Case Document 2699 Filed in TXSB on 10/16/13 Page 1 of 2

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1 Case Document 2699 Filed in TXSB on 10/16/13 Page 1 of 2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION IN RE: CASE NO H1-11 ATP OIL & GAS CORPORATION, (CHAPTER 11) DEBTOR. BENNU OIL AND GAS, LLC'S NOTICE OF FILING EXHIBIT 9 FOR OCTOBER 17, 2013 HEARING [This instrument relates to Docket Nos. 2611, 2634, and 2688] PLEASE TAKE NOTICE THAT, in compliance with the Court's Order for Cooperative Discovery dated September 28, 2013 (Docket No. 2611), Bennu Oil and Gas, LLC ("Bennu") has filed Exhibit 9 of Bennu's Exhibits related to the October 17, 2013 hearing, as set forth in Bennu's Amended Witness and Exhibit list filed at Docket No Bennu's Exhibit 9 is attached hereto as Exhibit A. DATED: October 16, 2013 Respectfully submitted, WINSTEAD PC By: /s/ Phillip L. Lamberson R. Michael Farquhar SBT No (admitted pro hac vice) Phillip L. Lamberson SBT No Sean B. Davis 1 SBT No S.D. Tex. No Winstead Building 2728 N. Harwood Street Dallas, Texas Telephone: (214) Facsimile: (214) AND- 1 Resident in Winstead's Houston office. BENNU'S NOTICE OF FILING EXHIBIT 9 PAGE 1 OF 2

2 Case Document 2699 Filed in TXSB on 10/16/13 Page 2 of 2 BINGHAM MCCUTCHEN LLP Ronald J. Silverman (admitted pro hac vice) Scott K. Seamon (admitted pro hac vice) 399 Park Avenue New York, New York Telephone: (212) Facsimile: (212) and Amy L. Kyle (admitted pro hac vice) Andrew J. Gallo (admitted pro hac vice) One Federal Street Boston, Massachusetts Telephone: (617) Facsimile: (617) ATTORNEYS FOR BENNU OIL AND GAS, LLC Certificate of Service I hereby certify that on October 16, 2013 notice of this document will be electronically mailed to the parties registered or otherwise entitled to receive electronic notices in these cases pursuant to the Electronic Filing Procedures in this District. /s/ Sean B. Davis One of Counsel BENNU'S NOTICE OF FILING EXHIBIT 9 PAGE 2 OF 2 HOUSTON_1/ v /16/2013

3 Case Document Filed in TXSB on 10/16/13 Page 1 of 82 EXHIBIT 9

4 Case Document Filed in TXSB on 10/16/13 Page 2 of 82 Execution Version U.S. DEPARTMENT OF THE INTERIOR SETTLEMENT AGREEMENT AS TO RESIDUAL DECOMMISSIONING TRUST AGREEMENT This Settlement Agreement (this Agreement ) is made by and between Bennu Oil & Gas, LLC ( Buyer ) and the U.S. Department of the Interior ( Interior ), through the Bureau of Ocean Energy Management ( BOEM ) and the Bureau of Safety and Environmental Enforcement ( BSEE ). BOEM and BSEE are herein sometimes called the Agencies. Interior and Buyer are collectively referred to herein as the Parties and individually as a Party. A. Buyer has entered into an Asset Purchase Agreement ( Purchase Agreement ) with ATP Oil & Gas Corporation ( ATP ) a debtor and debtor in possession under Case No ( Bankruptcy Case ) in the United States Bankruptcy Court for the Southern District of Texas ( Court ), pursuant to which Buyer intends to purchase from ATP and/or accede to certain of ATP s assets and rights (the Sale ), including without limitation, certain oil and natural gas properties (including oil and gas leases ( OGLs ), rights-of-use and easement ( RUEs ) and pipeline rights-of-way ( ROWs ) on the Outer Continental Shelf ( OCS ) in the Gulf of Mexico as more specifically described on Exhibit A hereto) (the Purchased Properties ) and certain interests in respect of the Existing Trust Agreements (as defined below), under Section 363 of the Bankruptcy Code. B. The Court has entered that certain Interim Order Approving the Sale of Certain of the Debtor s Assets Free and Clear of Claims and Liens and Approving the Assumption and Assignment of Contracts and Leases, entered on the docket on July 9, 2013 (the Interim Order ) (attached hereto as Exhibit B) approving on an interim basis the Sale and in connection therewith has approved the form of final order (the Form of Final Order ) (which is annexed to the Interim Order) to be entered in connection with final approval of the Sale. C. Interior has agreed to withdraw its objection to the Sale in accordance with the agreements set forth in the Form of Final Order and herein, subject to the Buyer meeting operational and financial assurance requirements with respect to the Purchased Properties as set forth herein. In addition, Interior has requested the Buyer to provide financial assurance for decommissioning obligations with respect to certain of ATP s OGLs, RUEs and ROWs that do not comprise Purchased Properties, which OGLs, RUEs and ROWs are more specifically identified on Exhibit C hereto ( Remaining Properties ), and for the avoidance of doubt, exclude the Innovator facility, located on Mississippi Canyon Block 711. Subject to the terms and conditions set forth in the Form of Final Sale Order and herein, as material consideration for this Agreement, Buyer has agreed to provide such financial assurance for the Remaining Properties by causing funds to be provided into a new Settlement Decommissioning Trust (as defined below) for the Remaining Properties. D. ATP has previously entered into several Decommissioning Trust Agreements with Interior pursuant to a Settlement Agreement approved by the Bankruptcy Court on November 29, 2012, and amended with approval of the Bankruptcy Court on March 28, 2013 (the Existing Trust Agreements ), including a Decommissioning Trust Agreement dated as of A/

