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Full title: Proposed Order RE: Debtors' Emergency Motion for Entry of an Order: (I) Approving Settlement Between the Debtors and W&T Offshore, Inc.; and (II) Authorizing the Sale of Transferred Interests (Filed By Castex Energy 2005 Holdco, LLC, Castex Energy 2005, LLC, Castex Energy Partners, LLC, Castex Offshore, Inc. ).(Related document(s):305 Emergency Motion, Motion to Approve Compromise under Rule 9019) (O'Connor, Ryan) (Entered: 06/07/2021)

Document posted on Jun 6, 2021 in the bankruptcy, 38 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This Assignment of Oil and Gas Lease ("Assignment") is made and entered into by and between _______________("_____________") a _________________ company, whose address _____________________________ (hereinafter referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee").EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Oil and Gas Lease dated effective __________________, by and between ________________, as Assignor, and W&T Offshore, Inc., as Assignee. EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Pipeline Right-of-Way dated effective __________________, by and between ________________, as Assignor, and W&T Offshore, Inc., as Assignee. This Assignment of Pipeline Right-of-Way ("Assignment") is made and entered into by and between __________________ ("__________________") a __________________ company, __________________ (hereinafter referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee").EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Pipeline Right-of-Way dated effective __________________, by and between __________________, as Assignor, and W&T Offshore, Inc., as Assignee.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Case No. 21-30710 CASTEX ENERGY 2005 HOLDCO, § LLC, et al., § Chapter 11 § Debtors.1 § (Jointly Administered) ORDER GRANTING DEBTORS’ EMERGENCY MOTION FOR ENTRY OF AN ORDER: (I)APPROVING SETTLEMENT BETWEEN THE DEBTORS AND W&T OFFSHORE, INC.; AND (II) AUTHORIZING THE SALE OF TRANSFERRED INTERESTS (Relates to Docket No. ___) The Court has considered the Debtors’ Emergency Motion for Entry of an Order: (I) Approving Settlement between the Debtors and W&T Offshore, Inc.; and (II) Authorizing the Sale of Transferred Interests (the “Motion”).2 Castex Energy 2005 Holdco, LLC and its related debtor affiliates (the “Debtors”) seek approval to settle and compromise W&T Offshore, Inc.’s (“W&T”) Objection to the Debtors’ Plan and to sell the Debtors’ interests in and to those certain related leases and wells commonly referred to High Island Block 024-L (“HI 24-L”), the associated pipeline right-of-ways and any ORRI on Ship Shoal BLK 314/5 (collectively, the “Transferred Interests”) free and clear of liens, claims, encumbrances and interests (other than those specifically assumed by W&T) pursuant to this Order. Upon the hearing on the Motion (the “Sale Hearing”); and all parties-in-interest having been heard, or having had the opportunity to be heard, regarding the Motion and this Order; and 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Castex Energy 2005 Holdco, LLC (6832); Castex Energy 2005, LLC (6832); Castex Energy Partners, LLC (6832); and Castex Offshore, Inc. (8432). The Debtors’ mailing address is One Memorial City Plaza, 800 Gessner Rd., Suite 925, Houston, Texas 77024. 2 Capitalized terms not otherwise defined herein shall have the meanings set forth in the Motion.

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this Court having reviewed and considered the Motion and all objections thereto, if any, and arguments of counsel and the evidence adduced at the Sale Hearing; and upon the entire record, and after due deliberation thereron, and sufficient cause appearing therefore the Court is of the opinion that the Motion should be granted. Any objections to the Motion or the relief requested therein that have not been withdrawn, waived or settled, and all reservations or rights included in such objections, are overruled with prejudice on the merits. IT IS HEREBY FOUND AND DETERMINED THAT: A. The Court has jurisdiction to consider the Motion and to grant the relief requested therein pursuant to 28 U.S.C. § 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N), and (O). Venue is proper under 28 U.S.C. §§ 1408 and 1409. B. Such relief is warranted pursuant to Federal Rules of Bankruptcy Procedure 2002, 6004, and 9019. The legal predicates for the relief requested in the Motion are sections 105, 363, and/or 1123, as may be applicable, of the Bankruptcy Code. C. The Court has considered the proposed settlement between the parties as set forth in the Motion, and the Debtors’ analysis of the factors in Protective Committee for Independent Stock-Holders of TMT Trailer Ferry, Inc. v. Anderson, 290 U.S.. 414 (1968), and finds that the settlement is proper and is beneficial to the Debtors, their estates, and their creditors and that the requested relief should be granted. D. The Court finds that notice was good and sufficient, appropriate and reasonable under the particular circumstances; and no further notice of the Motion shall be required. Further, a reasonable opportunity to object to and to be heard regarding the relief granted by this order has been afforded to those parties entitled to notice pursuant to Bankruptcy Rule 6004(a).

