EX-10.15




 Exhibit 10.15 

WAIVER AGREEMENT 
 This
WAIVER AGREEMENT is dated as of August 16, 2012 (this “Agreement”) by and among Plains Offshore Operations Inc., a Delaware corporation (“Company”), PXP Resources LLC, a Delaware limited
liability company (“PXP LLC”), Plains Exploration & Production Company, a Delaware corporation (together with any Affiliate of Plains Exploration & Production Company, “PXP”), and
each Investor named on the signature pages hereto. The parties to this Agreement are collectively referred to herein as the “Parties” Capitalized terms not defined herein have the meaning ascribed to them in the Stockholders
Agreement (as defined below). 
 WHEREAS, the Parties are party to that certain Stockholders Agreement dated November 17, 2011,
as amended by Amendment No. 1 thereto dated as of December 22, 2011 and Amendment No. 2 thereto dated as of January 31, 2012 (the “Stockholders Agreement”); 

WHEREAS, PXP proposes to purchase certain Deepwater GOM Assets, including all or certain interests of BP Exploration &
Production Inc. and BP America Production Company in and near the Holstein, Diana, Hoover, Horn Mountain, Ram Powell, and Marlin Hub Fields, and certain interests of Royal Dutch Shell plc in and near the Holstein Field, including but not limited to
the following offshore blocks: Alaminos Canyon 25 and 26, East Breaks 945, 946 and 989, Green Canyon 644, 645 and 688, Mississippi Canyon 82, 84, 85, and 126 - 129, and Viosca Knoll 871, 911 - 913, 915, and 955 - 957 (collectively, the
“GOM Assets”); 
 WHEREAS, pursuant to Section 2.02(c) of the Stockholders Agreement, in the event that
PXP acquires the GOM Assets, PXP is required to offer to sell the GOM Assets to the Company within thirty (30) days after such acquisition (the closing date of PXP’s acquisition of the GOM Assets is referred to herein as the
“GOM Asset Closing Date”); and 
 WHEREAS, the Parties desire to set forth the terms under which the Company
will waive its right to purchase the GOM Assets under the Stockholders Agreement. 
 NOW THEREFORE, the Parties hereby agree as
follows: 
 1. Waiver of Right to Purchase. Notwithstanding the provisions of Section 2.02(c) of the Stockholders Agreement, the
Parties hereby agree that PXP may bid for and acquire the GOM Assets; provided that PXP shall provide to the Company notice of any such proposed acquisition not less than seventy-five (75) days prior to the GOM Asset Closing Date, which
notice shall contain a summary of the terms on which PXP proposes to acquire the GOM Assets (the “PXP Notice”). The Company shall have the right to elect to purchase the GOM Assets in full, but not in part, on the terms set
forth in the PXP Notice if, and only if, the Investors (by Majority Preferred Approval) approve such acquisition from PXP and the Company can provide a financing plan for its acquisition that is agreed upon by PXP and the Investors (by Majority
Preferred Approval) within sixty (60) days after receipt of the PXP Notice. In the event the Company acquires the GOM Assets, any equity component of the approved financing plan shall be funded by PXP and the Investors through purchases of
Class A Common Stock, Class B Common Stock or Common Stock, as applicable, in accordance with the terms of Section 2.02(c) of the Stockholders Agreement as though such acquisition were an acquisition of Deepwater GOM Assets by Company
elected in accordance with Section 2.02(c) of the Stockholders Agreement unless the 








 
Parties agree otherwise. The Company shall use commercially reasonable efforts to arrange such financing plan on the best terms available in the market. Such financing plan may require, among
other things, amendments to the Credit Agreement and the Company’s dividend policy set forth in the Certificate of Designation if agreed to by PXP and Majority Preferred Approval. Without limiting the ability of the parties to agree on a
financing plan on other terms, if senior debt financing for the acquisition can be obtained by the Company on terms consistent with customary industry borrowing based standards, and PXP approval and Majority Preferred Approval is obtained for such
financing plan (including the equity component thereof) within said sixty (60) day period the Company shall use commercially reasonable efforts to obtain all other approvals for such financing plan and to exercise the right to purchase the GOM
Assets. If a financing plan cannot be agreed upon by PXP and the Investors within said sixty (60) day period and any GOM Assets are acquired by PXP rather than the Company within 180 days of the date hereof, the Company shall be deemed to have
waived any interest in, or right to purchase from PXP, any of the GOM Assets and the provisions of Section 2 hereof shall automatically operate. The Company shall provide the Investors such information as they may reasonably request from time
to time regarding the terms of the acquisition or the financing plan, including periodic updates on status of the Company’s efforts to arrange such financing. PXP shall cooperate in efforts to arrange the financing plan and any acquisition of
the GOM Assets by the Company in accordance with the terms of this Section 1. The provisions of this Section 1 shall be deemed limited to an acquisition of GOM Assets that occurs within 180 days of the date hereof. 

