Execution Version


 


Exhibit 10.14


 


ASSIGNMENT AND BILL OF SALE


 


This Assignment and
Bill of Sale (this “Assignment”) is dated as of March 11, 2015, effective as of March 11, 2015 (the “Effective
Time”), and is executed by and among ENERGY XXI GOM, LLC, a Delaware limited liability company, ENERGY XXI PIPELINE,
LLC, a Delaware limited liability company, and ENERGY XXI PIPELINE II, LLC, a Delaware limited liability company, with offices
at 1021 Main Street, Suite 2626, Houston, Texas 77002 (collectively, “Assignor”), and ENERGY XXI USA,
INC., a Delaware corporation, with offices at 1021 Main Street, Suite 2626, Houston, Texas 77002 (“Assignee”).


 


ARTICLE I


 


ASSIGNMENT


 


Assignor, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby GRANTS, DEEDS, BARGAINS, SELLS,
CONVEYS, ASSIGNS, TRANSFERS, SETS OVER and DELIVERS unto Assignee, subject to the remaining terms and provisions of this Assignment,
the following real, personal or mixed property and appurtenant rights (contractual or otherwise) (collectively, the “Properties”
and individually, a “Property”), to-wit:


 


		(a)	all of Assignor’s right, title and interest in, to and under, or derived from, the rights-of-way
and/or easements described or referenced on Exhibit A attached hereto (collectively, the “ROWs”);



 


		(b)	all of Assignor’s right, title and interest in, to and under, or derived from, all contracts
and agreements directly relating to the Properties (the “Contracts”);



 


		(c)	all of Assignor’s right, title and interest in, to and under, or derived from the personal
property, improvements, fixtures, facilities, meters, flow lines, injection lines, pipelines, tanks, boilers, buildings, machinery,
equipment (surface and downhole), salt water disposal facilities, inventory, utility lines, power lines, telephone lines, roads
and other appurtenances (excluding, however, any flowlines), to the extent the same are situated upon and used or held for use
by Assignor solely in connection with the ownership, operation, maintenance or repair of the Properties, including, without limitation,
the assets described on Exhibit B attached hereto (collectively, the “Tangible Property”);



 


		(d)	all of Assignor’s right, title and interest in, to and under, or derived from, all environmental
and other governmental (whether federal, state or local) permits, licenses, orders, authorizations, franchises and related instruments
or rights directly relating to the ownership, operation or use of the Properties (the “Permits”);



 




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Execution Version


 


		(e)	all of the following, to the extent related to the rights and interests identified elsewhere in
this Article I, or used or held for use in connection with the maintenance or operation thereof, to the extent such are
assignable or transferable by Assignor without restriction under applicable law or under any contracts, agreements or instruments
(and without payment by Assignor): maps, reports and other written material relating to the Properties, including, without limitation,
right-of-way files, property records, contract files, operations files, copies of tax and accounting records and files (“Records”);



 


		(f)	all of Assignor’s right, title and interest in, to and under, or derived from, the real property
that is described on Exhibit C attached hereto, including all buildings, facilities, equipment and any other improvements
located thereon (collectively, the “Land”); and



 


		(g)	to the extent not described under subsections (a) through (f) above, all of Assignor’s right,
title and interest in and to any other real, personal or mixed property and appurtenant rights (contractual or otherwise) directly
related thereto but to the extent and only to the extent same pertain to a Property, excluding, however, any fee lands or real
estate.



 


TO HAVE AND TO HOLD
all of the Properties, together with all rights, titles, interests, estates, remedies, powers and privileges thereunto appertaining
unto Assignee and its successors, legal representatives and assigns forever, subject to the Permitted Encumbrances, terms, conditions
and reservations of this Assignment.


 


ARTICLE II


 


LIMITED WARRANTY


 


		Section 2.1	Special Limited Warranty.      Assignor
binds itself to warrant and forever defend title to its interest in and to the Properties, subject to the Permitted Encumbrances,
unto Assignee, its successors and assigns, against all persons lawfully claiming or to claim the same or any part thereof by,
through or under Assignor, but not otherwise.



