Exhibit 10.1


 


PURCHASE
AND SALE AGREEMENT


 


This Purchase
and Sale Agreement (“Agreement”) is entered into and effective this 23rd
day of December, 2008, (“Effective Date”) by and between Venoco, Inc., a
Delaware Corporation (“Venoco”), as buyer, and Carpinteria Bluffs, LLC, a
Colorado limited liability corporation (“Bluffs”), as seller. Venoco and Bluffs
are individually referred to as a “Party” and collectively as “Parties” in this
Agreement.


 


RECITALS


 


WHEREAS,
Venoco desires to purchase from Bluffs those certain parcels of land in the
City of Carpinteria identified on Exhibit A
hereto (the “Property”) and Bluffs desires to sell Property to Venoco, subject
to the terms and conditions of this Agreement; and.


 


WHEREAS, the
Parties acknowledge that the Property has served as an oil and gas process
facility since the 1960’s and the Venoco has continuously owned or leased the
Property since 1999.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth in this Agreement,
Bluffs and Venoco hereby agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


The following
terms, when used in this Agreement, will have the following definitions:


 


1.01        Associated Parties. Successors, assigns, directors, officers, employees,
agents, contractors, subcontractors, and affiliates.


 


1.02        Purchase Price. The amount set forth in Article 3.


 


1.03        Claim or Claims. Collectively, claims, demands, causes of action, and
lawsuits asserted or filed by any person, including an artificial or natural
person; a local, state, or federal governmental entity; an Associated Party of
Venoco or Bluffs; or a third party.


 


1.04        Closing. The delivery of the conveyancing instruments and
funds by the Parties to close the purchase and sale of the Property.


 


1.05        Closing Date. The date on which Closing is scheduled to and does
occur.


 


1.06        Code. The Internal Revenue Code of 1986, as amended.


 

















 


1.07        Environmental Laws. Applicable federal, state, and local laws, including
statutes, regulations, orders and ordinances, previously or currently enacted
or enacted in the future, and common law, relating to protection of public
health, welfare, and the environment, including those laws relating to storage,
handling, and use of chemicals and other hazardous materials; those relating to
the generation, processing, treatment, storage, transport, disposal, cleanup,
remediation, or other management of waste materials or hazardous substances of
any kind; and those relating to the protection of environmentally sensitive or
protected areas. “Environmental Laws” includes the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, the Resource Conservation and
Recovery Act of 1976, the Clean Water Act, the Safe Drinking Water Act, the
Hazardous Materials Transportation Act, the Toxic Substance Control Act, and
the Clean Air Act, as each is amended from time to time.


 


1.08        Liability or
Liabilities. Collectively,
all damages (including consequential and punitive damages), including those for
personal injury, death, or damage to personal or real property (both surface
and subsurface) and costs for remediation, restoration, or clean up of
contamination, whether the injury, death, or damage occurred or occurs on or
off the Property by migration, disposal, or otherwise; losses; fines;
penalties, expenses; costs to remove or modify facilities on or under the
Property; plugging liabilities for all wells; attorneys’ fees; court and other
costs incurred in defending a Claim; liens; and judgments; in each instance,
whether these damages and other costs are foreseeable or unforeseeable.


 


1.09        NORM. Naturally occurring radioactive material.


 


1.10        Strict Liability. Includes strict statutory liability and strict
products liability.


 


ARTICLE 2


 


PURCHASE AND SALE


 


Pursuant to
Venoco’s offer, Bluffs agrees to sell the Property to Venoco, and Venoco agrees
to buy Property from Bluffs, for the consideration recited in and subject to
the terms of this Agreement. The conveyed interests include but are not limited
to the right of surface entry and the right to pass through the subsurface of
the Property for the purpose of exploring, drilling, producing and marketing
oil, gas and minerals located outside
the Property. Bluffs shall relinquish all right of surface entry with respect
to the Property.


 

















 


ARTICLE 3


 


PURCHASE PRICE


 


The total purchase
price of the Property shall be five-million three-hundred thousand dollars
($5,300,000).


 


ARTICLE 4


 


VENOCO’S REVIEW


 


By entering
into this Agreement, Venoco acknowledges and represents that it has reviewed
the Property to its satisfaction to enable Venoco to make its offer and execute
this Agreement. Venoco has undertaken all appropriate inquiry, to its
satisfaction, and has made an informed decision to acquire the Property on the
basis of its own investigations and without reliance on statements or
investigations by any other person, including Bluffs and its Associated
Parties.


