U. S. Department of the Interior OMB control Number: 1014-0016 Bureau of Safety and Environmental Enforcement (BSEE) OMB Approval Expires: August 31.2018

ASSIGNMENT OF FEDERAL OCS PIPELINE RIGHT-OF-WAY GRANT

Part A: Assignment

Legal description of the Pipeline Right-of-Way Grant being assigned (Please include Segment Number and any accessory information): OCS-G 22475. A 200-foot wide right-of-way to operate and maintain an 8 5/8 X 12 3/4-inch pipe-in-pipe pipeline (SN'S 13384 & 13385) (Eastern Line), 16.16 miles in length, to transport bulk oil in the 8 5/8-inch pipeline and circulate 30% glycol heating fluid in the annulus from Subsea Manifold in Block 129. Mississippi Canyon Area, through Blocks 85, 41 in Mississippi Canyon Area, through Blocks 1003. 959. 915. 916, in Viosca Knoll Area to A-Marlin TLP in Block 915, Viosca Knoll Area, with associated Electro/Hydraulic Umbilical (SN 13884), 14.20 miles in length, from Platform A in Block 915, Viosca Knoll Area, through Blocks 959, 1003 in Viosca Knoll Area through Blocks 41, 40, 84, in Mississippi Canyon Area to UTA in Block 85, in Mississippi Canyon Area.

Assignor(s) does hereby sell, assign, transfer, and convey unto Assignee(s) the following undivided right, title and interest:

Insert name and Company number of each Assignor and Assignee.

Percentage Interest Conveyed Assignor(s):

Freeport-McMoRan Exploration & Production LLC (03263) 100%

A • , . Bureau of Safety and Livironiratol EnlroMl [BSEE] . , Assignee(s): R E C ^ F ' I V E l ) Percentage Interest Received

Anadarko US Offshore LLC (02219) ^ ^ ̂ ^ 100%

Office of Field Operations Pipeline Section

/[Exhibit "A," which sets forth other provisions between Assignor(s) and Assignee(s), is attached to and made a part of this assignment.

For BSEE Use only - Do Not Type Below This Line UNITED STATES OF AMERICA

This Assignment of Federal OCS Pipeline Right-of-Way Grant has been filed as of the date stamped on this document and hereby approved by the Bureau of Safety and Environmental Enforcement on the date below.

By_ ^ ^ l $ X ^ Chief. Pipeline Section F E B 1 7 2 0 1 7

Authorized Official for BSEE Title Approval Date

Paperwork Reduction Act of 1995 (PRA) Statement: The PRA (44 U.S.C. 3501 et se£.) requires us to inform you that we collect this information to use in the adjudication process involved in leasing and lease operations. BSEE uses the information to track ownership of leases in the Federal OCS. Responses are required to obtain or retain a benefit (43 U.S.C. 1334). Proprietary data are covered under 30 CFR 250.197. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB Control Number. Public reporting burden ofthis form is estimated to average 30 minutes per response, including the time for reviewing instructions, gathering and maintaining data, and completing and reviewing the form. Direct comments regarding the burden estimate, or any other aspect of this form, to the BSEE Information Collection Clearance Officer, 381 Elden Street, Hemdon, VA 20170.

B S E E F O R M BSEE-0149 (August 2015 - Supersedes all previous versions ofthis form which may not be used). Page 1 of 2

Part B - Certification and Acceptance

1. Assignor(s) certifies it is the owner of the interest in the above-described Federal OCS Pipeline Right-of-Way Grant that is hereby assigned to the Assignee(s) specified above.

2. DEBARMENT COMPLIANCE: Assignee shall comply with the Department of the Interior's nonprocurement debarment and suspension regulations as required by Subpart B of 2 CFR Part 1400 and shall communicate the requirement to comply with these regulations to persons with whom it does business related to this record title interest assignment by including this term in its contracts and transactions.

3. EQUAL OPPORTUNITY AND AFFIRMATIVE ACTION COMPLIANCE CERTIFICATION: Assignor(s) and Assignee(s) certify that they are in full compliance with Equal Opportunity Executive Order 11246, as amended, and the implementing regulations at 41 CFR 60-01 - Obligations of Contractors and Subcontractors; and 41 CFR 60-2 - Affirmative Action Programs. These requirements are for the purpose of preventing discrimination against persons on the basis of race, color, religion, sex, or national origin. These regulations have specific performance requirements.

