land analyst via federal express oct 0 3 2018 … · land analyst via federal express october 2,...

Chevron

Diane Mayo Land Analyst

VIA FEDERAL EXPRESS

October 2, 2018

OCT 0 3 2018

ADJUDICATION SECTION

Bureau of Ocean Energy Management Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard New Orleans, LA 70123-2394 Attn: Adjudication Unit

Re: Non-Required Filing - Category 1 Mortgage. Deed of Trust. Security Agreement Green Canyon Block 598, OCS-G 36047 Green Canyon Block 641 E/2, OCS-G 16770 Green Canyon Block 642, OCS-G 36051

Ladies and Gentlemen:

Enclosed please find four (4) copies of Memorandum of Operating Agreement between Chevron U S A. Inc. (Company No. 00078), Statoil Gulf of Mexico LLC (Company No. 02748) and TOTAL E&P USA, INC. (Company No. 01500) to be filed in Non-Required Filing Category 1 (Mortgage, Deed of Trust, Security Agreement) for each of the subject leases.

The adjudication filing fee has been paid and a copy of the payment confirmation received via Pay.Gov is attached.

Please place one (1) copy in each of the affected lease files and return one (1) BOEM stamped copy to my attention.

Should you have any questions, I can be reached at 985-773-6724.

Yours very truly,

Diane Mayo

Enclosures

Chevron U.S.A.Inc. 100 Northpark Blvd., Covington, LA 70433

Tel 985-773-6724 [email protected]

Terrebonne Parish Recording Page

Theresa A. Robichaux Clerk Of Court P.O. Box 1569

Houma, LA 70361-1569 (985) 868-5660

Received From : Attn DIANE MAYO CHEVRON USA INC 100 NORTHPARK BLVD COVINGTON, LA 70433

First VENDOR CHEVRON U SA1NC

First VENDEE STATOIL GULF OF MEXICO L L C

Index Type : CONVEYANCES

Type of Document : AGREEMENT

Recording Pages : 15

Fi le# : 1561894

B o o k : 2542 Page : 384

Recorded In fo rmat ion

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court's office Terrebonne Parish, Louisiana

for

On (Recorded Date) 07/05/2018

Al (Recorded Time) 11 08 38AM

Doc ID - 014359500015

Derk of COL,rt

CLERK OF COURT THERESAA ROBICHAUX

Parish of Terrebonne ' "hcertify that this is a true copy of the attached

] document that was filed for registry and prded 07/05/2018

R/cirded in Book 2542

puty Clerk

Index Type MTG

Additional Index Recordings

Book

3008

Page

364

File# 1561894

Return To : Attn DIANE MAYO CHEVRON USA INC 100 NORTHPARK BLVD COVINGTON LA 70433

Do not Detach this Recording Page from Original Document

Lafourche Parish Recording Page

Annette M. Fontana CLERK OF COURT

PO BOX 818 303 W 3rd St

Thibodaux, LA 70302 (985) 447-4841

First VENDOR CHEVRON U SAINC

First VENDEE STATOIL GULF OF MEXICO LLC

Index Type : CONVEYANCE

Type of Document: MEMORANDUM AGREEMENT

Recording Pages : 15

Inst Number: 1261468

Book : 2106 Page : 765

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court's office for Lafourche Parish, Louisiana

On (Recorded Date): 07/05/2018

At (Recorded Time): 1:11:49PM CLERKOFCOURT

ANNETTE M FONTANA Parish of Lafourche

I certify that this is a true copy of the attached document that was filed for registry and

Recorded 07/05/2018 at 1 11:49 Recorded in Book 2106 Page 765

File Number 1261458 r

Doc ID - 033133610015

Index Type

MTG

Clerk

Addit ional Index Recordings

Book

1908

Page

497

Inst Number

1261468


St. Mary Parish Recording Page

Cliff Dressel Clerk of Court 500 Main Street

P.O. Drawer 1231 Franklin, LA 70538

(337)828-4100

Received From : CHEVRON, U.S.A., INC 100 NORTHPARK BLVD COVINGTON, LA 70433

First VENDOR CHEVRON U SAINC

First VENDEE STATOIL GULF OF MEXICO LLC

Index Type : Conveyances

Type of Document: Memorandum

File Number: 330625

Book : 372 Page : 405 Recording Pages : 15

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court's office for St Mary Parish, Louisiana

