ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State of incorporation or organization)
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81-5410470
(I.R.S. Employer Identification Number)
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Title of Each Class
Common Stock, par value $0.001 per share
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Name of Each Exchange on Which Registered
Nasdaq Global Select Market
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
ý
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Smaller reporting company
¨
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Emerging Growth Company
ý
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•
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high oil content, which has grown to over
85%
of our production;
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•
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favorable Brent-influenced crude oil pricing dynamics;
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•
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long-lived, conventional reserves with low and predictable production decline rates;
|
•
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stable development and production cost structures;
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•
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an extensive inventory of low-risk identified development drilling opportunities with attractive full-cycle economics; and
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•
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potential in-basin organic and strategic opportunities to expand our existing inventory with new locations of substantially similar geology and economics.
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Proved Reserves as of December 31, 2018
(1)
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||||||||||||||||||||||||
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Oil (MMBbl)
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Natural Gas (Bcf)
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NGLs (MMBbl)
|
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Total (MMBoe)
|
|
% of Proved
|
|
% Proved Developed
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Capex
(2)
($MM)
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PV-10
(3)
($MM)
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||||||||||
PDP
|
62
|
|
|
76
|
|
|
1
|
|
|
76
|
|
|
53
|
%
|
|
87
|
%
|
|
$
|
35
|
|
|
$
|
1,263
|
|
PDNP
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
8
|
%
|
|
13
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%
|
|
24
|
|
|
248
|
|
||
PUD
|
42
|
|
|
85
|
|
|
—
|
|
|
56
|
|
|
39
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%
|
|
—
|
%
|
|
683
|
|
|
641
|
|
||
Total
|
115
|
|
|
161
|
|
|
1
|
|
|
143
|
|
|
100
|
%
|
|
100
|
%
|
|
$
|
742
|
|
|
$
|
2,152
|
|
|
|
|
|
|
|
|
|
|
|
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||||||||||
California
|
106
|
|
|
—
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|
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—
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|
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106
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|
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N/A
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N/A
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$
|
603
|
|
|
$
|
2,027
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(1)
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Our estimated net reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were
$71.54
per Bbl Intercontinental Exchange (“ICE”) Brent oil (“Brent”) for oil and natural gas liquids (“NGLs”) and
$3.10
per MMBtu New York Mercantile Exchange (“NYMEX”) Henry Hub (“Henry Hub”) for natural gas at
December 31, 2018
. The volume-weighted average prices over the lives of the properties were estimated at
$66.49
per Bbl of oil and condensate,
$32.87
per Bbl of NGLs and
$2.806
per Mcf of gas. The prices were held constant for the lives of the properties and we took into account pricing differentials reflective of the market environment. Prices were calculated using oil and natural gas price parameters established by current SEC guidelines and accounting rules, including adjustment by lease for quality, fuel deductions, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. Please see “—Our Reserves and Production Information—
PV-10
”.
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(2)
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Represents undiscounted future capital expenditures estimated as of
December 31, 2018
.
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(3)
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PV-10 is a financial measure that is not calculated in accordance with GAAP. For a definition of PV-10 and a reconciliation to the standardized measure of discounted future net cash flows, please see “—Our Reserves and Production Information—
PV-10
”. PV-10 does not give effect to derivatives transactions.
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Acreage
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Net Acreage Held By Production(%)
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Producing Wells, Gross
(1)(2)
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Average Working Interest (%)
(2)(3)
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Net Revenue Interest (%)
(2)(4)
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Identified Drilling Locations
(5)
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||||||||||||
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Gross
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Net
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Gross
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Net
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|||||||||||||||
California
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11,268
|
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8,333
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|
99
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%
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2,698
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|
|
99
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%
|
|
93
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%
|
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4,923
|
|
|
4,915
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Rockies
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134,470
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100,126
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73
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%
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1,105
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|
|
94
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%
|
|
75
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%
|
|
2,107
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|
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1,747
|
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Total
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145,738
|
|
|
108,459
|
|
|
75
|
%
|
|
3,803
|
|
|
98
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%
|
|
89
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%
|
|
7,030
|
|
|
6,662
|
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(1)
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Includes
540
steamflood and waterflood injection wells in California.
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(2)
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Excludes
91
wells in the Piceance basin each with a
5%
working interest.
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(3)
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Represents our weighted-average working interest in our active wells.
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(4)
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Represents our weighted-average net revenue interest for the
year ended December 31, 2018
.
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(5)
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Our total identified drilling locations include approximately
1,071
gross (
1,058
net) locations associated with PUDs as of
December 31, 2018
, including
88
gross (
88
net) steamflood injection wells. Please see “—Our Reserves and Production Information—Determination of Identified Drilling Locations” for more information regarding the process and criteria through which we identified our drilling locations.
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•
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Stable, low-decline, predictable and oil-weighted conventional asset base
. The majority of our interests are in properties that have produced for decades. As a result, the geology and reservoir characteristics are well understood, and new development well results are generally predictable, repeatable and present lower risk than unconventional resource plays. The properties are characterized by long-lived reserves with low production decline rates, a stable cost structure and low-risk developmental drilling opportunities with
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•
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Substantial inventory of low-cost, low-risk and high-return development opportunities
. We expect our locations to generate highly attractive rates of return. For example, our PUD reserves in California are projected to average single-well rates of return of approximately
39%
based on the assumptions used in preparing our SEC reserves report as of
December 31, 2018
.
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•
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Brent-influenced pricing advantage
. California oil prices are Brent-influenced as California refiners import more than
50%
of the state’s demand from foreign sources. There is a closer correlation of prices in California to Brent pricing than to WTI. Without the higher costs associated with importing crude via rail or supertanker, we believe our in-state production and low-cost crude transportation options, coupled with Brent-influenced pricing, will allow us to continue to realize strong cash margins in California.
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•
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Substantial capital flexibility derived from a high degree of operational control and stable cost environment
. We operate over
95%
of our producing wells and expect to operate a similar percentage of our identified gross drilling locations. In addition, approximately
75%
of our acreage is held by production, including
99%
of our acreage in California. Our high degree of operational control over our properties, together with the large portion of our acreage that is held by production, gives us flexibility in executing our development program, including the timing, amount and allocation of our capital expenditures, technological enhancements and marketing of production. We expect our operations to continue to generate positive Levered Free Cash Flow at current commodity prices allowing us to return capital to stockholders and fund maintenance operations and growth among other things. Also, unlike our peers, who operate primarily in unconventional plays, our assets generally do not necessitate inventory-constrained and highly specialized equipment, which provides us relative insulation from cost inflation pressures. Our high degree of operational control and relatively stable cost environment provide us significant visibility and understanding of our expected cash flows.
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•
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Simple capital structure and conservative balance sheet leverage with ample liquidity and minimal contractual obligations
. In connection with our 2018 IPO, we converted all of our Series A Preferred Stock (the “Series A Preferred Stock”) into common stock (the “Series A Preferred Stock Conversion”). Earlier in 2018, we closed a private offering of $400 million in aggregate principal amount of 7.0% senior unsecured notes due February 2026 (the “2026 Notes”), which resulted in net proceeds to us of approximately $391 million after deducting expenses and the initial purchasers’ discount. As of
December 31, 2018
, we had
$462 million
of available liquidity, defined as cash on hand plus availability under the $1.5 billion reserves-based lending facility we entered into on July 31, 2017 (as amended, the “RBL Facility”). In addition, we have minimal long-term service or fixed-volume delivery commitments. This liquidity and flexibility permit us to capitalize on opportunities that may arise to grow and increase stockholder value.
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•
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Ability and intention to return capital to stockholders consistently through the commodity price cycle.
We generated positive Levered Free Cash Flow in 2018 when Brent oil prices ranged from a mid-year high of $86.29 to a low of $50.47 toward the end of the year. In California, we believe our operations break even when Brent crude prices are approximately $47 per barrel, meaning we expect to have positive Levered Free Cash Flow at that level. We have paid a dividend on our common stock since our first quarter as a public company and plan to continue paying a meaningful quarterly dividend.
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•
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Experienced, principled and disciplined management team
. Our management team has significant experience operating and managing oil and gas businesses across numerous domestic and international basins, as well as reservoir and recovery types. We use our deep technical, operational and strategic management experience to optimize the value of our assets and the Company. We are focused on the principles of growing Levered Free Cash Flows as well as the value of our production and reserves. In doing so, we take a disciplined approach to development and operating cost management, field development efficiencies and the application of proven technologies and processes new to our properties in order to generate a sustained cost advantage.
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•
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Grow production and reserves in a capital efficient manner while producing positive internally generated Levered Free Cash Flow
. We intend to allocate capital in a disciplined manner to projects that will produce predictable and attractive rates of return. We plan to direct capital to our oil-rich and low-risk development opportunities while focusing on driving cost efficiencies across our asset base with the primary objective of internally funding our capital budget and growth plan. We may also use our capital flexibility to pursue value-enhancing, bolt-on acquisitions to opportunistically improve our positions in existing basins.
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•
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Maximize ultimate hydrocarbon recovery from our assets by optimizing drilling, completion and production techniques and investigating deeper reservoirs and areas beyond our known productive areas
. While we continue to utilize proven techniques and technologies, we will also continuously seek efficiencies in our drilling, completion and production techniques in order to optimize ultimate resource recoveries, rates of return and cash flows. We will explore innovative EOR techniques to unlock additional value and have allocated capital towards next generation technologies. For example, in our South Belridge Hill non-thermal and Midway-Sunset thermal Diatomite properties, we employ both hydraulic stimulation and advanced thermal techniques, and in our Piceance properties, we use advanced proppantless slick water well stimulation techniques. In addition, we intend to take advantage of underdevelopment in basins where we operate by expanding our geologic investigation of reservoirs on our acreage and adjacent acreage below existing producing reservoirs. Through these studies, we will seek to expand our development beyond our known productive areas in order to add probable and possible reserves to our inventory at attractive all-in costs.
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•
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Proactively and collaboratively engage in matters related to regulation, safety, environmental and community relations
. We are committed to proactive engagement with regulatory agencies in order to realize the full potential of our resources in a timely fashion that safeguards people and the environment and complies with existing laws and regulations. We work closely with regulators and legislators throughout the rule making process to minimize adverse impacts that new legislation and regulations might have on our ability to maximize our resources and to facilitate our permitting process. We have found constructive dialogue with regulatory agencies can help avert compliance and permitting issues. By working with the legislators and regulators on the front end of the regulatory process, our goal is to minimize the impact of new regulations and legislation and to mitigate the risk of permitting delays.
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•
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Return excess free cash flow to stockholders
. Our objective is to implement a disciplined and returns-focused approach to capital allocation in order to generate excess free cash flow. We intend to return portions of that excess free cash flow to stockholders on a quarterly basis. If commodity prices increase for a sustained period of time, we would consider repaying debt obligations or returning additional capital to stockholders. For a discussion of our dividend policy, please see “Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
—
Dividend Policy.”
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•
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Maintain balance sheet strength and flexibility through commodity price cycles
. We intend to fund our capital program while producing positive internally generated Levered Free Cash Flow. Over time, we expect to de-lever through organic growth and with excess Levered Free Cash Flow. Our objective is to achieve and maintain a long-term, through-cycle leverage ratio (as defined in our RBL Facility) between 1.5x and 2.0x.
|
•
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Enhance future cash flow stability and visibility through an active and continuous hedging program
. Our hedging strategy is designed to insulate our capital program from price fluctuations by securing price realizations and cash flows for production. We also seek to protect our operating expenses through fixed-price gas purchase agreements and other hedging contracts. We have protected a portion of our anticipated crude oil production realizations into 2020. We will review our hedging program continuously as conditions change.
|
•
|
employ four drilling rigs in California throughout the year; and
|
•
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drill approximately 370 to 420 gross development wells, all of which we expect will be in California for oil production.
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Gross Drilling Locations
(1)
|
||||
State
|
|
Project Type
|
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Well Type
|
|
Completion Type
|
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Recovery Mechanism
|
|
Tier 1
|
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Additional
|
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Total
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California
|
|
Hill Diatomite (non-thermal)
|
|
Vertical
|
|
Low intensity pin point
|
|
Pressure depletion augmented with water injection
|
|
272
|
|
585
|
|
857
|
California
|
|
Thermal Diatomite
|
|
Vertical
|
|
Short interval perforations
|
|
Cyclic steam injection
|
|
787
|
|
979
|
|
1,766
|
California
|
|
Thermal Sandstones
|
|
Vertical / Horizontal
|
|
Perforation/Slotted liner/gravel pack
|
|
Continuous and cyclic steam injection
|
|
1,811
|
|
489
|
|
2,300
|
Utah
|
|
Uinta
|
|
Vertical / Horizontal
|
|
Low intensity hydraulic stimulation
|
|
Pressure depletion
|
|
444
|
|
793
|
|
1,237
|
Colorado
|
|
Piceance
|
|
Vertical
|
|
Proppantless slick water stimulation
|
|
Pressure depletion
|
|
—
|
|
870
|
|
870
|
Total
|
|
|
|
|
|
|
|
|
|
3,314
|
|
3,716
|
|
7,030
|
(1)
|
We had
1,071
gross (
1,058
net) locations associated with PUDs as of
December 31, 2018
including
88
gross (
88
net) steamflood injection wells. Of those
1,071
gross PUD locations,
977
are associated with projects in California,
55
are associated with the Piceance basin, and
39
are associated with the Uinta basin. Please see “—Our Reserves and Production Information—Determination of Identified Drilling Locations” for more information regarding the process and criteria through which we identified our drilling locations. During the year ended
December 31, 2018
, we drilled 121 gross (121 net) wells that were associated with PUDs at December 31, 2017, including 27 gross (27 net) steamflood injection wells.
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Proved Reserves as of December 31, 2018
(1)
|
||||||||||
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
|
Total
|
||||||
Proved developed reserves:
|
|
|
|
|
|
||||||
Oil (MMBbl)
|
66
|
|
|
7
|
|
|
73
|
|
|||
Natural Gas (Bcf)
|
—
|
|
|
76
|
|
|
76
|
|
|||
NGLs (MMBbl)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total (MMBoe)
(2)(3)
|
66
|
|
|
21
|
|
|
87
|
|
|||
Proved undeveloped reserves:
|
|
|
|
|
|
||||||
Oil (MMBbl)
|
40
|
|
|
2
|
|
|
42
|
|
|||
Natural Gas (Bcf)
|
—
|
|
|
85
|
|
|
85
|
|
|||
NGLs (MMBbl)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total (MMBoe)
(3)
|
40
|
|
|
16
|
|
|
56
|
|
|||
Total proved reserves:
|
|
|
|
|
|
||||||
Oil (MMBbl)
|
106
|
|
|
9
|
|
|
115
|
|
|||
Natural Gas (Bcf)
|
—
|
|
|
161
|
|
|
161
|
|
|||
NGLs (MMBbl)
|
—
|
|
|
1
|
|
|
1
|
|
|||
Total (MMBoe)
(3)
|
106
|
|
|
37
|
|
|
143
|
|
|||
|
|
|
|
|
|
||||||
PV-10 ($MM)
(4)
|
$
|
2,027
|
|
|
$
|
125
|
|
|
$
|
2,152
|
|
(1)
|
Our estimated net reserves were determined using average first-day-of-the-month prices for the prior 12 months in accordance with SEC guidance. The unweighted arithmetic average first-day-of-the-month prices for the prior 12 months were
$71.54
per Bbl ICE (Brent) for oil and NGLs and
$3.10
per MMBtu NYMEX (Henry Hub) for natural gas at
December 31, 2018
. The volume-weighted average prices over the lives of the properties were
$66.49
per Bbl of oil and condensate,
$32.87
per Bbl of NGLs and
$2.806
per Mcf. The prices were held constant for the lives of the properties and we took into account pricing differentials reflective of the market environment. Prices were calculated using oil and natural gas price parameters established by current guidelines of the SEC and accounting rules including adjustments by lease for quality, fuel deductions, geographical differentials, marketing bonuses or deductions and other factors affecting the price received at the wellhead. For more information regarding commodity price risk, please see “Item 1A. Risk Factors—
Risks Related to Our Business and Industry
—
Oil, natural gas and NGL prices are volatile and directly affect our results.
”
|
(2)
|
Approximately
9%
of proved developed oil reserves,
1%
of proved developed NGL reserves,
0%
of proved developed natural gas reserves and
8%
of total proved developed reserves are non-producing.
|
(3)
|
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended
December 31, 2018
, the average prices of ICE (Brent) oil and NYMEX (Henry Hub) natural gas were
$71.53
per Bbl and
$3.09
per Mcf, respectively, resulting in an oil-to-gas ratio of over
4
to 1 on an energy equivalent basis.
|
(4)
|
For a definition of PV-10 and a reconciliation to the standardized measure of discounted future net cash flows, please see “—PV-10.” PV-10 does not give effect to derivatives transactions.
|
|
At December 31, 2018
|
||
|
(in millions)
|
||
California PV-10
|
$
|
2,027
|
|
Rockies PV-10
|
125
|
|
|
Total Company PV-10
|
2,152
|
|
|
Less: present value of future income taxes discounted at 10%
|
(390)
|
|
|
Standardized measure of discounted future net cash flows
|
$
|
1,762
|
|
|
California (San Joaquin and Ventura basins)
|
|
Rockies (Uinta and Piceance basins)
|
|
East Texas basin
(1)
|
|
Total
|
||||
|
(in MMBoe)
|
||||||||||
Beginning balance as of December 31, 2017
|
93
|
|
|
46
|
|
|
2
|
|
|
141
|
|
Extensions and discoveries
|
19
|
|
|
3
|
|
|
—
|
|
|
22
|
|
Revisions of previous estimates
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
Purchases of minerals in place
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Sales of minerals in place
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
Current year production
|
(7
|
)
|
|
(3
|
)
|
|
—
|
|
|
(10
|
)
|
Ending balance as of December 31, 2018
|
106
|
|
|
37
|
|
|
—
|
|
|
143
|
|
(1)
|
On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.
