EX-10.1




 Exhibit 10.1 

THIRD AMENDMENT TO CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION AGREEMENT 

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. 

WITNESSETH: 

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 10, 2018, among Holdings, the Borrower, the
Administrative Agent, the Swingline Lender, the Issuing Banks, the Lenders party thereto, and the other Persons from time to time party thereto (as amended by that certain Joinder, First Amendment to Credit Agreement, and Borrowing Base
Redetermination Agreement, dated as of July 3, 2019, and as further amended by that certain Joinder, Commitment Increase Agreement, Second Amendment to Credit Agreement, Borrowing Base Redetermination Agreement, and Amendment to Other Credit
Documents, dated as of December 10, 2019, and as further amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”); 

WHEREAS, the Borrower has notified the Administrative Agent and the Lenders under the Credit Agreement that the Borrower, as
buyer, Castex Energy Partners, LLC, a Delaware limited liability company and Castex Offshore, Inc., a Texas corporation, collectively as sellers (“Sellers”), and, solely with respect to the limited obligations set forth therein,
Holdings have entered into that certain Purchase and Sale Agreement executed on June 18, 2020 (the “Castex PSA”), pursuant to which the Borrower will acquire certain Oil and Gas Properties from Sellers (the acquisition
transaction contemplated therein, the “Castex Acquisition”); 
 WHEREAS, the Borrower has informed the
Administrative Agent and the Lenders that it intends to consummate the Castex Acquisition on or before (i) August 31, 2020 (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and (ii) the date on
which the Castex Acquisition is terminated (whether in accordance with the Castex PSA, or otherwise) or otherwise abandoned (the earlier of such dates in clause (i) and (ii), herein “Castex Acquisition Outside Date”); 

WHEREAS, in connection with the Castex Acquisition, the Borrower has provided to the Administrative Agent and the Lenders a reserve
report dated as of April 1, 2020, with respect to the Oil and Gas Properties to be acquired pursuant to the Castex Acquisition (the “Castex Acquisition Reserve Report”); 

WHEREAS, in addition to the Castex Acquisition Reserve Report, the Borrower has provided the necessary reserve report information (the
“Spring 2020 Reserve Report”) for the Administrative Agent and the Lenders to complete the spring 2020 Scheduled Redetermination of the Borrowing Base and, after reviewing the Castex Acquisition Reserve Report together with the
Spring 2020 Reserve Report, the Administrative Agent and the Lenders have recommended reducing the Borrowing Base from $1,150,000,000 to $985,000,000; 

  
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 WHEREAS, each of Holdings and the Borrower desires to amend the Credit Agreement on
the terms and subject to the conditions set forth herein; and 
 WHEREAS, Section 13.1 of the Credit Agreement provides that
Holdings, the Borrower and the Majority Lenders may amend the Credit Agreement and the other Credit Documents in accordance with the provisions thereof, and Section 13.1(x) requires the consent of the Required Lenders to decrease the Borrowing
Base; 
 NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements set forth herein, the parties hereto
agree as follows: 
 SECTION 1. Definitions. Unless otherwise defined in this Agreement, each capitalized
term used in this Agreement has the meaning assigned to such term in the Credit Agreement. 
 SECTION 2.
Reduction of the Borrowing Base. 
 (a) The Borrower and the Lenders agree that (i) on and as of the
Effective Date the Borrowing Base shall be reduced from $1,150,000,000 to $985,000,000, (ii) if the Castex Acquisition has not been consummated on or before the Castex Acquisition Outside Date, then on and as of the first day immediately subsequent
to the Castex Acquisition Outside Date the Borrowing Base shall be reduced by an amount determined by the Administrative Agent and approved by the Required Lenders not to exceed $60,000,000, and (iii) the Borrowing Base, as reduced by the
foregoing clause (i) and, if applicable, clause (ii), shall remain in effect until such time as the Borrowing Base is otherwise redetermined or adjusted pursuant to the terms of the Credit
Agreement. 
 (b) Both Holdings and the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other
hand, agree that the redetermination of the Borrowing Base pursuant to Section 2(a) (including, if applicable, clause (ii)) hereof shall constitute the regularly Scheduled Redetermination of the Borrowing Base for
the spring of 2020 and shall not constitute an interim redetermination of the Borrowing Base pursuant to Section 2.14 of the Credit Agreement. 

