GORDON ARATA MONTGOMERY BARNETT

GORDON ARATA MONTGOMERY BARNETT

April 11,2019

C. Peck Hayne Jr. [email protected]

201 St. Charles Avenue, 40th Floor New Orleans, Louisiana 70170-4000

(504) 582-1111 • Fax (504) 582-1121 www.gamb.law

Ref: 6083-34540

By hand delivery Bureau of Ocean Energy Management Attention: Adjudication Section GulfofMexico OCS Region 1201 Elmwood Park Boulevard-MS 5421 New Orleans, LA 70123-2390

Ladies and Gentlemen:

0 1 0 i f 1 B

i APR 1 '/2019

ADJUDICATION SECTION

Re: Adjudication filings

On behalf of Empire Deepwater LLC (GOM No. 03471), we submit the enclosed Memorandum of Dedication of Production and Transportation Agreement dated effective March 4, 2019 by and among Empire Deepwater LLC, Amberjack Pipeline Company LLC, Beacon Growthco Operating Company, L.L.C, Beacon Offshore Energy Operating LLC, CL&F Offshore LLC, ILX Prospect Claiborne, LLC, LLOG Exploration & Production Company, L.L.C, Red Willow Offshore, LLC and Ridgewood Claiborne, LLC.

Please file this document in the lease file for OCS-G 34909 covering Mississippi Canyon Block 794, and please index this document under Category 7 (Contracts, Agreements, and Conveyances).

Also enclosed is our pay.gov receipt in the amount of $29.00.

Sincerely,

C. Peck Hayne Jr

Enclosures

3003647

GORDON, ARATA, MONTGOMERY, BARNinr, MCCOLLAM, DUPLANTIS & HAGAN, LLC NEWORLEANS • LAFAYETTE • BATON ROUGE • HOUSTON

ATTORNEYS AT LAW

Memorandum of Dedication of Production and Transportation AgreemeftftWDICATIQN SECTION

This Memorandum of Dedication of Production and Transportation Agreement (this "Memorandum of Agreement") is made effective March 4, 2019 (the "Effective Date") by and among Empire Deepwater LLC Êmpire"), a Louisiana limited liability company with an address of 601 Poydras Street, Suite 2345, New Orleans, Louisiana 70130; Amberjack Pipeline Company LLC ("Amberjack"; and along with Empire, a "Carrier"; and collectively with Empire, the "Carriers"), a Delaware limited liability company with an address of 910 Louisiana Street, Houston, Texas 77002; and each party listed on Part A of Exhibit 1 hereto (each, a "Producer"; and collectively, the "Producers").

1. The parties have entered into a Dedication of Production and Transportation Agreement dated effective as of the Effective Date (the "Agreement").

2. The purpose of this Memorandum of Agreement is to place third persons on notice that, pursuant and subject to the Agreement, all crude oil production either produced from or allocated to a Producer's leasehold interests in the Dedicated Lease (as defined in the Agreement and further described in Exhibit 2 hereto) is committed and dedicated for transportation through the System (as defined below) under the Joint Tariff (as defined below) until (unless the Agreement is terminated earlier as provided therein) the termination of the Dedicated Lease.

(a) The term "Amberjack Pipeline" refers to that 24-inch crude oil pipeline owned by Amberjack and running from South Timbalier Block 301 to the federal/state boundary in Bay Marchand Block 4 (Segment No. 10631 under Pipeline Right-of-Way No. OCS-G 15042) and from there to an interconnection with the Mars Pipeline at Port

, Fourchon, Lafourche Parish Louisiana (the "Mars Pipeline").

(b) The term "Empire Pipeline" refers to that 12-inch crude oil pipeline owned by Empire and running from Grand Island Block 115 to the subsea tie-in (SSTI) with the Amberjack Pipeline in South Timbalier Block 162 (Segment No. 11433 under Pipeline Right-of-Way No. 17749).