|
|
California (San Joaquin and Ventura basins)
|
|
Rockies (Uinta and Piceance basins)
|
|
East Texas basin
|
|
Total
|
||||
|
(in MMBoe)
|
||||||||||
Beginning balance as of December 31, 2017
|
32
|
|
|
23
|
|
|
—
|
|
|
55
|
|
Extensions and discoveries
|
17
|
|
|
2
|
|
|
—
|
|
|
19
|
|
Revisions of previous estimates
|
(1
|
)
|
|
(10
|
)
|
|
—
|
|
|
(11
|
)
|
Reclassifications to proved developed
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
Purchases of minerals in place
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Ending balance as of December 31, 2018
|
40
|
|
|
15
|
|
|
—
|
|
|
55
|
|
|
PUD Locations
(Gross) |
|
Total Identified Drilling Locations (Gross)
(1)
|
||||||||
|
Oil and Natural Gas Wells
|
|
Injection
Wells |
|
Oil and Natural Gas Wells
|
|
Injection
Wells |
||||
California
|
889
|
|
|
88
|
|
|
4,141
|
|
|
782
|
|
Rockies
|
94
|
|
|
—
|
|
|
2,107
|
|
|
—
|
|
Total Identified Drilling Locations
|
983
|
|
|
88
|
|
|
6,248
|
|
|
782
|
|
(1)
|
Includes
3,314
Tier 1 gross drilling locations company-wide that we anticipate drilling over the next 5 to 10 years and
3,716
additional gross drilling locations that are currently under review.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
Production Data
(3)
:
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl/d)
|
22.0
|
|
|
20.6
|
|
|
|
19.5
|
|
|
23.1
|
|
||||
Natural gas (MMcf/d)
|
26.3
|
|
|
49.4
|
|
|
|
71.7
|
|
|
78.1
|
|
||||
NGLs (MBbl/d)
|
0.6
|
|
|
2.0
|
|
|
|
5.2
|
|
|
3.6
|
|
||||
Average daily combined production (MBoe/d)
(1)
|
27.0
|
|
|
30.9
|
|
|
|
36.7
|
|
|
39.7
|
|
||||
Oil (MBbl)
|
8,045
|
|
|
6,318
|
|
|
|
1,153
|
|
|
8,463
|
|
||||
Natural gas (MMcf)
|
9,589
|
|
|
15,119
|
|
|
|
4,232
|
|
|
28,577
|
|
||||
NGLs (MBbl)
|
211
|
|
|
605
|
|
|
|
304
|
|
|
1,307
|
|
||||
Total combined production (MBoe)
(1)
|
9,855
|
|
|
9,443
|
|
|
|
2,162
|
|
|
14,533
|
|
||||
Weighted-average realized prices:
|
|
|
|
|
|
|
|
|
||||||||
Oil with hedges (per Bbl)
|
$
|
59.67
|
|
|
$
|
48.53
|
|
|
|
$
|
47.40
|
|
|
$
|
36.88
|
|
Oil without hedges (per Bbl)
|
$
|
64.76
|
|
|
$
|
48.05
|
|
|
|
$
|
46.94
|
|
|
$
|
35.83
|
|
Natural gas (per Mcf)
|
$
|
2.74
|
|
|
$
|
2.70
|
|
|
|
$
|
3.42
|
|
|
$
|
2.31
|
|
NGLs (per Bbl)
|
$
|
26.74
|
|
|
$
|
22.23
|
|
|
|
$
|
18.20
|
|
|
$
|
17.67
|
|
Average Benchmark prices:
|
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl) – Brent
|
$
|
71.53
|
|
|
$
|
54.65
|
|
|
|
$
|
55.72
|
|
|
$
|
45.00
|
|
Oil (per Bbl) – WTI
|
$
|
64.76
|
|
|
$
|
50.53
|
|
|
|
$
|
53.04
|
|
|
$
|
43.32
|
|
Natural gas (per MMBtu) – Henry Hub
|
$
|
3.09
|
|
|
$
|
3.00
|
|
|
|
$
|
3.66
|
|
|
$
|
2.46
|
|
Total operating expenses (per Boe)
(2)
|
$
|
18.33
|
|
|
$
|
17.09
|
|
|
|
$
|
15.72
|
|
|
$
|
15.13
|
|
Taxes, other than income taxes (per Boe)
|
$
|
3.36
|
|
|
$
|
3.62
|
|
|
|
$
|
2.41
|
|
|
$
|
1.73
|
|
(1)
|
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended
December 31, 2018
, the average prices of ICE (Brent) oil and NYMEX (Henry Hub) natural gas were
$71.53
per Bbl and
$3.09
per Mcf, respectively, resulting in an oil-to-gas ratio of over
4
to 1 on an energy equivalent basis.
|
(2)
|
We define operating expenses as lease operating expenses, electricity generation expenses, transportation expenses, and marketing expenses, offset by the third-party revenues generated by electricity, transportation and marketing activities, as well as the effect of
derivative settlements (received or paid) for gas purchases
. Taxes other than income taxes are excluded from operating expenses.
|
(3)
|
Production represents volumes sold during the period.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||
SJV South Midway Field
|
|
|
|
|
|
|
|
|
||||
Total production
(2)
:
|
|
|
|
|
|
|
|
|
||||
Oil (MBbls)
|
2,341
|
|
|
1,963
|
|
|
|
369
|
|
|
2,477
|
|
Natural gas (Bcf)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
NGLs (MBbls)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Total (MBoe)
(3)
|
2,341
|
|
|
1,963
|
|
|
|
369
|
|
|
2,477
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||
SJV Belridge Hill
(4)
|
|
|
|
|
|
|
|
|
||
Total production
(2)
:
|
|
|
|
|
|
|
|
|
||
Oil (MBbls)
|
*
|
|
609
|
|
|
|
35
|
|
|
*
|
Natural gas (Bcf)
|
*
|
|
—
|
|
|
|
—
|
|
|
*
|
NGLs (MBbls)
|
*
|
|
—
|
|
|
|
—
|
|
|
*
|
Total (MBoe)
(3)
|
*
|
|
609
|
|
|
|
35
|
|
|
*
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||
Piceance
|
|
|
|
|
|
|
|
|
||
Total production
(2)
:
|
|
|
|
|
|
|
|
|
||
Oil (MBbls)
|
*
|
|
14
|
|
|
|
2
|
|
|
*
|
Natural gas (Bcf)
|
*
|
|
3.6
|
|
|
|
0.8
|
|
|
*
|
NGLs (MBbls)
|
*
|
|
—
|
|
|
|
—
|
|
|
*
|
Total (MBoe)
(3)
|
*
|
|
610
|
|
|
|
138
|
|
|
*
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
|||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
|
Hugoton basin Field
(1)
|
|
|
|
|
|
|
|
|
|
Total production
(2)
:
|
|
|
|
|
|
|
|
|
|
Oil (MBbls)
|
*
|
|
*
|
|
|
*
|
|
—
|
|
Natural gas (Bcf)
|
*
|
|
*
|
|
|
*
|
|
14.6
|
|
NGLs (MBbls)
|
*
|
|
*
|
|
|
*
|
|
1,020
|
|
Total (MBoe)
(3)
|
*
|
|
*
|
|
|
*
|
|
3,457
|
|
*
|
Represented less than 15% of our total proved reserves for the periods indicated.
|
(1)
|
On July 31, 2017, we sold our approximately 78% non-operated working interest in the Hugoton natural gas field. No production data is available for periods following the disposition.
|
(2)
|
Production represents volumes sold during the period.
|
(3)
|
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years. For example, in the year ended
December 31, 2018
, the average prices of ICE (Brent) oil and NYMEX (Henry Hub) natural gas were
$71.53
per Bbl and
$3.09
per Mcf, respectively, resulting in an oil-to-gas ratio of over
4
to 1.
|
(4)
|
In July 2017, we acquired the remaining
84%
working interest in the South Belridge Hill property located in Kern County, California, in which we previously owned a
16%
working interest.
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
|
Total
|
|
Oil
|
|
|
|
|
|
|
Gross
(1)
|
2,921
|
|
|
935
|
|
3,856
|
Net
(2)
|
2,775
|
|
|
844
|
|
3,619
|
Gas
|
|
|
|
|
|
|
Gross
(1)
|
—
|
|
|
173
|
|
173
|
Net
(2)
|
—
|
|
|
124
|
|
124
|
(1)
|
The total number of wells in which interests are owned. Includes
540
steamflood and waterflood injection wells in California.
|
(2)
|
The sum of fractional interests.
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
|
Total
|
Developed
(1)
|
|
|
|
|
|
Gross
(2)
|
11,148
|
|
95,103
|
|
106,251
|
Net
(3)
|
8,212
|
|
72,944
|
|
81,156
|
Undeveloped
(4)
|
|
|
|
|
|
Gross
(2)
|
120
|
|
39,366
|
|
39,486
|
Net
(3)
|
120
|
|
27,182
|
|
27,302
|
(1)
|
Acres spaced or assigned to productive wells.
|
(2)
|
Total acres in which we hold an interest.
|
(3)
|
Sum of fractional interests owned based on working interests or interests under arrangements similar to production sharing contracts.
|
(4)
|
Acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether the acreage contains proved reserves.
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
|
Total
|
|||
Development wells
|
|
|
|
|
|
|||
Gross
|
3
|
|
|
—
|
|
|
3
|
|
Net
|
3
|
|
|
—
|
|
|
3
|
|
Exploratory wells
|
|
|
|
|
|
|
||
Gross
|
—
|
|
|
—
|
|
|
—
|
|
Net
|
—
|
|
|
—
|
|
|
—
|
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
|
Total
|
|||
2018
|
|
|
|
|
|
|||
Oil
(2)
|
224
|
|
|
8
|
|
|
232
|
|
Natural Gas
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
—
|
|
|
—
|
|
|
—
|
|
2017
|
|
|
|
|
|
|||
Oil
(1)
|
124
|
|
|
—
|
|
|
124
|
|
Natural Gas
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
—
|
|
|
—
|
|
|
—
|
|
2016
|
|
|
|
|
|
|||
Oil
(1)
|
11
|
|
|
—
|
|
|
11
|
|
Natural Gas
|
—
|
|
|
—
|
|
|
—
|
|
Dry
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Includes injector wells.
|
(2)
|
Includes 40 drilled uncompleted wells in California, 12 wells that had not yet been connected to gathering systems in California and six wells that had not yet been connected to gathering systems in the Rockies.
|
•
|
Establish air, soil and water quality standards for a given region, such as the San Joaquin Valley, and attainment plans to meet those regional standards, which may significantly restrict development, economic activity and transportation in the region;
|
•
|
require the acquisition of various permits before drilling, workover production, underground fluid injection, enhanced oil recovery methods, or waste disposal commences;
|
•
|
require notice to stakeholders of proposed and ongoing operations;
|
•
|
require the installation of expensive safety and pollution control equipment—such as leak detection, monitoring and control systems—to prevent or reduce the release or discharge of regulated materials into the air, land, surface water or groundwater;
|
•
|
restrict the types, quantities and concentration of various regulated materials, including oil, natural gas, produced water or wastes, that can be released into the environment in connection with drilling and production activities, and impose energy efficiency or renewable energy standards on us or users of our products;
|
•
|
limit or prohibit drilling activities on lands located within coastal, wilderness, wetlands, groundwater recharge or endangered species inhabited areas, and other protected areas, or otherwise restrict or prohibit activities
|
•
|
establish waste management standards or require remedial measures to limit pollution from former operations, such as pit closure, reclamation and plugging and abandonment of wells or decommissioning of facilities;
|
•
|
impose substantial liabilities for pollution resulting from operations or for preexisting environmental conditions on our current or former properties and operations and other locations where such materials generated by us or our predecessors were released or discharged;
|
•
|
require comprehensive environmental analyses, recordkeeping and reports with respect to operations affecting federal, state, and private lands or leases, including preparation of a Resource Management Plan, an Environmental Assessment, and/or an Environmental Impact Statement with respect to operations affecting federal lands or leases.
|
•
|
Clean Air Act (the “CAA”), which governs air emissions;
|
•
|
Clean Water Act (the “CWA”), which governs discharges to and excavations within the waters of the United States;
|
•
|
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which imposes liability where hazardous substances have been released into the environment (commonly known as “Superfund”);
|
•
|
The Oil Pollution Act of 1990, which amends and augments the CWA and imposes certain duties and liabilities related to the prevention of oil spills and damages resulting from such spills;
|
•
|
Energy Independence and Security Act of 2007, which prescribes new fuel economy standards and other energy saving measures;
|
•
|
National Environmental Policy Act (“NEPA”), which requires careful evaluation of the environmental impacts of oil and natural gas production activities on federal lands;
|
•
|
Resource Conservation and Recovery Act (“RCRA”), which governs the management of solid waste;
|
•
|
SDWA, which governs the underground injection and disposal of wastewater; and
|
•
|
U.S. Department of Interior regulations, which regulate oil and gas production activities on federal lands and impose liability for pollution cleanup and damages.
|
•
|
worldwide and regional economic conditions impacting the global supply and demand for, and transportation costs of, oil and natural gas;
|
•
|
the price and quantity of foreign imports of oil;
|
•
|
prevailing prices on local price indexes in the areas in which we operate;
|
•
|
political and economic conditions in, or affecting, other producing regions or countries, including the Middle East, Africa, South America and Russia;
|
•
|
the level of global exploration, development and production, and resulting inventories;
|
•
|
actions of the Organization of the Petroleum Exporting Countries (“OPEC”), its members and other state-controlled oil companies relating to oil price and production controls;
|
•
|
actions of other significant producers;
|
•
|
the proximity, capacity, cost and availability of gathering and transportation facilities;
|
•
|
the cost of exploring for, developing, producing and transporting reserves;
|
•
|
weather conditions and natural disasters;
|
•
|
technological advances, conservation efforts and availability of alternative fuels affecting oil and gas consumption;
|
•
|
refining and processing disruptions or bottlenecks;
|
•
|
the impact of U.S. dollar exchange rates on oil;
|
•
|
expectations about future oil and gas prices; and
|
•
|
Foreign and U.S. federal, state a
nd local and non-U.S. governmental regulation and taxes, including the recent relaxation of U.S. export restrictions.
|
•
|
the volume of hydrocarbons we are able to produce from existing wells;
|
•
|
the prices at which our production is sold and our operating expenses;
|
•
|
the success of our hedging program;
|
•
|
our proved reserves, including our ability to acquire, locate and produce new reserves;
|
•
|
our ability to
borrow under the RBL Facility;
|
•
|
and our ability to access the capital markets.
|
•
|
the counterparties to our hedging or other price-risk management contracts fail to perform under those arrangements; and
|
•
|
an event mate
rially impacts oil and natural gas prices in the opposite direction of our derivative positions.
|
•
|
the similarity of reservoir performance in other areas to expected performance from our assets;
|
•
|
the quality, quantity and interpretation of available relevant data;
|
•
|
commodity prices (see “—
Oil, natural gas and NGL prices are volatile and directly affect our results.
”);
|
•
|
production and operating costs;
|
•
|
ad valorem, excise, and income taxes and costs related to GHG regulations;
|
•
|
development costs;
|
•
|
the effects o
f government regulations; and
|
•
|
future workover and asset retirement costs.
|
•
|
poor production response;
|
•
|
ineffective application of recovery techniques;
|
•
|
increased costs of drilling, completing, stimulating, equipping, operating, maintaining and abandoning wells; and
|
•
|
delays or
cost overruns caused by equipment failures, accidents, environmental hazards, adverse weather conditions, permitting or construction delays, title disputes, surface access disputes and other matters.
|
•
|
delays imposed by, or resulting from, compliance with regulatory requirements, including limitations on water disposal, emission of GHGs, steam injection and well stimulation;
|
•
|
pressure or irregularities in geological formations;
|
•
|
shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for steam used in production or pressure maintenance;
|
•
|
lack of available gathering facilities or delays in construction of gathering facilities;
|
•
|
lack of available capacity on interconnecting transmission pipelines; and
|
•
|
other market limi
tations in our industry.
|
•
|
incur or guarantee additional indebtedness;
|
•
|
make investments (including certain loans to others);
|
•
|
merge or consolidate with another entity;
|
•
|
make dividends and certain other payments in respect of our equity;
|
•
|
hedge future production or interest rates;
|
•
|
create liens that secure indebtedness or certain other obligations;
|
•
|
transfer, sell or otherwise dispose of assets;
|
•
|
repay or prepay certain indebtedness prior to the due date;
|
•
|
enter into transactions with affiliates; and
|
•
|
engage in certain other transactions without the prior
consent of the lenders.
|
•
|
permits stockholders to make investments in competing businesses; and
|
•
|
provides that if one of our directors who is also an employee, officer or director of a stockholder (a “Dual Role Person”),
becomes aware of a potential business opportunity, transaction or other matter, they will have no duty to communicate or offer that opportunity to us.
|
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights (#)
(3)
|
|
Weighted-Average Exercise Price of Outstanding Options and Rights ($)
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(#) (1) |
Equity compensation plans not approved by security holders
(2)
|
|
922,952
|
|
N/A
|
|
8,381,902
|
(1)
|
The number of securities remaining available for future issuances has been reduced by the number of securities to be issued upon RSUs subject to time vesting and PSUs upon the maximum achievement of certain market-based performance goals over a specified period of time.
|
(2)
|
In connection with the IPO, our Board amended and restated the Company’s First Amended and Restated 2017 Omnibus Incentive Plan, which had amended and restated the Company’s 2017 Omnibus Incentive Plan (the “Prior Plans” and, collectively with the Omnibus Plan, the “Equity Compensation Plans”), which allowed us to grant equity-based compensation awards with respect to up to 10,000,000 shares of common stock (which number includes the number of shares of common stock previously issued pursuant to an award (or made subject to an award that has not expired or been terminated) under the Prior Plans), to employees, consultants and directors of the Company and its affiliates who perform services for the Company. The Omnibus Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents and other types of awards.
|
(3)
|
Represents common stock to be issued based upon continuous employment and the maximum achievement of certain performance goals over a specified period of time as described in the applicable Equity Compensation Plan and associated award agreements. We did not have any options or rights with an exercise price.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
||||||
December 1 - 31, 2018
|
|
448,661
|
|
|
$
|
8.81
|
|
|
448,661
|
|
|
$
|
46,047,000
|
|
|
|
07/26/18
|
|
07/18
|
|
08/18
|
|
09/18
|
|
10/18
|
|
11/18
|
|
12/18
|
|
01/19
|
||||||||||||||||
Berry Petroleum Corporation
|
|
$
|
100.00
|
|
|
$
|
103.77
|
|
|
$
|
123.70
|
|
|
$
|
133.73
|
|
|
$
|
106.25
|
|
|
$
|
94.04
|
|
|
$
|
67.17
|
|
|
$
|
90.51
|
|
S&P Smallcap 600
|
|
$
|
100.00
|
|
|
$
|
103.16
|
|
|
$
|
108.15
|
|
|
$
|
104.71
|
|
|
$
|
93.74
|
|
|
$
|
95.15
|
|
|
$
|
83.66
|
|
|
$
|
92.56
|
|
Dow Jones U.S. Exploration & Production
|
|
$
|
100.00
|
|
|
$
|
103.39
|
|
|
$
|
100.56
|
|
|
$
|
102.81
|
|
|
$
|
88.00
|
|
|
$
|
82.46
|
|
|
$
|
71.18
|
|
|
$
|
80.76
|
|
Vanguard Energy ETF
|
|
$
|
100.00
|
|
|
$
|
100.06
|
|
|
$
|
97.10
|
|
|
$
|
99.64
|
|
|
$
|
87.58
|
|
|
$
|
85.09
|
|
|
$
|
73.67
|
|
|
$
|
82.30
|
|
(1)
|
The performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act except to the extent that we specifically request it be treated as soliciting material or specifically incorporate it by reference.
|
(2)
|
$100 invested on
July 26, 2018
in stock or
June 30, 2018
in index, including reinvestment of dividends.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands, except per share amounts)
|
|||||||||||||||
Statements of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
586,557
|
|
|
$
|
319,669
|
|
|
|
$
|
92,718
|
|
|
$
|
410,991
|
|
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
49,160
|
|
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||
Net income (loss) per share of common stock
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||
Diluted
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||
Dividends per common share
|
$
|
0.21
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Weighted-average common stock outstanding
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
57,743
|
|
|
38,644
|
|
|
|
n/a
|
|
|
n/a
|
|
||||
Diluted
(1)
|
57,932
|
|
|
38,644
|
|
|
|
n/a
|
|
|
n/a
|
|
||||
Cash Flow Data:
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
(2)
|
$
|
103,100
|
|
|
$
|
107,399
|
|
|
|
$
|
22,431
|
|
|
$
|
13,197
|
|
Capital expenditures
|
$
|
(127,281
|
)
|
|
$
|
(65,479
|
)
|
|
|
$
|
(3,158
|
)
|
|
$
|
(34,796
|
)
|
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
||||||||
Total assets
|
$
|
1,692,263
|
|
|
$
|
1,546,402
|
|
|
|
$
|
1,561,038
|
|
|
$
|
2,652,050
|
|
Long-term debt, net
|
$
|
391,786
|
|
|
$
|
379,000
|
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
(3)
|
$
|
257,924
|
|
|
$
|
149,613
|
|
|
|
$
|
28,845
|
|
|
$
|
89,646
|
|
Adjusted Net Income (Loss)
(4)
|
$
|
100,001
|
|
|
$
|
35,880
|
|
|
|
$
|
(7,779
|
)
|
|
$
|
(149,961
|
)
|
(1)
|
The Series A Preferred Stock was not a participating security; therefore, we calculated diluted earnings per share using the “if-converted” method, under which the preferred dividends are added back to the numerator and the Series A Preferred Stock is assumed to be converted at the beginning of the period. No incremental shares of Series A Preferred Stock were included in the diluted earnings per share calculation for the
year ended December 31, 2018
and the ten months ended December 31, 2017 as their effect was antidilutive under the “if-converted” method. In July 2018, all outstanding shares of our Series A Preferred Stock were converted to common shares in connection with the IPO. Please see Note
8
for further detail.