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E. The Debtors have properly exercised their business judgment in agreeing to the settlement and the proposed sale of the Transferred Interests. F. The Transferred Interests sought to be transferred to W&T are property of the bankruptcy estate within the meaning of Section 541 of the Bankruptcy Code. G. The Debtors and W&T have acted in good faith. H. The Debtors and W&T negotiated, proposed, and agreed to the sale of the Transferred Interests without collusion or fraud, in good faith, and from arm’s length bargaining positions. W&T is, therefore, purchasing the Transferred Interests in good faith and is a good faith purchaser within the meaning of section 365(m) of the Bankruptcy Code. W&T is not an “insider” or “affiliate” of the Debtors as those terms are defined in sections 101(31) and 101(2) of the Bankruptcy Code, respectively. Neither the Debtors nor W&T has engaged in any conduct that would cause or permit the sale to be avoided under section 363(n) of the Bankruptcy Code. I. W&T would not have entered into the proposed sale of the Transferred Interests if it were not free and clear of all liens, claims, encumbrances and interests (other than those specifically assumed by W&T) pursuant to section 363(f) of the Bankruptcy Code or if W&T would, or could in the future, be liable for any of such claims, liens, encumbrances or interests. J. The Debtor may sell the Transferred Interests free and clear of all liens, claims, interests and encumbrances of any kind or nature whatsoever because, in each case, one or more of the standards set forth in sections 363(f)(1)–(5) of the Bankruptcy Code have been satisfied. Any party with an interest in the Transferred Interests who did not object , or who withdrew its objection, to the proposed sale or the Motion is deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.

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K. This Order is a final and appealable order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rule 6004(h), the parties may consummate the sale of the Transferred Interests upon entry of this Order. Time is of the essence in consummating the sale to W&T. Accordingly, cause exists to lift the stay to the extent necessary, as contemplated by Bankruptcy Rule 6004(h). To the extent necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, made applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just reason for delay in the implementation of this Order. Based on the foregoing findings of fact, it is therefore ORDERED, ADJUDGED and DECREED that: 1. The relief requested in the Debtors’ Emergency Motion for Entry of an Order: (I) Approving Settlement between the Debtors and W&T Offshore, Inc.; and (II) Authorizing the Sale of Transferred Interests is GRANTED as set forth in this Order. All objections, and/or otherwise to the settlement and/or the sale of the Transferred Interest are overruled on the merits, with prejudice, to the extent that they have not been withdrawn, waived or otherwise resolved. 2. Subject to the occurrence of the Effective Date (as defined in the Plan), the settlement between the Debtors and W&T is approved as set forth herein. 3. Upon the Effective Date, the Debtors shall convey, transfer and deliver all of their interests in HI 24-L, the associated pipeline right-of-ways and any ORRI on Ship Shoal BLK 314/5 (collectively, the “Transferred Interests”) free and clear of liens, claims, encumbrances and interests (other than those specifically assumed by W&T) by quitclaim deed to W&T, or its assigns.

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4. Upon receipt of the Transferred Interest, W&T shall assume all of the Debtors’ obligations on a going forward basis, including their P&A Obligations, arising from and related to the Debtors’ interest in HI 24-L. 5. Upon receipt of the Transferred Interest, W&T withdraws, waives, and releases any claims, except that claim filed against the Debtors on account of $250,000 for outstanding JIB payments (the “JIB Claim”) arising from or related to HI 24-L, or the Debtors’ interests therein. 6. Effective upon the Effective Date, the Debtors release W&T from any and all claims arising from or related to HI 24-L, or the Debtors’ interests therein. 7. The Debtors’ stipulate and agree to the amount and validity of the JIB Claim. 8. The JIB Claim is an Allowed General Unsecured Claim pursuant to the Plan. 9. W&T is hereby deemed to have voted to accept the Debtors’ Plan; however, such vote to accept the Plan shall not alter, modify or in any other way change W&T’s prior vote to Opt-Out of the Releases contained in the Plan, which Opt-Out is confirmed. 10. Nothing in this Order or the Plan shall prejudice W&T’s rights against the Debtors’ predecessors and any other co-liable and/or jointly and severally liable parties; and further nothing contained herein or in the Plan shall be deemed or construed to be a release or discharge of any liability or obligations of any third parties, including without limitation any decommissioning liabilities of the Debtors’ predecessors and any other co-liable and/or jointly and severally liable parties with respect to the Transferred Interest. 11. The parties hereby reserve any and all other rights they may have. 12. W&T is hereby granted all of the protections of a good faith purchaser under 11 U.S.C. § 363(m).

