VENOCO, INC. THE GUARANTORS PARTIES HERETO, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 8.75% Senior Notes due 2011Indenture • March 31st, 2005 • BMC, Ltd. • New YorkINDENTURE dated as of December 20, 2004, among VENOCO, INC., a Delaware corporation (the "Company"), the GUARANTORS (as defined herein) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • BMC, Ltd. • Delaware
This Employment Agreement ("Agreement") is entered into effective as of February 5, 2005 by and between Venoco, Inc., a Delaware corporation ("Company"), and William Schneider ("Employee").
CREDIT AGREEMENT Dated as of November 4, 2004 and Amended and Restated as of December 20, 2004 among VENOCO, INC., as Borrower, and 217 STATE STREET, INC., BMC, LTD. and WHITTIER PIPELINE CORPORATION, as Guarantors, and BANK OF MONTREAL, as...Credit Agreement • March 31st, 2005 • BMC, Ltd. • Texas
This CREDIT AGREEMENT is entered into this 20th day of December, 2004, among VENOCO, INC., a Delaware corporation (the "Company"), 217 STATE STREET, INC., a California corporation ("217 State Street"), BMC, LTD., a California limited partnership ("BMC") and WHITTIER PIPELINE CORPORATION, a Delaware corporation ("Whittier," and together with 217 State Street and BMC herein collectively "Guarantor"), each of the financial institutions which is or which may from time to time become a signatory hereto (individually, a "Lender" and collectively, the "Lenders"); and BANK OF MONTREAL, a Canadian chartered bank acting through certain of its United States branches and agencies, including its Chicago, Illinois branch, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent").
LIMITED PARTNERSHIP AGREEMENT A California Limited PartnershipLimited Partnership Agreement • March 31st, 2005 • BMC, Ltd. • California
This LIMITED PARTNERSHIP AGREEMENT (Agreement) is made as of July 20, 1996, among VENOCO, INC., a California corporation, as General Partner ("General Partner"), and WHITHER PIPELINE CORPORATION, a California corporation, as Limited Partner ("Limited Partner"). The General Partner and the Limited Partner are sometimes collectively referred to as the Partners, and individually as a Partner.
150,000,000 VENOCO, INC. 8.75% Senior Notes due 2011 Registration Rights AgreementRegistration Rights Agreement • March 31st, 2005 • BMC, Ltd. • New York
This REGISTRATION RIGHTS AGREEMENT dated December 20, 2004, (the "Agreement") is entered into by and among Venoco, Inc., a Delaware corporation (the "Issuer"), the subsidiary guarantors of the Issuer listed on Schedule I hereto (the "Guarantors") and Lehman Brothers Inc. and Harris Nesbitt Corp. (together, the "Initial Purchasers").
Amendment to Sales AgreementSales Agreement • March 31st, 2005 • BMC, Ltd. • Colorado
This Amendment to Sales Agreement ("Agreement") is entered this 21st day of March, 2005 ("Effective Date") by and among Timothy Marquez, David Christofferson, Terry Sherban, Kevin Morrato, (each, a "Member", and collectively, the "Members"), Venoco, Inc. ("Venoco") and Marquez Energy, LLC ("MELLC").
CONTRACT OF AFFREIGHTMENTContract of Affreightment • March 31st, 2005 • BMC, Ltd.
This Contract of Affreightment ("COA") is entered into between Public Service Marine, Inc., (hereinafter called "Owner") with an office and place of business at 249 E. Ocean Blvd., Suite 310, Long Beach, California, 90802, and VENOCO LLC (hereinafter called "Charterer") with an office and place of business at 217 State Street, Suite 300, Santa Barbara, California 93101.
VENOCO, INC. MASTER DRILLING CONTRACTMaster Drilling Contract • March 31st, 2005 • BMC, Ltd. • California
This Agreement is entered into between Venoco, Inc., 5464 Carpinteria Ave. Suite J, Carpinteria, CA, 93013 (Venoco), and Kenai Drilling Limited, P.O. Box 2248, Orcutt, CA 93457-2248 (Contractor).
