.1 The Land contains open space with special habitat species and
vegetation which may be adversely affected by human intrusion or mismanagement. 3.2.5.2 The Land is subject to, and has been designated as subject to
certain hazard zones (Zones). The Zones are listed on Exhibit E. 3.2.5.3 The Olinda/Olinda Alpha landfill operates near the northeastern
boundary of the Land. 3.2.6 Without in any way limiting the generality of the foregoing
provisions of this Section 3.2, Buyer expressly acknowledges it is aware of and
has satisfied itself with respect to the following: 3.2.6.1 Unocal Gas Plant. That (a) the Land contains certain real property
that was formerly used by Unocal as a gas plant for the commercial production
of natural gas, (b) the Unocal gas plant has been shut down and its operations
discontinued, (c) Seller has caused the areas surrounding the Unocal gas plant
to be cleaned up and remediated (clean-up) pursuant to a remedial action plan
established by Orange County Health Care Agency (OCHCA) which has issued a
Closure Letter indicating its inspection and acceptance of such remediation
efforts, (d) Buyer has received and reviewed to its satisfaction the Closure
Letter and other written materials concerning the Unocal gas plant, its
operation and the clean-up as part of the Information and (e) Seller does not
warrant, represent or guarantee that the Unocal gas plant or surrounding areas
are free from contamination or any other conditions whatsoever, as a result of
its operations or otherwise. Notwithstanding the above, this acknowledgement
is not meant to alter (or obviate) in any way the duties, obligations and/or
liability of Developer under the PAPA with regard to the Unocal gas plant, to
the extent such gas plant site is within the Development Areas. 3.2.6.2 Faults. Buyer acknowledges that Seller has made Buyer aware that
there are earthquake and other faults which exist on, under, in or near the
Land. Further, Buyer acknowledges that there may be faults, unknown to Seller,
which exist on, under, in or near the Land. 3-2.6.3 Lessees on the Property. Buyer acknowledges that there are (a)
surface leases on a portion of the Land between Seller, as successor to Unocal,
and Brea Green Recycling, Inc., dated February 1, 1997, and with Haynes
Apiaries, dated December 29, 1992 for the keeping of bees, (b) an oil and gas
lease bordering a portion of the Property Minerals between Seller and Aera
Energy LLC, commonly referred to as the Indenture, as amended, by and between
Unocal and Columbia Oil Producing Company, dated February 26, 1901 (Buyer has 21




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been provided copies of such leases), (c) that other, permanent easements may
be granted in connection with the Project and (d) that other temporary and
permanent easements may be granted to Aera Energy for development
infrastructure and pipelines. 3.2.7 Compliance with Project Requirements. Buyer understands and agrees
that it must and shall, (a) conduct its Oil Operations, complete the Program
(at no cost to Buyer), and use the Property Interests, and (b) otherwise hold,
own, possess, use, and conduct its Oil Operations in cooperation and
conjunction with the Developers ownership, use, possession and conduct of
operations and work upon and in connection with the Land, Development Areas
and Project; and, in strict compliance with any governmental approvals or
entitlements for the Land and Project by any Governmental Agency, and all
laws, statutes, ordinances, orders, regulations, rules and notices therefrom
and/or relating to such approvals or entitlements.  3.3
    
    Development Costs, Taxes and Assessments. Except as specifically provided to the contrary in the PAPA regarding the
Program or elsewhere in the Development Documents, after the Effective Date,
Buyer shall, at its sole cost and expense, pay and be responsible for all
costs and expenses, of every nature whatsoever, incurred in the use of the
Property Interests and in conducting the Oil Operations as follows: 3.3.1 Only as same may apply to the Minerals and Oil Operations, Buyer
shall be responsible for all costs and expenses incurred in and associated
with the processing and maintenance of the Governmental Approval Documents and
Governmental Approvals described in this Agreement.  3.4
    
    Insurance. 3.4.1 Insurance Types. From and after the date hereof and continuing after the Close, Buyer
shall, at its sole cost and expense, as required by this Agreement, maintain
in full force and effect with companies satisfying the requirements specified
below, the following insurance: 3.4.1.1 Comprehensive General Liability Insurance. Buyer shall maintain
Comprehensive or Commercial General Liability Insurance on an occurrence
basis, and excess umbrella coverage, with a combined single limit for bodily
injury and property damage of at least Fifteen Million Dollars ($15,000,000),
covering the following: 3.4.1.1.1 Operations, Independent Contractors and Products and
Completed Operations (which Buyer shall maintain in effect on at least an
annual renewal basis) for as long as Buyer or its assignees own said Property
Interests; 3.4.1.1.2 Owners and Contractors Protective Liability; 3.4.1.1.3 Severability of Interest and Cross Liability
clauses; 22




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3.4.1.1.4 Contractual Liability covering all the provisions, rights and
obligations under the Development Documents, including without limitation,
coverage for Buyers contractual indemnities in this Agreement; 3.4.1.1.5 Personal Injury and Explosions, Collapse and Underground Hazards
(X, C, U); 3.4.1.1.6 Broad Form Property Damage Liability, including
completed operations. The limits of liability of the insurance coverage specified in this
subsection may be provided by any combination of primary and excess liability
insurance policies. 3.4.1.2 Automobile Liability Insurance. Buyer shall maintain owned, hired
and non-owed automobile liability insurance covering all use of all
automobiles, trucks and other motor vehicles utilized by Buyer in connection
with the requirements or obligations specified in any Development Document
with a combined single limit for bodily injury and property damage of Five
Million Dollars ($5,000,000.00). 3.4.2 Waiver of Subrogation. Buyer hereby waives all rights against Seller and the Indemnitees (as
that term is defined below in Section 3.5.1), but not the Developer, for
damages caused by fire and other perils and any other risk. 3.4.3 Additional Insured. Seller shall be included as an additional insured under the coverage
specified in Section 3.4.1 above with the following provisions included within
each applicable policy: It is understood and agreed that coverage afforded by
this Policy shall also apply to Nuevo Energy Company (Seller) and Torch
Energy Advisors Inc. and Torch Operating Company (collectively, Torch), and
their members, partners and their constituent members, their parent companies,
subsidiaries, and all of their respective officers, directors, shareholders,
agents, representatives, employees and professional consultants, and all of
their respective successors and assigns, as additional insureds, but only with
respect to legal liability or claims caused by, arising out of or resulting
from the acts or omissions of the named insured or others performing acts on
behalf of the named insured in connection with their ownership and use of the
Property Interests and the conduct of Oil Operations. This insurance is primary
and any other insurance by such additional insureds is non-contributing with
this insurance as respects claims or liability arising out of or resulting from
the acts or omissions of the named insured, or of others performing on behalf
of the named insured. 23




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3.4.4 Insurance Policies. Each insurance policy required under this Section shall: 3.4.4.1 Be issued by insurance carriers licensed and approved to do
business in California, having a general rating of not less than an A- and
financial rating of not less than VIII in the most current Bests Insurance
Report; 3.4.4.2 Contain a provision that the policy shall not be subject to
material alteration to the detriment of Seller or Buyer or cancellation without
at least thirty (30) days prior written notice given to Seller by registered
mail; 3.4.4.3 Provide that such policy or policies and the coverage evidenced
thereby are primary and Sellers insurance is noncontributing with such primary
coverage; and, 3.4.4.4 Contain severability of interest and cross liability
clauses. Buyer may provide the insurance described in this Section in whole or
in part through a policy or policies covering other liabilities and projects
of Buyer; provided, however, that any such policy or policies shall (a)
specifically allocate to this Agreement the full amount of insurance required
hereunder and (b) be subject to, without limitation, and contain, permit or
otherwise unconditionally authorize the waiver contained in subsection above;
and provided further that any such policy or policies shall not otherwise
dilute or impair the rights of Seller or in any way negate the requirements of
this Agreement. 3.4.5 Evidence of Insurance. As confirmation and evidence of each type of insurance coverage required
by Section 3.4.1 and Section 5.24 of this Agreement, Buyer shall satisfy the
following requirements: 3.4.5.1 Buyer shall provide Seller with policy binder letters (with cost
quotes) by the Close for each type of insurance coverage, confirming the
subject coverage is in place and effective as of the Close; 3.4.5.2 Buyer shall comply with all payment obligations of each type of
insurance, as specified in the subject policy quote/binder; 3.4.5.3 Buyer shall comply with all terms and conditions of each subject
quote/binder that require additional information be provided to the insurer
prior to binding; 3.4.5.4 In addition to binder letters, Seller shall be provided with
certificates issued by Buyers insurance carrier acceptable to Seller showing
such policies in force for the specified period. Such evidence shall be
delivered to Seller promptly upon execution of this Agreement. Seller has the
right to review certified policies as it may deem necessary with respect to
that insurance provided for in Section 5.24. Evidence of any renewal
insurance including specifically without limitation, the products and completed
operations insurance, shall be delivered to Seller not less than thirty (30)
days after the expiration date on the term of the policy. The policy
certificate for the insurance provided for in Section 5.24 shall be subject to 24




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reasonable approval by Seller. Should any policy expire or be cancelled before
the expiration of this Agreement, or such later period as Buyer is required to
carry such insurance as set forth herein, and Buyer fails immediately to
procure other insurance as specified, Seller, upon ten (10) days written
notice to Buyer, shall have the right, but shall have no obligation, to
procure such insurance and to charge Buyer with one hundred percent (100%) of
the cost to Seller of procuring such insurance. Buyer shall pay Seller any
such amount within ten (10) days of written demand therefor. 3.4.6 Damages. Nothing contained in these insurance requirements is to be construed as
limiting the type, quality or quantity of insurance Buyer should maintain or
the extent of Buyers responsibility for payment of damages or discharging
other Buyer obligations arising under the Development Documents. 3.4.7 Sellers Election to Insure. Should Buyer fail to do so, Seller reserves the right, but shall have no
obligation, to procure the insurance, or any portion thereof. As provided
above, Seller shall notify Buyer if Seller exercises its right, whereupon
Buyers responsibility to carry such duplicative insurance shall cease. Seller
further reserves the right at any time, with thirty (30) days notice to Buyer,
to require that Buyer resume the maintenance of any insurance for which Seller
has elected to become responsible pursuant to this Section 3.4.7. 3.4.8 Contractors. Buyer shall not permit any architect, engineer, contractor, subcontractor
or materialmen to commence work on or relating to the Property Interests (and
Oil Operations) until such parties have complied with Buyers customary
insurance requirements. Buyer shall use commercially reasonable efforts to
cause each such party to name Seller and Torch as additional insureds to such
partys general liability insurance policies. Buyer shall also include Seller
and Torch in any indemnity provisions with such parties for defense and
indemnification to the same extent Buyer is defended and indemnified.  3.5
    
    Release and Indemnity. 3.5.1. Buyers Indemnity. Except as specifically provided to the contrary in the PAPA and in
Sections 3.5.3 and 3.5.5 below, to the maximum extent permitted by law, Seller,
Torch and their members, partners and their constituent members, their parent
companies and subsidiaries and their employees, officers, directors,
shareholders, and respective successors and assigns, other than subsequent
Developers of the Development Areas whose indemnity obligations are governed by
the Development Declaration and the PAPA, (collectively, the Indemnitees)
shall not be liable for any Losses (as defined in Section 3.5.7 below) arising
out of, caused by, relating to or alleged to have arisen from, been caused by
or related to: (a) the Activities (as defined in Section 3.5.7 below), including: 25




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(i)
    
    the use of the Property Interests by Buyer, or Buyers Representatives,
including for Oil Operations,(ii)
    
    a defect in the design or construction of or any material in any
structure or other improvement at, relating to or in connection with the
Property Interests or Oil Operations, or in any Work performed by Buyer
or Buyers Representatives,(iii)
    
    the condition of the Property Interests including any earthquake or
other faults, or other natural hazards, disclosed or undisclosed, and any
defect in soils or the preparation of soils prior to the date hereof by
any entity,(iv)
    
    the presence or existence of any Hazardous (or toxic) Substances
(including any methane gas and/or tar seeps), materials or waste
(including any landfill) in, or on the soil or groundwater at, relating
to or in connection with the Property Interests, and including the
release, use, generation, discharge, storage, disposal or clean-up of any
Hazardous Substance to, on, in or from the Property Interests or in
connection with Oil Operations, or any residual contamination therefrom
affecting any natural resource or the environment, including any
Environmental Law or other law,(v)
    
    claims made by third parties for matters at, relating to or in
connection with the Activities,(vi)
    
    any act or omission of Buyer or Buyers Representatives,(vii)
    
    any accident or casualty at, relating to or in connection with the
Activities,(viii)
    
    any material breach of a representation of Buyer in Section 3.1C,
hereof,(ix)
    
    a violation or alleged violation by Buyer or Buyers Representatives of
any law now or hereinafter enacted including any breach by Buyer or
Buyers Representatives of an Environmental Law or the assertion of any
Hazardous Substance Claim not caused by, or the responsibility of,
Developer as described in the PAPA, including the violation, or alleged
violation by Buyer or Buyers Representatives of any statute, ordinance,
notice, order, rule, regulation, permit, judgment or license relating to
the use, generation, release, discharge, storage, disposal or
transportation of any Hazardous Substance in, on, under or about, to or
from the Property Interests or in connection with Oil Operations, and(x)
    
    any other cause whatsoever at, relating to or in connection with the
Property Interests or Oil Operations, Buyers use of the Property
Interests or conduct of Oil Operations or Buyers performance under the
Development Documents (including its covenants, representations and
warranties made pursuant thereto); 26




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(b) The negligence or willful misconduct of Buyer (or any
of Buyers Representatives) in connection with the Activities, as specified
in (a), above; (c) The default by Buyer of any of its obligations under the Development
Documents, including those matters specified in Section 3.2.7 of this
Agreement, and/or any material breach of the representation(s) and warranties
made therein; (d) The application of the principles of strict liability with respect to
any act or omission of Buyer or Buyers Representatives or any Indemnitee at,
relating to or in connection with the Activities, as specified in (a), above. 3.5.2 Releases and Indemnity. As a material part of the consideration of this Agreement, Buyer hereby
releases the Indemnitees from and waives on its behalf, and on behalf of its
successors and assigns, all the Losses described in Section 3.5.1, and agrees
to indemnify, defend and hold harmless Seller and all of the Indemnitees and
their property from all such Losses whether incurred or made by Buyer, Seller,
any Indemnitee (or any third parties/person(s)). The foregoing release,
waiver, indemnity and obligation to defend and hold harmless shall apply to
any claim or action brought by a private party or by a Governmental Agency or
entity under any statute or common law now or hereinafter in effect and is
intended to apply with respect to the Losses described in Section 3.5.1,
whenever they may occur. The foregoing release, waiver, indemnity and
obligation to defend and hold harmless, and any similar covenants by Buyer
elsewhere in the Development Documents, are intended to apply to the Losses
described in Section 3.5.1, incurred directly by Seller or any Indemnitee, or
their property, as well as by Buyer, or any third party, or their property. 3.5.3 Limitation on Indemnity-Sellers Actions. Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Indemnitee to the extent of any Losses
found by a court of competent jurisdiction to have been caused solely by the
reckless or willful behavior, gross negligence or the intentional misconduct
of such Indemnitee. 3.5.4 Buyers Acknowledgment. BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS LEGAL COUNSEL AND IS
FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR. 27




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BUYER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT
IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT.  BUYERS INITIALS
    
    SELLERS INITIALS 3.5.5 Limit on Buyers Indemnity. The indemnity and the release contained in this Section 3.5 shall not
apply to the extent arising from or related to:  (a)
    
    any material breach by Seller of its
representations set forth in Section 3.1 B and its covenants
set forth in Section 3.1 D,(b)
    
    civil or criminal penalties imposed upon Seller
for Activities before the Close, but not paid,(c)
    
    taxes delinquent before the Close, but not paid,(d)
    
    royalty payments owed before the Close, but not paid,(e)
    
    any Losses or obligations of Seller resulting
from or relating to the employment relationship between Seller
and any of Sellers present or former employees or the
termination of any such employment relationship, including
without limitation personal injury, matters relating to
employee health, severance pay and other similar benefits, if
any, and any claims on behalf of any such present or former
employee relating to the employment or termination of
employment of any such employee by Seller prior to the
Closing, including without limitation any claim for wrongful
discharge, breach of contract, unfair labor practice,
employment discrimination, unemployment compensation, or
workers compensation or any Losses or obligation of Seller in
respect of any agreement, trust, plan, fund, or other
arrangement under which benefits or employment is provided for
any of Sellers present or former employees,(f)
    
    any Losses to the extent incurred by Buyer or
third parties as a result of Sellers negligence or willful
misconduct in the performance of its Work under the Program or
PAPA prior to Final Acceptance,(g)
    
    any Losses arising from or related to matters
which arise from or are related to the duty or obligation of
the Developer under the PAPA,(h)
    
    any Losses arising from or related to the
Development Areas except those resulting from Oil Operations
and the Activities of Buyers Representatives,(i)
    
    any Losses (less the applicable deductible) to
the extent Sellers preexisting insurance policy provides a
legal defense and coverage of a 28




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claim; Seller shall assert and pursue the claim for payment
under the policy in a commercially reasonable manner
irrespective of whether the insurance company initially
denies it and any recovery shall reduce the extent of
Buyers Indemnity (provided however that Seller shall only
be required to initiate litigation, arbitration or other
formal controversy after written notice from Buyer, and only
(x) to the extent of a good faith claim and (y) if all
costs and expenses are paid by Buyer); and,(j)
    
    any Losses relating to Sellers offsite disposal of
Hazardous Substances. 3.5.6 Construction Entities. Notwithstanding the above, nothing contained herein shall obviate or
nullify in any way Buyers rights granted in Section 3.2.4 to assert claims
against the construction entities hired by Seller to perform Work at, relating
to, or in connection with the Property Interests, Oil Operations, or under the
Development Documents and affecting or relating to the Property Interests or
Oil Operations pursuant to a written contract (Construction Entities). 3.5.7 Definitions. As used in this Agreement, the terms listed below shall have the
following meanings: Activities for purposes of this Section 3.5 shall mean and include Oil
Operations, the Property Interests, the development or use of the Property
Interests or Oil Operations, the performance of any Work at, relating to or in
connection with the Property Interests or Oil Operations, the construction,
use, sale or other conveyance of improvements at, relating to or in connection
with the Property Interests or Oil Operations, and/or any defect in any such
Work, or the Property Interests, or the conduct of Oil Operations. Buyers Representatives for the purposes of this Section 3.5 shall mean
Buyers contractors, or their respective subcontractors, agents, employees,
licensees, invitees or representatives, or any other parties directly or
indirectly employed by any one of the foregoing or reasonably under the
control of any of the foregoing or for whose acts any of the foregoing may be
liable (collectively, Buyers Representatives), but excluding Sellers Work
under the Program prior to Final Acceptances and/or Developers Work under the
Program or otherwise. Losses for the purposes of this Section 3.5 shall mean any and all
claims, demands, actions, suits, proceedings, causes of action, loss,
liability, damage (including sickness, disease and/or death and other
consequential damage), cost (including cleanup costs), expense, injury,
deficiency, fine, penalty, punitive damage or expense, of any kind or
character, to any person or property (including third parties), tangible or
intangible, fixed or contingent, presently known or unknown, whether resulting
from occurrences prior to, on the date of or after the Closing, including
compensation for lost wages, business income, profits or other economic loss,
damage to natural resources or the environment, nuisance, pollution,
contamination, leak, spill, release or other adverse effect on the environment,
court costs and attorneys fees (collectively, Losses). Environmental Laws means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the
Resource 29




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Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq.. the
Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq.. the Hazardous
Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water Act, 33
U.S.C. Section 1251 et seq., the Safe Drinking Water and Toxic Enforcement Act
of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the
Carpenter-Presley-Tanner Hazardous Substance Account Act (Cal. H&S Code
Sections 25300 et seq.). and the Porter-Cologne Water Quality Control Act,
California Water Code Sections 13000, et seq., the California Health and
Safety Code generally and any and all other present and future federal, state
or local laws (whether under common law, statute, ordinance, rule, regulation
or otherwise), permits, orders, determinations, notices and any other
requirements of Governmental Agencies relating to the environment or to any
Release, Hazardous Substance or Hazardous Substance Activity, as heretofore or
hereafter amended from time to time. Hazardous Substance means (a) any chemical, compound, material, mixture
or substance that is now or hereafter defined or listed in, or otherwise
classified pursuant to, any Environmental Law as a hazardous substance,
hazardous material, hazardous waste, extremely hazardous waste,
infectious waste, toxic substance, toxic pollutant or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or EP toxicity and (b) ash
produced by a resource recovery facility utilizing a municipal solid waste
stream. Oil and natural gas are expressly excluded from the definition of
Hazardous Substances. Hazardous Substance Activity means any actual, proposed or threatened
storage, use, holding, existence, Release, emission, discharge, generation,
processing, abatement, removal, disposition, handling, transportation or
clean-up of any Hazardous Substance from, under, into or on the Property
Interests or surrounding property or in connection with the Oil Operations;
provided, however, that the use, installation, storage and maintenance, in
compliance with all applicable laws, ordinances, orders, regulations and
notices of Governmental Agencies, of materials reasonably necessary and
normally used in the development or use of the Property Interests or in
connection with the Oil Operations in the ordinary course of its business as
contemplated in the Development Documents, shall not be considered a Hazardous
Substance Activity. Hazardous Substance Claims shall mean any and all enforcement,
investigation, cleanup, removal or other Governmental Agency notices, actions,
proceedings of any kind or nature, or orders threatened, instituted or
completed pursuant to any Environmental Law, together with all claims made or
threatened by any third party against Buyer, Developer (to the extent arising
out of, relating to or in connection with Developers activities and work
regarding the Program), Seller, the other Indemnitees or the Property
Interests or Oil Operations, relating to damage, construction, cost recovery
compensation, loss or injury resulting from any Hazardous Substance. 3.5.8. Notice. Each party shall promptly notify the other in writing of claims arising
out of any of the matters described in this Section 3. If the claim is a
Hazardous Substance Claim, the 30




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notifying party shall provide the other with copies of all communications with
federal, state and local governments or Governmental Agencies.  3.6
    
    Sellers Indemnity. To the maximum extent permitted by law, Buyer and its members, partners
and its constituent members, parent companies and subsidiaries and their
employees, officers, directors, shareholders, and all of their respective
successors and assigns, (collectively, the Buyer-Indemnitees) shall not be
liable for, and Seller indemnifies and agrees to defend Buyer-Indemnitees for,
any Losses (as defined in Section 3.5) to the extent arising from and/or
relating to the Retained Obligations listed on Exhibit F3; provided,
however, should the East Naranjal Tank Farm not be demolished within ten (10)
years, this provision shall not apply as to the East Naranjal Tank Farm. Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Buyer-Indemnitee to the extent of any
such Losses found by a court of competent jurisdiction to have been caused
solely by the reckless or willful behavior, gross negligence or the
intentional misconduct of such Buyer-Indemnitee.  3.7
    
    Survival of Covenants. 3.7.1 All of Buyers indemnification, defense and hold harmless
covenants and limitations on Buyers obligations in any of the Development
Documents, including without limitation the covenants in the Section hereof
entitled Release and Indemnity and Buyers obligation to maintain completed
operations insurance pursuant to the Section hereof entitled Insurance shall
survive the Sale or Transfer of Seller or of the Property Interests and/or Oil
Operations pursuant to Section 5.18. 3.7.2 All of a partys indemnification, defense and hold harmless
covenants shall be binding on such party (or any permitted assignee) until the
last to occur of (a) such date as any action against the indemnified party is
absolutely barred by the applicable statute of limitations or (b) such date as
any action asserted prior to limitations for which indemnification is claimed
under said Section is fully and finally resolved. Neither payment nor a
finding of liability or of an obligation to defend shall be a condition
precedent to the enforcement of any indemnity or duty to defend provision
herein or elsewhere in any Development Document. If any action or proceeding shall be brought against any indemnified
party alleging any fact or circumstances for which a party is to provide
indemnification, such party, upon notice from such indemnified party, shall
defend the same at its sole cost and expense. 3.7.3 Neither Buyer nor Seller shall assert a statute of limitations
defense to its obligation to defend and indemnify an indemnified party
hereunder (or as otherwise required by the Development Documents) until after
three years from the assertion of any claim, so long as the indemnified party
notifies the indemnifying party of any such known claim within three years of
discovery of the claim. 31




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ARTICLE 4
FURTHER DOCUMENTATION  4.1
    
    Grant Deed. Upon the Close, Seller shall convey title to the Property Interests to
Buyer by means of a Grant Deed in the form of Exhibit D, and to other
portions of the Property Interests pursuant to the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form of Exhibit C, and the Easement
Agreement described in Exhibit K.  4.2
    
    Natural Hazard Zones. Seller has submitted to Buyer and Buyer acknowledges that it has
received, read and approved the natural hazard zones (Natural Hazard Zones)
disclosure materials attached as Exhibit E. Buyer agrees that Seller has
thereby fully discharged all of its obligations to Buyer, if any, under
California law with respect to Natural Hazards Zones disclosures.  4.3
    
    Development Declaration, PAPA, and Nuevo Grant of Easements to Buyer. At the Close (a) Seller will record the Development Declaration in the
form of Exhibit L against the Minerals and (b) Seller will record (in favor
of Buyer) against the surface fee interest in the Land an Easement Agreement
in the form of Exhibit K. Each Party hereto acknowledges that it has
received and read a copy of the Development Declaration, PAPA, and Easement
Agreement and agrees to abide by each and every provision thereof. Each
Partys agreement to abide by the Development Declaration, PAPA, and Easement
Agreement is a material consideration for the execution of this Agreement by
the other.  4.4
    
    Non-Exclusive Assignment of Contract Rights and Bill of Sale. Buyer has received, read and approved the Non-Exclusive Assignment of
Contract Rights and Bill of Sale in the form attached as Exhibit C and hereby
accepts and assumes all of Sellers obligations referenced therein.  4.5
    
    Repository Instructions to Buyers General Partners Counsel. Buyer and Seller have received, read and approved the Repository
Instructions and agrees to abide by each and every provision thereof.  4.6
    
    Development Declaration Covering the Development Areas and Remainder
Parcels. 4.6.1 Seller agrees, prior to any conveyance of the surface fee interest
in the Land, or portion thereof, to a Developer, to record against such
surface fee interest a development declaration consistent with and comparable
to the Development Declaration. 32




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ARTICLE 5
GENERAL PROVISIONS 5.1
    
    Notices.If to Seller:Nuevo Energy Company1021 Main, Suite 2100Houston, Texas 77002Attn: David A. LeachFax: (713) 374-4899Phone: (713) 374-4802Email: leachd@nuevoenergy.comandAttn: George B. NilsenFax: (713) 374-4981Phone: (713) 374-4973Email: nilseng@nuevoenergv.comCopy to:Ullom Associates16149 Redmond Way, Suite 401Redmond, Washington 98052Fax: (425) 836-2870Phone: (425) 836-2728Email: ullomjw@aol.comNossaman, Guthner, Knox & Elliott, LLP18101 Von Karman Avenue, Suite 1800Irvine, California 92612-1047Attn: William P. Tanner, IIIFax: (949) 833-7878Phone: (949) 833-7800Email: wtanner@nossaman.com
 33




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If to Buyer:BlackSand Energy, Inc. orBlackSand Partners, L.P.1801 Broadway, Suite 600Denver, Colorado 80202Attn: Tim CollinsFax: (303) 296-0329Phone: (303) 296-1908Email: timdenver@aol.comCopy to:Kent G. Snyder, Esq.2212 Dupont Drive, Suite BIrvine, California 92612Fax: (949) 833-8209Phone: (949) 833-9078Email: ksnyder@winstarmail.com
 Notice may also be given by facsimile transmission (Fax) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above.  5.2
    
    Payments; Interest; Liens. Any amounts which are due and owing to Seller or Buyer pursuant to the
various terms of this Agreement or any other Development Document shall be paid
in cash, bank cashiers check or wire transfer and, if to Seller, to the Seller
account, as follows: JP Morgan Bank, Bank No. 113000609, Account No.
00103291226, Payee, Nuevo Energy Company, Reference, Brea Olinda Field. If any amounts are not paid when due: (a) all such amounts shall bear
interest as specified in the particular Section requiring such payment or, if
not so specified, then at the rate of the lesser of ten percent (10%) per
annum or the maximum allowable rate under then existing California law, from
the due date until fully paid and (b) if such amounts are owed to Seller,
Seller shall be entitled to record a lien against the Property Interests to
enforce and/or secure payment of such amounts, with right of foreclosure by
power of sale thereon only to the extent necessary to preserve the validity
and/or priority of such lien as a matter of law. 34




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5.3
    
    Intentionally Omitted.5.4
    
    Signing of Documents. Subject to the provisions of this Agreement, Seller and Buyer agree to
sign any and all documents relating to the Land, Property Interests and/or Oil
Operations as necessary to fulfill the intent of the Development Documents.  5.5
    
    Captions. The captions used herein are for convenience only and are not a part of
this Agreement and do not in any way limit or amplify the terms and provisions
hereof.  5.6
    
    Governing Law and Venue. This Agreement and the documents in the forms attached as exhibits hereto
shall be governed by and construed under the laws of the State of California.
Subject to Section 5.9, below, in the event of any legal action to enforce or
interpret this Agreement (including any of the documents in the forms attached
as exhibits hereto), the sole and exclusive venue shall be a court of
competent jurisdiction located in Orange County, California; and the parties
hereto agree to and do hereby submit to the jurisdiction of such court.  5.7
    
    Time of the Essence: Successors and Assigns. Time is of the essence of each and every provision of this Agreement.
Each and all of the covenants and conditions of this Agreement shall inure to
the benefit of and shall be binding upon the successors in interest of Seller,
and, subject to the restrictions on transfers herein provided, the successors,
heirs, representatives and assigns of Buyer. As used in the foregoing,
successors shall refer to the successors in interest in this Agreement, the
Property Interests, successors to all or substantially all of their assets and
successors by merger, consolidation or other business transaction or
arrangement.  5.8
    
    Remedies. Subject to any limitation on damages contained elsewhere in this Agreement: 5.8.1 Any breach of this Agreement shall be a default hereunder. 5.8.2 Intentionally Omitted. 5.8.3 All rights, options and remedies contained in this Agreement shall
be construed and held to be cumulative, and no one of them shall be exclusive
of the other, and the parties shall have the right, except as limited elsewhere
in this Agreement, to pursue any one or all of such remedies or to seek
damages, specific performance in the event of any default hereunder by the
other or to pursue any other remedy or relief which may be provided by law or
equity, whether or not stated in this Agreement. 35




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5.8.4 No waiver by a party of a breach of any of the terms, covenants or
conditions of this Agreement shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other term, covenant or
condition herein contained. No waiver of any default by a party hereunder
shall be implied from any omission by the other to take any action on account
of such default if such default persists or is repeated, and no express waiver
shall affect the default other than as specified in such waiver. No consent
or approval obtained from a party shall be deemed to waive or render
unnecessary the further consent or approval to any subsequent similar acts by
the other.  5.9
    
    Arbitration/Attorneys Fees. Except for the right of either party to apply to a court of competent
jurisdiction for temporary restraining orders, preliminary injunctions, writs
of attachment, writs of possession or other equitable or provisional relief,
any controversy, dispute or claim of any kind or nature arising out of, in
connection with, or in relation to the interpretation, performance or breach of
this Agreement (including the indemnity obligations contained herein), any
Development Document and/or the use or development of the Land, Property
Interests or Oil Operations, including, without limitation, any claim based on
contract, tort or statute, shall be settled by final and binding arbitration by
three (3) arbitrators in accordance with the Rules of the American Arbitration
Association then in effect (the Rules). Each party shall, in accordance with
the Rules, nominate one (1) arbitrator to the arbitrational tribunal and the
two (2) arbitrators so appointed shall appoint the third arbitrator in
accordance with the Rules, the three (3) arbitrators constituting the
arbitration tribunal. The arbitration shall be held in Orange County,
California. Reasonable discovery shall be allowed in connection with such
arbitration. At the request of a party, the arbitration tribunal may issue
orders for interim relief as deemed necessary to safeguard property that is the
subject of the arbitration or in order to accomplish the objectives of this
Agreement. Such interim measures may also be sought from judicial authority
having jurisdiction. The decision of the majority of the arbitrators shall be
reduced to writing, shall be the sole and exclusive remedy between the parties
regarding any and all such disputes or differences, and shall be final and
binding on all parties to the arbitration; and, application may be made to any
court of competent jurisdiction for an order of enforcement and shall be
enforceable in any court of competent jurisdiction. The parties agree to
exclude any right of application or appeal to the courts of any jurisdiction in
connection with any questions of law arising in the course of arbitration or
with respect to any award made, except for enforcement purposes. Consequential,
punitive, or incidental or other similar damages shall not be allowed. In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, any Development Document and/or use or development of the Land,
Property Interests or Oil Operations, the prevailing party in any and all such
arbitration(s) or other proceeding(s), including any bankruptcy proceedings,
shall be entitled to recover from the non-prevailing party all of the
attorneys fees and costs incurred by such party in each and every such
arbitration or other proceeding, including any and all appeals or petitions
therefrom. As used in this Agreement, attorneys fees shall be deemed, to the
extent allowed by law, to mean the full and actual costs of any legal services
actually performed in connection with the matters involved, calculated on the
basis of the usual fee charged by the attorneys performing such services, and
shall not be limited to reasonable attorneys fees as defined in any statute
or rule of court. 36




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5.10
    
    Severability. If any portion of this Agreement is or becomes illegal, null or void or
against the public policy of the State of California, for any reason, or shall
be held by any court of competent jurisdiction to be illegal, null or void or
against the public policy of the State of California, the remaining portions,
of this Agreement shall remain in force and effect to the fullest extent
permissible by law and the Agreement, as a whole, shall then be interpreted in
the manner fairest to both Parties taking into consideration the bargained
for exchange contemplated by each of them in executing the Agreement,
including without limitation, as described in Section 1.3 of this Agreement.  5.11
    
    Gender and Number. Agreement (unless the context requires otherwise), the masculine,
feminine and neuter genders and the singular and the plural include one
another, as appropriate.  5.12
    
    Brokerage Commission. Neither Seller nor Buyer is obligated to pay any real estate, brokerage
or other commission or fee in connection with the matters contained in this
Agreement or the conveyance of the Property Interests to Buyer. The parties
hereby indemnify and hold each other free and harmless from and against any
and all costs and liabilities including, without limitation attorneys fees,
for causes of action or proceedings which may be instituted by any broker,
agent or finder, licensed or otherwise, claiming through, under or by reason
of the conduct of the other in connection with this Transaction. The foregoing
representation and indemnity shall survive the delivery of Sellers Grant
Deed.  5.13
    
    Waiver of Jury Trial. Seller and Buyer each acknowledges that it has had the advice of counsel
of its choice with respect to rights to trial by jury under the Constitutions
of the United States and the State of California. Each party expressly and
knowingly waives and releases all such rights to trial by jury in any action,
proceeding or claim brought by either party against the other on any matters
arising out of or in any way connected with this Agreement or any other
Development Document, Buyers use or development of the Property Interests or
Oil Operations, and/or any claim for injury or damage.  5.14
    
    Survival of Certain Covenants. Those covenants of the parties which are not capable of being performed
before the conveyance of the Property Interests to Buyer or which may be
capable of or require performance after such conveyance shall survive such
conveyance and the delivery of Sellers Grant Deed. The foregoing shall apply
whether or not such covenant is expressly stated to survive. 37




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5.15
    
    Recording. Neither this Agreement, nor any Memorandum hereof shall be recorded
against the Property Interests.  5.16
    
    Conflicts. EXCEPT AS PROVIDED IN SECTION 5.34, if there is a conflict among the
provisions of the Development Documents, the interpretation thereof shall be
conclusively determined by reference to the following documents in the order
listed below: (a) Agreement (including only Exhibits A, C, F, G, I and L); (b) Grant Deed; (c) Repository Instructions; (d) The remainder of the Development Documents, including the remaining
Exhibits to the Agreement.  5.17
    
    Retained Obligations Under Hover Agreement Seller shall, notwithstanding the sale to Buyer of the Property Interests
hereunder, continue to be responsible for and bear the cost of implementing
those Retained Obligations that impact the Property Interests or the Oil
Operations (set forth under Exhibit F2) under the Hover Agreement. Buyer
shall, among other matters, make its Property Interests reasonably available
to permit Seller to plug and abandon the wells and make the modifications of
the facilities set out in Exhibit F2. Buyer shall cooperate fully with
Sellers efforts to implement the Retained Obligations at no out-of-pocket
expense to Buyer.  5.18
    
    Assignment of Agreement. Subject to Section 5.22, either Seller or Buyer may assign its rights and
interests under this Agreement, with the exception that Buyer may only assign
the entire Agreement or effect the Sale or Transfer of all of (or undivided
interests in) the Property Interests, and, Seller, without the written consent
of Buyer, may not assign its rights under Exhibit I with respect to the
Program. In the event of any assignment authorized by this Section 5.18, Seller
and Buyer expressly agree that (a) any such assignee shall assume in writing
all of assignors obligations under this Agreement which are the subject of the
assignment, as more fully described in Section 5.22, and (b) the assignor will
reimburse the non-assigning party for all reasonable costs and expenses it
incurred in connection with any such assignment including all reasonable
attorneys fees and other costs incurred in preparing and/or reviewing
assignment documentation. ANY ATTEMPTED ASSIGNMENT MADE IN VIOLATION OF THIS SECTION SHALL BE VOID. 38




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5.19
    
    No Partnership or Agency. 5.19.1 Buyer and Seller expressly acknowledge and agree that they are not
joint venturers, partners, or agents of each other and do not have fiduciary
duties with respect to one another, in any manner whatsoever, in the
acquisition or conveyance of the Property Interests or Oil Operations. Neither
anything in this Agreement or in any other Development Document, nor any
communication or other action between the parties relating to the Property
Interests or Oil Operations, is intended or shall be construed to create a
joint venture, partnership, agency or fiduciary relationship between Buyer and
Seller or their respective owners, regardless of any common identity of
ownership in Seller and Buyer. 5.19.2 This Agreement does not create any third party beneficiary status.  5.20
    
    Resolution of Contractual Uncertainties. Seller and Buyer waive the effect of California Civil Code Section 1654
which interprets uncertainties in a contract against the party which drafted
the contract.  5.21
    
    Assignment of License Agreements/Leases. Except for the Excluded Interests, as of the Close, Seller, to the extent
of its ability to do so without incurring liability therefor, materially
breaching any contract or agreement, or violating any law, ordinance, rule or
regulation of a Governmental Agency, hereby (i) assigns exclusively to Buyer
all of its right, title and interest in and to those leases, agreements and
licenses listed on Exhibit G (Exclusive Assignments) pertaining to the
Property Interests and Oil Operations and (ii) assigns non-exclusively to
Buyer its right, title and interest in and to those leases, agreements and
licenses listed on Exhibit G-l (Non-Exclusive Assignments), and Buyer
hereby assumes and agrees to discharge pursuant to the terms of both the
Exclusive Assignments and Non-Exclusive Assignments all obligations of Seller
thereunder. To the best of Sellers knowledge (as defined in Section 3.IB),
all unrecorded leases and licenses pertaining to the Property Interests or Oil
Operations are listed in Exhibit G and Exhibit
G-l.  5.22
    
    Notice on Approved Transfer. Buyer shall notify Seller in writing ten (10) days prior to any Transfer
permitted by Section 5.18 hereof, by (a) identifying the transferee; (b)
specifying its relation to Buyer and/or Buyers parent or related entity and
Buyers ownership interest therein; if any, and (c) by providing Seller with
such Transferees written Assumption of Obligations (in the form attached to
this Agreement as Exhibit J) of all Buyers obligations hereunder relating to
the portion of the Property Interests being transferred.  5.23
    
    Entire Agreement: Exhibits. This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and all prior and
contemporaneous agreements, representations, negotiations and understandings
of the parties hereto, oral or written, are hereby superseded and merged
herein. The foregoing sentence shall in no way affect the validity of any
instruments executed by the parties in the form of exhibits attached to this
Agreement which, although 39




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independently executed by the parties, are, nonetheless, a part of this
Agreement as though fully set forth herein. All of the exhibits attached hereto
are incorporated herein by this reference (except for the limited purposes
stated in Section 5.16 Conflicts).  5.24
    
    Stand-Alone Insurance. 5.24.1 Policy Requirements. As a separate and distinct matter, not covered by the insurance
requirements assumed by Buyer and contained elsewhere in this Agreement, Buyer
shall obtain a single premium, ten-year term, stand-alone environmental
insurance policy (SA Insurance) to cover a portion of the risks described in
Section 3.5 hereof having a combined total limit of Twenty Million Dollars
($20,000,000), with a self-insurance retention of Two Hundred Fifty Thousand
Dollars ($250,000); and, at least the following: (a) The insurance company is rated at least A- VIII in the latest Bests
Report; (b) Buyer, Seller and Developer (and all the Indemnitees) are Named
Insureds; (c) First party clean-up and third party claims, both on-site and
off-site, are covered on a claims made basis, to the extent occurrence
based insurance is not available in the marketplace; (d) Personal and bodily injury, property damage, health, nuisance (e.g..
from odor) and diminished property value on and off the Property Interests are
covered; (e) Unknown (Unknown), pre-existing conditions are covered,
including underground storage tanks; (f) No third party claim is necessary to trigger coverage for occurrences
arising from Unknown, pre-existing conditions; and, defense and indemnity is
available therefor, including coverage for the assertions of Governmental
Agencies, any Developer and any Home Owners Association (including internal
costs, bonds to release liens and attachments, appeal bonds, pre and post
judgment interest); (g) There is no retroactive time limitation on coverage; (h) Cancellation may be effected only to the limited extent of specific
Named Insured non-compliance; and Buyer and Seller shall pay the premium for such policy at the time of
issuance as follows: Seller
    
    
    50
    %Buyer
    
    
    50
    %
 To the extent any insurance payment under such a policy of SA Insurance
is applied to reduce any liability imposed as a result of such a risk (or
Buyers indemnity in Section 3.5), 40




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Buyers payment obligations pursuant to Section 3.5 shall be reduced
proportionately; provided however, that such SA Insurance and/or payment
shall not otherwise dilute Buyers obligations under such Section 3.5, or the
Indemnities specified therein. 5.24.2 Documentation. Any person or entity that is obligated to perform remediation work under
the PAPA shall use commercially reasonable efforts to obtain a No Further
Action Letter or such other, comparable documentation from the appropriate
Governmental Agency as is necessary to avoid any exclusion for known pollution
conditions under the SA Insurance Policy. As soon as such documentation is
obtained, such person or entity shall promptly furnish same to the insurer
under the SA Insurance Policy.  5.25
    
    Further Assurances and Cooperation. Each of the Parties shall execute and deliver all additional papers,
documents and other reasonable assurances, and shall do all acts and things
reasonably necessary in connection with the performance of its obligations
hereunder to carry out the intent of this Agreement, including Sellers
obligation to make the Contingent Payment as defined in Section 5.29, and
shall cooperate with the other Party after the Close, to ensure a smooth
transition from Seller to Buyer regarding the ownership, possession and use of
the Property Interests and for Oil Operations, including without limitation,
the following: (a) Buyer shall provide access and make available to Seller,
during normal business hours, upon forty-eight (48) hours notice, for copying
of the Knowledge, but only including financial and accounting documents and
information relating to Sellers prior ownership, use and possession of the
Property Interests and Oil Operations, among other things, in order to (i)
submit any reports to or filings with any Governmental Agency (including
taxing authorities), (ii) wind up its business activities with respect to the
Property Interests and Oil Operations and (iii) continue its general,
corporate operations in the ordinary course of its business, and (b) Seller
shall provide reasonable assistance to Buyer in assuming the Oil Operations,
without however, being required to spend money, participate in any formal
controversy including litigation or arbitration or spend excessive employee or
consultant time and effort in so doing.  5.26
    
    Intent of Definitions. The limitations, prohibitions, restrictions, requirements and obligations
of Buyer in this Agreement, when expressed in respect of, in connection with
or in relation to a defined term, shall mean, include and apply to all or any
part or portion of such defined term. Use of the word including herein shall
mean including without limitation.  5.27
    
    Intentionally Omitted.5.28
    
    Continuing Seller Interests To ensure the performance by Buyer (and its successors and assigns to all
or an undivided interest in the Property Interests), of its obligations under
this Agreement, any Sale or Transfer (including hypothecation) of all or a
portion of the Property Interests or recording of claims against the Property
Interests shall be made expressly subject to the rights of Seller under 41




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this Agreement, including the Development Declaration. This provision shall be
included in the Grant Deed and any subsequent deed or conveyancing instrument
for any of the Property Interests, in perpetuity.  5.29
    
    Unocal Asset Purchase Agreement. With the exception of the payment of the Contingent Payment to Unocal
as set forth below, Buyer hereby accepts and assumes all of Sellers rights,
duties and obligations, of every nature and type whatsoever, under, in or
relating to the Unocal Asset Purchase Agreement to the extent they relate to
the Property Interests. The obligation to pay to Unocal the Contingent
Payment (referenced and defined at Section 2.1 of the Unocal Asset Purchase
Agreement) is specifically retained by Seller; provided, however, that Buyer
hereby covenants and agrees to provide necessary information to Seller in a
timely fashion so that it may calculate the amount of the Contingent Payment.
The information to be provided to Seller shall consist of and shall be
submitted as follows: (a) The information is set forth in Section 2.1 of the. Unocal Asset
Purchase Agreement and shall be calculated based upon data from the Brea
Olinda field only. (b) The information shall relate to the following calendar years: 2003 and
2004. Buyer shall provide such information to Seller, within ten (10) days of a
written request therefor. Furthermore, within two (2) days of a Seller request,
Buyer shall make its relevant records available for inspection by Seller during
normal business hours at Buyers office. The matters contained in the preceding
sentence are in addition to, and not in limitation of, the provisions of
Section 5.25.  5.30
    
    Like-Kind Exchange. Seller shall have the right, on ten days written notice to Buyer, to
consummate the Transaction by means of a like-kind exchange (Exchange)
pursuant to Section 1031 of the United States Internal Revenue Code, so long
as the Exchange does not delay the Close. Buyer will cooperate with Seller in
such endeavor as described in Section 5.25 of this Agreement.  5.31
    
    Oil Well Exhibit. As a convenience to Buyer, Seller has attached as Exhibit H a list of
oil wells (Oil Wells) which to the best of its knowledge (as defined in
Section 3. 1B) is a complete list of Oil Wells in the Property Interests.
Buyer specifically understands and agrees that all matters pertaining to the
Wells are included within the Buyer Indemnities granted herein in Section 3.5.
(without limitation, including any plugging, abandonment, reabandonment and
the like), as well as being covered by all other provisions of this Agreement
pertaining to the Property Interests and Oil Operations. 42




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5.32 Intentionally Omitted. 5.33 Oil Price Hedge. The parties agree to use commercially reasonable efforts to secure the
consent (Consent) of Morgan Stanley Capital Group, Inc. (Stanley) to the
assignment to Buyer of that certain oil price hedge (Commodity Swap) contract
between Seller and Stanley, dated January 30, 2003, which assignment will be
effected at the Close, if the Consent is received. Should such consent be
obtained, Seller is obligated to make any assignment within thirty (30) days
of such consent and Buyer must accept such assignment. 5.34 Waiver, Release and Indemnities: Limitations under the PAPA. The waiver, release and indemnities given by Buyer herein with respect to
Losses and Environmental Losses are subject to any contrary provisions
regarding Seller Work to be performed under the PAPA (but as also limited by
such contrary provisions). The provisions of the PAPA shall prevail in the
event of any conflict between that agreement and the indemnity provisions in
Section 3.5 of this Agreement. 5.35 Buyers Counsel as Closing Repository. Buyer will ensure that Buyers General Partners counsel identified in
Section 2.6.2 shall act as the Closing Repository for the Transaction in
compliance in all respects with the Repository Instructions. IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first above written. NUEVO ENERGY COMPANY,
    
    BLACKSAND PARTNERS, L.P.,a Delaware corporation
    
    a Texas limited partnershipBy:
    
    Blacksand Energy, Inc., a Delaware
CorporationBy:
    
    -s- George B. Nilsen

George B. Nilsen
    
    Title:
    
    General PartnerTitle:
    
    Senior Vice President
    
    
    
    By:
    
    -s- Tim CollinsTim CollinsBy:
    
    -s- Phillip A. Gobe

Phillip A. Gobe
    
    
    
    Title:
    
    PresidentTitle:
    
    Chief Operating OfficerSELLER
    
    
    
    BUYER
 43




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EXHIBIT A (Description of the Property Interests) Exhibit A




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EXHIBIT A1 (Property Minerals) Exhibit A1




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EXHIBIT A1 THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5,6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNINGAT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2"×
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2' × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTINGTHEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTINGTHEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5




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1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:  BEGINNINGAT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTINGTHEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:  BEGINNINGAT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10 ' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" × 2" STAKE AND THE
TRUE POINT OF BEGINNINGFOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16"
WEST, 380.00 FEET TO A 2" × 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2"× 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2" × 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" × 2" STAKE AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTINGTHEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5




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ALSO EXCEPTINGTHEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTINGTHEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTINGTHEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNINGAT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;  THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5




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THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS
N10°33'18"E 381.48';  THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTINGTHEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNINGAT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;  THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS N10°33'18"E
381.48'";  THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:  BEGINNINGAT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5




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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE POINT OF BEGINNINGFOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" × 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" × 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" × 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE AND THE TRUE POINT
OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT   A1
SITE DEPICTION, IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. PREPARED BY: THE KEITH COMPANIES(Seal)
    
    UNDER THE DIRECTION OF:-s- Kathleen Susan TetreaultKATHLEEN SUSAN TETREAULT P.L.S.7297MY LICENSE EXPIRES 12/31/2004January 31, 2003JN: 13207.00
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EXHIBIT A2 (Adjacent Minerals) Exhibit A2




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EXHIBIT A2 Description of Adjacent Minerals All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (Walden Deed) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Attachment 1 to Exhibit A2. Exhibit A2




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ATTACHMENT 1 TO
EXHIBIT A2 Attachment 1
Exhibit A2




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ATTACHMENT 1 TO EXHIBIT A2 RECORDING REQUESTED BY: Brea Walden, LLC
c/o Hover Development Company, Inc.
3501 Jamboree Boulevard. Suite 200
Newport Beach, California 92660
Attn: Tom Hover WHEN RECORDED MAIL TO: Brea Walden, LLC
c/o Hover Development Company, Inc.
3501 Jamboree Boulevard, Suite 200
Newport Peach, California 92660
Attn: Tom Hover MAIL TAX STATEMENTS TO ADDRESS ABOVE GRANT DEED FOR
A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
NUEVO ENERGY COMPANY, a Delaware corporation (Grantor), hereby grants to BREA
WALDEN, LLC, a California limited liability company (Grantee), the following
described real property (Land or Property) in
the County of Orange,
Stale of California: See Attachment No. 1 which is incorporated herein by this
reference. EXCEPTING AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the
same, as follows: A. All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever
name known, geothermal steam and all products derived from any of the
foregoing, that may be within or under the Land, together with the
perpetual right of drilling, mining, exploring and operating therefor
and producing, storing in, injecting water, gases and/or other
substances (for secondary and/or tertiary recovery operations) into, or
to use other techniques, whether now known or unknown, and removing,
taking, treating and selling the same from said Land or any other land
(including the Adjacent Parcel, as shown on Attachment 2), and
including the right to whipstock or directionally drill and mine from
lands other than the Land (including the Adjacent Parcel, as shown on
Attachment 2), oil or gas wells, mines, tunnels and shafts into,
through or across the subsurface of the Land, and to bottom such
whipstocked or directionally drilled wells, mines, tunnels and shafts
under and beneath or beyond the exterior limits thereof, and to
relocate, replace, redrill, retunnel, work, rework, complete,
recomplete, equip, maintain, repair, remove, change the size of,
increase the number of, deepen and operate any such wells or mines; but,
except as set forth irl C, D and E below, without the 1




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right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land. B. Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with
respect to the Land (no matter how acquired by Grantor), whether such water
rights shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Land or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor; but
without, however any right to enter upon the surface of the Land in the
exercise of such rights. C. An exclusive, subsurface easement and nonexclusive surface easement
(Corridor Easement) on, over and under the Land for ingress, egress and
access to and from, and the construction, installation, maintenance,
replacement, repair, removal, reconstruction and other uses (collectively,
uses) of (a) electric, gas, telephone, water, sewer, drainage, and all other
wet and dry utilities, (b) cable television and other telecommunications and/or
data transmission lines and facilities, and (c) pipelines and other uses and
facilities in connection with its operating/non- operating oil and gas wells
and mines and other development of the adjacent parcel (Adjacent Parcel) as a
master-planned community (the location of the Corridor Easement and a
description of the Adjacent Parcel are shown on Attachment 2); provided that
the construction and installation of such facilities shall not unreasonably
interfere with Grantees development of the Land, and after Mass Grading
thereof has been completed, Grantor shall repair any damage to the surface of
the Land caused by its activity thereon; and provided further that Grantee
shall construct and maintain landscaping on and over the surface of the
Corridor Easement compatible with its development of the Land and Grantors
development of the Adjacent Parcel. D. A non-exclusive easement (Street Easement) on, over and under
the streets on the Land for ingress, egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable
television and other telecommunications and/or data transmission lines and
facilities, and (c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a -master-planned community (the location of the Street
Easement is shown on Attachment 2); provided that the use of such facilities
shall not unreasonably interfere with Grantees development of the Land, and
after Mass Grading thereof has been completed, Grantor shall repair any damage
to the Streets and surface of the Land caused by its activity thereon. E. A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment 3, as well as the
right to connect to and discharge and drain through, any water, sewer and
other facilities constructed by Grantee on, over and under the Land. 2




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All defined terms in the
Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of
any other Development Document. SUBJECT TO: 1. General and special real property taxes and assessments and
supplemental assessments, if any which are not delinquent. 2. That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith. 3. That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not. 4. All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other matters
of record or apparent. IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written. Dated: October 3,2001
    
    NUEVO ENERGY COMPANY, a DelawarecorporationBy:
    
    -s- Mike DardenMIKE DARDENTitle:
    
    VICE PRESIDENTBy:
    
    -s- David A LeachDAVID A LEACHTitle:
    
    ASST. SECRETARYGrantor
 3




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ACCEPTANCE: Grantee hereby accepts this-Grant Deed on the terms and conditions
herein stated. Dated: October 3, 2001
    
    BREA WALDEN, LLC, a California limited
liability companyBy:
    
    HOVER DEVELOPMENT COMPANY, INC.,
a California corporation, its sole managing
memberBy:
    
    /s/ Tom HoverTom Hover, PresidentBy:Its:Grantee
 4




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State of Texas
    
    
    ))County of Harris
    
    
    )
 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. Signature
 State of Texas
    
    
    ))County of Harris
    
    
    )
 On October 4, 2001 before me, Judy Vidrine, personally appeared Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s)
are subscribed to the within instrument and acknowledged to me that
they executed the same in 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. Signature
    
    /s/ Judy Vidrine
    
    [Stamp]
 5




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State of California
    
    
    ))County of Orange
    
    
    )
 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. Signature
 State of California
    
    
    ))County of Orange
    
    
    )
 On
October 3, 2001 before me, Donna Fritz, personally appeared Tom
Hover, personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity
and that by his signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature
    
    -s- Donna Fritz
 6




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ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION OF LAND




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Preliminary Report
 DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTY OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS: PARCEL 2 AS SHOWN ON EXHIBIT B OF LOT LINE ADJUSTMENT LL-2000-054-
RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 IN THE
OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PAGE 4




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(MAP) First American Title
Insurance Company




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ATTACHMENT NO. 2 TO GRANT DEED CORRIDOR EASEMENT STREET EASEMENT ADJACENT PARCEL




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CORRIDOR EASEMENT (Metes and Bounds Description Of
Easement Area)




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(MAP)




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ATTACHMENT 2
TENTATIVE TRACT NO. 16047
LOTS A & F THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND
ASSIGNMENT,
RECORDED APRIL 10,1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN
THE OFFICE OF SAID COUNTY RECORDER. MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A (TENTATIVE TRACT NO.
16047 LOTF) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7: THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF BREA
ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED JUNE
28.1977. IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF SAID
COUNTY RECORDER; THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH 89°53'53"W 466.40
FEET TO THE POINT OF BEGINNING; THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID POINT
BEARS NORTH 00°50'30" WEST, SAID POINT BEING ON THE RIGHT-OF-WAY OF PROPOSED
STREET A; THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A CENTRAL
ANGLE OF 33°55'32"; THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE; THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.00 FEET TO THE POINT
OF BEGINNING. PARCEL B (TENTATIVE TRACT NO. 16047 LOT A ) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION 7; THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF
BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED Page 1 of 2




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JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER; THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH 89°53'53"W 723.50
FEET TO THE POINT OF BEGINNING; THENCE SOUTH 07°50'05" EAST 87.46 FEET TO A POINT ON THE RIGHT-OF-WAY OF
PROPOSED STREET A; THENCE ALONG SAID
RIGHT-OF-WAY SOUTH 81°51'01" WEST 25.00 FEET; THENCE NORTH 07°50'05" WEST 91.09 FEET TO SAID NORTHERLY LINE; THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.24 FEET TO THE POINT
OF BEGINNING. ALSO AS SHOWN ON EXHIBIT B, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF. THIS DESCRIPTION HAS BEEN PREPARED FOR LAND OWNER AGREEMENT PURPOSES AND MAY
NOT BE USED FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS
PROVIDED FOR IN LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT, A DIVISION OF THE
GOVERNMENT CODE OF THE STATE OF CALIFORNIA SUBJECT TO COVENANTS,
CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. Page 2 of 2




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STREET EASEMENT (Current depiction of Streets,
to be automatically replaced
by the recorded version
of TTM 16047, showing
the final alignment
and location thereof and
connection points to the
Corridor Easement)




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(ATTACHMENT 2B MAP)




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(ATTACHMENT 2B MAP)




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(ATTACHMENT 2B MAP)




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EXHIBIT A3 (District Minerals) Exhibit A3




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EXHIBIT A3 THAT PORTION OF PARCEL 1 OF
LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNINGAT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS  N 10°33'18"E 381.48'  ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS N10°33'18"E
381.48' ;
THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18' WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING. CONTAINING 0.425 ACRES, MORE OR LESS. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (STAMP)
    
    PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:-s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT P.L.S. 7297
MY LICENSE EXPIRES 12/31/2004November 04, 2002JN: 13207.00.034




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EXHIBIT A4 (Other Minerals) Exhibit A4




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EXHIBIT A4 Property Name:
    
    BREA RESIDENTIAL LOTS MINERAL FEENuevo Property #:
    
    CA12096
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds. Property Name:
    
    HOLE MINERAL FEENuevo Property #:
    
    CA12451
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M. All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M. Property Name:
    
    SIEVERS (J.) MINERAL FEENuevo Property #:
    
    CA12097
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds. 1




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Property Name:
    
    TOWNSEND & DAMON MINERAL FEENuevo Property #:
    
    CA12445
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds. Property Name:
    
    NARANJAL MINERAL FEE A & BNuevo Property #:
    
    CA12453
 All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 3/24/10 from Stearns Ranchos
Company, as Grantor, to Union Oil Company of California, as Grantee, recorded
4/22/21 in Book 385 at Page 394 of Deeds Orange County and recorded on 5/25/21
in Book 211, Page 268 Official Records Los Angeles County; EXCEPTING THEREFROM
that portion described as follows:  That portion of the Northerly one-half of Section 2, Township 3 South,
Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the
unincorporated territory of the County of Orange, State of California, as
shown on the Map recorded in Book 51, Page 7 of Miscellaneous Maps in the
Office of the County Recorded, described as follows:Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of
said county recorder; thence along the Easterly line of said Tract No.
12743, North 1°31'03" West 1099.63 feet to the Northeasterly corner of
said Tract No. 12743, said corner also being the beginning of a non-tangent curve, concave Northeasterly having a radius of 795.00 feet,
a radial line to said point bears South 4°39'12" East; thence
Northwesterly 484.67 feet along said curve and the Northerly line of
said Tract No. 12743, through a central angle of 34°55'49"; thence North
59°43'23" West 104.97 feet along said Northerly line to an angle point
in said Northeasterly line, said angle point being the beginning of a
non-tangent curve, concave Southeasterly having a radius of 1450.00
feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central
angle of 2°09'15"; thence along said Northeasterly line North 57°22'09"
West 50.00 feet to the most Northerly corner of said Tract No. 12743,
said corner also the beginning of a non-tangent curve, concave
Southeasterly having a radius of 1500.00 feet, a radial line to said
point bears North 57°22'09" West; thence leaving said Northeasterly 2




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line and following along the Easterly line of future Tract No. 13728, the
following courses:Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan Cajon
de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book 119,
Pages 33 and 34 in the Office of the County Recorder; thence South 76°59'28"
East 1527.95 feet along said Northerly line to the Northwesterly corner of the
land described in the deed to the Exxon Education Foundation, recorded
December 29, 1983 as File/Page No. 83-587995 of Official Records in the Office
of the County Recorder; thence South 1°18'55" West 1851.58 feet along the
Westerly line of said deed to the Southwesterly corner of said deed; thence
South 88°31'06" West 961.07 feet along the Northerly line of the South one-half
of said Section 2 to the Point of Beginning.All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns
Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at
Page 363 Official Records; EXCEPTING THEREFROM that portion described as
follows:  That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows:Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1o31'03" West 1099.63 feet to the Northeasterly corner of said Tract No. 12743,
said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point bears
South 4°39'12" East; thence Northwesterly 484.67 feet along said curve and the
Northerly line of said Tract No. 12743, through a central angle of 34°55'49";
thence North 59°43'23" West 104.97 feet along said Northerly line to an angle
point in said Northeasterly line, said angle point being the beginning of a
non-tangent curve, concave Southeasterly having a radius of 1450.00 feet, a
radial line to said point bears North 59o31'24" West; thence Northeasterly
54.73 feet along said Northeasterly line through a central angle of 2°09'15";
thence along said Northeasterly line North 57°22'09" West 50.00 feet to the
most Northerly corner of said Tract No. 12743, said corner also the beginning of
a non-tangent curve, concave Southeasterly having a radius of 1500.00 feet, a
radial line to said point bears North 57°22'09" West; thence leaving said
Northeasterly 3




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line and following along the Easterly line of future Tract No. 13728, the
following courses:Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45o00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan Cajon
de Santa Ana as shown on Record of Survey No. 88-1035, filed in Book 119,
Pages 33 and 34 in the Office of the County Recorder; thence South 76°59'28"
East 1527.95 feet along said Northerly line to the Northwesterly corner of the
land described in the deed to the Exxon Education Foundation, recorded
December 29, 1983 as File/Page No. 83-587995 of Official Records in the Office
of the County Recorder, thence South 1°18'55" West 1851.58 feet along the
Westerly line of said deed to the Southwesterly corner of said deed; thence
South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning.EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3, 2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows:Parcel 2 as shown on Exhibit B of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California.Also EXCEPTING THEREFROM the land described as follows:Being a portion of the Southwest one-quarter of fractional Section 8, Township
3 South, Range 9 West, lying West of the Easterly boundary of the Rancho San
Juan Cajon de Santa Ana, in the County of Orange, State of California as shown
on map recorded in Book 51, Page 7 of the Miscellaneous Maps in the Office of
the County Recorder of said County and also show on record of Survey 81-1149
filed in Book 103, Page 19 of Record of Survey in the said Office of the
County Recorder being more particularly described as follows:Beginning at the Southwest corner of said Record of Survey 81-1149, thence North
0°11'29" East along the Westerly line of said Record of Survey a distance of
776.93 feet to the Northwest corner of said Record of Survey; thence South
89°45'41" East along the Northerly line and its Easterly prolongation of said
Record of Survey a distance of 2406.20 feet of the Easterly boundary line of
said Rancho San Juan Cajon de Santa Ana; thence South 03°24'35" East along said
Easterly boundary a distance of 772.60 feet to a point on the Easterly
prolongation of the Southerly line of said Record of Survey; thence North
89°53'56" West along said Southerly line and its prolongation of distance of
2454.72 feet to the point of beginning. 4




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ALSO EXCEPTING THEREFROM the land described as follows:Those portions of sections 33 and 34, Township 2 South, Range 10 West, San
Bernardino Base and Meridian, in the Rancho San Juan Cajon De Santa Ana, in
the County of Los Angeles, State of California, described as follows:Beginning at the Northwest corner of Section 3, Township 3 South, Range 10
West; thence North 00 degrees 03" 08' West, along the Westerly lines of Lots 3
and 4 of Tract No. 30081, as per map recorded in Book 751 Pages 71 and 72 of
maps. 225.57 feet to a line that is parallel with and 350.00 feet Easterly,
measured at right angles, from the Westerly boundary line of said Rancho San
Juan Cajon De Santa Ana, the Southerly terminus of said line is also the most
Northeasterly corner of Lot 3 of said Tract No. 30081 and the True Point of
Beginning of this description; thence leaving said corner, along the Northerly
lines of Lots 2 and 3 of said Tract No. 30081, North 70 degrees 57" 17' West,
350.00 feet of the Westerly boundary line of said Rancho; thence Northeasterly
along the Westerly boundary of said Rancho, 785.00 feet more or less to the
Northwest corner of said Rancho, being corner Station No. 22 of said Rancho;
then Southeasterly along the Northerly boundary line of said Rancho, South 76
degrees 59" 00' East 1212.62 feet to a Point of Intersection of the
Northwesterly prolongation of the Easterly line of that certain parcel of
land, as Parcel 1, conveyed to Southern California Edison Company, by deed
recorded May 5, 1965, as Instrument No. 1001 of Official Records; thence
Southeasterly along said Northwesterly prolongation, South 21 degrees 22" 20'
East 50 feet to the Northerly corner of said Parcel 1; thence Southwesterly
along the Northwesterly line of said Parcel 1, to the Westerly corner of said
Parcel 1, said corner is also a point in the Northerly line of a certain
corporation Grant Deed Recorded December 22, 1962, as Instrument No. 834, in
book D1865 page 873 of Official Records, records of said county, said
mentioned point being North 76 degrees 59" 00' West, 465.00 feet, measured
along said Northerly line from a certain point A referred to in the last
mentioned corporation grant deed; thence along said Northerly line, North 76
degrees 59" 00' West, 472.38 feet to the Intersection of the Northeasterly
prolongation of the Westerly line of said Parcel 1, that has a bearing and a
distance of North 19 degrees 02" 43' East, 484.66 feet; thence Southwesterly
along said Westerly line South 19 degrees 02" 43' West 484.66 feet to the True
Point of Beginning.Indenture dated 5/17/27 between Stearns Ranchos Company and Union Oil Company
of California, recorded 5/25/27 in Book 47 at Page 363 Official Records, more
particularly described as follows: [204-15]Those portions of sections 33 and 34, Township 2 South, Range 10 West, San
Bernardino Base and Meridian, in the Rancho San Juan Cajon De Santa Ana, in
the County of Los Angeles, State of California, described as follows:Beginning at the Northwest corner of Section 3, Township 3 South, Range 10
West; thence North 00 degrees 03" 08' West, along the Westerly lines of Lots 3
and 4 of Tract No. 30081, as per map recorded in Book 751 Pages 71 and 72 of
maps. 225.57 feet to a line that is parallel with and 350.00 feet Easterly,
measured at right angles, from the Westerly boundary line of said Rancho San
Juan Cajon De Santa Ana, the Southerly 5




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terminus of said line is also the most Northeasterly corner of Lot 3 of said
Tract No. 30081 and the True Point of Beginning of this description; thence
leaving said corner, along the Northerly lines of Lots 2 and 3 of said Tract
No. 30081, North 70 degrees 70 degrees 57" 71' West, 350.00 feet of the
Westerly boundary line of said Rancho; thence Northeasterly along the Westerly
boundary of said Rancho, 785.00 feet more or less to the Northwest corner of
said Rancho, being corner Station No. 22 of said Rancho; then Southeasterly
along the Northerly boundary line of said Rancho, South 76 degrees 59" 00' East
1212.62 feet to a Point of Intersection of the Northwesterly prolongation of
the Easterly line of that certain parcel of land, as Parcel 1, conveyed to
Southern California Edison Company, by deed recorded May 5, 1965, as Instrument
No. 1001 of Official Records; thence Southeasterly along said Northwesterly
prolongation, South 21 degrees 22" 20' East 50 feet to the Northerly corner of
said Parcel 1; thence Southwesterly along the Northwesterly line of said Parcel
1, to the Westerly corner of said Parcel 1, said comer is also a point in the
Northerly line of a certain corporation Grant Deed Recorded December 22, 1962,
as Instrument No. 834, in book D1865, page 873 of Official Records, records of
said county, said mentioned point being North 76 degrees 59" 00' West, 465.00
feet, measured along said Northerly line from a certain point A referred to
in the last mentioned corporation grant deed; thence along said Northerly line,
North 76 degrees 59" 00' West, 472.38 feet to the Intersection of the
Northeasterly prolongation of the Westerly line of said Parcel 1, that has a
bearing and distance of North 19 degrees 02" 43' East, 484.66 feet; thence
Southwesterly along said Westerly line South 19 degrees 02" 43' West 484.66
feet to the True Point of Beginning. 6




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Property Name:
    
    STEARNS MINERAL FEENuevo Property #:
    
    CA12593
 All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California by:  1)
    
    Deed dated 12/4/1896, from Stearns Ranches Company, as Grantor, to
Union Oil Company
of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book 30
at Page 11
of Deeds.2)
    
    Grant Deed dated 8/31/1899, between Stearns Ranches Company, as
Grantor, and Union
Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at Page
250 of
Deeds, more particularly described as follows:  Those portions of Sections 1 and 12, Township 3 South, Range 10 West and
Sections 5, 6, 7 and 8 Township 3 South, Range 9 West, in the Rancho San
Juan Cajon de Santa Ana, as shown on a map recorded in Book 51, Page 7
of Miscellaneous Maps, Records of Orange County, California, described
as follows:Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the patent
boundary of said Rancho Rincon de La Brea; thence along the patent
boundary of said Rancho Rincon de La Brea, North 84° West 107.51 chains
to a sand stone marked R.B. in mound with pits; thence along said patent
boundary North 57°42' West 43.67 chains to a white post 4 inches square
in mound of stone marked S.J.C.S.A. at intersection of the patent lines
of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea; thence
along the patent line of said Rancho San Juan Cajon de Santa Ana, North
78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post
in mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4"
post marked 20.60 mounds with pits; thence North 88°39' East 55.48 chains
to a 2" × 4" post marked 20 in mound with pits; thence South 0°30' East
20.00 chains to a 2" × 4" post in mound with pits; thence North 89°45"
East 134.63 chains to a 2" × 4" post marked 40.10 in mound with pits upon
the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning.Excepting the Westerly 200 acres of the above described tract.Also excepting any portion of the above described property which lies
north of the agreed boundary line and bounded Westerly by line running
North 28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of 7




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California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.Also excepting therefrom that portion included within Parcel 1 of a County of
Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10,1957 in Book 3936, page 314 of said Official Records,
described as follows:Beginning at a point in the Southerly line of the land described in Deed from
the Steams Ranchos Company, a Corporation, to Union Oil Company of California,
a Corporation, dated August 31, 1899, recorded September 2,1899 in Book 44,
Page 250 of said Deeds, distant South 89°10'50" West along said line 3131.98
feet from the Southeast corner of said land, said point of beginning being
monumented by Union Oil Company Monument 11B; thence North 9°48'11" West
529.60 feet to a 2" × 2" stake and the true point of beginning for this
description; thence North 85°48'16" West, 380.00 feet to a 2" × 2" stake;
thence North 4°11'44" East 1750.00 feet to a 2" × 2" stake thence South
85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44" West
1750.00 feet to a 2" × 2" stake and the true point of beginning.Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5, 6, 7 and 8 Township 3 South, Range 9
West, in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded in
Book 51, Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast
corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de La
Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La
Brea; thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60 in
mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in mound
with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked 20.60
mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4" post
marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a 2" × 4"
post in mound with pits; thence North 89°45" East 134.63 chains to a 2" × 4"
post marked 40.10 in mound with pits upon the Eastern Boundary of said Rancho
San Juan Cajon de Santa Ana; thence along same North 4° West 47.51 chains to
the place of beginning. 8