5 Case Document Filed in TXSB on 10/16/13 Page 3 of 82 November 15, 2012 covering OCS-G27532 (High Island 589), OCS-G24130 (Mississippi Canyon 942), OCS-G26078 (Ship Shoal 351), OCS-G19822 (Ship Shoal 358), OCS-G14518 South Timbalier 48) and OCS-G24786 (West Cameron 663, later transferred to Trust Agreement F) ( Trust Agreement A ), a Decommissioning Trust Agreement dated as of November 15, 2012, covering OCS-G13198 (Atwater Valley 63) ( Trust Agreement B ), a Decommissioning Trust Agreement dated as of November 15, 2012, covering OCS-G25864 (West Cameron 432) ( Trust Agreement C ), a Decommissioning Trust Agreement dated as of November 15, 2012, covering OCS-G30221 (Garden Banks 142) ( Trust Agreement D ), a Decommissioning Trust Agreement dated as of November 15, 2012, covering OCS-G23617 (Ship Shoal 322) ( Trust Agreement E ) and a Decommissioning Trust Agreement dated as of February 1, 2013, covering OCS-G24786 (West Cameron 663), replacing Trust Agreement A with respect to such lease ( Trust Agreement F ). E. Buyer and Interior wish to modify certain of the Existing Trust Agreements, and to provide for liquidation and transfer of certain funds in such trusts to Buyer, solely with respect to those OGLs, RUEs and ROWs included in the Purchased Properties. A/ AGREEMENT NOW, THEREFORE, for and in consideration of the premises set forth above and below, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereby agree as follows: 1. Effective Date. Unless otherwise noted, this Agreement shall be effective as of the date hereof subject to the closing of the acquisition of the Purchased Properties contemplated by the Purchase Agreement (the Closing Date ) and the Interior s grant of the interim approval and authorization (the Interim Approval and Authorization ) for (i) the transfer of the Purchased Properties to Buyer and (ii) Buyer s ability to operate its business in the Gulf of Mexico (excluding Final Approval (as defined below)). The Interim Approval and Authorization does not constitute approval of the transfer of the Purchased Properties in Interior s records. The time period, if any, after (i) the Closing Date and (ii) Interim Approval and Authorization, and before Interior s Final Approval shall be known as the Interim Period. 2. Form of Final Sale Order. The agreements of the Parties set forth in the Form of Final Sale Order are incorporated as if set forth fully herein, except to the extent (if any) that such agreements are expressly modified herein. 3. Support for Sale; Transfer Process. The Parties understand that Interior s withdrawal of its general objection to the Sale and entry as an order of the Court of the Form of Final Sale Order does not constitute Interior s approval of the transfer of the Purchased Properties to Buyer without compliance by Buyer with all applicable non-bankruptcy regulatory transfer requirements for the Purchased Properties, including without limitation operational and 2

