Assets of Oil and Gas Services Business

Sale of substantially all of assets of HVI Cat Canyon, Inc. (the “Seller”), including all of Seller’s right, title and interest in and to the following assets:

• The Hydrocarbons leases (and all leasehold estates created thereby), subleases and oil and gas fee interests, non-leasehold mineral rights, mineral servitudes, working interests, production payments, executive rights, overriding royalties, mineral interests, nonparticipating mineral interests, net profits interests, Net Revenue Interests, carried interests, options, rights to Hydrocarbons in place, rights of recoupment, reversionary interests, convertible interests, rights to reassignment, pipeline rights-of-way and other similar rights-of-way and easements, and all other oil and gas interests of any kind or character derived therefrom, whether vested or contingent, whether producing or non-producing, in each case, located within the Sale Area, including all such interests described in Exhibit A (Seller’s interest in such leases and other interests, the “Leases”), together with all rights, privileges, benefits and powers conferred upon Seller as the holder of the Leases with respect to the use and occupation of the surface of the lands covered thereby, and together with any and all rights, titles and interests of Seller in and to any units or pooling arrangements (including statutory forced pooling orders) wherein all or any part of the Leases are pooled or unitized, including the units and pooling arrangements set forth in Exhibit A (Seller’s interest in such units or pools, the “Units”), and including all interests of Seller derived from the Leases in production of Hydrocarbons from any such Unit, whether such Unit production of Hydrocarbons comes from Wells located on or off of a Lease;
• All real property owned by Seller, together with all buildings and improvements located thereon and rights and interests appurtenant thereto (collectively, the “Owned Real Property”);
• Each of the Hydrocarbons wells located on or under the Leases or the Units (whether or not completed), including the wells set forth on Exhibit A-1, whether such wells are producing, idle, shut-in or abandoned (Seller’s interest in such wells, the “Wells”), and (ii) each of the fresh water wells, injection wells, salt water disposal wells and other wells of every nature and kind located on the Leases or Units (the “Operations Wells”, and collectively with the Leases, Units, Owned Real Property and Wells, the “Properties”, and each individually a “Property”);
• All equipment, gathering systems, pipelines, flow lines, water lines, machinery, fixtures, improvements and other real, personal and mixed property, operational or nonoperational that is located on the lands within the Sale Area or otherwise used in connection with the Properties or the other Assets, including well equipment, casing, tubing, pumps, motors, machinery, rods, tanks, pipes, compressors, meters, separators, heaters, treaters, boilers, fixtures, structures, materials and other items and appurtenances relating to or used in connection with the ownership or operation of the Properties or the other Assets;
• To the extent permitted by Legal Requirements, any permit, license, registration, consent, order, approval, variance, exemption, waiver, franchise, right or other authorization (in each case) of any Governmental Authority (the “Permits”) relating to the ownership or operation of the Properties;
• All of the easements, rights-of-way, surface fee interests, surface leases, surface use agreements and other surface usage rights existing as of the Closing Date to the extent used in connection with the ownership or operation of the Properties or other Assets, including those described in Exhibit A-3;
• All of the Applicable Contracts, including the Contracts set forth on Exhibit B, that are assumed by Seller and assigned to Buyer pursuant to Section 2.04 (collectively, the “Assigned Contracts”);
• All radio and communication towers, wellhead communication systems and other equipment and automation systems and related telemetry on wells, in each case that are primarily used in connection with the operation of the Properties or the other Assets;
• All offices, warehouses, laydown yards and other similar assets, in each case located on the Properties (including any owned or leased real or personal property relating thereto);
• Copies of all books, records and files, reports, Asset tax and accounting records, if any, in each case to the extent relating to the Assets, including: (i) land and title records (including lease files, division files, Third Party brokerage information, run sheets, mineral ownership reports, abstracts of title, surveys, maps, elections, well files, title opinions and title curative documents); (ii) correspondence with Governmental Authorities; (iii) facility files (including construction records); (iv) well files, proprietary seismic data and information, production records, electric logs, core data, pressure data, and all related matters, (v) all licensed geological, geophysical and seismic data and information which is transferable without payment of any fee to a Third Party; and (vi) environmental, regulatory, accounting and Asset tax records; but excluding any of the foregoing items to the extent comprising or otherwise attributable to the Excluded Assets (the foregoing, subject to such exclusion, the “Records”), provided the Trustee shall retain the original Records in case such Records are necessary for litigation purposes;
• All Hydrocarbons produced from or allocated to the Properties on and after the Effective Time, as well as all Hydrocarbons in storage or pipeline as of the Effective Time, excluding approximately 10,000 barrels of oil stored in the Las Palmas Project located nea Bakersfield, California (the “Excluded Inventory”);
• Seller’s (i) reserve studies, estimates and evaluations, estimates and valuations of assets or unliquidated liabilities, pilot studies, engineering, production, financial or economic studies, reports or forecasts, and any and all similar forward-looking economic, evaluative, or financial information relating to the Assets, and (ii) licensed geological, geophysical or seismic data relating to the Assets, to the extent, in each case, such data or information is transferable and which such transfer does not require the payment of a Third Party fee (unless Buyer agrees in writing to pay such fee);
• Except to the extent included in the Excluded Assets, all of Seller’s proprietary computer software, patents, trade secrets, copyrights, and other intellectual property, in each case relating to the Assets, provided the Trustee’s access shall not be limited during the Bankruptcy Case or any action arising from the Bankruptcy Case;Eexcept to the extent included in the Excluded Assets, all insurance policies relating to the Assets and all rights, claims and causes of action (including all audit rights, rights of indemnity, set-off or refunds and any and all rights and interests of Seller under any policy or agreement of insurance of Seller to the extent such rights, claims or causes of action relate to the Assets from and after the Effective Time or any of the Assumed Obligations);
• Except for the Retained Proceeds, all trade credits, and all other proceeds, income or revenues attributable to the Assets, whether attributable to the period prior to, at or after the Effective Time;
• Except to the extent included in the Excluded Assets, all claims, causes of action, manufacturers’ and contractors’ warranties and other rights of Seller arising under or with respect to any Assets, whether attributable to the period prior to, at or after the Effective Time;
• Except to the extent included in the Excluded Assets, all rights and interests of Seller relating to the Assets (i) under any policy or agreement of insurance or (except to the extent related to any Assumed Obligations) indemnity, or (ii) to any insurance or condemnation proceeds or awards arising, in each case, from acts, omissions or events, or damage to or destruction of property;
• All audit rights arising under any of the Assigned Contracts with respect to the Assets, whether attributable to the period prior to, at or after the Effective Time; and
• Any vehicles and other rolling stock owned by Seller and used with respect to any of the Assets.

Assets is more described on the attached PDF.