SECTION 3. Amendments to Credit Agreement. On the Effective Date, the Credit Agreement is hereby amended as
follows: 
 (a) Section 1.1 is hereby amended by inserting the following defined terms where alphabetically appropriate:

 (i) “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK
Financial Institution. 

  
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 (ii) “Ancillary Document” has the meaning assigned to it in
Section 13.9. 
 (iii) “Availability Cap” means, as of the date of any Credit
Event occurring after the Third Amendment Effective Date, an amount equal to: (a) until the earlier of (x) the Castex Acquisition has been consummated (or, upon application of the proceeds of the applicable Borrowing, the Castex
Acquisition will be consummated) and all Castex Acquisition Conditions have been satisfied (or on the same date as the applicable Borrowing, will be satisfied), and (y) the Castex Acquisition Outside Date, the Borrowing Base in effect on such
date less $85,000,000 (unless a lesser reduction amount is approved by the Required Lenders); and (b) from and after the earlier of (x) the Castex Acquisition has been consummated (or, upon application of the proceeds of the applicable
Borrowing, the Castex Acquisition will be consummated) and all Castex Acquisition Conditions have been satisfied (or on the same date as the applicable Borrowing, will be satisfied), and (y) the Castex Acquisition Outside Date, the Borrowing
Base in effect on such date less $25,000,000 (unless a lesser reduction amount is approved by the Required Lenders). 
 (iv)
“Castex Acquisition” means that certain acquisition consummated pursuant to the terms of the Castex PSA. 

(v) “Castex Acquisition Conditions” means each of the following conditions in connection with the consummation
of the Castex Acquisition: 
 (a) Acquisition Certificate. The Administrative Agent shall have received a certificate, reasonably
satisfactory to the Administrative Agent in all respects, of an Authorized Officer of the Borrower (i) certifying that the Castex Acquisition shall constitute a Permitted Acquisition, (ii) certifying that the Borrower has acquired (or with
the proceeds of the applicable Borrowing shall acquire) all or substantially all, but in any event not less than 95% of the PV-10, of the Oil and Gas Properties included in the Castex Acquisition Reserve
Report, all conditions to the obligations of the parties set forth in the Castex PSA shall have been satisfied or waived (or with the application of the proceeds of the applicable Borrowing shall be satisfied or waived), and no provision thereof
shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to materially adversely affect the Administrative Agent, the Collateral Agent or
the Lenders (except as otherwise agreed by the Administrative Agent, the Collateral Agent and the Lenders), (iii) identifying the Oil and Gas Properties that have not been acquired pursuant to the Castex PSA, (iv) attaching lien releases
delivered in connection with the Castex PSA (or certifying that the assets subject to the Castex PSA were not, prior to the Castex Acquisition, subject to any liens), (v) certifying as to the final purchase price paid under the Castex PSA after
giving effect to all adjustments as of the closing date for such acquisition, and specifying, by category, the amount of such adjustment, (vi) certifying that attached 

  
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thereto are true and complete executed copies of the conveyance documents from the applicable seller to Borrower and (vii) certifying that attached thereto is a true and complete executed
copy of the Castex PSA, together with all amendments thereto, pursuant to which the Borrower has acquired the applicable Oil and Gas Properties (or certifying that the previously delivered Castex PSA has not been amended or modified in any way since
the Third Amendment Effective Date); 
 (b) Verification of Collateral Coverage. The Borrower shall have delivered to the
Administrative Agent appropriate documentation evidencing that the Collateral Coverage Minimum is satisfied as of the date of consummation of the Castex PSA or additional Mortgages, executed and delivered by a duly Authorized Officer of the
applicable Restricted Subsidiary in sufficient counterparts for the prompt recordation thereof, encumbering Mortgaged Properties that constitute Borrowing Base Properties evaluated, collectively, in the Castex Acquisition Reserve Report and the
Spring 2020 Reserve Report having a PV-10, together with the PV-10 of the Mortgaged Properties that remain encumbered by a previously delivered Mortgage, sufficient to
satisfy the Collateral Coverage Minimum; 
 (c) Legal Opinion. To the extent a new Mortgage is required to be delivered by
clause (b) above, the Borrower shall deliver to the Administrative Agent a written opinion of local counsel in any jurisdictions where such Mortgage will be recorded to perfect first priority Liens on any Borrowing Base Properties, which shall
be (i) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (ii) in form and substance reasonably satisfactory to the Administrative Agent; and 