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13. The consideration W&T is providing in return for the Transferred Interest is fair and reasonable, and the sale may not be avoided under 11 U.S.C. § 363(n). 14. The Liquidating Trustee shall have the authority on behalf of the Debtors to enter into agreements, communicate with any applicable regulatory authorities, and execute such documents as may be necessary to effectuate transfers of lease interests and associated rights and appurtenances including, but not limited to, High Island Block 24-L, the associated pipeline right-of-ways and the ORRI on Ship Shoal BLK 314/5. 15. The Debtors or the Liquidating Trustee, as may be applicable, are authorized to enter into the assignment of oil and gas leases substantially in the forms attached hereto as Exhibit 1 and Exhibit 2. 16. The Debtors or the Liquidating Trustee, as may be applicable, are authorized to enter into the assignment of pipeline right of way interest substantially in the forms attached hereto as Exhibit 3, Exhibit 4 and Exhibit 5. 17. The provisions of this Order are non-severable and mutually dependent. 18. The terms of this Order shall be binding and inure to the benefit of the Debtors, their Bankruptcy Estates, the Liquidating Trust, the Liquidating Trustee, the Post-Effective Date Debtors, W&T, its assigns, and all creditors and all other parties in interest, and any successors of such parties including, but not limited to, and trustee or examiner with expanded powers appointed in these chapter 11 cases or upon the conversion of this chapter 11 case to a case under chapter 7 of the Bankruptcy Code. 19. The Debtors are authorized to execute all documents and take all other actions necessary to complete the settlement and transaction contemplated under the Motion and this Order.

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20. Except as expressly set forth in this Order, Nothing in this Order shall be construed to compromise any issue or dispute or to affect any obligation between the Debtors and any other individuals and entities. 21. The Court shall retain exclusive jurisdiction to enforce, among other things, interpret, implement, and enforce the terms and provisions of this Order, and each ancillary document executed in connection therewith, and to decide any disputes arising between the Debtors, W&T and/or their respective successors and assigns, as applicable with respect thereto. 22. The fourteen (14) day stay requirements of Bankruptcy Rule 6004(h) are hereby WAIVED. 23. This Order constitutes a final order within the meaning of 28 U.S.C. § 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary, including but not limited to Bankruptcy Rules 6004(h), the Court expressly finds there is no reason for any material delay in the implementation of this order and, accordingly, unless otherwise ordered by the Court: (i) the Debtors, their Bankruptcy Estates or the Liquidating Trustee, as applicable, are not subject to any other stay of this Order or in the implementation, enforcement or realization of the relief granted in this Order unless so stayed by further Court order; and (ii) the Debtors or the Liquidating Trustee, as applicable, shall take any action and perform any act authorized under this Order. additional counsel to perform legal services, leave is hereby granted for her to file such other applications or supplemental applications as may be necessary. Marvin Isgur United States Bankruptcy Judge

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Exhibit 1

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ASSIGNMENT OF OIL AND GAS LEASE State of Texas Lease M-106410 STATE OF TEXAS § COUNTY OF JEFFERSON § This Assignment of Oil and Gas Lease ("Assignment") is made and entered into by and between _______________("_____________") a _________________ company, whose address _____________________________ (hereinafter referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee"). FOR AND IN CONSIDERATION OF THE SUM OF ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which hereby are acknowledged, Assignor do hereby Transfer, Grant, Bargain, Sell, Convey and Assign all of their right, title and interest, being _________________, unto Assignee, in and to the lease described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Lease”). Upon execution of this Assignment, the resultant right, title and interest ownership in the Lease will be as set forth below: W&T Offshore, Inc. 100% By acceptance of this Assignment, Assignee assumes and agrees to be bound by: a. All the terms and provisions of the Lease. b. All the terms and provisions of the existing contracts pertaining to and associated with the Lease, which shall expressly include the Gas Gathering and Processing Agreement, by and between Walter Oil & Gas Corporation, as Counterparty, and Harvest Midstream Company, as Processor, dated effective July 1, 2019 and the Liquids Transportation Separation and Dehydration Agreement —Johnson Bayou Plant, by and between Kinetica Partners, LLC , as successor in interest to Tennessee Gas Pipeline Company, and Walter Oil & Gas Corporation, dated effective May 1, 2007. c. All the terms and provisions of the Offshore Operating Agreement dated May 1, 2006, as amended, by and between Walter Oil & Gas Corporation, as operator, and W&T Offshore, Inc., Seneca Resources Corporation, and Entek USA Limited LLC, as Non-Operators ("OOA").

