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Full title: Motion to Assume Lease or Executory Contract filed by Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors Filed by Debtors Castex Energy Partners, LLC, Castex Offshore, Inc. (Stewart, Paul) (Entered: 08/27/2021)

Document posted on Aug 26, 2021 in the bankruptcy, 18 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

NOW INTO COURT, through undersigned counsel, comes Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, who move this Court for entry of an order authorizing Castex Energy Partners, LLC and Castex Offshore, Inc. to assume certain executory contracts and leases (collectively, the “Contracts”) and for such other relief deemed equitable and just.V(A)(1)(a) of the Plan,5 and that section of the Settlement Term Sheet (as defined herein) entitled “Walter Operated Properties,” at ¶ 3, Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, seek entry of an order (the “Order”), in substantially similar form to the proposed order attached to this Motion as Exhibit “A”: (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described below), but only as to the entity listed as a party thereto or as necessary to effectuate the Settlement Term Sheet;6 (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and (iv) granting such other and further relief as the Court deems just and proper under the circumstances.WHEREFORE, Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, request that this Court enter an order, in substantially similar form to the proposed order attached to this Motion as Exhibit “A”: (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described above), but only as to the Post-Effective Date Debtor listed as a party thereto or as necessary to effectuate the Settlement Term Sheet; (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and (iv) granting such other and further relief as the Court deems just and proper under the circumstances.Upon the Motion20 filed by Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, seeking entry of an order (the “Order”) (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described in the Motion), but only as to the Post-Effective Date Debtor listed as a party thereto or as necessary to effectuate the Settlement Term Sheet; (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and

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UNITED STATES BANKRUPTCY COURT 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) FIRST OMNIBUS MOTION TO ASSUME CERTAIN EXECUTORY CONTRACTS AND LEASES OF CASTEX ENERGY PARTNERS, LLC AND CASTEX OFFSHORE, INC. IN THEIR CAPACITIES AS POST-EFFECTIVE DATE DEBTORS If you object to the relief requested, you must respond in writing. Unless otherwise directed by the Court, you must file your response electronically at https://ecf.txsb.uscourts.gov/ within twenty-one days from the date this motion was filed. If you do not have electronic filing privileges, you must file a written objection that is actually received by the clerk within twenty-one days from the date this motion was filed. Otherwise, the Court may treat the pleading as unopposed and grant the relief requested. Parties receiving this omnibus motion should locate their names and their contracts or leases listed in the motion. NOW INTO COURT, through undersigned counsel, comes Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, who move this Court for entry of an order authorizing Castex Energy Partners, LLC and Castex Offshore, Inc. to assume certain executory contracts and leases (collectively, the “Contracts”) and for such other relief deemed equitable and just. In support thereof, the Castex Energy Partners, LLC and Castex Offshore, Inc. respectfully submit as follows: 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.

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Jurisdiction and Venue 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334. The subject matter of this Motion is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper pursuant to 28 U.S.C. §§ 1408 and 1409. 2. The statutory predicates for the relief sought in this Motion include sections 105 and 365 of Title 11 of the United States Code (the “Bankruptcy Code”) and Rules 6006 and 9014 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), Rules 1075-1 and 9013-1 of the Bankruptcy Local Rules for the Southern District of Texas (the “Bankruptcy Local Rules”), the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the “Complex Case Procedures”). General Background 3. Castex Energy 2005 Holdco, LLC, et al. (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of Title 11 of the United States Code on February 26, 2021 (the “Petition Date”). The Debtors are engaged in “the exploration, development, and production of oil and gas both on and offshore,” with certain of the Debtors having owned interests “in approximately 182 oil, gas, and related wells,” and are “a party to numerous master service agreements, joint operating agreements, joint development agreements, exploration agreements, and area of mutual interest agreements.” ECF No. 13, ¶¶ 14, 64. 4. On June 3, 2021, the Debtors filed their Fourth Amended Joint Chapter 11 Plan [ECF No. 307] (the “Plan”) which was later confirmed through the Court’s entry of that certain Order Confirming the Fourth Amended Joint Chapter 11 Plan [ECF No. 324] (the “Confirmation Order”).