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Excepting the Westerly 200 acres of the above described tract.Also excepting any portion of the above described property which lies north of
the agreed boundary line and bounded Westerly by line running North 28°30'
East from the Western terminus of said line as established by agreement
between the Union Oil Company of California and the Graham-Loftus Oil Company,
recorded June 10, 1905 in Book 120, Page 223 of Deeds, records of said Orange
County.Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28, 1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:Beginning at a point on the Westerly boundary of said lands owned by Union Oil
Company of California, which Westerly boundary is also the Easterly boundary
of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly along
a line forming an angle of 73°32'24" with the Easterly prolongation of the
center line of said Central Avenue at said point of intersection (assumed and
taken to bear North 15011'16" East), a distance of 839.60 feet to the true

point of beginning; thence North 0°10'11" East a distance of 1250 feet; thence
South 89°49'49" East a distance of 500 feet; thence South 65°23'11" East a
distance of 604.15 feet; thence South 0°10'11" West a distance of 1000 feet;
thence North 89°49'49" West a distance of 1050 feet to the true point of
beginning.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 641 of said Official Records.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 647 of said Official Records.Also excepting therefrom the land described in deed to the Brea-Olinda Unified
School District of Orange County, California, recorded September 11, 1968,
page 437 of said Official Records.Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said Official
Records.Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior Court
Case No. 156220, a certified copy of which was recorded September 29, 1970 in
Book 9417, Page 364 of said Official Records. 9




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86-243,
    as shown on a map filed in Book 214, Pages 28 to 31 inclusive, of Parcel Maps, in the Office of the County Recorder of Orange County,
California, together with the West Half of associated road, 80.00 feet
wide, as shown on said Parcel Map, adjoining said Parcels 1 and 2 on the
East, and being bounded Northeasterly by the Northeasterly line of said
Parcel Map and being bounded Southerly by the centerline of Lambert Road,
as shown on said Parcel Map.Also excepting therefrom that portion, if any, included within Parcel 1
of Parcel Map No. 83-1179, as shown on a map filed in Book 218, Page 1 to
4 inclusive, of Parcel Maps, in the Office of the County Recorder of
Orange County, California.Also excepting therefrom that portion included within Tract No. 12562, as
shown on a map recorded in Book 579, Pages 4 to 9 inclusive, of said
Miscellaneous Maps.Also excepting therefrom that portion included with Tract No. 12563, as
shown on a map recorded in Book 579, Pages 10 to 15 inclusive, of said
Miscellaneous Maps.Also excepting therefrom the land described in the Deed to the City of
Brea recorded Marcj 29, 1996 as Instrument No. 19960153320 of the
Official Records in the Office of said County Recorder. Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
County Recorder. 10




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EXHIBIT A5 (Depiction of the Land) Exhibit A5




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(MAP)




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(MAP)




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(MAP)




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(MAP)




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MINERAL AGREEMENT EXHIBIT B REPOSITORY INSTRUCTIONS TO BUYERS GENERAL PARTNERS COUNSEL (WITHOUT ATTACHMENTS) Exhibit B
Repository Instructions




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REPOSITORY INSTRUCTIONS (Instructions) TO:
    
    Kent G. Snyder, Esq.2212 Dupont Drive, Suite BIrvine, California 92612Fax:
Phone:
    
    (949)833-8209
(949)833-9078ksnyder@winstarmail.comBuyers General Partners counsel as Repository Agent (Agent)Seller:
    
    Nuevo Energy CompanySellers Address:
    
    1021 Main StreetSuite 2100Houston, Texas 77002Attn:
Fax:
Phone:
Email:
Email:
    
    David A. Leach and George B. Nilsen
(713)374-4899
(713)374-4802
Leachd@nuevoenergy.com
Nilseng@nuevoenergy.comBuyer:
    
    BlackSand Partners, L.P.Buyers Address:
    
    320 Leyden StreetDenver, Colorado 80220Attn:
Fax:
Phone:
Email:
    
    Tim Collins
(303) 388-5117
(303) 296-9830
timdenver@aol.comSubject Property or Land:
    In the County of Orange,State of California, described as:(See legal description inthe Agreement, at Attachment 8)Date:
    
    February 28, 2003
 1


Exhibit B
Repository Instructions



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1. Purchase Price. Agent shall hold, record and disburse all documents and
disburse
all those certain funds to be held by Agent (which do not include the
Purchase Price), as
described herein. The Purchase Price for the Subject Property is as
stated in the Purchase and
Sale agreement (Agreement) between Seller and Buyer of even date
herewith and shall consist
of the following:  (a)
    
    Fifty-Nine Million Dollars ($59,000,000) in cash
to be paid by Buyer
directly to Nuevo by wire transfer by Buyer directly to
Nuevos account
referenced in Section 5.2 of the Agreement (Account).(b)
    
    A negative Adjustment Amount of Nine Hundred
Sixty-Four Thousand
Eight Hundred Twenty-Five Dollars ($964,825), on account of
the matters
described in Section 2.2.2 of the Agreement, which shall be
deducted from
the cash amount required in (a), above, so that the amount in
cash to be
paid by Buyer is $58,035,175. The Purchase Price shall be paid as described above and receipt of such
Purchase Price into the Account shall be confirmed by Agent with Seller prior
to any recordation of documents described below. Buyer shall deposit with Agent all documents and those other funds required by
the Agent, at least one (1) day before the date set for the Close. If
necessary, Buyer and Seller will execute supplemental instructions to Agent
specifying the final amounts to be deposited by Buyer pursuant to l(a) and (b)
above. 2. Close of Transaction: The Transaction shall Close not later than
February 28,
2003. 3. Other Conditions to Close: The conditions of the Section of the
Agreement
entitled Conditions to Close may be satisfied in any one or a
combination of the following
methods:  (a)
    
    Agent is entitled to rely on Sellers statement
that any such conditions
relating to Buyer have been satisfied and Buyers statement
that any such
conditions relating to Seller have been satisfied.(b)
    
    Agent is entitled to rely on Sellers and/or
Buyers statement that any of
such conditions have been waived on its part, and the other
partys consent
to such waiver is not required. The statements in (a) and (b) may be given verbally. 4. Prorations. Buyer and Seller are to make the following prorations in
writing as of
January 1, 2003, the date specified in the Agreement, not the date on
which the Grant Deed to
Buyer is recorded; and deliver such writing to Agent prior to the Close.
Prorations are to be
made on the basis of a thirty-day month. 2


Exhibit B
Repository Instructions



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Taxes. All current general and special taxes and assessments on the
Subject Property and other taxes, assessments, levies and the like,
including without limitation, Transaction taxes, if any, are to be
paid/discharged as described in Section 2.2.2 of the Agreement
based upon the latest available tax information. Any discrepancy in
the allocations required hereunder discovered after the Close shall
be adjusted fairly by Buyer and Seller. 5. Documents to be Delivered or Recorded. Buyer and Seller will deposit
with Agent the following executed documents which are to be recorded and/or
delivered at the Close immediately after receipt of the Purchase Price into
the Account, as confirmed by Agent. Any such documents which are executed by
Seller and Buyer or are an attachment to these Instructions, shall be deemed
approved by Buyer and Seller and no further approval will be required.  (a)
    
    PAPA. Buyer and Seller shall deposit with Agent
three (3) fully executed
originals of the PAPA in the form of Attachment 9. At the
Close, two
(2) copies of the PAPA shall be delivered to Seller and one
(1) copy to
Buyer.(b)
    
    Development Declaration. A condition to the
Close in the Agreement is
that Buyer shall take title subject to the Development
Declaration which is
to be the first document recorded upon the Close (prior to
the Grant Deed).
Seller shall deposit with Agent an executed and acknowledged,
original
Development Declaration, in the form of Attachment 1 and
two (2)
copies thereof. The original shall be recorded prior to the
recording of any
other documents and thereafter forwarded to Seller.
Conformed copies
shall be sent to Buyer and Seller at the Close.(c)
    
    Easement Agreement. Buyer and Seller shall
deposit with Agent three (3)
fully executed and acknowledged originals of the Easement
Agreement in
the form of Attachment 5. Upon the Close, one copy shall be
recorded
immediately after the Grant Deed and forwarded to Seller, and
two (2)
copies conformed and forwarded, one each to Buyer and Seller.(d)
    
    Grant Deed. Seller shall deposit with Agent one
(1) fully executed and
acknowledged Grant Deed in the form of Attachment 4, to be
recorded
at the Close immediately after the Reconveyance and forwarded
to Buyer,
and two (2) copies to be conformed and forwarded, one each to
Buyer and
Seller.(e)
    
    Non-Exclusive Assignment of Contract Rights.
Seller and Buyer shall
deposit with Agent three (3) fully executed copies of the
Non-Exclusive
Assignment of Contract Rights in the form of Attachment 6.
One
executed copy shall be delivered to Buyer and the remaining
copies
delivered to Seller at the Close. 3


Exhibit B
Repository Instructions



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(f)
    
    Withholding Exemption Certificate. Seller shall deliver
to Agent written
certificates evidencing that no withholding is required
pursuant to § 1445
of the Internal Revenue Code and §§ 18662 and 18668 of
California
Revenue and Taxation Code in the form appended hereto as
Attachment 7.(g)
    
    Agreement. Seller and Buyer shall deliver to
Agent one (1) fully executed
copy of the Agreement appended hereto in the form of
Attachment 8.(h)
    
    Reconveyance. Seller shall deliver to Agent one
(1), fully executed and acknowledged original Reconveyance of
Mortgage (Reconveyance) in the form of Attachment 3 to be
recorded at the Close immediately after the Substitution of
Trustee and forwarded to Buyer, and two (2) copies to be
conformed and forwarded, one (I) each to Seller and Buyer.(i)
    
    Substitution of Trustee. Seller shall deliver to
Agent one (1) fully executed and acknowledged original
Substitution of Trustee in the form of Attachment 2 to be
recorded at the Close immediately after the Development
Declaration and forwarded to Buyer, and two (2) copies to be
conformed and forwarded, one (1) each to Seller and Buyer. The documents to be recorded shall be recorded in the following order of
priority: Development Declaration, first, then Substitution of Trustee, then
Reconveyance, Grant Deed and Easement Agreement. 6. Buyers Costs. Buyer shall deposit with Agent, in addition to the
Purchase Price
specified in 1 (a) through (c) above, any other sum required hereunder and
any additional sum
required to pay the following:  (a)
    
    The cost of recording the Grant Deed and the
Easement Agreement, and
one-half (1/2) the documentary transfer tax;(b)
    
    General, special and other taxes, assessments
levies and the like covering
the Subject Property that are due and owing from Buyer as set
forth in
Paragraph 4 above;(c)
    
    Any other cost not specified herein that may be
authorized by Buyer in a
separate writing. 7. Sellers Costs: From Sellers proceeds, Agent is authorized and
instructed to
pay/withhold the following:  (a)
    
    The cost of recording the Development
Declaration, Substitution of
Trustee and Reconveyance;(b)
    
    One-half (1 /2) the documentary transfer tax; 4


Exhibit B
Repository Instructions



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(c)
    
    The cost or charge of any other item not specified
herein that may be authorized by Seller in a separate
writing. 8. Time of the Essence.  (a)
    
    Time is of the essence hereof.(b)
    
    If the Close does not occur as scheduled, all
documents deposited with
Agent which have been executed by Seller shall be returned to
Seller
whether or not such papers have been executed by Buyer as
well, and all
documents executed by Buyer alone shall be returned to Buyer. 9. Closing Statement. Prior to the Close, Agent shall provide Buyer and
Seller with
a notice in writing (Agents Notice) to deposit with Agent the cash
amounts called for in
Sections 6(a) and (c) and 7(a), (b) and (c), respectively. At the Close,
Seller and Buyer shall
provide Agent with a Closing Statement and cash necessary to comply with
Agents Notice and
Buyer shall also deposit the amounts in the Closing Statement on account
of the items referenced
in Section 6(b), which Agent shall promptly remit to the appropriate
taxing authority. 10. Notices. See Section 5.1 of the Agreement. 11. Agreement. These Instructions are entered into pursuant to the
Agreement and
shall not supersede, replace or modify the provisions of the Agreement. A
default by either party
under these Instructions shall be a default under the Agreement and a
default under the
Agreement shall be a default hereunder. Defined terms in the Agreement
shall have the same
meaning if used in these Instructions unless specifically indicated to the
contrary herein. 5


Exhibit B
Repository Instructions



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IN WITNESS WHEREOF, the parties have executed these Instructions upon the
day and year first above written. NUEVO ENERGY COMPANY, a
Delaware corporation
    
    BLACKSAND PARTNERS, L.P., a Texas
limited partnershipBy:
    
    
    
    By:
    
    BLACKSAND ENERGY, INC., aGeorge
B. Nilsen
    
    
    
    Delaware corporationTitle: Senior Vice PresidentTitle: General PartnerBy:Timothy CollinsTitle: PresidentSeller
    
    Buyer
 6


Exhibit B
Repository Instructions



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ATTACHMENTS  1     Development Declaration2     Substitution of Trustee3     Reconveyance4     Grant Deed5     Easement Agreement6     Non-Exclusive Assignment of Contract Rights7     Seller Certificate of Non-Foreign Status8     Agreement9     PAPA  By agreement of Seller and Buyer, the Attachments 1 through 9, above, are
incorporated into these Repository Instructions by this reference, and will not
be individually attached. 7


Exhibit B
Repository Instructions



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ATTACHMENT 1

Development Declaration

Exhibit B
Repository Instructions



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ATTACHMENT 2 Substitution of Trustee Exhibit B
Repository Instructions




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SUBSTITUTION OF TRUSTEE The undersigned BANK OF AMERICA, N.A.,Agent as the owner and
holder of the Note secured by Deed of Trust, dated June 30, 1999,
made by NUEVO ENERGY COMPANY, a Delaware corporation,  as Trustor,
to MARCIA BATEMANas Trustee, for the benefit of BANK OF AMERICA,
N.A., Agent, as Beneficiary(s), which Deed of Trust was recorded on
September 17, 1999, as Instrument No. 19990670880, Official Records
of the County of ORANGE, State of California, hereby substitutes
RONALD E. MCKAIG as Trustee in lieu of the Trustee therein. RONALD E. McKAIG  hereby accepts said appointment as Trustee under said Deed of
Trust. IN WITNESS WHEREOF, the owner and holder above
named BANK OF AMERICA, N.A., AGENT, has caused this
instrument to be executed, each in its respective
interest. Document Dated: February 10, 2003
    
    Dated: February 10, 2003STATE OF Texas )
    
    OWNER)s.sCOUNTY OF Harris )
    
    BANK OF AMERICA, N.A.
AGENTOn Feb 10, 2003 before me,
    
    /s/ Michael J. DillonCaria D. Murray
    
    By: Michael J. DillonIts: Managing Directora Notary Public in and for said County and State,
personally appeared Michael J. Dillon Ronald
E. McKaig, and Janet F. Clark personally known to me (or proved
to me on the basis of satisfactory evidence) to
be the person(s) whose name(s) subscribed to the
within instrument and acknowledged to me that they executed
the same in their authorized capacity(ies) and that by
their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted,
executed the instrument.
    
    SUCCESSOR TRUSTEE:/s/ Ronald E. McKaig

Ronald E. McKaigNUEVO ENERGY COMPANY, a
Delaware Corporation
/s/ Janet F. Clark
By: Janet F. ClarkIts: Chief Financial Officer
 WITNESS my hand and official seal. Signature /s/ Carla D. Murray  My Commission Expires: 2-22-04




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ATTACHMENT 3 Reconveyance Exhibit B
Repository Instructions




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PARTIAL RECONVEYANCE Bank
of America, N.A., Agent, Trustee, or Substituted Trustee,
under Deed of Trust, Assignment, Security Agreement, Fixture Filing
and Financing Statement dated June 30, 1999, EXECUTED
BY Nuevo Energy Company, a Delaware corporation, Trustor,
and recorded as Instrument No. 19990670880. On September 17, 1999,
of Official Records in the Office of the Recorder of Orange County,
California, having been requested in writing by the holder of the obligation
secured by said Deed of Trust, to reconvey a portion of the estate
granted to Trustee under said Deed of Trust, DOES HEREBY RECONVEY
TO THE PERSON OR PERSONS LEGALLY ENTITLED THERETO, WITHOUT
WARRANTY, ALL THE ESTATE, TITLE AND INTEREST acquired by Trustee
under said Deed of Trust, in and to the that portion of the
property described as follows: See Exhibit A attached hereto and made a part hereof. The remaining property described in the Deed of Trust shall
continue to be held by said Trustee under the terms thereof. As
provided in said Deed of Trust this Partial Reconveyance is made
without affecting the personal liability of any person or the
corporate liability of any corporation for the payment of the
Indebtedness mentioned as secured thereby or the unpaid portion
thereof, nor shall it affect any rights or obligations of any of
the parties to said Deed of Trust. Dated: February 10, 2003 STATE OF
Texas          )s.s
    
    BANK OF AMERICA N.A., AGENTCOUNTY OF Harris}
    
    /s/ Michael J. DillonOn Feb 10, 2003 before me,
    
    By: Michael J. DillonCarla D. Murray
    
    Its: Managing Directora Notary Public in and
for said County and State, personally
appeared Michel J. Dillon Ronald E. Mckaig
and Jinet F. Clark 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 me that they executed the
same in their authorized capacity (ies)
and that by their signature(s) on the instrument
the person(s), or the entity upon behalf
of which the person(s) acted, executed the
instrument.
    
    SUBSTITUTE TRUSTEE
/s/ Ronald E. Mckaig
Ronald E. Mckaig
NUEVO ENERGY COMPANY, a Delaware Corporation
/s/ Janet F. ClarkBy: Janet F. ClarkWITNESS my hand and official seal.
    
    Its: CFO + SVPSignature /s/ Carla D. Murray
    
    (This area for official notorial seal)




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ATTACHMENT 4 Grant Deed Exhibit BRepository Instructions




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ATTACHMENT 5 Easement Agreement Exhibit BRepository Instructions




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ATTACHMENT 6 Non-Exclusive Assignment of Contract Rights Exhibit BRepository Instructions




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ATTACHMENT 7 Seller Certificate of Non-Foreign Status Exhibit BRepository Instructions




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ATTACHMENT 8 Agreement Exhibit BRepository Instructions




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ATTACHMENT 9 PAPA Exhibit BRepository Instructions




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EXHIBIT C NON-EXCLUSIVE ASSIGNMENT OF CONTRACTS AND BILL OF SALE For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, NUEVO ENERGY COMPANY, A DELAWARE CORPORATION (Assignor), to
the fullest extent legally permissible (and only to the extent legally
permissible), hereby sells, assigns, transfers, grants, sets over and delivers
unto BLACKSAND PARTNERS, L.P., a Texas limited partnership (Assignee), all
of Assignors right, title, interest, estate, power and privilege in and to
the title, interest, estate, power and privilege in and to (i) all of
Assignors fixtures, equipment (including but not limited to gas turbines, gas
processing equipment and oil blending equipment) and personal property
associated with the Minerals and Oil Operations, expressly exclusive, however,
of any and all equipment associated with Assignors offshore oil operations;
(ii) all those certain vehicles listed in Attachment 2; and (iii) all those
certain major components of the equipment described on Attachment 3
(collectively the Personalty). Vehicle Nos. 5610-L and 5492-L are leased
vehicles and are subject to a lessor consent to assign clause for such
leases(s) and Assignor shall cooperate, at no cost to Assignor, with Assignee
in Assignees efforts to obtain such consents. THE PERSONALTY IS CONVEYED IN
AS IS, WHERE IS CONDITION, WITH ALL FAULTS AND DEFECTS, WITHOUT WARRANTY
OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT
LIMITATION, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY,
MERCHANTABILITY, SUITABILITY OR QUALITY, EXCEPT THOSE EXPRESSLY SET FORTH IN
THE CERTAIN PURCHASE AND SALE
AGREEMENT BETWEEN ASSIGNOR AND ASSIGNEE
DATED              , 2003
(the Agreement) FOR CERTAIN PROPERTY INTERESTS, AND SUBJECT TO THE PERMITTED
EXCEPTIONS DESCRIBED IN THE AGREEMENT. Capitalized terms used herein shall have the meaning given in the Agreement,
unless otherwise defined herein. Assignee warrants, represents and
acknowledges it is hereby acquiring the Personalty and Contracts based solely
upon Assignees own independent investigations and inspections of the
Personalty and not in reliance on any information provided by Assignor or
Assignors agents or contractors. Assignee further expressly acknowledges (1)
that the Agreement specifically reserves to Assignor and excludes from the
definition of Land and Property all surface rights; and (2) that the term
Property Interests, as used herein and in the Agreement, is limited to oil,
gas and other minerals from the real property, as more particularly set forth
in the Agreement. 2. Assignor hereby assigns non-exclusively to Assignee all of Assignors
rights, title and interest to those contracts and agreements listed in
Attachment 1 insofar and only insofar as they relate to the Property Interests
and Oil Operations, (collectively Contracts or Contract Rights); which to
the best of Assignors knowledge include all of the remaining Contract Rights
pertaining to the Property Interests and Oil Operations, which were not
otherwise exclusively assigned in the Grant Deed. Assignee expressly
acknowledges that this section shall not assign any Contract Rights which
pertain to surface interests in the Land. The non-exclusive Contract Rights
assigned by this section and this Assignment specifically pertain 1




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to only non-surface (mineral) rights of the Land, as more particularly set
forth in the Agreement, and are expressly assigned on a non-exclusive basis to
Assignee. 3. Assignee hereby expressly assumes and agrees to perform all of
Assignors obligations under the Contracts arising from and after the date
hereof, and shall defend, indemnify and hold harmless Assignor from any claim, cause of
action, liability, demand, expense or cost (including reasonable attorneys fees) relating to
the Contracts arising from and after the date hereof. Assignor shall defend, indemnify and hold
harmless Assignee from any claim, cause of action, liability, demand, expense or cost
(including reasonable attorneys fees) relating to the Contracts arising prior to the date
hereof. 4. This Non-Exclusive Assignment of Contracts and Bill of Sale shall bind
and inure to the benefit of the parties hereto and their respective
successors, legal representatives and assigns. 5. This Non-Exclusive Assignment of Contracts and Bill of Sale may be
executed in counterparts with the same force and effect as if the parties
hereto had executed one instrument and each such counterpart shall constitute an original hereof. Executed this

day of  , 2003. ASSIGNOR
    
    NUEVO ENERGY COMPANY, a Delaware
corporationBy:Name:
    
    George B. NilsenTitle:
    
    Senior Vice PresidentASSIGNEE
    
    BLACKSAND PARTNERS, L.P., a Texas limited
partnershipBy:
    
    BLACKSAND ENERGY, INC., a Delaware
corporationTitle:
    
    General PartnerBy:Timothy CollinsTitle:
    
    President
 2




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ATTACHMENT 1 Non-Exclusive Rights-of-Way, Contracts and License Agreements DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s57534
    
    ASSIGN BILL
    
    5/12/71
    
    5/13/75
    
    Waste Water
    
    
    119
    
    
    
    504OF SALE
    
    
    
    11410/1929 OR
    
    Disposal Company57862.2
    
    Easement Agree.
    
    
    
    8/7/89
    
    Kraemer Imperial
    
    
    130
    
    
    
    50760/368 OR
    
    Associates toUNOCAL65186
    
    ROW
    
    10/14/92
    
    12/18/1996 Doc.
    
    UNOCAL to
    
    
    A
    
    
    
    506No. 19960637286
    
    NUEVO
 (1) Agreement between adjacent Landowners dated effective as of October
9, 2001 by and between Nuevo and Brea Walden, LLC. (2) Asset Purchase Agreement dated February 16, 1996 by and among
Union Oil Company of California, Union California Pipeline Company and Nuevo
Energy Company, to the extent previously described in the Agreement at Section 5.32. (3) Acquisition and Settlement Agreement entered into as of July 23,
2002, by and between Union Oil Company of California and Nuevo, together with all
subsequent agreements required thereunder, insofar as such Acquisition and Settlement
Agreement pertains to the Property Interests. (4) Acquisition Agreement entered into July 29, 2002, by and between
Union Oil Company of California and Nuevo, together with all subsequent agreements
required thereunder, insofar as such Acquisition Agreement pertains to the Property
Interests. (5) That certain Corridor Easement described in Item C and that
certain Street Easement described in Item D in that certain Grant Deed dated October
3, 2001 by and between Nuevo and Brea Walden, LLC, recorded October 9, 2001 as Instrument No.
20010710856 in the Official Records of Orange County, California. Attachment 1 to Exhibit C




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(6) Waste Water Line Agreements: WasteWaterCo.File
    
    
    
    DocumentDated
    
    Recorded
    
    No.
    
    Book/Page
    
    Number
    
    Doc. Type
    
    Grantor5/1/1974
    
    11/5/1974
    
    
    
    11280/1845
    
    
    3078
    
    
    Assign &
    
    WasteBill of Sale
    
    WaterDisposalCompany10/1/1995
    
    4/10/1996
    
    
    
    
    
    Recorder No.
    
    Deed & Bill
    
    Unocal19960175928
    
    
    of Sale andAssign.11/2/1955
    
    3/8/1956
    
    U-11
    
    3430/504
    
    Unocal File No.
    
    ROW
    
    Unocal61987.3-Recorder No.351654/25/1956
    
    5/1/1956
    
    
    
    3493/528
    
    Unocal File No.
    
    Q.C. Deed
    
    Waste61987.47
    
    
    
    
    WaterDisposalCompany10/15/1996
    
    
    
    
    
    
    
    Unocal File No.
    
    ROW
    
    Unocal651868/7/1989
    
    8/17/1989
    
    
    
    
    
    Recorder No.
    
    Easement
    
    Kraemer89-437991-
    
    
    Agreement
    
    ImperialUnocal File No.
    
    
    
    Associates56862.24/2/1971
    

No
    
    U-13
    
    
    
    Unocal File No.
    
    ROW
    
    Unocal68869.35/10/1928
    

No
    
    U-14
    
    
    
    
    
    
    
    ROW
    
    West Coast
Oil Co.8/1/1978
    
    
    
    
    
    
    
    Unocal File No.
    
    ROW
    
    E.H.57635 -ROW
    
    
    
    AssociatesGreen Map No.633
 Attachment 1 to Exhibit
C




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ATTACHMENT 2 List Of Vehicles Brea Olinda Vehicle List Vehicle
    
    Type
    
    Description
    
    Location#9752
    
    VEHICLE, TRUCK
    
    5S60159 1998 FORD F-250 - VIN# 3FTHF25H7VMA46893
    
    BREA9742
    
    VEHICLE, TRUCK
    
    5R29453 1997 FORD F-250 VIN. #3FTHF25H6VMA57948
    
    BREA9886
    
    VEHICLE, TRUCK
    
    5U24281 1998 FORD F-250
    
    BREAVIN. #1 FTNF20LOXEA776059883
    
    VEHICLE, TRUCK
    
    5U24284 1998 FORD F-250 VIN. #1FTNF20L1XEA51076
    
    BREA9887
    
    VEHICLE, TRUCK
    
    5U24285 1998 FORD F-250
    
    BREAVIN. #1 FTNF20L2XEA776069706
    
    VEHICLE, TRUCK
    
    5N21488 1997 FORD F-250 VIN# 1FTHF25H7VEB69339
    
    BREA9881
    
    VEHICLE, TRUCK
    
    5U24283 1998 FORD F-250 VIN# 1FTNF20L8XEA51074
    
    BREA9882
    
    VEHICLE, TRUCK
    
    5U24288 1998 FORD F-250 - VIN# 1FTNF20LXXEA51075
    
    BREA9884
    
    VEHICLE, TRUCK
    
    5V08517 1998 FORD F-250 VIN# 1FTNF20L3XEA51077
    
    BREA2511
    
    VEHICLE, STINGER CRN
    
    4K89100 1992 FORD F-700G - VIN# 1FDNF70JONVA10264
    
    BREA0287
    
    VEHICLE, AUTO
    
    5A11881 1994 CHEVY 1500 VIN lGCEC19HXRE313794
    
    BREA SPARE1667
    
    VEHICLE, TRUCK
    
    3V56249 1989 CHEV C-30 - VIN# 1GBHR34K3KF300237
    
    BREA, GREASE
TRUCK6095
    
    VEHICLE, TRUCK
    
    2D45638 1983 CHEVY C-30 - VIN# lGBGC34M7DJ155878
    
    BREA, SPARE9746
    
    VEHICLE, TRUCK
    
    5P79474 1998 FORD F-I50 - VIN# lFTZX1767WNA14640
    
    BREA, SPARE5610-L
    
    VEHICLE, MECH 1 TON
    
    2002 SILVERADO 3500 2WD, MONTHLY PAYMENT $770.23,
    
    BREADURAMAX DIESEL 6600 V8 ENGINE, SUMMIT WHITE,GRAPHITE CLOTH, ALLISON 5 SPD AUTOMATIC TRANS,
 Attachment 2 to Exhibit C




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UNLADEN WEIGHT 08360, VEH TYPE Y31, BODY TYPE UT, FEE$587- LIC# 6W00293 - VIN# 1 GBJC34122F1156105492-L
    
    VEHICLE, MECH 1 TON
    
    2002 SILVERADO 3500 2WD, MONTHLY PAYMENT $844.83,
    
    BREADURAMAX DIESEL 6600 V8 ENGINE, SUMMIT WHITE,GRAPHITE CLOTH, ALLISON 5 SPD AUTOMATIC TRANS,UNLADEN/G/GW 15000, FEE $611, BODY TYPE UT, VEH CLASSLH - LIC.# 6U70209 - VIN# 1 GBJC34102F115492
 Attachment 2 to Exhibit C




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ATTACHMENT 3 List of Major Components BREA - MajorComponents Tonner Tank Farm1
    
    
    3000 bbl tank3
    
    
    2000 bbl tanks1
    
    
    100 bbl tank1
    
    
    Lact1
    
    
    VRUVarious test vessels, pumps and headersEast Naranjal Tank Farm1
    
    
    5000 bbl tank2
    
    
    2000 bbl tanks5
    
    
    1000 bbl tanks1
    
    
    Lact1
    
    
    VRUVarious test vessels, pumps and headersWest Naranjal Tank Farm1
    
    
    3000 bbl tank3
    
    
    1000 bbl tank1
    
    
    Lact1
    
    
    VRUVarious test vessels, pumps and headersStearns Gas Plant1
    
    
    Gas Dehydration equipment1 high-pressure vessel and related pumps1
    
    
    De-propanizer plant3 high-pressure vessels and related pumps1
    
    
    1500 bbl propane storage tank and loading rackStearns Plant Compressor1
    
    
    1000 hp compressorC-300 CompressorStationC-150 CompressorStationField VacuumCompressorWest NaranjalCompressorTurbines2 Solar Turbines1
    
    
    Aqueous Ammonia PlantWater Injection System
 Attachment 3 to Exhibit C




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4
    
    
    High-pressure injection pump
skids Various filters and
meters
 PipelinesBrea Olinda to
    
    East Coyote Gas
    
    4"
    
    Gas
    
    
    4.0
    
    
    In service.Brea Olinda to
    
    Richfield Gas
    
    4"
    
    Gas
    
    
    3.8
    
    
    In service.Brea Olinda to
    
    Sansinena Gas
    
    1"
    
    Gas
    
    
    1.1
    
    
    In service.
 Attachment 3 to Exhibit C




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MINERAL GRANT DEED  I.
    
    FOR VALUABLE CONSIDERATION, receipt of which this hereby
acknowledged, NUEVO ENERGY COMPANY, a Delaware corporation Nuevo
or Grantor), hereby grants to BLACKSAND PARTNERS, L.P, a
Texas
limited partnership (BlackSand or Grantee), subject to the
conditions (ILLEGIBLE) contained, the following described real
property situated in the County of Orange, State of California
(Property):  A.
    
    ATTACHMENT 1 (Property Minerals):Any and all oil, oil rights, minerals, mineral rights,
natural gas rights and other hydrocarbons by whatsoever name
known, geothermal steam and all products derived from any
of the foregoing (here in after collectively referred to as, the
Minerals) described in Attachment Nos 1 (Property Minerals),
attached hereto and incorporated herein by this reference;
together with the perpetual right, as limited herein, of
drilling, exploring: and operating thereof and storing in and
removing the same;  EXCEPTING AND RESERVING UNTO (ILLEGIBLE) its successors and
assigns, the Minerals lying from the surface to five hundred feet
(500') below the surface of the Property Minerals and
Grantee shall have no rights to drill for, explore,
operate, store or remove the Minerals from said reserved
interval. Provided, however, Grantee shall have the right of
subsurface entry through said interval to explore, operate,
store or remove the Minerals lying below five hundred feet (500')
from the surface of the Property Minerals;




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EXHIBIT D MINERAL GRANT DEED Documentary Transfer Tax is set forth in a separate statement that is not
part of the public record.  I.
    
    FOR VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, NUEVO ENERGY COMPANY, a Delaware corporation (Nuevo
or Grantor), hereby grants to BLACKSAND PARTNERS, L.P, a Texas
limited partnership (BlackSand or Grantee), subject to the
conditions herein contained, the following described real property
situated in the County of Orange, State of California (Property):  A.
    
    ATTACHMENT 1 (Property Minerals):Any and all oil, oil rights, minerals, mineral rights,
natural gas rights and other hydrocarbons by whatsoever name
known, geothermal steam and all products derived from any of
the foregoing (hereinafter collectively referred to as, the
Minerals) described in Attachment No. 1 (Property
Minerals), attached hereto and incorporated herein by this
reference; together with the perpetual right, as limited
herein, of drilling, exploring and operating thereof and
storing in and removing the same;  EXCEPTING AND RESERVING UNTO GRANTOR, its successors and
assigns, the Minerals lying from the surface to five hundred
feet (500') below the surface of the Property Minerals and
Grantee shall have no rights to drill for, explore, operate,
store or remove the Minerals from said reserved interval.
Provided, however, Grantee shall have the right of
subsurface entry




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through said interval to explore, operate, store or remove the Minerals
lying below five hundred feet (500') from the surface of the Property
Minerals;  SUBJECT TO those certain conditions and restrictions for surface use set
forth in the Environmental Impact Report No. 518, SCH No. 2001031137 for
the Tonner Hills Planned Community, dated April 2002, approved by the
Board of Supervisors for Orange County, California as the lead agency on
November 19, 2002; Planned Community ZC-01; Development Agreement
2001-01; Tonner Hills Area Plan; and that certain Biological Opinion
dated December 30, 2002, as used by the U.S. Army Corps of Engineers in
its Section 404 Permit. The foregoing documents, inclusive of any
amendments thereto, are collectively referred to herein as the
Project; and subject to that certain oil and gas lease titled
Indenture dated February 26, 1901, as amended, by and between Union
Oil Company of California and Columbia Oil Producing Company;IT IS FURTHER PROVIDED, THAT Grantee shall limit its operations within
Planning Areas Number 1 through 8 (as the same is defined and described
in the Project) to be in accordance with the Project and the provisions
of that certain Payment and Performance Agreement of even date herewith
by and between Grantor and Grantee. In said Payment and Performance
Agreement, Grantees producing operations in the aforedescribed Planning
Areas shall be limited to the following existing wells, to wit: East
Naranjal Wells Numbered 26, 46, 79, 89, 90, 147, 148, 150, 151, 153, 221,
232, 285, 288, 292, 294, 217 RD2, 247, 87, 180, 211, 230, 259, 276, 281
and 293.B.
    
    ATTACHMENT 2 (Adjacent Minerals):All Minerals described in Attachment No. 2 (Adjacent Minerals),
attached hereto and incorporated herein by this reference;EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate on the surface or through the upper five hundred feet
(500') of
the subsurface of the property described on Attachment 2;SUBJECT TO, the provisions and conditions set forth on that certain
Grant Deed dated October 3, 2001 by and between Grantor and Brea
Walden, LLC, recorded on October 9, 2001 as Instrument No. 20010710856
in the Official Records of Orange County, California.C.
    
    ATTACHMENT 3 (District Minerals):All Minerals described in Attachment No. 3 (District Minerals),
attached hereto and incorporated herein by this reference; 2.




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EXCEPTING THEREFROM, the right to drill, mine, store, explore or operate
through the surface or the upper 500 feet of the subsurface of the
property described in Attachment 3;SUBJECT TO, the provisions and conditions set forth in that certain
Gift Deed dated January 30, 2003, by and between Grantor and
Brea-Olinda Unified School District and recorded on February 25, 2003,
as Instrument No. 2003000207265 in the Official Records of Orange
County, California.D.
    
    ATTACHMENT 4 (Other Minerals):All Minerals lying below the surface of the real property described in
Attachment No. 4 (Other Minerals), attached hereto and incorporated
herein by this reference.E.
    
    ATTACHMENT 5 (Rights of Way):All the rights, title and interest to those certain contract and other
rights described in Attachment 5 (Rights-of-Way) attached hereto and
incorporated herein by this reference.  For purposes of this Section I, the term Minerals shall include the
perpetual right of drilling, mining, exploring and operating therefor and
producing, storing in, injecting water, gases and/or other substances (for
secondary and/or tertiary recovery operations) into, or to use other
techniques, whether now known or unknown, and removing, taking, treating and
selling the same from said Property or any other land, and including the right
to whipstock or directionally drill and mine from lands other than the
Property, oil or gas wells, mines, tunnels and shafts into, through or across
the subsurface of the Property, and to bottom such whipstocked or
directionally drilled wells, mines, tunnels and shafts under and beneath or
beyond the exterior limits thereof, and to relocate, replace, redrill,
retunnel, work, rework, complete, recomplete, equip, maintain, repair, remove,
change the size of, increase the number of, deepen and operate any such wells
or mines; andAny and all water, water rights or interests therein appurtenant or relating
to the Property or owned or used by Grantor in connection with or with respect
to the Property (no matter how acquired by Grantor), whether such water rights
shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Property or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor. 3.




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II.
    
    Grantees Obligations: Grantee and its successors and assigns shall, as
of the Closing Date, assume and be responsible for and comply with, all the duties and obligations,
including without limitation, all those indemnities, provided for and set forth in that
certain Declaration of Development Covenants, Conditions and Restrictions of even
date herewith and recorded on such date immediately prior to this Mineral Grant
Deed. Closing Date shall mean that date first set forth below next to Grantors
signature.III.
    
    THIS CONVEYANCE IS SUBJECT TO:  A.
    
    General and special real property taxes and assessments and
supplemental taxes and assessments, if any, which are not delinquent, including
those assessed as a result of this conveyance.B.
    
    That certain Declaration of Development Covenants, Conditions
and Restrictions of even date herewith and recorded on such date
immediately prior to this Mineral Grant Deed.C.
    
    AH other covenants, conditions, restrictions, encumbrances,
limitations (including limitations on Grantees surface use above the
Property), reservations, charges, rights, rights-of-way, equitable
servitudes, dedications, offers of dedication, easements, obligations, requirements, leases
and other matters of record or apparent, including those contained in that
certain Easement Agreement of even date herewith between Grantor and
Grantee containing all the rights granted and limitations imposed,
respectively, upon Grantees use of the surface of the land above the Property for
its operations.D.
    
    All easements, licenses, rights and rights-of-way regarding
the Property herein conveyed and all contracts and other documents/materials
relating thereto (Third Party Easements, Contracts and License
Agreements), described in Attachment No. 6. attached hereto and incorporated
herein by reference, whether or not any of such Third Party Easements,
Contracts and License Agreements are a matter of record.E.
    
    All the terms, conditions and covenants provided herein shall
run with the Property and shall be forever binding upon Grantees successors and assigns
hereto.  IV.
    
    THERE IS HEREBY EXCEPTED FROM THIS CONVEYANCE AND
RESERVED UNTO GRANTOR those certain rights, credits, benefits and assets
(Excluded Assets) described in Attachment No. 7, attached hereto and
incorporated herein by reference. 4.




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IN WITNESS WHEREOF, Grantor has executed this Mineral Grant Deed as of the
1st day of January, 2003 (the Effective Date). Dated: February 28, 2003
    
    NUEVO ENERGY COMPANY, a DelawarecorporationBy:George B. NilsenTitle: Senior Vice PresidentGRANTOR
 ACCEPTANCE: Grantee hereby accepts this Mineral Grant Deed on, and agrees to,
the terms and conditions herein stated. Dated: February  ,2003
    
    BLACKSAND PARTNERS, L.P., a Texas limitedpartnershipBy:
    
    BLACKSAND ENERGY, INC., a DelawarecorporationTitle:
    
    General PartnerBy:Timothy CollinsTitle: PresidentGRANTEE
 5.




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##### Table of Contents



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. Signature
 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. Signature
 6.




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##### Table of Contents



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. Signature
 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. Signature
 7.




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##### Table of Contents



ATTACHMENT NO. 1
TO
MINERAL GRANT DEED LEGAL DESCRIPTION OF PROPERTY MINERALS Executable Grant Deed




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##### Table of Contents



ATTACHMENT 1 THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67
CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1°
45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH
1° 45' WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS;
THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30 EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5




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##### Table of Contents



1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OP DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65°
23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A
2" X 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH
85° 48' 16"
WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4°
11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85°
48' 16" EAST 380.00
FEET TO A 2" X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5




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##### Table of Contents



ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION. SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 10°42'00" EAST 141.00 FEETTHENCE NORTH 15°02'00" EAST 103.00 FEETTHENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5




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THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL HAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS 
N10°33'18"E 381.48" ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH
10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48' ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243 SOUTH
60°42'49" EAST
43.00 FEET TOTHE TRUE POINT OF BEGINNING;THENCE NORTH 10°42'00" EAST 141.00 FEETTHENCE NORTH 15°02'00" EAST 103.00 FEETTHENCE NORTH 26°29'00" EAST 105.00 FEETTHENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLYBOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT
ALSO BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS 
N10°33'18"E
381.48' THENCE SOUTHERLY ALONG SAID COURSE SOUTH
10°33'18" WEST 381.48
FEET TOTHE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:  BEGINNINGAT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5




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THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OFBEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9°
48' 11"
WEST 529.60 FEET TO A 2 X 2 STAKE AND THE TRUE POINT OFBEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48 16 WEST, 380.00 FEET TO A 2 X 2
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2 X 2 STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2 X 2 STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2 X 2 STAKE ANDTHE TRUE POINT
OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT
 A1 SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (stamp)
    
    PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:(SIGNATURE)KATHLEEN SUSAN TETREAULT P.L.S.7297MY LICENSE EXPIRES 12/31/2004January 31, 2003JN: 13207.00
 Page 5 of 5




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ATTACHMENT NO.2
TO
MINERAL GRANT DEED LEGAL DESCRIPTION OF ADJACENT MINERALS Executable Grant Deed




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ATTACHMENT 2 Description of Adjacent Interests All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (Walden Deed) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Schedule 1 to Attachment 2. Attachment 2




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SCHEDULE 1 TO ATTACHMENT 2 Schedule 1 to Attachment 2




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RECORDING REQUESTED BY: Brea Walden, LLC c/o Hover Development
Company, Inc. 3501 Jamboree
Boulevard. Suite 200 Newport
Beach, California 92660 Attn:
Tom Hover WHEN RECORDED MAIL TO: Brea Walden, LLC
c/o Hover Development
Company, Inc. 3501 Jamboree
Boulevard, Suite 200 Newport
Beach, California 92660 Attn:
Tom Hover MAIL TAX STATEMENTS TO ADDRESS ABOVE
 GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged.
NUEVO ENERGY COMPANY, a Delaware corporation (Grantor), hereby grants to BREA
WALDEN, LLC. a California limited liability company (Grantee), the
following described real property (Land or Property) in the County
of Orange, State of California: See
Attachment No. 1 which is incorporated herein by this reference. EXCEPTING
AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the
same, as follows: A.     All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever
name known, geothermal steam and all products derived from any of the
foregoing, that may be within or under the Land, together with the
perpetual right of drilling, mining, exploring and operating therefor and
producing, storing in, injecting water, gases and/or other substances (for
secondary and/or tertiary recovery operations) into, or to use other
techniques, whether now known or unknown, and removing, taking, treating
and selling the same from said Land or any other land (including the
Adjacent Parcel, as shown on Attachment 2), and including the right to
whipstock or directionally drill and mine from lands other than the Land
(including the Adjacent Parcel, as shown on Attachment 2), oil or gas
wells, mines, tunnels and shafts into, through or across the subsurface of
the Land, and to bottom such whipstocked or directionally drilled wells,
mines, tunnels and shafts under and beneath or beyond the exterior limits
thereof, and to relocate, replace, redrill, retunnel, work, rework,
complete, recomplete. equip, maintain, repair, remove, change the size
of, increase the number of, deepen and operate any such wells or mines;
but, except as set forth in C, D and E below, without the Executable Grant Deed 1




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right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land. B.     Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with
respect to the Land (no matter how acquired by Grantor), whether such water
rights shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory, contractual or otherwise derived,
together with the right and power to explore, drill, redrill, remove and store
the same from or in the Land or to divert or otherwise utilize such water,
rights or interests on any other property owned or leased by Grantor; but
without, however any right to enter upon the surface of the Land in the
exercise of such rights. C.     An exclusive, subsurface easement and nonexclusive surface easement
(Corridor Easement) on, over and under the Land for ingress, egress and
access to and from, and the construction, installation, maintenance,
replacement, repair, removal, reconstruction and other uses (collectively,
uses) of (a) electric, gas, telephone, water, sewer, drainage, and all other
wet and dry utilities, (b) cable television and other telecommunications and/or
data transmission lines and facilities, and (c) pipelines and other uses and
facilities in connection with its operating/non-operating oil and gas wells
and mines and other development of the adjacent parcel (Adjacent Parcel) as a
master-planned community (the location of the Corridor Easement and a
description of the Adjacent Parcel are shown on Attachment 2); provided that
the construction and installation of such facilities shall not unreasonably
interfere with Grantees development of the Land, and after Mass Grading
thereof has been completed, Grantor shall repair any damage to the surface of
the Land caused by its activity thereon; and provided further that Grantee
shall construct and maintain landscaping on and over the surface of the
Corridor Easement compatible with its development of the Land and Grantors
development of the Adjacent Parcel. D.     A non-exclusive easement (Street Easement) on, over and under
the streets on the Land for ingress, egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable television
and other telecommunications and/or data transmission lines and facilities,
and (c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a master-planned community (the location of the Street
Easement is shown on Attachment 2); provided that the use of such facilities
shall not unreasonably interfere with Grantees development of the Land, and
after Mass Grading thereof has been completed, Grantor shall repair any damage
to the Streets and surface of the Land caused by its activity thereon. E.     A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment 3, as well as the
right to connect to and discharge and drain through, any water, sewer and
other facilities constructed by Grantee on, over and under the Land. Executable Grant Deed 2




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All
defined terms in the Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of
any other Development Document. SUBJECT TO: 1.     General and special real property taxes and assessments and
supplemental assessments, if any, which are not delinquent. 2.     That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith. 3.     That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not. 4.     All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other matters
of record or apparent. IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written. Dated: October 3,2001
    
    NUEVO ENERGY COMPANY, a Delaware corporationBy :
    
    /s/ Mike DardenMIKE DARDENTitle :
    
    VICE PRESIDENTBy :
    
    /s/ David A. LeachDAVID A. LEACHTitle :
    
    ASST. SECRETARYGrantor
 Executable Grant Deed 3




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ACCEPTANCE:
Grantee hereby accepts this Grant Deed on the terms and conditions
herein stated. Dated: October 3, 2001
    
    BREA WALDEN, LLC, a California limited liability companyBy:
    
    HOVER DEVELOPMENT COMPANY, INC.,
a California corporation, its sole managing
memberBy :
    
    /s/ Tom HoverTom Hover, PresidentBy :Its:Grantor
 Executable Grant Deed 4




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State of Texas
    
    
    ))County of Harris
    
    
    )
 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. Signature
 State of Texas
    
    
    ))County of Harris
    
    
    )
 On
October 4, 2001 before me, Judy Vidrine,
personally appeared Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s)
are subscribed to the within instrument and acknowledged to me that they
executed the same in 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. Signature
    
    /s/ Judy Vidrine
 5




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State of California
    
    
    ))County of Orange
    
    
    )


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.

Signature


State of California
    
    
    ))County of Orange
    
    
    )


On
October 4, 2001 before me, Donna Fritz, personally appeared [ILLEGIBLE], personally known
to me to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his authorized capacity, and that
by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature
    
    /s/ Donna Fritz


Executable Grant Deed

6



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ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION OF LAND




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##### Table of Contents



Preliminary Report
    
    OR-2126186TITLE OFFICER- RONALD I. GOMEZ
 DESCRIPTION THIS LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,
COUNTRY OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS: PARCEL 2 AS SHOWN ON EXHIBIT B OF LOT LINE ADJUSTMENT
LL-2000-054-RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229
IN THE OFFICIAL RECORDS OF ORANGE COUNTRY, CALIFORNIA.




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(MAP) First American Title Insurance Company




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##### Table of Contents



ATTACHMENT NO. 2
TO GRANT DEED CORRIDOR EASEMENT STREET EASEMENT ADJACENT PARCEL




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##### Table of Contents



CORRIDOR EASEMENT (Metes and Bounds Description Of
Easement Area)




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(MAP)




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##### Table of Contents



ATTACHMENT 2
TENTATIVE TRACT NO. 16047
LOTS A & F THOSE
PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND
ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS. IN
THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A (TENTATIVE TRACT NO. 16047 LOT F) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7; THENCE
ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
0010°32 WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF BREA
ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED JUNE 28,
1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF SAID
COUNTY RECORDER; THENCE
ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH
89°5353W 466.40
FEET TO THE POINT OF BEGINNING; THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID
POINT BEARS NORTH OO°50 30 WEST, SAID POINT BEING ON THE RIGHT-OF-WAY OF
PROPOSED STREET A; THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A
CENTRAL ANGLE OF 33°5532; THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE; THENCE
ALONG SAID NORTHERLY LINE SOUTH 89°5353 EAST 25.00 FEET TO THE POINT
OF BEGINNING. PARCEL B (TENTATIVE TRACT NO. 16047 LOT A ) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7; THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°1032 WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE CITY OF
BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45 RECORDED Page 1 of 2




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##### Table of Contents



JUNE
28, 1977. IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER; THENCE
ALONG SAID NORTHERLY LINE OF SAID ANNEXATION NORTH
89°5353W 723.50
FEET TO THE POINT OF BEGINNING; THENCE
SOUTH 07°5005 EAST 87.46 FEET TO A POINT ON THE
RIGHT-OF-WAY OF PROPOSED STREET A; THENCE ALONG SAID RIGHT-OF-WAY SOUTH
81°5101 WEST 25.00 FEET; THENCE NORTH
075O05 WEST 91.09 FEET TO SAID
NORTHERLY LINE; THENCE
ALONG SAID NORTHERLY LINE SOUTH 89°5353 EAST 25.24 FEET TO THE POINT
OF BEGINNING. ALSO AS SHOWN ON EXHIBIT B, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF. THIS
DESCRIPTION HAS BEEN PREPARED FORLAND OWNER AGREEMENT PURPOSES AND
MAY NOT BE USED
FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS PROVIDED FOR IN
LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT. A DIVISION OF THE GOVERNMENT
CODE OF THE STATE OF CALIFORNIA SUBJECT
TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS
AND RIGHTS-OF-WAY OF RECORD, IF ANY.




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##### Table of Contents



STREET EASEMENT (Current depiction of Streets,
to be automatically replaced
by the recorded version
of TTM 16047, showing
the final alignment
and location thereof and
connection points to the
Corridor Easement)
    Table of Contents  (STREET EASEMENT MAP)     Table of Contents  (STREET EASEMENT MAP)
    Table of Contents  (STREET EASEMENT MAP)
    Table of Contents  ATTACHMENT NO. 3 TO MINERAL GRANT DEED LEGAL DESCRIPTION OF DISTRICT MINERALS Executable Grant Deed
    Table of Contents  ATTACHMENT   3 THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS  N 10°3318E 381.48 * ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°4249 EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE
NORTH 10°4200 EAST 141.00 FEET
THENCE NORTH 15°0200 EAST 103.00 FEET
THENCE NORTH 26°2900 EAST 105.00 FEET
THENCE NORTH 46°2607 WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS  N10°3318E
381.48 ;
THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING. CONTAINING 0.425 ACRES, MORE OR LESS. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. PREPARED BY: THE KEITH COMPANIES UNDER THE DIRECTION OF:-s- Kathleen susanKATHLEEN SUSAN TETREAULT P.L. S. 7297(LICENSED LAND SURVEYOR STAMP)MY LICENSE EXPIRES 12/31/2004November 04, 2002JN: 13207.00.034
    Table of Contents  (MAP)
    Table of Contents  ATTACHMENT NO. 4
TO
MINERAL GRANT DEED LEGAL DESCRIPTION OF OTHER MINERALS Executable Grant Deed
    Table of Contents  ATTACHMENT 4 Property Name:
    
    BREA RESIDENTIAL LOTS MINERAL FEENuevo Property#:
    
    CA12096
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds. Property Name:
    
    HOLE MINERAL FEENuevo Property#:
    
    CA12451
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M. All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M. Property Name:
    
    SIEVERS (J.) MINERAL FEENuevo Property #:
    
    CA12097
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds. 1
    Table of Contents  Property Name:
    
    TOWNSEND & DAMON MINERAL FEENuevo Property #:
    
    CA12445
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California hi that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 .of Deeds. Property Name:
    
    NARANJAL MINERAL FEE A & BNuevo Property #:
    
    CA12453
 All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 3/24/10 from Stearns Ranchos Company,
as Grantor, to Union Oil Company of California, as Grantee, recorded 4/22/21 in
Book 385 at Page 394 of Deeds Orange County and recorded on 5/25/21 in Book
211, Page 268 Official Records Los Angeles County; EXCEPTING THEREFROM that
portion described as follows:  That portion of the Northerly one-half of Section 2, Township 3 South,
Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in the
unincorporated territory of the County of Orange, State of California,
as shown on the Map recorded in Book 51, Page 7 of Miscellaneous Maps in
the Office of the County Recorded, described as follows:Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of said
county recorder; thence along the Easterly line of said Tract No. 12743,
North 1°31'03" West 1099.63 feet to the Northeasterly corner of said
Tract No. 12743, said comer also being the beginning of a non-tangent
curve, concave Northeasterly having a radius of 795.00 feet, a radial
line to said point bears South 4°39'12" East; thence Northwesterly 484.67
feet along said curve and the Northerly line of said Tract No. 12743,
through a central angle of 34°55'49"; thence North 59°43'23" West 104.97
feet along said Northerly line to an angle point in said Northeasterly
line, said angle point being the beginning of a non-tangent curve,
concave Southeasterly having a radius of 1450.00 feet, a radial line to
said point bears North 59°31'24" West; thence Northeasterly 54.73 feet
along said Northeasterly line through a central angle of 2°09'15"; thence
along said Northeasterly line North 57°22'09" West 50.00 feet to the most
Northerly corner of said Tract No. 12743, said corner also the beginning of
a non-tangent curve, concave Southeasterly having a radius of 1500.00
feet, a radial line to said point bears North 57°22'09" West; thence
leaving said Northeasterly 2
    Table of Contents  line and following along the Easterly line of future Tract No. 13728, the
following courses:Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South
42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan
Cajon de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book
119, Pages 33 and 34 in the Office of the County Recorder; thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29,1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said deed;
thence South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning.All oil, gas, and other hydrocarbon substances and minerals
 on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns
Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at Page
363 Official Records; EXCEPTING THEREFROM that portion described as follows:That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows:Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1°31'03" West 1099.63 feet to the Northeasterly corner of said Tract No.
12743, said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point
bears South 4°39'12" East; thence Northwesterly 484.67 feet along said curve
and the Northerly line of said Tract No. 12743, through a central angle of
34°55'49"; thence North 59°43'23" West 104.97 feet along said Northerly line
to an angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1450.00 feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central angle
of 2°09'15"; thence along said Northeasterly line North 57°22'09" West 50.00
feet to the most Northerly corner of said
Tract No. 12743, said corner also the beginning of a non-tangent curve,
concave Southeasterly having a radius of 1500.00 feet, a radial line to said
point bears North 57°22'09" West; thence leaving said Northeasterly 3
    Table of Contents  line and following along the Easterly line of future Tract No. 13728, the
following courses:Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and
North 13°00'22" East 215.00 feet to the Northerly line of said Rancho San
Juan Cajon de Santa Ana as shown on Record of Survey No. 88-1035, filed in
Book 119, Pages 33 and 34 in the Office of the County Recorder; thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said
deed; thence South 88°31'06" West 961.07 feet along the Northerly line of the
South one-half of said Section 2 to the Point of Beginning.EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3, 2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows:Parcel 2 as shown, on Exhibit B of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California.Also EXCEPTING THEREFROM the land described as follows:Being a portion of the Southwest one-quarter of fractional Section 8,
Township 3 South, Range 9 West, lying West of the Easterly boundary of the
Rancho San Juan Cajon de Santa Ana, in the County of Orange, State of
California as shown on map recorded in Book 51, Page 7 of the Miscellaneous
Maps in the Office of the County Recorder of said County and also show on
record of Survey 81-1149 filed in Book 103, Page 19 of Record of Survey in
the said Office of the County Recorder being more particularly described as
follows:Beginning at the Southwest corner of said Record of Survey 81-1149, thence
North 0°11'29" East along the Westerly line of said Record of Survey a
distance of 776.93 feet to the Northwest corner of said Record of Survey;
thence South 89°45'41" East along the Northerly line and its Easterly
prolongation of said Record of Survey a distance of 2406.20 feet of the
Easterly boundary line of said Rancho San Juan Cajon de Santa Ana; thence
South 03°24'35" East along said Easterly boundary a distance of 772.60 feet to
a point on the Easterly prolongation of the Southerly line of said Record of
Survey; thence North 89°53'56" West along said Southerly
line and its prolongation of distance of 2454.72 feet to the point of
beginning. 4
    Table of Contents  Property Name:
    
    STEARNS MINERAL FEENuevo Property#:
    
    CA12593
 All oil, gas, and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California by:  1)
    
    Deed dated 12/4/1896, from Stearns Ranchos Company, as Grantor, to
Union Oil Company
of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book 30
at Page 11
of Deeds.2)
    
    Grant Deed dated 8/31/1899, between Stearns Ranchos Company, as Grantor,
and Union
Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at Page
250 of
Deeds, more particularly described as follows:  Those portions of Sections 1 and 12, Township 3 South, Range 10 West and
Sections 5, 6,7 and 8 Township 3 South, Range 9 West, in the Rancho San
Juan Cajon de Santa Ana, as shown on a map recorded in Book 51, Page 7
of Miscellaneous Maps, Records of Orange County, California, described
as follows:Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the
patent boundary of said Rancho Rincon de La Brea; thence along the
patent boundary of said Rancho Rincon de La Brea, North 84° West 107.51
chains to a sand stone marked R.B. in mound with pits; thence along said
patent boundary North 57°42' West 43.67 chains to a white post 4 inches
square in mound of stone marked S.J.C.S.A. at intersection of the patent
lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea;
thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound
with pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked
20.60 in mound with pits, thence North 89° East 20.00 chains to a 4" x
4" post in mound with pits; thence South 1°45" West 20.00 chains to a 2"
x 4" post marked 20.60 mounds with pits; thence North 88°39' East 55.48
chains to a 2" × 4" post marked 20 in mound with pits; thence South
0°30' East 20.00 chains to a 2" × 4" post in mound with pits; thence
North 89°45" East 134.63 chains to a 2" × 4" post marked 40.10 in mound
with pits upon the Eastern Boundary of said Rancho San Juan Cajon de
Santa Ana; thence along same North 4° West 47.51 chains to the place of
beginning.Excepting the Westerly 200 acres of the above described tract.Also excepting any portion of the above described property which lies
north
of the agreed boundary line and bounded Westerly by line running North
28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of 5
    Table of Contents  California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10,1957 in Book 3936, page 314 of said Official Records,
described as follows:Beginning at a point in the Southerly line of the land described in Deed from
the Stearns Ranchos Company, a Corporation, to Union Oil Company of
California, a Corporation, dated August 31,1899, recorded September 2,1899 in
Book 44, Page 250 of said Deeds, distant South 89°10'50" West along said line
3131.98 feet from the Southeast corner of said land, said point of beginning
being monumented by Union Oil Company Monument 11B; thence North
9°48'11 West
529.60 feet to a 2" × 2" stake and the true point of beginning for this
description; thence North 85°48'16" West, 380.00 feet to a 2" × 2" stake;
thence North 4°11'44" East 1750.00 feet to a 2" × 2" stake thence South
85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44" West
1750.00 feet to a 2" × 2" stake and the true point of beginning.Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5,6,7 and 8 Township 3 South, Range 9 West,
in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded in Book
51, Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de La
Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De La
Brea; thence along the patent line of said Rancho San Juan Cajon de Santa Ana,
North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60 in
mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in mound
with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked 20.60
mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4" post
marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a 2" × 4"
post in mound with pits; thence North 89°45" East 134.63 chains to a 2" × 4"
post marked 40.10 in mound with pits
upon the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning. 6
    Table of Contents  Excepting the Westerly 200 acres of the above described
tract.Also excepting any portion of the above described property which lies north
of the agreed boundary line and bounded Westerly by line running North 28°30'
East from the Western terminus of said line as established by agreement
between the Union Oil Company of California and the Graham-Loftus Oil
Company, recorded June 10, 1905 in Book 120, Page 223 of Deeds, records of
said Orange County.Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28,1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:Beginning at a point on the Westerly boundary of said lands owned by Union Oil
Company of California, which Westerly boundary is also the Easterly boundary
of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly along
a line forming an angle of 73°32'24" with the Easterly prolongation of the
center line of said Central Avenue at said point of intersection (assumed and
taken to bear North 15°11'16" East), a distance of 839.60 feet to the true
point of beginning; thence North 0°10'11" East a distance of 1250 feet; thence
South 89°49'49"t East a distance of 500 feet; thence South 65°23'11" East a
distance of 604.15 feet; thence South 0°10'11" West a distance of 1000 feet;
thence North 89°49'49" West a distance of 1050 feet to the true point of
beginning.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book 8173,
Page 641 of said Official Records.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 647 of said Official Records.Also excepting therefrom the land described in deed to the Brea-Olinda
Unified School District of Orange County, California, recorded September 11,
1968, page 437 of said Official Records.Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said
Official Records.Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior
Court Case No. 156220, a certified copy of which
was recorded September 29, 1970 in Book 9417, Page 364 of said Official
Records. 7
    Table of Contents  Also excepting therefrom Parcels 1 and 2 of Parcel Map No. 86-243, as
shown on a map filed in Book 214, Pages 28 to 31 inclusive, of Parcel
Maps, in the Office of the County Recorder of Orange County, California,
together with the West Half of associated road, 80.00 feet wide, as shown
on said Parcel Map, adjoining said Parcels 1 and 2 on the East, and being
bounded Northeasterly by the Northeasterly line of said Parcel Map and
being bounded Southerly by the centerline of Lambert Road, as shown on
said Parcel Map.Also excepting therefrom that portion, if any, included within Parcel 1
of Parcel Map No. 83-1179, as shown on a map filed in Book 218, Page 1 to
4 inclusive, of Parcel Maps, in the Office of the County Recorder of
Orange County, California.Also excepting therefrom that portion included within Tract No. 12562, as
shown on a map recorded in Book 579, Pages 4 to 9 inclusive, of said
Miscellaneous Maps.Also excepting therefrom that portion included with Tract No. 12563, as
shown on a map recorded in Book 579, Pages 10 to 15 inclusive, of said
Miscellaneous Maps.Also excepting therefrom the land described in the Deed to the City of
Brea recorded March 29,1996 as Instrument No. 19960153320 of the Official
Records in the Office of said County Recorder. Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13,2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
County Recorder. 8
    Table of Contents  ATTACHMENT NO. 5
TO
MINERAL GRANT DEED RIGHTS-OF-WAY Executable Grant Deed
    Table of Contents  ATTACHMENT 5 List of Rights of Way and Contracts Attachment 5
    Table of Contents  Rights of Way and Contracts Easements, Licenses, Rights-of-Way, etc. DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s51956.28
    
    Agreement
    
    
    
    7/13/53 42131/15 OR
    
    Louise A. Weisel,
et al.51956.28A
    
    Amendment
    
    
    
    7/11/79 79-759179
DOC
    
    Mary Weisel Newton,
et al.51956.51
    
    ROW

    
    
    
    5/18/64 M1523/9
Torrens
    
    J. B. Hickey, et al.52024.224
    
    License
    
    
    
    
    8/11/69
    
    
    Southern California
Edison502
    
    ROW
    
    2/22/08
    
    
    39795
    
    
    Industrial Oil CO
    
    
    5
    
    
    
    60152538
    
    License
    
    11/9/23
    
    11/10/27 UNREC
    
    Associated Oil
    
    
    21ROW
    
    4/8/63
    
    
    4/19/63 6515/482
    
    
    Pacific LightingGas Supply Co.
    
    
    7
    
    
    
    N/A
    (31.7)ROW
    
    2/13/65
    
    
    2/23/65 7422/249
    
    
    Pacific Lighting
Gas Supply Co.
    
    
    8
    
    
    
    3175254
    
    ROW
    
    
    
    5/17/2001 58/365
Deeds
    
    Brea Canon Oil CO.
    
    
    22
    
    
    
    6025254A
    
    ROW
    
    
    
    4/28/1930 382/44 OR
    
    Brea Canon Oil CO.
    
    
    23
    
    
    
    60252589
    
    ROW
    
    
    
    11/10/1927 104/65 OR
    
    Gaston A Bastanchury
    
    
    3052854
    
    ROW
    
    
    
    7/12/1928 172/314 OR
    
    Crown of the Valley
Oil Company
    
    
    34
    
    
    
    60952885
    
    Consent
    
    4/7/25
    
    
    4/7/25
    
    
    Shell Oil CO.
    
    
    35
    
    
    
    61052885.1
    
    License
    
    7/10/51
    
    7/11/55 UNREC
    
    Shell Oil CO.
    
    
    36
    
    
    
    61052956
    
    ROW
    
    
    
    2/13/1929 243/294 OR
    
    Crown of the Valley
Oil Company
    
    
    40
    
    
    
    61152956.1
    
    ROW
    
    
    
    4/13/1988 3030/34 OR
    
    Crown of the Valley
Oil Company
    
    
    41
    
    
    
    61152956.2
    
    Consent
    
    7/10/51
    
    
    7/10/51
    
    
    Shell Oil CO
    
    
    42
    
    
    
    61152980
    
    License
    
    4/7/25
    
    4/8/1929 UNREC
    
    WB Scott Investment
Company
    
    
    43
    
    
    
    61252980.1
    
    ROW
    
    
    
    4/28/1955 3047/183
OR
    
    W B Scott
Investment Company
    
    
    44
    
    
    
    612
 Attachment 5
Page 1 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s52980.2
    
    Consent
    
    7/10/51
    
    7/11/1955 UNREC
    
    Shell Oil CO.
    
    
    45
    
    
    
    61253486
    
    ROW
    
    
    
    3/16/32 547/78 OR
    
    Bernard Arroues,
Et ux
    
    
    465363
    
    ROW
    
    
    
    1/7/1900 49/49 Deeds
    
    Steams Ranchs Co
    
    
    4753641.101
    
    Permit
    
    10/18/61
    
    
    22572
    
    
    Pacific Telephone &
Telegraph Company
    
    
    48
    
    
    
    61353641.113
    
    Permit
    
    3/8/72
    
    
    26366
    
    
    Pacific Telephone &
Telegraph Company
    
    
    50
    
    
    
    61353755
    
    Easement
    
    
    
    9/27/43 1215/34 OR
    
    Anaheim Union Water
Company
    
    
    5253755.2
    
    Mod.
    
    
    
    6/7/49 1855/8 OR
    
    Anaheim Union Water
Company
    
    
    5353755.3
    
    Mod.
    
    
    
    9/23/66 8057/221 OR
    
    Anaheim Union Water
Company
    
    
    5453755.4
    
    Easement
    
    
    
    1/7/71 9512/924 OR
    
    State of California
    
    
    5553755.5
    
    Easement
    
    
    
    11/18/71 9892/217 OR
    
    State of California
    
    
    5653755.6
    
    QC
    
    
    
    5/22/72 10136/654 OR
    
    UNOCAL
    
    
    5753755.7
    
    ROW
    
    
    
    9/26/72 10343/735 OR
    
    Anaheim Union Water
Company
    
    
    5853755.8
    
    Assignment
    
    
    
    11/29/72 10465/69 OR
    
    Continental Mobile
Housing, Inc.
    
    
    5953755.9
    
    QC
    
    
    
    11/1/73 10974/92 OR
    
    UNOCAL
    
    
    6054088.31
    
    License
    
    12/1/62
    
    
    22981
    
    
    Shell Oil CO.
    
    
    62
    
    
    
    61554186.3
    
    Replacement
ROW
    
    
    
    9/25/72 10431/871 OR
    
    Meredith Co. Et al
    
    
    6354261.7
    
    ROW
    
    
    
    11/12/70 9458/915 OR
    
    Galy Construction
Corp
    
    
    6454287
    
    Deed
    
    
    
    8/16/43 1200/396 OR
    
    Everett M Reese,
ET UX
    
    
    6654326.2
    
    ROW
    
    
    
    7/24/47 1533/390 OR
    
    Hubert C. Ferry
    
    
    6754327.46
    
    License
    
    
    
    
    12/15/76
    
    
    General Telephone
Co.54339
    
    ROW
    
    
    
    3/2/43 1183/525 OR
    
    Tide Water
Associated Oil
Company
    
    
    69
 Attachment 5
Page 2 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s54342
    
    AGRMT
    
    2/17/39
    
    2718/43 UNREC
    
    General Petroleum
    
    
    70
    
    
    
    61754344
    
    Easement
    
    4/1/39
    
    
    14336
    
    
    USA, Department
of WAR
    
    
    7154345
    
    ROW
    
    
    
    3/1/43 1148/489 OR
    
    Anaheim Union Water
Company
    
    
    7254368
    
    ROW
    
    
    
    8/11/44 1266/313 OR
    
    H M Bergen, ET AL
    
    
    7354480
    
    Deed
    
    
    
    1/5/46 283/496 OR
    
    Everett M Reese,
ET UX
    
    
    7454499
    
    ROW
    
    
    
    4/17/46 1424/3 OR
    
    Brea Homes Inc.
    
    
    7554507
    
    ROW
    
    
    
    1/23/11 195/212
Deeds
    
    Pacific Electric
Land C
    
    
    7654605
    
    License
    
    8/20/43
    
    
    15938
    
    
    Shell Oil
    
    
    77
    
    
    
    61854779
    
    ROW
    
    
    
    12/15/49 1945/23 OR
    
    M J Jackson
    
    
    7854779.1
    
    ROW
    
    
    
    4/2/47 1517/196 OR
    
    Brea Homes Inc.
    
    
    7954779.2
    
    ROW
    
    
    
    1/4/60 5044/483 OR
    
    M K Rivtcel
    
    
    8054779.3
    
    ROW
    
    
    
    4/2/47 1517/196 OR
    
    Brea Homes Inc.
    
    
    8154855
    
    ROW
    
    7/23/46
    
    
    17006
    
    
    Stern Realty Company
    
    
    8254855.4
    
    License
    
    9/21/61
    
    
    22545
    
    
    Stern Realty Company
    
    
    8355088
    
    ROW
    
    
    
    8/13/52 2369/185 OR
    
    City of Brea
    
    
    8455156
    
    ROW
    
    
    
    7/3/53 42131/30 OR
    
    W. R. Rowland Land
Co.55251
    
    ROW
    
    
    
    1/28/54 2659/60 OR
    
    Continental
Mausoleum Company
    
    
    85553.3
    
    ROW
    
    
    
    2/26/49 Unrecorded
    
    Tide Water
Associated Oil Co.55468
    
    ROW
    
    
    
    2/1/1955 3261/312 OR
    
    City of Fullerton
    
    
    8756267
    
    License
    
    3/29/53
    
    3-30-57 UNREC
    
    Tide Water
Associated Oil
Company
    
    
    8956365
    
    ROW
    
    6/21/55
    
    
    20261
    
    
    Roseglen
Construction Inc.
    
    
    9056627
    
    License
    
    7/5/71
    
    
    22467
    
    
    Humble Oil &
Refining
    
    
    93
    
    
    
    62056671
    
    Sales & Assign.
    
    
    
    4/19/63 6515/482 OR
    
    Pacific Lighting
Gas Supply Co.
    
    
    94
    
    
    
    621
 Attachment 5Page 3 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s56672
    
    ROW
    
    
    
    3/24/37 872/421 OR
    
    Brea Canon Oil
    
    
    95
    
    
    
    62256673
    
    ROW
    
    
    
    10/16/40 1048/369 OR
    
    Brea Canon Oil
    
    
    96
    
    
    
    62356674
    
    ROW
    
    
    
    3/4/63 6451/794 OR
    
    Brea Canon Oil
    
    
    97
    
    
    
    62456712
    
    Easement
    
    
    
    4/21/64 7012/89 OR
    
    State of
California, Dept.
of Parks and
Recreation56712.1
    
    Amendment
    
    
    
    6/25/64 7104/498 OR
    
    State of
California, Dept.
of Parks and
Recreation56726.9
    
    Amendment
of Lease
    
    
    
    
    5/1/95
    
    
    City of Huntington
Beach56764
    
    License
    
    
    
    
    3/19/65
    
    
    Southern California
Edison56806
    
    ROW
    
    
    
    5/26/65 7533/988 OR
    
    G. A. Ryness & V.K.
Smith Partners56807
    
    ROW
    
    
    
    3/23/65 7455/829 OR
    
    UNOCAL
    
    
    104
    
    
    
    62956916.1
    
    Permit
    
    8/10/62
    
    8/11/66 UNREC
    
    Orange County Flood
Control District
    
    
    10757030
    
    ROW
    
    
    
    1/29/66 8532/241 OR
    
    Loma Vista Memorial
Park
    
    
    10857136
    
    ROW
    
    
    
    5/26/69 8968/184 OR
    
    Sterling Homes
    
    
    109
    
    
    
    72557193
    
    ROW
    
    
    
    1/15/70 9194/391 OR
    
    Rancho Mesa
Fullerton
    
    
    11057241
    
    Easement
    
    
    
    9/30/70 451/102 OR
    
    State of California
    
    
    112
    
    
    
    63057349.1
    
    ROW
    
    
    
    5/11/93 10692/660 OR
    
    Albertsons Inc.
    
