Exhibit



 
Exhibit 10.2 
TRANSITION SERVICES AND SEPARATION AGREEMENT 
THIS TRANSITION SERVICES AND SEPARATION AGREEMENT (this “Agreement”), dated February 28, 2017, is made by and between Linn Operating, Inc., a Delaware corporation (“LOI”), Linn Midstream, LLC, a Delaware limited liability company (“LM”), Linn Energy, LLC, a Delaware limited liability company (“Linn Energy”), LinnCo, LLC, a Delaware limited liability company (“LC”), Linn Energy Finance Corp., a Delaware corporation (“LEF”), Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Exploration & Production Michigan LLC, a Delaware limited liability company (“LE&PM”), Linn Exploration Midcontinent, LLC, a Delaware limited liability company (“LEM”), Linn Midwest Energy LLC, a Delaware limited liability company (“LME”), Mid-Continent I, LLC, a Delaware limited liability company (“MC-I”), Mid-Continent II, LLC, a Delaware limited liability company (“MC-II”), Mid-Continent Holdings I, LLC, a Delaware limited liability company (“MCH-I”), Mid-Continent Holdings II, LLC, a Delaware limited liability company (“MCH-II”) (LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II are referred to in this Agreement collectively as “LINN”; provided, however, that with respect to particular uses of the term in this Agreement, “LINN” shall mean each, any or all of LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II as applicable to the context of such use), and Berry Petroleum Company, LLC, a Delaware limited liability company (“Berry”). Each of LINN and Berry is referred to in this Agreement individually as a “Party,” and LINN and Berry are referred to in this Agreement collectively as the “Parties.” Capitalized terms used in this Agreement shall have the respective meanings set forth in Exhibit A. 
Recitals 
WHEREAS, Berry is engaged in the business of onshore oil and natural gas exploration, development, and production in the United States and owns various oil and gas properties and associated assets; 
WHEREAS, on December 16, 2013, Berry completed the transactions contemplated by the merger agreement between Linn Energy, LC, and Berry pursuant to which LC acquired all of the outstanding common shares of Berry and Berry became an indirect wholly owned subsidiary of Linn Energy; 
WHEREAS, all employees of Berry that were retained after completion of such transactions became employees of LOI and, along with other LINN personnel, have provided administrative, management, operating, and other services and support to Berry in accordance with an agency agreement and power of attorney; 
WHEREAS, in connection with the provision of such services and support, various assets, contracts, permits, records, funds, and other rights and interests attributable or relating to Berry’s business were acquired or have been held by or in the name of LOI, and various gathering, processing, sales and similar midstream and marketing contracts related to Hydrocarbons owned by Berry have been entered into by LOI or LM; 
 
WHEREAS, on May 11, 2016, Linn Energy and its subsidiaries (including Berry) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas; 
WHEREAS, on July 11, 2016, Berry filed a Statement of Assets and Liabilities and Schedule of Financial Affairs reflecting all of the real and personal property and other assets and interests owned by Berry as of May 11, 2016 (the “Berry Statement of Assets and Liabilities”); 
WHEREAS, an Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition Company, LLC and Berry Petroleum Company, LLC (as amended, supplemented, or otherwise modified, the “Berry Consensual Plan”) was filed on December 21, 2016, and an Amended Joint Chapter 11 Plan of Reorganization of Linn Energy, LLC and its Debtor Affiliates Other Than Linn Acquisition Company, LLC and Berry Petroleum Company, LLC (as amended, supplemented, or otherwise modified, the “LINN Consensual Plan”) was filed on December 21, 2016; and 
WHEREAS, the Parties are entering into this Agreement in accordance with the Berry Consensual Plan and the LINN Consensual Plan in order to set forth the terms and conditions pursuant to which (i) LINN will continue to provide, or cause to be provided, administrative, management, operating, and other services and support to Berry during a transitional period following the Effective Date and (ii) LINN and Berry will separate their previously combined enterprise and transfer all Berry Related Assets (and any other Berry Assets held in the name of LINN) to Berry under the terms and conditions specified herein. 
NOW, THEREFORE, in consideration of the premises set forth in the recitals above and the covenants set forth herein and the benefits to be derived hereunder, the Parties agree as follows. 


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Agreement 
		
	1.
	Transition Services. LINN shall provide, or cause to be provided, to Berry the services described in this Article 1 and Exhibit B (collectively, the “Services”) during the Transition Period, and, with respect to the portion of the Services described in Sections 1.8, 1.11, 1.13, 1.14, 1.16 and 1.17 during the Accounting Period. Subject to Section 2.1, the Services shall be substantially the same as, and at the same level and manner as, those that have been provided with respect to the Berry Assets during the three month period immediately preceding the Effective Date (the “Reference Period”), and in addition shall include the provision of certain historical operating and financial data as provided herein. For the avoidance of doubt, LINN shall have the right to perform particular portions of the Services through (i) one or more of the LINN entities or (ii) to the extent previously performed by one or more Third Parties, such Third Party or Third Parties (or any other Third Parties determined by LINN to be reasonably equivalent; provided, however, that, if such other Third Parties are to perform material Third Party activities (such as drilling contractors), then such other Third Parties must be approved by Berry in advance for such portion of the Services); provided, however, that no such performance by a LINN entity or a Third Party of a portion of the Services shall relieve LINN collectively from any liability under this Agreement with respect to such portion of the Services; provided, further, that if Berry does not approve a Third Party’s provision of Services and such failure causes LINN to be unable to provide the Services on a commercially reasonable basis, LINN will be excused from performing such Services or portion thereof without penalty until an acceptable provider is approved by Berry. 


		
	1.1
	Operator Services. LINN shall continue to be the operator of record for the Operated Berry Properties during the Transition Period of this Agreement. During the Transition Period, LINN shall (i) continue to perform, on Berry’s behalf, Berry’s duties as operator of the Operated Berry Properties and (ii) provide such additional operations services with respect to the Operated Berry Properties that are described in Section 1.1 of Exhibit B. For the avoidance of doubt, LINN’s obligations under this Agreement relative to accounting and disbursement of production are limited to the production of Hydrocarbons prior to the end of the Transition Period, as further described in Sections 1.1, 1.6, and 1.11 of Exhibit B. 


		
	1.2
	Non-Operator Services. During the Transition Period, LINN shall perform the administrative and management services with respect to the Non-Operated Berry Properties that are described in Section 1.2 of Exhibit B. LINN shall promptly provide Berry with customary details, and obtain prior written consent from Berry, for any authorizations for expenditure (“AFE”) or other proposals submitted to LINN from any Third Party operator of the Non-Operated Berry Properties (in each case, to the extent any of the foregoing are provided by such Third Party operator), it being understood that LINN will request additional detail or information regarding such AFE or other proposal on behalf of Berry if requested by Berry. If Berry fails to respond in writing 24 hours in advance of the deadline provided by a Third Party or under the applicable contract with respect to such AFE or other proposal, then LINN may respond in the ordinary course of business using its business judgment to determine the response that, in LINN’s reasonable belief based on the information available to LINN, would be in the best interest of Berry; provided, however, that LINN shall not owe, and nothing herein shall be deemed to impose, any fiduciary duties in favor of Berry. LINN shall promptly forward to Berry any AFE related to the Berry Properties that LINN receives subsequent to the end of the Transition Period. 


		
	1.3
	Permits. LINN shall use reasonable best efforts to maintain all Berry Permits as described in Section 1.3 of Exhibit B during the Transition Period. With respect to the Berry Permits that are held in the name of LINN and are transferable or assignable, LINN shall transfer or assign such Berry Permits to Berry on or before the end of the Transition Period, as appropriate, and Berry shall accept such transfer or assignment if required under Applicable Law; provided, however, that any costs or expenses associated with such transfer or assignment shall be the sole responsibility of, and paid entirely by, Berry in accordance with and subject to the terms and conditions of Section 5.2(A). LINN shall have no obligation to secure the required bonding, insurance, registration, or approvals to do business in a particular state or area on behalf of Berry to allow for such a Berry Permit transfer, and shall not be responsible to the extent it is not reasonably practicable to transfer or assign any Berry Permit to Berry at the end of the Transition Period or at all. 


 
		
	1.4
	Transportation and Marketing. LINN shall provide, or cause to be provided, (i) midstream services, (ii) transportation and marketing services, (iii) gas control services, and (iv) other similar services to sell the Hydrocarbons produced from the Operated Berry Properties prior to the end of the Transition Period, as further described in Section 1.4 of Exhibit B. LINN shall maintain and administer the Berry Contracts and other contractual arrangements to sell the Hydrocarbons produced from the Berry Properties in its ordinary course of business through the end of the Transition Period. Subject to and in accordance with Section 2.10, LINN may negotiate new or replacement Berry contracts related to and as part of the Services described in this Section 1.4 on month-to-month terms; provided, however, that LINN will not provide any legal services related to such negotiation and any such contract will ultimately be executed by an authorized Berry officer or other authorized representative of Berry on behalf of Berry. 


		
	1.5
	Well Maintenance. With respect to the Berry Wells included in the Operated Berry Properties, during the Transition Period, LINN shall provide supervision for remedial operations and well service operations, and establish and maintain well files, as further described in Section 1.5 of Exhibit B. 


		
	1.6
	Payment Services. Subject to Article 5, during the Transition Period, LINN shall make payments associated with the ownership, operation, use, or maintenance of the Berry Properties as further described in Section 1.6 of Exhibit B; provided, however, 




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that in no event will LINN be required to expend funds and other resources beyond levels projected in Berry’s 2017 capital budget as of January 1, 2017. 
		
	1.7
	Lease and Land Administration. During the Transition Period, LINN shall provide land, land administration, lease, and title services with respect to the Berry Properties, including those Services described in Section 1.7 of Exhibit B. For the avoidance of doubt, during the Transition Period, LINN shall provide assistance preparing any land attachment required for a mortgage filing, but the preparation of mortgages and filing of mortgages and related documents will be Berry’s responsibility. 


		
	1.8
	Regulatory Affairs. During the Accounting Period, but only with respect to the Hydrocarbons produced from and activities related to the Berry Properties prior to the end of the Transition Period, LINN shall provide the Services described in Section 1.8 of Exhibit B relating to regulatory requirements applicable to the Berry Properties. For the avoidance of doubt, LINN shall have no obligation to make regulatory filings required to qualify Berry as the operator of any of the Berry Properties, and such obligation shall be handled entirely by Berry prior to the end of the Transition Period. Notwithstanding anything to the contrary contained herein, LINN shall have no responsibility for any information provided by Berry to LINN that may be included in any regulatory filing or undertaking, nor shall it be responsible to the extent of any investigation, inquiry or action taken by any Governmental Authority in relation to the Services, except to the extent resulting from or related to the gross negligence or willful misconduct of LINN. 


		
	1.9
	Plugging and Abandonment. As described in Section 1.9 of Exhibit B, LINN (i) shall obtain necessary non-operating working interest owner approval and regulatory permits to abandon any Berry Wells included in the Operated Berry Properties when required under Applicable Law to be abandoned during the Transition Period, (ii) shall provide supervision for abandonment operations of such Berry Wells during the Transition Period, and (iii) shall file all necessary abandonment reports after completion of such operations. For the avoidance of doubt, all proposed abandonments must be approved by Berry prior to permitting or commencement of actual abandonment operations unless such abandonments are described in Schedule 9. 


		
	1.10
	Environmental Compliance. If LINN discovers that any of the Berry Properties are not in compliance in all material respects with environmental, health, or safety laws, rules, or regulations during the Transition Period, then LINN shall notify Berry of such non-compliance, as described in Section 1.10 of Exhibit B. If such condition exists on an Operated Berry Property and either represents imminent danger or is required under Applicable Law to be remediated immediately, then LINN shall, unless otherwise instructed by Berry, remediate such condition at Berry’s sole cost and expense, subject to the indemnity obligations described in this Agreement. Nothing in this Agreement shall obligate LINN to undertake a review, audit, or other query relating to environmental, health, or safety laws, rules, or regulations applicable to any of the Berry Properties except to the extent set out in Section 1.10 of Exhibit B. 


		
	1.11
	Bookkeeping; Finance and Treasury; Accounting. During the Accounting Period, but only with respect to the Hydrocarbons produced from and activities related to the Berry Properties prior to the end of the Transition Period, LINN shall provide services for the bookkeeping, finance and treasury, and accounting functions as further described in Section 1.11 of Exhibit B. LINN shall perform services for revenue, joint interest accounting, production, and regulatory reporting functions attributable to the Berry Properties, and shall provide a statement with respect to each month (the “Monthly Statement”) reflecting the same no later than the 15th day following such month. Except as otherwise provided herein, LINN’s obligations under this Agreement relative to accounting and disbursement of production are limited to the Hydrocarbons produced from and activities related to the Berry Properties prior to the end of the Transition Period. 


		
	1.12
	Real Estate; Facilities. During the Transition Period, LINN shall manage all Berry Facilities and the Hill Field Offices in connection with the operation of the Berry Properties (or as otherwise related to the Services), as further described in Section 1.12 of Exhibit B. For the avoidance of doubt, LINN shall not secure new facilities or negotiate new facility leases on behalf of Berry without the prior written agreement of the Parties. 


 
		
	1.13
	Information Technology Systems. 


		
	(A)
	General. To the extent LINN’s information technology systems in existence as of the Effective Date and contracts with respect to such systems permit without incremental fees or other amounts payable by LINN (or with incremental fees or other amounts payable by LINN that are approved in advance by Berry as Reimbursement Expenses), LINN shall provide the information technology services described in Section 1.13 (A) Part One of Exhibit B during the Transition Period and Section 1.13(A) Part Two of Exhibit B during the Accounting Period. During the Transition Period, LINN will provide reasonable assistance to Berry in (i) identifying software licenses and IT service agreements used in connection with or attributable to the Berry Properties and (ii) determining whether such licenses or agreements are transferable or assignable; provided, however, that LINN shall not be required to negotiate or enter into new software licenses or new IT services agreements on behalf of Berry without the Parties’ prior written agreement (and at Berry’s sole cost and expense in accordance with and subject to the terms and conditions of Section 5.2(A)), and LINN shall not be required to maintain any license that would only be used in providing the Services if any such license is required to be renewed during the Transition Period and cannot be cancelled or terminated, without penalty or without reimbursement of any license fee related to an unused period lasting longer than three months after the 




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end of the Transition Period. Berry may designate one or more LINN employees in the Bakersfield office to negotiate (subject to and in accordance with Section 2.10) assignments of existing Berry Software and new or replacement Berry software license agreements on Berry’s behalf; provided, however, that LINN will not provide any legal services related to such negotiation and any such contract will ultimately be executed by an authorized Berry officer or other authorized representative of Berry on behalf of Berry. 
		
	(B)
	Mirrored Licenses. Subject to the confirmation that Berry is in the process of obtaining and will obtain prior to the end of the Transition Period (whether by transfer or new license) the licenses described on Exhibit E (the “Mirrored Licenses”), LINN shall provide the Services described in Section 1.13(B) of Exhibit B during the Transition Period. 


		
	(C)
	Separation Period. To the extent LINN’s information technology systems in existence as of the Effective Date and contracts therefor permit without incremental fees or other amounts payable by LINN (or with incremental fees or other amounts payable by LINN that are approved in advance by Berry as Reimbursement Expenses), during the Separation Period, LINN shall provide continued use of its telephonic and networking systems, which may be modified to restrict access to LINN’s network. During the Separation Period, Berry and LINN shall cooperate to allow (i) Berry to replace all network and telephonic systems related to the Berry Assets and (ii) the rerouting of networks connected to LINN’s retained hardware and also connected to Transferred Hardware, in each case, at Berry’s sole cost and expense in accordance with and subject to the terms and conditions of Section 5.2(A). 


		
	(D)
	Existing IT Systems and Services. For the avoidance of doubt, LINN’s services will not extend to creating the design, configuration or creation of separate IT systems for Berry. Notwithstanding the language in Section 1, LINN may alter existing trust relationships between domains and servers to enable provision of the Services and, with the agreement of Berry or LINN employees designated by Berry within the Bakersfield office, may alter the manner of providing the Services described in this Section 1.13 from those provided during the Reference Period as needed to complete the transition and separation of Berry Assets as by this Agreement. 


		
	1.14
	Tax. As described in Section 1.14 of Exhibit B, LINN shall assist with, and maintain proper documentation for, the collection and remittance of federal, state, and local sales, use, and ad valorem taxes to the extent related to the Berry Assets during the Accounting Period, but only with respect to the Hydrocarbons produced from and activities related to the Berry Properties prior to the end of the Transition Period. In addition, LINN shall prepare and distribute 1099 forms for owners for all activity for the time period LINN is responsible for the related distributions and disbursements, and Berry shall be responsible for 1099 forms for owners for all activity effective with Berry’s assumption of administrative responsibilities of the related distributions and disbursements. Berry will prepare and file any corporate income tax filings due for Berry, even if due during the Term. 


		
	1.15
	Corporate Contracts. As described in Section 1.15 of Exhibit B, during the Transition Period, LINN shall perform, administer, and maintain the Berry Contracts and other contractual arrangements existing as of the Effective Date with respect to the Berry Assets (or as otherwise related to the Services). LINN will not enter into new contracts on behalf of Berry without the prior written agreement of the Parties, other than as described in Section 3.2; provided, however, that LINN may negotiate marketing agreements on behalf of Berry on a month-to-month term during the Transition Period in its ordinary course of business pursuant to and in accordance with Section 1.4 and software license agreements pursuant to and in accordance with Section 1.13(A). 


		
	1.16
	Records Retention. As described in Section 1.16 of Exhibit B and to the extent related to the Berry Assets or the Services, during the Accounting Period, LINN shall provide assistance in the storage and retrieval of the Berry Records and other documentation and backup information and the provision of certain historical operating and financial data as requested by Berry. Berry shall be responsible for all costs and expenses associated with such storage and retrieval (including incremental costs and expenses incurred by LINN in providing assistance in accordance with this Section 1.16) in accordance with and subject to the terms and conditions of Section 5.2(A). 


		
	1.17
	Assistance with Transitioning the Services. During the Separation Period, LINN shall provide assistance with transitioning the performance of the Services from LINN to Berry as further described in Section 1.17 of Exhibit B; provided, however, that in no event shall LINN be required to perform any custom formatting with respect to any data or information utilized and to be provided by LINN in connection with this Agreement. 


		
	1.18
	HR; Employee Benefits; Payroll. LINN shall continue to perform administration and management of human resources, employee benefits programs, and payroll services for LINN’s employees and independent contractors, including the Services described in Section 1.18 of Exhibit B. For the avoidance of doubt, LINN will not put into place new benefit plans for Berry or perform any human resources or payroll services for Berry in its capacity as a direct employer. 


		
	1.19
	Registration Statement. LINN shall continue to cooperate with and provide commercially reasonable assistance to Berry in connection with the preparation and filing with the United States Securities and Exchange Commission of a Form S-1 Registration Statement under the Securities Act of 1933 with respect to the preferred and common stock or limited liability company units in Berry’s holding company (as formed on or before the Effective Date) or any Form 10-K or 10-Q under the 




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Securities Act of 1933 required to be filed with the United States Securities and Exchange Commission during the Transition Period; provided, however, that LINN will not provide any representation letters; provided, further, that LINN disclaims any and all representations or warranties as to the accuracy of the data set forth in such S-1 Registration Statement, Form 10-K and/or Form 10-Q, and Berry hereby agrees to release and fully, indemnify, defend and hold harmless the LINN Indemnified Parties from and against any Claims related thereto or arising therefrom except any such Claims related to or arising from the gross negligence or willful misconduct of LINN. 
		
	1.20
	Additional Services. From time to time during the Term, Berry may request that LINN provide particular services required by Berry in addition to the Services. LINN shall provide such additional services to Berry if and to the extent that LINN is reasonably capable of providing such additional services and the Parties agree upon the service fee to be paid by Berry for such additional services. 


		
	1.21
	Excluded Services. For the avoidance of doubt, LINN will not be obligated to procure insurance or obtain bonds on behalf of Berry or to provide legal services to Berry (as opposed to providing internal legal support within LINN in connection with LINN’s performance of the Services). 


		
	2.
	General. 


		
	2.1
	Standard of Performance; Disclaimer of Warranties. LINN shall conduct its activities under this Agreement in respect of the Services in a manner consistent with the ordinary course performance of such activities during the Reference Period, and otherwise LINN shall perform the Services for the benefit of Berry in a manner substantially consistent with the manner, quality, and timing in which LINN performs the same activities for LINN’s own benefit; provided, however, that notwithstanding anything in this Agreement to the contrary LINN shall perform its obligations under this Agreement (i) in a good and workmanlike manner, (ii) as a reasonable and prudent operator, and (iii) in accordance with Applicable Law. EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, LINN HEREBY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES OR LINN’S PERFORMANCE OF THE SERVICES, INCLUDING DISCLAIMING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 


		
	2.2
	Notice of Accidents. LINN shall promptly provide Berry notice of any material accidents or emergencies that occur with respect to the Services or the Berry Assets. 


		
	2.3
	Personnel and Access. 


		
	(A)
	Personnel. LINN shall provide personnel to staff and perform the Services, which may be accomplished to the extent necessary by (i) employees of LINN or Third Party contractors (subject to paragraph (A) of Section 5.2). All personnel engaged or directed by LINN to perform LINN’s obligations under this Agreement shall be duly qualified, licensed, trained, and experienced to perform such obligations. LINN shall at all times require such personnel to comply with Applicable Law in the same manner as a reasonable and prudent operator. Notwithstanding anything to the contrary contained herein, in no event shall LINN be required to maintain the employment of, or any contractual relationship with, any particular individual or group, or to make available to Berry any particular individual or any individual at any particular time. Berry acknowledges the transitional nature of the Services and agrees that LINN may make changes from time-to-time in the personnel performing the Services if LINN is making similar changes in performing similar services for itself. 


		
	(B)
	Access. Berry shall have access to the Operated Berry Properties, the Berry Facilities, and the Berry Related Assets at all times during normal business hours. Should Berry desire access to Non-Operated Berry Properties during the Transition Period, LINN will use commercially reasonable efforts to coordinate access to the same with the relevant operator. LINN shall have sole authority to select, supervise, and direct all Representatives in the performance of the Services. Berry may consult with LINN’s Representatives who are providing the Services, and LINN shall make such Representatives reasonably available to Berry for such consultations during normal business hours, either directly or through one or more designated centralized point(s) of contact, in each case subject to the applicable individual’s availability during normal business hours. In connection with Berry’s access to the Operated Berry Properties or to any Berry Related Assets located on property owned by LINN, Berry must be accompanied by a LINN Representative at all times. Berry shall indemnify, defend, and hold harmless the LINN Indemnified Parties from and against any and all liability for injury to Berry’s officers, employees, invitees, and/or agents, resulting from, or relating to, the presence of any such officers, employees, invitees, and/or agents at any Operated Berry Properties, any Non-Operated Berry Properties with respect to which LINN coordinated access for Berry, or any property owned by LINN, or from any such person’s traveling to or from such property in a vehicle owned by LINN, in each case other than any such injury and resulting liability caused by the gross negligence or willful misconduct of LINN. 


		
	2.4
	Consents. If any consents, approvals, or authorizations of any Person are identified as being required in connection with this Agreement, then LINN and Berry shall use commercially reasonable efforts to obtain as promptly as possible such consents, approvals, or authorizations; provided, however, that LINN shall be the primary point of contact with any such Person solely as it relates to the Services performed by LINN at that time. Berry shall be responsible for any costs and expenses incurred 




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with Berry’s prior written approval that are attributable to obtaining any consents, approvals, or authorizations required in connection with this Agreement. If the consent, approval, or authorization of any Person, if required, is not obtained within a reasonable time period after identification thereof, then LINN and Berry shall work together to develop and effect a commercially reasonable alternative in connection with the Services affected by such failure to obtain such consent, approval, or authorization. 
		
	2.5
	Additional Records. Except as provided in this Agreement, nothing shall require LINN to provide records, financial information, or other information that, in each case, is not kept or reported by LINN in the ordinary course of business. For the avoidance of doubt, any reporting required of LINN during the pendency of its bankruptcy shall be deemed to be in LINN’s ordinary course of business for purposes of this Section 2.5. 


		
	2.6
	No Additional Systems. Nothing herein shall require LINN to install, expand, or modify any equipment, systems, or services at any location beyond the level provided by LINN during the Reference Period. 


		
	2.7
	Information Necessary to Perform the Services. Berry shall promptly provide any information and assistance that is reasonably requested by LINN and necessary for LINN to perform or cause to be performed any portion of the Services. If Berry fails to provide, or delays in providing, such necessary information or assistance, then LINN shall be relieved of its obligation to perform such portion of the Services to the extent prevented thereby; provided, however, that LINN shall use commercially reasonable efforts to mitigate, overcome, or work around such failure or delay in order to perform such portion of the Services; provided, further, that Berry will reimburse LINN for any reasonable and documented additional costs or expenses incurred by LINN that are attributable to mitigating, overcoming, or working around the effects of such failure or delay in accordance with and subject to the terms and conditions of paragraph (A) of Section 5.2. 


		
	2.8
	Audit. At any time during the Term and during the period up to 180 days after the Final Settlement Statement is finalized under Section 5.8, Berry shall have the right to conduct one audit of the books and records of LINN insofar as they pertain to the Services, the Monthly Settlement Statements, the Monthly Statements, or the Final Settlement Statement. Such audit may be conducted by an accounting firm or other contractor retained by Berry. Berry is entitled to an adjustment of the amounts reflected in the Monthly Settlement Statements, the Monthly Statements, or the Final Settlement Statement when an error occurs. Any such audit must be completed and objections made within 60 days of its initiation. Any dispute that is not resolved between the Parties shall be resolved in accordance with the arbitration procedure set forth in Article 8. 


		
	2.9
	Transition Period Extension. Berry shall use its reasonable best efforts to assume operatorship of all of the Operated Berry Properties on or before the last day of the un-extended Transition Period. Berry shall provide to LINN evidence reasonably satisfactory to LINN of Berry’s satisfaction of the predicate requirements of Section 3.4 for delivery of the Change of Operator Forms no less than 14 days prior to the last day of the Transition Period, or the Transition Period will be extended for an additional calendar month (unless LINN, in its sole discretion, waives such compliance). In addition, if Berry determines that it requires all or any portion of the Services to continue beyond the end of the Transition Period, then Berry may elect to extend the Transition Period for an additional month by delivering to LINN written notice of such election no less than 15 days prior to the last day of the Transition Period; provided, however, that the Transition Period may only be extended once under this Section 2.9. 


		
	2.10
	General Control and Consultation. The Parties acknowledge and agree that Berry shall at all times be the owner of the Berry Assets and that LINN is providing the Services solely as a service provider. Subject to Section 2.1, and to the extent not inconsistent with Section 9.9, the Services shall be provided by LINN to the extent of and substantially in the same manner as LINN has conducted its business during the Reference Period and, in all material respects consistent with Berry’s 2017 capital budget as of January 1, 2017, under the general control of and subject to the reasonable direction of Berry; provided, however, that LINN shall control the manner and method of performing the Services, including all day-to-day Services provided for in Article 1. Without limiting the foregoing, LINN shall consult with the chief executive officer of Berry on a regular basis throughout the Term regarding the Services and shall act in accordance with the written instructions, if any, provided by such chief executive officer or his designee with respect to particular aspects of the Services. Notwithstanding anything herein to the contrary, (i) in no event shall LINN be required to act in a manner inconsistent with its health, safety and environmental policies in effect as of the Execution Date and (ii) LINN may take any action it deems necessary in its reasonable belief and in good faith to prevent or avoid imminent risk to life or property. 


		
	3.
	Berry Separation. 


		
	3.1
	Assets 


		
	(A)
	Representation. LINN represents and warrants that no real or personal property was transferred from Berry to LINN at any time between December 1, 2013 and the Effective Date. To the extent either Party discovers that the foregoing is inaccurate, the Parties will take all steps necessary pursuant to Section 3.7 to transfer such real or personal property back to Berry. The foregoing is the sole and exclusive remedy with respect to any breach of the representations and warranties set forth in this paragraph (A) of Section 3.1. 




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	(B)
	Berry Assets. As used in this Agreement, the “Berry Assets” shall mean all real and personal properties, assets and interests that are part of the Berry Estate, including all real and personal properties, assets and interests described on the Berry Statement of Assets and Liabilities. Without limiting the foregoing, the “Berry Assets” shall include all of Berry’s right, title and interest in, to or under the following (it being expressly understood that some of the following are interests in properties in which Berry is a joint interest owner with LINN and that all references to Schedules in this Section 3.1(B) are for information purposes only and shall not expand or diminish the property of the Berry Estate or the LINN Estate, as applicable): 


		
	(i)
	the Leasehold Interests and Mineral Interests summarized on the Berry Statement of Assets and Liabilities and as further described on Schedule 1, and Berry’s interest in the Leases and lands included in any units with which such Leasehold Interests and Mineral Interests (or the lands covered thereby) may have been pooled, unitized, or communitized (collectively, the “Berry Leasehold and Mineral Interests”); 


		
	(ii)
	the interests in oil, gas, water, disposal, observation, or injection wells located on or traversing the Berry Leases and Mineral Interests, whether producing, non-producing, plugged, unplugged, shut-in, or temporarily abandoned, as described on Schedule 2 (collectively, the “Berry Wells”, and together with the Berry Leasehold and Mineral Interests, the “Berry Properties”); 


 
		
	(iii)
	the Hydrocarbons in storage above a custody transfer point; and 


		
	(iv)
	the office leases, field offices, and storage yards described on the Berry Statement of Assets and Liabilities and as further described on Schedule 3 (collectively, the “Berry Facilities”). 


For the avoidance of doubt, the Parties acknowledge and agree that from and after the Effective Date, Berry shall continue to be responsible for all Liabilities attributable to or arising from the Berry Assets except as otherwise provided in this Agreement and except for any such Liabilities discharged or otherwise released pursuant to or in connection with the Berry Consensual Plan or the LINN Consensual Plan. 
		
	(C)
	Berry Related Assets. As used in this Agreement, the term “Berry Related Assets” means the following real and personal properties, assets and interests, whether part of the Berry Estate or part of the LINN Estate; provided, however, that where the following relate to both Berry Assets and real or personal property that is part of the LINN Estate, only the proportion of the same related to the Berry Assets shall be included in the definition of “Berry Related Assets”: 


		
	(i)
	The real property described on Schedule 4 (together with the field offices located thereon, the “Hill Field Offices”); 


		
	(ii)
	all of the equipment, machinery, fixtures and other tangible personal property and improvements located on or used or held for use in connection with the ownership or operation of the Berry Properties, including tanks, boilers, plants, injection facilities, saltwater disposal facilities, compressors and other compression facilities (whether installed or not), pumping units, flow lines, pipelines, gathering systems, Hydrocarbon treating or processing systems or facilities, meters, machinery, pumps, motors, gauges, valves, power and other utility lines, roads, computer and automation equipment, SCADA and measurement technology, the Transferred Hardware, field radio telemetry and associated frequencies and licenses, pressure transmitters, central processing equipment and other appurtenances, improvements and facilities (collectively, the “Berry Equipment”); 


		
	(iii)
	all of the pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials located on, used, or held for use on or held as inventory in connection with the ownership or operation of the Berry Properties, Berry Facilities, Hill Field Offices, or Berry Equipment; 


		
	(iv)
	all of the governmental (whether federal, state, or local) permits, licenses, authorizations, franchises, grants, easements, variances, exceptions, consents, certificates, approvals, and related instruments or rights relating to the Berry Properties that are not held by LOI as operator of Operated Berry Properties (collectively, the “Berry Permits”); 


 
		
	(v)
	all of the Contracts (including sales and purchase contracts, operating agreements, exploration agreements, development agreements, balancing agreements, farmout agreements, service agreements, transportation, processing, treatment and gathering agreements, equipment leases and other contracts, agreements and instruments), including the Contracts described in Schedule 5, (collectively, the “Berry Contracts”) but subject to Section 3.2 and excluding any Master Service Agreement in the name of LINN, other than those described in Part D of Schedule 5; 


		
	(vi)
	all of the proprietary rights and non-proprietary rights to all seismic, geological, geochemical, or geophysical data (including all maps, studies, Third Party studies, reservoir and production engineering studies and simulations, and all field and acquisition records) related to or obtained in connection with the Berry Properties 




7







to the extent transferrable without a fee (or, in the event a transfer fee applies, to the extent Berry has agreed, in writing, to pay such transfer fee) (the “Berry G&G Data”); 
		
	(vii)
	all of the Surface Rights; 


		
	(viii)
	all claims, refunds, abatements, variances, allocations, causes of action, claims for relief, choses in action, rights of recovery, rights of set-off, rights of indemnity, contribution or recoupment, counter-claims, cross-claims and defenses to the extent related to the Berry Assets; 


		
	(ix)
	all of the information, books, databases, files, records and data (other than the Excluded LINN Records and Data), whether in written or electronic format, relating to Berry or any of the other Berry Assets (collectively, the “Berry Records”), which Berry Records shall include all minute books, stock ledgers, corporate seals, and stock certificates of Berry; all reservoir, land, operation and production files and records, inclusive of lease records, well records, division order records, property ownership reports and files, contract files and records, well files, title records (including abstracts of title, title opinions and memoranda, and title curative documents), correspondence, production records, prospect files and other prospect information, supplier lists and files, customer lists and files; and all other data including proprietary and non-proprietary engineering, files and records in the actual possession or control of Berry (or, if applicable, LINN to the extent transferable to Berry (i) without material restriction that is not overcome using commercially reasonable efforts (including a material restriction against assignment without prior consent if such consent is not obtained after commercially reasonable efforts) and (ii) without the payment of money or delivery of other consideration or unduly burdensome effect that Berry does not agree in writing to pay or bear), inclusive of maps, logs, core analysis, formation tests, cost estimates, studies, plans, prognoses, surveys and reports, and including raw data and any interpretive data or information relating to the foregoing, and any other proprietary data in the actual possession or control of Berry (or, if applicable, LINN to the extent transferable to Berry (i) without material restriction that is not overcome using commercially reasonable efforts (including a material restriction against assignment without prior consent if such consent is not obtained after commercially reasonable efforts) and (ii) without the payment of money or delivery of other consideration or unduly burdensome effect that Berry does not agree in writing to pay or bear) and relating to the ownership, operation, development, maintenance or repair of, or the production, gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from, the Berry Properties; 


		
	(x)
	all of the Berry Receivables, cash call pre-payments and other refunds due to Berry (or, if applicable, LINN) for royalty overpayments or future deductions as royalty offsets associated with any of the Berry Properties; 


		
	(xi)
	all of the trade credits, accounts receivable, note receivables, take or pay amounts receivable, and other receivables attributable to the Berry Assets or other Berry Related Assets; 


		
	(xii)
	any software licenses and IT service agreements used solely in connection with or wholly attributable to the Berry Properties, but only to the extent transferable without material restriction (the “Berry Software”); 


		
	(xiii)
	all California greenhouse gas emissions credits and allowances and any other carbon dioxide allowances that are part of the Berry Estate or scheduled on Schedule 10; and 


		
	(xiv)
	all of the vehicles used by, assigned to or otherwise associated with any Berry Employee or solely with any of the other Berry Operated Assets (including any such vehicle that is part of the LINN Estate) (the “Vehicles”). 


 
		
	3.2
	Assignment of Contracts. 


		
	(A)
	General. Subject to paragraph (B) of this Section 3.2, as soon as practicable, but in any event prior to the end of the Transition Period, LINN will assign or cause to be assigned to Berry each Berry Contract to which LINN is party (whether in its own name or as agent for Berry), including marketing agreements, operating agreements, transportation agreements, equipment leases, electrical agreements, rights of way, surface use agreements and other agreements (such Berry Contracts that relate solely to Berry or the Berry Assets, including the Berry Contracts so identified in Part B of Schedule 5, are referred to in the Agreement collectively as the “Berry Operating Contracts”; and such Berry Contracts that relate both to Berry or the Berry Assets on the one hand and LINN or property that is part of the LINN Estate, on the other, including the Berry Contracts so identified in Part C of Schedule 5, are referred to in the Agreement collectively as the “Berry Shared Contracts”); provided, however, that LINN shall only assign such Berry Shared Contracts that are capable of being subdivided without penalty or any incremental cost or expense being paid by LINN and without requiring LINN or Berry to retain any liability for the other under such contract (and in such case shall only assign the portion of such Berry Shared Contract that applies to the Berry Assets); provided, further, that LINN shall use its commercially reasonable efforts to obtain from each Berry Shared Contract counterparty 




8







a separation of its Berry Shared Contract into separate contracts between such counterparty and each of LINN and Berry so long as the terms and conditions of the underlying agreement remain substantially the same. Berry shall take such actions as may be required to accept assignment of the Berry Operating Contracts and the Berry Shared Contracts. Notwithstanding the foregoing, if both Berry and LEH are parties to any Berry Shared Contract and such contract relates only to the ownership or operation of properties in which LEH and Berry have shared ownership, LINN may elect to take no action to partition the contracts during the Transition Period, which shall not prejudice either Party’s ability to request or negotiate a partition or novation from the counterparty of such contract at a later date and shall not operate to create a joint and several liability under such contract. 
		
	(B)
	Consent Requirements. Notwithstanding anything to the contrary contained herein, LINN shall not assign any Berry Operating Contract or Berry Shared Contract if the terms of such contract prohibit such assignment, require a consent to such assignment that is not given after LINN has used all commercially reasonable efforts to obtain such consent, or require a fee for such assignment that Berry does not agree to bear, which Berry Operating Contracts and Berry Shared Contracts include those identified in Schedule 5. 


		
	(C)
	Assigned Operating Contract. Any contract assigned pursuant to this Section 3.2 shall be referred to herein as an “Assigned Operating Contract”; provided, however, that as to Berry Shared Contracts that are assigned, only the portion of the contract assigned to Berry shall be included in the term Assigned Operating Contract. 


		
	3.3
	Certain Ancillary Agreements. LINN (as applicable) and Berry will execute the following agreements on the dates specified below: 


		
	(i)
	any change of operator forms required to designate Berry as the operator of the Operated Berry Properties (the “Change of Operator Forms”) as soon as practical but in no event later than the final day of the Transition Period; and 


		
	(ii)
	letters in lieu of transfer or division orders directing all purchasers of production from the Berry Assets to make payment of proceeds attributable to such production to Berry from and after the Effective Date in a form reasonably satisfactory to both Parties (the “Letters in Lieu”) as soon as practical but in no event later than the final day of the Transition Period. 


In connection with the ancillary agreements described above in this Section 3.3, the Parties agree that Berry shall be the recognized operator of the Hill field and LINN shall be the recognized operator of the Hugoton field. 
		
	3.4
	Delivery of Documents. 


		
	(A)
	Change of Operator Forms. On or before the end of the last day of the Transition Period (or otherwise in accordance with applicable state requirements), LINN will submit the Change of Operator Forms to the required parties; provided, however, that Berry must have secured the necessary bonding, insurance and regulatory approvals to release LINN of any ongoing liability for Berry’s operatorship. 


		
	(B)
	Letters in Lieu. On or before the first day of the last month of the Transition Period, LINN will submit the Letters in Lieu to the appropriate counterparties. 


		
	(C)
	Documents Related to Joint Use Agreement. On or before April 1, 2017, LINN will deliver to Berry the following documents related to that certain Joint Use Agreement of even date herewith, by and between LEH and Berry (the “Joint Use Agreement”): (i) a projected budget for the “Gathering Facilities” for the remainder of calendar year 2017, which will include an itemized summary of projected “Capital Expenditures,” “Operating Expenses” and planned nonrecurring maintenance items, and shall list each charge or expense that will be payable to an “Affiliate” of LEH (excluding charges and expenses related to LOI’s employees and third party charges and expenses passed through by LOI to LEH without markup) (as each such term is defined in the Joint Use Agreement); and (ii) an amended and restated Exhibit D to the Joint Use Agreement containing a detailed description of all real and personal property comprising the “Gathering Facilities” (as defined in the Joint Use Agreement) based on information in LINN’s files and records, including a reasonably detailed description of each right-of-way and other real property interest included therein and a reasonably detailed description, with specifications, of each segment of pipe and other component thereof. 


		
	3.5
	Assignment of Operating Property. 


		
	(A)
	Inventory. During the first 30 days of the Term, LINN will inventory all (i) Berry Equipment that is part of the LINN Estate (the “Berry Operating Equipment”), (ii) pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials located on, used or held for use on or held as inventory in connection with the ownership or operation of the Berry Assets that are part of the LINN Estate (the “Berry Operating Yard Equipment”), (iii) Transferred Hardware, and (iv) Vehicles (together with the Berry Operating Equipment, Berry Operating Yard Equipment and the Transferred Hardware, the “Berry Operating Property”). 




9







		
	(B)
	Valuation. On or before the 45th day of the Term, LINN will provide Berry with a list of the Berry Operating Property, together with an estimated fair market value (taking into account normal annual depreciation) of the portion of the Berry Operating Property that is not part of the Berry Estate. Berry will notify LINN within ten days if Berry disagrees with any valuation for such portion of the Berry Operating Property, in which case, Berry and LINN will work in good faith to resolve their disagreement on before the 75th day of the Term. If the Parties are unable to agree to a value for a Vehicle prior to such date, then such Vehicle will not be included in the term “Berry Operating Property” for the purpose of paragraph (C) of this Section 3.5 or the term “Berry Related Assets” and will be retained without further obligation by LINN. If the Parties are unable to agree to a value for any portion of the Berry Operating Equipment or the Berry Yard Equipment that is not part of the Berry Estate, then LINN will hire a Third Party appraiser to determine the amount of such value, the expense for such appraiser to be shared equally between the Parties. 


		
	(C)
	Conveyance. Once the Parties have agreed to the fair market value (taking into account normal annual depreciation) for the portion of the Berry Operating Property that is not part of the Berry Estate (or the appraiser has determined such value in accordance with paragraph (B) of this Section 3.5, in either case the aggregate amount to be referred to herein as the “Operating Property Amount”), LINN will convey the Berry Operating Property and the Transferred Hardware to Berry using a Bill of Sale in a form substantially similar to Exhibit F. In addition, LINN will take any additional steps necessary under applicable state or local law to transfer any title held by LINN to the Berry Operating Property to Berry. Berry will reimburse LINN for the Operating Property Amount in accordance with Section 5.4. Prior to the end of the Transition Period, LINN will convey the Hill Field Offices to Berry using a Special Warranty Deed in a form substantially similar to Exhibit G. 


