Contract
Exhibit 10.7
CERTAIN MATERIAL (INDICATED BY THREE ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
XXXXXXXX 66 COMPANY
COMMERCIAL OPERATIONS & STRATEGY
P. O. BOX 4428
XXXXXXX, XXXXX 00000
000-000-0000
CRUDE OIL OUTRIGHT PURCHASE AGREEMENT
AGREEMENT DATE: SEPTEMBER 30, 2011
| SANTA XXXXX ENERGY LLC | XXXXXXXX 66 NEGOTIATOR: Xxxxxx Xxxx | |||
| DEPT: CRUDE OIL TRADING ACCOUNTING | BUSINESS PHONE NUMBER: 000-000-0000 | |||
| X.X. XXX 0000 | XXXXXXXX 66 SCHEDULER(S): | |||
| XXXXX XXXXX, XXXXXXXXXX 00000 | Xxx Xxxxx | 000-000-0000 | ||
| ATTN: Xxxxx Xxxx |
| PHONE: 000-000-0000 |
| Fax: 000-000-0000 |
XXXXXXXX 66 CONTRACT NO. 81056
SANTA XXXXX ENERGY CONTRACT NO.
AMENDMENT NO. 3
Please refer to the above referenced contract and amendments thereto, if any. This confirms the understanding between Xxxxx Xxxx of SANTA XXXXX ENERGY and Xxxxxx Xxxx of XXXXXXXX 66, that by mutual consent between the parties said contract shall be amended as follows:
ITEMS AMENDED:
Re-activating lease to go to Santa Xxxxx. Eff. 05/01/2013. PRoberts
SPECIAL PROVISIONS
XXXXXXXX 66 RECEIVES FROM SANTA XXXXX ENERGY
TERM:
Effective May 1, 2013 to June 1, 2013 and continuing from month to month thereafter until the first day of the month following thirty (30) days’ advance written notice of termination or cancellation by either party to the other party.
QUANTITY AND QUALITY:
A volume of Xxxxxxx crude oil representing SANTA XXXXX ENERGY’s owned and/or controlled interest in production from the leases listed on attached Exhibit A (approximately 200 barrels per day).
DELIVERY:
Into third party designated trucks at the lease.
PRICE:
| *** | Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
Average of ChevronTexaco for Buena Vista Hills, ExxonMobil Corporation for Buena Vista, Shell Trading (US) Company (STUSCO) for Buena Vista and Union 76 for Buena Vista Hills in effect for the month of delivery, adjusted for actual gravity delivered;
Less $[***] U.S. per barrel market differential.
SPECIAL PROVISIONS (Other):
IMBALANCE:
SANTA XXXXX ENERGY warrants that the barrels sold herein are an outright purchase by XXXXXXXX 66. XXXXXXXX 66 is under no obligation, express or implied, to exchange, sell, or in any way pay back barrels to SANTA XXXXX ENERGY as a condition of this purchase.
GENERAL TERMS AND CONDITIONS:
Quantity and quality determinations shall be made in accordance with ConocoPhillips Company’s January 1, 2011 Quantity and Quality Determination Guidelines (the “Measurement Guidelines”). ConocoPhillips Company’s General Provisions for Domestic Crude Oil Agreements, issued as of January 1, 1993, and amended as of August 1, 2009 (the “General Provisions”) shall apply to this Agreement. The specific terms set forth in this Confirmation (the “Special Provisions”), the General Provisions and the Measurement Guidelines contain the entire Agreement of the parties with respect to the transaction or transactions described in the Special Provisions; no other promises, representations or warranties have been made by Seller or Buyer. Any amendment to this Agreement must be written and manually or electronically signed on behalf of the party against which such amendment is sought to be enforced. In the event of a conflict between the Measurement Guidelines and the General Provisions and/or these Special Provisions, the Measurement Guidelines shall govern unless specifically identified and negated in these Special Provisions. In the event of a conflict between the General Provisions and these Special Provisions, these Special Provisions shall govern.
LIMITATION OF LIABILITY
In no event shall either party be liable for loss of profits or indirect, special, exemplary, punitive, or consequential damages.
Privileged and Confidential Transactions:
Our traders from time to time agree to keep with counterparties, details of transaction proprietary and confidential. In order to insure that there is a clear understanding of the parties’ obligations, please note that our understanding of this term is that if a transaction is agreed to be “proprietary and confidential” or “P&C”, this means that neither party will disclose the details of the transaction to any third party other than to (i) governmental agencies, or (ii) price reporting agencies. If details are disclosed to price reporting agencies, the identity of the counterparty shall be kept confidential.
Xxxxxxxx 66 Company will not be bound to any terms or conditions to which it has not specifically agreed, either orally or in writing.
| INVOICES TO: | NOTICES TO: | |
| COMMENTS: | ||
| Xxxxxxxx 66 Company | Xxxxxxxx 66 Company | |
| Attn: Crude Oil Trading Accounting | Attn: Xxxxxxxx Xxxxxxxxxxxxxx | |
| X.X.X. Xxxxxxxx - 00xx Xxxxx 411 X. Xxxxxx St. 6th Flr Xxxxx Bldg |
Cherokee Building - Third Floor P. O. Box 4428 | |
| Bartlesville, Oklahoma 74003 | Xxxxxxx, Xxxxx 00000 | |
| Fax: 000-000-0000 Email: XXXXxxxxXxxxxxXxxxxxxx@X00.xxx |
Fax: 000-000-0000 | |
| Santa Xxxxx Energy LLC Attn: Xxxxx Xxxx X.X. Xxx 0000 Xxxxx Xxxxx, Xxxxxxxxxx 00000 Fax: 000-000-0000 | ||
| *** | Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
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Please advise us of any errors in the foregoing as soon as practical. If we do not receive any contrary indication from you before the earlier of our commencement of performance or the expiration of two (2) business days from the date of this confirmation, then we will assume that this confirmation correctly reflects the agreement of the parties. Please be advised that while we are willing to correct errors in the foregoing, Xxxxxxxx 66 Company will not accept any terms in addition to or inconsistent with the foregoing that you may propose in any confirmation or notice with respect to this agreement.
As used in this Agreement, references to “ConocoPhillips”, “ConocoPhillips Company”, “COP” and/or “CPCo” are intended to refer to Xxxxxxxx 66 Company except when such references describe a price posting or General Terms & Conditions.
REGARDS,
XXXXXXXX 66 COMPANY
Xxxxxx Xxxx
Lease Director
Commercial Operations & Strategy
Bakersfield, California
Fax: 000-000-0000
| *** | Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
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EXHIBIT A
| HLCO NO / LEASE NAME |
FACILITY NO / NAME |
EFFECTIVE FROM / TO |
OPERATOR / STATE / COUNTY |
DEC OF INT | ||||
| *** See Note 1. *** | ||||||||
| 0009109700 00050 XXXXXXX/PHOENIX |
2429779 XXXXXXX/PHOENIX |
May 1, 2013 | WEST COAST THIRD PARTY OPE CA/Alameda |
1.0000000 | ||||
| 0009129600 00050 XXXXXXX/PHOENIX-S XXXXX |
2508332 XXXXXXX/PHOENIX-S XXXXX |
March 1, 2013 | WEST COAST THIRD PARTY OPE CA/Alameda |
1.0000000 | ||||
Notes:
| 1. | Lease added effective May 1, 2013. |
| *** | Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
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