5. release/cancellation of that certain alabama leasehold ... · dyna-mac engineering services pte...

PHELPS D U N B A R Louisiana | Mississippi | Texas | Florida | Alabama | North Carolina | London

LYNN ROSE p a r a l e 8 a l Mav 17 2017

(504) 566-13.1 ext. .434 1 V l d y L ' t W l l 2 4 0 2 6 _ ,

a MAY 2 3 2017

ADJUDICATION SECTION

VIA US MAIL

United States Department of the Interior Bureau of Ocean Energy Management Attn: Adjudication Dept. 1201 Elmwood Park Blvd. New Orleans, LA 70123-2394

Re: ING Bank NV/Thunder Hawk Facility Financing

Dear Sir:

Enclosed for filing with your office please find copies of following documents:

1. Release/Cancellation of that certain Louisiana Mortgage and Collateral Assignment of Leases and Rents by SBM Thunder Hawk S.A in favor of ING Bank N.V., dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 2 - release of mortgages and liens);

2. Release/Cancellation of that certain Louisiana Leasehold Mortgage and Collateral Assignment of Leases and Rents by SBM Gulf Production LLC in favor of SBM Thunder Hawk S.A., dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 2 - release of mortgages and liens);

6> [ 3 / Termination of that certain Memorandum of Lease (Louisiana) by and -^between SBM Thunder Hawk S.A. and SBM Gulf Production LLC,

dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 8-miscellaneous);

4. Release/Cancellation of that certain Alabama Mortgage, Collateral Assignment of Leases and Rents, Assignment of Mortgage, Security Agreement and Fixture Filing by SBM Thunder Hawk, S.A. in favor of ING Bank, N.V. dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 2 - release of mortgages and liens);

_ COUNSELORS AT LAW_

CJra?i^0|10jt5 Canal Street, Suite 2000 | New Orleans, Louisiana 70130-6534 | 504-566-1311 | 504-568-9130 Fax | phelpsdunbar.com

United States Department of the Interior Bureau of Ocean Energy Management May 17, 2017

5. Release/Cancellation of that certain Alabama Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by SBM Gulf Production,LLC in favor of SBM Thunder Hawk, S.A. dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G21778 (Please file this document under Category 2 - release of mortgages and liens);

6. Termination of that certain Memorandum of Lease (Alabama) by and between SBM Thunder Hawk S.A. and SBM Gulf Production, LLC dated July 22, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 8-miscellaneous);

7. Release/Cancellation of that certain Mississippi Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing and Collateral Assignment of Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing by SBM Thunder Hawk, S.A. in favor of ING Bank, N.V. dated July 27, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 8- miscellaneous);

8. Termination of that certain Memorandum of Lease (Mississippi) by and between SBM Thunder Hawk S.A. and SBM Gulf Production LLC, dated July 27, 2009, pertaining to Federal Lease Nos. OCS-G 27306 and OCS-G 21778 (Please file this document under Category 8-Miscellaneous); and

9. Release/Cancellation of that certain Mississippi Leasehold Deed of Trust, Security Agreement, Assignment of Leases and Rents, and Fixture Filing by SBM Gulf Production LLC in favor of SBM Thunder Hawk S.A., dated July 27, 2009, pertaining to Federal Lease Nos. OCS-G27306 and OCS-G 21778 (Please file this document under Category 8-miscellaneous).

PD.21483010.1

United States Department of the Interior Bureau of Ocean Energy Management May 17, 2017

1 have provided our receipts for each document in the total amount of $522.00 (or $58.00 per document filing) evidencing payment of your filing fees. I have enclosed an extra copy of each document for you to date stamp and return to me. If you have any questions you may contact me at (504) 566-1311, ext. 1434.

.ynn Rose Paralegal

Enclosures

PD.21483010.1

T U R L I C H - V A U G H A N Clerk of Court & Ex-Officio Recorder

Twenty-Fif th Judicial District Parish of Placjuemines

www.clerk25th.com MAY 2 3 2017

ADJUDICATION SECTION

I , the undersigned Clerk of Court and Ex-Officio Recorder in and for this Parish and

State, do hereby certify that I have on April 21, 2017, released from the records of my office (by

notation in the margin only) that certain Memorandum of Lease dated July 22, 2009, granted

by SBM THUNDER HAWK S.A. in favor of SBM GULF PRODUCTION, LLC, and duly

recorded in COB 1207, Folio 721.