		
	(D)
	Berry Records. Throughout the Transition Period (and, with regard to records created during the Accounting Period, throughout the Accounting Period), LINN will deliver the Berry Records to Berry, at Berry’s expense, (to the extent not already delivered) in their current form and format; provided, however, that LINN shall not be required to conduct processing, conversion, compiling or any other further work with respect to delivery of the Berry Records; provided, however, further, that LINN may retain a copy of any Berry Records related to accounting or the Hill assets (and may copy, at Berry’s expense, Berry Records related to the Hugoton assets and retain the original, delivering the copy as the Berry Record). Berry agrees to maintain the Berry Records for a period of five years following the expiration of the Term, and, during such time, to (i) provide copies of any Berry Records that relate to the accounting, to the Hill and Hugoton assets, or are needed to respond to any legal proceeding or claim by a Third Party or by Berry, to LINN, at LINN’s sole expense and upon reasonable advance notice, and (ii) give 90 days’ prior written notice to LINN before destroying any Berry Record, in which event LINN may, at its option and expense, upon prior written notice given within such 90 day period to Berry, take possession of such Berry Records within 180 days after the date of such notice. 


		
	(E)
	Hugoton Field Offices. LINN agrees that if Berry (or its successor in interest) becomes the operator of the Hugoton properties under or pursuant to the applicable Joint Operating Agreement between Linn and Berry dated of even date herewith, then LINN or its successor in interest will convey the Hugoton Field Offices to Berry (or such successor in interest) for $1 using a Special Warranty Deed in a form substantially similar to Exhibit G. 


		
	3.6
	Assignment of Berry Related Assets. Without limiting the provisions set forth in Section 1.3 regarding the transfer or assignment of the Berry Permits, Section 3.2 regarding the assignment of the Berry Contracts, and Section 3.5 regarding the conveyance of the Berry Operating Property, prior to the end of the Transition Period, LINN shall transfer, assign, and convey or cause to be transferred, assigned, and conveyed to Berry all other Berry Related Assets that are held in the LINN Estate. Such transfers, assignments, and conveyances shall be in form reasonably satisfactory to the Parties. 


 
		
	3.7
	Further Assurances. For a period of one year from the Effective Date, each of LINN and Berry shall (i) furnish upon request to the other Party such further information, (ii) execute, acknowledge and deliver to such other Party such other documents, and (iii) do such other acts and things, as such other Party may reasonably request for the purpose of carrying out the intent of this Agreement or the Berry Consensual Plan or the Linn Consensual Plan. In addition, LINN shall use commercially reasonable efforts to continue to assist Berry in connection with the resolution of claims against Berry and Linn Acquisition Company, LLC relating to the Chapter 11 Cases (as defined in the Berry Consensual Plan); provided, however, that LINN will not be required to provide such assistance after the Term of this Agreement absent mutual agreement of the Parties, including agreement as to the additional compensation to LINN for such assistance. 


		
	4.
	Employment. 


		
	4.1
	Access Period. During the period from the Effective Date until the date that is 15 days prior to the end of the Transition Period (the “Access Period”), LINN shall provide to Berry or its designated representatives reasonable access to any LINN employee on the Available Employee List attached as Schedule 6. At any time prior to the date that is 20 days prior to the end of the Accounting Period, LINN may designate additional employees to be made available to Berry, such designation to be made in writing, in which case such individuals will be treated as Berry-LINN Employees for the purpose of Section 4.2 but not Section 4.3. 




10







		
	4.2
	Employment Offers. All Berry Employees shall be extended offers of employment by Berry during the Transition Period in accordance with an offer process determined by Berry in consultation with LINN. In addition, either Party may extend employment offers to any of the Berry-LINN Employees during the period beginning on the date that is 15 days prior to the end of the Transition Period and ending on the date that is 15 days prior to the end of the Accounting Period (the “Offer Period”). Any employment offer will require acceptance of the same within ten days and will be effective on the first day following the end of the Transition Period (or, if appropriate for a Berry-Linn Employee, on the first day following the end of the Accounting Period). Each Party will share the responses to employment offers made under this Section 4.2 promptly upon receipt with the other Party; provided, however, that neither Party shall be required to disclose the terms of any offer except to the extent necessary to establish any severance fees or obligations under Section 4.3. 


		
	4.3
	Severance Amounts. At the conclusion of the Offer Period, Berry shall provide a list of all Available Employees to whom Berry submitted an offer. For each Berry Employee (i) who is not made an offer of employment that would avoid a Qualifying Termination for such employee (as such term is defined in LINN’s Severance Plan, attached hereto as Schedule 7) and (ii) whose employment is terminated by LINN on or prior to the end of the Term, Berry will be charged 100 percent of any severance fees and obligations associated with such termination. For each Berry-LINN Employee (x) who is not made an offer of employment that would avoid a Qualifying Termination for such employee and (y) whose employment is terminated by LINN on or prior to the end of the Term, Berry will be charged 30 percent of any severance fees and obligations associated with such termination (the aggregate amount payable by Berry under this Section 4.3 is referred to herein as “Berry Severance Fees”). LINN shall retain responsibility for (A) 70 percent of any severance fees and obligations associated with the termination on or prior to the end of the Term of any Berry-LINN Employee, and (B) 100 percent of any severance fees and obligations associated with the termination of any LINN employee who is not an Available Employee or whose employment is not terminated on or before the end of the Term (even if such employee provides Services under this Agreement). 


		
	4.4
	Non-Solicitation of Certain Employees. During the Transition Period, LINN shall not solicit any Berry Employee to remain as an employee of LINN or otherwise encourage or induce such Berry Employee not to accept employment with Berry; provided, however, that nothing in the foregoing will prohibit LINN from making such solicitation after the end of the Transition Period to any Berry Employee who did not accept Berry’s offer of employment under Section 4.2, subject to the following sentence. In addition to the immediately preceding sentence, and except as specifically described in Sections 4.1 and 4.2, for a period of two years from the Effective Date, neither LINN nor Berry or either of their respective Affiliates will, directly or indirectly, (i) solicit for employment, offer employment or employ any employee of the other Party or its respective Affiliates, (ii) otherwise divert or induce any such employee to terminate or materially alter his or her employment or contractual relationship with the other Party or its respective Affiliates, or (iii) agree to do any of the foregoing; provided, however, that neither Party shall be considered to have breached the provisions of this sentence solely because any such employee responds to a general advertisement or a Third Party search firm that has not directed its search specifically at such employees of the other Party or its respective Affiliates. Each Party shall be liable for the compliance of its Affiliates and its and their respective agents and representatives with the terms of this Section 4.4. Each Party acknowledges and agrees that if such Party violates (or threatens to violate) any of the terms of this Section 4.4, then the other Party will not have an adequate remedy at law and in such event such other Party shall have the right, in addition to all other rights available at law or in equity, to obtain injunctive relief to restrain any breach or threatened breach of the terms of this Section 4.4. 


		
	5.
	Term and Termination; Service Fees; Monthly Settlement. 


		
	5.1
	Term and Termination. 


		
	(A)
	Term. This Agreement shall be effective as of the Effective Date, and shall continue in effect until the end of the Accounting Period, unless terminated earlier in accordance with this Section 5.1 (the “Term”). Except as otherwise provided herein, upon expiration of the Term or earlier termination of this Agreement, LINN shall no longer be responsible for the performance of the Services, and all rights and obligations under this Agreement shall cease except for (i) rights or obligations that are expressly stated to survive the expiration or termination of this Agreement, (ii) the provisions set forth in the last sentence of paragraph (B) of Section 2.3, in paragraph (A) of Section 3.1, in paragraph (D) of Section 3.5 in paragraph (E) of Section 3.5, in paragraph (D) of this Section 5.1, in Sections 3.7, 4.4, 5.2, 5.4 and 5.5, and in Articles 6, 8, and 9, which shall continue in accordance with their terms, and (iii) the last sentence in paragraph (E) of this Section 5.1, which will survive the expiration or termination of this Agreement indefinitely, and (iv) liabilities and obligations that have accrued prior to such expiration or termination, including the obligation to pay any amounts that have become due and payable prior to such expiration or termination. 


		
	(B)
	Termination by Berry. Berry may, without cause and in accordance with the terms and conditions hereunder, (i) request the discontinuation of one or more portions of the Services, or (ii) request the discontinuation of all of the Services and terminate this Agreement prior to the expiration of the Term, in each case, by giving LINN not less than 15 days’ prior written notice; provided, however, that (a) the effective date of such termination must be the first or last day of a calendar month, (b) the discontinuation of less than all of the Services will require LINN’s consent (which consent shall not be unreasonable delayed or withheld), (c) Berry must have satisfied the condition precedent of paragraph (A) of Section 3.4 prior to terminating the Services described in Section 1.1 or all of the Services, and (d) Berry shall 




11







be liable to LINN for all fees and expenses accrued with respect to the provision of the discontinued Services as of the date of discontinuation, including any amounts that LINN remains obligated to pay under any contract entered into in accordance with this Agreement solely in order to provide the Services. 
		
	(C)
	Termination for Material Breach. Either Party may terminate this Agreement if the other Party is in material breach of this Agreement and such other Party fails to cure such breach within five Business Days following receipt of written notice thereof from the non-breaching Party; provided, however, that (i) LINN may not terminate this Agreement and withdraw from providing the Services if such breach is not capable of being cured and Berry continues to pay the Service Fees, and (ii) subject to Berry using all reasonable efforts to obtain a qualified and financially responsible replacement for LINN reasonably acceptable to Berry and Berry’s continued payment of the Service Fees, LINN may not terminate this Agreement and withdraw from providing the Services until a qualified and financially responsible replacement for LINN reasonably acceptable to Berry has agreed to take over as LINN and assume responsibility for the Services under this Agreement on terms and conditions reasonably acceptable to Berry. 


 
		
	(D)
	Obligations of LINN upon Termination. Without limiting the second sentence of paragraph (A) of this Section 5.1, upon termination of this Agreement, LINN shall assign, transfer, and deliver to Berry (or to such other Person as Berry shall direct) (i) title to all Berry Related Assets that are part of the LINN Estate (in accordance with the provisions of Sections 3.2, 3.5, and 3.6 and subject to Berry’s requirement to reimburse LINN for the same) and (ii) possession and control of all operations hereunder and all of the Berry Assets in the possession or control of LINN or any subcontractor of LINN, but only to the extent Berry has complied or does comply with the conditions precedent described in Section 3.4(A). Without limiting the foregoing, upon the effective date of termination, LINN shall assign and deliver to, and relinquish custody in favor of, Berry (or such other Person selected by Berry) all of Berry’s funds held or controlled by LINN, and all Suspense Funds, and all books, accounts, records and inventories relating to the Berry Assets, facilities and/or the operations hereunder. 


		
	(E)
	Obligations of Berry upon Termination. Effective upon termination of this Agreement, Berry assumes and agrees to discharge when due any and all Liabilities attributable to or arising from the Berry Related Assets except as otherwise provided in this Agreement and except for any such Liabilities discharged or otherwise released pursuant to or in connection with the Berry Consensual Plan or the LINN Consensual Plan. Notwithstanding anything herein to the contrary, Berry hereby agrees to release and fully indemnify, defend, and hold harmless the LINN Indemnified Parties from each and every Claim related to such assumed Liabilities. 




12







		
	5.2
	Service Fees and Employee Expenses. 


		
	(A)
	Reimbursement Expenses. Berry shall pay and reimburse LINN for any and all reasonable Third Party out-of-pocket costs and expenses without mark-up (including operating costs, capital expenditures, drilling and construction overhead charges, Third Party administrative overhead charges, joint interest billing, lease, lease operating, lease rental, bonus and shut-in payment, royalty, overriding royalty, net profits interest expenses, and records and data transfer expenses) and reasonable and necessary travel expenses actually incurred by LINN to the extent documented and incurred in connection with providing the Services during the Term (the “Reimbursement Expenses”); provided, however, that Reimbursement Expenses will not include Third Party contractors engaged by LINN after the Effective Date to provide portions of the Services where such portions of the Services were performed by LINN employees prior to the Effective Date unless expressly agreed to in writing by the Parties. 


 
		
	(B)
	Management Fee. In addition to the foregoing Reimbursement Expenses, Berry shall pay to LINN $6,000,000 per month (prorated for partial months) during the Transition Period (the “Full Management Fee”) and $2,700,000 per month (prorated for partial months) during the Separation Period (the “Limited Management Fee” and together with the Full Management Fee, the “Management Fee”). The Management Fee, together with the Reimbursement Expenses, are referred to collectively herein as the “Service Fees.” 


		
	5.3
	Cash Call. 


		
	(A)
	Cash Calls. It is not the intent of this Agreement for LINN to advance any of its own funds. If there are lease operating expenses or capital expenditures that would otherwise be paid by LINN pursuant to this Agreement, LINN shall provide a written cash call (“Cash Call”) to Berry detailing the amount of such expenses, the proposed use thereof, and the date such funds are required, together with supporting documentation, for approval by Berry in advance of LINN incurring the same. Berry shall, within five Business Days of receipt of such Cash Call, render a decision to provide such amount to LINN for payment (in whole or in part) or to decline such payment (in which event LINN will be relieved of any obligation to conduct the associated activity). Berry reserves the right to approve any or all detail amounts included in any Cash Call. 


		
	(B)
	Emergencies. Notwithstanding anything to the contrary in this Agreement, the Parties agree that in the event LINN reasonably believes there is an emergency involving actual or imminent loss of life, material damage to any of the Berry Assets or the environment, or substantial and immediate financial loss, LINN shall advance its own funds for any expense or expenditure that LINN determines is necessary under the circumstances as a reasonable and prudent operator to address such emergency (but only to the extent necessary to stabilize the situation and alleviate the imminent threat) without the need to make a Cash Call. If LINN takes any action pursuant to the immediately preceding sentence, then LINN shall promptly (but within any event within 48 hours) notify Berry of the taking of such action and deliver an invoice to Berry reflecting (i) the expenditures already incurred by LINN to address such emergency and (ii) LINN’s reasonable projection of expenditures to be incurred by LINN over the subsequent seven days to further address such emergency, and Berry shall promptly (and in no event later than 48 hours following receipt of such notice) reimburse and advance to LINN all such expenditures set forth such invoice. 


		
	5.4
	Monthly Settlement Statement. On the date any amounts are to be transferred pursuant to Section 5.5, LINN shall submit to Berry a “Monthly Settlement Statement” prepared substantially in the form of Exhibit C, calculating the Current Month Settlement, to the extent any such amount has not previously been accounted for in a prior Current Month Settlement or under this Agreement or otherwise accounted for prior to the Effective Date between the Parties. The “Current Month Settlement” shall be calculated (without duplication) as follows in this Section 5.4: 


		
	(i)
	the net revenue interest share of all revenues (less severance and production taxes allocable to Berry under this Agreement and paid by or on behalf of LINN) attributable to the sale of production from the Berry Properties and received by LINN; 


		
	(ii)
	less the working interest share of all direct operating expenses incurred by LINN for Berry’s account (exclusive of any expenses prepaid by Berry) (with respect to the Non-Operated Berry Properties, such direct operating expenses shall include overhead charges based on the applicable COPAS accounting procedures); 


		
	(iii)
	plus COPAS and administrative overhead credits received by LINN from other owners for the Operated Berry Properties (excluding Berry) for operations subsequent to the Effective Date; 


		
	(iv)
	less the working interest share of all capital expenditures incurred by LINN for Berry’s account related to the Berry Properties for operations; 


		
	(v)
	less the working interest share of all bonuses, lease rentals, shut-in payments, and other charges paid by LINN on behalf of Berry; 


		
	(vi)
	less the Reimbursement Expenses as stipulated in paragraph (A) of Section 5.2; 




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	(vii)
	less the Management Fee as stipulated in paragraph (B) of Section 5.2; 


		
	(viii)
	less any amounts due under Section 5.2 that remain unpaid; 


		
	(ix)
	less the Operating Property Amount due under Section 3.5; 


		
	(x)
	less any Berry Severance Fees due under Section 4.3; and 


		
	(xi)
	plus or less, as applicable, such other amounts as may be agreed to by the Parties. 


Other than the Reimbursement Expenses, Management Fee and any Berry Severance Fees, Berry shall not be charged hereunder for any internal overhead, COPAS, non-billable charges of LINN allocated by LINN to any of the Berry Properties, or COPAS overhead charges attributable to the Operated Berry Properties. 
 
		
	5.5
	Transfer of Cash. On the 15th day of each calendar month during the Term and for the three calendar months following the end of the Term, (i) if the Current Month Settlement is a positive number, then LINN shall pay to Berry via wire transfer into a Berry-owned account the Current Month Settlement and (ii) if the Current Month Settlement is a negative number, then Berry shall pay to LINN via wire transfer from a Berry-owned account into a LINN owned account the Current Month Settlement. 


		
	5.6
	Third Party Joint Interest Billings. During the Accounting Period, LINN shall provide to Berry monthly aged accounts receivable reports detailing any uncollected joint interest billings issued to Third Parties for operations conducted on the Operated Berry Properties not otherwise accounted for prior to the Effective Date between the Parties. LINN shall use commercially reasonable efforts to collect all joint interest billings so billed. At the end of the Accounting Period, Berry shall reimburse LINN for the then outstanding amount of joint billings attributable to operations on the Operated Berry Properties not otherwise accounted for prior to the Effective Date by the Parties (the “Transition JIB Balance”). After Berry reimburses LINN, Berry shall have the right to retain all amounts it collects relative to the Transition JIB Balance, and LINN shall promptly remit to Berry any amounts received relative to the Transition JIB Balance. For the avoidance of doubt nothing in this Section 5.6 is intended to, or does, require Berry to reimburse LINN for joint interest billings for which (i) LINN did not perform the associated operations or (ii) Berry has already reimbursed LINN. 


		
	5.7
	No Duplication of Payments to LINN. Notwithstanding anything contained herein to the contrary, in no event shall there be a duplication of payments to LINN under this Agreement for any matters, charges or costs of any kind which are covered by, or related to, Reimbursement Expenses, the Management Fee, and/or Cash Calls. 


		
	5.8
	Final Settlement. On or before 60 days after the end of the Accounting Period, LINN will prepare and deliver to Berry a settlement statement setting forth the cumulative amounts charged and credited under Section 5.4, the cumulative cash transfers under Section 5.5, and any other accounting transfer that is required to be made under this Agreement, including but not limited to the transfer of Suspense Funds (the “Final Settlement Statement”). As soon as reasonably practicable but not later than the 30th day following receipt of Berry’s statement hereunder, Berry shall deliver to LINN a written report containing any changes that Berry proposes be made to such statement, if any. LINN may deliver a written report to Berry during this same period reflecting any changes that LINN proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the Final Settlement Statement no later than 120 days after the end of the Accounting Period. If the Parties are unable to reach an agreement at such time, then either Party may submit the remaining matters in dispute to an Independent Expert for resolution pursuant to Section 8.3. Within ten days after the earlier of (a) the expiration of Berry’s 60-day review period without delivery of any written report or (b) the date on which the Parties finally agree on the Final Settlement Statement or the Independent Expert resolves the disputed matters, as applicable, (x) if the net amount of all entries in the Final Settlement Statement shows a balance owed to Berry, then LINN shall pay to Berry via wire transfer into a Berry-owned account such net amount due and (ii) if the net amount of all entries in the Final Settlement Statement shows a balance owed to LINN, then Berry shall pay to LINN via wire transfer into a LINN-owned account such net amount due. 


		
	6.
	Indemnification; Limitation and Exclusion of Damages. 


		
	6.1
	Indemnity and Release by Berry. 


		
	(A)
	Subject to Section 6.3 and Section 6.4, and the proviso to the last sentence of this Section 6.1(A), LINN shall have no liability to Berry for, and Berry hereby releases, and shall indemnify, defend, and hold harmless, the LINN Indemnified Parties from, each and every Claim attributable to, or arising out of, any act or omission by LINN involving or related to the Services (or Berry’s use thereof), including, but not limited to, LINN’s failure to pay or to collect sums due, erroneous or improper payment, late payment, preparation of erroneous payment statement, administration of the Suspense Funds (including any escheatment obligations related thereto), or any other such cause, EVEN IF SUCH CLAIMS ARISE OUT OF THE NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF LINN OR THE LINN INDEMNIFIED PARTIES, except for any such Claim that may result from (and only to the extent it results from) LINN’s gross negligence or willful misconduct. The foregoing release and indemnity shall expressly survive any expiration or termination of this Agreement and shall apply notwithstanding anything to the 




14







contrary contained in this Agreement (including under this Article 6); provided, however, that Berry shall have no indemnity or defense obligations to the LINN Indemnified Parties (and shall not be deemed to have released the LINN Indemnified Parties) with respect to any Claim for which LINN is required to indemnify or defend the Berry Indemnified Parties pursuant to Section 6.2. 
		
	(B)
	BERRY SPECIFICALLY AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS ANY LINN INDEMNIFIED PARTY REGARDING ANY CLAIMS ARISING FROM, OR IN CONNECTION WITH, BERRY’S OR ITS SUBCONTRACTORS’ EMPLOYEES’ ACTIVITIES ON OPERATED BERRY PROPERTIES OR LINN-OWNED PROPERTY, INCLUDING, BUT NOT LIMITED TO, ALL CLAIMS FOR BODILY INJURY, PERSONAL INJURY, ILLNESS, OR DEATH BROUGHT BY BERRY’S OR BERRY’S SUBCONTRACTOR’S EMPLOYEES AGAINST ANY LINN INDEMNIFIED PARTY, SOLELY TO THE EXTENT SUCH CLAIM RESULTS FROM OR IS ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF BERRY’S OR ITS SUBCONTRACTORS’ EMPLOYEES, EXCEPT FOR ANY SUCH CLAIM THAT MAY ARISE OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY LINN INDEMNIFIED PARTY. THIS PROVISION CONTROLS OVER ANY CONFLICTING PROVISION IN THIS AGREEMENT. 


		
	6.2
	Indemnity by LINN. 


		
	(A)
	Subject to Section 6.3 and Section 6.4, LINN shall indemnify, defend, and hold harmless Berry and its Affiliates, and their respective directors, officers, employees, agents, managers, shareholders and representatives (together with Berry, the “Berry Indemnified Parties”) from and against any and all Claims suffered by the Berry Indemnified Parties as a result of, caused by, or arising out of (i) any breach of any covenant of LINN under this Agreement, or (ii) the sole, joint or concurrent negligence, gross negligence or willful misconduct of LINN or its Affiliate in its performance or failure to perform under this Agreement; PROVIDED, HOWEVER, THAT LINN SHALL HAVE NO OBLIGATION TO INDEMNIFY THE BERRY INDEMNIFIED PARTIES UNDER THIS SECTION 6.2(A) WITH RESPECT TO ANY CLAIM ATTRIBUTABLE TO LINN’S PERFORMANCE OF ITS OBLIGATIONS UNDER SECTION 1.1 AND SECTION 1.10 UNLESS SUCH CLAIM IS A RESULT OF, IS CAUSED BY, OR ARISES OUT OF LINN’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 


		
	(B)
	LINN SPECIFICALLY AGREES TO FULLY DEFEND, INDEMNIFY AND HOLD HARMLESS ANY BERRY INDEMNIFIED PARTY REGARDING ANY CLAIMS ARISING FROM, OR IN CONNECTION WITH, LINN’S OR ITS SUBCONTRACTOR’S EMPLOYEES’ ACTIVITIES RELATED TO THE BERRY ASSETS, INCLUDING, BUT NOT LIMITED TO, ALL CLAIMS FOR BODILY INJURY, PERSONAL INJURY, ILLNESS, OR DEATH BROUGHT BY LINN’S OR ITS SUBCONTRACTOR’S EMPLOYEES AGAINST ANY BERRY INDEMNIFIED PARTY, EXCEPT FOR ANY SUCH CLAIM THAT MAY ARISE OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY BERRY INDEMNIFIED PARTY REGARDLESS OF WHETHER SUCH INJURY OR DEATH IS OR IS ALLEGED TO BE CAUSED BY THE SOLE, PARTIAL OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF SUCH BERRY INDEMNIFIED PARTY. THIS PROVISION CONTROLS OVER ANY CONFLICTING PROVISION IN THIS AGREEMENT. 


		
	6.3
	Limitation of Liability. The total and cumulative liability of LINN arising out of, relating to, or in connection with, any performance or lack of performance of the Services, including for indemnification obligations and damages pursuant to this Article 6 (whether a claim therefor is based on warranty, contract, tort (including negligence or strict liability), statute, or otherwise) shall not exceed the aggregate Service Fees paid to LINN by Berry under this Agreement; provided, however, that this Section 6.3 shall not apply to any liability of LINN arising out of, relating to, or in connection with LINN’s gross negligence or willful misconduct. 


 
		
	6.4
	Exclusion of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH, ANY PERFORMANCE OR LACK OF PERFORMANCE UNDER THIS AGREEMENT FOR INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR LOSS BY REASON OF COST OF CAPITAL), EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM THEREFOR IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE, SAVE AND EXCEPT ANY SUCH DAMAGES PAYABLE WITH RESPECT TO THIRD PARTY CLAIMS. NOTWITHSTANDING ANYTHING IN THIS SECTION 6.4 TO THE CONTRARY, NEITHER PARTY’S RECOVERY FOR LOST PROFITS, LOSS OF USE, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, OR LOSS BY REASON OF COST OF CAPITAL SHALL BE LIMITED TO THE EXTENT CONSTITUTING DIRECT DAMAGES. EACH PARTY AGREES AND ACKNOWLEDGES THAT THE RISK ALLOCATION AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL TO EACH PARTY’S BENEFIT OF THE BARGAIN UNDER THIS AGREEMENT. NEITHER PARTY SHALL ALLEGE THAT ANY REMEDY OR ANY PROVISION OF THIS AGREEMENT FAILS OF ITS ESSENTIAL 




15







PURPOSE AND THE LIMITATIONS IN THIS ARTICLE 6 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. 
		
	7.
	Insurance. In support of its indemnity obligations under this Agreement, but as a separate and independent obligation, Berry shall obtain and maintain in force throughout the Term insurance coverage from insurance providers with A.M. Best ratings of A-, VII or better, in the amounts and types as further described on Exhibit D. All deductibles shall be for the account of Berry and to the extent of the indemnities and liabilities contractually assumed by Berry under this Agreement, Berry shall cause the LINN Indemnified Parties to be added as insureds with respect to all insurance policies (excluding Worker’s Compensation and Employer’s Liability). Berry shall further cause its insurers to waive, and Berry hereby does waive, any rights of subrogation or recovery against any LINN Indemnified Parties; all such insurance required of Berry hereunder shall be primary coverage to any insurance maintained by any LINN Indemnified Parties. Berry, upon LINN’s request, shall provide certificates evidencing the insurance coverages required under this Agreement. The obligations of Berry, with respect to the maintenance of insurance under this Agreement, are in support of, but separate and apart from, Berry’s indemnification obligations under this Agreement. To the extent applicable, for the purposes of Title 6, Chapter 127 of the Texas Civil Practice and Remedies Code, commonly known as the Texas Oilfield Anti-Indemnity Act, the indemnity and insurance provisions of this Agreement applicable to property damage and the indemnity and insurance provisions applicable to personal injury, bodily injury, and death shall be deemed separate for interpretation, enforcement, and other purposes. The Parties agree that in order to be in compliance with the Texas Oilfield Anti-Indemnity Act regarding mutually assumed indemnification for the other Party’s sole or concurrent negligence, each Party shall carry supporting insurance in equal amounts of the types and in the minimum amounts as specified in the insurance requirements hereunder. All indemnities in this Agreement shall only be effective to the maximum extent permitted by Applicable Law. The Parties hereby incorporate Title 6, Chapter 127 of the Texas Civil Practice and Remedies Code as part of this Agreement and agree to the limits of that statute. If LINN does not carry insurance in the minimum amounts as specified in the insurance requirements in regard to mutual indemnity obligations, then it is agreed that LINN has approved self-insurance as stated in the Texas Oilfield Anti-Indemnity Act and the mutual indemnification amount shall be the maximum amount carried by LINN. 


		
	8.
	Arbitration. 


		
	8.1
	General. Any and all claims, disputes, controversies or other matters in question arising out of or relating to an audit dispute under Section 2.8, a disagreement on the list of Berry Operating Property under paragraph (B) of Section 3.5, calculation of the Monthly Settlement Statement under Section 5.4, or calculation of the Final Settlement Statement under Section 5.8, or any amounts therein or revisions thereto (all of which are referred to herein as “Disputes,” which term shall not include any other claims, disputes, controversies or other matters in question arising under this Agreement) shall be resolved in the manner prescribed by this Article 8. 


		
	8.2
	Senior Management. If a Dispute occurs that the senior representatives of the Parties responsible for this Agreement have been unable to settle or agree upon within a period of 15 days after such Dispute arose, then each Party shall nominate and commit one of its senior officers to meet at a mutually agreed time and place not later than 30 days after such Dispute arose to attempt to resolve same. If such senior management have been unable to resolve such Dispute within a period of 15 days after such meeting, or if such meeting has not occurred within 45 days after such Dispute arose, then either Party to such Dispute shall have the right, by written notice to the other Party to such Dispute, to resolve such Dispute through the relevant Independent Expert pursuant to Section 8.3. 


		
	8.3
	Dispute Resolution by Independent Expert. 


		
	(A)
	Each Party shall have the right to submit each Dispute to an independent expert appointed in accordance with this Section 8.3 (each, an “Independent Expert”), who shall serve as sole arbitrator. The Independent Expert shall be appointed by mutual agreement of the Parties from among candidates with experience and expertise in the area that is the subject of such Dispute, and failing such agreement, such Independent Expert for such Dispute shall be selected in accordance with the rules of the Commercial Arbitration Rules and Mediation Procedures (the “Rules”) of the AAA. 


 
		
	(B)
	Each Dispute to be resolved by an Independent Expert shall be resolved in accordance with mutually agreed procedures and rules, including with regard to written discovery, depositions, summary judgment motions, prehearing procedures, and date, time, location and length of the hearing, and failing such agreement, in accordance with the Rules to the extent such Rules do not conflict with the provisions of this Agreement. The Independent Expert shall be instructed by the Parties to resolve such Dispute as soon as reasonably practicable in light of the circumstances, but in no case later than 30 days after conclusion of the arbitration hearing. The Independent Expert shall support the decision and award with a reasoned, written opinion. The decision and award of the Independent Expert shall be binding upon the Parties as an award under the Federal Arbitration Act and final and non-appealable to the maximum extent permitted by Applicable Law, and judgment thereon may be entered in a court of competent jurisdiction and enforced by any Party as a final judgment of such court. 


		
	(C)
	The charges and expenses of the arbitrator shall be shared one-half by Berry and one-half by LINN. 




16







		
	8.4
	Limitation on Arbitration. ALL OTHER DISAGREEMENTS, DIFFERENCES, OR DISPUTES ARISING BETWEEN THE PARTIES UNDER THE TERMS OF THIS AGREEMENT (AND NOT COVERED BY THE DEFINITION OF “DISPUTES” SET FORTH IN SECTION 8.1) SHALL NOT BE SUBJECT TO ARBITRATION AND SHALL BE DETERMINED BY THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS UNLESS THE PARTIES OTHERWISE MUTUALLY AGREE. 


		
	9.
	Miscellaneous. 


		
	9.1
	Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns; provided, however, that this Agreement and all rights and obligations hereunder cannot be assigned by either Party (by operation of law or otherwise) without the prior written consent of the other Party, such consent to be at such other Parties’ sole discretion. 


		
	9.2
	Entire Agreement. Except for and without limiting either Party’s rights under the Berry Consensual Plan, this Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement (including the Services). Notwithstanding the foregoing, in the event of a conflict between the provisions of this Agreement and the Berry Consensual Plan, the terms of the Berry Consensual Plan shall prevail. For the avoidance of doubt, the Agency Agreement and Power of Attorney dated March 5, 2014, executed by Berry and LOI has been terminated and is of no further force or effect. 


 
		
	9.3
	Amendment. This Agreement may be amended or modified only by written instrument executed by the authorized representatives of LINN and Berry, respectively. 


		
	9.4
	Choice of Law. The provisions of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflicts of laws principles thereof. Subject to Article 8, each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the United States Bankruptcy Court for the Southern District of Texas over any suit, action, or proceeding arising out of or relating to this Agreement. 


		
	9.5
	No Recourse. All Claims that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement, may be made only against the Persons that are expressly identified as Parties (i.e., LINN or Berry). No Person who is not a named party to this Agreement, including any past, present or future direct or indirect director, officer, employee, incorporator, member, manager, partner, equity holder, Affiliate, agent, attorney or representative of any named Party to this Agreement (“Non-Party Affiliates”), shall have any liability (whether in contract or in tort or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates) for any obligations or liabilities arising under, in connection with or related to this Agreement or for any claim based on, in respect of, or by reason of this Agreement or its negotiation or execution, and each Party waives and releases all such liabilities, claims and obligations against any such Non-Party Affiliates. Non-Party Affiliates are expressly intended as third-party beneficiaries of this provision of this Agreement. 


		
	9.6
	Unenforceable Provisions. Any provision in this Agreement that might otherwise be invalid or unenforceable because of the contravention of any Applicable Law shall be deemed to be amended to the extent necessary to remove the cause of such invalidation or unenforceability, and such provision, as amended, shall remain in full force and effect. 


		
	9.7
	No Set-Off. Except as mutually agreed to in writing by LINN and Berry, neither Party shall have any right of set-off or other similar rights with respect to (i) any amounts received pursuant to this Agreement or (ii) any other amounts claimed to be owed to the other Party arising out of this Agreement or any other agreement between the Parties. 


 


17







		
	9.8
	Notices. 


		
	(A)
	All notices, consents, waivers and other communications under this Agreement must be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by email (with read receipt requested, with the receiving Party being obligated to respond affirmatively to any read receipt requests delivered by the other Party), (c) received by the addressee, if sent by a delivery service (prepaid, receipt requested) or (d) received by the addressee, if sent by registered or certified mail (postage prepaid, return receipt requested), in each case to the appropriate addresses and representatives (if applicable) set forth below, except as provided in paragraph (B) of this Section 9.8, (or to such other addresses and representatives as a Party may designate by notice to the other Party): 


		
	(i)
	If to LINN, then to: 


Linn Operating, Inc. 
600 Travis Street 
Houston, Texas 77002 
Attn: Arden Walker 
Phone: [(281) 840-4000 
E-mail: awalker@linnenergy.com 
with copies (which shall not constitute notice) to: 
Linn Operating, Inc. 
600 Travis Street 
Houston, Texas 77002 
Attn: General Counsel 
Phone: (281) 840-4000 
E-mail: cwells@linnenergy.com 
Kirkland & Ellis LLP 
600 Travis Street, Suite 3300 
Houston, Texas 77002 
Attn:    Anthony Speier, P.C.; David M. Castro, Jr. 
Phone: (713) 835-3607; (713) 835-3609 
E-mail: anthony.speier@kirkland.com 
david.castro@kirkland.com 
 
		
	(ii)
	If to Berry: 


Berry Petroleum Company, LLC 
5201 Truxtun Avenue, Suite 100 
Bakersfield, California 93309 
Attn: Arthur T. Smith, Chief Executive Officer 
Phone: (214) 384-3966 
E-mail: tsmith@bry.com 
with a copy (which shall not constitute notice) to: 
Norton Rose Fulbright US LLP 
1301 McKinney, Suite 5100 
Houston, Texas 77010-3095 
Attn: John G. Mauel, Partner 
Phone: (713) 651-5173 
E-mail: john.mauel@nortonrosefulbright.com 
		
	(B)
	Any notice required under Article 1 shall be delivered in the manner described by paragraph (A) of this Section 9.8 when delivered to: 


		
	(i)
	If to LINN, then to: 


Linn Operating, Inc. 
600 Travis Street 
Houston, Texas 77002 
Attn: Jamin McNeil 
Phone: 281-840-4000 
E-mail: 281-840-4000 


18







with copies (which shall not constitute notice) to: 
Linn Operating, Inc. 
600 Travis Street 
Houston, Texas 77002 
Attn: General Counsel 
Phone: (281) 840-4000 
E-mail: cwells@linnenergy.com 
		
	(ii)
	If to Berry: 


Berry Petroleum Company, LLC 
5201 Truxtun Avenue, Suite 100 
Bakersfield, California 93309 
Attn: Arthur T. Smith, Chief Executive Officer 
Phone: (214) 384-3966 
E-mail: tsmith@bry.com 
 
with a copy (which shall not constitute notice) to: 
Norton Rose Fulbright US LLP 
1301 McKinney, Suite 5100 
Houston, Texas 77010-3095 
Attn: John G. Mauel, Partner 
Phone: (713) 651-5173 
E-mail: john.mauel@nortonrosefulbright.com 
		
	9.9
	Independent Contractor. LINN shall act solely as independent contractors, and nothing herein shall at any time be construed to create the relationship of employer and employee, partnership, principal and agent, broker or finder, or joint venturers as between Berry and LINN. Except as expressly provided herein, neither Party shall have any right or authority, and shall not attempt to enter into any contract, commitment, or agreement or to incur any debt or liability of any nature, in the name of or on behalf of the other Party. 


		
	9.10
	No Third Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement shall entitle any Person other than the Parties, the LINN Indemnified Parties, and the Berry Indemnified Parties, or their respective successors and assigns, to any claim, cause of action, remedy, or right of any kind under this Agreement. 


		
	9.11
	Execution in Counterparts. This Agreement may be executed simultaneously in two or more counterparts (including by means of facsimile or email of a portable document format (pdf) of the signature pages), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. 


		
	9.12
	No Strict Construction. Berry and LINN participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by Berry and LINN, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of the authorship of any provision of this Agreement. Without limitation as to the foregoing, no rule of strict construction construing ambiguities against the draftsperson shall be applied against either Party with respect to this Agreement. 


		
	9.13
	Force Majeure. Continued performance of a portion of the Services may be suspended immediately to the extent such performance is prevented by any event or condition beyond the reasonable control of LINN, including acts of God, fire, labor strike or trade disturbance, war, terrorism, civil commotion, inability to procure labor, unavailability of equipment, compliance in good faith with any Applicable Law (whether or not it later proves to be invalid), or any other cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of LINN (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, LINN shall (i) use all reasonable efforts to 


mitigate the effect of such Force Majeure Event, (ii) give notice to Berry of the occurrence of the Force Majeure Event giving rise to the suspension and of its nature and anticipated duration, and (iii) during such Force Majeure Event, shall keep Berry reasonably advised of its efforts to overcome such Force Majeure Event. 
		
	9.14
	Interpretation. Unless otherwise expressly provided in this Agreement, for purposes of this Agreement, the following rules of interpretation shall apply: 


		
	(i)
	Calculation of Time Period. When calculating the period of time before which, within which, or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is a day other than a Business Day, then the period in question shall end on the next succeeding Business Day; 


		
	(ii)
	Dollars. Any reference in this Agreement to $ means United States dollars; 




19







		
	(iii)
	Exhibits and Schedules. All Exhibits and Schedules attached or annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, and any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement; 


		
	(iv)
	Gender and Number. Any reference in this Agreement to gender includes all genders, and words imparting the singular number only include the plural and vice versa; 


		
	(v)
	Headings. The division of this Agreement into Articles, Sections, and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation of this Agreement, and all references in this Agreement to any “Section” or “Article” are to the corresponding Section or Article of this Agreement unless otherwise specified; 


		
	(vi)
	Herein. Words such as “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear, unless the context otherwise requires; 


		
	(vii)
	Including. The word “including” or any variation thereof means “including, without limitation,” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and 


 
		
	(viii)
	Statute. Unless otherwise specified, references to a statute means such statute as amended from time to time and includes any successor legislation thereto and any rules or regulations promulgated thereunder. 


		
	9.15
	Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement is not performed in accordance with the terms hereof, including if LINN fails to perform the Services or to take any other action required of it hereunder, and that the Parties shall be entitled to an injunction or injunctions without proof of damages or posting a bond or other security to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled under Applicable Law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a Party from pursuing other rights and remedies to the extent available under this Agreement, under Applicable Law or in equity. The right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right, neither LINN nor Berry would have entered into this Agreement. 


		
	9.16
	Confidentiality. The terms of this Agreement and any information obtained pursuant to this Agreement shall be kept confidential by the Parties, except (i) disclosure of matters that become a matter of public record as a result of the bankruptcy case referenced in the Recitals and the filings related thereto, (ii) to the extent required by Applicable Law, (iii) to the extent that this Agreement is the subject of an action for enforcement of its terms or for the breach thereof, or (iv) to the extent that disclosure of this Agreement is required by a court of law. In the event that disclosure as described in the preceding clause (iv) is sought, the Party from whom it is sought shall immediately notify the other Party, and shall diligently pursue protection of the confidentiality of the information sought to be disclosed through objections to disclosure, motions for protective orders and other protections provided by rule of Applicable Law. 


		
	9.17
	Joint and Several Liability. Each of LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II shall be collectively responsible for, and shall have joint and several liability under this Agreement with respect to, the obligations of LINN under this Agreement. 


		
	9.18
	Expenses. Other than as expressly set forth in this Agreement, the Parties shall bear their own respective expenses (including all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with this Agreement and the transactions contemplated hereby. 


[Signature Page Follows] 
 


20







IN WITNESS WHEREOF, the undersigned representatives of each of the Parties has executed this Agreement on the date first above written to be effective for all purposes as of the Effective Date. 
 
	
		
	Berry:

	BERRY PETROLEUM COMPANY, LLC

	 
	 

	By:
	/s/ Arthur T. Smith

	Name:
	Arthur T. Smith

	Title:
	Chief Executive Officer

	 

	LINN:

	LINN OPERATING, INC.

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	LINN MIDSTREAM, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	LINN ENERGY, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	LINNCO, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer




 


21







 
	
					
	 
	LINN ENERGY FINANCE CORP.

	 
	 

	 
	[REVIEWED LEGAL]

	 
	By:
	/s/ Arden L. Walker, Jr.

	 
	Name:
	Arden L. Walker, Jr.

	 
	Title:
	Executive Vice President and Chief
Operating Officer

	 
	 

	 
	LINN EXPLORATION & PRODUCTION MICHIGAN LLC

	 
	 

	 
	[REVIEWED LEGAL]

	 
	By:
	/s/ Arden L. Walker, Jr.

	 
	Name:
	Arden L. Walker, Jr.

	 
	Title:
	Executive Vice President and Chief
Operating Officer

	 
	 

	 
	LINN EXPLORATION MIDCONTINENT, LLC

	 
	 

	 
	[REVIEWED LEGAL]

	 
	By:
	/s/ Arden L. Walker, Jr.

	 
	Name:
	Arden L. Walker, Jr.

	 
	Title:
	Executive Vice President and Chief
Operating Officer

	 
	 

	 
	LINN MIDWEST ENERGY LLC

	 
	 

	 
	[REVIEWED LEGAL]

	 
	By:
	/s/ Arden L. Walker, Jr.