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5. Part and parcel of the Plan was that certain term sheet, attached to the Confirmation Order as Exhibit E (the “Settlement Term Sheet”), that set forth a global agreement by and among numerous parties in the case, including as it pertains to this motion, the Debtors and Walter Oil and Gas Corporation (“Walter”) [ECF No. 324, at 126]. 6. On June 30, 2021, the Plan became effective in accordance with its terms [ECF No. 342] (the “Effective Date”). In accordance with the Plan, the Castex Liquidating Trust (the “Trust”) was formed. As part of consummation of the Plan, the Debtors were required to transfer the Liquidating Trust Assets2 to the Liquidating Trust. See, Plan at Art. IV(A). 7. Following the Effective Date, each of the pre-confirmation Debtors continue to exist as Post-Effective Date Debtors3, and are required to “operate their businesses, including the Operated Properties4, in the ordinary course as Post-Effective Date Debtors and perform their duties in connection with the Plan.” See, Confirmation Order at ¶¶ 53, 55. In turn, the Liquidation Trustee is empowered “to manage the operations of the Post-Effective Date Debtors”. See, Plan at Art. IV(C)(2). 2 See, Plan at Art. I(A) (defining “Liquidating Trust Assets” as “(i) the Single Share; (ii) all Retained Causes of Action, including Avoidance Actions, and the proceeds thereof (other than the Apache Claims); (iii) the Liquidating Trust Cash Reserve; (iv) the Escrowed Talos Shares; (v) the 2017 Chapter 11 Unsecured Creditor Reserve and all rights, including any residual rights to proceeds, relating thereto; and (vi) all other assets of the Debtors other than the Secured Cash Amount, Talos Shares, Apache Claims and the Abandoned Assets.”). 3 This term, however, does not include Lender NewCo. See, Plan at Art. I(A). But, such term does include Castex Offshore, Inc. and Castex Energy Partners, LLC. 4 See, Plan at Art. I(A) (defining “Operated Property(ies)” as “except as provided in the Settlement Term Sheet and subject to the terms thereof, the oil and gas leases owned by the Debtors (and the oil and gas wells, platforms, pipelines and other facilities located thereon, to the extent Debtors own an interest therein) to be operated by the Post-Effective Date Debtors or Walter…”).

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Plan Authority & Relief Requested 8. Acting pursuant to Art. V(A)(1)(a) of the Plan,5 and that section of the Settlement Term Sheet (as defined herein) entitled “Walter Operated Properties,” at ¶ 3, Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, seek entry of an order (the “Order”), in substantially similar form to the proposed order attached to this Motion as Exhibit “A”: (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described below), but only as to the entity listed as a party thereto or as necessary to effectuate the Settlement Term Sheet;6 (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and (iv) granting such other and further relief as the Court deems just and proper under the circumstances. Contracts and Leases Sought to be Assumed Contracts
Table 1 on page 4. Back to List of Tables
Description Parties Cure7
Offshore Operating Agreement
covering OCS-G 20051 (portion),
Green Canyon Area, Block 243
(portion) dated September 1, 2013
Walter Oil & Gas Corporation

[Castex Offshore, Inc.]

Nexen Petroleum Offshore U.S.A. Inc.
$0.00
5 See, Art. V(A)(1)(a) of the Plan (providing in pertinent part “[a]s of and subject to the occurrence of the Effective Date, all Executory Contracts and Unexpired Leases to which any of the Debtors are parties shall be deemed rejected, unless such contract or lease… (iv) is identified in the Plan or the Settlement Term Sheet…”) (alterations to original). As explained infra, the Contracts Castex Energy Partners, LLC and Castex Offshore, Inc. seek to assume, are contemplated by the Settlement Term Sheet (as defined herein). 6 To be clear, the contracts sought to be assumed should be deemed assumed only by the specific entity listed, and not by any other Post-Effective Date Debtor (nor the Trust) not a party to the contract. The bracketed entity in the “Parties” section of the chart below is the Post-Effective Date Debtor seeking to assume that specific contract (notwithstanding note 8, infra). 7 As explained infra, any cure costs are to be borne by Walter.

