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Home My WebLink About945008 STATE OF WYOMING § § § RECEIVED 2/2/2009 at 2:52 PM RECEIVING # 945008 BOOK: 714 PAGE: 392 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY CONVEYANCE COUNTY OF LINCOLN ûOû392 This Conveyance (this "Conveyance") from Halliburton Energy Services, Inc., a Delaware corporation, whose address is 2101 CityWest Blvd., Building 2, Houston, Texas 77042 (hereafter called "Grantor"), to Hat Creek Energy, LLC, a Colorado limited liability company, whose address is 3575 Ch~reek Drive North, Denver, Colorado 80209 (hereafter called "Grantee"), is executed this day of December, 2008 but is effective as of 7:00 a.m., local time, where the respective Interests are located, on the 1 st day of December, 2008 ("Effective Time"). Reference is made to the Purchase and Sale Agreement more particularly described in Section 4.2 of this Conveyance. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase and Sale Agreement. ARTICLE 1 Conveyance of Oil and Gas Interests Section 1.1. Conveyance: Grantor, for good and valuable consideration, in hand paid, the receipt and sufficiency of which are hereby acknowledged, hereby grants, bargains, sells, and conveys unto Grantee, the following (collectively, subject to the exclusion of the Excluded Interests, the "Interests"): (a) all of Grantor's right, title and interest in and to the Hydrocarbons leases, subleases, carried interests, farmout rights, options and other properties, interests and rights to Hydrocarbons in place described in Exhibit A-I attached hereto ("Leases"), together with each and every kind or character of right, title and interest that Grantor has in and to the Leases and the lands subject thereto and the lands currently pooled, unitized, communitized or consolidated therewith ("Lands"), and all Hydrocarbons, water, injection and disposal wells located on the Lands, including without limitation the wells described in Exhibit A-2 attached hereto ("Wells"); (b) all of Grantor's right, title and interest in and to any currently existing pools or units which include any Lands or all or any part of any Leases, or include any Wells, including without limitation the pools or units described on Exhibit A-2 attached hereto (the "Units", and the Units together with the Leases, Lands and Wells, the "Properties"), and all tenements, hereditaments and appurtenances belonging to the Leases and Units; (c) all of Grantor's right, title and interest in and to all platforms described on Exhibit A-3 attached hereto, plants, pipelines, gathering and processing systems described on Exhibit A-4 attached hereto and all other platforms, plants, pipelines, and gathering and processing systems which are located on the Lands or are specifically committed for use in HOUD3: 1184224.4 Page 1 of 11 ÜOû393 connection with the development of or production of Hydrocarbons fÌom the Properties (collectivel y, "Facilities"); (d) all of Grantor's right, title and interest in and to all contracts, agreements, instruments, licenses, permits, easements, rights-of-way and other similar rights: (i) listed on Exhibit A-5 attached hereto; or (ii) if not so listed, to the extent binding on the Properties or the Facilities or relating primarily to the Properties or the Facilities ("Contracts"); ( e) all of Grantor's right, title and interest in and to Hydrocarbons produced fÌom or allocable to the Leases to the extent attributable to the period of time after the Effective Time, together with all imbalances associated with the Properties, whether arising at the wellhead, pipeline, gathering system, transportation system or other location; and (f) all of Grantor's paper copies of the following, to the extent relating primarily to the Properties, the Facilities or the Contracts: land, operation and production files, geological and engineering files, logs, core analysis, formation tests, and title, accounting and contract files, and non-confidential and non-proprietary seismic or other geophysical data, and copies of Grantor's electronic files containing technical information and data of which Grantor has