0001193125-07-010130 Sample Contracts

PURCHASE AND SALE AGREEMENT MARLIN ENERGY, L.L.C. AS SELLER AND ENERGY XXI GULF COAST, INC. AS BUYER
Purchase and Sale Agreement • January 22nd, 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.”

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 22nd, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of March 12, 2006, but effective as of February 21, 2006, is by and among MARLIN ENERGY, L.L.C., a Delaware limited liability company (“Seller”), ENERGY XXI GULF COAST, INC., a Delaware corporation (“Buyer”) and ENERGY XXI (US HOLDINGS) LIMITED, a company incorporated in Bermuda (“Holdings”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase and Sale Agreement referred to below.

JOINDER AND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 22nd, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services • Texas

This JOINDER AND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Joinder and Amendment”), dated as of March 2, 2006, is by and among MARLIN ENERGY, L.L.C, a Delaware limited liability company (“Seller”), ENERGY XXI GULF COAST, INC., a Delaware corporation (“Buyer”) and ENERGY XXI (US HOLDINGS) LIMITED, a company incorporated in Bermuda (“Holdings”). Capitalized term used but not defined herein shall have the meanings ascribed to such terms in the Purchase and Sale Agreement referred to below.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • January 22nd, 2007 • Energy Xxi (Bermuda) LTD • Oil & gas field exploration services

WHEREAS Castex Energy, Inc., Castex Energy 1995, L.P., Browning Oil Company, Inc., Flare Resources Inc., J&S Oil and Gas, LLC, Kitty Hawk Energy, L.L.C. and Rabbit Island, L.P. (collectively, “Sellers” and Energy XXI Gulf Coast, Inc. (“Buyer”; and with Sellers, the “Parties”) did enter into that certain Purchase and Sale Agreement dated June 6, 2006, but effective June 1, 2006, as previously amended (collectively, the “Purchase and Sale Agreement”); and

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