0001144204-15-028566 Sample Contracts

TENTH AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
First Lien Credit Agreement • May 8th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York

This TENTH AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated as of March 3, 2015, is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), EPL Oil & Gas, Inc., a Delaware corporation (“EPL”), the lenders party to the Credit Agreement described below (the “Lenders”), and The Royal Bank of Scotland plc, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties in the capacities herein identified.

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Transportation AGREEMENT BETWEEN Energy xxi Gulf Coast, inc. AND energy xxi usa, inc. DATED EFFECTIVE AS OF March 11, 2015 TRANSPORTATION AGREEMENT
Transportation Agreement • May 8th, 2015 • Energy XXI LTD • Oil & gas field exploration services • Texas

This Transportation Agreement (the “Agreement”), dated as of March 11, 2015 (the “Effective Date”), is by and between Energy xxi Gulf Coast, inc., a Delaware corporation (“Shipper”), and energy xxi usa, inc., a Delaware corporation (“Transporter”). Shipper and Transporter may be referred to herein individually as a “Party” or collectively as the “Parties”.

ASSIGNMENT AND BILL OF SALE
Assignment and Bill of Sale • May 8th, 2015 • Energy XXI LTD • Oil & gas field exploration services • Louisiana

This Assignment and Bill of Sale (this “Assignment”) is dated as of March 11, 2015, effective as of March 11, 2015 (the “Effective Time”), and is executed by and among ENERGY XXI GOM, LLC, a Delaware limited liability company, ENERGY XXI PIPELINE, LLC, a Delaware limited liability company, and ENERGY XXI PIPELINE II, LLC, a Delaware limited liability company, with offices at 1021 Main Street, Suite 2626, Houston, Texas 77002 (collectively, “Assignor”), and ENERGY XXI USA, INC., a Delaware corporation, with offices at 1021 Main Street, Suite 2626, Houston, Texas 77002 (“Assignee”).

INTERCREDITOR AGREEMENT dated as of March 12, 2015 between The ROYAL BANK OF SCOTLAND plc, as Priority Lien Agent, and ENERGY XXI GULF COAST, INC., a Delaware corporation
Intercreditor Agreement • May 8th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York

THIS IS THE INTERCREDITOR AGREEMENT REFERRED TO IN THE INTERCOMPANY NOTE, DATED AS OF MARCH 12, 2015, OF EPL OIL & GAS, INC. PAYABLE TO ENERGY XXI GULF COAST, INC. IN THE PRINCIPAL AMOUNT OF $325,000,000.

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