knowledge (for the avoidance of doubt, electronic files shall not include e-mails) in each case only to the extent that Grantor has the right to transfer the same to Grantee and that Grantee has the right to use the same, in each case without the consent of any other Person and without the payment of any fee, penalty or other consideration ("Files"). Section 1.2. Excluded Interests: Notwithstanding the foregoing, the Interests shall not include, and there is excepted, reserved and . excluded ITom the conveyance contemplated hereby, the Excluded Interests. The "Excluded Interests" shall mean: (a) all corporate, financial, Tax and legal records of Grantor that relate to Grantor's business generally, or that do not relate primarily to the Interests, or that relate to the interests identified in subparagraphs (b) through (0) below; (b) all cash, marketable securities, accounts receivable, trade credits, notes receivable accruing before the Effective Time; (c) all Hydrocarbons produced with respect to any periods of time prior to the Effective Time and all proceeds attributable thereto (including without limitation any such proceeds held in suspense); (d) all refunds of costs, Taxes or expenses borne by Grantor or Grantor's predecessor in title attributable to any periods or time prior to the Effective Time; (e) all proceeds ITom the settlements of contract disputes with purchasers of Hydrocarbons including without limitation settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Effective Time; (f) all area-wide permits and licenses or other permits, licenses or authorizations used in the conduct of Grantor's business generally; HOU03:1l84224.4 Page 2 of 11 ûOô394 (g) all rights, titles, claims (regardless when submitted) and interests of Grantor or its Affiliates to or under any policy or agreement of insurance or any insurance proceeds, or to or under any bond or bond proceeds; (h) all patents, patent applications, logos, service marks, copyrights, fonnulae, trade secrets, intellectual property rights, trade names or trademarks of or associated with Grantor or its Affiliates or its or their businesses; (i) all privileged attorney-client communications, files or records (other than drilling and division order title opinions); G) all materials, infonnation and analyses developed or prepared in connection with marketing the Interests, including without limitation presentations, valuations and bidder lists, all communications with marketing advisors, and all materials, infonnation and records relating to the negotiation and consummation of the sale of the Interests; (k) reserved; (1) computer or communications hardware and software (including without limitation tapes, codes, data and program documentation and all tangible manifestations and technical infonnation relating thereto), provided that this Section 1.2(1) shall not be construed to include copies of those electronic files described in Section 1.1(f); (m) office buildings and office space, office leases and office subleases used In connection with the Interests, and all furniture, fixtures and equipment located therein; (n) fee ownership (i.e., ownership not deriving from a leasehold interest) of any mineral estate, including without limitation mineral servitudes; and (0) All assets, properties and rights used by Grantor in, or held for use by Grantor for, any of Grantor's or its Affiliates' oilfield services and products (including without limitation software) businesses, including without limitation service contracts, work orders, materialmen's liens, intellectual property, accounts receivable and other contractual rights so used or held for use, and all facilities, equipment, tools and materials owned, leased or rented by Grantor and used or held for use for the provision of oilfield services and/or products (including without limitation software) by Grantor and/or any of its Affiliates. TO HAVE AND TO HOLD the Interests unto Grantee, its successors and assIgns, forever, subject, however, to the tenns and conditions of this Conveyance. ARTICLE 2 Limited Warrantv and Disclaimers Section 2.1 Special Limited Warranty: As