Deputy Cerk ^3

On (Recorded Date) 07/05/2018

At (Recorded Time): 12 31 55PM

Doc ID - 006437840015

CLERK OF COURT CLIFF DRESSEL Parish of St Mary

I certify that this is a true copy of the attached document that was filed for registry and

Recorded 07/05/2018 at 12 31 55 Recorded in Book 372 05

File Number 330625 A

Ju a A I W J -Deputy Clerk V l

Addit ional Index Recordings

Index Type

MTG

Book

1541

Page

480

File Number

330625

Return To


EXHIBIT "I"

Attached to and made a part of that certain Tahiti Prospect Joint Operating Agreement effective October 12, 2001 by and between

Chevron U.S.A. Inc., Statoil Gulf of Mexico LLC and TOTAL E&P USA, INC.

MEMORANDUM OF OPERATING AGREEMENT

[SEE ATTACHED PAGES]

Tahiti Prospect JOA Amendment Effective May 3, 2018 Page 15 of 28

MEMORANDUM OF OPERATING AGREEMENT

OCT 0 3 2018

ADJUDICATION SECTION

1.0 This Memorandum of Operating Agreement (this "Memorandum") is effective as of the effective date of the Operating Agreement referred to in Paragraph 2.0 below and is executed by Chevron U.S.A. Inc. (the "Operator"), whose mailing address is 100 Northpark Blvd., Covington, Louisiana 70433, Statoil Gulf of Mexico LLC, whose mailing address is 2107 CityWest Blvd, Suite 100, Houston, Texas 77042 {"StatoW) and TOTAL E&P USA, INC., whose mailing address is 1201 Louisiana St, Suite 1800, Houston, Texas 77002 ("To/a/", who, together with Statoil, are herein collectively referred to as the "Non-Operators").

2.0 The Operator and the Non-Operators are parties to that certain Tahiti Prospect Joint Operating Agreement effective the 12th day of October, 2001 (as may be amended and assigned, the "Operating Agreement") providing for the development and production of crude oil, natural gas and associated substances from the lands and oil and gas leases described in Exhibit "A" of the Operating Agreement (hereinafter called the "Contract Area") (such lands and oil and gas leases being more particularly described in Attachment "1" to this Memorandum) and designating Chevron U.S.A. Inc., as the Operator, to conduct such operations for itself and the undersigned Non-Operators. All such leases described in Attachment!: 1" hereto and any future oil and gas leases that may be acquired by the Operator and the Non-Operators as substitutions for, or replacements of, existing leases, or any additional leases acquired in the future covering such lands, in each case insofar and only insofar as such existing or future leases, or portions of leases, cover lands included within the Contract Area, are hereinafter collectively called the "Leases."

3.0 Among other provisions, the Operating Agreement (i) provides for certain security interests to secure payment by the parties of their respective share of costs and other obligations under the Operating Agreement, (ii) contains an Accounting Procedure, which establishes interest to be charged on indebtedness, certain costs, and other expenses under the Operating Agreement at the rate set forth therein, and which provides for other matters, (iii) includes non-consent clauses which establish that parties who elect not to participate in certain operations shall be deemed to have relinquished their interest in production until the carrying consenting parties recover their costs of such operations plus a specified amount, and (iv) grants certain preferential rights to purchase.

4.0 The Operator hereby certifies that a true and correct copy of the Operating Agreement is on file and is available for inspection by third parties at the offices of the Operator at the address set forth in this Memorandum.

