REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (including all exhibits hereto and as may be amended, supplemented or amended and restated from time to time in accordance with the terms hereof, this “Agreement”) is made and entered into as of December 30, 2016, by and among Energy XXI Gulf Coast Inc., a Delaware corporation (the “Company”), and the other parties signatory hereto and any additional parties identified on the signature pages of any joinder agreement executed and delivered pursuant hereto.
AND EACH OF THE GUARANTORS PARTY HERETO 16% SECOND LIEN JUNIOR SECURED NOTES DUE 2014Indenture • September 4th, 2009 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
INDENTURE dated as of __________ ____, 2009 among Energy XXI Gulf Coast, Inc., a Delaware corporation, the Guarantors (as defined herein) and Wilmington Trust FSB and any and all successors thereto, as Trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENERGY XXI ONSHORE, LLCLimited Liability Company Agreement • October 18th, 2013 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (this “Agreement”) of ENERGY XXI ONSHORE, LLC is entered into this 1st day of December, 2008 by the sole member, Energy XXI GOM, LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).
WARRANT AGREEMENTWarrant Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 30, 2016, is by and among reorganized Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (together with its successors and assigns, the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of December 30, 2016, by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2018 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (“Agreement”) between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and Tiffany Thom Cepak (“Executive”), is entered into on and as of February 12, 2018 (the “Effective Date”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 22nd, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is entered into on December 30, 2016 (“Effective Date”), by and among Energy XXI USA, Inc., a Delaware corporation (“Assignor”), Energy XXI Gulf Coast, Inc., a Delaware corporation (“Assignee”), and Grand Isle Corridor, L.P., a Delaware limited partnership (“Buyer”). Assignor, Assignee and Buyer are each, individually, a “Party,” and are, together, the “Parties.” Capitalized terms used but not defined in this Assignment have the meanings given those terms under the Purchase Agreement (as defined below).
Energy XXI (Bermuda) Limited, as Issuer and The Subsidiary Guarantors named herein, as Subsidiary Guarantors to [Trustee's Name], as Trustee SUBORDINATED INDENTURE Dated as of _____________, 200_Energy XXI Gulf Coast, Inc. • January 17th, 2008 • Crude petroleum & natural gas • New York
INDENTURE, dated as of __________, 200__, among Energy XXI (Bermuda) Limited, a corporation duly organized and existing under the laws of Bermuda (herein called the "Company"), having its principal office at Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda, each of the Subsidiary Guarantors (as hereinafter defined) and [Trustee's Name], a banking corporation duly organized and existing under the laws of the State of [________], as Trustee (herein called the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (this “Agreement”) is entered into this 2nd day of February, 2017 (the “Effective Date”), by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and Michael S. Reddin (“Executive”).
GUARANTYJoinder Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
THIS GUARANTY (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Guaranty”), effective as of December 30, 2016, 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 that become a party hereto, the “Guarantors”), in favor of the Administrative Agent and each of the Secured Parties (each as defined below).
ASSIGNMENT AND ASSUMPTION OF GUARANTY AND RELEASEAssignment and Assumption of Guaranty and Release • February 22nd, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Louisiana
THIS ASSIGNMENT AND ASSUMPTION OF GUARANTY AND RELEASE (this “Assignment”) is entered into as of December 30, 2016 (the “Effective Date”), by and among Energy XXI Ltd, an exempted company formed under the laws of Bermuda (“Assignor”), Energy XXI Gulf Coast, Inc., a Delaware corporation (“Assignee”), and Grand Isle Corridor, LP, a Delaware limited partnership (“Landlord”). Assignor, Assignee and Landlord are each, individually, a “Party,” and are, together, the “Parties.” Unless as specifically modified, all capitalized terms used but not otherwise defined herein, shall have the same meaning as set forth in the Guaranty.
ENERGY XXI GULF COAST, INC. RESTRICTED STOCK UNIT AGREEMENT (Director Award)Restricted Stock Unit Agreement • January 17th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Restricted Stock Unit (“Notice of Grant”) by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”) and you;
AGREEMENT AND PLAN OF MERGER Among MLCJR LLC, YHIMONE, INC. and ENERGY XXI GULF COAST, INC. Dated as of June 18, 2018Agreement and Plan of Merger • June 18th, 2018 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 18, 2018 (this “Agreement”), among MLCJR LLC, a Texas limited liability company (“Parent”), YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”).