 


4.01        Environmental
Assessment. Venoco and its
Associated Parties may inspect the Property and conduct an environmental
assessment of the Property.


 


4.02        No Warranty of Accuracy;
Disclaimer. Bluffs makes
no warranty, and expressly disclaims all warranties, as to the accuracy or
completeness of the files and other information that it may provide to Venoco
or that may be provided by others.


 


4.03        Venoco’s Use of
Property.  The
Parties acknowledge that the Property has been used as an oil and gas
processing facility since the 1960’s. 
The Parties further acknowledge that Venoco has continuously owned or
leased the Property since 1999.


 


ARTICLE 5


 


VENOCO’S RELEASE, DISCHARGE,
AND COVENANT NOT TO SUE; VENOCO’S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD
HARMLESS


 


5.01        Venoco’s Release and
Discharge of Bluffs and its Associated Parties. Venoco releases and discharges Bluffs and its
Associated Parties from each Claim and Liability relating to the Property
regardless of when or how the Claim or Liability arose or arises or whether the
Claim or Liability was foreseeable or unforeseeable. VENOCO’S
RELEASE AND DISCHARGE OF BLUFFS AND ITS ASSOCIATED PARTIES INCLUDE CLAIMS AND
LIABILITIES RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT LIABILITY OF
BLUFFS OR ITS ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS
ACTIVE, PASSIVE, JOINT, CONCURRENT, OR SOLE. The only exception to Venoco’s release and discharge of
Bluffs and its Associated Parties is


 

















 


stated in Section 5.04(C), and the release and
discharge are binding on Venoco and its successors and assigns.


 


5.02        Venoco’s Covenant Not
to Sue Bluffs or its Associated Parties. Venoco covenants not to sue Bluffs or its Associated
Parties with regard to any Claim or Liability relating to the Property
regardless of when or how the Claim or Liability arose or arises or whether the
Claim or Liability was foreseeable or unforeseeable. VENOCO’S
COVENANT NOT TO SUE BLUFFS OR ITS ASSOCIATED PARTIES INCLUDES CLAIMS AND
LIABILITIES RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT LIABILITY OF
BLUFFS OR ITS ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR STRICT LIABILITY IS
ACTIVE, PASSIVE, JOINT, CONCURRENT OR SOLE. The only exception to Venoco’s covenant not to sue Bluffs or
its Associated Parties is stated in Section 5.04 (C), and the covenant is
binding on Venoco and its successors and assigns.


 


5.03        Venoco’s Obligations
to Indemnify, Defend, and Hold Bluffs and its Associated Parties Harmless. Venoco will indemnify, defend, and hold Bluffs and
its Associated Parties harmless from each Claim and Liability relating to the
Property, or this transaction, regardless of when or how the Claim or Liability
arose or arises or whether the Claim or Liability was foreseeable or
unforeseeable. VENOCO’S OBLIGATIONS TO
INDEMNIFY, DEFEND, AND HOLD BLUFFS AND ITS ASSOCIATED PARTIES HARMLESS INCLUDE
CLAIMS AND LIABILITIES RESULTING IN ANY WAY FROM THE NEGLIGENCE OR STRICT
LIABILITY OF BLUFFS OR ITS ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR STRICT
LIABILITY IS ACTIVE, PASSIVE, JOINT, CONCURRENT OR SOLE. The only exception to Venoco’s obligations to
indemnify, defend, and hold Bluffs and its  Associated Parties harmless is stated in Section 5.04(C),
and the obligations are binding on Venoco and its successors and assigns.


 


5.04        Venoco’s Obligations.


 


(A)                              In each
instance of Venoco’s obligations to release, discharge, indemnify, defend, and
hold Bluffs and its Associated Parties harmless and its covenant not to sue
Bluffs or its Associated Parties, the Claims and Liabilities subject to the
obligations include the following:


 


(1)           the ownership of the
Property by Bluffs, their operation by Bluffs or its Associated Parties, and
the acts or omissions of Bluffs or its Associated Parties in connection with
the Property.