6 Case Document Filed in TXSB on 10/16/13 Page 4 of 82 financial assurance requirements. Pursuant to the execution of this agreement, Interior will make a statement to the Court at the final sale hearing that it supports the Sale, subject to the terms of this agreement, based on the Buyer s financial information, including without limitation, the filings made by Buyer to the Court in connection with the Sale, and any additional information provided to Interior. A/ Approval Process. Prior to and/or in conjunction with the closing of the Sale, or shortly thereafter to accommodate logistics, Buyer must submit, or cause to be submitted, to Interior documentation demonstrating that it qualifies to hold the Purchased Properties under 30 C.F.R (b), assignments of interest in the OGLs, and assignments of interest in the ROWs, and unaudited financial statements. The Buyer must also apply to Interior for RUEs to replace those held by ATP. Buyer must pay and bear all service fees associated with these actions. If Interior determines that Buyer has complied with all applicable non-bankruptcy transfer requirements (subject to Final Approval (as defined below)) and that Interim Approval and Authorization is appropriate, it will use all reasonable efforts to facilitate, through permissible means under applicable regulations, prompt regulatory approval of Buyer s operations with respect to the Purchased Properties pursuant to Sale. Upon the occurrence of the Closing Date, provided that the documentation provided by Buyer complies with applicable transfer requirements and regulations other than submission of audited financial information, Interior will grant Interim Approval and Authorization, subject however, to final determination of Buyer s qualification for an exemption from supplemental bonding or in the alternative, acceptable financial assurance ( Final Approval ). During the Interim Period, the Buyer must submit, or cause to be submitted, designation of operator or designation of agent forms to Interior, permitting Buyer to be the designated operator or agent of ATP as to the Purchased Properties. Buyer will have until sixty (60) days after the Closing Date (the Submission Deadline ), which deadline Interior may extend in its discretion not to be unreasonably withheld (and for the avoidance of doubt, will be extended for up to sixty (60) additional days provided that Buyer demonstrates diligent progress), audited financial information relevant to determination of Final Approval. If Buyer fails to meet the Submission Deadline (as may be extended), Interior may exercise any and all remedies, including but not limited to shut-in of the OGLs. If (i) the audited financial information submitted by Buyer is substantially consistent with the unaudited financial information submitted to Interior prior to Interim Approval and Authorization and (ii) no substantial changes occur with respect to the estimated decommissioning liabilities associated with the Purchased Properties, Interior will grant the Buyer an exemption from supplemental bonding. In the event that Interior determines the Buyer fails to qualify for such an exemption, Interior and Buyer shall negotiate in good faith with respect to acceptable financial assurance. Interior hereby acknowledges that there are no presently known reasons why any decommissioning assessment would change prior to Final Approval. 3

7 Case Document Filed in TXSB on 10/16/13 Page 5 of 82 If not already on file, upon Final Approval, the Buyer must submit, or cause to be submitted, designations of operator to designate the Buyer as to the Purchased Properties. For the avoidance of doubt, Interior will not determine Final Approval in advance of the submission of audited financial information from Buyer. Upon Final Approval, the transfer of the Purchased Properties will be reflected in Interior s records. 5. Interim Period Operations. During the Interim Period and pending Final Approval, Buyer is authorized as the interim operator with respect to the Purchased Properties. The Buyer shall maintain and conduct operations on the Purchased Properties in compliance with the Outer Continental Shelf Lands Act (OCSLA), 43 U.S.C et seq., and all applicable regulations under OCSLA, as if it was the holder of such OGLs, ROWs, and RUEs. The Buyer s conduct of operations shall include addressing any decommissioning liabilities associated with the Purchased Properties, including upon appropriate request by Interior. However, the Buyer is not required to meet financial assurance requirements for the Purchased Properties during the Interim Period except that the Buyer shall by no later than the closing of the Sale establish a $3 million general area-wide bond pursuant to 30 C.F.R and a $300,000 area-wide bond for ROW s pursuant to 30 C.F.R Financial Assurance for Remaining Properties to be Provided by Buyer. Promptly upon the occurrence of the Closing Date and Interim Approval and Authorization, Buyer shall cause funds to be provided into a new settlement decommissioning trust ( Settlement Decommissioning Trust or Trust ). The aggregate amount of such funding will be in the amount of $44,255,000 (the Aggregate Amount ), to be funded as set forth herein. The Settlement Decommissioning Trust is for the benefit of, and to provide financial assurance to, Interior to address decommissioning liabilities associated with the Remaining Properties in accordance with the trust agreement attached hereto as Exhibit D (the Settlement Decommissioning Trust Agreement ). Such funding will be made within five (5) business days of Interim Approval and Authorization by way of (i) the transfer of funds contained in Trust Agreement A (excluding $200,000 allocable to South Timbalier 48 contained therein) and Trust Agreement B as more particularly set forth in Section 7 hereof and (ii) $4,100,000, to be paid into the Settlement Decommissioning Trust. The funding of the balance of the Aggregate Amount shall be paid into the Settlement Decommissioning Trust within 30 days (or the next business day thereafter) after Interior s determination of Final Approval. Interior will be entitled to approve utilization of the funds in such Trust, pursuant to its full discretion, to address decommissioning liabilities with respect to any of the Remaining Properties (but for the avoidance of doubt, not in respect of the Innovator facility). Notwithstanding anything to the contrary herein, it is understood and agreed that in all events, Buyer s obligations with respect to decommissioning liabilities or otherwise in connection with any properties other than the Purchased Properties shall be solely to cause to be deposited the funds specified in this section into the Settlement Decommissioning Trust in accordance with this Agreement, and Buyer shall have no obligation or liability otherwise, including without limitation, no responsibility for any work to be done in connection with such decommissioning liabilities and/or the payment for liabilities associated therewith. 4 A/