 


		Section 2.2	Permitted Encumbrances.
                                              As used herein, the term “Permitted Encumbrances” means
                                         any or all of the following:



 


		(a)	liens for current taxes or assessments not yet due or delinquent or, if delinquent, that are being
contested in the ordinary course of business;



 




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Execution Version


 


		(b)	materialmen’s, mechanic’s, repairman’s, employee’s, contractor’s,
operator’s and other similar liens or charges arising in the ordinary course of business for amounts not yet delinquent;



 


		(c)	all rights to consent by, required notices to, filings with, or other actions by governmental authorities
in connection with the transfer of a Property if the same are customarily obtained subsequent to such transfer, and all rights
to consents by or required notices to any non-governmental third party;



 


		(d)	easements, rights-of-way, servitudes, permits, surface leases, and other rights in respective of
surface operations on or over any of the Properties which do not comprise a Property and do not materially interfere with the current
or proposed operations on the Properties;



 


		(e)	any encumbrances which do not, in the aggregate, materially detract from the value of or materially
interfere with the use, ownership or operation of the Properties subject thereto or affected thereby (as currently used, owned
or operated) or which would be accepted by a reasonably prudent purchaser engaged in the business of owning and operating oil and/or
gas pipelines and related facilities; or



 


		(f)	all mortgages, deeds of trust, liens and other encumbrances associated with Assignor’s credit
facility with The Royal Bank of Scotland plc, as Administrative Agent, pursuant to a certain First Lien Credit Agreement dated
as of April 4, 2006, as amended, supplemented or otherwise modified from time to time.



 


		Section 2.3	Information
                                         about the Properties.    EXCEPT AS EXPRESSLY SET FORTH IN THIS ASSIGNMENT, ASSIGNOR
                                         MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, STATUTORY OR IMPLIED, AS TO (a) ACCURACY,
                                         COMPLETENESS OR MATERIALITY OF ANY DATA, INFORMATION OR RECORDS FURNISHED TO ASSIGNEE
                                         IN CONNECTION WITH THE PROPERTIES; (b) GAS BALANCING INFORMATION, ALLOWABLES OR OTHER
                                         REGULATORY MATTERS; OR (c) THE PRESENT OR FUTURE VALUE OF THE ANTICIPATED INCOME, COSTS
                                         OR PROFITS, IF ANY, TO BE DERIVED FROM THE PROPERTIES. ANY DATA, INFORMATION OR OTHER
                                         RECORDS FURNISHED BY ASSIGNOR ARE PROVIDED TO ASSIGNEE AS A CONVENIENCE AND ASSIGNEE’S
                                         RELIANCE ON OR USE OF THE SAME IS AT ASSIGNEE’S SOLE RISK.



 




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Execution Version


 