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Table 1 on page 5. Back to List of Tables
Description Parties Cure7
Offshore Operating Agreement
covering OCS-G 33690, MP 273 &
OCS-G 33691, MP 274; OCS-G
22812, S/2 S/2 of MP 270 dated
March 1, 2015
[Castex Offshore, Inc.]

Petsec Energy Inc.

Walter Oil & Gas Corporation

Gome 1271 LLC
$0.00
Unit Agreement for Outer
Continental Shelf Exploration,
Development, and Production
Operations on the Main Pass 270
Unit

Blocks: 270 & 273
Main Pass Area
Offshore Contract No. 754315010
[Castex Offshore, Inc.]

Petsec Energy Inc.

Apache Shelf Exploration LLC

Fieldwood Energy LLC
$0.00
Offshore Operating Agreement
concerning OCS-G 04232, Ship
Shoal, Block 189 (covering Areas I,
II, and III) dated December 1, 2009
Walter Oil & Gas Corporation

Seneca Resources Corporation

[Castex Offshore, Inc.]

Rooster Oil & Gas, LLC

All Aboard Development Corporation
$0.00
Offshore Operating Agreement
concerning OCS-G 04232, N/2 Ship
Shoal, Block 189 dated October 17,
2007
Walter Oil & Gas Corporation

Seneca Resources Corporation

[Castex Offshore, Inc]

Rooster Oil & Gas, LLC

All Aboard Development Corporation
$0.00
Offshore Operating Agreement
concerning OCS-G17912, Vermillion
Area, Block 253 dated July 22, 1998
OEDC Exploration & Production, L.P.

Seneca Resources Corporation

[Castex Offshore, Inc.]
$0.00
Operating Agreement concerning
OCS-G 5431, Vermillion Area, Block
252 dated February 24, 1997
Chevron U.S.A. Inc.

Seneca Resources Corporation

[Castex Offshore, Inc.]
$0.00

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Leases8
Table 1 on page 6. Back to List of Tables
Description Parties Cure9
Lease No.: OCS-G 22812

Area/Block No.: Main Pass 270

Effective Date: July 1, 2001
United States Department of the Interior –
Mineral Management Service

[Castex Offshore, Inc.]

Dominion Exploration & Production, Inc.
$0.00
Lease No.: OCS-G 33690

Area/Block No.: Main Pass 273

Effective Date: July 1, 2010
United States Department of the Interior –
Mineral Management Service

Petsec Energy Inc.

Phoenix Exploration Company LP
$0.00
Lease No.: OCS-G 20051

Area/Block No.: Green Canyon 243

Effective Date: July 1, 1998
United States Department of the Interior –
Mineral Management Service

[Castex Offshore, Inc.]

Vastar Resources, Inc.
$0.00
Lease No.: OCS-G 04232

Area/Block No.: Ship Shoal 189

Effective Date: December 1, 1979
United States Department of the Interior –
Bureau of Land Management

Shell Oil Company

Strata Energy, Inc.

OCFOGO, Inc.

Resources Liquidating Corp.