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d. Assignment of Overriding Royalty Interest in the Lease dated effective May 1, 2006 by and between Walter Resources Corporation and W&T USA Limited LLC as Assignor, and F.F. Foster & Associates, Inc. as Assignee. For the same consideration described above, Assignor do hereby transfer, assign, sell and convey unto Assignee their undivided right, title and interest in and to all (i) wells, (ii) hydrocarbons produced from said wells on or after the Effective Date of this Assignment and hydrocarbons produced before the Effective Date of this Assignment but in storage upstream of the applicable sales meter, (iii) platforms, (iv) equipment, (v) pipelines, (vi) flow lines, (vii) all easements, rights-of-way, surface leases, servitudes and other estates or similar rights and privileges used in connection with the Lease, (viii) all rights and obligations pursuant to any royalty and overriding royalty adjustments, regardless of the period for said adjustment, and (ix) all other fixtures, and other material located on, appurtenant to or used or useful in connection with the Lease conveyed hereby or the operation thereof, subject, however, to the terms and provisions of the above described agreements. Assignor shall not be relieved of any obligation or liability attributable to the interest assigned herein associated with the Lease which occurred or were incurred, in whole or in part, prior to the Effective Date. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and each party's respective successors and assigns. This Assignment is made and accepted without warranty of title, either express or implied, except as to claims of all persons whomsoever lawfully claiming or to claim the interest or a part thereof, by, through or under Assignor (each Assignor warranting title as to the right, title and interest conveyed by such Assignor) but not otherwise. Although made without any warranty except as hereinabove provided, Assignee is hereby granted full substitution and subrogation of all rights and actions of warranty Assignor may have against all others as to the interest assigned. Assignee covenants and agrees to perform all of the conditions, obligations and covenants under said Lease to the extent of the interest hereby assigned and that in the development and operation of the Lease, Assignee will comply with all valid laws, rules and regulations of any governmental agencies having jurisdiction or supervision over the Lease. This Assignment shall be governed by and construed under the general maritime laws of the United States to the maximum extent permitted by law. To the extent that the

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general maritime laws are not permitted to apply, the laws of the State of Texas (exclusive of any principles of conflicts of laws that would direct application of the substantive laws of another jurisdiction) shall apply. The venue of any permitted action brought by either party in regard hereto or arising out of the terms or conditions hereof shall be brought and maintained exclusively in federal court located in Harris County, Texas, and each party hereby waives any objection it may have thereto. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one conveyance. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignees have executed and accepted this Assignment on the dates set out in their respective acknowledgments hereto, but shall be made effective as of __________________ (the “Effective Date”). WITNESSES: ASSIGNOR: By:____________________________ Name:_________________________ By:__________________________ Name: By:___________________________ Title: Name:________________________ ASSIGNEE: By:___________________________ W&T Offshore, Inc. Name:________________________ By:__________________________ Name: Lien Quinto By:__________________________ Title: Vice President, Land Name:_______________________

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ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared ______________, as _____________ of ____________________, a ___________________ company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said company. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared Lien Quinto, as Vice President, Land of W&T Offshore, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said corporation. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas

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EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Oil and Gas Lease dated effective __________________, by and between ________________, as Assignor, and W&T Offshore, Inc., as Assignee. Lease State of Texas Lease No. M-106410 dated April 4, 2006, by and between the General Land Office, as Lessor, and Griffith Land Services, Inc., as Lessee, covering the South One-Half of Southwest One-Quarter (S/2 SW/4) of Tract 24-L, Gulf of Mexico, Jefferson County, Texas, containing approximately 720 acres, as shown on the Official Map of the Gulf of Mexico now on file in the Texas General Land Office, Austin, Texas, recorded under File No. 2006020483 in the Official Records of Jefferson County, Texas.