	 
	Name:
	Arden L. Walker, Jr.

	 
	Title:
	Executive Vice President and Chief

	 
	Operating Officer
	 

	 
	 

	 
	MID-CONTINENT I, LLC

	 
	 

	 
	[REVIEWED LEGAL]

	 
	By:
	/s/ Arden L. Walker, Jr.

	 
	Name:
	Arden L. Walker, Jr.

	 
	Title:
	Executive Vice President and Chief
Operating Officer




 


22







 
	
		
	MID-CONTINENT II, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	MID-CONTINENT HOLDINGS I, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	MID-CONTINENT HOLDINGS II, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer

	 

	LINN ENERGY HOLDINGS, LLC

	 

	[REVIEWED LEGAL]

	By:
	/s/ Arden L. Walker, Jr.

	Name:
	Arden L. Walker, Jr.

	Title:
	Executive Vice President and Chief
Operating Officer




 


23








Exhibit A 
DEFINITIONS 
“AAA” means the American Arbitration Association. 
“Access Period” shall have the meaning ascribed to it in Section 4.1. 
“Accounting Period” means the Transition Period (as the same may be extended pursuant to Section 2.9) through the date that is the last day of the second full calendar month thereafter. 
“AFE” shall have the meaning ascribed to it in Section 1.2. 
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly (through one or more intermediaries) Controls, is Controlled by, or is under common Control with, such specified Person. 
“Agreement” shall have the meaning ascribed to it in the Preamble. 
“Applicable Law” means any applicable principle of common law, statute, law, rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Authority. 
“Assigned Operating Contract” shall have the meaning ascribed to it in paragraph (C) of Section 3.2. 
“Available Employee” means any employee listed on Schedule 6. 
“Berry” shall have the meaning ascribed to it in the Preamble. 
“Berry Assets” shall have the meaning ascribed to it in paragraph (B) of Section 3.1. 
“Berry Consensual Plan” shall have the meaning ascribed to it in the Recitals. 
“Berry Contracts” shall have the meaning ascribed to it in clause (v) of paragraph (C) of Section 3.1. 
“Berry Employee” means any employee designated as a “Berry Employee” on Schedule 6. 
“Berry Equipment” shall have the meaning ascribed to it in clause (ii) of paragraph (C) of Section 3.1. 
“Berry Estate” shall have the meaning given to the term “Berry Debtors’ Estate” in the LINN Consensual Plan. 
 
“Berry Facilities” shall have the meaning ascribed to it in clause (iv) of paragraph (B) of Section 3.1. 
“Berry G&G Data” shall have the meaning ascribed to it in clause (vi) of paragraph (C) of Section 3.1. 
“Berry Indemnified Parties” shall have the meaning ascribed to it in paragraph (A) of Section 6.2. 
“Berry Leasehold and Mineral Interests” shall have the meaning ascribed to it in clause (i) of paragraph (B) of Section 3.1. 
“Berry-LINN Employee” means any employee designated as a “Berry-LINN Employee” on Schedule 6. 
“Berry Operating Contracts” shall have the meaning ascribed to it in paragraph (A) of Section 3.2. 
“Berry Operating Equipment” shall have the meaning ascribed to it in paragraph (A) of Section 3.5. 
“Berry Operating Property” shall have the meaning ascribed to it in paragraph (A) of Section 3.5. 
“Berry Operating Yard Equipment” shall have the meaning ascribed to it in paragraph (A) of Section 3.5. 
“Berry Permits” shall have the meaning ascribed to it in clause (iv) of paragraph (C) of Section 3.1. 
“Berry Properties” shall have the meaning ascribed to it in clause (ii) of paragraph (B) of Section 3.1. 


Exhibit A, Page 1







“Berry Receivables” means all expenditures incurred by Berry (or LINN or its Affiliate on behalf of Berry) in connection with the ownership, operation and maintenance of the Berry Properties (including rentals, overhead, royalties, Lease option and extension payments, Taxes and other charges and expenses billed under applicable operating agreements or governmental statute(s)) and billed by Berry (or LINN or its Affiliate on behalf of Berry) to Third Party working interest owners, which remain outstanding and owed to Berry (or LINN or its Affiliate on behalf of Berry); 
“Berry Records” shall have the meaning ascribed to it in clause (ix) of paragraph C of Section 3.1. 
“Berry Related Assets shall have the meaning ascribed to it in paragraph C of Section 3.1. 
“Berry Severance Fees” shall have the meaning ascribed to it in Section 4.3. 
 
“Berry Shared Contracts” shall have the meaning ascribed to it in paragraph (A) of Section 3.2. 
“Berry Software” shall have the meaning ascribed to it in clause (xii) of paragraph (C) of Section 3.1. 
“Berry Statement of Assets and Liabilities” shall have the meaning ascribed to it in the Recitals. 
“Berry Wells” shall have the meaning ascribed to it in clause (ii) of paragraph (B) of Section 3.1. 
“Business Day” means any day, other than Saturday or Sunday, on which commercial banks are open for commercial business with the public in the state(s) in which the Berry Assets are located and Houston, Texas. 
“Cash Call” shall have the meaning ascribed to it in paragraph (A) of Section 5.3. 
“Change of Operator Forms” shall have the meaning ascribed to it in clause (i) of Section 3.3. 
“Claim” means any claim, demand, liability, suit, cause of action (whether in contract, tort otherwise), loss, cost, and expense of every kind and character. 
“Contract” means any agreement, contract, obligation, promise or undertaking (other than a Lease or other instrument creating or evidencing an interest in the Berry Properties) related to or used in connection with the operations of any Berry Properties that is legally binding. 
“Control” means the ability (directly or indirectly through one or more intermediaries) to direct or cause the direction of the management or affairs of a Person, whether through the ownership of voting interests, by contract or otherwise. 
“COPAS” shall mean the Council of Petroleum Accountants Societies, Inc. 
“Current Month Settlement” shall have the meaning ascribed to it in Section 5.4. 
“Dispute” shall have the meaning ascribed to it in Section 8.1. 
“Effective Date” shall have the meaning ascribed to it in the Berry Consensual Plan. 
“Excluded LINN Records and Data” means (a) the general corporate files and records of LINN and its non-Berry Affiliates, insofar as they relate to the business of LINN or its non-Berry Affiliate generally and are not required for the future ownership or operation of the Berry Assets; (b) all legal files and records (other than title opinions) other than legal files directly related to Claims associated with Berry or the Berry Assets; (c) federal or state income, franchise or margin tax files and records of LINN or its non-Berry Affiliates; (d) employee files (other than any employee files for Available Employees hired by Berry pursuant to Article 4 that may be transferred to Berry without violating Applicable Law); (e) reserve evaluation information or economic projections other than those related specifically to the Berry Assets; (f) records relating to the sale of the Berry Assets, including competing bids (g) proprietary data, information and data under contractual restrictions on assignment or disclosure for which no consent has been given; (h) privileged information (other than title opinions) and (i) any other files or records to the extent relating solely to any property or activities of LINN or its non-Berry affiliates. 


Exhibit A, Page 2







“Final Settlement Statement” shall have the meaning ascribed to it in Section 5.8. 
“Force Majeure Event” shall have the meaning ascribed to it in Section 9.13. 
“Full Management Fee” shall have the meaning ascribed to it in paragraph (B) of Section 5.2. 
“Governmental Authority” means any court or tribunal (including an arbitrator or arbitral panel) in any jurisdiction (domestic or foreign) or any federal, tribal, state, county, municipal or other governmental or quasi-governmental body, agency, authority, department, board, commission, bureau, official or other authority or instrumentality. 
“Hill Field Offices” shall have the meaning ascribed to it in clause (i) of paragraph (C) of Section 3.1. 
“Hugoton Field Offices” means the real property described on Schedule 11 and all field offices located thereon. 
“Hydrocarbons” means oil, gas, minerals, and other gaseous and liquid hydrocarbons, or any combination of the foregoing, produced from and attributable to the Berry Properties. 
“Independent Expert” shall have the meaning ascribed to it in paragraph (A) of Section 8.3. 
“Lease” means any oil and gas lease, oil, gas and mineral lease or sublease, or other leasehold interest, and the leasehold estates created thereby, including carried interests, rights of recoupment, options, reversionary interests, convertible interests and rights to reassignment. 
“Leasehold Interest” means, with respect to a Lease, a working or other interest in and to such Lease. 
“LC” shall have the meaning ascribed to it in the Preamble. 
“LEF” shall have the meaning ascribed to it in the Preamble. 
“LEH” shall have the meaning ascribed to it in the Preamble. 
“LEM” shall have the meaning ascribed to it in the Preamble. 
“LE&PM” shall have the meaning ascribed to it in the Preamble. 
“Letters in Lieu” shall have the meaning ascribed to it in clause (ii) of Section 3.3.  
“Liabilities” means any and all claims, rights, demands, causes of action, liabilities, obligations, damages, losses, fines, penalties, sanctions of every kind and character (including reasonable fees and expenses of attorneys, technical experts and expert witnesses), judgments or proceedings of any kind or character whatsoever, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and whether arising or founded in Applicable Law or voluntary settlement, and all reasonable expenses, costs and fees (including reasonable attorneys’ fees) in connection therewith. 
“Limited Management Fee” shall have the meaning ascribed to it in paragraph (B) of Section 5.2. 
“LINN” shall have the meaning ascribed to it in the Preamble. 
“LINN Consensual Plan” shall have the meaning ascribed to it in the Recitals. 
“LINN Estate” shall have the meaning given to the term “Linn Debtors’ Estate” in the LINN Consensual Plan. 
“Linn Energy” shall have the meaning ascribed to it in the Preamble. 
“LINN Indemnified Parties” shall mean LINN and its Affiliates, and its and their equity holders, directors, officers, employees, consultants, accountants, counsel, advisors, and agents. 
“LM” shall have the meaning ascribed to it in the Preamble. 
“LME” shall have the meaning ascribed to it in the Preamble. 


Exhibit A, Page 3







“LOI” shall have the meaning ascribed to it in the Preamble. 
“Management Fee” shall have the meaning ascribed to it in paragraph (B) of Section 5.2. 
“MC-I” shall have the meaning ascribed to it in the Preamble. 
“MC-II” shall have the meaning ascribed to it in the Preamble. 
“MCH-I” shall have the meaning ascribed to it in the Preamble. 
“MCH-II” shall have the meaning ascribed to it in the Preamble. 
“Mineral Interest” means any mineral fee interest, mineral right or mineral servitude, including non-participating royalty interests and other rights of a similar nature, whether legal or equitable, whether vested or contingent. 
“Mirrored Licenses” shall have the meaning ascribed to it in paragraph (B) of Section 1.13. 
“Monthly Settlement Statement” shall have the meaning ascribed to it in Section 5.4. 
 
“Monthly Statement” shall have the meaning ascribed to it in Section 1.11. 
“New Production Environment” shall have the meaning ascribed to it in Section 1.13(B) of Exhibit B. 
“Non-Operated Berry Properties” shall mean the portion of the Berry Properties currently operated by a Third Party or operated by LINN as an agent for a Person other than Berry, as so identified on Schedule 1 and Schedule 2 (which Non-Operated Berry Properties include the Hugoton properties and do not include the Hill properties). 
“Non-Party Affiliate” shall have the meaning ascribed to it in Section 9.5. 
“Offer Period” shall have the meaning ascribed to it in Section 4.2. 
“Operated Berry Properties” shall mean that portion of the Berry Properties currently operated by LINN as agent for Berry, as so identified on Schedule 1 and Schedule 2 (which Operated Berry Properties include the Hill properties and do not include the Hugoton properties). 
“Operating Property Amount” shall have the meaning ascribed to it in paragraph (C) of Section 3.5. 
“Party” or “Parties” shall have the meaning ascribed to it in the Preamble. 
“Person” means any individual, corporation (including any non-profit corporation), partnership, limited liability company, joint venture, estate, trust, association, organization or other entity or Governmental Authority. 
“Reference Period” shall have the meaning ascribed to it in Section 1. 
“Reimbursement Expenses” shall have the meaning ascribed to it in paragraph (A) of Section 5.2. 
“Representatives” shall mean LINN’s existing personnel, including its current employees, contractors, attorneys, agents, representatives, and consultants. 
“Rules” shall have the meaning ascribed to it in paragraph (A) of Section 8.3. 
“Separation Period” means the period between the first day following the Transition Period (as the same may be extended pursuant to Section 2.9) and the end of the Accounting Period. 
“Service Fees” shall have the meaning ascribed to it in paragraph (B) of Section 5.2. 
“Services” shall have the meaning ascribed to it in Section 1. 
“Surface Rights” means all surface leases, subsurface leases, rights-of-way, licenses, easements and other surface or subsurface rights agreements applicable to, used, or held in connection with the ownership, operation, maintenance or repair of, or the production, 


Exhibit A, Page 4







gathering, treatment, processing, storing, sale or disposal of Hydrocarbons or produced water from, the Berry Properties, together with all surface fee interests in the lands covered by the Berry Leasehold and Mineral Interests.  
“Suspense Funds” means proceeds of production and associated penalties and interest in respect of any of the Operated Berry Properties that are payable to Third Parties and are being held in suspense by LINN as the operator of such Operated Berry Properties. 
“Term” shall have the meaning ascribed to it in paragraph (A) of Section 5.1. 
“Third Party” means any Person other than Berry or LINN or any of their Affiliates. 
“Transferred Hardware” means the equipment described on Schedule 8, unless Berry notifies LINN in writing within 30 days after the Effective Date that Berry does not want one or more items on Schedule 8 to be included as Transferred Hardware. 
“Transition JIB Balance” shall have the meaning ascribed to it in Section 5.6. 
“Transition Period” means the period from the Effective Date through the date that is the last day of the second full calendar month after the Effective Date (as the same may be extended pursuant to Section 2.9). 
“Vehicles” shall have the meaning ascribed to it in clause (xiv) of paragraph (C) of Section 3.1. 
 


Exhibit A, Page 5








Exhibit B 
SERVICES 
 
	
			
	#
	Service
	General Description

	1.1
	Operator Services
	•   Manage and oversee day-to-day operation of the Operated Berry Properties, including operation and management of existing wells, structures, equipment, and facilities

	 
	 
	•   Supervise personnel, subcontractors, suppliers, vendors, etc.

	 
	 
	•   Monitor production and prepare and submit any necessary forms or reports as required by regulatory agencies

	 
	 
	•   Dispose of all salt water and waste materials

	 
	 
	•   Perform field operations

	 
	 
	•   Account for and disburse production (limited to the production of Hydrocarbons from the Berry Assets prior to the end of the Transition Period)

	 
	 
	•   Administer the Suspense Funds; provided, however, that Berry will assume the Suspense Funds (including any escheatment obligations related thereto) as of the first day following the Transition Period; provided, however, further, that prior to the end of the Transition Period, LINN will provide, or cause to be provided, any and all documentation in LINN’s possession necessary for Berry to administer the Suspense Funds following the end of the Transition Period

	1.2
	Non-Operator Services
	•   Monitor operation of the Non-Operated Berry Properties

	 
	 
	•   Collect revenues on behalf of Berry

	 
	 
	•   Review operating expense statements; request additional information from, and address any concerns with, the Third Party operators (if necessary); and pay applicable operating expenses

	 
	 
	•   Process non-operated joint interest billing invoices

	1.3
	Permits
	•   Maintain all Permits

	 
	 
	•   Take reasonable action necessary to transfer or assign all Berry Permits held in the name of LINN, contingent upon Berry’s obligations described in Sections 1.3 and paragraph (A) of 3.4)

	1.4
	Transportation and Marketing
	•   Manage (or, if applicable, oversee provision by a Third Party approved by Berry of) midstream services, transportation and marketing services, gas control services, and other similar services to physically and financially sell the production from the Operated Berry Properties

	1.5
	Well Maintenance
	•   Provide supervision for all workover operations, recompletion operations, and any type of remedial operation or well service operation with respect to the Operated Berry Properties

	 
	 
	•   Contract with supervisory personnel for onsite supervision as required (but in no event will LINN be required to add contract onsite supervision above the level of supervision currently provided)

	 
	 
	•   Establish and maintain well files containing information on operations performed in connection with each such well

	1.6
	Payment Services
	•   Pay lease rentals, shut-in royalties, minimum royalties, payments in lieu of production, royalties, overriding royalties, production payments, net profit payments, and other similar payments associated with the Operated Berry Properties; provided, however, that, in the case of payments related to production from the Operated Berry Properties other than shut-in payments during the Term, these obligations shall be limited to payment obligations arising from production from the Operated Berry Properties prior to the end of the Transition Period

	 
	 
	•   Pay operating costs and invoices that are required to be paid under the terms and provisions of the applicable agreements and which are attributable to the ownership, operation, use, or maintenance of the Berry Properties

	1.7
	Lease and Land Administration
	•   Provide all land, land administration, lease, and title services with respect to the Berry Properties, in each case in the ordinary course of LINN’s business and in no case requiring additional services beyond those currently performed by LINN, including:

	 
	 
	•   Administer all leases and agreements relating to the Berry Properties

	 
	 
	•   Maintain and update all lease, ownership, contract and property records and databases relating to the Berry Properties through changes received at the end of the second calendar month following the Effective Date to the extent practicable






Exhibit B, Page 1







	
			
	#
	Service
	General Description

	 
	 
	•   Maintain all land, contract, division of interest, lease files, and other files relating to the subject lands, lease and land administration functions

	 
	 
	•   Maintain and update all royalty and suspense accounts, reports and databases

	 
	 
	•   Perform such other reasonable and customary administrative services as LINN administers or causes to be administered to maintain the leases or agreements relating to the Berry Properties in the ordinary course of its business

	1.8
	Regulatory Affairs
	•   Provide services to comply with all regulatory requirements applicable to the Berry Properties

	 
	 
	•   Prepare all federal, state, regulatory and other monthly production reports related to production of Hydrocarbons from the Berry Properties prior to the end of the Transition Period; copies of said reports will be provided to Berry

	 
	 
	•   Maintain incident management reporting processes in LINN’s ordinary course of business and maintain all existing safety practices, which could include all or any of the following: internal reports, OSHA filings, safety standard operating procedures (SOPs), emergency response protocols, chemical exposure and hearing testing, drug and alcohol programs, incident follow-up and other activities to provide health and safety training; provided, however, that nothing herein will require LINN to adopt new practices or change its existing practices

	1.9
	Plugging and Abandonment
	•   Obtain necessary non-operated working interest owner approval and regulatory permits to abandon any wells included in the Operated Berry Properties when required by applicable law to be abandoned during the Transition Period
•   Provide supervision for abandonment operations and file all necessary abandonment reports after the completion of the abandonment operations

	1.10
	Environmental Compliance
	•   If LINN discovers instances of non-compliance with environmental, health, or safety laws, rules, or regulations, notify Berry of such non-compliance

	 
	 
	•   [insert any reviews, audits or other queries required to be undertaken during the Transition Period as referenced in Section 1.10]

	1.11
	Bookkeeping; Finance and  
Treasury;  
Accounting
	•   Assist with internal reporting, management of general ledger functions, asset and real property accounting, treasury and financial management services, maintenance of capital expenditure, and other operating budgets for production from the Berry Properties prior to the conclusion of Transition Period

	 
	 
	•   Monthly net lease operating statement reporting, including reasonable volume, pricing, revenue, and expense supporting detail on the 15th day after each month end during the Accounting Period

	 
	 
	•   Production and regulatory reporting related to the Berry Properties (limited to reporting related to the Berry Properties or production from the Berry Properties prior to the conclusion of the Transition Period)

	 
	 
	•   Prepare joint interest accounting and billings associated with the Berry Properties for periods prior to the end of the Transition Period

	 
	 
	•   Perform AFE tracking and status reporting relating to the Berry Properties during the Transition Period

	 
	 
	•   Perform gas balancing relating to the Berry Properties for periods and related to production prior to the end of the Transition Period

	 
	 
	•   Perform working interest and royalty owner disbursements for production from the Berry Properties prior to the end of the Transition Period

	 
	 
	•   Provide collection of accounts receivable associated with the Berry Properties relative only to periods and production prior to the end of the Transition Period

	 
	 
	•   Provide any reports currently prepared in the ordinary course of LINN’s business related to the Berry Properties that are practicably segregated to the Berry Properties in generally the same manner and timing as currently prepared by LINN; provided that in the case of reports related to payments for production of hydrocarbons, such reports will be limited to production from the Berry Properties prior to the end of the Transition Period

	 
	 
	•   Calculate, file, and remit severances taxes associated with the production from the Berry Properties prior to the end of the Transition Period

	 
	 
	•   Provide production accounting services associated with the Berry Properties for production from the Berry Properties prior to the end of the Transition Period

	 
	 
	•   Provide revenue accounting services related to the Berry Properties for production from the Berry Properties prior to the end of the Transition Period






Exhibit B, Page 2







	
			
	#
	Service
	General Description

	 
	 
	•   Provide audit function support services associated with the Berry Properties related to periods or production prior to the end of the Transition Period, limited to responsive audits and excluding any audit initiated by Berry

	 
	 
	•   Process joint interest billings associated with the Non-Operated Berry Properties related to periods prior to the end of the Transition Period

	 
	 
	•   Provide payout accounting services associated with the Berry Properties related to periods prior to the end of the Transition Period

	1.12
	Real Estate; Facilities
	•   Manage all real estate and facilities that are part of the Berry Estate in connection with the operation of the Berry Properties



	1.13(A) Part One
	Information Technology Systems – Standard Term Support During Transition Period
	•   Provide IT-related infrastructure (hardware, software, network, security, etc.), technical expertise, and services necessary to maintain the operations of the Berry Properties
 
•   Provide consultation regarding the migration to Berry’s information systems in respect to operation of the Berry Properties

	1.13(A) Part Two
	Information Technology Systems – Standard Term Support During Accounting Period
	•   Provide IT data from LINN systems in their native or export format
 
•   Provide continuing e-mail services for LINN employees performing Services under this Agreement
 
•   Provide extraction of Berry Asset related application data and transmittal of this data to Berry in their native or export format

	1.13(B)
	Information Technology Systems - Optional Additional Support
	•   Create a copy of the database(s) in existing Transferred Hardware environment, specifically related to P2 and field view (the “New Production Environment”)
 
•   Provide limited access to no more than [three] of Berry’s personnel to the New Production Environment for the limited purposes of (i) configuring the New Production Environment, (ii) loading Berry Asset related data provided by LINN under Section 1.13(A) of this Exhibit B to the New Production Environment, and (iii) creating user security permissions for New Production Environment

	1.14
	Tax
	•   Assist with, and maintain proper documentation for, the collection and remittance of federal, state, and local sales, use, and ad valorem taxes

	 
	 
	•   Prepare and distribute 1099 forms for owners for all activity for the time period LINN is responsible for the related distributions and disbursements

	1.15
	Corporate Contracts
	•   Perform, administer, and maintain existing contractual arrangements with respect to the Berry Assets and the Services performed hereunder

	1.16
	Records Retention
	•   Provide necessary assistance in the storage and retrieval of documentation and backup information to the extent related to the Berry Assets and the Services performed hereunder

	 
	 
	•   Provide, upon request from Berry, any portion of Records not already provided, including but not limited to financial information from prior periods (to the extent such information requested exists in LINN’s financial reporting system and to the extent such information is included within the definition of Records)

	 
	 
	•   Provide other types of historical data to Berry as reasonably needed in connection with Berry’s audit and tax compliance activities, government reporting, or other Third Party inquiries

	1.17
	Transition
	•   Cooperate and assist in transition to Berry of Services provided by LINN under this Agreement
 
•   Provide data and information (e.g., accounting, division of interest, land data, production data, etc.) utilized by LINN in connection with this Agreement
 
•   Provide the information that is available to LINN for Berry to begin revenue distribution, joint interest billings, and payment of capital and operating expenses, taxes, shut-in payments, etc., in each case to the extent related to the Berry Properties

	1.18
	HR; Employee Benefits; Payroll
	•   Continue to perform administration and management of human resources, employee benefits programs, and payroll services and function for LINN’s employees and independent contractors
 
•   Comply with workers compensation laws and carry and maintain other customary insurance




 
 
 
 


Exhibit B, Page 3








Exhibit C
FORM OF SETTLEMENT STATEMENT 
FOR THE PERIOD (MONTHLY DURING TRANSITION PERIOD) 
CALCULATION OF CASH TRANSFERRED: 
 
	
		
	Net revenues (as per paragraph (i) of Section 5.4)   
	$    XXX   

	less direct operating expenses   
	   XXX   

	(as per paragraph (ii) of Section 5.4)   
	 

	plus COPAS recoveries
	   XXX   

	(as per paragraph (iii) of Section 5.4)   
	 

	less capital expenditures
	   XXX   

	(as per paragraph (iv) of Section 5.4)   
	 

	less bonus, lease rentals, shut-in payments, and other charges
	   XXX   

	(as per paragraph (v) of Section 5.4)   
	 

	less Reimbursement Expenses
	   XXX   

	(as per paragraph (A) of Section 5.2)   
	 

	less Management Fee
	   XXX   

	(as per paragraph (B) of Section 5.2)   
	 

	less unpaid amounts due under Section 5.2
	   XXX   

	(as per paragraph (viii) of Section 5.4)   
	 

	less Berry Severance Fee
	   XXX   

	(as per Section 4.3)   
	 

	plus or less Other (itemized)
	   XXX   

	(as per paragraph (xi) of Section 5.4)   
	 

	 
	 

	CURRENT MONTH SETTLEMENT   
	$    XXX   

	 
	 




 




Exhibit C, Page 1








Exhibit D 
BERRY INSURANCE COVERAGE 
[EXHIBIT FOLLOWS] 
 


Exhibit D, Page 1








EXHIBIT D 
Berry’s Insurance Coverage 
		
	1)
	Worker’s Compensation covering statutory liability as an employer under applicable state and federal laws; provided such insurance is only required at the time Berry directly employees any Person, including but not limited to the Available Employees. 


		
	2)
	All-Risk Property Insurance covering all risk of direct physical loss or physical damage to or of the Berry Assets. 


		
	3)
	Commercial General Liability in the amount of $1,000,000 per occurrence covering third party liability arising out of premises and operations. 


		
	4)
	Commercial Automobile Liability in the amount of $1,000,000 per occurrence covering third party liabilities arising out of the use of owned and non-owned automobiles. 


		
	5)
	Energy, Exploration and Development Insurance covering expenses to control a well out of control, necessary redrill and restoration following blowout, and expenses to clean-up resultant pollution. 


		
	6)
	Excess Liability in the amount of $10,000,000 per occurrence covering excess third party liabilities over 2), 3), 4) and 5. 


 




Exhibit D, Page 2








Exhibit E 
MIRRORED LICENSES 
[EXHIBIT FOLLOWS] 
 
 


Exhibit E, Page 1








Exhibit E Mirrored Licenses 
 
	
			
	Application
 
	Vendor
 
	Use/Purpose
 

	OpenInvoice
	Oildex
	Accounting - AP Invoice

	Oracle - EBS
	Oracle
	Accounting - Fin Reporting

	P2 Enterprise Upstream
	P2
	Accounting - Production

	Oracle -Version 11G
	Oracle
	Database/Reporting

	Oracle Golden Gate
	Oracle
	Database/Reporting

	Hyperion/Essbase
	Oracle
	BI/Reporting

	SQL Server
	MicroSoft
	Database/Reporting

	Autocad
	CDW
	Design

	Aries
	Landmark Graphics - Halliburton
	Economics

	Rodstar & XSPOC
	Theta Oilfield Services Inc
	Engineering

	ManagerPlus
	ManagerPlus
	Facility Management

	Microsoft - Desktop OS - Win 7 and 10
	MicroSoft
	General Use

	Microsoft - Office 2010 -2016
	MicroSoft
	General Use

	OFM
	Schlumberger
	Prod Surveillance

	Petrel
	Schlumberger
	Geo Modelling

	Petra
	I.H.S.
	Geological Interp & Mapping

	Citrix
	Citrix
	IT - Infrastructure

	CommVault
	CommVault
	IT - Infrastructure

	Sanplicity - Berry SAN
	Dell
	IT - Infrastructure

	TOAD
	Dell
	IT - Infrastructure

	VMWare
	CDW/VMWare
	IT - Infrastructure

	QLS
	Quorum Business Solutions
	Land

	eRequester
	Paperless Business
	PO System

	Crystal Ball
	Oracle
	Predictive Modelling

	FieldVision
	Stroud Technology
	Production

	OVS - DiSECT
	OVS
	Production

	OSIPI
	OSI Soft
	Real time and Predictive Data

	Builder/IMEX
	CMG
	Reservoir Simulation

	WellView & SiteView
	Peloton Computer Enterprises
	Well Drilling/Workover Data




 




Exhibit E, Page 2








Exhibit F 
BILL OF SALE 
[EXHIBIT FOLLOWS] 
 


Exhibit F, Page 1








Exhibit F 
ASSIGNMENT AND BILL OF SALE 
This ASSIGNMENT AND BILL OF SALE (the “Assignment”) from Linn Operating, Inc., a Delaware corporation (“LOI”), Linn Midstream, LLC, a Delaware limited liability company (“LM”), Linn Energy, LLC, a Delaware limited liability company (“Linn Energy”), LinnCo, LLC, a Delaware limited liability company (“LC”), Linn Energy Finance Corp., a Delaware corporation (“LEF”), Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH”), Linn Exploration & Production Michigan LLC, a Delaware limited liability company (“LE&PM”), Linn Exploration Midcontinent, LLC, a Delaware limited liability company (“LEM”), Linn Midwest Energy LLC, a Delaware limited liability company (“LME”), Mid-Continent I, LLC, a Delaware limited liability company (“MC-I”), Mid-Continent II, LLC, a Delaware limited liability company (“MC-II”), Mid-Continent Holdings I, LLC, a Delaware limited liability company (“MCH-I”), Mid-Continent Holdings II, LLC, a Delaware limited liability company (“MCH-II”) (LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II are referred to in this Agreement collectively as “Assignor”; provided, however, that with respect to particular uses of the term in this Agreement, “Assignor” shall mean each, any or all of LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II as applicable to the context of such use) to Berry Petroleum Company, LLC, a Delaware limited liability company (“Assignee”), is dated effective this [1st] day of [March], 2017. Assignor and Assignee are each, individually, referred to herein as a “Party” and, collectively, as the “Parties”. Other than any term defined herein, capitalized terms used herein shall have the respective meanings set forth in that certain Transition Services and Separation Agreement dated February 28, 2017, by and between Assignor and Assignee (the “TSSA”). 
ARTICLE 1 
ASSIGNMENT OF PROPERTIES AND ASSETS 
Section 1.1 Assignment. Assignor, for and in consideration of the sum of Ten Dollars ($10) cash and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, assigns and conveys unto Assignee, and Assignee hereby accepts from Assignor, all of Assignor’s right, title and interest in and to the following: 
(a) all Berry Equipment that is part of the LINN Estate (including without limitation all such Berry Equipment described on Exhibit A, the “Berry Operating Equipment”); 
(b) all pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials located on, used or held for use on or held as inventory in connection with the ownership or operation of the Berry Assets that are part of the LINN Estate (including without limitation all such pipes, casing, tubing, tubulars, fittings, and other spare parts, supplies, tools, and materials described on Exhibit B, the “Berry Operating Yard Equipment”); 
(c) all of the equipment described on Exhibit C (the “Transferred Hardware”); and 
 
(d) all of the vehicles described on Exhibit D (the “Vehicles”, and together with the Berry Operating Equipment, the Berry Operating Yard Equipment and the Transferred Hardware, the “Berry Operating Property”). 
TO HAVE AND TO HOLD the Berry Operating Property unto Assignee, its successors and assigns, forever, subject, however, to the terms and conditions of this Assignment. 
ARTICLE 2 
DISCLAIMER 
Section 2.1 Disclaimer. The equipment and personal property included in the Berry Operating Property is assigned “AS IS, WHERE IS” WITH ALL FAULTS, AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, TITLE, INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS ARE HEREBY DISCLAIMED. 
ARTICLE 3 
ASSUMPTION OF OBLIGATIONS 
Section 3.1 Assumed Obligations. Except as otherwise provided in the TSSA and except for any Liabilities discharged or otherwise released pursuant to or in connection with the Berry Consensual Plan or the LINN Consensual Plan, Assignee assumes and agrees to 


Exhibit F, Page 2







fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations, expenses and liabilities, known or unknown, arising from, based upon or associated with the Berry Operating Property, including obligations, expenses and liabilities relating in any manner to the use, ownership or operation thereof. 
ARTICLE 4 
MISCELLANEOUS 
Section 4.1 Further Assurances. Assignor and Assignee each agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Assignment. 
Section 4.2 TSSA. This Assignment is delivered pursuant to, and hereby made subject to, the terms and conditions of the TSSA. In the event that any provision of this Assignment (other than any term defined herein) is construed to conflict with any provision of the TSSA, the provisions of the TSSA (other than with respect to terms defined herein) shall be deemed controlling to the extent of such conflict. 
Section 4.3 Successors and Assigns. This Assignment shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns. 
Section 4.4 Titles and Captions. All article or section titles or captions in this Assignment are for convenience only, shall not be deemed part of this Assignment and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except to the extent otherwise stated in this Assignment, references to “Articles” and “Sections” are to Articles and Sections of this Assignment, and references to “Exhibits” are to Exhibits attached to this Assignment, which are made parts hereof for all purposes. 
 
Section 4.5 Choice of Law. THE PROVISIONS OF THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSIGNMENT. 
Section 4.6 Joint and Several Liability. Each of LOI, LM, Linn Energy, LC, LEF, LEH, LE&PM, LEM, LME, MC-I, MC-II, MCH-I and MCH-II shall be collectively responsible for, and shall have joint and several liability under this Assignment with respect to, the obligations of Assignor under this Assignment. 
Section 4.7 Counterparts. This Assignment may be executed simultaneously in two or more counterparts (including by means of facsimile or email of a portable document format (pdf) of the signature pages), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. 
[Signature Page Follows] 
 


Exhibit F, Page 3








IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Assignment as of date set forth above: 
 
	
					
	 
	ASSIGNOR:
	 

	 
	 
	 

	 
	LINN OPERATING, INC.
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN MIDSTREAM, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN ENERGY, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINNCO, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN ENERGY FINANCE CORP.
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN EXPLORATION &
	 

	 
	PRODUCTION MICHIGAN LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




[Signature Page to Assignment] 


Exhibit F, Page 4









	
					
	 
	LINN EXPLORATION MIDCONTINENT, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN MIDWEST ENERGY LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	MID-CONTINENT I, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	MID-CONTINENT II, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	MID-CONTINENT HOLDINGS I, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	MID-CONTINENT HOLDINGS II, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




 
 
	
					
	 
	LINN ENERGY HOLDINGS, LLC
	 

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




 


Exhibit F, Page 5







IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Assignment as of date set forth above: 
 
	
				
	 
	ASSIGNEE:

	 
	 
	 

	 
	BERRY PETROLEUM COMPANY, LLC

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




[Signature Page to Assignment] 
 




Exhibit F, Page 6








Exhibit G 
SPECIAL WARRANTY DEED 
[EXHIBIT FOLLOWS] 
 


Exhibit G, Page 1








Exhibit G 
Special Warranty Deed 
(Surface Estate) 
 
	
			
	State of
	§
	 

	 
	 
	 

	 
	§
	 

	 
	 
	 

	County of
	§
	 




This Special Warranty Deed (this “Deed”) from Linn Operating, Inc., a Delaware corporation (“LOI”) and Linn Energy Holdings, LLC, a Delaware limited liability company (“LEH” and together with LOI referred to in this Deed collectively as “Grantor”; provided, however, that with respect to particular uses of the term in this Deed, “Grantor” shall mean each, any or all of LOI and LEH as applicable to the context of such use) to Berry Petroleum Company, LLC, a Delaware limited liability company (“Grantee”) whose mailing address is [•], is dated effective this [1st] day of [March], 2017. Grantor and Grantee are each, individually, referred to herein as a “Party” and, collectively, as the “Parties”. Other than any term defined herein, capitalized terms used herein shall have the respective meanings set forth in that certain Transition Services and Separation Agreement dated February 28, 2017, by and between Grantor and Grantee (the “TSSA”). 
ARTICLE 1 
GRANT 
Grantor for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby grants, sells and coveys to the Grantee all of the real property described on Exhibit A attached hereto and made a part hereof for all purposes (the “Property”), SAVE AND EXCEPT. and Grantor hereby reserves and excepts unto itself, all of Grantor’s right, title and interest, if any, in and to the oil, gas, and other minerals in, to, under and that may be produced from the Property. This DEED is MADE AND ACCEPTED SUBJECT TO any oil and gas lease(s); easements and right(s) of way; mineral interests, conveyance(s) or reservation(s); validly existing restrictions, reservations, covenants and conditions; and water interests all as appear of record in Kern County, CA, if any. 
TO HAVE AND TO HOLD the Property unto Grantee, its successors and assigns, forever, subject, however, to the terms and conditions of this Deed. 
ARTICLE 2 
SPECIAL WARRANTY 
(a) Grantor hereby binds itself and its successors and assigns to warrant and forever defend all and singular title to the Property unto Grantee against claims arising by, through or under Grantor or its Affiliates, but not otherwise, subject, however, to the Permitted Encumbrances. 
(b) “Permitted Encumbrances” means with respect to the Property: (i) liens for taxes for which payment is not due or which are being contested in good faith by appropriate 
 
proceedings; (ii) liens of mechanics, materialmen, warehousemen, landlords, vendors and carriers and any similar liens arising by operation of law which, in each instance, arise in the ordinary course of business for sums not yet due or that are being contested in good faith by appropriate proceedings; (iii) all rights reserved to or vested in any governmental authority to control or regulate such Property in any manner, and all laws, rules and orders of a governmental authority; and (iv) any other encumbrances to which Grantee has agreed to in writing. 
ARTICLE 3 
DISCLAIMER 
EXCEPT AND TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE 2, THE PROPERTY IS BEING ASSIGNED “AS IS, WHERE IS” WITH ALL FAULTS, AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF CONDITION, QUALITY, SUITABILITY, DESIGN, MARKETABILITY, TITLE, INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS ARE HEREBY DISCLAIMED. 


Exhibit G, Page 2







ARTICLE 4 
ASSUMPTION OF OBLIGATIONS 
Except as otherwise provided in the TSSA and except for any Liabilities discharged or otherwise released pursuant to or in connection with the Berry Consensual Plan or the LINN Consensual Plan, Grantee assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations, expenses and liabilities, known or unknown, arising from, based upon or associated with the Property, including obligations, expenses and liabilities relating in any manner to the use, ownership or operation thereof. 
ARTICLE 5
RECONVEYANCE OF THE PROPERTIES
The Parties acknowledge and agree that in connection with the TSSA, the Parties have entered into that certain Joint Operating Agreement dated as of February 28, 2017, governing the joint ownership and operation of certain oil and gas assets more particularly described on Exhibit A thereto (the “JOA”). In the event Grantor becomes the “Designated Operator” (as such term is defined in the JOA) pursuant to the JOA, Grantee shall promptly thereafter, on a form substantially the same as this Deed (including, for the avoidance of doubt, the special warranty of title set forth in Article 2), transfer, assign and convey to Grantor all of Grantee’s then-existing right, title and interest in and to the Properties in exchange for One Dollar ($1.00). 
ARTICLE 6
MISCELLANEOUS
Section 6.1 Further Assurances. Grantor and Grantee each agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other for carrying out the purposes of this Deed. 
 
Section 6.2 TSSA. This Deed is delivered pursuant to, and hereby made subject to, the terms and conditions of the TSSA. In the event that any provision of this Deed (other than any term defined herein) is construed to conflict with any provision of the TSSA, the provisions of the TSSA (other than with respect to terms defined herein) shall be deemed controlling to the extent of such conflict. 
Section 6.3 Successors and Assigns. This Deed shall inure to the benefit of, and shall be binding upon, the Parties and their respective successors and assigns. 
Section 6.4 Titles and Captions. All article or section titles or captions in this Deed are for convenience only, shall not be deemed part of this Deed and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except to the extent otherwise stated in this Deed, references to “Articles” and “Sections” are to Articles and Sections of this Deed, and references to “Exhibits” are to Exhibits attached to this Deed, which are made parts hereof for all purposes. 
Section 6.5 Choice of Law. THE PROVISIONS OF THIS DEED SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS OVER ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS DEED. 
Section 6.6 Joint and Several Liability. Each of LOI and LEH shall be collectively responsible for, and shall have joint and several liability under this Deed with respect to, the obligations of Grantor under this Deed. 
Section 6.7 Counterparts. This Deed may be executed simultaneously in two or more counterparts (including by means of facsimile or email of a portable document format (pdf) of the signature pages), each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. 
[Signature Page Follows] 
 


Exhibit G, Page 3








IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Deed as of date set forth above: 
 
	
				
	 
	GRANTOR:

	 
	 
	 

	 
	LINN OPERATING, INC.

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 

	 
	 
	 

	 
	LINN ENERGY HOLDINGS, LLC

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




[Signature Page to Deed] 
 


4







IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have executed this Deed as of date set forth above: 
 
	
				
	 
	GRANTEE:

	 
	 
	 

	 
	BERRY PETROLEUM COMPANY,
LLC

	 
	 
	 

	 
	By:
	 

	 
	Name:
	 

	 
	Title:
	 




[Signature Page to Deed] 
 


5







Exhibit A 
[To come] 
[Exhibit A] 
 


6








Schedule 1 
BERRY LEASEHOLD AND MINERAL INTERESTS 
Due to size Schedule 1 – Leasehold and Mineral Interests is attached as a USB drive, which duplicates the Schedule 1 – Leasehold 
and Mineral Interests via email on February 21, 2017 to John G. Mauel at john.mauel@nortonrosefullbright.com by Kristen 
Christensen at kchristensen@linnenergy.com. 
 


Schedule 1, Page 1








Schedule 2 
BERRY WELLS 
Due to size Schedule 2 – Berry Wells is attached as a USB drive, which duplicates the Schedule 2 – Berry Wells via email on 
February 23, 2017 to John G. Mauel at john.mauel@nortonrosefullbright.com by Kristen Christensen at 
kchristensen@linnenergy.com. 
 