    
    11357353
    
    ROW
    
    
    
    7/27/72 10290/314 OR
    
    D V Home, ET AL
    
    
    11557354
    
    ROW
    
    
    
    7/20/72 10290/314 OR
    
    A A McLern, et ux
    
    
    11657438
    
    ROW
    
    
    
    6/20/74 11189/1214
OR
    
    David V. & Mary W.
Homme
    
    
    11857595
    
    ROW
    
    
    
    3/16/77 12106/802 OR
    
    Moreland Develop C
    
    
    12357595.1
    
    ROW
    
    
    
    6/8/77 12233/501 OR
    
    Moreland Develop C
    
    
    12457633.1
    
    ROW
    
    
    
    7/24/78 1269/1868 OR
    
    IPS, A General
Partnshp
    
    
    12557667
    
    ROW
    
    
    
    12/14/79 13437/789
OR
    
    Moreland Develop C
    
    
    12657696
    
    ROW
    
    
    
    10/2/75 11527/1604
OR
    
    Kaiser Aetna
    
    
    127
 Attachment 5Page 4 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s57848
    
    Grant of
Easement
    
    
    
    11/24/86 86/619178
OR
    
    Fairway Associates
    
    
    12957875
    
    AGRMT
    
    
    
    
    30888
    
    
    William Lyon C
    
    
    13157876.1
    
    ROW
    
    
    
    4/23/90 90/211415
DOC
    
    R D Battaglia
    
    
    13257879
    
    Encroach
License
    
    10/9/84
    
    10/10/88 UNREC
    
    City of Fullerton
    
    
    13357879.2
    
    EXT. of
License
    
    6/10/89
    
    6/11/93 UNREC
    
    City of Fullerton
    
    
    13457981
    
    ROW
    
    
    
    11/2/89 80-59276 DOC
    
    Sanitation, Inc.
    
    
    136
    
    
    
    50058049
    
    ROW
    
    
    
    1/25/93 93-054367
DOC
    
    Sanitation, Inc
    
    
    137
    
    
    
    50061407.2
    
    Easement
    
    
    
    3/27/63 6483/844 OR
    
    UNOCAL
    
    
    13861407.3
    
    Easement
    
    
    
    3/11/64 6958/820 OR
    
    UNOCAL
    
    
    13962528
    
    
    
    
    
    6/23/54 2755/502 OR
    
    UNOCAL
    
    
    14062606
    
    
    
    
    
    4/30/58 4263/530 OR
    
    UNOCAL
    
    
    14163219
    
    Easement
    
    
    
    2/26/60 5119/488 OR
    
    UNOCAL
    
    
    14263283.2
    
    Easement
    
    
    
    10/10/62 6279/75 OR
    
    UNOCAL
    
    
    14363510.1
    
    Easement
    
    
    
    6/22/64 7098/211 OR
    
    UNOCAL
    
    
    14468244.1
    
    Easement
    
    
    
    5/4/61 5712/97 OR
    
    UNOCAL
    
    
    14668809
    
    Consent
    
    
    
    6/23/27 60/371 OR
    
    UNOCAL
    
    
    149
    
    
    
    72968810
    
    Consent
    
    
    
    6/23/27 57/412 OR
    
    UNOCAL
    
    
    150
    
    
    
    73068853
    
    ROW
    
    
    
    8/24/45 1331/351 OR
    
    UNOCAL
    
    
    15168853.1
    
    ROAD DEED
    
    
    
    1/25/44 1232/308 OR
    
    UNOCAL
    
    
    15268853.2
    
    ROAD DEED
    
    
    
    11/12/48 1728/222 OR
    
    UNOCAL
    
    
    1537048.3(B)
    
    Deed
    
    
    
    8/18/64 7182/490 OR
    
    UNOCAL
    
    
    1547048.3(C)
    
    Deed
    
    
    
    8/18/64 7182/484 OR
    
    UNOCAL
    
    
    1557048.3(E)
    
    Mod.
    
    
    
    10/19/64 7264/496 OR
    
    UNOCAL
    
    
    1567048.3(F)
    
    Mod.
    
    
    
    10/19/64 7264/500 OR
    
    UNOCAL
    
    
    1577070.35
    
    Deed
    
    
    
    5/21/58 4291/396 OR
    
    UNOCAL
    
    
    159
 Attachment 5Page 5 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s7070.44
    
    ROW
    
    
    
    1/17/64 6886/922 OR
    
    UNOCAL
    
    
    1607070.45
    
    ROW
    
    
    
    12/31/63 6866/922 OR
    
    UNOCAL
    
    
    1617070.55
    
    Deed
    
    
    
    4/23/73 10657/211 OR
    
    UNOCAL
    
    
    1627070.57
    
    Deed
    
    
    
    10/31/73 10989/880
OR
    
    UNOCAL
    
    
    1637070.63
    
    Grant
Deed
    
    
    
    4/1/75 11368/841 OR
    
    UNOCAL
    
    
    1657070.72
    
    Deed
    
    
    
    12/5/80 13861/1303
OR
    
    UNOCAL
    
    
    1667176.19
    
    Deed
    
    
    
    12728/73 11044/678
OR
    
    UNOCAL
    
    
    1687176.2
    
    Deed
    
    
    
    11/15/47 1599/131 OR
    
    UNOCAL
    
    
    169XR7390-R1
    
    AGRMT
    
    8/28/51
    
    
    18868
    
    
    Shell Oil to West
Coast Refining
    
    
    172
    
    
    
    640XR7390-R11
    
    ROW
    
    10/11/56
    
    
    20739
    
    
    Chanslor- Western
to West Coast
Refining
    
    
    173
    
    
    
    641XR7390-R11
    
    ROW
    
    8/25/55
    
    
    20326
    
    
    Shell Oil C to West
Coast Refining
    
    
    174
    
    
    
    642XR7390-R20
    
    License
    
    7/31/51
    
    
    18840
    
    
    UNOCAL
    
    
    177
    
    
    
    643XR7390-R5
    
    License
    
    3/27/26
    
    
    9583
    
    
    Pacific Electric
Railway
    
    
    185ROW
    
    
    
    5-15-97Document
No. 19970226200
    
    UNOCAL to NUEVO
    
    
    A
    
    
    
    666Deed
    
    8/9/98
    
    
    8-14-98 1998-0533265
    
    
    UNOCAL to NUEVO
    
    
    A
    
    
    
    736105919
    
    Deed
    
    12/20/98
    
    2-11-99 Doc. No.
105919
    
    CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
    
    
    A
    
    
    
    737105919
    
    Deed
    
    12/20/98
    
    2-11-99 Doc. No.
105919
    
    CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
    
    
    A
    
    
    
    73719990774980
    
    Easement
& Agreement
    
    
    
    11/5/1999 Doc. No.
19990774980
    
    Unocal and Nuevo
    
    
    A
    
    
    
    40220020255188
    
    Easement Agree.
    
    4/11/97
    
    3/27/2002 -Document
#20020255188
    
    VD/FULLERTON
91/AFX & Nuevo
    
    
    A
    
    
    
    403
 Attachment 5Page 6 of 13
    Table of Contents  DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s20020255188
    
    Accommodation
Agrmt.
    
    11/19/96
    
    11/20/2000-UNRECORDE
D
    
    UNOCAL,
VD/FULLERTON
104/AF X & Nuevo
    
    
    A
    
    
    
    403.0120020365857
    
    Pipe Line &
Powerline
Maintenance
Easement
Agrmt.
    
    4/11/97
    
    5/1/02 Doc. No.
20020365857
    
    City of Fullerton,
Brietburn,
VD/FULLERTON 91/AF
X & Nuevo
    
    
    A
    
    
    
    403.157995
    
    Amended
Easement
    
    7-20-1994
    
    Unrecorded
    
    Sec. of the Army to
NUEVO
    
    
    A
    
    
    
    404Easement
    
    1/15/51
    
    
    3/15/51 2158/495
    
    
    UNOCALPipeline PSA
    
    4/8/63
    
    
    4/19/63 6515/482
    
    
    Pacific Lighting
Gas Supply CompanyROW
    
    2/13/65
    
    
    2/23/65 7422/249
    
    
    Pacific Lighting
Gas Supply CompanyEasement
    
    8/23/88
    
    
    5/9/89 89-243784
    
    
    UNOCAL
 Franchises Date
    
    
    
    Brea
    
    ScheduleDocument
    
    
    
    Recording
    
    
    
    ROW
    
    1.1 (c)
    
    Green MapFile Number
    
    Type
    
    Dated
    
    Information
    
    Grantor
    
    List No.
    
    Order #
    
    #s922
    
    Franchise
    
    03/17/1993
    
    unrecorded
    
    Brea City Franchise
    
    
    4
    
    
    
    
    
    60099-O-119
    
    Franchise
    
    06/01/1999
    
    unrecorded
    
    Placentia City
Franchise
    
    
    4
    
    
    A
    
    
    700**57976
    
    Franchise
    
    06/18/1999
    
    unrecorded
    
    Orange County
    
    
    4
    
    
    A
    
    
    900.1
 **This Franchise is partially assigned insofar and only insofar as
it pertains to the Richfield Gathering System. Contracts (1) The Crude Oil Purchase Agreement between Nuevo Energy Company
and Tosco
Corp., d/b/a Tosco Refining Co., dated January 1, 2000; INSOFAR AND
ONLY INSOFAR AS
IT APPLIES TO THE PROPERTY INTERESTS. (2) Electricity: The Automated Power Exchange Master Service and
Participation
Agreement dated June 15, 2000 by and between Automated Power
Exchange, Inc. and Nuevo
Energy Company; Attachment 5
Page 7 of 13
    Table of Contents  (3) The Indenture, as amended, by and
between Union Oil Company of California
and Columbia Oil Producing Company dated February 26, 1901; (4) The Surplus Produced Water Agreement between Nuevo Energy Company and
Aera Energy LLC dated December 11, 2001; (5) The Water Line Agreement between Union Oil Company of California and
Thompson Drilling Company dated March 29, 1988, as amended; (6) The Royalty-Free Oil and Gas Lease between Union Oil Company of
California
(Lessor) and Nuevo Energy Company (Lessee) dated effective October
1, 1995; (7) The Propane Sales: Contract dated March 1, 2002 by and between Nuevo
and EOTT Energy Operating Limited Partnership. (8) Pipeline
Easement Agreement dated September 13, 2002 by and between
Union
Oil of California and Nuevo Energy Company. Gas Purchases. Gas Handling and Gas Sales Contracts Gas Purchase, Gas Handling and Gas Sales Contracts As of September 27, 2002, Nuevo is presently taking gas under the
following three contracts:  (i)
    
    Gas Handling and Disposal Agreement dated
effective August 1, 2000 by and between Aera Energy LLC and
Nuevo Energy Company.(ii)
    
    Gas Compression and Gathering Agreement dated
effective September 1, 2000 by and between Bridgemark
Corporation and Nuevo Energy Company.(iii)
    
    Gas Handling Agreement dated effective August
1, 1998 by and between Crimson Resource Management Corp. and
Torch Energy Marketing, Inc. (note the preferential right to
purchase gas at Section 6). The following contracts appear to be active as of September 27, 2002.
However, Nuevo is not presently taking gas under these contracts.  (iv)
    
    Gas Purchase Agreement dated effective July 1,
1989 by and between Brea Canon Oil Company and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 10, 1994.(v)
    
    Gas Purchase Agreement dated May 17, 1966 by and
between T&T Oil Company and Union Oil Company of California
(predecessor-in-interest to Nuevo Energy Company), as amended
July 12, 1994. Attachment 5
Page 8 of 13
    Table of Contents  (vi)
    
    Gas Handling Agreement dated effective October
1, 1998 by and between Union Oil Company of California and
Torch Energy Marketing, Inc.(vii)
    
    Gas Handling Agreement dated effective February
1, 1994 by and between Saba Petroleum Inc. and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 1, 1997.(viii)
    
    Gas Handling Agreement and Bill of Sale dated effective
December 29, 1992 by and between Plegel Oil Company and Union
Oil Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended July 1, 1993.(ix)
    
    Gas Purchase Agreement dated effective August 1,
1998 by and between Texaco Producing Inc. and Union Oil of
California (predecessor-in-interest to Nuevo Energy Company),
as amended by letter dated July 8, 1993.(x)
    
    Gas Purchase Agreement dated effective August 1,
1989 by and between Santa Fe Energy Operating Partners, L.P.
and Union Oil Company of California (predecessor-in-interest
to Nuevo Energy Company), as amended April 20, 1994. The following contract provides for selling gas.  (xi)
    
    Gas Purchase Contract dated effective August 1,
1998 by and between Torch Energy Marketing, Inc. (Seller)
and Crimson Resource Management Corp. (Buyer). Miscellaneous Service Contracts: (Immediately Follows) Attachment 5
Page 9 of 13
    Table of Contents  MISCELLANEOUSSERVICECONTRACTS VENDOR
    
    ADDRESS
    
    PHONE
#
    
    ACCT. OR CUST. #
    
    TYPE OF SERVICEAllied Commercial
Cleaning
    
    1775 E. Lincoln Ave., #104,
Anaheim, CA 92805
    
    714-284-1178
    
    
    
    
    
    Janitorial ServiceBrea Disposal
    
    1131 North Blue Gum St.,
Anaheim, CA 92815
    
    714-238-3300
    
    
    104828
    
    
    Trash ServiceYosemite Waters
    
    601 W. Valencia Dr., Fullerton,
CA 92832
    
    714-870-4022
    
    
    133008
    
    
    Water & Cooler ServiceIonics
    
    7777 Industry Ave., Pico Rivera,
CA 90660
    
    562-942-2200
    
    
    46516
    
    
    R/O Water System RentalAramark
    
    P.O. Box 5206, Santa Ana, CA 92704
    
    714-545-4877
    
    
    2903002/2903000
    
    
    Mat & Rag ServicePraxair
    
    Dept. LA 21511, Pasadena, CA
91185
    
    800-229-4449
    
    OA338
    
    Cylinder RentalPraxair
    
    Dept. LA 21511, Pasadena, CA 91185
    
    800-229-4449
    
    CF812
    
    Cylinder RentalPraxair
    
    Dept. LA 21511, Pasadena, CA
91185
    
    800-229-4449
    
    BV665
    
    Cylinder RentalPraxair
    
    Dept. LA 21511, Pasadena, CA 91185
    
    800-229-4449
    
    OA341
    
    Cylinder RentalScott Specialty Gases
    
    6141 Easton Rd., Plumsteadville,
PA 18949
    
    215-766-8861
    
    
    83276900
    
    
    Cylinder RentalUnderground Service Alert
    
    P.O. Box 77070, Corona, CA 92877
    
    909-808-8100
    
    NUEVOBRE
    
    USA - Dig AlertsPortosan Company
    
    P.O. Box 6006, El Monte, CA 91734
    
    800-638-1233
    
    
    75261
    
    
    Septic Rental & DisposalKenneth R. Starr
    
    7701 11th St., Buena Park, Ca
    
    714-522-6550
    
    
    
    
    
    A/C & Refrigeration Maint.Schumann Communications
    
    731 South Highway 101 #1C, Solana
Beach, CA 92075
    
    858-794-0794
    
    
    E87129
    
    
    Answering ServiceCritco Flow Measurement
    
    P.O. Box 1639, Houston, TX 77251
    
    713-463-7773
    
    
    
    
    
    Gas Chart CalculationsFederl Express
    
    P.O. Box 1140, Dept. A, Memphis,
TN 38101
    
    800-622-1147
    
    
    2001-3867-8
    
    
    Courier ServiceAce Pump
    
    848-A W. Century, Santa Maria, CA
93455
    
    805-925-7570
    
    
    5500
    
    
    Bailer Rental
 Exhibit G
Page 10 of 13
    Table of Contents  VENDOR
    
    ADDRESS
    
    PHONE
#
    
    ACCT. OR CUST. #
    
    TYPE OF SERVICECoast To Coast
    
    8 Vanderbilt, Irvine, Ca 92619
    
    949-457-7300

    
    
    S/N
    
    
    Fax & Copier Service96010212,96010215,
    
    
    AgreementsEA621378
& JE643420Southwest Environments
    
    P. O. Box 1741, Costa Mesa, CA 92628
    
    949-642-2257
    
    NV&RB
    
    Gardening ServiceUnited Parcel
    
    P. O. Box 894820, Los Angeles, Ca
90189
    
    800-811-1648
    
    
    X97774
    
    
    Courier ServiceSims Welding Supply
    
    18903 South Main St., Gardena, CA
90248
    
    310-327-6650
    
    
    274153001
    
    
    Cylinder RentalCulligan Water
    
    502 S. Lyon St., Santa Ana, CA 92701
    
    800-756-6300
    
    
    893425
    
    
    Soft Water ServiceCulligan Water
    
    502 S. Lyon St., Santa Ana, CA 92701
    
    800-756-6300
    
    
    893420
    
    
    Soft Water ServicePitney Bowes Credit Co.
    
    P. O. Box 856460, Louisville, TX
40285
    
    800-572-2624
    
    
    1749598
    
    
    Monthly Postage
Equipment RentalPitney Bowes Inc.
    
    P.O. Box 856390, Louisville, TX
40285
    
    800-331-7641
    
    
    1642-0723-86-4
    
    
    Softguard Rate
Protection PlanPitney Bowes Credit Co.
    
    P.O. Box 856390, Louisville, TX
40285
    
    800-331-7641
    
    
    1642-0723-86-4
    
    
    Yearly Equip. &
Maint. ServicesUTILITIESPacific Bell
    
    Payment Center, Van Nuys, Ca 91388
    
    800-750-2355
    
    
    714-257-1600-291-S-
3182
    
    
    Phone ServicePacific Bell
    
    Payment Center, Van Nuys, Ca 91388
    
    800-750-2355
    
    
    714-529-2118-411-S-
2182
    
    
    Phone ServiceCity of Brea
    
    1 Civic Center Circle, Brea, CA 92821
    
    714-990-7687
    
    
    22215551
    
    
    Fresh WaterCable & Wireless
    
    46020 Manekin Plaza, Sterling, VA
20166
    
    800-486-8686
    
    ECA8001224
    
    Long DistanceExpress Tel
    
    P. 31475, Salt Lake City, UT 84131
    
    800-748-4020
    
    
    4-17123-8
    
    
    Long DistanceSouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91771
    
    800-990-7788
    
    
    2-05-020-3389
    
    
    ElectricitySouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91772
    
    800-990-7789
    
    
    2-20-253-3527
    
    
    ElectricitySouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91773
    
    800-990-7790
    
    
    3-020-0006-69
    
    
    Electricity
 Exhibit G
Page 11 of 13
    Table of Contents  Permits and Plans for Brea Olinda Field:  
    
    South Coast Air Quality Management District Facility Permit ID#109198  Facility Description Covered in Permit  Process 1
    : Crude Oil/Gas/Water Separation 
Tonner Canyon Tank Farm
East Naranjal Tank Farm
Crude Oil/Gas/Water SeparationProcess 2
    : Natural Gas Processing  Stearns Gas Plant
Field Compression
Compression Unit
Process Unit
Process Heating System
Refrigeration Unit
Glycol Regeneration and Stabilization 
Odorant system  Sales Gas
Propane Extraction SystemProcess 3
    : Internal Combustion EnginesProcess 4
    : Storage and LoadingProcess 5
    : Flare SystemProcess 6
    : Vapor Recovery and Drain SystemProcess 7
    : Fugitive Emission SourcesProcess 8
    : R219 Exempt Equipment Subject to a Source Specific RuleTitle V  
    
    Industrial Wastewater Discharge Permit No. 2-1-181  Permit good until December 31, 2002 at which time it needs to be
renewed.  
    
    Spill Prevention Control and Countermeasure Plan
(SPCC) for Stearns Plant.
    
    Spill Prevention Control and Countermeasure Plan (SPCC) for Brea Olinda Field.
    
    Business Emergency Plan and Hazardous Materials Disclosure
 Brea Lease
    
    Miscellaneous Pressure Vessels located in the Field and Plant Permits
    
    Pending Permits for the H2S Scrubber and to move the East Naranjal Tank Farm. Exhibit G
Page 12 of 13
    Table of Contents  
    
    Emergency Response Plans for the following systems: East Coyote Gas Gathering Pipeline
Richfield to East Coyote Gas Gathering Pipeline 
Sansinena Gas Gathering Pipeline Exhibit G
Page 13 of 13
    Table of Contents  ATTACHMENT NO. 6
TO
MINERAL GRANT DEED THIRD PARTY EASEMENTS, CONTRACTS AND LICENSE AGREEMENTS Executable Grant Deed
    Table of Contents  ATTACHMENT 6 RELATED THIRD-PARTY EASEMENTS,
CONTRACTS AND LICENSE AGREEMENTS (Oil Field Related Third
Party Easements and License  TPEL) RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationRight-of-Way
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil Oil Corporation
    
    82-340271
Los Angeles CountyLicense
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell Oil Company
    
    UnrecordedLicense PSA
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western E&P Inc.
    
    UnrecordedEasement
    
    7/27/62
    
    Union Oil Company of
California
    
    Boy Scouts of America,
Los Angeles Area Council
    
    8/1/62 6245/654Easement
    
    9/13/84
    
    Union Oil Company of
California
    
    City of Brea
    
    10/11/84 84-421551Easement
    
    9/10/85
    
    Union Oil Company of
California
    
    City of Brea
    
    10/7/85 85-382994Easement
    
    9/2/86
    
    Union Oil Company of
California
    
    Brea H.O.P.E. Inc.
    
    10/1/86 86-459482Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96 Inst.
19960153323Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96 Inst.
19960153324Easement
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil Oil Corporation
    
    3/31/82Inst.
82-340271
[Los Angeles County]Easement
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell Oil Company
    
    N/AEasement
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western E&P Inc.
    
    N/AEasement
    
    4/1/58
    
    Union Oil Company of
California
    
    The Metropolitan Water
District of Southern
California
    
    5/21/58 4291/400Easement for Oil Wells
    
    10/16/58
    
    Collier Carbon and
Chemical Corporation
    
    Union Oil Company of
    
    11/3/58 4470/10
 1
    Table of Contents  ATTACHMENT 6 RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationCaliforniaNon-Exclusive
Easement and
Right-of-Way
    
    7/27/62
    
    Union Oil Company
of California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/626245/654Right-of-Way
    
    10/2/62
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    1/18/636399/705Grant of Easement
    
    9/18/78
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    2/5/7913024/1157Grant of Easement
    
    5/17/88
    
    Union Oil Company
of California, dba
UNOCA1
    
    Southern California
Edison Company
    
    6/7/88Inst.
88-268095Easement
    
    9/15/95
    
    Union Oil Company
of California, dba
UNOCA1
    
    UNOCAL California
Pipeline Company
    
    10/25/95Inst.
19950473641Grant of Easement
    
    12/11/95
    
    Union Oil Company
of California, dba
UNOCA1
    
    Southern California
Edison Company
    
    1/4/96Inst.
19960004773Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153322Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96Inst.
19960153323Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96Inst.
19960153324Easement
    
    5/7/96
    
    Nuevo Energy Company
    
    Union Oil Company
of California dba
UNOCA1
    
    5/26/96Inst.
19960254739Pipeline
Right-Of-Way
    
    5/12/02
    
    The Stems Ranchos
Company
    
    Pacific Coast Oil
Company
    
    6/25/02Do not have
recording info.License
    
    5/1/59
    
    Union Oil Company
of California
    
    Shell Oil Company
    
    Do not have
recording info. Any other Third Party Easement or License disclosed in Preliminary Title Report #OR-2252674,dated
September 13, 2002, First American Title Company. 2    Table of Contents  ATTACHMENT 6
ADDITIONAL CONTRACTS AND GIFT DEED  1.
    
    Memorandum of Understanding between Nuevo, County of Orange and City
of Brea dated December 10,2002 regarding pre-annexation.2.
    
    Development Agreement dated December 19, 2002, between Nuevo and
County of Orange.3.
    
    Impact Mitigation Agreement between Brea Olinda Unified School
District and Nuevo dated as of October 28,2002.4.
    
    Gift Deed dated
January 30,2003 from Nuevo to the Brea-Olinda Unified School District Conveying 0.425 acres, recorded on February 25,
2003 as Instrument No. 2003000207265 in the official records of Orange
County. 3    Table of Contents  ATTACHMENT NO. 7
TO
MINERAL GRANT DEED EXCLUDED ASSETS     Table of Contents  ATTACHMENT 7 List of Excluded Interests SPECIFICALLY EXCEPTED AND RESERVED from this Transaction are the following
described interests (hereinafter referred to as, the Excluded
Interests): (a) Any
of Sellers economic analyses, pricing forecasts, legal opinions
or analyses, or
information considered by Seller as confidential or protected by
Attorney-Client Privilege; (b) All
rights and claims arising, occurring, or existing in favor of Seller
prior  to the
Effective Date including, but not limited to, any and all contract
rights, adjustments,
mispayments, erroneous payments, personal injury, property damage, royalty
or other rights and claims of any nature in favor of Seller relating to any time period prior to
the Effective Date; (c) All
corporate, financial, and tax records of Seller; however, Buyer shall
be entitled
to receive copies of any financial and tax records which directly relate
to the Property Interests, or which are necessary for Buyers ownership, administration, or
operation of the Property Interests; (d) All
rights, titles, claims and interests of Seller related to the
Property Interests
for all periods prior to the Effective Date, subject to
Section 3.2.4 in the Agreement and to
any other contrary provisions of the Agreement: (i) under any policy
or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or
condemnation proceeds or awards; (e) All
hydrocarbons produced from or attributable to the Property Interests with respect to
all periods prior to the Effective Date together with all proceeds
from or of such hydrocarbons; (f) Claims
of Seller for refund of or loss carry forwards with respect to (i) production,
windfall profit, severance, ad valorem or any other taxes attributable
to the Property Interests for any period prior to the Effective Date, and (ii) income or
franchise taxes attributable to the Property Interests for any period prior to the Effective Date; (g) All amounts due or payable to Seller as adjustments or refunds
under any contracts or agreements affecting the Property Interests for all periods prior
to the Effective Date; (h) All
amounts due or payable to Seller as adjustments to insurance premiums related
to the Property Interests for all periods prior to the Effective Date; (i) Subject to the terms of the Agreement, all monies,
proceeds, benefits, receipts, credits, income or revenues (and any security or other deposits
made) attributable to the Property Interests prior to the Effective Date; (j) All of Sellers patents, trade secrets, copyrights, names, marks and
logos; 1    Table of Contents  (k) All
of Sellers Emission Reduction Credits, as defined in the California
Health and Safety Code, except as to those credits that apply to the Property
Interests; (l) All of Sellers right, title and interest in and to that Federal
Communications Commission
license having a Call Sign of KMG618, said license having an expiration date of
March 8, 2005. (m) Any portion of the Property Interests which Seller is prohibited or
restricted in whole or in part, by any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or by any contractual
arrangement or agreement, from transferring, selling or conveying; and (n) Any and all of Sellers equipment presently being stored on the Land or
otherwise within the Brea Olinda field that relates to Sellers offshore
operations. (o) All well samples and cores located in the building; within Parcel 3
described on Exhibit A-1 to the Agreement, and all those buildings located
within Parcel 3. (p) Real Estate and Surface Related Interests: 1. The Commercial Lease and Agreement between Nuevo Energy Company, as
Lessor, and Brea Green Recycling, Inc., as Lessee, dated February 1, 1997. 2. The Letter Agreement between Haynes Apiaries and Union Oil Company
of California dated December 29, 1992, as amended. 3. The Easement Agreement for Storm Drain Improvement between Nuevo
Energy Company and Brea Olinda Venture L. L. C. dated November 3, 2000. 4. Letter Agreements dated March 19, 2001 and October 1, 2002, by and
between Deborah Linn Associates and Nuevo. 5. Contract dated February 8, 2001, by and between Culbertson, Adams &
Associates and Nuevo, as amended by letter dated July 16, 2002. 6.
Proposal dated June 18, 2002, from Earth Consultants International to
Nuevo. 7. Professional Service Agreement dated April 17, 2001, by and between
The Keith Companies, Inc. and Nuevo. 8. Professional Services Agreement dated June 15, 1998, by and between
QST Environmental, Inc. and Nuevo, as amended February 27, 2002. (q) Additional Easements: 1. Stearns Rancho Company to UNOCAL dated December 14, 1896, recorded
on July 10,1897 as Doc. # 30/11. 2    Table of Contents  2.
Stearns Ranchos Company to Pacific Coast Oil Company dated May
12, 1902, recorded on June 25, 1902 as Doc. # 75/254. 3. UNOCAL to Brea Chemical, Inc. dated June 7, 1957, recorded June 10,
1957 as Doc. # 3936/324. 4.
Collier Carbon and Chemical Corp. to UNOCAL dated October 16, 1958,
recorded November 3, 1958 as Doc. # 4470/10. 5.
UNOCAL to UNOCAL California Pipeline Co. dated September 25, 1995,
recorded December 19, 1995 as Doc. # 19950565134. 6.
Nuevo to UNOCAL dated May 7, 1996, recorded May 21, 1996 as Doc. #
19960254739. 7. Brea Canon Oil Company to General Petroleum Corporation dated May
1921. 3    Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 EXHIBIT E
Natural Hazard Zones Natural Hazard Zones For more information regarding a particular Airport or the
specified Public Record, please contact your local office of the U.S.
Department of Transportation, Federal Aviation Administration. B-4.
    
    Megans Law (California Civil Code §2079.10a)  The following notice is provided as an accommodation. California Civil Code
Section 2079.10a (commonly referred to as Megans Law) requires the following
notice be provided as part of the purchase agreement to a buyer or lessee of
residential property:   Notice: The California Department of Justice, sheriffs departments, police EXHIBIT G PDR® INFORMATION PAGE
PDR is a registered trademark THE COMPANY PROPERTY DATA SERVICES, INC.
A Subsidiary of The First American Corporation
(the Company)
5601 E. La Palma Avenue, Anaheim, CA 92807 PROPERTY IDENTIFICATION & PDR DATE  PLEASE VERIFY THAT THE PROPERTY INFORMATION BELOW IS CORRECT. Property Address: SEE ADDENDUM, BREA, CA 92821 Property Assessors Parcel Number:SEE ADDENDUM PDR Date:Monday, July 29, 2002 ADDRESSEE FIRST AMERICAN TITLE
ATTENTION: RON GOMEZ
2 FIRST AMERICAN WAY
SANTA ANA, CA 92707 Exhibit E
Page 1 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 NOTICE The Company is pleased to provide Recipient with this Property Disclosure
Report (PDR) for the Property identified above. Please note that this PDR is
a contract subject to the Terms, Conditions, and Limitations on Liability set
forth herein which should be reviewed carefully. The information contained in this PDR is derived as of the PDR Date from
certain specified Public Records within the control of the governmental
entities described in Schedule A (Natural Hazard Disclosure Summary) and
Schedule B (Summary of Additional Disclosures). The information set forth in
Schedule A (a) relates to the natural hazard zones specified in California
Civil Code § 1103.2, and (b) is provided by the Company in accordance with the
requirements of Civil Code § 1103.4(c). The information set forth in Schedule B
is provided by the Company to facilitate compliance with those disclosures
specified in Schedule B. Please note that this PDR is NOT based upon a physical
inspection of the Property. THE NATURAL HAZARD DISCLOSURE STATEMENT FORM REQUIRED BY CALIFORNIA CIVIL
CODE §1 103.2(a) (THE LAW) HAS BEEN COMPLETED AS OF THE PDR DATE IN
ACCORDANCE WITH THE TERMS OF THIS PDR AND IS PROVIDED WITH THIS PDR AS AN
ACCOMMODATION ONLY AND IS NOT PART OF THE PDR. PLEASE NOTE THAT THE LAW
REQUIRES THAT THE STATUTORY FORM BE COMPLETED, EXECUTED, AND DELIVERED BY THE
SELLER AND RESPECTIVE REAL ESTATE AGENTS TO THE BUYER. IN ADDITION TO THESE
STATUTORY NATURAL HAZARD DISCLOSURES, CERTAIN OTHER INFORMATION IS ALSO
PROVIDED IN THIS PDR FOR THE BENEFIT OF THE RECIPIENTS. If you have any questions or comments regarding this PDR,
please contact the Companys Customer Service Department at (800) 200-2561. THIS PDR IS A CONTRACT. PLEASE READ IT CAREFULLY.
THIS PDR IS A REPORT PRODUCT AND IS NOT AN INSURANCE POLICY. ©2002 Property Data Services, Inc. Exhibit E
Page 2 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 Addendum to
PDR No. 02PDS1669 (Control/File No. 318379)
Property Identification - Assessor Parcel Numbers This Addendum pertains solely to PDR No. 02PDS 1669 (Control/File # 318379)
dated 29 July 2002 for disclosure information about twenty-three (23) parcels
located in County of Orange, State of California as provided to Property Data
Services, Inc. These parcels constitute the Property for the purpose of this
PDR. The accompanying PDR is hereby issued for disclosures pursuant to a
Transaction involving Property as provided by Customer as identified by the
following assessor parcel numbers: 304-171-02
    
    306-031-05
    
    319-142-08306-011-02
    
    306-031-06
    
    319-142-10306-012-22
    
    306-031-07
    
    320-281-02306-012-32
    
    306-031-08
    
    320-281-05306-012-33
    
    306-031-09
    
    320-281-09306-012-34
    
    306-031-11
    
    320-073-02306-031-02
    
    306-031-12
    
    320-073-06306-031-03
    
    306-031-17 This PDR
applies only to the Property as identified by those parcel numbers
specified above and
to no others pursuant to the Transaction. Responses contained in this
PDR apply only to the
Property identified by those parcels described above and to no others
pursuant to the Transaction. This Addendum is attached hereto and
made a part of PDR No. 02PDS1669
(Control/File # 318379) as of this reference and is subject to the
Terms,
Conditions, and Limitations on Liability contained herein. Exhibit E
Page 3 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 SCHEDULE A
NATURAL HAZARD DISCLOSURE SUMMARY SPECIAL FLOOD HAZARD AREA Isany portion of the Propertylocated within a Special Flood Hazard Area
(SFHA) according to the Public Record specified below as of the PDR Date? Yes
[   ] No [X ] Do not know /
information not available from local jurisdiction
[   ] Public Record: Official Flood Insurance Rate Maps (FIRM) compiled and issued
by FEMA pursuant to 42 United States Code §4001, et seq. Note: If the Property is subject to either a Letter of Map Amendment (LOMA)
or Letter of Map Revision (LOMR) issued by the Federal Emergency Management
Agency (FEMA), a copy of the LOMA or the LOMR must be attached to the Natural
Hazard Disclosure Statement (NHDS) or appropriate disclosure statement. The
Company is not always able to determine if the Property is subject to a LOMA or
a LOMR. Even if such information is available to the Company, the Company is
unable to attach a copy of the LOMA or LOMR to the NHDS. If Seller is aware
that the Property is subject to a LOMR or a LOMA, the Seller shall attach a
copy to the NHDS and notify the Company. AREA OF POTENTIAL FLOODING Isany portion of the Propertylocated within an Area of Potential Flooding
according to the Public Record specified below as of the PDR Date? Yes [X] No
[   ] Do not know / information not available from local
jurisdiction [   ] Public Record: Official dam inundation maps issued by the California Office of
Emergency Services (OES) pursuant to California Government Code §8589.5. VERY HIGH FIRE HAZARD SEVERITY ZONE Isany portion of the Propertylocated within a Very High Fire Hazard Severity
Zone according to the Public Record specified below as of the PDR Date? Yes
[   ] No [X] Public Record: Official maps issued by the California Department of Forestry
and Fire Protection (CDF) pursuant to California Government Code §51178. NOTE
Publicly available data provided by local agencies responsible for fire
prevention and suppression in this county pursuant to Government Code §§51179
and 65302(g) may be used to supplement CDF data. For more information, please
contact the Companys Customer Service Department. Exhibit E
Page 4 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 WILDLAND - STATE RESPONSIBILITY AREA Isany portion of the
Propertylocated within a Wildland - State Responsibility
Area according to the Public Record specified below as of the PDR Date? Yes [X] No [   ] Public Record: Official maps issued by the California Department of Forestry
and Fire Protection (CDF) pursuant to California Public Resources Code §4125. EARTHQUAKE FAULT ZONE Isany portion of the Propertylocated within an Earthquake Fault Zone
according to the Public Record specified below as of the PDR Date? Yes [X] No [   ] Public Record: Official earthquake fault zone or special study zone maps
approved by the State Geologist and issued by the California Department of
Conservation, California Geological Survey pursuant to California Public
Resources Code §2622. SEISMIC HAZARD ZONE Isany portion of the Propertylocated within a Seismic Hazard Zone (Area of
Potential Liquefaction) according to the Public Record specified below as of
the PDR Date? Yes [X] No
[   ] Maps not yet released by
state [   ] Isany portion of the Propertylocated within a Seismic Hazard Zone (Area of
Potential Landslide) according to the Public Record specified below as of the
PDR Date? Yes [X] No
[   ] Maps not yet released by state
[   ] Public Record: Official seismic hazard zone maps approved by the State
Geologist and issued by the California Department of Conservation, California
Geological Survey pursuant to California Public Resources Code §2696. Exhibit E
Page 5 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 SCHEDULE B
SUMMARY OR ADDITIONAL DISCLOSURES B-l.       Mello-Roos C.F.D. Act of 1982 & Improvement Bond Act of 1915
Assessments Is the Property (1) located within one or more Mello-Roos Community Facilities
District(s) as defined in California Government Code §53311 et seq. according
to the Public Record specified below as of the PDR Date and/or (2) subject to
one or more fixed lien assessment(s) collected in installments to secure bonds
issued pursuant to the Improvement Bond Act of 1915 as set forth in California
Streets and Highways Code §8500 et seq. according to the Public Record
specified below as of the PDR Date? [   ]
YES, the Property IS subject to one or more of the specified special
assessments. [X] NO,the Property IS NOTsubject to the specified special
assessments. Public Record:Latest equalized assessment roll for real property taxes for the
Property (Assessment Roll). IMPORTANT NOTE ON CURRENT AND FUTURE ASSESSMENTS The following information is provided to facilitate a good faith effort to
obtain information for the required disclosures. Company has made a good faith
effort to obtain information from available Public Records; however, some local
agencies have not made such Public Records available to Company. Company
recommends that each party review the statutory guidelines and Public Records
and obtain advice from an attorney if concerned about meeting the statutory
requirements. The information above is derived from the Assessment Roll as of the PDR Date.
Such information will NOT appear on the Assessment Roll if a district or
assessment (a) is in the process of being formed as of the PDR Date, (b) has
been stripped from the Assessment Roll as of the PDR Date due to delinquency,
or (c) has been stripped from or zeroed out from the Assessment Roll as of the
PDR Date as a result of judicial foreclosure 1, or an exemption granted to the
current property owner. For more information, please review a current
preliminary title report or title commitment for the Property for possible
additional assessment information that has been recorded in the official
records of the county where the Property is located. Buyer should ask the
Seller if he/she has received any notices of intent or has any information
regarding the formation of assessment districts or other assessments which may
affect the property.   1 As used herein, the term foreclosure refers to foreclosure due to
delinquent assessment liens or delinquent ad valorem property taxes.
 Exhibit E
Page 6 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 STATUTORY DISCLOSURE OBLIGATIONS California Civil Code §I 102.6(b) requires that a seller make a good
faith effort to obtain a disclosure notice (Notice of Special Tax)
concerning any special tax from the applicable local agency and to deliver
such Notice to the buyer. To promote compliance, California Government Code
§53340.2 and §53754 set forth a statutory form for this Notice and provide
that the legislative body levying the special tax shall designate an office,
department, or bureau of the local agency which shall set procedures to
promptly respond to inquiries regarding current and future estimated tax
liability. This Notice shall be furnished to an individual or an owner of
property subject to a special tax levied by the local agency within five (5)
working days of receiving a request for such Notice. The local agency may
charge a reasonable fee for this service not to exceed ten dollars ($10.00).
After a seller receives said Notice from the agency, said Notice must be
provided to the buyer. THE COMPANY DOES NOT OBTAIN SUCH NOTICE AS A PART OF
THIS PDR. MELLO-ROOS C.F.D. ACT OF 1982 & THE IMPROVEMENT BOND ACT OF 1915 California Civil Code § 1102.6(b) requires a Seller of real property to
make a good faith effort to obtain and to deliver to the Buyer a Notice of
Special Tax from each local agency which levies a special tax pursuant to: The Mello-Roos Community Facilities Act of 1982authorizes the
establishment of Mello-Roos Community Facilities District(s) (CFD), a
special taxing authority allowing certain local governmental entities to
finance certain designated public services and capital facilities including,
but not limited to, police and fire protection services, ambulance and
paramedic services, elementary and secondary schools, libraries, cultural
facilities, and museums. This special tax is a lien on the property. For more
details, please consult California Government Code §53311 et seq. The Improvement Bond Act of 1915authorizes the legislative body of any
city to issue special bonds to pay the cost of any work or improvement in any
of the streets, avenues, lanes, alleys, courts, places, or public ways of the
city, or in, over, or through any property or rights-of-way owned by the city
authorized by the Improvement Act of 1911 (Division 7 (commencing with
§5000)), or by the Municipal Improvement Act of 1913 (Division 12 (commencing
with §10000)), or to pay the cost of any other work or improvement charged and
assessed upon real property pursuant to any other law. For more details,
please consult Caifonia Streets and Highways Code §8500 et seq. B-2.         Former Ordnance Locations (California Civil Code §1102.15) As of the PDR Date, are there any Former Ordnance Locations within one (1) mile
Radius of the Property according to the Public Record specified below? [X]
    
    NO, the Property IS NOT located within a one (1) mile Radius of a
Former Ordnance Location according to the Public Record.[   ]
    
    YES, the Property IS located within a one (1) mile Radius of
Former Ordnance Location according to the Public Record as follows: Exhibit E
Page 7 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 Public Record:DERP-FUDS Projects in California Reports, Project
Information Retrieval System, United States Army Corps of Engineers
(USACE)
(http://pirs.mvr.usace.armv.mil/) supplemented by OE Project Fact Sheets -
California, USACE Engineering and Support Center, Huntsville, AL
(www.hnd.usace.army.mil/oew/factsbts/states/cafact) SCHEDULE B-2 DEFINITIONS AND REPORTING STANDARDS  This Schedule uses the following definitions in addition to those
specified in Section 1 of the Terms, Conditions and Limitations on
Liability: TERM
    
    DEFINITIONBoundary -Approximate
    
    The boundary of the specified Former
Ordnance Location is an
approximation only. Location map(s)
and legal description(s) in the
Public Record is not of adequate
scale or clarity to define a
distinct geographic boundary.Boundary -Defined
    
    The boundary of the specified Former
Ordnance Location set forth in the
location map(s) or legal
description(s) in the Public Record
is of adequate scale or clarity to
define a distinct geographic
boundary.Former Ordnance Locations
    
    Former state or federal ordnance
locations which have been identified
by an agency or instrumentality of
the federal or state government as
an area once used for military
training purposes which may contain
potentially explosive munitions.Radius
    
    A distance of one (1) mile in any
direction using the Property as the
origin.NOTE: The Property is mapped
as a geocoded pointbased on
information provided to the Company. Former
Ordnance Locations are mapped as
polygonsas represented in size,
shape, and position in the Public
Record. The Boundary of a Former
Ordnance Locations is factored into
the calculation of the Radius;
however, the physical boundary of
the Property is not. This Schedule uses the following Reporting Standards in addition to those
specified in Section 6 of the Terms, Conditions and Limitations on
Liability;  
    
    The following information is
NOT disclosed in this Schedule:  o
    
    Former Ordnance Locations listed in inventories of other states
or located in other states.o
    
    Properties currently operated or managed by the
Department of Defense (including Base Realignment and Closure projects, unless specifically identified
as eligible for investigation within the Public Record).  
    
    If the Public Record has
identified potential or confirmed ordnance presence on any
portionof a Former Ordnance Location, the entire site is so designated for purpose of
disclosure in this Schedule.
    
    Former Ordnance Locations consisting of multiple geographic locations are treated as a
single site in this Schedule.
    
    Former Ordnance Locations only include locations which were previously utilized for
military training purposes; however, the Public Record includes sites used for other
purposes.
    
    Privately operated sites such as gun ranges are not included in this Schedule. Exhibit E
Page 8 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 STATUTORY DISCLOSURE OBLIGATIONS AND DATA SOURCE California Civil Code §1102.15 requires the seller of residential real
property who has actual knowledge of any Former Ordnance Locations within the
neighborhood area (which is defined as being within one (1) mile of the
residential real property) to give written notice of that knowledge to buyer
as soon as practicable before transfer of title. The Formerly Utilized Defense Sites program was established to
coordinate environmental cleanup of properties formerly controlled by the
Department of Defense. In 1985, USACE assumed program management
responsibilities. One of the goals of risk assessment is to detect the
potential or confirmed presence of unexploded ordnance. At least a portion of
project sites identified in the Public Record have been determined to have
potential and/or confirmedordnance presence subject to this risk assessment.
Some of these project sites may be subject to further investigative and
clean-up action. For more information about a particular project, please
contact the Los Angeles or Sacramento office of the United States Army Corps
of Engineers. B-3.
    
    Airport Locations (California Civil Code §1102.17) As of the PDR Date, are there any Airports identified in the specified Public
Record located within a five (5) mile Radius of the Property? [X]
    
    NO,an Airport IS NOTlocated within a five (5) mile Radius of the
Property.[   ]
    
    YES,the following Airport(s) ISlocated within a five (5) mile Radius of
the Property: Public Record:Sectional Aeronautical Charts published by the United States
Department of Transportation, Federal Aviation Administration, National
Aeronautical Charting Office. SCHEDULE B-3 DEFINITIONS AND REPORTING STANDARDS This Schedule uses the following definitions in addition to those
specified in Section 1 of the Perms, Conditions and Limitations on Liability: TERM
    
    DEFINITIONAirport
    
    Defined in the specified Public Record as (1) Hard-surfaced
runways 1500 ft. to 8069 ft. in length; (2) Hard surfaced
runways greater than 8069 ft. in length or some multiple runways
less than 8069 ft. in length; or (3) Open dot within
hard-surfaced runway configuration indicates approximate VOR,
VOR-DME, or VORTAC location. The location of an Airport is based
on a polygon, the position of which is based on the approximate
location of that Airports runway(s), not upon the physical
property boundary of that Airport. Exhibit E
Page 9 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 TERM
    
    DEFINITIONRadius
    
    A distance of five (5) miles in any direction using the Property as the
origin. NOTE: The Property is mapped as a geocoded point based on information
provided to the Company. Airports are mapped as polygonsas represented in
size, shape, and position in the Public Record. The physical property
boundary of neither any Airport nor the Property is factored into the
calculation of the Radius. This Schedule uses the following Reporting Standards in addition to those
specified in Section 6 of the Terms, Conditions and Limitations on
Liability:  
    
    The following information is
NOT disclosed in this Schedule: o
Airports located outside California.  
    
    Airports defined in the Public Record as Other than hard-surfaced
runways (which may include dirt landing strips or roads).
    
    Airports identified in the Public
Record as Abandoned - paved having landmark
value, 3000 ft. or greater.
    
    Standard instrument departure routes, standard
terminal arrival routes, or airways which may be located within
the Radius. STATUTORY DISCLOSURE REQUIREMENTS California Civil Code § 1102.17 requires the seller of residential real
property who has actual knowledge that the property is affected by or zoned
to allow an industrial use described in §73la of the Code of Civil Procedure
to give written notice of that knowledge as soon as practicable before
transfer of title. California Code of Civil Procedure §731 (a) states: Whenever any city, city and county, or county shall have established zones or
districts under authority of law wherein certain manufacturing or commercial
or airport uses are expressly permitted, except in an action to abate a public
nuisance brought in the name of the people of the State of California, no
person or persons, firm or corporation shall be enjoined or restrained by the
injunctive process from the reasonable and necessary operation in any such
industrial or commercial zone or airport of any use expressly permitted
therein, nor shall such use be deemed a nuisance without evidence of the
employment of unnecessary and injurious methods of operation. Nothing in this
act shall be deemed to apply to the regulation and working hours of canneries,
fertilizing plants, refineries and other similar establishments whose
operation produce offensive odors.departments serving jurisdictions of
200,000 or more and many other local law enforcement authorities maintain for
public access a data base of the locations of persons required to register
pursuant to paragraph (1) of subdivision (a) of Section 290.4 of the Penal
Code. The data base is updated on a quarterly basis and a source of
information about the presence of these individuals in any neighborhood. The
Department of Justice also maintains a Sex Offender Identification Line
through which inquiries about individuals may be made. This is a 900
telephone service. Callersmusthave specific information about individuals
they are checking. Information regarding neighborhoods is not available
through the 900 telephone service. Exhibit E
Page 10 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 Additional Information: Megans Law does not require that the seller or
sellers agent to investigate or review the data base. However, this Notice
does notexempt a seller or sellers agent from complying with California
Civil Code Sections 1102 and 2079 which require disclosure of any fact
materially affecting the value and desirability of the Property. For more information regarding Megans Law, please visit the California
Office of the Attorney General, Department of Justice website at:
http://caag.state.ca.us/megan/index.htm. INFORMATION ON NATURAL HAZARD DISCLOSURE The following information is a summary of the most basic aspects of natural
hazard disclosure requirements as set forth by the Residential Natural Hazard
Disclosure Law. Please note that a property owner and his/her agent may still
be subject to additional disclosures required by other State laws or county,
city, or local ordinances. Residential Natural Hazard Disclosure Law The Residential Natural Hazard Disclosure Law (California Civil Code
§1103 et seq.) requires the location of residential real property (defined as
property containing 1-4 family dwelling units) in relation to six (6) natural
hazard zones/areas be disclosed to a transferee of such property. A
transferee is anyone acquiring an interest in residential real property
whether by sale, exchange, installment land contract, lease with option to
purchase, option to purchase, or ground lease coupled with the improvements.
Certain specific types of transactions set forth in Civil Code § 1103.1 are
exempt, such as transfers ordered by a probate court, etc. Other than the
excluded transactions, the specified disclosures are mandatory and can not be
waived. Any such waiver is void as against public policy. The disclosures are
to be made on the statutory form which is to be executed by the parties and
agents. The Residential Natural Hazard Disclosure Law states that the required
disclosures under this particular statute do not limit or abridge any
obligation for disclosure created by any other provision of law or that may
exist in order to avoid fraud, misrepresentation, or deceit in the transfer
transaction and shall not change the duty of a real estate-broker or
salesperson pursuant to Civil Code §2079. Neither the transferor nor his/her agent is responsible for any error,
inaccuracy, or omission of any information delivered pursuant to the law
provided that such error, inaccuracy, or omission was not within their
personal knowledge and was based on a report prepared by a licensed engineer,
land surveyor, geologist, or expert in natural hazard discovery dealing with
matters within the scope of the professionals license or expertise. In the
event that the information provided becomes inaccurate due to changes caused
by governmental action, map revisions, changed information, or other act of
occurrence, the inaccuracy is not a violation of the Residential Natural
Hazard Disclosure Law unless the transferor or agent has actual knowledge that
the information has become inaccurate. Any person who fails to perform any duty prescribed by any provision of
the Residential Natural Hazard Disclosure Law shall be liable in the amount of
actual damages suffered by the transferee. Exhibit E
Page 11 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 The Six Natural Hazard Zones/Areas  Californias Residential Natural Hazard Disclosure Law requires the
transferor (if acting alone) or the transferors agent to disclose to a
prospective transferee if any portion of residential real property is
located within any one of six designated natural hazard zones according to
maps issued by the appropriate governmental agency: Code Section (§)Natural Hazard
    
    Defining the Zone/Area1.
    
    SPECIAL FLOOD HAZARD AREA
    
    California
Government Code §8589.32.
    
    AREA OF POTENTIAL FLOODING
    
    California
Government Code §8589.4/.53.
    
    VERY HIGH FIRE HAZARD SEVERITY ZONE
    
    California Government Code §511784.
    
    WILDLAND -STATE RESPONSIBILITY AREA
    
    California Public
Resources Code §41255.
    
    EARTHQUAKE FAULT ZONE
    
    California Public
Resources Code §26226.
    
    SEISMIC HAZARD ZONE
    
    California Public Resources Code §2696 For more detailed information regarding these zones/areas, please see
the section below entitled The Six Natural Hazard Areas/Zones. Statutory Disclosure Form(s) The Residential Natural Hazard Disclosure Law specifies the required
disclosures are to be made pursuant to a specific form set forth in Civil
Code §1103.2(a). This form is commonly referred to the Natural Hazard
Disclosure Statement. This form is to be completed and executed by the
property transferor, the transferee, and their respective agents. Another
statutory form, Local Option Real Estate Transfer Disclosure Statement,
should be completed and executed by the same parties with respect to certain
disclosures if and when mandated by local ordinance. For more information, copies of applicable statutes may be obtained at your local law library
or on the Internet at http://www.leginfo.ca.gov/calaw.html. THE SIX NATURAL HAZARD AREAS/ZONES Special Flood Hazard Area (California Government Code §8589.3; 42 U.S.C. §4001
etseq.) Federal law requires the Federal Emergency Management Agency (FEMA) to
compile Flood Insurance Rate Maps (FIRM) identifying areas of potential
flooding from natural sources. Property located with a special flood hazard
area (SFHA), designated as any Zone A or V on such maps, is subject to
a one percent (1%) or greater chance of complete or partial flooding in any
given year. FEMA defines this type of flood as the base flood which is more
commonly known as a 100 year flood. A 100 year flood has a 26% chance of
occurring during any 30 year period. Exhibit E
Page 12 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821  
    
    Civil Code § 1103.2(c) states that a transferor or transferors agent MAY
mark No on the SFHA component of the NHDS if FEMA has issued a Letter of Map Amendment
(LOMA)confirming that the property is no longer within a SFHA, even if the FIRM
has not yet been updated. Seller must attach a copy of the LOMA to the NHDS.
    
    Civil Code § 1103.2(d) states that a transferor or transferors agent MUST
mark Yes on the SFHA component of the NHDS if FEMA has issued a Letter of Map Revision
(LOMR) confirming that the property is within a SFHA and the location of the LOMR
has been posted by appropriate local agencies, even if the FIRM has not yet been updated.
Seller must attach a copy of the LOMR to the NHDS.
    
    Federal law (42 United States Code 4001 et seq.) requires lienholders of
structures determined to be within a SFHA have adequate flood insurance coverage in
place from either (1) the National Flood Insurance Program (NFIP) which is administered by
the Federal Insurance Administration (FIA), or (2) any licensed property/casualty
insurance agent or any private insurance company that are writing flood insurance agreements
with the FIA. In communities that participate in the NFIP, federally insured or regulated
lenders require flood insurance for mortgages and other loans secured by structures located in a
SFHA.
    
    A parcel of property located outside a SFHA may still be subject to severe
flooding. FEMA reports that 20% to 25% of all flood insurance claims come from owners of
property located outside of a SFHA.
    
    In both NFIP and non-participating communities, a lender has the discretion
to require the purchase of flood insurance even if a property is not
located within a SFHA.
    
    For ways to protect a house from flooding, refer to FEMA Publication 312, Homeowners Guide to Retrofitting. For more information, please
contact FFMA or visit their official website at www.fema.Qov Area of Potential Flooding (California Government Code §8585.4/.5) Local governmental agencies, utilities, and owners of a designated dam
are required to prepare and submit inundation maps for review and approval by
the California Office of Emergency Services (OES). These maps show areas of
potential flooding in the event of sudden or total failure of any dam, failure
of which would result in death or personal injury; however, these maps do not
identify areas of potential flooding resulting from storms and other causes.
The OES is required to review and approve maps that have been prepared and
submitted to ensure that the maps meet all requirements before providing
approved copies to appropriate public safety agencies of any local
jurisdiction likely to be affected so that emergency procedures can be adopted
for the evacuation and control of populated areas.  
    
    OES has yet to review and submit approved maps for numerous dams to local
authorities.
    
    Dam inundation maps depict a best estimate of water flow in the event of
dam failure. Projected water flow is based on a scenario in which a full
reservoir completely empties itself and does not account for run-off from
other sources. These maps, most of which were created in the 1970s, do
not employ newer assumptions and map-making methods.
    
    A property located outside an area of potential flooding may still be
subject to severe
flooding from other causes. Exhibit E
Page 13 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 For more information, please contact the OES in Sacramento or visit their official websiteatwww.oes.ca.gov Very High Fire Hazard Severity Zone (California Government Code §51178) Designated by the Director of the California Department of Forestry and
Fire Protection (CDFFP), a Very High Fire Hazard Severity Zone (VHFHS
Zone) is defined as real property not deemed to be a state responsibility
pursuant to Public Resources Code §4125 et seq. Based on consistent statewide
criteria and the severity of the fire hazard expected to prevail, VHFHS Zones
are designated by fuel loading, slope, fire weather, and other factors.
Designation allows identification and implementation of measures to retard the
rate of spread and reduce the potential intensity of uncontrolled fires.  
    Government Code §51179 allows a local agency (defined as a city, county,
city and county, or district responsible for fire protection within a
VHFHS Zone), at its discretion, to make changes to the VHFHS Zone
boundaries that may not be reflected on maps released by the CDFFP. For
more information on this provision, please contact your local agency.
    
    Any person who owns, leases, controls, operates, or maintains any
occupied dwelling or occupied structure in, upon, or adjoining any land that is covered with
flammable material and located within a VHFHS Zone has certain statutory duties of property
maintenance. Please refer to Government Code §51182 et seq. for more information. For more information, contact
your local fire protection agency, the CDFFP, or visit the
official CDFFP website at www.fire.ca.gov Wildland - State Responsibility Area (California Public Resources Code §4125 et seq.) The State Board of Forestry classifies all lands within the State of
California based on factors such as cover, beneficial use of water from
watersheds, probable damage from erosion, and fire risks and hazards to
determine those areas for which the financial responsibility of fire
prevention and suppression is primarily the responsibility of the State. Fire
prevention and suppression in all areas which are not within a Wildland -
State Responsibility Area (WSRA) is primarily the responsibility of the
local or federal agencies, as applicable. For property located within a WSRA, a transferor must also disclose that:  1.
    
    there may be substantial forest fire risks and hazards;2.
    
    except for property located within
a county which has assumed responsibility for prevention and suppression of all fires (California Public Resources Code §4129), it is
NOT the states responsibility to provide fire protection services to any building or
structure located within wildlands unless the Department has entered into a cooperative agreement
with a local agency (California Public Resources Code §4142); and3.
    
    the property owner is subject to the imposition of fire mitigation
measures which may substantially impact and limit construction and remodeling of improvements
and landscaping (California Public Resources Code §4291). WSRAs include lands which are:  
    
    covered wholly or in part by forests or by trees producing or capable of
producing forest products. Exhibit E
Page 14 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821  
    
    covered wholly or in part by timber, brush, undergrowth, or grass,
whether of commercial value or not, which protect the soil from excessive erosion, retard runoff
of water or accelerate water percolation, if such lands are sources of water which is
available for irrigation or for domestic or industrial use.
    
    in areas principally used or useful for range or forage purposes and are
contiguous to the
lands described above. WSRAs do not include lands which are:  
    
    owned or controlled by the federal government or any agency of the federal
government.
    
    within the exterior boundaries of any city, except a city and county with
a population of less than 25,000 if, at the time the city and county government is established,
the county contains no municipal corporations.
    
    located within the State but do not come within any of the classes
specifically described as
being included. For more information, contact your local fire protection agency, contact the
CDFFP, or visit theofficial CDFFP website at www.dre.ca.gov Earthquake Fault Zone (California Public Resources Code §2622) The Alquist-Priolo Special Studies Zones Act of 1972, renamed the
Alquist-Priolo Earthquake Fault Zoning Act in 1994 (A-P Act), regulates
development and construction of buildings intended for human occupancy so as
to mitigate hazards associated with surface fault rupture and/or fault creep.
State law requires the disclosure of only active faults known to date and
delineated on Earthquake Fault Zone (EF Zone) (also know as Special Study
Zone) maps approved by the State Geologist. Active faults are classified by
the State Mining and Geology Board as those having surface displacement within
about the last 11,000 years. EF Zones vary in size, but average one-quarter
mile in width (i.e.,the typical zone boundaries are set back approximately
660 feet on either side of the fault trace)  
    
    California Public Resources Code §2624 allows cities and counties to
establish policies and criteria stricter than those set by the State respecting, but not limited to, permitting,
development, and mapping of EF Zones.
    
    A property that lies partially or entirely within a designated EF Zone may be subject to
requirements for site-specific geologic studies and mitigation before
any
new or additional construction may take place. If an active fault is found on a property,
structures generally will not be allowed to be constructed within 50 feet of the fault trace.
    
    Information on EF Zone maps is not a sufficient substitute for geologic
and geotechnical site investigations.
    
    The A-P Act applies to new or renewed construction and development
projects, including all divisions of land as well as most structures intended for human occupancy.
Certain types of structures and developments are excluded, and
exemptions may be granted, but
such an exclusion or exemption does not excuse or limit disclosure obligations. For more information, contact
the California Department of Conservation, California
Geological Survey in Sacrarnento, San Francisco, or Los Angeles, or visit their official
website at www. consrv. ca.gov Exhibit E
Page 15 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 Seismic Hazard Zone (California Public Resources Code §2696) The Seismic Hazards Mapping Act (SHM Act) requires the State Geologist to
map areas subject to seismic hazards such as strong ground shaking,
liquefaction, landslides, or other ground failure or other seismic hazards
caused by earthquakes. The location and severity of seismic hazards resulting
from earthquakes are based on technical evidence subject to debate among
specialists. An earthquake capable of causing liquefaction or triggering a
landslide may not uniformly affect all areas within a Seismic Hazard Zone (SH
Zone).  
    
    California Public Resources Code §2698 allows cities and counties to
establish policies and criteria stricter than those set by the State respecting, but not limited to, permitting,
development, and mapping of SH Zones.
    
    A property that lies partially or entirely within a designated SH Zone may be subject to
requirements for site-specific geologic studies and mitigation before any
new or additional construction may take place.
    
    Information on SH Zone maps is not a sufficient substitute for geologic
and geotechnical site investigations.
    
    Although property within a SH Zone should not be automatically excluded from
development, a SH Zone is an area where the potential for damage from
seismic hazards is great enough to make it prudent to conduct geologic investigations to
identify and mitigate hazards prior to development. For more information, contact the
California Department of Conservation, California
Geological Survey in Sacramento, San Francisco, or Los Angeles, or visit their official website
at www. consrv.ca.gov Exhibit E
Page 16 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 TERMS, CONDITIONS, AND LIMITATIONS ON LIABILITY SECTION 1. Definition of Terms TERM
    
    DEFINITIONBuyer
    
    The party acquiring the interest in the Property directly
from the Seller as a result of the Transaction (Original
Buyer). The term Buyer shall also be deemed to
include, as applicable, (a) anyone who receives the
Property as a result of the death of the Original Buyer
by operation of law, and (b) the trustee or successor
trustee of a trust in Which the Original Buyer is the
trustor/settlor to whom the Property is transferred by
the Original Buyer after the Effective Date.Company
    
    The Company as specified (with its address) on the
information Page of this PDR.Damages Limit
    
    The limitation on liability under this PDR as defined in
Section 7 (Limitation on Damages) below.Effective Date
    
    The date on which the Transaction is consummated.Information Page
    
    The first page of this PDR which (a) identifies the
Company; the PDR Date; and the Property; and (b) contains
the name a and address of who received this PDR.PDR
    
    This Property Disclosure Report (PDR) which consists of
(a) Information Page, (b) Schedule A (Natural Hazard
Disclosure
Summary), (c) Schedule B (Summary of Additional
Disclosures), (d) Information on Natural Hazard
Disclosures, and (e) these Terms, Conditions, and
Limitations on Liability.PDR Date
    
    The date specified on the Information Page as of which
the information in the PDR Summaries was obtained from
the Public Records.PDR Summaries
    
    Schedule A (Natural Hazard Disclosure Summary) and
Schedule B (Summary of Additional Disclosures), both
(of which contain information about the specified Risk
Elements for the Property as disclosed by the Public
Records as of the PDR Date in compliance with the
Reporting Standards.Property
    
    The real property identified on the Information Page
provided either (i) a residential structure consisting of
not more than four dwelling units is located on such real
property, or (ii) the real property is zoned as of the
PDR Date for residential use for not more than four dwelling units. The term Property does not include any
interests beyond the lines described or referred to on
the Information Page, nor any right, title, interest,
estate or easement in abutting streets, alleys, or other
rights of way, or water, watercourses, or waterways. The
term Property may consist of more than one legal parcel
if (1) each individual parcel is assigned an assessors
parcel number that is identified on the Information Page
or on an addendum to this PDR; (2) parcels are
contiguous; and (3) parcels are transferred between the
same Buyer and same Seller in the same Transaction. Exhibit E
Page 17 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 TERM
    
    DEFINITIONPublic Record(s)
    
    The records, data, or maps specified by the
applicable governmental agency and which are
publicly available as of the PDR Date and
specified in the PDR Summaries.Recipient
    
    The Seller, Buyer, and each of their
respective licensed real estate agents and
brokers involved in the Transaction. This
term does not include any third party.Reporting Standards
    
    The standards set forth in Section 6 below
which are used for the reporting of the Risk
Elements for the Property.Residential Natural Hazard
Disclosure Law
    
    California Civil Code § 1 103 et seq.Risk Element
    
    Each specified risk element disclosed by the
Public Records identified in the PDR
Summaries which was reported in accordance
with the Reporting Standards.Seller
    
    The owner of the Property interest involved
in the Transaction on the PDR Date.Transaction
    
    The transaction between the Seller and the
Buyer whereby on the Effective Date the
Buyer acquires an interest in the Property
as a result of the sale, exchange,
installment land contract, lease with option
to purchase, option to purchase, or ground
lease coupled with the improvements. SECTION 2. PDR Assurances and When the PDR is Effective. As of the PDR Date, this PDR accurately discloses the Risk Elements in
the PDR Summaries for the Property in compliance with the Reporting
Standards. This PDR shall be effective as of the Effective Date provided
that (1) the fee for this PDR has been paid to the Company, and (2) the
Transaction was consummated within three (3) months of the PDR Date. SECTION 3 This PDR is NOT an Insurance Policy. This PDR is NOT AN INSURANCE POLICY. THIS PDR IS NOT A SUBSTITUTE FOR
THE BUYER OBTAINING PROPERTY & CASUALTY INSURANCE POLICIES which will
provide coverage against losses incurred as a result of earthquakes, fires,
flooding, environmental hazards, or any other kind of risks associated with
the Property. If Recipient wishes to obtain insurance for physical risks to
the Property, various forms of coverage are available from private and
public sources, such as fire or environmental insurance through private
insurance carriers, flood insurance through the National Flood Insurance
Program, and earthquake insurance through the California Earthquake
Authority. SECTION 4. No Third-Party Reliance. This PDR may be relied upon only by the Recipient within the
limitations specified herein. This PDR may not be relied upon by any person
or entity other than Recipient without Exhibit E
Page 18 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 the express written consent of the Company. Recipient shall not take any action
that may induce a third party to rely on the information in this PDR. SECTION 5. Other Information Within the Knowledge of the Company. The recipient recognizes that while it is possible the Company may have
knowledge of other facts concerning the Property, the Company is under no duty
or responsibility to disclose such information to the Recipient. SECTION 6. PDR REPORTING STANDARDS. 6.1
    
    This PDR is a Public Records Disclosure Report ONLY. This PDR is a Public Records disclosure report designed to assist 1 he
Seller of the Property and the Sellers agent to comply with those disclosure
requirements as specified in the Residential Natural Hazard Disclosure Law and
other specified laws. This PDR (a) may not satisfy disclosure obligations
under other laws applicable to the transfer of the Property, and (b) does not
disclose the specific or actual condition or character of the Property. 6.2
    
    This PDR is NOT Based Upon an Inspection of the Property. This PDR is NOT based upon an inspection of the Property and should not
be used as a substitute for (1) appropriate inspection(s) conducted by a
qualified professional, (2) geologic, geotechnical, or other reports required
by governmental agencies, or (3) any other inspections or reports required by
applicable laws in connection with the transfer of residential real property. 6.3
    
    Maps Are NOT a Part of this PDR. Maps that may be attached to this PDR are provided as an accommodation
only and are NOT a part of this PDR. The locations of zones, areas, districts,
the Property, and other information depicted on any maps, are APPROXIMATIONS
ONLY. Recipient should rely only upon the reporting of the Risk Elements for
the Property as set forth in the PDR Summaries. 6.4
    
    Public Records Used as the Basis for this PDR-and Disclosure as to
the Property. This PDR was prepared based upon a review of ONLY those Public Records
specifically cited in the PDR Summaries. The Company makes no representation or
warranty regarding the accuracy, completeness, validity, reliability,
integrity, or accessibility of any Public Records used to prepare this PDR, nor
does the Company assume any responsibility for any other information provided
or not provided by the Seller, third parties or the Public Records. Exhibit E
Page 19 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 6.5
    
    The Public Records MAY Change After the PDR Date. From time to time the Public Records released and made publicly available
by appropriate authorities are modified and, therefore, information regarding
the location of the Property with respect to the Risk Element may change. The
Company has no obligation to advise Recipient(s) of a change in the Public
Records or to update the information in this PDR after the PDR Date. The
Residential Natural Hazard Disclosure Law states that a transferor or
transferors agent acting in compliance with California Civil Code § 1103.2 is
not required to notify to a transferee if the information provided
subsequently becomes inaccurate as a result of governmental action, map
revision, changed information, or other act of occurrence, unless the
transferor or agent has actual knowledge of the inaccuracy. 6.6
    
    NATURAL HAZARD DISCLOSURES.A.
    
    Property-Specific versus
Structure-Specific Reporting Standard. Californias Residential Natural Hazard Disclosure Law is
property-specific. Therefore, if any portion of the Property is located
within a specified natural hazard zone/area, then the entire Property is
regarded as being located in that zone/area. This is different from the
structure-specific standard for flood zone determinations under the National
Flood Insurance Program which only identifies if the structure or mobile home
on the Property is located within a special flood hazard area. B.
    
    Reporting of Risk Elements for Condominium Projects, Planned Unit
Developments, and Other Properties with Common or Undivided Interests. Because
Californias Residential Natural Hazard Disclosure Law requires
disclosure if any portion of the Property is located within a specified
natural hazard area/zone, Yes must be marked on the natural hazard
disclosure statement if any portion of such a condominium project, planned
unit development, or common area is located within a specified hazard
area/zone, even if the primary lot comprising the Property is not directly
affected by or located within the same hazard area/zone. C.
    
    Reporting of Risk Elements for Multiple, Parcel Transactions. A PDR may be issued for a Property with multiple legal parcels so long as
all parcels (1) are assigned a valid assessors parcel number that is
identified on the Information Page or on an addendum to this PDR; (2) are
contiguous; and (3) are transferred between the same Buyer and same Seller in
the same Transaction. Therefore, if one or more of said parcels constituting
the Property is located within a specified Risk Element, then all parcels
identified shall be considered to be affected by this Risk Element. D.
    
    Location of a Property Relative to a Specified Natural-Hazard Zone. The fact that the Property is located outside of a natural hazard
area/zone according to the Public Records does not necessarily mean that the
Property may not be subject to the effects of that natural hazard. Regardless
of the Propertys location with respect to a given natural hazard area/zone,
the potential risk associated with such a natural hazard should be assessed and Exhibit EPage 20 of 25    Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821  appropriate measures should be considered to minimize the impact of that
natural hazard on the Property. E.
    