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Exhibit 2

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ASSIGNMENT OF OIL AND GAS LEASE State of Texas Lease M-107044 STATE OF TEXAS § COUNTY OF JEFFERSON § This Assignment of Oil and Gas Lease ("Assignment") is made and entered into by and between __________________ ("________________") a _______________ company, whose ____________________________ (hereinafter collectively referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee"). FOR AND IN CONSIDERATION OF THE SUM OF ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which hereby are acknowledged, Assignor do hereby Transfer, Grant, Bargain, Sell, Convey and Assign all of their right, title and interest, being _______________, unto Assignee, in and to the lease described on Exhibit "A"attached hereto and made a part hereof (hereinafter referred to as the "Lease”). Upon execution of this Assignment, the resultant right, title and interest ownership in the Lease will be as set forth below: W&T Offshore, Inc. 100% By acceptance of this Assignment, Assignee assumes and agrees to be bound by a. All the terms and provisions of the Lease. b. All the terms and provisions of the existing contracts pertaining to and associated with the Lease, which shall expressly include the Gas Gathering and Processing Agreement, by and between Walter Oil & Gas Corporation, as Counterparty, and Harvest Midstream Company, as Processor, dated effective July 1, 2019 and the Liquids Transportation Separation and Dehydration Agreement —Johnson Bayou Plant, by and between Kinetica Partners, LLC , as successor in interest to Tennessee Gas Pipeline Company, and Walter Oil & Gas Corporation, dated effective May 1, 2007. c. All the terms and provisions of the Offshore Operating Agreement dated May 1, 2006, as amended, by and between Walter Oil & Gas Corporation, as operator, and W&T Offshore, Inc., Seneca Resources Corporation, and Entek USA Limited LLC, as Non-

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d. Assignment of Overriding Royalty Interest in the Lease dated effective May 1, 2006 by and between Walter Resources Corporation and W&T USA Limited LLC as Assignor, and F.F. Foster & Associates, Inc. as Assignee. For the same consideration described above, Assignor do hereby transfer, assign, sell and convey unto Assignee their undivided right, title and interest in and to all (i) wells, (ii) hydrocarbons produced from said wells on or after the Effective Date of this Assignment and hydrocarbons produced before the Effective Date of this Assignment but in storage upstream of the applicable sales meter, (iii) platforms, (iv) equipment, (v) pipelines, (vi) flow lines, (vii) all easements, rights-of-way, surface leases, servitudes and other estates or similar rights and privileges used in connection with the Lease, (viii) all rights and obligations pursuant to any royalty and overriding royalty adjustments, regardless of the period for said adjustment, and (ix) all other fixtures, and other material located on, appurtenant to or used or useful in connection with the Lease conveyed hereby or the operation thereof, subject, however, to the terms and provisions of the above described agreements. Assignor shall not be relieved of any obligation or liability attributable to the interest assigned herein associated with the Lease which occurred or were incurred, in whole or in part, prior to the Effective Date. This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and each party's respective successors and assigns. This Assignment is made and accepted without warranty of title, either express or implied, except as to claims of all persons whomsoever lawfully claiming or to claim the interest or a part thereof, by, through or under Assignor (each Assignor warranting title as to the right, title and interest conveyed by such Assignor) but not otherwise. Although made without any warranty except as hereinabove provided, Assignee is hereby granted full substitution and subrogation of all rights and actions of warranty Assignor may have against all others as to the interest assigned. Assignee covenants and agrees to perform all of the conditions, obligations and covenants under said Lease to the extent of the interest hereby assigned and that in the development and operation of the Lease, Assignee will comply with all valid laws, rules and regulations of any governmental agencies having jurisdiction or supervision over the Lease. This Assignment shall be governed by and construed under the general maritime laws of the United States to the maximum extent permitted by law. To the extent that the

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general maritime laws are not permitted to apply, the laws of the State of Texas (exclusive of any principles of conflicts of laws that would direct application of the substantive laws of another jurisdiction) shall apply. The venue of any permitted action brought by either party in regard hereto or arising out of the terms or conditions hereof shall be brought and maintained exclusively in federal court located in Harris County, Texas, and each party hereby waives any objection it may have thereto. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one conveyance. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignee have executed and accepted this Assignment on the dates set out in their respective acknowledgments hereto, but shall be made effective as of __________________ (the “Effective Date”). WITNESSES: ASSIGNOR: By:____________________________ Name:_________________________ By:__________________________ Name: By:___________________________ Title: Name:________________________ ASSIGNEE: By:___________________________ W&T Offshore, Inc. Name:________________________ By:__________________________ Name: Lien Quinto By:__________________________ Title: Vice President, Land Name:_______________________

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ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared ____________, as __________________ of _________________________, a Delaware limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said company. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared Lien Quinto, as Vice President, Land of W&T Offshore, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said corporation. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas

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EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Oil and Gas Lease dated effective __________________, by and between ______________, as Assignor, and W&T Offshore, Inc., as Assignee. Lease State of Texas Lease No. M-107044 dated October 3, 2006, by and between the General Land Office, as Lessor, and Walter Oil & Gas Corporation, as Lessee, covering the North One-Half of the Southwest One-Quarter (N/2 SW/4) of Tract 24-L, Gulf of Mexico, Jefferson County, Texas, containing approximately 720 acres, as shown on the Official Map of the Gulf of Mexico now on file in the Texas General Land Office, Austin, Texas, recorded under File No. 2006049468 in the Official Records of Jefferson County, Texas.