Schedule 2, Page 1








Schedule 3 
BERRY FACILITIES 
[SCHEDULE FOLLOWS] 
 


Schedule 3, Page 1








Schedule 3 
Berry Facilities 
 
	
										
	 
	Name
 
	Address
 
	Phone
 
	Status
 
	Description
 
	GPS Digital
 

	1
	BAKERSFIELD
	5201 Truxtun Ave.
	Bakersfield
	CA
	93309
	661-616-3900
	LEASED
	Main Office, 51,928 rsf, lease expires 10/31/2019
	35.368395,-119.060231

	2
	POSO CREEK
	4401 Gretlein Rd.
	Bakersfield
	CA
	93308
	661-393-1823
	OWNED
	Field Office
	35.554223, -119.057989

	3
	N MIDWAY (Diatomite)
	25072 Hwy 33
	Fellows
	CA
	93224
	661-768-4554
	OWNED
	Field Office, built Oct, 2012, 10,900sf
	35.242892,-119.581188

	4
	21Z/McKITTRICK
	2920 Reserve Rd
	McKittrick
	CA
	93251
	661-213-7523
	OWNED
	Field Office / Plant
	35.306779,-119.611527

	5
	PLACERITA
	25121 N. Sierra Hwy
	Newhall
	CA
	91321
	661-255-6066
	OWNED
	Field Office
	34.388641,-118.490459

	6
	TAFT
	28700 Hovey Hills Rd.
	Taft
	CA
	93268
	661-769-8820
	OWNED
	Field Office
	35.100105,-119.443945

	7
	PARACHUTE
	235 Callahan Ave.
	Parachute
	CO
	81635
	970-285-5203
	OWNED
	Field Office, built May 2010, 6,000sf on .926acrs
	39.452609,-108.048704

	8
	PALESTINE
	8048 S. US Hwy 79
	Palestine
	TX
	75801
	NA
	OWNED
	Field Office, Unoccupied
	31.701094,-95.721813

	9
	ROOSEVELT
	4000 South 4028 West
	Roosevelt
	UT
	84066
	435-722-1325
	OWNED
	Field Office, built 2005/06 7,200sf on 5 acrs, 4,200 sf addition in 2012
	40.244245, -110067710




 


Schedule 3, Page 2








Schedule 4 
HILL FIELD OFFICES 
[SCHEDULE FOLLOWS] 
 


Schedule 4, Page 1 








Schedule 4 
Hill Field Offices 
(I) N/2 and SW/4 of Fractional Section 19 T28S R21E MDBM/085-210-21 and 085-210-24. I2I SE/4 and SENE Section 10 T27S 
R21E and S/2 Section 11 T27S 8’ J E, lyjng southwesterly of CA Aqueduct, 069-011-47 and 069-011-28 
 




Schedule 4, Page 1 








Schedule 5 
BERRY CONTRACTS 
[SCHEDULE FOLLOWS] 






Schedule 5, Page 1
1









	
									
	Schedule 5 Part A (Marketing)
	 

	Linn K#
	Linn Entity
	Contract Type
	Counterparty
	Contract Dated
	Assignment Requirements
	Partially Assignable?
	Region

	183GG
	Berry
	Joint Venture Agreement
	Aera Energy LLC and Chalk Cliff Limited
	01/08/1992
	Written Consent Required
	Silent; assumed yes
	California

	285T
	Berry
	Operational Balancing Agreement
	Kern River Gas Transmission Co.
	03/01/2011
	(Silent)
	Silent; assumed yes
	California

	286T
	Berry
	Operational Balancing Agreement
	Kern River Gas Transmission Co.
	03/01/2013
	(Silent)
	Silent; assumed yes
	California

	287T
	Berry
	Operational Balancing Agreement
	Mojave Pipeline Company, L.L.C.
	03/01/2011
	Written Consent Required
	Silent; assumed yes
	California

	288T
	Berry
	Operational Balancing Agreement
	Mojave Pipeline Company, L.L.C.
	05/01/2013
	(Silent)
	 
	California

	290T
	Berry
	Natural Gas Pipeline Interconnect Agreement
	Occidental of Elk Hills, Inc.
	06/30/2011
	Written Consent Required
	Silent; assumed yes
	California

	325O
	Berry
	Crude Oil Purchase Agreement
	Phillips 66 Company
	09/01/2016
	Written Consent Required
	Silent; assumed yes
	California

	289T
	Berry
	Master Services Contract
	Southern California Gas Company
	02/14/1995
	Written Consent Required
	Silent; assumed yes
	California

	178GG
	Berry
	Gas Gathering Agreement
	Encana Oil & Gas (USA) Inc.
	06/29/2006
	Written Consent Required
	Yes
	Colorado

	179GG
	Berry
	Gas Gathering Agreement
	Encana Oil & Gas (USA) Inc.
	06/07/2006
	Written Consent Required
	Yes
	Colorado

	132S
	Berry
	NAESB
	Wapiti Energy
	01/14/2008
	Written Consent Required
	Yes
	Colorado

	118GG
	Berry
	Gas Gathering Agreement
	Enable Midstream Partners, LP
	07/16/2009
	Written Consent Required
	Yes
	East Texas

	119GG
	Berry
	Gas Gathering Agreement
	Spartan Midstream LLC
	07/16/2009
	Written Consent Required
	Yes
	East Texas

	JHTS-19
	Berry
	Agrmt for Sale & Purch of Helium Gas Mixture
	Praxair, In.c
	01/27/2017
	Written Consent Required
	Silent; assumed yes
	Hugoton

	97PR
	Berry
	Gas Processing Agreement
	Chipeta Processing LLC
	09/21/2011
	Written Notice/Proof
	Silent; assumed yes
	Utah

	12NGL
	Berry
	Condensate Purchase Agreement
	Custom Energy Const., Inc.
	01/12/2010
	Silent
	Silent; assumed yes
	Utah

	ME-1509G
	Berry
	Non-Op Gas Marketing Agreement
	EOG Resources, Inc.
	12/05/2005
	(Silent)
	Silent; assumed yes
	Utah

	11NGL
	Berry
	Evergreen Term Purchase Agreement
	Kinder Morgan Altamont LLC
	01/01/2014
	Written Consent Required
	Yes
	Utah

	122GG
	Berry
	Gas Gathering Agreement
	Lake Canyon Transportation and Gathering, LLC
	04/12/2006
	Restricted Assignment - See Section 13
	Yes
	Utah

	1510G
	Berry
	Interruptible Gas Purchase Agreement
	Newfield Production Company
	12/20/2012
	Written Consent Required
	Silent; assumed yes
	Utah

	98PR
	Berry
	Gas Processing Agreement
	Newfield Production Company
	11/01/2005
	(Silent)
	Silent; assumed yes
	Utah

	128GG
	Berry
	Gas Gathering Agreement
	Petroglyph Operating Company, Inc.
	03/01/2010
	Written Consent Required
	Silent; assumed yes
	Utah

	1508G
	Berry
	Interruptible Gas Purchase Agreement
	Petroglyph Operating Company, Inc.
	03/01/2010
	Written Notice
	Silent; assumed yes
	Utah

	261T
	Berry
	Operational Balancing Agreement
	Questar Pipeline Company
	10/01/2003
	Written Consent Required
	Silent; assumed yes
	Utah

	262T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	11/01/2007
	Written Consent Required
	Silent; assumed yes
	Utah

	263T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	08/01/2012
	Written Consent Required
	Silent; assumed yes
	Utah

	264T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	02/07/2013
	Written Consent Required
	Silent; assumed yes
	Utah






Schedule 5, Page 2
2







	
									
	265T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	07/24/2012
	Written Consent Required
	Silent; assumed yes
	Utah

	266T
	Berry
	Facilities Agreement
	Questar Pipeline Company
	01/17/2006
	(Silent)
	Silent; assumed yes
	Utah

	119S
	Berry
	NAESB
	Rig II, LLC
	07/01/2010
	Written Consent Required
	Yes
	Utah

	123GG
	Berry
	Gas Gathering Agreement
	Rig II, LLC
	07/01/2010
	Written Consent Required
	Yes
	Utah

	124GG
	Berry
	Gas Gathering Agreement
	Rig II, LLC
	07/01/2010
	Written Notice
	Silent; assumed yes
	Utah

	96PR
	Berry
	Gas Processing Agreement
	Rig II, LLC
	07/01/2010
	Written Consent Required
	Yes
	Utah

	121GG
	Berry
	Joint Venture Agreement
	UTE Indian Tribe of the Uintah and Ouray Reservation
	04/01/1992
	Written Consent Required
	Silent; assumed yes
	Utah

	125GG
	Berry
	License Agreement
	UTE Indian Tribe of the Uintah and Ouray Reservation
	08/28/2003
	Silent
	Silent; assumed yes
	Utah

	127GG
	Berry
	Gas Gathering Agreement
	UTE Tribe and UTE/FNR LLC
	12/01/2003
	Written Notice/Proof
	Silent; assumed yes
	Utah

	126GG
	Berry
	Gas Gathering Agreement
	UTE/FNR LLC
	12/01/2003
	Written Consent Required
	Yes
	Utah

	129GG
	Berry (UTE/FNR)
	Gas Gathering Agreement
	Petroglyph Operating Company, Inc.
	06/01/2004
	Written Consent Required
	Silent; assumed yes
	Utah

	337O
	LOI
	Crude Oil Purchase Agreement
	Kern Oil & Refining Company
	11/01/2015
	Written Consent Required
	Silent; assumed yes
	California

	327O
	LOI
	Crude Oil Purchase Agreement
	Tesoro Refining & Marketing Company LLC
	10/01/2016
	Written Consent Required
	Silent; assumed yes
	California

	274O
	LOI
	Crude Oil Purchase Agreement
	Plains Marketing, L.P.
	01/01/2017
	Written Consent Required
	Silent; assumed yes
	Colorado

	1596G
	LOI
	Gas Gathering and Processing Agreement
	Enbridge G & P (East Texas) L.P.
	09/01/2015
	Written Consent Required
	Silent; assumed yes
	East Texas

	185GG
	LOI
	Gas Gathering Agreement
	Enbridge G & P (East Texas) L.P.
	09/01/2015
	Written Consent Required
	Silent; assumed yes
	East Texas

	310O
	LOI
	Crude Oil Purchase Agreement
	Genesis Crude Oil, L.P.
	10/01/2016
	Written Consent Required
	Silent; assumed yes
	East Texas

	299O
	LOI
	Crude Oil Purchase Agreement
	Sunoco Partners Marketing & Terminals, L.P.
	04/01/2016
	Written Consent Required
	Silent; assumed yes
	East Texas










Schedule 5, Page 3
3









Schedule 5 Part B (Marketing)


	
									
	Linn K#
	Linn Entity
	Contract Type
	Counterparty
	Contract Dated
	Assignment Requirements
	Partially Assignable?
	Land Burdened?
	Region

	182GG
	LOI as agent for Berry
	Joint Venture Agreement
	Aera Energy LLC and Chalk Cliff Limited
	12/02/1991
	Written Consent Required
	Silent; assumed yes
	 
	California

	301O
	LOI as agent for Berry
	Crude Oil Purchase Agreement
	HollyFrontier Refining & Marketing LLC
	08/01/2014
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	92S
	LOI as agent, but Berry not listed
	NAESB
	Cima Energy Ltd.
	04/19/2013
	Written Consent Required
	Yes
	 
	Calif/Colo/Utah

	82S
	LOI as agent, but Berry not listed
	NAESB
	Twin Eagle Resource Management LLC
	06/15/2012
	Written Consent Required
	Silent; assumed yes
	No
	Calif/ETX/Hug










Schedule 5, Page 4
4









Schedule 5 Part C (Marketing)




	
									
	Linn K#
	Linn Entity
	Contract Type
	Counterparty
	Contract Dated
	Assignment Requirements
	Partially Assignable?
	Land Burdened?
	Region

	140S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	American Warrior Inc.
	01/01/2005
	Written Consent Required
	Yes
	No
	Hugoton

	176GG
	Berry/LEH
	Interconnect Agreement (3rd Party)
	Breitburn Operating, LP
	09/15/2005
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	148S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Breitburn Operating, LP
	09/01/2004
	Written Consent Required
	Yes
	No
	Hugoton

	172S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Cherokee Warrior, Inc.
	04/01/2003
	Written Consent Required
	Yes
	No
	Hugoton

	142S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Chesapeake Energy Marketing, Inc.
	04/01/2003
	Written Consent Required
	Yes
	No
	Hugoton

	121PR
	Berry/LEH
	Gas Processing Agreement
	DCP Midstream LP
	08/01/2008
	Written Consent Required
	Yes
	 
	Hugoton

	172GG
	Berry/LEH
	Gas Gathering and Compression Agreement
	DCP Midstream LP
	08/01/2008
	Written Consent Required
	Yes
	 
	Hugoton

	171S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Edison Operating, Inc.
	04/01/2003
	Written Consent Required
	Yes
	No
	Hugoton

	167S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Enterra Resources, LLC
	04/01/2003
	Written Consent Required
	Yes
	No
	Hugoton

	181GG
	Berry/LEH
	Gas Gathering Agreement
	ETC Field Services LLC
	10/01/1993
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	141S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Linn Energy Holdings, LLC
	05/01/2004
	Written Consent Required
	Yes
	No
	Hugoton

	JHPu-1700652
	Berry/LEH
	Gas Purchase Agreement
	Linn Energy Holdings, LLC
	05/01/2010
	Written Notification/Proof
	Silent; assumed yes
	 
	Hugoton

	JHPu-198509
	Berry/LEH
	Gas Processing Agreement
	Linn Energy Holdings, LLC
	11/01/2004
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	187GG
	Berry/LEH
	Conmpressor Facility Agreement
	Merit Management Partners V, L.P.
	08/01/1960
	Written Notification/Proof
	Silent; assumed yes
	No
	Hugoton

	100GG
	Berry/LEH
	Gas Gathering Agreement
	Oneok Field Services Company, L.L.C.
	11/01/2007
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	173GG
	Berry/LEH
	Gas Compression Agreement
	Oneok Field Services Company, L.L.C.
	12/01/2007
	Written Notification/Proof
	Silent; assumed yes
	No
	Hugoton

	174GG
	Berry/LEH
	Gas Gathering Agreement
	Oneok Field Services Company, L.L.C.
	12/01/2007
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	1570G
	Berry/LEH
	Gas Purchase/Gathering Agreement
	Oneok Field Services Company, LLC
	04/20/1984
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	1581G
	Berry/LEH
	Gas Purchase/Gathering Agreement
	Oneok Field Services Company, LLC
	08/01/2016
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	177GG
	Berry/LEH
	Gas Gathering Agreement (3rd Party)
	Sabre Operating, Inc.
	05/01/1998
	Written Notification
	Silent; assumed yes
	No
	Hugoton

	139S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Spess Oil Company, Inc.
	04/01/2003
	Written Consent Required
	Yes
	No
	Hugoton

	170GG
	Berry/LEH
	Gas Gathering Agreement
	WGP-KHC, LLC.
	11/01/2004
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	118PR
	LEH/Berry
	Processing Agreement
	Seneca Resources Corporation
	06/01/1993
	Written Consent Required
	Silent; assumed yes
	 
	California

	401091
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 5
5







	
									
	401092
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401093
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401094
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401096
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401097
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401098
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401099
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401100
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401129
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemens
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401088
	LOI
	Irrigation Gas Sales Agreement
	Beer Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401089
	LOI
	Irrigation Gas Sales Agreement
	Beer Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401105
	LOI
	Irrigation Gas Sales Agreement
	Bill Goodloe
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401036
	LOI
	Irrigation Gas Sales Agreement
	Bill Koehn
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401103
	LOI
	Irrigation Gas Sales Agreement
	Bobby T. Gloden
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401104
	LOI
	Irrigation Gas Sales Agreement
	Bobby T. Gloden
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401090
	LOI
	Irrigation Gas Sales Agreement
	Chapco Investments, Inc.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401101
	LOI
	Irrigation Gas Sales Agreement
	Charles W. Colson
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401085
	LOI
	Irrigation Gas Sales Agreement
	Cynthia Barnes
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401087
	LOI
	Irrigation Gas Sales Agreement
	Cynthia Barnes
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401011
	LOI
	Irrigation Gas Sales Agreement
	Dell Cullison Farms Inc
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401119
	LOI
	Irrigation Gas Sales Agreement
	Donnie Knier, Jr.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHGG-6
	LOI
	Gas Gathering Agreement
	ETC Field Services LLC
	09/01/2004
	Written Notification
	Yes
	 
	Hugoton

	401072
	LOI
	Irrigation Gas Sales Agreement
	Eugene Spencer
	01/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401115
	LOI
	Irrigation Gas Sales Agreement
	Gary L. Ivie
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401073
	LOI
	Irrigation Gas Sales Agreement
	Gene Spencer
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401141
	LOI
	Irrigation Gas Sales Agreement
	Grant Webber
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 6
6







	
									
	401086
	LOI
	Irrigation Gas Sales Agreement
	Greg and Corey Barnes
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	500111
	LOI
	Irrigation Gas Sales Agreement
	Greg Barnes
	10/01/2015
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401084
	LOI
	Irrigation Gas Sales Agreement
	Gregg Barnes
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401019
	LOI
	Irrigation Gas Sales Agreement
	Hartland Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401026
	LOI
	Irrigation Gas Sales Agreement
	J&L Smith Farms, Inc.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401102
	LOI
	Irrigation Gas Sales Agreement
	J.W. Fitzgerald
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401055
	LOI
	Irrigation Gas Sales Agreement
	James Moyer Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401053
	LOI
	Irrigation Gas Sales Agreement
	Jamie Moyer
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401123
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401124
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401125
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401126
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401127
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401128
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401132
	LOI
	Irrigation Gas Sales Agreement
	Jim Sample
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401013
	LOI
	Irrigation Gas Sales Agreement
	John Dewerff
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401111
	LOI
	Irrigation Gas Sales Agreement
	Kenneth Hiller
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401120
	LOI
	Irrigation Gas Sales Agreement
	Kyle Neville Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401121
	LOI
	Irrigation Gas Sales Agreement
	Kyle Neville Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHTS-16
	LOI
	Crude Helium Purchase and Sale Agreement
	Linde Gas North America LLC
	01/01/2015
	Written Consent Required; 90 days notice; additional obligations of assignment.
	Yes, with obligations
	 
	Hugoton

	401143
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401145
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401146
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401147
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401148
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401149
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 7
7







	
									
	401151
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	02/04/2015
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401048
	LOI
	Irrigation Gas Sales Agreement
	Ms Carolyn Meyer
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401040
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401058
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401060
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401112
	LOI
	Irrigation Gas Sales Agreement
	Neal Hofferber
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHGG-8
	LOI
	IT Throughput Service Agreement
	Northern Natural Gas Company
	06/01/2013
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401062
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401063
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401064
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHTS-18
	LOI
	Natural Gas Liquids Purchase Agreement
	Oneok Hydrocarbon, L.P.
	02/01/2016
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401150
	LOI
	Irrigation Gas Sales Agreement
	Redd Farms Partnership
	02/04/2015
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401136
	LOI
	Irrigation Gas Sales Agreement
	Retta E. Thrall
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401135
	LOI
	Irrigation Gas Sales Agreement
	Stegman Farms Partnership
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401131
	LOI
	Irrigation Gas Sales Agreement
	Stephens Land & Cattle Company LLC
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	144S
	LOI
	NAESB-Sales
	SWKI-Seward-HSW, Inc.
	03/01/2013
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	143S
	LOI
	NAESB-Sales
	SWKI-Seward-West Central, Inc.
	03/01/2013
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	145S
	LOI
	NAESB-Sales
	SWKI-Stevens-N.E., Inc.
	03/01/2013
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	146S
	LOI
	NAESB-Sales
	SWKI-Stevens-North, Inc.
	03/01/2013
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	147S
	LOI
	NAESB-Sales
	SWKI-Stevens-South East, Inc.
	03/01/2013
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	401061
	LOI
	Irrigation Gas Sales Agreement
	Thomas L. Lahey
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401050
	LOI
	Irrigation Gas Sales Agreement
	Todd & Dena Miller
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401117
	LOI
	Irrigation Gas Sales Agreement
	Todd Mason
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401118
	LOI
	Irrigation Gas Sales Agreement
	Todd Mason
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401083
	LOI
	Irrigation Gas Sales Agreement
	Tom Arnold
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401116
	LOI
	Irrigation Gas Sales Agreement
	Worth Jeffus Family Trust #1
	12/01/2014
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 8
8







	
									
	300T
	LOI
	FT Throughput Service Agreement
	WTG Hugoton, LP
	08/01/2007
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	301T
	LOI
	FT Throughput Service Agreement
	WTG Hugoton, LP
	08/01/2007
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	302T
	LOI
	IT Throughput Service Agreement
	WTG Hugoton, LP
	05/15/2011
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	66S
	LOI
	NAESB
	BP Energy Company
	10/01/2009
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	278O
	LOI
	Crude Oil Purchase Agreement
	Chevron Products Company
	03/01/2016
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	71S
	LOI
	NAESB
	EDF Trading North America, LLC
	03/02/2011
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	316O
	LOI
	Crude Oil Purchase Agreement
	Tesoro Refining & Marketing Company LLC
	01/01/2016
	Written Consent Required
	Silent; assumed yes
	 
	Utah








Schedule 5, Page 9
9









Schedule 5 Part A (Non-Marketing)




	
																
	Contract Type
	Contract #
	Legacy Contract #
	Contract Name
	Party A
	Party B
	Effective Date
	Division
	Business Unit
	State
	County
	Book
	Page
	Registry
	Rec St
	Rec County

	PURCHASE AND SALE AGREEMENT
	C038663000
	TXXC000000
	MERITAGE ACQUISITION
	BERRY PETROLEUM COMPANY
	 
	03/05/2010
	DIV01 - HOUSTON
	BU033 - PERMIAN BASIN TX
	TX
	MARTIN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038664000
	TXXC000001
	BELFAIR ACQUISITION
	BERRY PETROLEUM COMPANY
	 
	04/06/2010
	DIV01 - HOUSTON
	BU033 - PERMIAN BASIN TX
	TX
	MIDLAND
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038501000
	COJOA10000
	JOINT OPERATING AGREEMENT - N2 SECS 1 & 2, T6S, R9
	BERRY PETROLEUM COMPANY
	WILLIAMS PRODUCTION RMT COMPANY ETAL
	01/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	872995
	CO
	GARFIELD

	JOINT OPERATING AGREEMENT
	C038502000
	COJOA10001
	JOINT OPERATING AGREEMENT - NORTH PARACHUTE RANCH
	BERRY PETROLEUM COMPANY
	ENCANA OIL & GAS USA INC
	06/07/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	GRAZING AGREEMENT
	C038505000
	COMCL11381
	GRAZING LEASE
	BERRY PETROLEUM COMPANY
	LATHAM CATTLE COMPANY
	06/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	FACILITY LEASE
	C038506000
	COMCL11444
	PETROLEUM DEVELOPMENT CORPORATION
	BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	05/26/2010
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	SEISMIC AGREEMENT
	C038507000
	COMCL11451
	CONOCOPHILLIPS COMPANY
	BERRY PETROLEUM COMPANY
	 
	07/15/2010
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038517000
	COPA10039
	POOLING AND SEGREGATION AGREEMENT - N2 OF SEC 12 T
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038518000
	COPA10040
	SEGREGATION AGREEMENT - LOTS 1-4 SEC 33 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	08/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 






Schedule 5, Page 10
10







	
																
	UNIT DESIGNATION
	C038519000
	COPA10041
	SEGREGATION AGREEMENT - LOTS 1-8 SEC 6 T6S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038520000
	COPA10042
	SEGREGATION AGREEMENT - S2 OF SEC 33 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	08/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038521000
	COPA10043
	SEGREGATION AGREEMENT - S2 OF SEC 29 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	11/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038522000
	COPA10044
	SEGREGATION AGREEMENT - N2 OF SEC 20 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	08/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038523000
	COPA10045
	SEGREGATION AGREEMENT - S2 OF SEC 19 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	12/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038524000
	COPA10046
	SEGREGATION AGREEMENT - S2 OF SEC 32 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	10/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 






Schedule 5, Page 11
11







	
																
	UNIT DESIGNATION
	C038525000
	COPA10047
	SEGREGATION AGREEMENT - N2 OF SEC 32, T5S, R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	09/01/2009
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038526000
	COPA10048
	SEGREGATION AGREEMENT - S2 OF SEC 30 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	07/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038527000
	COPA10049
	SEGREGATION AGREEMENT - N2 OF SEC 30 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	06/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038528000
	COPA10050
	SEGREGATION AGREEMENT - N2 OF SEC 29 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	10/01/2009
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038529000
	COPA10051
	SEGREGATION AGREEMENT - S2 OF SEC 2 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038530000
	COPA10052
	SEGREGATION AGREEMENT - N2 OF SEC 2 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	12/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 






Schedule 5, Page 12
12







	
																
	UNIT DESIGNATION
	C038531000
	COPA10053
	SEGREGATION AGREEMENT - S2 OF SEC 28 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038532000
	COPA10054
	SEGREGATION AGREEMENT - N2 OF SEC 28 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038533000
	COPA10055
	SEGREGATION AGREEMENT - S2 OF SEC 20 T5S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038534000
	COPA10056
	SEGREGATION AGREEMENT - S2 OF SEC 22 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038535000
	COPA10057
	SEGREGATION AGREEMENT - N2 OF SEC 21 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038536000
	COPA10058
	SEGREGATION AGREEMENT - S2 OF SEC 21, T6S, R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 






Schedule 5, Page 13
13







	
																
	UNIT DESIGNATION
	C038537000
	COPA10059
	SEGREGATION AGREEMENT - LOTS 9-16 OF SEC 6 T6S R96
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	04/01/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038538000
	COPA10060
	SEGREGATION AGREEMENT - N2 OF SEC 11 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	12/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038539000
	COPA10061
	SEGREGATION AGREEMENT - S2 OF SEC 1 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	06/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038540000
	COPA10062
	SEGREGATION AGREEMENT - LOTS 17, 18, SW, W2SE OF S
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	04/01/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038541000
	COPA10063
	SEGREGATION AGREEMENT - N2 OF SEC 1 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038542000
	COPA10064
	SEGREGATION AGREEMENT - S2 OF SEC 11 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	07/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 






Schedule 5, Page 14
14







	
																
	UNIT DESIGNATION
	C038543000
	COPA10065
	SEGREGATION AGREEMENT - S2 OF SEC 18 T6S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	04/01/2008
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038544000
	COPA10066
	SEGREGATION AGREEMENT - N2 OF SEC 22 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038545000
	COPA10067
	SEGREGATION AGREEMENT - S2 OF SEC 14 T6S R97W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038546000
	COPA10068
	SEGREGATION AGREEMENT - N2 OF SEC 18 T6S R96W
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	12/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038547000
	COPA10069
	SEGREGATION AGREEMENT - LOTS 1, 2, NE OF SEC 31 T5
	BERRY PETROLEUM COMPANY
	DELTA PETROLEUM COMPANY / PGR PARTNERS, LLC / MARATHON OIL COMPANY / ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	WATER AGREEMENT
	C038565000
	COXC01301
	WATER DISTRIBUTION AND INFRASTRUCTURE AGREEMENT
	BERRY PETROLEUM, MARATHON OIL
	MARATHON OIL COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C044295000
	 
	LTA BERRY / MARATHON ET AL
	BERRY PETROLEUM COMPANY
	MARATHON OIL COMPANY ET AL
	01/06/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038711000
	UTJOA0014
	SCOFIELD FERRON PROSPECT
	BERRY PETROLEUM COMPANY
	PETRO-CANADA RESOURCES (USA) INC.
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	CARBON
	 
	 
	 
	 
	 






Schedule 5, Page 15
15







	
																
	JOINT OPERATING AGREEMENT
	C038712000
	UTJOA0015
	ANDERSON EMERY PROSPECT
	BERRY PETROLEUM COMPANY
	PETRO-CANADA RESOURCES (USA) INC.
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	CARBON
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038700000
	UTJOA0002
	LC TRIBAL 11-17-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	05/03/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M363
	74
	434183
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038702000
	UTJOA0004
	LC TRIBAL 4-27D-56, LC TRIBAL 6-27D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M363
	88
	434185
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038703000
	UTJOA0005
	LC FEE 6-12-57
	BERRY PETROLEUM COMPANY
	UTE TRIBE, ET AL
	09/01/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038704000
	UTJOA0006
	WILCOX FEE 1-20-56
	BERRY PETROLEUM COMPANY
	UTE TRIBE, ET AL
	10/01/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038724000
	UTJOA0027
	LC TRIBAL 13H-3-56, LC TRIBAL 11-3D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	08/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	794
	444756
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038726000
	UTJOA0029
	LC TRIBAL 3-5-56, LC TRIBAL 2-5D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	08/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M372
	664
	439289
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038727000
	UTJOA0030
	Sec. 10  5S, 4W - ROBERT K  SANDERS
	BERRY PETROLEUM COMPANY
	ROBERT K. SANDERS
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M380
	370
	445752
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038728000
	UTJOA0031
	JOA - SEC. 10, T5S, R4W  -  ROBERT JEFFERY PARKER
	BERRY PETROLEUM COMPANY
	ROBERT JEFFREY PARKER
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M380
	389
	443755
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038729000
	UTJOA0032
	JOA  - SEC. 10 T5S, R4W  - THE ESTATE OF  GARN L
	BERRY PETROLEUM COMPANY
	THE ESTATE OF GARN LAMAR GILBERT
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M380
	382
	445754
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038730000
	UTJOA0033
	JOA - SEC. 10, T5S, R4W - JODI LYNN PARKER BROOKBY
	BERRY PETROLEUM COMPANY
	JODI LYNN PARKER BROOKSBY
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M380
	376
	445753
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038731000
	UTJOA0034
	JOA - SEC. 10 T5S, R4W - JUDI ANN NEISON AKA JUDI
	BERRY PETROLEUM COMPANY
	JUDY PARKER NEILSON
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038732000
	UTJOA0035
	JOA SEC. 10, T5S, R4W - JAMES CRAIG SANDERS
	BERRY PETROLEUM COMPANY
	JAMES CRAIG SANDERS
	02/21/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038733000
	UTJOA0036
	LC TRIBAL 5-21D-56, LC TRIBAL 3-21D-56, LC TRIBAL
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	11/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M375
	41
	441393
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038734000
	UTJOA0037
	LC TRIBAL 5-23D-56, LC FEE 15-23D-56, LC FEE 13-23
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	11/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M375
	57
	441395
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038735000
	UTJOA0038
	LC FEE 8-29-45, LC FEE 13-29-45, LC TRIBAL 4-29-45
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	12/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M375
	49
	441394
	UT
	DUCHESNE






Schedule 5, Page 16
16







	
																
	JOINT OPERATING AGREEMENT
	C038736000
	UTJOA0039
	LC TRIBAL 5-14D-56, NIELSEN MARSING 13-14-56, TAYL
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	09/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M376
	117
	442359
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038738000
	UTJOA0041
	LC FEE 8-28D-56, LC TRIBAL 2-28D-56, LC FEE 10-28D
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	12/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M376
	551
	442790
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038739000
	UTJOA0042
	LCT 2-9D-56, LC TRIBAL 9-9D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	02/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M376
	612
	442875
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038740000
	UTJOA0043
	LC TRIBAL 14-2-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	02/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M376
	604
	442874
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038741000
	UTJOA0044
	LC TRIBAL 15-26-56, LC TRIBAL 1-26-56, LC TRIBAL 7
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	02/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M379
	541
	445225
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038742000
	UTJOA0045
	LC TRIBAL 1-9-56
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	09/03/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M376
	620
	442876
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038744000
	UTJOA0047
	LC FEE 1-22D-56, LC TRIBAL 6-22D-56, LC TRIBAL 12-
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/13/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M377
	431
	443296
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038745000
	UTJOA0048
	TAYLOR HERRICK 10-22-56, TAYLOR FEE 13-22-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	11/19/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M377
	414
	443294
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038746000
	UTJOA0049
	LC TRIBAL 8-4-56
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	08/02/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M377
	408
	443293
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038747000
	UTJOA0050
	LC TRIBAL 5H-4-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	03/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	359
	444323
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038748000
	UTJOA0051
	LC TRIBAL 12H-6-56, LC FEE 8-6D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	11/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M379
	549
	445226
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038749000
	UTJOA0052
	WILCOX FEE 15-16-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	07/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	820
	444759
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038750000
	UTJOA0053
	14-11-56 DLB
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	04/01/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	788
	444755
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038751000
	UTJOA0054
	LC TRIBAL 13-16D-56, LC TRIBAL 8-16D-56, LC FEE 16
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	813
	444758
	UT
	DUCHESNE






Schedule 5, Page 17
17







	
																
	JOINT OPERATING AGREEMENT
	C038752000
	UTJOA0055
	LC TRIBAL 3-15D-56, LC TRIBAL 14-15D-56, WILCOX EL
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	03/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M378
	802
	444757
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038753000
	UTJOA0057
	LC TRIBAL 7-3-56
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	08/20/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M379
	526
	445223
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038754000
	UTJOA0058
	NIELSEN FEE 13-11-56
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	08/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M379
	533
	445224
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038755000
	UTJOA0059
	LC TRIBAL 8-28-46
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	05/05/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M381
	593
	446256
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038757000
	UTJOA0061
	LC TRIBAL 8-30D-56, LC TRIBAL 16-30D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M382
	107
	446564
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038758000
	UTJOA0062
	LC TRIBAL 9-8D-56, LC TRIBAL 15-8D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	04/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M382
	115
	446565
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038759000
	UTJOA0063
	LC FEE 10-31D-45, LC FEE 1-31D-45
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	02/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M382
	123
	446566
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038763000
	UTJOA0067
	LC TRIBAL 11-29D-56, LC TRIBAL 1-29-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	06/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M384
	632
	448816
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038764000
	UTJOA0068
	LC FEE 1-22-57 - OUTSIDE PARTIES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M386
	30
	449814
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038765000
	UTJOA0069
	LC FEE 9-12D-57 - OUTSIDE PARTIES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M387
	57
	450432
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038766000
	UTJOA0070
	LC TRIBAL 6-28-45, LC TRIBAL 2-28D-45, LC TRIBAL 9
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M386
	648
	450225
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038767000
	UTJOA0071
	LC TRIBAL 3-34-45
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M386
	654
	450226
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038768000
	UTJOA0072
	LC FEE 2-20D-56, LC FEE 5-20D-56, LC TRIBAL 11-20D
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M387
	296
	450671
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038769000
	UTJOA0073
	LC FEE 9-19-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	06/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M387
	275
	450669
	UT
	DUCHESNE






Schedule 5, Page 18
18







	
																
	JOINT OPERATING AGREEMENT
	C038770000
	UTJOA0074
	LC FEE 2-20D-56 (OUTSIDE PARTIES)
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M387
	283
	450670
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038772000
	UTJOA0076
	LC FEE 2-20D-56 (FINLEY RESOURCES)
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	5
	452158
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038773000
	UTJOA0077
	LC FEE 9-12D-57
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	85
	452323
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038774000
	UTJOA0078
	LC FEE 1-22-57
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	95
	452324
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038775000
	UTJOA0079
	LC TRIBAL 12-32-45, LC TRIBAL 3-32D-45
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	10/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	273
	452512
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038776000
	UTJOA0080
	LC TRIBAL 4-33D-45
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	11/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	267
	452511
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038777000
	UTJOA0081
	LC TRIBAL 7-27-45
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	254
	452509
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038778000
	UTJOA0082
	LC TRIBAL 11-24-45
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC
	09/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	248
	452508
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038779000
	UTJOA0083
	WILCOX FEE 1-20-56
	BERRY PETROLEUM COMPANY
	UTE ENERGY UPSTREAM HOLDINGS, LLC, ET AL
	10/01/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	260
	452510
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038780000
	UTJOA0084
	LC TRIBAL 9-7D-56, LC TRIBAL 1-7D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	10/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M389
	400
	452728
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038781000
	UTJOA0085
	LC FEE 5-20D-56 (OUTSIDE PARTIES)
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	10/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M395
	208
	455387
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038782000
	UTJOA0086
	LC FEE 1-1-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M395
	653
	455887
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038783000
	UTJOA0087
	LC TRIBAL 1-23D-45
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M395
	661
	455888
	UT
	DUCHESNE






Schedule 5, Page 19
19







	
																
	JOINT OPERATING AGREEMENT
	C038784000
	UTJOA0088
	LC TRIBAL 11-10D-56, LC TRIBAL 9-10D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M395
	698
	455958
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038785000
	UTJOA0089
	LC FEE 2-20D-56 (T C CRAIGHEAD & COMPANY)
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M398
	805
	457668
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038786000
	UTJOA0090
	7-30-46 DLB
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	04/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M400
	169
	458584
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038787000
	UTJOA0091
	WILCOX ELIASON 7-15-56 (OUTSIDE PARTIES)
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	03/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M399
	805
	458380
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038788000
	UTJOA0092
	LC TRIBAL 15-34-56, LC TRIBAL 1-34D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION, ET AL
	02/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M401
	188
	459608
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038790000
	UTJOA0094
	LC FEE 16-36-56
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY U.S. CORP.
	06/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M406
	490
	463987
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038791000
	UTJOA0095
	LC TRIBAL 9-32D-56
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	10/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M411
	108
	467288
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038792000
	UTJOA0096
	LC TRIBAL 3-33-56
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY U.S. CORP.
	10/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M411
	432
	467580
	UT
	DUCHESNE

	COMMUNITIZATION AGREEMENT
	C038812000
	UTPA01011
	INDIAN COMMUNITIZATION AGREEMENT - FOY TRIBAL 12H-
	BERRY PETROLEUM COMPANY
	UTE INDIAN TRIBE, ET AL
	12/15/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038834000
	UTXC01092
	ACREAGE EXCHANGE AGREEMENT
	EOG RESOURCES, INC. / DOMINION EXPLORATION & PRODUCTION, INC. / BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	06/15/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038835000
	UTXC01107
	COOPERATIVE AGREEMENT
	BERRY PETROLEUM COMPANY
	UTAH DIVISION OF WILDLIFE RESOURCES
	12/04/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038854000
	UTXC01142
	ASSIGNMENT OF OIL AND GAS LEASES
	BERRY PETROLEUM COMPANY
	WPS PROPERTIES, LLC
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043362000
	 
	UTU 81701 TRANSFER OF OPERATING RIGHTS
	LANCE O&G CO AND BERRY PETROLEUM CO
	DOMINION EXPL & PROD CO AND EOG RESOURCES, INC
	01/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 20
20







	
																
	ASSIGNMENT
	C043366000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY, LLC
	BILL BARRETT CORPORATION AND CRESCENT POINT ENERGY US CORP
	11/15/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043369000
	 
	ASN BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	06/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043371000
	 
	TRANSFER OPERATING RIGHTS UTU 81702
	LANCE OIL & GAS COMPANY INC AND BERRY PETROLEUM CO INC
	DOMINION EXPL & PROD INC AND EOG RESOURCES INC
	01/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043375000
	 
	TRANSFER OF OPERATING RIGHTS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	12/01/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043379000
	 
	UTU 81703 TRANSFER OF OPERATING RIGHTS
	LANCE OIL & GAS COMPANY INC AND BERRY PETROLEUM CO
	DOMINION EXPL & PROD INC AND EOG RESOURCES INC
	01/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043381000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY US CORP
	01/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043383000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY LLC
	CRESCENT POINT ENERGY US CORP
	01/15/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043386000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY US CORP
	02/23/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043389000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY US CORP
	05/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043392000
	 
	ASSIGNMENT OF PARTIAL INT IN OGL
	BERRY PETROLEUM COMPANY
	CRESCENT POINT ENERGY US CORPORATION
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043394000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	BERRY PETROLEUM COMPANY
	UTE ENERGY, LLC
	06/01/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043396000
	 
	ASSGN PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	06/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043397000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	BERRY PETROLEUM COMPANY
	WPS PROPERTIES, LLC
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 21
21







	
																
	ASSIGNMENT
	C043410000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	06/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043442000
	 
	ASN BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	06/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043444000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043449000
	 
	ASN BERRY PETROLEUM CORPORATION
	BERRY PETROLEUM CORPORATION
	BILL BARRETT CORPORATION
	06/25/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043452000
	 
	UTU 81699 TRANSFER OF OPERATING RIGHTS
	LANCE OIL & GAS COMPANY INC AND BERRY PETROLEUM COMPANY
	DOMINION EXPLORATION & PROD INC AND EOG RESOURCES INC
	01/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043456000
	 
	ASN BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043458000
	 
	UTU 81700 TRANSFER OF OPERATING RIGHTS
	LANCE OIL & GAS COMPANY INC AND BERRY PETROLEUM COMPANY
	DOMINION EXPLORATION & PROD INC AND EOG RESOURCES INC
	01/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043459000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	03/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043463000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	02/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043468000
	 
	ASSIGNMENT OF PARTIAL INT IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	07/02/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043469000
	 
	ASSIGNMENT OF PARTIAL INT IN O&G LEASES
	BERRY PETROLEUM COMPANY LLC
	BILL BARRETT CORPORATION
	09/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043471000
	 
	ASSIGNMENT OF PARTIAL IN IN O&G LEASE
	BERRY PETROLEUM COMPANY LLC
	BILL BARRETT CORPORATION AND CRESCENT POINT ENERGY US CORP
	06/15/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 22
22







	
																
	ASSIGNMENT
	C043477000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BERRY PETROLEUM COMPANY, LLC
	BILL BARRETT CORPORATION
	02/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043478000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	11/05/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043480000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND CRESCENT POINT ENERGY US CORPORATION
	12/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043482000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE UPSTREAM HOLDINGS LLC
	02/10/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043483000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BERRY PETROLEUM COMPANY, LLC
	BILL BARRETT CORPORATION
	03/16/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043484000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE ENERGY UPSTREAM HOLDINGS LLC
	01/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043488000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE UPSTREAM HOLDINGS LLC
	02/10/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043489000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE ENERGY UPSTREAM HOLDINGS LLC
	01/15/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043493000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE ENERGY UPSTREAM HOLDINGS LLC
	06/02/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 23
23







	
																
	ASSIGNMENT
	C043494000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE ENERGY UPSTREAM HOLDINGS LLC
	02/07/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043502000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043506000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION AND UTE ENERGY UPSTREAM HOLDINGS
	11/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043508000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BERRY PETROLEUM COMPANY LLC
	BILL BARRETT CORPORATION
	01/01/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043509000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY LLC
	BILL BARRETT CORPORATION
	03/04/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043511000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL AND GAS LEAS
	BERRY PETROLEUM COMPANY LLC
	BILL BARRETT CORPORATION
	03/04/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043450000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043455000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BERRY PETROLEUM COMPANY
	BILL BARRETT CORPORATION
	04/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038575000
	TXJOA00004
	HAZEL BYRNE GAS UNIT NO 3
	BERRY PETROLEUM COMPANY
	ANADARKO E & P COMPANY LP
	10/01/2009
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	2010-000001240
	TX
	HARRISON

	JOINT OPERATING AGREEMENT
	C038578000
	TXJOA00007
	JENK HAZB GU1
	BERRY PETROLEUM COMPANY
	PROSPECTIVE INVESTMENT & TRADING CO
	01/27/2010
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	2010-000006704
	TX
	HARRISON

