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DIRECT DIAL NUMBER (713)821-5623 SIMPSON THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, T X 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL ADDRESS [email protected] April 27, 2016 Re: OCS Lease No. - 07995, 07998, 15565, 33221 Bureau of Ocean Energy Management 1201 Elmwood Park Blvd. New Orleans, LA 70123-2394 Attention: Adjudication Dear Sir or Madam: Enclosed are an original and duplicate copy of Third Amendment and Supplement to Second Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement between EnVen Energy Ventures, LLC, and Bank of Montreal, as Administrative Agent, covering the referenced leases. Please have this document filed as a Category 1 Mortgage non-required filing and retum the duplicate copy to me with the stamped filing information. Also enclosed is evidence of the online payment with pay.gov. Thank you and i f you have any questions, please call me at 713-821-5623. Very truly yours. Linda Daugherty Sr. Oil and Gas Documentation Specialist Enclosures NEW YORK BEIJING HONG KONG LONDON LOS ANGELES PALO ALTO SAO PAULO SEOUL TOKYO WASHINGTON, D.C. 007870-0031 - 14479-Active. 18528429 1 4/27/17 10:29 AM
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SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

Aug 25, 2018

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Page 1: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

DIRECT DIAL NUMBER

(713)821-5623

S I M P S O N T H A C H E R & B A R T L E T T L L P

2 H O U S T O N C E N T E R

909 F A N N I N S T R E E T , S U I T E 1475

H O U S T O N , T X 77010-1014

(713) 821-5650

F A C S I M I L E (713) 821-5602

E-MAIL ADDRESS

[email protected]

April 27, 2016

Re: OCS Lease No. - 07995, 07998, 15565, 33221

Bureau of Ocean Energy Management 1201 Elmwood Park Blvd. New Orleans, LA 70123-2394

Attention: Adjudication

Dear Sir or Madam:

Enclosed are an original and duplicate copy of Third Amendment and Supplement to

Second Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement,

Fixture Filing and Financing Statement between EnVen Energy Ventures, LLC, and Bank of

Montreal, as Administrative Agent, covering the referenced leases. Please have this document filed

as a Category 1 Mortgage non-required filing and retum the duplicate copy to me with the stamped

filing information.

Also enclosed is evidence of the online payment with pay.gov. Thank you and if

you have any questions, please call me at 713-821-5623.

Very truly yours.

Linda Daugherty Sr. Oil and Gas Documentation Specialist

Enclosures

N E W Y O R K B E I J I N G H O N G K O N G L O N D O N L O S A N G E L E S P A L O A L T O SAO P A U L O S E O U L T O K Y O W A S H I N G T O N , D.C. 007870-0031 - 14479-Active. 18528429 1 4/27/17 10:29 AM

Page 2: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

WHEN RECORDED,

RETURN TO: Aokno t̂edgemanl Copy Bracewell LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 Attention: Andrew Bueso

THIRD AMENDMENT AND SUPPLEMENT TO SECOND LIEN MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY

AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT

This THIRD AMENDMENT AND SUPPLEMENT TO SECOND LIEN MORTGAGE, DEED OF TRUST, ASSIGNMENT OF AS-EXTRACTED COLLATERAL, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING STATEMENT (this "Amendment is entered into on December 30, 2016 (the "Effective Date") by ENVEN ENERGY VENTURES, LLC, a Louisiana limited liability company (the "Mortgagor"), in favor of (i) Thomas D. Dale, as Trustee for the benefit of BANK OF MONTREAL, as Administrative Agent (together with ils successors and assigns, the "Mortgagee"), and the Other Secured Persons with respect to all Mortgaged Properties located in or adjacent to each Deed of Trust State and (ii) the Mortgagee for its benefit and the benefit of the Other Secured Persons with respect to all Mortgaged Properties located in or adjacent to each Mortgage State and with respect to all UCC Collateral.

RECITALS

A. On July 29, 2014, Energy Ventures GoM LLC, as Borrower ("Borrower"), Energy Ventures GoM Holdings LLC, a Delaware limited liability company, as the parent company of Borrower, the Lenders, the Mortgagee, as adminisUative agent for the Lenders and others, executed a Second Lien Credit Agreement (such agreement, as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") pursuant to which, upon the terms and conditions stated therein, the Lenders agreed to make loans and other extensions of credit to the Borrower.