(c) The term "Joint Tariff' refers to the following as may be amended or superseded: Joint Transportation Sheet No. 13.0.0 dated effective December 1, 2016 of the Carriers for the transportation of crude oil from Grand Island Block 115 (among other delivery points) through the Empire Pipeline and then the Amberjack Pipeline (collectively, the "System") for redelivery to the Mars Pipeline.

(d) The term "GI115 SSTT' refers to that subsea tie-in where a pipeline that is currently operated by Walter Oil & Gas Corporation (namely, pipeline Segment No. 19315 under Pipeline Right-of-Way No. OCS-G 29303) interconnects into the Empire Pipeline at Grand Isle Block 115.

(e) A Producer's "Dedicated Production" refers to the crude oil production either produced from or allocated to such Producer's leasehold interests in the Dedicated Lease on or after April 1, 2019 until the termination of the Dedicated Lease.

Page 1

3. Should any person desire additional information regarding the Agreement, such person or entity should contact either Carrier at its address above.

4. Upon termination of the Agreement as to a Producer for any reason, the Carriers and such Producer will, as soon as reasonably practicable, jointly execute and record a release and termination of this Memorandum of Agreement.

5. This Memorandum of Agreement will be binding upon and will inure to the benefit of the parties hereto and to their respective successors and permitted assigns.

6. THIS MEMORANDUM OF AGREEMENT AND ALL MATTERS PERTAINING HERETO, INCLUDING, BUT NOT LIMITED TO, MATTERS OF PERFORMANCE, NON-PERFORMANCE, BREACH, REMEDIES, PROCEDURES, RIGHTS, DUTIES AND INTERPRETATIONS OR CONSTRUCTION, WILL BE GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA, WITHOUT REGARD TO RULES CONCERNING CONFLICTS OF LAWS.

7. In the event of any conflict between the Agreement and this Memorandum of Agreement, the Agreement shall control.

8. The Agreement creates covenants running with the land of the Dedicated Lease (and more specifically creates real rights in favor of each Carrier and real obligations binding on each Producer who executes the Agreement and on its existing and future interests in the Dedicated Lease), shall inure to the benefit of each Carrier and its successor and assigns and shall be binding on each Producer who executes the Agreement and its successors and assigns with respect to any or all portions of the Dedicated Lease and Dedicated Production; thus, for example, i f a Producer sells any of its Dedicated Production at or upstream of the Gil 15 SSTI, then the Agreement shall be binding on its purchaser with respect to such purchased Dedicated Production. Any assignment or transfer of any right, title or interest in the Dedicated Lease and/or in any Dedicated Production shall be subject to, and made subject to, the assignor's or transferor's obligations under the Agreement. A Producer shall not sell, exchange or otherwise transfer any of its right, title or interest under the Agreement without each Carrier's prior written consent, which shall not be unreasonably withheld or delayed. A Producer shall not sell, exchange or otherwise transfer any of its right, title or interest under the Dedicated Lease unless such sale, exchange or other transfer is made subject to this Agreement and such purchaser, exchanging party or other transferee agrees in such sale, change or other transfer to be bound by this Agreement to the extent of the interest acquired in the Dedicated Lease.

9. This Memorandum of Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute the same single agreement; for ease of recordation and otherwise, a signature page from one counterpart may be detached therefrom and attached to another counterpart. This Memorandum of Agreement shall be effective as to each Producer who executes this Memorandum of Agreement, whether or not any other Producer executes this Memorandum of Agreement.

[remainder ofpage intentionally blank; signature pages follow]

Page 2

State of Louisiana Parish of Orleans

THUS DONE AND SIGNED by Empire on this day of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with Empire and me, notary, after a due reading of the whole.

Empire Deepwater LLC WITNESSES to all signatures on this page:

SignatuiCL C m C , ^ ^ - ^ - ^ ^ By:_ Name printed: } \ i f ^ ^ i ^ ^ j ^ n r ^ ^ - o r r n y Everard W. Marks, its manager

Signature:̂ / Name printed: 7, </Jhf~$t.y

.[SEAL] Notary Purfic Name printed:.