 


(2)           the ownership of the
Property by Venoco, their operation by Venoco or its Associated Parties, and
the acts or omissions of Venoco or its Associated Parties in connection with
the Property or under this Agreement.


 


(3)           the acts or
omissions of third parties relating to the Property.


 

















 


(B)                                Venoco’s
obligations under this Agreement to release, discharge, indemnify, defend, and
hold Bluffs and its Associated Parties harmless and its covenant not to sue
Bluffs or its Associated Parties include Claims and Liabilities arising in any
manner from the following:


 


(1)           any preferential or
similar rights held by third parties to purchase any portion of the Property.


 


(2)           the review,
inspection, and assessment of the Property by Venoco and its Associated
Parties.


 


(3)           an error in
describing the Property or an error in the conveyance instruments.


 


(4)           closing without a
third-party consent or approval.


 


(5)           failure by third
parties to approve or consent to any aspect of this transaction after Closing.


 


(6)           obligations to
remediate the Property.


 


(7)           payment of real
property taxes or other taxes applicable to the Property.


 


(8)           payments or
disbursements paid or payable by Bluffs or Venoco to third parties.


 


(9)           a physical or
environmental condition relating to the Property, including Claims and
Liabilities under the Environmental Laws, or failure to comply with the
Environmental Laws.


 


(10)         remediation
activities, including damages incurred by Venoco or its Associated Parties
during or arising from remediation activities.


 


(11)         lawsuits filed before
the Effective Date, but amended after the Effective Date to include the
Property or Bluffs’ ownership of or activities regarding the Property.


 


(C)                                Venoco’s
release and discharge of Bluffs and its Associated Parties and its obligation
to indemnify, defend and hold Bluffs harmless under this Agreement does not
include claims that Bluffs reached this Agreement. Any such claims will be
resolved in accordance with Article 11.


 

















 


ARTICLE 6


 


ENVIRONMENTAL MATTERS


 


6.01        Venoco’s
Acknowledgment Concerning Possible Contamination of the Property. Venoco is aware that the Property has been used for
exploration, development, and production of oil and gas and that there may be
petroleum, produced water, wastes, or other materials located on or under the
Property or associated with the Property. Equipment and sites included in the
Property may contain asbestos, hazardous substances, or NORM. VENOCO
WILL ASSUME ALL LIABILITY FOR THE ASSESSMENT, REMEDIATION, REMOVAL,
TRANSPORTATION, AND DISPOSAL OF WASTES, ASBESTOS, HAZARDOUS SUBSTANCES, AND
NORM FROM THE  PROPERTY AND ASSOCIATED
ACTIVITIES AND WILL CONDUCT THESE ACTIVITIES IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND REGULATIONS, INCLUDING THE ENVIRONMENTAL LAWS.


 


6.02        Disposal of Materials,
Substances, and Wastes; Compliance with Law. Venoco will store, handle, transport, and dispose of or
discharge all materials, substances, and wastes from the Property (including
produced water, drilling fluids, NORM, and other wastes), whether present
before or after the Effective Date, in accordance with applicable local, state,
and federal laws and regulations. Venoco will keep records of the types,
amounts, and location of materials, substances, and wastes that are stored,
transported, handled,discharged, released, or disposed of onsite and offsite.


 


ARTICLE 7


 


VENOCO’S REPRESENTATIONS


 


7.01        Representations Not
Exclusive. Venoco’s
representations under this article are in addition to its other representations
under this Agreement.


 


7.02        Basis of Venoco’s
Decision. Venoco
represents that:


 


(A)          It has reviewed and
investigated the Property to its satisfaction in order to enter into this
Agreement.


 


(B)           It has evaluated the
Property to its satisfaction and has made an informed decision, as a prudent
and knowledgeable purchaser, to acquire the Property.


 


(C)           It is knowledgeable
and experienced in the evaluation, acquisition, and operation of the Property.


 


(D)          It has evaluated the
merits and risks of purchasing the Property and has formed an opinion based
solely upon its knowledge and experience and not in reliance on any statements
or actions by Bluffs or its Associated Parties.


 

















 


(E)           It will acquire the
Property “as is, where is,” and with all faults.


 


7.03                        Material
Factor. Venoco acknowledges that its
representations under this article and the rest of this Agreement are a
material inducement to Bluffs to enter into this Agreement with, and close the
sale to, Venoco.