    Specific Reporting Practices regarding the Risk Element
Information.  A. Special Flood Hazard Area (California Government Code §8589.3)Federal law established the Federal Emergency Management Agency (FEMA) to
compile Flood Insurance Rate Maps (FIRM) identifying areas of potential
flooding from natural sources. FIRMs specify certain zones and are
commonly used to determine requirements for flood insurance. Any type of
zone A or V is classified by FEMA as a special flood hazard area
(SFHA). Federal law mandates flood insurance if any part of the structure
is located within a SFHA. However, the Residential Natural Hazard
Disclosure Law mandates disclosure if any portion of the residential
property is located within a SFHA. Therefore, even though a property may
not be deemed to be located within a SFHA for federal flood insurance
purposes, it may be within a SFHA for disclosure purposes under the
Residential Natural Hazard Disclosure Law.If the Property has been (a) excluded from the applicable FIRM due to a
Letter of Map Revision (LOMR); or (b) included in the applicable FIRM due
to a Letter of Map Amendment (LOMA), and the LOMR or LOMA has been
provided to the Company, then this PDR will indicate the appropriate answer
on Schedule A (Natural Hazard Disclosure Summary). Please note:The
Company does not attach the LOMR or the LOMA to the statutory form. A copy
of the LOMR or LOMA must be attached to the statutory disclosure form by
the Seller or the Buyer must request that it be provided by the Seller.B. Area of Potential Flooding (California Government Code §8589.5)The California Office of Emergency
Services (OES) provides the official
maps with respect to areas of potential flooding under California
Government Code §8589.4 but has yet to review and submit approved maps for
numerous dams. Please note: (1) although dams may exist, if maps regarding
a specific dam are not a part of the OES information, then this PDR may not
reference all dams within an area of potential inundation for the Property;
(2) if a map in the OES records shows areas of potential flooding, whether
or not the map has been formally marked approved by the OES, the area is
reported in this PDR as being within a potential flood area; and (3)
although federal dams are not subject to state laws, the federal
authorities have voluntarily provided maps or information for some dams and
to the extent such information is part of the OES official records, the
information on those dams is reported in this PDR.C. Earthquake Fault Zone (California Public Resources Code §2622)Californias Residential Natural Hazard Disclosure Law requires the
disclosure of only those faults known to date that are classified as
active by the State Geologist and delineated on Earthquake Fault Zone or
Special Study Zone maps issued by the California Department of
Conservation, California Geological Survey (CGS, formerly known as
Division of Mines and Geology). However, such maps have only been created
and approved for a portion of California. Therefore, if there is no
official map for the area of the Property, the Earthquake Fault Zone
element of the Schedule A (Natural Hazard Disclosure Summary) will be
marked No.D. Seismic Hazard Zone (California Public Resources Code §2696)Californias Residential Natural Hazard Disclosure Law also requires the
disclosure of seismic hazard zones identified on official seismic hazard
zone maps issued by the CGS as Exhibit E
Page 21 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821  compiled by the State Geologist in compliance with California Public
Resources Code §2696. These maps identify areas of potential liquefaction
and areas of potential earthquake-induced landslides. Please note: (1)
because official seismic hazard zone maps are currently available only for
selected portions of the Bay Area and Southern California, the Seismic
Hazard Zone element of the Schedule A (Natural Hazard Disclosure
Summary) will be marked Maps Not Available for the Property if it is
located in an area for which there is no official map; and (2) currently
available official maps that include coastal communities do not identify
potential areas of tsunami or seiche. 6.7
    
    Additional Disclosures. Any
additional disclosures contained in the Schedule B are subject to the
Reporting Standards set forth in Schedule B with that specific disclosure. SECTION 7. Limitation on Damages
 PLEASE READ CAREFULLY. Recipient recognizes that the fee charged for this PDR is not of a
magnitude or in the nature of an insurance premium and does not cover the
potential liability associated with any such risks. Therefore, as part of
the consideration for this PDR, each Recipient understands and agrees to the
following damage limitations (Damages Limit):  (a)    the Companys liability to the Recipient shall only be for losses and
damages suffered by that Recipient which are a direct result of any material
error or omission contained in this PDR andshall be limited to the LESSER OF: (1) actual
provable damages measured by diminution in the fair market value or fair rental
value of the Property as of the Effective Date suffered by the Recipient as a result
of such error, or (2) the fair market value or fair rental value of the Property as of
Effective Date as established by the Transaction; and(b)     the Company shall not be liable for indirect, special, consequential,
multiple, exemplary, or punitive damages (including but not limited to, personal
injury, property damage, etc.) or other type of damage not listed and described in
subparagraph (a) of this provision. The Damages Limit shall apply to any and all claims, actions, or proceedings by
Recipient(s) regardless of whether (i) this PDR contains multiple errors or
omissions, (ii) the Property identified in this PDR consists of more than one
parcel, and/or (iii) there is more than one Recipient. In no event shall the
Company be liable for more than the Damages Limit on a cumulative basis for any
and all claims made by any or all Recipients under this PDR. Each Recipient
acknowledges that the Company shall have no responsibility or liability to the
Recipient for any matters known to the Recipient (including errors in
this PDR)
and not disclosed to all other Recipients and the Company in writing prior to
the Effective Date.The Companys obligations under this PDR shall not be
affected or reduced as to the Recipient who has no knowledge of any such
information which is not disclosed by another Recipient. The Company shall also
not be liable for loss or damages (a) incurred by reason of the delay Recipient
to file a claim to the extent that such delay prejudices the right of the
Company or increases the amount of damages; and (b) voluntarily assumed by the
Recipient in settling any claim or suit without the prior written consent of
the Company. The Company shall be Exhibit E
Page 22 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 subrogated to any and all rights that the Recipient may have against any other
person or entity (including any other Recipient) and such Recipient shall be
obligated to cooperate with the Company in pursuing such rights. SECTION 8. No Duty to Defend
Recipient. In the event of any omission or inaccuracy in this PDR, the Company shall
have NO DUTY TO DEFEND RECIPIENT or pay any costs or expenses incurred by a
Recipient in defense of a claim by reason of any omission or inaccuracy in
this PDR. Each Recipient acknowledges that Company has no obligation to defend
Recipient based upon California Civil Code §2778 or any other law. The Company
shall not be responsible or otherwise liable for any attorneys fees,
expenses, and costs incurred in connection with any lawsuit, action, or
proceeding based upon this PDR or a Recipients failure to comply with any
state or federal disclosure requirements. SECTION 9. Claims and Notices to the Company. All claims and notices shall be sent by Recipient as soon as practicable
to the Company, Attn.: Legal Department. All claims must be initiated in a
timely and efficient manner but, in no event, more than six (6) months after
the discovery by the Recipient of the alleged error, claim, breach, or
omission. Failure to make such claim within this period constitutes an
absolute bar to the institution of any proceeding. claim, or action against
the Company. SECTION 10. Arbitration. Unless prohibited by applicable law, either the Company or the Recipient
may require the other party to submit to binding arbitration pursuant to the
commercial arbitration rules of the American Arbitration Association.
Arbitrable matters may include, but are not limited to, any controversy or
claim between the Company and the Recipient arising out of or relating to this
PDR or arising from any service of the Company performed in connection with its
issuance of this PDR. Arbitration shall be governed by the commercial
arbitration rules in effect on the date the demand for arbitration is made and
the parties shall be entitled to discovery as permitted by applicable law.
Arbitration shall be binding. In no event shall the arbitration award (a)
exceed the Damages Limit (defined in Section 7 above), or (b) include
attorneys fees. Judgment upon the award rendered by the
arbitrator(s) may be
entered in any court having jurisdiction. California law shall apply to an
arbitration under this PDR. Under no circumstances shall the parties
arbitration rights constitute a waiver of, or diminish in any way, the Damages
Limit END OF TERMS, CONDITIONS,
AND LIMITATIONS ON LIABILITY.
END OF PDR. Exhibit E
Page 23 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 NATURAL HAZARD DISCLOSURE STATEMENT This statement applies to the following property: Property Address:
    
    SEE ADDENDUM, BREA CA 92821APN Number:
    
    SEE ADDENDUM The transferor and his or her agent(s) disclose the following information with
the knowledge that even though this is not a warranty, prospective transferees
may rely on this information in deciding whether and on what terms to purchase
the subject property. Transferor hereby authorizes any agent(s) representing
any principal(s) in this action to provide a copy of this statement to any
person or entity in connection with any actual or anticipated sale of the
property. The following are representations made by the transferor and his or
her agent(s) based on their knowledge and maps drawn by the state and federal
governments. This information is a disclosure and is not intended to be part
of any contract between the transferee and the transferor. THIS REAL PROPERTY
LIES WITHIN THE FOLLOWING HAZARDOUS AREA(S): A SPECIAL FLOOD HAZARD AREA(Any type Zone A or V) designated by the
Federal Emergency Management Agency. Yes[   ] No [X] Do not know and information not available from local
jurisdiction AN AREA OF POTENTIAL FLOODINGshown on a dam failure inundation map pursuant
to Section 8589.5 of the Government Code. Yes[  ] No [X] Do not know and information not available from local
jurisdiction A VERY HIGH FIRE HAZARD SEVERITY ZONEpursuant to Section 51178 or 51179 of the
Government Code. The owner of this property is subject to the maintenance
requirements of Section 51 182 of the Government Code. Yes[   ] No [X] A WILDLAND AREA THAT MAY CONTAIN SUBSTANTIAL FOREST FIRE RISKS AND HAZARDS
pursuant to Section 4125 of the Public Resources Code. The owner of this
property is subject to the maintenance requirements of Section 4291 of the
Public Resources Code. Additionally, it is not the states responsibility to
provide fire protection services to any building or structure located within
the wildlands unless the Department of Forestry and Fire Protection has
entered into a cooperative agreement with a local agency for those purposes
pursuant to Section 4142 of the Public Resources Code. Yes [X] No[   ] AN EARTHQUAKE FAULT ZONEpursuant to Section 2622 of the Public Resources Code. Yes [X] No [   ] Exhibit E
Page 24 of 25     Table of Contents  Property Address: SEE ADDENDUM BREA CA 92821 A SEISMIC HAZARD ZONEpursuant to Section 2696 of the Public Resources
Code. Yes [X] (Landslide Zone) Yes [X] (Liquefaction Zone) No [   ] Maps not yet released by state THESE HAZARDS MAY LIMIT YOUR ABILITY TO DEVELOP THE REAL PROPERTY, TO OBTAIN
INSURANCE, OR TO RECEIVE ASSISTANCE AFTER A DISASTER. THE MAPS ON WHICH THESE
DISCLOSURES ARE BASED ESTIMATE WHERE NATURAL HAZARDS EXIST. THEY ARE NOT
DEFINITIVE INDICATORS OF WHETHER OR NOT A PROPERTY WILL BE AFFECTED BY A
NATURAL DISASTER. TRANSFEREE(S) AND TRANSFERORS(S) MAY WISH TO OBTAIN
PROFESSIONAL ADVICE REGARDING THOSE HAZARDS AND OTHER HAZARDS THAT MAY AFFECT
THE PROPERTY. The representations made in this Natural Hazard Disclosure Statement and the
report are based upon information provided by a third party report as a substituted
disclosure pursuant to Californias Civil Code Section 1103.4. Neither the transferor nor the
transferors agent has (1) independently verified the information contained in this form and report, or
(2) is personally aware of any inaccuracies in the information
contained on the form. Transferor represents that the information herein is true and correct to the
best of the transferors knowledge as of the date signed by the transferor. Signature of Transferor
    
    Date Agent represents that the information herein is true and correct to the best
of the agents knowledge as of the date signed by the agent. Agent hereby
represents that he or she has received a copy of the Property Disclosure
Report (PDR No. 02PDS1669/Control No. 318379) issued by the Company. Signature of Agent
    
    Date Signature of Agent
    
    Date Transferee represents that he or she has read and understands this document
and has received a copy of the Property Disclosure Report (PDR No. 02PDS
1669/Control No. 318379) issued by the Company. Signature of Transferee
    
    Date Based on Public Record data as of the PDR Date: Monday, July 29, 2002 Escrow No: 2252674
 Exhibit E
Page 25 of 25     Table of Contents  EXHIBIT Fl List of Excluded Interests SPECIFICALLY EXCEPTED AND RESERVED from this Transaction are the
following described interests (hereinafter referred to as, the Excluded
Interests): (a) Any of Sellers economic analyses, pricing forecasts, legal opinions
or analyses, or information considered by Seller as confidential or protected
by Attorney-Client Privilege; (b) All rights and claims arising, occurring, or existing in favor of
Seller prior to the Effective Date including, but not limited to, any and all contract
rights, adjustments, mispayments, erroneous payments, personal injury, property damage, royalty
or other rights and claims of any nature in favor of Seller relating to any time period prior
to the Effective Date; (c) All corporate, financial, and tax records of Seller; however, Buyer
shall be entitled to receive copies of any financial and tax records which directly
relate to the Property Interests, or which are necessary for Buyers ownership, administration,
or operation of the Property Interests; (d) All rights, titles, claims and interests of Seller related to the
Property Interests for all periods prior to the Effective Date, subject to Section
3.2.4 in the Agreement and to any other contrary provisions of the Agreement: (i) under any policy
or agreement of insurance or indemnity, (ii) under any bond, or (iii) to any insurance or
condemnation proceeds or awards; (e) All hydrocarbons produced from or attributable to the Property
Interests with respect to all periods prior to the Effective Date together with all
proceeds from or of such hydrocarbons; (f) Claims of Seller for refund of or loss carry forwards with respect to
(i) production, windfall profit, severance, ad valorem or any other taxes
attributable to the Property Interests for any period prior to the Effective Date, and (ii) income or
franchise taxes attributable to the Property Interests for any period prior to the Effective Date; (g) All amounts due or payable to Seller as adjustments or refunds under
any contracts or agreements affecting the Property Interests for all periods
prior to the Effective Date; (h) All amounts due or payable to Seller as adjustments to insurance
premiums related to the Property Interests for all periods prior to the
Effective Date; (i) Subject to the terms of the Agreement, all monies, proceeds,
benefits, receipts, credits, income or revenues (and any security or other
deposits made) attributable to the Property Interests prior to the Effective
Date; (j) All of Sellers patents, trade secrets, copyrights, names,
marks and logos; 1    Table of Contents  (k) All
of SellerEmission Reduction Credits, as defined in the
California Health and Safety Code, except as to those credits that apply to
the Property Interests; (l) All of Sellers right, title and interest in and to that Federal
Communications Commission license having a Call Sign of KMG618, said license
having an expiration date of March 8,  2005. (m) Any portion of the Property Interests which Seller is prohibited or
restricted in whole or in part, by any statute, law, ordinance, rule,
regulation, order or notice of any Governmental Agency or by any contractual
arrangement or agreement, from transferring, selling or conveying; and (n) Any and all of Sellers equipment presently being stored on the Land
or otherwise within the Brea Olinda field that relates to Sellers offshore
operations. (o) All
well samples and cores located in the buildings within Parcel 3
described on Exhibit A-l to the Agreement, and all those buildings located
within Parcel 3. (p) Real Estate and Surface Related Interests: 1. The Commercial Lease and Agreement between Nuevo Energy
Company, as Lessor, and Brea Green Recycling, Inc., as Lessee, dated
February 1, 1997. 2. The Letter Agreement between Haynes Apiaries and Union Oil
Company of California dated December 29, 1992, as amended. 3. The Easement Agreement for Storm Drain Improvement between
Nuevo Energy Company and Brea Olinda Venture L. L. C. dated November
3, 2000. 4. Letter Agreements dated March 19, 2001 and October 1, 2002, by
and between Deborah Linn Associates and Nuevo. 5. Contract dated February 8, 2001, by and between Culbertson,
Adams & Associates and Nuevo, as amended by letter dated July 16, 2002. 6. Proposal dated June 18, 2002, from Earth Consultants International
to Nuevo. 7. Professional Service Agreement dated April 17, 2001, by and
between The Keith Companies, Inc. and Nuevo. 8. Professional Services Agreement dated June 15, 1998, by and
between QST Environmental, Inc. and Nuevo, as amended February 27, 2002. (q) Additional Easements: 1. Stearns Rancho Company to UNOCAL dated December 14, 1896,
recorded on July 10, 1897 as Doc. #30/11.. 2    Table of Contents  2. Stearns Ranchos Company to Pacific Coast Oil Company dated May 12, 1902, recorded on June 25, 1902 as Doc. # 75/254. 3. UNOCAL to Brea Chemical, Inc. dated June 7, 1957, recorded
 June 10, 1957 as Doc. # 3936/324. 4.
Collier Carbon and Chemical Corp. to UNOCAL dated October 16,
1958, recorded November 3, 1958 as Doc. # 4470/10. 5.
UNOCAL to UNOCAL California Pipeline Co. dated September 25, 1995, recorded December 19, 1995 as Doc. # 19950565134. 6.
Nuevo to UNOCAL dated May 7, 1996, recorded May 21, 1996 as Doc. #19960254739. 7.Brea Canon Oil Company to General Petroleum Corporation dated May 1921. 3    Table of Contents  Exhibit F2 Retained Obligations Under Hover Agreement The following obligations found in Exhibit G2 to the Purchase and Sale
Agreement dated September 28, 2001, by and between Seller and Hover
development Company, Inc. (assigned to Brea Walden, LLC):  I.
    
    Well Abandonment Plan (WAP).II.
    
    Remedial Action Plan (RAP).III.
    
    Corridor Easement, Street Easement, Drainage Easement and other
Non-Exclusive
Easements (includes dismantling two (2) water tanks and relocation on
a temporary
basis one (1) water tank at the East Naranjal Tank Farm. The following obligations found in the Agreement Between Adjacent
Landowners
dated October 9, 2001, by and between Seller and Brea Walden, LLC:  I.
    
    Grant of Slope EasementsII.
    
    Grant of Retention Basin Easements (includes possible relocation of
oil field pipelines in Section 2.7 at Hovers expense up to $25,000).III.
    
    Spoils Export Easement (includes possible relocation of oil field
pipelines in Section 3.4 at Hovers expense up to $50,000).     Table of Contents  (EXCELLENCE INTEGRITY SERVICE LOGO)        
(EXCELLENCE INTEGRITY SERVICE LOGO)
    
    COUNTY OF ORANGE
HEALTH CARE AGENCY
REGULATORY HEALTH SERVICES
ENVIRONMENTAL HEALTH
    
    JULIETTE A.
POULSON, RN, MN
DIRECTORMIKE SPURGEON
DEPUTY AGENCY DIRECTOR
REGULATORY HEALTH SERVICESSTEVEN K. WONG, REHS, MPH
DIRECTOR
ENVIRONMENTAL HEALTH 
MAILING ADDRESS:
2009 EAST EDINGER AVENUE
SANTA ANA, CA 92705-4720
TELEPHONE: (714) 667-3800
FAX: (714) 972-0749E-MAIL enviranhealth@hca.co.orange.ca.u» February 3, 2004 David Leach
Nuevo Energy Company
1021 Main Street, Suite 2100
Houston, TX 77002  Subject:
    Completion of Remedial ExcavationsRe:
    Nuevo Energy Stearns PropertySump 36B, Pipeyard Area and Drainage 52601 Lambert RoadBrea, CA 92821OCHCA Case #99IC46 Dear Mr. Leach: This letter confirms the completion of remedial excavations at the
above-referenced locations. With the provision that the information
provided to this Agency was accurate and representative of existing
conditions, it is the position of this office that no further remedial
action is required for the three above-referenced sites at this time. This confirmation of completion is limited in scope. It is limited to
site conditions made known to this Agency under the above-referenced
case number. It is based on an evaluation of the health threat
presented by the inhalation, ingestion, or dermal absorption of the
residual contaminants. It is this Agencys understanding that the excavated soils from Sump
36B and Drainage 5 stockpiled on nearby locations within the Stearns
property are to be appropriately disposed of in accordance with the
approved remedial action plan and with the express approval of the
Santa Ana Regional Water Quality Control Board. Final site closure will
be considered upon demonstration of the successful completion of this
final phase of site remediation. Please be advised that this letter does not relieve you of any
liability under the California Health and Safety Code or Water Code
for past, present or future operations at the site. Nor does it
relieve you of the responsibility to clean up existing, additional or
previously unidentified conditions at the site, which cause or
threaten to cause pollution or nuisance or otherwise pose a     Table of Contents  David Leach
February 3, 2004
Page 2 of 2 threat to water quality or public health. It is the property owners
responsibility to notify this Agency of any changes in future contamination
findings. If you have any questions regarding this matter, please contact the
undersigned at (714) 667-3717. Sincerely, -s- Luis Lodrigueza
Luis Lodrigueza
Hazardous Waste Specialist
Hazardous Materials Mitigation Section
Environmental Health Division LL: cc:
    
    Ann Sturdivant, Santa Ana Regional Water Quality Control Board Anthony Marino, Tetra Tech, Incorporated IC: NuevoStearns:36B.pipeyard.drainage5\lal     Table of Contents  EXHIBIT F3 RETAINED OBLIGATIONS The following EIR Remediation (defined in Section 2.1.1.2 of
Exhibit I)
obligations:  
    
    Drainage Area 5
    
    Sump 36B
    
    Sump 211
    
    Dump Area 154
    
    East Naranjal Tank Farm  However, should the East
Naranjal Tank Farm not be demolished within ten
(10) years, this provision shall not apply as to
the East Naranjal Tank Farm.     Table of Contents  EXHIBIT G List of Rights of Way and Contracts Exhibit G     Table of Contents  Rights of Way and Contracts Easements,
Licenses, Rights-of-Way, etc. DateRecording
    
    
    
    Schedule 1.1 (c)
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s51956.28
    
    Agreement
    
    
    
    7/13/53 42131/15 OR
    
    Louise A. Weisel,
et al.51956.28A
    
    Amendment
    
    
    
    7/11/79 79-759179
DOC
    
    Mary Weisel Newton,
et al.51956.51
    
    ROW
    
    
    
    5/18/64 M1523/9
Torrens
    
    J. B. Hickey, et al.52024.224
    
    License
    
    
    
    8/11/69
    
    Southern California
Edison502
    
    ROW
    
    2/22/08
    
    39795
    
    Industrial Oil CO
    
    5
    
    60152538
    
    License
    
    11/9/23
    
    11/10/27 UNREC
    
    Associated Oil
    
    21ROW
    
    4/8/63
    
    4/19/63 6515/482
    
    Pacific Lighting
Gas Supply Co.
    
    7
    
    N/A (31.7)ROW
    
    2/13/65
    
    2/23/65 7422/249
    
    Pacific Lighting
Gas Supply Co.
    
    8
    
    3175254
    
    ROW
    
    
    
    5/17/2001 58/365
Deeds
    
    Brea Canon Oil CO.
    
    22
    
    6025254A
    
    ROW
    
    
    
    4/28/1930 382/44 OR
    
    Brea Canon Oil CO.
    
    23
    
    60252589
    
    ROW
    
    
    
    11/10/1927 104/65 OR
    
    Gaston A Bastanchury
    
    3052854
    
    ROW
    
    
    
    7/12/1928 172/314 OR
    
    Crown of the Valley
Oil Company
    
    34
    
    60952885
    
    Consent
    
    4/7/25
    
    4/7/25
    
    Shell Oil CO.
    
    35
    
    61052885.1
    
    License
    
    7/10/51
    
    7/11/55 UNREC
    
    Shell Oil CO.
    
    36
    
    61052956
    
    ROW
    
    
    
    2/13/1929 243/294 OR
    
    Crown of the Valley
Oil Company
    
    40
    
    61152956.1
    
    ROW
    
    
    
    4/13/1988 3030/34 OR
    
    Crown of the Valley
Oil Company
    
    41
    
    61152956.2
    
    Consent
    
    7/10/51
    
    7/10/51
    
    Shell Oil CO
    
    42
    
    61152980
    
    License
    
    4/7/25
    
    4/8/1929 UNREC
    
    W B Scott
Investment Company
    
    43
    
    61252980.1
    
    ROW
    
    
    
    4/28/1955 3047/183
OR
    
    W B Scott
Investment Company
    
    44
    
    612 Exhibit GPage 1 of 13    Table of Contents  DateRecording
    
    
    

    
    Schedule 1.1 (c)
    
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    

    Order #
    
    
    #s52980.2
    
    Consent
    
    7/10/51
    
    7/11/1955 UNREC
    
    Shell Oil CO.
    
    
    45
    
    
    61253486
    
    ROW
    
    
    
    3/16/32 547/78 OR
    
    Bernard Arroues,
Et ux
    
    
    465363
    
    ROW
    
    
    
    1/7/1900 49/49 Deeds
    
    Stearns Ranchos Co
    
    
    4753641.101
    
    Permit
    
    10/18/61
    
    22572
    
    Pacific Telephone &
Telegraph Company
    
    
    48
    
    
    61353641.113
    
    Permit
    
    3/8/72
    
    26366
    
    Pacific Telephone &
Telegraph Company
    
    
    50
    
    
    61353755
    
    Easement
    
    
    
    9/27/43 1215/34 OR
    
    Anaheim Union Water
Company
    
    
    5253755.2
    
    Mod.
    
    
    
    6/7/49 1855/8 OR
    
    Anaheim Union Water
Company
    
    
    5353755.3
    
    Mod.
    
    
    
    9/23/66 8057/221 OR
    
    Anaheim Union Water
Company
    
    
    5453755.4
    
    Easement
    
    
    
    1/7/71 9512/924 OR
    
    State of California
    
    
    5553755.5
    
    Easement
    
    
    
    11/18/71 9892/217 OR
    
    State of California
    
    
    5653755.6
    
    QC
    
    
    
    5/22/72 10136/654 OR
    
    UNOCAL
    
    
    5753755.7
    
    ROW
    
    
    
    9/26/72 10343/735 OR
    
    Anaheim Union Water
Company
    
    
    5853755.8
    
    Assignment
    
    
    
    11/29/72 10465/69 OR
    
    Continental Mobile
Housing, Inc.
    
    
    5953755.9
    
    QC
    
    
    
    11/1/73 10974/92 OR
    
    UNOCAL
    
    
    6054088.31
    
    License
    
    12/1/62
    
    22981
    
    Shell Oil CO.
    
    
    62
    
    
    61554186.3
    
    Replacement ROW
    
    
    
    9/25/72 10431/871 OR
    
    Meredith Co. Et al
    
    
    6354261.7
    
    ROW
    
    
    
    11/12/70 9458/915 OR
    
    Galy Construction
Corp
    
    
    6454287
    
    Deed
    
    
    
    8/16/43 1200/396 OR
    
    Everett M Reese,
ET UX
    
    
    6654326.2
    
    ROW
    
    
    
    7/24/47 1533/390 OR
    
    Hubert C. Ferry
    
    
    6754327.46
    
    License
    
    
    
    12/15/76
    
    General Telephone
Co.54339
    
    ROW
    
    
    
    3/2/43 1183/525 OR
    
    Tide Water
Associated Oil
Company
    
    
    69 Exhibit GPage 2 of 13    Table of Contents  DateRecording
    
    
    

    
    Schedule 1.1 (c)
    
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    

    Order#
    
    
    #s54342
    
    AGRMT
    
    2/17/39
    
    2/18/43 UNREC
    
    General Petroleum
    
    
    70
    
    
    61754344
    
    Easement
    
    4/1/39
    
    14336
    
    USA, Department
of WAR
    
    
    7154345
    
    ROW
    
    
    
    3/1/43 1148/489 OR
    
    Anaheim Union Water
Company
    
    
    7254368
    
    ROW
    
    
    
    8/11/44 1266/313 OR
    
    HM Bergen, ET AL
    
    
    7354480
    
    Deed
    
    
    
    1/5/46 283/496 OR
    
    Everett M Reese,
ET UX
    
    
    7454499
    
    ROW
    
    
    
    4/17/46 1424/3 OR
    
    Brea Homes Inc.
    
    
    7554507
    
    ROW
    
    
    
    1/23/11 195/212
Deeds
    
    Pacific Electric
Land C
    
    
    7654605
    
    License
    
    8/20/43
    
    15938
    
    Shell Oil
    
    
    77
    
    
    61854779
    
    ROW
    
    
    
    12/15/49 1945/23 OR
    
    M J Jackson
    
    
    7854779.1
    
    ROW
    
    
    
    4/2/47 1517/196 OR
    
    Brea Homes Inc.
    
    
    7954779.2
    
    ROW
    
    
    
    1/4/60 5044/483 OR
    
    M K Rivtcel
    
    
    8054779.3
    
    ROW
    
    
    
    4/2/47 1517/196 OR
    
    Brea Homes Inc.
    
    
    8154855
    
    ROW
    
    7/23/46
    
    17006
    
    Stem Realty Company
    
    
    8254855.4
    
    License
    
    9/21/61
    
    22545
    
    Stem Realty Company
    
    
    8355088
    
    ROW
    
    
    
    8/13/52 2369/185 OR
    
    City of Brea
    
    
    8455156
    
    ROW
    
    
    
    7/3/53 42131/30 OR
    
    W. R. Rowland Land
Co.55251
    
    ROW
    
    
    
    1/28/54 2659/60 OR
    
    Continental
Mausoleum Company
    
    
    85553.3
    
    ROW
    
    
    
    2/26/49 Unrecorded
    
    Tide Water
Associated Oil Co.55468
    
    ROW
    
    
    
    2/1/1955 3261/312 OR
    
    City of Fullerton
    
    
    8756267
    
    License
    
    3/29/53
    
    3-30-57 UNREC
    
    Tide Water
Associated Oil
Company
    
    
    8956365
    
    ROW
    
    6/21/55
    
    20261
    
    Roseglen
Construction Inc.
    
    
    9056627
    
    License
    
    7/5/71
    
    22467
    
    Humble Oil &
Refining
    
    
    93
    
    
    62056671
    
    Sales & Assign.
    
    
    
    4/19/63 6515/482 OR
    
    Pacific Lighting
Gas Supply Co.
    
    
    94
    
    
    621 Exhibit GPage 3 of 13    Table of Contents  DateRecording
    
    
    

    
    Schedule 1.1 (c)
    
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    

    Order#
    
    
    #s56672
    
    ROW
    
    
    
    3/24/37 872/421 OR
    
    Brea Canon Oil
    
    
    95
    
    
    62256673
    
    ROW
    
    
    
    10/16/40 1048/369 OR
    
    Brea Canon Oil
    
    
    96
    
    
    62356674
    
    ROW
    
    
    
    3/4/63 6451/794 OR
    
    Brea Canon Oil
    
    
    97
    
    
    62456712
    
    Easement
    
    
    
    4/21/64 7012/89 OR
    
    State of
California, Dept.
of Parks and
Recreation56712.1
    
    Amendment
    
    
    
    6/25/64 7104/498 OR
    
    State of
California, Dept.
of Parks and
Recreation56726.9
    
    Amendment of Lease
    
    
    
    5/1/95
    
    City of Huntington
Beach56764
    
    License
    
    
    
    3/19/65
    
    Southern California
Edison56806
    
    ROW
    
    
    
    5/26/65 7533/988 OR
    
    G. A. Ryness & V.K.
Smith Partners56807
    
    ROW
    
    
    
    3/23/65 7455/829 OR
    
    UNOCAL
    
    
    104
    
    
    62956916.1
    
    Permit
    
    8/10/62
    
    8/11/66 UNREC
    
    Orange County Flood
Control District
    
    
    10757030
    
    ROW
    
    
    
    1/29/66 8532/241 OR
    
    Loma Vista Memorial
Park
    
    
    10857136
    
    ROW
    
    
    
    5/26/69 8968/184 OR
    
    Sterling Homes
    
    
    109
    
    
    72557193
    
    ROW
    
    
    
    1/15/70 9194/391 OR
    
    Rancho Mesa
Fullerton
    
    
    11057241
    
    Easement
    
    
    
    9/30/70 451/102 OR
    
    State of California
    
    
    112
    
    
    63057349.1
    
    ROW
    
    
    
    5/11/93 10692/660 OR
    
    Albertsons Inc.
    
    
    11357353
    
    ROW
    
    
    
    7/27/72 10290/314 OR
    
    D V Home, ET AL
    
    
    11557354
    
    ROW
    
    
    
    7/20/72 10290/314 OR
    
    A A McLern, et ux
    
    
    11657438
    
    ROW
    
    
    
    6/20/74 11189/1214
OR
    
    David V. & Mary W.
Homme
    
    
    11857595
    
    ROW
    
    
    
    3/16/77 12106/802 OR
    
    Moreland Develop C
    
    
    12357595.1
    
    ROW
    
    
    
    6/8/77 12233/501 OR
    
    Moreland Develop C
    
    
    12457633.1
    
    ROW
    
    
    
    7/24/78 1269/1868 OR
    
    IPS, A General
Partnshp
    
    
    12557667
    
    ROW
    
    
    
    12/14/79 13437/789
OR
    
    Moreland Develop C
    
    
    12657696
    
    ROW
    
    
    
    10/2/75 11527/1604
OR
    
    Kaiser Aetna
    
    
    127 Exhibit GPage 4 of 13    Table of Contents  DateRecording
    
    
    

    
    Schedule 1.1 (c)
    
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    

    Order#
    
    
    #s57848
    
    Grant of Easement
    
    
    
    11/24/86 86/619178
OR
    
    Fairway Associates
    
    
    12957875
    
    AGRMT
    
    
    
    30888
    
    William Lyon C
    
    
    13157876.1
    
    ROW
    
    
    
    4/23/90 90/211415
DOC
    
    R D Battaglia
    
    
    13257879
    
    Encroach License
    
    10/9/84
    
    10/10/88 UNREC
    
    City of Fullerton
    
    
    13357879.2
    
    EXT. of License
    
    6/10/89
    
    6/11/93 UNREC
    
    City of Fullerton
    
    
    13457981
    
    ROW
    
    
    
    11/2/89 80-59276 DOC
    
    Sanitation, Inc.
    
    
    136
    
    
    50058049
    
    ROW
    
    
    
    1/25/93 93-054367
DOC
    
    Sanitation, Inc
    
    
    137
    
    
    50061407.2
    
    Easement
    
    
    
    3/27/63 6483/844 OR
    
    UNOCAL
    
    
    13861407.3
    
    Easement
    
    
    
    3/11/64 6958/820 OR
    
    UNOCAL
    
    
    13962528
    
    
    
    
    
    6/23/54 2755/502 OR
    
    UNOCAL
    
    
    14062606
    
    
    
    
    
    4/30/58 4263/530 OR
    
    UNOCAL
    
    
    14163219
    
    Easement
    
    
    
    2/26/60 5119/488 OR
    
    UNOCAL
    
    
    14263283.2
    
    Easement
    
    
    
    10/10/62 6279/75 OR
    
    UNOCAL
    
    
    14363510.1
    
    Easement
    
    
    
    6/22/64 7098/211 OR
    
    UNOCAL
    
    
    14468244.1
    
    Easement
    
    
    
    5/4/61 5712/97 OR
    
    UNOCAL
    
    
    14668809
    
    Consent
    
    
    
    6/23/27 60/371 OR
    
    UNOCAL
    
    
    149
    
    
    72968810
    
    Consent
    
    
    
    6/23/27 57/412 OR
    
    UNOCAL
    
    
    150
    
    
    73068853
    
    ROW
    
    
    
    8/24/45 1331/351 OR
    
    UNOCAL
    
    
    15168853.1
    
    ROAD DEED
    
    
    
    1/25/44 1232/308 OR
    
    UNOCAL
    
    
    15268853.2
    
    ROAD DEED
    
    
    
    11/12/48 1728/222 OR
    
    UNOCAL
    
    
    1537048.3(B)
    
    Deed
    
    
    
    8/18/64 7182/490 OR
    
    UNOCAL
    
    
    15470483(C)
    
    Deed
    
    
    
    8/18/64 7182/484 OR
    
    UNOCAL
    
    
    1557048.3(E)
    
    Mod.
    
    
    
    10/19/64 7264/496 OR
    
    UNOCAL
    
    
    1567048.3(F)
    
    Mod.
    
    
    
    10/19/64 7264/500 OR
    
    UNOCAL
    
    
    1577070.35
    
    Deed
    
    
    
    5/21/58 4291/396 OR
    
    UNOCAL
    
    
    159 Exhibit GPage 5 of 13    Table of Contents  DateRecording
    
    
    

    
    Schedule 1.1 (c)
    
    
    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    
    

    Order#
    
    
    #s7070.44
    
    ROW
    
    
    
    1/17/64 6886/922 OR
    
    UNOCAL
    
    
    1607070.45
    
    ROW
    
    
    
    12/31/63 6866/922 OR
    
    UNOCAL
    
    
    1617070.55
    
    Deed
    
    
    
    4/23/73 10657/211 OR
    
    UNOCAL
    
    
    1627070.57
    
    Deed
    
    
    
    10/31/73 10989/880
OR
    
    UNOCAL
    
    
    1637070.63
    
    Grant Deed
    
    
    
    4/1/75 11368/841
OR
    
    UNOCAL
    
    
    1657070.72
    
    Deed
    
    
    
    12/5/80 13861/1303
OR
    
    UNOCAL
    
    
    1667176.19
    
    Deed
    
    
    
    12/28/73 11044/678
OR
    
    UNOCAL
    
    
    1687176.2
    
    Deed
    
    
    
    11/15/47 1599/131 OR
    
    UNOCAL
    
    
    169XR7390-R1
    
    AGRMT
    
    8/28/51
    
    18868
    
    Shell Oil to West
Coast Refining
    
    
    172
    
    
    640XR7390-R11
    
    ROW
    
    10/11/56
    
    20739
    
    Chanslor-Western to
West Coast Refining
    
    
    173
    
    
    641XR7390-R11
    
    ROW
    
    8/25/55
    
    20326
    
    Shell Oil C to West
Coast Refining
    
    
    174
    
    
    642XR7390-R20
    
    License
    
    7/31/51
    
    18840
    
    UNOCAL
    
    
    177
    
    
    643XR7390-R5
    
    License
    
    3/27/26
    
    9583
    
    Pacific Electric
Railway
    
    
    185ROW
    
    
    
    5-15-97 Document
No.19970226200
    
    UNOCAL to NUEVO
    
    
    A
    
    
    666Deed
    
    8/9/98
    
    8-14-98 1998-0533265
    
    UNOCAL to NUEVO
    
    
    A
    
    
    736105919
    
    Deed
    
    12/20/98
    
    2-11-99 Doc. No.
105919
    
    CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
    
    
    A
    
    
    737105919
    
    Deed
    
    12/20/98
    
    2-11-99 Doc. No.
105919
    
    CALPAC REMEDIATION
CO & UNOCAL etal to
NUEVO
    
    
    A
    
    
    73719990774980
    
    Easement & Agreement
    
    
    
    11/5/1 999 Doc. No.
19990774980
    
    Unocal and Nuevo
    
    
    A
    
    
    40220020255188
    
    Easement Agree.
    
    4/11/97
    
    3/27/2002 -Document
# 20020255188
    
    VD/FULLERTON
91/AF X & Nuevo
    
    
    A
    
    
    403 Exhibit GPage 6 of 13    Table of Contents  DateRecording
    
    
    


    Schedule 1.1 (c)
    

    Green MapFile Number
    
    Document Type

    
    Dated
    
    Information
    
    Grantor
    


    Order#
    

    #s20020255188
    
    Accommodation Agrmt.
    
    11/19/96
    
    11/20/2000-UNRECORDED
    
    UNOCAL,
VD/FULLERTON
104/AF X & Nuevo
    
    A
    
    403.0120020365857
    
    Pipe Line &
Powerline
Maintenance
Easement Agrmt
    
    4/11/97
    
    5/1/02 Doc. No.
20020365857
    
    City of Fullerton,
Brietbum,
VD/FULLERTON 91/AF
X & Nuevo
    
    A
    
    403.157995
    
    Amended Easement
    
    7-20-1994
    
    Unrecorded
    
    Sec. of the Army to
NUEVO
    
    A
    
    404Easement
    
    1/15/51
    
    3/15/51 2158/495
    
    UNOCALPipeline PSA
    
    4/8/63
    
    4/19/63 6515/482
    
    Pacific Lighting
Gas Supply CompanyROW
    
    2/13/65
    
    2/23/65 7422/249
    
    Pacific Lighting
Gas Supply CompanyEasement
    
    8/23/88
    
    5/9/89 89-243784
    
    UNOCAL Franchises DateRecording
    
    
    
    
    
    
    
    Schedule l.l(c)
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Brea ROW List No.
    
    
    Order #
    
    
    #s922
    
    Franchise
    
    03/17/1993
    
    unrecorded
    
    Brea City Franchise
    
    
    4
    
    
    
    
    
    
    
    60099-0-119
    
    Franchise
    
    06/01/1999
    
    unrecorded
    
    Placentia City
Franchise
    
    
    4
    
    
    
    
    A
    
    
    700**57976
    
    Franchise
    
    06/18/1999
    
    unrecorded
    
    Orange County
    
    
    4
    
    
    
    
    A
    
    
    900.1 **This Franchise is partially assigned insofar and only insofar as it
pertains to the Richfield Gathering System. Contracts (1) The Crude Oil Purchase Agreement between Nuevo Energy Company
and Tosco Corp., d/b/a Tosco Refining Co., dated January 1, 2000; INSOFAR AND
ONLY INSOFAR AS IT APPLIES TO THE PROPERTY INTERESTS. (2) Electricity: The Automated Power Exchange Master Service and
Participation Agreement dated June 15, 2000 by and between Automated Power
Exchange, Inc. and Nuevo Energy Company; Exhibit GPage 7 of 13    Table of Contents  (3) The Indenture, as amended, by and between Union Oil Company of
California
and Columbia Oil Producing Company dated February 26, 1901; (4) The Surplus Produced Water Agreement between Nuevo Energy Company and
Aera Energy LLC dated December 11, 2001; (5) The Water Line Agreement between Union Oil Company of California and
Thompson Drilling Company dated March 29, 1988, as amended; (6) The Royalty-Free Oil and Gas Lease between Union Oil Company of
California (Lessor) and Nuevo Energy Company (Lessee) dated effective October
1, 1995; (7) The Propane Sales: Contract dated March 1, 2002 by and between Nuevo
and EOTT Energy Operating Limited Partnership. (8) Pipeline Easement Agreement dated September 13, 2002 by and between
Union Oil of California and Nuevo Energy Company. Gas Purchases, Gas Handling and Gas Sales Contracts  Gas Purchase, Gas Handling and Gas Sales ContractsAs of September 27, 2002, Nuevo is presently taking gas under the
following three contracts:  (i)
    
    Gas Handling and Disposal Agreement dated
effective August 1, 2000 by and between Aera Energy LLC and
Nuevo Energy Company.(ii)
    
    Gas Compression and Gathering Agreement dated
effective September 1, 2000 by and between Bridgemark
Corporation and Nuevo Energy Company.(iii)
    
    Gas Handling Agreement dated effective August
1, 1998 by and between Crimson Resource Management Corp. and
Torch Energy Marketing, Inc. (note the preferential right to
purchase gas at Section 6). The following contracts appear to be active as of September 27, 2002.
However, Nuevo is not presently taking gas under these contracts.  (iv)
    
    Gas Purchase Agreement dated effective July 1,
1989 by and between Brea Canon Oil Company and Union Oil
Company of California (predecessor-in-interest to Nuevo Energy
Company), as amended October 10, 1994.(v)
    
    Gas Purchase Agreement dated May 17, 1966 by and
between T&T Oil Company and Union Oil Company of California
(predecessor-in-interest to Nuevo Energy Company), as amended
July 12, 1994. Exhibit G 
Page 8 of 13
    Table of Contents  (vi)
    
    Gas Handling Agreement dated effective October
1, 1998 by and between Union Oil Company of California and
Torch Energy Marketing, Inc.(vii)
    
    Gas Handling Agreement dated effective February
1, 1994 by and between Saba Petroleum Inc. and Union Oil
Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended October 1, 1997.(viii)
    
    Gas Handling Agreement and Bill of Sale dated effective
December 29, 1992 by and between Plegel Oil Company and Union
Oil Company of California (predecessor-in-interest to Nuevo
Energy Company), as amended July 1, 1993.(ix)
    
    Gas Purchase Agreement dated effective August 1,
1998 by and between Texaco Producing Inc. and Union Oil of
California (predecessor-in-interest to Nuevo Energy Company),
as amended by letter dated July 8, 1993.(x)
    
    Gas Purchase Agreement dated effective August 1,
1989 by and between Santa Fe Energy Operating Partners, L.P.
and Union Oil Company of California (predecessor-in-interest
to Nuevo Energy Company), as amended April 20, 1994.  The following contract provides for selling gas.  (xi)
    
    Gas Purchase Contract dated effective August 1,
1998 by and between Torch Energy Marketing, Inc. (Seller)
and Crimson Resource Management Corp. (Buyer). Miscellaneous Service Contracts: (Immediately Follows) Exhibit G 
Page 9 of 13
    Table of Contents  MISCELLANEOUS
SERVICE
CONTRACTS VENDOR
    
    ADDRESS
    
    PHONE #
    
    ACCT.OR CUST.#
    
    TYPE OF SERVICEAllied Commercial Cleaning
    
    1775 E. Lincoln Ave., #104,
Anaheim, CA 92805
    
    714-284-1178
    
    
    
    
    
    Janitorial ServiceBrea Disposal
    
    1131 North Blue Gum St., Anaheim,
CA 92815
    
    714-238-3300
    
    
    104828
    
    
    Trash ServiceYosemite Waters
    
    601 W. Valencia Dr., Fullerton,
CA 92832
    
    714-870-4022
    
    
    133008
    
    
    Water & Cooler ServiceIonics
    
    7777 Industry Ave., Pico Rivera,
CA 90660
    
    562-942-2200
    
    
    46516
    
    
    R/O Water System RentalAramark
    
    P.O. Box 5206, Santa Ana, CA 92704
    
    714-545-4877
    
    
    2903002/2903000
    
    
    Mat & Rag ServicePraxair
    
    Dept. LA 21511, Pasadena, CA 91185
    
    800-229-4449
    
    
    OA338

    
    Cylinder RentalPraxair
    
    Dept. LA 2151 I.Pasadena, CA 91185
    
    800-229-4449
    
    
    CF812

    
    Cylinder RentalPraxair
    
    Dept. LA 21511, Pasadena, CA 91185
    
    800-229-4449
    
    
    BV665

    
    Cylinder RentalPraxair
    
    Dept. LA 21511, Pasadena, CA 91185
    
    800-229-4449
    
    
    OA341

    
    Cylinder RentalScott Specialty Gases
    
    6141 Easton Rd., Plumsteadville,
PA 18949
    
    215-766-8861
    
    
    83276900
    
    
    Cylinder RentalUnderground Service Alert
    
    P.O. Box 77070, Corona, CA 92877
    
    909-808-8100
    
    
    NUEVOBRE

    
    USA - Dig AlertsPortosan Company
    
    P.O. Box 6006, El Monte, CA 91734
    
    800-638-1233
    
    
    75261
    
    
    Septic Rental & DisposalKenneth R. Starr
    
    7701 11th St., Buena Park, Ca
    
    714-522-6550
    
    
    
    
    
    A/C & Refrigeration Maint.Schumann Communications
    
    731 South Highway 101 #1C, Solana
Beach, CA 92075
    
    858-794-0794
    
    
    E87129
    
    
    Answering ServiceCritco Flow Measurement
    
    P.O. Box 1639, Houston, TX 77251
    
    713-463-7773
    
    
    
    
    
    Gas Chart CalculationsFederl Express
    
    P.O. Box 1140, Dept. A, Memphis,
TN 38101
    
    800-622-1147
    
    
    2001-3867-8
    
    
    Courier ServiceAce Pump
    
    848-A W. Century, Santa Maria, CA 93455
    
    805-925-7570
    
    
    5500
    
    
    Bailer Rental
 Exhibit G


Page 10 of 13
    Table of Contents  VENDOR
    
    ADDRESS
    
    PHONE #
    
    ACCT. OR CUST.#
    
    TYPE OF SERVICECoast To Coast
    
    8 Vanderbilt, Irvine, Ca 92619
    
    949-457-7300
    
    S/N
 96010212,96010215,

EA621378&JE643420
    
    Fax & Copier Service
AgreementsSouthwest Environments
    
    P. O. Box 1741, Costa Mesa, CA 92628
    
    949-642-2257
    
    NV 
& 
RB
    
    Gardening ServiceUnited Parcel
    
    P. O. Box 894820, Los Angeles, Ca
90189
    
    800-811-1648
    
    
    X97774
    
    
    Courier ServiceSims Welding Supply
    
    18903 South Main St., Gardena, CA
90248
    
    310-327-6650
    
    
    274153001
    
    
    Cylinder RentalCulligan Water
    
    502 S. Lyon St., Santa Ana, CA 92701
    
    800-756-6300
    
    
    893425
    
    
    Soft Water ServiceCulligan Water
    
    502 S. Lyon St., Santa Ana, CA 92701
    
    800-756-6300
    
    
    893420
    
    
    Soft Water ServicePitney Bowes Credit Co.
    
    P. O. Box 856460, Louisville, TX
40285
    
    800-572-2624
    
    
    1749598
    
    
    Monthly Postage Equipment RentalPitney Bowes Inc.
    
    P.O. Box 856390, Louisville, TX 40285
    
    800-331-7641
    
    
    1642-0723-86-4
    
    
    Softguard Rate Protection PlanPitney Bowes Credit Co.
    
    P.O. Box 856390, Louisville, TX 40285
    
    800-331-7641
    
    
    1642-0723-86-4
    
    
    Yearly Equip. & Maint.
ServicesUTILITIESPacific Bell
    
    Payment Center, Van Nuys, Ca 91388
    
    800-750-2355
    
    714-257-1600-291-S-3182
    
    Phone ServicePacific Bell
    
    Payment Center, Van Nuys, Ca 91388
    
    800-750-2355
    
    714-529-2118-411-S-2182
    
    Phone ServiceCity of Brea
    
    1 Civic Center Circle, Brea, CA 92821
    
    714-990-7687
    
    
    22215551
    
    
    Fresh WaterCable & Wireless
    
    46020 Manekin Plaza, Sterling, VA 20166
    
    800-486-8686
    
    ECA8001224
    
    Long DistanceExpress Tel
    
    P. 31475, Salt Lake City, UT 84131
    
    800-748-4020
    
    
    4-17123-8
    
    
    Long DistanceSouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91771
    
    800-990-7788
    
    
    2-05-020-3389
    
    
    ElectricitySouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91772
    
    800-990-7789
    
    
    2-20-253-3527
    
    
    ElectricitySouthern California
Edison
    
    P. O. Box 600, Rosemead, Ca 91773
    
    800-990-7790
    
    
    3-020-0006-69
    
    
    Electricity
 Exhibit G 
Page 11 of 13
    Table of Contents  Permits and Plans for Brea Olinda Field:  
    
    South Coast Air Quality Management District Facility Permit ID#109198  Facility Description Covered in Permit Process 1: Crude Oil/Gas/Water SeparationTonner Canyon Tank FarmEast Naranjal Tank FarmCrude Oil/Gas/Water SeparationProcess 2: Natural Gas
Processing  Stearns Gas PlantField CompressionCompression UnitProcess UnitProcess Heating SystemRefrigeration UnitGlycol Regeneration and StabilizationOdorant system  Sales GasPropane Extraction SystemProcess 3: Internal Combustion EnginesProcess 4: Storage and LoadingProcess 5: Flare SystemProcess 6: Vapor Recovery and Drain SystemProcess 7: Fugitive Emission SourcesProcess 8: R219 Exempt Equipment Subject to a Source Specific RuleTitle V
  
    
    Industrial Wastewater Discharge Permit No. 2-1-181
     Permit good until December 31, 2002 at which time it needs to be renewed.
    
    Spill Prevention Control and Countermeasure Plan (SPCC) for Stearns Plant.
    
    Spill Prevention Control and Countermeasure Plan (SPCC) for Brea Olinda Field.
    
    Business Emergency Plan and Hazardous Materials Disclosure
 Brea Lease
    
    Miscellaneous Pressure Vessels located in the Field and Plant Permits
    
    Pending Permits for the H2S Scrubber and to move the East Naranjai Tank Farm. Exhibit G 
Page 12 of 13
    Table of Contents  
    
    Emergency Response Plans for the following systems:      East Coyote
Gas Gathering Pipeline      Richfield to East Coyote Gas Gathering
Pipeline     Sansinena Gas Gathering Pipeline Exhibit G 
Page 13 of 13
    Table of Contents  EXHIBIT G-l NON-EXCLUSIVE RIGHTS-OF-WAY AND CONTRACTS DateRecording
    
    
    
    Schedule 1.1 ( c )
    
    Green MapFile Number
    
    Document Type
    
    Dated
    
    Information
    
    Grantor
    
    Order #
    
    #s57534
    
    ASSIGN BILL
 OF SALE
    
    5/12/71
    
    5/13/75 
11410/1929
OR
    
    Waste Water

Disposal Company
    
    
    119
    
    
    
    50457862.2
    
    Easement Agree.
    
    
    
    8/7/89
 60/368 OR
    
    Kjaemer Imperial
Associates to
UNOCAL
    
    
    130
    
    
    
    50765186
    
    ROW
    
    10/14/92
    
    12/18/1996 Doc. No.
19960637286
    
    UNOCAL to NUEVO
    
    
    A
    
    
    
    506
 (1) Agreement between adjacent Landowners dated effective as of October
9, 2001 by and between Nuevo and Brea Walden, LLC. (2) Asset Purchase Agreement dated February 16, 1996 by and among
Union Oil Company of California, Union California Pipeline Company and Nuevo
Energy Company, to the
extent previously described in the Agreement at Section 5.32. (3) Acquisition and Settlement Agreement entered into as of July 23,
2002, by and
between Union Oil Company of California and Nuevo, together with all
subsequent agreements
required thereunder, insofar as such Acquisition and Settlement
Agreement pertains to the
Property Interests. (4) Acquisition Agreement entered into July 29, 2002, by and between
Union Oil
Company of California and Nuevo, together with all subsequent agreements
required thereunder,
insofar as such Acquisition Agreement pertains to the Property
Interests. (5) That certain Corridor Easement described in Item C and that
certain Street
Easement described in Item D in that certain Grant Deed dated October
3, 2001 by and between
Nuevo and Brea Walden, LLC, recorded October 9, 2001 as Instrument No.
20010710856 in the
Official Records of Orange County, California. 1
    Table of Contents  (6) Waste Water Line Agreements: WasteWaterCo.File
    
    
    
    DocumentDated
    
    Recorded
    
    No.
    
    Book/Page
    
    Number
    
    Doc. Type
    
    Grantor5/1/1974
    
    11/5/1974
    
    
    
    11280/1845
    
    
    3078
    
    
    Assign & Bill of
Sale
    
    Waste Water
Disposal Company10/1/1995
    
    4/10/1996
    
    
    
    
    
    Recorder No.

19960175928
    
    Deed & Bill of Sale
and Assign.
    
    Unocal11/2/1955
    
    3/8/1956
    
    U-ll
    
    3430/504
    
    Unocal File
No.61987.3-
Recorder
No. 35165
    
    ROW
    
    Unocal4/25/1956
    
    5/1/1956
    
    
    
    3493/528
    
    Unocal File
No.

61987.47
    
    Q.C. Deed
    
    Waste Water
Disposal Company10/15/1996
    
    
    
    
    
    
    
    Unocal File No.
65186
    
    ROW
    
    Unocal8/7/1989
    
    8/17/1989
    
    
    
    
    
    Recorder
No.
89-437991-
Unocal
File No.
 56862.2
    
    Easement Agreement
    
    Kraemer Imperial
Associates4/2/1971
    
    No
    
    U-13
    
    
    
    Unocal File No.
68869.3
    
    ROW
    
    Unocal5/10/1928
    
    No
    
    U-14
    
    
    
    
    
    
    
    ROW
    
    West Coast Oil Co.8/1/1978
    
    
    
    
    
    
    
    Unocal File
No.

57635  ROW Green
Map No. 
633
    
    ROW
    
    E.H. Associates
 2
    Table of Contents   EXHIBIT H Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02STEARNSStearns 9
    
    
    059-06952
    
    
    
    7/24/00
    
    
    
    7/9/01
    
    
    SIStearns 12
    
    
    059-06955
    
    
    
    6/4/00
    
    
    
    8/10/01
    
    
    ProdStearns 13
    
    
    059-06956
    
    
    
    1/26/01
    
    
    
    7/17/01
    
    
    ProdStearns 14
    
    
    059-06957
    
    
    
    11/8/00
    
    
    
    1/1/01
    
    
    SIStearns 15
    
    
    059-06958
    
    
    
    1/3/01
    
    
    
    3/8/01
    
    
    SIStearns 18
    
    
    059-06961
    
    
    
    8/1/01
    
    
    
    10/18/01
    
    
    SIStearns 21
    
    
    059-06964
    
    
    
    5/22/01
    
    
    
    7/15/01
    
    
    SIStearns 26
    
    
    059-06969
    
    
    
    9/25/02
    
    
    
    8/9/03
    
    
    SIStearns 27
    
    
    059-06970
    
    
    
    4/23/03
    
    
    
    7/10/03
    
    
    SIStearns 28
    
    
    059-06971
    
    
    
    7/18/03
    
    
    
    8/21/03
    
    
    SIStearns 29
    
    
    059-06972
    
    
    
    8/16/03
    
    
    
    10/22/03
    
    
    SIStearns 32RD
    
    
    Same
    
    
    
    5/2/57
    
    
    
    5/19/57
    
    
    ProdStearns 33
    
    
    059-07121
    
    
    
    8/15/06
    
    
    
    9/2/07
    
    
    SIStearns 34
    
    
    059-07122
    
    
    
    9/4/06
    
    
    
    3/2/08
    
    
    ProdStearns 36
    
    
    059-07124
    
    
    
    7/27/14
    
    
    
    8/22/14
    
    
    SIStearns 37
    
    
    059-07125
    
    
    
    7/23/07
    
    
    
    8/20/08
    
    
    ProdStearns 38
    
    
    059-07682
    
    
    
    9/23/08
    
    
    
    7/27/09
    
    
    SIStearns 39
    
    
    059-07683
    
    
    
    11/5/07
    
    
    
    5/19/09
    
    
    SIStearns 40
    
    
    059-07684
    
    
    
    4/23/08
    
    
    
    4/26/09
    
    
    SIStearns 45
    
    
    059-07689
    
    
    
    1/16/09
    
    
    
    11/1/56
    
    
    SIStearns 46
    
    
    059-07690
    
    
    
    2/22/09
    
    
    
    12/5/09
    
    
    ProdStearns 50
    
    
    059-07695
    
    
    
    8/20/09
    
    
    
    4/10/10
    
    
    SIStearns 51
    
    
    059-07696
    
    
    
    2/9/10
    
    
    
    4/23/12
    
    
    SIStearns 51A
    
    
    059-00931
    
    
    
    9/4/64
    
    
    
    9/17/64
    
    
    ProdStearns 52
    
    
    059-07697
    
    
    
    2/25/10
    
    
    
    2/15/13
    
    
    ProdStearns 52A
    
    
    059-00932
    
    
    
    7/13/64
    
    
    
    7/29/64
    
    
    SIStearns 53
    
    
    059-07698
    
    
    
    8/15/12
    
    
    
    1/28/14
    
    
    ProdStearns 54
    
    
    059-07699
    
    
    
    6/17/14
    
    
    
    12/17/15
    
    
    SIStearns 55
    
    
    059-07700
    
    
    
    3/30/18
    
    
    
    11/2/19
    
    
    SIStearns 55A
    
    
    059-00933
    
    
    
    6/1/63
    
    
    
    6/13/63
    
    
    SIStearns 57
    
    
    059-07702
    
    
    
    11/14/21
    
    
    
    5/11/21
    
    
    SIStearns 58
    
    
    059-07703
    
    
    
    10/14/20
    
    
    
    1/31/21
    
    
    ProdStearns 59
    
    
    059-07704
    
    
    
    6/9/20
    
    
    
    10/3/20
    
    
    Prod
 Exhibit H Page 1 of 14    Table of Contents   Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 60
    
    
    059-07705
    
    
    
    5/29/20
    
    
    
    11/25/20
    
    
    ProdStearns 61
    
    
    059- 07706
    
    
    
    6/16/20
    
    
    
    2/17/21
    
    
    RDStearns 61 RD
    
    
    Same
    
    
    
    9/7/20
    
    
    
    9/18/20
    
    
    SIStearns 62
    
    
    059-07707
    
    
    
    7/1/20
    
    
    
    9/30/20
    
    
    RDStearns 62RD
    
    
    Same
    
    
    
    6/2/48
    
    
    
    6/26/48
    
    
    SIStearns 63A
    
    
    059-07709
    
    
    
    3/21/49
    
    
    
    4/16/49
    
    
    ProdStearns 64
    
    
    059-07710
    
    
    
    12/20/20
    
    
    
    3/9/21
    
    
    ProdStearns 65A
    
    
    059-07713
    
    
    
    9/11/26
    
    
    
    12/30/26
    
    
    ProdStearns 66
    
    
    059-07712
    
    
    
    1/15/26
    
    
    
    8/31/26
    
    
    SIStearns 68
    
    
    059-07715
    
    
    
    4/22/26
    
    
    
    8/29/26
    
    
    SIStearns 69
    
    
    059-07716
    
    
    
    1/25/27
    
    
    
    9/27/27
    
    
    ProdStearns 71
    
    
    059-07718
    
    
    
    12/20/27
    
    
    
    7/8/28
    
    
    ProdStearns 72
    
    
    059-06831
    
    
    
    6/22/42
    
    
    
    7/16/42
    
    
    SIStearns 73
    
    
    059-06832
    
    
    
    8/8/42
    
    
    
    8/27/42
    
    
    SIStearns 74
    
    
    059-07719
    
    
    
    9/13/42
    
    
    
    10/9/42
    
    
    ProdStearns 75
    
    
    059-06833
    
    
    
    12/30/42
    
    
    
    3/12/43
    
    
    RDStearns 75RD
    
    
    Same
    
    
    
    10/11/93
    
    
    
    10/23/93
    
    
    ProdStearns 76
    
    
    059-06834
    
    
    
    1/28/43
    
    
    
    4/24/43
    
    
    SIStearns 77
    
    
    059-06835
    
    
    
    3/28/43
    
    
    
    5/3/43
    
    
    SIStearns 78
    
    
    059-06836
    
    
    
    5/30/43
    
    
    
    6/16/43
    
    
    InjectStearns 79
    
    
    059-06837
    
    
    
    4/4/57
    
    
    
    4/12/57
    
    
    ProdStearns 80
    
    
    059-06838
    
    
    
    11/25/46
    
    
    
    12/27/46
    
    
    ProdStearns 81
    
    
    059-06839
    
    
    
    5/31/44
    
    
    
    6/13/46
    
    
    RDStearns 81 RD
    
    
    Same
    
    
    
    12/10/63
    
    
    
    12/19/63
    
    
    ProdStearns 83
    
    
    059-06841
    
    
    
    8/21/43
    
    
    
    9/25/43
    
    
    ProdStearns 84
    
    
    059-06842
    
    
    
    12/23/43
    
    
    
    NC
    
    
    RDStearns 84RD
    
    
    Same
    
    
    
    N/A
    
    
    
    3/18/44
    
    
    SIStearns 85
    
    
    059-06843
    
    
    
    2/8/45
    
    
    
    7/14/45
    
    
    SIStearns 86
    
    
    059-06844
    
    
    
    5/26/44
    
    
    
    7/7/44
    
    
    ProdStearns 87
    
    
    059-06845
    
    
    
    6/23/44
    
    
    
    9/4/46
    
    
    ProdStearns 88
    
    
    059-06846
    
    
    
    6/11/44
    
    
    
    9/30/46
    
    
    ProdStearns 89
    
    
    059-00044
    
    
    
    10/4/46
    
    
    
    10/24/46
    
    
    ProdStearns 90
    
    
    059-06847
    
    
    
    12/5/60
    
    
    
    12/17/60
    
    
    ProdStearns 91
    
    
    059-06848
    
    
    
    10/28/46
    
    
    
    11/21/46
    
    
    ProdStearns 93
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 94
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    N.D.
 Exhibit H Page 2 of 14    Table of Contents  Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 95
    
    
    059-06849
    
    
    
    1/2/47
    
    
    
    1/12/47
    
    
    SIStearns 96
    
    
    059-06850
    
    
    
    12/18/46
    
    
    
    12/30/46
    
    
    SIStearns 97
    
    
    059-06855
    
    
    
    1/15/47
    
    
    
    1/23/47
    
    
    SIStearns 98
    
    
    059-06856
    
    
    
    11/8/46
    
    
    
    11/22/46
    
    
    SIStearns 99
    
    
    059-06857
    
    
    
    7/30/47
    
    
    
    8/17/47
    
    
    InjectStearns 100
    
    
    059-06858
    
    
    
    10/27/47
    
    
    
    11/23/47
    
    
    ProdStearns 101
    
    
    059-06859
    
    
    
    3/12/48
    
    
    
    4/9/48
    
    
    ProdStearns 102
    
    
    059-06860
    
    
    
    7/29/48
    
    
    
    8/27/48
    
    
    SIStearns 103
    
    
    059-07672
    
    
    
    9/21/47
    
    
    
    11/11/47
    
    
    SIStearns 104
    
    
    059-06861
    
    
    
    3/23/48
    
    
    
    4/16/48
    
    
    SIStearns 105
    
    
    059-06862
    
    
    
    12/10/47
    
    
    
    1/18/48
    
    
    SIStearns 106
    
    
    059-06863
    
    
    
    2/11/48
    
    
    
    4/3/48
    
    
    ProdStearns 107
    
    
    059-06864
    
    
    
    4/17/48
    
    
    
    5/21/48
    
    
    SIStearns 108
    
    
    059-06865
    
    
    
    5/27/48
    
    
    
    6/16/48
    
    
    ProdStearns 109
    
    
    059-06866
    
    
    
    3/29/49
    
    
    
    6/7/49
    
    
    SIStearns 110
    
    
    059-06867
    
    
    
    9/10/48
    
    
    
    10/12/48
    
    
    SIStearns 111
    
    
    059-06868
    
    
    
    10/30/48
    
    
    
    11/29/48
    
    
    ProdStearns 112
    
    
    059-06869
    
    
    
    10/24/48
    
    
    
    11/17/48
    
    
    ProdStearns 113
    
    
    059-07673
    
    
    
    12/12/48
    
    
    
    2/4/49
    
    
    ProdStearns 114
    
    
    059-06870
    
    
    
    12/12/48
    
    
    
    1/8/49
    
    
    ProdStearns 116
    
    
    059-06872
    
    
    
    6/4/49
    
    
    
    6/24/49
    
    
    ProdStearns 117
    
    
    059-06873
    
    
    
    7/4/49
    
    
    
    8/11/49
    
    
    SIStearns 118
    
    
    059-06874
    
    
    
    4/22/51
    
    
    
    5/19/51
    
    
    ProdStearns 119
    
    
    059-06875
    
    
    
    2/16/52
    
    
    
    3/20/52
    
    
    ProdStearns 120
    
    
    059-06901
    
    
    
    7/9/51
    
    
    
    8/5/51
    
    
    ProdStearns 121
    
    
    059-06902
    
    
    
    9/25/51
    
    
    
    10/19/51
    
    
    ProdStearns 122
    
    
    059-06903
    
    
    
    10/26/51
    
    
    
    11/10/51
    
    
    ProdStearns 123
    
    
    059-06904
    
    
    
    11/29/51
    
    
    
    1/10/52
    
    
    ProdStearns 124
    
    
    059-06905
    
    
    
    3/29/52
    
    
    
    4/27/52
    
    
    SIStearns 125
    
    
    059-06906
    
    
    
    4/29/52
    
    
    
    5/18/52
    
    
    SIStearns 127
    
    
    059-06908
    
    
    
    2/15/53
    
    
    
    3/10/53
    
    
    ProdStearns 128
    
    
    059-06909
    
    
    
    11/14/51
    
    
    
    11/24/51
    
    
    ProdStearns 129
    
    
    059-06876
    
    
    
    5/2/53
    
    
    
    5/25/53
    
    
    ProdStearns 130
    
    
    059-06877
    
    
    
    8/9/53
    
    
    
    9/5/53
    
    
    ProdStearns 131
    
    
    059-06878
    
    
    
    9/9/53
    
    
    
    9/14/53
    
    
    ProdStearns 132
    
    
    059-06879
    
    
    
    8/26/53
    
    
    
    9/9/53
    
    
    Prod
 Exhibit H
     Table of Contents   Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 133
    
    
    059-06880
    
    
    
    2/12/54
    
    
    
    2/20/54
    
    
    ProdStearns 134
    
    
    059-06881
    
    
    
    1/24/54
    
    
    
    2/11/54
    
    
    ProdStearns 135
    
    
    059-06882
    
    
    
    9/16/53
    
    
    
    9/26/53
    
    
    ProdStearns 136
    
    
    059-06883
    
    
    
    3/16/54
    
    
    
    3/25/54
    
    
    ProdStearns 137
    
    
    059-06884
    
    
    
    2/23/54
    
    
    
    3/11/54
    
    
    ProdStearns 138
    
    
    059-06885
    
    
    
    3/30/54
    
    
    
    4/28/54
    
    
    SIStearns 139
    
    
    059-06886
    
    
    
    11/6/56
    
    
    
    11/19/56
    
    
    ProdStearns 140 OH
    
    
    059-06887
    
    
    
    11/26/56
    
    
    
    NC
    
    
    RDStearns 140RD1
    
    
    Same
    
    
    
    N/A
    
    
    
    NC
    
    
    RDStearns 140RD2
    
    
    Same
    
    
    
    1/10/57
    
    
    
    1/14/57
    
    
    SIStearns 141
    
    
    059-06888
    
    
    
    12/7/54
    
    
    
    12/24/54
    
    
    InjectStearns 142
    
    
    059-06889
    
    
    
    12/28/54
    
    
    
    1/14/55
    
    
    ProdStearns 143
    
    
    059-06890
    
    
    
    1/16/55
    
    
    
    1/23/55
    
    
    SIStearns 144
    
    
    059-06891
    
    
    
    10/18/56
    
    
    
    10/31/56
    
    
    ProdStearns 145
    
    
    059-06892
    
    
    
    2/14/57
    
    
    
    2/23/57
    
    
    SIStearns 146
    
    
    059-06893
    
    
    
    3/7/57
    
    
    
    3/17/57
    
    
    SIStearns 147
    
    
    059-06894
    
    
    
    3/23/57
    
    
    
    3/30/57
    
    
    ProdStearns 148
    
    
    059-06895
    
    
    
    10/6/57
    
    
    
    10/11/57
    
    
    SIStearns 149
    
    
    059-06896
    
    
    
    1/16/57
    
    
    
    2/9/57
    
    
    ProdStearns 150
    
    
    059-06897
    
    
    
    4/18/57
    
    
    
    4/30/57
    
    
    ProdStearns 151
    
    
    059-06898
    
    
    
    10/29/57
    
    
    
    11/9/57
    
    
    ProdStearns 152
    
    
    059-06899
    
    
    
    5/19/57
    
    
    
    5/27/57
    
    
    SIStearns 153
    
    
    059-06900
    
    
    
    6/23/57
    
    
    
    6/30/57
    
    
    ProdStearns 154
    
    
    059-06910
    
    
    
    6/13/57
    
    
    
    6/20/57
    
    
    ProdStearns 155
    
    
    059-06911
    
    
    
    5/31/57
    
    
    
    6/12/57
    
    
    ProdStearns 156
    
    
    059-06912
    
    
    
    7/22/57
    
    
    
    8/1/57
    
    
    ProdStearns 157
    
    
    059-06913
    
    
    
    7/5/57
    
    
    
    7/17/57
    
    
    SIStearns 158
    
    
    059-06914
    
    
    
    8/24/57
    
    
    
    9/3/57
    
    
    SIStearns 159
    
    
    059-06915
    
    
    
    9/8/57
    
    
    
    9/18/57
    
    
    ProdStearns 160
    
    
    059-06916
    
    
    
    9/20/57
    
    
    
    10/8/57
    
    
    ProdStearns 161
    
    
    059-06917
    
    
    
    8/6/57
    
    
    
    8/22/57
    
    
    ProdStearns 162 OH
    
    
    059-00934
    
    
    
    11/10/57
    
    
    
    11/19/57
    
    
    RDStearns 162RD
    
    
    Same
    
    
    
    9/17/64
    
    
    
    10/1/64
    
    
    SIStearns 163
    
    
    059-06918
    
    
    
    10/16/57
    
    
    
    10/24/57
    
    
    ProdStearns 164
    
    
    059-06919
    
    
    
    3/8/60
    
    
    
    3/16/60
    
    
    ProdStearns 165
    
    
    059-06920
    
    
    
    3/21/60
    
    
    
    4/2/60
    
    
    Prod
 Exhibit H Page 4 of 14    Table of Contents  Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 166
    
    059-06921
    
    
    5/16/60
    
    
    
    5/24/60
    
    
    ProdStearns 167
    
    059-06922
    
    
    11/21/57
    
    
    
    11/29/57
    
    
    ProdStearns 168
    
    059-06923
    
    
    2/20/60
    
    
    
    3/2/60
    
    
    InjectStearns 169
    
    059-06924
    
    
    12/12/57
    
    
    
    1/12/58
    
    
    ProdStearns 170
    
    059-06925
    
    
    6/13/60
    
    
    
    6/28/60
    
    
    ProdStearns 171
    
    059-06926
    
    
    12/19/60
    
    
    