Notary

• ' ' Notarial (or State Bar) Identification No. My commission expires he*>&\

;\ CrbdcHqmelr. Notary Public

Uftate Bar Roll No. 15815 IWA <rf Oltans, State of Louisiant

Hy ciiMii ion is i smi for life.

Signature Page to Memorandum of Agreement

State of Texas County of Harris

THUS DONE AND SIGNED by Amberjack on this day of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with Amberjack and me, notary, after a due reading of the whole.

WITNESSES to all signatures on this page: Amberjack Pipeline Company L L C

Signature: w / f > , r

Name printed:^ /Âtay / f . £ t / / h Andy Stilley, its Presiaent

Signature: Name printed:.

"FaEAL] i . . JANET P MCKAY

My Notaiy 10 #3192191 Expires January 6,2023

fame printed:, [fotarial Identification No. iy commission expires

Notary Public, State of Texas

Exhibit 3 - Page 5

State of Louisiana County/Parish of St. Tammany

THUS DONE AND SIGNED by the undersigned Producer on this ^ Q ^ a y of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.

WITNESSES to all signatures on this page:

Signatun Name printe

Signature:

Name printed: . ^ ^ r ^ tzr^^rga

LLOG Exploration & Production Company, L.L.C.

By:_ ^ " 7 "

Name printed: Rick Fowler

Title: Chief Operating Officer

[SEAL] /ary Public, State of Name printed!̂ inrfy it«<«u.i Notarial Identification Public -St TtoMnyPiriih My commission expires M v I i , T ^ C U


State of Louisiana County/Parish of St Tammany

THUS DONE AND SIGNED by the undersigned Producer on this ^V^c lay of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.


Signaturd(2l>i6^/4^^ t f l 0 ^ Name printed: U <L ^ ^ -T

Signature: Name printed: 'IPv?'-^^ ferit^g>r<p

Beacon Growthco Operating Company, L.L.C.

Name: Hlmberlia Ducote Title: Chief Accounting & Administratiye

Officer

[SEAL] Public, State of _ No^ry Public, State of Name printed: frnHy RIIIIMI

Notarial Identification N ^ f j j B j j j j ' - »• Tmaamtf PwiA My commission expires HotMy No. 60007


State of Texas County of Harris

THUS DONE AND SIGNED by the undersigned Producer on this 2.1 ̂ day of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.


Signature: ^ Name printed: "Z Qcfaqsy [ C(.KSoS)

Signature: Name printed: V/Lfiwl SdMOHl/

Beacon Offshore Energy Operating LLC

[SEAL]

'eter A. Weld, Treasurer

SARA STEED Notary ID #128487234 My Commission Expires

January 7, Z023

Notary Public, State of Name printed:. Notarial Identification No. I ^ - t f l f r h ^ My commission expires ^<IJAXUUA^ ^


State of T e x as County/BaoisbcBf Harris

THUS DONE AND SIGNED by the undersigned Producer on this 2 7 t h day of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.

WITNESSES to all signatures on this page: CL&F Offshore LLC

Signatur Name printed: f^Kv tY\f Ut f R. Paul Loveless, President & CEO

S i g n a t u r e l ^ ? ^ - ^ ^ , U Name printed: - ^ f f i ^ n Q . ^ .11 ̂ Z

[SEAL] Name printed: Notarial Identificat My commission expires 01-31-2023

REGINA ARDITO i g . -j^f&Hoxery Public, State of Toxas l ^ - ^ J i i Comm. Expires 01-31-2023 ' ' ' t f t i ' S ^ Notary ID 5674987


State o f C p W n A X ^ County/ParkBTof

THUS DONE AND SIGNED by the undersigned Producer on this 2 day ofMxroh, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.