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Exhibit 3

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ASSIGNMENT OF PIPELINE RIGHT-OF-WAY INTEREST Miscellaneous Easement No. ME20070104 STATE OF TEXAS § COUNTY OF JEFFERSON § This Assignment of Pipeline Right-of-Way ("Assignment") is made and entered into by and between __________________ ("__________") a ______________________ company, whose address is ____________________________ (hereinafter referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee"). FOR AND IN CONSIDERATION OF THE SUM OF ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which hereby are acknowledged, Assignors, do hereby Transfer, Grant, Bargain, Sell, Convey and Assign all of their right, title and interest, being _______________, unto Assignee, in and to the pipeline right-of-way described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Pipeline ROW”). Upon execution of this Assignment, the resultant right, title and interest ownership in the Pipeline ROW will be as set forth below: W&T Offshore, Inc. 100% By acceptance of this Assignment, Assignee assumes and agrees to be bound by: a. All the terms and provisions of the Pipeline ROW. b. All the terms and provisions of the Offshore Operating Agreement dated May 1, 2006, as amended, by and between Walter Oil & Gas Corporation, as operator, and W&T Offshore, Inc., Seneca Resources Corporation, and Entek USA Limited LLC, as Non-Operators ("OOA"). Assignor shall not be relieved of any obligation or liability attributable to the interest assigned herein associated with the Pipeline ROW which occurred or were incurred, in whole or in part, prior to the Effective Date.

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This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and each party's respective successors and assigns. This Assignment is made and accepted without warranty of title, either express or implied, except as to claims of all persons whomsoever lawfully claiming or to claim the interest or a part thereof, by, through or under Assignor (each Assignor warranting title as to the right, title and interest conveyed by such Assignor) but not otherwise. Although made without any warranty except as hereinabove provided, Assignee is hereby granted full substitution and subrogation of all rights and actions of warranty Assignor may have against all others as to the interest assigned. Assignee covenants and agrees to perform all of the conditions, obligations and covenants under said Pipeline ROW to the extent of the interest hereby assigned and that in the operation and maintenance of the Pipeline ROW, Assignee will comply with all valid laws, rules and regulations of any governmental agencies having jurisdiction or supervision over the Pipeline ROW. This Assignment shall be governed by and construed under the general maritime laws of the United States to the maximum extent permitted by law. To the extent that the general maritime laws are not permitted to apply, the laws of the State of Texas (exclusive of any principles of conflicts of laws that would direct application of the substantive laws of another jurisdiction) shall apply. The venue of any permitted action brought by either party in regard hereto or arising out of the terms or conditions hereof shall be brought and maintained exclusively in federal court located in Harris County, Texas, and each party hereby waives any objection it may have thereto. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one conveyance. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignee have executed and accepted this Assignment on the dates set out in their respective acknowledgments hereto, but shall be made effective as of __________________ (the “Effective Date”). WITNESSES: ASSIGNOR: By:____________________________ Name:_________________________ By:__________________________ Name: By:___________________________ Title: Name:________________________ ASSIGNEE: By:___________________________ W&T Offshore, Inc. Name:________________________ By:__________________________ Name: Lien Quinto By:__________________________ Title: Vice President, Land Name:_______________________

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ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared ______________, as __________________ of ________________, a ________________ company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said company. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared Lien Quinto, as Vice President, Land of W&T Offshore, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said corporation. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas

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EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Pipeline Right-of-Way dated effective __________________, by and between ________________, as Assignor, and W&T Offshore, Inc., as Assignee. Pipeline State of Texas Miscellaneous Easement No. ME20070104 being an approximately 50,137 foot 10.75” gas/condensate pipeline from the State Tract 24-L, Well No. 1 platform on State Lease No. M-107044 covering the N/2 SW/4 of Tract 24-L to an existing 12-inch pipeline in Tract 21-L, in Federal waters, Gulf of Mexico, High Island Area, Jefferson County, Texas.