of the Closing Date, Grantor warrants title to the Interests, subject to Pennitted Encumbrances, unto Grantee, its successors and HOU03:1184224.4 Page 3 of 11 ÜOû395 assigns, against all persons claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. Section 2.2 Disclaimers: Grantor makes no, and expressly disclaims any, other warranty of title to· the Interests. Notwithstanding anything to the contrary herein, Grantee shall not be entitled to any remedy of any type under Grantor's special limited warranty of title provided herein against any Title Defect reported by Grantee under Article 5 of the Purchase and Sale Agreement and/or any Title Defect disclosed to or known by Grantee or any of its Affiliates prior to the Title Claim Date. EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE PURCHASE AND SALE AGREEMENT OR IN THIS CONVEYANCE, GRANTOR DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE FACILITIES AND OTHER PERSONAL PROPERTY LOCATED ON OR INCLUDED IN THE INTERESTS, AND THE PARTIES AGREE THAT THE SAME ARE TO BE SOLD ON AN "AS IS, WHERE IS" BASIS AND CONDITION. GRANTEE EXPRESSL Y WAIVES THE WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTEE AGAINST HIDDEN OR LATENT REDHIBITORY VICES UNDER LOUISIANA LAW, INCLUDING WITHOUT LIMITATION LOUISIANA CIVIL CODE ARTICLES 2520 (1870) THROUGH 2548, AND THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLES 2476; WAIVES ALL RIGHTS IN REDHmlTION PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520, ET SEQ.; OR FOR RESTITUTION OR OTHER DIMINUTION OF THE PURCHASE PRICE; ACKNOWLEDGES THAT THIS EXPRESS WAIVER SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS SALE AND THE CONSIDERATION THEREOF; AND ACKNOWLEDGES THAT THIS WAIVER HAS BEEN BROUGHT TO THE ATTENTION OF GRANTEE AND EXPLAINED IN DETAIL AND THAT GRANTEE HAS VOLUNTARILY AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR WARRANTY AGAINST REDHIBITORY VICES AND DEFECTS FOR THE INTERESTS. GRANTEE TAKES THE INTERESTS "AS IS" AND "WHERE IS"; GRANTEE HEREBY ACKNOWLEDGING RELIANCE SOLELY ON ITS OWN INSPECTION OF THE INTERESTS, AND NOT ON ANY WARRANTIES OR REPRESENTATIONS FROM GRANTOR WITH RESPECT TO THE CONDITION OF THE INTERESTS. IN ADDITION, GRANTEE ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THE PURCHASE AND SALE AGREEMENT OR IN THE CERTIFICATE TO BE DELIVERED BY GRANTOR AT CLOSING PURSUANT TO SECTION 7.02(C) OF THE PURCHASE AND SALE AGREEMENT, GRANTOR HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, HOD03:1184224.4 Page 4 ofll ûOô396 EXPRESS, STATUTORY OR IMPLIED, WITH RESPECT TO THE CONDITION OF THE INTERESTS, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR REPRESENTATIONS AS TO ABSENCE OF VICES OR DEFECTS (WHETHER APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR HIDDEN); FITNESS FOR ANY ORDINARY USE; FITNESS FOR ANY INTENDED USE OR PARTICULAR PURPOSE; TAX CONSEQUENCES, ENVIRONMENTAL CONDITION, AMOUNT OF HYDROCARBON RESERVES, OR RATE OR CONTINUITY OF PRODUCTION OF HYDROCARBONS; TITLE TO ANY OF THE INTERESTS, THE CONTENTS, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, OR ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION RELATING TO THE INTERESTS; THE QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE INTERESTS; ANY ESTIMATES OF VALUE OF THE INTERESTS OR FUTURE REVENUES GENERATED BY THE INTERESTS; THE CONTENT, CHARACTER OR NATURE OF ANY DESCRIPTIVE MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY THIRD PARTIES; ANY OTHER INFORMATION OR MATERIALS THAT MAY HAVE BEEN MADE AVAILABLE OR COMMUNICATED TO GRANTEE. ALL WARRANTIES WITH RESPECT TO THE CONDITION OF THE INTERESTS ARE HEREBY DISCLAIMED BY GRANTOR AND EXPRESSLY WAIVED BY GRANTEE. GRANTEE HAS NOT RELIED AND WILL NOT RELY ON, AND GRANTOR IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE CONDITION OF THE INTERESTS OR RELATING THERETO MADE OR FURNISHED BY GRANTOR, ANY PARTY ACTING OR PURPORTING TO ACT FOR GRANTOR, OR ANY BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT GRANTOR, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, ORALLY OR IN WRITING. WITHOUT IN ANY WAY LIMITING ANY OTHER DISCLAIMERS OF WARRANTY HEREIN AND NOTWITHSTANDING