[Castex Offshore, Inc.]
$0.00
Lease No.: OCS-G17912

Area/Block No.: Vermillion 253

Effective Date: July 1, 1997
United States Department of the Interior –
Mineral Management Service

ODEC Exploration & Production, L.P.
$0.00
8 To the extent Castex Offshore, Inc. holds any interest in: (a) Lease No.: OCS-G17912; Area/Block No.: Vermillion 25; Effective Date: July 1, 1997; or (b) Lease No.: OCS-G05431; Area/Block No.: Vermillion 252; Effective Date: July 1, 1983, it seeks this Court’s authorization to assume such Contracts in addition to Castex Energy Partners, LLC. Similarly, to the extent Castex Offshore, Inc. or Castex Energy Partners, LLC hold any interest in Lease No.: OCS-G 33690; Area/Block No.: Main Pass 273; Effective Date: July 1, 2010, they seek this Court’s authorization to assume such Contract. 9 As explained infra, any cure costs are to be borne by Walter.

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Table 1 on page 7. Back to List of Tables
Description Parties Cure9
[Castex Energy Partners, LLC]
Lease No.: OCS-G05431

Area/Block No.: Vermillion 252

Effective Date: July 1, 1983
United States Department of the Interior –
Mineral Management Service

Tenneco Oil Company

[Castex Energy Partners, LLC]
$0.00
A. Assumption of Executory Contracts and Unexpired Leases 9. Pursuant to 11 U.S.C. § 365(a), a debtor, “subject to the court’s approval, may assume or reject any executory contract10 or unexpired lease of the debtor.” Bankruptcy courts “will generally approve” the debtor’s decision “under the deferential ‘business judgment’ rule.” Mission Prod. Holdings v. Tempnology, LLC, 139 S. Ct. 1652, 1658, 203 L. Ed. 876 (2019) (citing NLRB v. Bildisco & Bildisco, 465 U.S. 513, 523, 104 S. Ct. 1188, 79 L. Ed. 2d 482 (1984)).11 10. In reviewing a decision to assume or reject an executory contract, the bankruptcy court “should examine [the] contract and the surrounding circumstances, and apply its best ‘business judgment’ to determine if it would be beneficial or burdensome to the estate to assume it.” In re Pilgrim’s Pride Corp., 403 B.R. 413, 426, n.32 (Bankr. N. D. Tex. 2009) (quoting Orion Pictures Corp. v. Showtime Networks, Inc. (In re Orion Pictures Corp.), 4 F.3d 1095, 1099 (2d 10 “Courts applying § 365(a) have indicated that an agreement is executory if at the time of the bankruptcy filing, the failure of either party to complete performance would constitute a material breach of the contract, thereby excusing the performance of the other party.” Phoenix Exploration v. Yaquinto (In re Murexco Petroleum), 15 F.3d 60, 62-63 (5th Cir. 1994). See also, 3 COLLIER ON BANKRUPTCY ¶ 365.02 (Richard Levin & Henry J. Sommer eds., 16th ed.) (“The legislative history refers with approval to the so-called Countryman definition, observing that the term executory contract ‘generally includes contracts on which performance remains due to some extent on both sides.’”). 11 See also, Richmond Leasing Co v. Capital Bank, N.A., 762 F.2d 1303, 1311 (5th Cir. 1985) (“More exacting scrutiny would slow the administration of the debtor's estate and increase its cost, interfere with the Bankruptcy Code's provision for private control of administration of the estate, and threaten the court's ability to control in case impartially.” (citing In re Airlift International, Inc., 18 B.R. 787, 789 (Bankr. S.D. Fla. 1982); In re Curlew Valley Assocs., 14 B.R. 506, 509-14 (Bankr. D. Utah 1981))).