8 Case Document Filed in TXSB on 10/16/13 Page 6 of 82 If the Buyer fails to fund the Trust in accordance with the foregoing, Interior shall be entitled to withdraw and/or withhold Interim Approval and Authorization and/or Final Approval, and take any appropriate remedy in connection therewith. 7. Transfer/Amendments of ATP Trust Agreements. Upon the occurrence of the Closing Date and the Interim Approval and Authorization, Buyer will assign its rights in respect of the funds in Trust Agreement A and Trust Agreement B, such that the funds on deposit in such Trust Agreements (excluding $200,000 allocable to South Timbalier 48 contained therein) shall be transferred to the Settlement Decommissioning Trust and available to address decommissioning obligations relating to the Remaining Properties. 8. Authority. Each Party warrants and represents that the person(s) executing this Agreement on its behalf has the authority to sign this Agreement. Such representation and warranty shall survive any performance, termination, and expiration of this Agreement. 9. Entire Agreement and Modification. This Agreement and its Exhibits constitute the entire agreement between the Parties with respect to the settlement of those specific matters addressed herein. This Agreement may be amended or modified only by written agreement that expressly amends or modifies this Agreement and that is executed by an authorized representative of each Party. 10. Forum Selection. Each Party to this Agreement hereby irrevocably and unconditionally agrees that any action, suit or proceeding, at law or equity, arising out of or relating to this Agreement or any agreements or transactions contemplated hereby shall only be brought in any federal court of the Southern District of Texas, Houston Division. Each Party hereby irrevocably and unconditionally consents to the service of process of the aforementioned courts and agrees that this Agreement may be enforced against it in such courts. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by law, or commence legal proceedings or otherwise proceed, against any other Party in any other jurisdiction to enforce judgments obtained in any action, suit or proceeding brought pursuant to this section. 11. Choice of Law. This Agreement shall be construed in accordance with, and governed in all respects by, federal law, provided however, that to the extent that application of state law is required, the laws of the State of New York (without regard to the laws of such jurisdiction that would require the substantive laws of another jurisdiction to apply) will apply. 12. Headings. Headings of the sections and subsections of this Agreement are inserted for convenience only and shall not control or affect the meaning, construction or effect of this Agreement or any of the provisions hereof. 13. Waiver of Trial by Jury. The Parties each waive any right to trial by jury with respect to any matter arising under this Agreement. This waiver covers each instance and each issue as to which the right to a jury trial would otherwise accrue. A/ Interpretation. Through counsel, each Party has participated in the preparation 5

9 Case Document Filed in TXSB on 10/16/13 Page 7 of 82 of this Agreement and, therefore, waives the benefit of any rule of interpretation by reason of one Party s preparation of the Agreement. 15. Severability. Wherever possible, each clause or provision of this Agreement shall be interpreted as valid under applicable law. If any clause or provision in this Agreement or in any instrument or document delivered pursuant to this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remainder of this Agreement shall not be affected or impaired. 16. Counterparts. This Agreement may be executed and delivered by the Parties by electronic means, including facsimile or electronic mail, and in multiple counterparts, all of which will be deemed an original and all of which shall constitute one and the same instrument. 17. No Third-Party Beneficiaries. No person or entity who is not a Party to this Agreement shall have or enjoy any rights hereunder. 18. Acknowledgement of Sufficiency of Consideration. The Parties acknowledge the promises and covenants herein constitute a full and reasonable compromise and settlement, and represents good and valuable consideration. 19. Force Majeure. Solely to the extent and for so long as the lapse in appropriations for the United States government causes the United States to be unable to meet any of its obligations under this Agreement, the Agreement may not be enforced against the United States with respect to those obligations. [SIGNATURE PAGES FOLLOW] A/

10 Case Document Filed in TXSB on 10/16/13 Page 8 of 82 IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto as of the dates indicated under the signatures below. Bennu Oil & Gas, LLC By: Name: J.P. Hanson Title: Authorized Signatory Date: U. S. DEPARTMENT OF THE INTERIOR BUREAU OF SAFETY AND ENVIRONMENTAL ENFORCEMENT By: Date: LARS HERBST Regional Director BSEE Gulf of Mexico Region 1201 Elmwood Park Blvd. New Orleans, LA A/

11 Case Document Filed in TXSB on 10/16/13 Page 9 of 82 BUREAU OF OCEAN ENERGY MANAGEMENT By: Date: JOHN RODI Regional Director BOEM Gulf of Mexico Region 1201 Elmwood Park Blvd. New Orleans, LA A/

12 Case Document Filed in TXSB on 10/16/13 Page 10 of 82 Exhibit A Purchased Properties [see attached] IDLE IRON SETTLEMENT AGREEMENT - Page 9 A/

13 Case Document Filed in TXSB on 10/16/13 Page 11 of 82 EXHIBIT A PURCHASED PROPERTIES OIL & GAS LEASES AREA/BLOCK OCS-G AT AT AT DC EB EI GB GB GC GC HI A MC MC MC MC MC MP SS SS SS SS ST VK WD