AMENDMENT TO FIRST LIEN EXIT CREDIT AGREEMENTFirst Lien Exit Credit Agreement • March 8th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
This AMENDMENT TO FIRST LIEN EXIT CREDIT AGREEMENT (“Amendment”), dated effective as of March 3, 2017 (the “Amendment Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), the lenders party to the First Lien Exit 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.
CONSULTING AGREEMENTConsulting Agreement • August 25th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 24, 2017 (the “Effective Date”), by and between Energy XXI Gulf Coast, Inc. (the “Company”) and Hugh Menown (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement collectively as the “Parties,” and each individually as a “Party.”
ENERGY XXI GULF COAST, INC. EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (this “Agreement”) by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and John D. Schiller, Jr. (“Executive”) is entered into effective as of December 30, 2016 (the “Effective Date”).
FIRST LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXYAssumption Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
This FIRST LIEN PLEDGE AND SECURITY AGREEMENT AND IRREVOCABLE PROXY, effective as of December 30, 2016 (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), is made by ENERGY XXI GULF COAST, INC. and each of its undersigned subsidiaries (each, a “Grantor” and, together with each of the other signatories hereto and any other entities from time to time party hereto, the “Grantors”), in favor of the Administrative Agent and each of the Secured Parties (each as defined below).
CONSULTING AGREEMENTConsulting Agreement • February 7th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of February 2, 2017 (the “Effective Date”), by and between Energy XXI Gulf Coast, Inc. (the “Company”) and John D. Schiller, Jr. (“Consultant”). The Company and Consultant are sometimes referred to in this Agreement collectively as the “Parties,” and each individually as a “Party.”
RESIGNATION AGREEMENT AND GENERAL RELEASEResignation Agreement and General Release • February 7th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
This Resignation Agreement and General Release (“Agreement”) is made and entered into between Energy XXI Gulf Coast, Inc. (“Employer”), on the one hand, and Antonio de Pinho (“Employee”), on the other hand, upon the following terms and conditions:
FIRST LIEN EXIT CREDIT AGREEMENT dated as of December 30, 2016, among ENERGY XXI GULF COAST, INC., as the Borrower, VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES HERETO, as the Lenders, and WELLS FARGO BANK, N.A. as the...First Lien Exit Credit Agreement • January 6th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 10th, 2018 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Delaware
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 18, 2018 (the “Agreement”), is among MLCJR LLC, a Texas limited liability company (“Parent”), YHIMONE, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (this “Agreement”) is entered into this 24th day of August, 2017 by and between Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Company”), and Tiffany J. Thom (“Executive”).
Energy XXI (Bermuda) Limited, as Issuer and The Subsidiary Guarantors named herein, as Subsidiary Guarantors to [Trustee's Name], as TrusteeSenior Indenture • January 17th, 2008 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
INDENTURE, dated as of __________, 200__, among Energy XXI (Bermuda) Limited, a corporation duly organized and existing under the laws of Bermuda (herein called the "Company"), having its principal office at Canon’s Court, 22 Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda, each of the Subsidiary Guarantors (as hereinafter defined) and [Trustee's Name], a banking corporation duly organized and existing under the laws of the State of [________], as Trustee (herein called the "Trustee").
RESIGNATION AGREEMENT AND GENERAL RELEASEResignation Agreement and General Release • February 7th, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • Texas
This Resignation Agreement and General Release (“Agreement”) is made and entered into between Energy XXI Gulf Coast, Inc. (“Employer”), on the one hand, and Bruce Busmire (“Employee”), on the other hand, upon the following terms and conditions:
SECOND AMENDMENT AND WAIVER TO FIRST LIEN EXIT CREDIT AGREEMENTExit Credit Agreement • May 22nd, 2017 • Energy XXI Gulf Coast, Inc. • Crude petroleum & natural gas • New York
This SECOND AMENDMENT AND WAIVER TO FIRST LIEN EXIT CREDIT AGREEMENT (“Waiver”), dated effective as of April 24, 2017 (the “Waiver Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”), the lenders party to the First Lien Exit 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.