2. In accordance with the provisions of Section 1 above, if a financing plan cannot be agreed upon by PXP and the Investors and any GOM
Assets are acquired by PXP rather than the Company within 180 days of the date hereof, the Parties hereby amend the Stockholders Agreement as follows: 
  

	 	a.)	Add Section 1.01(kkk) as follows: 

 (kkk) “AMI Assets” means any right,
title or interest, of any kind or character, in those certain deepwater Gulf of Mexico blocks currently owned by the Company including those set forth on Schedule B at all depths (the “Subject Blocks”) and those deepwater Gulf of
Mexico blocks within a one-block contiguous halo of each Subject Block to the extent that said contiguous halo blocks are identified with potential Pliocene-aged reservoirs (including in each case the equity interests of a company that owns any such
assets). 
  

	 	b.)	Delete Section 2.02(c) in its entirety and replace it with the following: 

 (c)
Exclusivity. PXP may acquire any AMI Assets, provided that, within thirty (30) days after the closing of such acquisition, PXP offers, by written notice, to sell such assets to the Company for an amount equal to the purchase price
of such assets plus PXP’s reasonable transaction costs. The Company shall notify 

  
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PXP as to whether it will acquire such AMI Assets within thirty (30) days after receipt of a written offer from PXP. The Company shall take all action necessary or appropriate to seek the
vote or consent to approve such offer by the holders of Preferred Stock and, prior to an Initial Public Offering, the holders of Common Shares, each voting separately as a class (except that the holders of Common Shares shall vote together as a
single class), and in connection therewith shall provide all such holders with all material information relating to such offer and such assets. PXP agrees, and agrees to cause its Affiliates, to vote or consent all of their respective Common Shares
(if such vote or consent is sought prior to an Initial Public Offering and determined by the Company to be necessary) and Preferred Stock entitled to vote or consent to approve such offer in the same proportion as the holders of the Preferred Stock
other than PXP or its Affiliates, voting separately as a class, not later than three (3) days after the vote or consent thereon by the holders of the Preferred Stock other than PXP or its Affiliates. The Company shall accept such offer if (and
only if) it has obtained: (i) prior to an Initial Public Offering, the Majority Preferred Approval (without any further requirement of approval by the Board of Directors); and (ii) after an Initial Public Offering, the approval of the
Board of Directors. If the Company agrees to acquire any AMI Assets prior to an Initial Public Offering under this Section 2.02(c), then each of the holders of Common Stock, Class A Common Stock and Class B Common Stock (the
“Common Stockholders”) and Preferred Stockholders shall contribute its proportionate share (determined on an as-converted basis) of any capital necessary to fund such acquisition through the purchase from the Company of additional
shares of Class A Common Stock at a price of $20.00 per share; provided, however, that notwithstanding anything to the contrary in Section 3.08, any or all of MTP Energy Master Fund Ltd., MTP Energy Opportunities Fund I LLC,
MTP Opportunity Fund, LLC, Triangle Peak Partners Private Equity, LP and Hipparchus Fund LP (each, together with its Affiliates, a “Magnetar Fund”) or FSEP Term Funding, LLC, FS Investment Corporation, and Locust Street Funding LLC
(each, together with its Affiliates, a “GSO Fund”), may assign, in whole or in part (including without limitation an assignment limited to a particular offer under this Section 2.02(c)), its rights and (to the extent
related to such assigned rights) obligations under this Section 2.02(c), in their capacity as holders of Preferred Stock, to acquire additional shares of Class A Common Stock to one or more of Energy Fund XV, L.P., Energy Fund XV-A,
L.P., Energy Fund XV-B, L.P. and Energy XV Blocker (Plains), LLC (each, together with its Affiliates, an “EIG Fund” and collectively “EIG”), subject to the assignee EIG Fund assuming such assigned obligations under
this Section 2.02(c) and notifying the Company of such assignment and assumption (and specifying the rights and obligations assigned and assumed) and (1) to the extent an EIG Fund assumes such obligations under this
Section 2.02(c), the Magnetar Fund or GSO Fund assigning such obligations under this Section 2.02(c) shall be relieved of such rights and obligations under this Section 2.02(c) and (2) the rights and
obligations so assigned and assumed shall be deemed to be the rights and obligations of the EIG Fund that has assumed such obligations; provided further, however, that if any holder of Common Stock,