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Exhibit 4

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ASSIGNMENT OF PIPELINE RIGHT-OF-WAY INTEREST Miscellaneous Easement No. ME20070105 STATE OF TEXAS § COUNTY OF JEFFERSON § This Assignment of Pipeline Right-of-Way ("Assignment") is made and entered into by and between __________________ ("__________________") a __________________ company, __________________ (hereinafter referred to as "Assignor") and W&T Offshore, Inc. ("W&T") a Texas company, whose address is 5718 Westheimer Road, Suite 700 Houston, Texas 77057 (hereinafter referred to as "Assignee"). FOR AND IN CONSIDERATION OF THE SUM OF ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration in hand paid, the receipt and sufficiency of which hereby are acknowledged, Assignor, do hereby Transfer, Grant, Bargain, Sell, Convey and Assign all of their right, title and interest, being __________________, unto Assignee, in and to the pipeline right-of-way described on Exhibit "A" attached hereto and made a part hereof (hereinafter referred to as the "Pipeline ROW”). Upon execution of this Assignment, the resultant right, title and interest ownership in the Pipeline ROW will be as set forth below: W&T Offshore, Inc. 100% By acceptance of this Assignment, Assignee assumes and agrees to be bound by: a. All the terms and provisions of the Pipeline ROW. b. All the terms and provisions of the Offshore Operating Agreement dated May 1, 2006, as amended, by and between Walter Oil & Gas Corporation, as operator, and W&T Offshore, Inc., Seneca Resources Corporation, and Entek USA Limited LLC, as Non-Operators ("OOA"). Assignor shall not be relieved of any obligation or liability attributable to the interest assigned herein associated with the Pipeline ROW which occurred or were incurred, in whole or in part, prior to the Effective Date.

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This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and each party's respective successors and assigns. This Assignment is made and accepted without warranty of title, either express or implied, except as to claims of all persons whomsoever lawfully claiming or to claim the interest or a part thereof, by, through or under Assignor (each Assignor warranting title as to the right, title and interest conveyed by such Assignor) but not otherwise. Although made without any warranty except as hereinabove provided, Assignee is hereby granted full substitution and subrogation of all rights and actions of warranty Assignor may have against all others as to the interest assigned. Assignee covenants and agrees to perform all of the conditions, obligations and covenants under said Pipeline ROW to the extent of the interest hereby assigned and that in the operation and maintenance of the Pipeline ROW, Assignee will comply with all valid laws, rules and regulations of any governmental agencies having jurisdiction or supervision over the Pipeline ROW. This Assignment shall be governed by and construed under the general maritime laws of the United States to the maximum extent permitted by law. To the extent that the general maritime laws are not permitted to apply, the laws of the State of Texas (exclusive of any principles of conflicts of laws that would direct application of the substantive laws of another jurisdiction) shall apply. The venue of any permitted action brought by either party in regard hereto or arising out of the terms or conditions hereof shall be brought and maintained exclusively in federal court located in Harris County, Texas, and each party hereby waives any objection it may have thereto. This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one conveyance. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignee have executed and accepted this Assignment on the dates set out in their respective acknowledgments hereto, but shall be made effective as of _________________ (the “Effective Date”). WITNESSES: ASSIGNOR: By:____________________________ Name:_________________________ By:__________________________ Name: By:___________________________ Title: Name:________________________ ASSIGNEE: By:___________________________ W&T Offshore, Inc. Name:________________________ By:__________________________ Name: Lien Quinto By:__________________________ Title: Vice President, Land Name:_______________________

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ACKNOWLEDGEMENTS STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared __________________, as __________________ of __________________, a __________________company, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said company. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas STATE OF TEXAS § COUNTY OF HARRIS § BEFORE ME, the undersigned authority, came and appeared Lien Quinto, as Vice President, Land of W&T Offshore, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purpose and consideration therein expressed, in the capacity therein stated, and as the free act and deed of said corporation. GIVEN UNDER THE HAND AND SEAL dated ______________________. _______________________________________ Notary Public – State of Texas

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EXHIBIT "A" Attached to and made a part hereof that certain Assignment of Pipeline Right-of-Way dated effective __________________, by and between __________________, as Assignor, and W&T Offshore, Inc., as Assignee. Pipeline ROW State of Texas Miscellaneous Easement No. ME20070105 being an approximately 3,724 foot 8.625” gas pipeline from the State Tract 24-L, Well No. 1 platform on State Lease No. M-107044 covering the N/2 SW/4 of Tract 24-L to an existing platform on State Lease No. M-106410 covering the S/2 SW/4 of State Tract 24-L, in Federal waters, Gulf of Mexico, High Island Area, Jefferson County, Texas.