		Section 2.4	Condition
                                         and Fitness of the Properties.    Except for the special warranty
                                         of title herein, ASSIGNOR CONVEYS THE PROPERTIES TO ASSIGNEE WITHOUT ANY EXPRESS,
                                         STATUTORY OR IMPLIED WARRANTY OR REPRESENTATION OF ANY KIND, INCLUDING WARRANTIES RELATING
                                         TO (a) THE CONDITION OR MERCHANTABILITY OF THE PROPERTIES OR (b) THE FITNESS OF THE PROPERTIES
                                         FOR A PARTICULAR PURPOSE. ASSIGNEE HAS INSPECTED OR HAS BEEN GIVEN THE OPPORTUNITY TO
                                         INSPECT THE PROPERTIES FOR ALL PURPOSES INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSE
                                         OF DETECTING THE PRESENCE OF NATURALLY OCCURRING RADIOACTIVE MATERIALS (“NORM”)
                                         AND MAN MADE MATERIAL FIBERS (“MMMF”) AND HAS SATISFIED ITSELF AS
                                         THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE INCLUDING, BUT
                                         LIMITED TO, CONDITIONS RELATED TO THE PRESENCE, RELEASE, OR DISPOSAL OF HAZARDOUS SUBSTANCES
                                         OR HYDROCARBONS. ASSIGNEE ACCEPTS THE PROPERTIES IN THEIR “AS-IS” “WHERE-IS”
                                         CONDITION AND “WITH ALL FAULTS.” ASSIGNOR DISCLAIMS ALL LIABILITY ARISING
                                         IN CONNECTION WITH THE PRESENCE OF NORM OR MMMF ON THE PROPERTIES. ASSIGNEE EXPRESSLY
                                         WAIVES THE WARRANTY OF FITNESS FOR INTENDED PURPOSES OR GUARANTEE AGAINST HIDDEN OR LATENT
                                         REDHIBITORY VICES UNDER LOUISIANA LAW, INCLUDING LOUISIANA CIVIL CODE ARTICLES 2520 (1870)
                                         THROUGH 2548 (1870), AND THE WARRANTY IMPOSED BY LOUISIANA CIVIL CODE ARTICLE 2475; WAIVES
                                         ALL RIGHTS IN REDHIBITION PURSUANT TO LOUISIANA CIVIL CODE ARTICLES 2520, ET SEQ.; ACKNOWLEDGES
                                         THAT THIS EXPRESS WARRANTY SHALL BE CONSIDERED A MATERIAL AND INTEGRAL PART OF THIS ASSIGNMENT
                                         AND THE CONSIDERATION THEREOF; AND ACKNOWLEDGES THAT THIS WARRANTY HAS BEEN BROUGHT TO
                                         THE ATTENTION OF THE ASSIGNEE AND EXPLAINED IN DETAIL AND THAT ASSIGNEE HAS VOLUNTARILY
                                         AND KNOWINGLY CONSENTED TO THIS WAIVER OF WARRANTY OF FITNESS AND/OR WARRANTY AGAINST
                                         REDHIBITORY VICES AND DEFECTS FOR THE PROPERTIES, TO THE EXTENT THE PROPERTIES ARE LOCATED
                                         IN LOUISIANA. TO THE EXTENT APPLICABLE TO THE PROPERTIES OR ANY PORTION THEREOF, ASSIGNEE
                                         HEREBY WAIVES THE PROVISIONS OF THE LOUISIANA UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION
                                         LAW (LA. R.S. 51:1402, ET SEQ.). ASSIGNEE WARRANTS AND REPRESENTS THAT IT: (i) IS EXPERIENCED
                                         AND KNOWLEDGEABLE WITH RESPECT TO THE OIL AND GAS INDUSTRY GENERALLY AND WITH TRANSACTIONS
                                         OF THIS TYPE SPECIFICALLY; (ii) POSSESSES AMPLE KNOWLEDGE, EXPERIENCE AND EXPERTISE TO
                                         EVALUATE INDEPENDENTLY THE MERITS AND RISKS OF THE TRANSACTIONS HEREIN CONTEMPLATED;
                                         AND (iii) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.



 




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Execution Version


 


		Section 2.5	Existing Conditions and Restrictions.     
This Assignment is made by Assignor and accepted by Assignee subject to all valid and subsisting conditions, covenants, restrictions,
reservations, exceptions, rights-of-way and easements, and Contracts, whether of record or not, and all laws, regulations and
restrictions, including building and zoning ordinances, of municipal or other governmental authorities applicable to and enforceable
against any of the Properties. Additionally, this Assignment is expressly made subject to and Assignee does hereby and by these
presents expressly assume all of the rights and obligations under the Contracts, including, without limitation, the following
Contracts, to the extent and only to the extent that same pertain to any of the Properties, to-wit:



 


		(a)	Purchase and Sale Agreement dated effective as of December 1, 2010, executed by and between Exxon
Mobil Corporation, et al., as seller, and Energy XXI GOM, LLC, as buyer;



 


		(b)	Assignment and Bill of Sale dated effective as of December 1, 2010, executed by ExxonMobil Pipeline
Company in favor of Energy XXI GOM, LLC; and



 


		(c)	Act of Cash Sale with Reservation of Servitude dated effective as of December 1, 2010, executed
by ExxonMobil Pipeline Company in favor of Energy XXI GOM, LLC, pertaining to the Land (“Act of Cash Sale”).
For emphasis, it is agreed that all of the reservations and exceptions and all of the terms and conditions set forth in the Act
of Cash Sale with respect to the Land are incorporated into this Assignment by reference thereto and are accepted by Assignee.