(d) Title Compliance. The Borrower shall deliver to the Administrative Agent satisfactory title information with respect to Oil and Gas
Properties of the Borrower and its Restricted Subsidiaries comprising, together with title information previously delivered to the Administrative Agent, at least 85% of the PV-10 of all of the Proved Reserves
evaluated, collectively, in the Castex Acquisition Reserve Report and the Spring 2020 Reserve Report. 
 (vi) “Castex
Acquisition Outside Date” means the earlier of (i) August 31, 2020 (or such later date as agreed to by the Administrative Agent in its reasonable discretion) and (ii) the date on which the Castex Acquisition is terminated
(whether in accordance with the Castex PSA, or otherwise) or otherwise abandoned. 
 (vii) “Castex Acquisition
Reserve Report” means the reserve report dated as of April 1, 2020, with respect to the Oil and Gas Properties to be acquired pursuant to the Castex Acquisition. 

  
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 (viii) “Castex PSA” means that certain Purchase and Sale
Agreement executed on June 18, 2020, pursuant to which the Borrower, as buyer, will acquire certain Oil and Gas Properties from Castex Energy Partners, LLC, a Delaware limited liability company and Castex Offshore, Inc., a Texas corporation,
collectively as sellers. 
 (ix) “Electronic Signature” means an electronic sound, symbol, or process
attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

(x) “Excess Cash” means, at any time, the aggregate amount of all cash and Permitted Investments of the
Borrower and the Restricted Subsidiaries (other than Excluded Cash) in excess of $125,000,000. 
 (xi) “Excluded
Cash” means (a) any cash to be used to pay obligations of the Borrower and the Restricted Subsidiaries then due and owing to unaffiliated third parties generally for which the Borrower or any Restricted Subsidiary has issued checks or
has initiated wires or ACH transfers (or will issue checks or initiate wires or ACH transfers within five (5) Business Days) in order to pay such obligations and (b) any cash set aside (including cash held in suspense or trust
accounts) (i) to make or pay payroll, employee wage and benefit payments and trust and fiduciary obligations and similar obligations, (ii) in collateral accounts with respect to Letters of Credit, (iii) for the payment of taxes of the
Borrower and the Restricted Subsidiaries due and payable within the existing fiscal quarter, and (iv) for royalty obligations, working interest obligations, and production payments, in each case owing to third parties. 

(xii) “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial
Institution, a UK Resolution Authority. 
 (xiii) “Spring 2020 Reserve Report” means that certain Reserve
Report prepared as of February 7, 2020. 
 (xiv) “Third Amendment” means the Third Amendment to Credit
Agreement and Borrowing Base Redetermination Agreement, dated as of June 18, 2020, among Holdings, the Borrower, the Administrative Agent and the other Persons party thereto. 

(xv) “Third Amendment Effective Date” means the “Effective Date” as defined in the Third Amendment.

 (xvi) “UK Financial Institutions” means any BRRD Undertaking (as such term is defined under the PRA
Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct
Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

  
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 (xvii) “UK Resolution Authority” means the Bank of England
or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. 
 (b)
Section 1.1 is hereby amended by amending and restating the following defined terms in their entirety to read as follows: 

(i) “Bail-In Action” means the exercise of any Write-Down and
Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

(ii) “Bail-In Legislation” means (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is
described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law,
regulation, rule or requirement applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other
insolvency proceedings). 
 (iii) “Write-Down and Conversion Powers” means, (a) with respect to any EEA
Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and
conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that
liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 

(c) Section 1.1 is hereby amended by amending and restating the Borrowing Base Utilization Grid in the definition of
“Applicable Margin” to read as follows: 
  

