Unassociated Document


    


     

    REGISTRATION RIGHTS
AGREEMENT

     

    Dated as of November 12, 2009

     

    Among

     

    Energy XXI Gulf Coast,
Inc.,

     

    


     

    The Guarantors

     

    listed on the signature pages
hereto,

     

    and

     

    the
Purchasers listed on the signature page hereto

     

    


     

    16%
Second Lien Junior Secured Notes due 2014

     

     

     

     

    
      
        
        

      

      
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    TABLE
OF CONTENTS

     

    
      
        	 	
                Page

              
	 	 
	SECTION
      1. DEFINITIONS.	
                1

              
	 	 
	SECTION
      2. EXCHANGE OFFER.	
                4

              
	 	 
	SECTION
      3. SHELF REGISTRATION.	
                7

              
	 	 
	SECTION
      4. LIQUIDATED DAMAGES AND SPECIFIC PERFORMANCE. 	
                8

              
	 	 
	SECTION
      5. REGISTRATION PROCEDURES.	
                10

              
	 	 
	SECTION
      6. REGISTRATION EXPENSES. 	
                18

              
	 	 
	SECTION
      7. INDEMNIFICATION.	
                19

              
	 	 
	SECTION
      8. RULES 144 AND 144A	
                21

              
	 	 
	SECTION
      9. UNDERWRITTEN REGISTRATIONS. 	
                22

              
	 	 
	SECTION
      10. MISCELLANEOUS.	
                22

              


      

    

    
      
      

    

     

    
      
        
        

      

      
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    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement, dated as of November 12, 2009 (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 the purchasers listed on the signature page hereto (the
“Purchasers”).

     

    This
Agreement is entered into in connection with (i) the issuance by the Company of
$278,000,000 in aggregate principal amount of newly issued Series A 16% Second
Lien Junior Secured Notes due 2014 (the “Series A Notes”) in exchange for
$347,500,000 in aggregate principal amount of the Company’s outstanding 10%
Senior Notes due 2013, and (ii) the Note and Common Stock Purchase Agreement by
and among the Company, the Guarantors and the Purchasers, dated September 18,
2009 (the “Purchase Agreement”), pursuant to which the Company issued and sold
(x) $60,000,000 in aggregate principal amount of its Series B 16% Second Lien
Junior Secured Notes due 2014 (the “Series B Notes” and together with the Series
A Notes, the “Notes”) and (y) 13,224,720 shares of common stock of
Parent.  The Notes were offered and sold in transactions exempt from
the registration requirements of the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission (the
“Commission”) thereunder (collectively, the “Securities Act”) in private
placements without being registered under the Securities Act in reliance upon
Section 4(2) thereof and/or Regulation D thereunder.

     

    The
parties hereby agree as follows:

    
       

      Section
1.  Definitions.

    

    
    

     

    As used
in this Agreement, the following terms shall have the following
meanings:

     

    “Action”
shall have the meaning set forth in Section 7(c) hereof.

     

    “Advice”
shall have the meaning set forth in Section 5 hereof.

     

    “Agreement”
shall have the meaning set forth in the first introductory paragraph
hereto.

     

    “Applicable
Period” shall have the meaning set forth in Section 2(b) hereof.

     

    “Board of
Directors” shall have the meaning set forth in Section 5 hereof.

     

    “Business
Day” shall mean a day that is not a Legal Holiday.

     

    “Company”
shall have the meaning set forth in the first introductory paragraph
hereto.

     

    “Commission”
shall have the meaning set forth in the preamble hereof.

     

    “Day”
shall mean a calendar day.

     

    “Damages
Payment Date” shall have the meaning set forth in Section 4(b)
hereof.

     

    “Default
Period” shall have the meaning set forth in Section 4(a) hereof.

     

    
      
        
        

      

      
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    “Delay
Period” shall have the meaning set forth in Section 5 hereof.

     

    “Effectiveness
Period” shall have the meaning set forth in Section 3(b) hereof.

     

    “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Commission promulgated thereunder.

     

    “Exchange
Notes” shall have the meaning set forth in Section 2(a) hereof.

     

    “Exchange
Offer” shall have the meaning set forth in Section 2(a) hereof.

     

    “Exchange
Offer Registration Statement” shall have the meaning set forth in Section 2(a)
hereof.