	JOINT OPERATING AGREEMENT
	C038579000
	TXJOA00008
	JENKINS EAST GU 1
	BERRY PETROLEUM COMPANY
	JETTA OPERATING INC
	03/23/2010
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	2010-000011973
	TX
	HARRISON

	JOINT OPERATING AGREEMENT
	C038581000
	TXJOA00010
	DOYH-MEKH GU1
	BERRY PETROLEUM COMPANY
	MARATHON PETROLEUM COMPANY ETAL
	08/26/2010
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	2010-000015031
	TX
	HARRISON

	MISCELLANEOUS
	C038667000
	TXXC02075
	DEED OF TRUST
	BERRY PETROLEUM COMPANY
	WELLS FARGO BANK
	07/15/2008
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	 
	 
	 






Schedule 5, Page 24
24







	
																
	JOINT OPERATING AGREEMENT
	C042930000
	 
	DOYH MEKH GAS UNIT
	BERRY PETROLEUM COMPANY
	 
	08/26/2010
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	90143562
	CA
	FRESNO

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	8919289
	CA
	KINGS

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	6330
	2043
	96710
	CA
	KERN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	6328
	1736
	94520
	CA
	KERN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	89121311
	CA
	SAN JOAQUIN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	3437
	816
	88354
	CA
	SAN LUIS OBISPO

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	104926
	CA
	STANISLAUS

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	4927
	870
	75099
	CA
	TULARE

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	89-207160
	CA
	VENTURA

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	89-207159
	CA
	VENTURA

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	6330
	2041
	96708
	CA
	KERN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	6328
	1735
	94519
	CA
	KERN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	6330
	2042
	96709
	CA
	KERN

	LETTER AGREEMENT
	C038469000
	CAXC02000
	NOTICE OF INTENT TO PRESERVE MINERAL RIGHTS - BPC
	BERRY PETROLEUM COMPANY
	PUBLIC
	11/02/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	FRESNO
	 
	 
	89121312
	CA
	SAN JOAQUIN






Schedule 5, Page 25
25







	
																
	JOINT OPERATING AGREEMENT
	C038432000
	CAJOA01000
	FORMAX JOA
	BERRY PETROLEUM COMPANY
	CHARLES E HINKLE ETAL
	12/13/2004
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	GRAZING AGREEMENT
	C038445000
	CAMCL02453/000
	GRAZING LEASE T31SR22E11 - CONCURRENT WITH 8' GAS
	BERRY PETROLEUM COMPANY
	EYHERABIDE SHEEP COMPANY
	01/15/2008
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	GRAZING AGREEMENT
	C038446000
	CAMCL02466
	GRAZING LEASE T27SR27E23 - BPC TO GRETLEIN
	BERRY PETROLEUM COMPANY
	JOHN C GRETLEIN
	04/27/2010
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	GRAZING AGREEMENT
	C038452000
	CAMCL02473
	GRAZING LEASE T11NR24E15, 21, 22, 27, 28 - CASUR10
	BERRY PETROLEUM COMPANY
	JAMES F "JIM" ETCHEVERRY DBA EUREKA LIVESTOCK LLC
	01/01/1989
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	GRAZING AGREEMENT
	C038453000
	CAMCL02476/000
	GRAZING LEASET28SR28E17 - CAFEE1084
	BERRY PETROLEUM COMPANY
	WENDELL WELLER TRUST
	05/01/2012
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038477000
	CAXC02097
	ASSET SALE CONTRACT - MCKITTRICK FIELD (UPPER TULA
	CHEVRON - BERRY
	 
	10/01/1991
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	FACILITY LEASE
	C043312000
	CAMCL02458
	SUBLEASE - 5201 TRUXTUN AVENUE
	BERRY PETROLEUM COMPANY
	PROSOFT TECHNOLOGY, INC.
	04/08/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043316000
	CAXCO2208
	ASN CONSENT TO ASSIGN BERRY/GODWARD
	BERRY PETROLEUM COMPANY
	COOLEY GODWARD LLP
	02/13/1997
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C043318000
	CAXC02210
	POWER PURCHASE AGRMT - UNIFORM STANDARD OFFER 1 -
	BERRY PETROLEUM COMPANY
	PACIFIC GAS AND ELECTRIC COMPANY
	02/04/1997
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C043321000
	CAXC02211
	POWER PURCHASE AGRMT - UNIFORM STANDARD OFFER 2 -
	BERRY PETROLEUM COMPANY
	PACIFIC GAS AND ELECTRIC COMPANY
	11/20/1985
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C043329000
	CAXC02214
	INDEMNITY AGREEMENT -  BERRY COGEN 42/18/38
	BERRY PETROLEUM CORP
	MONARCH COGENERATION 1986-1, SLORA TURBINES INC AND STI CAPITAL COMPANY
	04/01/1997
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	NOT RECORDED
	CA
	KERN






Schedule 5, Page 26
26







	
																
	JOINT VENTURE AGREEMENT
	C043346000
	CAXC02111
	AGRMT GOVERNING JV - KERN RIVER-MOJAVE PIPELINE LA
	MOBIL OIL CORPORATION, BERRY PETROLEUM COMPANY, CHALK CLIFF LIMITED, TANNEHILL OIL COMPANY
	MOBIL OIL CORPORATION, BERRY PETROLEUM COMPANY, CHALK CLIFF LIMITED, TANNEHILL OIL COMPANY
	12/02/1991
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C043348000
	CAXC02127
	AGRMT GOVERNING JV - SOUTH MIDWAY BDT SERVICE PIPE
	BERRY PETROLEUM COMPANY, CHALK CLIFF LIMTIED, TANNEHILL OIL COMPANY
	BERRY PETROLEUM COMPANY, CHALK CLIFF LIMTIED, TANNEHILL OIL COMPANY
	01/08/1992
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	FACILITY LEASE
	C043338000
	CAXC02402
	INTERCONNECTION FACILITIES AGREEMENT (WDAT) - UNIT
	BERRY PETROLEUM COMPANY
	SOUTHERN CALIFORNIA EDISON COMPANY
	06/01/2002
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	FACILITY LEASE
	C038506000
	COMCL11444
	PETROLEUM DEVELOPMENT CORPORATION
	BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	05/26/2010
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038516000
	COPA10038
	NORTH PARACHUTE RANCH UNIT AGREEMENT
	ENCANA OIL AND GAS (USA) INC
	BERRY PETROLEUM COMPANY / OXY USA INC. ET AL
	04/07/2010
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	FARMOUT AGREEMENT
	C038550000
	COXC01089
	CARRY AND EARNING AGREEMENT
	ENCANA OIL & GAS INC
	BERRY PETROLEUM COMPANY
	06/07/2006
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	SALT WATER DISPOSAL AGREEMENT
	C038562000
	COXC01297
	WATER INJECTION OPERATIONS AGREEMENT
	CHEVRON USA INC
	BERRY PETROLEUM COMPANY
	06/01/2012
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038566000
	COXC01302
	ROAD MAINTENANCE AGREEMENT
	WILLIAMS PRODUCTION RMT COMPANY
	BERRY PETROLEUM COMPANY
	01/01/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038567000
	COXC01303
	MARATHON OIL COMPANY ET AL
	MARATHON OIL COMPANY
	BERRY PETROLEUM COMPANY / TETON PICEANCE LLC / PGR PARTNERS LLC
	06/26/2007
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	ASSIGNMENT
	C042747000
	 
	ENCANA OIL & GAS INC TO BERRY PETROLEUM COMPANY
	ENCANA OIL & GAS (USA) INC
	BERRY PETROLEUM COMPANY
	11/11/2009
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038828000
	UTXC01058
	DEVELOPMENT AGREEMENT - COYOTE FLATS PROJECT AREA
	PETRO-CANADA RESOURCES (USA) INC
	BERRY PETROLEUM COMPANY
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	CARBON
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043464000
	 
	WELLBORE ASSIGNMENT AND BILL OF SALE
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	12/31/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	CARBON
	 
	 
	 
	 
	 






Schedule 5, Page 27
27







	
																
	ASSIGNMENT
	C036703000
	C046823
	ASN VENTURE ENERGY/BERRY SLA789
	VENTURE ENERGY LLC
	BERRY PETROLEUM COMPANY, LLC
	07/20/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C036709000
	C046830
	ASN VENTURE ENERGY/BERRY SLA790
	VENTURE ENERGY LLC
	BERRY PETROLEUM COMPANY
	07/20/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C036712000
	C046834
	ASN VENTURE ENERGY/BERRY SLA791
	VENTURE ENERGY LLC
	BERRY PETROLEUM COMPANY
	07/20/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038705000
	UTJOA0007
	5-34-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	10/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038706000
	UTJOA0008
	14X-22-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038707000
	UTJOA0009
	5-33-46 DLB, LC TRIBAL 13H-33-46
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	10/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038708000
	UTJOA0010
	7-29-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	04/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038709000
	UTJOA0011
	7-28-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	11/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038710000
	UTJOA0012
	12-15-56 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, LLC
	09/01/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038716000
	UTJOA0019
	LC FEE 12H-32-46
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	04/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M363
	293
	434328
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038717000
	UTJOA0020
	LC TRIBAL 13H-20-46, 7-20-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	04/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M363
	326
	434331
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038722000
	UTJOA0025
	LC TRIBAL 12H-28-46
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	07/11/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M370
	196
	437193
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038723000
	UTJOA0026
	LC TRIBAL 13H-21-46, 7-21-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	07/11/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M370
	190
	437192
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038725000
	UTJOA0028
	LC TRIBAL 1H-27-46
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	09/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M372
	217
	438962
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038760000
	UTJOA0064
	LC TRIBAL 14-23D-47, LC TRIBAL 16-23D-47
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M382
	740
	447102
	UT
	DUCHESNE






Schedule 5, Page 28
28







	
																
	JOINT OPERATING AGREEMENT
	C038762000
	UTJOA0066
	LC TRIBAL 15-24D-46
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M382
	745
	447103
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038789000
	UTJOA0093
	7-19-46 DLB
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	04/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	M402
	277
	460521
	UT
	DUCHESNE

	JOINT OPERATING AGREEMENT
	C038795000
	UTJOA0099
	JOINT OPERATING AGREEMENT
	EP ENERGY E&P COMPANY, L.P.
	BERRY PETROLEUM COMPANY, ET AL
	04/07/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	FACILITY LEASE
	C038796000
	UTMCL01043
	COMPRESSOR SITE LOCATED ON TABBY CANYON 1-21 WELL
	UTE INDIAN TRIBE
	BERRY PETROLEUM COMPANY
	01/01/2000
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	FACILITY LEASE
	C038797000
	UTMCL01044
	BIA 14-20-H62-5546  GAS CONDITIONING PLANT
	UTE INDIAN TRIBE
	BERRY PETROLEUM COMPANY
	11/09/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	COMMUNITIZATION AGREEMENT
	C038805000
	UTPA01004
	COMMUNITIZATION AGREEMENT - DLB 12-15-56 WELL
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY, ET AL
	04/12/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C038807000
	UTPA01006
	FORCED POOLING ORDER
	OIL, GAS MINING DEPARTMENT OF NATURAL RESOURCES STATE OF UTAH
	BERRY PETROLEUM COMPANY
	12/20/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038813000
	UTXC01003
	PURCHASE AND SALE AGREEMENT
	WILLIAMS PRODUCTION RMT COMPANY
	BERRY PETROLEUM COMPANY
	04/01/2003
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038829000
	UTXC01059
	JOINT BID AGREEMENT
	LANCE OIL & GAS COMPANY, INC
	BERRY PETROLEUM COMPANY
	09/07/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038830000
	UTXC01072
	PURCHASE AND SALE AGREEMENT
	SOUTHERN CALIFORNIA MERGERS AND ACQUISITIONS, INC
	BERRY PETROLEUM COMPANY
	10/31/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038832000
	UTXC01074
	PURCHASE AND SALE AGREEMENT
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	09/29/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038833000
	UTXC01086
	OPERATING AGREEMENT OF LAKE CANYON TRANSPORTATION
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY / UTE INDIAN TRIBE
	04/12/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 29
29







	
																
	MISCELLANEOUS
	C038834000
	UTXC01092
	ACREAGE EXCHANGE AGREEMENT
	EOG RESOURCES, INC. / DOMINION EXPLORATION & PRODUCTION, INC. / BERRY PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	06/15/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038840000
	UTXC01128
	LAKE CANYON ENVIRONMENTAL AND BIOLOGICAL ASSESSMEN
	BUREAU OF INDIAN AFFAIRS
	BERRY PETROLEUM COMPANY
	08/03/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038841000
	UTXC01129
	BRUNDAGE CANYON ENVIRONMENTA ASSESSMENT
	BUREAU OF INDIAN AFFAIRS
	BERRY PETROLEUM COMPANY
	05/16/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038846000
	UTXC01134
	PURCHASE AND SALE AGREEMENT
	UTE/FNR LLC
	FIML NATURAL RESOURCES, LLC / UTE ENERGY LLC / BERRY PETROLEUM COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	SALT WATER DISPOSAL AGREEMENT
	C038851000
	UTXC01139
	EPA UIC PERMIT FOR UTE TRIBAL 11-13-54 SWD
	ENVIORNMENTAL PROTECTION AGENCY (EPA)
	BERRY PETROLEUM COMPANY
	03/26/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	SALT WATER DISPOSAL AGREEMENT
	C038852000
	UTXC01140
	EPA UIC PERMIT FOR UTE TRIBAL 7-19-55 SWD
	ENVIORNMENTAL PROTECTION AGENCY (EPA)
	BERRY PETROLEUM COMPANY
	02/19/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	SALT WATER DISPOSAL AGREEMENT
	C038853000
	UTXC01141
	EPA UIC PERMIT FOR UTE TRIBAL 5-25-56 SWD
	ENVIORNMENTAL PROTECTION AGENCY (EPA)
	BERRY PETROLEUM COMPANY
	03/31/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038855000
	UTXC01143
	WATER APPROPRIATION AGREEMENT
	STATE OF UTAH DIVISION OF WATER RIGHTS
	BERRY PETROLEUM COMPANY
	09/14/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043361000
	 
	ABOS FIML TO BERRY 8/1/12
	FIML NATURAL RESOURCES, LLC
	BERRY PETROLEUM COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043363000
	 
	ASSIGNMENT AND BILL OF SALE
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	10/14/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043365000
	 
	ABOS UTE/FNR LLC TO BERRY 8/1/12
	UTE/FNR LLC
	BERRY PETROLEUM COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043367000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	11/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 30
30







	
																
	ASSIGNMENT
	C043368000
	 
	ABOS UTE/FNR LLC TO BERRY 8/1/12 ROW
	UTE/FNR LLC
	BERRY PETROLEUM COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043370000
	 
	ASSN FIML TO BERRY 8/1/12 2ND
	FIML NATURAL RESOURCES, LLC
	BERRY PETROLEUM COMPANY
	08/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043372000
	 
	ASSN OF PARTIAL O&G INTEREST
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	01/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043373000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	11/02/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043374000
	 
	PARTIAL ASSN OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	01/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043376000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	ESTATE OF MARY ALICE PENDLETON POINDEXTER
	BERRY PETROLEUM COMPANY, LLC
	03/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043377000
	 
	PARTIAL ASSIGNEMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	11/15/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043378000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	02/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043382000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TALISMAN ENERGY USA, INC
	BERRY PETROLEUM COMPANY, LLC
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043384000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY LLC
	02/03/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043385000
	 
	ASSIGNMENT OF PARTIAL INTERESTS IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	02/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043387000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/19/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043390000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	02/06/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043391000
	 
	UNAPPROVED-UTU 8894A TRANSFER OF OPERATING RIGHTS
	TALISMAN OIL & GAS COMPANY
	BERRY PETROLEUM COMPANY
	07/17/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043393000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	02/13/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 31
31







	
																
	ASSIGNMENT
	C043395000
	 
	UNAPPROVED-UTU 8895A TRANSFER OF OPERATING RIGHTS
	TALISMAN OIL & GAS COMPANY
	BERRY PETROLEUM COMPANY
	07/17/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043398000
	 
	CORRECTION ASSIGNMENT OF PARTIAL INTEREST IN O&G L
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	06/28/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043399000
	 
	UNAPPROVED-UTU 8897A TRANSFER OF OPERATING RIGHTS
	TALISMAN OIL & GAS COMPANY
	BERRY PETROLEUM COMPANY
	07/17/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043400000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	03/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043401000
	 
	UTU 81700 ASSINGMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043402000
	 
	ASSIGNMENT OF MINING LEASE
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	05/13/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043403000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	03/17/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043404000
	 
	TRANSFER OF OPERATING RIGHTS
	BILL BARRETT CORPORATION
	BERRY PETROLEUM CORPORATION
	07/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043405000
	 
	UTU 8894-A TRANSFER OF OPERATING RIGHTS
	BURLINGTON RESOURCES OIL AND GAS COMPANY, LP
	BERRY PETROLEUM COMPANY, LLC
	08/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043406000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY ET AL
	04/01/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043407000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	02/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043408000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	05/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043409000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	12/03/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043411000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	BURLINGTON RESOURCES OIL AND GAS COMPANY, LP
	BERRY PETROLEUM COMPANY, LLC
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043412000
	 
	UNRECORDED - ASSIGNM PARTIAL INT O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	06/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 32
32







	
																
	ASSIGNMENT
	C043414000
	 
	ASSIGNMENT OF PARTIAL INT IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	06/01/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043415000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	06/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043416000
	 
	UTU 8894-A TRANSFER OF OPERATING RIGHTS
	CHEVRON MIDCONTINENT, LP
	BERRY PETROLEUM COMPANY
	12/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043417000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY LLC
	03/03/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043418000
	 
	UTU 8895-A TRANSFER OF OPERATING RIGHTS
	CHEVRON MIDCONTINENT, LP
	BERRY PETROLEUM COMPANY
	12/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043419000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/01/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043421000
	 
	UTU 81701 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043422000
	 
	UTU 81702 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043423000
	 
	UTU 81703 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043433000
	 
	UTU 8897-A TRANSFER OF OPERATING RIGHTS
	CHEVRON MIDCONTINENT LP
	BERRY PETROLEUM COMPANY
	12/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043435000
	 
	QUIT CLAIM DEED
	CHEVRON MIDCONTINENT LP
	BERRY PETROLEUM COMPANY
	10/29/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043437000
	 
	UTU 8894A ASSIGNMENT AND CONVEYANCE OF OGL AND BOS
	DEVON ENERGY PRODUCTION COMPANY LP
	BERRY PETROLEUM COMPANY
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043438000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	EL PASO PRODUCTION COMPANY
	BERRY PETROLEUM COMPANY
	11/11/2003
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043440000
	 
	OPERATING RIGHTS OIL AND GAS LEASE ASSIGNMENT
	EOG RESOURCES INC AND DOMINION EXPLORATION & PROD INC
	LANCE OIL & GAS CO(50%) AND BERRY PETROLEUM COMPANY(50%)
	06/01/2005
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043441000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TRANSCONTINENT OIL COMPANY
	BERRY PETROLEUM COMPANY, LLC
	01/14/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 33
33







	
																
	ASSIGNMENT
	C043443000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TRANSCONTINENT OIL COMPANY
	BERRY PETROLEUM COMPANY, LLC
	03/16/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043445000
	 
	TRANSFER OF OPERATING RIGHTS
	EOG RESOURCES INC AND DOMINION EXPLORATION & PROD CO
	LANCE OIL & GAS CO INC AND BERRY PETROLEUM COMPANY
	12/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043446000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TRANSCONTINENT OIL COMPANY
	BERRY PETROLEUM COMPANY, LLC
	04/26/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043447000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/10/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043448000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	FIDELITY EXPLORATION & PRODUCTION COMPANY
	BERRY PETROLEUM COMPANY
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043451000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TRANSCONTINENT OIL COMPANY
	BERRY PETROLEUM COMPANY, LLC
	04/26/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043453000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TRANSCONTINENT OIL COMPANY
	BERRY PETROLEUM COMPANY, LLC
	02/09/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043454000
	 
	UTU 77314 ASSIGNMENT OF OIL AND GAS LEASE
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	11/10/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043457000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	05/25/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043461000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	05/26/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043462000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	05/31/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043465000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/12/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043467000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/19/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 34
34







	
																
	ASSIGNMENT
	C043474000
	 
	UTU 8894A TRANSFER OF OPERATING RIGHTS
	MARY ALICE PENDLETON POINDEXTER ESTATE
	BERRY PETROLEUM COMPANY
	12/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043475000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	07/15/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043476000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	08/30/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043479000
	 
	UTU 8894A TRANSFER OF OPERATING RIGHTS
	MARY ALICE PENDLETON POINDEXTER ESTATE
	BERRY PETROLEUM COMPANY
	12/01/2013
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043487000
	 
	UTU 5635 TRANSFER OF OPERATING RIGHTS
	MARY ALICE PENDLETON POINDEXTER ESTATE
	BERRY PETROLEUM COMPANY
	05/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043491000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	07/31/2012
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043492000
	 
	UTU 5637 TRANSFER OF OPERATING RIGHTS
	MARY ALICE PENDLETON POINDEXTER ESTATE
	BERRY PETROLEUM COMPANY
	05/01/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043495000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	MARY ALICE PENDLETON POINDEXTER ESTATE
	BERRY PETROLEUM COMPANY
	05/01/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043496000
	 
	PARTIAL ASSIGNMENT OF OIL AND GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	08/06/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043498000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/15/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043499000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN O&G LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	09/15/2008
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043501000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/20/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043503000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/28/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043504000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/28/2011
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 






Schedule 5, Page 35
35







	
																
	ASSIGNMENT
	C043505000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	08/20/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043507000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	05/19/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043510000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	03/11/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043513000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	VENTURE ENERGY LLC
	BERRY PETROLEUM COMPANY, LLC
	07/10/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043515000
	 
	ASSIGNMENT OF OIL AND GAS LEASES
	VENTURE ENERGY LLC
	BERRY PETROLEUM COMPANY, LLC
	10/20/2014
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043516000
	 
	ASSIGNMENT BILL OF SALE AND CONVEYANCE
	WILLIAMS PRODUCTION RMT COMPANY
	BERRY PETROLEUM COMPANY, LLC
	04/01/2003
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C038828000
	UTXC01058
	DEVELOPMENT AGREEMENT - COYOTE FLATS PROJECT AREA
	PETRO-CANADA RESOURCES (USA) INC
	BERRY PETROLEUM COMPANY
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	SANPETE
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043425000
	 
	UTU 81710 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043426000
	 
	UTU 81712 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043428000
	 
	UTU 81715 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043429000
	 
	UTU 81732 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043430000
	 
	UTU 81734 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	05/01/2006
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043431000
	 
	UTU 84656 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	09/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043434000
	 
	UTU 84661 ASSIGNMENT OF RECORD TITLE INTEREST
	LANCE OIL & GAS COMPANY INC
	BERRY PETROLEUM COMPANY
	09/01/2007
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UINTAH
	 
	 
	 
	 
	 






Schedule 5, Page 36
36







	
																
	MISCELLANEOUS
	C038828000
	UTXC01058
	DEVELOPMENT AGREEMENT - COYOTE FLATS PROJECT AREA
	PETRO-CANADA RESOURCES (USA) INC
	BERRY PETROLEUM COMPANY
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UTAH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043460000
	 
	ASN PETRO-CANADA/BERRY 1/19
	PETRO-CANADA RESOURCES USA INC
	BERRY PETROLEUM COMPANY
	12/06/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	UTAH
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038832000
	UTXC01074
	PURCHASE AND SALE AGREEMENT
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	09/29/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043413000
	 
	ASSIGNMENT OF PARTIAL INTEREST IN OIL & GAS LEASES
	BILL BARRETT CORPORATION
	BERRY PETROLEUM COMPANY
	12/03/2004
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043498000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/15/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043501000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES INC
	BERRY PETROLEUM COMPANY
	09/20/2010
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043512000
	 
	ASSIGNMENT OF OIL AND GAS LEASE
	TURNER PETROLEUM LAND SERVICES, INC
	BERRY PETROLEUM COMPANY, LLC
	03/11/2009
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	WASATCH
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C038580000
	TXJOA00009
	JOA FOR THE NANNIE OWENS #1
	L E JONES PRODUCTION COMPANY
	BERRY VENTURES ET AL
	11/20/1978
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	COOKE
	 
	 
	 
	 
	 

	FARMOUT AGREEMENT
	C042922000
	 
	FARMOUT AGREEMENT
	JETTA X-2 LP
	BERRY OIL COMPANY
	07/28/2010
	DIV02 - OKLAHOMA CITY
	BU055 - TEXLA
	TX
	HARRISON
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038447000
	CAMCL02467
	HORIZONTAL WELL ALLOCATION AGRMT T12NR24W27,33, 34
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	08/01/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038448000
	CAMCL02468
	HORIZONTAL WELL ALLOCATION AGRMT T12NR24W27,33, 34
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	09/14/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038449000
	CAMCL02469
	HORIZONTAL WELL ALLOCATION AGRMT T12NR24W27,31 - B
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	03/01/2006
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038450000
	CAMCL02470
	HORIZONTAL WELL ALLOCATION AGRMT T12NR24W27, 33, 3
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	02/25/2010
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C038451000
	CAMCL02471
	HORIZONTAL WELL ALLOCATION AGMT T12NR24W27,33 & T3
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	05/20/2010
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 






Schedule 5, Page 37
37







	
																
	ASSIGNMENT
	C038459000
	CAMIN1050
	OCCIDENTAL OF ELK HILLS INC
	 
	BERRY PETROLEUM COMPANY
	06/01/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038466000
	CAXC02489/000
	PSA EQUILON ENTERPRISES LLC TO BERRY PETROLEUM COM
	EQUILON ENTERPRISES LLC
	BERRY PETROLEUM COMPANY
	12/15/2011
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038467000
	CAXC02491
	LETTER AGREEMENT T30SR22E21
	UNION PACIFIC RAILROAD COMPANY
	BERRY PETROLEUM COMPANY
	10/01/2013
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	WATER AGREEMENT
	C038470000
	CAXC02035
	WASTE WATER DISPOSAL AGREEMENT - SINKING FUND
	VALLEY WATER MANAGEMENT COMPANY
	BERRY PETROLEUM COMPANY ET AL
	10/18/1993
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038471000
	CAXC02063
	CONTRACT FOR THE SALE OF NON-RESIDENTIAL NATURAL G
	SOUTHERN CALIFORNIA GAS  COMPANY
	BERRY PETROLEUM COMPANY
	10/16/1986
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	COMMUNITIZATION AGREEMENT
	C038476000
	CAXC02092
	AGMT TO COMMINGLE PRODUCTION T32SR24E31 (EDWARDS)
	MOBIL EXPLORATION & PRODUCING U.S. INC AS AGENT FOR MOBIL OIL CORPORATION
	BERRY PETROLEUM COMPANY
	10/01/1990
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038479000
	CAXC02110
	ASSIGNMENT TO BPC T31SR22E2 & 24 - FAIRFIELD PROPE
	ATLANTIC RICHFIELD COMPANY
	BERRY PETROLEUM COMPANY
	12/31/1991
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	COMMUNITIZATION AGREEMENT
	C038481000
	CAXC02120
	FEDERAL COMMINGLING AGRMT T31SR22E3, 11, 12 & 20 -
	BUREAU OF LAND MANAGEMENT
	BERRY PETROLEUM COMPANY
	05/17/2001
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	WATER AGREEMENT
	C038483000
	CAXC02135
	RESTATED DISCTRICT AGRMT WATER SERVICE RIGHTS #7 -
	WEST KERN WATER DISTRICT
	BERRY PETROLEUM
	12/01/2005
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038489000
	CAXC02442
	NONDISCLOSURE AGREEMENT - ESYS/BPC
	ESYS THE ENERGY CONTROL COMPANY
	BERRY PETROLEUM COMPANY
	11/03/2005
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	COMMINGLING AGREEMENT
	C038493000
	CAXC02490
	COMMINGLING AGREEMENT T27SR27E14, 23 - POSO CREEK
	BUREAU OF LAND MANAGEMENT
	BERRY PETROLEUM COMPANY
	09/21/2006
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	WATER AGREEMENT
	C042897000
	 
	RESTATED DISTRICT AGREEMENT NO. 11
	WEST KERN WATER DISTRICT
	BERRY PETROLEUM
	07/26/2005
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043307000
	CAXC02178
	BLM RECORD TITLE ASGMT CAS-019369
	MAGNESS PETROLEUM COMPANY
	BERRY PETROLEUM COMPANY
	09/11/1995
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 






Schedule 5, Page 38
38







	
																
	PURCHASE AND SALE AGREEMENT
	C043308000
	CAXC02486
	ASSET SALE AND PURCHASE AGREEMENT T31SR24E21 - TID
	CHEVRON USA, INC
	BERRY PETROLEUM COMPANY
	04/01/2012
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	WATER AGREEMENT
	C043309000
	CAXC02195
	RESTATED DISCTRICT AGRMT WATER SERVICE RIGHTS #9
	WEST KERN WATER DISTRICT
	BERRY PETROLEUM
	12/01/2005
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	FACILITY LEASE
	C043310000
	CAMCL02441
	BAKERSFIELD OFFICE LEASE - 5201 TRUXTUN AVE
	LEVITT BAKERSFIELD, LLC
	BERRY PETROLEUM COMPANY
	02/17/2006
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C043313000
	CAXC02212
	METER SERVICE AGRMT FOR CAISO METERED ENTITIES T12
	CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION
	BERRY PETROLEUM COMPANY
	03/31/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043315000
	CAXC02146
	ASSIGNMENT AGREEMENT - PAN, SOUTHWESTERN, GP FARMS
	FOUR CORNERS PIPE LINE COIMPANY
	BERRY PETROLEUM COMPANY
	10/13/1993
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C043323000
	CAXC02509
	PURCHASE AND SALE AGREEMENT T32SR23E22
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY, LLC
	11/01/2014
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C043325000
	CAXC02511
	AGREEMENT AND BILL OF SALE T31SR22E13-14 - NORTH M
	AERA ENERGY, LLC
	BERRY PETROLEUM COMPANY
	03/01/2007
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	SEISMIC AGREEMENT
	C043327000
	CAXC02484
	WAIVER OF LIABILITY AND INDEMNITY AGRMT T29SR21E16
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	01/17/2011
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	SEISMIC AGREEMENT
	C043328000
	CAXC02482
	SEISMIC DATA LICENSE AGREEMENT T27SR27E22-27 - CYM
	CHEVRON USA INC
	BERRY PETROLEUM COMPANY
	09/30/2010
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C043332000
	CAXC02216
	PURCHASE AND SALE OF PARTNERSHIP INTEREST - UNIVER
	UNIVERSITY COGENERATION INC & UNIVERISTY COGENERATION PARTNERS LTD. 1985-1
	BERRY PETROLEUM COMPANY
	08/08/1995
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	NOT RECORDED
	CA
	KERN

	WATER AGREEMENT
	C043333000
	CAXC02475
	PRODUICED WATER SUPPLY AGREEMENT T31SR22E2
	CHEVRON USA INC
	BERRY PETROLEUM COMPANY
	12/12/2011
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C043334000
	CAXC02471
	INTERCONNECT AGREEMENT T27SR27E35 - POSO CREEK MET
	MOJAVE PIPELINE OPERATING COMPANY
	BERRY PETROLEUM COMPANY
	09/14/2010
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C043335000
	CAXC02217
	AGREEMENT OF LIMITED PARTNERSHIP - UNIVERSITY COGE
	UNIVERISTY COGENERATION PARTNERS LTD 1985-1
	BERRY HOLDING COMPANY ET AL
	08/08/1995
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	NOT RECORDED
	CA
	KERN






Schedule 5, Page 39
39







	
																
	LETTER AGREEMENT
	C043336000
	CAMCL02432
	12"  PRODUCED WATER PIPELINE ROW T27SR27E14
	CRAIG WATERMAN
	BERRY PETROLEUM COMPANY
	01/10/2005
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	SEISMIC AGREEMENT
	C043339000
	CAXC02481
	DATA LICENSE AGRMT T31SR22E2 - DIATOMITE 2D
	CHEVRON USA INC
	BERRY PETROLEUM COMPANY
	06/26/2012
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043342000
	CAXC02081
	ASN OPERATING AGRMT CHEVRON USA INC
	CHEVRON USA INC
	BERRY PETROLEUM COMPANY
	10/01/1991
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C043344000
	CAXC02326
	LETTER AGREEMENT MEASURE PRODUCTION T32SR24E31 - L
	AERA ENERGY LLC
	BERRY PETROLEUM COMPANY
	06/30/1999
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C043346000
	CAXC02111
	AGRMT GOVERNING JV - KERN RIVER-MOJAVE PIPELINE LA
	MOBIL OIL CORPORATION, BERRY PETROLEUM COMPANY, CHALK CLIFF LIMITED, TANNEHILL OIL COMPANY
	MOBIL OIL CORPORATION, BERRY PETROLEUM COMPANY, CHALK CLIFF LIMITED, TANNEHILL OIL COMPANY
	12/02/1991
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	JOINT VENTURE AGREEMENT
	C043348000
	CAXC02127
	AGRMT GOVERNING JV - SOUTH MIDWAY BDT SERVICE PIPE
	BERRY PETROLEUM COMPANY, CHALK CLIFF LIMTIED, TANNEHILL OIL COMPANY
	BERRY PETROLEUM COMPANY, CHALK CLIFF LIMTIED, TANNEHILL OIL COMPANY
	01/08/1992
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C044289000
	CAXC02272
	METER SERVICE AGRMT FOR CAISO METERED ENTITIES T4N
	CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION
	BERRY PETROLEUM COMPANY
	03/31/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038427000
	CAFEE1106
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038428000
	CAFEE1107
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038429000
	CAFEE1108
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038430000
	CAFEE1109
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 






Schedule 5, Page 40
40







	
																
	ASSIGNMENT
	C038455000
	CAMIN1041
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038456000
	CAMIN1042
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038457000
	CAMIN1043
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038458000
	CAMIN1044
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038460000
	CAMIN1053
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038462000
	CASUR1006
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	ASSIGNMENT
	C038463000
	CASUR1007/000
	AERA ENERGY LLC
	 
	BERRY PETROLEUM COMPANY
	12/31/1998
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038492000
	CAXC02485
	AMRICH, LLC PSA TO BERRY PETROLEUM COMPANY
	AMRICH, LLC
	BERRY PETROLEUM COMPANY
	06/20/2012
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C043311000
	CAXC02487
	POWER PURCHASE AND SALE AGREEMENT T4NR15W31 - PLAC
	SOUTHERN CALIFORNIA EDISON COMPANY
	BERRY PETROLEUM COMPANY
	07/02/2012
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	MISCELLANEOUS
	C044289000
	CAXC02272
	METER SERVICE AGRMT FOR CAISO METERED ENTITIES T4N
	CALIFORNIA INDEPENDENT SYSTEM OPERATOR CORPORATION
	BERRY PETROLEUM COMPANY
	03/31/2009
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	LOS ANGELES
	 
	 
	 
	 
	 

	Compression
	 
	 
	Refrigeration Compressor #1 Unit #10127
	Exterran
	BERRY PETROLEUM COMPANY
	7/31/2012
	 
	 
	UT
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Refrigeration Compressor #2 Unit #10129
	Exterran
	BERRY PETROLEUM COMPANY
	7/31/2012
	 
	 
	UT
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Refrigeration Compressor #3 Unit #10130
	Exterran
	BERRY PETROLEUM COMPANY
	7/31/2012
	 
	 
	UT
	 
	 
	 
	 
	 
	 

	Equipment Rental
	 
	 
	Customer Service Agreement
	Unifirst
	Berry
	9/5/2012
	 
	 
	UT
	 
	 
	 
	 
	 
	 




Schedule 5 Part B (Non-Marketing)






Schedule 5, Page 41
41







	
																	
	Contract Type
	Contract #
	Legacy Contract #
	Contract Name
	Party A
	Party B
	Effective Date
	Division
	Business Unit
	State
	County
	Book
	Page
	Registry
	Rec St
	Rec County
	Description

	EXCHANGE AGREEMENT
	C033649000
	C043456
	PSA XTO EXXON > LINN BERRY 5/20/14
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	05/20/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033667000
	C043474
	ASN XTO > LINN 6/1/14 FINNEY KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033709000
	C043523
	JUA LINN & XTO 8/15/14 FINNEY KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	316
	805
	 
	KS
	FINNEY
	 

	ASSIGNMENT
	C043559000
	 
	ASSIGNMENT OF OIL AND GAS LEASES AND BILL OF SALE
	CATHERINE L MARDEN BY AIF MEREDITH ANN MARDEN
	LINN ENERGY HOLDINGS LLC
	08/01/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044013000
	 
	ASN KSBLM 013663 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044050000
	 
	ASN KSBLM 015922 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033706000
	C043520
	ASN XTO > LINN 6/1/14 GRANT KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033710000
	C043524
	JUA LINN & XTO 8/15/14 GRANT KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	37
	441
	 
	KS
	GRANT
	 

	ASSIGNMENT
	C035558000
	C045643
	ASN XTO > LINN 6/1/14 GRANT KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044002000
	 
	ASN BLM KSW 0056666 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044003000
	 
	ASN BLM KSW 0056669 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033664000
	C043471
	ASN XTO > LINN 6/1/14 HAMILTON KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	HAMILTON
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033716000
	C043530
	JUA LINN & XTO 8/15/14 HAMILTON KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	HAMILTON
	170
	95
	 
	KS
	HAMILTON
	 

	ASSIGNMENT
	C033684000
	C043495
	ASN XTO > LINN 6/1/14 HASKELL KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	HASKELL
	 
	 
	 
	 
	 
	 






Schedule 5, Page 42
42







	
																	
	JOINT USE AGREEMENT
	C033726000
	C043540
	JUA LINN & XTO 8/15/14 HASKELL KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	HASKELL
	221
	160
	201400809
	KS
	HASKELL
	 

	ASSIGNMENT
	C033685000
	C043496
	ASN XTO > LINN 6/1/14 KEARNY KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033728000
	C043542
	JUA LINN & XTO 8/15/14 KEARNY KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	262
	222
	 
	KS
	KEARNY
	 

	ASSIGNMENT
	C035552000
	C045637
	ASN XTO > LINN 6/1/14 KEARNY KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	DOMESTIC GAS AGREEMENT
	C042771000
	 
	PPG JUANITA P CRONE SEC 16-T24S-R36W KEARNY CO KS
	JUANITA P CRONE
	LINN ENERGY HOLDINGS LLC ET AL
	03/08/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043543000
	 
	GAS UTILITY AGREEMENT - HAYZLETT
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	RANDY L HAYZLETT AND PAMELA S HAYZLETT
	10/22/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043544000
	 
	GAS UTILITY AGREEMENT - KOEHN
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	KELLY D KOEHN AND CAROLYN KOEHN
	12/10/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043545000
	 
	GAS UTILITY AGREEMENT - KURZ TRUST
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	ELLEN M KURZ TESTAMENTARY TRUST
	12/07/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043548000
	 
	GAS UTILITY AGREEMENT - REXROAT, K.
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	JAMES KEITH REXROAT AND CAROL ANN REXROAT
	02/01/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043549000
	 
	GAS UTILITY AGREEMENT - DARNELL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	EDWIN L DARNELL
	01/29/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043550000
	 
	GAS UTILITY AGREEMENT - HOGAN
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	GEORGE F HOGAN AND JUDITH A HOGAN
	01/29/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043552000
	 
	GAS UTILITY AGREEMENT - REXROAT, H.
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	HOWARD E REXROAT AND COLLEEN REXROAT
	12/31/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044011000
	 
	ASN KSBLM 014149 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044014000
	 
	ASN KSBLM 013848 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 






Schedule 5, Page 43
43







	
																	
	ASSIGNMENT
	C044015000
	 
	ASN KSBLM 013849 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044016000
	 
	ASN KSBLM 018900 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044017000
	 
	ASN KSBLM 021147 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044022000
	 
	ASN BLM KSGLO 07056 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044023000
	 
	ASN BLM KSGLO 09936 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044024000
	 
	ASN BLM KSGLO 09938 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044026000
	 
	ASN BLM KSGLO 09940 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044027000
	 
	ASN BLM KSGLO 09942 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044029000
	 
	ASN BLM KSGLO 09943 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044030000
	 
	ASN BLM KSGLO 09944 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044033000
	 
	ASN BLM KSGLO 09947 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044047000
	 
	ASN BLM KSGLO 09939 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044048000
	 
	ASN BLM KSGLO 09945 > LINN/BERRY OP RIGHTS, SEC 8
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044049000
	 
	ASN BLM KSGLO 09953 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 






Schedule 5, Page 44
44







	
																	
	ASSIGNMENT
	C044051000
	 
	ASN KSBLM 014033 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044052000
	 
	ASN KSBLM 013737 > LINN/BERRY OP RIGHTS, SEC 26
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044053000
	 
	ASN KSBLM 013737 > LINN/BERRY OP RIGHTS, SEC 27
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044054000
	 
	ASN KSBLM 013737 > LINN/BERRY OP RIGHTS, SEC 19
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044055000
	 
	ASN KSBLM 013848 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044056000
	 
	ASN KSBLM 016271 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044057000
	 
	ASN KSBLM 026895 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044058000
	 
	ASN BLM KSGLO 09936 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044059000
	 
	ASN BLM KSGLO 09938 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044061000
	 
	ASN BLM KSGLO 09940 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044062000
	 
	ASN BLM KSGLO 09942 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044063000
	 
	ASN BLM KSGLO 09949 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044064000
	 
	ASN BLM KSGLO 09950 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044068000
	 
	ASN BLM KSGLO 09939 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 






Schedule 5, Page 45
45







	
																	
	ASSIGNMENT
	C044070000
	 
	ASN BLM KSGLO 09945 > LINN/BERRY OP RIGHTS, SEC 17
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044071000
	 
	ASN BLM KSGLO 09945 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044072000
	 
	ASN BLM KSGLO 09953 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033675000
	C043483
	ASN XTO > LINN 6/1/14 MORTON KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033715000
	C043529
	JUA LINN & XTO 8/15/14 MORTON KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	178
	659
	 
	KS
	MORTON
	 

	ASSIGNMENT
	C044020000
	 
	ASN KSBLM 034614 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044034000
	 
	ASN BLM KSNM 67013 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044035000
	 
	ASN BLM KSNM 67014 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044036000
	 
	ASN BLM KSNM 67019 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044038000
	 
	ASN BLM KSNM 67020 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044039000
	 
	ASN BLM KSNM 67942 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044042000
	 
	ASN BLM KSNM 68692 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044043000
	 