4. Assignee's execution of this assignment constitutes acceptance of all applicable terms, conditions, stipulations and restrictions pertaining to the right-of-way grant described herein. Applicable terms and conditions include, but are not limited to, an obligation to conduct all operations in accordance with 30 CFR 250 and 550, Subpart J and to furnish and maintain such bond(s) as may be required by the Lessor pursuant to regulations at 30 CFR 556. This assignment is subject to the Outer Continental Shelf Lands Act of August 7, 1953, 67 Stat. 462; 43 U.S.C. 1331 etseq., as amended (the "Act"), and Assignee(s) is subject to, and must fully comply with, all applicable regulations now or to be issued under the Act. Notwithstanding any agreement between the Assignor(s) and Assignee(s), the parties' liability to the Bureau ofSafety and Environmental Enforcement is governed by 30 CFR 250.

This Assignment of Federal OCS Pipeline Right-of-Way Grant will be made effective between the parties hereto as of August 1.2016 j upon approval by the Bureau of Safety and Environmental Enforcement, United States Department of the

Interior.

This instrument may be executed in any number of counterparts, each of which will be deemed an original instrument, but all of which together will constitute but one and the same instrument provided. However, this instrument and any other counterpart hereof, will not be binding unless and until executed by all of the parties, and will not be accepted by the Bureau ofSafety and Environmental Enforcement unless all counterparts are filed simultaneously.

I certify that the statements made herein by the undersigned are true, complete, correct to the best of my knowledge and belief, and are made in good faith.

Title 18 U.S.C. Sec. 1001 makes it a crime for any person knowingly and willfully to make to any Department or agency ofthe United States any false, fictitious or fraudulent statements or representations as to any matter within its jurisdiction.

ASSIGNOR Freeport-McMoRan Exploration & 03263)

D. Kidder

President

Execution Date

ASSIGNOR

By:_ Name: Title:

Execution Date

ASSIGNEE A n a d a r k 0 u s offshore LLC (02219)

By: N a m e : Frank D Meyer

Title: Agent and Attomey-in-Fact

ASSIGNEE

By:. Name: Title:

Execution Date

Attach Notary Acknowledgement (not mandatory)

Execution Date

B S E E FORM BSEE-0149 (August 2015 - Supersedes all previous versions ofthis form which may not be used). Page 2 of 2

A N A D A R K O US O F F S H O R E L L C

January 6, 2017

1201 LAKE ROBBINS DRIVE • THE WOODLANDS, TEXAS 77380

P.O. Box 1330 • HOUSTON, TEXAS 77251-1330

OVERNIGHT MAIL-UPS

Mr. Michael Saucier

Regional Supervisor

Bureau of Safety and Environmental Enforcement

1201 Elmwood Park Blvd

New Orleans LA 70123-2394

US Offshore LLC

R E C E I V E D JAN i l 2011

RE: Pipeline ROW Assignments and Confirmations of ROW Operatorship offioe Qf f m \ ^ Operations

^ „ c Pipeline Section Dear Mr. Saucier:

Please find enclosed with this letter triplicate originals of the documents identified below.