5.0 In addition to any other security rights and remedies provided for by law with respect to services rendered or materials and equipment furnished under the Operating Agreement, for and in consideration of the covenants and mutual undertakings ofthe Operator and the Non-Operators set forth in the Operating Agreement, the Operator and the Non-Operators hereby agree as follows:

5.1 To secure the performance of and payment by each of the Non-Operators of all of its own obligations and indebtedness, whether now owed by such Non-Operator or hereafter arising, owed by such Non-Operator pursuant to the Operating Agreement or this


Memorandum, and further to secure any Secured Claims (as such term is defined in Paragraph 5.5 below), whether now owed by such Non-Operator or hereafter arising, which are suffered or incurred by the Operator in connection with any breach by such Non-Operator of the terms of the Operating Agreement or this Memorandum (all of such obligations, indebtedness and Secured Claims herein collectively being called the "Non-Operator Secured Obligations"), each of the Non-Operators hereby mortgages, hypothecates, grants and conveys to the Operator a continuing lien and security interest, a pledge of and over, in and to all of its rights, titles, interests, claims, general intangibles, proceeds and products thereof, whether now existing or hereafter acquired, in and to (a) the Leases and the Contract Area, (b) the oil and gas in, on, under, and that may be produced from the lands covered by the Leases or otherwise within the Contract Area, and all other rights it may have in and to the property covered by the Leases or within the Contract Area including, without limitation, all contractual rights, operating rights, leasehold interests, working interests, royalty interests, overriding royalty interests, non-participating royalty interests, mineral interests, production payments, net profits interests, or any other interest measured by or payable out of production of hydrocarbons (as such interests may be enlarged by the discharge of any payments out of production or by the removal of any charges or encumbrances), (c) any rights-of-way or other documents described in Attachment " 1 " to this Memorandum and all renewals and extensions thereof and all new oil and gas leases, rights-of-way, or other documents (I) in which it acquires an interest after the termination or expiration of any Leases, right-of-way, or other document described in Attachment " 1 " to this Memorandum and (II) that cover all or any part of the property described in and covered by such terminated or expired Leases, right-of-way, or other document, to the extent and only to the extent, such new oil and gas leases, rights-of-way, or other documents may cover such property, (d) all fixtures on or used or obtained for use in connection with the Leases or the Contract Area, (e) all other immovable property susceptible of the lien and security interest granted hereby situated within the Contract Area, (0 all oil, gas, and other minerals and as-extracted collateral produced from the lands covered by the Leases or the Contract Area or attributable to the Leases or the Contract Area when produced; (g) all accounts receivable accruing or arising as a result of the sale of such oil, gas, and other minerals (including, without limitation, accounts arising from gas imbalances or from the sale of oil, gas and other minerals at the wellhead); (h) all cash or other proceeds from the sale of such oil, gas, and other minerals once produced; and (i) all platforms, wells, facilities, fixtures, other corporeal property whether movable or immovable, whether now or hereafter placed on the offshore blocks covered by the Leases or the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases or the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Leases or the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof (collectively, the "Non-Operator Mortgaged Property"). The interest of the Non-Operators in and to the oil, gas, and other minerals produced from or attributable to the Leases when extracted and the accounts receivable accruing or arising as the result of the sale thereof shall be financed at the wellhead of the well or wells located on the Leases or the Contract Area. To the extent permissible under applicable law, the lien and

Tahiti Prospect JOA Amendment Effective May 3,2018 Page 17 of 28

security interest granted by each Non-Operator hereunder covers: (x) all substitutions, replacements, and accessions to the property of such Non-Operator described herein and is intended to cover alt of the rights, titles and interests of such Non-Operator in all immovable or movable property now or hereafter comprising part of or located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (y) all rights under any gas balancing agreement, farmout agreement, option farmout agreement, acreage and cash contributions, and conversion rights of such Non-Operators in connection with the Leases or the Contract Area, the oil, gas and other minerals produced from or attributable to the Leases or the Contract Area, whether now owned or existing or hereafter acquired or arising, including, without limitation, all interests of each of the Non-Operators in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (z) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, in and to the contracts, agreements, pennits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to any of the Leases or the Contract Area, including the following:

(i) all of its rights, titles, and interests, whether now owned and or existing or hereafter acquired or arising, in, to and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A" of the Operating Agreement, to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to all or any portion of the Leases or the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion ofthe Leases or the Contract Area;

(ii) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all presently existing and future advance payment agreements, oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A" of the Operating Agreement, to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Leases-or the Contract Area; and

(iii) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to any of the Leases or the Contract Area.

