Talos Energy Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 1st, 2023 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”), by and between Talos Energy Inc., a Delaware corporation (the “Company”), and John Spath (“Indemnitee”), executed as of December 1, 2023, will be effective as of the date of the Indemnitee’s appointment as Executive Vice President with the Company or any of its subsidiaries. This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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TALOS PRODUCTION INC. as Issuer and the Guarantors party hereto from time to time 9.000% Second-Priority Senior Secured Notes due 2029 INDENTURE Dated as of February 7, 2024 and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent
Indenture • February 7th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of February 7, 2024 among TALOS PRODUCTION INC., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Guarantors party hereto from time to time (as defined below) and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as collateral agent.

RIGHTS AGREEMENT TALOS ENERGY INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Dated as of October 1, 2024
Rights Agreement • October 1st, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

This Rights Agreement, dated as of October 1, 2024 (this “Agreement”), between Talos Energy Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2021 • Talos Energy Inc. • Crude petroleum & natural gas • New York

This REGISTRATION RIGHTS AGREEMENT dated January 14, 2021 (this “Agreement”) is entered into by and among Talos Production Inc., a Delaware corporation (the “Company”) and a wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (the “Parent Guarantor”), the guarantors listed in Schedule 1 hereto (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Initial Guarantors”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the several initial purchasers listed in Schedule 2 hereto (together with J.P. Morgan, the “Initial Purchasers”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 5th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of March 4, 2024 by and between Talos Energy Inc., a Delaware corporation (the “Company”), and Joseph A. Mills (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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 • July 18th, 2018 • Talos Energy Inc. • Crude petroleum & natural gas • New York

CREDIT AGREEMENT, dated as of May 10, 2018, among TALOS ENERGY, INC., a Delaware corporation (“Holdings”), TALOS PRODUCTION LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (the “Borrower”), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders and as the swing line lender, and NATIXIS, NEW YORK BRANCH and THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as issuers of Letters of Credit, and each other Issuing Bank from time to time party hereto.

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,

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Texas

This Employment Agreement (“Agreement”) is made and entered into as of August 30, 2013 (the “Effective Date”), by and between Talos Energy Operating Company LLC, a Delaware limited liability company (the “Company”), and William S. Moss III (hereafter “Executive”).

PURCHASE AND SALE AGREEMENT BY AND AMONG CASTEX ENERGY 2014, LLC, AND TALOS PRODUCTION INC., AND, SOLELY WITH RESPECT TO ITS OBLIGATIONS RELATED TO THE PURCHASER PARENT SHARES, TALOS ENERGY INC. DATED AS OF DECEMBER 10, 2019
Purchase and Sale Agreement • December 16th, 2019 • Talos Energy Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”), is dated as of December 10, 2019 (the “Execution Date”), by and among Castex Energy 2014, LLC, a Delaware limited liability company (“Seller”), Talos Production Inc., a Delaware corporation (“Purchaser”), and solely with respect to its obligations related to the Purchaser Parent Shares (as defined herein), Talos Energy Inc., a Delaware corporation (“Purchaser Parent”). Seller, Purchaser and Purchaser Parent are referred to collectively as the “Parties” and individually as a “Party.”

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 25th, 2020 • Talos Energy Inc. • Crude petroleum & natural gas • New York

This First Amendment to Purchase and Sale Agreement (this “Amendment”), is dated as of February 24, 2020, by and among ILX Holdings II, LLC, a Delaware limited liability company (“Seller”), Talos Production Inc., a Delaware corporation (“Purchaser”), and Talos Energy Inc., a Delaware corporation (“Purchaser Parent”). Seller, Purchaser and Purchaser Parent are referred to collectively as the “Parties” and individually as a “Party.”

6,000,000 Shares TALOS ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2021 • Talos Energy Inc. • Crude petroleum & natural gas • New York
AMENDMENT NO. 1 TO WARRANT AGREEMENT
Warrant 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”).

AGREEMENT AND PLAN OF MERGER dated as of January 13, 2024 among QUARTERNORTH ENERGY INC., TALOS ENERGY INC., COMPASS STAR MERGER SUB INC. and EQUITYHOLDERS’ REPRESENTATIVE
Merger Agreement • January 16th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 13, 2024 by and among QuarterNorth Energy Inc., a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”), Compass Star Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, each a “Parent Party” and collectively the “Parent Parties”), and Michael T. Dane and Thomas R. Lamme, in their collective capacity as the representatives of the Company Stockholders and Equity Award Holders as set forth herein (collectively, the “Equityholders’ Representative”).

EXCHANGE AGREEMENT
Exchange 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.