																					
	 Borrowing Base Utilization
Grid
	 
	 Borrowing Base
	  	 	X < 25	% 	 	 	3 25	% X 	 	 	3 50	% X 	 	 	3 75	% X	 	 	X 3 90	% 
	 Utilization Percentage
	  				 	 	< 50	% 	 	 	< 75	% 	 	 	< 90	% 	 			
	 LIBOR Loans
	  	 	3.00	% 	 	 	3.25	% 	 	 	3.50	% 	 	 	3.75	% 	 	 	4.00	% 
	 ABR Loans
	  	 	2.00	% 	 	 	2.25	% 	 	 	2.50	% 	 	 	2.75	% 	 	 	3.00	% 
	 Commitment Fee Rate
	  	 	0.50	% 	 	 	0.50	% 	 	 	0.50	% 	 	 	0.50	% 	 	 	0.50	% 


  
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 (d) Section 5.2 is hereby amended to
(i) re-letter Section 5.2(c) through Section 5.2(e) as Section 5.2(d) through Section 5.2(f), respectively, and (ii) insert the following new Section 5.2(c) where
alphanumerically appropriate: 
 “(c) Repayment of Loans With Excess Cash. 

(i) Upon the occurrence of and during the continuation of an Event of Default, on each Business Day the Borrower shall immediately prepay the
Loans with all Excess Cash. 
 (ii) Unless required more frequently pursuant to Section 5.2(c)(i), if the Borrower
and its Restricted Subsidiaries have any Excess Cash outstanding on the last Business Day of any week, the Borrower shall prepay the Loans on such last Business Day of the week in an amount equal to or greater than the amount of such Excess
Cash.” 
 (e) Section 7 is hereby amended to insert the following new clauses (d) and (e) immediately after
the existing clause (c): 
 “(d) No Excess Cash. At the time of each Borrowing and also after giving effect thereto, the
Borrower and the Restricted Subsidiaries, taken as a whole, shall not have any Excess Cash. No Borrowing shall, after giving pro forma effect to any intended use of proceeds in the ordinary course of business, be in an amount that would trigger a
mandatory prepayment under Section 5.2(c). Any Notice of Borrowing delivered by the Borrower shall include a certification (a) as to the intended use of proceeds from such Borrowing and (b) that the conditions set
forth in this Section 7(d) shall be satisfied (i) as of the date of such Notice of Borrowing and (ii) after giving effect to the requested Borrowing. 

(e) Availability Cap. From and after the Third Amendment Effective Date until the first redetermination of the Borrowing Base that
occurs after the Third Amendment Effective Date, if the sum of the aggregate Total Exposures of all Lenders on such day (after giving pro forma effect to any requested Borrowing) would equal or exceed the Availability Cap, then the Administrative
Agent shall have received approval from the Required Lenders (in their sole and absolute discretion) prior to the making of the applicable Loan (other than any Loan made pursuant to Section 3.4(a)) or the issuance of the
applicable Letter of Credit. Any Notice of Borrowing delivered by the Borrower on a date on which this clause (e) is applicable shall include a certification as to the applicable Availability Cap in effect on the date of applicable
Borrowing.” 

  
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 (f) Section 9 is hereby amended by inserting the following new
Section 9.19 immediately following the existing Section 9.18: 
 “Section 9.19. Third Amendment Hedge Covenant.
(a) On or before the date that is ten Business Days after the consummation of the Castex Acquisition, the Borrower shall, or shall cause one or more of its Restricted Subsidiaries to, enter into (as demonstrated by evidence reasonably
satisfactory to the Administrative Agent), one or more Hedge Transactions that are direct swaps (and not “collars” or “three ways”) with approved counterparties for the purpose of mitigating commodity price risk with respect to
not less than 75% of the quarterly reasonably anticipated projected production of natural gas from Proved Developed Producing Reserves included in the Castex Acquisition Reserve Report for each quarter during the period from the Third Amendment
Effective Date to December 31, 2022 at prices acceptable to the Administrative Agent; provided that, for the avoidance of doubt, any volumes hedged after the Third Amendment Effective Date with respect to the Proved Developed
Producing Reserves included in the Castex Acquisition Reserve Report will count towards the aforementioned 75% threshold. The Hedge Transactions entered into pursuant to this Section 9.19 shall be subject to
Section 10.10, except that, as of the Third Amendment Effective Date, 75% of the applicable production shall be hedged notwithstanding the following three limitations in Section 10.10(a): the 90%
overall limitation; the 65% limitation with respect to production during the months of August through October; or, with respect to Hedge Transactions in respect of Proposed Acquisitions, the limitation that after giving effect to existing Hedge
Transactions and the effect of Hedge Transactions in respect of a Proposed Acquisition, the notional volumes shall not exceed 90% of the Credit Parties’ existing projected production prior to the consummation of such Proposed Acquisition. 