|
(2)
|
2018 includes a one-time payment of $127 million in the second quarter to early terminate unsettled derivative contracts. The elective cancellation was effected to realign our hedging pricing with current market rates and move from NYMEX WTI to ICE Brent underlying.
|
(3)
|
Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
|
(4)
|
Adjusted Net Income is a non-GAAP financial measure. For a definition of Adjusted Net Income and a reconciliation to our most directly comparable financial measure calculated and presented in accordance with GAAP, please see “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures.”
|
•
|
employ four drilling rigs in California throughout the year; and
|
•
|
drill approximately 370 to 420 gross development wells, all of which we expect will be in California for oil production.
|
|
2019 Budget
|
|
2018 Actual
|
|
2017 Actual
|
|||||
|
|
(in millions)
|
||||||||
California
|
$
|
185-212
|
|
$
|
126
|
|
|
$
|
71
|
|
Rockies
|
|
4-6
|
|
17
|
|
|
2
|
|
||
Corporate
|
|
6-7
|
|
5
|
|
|
—
|
|
||
Total
|
$
|
195-225
|
|
$
|
148
|
|
|
$
|
73
|
|
|
Q1 2019
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
||||||||
Net Purchased/Sold Oil Put Options (ICE Brent):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
484
|
|
|
1,365
|
|
|
368
|
|
|
368
|
|
||||
Weighted-average price ($/Bbl)
|
$
|
61.16
|
|
|
$
|
61.00
|
|
|
$
|
50.00
|
|
|
$
|
50.00
|
|
Fixed Price Oil Swaps (ICE Brent):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
1,080
|
|
|
637
|
|
|
644
|
|
|
644
|
|
||||
Weighted-average price ($/Bbl)
|
$
|
75.76
|
|
|
$
|
76.27
|
|
|
$
|
76.27
|
|
|
$
|
76.27
|
|
Oil basis differential positions (ICE Brent-NYMEX WTI basis swaps):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MBbls)
|
45
|
|
|
46
|
|
|
46
|
|
|
46
|
|
||||
Weighted-average price ($/Bbl)
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
Fixed Price Gas Purchase Swaps (Kern, Delivered):
|
|
|
|
|
|
|
|
||||||||
Hedged volume (MMBtu)
|
1,815,000
|
|
|
2,730,000
|
|
|
1,380,000
|
|
|
465,000
|
|
||||
Weighted-average price ($/MMBtu)
|
$
|
2.68
|
|
|
$
|
2.70
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
Crude Oil (per Bbl):
|
|
|
|
|
|
|
|
|
||||||||
Realized price, before the effects of derivative settlements
|
$
|
64.76
|
|
|
$
|
48.05
|
|
|
|
$
|
46.94
|
|
|
$
|
35.83
|
|
Effects of derivative settlements
|
$
|
(5.09
|
)
|
|
$
|
0.48
|
|
|
|
$
|
0.46
|
|
|
$
|
1.05
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
Two Months Ended
February 28, 2017 |
Year Ended December 31, 2016
|
||||||||||
ICE (Brent) oil ($/Bbl)
|
$
|
71.53
|
|
|
$
|
54.65
|
|
|
|
$
|
55.72
|
|
|
$
|
45.00
|
|
NYMEX (WTI) oil ($/Bbl)
|
$
|
64.76
|
|
|
$
|
50.53
|
|
|
|
$
|
53.04
|
|
|
$
|
43.32
|
|
NYMEX (Henry Hub) natural
gas ($/MMBtu) |
$
|
3.09
|
|
|
$
|
3.00
|
|
|
|
$
|
3.66
|
|
|
$
|
2.46
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
Average daily production
(1)
:
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl/d)
|
22.0
|
|
|
20.6
|
|
|
|
19.5
|
|
|
23.1
|
|
||||
Natural Gas (MMcf/d)
|
26.3
|
|
|
49.4
|
|
|
|
71.7
|
|
|
78.1
|
|
||||
NGLs (MBbl/d)
|
0.6
|
|
|
2.0
|
|
|
|
5.2
|
|
|
3.6
|
|
||||
Total (MBoe/d)
(2)
|
27.0
|
|
|
30.9
|
|
|
|
36.7
|
|
|
39.7
|
|
||||
Total Production:
|
|
|
|
|
|
|
|
|
||||||||
Oil (MBbl)
|
8,045
|
|
|
6,318
|
|
|
|
1,153
|
|
|
8,463
|
|
||||
Natural gas (MMcf)
|
9,589
|
|
|
15,119
|
|
|
|
4,232
|
|
|
28,577
|
|
||||
NGLs (MBbl)
|
211
|
|
|
605
|
|
|
|
304
|
|
|
1,307
|
|
||||
Total (MBoe)
(2)
|
9,855
|
|
|
9,443
|
|
|
|
2,162
|
|
|
14,533
|
|
||||
Weighted-average realized prices:
|
|
|
|
|
|
|
|
|
||||||||
Oil with hedges (Bbl)
|
$
|
59.67
|
|
|
$
|
48.53
|
|
|
|
$
|
47.40
|
|
|
$
|
36.88
|
|
Oil without hedges (Bbl)
|
$
|
64.76
|
|
|
$
|
48.05
|
|
|
|
$
|
46.94
|
|
|
$
|
35.83
|
|
Natural gas (Mcf)
|
$
|
2.74
|
|
|
$
|
2.70
|
|
|
|
$
|
3.42
|
|
|
$
|
2.31
|
|
NGLs (Bbl)
|
$
|
26.74
|
|
|
$
|
22.23
|
|
|
|
$
|
18.20
|
|
|
$
|
17.67
|
|
Average Benchmark prices:
|
|
|
|
|
|
|
|
|
||||||||
Oil (Bbl) – Brent
|
$
|
71.53
|
|
|
$
|
54.65
|
|
|
|
$
|
55.72
|
|
|
$
|
45.00
|
|
Oil (Bbl) – WTI
|
$
|
64.76
|
|
|
$
|
50.53
|
|
|
|
$
|
53.04
|
|
|
$
|
43.32
|
|
Natural gas (MMBtu) – Henry Hub
|
$
|
3.09
|
|
|
$
|
3.00
|
|
|
|
$
|
3.66
|
|
|
$
|
2.46
|
|
Average costs per Boe
(3)
:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
$
|
19.16
|
|
|
$
|
15.84
|
|
|
|
$
|
13.06
|
|
|
$
|
12.73
|
|
Electricity generation expenses
|
2.09
|
|
|
1.58
|
|
|
|
1.48
|
|
|
1.18
|
|
||||
Electricity sales
(3)
|
(3.57
|
)
|
|
(2.33
|
)
|
|
|
(1.69
|
)
|
|
(1.60
|
)
|
||||
Transportation expenses
|
1.00
|
|
|
2.04
|
|
|
|
2.86
|
|
|
2.86
|
|
||||
Transportation sales
(3)
|
(0.08
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Marketing expenses
|
0.22
|
|
|
0.25
|
|
|
|
0.30
|
|
|
0.21
|
|
||||
Marketing revenues
(3)
|
(0.24
|
)
|
|
(0.29
|
)
|
|
|
(0.29
|
)
|
|
(0.25
|
)
|
||||
Derivative settlements (received) paid for gas purchases
(3)
|
(0.24
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Total operating expenses
|
$
|
18.33
|
|
|
$
|
17.09
|
|
|
|
$
|
15.72
|
|
|
$
|
15.13
|
|
General and administrative expenses
(4)
|
$
|
5.48
|
|
|
$
|
5.93
|
|
|
|
$
|
3.68
|
|
|
$
|
5.45
|
|
Depreciation, depletion and amortization
|
$
|
8.75
|
|
|
$
|
7.25
|
|
|
|
$
|
13.02
|
|
|
$
|
12.26
|
|
Taxes, other than income taxes
|
$
|
3.36
|
|
|
$
|
3.62
|
|
|
|
$
|
2.41
|
|
|
$
|
1.73
|
|
(1)
|
Production represents volumes sold during the period. We also consume a portion of the natural gas we produce on lease to extract oil and gas.
|
(2)
|
Natural gas volumes have been converted to Boe based on energy content of six Mcf of gas to one Bbl of oil. Barrels of oil equivalence does not necessarily result in price equivalence. The price of natural gas on a barrel of oil equivalent basis is currently substantially lower than the corresponding price for oil and has been similarly lower for a number of years.
|
(3)
|
We report electricity, transportation and marketing sales separately in our financial statements as revenues in accordance with GAAP. However, these revenues are viewed and used internally in calculating operating expenses which is used to track and analyze the economics of development projects and the efficiency of our hydrocarbon recovery. We purchase third-party gas to generate electricity through our cogeneration facilities to be used in our field operations activities and view the added benefit of any excess electricity sold externally as a cost reduction/benefit to generating steam for our thermal recovery operations. Marketing expenses mainly relate to natural gas purchased from third parties that moves through our gathering and processing systems and then is sold to third parties. Transportation sales relate to water and other liquids that we transport on our systems on behalf of third parties and have not been significant to-date. Operating expenses also includes the effect of
derivative settlements (received or paid) for gas purchases
.
|
(4)
|
Includes non-recurring restructuring and other costs and non-cash stock compensation expense, in aggregate, of approximately
$1.36
per Boe and $3.40 per Boe for the
year ended December 31, 2018
and the ten months ended December 31, 2017, respectively, and none for each of the two months ended February 28, 2017 and the year ended December 31, 2016.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||
Average daily production (MBoe/d)
(1)
:
|
|
|
|
|
|
|
|
|
||||
California
(2)
|
19.7
|
|
|
18.0
|
|
|
|
17.0
|
|
|
20.2
|
|
Rockies
(4)
|
7.3
|
|
|
8.4
|
|
|
|
8.8
|
|
|
10.0
|
|
Hugoton basin
(3)
|
—
|
|
|
4.5
|
|
|
|
10.8
|
|
|
9.5
|
|
Total average daily production
|
27.0
|
|
|
30.9
|
|
|
|
36.7
|
|
|
39.7
|
|
(1)
|
Production represents volumes sold during the period.
|
(2)
|
On July 31, 2017, we purchased the remaining approximately 84% working interest of our South Belridge Hill property, located in Kern County, California.
|
(3)
|
On July 31, 2017, we sold our 78% working interest in the Hugoton natural gas field located in southwest Kansas and the Oklahoma Panhandle. Our Hugoton assets represented approximately 24% of our average net daily production for the year ended December 31, 2016.
|
(4)
|
On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.
|
|
California
(San Joaquin and Ventura basins) |
|
Rockies
(Uinta and Piceance basins) |
||||||||||||
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||
($ in thousands, except prices)
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
471,983
|
|
|
$
|
311,247
|
|
|
$
|
76,855
|
|
|
$
|
76,365
|
|
Operating income
(1)
|
$
|
226,854
|
|
|
$
|
74,629
|
|
|
$
|
19,089
|
|
|
$
|
9,961
|
|
Depreciation, depletion, and amortization
|
$
|
72,260
|
|
|
$
|
71,092
|
|
|
$
|
11,066
|
|
|
$
|
17,792
|
|
Average daily production (MBoe/d)
|
19.7
|
|
|
17.8
|
|
|
6.7
|
|
|
7.4
|
|
||||
Production (oil% of total)
|
100
|
%
|
|
100
|
%
|
|
36
|
%
|
|
36
|
%
|
||||
Realized prices:
|
|
|
|
|
|
|
|
||||||||
Oil (per Bbl)
|
$
|
65.64
|
|
|
$
|
47.79
|
|
|
$
|
57.34
|
|
|
$
|
48.47
|
|
NGLs (per Bbl)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.95
|
|
|
$
|
21.36
|
|
Gas (per Mcf)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.71
|
|
|
$
|
2.78
|
|
Capital expenditures
|
$
|
125,565
|
|
|
$
|
63,313
|
|
|
$
|
17,351
|
|
|
$
|
1,451
|
|
Total proved reserves (MMBoe)
|
106
|
|
|
93
|
|
|
37
|
|
|
46
|
|
||||
PV-10
(2)
|
$
|
2,026,880
|
|
|
$
|
998,391
|
|
|
$
|
124,652
|
|
|
$
|
108,375
|
|
(1)
|
Operating income includes oil, natural gas and NGL sales, offset by operating expenses, general and administrative expenses, DD&A, and taxes, other than income taxes.
|
(2)
|
PV-10 is a financial measure that is not calculated in accordance with GAAP. For a definition of PV-10 and a reconciliation to the standardized measure of discounted future net cash flows, please see
“Items 1 and 2. Business and Properties—Our Reserves and Production Information”.
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(c) Year
Ended December 31, 2018
|
|
(a) Ten Months Ended
December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c)-((a)+(b)) Change
|
|
%
Change |
|||||||||
|
|
|
(in thousands)
|
|
|
||||||||||||||
Revenues and other:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil, natural gas and NGL sales
|
$
|
552,874
|
|
|
$
|
357,928
|
|
|
|
$
|
74,120
|
|
|
$
|
120,826
|
|
|
28
|
%
|
Electricity sales
|
35,208
|
|
|
21,972
|
|
|
|
3,655
|
|
|
9,581
|
|
|
37
|
%
|
||||
Gains (losses) on oil derivatives
|
(4,621
|
)
|
|
(66,900
|
)
|
|
|
12,886
|
|
|
49,393
|
|
|
(91
|
)%
|
||||
Marketing revenues
|
2,322
|
|
|
2,694
|
|
|
|
633
|
|
|
(1,005
|
)
|
|
(30
|
)%
|
||||
Other revenues
|
774
|
|
|
3,975
|
|
|
|
1,424
|
|
|
(4,625
|
)
|
|
(86
|
)%
|
||||
Total revenues and other
|
586,557
|
|
|
319,669
|
|
|
|
92,718
|
|
|
174,170
|
|
|
42
|
%
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lease operating expenses
|
188,776
|
|
|
149,599
|
|
|
|
28,238
|
|
|
10,939
|
|
|
6
|
%
|
||||
Electricity generation expenses
|
20,619
|
|
|
14,894
|
|
|
|
3,197
|
|
|
2,528
|
|
|
14
|
%
|
||||
Transportation expenses
|
9,860
|
|
|
19,238
|
|
|
|
6,194
|
|
|
(15,572
|
)
|
|
(61
|
)%
|
||||
Marketing expenses
|
2,140
|
|
|
2,320
|
|
|
|
653
|
|
|
(833
|
)
|
|
(28
|
)%
|
||||
General and administrative expenses
|
54,026
|
|
|
56,009
|
|
|
|
7,964
|
|
|
(9,947
|
)
|
|
(16
|
)%
|
||||
Depreciation, depletion and amortization
|
86,271
|
|
|
68,478
|
|
|
|
28,149
|
|
|
(10,356
|
)
|
|
(11
|
)%
|
||||
Taxes, other than income taxes
|
33,117
|
|
|
34,211
|
|
|
|
5,212
|
|
|
(6,306
|
)
|
|
(16
|
)%
|
||||
(Gains) losses on natural gas derivatives
|
(6,357
|
)
|
|
—
|
|
|
|
—
|
|
|
(6,357
|
)
|
|
(100
|
)%
|
||||
(Gains) losses on sale of assets and other, net
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
(183
|
)
|
|
20,366
|
|
|
(88
|
)%
|
||||
Total expenses and other
|
385,705
|
|
|
321,819
|
|
|
|
79,424
|
|
|
(15,538
|
)
|
|
(4
|
)%
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
(35,648
|
)
|
|
(18,454
|
)
|
|
|
(8,245
|
)
|
|
(8,949
|
)
|
|
34
|
%
|
||||
Other, net
|
243
|
|
|
4,071
|
|
|
|
(63
|
)
|
|
(3,765
|
)
|
|
(94
|
)%
|
||||
Reorganization items, net
|
24,690
|
|
|
(1,732
|
)
|
|
|
(507,720
|
)
|
|
534,142
|
|
|
(105
|
)%
|
||||
Income (loss) before income taxes
|
190,137
|
|
|
(18,265
|
)
|
|
|
(502,734
|
)
|
|
711,136
|
|
|
(136
|
)%
|
||||
Income tax expense (benefit)
|
43,035
|
|
|
2,803
|
|
|
|
230
|
|
|
40,002
|
|
|
1,319
|
%
|
||||
Net income (loss)
|
147,102
|
|
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
671,134
|
|
|
(128
|
)%
|
||
Series A Preferred Stock dividends and conversion to common stock
|
(97,942
|
)
|
|
(18,248
|
)
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
49,160
|
|
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|||||||||||||
|
(c) Year
Ended December 31, 2018
|
|
(a) Ten Months Ended
December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c)-((a)+(b)) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|||||||||||||||
Severance taxes
|
$
|
9,373
|
|
|
$
|
8,992
|
|
|
|
$
|
1,540
|
|
|
$
|
(1,159
|
)
|
|
(11
|
)%
|
Ad valorem taxes
|
13,556
|
|
|
11,599
|
|
|
|
2,108
|
|
|
(151
|
)
|
|
(1
|
)%
|
||||
Greenhouse gas allowances
|
10,188
|
|
|
13,620
|
|
|
|
1,564
|
|
|
(4,996
|
)
|
|
(33
|
)%
|
||||
Total taxes other than income taxes
|
$
|
33,117
|
|
|
$
|
34,211
|
|
|
|
$
|
5,212
|
|
|
$
|
(6,306
|
)
|
|
(16
|
)%
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(c) Year
Ended December 31, 2018
|
|
(a) Ten Months Ended
December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c)-((a)+(b)) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
(35,648
|
)
|
|
$
|
(18,454
|
)
|
|
|
$
|
(8,245
|
)
|
|
$
|
(8,949
|
)
|
|
34
|
%
|
Other, net
|
243
|
|
|
4,071
|
|
|
|
(63
|
)
|
|
(3,765
|
)
|
|
(94
|
)%
|
||||
Total other income (expenses)
|
$
|
(35,405
|
)
|
|
$
|
(14,383
|
)
|
|
|
$
|
(8,308
|
)
|
|
$
|
(12,714
|
)
|
|
56
|
%
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(c) Year
Ended December 31, 2018
|
|
(a) Ten Months Ended
December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c)-((a)+(b)) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|||||||||||||||
Return of undistributed funds from cash distribution pool
|
$
|
22,855
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
22,855
|
|
|
100
|
%
|
|
Gains on resolution of pre-emergence liabilities and claims
|
3,713
|
|
|
—
|
|
|
|
—
|
|
|
3,713
|
|
|
100
|
%
|
||||
Legal and other professional advisory fees
|
(3,083
|
)
|
|
(1,027
|
)
|
|
|
(19,481
|
)
|
|
17,425
|
|
|
(85
|
)%
|
||||
Gains on settlement of liabilities subject to compromise
|
—
|
|
|
—
|
|
|
|
421,774
|
|
|
(421,774
|
)
|
|
(100
|
)%
|
||||
Fresh-start valuation adjustments
|
—
|
|
|
—
|
|
|
|
(920,699
|
)
|
|
920,699
|
|
|
(100
|
)%
|
||||
Other
|
1,205
|
|
|
(705
|
)
|
|
|
10,686
|
|
|
(8,776
|
)
|
|
(88
|
)%
|
||||
Total reorganization items, net
|
$
|
24,690
|
|
|
$
|
(1,732
|
)
|
|
|
$
|
(507,720
|
)
|
|
$
|
534,142
|
|
|
(105
|
)%
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(a) Ten Months Ended
December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c) Year Ended December 31, 2016
|
|
((a)+(b))-(c)
Change |
|
%
Change |
|||||||||
|
(in thousands)
|
|
|
||||||||||||||||
Revenues and other:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Oil, natural gas and NGL sales
|
$
|
357,928
|
|
|
|
$
|
74,120
|
|
|
$
|
392,345
|
|
|
$
|
39,703
|
|
|
10
|
%
|
Electricity sales
|
21,972
|
|
|
|
3,655
|
|
|
23,204
|
|
|
2,423
|
|
|
10
|
%
|
||||
Gains (losses) on oil derivatives
|
(66,900
|
)
|
|
|
12,886
|
|
|
(15,781
|
)
|
|
(38,233
|
)
|
|
(242
|
)%
|
||||
Marketing revenues
|
2,694
|
|
|
|
633
|
|
|
3,653
|
|
|
(326
|
)
|
|
(9
|
)%
|
||||
Other revenues
|
3,975
|
|
|
|
1,424
|
|
|
7,570
|
|
|
(2,171
|
)
|
|
(29
|
)%
|
||||
Total revenues and other
|
319,669
|
|
|
|
92,718
|
|
|
410,991
|
|
|
1,396
|
|
|
—%
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Lease operating expenses
|
149,599
|
|
|
|
28,238
|
|
|
185,056
|
|
|
(7,219
|
)
|
|
(4
|
)%
|
||||
Electricity generation expenses
|
14,894
|
|
|
|
3,197
|
|
|
17,133
|
|
|
958
|
|
|
6
|
%
|
||||
Transportation expenses
|
19,238
|
|
|
|
6,194
|
|
|
41,619
|
|
|
(16,187
|
)
|
|
(39
|
)%
|
||||
Marketing expenses
|
2,320
|
|
|
|
653
|
|
|
3,100
|
|
|
(127
|
)
|
|
(4
|
)%
|
||||
General and administrative expenses
|
56,009
|
|
|
|
7,964
|
|
|
79,236
|
|
|
(15,263
|
)
|
|
(19
|
)%
|
||||
Depreciation, depletion and amortization
|
68,478
|
|
|
|
28,149
|
|
|
178,223
|
|
|
(81,596
|
)
|
|
(46
|
)%
|
||||
Impairment of long-lived assets
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
|
(1,030,588
|
)
|
|
(100
|
)%
|
||||
Taxes, other than income taxes
|
34,211
|
|
|
|
5,212
|
|
|
25,113
|
|
|
14,310
|
|
|
57
|
%
|
||||
(Gains) losses on sale of assets and other, net
|
(22,930
|
)
|
|
|
(183
|
)
|
|
(109
|
)
|
|
(23,004
|
)
|
|
(21,105
|
)%
|
||||
Total expenses and other
|
321,819
|
|
|
|
79,424
|
|
|
1,559,959
|
|
|
(1,158,716
|
)
|
|
(74
|
)%
|
||||
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
(18,454
|
)
|
|
|
(8,245
|
)
|
|
(61,268
|
)
|
|
34,569
|
|
|
56
|
%
|
||||
Other, net
|
4,071
|
|
|
|
(63
|
)
|
|
(182
|
)
|
|
4,190
|
|
|
2,302
|
%
|
||||
Reorganization items, net
|
(1,732
|
)
|
|
|
(507,720
|
)
|
|
(72,662
|
)
|
|
(436,790
|
)
|
|
(601
|
)%
|
||||
Income (loss) before income taxes
|
(18,265
|
)
|
|
|
(502,734
|
)
|
|
(1,283,080
|
)
|
|
762,081
|
|
|
59
|
%
|
||||
Income tax expense (benefit)
|
2,803
|
|
|
|
230
|
|
|
116
|
|
|
2,917
|
|
|
2,514
|
%
|
||||
Net income (loss)
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
|
$
|
759,164
|
|
|
59
|
%
|
|
Series A Preferred Stock dividends and conversion to common stock
|
(18,248
|
)
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
||||||||
|
Ten Months Ended December 31, 2017
|
|
|
Two Months
Ended February 28, 2017 |
|
Year
Ended December 31, 2016
|
||||||
|
(in thousands)
|
|||||||||||
California operating area
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
984,288
|
|
Uinta basin operating area
|
—
|
|
|
|
—
|
|
|
26,677
|
|
|||
East Texas operating area
(1)
|
—
|
|
|
|
—
|
|
|
6,387
|
|
|||
Proved oil and natural gas properties
|
—
|
|
|
|
—
|
|
|
1,017,352
|
|
|||
Unproved oil and natural gas properties
|
—
|
|
|
|
—
|
|
|
13,236
|
|
|||
Impairment of long-lived assets
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
1,030,588
|
|
(1)
|
On November 30, 2018, we sold our non-core gas-producing properties and related assets located in the East Texas basin.