To the extent permissible under applicable law, the lien and security interest granted in favor ofthe Operator herein shall secure the payment of all Costs (as such term is defined


in the Operating Agreement) and other expenses properly charged to such Non-Operator, together with: (A) interest on such indebtedness, Costs, and other expenses at the rate set forth in Exhibit "C" of the Operating Agreement (Accounting Procedure) or the maximum rate allowed by law, whichever is lesser; (B) reasonable attorneys' fees; (C) court costs; and (D) other directly related collection costs. If any Non-Operator does not pay its indebtedness or perform its obligations under the Operating Agreement when due, or if any Secured Claim in connection with a breach by a Non-Operator of the terms of the Operating Agreement or this Memorandum is not discharged by such Non-Operator in accordance with the terms thereof, the Operator shall have the additional right to notify the purchaser or purchasers of the defaulting Non-Operator's share of production and collect such indebtedness out of the proceeds from the sale of the defaulting Non-Operator's share of production until the amount owed has been paid. The Operator shalf have the right to offset the amount owed by the defaulting Non-Operator against the proceeds from the sale of such defaulting Non-Operator's share of production. Any purchaser of such production shall be entitled to rely on the Operator's statement concerning the amount of costs and other expenses owed by the defaulting Non-Operator, and payment made to the Operator by any purchaser shall be binding and conclusive as between such purchaser and such defaulting Non-Operator.

The maximum amount for which the mortgage lien herein granted by each Non-Operator shall be deemed to secure the Non-Operator Secured Obligations is hereby fixed in an amount equal to $250,000,000.00 (the "Limit of the Mortgage of each Non-Operator"). Except as provided in the previous sentence (and then only to the extent such limitations are required by law), the entire amount of the Non-Operator Secured Obligations is secured hereby without limitation. Notwithstanding the foregoing Limit ofthe Mortgage of each Non-Operator, the liability of each Non-Operator under the Operating Agreement, this Memorandum and the mortgage lien and security interest granted hereby shall be limited to (and the Operator shall not be entitled to enforce the same against such Non-Operator for an amount exceeding) the sum of (A) the actual obligations and indebtedness, including all interest charges, costs, attorneys' fees, and other charges provided for in the Operating Agreement outstanding and unpaid and that are attributable to or charged against the interest of such Non-Operator pursuant to the Operating Agreement, plus (B) the actual amount of any Secured Claims in connection with any breach by such Non-Operator of the terms of the Operating Agreement or this Memorandum, including all interest charges, costs, attorneys' fees and other charges relating to such Secured Claims.

5.2 This Memorandum (including a carbon, photographic, or other reproduction thereof and hereof) shall constitute a non-standard form of financing statement under the terms of Chapter 9 of the Louisiana Commercial Laws, La. R.S. 10:9-101 et seq. (the "Uniform Commercial Code", as adopted in the State of Louisiana) and, as such, for the purposes of the security interest in favor of the Operator, may be filed for record in the office of the Clerk of Court of any parish in the State of Louisiana, with the Operator being the secured party and each Non-Operator being the debtor with respect to such filing. The Operator is hereby authorized to further file such other forms of financing statements (including, without limitation, continuation statements) and to file this Memorandum, whether as an exhibit to such financing statements or otherwise, in such jurisdictions as it may deem necessary and appropriate to perfect and give notice of the security interests and lien rights intended to be conveyed hereby.