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Cir. 1993)).12 “The business judgment rule requires that a court approve the debtor's business decision unless the decision is the product of ‘bad faith, or whim, or caprice.’” In re Ultra Petro. Corp., 621 B.R. 188, 197 (Bankr. S.D. Tex. 2020) (quoting In re TWA, 261 B.R. 103, 121 (Bankr. D. Del. 2001)).13 11. Castex Energy Partners, LLC and Castex Offshore, Inc. submit that assumption of the Contracts is the product of proper business judgment and in the best interests of the estate given it is in furtherance of that certain Settlement Term Sheet. As set forth in the Confirmation Order, the Settlement Term Sheet is a part of the Plan and the transactions contemplated therein are approved and represent “the exercise of sound business judgment of the Debtors…”14 12. The Settlement Term Sheet requires the Post-Effective Date Debtors to “seek to assume all contracts associated with the properties covered hereby as requested by Walter…” ECF No. 324. The Contracts described above, were specifically requested by Walter and Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s compliance with such will aid in effectuating the Debtors’ confirmed Plan. B. Cures or Adequate Assurance of Cures 13. To the extent the Debtors have defaulted under any of the Contracts, 11 U.S.C. §§ 365(b)(1) requires at the time of assumption of the executory contract, a debtor must cure “or 12 Notably, the Pilgrim’s Pride court recognized it was “to place itself in the shoes of the estate's decision-maker and, accepting the decision-maker's assumptions and projections, test that decision-maker's exercise of business judgment.” 403 B.R. at 426, n. 32 (citing 3 COLLIER ON BANKRUPTCY ¶ 365-03[2] (15th ed. rev. 2008)). 13 See also, Allied Technology, Inc. v. R.B. Brunemann & Sons, Inc., 25 B.R. 484, 495 (Bankr. S. D. Ohio 1982) (“As long as assumption of a lease appears to enhance a debtor's estate, Court approval of a debtor in possession's decision to assume the lease should only be withheld if the debtor's judgment is clearly erroneous, too speculative, or contrary to the provisions of the Bankruptcy Code, and particularly of 11 U.S.C. § 365.”). 14 See ECF No. 324, Confirmation Order at ¶ 77 (“To the extent not already incorporated into the Plan, the Settlement Term Sheet is part of the Plan, and the transactions contemplated by the Settlement Parties to the Settlement Term Sheet are APPROVED in all respects.”); id. at ¶ 38 (“The Plan, including all transactions contemplated by the Plan and Plan Documents, represents the exercise of the sound business judgment of the Debtors, and is in the best interests of the Debtors, Holders of Claims and Interests, and all parties in interest.”).

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provide[] adequate assurance15 that . . . [it] will promptly cure, such default.” 11 U.S.C. § 365(b)(1)(A). Additionally, a debtor must compensate or provide adequate assurance of compensation for pecuniary losses for the non-debtor party, as well as provide adequate assurance of future performance. 11 U.S.C. §§ 365(b)(1)(B), (C). 14. The Fifth Circuit has noted “whether a debtor has given adequate assurance is extremely fact-specific.” Tex. Health Enters. v. Lytle Nursing Home (In re Tex. Health Enters.), 72 Fed. Appx. 122, 126 (5th Cir. 2003). In determining whether a debtor has given adequate assurance, courts look to “whether the debtor’s financial data indicated its ability to generate an income stream sufficient to meet its obligations, the general economic outlook in the debtor’s industry, and the presence of a guarantee.” Richmond, 762 F.2d at 1310. 15. Castex Offshore, Inc. and Castex Energy Partners, LLC submit that based upon present information and belief, no cure is due under the Contracts sought to be assumed herein. Nevertheless, even if a cure payment is necessary, the Settlement Term Sheet provides “…Walter shall be responsible for any and all Cure Costs16 attributable to the Debtors whatsoever relating to, arising from, or on account of, such assumption.” ECF No. 324 (alteration to original). As such, to the extent the Debtors have defaulted under the Contracts, thereby necessitating cure payments, 15 The Fifth Circuit has recognized “The terms ‘adequate assurance of future performance’ are not words of art; the legislative history of the Code shows that they were intended to be given a practical, pragmatic construction.” Richmond Leasing Co., 762 F.2d at 1309 (quoting In re Sapolin Paints, Inc., 5 B.R. 412, 420-21 (Bankr. E.D.N.Y. 1980)). Further, adequate assurance does not mean absolute assurance of payment. In re Natco Indus., Inc., 54 B.R. 436, 440 (Bankr. S.D.N.Y. 1985). See also, In re Bon Ton Rest. & Pastry Shop, Inc., 53 B.R. 789, 803 (Bankr. N.D. Ill. 1985) (“Although no single solution will satisfy every case, the required assurance will fall considerably short of an absolute guarantee of performance.”). 16 While capitalized in parts of the Settlement Term Sheet, this term is not defined in the Settlement Term Sheet, Confirmation Order, or Plan.