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|||||||||||||
|
(a) Ten Months Ended December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c) Year
Ended December 31, 2016
|
|
((a)+(b))-(c) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||||
Severance taxes
|
$
|
8,992
|
|
|
|
$
|
1,540
|
|
|
$
|
7,968
|
|
|
$
|
2,564
|
|
|
32
|
%
|
Ad valorem taxes
|
11,599
|
|
|
|
2,108
|
|
|
10,951
|
|
|
2,756
|
|
|
25
|
%
|
||||
Greenhouse gas allowances
|
13,620
|
|
|
|
1,564
|
|
|
6,063
|
|
|
9,121
|
|
|
150
|
%
|
||||
Other
|
—
|
|
|
|
—
|
|
|
131
|
|
|
(131
|
)
|
|
(100
|
)%
|
||||
Total taxes other than income taxes
|
$
|
34,211
|
|
|
|
$
|
5,212
|
|
|
$
|
25,113
|
|
|
$
|
14,310
|
|
|
57
|
%
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(a) Ten Months Ended December 31, 2017
|
|
|
(b) Two Months Ended February 28, 2017
|
|
(c) Year
Ended December 31, 2016
|
|
((a)+(b))-(c) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||||
Interest expense
|
$
|
(18,454
|
)
|
|
|
$
|
(8,245
|
)
|
|
$
|
(61,268
|
)
|
|
$
|
34,569
|
|
|
56
|
%
|
Other, net
|
4,071
|
|
|
|
(63
|
)
|
|
(182
|
)
|
|
4,190
|
|
|
2,302
|
%
|
||||
Total other income (expenses)
|
$
|
(14,383
|
)
|
|
|
$
|
(8,308
|
)
|
|
$
|
(61,450
|
)
|
|
$
|
38,759
|
|
|
63
|
%
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC
(Predecessor) |
|
|
|
|
|||||||||||
|
(a) Ten Months Ended December 31, 2017
|
|
|
(b) Two Months
Ended February 28, 2017
|
|
(c) Year Ended December 31, 2016
|
|
((a)+(b))-(c) change
|
|
% change
|
|||||||||
|
(in thousands)
|
|
|
|
|
||||||||||||||
Gains on settlement of liabilities subject to compromise
|
$
|
—
|
|
|
|
$
|
421,774
|
|
|
$
|
—
|
|
|
$
|
421,774
|
|
|
—
|
|
Legal and other professional advisory fees
|
(1,732
|
)
|
|
|
(19,481
|
)
|
|
(30,130
|
)
|
|
8,917
|
|
|
30
|
%
|
||||
Unamortized premiums
|
—
|
|
|
|
—
|
|
|
10,923
|
|
|
(10,923
|
)
|
|
(100
|
)%
|
||||
Terminated contracts
|
—
|
|
|
|
—
|
|
|
(55,148
|
)
|
|
55,148
|
|
|
100
|
%
|
||||
Fresh-start valuation adjustments
|
—
|
|
|
|
(920,699
|
)
|
|
—
|
|
|
(920,699
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
|
10,686
|
|
|
1,693
|
|
|
8,993
|
|
|
531
|
%
|
||||
Total reorganization items, net
|
$
|
(1,732
|
)
|
|
|
$
|
(507,720
|
)
|
|
$
|
(72,662
|
)
|
|
$
|
(436,790
|
)
|
|
(601
|
)%
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended
February 28, 2017 |
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Net cash:
|
|
|
|
|
|
|
|
|
||||||||
Provided by (used in) operating activities
(1)
|
$
|
103,100
|
|
|
$
|
107,399
|
|
|
|
$
|
22,431
|
|
|
$
|
13,197
|
|
Used in investing activities
|
(119,069
|
)
|
|
(80,525
|
)
|
|
|
(3,133
|
)
|
|
(34,602
|
)
|
||||
Provided by (used in) financing activities
|
15,911
|
|
|
(43,170
|
)
|
|
|
(162,668
|
)
|
|
(1,701
|
)
|
||||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(58
|
)
|
|
$
|
(16,296
|
)
|
|
|
$
|
(143,370
|
)
|
|
$
|
(23,106
|
)
|
(1)
|
The amounts provided by operating activities in 2018 were negatively impacted by a one-time $127 million payment in May 2018 for early termination on derivatives.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Capital expenditures
(1)
|
|
|
|
|
|
|
|
|
||||||||
Development of oil and natural gas properties
|
$
|
(112,225
|
)
|
|
$
|
(52,712
|
)
|
|
|
$
|
(859
|
)
|
|
$
|
(21,988
|
)
|
Purchase of other property and equipment
|
(15,056
|
)
|
|
(12,767
|
)
|
|
|
(2,299
|
)
|
|
(12,808
|
)
|
||||
Proceeds from sale of properties and equipment and other
|
8,212
|
|
|
234,292
|
|
|
|
25
|
|
|
194
|
|
||||
Acquisition of properties
|
—
|
|
|
(249,338
|
)
|
|
|
—
|
|
|
—
|
|
||||
Cash used in investing activities:
|
$
|
(119,069
|
)
|
|
$
|
(80,525
|
)
|
|
|
$
|
(3,133
|
)
|
|
$
|
(34,602
|
)
|
(1)
|
Based on actual cash payments rather than accrual.
|
|
|
Payments Due
|
||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Thereafter
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2026 Notes
|
|
400,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400,000
|
|
|||||
Interest
(1)
|
|
199,529
|
|
|
28,000
|
|
|
56,000
|
|
|
56,000
|
|
|
59,529
|
|
|||||
Other:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commodity derivatives
|
|
1,385
|
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Off-Balance Sheet arrangements:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Processing and transportation contracts
(2)
|
|
12,769
|
|
|
3,195
|
|
|
5,923
|
|
|
3,651
|
|
|
—
|
|
|||||
Operating lease obligations
|
|
2,482
|
|
|
1,290
|
|
|
637
|
|
|
555
|
|
|
—
|
|
|||||
Other
(3)
|
|
6,000
|
|
|
6,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
|
$
|
622,165
|
|
|
$
|
39,870
|
|
|
$
|
62,560
|
|
|
$
|
60,206
|
|
|
$
|
459,529
|
|
(1)
|
Represents interest on the 2026 Notes computed at 7.0% through contractual maturity in 2026.
|
(2)
|
Amounts include payments which will become due under long-term agreements to purchase goods and services used in the normal course of business to secure transportation of our natural gas production to market as well as pipeline and processing capacity.
|
(3)
|
Included are obligations of approximately $6 million, which could be higher if we elect to construct, or begin construction of, the road in which case we are obligated to cover 100% of the first
$9 million
of construction costs plus
50%
of the all construction costs above
$9 million
. Alternatively, we can provide long-term access to an existing road.
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
68,680
|
|
|
$
|
33,905
|
|
Accounts receivable, net
|
$
|
57,379
|
|
|
$
|
54,720
|
|
Derivative instruments - current and long-term
|
$
|
91,885
|
|
|
$
|
—
|
|
Restricted cash
|
$
|
—
|
|
|
$
|
34,833
|
|
Other current assets
|
$
|
14,367
|
|
|
$
|
14,066
|
|
Property, plant & equipment, net
|
$
|
1,442,708
|
|
|
$
|
1,387,191
|
|
Other non-current assets
|
$
|
17,244
|
|
|
$
|
21,687
|
|
Accounts payable and accrued liabilities
|
$
|
144,118
|
|
|
$
|
97,877
|
|
Derivative instruments - current and long-term
|
$
|
—
|
|
|
$
|
75,281
|
|
Liabilities subject to compromise
|
$
|
—
|
|
|
$
|
34,833
|
|
Long-term debt
|
$
|
391,786
|
|
|
$
|
379,000
|
|
Asset retirement obligation
|
$
|
89,176
|
|
|
$
|
94,509
|
|
Other non-current liabilities
|
$
|
14,902
|
|
|
$
|
3,704
|
|
Equity
|
$
|
1,006,446
|
|
|
$
|
859,310
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Adjusted EBITDA reconciliation to net income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
Add (Subtract):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
35,648
|
|
|
18,454
|
|
|
|
8,245
|
|
|
61,268
|
|
||||
Income tax (benefit) expense
|
43,035
|
|
|
2,803
|
|
|
|
230
|
|
|
116
|
|
||||
Depreciation, depletion, and amortization
|
86,271
|
|
|
68,478
|
|
|
|
28,149
|
|
|
178,223
|
|
||||
Derivative (gains) losses
|
(1,735
|
)
|
|
66,900
|
|
|
|
(12,886
|
)
|
|
20,386
|
|
||||
Net cash received (paid) for scheduled derivative settlements
(1)
|
(38,482
|
)
|
|
3,068
|
|
|
|
534
|
|
|
9,708
|
|
||||
(Gains) losses on sale of assets and other
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
(183
|
)
|
|
(109
|
)
|
||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
||||
Stock compensation expense
|
6,750
|
|
|
1,851
|
|
|
|
—
|
|
|
—
|
|
||||
Non-recurring restructuring and other costs
|
6,773
|
|
|
30,325
|
|
|
|
—
|
|
|
—
|
|
||||
Reorganization items, net
|
(24,690
|
)
|
|
1,732
|
|
|
|
507,720
|
|
|
72,662
|
|
||||
Adjusted EBITDA
|
$
|
257,924
|
|
|
$
|
149,613
|
|
|
|
$
|
28,845
|
|
|
$
|
89,646
|
|
(1)
|
Net cash received (paid) for scheduled derivative settlements does not include the $127 million in cash paid for early terminated derivatives.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Adjusted EBITDA and Levered Free Cash Flow reconciliation to net cash provided (used) by operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net cash provided by (used in) operating activities
|
$
|
103,100
|
|
|
$
|
107,399
|
|
|
|
$
|
22,431
|
|
|
$
|
13,197
|
|
Add (Subtract):
|
|
|
|
|
|
|
|
|
||||||||
Cash interest payments
|
19,761
|
|
|
14,276
|
|
|
|
8,057
|
|
|
57,759
|
|
||||
Cash income tax payments
|
(1,901
|
)
|
|
1,994
|
|
|
|
—
|
|
|
347
|
|
||||
Cash reorganization item (receipts) payments
|
832
|
|
|
1,732
|
|
|
|
11,838
|
|
|
19,116
|
|
||||
Non-recurring restructuring and other costs
|
6,773
|
|
|
30,325
|
|
|
|
—
|
|
|
—
|
|
||||
Derivative early termination payment
|
126,949
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Other changes in operating assets and liabilities
|
2,410
|
|
|
(6,113
|
)
|
|
|
(13,323
|
)
|
|
(876
|
)
|
||||
Other, net
|
—
|
|
|
—
|
|
|
|
(158
|
)
|
|
103
|
|
||||
Adjusted EBITDA
|
257,924
|
|
|
149,613
|
|
|
|
28,845
|
|
|
89,646
|
|
||||
Subtract:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures - accrual basis
|
(147,831
|
)
|
|
(67,963
|
)
|
|
|
(5,406
|
)
|
|
(34,796
|
)
|
||||
Interest expense
|
(35,648
|
)
|
|
(18,454
|
)
|
|
|
(8,245
|
)
|
|
(61,268
|
)
|
||||
Cash dividends declared
(1)
|
(28,658
|
)
|
|
(18,248
|
)
|
|
|
—
|
|
|
—
|
|
||||
Levered Free Cash Flow
(2)
|
$
|
45,787
|
|
|
$
|
44,948
|
|
|
|
$
|
15,194
|
|
|
$
|
(6,418
|
)
|
(1)
|
Cash dividends declared in 2018 include
$11 million
of dividends for Series A Preferred Stock for the first two quarters of 2018 and
$17 million
of dividends for common stock. In connection with our IPO in July 2018, all of our outstanding Series A Preferred Stock was automatically converted into common stock. Common stock dividends were $0.09 per share for the third quarter of 2018, which was pro-rated from the date of our IPO through September 30, 2018, and $0.12 per share for the fourth quarter of 2018.
|
(2)
|
Levered Free Cash Flow includes cash paid for scheduled derivative settlements of
$38 million
for the year ended December 31, 2018 and cash received for scheduled derivative settlements of $3 million for the ten months ended December 31, 2017, $1 million for the two months ended February 28, 2017, and $10 million for the year ended December 31, 2016.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Adjusted Net Income (Loss) reconciliation to Net income (loss)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
Add (Subtract):
|
|
|
|
|
|
|
|
|
||||||||
(Gains) losses on oil and natural gas derivatives
|
(1,735
|
)
|
|
66,900
|
|
|
|
(12,886
|
)
|
|
20,386
|
|
||||
Net cash received (paid) for scheduled derivative settlements
|
(38,482
|
)
|
|
3,068
|
|
|
|
534
|
|
|
9,708
|
|
||||
(Gains) losses on sale of assets and other, net
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
(183
|
)
|
|
(109
|
)
|
||||
Impairments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
||||
Non-recurring restructuring and other costs
|
6,773
|
|
|
30,325
|
|
|
|
—
|
|
|
—
|
|
||||
Reorganization items, net
|
(24,690
|
)
|
|
1,732
|
|
|
|
507,720
|
|
|
72,662
|
|
||||
Total additions (subtractions), net
|
(60,881
|
)
|
|
79,095
|
|
|
|
495,185
|
|
|
1,133,235
|
|
||||
Income tax benefit (expense) of adjustments at effective tax rate
(1)
|
13,780
|
|
|
(22,147
|
)
|
|
|
—
|
|
|
—
|
|
||||
Adjusted Net Income (Loss)
|
$
|
100,001
|
|
|
$
|
35,880
|
|
|
|
$
|
(7,779
|
)
|
|
$
|
(149,961
|
)
|
(1)
|
For the ten months ended December 31, 2017, our effective tax rate was (15%) due to a net loss and valuation allowances. For purposes of this calculation, we used the statutory rate for this period, which was 28%.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Adjusted General and Administrative Expense reconciliation to general and administrative expenses:
|
|
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
$
|
54,026
|
|
|
$
|
56,009
|
|
|
|
$
|
7,964
|
|
|
$
|
79,236
|
|
Subtract:
|
|
|
|
|
|
|
|
|
||||||||
Non-recurring restructuring and other costs
|
(6,773
|
)
|
|
(30,325)
|
|
|
|
—
|
|
|
—
|
|
||||
Non-cash stock compensation expense
|
(6,585
|
)
|
|
(1,819)
|
|
|
|
—
|
|
|
—
|
|
||||
Adjusted General and Administrative Expenses
|
$
|
40,668
|
|
|
$
|
23,865
|
|
|
|
$
|
7,964
|
|
|
$
|
79,236
|
|
•
|
volatility of oil, natural gas and NGL prices;
|
•
|
inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures and meet working capital requirements;
|
•
|
price and availability of natural gas;
|
•
|
our ability to use derivative instruments to manage commodity price risk;
|
•
|
impact of environmental, health and safety, and other governmental regulations, and of current, pending, or future legislation;
|
•
|
uncertainties associated with estimating proved reserves and related future cash flows;
|
•
|
our inability to replace our reserves through exploration and development activities;
|
•
|
our ability to obtain permits and otherwise to meet our proposed drilling schedule and to successfully drill wells that produce oil and natural gas in commercially viable quantities;
|
•
|
changes in tax laws;
|
•
|
effects of competition;
|
•
|
our ability to make acquisitions and successfully integrate any acquired businesses;
|
•
|
market fluctuations in electricity prices and the cost of steam;
|
•
|
asset impairments from commodity price declines;
|
•
|
large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies;
|
•
|
geographical concentration of our operations;
|
•
|
our ability to improve our financial results and profitability following our emergence from bankruptcy and other risks and uncertainties related to our emergence from bankruptcy;
|
•
|
impact of derivatives legislation affecting our ability to hedge;
|
•
|
ineffectiveness of internal controls;
|
•
|
concerns about climate change and other air quality issues;
|
•
|
catastrophic events;
|
•
|
litigation;
|
•
|
our ability to retain key members of our senior management and key technical employees; and
|
•
|
information technology failures or cyber attacks.