  
 3 









 
Class A Common Stock or Class B Common Stock fails to purchase such additional shares of Class A Common Stock, then PXP shall acquire such additional shares of Class A Common
Stock. If the foregoing applicable approval is obtained, then the Company shall (and PXP shall cause the Company to) take all action necessary or appropriate to accept such offer within thirty (30) days after receipt of the written offer from
PXP. Notwithstanding the foregoing, the restrictions and requirements in this section shall not apply (1) from and after the tenth anniversary of the Closing Date, (2) to opportunities not accepted by the Company in writing within thirty
(30) days after receipt of a written offer from PXP, (3) from and after the time that PXP owns less than 50% of all the outstanding Common Stock on a Fully Diluted Basis, (4) to PXP’s investment in McMoRan Exploration Company or
to any passive investments of PXP in which it holds not more than 10% of any outstanding class of capital stock (not involving board of directors representation) of a publicly held company that owns any AMI Assets, (5) to PXP’s acquisition
of all of the stock or all the assets of any person that owns, among other things, any AMI Assets, as long as the fair market value of such person’s AMI Assets constitute less than 25% of the aggregate fair market value of the total assets
being acquired by PXP pursuant to this clause (5) or (6) to any AMI Assets acquired by PXP after the date hereof which are subject to any area of mutual interest, buy-back, preferential or similar pre-emptive right to purchase in favor of
third parties under the terms of Applicable Contracts; provided that PXP shall offer to the Company pursuant to this Section 2.02(c) any AMI Assets for which such third parties have failed to exercise their area of mutual
interest, buy-back, preferential or similar pre-emptive rights to purchase and the time periods under this Section 2.02(c) shall be extended by the number of days such rights of third parties
remain open. Within three days after any acquisition of any AMI Assets by PXP pursuant to clause (6) of the preceding sentence, PXP shall notify the Company (including the Preferred Nominee) and the Investors of such acquisition and the time
periods for the exercise of such third party rights; provided, however, that PXP shall not be required to notify the Investors if it is contractually prohibited from providing such notification (but only to the extent of such prohibition).
Notwithstanding the foregoing, in the event PXP acquires any AMI Assets and offers such AMI Assets to the Company in accordance with the first sentence of this Section 2.02(c), then to the extent the Company has available funds under the
Approved Budget for the purchase of AMI Assets (up to an aggregate of $40 million), the Company shall be required to purchase such assets from PXP (and shall not be required to obtain Majority Preferred Approval for such purchase). The Company shall
purchase such assets from PXP for an amount equal to the purchase price of such assets plus PXP’s reasonable transaction costs (without the requirement for the Common Stockholders, PXP or the Preferred Stockholders to contribute their
proportionate share of the purchase price of such AMI Assets). If the Company accepts an offer from PXP to purchase any AMI Assets pursuant to this Section 2.02(c), then PXP and the Company will enter into an asset purchase agreement
with the customary terms that are reasonably acceptable to each party; provided, however, it shall not be reasonable for the Company to refuse to execute an asset purchase agreement that contains identical or less burdensome terms than the
terms by which PXP acquired the applicable AMI Assets. 
  

	 	c.)	Add as Schedule B to the Stockholders Agreement the Schedule B attached hereto. 


  
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 3. If and only if Sections 1.01 and 2.02 of the Stockholders Agreement are amended pursuant to
the terms of Section 2 of this Agreement, then Plains Exploration & Production Company shall pay to the Investors on the GOM Closing Date, in accordance with each Investors pro-rata share of Preferred Stock ownership, the total sum of
$20,000,000.00 as an amendment fee, which, notwithstanding any provision of the Transaction Documents to the contrary, shall not be included in any determination of the Tax Adjustment Amount, and the Company may transfer on the GOM Closing Date all
of its rights in the Winter Park Prospect, identified on Exhibit “A” attached hereto, to the seller(s) of the GOM Assets. 
 4. If
the Company is not deemed to have waived any interest or right to purchase the GOM Assets and the Stockholders Agreement is not amended in accordance with Sections 1 and 2 of this Agreement, then nothing contained in this Agreement shall be deemed
to be a waiver by the Company of any of its rights under Section 2.02(c) of the Stockholders Agreement with regard to any acquisitions by PXP of Deepwater GOM Assets. For the avoidance of doubt, nothing herein waives any rights other than those
rights under Section 2.02(c). 
 5. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed
an original instrument, but all such counterparts together shall constitute but one agreement. Facsimiles of signatures or signatures delivered in portable document format (.pdf) will be deemed to be originals. 