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such has been allocated to and will be borne by Walter in accordance with the Settlement Term Sheet attached to the Confirmation Order.17 16. While Castex Energy Partners, LLC and Castex Offshore, Inc. admittedly do not presently, nor will they in the future, have assets or cash with which to fund any future obligations arising under the Contracts,18 it is believed that Walter’s designation as operator - a critical component of the Plan and Term Sheet for the Estate - may be dependent upon assumption of the related oil and gas leases, as such designation may be derivative of the rights of Castex Energy Partners, LLC and Castex Offshore, Inc. under non-rejected leases. Further, the Plan and Term Sheet create an escrow with which to fund certain expenses associated with decommissioning the properties (the “Funded Statutory P&A Obligation Escrow”) that will be available to Walter in repayment of such expenses. 17. For the avoidance of any doubt, Castex Energy Partners, LLC and Castex Offshore, Inc. point out that under the Settlement Term Sheet: Walter will not acquire the Debtors’ working interest in the Operated Properties and Debtors or the Post-Effective Date Debtors, as applicable, will seek to assume all contracts associated with the properties covered hereby as requested by Walter, provided, however, that Walter shall be responsible for any and all Cure Costs attributable to the Debtors whatsoever relating to, arising from, or on account of, such assumption. Nothing contained herein shall be deemed or construed to be an assumption by Walter of any of Debtor’s or Post-Effective Date Debtors’ obligations and liabilities 17 See also, Confirmation Order at ¶ 60 (“The payment of any applicable Cure Amount, the resolution of any Cure Amount dispute, and the entry of this Confirmation Order by the Court shall constitute approval of the assumptions and rejections provided for in the Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code as of the Effective Date.”); Art. I(A) of the Plan (defining “Cure Amount” as “the payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) necessary to (a) cure a monetary default by the Debtors in accordance with the terms of an executory contract or unexpired lease and (b) permit the Debtors to assume such executory contract or unexpired lease under section 365(a) of the Bankruptcy Code.”). 18 Under the Settlement Term Sheet Walter, as designated operator, is entitled to any ongoing revenue generated from such interests in the oil and gas wells to which the Contracts relate in order to offset its joint interest billing expenses [ECF No. 324 at p. 127].

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associated with the Walter New Operated Properties and/or the Debtor Terminated Leases. … [T]he Liquidating Trust shall have no liability or obligation arising from or related to the Debtors’ or the Post-Effective Date Debtors’ assumption of any contracts assumed under this Term Sheet, other than those associated with, and limited to, the Funded Statutory P&A Obligation Escrow. ECF No. 324 at p. 127 C. Notice 18. Castex Energy Partners, LLC and Castex Offshore, Inc. have served this Motion, all attachments, and the notice of hearing upon any counterparty under the Contracts and those parties included in the Debtors’ Master Service List required by the Complex Case Procedures. WHEREFORE, Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, request that this Court enter an order, in substantially similar form to the proposed order attached to this Motion as Exhibit “A”: (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described above), but only as to the Post-Effective Date Debtor listed as a party thereto or as necessary to effectuate the Settlement Term Sheet; (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and (iv) granting such other and further relief as the Court deems just and proper under the circumstances. Signature on following page