     

    “Filing
Date” shall have the meaning set forth in Section 3(a) hereof.

     

    “Holder”
shall mean any holder of a Registrable Note or Registrable Notes.

     

    “Indenture”
shall mean the Indenture, dated as of November 12, 2009, among the Company, the
Guarantors and Wilmington Trust FSB, as trustee, pursuant to which the Notes are
being issued, as amended or supplemented from time to time in accordance with
the terms thereof.

     

    “Inspectors”
shall have the meaning set forth in Section 5(n) hereof.

     

    “Issue
Date” shall mean November 12, 2009, the date of original issuance of the Notes.

     

    “Issuer” shall mean the Company and the
Guarantors, such that the obligations of the Company and the Guarantors
under this Agreement shall be joint and several obligations in every respect
including but not limited to the obligations to pay any Liquidated Damages,
other amounts and any indemnification and contribution obligations, in each
case, as set forth in this Agreement, and shall also include such parties’
permitted successors and assigns.

     

    “Legal
Holiday” shall mean a Saturday, a Sunday or a day on which banking institutions
in New York, New York are required by law, regulation or executive order to
remain closed.

     

    “Liquidated
Damages” shall have the meaning set forth in Section 4(a) hereof.

     

    “Losses”
shall have the meaning set forth in Section 7(a) hereof.

     

    “NASD”
shall have the meaning set forth in Section 5(s) hereof.

     

    “Notes”
shall have the meaning set forth in the second introductory paragraph
hereto.

     

    “Participant”
shall have the meaning set forth in Section 7(a) hereof.

     

    “Participating
Broker-Dealer” shall have the meaning set forth in Section 2(b)
hereof.

     

    
      
        
        

      

      
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    “Person”
shall mean an individual, corporation, partnership, joint venture association,
joint stock company, trust, unincorporated limited liability company, government
or any agency or political subdivision thereof or any other entity.

     

    “Prospectus”
shall mean the prospectus included in any Registration Statement (including,
without limitation, any prospectus subject to completion and a prospectus that
includes any information previously omitted from a prospectus filed as part of
an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement,
and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

     

    “Purchase
Agreement” shall have the meaning set forth in the second introductory paragraph
hereto.

     

    “Purchasers”
shall have the meaning set forth in the first introductory paragraph
hereto.

     

    “Records”
shall have the meaning set forth in Section 5(n) hereof.

     

    “Registrable
Notes” shall mean (x) each Note upon its original issuance and at all times
subsequent thereto, and (y) each Exchange Note as to which Section 2(c)(4)
hereof is applicable upon original issuance and at all times subsequent thereto,
in each case until (i) a Registration Statement (other than, with respect to any
Exchange Note as to which Section 2(c)(4) hereof is applicable, the Exchange
Offer Registration Statement) covering such Note or Exchange Note has been
declared effective by the Commission and such Note or Exchange Note, as the case
may be, has been disposed of in accordance with such effective Registration Statement, (ii) such Note has been
exchanged pursuant to the Exchange Offer for an Exchange Note or Exchange Notes
that may be resold without restriction under state and federal securities laws, (iii) such Note or
Exchange Note, as the case
may be, ceases to be
outstanding or (iv) such Note or Exchange Note has been sold in
compliance with Rule 144.

     

    “Registration Default” shall have
the meaning set forth in Section 4(a) hereof.

     

    “Registration
Statement” shall mean any appropriate registration statement of the Issuer
covering any of the Registrable Notes filed with the Commission under the
Securities Act, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material incorporated
by reference therein.

     

    “Requesting
Participating Broker-Dealer” shall have the meaning set forth in Section 2(b)
hereof.

     

    “Rule
144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule (other than Rule 144A) or
regulation hereafter adopted by the Commission providing for offers and sales of
securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

     

    
      
        
        

      

      
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    “Rule
144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar rule (other than Rule 144) or
regulation hereafter adopted by the Commission.

     

    “Rule
415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission.

     

    “Securities
Act” shall have the meaning set forth in the preamble hereof.

     

    “Series A
Notes” shall have the meaning set forth in the second introductory paragraph
hereto.

     

    “Series B
Notes” shall have the meaning set forth in the second introductory paragraph
hereto.

     

    “Shelf
Filing Event” shall have the meaning set forth in Section 2(c)
hereof.