GIVEN UNDER MY HAND AND SEAL OF OFFICE in Belle Chasse, Louisiana, on

April 21, 2017.

BettTna K. PhiMips Deputy Clerk of Court and Recorder

Plaquemines Parish Recording Page

Kim Turlich-Vaughan Clerk of Court

PO Box 40 Belle Chasse, LA 70037

(504)297-5180

Received From : Attn: LYNN ROSE PHELPS DUNBAR, LLP 365 CANAL STREET SUITE 2000

NEW ORLEANS, LA 70130

First VENDOR

|DJ i S E 1 If E

i MAY 2 3 2017 mt J

ADJUDICATION SECTION SBM GULF PRODUCTION LLC

First VENDEE SBM THUNDER HAWKS A

Index Type: CONVEYANCE

Type of Document: TERMINATION

Recording Pages : 12

File Number: 2017-00001463

Book: 1378 Page: 10

Recorded Information

I hereby certify that the attached document was filed for registry and recorded in the Clerk of Court's office for Plaquemines Parish, Louisiana

On (Recorded Date): 04/21/2017

At (Recorded Time): 3:10:01PM

Doc ID - 005004600012

CLERK OF COURT KIM TURLICH-VAUGHAN

Parish of Plaquemines I certify that this Is a true copy of the attached

document that was filed for registry and Recorded 04/21/2017^1 3:10:01

v Recorded in Book 13^8 V a g e 10 File Number 2017-OOcfo 1463

Deputy Clerk ^

Return To : Attn: LYNN ROSE

Do not Detach this Recording Page from Original Document

COUNTRY OF ENGLAM)

C I T Y OF LONDON

TERMINATION OF LEASE AND MEMORANDUM OF LEASE

Tff lS TERMINATION OF LEASE AND MEMORANDUM OF LEASE is executed as of 3.3 MoxO-t , 20f f by SBM THUNDER HAWK S.A. a Swiss company having a mailing address of 5 Route de Fribourg, CH 1723, Marly 1, Switzerland ("Lessor"') and SBM GULF PRODUCTION, LLC, a Delaware limited liability company having a mailing address of 1255 Enclave Parkway, Suite 600, Houston, Texas 77077 ("Lessee").

RECITALS:

A. Lessor and Lessee entered into a Memorandum of Lease (Louisiana) recorded in the conveyance records of Plaquemines

Parish on July 24, 2009 at COB 1207, page 721, Conveyance Instrument No. 2009-3179 C'Memorandum of Lease") in connection with that certain unrecorded Facility Lease Agreement dated as of July 22, 2009 ("Lease"), between Lessor and Lessee, leasing certain property described in Exhibit A attached hereto.

NOW, THEREFORE, in consideration of the above recital, and for other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Lessor and Lessee hereby terminate the Lease and Memorandum of Lease as to the property described on Exhibit A.

2. Lessor and LesseeL-hereby request and authorize the Clerk of Court for the Parish of Plaquemines, Louisiana to record and index this Termination of Lease and Memorandum of Lease in the margin of his records at COB 1207, page 721, Conveyance Instrument No. 2009-3179 to serve as occasion may require.

3. This Tennination of Lease and Memorandum of Lease may be executed in multiple counterparts, each of which shall be deemed an original thereof.

[the-remainder of page is intentionally left blank]

PD.l 9637143.1

/ This act has been passed in /jsmpotO t*jC{tAK0 on the Z% day of L_ in the presence of the undersigned competent witnesses and me, Notary Public, after due

reading ofthe whole.

WITNESSES: LESSOR: SBM THUNDER HAWK S.A.

Print name: / t f & f i j M I ^ V / f / t / o ^ By:

Print name: EM&IINA- ^ J k ^ t ^ T f A

Name: A ^ r ^ V f e ^ - fet-A-r^g'T Title: Agent and Attorney-in-Fact

NOTARY PUBLIC Print Name: ^gS€<ur foTT \ JSASI

Notary Id./Bar Roll No.: N I ^ My Commission Expires: Ar TltftVrX,

Notary Public London, England (Robert S. Kerss') My Commission expires at Death

Plaquemines Parish - Termination of Lease and Memorandum of Lease

This act has been passed in l6ivfl)o*J t>'£p-Aw9 on the 11 day of MlUX I t f -201C, in the presence of the undersigned competent witnesses and me, Notary Public, after due reading ofthe whole.