 


ARTICLE III


 


MISCELLANEOUS


 


		Section 3.1	Third Party Transferability Restrictions.
     To the extent the transfer contemplated by this Assignment with respect to any of the Properties is not valid, or is rendered
void, without the prior consent or approval of a third party, then this Assignment shall be deemed to have no force and effect
with respect to such Property unless and until the required third party consent or approval is first obtained.



 


		Section 3.2	Governmental Approvals.     
                                         For governmental filing and approval purposes, Assignor and Assignee may execute
                                         separate assignment instruments with respect to certain of the Properties utilizing forms
                                         required by a governmental entity. The interests in any of the Properties conveyed as
                                         a result of such separate assignments are the same, and not in addition to the interests
                                         in such Properties conveyed pursuant to this Assignment. Where separate assignments of
                                         the Properties have been or will be executed for filing with, and approval by, applicable
                                         governmental authorities, any such separate assignments (a) shall evidence this Assignment
                                         and assignment of the applicable Properties herein made and shall not constitute any
                                         additional assignment of such Properties, (b) are not intended to modify, and shall not
                                         modify, any of the terms, covenants and conditions or limitations on warranties set forth
                                         in this Assignment and are not intended to create, and shall not create, any representations,
                                         warranties or additional covenants of or by Assignor to Assignee and (c) shall be deemed
                                         to contain all of the terms and provisions of this Assignment as fully and to all intents
                                         and purposes as though the same were set forth at length in such separate assignments.



 




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Execution Version


 


		Section 3.3	Further Assurances.    Assignor and
Assignee agree to execute such additional transfers and other documents as may be necessary in order to accurately transfer, of
record, all Properties owned by Assignor intended to be conveyed to Assignee pursuant to the terms and provisions of this Assignment.



 


		Section 3.4	Successors and Assigns.     This Assignment
shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns.



 


		Section 3.5	Counterparts.     This Assignment may be executed in any number of counterparts, each of which shall be binding upon the party or parties hereto.



 


		Section 3.6	Governing
                                         Law.     This Assignment and the legal relations between the parties shall be governed
                                         by and construed in accordance with the laws of the State of Louisiana. Each party consents
                                         to personal jurisdiction in any action brought in the United States federal and state
                                         courts located in the State of Texas with respect to any dispute, claim or controversy
                                         arising out of or in relation to or in connection with this Assignment, and each of the
                                         parties hereto agrees that any action with respect to any such dispute, controversy,
                                         or claim will be determined exclusively in a state or federal district court located
                                         in Harris County, Texas. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
                                         PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
                                         ANY SUCH DISPUTE ARISING OUT OF THIS ASSIGNMENT BROUGHT IN SUCH COURT OR ANY DEFENSE
                                         OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH OF THE PARTIES AND THEIR
                                         RESPECTIVE SUCCESSORS AND ASSIGNS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY
                                         IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
                                         ARISING OUT OF OR RELATING TO THIS ASSIGNMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR
                                         THE ACTIONS OF ANY OTHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
                                         THEREOF.



 


		Section 3.7	Subrogation.     This Assignment is made
with full substitution and subrogation of Assignee in and to all covenants and warranties by others to Assignor and its affiliates.



 




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Execution Version


 


		Section 3.8	Exhibits.      All
                                         Exhibits attached hereto are hereby made a part hereof and incorporated herein by this
                                         reference. References in such Exhibits to instruments on file in the public records are
                                         notice of such instruments for all purposes. Unless provided otherwise, all recording
                                         references in such Exhibits are to the appropriate records of the Bureau of Ocean Energy
                                         Management or the counties and parishes in which the Properties are located or adjacent
                                         to the Properties.



 


		Section 3.9	Recording.      This Assignment
                                         is intended to be recorded and filed of record. To facilitate recordation, there may
                                         be omitted from the Exhibits to this Assignment in certain counterparts descriptions
                                         of property located in recording jurisdictions other than the jurisdiction (tax district,
                                         county, parish, state, or federal agency) in which the particular counterpart is to be
                                         filed or recorded.