5.3 To secure the performance of and payment by the Operator of all obligations and indebtedness, whether now owed by the Operator or hereafter arising, owed by the Operator pursuant to the Operating Agreement or this Memorandum, and further to secure any Secured Claims (as such term is defined in Paragraph 5.5 below), whether now owed by the Operator or hereafter arising, which are suffered or incurred by the Non-Operators in connection with any breach by the Operator of the terms of the Operating Agreement or this Memorandum (all of such obligations, indebtedness and Secured Claims herein collectively being called the "Operator Secured Obligations''), the Operator hereby mortgages, hypothecates, grants and conveys to each of the Non-Operators a continuing lien and security interest, a pledge of and over, in and to all of its rights, titles, interests, claims, general intangibles, proceeds and products thereof, whether now existing or hereafter acquired, in and to (a) the Leases and the Contract Area, (b) the oil and gas in, on, under, and that may be produced from the lands covered by the Leases or otherwise within the Contract Area, and all other rights it may have in and to the property covered by the Leases or within the Contract Area including, without limitation, all contractual rights, operating rights, leasehold interests, working interests, royalty interests, overriding royalty interests, non-participating royalty interests, mineral interests, production payments, net profits interests, or any other interest measured by or payable out of production of hydrocarbons (as such interests may be enlarged by the discharge of any payments out of production or by the removal of any charges or encumbrances), (c) any rights-of-way or other documents described in Attachment " 1 " to this Memorandum and all renewals and extensions thereof and all new oil and gas leases, rights-of-way, or other documents (I) in which it acquires an interest after the termination or expiration of any Leases, right-of-way, or other document described in Attachment " 1" to this Memorandum and (II) that cover all or any part of the property described in and covered by such terminated or expired Leases, right-of-way, or other document, to the extent and only to the extent, such new oil and gas leases, rights-of-way, or other documents may cover such property, (d) all fixtures on or used or obtained for use in connection with the Leases or the Contract Area, (e) all other immovable property susceptible of the lien and security interest granted hereby situated within the Contract Area, (f) all oil, gas, and other minerals and as-extracted collateral produced from the lands covered by the Leases or the Contract Area or attributable to the Leases or the Contract Area when produced; (g) all accounts receivable accruing or arising as a result of the sale of such oil, gas, and other minerals (including, without limitation, accounts arising from gas imbalances or from the sale of oil, gas and other minerals at the wellhead); (h) all cash or other proceeds from the sale of such oil, gas, and other minerals once produced; and (i) ali platforms, wells, facilities, fixtures, other corporeal property whether movable or immovable, whether now or hereafter placed on the offshore blocks covered by the Leases or the Contract Area or maintained or used in connection with the ownership, use or exploitation of the Leases or the Contract Area, and other surface and sub-surface equipment of any kind or character located on or attributable to the Leases or the Contract Area and the cash or other proceeds realized from the sale, transfer, disposition or conversion thereof (collectively, the "Operator Mortgaged Property"). The interest of the Operator in and to the oil, gas, and other minerals produced from or attributable to the Leases when extracted and the accounts receivable accruing or arising as the result of the


sale thereof shall be financed at the wellhead of the well or wells located on the Leases or the Contract Area. To the extent permissible under applicable law, the lien and security interest granted by the Operator hereunder covers: (x) all substitutions, replacements, and accessions to the property of the Operator described herein and is intended to cover all of the rights, titles and interests of the Operator in all immovable or movable property now or hereafter comprising part of or located upon or used in connection with the Contract Area, whether corporeal or incorporeal; (y) all rights under any gas balancing agreement, farmout agreement, option farmout agreement, acreage and cash contributions, and conversion rights ofthe Operator in connection with the Leases or the Contract Area, the oil, gas and other minerals produced from or attributable to the Leases or the Contract Area, whether now owned or existing or hereafter acquired or arising, including, without limitation, all interests of the Operator in any partnership, tax partnership, limited partnership, association, joint venture, or other entity or enterprise that holds, owns, or controls any interest in the Contract Area; and (z) all rights, claims, general intangibles, and proceeds, whether now existing or hereafter acquired, in and to the contracts, agreements, permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to any of the Leases or the Contract Area, including the following:

(i) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from any present or future operating, farmout, bidding, pooling, unitization, and communitization agreements, assignments, and subleases, whether or not described in Exhibit "A" of the Operating Agreement, to the extent, and only to the extent, that such agreements, assignments, and subleases cover or include any of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in and to al! or any portion of the Leases or the Contract Area, and all units created by any such pooling, unitization, and communitization agreements and all units formed under orders, regulations, rules, or other official acts of any governmental authority having jurisdiction, to the extent and only to the extent that such units cover or include all or any portion of the Leases or the Contract Area;

(ii) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to and under or derived from all presently existing and future advance payment agreements, oil, casinghead gas, and gas sales, exchange, and processing contracts and agreements, including, without limitation, those contracts and agreements that are described on Exhibit "A" of the Operating Agreement, to the extent, and only to the extent, those contracts and agreements cover or include all or any portion of the Leases or the Contract Area; and

(iii) all of its rights, titles, and interests, whether now owned and existing or hereafter acquired or arising, in, to, and under or derived from all existing and future permits, licenses, rights-of-way, and similar rights and privileges that relate to or are appurtenant to any of the Leases or the Contract Area.


To the extent permissible under applicable law, the lien and security interest granted in favor of each Non-Operator herein shall secure the payment of all Costs (as such term is defined in the Operating Agreement) and other expenses properly charged to the Operator, together with (A) interest on such indebtedness, Costs, and other expenses at the rate set forth in Exhibit "C" ofthe Operating Agreement (Accounting Procedure) or the maximum rate allowed by law, whichever is the lesser; (B) reasonable attorneys' fees; (C) court costs; and (D) other directly related collection costs.

The maximum amount for which the mortgage lien herein granted by the Operator shall be deemed to secure the Operator Secured Obligations is hereby fixed in an amount equal to $250,000,000.00 (the "Limit of the Mortgage of the Operator"). Except as provided in the previous sentence (and then only to the extent such limitations are required by law), the entire amount of the Operator Secured Obligations is secured hereby without limitation. Notwithstanding the foregoing Limit of the Mortgage of the Operator, the liability of the Operator under the Operating Agreement, this Memorandum and the mortgage lien and security interest granted hereby shall be limited to (and the Non-Operators shall not be entitled to enforce the same against the Operator for and amount exceeding) the sum of (A) the actual obligations and indebtedness, including all interest charges, costs, attorneys' fees, and other charges provided for in the Operating Agreement outstanding and unpaid and that are attributable to or charged against the interest of the Operator pursuant to the Operating Agreement, plus (B) the actual amount of any Secured Claims in connection with any breach by the Operator of the terms of the Operating Agreement or this Memorandum, including all interest charges, costs, attorneys' fees and other charges relating to such Secured Claims.

5.4 For the purposes of the security interest in favor of the Non-Operators, this Memorandum (including a carbon, photographic, or other reproduction thereof and hereof) may be filed for record as a non-standard form of financing statement pursuant to the Uniform Commercial Code in the office of the Clerk of Court of any Parish in the State of Louisiana, with each Non-Operator being the secured party and the Operator being the debtor with respect to such filing. Each Non-Operator is hereby authorized to further file such other forms of financing statements (including, without limitation, continuation statements) and to file this Memorandum, whether as an exhibit to such financing statements or otherwise, in such jurisdictions as it may deem necessary and appropriate to perfect and give notice of the security interests and lien rights intended to be conveyed hereby.

5.5 As used in this Memorandum, the term "Secured Claims" means all losses, liabilities, damages, judgments, demands, suits, claims, assessments, charges, fines, penalties and expenses (including, without limitation, consultant charges, attorneys' fees and other costs of litigation).