B. On July 29,2014, the Mortgagor and each of the other signatories thereto other than the Mortgagee (collectively, the "Guarantors") and thc Mortgagee executed a Guarantee and Collateral Agreement (such agreement, as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee") pursuant to which, upon the terms and conditions stated therein, the Guarantors agreed to grant a security interest to the Mortgagee in certain assets specified therein, and the Guarantors agreed to guarantee the obligations of the Borrower and the Mortgagor under the Credit Agreement, the Hedging Agreements and the Cash Management Agreements.

C. The Mortgagor, in order to secure its obligations under tlie Credit Agreement and Guarantee, executed that certain Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated as of July 29, 2014 (the "Original Mortgage", as amended by that certain First Amendment and Supplement to Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement effective as of July 29, 2014, and by that certain Second

#5376376

Page 3: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

of Shell Offshore Inc., effective November 1, 2016 (hereafter "Conveyance"), which is applicable to all production from the G2 Sand (15,297' - 15,526' MD (14,273' - 14,467' True Vertical Depth Subsea)) and the H Sand (16,108' - 16,278' MD (14,919' - 15,040' True Vertical Depth Subsea)) through the GL008 Well. This overriding royalty interest in favor of Shell Offshore, Inc. (hereafter "ORRI") equates to thirty percent (30%) of eight/eighths (8/8ths) of all such production, which then increases to forty-two percent (42%) of eight/eighths (8/8ths) upon the earlier of (i) September 30, 2017 or (ii) the occurrence ofthe Production Milestone (being the date when a cumulative 8,331,000 barrels of oil have been produced for from the G2 Sand and the H Sand), all as further and more specifically set forth in the Conveyance. Accordingly, for the avoidance of doubt, Mortgagee hereby expressly (x) acknowledges that the Mortgagee's Lien does not burden or encumber the Conveyance or the ORRI and (y) agrees that this acknowledgment is in favor of and may be enforced by Shell Offshore Inc. and its successors and assigns; provided, that should the aforesaid interest revert to the Mortgagor, this Section 7.15 shall be null and void and of no effect.

Section 7.16 Shell Offshore Inc. Operating Rights

Mortgagee hereby specifically acknowledges that Mortgagor's interests mortgaged and/or encumbered hereby are subject to that certain Assignment of Operating Rights by and between Mortgagor and Shell Offshore Inc. dated effective January 1, 2016 which assigns and conveys unto Shell Offshore Inc. one hundred percent (100%) of all operating rights to:

(a) In respect of Oil and Gas Lease No. OCS-G 07995, dated effective July 1, 1985, by and between the United States of America, as Lessor, and Shell Offshore Inc., as Lessee, covering all ofBlock 158, Green Canyon, OCS Official Protraction Diagram, NG 15-03, the NW/4NW/4NW/4, S/2NW/4NW/4, SW/4NW/4, W/2SE/4NW/4, SE/4SE/4NW/4 and S/2 from 18,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the NE/4NW/4NW/4, NW/4NE/4NW/4, S/2NE/4NW/4, NE/4SE/4NW/4, and W/2SW/4NE/4 from 22,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the NE/4NE/4NW/4, NW/4NE/4, SW/4NE/4NE/4, E/2SW/4NE/4 and W/2SE/4NE/4 from 24,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; and the NW/4NE/4NE/4 and E/2E/2NE/4 from 30,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; and

(b) In respect of Oil and Gas Lease No. OCS-G 07998, dated effective July 1, 1985, by and between the United States of America, as Lessor, and Shell Offshore Inc., as Lessee, covering all ofBlock 202, Green Canyon, OCS Official Protraction Diagram, NG 15-03 from 18,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; and

(c) In respect of Oil and Gas Lease No. OCS-G 33221, dated effective July 1, 2009, by and between the United States of America, as Lessor, and Shell Gulf ofMexico Inc., as Lessee, covering all ofBlock 114, Green Canyon, OCS Official Protraction Diagram, NG 15-03 the N/2 N/2S/2, N/2S/2S/2 from 24,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the S/2SW/4SW/4 from 25,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the S/2SE/4SW/4 from 27,000 feet True Vertical Depth Subsea through

Page 4: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

50,000 feet True Vertical Depth Subsea; and the S/2S/2SE/4 from 30,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea.