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Dated: August 27, 2021 Respectfully Submitted, STEWART ROBBINS BROWN & ALTAZAN, LLC /s/ Paul Douglas Stewart, Jr. Paul Douglas Stewart, Jr. (La. Bar # 24661, admitted to SDTX) dstewart@stewartrobbins.com Brandon A. Brown (Tx. Bar No. 24104237) bbrown@stewartrobbins.com 301 Main Street, Suite 1640 Baton Rouge, LA 70801-0016 Telephone: (225) 231-9998 Facsimile: (225) 709-9467 Attorneys for Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors

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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: § § Case No. 21-30710 CASTEX ENERGY 2005 HOLDCO, § LLC, et al., § Chapter 11 § Debtors.19 § (Jointly Administered) ORDER GRANTING FIRST OMNIBUS MOTION TO ASSUME CERTAIN EXECUTORY CONTRACTS AND LEASES OF CASTEX ENERGY PARTNERS, LLC AND CASTEX OFFSHORE, INC. IN THEIR CAPACITIES AS POST-EFFECTIVE DATE DEBTORS (ECF NO. ___) Upon the Motion20 filed by Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors, seeking entry of an order (the “Order”) (i) approving Castex Energy Partners, LLC’s and Castex Offshore, Inc.’s assumption of the Contracts (more particularly described in the Motion), but only as to the Post-Effective Date Debtor listed as a party thereto or as necessary to effectuate the Settlement Term Sheet; (ii) fixing any necessary cure costs for the Contracts sought to be assumed herein at $0.00 or such amount found by the Court at a hearing; (iii) to the extent required, and in accordance with the Settlement Term Sheet, allocating any necessary cure costs to Walter; and (iv) granting such other and further relief as the Court 19 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. 20 Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Motion.

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deems just and proper under the circumstances, all as more fully set forth in the Motion; and after due deliberation IT IS HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. 2. Castex Energy Partners, LLC and Castex Offshore, Inc. in their capacities as Post-Effective Date Debtors are authorized and deemed to assume, pursuant to 11 U.S.C. § 365, the Contracts described below, but such assumption shall be made solely by the specific Post-Effective Date Debtor listed below and shall only be deemed to assume such contract to which such Post-Effective Date Debtor is listed as a party thereto, except as provided otherwise by this Order: Contracts
Table 1 on page 15. Back to List of Tables
Description Parties Cure
Offshore Operating Agreement
covering OCS-G 20051 (portion),
Green Canyon Area, Block 243
(portion) dated September 1, 2013
Walter Oil & Gas Corporation

[Castex Offshore, Inc.]

Nexen Petroleum Offshore U.S.A. Inc.
$0.00
Offshore Operating Agreement
covering OCS-G 33690, MP 273 &
OCS-G 33691, MP 274; OCS-G 22812,
S/2 S/2 of MP 270 dated March 1, 2015
[Castex Offshore, Inc.]

Petsec Energy Inc.

Walter Oil & Gas Corporation

Gome 1271 LLC
$0.00
Unit Agreement for Outer Continental
Shelf Exploration, Development, and
Production Operations on the Main
Pass 270 Unit

Blocks: 270 & 273
Main Pass Area
Offshore Contract No. 754315010
[Castex Offshore, Inc.]

Petsec Energy Inc.

Apache Shelf Exploration LLC

Fieldwood Energy LLC
$0.00
Offshore Operating Agreement
concerning OCS-G 04232, Ship Shoal,
Block 189 (covering Areas I, II, and
III) dated December 1, 2009
Walter Oil & Gas Corporation

Seneca Resources Corporation

[Castex Offshore, Inc.]
$0.00

15

Table 1 on page 16. Back to List of Tables
Description Parties Cure
Rooster Oil & Gas, LLC

All Aboard Development Corporation
Offshore Operating Agreement
concerning OCS-G 04232, N/2 Ship
Shoal, Block 189 dated October 17,
2007
Walter Oil & Gas Corporation

Seneca Resources Corporation

[Castex Offshore, Inc]

Rooster Oil & Gas, LLC

All Aboard Development Corporation
$0.00
Offshore Operating Agreement
concerning OCS-G17912, Vermillion
Area, Block 253 dated July 22, 1998
OEDC Exploration & Production, L.P.