6. Governing Law. This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, United States of
America without regard to principles of conflicts of laws that would direct the application of the Laws of another jurisdiction 
 [Signature
Pages Follow.] 

  
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 IN WITNESS WHEREOF, this Agreement has been signed by each of the Parties as of the date first
above written. 
  

					
	PLAINS OFFSHORE OPERATIONS INC.
		
	By:	 	/s/ Winston M. Talbert
		 	  

		 	Name:	 	Winston M. Talbert
		 	Title:	 	Vice President & Treasurer
	
	PXP RESOURCES LLC
		
	By:	 	/s/ Winston M. Talbert
		 	  

		 	Name:	 	Winston M. Talbert
		 	Title:	 	Vice President & Treasurer
	
	PLAINS EXPLORATION & PRODUCTION COMPANY
		
	By:	 	/s/ Winston M. Talbert
		 	  

		 	Name:	 	Winston M. Talbert
		 	Title:	 	Executive Vice President and Chief Financial Officer



  
 [Signature Page to
Waiver Agreement] 









 
					
	INVESTORS:
	
	ENERGY FUND XV, L.P.
		
	By:	 	Energy Management Company, LLC, as Sub-advisor to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund XV
		
	By:	 	/s/ Kurt A. Talbot
		 	  

		 	Name:	 	Kurt A. Talbot
		 	Title:	 	Co-president and Chief Investment Officer
		
	By:	 	/s/ Patrick H. Hickey
		 	  

		 	Name:	 	Patrick H. Hickey
		 	Title:	 	Senior Vice President
	
	ENERGY FUND XV-A, L.P.
		
	By:	 	Energy Management Company, LLC, as Sub-advisor to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund XV-A
		
	By:	 	/s/ Kurt A. Talbot
		 	  

		 	Name:	 	Kurt A. Talbot
		 	Title:	 	Co-president and Chief Investment Officer
		
	By:	 	/s/ Patrick H. Hickey
		 	  

		 	Name:	 	Patrick H. Hickey
		 	Title:	 	Senior Vice President



  
 [Signature Page to
Waiver Agreement] 









 
					
	INVESTORS:
	
	ENERGY FUND XV-B, L.P.
		
	By:	 	Energy Management Company, LLC, as Sub-advisor to and Attorney-in-Fact for TCW Asset Management Company, Manager of Fund XV-B
		
	By:	 	/s/ Kurt A. Talbot
		 	  

		 	Name:	 	Kurt A. Talbot
		 	Title:	 	Co-president and Chief Investment Officer
		
	By:	 	/s/ Patrick H. Hickey
		 	  

		 	Name:	 	Patrick H. Hickey
		 	Title:	 	Senior Vice President
	
	ENERGY XV BLOCKER (PLAINS), LLC
		
	By:	 	Energy Management Company, LLC, as Manager of Fund XV Blocker-(Plains)
		
	By:	 	/s/ Kurt A. Talbot
		 	  

		 	Name:	 	Kurt A. Talbot
		 	Title:	 	Co-president and Chief Investment Officer
		
	By:	 	/s/ Patrick H. Hickey
		 	  

		 	Name:	 	Patrick H. Hickey
		 	Title:	 	Senior Vice President



  
 [Signature Page to
Waiver Agreement] 









 
					
	INVESTORS:
	
	MTP ENERGY MASTER FUND LTD
		
	By:	 	MTP Energy Management LLC, its investment manager
		
	By:	 	Magnetar Financial LLC, its sole member
		
	By:	 	/s/ Douglas Litowitz
		 	  

		 	Name:	 	Douglas Litowitz
		 	Title:	 	Counsel
	
	MTP ENERGY OPPORTUNITIES FUND I LLC
		
	By:	 	MTP Energy Management LLC, its manager
		
	By:	 	Magnetar Financial LLC, its sole member
		
	By:	 	/s/ Douglas Litowitz
		 	  

		 	Name:	 	Douglas Litowitz
		 	Title:	 	Counsel
	
	HIPPARCHUS FUND LP
		
	By:	 	Magnetar Financial LLC, its general partner
		
	By:	 	/s/ Douglas Litowitz
		 	  

		 	Name:	 	Douglas Litowitz
		 	Title:	 	Counsel



  
 [Signature Page to
Waiver Agreement] 