SOI Operating Rights means, collectively, the operating rights described in subparts (a), (b) and (c), immediately above. Accordingly, for the avoidance of doubt, Mortgagee hereby expressly (x) acknowledges that the Mortgagee's Lien does not burden or encumber the SOI Operating Rights, and (y) agrees that this acknowledgment is in favor of and may be enforced by Shell Offshore Inc. and its successors and assigns.

Notwithstanding the foregoing, should the SOT Operating Rights revert to the Mortgagor, this Section 7.16 shall be null and void and of no effect and the SOI Operating Rights, as then owned by the Mortgagor, would be covered hereby."

1.3 Confirmation. Mortgagor hereby confirms that it has heretofore granted, bargained, sold, assigned, mortgaged, transferred and conveyed to Trustee for the benefit of Mortgagee and the Other Secured Persons and granted a security interest to Mortgagee, for its benefit and the benefit of the Other Secured Persons in, the Mortgaged Properties, and Mortgagor further grants, bargains, sells, assigns, mortgages, transfers and conveys to Trustee for the benefit of Mortgagee and the Other Secured Persons, and grants a security interest to Mortgagee, for its benefit and the benefit of the Other Secured Persons in, the Mortgaged Properties, as supplemented hereby, to secure the payment and performance of the Secured Obligations, as amended hereby, all of the foregoing in accordance with and upon the terms and provisions of the Mortgage.

1.4 Assignment. Mortgagor hereby confirms that it has heretofore absolutely and unconditionally assigned, transferred, conveyed and granted a security interest to and does hereby absolutely and unconditionally assign, transfer, convey and grant a security interest to Mortgagee, for its benefit and the benefit of the Other Secured Persons, in all of the As-Extracted Collateral relating to the Hydrocarbon Interests, the Hydrocarbons and all products obtained or processed therefrom; the revenues and proceeds now and hereafter attributable to the Hydrocarbons and said products and all payments in lieu, such as "take or pay" payments or settlements and all amounts and proceeds hereafter payable to or to become payable to the Mortgagor or now or hereafter relating to any part of such Mortgaged Properties and all amounts, sums, monies, revenues and income which become payable to the Mortgagor from, or with respect to, any of the Mortgaged Properties, present or future, now or hereafter constituting a part of the Hydrocarbon Interests.

1.5 Miscellaneous; Representations and Warranties. This Amendment is a "Loan Document" as defined and described in the Credit Agreement. Mortgagor hereby acknowledges and agrees that except as specifically amended, supplemented, changed or modified hereby, the Mortgage shall remain in full force and effect in accordance with its terms. None of the rights, titles and interests existing and to exist under the Mortgage are hereby released, diminished or impaired, and Mortgagor hereby reaffirms all covenants, representations and warranties made in the Mortgage.

1.6 Governing Law. Insofar as permitted by otherwise applicable law, this Amendment shall be construed under and governed by the laws of the State of New York, provided, however, that, with respect to any portion of the Mortgaged Properties located outside ofthe State of New York, the laws of the place in which such property is or is deemed to be located in, or offshore area

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adjacent to (and State law made applicable as a matter of Federal law), shall apply to the extent of procedural and substantive matters relating only to the creation, perfection, foreclosure of Liens and enforcement of rights and remedies against the Mortgaged Properties.

1.7 Counterparts. This Amendment is being executed in several counterparts, all of which are identical. Each of such counterparts shall for all purposes be deemed to be an original and all such counterparts shall together constitute but one and the same instrument.

SIGNATURES BEGIN NEXT PAGE

Page 6: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

THUS DONE AND PASSED, before me. Notary Public, in Harris, County, Texas, in the presence of witnesses on the 29th day of December, 2016, to be effective as of the Effective Date.

WITNESSES: ENVEN ENERGY VENTURES, L L C

Najp^: Bryce Kaufman

SEAL:

JUDY A TH0MAS0N Notary 10 # 130881036 My Commission Expires

October 28. 2020

STATE OF TEXAS

COUNTY OF HARRIS

By NameT Lafpy'G. Willis^ar. Title: Vice President, Secretary and Treasurer

This instrument was acknowledged before me on December 29, 2016 by Larry G. Willis, Jr., Vice President, Secretary and Treasurer of EnVen Energy Ventures, LLC, a Louisiana limited liability company, on behalf of such limited liability company.

SEAL:

JUDY A TH0MAS0N Notary 10 # 130881036 My Commission Expires

October 28. 2020

[Signature Page to Amendment and Supplement to Second Lien Mortgage]

Page 7: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

THUS DONE AND PASSED, before me, Notary Public, in Harris, County, Texas, in the presence of witnesses on the Jfl day of December, 2016, to be effective as of the Effective Date.