 


ARTICLE 8


 


BROKER’S AND FINDER’S FEES


 


Bluffs and
Venoco each represents and warrants to the other that it has incurred no
liability, contingent or otherwise, for broker’s or finder’s fees in connection
with this Agreement or the transaction contemplated by it for which the other
Party will have any responsibility.


 


ARTICLE 9


 


VENOCO’S DEFAULT


 


If Venoco
defaults under this Agreement in a material way, including Venoco’s failure to
perform its obligations to close this transaction, Bluffs may, at its sole
option, terminate this Agreement and retain any performance deposit, in
addition to all of its other rights at law or in equity.


 


ARTICLE 10


 


BLUFFS’ DISCLAIMER OF
WARRANTIES AND REPRESENTATIONS


 


BLUFFS HAS
NOT MADE, AND WILL NOT MAKE, ANY WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED,
OR STATUTORY, WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTION
CONTEMPLATED BY IT, INCLUDING THE ACCURACY OR COMPLETENESS OF DATA,
INFORMATION, OR MATERIALS FURNISHED AT ANY TIME TO VENOCO IN CONNECTION WITH
THE PROPERTY. NONE OF BLUFFS’ ASSOCIATED PARTIES ARE AUTHORIZED TO MAKE ANY
WARRANTY OR REPRESENTATION ON BLUFFS’ BEHALF. ALL DATA, INFORMATION, AND OTHER
MATERIALS FURNISHED BY BLUFFS ARE PROVIDED TO VENOCO AS A CONVENIENCE, AND
RELIANCE ON OR USE OF THEM IS AT VENOCO’S SOLE RISK.


 


This conveyance
is made and accepted subject to all valid and subsisting restrictions,
reservations, covenants, conditions, rights-of-way, and easements properly of
record, if any, affecting the Property.


 
















 


ARTICLE 11


 


ALTERNATIVE DISPUTE RESOLUTION AND ARBITRATION.


 


Any controversy, dispute or
claim arising out of, in connection with, or in relation to the interpretation,
performance or breach of this Agreement shall be resolved, at the request of
either Party, by binding arbitration by a retired judge mutually agreed upon by
the Parties and appointed pursuant to the provisions of California Code of
Civil Procedure Sections 638 et seq., and Sections 1281 et seq., with said
arbitration to be conducted in accordance with the above statutory provisions
and the California Civil Procedure and Evidence Codes. The Parties intend this
general reference agreement to be specifically enforceable in accordance with
Code of Civil Procedure Section 638. If the Parties cannot agree upon a
retired judge, one shall be appointed by the Presiding Judge of the Superior
Court of Santa Barbara County, State of California.


 


ARTICLE
12


 


ESCROW


 


12.01                 Opening of
Escrow. Upon the Effective Date of this
Agreement, Venoco and Bluffs shall open an escrow (“Escrow”) with Chicago Title Company, 1225 Coast Village Road, Montecito
, CA 93108 (“Escrow Holder”).


 


12.02                 Agreement and
Escrow Instructions. A copy of this
Agreement shall be deposited with the Escrow Holder and shall constitute the escrow
instructions of Venoco and Bluffs. Venoco and Bluffs agree to execute, deliver
and be bound by any reasonable or customary supplemental escrow instructions or
other instruments reasonably required by Escrow Holder to consummate the
transaction contemplated by this Agreement; provided, however, that no such
instruments shall be inconsistent or in conflict with, amend or supersede any
portion of this Agreement. If there is any conflict or inconsistency between
the terms of such instruments and the terms of this Agreement, then the terms
of this Agreement shall control.


 


12.03                 Closing. Unless
extended in accordance with this Agreement, the escrow must close on or before December 24,
2008 (“Closing Date”). The Escrow Holder shall confirm the date Escrow is
opened and the Closing Date to Venoco and Bluffs immediately upon the date
Escrow is opened. As used in this Agreement, “Close of Escrow” shall mean the time the deeds have been recorded as
described in Section 13.03.


 





















 


ARTICLE 13


 


CLOSING


 


13.01                 Bluffs’
Delivered Items. At least one (1) business
day prior to the Closing Date, Bluffs shall deposit or cause to be deposited
with Escrow Holder the following items, duly executed and, where appropriate,
acknowledged:


 


(A)                              Deeds. The grant
deed for the Property in favor of Venoco (“Grant Deed”) in the form attached
hereto as Exhibit B.


