INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of May 16, 2018 by and between Talos Energy Inc., a Delaware corporation (the “Company”), and Rajen Mahagaokar (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 1 to Warrant Agreement (this “Amendment”), dated as of May 10, 2018, is among Stone Energy Corporation, a Delaware corporation (“Stone Energy”), Sailfish Energy Holdings Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Stone Energy (“New Talos”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, with Computershare, the “Warrant Agent”).
EXCHANGE AGREEMENTExchange Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of [●], among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, “Holdings”), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with Holdings, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and [●], as trustee (the “Trustee”) and as collateral agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2018 by and between Talos Energy Inc., a Delaware corporation (the “Company”), and each of the other parties set forth on the signature pages hereto. The Company and the other parties hereto are sometimes collectively referred to herein as the “Parties” and each is sometimes referred to herein as a “Party.”
WARRANT AGREEMENT dated as of February 28, 2017 among STONE ENERGY CORPORATION (AS REORGANIZED), COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant AgentWarrant Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
This Warrant Agreement (“Warrant Agreement”) dated as of February 28, 2017 is among Stone Energy Corporation, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, with Computershare, the “Warrant Agent”).
TALOS PRODUCTION LLC and TALOS PRODUCTION FINANCE INC. as Issuers and the Subsidiary Guarantors party hereto from time to time 11.00% Second-Priority Senior Secured Notes due 2022 INDENTURE Dated as of May 10, 2018 and WILMINGTON TRUST, NATIONAL...Indenture • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of May 10, 2018 among TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors and assigns, “Holdings”), TALOS PRODUCTION FINANCE INC., a Delaware corporation (together with its successors and assigns, the “Co-Issuer” and, together with Holdings, the “Issuers”), the Subsidiary Guarantors party hereto from time to time (as defined below) and WILMINGTON TRUST,
CREDIT AGREEMENT Dated as of May 10, 2018 among TALOS ENERGY, INC., as Holdings, TALOS PRODUCTION LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, and...Credit Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • Texas
INTERCREDITOR AGREEMENT dated as of May 10, 2018 between JPMORGAN CHASE BANK, N.A., as First Lien Agent and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Agent relating to TALOS PRODUCTION LLCIntercreditor Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
This INTERCREDITOR AGREEMENT is dated as of May 10, 2018 (as amended, renewed, extended, supplemented, restated, replaced or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”), in its capacity as the First Lien Agent, and WILMINGTON TRUST, NATIONAL ASSOCIATION (“WT”), in its capacity as the Second Lien Agent; and acknowledged and consented to by TALOS PRODUCTION LLC, a Delaware limited liability company (together with its successors in such capacity and as provided in Section 8.18 (Effectiveness of Agreement), the “Company”), and the other Pledgors. Capitalized terms used but not defined in the preamble or the recitals to this Agreement have the meanings set forth in Section 1.1 below.
REGISTRATION RIGHTS AGREEMENT Dated May 10, 2018 among TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. THE SUBSIDIARY GUARANTORS NAMED HEREIN and THE EXCHANGE AGREEMENT HOLDERS NAMED HEREINRegistration Rights Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York
This Agreement is entered into in connection with the Exchange Agreement, dated as of November 21, 2017 (the “Exchange Agreement”), among the Issuers, Stone Energy Corporation, a Delaware corporation (“Stone”), Sailfish Energy Holdings Corporation, a Delaware Corporation, the lenders listed on Schedule A thereto, the lenders listed on Schedule B thereto, the noteholders listed on Schedule C thereto and the noteholders listed on Schedule D thereto, pursuant to which, among other things, (i) the holders of the Issuers’ second lien bridge loans exchanged their bridge loans for the Notes and (ii) Franklin and MacKay exchanged the 7.500% Senior Secured Notes due 2022 issued by Stone (the “Stone Notes”) held by them for the Notes. In addition, the Issuers effected a tender offer and consent solicitation for the Stone Notes held by holders other than Franklin and MacKay (those holders, other than the Exchange Agreement Holders, that validly tendered Stone Notes in the tender offer and consent
STOCKHOLDERS’ AGREEMENT dated as of May 10, 2018 among TALOS ENERGY INC., AP TALOS ENERGY LLC, AP TALOS ENERGY DEBTCO LLC, AP OVERSEAS TALOS HOLDINGS PARTNERSHIP, LLC, AIF VII (AIV), L.P., ANRP DE HOLDINGS, L.P., RIVERSTONE TALOS ENERGY EQUITYCO LLC,...Stockholders’ Agreement • May 16th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into on May 10, 2018, by and among AP Talos Energy LLC, a Delaware limited liability company, AP Talos Energy Debtco LLC, a Delaware limited liability company (together, the “Apollo Feeders”), AP Overseas Talos Holdings Partnership, LLC, a Delaware limited liability company, AIF VII (AIV), L.P., a Delaware limited partnership, ANRP DE Holdings, L.P., a Delaware limited partnership (collectively, the “Apollo Blocker Holding Companies” and, together with the Apollo Feeders and any other member of the Apollo Group executing a joinder, the “Apollo Parties”), Riverstone Talos Energy Equityco LLC, a Delaware limited liability company, Riverstone Talos Energy Debtco LLC, a Delaware limited liability company (together, the “Riverstone Feeders”), Riverstone V FT Corp Holdings, L.P., a Delaware limited partnership (the “Riverstone Blocker Holding Company” and, together with the Riverstone Feeders and any other member of the Riverstone Gr