PROSPECT BLOCK ROW NO. INSTRUMENT PARTIES DESCRIPTION

Marlin VK914 OCS-G 28983 Pipeline Right of

Way Assignment

FMEP and AUO Segment Nos. 12757,

12758 and 12759

Marlin VK914 OCS-G 28983 Confirm ROW

Operator Letter

AUO designates

APC

Segment Nos. 12757,

12758 and 12759

Marlin VK915 OCS-G 19681 Pipeline Right of

Way Assignment

FMEP and AUO Segment No. 11765

Marlin VK915 OCS-G 19681 Confirm ROW

Operator Letter

AUO designates

APC

Segment No. 11765

Marlin VK915 OCS-G 19682 Pipeline Right of

Way Assignment

FMEP and AUO Segment No. 11766

Marlin VK915 OCS-G 19682 Confirm ROW

Operator Letter

AUO designates

APC

Segment No. 11766

Horn Mountain

MC127 OCS-G 22472 Pipeline Right of

Way Assignment

FMEP and AUO Segment No. 13359

Horn

Mountain

MC127 OCS-G 22472 Confirm ROW

Operator Letter

AUO designates

APC

Segment No. 13359

Horn

Mountain

MC127 OCS-G 22473 Pipeline Right of

Way Assignment FMEP and AUO Segment No. 13360

Horn

Mountain

MC127 OCS-G 22473 Confirm ROW

Operator Letter

AUO designates

APC

Segment No. 13360

King MC129 OCS-G 22476 Pipeline Right of

Way Assignment

FMEP and AUO Segment Nos. 13386,

13387, 13388, 16085,

16086 and 19420

King MC129 OCS-G 22476 Confirm ROW

Operator Letter

AUO designates

APC

Segment Nos. 13386,

13387, 13388, 16085,

16086 and 19420

King VK915 OCS-G 22475 Pipeline Right of

Way Assignment

FMEP and AUO Segment Nos. 13384,

13385 and 13884

King VK915 OCS-G 22475 Confirm ROW

Operator Letter AUO designates

APC

Segment Nos. 13384,

13385 and 13884

A SUBSIDIARY O F ANADARKO PETROLEUM CORPORATION

Mr. Michael Saucier Bureau of Safety and Environmental Enforcement January 6, 2017 Pag: 2

I have also enclosed a PAY.GOV receipt (Pay.Gov Tracking ID: 25VU6QOV, Agency Tracking ID:

75160345495) in the amount of $1,407.00 to cover the cost for processing the Pipeline ROW Grant

Assignments.

When approved, please return to my attention one (1) approved original of each. In the event that you

need further information, please contact me at 832-636-7651.

Very truly yours.

Leila K. Gillen Staff Landman

Enclosures

Pay.gov - Receipt Page 1 of 1

Receipt

Your payment is complete Pay.gov Tracking ID: 25VU6QOV Agency Tracking ID: 75160345495 Form Name: BSEE Pipeline ROW Grant Assignment Application Name: BSEE Pipeline ROW Grant Assignment - CH/CH

Payment Information Payment Type: Debit or credit card Payment Amount: $1,407.00 Transaction Date: 01/05/2017 09:43:20 PM EST Payment Date: 01/05/2017 Region: Gulf of Mexico Contact: Vera Wells 832-636-3002 ROW Number 1-25: 28983, 19681, 19682, 22472, 22473, 22475, 22476, ROW Number 26-50: , , , , , , , , , , , , , , , , , , , , , , , , Assignor: Freeport-McMoRan Exploration Production LLC 03263 Assignee: Anadarko US Offshore LLC 02219

Account Information Cardholder Name: Vera Wells Card Type: Visa Card Number: — — 2 7 5 7

Email Confirmation Receipt Confirmation Receipts have been emailed to: vera.wells@anadarko.com

https://www.pay.go v/public/collection/confirm/print/25VU6QOV/V^ 1/5/2017

- fUWl / DEPARTMENT OF THE INTERIOR Mail - Re; ROW Assi^ment Appro/als/Sole vs NavSole ROWs ' ^ '

Marshall, Mafalda (Cissy) <mafalda.marshall@bsee.gov>

Re: ROW Assignment Approvals/Sole vs Non-Sole ROWs 1 message

Lilly, Wanda <wanda.lilly@boem.gov> Tue. Feb 7. 2017 at 5:25 PM To: "Tropiano, George" <george.tropiano@boem.gov>, Cissy Marshall <cissy.marshall@bsee.gov>, Wanda Lilly <wanda.lilly@boem.gov>

Cissy.

Per Michele Daigle's attached email regarding non-sole assignments during the 6 month hold, please move forward with the following RUE assignments. They will not require supplemental financial assurance at this time. They will be covered in Anadarko's tailored plan.

1. G28983

2. G19681

3. G19682

4. G22472

5. G22473

6. G22476

7. G22475

Thank you,

Wanda Lilly. MBA, CFE Bureau of Ocean Energy Management Risk Management Operations Group Cell (303) 478-3750

Company Property List and Collateral List Reports - An excel spreadsheet is now ayailable on the BOEM web-site providing a comprehensiye list of properties, ownership with liability data, and posted collaterals. This report will be updated weekly.

It is located on the BOEM Bonding Website at:

http://www.boem.gov/Oil-and-Gas-Energy-Program/Leasing/Regional-Leasing/Gulf-of-Mexico-Region/Bondin

On Tue, Feb 7, 2017 at 1:59 PM, Tropiano, George <george.tropiano@boem.gov> wrote: Susan

Thanks we will review and advise

Thanks

George

On Tue, Feb 7, 2017 at 1:57 PM, Hathcock, Susan <Susan.Hathcock@anadarko.com> wrote:

Anadarko recently acquired Freeport McMoran properties and we are in the process of getting the leases and ROWs assigned to us. All have predecessors in the chain of title (i.e., Freeport and/or BP). Based on this these are not sole liability properties. The lease assignments have been approved. The ROWs (listed below) according to Cissy

https ://mail.google.cx^ 1/3

2/8/2017 DEPARTMENT OF THE INTERIOR Mail - Re: ROW Assignment Approvals/Sole vs Non-Sde ROWs

Marshall have not been approved and we were told we would have to put up a bond for the assignment approval. We believe there is a misunderstanding on the ROWs and the requirement for a bond so we are requesting clarification.

