ENERGY XXI GULF COAST, INC. and each of the Guarantors PARTY HERETO 11.000% SENIOR SECURED SECOND LIEN NOTES DUE 2020 INDENTURE Dated as of March 12, 2015 U.S. Bank National Association, as TrusteeIndenture • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
INDENTURE dated as of March 12, 2015 among Energy XXI Gulf Coast, Inc., a Delaware corporation, the Guarantors (as defined herein) and U.S. Bank National Association and any and all successors thereto, as trustee (the “Trustee”).
INTERCREDITOR AGREEMENT dated as of March 12, 2015 between The ROYAL BANK OF SCOTLAND plc, as Priority Lien Agent, andIntercreditor Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN (A) THE INDENTURE DATED AS OF MARCH 12, 2015, AMONG ENERGY XXI GULF COAST, INC., CERTAIN OF ITS SUBSIDIARIES FROM TIME TO TIME PARTY THERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE, (B) THE SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT DATED AS OF MAY 5, 2011, AS AMENDED, SUPPLEMENTED, RESTATED OR OTHERWISE MODIFIED FROM TIME TO TIME, AMONG ENERGY XXI GULF COAST, INC., EPL OIL & GAS, INC., THE LENDERS PARTY THERETO FROM TIME TO TIME AND THE ROYAL BANK OF SCOTLAND plc, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, (C) THE OTHER NOTE DOCUMENTS REFERRED TO IN SUCH INDENTURE AND (D) THE OTHER LOAN DOCUMENTS REFERRED TO IN SUCH CREDIT AGREEMENT.
COLLATERAL TRUST AGREEMENT dated as of March 12, 2015 among ENERGY XXI GULF COAST, INC., as the Company, the Guarantors from time to time party hereto, U.S. Bank National Association, as Trustee under the Indenture, the other Parity Lien Debt...Collateral Trust Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
This Collateral Trust Agreement (as amended, supplemented, amended and restated or otherwise modified form time to time in accordance with Section 7.1 hereof, this “Agreement”) is dated as of March 12, 2015 and is by and among Energy XXI Gulf Coast, Inc. (the “Company”), Intermediate Holdco and the Subsidiary Guarantors from time to time party hereto, U.S. Bank National Association, as Trustee (as defined below), and U.S. Bank National Association, as Collateral Trustee (in such capacity and together with its successors in such capacity, the “Collateral Trustee”).
GUARANTYIntercreditor Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • 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 • Energy XXI LTD • Oil & gas field exploration services • 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 • Energy XXI LTD • Oil & gas field exploration services • 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.
SECOND LIEN SECURITY AGREEMENTSecurity Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
This SECOND LIEN SECURITY AGREEMENT, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by ENERGY XXI USA, INC., a Delaware corporation (the “Grantor”), in favor of U.S. Bank National Association, in its capacity as Collateral Trustee (as defined in the Indenture hereinafter described) for the ratable benefit of the Secured Parties.
SECOND LIEN PLEDGE AGREEMENT and irrevocable proxyIntercreditor Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
This SECOND LIEN PLEDGE AGREEMENT AND IRREVOCABLE PROXY, dated as of March 12, 2015 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Pledge Agreement”), is made by Energy XXI USA, Inc., a Delaware corporation (the “Pledgor”), in favor of U.S. Bank National Association, in its capacity as Collateral Trustee (as defined in the Indenture hereinafter described) for the benefit of the Secured Parties (as defined below).
SECOND LIEN PLEDGE AND SECURITY AGREEMENT and irrevocable proxySecurity Agreement • March 18th, 2015 • Energy XXI LTD • Oil & gas field exploration services • 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 ENERGY XXI GULF COAST, INC., a Delaware corporation (the “Company”), and each SUBSIDIARY GUARANTOR (as defined in the Indenture hereinafter described) party hereto on the date hereof or that becomes a party hereto after the date hereof pursuant to Section 7.11 (the Company and each such Subsidiary Guarantor from time to time party hereto, collectively, the “Grantors” and each, individually, a “Grantor”), in favor of U.S. BANK NATIONAL ASSOCIATION, in its capacity as Collateral Trustee (as defined in the Indenture hereinafter described) for the ratable benefit of the Secured Parties (as defined below).