WITNESSES: LESSEE: SBM GULF PRODUCTION, LLC

Print name: A j € C $ f a t f f h H A M n r ^ By: Name: MfffrA-** Pfr-g- to-fr^ Title: Agent and Attorney-in-Fact

Print name: -g/JgTL/W kAjMOUjrJcA

NOTARY PUBLIC Print Name: 1kt3££-r Sc^TT ULLS Notary Id./Bar Roll No.:_ N (A My Commission Expires: A-t' ffiATH.

Wotay Public London, England (Roberts. Kecssi) My Coinmission expires at Death


EXHIBIT A

Description and Location of the Platfonn.

Description of the Governmental Leases on which the Unit will be located:

1. Federal Lease No. OCS-G 27306, dated effective as of 1 June 2005, affecting all of Block 736, Mississippi Canyon, OCS Official Protraction Diagram, NH 16-10, Gulf of Mexico, United States of America, containing approximately 5,760 acres. The block is shown on maps of the Gulf of Mexico Outer Continental Shelf produced by and available in the records of the U.S. Department of the Interior, Minerals Management Service, Gulf of Mexico OCS Region office.

The Unit is described below.

Description of the Governmental Lease from which production of Hydrocarbons is subject to the PHA:

2. Federal Lease No. OCS-G 21778, dated effective as of 1 June 2000, affecting all of Block 734, Mississippi Canyon, OCS Official Protraction Diagram, NH 16-10, Gulf of Mexico, UnitedStates of America, containing approximately 5,760 acres.

Description of the Unit Name Thunder Hawk Year of Building 2007, 2008 Builder (Hull) Builder (Topsides)

Dyna-Mac Engineering Services Pte Ltd Kiewit Offshore Services Ltd

Type Semi-Submersible Floating Production Unit Riser/umbilical payload 3,600 st Topsides payload"(oper. w/fiiture) 9,180 st Topsides payload (future module) 1,000 st Deck (two level) 140 x 180 ft Future module (two level) 140 x40 ft Overall width 232 ft Overall length 232 ft Pontoon size 26x38 ft Column size 46 x 46 ft Column height (fr keel) 170 ft

, Operating draft 105 ft Displacement @ operating draft 45,960 st Primary steel weight 11,840 st Classification Society American Bureau of Shipping Class A l Floating Offshore Installation


ential

Dated r - 2017

SBM Thunder Hawk S.A.

in favour of

ELEANOR MARTIN

ALEXANDER BLANEY

OLIVIA COX

and

TOM CAPEL

POWER OF ATTORNEY

NORTON ROSE FULBRIGHT

.NOW ALL MEN BY THESE PRESENTS that BY THIS POWER OF ATTORNEY SBM Thunder Hawk SA. (the "Borrower") a company duly incorporated in and governed by the laws of Switzerland with registered address 5 Route de Fribourg, CH 1723 Marly, Switzerland does hereby make constitute and appoint each of Eleanor Martin, Alexander Blaney, Olivia Cox and Tom Capel each of Norton Rose Fulbright LLP, 3 More London Riverside, London, SE1 2AQ, England (each an "Attorney" and together the "Attorneys") jointly and each of them, acting individually and severally, to be its true and lawful attorneys-in-fact for i t in its name and on its behalf to do all or any of the following acts, matters and things, namely:

1 To agree (in his, her or their absolute and unfettered discretion) the form, terms and conditions of, and thereafter to sign as a deed and deliver or otherwise execute on behalf of the Borrower, any documents whatsoever in connection with the discharge of the existing security granted in connection with the loan facility of $320 million which was advanced by the ING Bank N.V. to the Borrower for the purpose of financing the semi-submersible unit named Thunder Hawk (the "Unit") and related security arrangements, including (but without prejudice to the generality of the foregoing) any or all of the following documents (the "Principal Documents"):

(a) Termination of Lease and Memorandum of Lease (Plaquemines Parish, LA);

(b) Uniform Cancellation Affidavit (Plaquemines Parish, LA);

(c) Release of Leasehold Mortgage (Plaquemines Parish, LA);

(d) Tennination of Lease and Memorandum of Lease (St Bernard, LA);

(e) Uniform Cancellation Affidavit (SL Bernard, LA);

(f) . Release of Leasehold Mortgage (St. Bernard, LA);

(g) Termination of Lease and Memorandum of Lease (St. Tammany, LA);

(h) Act of Correction (SL Tammany, LA);

(i) . Request to Cancel (St. Tammany, LA);

(j) Release by Obligee of Record of Mortgage or Privilege (SL Tammany, LA);

(k) Termination and Cancellation (Memorandum of Lease - Mississippi);

(I) Termination and Cancellation (Leasehold Deed of Trust - Mississippi);

(m) Termination of Lease and Memorandum of Lease (Alabama); and

(n) Release of Leasehold Mortgage (Alabama).

