EXCHANGE AGREEMENTExchange Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • 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.
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.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2017 by and between [New Sailfish], 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.”
VOTING AGREEMENTVoting 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.”
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 LLCTransaction 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 AGREEMENTVoting 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.”
STOCKHOLDERS’ AGREEMENT dated as of among [NEW SAILFISH], [APPLE GREEN ENERGY FEEDER LLC], [APPLE BONDHOLDER], [RIDE GREEN ENERGY FEEDER LLC] and [RIDE BONDHOLDER]Stockholders’ Agreement • February 9th, 2018 • SAILFISH ENERGY HOLDINGS Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into on [●], by and among [Apple Green Energy Feeder LLC], a Delaware limited liability company (“Apple Green Feeder”), [Apple Bondholder] (“Apple Bondholder” and, together with Apple Green Feeder and any other member of the Apple Group executing a joinder, the “Apple Parties”), [Ride Green Energy Feeder LLC] (“Ride Green Feeder”), [Ride Bondholder] (“Ride Bondholder” and, together with Ride Green Feeder and any other member of the Ride Group executing a joinder, the “Ride Parties”), on the one hand, and [New Sailfish], a Delaware corporation (the “Company”), on the other hand. The Apple Parties and the Ride Parties are sometimes referred to herein as the “Stockholders” and the Stockholders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