    12/29/60
    
    
    ProdStearns 172
    
    059-06927
    
    
    5/2/60
    
    
    
    5/12/60
    
    
    ProdStearns 173
    
    059-06928
    
    
    5/28/60
    
    
    
    6/12/60
    
    
    ProdStearns 174
    
    059-06929
    
    
    4/6/60
    
    
    
    4/26/60
    
    
    ProdStearns 175
    
    059-06930
    
    
    2/26/60
    
    
    
    4/24/60
    
    
    ProdStearns 176
    
    059-06931
    
    
    7/5/60
    
    
    
    7/27/60
    
    
    ProdStearns 177
    
    059-06932
    
    
    8/1/60
    
    
    
    8/23/60
    
    
    ProdStearns 178
    
    059-06933
    
    
    8/24/60
    
    
    
    9/5/60
    
    
    ProdStearns 179
    
    059-06934
    
    
    1/10/61
    
    
    
    1/23/61
    
    
    ProdStearns 180
    
    059-06935
    
    
    9/6/60
    
    
    
    9/20/60
    
    
    ProdStearns 181
    
    059-06936
    
    
    11/1/60
    
    
    
    11/13/60
    
    
    ProdStearns 182
    
    059-06937
    
    
    10/18/60
    
    
    
    10/31/60
    
    
    ProdStearns 183
    
    059-06938
    
    
    10/6/60
    
    
    
    10/17/60
    
    
    ProdStearns 184
    
    059-06939
    
    
    9/23/60
    
    
    
    10/5/60
    
    
    ProdStearns 185
    
    059-06940
    
    
    8/6/60
    
    
    
    9/1/60
    
    
    ProdStearns 186
    
    059-06941
    
    
    2/21/61
    
    
    
    3/7/61
    
    
    ProdStearns 187 OH
    
    059-06942
    
    
    3/13/61
    
    
    
    3/24/61
    
    
    N/AStearns 187RD
    
    Same
    
    
    3/25/61
    
    
    
    4/5/61
    
    
    SIStearns 188
    
    059-06943
    
    
    12/30/60
    
    
    
    1/9/61
    
    
    ProdStearns 189
    
    059-06944
    
    
    12/25/63
    
    
    
    1/9/64
    
    
    ProdStearns 190
    
    059-06945
    
    
    11/19/63
    
    
    
    12/2/63
    
    
    ProdStearns 191
    
    059-06946
    
    
    1/30/61
    
    
    
    2/20/61
    
    
    ProdStearns 192
    
    059-06947
    
    
    10/14/61
    
    
    
    11/3/61
    
    
    ProdStearns 193 OH
    
    059-06948
    
    
    11/14/60
    
    
    
    12/4/60
    
    
    RDStearns 193RD
    
    Same
    
    
    7/28/73
    
    
    
    8/7/73
    
    
    SIStearns 194
    
    059-06949
    
    
    4/13/61
    
    
    
    5/6/61
    
    
    ProdStearns 195
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 196
    
    059-06950
    
    
    1/2/62
    
    
    
    1/15/62
    
    
    ProdStearns 197
    
    059-07674
    
    
    3/7/64
    
    
    
    3/15/64
    
    
    SIStearns 198
    
    059-07675
    
    
    7/1/63
    
    
    
    7/21/63
    
    
    ProdStearns 199
    
    059-07853
    
    
    10/12/63
    
    
    
    10/27/63
    
    
    SI
 Exhibit H Page 5 of 14
    Table of Contents  Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 200
    
    059-00926
    
    
    12/6/63
    
    
    
    12/17/63
    
    
    SIStearns 201
    
    059-07676
    
    
    10/28/63
    
    
    
    11/11/63
    
    
    SIStearns 202
    
    059-07852
    
    
    11/14/64
    
    
    
    1/5/65
    
    
    SIStearns 203
    
    059-07677
    
    
    1/10/64
    
    
    
    2/2/64
    
    
    ProdStearns 204
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 205
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 206
    
    059-07678
    
    
    6/13/64
    
    
    
    7/1/64
    
    
    ProdStearns 207
    
    059-00935
    
    
    3/16/64
    
    
    
    4/3/64
    
    
    ProdStearns 208
    
    059-07114
    
    
    8/8/64
    
    
    
    9/2/64
    
    
    ProdStearns 209
    
    059-07115
    
    
    10/2/64
    
    
    
    10/22/64
    
    
    ProdStearns 210
    
    059-00936
    
    
    11/11/64
    
    
    
    11/26/64
    
    
    ProdStearns 211
    
    059-07116
    
    
    12/24/63
    
    
    
    1/27/64
    
    
    ProdStearns 212
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 213
    
    059-07117
    
    
    7/30/64
    
    
    
    9/12/64
    
    
    ProdStearns 214
    
    059-07118
    
    
    11/28/64
    
    
    
    12/19/64
    
    
    SIStearns 215
    
    059-07119
    
    
    12/21/64
    
    
    
    1/15/65
    
    
    ProdStearns 216
    
    059-00045
    
    
    5/13/65
    
    
    
    5/23/65
    
    
    SIStearns 217 OH
    
    059-00937
    
    
    5/1/65
    
    
    
    5/13/65
    
    
    RDStearns 217RD1
    
    Same
    
    
    1/17/73
    
    
    
    1/25/73
    
    
    RDStearns 217RD2
    
    Same
    
    
    11/21/88
    
    
    
    12/10/88
    
    
    ProdStearns 218
    
    059-07120
    
    
    4/6/65
    
    
    
    5/1/65
    
    
    ProdStearns 219
    
    059-00046
    
    
    12/13/66
    
    
    
    1/6/67
    
    
    SIStearns 220
    
    059-20072
    
    
    10/7/67
    
    
    
    10/21/67
    
    
    ProdStearns 221
    
    059-20073
    
    
    7/25/67
    
    
    
    8/8/67
    
    
    ProdStearns 222
    
    059-20080
    
    
    8/8/67
    
    
    
    8/18/67
    
    
    ProdStearns 223
    
    059-20081
    
    
    8/19/67
    
    
    
    8/30/67
    
    
    ProdStearns 224
    
    059-20088
    
    
    9/1/67
    
    
    
    9/12/67
    
    
    ProdStearns 225
    
    059-20107
    
    
    10/24/67
    
    
    
    11/4/67
    
    
    ProdStearns 226
    
    059-20133
    
    
    2/21/68
    
    
    
    3/5/68
    
    
    ProdStearns 227
    
    059-20134
    
    
    12/21/68
    
    
    
    1/7/69
    
    
    ProdStearns 228
    
    059-20135
    
    
    3/6/68
    
    
    
    3/21/68
    
    
    ProdStearns 229
    
    059-20136
    
    
    4/8/68
    
    
    
    4/23/68
    
    
    ProdStearns 230
    
    059-20275
    
    
    9/16/69
    
    
    
    10/14/69
    
    
    ProdStearns 231
    
    059-20276
    
    
    1/31/69
    
    
    
    2/16/69
    
    
    ProdStearns 232
    
    059-20277
    
    
    11/3/69
    
    
    
    12/9/69
    
    
    ProdStearns 233
    
    059-20274
    
    
    1/7/69
    
    
    
    1/28/69
    
    
    Prod
 Exhibit H Page 6 of 14
    Table of Contents  Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 234
    
    059-20160
    
    
    3/22/68
    
    
    
    4/7/68
    
    
    ProdStearns 235
    
    059-20235
    
    
    10/25/68
    
    
    
    11/1/68
    
    
    ProdStearns 236 OH
    
    059-20310
    
    
    3/21/69
    
    
    
    3/28/69
    
    
    RDStearns 236RD
    
    Same
    
    
    3/21/69
    
    
    
    4/12/69
    
    
    ProdStearns 237
    
    059-20278
    
    
    5/28/69
    
    
    
    6/12/69
    
    
    ProdStearns 238
    
    059-20314
    
    
    4/15/69
    
    
    
    5/5/69
    
    
    ProdStearns 239
    
    059-20315
    
    
    5/7/69
    
    
    
    5/27/69
    
    
    ProdStearns 240
    
    059-20303
    
    
    3/4/69
    
    
    
    3/19/69
    
    
    ProdStearns 241
    
    059-20321
    
    
    6/13/69
    
    
    
    6/25/69
    
    
    ProdStearns 242
    
    059-20322
    
    
    6/26/69
    
    
    
    7/13/69
    
    
    ProdStearns 243
    
    059-20323
    
    
    7/14/69
    
    
    
    7/29/69
    
    
    ProdStearns 244
    
    059-20370
    
    
    10/28/69
    
    
    
    11/1/69
    
    
    ProdStearns 245
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 246
    
    059-20360
    
    
    8/11/69
    
    
    
    8/29/69
    
    
    SIStearns 247
    
    059-20361
    
    
    9/2/69
    
    
    
    9/14/69
    
    
    ProdStearns 248
    
    059-20362
    
    
    7/31/69
    
    
    
    8/8/69
    
    
    ProdStearns 249
    
    059-20371
    
    
    10/15/69
    
    
    
    10/24/69
    
    
    ProdStearns 250
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 251
    
    059-20455
    
    
    7/11/70
    
    
    
    7/27/70
    
    
    ProdStearns 252
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 253
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 254 OH
    
    059-20457
    
    
    7/28/70
    
    
    
    9/4/70
    
    
    RDStearns 254RD
    
    Same
    
    
    9/5/70
    
    
    
    9/12/70
    
    
    ProdStearns 255
    
    059-20436
    
    
    4/21/70
    
    
    
    4/24/70
    
    
    ProdStearns 256
    
    059-20437
    
    
    4/15/70
    
    
    
    4/20/70
    
    
    ProdStearns 257
    
    059-20438
    
    
    5/1/70
    
    
    
    5/5/70
    
    
    SIStearns 258
    
    059-20439
    
    
    4/28/70
    
    
    
    5/1/70
    
    
    ProdStearns 259
    
    059-20450
    
    
    5/27/70
    
    
    
    6/9/70
    
    
    ProdStearns 260
    
    059-20451
    
    
    5/6/70
    
    
    
    5/26/70
    
    
    ProdStearns 261
    
    059-20454
    
    
    6/11/70
    
    
    
    6/30/70
    
    
    ProdStearns 262
    
    059-20521
    
    
    9/11/71
    
    
    
    9/15/71
    
    
    ProdStearns 263
    
    059-20522
    
    
    8/31/71
    
    
    
    9/3/71
    
    
    ProdStearns 264
    
    059-20523
    
    
    8/28/71
    
    
    
    8/31/71
    
    
    SIStearns 265
    
    059-20524
    
    
    9/3/71
    
    
    
    9/7/71
    
    
    SIStearns 266
    
    059-20525
    
    
    9/7/71
    
    
    
    9/11/71
    
    
    SIStearns 267
    
    059-20537
    
    
    9/7/71
    
    
    
    9/16/71
    
    
    SI
 Exhibit H Page 7 of 14
    Table of Contents  Brea - Olinda Field: Well Information Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02Stearns 268
    
    059-20643
    
    
    8/12/73
    
    
    
    8/21/73
    
    
    ProdStearns 269
    
    059-20843
    
    
    8/13/76
    
    
    
    8/26/76
    
    
    SIStearns 270
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 271
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 273
    
    059-21402
    
    
    12/12/88
    
    
    
    1/15/89
    
    
    ProdStearns 274
    
    059-21406
    
    
    8/15/89
    
    
    
    10/12/89
    
    
    ProdStearns 275
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 276
    
    059-21407
    
    
    7/22/89
    
    
    
    8/21/89
    
    
    ProdStearns 277
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 278
    
    
    
    
    
    
    
    
    
    
    
    N.D.Stearns 279 OH
    
    059-21497
    
    
    3/31/93
    
    
    
    4/13/93
    
    
    RDStearns 279RD
    
    Same
    
    
    4/16/93
    
    
    
    4/23/93
    
    
    SIStearns 280
    
    059-21529
    
    
    10/25/96
    
    
    
    12/7/96
    
    
    ProdStearns 281
    
    059-21530
    
    
    10/4/96
    
    
    
    10/23/96
    
    
    ProdStearns 282
    
    059-21534
    
    
    2/11/97
    
    
    
    2/26/97
    
    
    ProdStearns 283
    
    059-21531
    
    
    12/28/96
    
    
    
    1/7/97
    
    
    InjectStearns 284
    
    059-21532
    
    
    1/9/97
    
    
    
    1/21/97
    
    
    InjectStearns 285
    
    059-21533
    
    
    12/14/96
    
    
    
    12/25/96
    
    
    ProdStearns 286
    
    059-21535
    
    
    1/25/97
    
    
    
    2/8/97
    
    
    ProdStearns 287
    
    059-21536
    
    
    3/22/97
    
    
    
    4/3/97
    
    
    InjectStearns 288
    
    059-21537
    
    
    4/7/97
    
    
    
    4/17/97
    
    
    ProdStearns 289
    
    059-21538
    
    
    3/1/97
    
    
    
    3/12/97
    
    
    ProdStearns 290
    
    059-21540
    
    
    5/24/97
    
    
    
    6/11/97
    
    
    InjectStearns 291
    
    059-21539
    
    
    3/15/97
    
    
    
    3/25/97
    
    
    InjectStearns 292
    
    059-21541
    
    
    4/23/97
    
    
    
    5/2/97
    
    
    InjectStearns 293
    
    059-21542
    
    
    3/27/97
    
    
    
    4/15/97
    
    
    InjectStearns 294
    
    059-21543
    
    
    5/7/97
    
    
    
    5/21/97
    
    
    InjectStearns 295
    
    059-21544
    
    
    6/15/97
    
    
    
    8/30/97
    
    
    ProdStearns 296
    
    059-21545
    
    
    7/2/97
    
    
    
    7/17/97
    
    
    ProdStearns 297
    
    059-21550
    
    
    1/24/98
    
    
    
    3/11/98
    
    
    ProdStearns 298
    
    059-21551
    
    
    1/5/98
    
    
    
    2/13/98
    
    
    ProdStearns 299
    
    059-21549
    
    
    12/15/97
    
    
    
    1/17/98
    
    
    ProdStearns 301
    
    059-21627
    
    
    11/30/01
    
    
    
    1/5/02
    
    
    InjectStearns 302
    
    059-21629
    
    
    11/19/01
    
    
    
    1/5/02
    
    
    InjectStearns 304
    
    059-21628
    
    
    10/29/01
    
    
    
    12/3/01
    
    
    ProdStearns 309
    
    059-21630
    
    
    11/8/01
    
    
    
    12/3/01
    
    
    Inject
 Exhibit H Page 8 of 14
    Table of Contents  P & A LIST Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02[ILLEGIBLE]Stearns 1
    
    059-07018
    
    
    2/8/00
    
    
    
    2/10/01
    
    
    AbdStearns 2
    
    059-07019
    
    
    3/20/00
    
    
    
    8/10/00
    
    
    AbdStearns 3
    
    059-07020
    
    
    3/16/00
    
    
    
    6/10/00
    
    
    AbdStearns 4
    
    059-07021
    
    
    5/30/02
    
    
    
    9/4/02
    
    
    AbdStearns 5
    
    059-07022
    
    
    6/26/00
    
    
    
    5/18/01
    
    
    AbdStearns 6
    
    059-07023
    
    
    5/25/00
    
    
    
    4/24/01
    
    
    AbdStearns 7
    
    059-07024
    
    
    5/25/00
    
    
    
    11/5/00
    
    
    AbdStearns 8
    
    059-07025
    
    
    10/22/00
    
    
    
    6/28/01
    
    
    AbdStearns 10
    
    059-06953
    
    
    1/14/00
    
    
    
    8/4/00
    
    
    AbdStearns 11
    
    059-06954
    
    
    9/19/00
    
    
    
    2/3/01
    
    
    AbdStearns 16
    
    059-06959
    
    
    3/19/01
    
    
    
    4/30/01
    
    
    AbdStearns 17
    
    059-06960
    
    
    3/7/01
    
    
    
    10/17/01
    
    
    AbdStearns 19
    
    059-06962
    
    
    3/15/01
    
    
    
    8/22/01
    
    
    AbdStearns 20
    
    059-06963
    
    
    10/3/01
    
    
    
    5/16/02
    
    
    AbdStearns 22
    
    059-06965
    
    
    4/27/01
    
    
    
    9/15/01
    
    
    AbdStearns 23
    
    059-06966
    
    
    7/1/01
    
    
    
    10/1/01
    
    
    AbdStearns 24
    
    059-06967
    
    
    
    
    
    
    7/25/01
    
    
    AbdStearns 25
    
    059-06968
    
    
    
    
    
    
    2/15/02
    
    
    AbdStearns 30
    
    059-06973
    
    
    11/20/03
    
    
    
    4/3/04
    
    
    AbdStearns 31
    
    059-06974
    
    
    11/13/03
    
    
    
    7/23/04
    
    
    AbdStearns 32
    
    059-06975
    
    
    8/28/05
    
    
    
    12/14/07
    
    
    AbdStearns 35
    
    059-07123
    
    
    12/1/06
    
    
    
    6/13/07
    
    
    AbdStearns 41
    
    059-07685
    
    
    3/30/08
    
    
    
    6/7/10
    
    
    AbdStearns 42
    
    059-07686
    
    
    6/12/08
    
    
    
    9/14/12
    
    
    AbdStearns 43
    
    059-07687
    
    
    1/4/09
    
    
    
    5/9/11
    
    
    AbdStearns 44
    
    059-07688
    
    
    8/27/08
    
    
    
    8/19/09
    
    
    AbdStearns 47A
    
    059-07691
    
    
    5/3/09
    
    
    
    10/11/09
    
    
    AbdStearns 47B
    
    059-07692
    
    
    10/20/09
    
    
    
    12/31/14
    
    
    AbdStearns 48
    
    059-07693
    
    
    5/24/09
    
    
    
    7/18/10
    
    
    AbdStearns 49
    
    059-07694
    
    
    3/17/10
    
    
    
    12/31/14
    
    
    AbdStearns 56
    
    059-07701
    
    
    5/14/21
    
    
    
    11/18/26
    
    
    AbdStearns 63
    
    059-07708
    
    
    11/1/20
    
    
    
    12/31/20
    
    
    AbdStearns 65
    
    059-07711
    
    
    2/21/21
    
    
    
    5/18/21
    
    
    AbdStearns 67
    
    059-07714
    
    
    1/27/26
    
    
    
    11/24/26
    
    
    Abd
 Exhibit H Page 9 of 14
    Table of Contents  Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02[ILLEGIBLE]Stearns 70
    
    059-07717
    
    
    2/3/27
    
    
    
    6/19/27
    
    
    AbdStearns 82
    
    059-06840
    
    
    3/22/21
    
    
    
    Abdn

    
    AbdStearns 92
    
    059-01918
    
    
    1/2/47
    
    
    
    1/23/47
    
    
    AbdStearns 115
    
    059-06871
    
    
    5/1/49
    
    
    
    5/26/49
    
    
    AbdStearns 126 OH
    
    059-06907
    
    
    3/16/53 NC

    
    
    
    
    
    AbdStearns 126RD
    
    Same
    
    
    N/A
    
    
    
    5/1/53
    
    
    AbdStearns 272
    
    059-20893
    
    
    12/8/77
    
    
    
    12/17/77
    
    
    Abd[ILLEGIBLE]Naranjal 1
    
    059-07083
    
    
    7/25/10
    
    
    
    2/29/11
    
    
    AbdNaranjal 2
    
    059-07084
    
    
    11/21/10
    
    
    
    11/4/11
    
    
    AbdNaranjal 4
    
    059-07086
    
    
    4/9/14
    
    
    
    8/26/14
    
    
    AbdNaranjal 8
    
    059-07090
    
    
    2/7/17
    
    
    
    10/12/18
    
    
    AbdNaranjal 10
    
    
    
    
    
    
    
    
    
    
    
    AbdNaranjal 10A
    
    059-07092
    
    
    
    
    
    
    
    
    
    AbdNaranjal 11
    
    059-07093
    
    
    
    
    
    
    
    
    
    AbdNaranjal 12
    
    
    
    
    
    
    
    
    
    
    
    AbdNaranjal 12A
    
    059-07094
    
    
    
    
    
    
    
    
    
    AbdNaranjal 42
    
    059-07101
    
    
    8/13/48
    
    
    
    8/20/48
    
    
    AbdNaranjal 42A
    
    059-00005
    
    
    9/23/48
    
    
    
    9/30/48
    
    
    AbdNaranjal 44
    
    059-07103
    
    
    8/13/51
    
    
    
    9/18/51
    
    
    AbdNaranjal 50
    
    059-07108
    
    
    11/4/54
    
    
    
    11/30/54
    
    
    AbdNaranjal 56
    
    059-20292
    
    
    
    
    
    
    
    
    
    AbdNaranjal 57
    
    
    
    
    9/16/71
    
    
    
    9/26/71
    
    
    Abd[ILLEGIBLE]Naranjal 3
    
    059-07085
    
    
    10/2/12
    
    
    
    6/18/15
    
    
    AbdNaranjal 13
    
    059-07096
    
    
    4/13/28
    
    
    
    
    
    
    AbdNaranjal 31-2
    
    059-05593
    
    
    10/15/47
    
    
    
    11/15/47
    
    
    AbdNaranjal 33-3
    
    059-05595
    
    
    2/2/48
    
    
    
    3/2/48
    
    
    AbdNaranjal 38-3
    
    059-05599
    
    
    6/20/48
    
    
    
    7/14/48
    
    
    AbdNaranjal 40-34
    
    037-16460
    
    
    
    
    
    
    
    
    
    AbdNaranjal 40-34RD
    
    Same
    
    
    10/22/54
    
    
    
    11/9/54
    
    
    AbdNaranjal 43-2
    
    059-07102
    
    
    1/12/49
    
    
    
    3/7/49
    
    
    AbdNaranjal 45-2
    
    059-07104
    
    
    9/21/51
    
    
    
    10/7/51
    
    
    Abd
 Exhibit H Page 10 of 14
    Table of Contents  Spud
    
    Compl.
    
    StatusWell
    
    API No.
    
    Date
    
    Date
    
    As of 8/8/02[ILLEGIBLE]Naranjal 52-3
    
    059-07110
    
    
    7/19/60
    
    
    
    7/31/60
    
    
    AbdNaranjal 54-3
    
    059-07112
    
    
    7/12/61
    
    
    
    9/4/61
    
    
    AbdNaranjal 67-2
    
    059-20924
    
    
    9/27/78
    
    
    
    10/3/78
    
    
    Abd
 Exhibit H Page 11 of 14
    Table of Contents  OBO WELLS Wells operated by AERA         **Data As of August 1, 2002 This list does not contain well status as we do not operate these wells and we
do not have access to them.

Royalty Interest Only - Subject to Oil & Gas Lease ColumbiaWell No.
    
    API Number
    
    Spud Date
    
    Comp Date
    
    
    
    Sec.
    
    Twnship
    
    Range1
    
    059-07585
    
    
    4/1/01
    
    
    
    2/11/02
    
    
    647.0
    
    8
    
    3S
    
    9W2
    
    059-07586
    
    
    6/4/01
    
    
    
    5/27/02
    
    
    652.0
    
    8
    
    3S
    
    9W3
    
    059-07587
    
    
    10/29/01
    
    
    
    2/7/02
    
    
    638.0
    
    8
    
    3S
    
    9W4
    
    059-07588
    
    
    12/24/01
    
    
    
    2/8/02
    
    
    589.0
    
    8
    
    3S
    
    9W5
    
    059-07589
    
    
    12/31/02
    
    
    
    2/7/03
    
    
    650.0
    
    8
    
    3S
    
    9W6
    
    059-07590
    
    
    1/28/03
    
    
    
    5/2/03
    
    
    697.0
    
    8
    
    3S
    
    9W7
    
    059-07591
    
    
    2/8/03
    
    
    
    7/24/03
    
    
    624.0
    
    8
    
    3S
    
    9W8
    
    059-07592
    
    
    9/14/03
    
    
    
    1903
    
    
    670.0
    
    8
    
    3S
    
    9W9
    
    059-07593
    
    
    10/10/03
    
    
    
    7/30/04
    
    
    
    
    8
    
    3S
    
    9W10
    
    059-07594
    
    
    10/3/03
    
    
    
    1/8/04
    
    
    674.0
    
    8
    
    3S
    
    9W11
    
    059-07595
    
    
    1/8/04
    
    
    
    6/8/04
    
    
    701.0
    
    8
    
    3S
    
    9W12
    
    059-07596
    
    
    9/8/04
    
    
    
    1/31/05
    
    
    656.0
    
    8
    
    3S
    
    9W13
    
    059-07597
    
    
    10/20/05
    
    
    
    12/1/06
    
    
    536.0
    
    8
    
    3S
    
    9W14
    
    059-07598
    
    
    12/20/06
    
    
    
    5/12/08
    
    
    598.0
    
    8
    
    3S
    
    9W15
    
    059-07599
    
    
    11/30/06
    
    
    
    2/10/08
    
    
    551.5
    
    8
    
    3S
    
    9W16
    
    059-07600
    
    
    1/1/08
    
    
    
    6/1/09
    
    
    535.7
    
    8
    
    3S
    
    9W17
    
    059-07626
    
    
    4/24/08
    
    
    
    6/22/12
    
    
    521.0
    
    8
    
    3S
    
    9W18
    
    059-07627
    
    
    1/1/08
    
    
    
    12/7/09
    
    
    521.0
    
    8
    
    3S
    
    9W19
    
    059-07628
    
    
    1/1/09
    
    
    
    3/29/11
    
    
    523.0
    
    8
    
    3S
    
    9W20
    
    059-07629
    
    
    8/12/09
    
    
    
    1/11/11
    
    
    523.0
    
    8
    
    3S
    
    9W21
    
    059-07630
    
    
    12/28/08
    
    
    
    3/23/12
    
    
    533.0
    
    8
    
    3S
    
    9W21 RD
    
    059-07630
    
    
    4/1/13
    
    
    
    2/3/14
    
    
    533.0
    
    8
    
    3S
    
    9W22
    
    059-07631
    
    
    1/19/10
    
    
    
    9/1/12
    
    
    588.0
    
    8
    
    3S
    
    9W23
    
    059-07632
    
    
    6/29/12
    
    
    
    11/4/12
    
    
    547.0
    
    8
    
    3S
    
    9W23 RD
    
    059-07632
    
    
    11/18/12
    
    
    
    2/23/14
    
    
    547.0
    
    8
    
    3S
    
    9W24
    
    059-07633
    
    
    
    
    
    
    
    
    
    
    
    8
    
    3S
    
    9W25
    
    059-17634
    
    
    5/8/14
    
    
    
    9/3/15
    
    
    592.3
    
    8
    
    3S
    
    9W26
    
    059-07635
    
    
    10/1/15
    
    
    
    7/31/17
    
    
    644.0
    
    8
    
    3S
    
    9W27
    
    059-07636
    
    
    2/29/16
    
    
    
    2/7/17
    
    
    588.0
    
    8
    
    3S
    
    9W28
    
    059-07637
    
    
    8/16/16
    
    
    
    9/14/19
    
    
    586.0
    
    8
    
    3S
    
    9W29
    
    059-07638
    
    
    2/22/17
    
    
    
    4/6/18
    
    
    537.0
    
    8
    
    3S
    
    9W30
    
    059-07639
    
    
    9/29/17
    
    
    
    12/30/18
    
    
    574.0
    
    8
    
    3S
    
    9W31
    
    059-07640
    
    
    10/8/18
    
    
    
    4/20/20
    
    
    652.0
    
    8
    
    3S
    
    9W
 Exhibit H Page 12 of 14
    Table of Contents  Wells operated by AERA         **Data As of August 1, 2002 This list does not contain well status as we do not operate these wells and
we not have access to them.

Royalty Interest Only - Subject to Oil & Gas Lease ColumbiaWell No.
    
    API Number
    
    Spud Date
    
    Comp Date
    
    
    
    Sec.
    
    Twnship
    
    Range32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
46RD
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
    
    059-07641
059-07642
059-07643
059-07644
059-07645
059-07646
059-07647
059-07648
059-07649
059-07775
059-07776
059-07777
059-07778
059-07779
059-07780
059-07780
059-07781
059-07782
059-07783
059-07784
059-07785
059-07786
059-07787
059-07788
059-07789
059-07790
059-00419
059-07791
059-00420
059-07792
059-00015
059-07793
059-07794
059-00203
    
    
    4/4/19
1/12/20
4/23/20
7/31/20
9/20/20


3/19/59
4/2/59
4/16/59
8/26/59
10/14/59
5/24/60
N/A
4/20/60
10/4/60
6/22/60
10/22/60
11/9/60
6/27/61
6/14/61
6/30/66
6/25/66
7/26/66
12/30/66
6/9/66
8/2/66
8/7/66
1/18/67
6/19/66
8/16/66
1/5/67
    
    
    
    12/16/19
5/8/21
11/20/20
4/7/21
5/7/21

4/1/59
4/16/59
4/29/59
10/11/59
10/28/59
6/20/60
6/24/60
5/22/60
10/25/60
7/4/60
11/17/60
11/17/60
7/17/61
7/5/61
7/10/66
7/10/66
8/9/66
1/11/67
6/30/66
8/6/66
8/23/66
1/28/67
7/1/66
9/3/66
1/16/67
    
    
    660.0
666.0
693.0

709.0

717.0

652.0
533.0

553.0

701.0

656.0

535.0

567.0
567.0

632.0

565.0

542.0

565.0

584.0

524.0

527.0

528.0

537.0

533.0

539.0

553.0

568.0

629.4

629.5

590.0

566.0

574.0
    
    8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
8
    
    3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
3S
    
    9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
9W
 Exhibit H Page 13 of 14
    Table of Contents  Wells operated by AERA        **Data As of August 1, 2002 This list does not contain well status as we do not operate these wells and we
do not have access to them.

Royalty Interest Only - Subject to Oil & Gas Lease ColumbiaWell No.
    
    API Number
    
    Spud Date
    
    Comp Date
    
    
    
    Sec.
    
    Twnship
    
    Range65
    
    059-07656
    
    
    7/20/66
    
    
    
    8/2/66
    
    
    561.0
    
    8
    
    3S
    
    9W66
    
    059-00016
    
    
    1/11/67
    
    
    
    1/24/67
    
    
    564.1
    
    8
    
    3S
    
    9W68
    
    059-20461
    
    
    9/14/70
    
    
    
    10/6/70
    
    
    525.3
    
    8
    
    3S
    
    9W69
    
    059-20492
    
    
    1/28/71
    
    
    
    2/9/71
    
    
    570.0
    
    8
    
    3S
    
    9W70
    
    059-20518
    
    
    6/7/71
    
    
    
    6/24/71
    
    
    570.0
    
    8
    
    3S
    
    9W72
    
    059-21280
    
    
    3/19/85
    
    
    
    4/1/85
    
    
    545.0
    
    8
    
    3S
    
    9W73
    
    059-21319
    
    
    11/23/85
    
    
    
    1/9/86
    
    
    579.0
    
    8
    
    3S
    
    9W74
    
    059-21320
    
    
    12/8/85
    
    
    
    1/18/86
    
    
    594.0
    
    8
    
    3S
    
    9W75
    
    059-21321
    
    
    12/18/85
    
    
    
    1/23/86
    
    
    588.0
    
    8
    
    3S
    
    9W
 Exhibit H Page 14 of 14
    Table of Contents  (SITE BOUNDARY MAP)     Table of Contents  REVISED 2/27/032:20 PM EXHIBIT I TO
PURCHASE AND SALE AGREEMENT
BETWEEN NUEVO AND BLACKSAND PARTNERS, L.P. MINERAL PAYMENT AND PERFORMANCE AGREEMENT WELL ABANDONMENT AND OIL FIELD
ACCOMMODATION PROGRAM AND
OPERATOR/NUEVO IMPROVEMENTS
    Table of Contents  TABLE OF CONTENTS PAGE NO.1.
    
    
    

    DEFINITIONS
    
    
    11.1
    
    
    
    

    PSA
    
    
    11.2
    
    
    
    

    DEVELOPER
    
    
    11.3
    
    
    
    

    DEVELOPMENT DECLARATION
    
    
    21.4
    
    
    
    

    DEVELOPMENT DOCUMENTS
    
    
    21.4
    
    
    
    

    DEVELOPMENT DOCUMENTS
    
    
    21.5
    
    
    
    

    REIMBURSEMENT AMOUNTS
    
    
    21.6
    
    
    
    

    DRE
    
    
    21.7
    
    
    
    

    PARCEL
    
    
    21.8
    
    
    
    

    PROGRAM
    
    
    21.9
    
    
    
    
    UNAVOIDABLE DELAY
    
    
    22.
    
    
    

    WELL ABANDONMENT AND OIL FIELD ACCOMMODATION PROGRAM AND
IMPROVEMENTS
    
    22.1
    
    
    
    

    PROGRAM
    
    
    22.1.1
    
    
    

    Operator Surface Facilities
    
    
    32.1.1.1
    

    Removal of Surface Facilities
    
    
    32.1.1.2
    
    Remediation Responsibilities
    
    
    32.1.2.
    
    
    

    Third Party Easements and Licenses
    
    
    42.1.3.
    
    
    

    On-Site Representative
    
    
    52.1.4.
    
    
    

    Reimbursement
    
    
    52.1.4.1.
    
    Reimbursement Plan
    
    
    52.1.4.2.
    
    Program Segments and Notices to Proceed
    
    
    52.1.5.
    
    
    

    Anchor Points and Pulling Pads
    
    
    82.1.6.
    
    
    

    Well Vaulting
    
    
    82.1.7.
    
    
    

    Insurance
    
    
    82.1.8.
    
    
    

    Completion of the Program
    
    
    82.1.8.1.
    
    Performance by Each Party
    
    
    82.1.8.2.
    
    Final Acceptance
    
    
    92.1.8.3.
    
    Liability Allocation
    
    
    92.1.8.4.
    
    Construction Easement
    
    
    102.1.9.
    
    
    
    Developer Option to Purchase Wells
    
    
    102.2.
    
    
    
    
    THE PROGRAM AND PARTY RESPONSIBILITIES
    
    
    11I.
    


    Post closure-Pre Grading Events
    
    
    11II.
    
    Site Clearing and Site Grading Events Within the Development Areas
    
    
    14III.
    
    Post-Grading Events
    
    
    182.3
    
    
    
    
    DEVELOPER IMPROVEMENTS AND ADDITIONAL PAYMENTS
    
    
    202.3.1
    
    
    

    Processing Costs
 Employee Costs
    
    
    202.3.2
    
    
    

    Operator Improvements
    
    
    212.3.3.
    
    
    

    Governmental Modifications
    
    
    212.4
    
    
    
    
    MISCELLANEOUS
    
    
    212.4.1
    
    
    

    Remedies
    
    
    21
 i
    Table of Contents  PAGE NO.2.4.1.1
    
    
    Default/Cure
    
    
    212.4.1.2
    
    
    Remedies Cumulative
    
    
    212.4.1.3
    
    
    Waiver
    
    
    222.4.2.
    Continuous Operation
    
    
    222.4.3.

    Assignment
    
    
    232.4.4

    Subdivision Maps and Applications
    
    
    232.4.5.

    Captions
    
    
    232.4.6.

    Invalidity of a Provision
    
    
    232.4.7.

    Notices
    
    
    232.4.8.

    Binding Effect
    
    
    252.4.9.

    Further Assurances
    
    
    252.4.10.

    Time of Essence
    
    
    252.4.12.

    Attorneys Fees
    
    
    262.4.13

    Payments
    
    
    262.4.14

    Applicable Law
    
    
    26
 ii
    Table of Contents  ATTACHMENTS Attachment 1
    
    LEGAL DESCRIPTION OF LANDAttachment 2
    
    LIST OF ENGINEERING FIRMS PER SECTION 2.1.9Attachment 3
    
    OIL FIELD RELATED THIRD PARTY
EASEMENTS AND LICENSE  TPELAttachment 4
    
    BREA FIELD DEVELOPMENT ACCOMMODATION PROGRAM
 i
    Table of Contents  MINERAL PAYMENT AND PERFORMANCE AGREEMENT This Payment and Performance Agreement (Agreement or PAPA) is made
this      day of      , 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (Nuevo) and BLACKSAND PARTNERS, L.P., a Texas Limited
Partnership (Operator). Such entities are hereinafter individually or
collectively referred to as a Party or the Parties. PREAMBLE: A. Concurrently herewith, Operator has acquired from Nuevo that certain
real
property consisting of mineral interests located in Orange County,
California, more particularly
described on Attachment 1 which is appended hereto and incorporated
herein by this reference
(Minerals). B. In accordance with the Purchase and Sale Agreement of even date
herewith,
pursuant to which Operator is acquiring the Minerals, the Parties wish to
set forth herein certain
obligations of Operator, Nuevo and Developer (defined below in Section
1.2) regarding the
Program (defined below in Section 2.1) and the construction of other
improvements. C. As described herein and in the Development Declaration (defined in
Section 1.3),
Operator has assumed certain obligations with respect to the Program,
which, pursuant to this
Agreement, Nuevo is required to perform. NOW, THEREFORE, in consideration of the PREAMBLE and the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, including without
limitation the conveyance of the Minerals to Operator by Nuevo, the Parties
hereby covenant and agree as follows: 1. Definitions. Unless otherwise expressly provided herein, the following
words and phrases when used in this Agreement shall have the following
meanings; all terms not specifically defined herein shall have the meaning
prescribed for them in the PSA or elsewhere in the Development Documents. 1.1 PSA. PSA or Purchase and Sale Agreement shall mean that certain
agreement described in Paragraph B of the Preamble to this Agreement. 1.2 Developer. Developer shall mean Nuevo as the initial applicant to
Governmental Agencies for development of the Project or any entity (or
entities collectively or
individually) which subsequently acquires all or any portion of the
surface fee interest in the
Parcel for the purpose of developing all or a portion of the Project, from
and after the effective
date of such acquisition. 1
    Table of Contents  1.3 Development Declaration. Development Declaration shall mean that
certain Declaration of Development Covenants, Conditions and Restrictions
encumbering the
Parcel between Nuevo and Operator and recorded as described in the
Repository Instructions. 1.4 Development Documents. Development Documents shall have the
meaning prescribed in the PSA. 1.5 Final Acceptance. Final Acceptance means the date on which
Developer or Operator has delivered an Acceptance Confirmation for those
activities in each
Program Segment set forth in Section 2.1.4.2, after it has conducted a
final inspection of all work
performed by the other or Nuevo in connection with the activity. 1.6 Reimbursement Amounts. Reimbursement Amounts shall have the
meaning given in Section 2.1.4.1. of this Agreement. 1.7 ORE. DRE shall mean the California Department of Real Estate or such
other governmental agency of the State of California which administers the
sale of subdivided
lands pursuant to Sections 11000 et seq. of the California Business and
Professions Code, or any
similar California statute hereinafter enacted. 1.8 Parcel. Parcel shall mean all that certain real property described on
Attachment 1 which is appended hereto and incorporated herein by this
reference, less and
except the Minerals acquired by Operator. 1.9 Program. Program has the meaning set forth in Section 2.1. 1.10 Unavoidable Delay. Unavoidable Delay shall mean any prevention,
delay or stoppage in the completion of a Partys Work as defined herein
caused by fire,
explosion, unavailability or breakdown of machinery or equipment or by
acts of God, war, riot,
civil insurrection, labor disputes, inability to obtain labor or materials
or reasonable substitutes
therefor, any order, regulation, request or recommendation of a
Governmental Agency, or other
similar matters or causes beyond the reasonable control of the responsible
party other than for
the payment of money; provided, however, that nothing in this Section
shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party. 2. Well Abandonment and Oil Field Accommodation Program and Improvements. 2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in this Agreement, shall conduct a well abandonment and oil
field accommodation program for the Parcel composed of those tasks and
activities which are described in this Section 2 and are specifically set out
in Attachment 4 hereto, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the Program. In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will provide
for the performance by Developer of those tasks and activities described in
this Section 2 as Developers responsibility. The Program shall 2
    Table of Contents  be undertaken with Operators cooperation, and in accordance with standards
promulgated at the time of such work by the California Department of
Conservation, Division of Oil, Gas and Geothermal Resources (CDOGGR) or such
other governmental agency having jurisdiction over the activity, other legal
and regulatory requirements, as amended from time to time (but such amendment
applicable only to those activities for which Final Acceptance has not been
received), and good oil field practices, all subject to the terms of this
Agreement. Generally, the Program will be accomplished as follows: 2.1.1 Operators Surface Facilities. 2.1.1.1 Removal of Surface Facilities and Subsurface
Pipelines. Nuevo shall remove certain of Operators surface equipment as
specified in Attachment 4, to the extent and when necessary in accordance with
the applicable Developer Notice to Proceed within the Development Areas and
lands adjacent thereto, including those areas designated for continued oil and
gas operations, to accommodate Developers Grading Plan. This will include,
but not be limited to, pumping units, concrete cellars and concrete pads
immediately contiguous to the wellheads, power poles, transformers, manifolds,
test bubbles, compressors, tanks, vessels and above ground pipelines. In
addition, Nuevo shall drain, flush and cap subsurface pipelines, to the extent
and when necessary in accordance with the applicable Developer Notice to
Proceed within the Development Areas and lands adjacent thereto to accommodate
Developers Grading Plan. Removal of subsurface pipelines to the extent deemed
necessary or desirable shall be the responsibility of Developer. Prior to
Nuevos commencement of work, Operator shall isolate and cease operation of
all equipment and facilities to be removed and shall take such other steps as
are reasonably necessary to allow such removal to be conducted in accordance
with all applicable regulatory requirements and consistent with good oil field
practices. The surface equipment will be removed from such wells, not just
those to be abandoned, to facilitate the grading. Each wellhead will be
surveyed and marked by Operator one (1) time only and Nuevo and Developer will
inspect and approve the markings. After inspection and approval of the well
markings, Developer will be responsible for grading around the well casings
without damaging them. Upon approval of the well markings, Developer shall
proceed in a timely manner and be responsible to pay, and shall be solely
liable for, any and all damage to any wells caused by Developers grading
operations. The acts or omissions of Developer or Nuevo in accordance with the terms
of this Agreement may not be imputed to Operator unless expressly stated
herein. Developer and Nuevo are each performing their obligations hereunder as
independent contractors and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by this Agreement or law upon Operator, and not
delegated to Nuevo. 2.1.1.2 Remediation Responsibilities. Should Developer encounter
soil
that appears to be crude oil or oil well production impacted (evidenced by
staining or odor), Developer shall immediately notify Operators field
operations person and Nuevos on-site representative. Developer shall be fully
responsible for funding, implementing and completing all environmental testing,
assessment, remediation, monitoring, reporting or other requirements (with the
assistance of Operator or Nuevo if the absence of such assistance would prevent
Developer from properly performing such responsibilities) with respect to such
crude oil or oil 3
    Table of Contents  well production impacts. To the extent that such crude oil impact or oil well
production impact is associated with active and producing wells or operational
pipelines or facilities, Operator shall be responsible for completion of any
required well, pipeline or facility repairs. Notwithstanding the foregoing,
Nuevo at its sole cost and expense shall be and remain responsible for (i)
those remediation activities described in the approved Remedial Action Plan
submitted December 16, 1999, as amended October 3, 2001, December 27, 2001 and
January 13, 2003 (EIR Remediation) and (ii) crude oil or other oil well
production releases that result from work and activities undertaken by Nuevo
in furtherance of this Agreement. Upon discovery of crude oil or oil well
production contamination in the vicinity of a well identified in Schedule B of
Attachment 4 or temporary or permanent pipeline or facility, Operators field
operations person, Nuevos onsite representative and Developers on site
representative shall determine as soon as reasonably practical if the soil is
crude oil impacted as a result of a leak caused by (i) Operators ongoing
production activity in which event costs associated with cleanup and
remediation to oil field standards shall be the responsibility of Operator,
(ii) the activities of Nuevo in performance of the Program including EIR
Remediation in which event costs associated with cleanup and remediation shall
be the responsibility of Nuevo or (iii) from any other causes in which event
the costs associated with cleanup and remediation, including costs to bring
cleanup associated with ongoing production activities from oil field standards
to residential standards, together with clean up and remediation of all
contamination other than the EIR Remediation, shall be Developers
responsibility. The Parties agree that if Operators field operations person
and Developers and Nuevos on site representatives cannot make such a
determination or cannot agree on the source of the apparent soil contamination
within seven (7) business days, Nuevo, Developer and Operator will designate a
representative from a reputable, soils engineering firm that routinely does
soils work (Soil Firm) who is familiar with soil contamination issues to
designate the source of the apparent soil contamination. If the parties are
unable to select a Soils Firm, any party to this Agreement may make
application to the Superior Court of Orange County for the timely appointment
of a Soil Firm. The Soil Firms representative shall take a sufficient number
of samples to permit initial and follow-up testing and such representatives
determination as to all matters, including the allocation of costs, including
its fees, shall be final and binding on the parties hereto. The parties shall
use their commercially reasonable efforts to secure the determination by the
Soil Firms representative of the source of the apparent soil contamination
shall be made as soon as practicable after notification to the Soil Firm. If
the Soil Firms representative cannot make a conclusive determination as to
the source of the apparent soil contamination, the soil contamination shall be
presumed to have been from other than ongoing production activity. The party
whose actions are found to have created the contamination shall in addition to
the clean up and remediation cost, pay for the Soil Firms work; and if more
than one party is found to have created such contamination, the costs of the
Soil Firms work will be prorated by such firm among the parties creating the
contamination in proportion to that Parties contribution to such
contamination. 2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(TPEL) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment 3, hereto. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines may
be required in some areas 4
    Table of Contents  while the grading is in progress. Operator and Nuevo will use commercially
reasonable efforts, at no cost to Operator and Nuevo, to assist Developer at
Developers expense in causing these pipelines to be reinstalled by the
respective companies in permanent easements after the grading is complete.
Operator agrees that upon Developers written notice, Operator will assist
Developer in giving notice to the third party companies in an attempt to have
the pipelines removed and replaced. Operator and Developer acknowledge receipt
of copies of the easement documents, both recorded and unrecorded, listed on
Attachment 3 hereto and incorporated herein by this reference. 2.1.3. On-Site Representative. Nuevo, Operator and Developer shall
each have the right to have representatives on-site both before the
grading begins and during the
grading operations on the Parcel to observe such grading operations.
Developer agrees to give
Operator sufficient notice prior to commencement of grading to allow
Operator to arrange to
have a representative on-site at Operators cost, if Operator so elects. 2.1.4. Reimbursement. 2.1.4.1. Reimbursement Plan. Operator and Nuevo agree
that the costs to implement the Program (Reimbursement Amounts) shall not be
borne by Operator, unless otherwise provided herein. Notwithstanding any term
in the Agreement to the contrary, Operator shall only be responsible for the
cost of incremental work, if any, requested by Operator under Section 2.3.2.
The parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual agreement of
the Developer and Operator or among Developer, Operator and Nuevo as specified
herein. In no event shall any modification requested by Developer or any
additional or new governmental requirements prior to Final Acceptance result in
costs, expenditures or commitments by Operator. 2.1.4.2. Program Segments and Notices to Proceed. The
Program shall be implemented into segments as shown below, and each Program
Segment shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program Segment to
be performed (NTP), as follows: Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPre-Phase I Initial Activity
    
    NTP will be issued as mutually agreed
between Nuevo and Developer.
    
    Preliminary and detailed engineering
and design
    
    
    
    Not Applicable
    
    Permitting
    
    
    
    Not Applicable
    
    Remediation required by EIR
    
    
    
    Developer
 5
    Table of Contents  Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance Confirmation
    
    Initial abandonment of 25 idle and
reabandoned wells
    
    
    
    Not ApplicablePre-Phase I Intermediate Activity
    
    NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and Developer.
    
    Begin procurement of all required
materials and equipment
    
    
    Not Applicable
    
    Remove infrastructure and initial
abandonment of active wells
    
    
    
    Not Applicable
    
    Begin construction of tank farm and
field infrastructure
    
    
    
    Not ApplicablePre-Phase I Final Activity
    
    NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced
without permits, as
mutually agreed between Nuevo and
Developer.
    
    Complete construction of tank farm
and field infrastructure
    
    
    Operator
    
    Construct power system
    
    
    
    Operator
    
    Temporary removal of equipment
    
    
    
    Not ApplicablePhase 1
    
    NTP will not issue
prior to receipt of all required
Operator permits or, to the extent
certain activity can be commenced
without permits, as mutually agreed
between Nuevo and Developer.
    
    Raise/lower Phase I well heads
    
    
    Operator
    
    Final abandonment of Phase 1 wells
    
    
    
    Developer
    
    Accommodation of retained wells
    
    
    
    Operator (and Developer for
limited purpose of design
compliance)
    
    Remove infrastructure and initial
abandonment of Phase 11 wells
    
    
    
    Not Applicable
    
    Temporarily remove Phase II retained
well equipment
    
    
    
    Not Applicable
 6
    Table of Contents  Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPhase II
    
    NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and
Developer.
    
    Raise/lower Phase II well heads
    
    
    Operator
    
    Final abandonment of Phase II wells
    
    
    
    Developer
    
    Accommodation of retained wells (21 wells)
    
    
    
    Operator (and Developer for
limited purpose of
design compliance)
    
    Remove infrastructure and initial
abandonment of Phase III wells (8 wells)
    
    
    
    Not Applicable
    
    Temporarily remove Phase II
retained well equipment
    
    
    
    Not ApplicablePhase III
    
    NTP will not issue prior to receipt of
all required Operator permits
or, to the extent certain activity
can be commenced without permits, as
mutually agreed between Nuevo and Developer.
    
    Raise/lower Phase III well heads
    
    
    Operator
    
    Final abandonment of Phase III wells
    
    
    
    Developer
    
    Seismic Sensor installation
    
    
    
    Developer
 Upon receipt of the NTP for any Program Segment specified above,
Nuevo shall be obligated to commence the required work within forty-five
(45) days and complete the work within the time duration specified in
Attachment 4. Operator shall cooperate in good faith with Nuevo and
Developer in the implementation of the Program. Operator shall (i)
promptly process all permit requests; (ii) at its cost comment on all
submittals of specifications or plans within ten (10) business days of
receipt thereof; and (iii) at its cost make all facilities available for
accommodation under the Program such that Nuevo may commence the Program
Segment within 45 days of receipt of a NTP. To the extent that Operator
fails to fully and timely cooperate with Nuevo, and Nuevo, as a result
of Operators acts or omissions, incurs penalties, damages or
incremental costs in performing the Program, such penalty, damage or
cost shall be the responsibility of Operator and Operator hereby agrees
to defend, indemnify and hold Nuevo harmless therefrom. Operator shall
also be liable to Developer for any and all incremental reasonable cost
or expense incurred by Developer in the development of the Development
Areas as a result of Operators failure to comply with the provisions of
this Section. Operator expressly agrees to pay such incremental
Developer costs and defend, indemnify and hold Nuevo harmless therefrom.
In addition to the foregoing, should Operator fail to temporarily or
permanently shut in any well in accordance with the Program, Nuevo shall
have the right, but not the obligation to shut-in such well at
Operators sole risk and expense. In the event Developer abandons or 7
    Table of Contents  suspends
the Program other than as a result of Unavoidable Delay, and does not
resume Program activity within the time period specified in Section 2.4.1.1
after receiving written notice from Operator, Nuevo shall restore such wells
to production at Developers risk and sole expense provided that Nuevo has
been prepaid by Developer an amount adequate to restore such wells. To the
extent Nuevo acts as the Developer hereunder and fails properly to carry out
the responsibilities and obligations allocated to Developer in this Section 2,
Operator, after ten (10) days written notice to Nuevo, may take over and
discharge such responsibilities and obligations at the sole cost and expense
of Nuevo, to be reimbursed in cash to Operator within thirty (30) days of
proper completion of such Work by Operator, fully in compliance with this PAPA
and all plans and specifications for such Work. 2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo
shall be responsible for construction of the anchor points and pulling
pads necessary for
Operators continuing Oil Operations within the Exclusive Use Areas and
Joint Use Areas within the Development Areas and graded areas adjacent thereto. 2.1.6. Well Accommodation. As part of the Program, Nuevo will
relocate below the surface of the Parcel, all operating wellheads in the
Development Areas, and
those required wells within the adjacent grading areas and Public Park
areas, and as required by
appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B.. 2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Partys standard
blanket insurance policy
covering its activities related to the Minerals or in connection with the
Program Improvements,
for the duration of their construction or their activities on the Minerals
and any portion of the Parcel. 2.1.8.Completion of the Program. 2.1.8.1. Performance by Each Party. Nuevo shall timely
commence and complete each Program Segment within the time duration specified
in Attachment 4 after receipt of all required permits for such Segment. Phase
I, II and III Segments will not commence until after completion of Developers
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4. Should Developer or Operators
failure to perform, including, without limitation, pursuant to Section 2.1.4,
other than for the payment of money, or should Nuevos failure to complete any
aspect of the work or any Program Segment result from an Unavoidable Delay,
such required performance shall be excused for the period of time that the
Unavoidable Delay prevents performance and the time duration for the Program
Segment shall be extended by the length of time performance is delayed.
Provided, however, that nothing in this Section shall excuse the performance of
any act rendered difficult solely because of the financial condition of a
party. In the event that any delay due to Unavoidable Delay is anticipated by a
Party, such Party shall promptly notify the other parties of such delay, its
cause and the estimated duration of the delay. Each Party shall exercise due
diligence to shorten, mitigate and avoid the effects of the delay and shall
keep all Parties informed as to its efforts. 8
    Table of Contents  2.1.8.2. Final Acceptance. Developer and Operator
shall
respectively conduct a final inspection of those activities in each Program
Segment as set forth in Section 2.1.4.2 as to the items by their name in the
Acceptance Confirmation in such section within fifteen (15) days of written
notice of completion. In addition Operator shall have the right, but not the
obligation, to perform a final inspection of the Developers work and comment
on the same. Developer and Operator shall deliver to Nuevo (with a copy to the
other) (i) its written confirmation of Final Acceptance of all matters (each
an Acceptance Confirmation) for each activity in a Program Segment designated
for its Acceptance or (ii) an Acceptance Confirmation of all matters it
considers as completed and a detailed description of any items in the Program
Segment designated for its Acceptance which it in good faith cannot give Final
Acceptance together with its requirements therefor. The issuance of an
Acceptance Confirmation of each completed activity within the Program Segment
and of all matters shall be contingent upon acceptance of the work by the
appropriate governmental authority to the extent required. If the parties
cannot resolve any item for which an Acceptance Confirmation has not been given
within 30 days, such unresolved item shall be submitted to arbitration in
accordance with this Agreement. Upon completion of any outstanding items,
Operator or Developer shall deliver an Acceptance Confirmation thereof to Nuevo
and the other within 10 days of such completion. After Final Acceptance,
Developer shall be responsible for and shall release, hold harmless and
indemnify Operator and Nuevo from all claims, demands, losses or damages, of
any sort whatsoever, relating to the design, engineering, permitting,
maintenance, repair, replacement, relocation, removal and reinstallation of any
abandoned wells, pipelines or facilities located within or adjacent to the
Development Areas and all other matters for which it has given an Acceptance
Confirmation and, together with all other work performed hereunder shall be
referred to as Developer Liability. After Final Acceptance, Operator shall be
responsible for and shall release, hold harmless and indemnify Developer and
Nuevo from all claims, demands, losses or damages of any sort whatsoever,
relating to the design, engineering, permitting, installation, repair,
relocation, removal and reinstallation of all active wells, pipelines or
facilities and all other matters for which it has given Final Acceptance
(Operator Liability). It is the intention of the Parties that upon Final
Acceptance, Nuevo shall have no further liability or obligation with respect to
the Program and the wells, equipment and facilities accommodated under the
Program. Upon Final Acceptance, Nuevo and Operator shall be relieved of any and
all liability directly or indirectly related to Developer Liability; provided
that notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall
not be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer. 2.1.8.3. Liability Allocation. Notwithstanding the
above or
the Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in 9
    Table of Contents  Section 2.1.4.3 against Nuevo to obtain damages for losses suffered as a result
of the failure of Nuevo to timely or properly complete the Program Segment or
work thereunder. All disputes between any of the Parties herein shall be
resolved through arbitration. Any award in such arbitration shall be limited to
the recovery of actual direct damages incurred by Developer. Developer shall
not be entitled to indirect, consequential, special, exemplary or punitive
damages. After Final Acceptance by Developer, Developer shall have no cause of
action with respect to Developers Liability against Operator or Nuevo, or
their successors or assigns. After Final Acceptance by Operator, Operator shall
have no cause of action against Developer or Nuevo or their successors or
assigns for Operators Liability but Operator or Developer may, in its
reasonable discretion, maintain a lawsuit, arbitration or other action against
any construction entities hired by Nuevo (but not Nuevo itself) to perform work
on the Parcel pursuant to a written contract (Construction Entities), to
obtain damages for losses suffered as a result of Nuevos failure to timely or
properly construct the completed work, to the extent caused by such
Construction Entities. In that regard, to the extent it possesses and may
assign same, Nuevo hereby conveys, transfers and assigns (and, if necessary,
will convey, transfer and assign at such time as such cause of action arises)
to Operator and Developer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Nuevo to participate in such
lawsuit or action, as a party or otherwise, and without any responsibility,
warranty, representation or liability for any outcome pursuant thereto or
damages awarded therein. Construction Entities include contractors,
subcontractors, materialmen or other independent entities, but not Operator or
Nuevo, their respective constituent partners, officers, employees or any other
related entities. Upon ten (10) days written request, Nuevo will provide
Operator and Developer with a list of such Construction Entities which have
supplied Operator and/or Nuevo with the Preliminary Notice prescribed by the
California Civil Code for the maintenance of mechanics lien rights (See
Exhibit F to the PSA). Nuevo further agrees to not enter into any contract
with a Construction Entity that waives the liability for such entitys
negligence. 2.1.8.4. Construction Easement. Operator and Developer,
their respective successors and assigns, hereby grant to Nuevo together with
the right to partition, grant and transfer the same, a nonexclusive easement
in gross over the Parcel to the extent necessary to complete all work required
by the Program. 2.1.9. Developer Option to Purchase Wells. Developer may at any time
prior to commencement of grading, elect to purchase any or all of Operators
active wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current
condition of the well, the reserves assigned to the well, the wells
production, operating cost, plugging and abandonment cost, for an injector
well, the replacement cost, and any other matter deemed relevant. For purposes
of this Section 2.1.9, the value of a well shall be equal to the average of
the values determined by the reserve engineers, one to be selected by each
party from the list attached as Attachment 2. Each party shall select one
company from such list by providing written notice thereof within ten days of
the certification date of Operators notice. The value, once determined, shall
be final. Prior to grading, the determined value shall be paid by Developer to
Operator, and such costs to Developer shall not be considered as costs to 10
    Table of Contents  implement the Program. Developer shall notify Operator within ten (10) days of
receipt of the determination of values which wells it elects to purchase.
Developer shall pay the amount to Operator within twenty (20) days of such
notice. Upon receipt of such payment, Operator shall promptly (i) shut in any
applicable wells, if active, and (ii) deliver to Developer a Bill of Sale for
any such well and transfer operatorship to Developer. Developer shall (iii)
assume operatorship and obtain all necessary permits and governmental
approvals to act as Operator, (iv) not return any well it purchases to
production, and (iv) cause such wells to be plugged and abandoned and all
gathering lines and facilities abandoned and, if above ground, removed all in
accordance with all Governmental Agency regulatory requirements at Developers
sole cost and expense in the same time and manner required of Operator under
the Program. Any ancillary costs associated with the purchase and plugging and
abandonment of any such wells and removal of facilities therefor shall not be
considered as Reimbursement Amounts. 2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein: I. Post closure-Pre Grading Events A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 hereto, to the
following matters as more specifically set out in Attachment 4 and schedules
thereto:  i.
    
    the location and size of the area
for the expansion of the existing Tonner Canyon Tank
Farm (Tank Farm), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(EN Tank Farm).ii.
    
    the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by the
East Naranjal Tank Farm. (References to grade within
this Agreement refer only to those lines for which
burial is required.) The final alignment and grade will
be mutually agreed to so as to avoid conflict with
future development to the extent possible and to avoid
future interruption of service.iii.
    
    the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Steams gas plant
location (Gas Plant). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.iv.
    
    INTENTIONALLY OMITTED 11
    Table of Contents  v.
    
    shall mutually agree upon the location, alignment and grade
of the sales point for the ConocoPhillips (formerly Tosco)
pipeline to serve the Tank Farm.vi.
    
    shall mutually agree upon the location, alignment and grade
of the gas gathering system and associated facilities, and service
lines between the Gas Plant and the Tank Farm.vii.
    
    shall mutually agree upon the final grade elevations for
each existing well remaining in the Development Areas, or impacted
by grading for the Development Areas.viii.
    
    shall mutually agree upon access plans to provide for
interim and final access to accommodate the Program work and all
future oilfield-related activities.  B.
    
    Developer, at Developers cost and expense, shall:  i.
    
    Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be
designed to be completed in three phases to correspond to the work
set out in Attachment 2, all as approved by the appropriate
Governmental Agency.ii.
    
    Prepare a soils and geological review of the Grading Plan.iii.
    
    Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tenner Hills EIR.iv.
    
    Prepare a preliminary utility master plan (Street and
Utility Improvement Plans) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.v.
    
    Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.vii.
    
    Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.viii.
    
    Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants. 12
    Table of Contents  C.
    
    Nuevo at Developers cost and expense shall:  i.
    
    Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).ii.
    
    Complete improvement and relocation plans and process them
through the appropriate Governmental Agencies (as necessary) for
the relocation of the Tank Farm service lines, the East Naranjal
Tank Farm service lines, the Gas Plant service lines, natural gas
gathering lines and 12KV power lines.iii.
    
    Prepare and submit the well abandonment program, as set
out in Attachment 4, for permitting through CDOGGR.iv.
    
    Prepare schematic facilities plans for pipelines and
facilities (Facilities Plan) to service the wells to be
accommodated within and adjacent to the Development Areas.v.
    
    Construct the Tank Farm improvements.vi.
    
    Remediate the identified contaminated soils associated with
the EN Tank Farm. Exhumed soils will be isolated and stockpiled for
placement by Developer with the grading of the first phase of
development in accordance with the approved Remedial Action Plan.
Exhumed soils not meeting the criteria for placement on site will
be removed from the site for appropriate disposal.vii.
    
    Decommission the EN Tank Farm once the service lines are
connected to the improved Tank Farm.viii.
    
    Construct the new service lines as required to the Tank
Farm, rerouting lines currently serving the East Naranjal Tank
Farm, and prepare as-built plans for those service lines which are
permanent.ix.
    
    Drain, flush and mark for grading any identified abandoned
EN Tank Farm and Tank Farm pipelines.x.
    
    Construct the temporary or permanent (as applicable) gas
gathering lines and facilities to the Gas Plant.xi.
    
    Flush and mark any identified abandoned below ground
pipelines and facilities for grading.xii.
    
    Relocate the 12KV line from the existing electrical
substation to the existing Gas Plant and Tank Farm as necessary. 13
    Table of Contents  xiii.
    
    Locate and mark all identified
pipelines and facilities within the area to be graded.xiv.
    
    Relocate the point of sale for the
ConocoPhillips (formerly Tosco) pipeline to the
relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.xv.
    
    Complete the design drawing for all
service-related facilities not otherwise contemplated
herein.xvi.
    
    Prepare and submit fire and seismic
protection plans for accommodated facilities.  II.
    
    Site Clearing and Site Grading Events Within the Development Areas. A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4:  i.
    
    Shut in the appropriate wells as necessary; and all appurtenant
service lines and pipelines for such wells will be
drained, flushed and marked in place.ii.
    
    Disassemble and remove the surface facilities for such wells (test
bubbles, manifolds, valves, etc.).iii.
    
    Remove all well site equipment associated with such
wells.iv.
    
    Remove all of Operators surface and
subsurface power lines and transformers.v.
    
    Relocate, as necessary, power lines, pipelines and facilities to
service wells located outside of the Development Areas.vi.
    
    Cause all identified wells impacted by grading to be clearly
marked.vii.
    
    Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal. 14
    Table of Contents  viii.
    
    Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.ix.
    
    Maintain full authority over the
cleanup and remediation operations for any crude oil
released as a result of Developers performance. All
such costs shall be for the account of Developer.x.
    
    Provide Developer with copies of all inspection records and
reports and test results for any contaminated soils
associated with the well work. B. Upon the issuance of a grading permit, Developer at Developers cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4:  i.
    
    Provide construction staking to
define the limits of the area to be cleared and
developed.ii.
    
    If not previously commenced, notify
the appropriate Governmental Agencies and all
interested parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)iii.
    
    Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developers grading program.iv.
    
    Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).v.
    
    Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.vi.
    
    If not previously remediated by Nuevo
during the soils remediation process of those sites that
are set out in Attachment 4 as Developers
responsibility, remediate (at Developers cost) those
specific sites requiring remediation identified in the
approved Remedial Action Plan that lie within
Development Areas or within the grading area adjacent to
the Development Areas including 15
    Table of Contents  exhuming and remediating the contaminated soils which
it shall also isolate and stockpile for placement by
the Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developers cost) from the site for
appropriate disposal.  vii.
    
    At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan. C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4:  i.
    
    Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.ii.
    
    Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.iii.
    
    Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.iv.
    
    Relocate temporary service lines
serving the oil operations as may be necessary. D. During grading, on a Segment-by-segment basis, in accordance with
the phasing plan, Developer shall:  i.
    
    Prepare and process the Precise Area
Plans and Level B Tentative Maps through the appropriate
Governmental Agencies, showing the final lot layout and
the Joint Use and Exclusive Use Areas to be retained
around the wells remaining in operation. The Precise
Area Plans will clearly identify all wells to be
abandoned, and identify all abandoned wells that will
require methane venting in accordance with the
requirements of the Orange County Fire Authority and
other appropriate Governmental Agencies. 16
    Table of Contents  ii.
    
    Grade the Development Areas in accordance with the approved Grading
Plan.iii.
    
    Immediately notify Nuevo and Operator in the event Developer excavates
any unidentified previously abandoned wells. Developer shall promptly
reabandon such wells in accordance with the requirements of all
appropriate Governmental Agencies.iv.
    
    Place soils stockpiled as a result of Developers remediation activities
within deep fills in accordance with the criteria established within the
approved Remedial Action Plan. The location and constituency components
of these soils will be detailed and reported in the final grading report
prepared by the Developer.v.
    
    Install all required erosion control devices in accordance with the
approved Grading Plan, ensuring that storm runoff will be diverted from
the area(s) affected by the Program.vi.
    
    At all times comply with the General Construction Activity Stormwater
Permit.vii.
    
    Based upon the approved Precise Area Plans, provide Nuevo and Operator
with grade elevations and staking for all wells.viii.
    
    Prepare the grading plans (Grading Plans) and process them for
approval by the appropriate Governmental Agencies.ix.
    
    Prepare the final Street and Utility Improvement Plans and process them
for approval by the appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil production service
facilities as provided by Operators Facilities Plan.x.
    
    Prepare the Level B Final Maps and process them for approval by the
appropriate Governmental Agencies, and record such maps at the County
Recorders office. The Level B Final Maps will identify all Exclusive and
Joint Use Areas.xi.
    
    Identify and dispose of any previously unidentified oil production
facilities or third party facilities uncovered during the course of the
grading operation.xii.
    
    Cleanup and remediate any crude oil released during the course of the
grading operations according to standards approved by the appropriate
Governmental Agency. 17
    Table of Contents  xiii.
    
    Prepare a final soils and geological
report on the Development Areas and obtain from the
appropriate Governmental Agency, a final compaction
certificate relating thereto, within sixty (60) days of
completion of grading for each phase.xiv.
    
    Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements. E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows:  i.
    
    Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.ii.
    
    Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties joint satisfaction.iii.
    
    Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands. III. Post-Grading Events: A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:  i.
    
    Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.ii.
    
    Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas. 18
    Table of Contents  iii.
    
    Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.iv.
    
    Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operators continued operations in
accordance with grading operations.v.
    
    Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.vi.
    
    Install seismic monitoring devices
as required by the mitigation measures in the Final
Tonner Hills Environmental Impact Report. B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan,
Developer shall:  i.
    
    Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.ii.
    
    Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.iii.
    
    Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.iv.
    
    Provide construction staking for the
installation of Operators wells, pipelines and
facilities within the Development Areas.v.
    
    Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.vi.
    
    Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency. C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:  i.
    
    Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and 19
    Table of Contents  continuing oil operations. State Proposition 65
language will be included in any Homebuyer
notification.ii.
    
    Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.iii.
    
    Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.iv.
    
    Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan. 2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
Developer Improvements including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4, so as to minimize the disruption of Operators
remaining Oil Operations, (e) after Final Acceptance by Developer of the
completed work, Developer shall be solely responsible for all maintenance,
repair, replacement, removal, and reinstallation of such completed work for
which Developer assumes Developers Liability and for any liability as a result
thereof or pertaining thereto. Developer shall bear the cost of future
relocation of such work requested by Developer and performed by Operator.
Developer shall fully cooperate with Nuevo and Operator in the implementation
of the Program. Developer shall (i) timely process all of its permit requests;
(ii) comment on all applicable submittals of specifications or plans within
five business days; and (iii) make all facilities available for accommodation
under the Program such that Nuevo may commence the Project Segment. To the
extent that Developer fails to fully and timely cooperate with Nuevo and Nuevo
incurs penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Developer and Developer
hereby agrees to indemnify and hold Nuevo harmless therefrom. Developer shall
also be liable to Operator for any and all incremental cost or expense incurred
by Operator in the performance of its work in the Program as a result of
Developers (or Nuevos, if acting on behalf of Developer) failure to fully and
timely perform and complete Developers Improvements. Developer shall use good
faith, commercially reasonable efforts to timely and expeditiously perform its
obligations and rights under this Agreement in a manner that minimizes the
interruption or curtailment of production and shall be liable to and indemnify
Operator for all losses resulting from the failure to do so. 2.3.1 Processing Costs  Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals. 20
    Table of Contents  2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (Operator Improvements) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline and
facility locations, use of new, refurbished or salvaged equipment and materials
and the staging of the work to be performed shall be made by Nuevo in the
exercise of its reasonable discretion and in a manner consistent with customary
oil field practices. Should Operator request changes or modifications to the
design and engineering of Operator Improvements other than changes or
modifications required by applicable law or governmental regulations and should
Nuevo determine that such modifications can be incorporated into the Program
within the time duration specified in Attachment 4, Nuevo shall make such
modification provided that Operator prepays all incremental costs associated
with such modification. Operator shall not request a modification to the wells
or well classifications set out in Schedule B to Attachment 4 without first
obtaining the written approval of Developer. Incremental costs associated with
such well changes, if any, shall be pre-paid by Operator. 2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program. 2.4 Miscellaneous. 2.4.1 Remedies. 2.4.1.1 Default/Cure. Each of the terms, conditions,
covenants and provisions of the Development Documents is a material
consideration for this Agreement, the breach of which shall be deemed a default
hereunder. Said default shall be deemed to have occurred if a Party has not
effected a cure within ten (10) days for payment of money hereunder and thirty
(30) days for all other defaults of receipt of notice specifying the breach in
the case of any of the obligations hereunder; provided, however, except as
otherwise specified herein, in the case of a breach of any of Nuevos
obligations hereunder, other than for the payment of money, which is not
capable of being cured within said thirty (30) day period, no default shall be
deemed to have occurred so long as Nuevo commences to cure such default within
ten (10) days of Notice and thereafter diligently and continuously prosecutes
the same to completion; provided however, that any such cure shall be
accomplished within ninety (90) days of the event giving rise to the Notice. 2.4.1.2 Remedies Cumulative. All rights, options and
remedies of either Party contained in this Agreement shall be construed and
held to be cumulative, and none of them shall be exclusive of the other, and
either Party shall have the right to pursue any one or all of such remedies or
any other remedy or relief which may be provided by law or equity, whether or
not stated in this Agreement. Further, either Party may exercise 21
    Table of Contents  hereunder, any of the rights, options and remedies, as and to the extent,
described in Sections 5 and 13 of the Development Declaration. 2.4.1.3 Arbitration. Except for the right of either party to
apply to a court of competent jurisdiction for temporary restraining orders,
preliminary injunctions, writs of attachment, writs of possession or other
equitable or provisional relief, any controversy, dispute or claim of any kind
or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of this Agreement, without limitation,
any claim based on contract, tort or statute, shall be settled by final and
binding arbitration by three (3) arbitrators in accordance with the Rules of
the American Arbitration Association then in effect (the Rules). Each party
to the arbitration shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary
to safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of this Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed. In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of this
Agreement, the prevailing party in any and all such arbitration(s) or other
proceeding(s), including any bankruptcy proceedings, shall be entitled to
recover from the non-prevailing party all of the attorneys fees and costs
incurred by such party in each and every such arbitration or other proceeding,
including any and all appeals or petitions therefrom. As used in this
Agreement, attorneys fees shall be deemed, to the extent allowed by law, to
mean the full and actual costs of any legal services actually performed in
connection with the matters involved, calculated on the basis of the usual fee
charged by the attorneys performing such services, and shall not be limited to
reasonable attorneys fees as defined in any statute or rule of court. 2.4.1.4 Waiver. No waiver by either party of a default
under any of the terms of this Agreement by the other, and no delay or failure
to enforce any of the terms of this Agreement shall be a waiver of or shall
affect a default other than as specified in such waiver. The consent or
approval of either party to any act by the other requiring consent or approval
shall not be deemed to waive or render unnecessary consent or approval to or of
any subsequent similar acts. 2.4.2. Continuous Operation. Operator agrees to use good
faith, commercially reasonable efforts to cooperate with Nuevo so that
Nuevo can proceed 22
    Table of Contents  continuously, diligently and in a timely manner in accordance with the terms
and conditions of this Agreement and in accordance with and as required under
the Development Documents, and except where mutual agreement is expressly
required, if Nuevo cannot proceed continuously and diligently due to
Operators unexcused failure to cooperate the same shall, at the option of
Nuevo, be considered as an event of default herein, except as such failure to
so proceed is excused by reason of any Unavoidable Delay. 2.4.3. Assignment. Nuevo may assign its rights hereunder at any time
without the consent of Developer. 2.4.4 Subdivision Maps and Applications. Subject to the provisions of the
Development Documents, if required to do so, and provided there exists no
default thereunder, Operator agrees, without cost to Operator and Nuevo, to
execute any and all Developer approved Level B Final Maps, applications and
petitions pertaining to the development of any portion of the Parcel. 2.4.5. Captions. The captions used herein are for convenience only, are
not part of this Agreement and do not in any way limit or amplify the
scope or intent of the terms and provisions hereof. 2.4.6. Invalidity of a Provision. If any provision of this Agreement shall
be adjudged by a court in a final and non-appealable judgment to be void,
invalid, illegal or
unenforceable for any reason, the same shall in no way affect (to the
maximum extent
permissible by law) any other provision of this Agreement, the application
of any such provision
under circumstances different from those adjudicated by the court, or the
validity or
enforceability of this Agreement as a whole, but only to the extent that
performance of such
remaining provisions would not be inconsistent with the intent and
purposes of this Agreement. 2.4.7. Notices. Any notice to be given or other document to be delivered
by any Party to the other or others hereunder, and any payments between
parties, may be
delivered in person to an officer of any party, or may be delivered by
Federal Express, private
commercial delivery or courier service for next business day delivery, or
may be deposited in the
United States mail, duly certified or registered, return receipt
requested, with postage prepaid,
and addressed to the party for whom intended, as follows: 23
    Table of Contents  If to Nuevo (Nuevo):Nuevo Energy Company1021 Main, Suite 2100Houston, Texas 77002Attn:
    
    Phillip A. GobePhone:
    
    713-374-4832Fax:
    
    713-374-4817Email:
    
    gobep@nuevoenergy.comandAttn:
    
    Phillip E. SorbetPhone:
    
    661-395-5431Fax:
    
    661-395-5294Email:
    
    sorbetpp@nuevoenergy.comCopy to:Ullom Associates16149 Redmond Way, Ste. 401Redmond, Washington 98052Fax:
    
    (425) 836-2870Phone:
    
    (425) 836-2728Email:
    
    ullomjw@aol.comNossaman, Guthner, Knox & Elliott, LLP18101 Von Karman Avenue, Suite 1800Irvine, California 92612-1047Attn:
    
    William P. Tanner, IIIFax:
    
    (949) 833-7878Phone:
    
    (949) 833-7800Email:
    
    wtanner@nossaman.comTo Operator:
    
    BlackSand Partners, L.P.Attn:
    
    Tim Collins1801 Broadway, Suite 600Denver, Colorado 80202Fax:
    
    (303) 296-0329Phone:
    
    (303) 296-1908Email:
    
    timdenver@aol.com
 24
    Table of Contents  Copy to:Arthur Wright, Esq.Thompson & Knight LLP1700 Pacific Avenue, Suite 3300Dallas, Texas 75201Fax:
    
    (214)999-1695Phone:
    
    (214) 969-1409Email:
    
    arthur.wright@tklaw.com
 To Developer: To be added upon execution of this Agreement by any Developer. Notice may also be given by facsimile transmission (Fax) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above. 2.4.8. Binding Effect. Subject to Section 2.3.3 concerning assignments,
it is the intent of the Parties that the covenants, conditions, and
agreements imposed by this
Agreement (i) shall be binding upon and inure to the benefit of the
Parties and their respective
successors, heirs and assigns to all or any portion of the Minerals or to
a Developer and (ii) all of
the obligations of Nuevo as stated herein shall be binding upon and
enforceable against Nuevo
by any successor to Buyer. 2.4.9. Further Assurances. Each of the Parties shall execute and deliver
all additional papers, documents and other assurances, and shall do all
acts and things reasonably
necessary in connection with the performance of its obligations hereunder
and to carry out the
intent of the Parties. 2.4.10. Time of Essence. Time is of the essence of each provision of this
Agreement of which time is an element. Any reference in this Agreement
to time for
performance of obligations or to elapsed time shall mean consecutive
calendar days, months or
years, as applicable, unless otherwise explicitly indicated herein. 2.4.11. Term. This Agreement shall remain in effect from the date first
shown above until Final Acceptance or the Expiration of the Development
Agreement between
Nuevo and Orange County dated December 19, 2002. Expiration of this
Agreement shall not
terminate any payment obligation, indemnity obligation or assumption of
liability all of which
shall survive this Agreement and remain in full force and effect. 25
    Table of Contents  2.4.12. Attorneys Fees. If any action or proceeding is instituted to
enforce or interpret any provision of this Agreement the prevailing party
shall by entitled to recover such amounts as the court may judge to be
reasonable as costs incurred in such action, including, without limitation,
court costs and attorneys fees. 2.4.13 Payments. Any amounts which are due and owing to Nuevo or
Operator pursuant to the various terms of the Development Documents shall
be paid as specified.
If any of these amounts are not paid when due, such amounts shall bear
interest as specified in
the particular Section of the Development Document requiring such payment
or, if not so
specified, then at the maximum nonusurious rate which may be charged by a
nonexempt lender. 2.4.14
Applicable Law. This Agreement and the documents in the forms
attached as exhibits hereto shall be governed by and construed under the
laws of the State of California. The Parties have executed this Agreement on the date first set forth
above. BLACKSAND PARTNERS, L.P.,a Texas Limited Partnership

    NUEVO ENERGY COMPANY,a Delaware corporationBy:
    
    BlackSand Energy, Inc.,
    
    By:a Delaware corporationGeorge B. NilsenIts:
    
    General Partner
    
    Its:
    
    Senior Vice PresidentBy:
    
    
    
    By:Tim Collins
    
    
    
    Phillip A. GobeIts:
    
    President
    
    Its:
    
    Chief Operating Officer
 26
    Table of Contents  PAYMENT AND PERFORMANCE AGREEMENT ATTACHMENT 1 LEGAL DESCRIPTION OF LAND
    ATTACHMENT



TABLE OF CONTENTS  1st Amendment to Shareholder Rights PlanPurchase and Sale AgreementPurchase and Sale AgreementComputation of Earnings to Fixed ChargesSubsidiaries of the RegistrantConsent of KPMG LLPConsent of Ryder Scott Company L.P.Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906    Table of Contents "1" THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST
62.67 CHAINS TO A 2"X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1°
45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH
1° 45' WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS;
THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2*X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5
    Table of Contents  1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73°
32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH
15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THETRUE POINT OF
BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65°
23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89°
10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND, SAID
POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT 11B;
THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2"
X 2" STAKE AND THETRUE
POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85°
48' 16" WEST,
380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4°
11' 44" EAST 1750.00 FEET
TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16"
EAST 380.00 FEET TO A 2" X
2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00
FEET TO A 2" X 2" STAKE
ANDTHE TRUE POINT OF BEGINNING. ALSO EXCEPTINGTHEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5
    Table of Contents  ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;  THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5
    Table of Contents  THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS 
N10°33'18"E 381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18" E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;  THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18";E
381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48
FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS. IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5
    Table of Contents  THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9°
48' 11"
WEST 529.60 FEET TO A 2"; X 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST,
380.00 FEET TO A 2" X 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A
2" X 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2"
X 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" X
2" STAKE AND THETRUE POINT
OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT  Al
SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. PREPARED BY: THE KEITH COMPANIESUNDER THE DIRECTION OF:(SEAL)
    
    -s- KATHLEEN SUSAN TETREAULT
KATHLEEN SUSAN TETREAULT P.L.S.7297
MY LICENSE EXPIRES 12/31/2004
January 31, 2003
JN: 13207.00
 Page 5 of 5
    Table of Contents  ATTACHMENT 2 LIST OF ENGINEERING FIRMS PER SECTION 2.1.9 Cawley, Gillespie & Associates, Inc. DeGolyer & McNaughton, Inc. Netherland, Sewell & Associates, Inc. Ryder Scott Company     Table of Contents  ATTACHMENT 3 TO EXHIBIT I
RELATED THIRD-PARTY EASEMENTS,
CONTRACTS AND LICENSE AGREEMENTS (Oil Field Related Third Party
Easements and License  TPEL) RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationRight-of-Way
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil Oil
Corporation
    
    82-340271 Los
Angeles CountyLicense
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell
OilCompany
    
    UnrecordedLicense PSA
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western
E&P Inc.
    
    UnrecordedEasement
    
    7/27/62
    
    Union Oil Company of
California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/626245/654Easement
    
    9/13/84
    
    Union Oil Company of
California
    
    City of Brea
    
    10/11/8484-421551Easement
    
    9/10/85
    
    Union Oil Company of
California
    
    City of Brea
    
    10/7/8585-382994Easement
    
    9/2/86
    
    Union Oil Company of
California
    
    Brea H.O.P.E.
Inc.
    
    10/1/8686-459482Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96Inst.
19960153323Easement
    
    3/18/96
    
    Union Oil Company of
California
    
    City of Brea
    
    3/29/96Inst.
19960153324Easement
    
    1/26/82
    
    Union Oil Company of
California
    
    Mobil
OilCorporation
    
    3/31/82Inst. 82-340271[Los
Angeles County]Easement
    
    8/21/67
    
    Union Oil Company of
California
    
    Shell
OilCompany
    
    N/AEasement
    
    11/10/88
    
    Union Oil Company of
California
    
    Shell Western
E&P Inc.
    
    N/AEasement
    
    4/1/58
    
    Union Oil Company of
California
    
    The Metropolitan
Water District of
Southern California
    
    5/21/584291/400Easement for Oil
    
    10/16/58
    
    Collier Carbon and
    
    Union Oil
    
    11/3/58 Page 1 of 3    Table of Contents  RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationWells
    
    
    
    Chemical Corporation
    
    Company of
California
    
    4470/10Non-Exclusive
Easement and
Right-of-Way
    
    7/27/62
    
    Union Oil Company
of California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/62 6245/654Right-of-Way
    
    10/2/62
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    1/18/63 6399/705Grant
of Easement
    
    9/18/78
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    2/5/79 13024/1157Grant
of Easement
    
    5/17/88
    
    Union Oil Company
of California, dba
UNOCAI
    
    Southern California
Edison Company
    
    6/7/88 Inst.
88-268095Easement
    
    9/15/95
    
    Union Oil Company
of California, dba
UNOCAI
    
    UNOCAL California
Pipeline Company
    
    10/25/95 Inst.
19950473641Grant
of Easement
    
    12/11/95
    
    Union Oil Company
of California, dba
UNOCAI
    
    Southern California
Edison Company
    
    1/4/96 Inst.
19960004773Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153322Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153323Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153324Easement
    
    5/7/96
    
    Nuevo Energy Company
    
    Union
Oil Company
of California
dba UNOCAI
    
    5/26/96 Inst.
19960254739Pipeline
Right-Of-Way
    
    5/12/02
    
    The Sterns Ranchos
Company
    
    Pacific Coast Oil
Company
    
    6/25/02 Do not
have recording
info.License
    
    5/1/59
    
    Union Oil Company
of California
    
    Shell
Oil Company
    
    Do not have
recording info. Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company. Page 2 of 3    Table of Contents  ADDITIONAL CONTRACTS AND GIFT DEED  1.
    
    Memorandum of Understanding between Nuevo, County of Orange and City of
Brea
dated December 10, 2002 regarding pre-annexation.2.
    
    Development Agreement dated December 4, 2002, between Nuevo and County of
Orange.3.
    
    Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo
dated as of October 28, 2002.4.
    
    Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District
Conveying 0.425 acres, recorded on February
, 2003 as Instrument
No.. Page 3 of 3    Table of Contents  Attachment 4 Brea Field Development Accommodation Program AgencyCategory
    
    Responsible
    
    
    
    ApprovalCost ($)
    
    Duration
    
    Activity
    
    Party
    
    Action
    
    RequiredPRE-PHASE I
Initial Activity170,000
    
    7 weeks
    
    G,T
    
    Nuevo
    
    Preliminary Engineering Design: Pipelines, Tank Farms, Utilities, Power System300,000
    
    7 weeks
    
    T
    
    Nuevo
    
    SCAQMD Permitting: Tank Farm(s), Compressors, Pumps, Vessel, etc
    
    SCAQMD3 months
    
    R
    
    Developer
    
    Re-vegetation of Open Space (Reference Schedule E)
    
    USA COE3,061,500
    
    36 weeks
    
    A,B,C,D,E
    
    Nuevo
    
    Begin Procurement: Tanks, Vessels, Pipe, Transformers, Pumps1,830,000
    
    20 weeks
    
    G
    
    Nuevo
    
    Detailed Engineering Design2,080,000
    
    20 weeks
    
    M,O
    
    Nuevo
    
    Initial Abandonment of Idle Wells & Re-Abandonments (25 Total) Covering All Phases of Project (Reference Well Work
Listing - Schedule B)
    
    CALDOGGRPRE-PHASE I
Intermediate Activity3,061,500
    
    36 weeks
    
    A,B,C,D,E
    
    Nuevo
    
    Continue Procurement: Tanks, Vessels, Pipe, Transformers, Pumps1,908,200
    
    4 months
    
    R
    
    Nuevo
    
    Remediation Required by EIR (Reference Schedule D)
    
    OCHCA4 weeks
    
    G
    
    Nuevo
    
    Building Permits: Tanks, Power System, Vessels
    
    BLDGDEPT1,150,000
    
    13 weeks
    
    I,M
    
    Nuevo
    
    Removal of
Infrastructure within Development Area (Reference Drawings BO-200-2003, 2004, 2005)
and Initial Abandonment of Active Wells (17
wells) for Phase I (Reference Well Work Listing - Schedule B)
    
    OCHCA1,000,000
    
    30 weeks
    
    A,C,F
    
    Nuevo
    
    Begin Construction of Field Infrastructure1,000,000
    
    30 weeks
    
    D
    
    Nuevo
    
    Begin Construction of Power System456,000
    
    19 weeks
    
    B
    
    Nuevo
    
    Construct Expanded Tonner Canyon Tank Facility
    
    SCAQMDDeveloper
    
    Tentative Map (needed prior to grading)PRE-PHASE I
Final Activity1,661,000
    
    30 weeks
    
    A,C,F
    
    Nuevo
    
    Construct Field InfrastructureDeveloper
    
    Corehouse Demolition1,840,000
    
    30 weeks
    
    D
    
    Nuevo
    
    Construct Power System500,000
    
    4 weeks
    
    L
    
    Nuevo
    
    Temporary Removal of Equipment for Accommodated Wells (46 wells) for Phase I in Development and Grading Areas
(Reference Well Work Listing - Schedule B)3,417,936
    
    9 months
    
    I,R
    
    Nuevo
    
    East Naranjal Tank Farm Demolition 4 Remediation
    
    OCHCAPHASE IDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure2,135,000
    
    17 weeks
    
    P
    
    Nuevo
    
    Raise/Lower Wellheads of All Phase I Accommodated Wells (46 Wells) (Reference Well Work Listing-Schedule B)165,000
    
    4 weeks
    
    M,O
    
    Nuevo
    
    Final Abandonment of Phase I Wells (35 Idle, Re-Abandonments &Active Wells)( Reference Well Work Listing -
Schedule B)
    
    CALDOGGR1,941,000
    
    17 wwks
    
    L
    
    Nuevo
    
    Accommodation for Phase I Accommodated Wells (46 Wells) ( Reference Well Work Listing- Schedule B)225,000
    
    13 weeks
    
    I,R
    
    Nuevo
    
    Removal of Infrastructure (Reference Drawings BO-200-2003, 2004, 2005) within Development Area and Initial Abandonments
of Active Wells (8 wells) for Phase II (Reference Well Work Listing - Schedule B)
    
    CALDOGGR200,000
    
    4 weeks
    
    I,L
    
    Nuevo
    
    Temporary Removal of Equipment for Accommodated Wells (21 wells) for Phase II (Reference Well Work Listing -Schedule B)PHASE IIDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure900,000
    
    17 weeks
    
    P
    
    Nuevo
    
    Raise/Lower
Wellheads of All Phase II Accommodated Wells (21 Wells) (Reference Well Work Listing - Schedule B)85,000
    
    4 wwks
    
    M,O
    
    Nuevo
    
    Final Abandonment of Phase II Wells (14 Idle, Re-Abandonments & Active Wells)( Reference Well Work Listing -Schedule B)
    
    CALDOGGR1,018,000
    
    17 weeks
    
    L,H
    
    Nuevo
    
    Accommodation for
Phase II Accommodated Wells (21 wells) ( Reference Well Work Listing - Schedule B)100,000
    
    4 weeks
    
    I,R
    
    Nuevo
    
    Removal of Infrastructure and Initial Abandonment of Active Wells (3 wells) for Phase III Reference Well Work Listing -
Schedule B)
    
    CALDOGGRPHASE IIIDeveloper
    
    Grading to include line and grade for wells and associated permanent infrastructure92,000
    
    1 week
    
    M,O
    
    Nuevo
    
    Final Abandonment of
Phase III Wells (4 idle and active wells) (Reference Well Work Listing - Schedule B)
    
    CALDOGGR84,000
    
    4 weeks
    
    S
    
    Nuevo
    
    Seismic Sensor Installation
    
    BLDGDEPT revised 1-30-03 by mgh     Table of Contents  Schedule A Accommodation Categories Activity
    
    BreaCode
    
    Accommodation Costs
    
    ($M)InfrastructureA
    
    Water flood
    
    
    695B
    
    Production Gathering
    
    
    2,822C
    
    Gas Collection
    
    
    2,296D
    
    Electrical
    
    
    5,247E
    
    Taxes / Freight
    
    
    1,060F
    
    Misc.(NDE&Cathodic Protection)
    
    
    300G
    
    Engineering
    
    
    2,000Total Infrastructure
    
    
    14,420OtherH
    
    Noise Control, Fencing, & Screens
    
    
    600I
    
    Demolition
    
    
    1,000J
    
    New Warehouse
    
    
    76L
    
    PCP or SPS Units (46)
    
    
    2,875M
    
    Well Abandonments (46)
    
    
    2,7600
    
    Well Reabandonments (10)
    
    
    1,000P
    
    Raise / Lower Wellheads (74)
    
    
    3,039R
    
    Soil Remediation
    
    
    3,850S
    
    Seismic
    
    
    80T
    
    Permits
    
    
    300Total - Other
    
    
    15,580Grand Total
    
    
    30,000 Revised 1-29-03 mgh     Table of Contents  Schedule B Well Work Listing AbandonmentsDevelopment
    
    
    
    Vaulted
    
    PeripheralPhase
    
    Idle Wells
    
    Active Wells
    
    Reabandonments*
    
    Wells
    
    Wells1
    
    EN 17
    
    EN 16
    
    EN 1
    
    EN 26
    
    36 RD1
    
    EN 18
    
    32 RD
    
    EN 2
    
    
    46
    
    
    
    521
    
    
    33
    
    
    
    34
    
    
    
    35
    
    
    
    79
    
    
    
    52 A1
    
    
    40
    
    
    
    51 A
    
    
    
    39
    
    
    
    89
    
    
    
    551
    
    
    50
    
    
    75 RD
    
    
    92
    
    
    
    90
    
    
    
    55 A1
    
    
    51
    
    
    
    91
    
    
    
    
    
    
    
    147
    
    
    
    731
    
    
    152
    
    
    
    144
    
    
    
    
    
    
    
    148
    
    
    
    1601
    
    
    199
    
    
    
    165
    
    
    
    
    
    
    
    150
    
    
    
    1631
    
    
    215
    
    
    
    207
    
    
    
    
    
    
    
    151
    
    
    
    1731
    
    
    216
    
    
    
    208
    
    
    
    
    
    
    
    153
    
    
    
    1741
    
    
    257
    
    
    
    218
    
    
    
    
    
    
    
    171
    
    
    
    1961
    
    
    268
    
    
    
    244
    
    
    
    
    
    
    
    198
    
    
    
    2061
    
    
    284
    
    
    
    258
    
    
    
    
    
    
    
    221
    
    
    
    2091
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    232
    
    
    
    2101
    
    
    

    
    
    
    301
    
    
    
    
    
    
    
    256
    
    
    
    2131
    
    
    
    
    
    
    304
    
    
    
    
    
    
    
    269
    
    
    
    2221
    
    
    
    
    
    
    309
    
    
    
    
    
    
    
    285
    
    
    
    2231
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    287
    
    
    
    2241
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    288
    
    
    
    2251
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    292
    
    
    
    2491
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    294
    
    
    
    2821
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159
    
    
    
    3021
    
    
    
    
    
    
    
    
    
    
    
    
    
    217 RD21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2472
    
    
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    80
    
    
    
    17
    
    
    
    87
    
    
    
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    81 RD
    
    
    41
    
    
    
    134
    
    
    
    742
    
    
    
    
    
    
    88
    
    
    
    42
    
    
    
    180
    
    
    
    1332
    
    
    
    
    
    
    100
    
    
    
    44
    
    
    
    211
    
    
    
    1412
    
    
    
    
    
    
    164
    
    
    
    
    
    
    
    230
    
    
    
    1682
    
    
    
    
    
    
    178
    
    
    
    
    
    
    
    259
    
    
    
    1762
    
    
    
    
    
    
    203
    
    
    
    
    
    
    
    276
    
    
    
    1772
    
    
    
    
    
    
    251
    
    
    
    
    
    
    
    281
    
    
    
    1812
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    293
    
    
    
    1902
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2192
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    241222222223
    
    
    197
    
    
    
    1303
    
    
    
    
    
    
    1923
    
    
    
    
    
    
    194Total Wells
    
    
    16
    
    
    
    28
    
    
    
    9
    
    
    
    33
    
    
    
    34 *     Reabandonments subject to verification of need Schedule B     Table of Contents  Schedule C Drawing List Drawing Number
    
    Drawing TitleBO-200-2001
    
    Conceptual Pipeline/Electrical CorridorBO-200-2003
    
    Existing Oil Gathering System for Real Estate DevelopmentBO-200-2004
    
    Existing Gas Gathering System for Real Estate DevelopmentBO-200-2005
    
    Existing Water Injection System for Real Estate Development     Table of Contents  Schedule D Remediation Required By EIR (Nuevo) As set out in the approved Remedial Action Plan submitted December 16, 1999, as amended October 3, 2001, December 27, 2001 and January 13, 2003     Table of Contents  Schedule E Re-Vegetation Of Open Space As set out in the Biological Assessment included within the Biological Opinion dated December 30, 2002 as used by the US Army Corps of Engineers in its Section 404 Permit     Table of Contents  EXHIBIT J ASSUMPTION OF OBLIGATIONS The undersigned acknowledge and agree that they have received valuable
consideration for executing this Assumption of Obligations and assuming all
the obligations of Buyer under the Agreement (including specifically without
limitation those obligations in Sections 3.2, 3.4, 3.5, 3.7, 5.28 and 5.29
thereof) as the beneficiary of (a) the further transfer of Property Interests,
(b) the assignment provisions in Section 5.18 and (c) otherwise in connection
with the recitals, covenants and promises between Seller and Buyer in the
Agreement, and in exchange therefor, hereby assume, in addition to and not in
lieu of the assumption by Buyer of all its duties and obligations under the
Agreement, all of Buyers duties and obligations under the Agreement;
provided, however, that each of the undersigneds potential liability to
Seller pursuant to this Assumption of Obligations shall be limited, to the
value and extent of the Property Interests held by such undersigned entity,
except to the extent of any insurance, surety or other third party proceeds,
contributions and/or liability from which they may benefit relating thereto
and which they hereby agree to pursue in each instance with best efforts on
behalf of Seller. This assumption of obligations shall not apply to an undersigned which
does not actually come into possession of any Property Interests; however, the
assumption shall specifically apply to any successor in interest, assignee, or
grantee. To the extent an undersigned conveys or assigns any of its
prospective or actual interests or rights in or to the Property Interests, the
undersigned shall require any such successor in interest or assignee to agree
in writing to the assumptions of obligations set forth herein. Without in any way limiting the effect of the Indemnity Sections or of
any other obligation, liability, responsibility or indemnity of Buyer under
the Agreement, the following shall apply with respect to this Assumption of
Obligations by the undersigned (jointly and severally, Undersigned)
regarding the Indemnities of Buyer in favor of Seller against Losses in
Section 3 of the Agreement (Indemnity Section): (1) In the event of any mediation, arbitration, reference proceeding,
litigation or any
other dispute resolution method, procedure and/or endeavor (Indemnity
Controversy) for
which defense and indemnity may be claimed by Seller against Buyer, Seller
may demand
defense and indemnity from any or all of the Undersigned, at Sellers sole
discretion. Upon such
demand, the Undersigned to whom such demand is made shall immediately
tender to Seller
defense and indemnity pursuant to the terms of the Agreement. (2) In any Indemnity Controversy, Buyer and/or any or all of the
Undersigned may
make a written request of any trier of fact (Trier) therein for a
specific, special finding
(Finding) that any liability of Seller for which defense and indemnity
applies under the
Agreement shall be identified and allocated in whole or in part by such
Trier, in its sole
discretion, to all or any of the Undersigned and Buyer. For purposes of
this Assumption of
Obligations, a Finding does not occur and is not effective until there
is a final judgment or
other final, non-appealable resolution of the dispute concerning the
Allocation. 1
    Table of Contents  (3) In the event a Finding is made pursuant to this Assumption of
Obligations, Buyer
and the Undersigned shall have the responsibility to Seller, from the date
of the Finding forward,
for only their portion of the Allocation. In the absence of a Finding or
prior to the effectiveness
of a Finding, Buyer and the Undersigned shall be jointly and severally
responsible for the full
amount of liability of Seller for which defense and indemnity applies
under the Agreement. In
no event shall Buyer or the Undersigned have the right to recover from
Seller any defense and/or
indemnity payments made to Seller under this Assumption of Obligations or
the Agreement. (4) To the extent any disputes arise between or among Buyer, the
Undersigned, or
any of them, regarding the matters described in this Assumption of
Obligations, Buyer and the
Undersigned shall resolve such disputes among themselves. Any such
disputes shall not be a
matter for which Seller shall be concerned or in which Seller shall be a
party or participant, or
have any liability whatsoever. , a
    
    
    
    , aBy:
    
    
    
    By:By:
    
    
    
    By:By:
    
    
    
    By:
 2
    Table of Contents  EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (Agreement or Easement Agreement), is made this
28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (Grantor), itssuccessors in interest and assigns and
BLACKSAND PARTNERS, L.P., a Texas limited partnership (Grantee). RECITALS I. Grantor is the owner of that certain real property consisting of
approximately 810
acres, located in the Sphere of Influence of the City of Brea, County of
Orange, State of
California, more fully described on Attachment A (Property). The
Property includes the
Development Areas on which the Project will be developed by Developer. II. Contemporaneously herewith, Grantor sold the Minerals and Appurtenant
Interests, including the Property Minerals (lying in, under and through
the Property), to Grantee
pursuant to that certain Purchase and Sale Agreement dated February 28,
2003 (Purchase and
Sale Agreement or PSA). III. The parties now desire to enter into this Easement Agreement upon
such terms
and conditions as are hereinafter set forth, with the understanding that
all rights granted herein by
Grantor to Grantee are in addition to, and not in limitation of, the
rights enjoyed by Grantee as
the Owner of the Minerals, including the Property Minerals. IV. Initially capitalized terms not otherwise defined herein shall have
the meanings
given in the Purchase and Sale Agreement. The word including as used in
this Easement
Agreement shall mean including without limitation. NOW THEREFORE, in consideration of the Recitals, mutual covenants
contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor and
Grantee hereby agree as follows: 1
    Table of Contents  AGREEMENT EXHIBIT K
EASEMENT AGREEMENT GRANTING EASEMENTS TO
MINERAL BUYER FOR,
 OIL OPERATIONS
     Table of Contents  Escrow No. 225674JC WHEN RECORDED RETURN TO: BlackSand Partners,
L.P. 320 Leyden
Street Denver,
Colorado 80220
Attn: Tim Collins EASEMENT AGREEMENT THIS EASEMENT AGREEMENT (Agreement or Easement Agreement), is made this
28th day of February, 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation (Grantor), its successors in interest and assigns and BLACKSAND
PARTNERS, L.P., a Texas limited partnership (Grantee). RECITALS I. Grantor is the owner of that certain real property consisting of
approximately 810
acres, located in the Sphere of Influence of the City of Brea, County of
Orange, State of
California, more fully described on Attachment A (Property). The
Property includes the
Development Areas on which the Project will be developed by Developer. II. Contemporaneously herewith, Grantor sold the Minerals and Appurtenant
Interests, including the Property Minerals (lying in, under and through
the Property), to Grantee
pursuant to that certain Purchase and Sale Agreement dated February 28,
2003 (Purchase and
Sale Agreement or PSA). III. The parties now desire to enter into this Easement Agreement upon such terms
and conditions as are hereinafter set forth, with the understanding that
all rights granted herein by
Grantor to Grantee are in addition to, and not in limitation of, the
rights enjoyed by Grantee as
the Owner of the Minerals, including the Property Minerals. IV. Initially capitalized terms not otherwise defined herein shall have the meanings
given in the Purchase and Sale Agreement. The word including as used
in this Easement
Agreement shall mean including without limitation. NOW THEREFORE, in consideration of the Recitals, mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Grantor and Grantee hereby
agree as follows: 1
    Table of Contents  A.
    
    GRANT OF EASEMENTS GRANTOR HEREBY GRANTS TO GRANTEE, ITS SUCCESSORS AND ASSIGNS, THE
FOLLOWING EASEMENTS: 1. Temporary Easement. 1.1 A temporary blanket, non-exclusive surface and subsurface easement
and right-of-way over the currently existing roads and currently used areas
for the use for Oil Operations located in and through the Property described
on Attachment A for access, ingress and egress to operate and service each and
all of Grantees Oil Assets and all Facilities now and in the future on the
Property (the Property Minerals Temporary Easement). This Property Minerals Temporary Easement shall terminate and be
quitclaimed by Grantee to Grantor when replaced by the permanent non-exclusive
easement set forth below in Section 2.2.3, which such permanent easement shall
be determined and configured from the Governmental Approvals of the Level A
Final Map or any Level B Final Map. 2. Permanent Easements. Grantor hereby grants to Grantee the following
described
permanent easements, to be effective automatically upon the receipt by
Grantor of the
Governmental Approvals described in Section 1.1 above. No such permanent
easement shall be
subordinated to any right, entitlement, debt instrument, or instrument of
any kind for any
purpose. The Grantor and Grantee shall cooperate in good faith in
determining the exact location
of the permanent easements. 2.1 Exclusive Easements. 2.1.1 Exclusive surface easements for the individual wells within the
Development Areas and the Open Space Areas, as more particularly set forth in
the Purchase and Sale Agreement, including the upper five hundred feet (500)
of the land measured downward from the surface to a depth of five hundred feet
(500) below the surface thereof, around and immediately contiguous to the said
individual wells within the Exclusive Use Area of the existing wells within the
Development Areas and existing and future wells within Open Space Areas. As
more particularly set forth in the PSA: (i) the Development Areas shall mean
those portions of the Property that are designated by Developer for
improvements in connection with the Project, which will be shown in the Level A
Final Map or any Level B Final Map and (ii) the Open Space Areas shall mean
those portions of the Property that are designated for open space within the
Remainder Parcels in the final Area Plan or the Level A Final Map. The said
immediately contiguous Exclusive Use Areas for these wells are anticipated to
be approximately (i) ten feet (10) by ten feet (10) immediately contiguous to
the individual wells within the Development Areas and (ii) sixty feet (60) by
ninety feet (90) immediately contiguous to the individual wells within the
Open Space Areas; the exact configuration of which shall each be determined by
Developer at a later date in consultation with Grantee. Provided, however, when
an existing well lying within the Development Areas is plugged and abandoned,
the easement rights granted hereunder with respect to such existing well shall
automatically cease, terminate and be of no further effect, except for
Grantees required access to promptly remove equipment and facilities
therefrom, and to remediate such well site. 2
    Table of Contents  2.1.2 Exclusive easements for all well bores for wells drilled in the
future from the surface of the real property described on Attachment B to a
depth of five hundred feet (500) below the surface (Tonner Tank Farm and
Main Oil Operations Area). 2.2 Non-Exclusive Easements. 2.2.1 A surface and subsurface easement on, over, under, in and through
the Joint Use Areas as more particularly described in Section 1.1.28 of
the PSA for the purposes
of Oil Operations for the existing wells which are for the joint use of
Grantor (or Grantors
successors in interest, including Developer) and Grantee, and which may be
used by Grantee to
operate, pull, and rework Grantees existing wells, lay, construct,
maintain, operate, repair,
renew, change the size of and remove pipelines and electrical facilities,
together with valves,
meters and other necessary appurtenances, for the transportation of oil,
petroleum, gas, water and
other substances, over, across, along, through in and under the Property.
The Joint Use Areas for
the said individual wells shall be those areas immediately contiguous to
the Exclusive Use Areas
and are anticipated to be approximately sixty feet (60) by ninety feet
(90), the exact
configuration of which will each be determined by Developer at a later
date in consultation with
Grantee. Provided, however, when an existing well lying within the Joint
Use Areas is plugged
and abandoned, the easement granted hereunder shall automatically cease,
terminate and be of no
further effect with respect to such existing well, except for Grantees
required access to promptly
remove equipment and facilities therefrom, and to restore and remediate
such well site. 2.2.2 A non-exclusive easement for all existing well bores and for wells
drilled in the future from the surface of the real property described on
Attachment C to a depth of
five hundred feet (500) below the surface (Corridor Oil Operations). 2.2.3 A surface and subsurface easement and right-of-way on, over,
under, in and through all the Property described on Attachment A as
necessary to provide
Grantee with vehicular and pedestrian access, ingress and egress to each
and every Exclusive
Use Area, Joint Use Area, Oil Asset, Facility and the Retained Properties,
now and in the future
on the Property so Grantee may conduct Oil Operations within the Joint Use
and Exclusive Use
Areas as described herein. Said easements shall be on, over or within,
respectively, public
streets, where practical, and if not, then on, over or within any area of
the Property described on
Attachment A necessary to give reasonable and convenient access, ingress
and egress so Grantee
may conduct such Oil Operations on the land described on Attachments B and
C. Said easement
shall be of a size reasonably necessary to accommodate all Facilities and
turn-arounds therefor,
necessary so Grantee may operate and service such Facilities on the land
described on
Attachments B and C in a reasonably convenient fashion. B. NO
SUBORDINATION GRANTOR AGREES THAT THIS EASEMENT AGREEMENT SHALL NOT BE SUBORDINATED TO
ANY DEBT INSTRUMENT, OR INSTRUMENT OF ANY KIND FOR ANY PURPOSE. 3
    Table of Contents  C. COVENANTS AND ENVIRONMENTAL USE RESTRICTIONS RUNNING WITH THE
PROPERTY GRANTEE AGREES WITH GRANTOR AS FOLLOWS : 1. Performance. 1.1 Access Road. Grantee shall be responsible for construction of an
access
road, twenty feet (20') in width, engineered, constructed, sloped for
drainage and surfaced in
such a manner and with such materials as is necessary to withstand eighty
thousand (80,000)
pounds of well servicing equipment, to the outer perimeter of each of
Grantees Retained
Properties, generally as described on Attachment C. 1.2 Access for Grantee to Wells. Grantor shall at all times in the future grant
Grantee twenty-four (24) hour access to Grantees Facilities on the
Property described on
Attachment A. Grantee and its agents, successors and assigns, shall be
provided at all times with
access to any gates, and keys to any locks on said gates, that may be
constructed on the Property
on Attachment A. Grantee shall be responsible to Grantor for its proportionate share of
all costs for maintenance of or for the ordinary wear and tear on streets
used by Grantee for access to the Facilities and/or caused by its oil field
service vehicles and/or equipment of any kind determined by agreement of the
parties, or failing such agreement within thirty (30) days, by Arbitration
pursuant to Section 5.9 of the PSA. None of Grantees easements shall be blocked or otherwise unreasonably
interfered with by any person or thing at any time. No vehicles or other items
may be placed or stored by Grantor or by a homebuyer or third party (purchaser
or otherwise) on any of said easements so as to block access and use of said
easements by Grantee. Grantee shall have the right, at all times in the
future, to immediately tow any vehicle or other item blocking any of said
easements at the owners expense. 1.3 Requirement for Construction of Certain Streets. In construction of
the
Project Grantor or Developer shall ensure that all of those portions of
the streets over which
Grantee requires easements for access, ingress and egress to the
Facilities shall be engineered,
constructed, sloped for drainage and surfaced in such a manner and with
such materials as is
necessary to withstand eighty thousand (80,000) pounds of well servicing
equipment and have a
minimum width of clearance of twelve feet (12') and shall otherwise meet
all applicable
Governmental Agency requirements. 1.4 Maintenance and Landscaping. Grantee shall be responsible for the
maintenance and upkeep inside the fences on all areas of the Property
described on Attachment
A including the Exclusive Use Areas and Retained Properties. Such
maintenance shall include,
without limitation, all streets, other access roads, walls, fences, gates
and landscaping
surrounding the Exclusive Use Areas and Retained Properties. In the
event Governmental
Agency regulations conflict with the provisions of this Easement
Agreement, Grantee shall
comply with said Governmental Agency regulations; otherwise, the terms and
conditions of this
Easement Agreement shall control. 4
    Table of Contents  1.5 No Structures on Joint Use Areas: No underground or above ground
structure of any kind, including walls and fences, shall be allowed within the
Joint Use Areas unless approved by Grantor in writing as to design, materials
and construction techniques, which approval shall not be unreasonably
withheld. D. MISCELLANEOUS PROVISIONS 1. Incorporation of Recitals and Attachments. Grantor and Grantee
hereby
incorporate into the terms of this Agreement each and every one of the
Recitals contained in
paragraphs I through IV, inclusive, and all the Attachments (with their
attachments and exhibits),
as though fully set forth herein. 2. The parties hereto agree that all defined terms in this Easement
Agreement shall
be as defined in the Purchase and Sale Agreement between the parties, to
which this Easement
Agreement is Exhibit K, unless specifically defined otherwise herein.
As used in this
Easement Agreement, the term to operate and service each of Grantees
oil wells and related oil
field facilities or words of comparable meaning shall include, without
limitation, now and in the
future, the right to drill for, explore, re-drill, work, rework and/or
complete or re-complete wells
for oil, gas and other hydrocarbon substances, water and minerals, of
every type and nature
(collectively, Oil Assets or Property Minerals), together with the
right to produce, store and
inject water and other substances for secondary and/or tertiary recovery
operations or to use
other techniques, whether now known or unknown, and to produce, take,
treat, store and sell oil,
gas and other hydrocarbon substances from the Property together with the
right to permanently
place, locate, relocate, construct, reconstruct, maintain, operate, use,
repair, replace, remove,
move, change the size of, increase the number of and remove: all wells,
pipelines, utilities
(including without limitation water lines and power lines), buildings,
facilities, equipment and
fixtures necessary or desirable for Sellers continued operation of the
oil and gas field
(collectively, Facilities), on, over, under, in and through the
Property, together with the right of
ingress and egress from the Property to all Exclusive and Joint Use Areas,
Retained Properties
and all Facilities wheresoever located on the Property. 3. Attorneys Fees. In the event of any dispute between the parties
hereto or the
institution of any action or proceeding to interpret or enforce this
Easement Agreement, or
arising out of the subject matter of this Easement Agreement, the
prevailing party shall be
entitled to recover its actual expenses, attorneys fees and costs,
including professional or expert
consultation or testimony and paralegal fees, both at trial and on any
appeal and in any
administrative proceeding, including any bankruptcy proceeding. 4. Notices. Any notice to be given or other document to be delivered by
any Party
to the other or others hereunder, and any payments from Grantor to
Grantee, may be delivered in
person to an officer of any party, or may be delivered by Federal Express,
private commercial
delivery or courier service for next business day delivery, or may be
deposited in the United
States mail, duly certified or registered, return receipt requested, with
postage prepaid, and
addressed to the party for whom intended, as follows: 5
    Table of Contents  If to Grantor:Nuevo Energy Company1021 Main, Suite 2100Houston, Texas 77002Attn:
    
    Phillip A. GobeFax:
    
    (713) 374-4817Phone:
    
    (713) 374-4832Email:
    
    gobep@nuevoenergy.comandAttn:
    
    Phil Sorbet1200 Discovery Drive, Suite 500Bakersfield, CA 93309Fax:
    
    (661) 395-5294Phone:
    
    (661) 395-5431Email:
    
    sorbetp@nuevoenergy.comCopy to:Ullom Associates16149 Redmond Way, Ste. 401Redmond, Washington 98052Fax:
    
    (425) 836-2870Phone:
    
    (425) 836-2728Email:
    
    ullomjw@aol.comTo Grantee:
    
    
    
    BlackSand Partners, L.P.BlackSand Energy, Inc.1801 Broadway, Suite 600Denver, Colorado 80202Attn:
    
    Tim CollinsFax:
    
    (303) 296-0329Phone:
    
    (303) 296-1908Email:
    
    timdenver@aol.comandThompson & Knight LLP1700 Pacific Avenue, Suite 3300Dallas, Texas 75201Attn:
    
    Arthur Wright, Esq.Fax:
    
    (214) 969-1751Phone:
    
    (214) 969-1409Email:
    
    arthur.wright@tklaw.com
 6
    Table of Contents  Copy to:Kent G. Snyder, Esq.
2212 Dupont Drive, Suite B
Irvine, California 92612
Fax:   (949) 833-8209
Phone:   (949) 833-9078
Email:   ksnyder@winstarmail.com
 Notice may also be given by facsimile transmission (Fax) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above. 5.     Interpretation: Governing Law. This Easement Agreement shall be
construed
according to its fair meaning and as if prepared by both parties hereto.
This Easement
Agreement shall be construed in accordance with the laws of the State of
California. Any action
shall be brought in a court of competent jurisdiction located in Orange
County, California. The
parties understand and agree that the rights granted herein are private
and may be restricted,
modified or nullified (collectively, Nullification) by the actions of
Governmental Agencies;
and that Grantor makes no representation, promise or covenant that
Nullification will not occur. 6.     No Waiver. No delay or omission by either party hereto in exercising
any right or
power accruing upon the compliance or failure of performance by the other
party hereto under
the provisions of this Easement Agreement shall impair any such right or
power or to be
construed to be a waiver thereof. A waiver by either party hereto of a
breach of any of the
covenants, conditions or agreements hereto to be performed by the other
party shall not be
construed as a waiver of any succeeding breach of the same or other
covenants, agreements,
restrictions or conditions hereof. 7.     Modifications. Any alteration, change or modification of or to this
Easement
Agreement, in order to become effective, shall be made by written
instrument, and in each such
instance executed on behalf of each party hereto, and duly recorded by the
Orange County
recorder. 8.     Severability. If any term, provision, condition or covenant of this
Easement
Agreement or the application thereof to any party or circumstance shall,
to any extent, be held
invalid or unenforceable, the remainder of this instrument, or the
application of such term,
provision, condition or covenant to persons or circumstances other than
those as to whom or
which it is held invalid or unenforceable, shall not be affected thereby,
and each term and
provision of this Easement Agreement shall be valid and enforceable to the
fullest extent
permitted by law. 7
    Table of Contents  9.     Time is of the Essence. Time is hereby expressly made of the essence
in this
Easement Agreement and each term and provision hereof, and Grantor and
Grantee specifically
agree to strictly comply and perform their obligations herein in the time
and manner specified
and waive any and all rights to claim such compliance by mere substantial
compliance with the
terms of this Easement Agreement. 10.     Authority and Capacity. Each of the persons signing this Easement
Agreement
represents and warrants that he or she is authorized to execute and
deliver this Easement
Agreement and that this Easement Agreement will be binding upon the party
for whom such
person has signed, and that the signature of no other party or person is
required in order to bind
such party. Each person executing this Easement Agreement on behalf of a
corporation or other
entity represents and warrants that he or she is duly authorized to
execute and deliver this
Easement Agreement on behalf of such corporation or other entity in
accordance with authority
granted under the formation documents of such entity, that all conditions
to the exercise of such
authority have been satisfied, and that this Easement Agreement will be
binding upon such entity
in accordance with its terms. 11.     Titles and Captions. Titles and captions are for convenience only and
shall not
constitute a portion of this Easement Agreement. 12.     Gender. As used in this Easement Agreement, masculine, feminine or
neuter
gender and the singular or plural number shall each be deemed to include
the others wherever
and whenever the context so dictates. 13.     Execution in Counterparts. This Easement Agreement may be executed in
several
counterparts, and all so executed shall constitute one agreement binding
on all parties hereto,
notwithstanding that all parties are not signatories to the original or
the same counterpart. 14.     Binding Effect; Runs with the Property. This Easement Agreement and
all its
provisions shall bind and inure to the benefit of the respective heirs,
personal representatives,
successors and assigns of the parties hereto and/or to the Property and/or
any portion thereof.
Every person or entity who now or hereafter owns or acquires any right,
title or interest in or to
any portion of the Property, shall be deemed to have consented and agreed
to each and all of the
provisions hereof, whether or not any reference to this Easement Agreement
is contained in the
instrument by which such person or entity acquired an interest therein. 15.     Conflicts. This Easement Agreement is granted subject to the terms
and provisions of the Purchase and Sale Agreement and the Grant Deed. If
there is a conflict
between the terms of this Easement Agreement, the Purchase and Sale
Agreement and the Grant
Deed, the interpretation thereof shall be conclusively determined by
reference to the following
documents in the order listed below:  (a)
    
    Purchase and Sale Agreement(b)
    
    Grant Deed(c)
    
    Easement Agreement 8
    Table of Contents  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above. GrantorNUEVO ENERGY COMPANY, a Delaware
corporationBy:George NilsenTitle: Senior Vice PresidentBy:Bruce MurchinsonTitle: Senior Vice President and General CounselGranteeBLACKSAND PARTNERS, L.P., a Texas limited
partnershipBy:Title: General PartnerBy:Title:By:Title:
 9
    Table of Contents  State of California
    
    
    ))County of Orange
    
    
    )
 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. Signature
 State of California
    
    
    ))County of Orange
    
    
    )
 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. Signature
    Table of Contents  ATTACHMENT A LEGAL DESCRIPTION OF THE PROPERTY Attachment A
    Table of Contents  ATTACHMENT A THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5,6,7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE
RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE
COUNTY OF ORANGE, AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS,
AND RECORD OF SURVEY FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007
FILED IN BOOK 133, PAGES 41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO.
2001-1007, FILED IN BOOK 187, PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF
SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO
BEING DESCRIBED IN A DEED, BILL OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996
AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" × 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2" × 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" × 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" × 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45" EAST 134.63 CHAINS TO A 2" × 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5
    Table of Contents  1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND, SAID
POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT 11B;
THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE
POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST,
380.00 FEET TO A 2" × 2" STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET
TO A 2" × 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" X
2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE
AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5
    Table of Contents  ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM PARCELS A64714, A64715, A64716 AND A64717 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579. PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N 10°33'18E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°42'00" EAST 141.00 FEETTHENCE NORTH 15°02'00" EAST 103.00 FEETTHENCE NORTH 26°29'00" EAST 105.00 FEET
 Page 3 of 5
    Table of Contents  THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING
THE-NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18E 381.48' ; THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N 10°33'18E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°42'00" EAST 141.00 FEETTHENCE NORTH 15°02'00" EAST 103.00 FEETTHENCE NORTH 26°29'00" EAST 105.00 FEETTHENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18E
381.48' ;
 THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33' 18" WEST 381.48
FEET TO THE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5
    Table of Contents  THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" × 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" × 2
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" × 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" × 2" STAKE; THENCE
SOOTH 4° 11' 44" WEST 1750.00 FEET TO A 2" × 2" STAKE AND THE TRUE POINT
OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT
 A1 SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:(STAMP)
    
    -s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT
P.L.S.7297MY
LICENSE EXPIRES 12/31/2004January 31, 2003
JN: 13207.00
 Page 5 of 5
    Table of Contents  ATTACHMENT B LEGAL DESCRIPTION AND DEPICTION OF THE RETAINED PROPERTY (Tonner Tank Farm and Main Oil Operations Area) (Attached) Attachment B     Table of Contents  ATTACHMENT B Main Operations Area THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN
THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA,
RECORDED AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL
RECORDS, ALSO AS SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK
187, PAGES 02 THROUGH 07 INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY MORE PARTICULARLY DESCRIBED AS
FOLLOWS: BEGINNINGAT THE NORTHEASTERLY CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA
ANA, SAID POINT ALSO BE THE EASTERLY TERMINUS OF A COURSE SHOWN AS  N
85° 05' 11" W 7072.20' , ALL AS SHOWN ON SAID RECORD OF SURVEY; THENCE SOUTH 80°59' 00" WEST 1400.50 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 87°13' 00" WEST 55.00 FEET;
THENCE SOUTH 05°07' 00" WEST 166.50 FEET;
THENCE SOUTH 04°43' 00" WEST 147.00 FEET;
THENCE SOUTH 59°48' 00" WEST 445.00 FEET;
THENCE SOUTH 79°51' 00" WEST 184.00 FEET;
THENCE NORTH 58°19' 00" WEST 182.00 FEET;
THENCE NORTH 01°18' 00" WEST 59.00 FEET;
THENCE NORTH 70°00' 00" WEST 539.50 FEET;
THENCE NORTH 20°43' 00" WEST 65.00 FEET;
THENCE NORTH 07°13' 00" EAST 107.50 FEET;
THENCE NORTH 42°37' 00" EAST 113.50 FEET;
THENCE NORTH 43.00 FEET;
THENCE NORTH 76°51' 00" EAST 126.00 FEET;
THENCE SOUTH 61°35' 00" EAST 167.00 FEET;
THENCE SOUTH 77°57' 00" EAST 142.00 FEET;
THENCE NORTH 61°12' 00" EAST 185.00 FEET;
THENCE EAST 139.00 FEET;
THENCE NORTH 51°53' 00" EAST 295.00 FEET;
THENCE NORTH 72°10' 00" EAST 123.00 FEET;
THENCE SOUTH 60°44' 00" EAST 108.50 FEET;
THENCE SOUTH 43°15' 00" EAST 91.94 FEET;
THENCE SOUTH 08°45' 00" EAST 177.62 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 15.062 ACRES, MORE OR LESS. ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS AND RIGHTS-OF-WAY OF RECORD, IF ANY. (STAMP)
    
    PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:(-s- KATHLEEN SUSAN TETREAULT)KATHLEEN SUSAN TETREAULT P.L.S.7297
MY LICENSE EXPIRES 12/31/2004February 11, 2003JN: 13209.00.042 Page 1 of 1    Table of Contents  (MAIN OPERATIONS AREA MAP)     Table of Contents  ATTACHMENT B Tonner Tank Farm THAT PORTION OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, IN THE UNINCORPORATED
TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA AS SHOWN ON RECORD OF
SURVEY NO. 2001-1007, FILED IN BOOK 187, PAGES 2 THROUGH 7 INCLUSIVE, AND
RECORD OF SURVEY NO. 91-1007, FILED IN BOOK 133, PAGES 41 THROUGH 46 INCLUSIVE,
BOTH OF RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNINGAT STEARNS NO. 6, SAID CORNER BEING AN ANGLE POINT ON THE
NORTHERLY BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA, SAID
POINT ALSO BEING THE NORTHWESTERLY TERMINUS OF A COURSE SHOWN AS
 N 57°15'12" W 644.58' , ALL AS SHOWN ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTH 62°27'00" WEST 562.00 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 60°43'00" EAST 380.00 FEET;
THENCE SOUTH 2917'00" WEST 150.00 FEET;
THENCE NORTH 60°43'00" WEST 380.00 FEET;
THENCE NORTH 29°17'00" EAST 150.00 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 1.308 ACRES, MORE OR LESS. ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (STAMP)
    
    PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:-s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT, P.L.S.7297
MY LICENSE EXPIRES 12/31/2004February 11, 2003JN: 13209.00.042 Page 1 of 1     Table of Contents  (TONNER TANK FARM MAP)     Table of Contents  ATTACHMENT C LEGAL DESCRIPTION AND DEPICTION OF THE CORRIDOR OIL OPERATIONS
AREA WITHIN THE DEVELOPMENT AREA (Attached) Attachment C
    Table of Contents  ATTACHMENT C
Corridor Oil Operations Area THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERLY CORNER OF SOUTHEAST QUARTER OF SECTION 7,
TOWNSHIP 3 SOUTH, RANGE 9 WEST, SAN BERNARDINO MERIDIAN IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, SAID POINT ALSO BEING THE EASTERLY TERMINUS OF A COURSE
SHOWN AS N 89°47'12" W 2289.20' , ALL AS SHOWN ON SAID RECORD OF SURVEY; THENCE NORTH 03°22'00" EAST 1080.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 22°00'00" WEST 106.00 FEET;
THENCE NORTH 46°00'00" EAST 86.00 FEET;
THENCE NORTH 38°00'00" EAST 185.00 FEET;
THENCE NORTH 84°00'00" EAST 267.00 FEET;
THENCE NORTH 72°00'00" EAST 204.00 FEET;
THENCE NORTH 79°00'00" EAST 178.00 FEET;
THENCE SOUTH 03°00'00" EAST 100.00 FEET;
THENCE SOUTH 79°00'00" WEST 159.00 FEET;
THENCE SOUTH 72°00'00" WEST 208.00 FEET;
THENCE SOUTH 84°00'00" WEST 236.00 FEET;
THENCE SOUTH 38°00'00" WEST 150.00 FEET;
THENCE SOUTH 46°00'00" WEST 131.53 FEET; TO THE TRUE POINT OF BEGINNING. CONTAINING 2.045 ACRES, MORE OR LESS. ALSO AS SHOWN ON DEPICTION, ATTACHED HERETO AND BY THIS REFERENCE MADE A PART
HEREOF. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (SEAL)
    
    PREPARED BY: THE KEITH COMPANIESUNDER THE DIRECTION OF:-s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT P.L.S.7297MY LICENSE EXPIRES 12/31/2004February 11, 2003JN: 13209.00.042
 Page 1 of 1
    Table of Contents  (CORRIDOR OIL OPERATIONS AREA MAP)
    Table of Contents  MINERAL AGREEMENT DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS AND RESTRICTIONS
    Table of Contents  MINERAL AGREEMENT EXHIBIT L DECLARATION OF DEVELOPMENT COVENANTS CONDITIONS AND RESTRICTIONS
    Table of Contents  TABLE OF CONTENTS FOR DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS AND RESTRICTIONS DESCRIPTION
    
    
    
    PAGESection 1.
    
    Definitions
    
    
    2Section 2.
    
    Nuevo (or Seller) Improvements, Including Program
    
    
    3I. Post closure-Pre Grading Events
    
    
    12II.
Site Clearing and Site Grading Events Within the Development Areas
    
    
    15III. Post-Grading Events
    
    
    192.3           Developer Improvements and Additional Payments
    
    
    21Section 3.
    
    Condition of the Property (Disclosures); Compliance with Project
Requirements; Development Costs, Taxes and Assessments; Insurance;
Indemnities; Retained Obligations
    
    
    22Section 4.
    
    Natural Hazard Zones
    
    
    32Section
5.
    
    Release
    
    
    33Section 6.
    
    Enforcement: Assignment By Declarant
    
    
    33Section 7.
    
    Amendments
    
    
    33Section 8.
    
    Captions
    
    
    33Section 9.
    
    Governing Law
    
    
    33Section 10.
    
    Arbitration/AttorneysFees
    
    
    34Section 11.
    
    Severability
    
    
    34Section 12.
    
    Gender and Number
    
    
    34Section 13.
    
    Covenants to Run with the Land; Term; Unilateral Amendment for Program
    
    
    35Section 14.
    
    Notices
    
    
    36Section 15.
    
    Effect of Declaration
    
    
    37Section 16.
    
    Rights of Mortgagees
    
    
    37Section 17.
    
    Waiver of Jury Trial
    
    
    38Section 18.
    
    No Agency or Partnership
    
    
    38Section 19.
    
    Assignment of Agreement
    
    
    38Section 20.
    
    Stand Alone Insurance
    
    
    38Section 21.
    
    Further Assurances and Cooperation
    
    
    39Section 22
    
    Continuing Seller Interests
    
    
    40Section 23
    
    Unocal Asset Purchase Agreement
    
    
    40Section 24.
    
    Unavoidable Delay
    
    
    40Section 25
    
    Waiver, Release, and Indemnities: Limitations Under the PAPA
    
    
    41Section 26
    
    Notice on Approved Transfer
    
    
    41Section 27
    
    Assumption of Obligations
    
    
    41
 i
    Table of Contents  ATTACHMENT 1
    
    
    
    DESCRIPTION OF LANDATTACHMENT 2
    
    
    
    DESCRIPTION OF COVERED PROPERTY (MINERALS)ATTACHMENT 3
    
    
    
    DESCRIPTION OF BENEFITED PROPERTY(SURFACE FEE INTEREST IN THE LAND)ATTACHMENT 4
    
    
    
    TPEL
 ii
    Table of Contents  DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS AND RESTRICTIONS THIS DECLARATION OF DEVELOPMENT COVENANTS, CONDITIONS AND
RESTRICTIONS (hereinafter Declaration or Development Declaration) is made
this _____ day of __________, 2003, by NUEVO ENERGY COMPANY, a Delaware corporation
(Declarant, Seller or Nuevo). Declarant shall include any of its
successors and assigns. RECITALS A. Declarant is the owner of that certain real property, consisting of
approximately 810 acres, located in the County of Orange, State of California
(Land or Property). Declarant is selling the mineral fee interests lying in
and under the Land and other mineral fee interests owned by Declarant
(collectively, Minerals or Covered Property) to Buyer immediately after
the recordation hereof with the county recorder of the Country. B. Declarant has already taken steps toward the preparation
of portions (Development Areas) of the surface fee interest in the Land
(Surface) for development, including the submission of certain governmental
approval documents and applications for the Project to governmental Agencies.
Buyer and Declarant agree that the completion of the Well Abandonment and Oil
Field Accommodation Program (Program) for the Covered Property and the
Development Areas will be accomplished by Buyer and Declarant as provided in
the PAPA and as specified herein, in conjunction with Developers development
of the Project. C. Buyer is purchasing the Covered Property from Declarant on the terms,
covenants, conditions and restrictions (collectively, Restrictions) set forth
in this Declaration, as well as the provisions contained in the Agreement and
other Development Documents. DECLARATION Purpose of Restrictions. Declarant is the owner of a large and unique
landholding which in the past has been used primarily as an operating oil
field. Declarant has completed the planning for, and is in the process of (a)
obtaining land use entitlements from the County for a coexisting
master-planned residential, retail and recreational community (Community)
within the boundaries of the Development Areas and (b) selling the Development
Areas to a Developer. The
Community will provide much needed residential housing product for
all economic levels within the region (Region), County and City sphere of
influence pursuant to guideline requirements for housing from the Southern
California Association of Governments and extensive recommendations from the
City, and in accordance with and allocating great weight to environmental
preservation recommendations (and techniques, including significant land areas
remaining in open space and open space with oil operations) from various public
and private agencies. The Community, in the form conditionally endorsed by the
City and approved by the County on November 19, 2002, is a finely balanced,
coexisting, multiple-use development that should remain essentially as planned
and approved without the introduction of other significantly L-1
    Table of Contents  different uses which might over-burden the Development Areas (and the
Surface), cause harm to the delicate environmental and economic balance within
the Community, and/or controversy within the City, County and/or Region. The
Surface (including the Development Areas) will be owned and operated
separately from the Covered Property and shall be a benefited estate to the
terms set forth herein. It is for this reason that the following Restrictions
are imposed. Imposition of Restrictions. Declarant hereby covenants, agrees and
declares that all of its interest as the same may from time to time exist in
the Covered Property shall be held and conveyed subject to the Restrictions
contained herein. These Restrictions shall run with the Covered Property or
any portions into which it may be divided until released as provided herein
and shall be binding upon all parties having or acquiring any right, title or
interest in the Covered Property or any part thereof shall inure to the
benefit of the fee owners of the Benefitted Property and are imposed upon the
Covered Property and every part thereof as a servitude in favor of the
Benefitted Property and every portion thereof as the dominant tenement or
tenements to the extent provided herein. Section 1. Definitions. All of the definitions contained in the
Development Documents (as such term is hereinafter defined) are, unless stated
otherwise in this document, incorporated herein by reference. The following
terms shall have the following meaning whenever used in this Development
Declaration (or in any other Development Document, except where inconsistently
defined therein): 1.1 Agreement shall mean that certain purchase and sale agreement for
the Covered Property, between Declarant and Buyer, dated February 28, 2003. 1.2 Benefitted Property shall mean and refer to all of the real property
in Orange County, California described in Attachment 3. 1.3 Covered Property or Minerals shall mean and refer to all of the
real property described in Attachment 2. 1.4 Declarant or Seller shall mean and refer to Nuevo and/or its
Successors (as defined in Section 13). 1.5 Buyer shall mean and refer to BlackSand Partners, L.P., a Texas
limited partnership, and all of its successors and assigns as to the Covered
Property and/or any part or portion thereof, and all persons or entities who or
which, after the date hereof, hold any right, title or interest therein. If
Buyer leases all or any of its interest in the Covered Property, the lessee
thereunder shall also be deemed to be Buyer and both the lessor and the lessee
under such lease shall be responsible as principals (and not sureties) for
compliance with all of the terms and provisions of this Development Declaration
and the Development Documents. 1.6 Development Documents shall mean and refer collectively to all of
the written agreements between Declarant and Buyer, recorded and unrecorded,
concerning the ownership, possession and use of the Covered Property, and shall
include all of the instruments listed in Section 1.1.11 of the Agreement. 1.7 Exhibits shall mean Exhibits to the Agreement, as specifically
identified. L-2
    Table of Contents  1.8 Improvements or improvements shall mean Buyers or Sellers
Improvements as defined in the PAPA, as the context requires. 1.9 Land shall mean and refer to all of the real property described in
Attachment 1. 1.10 PAPA shall have the meaning prescribed in the Agreement. 1.11 Party and/or party shall have the meaning prescribed in Section
1.1.41 of the Agreement. 1.12 Project shall have the meaning prescribed in Section 1.1.42 of the
Agreement. Provisions of the Agreement referenced in this Declaration shall automatically
include, incorporate and refer to corresponding Sections of this Declaration
whether or not such Sections are specifically identified. Section 2. Nuevo (or Seller) Improvements. Including Program. 2.1 Program. Nuevo, at no cost and expense to Operator except as may be
expressly provided in the PAPA, shall conduct a well abandonment and oil field
accommodation program for the Parcel composed of those tasks and activities
which are described in this Section 2 and are specifically set out in
Attachment 4 to the PAPA, which, together with those tasks and activities of
Developer described in this Section 2 and specifically set out in Attachment 4
are hereinafter referred to as the Program. In connection with the
performance of the Program, Nuevo shall, in the event of conveyance of the
Parcel, enter into an agreement with any successor Developer which will
provide for the performance by Developer of those tasks and activities
described in this Section 2 as Developers responsibility. The Program shall
be undertaken with Operators cooperation, and in accordance with standards
promulgated at the time of such work by the California Department of
Conservation, Division of Oil, Gas and Geothermal Resources (CDOGGR) or such
other governmental agency having jurisdiction over the activity, other legal
and regulatory requirements, as amended from time to time (but such amendment
applicable only to those activities for which Final Acceptance has not been
received), and good oil field practices, all subject to the terms of the PAPA.
Generally, the Program will be accomplished as follows: 2.1.1 Operators Surface Facilities. 2.1.1.1 Removal of Surface Facilities and Subsurface Pipelines. Nuevo
shall remove certain of Operators surface equipment as specified in Attachment
4 to the PAPA, to the extent and when necessary in accordance with the
applicable Developer Notice to Proceed within the Development Areas and lands
adjacent thereto, including those areas designated for continued oil and gas
operations, to accommodate Developers Grading Plan. This will include, but not
be limited to, pumping units, concrete cellars and concrete pads immediately
contiguous to the wellheads, power poles, transformers, manifolds, test bubbles,
compressors, tanks, vessels and above ground pipelines. In addition, Nuevo
shall drain, flush and cap subsurface pipelines, to the extent and when
necessary in accordance with the applicable L-3
    Table of Contents  Developer Notice to Proceed within the Development Areas and lands adjacent
thereto to accommodate Developers Grading Plan. Removal of subsurface
pipelines to the extent deemed necessary or desirable shall be the
responsibility of Developer. Prior to Nuevos commencement of work, Operator
shall isolate and cease operation of all equipment and facilities to be
removed and shall take such other steps as are reasonably necessary to allow
such removal to be conducted in accordance with all applicable regulatory
requirements and consistent with good oil field practices. The surface
equipment will be removed from such wells, not just those to be abandoned, to
facilitate the grading. Each wellhead will be surveyed and marked by Operator
one (1) time only and Nuevo and Developer will inspect and approve the
markings. After inspection and approval of the well markings, Developer will
be responsible for grading around the well casings without damaging them.
Upon approval of the well markings, Developer shall proceed in a timely manner
and be responsible to pay, and shall be solely liable for, any and all damage
to any wells caused by Developers grading operations. The acts or omissions of Developer or Nuevo in accordance with the terms
of the PAPA may not be imputed to Operator unless expressly stated herein.
Developer and Nuevo are each performing their obligations hereunder as
independent contracts and not as a subcontractor or agent of Operator.
Furthermore, the actions or omissions of Operator must be based upon a
specific duty imposed by the PAPA or law upon Operator, and not delegated to
Nuevo. 2.1.1.2 Remediation Responsibilities. Should Developer encounter soil that
appears to be crude oil or oil well production impacted (evidenced by staining
or odor), Developer shall immediately notify Operators field operations person
and Nuevos on-site representative. Developer shall be fully responsible for
funding, implementing and completing all environmental testing, assessment,
remediation, monitoring, reporting or other requirements (with the assistance
of Operator or Nuevo if the absence of such assistance would prevent Developer
from properly performing such responsibilities) with respect to such crude oil
or oil well production impacts. To the extent that such crude oil impact or oil
well production impact is associated with active and producing wells or
operational pipelines or facilities, Operator shall be responsible for
completion of any required well, pipeline or facility repairs. Notwithstanding
the foregoing, Nuevo at its sole cost and expense shall be and remain
responsible for (i) those remediation activities described in the approved
Remedial Action Plan submitted December 16, 1999, as amended October 3, 2001,
December 27, 2001 and January 13, 2003 (EIR Remediation) and (ii) crude oil
or other oil well production releases that result from work and activities
undertaken by Nuevo in furtherance of the PAPA. Upon discovery of crude oil or
oil well production contamination in the vicinity of a well identified in
Schedule B of Attachment 4 to the PAPA or temporary or permanent pipeline or
facility, Operators field operations person, Nuevos onsite representative and
Developers on site representative shall determine as soon as reasonably
practical if the soil is crude oil impacted as a result of a leak caused by (i)
Operators ongoing production activity in which event costs associated with
cleanup and remediation to oil field standards shall be the responsibility of
Operator, (ii) the activities of Nuevo in performance of the Program including
EIR Remediation in which event costs associated with cleanup and remediation
shall be the responsibility of Nuevo or (iii) from any other causes in which
event the costs associated with cleanup and remediation, including costs to
bring cleanup associated with ongoing production activities from oil field
standards to residential standards, together with clean up and remediation of
all contamination other than the EIR Remediation, shall be Developers L-4
    Table of Contents  responsibility. The Parties agree that if Operators field operations person
and Developers and Nuevos on site representatives cannot make such a
determination or cannot agree on the source of the apparent soil contamination
within seven (7) business days, Nuevo, Developer and Operator will designate a
representative from a reputable, soils engineering firm that routinely does
soils work (Soil Firm) who is familiar with soil contamination issues to
designate the source of the apparent soil contamination. If the parties are
unable to select a Soils Firm, any party to the PAPA may make application to
the Superior Court of Orange Country for the timely appointment of a Soil
Firm. The Soil Firms representative shall take a sufficient number of samples
to permit initial and follow-up testing and such representatives
determination as to all matters, including the allocation of costs, including
its fees, shall be final and binding on the parties hereto. The parties shall
use their commercially reasonable efforts to secure the determination by the
Soil Firms representative of the source of the apparent soil contamination
shall be made as soon as practicable after notification to the Soil Firm. If
the Soil Firms representative cannot make a conclusive determination as to
the source of the apparent soil contamination, the soil contamination shall be
presumed to have been from other than ongoing production activity. The party
whose actions are found to have created the contamination shall in addition to
the clean up and remediation cost, pay for the Soil Firms work; and if more
than one party is found to have created such contamination, the costs of the
Soil Firms work will be prorated by such firm among the parties creating the
contamination in proportion to that Parties contribution to such
contamination. 2.1.2. Third Party Easements and Licenses. Nuevo and Operator will
cooperate with Developer in attempting to remove and/or relocate from the
Development Areas oil field related easements and licenses for pipelines
(TPEL) belonging to other entities, including those of Southern California
Edison. Nuevo is not aware, to the best of its knowledge, of any other TPEL on
or affecting the Parcel except as described in Attachment 3 to the PAPA. Nuevo
and Operator shall not be required to incur any costs, in their efforts to
cooperate in the removal and/or relocation of the TPEL. Temporary pipelines
may be required in some areas while the grading is in progress. Operator and
Nuevo will use commercially reasonable efforts, at no cost to Operator and
Nuevo, to assist Developer at Developers expense in causing these pipelines to
be reinstalled by the respective companies in permanent easements after the
grading is complete. Operator agrees that upon Developers written notice,
Operator will assist Developer in giving notice to the third party companies in
an attempt to have the pipelines removed and replaced. Operator and Developer
acknowledge receipt of copies of the easement documents, both recorded and
unrecorded, listed on Attachment 3 to the PAPA and incorporated herein by this
reference. 2.1.3. On-Site Representative. Nuevo, Operator and Developer shall each
have the right to have representatives on-site both before the grading begins
and during the grading operations on the Parcel to observe such grading
operations. Developer agrees to give Operator sufficient notice prior to
commencement of grading to allow Operator to arrange to have a representative
on-site at Operators cost, if Operator so elects. 2.1.4. Reimbursement. 2.1.4.1. Reimbursement Plan. Operator and Nuevo agree that the costs
to implement the Program (Reimbursement Amounts) shall not be borne by
Operator, unless L-5
    Table of Contents  otherwise provided herein. Notwithstanding any term in the Agreement to
the contrary, Operator shall only be responsible for the cost of
incremental work, if any, requested by Operator under Section 2.3.2. The
parties recognize that the Project may be modified as a result of new or
additional governmental requirements or as a result of the mutual
agreement of the Developer and Operator or among Developer, Operator and
Nuevo as specified herein. In no event shall any modification requested
by Developer or any additional or new governmental requirements prior to
Final Acceptance result in costs, expenditures or commitments by
Operator. 2.1.4.2. Program Segments and Notices to Proceed. The Program shall
be implemented into segments as shown below, and each Program Segment
shall commence upon proper receipt of a written notice issued by
Developer and delivered to Nuevo and Operator specifying the Program
Segment to be performed (NTP), as follows: Program Segment
    
    Notice to Proceed (NTP)
    
    Acceptance ConfirmationPre-Phase I Initial Activity
    
    NTP will be issued as mutually agreed
between Nuevo and Developer. Preliminary and detailed engineering
and design
    
    
    
    Not Applicable Permitting
    
    
    
    No Applicable Remediation required by EIR
    
    
    
    Developer Initial abandonment of 25 idle and
reabandoned wells
    
    
    
    No ApplicablePre-Phase I Intermediate Activity Begin procurement of all required
materials and   equipment
    
    NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as
mutually agreed between Nuevo and
Developer.
    
    No Applicable Remove infrastructure and initial
abandonment of active wells
    
    
    
    No Applicable Begin construction of tank farm and
field infrastructure
    
    
    
    No Applicable
 L-6
    Table of Contents  Pre-Phase I Final Activity Complete construction of tank farm
and field    infrastructure
    
    NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as mutually
agreed between Nuevo and
Developer.
    
