0001144204-07-033587 Sample Contracts

ENERGY XXI GULF COAST, INC. AND EACH OF THE GUARANTORS PARTY HERETO 10% SENIOR NOTES DUE 2013
Indenture • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York

INDENTURE dated as of June 8, 2007 among Energy XXI Gulf Coast, Inc., a Delaware corporation, the Guarantors (as defined herein) and Wells Fargo Bank, National Association and any and all successors thereto, as trustee (the “Trustee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Energy XXI (Bermuda) Limited, a Bermuda corporation (“Company”), and David West Griffin (“Executive”).

PURCHASE AND SALE AGREEMENT BY AND BETWEEN POGO PRODUCING COMPANY, AS SELLER, AND ENERGY XXI GOM, LLC, AS BUYER
Purchase and Sale Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This Purchase and Sale Agreement (this "Agreement") is made as of April 24, 2007, by and among Pogo Producing Company, a Delaware corporation ("Seller"), and Energy XXI GOM, LLC, a Delaware limited liability company (“Buyer”).

FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This Restricted Stock Unit Agreement (the “Agreement”), made as of the ___ day of _____, 2006 (the “Grant Date”), by and between Energy XXI Services, LLC (the “Employer”), and _______________ (the “Grantee”), evidences the grant by the Employer of restricted stock units (“Restricted Stock Units” or “Award”) to the Grantee on such date and the Grantee’s acceptance of the Award in accordance with the provisions of the Energy XXI Services, LLC 2006 Stock Incentive Plan, as amended or restated from time to time (the “Plan”). The Employer and the Grantee agree as follows:

JOINDER AND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This JOINDER AND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Joinder and Amendment”), dated as of March 2, 2006, is by and among MARLIN ENERGY, L.L.C, a Delaware limited liability company (“Seller”), ENERGY XXI GULF COAST, INC., a Delaware corporation (“Buyer”) and ENERGY XXI (US HOLDINGS) LIMITED, a company incorporated in Bermuda (“Holdings”). Capitalized term used but not defined herein shall have the meanings ascribed to such terms in the Purchase and Sale Agreement referred to below.

FORM OF RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of the ____ day of ___________, 20___ (the “Grant Date”), between Energy XXI SERVICES, LLC, a Delaware corporation (the “Employer”), and __________________________ (“Participant”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 26th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services

WHEREAS, Castex Energy, Inc., Castex Energy 1995, L.P., Browning Oil Company, Inc., Flare Resources Inc., J&S Oil and Gas, LLC, Kitty Hawk Energy, L.L.C. and Rabbit Island, L.P., (hereafter collectively referred to as “Sellers”) and Energy XXI Gulf Coast, Inc. (hereafter referred to as “Buyer” and all of the above hereafter referred to as “Parties”) did enter into that certain Purchase and Sale Agreement dated June 6, 2006, but effective June 1, 2006, as it may have been amended (the “Purchase and Sale Agreement”), and

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