 


(B)                                Costs. All costs and
expenses to be borne by Bluffs pursuant to Section 13.03 (B) (3).


 


(C)                                Certificates. Bluffs’
certification of non-foreign status, real estate withholding certificate and
such other certificates and forms as may be required by Escrow Holder.


 


(D)                               Authority. Such proof of
Bluffs’ authority and authorization to enter into this Agreement and to
consummate the transaction contemplated hereby as may be reasonably requested
by Venoco or the Escrow Holder.


 


13.02                 Venoco’s
Delivered Items. At least one (1) business
day prior to the Closing Date, Venoco shall deposit or cause to be deposited
with Escrow Holder the following items, duly executed and, where appropriate,
acknowledged:


 


(A)                              Costs. All costs and
expenses to be borne by Venoco pursuant to Section 13.03 (B) (2).


 


(B)                                Certificates.  Such certificates and forms as may be
required by Escrow Holder.


 


(C)                                Authority. Such proof of
Venoco’s authority and authorization to enter into this Agreement and to
consummate the transaction contemplated hereby as may be reasonably requested
by Bluffs or the Escrow Holder.


 


13.03                 Escrow Holder
Instructions.


 


(A)                              Title Insurance. Escrow Holder
is authorized and directed to close the Escrow at such time as it is in receipt
of the funds and documents referred to in Sections 13.01 and 13.02 and the
Escrow Holder can issue standard California Land Title Association Owner’s
Policy of Title Insurance for the Property and insuring title to the Property
in Venoco (“Property Title Insurance”) in the amount of five-million
three-hundred thousand dollars ($5,300,000).


 





















 


(B)                                Recordation and
Distribution. Upon satisfaction of the requirements in Section 13.03
(A) above, the Escrow Holder shall:


 


(1)                                  cause the Grant
Deed to be recorded in the Office of the County Recorder of the County of Santa
Barbara, California;


 


(2)                                  from the funds
contributed by Venoco, pay the costs borne by Venoco pursuant to this Agreement
which include the following: one-half of the Escrow Holder’s fee; all real
property taxes and special assessments against the Property; all documentary
transfer tax amounts; premiums for the Property Title Insurance


 


(3)                                  from the funds
contributed by Bluffs, pay the costs borne by Bluffs pursuant to this Agreement
which include the following: one-half of the Escrow Holder’s fee; recording
fees for the Grant Deeds.


 


(C)                                No Prorations. Pursuant to
existing agreements between the Parties, Venoco shall continue to be
responsible for all real and personal property taxes, assessments, and special
levies in the Property; therefore, Escrow Holder shall not prorate any item
customarily prorated in the County of Santa Barbara, California.


 


ARTICLE 14




POST CLOSING OBLIGATIONS


 


Bluffs shall obtain the consent of Chevron to the transfer (“Chevron
Consent”), which consent Bluffs agrees to use its commercially reasonable
effort to obtain.  The Parties hereby
acknowledge that without the Chevron Consent the transfer can not be
consummated.


 


ARTICLE 15


 


NOTICES


 


Any notice, tender,
delivery, or other communication pursuant to this Agreement shall be in writing
and shall be deemed to be properly given if delivered, mailed, or sent by wire
or other telegraphic communication in the manner provided in this Section, to
the following persons:


 


	
   

  	
  If to Bluffs:

  	
   

  	
  Carpinteria Bluffs, LLC

  	
   

  
	
   

  	
   

  	
   

  	
  370 17th
  Street, Suite 3900

  	
   

  
	
   

  	
   

  	
   

  	
  Denver, CO 80202

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Venoco:

  	
   

  	
  Venoco, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
  6267 Carpinteria
  Avenue, Suite 100

  	
   

  



 





















 


	
   

  	
   

  	
   

  	
  Carpinteria, CA  93013-1423

  	
   

  



 


Either party may change that
party’s address for these purposes by giving written notice of the change to
the other party in the manner provided in this section. If sent by mail, any
notice, delivery, or other communication shall be effective or deemed to have
been given 48 hours after it has been deposited in the United States mail, duly
registered or certified, with postage prepaid, and addressed as set forth
above.