ANY DISCLOSURES MADE BY GRANTOR TO GRANTEE, GRANTOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION MADE AS OF THE EXECUTION DATE AND/OR AS OF THE CLOSING OF THE COMPLETENESS OF ANY SUCH DISCLOSURE OR THAT THE PROPERTY IS FREE FROM ANY ENDANGERED SPECIES OR THAT ALL OR ANY PART OF THE PROPERTY IS NOT A CRITICAL HABITAT OR A WETLAND, OR THAT ANY PART OF THE INTERESTS DOES NOT INCLUDE A GEOLOGIC HAZARD. "Endangered Species" as used herein shall have the same meaning as "endangered species" is defined pursuant to 16 V.S.C. 1532(6) or the state Laws applicable to the Leases; as "threatened species" is defined pursuant to 16 V.S.C. 1533(30) or the state Laws applicable to the Leases; and/or, as a candidate species for such listing under federal or state Law. "Critical Habitat" as used herein shall have the meaning as defined pursuant to 16 V.S.C. 1532(5). "Wetland" as used herein shall have the meaning as defined in 40 Code of Federal Regulations §230.3(a), or under the state Laws applicable to the Leases is located. "Geologic Hazards" as used herein shall include seismic hazard and any earth slides or other earth movement. HOU03: 1184224.4 Page 5 of 11 ARTICLE 3 Assumption of Oblieations ûOô397 Section 3.1. Assumed Seller Oblieations: Effective on the date of this Conveyance, Grantee assumes and agrees to fulfill, perfonn, pay and discharge the Assumed Seller Obligations. Section 3.2. Subiect to Leases and Contracts: Grantee is taking the Interests subject to the tenns of the Leases and Contracts, and hereby assumes and agrees to fulfill, perfonn, pay and discharge Grantor's obligations under the Leases and Contracts. Section 3.3. NORM: IT IS EXPRESSLY RECOGNIZED THAT THE LANDS AND/OR WATER BOTTOM ALONG WITH SURFACE FACILITIES AND PRODUCTION EQUIPMENT LOCATED THEREON, HAVING BEEN USED IN CONNECTION WITH HYDROCARBONS PRODUCTION ACTIVITIES, MAY CONTAIN NORM AS A RESULT OF THESE OPERATIONS. ACCORDINGLY, LANDS AND/OR WATER BOTTOMS, THE WELLS, FACILITIES AND EQUIPMENT TRANSFERRED HEREIN ARE TRANSFERRED WITH THE RESTRICTION THAT THEY WILL BE USED ONLY IN CONNECTION WITH HYDROCARBONS PRODUCING ACTIVITIES ASSOCIATED WITH THE LEASES, AND WILL NOT BE SUBSEQUENTLY TRANSFERRED FOR UNRESTRICTED USE UNLESS THE CONCENTRATIONS OF NORM ASSOCIATED THEREWITH ARE BELOW THE LEVELS SPECIFIED AS ALLOWABLE FOR UNRESTRICTED TRANSFER AS SET FORTH IN ANY AND ALL APPLICABLE LAWS OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION. ADDITIONALLY, GRANTEE AGREES TO COMPLY WITH ALL PROVISIONS OF SUCH LAWS APPLICABLE TO SAID LANDS AND/OR WATER BOTTOMS, WELLS, FACILITIES AND EQUIPMENT. GRANTEE FURTHER AGREES TO INCLUDE THE PROVISIONS OF THIS CLAUSE IN ANY SUBSEQUENT SALE OR ASSIGNMENT OF ANY INTEREST THEREIN TRANSFERRED. ARTICLE 4 Miscellaneous Section 4.1. Further Assurances: After the date hereof, without further consideration, Grantor and Grantee agree to take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably requested by the other party for carrying out the purposes of this Conveyance. Section 4.2. Conveyance Subject to Purchase and Sale Aereement: This Conveyance is expressly subject to the tenns and conditions of that certain Purchase and Sale Agreement by and between Grantor and Grantee dated 10 December, 2008 (the "Purchase and Sale Agreement"). If there is a conflict between the tenns of this Conveyance and the Purchase and Sale Agreement, the tenus of the Purchase and Sale Agreement shall control. Section 4.3. Successors and Assiens: This Conveyance shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. HOU03:1184224.4 Page 6 of 11 ûOô398 Section 4.4. Headin2s: The headings are for convenience only and do not limit or otherwise affect the provisions of this Conveyance. Section 4.5. Filin2S. As a matter of convenience and not as a limitation to the Interests transferred by this Conveyance, the parties hereto may file counterparts of this Conveyance that only include the descriptions of those Interests that are located in the jurisdiction where such Conveyance is filed. A fully-executed original of this Conveyance (including without limitation the descriptions of all Interests