(b) Not later than two Business Days after the tenth Business Day after the consummation of the Castex Acquisition, the Borrower shall have
delivered to the Administrative Agent evidence, reasonably satisfactory to the Administrative Agent, demonstrating that the Borrower and its Restricted Subsidiaries have entered into Hedge Transactions satisfying this
Section 9.19.” 
 (g) Section 10.10 is hereby amended as follows: 

(i) Clause (d) of Section 10.10 is hereby amended by (1) inserting immediately following the reference to
“Section 10.10(a)” the following clause “or Hedge Transactions required by Section 9.19” and (2) inserting immediately following the phrase “most recent Reserve Report
delivered pursuant to Section 9.14(a)” the following parenthetical “(and, for purposes of the Hedge Transactions entered into pursuant to Section 9.19, the “most recent Reserve
Report” shall refer to the Castex Acquisition Reserve Report)”, and 

  
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 (ii) By inserting the following new clause (e) immediately following
the existing clause (d): “(e) Hedge Transactions required by Section 9.19.” 
 (h)
Section 12.3 is hereby amended by deleting the phrase “enforceability or sufficiency of this Agreement or any other Credit Document, or” and inserting in place thereof the phrase “enforceability or sufficiency of this Agreement
or any other Credit Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by telecopy, emailed pdf., or any other electronic means that reproduces an
image of an actual executed signature page), or”. 
 (i) Section 13.9 is hereby amended and restated in its
entirety to provide as follows: 
 “Section 13.9 Counterparts; Electronic Execution. 

(a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof. 
 (b) Delivery of an executed counterpart
of a signature page of (x) this Agreement, (y) any other Credit Document and/or (z) any document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to
Section 13.2), certificate, request, statement, disclosure or authorization related to this Agreement, any other Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary
Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart
of this Agreement, such other Credit Document or such Ancillary Document, as applicable. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement, any
other Credit Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that
reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as
the case may be; provided that nothing 

  
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herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given
by or on behalf of the Borrower or any other Credit Party without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (ii) upon the request of the Administrative Agent or
any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower and each Credit Party hereby (i) agree that, for all purposes, including without
limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the Administrative Agent, the Lenders, the Borrower and the Credit Parties, Electronic Signatures transmitted by telecopy,
emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic images of this Agreement, any other Credit Document and/or any Ancillary Document shall have the same legal effect,
validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option, create one or more copies of this Agreement, any other Credit Document and/or any Ancillary Document in the form of an
imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and destroy the original paper document (and all such electronic records shall be considered an original for all purposes
and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Credit Document and/or any
Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Credit Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim
against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic
means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of the Borrower and/or any Credit Party to use any available security measures in connection with the execution,
delivery or transmission of any Electronic Signature.” 

  
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 (j) Section 13.24 is hereby amended and restated in its entirety to
provide as follows: 
 “Section 13.24 Acknowledgement and Consent to Bail-In of
Affected Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected
Financial Institution arising under any Credit Document may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the effects of any Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in full
or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares
or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it
in lieu of any rights with respect to any such liability under this Agreement or any other Credit Document; or 
 (iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down    and Conversion Powers of the applicable Resolution Authority.” 

(k) Exhibit B to the Credit Agreement is amended and restated in the form of Annex I attached hereto. 

