REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 13th day October, 2005, by and among: Energy XXI Acquisition Corporation (Bermuda) Limited, a company organized under the laws of Bermuda (the “Company”); and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ENERGY XXI GULF COAST, INC. and each of the Guarantors PARTY HERETO 7.50% SENIOR NOTES DUE 2021 INDENTURE Dated as of September 26, 2013 Wells Fargo Bank, National Association, as Trustee CROSS-REFERENCE TABLE*Indenture • September 26th, 2013 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
Energy XXI (Bermuda) Limited 12,000,000 Shares Common Stock ($.005 par value per Share) Underwriting Agreement October 28, 2010Underwriting Agreement • November 3rd, 2010 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Subsidiaries and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware General Corporation Law and the Delaware Limited Liability Company Act and the laws of the State of Texas, and (iv) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any shareholders of the Company or any Subsidiary of the Company may be subject.
ENERGY XXI GULF COAST, INC. and each of the Guarantors PARTY HERETO 6.875% SENIOR NOTES DUE 2024 INDENTURE Dated as of May 27, 2014 Wells Fargo Bank, National Association, as Trustee CROSS-REFERENCE TABLE*Indenture • May 29th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
RIGHTS AGREEMENTRights Agreement • February 16th, 2016 • Energy XXI LTD • Oil & gas field exploration services • New York
RIGHTS AGREEMENT, dated as of February 15, 2016, (this “Agreement”), by and between Energy XXI Ltd, a Bermuda exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (the “Rights Agent”).
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.
ENERGY XXI GULF COAST, INC. AND EACH OF THE GUARANTORS PARTY HERETO 7.75% SENIOR NOTES DUE 2019Energy Xxi (Bermuda) LTD • February 28th, 2011 • Oil & gas field exploration services • New York
INDENTURE dated as of February 25, 2011 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”).
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”).
EMPLOYMENT AGREEMENTEmployment 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”).
REGISTRATION RIGHTS AGREEMENT Dated as of May 27, 2014 Among Energy XXI Gulf Coast, Inc., The Guarantors listed on the signature pages hereto, and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. as representatives of the Initial...Registration Rights Agreement • May 29th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
This Registration Rights Agreement, dated as of May 27, 2014 (this “Agreement”), is entered into among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc., as representatives of the initial purchasers listed on Schedule A attached hereto (collectively, the “Initial Purchasers”) to the Purchase Agreement (as defined below).
ENERGY XXI (BERMUDA) LIMITED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 11th, 2008 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas
This Employment Agreement (“Agreement”) by and between Energy XXI (Bermuda) Limited, a Bermuda corporation (“Company”), and Steven A. Weyel (“Executive”) is entered into effective as of September 10, 2008 (the “Effective Date”).
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of May 5, 2011, among ENERGY XXI GULF COAST, INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, THE ROYAL BANK OF...Credit Agreement • May 6th, 2011 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
THIS SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of May 5, 2011, is among ENERGY XXI GULF COAST, INC., a Delaware corporation (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), THE ROYAL BANK OF SCOTLAND plc (“RBS”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, RBS SECURITIES INC. (“RBS Securities”), UBS Securities LLC (“UBS Securities”) and BNP PARIBAS SECURITIES CORP. (“BNPPSC”), as Lead Arrangers (in such capacity the “Lead Arrangers”), BNPPSC and UBS LOAN FINANCE LLC (“UBS”) as Co-Syndication Agents (in such capacity, each, a “Syndication Agent” and together, the “Co-Syndication Agents”) for the Lenders, and CAPITAL ONE, NATIONAL ASSOCIATION and REGIONS BANK, as Co-Documentation Agents (in such capacity, each, a “Documentation Agent” and together, the “Co-Documentation Agents”), and the Issuers herein identified.
VOTING AGREEMENTVoting Agreement • March 13th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of March 12, 2014, by and among EPL Oil & Gas, Inc., a Delaware corporation (the “Company”), and [l] (“Stockholder”).
TENTH AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTCredit 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.
PURCHASE AND SALE AGREEMENT BY AND BETWEEN POGO PRODUCING COMPANY, AS SELLER, AND ENERGY XXI GOM, LLC, AS BUYERPurchase 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”).
Energy XXI (Bermuda) Limited 1,000,000 Shares 7.25% Convertible Perpetual Preferred Stock ($.001 par value per Share) Underwriting Agreement December 8, 2009Underwriting Agreement • December 11th, 2009 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Subsidiaries and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic, that all copies submitted to such counsel conform to the originals thereof and that the signatures on all documents examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware General Corporation Law and the Delaware Limited Liability Company Act and the laws of the State of Texas, and (iv) state that they express no opinion with respect to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any shareholders of the Company or any Subsidiary of the Company may be subject.
EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTCredit Agreement • August 25th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated as of May 23, 2014 (the “Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), the lenders party to the Credit Agreement described below (the “Lenders”), 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.
PARTICIPATION AGREEMENTParticipation Agreement • February 27th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Louisiana
THIS PARTICIPATION AGREEMENT (“Agreement”) is made and entered into as of January 26, 2007 (the “Effective Date”), by and between Centurion Exploration Company (“Centurion”), a Delaware corporation, with an address at 10333 Richmond Avenue, Suite 800, Houston, Texas 77042, and Energy XXI Gulf Coast, Inc. (“EXXI”), a Delaware corporation, with an address at 1201 Main St., Suite 2626, Houston, Texas 77002. Centurion and EXXI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 28th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
This FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated effective as of March 7, 2007 (the “Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), the lenders party to the First Lien 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”).