 
					
	INVESTORS:
	
	MTP OPPORTUNITY FUND, LLC
		
	By:	 	BAA Co-Investment Fund III (GenPar), LLC
		
	By:	 	BlackRock Alternative Advisors GP Holdings, LLC, its sole member
		
	By:	 	BlackRock Financial Management, Inc., its managing member
		
	By:	 	/s/ J. David Matter
		 	  

		 	Name:	 	J. David Matter
		 	Title:	 	Managing Director
		
	By:	 	/s/ Lawrence M. Gail
		 	  

		 	Name:	 	Lawrence M. Gail
		 	Title:	 	Managing Director



  
 [Signature Page to
Waiver Agreement] 









 
					
	TRIANGLE PEAK PARTNERS PRIVATE EQUITY, LP
		
	By:	 	Triangle Peak Partners Private Equity GP, LLC, its general partner
		
	By:	 	/s/ Dain Degroff
		 	  

		 	Name:	 	Dain Degroff
		 	Title:	 	Managing Member



  
 [Signature Page to
Waiver Agreement] 









 
					
	INVESTORS:
	
	FSEP TERM FUNDING, LLC
		
	By:	 	FS Energy and Power Fund, as Sole Member
		
	By:	 	GSO Capital Partners LP, as Sub-Advisor
		
	By:	 	/s/ Daniel H. Smith
		 	  

		 	Name:	 	Daniel H. Smith
		 	Title:	 	Authorized Signatory
	
	FS INVESTMENT CORPORATION
		
	By:	 	GSO / Blackstone Debt Funds Management LLC, as Sub-Advisor
		
	By:	 	/s/ Daniel H. Smith
		 	  

		 	Name:	 	Daniel H. Smith
		 	Title	 	Authorized Signatory
	
	LOCUST STREET FUNDING LLC
		
	By:	 	FS Investment Corporation, as Sole Member
		
	By:	 	GSO / Blackstone Debt Funds Management LLC, as Sub-Advisor
		
	By:	 	/s/ Daniel H. Smith
		 	  

		 	Name:	 	Daniel H. Smith
		 	Title:	 	Authorized Signatory



  
 [Signature Page to
Waiver Agreement] 









 Schedule B 
  

					
	 Prospect Name
	  	 Area Name
	  	 Block

	Abaco	  	Garden Banks	  	564
	Absinthe	  	Garden Banks	  	380
	Argenteuil West	  	Green Canyon	  	81
	Aruba	  	Garden Banks	  	568
	Aruba	  	Garden Banks	  	569
	Augustus	  	Walker Ridge	  	754
	Augustus	  	Walker Ridge	  	843
	Augustus	  	Walker Ridge	  	799
	Augustus	  	Walker Ridge	  	798
	Augustus	  	Walker Ridge	  	755
	Capri	  	Keathley Canyon	  	636
	Capri	  	Keathley Canyon	  	637
	Capri	  	Keathley Canyon	  	681
	Capri	  	Keathley Canyon	  	726
	Capri	  	Keathley Canyon	  	727
	Chilkoot	  	Green Canyon	  	408
	Chilkoot	  	Green Canyon	  	276
	Chilkoot	  	Green Canyon	  	364
	Chilkoot	  	Green Canyon	  	320
	Chilkoot	  	Green Canyon	  	319
	Chilkoot Extension	  	Green Canyon	  	277
	Corsica	  	Keathley Canyon	  	775
	Corsica	  	Keathley Canyon	  	731
	Corsica	  	Keathley Canyon	  	732
	Cuba	  	Garden Banks	  	698
	Cuba	  	Garden Banks	  	654
	Diamondhead	  	Green Canyon	  	267
	Dutch	  	Walker Ridge	  	929
	Dutch	  	Walker Ridge	  	930
	Elba	  	Keathley Canyon	  	865
	ESP	  	Keathley Canyon	  	604
	ESP	  	Keathley Canyon	  	558
	ESP	  	Keathley Canyon	  	560
	ESP	  	Keathley Canyon	  	559
	Fredericksburg	  	De Soto Canyon	  	486
	Fredericksburg	  	De Soto Canyon	  	487
	Giverny	  	Green Canyon	  	349
	Giverny	  	Green Canyon	  	393
	Grand Cayman West	  	Garden Banks	  	516
	Grand Cayman West	  	Garden Banks	  	560
	Haystack	  	Green Canyon	  	333
	Kanzi	  	Alaminos Canyon	  	784
	Kanzi	  	Alaminos Canyon	  	782
	Kanzi	  	Alaminos Canyon	  	828
	Kanzi	  	Alaminos Canyon	  	827