 


[Signature
page follows]


 




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Execution Version


 


IN WITNESS WHEREOF, this
Assignment is executed by the parties in the presence of the undersigned competent witnesses as of the date first above
written, but effective as of the Effective Time.


 


	WITNESSES:	 	ASSIGNOR:
	 	 	 
		 	Energy XXI GOM, LLC
	Bashara Bo Boyd	 	 
	Print Name:	 	 
	Anne Hess	 	By:	/S/ Antonio de Pinho
	Print Name:	 	Name: Antonio de Pinho
	 	 	Title: President


 


ACKNOWLEDGEMENT


 


STATE OF TEXAS


 


COUNTY OF HARRIS


 


On this 11th
day of March, 2015, before me appeared Antonio de Pinho, to me personally known, who, being by me duly sworn, did
say that he is the President of Energy XXI GOM, LLC, a Delaware limited liability company, and that the foregoing instrument
was executed on behalf of said company by authority of its ___________ and said appearer acknowledged said instrument to be the
free act and deed of said company.


 





	 	/S/ Pamela Gibbens
	 	Notary Public
	 	Notary Name: Pamella Gibbens
	 	My Commission Expires: July 25, 2015







 







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Execution Version


 


	WITNESSES:	ASSIGNOR:
	 	 
		Energy XXI Pipeline, LLC
	Bashara
    Bo Boyd	 
	Print Name:	 
	Anne Hess 	By:	/S/ Antonio de Pinho
	Print Name:	Name: Antonio de Pinho
	 	Title: President


 


ACKNOWLEDGEMENT


 


STATE OF TEXAS


 


COUNTY OF HARRIS


 


On this 11th
day of March, 2015, before me appeared Antonio de Pinho, to me personally known, who, being by me duly sworn, did
say that he is the President of Energy XXI Pipeline, LLC, a Delaware limited liability company, and that the foregoing instrument
was executed on behalf of said company by authority of its ___________ and said appearer acknowledged said instrument to be the
free act and deed of said company.


 





	 	/S/ Pamela Gibbens
	 	Notary Public
	 	Notary Name: Pamella Gibbens
	 	My Commission Expires: July 25, 2015







  




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Execution Version


 


	WITNESSES:	ASSIGNOR:
	 	 
		Energy XXI Pipeline II, LLC
	Bashara Bo Boyd  	 
	Print Name:	 
	Anne Hess 	By:	/S/ Antonio de Pinho
	Print Name:	Name: Antonio de Pinho
	 	Title: President


 


ACKNOWLEDGEMENT


 


STATE OF TEXAS


 


COUNTY OF HARRIS


 


On this 11th
day of March, 2015, before me appeared Antonio de Pinho, to me personally known, who, being by me duly sworn, did
say that he is the President of Energy XXI Pipeline II, LLC, a Delaware limited liability company, and that the foregoing
instrument was executed on behalf of said company by authority of its ___________ and said appearer acknowledged said instrument
to be the free act and deed of said company.


 





	 	/S/ Pamela Gibbens
	 	Notary Public
	 	Notary Name: Pamella Gibbens
	 	My Commission Expires: July 25, 2015







 







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Execution Version


 


	WITNESSES:	ASSIGNOR:
	 	 
		Energy XXI USA, INC.
	Hugh A.
    Menown	 
	Print Name:	 
	Anne Hess 	By:	/S/ J. Granger Anderson III
	Print Name:	Name: J. Granger Anderson III
	 	Title: Senior Vice President, Land


 


STATE OF TEXAS


 


COUNTY OF HARRIS


 


On this 11th
day of March, 2015, before me appeared J. Granger Anderson, to me personally known, who, being by me duly sworn,
did say that he is the Senior Vice President of Energy XXI USA, Inc., a Delaware limited liability company, and that the
foregoing instrument was executed on behalf of said company by authority of its ___________ and said appearer acknowledged said
instrument to be the free act and deed of said company.


