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Full title: Stipulation and Agreed Order Between Talos Third Coast LLC and Castex Offshore Inc., Signed on 6/10/2021 (Related document(s):253 Stipulation) (TylerLaws) (Entered: 06/10/2021)

Document posted on Jun 9, 2021 in the bankruptcy, 5 pages and 0 tables.

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This stipulation and agreed order (the “Stipulation and Agreed Order”) is entered into by and between Castex Offshore, Inc. (“Castex”) and Talos Third Coast LLC (“Talos,” and together with Castex, the “Parties”), through their respective undersigned counsel. WHEREAS, on February 26, 2021 (the “Petition Date”), the above-captioned debtors and debtors in possession (the “Debtors”) each filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code; WHEREAS, Talos owns working interests in certain oil and gas properties on the Outer Continental Shelf of the Gulf of Mexico for which Castex is the operator (the “Offshore Leases”); WHEREAS, Talos and Castex are parties to joint operating agreements, production handling agreements, and various other agreements in connection with the Offshore Leases (such agreements, inclusive of attachments, exhibits, memoranda and related agreements, and as have been amended or restated from time to time, collectively, the “Operating Agreements”); 1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers are: WHEREAS, Castex, as the operator, is obligated to pay Talos for its share of production revenues for oil, gas, and natural gas liquid produced or sold (“Production Revenues”) in accordance with the Operating Agreements; WHEREAS, Castex, as the operator, is generally obligated to conduct operations and pay all operating costs, and Talos, as non-operator, is generally obligated to reimburse Castex in proportion to its participating interests in the Offshore Leases upon receipt of joint interest billings (“JIBs”) in accordance with the Operating Agreements; WHEREAS, since December, 2020, Castex has not paid certain Production Revenues to Talos for certain Offshore Leases as required by the Operating Agreements and, for this reason among others, Talos has not paid certain JIBs to Castex; WHEREAS, the cutoff date for this Stipulation and Agreed Order (the “Stipulation Cutoff Date”) shall be February 28, 2021, with respect to the Unpaid JIB Amount with respect to the portion of the Unpaid Revenue Amount that resulted from gas and natural gas liquid related Production Revenues, and shall be March 31, 2021 with respect to the portion of the Unpaid Revenue Amount that resulted from oil related Production Revenues; WHEREAS, the Parties have engaged in good faith negotiations and have reached an agreement on the reconciliation of the Unpaid JIB Amount and the Unpaid Revenue Amount (each as defined below) through the Stipulation Cutoff Date; WHEREAS, as of the Stipulation Cutoff Date, approximately $1,776,488.17 is due to Castex from Talos under the applicable Operating Agreements for unpaid JIBs (the “Unpaid JIB Amount”); WHEREAS, as of the Stipulation Cutoff Date, approximately $938,479.52 is due to Talos from Castex under the applicable Operating Agreements for unpaid Production Revenues (the “Unpa

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ENTERED 06/10/2021 In re: § Case No. 21-30710 (MI) § CASTEX ENERGY 2005 HOLDCO, § Chapter 11 LLC, et al., § § (Jointly Administered) § Debtors. 1 STIPULATION AND AGREED ORDER BETWEEN TALOS THIRD COAST LLC AND CASTEX OFFSHORE INC. This stipulation and agreed order (the “Stipulation and Agreed Order”) is entered into by and between Castex Offshore, Inc. (“Castex”) and Talos Third Coast LLC (“Talos,” and together with Castex, the “Parties”), through their respective undersigned counsel. The Parties hereby stipulate and agree to the following: WHEREAS, on February 26, 2021 (the “Petition Date”), the above-captioned debtors and debtors in possession (the “Debtors”) each filed with this Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code; WHEREAS, Talos owns working interests in certain oil and gas properties on the Outer Continental Shelf of the Gulf of Mexico for which Castex is the operator (the “Offshore Leases”); WHEREAS, Talos and Castex are parties to joint operating agreements, production handling agreements, and various other agreements in connection with the Offshore Leases (such agreements, inclusive of attachments, exhibits, memoranda and related agreements, and as have been amended or restated from time to time, collectively, the “Operating Agreements”); 1 The Debtors in these chapter 11 cases and the last four digits of their respective federal tax identification numbers 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 77204.