    Operator Construct power system
    
    
    
    Operator Temporary removal of equipment
    
    
    
    Not ApplicablePhase I Raise/lower Phase I well heads
    
    NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be
commenced without permits, as mutually agreed between Nuevo and
Developer.
    
    Operator Final abandonment of Phase I wells
    
    
    
    Developer Accommodation of retained wells
    
    
    
    Operator (and Developer for limited
purpose of design compliance) Remove infrastructure and initial
abandonment of Phase II wells
    
    
    
    Not Applicable Temporarily remove Phase II retained
well equipment
    
    
    
    Not ApplicablePhase II Raise/lower Phase II well heads
    
    NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be commenced without permits, as
mutually agreed between Nuevo and Developer
    
    Operator Final abandonment of Phase II wells
    
    
    
    Developer Accommodation of retained wells (21
wells)
    
    
    
    Operator (and Developer for limited purpose of design compliance) Remove infrastructure and initial
abandonment of Phase III wells (8
wells)
    
    
    
    Not Applicable Temporarily remove Phase II retained
well equipment
    
    
    
    Not Applicable
 L-7
    Table of Contents  Phase III Raise/lower Phase III well heads
    
    NTP will not issue prior to receipt of
all required Operator permits or, to the
extent certain activity can be
commenced without permits, as mutually agreed between
Nuevo and
Developer.
    
    Operator Final abandonment of Phase III wells
    
    
    
    Developer Seismic Sensor installation
    
    
    
    Developer
 Upon receipt of the NTP for any Program Segment specified above, Nuevo
shall be obligated to commence the required work within forty-five (45) days
and complete the work within the time duration specified in Attachment 4 to
the PAPA. Operator shall cooperate in good faith with Nuevo and Developer in
the implementation of the Program. Operator shall (i) promptly process all
permit requests; (ii) at its cost comment on all submittals of specifications
or plans within ten (10) business days of receipt thereof; and (iii) at its
cost make all facilities available for accommodation under the Program such
that Nuevo may commence the Program Segment within 45 days of receipt of a
NTP. To the extent that Operator fails to fully and timely cooperate with
Nuevo, and Nuevo, as a result of Operators acts or omissions, incurs
penalties, damages or incremental costs in performing the Program, such
penalty, damage or cost shall be the responsibility of Operator and Operator
hereby agrees to defend, indemnify and hold Nuevo harmless therefrom. Operator
shall also be liable to Developer for any and all incremental reasonable cost
or expense incurred by Developer in the development of the Development Areas
as a result of Operators failure to comply with the provisions of this
Section. Operator expressly agrees to pay such incremental Developer costs and
defend, indemnify and hold Nuevo harmless therefrom. In addition to the
foregoing, should Operator fail to temporarily or permanently shut in any well
in accordance with the Program, Nuevo shall have the right, but not the
obligation to shut-in such well at Operators sole risk and expense. In the
event Developer abandons or suspends the Program other than as a result of
Unavoidable Delay, and does not resume Program activity within the time period
specified in Section 2.4.1.1 after receiving written notice from Operator,
Nuevo shall restore such wells to production at Developers rink and sole
expense provided that Nuevo has been prepaid by Developer an amount adequate
to restore such wells. To the extent Nuevo acts as the Developer hereunder and
fails properly to carry out the responsibilities and obligations allocated to
Developer in this Section 2, Operator, after ten (10) days written notice to
Nuevo, may take over and discharge such responsibilities and obligations at
the sole cost and expense of Nuevo, to be reimbursed in cash to Operator
within thirty (30) days of proper completion of such Work by Operator, fully
in compliance with the PAPA and all plans and specifications for such Work. 2.1.5. Anchor Points and Pulling Pads. As part of the Program, Nuevo shall
be responsible for construction of the anchor points and pulling pads
necessary for Operators continuing Oil Operations within the Exclusive Use Areas and Joint Use
Areas within the Development Areas and graded areas adjacent thereto. 2.1.6. Well Accommodation. As part of the Program, Nuevo will relocate
below the surface of the Parcel, all operating wellheads in the Development
Areas, and those required L-8
    Table of Contents  wells within the adjacent grading areas and Public Park areas, and as required
by appropriate Governmental Agency rules as more particularly set out in
Attachment 4, Schedule B to the PAPA. 2.1.7. Insurance. Each Party shall use commercially reasonable efforts to
name the other parties as Additional Insureds, on each Partys standard blanket
insurance policy covering its activities related to the Minerals or in
connection with the Program Improvements, for the duration of their
construction or their activities on the Minerals and any portion of the Parcel. 2.1.8. Completion of the Program. 2.1.8.1. Performance by Each Party. Nuevo shall timely commence and
complete each Program Segment within the time duration specified in Attachment
4 to the PAPA after receipt of all required permits for such Segment. Phase I,
II and III Segments will not commence until after completion of Developers
grading for that Segment. In no event shall Nuevo or Operator be obligated to
design, construct or install any improvements nor undertake work or activities
other than those specified in Attachment 4 to the PAPA. Should Developer or
Operators failure to perform, including, without limitation, pursuant to
Section 2.1.4, other than for the payment of money, or should Nuevos failure
to complete any aspect of the work or any Program Segment result from an
Unavoidable Delay, such required performance shall be excused for the period of
time that the Unavoidable Delay prevents performance and the time duration for
the Program Segment shall be extended by the length of time performance is
delayed. Provided, however, that nothing in this Section shall excuse the
performance of any act rendered difficult solely because of the financial
condition of a party. In the event that any delay due to Unavoidable Delay is
anticipated by a Party, such Party shall promptly notify the other parties of
such delay, its cause and the estimated duration of the delay. Each Party shall
exercise due diligence to shorten, mitigate and avoid the effects of the delay
and shall keep all Parties informed as to its efforts. 2.1.8.2. Final Acceptance. Developer and Operator shall respectively
conduct a final inspection of those activities in each Program Segment as set
forth in Section 2.1.4.2 as to the items by their name in the Acceptance
Confirmation in such section within fifteen (15) days of written notice of
completion. In addition Operator shall have the right, but not the obligation,
to perform a final inspection of the Developers work and comment on the same.
Developer and Operator shall deliver to Nuevo (with a copy to the other) (i)
its written confirmation of Final Acceptance of all matters (each an
Acceptance Confirmation) for each activity in a Program Segment designated
for its Acceptance or (ii) an Acceptance Confirmation of all matters it
considers as completed and a detailed description of any items in the Program
Segment designated for its Acceptance which it in good faith cannot give Final
Acceptance together with its requirements therefor. The issuance of an
Acceptance Confirmation of each completed activity within the Program Segment
and of all matters shall be contingent upon acceptance of the work by the
appropriate governmental authority to the extent required. If the parties
cannot resolve any item for which an Acceptance Confirmation has not been given
within 30 days, such unresolved item shall be submitted to arbitration in
accordance with the PAPA. Upon completion of any outstanding items, Operator or
Developer shall deliver an Acceptance Confirmation thereof to Nuevo and the
other within 10 days of such completion. After Final L-9
    Table of Contents  Acceptance, Developer shall be responsible for and shall release, hold harmless
and indemnify Operator and Nuevo from all claims, demands, losses or damages,
of any sort whatsoever, relating to the design, engineering, permitting,
maintenance, repair, replacement, relocation, removal and reinstallation of any
abandoned wells, pipelines or facilities located within or adjacent to the
Development Areas and all other matters for which it has given an Acceptance
Confirmation and, together with all other work performed hereunder shall be
referred to as Developer Liability. After Final Acceptance, Operator shall be
responsible for and shall release, hold harmless and indemnify Developer and
Nuevo from all claims, demands, losses or damages of any sort whatsoever,
relating to the design, engineering, permitting, installation, repair,
relocation, removal and reinstallation of all active wells, pipelines or
facilities and all other matters for which it has given Final Acceptance
(Operator Liability). It is the intention of the Parties that upon Final
Acceptance, Nuevo shall have no further liability or obligation with respect to
the Program and the wells, equipment and facilities accommodated under the
Program. Upon Final Acceptance, Nuevo and Operator shall be relieved of any and
all liability directly or indirectly related to Developer Liability; provided
that notwithstanding the foregoing, so long as Nuevo is Developer, Nuevo shall
not be relieved of Developer Liability. Upon Final Acceptance, as between Nuevo
and Operator, Nuevo shall be relieved of further liability or obligation and
Operator shall indemnify, release and hold Nuevo harmless from any and all
claims, including third party claims, related to Operator Liability.
Notwithstanding anything to the contrary contained herein, Operator, prior to
Final Acceptance, shall not be liable or responsible for any increased costs
which result from governmental requirements to obtain additional permits or
remediate or restore the Parcel to a higher standard resulting from the real
estate development and all such incremental or increased costs shall be the
responsibility of Developer. 2.1.8.3. Liability Allocation. Notwithstanding the above or the
Indemnities Developer gives in its agreement to purchase the Parcel, at any
time prior to Final Acceptance, Developer may, in its reasonable discretion,
seek arbitration as provided in Section 2.1.4.3 against Nuevo to obtain
damages for losses suffered as a result of the failure of Nuevo to timely or
properly complete the Program Segment or work thereunder. All disputes between
any of the Parties herein shall be resolved through arbitration. Any award in
such arbitration shall be limited to the recovery of actual direct damages
incurred by Developer. Developer shall not be entitled to indirect,
consequential, special, exemplary or punitive damages. After Final Acceptance
by Developer, Developer shall have no cause of action with respect to
Developers Liability against Operator or Nuevo, or their successors or
assigns. After Final Acceptance by Operator, Operator shall have no cause of
action against Developer or Nuevo or their successors or assigns for
Operators Liability but Operator or Developer may, in its reasonable
discretion, maintain a lawsuit, arbitration or other action against any
construction entities hired by Nuevo (but not Nuevo itself) to perform work on
the Parcel pursuant to a written contract (Construction Entities), to obtain
damages for losses suffered as a result of Nuevos failure to timely or
properly construct the completed work, to the extent caused by such
Construction Entities. In that regard, to the extent it possesses and may
assign same, Nuevo hereby conveys, transfers and assigns (and, if necessary,
will convey, transfer and assign a such time as such cause of action arises)
to Operator and Developer a non-exclusive assignment of its rights and
interests in and to any relevant contracts or subcontracts, for the limited
purposes stated herein, without any obligation by Nuevo to participate in such
lawsuit or action, as a party or otherwise, L-10
    Table of Contents  and without any responsibility, warranty, representation or liability for any
outcome pursuant thereto or damages awarded therein. Construction Entities
include contractors, subcontractors, materialmen or other independent
entities, but not Operator or Nuevo, their respective constituent partners,
officers, employees or any other related entities. Upon ten (10) days written
request, Nuevo will provide Operator and Developer with a list of such
Construction Entities which have supplied Operator and/or Nuevo with the
Preliminary Notice prescribed by the California Civil Code for the maintenance
of mechanics lien rights (See Exhibit F to the Agreement). Nuevo further
agrees to not enter into any contract with a Construction Entity that waives
the liability for such entitys negligence. 2.1.8.4. Construction Easement. Operator and Developer, their respective
successors and assigns, hereby grant to Nuevo together with the right to
partition, grant and transfer the same, a nonexclusive easement in gross over
the Parcel to the extent necessary to complete all work required by the
Program. 2.1.9. Developer Option to Purchase Wells. Developer may at any time
prior to commencement of grading, elect to purchase any or all of Operators
active wells lying within the Development Areas solely for the purpose of well
abandonment by giving notice by certified mail of such well designation. The
value of a producing oil well or an injection well shall be determined by
mutual agreement of the parties taking into consideration the current
condition of the well, the reserves assigned to the well, the wells
production, operating cost, plugging and abandonment cost, for an injector
well, the replacement cost, and any other matter deemed relevant. For purposes
of this Section 2.1.9, the value of a well shall be equal to the average of
the values determined by the reserve engineers, one to be selected by each
party from the list attached as Attachment 2 to the PAPA. Each party shall
select one company from such list by providing written notice thereof within
ten days of the certification date of Operators notice. The value, once
determined, shall be final. Prior to grading, the determined value shall be
paid by Developer to Operator, and such costs to Developer shall not be
considered as costs to implement the Program. Developer shall notify Operator
within ten (10) days of receipt of the determination of values which wells it
elects to purchase. Developer shall pay the amount to Operator within twenty
(20) days of such notice. Upon receipt of such payment, Operator shall
promptly (i) shut in any applicable wells, if active, and (ii) deliver to
Developer a Bill of Sale for any such well and transfer operatorship to
Developer. Developer shall (iii) assume operatorship and obtain all necessary
permits and governmental approvals to act as Operator, (iv) not return any
well it purchases to production, and (iv) cause such wells to be plugged and
abandoned and all gathering lines and facilities abandoned and, if above
ground, removed all in accordance with all Governmental Agency regulatory
requirements at Developers sole cost and expense in the same time and manner
required of Operator under the Program. Any ancillary costs associated with
the purchase and plugging and abandonment of any such wells and removal of
facilities therefor shall not be considered as Reimbursement Amounts. 2.2. The Program and Party Responsibilities. Except as otherwise provided
herein, Operator, Nuevo and Developer shall cooperate in the completion of the
Program and each Party shall perform its obligations in a commercially
reasonable manner, and in good faith, as described below and elsewhere herein: L-11
    Table of Contents  I. Post closure-Pre Grading Events A. Operator and Nuevo have mutually agreed or, if so indicated, shall
mutually agree, in a manner consistent with Attachment 4 to the PAPA, to the
following matters as more specifically set out in Attachment 4 to the PAPA and
schedules thereto:  i.
    
    the location and size of the area for
the expansion of the existing Tonner Canyon Tank Farm
(Tank Farm), which will be required prior to the
decommissioning of the existing East Naranjal Tank Farm
(EN Tank Farm).ii.
    
    the general alignment and grade for
service lines to the Tank Farm and plan facilities to
accommodate the operating wells previously served by
the East Naranjal Tank Farm. (References to grade
within the PAPA refer only to those lines for which
burial is required.) The final alignment and grade will
be mutually agreed to so as to avoid conflict with
future development to the extent possible and to avoid
future interruption of service.iii.
    
    the general alignment and grade for
the surface and subsurface installation of the 12KV
service line from the existing electrical substation to
the new site and to the existing Stearns gas plant
location (Gas Plant). The final alignment and grade
have been selected as to minimize conflict with future
development and avoid future interruption of service.iv.
    
    INTENTIONALLY OMITTEDv.
    
    shall mutually agree upon the
location, alignment and grade of the sales point for
the ConocoPhillips (formerly Tosco) pipeline to serve
the Tank Farm.vi.
    
    shall mutually agree upon the
location, alignment and grade of the gas gathering
system and associated facilities, and service lines
between the Gas Plant and the Tank Farm.vii.
    
    shall mutually agree upon the final
grade elevations for each existing well remaining in
the Development Areas, or impacted by grading for the
Development Areas.viii.
    
    shall mutually agree upon access
plans to provide for interim and final access to
accommodate the Program work and all future
oilfield-related activities. B. Developer, at Developers cost and expense, shall: L-12
    Table of Contents  i.
    
    Prepare the Grading Plan and process it through the
appropriate Governmental Agency. The Grading Plan shall be designed
to be completed in three phases to correspond to the work set out
in Attachment 2 to the PAPA, all as approved by the appropriate
Governmental Agency.ii.
    
    Prepare a soils and geological review of the Grading Plan.iii.
    
    Satisfy, or cause to be satisfied, all mitigation measures
precedent to grading found in the Final Tonner Hills EIR.iv.
    
    Prepare a preliminary utility master plan (Street and
Utility Improvement Plans) to serve as a basis for the Facilities
Plan (see C.v., below) and to be submitted to, and approved by,
the appropriate Governmental Agency.v.
    
    Provide grade elevations for all wells to be retained or
abandoned within the Development Areas or impacted by grading
required for the Development Areas.vii.
    
    Obtain coverage under the National Pollutant Discharge
Eliminating System (NPDES) statewide General Construction Activity
Stormwater Permit from the State Water Quality Control Board.viii.
    
    Cause a Remedial Action Plan to be completed and processed
through the County of Orange Health Care Agency, Division of
Environmental Health, or such agency as may have current
jurisdiction of any identified contaminants. C. Nuevo at Developers cost and expense shall:  i.
    
    Complete construction drawings for the expanded Tank Farm
and facilities related thereto and process them through the
appropriate Governmental Agencies (including, if necessary, the
South Coast Air Quality Management District).ii.
    
    Complete improvement and relocation plans and process
them through the appropriate Governmental Agencies (as necessary)
for the relocation of the Tank Farm service lines, the East
Naranjal Tank Farm service lines, the Gas Plant service lines,
natural gas gathering lines and 12KV power lines.iii.
    
    Prepare and submit the well abandonment program, as set
out in Attachment 4 to the PAPA, for permitting through CDOGGR. L-13
    Table of Contents  iv.
    
    Prepare schematic facilities plans for pipelines and facilities
(Facilities Plan) to service the wells to be accommodated within and
adjacent to the Development Areas.v.
    
    Construct the Tank Farm improvements.vi.
    
    Remediate the identified contaminated soils associated with the EN Tank
Farm. Exhumed soils will be isolated and stockpiled for placement by
Developer with the grading of the first phase of development in
accordance with the approved Remedial Action Plan. Exhumed soils not


meeting the criteria for placement on site will be removed from the site
for appropriate disposal.vii.
    
    Decommission the EN Tank Farm once the service lines are connected to
the improved Tank Farm.viii.
    
    Construct the new service lines as required to the Tank Farm, rerouting
lines currently serving the East Naranjal Tank Farm, and prepare as-built
plans for those service lines which are permanent.ix.
    
    Drain, flush and mark for grading any identified abandoned EN Tank Farm
and Tank Farm pipelines.x.
    
    Construct the temporary or permanent (as applicable) gas gathering lines
and facilities to the Gas Plant.xi.
    
    Flush and mark any identified abandoned below ground pipelines and
facilities for grading.xii.
    
    Relocate the 12KV line from the existing electrical substation to the
existing Gas Plant and Tank Farm as necessary.xiii.
    
    Locate and mark all identified pipelines and facilities within the area
to be graded.xiv.
    
    Relocate the point of sale for the ConocoPhillips (formerly Tosco)
pipeline to the relocated ConocoPhillips (formerly Tosco) pipeline to
connect to such new point of sale.xv.
    
    Complete the design drawing for all service-related facilities not
otherwise contemplated herein.xvi.
    
    Prepare and submit fire and seismic protection plans for accommodated
facilities. L-14
    Table of Contents  II. Site Clearing and Site Grading Events Within the Development
Areas. A. Upon notice from Developer of the issuance of a grading permit, and
prior to site clearing, Nuevo, with the cooperation of Operator, shall, after
the receipt of the NTP on a Segment-by-Segment basis, in accordance with the
work associated with the Program Segment as further set out in Attachment 4 to
the PAPA:  i.
    
    Shut in the appropriate wells as
necessary; and all appurtenant service lines and
pipelines for such wells will be drained, flushed and
marked in place.ii.
    
    Disassemble and remove the surface
facilities for such wells (test bubbles, manifolds,
valves, etc.).iii.
    
    Remove all well site equipment associated with such
wells.iv.
    
    Remove all of Operators surface and
subsurface power lines and transformers.v.
    
    Relocate, as necessary, power lines,
pipelines and facilities to service wells located
outside of the Development Areas.vi.
    
    Cause all identified wells impacted
by grading to be clearly marked.vii.
    
    Commence well abandonment operations
for those wells that are to be permanently abandoned.
Identify and isolate any contaminated soils associated
with the wells for remediation as called for in the
approved Remedial Action Plan. Soils not meeting the
criteria for placement in deep fills, if any, will be
removed from the site for appropriate disposal.viii.
    
    Remove and crush all well cellars
associated with the wells to be abandoned and
accommodated; the concrete will be crushed, and
stockpiled for later placement by Developer.ix.
    
    Maintain full authority over the
cleanup and remediation operations for any crude oil
released as a result of Developers performance. All
such costs shall be for the account of Developer.x.
    
    Provide Developer with copies of all
inspection records and reports and test results for any
contaminated soils associated with the well work. L-15
    Table of Contents  B. Upon the issuance of a grading permit, Developer at Developers cost
shall, on a Segment-by-Segment basis, in accordance with the work associated
with the applicable Program Segment as further set out in Attachment 4 to the
PAPA:  i.
    
    Provide construction staking to
define the limits of the area to be cleared and
developed.ii.
    
    If not previously commenced, notify
the appropriate Governmental Agencies and all interested
parties of the commencement of the soils
remediation program as required under the approved
Remedial Action Plan. (This assumes that the majority
of the soils remediation efforts will occur during the
grading operations, and will utilize a modified direct
burial approach.)iii.
    
    Coordinate grading with Nuevo, such
that the scheduled sequence of wells to be shut-in or
abandoned, as appropriate, is consistent with
Developers grading program.iv.
    
    Provide notice to the grading
contractor as to the well locations and the necessity
of avoiding wells during the clearing and grading
operation(s).v.
    
    Cause a comprehensive health and
safety plan to be prepared and submitted to Nuevo and
Operator and all the appropriate Governmental Agencies
prior to commencement. The plan shall cover both
grading and remediation activities.vi.
    
    If not previously remediated by
Nuevo during the soils remediation process of those
sites that are set out in Attachment 4 to the PAPA as
Developers responsibility, remediate (at Developers
cost) those specific sites requiring remediation
identified in the approved Remedial Action Plan that
lie within Development Areas or within the grading area
adjacent to the Development Areas including exhuming
and remediating the contaminated soils which it shall
also isolate and stockpile for placement by the
Developer in deep fills during the phased grading
operation in accordance with the approved Remedial
Action Plan. Soils not me meeting the criteria for
placement in deep fills, if any, will be removed by
Developer (at Developers cost) from the site for


appropriate disposal.vii.
    
    At all times comply with the
mitigation measures of the Final Tonner Hills EIR, and
the requirements, as applicable, of the USF&WS Resource
Management Plan. L-16
    Table of Contents  C. During grading, Nuevo shall, on a Segment-by-Segment basis, in
accordance with the Work associated with the applicable Program Segment as
further set out in Attachment 4 to the PAPA:  i.
    
    Identify and isolate any
contaminated soils associated with the wells for
remediation as called for in the approved Remedial
Action Plan. Isolated soils meeting the criteria of the
approved Remedial Action Plan will be stockpiled for
placement in deep fills by Nuevo. Soils not meeting the
criteria will be removed from the site for appropriate
disposal.ii.
    
    Provide Developer with copies of
well abandonment reports for all well abandonment
activities completed as provided to and from CDOGGR.iii.
    
    Design the final Facilities Plan in
accordance with the Street and Utility Improvement
Plans provided by Developer.iv.
    
    Relocate temporary service lines
serving the oil operations as may be necessary. D. During grading, on a Segment-by-Segment basis, in accordance with the
phasing plan, Developer shall:  i.
    
    Prepare and process the Precise Area
Plans and Level B Tentative Maps through the
appropriate Governmental Agencies, showing the final
lot layout and the Joint Use and Exclusive Use
Areas to be retained around the wells remaining in
operation. The Precise Area Plans will clearly identify
all wells to be abandoned, and identify all abandoned
wells that will require methane venting in accordance
with the requirements of the Orange County Fire
Authority and other appropriate Governmental Agencies.ii.
    
    Grade the Development Areas in
accordance with the approved Grading Plan.iii.
    
    Immediately notify Nuevo and
Operator in the event Developer excavates any
unidentified previously abandoned wells. Developer
shall promptly reabandon such wells in accordance with
the requirements of all appropriate Governmental
Agencies.iv.
    
    Place soils stockpiled as a result of
Developers remediation activities within deep fills in
accordance with the criteria established within the
approved Remedial Action Plan. The location and
constituency components of these soils will be L-17
    Table of Contents  detailed and reported in the final grading report
prepared by the Developer.v.
    
    Install all required erosion control
devices in accordance with the approved Grading Plan,
ensuring that storm runoff will be diverted from the
area(s) affected by the Program.vi.
    
    At all times comply with the General
Construction Activity Stormwater Permit.vii.
    
    Based upon the approved Precise Area
Plans, provide Nuevo and Operator with grade elevations
and staking for all wells.viii.
    
    Prepare the grading plans (Grading
Plans) and process them for approval by the
appropriate Governmental Agencies.ix.
    
    Prepare the final Street and Utility
Improvement Plans and process them for approval by the
appropriate Governmental Agencies. The Street and
Utility Improvement Plans will identify the oil
production service facilities as provided by
Operators Facilities Plan.x.
    
    Prepare the Level B Final Maps and
process them for approval by the appropriate
Governmental Agencies, and record such maps at the
County Recorders office. The Level B Final Maps will
identify all Exclusive and Joint Use Areas.xi.
    

    Identify and dispose of any
previously unidenified oil production facilities or
third party facilities uncovered during the course of
the grading operation.xii.
    
    Cleanup and remediate any crude oil
released during the course of the grading operations
according to standards approved by the appropriate
Governmental Agency.xiii.
    
    Prepare a final soils and
geological report on the Development Areas and obtain
from the appropriate Governmental Agency, a final
compaction certificate relating thereto, within sixty
(60) days of completion of grading for each phase.xiv.
    
    Reabandon or otherwise accommodate,
if necessary, any unidentified wells or facilities
within the Development Area in accordance with CDOGGR
specifications and requirements. E. During grading, Developer and Nuevo shall cooperate with each
other in the implementation of the Program, as follows: L-18
    Table of Contents  i.
    
    Design of the Precise Area Plans,
Level B Tentative and Final Maps and final Street and
Utility Improvement Plans to avoid conflicts between
the oil production service facilities and the utilities
required to service the Development Areas; Nuevo shall
have the reasonable right of approval in event of
design conflicts.ii.
    
    Design the Precise Area Plans to
ensure that all Joint and Exclusive Use Areas necessary
for the wells and facilities are shown to the Parties
and meet all Parties joint satisfaction.iii.
    
    Identification and differentiation
of naturally-occurring tar seep or oil-bearing sands
from crude oil released as a result of oil operations;
provided that unless Developer and Nuevo can
conclusively determine that such contamination resulted
from ongoing production activity, such contamination
shall be presumed to be from naturally-occurring tar
seep or oil-bearing sands. III. Post-Grading Events: A. Upon completion of Grading within the Development Areas, on a
Segment-by-Segment basis in accordance with the approved phasing plan, Nuevo
shall:  i.
    
    Cause all abandoned wells within the
Development Areas to be capped below those grades
provided by Developer in accordance with CDOGGR and the
requirements of the EIR, Planned Community Text and
Area Plan. Final inspections of such wells shall be
conducted by CDOGGR.ii.
    
    Cause all appropriate pumping
equipment to be installed within the Exclusive Use
Areas.iii.
    
    Complete all oil production service
facilities to be installed to service the producing and
injection wells. Service lines will be connected to the
new site and Tank Farm.iv.
    
    Install permanent pipelines and
facilities as determined by Nuevo in its discretion as
required for Operators continued operations in
accordance with grading operations.v.
    
    Provide as-built drawings to
Developer and Operator showing the line and grade for
all installed facilities.vi.
    
    Install seismic monitoring devices as
required by the mitigation measures in the Final Tonner
Hills Environmental Impact Report. L-19
    Table of Contents  B. Upon completion of the GRADING within the Development Areas, on a
phase-by-phase basis in accordance with the approved phasing plan, Developer
shall:  i.
    
    Install the utility systems in
accordance with the approved Street and Utility
Improvement Plans.ii.
    
    Install the street improvements in
accordance with the approved Street and Utility
Improvement Plans. Such Plans shall make provision for
oil field related facilities to the extent deemed
necessary by Nuevo to operate wells in the Development
Areas. The utility and street improvements are
anticipated to take four months beyond the completion
of grading.iii.
    
    Install oil facility screening
devices in accordance with the requirements of, and
plans approved by, the appropriate Governmental
Agencies.iv.
    
    Provide construction staking for the
installation of Operators wells, pipelines and
facilities within the Development Areas.v.
    
    Construct methane gas vents over
abandoned oil wells as may be necessary to accommodate
the housing development.vi.
    
    Construct all required active and
passive methane mitigations as required by the Final
Tonner Hills Environmental Impact Report, the Orange
County Fire Authority or other Governmental Agency. C. Upon completion of grading within the Development Areas, Developer
and Nuevo shall cooperate with each other to:  i.
    
    Develop Homebuyer notification
language to be supplied by Developer to future surface
purchasers with respect to the past and continuing oil
operations. State Proposition 65 language will be
included in any Homebuyer notification.ii.
    
    Develop Homebuyer notification
language for inclusion within the Division of Real
Estate Public Report, Grant Deed or Covenants,
Conditions and Restrictions, as may be appropriate or
required as to the placement of remedial soils within
the deep fills.iii.
    
    Satisfy any EIR mitigation measures
regarding the past and continuing oil operations.iv.
    
    Obtain a conditional case closure
letter from the County of Orange Health Care Agency,
Division of Environmental Health for the approved
Remedial Action Plan. L-20
    Table of Contents  2.3 Developer Improvements and Additional Payments. It is understood and
agreed that Developer shall have the primary responsibility for and shall, at
its sole cost and expense, complete all work required to accomplish the
Developer Improvements including: (a) soil remediation, (b) relocation of
third party easements and licenses (TPEL), (c) all matters to the extent
allocated to Developer in Sections 2.1 and 2.2, hereof, (d) Mass/Grading
operations in the best commercial manner and completion of such operations in
the shortest time but, in all cases, within the time duration set out for the
activity in Attachment 4 to the PAPA, so as to minimize the disruption of
Operators remaining Oil Operations, (e) after Final Acceptance by Developer
of the completed work, Developer shall be solely responsible for all
maintenance, repair, replacement, removal, and reinstallation of such
completed work for which Developer assumes Developers Liability and for any
liability as a result thereof or pertaining thereto. Developer shall bear the
cost of future relocation of such work requested by Developer and performed by
Operator. Developer shall fully cooperate with Nuevo and Operator in the
implementation of the Program. Developer shall (i) timely process all of its
permit requests; (ii) comment on all applicable submittals of specifications
or plans within five business days; and (iii) make all facilities available for
accommodation under the Program such that Nuevo may commence the Project
Segment. To the extent that Developer fails to fully and timely cooperate with
Nuevo and Nuevo incurs penalties, damages or incremental costs in performing
the Program, such penalty, damage or cost shall be the responsibility of
Developer and Developer hereby agrees to indemnify and hold Nuevo harmless
therefrom. Developer shall also be liable to Operator for any and all
incremental cost or expense incurred by Operator in the performance of its
work in the Program as a result of Developers (or Nuevos, if acting on
behalf of Developer) failure to fully and timely perform and complete
Developers Improvements. Developer shall use good faith, commercially
reasonable efforts to timely and expeditiously perform its obligations and
rights under the PAPA in a manner that minimizes the interruption or
curtailment of production and shall be liable to and indemnify Operator for
all losses resulting from the failure to do so. 2.3.1 Processing Costs  Employee Costs. Operator and Nuevo agree not to
charge Developer for their employees or overhead costs allocable to such
employees in the processing of the Governmental Approvals. 2.3.2 Operator Improvements. Nuevo shall submit to Operator the
preliminary and final detailed design and engineering of all facilities,
pipelines and well accommodation plans (Operator Improvements) when
completed. Operator shall have ten (10) business days to review and comment on
the plans. All final decisions with respect to the plans including pipeline
and facility locations, use of new, refurbished or salvaged equipment and
materials and the staging of the work to be performed shall be made by Nuevo in
the exercise of its reasonable discretion and in a manner consistent with
customary oil field practices. Should Operator request changes or
modifications to the design and engineering of Operator Improvements other than
changes or modifications required by applicable law or governmental regulations
and should Nuevo determine that such modifications can be incorporated into the
Program within the time duration specified in Attachment 4 to the PAPA, Nuevo
shall make such modification provided that Operator prepays all incremental
costs associated with such modification. Operator shall not request a
modification to the wells or well classifications set out in Schedule B L-21
    Table of Contents  to Attachment 4 to the PAPA without first obtaining the written approval of
Developer. Incremental costs associated with such well changes, if any, shall
be pre-paid by Operator. 2.3.3. Governmental Modifications. Should the Program be modified to
reflect changes that result from decisions of Governmental Entities, court
orders or settlement of litigation or by agreement such that fewer wells are
accommodated, abandoned, or less infrastructure is removed or altered, then
Nuevo shall have no obligation or duty of any kind or character with respect
to such wells or facilities that are removed from the Program. Section 3. Condition of the Property (Disclosures); Compliance with
Project Requirements; Development Costs, Taxes and Assessments; Insurance;
Indemnities; Retained Obligations. 3.1 Disclosures. Buyer expressly acknowledges the following: 3.1.1 The Land contains open space with special habitat species and
vegetation which may be adversely affected by human intrusion or mismanagement. 3.1.2 The Land is subject to, and has been designated as subject to
certain hazard zones (Zones). The Zones are listed on Exhibit E of the
Agreement. 3.1.3 The Olinda/Olinda Alpha landfill operates near the northeastern
boundary of the Land. 3.1.4 Unocal Gas Plant. That (a) the Land contains certain real property
that was formerly used by Unocal as a gas plant for the commercial production
of natural gas, (b) the Unocal gas plant has been shut down and its operations
discontinued, (c) Seller has caused the areas surrounding the Unocal gas plant
to be cleaned up and remediated (clean-up) pursuant to a remedial action plan
established by Orange County Health Care Agency (OCHCA) which has issued a
Closure Letter indicating its inspection and acceptance of such remediation
efforts, (d) Buyer has received and reviewed to its satisfaction the Closure
Letter and other written materials concerning the Unocal gas plant, its
operation and the clean-up as part of the Information and (e) Seller does not
warrant, represent or guarantee that the Unocal gas plant or surrounding areas
are free from contamination or any other conditions whatsoever, as a result of
its operations or otherwise. Notwithstanding the above, this acknowledgement is
not meant to alter (or obviate) in any way the duties, obligations and/or
liability of Developer under the PAPA with regard to the Unocal gas plant, to
the extent such gas plant site is within the Development Areas. 3.1.5 Faults. Buyer acknowledges that Seller has made Buyer aware that
there are earthquake and other faults which exist on, under, in or near the
Land. Further, Buyer acknowledges that there may be faults, unknown to
Seller, which exist on, under, in or near the Land. 3.1.6 Lessees on the Property. Buyer acknowledges that there are (a)
surface leases on a portion of the Land between Seller, as successor to Unocal,
and Brea Green Recycling, Inc., dated February 1, 1997, and with Haynes
Apiaries, dated December 29, 1992 for the keeping of bees, (b) an oil and gas
lease bordering a portion of the Property Minerals L-22
    Table of Contents  between Seller and Aera Energy LLC, commonly referred to as the Indenture, as
amended, by and between Unocal and Columbia Oil Producing Company, dated
February 26, 1901 (Buyer has been provided copies of such leases), (c) that
other, permanent easements may be granted in connection with the Project and
(d) that other temporary and permanent easements may be granted to Aera Energy
for development infrastructure and pipelines. 3.2 Compliance with Project Requirements. Buyer understands and agrees
that it must and shall (a) subject to the PAPA, conduct its Oil Operations,
complete the Program (at no cost to Buyer), and use the Property Interests, and
(b) subject to the PAPA, hold, own, possess, use, and conduct its Oil
Operations in cooperation and conjunction with the Developers ownership, use,
possession and conduct of operations and work upon and in connection with the
Land, Development Areas and Project; and, in any event, with respect to (a) and
(b), in strict compliance with any governmental approvals or entitlements for
the Land and Project by any Governmental Agency, and all laws, statutes,
ordinances, orders, regulations, rules and notices therefrom and/or relating to
such approvals or entitlements. 3.3 Development Costs, Taxes and Assessments. Except as specifically
provided to the contrary in the PAPA regarding the Program or elsewhere in the
Development Documents, after the Effective Date, Buyer shall, at its sole cost
and expense, pay and be responsible for all costs and expenses, of every nature
whatsoever, incurred in the use of the Property Interests and in conducting the
Oil Operations as follows: 3.3.1 Only as same may apply to the Minerals and Oil Operations, Buyer
shall be responsible for all costs and expenses incurred in and associated
with he processing and maintenance of the Governmental Approval Documents and
Governmental Approvals described in the Agreement. 3.4 Insurance. 3.4.1 Insurance Types. From and after the date hereof and continuing after
the Close, Buyer shall, at its sole cost and expense, as required by the
Agreement, maintain in full force and effect with companies satisfying the
requirements specified below, the following insurance: 3.4.1.1 Comprehensive General Liability Insurance. Buyer shall maintain
Comprehensive or Commercial General Liability Insurance on an occurrence
basis, and excess umbrella coverage, with a combined single limit for bodily
injury and property damage of at least Fifteen Million Dollars ($15,000,000),
covering the following: 3.4.1.1.1 Operations, Independent Contractors and
Products and Completed Operations (which Buyer shall maintain in effect on at least an
annual renewal basis) for as long as Buyer or its assignees own said Property
Interests; 3.4.1.1.2 Owners and Contractors Protective
Liability; 3.4.1.1.3 Severability of Interest and Cross
Liability clauses; L-23
    Table of Contents  3.4.1.1.4 Contractual Liability covering all the
provisions, rights and obligations under the Development Documents, including without
limitation, coverage for Buyers contractual indemnities in the Agreement; 3.4.1.1.5 Personal Injury and Explosions, Collapse and Underground
Hazards (X, C, U); 3.4.1.1.6 Broad Form Property Damage Liability, including completed
operations. The limits of liability of the insurance coverage specified in this
subsection may be provided by any combination of primary and excess liability
insurance policies. 3.4.1.2 Automobile Liability Insurance. Buyer shall maintain owned, hired
and non-owed automobile liability insurance covering all use of all
automobiles, trucks and other motor vehicles utilized by Buyer in connection
with the requirements or obligations specified in any Development Document
with a combined single limit for bodily injury and property damage of Five
Million Dollars ($5,000,000.00). 3.4.2 Waiver of Subrogation. Buyer hereby waives all rights against Seller
and the Indemnitees (as that term is defined below in Section 3.5.1), but not
the Developer, for damages caused by fire and other perils and any other risk. 3.4.3 Additional Insured. Seller shall be included as an additional
insured under the coverage specified in Section 3.4.1 above with the following
provisions included within each applicable policy: It is understood and agreed
that coverage afforded by this Policy shall also apply to Nuevo Energy Company
(Seller) and Torch Energy Advisors Inc. and Torch Operating Company
(collectively, Torch), and their members, partners and their constituent
members, their parent companies, subsidiaries, and all of their respective
officers, directors, shareholders, agents, representatives, employees and
professional consultants, and all of their respective successors and assigns,
as additional insureds, but only with respect to legal liability or claims
caused by, arising out of or resulting from the acts or omissions of the named
insured or others performing acts on behalf of the named insured in connection
with their ownership and use of the Property Interests and the conduct of Oil
Operations. This insurance is primary and any other insurance by such
additional insureds is non-contributing with this insurance as respects claims
or liability arising out of or resulting from the acts or omissions of the
named insured, or of others performing on behalf of the named insured. 3.4.4 Insurance Policies. Each insurance policy required under this
Section shall: 3.4.4.1 Be issued by insurance carriers licensed and approved to do
business in California, having a general rating of not less than an A- and
financial rating of not less than VIII in the most current Bests Insurance
Report; 3.4.4.2 Contain a provision that the policy shall not be subject to
material alteration to the detriment of Seller or Buyer or cancellation without
at least thirty (30) days prior written notice given to Seller by registered
mail; L-24
    Table of Contents  3.4.4.3 Provide that such policy or policies and the coverage evidenced
thereby are primary and Sellers insurance is noncontributing with such primary
coverage; and, 3.4.4.4 Contain severability of interest and cross liability
clauses. Buyer may provide the insurance described in this Section in whole or in
part through a policy or policies covering other liabilities and projects of
Buyer; provided, however, that any such policy or policies shall (a)
specifically allocate to the Agreement the full amount of insurance required
hereunder and (b) be subject to, without limitation, and contain, permit or
otherwise unconditionally authorize the waiver contained in subsection above;
and provided further that any such policy or policies shall not otherwise
dilute or impair the rights of Seller or in any way negate the requirements of
the Agreement. 3.4.5 Evidence of Insurance. As confirmation and evidence of each type
of insurance coverage required by Section 3.4.1 and Section 20 hereof, Buyer
shall satisfy the following requirements: 3.4.5.1 Buyer shall provide Seller with policy binder letters (with cost
quotes) by the Close for each type of insurance coverage, confirming the
subject coverage is in place and effective as of the Close; 3.4.5.2 Buyer shall comply with all payment obligations of each type of
insurance, as specified in the subject policy quote/binder; 3.4.5.3 Buyer shall comply with all terms and conditions of each subject
quote/binder that require additional information be provided to he insurer
prior to binding; 3.4.5.4 In addition to binder letters, Seller shall be provided with
certificates issued by Buyers insurance carrier acceptable to Seller showing
such policies in force for the specified period. Such evidence shall be
delivered to Seller promptly upon execution of the Agreement. Seller has the
right to review certified policies as it may deem necessary with respect to
that insurance provided for in Section 20. Evidence of any renewal insurance
including specifically without limitation, the products and completed
operations insurance, shall be delivered to Seller not less than thirty (30)
days after the expiration date on the term of the policy. The policy
certificate for the insurance provided for in Section 20 shall be subject to
reasonable approval by Seller. Should any policy expire or be cancelled before
the expiration of the Agreement, or such later period as Buyer is required to
carry such insurance as set forth herein, and Buyer fails immediately to
procure other insurance as specified, Seller, upon ten (10) days written notice
to Buyer, shall have the right, but shall have no obligation, to procure such
insurance and to charge Buyer with one hundred percent (100%) of the cost to
Seller of procuring such insurance. Buyer shall pay Seller any such amount
within ten (10) days of written demand therefor. 3.4.6 Damages. Nothing contained in these insurance requirements is to
be construed as limiting the type, quality or quantity of insurance Buyer
should maintain or the extent of Buyers responsibility for payment of damages
or discharging other Buyer obligations arising under the Development Documents. L-25
    Table of Contents  3.4.7 Sellers Election to Insure. Should Buyer fail to do so, Seller
reserves the right, but shall have no obligation, to procure the insurance, or
any portion thereof. As provided above, Seller shall notify Buyer if Seller
exercises its right, whereupon Buyers responsibility to carry such duplicative
insurance shall cease. Seller further reserves the right at any time, with
thirty (30) days notice to Buyer, to require that Buyer resume the maintenance
of any insurance for which Seller has elected to become responsible pursuant to
this Section 3.4.7. 3.4.8 Contractors. Buyer shall not permit any architect, engineer,
contractor, subcontractor or materialmen to commence work on or relating to the
Property Interests (and Oil Operations) until such parties have complied with
Buyers customary insurance requirements. Buyer shall use commercially
reasonable efforts to cause each such party to name Seller and Torch as
additional insureds to such partys general liability insurance policies. Buyer
shall also include Seller and Torch in any indemnity provisions with such
parties for defense and indemnification to the same extent Buyer is defended
and indemnified. 3.5 Release and Indemnity. 3.5.1. Buyers Indemnity. Except as specifically provided to the contrary
in the PAPA and in Sections 3.5.3 and 3.5.5 below, to the maximum extent
permitted by law, Seller, Torch and their members, partners and their
constituent members, their parent companies and subsidiaries and their
employees, officers, directors, shareholders, and respective successors and
assigns, other than subsequent Developers of the Development Areas whose
indemnity obligations are governed by the Development Declaration and the
PAPA, (collectively, the Indemnitees) shall not be liable for any Losses (as
defined in Section 3.5.7 below) arising out of, caused by, relating to or
alleged to have arisen from, been caused by or related to:  (a)
    
    the Activities (as defined in Section 3.5.7 below),
including:  (i)
    
    the use of the Property
Interests by Buyer, or Buyers Representatives,
including for Oil Operations,(ii)
    
    a defect in the design
or construction of or any material in any
structure or other improvement at, relating to or
in connection with the Property Interests or Oil
Operations, or in any Work performed by Buyer or
Buyers Representatives,(iii)
    
    the condition of the Property Interests
including any earthquake or other faults, or other natural
hazards, disclosed or undisclosed, and any
defect in soils or the preparation of soils
prior to the date hereof by any entity,(iv)
    
    the presence or existence
of any Hazardous (or toxic) Substances (including
any methane gas and/or tar seeps), materials or
waste (including any landfill) in, or on the soil
or groundwater at, relating to or in connection
with the Property Interests, and including the
release, use, L-26
    Table of Contents  generation, discharge, storage, disposal or clean-up of any
Hazardous Substance to, on, in or from the Property Interests or
in connection with Oil Operations, or any residual
contamination therefrom affecting any natural resource or the
environment, including any Environmental Law or other law,(v)
    
    claims made by third parties for matters at, relating to
or in connection with the Activities,(vi)
    
    any act or omission of Buyer or Buyers Representatives,(vii)
    
    any accident or casualty at, relating to or in connection
with the Activities,(viii)
    
    any material breach of a representation of Buyer in Section
3.1C, of the Agreement,(ix)
    
    a violation or alleged violation by Buyer or Buyers
Representatives of any law now or hereinafter enacted including
any breach by Buyer or Buyers Representatives of an Environmental
Law or the assertion of any Hazardous Substance Claim not caused
by, or the responsibility of, Developer as described in the PAPA,
including the violation, or alleged violation by Buyer or Buyers
Representatives of any statute, ordinance, notice, order, rule,
regulation, permit, judgment or license relating to the use,
generation, release, discharge, storage, disposal or
transportation of any Hazardous Substance in, on, under or about,
to or from the Property Interests or in connection with Oil
Operations, and(x)
    
    any other cause whatsoever at, relating to or in
connection with the Property Interests or Oil Operations, Buyers
use of the Property Interests or conduct of Oil Operations or
Buyers performance under the Development Documents (including its
covenants, representations and warranties made pursuant thereto);  (b)
    
    The negligence or willful misconduct of Buyer (or any of Buyers
Representatives) in connection with the Activities, as specified in (a),
above;(c)
    
    The default by Buyer of any of its obligations under the Development
Documents, including those matters specified in Section 3.2 hereof,
and/or any material breach of the representation(s) and warranties made
therein; L-27
    Table of Contents  (d)
    
    The application of the principles of strict
liability with respect to any act or omission of Buyer
or Buyers Representatives or any Indemnitee at,
relating to or in connection with the Activities, as
specified in (a), above. 3.5.2 Releases and Indemnity. As a material part of the consideration of
the Agreement, Buyer hereby releases the Indemnitees from and waives on its
behalf, and on behalf of its successors and assigns, all the Losses described
in Section 3.5.1, and agrees to indemnify, defend and hold harmless Seller and
all of the Indemnitees and their property from all such Losses whether
incurred or made by Buyer, Seller, any Indemnitee (or any third
parties/person(s)). The foregoing release, waiver, indemnity and obligation to
defend and hold harmless shall apply to any claim or action brought by a
private party or by a Governmental Agency or entity under any statute or common
law now or hereinafter in effect and is intended to apply with respect to the
Losses described in Section 3.5.1, whenever they may occur. The foregoing
release, waiver, indemnity and obligation to defend and hold harmless, and any
similar covenants by Buyer elsewhere in the Development Documents, are intended
to apply to the Losses described in Section 3.5.1, incurred directly by Seller
or any Indemnitee, or their property, as well as by Buyer, or any third party,
or their property. 3.5.3 Limitation on Indemnity-Sellers Actions. Notwithstanding anything
to the contrary above, nothing contained in this Section shall operate to
relieve any Indemnitee to the extent of any Losses found by a court of
competent jurisdiction to have been caused solely by the reckless or willful
behavior, gross negligence or the intentional misconduct of such Indemnitee. 3.5.4 Buyers Acknowledgment. BUYER ACKNOWLEDGES THAT IT HAS BEEN ADVISED
BY ITS LEGAL COUNSEL AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL
CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR. BUYER BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHT
IT MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT. BUYERS INITIALS            SELLERS INITIALS 3.5.5 Limit on Buyers Indemnity. The indemnity and the release contained
in this Section 3.5 shall not apply to the extent arising from or related to:  (a)
    
    any material breach by Seller of its
representations set forth in Section 3.1 B and its
covenants set forth in Section 3.1 D of the Agreement, L-28
    Table of Contents  (b)
    
    civil or criminal penalties imposed upon Seller for Activities before the
Close, but not paid,(c)
    
    taxes delinquent before the Close, but not paid,(d)
    
    royalty payments owed before the Close, but not paid,(e)
    
    any Losses or obligations of Seller resulting from or relating to the
employment relationship between Seller and any of Sellers present or
former employees or the termination of any such employment relationship,
including without limitation personal injury, matters relating to employee
health, severance pay and other similar benefits, if any, and any claims
on behalf of any such present or former employee relating to the
employment or termination of employment of any such employee by Seller
prior to the Closing, including without limitation any claim for wrongful
discharge, breach of contract, unfair labor practice, employment
discrimination, unemployment compensation, or workers compensation or any
Losses or obligation of Seller in respect of any agreement, trust, plan,
fund, or other arrangement under which benefits or employment is provided
for any of Sellers present or former employees,(f)
    
    any Losses to the extent incurred by Buyer or third parties as a result
of Sellers negligence or willful misconduct in the performance of its
Work under the Program or PAPA prior to Final Acceptance,(g)
    
    any Losses arising from or related to matters which arise from or are
related to the duty or obligation of the Developer under the PAPA,(h)
    
    any Losses arising from or related to the Development Areas except those
resulting from Oil Operations and the Activities of Buyers
Representatives,(i)
    
    any Losses (less the applicable deductible) to the extent Sellers
preexisting insurance policy provides a legal defense and coverage of a
claim; Seller shall assert and pursue the claim for payment under the
policy in a commercially reasonable manner irrespective of whether the
insurance company initially denies it and any recovery shall reduce the
extent of Buyers Indemnity (provided however that Seller shall only be
required to initiate litigation, arbitration or other formal controversy
after written notice from Buyer, and only (x) to the extent of a good
faith claim and (y) if all costs and expenses are paid by Buyer); and, L-29
    Table of Contents  (j)
    
    any Losses relating to Sellers
offsite disposal of Hazardous Substances. 3.5.6 Construction Entities. Notwithstanding the above, nothing
contained herein shall obviate or nullify in any way Buyers rights granted in
Section 3.2 to assert claims against the construction entities hired by Seller
to perform Work at, relating to, or in connection with the Property Interests,
Oil Operations, or under the Development Documents and affecting or relating to
the Property Interests or Oil Operations pursuant to a written contract
(Construction Entities). 3.5.7 Definitions. As used in the Agreement, the terms listed below shall
have the following meanings: Activities for purposes of this Section 3.5 shall mean and include Oil
Operations, the Property Interests, the development or use of the Property
Interests or Oil Operations, the performance of any Work at, relating to or in
connection with the Property Interests or Oil Operations, the construction,
use, sale or other conveyance of improvements at, relating to or in connection
with the Property Interests or Oil Operations, and/or any defect in any such
Work, or the Property Interests, or the conduct of Oil Operations. Buyers Representatives for the purposes of this Section 3.5 shall mean
Buyers contractors, or their respective subcontractors, agents, employees,
licensees, invitees or representatives, or any other parties directly or
indirectly employed by any one of the foregoing or reasonably under the
control of any of the foregoing or for whose acts any of the foregoing may be
liable (collectively, Buyers Representatives), but excluding Sellers Work
under the Program prior to Final Acceptances and/or Developers Work under the
Program or otherwise. Losses for the purposes of this Section 3.5 shall mean any and all
claims, demands, actions, suits, proceedings, causes of action, loss,
liability, damage (including sickness, disease and/or death and other
consequential damage), cost (including cleanup costs), expense, injury,
deficiency, fine, penalty, punitive damage or expense, of any kind or
character, to any person or property (including third parties), tangible or
intangible, fixed or contingent, presently known or unknown, whether resulting
from occurrences prior to, on the date of or after the Closing, including
compensation for lost wages, business income, profits or other economic loss,
damage to natural resources or the environment, nuisance, pollution,
contamination, leak, spill, release or other adverse effect on the
environment, court costs and attorneys fees (collectively, Losses). Environmental Laws means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et
seq., the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., the
Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., the Clean Water
Act, 33 U.S.C. Section 1251 et seq., the Safe Drinking Water and Toxic
Enforcement Act of 1986 (Cal. H&S Code Sections 25249.5-25249.13), the
Carpenter-Presley-Tanner Hazardous Substance Account Act (Cal. H&S Code
Sections 25300 et seq.), and the Porter-Cologne Water Quality Control Act,
California Water Code Sections 13000, et seq., the California Health and Safety
Code generally and any and all L-30
    Table of Contents  other present and future federal, state or local laws (whether under common
law, statute, ordinance, rule, regulation or otherwise), permits, orders,
determinations, notices and any other requirements of Governmental Agencies
relating to the environment or to any Release, Hazardous Substance or
Hazardous Substance Activity, as heretofore or hereafter amended from time to
time. Hazardous Substance means (a) any chemical, compound, material, mixture
or substance that is now or hereafter defined or listed in, or otherwise
classified pursuant to, any Environmental Law as a hazardous substance,
hazardous material, hazardous waste, extremely hazardous waste,
infectious waste, toxic substance, toxic pollutant or any other
formulation intended to define, list, or classify substances by reason of
deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, or EP toxicity and (b) ash
produced by a resource recovery facility utilizing a municipal solid waste
stream. Oil and natural gas are expressly excluded from the definition of
Hazardous Substances. Hazardous Substance Activity means any actual, proposed or threatened
storage, use, holding, existence, Release, emission, discharge, generation,
processing, abatement, removal, disposition, handling, transportation or
clean-up of any Hazardous Substance from, under, into or on the Property
Interests or surrounding property or in connection with the Oil Operations;
provided, however, that the use, installation, storage and maintenance, in
compliance with all applicable laws, ordinances, orders, regulations and
notices of Governmental Agencies, of materials reasonably necessary and
normally used in the development or use of the Property Interests or in
connection with the Oil Operations in the ordinary course of its business as
contemplated in the Development Documents, shall not be considered a Hazardous
Substance Activity. Hazardous Substance Claims shall mean any and all enforcement,
investigation, clean-up, removal or other Governmental Agency notices, actions,
proceedings of any kind or nature, or orders threatened, instituted or
completed pursuant to any Environmental Law, together with all claims made or
threatened by any third party against Buyer, Developer (to the extent arising
out of, relating to or in connection with Developers activities and work
regarding the Program), Seller, the other Indemnitees or the Property Interests
or Oil Operations, relating to damage, construction, cost recovery
compensation, loss or injury resulting from any Hazardous Substance. 3.5.8. Notice. Each party shall promptly notify the other in writing of
claims arising out of any of the matters described in this Section 3.5. If the
claim is a Hazardous Substance Claim, the notifying party shall provide the
other with copies of all communications with federal, state and local
governments or Governmental Agencies. 3.6 Sellers Indemnity. To the maximum extent permitted by law, Buyer and
its members, partners and its constituent members, parent companies and
subsidiaries and their employees, officers, directors, shareholders, and all of
their respective successors and assigns, (collectively, the
Buyer-Indemnitees) shall not be liable for, and Seller indemnifies and agrees
to defend Buyer-Indemnitees for, any Losses (as defined in Section 3.5) to the
extent arising from and/or relating to the Retained Obligations listed on
Exhibit F3 to the Agreement; L-31
    Table of Contents  provided, however, should the East Naranjal Tank Farm not be demolished within
ten (10) years, this provision shall not apply as to the East Naranjal Tank
Farm. Notwithstanding anything to the contrary above, nothing contained in this
Section shall operate to relieve any Buyer-Indemnitee to the extent of any
such Losses found by a court of competent jurisdiction to have been caused
solely by the reckless or willful behavior, gross negligence or the
intentional misconduct of such Buyer-Indemnitee. 3.7 Survival of Covenants. 3.7.1 All of Buyers indemnification, defense and hold harmless covenants
and limitations on Buyers obligations in any of the Development Documents,
including without limitation the covenants in the Section hereof entitled
Release and Indemnity and Buyers obligation to maintain completed operations
insurance pursuant to the Section hereof entitled Insurance shall survive the
Sale or Transfer of Seller or of the Property Interests and/or Oil Operations
pursuant to Section 19 hereof. 3.7.2 All of a partys indemnification, defense and hold harmless
covenants shall be binding on such party (or any permitted assignee) until the
last to occur of (a) such date as any action against the indemnified party is
absolutely barred by the applicable statute of limitations or (b) such date as
any action asserted prior to limitations for which indemnification is claimed
under said Section is fully and finally resolved. Neither payment nor a finding
of liability or of an obligation to defend shall be a condition precedent to
the enforcement of any indemnity or duty to defend provision herein or

elsewhere in any Development Document. If any action or proceeding shall be brought against any indemnified
party alleging any fact or circumstances for which a party is to provide
indemnification, Buyer such party, upon notice from such indemnified party,
shall defend the same at Buyers its sole cost and expense. 3.7.3 Neither Buyer nor Seller shall assert a statute of limitations
defense to its obligation to defend and indemnify an indemnified party
hereunder (or as otherwise required by the Development Documents) until after
three years from the assertion of any claim, so long as the indemnified party
notifies the indemnifying party of any such known claim within three years of
discovery of the claim. 3.8 Retained Obligations Under Hover Agreement. Seller shall,
notwithstanding the sale to Buyer of the Property Interests hereunder, continue
to be responsible for and bear the cost of implementing those Retained
Obligations that impact the Property Interests or the Oil Operations (set forth
under Exhibit F2) under the Hover Agreement. Buyer shall, among other
matters, make its Property Interests reasonably available to permit Seller to
plug and abandon the wells and make the modifications of the facilities set out
in Exhibit F2. Buyer shall cooperate fully with Sellers efforts to implement
the Retained Obligations at no out-of-pocket expense to Buyer. Section 4. Natural Hazard Zones. Seller has submitted to Buyer and Buyer
acknowledges that it has received, read and approved the natural hazard zones
(Natural Hazard Zones) disclosure materials attached as Exhibit E, which
have been provided by First American Title Company. Buyer agrees that Seller
has thereby fully discharged all of its L-32
    Table of Contents  obligations to Buyer, if any, under California law with respect to Natural
Hazards Zones disclosures. Section 5. Release. Declarant may release any portion of the Covered
Property from this Development Declaration at any time and for any reason with
the prior approval of Buyer, not unreasonably withheld. Section 6. Enforcement: Assignment By Declarant. (a) A default under any Development Document shall be a default hereunder.
Declarant shall have all rights and remedies herein as prescribed in the
Development Documents including the sole right to enforce by proceedings at law
or in equity, all Restrictions now or hereafter imposed by the provisions of
this Development Declaration or any amendment hereto, specifically including
the right to prevent the violation of any such Restrictions and the right to
recover damages or other compensation for such violation. Failure by Declarant
to enforce any Restriction herein contained in any certain instance or on any
particular occasion shall not be deemed a waiver of such right on any future
breach of the same or any other Restriction by Buyer. All rights, options and
remedies of Declarant specified in the Development Documents and this
Development Declaration are cumulative, and no one of them shall be exclusive
of any other, and Declarant shall have the right to pursue any one or all of
such rights, options and remedies or any other remedy or relief which may be
provided by law, whether or not stated in this Development Declaration. (b) In addition to and without limiting the foregoing, Declarant may
assign any of its rights and powers under this Development Declaration to any
Successor (as that term is defined in Subsection 13(d) below) so long as such
person or entity agrees in writing to assume the duties of Declarant pertaining
to the particular rights and powers assigned. Upon the recordation of such
writing accepting such assignment and assuming such duties, such assignee
(Successor), to the extent of such assignment, shall have the same rights and
powers and be subject to the same obligations and duties as are given to and
assumed by Declarant herein. Without limiting the generality of the foregoing,
Declarant may make such assignments as to the entire Covered Property or to any
portion thereof. Section 7. Amendments. Except as provided in this Development Declaration
concerning (a) assignment by Declarant of its rights under this Development
Declaration, (b) reacquisition of the Covered Property by Declarant, and (c)
addition of descriptions and/or depictions of Benefitted Property (all for
which, Declarant may unilaterally amend this Development Declaration), this
Development Declaration may only be amended by a writing executed by Declarant
and Buyer, which amendment shall be recorded against the Covered Property. Section 8. Captions. The captions used herein are for convenience only and
are not a part of this Development Declaration and do not in any way limit or
amplify the terms and provisions hereof. Section 9. Governing Law. This Development Declaration shall be governed
by and construed under the laws of the State of California. L-33
    Table of Contents  Section 10. Arbitration/Attorneys Fees. Except for the right of either
party to apply to a court of competent jurisdiction for temporary restraining
orders, preliminary injunctions, writs of attachment, writs of possession or
other equitable or provisional relief, any controversy, dispute or claim of any
kind or nature arising out of, in connection with, or in relation to the
interpretation, performance or breach of the Agreement (including the indemnity
obligations contained herein), any Development Document and/or the use or
development of the Land, Property Interests or Oil Operations, including,
without limitation, any claim based on contract, tort or statute, shall be
settled by final and binding arbitration by three (3) arbitrators in accordance
with the Rules of the American Arbitration Association then in effect (the
Rules). Each party shall, in accordance with the Rules, nominate one (1)
arbitrator to the arbitrational tribunal and the two (2) arbitrators so
appointed shall appoint the third arbitrator in accordance with the Rules, the
three (3) arbitrators constituting the arbitration tribunal. The arbitration
shall be held in Orange County, California. Reasonable discovery shall be
allowed in connection with such arbitration. At the request of a party, the
arbitration tribunal may issue orders for interim relief as deemed necessary to
safeguard property that is the subject of the arbitration or in order to
accomplish the objectives of the Agreement. Such interim measures may also be
sought from judicial authority having jurisdiction. The decision of the
majority of the arbitrators shall be reduced to writing, shall be the sole and
exclusive remedy between the parties regarding any and all such disputes or
differences, and shall be final and binding on all parties to the arbitration;
and, application may be made to any court of competent jurisdiction for an
order of enforcement and shall be enforceable in any court of competent
jurisdiction. The parties agree to exclude any right of application or appeal
to the courts of any jurisdiction in connection with any questions of law
arising in the course of arbitration or with respect to any award made, except
for enforcement purposes. Consequential, punitive, or incidental or other
similar damages shall not be allowed. In the event any such arbitration (or other proceeding) is brought to
enforce or interpret any of the covenants, terms or provisions of the
Agreement, any Development Document and/or use or development of the Land,
Property Interests or Oil Operations, the prevailing party in any and all such
arbitration(s) or other proceeding(s), including any bankruptcy proceedings,
shall be entitled to recover from the non-prevailing party all of the
attorneys fees and costs incurred by such party in each and every such
arbitration or other proceeding, including any and all appeals or petitions
therefrom. As used in the Agreement, attorneys fees shall be deemed, to the
extent allowed by law, to mean the full and actual costs of any legal services
actually performed in connection with the matters involved, calculated on the
basis of the usual fee charged by the attorneys performing such services, and
shall not be limited to reasonable attorneys fees as defined in any statute
or rule of court. Section 11. Severability. In the event that any portion of this
Development Declaration shall become illegal, null or void or against public
policy, for any reason, or shall be held by any court of competent
jurisdiction to be illegal, null or void or against public policy, the
remaining portions of this Development Declaration shall not be affected
thereby and shall remain in force and effect to the full extent permissible by
law. Section 12. Gender and Number. In this Development Declaration (unless
the context requires otherwise), the masculine, feminine and neuter genders
and the singular and the plural include one another. L-34
    Table of Contents  Section 13. Covenants to Run with the Land: Term; Unilateral
Amendment for Program. (a) The Covered Property shall be held, developed, conveyed, hypothecated,
encumbered, leased, rented, used and occupied subject to the Restrictions. The
Restrictions are intended and shall be construed as covenants and conditions
running with and binding the Covered Property and servitudes upon the Covered
Property and every part thereof, and all and each of the Restrictions shall be
binding upon and burden all persons having or acquiring any right, title or
interest in the Covered Property (during their ownership of such interest), or
any part thereof, and their successors and assigns. The Restrictions shall
inure to the benefit of the Benefitted Property and the owners of the
Benefitted Property, and their successors and assigns; and the Restrictions
shall be enforceable by Declarant and its Successors, all upon the terms,
provisions and conditions set forth herein. (b) This Development Declaration shall continue in full force and effect
for a term of sixty (60) years from the date it is recorded in the Office of
the County Recorder of Orange County, California. (c) This Development Declaration shall, upon recordation in the Office of
the County Recorder of Orange County, California of a notice of termination
executed by Declarant, automatically terminate and be of no further force or
effect as to any portion of the Covered Property reacquired by Declarant (as to
which Declarant has not assigned its rights and obligations hereunder to a
Successor), whether by grant deed, lot line adjustment or otherwise, but the
Restrictions shall continue to apply as to the remainder of the Covered
Property. (d) In the event that any portion of the Benefitted Property is conveyed
by Declarant to a third party which acquires such portion, as a Developer, for
the purpose of developing it as a part of the Project (each parcel of the
Benefitted Property so transferred is hereinafter referred to as a Transferred
Parcel), the Restrictions shall continue to benefit such Transferred Parcel
unless the deed conveying the Transferred Parcel from Declarant to the
transferee or a separate recorded document executed by Declarant, with the
prior written approval of Buyer not unreasonably withheld, expressly states
that the benefits of the Restrictions do not run with the Transferred Parcel
(by specific reference to this Development Declaration). Any portion of the
Benefitted Property which is conveyed for other purposes shall not continue to
benefit from the Restrictions unless the deed or other instrument of conveyance
expressly so states. Any owner of any Transferred Parcel hereunder is referred
to herein as a Successor. Any merger of Declarant with or into another
entity or any acquisition of all or a portion of the stock or equity of
Declarant by a third party will not be deemed a transfer of the Benefitted
Property triggering the applicability of this Subsection 13(d). (e) Buyers reasonable approval with respect to the matters contained in
this Section 13 and in Section 7 (Amendments), hereof (for example, for the
purpose of making the Program compatible with the well abandonment and
accommodation program to be agreed to by Declarant in its transfers of its
interests in the Benefitted Property, from time-to-time, referenced in Section
4.6 of the Agreement), shall be given prior to the issuance of the last Final
Acceptance in the Program so long as any such conveyance of a Transferred
Parcel or amendment or modification does not (i) materially, adversely affect
Buyers existing Oil Operations, taking into L-35
    Table of Contents  account Buyers prior agreement to, and acceptance of, the Program and/or (ii)
cause a material diminution in Buyers bargained for exchange in the
Transaction, as evidenced in the Development Documents, including with
specificity, those matters set forth in the PAPA regarding the Program. Section 14. Notices. If to Nuevo: Nuevo Energy Company1021 Main, Suite 2100Houston, Texas 77002Attn:
    
    David A. LeachFax:
    
    (713) 374-4899Phone:
    
    (713) 374-4802Email:
    
    leachd@nuevoenergy.comandAttn:
Fax:
Phone:
Email:
    
    George B. Nilsen
(713) 374-4981
(713) 374-4973
nilseng@nuevoenergy.com
 Copy to: Ullom Associates16149 Redmond Way, Suite 401Redmond, Washington 98052Fax:
    
    (425) 836-2870Phone:
    
    (425) 836-2728Email:
    
    ullomjw@aol.comNossaman, Guthner, Knox & Elliott, LLP18101 Von Karman Avenue, Suite 1800Irvine, California 92612-1047Attn:
    
    William P. Tanner, IIIFax:
    
    (949) 833-7878Phone:
    
    (949) 833-7800Email:
    
    wtanner@nossaman.com
 L-36
    Table of Contents  If to Buyer: BlackSand Energy, Inc.
or
BlackSand Partners, L.P.
1801 Broadway, Suite 600
Denver, Colorado 80202Attn:
    
    Tim CollinsFax:
    
    (303) 296-0329Phone:
    
    (303) 296-1908Email:
    
    timdenver@aol.com
 Copy to: Kent G. Snyder, Esq.
2212 Dupont Drive, Suite B
Irvine, California 92612Fax:
    
    (949) 833-8209Phone:
    
    (949) 833-9078Email:
    
    ksnyder@winstarmail.com
 Notice may also be given by facsimile transmission (Fax) to any party
at the respective Fax number given above or by email, provided receipt of such
transmission shall be confirmed by follow-up notice within seventy-two (72)
hours by another method authorized above. Any party hereto may from time to
time, by written notice to the other, designate a different address which
shall be substituted for the one above specified. If any notice or other
document is sent by mail as aforesaid, the same shall be deemed served or
delivered seventy-two (72) hours after the mailing thereof as above provided.
Notice by any other method shall be deemed served or delivered upon actual
receipt at the address or Fax number listed above. Section 15. Effect of Declaration. This Development Declaration is made
solely for the purposes set forth herein and in the Development Documents.
Declarant makes no warranties or representations, express or implied, as to
the binding effect or enforceability of all or any portion of this Development
Declaration, or as to the compliance of any of these provisions with public
laws, ordinances and regulations applicable thereto. Section 16. Rights of Mortgagees. The breach of any Restrictions shall not
defeat, invalidate nor impair the obligation or priority of any mortgage or
deed of trust now or hereafter executed and constituting a lien upon the
Covered Property or any portion thereof, which is made in good faith and for
value; provided, however, that any party, including the holder or beneficiary
of the mortgage or deed of trust (except for Declarant), which acquires title
through private or judicial foreclosure, trustees sale or deed in lieu of
foreclosure (a Foreclosure-Purchaser) and all successors and assigns of such
Foreclosure- Purchaser shall take title subject to all of the Restrictions
contained in this Development Declaration. Such Foreclosure-Purchaser shall not
be liable for damages arising from the breach of any Restrictions performed or
which were to have been performed prior to the time such Foreclosure-Purchaser
acquires title to all or any portion of the Covered Property, and the
Foreclosure-Purchaser shall L-37
    Table of Contents  have until six (6) months after acquisition of title to all or a portion of
the Covered Property to correct any default under, or violation of a provision
of, the Development Documents. Section 17. Waiver of Jury Trial. As set forth in the Agreement,
Declarant and Buyer have each acknowledged that it has had the advice of
counsel of its choice with respect to rights to trial by jury under the
constitutions of the United States and the State of California. Both Declarant
and Buyer expressly and knowingly waive and release all such rights to trial

by jury in any action, proceeding or cross or counterclaim brought by either
party against the other on any matters arising out of or in any way connected
with this Development Declaration, the Development Documents, Buyers use or
development of the Covered Property and/or any claim for injury or damage. Section 18. No Agency or Partnership. 18.1 Buyer and Seller expressly acknowledge and agree that they are not
joint venturers, partners, or agents of each other and do not have fiduciary
duties with respect to one another, in any manner whatsoever, in the
acquisition or conveyance of the Property Interests or Oil Operations. Neither
anything in the Agreement or in any other Development Document, nor any
communication or other action between the parties relating to the Property
Interests or Oil Operations, is intended or shall be construed to create a
joint venture, partnership, agency or fiduciary relationship between Buyer and
Seller or their respective owners, regardless of any common identity of
ownership in Seller and Buyer. 18.2 The Agreement does not create any third party beneficiary status. Section 19. Assignment of Agreement. Subject to Section 26, either Seller
or Buyer may assign its rights and interests under the Agreement, with the
exception that Buyer may only assign the entire Agreement or effect the Sale or
Transfer of all of (or undivided interests in) the Property Interests, and,
Seller, without the written consent of Buyer, may not assign its rights under
Exhibit I with respect to the Program. In the event of any assignment
authorized by this Section 19, Seller and Buyer expressly agree that (a) any
such assignee shall assume in writing all of assignors obligations under the
Agreement which are the subject of the assignment, as more fully described in
Section 26, and (b) the assignor will reimburse the non-assigning party for all
reasonable costs and expenses it incurred in connection with any such
assignment including all reasonable attorneys fees and other costs incurred in
preparing and/or reviewing assignment documentation. ANY ATTEMPTED ASSIGNMENT MADE IN VIOLATION OF THIS SECTION SHALL BE VOID. Section 20. Stand Alone Insurance. 20.1 Policy Requirements. As a separate and distinct matter, not covered
by the insurance requirements assumed by Buyer and contained elsewhere in the
Agreement, Buyer shall obtain a single premium, ten-year term, stand-alone
environmental insurance policy (SA Insurance) to cover a portion of the risks
described in Section 3.5 hereof having a combined total limit of Twenty Million
Dollars ($20,000,000), with a self-insurance retention of Two Hundred Fifty
Thousand Dollars ($250,000); and, at least the following: L-38
    Table of Contents  (a) The insurance company is rated at least A- VIII in the latest Bests
Report; (b) Buyer, Seller and Developer (and all the Indemnitees) are Named
Insureds; (c) First party clean-up and third party claims, both on-site and off-
site, are covered on a claims made basis, to the extent occurrence based
insurance is not available in the marketplace; (d) Personal and bodily injury, property damage, health, nuisance (e.g., from odor) and diminished property value on and off the Property Interests are
covered; (e) Unknown (Unknown), pre-existing conditions are covered,
including underground storage tanks; (f) No third party claim is necessary to trigger coverage for
occurrences arising from Unknown, pre-existing conditions; and, defense and
indemnity is available therefor, including coverage for the assertions of
Governmental Agencies, any Developer and any Home Owners Association
(including internal costs, bonds to release liens and attachments, appeal
bonds, pre and post judgment interest); (g) There is no retroactive time limitation on coverage; (h) Cancellation may be effected only to the limited extent of specific
Named Insured non-compliance; and Buyer and Seller shall pay the premium for such policy at the time of
issuance, as follows: Seller
    
