Crude Oil Purchase and Sale Agreement (as Amended) between ExxonMobil Oil Corporation and Berry Petroleum Company

Summary

This agreement, originally effective August 19, 2009, is between ExxonMobil Oil Corporation and Berry Petroleum Company. It outlines the sale and purchase of crude oil, specifying delivery volumes, locations, and pricing formulas based on posted market prices. The contract has been amended several times to extend its term, update pricing, and clarify delivery terms. The current term runs through August 31, 2014, after which it continues month-to-month unless canceled with 60 days' notice. All other terms remain in effect unless specifically amended.

EX-10.1 2 exhibit101.htm EXHIBIT 10.1 Exhibit 10.1

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE

1 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

THIS FORMALIZES OUR AGREEMENT TO AMEND THE REFERENCED AGREEMENT, WHICH HAD AN EFFECTIVE

DATE OF 08/19/2009 ENTERED INTO BETWEEN EXXONMOBIL OIL CORPORATION, HEREINAFTER KNOWN AS

"EXXONMOBIL", AND BERRY PETROLEUM CO (HEREINAFTER CALLED "CUSTOMER"), AS SUCH AGREEMENT

MAY HAVE BEEN AMENDED THEREAFTER FROM TIME TO TIME.

EXXONMOBIL CUSTOMER

CONTRACT: BRRY1403TE CONTRACT:

7017521

AMENDMENT INTENT:

AMENDMENT: 07/31/2012

ADDING THE FOLLOWING VERBAGE PER REQUEST FROM RON CROSS (BERRY PETROLEUM):

“EXXONMOBIL OIL CORPORATION AND BERRY PETROLEUM COMPANY

APPROVE THE BELOW AMENDMENT WITH AN EFFECTIVE DATE OF

JULY 30, 2012.”

APPROVED BY +++.

*************

AMENDMENT: 07/09/2012

THE FOLLOWING CHANGES ARE EFFECTED TO THIS CONTRACT:

1) INITIAL TERMS ARE EXTENDED THROUGH AUGUST 31, 2014.

2) VOLUME: APPROXIMATELY 12,100 BARRELS PER DAY -

LIMITED BY THE LEASE PRODUCTION -

BERRY CENTRAL, ETHEL D, FORMAX AND

FAIRFIELD LEASES

3) NEW PRICING TERMS WILL BE EFFECTIVE DATE OF

SEPTEMBER 1, 2012 THRU AUGUST 31, 2014.

4) FOLLOWING THIS INITIAL PERIOD, THIS AGREEMENT SHALL CONTINUE

THEREAFTER ON A MONTH-TO-MONTH BASIS UNLESS CANCELLED BY

EITHER PARTY WITH A 60-DAY NOC.

5) FIRST NOTICE OF CANCELLATION SHALL NOT BE GIVEN PRIOR

TO JULY 1, 2014.

ALL THE OTHER TERMS AND CONDITIONS REMAIN IN FULL FORCE

AND EFFECT. APPROVED BY +++.

******

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

AMENDMENT: 09/12/2011

AFOREMENTIONED EVERGREEN CONTRACT HAS BEEN REVIEWED BY

+++(TRADER). "DATE OF LAST EVERGREEN REVIEW"

UPDATED IN SAP SYSTEM TO READ 09/01/2011. ALL THE OTHER

TERMS AND CONDITIONS REMAIN UNCHANGED AND ARE IN FULL

FORCE AND EFFECT. APPROVED BY +++.

******

PER BERRY PETROLEUM'S REQUEST, BELOW DATE OF AMENDMENT ON

CONTRACT IS BEING CHANGED TO 09/29/10 TO COINCIDE WITH

DATE THAT BERRY RECEIVED FORMAL BOARD APPROVAL.

PLEASE NOTE, HOWEVER, THAT DUE TO A RECENT SYSTEM-WIDE

SAP ISSUE, EXXONMOBIL'S EXECUTED DATE OF APPROVAL WILL

APPEAR PAST 09/29/10.

*******

AMENDMENT: 09/29/10

INITIAL TERMS ARE EXTENDED THROUGH 11/30/2010.

NEW PRICING TERMS WILL BE EFFECTIVE DATE OF

12/01/2010 THRU NOVEMBER 30, 2011 AND 90-DAY

EVERGREEN THEREAFTER. ALL OTHER TERMS AND

CONDITIONS REMAIN IN FULL FORCE AND EFFECT.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE:

2 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

APPROVED BY +++.