|
|
Page
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands, except share amounts)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
68,680
|
|
|
$
|
33,905
|
|
Accounts receivable, net of allowance for doubtful accounts of $950 at December 31, 2018 and $970 at December 31, 2017
|
57,379
|
|
|
54,720
|
|
||
Derivative instruments
|
88,596
|
|
|
—
|
|
||
Restricted cash
|
—
|
|
|
34,833
|
|
||
Other current assets
|
14,367
|
|
|
14,066
|
|
||
Total current assets
|
229,022
|
|
|
137,524
|
|
||
Non-current assets:
|
|
|
|
||||
Oil and natural gas properties
|
1,461,993
|
|
|
1,342,453
|
|
||
Accumulated depletion and amortization
|
(123,217
|
)
|
|
(54,785
|
)
|
||
Total oil and natural gas properties, net
|
1,338,776
|
|
|
1,287,668
|
|
||
Other property and equipment
|
119,710
|
|
|
104,879
|
|
||
Accumulated depreciation
|
(15,778
|
)
|
|
(5,356
|
)
|
||
Total other property and equipment, net
|
103,932
|
|
|
99,523
|
|
||
Derivative instruments
|
3,289
|
|
|
—
|
|
||
Other non-current assets
|
17,244
|
|
|
21,687
|
|
||
Total assets
|
$
|
1,692,263
|
|
|
$
|
1,546,402
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
144,118
|
|
|
$
|
97,877
|
|
Derivative instruments
|
—
|
|
|
49,949
|
|
||
Liabilities subject to compromise
|
—
|
|
|
34,833
|
|
||
Total current liabilities
|
144,118
|
|
|
182,659
|
|
||
Non-current liabilities:
|
|
|
|
||||
Long term debt
|
391,786
|
|
|
379,000
|
|
||
Derivative instruments
|
—
|
|
|
25,332
|
|
||
Deferred income taxes
|
45,835
|
|
|
1,888
|
|
||
Asset retirement obligation
|
89,176
|
|
|
94,509
|
|
||
Other non-current liabilities
|
14,902
|
|
|
3,704
|
|
||
Commitments and Contingencies - Note 7
|
|
|
|
||||
Equity:
|
|
|
|
||||
Series A Preferred Stock ($.001 par value; 250,000,000 shares authorized; none outstanding at December 31, 2018 and 35,845,001 shares outstanding at December 31, 2017)
|
—
|
|
|
335,000
|
|
||
Common stock ($.001 par value; 750,000,000 shares authorized; 81,651,098 and 32,920,000 shares issued; and 81,202,437 and 32,920,000 shares outstanding, at December 31, 2018 and December 31, 2017, respectively)
|
82
|
|
|
33
|
|
||
Additional paid-in capital
|
914,540
|
|
|
545,345
|
|
||
Treasury stock, at cost (448,661 shares at December 31, 2018 and none at December 31, 2017)
|
(24,218
|
)
|
|
—
|
|
||
Retained earnings (accumulated deficit)
|
116,042
|
|
|
(21,068
|
)
|
||
Total equity
|
1,006,446
|
|
|
859,310
|
|
||
Total liabilities and equity
|
$
|
1,692,263
|
|
|
$
|
1,546,402
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands, except per share amounts)
|
|||||||||||||||
Revenues and other:
|
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and natural gas liquid sales
|
$
|
552,874
|
|
|
$
|
357,928
|
|
|
|
$
|
74,120
|
|
|
$
|
392,345
|
|
Electricity sales
|
35,208
|
|
|
21,972
|
|
|
|
3,655
|
|
|
23,204
|
|
||||
Gains (losses) on oil derivatives
|
(4,621
|
)
|
|
(66,900
|
)
|
|
|
12,886
|
|
|
(15,781
|
)
|
||||
Marketing revenues
|
2,322
|
|
|
2,694
|
|
|
|
633
|
|
|
3,653
|
|
||||
Other revenues
|
774
|
|
|
3,975
|
|
|
|
1,424
|
|
|
7,570
|
|
||||
Total revenues and other
|
586,557
|
|
|
319,669
|
|
|
|
92,718
|
|
|
410,991
|
|
||||
Expenses and other:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
188,776
|
|
|
149,599
|
|
|
|
28,238
|
|
|
185,056
|
|
||||
Electricity generation expenses
|
20,619
|
|
|
14,894
|
|
|
|
3,197
|
|
|
17,133
|
|
||||
Transportation expenses
|
9,860
|
|
|
19,238
|
|
|
|
6,194
|
|
|
41,619
|
|
||||
Marketing expenses
|
2,140
|
|
|
2,320
|
|
|
|
653
|
|
|
3,100
|
|
||||
General and administrative expenses
|
54,026
|
|
|
56,009
|
|
|
|
7,964
|
|
|
79,236
|
|
||||
Depreciation, depletion and amortization
|
86,271
|
|
|
68,478
|
|
|
|
28,149
|
|
|
178,223
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
||||
Taxes, other than income taxes
|
33,117
|
|
|
34,211
|
|
|
|
5,212
|
|
|
25,113
|
|
||||
(Gains) losses on natural gas derivatives
|
(6,357
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
(Gains) losses on sale of assets and other, net
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
(183
|
)
|
|
(109
|
)
|
||||
Total expenses and other
|
385,705
|
|
|
321,819
|
|
|
|
79,424
|
|
|
1,559,959
|
|
||||
Other income (expenses):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(35,648
|
)
|
|
(18,454
|
)
|
|
|
(8,245
|
)
|
|
(61,268
|
)
|
||||
Other, net
|
243
|
|
|
4,071
|
|
|
|
(63
|
)
|
|
(182
|
)
|
||||
Total other income (expenses)
|
(35,405
|
)
|
|
(14,383
|
)
|
|
|
(8,308
|
)
|
|
(61,450
|
)
|
||||
Reorganization items, net
|
24,690
|
|
|
(1,732
|
)
|
|
|
(507,720
|
)
|
|
(72,662
|
)
|
||||
Income (loss) before income taxes
|
190,137
|
|
|
(18,265
|
)
|
|
|
(502,734
|
)
|
|
(1,283,080
|
)
|
||||
Income tax expense (benefit)
|
43,035
|
|
|
2,803
|
|
|
|
230
|
|
|
116
|
|
||||
Net income (loss)
|
147,102
|
|
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
||
Series A Preferred Stock dividends and conversion to common stock
|
(97,942
|
)
|
|
(18,248
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||||
Net income (loss) attributable to common stockholders
|
$
|
49,160
|
|
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||
Income (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
|
n/a
|
|
||
Diluted
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
|
n/a
|
|
|
Berry LLC (Predecessor)
|
||||||||||
|
Member’s Capital
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Member’s Equity
|
||||||
|
(in thousands)
|
||||||||||
December 31, 2015
|
$
|
2,798,713
|
|
|
$
|
(1,012,554
|
)
|
|
$
|
1,786,159
|
|
Net loss
|
—
|
|
|
(1,283,196
|
)
|
|
(1,283,196
|
)
|
|||
December 31, 2016
|
2,798,713
|
|
|
(2,295,750
|
)
|
|
502,963
|
|
|||
Net loss
|
—
|
|
|
(502,964
|
)
|
|
(502,964
|
)
|
|||
Other
|
1
|
|
|
—
|
|
|
1
|
|
|||
Balance before cancellation of Predecessor Equity
|
2,798,714
|
|
|
(2,798,714
|
)
|
|
—
|
|
|||
Cancellation of Predecessor Equity
|
(2,798,714
|
)
|
|
2,798,714
|
|
|
—
|
|
|||
Predecessor February 28, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Berry Corp. (Successor)
|
||||||||||||||||||||||
|
Series A Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Treasury Stock
|
|
Retained Earnings (Accumulated Deficit)
|
|
Total Equity
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Issuance of Series A convertible preferred stock
|
$
|
335,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
335,000
|
|
Issuance of Common Stock
|
—
|
|
|
33
|
|
|
543,494
|
|
|
—
|
|
|
—
|
|
|
543,527
|
|
||||||
Successor February 28, 2017
|
335,000
|
|
|
33
|
|
|
543,494
|
|
|
—
|
|
|
—
|
|
|
878,527
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,068
|
)
|
|
(21,068
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
1,851
|
|
|
—
|
|
|
—
|
|
|
1,851
|
|
||||||
December 31, 2017
|
335,000
|
|
|
33
|
|
|
545,345
|
|
|
—
|
|
|
(21,068
|
)
|
|
859,310
|
|
||||||
Cash dividends declared on Series A Preferred Stock, $0.308/share
|
—
|
|
|
—
|
|
|
(11,301
|
)
|
|
—
|
|
|
—
|
|
|
(11,301
|
)
|
||||||
Conversion of Series A Preferred Stock into common stock
|
(335,000
|
)
|
|
40
|
|
|
334,960
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Cash payment to Series A Preferred Stockholders
|
—
|
|
|
—
|
|
|
(60,273
|
)
|
|
—
|
|
|
—
|
|
|
(60,273
|
)
|
||||||
Issuance of common stock in initial public offering
|
—
|
|
|
10
|
|
|
133,795
|
|
|
—
|
|
|
—
|
|
|
133,805
|
|
||||||
Repurchase of common stock
|
—
|
|
|
(2
|
)
|
|
(23,710
|
)
|
|
—
|
|
|
—
|
|
|
(23,712
|
)
|
||||||
Shares withheld for payment of taxes on equity awards
|
—
|
|
|
1
|
|
|
(3,700
|
)
|
|
—
|
|
|
—
|
|
|
(3,699
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
6,789
|
|
|
—
|
|
|
—
|
|
|
6,789
|
|
||||||
Purchase of rights to common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,265
|
)
|
|
—
|
|
|
(20,265
|
)
|
||||||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,953
|
)
|
|
—
|
|
|
(3,953
|
)
|
||||||
Dividends declared on common stock, $0.21/share
|
—
|
|
|
—
|
|
|
(7,365
|
)
|
|
—
|
|
|
(9,992
|
)
|
|
(17,357
|
)
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147,102
|
|
|
147,102
|
|
||||||
December 31, 2018
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
914,540
|
|
|
$
|
(24,218
|
)
|
|
$
|
116,042
|
|
|
$
|
1,006,446
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
$
|
(502,964
|
)
|
|
$
|
(1,283,196
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization
|
86,271
|
|
|
68,478
|
|
|
|
28,149
|
|
|
178,223
|
|
||||
Amortization of debt issuance costs
|
5,430
|
|
|
1,988
|
|
|
|
416
|
|
|
1,849
|
|
||||
Impairment of long-lived asset
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
||||
Stock-based compensation expense
|
6,750
|
|
|
1,851
|
|
|
|
—
|
|
|
—
|
|
||||
Deferred income taxes
|
43,946
|
|
|
1,888
|
|
|
|
9
|
|
|
(11
|
)
|
||||
(Decrease) increase in allowance for doubtful accounts
|
(20
|
)
|
|
970
|
|
|
|
—
|
|
|
—
|
|
||||
(Gains) losses on sale of assets and other, net
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
(25
|
)
|
|
(212
|
)
|
||||
Reorganization expenses, net - non-cash
|
(25,523
|
)
|
|
—
|
|
|
|
501,872
|
|
|
43,289
|
|
||||
Derivatives activities:
|
|
|
|
|
|
|
|
|
||||||||
Total (gains) losses
|
(1,735
|
)
|
|
66,900
|
|
|
|
(12,886
|
)
|
|
20,386
|
|
||||
Cash settlements on normal derivatives
|
(38,482
|
)
|
|
3,068
|
|
|
|
534
|
|
|
8,007
|
|
||||
Cash payments on early-terminated derivatives
|
(126,949
|
)
|
|
—
|
|
|
|
—
|
|
|
1,701
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
||||||||
(Increase) decrease in accounts receivable
|
(1,683
|
)
|
|
(7,022
|
)
|
|
|
(9,152
|
)
|
|
(6,556
|
)
|
||||
(Increase) decrease in other assets
|
(3,190
|
)
|
|
(13,175
|
)
|
|
|
(2,842
|
)
|
|
1,962
|
|
||||
Increase (decrease) in accounts payable and accrued expenses
|
19,526
|
|
|
6,619
|
|
|
|
18,330
|
|
|
22,101
|
|
||||
(Decrease) increase in other liabilities
|
(5,596
|
)
|
|
19,832
|
|
|
|
990
|
|
|
(4,934
|
)
|
||||
Net cash provided by (used in) operating activities
|
103,100
|
|
|
107,399
|
|
|
|
22,431
|
|
|
13,197
|
|
||||
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Development of oil and natural gas properties
|
(112,225
|
)
|
|
(52,712
|
)
|
|
|
(859
|
)
|
|
(21,988
|
)
|
||||
Purchases of other property and equipment
|
(15,056
|
)
|
|
(12,767
|
)
|
|
|
(2,299
|
)
|
|
(12,808
|
)
|
||||
Acquisition of properties
|
—
|
|
|
(249,338
|
)
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from sale of properties and equipment and other
|
8,212
|
|
|
234,292
|
|
|
|
25
|
|
|
194
|
|
||||
Net cash provided by (used in) investing activities
|
(119,069
|
)
|
|
(80,525
|
)
|
|
|
(3,133
|
)
|
|
(34,602
|
)
|
||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Repayments on new credit facility
|
(582,510
|
)
|
|
(23,285
|
)
|
|
|
—
|
|
|
—
|
|
||||
Borrowings under new credit facility
|
203,510
|
|
|
402,285
|
|
|
|
—
|
|
|
—
|
|
||||
IPO proceeds net of issuance costs
|
133,805
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Repurchase of common stock
|
(23,712
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Payment to preferred stockholders in conversion
|
(60,273
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Issuance of 2026 Senior Unsecured Notes
|
400,000
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Dividends paid on Series A Preferred Stock
|
(11,301
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Dividends paid on common stock
|
(7,365
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Purchase of treasury stock
|
(23,351
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Shares withheld for payment of taxes on equity awards
|
(3,699
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Debt issuance costs
|
(9,193
|
)
|
|
(22,170
|
)
|
|
|
—
|
|
|
—
|
|
||||
Borrowings on emergence credit facility
|
—
|
|
|
51,000
|
|
|
|
—
|
|
|
—
|
|
||||
Repayments on emergence credit facility
|
—
|
|
|
(451,000
|
)
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from sale of Series A Preferred Stock
|
—
|
|
|
—
|
|
|
|
335,000
|
|
|
—
|
|
||||
Repayments on pre-emergence credit facility
|
—
|
|
|
—
|
|
|
|
(497,668
|
)
|
|
(1,701
|
)
|
||||
Net cash provided by (used in) financing activities
|
15,911
|
|
|
(43,170
|
)
|
|
|
(162,668
|
)
|
|
(1,701
|
)
|
||||
Net (decrease) increase in cash and cash equivalents
|
(58
|
)
|
|
(16,296
|
)
|
|
|
(143,370
|
)
|
|
(23,106
|
)
|
||||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
|
|
|
||||||||
Beginning
|
68,738
|
|
|
85,034
|
|
|
|
228,404
|
|
|
251,510
|
|
||||
Ending
|
$
|
68,680
|
|
|
$
|
68,738
|
|
|
|
$
|
85,034
|
|
|
$
|
228,404
|
|
|
Berry LLC (Predecessor)
|
||
|
Year Ended December 31, 2016
|
||
|
(in thousands)
|
||
California operating area
|
$
|
984,288
|
|
Uinta basin operating area
|
26,677
|
|
|
East Texas operating area
|
6,387
|
|
|
Total non-cash impairment charges
|
$
|
1,017,352
|
|
|
Berry Corp.
(Successor) |
|
|
Berry LLC
(Predecessor) |
||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended
February 28, 2017
|
||||||
|
(in thousands)
|
|||||||||||
Beginning balance
|
$
|
97,422
|
|
|
$
|
113,275
|
|
|
|
$
|
141,798
|
|
Liabilities incurred
|
4,901
|
|
|
—
|
|
|
|
152
|
|
|||
Settlements and payments
|
(3,555
|
)
|
|
(2,333)
|
|
|
|
(861)
|
|
|||
Accretion expense
|
6,258
|
|
|
5,562
|
|
|
|
1,112
|
|
|||
Reduction due to property sales
|
(4,145
|
)
|
|
(19,082)
|
|
|
|
—
|
|
|||
Revisions
|
(5,333
|
)
|
|
—
|
|
|
|
—
|
|
|||
Fresh-Start adjustment
|
—
|
|
|
—
|
|
|
|
(28,926)
|
|
|||
Ending balance
|
$
|
95,548
|
|
|
$
|
97,422
|
|
|
|
$
|
113,275
|
|
•
|
Linn Acquisition Company, LLC transferred
100%
of the outstanding membership interests in Berry LLC to Berry Corp. pursuant to an assignment agreement, dated February 28, 2017 between Linn Acquisition Company, LLC and Berry Corp. (the “Assignment Agreement”). Under the Assignment Agreement, Berry LLC became a wholly-owned operating subsidiary of Berry Corp.
|
•
|
The holders of claims under the Company’s Second Amended and Restated Credit Agreement, dated November 15, 2010, by and among Berry LLC, as borrower, Wells Fargo Bank, N.A., as administrative agent, and certain lenders, (as amended, the “Pre-Emergence Credit Facility”), received (i) their pro-rated share of a cash paydown and (ii) pro-rated participation in the new facility (the “Emergence Credit Facility”). As a result, all outstanding obligations under the Pre-Emergence Credit Facility were canceled and the agreements governing these obligations were terminated.
|
•
|
Berry LLC, as borrower, entered into the Emergence Credit Facility with the holders of claims under the Pre-Emergence Credit Facility, as lenders, and Wells Fargo Bank, N.A, as administrative agent, providing for a new reserves-based revolving loan with up to
$550 million
in borrowing commitments. For additional information about the Emergence Credit Facility, see Note
5
.
|
•
|
The holders of Berry LLC’s
6.75%
senior notes due 2020, issued by Berry LLC pursuant to a Second Supplemental Indenture, dated November 1, 2010, and
6.375%
senior notes due 2022, issued by Berry LLC pursuant to a Third Supplemental Indenture, dated March 9, 2012 (collectively, the “Unsecured Notes”), received a right to their pro-rated share of either (i)
32,920,000
shares of common stock in Berry Corp. or, for those non-accredited investors holding the Unsecured Notes that irrevocably elected to receive a cash recovery, cash distributions from a
$35 million
cash distribution pool (the “Cash Distribution Pool”) and (ii) specified rights to participate in a two-tranche offering of rights to purchase Series A Preferred Stock at an aggregate purchase price of
$335 million
(as further defined in the Plan, the “Berry Rights Offerings”). As a result, all outstanding obligations under the Unsecured Notes were canceled and the indentures and related agreements governing these obligations were terminated.
|
•
|
The holders of unsecured claims against Berry LLC, (other than the Unsecured Notes) (the “Unsecured Claims”) received a right to their pro-rated share of either (i)
7,080,000
shares of common stock in Berry Corp. or (ii) in the event that such holder irrevocably elected to receive a cash recovery, cash distributions from the Cash Distribution Pool.