SiRnature:^. Name printed: S ^ ^ T M - H - R f - r ^ l

Signature: Name printed: . Wr piP&f- UK^F^

Red Willow Offshore, LLC

Name

Title: hLryrji* Rkfcsbiktî- - CJDD

[SEAT Notary Public, State of C p l p r ^ u j O

MY COMMISSION EXPIRES JANUARY 10,

JOLENE HALE NOTARY PUBLIC

STATE OF COLORADO NOTARY ID # 20124000290 o ^ commission expires \~-V0^3.CQvD

NJ me printed: JoVgy ig^ - VAaA-C N( tarial Identification No.


State of T - e ^ l S County/Parish of H ^ r K ^ T

THUS DONE AND SIGNED by the undersigned Producer on this 7 ^ . day of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.


Signature: c

Name printed: /-^g<_U^ ^<kM-U^/-f-

Signature:. Name printed:.

Ridgewood Claiborne, L L C

Name: W. GreisyTabor

Title: Executive Vice President

[SEAL] Notary Public, State of Tl Name printed: /KU M. U-tbaH-Notarial Identification No. llO^'i^^ My commission expires 7- -U^'TSL,

^ V ' ^ & j , ANN M, HEBERT / ^ • ^ X ; - ^ Notary Public, State ot Texas ' t t j K j k s Comm. Expires 07-16-2022

Notary ID 11038209


State of ^KOS County/Parish of Wtk^rnS

THUS DONE AND SIGNED by the undersigned Producer on this ^^Sday of March, 2019 before me, the undersigned Notary Public in and for the foregoing jurisdiction, and the undersigned competent witnesses, who sign their names below with said Producer and me, notary, after a due reading of the whole.


Signature Name printed

Signature: / ^ Z - ^ ^ Name printed: QstsS-tX /• .Mb*^

ILX Prospect Claiborne, L L C

Name: W. GregAabor

Title: Director

[SEAL] Notary Public, State of 1~-t)oZS Name printed: AIAI^ KX- Wê^lo^^r Notarial Identification No. My commission expires

A N N M HEBERT / ^ • ' ^ f f ^ Notary Public, State of Te

C o m m Expires 07-16-20 xas

2022 Notary ID 1 1038209


Exhibit 1 to Memorandum of Dedication of Production and Transportation Agreement

Producers

Producer Mailing Address

Beacon Growthco Operating Company, L.L.C. 1001 Ochsner Boulevard, Suite 100 Covington, LA 70433

Beacon Offshore Energy Operating LLC 500 Dallas Street, Suite 2800 Houston, TX 77002

CL&F Offshore LLC 16945 Northchase Drive 4 Greenspoint Place, Suite 1500 Houston, TX 77060-2153

ILX Prospect Claiborne, LLC 712 Fifth Avenue, 36th Floor New York, NY 10019

LLOG Exploration & Production Company, L.L.C. 1001 Ochsner Boulevard, Suite 100 Covington, LA 70433

Red Willow Offshore, LLC 14933 Highway 172 Post Office Box 369 Ignacio, CO 81137

Ridgewood Claiborne, LLC 1254 Enclave Parkway, Suite 600 Houston, TX 77077

[End of Exhibit 1 to Memorandum of Agreement]

Exhibit 1 to Memorandum of Agreement

Exhibit 2 to Memorandum of Dedication of Production and Transportation Agreement

Dedicated Lease

As used in this Memorandum of Agreement, the term "Dedicated Lease" refers to the following lease:

That certain oil and gas lease bearing serial number OCS-G 34909, effective September 1, 2013, by and between the United States of America, as lessor, and Ridgewood Energy Corporation and others, as lessee, covering all of Block 794, Mississippi Canyon, OCS Official Protraction Diagram, NH 16-10.

[End of Exhibit 2 to Memorandum of Agreement] [End of Memorandum of Agreement]

Exhibit 2 to Memorandum of Agreement

Documents

GORDON ARATA MONTGOMERY BARNETT