14 Case Document Filed in TXSB on 10/16/13 Page 12 of 82 EXHIBIT A PURCHASED PROPERTIES RIGHTS OF USE AND EASEMENT AREA/BLOCK OCS-G MC GC

15 Case Document Filed in TXSB on 10/16/13 Page 13 of 82 EXHIBIT A PURCHASED PROPERTIES RIGHTS OF WAY OCS-G Segment

16 Case Document Filed in TXSB on 10/16/13 Page 14 of 82 Exhibit B Interim Sale Order and Form of Final Sale Order [see attached] A/

17 Case Document Filed in TXSB on 07/09/13 10/16/13 Page 115 of of 5182 ENTERED 07/09/2013

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68 Case Document Filed in TXSB on 10/16/13 Page 66 of 82 Exhibit C ATP OGLs, RUEs and ROWs not Purchased [see attached] A/

69 Case Document Filed in TXSB on 10/16/13 Page 67 of 82 EXHIBIT C REMAINING PROPERTIES OIL & GAS LEASES AREA/BLOCK OCS-G BA DC EC EI EI GB GB HI MC MC MC MC MC SMI SS ST ST ST VR WC WC WC WC WC WC WC WC

70 Case Document Filed in TXSB on 10/16/13 Page 68 of 82 EXHIBIT C REMAINING PROPERTIES RIGHTS-OF-USE & EASEMENT AREA/BLOCK OCS-G SS WC WC

71 Case Document Filed in TXSB on 10/16/13 Page 69 of 82 EXHIBIT C REMAINING PROPERTIES RIGHTS OF WAY Segment Number OCS-G Originating Area/Block Destination Area/Block ST77 ST EI30 EI BA544 BA WC432 WC G22429 MC348 MP G22430 MC348 MP G22431 MP261 MC G22431 MP261 MC G22432 MC348 MC G22433 MC348 MC G22433 MC348 MC G22434 MC348 MC G22435 MC173 MC G22435 DC177 MC G22436 MC217 MC G22436 DC177 MC G22437 DC133 DC G22437 DC177 DC G22438 DC177 DC G22439 DC177 DC G22440 DC177 DC EI71 EI GB142 GB WC663 GB VR260 VR VR261 VR SM190 SM SM192 SM SM192 SM190

72 Case Document Filed in TXSB on 10/16/13 Page 70 of 82 Exhibit D Settlement Decommissioning Trust Agreement A/

73 Case Document Filed in TXSB on 10/16/13 Page 71 of 82 EXECUTION VERSION SETTLEMENT DECOMMISSIONING TRUST AGREEMENT This Settlement Decommissioning Trust Agreement (the Agreement ) as amended, supplemented, or restated, from time to time, is dated effective as of Month Day, Year and is entered into by and among the following parties: [Financial Institution], a national banking association (together with its successors and substitutes in trust, pursuant to the terms hereof, the Trustee ), Cash Equivalents shall mean (a) demand deposits held by the Trustee; (b) certificates of deposit with maturities of no more than one year from the date of acquisition, issued by the Trustee; (c) money-market funds offered through the Trustee, secured by debt 1 A/ [ ], a Delaware company (the Settlor ); and The United States of America, acting by and through the Bureau of Ocean Energy Management of the United States Department of the Interior (the Beneficiary ). WHEREAS, as material consideration associated with the Settlement Agreement (defined below), the Settlor and the Beneficiary have entered into this Agreement for the purpose of providing financial assurance to Beneficiary to address decommissioning liabilities associated with the Remaining Properties, as that term is defined in the Settlement Agreement As To Residual Decommissioning Trust Agreement ( Settlement Agreement, a copy of which is attached hereto as Exhibit 1); and WHEREAS, the Settlor has established account number, maintained with the Trustee (the Trust Account ) to secure decommissioning obligations associated with the Remaining Properties (as defined in the Settlement Agreement); and WHEREAS, the Trustee is willing to serve as trustee of the Trust Account, pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINED TERMS 1.1 Terms Defined Above. As used in this Agreement, the terms Beneficiary, Remaining Properties, Settlement Agreement, Settlor, Trust Account, and Trustee are defined above. 1.2 Defined Terms. As used in this Agreement, the following terms, unless the context otherwise requires, shall have the following meanings