GRACE PLATFORM LEASE AGREEMENTLease Agreement • March 31st, 2005 • BMC, Ltd. • California
This Grace Platform Lease Agreement (the "Agreement" or the "Platform Lease") is made and entered into effective as of the 1st day of October, 2002 ("Effective Date"), by and between Venoco, Inc., a Delaware corporation ("Venoco" or "Platform Owner"), as owner of Grace Platform (defined below) and Crystal Energy LLC, a Delaware limited liability company ("Crystal Energy" or "Lessee") with each party to this Agreement being referred to individually as "Party" and collectively as the "Parties."
FIRST AMENDMENT TO CONTRACT OF AFFREIGHTMENTContract of Affreightment • April 20th, 2005 • BMC, Ltd. • Crude petroleum & natural gas
This First Amendment to Contract of Affreightment ("First Amendment") is entered into between Public Service Marine, Inc. (hereinafter called "Owner") and VENOCO, INC. (hereinafter called "Charterer").
VENOCO, INC. 2000 STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 31st, 2005 • BMC, Ltd. • Delaware
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement") by and between Venoco, Inc., a Delaware corporation (the "Corporation"), and (the "Participant") evidences the nonqualified stock option (the "Option") granted by the Corporation to the Participant as to the number of shares of the Corporation's Common Stock, $0.01 par value, first set forth below.
AGREEMENT FOR PURCHASE AND SALE OF LIMITED LIABILITY COMPANY AND MEMBERSHIP INTERESTS THEREINPurchase and Sale Agreement • March 31st, 2005 • BMC, Ltd. • Colorado
THIS AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS (the "Agreement") is made and entered into effective as of December 3, 2004 (the "Effective Date"), by, between and among Marquez Energy, LLC ("MELLC") and Timothy Marquez ("Marquez"), David Christofferson ("Christofferson"), Terry Sherban ("Sherban") and Kevin Morrato ("Morrato") (Marquez, Christofferson, Sherban and Morrato collectively referred to herein as "Sellers") and Venoco, Inc. ("Buyer"), with reference to the following facts:
150,000,000 VENOCO, INC. 8.75% Senior Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • March 31st, 2005 • BMC, Ltd. • New York
Venoco, Inc., a Delaware corporation (the "Company"), proposes, upon the terms and considerations set forth herein, to issue and sell to you, as the initial purchasers (the "Initial Purchasers"), $150,000,000 in aggregate principal amount of its 8.75% Senior Notes due 2011 (the "Notes"). The Notes will (i) have terms and provisions that are summarized in the Offering Memorandum (as defined below) and (ii) are to be issued pursuant to an Indenture (the "Indenture") to be dated as of December 20, 2004, among the Company, the Guarantors (as defined below) and U.S. Bank, N.A., as trustee (the "Trustee"). The Company's obligations under the Notes, including the due and punctual payment of interest on the Notes, will be unconditionally guaranteed (the "Guarantees") by BMC, Ltd., Whittier Pipeline Corp. and 217 State Street, Inc. (together the "Guarantors"). As used herein, the term "Notes" shall include the Guarantees, unless the context otherwise requires. This is to confirm the agreement c
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MARQUEZ ENERGY, LLCLimited Liability Company Operating Agreement • April 20th, 2005 • BMC, Ltd. • Crude petroleum & natural gas • Colorado
This Second Amended and Restated Limited Liability Company Operating Agreement (this "Agreement") of Marquez Energy, LLC, a limited liability company (the "Company"), is adopted, executed, and agreed to by Virginia Properties, Inc., an Illinois corporation (the "Sole Member"), effective as of March 21, 2005. This Agreement supersedes and replaces that certain Amended and Restated Operating Agreement of Marquez Energy, LLC, dated January 1, 2004, as amended.