	ASN BLM KSNM 81827 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044065000
	 
	ASN BLM KSNM 114718 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 






Schedule 5, Page 46
46







	
																	
	ASSIGNMENT
	C044073000
	 
	ASN BLM KSNM 84091 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044085000
	 
	ASN BLM KSNM 91778 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033703000
	C043516
	ASN XTO > LINN 6/1/14 SEWARD KS
	XTO ENERGY INCET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033717000
	C043531
	JUA LINN & XTO 8/15/14 SEWARD KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	668
	1068
	 
	KS
	SEWARD
	 

	ASSIGNMENT
	C044005000
	 
	ASN BLM KSW 0056769 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044046000
	 
	ASN KSBLM 012836 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044066000
	 
	ASN KSBLM 012836 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044068000
	 
	ASN BLM KSGLO 09939 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044071000
	 
	ASN BLM KSGLO 09945 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044072000
	 
	ASN BLM KSGLO 09953 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	SEWARD
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033686000
	C043497
	ASN XTO > LINN 6/1/2014 STANTON  KS
	XTO ENERGY INC ETAL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STANTON
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033735000
	C043558
	JUA LINN & XTO 8/15/14 STANTON KS
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	XTO ENERGY INC AND EXXONMOBIL OIL CORPORATION
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STANTON
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033668000
	C043475
	ASN XTO > LINN 6/1/14 STEVENS KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033713000
	C043527
	JUA LINN & XTO 8/15/14 STEVENS KS
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	294
	338
	 
	KS
	STEVENS
	 

	DOMESTIC GAS AGREEMENT
	C034493000
	C044471
	PPG LAZY T LAND & CATTLE LLC
	XTO ENERGY INC
	LINN OPERATING, INC.
	04/20/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 






Schedule 5, Page 47
47







	
																	
	SALT WATER DISPOSAL AGREEMENT
	C034694000
	C044676
	SWD WADE D GREENWOOD
	WADE D GREENWOOD
	LINN OPERATING, INC.
	04/04/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C043546000
	 
	GAS UTILITY AGREEMENT - FROESE
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	GERHARD FROESE AND HELENA FROESE
	09/12/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043998000
	 
	ASN BLM KSW 0056842 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C033712000
	C043526
	ASN XTO > LINN 6/1/14 TEXAS OK
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	OK
	TEXAS
	 
	 
	 
	 
	 
	 

	JOINT USE AGREEMENT
	C033720000
	C043534
	JUA LINN & XTO 8/15/14 TEXAS OK
	XTO ENERGY INC ET AL
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	08/15/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	OK
	TEXAS
	1297
	111
	I-2014-002715
	OK
	TEXAS
	 

	ASSIGNMENT
	C044007000
	 
	ASN BLM OKNM 039006 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	OK
	TEXAS
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044044000
	 
	ASN BLM OKGLO 09822 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	OK
	TEXAS
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C044045000
	 
	ASN BLM OKGLO 010596 > LINN/BERRY OP RIGHTS
	EXXONMOBIL OIL CORPORATION C/O XTO ENERGY INC
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV01 - HOUSTON
	BU038 - HUGOTON
	OK
	TEXAS
	 
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C038568000
	COXC01304
	LANDFARMING AGREEMENT FOR I11 697 PAD
	CAERUS PICEANCE LLC
	LINN OPERATING INC AS AGENT FOR BERRY PETROLEUM COMPANY LLC
	09/01/2014
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 
	 

	CONFIDENTIALITY AGREEMENT
	C044284000
	 
	CON LARAMIE ENERGY/LINN OPERATING
	LARAMIE ENERGY
	LINN OPERATING INC AS AGENT FOR BERRY PETROLEUM COMPANY LLC
	08/01/2016
	DIV01 - HOUSTON
	BU049 - PICEANCE
	CO
	GARFIELD
	 
	 
	 
	 
	 
	 

	UNIT DESIGNATION
	C036722000
	UTPA01010
	DOP #13-5D-35 BTR DUCHESNE CO UT
	BILL BARRETT CORPORATION ET AL
	LINN EXCHANGE PROPERTIES, LLC
	08/05/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 
	 

	JOINT OPERATING AGREEMENT
	C036728000
	C046852
	JOA WHITE TRUST 3-23C5  DUCHESNE CO
	EP ENERGY E&P COMPANY LP
	LINN ENERGY HOLDINGS LLC ETAL
	07/22/2015
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 
	 

	PURCHASE AND SALE AGREEMENT
	C038496000
	CAXC02496
	CHEVRON USA INC
	CHEVRON USA INC
	LINN ENERGY HOLDINGS LLC
	03/17/2015
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C043324000
	CAMCL02572
	ENCROACHMENT STIPULATION T31SR22E1 - 2 WATER PIPE
	MOJAVE PIPELINE COMPANY LLC
	LINN OPERATING INC
	02/17/2015
	DIV05 - CALIFORNIA
	BU001 - CALIFORNIA - BREA
	CA
	KERN
	 
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C044293000
	CAXC02513
	LTA GLASSPOINT SOLAR / LINN ENERGY
	GLASSPOINT SOLAR INC
	LINN ENERGY LLC
	10/03/2016
	DIV05 - CALIFORNIA
	BU045 - SOCAL
	CA
	KERN
	 
	 
	 
	 
	 
	 

	EXCHANGE AGREEMENT
	C038494000
	 
	EXCHANGE AGREEMENT - LINN/BERRY AND EXXON
	LINN ENERGY HOLDINGS, LLC AND BERRY PETROLEUM COMPANY, LLC
	EXXON MOBIL CORPORATION
	09/18/2014
	DIV05 - CALIFORNIA
	BU046 - NEW STEAM FLOODS
	CA
	KERN
	 
	 
	 
	 
	 
	 






Schedule 5, Page 48
48







	
																	
	WATER AGREEMENT
	C038497000
	CAXC02497
	2015 WATER SUPPLY CONTRACT / BELRIDGE
	BELRIDGE WATER STORAGE DISTRICT
	LINN ENERGY HOLDINGS LLC
	01/01/2015
	DIV05 - CALIFORNIA
	BU046 - NEW STEAM FLOODS
	CA
	KERN
	 
	 
	 
	 
	 
	 

	ASSIGNMENT
	C043276000
	 
	ASSIGNMENT BILL OF SALE CONVEYANCE T28SR21E19 - HI
	EXXON MOBIL CORPORATION, XTO ENERGY INC IN AS AIF
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	06/01/2014
	DIV05 - CALIFORNIA
	BU046 - NEW STEAM FLOODS
	CA
	KERN
	 
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C044294000
	CAXC02514
	LTA GLASSPOINT SOLAR / LINN ENERGY KERN CA
	LINN ENERGY LLC
	GLASSPOINT SOLAR INC
	10/03/2016
	DIV05 - CALIFORNIA
	BU046 - NEW STEAM FLOODS
	CA
	KERN
	 
	 
	 
	 
	 
	 

	LETTER AGREEMENT
	C044324000
	 
	LTA APPALOOSA / LINN ENERGY
	LINN ENERGY HOLDINGS LLC
	APPALOOSA OPERATING COMPANY LLC ET AL
	10/05/2016
	DIV01 - HOUSTON
	BU050 - UINTA
	UT
	DUCHESNE
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C044413000
	 
	GAS UTILITY AGREEMENT - FOULKS - FINNY CO KS
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	HARLEY M FOULKS ET UX
	11/22/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C044447000
	 
	GAS UTILITY AGREEMENT - GUGELMEYER - KEARNY CO KS
	AIMEE GUGELMEYER DICKEY ET VIR
	LINN ENERGY HOLDINGS LLC ET AL
	03/04/2016
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY
	 
	 
	 
	 
	 
	 

	FREE GAS AGREEMENT
	C044448000
	 
	GAS UTILITY AGREEMENT - KOEHN - GRANT CO KS
	BILL RAY KOEHN ET UX
	LINN ENERGY HOLDINGS LLC AND BERRY PETROLEUM COMPANY LLC
	12/17/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT
	 
	 
	 
	 
	 
	 

	Lease
	 
	 
	Co-Location Agreement (Flattop Tower)
	Linn Operating Inc.
	UBTA-UBET Communications Inc. dba Strata Networks
	10/8/2014
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	DAVIS HOLLOW #2 Unit #10176
	Linn Operating Inc.
	Exterran
	6/24/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	DAVIS HOLLOW #1 Unit #311110
	Linn Operating Inc.
	Exterran
	6/24/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 22 #1 Unit #312183
	Linn Operating Inc.
	Exterran
	6/24/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 21 Unit #804366
	Linn Operating Inc.
	Exterran
	11/4/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 7 Unit #3284
	Linn Operating Inc.
	JW Power
	9/30/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 22 #2 Unit #3461
	Linn Operating Inc.
	JW Power
	9/30/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 23 Unit #3713
	Linn Operating Inc.
	JW Power
	9/30/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Section 7 Unit #5700
	Linn Operating Inc.
	JW Power
	9/30/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Compression
	 
	 
	Gas Plant #2 Unit #6573
	Linn Operating Inc.
	JW Power
	9/30/2015
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Equipment Lease
	 
	 
	Sales Order, Maintenance Agreement and Lease Supplement
	Linn Operating, Inc.
	Dahill and US Bank Equipment Finance
	1/2/2014
	 
	 
	UT
	 
	 
	 
	 
	 
	 
	 

	Equipment Lease
	 
	 
	Rental Agreement
	Linn Energy, LLC
	De Lage Landen Financial Services, Inc.
	3/12/2013
	 
	 
	CA
	 
	 
	 
	 
	 
	 
	 

	Right of Way
	R009189000
	C043828
	SUR USDA FOREST SERVICE CIM99 MORTON CO
	USDA FOREST SERVICE CIM99
	LINN OPERATING, INC.
	06/30/2015
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON
	 
	 
	UNRECORDED
	KS
	Morton
	T034S-R039W-005  SW






Schedule 5, Page 49
49







	
																	
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T034S-R039W-009  N










Schedule 5, Page 50
50







Schedule 5 Part C (Non-Marketing)


	
														
	Contract Name
	Party A
	Party B
	Effective Date
	Division
	Business Unit
	State
	County
	Book
	Page
	Registry
	Rec St
	Rec County
	Description

	THE GARDEN CITY COMPANY
	THE GARDEN CITY COMPANY
	PLAINS PETROLEUM OPERATING CO
	01/25/1991
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	92
	421
	 
	KS
	FINNEY
	T022S-R033W-030

	LOUIS C MCDANIEL, ET UX
	LOUIS C MCDANIEL, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	03/02/1954
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	AG 30
	77
	 
	KS
	FINNEY
	T022S-R034W-005

	ANNA GREEN MARTZ, ET AL
	ANNA GREEN MARTZ, ET AL
	KANSAS NEBRASKA NATURAL GAS CO
	03/24/1954
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	AG 30
	78
	 
	KS
	FINNEY
	T022S-R034W-008

	DAVE KOEHN NON-MARITAL TRUST
	DAVE KOEHN NON-MARITAL TRUST
	XTO ENERGY INC
	03/29/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	 
	 
	UNRECORDED
	KS
	FINNEY
	T025S-R032W-025  NW

	CHARLES GARDINER SALMANS ET AL
	CHARLES GARDINER SALMANS ET AL
	XTO ENERGY INC
	03/25/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	 
	 
	UNRECORDED
	KS
	FINNEY
	T026S-R031W-029  S

	KLEYSTEUBER & GILLEN INC
	KLEYSTEUBER & GILLEN INC
	XTO ENERGY INC
	04/05/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	FINNEY COUNTY
	 
	 
	UNRECORDED
	KS
	FINNEY
	T026S-R031W-029  N

	SUR JERRELL D NIGHTENGALE ET UX GRANT CO KS
	JERRELL D NIGHTINGALE ET UX
	MOBIL OIL CORPORATION
	05/19/1997
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT COUNTY
	47
	19
	 
	KS
	GRANT
	T028S-R036W-004  SE

	SUR EDNA TUCKER TRUST GRANT CO KS
	EDNA TUCKER TRUST
	MOBIL OIL CORPORATION
	06/12/1998
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	GRANT COUNTY
	48
	23
	 
	KS
	GRANT
	T029S-R036W-024  SE

	SUR FLORINE VINCENT ET VIR KEARNY CO KS
	FLORINE & ELDON R VINCENT
	PLAINS PETROLEUM OPERATING COMPANY
	01/27/1993
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	 
	 
	UNRECORDED
	KS
	KEARNY
	T024S-R037W-028  NE/NE/NE

	SUR WHITE ENTERPRISES USA-WHITE UNIT C WELLS
	WHITE ENTERPRISES
	MOBIL OIL CORPORATION
	09/27/1996
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	147
	507
	 
	KS
	KEARNY
	T026S-R035W-008

	BEULAH BRADDOCK, ET VIR
	BEULAH BRADDOCK, ET VIR
	PLAINS PETROLEUM OPERATING CO
	09/04/1991
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	109
	275
	 
	KS
	KEARNY
	T024S-R038W-014

	NELLIE BELLE ARNOLD, ET VIR
	NELLIE BELLE ARNOLD, ET VIR
	KANSAS NEBRASKA NATURAL GAS CO
	08/04/1955
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	17
	302
	 
	KS
	KEARNY
	T022S-R035W-002

	SUDAN INTERIOR MISSION, INC
	SUDAN INTERIOR MISSION, INC
	KANSAS NEBRASKA NATURAL GAS CO
	08/24/1955
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	17
	301
	 
	KS
	KEARNY
	T022S-R035W-002

	HERBERT M CRAMER, ET UX
	HERBERT M CRAMER, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	04/21/1953
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	16
	502
	 
	KS
	KEARNY
	T022S-R035W-016

	W T ROONEY JR, ET UX
	W T ROONEY JR, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	08/02/1955
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	17
	300
	 
	KS
	KEARNY
	T022S-R035W-004






Schedule 5, Page 51
51







	
														
	ANNE ROONEY SHERMAN, ET AL
	ANNE ROONEY SHERMAN, ET AL
	KANSAS NEBRASKA NATURAL GAS CO
	09/01/1959
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	409
	 
	KS
	KEARNY
	T022S-R035W-004

	W T ROONEY, III
	W T ROONEY, III
	KANSAS NEBRASKA NATURAL GAS CO
	11/05/1990
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	109
	235
	 
	KS
	KEARNY
	T022S-R035W-004

	MARVIN SWANK, ET UX
	MARVIN SWANK, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	06/28/1979
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	33
	171
	 
	KS
	KEARNY
	T023S-R037W-015

	THELMA V STINCHCOMB
	THELMA V STINCHCOMB
	KANSAS NEBRASKA NATURAL GAS CO
	06/28/1979
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	33M
	173
	 
	KS
	KEARNY
	T023S-R037W-015

	EILEEN L RYBERG
	EILEEN L RYBERG
	KN ENERGY INC
	05/16/1990
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	102R
	173
	 
	KS
	KEARNY
	T023S-R037W-017

	FLORENCE BEIDERWELL
	FLORENCE BEIDERWELL
	KANSAS NEBRASKA NATURAL GAS CO
	06/06/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	39
	 
	KS
	KEARNY
	T023S-R038W-016

	C W BUCK ESTATE
	C W BUCK ESTATE
	KANSAS NEBRASKA NATURAL GAS CO
	02/03/1958
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	189
	 
	KS
	KEARNY
	T023S-R038W-015

	ROY R KURZ, ET UX
	ROY R KURZ, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	01/22/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	40
	 
	KS
	KEARNY
	T023S-R038W-021

	J D HOUCK, ET UX
	J D HOUCK, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	09/19/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	108
	 
	KS
	KEARNY
	T023S-R038W-028

	CLARK M HOUCK
	CLARK M HOUCK
	KANSAS NEBRASKA NATURAL GAS CO
	03/27/1980
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	34M
	249
	 
	KS
	KEARNY
	T023S-R038W-027

	C W LINDNER, ET UX
	C W LINDNER, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	01/23/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	41
	 
	KS
	KEARNY
	T023S-R038W-029

	HARRY PALMER, ET UX
	HARRY PALMER, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	05/17/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	43
	 
	KS
	KEARNY
	T023S-R038W-029

	MARTHA M ALLEN, ET VIR
	MARTHA M ALLEN, ET VIR
	KANSAS NEBRASKA NATURAL GAS CO
	01/23/1957
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	18
	42
	 
	KS
	KEARNY
	T023S-R038W-032

	JESSE D HOUCK, ET UX
	JESSE D HOUCK, ET UX
	KANSAS NEBRASKA NATURAL GAS CO
	12/16/1955
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	17
	384
	 
	KS
	KEARNY
	T023S-R038W-033

	DAVID V WRIGHT
	DAVID V WRIGHT
	XTO ENERGY INC.
	09/28/2005
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	212
	481
	 
	KS
	KEARNY
	T023S-R037W-002  SE






Schedule 5, Page 52
52







	
														
	KENNETH & WILMA DAVIS TRUST
	KENNETH & WILMA DAVIS TRUST
	XTO ENERGY INC.
	10/05/2005
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	212
	7
	 
	KS
	KEARNY
	T023S-R037W-002  NE

	AMERICAN IMPLEMENT INC
	AMERICAN IMPLEMENT INC
	XTO ENERGY INC
	03/27/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	 
	 
	UNRECORDED
	KS
	KEARNY
	T025S-R036W-035  N

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T025S-R036W-035  SE

	RHONDA JEAN NIGHTINGALE ET VIR
	RHONDA JEAN NIGHTINGALE ET VIR
	XTO ENERGY INC
	03/24/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	 
	 
	UNRECORDED
	KS
	KEARNY
	T025S-R036W-036  NE

	BEYMER & BEYMER INC
	BEYMER & BEYMER INC
	XTO ENERGY INC
	06/02/2008
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	 
	 
	UNRECORDED
	KS
	KEARNY
	T025S-R036W-009  NE

	MCCORMICK HOLSTEIN LLC
	MCCORMICK HOLSTEIN LLC
	XTO ENERGY INC
	08/26/2008
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	KEARNY COUNTY
	228
	559
	 
	KS
	KEARNY
	T026S-R036W-027  SW

	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	MOBIL EXPLORATION & PRODUCING US INC
	09/07/2000
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	UNRECORDED
	KS
	MORTON
	T034S-R039W-006

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T034S-R039W-007

	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	MOBIL EXPLORATION & PRODUCING US INC
	12/07/1998
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	UNRECORDED
	KS
	MORTON
	T034S-R039W-030

	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	MOBIL EXPLORATION & PRODUCING US INC
	06/03/1999
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	UNRECORDED
	KS
	MORTON
	T033S-R040W-024

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T033S-R040W-025

	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY KS
	MOBIL EXPLORATION & PRODUCING US INC
	02/23/1998
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	UNRECORDED
	KS
	MORTON
	T033S-R039W-005

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T033S-R039W-006

	PRODUCED WATER LINE SEC 25 AND 25, 33S-40W
	THE BOARD OF COUNTY COMMISIONERS OF MORTON COUNTY, KS
	MOBIL EXPLORATION & PRODUCING U S INC
	06/03/1999
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	 
	 
	 
	T033S-R040W-024

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T033S-R040W-025

	ELECTRIC LINE 6-33S-39W TO 5-33S-39W
	THE BOARD OF COUNTY COMMISIONERS OF MORTON COUNTY, KS
	MOBIL EXPLORATION & PRODUCING U S INC
	02/23/1998
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	 
	 
	 
	T033S-R039W-005

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T033S-R039W-006

	ELECTRIC LINE 26-34S-40W TO 25-34S-40W
	THE BOARD OF COUNTY COMMISSIONERS OF MORTON COUNTY, KS
	HANCOCK ELECTRIC LLC
	01/01/1997
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	MORTON COUNTY
	 
	 
	 
	 
	 
	T034S-R040W-025






Schedule 5, Page 53
53







	
														
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T034S-R040W-026

	JAMES W CULLISON ET UX
	JAMES W CULLISON ET UX
	EXXONMOBIL OIL CORPORATION
	10/27/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	238
	529
	 
	KS
	STEVENS
	T031S-R035W-027

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T031S-R035W-028

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T031S-R035W-029

	JAMES W CULLISON ET UX
	JAMES W CULLISON ET UX
	EXXONMOBIL OIL CORPORATION
	10/27/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	238
	527
	 
	KS
	STEVENS
	T031S-R035W-027

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	T031S-R035W-028

	BEVERLY K SNYDER LIVING TRUST
	BEVERLY K SNYDER LIVING TRUST
	EXXONMOBIL OIL CORPORATION
	03/09/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	249
	90
	 
	KS
	STEVENS
	T032S-R035W-009

	 
	 
	 
	 
	 
	 
	 
	 
	242
	37
	 
	KS
	STEVENS
	 

	CHARLES W HARPER ET UX
	CHARLES W HARPER ET UX
	EXXONMOBIL OIL CORPORATION
	07/29/2004
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	219
	674
	 
	KS
	STEVENS
	T033S-R035W-026

	BARBARA WALTERS LIFE EST.
	BARBARA WALTERS LIFE EST.
	EXXONMOBIL OIL CORPORATION
	08/08/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	242
	42
	 
	KS
	STEVENS
	T032S-R035W-030

	DONALD R SNYDER LIVING TRUST
	DONALD R SNYDER LIVING TRUST
	EXXONMOBIL OIL CORPORATION
	03/09/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	242
	35
	 
	KS
	STEVENS
	T032S-R035W-009

	 
	 
	 
	 
	 
	 
	 
	 
	249
	92
	 
	KS
	STEVENS
	 

	LAVERN JANICE THOMAS LOVING TRUST DTD 12/28/89
	LAVERN JANICE THOMAS LOVING TRUST DTD 12/28/89
	EXXONMOBIL OIL CORPORATION
	04/20/2011
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	272
	714
	6002249-001
	KS
	STEVENS
	T034S-R036W-014

	ROGER L MCGILL ET AL
	ROGER L MCGILL ET AL
	EXXONMOBIL OIL CORPORATION
	03/09/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	242
	47
	6004431-001
	KS
	STEVENS
	T032S-R036W-012

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	6004431-001
	KS
	STEVENS
	 

	STANLEY MCGILL ET AL
	STANLEY MCGILL ET AL
	EXXONMOBIL OIL CORPORATION
	03/09/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	242
	45
	 
	KS
	STEVENS
	T032S-R036W-012

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	KS
	STEVENS
	 

	CAROL L AND COLEMAN E DOWNING TRUSTS
	CAROL L AND COLEMAN E DOWNING TRUSTS
	EXXONMOBIL OIL CORPORATION
	05/09/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	279
	264
	 
	KS
	STEVENS
	T031S-R035W-031

	 
	 
	 
	 
	 
	 
	 
	 
	278
	543
	 
	KS
	STEVENS
	 

	W E WHITE TRUST DATED AUGUST 23 1995
	W E WHITE TRUST DATED AUGUST 23 1995
	EXXONMOBIL OIL CORPORATION
	06/17/2006
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	243
	279
	 
	KS
	STEVENS
	T032S-R036W-023

	KEITH SECREST ET AL
	KEITH SECREST ET AL
	EXXONMOBIL OIL CORPORATION
	04/12/2011
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	272
	710
	 
	KS
	STEVENS
	T034S-R036W-024

	DOROTHY M VAN NOVER LVG TT UA DTD 4/28/99
	DOROTHY M VAN NOVER LVG TT UA DTD 4/28/99
	EXXONMOBIL OIL CORPORATION
	06/04/2001
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	198
	20
	 
	KS
	STEVENS
	T035S-R037W-009

	STEVENS COUNTY BOARD OF COUNTY COMMISSIONERS
	STEVENS COUNTY BOARD OF COUNTY COMMISSIONERS
	MOBIL OIL CORPORATION
	08/22/1970
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	 
	 
	UNRECORDED
	KS
	STEVENS
	T031S-R036W-005






Schedule 5, Page 54
54







	
														
	KANSAS DEPARTMENT OF TRANSPORTATION 6-7874
	KANSAS DEPARTMENT OF TRANSPORTATION 6-7874
	MOBIL OIL CORPORATION
	07/28/1994
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	 
	 
	UNRECORDED
	KS
	STEVENS
	T032S-R037W-009

	MCGILL FAMILY TRUST - 1997
	MCGILL FAMILY TRUST - 1997
	EXXONMOBIL OIL CORPORATION
	03/02/2007
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	242
	39
	 
	KS
	STEVENS
	T032S-R036W-012

	M GENE ELLIS ET UX
	M GENE ELLIS ET UX
	EXXON MOBIL CORPORATION
	04/08/2003
	DIV01 - HOUSTON
	BU038 - HUGOTON
	KS
	STEVENS COUNTY
	210
	704
	 
	KS
	STEVENS
	T034S-R036W-035








Schedule 5, Page 55
55









Schedule 5 Part D (Non-Marketing)


	
				
	Contract Name
	Party A
	Party B
	FileNet Image Title

	Master Service Agreement
	A & R SERVICES
	LINN
	193725-12-02-2015

	Master Service Agreement
	AMEC FOSTER WHEELER ENVIRONMENTAL
	LINN
	148060-04-04-2016

	Master Service Agreement
	ANCON
	LINN
	194014-11-30-2015

	Master Service Agreement
	ANZGT FIELD SERVICES LLC
	LINN
	194610-05-19-2016

	Master Service Agreement
	ARROW OILFIELD AND SANITATION, INC
	LINN
	194428-09-16-2015

	Master Service Agreement
	ATLAS CRANE & RIGGING INC
	LINN
	151252-06-05-2015

	Master Service Agreement
	BADGER DAYLIGHTING CORP
	LINN
	121530-08-30-2012

	Master Service Agreement
	BL ELECTRICALS INC
	LINN
	194781-03-15-2016

	Master Service Agreement
	BRAUN ELECTRIC COMPANY INC
	LINN
	189277-03-16-2016

	Master Service Agreement
	BRINDERSON,LP
	LINN
	144537-03-01-2015

	Master Service Agreement
	CANNON
	LINN
	085625-12-17-2009

	Master Service Agreement
	CLEAN GEN LLC
	LINN
	151431-04/23/2014

	Master Service Agreement
	CORDOVA FLOW CONTROLS LLC
	LINN
	190247-06-18-2015

	Master Service Agreement
	CUTSFORTH, INC
	LINN
	N/A

	Master Service Agreement
	DARRELL THOMPSON TANK & CONSTR INC
	LINN
	082097-04-12-2016

	Master Service Agreement
	DEANGELO BROTHERS LLC
	LINN
	185966-09-29-2014

	Master Service Agreement
	DECISION STRATEGIES INC
	LINN
	142360-03-01-2015

	Master Service Agreement
	DELBERT FORTNER
	LINN
	189846-05-14-2015

	Master Service Agreement
	DESIGN SPACE MODULAR BUILDINGS INC
	LINN
	194279-06-24-2015

	Master Service Agreement
	DIRTCO LLC
	LINN
	192713-10-02-2015

	Master Service Agreement
	DRY CREEK ENTERPRISES INC
	LINN
	195180-06-01-2015

	Master Service Agreement
	EMIT TECHNOLOGIES INC
	LINN
	135070-11-26-2014

	Master Service Agreement
	GE ENERGY
	LINN
	149296-04/02/2014

	Master Service Agreement
	GEO DRILLING FLUIDS, INC.
	LINN
	066797-05-20-2013

	Master Service Agreement
	GOLDEN STATE REFRACTORY
	LINN
	189941-02-13-2015

	Master Service Agreement
	HERB SIEGERS
	LINN
	187769-01-08-2015

	Master Service Agreement
	INSTRUMENT CONTROL SERVICES
	LINN
	188130-01-27-2015

	Master Service Agreement
	INTEGRATED CP
	LINN
	190275-05-20-2015

	Master Service Agreement
	J & J INSPECTION SERVICE LLC
	LINN
	123405-03-06-2013

	Master Service Agreement
	JL MARINE CONSTRUCTION
	LINN
	146182-05-28-2015

	Master Service Agreement
	KNOWLES ENTERPRISES LLC
	LINN
	190106-06-11-2015

	Master Service Agreement
	LIBERTY LIFT SOLUTIONS LLC
	LINN
	151997-01-10-2013

	Master Service Agreement
	LIMOUSINE SCENE
	LINN
	153800-06/19/2014

	Master Service Agreement
	MCMILLAN OPERATING
	LINN
	190836-07-21-2015

	Master Service Agreement
	METCALF ARCHAEOLOGICAL
	LINN
	148490-04-01-2015

	Master Service Agreement
	MITCHELLS BLIND CLEANING INC
	LINN
	151316-11/14/2013

	Master Service Agreement
	PACIFIC PETROLEUM CALIFORNIA INC
	LINN
	194464-02-04-2016

	Master Service Agreement
	PACIFIC PROCESS SYSTEMS INC
	LINN
	060542-03-11-2008

	Master Service Agreement
	PERFORMANCE CONTRACTING INC
	LINN
	151843-03/15/2014

	Master Service Agreement
	PETROCLOUD LLC
	LINN
	190838-11-05-2014






Schedule 5, Page 56
56







	
				
	Master Service Agreement
	PILOT TRAVEL CENTERS, LLC
	LINN
	N/A

	Master Service Agreement
	PINNERGY LTD
	LINN
	120288-05-21-2015

	Master Service Agreement
	PTS RENTALS,INC.
	LINN
	146227-04/30/2014

	Master Service Agreement
	RAPTOR INDUSTRIES LLC
	LINN
	160745-12-30-2015

	Master Service Agreement
	RENTECH BOILER SYSTEMS INC
	LINN
	190227-06-11-2015

	Master Service Agreement
	SAWYER PETROLEUM
	LINN
	160739-10-20-2014

	Master Service Agreement
	SC FUELS
	LINN
	188137-04-01-2015

	Master Service Agreement
	SIGNA ENGINEERING CORP
	LINN
	135594-09-14-2015

	Master Service Agreement
	SPECIALIZED ROUSTABOUT SERVICES LLC
	LINN
	187802-01-06-2015

	Master Service Agreement
	SPITFIRE HOT OILING INC
	LINN
	151288-04/09/2014

	Master Service Agreement
	SUNLAND FIELD SERVICES
	LINN
	146044-04-18-2013

	Master Service Agreement
	TARPON ENERGY SERVICES LLC
	LINN
	151359-01-13-2015

	Master Service Agreement
	TEAM OIL TOOLS LP
	LINN
	133673-01-11-2012

	Master Service Agreement
	TECH EXPRESS
	LINN
	192691-09-18-2015

	Master Service Agreement
	THORCO HOLDINGS LLC
	LINN
	084660-07-16-2008

	Master Service Agreement
	TRB OILFIELD SERVICES
	LINN
	N/A

	Master Service Agreement
	UELS LLC
	LINN
	140031-07-02-2013

	Master Service Agreement
	US PFJ FREIGHT-ONLY
	LINN
	152085-07-15-2014

	Master Service Agreement
	WAGNER EQUIPMENT CO
	LINN
	147786-02/25/2014






Schedule 5, Page 57
57









	
													
	Contracts to be Assigned or Partially Asssigned to Berry

	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	Linn K#
	Linn Entity
	Contract Type
	Counterparty
	Counterparty K#
	Original Counterparty to Contract
	Contract Dated
	Primary Term End Date
	Auto Extension Provision
	Assignment Requirements
	Partially Assignable?
	Land Burdened?
	Region

	92S
	LOI as agent, but Berry not listed
	NAESB
	Cima Energy Ltd.
	 
	Cima Energy Ltd.
	04/19/2013
	Per Transaction
	Per transaction
	Written Consent Required
	Yes
	 
	Calif/Colo/Utah

	82S
	LOI as agent, but Berry not listed
	NAESB
	Twin Eagle Resource Management LLC
	LINN- NAESB
	Twin Eagle Resource Management LLC
	06/15/2012
	03/31/2017
	None
	Written Consent Required
	Silent; assumed yes
	No
	Calif/ETX/Hug

	182GG
	LOI as agent for Berry
	Joint Venture Agreement
	Aera Energy LLC and Chalk Cliff Limited
	 
	Mobil Oil Corporation, Chalk Cliff Limited and Tannehill Oil Company
	12/02/1991
	Ongoing
	Ongoing
	Written Consent Required
	Silent; assumed yes
	 
	California

	183GG
	Berry
	Joint Venture Agreement
	Aera Energy LLC and Chalk Cliff Limited
	 
	Chalk Cliff Limited and Tannehill Oil Company
	01/08/1992
	Ongoing
	Ongoing
	Written Consent Required
	Silent; assumed yes
	 
	California

	337O
	LOI
	Crude Oil Purchase Agreement
	Kern Oil & Refining Company
	P1417
	Kern Oil & Refining Company
	11/01/2015
	04/30/2016
	Month-to-month; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	California

	285T
	Berry
	Operational Balancing Agreement
	Kern River Gas Transmission Co.
	4069
	Kern River Gas Transmission Co.
	03/01/2011
	Ongoing
	Ongoing; 10 Days
	(Silent)
	Silent; assumed yes
	 
	California

	286T
	Berry
	Operational Balancing Agreement
	Kern River Gas Transmission Co.
	4083
	Kern River Gas Transmission Co.
	03/01/2013
	Ongoing
	Ongoing; 10 Days
	(Silent)
	Silent; assumed yes
	 
	California

	287T
	Berry
	Operational Balancing Agreement
	Mojave Pipeline Company, L.L.C.
	42HU
	Mojave Pipeline Company, L.L.C.
	03/01/2011
	Ongoing
	Ongoing; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	California

	288T
	Berry
	Operational Balancing Agreement
	Mojave Pipeline Company, L.L.C.
	42JF
	Mojave Pipeline Company, L.L.C.
	05/01/2013
	Ongoing
	Ongoing; 30 Days
	(Silent)
	 
	 
	California

	290T
	Berry
	Natural Gas Pipeline Interconnect Agreement
	Occidental of Elk Hills, Inc.
	 
	Occidental of Elk Hills, Inc.
	06/30/2011
	Ongoing
	Ongoing; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	California

	325O
	Berry
	Crude Oil Purchase Agreement
	Phillips 66 Company
	BEB17TP50001
	Phillips 66 Company
	09/01/2016
	02/28/2017
	None
	Written Consent Required
	Silent; assumed yes
	 
	California

	118PR
	LEH/Berry
	Processing Agreement
	Seneca Resources Corporation
	 
	Bakersfield Gas, L.P.
	06/01/1993
	05/31/2003
	Year-to-year; 365 Days
	Written Consent Required
	Silent; assumed yes
	 
	California

	289T
	Berry
	Master Services Contract
	Southern California Gas Company
	53436
	Southern California Gas Company
	02/14/1995
	Per Schedule
	Per Schedule
	Written Consent Required
	Silent; assumed yes
	 
	California

	327O
	LOI
	Crude Oil Purchase Agreement
	Tesoro Refining & Marketing Company LLC
	LNP15TP0001
	Tesoro Refining & Marketing Company LLC
	10/01/2016
	09/30/2017
	Quarterly; 90 Days
	Written Consent Required
	Silent; assumed yes
	 
	California

	178GG
	Berry
	Gas Gathering Agreement
	Encana Oil & Gas (USA) Inc.
	 
	Encana Oil & Gas (USA) Inc.
	06/29/2006
	Ongoing
	Ongoing
	Written Consent Required
	Yes
	 
	Colorado

	179GG
	Berry
	Gas Gathering Agreement
	Encana Oil & Gas (USA) Inc.
	 
	Encana Oil & Gas (USA) Inc.
	06/07/2006
	Ongoing
	None
	Written Consent Required
	Yes
	 
	Colorado






Schedule 5, Page 58
58







	
													
	274O
	LOI
	Crude Oil Purchase Agreement
	Plains Marketing, L.P.
	7330-1014
	Plains Marketing, L.P.
	01/01/2017
	03/31/2017
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Colorado

	132S
	Berry
	NAESB
	Wapiti Energy
	 
	Delta Petroleum Corp
	01/14/2008
	03/31/2010
	Month-to-month; 60 Days
	Written Consent Required
	Yes
	 
	Colorado

	118GG
	Berry
	Gas Gathering Agreement
	Enable Midstream Partners, LP
	 
	Velocity East Texas Gathering, LLC
	07/16/2009
	07/15/2029
	None
	Written Consent Required
	Yes
	 
	East Texas

	1596G
	LOI
	Gas Gathering and Processing Agreement
	Enbridge G & P (East Texas) L.P.
	2006720
	Enbridge G & P (East Texas) L.P.
	09/01/2015
	08/31/2018
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	Yes
	East Texas

	185GG
	LOI
	Gas Gathering Agreement
	Enbridge G & P (East Texas) L.P.
	2006719
	Enbridge G & P (East Texas) L.P.
	09/01/2015
	08/31/2018
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	Yes
	East Texas

	310O
	LOI
	Crude Oil Purchase Agreement
	Genesis Crude Oil, L.P.
	20294
	Genesis Crude Oil, L.P.
	10/01/2016
	03/31/2017
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	East Texas

	119GG
	Berry
	Gas Gathering Agreement
	Spartan Midstream LLC
	 
	Velocity East Texas Gathering, LLC
	07/16/2009
	07/15/2029
	None
	Written Consent Required
	Yes
	 
	East Texas

	299O
	LOI
	Crude Oil Purchase Agreement
	Sunoco Partners Marketing & Terminals, L.P.
	512147
	Sunoco Partners Marketing & Terminals, L.P.
	04/01/2016
	03/31/2017
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	East Texas

	401091
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401092
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401093
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401094
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401096
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401097
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401098
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401099
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401100
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemans
	 
	Alan J. Clemans
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401129
	LOI
	Irrigation Gas Sales Agreement
	Alan J. Clemens
	 
	Alan J. Clemens
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	140S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	American Warrior Inc.
	TC #53391
	American Warrior Inc.
	01/01/2005
	01/31/2005
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	401088
	LOI
	Irrigation Gas Sales Agreement
	Beer Farms
	 
	Beer Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401089
	LOI
	Irrigation Gas Sales Agreement
	Beer Farms
	 
	Beer Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401105
	LOI
	Irrigation Gas Sales Agreement
	Bill Goodloe
	 
	Bill Goodloe
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401036
	LOI
	Irrigation Gas Sales Agreement
	Bill Koehn
	 
	Bill Koehn
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 59
59







	
													
	401103
	LOI
	Irrigation Gas Sales Agreement
	Bobby T. Gloden
	 
	Bobby T. Gloden
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401104
	LOI
	Irrigation Gas Sales Agreement
	Bobby T. Gloden
	 
	Bobby T. Gloden
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	176GG
	Berry/LEH
	Interconnect Agreement (3rd Party)
	Breitburn Operating, LP
	 
	Whiting Oil and Gas Corporation
	09/15/2005
	Ongoing
	Contract Silent
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	148S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Breitburn Operating, LP
	TC #110342
	Celero Enrgy, L.P.
	09/01/2004
	05/31/2005
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	401090
	LOI
	Irrigation Gas Sales Agreement
	Chapco Investments, Inc.
	 
	Chapco Investments, Inc.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401101
	LOI
	Irrigation Gas Sales Agreement
	Charles W. Colson
	 
	Charles W. Colson
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	172S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Cherokee Warrior, Inc.
	TC #53382
	Chesapeake Energy Marketing, Inc.
	04/01/2003
	03/31/2004
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	142S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Chesapeake Energy Marketing, Inc.
	TC #53368
	Chesapeake Energy Marketing, Inc.
	04/01/2003
	03/31/2004
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	401085
	LOI
	Irrigation Gas Sales Agreement
	Cynthia Barnes
	 
	Cynthia Barnes
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401087
	LOI
	Irrigation Gas Sales Agreement
	Cynthia Barnes
	 
	Cynthia Barnes
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	121PR
	Berry/LEH
	Gas Processing Agreement
	DCP Midstream LP
	NHC0456000
	DCP Midstream LP
	08/01/2008
	07/01/2017
	Year-to-year; 90 Days
	Written Consent Required
	Yes
	 
	Hugoton

	172GG
	Berry/LEH
	Gas Gathering and Compression Agreement
	DCP Midstream LP
	NHC0456001
	DCP Midstream LP
	08/01/2008
	07/01/2017
	Year-to-year; 90 Days
	Written Consent Required
	Yes
	 
	Hugoton

	401011
	LOI
	Irrigation Gas Sales Agreement
	Dell Cullison Farms Inc
	 
	Dell Cullison Farms Inc
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401119
	LOI
	Irrigation Gas Sales Agreement
	Donnie Knier, Jr.
	 
	Donnie Knier, Jr.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	171S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Edison Operating, Inc.
	TC #53382
	Chesapeake Energy Marketing, Inc.
	04/01/2003
	03/31/2004
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	167S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Enterra Resources, LLC
	TC #53387
	Westport Oil & Gas Company, L.P.
	04/01/2003
	04/30/2003
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	181GG
	Berry/LEH
	Gas Gathering Agreement
	ETC Field Services LLC
	 
	Colorado Interstate Gas Company
	10/01/1993
	09/30/1994
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	JHGG-6
	LOI
	Gas Gathering Agreement
	ETC Field Services LLC
	GGA6130-LAM
	Regency Midcon Gas, LLC
	09/01/2004
	08/31/2014
	Month-to-month; 30 Days
	Written Notification
	Yes
	 
	Hugoton

	401072
	LOI
	Irrigation Gas Sales Agreement
	Eugene Spencer
	 
	Eugene Spencer
	01/01/2014
	01/31/2015
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401115
	LOI
	Irrigation Gas Sales Agreement
	Gary L. Ivie
	 
	Gary L. Ivie
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401073
	LOI
	Irrigation Gas Sales Agreement
	Gene Spencer
	 
	Gene Spencer
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401141
	LOI
	Irrigation Gas Sales Agreement
	Grant Webber
	 
	Grant Webber
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401086
	LOI
	Irrigation Gas Sales Agreement
	Greg and Corey Barnes
	 
	Greg and Corey Barnes
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 60
60







	
													
	500111
	LOI
	Irrigation Gas Sales Agreement
	Greg Barnes
	 
	Greg Barnes
	10/01/2015
	10/31/2015
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401084
	LOI
	Irrigation Gas Sales Agreement
	Gregg Barnes
	 
	Gregg Barnes
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401019
	LOI
	Irrigation Gas Sales Agreement
	Hartland Farms
	 
	Hartland Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401026
	LOI
	Irrigation Gas Sales Agreement
	J&L Smith Farms, Inc.
	 