     

    “Shelf
Registration” shall have the meaning set forth in Section 3(a)
hereof.

     

    “Shelf
Registration Statement” shall mean a Registration Statement filed in connection
with a Shelf Registration.

     

    “TIA”
shall mean the Trust Indenture Act of 1939, as amended.

     

    “Trustee”
shall mean the trustee under the Indenture and the trustee (if any) under any
indenture governing the Exchange Notes.

     

    “Underwritten
registration or underwritten offering” shall mean a registration in which
securities of the Issuer are sold to an underwriter for reoffering to the
public.

    
       

      Section 2. Exchange
Offer.

    

    
    

     

    (a)           To
the extent not prohibited by any applicable law or applicable interpretation of
the Commission, the Issuer shall (i) file within 90 days of the Issue Date a
Registration Statement (the “Exchange Offer Registration Statement”) with the
Commission on an appropriate registration form with respect to a registered
offer (the “Exchange Offer”) to exchange any and all of the Registrable Notes
for a like aggregate principal amount of notes (the “Exchange Notes”) that are
identical in all material respects to the Notes (except that the Exchange Notes
shall not contain terms with respect to transfer restrictions or Liquidated
Damages upon a Registration Default) and (ii) use its reasonable best efforts to
cause the Exchange Offer Registration Statement to be declared effective under
the Securities Act within 180 days after the Issue Date. Upon the Exchange Offer
Registration Statement being declared effective by the Commission, the Issuer
will: (i) use its reasonable best efforts to commence the Exchange Offer as soon
as practicable after the Exchange Offer Registration Statement is declared
effective, (ii) use its reasonable best efforts to keep the Exchange Offer open
for not less than 30 days (or longer if required by applicable law) after the
date notice of the Exchange Offer is mailed to Holders, and (iii) consummate the
Exchange Offer within 40 days after the date on which the Exchange Offer
Registration Statement is declared effective.

     

    
      
        
        

      

      
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    Each
Holder that participates in the Exchange Offer will be required to represent to
the Issuer in writing that (i) any Exchange Notes to be received by it will be
acquired in the ordinary course of its business, (ii) it has no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes in violation of the
provisions of the Securities Act or, if it is an affiliate, it will comply with
the registration and prospectus delivery requirements of the Securities Act to
the extent applicable, (iii) if such Holder is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes,
(iv) if such Holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Notes that were acquired as a result of
market-making or other trading activities, it will comply with the applicable
provisions of the Securities Act in connection with any resale of such Exchange
Notes, (v) such Holder has full power and authority to transfer the Notes in
exchange for the Exchange Notes and that the Issuer will acquire good and
unencumbered title thereto free and clear of any liens, restrictions, charges or
encumbrances and not subject to any adverse claims; and (vi) such Holder is not
an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of
the Issuer.

     

    (b)           The
Issuer and the Purchasers acknowledge that the staff of the Commission has taken
the position that any broker-dealer that elects to exchange Notes that were
acquired by such broker-dealer for its own account as a result of market-making
or other trading activities for Exchange Notes in the Exchange Offer (a
“Participating Broker-Dealer”) may be deemed to be an “underwriter” within the
meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes (other than a resale of an unsold allotment resulting from the
original offering of the Regulation S Notes).

     

    The Issuer and the Purchasers also acknowledge that the staff of the
Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

     

    In light of the foregoing, if requested by a Participating
Broker-Dealer (a “Requesting Participating Broker-Dealer”), the Issuer agrees to
use its reasonable best efforts to keep the Exchange Offer Registration
Statement continuously effective for a period not to exceed 120 days after the
date on which the Exchange Registration Statement is declared effective, or such
longer period if extended pursuant to the last paragraph of Section 5 hereof
(such period, the “Applicable Period”), or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Issuer in writing that such
Requesting Participating Broker-Dealers have resold all Exchange Notes acquired
in the Exchange Offer. The Issuer shall include a plan of distribution in such
Exchange Offer Registration Statement that meets the requirements set forth in
the preceding paragraph.

     

    
      
        
        

      

      
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    For each Note surrendered in the
Exchange Offer, the Holder will receive an Exchange Note having a principal
amount equal to that of the surrendered Note. Interest on each Exchange Note
issued pursuant to the Exchange Offer will accrue from the last interest payment
date on which interest was paid on the Notes surrendered in exchange therefor
or, if no interest has been paid on the Notes, from the Issue
Date.