*********

CHANGING DELIVERY/LOCATION VERBAGE OF CONTRACT TO READ

AS FOLLOWS:

A. SECTION 1: "INTO EXXONMOBIL SJV PIPELINE VIA

EXXONMOBIL DUVALL VIA SHELL PIPELINE

FROM BERRY CENTRAL LEASES."

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

B. SECTION 4: "INTO CONOCOPHILLIPS COMMON CARRIER

PIPELINE LINE 100) FROM FORMAX LEASES."

***

NOTE: "TOTAL CONTRACT VOLUME ......

LIMITED TO 100% OF THE LEASE PRODUCTION

AT BERRY CENTRAL, ..."

REQUESTED BY BERRY PETROLEUM (RON CROSS), APPROVED BY

+++ - 09/24/09.

*********

____________________________________________________________________________________________________________

EXXONMOBIL RECEIVES (BUYS):

CRUDE TYPE:

01) SAN JOAQUIN VALLEY.

02) SAN JOAQUIN VALLEY.

03) SAN JOAQUIN VALLEY.

04) SAN JOAQUIN VALLEY.

VOLUME:

01) 4,900 BARRELS PER DAY

02) 2,000 BARRELS PER DAY

03) 3,300 BARRELS PER DAY

04) 2,000 BARRELS PER DAY

PRICE:

EXXONMOBIL AGREES TO PAY BERRY PETROLEUM CO

01) FORMULA NUMBER: 1000316044

NEW PRICING EFFECTIVE 9/1/2012 THRU 8/31/2014:

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH, +++ $+++ PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.

**********

DELIVERY VOLUME/LOCATION: APPROXIMATELY 4.2 KBD

INTO EXXONMOBIL SJV PIPELINE VIA

EXXONMOBIL DUVALL VIA SHELL PIPELINE

FROM BERRY CENTRAL LEASES.

**********

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE:

3 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

**********

02) FORMULA NUMBER: 1000316045

NEW PRICING EFFECTIVE 09/01/2012 THRU 08/31/2014:

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH, +++ $+++ PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.

**********

DELIVERY VOLUME/LOCATION: APPROXIMATELY 3.15 KBD

INTO PLAINS PIPELINE GATHERING LINE

FROM ETHEL D.

**********

03) FORMULA NUMBER: 1000316046

NEW PRICING TERMS EFFECTIVE 09/01/2012 THRU 08/31/2014:

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH, +++ $+++ PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.

**********

DELIVERY VOLUME/LOCATION: APPROXIMATELY 3.15 KBD

INTO PLAINS PIPELINE GATHERING LINE

FROM FAIRFIELD LEASES.

**********

04) FORMULA NUMBER: 1000316047

NEW PRICING TERMS EFFECTIVE 09/01/2012 THRU 08/31/2014:

PRICE FOR CRUDE OIL SHALL BE THE AVERAGE OF CHEVRON/UNOCAL/EXXONMOBIL/

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

SHELL TRADING COMPANY PRICES POSTED FOR MIDWAY SUNSET CRUDE OIL

DURING THE DELIVERY MONTH, +++ $+++ PER NET BARREL DIFFERENTIAL,

ADJUSTED FOR ACTUAL GRAVITY DELIVERED BASED ON THE AVERAGE OF

CHEVRON/UNOCAL/EXXONMOBIL/SHELL TRADING COMPANY GRAVITY SCALES.

DELIVERIES TO BE DEEMED EQUAL DAILY QUANTITES.

**********

DELIVERY VOLUME/LOCATIONS: APPROXIMATELY 1.6 KBD INTO

CONOCOPHILLIPS COMMON CARRIER

PIPELINE

DELIVERY:

01) WEST COAST PIPELINE CO AT: DUVALL ROAD, CA

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE:

4 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

02) PLAINS MARKETING & AT: ETHEL D, CA

03) PLAINS MARKETING & AT: BERRY FAIRFIELD, CA

04) CONOCOPHILLIPS COMMON CARRIER AT: FORMAX LEASE, CA

TERMINATION:

INITIAL TERMS ARE BEING EXTENDED FROM SEPTEMBER 1, 2012

THRU AUGUST 31, 2014. FOLLOWING THIS INITIAL PERIOD,

THIS AGREEMENT SHALL CONTINUE THEREAFTER ON A

MONTH-TO-MONTH BASIS UNLESS CONTRACT IS CANCELLED BY

EITHER PARTY WITH A 60-DAY NOTICE OF CANCELLATION.