74 Case Document Filed in TXSB on 10/16/13 Page 72 of 82 securities issued, directly and fully guaranteed, or insured by, the United States Government or any agency or instrumentality thereof; or (d) commercial paper of a domestic issuer, rated, at the date of acquisition, at least P-2 by Moody s Investor Service, Inc. or A-2 by Standard & Poor s Corporation. Trust Funds shall mean all funds deposited into the Trust Account by the Settlor; interest earned on such funds, and other property deposited in the Trust Account; and all certificates, instruments, and documents representing, evidencing, or issued in connection therewith, and all proceeds thereof. Responsible Entities shall mean any entity potentially liable for decommissioning pursuant to applicable statutes and regulations, including without limitation the Outer Continental Shelf Lands Act, 43 U.S.C , and the decommissioning regulations, 30 C.F.R Responsible Entities specifically include predecessors-in-interest with potential liability under 30 C.F.R Responsible Entities does not include the Settlor or any affiliate thereof. 1.3 Other Definitional Provisions. (a) The words hereby, herein, hereinafter, hereinabove, hereinbelow, hereof, hereto and hereunder, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular article, section, or provision of this Agreement. (b) Reference to any article, section, exhibit, or schedule refers to this Agreement, unless otherwise specified. ARTICLE II DECLARATION OF TRUST 2.1 Appointment of Trustee. The Settlor and the Beneficiary hereby appoint the Trustee as the Trustee under this Agreement and the Trustee hereby accepts such appointment. 2.2 Transfer of Funds. Pursuant to the requirements stated in Schedule A, the Settlor shall, from time to time, deposit money into the Trust Account. Any and all funds so transferred into the Trust Account are deemed subject to this Agreement and shall be held by the Trustee pursuant to the terms of this Agreement. 2.3 Declaration of Trust. The Trustee declares that it will hold all Trust Funds (a) to satisfy any and all decommissioning obligations relating to the Remaining Properties and (b) for the use and benefit of the Beneficiary, in connection with the foregoing, pursuant to the terms of this Agreement. A/ Control and Administration of Trust Funds. (a) The Trustee shall not permit the Beneficiary to withdraw or transfer from the Trust Account any of the Trust Funds, other than as provided for herein. The Beneficiary has sole discretion to withdraw, transfer, or disburse remaining funds to any party or parties chosen by the Beneficiary in accordance with this Agreement, in an amount and at a time chosen by the Beneficiary for decommissioning of the Remaining Properties. 2

75 Case Document Filed in TXSB on 10/16/13 Page 73 of 82 (b) The Settlor and the Beneficiary direct the Trustee to invest all Trust Funds in interest bearing Cash Equivalents. 2.5 Periodic Account Statements; Further Information. The Trustee shall provide to the Settlor and the Beneficiary monthly statements detailing all transactions affecting the Trust Funds and, promptly following the written request of the Settlor or the Beneficiary, any information regarding the Trust Funds that the Settlor or the Beneficiary may reasonably request. 2.6 Representations and Warranties. (a) The Trustee represents and warrants to the Settlor and the Beneficiary that (i) the Trust Funds do not and shall not secure or serve as collateral for any obligation or indebtedness of the Settlor, or any other person or entity, to the Trustee and (ii) the Trustee has not received any prior notice of any other assignment of, grant of security interest in, pledge of, or claim against any of the Trust Funds and (b) The Settlor represents and warrants to the Trustee and the Beneficiary that the Settlor has not received any prior notice of any other assignment, grant of security interest in, pledge of, or claim against any of the Trust Funds, other than as may have been asserted in the Bankruptcy Case (as defined in the Settlement Agreement). 2.7 Waiver of Right to Set-Off. The Trustee hereby waives all claims and rights of set-off and banker s and other possessory liens against the Trust Funds. The Trustee agrees not to set-off or reduce the amounts to be paid on the Trust Funds by reason of any liability or obligation that the Settlor or any other person or entity may have to the Trustee. The Trustee acknowledges and agrees that its obligation to transfer all amounts owing, with respect to the Trust Funds, in accordance with the instructions of the Beneficiary, not in conflict with the terms hereof, is absolute and unconditional. 2.8 Fees of Trustee. The Trustee shall receive its usual and customary fees, expenses, and other charges ( Trustee Fees ) as set forth on Schedule B, attached hereto. The Trustee Fees shall not exceed the amount of any interest or return earned from the Cash Equivalents in the Trust Fund pursuant to section 2.4(b) and shall be paid only from such interest or return. Any interest or return above the funds deposited by the Settlor less the Trustee Fees may be disbursed in accordance with sections 4.1, 4.2, and/or Books, Records and Tax Returns. The Trustee shall maintain appropriate books and records relating to the receipt and disbursement of all Trust Fund monies. The Trustee shall have no liability for any tax due and payable, in connection with this Agreement, except for taxes based upon or measured by amounts paid to the Trustee as fees or compensation, under this Agreement Scope of Undertaking. The duties and responsibilities of the Trustee, in connection with this Agreement, will be purely ministerial and limited to the duties and responsibilities expressly set forth in this Agreement. The Trustee is not a principal, participant, or beneficiary in any transaction underlying this Agreement and will have no duty to inquire beyond the terms and provisions hereof. The Trustee will not be required to exercise any discretion hereunder and will have no responsibility with respect to investment or management of Trust Funds, other than to act in accordance with the written instructions, provided herein, that all funds shall be maintained in interest bearing Cash Equivalents. A/