After the Effective Date we have negotiated with claimants to settle their claims. As a result, in early 2019, we issued
2,770,000
shares to settle these claims for which we had originally reserved
7,080,000
shares.
|
•
|
Berry LLC settled all intercompany claims against Linn Energy and its affiliates pursuant to a settlement agreement approved as part of the Plan and
the Confirmation Order. The settlement agreement provided Berry LLC with a
$25 million
general unsecured claim against Linn Energy which Berry LLC has fully-reserved.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Return of undistributed funds from cash distribution pool
(1)
|
$
|
22,855
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gains on resolution of pre-emergence liabilities and claims
|
3,713
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Legal and other professional advisory fees
|
(3,083
|
)
|
|
(1,027
|
)
|
|
|
(19,481
|
)
|
|
(30,130
|
)
|
||||
Gains on settlement of liabilities subject to compromise
|
—
|
|
|
—
|
|
|
|
421,774
|
|
|
—
|
|
||||
Fresh-start valuation adjustments
|
—
|
|
|
—
|
|
|
|
(920,699
|
)
|
|
—
|
|
||||
Unamortized premiums
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10,923
|
|
||||
Terminated contracts
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(55,148
|
)
|
||||
Other
|
1,205
|
|
|
(705
|
)
|
|
|
10,686
|
|
|
1,693
|
|
||||
Reorganization items, net
|
$
|
24,690
|
|
|
$
|
(1,732
|
)
|
|
|
$
|
(507,720
|
)
|
|
$
|
(72,662
|
)
|
(1)
|
This amount was reclassed from restricted cash to general cash, thus does not represent a cash transaction.
|
|
As of February 28, 2017
|
||||||||||||||||
|
Berry LLC (Predecessor)
|
|
|
Reorganization Adjustments
(1)
|
|
|
Fresh-Start Adjustments
|
|
|
Berry Corp. (Successor)
|
|||||||
|
(in thousands)
|
||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
27,407
|
|
|
$
|
4,642
|
|
(2)
|
$
|
—
|
|
|
$
|
32,049
|
|
||
Accounts receivable
|
76,027
|
|
|
(15,700
|
)
|
(3)
|
(816
|
)
|
(14
|
)
|
59,511
|
|
|||||
Derivative instruments
|
243
|
|
|
—
|
|
|
—
|
|
|
243
|
|
||||||
Restricted cash
|
128
|
|
|
52,732
|
|
(4)
|
—
|
|
|
52,860
|
|
||||||
Other current assets
|
18,437
|
|
|
(5,558
|
)
|
(5)
|
3,873
|
|
(15
|
)
|
16,752
|
|
|||||
Total current assets
|
122,242
|
|
|
36,116
|
|
|
3,057
|
|
|
161,415
|
|
||||||
Non-current assets:
|
|
|
|
|
|
|
|
||||||||||
Oil and natural gas properties
|
5,031,498
|
|
|
—
|
|
|
(3,787,898
|
)
|
(16
|
)
|
1,243,600
|
|
|||||
Less accumulated depletion and amortization
|
(2,814,999
|
)
|
|
—
|
|
|
2,814,999
|
|
(16
|
)
|
—
|
|
|||||
Total oil and natural gas properties, net
|
2,216,499
|
|
|
—
|
|
|
(972,899
|
)
|
|
1,243,600
|
|
||||||
Other property and equipment
|
124,379
|
|
|
—
|
|
|
(15,576
|
)
|
(17
|
)
|
108,803
|
|
|||||
Less accumulated depreciation
|
(22,107
|
)
|
|
—
|
|
|
22,107
|
|
(17
|
)
|
—
|
|
|||||
Total other property and equipment, net
|
102,273
|
|
|
—
|
|
|
6,530
|
|
|
108,803
|
|
||||||
Derivative instruments
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
||||||
Restricted cash
|
197,939
|
|
|
(197,814
|
)
|
(2)
|
—
|
|
|
125
|
|
||||||
Other non-current assets
|
16,076
|
|
|
151
|
|
(6)
|
30,811
|
|
(18
|
)
|
47,038
|
|
|||||
Total assets
|
$
|
2,655,086
|
|
|
$
|
(161,547
|
)
|
|
$
|
(932,501
|
)
|
|
$
|
1,561,038
|
|
||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued expenses
|
$
|
60,323
|
|
|
$
|
52,371
|
|
(7)
|
$
|
3,818
|
|
(19
|
)
|
$
|
116,512
|
|
|
Derivative instruments
|
5,355
|
|
|
—
|
|
|
—
|
|
|
5,355
|
|
||||||
Current portion of long-term debt, net
|
891,259
|
|
|
(891,259
|
)
|
(8)
|
—
|
|
|
—
|
|
||||||
Other accrued liabilities
|
7,335
|
|
|
(3,760
|
)
|
(9)
|
1,295
|
|
(20
|
)
|
4,870
|
|
|||||
Total current liabilities
|
964,272
|
|
|
(842,648
|
)
|
|
5,113
|
|
|
126,737
|
|
||||||
Non-current liabilities:
|
|
|
|
|
|
|
|
||||||||||
Derivative instruments
|
1,710
|
|
|
—
|
|
|
—
|
|
|
1,710
|
|
||||||
Long-term debt
|
—
|
|
|
400,000
|
|
(10
|
)
|
—
|
|
|
400,000
|
|
|||||
Other non-current liabilities
|
170,979
|
|
|
—
|
|
|
(16,915
|
)
|
(21
|
)
|
154,064
|
|
|||||
Liabilities subject to compromise
|
1,000,336
|
|
|
(1,000,336
|
)
|
(11
|
)
|
—
|
|
|
—
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
||||||||||
Predecessor additional paid-in capital
|
2,798,714
|
|
|
(2,798,714
|
)
|
(12
|
)
|
—
|
|
|
—
|
|
|||||
Predecessor accumulated deficit
|
(2,280,925
|
)
|
|
375,159
|
|
(13
|
)
|
1,905,766
|
|
(22
|
)
|
—
|
|
||||
Successor preferred stock
|
—
|
|
|
335,000
|
|
(12
|
)
|
—
|
|
|
335,000
|
|
|||||
Successor common stock
|
—
|
|
|
33
|
|
(12
|
)
|
—
|
|
|
33
|
|
|||||
Successor additional paid-in capital
|
—
|
|
|
3,369,959
|
|
(12
|
)
|
(2,826,465
|
)
|
(22
|
)
|
543,494
|
|
||||
Total equity
|
517,789
|
|
|
1,281,437
|
|
|
(920,699
|
)
|
|
878,527
|
|
||||||
Total liabilities and equity
|
$
|
2,655,086
|
|
|
$
|
(161,547
|
)
|
|
$
|
(932,501
|
)
|
|
$
|
1,561,038
|
|
(1)
|
Represent amounts recorded as of the Effective Date for the implementation of the Plan, including, among other items, settlement of the Predecessor’s liabilities subject to compromise, repayment of certain of the Predecessor’s debt, cancellation of the Predecessor’s equity,
|
(2)
|
Changes in cash and cash equivalents included the following:
|
|
(in thousands)
|
||
Borrowings under the Emergence Credit Facility
|
$
|
400,000
|
|
Proceeds from issuance of preferred stock pursuant the Berry Rights Offerings
|
335,000
|
|
|
Cash receipt from Linn Energy, LLC for ad valorem taxes
|
23,366
|
|
|
Removal of restriction on cash balance (includes $128 previously recorded as short term)
|
197,942
|
|
|
Payment to the holders of claims under the Pre-Emergence Credit Facility (including $29 in bank fees and $3,760 in interest)
|
(897,663)
|
|
|
Payment of professional fees
|
(992)
|
|
|
Payment of Emergence Credit Facility fee that was capitalized
|
(151)
|
|
|
Funding of the general unsecured claims Cash Distribution Pool
|
(35,000)
|
|
|
Funding of the professional fees escrow account
|
(17,860)
|
|
|
Changes in cash and cash equivalents
|
$
|
4,642
|
|
(3)
|
Collection of overpayment to Linn Energy, LLC for ad valorem taxes.
|
(4)
|
Primarily reflects the transfer to restricted cash to fund the Predecessor’s professional fees escrow account and general unsecured claims Cash Distribution Pool.
|
(5)
|
Primarily reflects the write-off of the Predecessor’s deferred financing fees.
|
(6)
|
Reflects the capitalization of deferred financing fees related to the Emergence Credit Facility.
|
(7)
|
Net increase in accounts payable and accrued expenses reflects:
|
|
(in thousands)
|
||
Recognition of payables for the general unsecured claims Cash Distribution Pool
|
$
|
35,000
|
|
Recognition of payables for the professional fees escrow account
|
17,860
|
|
|
Recognition of payable for ad valorem tax liability
|
7,666
|
|
|
Net change of other professional fees payable
|
(8,161)
|
|
|
Other
|
6
|
|
|
Net increase in accounts payable and accrued expenses
|
$
|
52,371
|
|
(8)
|
Reflects the repayment of the Pre-Emergence Credit Facility.
|
(9)
|
Reflects the payment of accrued interest on the Pre-Emergence Credit Facility.
|
(10)
|
Reflects borrowings under the Emergence Credit Facility.
|
(11)
|
Settlement of liabilities subject to compromise and the resulting net gains were determined as follows:
|
|
(in thousands)
|
||
Accounts payable and accrued expenses
|
$
|
151,298
|
|
Accrued interest payable
|
15,238
|
|
|
Debt
|
833,800
|
|
|
Total liabilities subject to compromise
|
1,000,336
|
|
|
Funding of the general unsecured claims Cash Distribution Pool
|
(35,000)
|
|
|
Common stock to holders of Unsecured Notes and general unsecured creditors
|
(543,562)
|
|
|
Gains on settlement of liabilities subject to compromise
|
$
|
421,774
|
|
(12)
|
Net increase in capital accounts reflects:
|
|
(in thousands)
|
||
Common stock to holders of Unsecured Notes and general unsecured creditors
|
$
|
543,562
|
|
Payment of issuance costs
|
(35)
|
|
|
Dividend related to beneficial conversion feature of preferred stock
|
27,751
|
|
|
Cancellation of the Predecessor’s additional paid-in capital
|
2,798,714
|
|
|
Par value of common stock
|
(33)
|
|
|
Change in additional paid-in capital
|
3,369,959
|
|
|
Proceeds from issuance of preferred stock
|
335,000
|
|
|
Par value of common stock
|
33
|
|
|
Predecessor’s additional paid-in capital
|
(2,798,714)
|
|
|
Net increase in capital accounts
|
$
|
906,278
|
|
(13)
|
Net decrease in accumulated deficit reflects:
|
|
(in thousands)
|
||
Recognition of gains on settlement of liabilities subject to compromise
|
$
|
421,774
|
|
Recognition of professional fees
|
(13,667)
|
|
|
Write-off of deferred financing fees
|
(5,197)
|
|
|
Total reorganization items, net
|
402,910
|
|
|
Dividend related to beneficial conversion feature of preferred stock
|
(27,751)
|
|
|
Net decrease in accumulated deficit
|
$
|
375,159
|
|
(14)
|
Reflects a change in accounting policy from the entitlements method to the sales method for natural gas production imbalances.
|
(15)
|
Primarily reflects an increase in the current portion of greenhouse gas allowances.
|
(16)
|
Reflects a decrease of oil and natural gas properties, based on the methodology discussed in Note
4
, and the elimination of accumulated depletion and amortization. The following table summarizes the components of oil and natural gas properties as of the Effective Date:
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||
|
Fair Value
|
|
|
Historical Book Value
|
||||
|
(in thousands)
|
|||||||
Proved properties
|
$
|
712,400
|
|
|
|
$
|
4,266,843
|
|
Unproved properties
|
531,200
|
|
|
|
764,655
|
|
||
Total proved and unproved properties
|
1,243,600
|
|
|
|
5,031,498
|
|
||
Less accumulated depletion and amortization
|
—
|
|
|
|
(2,814,999)
|
|
||
Total proved and unproved properties, net
|
$
|
1,243,600
|
|
|
|
$
|
2,216,499
|
|
(17)
|
Reflects a decrease of other property and equipment and the elimination of accumulated depreciation. The following table summarizes the components of other property and equipment as of the Effective Date:
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||
|
Fair Value
|
|
|
Historical Book Value
|
||||
|
(in thousands)
|
|||||||
Natural gas plants and pipelines
|
$
|
91,427
|
|
|
|
$
|
109,675
|
|
Land
|
8,262
|
|
|
|
201
|
|
||
Furniture and office equipment
|
5,040
|
|
|
|
3,879
|
|
||
Buildings and leasehold improvements
|
2,740
|
|
|
|
5,884
|
|
||
Vehicles
|
1,156
|
|
|
|
4,542
|
|
||
Drilling and other equipment
|
178
|
|
|
|
198
|
|
||
Total other property and equipment
|
108,803
|
|
|
|
124,379
|
|
||
Less accumulated depreciation
|
—
|
|
|
|
(22,107)
|
|
||
Total other property and equipment, net
|
$
|
108,803
|
|
|
|
$
|
102,273
|
|
(18)
|
Primarily reflects an increase in greenhouse gas allowances of approximately
$30 million
and a joint venture investment of approximately
$1 million
. Greenhouse gas allowances were valued using a market approach based on trading prices for carbon credits on February 28, 2017. Our joint venture investment was valued based on a market approach using a market EBITDA multiple.
|
(19)
|
Reflects increases for greenhouse gas emissions liabilities of approximately
$4 million
and a change in accounting policy from the entitlements method to the sales method for gas production imbalances of approximately
$200,000
, partially offset by a decrease for the current portion of intangibles liabilities of approximately
$500,000
.
|
(20)
|
Reflects an increase of the current portion of asset retirement obligations.
|
(21)
|
Primarily reflects a decrease for asset retirement obligations of approximately
$30 million
and for intangible liabilities of approximately
$6 million
, partially offset by an increase for greenhouse gas emissions liabilities of approximately
$19 million
. The fair value of asset retirement obligations was estimated using valuation techniques that convert future cash flows to a single discounted amount. Significant inputs to the valuation include estimates of: (i) plugging and abandonment costs per well based on existing regulatory requirements; (ii) remaining life per well; (iii) future inflation factors; and (iv) a credit-adjusted risk-free interest rate. The intangible liabilities identified on the Effective Date were valued based on a combination of market and incomes approaches and will be amortized over the remaining life of the respective contract. Greenhouse gas emissions liabilities were valued using a market approach based on trading prices for greenhouse gas allowances on February 28, 2017.
|
(22)
|
Reflects the cumulative impact of the fresh-start accounting adjustments discussed above and the elimination of the Predecessor’s accumulated deficit.
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Proved properties
|
$
|
1,073,959
|
|
|
$
|
825,416
|
|
Unproved properties
|
388,034
|
|
|
517,037
|
|
||
Total proved and unproved properties
|
1,461,993
|
|
|
1,342,453
|
|
||
Less accumulated depletion and amortization
|
(123,217
|
)
|
|
(54,785
|
)
|
||
Total proved and unproved properties, net
|
$
|
1,338,776
|
|
|
$
|
1,287,668
|
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Natural gas plants and pipelines
|
$
|
86,562
|
|
|
$
|
79,856
|
|
Buildings and leasehold improvements
|
3,359
|
|
|
2,986
|
|
||
Vehicles
|
6,753
|
|
|
3,228
|
|
||
Furniture and equipment
|
14,964
|
|
|
10,547
|
|
||
Land
|
8,073
|
|
|
8,262
|
|
||
Total other property and equipment
|
119,710
|
|
|
104,879
|
|
||
Less: accumulated depreciation
|
(15,778
|
)
|
|
(5,356
|
)
|
||
Total other property and equipment, net
|
$
|
103,932
|
|
|
$
|
99,523
|
|
|
December 31, 2018
|
|
December 31, 2017
|
Interest Rate
|
Maturity
|
Security
|
||||
|
(in thousands)
|
|
|
|
||||||
RBL Facility
|
$
|
—
|
|
|
$
|
379,000
|
|
variable rates of 4.5% (2018) and 4.8% (2017), respectively
|
June 29, 2022
|
Mortgage on 85% of Present Value of proven oil and gas reserves
|
2026 Notes
|
400,000
|
|
|
—
|
|
7.0%
|
February 15, 2026
|
Unsecured
|
||
Long-Term Debt - Principal Amount
|
400,000
|
|
|
379,000
|
|
|
|
|
||
Less: Debt Issuance Costs
|
(8,214
|
)
|
|
—
|
|
|
|
|
||
Long-Term Debt, net
|
$
|
391,786
|
|
|
$
|
379,000
|
|
|
|
|
•
|
incur or guarantee additional indebtedness or issue certain types of preferred stock;
|
•
|
pay dividends on capital stock or redeem, repurchase or retire our capital stock or subordinated indebtedness;
|
•
|
transfer, sell or dispose of assets;
|
•
|
make investments;
|
•
|
create certain liens securing indebtedness;
|
•
|
enter into agreements that restrict dividends or other payments from our restricted subsidiaries to us;
|
•
|
consolidate, merge or transfer all or substantially all of our assets; and
|
•
|
engage in transactions with affiliates.
