0001193125-06-257396 Sample Contracts

ASSUMPTION AND INDEMNITY AGREEMENT
Assumption and Indemnity Agreement • December 21st, 2006 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This Assumption and Indemnity Agreement (“Agreement”) is being entered into as of September 15, 2005, by and between The Exploitation Company, LLP (“Assignor”) and Energy XXI Acquisition Corporation (Bermuda ) Limited, a Bermuda corporation (“Energy XXI”). Assignor and Energy XXI are referred to collectively in this Assumption Agreement as the “Parties”.

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ENERGY XXI ACQUISITION CORPORATION (BERMUDA) LIMITED c/o Mr. John Schiller
Energy Xxi (Bermuda) LTD • December 21st, 2006 • Oil & gas field exploration services

This letter will confirm our agreement that, commencing on the date of the offering circular (“Effective Date”) for the offering of the securities of Energy XXI Acquisition Corporation (Bermuda) Limited (“Company”) and continuing until the earlier of the consummation by the Company of a “Qualified Business Combination” or the Company’s liquidation (as described in the Company’s offering circular) ( the “Termination Date”), The Exploitation Company, L.L.P. shall make available to the Company certain office space and office and secretarial services as may be required by the Company from time to time, situated at 1021 Main Street, Suite 2626, Houston, TX 77002. In exchange therefore, the Company shall pay The Exploitation Company, L.L.P. the sum of $7,500 per month on the Effective Date and continuing monthly thereafter until the Termination Date.

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