Exhibit 10.2


 


SECOND AMENDMENT AND WAIVER TO FIRST
LIEN EXIT CREDIT AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, the Borrower,
the Lenders, the Administrative Agent and certain other Persons are parties to the First Lien Exit Credit Agreement, dated as of
December 30, 2016, as amended by the Amendment to First Lien Exit Credit Agreement dated as of March 3, 2017 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “First Lien Credit Agreement”);


 


WHEREAS, the Borrower
requests a waiver to the requirement that it deliver a Reserve Report dated as of January 1, 2017, and in lieu thereof will deliver
a Reserve Report dated as of April 1, 2017, upon the terms set forth in this Waiver;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


Section 1.               
Definitions. Capitalized terms used herein (including in the Recitals hereto) but not defined herein shall have the
meanings as given them in the First Lien Credit Agreement, unless the context otherwise requires.


 


Section 2.               
Waiver and Amendment. The Lenders hereby waive and amend the requirement in Section 2.8.2(a) of the First Lien Credit
Agreement with respect to only the Reserve Report to be delivered prior to May 31, 2017, as provided in such Section 2.8.2(a)
(herein the “First 2017 Reserve Report”) that such First 2017 Reserve Report have an “as of” date of January
1, 2017, such waiver being upon the express condition and requirement that the Borrower deliver a Reserve Report otherwise meeting
the requirements of Section 2.8.2(a) prior to May 31, 2017 with an “as of” date of April 1, 2017. The waiver and
amendment in this Section 2 is only for the First 2017 Reserve Report for the calendar year 2017 and not for any other Reserve
Report required to be delivered pursuant to Section 2.8.2 of the Credit Agreement.


 


Section 3.               
Conditions to Effectiveness and Certain Agreements. This Waiver shall be deemed effective (subject to the conditions
herein contained) as of the Waiver Effective Date when the Administrative Agent has received counterparts hereof duly executed
by the Borrower, the Administrative Agent and
the Required Lenders and upon the prior or concurrent satisfaction of each of the following conditions:


 




     


     


    




 


(a)               
the Administrative Agent shall have received for its own account, if then invoiced, any amounts payable pursuant to Section 10.3
of the First Lien Credit Agreement;


 


(b)              
the Borrower shall have represented and warranted that the representations and warranties in Section 4 below are true
and correct; and


 


(c)               
no Borrowing Base Deficiency, Default or Event of Default shall have occurred and be continuing.


 


Delivery by the Borrower
of an executed counterpart of this Waiver to the Administrative Agent shall constitute a representation and warranty by the Borrower
that the statements in the foregoing clauses (a), (b) and (c) are true and correct.


 


Section 4.               
Representations and Warranties. The Borrower hereby represents and warrants that after giving effect hereto:


 


(a)               
the representations and warranties of the Obligors contained in the Loan Documents are true and correct in all material
respects, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall
remain correct in all material respects as of such earlier date (except for any such representations and warranties which are qualified
by a materiality qualifier which shall be true and correct in all respects); provided that notwithstanding the foregoing, the Borrower
makes no representation in respect of Section 6.6 or Section 6.18 of the First Lien Credit Agreement;


 


(b)              
except to the extent waived in this Waiver, the Borrower performed and complied with all agreements and conditions contained
in the First Lien Credit Agreement required to be performed or complied with by it prior to or as of the Waiver Effective Date;


 


(c)               
the execution, delivery and performance by the Borrower and each other Obligor of this Waiver and the other Loan Documents
have been duly authorized by all necessary corporate or other action required on their part and this Waiver , along with the First
Lien Credit Agreement and the other Loan Documents, constitutes the legal, valid and binding obligation of each Obligor a party
thereto enforceable against them in accordance with its terms, except as its enforceability may be affected by the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally;


 


(d)              
neither the execution, delivery and performance of this Waiver by the Borrower, the performance by it of the First Lien
Credit Agreement as amended hereby nor the consummation of the transactions contemplated hereby does or shall contravene, result
in a breach of, or violate (i) any provision of any Obligor’s certificate or articles of incorporation or bylaws or
other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality,
or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Obligor or any of its Subsidiaries
is a party or by which any Obligor or any of its Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived by a
written waiver document, a copy of which has been delivered to Administrative Agent on or before the date hereof; and


 




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(e)               
no Material Adverse Effect has occurred since December 31, 2016, except any Material Adverse Effect as a direct result
of the decline in the price of hydrocarbons.