76 Case Document Filed in TXSB on 10/16/13 Page 74 of 82 The Trustee may rely on and will not be liable for acting upon any written notice, instruction, request, or other communication furnished to it pursuant to this Agreement and reasonably believed by it to have been signed or presented by the proper party or parties. The Trustee is authorized, in its sole discretion, to disregard any and all notices or instructions given by any other party hereto or by any other person, firm, or corporation, which is not a party to this Agreement, except as to (i) such notices or instructions provided for in this Agreement and (ii) orders or process of any Federal court entered or issued with or without jurisdiction. If any property or Trust Funds subject hereto is/are, at any time, attached, garnished, or levied upon under any Federal court order; or in case the payment, assignment, transfer, conveyance, or delivery of any such property shall be stayed or enjoined by a Federal court order; or, in case such court order, judgment, or decree, shall be made or entered by a Federal court affecting such property or any part hereof, then, and in any of such events, the Trustee is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment, or decree with which it is advised, by legal counsel of its own choosing, is binding upon it, provided that the Trustee shall not take any action until eleven (11) days after entry of such order, writ, judgment, or decree. Upon the receipt of any such order, writ, judgment, or decree, the Trustee shall notify the Settlor and the Beneficiary promptly, not later than three (3) days from receipt. Trustee, upon compliance with any such order, writ, judgment, or decree, shall not be liable to any other party hereto or to any other person, firm, or corporation, by reason of such compliance, even though such order, writ, judgment, or decree may be subsequently reversed, modified, annulled, set aside, or vacated; unless such order, writ, judgment, or decree has been stayed by court order pending appeal. The Trustee may rely and shall be protected in acting upon any instrument furnished to it hereunder and reasonably believed by it to be genuine and to have been signed or presented by the appropriate party or parties (including, without limitation, with respect to any party which is a corporation, any instrument purporting to have been signed on its behalf by an authorized officer). The Trustee shall make a reasonable effort to verify the validity and genuineness of any documents mentioned in this Agreement. If the Trustee has made such a reasonable effort, the Trustee shall not be responsible for the sufficiency, accuracy, form, execution, validity, or genuineness of documents or securities presented to it; nor shall it be responsible or liable, in any respect, on account of the identity, authority, or rights of any person executing, depositing, delivering, or purporting to execute, deposit, or deliver any such document, security, endorsement, or this Agreement, or on account of or by reason of forgeries, false representations, or the exercise of its discretion, in any particular manner. The Trustee shall not be liable for any damage, loss, liability, or delay caused by accidents, strikes, fire, flood, war, riot, equipment breakdown, electrical or mechanical failure, acts of God, or any cause which is reasonably unavoidable or beyond its reasonable control. The Trustee may consult with legal counsel of its own choosing reasonably acceptable to Settlor and Beneficiary, who will not unreasonably withhold their consent to counsel, and shall be entitled to advice of such legal counsel concerning all matters of this Trust Agreement. The Trustee may act upon the opinion or advice of such legal counsel in the exercise of its A/

77 Case Document Filed in TXSB on 10/16/13 Page 75 of 82 reasonable care. ARTICLE III RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF SUCCESSORS 3.1 Resignation; Removal; Successor Trustee. The Trustee or any successor thereto may with respect to the trust created hereby, resign at any time, without cause, by giving at least thirty (30) days prior written notice to the Settlor and the Beneficiary, such resignation to be effective on the date of appointment of a successor Trustee, as hereinafter provided. In the case of the resignation of the Trustee, the Settlor and the Beneficiary will appoint a successor Trustee, by written instrument, signed by the Settlor and the Beneficiary. In the event the Settlor and the Beneficiary shall not have appointed a successor Trustee within thirty (30) days after such resignation by the Trustee, the Trustee will continue as Trustee and may apply to the United States District Court of Southern District of Texas (the Court ) to appoint a successor Trustee to act effective as of the date specified by the Court, until such time, if any, as a successor is appointed by the Settlor and the Beneficiary, as above provided. Any successor Trustee so appointed by such Court will immediately and without further act be superseded by any successor Trustee thereafter appointed by the Settlor and the Beneficiary, as above provided. In addition, the Settlor and the Beneficiary may at any time remove the Trustee, with or without cause, by written notice to the Trustee, signed by the Settlor and the Beneficiary, designating the effective date of any such removal and the party to serve as successor Trustee. A successor Trustee hereunder will be deemed the Trustee for all purposes hereof and each reference herein to the Trustee will thereafter be deemed to refer to such successor. 3.2 Acceptance of Appointment. Any successor Trustee, whether appointed by the Court or by the Settlor and the Beneficiary, will execute and deliver to its predecessor Trustee an instrument reasonably satisfactory to such predecessor Trustee accepting the appointment and thereupon such successor Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties, and trusts of the predecessor Trustee under this Agreement, with like effect as if the successor had been originally named as Trustee in this Agreement. Upon the written request of such successor Trustee, such predecessor Trustee will execute and deliver an instrument reasonably satisfactory to such successor Trustee transferring, to the successor Trustee, all the estates, properties, rights, powers, and trusts of such predecessor Trustee and such predecessor Trustee will duly assign, transfer, deliver, and pay over to such successor Trustee any property or monies then held by such predecessor Trustee which are subject to this Agreement. 3.3 Qualifications of Successor Trustee. Any successor to the Trustee, however appointed, will be a bank or trust company organized under the laws of the United States or any jurisdiction thereof having a combined capital and surplus of at least $100,000,000 and able to perform the duties of the Trustee hereunder upon commercially reasonable or customary terms. 3.4 Merger of Trustee. Any corporation into which the Trustee may be merged, A/