SECTION 4. Representations and Warranties, Etc. To induce the Administrative Agent, the Lenders and Issuing
Banks to enter into this Agreement, the Borrower and Holdings represent and warrant to the Administrative Agent, the Issuing Banks and the Lenders that as of the Effective Date and as of the Incremental Effective Date: 

(a) each representation and warranty made by any Credit Party contained in the Credit Agreement or in the other Credit
Documents is true and correct in all material respects (except for representations and warranties which are qualified by a materiality qualifier, which shall be true and correct in all respects) with the same effect as though


  
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such representations and warranties had been made on and as of the Effective Date, except where such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects (except for representations and warranties which are qualified by a materiality qualifier, which shall be true and correct in all respects) as of such earlier
date; 
 (b) each Credit Party executing this Agreement has the corporate or other organizational power and authority to
execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Agreement; 

(c) the Credit Agreement as amended hereby and each other Credit Document constitutes the legal, valid and binding obligation
of such Credit Party enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general
principles of equity (whether considered in a proceeding in equity or law); and 
 (d) no Default, Event of Default or
Borrowing Base Deficiency exists under the Credit Agreement or any of the other Credit Documents. 
 SECTION 5.
Ratification; Reaffirmation of Security Documents. 
 (a) Each of Holdings, the Borrower and each other Credit
Party hereby ratifies and confirms, as of the Effective Date, (i) the covenants and agreements contained in each Credit Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Agreement
and the transactions contemplated thereby and (ii) all of the Obligations under the Credit Agreement and the other Credit Documents. 

(b) Each of Holdings, the Borrower and each other Credit Party (i) reaffirms the terms of and its obligations (and the
security interests granted by it) under each Security Document (as modified hereby), and agrees that each such Security Document (as modified hereby) will continue in full force and effect to secure the Obligations as the same may be amended,
supplemented, or otherwise modified from time to time and (ii) acknowledges, represents, warrants and agrees that the Liens and security interests granted by it pursuant to the Security Documents (as modified hereby) are valid and subsisting
and create a security interest to secure the Obligations. 
 SECTION 6. Effectiveness. This Agreement shall
become effective as of the Effective Date on the first date on which each of the conditions set forth in this Section 6 is satisfied: 

(a) Agreement. The Administrative Agent shall have received executed counterparts of this Agreement from Holdings, the
Borrower, each other Credit Party, the Administrative Agent and Lenders representing at least the Required Lenders. 

  
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 (b) Castex PSA. The Administrative Agent shall be reasonably
satisfied that the Castex PSA has been executed by the parties thereto and has become effective. 
 (c) Fees and
Expenses. The Borrower shall have made payment of all fees and expenses due and owing under this Agreement, the Credit Agreement and under any separate fee letter agreement entered into by the parties. 

SECTION 7. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts and any or all of the counterparts may be executed by an Electronic Signature), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other
Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Section 13.9 of
the Credit Agreement (as amended and restated hereby) is incorporated by reference herein. 
 SECTION 8.
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

SECTION 9. Integration. This Agreement and the other Credit Documents represent the agreement of the
Borrower, the Guarantors, the Collateral Agent, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Borrower, the Guarantors,
the Collateral Agent, the Administrative Agent nor any Lender relative to subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents. 

SECTION 10. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 11.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted under the Credit Agreement (including any Affiliate of each Issuing
Bank that issues any Letter of Credit). 
 SECTION 12. Miscellaneous. (a) On and after the
effectiveness of this Agreement, each reference in each Credit Document to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended, waived or otherwise modified by this Agreement and (b) this Agreement is a Credit Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered and applied in accordance with the terms and provisions of the Credit Agreement. 
 (Remainder of Page Left Intentionally
Blank) 
  

  
 13 

- Third Amendment - 












 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Third Amendment to Credit
Agreement and Borrowing Base Redetermination Agreement to be duly executed and delivered as of the Effective Date. 
  

			
	TALOS ENERGY INC.,
	as Holdings
		
	By:	 	 /s/ Shannon E. Young III

	Name: Shannon E. Young III
	Title: Executive Vice President and Chief Financial Officer
	
	TALOS PRODUCTION INC.,
	as the Borrower
		
	By:	 	 /s/ Shannon E. Young III

	Name: Shannon E. Young III
	Title: Executive Vice President and Chief Financial Officer



  
 Signature
Page 
 - Third Amendment - 












 
			