 


Section 5.               
Loan Document; Ratification.


 


(a)               
This Waiver is a Loan Document.


 


(b)              
The Borrower and each other Obligor hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions
and obligations of the First Lien Credit Agreement as amended or modified hereby and each of the other Loan Documents including
without limitation all Mortgages, Security Agreements, Guaranties, Control Agreements and other Security Documents, to which it
is a party.


 


Section 6.               
Costs and Expenses. As provided in Section 10.3 of the First Lien Credit Agreement, the Borrower agrees to reimburse
Administrative Agent for all fees, costs, and expenses, including the reasonable fees, costs, and expenses of counsel or other
advisors for advice, assistance, or other representation, in connection with this Waiver and any other agreements, documents, instruments,
releases, terminations or other collateral instruments delivered by the Administrative Agent in connection with this Waiver.


 


Section 7.               
GOVERNING LAW. THIS WAIVER SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


Section 8.               
Severability. Any provision of this Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Waiver or affecting the validity or enforceability of such provision in any other jurisdiction.


 


Section 9.               
Counterparts. This Waiver may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument, and any party hereto may execute this Waiver by signing one or more counterparts. Any signature hereto
delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.


 


Section 10.           
No Waiver or Agreement. The execution, delivery and effectiveness of this Waiver shall not operate as a waiver of
any default of the Borrower or any other Obligor or any right, power or remedy of the Administrative Agent or the other Secured
Parties under any of the Loan Documents, nor constitute a waiver of (or consent to departure from) any terms, provisions, covenants,
warranties or agreements of any of the Loan Documents. The parties hereto reserve the right to exercise any rights and remedies
available to them in connection with any present or future defaults with respect to the First Lien Credit Agreement or any other
provision of any Loan Document.


 




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Section 11.           
Release. Borrower, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors, successors
and assigns, each do hereby forever release, discharge and acquit the Administrative Agent, each Issuer, each Lender and each
other Secured Party and each of their successors, assignees, participants, officers, directors, members, affiliates, advisors,
internal and external attorneys, agents and employees (the “Releasees”), from any and all duties, liabilities, obligations,
claims (including claims of usury), demands, accounts, suits, controversies and actions that they at any time had or have or that
its successors and assigns hereafter may have, whether known or unknown, against any Releasee (collectively, the “Released
Claims”) that arise under, or in connection with, or that otherwise relate, directly or indirectly, to the First Lien Credit
Agreement, any other Loan Document, any Hedging Agreement, any Bank Product Agreement or any related document, or to any acts
or omissions of any such Releasee in connection with any of the foregoing. As to each and every claim released hereunder, Borrower
hereby represents that it has received the advice of legal counsel with regard to the releases contained herein and are freely
and voluntarily entering into this Waiver . Borrower, for itself and on behalf of its Subsidiaries and Affiliates and its and
their predecessors, successors and assigns, does hereby forever covenant not to assert (and not to assist or enable any other
Person to assert) any Released Claim against any Releasee. 


 


Section 12.           
Successors and Assigns. This Waiver shall be binding upon the Borrower and its Subsidiaries and their respective
successors and permitted assigns and shall inure, together with all rights and remedies of each Secured Party hereunder, to the
benefit of each Secured Party and the respective successors, transferees and assigns.