 


	 	/S/ Pamela Gibbens
	 	Notary Public
	 	Notary Name:  Pamella Gibbens
	 	My Commission Expires:  July 25, 2015


 




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Execution Version


 


EXHIBIT A


Rights-of-Way


 


		1.	ST 54 – GI 22L: Right-of-Way Grant OCS-G 1506, Segment No. 8216.  A one-hundred
foot wide right-of-way to operate and maintain a 10 3/4-inch pipeline, 32.89 miles in length, to transport oil from Platform G
in South Timbalier Area Block 54, through South Timbalier Blocks 55, 56, 47, 46, 39, 40, 27, 26, 25, and 24, through Grand Isle
Area Blocks 38, 37, 36, 27, 28, and 23, to L-CMP-Valve in Grand Isle Area Block 22.



 


		2.	MC 397 – MC 268: Right-of-Way Grant OCS-G 29263, Segment No. 19190. A  two hundred
foot (200’) wide Right-of-Way for the operation and maintenance of an 8 5/8-inch pipeline, 67,642 feet in length, to transport
oil from Platform A in Block 397, across Blocks 353, 354, 355, 311, and 312, to Platform A in Block 268, which is an accessory
to the right-of-way, all located in the Mississippi Canyon Area.



 


		3.	MC 268 – WD 73A: Right-of-Way Grant OCS-G 3656, Segment No. 5034.  Right-of-way
two hundred (200) feet in width for the maintenance and operation of an 8-5/8-inch oil pipeline, 21.02 miles in length (as-built),
from Platform “A” in Block 268, Mississippi Canyon, across Blocks 138, 135, 134, 121 and 116, West Delta Area, South
Addition; Blocks 100, 101 and 92, West Delta Area, to Platform “A” in Block 73, West Delta Area.



 


		4.	MC 280 – SP 93A: Right-of-Way Grant OCS-G 5229, Segment No. 6639.  Right-of-way
two hundred (200) feet in width for the construction, maintenance and operation of a 12-inch pipeline, 15.21 miles in length, for
the transportation of crude oil, petroleum and/or gas from Exxon Corporation’s Platform “Lena” in Block 280,
Mississippi Canyon, across Blocks 279, 278 and 277, Mississippi Canyon; Block 92, South Pass Area, South Addition, to Exxon Corporation’s
Platform “A” in Block 93, South Pass Area, South Addition.



 


		5.	SP 93A – WD 73A: Right-of-Way Grant OCS-G 4979, Segment No. 6364.  Right-of-way
two hundred (200) feet in width for the maintenance and operation of a twelve-inch oil pipeline, 27.81 miles in length, from Platform
“A” in Block 93, South Pass Area, South and East Addition, across Block 94, South Pass Area, South and East Addition;
Blocks 145, 128, 129, 126, 125, 124, 113 and 114, West Delta Area, South Addition; Blocks 104, 103, 102, 91 and 92, West Delta
Area, to Platform “A” in Block 73, West Delta Area.



 


		6.	WD 30J – WD 73A: Right-of-Way Grant OCS-G 08382, Segment No. 7791.  A 200-foot
wide right-of-way to operate and maintain a 12 3⁄4-inch pipeline, 13.2 miles in length, to transport oil from a valve near
a subsea tie-in assembly in Block 30, through Blocks 45, 44, 62, 63, 74,  to Platform A in Block 73, all located in West Delta
Area.



 




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Execution Version


 


		7.	GI 33 SSTI – GI 22L: Right-of-Way Grant OCS-G 1506-B, Segment No. 4259.  A Right-of-way
two hundred feet in width for the maintenance and operation of a 12-inch pipeline, 7.74 miles in length, to transport crude oil
from a 12-inch subsea tie-in in Block 32, through Blocks 31, 30, 29, to L-CMP-Valve, in Block 22, all located in the Grand Isle
Area.



 


		8.	WD 73A – GI 32 SSTI: Right-of-Way Grant OCS-G 3860, Segment No. 5284.  Right-of-way
two hundred feet (200’) in width for the maintenance and operation of a 12-inch pipeline to transport crude oil, 12.06 miles
in length, beginning at Platform "A", Block 73, and extending through Blocks 72, 71, 66, 67 and 68 West Delta Area terminating
at a 12-inch subsea tie-in located in Block 32, Grand Isle Area.