	TALOS ERT LLC,
	TALOS ENERGY PHOENIX LLC,
	TALOS ENERGY OFFSHORE LLC,
	TALOS GULF COAST LLC,
	TALOS GULF COAST OFFSHORE LLC,
	TALOS GULF COAST ONSHORE LLC,
	ANRP (TALOS DC), LLC,
	CKB PETROLEUM, LLC,
	TALOS PETROLEUM LLC,
	STONE ENERGY HOLDING, L.L.C.,
	TALOS RESOURCES LLC,
	TALOS ARGO INC.,
	TALOS ENERGY HOLDINGS LLC,
	TALOS ENERGY LLC,
	TALOS ENERGY OPERATING COMPANY LLC,
	TALOS PRODUCTION FINANCE INC.,
	TALOS ENERGY INTERNATIONAL LLC and
	TALOS OIL AND GAS LLC,
	TALOS EXPLORATION LLC,
	TALOS THIRD COAST LLC,
	as Credit Parties
		
	By:	 	 /s/ Shannon E. Young III

	Name: Shannon E. Young III
	Title: Executive Vice President and Chief Financial Officer
	
	Talos International Holdings SCS, a limited partnership (société en commandite simple), having its registered office address at 6, rue Eugène Ruppert,
L-2453 Luxembourg and registered with the RCS Luxembourg under number B 240.942 acting by its general partner, ANRP (Talos DC), LLC, itself represented by:
		
	By:	 	 /s/ Shannon E. Young III

	Name: Shannon E. Young III
	Title: Executive Vice President and Chief Financial Officer



  
 Signature
Page 
 - Third Amendment - 












 
			
	JPMORGAN CHASE BANK, N.A.,
	as Administrative Agent, a Lender and the Swingline Lender
		
	By:	 	 /s/ Michael Kamauf

	Name: Michael Kamauf
	Title: Authorized Officer



  
 Signature
Page 
 - Third Amendment - 












 
			
	BMO Harris Bank N.A.
	as a Lender
		
	 By:
	 	 /s/ Patrick Johnston

	Name: Patrick Johnston
	Title: Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	 Natixis, New York Branch, as a Lender

		
	 By:
	 	 /s/ Vikram Nath

	 Name: Vikram Nath

	 Title: Director

		
	 By:
	 	 /s/ Ajay Prakash

	 Name: Ajay Prakash

	 Title: Director




  
 Signature
Page 
 - Third Amendment - 












 
			
	The Toronto-Dominion Bank, New York Branch,
	as a Lender
		
	By:	 	 /s/ Brian MacFarlane

	Name: Brian MacFarlane
	Title: Authorized Signatory



  
 Signature
Page 
 - Third Amendment - 












 
			
	Capital One, National Association,
	as a Lender
		
	By:	 	 /s/ Christopher Kuna

	Name: Christopher Kuna
	Title: Senior Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	Citibank, N.A.
	as a Lender
		
	By:	 	 /s/ Phil Ballard

	Name: Phil Ballard
	Title: Vice President



  
 Signature
Page 
 - Third Amendment - 












 
			
	CREDIT SUISSE AG, Cayman Islands Branch,
	as a Lender
		
	By:	 	 /s/ Nupur Kumar

	Name: Nupur Kumar
	Title: Authorized Signatory
		
	By:	 	 /s/ Andrew Griffin

	Name: Andrew Griffin
	Title: Authorized Signatory



  
 Signature
Page 
 - Third Amendment - 












 
			
	KEYBANK NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ George E. McKean

	Name: George E. McKean
	Title: Senior Vice President



  
 Signature
Page 
 - Third Amendment - 












 
			
	MIZUHO BANK, LTD.,
	as a Lender
		
	By:	 	 /s/ Edward Sacks

	Name: Edward Sacks
	Title: Authorized Signatory



  
 Signature
Page 
 - Third Amendment - 












 
			
	Societe Generale
	as a Lender
		
	By:	 	 /s/ Max Sonnonstine

	Name: Max Sonnonstine
	Title: Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	ING CAPITAL, LLC,
	as a Lender
		
	By:	 	 /s/ Lauren Gutterman

	Name: Lauren Gutterman
	Title: Vice President
		
	By:	 	 /s/ Juli Bieser

	Name: Juli Bieser
	Title: Managing Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	REGIONS BANK, as a Lender
		
