SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 30, 2006 among VENOCO, INC., as Borrower, and BMC, LTD. and WHITTIER PIPELINE CORPORATION, as Original Guarantors, The Several Lenders from Time to Time Parties Hereto, BANK OF MONTREAL,...Credit Agreement • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of March 30, 2006, among VENOCO, INC., a Delaware corporation (the "Company"); BMC, LTD., a California limited partnership ("BMC"); and WHITTIER PIPELINE CORPORATION, a Delaware corporation ("Whittier"); 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"), HARRIS NESBITT CORP., as lead arranger (in such capacity, the "Lead Arranger"), CREDIT SUISSE SECURITIES (USA) LLC, as Co-Arranger (in such capacity, a "Co-Arranger"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Co-Syndication Agent (in such capacity, a "Co-Syndication Agent") a
TERM LOAN AGREEMENT Dated as of March 30, 2006 among VENOCO, INC., as Borrower, and BMC, LTD. and WHITTIER PIPELINE CORPORATION, as Original Guarantors, The Several Lenders from Time to Time Parties Hereto, CREDIT SUISSE, CAYMAN ISLANDS BRANCH as...Term Loan Agreement • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • New York
This TERM LOAN AGREEMENT is entered into as of March 30, 2006, among VENOCO, INC., a Delaware corporation (the "Company"); BMC, LTD., a California limited partnership ("BMC"); and WHITTIER PIPELINE CORPORATION, a Delaware corporation ("Whittier"); 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"); CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"); CREDIT SUISSE SECURITIES (USA) LLC and LEHMAN BROTHERS INC., as joint lead arrangers (in such capacities, collectively, the "Lead Arrangers"); HARRIS NESBITT CORP., as co-arranger (together with the Lead Arrangers, the "Arrangers"); and LEHMAN BROTHERS INC., as syndication agent (in such capacity, the "Syndication Agent").
ASSIGNMENT AND SUBORDINATION OF MASTER LEASE AND CONSENT OF MASTER TENANTAssignment and Assumption Of • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • California
THIS ASSIGNMENT AND SUBORDINATION OF MASTER LEASE AND CONSENT OF MASTER TENANT (this "Agreement") is made as of December 9, 2004, by and among 6267 CARPINTERIA AVENUE, LLC, a Delaware limited liability company ("Owner"), VENOCO, INC., a Delaware corporation ("Master Tenant"), and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, "Lender").
COLLATERAL TRUST AGREEMENTCollateral Trust Agreement • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • New York
COLLATERAL TRUST AGREEMENT dated as of March 30, 2006, by and among VENOCO, INC., a Delaware corporation (the "Company"), BMC, LTD., a California limited partnership ("BMC"), WHITTIER PIPELINE CORPORATION, a Delaware corporation (together with BMC and each of the subsidiaries of the Company that become "Subsidiary Guarantors" hereunder pursuant to Section 8.13 after the date hereof, the "Subsidiary Guarantors", and, together with the Company, the "Grantors"), CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as administrative agent under the Second Lien Term Loan Agreement (as defined below) (in such capacity, together with its successors in such capacity, the "Second Lien Term Loan Administrative Agent"), and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as collateral trustee (in such capacity, together with its successors in such capacity, the "Collateral Trustee") for the Sharing Secured Parties (as defined below).
AGREEMENT AND PLAN OF MERGER by and among TEXCAL ENERGY (LP) LLC, VENOCO, INC., BICYCLE ACQUISITION COMPANY, LLC and MEMBER REP LLC Dated as of March 30, 2006Agreement and Plan of Merger • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of March 30, 2006, is made by and among TexCal Energy (LP) LLC, a Delaware limited liability company (the "Company"), Venoco, Inc., a Delaware corporation ("Parent"), Bicycle Acquisition Company, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger Subsidiary") and Member Rep LLC, a Texas limited liability company ("Member Representative").
PLATFORM AGREEMENTAsset Purchase Agreement • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • California
THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of , 20 (the "Effective Date") by and between VENOCO, INC., a Delaware corporation ("Venoco") and CLEARWATER PORT LLC, a Delaware limited liability company ("Buyer").
INDEMNITY AND GUARANTY AGREEMENTIndemnity and Guaranty Agreement • April 5th, 2006 • Venoco, Inc. • Crude petroleum & natural gas • California
This INDEMNITY AND GUARANTY AGREEMENT (this "Agreement") is made as of March 22, 2006 by Timothy M. Marquez and Bernadette B. Marquez, as trustees of the Marquez Trust under Trust Agreement dated February 26, 2002, as amended (collectively, "Indemnitor"), whose address is c/o Venoco, Inc., 6267 Carpinteria Avenue, Carpinteria, California 93013, in favor of Venoco, Inc., a Delaware corporation ("Venoco") whose address is 6267 Carpinteria Avenue, Carpinteria, California 93013.