 


		9.	WD 30J – WD 30 (Valve): Right-of-Way Grant OCS-G 29080, Segment No. 18245. A 200-foot
wide right-of-way to operate and maintain a 12 3/4-inch pipeline, 0.53 miles in length, to transport oil from Platform J to a valve,
all located in West Delta Area Block 30.



 


		10.	GI 22L – GI 17 (Terminal): Right-of-Way Grant OCS-G 3643, Segment No. 4840. 
A Right-of-way two hundred feet in width for the maintenance and operation of a 12-3/4-inch pipeline to transport oil and gas,
3.19 miles in length, from Platform “L” in Block 22, to a point where it crosses the Federal/State line in Block 17,
all in Grand Isle Area.



 


		11.	State Right-of-Way No. 1716: Easement granted from the State of Louisiana to Exxon Pipeline
Company dated 11/18/1997. Right of way No. 1716, 20 year term expiring 11/18/2017 – beginning at a point in Block 17, Grand
Isle Area, Gulf Of Mexico, Offshore LA for a total distance of 28,781.17 feet or 2,350.33 rods recorded 01/27/98 COB 2976, Page
763.



 


		12.	Pipeline Right-of-Way: PIPELINE RIGHT OF WAY AND SERVITUDE dated 11/21/77 by and between
Exxon Corporation, as Grantor, and Exxon Pipeline Company, as Grantee, to grant a right of way and servitude for the purpose
of constructing, operating, repairing, maintaining, replacing and removing one 12-inch pipeline with appurtenances incident thereto,
for the transportation of oil and/or gases, on, under and across the following described tract of land:



 


			A tract of land situated on Grand Isle, Section 32, T21S R25E, Jefferson Parish, Louisiana, and
being bounded on the south by the Gulf of Mexico; on the north by Louisiana State Highway No. 3151; and on the west by lands
belonging to Victor Carona, as shown on Exxon Pipeline Company Drawing No. A-14266 marked Exhibit A and attached thereto and made
a part thereof; said right of way and servitude being ten (10) feet wide, five (5) feet to each side of the following described
centerline:



			Commencing at a point on the shore of the Gulf of Mexico in Section 32, T21S R25E, Jefferson Parish,
Louisiana, said point being in the south line of Exxon Corporation's land on Grand Isle and having Louisiana State Plane Coordinates,
South Zone, of X=2,435,893 and Y=213,882 for the place of beginning of the centerline description of the pipeline servitude hereinafter
described:



			Thence North 02 degrees 03 minutes 05 seconds West, 228.88 feet to a point;



			Thence North 27 degrees 08 minutes 04 seconds West, 704.06 feet to a point, crossing State Highway
No. 1;



 




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Execution Version


 


			Thence North 42 degrees 10 minutes 02 seconds West, 452.36 feet, crossing State Highway No. 3151,
to a point in the north right of way line of said Highway No. 3151 and the south line of Exxon Pipeline Company's Grand Isle Station
property for the end of this description, crossing Exxon Corporation's property a total distance of 1,385.30 feet or 83.96 rods.



 


			All as more fully described in said Pipeline Right of Way and Servitude recorded in COB 918, Folio
626, records of Jefferson Parish, Louisiana, As Amended by that certain Amendment of Servitude dated 10/5/78 and recorded
in COB 945, Folio 0153, records of Jefferson Parish, Louisiana.



[Contract No.
1002895]


 


		13.	Pipeline Right-of-Way: Pipeline Servitude Agreement dated January 22, 2008 between RMGI
Properties, L.L.C. and Exxon Mobil Corporation for two – 12” pipelines across a portion of Lot 8 on survey by J.W.T.
Stephens C. & M.E. dated March 10, 1934, recorded at COB 3219, PG 904, Jefferson Parish, Louisiana.