WITNESSES: BANK OF MONTREAL

Name: By:_ Name: Matthew Davis Title: Vice President

Notary Public

SEAL: LETICIA PRIlfTO My Commission Expiras

October 22, 2018

STATE OF TEXAS

COUNTY OF HARRIS

§ § §

This instrument was acknowledged before me on December Q L L 2016 by Matthew Davis, Vice President of Bank of Montreal, a Canadian bank, on behalf of such bank.

SEAL: LETICIA PRIETO My Commission Expires

Octobef 22. 2018

Notary Public

[Signature Page to Amendment and Supplement to Second Lien Mortgage]

Page 8: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

ANNEX I

1. Second Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement dated as of July 29,2014 from EnVen Energy Ventures, LLC, a Louisiana limited liability company, as mortgagor, in favor of Thomas D. Dale, as trustee, for the benefit the Bank of Montreal, as administrative agent, filed as follows:

JtJRISDieTlON FILINGlNFORl^TlON F n . E D A T E

Cameron Parish, Louisiana #333633; Mortgage Book 8/15/14

Iberia Parish, Louisiana #2014-00008060, Mortgage Book 1619, Page 670

8/18/14

Lafourche Parish, Louisiana #1183255, Mortgage Book 1682, Page 112

8/18/14

Plaquemines Parish, Louisiana

#2014-00003302, Mortgage Book 647, Page 785

8/12/14

St. Mary Parish, Louisiana #325629, Mortgage Book 1410, Page 142

8/11/14

Terrebonne Parish, Louisiana #1460561, Mortgage Book 2676, Page 585

8/12/14

Vermilion Parish, Louisiana #2014007856 8/15/14

Brazoria County, Texas #2014035891 8/21/14

Chambers County, Texas Volume 1511, Page 133 8/13/14

Galveston County, Texas #2014046295 8/15/14

Jefferson County, Texas #2014026272 8/14/14

Matagorda County, Texas #2014-4372 8/12/14

Nueces County, Texas #2014033188 8/27/14

BOEM OCS-G-16224, 20605, 21108, 25966, 26033, 27030, 27083, 27535, 31290, 31322, 33674, 34318, 34324, 34344, 34787, 34835

8/21/14

BOEM (re-filed to correct leases)

OCS-G-479, 1477, 1572, 2006,2638, 2639, 2643, 3061,3171,3587, 4800, 6921,9383, 9384, 9386, 9387,10942, 12951,13091, 14586,15740, 15282, 16201, 16432,16455, 16469, 16549, 17888, 17921,33088, 33617,

5/15/15

Page 9: SIMPSON THACHER & BARTLETT LLP - BSEE … THACHER & BARTLETT LLP 2 HOUSTON CENTER 909 FANNIN STREET, SUITE 1475 HOUSTON, TX 77010-1014 (713) 821-5650 FACSIMILE (713) 821-5602 E-MAIL

JURISDICTION FILING INFORMATION F I L E IJATE

34224,34317, 34815, 35108, 35109, 35300,35307, 35383

2. First Amendment and Supplement to Second Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement effective as of July 29,2014 between EnVen Energy Ventures, LLC and Bank of Montreal, as administrative agent, filed as follows:

jURISDIGTION FILING INFORMATION F I L E DATE

Cameron Parish, Louisiana #333810 9/3/14

Iberia Parish, Louisiana #2014-00008790, Mortgage Book 1623, Page 333

9/8/14

Lafourche Parish, Louisiana #1184740, Book 1686, Page 309

9/11/14

Plaquemines Parish, Louisiana

#2014-00003651, Mortgage Book 649, Page 360

9/2/14

St. Mary Parish, Louisiana #325961, Mortgage Book 1412, Page 440

9/2/14

Terrebonne Parish, Louisiana #1462147, Mortgage Book 2682, Page 341

9/4/14

Vermilion Parish, Louisiana #2014008486 9/4/14

Brazoria County, Texas #2014039345 9/12/14

Chambers County, Texas Volume 1516, Page 161 9/5/14

Galveston County, Texas #2014051109 9/8/14

Jefferson County, Texas #2014028874 9/8/14

Matagorda County, Texas #2014-4920 9/5/14

3. Second Amendment and Supplement to Second Lien Mortgage, Deed of Trust, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement effective as of January 5, 2016 between EnVen Energy Ventures, LLC and Bank of Montreal, as administrative agent, filed as follows:

JURISDICTION FILING INFORMATION F I L E DATE

Cameron Parish, Louisiana #337793 2/1/16

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OWRISDIGTION

• . - —J. FILING IIWORMA ' FILE ;D ATE

Iberia Parish, Louisiana #2016-00001144, MOB 1692, Page 342

2/5/16

Lafourche Parish, Louisiana #1213615, MOB 1765, Page 880

2/5/16

Plaquemines Parish, Louisiana

#2016-00000348, MOB 678, Page 472

1/28/16

St. Maty Parish, Louisiana #333222, MOB 1462, Page 547

1/29/16

Terrebonne Parish, Louisiana #1499678, MOB 2804, Page 570

2/2/16

Vermilion Parish, Louisiana #2016001056 2/2/16

Brazoria County, Texas #2016003993 1/28/16

Chambers County, Texas Volume 1627, Page 203 1/28/16

Galveston County, Texas #2016005343 1/29/16

Jefferson County, Texas #2016002710 1/28/16

Matagorda County, Texas #2016-480 1/27/16

Nueces County, Texas #2016004083 2/1/16

BOEM OCS-G-10944, 12119, 12136, 12139, 13075, 13084, 13988

1/29/16

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EXHIBIT A to Mortgage Amendment EnVen Energy Ventures, LLC

LEASES [Louisiana]

Area Block OCS Lease No.

Recordation Jurisdiction

Leas e

Date Lessor

Original , Lessee

Excluded Aliquots and Depths Recordation

Green Canyon

158 07995 Lafourche, LA Terrebonne, LA

7/1/1 985

USA Shell

Offshore Inc.

The operating rights of said lease as to the NW/4NW/4NW/4, S/2NW/4NW/4, SW/4NW/4, W/2SE/4NW/4, SE/4SE/4NW/4 and S/2 from 18,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the NE/4NW/4NW/4, NW/4NE/4NW/4, S/2NE/4NW/4, NE/4SE/4NW/4, and W/2SW/4NE/4 from 22,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; the NE/4NE/4NW/4, NW/4NE/4, SW/4NE/4NE/4, E/2SW/4NE/4 and W/2SE/4NE/4 from 24,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea; and the NW/4NE/4NE/4 and E/2E/2NE/4 from 30,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea (and not otherwise).

Terrebonne: File No. 1523740 Lafourche: Inst. No. 1231913

Green Canyon

202 07998 Lafourche, LA Terrebonne, LA

7/1/1 985

USA Shell

Offshore Inc.

The operating rights of said lease as to all depths from 18,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea (and not otherwise).

Terrebonne: File No. 1523741 Lafourche: Inst. No. 1231914

Green Canyon

248 15565 Lafourche, LA

Terrebonne, LA 9/1/1 995

USA Shell

Offshore Inc.

None*

Terrebonne: File No. 1523742 Lafourche: Inst. No. 1231915

Green Canyon

114 33221 Lafourche, LA Terrebonne, LA

7/1/2 009

USA Shelf Gulf ofMexico

Inc.

The operating rights of said lease as to the N/2, N/2S/2, N/2S/2S/2 from 24,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea ; the S/2SW/4SW/4 from 25,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea ; the S/2SE/4SW/4 from 27,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea ; and the S/2S/2SE/4 from 30,000 feet True Vertical Depth Subsea through 50,000 feet True Vertical Depth Subsea (and not otherwise).

Terrebonne: File No. 1523743 Lafourche: Inst. No. 1231916

* Mortgagor's NRI for the GL008 Well, API 60-811-40618-00 located on Lease OCS-G 15565, Green Canyon Block 248, is expressly subject to and specifically reduced by an overriding royalty interest created by that certain Conveyance of Overriding Royalty Interest from Mortgagor in favor of Shell Offshore Inc., effective November 1, 2016 (hereafter "Conveyance"), which is applicable to all production from the G2 Sand (15,297' - 15,526' MD (14,273' - 14,467' True Vertical Depth Subsea)) and the H Sand (16,108' - 16,278' MD (14,919' - 15,040' True Vertical Depth Subsea)) through the GL008 Well. This overriding royalty interest in favor of Shell Offshore, Inc. equates to thirty percent (30%) of eight/eighths (8/8ths) of all such production, which then increases to forty-two percent (42%) of eight/eighths (8/8ths) upon the earlier of (i) September 30, 2017 or (ii) the occurrence

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EXHIBIT A to Mortgage Amendment EnVen Energy Ventures, LLC

LEASES [Louisiana]

of the Production Milestone (being the date when a cumulative 8,331,000 barrels of oil have been produced for from the G2 Sand and the H Sand), all as further and more specifically set forth in the Conveyance.