FIRST NOTICE OF CANCELLATION SHALL NOT BE GIVEN

PRIOR TO JULY 1, 2014. ALL THE OTHER TERMS AND

CONDITIONS REMAIN UNCHANGED AND ARE IN FULL FORCE

AND EFFECT.

*******

INITIAL TERMS BELOW ARE BEING EXTENDED THROUGH

NOVEMBER 30, 2010. NEW PRICING TERMS WILL BE EFFECTIVE

DECEMBER 1, 2010 THROUGH NOVEMBER 30, 2011.

FOLLOWING THIS PERIOD, THIS AGREEMENT SHALL CONTINUE

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

THEREAFTER ON A MONTH-TO-MONTH BASIS UNLESS EITHER PARTY

SERVES TERMINATION NOTICE OF AT LEAST 90 DAYS. IF THE

AGREEMENT IS TERMINATED OR NEW TERMS ARE NEGOTIATED

DURING THE 90-DAY NOTICE PERIOD, THE TERMINATION OR NEW

TERMS WILL BE EFFECTIVE ON THE FIRST OF THE CALENDAR

MONTH OCCURRING 90 DAYS AFTER NOTICE IS SERVED.

FOR EXAMPLE, IF EITHER PARTY SERVED NOTICE ON

SEPTEMBER 1, 2011, TERMINATION OR ANY NEWLY NEGOTIATED

TERMS WOULD TAKE EFFECT ON DECEMBER 1, 2011. THE

EARLIEST THE AGREEMENT MAY BE TERMINATED IS AT THE END

OF THE INITIAL TERM UPON SERVING TERMINATION NOTICE

ON OR BEFORE SEPTEMBER 1, 2011.

********

BEGINNING OCTOBER 1, 2009 THRU SEPTEMBER 30, 2010.

FOLLOWING THIS INITIAL PERIOD, THIS AGREEMENT SHALL

CONTINUE THEREAFTER ON A MONTH-TO-MONTH BASIS UNLESS

CONTRACT IS CANCELLED BY EITHER PARTY WITH A 60-DAY

NOTICE OF CANCELLATION. FIRST NOTICE OF CANCELLATION

SHALL NOT BE GIVEN PRIOR TO AUGUST 1, 2010.

____________________________________________________________________________________________________________

OTHER SPECIAL PROVISIONS:

PLEASE REFER TO CONTRACT NUMBER BRRY1403TE ON ALL CORRESPONDENCE INCLUDING STATEMENTS AND

WIRE TRANSFERS

GENERAL TERMS:

CONOCO'S GENERAL PROVISIONS FOR DOMESTIC CRUDE OIL AGREEMENTS DATED

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE:

5 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

JANUARY 1, 1993 ARE INCORPORATED HEREIN BY REFERENCE AND MADE PART OF

THIS AGREEMENT.

IN THE EVENT OF A CONFLICT BETWEEN THESE GENERAL TERMS AND CONDITIONS

AND THE SPECIFIC TERMS AND CONDITIONS OF THE AGREEMENT, THE SPECIFIC

TERMS AND CONDITIONS SHALL GOVERN.

CRUDE EXPORT CLAUSE:

IN THE EVENT THE CRUDE OIL WILL BE EXPORTED FROM THE UNITED

STATES, BUYER UNDERTAKES TO DETERMINE ANY EXPORT LICENSE

REQUIREMENTS TO OBTAIN ANY EXPORT LICENSE OR OTHER OFFICIAL

AUTHORIZATION AND TO CARRY OUT ANY CUSTOMS FORMALITIES FOR THE

EXPORT OF THE CRUDE OIL.

PAYMENT TERMS:

IN CONSIDERATION FOR THE MUTUAL EFFICIENCIES ARISING FROM NET

SETTLEMENT, UNLESS OTHERWISE SPECIFIED, THE PARTIES WILL USE THE

FOLLOWING PROCEDURE, EXCEPT AS TO CONTRACTS FOR THE DELIVERY OF

CRUDE OIL AND/OR CONDENSATE DELIVERED BY TANKER(S) AND CONTRACTS

SECURED BY PREPAYMENT AND/OR DOCUMENTARY LETTER(S) OF CREDIT, WHICH

SHALL BE EXCLUDED FROM THIS CLAUSE AND PAID ACCORDING TO THE PROVISIONS

OF THE APPLICABLE CONTRACTS BETWEEN THE PARTIES. THE PARTIES SHALL

CONTINUE TO ISSUE INVOICES, IN ACCORDANCE WITH CONTRACT TERMS, IN THE

NORMAL COURSE OF BUSINESS. ON OR BEFORE THE 20TH CALENDAR DAY (OR THE

PRECEDING BUSINESS DAY, IF THE 20TH IS NOT A BUSINESS DAY) OF THE MONTH

FOLLOWING THE MONTH DURING WHICH DELIVERIES OCCUR PURSUANT TO TERMS OF

CONTRACTS BETWEEN THE PARTIES, THE PARTIES WILL COMMUNICATE AND CONFIRM

THE INVOICED AMOUNTS TO BE INCLUDED IN THE NET PAYMENT (OR NET

SETTLEMENT) OF ACCOUNTS. ANY REMAINING BALANCE SHALL BE PAID BY THE

PARTY OWING SUCH AMOUNT TO THE OTHER PARTY ON THE DATE THE GROSS

AMOUNTS ARE DUE PER THE CONTRACTS.

TITLE TRANSFER:

BY TRANSFER FROM DELIVERING PARTY'S TO RECEIVING PARTY'S ACCOUNT AT THE

LOCATION(S) DESCRIBED HEREIN, AT WHICH POINT(S) TITLE SHALL PASS AS

EVIDENCED BY RUN TICKETS/ALLOCATION STATEMENTS ISSUED BY THE CARRIER(S)

INVOLVED.

FINAL AGREEMENT:

THIS CONTRACT, INCLUDING THE ABOVE REFERENCED GENERAL TERMS COMPRISES

THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MERGES AND SUPERSEDES ALL

PRIOR REPRESENTATIONS AND UNDERSTANDINGS BETWEEN THE PARTIES HERETO

COVERING THE SUBJECT MATTER HEREOF.

ASSIGNMENT CLAUSE:

NEITHER PARTY SHALL ASSIGN THIS AGREEMENT WITHOUT THE PRIOR WRITTEN

CONSENT OF THE OTHER. NOTWITHSTANDING THE FOREGOING, EXXONMOBIL OIL

CORPORATION SHALL HAVE THE RIGHT TO ASSIGN THIS AGREEMENT TO AN

AFFILIATE WITHOUT WRITTEN CONSENT, BY PROVIDING WRITTEN NOTICE TO THE

OTHER PARTY.

Redacted portions have been marked with [+++]. The redacted portions are subject to a request

for confidential treatment that has been filed with the Securities and Exchange Commission.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

AGREEMENT

TODAY'S

DATE:

08/19/2009

DATE:

07/09/2012

PAGE:

6 OF 6

TO:

BERRY PETROLEUM CO

FROM:

EXXONMOBIL OIL CORPORATION

RON CROSS (303 ###-###-####)

+++

3039994141 (FAX)

+++ (FAX)

DOCUMENTATION INSTRUCTIONS:

THIS DOCUMENT EVIDENCES OUR UNDERSTANDING OF THE ENTIRE AGREEMENT AND

SHALL CONSTITUTE THE FORMAL CONTRACT. PLEASE CONFIRM BY IMMEDIATE FAX

TO THE EXXONMOBIL CONTRACT ADMINISTRATOR THAT THE ABOVE IS IN

ACCORDANCE WITH YOUR UNDERSTANDING. ABSENT WRITTEN NOTICE OF

OBJECTION, WE ASSUME YOUR AGREEMENT TO THESE TERMS AND CONDITIONS. YOUR

RESPONSE SHOULD REFLECT THE APPROPRIATE PARTY IN YOUR ORGANIZATION WHO

HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT.

***

INVOICES TO EXXONMOBIL SHOULD BE MAILED OR FAXED AS FOLLOWS:

EXXONMOBIL OIL CORPORATION

+++

ATTN: +++

FAX # +++(INVOICES ONLY)

***

EXXONMOBIL CONTRACT ADMINISTRATOR: +++

EXCEPT AS NOTED ABOVE, ALL OTHER PROVISIONS FOR THE AGREEMENT REMAIN UNCHANGED. PLEASE

ACKNOWLEDGE RECEIPT OF THIS CONFIRMATION BY RETURN FAX TO +++. ABSENT WRITTEN

NOTICE OF OBJECTION, WE ASSUME YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

SIGNATURE: +++