transferred by this Conveyance) shall be maintained at the offices of Grantee. Section 4.6. Government Assi2nments. Separate assignments may be executed on fonns approved by Governmental Authorities in sufficient counterparts to satisfy applicable statutory and regulatory requirements. Those assignments shall be deemed to contain the special warranty of title of Grantor and all of the exceptions, reservations, rights, titles, powers and privileges set forth herein as fully and only to the extent as though they were set forth in each such assignment. In the event of any conflict between the tenns of this Conveyance and such other assignments, the tenns of this Conveyance shall govern and control. Section 4.7. Governin2 Law: Except to the extent the Laws of another jurisdiction will, under conflicts of laws principles, govern transfers of Interests located in such other jurisdiction, this Conveyance and the rights of the parties hereunder shall be governed by, and construed in accordance with, the Laws of the State of Texas. Section 4.8. Arbitration: The dispute resolution provisions of Section 10.11 of the Purchase and Sale Agreement are incorporated by reference herein, mutatis mutandis. Section 4.9. Counterparts: This Conveyance may be executed in any number of counterparts, and by different parties in separate counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts shall constitute but one instrument. [Signature page follows] HOU03:1184224.4 Page 7 of 11 EXECUTED on the date first written above. Grantor: Halliburton Energy Services, Inc. By CT~ ~+- Name Title Tim Probert Executive Vice President Grantee: Hat Creek Energy, LLC By Name George Simmons Title President HOU03:1184224.4 Page 8 of 11 OOô399 EXECUTED on the date first written above. HOD03:1184224.4 Grantor: Halliburton Energy Services, Inc. By Name Tim Probert Title Executive Vice President Grantee: Hat Creek Energy, LLC ~~' ) ..-..---- .' '/ M ./ B~~Né .=4 ,r '-------- . Name George Simmons Title President Page 8 of 11 Üôv400 STATE OF TEXAS üoô401. § § COUNTY OF HARRIS § .-, Vt The foregoing instrument was acknowledged before me on th~?ay of December, 2008, by Tim Probert, Executive Vice President of Halliburton Energy Services, Inc., a Delaware corporation, on behalf of said corporation. On such date, before me appeared such person, to me personally known, who being by me sworn did say that he is the designated officer of said corporation, and that the seal affixed to the aforesaid instrument is the corporate seal of said corporation and that the instrument was signed and sealed on behalf of the corporation by authority of its Board of Directors and that such person acknowledged the instrument to be the :£Tee act and deed of the corporation. Witness my hand and official seal. I (SEAL) My commission expires: HOU03:1184224A Page 9 of 11 (;-00402 STATE OF COLORADO § § COUNTY OF DENVER § The foregoing instrument was acknowledged before me on thi~~ of December, 2008, by George Simmons, President of Hat Creek Energy, LLC, a Colorado limited liability company, on behalf of said limited liability company. On such date, before me appeared such person, to me personally known, who being by me sworn did say that he is the designated officer of said corporation, and that the seal affixed to the aforesaid instrument is the corporate seal of said corporation and that the instrument was signed and sealed on behalf of the corporation by authority of its Board of Directors and that such person acknowledged the instrument to be the free act and deed of the corporation. Witness my hand and official seal. (SEAL) otary Public in and for the State of Colorado /-ßr. Ann tad¡L (printed Name of Notary) My commission expires: iV!y Commission Expires 08/29/2010 HOU03: 1184224.4 Page 10 of 11 [Page intentionally left blank] úOÚ403 HOUD3: 1184224.4 Page 11 of 11 EXHIBIT A-I THE LEASES (;'Oú404 (See Attached) HOD03: 1184224.4 Exhibit A-I 0 () () U U U ..-- ...c: .;3 :.E :.E .- () ..-- ...c: U 0 0 ª' ª' ª' (;-Oú405 ~ ..-- ..-- 61> 61> 61> I-< () ::I () .- .- .- U 'd ..-- 'd rn U ~ cd () ] ,þ ,þ ,þ ~ .;3 S rn <:J) <:J) E-t <:J) () () () S CI) .;3 .;3 .;3 ~] () 0 () .;3 0 0 <Þ .;3 0 ..