1. G28983

2. G19681

3. G19682

4. G22472

5. G22473

6. G22476

7. G22475

We also submitted a letter on January 25, 2017 (copy attached) advising ROW OCS-G 28712 was not a sole liability as identified in your letter dated December 29, 2016 to Anadarko US Offshore LLC #02219. Would you please confirm this ROW is not a sole liability.

Finally, there were three (3) other ROWs identified in your letter dated December 29, 2016 to Anadarko Petroleum Corporation #00981 identifying ROWs OCS-G 26833. 26855. and 26864 as sole liabilities. These ROWs were associated with our Independence Hub Development which has ceased production. We have been on a campaign to abandon all the pipelines for this development over the last 6 months These ROWs are the last of the pipelines to be abandoned and are already partially abandoned with work to be completed Spring, 2017. It is our understanding that if abandonment operations are in progress, bonds do not have to be posted. Please confirm.

If you have any questions, please let me know. Thanks

S t is a n y f a t f i c o c f z

Regulatory Affairs Manager

Anadarko Petroleum Corporation

832-636-8758 (office)

713-829-5755 (cell)

Click here for Anadarko s Electronic Mail Disclaimer

George Tropiano Program Manager Risk Management Operations Group Gulf of Mexico Region Bureau of Ocean Energy Management

https i/Zmail.gcwgle.cxxW^ 2/3

^ t V A ) " DEPARTMENT OF THE INTERIOR Mail - Re: ROW Assignment Approvals/Sole vs Non-Sde ROWs

(504) 736-2792

tjh M Daigle email regarding assignments during 6 month pause.pdf a 77K

https7/mal.9oogle.com/mal/u/Qr>ui=28dk=b5500cM94&view

Lilly, Wanda <wanda.lllly@boem.gov>

Fwd: Financial Assurance Guidance during the Six Month Pause 1 message

Tropiano, George <9eo1ge.tropiano@boem.gov> Tue. Jan 31. 2017 at 2:17 PM To: Carlos Penaloza <carlos.penaloza@boem.gov>, Carrol Williams <carrol.williams@boem.gov>, Charles Carpenter <charies.carpenter@boem.gov>. David Denson <david.denson@boem.gov>. George Tropiano <george.tropiano@boem.gov>, Joanne Hetland <joanne.hetland@boem.gov>, Kasey Couture <kasey.couture@boem.gov>, Lloyd Fanning <lloyd.fanning@boem.gov>, Mike Muscarello <mike.muscarello@boem.gov>, Paul Arceneaux <paul.arceneaux@boem.gov>, Tatiana Williams <tatiana.williams@boem.gov>, Wanda Lilly <wanda.lilly@boem.gov>, Wendy Mintum <wendy.mintum@boem.gov>

Team

FYl Forwarded message

From: Daigle, Michele <michele.daigle@boem.gov> Date: Tue. Jan 31. 2017 at 12:39 PM Subject: Financial Assurance Guidance during the Six Month Pause To: "Ming, Jaron" <jaron.ming@boem.gov>, George Tropiano <george.tropiano@boem.gov> Cc: "Celata, Michael" <Michael.Celata@boem.gov>, "Obiol. Barry T" <Barry.Obiol@boem.gov>

Good aftemoon everyone,

In my meeting with BSEE this moming. I realized there may be some confusion on BOEM's position during this six (6) month pause for implementation of the financial assurance NTL and the fact that "waivers" no long exist.

Moving forward with our categorization of "sole" or "non-sole", for leases. ROWs and RUEs, if a property is "sole" then the operator should have to post a supplemental bond for the corresponding assessment. If there is a predecessor, then these will be deferred until after the 6 month pause.

I understand there are adjudication actions and ROW grant actions pending with RMOG - perhaps this clarification will assist with these pending actions.

If you have any questions, please let me know. Please share this with staff to assist with the processing of pending actions.

Thanks, Michele

Michele M. Daigle Senior Advisor to the Regional Director Gulf of Mexico Region Bureau of Ocean Energy Management (504)736-2681

Warning: This e-mail is intended only for the use of the individual(s) to whom it is addressed. It may contain information that is privileged, confidential, or otherwise protected from disclosure under applicable law.

George Tropiano Program Manager Risk Management Operations Group Gulf of Mexico Region