|
|
Q1 2019
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
|
FY 2020
|
||||||||||
Purchased Oil Put Options (ICE Brent):
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged volume (MBbls)
|
360
|
|
|
1,001
|
|
|
1,012
|
|
|
1,012
|
|
|
455
|
|
|||||
Weighted-average price ($/Bbl)
|
$
|
65.00
|
|
|
$
|
65.00
|
|
|
$
|
65.00
|
|
|
$
|
65.00
|
|
|
$
|
65.00
|
|
Fixed Price Oil Swaps (ICE Brent):
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged volume (MBbls)
|
1,080
|
|
|
637
|
|
|
644
|
|
|
644
|
|
|
—
|
|
|||||
Weighted-average price ($/Bbl)
|
$
|
75.76
|
|
|
$
|
76.27
|
|
|
$
|
76.27
|
|
|
$
|
76.27
|
|
|
$
|
—
|
|
Oil basis differential positions (ICE Brent-NYMEX WTI basis swaps):
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged volume (MBbls)
|
45
|
|
|
45.5
|
|
|
46
|
|
|
46
|
|
|
—
|
|
|||||
Weighted-average price ($/Bbl)
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
(1.29
|
)
|
|
$
|
—
|
|
Fixed Price Gas Purchase Swaps (Kern, Delivered):
|
|
|
|
|
|
|
|
|
|
||||||||||
Hedged volume (MMBtu)
|
1,350,000
|
|
|
1,365,000
|
|
|
1,380,000
|
|
|
465,000
|
|
|
—
|
|
|||||
Weighted-average price ($/MMBtu)
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
2.65
|
|
|
$
|
—
|
|
|
Berry Corp. (Successor)
|
||||||||||||
|
December 31, 2018
|
||||||||||||
|
Balance Sheet Classification
|
|
Gross Amounts Recognized at Fair Value
|
|
Gross Amounts Offset on Balance Sheet
|
|
Net Fair Value Presented on Balance Sheet
|
||||||
|
(in thousands)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current assets
|
|
$
|
89,981
|
|
|
$
|
(1,385
|
)
|
|
$
|
88,596
|
|
Commodity Contracts
|
Non-current assets
|
|
3,289
|
|
|
—
|
|
|
3,289
|
|
|||
Liabilities:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current liabilities
|
|
(1,385
|
)
|
|
1,385
|
|
|
—
|
|
|||
Total derivatives
|
|
|
$
|
91,885
|
|
|
$
|
—
|
|
|
$
|
91,885
|
|
|
Berry Corp. (Successor)
|
||||||||||||
|
December 31, 2017
|
||||||||||||
|
Balance Sheet Classification
|
|
Gross Amounts Recognized at Fair Value
|
|
Gross Amounts Offset in the Balance Sheet
|
|
Net Fair Value Presented in the Balance Sheet
|
||||||
|
(in thousands)
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||
Commodity Contracts
|
Current liabilities
|
|
$
|
(49,949
|
)
|
|
$
|
—
|
|
|
$
|
(49,949
|
)
|
Commodity Contracts
|
Non-current liabilities
|
|
(25,332
|
)
|
|
—
|
|
|
(25,332
|
)
|
|||
Total derivatives
|
|
|
$
|
(75,281
|
)
|
|
$
|
—
|
|
|
$
|
(75,281
|
)
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Gains (losses) on oil derivatives
|
$
|
(4,621
|
)
|
|
$
|
(66,900
|
)
|
|
|
$
|
12,886
|
|
|
$
|
(15,781
|
)
|
Gains (losses) on natural gas derivatives
|
6,357
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Lease operating expenses
(1)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(4,605)
|
|
||||
Total gains (losses) on oil and natural gas derivatives
|
$
|
(1,735
|
)
|
|
$
|
(66,900
|
)
|
|
|
$
|
12,886
|
|
|
$
|
(20,386
|
)
|
(1)
|
Consists of gains and (losses) on derivatives that were entered into in March 2015 to hedge exposure to differentials in consuming areas.
|
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||
Minimum purchase obligations
|
$
|
3,195
|
|
$
|
3,247
|
|
$
|
2,675
|
|
$
|
2,590
|
|
$
|
1,061
|
|
—
|
|
$
|
12,768
|
|
|
Minimum lease payments
|
$
|
1,290
|
|
$
|
316
|
|
$
|
321
|
|
$
|
326
|
|
$
|
229
|
|
$
|
—
|
|
$
|
2,482
|
|
|
Number of
shares
|
|
Weighted-average Grant Date Fair Value
|
|||
|
(shares in thousands)
|
|||||
December 31, 2017
|
622
|
|
|
$
|
7.09
|
|
Granted
|
132
|
|
|
$
|
7.98
|
|
Vested
|
(454
|
)
|
|
$
|
7.78
|
|
Forfeited
|
(18
|
)
|
|
$
|
7.49
|
|
December 31, 2018
|
282
|
|
|
$
|
6.73
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Current taxes:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
$
|
(465
|
)
|
|
$
|
465
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
(446
|
)
|
|
450
|
|
|
|
221
|
|
|
127
|
|
||||
Total current taxes
|
(911
|
)
|
|
915
|
|
|
|
221
|
|
|
127
|
|
||||
Deferred taxes:
|
|
|
|
|
|
|
|
|
||||||||
Federal
|
33,227
|
|
|
1,888
|
|
|
|
—
|
|
|
—
|
|
||||
State
|
10,719
|
|
|
—
|
|
|
|
9
|
|
|
(11
|
)
|
||||
Total deferred taxes
|
43,946
|
|
|
1,888
|
|
|
|
9
|
|
|
(11
|
)
|
||||
Total current and deferred taxes
|
$
|
43,035
|
|
|
$
|
2,803
|
|
|
|
$
|
230
|
|
|
$
|
116
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||
Federal statutory rate
|
21.0
|
%
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
35.0
|
%
|
State, net of federal tax benefit
|
6.3
|
%
|
|
7.2
|
%
|
|
|
—
|
%
|
|
—
|
%
|
Effect of permanent differences
|
(0.6
|
)%
|
|
(0.4
|
)%
|
|
|
—
|
%
|
|
—
|
%
|
Tax reform—rate change
(1)
|
—
|
%
|
|
(14.7
|
)%
|
|
|
—
|
%
|
|
—
|
%
|
Income excluded from nontaxable entities
|
—
|
%
|
|
—
|
%
|
|
|
(35.0
|
)%
|
|
(35.0
|
)%
|
Change in valuation allowance
|
(4.1
|
)%
|
|
(42.4
|
)%
|
|
|
—
|
%
|
|
—
|
%
|
Effective tax rate
|
22.6
|
%
|
|
(15.3
|
)%
|
|
|
—
|
%
|
|
—
|
%
|
(1)
|
For the ten months ended December 31, 2017, includes the tax rate reduction. The impact of the rate change is fully offset in the “Change in valuation allowance” item.
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
14,310
|
|
|
$
|
1,556
|
|
Accruals
|
2,993
|
|
|
2,144
|
|
||
Asset retirement obligations
|
26,383
|
|
|
27,064
|
|
||
Derivative instruments
|
—
|
|
|
18,982
|
|
||
Tax credits
|
—
|
|
|
528
|
|
||
Interest limitation carryforward
|
7,486
|
|
|
—
|
|
||
Other
|
2,033
|
|
|
867
|
|
||
Subtotal
|
53,205
|
|
|
51,141
|
|
||
Valuation allowance
|
—
|
|
|
(7,748
|
)
|
||
Total deferred tax assets
|
53,205
|
|
|
43,393
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Book tax differences in property basis
|
(95,348
|
)
|
|
(45,281
|
)
|
||
Derivative instruments
|
(3,692
|
)
|
|
—
|
|
||
Total deferred tax liabilities
|
(99,040
|
)
|
|
(45,281
|
)
|
||
Net deferred tax asset (liability)
|
$
|
(45,835
|
)
|
|
$
|
(1,888
|
)
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Prepaid expenses
|
$
|
4,656
|
|
|
$
|
6,901
|
|
Oil inventories, materials and supplies
|
9,473
|
|
|
5,938
|
|
||
Other
|
238
|
|
|
1,227
|
|
||
Other current assets
|
$
|
14,367
|
|
|
$
|
14,066
|
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Accounts payable-trade
|
$
|
13,564
|
|
|
$
|
11,916
|
|
Accrued expenses
|
66,417
|
|
|
37,912
|
|
||
Royalties payable
|
26,189
|
|
|
25,793
|
|
||
Greenhouse gas liability
|
—
|
|
|
10,446
|
|
||
Taxes other than income tax liability
|
10,766
|
|
|
8,437
|
|
||
Accrued interest
|
10,500
|
|
|
—
|
|
||
Dividends payable
|
9,992
|
|
|
—
|
|
||
Other
|
6,689
|
|
|
3,373
|
|
||
Total accounts payable and accrued expenses
|
$
|
144,118
|
|
|
$
|
97,877
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months
Ended February 28, 2017 |
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Supplemental Disclosures of Significant Non-Cash Investing Activities:
|
|
|
|
|
|
|
|
|
||||||||
Increase (decrease) in accrued liabilities related to purchases of property and equipment
|
$
|
19,257
|
|
|
$
|
2,483
|
|
|
|
$
|
2,249
|
|
|
$
|
2,266
|
|
Supplemental Disclosures of Cash Payments (Receipts):
|
|
|
|
|
|
|
|
|
||||||||
Interest, net of amounts capitalized
|
$
|
19,761
|
|
|
$
|
14,276
|
|
|
|
$
|
8,057
|
|
|
$
|
57,759
|
|
Income taxes
|
$
|
(1,901
|
)
|
|
$
|
1,994
|
|
|
|
$
|
—
|
|
|
$
|
347
|
|
Reorganization items, net
|
$
|
832
|
|
|
$
|
1,732
|
|
|
|
$
|
11,838
|
|
|
$
|
19,116
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|
February 28, 2017
|
|
December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Beginning of Period
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
33,905
|
|
|
$
|
32,049
|
|
|
|
$
|
30,483
|
|
|
$
|
1,023
|
|
Restricted cash
|
34,833
|
|
|
52,860
|
|
|
|
197,793
|
|
|
250,359
|
|
||||
Restricted cash in other noncurrent assets
|
—
|
|
|
125
|
|
|
|
128
|
|
|
128
|
|
||||
Cash, cash equivalents and restricted cash
|
$
|
68,738
|
|
|
$
|
85,034
|
|
|
|
$
|
228,404
|
|
|
$
|
251,510
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ending of Period
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
68,680
|
|
|
$
|
33,905
|
|
|
|
$
|
32,049
|
|
|
$
|
30,483
|
|
Restricted cash
|
—
|
|
|
34,833
|
|
|
|
52,860
|
|
|
197,793
|
|
||||
Restricted cash in other noncurrent assets
|
—
|
|
|
—
|
|
|
|
125
|
|
|
128
|
|
||||
Cash, cash equivalents and restricted cash
|
$
|
68,680
|
|
|
$
|
68,738
|
|
|
|
$
|
85,034
|
|
|
$
|
228,404
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months
Ended February 28, 2017 |
|
Year Ended December 31, 2016
|
||||
|
(in thousands except per share amounts)
|
|||||||||||
Basic EPS calculation
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
n/a
|
|
n/a
|
less: Series A Preferred Stock dividends and conversion to common stock
|
(97,942
|
)
|
|
(18,248
|
)
|
|
|
n/a
|
|
n/a
|
||
Net income (loss) attributable to common stockholders
|
$
|
49,160
|
|
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
n/a
|
Weighted-average shares of common stock outstanding
|
57,743
|
|
|
38,644
|
|
|
|
n/a
|
|
n/a
|
||
Basic Earnings (loss) per share
(2)
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
n/a
|
Diluted EPS calculation
|
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
147,102
|
|
|
$
|
(21,068
|
)
|
|
|
n/a
|
|
n/a
|
less: Series A Preferred Stock dividends and conversion to common stock
|
(97,942
|
)
|
|
(18,248
|
)
|
|
|
n/a
|
|
n/a
|
||
Net loss attributable to common stockholders
|
$
|
49,160
|
|
|
$
|
(39,316
|
)
|
|
|
n/a
|
|
n/a
|
Weighted-average shares of common stock outstanding
|
57,743
|
|
|
38,644
|
|
|
|
n/a
|
|
n/a
|
||
Dilutive effect of potentially dilutive securities
(1)
|
189
|
|
|
—
|
|
|
|
n/a
|
|
n/a
|
||
Weighted-average common shares outstanding-diluted
|
57,932
|
|
|
38,644
|
|
|
|
n/a
|
|
n/a
|
||
Diluted Earnings (loss) per share
(2)
|
$
|
0.85
|
|
|
$
|
(1.02
|
)
|
|
|
n/a
|
|
n/a
|
(1)
|
No
potentially dilutive securities were included in computing earnings (loss) per share for the ten months ended December 31, 2017 because the effect of inclusion would have been anti-dilutive.
|
(2)
|
Per share amounts are stated net of tax.
|
|
Berry Corp. (Successor)
|
||||||||||||||
|
Quarters Ended
|
||||||||||||||
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
2018:
|
|
|
|
|
|
|
|
||||||||
Total revenues and other
(1)
|
$
|
97,284
|
|
|
$
|
65,982
|
|
|
$
|
142,947
|
|
|
$
|
280,346
|
|
Total expenses
(2)
|
$
|
91,121
|
|
|
$
|
90,458
|
|
|
$
|
102,130
|
|
|
$
|
104,743
|
|
(Gains) losses on sale of assets and other, net
|
$
|
—
|
|
|
$
|
123
|
|
|
$
|
400
|
|
|
$
|
(3,269
|
)
|
Reorganization items, net, expense (income)
|
$
|
8,955
|
|
|
$
|
456
|
|
|
$
|
13,781
|
|
|
$
|
1,498
|
|
Net income (loss)
|
$
|
6,410
|
|
|
$
|
(28,061
|
)
|
|
$
|
36,985
|
|
|
$
|
131,768
|
|
Net income (loss) attributable to common stockholders
|
$
|
760
|
|
|
$
|
(33,711
|
)
|
|
$
|
(49,657
|
)
|
|
$
|
131,768
|
|
Earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
||||||||
Basic
(4)
|
$
|
0.02
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
1.56
|
|
Diluted
(4)
|
$
|
0.02
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.70
|
)
|
|
$
|
1.56
|
|
|
Berry LLC
(Predecessor) |
|
|
Berry Corp.
(Successor) |
||||||||||||||||
|
Two Months Ended
February 28 |
|
|
One Month
Ended March 31 |
|
Quarters Ended
|
||||||||||||||
|
June 30
|
|
September 30
|
|
December 31
|
|||||||||||||||
|
(in thousands, except per share amounts)
|
|||||||||||||||||||
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues and other
(1)
|
$
|
92,718
|
|
|
|
$
|
59,655
|
|
|
$
|
134,721
|
|
|
$
|
69,910
|
|
|
$
|
55,382
|
|
Total expenses
(2)
|
$
|
79,607
|
|
|
|
$
|
37,783
|
|
|
$
|
113,380
|
|
|
$
|
101,397
|
|
|
$
|
92,189
|
|
(Gains) losses on sale of assets and other, net
|
$
|
(183
|
)
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(20,692
|
)
|
|
$
|
(2,243
|
)
|
Reorganization items, net, expense (income)
|
$
|
507,720
|
|
|
|
$
|
1,306
|
|
|
$
|
(713
|
)
|
|
$
|
408
|
|
|
$
|
730
|
|
Net income (loss)
|
$
|
(502,964
|
)
|
|
|
$
|
11,377
|
|
|
$
|
12,119
|
|
|
$
|
(9,684
|
)
|
|
$
|
(34,880
|
)
|
Net income (loss) attributable to common stockholders
|
$
|
(502,964
|
)
|
|
|
$
|
9,585
|
|
|
$
|
6,715
|
|
|
$
|
(15,169
|
)
|
|
$
|
(40,447
|
)
|
Earnings (loss) per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
(3)(4)
|
n/a
|
|
|
|
$
|
0.25
|
|
|
$
|
0.17
|
|
|
$
|
(0.39
|
)
|
|
$
|
(1.05
|
)
|
|
Diluted
(3)(4)
|
n/a
|
|
|
|
$
|
0.15
|
|
|
$
|
0.16
|
|
|
$
|
(0.39
|
)
|
|
$
|
(1.05
|
)
|
|
Berry LLC (Predecessor)
(3)
|
||||||||||||||
|
Quarters Ended
|
||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
(in thousands)
|
||||||||||||||
2016:
|
|
|
|
|
|
|
|
||||||||
Total revenues and other
(1)
|
$
|
91,266
|
|
|
$
|
108,639
|
|
|
$
|
113,225
|
|
|
$
|
97,861
|
|
Total expenses
(2)
|
$
|
1,196,393
|
|
|
$
|
133,868
|
|
|
$
|
111,600
|
|
|
$
|
118,207
|
|
(Gains) losses on sale of assets and other, net
|
$
|
(192
|
)
|
|
$
|
425
|
|
|
$
|
(370
|
)
|
|
$
|
28
|
|
Reorganization items, net expense (income)
|
$
|
—
|
|
|
$
|
(49,086
|
)
|
|
$
|
87,915
|
|
|
$
|
33,833
|
|
Net income (loss)
|
$
|
(1,124,819
|
)
|
|
$
|
6,840
|
|
|
$
|
(98,438
|
)
|
|
$
|
(66,779
|
)
|
(1)
|
Includes net derivative gains (losses) for oil sales derivatives.
|
(2)
|
Includes the following expenses: lease operating, electricity generation, transportation, marketing, general and administrative, depreciation, depletion and amortization, impairment of long-lived assets, taxes, other than income taxes, and gains or losses on natural gas derivatives.
|
(3)
|
Our predecessor company was organized as a limited liability company and, as such, did not issue any stock. Accordingly, we have not presented earnings per share calculations for the predecessor company periods.
|
(4)
|
In March 2019, we finalized settlement of claims from unsecured creditors, issuing approximately
2,770,000
shares. We retrospectively adjusted the weighted average shares in our earnings per share calculations for the
2,770,000
shares issued instead of the
7,080,000
shares that had been reserved. See Note
14
of our consolidated financial statements for further information.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Property acquisition costs:
|
|
|
|
|
|
|
|
|
||||||||
Proved
|
$
|
—
|
|
|
$
|
249,338
|
|
|
|
$
|
—
|
|
|
$
|
1,545
|
|
Unproved
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Exploration costs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||
Development costs
(1)
|
143,002
|
|
|
60,381
|
|
|
|
4,544
|
|
|
13,091
|
|
||||
Total costs incurred
|
$
|
143,002
|
|
|
$
|
309,719
|
|
|
|
$
|
4,544
|
|
|
$
|
14,636
|
|
(1)
|
Included in development costs for the year ended December 31, 2018 are non-cash additions related to the estimated future asset retirement obligations of the Company's oil and gas properties of $3.4 million.