6.0 This Memorandum is to be filed or recorded, as the case may be, in (a) the conveyance records of the parish or parishes adjacent to the offshore blocks contained within the Contract Area pursuant to La. R.S. 31:217 (and any applicable revisions, amendments, or recodifications thereof in effect at the time of such filing or recordation) to serve as notice of the existence of the Operating Agreement as a burden on the title of the Operator and the Non-Operators to their interests in and to the Leases, (b) in the mortgage records of the parish or parishes adjacent to the offshore blocks contained within the Contract Area pursuant to Louisiana Civil Code article 3346 (and any


applicable revisions, amendments, or recodifications thereof in effect at the time of such filing or recordation) to give notice to third parties of the mortgage liens granted against the Non-Operator Mortgaged Property and the Operator Mortgaged Property, respectively, (c) in the non-required filing files maintained by the office of the Bureau of Ocean Energy Management ("BOEM") for each federal lease affected hereby, and (d) as an exhibit to the appropriate Uniform Commercial Code financing statements contemplated hereby. All parties to the Operating Agreement are identified on Attachment " 1 " hereto.

7.0 This Memorandum constitutes record notice and, upon the filing of same as contemplated herein, is intended to perfect each lien created or further evidenced by the Operating Agreement or this Memorandum. If performance of any obligation under the Operating Agreement or payment of any indebtedness created thereunder does not occur or is not made when due under the Operating Agreement or on default of any covenant or condition of the Operating Agreement, or if any Secured Claim in connection with a breach by a party of the terms of the Operating Agreement or this Memorandum is not discharged in accordance with the terms thereof, then in addition to any other remedy afforded by law, the Operator (and any successor to such party by assignment, operation of law, or otherwise) shall have, and is hereby given and vested with, the power and authority to foreclose the lien and security interest established in the Operating Agreement and in this Memorandum in the manner provided by law and to exercise all rights of a secured party under the Uniform Commercial Code or otherwise available under applicable law, all as more particularly set forth in the Operating Agreement.

8.0 Upon expiration of the Operating Agreement and the satisfaction of all obligations and indebtedness established thereunder, on behalf of all parties to the Operating Agreement, the Operator (and each Non-Operator, if requested by Operator) shall file of record as appropriate a release and termination of all security and other rights created under the Operating Agreement and this Memorandum. Upon the filing of such release and termination instrument, all benefits and obligations under this Memorandum shall terminate as to all parties who have executed or ratified this Memorandum.

9.0 It is understood and agreed by the parties hereto that if any part, term, or provision of this Memorandum is held by the courts to be illegal or in conflict with any law of the state where made, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Memorandum did not contain the particular part, term or provision held to be invalid. Furthermore, in lieu of such illegal, invalid or unenforceable part, term or provision, there shall be deemed added automatically, as a part of this Memorandum, a part, term or provision as similar in terms to such illegal, invalid or unenforceable part, term or provision as may be possible and be legal, valid and enforceable.

10.0 This Memorandum (and the lien granted herein) shall be binding upon and shall inure to the benefit of the parties hereto and to their respective legal representatives, successors and permitted assigns. The failure of one or more persons owning an interest in the Contract Area to execute this Memorandum shall not in any manner affect the validity of this Memorandum as to those persons who execute this Memorandum.


11.0 Any party acquiring an interest in the Contract Area and any replacement operator must ratify this Memorandum and the grant of liens and security interests by its predecessor by executing and delivering an instrument of ratification, adopting and entering into this Memorandum, and expressly assuming the mortgage lien and security interests previously granted by its predecessor in title or prior operator under the Operating Agreement and under this Memorandum, with such ratification and/or act of assumption to have the same effect as if the ratifying party had executed this Memorandum or a counterpart thereof. By execution or ratification and assumption of this Memorandum, such party hereby consents to its ratification and assumption by any party who acquires or may acquire any interest in the Contract Area or who may become a substitute operator, and authorizes the filing of a UCC-1 financing statement (or a UCC-3 statement of amendment to the financing statement naming its predecessor as a debtor, replacing as debtor thereunder such new party or operator in lieu of its predecessor) affecting its interests in the Operator Mortgaged Property or the Non-Operator Mortgaged Property, as the case may be.