 


Section 13.           
Entire Agreement. THIS WAIVER, THE FIRST LIEN CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature Pages Follow)


 


 


 




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In Witness Whereof, the
parties hereto have caused this Waiver to be duly executed and delivered by their respective duly authorized officers as of the
date first written above.


 





 


	 	ENERGY XXI GULF COAST, INC.
	 	 
	 	By:	/s/ Glen Priestley 
			Name: Glen Priestley

Title: Vice President, Treasury



 




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	 	Wells
                                         Fargo Bank, N.A., as the

                                                                                Administrative
                                         Agent, an Issuer and a

                                                                                Lender

	 	 
	 	 	 
	 	By:	/s/ David Maynard 
			 

Name: David Maynard

Title: Senior Vice President



 




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	 	AMEGY BANK NATIONAL ASSOCIATION,
as Lender
	 	 
	 	 
	 	By:	 
			Name: 

Title: 



 


 


 







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	 	THE BANK OF NOVA SCOTIA, as
Lender
	 	 
	 	 
	 	By:	 
			Name: 

Title: 



 




 


 


 




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	 	TORONTO DOMINION (TEXAS) LLC,
as Lender
	 	 
	 	 
	 	By:	/s/
Annie Dorval
			Name: Annie Dorval

Title: Authorized Signatory



 


 


 


 




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	 	CAPITAL ONE, NATIONAL ASSOCIATION,
as Lender
	 	 
	 	 
	 	By:	/s/
Robert James
			Name: Robert S. James

Title: Director



 


 


 




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	 	NATIXIS, New
York Branch, as Lender
	 	 
	 	 
	 	By:	/s/
Brice Le Foyer
			Name: Brice Le Foyer

Title: Director
	 	 	 
	 	By:	/s/ Ajay Prakash
	 	 	Name: Ajay Prakash

Title: Vice President






 


 




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	 	BARCLAYS BANK PLC, as Lender
	 	 
	 	 
	 	By:	/s/
Jake Lam
			Name: Jake Lam

Title: Assistant Vice President



   


 




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	 	CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Lender
	 	 
	 	 
	 	By:	 
			Name: 

Title: 
	 	 
	 	By:	 
			Name: 

Title: 



  




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ING CAPITAL LLC, as Lender
	 	 
	 	 
	 	By:	/s/
Charles Hall
			Name: Charles Hall

Title: Managing Director
	 	 
	 	By:	/s/
Scott Lamoreaux
			Name: Scott Lamoreaux

Title: Director



  




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	 	REGIONS BANK, as Lender and
as Swing Line Lender
	 	 
	 	 
	 	By:	/s/
Kelly L. Elmore III
			Name: Kelly L. Elmore III

Title: Managing Director



   


  




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	 	CITIBANK, N.A., as Lender
	 	 
	 	 
	 	By:	/s/ Cliff Vaz
			Name: Cliff Vaz

Title: Vice President



   




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	 	 UBS AG, STAMFORD BRANCH, as
Issuer and Lender
	 	 
	 	 
	 	By:	/s/ Craig Pearson
			Name: Craig Pearson

Title: Associate Director, Banking Product Services, US
	 	 
	 	By:	/s/
Darlene Arias
			Name: Darlene Arias

Title: Director



  


 




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	 	 DEUTSCHE BANK AG NEW YORK BRANCH,
as Lender
	 	 
	 	 
	 	By:	/s/ Anca Trifan
			Name: Anca Trifan

Title: Managing Director
	 	 
	 	By:	/s/ Marcus Tarkington
			Name: Marcus Tarkington

Title: Director



 


 




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	 	COMMONWEALTH BANK OF AUSTRALIA,
as Lender
	 	 
	 	 
	 	By: 	/s/ Damien Podagiel
	 	 	Name: Damien Podagiel

Title: Associate Director
	 	 









 




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	 	COMERICA BANK, as Lender
	 	 
	 	 
	 	By:	  
	 	 	Name: 

Title: 
	 	 



 







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	 	FIFTH THIRD BANK, as Lender
	 	 