    
    50
    %Buyer
    
    
    50
    %
 To the extent any insurance payment under such a policy of SA Insurance
is applied to reduce any liability imposed as a result of such a risk (or
Buyers indemnity in Section 3.5), Buyers payment obligations pursuant to
Section 3.5 shall be reduced proportionately; provided however, that such SA
Insurance and/or payment shall not otherwise
dilute Buyers obligations under such Section 3.5, or the Indemnities specified
therein. 20.2 Documentation. Any person or entity that is obligated to perform
remediation work under the PAPA shall use commercially reasonable efforts to
obtain a No Further Action Letter or such other, comparable documentation from
the appropriate Governmental Agency as is necessary to avoid any exclusion for
known pollution conditions under the SA Insurance Policy. As soon as such
documentation is obtained, such person or entity shall promptly furnish same to
the insurer under the SA Insurance Policy. Section 21. Further Assurances and Cooperation. Each of the Parties
shall execute and deliver all additional papers, documents and other reasonable
assurances, and shall do all L-39
    Table of Contents  acts and things reasonably necessary in connection with the performance of its
obligations hereunder to carry out the intent of the Agreement, including
Sellers obligation to make the Contingent Payment as defined in Section 23,
and shall cooperate with the other Party after the Close, to ensure a smooth
transition from Seller to Buyer regarding the ownership, possession and use of
the Property Interests and for Oil Operations, including without limitation,
the following: (a) Buyer shall provide access and make available to Seller,
during normal business hours, upon forty-eight (48) hours notice, for copying
of the Knowledge, but only including financial and accounting documents and
information relating to Sellers prior ownership, use and possession of the
Property Interests and Oil Operations, among other things, in order to (i)
submit any reports to or filings with any Governmental Agency (including
taxing authorities), (ii) wind up its business activities with respect to the
Property Interests and Oil Operations and (iii) continue its general,
corporate operations in the ordinary course of its business, and (b) Seller
shall provide reasonable assistance to Buyer in assuming the Oil Operations,
without however, being required to spend money, participate in any formal
controversy including litigation or arbitration or spend excessive employee or
consultant time and effort in so doing. Section 22. Continuing Seller Interests. To ensure the performance by
Buyer (and its successors and assigns to all or an undivided interest in the
Property Interests), of its obligations under the Agreement, any Sale or
Transfer (including hypothecation) of all or a portion of the Property
Interests or recording of claims against the Property Interests shall be made
expressly subject to the rights of Seller under the Agreement, including the
Development Declaration. THIS PROVISION SHALL BE INCLUDED IN THE GRANT DEED
AND ANY SUBSEQUENT DEED OR CONVEYANCING INSTRUMENT FOR ANY OF THE PROPERTY
INTERESTS, IN PERPETUITY. Section 23. Unocal Asset Purchase Agreement. With the exception of the
payment of the Contingent Payment to Unocal as set forth below, Buyer hereby
accepts and assumes all of Sellers rights, duties and obligations, of every
nature and type whatsoever, under, in or relating to the Unocal Asset Purchase
Agreement to the extent they relate to the Property Interests. The obligation
to pay to Unocal the Contingent Payment (referenced and defined at Section
2.1 of the Unocal Asset Purchase Agreement) is specifically retained by Seller;
provided, however, that Buyer hereby covenants and agrees to provide necessary
information to Seller in a timely fashion so that it may calculate the amount
of the Contingent Payment. The information to be provided to Seller shall
consist of and shall be submitted as follows: (a) The information is set forth in Section 2.1 of the Unocal Asset
Purchase Agreement and shall be calculated based upon data from the Brea Olinda field
only. (b) The information shall relate to the following calendar years: 2003
and 2004. Buyer shall provide such information to Seller, within ten (10) days
of a written request therefor. Furthermore, within two (2) days of a Seller
request, Buyer shall make its relevant records available for inspection by
Seller during normal business hours at Buyers office. The matters contained
in the preceding sentence are in addition to, and not in limitation of, the
provisions of Section 21. Section 24. Unavoidable Delay. Any prevention, delay or stoppage in the
completion of Declarants or Buyers Improvements as defined in Exhibit I
caused by Force Majeure as L-40
    Table of Contents  defined therein in Section 2.1.8.1 or by acts of God, war, riot, civil
insurrection, inability to obtain labor or materials or reasonable substitutes
therefor, or other similar matters or causes beyond the reasonable control of
the responsible party (Unavoidable Delay) shall extend the time within which
the Development Documents require certain acts to be performed for a period or
periods equal to any period of such Unavoidable Delay, but not to exceed in
the aggregate eighteen (18) months; provided, however, that nothing in this
Section shall excuse the performance of any act rendered difficult solely
because of the financial condition of a party. Furthermore, in no event shall
any extension of any period of time be deemed to have occurred unless a party
shall have given written notice to the other within fifteen (15) days
following the commencement of any such delay, setting forth the facts giving
rise to such extension. Section 25. Waiver. Release, and Indemnities: Limitations Under the PAPA.
The waiver, release and indemnities given by Buyer herein with respect to
Losses and Environmental Losses are subject to any contrary provisions
regarding Seller Work to be performed under the PAPA (but as also limited by
such contrary provisions). The provisions of the PAPA shall prevail in the
event of any conflict between that agreement and the indemnity provisions in
Section 3.5 of the Agreement. Section 26. Notice on Approved Transfer . Buyer shall notify Seller in
writing ten (10) days prior to any Transfer permitted by Section 19 hereof, by
(a) identifying the transferee; (b) specifying its relation to Buyer and/or
Buyers parent or related entity and Buyers ownership interest therein; if
any, and (c) by providing Seller with such Transferees written Assumption of
Obligations (in the form attached to the Agreement as Exhibit J) of all
Buyers obligations hereunder relating to the portion of the Property
Interests being transferred. Section 27. Assumption of Obligations. The undersigned acknowledge and
agree that they have received valuable consideration for executing the
Assumption of Obligations and assuming all the obligations of Buyer under the
Agreement (including specifically without limitation those obligations in
Sections 3.2, 3.4, 3.5, 3.7, 5.28 and 5.29 thereof) as the beneficiary of (a)
the further transfer of Property Interests, (b) the assignment provisions in

Section 19 and (c) otherwise in connection with the recitals, covenants and
promises between Seller and Buyer in the Agreement, and in exchange therefor,
hereby assume, in addition to and not in lieu of the assumption by Buyer of
all its duties and obligations under the Agreement, all of Buyers duties and
obligations under the Agreement; provided, however, that each of the
undersigneds potential liability to Seller pursuant to the Assumption of
Obligations shall be limited, to the value and extent of the Property
Interests held by such undersigned entity, except to the extent of any
insurance, surety or other third party proceeds, contributions and/or
liability from which they may benefit relating thereto and which they hereby
agree to pursue in each instance with best efforts on behalf of Seller. This assumption of obligations shall not apply to an undersigned which
does not actually come into possession of any Property Interests; however, the
assumption shall specifically apply to any successor in interest, assignee, or
grantee. To the extent an undersigned conveys or assigns any of its prospective
or actual interests or rights in or to the Property Interests, the undersigned
shall require any such successor in interest or assignee to agree in writing to
the assumptions of obligations set forth herein. L-41
    Table of Contents  Without in any way limiting the effect of the Indemnity Sections or of
any other obligation, liability, responsibility or indemnity of Buyer under
the Agreement, the following shall apply with respect to the Assumption of
Obligations by the undersigned (jointly and severally, Undersigned)
regarding the Indemnities of Buyer in favor of Seller against Losses in
Section 3.5 of the Agreement (Release and Indemnity Section): (1) In the event of any mediation, arbitration, reference proceeding,
litigation or any other dispute resolution method, procedure and/or endeavor
(Indemnity Controversy) for which defense and indemnity may be claimed by
Seller against Buyer, Seller may demand defense and indemnity from any or all
of the Undersigned, at Sellers sole discretion. Upon such demand, the
Undersigned to whom such demand is made shall immediately tender to Seller
defense and indemnity pursuant to the terms of the Agreement. (2) In any Indemnity Controversy, Buyer and/or any or all of the
Undersigned may make a written request of any trier of fact (Trier) therein
for a specific, special finding (Finding) that any liability of Seller for
which defense and indemnity applies under the Agreement shall be identified and
allocated in whole or in part by such Trier, in its sole discretion, to all or
any of the Undersigned and Buyer. For purposes of the Assumption of
Obligations, a Finding does not occur and is not effective until there is a
final judgment or other final, non-appealable resolution of the dispute
concerning the Allocation. (3) In the event a Finding is made pursuant to the Assumption of
Obligations, Buyer and the Undersigned shall have the responsibility to Seller,
from the date of the Finding forward, for only their portion of the Allocation.
In the absence of a Finding or prior to the effectiveness of a Finding, Buyer
and the Undersigned shall be jointly and severally responsible for the full
amount of liability of Seller for which defense and indemnity applies under the
Agreement. In no event shall Buyer or the Undersigned have the right to recover
from Seller any defense and/or indemnity payments made to Seller under the
Assumption of Obligations or the Agreement. To the extent any disputes arise between or among Buyer, the Undersigned,
or any of them, regarding the matters described in the Assumption of
Obligations, Buyer and the Undersigned shall resolve such disputes among
themselves. Any such disputes shall not be a matter for which Seller shall be
concerned or in which Seller shall be a party or participant, or have any
liability whatsoever. IN WITNESS WHEREOF, Declarant has executed this instrument the day and
year first hereinabove written. NUEVO ENERGY COMPANY, a Delaware
corporationBy:George B. NilsenTitle: Senior Vice President
 L-42
    Table of Contents  BLACKSAND PARTNERS, L.P., a Texas limited
partnershipBy:
    BLACKSAND ENERGY, INC., a Delaware corporationTitle:
    General PartnerBy:Timothy CollinsTitle:

    President
 L-43
    Table of Contents  State of California
    
    
    ))County of Orange
    
    
    )
 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 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. Signature
 State of California
    
    
    ))County of Orange
    
    
    )
 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 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. Signature
 L-44
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 1 LEGAL DESCRIPTION OF THE LAND
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 2 LEGAL DESCRIPTION OF THE COVERED PROPERTY (MINERALS)
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 3 LEGAL DESCRIPTION OF THE
BENEFITTED PROPERTY
(SURFACE FEE INTEREST IN THE LAND)
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 4 TPEL
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 1 LEGAL DESCRIPTION OF THE
LAND
    Table of Contents  THOSE PORTIONS OF SECTIONS 1 AND 12. TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOOTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST
62.67 CHAINS TO A 2'' X
4'' POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2'' X 4'' POST MARKED 20.60. IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4'' X 4'' POST IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 20.00
CHAINS TO A 2'' X 4'' POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2'' X 4'' POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2'' X 4'' POST IN MOUND WITH PITS; THENCE NORTH 89°
45'' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITS UPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL COMPANY
OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10, 1905 IN BOOK
120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5
    Table of Contents  1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS: BEGINNINGAT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24''
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16'' EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11'' EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49'' EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11'' WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49'' WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50'' WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11'' WEST 529.60 FEET TO A 2'' X 2'' STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16''
WEST, 380.00 FEET TO A 2'' X 2'' STAKE; THENCE NORTH 4° 11' 44'' EAST
1750.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 85° 48' 16'' EAST 380.00
FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 4° 11' 44'' WEST 1750.00 FEET TO A
2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. Page 2 of 5
    Table of Contents  ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO THE
CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18" E 381.48'  ON
SAID RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE
EASTERLY BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49'' EAST 43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH l0°42'00'' EAST 141.00 FEET
THENCE NORTH 15°02'00'' EAST 103.00 FEET
THENCE NORTH 26°29'00'' EAST 105.00 FEET Page 3 of 5
    Table of Contents  THENCE NORTH 46°26'07'' WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS 
N10°33'18'' E 381.48' ; THENCE
SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18'' E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49'' EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°42'00'' EAST 141.00 FEET
THENCE NORTH 15°02'00'' EAST 103.00 FEET
THENCE NORTH 26°29'00'' EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18'' E
381.48' ; THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50'' WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5
    Table of Contents  THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING MONUMENTED
BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11'' WEST 529.60 FEET
TO A 2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION;
THENCE NORTH 85° 48' 16'' WEST, 380.00 FEET TO A 2'' X 2'' STAKE; THENCE NORTH
4° 11' 44'' EAST 1750.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 85° 48' 16''
EAST 380.00 FEET TO A 2'' X 2'' STAKE; THENCE SOUTH 4° 11' 44'' WEST 1750.00
FEET TO A 2'' X 2'' STAKE AND THE TRUE POINT OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT  Al
SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (SEAL)
    
    PREPARED BY: THE KEITH COMPANIES UNDER
THE DIRECTION OF:-s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT P.L.S. 7297
MY LICENSE EXPIRES 12/31/2004January 31, 2003JN: 13207.00
 Page 5 of 5
    Table of Contents  ATTACHMENT 2 TO EXHIBIT L (Description of Covered Property/Minerals) The following described real property situated in the County of Orange, State
of California (Property):  A.
    
    SCHEDULE 1 (Property Minerals):Any and all oil, oil rights, minerals, mineral rights, natural
gas rights and other hydrocarbons by whatsoever name known,
geothermal steam and all products derived from any of the
foregoing (hereinafter collectively referred to as, the
Minerals) described in Schedule No. 1 (Property Minerals),
attached hereto and incorporated herein by this reference;
together with the perpetual right, as limited herein, of
drilling, exploring and operating thereof and storing in and
removing the same;EXCEPTING AND RESERVING, the Minerals lying from the surface to
five hundred feet (500) below the surface of the Property
Minerals and Buyer shall have no rights to drill for, explore,
operate, store or remove the Minerals from said reserved
interval. Provided, however, Buyer shall have the right of
subsurface entry through said interval to explore, operate, store
or remove the Minerals lying below five hundred feet (500) from
the surface of the Property Minerals;SUBJECT TO those certain conditions and restrictions for surface
use set forth in the Environmental Impact Report No. 518, SCH No.
2001031137 for the Tonner Hills Planned Community, dated April
2002, approved by the Board of Supervisors for Orange County,
California as the lead agency on November 19, 2002; Planned
Community ZC-01; Development Agreement 2001-01; Tonner Hills Area
Plan; and that certain Biological Opinion dated December 30,
2002, as used by the U.S. Army Corps of Engineers in its Section
404 Permit. The foregoing documents, inclusive of any amendments
thereto, are collectively referred to herein as the Project;
and subject to that certain oil and gas lease titled Indenture
dated February 26, 1901, as amended, by and between Union Oil
Company of California and Columbia Oil Producing Company;IT IS FURTHER PROVIDED, THAT Buyer shall limit its operations
within Planning Areas Number 1 through 8 (as the same is defined
and described in the Project) to be in accordance with the Project
and the provisions of that certain Payment and Performance
Agreement of even date herewith by and between Seller and Buyer.
In said Payment and Performance Agreement, 1
    Table of Contents  Buyers producing operations in the aforedescribed Planning Areas shall
be limited to the following existing wells, to wit: East Naranjal Wells
Numbered 26, 46, 79, 89, 90, 147, 148, 150, 151, 153, 221, 232, 285,
288, 292, 294, 217 RD2, 247, 87, 180, 211, 230, 259, 276, 281 and 293.B.
    
    SCHEDULE 2 (Adjacent Minerals):All Minerals described in Schedule No. 2 (Adjacent Minerals),
attached hereto and incorporated herein by this reference;EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate on the surface or through the upper five hundred feet (500) of
the subsurface of the property described on Attachment 2:SUBJECT TO, the provisions and conditions set forth on that certain
Grant Deed dated October 3, 2001 by and between Seller and Brea Walden,
LLC, recorded on October 9, 2001 as Instrument No. 20010710856 in the
Official Records of Orange County, California.C.
    
    SCHEDULE 3 (District Minerals):All Minerals described in Schedule No. 3 (District Minerals),
attached hereto and incorporated herein by this reference;EXCEPTING THEREFROM, the right to drill, mine, store, explore or
operate through the surface or the upper 500 feet of the subsurface of
the property described in Attachment 3;SUBJECT TO, the provisions and conditions set forth in that certain
Gift Deed dated January 30, 2003, by and between Seller and Brea-Olinda
Unified School District and recorded on February 25, 2003, as
Instrument No. 2003000207265 in the Official Records of Orange County,
California.D.
    
    SCHEDULE 4 (Other Minerals):All Minerals lying below the surface of the real property described in
Schedule No. 4 (Other Minerals), attached hereto and incorporated
herein by this reference. 2
    Table of Contents  SCHEDULE NO. 1
TO
ATTACHMENT 2
LEGAL DESCRIPTION OF PROPERTY MINERALS 1
    Table of Contents  SCHEDULE 1 THOSE PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40, RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133. PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE. ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2" X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 89°
EAST 20.00 CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45'
WEST 20.00 CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE
NORTH 88° 39" EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS;
THENCE SOUTH 0° 30" EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS;
THENCE NORTH 89° 45" EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND
WITH PITS UPON THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA;
THENCE ALONG SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL
COMPANY OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10,
1905 IN BOOK 120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5
    Table of Contents  1051, PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899.
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44. PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 48' 11" WEST 529.60 FEET TO A 2" X 2" STAKE AND THE
TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48' 16"
WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2" X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716. PAGE 437 OF OFFICIAL RECORDS. IN THE OFFICE OF SAID COUNTY
RECORDER. Page 2 of 5
    Table of Contents  ALSO EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO
THE CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL
MAP NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4
INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579. PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214. PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5
    Table of Contents  THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OP PARCEL MAP-NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS 
N10°33'18"E 381.48' ; THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET
TO THE TRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18" E 381.48  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18"E
381.48' ; THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33' 18" WEST 381.48
FEET TO THE TRUE POINT OP BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5
    Table of Contents  THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° .48' 11"
WEST 529.60 FEET TO A 2" X 2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" X 2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" X 2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" X 2" STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" X 2" STAKE AND THE TRUE POINT
OF BEGINNING. THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002. EXHIBIT  A1 SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (SEAL)
    
    PREPARED BY: THE KEITH COMPANIES UNDER
THE DIRECTION OF:(-s- KATHLEEN SUSAN TETREAULT)KATHLEEN SUSAN TETREAULT P.L.S.7297 MY
LICENSE EXPIRES 12/31/2004January 31, 2003
JN: 13207.00
 Page 5 of 5
    Table of Contents  SCHEDULE NO. 2
TO
ATTACHMENT 2 LEGAL DESCRIPTION OF ADJACENT MINERALS 1
    Table of Contents  SCHEDULE 2 Description of Adjacent Interests All of that real property, and all real property rights and interests,
described in those certain Exceptions and Reservations unto Grantor, Paragraphs
A through E, appearing on pages 1 and 2 of, and in all the Attachments to, the
grant deed (Walden Deed) from Grantor to BREA WALDEN, LLC, a California
limited liability company, as grantee, dated October 3, 2001, and recorded in
the Official Records of Orange County, California on October 9, 2001 as
Instrument No. 20010710856. A conformed copy of the Walden Deed is appended
hereto for convenience only, as Attachment 1 to Schedule 2. Attachment 2
    Table of Contents  ATTACHMENT 1 TO SCHEDULE 2 Schedule 1 to Attachment 2
    Table of Contents  GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
NUEVO ENERGY COMPANY, a Delaware corporation (Grantor), hereby grants to
BREA WALDEN, LLC, a California limited liability company (Grantee), the
following described real property (Land or Property) in the County of
Orange, State of California: See Attachment No. 1 which is incorporated herein by this reference. EXCEPTING AND RESERVING UNTO GRANTOR, its successors and assigns
together with the right to grant and transfer all or a portion of the same,
as follows: A. All oil, oil rights, minerals, mineral rights, natural gas
rights and other hydrocarbons, of every type and nature, by whatsoever name
known, geothermal steam and all products derived from any of the foregoing,
that may be within or under the Land, together with the perpetual right of
drilling, mining, exploring and operating therefor and producing, storing in,
injecting water, gases and/or other substances (for secondary and/or tertiary
recovery operations) into, or to use other techniques, whether now known or
unknown, and removing, taking, treating and selling the same from said Land
or any other land (including the Adjacent Parcel, as shown on Attachment
2), and including the right to whipstock or directionally drill and mine
from lands other than the Land (including the Adjacent Parcel, as shown on
Attachment 2), oil or gas wells, mines, tunnels and shafts into, through or
across the subsurface of the Land, and to bottom such whipstocked or
directionally drilled wells, mines, tunnels and shafts under and beneath or
beyond the exterior limits thereof, and to relocate, replace, redrill,
retunnel, work, rework, complete, recomplete, equip, maintain, repair,
remove, change the size of, increase the number of, deepen and operate any
such wells or mines; but, except as set forth id C, D and E below, without
the 1
    Table of Contents  right to drill, mine, store, explore or operate through the surface or the
upper 500 feet of the subsurface of the Land. B. Any and all water, water rights or interests therein appurtenant or
relating to the Land or owned or used by Grantor in connection with or with respect
to the Land (no matter how acquired by Grantor), whether such water rights shall be riparian,
overlying, appropriative, littoral, percolating, prescriptive,
adjudicated, statutory, contractual or otherwise derived, together with
the right and power to explore, drill, redrill, remove and store the same
from or in the Land or to divert or otherwise utilize such water, rights or interests on any
other property owned or leased by Grantor; but without, however any right to enter upon the surface
of the Land in the exercise of such rights. C. An exclusive, subsurface easement and nonexclusive surface easement
(Corridor Easement) on, over and under the Land for ingress, egress and access to
and from, and the construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses (collectively, uses) of (a) electric, gas, telephone, water,
sewer, drainage, and all other wet and dry utilities, (b) cable television and other telecommunications
and/or data transmission lines and facilities, and (c) pipelines and other uses and facilities in
connection with its operating/non-operating oil and gas wells and mines and other development of the
adjacent parcel (Adjacent Parcel) as a master-planned community (the location of the Corridor
Easement and a description of the Adjacent Parcel are shown on Attachment 2); provided that the
construction and installation of such facilities shall not unreasonably interfere with
Grantees development of the Land, and after Mass Grading thereof has been completed, Grantor shall
repair any damage to the surface of the Land caused by its activity thereon; and provided further
that Grantee shall construct and maintain landscaping on and over the surface of the Corridor
Easement compatible with its development of the Land and Grantors development of the Adjacent
Parcel. D. A non-exclusive easement (Street Easement) on, over and under
the streets on the Land for ingress; egress and access to and from, and the
construction, installation, maintenance, replacement, repair, removal,
reconstruction and other uses of (a) electric, gas, telephone, water, sewer,
drainage, and all other wet and dry utilities, (b) cable television and
other telecommunications and/or data transmission lines and facilities, and
(c) pipelines and other facilities in connection with its
operating/non-operating oil and gas wells and mines and other development of
the Adjacent Parcel as a master-planned community (the location of the
Street Easement is shown on Attachment 2); provided that the use of such
facilities shall not unreasonably interfere with Grantees development of
the Land, and after Mass Grading thereof has been completed, Grantor shall
repair any damage to the Streets and surface of the Land caused by its
activity thereon. E. A non-exclusive easement on, over and under the Land for drainage
purposes from the Adjacent Parcel, as shown on Attachment 3, as well as
the right to connect to and discharge and drain through, any water, sewer
and other facilities constructed by Grantee on, over and under the Land. 2
    Table of Contents  All defined terms in the Agreement and other Development Documents referenced
therein are incorporated herein by this reference. The provisions of this
Grant Deed shall prevail in the event of a conflict with the provisions of any
other Development Document. SUBJECT TO: 1. General and special real property taxes and assessments and
supplemental assessments, if any, which are not delinquent. 2. That certain Agreement between Adjacent Landowners, dated October 9,
2001, between Grantor and Grantee, regarding the construction and location of
slopes and the disposition and use of export spoils, recorded concurrently
herewith. 3. That certain Temporary Easement and Transfer Agreement between Grantor
and Brea Olinda Venture, LLC, dated June 6, 2001, whether a matter of record or
not. 4. All other covenants, conditions, restrictions, reservations, rights,
rights-of-way, dedications, offers of dedication, easements and other
matters of record or apparent. IN WITNESS WHEREOF, Grantor has executed this Grant Deed on the day and
year hereafter written. Dated: October 3, 2001
    
    NUEVO ENERGY COMPANY, a Delaware corporationBy:
    
    -s- MIKE DARDEN
MIKE DARDENTitle:
    
    VICE PRESIDENTBy:
    
    -s- DAVID A. LEACH
DAVID A. LEACHTitle:
    
    ASST. SECRETARY
                Grantor
 3
    Table of Contents  ACCEPTANCE: Grantee hereby accepts this Grant Deed on the terms and conditions
herein stated. Dated: October 3, 2001
    
    BREA WALDEN, LLC, a California limited
liability companyBy:
    
    HOVER DEVELOPMENT COMPANY, INC., a
California corporation, its sole
managing member
 By:
    
    -s- Tom Hover
Tom Hover, PresidentBy:Its:
    
    Grantee
 4
    Table of Contents  State of Texas
    
    ))County of Harris
    
    )
 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. Signature
 State of Texas
    
    ))County of Harris
    
    )
 On October 4, 2001 before me, Judy Vidrine, personally appeared
Mike Darden and David A. Leach, personally known
to me to be the person(s) whose name(s) are subscribed to the within
instrument and acknowledged to me that they executed the same in 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. Signature
    
    /s/ Judy Vidrine
    Table of Contents  State of California
    
    ))County of Orange
    
    )
 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. Signature
 State of California
    
    ))County of Orange
    
    )
 On
October 3, 2001 before me, Donna Fritz, personally appeared [ILLEGIBLE], personally known
to me to be the person whose name subscribed to the within instrument and
acknowledged to me that he executed same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature
    
    [ILLEGIBLE]
    Table of Contents  ATTACHMENT NO. 1 TO GRANT DEED LEGAL DESCRIPTION OF LAND
    Table of Contents  Preliminary Report
    
    OR-2126186TITLE OFFICER- RONALD I. GOMEZ
 DESCRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY
OF ORANGE, CITY OF BREA, AND IS DESCRIBED AS FOLLOWS: PARCEL 2AS SHOWN ON EXHIBIT B OF LOT LINE ADJUSTMENT LL-2000-054
RECORDED ON AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA.
    Table of Contents  (LOT LINE ADJUSTMENT MAP)
    Table of Contents  ATTACHMENT NO. 2 TO GRANT DEED CORRIDOR EASEMENT STREET EASEMENT ADJACENT PARCEL
    Table of Contents  CORRIDOR EASEMENT (Metes and Bounds Description Of Easement Area)
    Table of Contents  (GRANT DEED MAP)
    Table of Contents  ATTACHMENT 2
TENTATIVE TRACT NO. 16047
LOTS A & F THOSE PORTIONS OF THE SOUTHEAST QUARTER OF SECTION 7, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE CITY OF BREA, STATE OF CALIFORNIA AS SHOWN ON RECORD
OF SURVEY NO. 91-1007 FILED IN BOOK 133 PAGES 41 THROUGH 46 INCLUSIVE OF
RECORDS OF SURVEY IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. ALSO
DESCRIBED AS A PORTION OF THE LAND DESCRIBED IN A, BILL OF SALE AND ASSIGNMENT,
RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928 OF OFFICIAL RECORDS, IN
THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL A (TENTATIVE TRACT NO. 16047 LOT F) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF
SECTION 7; THENCE ALONG THE EASTERLY
LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH 00°
10'32"
 WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE
CITY OF BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45
RECORDED JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE
OFFICE OF SAID COUNTY RECORDER; THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION
NORTH 89°53'53"W 466.40
FEET TO THE POINT OF BEGINNING; THENCE SOUTH 6.05 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE
SOUTHERLY, AND HAVING A RADIUS OF 45.00 FEET, A RADIAL LINE THROUGH SAID
POINT BEARS NORTH 00° 50'30" WEST, SAID POINT BEING ON THE
RIGHT-OF-WAY OF PROPOSED STREET A; THENCE WESTERLY ALONG SAID CURVE AND RIGHT-OF-WAY 26.65 FEET THROUGH A
CENTRAL ANGLE OF 33°55'2"; THENCE NORTH 14.12 FEET TO SAID NORTHERLY LINE; THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53' 53" EAST 25.00 FEET TO THE
POINT OF BEGINNING. PARCEL B (TENTATIVE TRACT NO. 16047 LOT A ) COMMENCING AT THE NORTHEAST CORNER OF SAID SOUTHEAST QUARTER OF SECTION
7; THENCE ALONG THE EASTERLY LINE OF SAID SOUTHEAST QUARTER OF SECTION 7 SOUTH
00°10'32" WEST 543.66 FEET TO A POINT ON THE NORTHERLY LINE OF THE
CITY OF BREA ANNEXATION NO. 3-76, AS DESCRIBED IN RESOLUTION NO. 77-45
RECORDED
    Table of Contents  JUNE 28, 1977, IN BOOK 12265, PAGE 1781 OF OFFICIAL RECORDS IN THE OFFICE OF
SAID COUNTY RECORDER; THENCE ALONG SAID NORTHERLY LINE OF SAID ANNEXATION
NORTH 89° 53' 53"W
723.50 FEET TO THE POINT OF BEGINNING: THENCE SOUTH 07°50'05" EAST 87.46 FEET TO A POINT ON THE RIGHT-OF-WAY
OF PROPOSED STREET A; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 81°51'01" WEST 25.00
FEET; THENCE NORTH 07°50'05" WEST 91.09 FEET TO SAID
NORTHERLY LINE; THENCE ALONG SAID NORTHERLY LINE SOUTH 89°53'53" EAST 25.24 FEET TO THE
POINT OF BEGINNING. ALSO AS SHOWN ON EXHIBIT B, ATTACHED HERETO AND BY THIS REFERENCE MADE A
PART HEREOF. THIS DESCRIPTION HAS BEEN PREPARED FOR LAND OWNER AGREEMENT PURPOSES AND MAY
NOT BE USED FOR THE CONVEYANCE, FINANCING OR LEASING OF LAND, EXCEPT AS
PROVIDED FOR IN LOCAL ORDINANCE AND THE SUBDIVISION MAP ACT, A DIVISION OF THE
GOVERNMENT CODE OF THE STATE OF CALIFORNIA SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY.
    Table of Contents  STREET EASEMENT (Current depiction of Streets,
to be automatically replaced
by the recorded version
of TTM 16047, showing
the final alignment
and location thereof and
connection points to the
Corridor Easement)
    Table of Contents  (MAP)
    Table of Contents  (MAP)
    Table of Contents  (MAP)
    Table of Contents  SCHEDULE NO. 3
TO
ATTACHMENT 2 LEGAL DESCRIPTION OF DISTRICT MINERALS 1
    Table of Contents   SCHEDULE 3 THAT PORTION OF PARCEL 1 OF LOT LINE ADJUSTMENT NO. LL 2000-054, IN THE
UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED
AUGUST 13, 2001, AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, ALSO AS
SHOWN ON RECORD OF SURVEY NO. 2001-1007 FILED IN BOOK 187, PAGES 02 THROUGH 07
INCLUSIVE OF RECORDS OF SURVEY, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP NO.
86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE
OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE SOUTHERLY TERMINUS OF A
COURSE SHOWN AS  N 10°33'18" E 381.48'  ON SAID RECORD OF SURVEY NO.
2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY BOUNDARY OF SAID PARCEL 1 OF
PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST 43.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH
10°42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET THENCE NORTH 26°29'00" EAST 105.00 FEET THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY BOUNDARY
OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE NORTHERLY
TERMINUS OF SAID COURSE SHOWN AS  N10°33'18" E 381.48' ; THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°33'18" WEST 381.48 FEET TO THE
TRUE POINT OF BEGINNING. CONTAINING 0.425 ACRES, MORE OR LESS. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. (SEAL)
    
    PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:-s- KATHLEEN SUSAN TETREAULTKATHLEEN SUSAN TETREAULT P.L.S.
7297 MY LICENSE EXPIRES 12/31/2004November 04, 2002
JN: 13207.00.034
    Table of Contents  (MAP)
    Table of Contents  SCHEDULE NO. 4
TO
ATTACHMENT 2 LEGAL DESCRIPTION OF OTHER MINERALS 1
    Table of Contents  SCHEDULE 4 Property Name:
    
    BREA RESIDENTIAL LOTS MINERAL FEENuevo Property #:
    
    CA12096
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds. Property Name:
    
    HOLE MINERAL FEENuevo Property #:
    
    CA12451
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 8/1/10, from J.S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10, in
Book 194, Page 55, of Deeds; EXCEPTING THEREFROM, any portions of such real
property which is located in Section 22, Section 23, Section 24, or the South
Half of Section 14, Township 3 South, Range 10 West, S.B.B.&M. All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Quitclaim Deed dated 4/29/46, between David R.
Wagner, as Grantor, and Union Oil Company of California, as Grantee, recorded
4/30/46 in Book 1332 at Page 421 of Official Records; EXCEPTING THEREFROM, any
portions of such real property which is located in Section 22, Section 23,
Section 24, or the South Half of Section 14, Township 3 South, Range 10 West,
S.B.B.&M. Property Name:
    
    SIEVERS (J.) MINERAL FEENuevo Property #:
    
    CA12097
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Grant Deed dated 11/30/26, from John D. Sievers, as
Grantor, to Union Oil Company of California, as Grantee, recorded 12/9/26 in
Book 690 at Page 149 of Deeds. 1
    Table of Contents  Property Name:
    
    TOWNSEND & DAMON MINERAL FEENuevo Property #:
    
    CA12445
 All oil, gas and other hydrocarbon substances and minerals on, in, under and
that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company
of California in that certain Indenture dated 8/1/10, from J. S. Torrance, as
Grantor, to Union Oil Company of California, as Grantee, recorded 10/25/10 in
Book 194 at Page 55 of Deeds. Property Name:
    
    NARANJAL MINERAL FEE A & BNuevo Property #:
    
    CA12453
 All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real
property which was granted, quitclaimed, assigned or conveyed to Union Oil
Company of California in that certain Indenture dated 3/24/10 from Steams
Ranches Company, as Grantor, to Union Oil Company of California, as Grantee,
recorded 4/22/21 in Book 385 at Page 394 of Deeds Orange County and recorded
on 5/25/21 in Book 211, Page 268 Official Records Los Angeles County;
EXCEPTING THEREFROM that portion described as follows: That portion of the Northerly one-half of Section 2, Township 3
South, Range 10 West, in the Rancho San Juan Cajon de Santa Ana, in
the unincorporated territory of the County of Orange, State of
California, as shown on the Map recorded in Book 51, Page 7 of
Miscellaneous Maps in the Office of the County Recorded, described as
follows: Beginning at the Southeasterly corner of Tract No. 12743, recorded in
Book 585, Pages 39 through 44 of Miscellaneous Maps in the Office of
said county recorder; thence along the Easterly line of said Tract No.
12743, North l°31'03" West 1099.63 feet to the Northeasterly corner of
said Tract No. 12743, said corner also being the beginning of a
non-tangent curve, concave Northeasterly having a radius of 795.00
feet, a radial line to said point bears South 4°39'12" East; thence
Northwesterly 484.67 feet along said curve and the Northerly line of
said Tract No. 12743, through a central angle of 34°55' 49"; thence
North 59°43' 23" West 104.97 feet along said Northerly line to an
angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a
radius of 1450.00 feet, a radial line to said point bears North
59°31'24" West; thence Northeasterly 54.73 feet along said
Northeasterly line through a central angle of 2° 09' 15"; thence along
said Northeasterly line North 57°22' 09" West 50.00 feet to the most
Northerly corner of said Tract No. 12743, said corner also the
beginning of a non-tangent curve, concave Southeasterly having a
radius of 1500.00 feet, a radial line to said point bears North 57°22'
09" West; thence leaving said Northeasterly 2
    Table of Contents  line and following along the Easterly line of future Tract No. 13728, the
following courses: Northeasterly 390.15 feet along said curve through a central angle of
14°54'09" to the beginning of a reverse curve, concave Northwesterly having a
radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86o40'00" West 66.00 feet, and North
13°00'22" East 215.00 feet to the Northerly line of said Rancho San Juan
Cajon de Santa Ana as shown on Record of Survey no. 88-1035, filed in Book
119, Pages 33 and 34 in the Office of the County Recorder, thence South
76o59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said deed;
thence South 88°31'06" West 961.07 feet along the Northerly line of the South
one-half of said Section 2 to the Point of Beginning. All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced, and saved from that certain real property
which was granted, quitclaimed, assigned or conveyed to Union Oil Company of
California in that certain Indenture dated 5/17/27 between Stearns Ranchos
Company and Union Oil Company of California, recorded 5/25/27 in Book 47 at
Page 363 Official Records; EXCEPTING THEREFROM that portion described as
follows: That portion of the Northerly one-half of Section 2, Township 3 South, Range
10 West, in the Rancho San Juan Cajon de Santa Ana, in the unincorporated
territory of the County of Orange, State of California, as shown on the Map
recorded in Book 51, Page 7 of Miscellaneous Maps in the Office of the County
Recorded, described as follows: Beginning at the Southeasterly corner of Tract No. 12743, recorded in Book 585,
Pages 39 through 44 of the Miscellaneous Maps in the Office of said county
recorder; thence along the Easterly line of said Tract No. 12743, North
1°31'03" West 1099.63 feet to the Northeasterly corner of said Tract No. 12743,
said corner also being the beginning of a non-tangent curve, concave
Northeasterly having a radius of 795.00 feet, a radial line to said point
bears South 4°39'12" East; thence Northwesterly 484.67 feet along said curve
and the Northerly line of said Tract No. 12743, through a central angle of
34°55'49"; thence North 59°43'23" West 104.97 feet along said Northerly line
to an angle point in said Northeasterly line, said angle point being the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1450.00 feet, a radial line to said point bears North 59°31'24" West; thence
Northeasterly 54.73 feet along said Northeasterly line through a central angle
of 2°09'15"; thence along said Northeasterly line North 57°22'09" West 50.00
feet to the most Northerly corner of said Tract No. 12743, said corner also the
beginning of a non-tangent curve, concave Southeasterly having a radius of
1500.00 feet, a radial line to said point bears North 57°22'09" West; thence
leaving said Northeasterly 3
    Table of Contents  line and following along the Easterly line of future Tract No. 13728, the
following courses: Northeasterly 390.15 feet along said curve through a central angle of
14o54'09" to the beginning of a reverse curve, concave Northwesterly having
a radius of 1500.00 feet, a radial line to said curve bears South 42°28'00"
East, Northeasterly 190.20 feet along said curve through a central angle of
7°12'55"; North 4°32'00" West 149.18 feet, West 208.00 feet, North 45°00'00"
West 45.00 feet, North 60.00 feet, North 86°40'00" West 66.00 feet, and
North 13°00'22" East 215.00 feet to the Northerly line of said Rancho San
Juan Cajon de Santa Ana as shown on Record of Survey No. 88-1035, filed in
Book 119, Pages 33 and 34 in the Office of the County Recorder, thence South
76°59'28" East 1527.95 feet along said Northerly line to the Northwesterly
corner of the land described in the deed to the Exxon Education Foundation,
recorded December 29, 1983 as File/Page No. 83-587995 of Official Records in
the Office of the County Recorder, thence South 1°18'55" West 1851.58 feet
along the Westerly line of said deed to the Southwesterly corner of said
deed; thence South 88°31'06" West 961.07 feet along the Northerly line of
the South one-half of said Section 2 to the Point of Beginning. EXCEPTING THEREFROM that portion of the above described property which was
conveyed to Brea Walden L.L.C. by Grant Deed dated October 3,2001 and
recorded on October 9, 2001 as Instrument No. 20010710856 in the Official
Records of Orange County, California, described as follows: Parcel
2 as shown, on Exhibit B of Lot Line Adjustment LL-2000-054 recorded
on August 13, 2001, as Instrument No. 20010557229 in the Official Records of
Orange County, California. Also EXCEPTING THEREFROM the land described as follows: Being a portion of the Southwest one-quarter of fractional Section 8,
Township 3 South, Range 9 West, lying West of the Easterly boundary of the
Rancho San Juan Cajon de Santa Ana, in the County of Orange, State of
California as shown on map recorded in Book 51, Page 7 of the Miscellaneous
Maps in the Office of the County Recorder of said County and also show on
record of Survey 81-1149 filed in Book 103, Page 19 of Record of Survey in
the said Office of the County Recorder being more particularly described as
follows: Beginning at the Southwest corner of said Record of Survey 81-1149, thence
North 0°11'29" East along the Westerly line of said Record of Survey a
distance of 776.93 feet to the Northwest corner of said Record of Survey;
thence South 89°45'41" East along the Northerly line and its Easterly
prolongation of said Record of Survey a distance of 2406.20 feet of the
Easterly boundary line of said Rancho San Juan Cajon de Santa Ana; thence
South 03°24'35" East along said Easterly boundary a distance of 772.60 feet to
a point on the Easterly prolongation of the Southerly line of said Record of
Survey; thence North 89°53'56" West along said Southerly line and its
prolongation of distance of 2454.72 feet to the point of beginning. 4
    Table of Contents  Property
Name:
    
    STEARNS MINERAL FEENuevo
Property #:
    
    CA12593
 All oil, gas, and other hydrocarbon substances and minerals on, in, under
and that may be extracted, produced and saved from that certain real
property which was granted, quitclaimed, assigned or conveyed to Union Oil
Company of California by:  1)
    
    Deed dated 12/4/1896, from Steams Ranches Company, as Grantor, to Union
Oil Company of California, as Grantee, recorded 1/13/1897 as Document No. 839 in Book
30 at Page 11 of Deeds.2)
    
    Grant Deed dated 8/31/1899, between Stearns Ranches Company, as
Grantor, and Union Oil Company of California, as Grantee, recorded 9/21/1899 in Book 44 at
Page 250 of Deeds, more particularly described as follows:  Those portions of Sections 1 and 12, Township 3 South, Range 10 West
and Sections 5, 6,7 and 8 Township 3 South, Range 9 West, in the Rancho
San Juan Cajon de Santa Ana, as shown on a map recorded in Book 51,
Page 7 of Miscellaneous Maps, Records of Orange County, California,
described as follows:Beginning at a white post 4 inches square in mound with pits at the
Northeast corner of the Rancho San Juan de Santa Ana being also the
Southeast corner of the Rancho Rincon De la Brea; thence along the patent
boundary of said Rancho Rincon de La Brea; thence along the patent
boundary of said Rancho Rincon de La Brea, Norm 84° West 107.51 chains to
a sand stone marked R.B. in mound with pits; thence along said patent
boundary North 57°42' West 43.67 chains to a white post 4 inches square
in mound of stone marked S.J.C.S A. at intersection of the patent lines
of said Rancho San Juan Cajon de Santa Ana and Rincon De La Brea; thence
along the patent line of said Rancho San Juan Cajon de Santa Ana, North
78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound with
pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post
in mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4"
post marked 20.60 mounds with pits; thence North 88°39' East 55.48 chains
to a 2" × 4" post marked 20 in mound with pits; thence South 0°30' East
20.00 chains to a 2" × 4" post in mound with pits; thence North 89°45"
East 134.63 chains to a 2" × 4" post marked 40.10 in mound with pits upon
the Eastern Boundary of said Rancho San Juan Cajon de Santa Ana; thence
along same North 4° West 47.51 chains to the place of beginning.Excepting the Westerly 200 acres of the above described tractAlso excepting any portion of the above described property which lies
north of the agreed boundary line and bounded Westerly by line running
North 28°30' East from the Western terminus of said line as established
by agreement between the Union Oil Company of 5
    Table of Contents  California and the Graham-Loftus Oil Company, recorded June 10, 1905 in Book
120, Page 223 of Deeds, records of said Orange County.Also excepting therefrom that portion included within Parcel 1 of a County
of Orange Lot Line Adjustment No. LL 2000-054, recorded August 13, 2001 as
Instrument No. 20010557229 of the Official Records, in the office of said
Count Recorder.Also excepting therefrom the land conveyed to Brea Chemicals, Inc., by Deed
recorded June 10, 1957 in Book 3936, page 314 of said Official Records,
described as follows:Beginning at a point in the Southerly line of the land described in Deed from
the Stearns Ranches Company, a Corporation, to Union Oil Company of
California, a Corporation, dated August 31, 1899, recorded September 2, 1899
in Book 44, Page 250 of said Deeds, distant South 89°10'50" West along said
line 3131.98 feet from the Southeast corner of said land, said point of
beginning being monumented by Union Oil Company Monument 11B; thence North
9°48'11" West 529.60 feet to a 2" × 2" stake and the true point of beginning
for this description; thence North 85°48'16" West, 380.00 feet to a 2" × 2"
stake; thence North 4°ll'44" East 1750.00 feet to a 2" × 2" stake thence
South 85°48'16" East 380.00 feet to a 2" × 2" stake; thence South 4°11'44"
West 1750.00 feet to a 2" × 2" stake and the true point of beginning.Also excepting therefrom those portions of Sections 1 and 12, Township 3
South, Range 10 West and Sections 5,6,7 and 8 Township 3 South, Range 9
West, in the Rancho San Juan Cajon de Santa Ana, as shown on a map recorded
in Book 51, Page 7 of Miscellaneous Maps, Records of Orange County,
California, described as follows:Beginning at a white post 4 inches square in mound with pits at the Northeast
corner of the Rancho San Juan de Santa Ana being also the Southeast corner of
the Rancho Rincon De la Brea; thence along the patent boundary of said Rancho
Rincon de La Brea; thence along the patent boundary of said Rancho Rincon de
La Brea, North 84° West 107.51 chains to a sand stone marked R.B. in mound with
pits; thence along said patent boundary North 57°42' West 43.67 chains to a
white post 4 inches square in mound of stone marked S.J.C.S.A. at intersection
of the patent lines of said Rancho San Juan Cajon de Santa Ana and Rincon De
La Brea; thence along the patent line of said Rancho San Juan Cajon de Santa
Ana, North 78°25' West 62.67 chains to a 2" × 4" post marked 62.67 in mound
with pits; thence South 1°45' West 58.96 chains to a 2" × 4" post marked 20.60
in mound with pits, thence North 89° East 20.00 chains to a 4" × 4" post in
mound with pits; thence South 1°45" West 20.00 chains to a 2" × 4" post marked
20.60 mounds with pits; thence North 88°39' East 55.48 chains to a 2" × 4"
post marked 20 in mound with pits; thence South 0°30' East 20.00 chains to a
2" × 4" post in mound with pits; thence North 89°45" East 134.63 chains to a
2" × 4" post marked 40.10 in mound with pits upon the Eastern Boundary of said
Rancho San Juan Cajon de Santa Ana; thence along same North 4° West 47.51
chains to the place of beginning. 6
    Table of Contents  Excepting the Westerly 200 .acres of the above described tract.Also excepting any portion of the above described property which lies north
of the agreed boundary line and bounded Westerly by line running North
28°30' East from the Western terminus of said line as established by
agreement between the Union Oil Company of California and the Graham-Loftus
Oil Company, recorded June 10, 1905 in Book 120, Page 223 of Deeds, records
of said Orange County.Also excepting from said tract of land the land conveyed to the Metropolitan
Water District of Southern California by Deed Recorded June 28, 1940 in Book
1051, Page 301 of Official Records of said Orange County, described as
follows:Beginning at a point on the Westerly boundary of said lands owned by Union
Oil Company of California, which Westerly boundary is also the Easterly
boundary of that certain 200-acre tract conveyed by said Union Oil Company of
California to George Chaffey by Deed dated April 25, 1899, recorded June 20,
1899 in Book 44, Page 79 of said deeds, which point of beginning is the point
of intersection of the aforesaid Westerly boundary with the Easterly
Prolongation of the center line of Central Avenue as the same existed on May
23, 1940 between Berry Street and Brea Canyon Road; thence Northeasterly
along a line forming an angle of 73°32'74" with the Easterly prolongation of
the center line of said Central Avenue at said point of intersection (assumed
and taken to bear North 15o11'16" East), a distance of 839.60 feet to the
true point of beginning; thence North 0°10'11" East a distance of 1250 feet;
thence South 89°49'49" East a distance of 500 feet; thence South 65°23'11"
East a distance of 604.15 feet; thence South 0°10'11" West a distance of 1000
feet; thence North 89°49'49" West a distance of 1050 feet to the true point
of beginning.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 641 of said Official Records.Also excepting therefrom that portion described in deed to the Metropolitan
Water District of Southern California recorded February 10, 1967 in Book
8173, Page 647 of said Official Records.Also excepting therefrom the land described in deed to the Brea-Olinda
Unified School District of Orange County, California, recorded September 11,
1968, page 437 of said Official Records.Also excepting therefrom that portion described in Parcel 1 of deed to the
City of Brea recorded January 16, 1969 in Book 8846, Page 971 of said
Official Records.Also excepting therefrom that portion described in Parcels A6471-4, A6471-5,
A6471-6 and A6471-7 of that certain final order of condemnation, Superior
Court Case No. 156220, a certified copy of which was recorded September 29,
1970 in Book 9417, Page 364 of said Official Records. 7
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 3 LEGAL DESCRIPTION OF THE
BENEFITTED PROPERTY
(SURFACE FEE INTEREST IN THE LAND)
    Table of Contents  THOSE
PORTIONS OF SECTIONS 1 AND 12, TOWNSHIP 3 SOUTH, RANGE 10 WEST AND
SECTIONS 5, 6, 7 AND 8, TOWNSHIP 3 SOUTH, RANGE 9 WEST, IN THE RANCHO SAN JUAN
CAJON DE SANTA ANA, IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF ORANGE,
AND IN THE CITY OF BREA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN
ON A MAP FILED IN BOOK 51, PAGE 7 OF MISCELLANEOUS MAPS, AND RECORD OF SURVEY
FILED IN BOOK 12 PAGE 40. RECORD OF SURVEY NO. 91-1007 FILED IN BOOK 133, PAGES
41 THROUGH 46 INCLUSIVE AND RECORD OF SURVEY NO. 2001-1007, FILED IN
BOOK 187,
PAGES 02 THROUGH 07 INCLUSIVE, ALL OF RECORDS OF SURVEY, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY RECORDER, ALSO BEING DESCRIBED IN A DEED, BILL
OF SALE AND ASSIGNMENT, RECORDED APRIL 10, 1996 AS INSTRUMENT NO. 19960175928
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER, MORE PARTICULARLY
DESCRIBED AS FOLLOWS: PARCEL
1 BEGINNING AT A WHITE POST 4 INCHES SQUARE IN MOUND WITH PITS AT THE NORTHEAST
CORNER OF THE RANCHO SAN JUAN CAJON DE SANTA ANA, BEING ALSO THE SOUTHEAST
CORNER OF THE RANCHO RINCON DE LA BREA; THENCE ALONG THE PATENT BOUNDARY OF
SAID RANCHO RINCON DE LA BREA, NORTH 84° WEST 107.51 CHAINS TO A SAND STONE
MARKED R. B. IN MOUND WITH PITS; THENCE ALONG SAID PATENT BOUNDARY NORTH 57°
42' WEST 43.67 CHAINS TO A WHITE POST 4 INCHES SQUARE IN MOUND OF STONE MARKED
S. J. C. S. A. AT INTERSECTION OF THE PATENT LINES OF SAID RANCHOS SAN JUAN
CAJON DE SANTA ANA AND RINCON DE LA BREA; THENCE ALONG THE PATENT LINE OF SAID
RANCHO SAN JUAN CAJON DE SANTA ANA, NORTH 76° 25' WEST 62.67 CHAINS TO A 2' X
4" POST MARKED 62.67 IN MOUND WITH PITS; THENCE SOUTH 1° 45' WEST 58.96 CHAINS
TO A 2" X 4" POST MARKED 20.60. IN MOUND WITH PITS; THENCE NORTH 89° EAST 20.00
CHAINS TO A 4" X 4" POST IN MOUND WITH PITS; THENCE SOUTH 1° 45" WEST 20.00
CHAINS TO A 2" X 4" POST MARKED 20.60 IN MOUND WITH PITS; THENCE NORTH 88° 39'
EAST 55.48 CHAINS TO A 2" X 4" POST MARKED 20 IN MOUND WITH PITS; THENCE SOUTH
0° 30' EAST 20.00 CHAINS TO A 2" X 4" POST IN MOUND WITH PITS; THENCE NORTH 89°
45' EAST 134.63 CHAINS TO A 2" X 4" POST MARKED 40.10 IN MOUND WITH PITSUPON
THE EASTERN BOUNDARY OF SAID RANCHO SAN JUAN CAJON DE SANTA ANA; THENCE ALONG
SAME NORTH 4° WEST 47.51 CHAINS TO THE PLACE OF BEGINNING. EXCEPTING THEREFROM THE WESTERLY 200 ACRES OF THE ABOVE DESCRIBED TRACT. ALSO
EXCEPTING THEREFROM ANY PORTION LYING NORTHERLY OF THE AGREED BOUNDARY
LINE AND BOUNDED WESTERLY BY LINE, RUNNING NORTH 28° 30' EAST FROM THE WESTERN
TERMINUS OF SAID LINE AS ESTABLISHED BY AGREEMENT BETWEEN THE UNION OIL
COMPANY OF CALIFORNIA AND THE GRAHAM-LOFTUS OIL COMPANY, RECORDED JUNE 10,
1905 IN BOOK 120, PAGE 223 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM THE LAND CONVEYED TO THE METROPOLITAN WATER DISTRICT
OF SOUTHERN CALIFORNIA BY DEED RECORDED JUNE 28, 1940 IN BOOK Page 1 of 5
    Table of Contents  1051,
PAGE 301 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER, DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT ON THE WESTERLY BOUNDARY OF SAID LANDS OWNED BY
UNION OIL COMPANY OF CALIFORNIA, WHICH WESTERLY BOUNDARY IS ALSO THE
EASTERLY BOUNDARY OF THAT CERTAIN 200-ACRE TRACT CONVEYED BY SAID UNION
OIL COMPANY OF CALIFORNIA TO GEORGE CHAFFEY BY DEED DATED APRIL 25, 1899,
RECORDED JUNE 20, 1899 IN BOOK 44, PAGE 79 OF DEEDS, WHICH POINT OF
BEGINNING IS THE POINT OF INTERSECTION OF THE AFORESAID WESTERLY BOUNDARY
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF CENTRAL AVENUE AS
THE SAME EXISTED ON MAY 23, 1940 BETWEEN BERRY STREET AND BREA CANYON
ROAD; THENCE NORTHEASTERLY ALONG A LINE FORMING AN ANGLE OF 73° 32' 24"
WITH THE EASTERLY PROLONGATION OF THE CENTER LINE OF SAID CENTRAL AVENUE
AT SAID POINT OF INTERSECTION (ASSUMED AND TAKEN TO BEAR NORTH 15° 11'
16" EAST), A DISTANCE OF 839.60 FEET TO THE TRUE POINT OF
BEGINNING;
THENCE NORTH 0° 10' 11" EAST A DISTANCE OF 1250 FEET; THENCE SOUTH 89°
49' 49" EAST A DISTANCE OF 500 FEET; THENCE SOUTH 65° 23' 11" EAST A
DISTANCE OF 604.15 FEET; THENCE SOUTH 0° 10' 11" WEST A DISTANCE OF 1000
FEET; THENCE NORTH 89° 49' 49" WEST A DISTANCE OF 1050 FEET TO THE TRUE
POINT OF BEGINNING. ALSO
EXCEPTING THEREFROM THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED
RECORDED JUNE 10, 1957 IN BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE
OFFICE OF SAID COUNTY RECORDER DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM THE SOUTHEAST CORNER OF SAID LAND,
SAID POINT OF BEGINNING BEING MONUMENTED BY UNION OIL COMPANY MONUMENT
11B; THENCE NORTH 9° 4' 11" WEST 529.60 FEET TO A 2 X 2" STAKE AND
THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE NORTH 85° 48"
16" WEST, 380.00 FEET TO A 2" X 2" STAKE; THENCE NORTH 4° 11' 44" EAST
1750.00 FEET TO A 2" X 2" STAKE; THENCE SOUTH 85° 48' 16" EAST 380.00
FEET TO A 2 X 2" STAKE; THENCE SOUTH 4° 11' 44" WEST 1750.00 FEET TO A
2" X 2" STAKE AND THE TRUE POINT OF BEGINNING. ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 641 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN DEED TO THE METROPOLITAN
WATER DISTRICT OF SOUTHERN CALIFORNIA RECORDED FEBRUARY 10, 1967 IN BOOK 8173,
PAGE 647 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM THE LAND DESCRIBED IN DEED TO THE BREA-OLINDA UNIFIED
SCHOOL DISTRICT OF ORANGE COUNTY, CALIFORNIA, RECORDED SEPTEMBER 11, 1968 IN
BOOK 8716, PAGE 437 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. Page 2 of 5
    Table of Contents  ALSO
EXCEPTING THEREFROM THAT PORTION DESCRIBED IN PARCEL 1 OF THE DEED TO
THE CITY OF BREA RECORDED JANUARY 16, 1969 IN BOOK 8846, PAGE 971 OF OFFICIAL
RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM PARCELS A6471-4, A6471-5, A6471-6 AND A6471-7 OF THAT
CERTAIN FINAL ORDER OF CONDEMNATION, SUPERIOR COURT CASE NO. 156220, A
CERTIFIED COPY OF WHICH WAS RECORDED SEPTEMBER 29, 1970 IN BOOK 9417, PAGE 364
OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM PARCELS 1 AND 2 AS SHOWN ON PARCEL MAP NO. 86-243,
FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE
OF SAID COUNTY RECORDER, TOGETHER WITH THE WEST HALF OF ASSOCIATED ROAD, 80.00
FEET WIDE, AS SHOWN SAID PARCEL MAP NO. 86-243, ADJOINING SAID PARCELS 1 AND 2
ON THE EAST, AND BOUND NORTHEASTERLY BY THE NORTHEASTERLY LINE OF SAID PARCEL
MAP NO. 86-243, AND BOUND SOUTHERLY BY THE CENTERLINE OF LAMBERT ROAD AS SHOWN
ON SAID PARCEL MAP NO. 86-243. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF PARCEL MAP
NO. 83-1179, AS SHOWN ON A MAP FILED IN BOOK 218, PAGES 1 THROUGH 4 INCLUSIVE
OF PARCEL MAPS, IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12562, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 4 THROUGH 9 INCLUSIVE OF MISCELLANEOUS MAPS,
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTINGTHEREFROM THAT PORTION INCLUDED WITHIN TRACT NO. 12563, AS SHOWN
ON A MAP FILED IN BOOK 579, PAGES 10 THROUGH 15 INCLUSIVE OF MISCELLANEOUS MAPS
IN THE OFFICE OF SAID COUNTY RECORDER. ALSO
EXCEPTING THEREFROM THE LAND DESCRIBED IN THE DEED TO THE CITY OF BREA
RECORDED MARCH 29, 1996 AS INSTRUMENT NO. 19960153320 OF OFFICIAL RECORDS IN
THE OFFICE OF SAID COUNTY RECORDER. ALSO EXCEPTING THEREFROM THAT PORTION INCLUDED WITHIN PARCEL 1 OF A COUNTY OF
ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054, RECORDED AUGUST 13, 2001 AS
INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY
RECORDER. ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N 10°33'18E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH
60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 10o42'00" EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET Page 3 of 5
    Table of Contents  THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO BEING THE
NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°33'18"E 381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET
TO THETRUE POINT OF BEGINNING. PARCEL 2 PARCEL 1 OF A COUNTY OF ORANGE LOT LINE ADJUSTMENT NO. LL 2000-054,
RECORDED AUGUST 13, 2001 AS INSTRUMENT NO. 20010557229 OF OFFICIAL RECORDS,
IN THE OFFICE OF SAID COUNTY RECORDER. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL OF LAND:  BEGINNING AT A POINT ON THE EASTERLY BOUNDARY OF PARCEL 1 OF PARCEL MAP
NO. 86-243, FILED IN BOOK 214, PAGES 28 THROUGH 31 INCLUSIVE OF PARCEL
MAPS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT BEING THE
SOUTHERLY TERMINUS OF A COURSE SHOWN AS  N
10°33'18"E 381.48'  ON SAID
RECORD OF SURVEY NO. 2001-1007; THENCE SOUTHEASTERLY ALONG THE EASTERLY
BOUNDARY OF SAID PARCEL 1 OF PARCEL MAP NO. 86-243, SOUTH 60°42'49" EAST
43.00 FEET TO THE TRUE POINT OF BEGINNING;THENCE NORTH 10°42'00 EAST 141.00 FEET
THENCE NORTH 15°02'00" EAST 103.00 FEET
THENCE NORTH 26°29'00" EAST 105.00 FEET
THENCE NORTH 46°26'07" WEST 92.94 FEET TO A POINT ON SAID EASTERLY
BOUNDARY OF PARCEL 1 OF PARCEL MAP NO. 86-243, SAID POINT ALSO
BEING THE NORTHERLY TERMINUS OF SAID COURSE SHOWN AS  N10°3318E
381.48' ;THENCE SOUTHERLY ALONG SAID COURSE SOUTH 10°3318 WEST 381.48 FEET TO
8HE TRUE POINT OF BEGINNING. PARCEL 3 THE LAND CONVEYED TO BREA CHEMICALS, INC., BY DEED RECORDED JUNE 10, 1957 IN
BOOK 3936, PAGE 314 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER
DESCRIBED AS FOLLOWS:  BEGINNING AT A POINT IN THE SOUTHERLY LINE OF THE LAND DESCRIBED IN DEED
FROM THE STEARNS RANCHOS COMPANY, A CORPORATION, TO UNION OIL COMPANY OF
CALIFORNIA, A CORPORATION, DATED AUGUST 31, 1899, RECORDED SEPTEMBER 2,
1899 IN BOOK 44, PAGE 250 OF SAID DEEDS, DISTANT SOUTH 89° 10' 50" WEST
ALONG SAID LINE 3131.98 FEET FROM Page 4 of 5
    Table of Contents  THE SOUTHEAST CORNER OF SAID LAND, SAID POINT OF BEGINNING BEING
MONUMENTED BY UNION OIL COMPANY MONUMENT 11B; THENCE NORTH 9° 48' 11"
WEST 529.60 FEET TO A 2" ×  2" STAKE AND THE TRUE POINT OF BEGINNING FOR
THIS DESCRIPTION; THENCE NORTH 85° 48' 16" WEST, 380.00 FEET TO A 2" ×  2"
STAKE; THENCE NORTH 4° 11' 44" EAST 1750.00 FEET TO A 2" ×  2" STAKE;
THENCE SOUTH 85° 48' 16" EAST 380.00 FEET TO A 2" ×2"STAKE; THENCE
SOUTH 4° 11' 44" WEST 1750.00 FEET TO A 2" ×  2" STAKE AND THE TRUE POINT
OF BEGINNING.THE ABOVE DESCRIPTION WAS COMPILED FROM INFORMATION SUPPLIED BY FIRST
AMERICAN TITLE COMPANY PRELIMINARY REPORT NO. 2033601, DATED JUNE 15, 2000
AND PRELIMINARY REPORT NO. 2033661, DATED JUNE 21, 2002.EXHIBIT
 A1 SITE DEPICTION , IS FOR INFORMATIONAL PURPOSES ONLY. SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS, EASEMENTS AND
RIGHTS-OF-WAY OF RECORD, IF ANY. PREPARED BY: THE KEITH COMPANIES
UNDER THE DIRECTION OF:(SEAL)
    
    -s- KATHLEEN SUSAN TETREAULT
KATHLEEN SUSAN TETREAULT P.L.S.7297 
MY LICENSE EXPIRES 12/31/2004January 31, 2003
JN: 13207.00
 Page 5 of 5
    Table of Contents  DEVELOPMENT DECLARATION ATTACHMENT 4 TPEL     Table of Contents  ATTACHMENT 4 RELATED THIRD-PARTY EASEMENTS,
CONTRACTS AND LICENSE AGREEMENTS (Oil Field Related Third Party Easements and License  TPEL) RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationRight-of-Way
    
    1/26/82
    
    Union Oil Company
of California
    
    Mobil Oil
Corporation
    
    82-340271
Los Angeles
CountyLicense
    
    8/21/67
    
    Union Oil Company
of California
    
    Shell Oil Company
    
    UnrecordedLicense PSA
    
    11/10/88
    
    Union Oil Company
of California
    
    Shell Western E&P
Inc.
    
    UnrecordedEasement
    
    7/27/62
    
    Union Oil Company
of California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/62
6245/654Easement
    
    9/13/84
    
    Union Oil Company
of California
    
    City of Brea
    
    10/11/84
84-421551Easement
    
    9/10/85
    
    Union Oil Company
of California
    
    City of Brea
    
    10/7/85
85-382994Easement
    
    9/2/86
    
    Union Oil Company
of California
    
    Brea H.O.P.E. Inc.
    
    10/1/86
86-459482Easement
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153323Easement
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153324Easement
    
    1/26/82
    
    Union Oil Company
of California
    
    Mobil Oil
Corporation
    
    3/31/82
Inst. 82-340271
[Los Angeles
County]Easement
    
    8/21/67
    
    Union Oil Company
of California
    
    Shell Oil Company
    
    N/AEasement
    
    11/10/88
    
    Union Oil Company
of California
    
    Shell Western E&P
Inc.
    
    N/AEasement
    
    4/1/58
    
    Union Oil Company
of California
    
    The Metropolitan
Water District of
Southern California
    
    5/21/58
4291/400Easement for Oil
Wells
    
    10/16/58
    
    Collier Carbon and
Chemical Corporation
    
    Union Oil
Company of
    
    11/3/58
4470/10 1    Table of Contents  ATTACHMENT 4 RecordingDocument Type
    
    Date
    
    Grantor
    
    Grantee
    
    InformationCaliforniaNon-Exclusive
Easement and
Right-of-Way
    
    7/27/62
    
    Union Oil Company
of California
    
    Boy Scouts of
America, Los
Angeles Area
Council
    
    8/1/62
6245/654Right-of-Way
    
    10/2/62
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    1/18/63
6399/705Grant of Easement
    
    9/18/78
    
    Union Oil Company
of California
    
    Southern California
Edison Company
    
    2/5/79
13024/1157Grant of Easement
    
    5/17/88
    
    Union Oil Company
of California, dba
UNOCAL
    
    Southern California
Edison Company
    
    6/7/88 Inst.
88-268095Easement
    
    9/15/95
    
    Union Oil Company
of California, dba
UNOCA1
    
    UNOCAL California
Pipeline Company
    
    10/25/95 Inst.
19950473641Grant of Easement
    
    12/11/95
    
    Union Oil Company
of California, dba
UNOCA1
    
    Southern California
Edison Company
    
    1/4/96 Inst.
19960004773Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153322Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153323Easement PSA
    
    3/18/96
    
    Union Oil Company
of California
    
    City of Brea
    
    3/29/96 Inst.
19960153324Easement
    
    5/7/96
    
    Nuevo Energy Company
    
    Union Oil Company
of California dba
UNOCA1
    
    5/26/96 Inst.
19960254739Pipeline
Right-Of-Way
    
    5/12/02
    
    The Sterns Ranchos
Company
    
    Pacific Coast Oil
Company
    
    6/25/02 Do not have
recording info.License
    
    5/1/59
    
    Union Oil Company
of California
    
    Shell Oil Company
    
    Do not have
recording info. Any other Third Party Easement or License disclosed in Preliminary Title
Report #OR-2252674, dated September 13, 2002, First American Title Company. 2    Table of Contents  ATTACHMENT 4 ADDITIONAL CONTRACTS AND GIFT DEED  1.
    
    Memorandum of Understanding between Nuevo, County of Orange and City of
Brea dated December 10, 2002 regarding pre-annexation.2.
    
    Development Agreement dated December 19, 2002, between Nuevo and County
of Orange.3.
    
    Impact Mitigation Agreement between Brea Olinda Unified School District
and Nuevo dated as of October 28, 2002.4.
    
    Gift Deed dated January 30, 2003 from Nuevo to the Brea-Olinda Unified
School District Conveying 0.425 acres, recorded on February 25, 2003 as
Instrument No. 2003000207265 in the official records of Orange County. 3    Table of Contents  EXHIBIT 2.2.2
Brea Olinda Field
Lease Operating Expense For The Year 2002 Stearns
    
    Brea
    
    Naranjal
    
    Stearns
    
    Naranjal
    
    ColumbiaPlant #2
    
    Turbines
    
    Brea
    
    Lease
    
    Lease East
    
    #35
    
    TotalControllable
ExpenseCompany Labor
    
    
    74,262
    
    
    
    106,275
    
    
    
    38,275
    
    
    
    323,911
    
    
    
    0
    
    
    
    0
    
    
    
    542,723Contract Labor
    
    
    44,832
    
    
    
    71,232
    
    
    
    26,088
    
    
    
    228,583
    
    
    
    0
    
    
    
    0
    
    
    
    370,735Payroll Taxes
    
    
    5,752
    
    
    
    8,203
    
    
    
    2,875
    
    
    
    23,344
    
    
    
    0
    
    
    
    0
    
    
    
    40,174Benefits
    
    
    17,048
    
    
    
    23,607
    
    
    
    8,838
    
    
    
    72,589
    
    
    
    0
    
    
    
    0
    
    
    
    122,082R/M Equipment
    
    
    101,253
    
    
    
    206,812
    
    
    
    43,652
    
    
    
    361,479
    
    
    
    0
    
    
    
    0
    
    
    
    713,196Chemicals, Lube
    
    
    9,916
    
    
    
    32,022
    
    
    
    49,794
    
    
    
    175,855
    
    
    
    0
    
    
    
    0
    
    
    
    267,587Rental Equipment
    
    
    8,878
    
    
    
    5,232
    
    
    
    290
    
    
    
    2,710
    
    
    
    0
    
    
    
    0
    
    
    
    17,110Environmental
    
    
    12,894
    
    
    
    163,541
    
    
    
    27,438
    
    
    
    231,358
    
    
    
    0
    
    
    
    0
    
    
    
    435,231Well Service and Wireline
    
    
    (192
    )
    
    
    0
    
    
    
    27,582
    
    
    
    557,820
    
    
    
    0
    
    
    
    0
    
    
    
    585,210Salt Water Disposal
    
    
    0
    
    
    
    0
    
    
    
    (3,754
    )
    
    
    (31,235
    )
    
    
    0
    
    
    
    0
    
    
    
    (34,989
    )Delay Rental
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    
    
    
    
    0Fuel, Water, Electric
    
    
    (688,126
    )
    
    
    (802,255
    )
    
    
    133,896
    
    
    
    137,013
    
    
    
    0
    
    
    
    0
    
    
    
    (1,219,472
    )Other
    
    
    123,735
    
    
    
    607,124
    
    
    
    62,255
    
    
    
    668,506
    
    
    
    0
    
    
    
    0
    
    
    
    1,461,620Sub-total
Controllable
    
    
    (289,748
    )
    
    
    421,793
    
    
    
    417,229
    
    
    
    2,751,933
    
    
    
    0
    
    
    
    0
    
    
    
    3,301,207Non
Controllable ExpenseWorkover
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Major Maintenance
    
    
    2,615
    
    
    
    0
    
    
    
    5,267
    
    
    
    50,274
    
    
    
    0
    
    
    
    0
    
    
    
    58,156Storm
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Pipeline Expense
    
    
    (263
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (263
    )Overhead
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Insurance
    
    
    217
    
    
    
    0
    
    
    
    26,649
    
    
    
    134,155
    
    
    
    0
    
    
    
    0
    
    
    
    161,021Legal
    
    
    133
    
    
    
    0
    
    
    
    250
    
    
    
    5,146
    
    
    
    0
    
    
    
    0
    
    
    
    5,529Ad Valorem Taxes
    
    
    539
    
    
    
    0
    
    
    
    110,170
    
    
    
    814,264
    
    
    
    0
    
    
    
    1,724
    
    
    
    926,697Non-op Billings
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Sub-total
Non Controllable
    
    
    3,241
    
    
    
    0
    
    
    
    142,336
    
    
    
    1,003,839
    
    
    
    0
    
    
    
    1,724
    
    
    
    1,151,140Total
Operating Expense
    
    
    (286,507
    )
    
    
    421,793
    
    
    
    559,565
    
    
    
    3,755,772
    
    
    
    0
    
    
    
    1,724
    
    
    
    4,452,347