Seneca Resources Corporation

[Castex Offshore, Inc.]
$0.00
Operating Agreement concerning
OCS-G 5431, Vermillion Area, Block
252 dated February 24, 1997
Chevron U.S.A. Inc.

Seneca Resources Corporation

[Castex Offshore, Inc.]
$0.00
Leases
Table 2 on page 16. Back to List of Tables
Description Parties Cure
Lease No.: OCS-G 22812

Area/Block No.: Main Pass 270

Effective Date: July 1, 2001
United States Department of the Interior –
Mineral Management Service

[Castex Offshore, Inc.]

Dominion Exploration & Production, Inc.
$0.00
Lease No.: OCS-G 33690

Area/Block No.: Main Pass 273

Effective Date: July 1, 2010
United States Department of the Interior –
Mineral Management Service

Petsec Energy Inc.

Phoenix Exploration Company LP
$0.00
Lease No.: OCS-G 20051

Area/Block No.: Green Canyon 243

Effective Date: July 1, 1998
United States Department of the Interior –
Mineral Management Service

[Castex Offshore, Inc.]

Vastar Resources, Inc.
$0.00

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Table 1 on page 17. Back to List of Tables
Description Parties Cure
Lease No.: OCS-G 04232

Area/Block No.: Ship Shoal 189

Effective Date: December 1, 1979
United States Department of the Interior –
Bureau of Land Management

Shell Oil Company

Strata Energy, Inc.

OCFOGO, Inc.

Resources Liquidating Corp.

[Castex Offshore, Inc.]
$0.00
Lease No.: OCS-G17912

Area/Block No.: Vermillion 253

Effective Date: July 1, 1997
United States Department of the Interior –
Mineral Management Service

ODEC Exploration & Production, L.P.

[Castex Energy Partners, LLC]
$0.00
Lease No.: OCS-G05431

Area/Block No.: Vermillion 252

Effective Date: July 1, 1983
United States Department of the Interior –
Mineral Management Service

Tenneco Oil Company

[Castex Energy Partners, LLC]
$0.00
3. To the extent Castex Offshore, Inc. holds any interest in: (a) Lease No.: OCS-G17912; Area/Block No.: Vermillion 25; Effective Date: July 1, 1997; or (b) Lease No.: OCS-G05431; Area/Block No.: Vermillion 252; Effective Date: July 1, 1983, it is authorized to assume such Contracts in addition to Castex Energy Partners, LLC. 4. To the extent Castex Offshore, Inc. or Castex Energy Partners, LLC hold any interest in Lease No.: OCS-G 33690; Area/Block No.: Main Pass 273; Effective Date: July 1, 2010, they are authorized to assume such Contract. 5. To the extent any cure costs are required to be paid to any party under the Contracts, including but not limited to any monetary default by the Debtors in accordance with the terms of the Contracts, such cure costs are to be borne by Walter Oil & Gas Corporation.

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6. This Order shall be deemed to constitute a separate order with respect to each Contract governed hereby. 7. The Debtors, the Post-Effective Date Debtors, the Liquidating Trust, or Walter Oil & Gas Corporation, as applicable, are authorized to take all actions necessary to effectuate the relief granted herein. 8. The Liquidating Trust shall have no liability or obligation arising from or related to the assumption of any contracts assumed through this Order, other than those associated with, and limited to, the Funded Statutory P&A Obligation Escrow. 9. Nothing contained in this order shall be deemed or construed to be an assumption by Walter Oil & Gas Corporation of any obligations and liabilities associated with any contracts assumed through this Order. 10. This Court retains exclusive jurisdiction to resolve any dispute arising from or related to this Order. Signed: _______________________________________________ THE HONORABLE MARVIN ISGUR UNITED STATES BANKRUPTCY JUDGE

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