	 	 
	 	By:	/s/ David R. Garcia
	 	 	Name: David R. Garcia

Title: Vice President
	 	



 


 


 




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	 	ABN AMRO CAPITAL USA LLC, as
Lender
	 	 
	 	 
	 	By: 	/s/ Richard Klompjan
	 	 	Name: Richard Klompjan

Title: Executive Director
	 	 
	 	By: 	/s/ Antonio Molestina
	 	 	Name: Antonio Molestina

Title: Managing Director



 


 




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	 	SUMITOMO MITSUI BANKING CORPORATION,
as Lender
	 	 
	 	 
	 	By: 	/s/ Toshitake Funaki
	 	 	Name: Toshitake Funaki

Title: Managing Director
	 	 



 


 




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	 	KEYBANK NATIONAL ASSOCIATION,
as Lender
	 	 
	 	 
	 	By: 	  
	 	 	Name:

Title:
	 	 



 


 




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	 	SANTANDER BANK, N.A., as Lender
	 	 
	 	 
	 	By:	  
	 	 	Name:

Title:
	 	 
	 	By:	  
	 	 	Name:

Title:






 


 




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	 	WHITNEY BANK, as Lender
	 	 
	 	 
	 	By:	/s/ William Jochetz
	 	 	Name: William Jochetz

Title: Vice President
	 	 



 







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	 	CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK BRANCH, as Lender
	 	 
	 	 
	 	By:	/s/ Eric J. Santis
	 	 	Name: Eric J. Santis

Title: Executive Director
	 	 



 




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	 	CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Lender
	 	 
	 	 
	 	By:	/s/ Ronald Spitzer 
	 	 	Name: Ronald E. Spitzer

Title: Managing Director
	 	 
	 	By:	/s/ Kathleen Sweeney 
	 	 	Name: Kathleen Sweeney

Title: Managing Director



  


 




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	 	IBERIABANK, as Lender
	 	 
	 	 
	 	By:	/s/ Moni Collins 
	 	 	Name: Moni Collins

Title: Senior Vice President
	 	 



 


 




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	 	PNC BANK, NATIONAL ASSOCIATION,
as Lender
	 	 
	 	 
	 	By:	   
	 	 	Name:

Title:
	 	 



 





 




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	 	CITIGROUP FINANCIAL PRODUCTS
INC., as Lender
	 	 
	 	 
	 	By: 	/s/ Brian S. Boyles
	 	 	Name: Brian S. Boyles

Title: Authorized Signatory
	 	 



 


 




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	 	ACKNOWLEDGED AND AGREED AS OF

                                                               THE DATE FIRST ABOVE WRITTEN:

	 	 
	 	 
	 	ENERGY XXI GOM, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI ONSHORE, LLC
	 	 	 
	 	By:	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI PIPELINE, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 
	 	By:	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer










 




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	 	ENERGY XXI PIPELINE II, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	MS ONSHORE, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	EPL OIL & GAS, INC.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	EPL PIPELINE, L.L.C.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	NIGHTHAWK, L.L.C.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	EPL OF LOUISIANA, L.L.C.
	 	 	 
	 	By:	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer










 




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	 	DELAWARE EPL OF TEXAS, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ANGLO-SUISSE OFFSHORE PIPELINE
	 	PARTNERS, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	EPL PIONEER HOUSTON, INC.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY PARTNERS, LTD., LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	M21K, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 













 




    	 	S-30	




     


    

 





	 	SOILEAU CATERING, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI INSURANCE LIMITED
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI OFFSHORE SERVICES, INC.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI NATURAL GAS HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI SERVICES, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer







 







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	 	ENERGY XXI HOLDINGS, INC.
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer
	 	 	 
	 	ENERGY XXI GIGS SERVICES, LLC
	 	 	 
	 	By: 	/s/ Glen Priestley
	 	 	Name: Glen Priestley
	 	 	Title: Treasurer










 


 



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