Colorado Oil and Gas Exploration Company

Sale of assets of Venoco, LLC which includes:

1. (i) the approximately 55 acres of real property in Carpinteria, California and certain mineral fee interests, in each case as described on Exhibit A-1 attached hereto (collectively, the “Plant Property”), and (ii) the oil and gas processing and other facilities located on the surface lands of the Plant Property, as further described on Exhibit A-2 attached hereto, together with any other offices, buildings, and other structures and facilities if any, located at the Plant Property and any furniture, fixtures and equipment located at or on the Plant Property or any such other offices, buildings or other structures and facilities, but excluding any Carpinteria Station Assets located thereon (collectively, the “Carpinteria Plant”);
2. (i) the real property lease of certain tide and submerged land located in Santa Barbara County, California, dated November 1, 1965, between Venoco, as lessee, and the City of Carpinteria, as lessor, as successors in interest to Standard Oil Company of California and the County of Santa Barbara, as original lessee and original lessor, respectively, as further described on Exhibit A-3 attached hereto (“Casitas Pier Lease”); and (ii) the pier located at the property covered by the Casitas Pier Lease (the “Casitas Pier” and, together with the Casitas Pier Lease, the “Casitas Assets”).
3. to the extent transferable, any right of Sellers, by way of lease, license, right-of-way, servitude, easement, or similar right or instrument relating to the ownership, operation, construction, maintenance and repair of the Carpinteria Plant or the Casitas Assets, together with and including such rights described on Exhibit A-4 attached hereto (the “Easements”);
4. the oil and gas drilling rig currently located on Platform Gail over the Sockeye Field which is part of the Santa Clara Unit, as further described on Exhibit A-5 attached hereto (“Rig 11”);
5. the equipment, vehicles, tools, inventory, personal property, and fixtures located on, necessary to operate, or otherwise primarily used in conjunction with, the Carpinteria Plant, the Casitas Assets, the Easements or Rig 11, together with and including the equipment, vehicles, tools, inventory, personal property, and fixtures described on Exhibit A-6 attached hereto (collectively, the “Equipment”);
6. (i) to the extent transferable, all active Permits necessary to own, occupy, operate or control the aforementioned Acquired Assets, together with those Permits listed or described on Exhibit A-7 attached hereto (collectively, the “Acquired Permits”) and (ii) all pending applications for any renewal, extension or modification of any Acquired Permit;
7. the Contracts described on Exhibit A-8 attached hereto (including all Contracts in existence prior to the date hereof but added to Exhibit A-8 between the date hereof and the Closing Date by Sellers with the written consent of Purchaser) (collectively, the “Acquired Contracts”);
8. originals or copies of all books, records, documents, drawings, reports, operating data, operating safety and maintenance manuals, inspection reports, engineering design plans, blueprints, specifications, original permits, plans, compliance records, lease records, rights-of-way records, government (federal, state, Santa Barbara County and City of Carpinteria) correspondence and other files, in each case to the extent covering or otherwise primarily relating to the Acquired Assets, together with and including the records and documents described on Exhibit A-9 attached hereto (the “Records”); and
9. to the extent transferable, all of Sellers’ rights to any unexpired warranties, indemnities, and guarantees made or given by manufacturers, contractors, architects, engineers, consultants, vendors, suppliers and other third parties with respect to any of the aforementioned Acquired Assets.