2 To do all other acts and-things as the Attorneys or any of them , acing individually, may (in his, her or their absolute and unfettered discretion) deem necessary or advisable:

(a) for the purpose of giving effect to all or any of the transactions contemplated in the Principal Documents including (but without prejudice to the generality of the foregoing) to agree the form, terms and conditions of, and make, sign, execute, deliver and do, all such deeds, instruments, agreements, applications, oaths, affidavits, declarations, confirmations, notices or acknowledgements thereof, letters, certificates, protocols, mandates, instructions and any other documents whatsoever (whether of a like nature or not) (including any notarial acts) which the Attorneys or any of them (in his, her or their absolute and unfettered discretion) may deem necessary or advisable for such purpose (the "Ancillary Documents") and to confer any power of attorney contained in any of the said documents; and/or

(b) in connection with the execution, delivery and registration of, and/or the performance by the Borrower of any of its obligations under the Principal Documents and the Ancillary Documents,

and in each case, the execution, delivery, doing and/or registration by the Attorneys or any of them of the Principal Documents or any of the Ancillary Documents and the conferment of any such power of attorney shall be conclusive evidence of his, her or their authority to do so.

3 The Attorneys have no right of substitution.

The Borrower hereby gives and grants to the Attorneys and each of them, acting individually, full power of authority in the premises hereby ratifying, allowing and confirming, and agreeing to ratify, allow and confirm, whatsoever shall lawfully be done in the premises by virtue hereof and undertakes from time to time and at all times"to indernhify~We"Attomeys'and each of them against all reasonable costs, claims, expenses and liabilities howsoever incurred by the Attorneys or any of them as a result of anything done by the Attorneys in the exercise, in good faith, of any of the powers conferred, or purported to be conferred, on all or any of them by this Power of Attorney.

For the purpose of clarification, each of the Attorneys, acting individually, may undertake any of the actions and exercise any of the powers granted herein.

This Power of Attorney shall be conclusive and binding upon the Borrower and no person or corporation having dealings with the Attorneys or any of them under this Power of Attorney shall be under any obligation to make any enquiries as to whether or not this Power of Attorney has been revoked and all acts hereunder shall be valid and binding on the Borrower unless at the time of the act express notice of its revocation has been received by such person or corporation. This Power of Attorney shall be governed and construed in accordance with the laws of England and is valid until and including 30 April 2017.

IN WITNESS whereof the foregoing Power of Attorney has been duly executed and delivered this the y..r....dayof:.^l««f\2017.

EXECUTED and DELIVERED for and on behalf of SBWI Thunder Hawk S.A. by D.H.M. Wood,

Director and Chairman of the Board of Directors

Aary certification:

THUS DONE AND PASSED in Fribourg, Switzerland on the 8th day of March 2017, in the presence

of the Director and Chairman/President of the Board of Directors who hereunto sign his name with the

appearer and me, Notary, after due reading ofthe whole.

NOTARY PUBLIC

Print Name: OLIVIER ANDREY

Notary Id./Bar Roll No.: Non applicable in Switzerland.

My Commission Expires: Non applicable in Switzerland

Olivier A N D « E Y Notaire

Rue Hans-Bles 1 1700 F R I B O U R G

1155 Fax 026/34711 59

Private & Confidential

Dated p ^ ) r u a ^ 2017

SBM Gulf Production LLC

in favour of

ELEANOR MARTIN

ALEXANDER BLANEY

OLIVIA COX

and

TOM CAPEL

POWER OF ATTORNEY

NORTON ROSE FULBRIGHT

KNOW. ALL MEN BY THESE PRESENTS that BY THIS POWER OF ATTORNEY SBM Gulf Production LLC ("SBM Gu l f ) a company incorporated in the State of Delaware, USA and having its principal place of business at 1255 Enclave Parkway, Suite 600, Houston, TX 77077, USA does hereby make constitute and appoint each of Eleanor Martin, Alexander Blaney; Olivia Cox and Tom Capel each of Norton Rose Fulbright LLP, 3 More London Riverside, London, SE1 2AQ, England (each an "Attorney" and together the "Attorneys") jointly and each of them, acting individually and severally to be its true and lawful attorneys-in-fact for it, in its name and on its behalf to do all or any of the following acts, matters and things, namely:

1 To agree (in his, her or their absolute and unfettered discretion) the form, terms and conditions of, and thereafter to sign as a deed and deliver or otherwise.execute on behalf of SBM Gulf, any documents whatsoever in connection with the discharge of the existing security granted in connection with the loan facility of $320 million which was advanced by ING Bank N.V. to SBM Thunder Hawk S.A., for the purpose of financing the semi-submersible unit named Thunder Hawk (the "Unit") and related security arrangements, including (but without prejudice to the generality of the foregoing) any or all of the following documents (the "Principal Documents"):

(a) Termination of Lease and Memorandum of Lease (Plaquemines Parish, LA);

(b) Termination~of Lease and Memorandum of Lease (St. Bernard, LA);

(c) Termination of Lease and Memorandum of Lease (St. Tammany, LA);

(d) Termination and Cancellation (Memorandum of Lease - Mississippi); and

(e) Termination of Lease and Memorandum of Lease (Alabama).

2 To do all other acts and things as the Attorneys or any of them, acting individually, may (in his, her or their absolute and unfettered discretion) deem necessary or advisable:

(a) for the purpose of giving effect to all or any of the transactions contemplated in the Principal Documents including (but without prejudice to the generality of the foregoing) to agree the form, terms and conditions of, and make, sign, execute, deliver and do, all such deeds, instruments, agreements, applications, oaths, affidavits, declarations, confirmations, notices or acknowledgements thereof, letters, certificates, protocols, mandates, instructions and any other documents whatsoever (whether of a like nature or not) (including any notarial acts) which the Attorneys or any of them (in his, her or their absolute and unfettered discretion) may deem necessary or advisable for such purpose (the "Ancillary Documents") and to confer any power of attorney contained in any of the said documents; and/or

(b) in connection with the execution, delivery and registration of, and/or the performance by SBM Gulf of any of its obligations under the Principal Documents and the Ancillary Documents,

and in each case, the execution, delivery, doing and/or registration by the Attorneys or any of them of the Principal Documents or any of the Ancillary Documents and the conferment of any such power of attorney shall be conclusive evidence of his, her or their authority to do so.

3 The Attorneys have no right of substitution.

SBM Gulf hereby gives and grants to the Attorneys and each of them, acting individually, full power of authority in the premises hereby ratifying, allowing and confirming, and agreeing to ratify, allow and confirm, whatsoever shall lawfully be done in the premises by virtue hereof and undertakes from time to time and at all times to indemnify the Attorneys and each of them against all reasonable costs, claims, expenses and liabilities howsoever incurred by the Attorneys or any of them as a result of anything done by the Attorneys in the exercise, in good faith, of any of the powers conferred, or purported to be conferred, on all or any of them by this Power of Attorney.

For purpose of clarification, each of the Attorneys, acting individually, may undertake any of the actions and exercise any of the powers granted herein.

This Power of Attorney shall be conclusive and binding upon SBM Gulf and no person or corporation having dealings with the Attorneys or any of them under this Power of Attorney shall be under any obligation to make any enquiries as to whether or. not this Power of Attorney has been revoked, and all _ acts hereunder shall be valid and binding on SBM Gulf unless at the time of the act express notice of its revocation has been received by such person or corporation. This Power of Attorney shall be governed and construed in accordance with the laws of England and is valid until and including 30 April 2017.

INLWITNESS whereof the foregoing Power of Attorney has been duly executed and delivered this the / f f i * day of V f ^ C L A A 2017.

EXECUTED and DELIVERED for and on behalf of SBM Gulf Production LLC by oy Holdings, Inc., sole member

Stein Rasmussen, Director and President

THUS DONE AND PASSED 2017, in the presence of the Director appearer and me, Notary, after due reading of the whole.

in Harris -County, Texas, on ihe ( 2! r0 'day of . and Chairman/President who hereunto signed hisnamewiththe

NOTARY PUBLIC

Print Name: £ ^-r t+i2yT_'"3i<>Hop

Notary IdVBar Roll No.: 2 ^

My Commission Expires: IO - W - i l

ESTHER BISHOP Notary ID # 2614148

My Commission Expires October 11, 2017