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WHEREAS, Castex, as the operator, is obligated to pay Talos for its share of production revenues for oil, gas, and natural gas liquid produced or sold (“Production Revenues”) in accordance with the Operating Agreements; WHEREAS, Castex, as the operator, is generally obligated to conduct operations and pay all operating costs, and Talos, as non-operator, is generally obligated to reimburse Castex in proportion to its participating interests in the Offshore Leases upon receipt of joint interest billings (“JIBs”) in accordance with the Operating Agreements; WHEREAS, since December, 2020, Castex has not paid certain Production Revenues to Talos for certain Offshore Leases as required by the Operating Agreements and, for this reason among others, Talos has not paid certain JIBs to Castex; WHEREAS, the cutoff date for this Stipulation and Agreed Order (the “Stipulation Cutoff Date”) shall be February 28, 2021, with respect to the Unpaid JIB Amount with respect to the portion of the Unpaid Revenue Amount that resulted from gas and natural gas liquid related Production Revenues, and shall be March 31, 2021 with respect to the portion of the Unpaid Revenue Amount that resulted from oil related Production Revenues; WHEREAS, the Parties have engaged in good faith negotiations and have reached an agreement on the reconciliation of the Unpaid JIB Amount and the Unpaid Revenue Amount (each as defined below) through the Stipulation Cutoff Date; WHEREAS, as of the Stipulation Cutoff Date, approximately $1,776,488.17 is due to Castex from Talos under the applicable Operating Agreements for unpaid JIBs (the “Unpaid JIB Amount”);

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WHEREAS, as of the Stipulation Cutoff Date, approximately $938,479.52 is due to Talos from Castex under the applicable Operating Agreements for unpaid Production Revenues (the “Unpaid Revenue Amount”); WHEREAS, Talos asserts and the Debtors agree that Talos is entitled to recoup the Unpaid Revenue Amount against the Unpaid JIB Amount; It is hereby STIPULATED, AGREED, AND ORDERED THAT: 1. Talos is entitled to recoup the Unpaid Revenue Amount from the Unpaid JIB Amount, and in order to do so, Talos shall pay Castex $838,008.65 (the “Stipulated Payment”), which: (a) reflects the Unpaid JIB Amount minus the Unpaid Revenue Amount, and (b) shall constitute full payment and satisfaction of both the Unpaid JIB Amount and the Unpaid Revenue Amount through the Stipulation Cutoff Date. 2. Talos shall pay the Stipulated Payment to Castex within three (3) business days following entry of this Stipulation and Agreed Order. 3. The Automatic Stay is lifted, to the extent necessary, solely to permit Talos to recoup the Unpaid Revenue Amount from the Unpaid JIB Amount. 4. The Parties will continue to work in good faith to reconcile and pay amounts due under the Operating Agreements after the Stipulation Cutoff Date. 5. The undersigned represent and warrant that they have full authority to execute this Stipulation and Agreed Order and that the Parties have full knowledge of and have consented to this Stipulation and Agreed Order. 6. The Stipulation and Agreed Order and the relief granted herein is without prejudice to the Parties’ rights, arguments, claims or defenses for all other purposes.

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7. This Stipulation and Agreed Order shall be binding upon the Parties and upon allof their affiliates, assigns, and successors, in each case, in their respective capacities as such. 8. It is acknowledged that each Party has participated in and jointly consented to thedrafting of this Stipulation and Agreed Order and that any claimed ambiguity shall not be construed for or against any Party on account of such drafting. 9. This Court shall retain exclusive jurisdiction with respect to all matters arising fromor related to the implementation or interpretation of this Stipulation and Agreed Order, and the Parties hereby consent to such jurisdiction to resolve any disputes or controversies arising from or related to this Stipulation and Agreed Order. Dated: ________________, 2021 Signed: JOucnteo b1e0r, 1270,2 21018 ____________________________________ Marvin Isgur United States Bankruptcy Judge

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AGREED AS TO FORM AND SUBSTANCE Dated: May 18, 2021 /s/ Steven Zundell (with permission) /s/ David L. Curry, Jr. VINSON & ELKINS LLP OKIN ADAMS LLP Paul E. Heath (Texas Bar No. 09355050) Matthew S. Okin 1001 Fannin Street, Suite 2500 Texas Bar No. 00784695 Houston, TX 77002-6760 Email: mokin@okinadams.com Tel: 713.758.2222 David L. Curry, Jr. Fax: 713.758.2346 Texas Bar No. 24065107 pheath@velaw.com Email: dcurry@okinadams.com 1113 Vine St., Suite 240 -and- Houston, TX 77002 Tel: 713.228.4100 Steven Zundell (admitted pro hac vice) Fax: 888.865.2118 1114 Avenue of the Americas, 32nd Floor New York, NY 10036-7708 COUNSEL FOR THE DEBTORS Tel: 212.237.0000 Fax: 212.237.0100 szundell@velaw.com COUNSEL FOR TALOS THIRD COAST LLC, TALOS PRODUCTION INC., AND TALOS ENERGY INC.

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