CONTRACT FOR THE EXPLORATION AND EXTRACTION OF HYDROCARBONS UNDER PRODUCTION SHARING MODALITY ENTERED INTO BY THE NATIONAL HYDROCARBONS COMMISSION AND SIERRA O&G EXPLORACIÓN Y PRODUCCIÓN, S. DE R.L. DE C.V., TALOS ENERGY OFFSHORE MÉXICO 7, S. DE R.L....
Contract for the Exploration and Extraction of Hydrocarbons • April 4th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas

This Contract for the Exploration and Extraction of Hydrocarbons under Production Sharing Modality (the “Contract”) is entered into on September 4, 2015, between, on the one hand, the UNITED MEXICAN STATES (“Mexico”, the “State” or the “Nation”), through the NATIONAL HYDROCARBONS COMMISSION (“CNH”), represented by C. Juan Carlos Zepeda Molina, in his capacity as Chairperson, Carla Gabriela González Rodríguez, Executive Secretary; Felipe Ortuño Arzate General Director of Petroleum Potential Assessment, and Gaspar Franco Hernández, General Director of Extraction Reports, and on the other hand, Sierra O&G Exploración y Producción, S. de R.L. de C.V., a commercial company incorporated under the laws of Mexico (hereinafter “Sierra O&G Exploración y Producción”) represented by Iván Rafael Sandrea Silva and Read Bryan Taylor, in their capacity as legal representatives; Talos Energy Offshore Mexico 7, S. de R.L. de C.V., a commercial company incorporated under the laws of the United Mexican St

SUPPORT AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, APOLLO MANAGEMENT VII, L.P., APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I and RIVERSTONE ENERGY PARTNERS V, L.P.
Support Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Delaware

This SUPPORT AGREEMENT (this “Agreement”), dated as of November 21, 2017, is entered into by and among Stone Energy Corporation, a Delaware corporation (“Sailfish”), Sailfish Energy Holdings Corporation, a Delaware corporation and a wholly owned direct subsidiary of Sailfish (“New Sailfish”), Apollo Management VII, L.P., a Delaware limited partnership (“Apple VII”), Apollo Commodities Management, L.P., with respect to Series I, a Delaware limited partnership (“Apple ANRP”, and together with Apple VII, “Apple”), and Riverstone Energy Partners V, L.P., a Delaware limited partnership (“Ride,” and together with Apple, the “Parent Entities”). Sailfish, New Sailfish, Apple VII, Apple ANRP and Ride are referred to individually as a “Party” and collectively as “Parties.”

FORM OF COMPANY SUPPORT AGREEMENT
Support Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of September [•], 2022, is entered into by and among EnVen Energy Corporation, a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”) and [•] (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

REGISTRATION RIGHTS AGREEMENT
Registration 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.”

Re: Participation Agreement – Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan
Participation Agreement • October 26th, 2020 • Talos Energy Inc. • Crude petroleum & natural gas • Texas

We are pleased to inform you that you have been designated as eligible to participate in the Talos Energy Operating Company LLC Amended and Restated Executive Severance Plan (as it may be amended from time to time, the “Plan”), as a Tier [1][2] Executive. Your participation in the Plan is subject to the terms and conditions of the Plan and your execution and delivery of this agreement, which constitutes a Participation Agreement (as defined in the Plan). A copy of the Plan is attached hereto as Annex A and is incorporated herein and deemed to be part of this Participation Agreement for all purposes.

FORM OF PARENT SUPPORT AGREEMENT
Parent Support Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas

THIS SUPPORT AGREEMENT (this “Agreement”), dated as of September [•], 2022, is entered into by and among EnVen Energy Corporation, a Delaware corporation (the “Company”), Talos Energy Inc., a Delaware corporation (“Parent”) and each stockholder of Parent set forth on Schedule 1 attached hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

VOTING AGREEMENT
Voting Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and MacKay Shields LLC (the “Investment Manager”), in its capacity as investment manager on behalf of the Company Stockholders (as defined herein) and (to the extent expressly set forth herein) in its individual capacity, and Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 22nd, 2022 • Talos Energy Inc. • Crude petroleum & natural gas • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 21, 2022, but to be effective only as of the Closing (as defined below), by and among Talos Energy Inc., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule A attached hereto, together with any of such Persons’ Permitted Transferees (as defined below), each of which is referred to in this Agreement as a “Holder” (and further defined below).

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SENIOR SECURED SECOND LIEN NOTES INDENTURE Dated as of April 15, 2021 Among ENERGY VENTURES GoM LLC, ENVEN FINANCE CORPORATION, THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral...
Senior Secured Second Lien Notes Indenture • February 14th, 2023 • Talos Energy Inc. • Crude petroleum & natural gas • New York

INDENTURE, dated as of April 15, 2021, among Energy Ventures GoM LLC, a Delaware limited liability company (the “Issuer”), EnVen Finance Corporation, a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), EnVen Energy Corporation, a Delaware Corporation (the “Company”) and the other Guarantors listed on the signature pages hereto and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee”) and Collateral Agent (in such capacity, the “Collateral Agent”).