|
|
Berry Corp. (Successor)
|
||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||
|
(in thousands)
|
||||||
Proved properties
|
$
|
1,168,245
|
|
|
$
|
911,478
|
|
Unproved properties
|
388,034
|
|
|
517,037
|
|
||
Total proved and unproved properties
|
1,556,279
|
|
|
1,428,515
|
|
||
Less accumulated depreciation, depletion and amortization
|
(132,587
|
)
|
|
(58,525
|
)
|
||
Net capitalized costs
|
$
|
1,423,692
|
|
|
$
|
1,369,990
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||||||
|
Year Ended December 31, 2018
|
|
Ten Months Ended December 31, 2017
|
|
|
Two Months Ended February 28, 2017
|
|
Year Ended December 31, 2016
|
||||||||
|
(in thousands)
|
|||||||||||||||
Net revenues from production:
|
|
|
|
|
|
|
|
|
||||||||
Oil, natural gas and NGL sales
|
$
|
552,874
|
|
|
$
|
357,928
|
|
|
|
$
|
74,120
|
|
|
$
|
392,345
|
|
Electricity sales
|
35,208
|
|
|
21,972
|
|
|
|
3,655
|
|
|
23,204
|
|
||||
Other production-related revenue
|
2,908
|
|
|
6,569
|
|
|
|
2,003
|
|
|
10,899
|
|
||||
Total net revenues from production
|
590,990
|
|
|
386,469
|
|
|
|
79,778
|
|
|
426,448
|
|
||||
Operating costs for production:
|
|
|
|
|
|
|
|
|
||||||||
Lease operating expenses
|
188,776
|
|
|
149,599
|
|
|
|
28,238
|
|
|
185,056
|
|
||||
Electricity generation expenses
|
20,619
|
|
|
14,894
|
|
|
|
3,197
|
|
|
17,133
|
|
||||
Transportation expenses
|
9,860
|
|
|
19,238
|
|
|
|
6,194
|
|
|
41,619
|
|
||||
Production-related general and administrative expenses
|
1,876
|
|
|
5,786
|
|
|
|
—
|
|
|
—
|
|
||||
Taxes, other than income taxes
|
33,117
|
|
|
34,211
|
|
|
|
5,212
|
|
|
24,982
|
|
||||
Other production-related costs
|
2,140
|
|
|
2,320
|
|
|
|
653
|
|
|
3,100
|
|
||||
Total operating costs for production
|
256,388
|
|
|
226,048
|
|
|
|
43,494
|
|
|
271,890
|
|
||||
Other costs:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation, depletion and amortization
|
81,927
|
|
|
67,051
|
|
|
|
26,743
|
|
|
169,605
|
|
||||
Impairment of long-lived assets
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1,030,588
|
|
||||
(Gains) losses on sale of assets and other, net
|
(2,747
|
)
|
|
(22,930
|
)
|
|
|
—
|
|
|
(7
|
)
|
||||
Total other costs
|
79,180
|
|
|
44,121
|
|
|
|
26,743
|
|
|
1,200,186
|
|
||||
Pretax income (loss)
|
255,422
|
|
|
116,300
|
|
|
|
9,541
|
|
|
(1,045,628
|
)
|
||||
Income tax expense
|
69,807
|
|
|
45,887
|
|
|
|
230
|
|
|
116
|
|
||||
Results of operations
|
$
|
185,615
|
|
|
$
|
70,412
|
|
|
|
$
|
9,311
|
|
|
$
|
(1,045,743
|
)
|
|
Year Ended December 31, 2018
|
||||||||||
|
Oil
MBbls |
|
NGLs
MBbls |
|
Natural Gas MMcf
|
|
Total
MBoe |
||||
Total proved reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year
|
100,596
|
|
|
1,271
|
|
|
237,104
|
|
|
141,385
|
|
Extensions and discoveries
|
21,276
|
|
|
126
|
|
|
5,762
|
|
|
22,362
|
|
Revisions of previous estimates
|
80
|
|
|
211
|
|
|
(62,141
|
)
|
|
(10,066
|
)
|
Purchases of minerals in place
|
865
|
|
|
—
|
|
|
—
|
|
|
865
|
|
Sales of minerals in place
|
(7
|
)
|
|
(250
|
)
|
|
(10,287
|
)
|
|
(1,972
|
)
|
Production
|
(8,045
|
)
|
|
(211
|
)
|
|
(9,589
|
)
|
|
(9,855
|
)
|
End of year
|
114,765
|
|
|
1,147
|
|
|
160,849
|
|
|
142,720
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year
|
68,490
|
|
|
1,271
|
|
|
100,384
|
|
|
86,492
|
|
End of year
|
73,203
|
|
|
1,047
|
|
|
76,331
|
|
|
86,971
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year
|
32,106
|
|
|
—
|
|
|
136,720
|
|
|
54,893
|
|
End of year
|
41,562
|
|
|
100
|
|
|
84,518
|
|
|
55,749
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Oil
MBbls |
|
NGLs
MBbls |
|
Natural Gas MMcf
|
|
Total
MBoe |
||||
Total proved reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
55,876
|
|
|
15,078
|
|
|
372,760
|
|
|
133,080
|
|
Revisions of previous estimates
|
9,089
|
|
|
431
|
|
|
32,144
|
|
|
14,878
|
|
Sales of proved reserves in place
|
(13
|
)
|
|
(13,329
|
)
|
|
(285,168
|
)
|
|
(60,870
|
)
|
Purchase of proved reserves in place
|
24,332
|
|
|
—
|
|
|
—
|
|
|
24,332
|
|
Extensions and discoveries
|
18,783
|
|
|
—
|
|
|
136,719
|
|
|
41,570
|
|
Production
|
(7,471
|
)
|
|
(909
|
)
|
|
(19,351
|
)
|
|
(11,605
|
)
|
End of year
|
100,596
|
|
|
1,271
|
|
|
237,104
|
|
|
141,385
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
55,422
|
|
|
15,078
|
|
|
372,760
|
|
|
132,626
|
|
End of year
|
68,490
|
|
|
1,271
|
|
|
100,384
|
|
|
86,492
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
454
|
|
|
—
|
|
|
—
|
|
|
454
|
|
End of year
|
32,106
|
|
|
—
|
|
|
136,720
|
|
|
54,893
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
Oil
MBbls |
|
NGLs
MBbls |
|
Natural Gas MMcf
|
|
Total
MBoe |
||||
Total proved reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
93,892
|
|
|
16,953
|
|
|
387,848
|
|
|
175,487
|
|
Revisions of previous estimates
|
(31,350
|
)
|
|
(568
|
)
|
|
13,311
|
|
|
(29,701
|
)
|
Extensions and discoveries
|
1,797
|
|
|
—
|
|
|
178
|
|
|
1,827
|
|
Production
|
(8,463
|
)
|
|
(1,307
|
)
|
|
(28,577
|
)
|
|
(14,533
|
)
|
End of year (Predecessor)
|
55,876
|
|
|
15,078
|
|
|
372,760
|
|
|
133,080
|
|
Proved developed reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
93,892
|
|
|
16,953
|
|
|
387,848
|
|
|
175,487
|
|
End of year (Predecessor)
|
55,422
|
|
|
15,078
|
|
|
372,760
|
|
|
132,626
|
|
Proved undeveloped reserves:
|
|
|
|
|
|
|
|
||||
Beginning of year (Predecessor)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
End of year (Predecessor)
|
454
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|
December 31, 2016
|
||||||
|
(in thousands, except for prices)
|
|||||||||||
Future cash inflows
|
$
|
8,119,309
|
|
|
$
|
5,580,448
|
|
|
|
$
|
3,131,758
|
|
Future production costs
|
(3,357,149
|
)
|
|
(2,725,548
|
)
|
|
|
(1,893,608
|
)
|
|||
Future development costs
|
(884,055
|
)
|
|
(678,312
|
)
|
|
|
(220,374
|
)
|
|||
Future income taxes
(1)
|
(757,470
|
)
|
|
(365,330
|
)
|
|
|
—
|
|
|||
Future net cash flows
|
3,120,635
|
|
|
1,811,258
|
|
|
|
1,017,776
|
|
|||
10% annual discount for estimated timing of cash flows
|
(1,359,089
|
)
|
|
(833,910
|
)
|
|
|
(421,554
|
)
|
|||
Standardized measure of discounted future net cash flows
|
$
|
1,761,546
|
|
|
$
|
977,348
|
|
|
|
$
|
596,222
|
|
Representative prices:
(2)
|
|
|
|
|
|
|
||||||
ICE Brent Oil (Bbl)
|
$
|
71.54
|
|
|
$
|
54.42
|
|
|
|
|
||
NYMEX Henry Hub Natural gas (MMBtu)
|
$
|
3.10
|
|
|
$
|
2.98
|
|
|
|
$
|
2.48
|
|
NYMEX WTI Oil (Bbl)
|
|
|
|
|
|
$
|
42.64
|
|
(1)
|
Future income taxes are based on current statutory rates, adjusted for the tax basis of oil and gas properties and applicable tax credits, deductions and allowances.
|
(2)
|
In accordance with SEC regulations, reserves were estimated using the average price during the 12-month period, determined as an unweighted average of the first-day-of-the-month price for each month, excluding escalations based upon future conditions. The average price used to estimate reserves is held constant over the life of the reserves.
|
|
Berry Corp. (Successor)
|
|
|
Berry LLC (Predecessor)
|
||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
|
December 31, 2016
|
||||||
|
(in thousands)
|
|
|
|
||||||||
Standardized measure—beginning of year
|
$
|
977,348
|
|
|
$
|
596,222
|
|
|
|
$
|
995,372
|
|
Sales and transfers of oil, natural gas and NGLs produced during the period
|
(321,148
|
)
|
|
(189,355
|
)
|
|
|
(140,688
|
)
|
|||
Changes in estimated future development costs
|
35,313
|
|
|
6,399
|
|
|
|
66,386
|
|
|||
Net change in sales and transfer prices and production costs related to future production
|
818,705
|
|
|
224,064
|
|
|
|
(242,982
|
)
|
|||
Extensions, discoveries and improved recovery
|
363,450
|
|
|
157,717
|
|
|
|
21,610
|
|
|||
Purchase of minerals in place
|
5,240
|
|
|
317,616
|
|
|
|
—
|
|
|||
Sales of minerals in place
|
(5,593
|
)
|
|
(141,998
|
)
|
|
|
—
|
|
|||
Previously estimated development costs incurred during the period
|
78,803
|
|
|
6,913
|
|
|
|
—
|
|
|||
Net change due to revisions in quantity estimates
|
(175,947
|
)
|
|
124,609
|
|
|
|
(158,474
|
)
|
|||
Accretion of discount
|
111,416
|
|
|
59,622
|
|
|
|
99,537
|
|
|||
Net change in income taxes
|
(253,176
|
)
|
|
(136,810
|
)
|
|
|
—
|
|
|||
Changes in production rates and other
|
127,135
|
|
|
(47,651
|
)
|
|
|
(44,539
|
)
|
|||
Net increase (decrease)
|
784,198
|
|
|
381,126
|
|
|
|
(399,150
|
)
|
|||
Standardized measure—end of year
|
$
|
1,761,546
|
|
|
$
|
977,348
|
|
|
|
$
|
596,222
|
|
Exhibit Number
|
|
Description
|
|
|
|
2.1
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
3.5
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1
|
|
|
10.2*
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5†
|
|
|
10.6†
|
|
|
10.7†
|
|
|
10.8†
|
|
|
10.9†
|
|
|
10.10†
|
|
Exhibit Number
|
|
Description
|
10.11†
|
|
|
10.12†
|
|
|
10.13†
|
|
|
10.14†
|
|
|
10.15†
|
|
|
10.16†
|
|
|
10.17†
|
|
|
10.18†
|
|
|
10.19
†
*
|
|
|
10.20
†
*
|
|
|
10.21
†
*
|
|
|
10.22
†
*
|
|
|
10.23
†
*
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28
|
|
|
10.29
|
|
Exhibit Number
|
|
Description
|
10.30
|
|
|
21.1*
|
|
|
23.1*
|
|
|
23.2*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
99.1*
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Data Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(*)
|
Filed herewith.
|
|
|
BERRY PETROLEUM CORPORATION
|
|
|
|
Date:
|
March 7, 2019
|
/s/ A. T. Smith
|
|
|
A. T. “Trem” Smith
|
|
|
President and Chief Executive Officer
|
Date
|
Signature
|
Title
|
|
|
|
March 7, 2019
|
/s/ A. T. Smith
|
President and Chief Executive Officer, and Director
|
|
A. T. “Trem” Smith
|
(Principal Executive Officer)
|
|
|
|
March 7, 2019
|
/s/ Cary Baetz
|
Executive Vice President and Chief
|
|
Cary Baetz
|
Financial Officer, and Director
|
|
|
(Principal Financial Officer)
|
|
|
|
March 7, 2019
|
/s/ M. S. Helm
|
Chief Accounting Officer
|
|
Michael S. Helm
|
(Principal Accounting Officer)
|
|
|
|
March 7, 2019
|
/s/ E. J. Voiland
|
Director
|
|
Eugene J. Voiland
|
|
|
|
|
March 7, 2019
|
/s/ Brent S. Buckley
|
Director
|
|
Brent S. Buckley
|
|
|
|
|
March 7, 2019
|
/s/ C K Potter
|
Director
|
|
C. Kent Potter
|
|
|
|
|
March 7, 2019
|
/s/ Anne L. Mariucci
|
Director
|
|
Anne L. Mariucci
|
|
|
|
|
March 7, 2019
|
|
Director
|
|
Donald L. Paul
|
|
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
,
|
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
|
(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
|
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
|
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
.
|
(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
”)
.
|
(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
|
(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
|
(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.
|
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
”).
|
(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
.
|
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
|
(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.
|
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
;
|
(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.
|
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
|
(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
|
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.
|
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.
|
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:
|
(ii)
|
If to Berry:
|
(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:
|
(ii)
|
If to Berry:
|
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
|
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;
|
(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.
|
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
|
|
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
|
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
|
#
|
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
|
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
|
|
|
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.
|
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
|
|
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:
|
|
|
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:
|
|
|
ASSIGNEE:
|
||
|
|
|
|
|
BERRY PETROLEUM COMPANY, LLC
|
||
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
State of
|
§
|
|
|
|
|
|
§
|
|
|
|
|
County of
|
§
|
|
|
GRANTOR:
|
||
|
|
|
|
|
LINN OPERATING, INC.
|
||
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
LINN ENERGY HOLDINGS, LLC
|
||
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
GRANTEE:
|
||
|
|
|
|
|
BERRY PETROLEUM COMPANY,
LLC
|
||
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
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 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
|
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
|
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
|
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
|
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
|
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
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
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
|
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
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T034S-R039W-009 N
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
(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.
|
|
Period of Continued
|
Tier
|
COBRA Coverage
|
|
|
1
|
18 Months
|
|
|
2
|
12 Months
|
|
|
3
|
9 Months
|
|
|
4
|
6 Months
|
|
|
5
|
5 Months
|
|
|
6
|
3 Months
|
|
Period of
|
Tier
|
Outplacement Services
|
|
|
1
|
6 Months
|
|
|
2
|
6 Months
|
|
|
3
|
3 Months
|
|
|
4
|
3 Months
|
|
|
5
|
3 Months
|
|
|
6
|
3 Months
|
LINN ENERGY, LLC
|
|
|
|
By:
|
/s/ Mark E. Ellis
|
Mark E. Ellis
|
|
Chairman of the Board of Directors,
|
|
President and Chief Executive Officer
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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
|
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*
|
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
|
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
|
|
|
|
LAKIN
|
805 South Highway 25
|
Lakin
|
KS
|
67860
|
620-355-7838
|
Katherine Lee
|
Vesting Conditions:
|
Subject to
Section 3
hereof, the RSUs will become fully vested on [________________].
|
Performance Period:
|
[________________]
|
Vesting Date:
|
[________________]
|
Relative TSR Ranking Group
|
1
|
120%
|
140%
|
160%
|
180%
|
200%
|
200%
|
200%
|
200%
|
200%
|
2
|
100%
|
120%
|
140%
|
160%
|
180%
|
180%
|
180%
|
180%
|
180%
|
|
3
|
80%
|
100%
|
120%
|
140%
|
160%
|
160%
|
160%
|
160%
|
160%
|
|
4
|
60%
|
80%
|
100%
|
120%
|
140%
|
140%
|
140%
|
140%
|
140%
|
|
5
|
50%
|
60%
|
80%
|
100%
|
120%
|
120%
|
120%
|
120%
|
120%
|
|
6
|
40%
|
50%
|
60%
|
80%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|
7
|
20%
|
40%
|
50%
|
60%
|
80%
|
80%
|
80%
|
80%
|
80%
|
|
8
|
0%
|
20%
|
40%
|
50%
|
60%
|
60%
|
60%
|
60%
|
60%
|
|
9
|
0%
|
0%
|
20%
|
40%
|
50%
|
50%
|
50%
|
50%
|
50%
|
|
10
|
0%
|
0%
|
0%
|
20%
|
40%
|
40%
|
40%
|
40%
|
40%
|
|
11
|
0%
|
0%
|
0%
|
0%
|
20%
|
20%
|
20%
|
20%
|
20%
|
|
12
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
13
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
|
<-20%
|
-15%
|
-10%
|
-5%
|
0%
|
5%
|
10%
|
15%
|
> 20%
|
|
Absolute TSR
|
Performance Period:
|
[________________]
|
Vesting Date:
|
[________________]
|
Relative TSR Ranking Group
|
1
|
120%
|
140%
|
160%
|
180%
|
200%
|
200%
|
200%
|
200%
|
200%
|
2
|
100%
|
120%
|
140%
|
160%
|
180%
|
180%
|
180%
|
180%
|
180%
|
|
3
|
80%
|
100%
|
120%
|
140%
|
160%
|
160%
|
160%
|
160%
|
160%
|
|
4
|
60%
|
80%
|
100%
|
120%
|
140%
|
140%
|
140%
|
140%
|
140%
|
|
5
|
50%
|
60%
|
80%
|
100%
|
120%
|
120%
|
120%
|
120%
|
120%
|
|
6
|
40%
|
50%
|
60%
|
80%
|
100%
|
100%
|
100%
|
100%
|
100%
|
|
7
|
20%
|
40%
|
50%
|
60%
|
80%
|
80%
|
80%
|
80%
|
80%
|
|
8
|
0%
|
20%
|
40%
|
50%
|
60%
|
60%
|
60%
|
60%
|
60%
|
|
9
|
0%
|
0%
|
20%
|
40%
|
50%
|
50%
|
50%
|
50%
|
50%
|
|
10
|
0%
|
0%
|
0%
|
20%
|
40%
|
40%
|
40%
|
40%
|
40%
|
|
11
|
0%
|
0%
|
0%
|
0%
|
20%
|
20%
|
20%
|
20%
|
20%
|
|
12
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
13
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
0%
|
|
|
<-20%
|
-15%
|
-10%
|
-5%
|
0%
|
5%
|
10%
|
15%
|
> 20%
|
|
Absolute TSR
|
|
|
|
Entity Name
|
|
Jurisdiction
|
Berry Petroleum Company, LLC
|
|
Delaware
|
Date:
|
March 7, 2019
|
/s/ A. T. Smith
|
|
|
A. T. “Trem” Smith
|
|
|
President and Chief Executive Officer
|
Date:
|
March 7, 2019
|
/s/ Cary Baetz
|
|
|
Cary Baetz
|
|
|
Executive Vice President and
Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
March 7, 2019
|
/s/ A. T. Smith
|
|
|
A. T. “Trem” Smith
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
March 7, 2019
|
/s/ Cary Baetz
|
|
|
Cary Baetz
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
|
|
Proved
Developed
(M$)
|
|
Total
Proved
(M$)
|
|
|
|
|
|
Future Gross Revenue
|
|
5,007,317
|
|
8,119,309
|
Production Taxes
|
|
76,264
|
|
114,003
|
Ad Valorem Taxes
|
|
129,933
|
|
221,126
|
Operating Expenses
|
|
2,082,646
|
|
3,022,020
|
Capital Costs
|
|
58,984
|
|
741,501
|
Abandonment Costs
|
|
90,108
|
|
142,554
|
Future Net Revenue
|
|
2,569,382
|
|
3,878,105
|
Present Worth at 10 Percent
|
|
1,510,211
|
|
2,151,532
|
|
|
|
|
|
Note: Future income tax expenses have not been taken into account in the preparation of these estimates.
|
|
Submitted,
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
That I am a Senior Vice President with DeGolyer and MacNaughton, which firm did prepare the report of third party addressed to Berry Petroleum Company, LLC dated February 1, 2019, and that I, as Senior Vice President, was responsible for the preparation of this report of third party.
|
2.
|
That I attended the University of Texas at Austin, and that I graduated with a Bachelor of Science degree in Petroleum Engineering in the year 1984; that I am a Registered Professional Engineer in the State of Texas; that I am a member of the Society of Petroleum Engineers and the Society of Petroleum Evaluation Engineers; and that I have in excess of 34 years of experience in oil and gas reservoir studies and reserves evaluations.
|
|
|
|
|
|
|