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EXHIBIT A to Mortgage Amendment EnVen Energy Ventures, LLC

WELLS [Louisiana]

Field Lease Well API No. Well# 08-2016 Status GWI NRI

Brutus OCSG07998 60-811-50123-00 GC202-1 TA 100.00% 87.50%

Brutus OCSG07995 60-811-50087-01 GC158-2 STOl TA 100.00% 87.50%

Brutus OCSG07995 60-811-40262-04 GC158 A - l ST04 COM 100.00% 87.50%

Brutus OCSG07995 60-811-40263-00 GC158 A-2 TA 100.00% 87.50%

Brutus OCSG07998 60-811-40264-01 GC202 A-3 STOl COM 100.00% 87.50%

Brutus OCSG07998 60-811-40265-06 GC202 A-4 ST05 COM 100.00% 87.50%

Brutus OCSG07995 60-811-40266-05 GC158 A-5ST04 COM 100.00% 87.50%

Brutus OCSG07995 60-811-40267-01 GC158 A-6 STOl TA 100.00% 87.50%

Brutus OCSG07998 60-811-40268-07 GC202 A-7 ST02BP03

COM 100.00% 87.50%

Brutus OCSG07998 60-811-40269-03 GC202 A-8 ST02 COM 100.00% 87.50%

Glider OCSG15565 60-811-40414-00 GC248 GL-4 COM 100.00% 87.50%

Glider OCSG15565 60-811-40562-01 GC248 GL-5 STOl COM 100.00% 87.50%

Glider OCSG15565 60-811-40618-00 GC248 GL-8 COM 100.00% 87.50%**

Glider OCSG15565 60-811-40620-01 GC248 GL-7 BP01 COM 100.00% 87.50%

Glider OCSG15565 60-811-50120-04 GC248 GL-3 ST03 COM 100.00% 87.50%

Glider OCSG15565 60-811-50097-01 GC248-2 STOl TA 100.00% 87.50%

** Mortgagor's NRI for the GL008 Well, API 60-811-40618-00 located on Lease OCS-G 15565, Green Canyon Block 248, is expressly subject to and specifically reduced by an overriding royalty interest created by that certain Conveyance of Overriding Royalty Interest from Mortgagor in favor of Shell Offshore Inc., effective November 1, 2016 (hereafter "Conveyance"), which is applicable to all production from the G2 Sand (15,297' - 15,526' MD (14,273' - 14,467' True Vertical Depth Subsea)) and the H Sand (16,108' - 16,278' MD (14,919' - 15,040' True Vertical Depth Subsea)) through the GL008 Well. This overriding royalty interest in favor of Shell Offshore, Inc. equates to thirty percent (30%) of eight/eighths (8/8ths) of all such production, which then increases to forty-two percent (42%) of eight/eighths (8/8ths) upon the earlier of (i) September 30, 2017 or (ii) the occurrence ofthe Production Milestone (being the date when a cumulative 8,331,000 barrels of oil have been produced for from the G2 Sand and the H Sand), all as further and more specifically set forth in the Conveyance.

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EXHIBIT A to Mortgage Amendment EnVen Energy Ventures, LLC

MATERIAL CONTRACTS [Louisiana]

Field ROW No.

Segment No.

Originating Area/Block

Originating Lease

Originating Facility

Destination Area/Block

Destination Lease

Destination Facility Product Status

Brutus 21499 12456 GC 158 G07995 GC 158 A SS 332 G16401 SS 332 A Gas Active Brutus 21500 12457 GC 158 G07995 GC 158 A-

Brutus (TLP) ST 301 G03594 ST 301 24-inch SSTI Oil Active

Glider 29339 14368 GC 158 G07995 GC 248 SI Sled GC 248 G15565 GC 158 A Bulk Oil Active

Glider 29339 14369 GC 248 G15565

GC 158 A GC 158 G07995

GC 248 Well #4

UTS Umbilical Active