[Contract
No. 1018018-001]


 




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Execution Version


 


EXHIBIT B


Tangible
Assets





 


	Asset
    ID	 	Asset
    Description	 	Company	 	Operator	 	Field
	7482501	 	SWD WELL #1	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101061 -
    GI SWD
	7482601	 	SWD WELL #2	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101061 -
    GI SWD
	7482701	 	SWD WELL #3	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101061 -
    GI SWD
	7517901	 	GI SWD FILTRATION
    SYSTEM (including SWD Pumps)	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101061 -
    GI SWD
	7477901	 	GI TANK 2100	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101060 -
    GI TREATING STATION
	7478001	 	GI TANK 2052	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101060 -
    GI TREATING STATION
	7478101	 	GI TANK 2095	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101060 -
    GI TREATING STATION
	7478201	 	GI TANK 2283	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101060 -
    GI TREATING STATION
	7467001	 	GI VAPOR RECOVERY
    UNIT	 	 510 -
    ENERGY XXI GULF COAST, INC.	 	ENERGY XXI
    PIPELINE II, LLC	 	FC101060 -
    GI TREATING STATION


 




    	-15-



    	 



    

 


Execution Version


 


EXHIBIT C


Land 


 


The below-described tract, which
has an area of 16.047 acres, more or less, is the same tract of land depicted on ExxonMobil Pipeline Company Drawing No. C33-2275-02,
dated December 13, 2010, a copy of which is attached to and part of that certain Act of Cash Sale with Reservation of Servitude
dated effective as of December 1, 2010, executed by ExxonMobil Pipeline Company in favor of Energy XXI GOM, LLC, filed in Conveyance
Book 3275, Page 500 of the records of Jefferson Parish, Louisiana (“Act of Cash Sale”):


 


A certain tract of land located
in Section 32, Township 21 South, Range 25 East, Jefferson Parish, Louisiana (Southeastern Land District, West of Mississippi River),
being more particularly described as follows:


 


For a POINT OF BEGINNING, commence
at a 6-inch iron pipe marking the most westerly corner of the property to be sold by ExxonMobil Pipeline Company located in said
Section 32, said point having Louisiana State Plane Coordinate System coordinates of North 276,233.86 and East 3,715,308.77; thence
proceed on a bearing of North 57° 04’ 20” East a distance of 391.10 feet to a 2-inch iron pipe; thence proceed
on a bearing of North 40° 07’ 20” East a distance of 341.63 feet to a 2-inch iron pipe; thence proceed on a bearing
of South 50° 26’ 40” East a distance of 223.80 feet to a 2-inch iron pipe; thence proceed on a bearing of North
39° 33’ 20” East a distance of 241.01 feet to a 2-inch iron pipe set on the property boundary line; thence continue
on a bearing of North 39° 33’ 20” East a distance of 65.00 feet to the boundary corner; thence proceed on a bearing
of South 50° 26’ 40” East a distance of 2.00 feet to a 2-inch iron pipe set on the property boundary line; thence
continue on a bearing of South 50° 26’ 40” East a distance of 41.47 to a 2-inch iron pipe; thence proceed on a
bearing of South 39° 33’ 20” West a distance of 115.84 feet to a 2-inch iron pipe; thence proceed on a bearing
of North 50° 27’ 23” West a distance of 28.28 feet to a 2-inch iron pipe; thence proceed on a bearing of South
39° 33’ 20” West a distance of 170.16 feet to a 2-inch iron pipe; thence proceed on a bearing of South 50°
27’ 23” East a distance of 598.94 feet to a 1⁄2-inch iron pipe; thence proceed on a bearing of South 48° 12’
20” West a distance of 20.23 feet to a 2-inch iron pipe; thence proceed on a bearing of South 47° 54’ 20”
West a distance of 661.00 feet to a 2-inch iron pipe; thence proceed on a bearing of South 49° 11’ 20” West a distance
of 207.97 feet to a 2-inch iron pipe; thence proceed on a bearing of North 50° 31’ 34” West a distance of 480.16
feet to a 6-inch iron pipe; thence proceed on a bearing of North 27° 38’ 55” West a distance of 374.27 feet to
the POINT OF BEGINNING.


 


The coordinates and bearings cited
herein refer to Louisiana State Plane Coordinate System, South Zone (NAD 83), based on GPS survey ties.


 


The above-described tract being
the same tract acquired by Energy XXI GOM, LLC in the Act of Cash Sale.


 




    	-16-