	J&L Smith Farms, Inc.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401102
	LOI
	Irrigation Gas Sales Agreement
	J.W. Fitzgerald
	 
	J.W. Fitzgerald
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401055
	LOI
	Irrigation Gas Sales Agreement
	James Moyer Farms
	 
	James Moyer Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401053
	LOI
	Irrigation Gas Sales Agreement
	Jamie Moyer
	 
	Jamie Moyer
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401123
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401124
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401125
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401126
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401127
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401128
	LOI
	Irrigation Gas Sales Agreement
	Jerry Lunsford
	 
	Jerry Lunsford
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401132
	LOI
	Irrigation Gas Sales Agreement
	Jim Sample
	 
	Jim Sample
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401013
	LOI
	Irrigation Gas Sales Agreement
	John Dewerff
	 
	John Dewerff
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401111
	LOI
	Irrigation Gas Sales Agreement
	Kenneth Hiller
	 
	Kenneth Hiller
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401120
	LOI
	Irrigation Gas Sales Agreement
	Kyle Neville Farms
	 
	Kyle Neville Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401121
	LOI
	Irrigation Gas Sales Agreement
	Kyle Neville Farms
	 
	Kyle Neville Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHTS-16
	LOI
	Crude Helium Purchase and Sale Agreement
	Linde Gas North America LLC
	 
	Linde Gas North America LLC
	01/01/2015
	12/31/2019
	Year-to-year; 60 Days
	Written Consent Required; 90 days notice; additional obligations of assignment.
	Yes, with obligations
	 
	Hugoton

	141S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Linn Energy Holdings, LLC
	141S
	Pioneer Natural Resources USA, Inc.
	05/01/2004
	04/30/2005
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	JHPu-1700652
	Berry/LEH
	Gas Purchase Agreement
	Linn Energy Holdings, LLC
	JHPu-1700652
	BP America Production Company
	05/01/2010
	04/30/2013
	Year-to-year; 180 Days
	Written Notification/Proof
	Silent; assumed yes
	 
	Hugoton

	JHPu-198509
	Berry/LEH
	Gas Processing Agreement
	Linn Energy Holdings, LLC
	JHPr-198509
	BP America Production Company
	11/01/2004
	10/31/2005
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401143
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 61
61







	
													
	401145
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401146
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401147
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401148
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401149
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401151
	LOI
	Irrigation Gas Sales Agreement
	Mark Witt
	 
	Mark Witt
	02/04/2015
	02/28/2015
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	187GG
	Berry/LEH
	Conmpressor Facility Agreement
	Merit Management Partners V, L.P.
	 
	Columbian Fuel Corporation
	08/01/1960
	Ongoing
	Contract Silent
	Written Notification/Proof
	Silent; assumed yes
	No
	Hugoton

	401048
	LOI
	Irrigation Gas Sales Agreement
	Ms Carolyn Meyer
	 
	Ms Carolyn Meyer
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401040
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	 
	Munson Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401058
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	 
	Munson Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401060
	LOI
	Irrigation Gas Sales Agreement
	Munson Farms
	 
	Munson Farms
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401112
	LOI
	Irrigation Gas Sales Agreement
	Neal Hofferber
	 
	Neal Hofferber
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	JHGG-8
	LOI
	IT Throughput Service Agreement
	Northern Natural Gas Company
	125683
	Northern Natural Gas Company
	06/01/2013
	05/31/2014
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401062
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	 
	Norton Farms, Inc.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401063
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	 
	Norton Farms, Inc.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401064
	LOI
	Irrigation Gas Sales Agreement
	Norton Farms, Inc.
	 
	Norton Farms, Inc.
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	100GG
	Berry/LEH
	Gas Gathering Agreement
	Oneok Field Services Company, L.L.C.
	 
	Oneok Field Services Company, L.L.C.
	11/01/2007
	07/31/2019
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	173GG
	Berry/LEH
	Gas Compression Agreement
	Oneok Field Services Company, L.L.C.
	 
	Oneok Field Services Company, L.L.C.
	12/01/2007
	11/30/2012
	Year-to-year; 120 Days
	Written Notification/Proof
	Silent; assumed yes
	No
	Hugoton

	174GG
	Berry/LEH
	Gas Gathering Agreement
	Oneok Field Services Company, L.L.C.
	432359
	Oneok Field Services Company, L.L.C.
	12/01/2007
	11/30/2019
	Year-to-year; 120 Days
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	1570G
	Berry/LEH
	Gas Purchase/Gathering Agreement
	Oneok Field Services Company, LLC
	109001
	K N Energy, Inc.
	04/20/1984
	04/19/2004
	Life of Lease
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	1581G
	Berry/LEH
	Gas Purchase/Gathering Agreement
	Oneok Field Services Company, LLC
	432767
	Oneok Field Services Company, LLC
	08/01/2016
	07/31/2019
	Month-to-month; 30 Days
	Written Notification
	Silent; assumed yes
	 
	Hugoton

	JHTS-18
	LOI
	Natural Gas Liquids Purchase Agreement
	Oneok Hydrocarbon, L.P.
	72206
	Oneok Hydrocarbon, L.P.
	02/01/2016
	01/31/2018
	Year-to-year; 90 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	JHTS-19
	Berry
	Agrmt for Sale & Purch of Helium Gas Mixture
	Praxair, In.c
	 
	Praxair, In.c
	01/27/2017
	06/30/2026
	Year-to-year; 180 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401150
	LOI
	Irrigation Gas Sales Agreement
	Redd Farms Partnership
	 
	Redd Farms Partnership
	02/04/2015
	02/28/2015
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton






Schedule 5, Page 62
62







	
													
	401136
	LOI
	Irrigation Gas Sales Agreement
	Retta E. Thrall
	 
	Retta E. Thrall
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	177GG
	Berry/LEH
	Gas Gathering Agreement (3rd Party)
	Sabre Operating, Inc.
	 
	Samson Resources Company
	05/01/1998
	05/31/1998
	Month-to-month; 30 Days
	Written Notification
	Silent; assumed yes
	No
	Hugoton

	139S
	Berry/LEH
	NAESB-Purchase (3rd Party)
	Spess Oil Company, Inc.
	TC #53392
	Spess Oil Company, Inc.
	04/01/2003
	04/30/2003
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	No
	Hugoton

	401135
	LOI
	Irrigation Gas Sales Agreement
	Stegman Farms Partnership
	 
	Stegman Farms Partnership
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401131
	LOI
	Irrigation Gas Sales Agreement
	Stephens Land & Cattle Company LLC
	 
	Stephens Land & Cattle Company LLC
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	144S
	LOI
	NAESB-Sales
	SWKI-Seward-HSW, Inc.
	 
	SWKI-Seward-HSW, Inc.
	03/01/2013
	03/01/2016
	Year-to-year; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	143S
	LOI
	NAESB-Sales
	SWKI-Seward-West Central, Inc.
	 
	SWKI-Seward-West Central, Inc.
	03/01/2013
	03/01/2016
	Year-to-year; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	145S
	LOI
	NAESB-Sales
	SWKI-Stevens-N.E., Inc.
	 
	SWKI-Stevens-N.E., Inc.
	03/01/2013
	03/01/2016
	Year-to-year; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	146S
	LOI
	NAESB-Sales
	SWKI-Stevens-North, Inc.
	 
	SWKI-Stevens-North, Inc.
	03/01/2013
	03/01/2016
	Year-to-year; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	147S
	LOI
	NAESB-Sales
	SWKI-Stevens-South East, Inc.
	 
	SWKI-Stevens-South East, Inc.
	03/01/2013
	03/01/2016
	Year-to-year; 30 Days
	Written Consent Required
	Silent; assumed yes
	No
	Hugoton

	401061
	LOI
	Irrigation Gas Sales Agreement
	Thomas L. Lahey
	 
	Thomas L. Lahey
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401050
	LOI
	Irrigation Gas Sales Agreement
	Todd & Dena Miller
	 
	Todd & Dena Miller
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401117
	LOI
	Irrigation Gas Sales Agreement
	Todd Mason
	 
	Todd Mason
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401118
	LOI
	Irrigation Gas Sales Agreement
	Todd Mason
	 
	Todd Mason
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	401083
	LOI
	Irrigation Gas Sales Agreement
	Tom Arnold
	 
	Tom Arnold
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	170GG
	Berry/LEH
	Gas Gathering Agreement
	WGP-KHC, LLC.
	G433KS
	WGP-KHC, LLC.
	11/01/2004
	12/31/2005
	Year-to-year; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	401116
	LOI
	Irrigation Gas Sales Agreement
	Worth Jeffus Family Trust #1
	 
	Worth Jeffus Family Trust #1
	12/01/2014
	12/31/2014
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Hugoton

	300T
	LOI
	FT Throughput Service Agreement
	WTG Hugoton, LP
	FT1-EXM-0001
	WTG Hugoton, LP
	08/01/2007
	04/30/2020
	Option of 5 Years; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	301T
	LOI
	FT Throughput Service Agreement
	WTG Hugoton, LP
	FT1-EXM-0002
	WTG Hugoton, LP
	08/01/2007
	04/30/2020
	Option of 5 Years; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	302T
	LOI
	IT Throughput Service Agreement
	WTG Hugoton, LP
	IT1-EXM-0111
	WTG Hugoton, LP
	05/15/2011
	05/31/2011
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Hugoton

	66S
	LOI
	NAESB
	BP Energy Company
	 
	BP Energy Company
	10/01/2009
	Per Transaction
	Per transaction
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	278O
	LOI
	Crude Oil Purchase Agreement
	Chevron Products Company
	LINNO16TP0001
	Chevron Products Company
	03/01/2016
	02/28/2017
	Month-to-month; 60 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah






Schedule 5, Page 63
63







	
													
	97PR
	Berry
	Gas Processing Agreement
	Chipeta Processing LLC
	9345
	Chipeta Processing LLC
	09/21/2011
	09/20/2021
	Year-to-year; 180 Days
	Written Notice/Proof
	Silent; assumed yes
	 
	Utah

	12NGL
	Berry
	Condensate Purchase Agreement
	Custom Energy Const., Inc.
	1-10-COND
	Custom Energy Const., Inc.
	01/12/2010
	02/11/2010
	Month-to-month; 72 Hours
	Silent
	Silent; assumed yes
	 
	Utah

	71S
	LOI
	NAESB
	EDF Trading North America, LLC
	 
	EDF Trading North America, LLC
	03/02/2011
	Per Transaction
	Per transaction
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	ME-1509G
	Berry
	Non-Op Gas Marketing Agreement
	EOG Resources, Inc.
	 
	EOG Resources, Inc.
	12/05/2005
	01/04/2006
	Month-to-month; 30 Days
	(Silent)
	Silent; assumed yes
	 
	Utah

	301O
	LOI as agent for Berry
	Crude Oil Purchase Agreement
	HollyFrontier Refining & Marketing LLC
	 
	HollyFrontier Refining & Marketing LLC
	08/01/2014
	12/31/2019
	Quarterly; 120 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	11NGL
	Berry
	Evergreen Term Purchase Agreement
	Kinder Morgan Altamont LLC
	923566
	El Paso Marketing Company, L.L.C. as Agent for El Paso Midstream Investment Company L.L.C.
	01/01/2014
	01/31/2014
	Month-to-month; 30 Days
	Written Consent Required
	Yes
	 
	Utah

	122GG
	Berry
	Gas Gathering Agreement
	Lake Canyon Transportation and Gathering, LLC
	 
	Lake Canyon Transportation and Gathering, LLC
	04/12/2006
	Ongoing
	Ongoing
	Restricted Assignment - See Section 13
	Yes
	 
	Utah

	1510G
	Berry
	Interruptible Gas Purchase Agreement
	Newfield Production Company
	 
	Newfield Production Company
	12/20/2012
	01/31/2013
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	98PR
	Berry
	Gas Processing Agreement
	Newfield Production Company
	 
	Newfield Production Company
	11/01/2005
	01/31/2006
	Month-to-month; 90 Days
	(Silent)
	Silent; assumed yes
	 
	Utah

	128GG
	Berry
	Gas Gathering Agreement
	Petroglyph Operating Company, Inc.
	 
	Petroglyph Operating Company, Inc.
	03/01/2010
	02/28/2020
	Month-to-month; 10 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	129GG
	Berry (UTE/FNR)
	Gas Gathering Agreement
	Petroglyph Operating Company, Inc.
	 
	Petroglyph Operating Company, Inc.
	06/01/2004
	06/30/2005
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	1508G
	Berry
	Interruptible Gas Purchase Agreement
	Petroglyph Operating Company, Inc.
	 
	Petroglyph Operating Company, Inc.
	03/01/2010
	03/31/2010
	Month-to-month; 30 Days
	Written Notice
	Silent; assumed yes
	 
	Utah

	261T
	Berry
	Operational Balancing Agreement
	Questar Pipeline Company
	3213
	Questar Pipeline Company
	10/01/2003
	Ongoing
	Ongoing; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	262T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	3726
	Questar Pipeline Company
	11/01/2007
	10/31/2022
	None
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	263T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	4895
	Questar Pipeline Company
	08/01/2012
	10/31/2022
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	264T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	4896
	Questar Pipeline Company
	02/07/2013
	02/06/2021
	Month-to-month; 30 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	265T
	Berry
	Firm Transportation Service Agreement
	Questar Pipeline Company
	5032
	Questar Pipeline Company
	07/24/2012
	07/23/2022
	Year-to-year; 90 Days
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	266T
	Berry
	Facilities Agreement
	Questar Pipeline Company
	 
	Questar Pipeline Company
	01/17/2006
	Ongoing
	None
	(Silent)
	Silent; assumed yes
	 
	Utah

	119S
	Berry
	NAESB
	Rig II, LLC
	 
	Bill Barrett Corporation
	07/01/2010
	Per Transaction
	Per transaction; 30 Days
	Written Consent Required
	Yes
	 
	Utah

	123GG
	Berry
	Gas Gathering Agreement
	Rig II, LLC
	 
	Bill Barrett Corporation
	07/01/2010
	11/30/2016
	Year-to-year; 90 Days
	Written Consent Required
	Yes
	 
	Utah






Schedule 5, Page 64
64







	
													
	124GG
	Berry
	Gas Gathering Agreement
	Rig II, LLC
	 
	Bill Barrett Corporation
	07/01/2010
	11/30/2016
	Month-to-month; 90 Days
	Written Notice
	Silent; assumed yes
	 
	Utah

	96PR
	Berry
	Gas Processing Agreement
	Rig II, LLC
	 
	Bill Barrett Corporation
	07/01/2010
	11/30/2016
	Month-to-month; 90 Days
	Written Consent Required
	Yes
	 
	Utah

	316O
	LOI
	Crude Oil Purchase Agreement
	Tesoro Refining & Marketing Company LLC
	TS15-122P
	Tesoro Refining & Marketing Company LLC
	01/01/2016
	06/30/2017
	None
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	121GG
	Berry
	Joint Venture Agreement
	UTE Indian Tribe of the Uintah and Ouray Reservation
	 
	UTE Indian Tribe of the Uintah and Ouray Reservation
	04/01/1992
	Ongoing
	Ongoing
	Written Consent Required
	Silent; assumed yes
	 
	Utah

	125GG
	Berry
	License Agreement
	UTE Indian Tribe of the Uintah and Ouray Reservation
	 
	UTE Indian Tribe of the Uintah and Ouray Reservation
	08/28/2003
	Ongoing
	Ongoing
	Silent
	Silent; assumed yes
	 
	Utah

	127GG
	Berry
	Gas Gathering Agreement
	UTE Tribe and UTE/FNR LLC
	 
	UTE Tribe and UTE/FNR LLC
	12/01/2003
	11/30/2016
	Month-to-month; 30 Days
	Written Notice/Proof
	Silent; assumed yes
	 
	Utah

	126GG
	Berry
	Gas Gathering Agreement
	UTE/FNR LLC
	 
	UTE Tribe and UTE FNR LLC
	12/01/2003
	12/01/2016
	Month-to-month; 90 Days
	Written Consent Required
	Yes
	 
	Utah








Schedule 5, Page 65
65








Schedule 6 
AVAILABLE EMPLOYEE LIST 
[SCHEDULE FOLLOWS] 
 




Schedule 6, Page 1








Berry Employee List 
 
	
			
	Job Title
	GA/LOC Name
	Work Location 
Name

	Operations Specialist
	Field Service & Regulatory - Ca
	Bakersfield

	Engineering Analyst
	Field Service & Regulatory - Ca
	Bakersfield

	Geology Tech, Sr.
	South Midway Asset Team
	Bakersfield

	Engineer 2
	South Midway Asset Team
	Bakersfield

	Foreman 1 Construction
	Field Service & Regulatory - Ca
	Bakersfield

	Geology Tech
	Diatomite Asset Team
	Bakersfield

	Software Developer 2
	Information Technology - Hou
	Bakersfield

	Dist Prod Superintendent
	Field Service & Regulatory - Ca
	Bakersfield

	Admin Assistant 1
	Land - Houston Division
	Bakersfield

	SCM Manager
	Supply Management - Okc
	Bakersfield

	Network Engineer 2
	Information Technology - Hou
	Bakersfield

	Engineer 1
	Diatomite Asset Team
	Bakersfield

	Asset Manager
	Diatomite Asset Team
	Bakersfield

	EH&S Rep, Sr.
	EH&S - Hou
	Bakersfield

	Asset Manager
	Nsf Asset Team
	Bakersfield

	 
	 
	 

	Business Intelligence (BI) Analyst 3, Sr.
	Information Technology - Hou
	Bakersfield

	Desktop Sup Analyst 1
	Information Technology - Hou
	Bakersfield

	Foreman 1 Completions
	Field Service & Regulatory - Ca
	Bakersfield

	Geologist 3, Sr.
	Nsf Asset Team
	Bakersfield

	Engineer, Advisor
	Diatomite Asset Team
	Bakersfield

	Accounting Tech/Clerk 2
	Operations Accounting
	Bakersfield

	Accountant 4, Sr. Staff - Operations
	Operations Accounting
	Bakersfield

	Engineer 1
	Diatomite Asset Team
	Bakersfield

	EH&S Rep, Sr.
	EH&S - Hou
	Bakersfield

	Desktop Sup Analyst 1
	Information Technology - Hou
	Bakersfield

	Engineering Tech
	Field Service & Regulatory - Ca
	Bakersfield

	Engineering Analyst
	South Midway Asset Team
	Bakersfield

	Team Lead Engineering
	Nsf Asset Team
	Bakersfield

	Operations Tech 1
	Field Service & Regulatory - Ca
	Bakersfield

	Database Administrator, Sr
	Information Technology - Hou
	Bakersfield

	Foreman 1 Measurement
	Production Services - Hou Div
	Bakersfield

	Engineering Analyst
	Nsf Asset Team
	Bakersfield

	Landman 3, Sr.
	Land - Houston Division
	Bakersfield

	Geologist 3, Sr.
	South Midway Asset Team
	Bakersfield

	Engineering Tech
	Nsf Asset Team
	Bakersfield

	Engineer 3, Sr.
	Diatomite Asset Team
	Bakersfield

	Dist Prod Superintendent
	Field Service & Regulatory - Ca
	Bakersfield

	Foreman 2 Production
	Field Service & Regulatory - Ca
	Bakersfield

	Engineer 3, Sr.
	Nsf Asset Team
	Bakersfield

	Accountant 3, Sr.- Production
	Production Accounting - Hou
	Bakersfield

	Engineering Analyst, Advisor
	Diatomite Asset Team
	Bakersfield

	Buyer/Purchasing Rep 3
	Supply Management - Okc
	Bakersfield




*    Scheduled to begin employment with Linn Operating, Inc. on May 6, 2017 


Schedule 6, Page 2







	
			
	Engineer 1
	Nsf Asset Team
	Bakersfield

	Asset Manager
	Operations Management - Ca
	Bakersfield

	IT Manager, Sr.
	Information Technology - Hou
	Bakersfield

	EH&S Manager
	EH&S - Hou
	Bakersfield

	Admin Assistant 1
	Operations Management - Ca
	Bakersfield

	Inventory Analyst 1
	Supply Management - Berry
	Bakersfield

	Foreman 2 Production
	Field Service & Regulatory - Ca
	Bakersfield

	Buyer/Purchasing Rep 2
	Supply Management - Berry
	Bakersfield

	Dist Prod Superintendent
	South Midway Asset Team
	Bakersfield

	Engineer 2
	South Midway Asset Team
	Bakersfield

	Engineer 1
	South Midway Asset Team
	Bakersfield

	Field Admin 2
	Field Service & Regulatory - Ca
	Bakersfield

	Team Lead Engineering
	Nsf Asset Team
	Bakersfield

	Engineer 2
	Nsf Asset Team
	Bakersfield

	Geologist 1
	Diatomite Asset Team
	Bakersfield

	Engineering Tech
	Nsf Asset Team
	Bakersfield

	Asset Manager
	South Midway Asset Team
	Bakersfield

	Engineer 3, Sr.
	South Midway Asset Team
	Bakersfield

	Engineer 1
	Diatomite Asset Team
	Bakersfield

	EH&S Representative
	EH&S - Hou
	Bakersfield

	Foreman 1 Production
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Mn
	N Midway

	Operations Tech 2
	Loe - Diatomite
	N Midway

	Operations Tech 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Foreman 1 Production
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Operations Tech 4
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 2
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Mn
	N Midway

	Engineering Analyst
	Field Service & Regulatory - Ca
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Engineer 3, Sr.
	Loe - Diatomite
	N Midway

	Dist Prod Superintendent
	Diatomite Asset Team
	N Midway

	Operations Tech 2
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Operations Tech 1
	Field Service & Regulatory - Ca
	N Midway

	Operations Tech 3
	Loe - Diatomite
	N Midway






Schedule 6, Page 3







	
			
	Foreman 1 Production
	Loe - Diatomite
	N Midway

	Field Operator 3
	Loe - Mn
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Diatomite
	N Midway

	Field Operator 1
	Loe - Placerita Ca
	Placerita

	Field Admin 3
	Loe - Placerita Ca
	Placerita

	Field Operator 3
	Loe - Placerita Ca
	Placerita

	Field Operator 4-Lead
	Loe - Placerita Ca
	Placerita

	Operations Tech 4
	Loe - Placerita Ca
	Placerita

	Field Operator 4-Lead
	Loe - Placerita Ca
	Placerita

	Foreman 1 Production
	Loe - Placerita Ca
	Placerita

	Field Operator 3
	Loe - Placerita Ca
	Placerita

	Field Operator 3
	Loe - Placerita Ca
	Placerita

	Field Operator 3
	Loe - Placerita Ca
	Placerita

	Field Operator 2
	Loe - Placerita Ca
	Placerita

	Field Meas/Pipe Tech 1
	Field Service & Regulatory - Ca
	Taft

	Field Admin 1
	Field Office Admin - Ms
	Taft

	Operations Tech 3
	Loe - Homebase
	Taft

	Engineering Tech, Sr.
	Field Service & Regulatory - Ca
	Taft

	Field Operator 1
	Loe - Homebase
	Taft

	Field Operator 3
	Loe - Homebase
	Taft

	Field Operator 4-Lead
	Loe - Ethel D
	Taft

	Field Operator 3
	Loe Formax
	Taft

	Field Operator 1
	Loe - Ethel D
	Taft

	Field Admin 2
	Field Office Admin - Ms
	Taft

	Field Operator 3
	Loe - Ethel D
	Taft

	Field Operator 1
	Loe - Homebase
	Taft

	Field Operator 2
	Loe - Homebase
	Taft

	Foreman 1 Production
	Loe Formax
	Taft

	Field Operator 1
	Loe - Homebase
	Taft

	Field Operator 2
	Loe - Homebase
	Taft

	Foreman 2 Production
	Loe - Homebase
	Taft

	Mechanic 2
	Loe - Homebase
	Taft

	Operations Tech 1
	Loe - Ethel D
	Taft

	Field Operator 1
	Loe Formax
	Taft

	Field Operator 3
	Loe - Homebase
	Taft

	Field Operator 2
	Loe - Homebase
	Taft

	Field Operator 2
	Loe Formax
	Taft

	Field Operator 3
	Loe - Homebase
	Taft

	Field Operator 3
	Loe - Homebase
	Taft

	Field Operator 1
	Loe - Ethel D
	Taft

	Field Meas/Pipe Tech 3
	Field Service & Regulatory - Ca
	Taft

	Field Operator 4-Lead
	Loe - Ethel D
	Taft

	Field Operator 3
	Loe Formax
	Taft

	Field Operator 3
	Loe - Poso Creek
	Poso Creek

	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Operations Tech 4
	Loe - Poso Creek
	Poso Creek






Schedule 6, Page 4







	
			
	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Field Operator 3
	Loe - Poso Creek
	Poso Creek

	Field Operator 2
	Loe - Poso Creek
	Poso Creek

	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Field Admin 2
	Loe - Poso Creek
	Poso Creek

	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Field Operator 1
	Loe - Poso Creek
	Poso Creek

	Foreman 1 Production
	Loe - Poso Creek
	Poso Creek

	Foreman 2 Production
	Loe - Poso Creek
	Poso Creek

	Engineering Tech
	Nsf Asset Team
	McKittrick

	Senior Production Engineer
	 
	Brea

	Field Operator 2
	 
	McKittrick

	Foreman 2 Production
	LOE - Hill Belridge
	McKittrick

	Foreman 1 Production
	LOE - Hill Belridge
	McKittrick

	Engineer 2
	Nsf Asset Team
	Bakersfield

	Operations Tech 3
	Field Service & Regulatory - Ca
	McKittrick

	Field Operator 2
	LOE - Hill Belridge
	McKittrick

	Field Operator 1
	LOE - Hill Belridge
	McKittrick

	Field Operator 2
	LOE - Hill Belridge
	McKittrick

	Field Operator 2
	LOE - Hill Belridge
	McKittrick

	Field Admin 2
	LOE - Hill Belridge
	McKittrick

	Field Operator 1
	LOE - Hill Belridge
	McKittrick

	Engineer 1
	South Midway Asset Team
	Bakersfield

	Operations Tech 3
	Field Service & Regulatory - Ca
	N Midway

	Field Operator 2
	LOE - Hill Belridge
	McKittrick

	Field Operator 2*
	Loe - Placerita Ca
	Placerita




 


Schedule 6, Page 5







 
	
			
	Employee Status
	Job Title
	Work Location

	Active
	Dist Prod Superintendent
	Roosevelt

	Active
	Foreman 2 Production
	Roosevelt

	Active
	Foreman 2 Production
	Roosevelt

	Active
	Admin Supervisor
	Roosevelt

	Active
	Foreman 2 Production
	Roosevelt

	Active
	Foreman 1 Construction
	Roosevelt

	Active
	Operations Tech 1
	Roosevelt

	Active
	Field Meas/Pipe Tech 3
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 2
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Regulatory Specialist 1
	Roosevelt

	Active
	Mechanic 1
	Roosevelt

	Active
	Foreman 2 Completions
	Roosevelt

	Active
	N0093-Field Admin 2
	Roosevelt

	Active
	Field Operator 2
	Roosevelt

	Active
	Foreman 1 Production
	Roosevelt

	Active
	Surface Land Rep 2
	Roosevelt

	Active
	Field Meas/Pipe Tech 1
	Roosevelt

	Active
	Field Operator 2
	Roosevelt

	Active
	Field Meas/Pipe Tech 2
	Roosevelt

	Active
	Operations Tech 2
	Roosevelt

	Active
	Operations Tech 2
	Roosevelt

	Active
	Foreman 1 Construction
	Roosevelt

	Active
	Field Operator 3
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Operations Tech 3
	Roosevelt

	Active
	Mechanic 1
	Roosevelt

	Active
	Mechanic 1
	Roosevelt

	Active
	Mechanic 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 3
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Meas/Pipe Tech 2
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Operations Tech 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 3
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Operations Tech 1
	Roosevelt

	Active
	Operations Tech 3
	Roosevelt

	Active
	Field Operator 1
	Roosevelt






Schedule 6, Page 6







 
	
			
	Active
	EH&S Representative
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Mechanic 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 3
	Neola

	Active
	Field Admin 1
	Roosevelt

	Active
	Field Admin 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt

	Active
	Field Operator 1
	Roosevelt




 
	
			
	        Employee Status
	Job Title
	Work Location

	Active
	Operations Tech 3
	Parachute

	Active
	Dist Prod Superintendent
	Parachute

	Active
	Foreman 1 Production
	Parachute

	Active
	Field Operator 1
	Parachute

	Active
	Admin Supervisor
	Parachute

	Active
	Field Operator 2
	Parachute

	Active
	Foreman 1 Construction
	Parachute

	Active
	Field Operator 1
	Parachute

	Active
	Field Operator 1
	Parachute

	Active
	Field Operator 1
	Parachute




 
Berry/ Linn Employee List 
 
	
			
	Employee Status
	Job Title
	Work Location

	 
	Field Operator 3
	Troup

	 
	EH&S Rep., Senior
	Brea

	 
	Dist Production Superintendent
	Brea

	 
	Geologist 4, Sr. Staff
	Houston

	 
	Marketing Commercial Manager
	Denver

	 
	Technical Supervisor
	Houston




 


Schedule 6, Page 7








Schedule 7 
LINN’S SEVERANCE PLAN 
[SCHEDULE FOLLOWS] 
 


Schedule 7, Page 1








Schedule 7 
LINN’S SEVERANCE PLAN 
EXECUTION VERSION 
LINN ENERGY, LLC 
SEVERANCE PLAN 
February 2, 2016 
ARTICLE I 
INTRODUCTION AND ESTABLISHMENT OF PLAN 
The Committee hereby adopts the Linn Energy, LLC Severance Plan (the “Plan”), as of the Effective Date, for eligible employees of the Company and its Subsidiaries. The Plan is intended to offer specified severance benefits to eligible employees in the event of certain involuntary terminations of employment from the Company. The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) is intended to be and shall be administered and maintained as an unfunded welfare benefit plan under Section 3(1) of ERISA. 
The Company expressly reserves the right at any time, and from time to time, for any reason in the Company’s sole discretion, to change, modify, alter or amend the Plan in any respect and to terminate the Plan in full. All provisions of the Plan relating to other employee benefit plans of the Company, or any of the Company’s Affiliates or Subsidiaries, are expressly limited by the provisions of such other employee benefit plans. The provisions of the Plan may not grant or create any rights other than as expressly provided for under such other employee benefit plans. 
ARTICLE II 
DEFINITIONS 
As used herein, the following words and phrases shall have the following respective meanings unless the context clearly indicates otherwise. 
2.1 Affiliate. Any entity which controls, is controlled by, or is under common control with, the Company. 
2.2 Base Salary. The Participant’s annual rate of base salary payable by the Company (exclusive, among other things, of bonuses and special allowances) as in effect immediately prior to the date of such Participant’s Qualifying Termination. 
2.3 Board. The Board of Directors of the Company. 
2.4 Business Opportunities. All business ideas, prospects, proposals or other opportunities pertaining to the lease, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products and the exploration potential of geographical areas on which hydrocarbon exploration prospects are located, which are developed by the Participant during his or her employment with the employer, or originated by any third party and brought to the attention of the Participant during his or her employment with the employer, together with information relating thereto (including, without limitation, geological and seismic data and interpretations thereof, whether in the form of maps, charts, logs, seismographs, calculations, summaries, memoranda, opinions or other written or charted means). 
 
2.5 Cause. For purposes of the Plan, the Company or an Employer will have “Cause” to terminate the Participant’s employment by reason of any of the following; provided, however, that determination of whether one or more of the elements of “Cause” has been met under the Plan shall be in the reasonable discretion of the Board with respect to Participants in Tiers 1 and 2 and the Plan Administrator for all other Participants. 
(a) the Participant’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to any of the Company or its direct or indirect Subsidiaries (whether or not for personal gain) or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; 
(b) the Participant’s repeated intoxication by alcohol or drugs during the performance of his or her duties; 
(c) the Participant’s willful and intentional misuse of any of the funds of the Company or its direct or indirect Subsidiaries; 
(d) embezzlement by the Participant; 
(e) the Participant’s willful and material misrepresentations or concealments on any written reports submitted to any of the Company or its direct or indirect Subsidiaries; or 


Schedule 7, Page 2







(f) conduct constituting a material breach by the Participant of the Company’s then current Code of Business Conduct and Ethics, and any other written policy referenced therein; provided that, in each case, the Participant knew or should have known such conduct to be a breach. 
2.6 Change of Control Plan. The Linn Energy, LLC Change of Control Protection Plan, effective April 25, 2009, as amended. 
2.7 COBRA. The term “COBRA” has the meaning set forth in Section 4.2(c). 
2.8 Code. The Internal Revenue Code of 1986, as amended from time to time. 
2.9 Committee. The Compensation Committee of the Board. 
2.10 Company. Linn Energy, LLC. 
2.11 Effective Date. The date first written above. 
2.12 Employee. Any employee of an Employer, regardless of position, who is normally scheduled to work 30 or more hours per week for such Employer. 
2.13 Employee Bonus Plan. The term “Employee Bonus Plan” has the meaning set forth in Section 4.2(b). 
2.14 Employer. The Company and any Subsidiary that participates in the Plan pursuant to Article VI. 
2.15 ERISA. The term “ERISA” has the meaning set forth in the Introduction. 
 
2.16 Good Reason. The term “Good Reason” shall have the meaning assigned to such term in any employment agreement between the Participant and the Employer, or in the absence of an employment agreement or such term being defined in an employment agreement, “Good Reason” shall mean any of the following to which the Participant will not consent in writing: 
(a) a reduction in the Participant’s base salary; 
(b) any material reduction in the Participant’s title, authority or responsibilities; or 
(c) relocation of the Participant’s primary place of employment to a location more than 50 miles from the Employer’s location. 
If termination is by the Participant with Good Reason, the Participant will give the Participant’s Employer written notice, which will identify with reasonable specificity the grounds for the Participant’s resignation and provide the Participant’s Employer with 30 days from the day such notice is given to cure the alleged grounds for resignation contained in the notice. A termination will not be for Good Reason if the Participant’s Employer has cured the alleged grounds for resignation contained in the notice within 30 days after receipt of such notice or if such notice is given by the Participant to the Participant’s Employer more than 30 days after the occurrence of the event that the Participant alleges is Good Reason for his or her termination hereunder. In order for a termination to be for “Good Reason”, the Company must fail to remedy the alleged grounds for resignation within the cure period, and the Participant must actually terminate employment with the Company and its Affiliates within 90 days after the expiration of the cure period. 
2.17 Participant. An Employee who is designated as a participant pursuant to Section 3.1. 
2.18 Person. Any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended. 
2.19 Plan. The Linn Energy, LLC Severance Plan. 
2.20 Plan Administrator. The named fiduciary of the Plan as described in Section 9.1. 
2.21 Qualifying Termination. Any termination of employment of a Participant initiated by the Employer other than for Cause; provided that, a termination initiated by a Participant for Good Reason shall also constitute a Qualifying Termination for Participants in Tier 1 and Tier 2. 
2.22 Release. The term “Release” has the meaning set forth in Section 4.1(c) 
2.23 Severance Benefits. The benefits described in Article IV that are provided to qualifying Participants under the Plan. 


Schedule 7, Page 3







2.24 Subsidiary. Any entity of which the Company owns, directly or indirectly, all of such entity’s outstanding units, shares of capital stock or other voting securities. 
 
2.25 Tiers. The terms “Tier 1”, “Tier 2”, “Tier 3”, “Tier 4” “Tier 5” and “Tier 6” have the meaning set forth in Section 3.2. 
ARTICLE III 
ELIGIBILITY 
3.1 Participants. An Employee of the Employer shall become a Participant in the Plan as of the later to occur of (i) the Effective Date or (ii) the date he or she first becomes an Employee of an Employer in a position covered by Tier 1, Tier 2, Tier 3, Tier 4, Tier 5 or Tier 6. 
Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated, or otherwise classified or treated by the Employer as a leased employee, consultant, independent contractor or other non-common law employee shall be eligible to receive benefits under the Plan. In the event of a Change of Control (as defined in the Change of Control Plan), severance benefits for eligible participants in the Change of Control Plan shall be provided under the terms of the Change of Control Plan and not the Plan; it is the intent of the Employer that Employees not be eligible for duplicate severance benefits under multiple plans. 
3.2 Tiers. Employees eligible to participate in the Plan shall be assigned to Tier 1, Tier 2, Tier 3, Tier 4, Tier 5 or Tier 6 as set forth below; provided, however, that the Committee, with respect to Tiers 1 and 2 and the Plan Administrator with respect to all other Tiers may designate, by written notice to such Participant, that a Participant shall be assigned to a different Tier, in which case such designation by the Committee shall be controlling. 
		
	(a)
	“Tier 1” means the Employee(s) of the Employer with the title of Senior Vice President. 


		
	(b)
	“Tier 2” means the Employee(s) of the Employer with the title of Vice President. 


		
	(c)
	“Tier 3” means the Employee(s) of the Employer with the title of Director or a Director level equivalent title. 


		
	(d)
	“Tier 4” means the Employee(s) of the Employer with the title of Manager or a Manager level equivalent title. 


		
	(e)
	“Tier 5” means the Employee(s) of the Employer with the title(s) of Supervisor or Key Technical. 


		
	(f)
	“Tier 6” means any Employee of the Employer that is not assigned to Tier 1, Tier 2, Tier 3, Tier 4 or Tier 5. 


 
ARTICLE IV 
SEVERANCE BENEFITS 
4.1 Eligibility for Severance Pay. A Participant becomes eligible to receive Severance Benefits under the Plan upon a Qualifying Termination, provided that the Participant: 
(a) performs in all material respects all transition and other matters required of the Participant by the Employer prior to his or her Qualifying Termination; 
(b) complies in all material respects with the restrictive covenants in Article V hereof and returns to the Employer any property of the Employer which has come into the Participant’s possession; and 
(c) returns (and does not thereafter revoke), within fifty days after the date of the Participant’s Qualifying Termination, a signed, dated and notarized original agreement and general release of claims in a form acceptable to the Employer, in its sole and absolute discretion (the “Release”). 
4.2 Amount of Severance Benefits. A Participant entitled to Severance Benefits under Section 4.1 shall be entitled to the following Severance Benefits as set forth in this Section 4.2. 
(a) Annual Base Salary. 
(i) Tier 1. A Participant in Tier 1 on the date of his or her Qualifying Termination shall be entitled to a payment equal to one and one-half times his or her Base Salary. 


Schedule 7, Page 4







(ii) Tier 2. A Participant in Tier 2 on the date of his or her Qualifying Termination shall be entitled to a payment equal to one times his or her Base Salary. 
(iii) Tier 3. A Participant in Tier 3 on the date of his or her Qualifying Termination shall be entitled to a payment equal to nine months of his or her Base Salary. 
(iv) Tier 4. A Participant in Tier 4 on the date of his or her Qualifying Termination shall be entitled to a payment equal to six months of his or her Base Salary. 
(v) Tier 5. A Participant in Tier 5 on the date of his or her Qualifying Termination shall be entitled to a payment equal to four and one-half months of his or her Base Salary. 
(vi) Tier 6. A Participant in Tier 6 on the date of his or her Qualifying Termination shall be entitled to a payment equal to three months of his or her Base Salary. 
(b) Incentive Benefits. Each Participant who, as of his or her Qualifying Termination, participates in any cash incentive compensation or other cash bonus plan or arrangement as may be established by the Board from time to time (collectively, the “Employee Bonus Plan”) shall be entitled to receive the amount as determined under the Employee Bonus Plan for a termination of employment. 
(c) COBRA Coverage. If the Participant timely and properly elects continuation health care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under the Employer’s health care plan, the Employer will pay the “Company’s portion” (as defined below) of the Participant’s COBRA continuation coverage of medical benefits (the “COBRA Coverage”) for the period set forth in the table below following the date of the Participants Qualifying Termination. The “Company’s portion” of COBRA Coverage shall be the difference between one hundred percent of the cost of the COBRA Coverage and the dollar amount of medical premium expenses paid for the same type or types of Employer medical benefits by a similarly situated Employee on the date of the Participant’s Qualifying Termination. 
 
	
		
	 
	Period of Continued

	Tier
	COBRA Coverage

	 
	 

	1
	18 Months

	 
	 

	2
	12 Months

	 
	 

	3
	9 Months

	 
	 

	4
	6 Months

	 
	 

	5
	5 Months

	 
	 

	6
	3 Months






Schedule 7, Page 5







(d) Outplacement Assistance. The Company shall pay fees on behalf of the Participant to a third-party outplacement services agency to provide outplacement services for up to the period of time set forth in the following table, which services shall be completed no later than nine months following the date of the Participant’s Qualifying Termination. 
 
	
		
	 
	Period of

	Tier
	Outplacement Services

	 
	 

	1
	6 Months

	 
	 

	2
	6 Months

	 
	 

	3
	3 Months

	 
	 

	4
	3 Months

	 
	 

	5
	3 Months

	 
	 

	6
	3 Months




(e) Time and Form of Payment. The Severance Benefits payable pursuant to Section 4.2(a) and Section 4.2(b) shall be paid in a single lump sum payment on the date that is sixty days after the date of the Participant’s Qualifying Termination, but no later than two and one half months following the last day of the calendar year that includes the date of the Participant’s Qualifying Termination. The Severance Benefits payable pursuant to Section 4.2(c) and Section 4.2(d) shall be paid directly to the service provider or shall be reimbursed to the Participant promptly, but in any event by no later than December 31st of the calendar year following the calendar year in which such expenses were incurred, shall not affect any payments or reimbursements in any other calendar year, and shall not be subject to liquidation or exchange for any other benefit. The taxable year in which any Severance Benefit under Section 4.2(c) or Section 4.2(d) is paid shall be determined in the sole discretion of the Employer, and the Participant shall not be permitted, directly or indirectly, to designate the taxable year of payment. Notwithstanding the foregoing, if the Participant has not timely returned the Release, or subsequently revokes the Release, the Participant shall forfeit all Severance Benefits. 
(f) Withholding. The Company may withhold and deduct from any benefits and payments made or to be made pursuant to the Plan all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling. 
ARTICLE V 
RESTRICTIVE COVENANTS 
5.1 Non-Compete Obligations. During employment with the Employer and for a period of (i) nine (9) months after the Participant’s termination of employment for a Tier 1 Participant and (ii) six (6) months after the Participant’s termination of employment for a Tier 2 Participant: 
(a) the Participant will not, other than through the Company, engage or participate in any manner, whether directly or indirectly through any family member or as an employee, employer, consultant, agent, principal, partner, more than one percent (1%) shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity, in any business or activity which is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products; provided that the foregoing shall not be deemed to restrain the participation by the Participant’s spouse in any capacity set forth above in any business or activity engaged in any such activity and provided further that the Company may, in good faith, take such reasonable action with respect to the Participant’s performance of his or her duties, responsibilities and authorities as it deems necessary and appropriate to protect its legitimate business interests with respect to any actual or apparent conflict of interest reasonably arising from or out of the participation by the Participant’s spouse in any such competitive business or activity; and 
(b) all investments made by the Participant (whether in his or her own name or in the name of any family members or other nominees or made by the Participant’s controlled affiliates), which relate to the leasing, acquisition, exploration, production, gathering or marketing of hydrocarbons and related products will be made solely through the Company; and the Participant will not (directly or indirectly through any family members or other persons), and will not permit any of his or her controlled affiliates to: (A) invest or otherwise participate alongside the Company or its direct or indirect subsidiaries in any Business Opportunities, or (B) invest or otherwise participate in any business or activity relating to a Business Opportunity, regardless of whether any of the Company or its direct or indirect subsidiaries ultimately participates in such business or activity, in either case, except through the Company. Notwithstanding the foregoing, nothing in this Section 5.1(b) shall be deemed to prohibit the Participant or any family member from owning, or otherwise having an interest in, less than one percent (1%) of any publicly owned entity or three percent (3%) or less of any private equity fund or similar investment fund that invests in any business or activity engaged in any of the activities set forth above, provided that the Participant has no active role with respect to any investment by such fund in any entity. 
 