TALOS PRODUCTION INC. FORM OF SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • October 28th, 2022 • Talos Energy Inc. • Crude petroleum & natural gas • New York

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 27, 2022, among TALOS PRODUCTION INC., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

WARRANT AGREEMENT dated as of February 28, 2017 among STONE ENERGY CORPORATION (AS REORGANIZED), COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent
Warrant 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”).

TRANSACTION AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, SAILFISH MERGER SUB CORPORATION, TALOS ENERGY LLC and TALOS PRODUCTION LLC
Transaction Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Delaware

This TRANSACTION AGREEMENT (this “Agreement”), dated as of November 21, 2017, is entered into by and among Stone Energy Corporation, a Delaware corporation (“Sailfish”), Sailfish Energy Holdings Corporation, a Delaware corporation and a wholly owned direct subsidiary of Sailfish (“New Sailfish”), Sailfish Merger Sub Corporation, a Delaware corporation and a direct wholly owned subsidiary of New Sailfish (“Merger Sub”), Talos Energy LLC, a Delaware limited liability company (“Green Energy”) and Talos Production LLC, a Delaware limited liability company (“Green Production” and, together with Green Energy, the “Green Signing Parties”). Sailfish, New Sailfish, Merger Sub, Green Energy and Green Production are referred to individually as a “Party” and collectively as “Parties”.

VOTING AGREEMENT
Voting Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and the undersigned signatories set forth on the signature pages hereto under the heading “Company Stockholders” (collectively, the “Company Stockholders”). Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 5th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 4, 2024, among Talos Production Inc., a Delaware corporation (the “Issuer”), QuarterNorth Energy Inc., a Delaware corporation, QNE Finco LLC, a Delaware limited liability company, QuarterNorth Energy Holding Inc., a Delaware corporation, QuarterNorth Energy LLC, a Delaware limited liability company, and Mako Buyer 2 LLC, a Delaware limited liability company (collectively, the “New Subsidiary Guarantors,” and each individually, a “New Subsidiary Guarantor”), each a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) under the indenture referred to below.

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2023 • Talos Energy Inc. • Crude petroleum & natural gas • New York

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of February 13, 2023, among Talos Production Inc., a Delaware corporation (the “Issuer”), Energy Ventures GOM LLC, a Delaware limited liability company, EnVen Finance Corporation, a Delaware corporation, EnVen Energy Ventures, LLC, a Louisiana limited liability company, EnVen Energy Ventures Holding, LLC, a Delaware limited liability company, and EnVen Energy Corporation Sub, LLC, a Delaware limited liability company (collectively, the “New Subsidiary Guarantors”), each a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”) under the indenture referred to below.

THIRD AMENDMENT TO CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION AGREEMENT
Credit Agreement • June 25th, 2020 • Talos Energy Inc. • Crude petroleum & natural gas • New York

THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION AGREEMENT (this “Agreement”), dated as of June 18, 2020 (the “Effective Date”) is among TALOS ENERGY INC., a Delaware corporation (“Holdings”), TALOS PRODUCTION INC., a Delaware corporation (as successor-by-conversion to Talos Production LLC, a Delaware limited liability company) and a direct or indirect Subsidiary of Holdings (the “Borrower”), each other Credit Party, JPMORGAN CHASE BANK, N.A., as the Administrative Agent (the “Administrative Agent”), the Swingline Lender, and the Lenders that are party hereto.

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 4th, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • Texas

This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and between Talos Energy Operating Company LLC, a Delaware limited liability company (the “Company”), and Timothy S. Duncan (“Employee”). Talos Energy Inc., a Delaware corporation and parent of the Company (the “Parent”), enters into this Agreement for the limited purpose of acknowledging and agreeing to the provisions set forth in Section 3(a)(iv), Section 3(a)(v), and Section 3(a)(vi). The Company, Employee and, when applicable, the Parent, are each referred to herein individually as a “Party” and collectively as the “Parties.”

30,000,000 Shares TALOS ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 22nd, 2024 • Talos Energy Inc. • Crude petroleum & natural gas • New York
PURCHASE AGREEMENT Talos Production Inc. 12.000% Second-Priority Senior Secured Notes due 2026 Purchase Agreement
Purchase Agreement • December 23rd, 2020 • Talos Energy Inc. • Crude petroleum & natural gas • New York

Talos Production Inc., a Delaware corporation (the “Company”), and a wholly owned subsidiary of Talos Energy Inc., a Delaware corporation (the “Parent”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of the Company’s 12.000% Second-Priority Senior Secured Notes due 2026 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of January 4, 2021 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”), and will be guaranteed on a senior unsecured basis by Parent and on a second-priority senior secured basis by each of the Guarantors other than Parent (the “Subsidiary Guarantors”) (the “Guarantees,” and together with the Notes, the “Securiti

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • January 14th, 2021 • Talos Energy Inc. • Crude petroleum & natural gas • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 14, 2021, among TALOS PRODUCTION INC., a Delaware corporation (together with its successors and assigns, the “Issuer”), the Guarantors and WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”).

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