Aera Program (Wildcatter Park)
57
Section 5.37
Hover Program (Adjacent Parcel)
57
Section 5.38
Oil Assets/Oil Operations
57
Section 5.39
Satisfaction of Conditions (Section 2.3)
57
Section 5.40
Constructive Meaning of Certain Provisions
57
Section 5.41
Alternate Discharge of Program Responsibilities
58
Section 5.42
Option to Convert PAPA TD's Into SPC Guaranty ("SPC Guaranty")
58
Section 5.43
No Participation by Bred Tonner Investors, L.P. ("BTI"); Waiver
Release, Defense and Indemnity
59
Section 5.44
Mineral PAPA Cooperation
59
Agreement
ii
EXHIBIT DESCRIPTION
EXHIBIT "A"
-
LEGAL DESCRIPTION OF THE LAND
EXHIBIT "B"
-
DEPICTION OF THE LAND
EXHIBIT "C"
-
TONNER HILLS AREA PLAN (INCORPORATED BY
REFERENCE)
EXHIBIT "D"
-
ESCROW INSTRUCTIONS
EXHIBIT "E"
-
PM NOTE AND PM TD
EXHIBIT "F"
-
NON-EXCLUSIVE ASSIGNMENT OF NUEVO' S CONTRACT
RIGHTS AND BILL OF SALE
EXHIBIT "G"
-
GRANT DEEDS
EXHIBIT "H"
-
PRELIMINARY TITLE REPORTS FOR THE LAND
(DEVELOPMENT AREAS AND REMAINDER PARCELS)
EXHIBIT "I"
-
DEVELOPMENT DECLARATION
EXHIBIT "J"
-
NATURAL HAZARD ZONES
EXHIBIT "K"
-
PAPA AND PAPA TDs (BUYER'S/NUEVO'S IMPROVEMENTS AND SATISFACTION OF
CONDITIONS, PROGRAM AND BUYER'S FURTHER PAYMENTS AND PERFORMANCE)
EXHIBIT "L"
-
DD SUBORDINATION AGREEMENT (DEVELOPMENT
DECLARATION - WITH SPC GUARANTY)
EXHIBIT "M"
-
EASEMENT AGREEMENT
EXHIBIT "N"
-
OPERATOR'S OIL WELLS AND CHANGING HOUSE
EXHIBIT "0"
-
AERA AGREEMENT
EXHIBIT "P"
-
CORPORATE GUARANTY
EXHIBIT "Q"
UNRECORDED CONTRACTS, AGREEMENTS, EASEMENTS
AND LICENSES
EXHIBIT "R"
-
OPTION B PAPA
EXHIBIT "S"
SPC GUARANTY
IMPORTANT:
THIS INSTRUMENT, THE CONFIDENTIALITY AGREEMENT
BETWEEN THE PARTES, DATED MARCH 6 2003, AND THE ACCESS AGREEMENT BETWEEN THE
PARTIES, DATED MARCH 6, 2003, REPRESENT THE ENTIRE AGREEMENT OF THE PARTES
CONCERNING THE SUBJECT MATTER HEREOF AND ALL OTHER PREVIOUS COMMUNICATIONS AND
WRITINGS ARE MERGED HEREIN AND SHALL HAVE NO EFFECT.
Agreement
iii
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("PSA" or "Agreement") is made this 8th
day of December, 2003, by and between NUEVO ENERGY COMPANY, a Delaware
corporation ("Nuevo" or "Seller"), and TONNER HILLS SSP, LLC, a Delaware limited
liability company ("Shea") and TONNER HILLS 680 LLC, a Delaware limited
liability company ("TH 680") (collectively and individually, "Buyer"), upon the
following terms and conditions:
RECITALS
A. Seller is the owner of the surface fee interest in that certain real
property ("Land" or "Property"), consisting of approximately 810 acres, located
in the Sphere of Influence of the City of Brea, County of Orange, State of
California, more fully described in Exhibits "A" and "B," which will be conveyed
to Shea and TH 680 as two separate parcels as more specifically described in
Exhibit "G." Buyer acknowledges that Seller has previously sold to BlackSand
Partners, L.P., a Texas limited partnership ("Operator" or "BlackSand") all oil,
gas and other minerals (collectively, "Oil Assets") from the Property and the
right (i) to produce the Oil Assets from currently existing wells and those
which shall be newly drilled after the Close of Escrow and (ii) to remove the
Oil Assets below five hundred feet (500'), all as more fully described in that