Schedule 7, Page 6







5.2 Non-Solicitation. With respect to any Participant in Tier 1 or Tier 2, during such Participant’s employment with the Employer and for a period of one (1) year after the Participant’s termination of employment, the Participant will not, whether for his or her own account or for the account of any other Person (other than the Company or its direct or indirect Subsidiaries), intentionally solicit, endeavor to entice away from the Company or its direct or indirect Subsidiaries, or otherwise interfere with the relationship of the Company or its direct or indirect Subsidiaries with, (a) any person who is employed by the Company or its direct or indirect Subsidiaries (including any independent sales representatives or organizations), or (b) any client or customer of the Company or its direct or indirect Subsidiaries. 
ARTICLE VI 
EMPLOYERS 
Any Subsidiary of the Company shall be, and any new Subsidiary of the Company shall be an Employer under the Plan unless the Company makes an affirmative determination that such Subsidiary shall not be an Employer under the Plan. Pursuant to Section 3.1, the provisions of the Plan shall be fully applicable to the Employees of any such Subsidiary that becomes an Employer. 
ARTICLE VII 
SUCCESSOR TO COMPANY 
The Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had taken place. 
In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in the Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by the Plan. 
ARTICLE VIII 
AMENDMENT AND TERMINATION 
8.1 Amendment or Termination. While the Company expects and intends to continue the Plan, the Board or the Committee may amend the Plan at any time, and from time to time, for any reason in the Company’s sole discretion, to change, modify, alter or amend the Plan in any respect and to terminate the Plan in full. 
8.2 Procedure for Extension, Amendment or Termination. Any extension, amendment or termination of the Plan by the Board in accordance with the foregoing shall be made by action of the Board in accordance with the Company’s Certificate of Formation and the Second Amended and Restated Limited Liability Company Agreement, as amended, in effect at the time, and applicable law. 
 
ARTICLE IX 
PLAN ADMINISTRATION 
9.1 Named Fiduciary; Administration. A committee composed of the Company’s Chief Financial Officer, Chief Operating Officer and Senior Vice President with oversight of Human Resources is the named fiduciary of the Plan and shall be the Plan Administrator. The Plan Administrator shall review and determine all claims for benefits under the Plan. 
9.2 Claim Procedure. 
(a) If an Employee or former Employee or his or her authorized representative (referred to in this Article IX as a “claimant”) makes a written request alleging a right to receive benefits under the Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as a claim for benefits. 
(b) All claims and inquiries concerning benefits under the Plan must be submitted to the Plan Administrator in writing and be addressed as follows: 
Plan Administrator 
Linn Energy, LLC Severance Plan 


Schedule 7, Page 7







Linn Energy, LLC 
JP Morgan Chase Tower 
600 Travis, Suite 5100 
Houston, Texas 77002 
The Plan Administrator shall have full and complete discretionary authority to administer, to construe, and to interpret the Plan, to decide all questions of eligibility, to determine the amount, manner and time of payment, and to make all other determinations deemed necessary or advisable for the Plan. The Plan Administrator shall initially deny or approve all claims for benefits under the Plan. The claimant may submit written comments, documents, records or any other information relating to the claim. Furthermore, the claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits. 
(c) Claims Denial. If any claim for benefits is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial and shall advise the claimant of his or her right to a review thereof. Such written notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for such denial, specific references to the Plan provisions on which such denial is based, a description of any information or material necessary for the claimant to perfect his or her claim, an explanation of why such material is necessary and an explanation of the Plan’s review procedure, and the time limits applicable to such procedures. Furthermore, the notification shall include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review. Such written notice shall be given to the claimant within a reasonable period of time, which normally shall not exceed 90 days, after the claim is received by the Plan Administrator. 
 
 (d) Appeals. Any claimant whose claim for benefits is denied in whole or in part may appeal, or his or her duly authorized representative may appeal on the claimant’s behalf, such denial by submitting to the Appeals Committee a request for a review of the claim within 60 days after receiving written notice of such denial from the Plan Administrator. The Appeals Committee shall comprise at least three individuals who serve as officers or managers of the Company. The Appeals Committee shall give the claimant upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim of the claimant, in preparing his or her request for review. The request for review must be in writing and be addressed as follows: 
Appeals Committee 
Linn Energy, LLC Severance Plan 
Linn Energy, LLC 
JP Morgan Chase Tower 
600 Travis, Suite 5100 
Houston, Texas 77002 
The request for review shall set forth all of the grounds upon which it is based, all facts in support thereof, and any other matters which the claimant deems pertinent. The Appeals Committee may require the claimant to submit such additional facts, documents, or other materials as the Appeals Committee may deem necessary or appropriate in making its review. 
(e) Review of Appeals. The Appeals Committee shall act upon each request for review within 60 days after receipt thereof. The review on appeal shall consider all comments, documents, records and other information submitted by the claimant relating to the claim without regard to whether this information was submitted or considered in the initial benefit determination. The Appeals Committee shall have full and complete discretionary authority, in its review of any claims denied by the Plan Administrator, to administer, to construe, and to interpret the Plan, to decide all questions of eligibility, to determine the amount, manner and time of payment, and to make all other determinations deemed necessary or advisable for the Plan. 
(f) Decision on Appeals. The Appeals Committee shall give written notice of its decision to the claimant. If the Appeals Committee confirms the denial of the application for benefits in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, the specific reasons for such denial, and specific references to the Plan provisions on which the decision is based. The notice shall also contain a statement that the claimant is entitled to receive upon request, and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits. Information is relevant to a claim if it was relied upon in making the benefit determination or was submitted, considered or generated in the course of making the benefit determination, whether it was relied upon or not. The notice shall also contain a statement of the claimant’s right to bring an action under ERISA Section 502 (a). If the Appeals Committee has not rendered a decision on a request for review within 60 days after receipt of the request for review, the claimant’s claim shall be deemed to have been approved. The Appeals Committee’s decision shall be final and not subject to further review within the Company. There are no voluntary appeals procedures after review by the Appeals Committee. 
 
(g) Time of Approved Payment. In the event that either the Plan Administrator or the Appeals Committee determines that the claimant is entitled to the payment of all or any portion of the benefits claimed, such payment shall be made to the claimant within 30 days of the date of such determination or such later time as may be required to comply with Section 409A of the Code. 


Schedule 7, Page 8







(h) Determination of Time Periods. If the day on which any of the foregoing time periods is to end is a Saturday, Sunday or holiday recognized by the Company, the period shall extend until the next following business day. 
9.3 Exhaustion of Administrative Remedies. Completion of the claims and appeals procedures described in Sections 9.2 of the Plan will be a condition precedent to the commencement of any legal or equitable action in connection with a claim for benefits under the Plan by a claimant; provided, however, that the Appeals Committee may, in its sole discretion, waive compliance with such claims procedures as a condition precedent to any such action. 
ARTICLE X 
MISCELLANEOUS 
10.1 Employment Status. The Plan does not constitute a contract of employment or impose on the Participant or the Participant’s Employer any obligation for the Participant to remain an Employee or change the status of the Participant’s employment or the policies of such Employer regarding termination of employment. 
10.2 Unfunded Plan Status. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan. 
10.3 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
10.4 Anti-Alienation of Benefits. No amount to be paid hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors of the Employee or the Employee’s beneficiary. 
10.5 Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of Texas, without reference to principles of conflicts of law, except to the extent pre-empted by Federal law. 
 


Schedule 7, Page 9







IN WITNESS WHEREOF, this Linn Energy, LLC Severance Plan has been adopted the Committee to be effective as of the Effective Date. 
 
	
		
	LINN ENERGY, LLC

	 
	 

	By:
	/s/ Mark E. Ellis

	Mark E. Ellis

	Chairman of the Board of Directors,

	President and Chief Executive Officer




 




Schedule 7, Page 10








FIRST AMENDMENT TO 
LINN ENERGY, LLC SEVERANCE PLAN 
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Linn Energy, LLC, a Delaware limited liability company (the “Company”), previously adopted the Linn Energy, LLC Severance Plan (the “Plan”). The Company hereby amends the Plan effective on the date the Committee approves the amendment (the “Amendment Effective Date”). 
RECITALS 
WHEREAS, the Company established, and the Committee adopted, the Plan, under which the Company offers specified severance benefits to eligible employees of the Company and the Subsidiaries, in the event of certain involuntary terminations of employment; 
WHEREAS, Section 8.1 of the Plan provides that the Committee or the Board may amend the Plan at any time, and from time to time, for any reason in the Company’s sole discretion; 
WHEREAS, the Company now desires to amend the Plan to provide that a Participant shall not be entitled to any benefits under the Plan if (i) the Participant is terminated as a result of the sale or other disposition of a plant, facility, division, operating assets or Subsidiary or any similar transaction, and (ii) in connection with such transaction, the Participant is offered continued employment with the purchaser or any of its affiliates in a comparable position to the one held by the Participant immediately prior to his or her date of termination, as determined in the Company’s sole discretion; and 
WHEREAS, capitalized terms used but not defined herein shall have the same meaning as set forth in the Plan. 
AMENDMENTS 
1. Section 2.21 of the Plan is hereby amended to add the following text: 
“A Qualifying Termination will not have occurred for purposes of this Plan, if (i) the Participant is terminated as a result of the sale or other disposition of a plant, facility, division, operating assets or Subsidiary or any similar transaction, and (ii) in connection with such transaction, the Participant is offered continued employment with the purchaser or any of its affiliates with the same base salary as was in effect as of immediately before such transaction and at a location within fifty (50) miles of the primary location at which the Participant worked immediately before such transaction, in each case, as determined in the Company’s sole discretion.” 
2. Except as set specifically amended above, the Plan will remain in full force and effect. 
 


Schedule 7, Page 11








IN WITNESS WHEREOF, the Company has caused the execution of this Amendment by its duly authorized officer, effective as of the Amendment Effective Date. 
 
	
		
	LINN ENERGY, LLC

	 
	 

	By:
	/s/ Candice J. Wells

	Name:
	Candice J. Wells

	Title:
	Senior Vice President, General Counsel and Corporate Secretary

	 

	Effective Date: July 22, 2016




 




Schedule 7, Page 12








Schedule 8 
TRANSFERRED HARDWARE 
[SCHEDULE FOLLOWS] 
 




Schedule 8, Page 1








Schedule 8 
Transferred Hardware 
 
	
											
	PC
	Status
	Manufacturer
	Model
	Memory
	Processor
	Age/Year
	Value
	City
	State
	PhysicalDeliveryOfficeName

	BAK-ALD1   
	Active
	Dell Inc.
	OptiPlex 990
	4096
	3401
	3
	$175
	Bakersfield
	CA
	Bakersfield, CA

	BAK-DJOHNSON7   
	Active
	Dell Inc.
	OptiPlex 990
	4096
	3401
	3
	$175
	Bakersfield
	CA
	Bakersfield, CA

	BERDT-J2R7N22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	21Z/McKittrick, CA

	BERDT-J2RFN22   
	Inactive
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BERDT-J2RRN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BERDT-J2RSN22   
	Inactive
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	Bakersfield
	CA
	0

	BERDT-J2RTN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BERDT-J2RVN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BERDT-J2RWN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BERDT-J2RYN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	Bakersfield, CA

	BERLT-13M8K12   
	Active
	Dell Inc.
	Latitude 
E7440
	4096
	2401
	2
	$400
	McKittrick
	CA
	0

	BERLT-19BTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	0

	BERLT-1MBTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-2PK8K12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	McKittrick
	CA
	0

	BERLT-2TFBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-2VSBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-333PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	McKittrick
	CA
	Taft

	BERLT-3CZBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-3YTBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-46SSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Bakersfield
	CA
	Bakersfield, CA

	BERLT-5F0TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-5MDBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-5N2PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-6GCTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-7MDBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-7PK8K12   
	Inactive
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	McKittrick
	CA
	NMWSS

	BERLT-7W0PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Parachute
	CO
	Parachute, CO

	BERLT-88NBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-88VBJX1   
	Inactive
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-91TBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Bakersfield
	CA
	Bakersfield, CA

	BERLT-922PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Roosevelt
	UT
	Utah

	BERLT-98NBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Utah

	BERLT-9GTBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-9N2PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT






Schedule 8, Page 2







	
											
	PC
	Status
	Manufacturer
	Model
	Memory
	Processor
	Age/Year
	Value
	City
	State
	PhysicalDeliveryOfficeName

	BERLT-9XRBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Utah

	BERLT-BPSBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-BRPSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Bakersfield
	CA
	139

	BERLT-BVRBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-BZFBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-C76TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	0

	BERLT-C8PRBS1   
	Active
	Dell Inc.
	Latitude E6420
	4096
	2501
	4
	$235
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-D12PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Parachute
	CO
	Parachute, CO

	BERLT-D2NBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-D3DTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-D6RSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Bakersfield
	CA
	Bakersfield, CA

	BERLT-DZ5TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-F2TBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	0

	BERLT-FCTTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Bakersfield
	CA
	Lync user for Receptionist 
Midway (MBK)

	BERLT-FHM8K12   
	Inactive
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BERLT-FQ4PVY1   
	Active
	DELL    
	CBX3    
	 
	2701
	2
	$250
	Roosevelt
	UT
	Utah






Schedule 8, Page 3









	
											
	BERLT-FQ4PVY1   
	Active
	DELL    
	CBX3    
	4096
	2701
	2
	$250
	Roosevelt
	UT
	Utah

	BERLT-G6DBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-GHVBJX1   
	Inactive
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-GM2PVY1   
	Inactive
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-GVRBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-HVVBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-HW4PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-HWLN7W1   
	Active
	Dell Inc.
	Latitude E6430
	8192
	2601
	3-4
	$275
	Roosevelt
	UT
	0

	BERLT-J32XXZ1   
	Active
	Dell Inc.
	Latitude E6440
	8192
	2901
	3
	$350
	McKittrick
	CA
	NMWSS

	BERLT-JPTBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	Roosevelt, UT

	BERLT-JWS9JX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$275
	Roosevelt
	UT
	0

	BFDDT-2M6MFZ1   
	Active
	Dell Inc.
	Precision T5610
	8192
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-2M6NFZ1   
	Active
	Dell Inc.
	Precision T5610
	8192
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-2M7LFZ1   
	Active
	Dell Inc.
	Precision T5610
	8192
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-2M7PFZ1   
	Active
	Dell Inc.
	Precision T5610
	8192
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-2M8MFZ1   
	Active
	Dell Inc.
	Precision T5610
	8192
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-43BWM02   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$400
	Bakersfield
	CA
	BAKERSFIELD

	BFDDT-43JYM02   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-49CW9P1   
	Active
	Dell Inc.
	OptiPlex 980
	2048
	2927
	4
	$100
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-4FTRDB2   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-4FTSDB2   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	Bakersfield
	CA
	0

	BFDDT-53YH9Z1   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3201
	1-2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-55JLS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$400
	Taft
	CA
	Taft

	BFDDT-55P8S22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$400
	Newhall
	CA
	Placerita

	BFDDT-57B9S22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-BHZ5942   
	Active
	Dell Inc.
	Precision Tower 58
	4096
	2601
	2
	$1,000
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-CWHQDX1   
	Active
	Dell Inc.
	OptiPlex 9010
	4096
	3401
	3
	$250
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-CWHSDX1   
	Active
	Dell Inc.
	OptiPlex 9010
	4096
	3401
	3
	$250
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-DBPPQ22   
	Active
	Dell Inc.
	Precision Tower 58
	16384
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-DCGGS22   
	Active
	Dell Inc.
	Precision Tower 58
	16384
	2601
	2
	$1,300
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-G1Y6MS1   
	Active
	Dell Inc.
	Precision WorkStat
	4096
	2394
	3
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-G1Y7MS1   
	Active
	Dell Inc.
	Precision WorkStat
	4096
	2394
	3
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-HR82XX1   
	Active
	Dell Inc.
	OptiPlex 9010
	4096
	3401
	3
	$250
	Bakersfield
	CA
	Bakersfield, CA

	BFDDT-J2RGN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$400
	McKittrick
	CA
	0

	BFDDT-JQKMVW1   
	Active
	Dell Inc.
	Dell System XPS L3
	4096
	2501
	3
	$250
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-1NX8TY1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Bakersfield
	CA
	BAKERSFIELD

	BFDLT-1RBHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-1YGDJ72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$700
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-245TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-2GT1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-2H4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-2P7TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	Bakersfield
	CA
	0

	BFDLT-2XC8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-3CR7Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-3J1ML12   
	Active
	Dell Inc.
	Precision M4800
	4096
	2701
	2
	$700
	Bakersfield
	CA
	0

	BFDLT-3MMTZ52   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$700
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-4C4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-4C8TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Taft
	CA
	Taft

	BFDLT-4DXSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$350
	Parachute
	CO
	Parachute, CO

	BFDLT-4MVFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-4SC8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$400
	Bakersfield
	CA
	Bakersfield, CA




  


Schedule 8, Page 4







 
	
													
	BFDLT-4ZR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	0

	BFDLT-594TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-5Q7TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	127

	BFDLT-5XR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-6BQ7Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-6QSSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	BFDLT-87D8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-884TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	BFDLT-8KT1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	139

	BFDLT-8L4TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-8NNDJ72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Bakersfield
	CA
	0

	BFDLT-8T5TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	McKittrick
	CA
	Bakersfield, CA

	BFDLT-8XQ1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	0

	BFDLT-9886TY1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Poso Creek Field

	BFDLT-9B1CQ12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-9B4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-9F4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-9H4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-B3SFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-B64XXZ1   
	Inactive
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	139

	BFDLT-B7VZZ52   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-BC8TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	BFDLT-BKR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	257

	BFDLT-BZS9JX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-C08TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-C1V1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-CQGZTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	0

	BFDLT-D2DTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-D7D8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	BAKERSFIELD

	BFDLT-DVD8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	NMWSS

	BFDLT-DZGZTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	BFDLT-F5LHL12   
	Inactive
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	0

	BFDLT-FBS2062   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Bakersfield
	CA
	Taft

	BFDLT-FN7TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-FNS1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-FP7TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-FXD8Q12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-G25TJ12   
	Inactive
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-G9WFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-GB4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	0

	BFDLT-GSR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	208F

	BFDLT-H5KSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-HJ1ML12   
	Active
	Dell Inc.
	Precision M4800
	4096
	2701
	2
	$
	700
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-HMN2Q12   
	Active
	Dell Inc.
	Precision M4800
	8192
	3301
	2
	$
	700
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-HTCTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	McKittrick
	CA
	NMWSS

	BFDLT-J47TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-JM4TJ12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-JM5PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-JP60062   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Bakersfield
	CA
	Bakersfield, CA

	BFDLT-JXRFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	BIGDT-BNVJQW1   
	Active
	Dell Inc.
	OptiPlex 9010
	4096
	3401
	3
	$
	250
	

	Roosevelt
	UT
	435-353-5780




  


Schedule 8, Page 5







 
	
													
	GBKLT-97GHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	HUGLT-2XSDN12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2401
	2
	$
	400
	

	Lakin
	KS
	Lakin, KS

	HUGLT-6LJ9J72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Lakin
	KS
	0

	HUGLT-FSWFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Lakin
	KS
	Lakin, KS

	HUGLT-FXWFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Lakin
	KS
	Lakin, KS

	HUGLT-JQZ1G12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Lakin
	KS
	Lakin, KS

	MIDDT-3BFW842   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Newhall
	CA
	Placerita

	MIDDT-557HS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	MIDDT-55QKS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	McKittrick
	CA
	0

	MIDLT-6FT1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	0

	MIDLT-JWR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	BAKERSFIELD

	NEOLT-15HHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	NEOLT-3TBHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	NEOLT-40CHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	NEOLT-83CHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	0

	NEOLT-C2HHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	NEOLT-JGBHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	PAMLT-1WKM6R1   
	Active
	Dell Inc.
	Latitude E6420
	4096
	2501
	4
	$
	235
	

	Lakin
	KS
	Garden City, KS

	PARDT-3BDV842   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	PARDT-4VKPRW1   
	Active
	Dell Inc.
	OptiPlex 9010
	4096
	3401
	3
	$
	250
	

	Parachute
	CO
	Parachute, CO

	PARDT-5RYJ4V1   
	Active
	Dell Inc.
	OptiPlex 990
	4096
	3401
	3
	$
	175
	

	Parachute
	CO
	Parachute, CO

	PARLT-1T3XXZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Parachute
	CO
	Parachute, CO

	PARLT-292PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Parachute
	CO
	Parachute, CO

	PARLT-2N3PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Parachute
	CO
	Parachute, CO

	PARLT-4GCBXZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Parachute
	CO
	Parachute, CO

	PARLT-F62PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Parachute
	CO
	Parachute, CO

	PARLT-G09GSY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	3001
	3-4
	$
	275
	

	Parachute
	CO
	Parachute, CO

	PLADT-22FZ182   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Newhall
	CA
	Placerita

	PLADT-G5QK9R1   
	Active
	Dell Inc.
	OptiPlex 390
	4096
	3300
	4+
	$
	100
	

	Newhall
	CA
	Placerita

	PLALT-2FVFH12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2301
	2
	$
	400
	

	Bakersfield
	CA
	Placerita, Ca.

	PLALT-75Z2062   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Newhall
	CA
	Placerita

	PLALT-J9S8J72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Newhall
	CA
	Placerita

	PLALT-JWGDJ72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Newhall
	CA
	Placerita

	POSDT-4HWHS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	POSDT-4JNNS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	POSDT-557CS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	POSDT-559NS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek

	POSDT-55F9S22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek

	POSDT-55K9S22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	POSDT-55NKS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	POSDT-55TBS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek, CA

	POSDT-6XX9R22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	Poso Creek Field

	ROSDT-CYBZ942   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-29RSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-50C9J72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-7H2PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-8P45662   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-9DDTTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Taft
	CA
	Taft

	ROSLT-B05TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	0

	ROSLT-BYNK2Q1   
	Active
	Dell Inc.
	Latitude E6420
	2048
	2100
	4
	$
	235
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-C5SSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT




 


Schedule 8, Page 6







 
	
													
	ROSLT-CJRSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	435-353-5780

	ROSLT-FZ5DJ72   
	Active
	Dell Inc.
	Latitude E7250
	8192
	2301
	1
	$
	700
	

	Roosevelt
	UT
	Roosevelt, UT

	ROSLT-H9TBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTDT-CONF   
	Active
	Dell Inc.
	OptiPlex 990
	2048
	3101
	3
	$
	175
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTLT-1G6PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Roosevelt
	UT
	Roosevelt, NM

	RVTLT-2572DS1   
	Active
	Dell Inc.
	Latitude E6420
	2048
	2501
	4
	$
	235
	

	Roosevelt
	UT
	0

	RVTLT-4RZBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Roosevelt
	UT
	Utah

	RVTLT-5CQSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTLT-5J2XCS1   
	Active
	Dell Inc.
	Latitude E6420
	4096
	2501
	4
	$
	235
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTLT-7TRSTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTLT-91SBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Roosevelt
	UT
	Utah

	RVTLT-BN0PVY1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2701
	3-4
	$
	275
	

	Roosevelt
	UT
	Utah

	RVTLT-BQTBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Roosevelt
	UT
	Roosevelt, UT

	RVTLT-CJTBJX1   
	Active
	Dell Inc.
	Latitude E6430
	4096
	2501
	3-4
	$
	275
	

	Roosevelt
	UT
	Roosevelt - Berry

	RVTLT-FM8TTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Roosevelt
	UT
	Roosevelt, UT

	SAOLT-60DHL12   
	Active
	Dell Inc.
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Lakin
	KS
	Lakin, KS

	SYRLT-690FBW1   
	Active
	Dell Inc.
	Latitude E6430
	8192
	2601
	3-4
	$
	275
	

	Lakin
	KS
	0

	SYRLT-DB6XBW1   
	Active
	Dell Inc.
	Latitude E6430
	8192
	2601
	3-4
	$
	275
	

	Lakin
	KS
	Lakin, KS

	TAFDT-3BFX842   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-438WM02   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-4FVQDB2   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	SMWSS Asset Team

	TAFDT-55CLS22   
	Inactive
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Bakersfield
	CA
	0

	TAFDT-55DBS22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-563CP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-563DP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-565DP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-566FP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-567DP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-567FP22   
	Inactive
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-568FP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3001
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-5DMLP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-5DMMP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-5DQKP22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-6WZ0R22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-6XK7R22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	3301
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-77DVJS1   
	Active
	Dell Inc.
	OptiPlex 990
	4096
	3401
	3
	$
	175
	

	Taft
	CA
	Taft

	TAFDT-9KM9N22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-9KMCN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-9KMWM22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-9KNBN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-9KNCN22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFDT-9KNWM22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	0

	TAFDT-9KNXM22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft, CA

	TAFDT-9KP9N22   
	Active
	Dell Inc.
	OptiPlex 9020
	4096
	2901
	1-2
	$
	400
	

	Taft
	CA
	Taft

	TAFLT-7TQ1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Taft

	TAFLT-88HZTZ1   
	Active
	Dell Inc.
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Taft
	CA
	Taft

	TAFLT-8KR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Taft
	CA
	NMWSS

	TAFLT-GVR1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Taft
	CA
	Taft

	TAFLT-H2T1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Taft
	CA
	Taft

	TAFLT-HXT1P12   
	Active
	Dell Inc.
	Latitude E7440
	4096
	2601
	2
	$
	400
	

	Taft
	CA
	Taft

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA




  


Schedule 8, Page 7







 
	
													
	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E6440
	4096
	2601
	3
	$
	350
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Latitude E7440
	8192
	2601
	2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T3600
	 
	 
	 
	$
	1,300
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T5610
	 
	 
	 
	$
	2,500
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T5610
	 
	 
	 
	$
	2,500
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T5610
	 
	 
	 
	$
	2,500
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T5610
	 
	 
	 
	$
	2,500
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Precision T5610
	 
	 
	 
	$
	2,500
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9020
	4096
	2901
	1-2
	$
	400
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9021
	4096
	2901
	1-3
	$
	401
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9022
	4096
	2901
	1-4
	$
	402
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9023
	4096
	2901
	1-5
	$
	403
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9024
	4096
	2901
	1-6
	$
	404
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9025
	4096
	2901
	1-7
	$
	405
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9026
	4096
	2901
	1-8
	$
	406
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9027
	4096
	2901
	1-9
	$
	407
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9028
	4096
	2901
	1-10
	$
	408
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9029
	4096
	2901
	1-11
	$
	409
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Optiplex 9030
	4096
	2901
	1-12
	$
	410
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA




  


Schedule 8, Page 8







 
	
													
	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Monitors
	 
	 
	 
	$
	75
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA

	Inventory   
	Inv
	Dell
	Docking Station
	 
	 
	 
	$
	50
	

	Bakersfield
	CA
	Bakersfield, CA




 


Schedule 8, Page 9








Schedule 9 
PLUGGING AND ABANDONMENT 
[SCHEDULE FOLLOWS] 
 




Schedule 9, Page 1








Schedule 9 
PLUGGING AND ABANDONMENT 
California 
 
	
		
	Common Well Name
 
	API Number
 

	21Z G-21
	030-49706

	21Z SP-2
	029-37658

	BB&O 49
	029-45264

	BB&O 60
	029-46521

	Berry & Ewing 301
	030-01264

	Berry & Ewing 149
	029-46196

	Berry & Ewing 157R
	030-10384

	Berry & Ewing 158
	029-47984

	Big Ten 101
	029-52604

	Big Ten 106
	029-53402

	Catfish 29
	029-45510

	Catfish 52
	029-49765

	Ethel D 376
	029-09397

	Ethel D 4-1
	030-31203

	Fairfield 348
	030-02959

	Fairfield 41
	029-47666

	Fairfield 48
	029-53733

	Fairfield 48-62
	030-49706

	Fairfield 56-69
	030-49873

	Fairfield 57-68
	030-49874

	Fairfield 57-70
	030-49875

	Fairfield 58-65
	030-49876

	Fairfield 58-67
	030-49877

	Fairfield 58-69
	030-49950

	Fairfield 59-68
	030-49955

	Fairfield 60
	029-57803

	Fairfield 60-65
	030-49879

	Fairfield 60-67
	030-49954

	Fairfield 60-69
	030-49951

	Fairfield 61-68
	030-49953

	Fairfield 62-67
	030-49956

	Fairfield 67
	029-58418

	Fairfield 92
	029-66613

	Fairfield A-113
	029-70042

	Fairfield A-117
	029-71869

	Fairfield A-128
	029-73087

	Fairfield A-141
	029-75196

	Fairfield A-142
	029-75197

	Fairfield A-143
	029-75198

	Fairfield A-146
	029-75200

	Fairfield A-147
	029-75201

	Fairfield A-153
	029-75207

	Fairfield A-155
	029-75128

	Hillside 101
	029-51591






Schedule 9, Page 2







 
	
		
	Common Well Name
 
	API Number
 

	Hillside 113
	029-51593

	Hillside 116
	029-51538

	Hillside 123
	029-48992

	Hillside 131
	029-51539

	Hillside 173
	029-86023

	Hillside 33
	029-37521

	Hillside 36
	029-37524

	Hillside 50
	029-45263

	Hillside 55
	029-48040

	Hillside 62
	029-478043

	Hillside 64
	029-48987

	Hillside 67
	029-51233

	Hillside 70
	029-48047

	Hillside 75
	029-51236

	Hillside 76
	029-48048

	Hillside 77
	029-48988

	Hillside 80
	029-47735

	Hillside 87
	029-47642

	Hillside 88
	029-48990

	Pan 10
	029-15460

	Pan 20
	029-57791

	Pan 34
	030-26322

	Pan 8
	029-15458

	Section 31D 1-i
	030-09322

	Section 36 20
	030-03319

	Southwestern 54-48
	030-41723

	Surprise 11
	029-36304

	Surprise 15
	029-36308

	Surprise 23
	029-43032

	Surprise 40
	029-48146

	Surprise 41
	029-50542

	Surprise 60
	029-48639

	Surprise 61
	029-60208

	Surprise 87
	029-51211

	Surprise 96
	029-51544

	Tannehill 149
	029-87418

	USL 12-1 flowline removal
	029-19936




 


Schedule 9, Page 3







Schedule 9 
PLUGGING AND ABANDONMENT 
Kansas 
 
	
								
	State
 
	County
 
	Well Name
 
	API
 
	ACQ
 
	Operator
 
	Total
WI 
(Linn+Berry)
 
	Total NRI 
(Linn+ 
Berry)
 

	KS
	Grant
	TATE Moore 09 002
	15-067-20255
	XTO
	Linn
	1.0000
	0.8749

	KS
	Stevens
	LEFFLER UNIT 3
	15-189-21151
	XTO
	Linn
	1.0000
	0.9063

	KS
	Stevens
	PARKER ESTATE 2
	15-189-00572
	XTO
	Linn
	1.0000
	 

	KS
	Finney
	LAYMAN 03 UNIT 25 002
	15-055-21308
	XTO
	Linn
	1.0000
	0.9028

	KS
	Kearny
	TATE-UNREIN UNIT 3
	15-093-21205
	XTO
	Linn
	1.0000
	1.0000

	KS
	Morton
	TILLETT LM 21 001
	15-129-20239
	XTO
	Linn
	1.0000
	0.8750

	OK
	Texas
	Langston 1-2
	35-139-22009
	XTO
	Linn
	1.0000
	0.8750

	KS
	Kearny
	LEE 11 UNIT 30 002
	15-093-20292
	XTO
	Linn
	1.0000
	0.8142

	KS
	Kearny
	RODERICK 03 UNIT 26 002
	15-093-20305
	XTO
	Linn
	1.0000
	0.8750

	KS
	Stevens
	SHERWOOD WINTER 1
	15-189-20506
	XTO
	Linn
	1.0000*
	0.8750*

	KS
	Haskell
	BURGMEIER 35 001
	15-081-00400
	XTO
	Linn
	1.0000
	0.6563

	KS
	Kearny
	TATE 08 UNIT 23 002
	15-093-20216
	XTO
	Linn
	1.0000
	0.8776

	KS
	Finney
	BROWN 07 UNIT 35 008
	15-055-20642
	XTO
	Linn
	1.0000
	0.8750

	KS
	Stevens
	SHULER HE 16 004
	15-189-20985
	XTO
	Linn
	1.0000
	0.8750

	KS
	Stevens
	PIPER 01 UNIT 02 002
	15-189-20588
	XTO
	Linn
	1.0000
	0.8750

	OK
	Texas
	E. CARPENTER UNIT 3
	35-139-22110
	XTO
	Linn
	1.0000*
	0.8750*

	KS
	Grant
	WILLIAMS 02 UNIT 19 003
	15-067-20179
	XTO
	Linn
	1.0000
	0.8750

	KS
	Stevens
	RAPP GRIGSBY 21 002
	15-189-20347
	XTO
	Linn
	1.0000
	0.9219

	KS
	Kearny
	LEE 6-2
	15-093-20220
	XTO
	Linn
	1.0000
	0.8203

	KS
	Finney
	BROWN UNIT 6-7
	15-055-20486
	XTO
	Linn
	1.0000
	0.8750

	OK
	Texas
	SWENSON UNIT 2-30
	35-139-24183
	XTO
	Linn
	1.0000
	0.8750

	KS
	Stevens
	RAYDURE 1-2
	15-189-20438
	XTO
	Linn
	1.0000
	0.8750

	KS
	Kearny
	WILKIE 1-2
	15-093-20059
	XTO
	Linn
	1.0000
	0.8750

	KS
	Grant
	Mickey J 33 002
	15-067-20534
	XTO
	Linn
	1.0000
	0.8750

	KS
	Kearny
	TATE WHITE 27 002
	15-093-20716
	XTO
	Linn
	1.0000
	 

	KS
	Kearny
	BUCK 1 I - 15
	15-093-21584
	XTO
	Linn
	1.0000
	 

	KS
	Stevens
	PHILLIPS RS 10 005
	15-189-20338
	XTO
	Linn
	1.0000
	 

	KS
	Stevens
	SIEGMUND 1-2
	15-189-20585
	XTO
	Linn
	0.7500
	 

	KS
	Grant
	GUY FAIRCHILD 36 003
	15-067-20622
	XTO
	Linn
	1.0000
	 

	KS
	Finney
	J. LIGHTNER I 1
	15-055-20882
	XTO
	Linn
	1.0000
	 

	KS
	Stevens
	FOSTER 1-2
	15-189-20771
	XTO
	Linn
	1.0000
	 

	KS
	Stevens
	ELLIS 1-2
	15-189-20666
	XTO
	Linn
	1.0000
	 

	KS
	Kearny
	Nightengale 1-26
(White Heirs Unit 3)
	15-093-21804
	XTO
	Linn
	0.0000*
	0.0000*

	KS
	Stevens
	O DEA JAMES - A 2
	15-189-21034
	XTO
	Linn
	0.0000*
	0.0000*

	KS
	Haskell
	DOERKSEN UNIT 4-14 (Stonestreet 14-1)
	15-081-21866
	XTO
	Linn
	0.0000*
	0.0000*

	KS
	Morton
	LOIS 9-1 (AO MANGLES 3-9)
	15-129-21781
	XTO
	Linn
	0.0000*
	0.0000*




 


Schedule 9, Page 4







Schedule 9 
PLUGGING AND ABANDONMENT 
Utah 
 
	
							
	Well Name
 
	API Number 
 
	State
 
	County
 
	WI 
 
	NRI 
 
	Well Classification
 

	SCOFIELD THORPE 22-41X
	43007308900000
	UT
	CARBON
	1.00000000
	0.84577500
	PA Proposed to State

	SCOFIELD THORPE 23-31
	43007310010000
	UT
	CARBON
	1.00000000
	0.84577500
	PA Proposed to State

	SCOFIELD THORPE 35-13
	43007309910000
	UT
	CARBON
	1.00000000
	0.84577500
	PA Proposed to State

	SFW FEE 13-10D-54
	43013508920000
	UT
	DUCHESNE
	0.99805695
	0.63734453
	PA Proposed to State

	TAYLOR FEE 7-14-56
	43013331400000
	UT
	DUCHESNE
	0.56250000
	0.49218750
	PA Proposed to State

	UTE TRIBAL 10-14-55
	43013326010000
	UT
	DUCHESNE
	1.00000000
	0.82000000
	PA Proposed to State

	UTE TRIBAL 12-15-55
	43013329810000
	UT
	DUCHESNE
	1.00000000
	0.82000000
	PA Proposed to State

	UTE TRIBAL 1-33
	43013321850000
	UT
	DUCHESNE
	1.00000000
	0.81000000
	PA Proposed to State

	UTE TRIBAL 15-15-55
	43013328550000
	UT
	DUCHESNE
	1.00000000
	0.82000000
	PA Proposed to State

	UTE TRIBAL 7-14-55
	43013332690000
	UT
	DUCHESNE
	1.00000000
	0.82000000
	PA Proposed to State




 


Schedule 9, Page 5







Schedule 9 
PLUGGING AND ABANDONMENT 
Colorado, Utah, Texas 
 
	
						
	STATE
 
	BUSINESS UNIT
 
	WELL NAME
 
	WELL No. 
 
	API 
 
	DESCRIPTION
 

	CO
	PICEANCE
	NONE
	 
	 
	 

	UT
	UINTA
	Scofield Thorpe Rig Skid
	22-41X
	43-007-30890
	Gas Well

	UT
	UINTA
	Scofield Thorpe
	23-31
	43-007-31001
	Gas Well

	UT
	UINTA
	Scofield Thorpe
	35-13
	43-007-30991
	Gas Well

	UT
	UINTA
	SWD Fee
	13-10D-54
	43-013-50892
	Oil Well

	UT
	UINTA
	Taylor Fee
	7-14-56
	43-013-33140
	Oil Well

	UT
	UINTA
	Ute Tribal
	10-14-55
	43-013-32601
	Oil Well

	UT
	UINTA
	Ute Tribal
	12-15-55
	43-013-32981
	Oil Well

	UT
	UINTA
	Ute Tribal
	1-33
	43-013-32185
	Oil Well

	UT
	UINTA
	Ute Tribal
	15-15-55
	43-013-32855
	Oil Well

	UT
	UINTA
	Ute Tribal
	7-14-55
	43-013-33269
	Oil Well

	TX
	TEXLA
	NONE
	 
	 
	 




 




Schedule 9, Page 6








Schedule 10 
CALIFORNIA EMISSIONS CREDITS 
NONE 
 




Schedule 10, Page 1








Schedule 11 
HUGOTON FIELD OFFICES 
[SCHEDULE FOLLOWS] 
 




Schedule 11, Page 1








Schedule 11 
HUGOTON FIELD OFFICES 
Hickok Field Office & Compressor Station – 9180 East Highway 160, Ulysses, KS 67880 (both are in Grant County, Kansas) 
Being a portion of Lot Four (4) and the Southeast Quarter of the Southwest Quarter (SE/4 SW/4), (also described as South half of Southwest Quarter), of Section Thirty-One (31), Township Twenty-Eight (28) South, Range Thirty-Five (35) West of 6th P.M ., containing 64.99 acres of land, more or less, being further described in that certain General Warranty Deed, dated April 18th, 1947, from Clarence E. Reed, a single man to Magnolia Petroleum Company, as recorded in Book 31, Page 187 of the deed records of Grant County, Kansas. 
Hugoton Field Office – 200 W 4th Street, Hugoton, KS, 67951 
Lots 5-7; of Block 27, to the city of Hugoton, being in Section 16, Township 33 South, Range 37 West, Stevens County, Kansas and being further described in that certain Conveyance, Assignment and Transfer, dated December 28, 1961, from Republic Natural Gas Company to Socony Mobil Oil Company, Inc., as recorded in Book 38, Page 216 of the deed records of Stevens County, Kansas. 
Lakin Field Office 
 
	
							
	LAKIN
	805 South Highway 25
	Lakin
	KS
	67860
	620-355-7838
	Katherine Lee




A tract of land located in the Southeast Quarter (SE/4) of Section 27, Township 24 South, Range 36 West of the 6th P.M., being further described as follows: Commencing at the SE corner of Section 27, Township 24 South, Range 36 West, thence S 89 ° 22’ 36” W (an assumed bearing) on the South line of the Southside Subdivision for a distance of 954.69 feet to the SW comer of said subdivision; thence S 89 ° 21 • 0711 W on the South line of Section 27 for a distance of 106.26 feet; thence N 00 ° 00’ 00” E for a distance of 55.34 feet to the SE corner of “Tract l II as recorded in Book A, Page 79; thence N 30 ° 09’ 33” E on the Easterly line of said Tract I for a distance of 372.38 feet to the POINT OF BEGINNING; thence N 86° 32’ 08” W for a distance of 147.94 feet to the SE comer of “Tract 2” as recorded in Book A, Page 79; thence N 23 ° 28’ 36” E on the Easterly line of said Tract 2 for a distance of 259.29 feet; thence N 11 ° 36’ 36” Eon the Easterly line of said tract for a distance of 185.67 feet; thence N 00 ° 21’ 14” Eon the Easterly line of said tract for a distance of 121.57 feet; thence N 06 ° 13’ 51” W on the Easterly line of said tract for a distance of 80.00 feet; thence S 77 ° 18’ 32” E for a distance of 345.21 feet to a point on the Westerly right of way line of Highway #25; thence S 30 ° 09’ 33” W on said right of way line for a distance of 640.60 feet to the POINT OF BEGINNING, containing 2.998 acres of land., more or less. The basis of bearings being the South line of Section 27, being assumed to be S 89 ° 21’ 23” W. Being the same land conveyed by Corporation Deed dated November I, 2000, from Beymer & Beymer, Inc. to Plains Petroleum Operating Company, as recorded in Book 173, Page 645 of the land records of Kearny County, Kansas and being further described in that certain Deed (with Limited Warranty) dated March 30, 2003, from Williams Production RMT Company to XTO Energy Inc., as recorded in Book 195, Page 68 of the land records of Kearny County, Kansas. 




Schedule 11, Page 2