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Exhibit 5

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ASSIGNMENT OF FEDERAL OCS PIPELINE RIGHT-OF-WAY GRANT Part A: Assignment Legal description of the Pipeline Right-of-Way Grant being assigned (Please include Segment Number and any accessory information): Assignor(s) does hereby sell, assign, transfer, and convey unto Assignee(s) the following undivided right, title and interest: Insert name and Company number of each Assignor and Assignee. Assignor(s): Percentage Interest Conveyed Assignee(s): Percentage Interest Received  Exhibit “A,” which sets forth other provisions between Assignor(s) and Assignee(s), is attached to and made a part of this assignment. For BSEE Use Only – Do Not Type Below This Line UNITED STATES OF AMERICA This Assignment of Federal OCS Pipeline Right-of-Way Grant has been filed as of the date stamped on this document and hereby approved by the Bureau of Safety and Environmental Enforcement on the date below. By_________________________________________________________________________________ Authorized Official for BSEE Title Approval Date Paperwork Reduction Act of 1995 (PRA) Statement: The PRA (44 U.S.C. 3501 et seq.) requires us to inform you that we collect this information to use in the adjudication process involved in pipeline Right-of-Way Assignments. BSEE uses the information to track ownership of Pipeline ROW Grants in the Federal OCS. Responses are required to obtain or retain a benefit (43 U.S.C. 1334). Proprietary data are covered under 30 CFR 250.197. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number. Public reporting burden of this form is estimated to average 30 minutes per response, including the time for reviewing instructions, gathering and maintaining data, and completing and reviewing the form. Direct comments regarding the burden estimate, or any other aspect of this form, to the BSEE Information Collection Clearance Officer, 381 Elden Street, Herndon, VA 20170.

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2. DEBARMENT COMPLIANCE: Assignee shall comply with the Department of the Interior’s nonprocurement debarment and suspension regulations as required by Subpart B of 2 CFR Part 1400 and shall communicate the requirement to comply with these regulations to persons with whom it does business related to this record title interest assignment by including this term in its contracts and transactions. 3. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION COMPLIANCE CERTIFICATION: Assignor(s) and Assignee(s) certify that they are in full compliance with Equal Opportunity Executive Order 11246, as amended, and the implementing regulations at 41 CFR 60-01 – Obligations of Contractors and Subcontractors; and 41 CFR 60-2 – Affirmative Action Programs. These requirements are for the purpose of preventing discrimination against persons on the basis of race, color, religion, sex, or national origin. These regulations have specific performance requirements. 4. Assignee’s execution of this assignment constitutes acceptance of all applicable terms, conditions, stipulations and restrictions pertaining to the right-of-way grant described herein. Applicable terms and conditions include, but are not limited to, an obligation to conduct all operations in accordance with 30 CFR 250 and 550, Subpart J and to furnish and maintain such bond(s) as may be required by the assignee, pursuant to regulations at 30 CFR 550, Subpart J. This assignment is subject to the Outer Continental Shelf Lands Act of August 7, 1953, 67 Stat. 462; 43 U.S.C. 1331 et seq., as amended (the “Act”), and Assignee(s) is subject to, and must fully comply with, all applicable regulations now or to be issued under the Act. Notwithstanding any agreement between the Assignor(s) and Assignee(s), the parties’ liability to the Bureau of Safety and Environmental Enforcement is governed by 30 CFR 250. This Assignment of Federal OCS Pipeline Right-of-Way Grant will be made effective between the parties upon approval by the Bureau of Safety and Environmental Enforcement, United States Department of the Interior. This instrument may be executed in any number of counterparts, each of which will be deemed an original instrument, but all of which together will constitute but one and the same instrument provided. However, this instrument and any other counterpart hereof, will not be binding unless and until executed by all of the parties, and will not be accepted by the Bureau of Safety and Environmental Enforcement unless all counterparts are filed simultaneously. I certify that the statements made herein by the undersigned are true, complete, correct to the best of my knowledge and belief, and made in good faith. Title 18 U.S.C. Sec. 1001 makes it a crime for any person knowingly and willfully to make to any Department or agency of the United States any false, fictitious or fraudulent statements or representations as to any matter within its jurisdiction. ASSIGNOR ASSIGNOR By:________________________ By:__________________________ Name: Name: Title: Title: ___________________________ _____________________________ Execution Date Execution Date ASSIGNEE ASSIGNEE By:________________________ By:__________________________ Name: Name: Title: Title: ___________________________ _____________________________ Execution Date Execution Date

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