 


ARTICLE 16


 


TERMINATION
OF CERTAIN EXISTING AGREEMENTS


 


Bluffs acknowledges and
agrees that as of the Closing Date, the following agreements shall be of no
further force and effect:


 


(1)                                  The Option
Agreement contained in Section 8 of the Dividend Distribution Agreement by
and among Venoco, Bluffs and Timothy M. Marquez and Bernadette B. Marquez, as
Trustees of the Marquez Trust made effective as of August 21, 2006.


 


(2)                                  The Ground
Lease by and between Venoco and Bluffs made and entered into as of August 21,
2006.


 


(3)                                  That
Development Agreement by and between Venoco and Bluffs made effective as if August 21,
2006.


 


ARTICLE 17


 


MISCELLANEOUS


 


17.01                 Attorneys’
Fees.  If any
action, proceeding, or arbitration arising out of this Contract is commenced by
either party to this Agreement or by the escrow holder, then as between Venoco
and Bluffs, the prevailing party shall be entitled to receive from the other
party, in addition to any other relief that may be granted, the reasonable
attorneys’ fees, costs, and expenses incurred in the action, proceeding, or
arbitration by the prevailing party.


 


17.02                 Headings. The headings of the Articles and Sections of this
Agreement are for guidance and convenience of reference only and shall not
limit or otherwise affect any of the terms or provisions of this Agreement.


 


17.03                 Counterparts.
This Agreement may be executed by
Venoco and Bluffs in any number of counterparts, each of which shall be deemed
an original instrument, but all of which together shall constitute but one and
the same instrument.


 


 





















 


 


17.04                 Expenses, Fees
and Taxes. Each of the parties hereto shall
pay its own fees and expenses incident to the negotiation and preparation of
this Agreement and consummation of the transactions contemplated hereby,
including broker fees, if any. Venoco shall be responsible for the cost of all
fees for the recording of transfer documents. All other costs shall be borne by
the party incurring them. Notwithstanding anything to the contrary herein, it
is acknowledged and agreed by and between Venoco and Bluffs that the purchase
price excludes any sales taxes or other taxes in connection with the sale of
property pursuant to this Agreement. If a determination is ever made that a
sales tax or other transfer tax applies, Venoco shall be liable for such tax as
well as any applicable conveyance, transfer and recording fees, and real estate
transfer stamps or taxes imposed on any transfer of property pursuant to this
Agreement.


 


17.05                 Not to Be
Construed against the Drafter. Each Party acknowledges that it has read this Agreement, has
had opportunity to review it with an attorney of its choice, and has agreed to
all of its terms. Under these circumstances, the Parties agree that the rule of
construction that a contract be construed against the drafter may not be
applied in interpreting this Agreement.


 


17.06                 Waiver. No waiver by either party of any part of this
Agreement will be deemed to be a waiver of any other part of this Agreement or
a waiver of strict performance of the waived part in the future.


 


17.07                 Execution by
the Parties.  Neither the submission of this instrument or any information
concerning the Property for Venoco’s examination, nor discussions or
negotiations between the Parties constitutes an offer to sell, a reservation
of, or an option for the Property, and this instrument and the underlying
transaction will become enforceable and binding between the Parties only upon
execution and delivery of this instrument by both Bluffs and Venoco. The
Parties have executed this Agreement on the date below their signatures, to be
enforceable and binding as of the Effective Date.


 


17.08                 Exhibits. All exhibits referenced in and attached to this
Agreement are incorporated into it.


 


17.09                 Conflicts. If the text of this Agreement conflicts with the
terms of any exhibit to this Agreement, then the text of this Agreement will
control.


 


17.10                 Severability
and Modification.  Any extension, modification or amendment of this Agreement
must be in writing and signed by the Parties to be affected thereby or their
respective successors in interest. If any term, covenant, condition or
provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of this Agreement shall remain in
full force and effect, and shall in no way be affected, impaired, or
invalidated thereby.


 


Carpinteria
Bluffs, LLC


 





















 


	
   

  	
  By:

  	
  /s/
  David Mokros

  
	
   

  	
  Name:
  

  	
  David
  Mokros

  
	
   

  	
  Title:
  

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  

  	
  12/23/08

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Venoco, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  William S. Schneider

  
	
   

  	
  Name:
  

  	
  William
  S. Schneider

  
	
   

  	
  Title:
  

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:
  

  	
  12/23/08