	By:	 	 /s/ Kelly L. Elmore III

	Name: Kelly L. Elmore III
	Title: Managing Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	UBS AG, STAMFORD BRANCH,
	as a Lender
		
	By:	 	 /s/ Darlene Arias

	Name: Darlene Arias
	Title: Director
		
	By:	 	 /s/ Anthony Joseph

	Name: Anthony Joseph
	Title: Associate Director



  
 Signature
Page 
 - Third Amendment - 












 
			
	GOLDMAN SACHS BANKS USA,
	as a Lender
		
	By:	 	 /s/ Jamie Minieri

	Name: Jamie Minieri
	Title: Authorized Signatory



  
 Signature
Page 
 - Third Amendment - 












 Annex I to Third Amendment 

Amended and Restated 
 Form of
Notice of Borrowing 
 (Exhibit B to Credit Agreement) 

(attached hereto) 

  
 Annex I

 - Third Amendment - 












 EXHIBIT B TO 

CREDIT AGREEMENT 
 FORM OF

 NOTICE OF BORROWING 
 JPMORGAN
CHASE BANK, N.A. 
 712 Main Street 
 Houston, Texas 77002 

Attention: Michael Kamauf 
 [Date] 

Ladies and Gentlemen: 
 Reference is made to the
Credit Agreement, dated as of May 10, 2018, among Talos Energy Inc., a Delaware corporation, Talos Production LLC, a Delaware limited liability company (the “Borrower”), the Lenders from time to time party thereto, JPMORGAN CHASE
BANK, N.A., as Administrative Agent, Collateral Agent and Swingline Lender, JPMORGAN CHASE BANK, N.A., NATIXIS, NEW YORK BRANCH, THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as Issuing Banks, and the other Persons from time to time party thereto (as
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in
the Credit Agreement. 
 The Borrower hereby gives you notice pursuant to Section 2.3 of the Credit Agreement that it requests a
Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: 
  

	 	(A)	 The aggregate principal amount of Borrowing:
                                     



 

	 	(B)	 The date of Borrowing1 (which is a Business Day):
                             



 

	 	(C)	 The type of Borrowing:2
                         



 

	 	(D)	 Interest Period (if LIBOR Borrowing):3
                         



 
  

	1 	 Date of Notice of Borrowing: To be submitted (A) prior to 1:00 p.m. (New York City time) at least three
(3) Business Days prior to each Borrowing of Loans if such Loans are to be initially LIBOR Loans; (B) prior to 11:00 a.m. (New York City time) on the date of each Borrowing of Loans that are to be ABR Loans; or (C) prior to
1:00 p.m. (New York City time) on the date of each Borrowing of Loans that are to be Swingline Loans. 



	2 	 Specify a LIBOR Borrowing, an ABR Borrowing or Swingline Borrowing. 



	3 	 The Interest Period applicable to a LIBOR Borrowing shall be subject to the definition of “Interest
Period” in the Credit Agreement. If no Interest Period is selected, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 



  
 Annex I 

Exhibit B to Credit Agreement – Page 1 

- Third Amendment - 













	 	(E)	 The location and number of the Account to which funds are to be disbursed:
                             



The Borrower hereby certifies pursuant to Section 7(d) of the Credit Agreement: 

 

	 	(1)	 the following accurately describes the intended use of proceeds from such Borrowing:
                         


  

	 	(2)	 the conditions set forth in this Section 7(d) of the Credit Agreement shall be satisfied (i) as of
the date of such Notice of Borrowing and (ii) after giving effect to the requested Borrowing. 


 The Borrower hereby
certifies4 pursuant to Section 7(e) of the Credit Agreement the Third Amendment Availability Cap in effect on the date of this Borrowing is:
                    . 
  

 

	4 	 The certifications required by Section 7(e) are required from the Third Amendment Effective Date until
later of (i) the Third Amendment Acquisition Outside Date and (ii) the first redetermination of the Borrowing Base following the Third Amendment Effective Date. 



  
 Annex I 

Exhibit B to Credit Agreement – Page 2 

- Third Amendment - 












 
			
	TALOS PRODUCTION LLC
		
	By:	 	  

		 	Name:
		 	Title:



  
 Annex I 

Exhibit B to Credit Agreement – Page 3 

- Third Amendment -