12.0 In the event that the Contract Area is expanded to include any new acreage contributed by an oil, gas and mineral lease not currently described in Attachment " 1 " hereto, the Parties hereto owning interests in such additional oil and gas leases contributing to the Contract Area (or any new interest owner becoming a party to the Operating Agreement) shall execute, upon demand by any other Party, an addendum and supplement to the mortgages granted by the Operating Agreement and this Memorandum by which they encumber their present and future interests in any such new oil and gas leases insofar as they contribute lands to the Contract Area. In the event that the Contract Area is hereafter reduced to include acreage or depths less than described in Attachment " 1 " to this Memorandum, the Parties hereto agree, upon demand of any other Party, to execute an act of partial release of the mortgages granted by the Operating Agreement and this Memorandum as to any acreage or depths no longer covered by the Contract Area.

13.0 This Memorandum may be executed or ratified in one or more counterparts and all of the executed or ratified counterparts shall together constitute one instrument. For purposes of recording, in each of the records described in Paragraph 6.0 above, duplicate copies of this Memorandum with individual signature pages attached thereto are required to be filed of record, one copy of each to be indexed in the name of the Operator, as grantor, and one copy of each to be indexed in the name of each Non-Operator, as grantor, and duplicate copies of this Memorandum with individual signature pages attached thereto shall be filed in the appropriate Uniform Commercial Code records as attachments to Uniform Commercial Code financing statements, one filing naming the Operator as debtor and the Non-Operators as secured parties, and one additional filing naming the Non-Operators as debtors and the Operator as secured party. The respective addresses of the Operator, as both secured party and debtor, and each Non-Operator, as both debtor and secured party, at which information with respect to the liens and security interests created in the Operating Agreement or this Memorandum may be obtained, are set forth in Paragraph 1.0 of this Memorandum.

14.0 Whenever the context requires, reference herein made to the single number shall be understood to include the plural, and the plural shall likewise be understood to include the singular, and specific enumeration shall not exclude the general, but shall be construed as cumulative.


EXECUTED on the dates set forth below each signature but effective as of the 3rd day of May, 2018.

OPERATOR:

WITNESSES: i iNtsss tb :

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WITNE< ES:

WITNESSES:

Chevron U.S.A. Inc. 7

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Title: L&AA p g^C (j^ka'

Date

NON-OPERATORS:

Statoil Gulf of Mexico LLC

(SJUL On Title.- (K^fr v • A^A^ ev Date: ^ ' j ' T " - / ^

TOTAL E&P USA, INC.

Title: A-fa>rru x^-- \ A - ^ - c V -

Date: (flf^lff

Tahiti Prospect JOA Amendment Effective May 3,2018 Page 26 of 28

ATTACHMENT "1"

DESCRIPTION OF CONTRACT AREA:

Federal Lease No. OCS-G 16770, effective September 1, 1996, insofar as it covers the east half (E/2) of Block 641, Green Canyon, OCS Official Protraction Diagram, NG 15-03, containing approximately 2880.00 acres, all depths in NE/4 and depths below 22,500' sstvd in SE/4.

Federal Lease No. OCS-G 36047, effective August 1, 2017, covering all of Block 598, Green Canyon, OCS Official Protraction Diagram, NG 15-03, containing approximately 5760.00 acres.

Federal Lease No. OCS-G 36051, effective August 1, 2017, covering all of Block 642, Green Canyon, OCS Official Protraction Diagram, NG 15-03, containing approximately 5760.00 acres.

OPERATOR:

Chevron U.S.A. Inc.

I l l REPRESENTATIVES AND ADDRESSES:

Chevron U.S.A. Inc. • 100 Northpark Blvd. Covington, Louisiana 70433

Statoil Gulf of Mexico LLC 2107 CityWest Blvd. Suite 100 Houston, Texas 77042

TOTAL E&P USA, INC. 1201 Louisiana St, Suite 1800 Houston, Texas 77002

Carl R. Rewerts GOM Land Manager

Keith Howell Land Manager — DPNA GOM

Land Department

END OF ATTACHMENT "1"

END OF EXHIBIT "I"

Phone: (985) 773-6356 Cell: (985) 237-8086 Fax: (855) 417-0628

Phone: (713) 579-9988 Cell: (713) 459-3827 Fax: (713) 918-8290

Phone: (713) 647-5039 Fax: (713) 647-3086


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