GUARANTYIntercreditor Agreement • March 18th, 2015 • Epl Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), dated as of March 12, 2015, is made by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto, the “Guarantors”), in favor of Energy XXI Gulf Coast, Inc., a Delaware corporation (together with successor(s) and assign(s), the “Lender”).
SECOND LIEN PLEDGE AND SECURITY AGREEMENT and irrevocable proxySecurity Agreement • March 18th, 2015 • Epl Oil & Gas, Inc. • Crude petroleum & natural gas • New York
This SECOND LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is entered into by EPL Oil & Gas, Inc., a Delaware corporation (“EPL”), and each Subsidiary Guarantor party hereto on the date hereof or that becomes a party hereto after the date hereof (EPL and each such Subsidiary Guarantor from time to time a party hereto, collectively, the “Grantors” and each, individually, a “Grantor”), in favor of Energy XXI Gulf Coast, Inc., a Delaware corporation, (together with any successor(s) and assign(s) thereto, the “Lender”).
REFERENCE IS MADE TO THE INTERCREDITOR AGREEMENT, DATED AS OF MARCH 12, 2015, BETWEEN THE ROYAL BANK OF SCOTLAND plc, AS PRIORITY LIEN AGENT (AS DEFINED THEREIN) AND ENERGY XXI GULF COAST, INC., A DELAWARE CORPORATION (“EXXI”) (THE “INTERCREDITOR...Secured Second Lien Promissory Note • March 18th, 2015 • Epl Oil & Gas, Inc. • Crude petroleum & natural gas • New York
THIS NOTE (THE “PROMISSORY NOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS PROMISSORY NOTE NOR ANY INTEREST HEREIN MAY BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.