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 28th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Amendment”) is entered into as of September 1, 2006 by and among the parties hereto for the purpose of amending that certain First Lien Credit Agreement dated as of April 4, 2006, as amended by that certain First Amendment to First Lien Credit Agreement dated as of July 28, 2006 (as so amended, the “Credit Agreement”), by and among ENERGY XXI GULF COAST, INC., a Delaware corporation (the “Borrower”), the various financial institutions and other Persons from time to time parties hereto (the “Lenders”), ROYAL BANK OF SCOTLAND plc, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, RBS SECURITIES CORPORATION and BNP PARIBAS, as Joint Lead Arrangers and Joint Bookrunners, and BNP PARIBAS, as Syndication Agent.
ASSUMPTION AND INDEMNITY AGREEMENTAssumption and Indemnity Agreement • February 27th, 2007 • 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”.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 23rd, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
This Purchase and Sale Agreement (this “Agreement”), is made as of June 22, 2015 (the “Effective Date”), by and between ENERGY XXI USA, INC., a Delaware corporation (“Seller”), and GRAND ISLE CORRIDOR, LP, a Delaware limited partnership (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”
ENERGY XXI SERVICES, LLC 2006 LONG-TERM INCENTIVE PLAN [Form of] TSR OUTPERFORMANCE RESTRICTED STOCK UNIT AGREEMENT1 (Chief Executive Officer Grant)Agreement • December 8th, 2015 • Energy XXI LTD • Oil & gas field exploration services • Texas
This Agreement is made and entered into as of (the “Date of Grant”) by and between Energy XXI Services, LLC (the “Employer”), Energy XXI Ltd, a Bermuda entity (the “Company”), and you;
LEASE between ENERGY XXI GIGS SERVICES, LLC, as Tenant, and GRAND ISLE CORRIDOR, LP as LandlordConnection and Access Agreement • July 1st, 2015 • Energy XXI LTD • Oil & gas field exploration services • Louisiana
GUARANTYGuaranty • June 23rd, 2015 • Energy XXI LTD • Oil & gas field exploration services
This GUARANTY (this “Guaranty”) is executed and delivered as of June 22, 2015, by Energy XXI Ltd, a Bermuda company (“Guarantor”), whose address is 1021 Main Street, Suite 2626, Houston, TX 77002, in favor of Grand Isle Corridor, LP, a Delaware limited partnership (“Buyer”).
WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • August 25th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
This WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Waiver”), dated as of August 22, 2014 (the “Effective Date”), 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 First Lien 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.
PURCHASE AND SALE AGREEMENT MARLIN ENERGY, L.L.C. AS SELLER AND ENERGY XXI GULF COAST, INC. AS BUYERPurchase and Sale Agreement • February 27th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 21st day of February 2006, by and between Marlin Energy, L.L.C., a Delaware limited liability company (“Seller”), and Energy XXI Gulf Coast, Inc., a Delaware corporation (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”
SEPARATION AGREEMENT AND MUTUAL RELEASE AND SETTLEMENTSeparation Agreement and Mutual Release and Settlement • August 23rd, 2010 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas
This Separation Agreement and Mutual Release and Settlement (“Separation Agreement”) is made and entered into as of the Effective Date (as defined in Section 12 hereof) by and between Steven A. Weyel (“Weyel”) and Energy XXI (Bermuda) Limited, a Bermuda corporation (“Company”), for and on behalf of itself, its parents, its subsidiaries, and its affiliated companies and entities (collectively, including Company, the “Energy XXI Entities”). Weyel and Energy XXI Entities are hereinafter referred to collectively as “Parties.”
CONSENT AND THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 28th, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • New York
This CONSENT AND THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated effective as of February 14, 2007 (the “Effective Date”). is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), the lenders party to the First Lien 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”).
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”).
AGREEMENT AND PLAN OF MERGER among ENERGY XXI (BERMUDA) LIMITED,Agreement and Plan of Merger • March 13th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 12, 2014 (this “Agreement”), among ENERGY XXI (BERMUDA) LIMITED, an exempted company formed under the laws of Bermuda (“Parent”), ENERGY XXI GULF COAST, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“OpCo”), CLYDE MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of OpCo (“Merger Sub”), and EPL OIL & GAS, INC., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2014 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into on April 15, 2014, but effective as of the Effective Date (as defined below), by and between Energy XXI (Bermuda) Limited (the “Company”) and Gary C. Hanna (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement collectively as the “Parties,” and each individually as a “Party.”
GUARANTYGuaranty • June 23rd, 2015 • Energy XXI LTD • Oil & gas field exploration services
This GUARANTY (this “Guaranty”) is executed and delivered as of June 22, 2015, by CorEnergy Infrastructure Trust, Inc., a Maryland corporation (“Guarantor”), whose address is 1100 Walnut, Suite 3350, Kansas City, MO 64106, in favor of Energy XXI USA, Inc., a Delaware corporation (“Seller”).
ELEVENTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTCredit Agreement • September 29th, 2015 • Energy XXI LTD • Oil & gas field exploration services • New York
This ELEVENTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated effective as of July 31, 2015 (the “Effective Date”), 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 First Lien Credit Agreement described below (the “Lenders”), and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties in the capacities herein identified.