 Schedule B 
  


					
	 Prospect Name
	  	 Area Name
	  	 Block

	Kanzi	  	Alaminos Canyon	  	826
	Kanzi	  	Alaminos Canyon	  	738
	Kingstown	  	Garden Banks	  	565
	Kingstown	  	Garden Banks	  	566
	Kodiak SE	  	Mississippi Canyon	  	772
	Kona	  	Green Canyon	  	631
	Kona	  	Green Canyon	  	587
	Kona	  	Green Canyon	  	543
	Lucius	  	Keathley Canyon	  	874
	Lucius	  	Keathley Canyon	  	875
	Lucius	  	Keathley Canyon	  	918
	Lucius	  	Keathley Canyon	  	919
	Lucius Offset	  	Keathley Canyon	  	876
	Lucius Offset	  	Keathley Canyon	  	920
	Marcus	  	Keathley Canyon	  	877
	Monterrey	  	Keathley Canyon	  	106
	Monterrey	  	Keathley Canyon	  	61
	Monterrey	  	Keathley Canyon	  	105
	Moulin	  	Garden Banks	  	468
	Nassau	  	Garden Banks	  	521
	Night Watch	  	Garden Banks	  	156
	Norman	  	Garden Banks	  	435
	Northwood	  	Green Canyon	  	989
	Northwood	  	Green Canyon	  	943
	Northwood	  	Green Canyon	  	987
	Northwood	  	Green Canyon	  	944
	Northwood	  	Green Canyon	  	901
	Northwood	  	Green Canyon	  	945
	Phobos	  	Sigsbee Escarpment	  	39
	Phobos	  	Sigsbee Escarpment	  	40
	Phobos	  	Sigsbee Escarpment	  	41
	Phobos	  	Sigsbee Escarpment	  	82
	Phobos	  	Sigsbee Escarpment	  	83
	Phobos	  	Sigsbee Escarpment	  	84
	Rex	  	Keathley Canyon	  	869
	Rex	  	Keathley Canyon	  	913
	Rickenbacker	  	Keathley Canyon	  	514
	Rickenbacker	  	Keathley Canyon	  	471
	Rickenbacker	  	Keathley Canyon	  	515
	Rum Cay	  	Garden Banks	  	645
	Rum Cay	  	Garden Banks	  	646
	Salida	  	Garden Banks	  	988
	Salida	  	Garden Banks	  	989
	Salida	  	Garden Banks	  	990










 Schedule B 
  


					
	 Prospect Name
	  	 Area Name
	  	 Block

	Salida	  	Keathley Canyon	  	21
	Salus	  	Keathley Canyon	  	817
	Salus	  	Keathley Canyon	  	818
	Samana Cay	  	Garden Banks	  	475
	Samana Cay	  	Garden Banks	  	474
	Sasquatch	  	Green Canyon	  	954
	Silverfox	  	Green Canyon	  	866
	Smokers	  	Garden Banks	  	153
	Stratus Deep	  	Garden Banks	  	649
	Surge	  	Green Canyon	  	30
	Surge	  	Green Canyon	  	31
	Terrebonne	  	Green Canyon	  	497
	Terrebonne	  	Green Canyon	  	496
	Terrebonne	  	Green Canyon	  	452
	Terrebonne	  	Green Canyon	  	453
	Terrebonne North	  	Green Canyon	  	409
	Zephir	  	Keathley Canyon	  	492
	Zephir	  	Keathley Canyon	  	449
	Zephir	  	Keathley Canyon	  	448
	Zephir	  	Keathley Canyon	  	493
	Winter Park	  	Green Canyon	  	583
	Winter Park	  	Green Canyon	  	627
	Winter Park	  	Green Canyon	  	628









 EXHIBIT “A” 

WINTER PARK PROSPECT 
  

							
	 Area
	  	Lease	  	Block	  	Company Contractual Interest
	 Green Canyon
	  	OCS-G 25170	  	Block 583	  	13.33%
	 Green Canyon
	  	OCS-G 25174	  	Block 627	  	13.33%
	 Green Canyon
	  	OCS-G 25175	  	Block 628	  	13.33%