78 Case Document Filed in TXSB on 10/16/13 Page 76 of 82 consolidated, or converted or any successor by merger, conversion, or consolidation may be the Trustee under this Agreement, without any further act. 3.5 Status of Successor Trustee. A successor Trustee will have the same duties, powers, and discretion as conferred on its predecessor Trustee. A successor Trustee may accept the assets of the Trust Account delivered to it by its predecessor Trustee as constituting the entire assets of the Trust Account created under this Agreement and will not be required to investigate whether or not the entirety has been delivered to it or to investigate any acts, omissions, or misconduct of its predecessor Trustee. ARTICLE IV DISBURSEMENTS 4.1 Direct Decommissioning. The Beneficiary may, at its sole discretion, commence efforts to decommission the Remaining Properties in a manner consistent with applicable statutes and regulations. For such purpose, the Beneficiary may engage, hire, or otherwise contract with any appropriate entity to commence decommissioning operations associated with the Remaining Properties. The Beneficiary may approve reimbursements for such decommissioning expenses for decommissioning work performed on the Remaining Properties. 4.2 Reimbursements for Decommissioning. The Beneficiary may, in accordance with applicable statutes and regulations, require any Responsible Entities to decommission the Remaining Properties in a manner consistent with applicable statutes and regulations. To the extent that any Responsible Entities conduct decommissioning operations in such a manner, the Beneficiary, at its sole discretion as to which decommissioning work it will approve for reimbursement, may approve reimbursements, in whole or in part, to the Responsible Entity for its decommissioning expenses associated with the Remaining Properties. 4.3 Request for Payment. Upon entering into any contract, or making any expenditure in accordance with section 4.1 or any reimbursement in accordance with section 4.2, the Beneficiary may provide a declaration, executed by an official of the Beneficiary, verifying the contracted amount or the amount of the expenditure or reimbursement made, the associated decommissioning operation conducted, and the date such payment was made. The Trustee shall then release the disbursement in the amount of the expenditure or reimbursement to the Beneficiary Commitment to Use All Trust Funds For Decommissioning. Beneficiary is approved to use all available Trust Funds for decommissioning of the Remaining Properties in accordance with sections 4.1, 4.2, and/or Completion of Decommissioning Operations. Upon the completion of all decommissioning operations associated with the Remaining Properties to the Beneficiary s satisfaction and the appropriate review and/or audit of all disbursements under this Agreement, the Beneficiary shall provide the Trustee with a declaration, executed by an official of the Beneficiary, verifying the completion of decommissioning operations associated with the Remaining Properties and the appropriate review and/or audit of the disbursements. Upon its receipt of such declaration by the Beneficiary, the Trustee shall release the remaining Trust Funds in the Trust Account, if any, to the Settlor. Settlor shall have no right to oppose or A/

79 Case Document Filed in TXSB on 10/16/13 Page 77 of 82 object to Beneficiary s actions under sections 4.1, 4.2 and/or 4.3. ARTICLE V MISCELLANEOUS 5.1 Trustee s Representation. The Trustee, by and through the execution of this Agreement, agree that its interest of, in, and to the Trust Account, if any, shall be subordinate to the secured interest of the Beneficiary to the Trust Account. The Trustee agrees not to, and herein expressly waives any right to, claim (whether affirmatively or defensively) that its or their interest in and to the Trust Account is superior to the secured interest in the account of the Beneficiary. 5.2 Notices. All notices, requests, demands, and other communications to the respective parties of this Agreement shall be in writing (including facsimile or electronic mail) and shall be deemed to have been duly given or made when (a) delivered by hand, on the date shown on the receipt, by a recognized overnight courier delivery service, (b) in the case of delivery by United States certified mail with return receipt requested and postage prepaid, on the date of delivery, or (c) in the case of facsimile or electronic notice, when receipt thereof is acknowledged by written confirmation by the party to whom it was addressed. The addresses for all notices are as follows: Trustee: Settlor: [ ] Beneficiary: United States of America Department of the Interior Bureau of Ocean Energy Management Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard New Orleans, Louisiana Attention: John Rodi FAX: Telephone: Any party may, by proper notice, complying with this Section, change any and all parts of its address. A/