-- ...... o .S ...... <:J) S () () u~ () S () U U I-< 0 U ~ ~ 0 0 <Þ ~ <Þ I-< I-< ..D S ::I ::I ....... <:J) <:J) CI) bl) Q) <:J) ~ <:J) () () ~ .S ~ ~ () .;3 .;3 E-t S '"d .¡:: .¡:: .;3 S S () <~ ..D () S 0 ~ .¡:: () <:J) <Þ ~~ rn 0 0 U 0 .;3 <Þ <:J) <:J) <:J) () o:S ...... ...... <:J) "É1 "É1 '"d CI) ~ () <:J) ~ .¡:: .¡:: o:S I-< :> () .¡:: () () :> 0 CI) <:J) s:: 8 U () 0 0 .- '"d <:J) o:S o:S r- ...... 0 -.:t <:J) '"d § o:S <:J) <:J) \0 () § I-< ~ ~ () () ~ <:J) :> :> 1:1 I-< ~ bl) ~^ () 0 0 cd .- 0\ :> U U ~p... s:: ...... 0 '"d ~~ cd 0\ ...... 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N N v co - "" o ;:¡ o :r: EXHIBIT A-3 THE PLATFORMS Üûû408 NONE HOU03:1184224.4 Exhibit A-3 EXHIBIT Á-4 THE PIPLELINES NONE úOû409 HOU03:1184224.4 Exhibit A-4 EXHIBIT A-5 THE CONTRACTS (;'Ov4~O (See Attached) HOU03: II 84224.4 Exhibit A-5 EXHIBIT A-S THE CONTRACTS 00&41.:1 WHITNEY CANYON 1. Joint Development Agreement dated December 1, 1998 between Chevron USA, Inc. and Halliburton Energy Services, Inc. 2. First Amendment of Joint Development Agreement dated July 1, 1999 between Chevron USA and Halliburton Energy Services, Inc. 3. Second Amendment of Joint Development Agreement dated June 1, 2000 between Chevron USA Company and Halliburton Energy Services, Inc. 4. Well Agreement dated June 23, 1997 between Chevron USA Company ("CUSA") and Halliburton Energy Services, Inc. ("HESI") 5. Joint Development Agreement dated May 11, 2001 between Chevron US Company and Halliburton Energy Services, Inc. 6. Memorandum of Understanding between Chevron, USA and Halliburton Energy Services dated April 9, 2001 7. Letter Agreement dated effective July 1, 1999, by and between Chevron USA Production Company and Halliburton Energy Services, Inc. in reference to Joint Operating Agreement dated December 1, 1998 in regards to the expansion of the goods and services purchased from Halliburton 8. Letter Agreement dated May 6, 2005 between ChevronTexaco ("Chevron") and Halliburton Energy Services, Inc. ("Halliburton") concerning Halliburton's non- consent election not to rework the Federal 3-32 well and Chevron's agreement to indemnify Halliburton 9. Letter Agreement May 12, 2005 between ChevronTexaco and Halliburton Energy Services, Inc. 10. Assignment of Operating Rights by Chevron USA Inc. ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of Chevron Federal 3-30 M ST well, from the surface to the stratigraphic equivalent of 15,623 feet, effective as of date of first production. 11. Assignment of Operating Rights by Chevron USA Inc ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of Chevron Federal 4- 30M well, from the surface to the stratigraphic equivalent of 15,160 feet, effective as of date of first production.. HOU03:1I84224.4 Exhibit A-5 OOô41.2 12. Assignm~nt of Operating Right by Chevron USA Inc. ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of Chevron Federal 3- 6F well, from the surface to the stratigraphic equivalent of 15,847 feet, effective as of date of first production. 13. Assignment of Operating Rights by Chevron USA Inc. ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of Chevron Federal 2-32M well, from the surface to the stratigraphic equivalent of 15,541 feet, effective as of date of first production. 14. United States Department of Interior Bureau of Land Management Assignment affecting Record Title to Oil and Gas Lease (Serial No. W-34530) dated effective August 1, 1972 to Melvin Wolf ("Assignee") 15. Assignment of Operating Rights dated April 25, 2001 by Chevron USA Inc. ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of Chevron Federal 2-29M well, from the surface to the stratigraphic equivalent of 15,312 feet, effective as of date of first production. 16. Assignment of Operating Rights dated April 25, 2001 by Chevron U.S.A. me. ("Assignor") to Halliburton Energy Services, Inc. ("Assignee") covering the wellbore of "the Chevron Federal 2-5F well, from the surface to the stratigraphic equivalent of 15,022 feet, effective as of date of first production. HOU03:) )84224.4 Exhibit A-5 ûOó41.3 HOU03:1184224A Exhibit A-5