     

    Upon
consummation of the Exchange Offer in accordance with this Section 2, the Issuer
shall have no further registration obligations other than the Issuer’s
continuing registration obligations with respect to (i) Exchange Notes held by
Participating Broker-Dealers and (ii) Notes or Exchange Notes as to which clause
(c)(3) of this Section 2 applies.

     

    In connection with the Exchange Offer,
the Issuer shall:

     

    (1)           mail or cause to be mailed to each
Holder entitled to participate in the Exchange Offer a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with
an appropriate letter of transmittal and related documents;

     

    (2)           utilize
the services of a depositary for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York;

     

    (3)           permit
Holders to withdraw tendered Notes at any time prior to the close of business,
New York time, on the last Business Day on which the Exchange Offer shall remain
open; and

     

    (4)           otherwise
comply in all material respects with all applicable laws, rules and
regulations.

     

    As soon
as practicable after the close of the Exchange Offer, if any, the Issuer
shall:

     

    (1)           accept
for exchange all Notes validly tendered and not validly withdrawn by the Holders
pursuant to the Exchange Offer, if any;

     

    (2)           deliver
or cause to be delivered to the Trustee for cancellation all Notes so accepted
for exchange; and

     

    (3)           cause
the Trustee to authenticate and deliver promptly to each such Holder of Notes or
Exchange Notes, as the case may be, equal in principal amount to the Registrable
Notes of such Holder so accepted for exchange.

     

    The
Exchange Offer shall not be subject to any conditions, other than that (i) the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the Commission, (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuer to proceed with the Exchange Offer,
and no material adverse development shall have occurred in any existing action
or proceeding with respect to the Issuer and (iii) all governmental approvals
shall have been obtained, which approvals the Issuer deems necessary for the
consummation of the Exchange Offer.

     

    
      
        
        

      

      
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    The
Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture
identical in all material respects to the Indenture (in either case, with such
changes as are necessary to comply with any requirements of the Commission to
effect or maintain the qualification thereof under the TIA) and which, in either
case, has been qualified under the TIA and shall provide that the Exchange Notes
shall not be subject to the transfer restrictions set forth in the Indenture.
The Indenture or such indenture
shall provide that the
Exchange Notes and the Notes shall vote and consent
together on all matters as one class and that neither the Exchange Notes nor the Notes will have the right to vote
or consent as a separate class on any matter.

     

    (c)           In
the event that:

     

    (1)           any
changes in law or the applicable interpretations of the staff of the Commission
do not permit the Issuer to effect the Exchange Offer;

     

    (2)           for
any reason the Exchange Offer is not consummated within 310 days of the Issue
Date;

     

    (3)           a
Holder notifies the Company following consummation of the Exchange Offer that
Notes held by it are not eligible to be exchanged for Exchange Notes in the
Exchange Offer; or

     

    (4)           any
Holder is prohibited by law or the applicable interpretations of the staff of
the Commission from participating in the Exchange Offer or does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such holder as an affiliate of the Issuer within the meaning of the Securities
Act).

     

    (each
such event referred to in clauses (1) through (4) of this sentence, a “Shelf
Filing Event”), then the Issuer shall undertake a Shelf Registration pursuant to
Section 3 hereof; provided, however, that the filing of a Shelf Registration
Statement as a result of a Shelf Filing Event pursuant to clause (2) of this
sentence shall not affect the Issuer’s obligation to consummate the Exchange
Offer as promptly as practicable.

    
       

      Section 3. Shelf
Registration.

    

    
    

     

    If at any time a Shelf Filing Event shall occur,
then:

     

    (a)           The
Issuer shall file promptly with the Commission a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 covering all of
the Registrable Notes not exchanged in the Exchange Offer and Exchange Notes as
to which Section 2(c) is applicable (the “Shelf Registration”). The Issuer shall
use its reasonable best efforts to file with the Commission the Shelf
Registration as promptly as practicable but in any event within 30 days of
notice of the Shelf Filing Event (the “Filing Date”). The Shelf Registration
shall be on Form S-3 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by
them (including, without limitation, one or more underwritten offerings). The
Issuer shall not permit any securities other than the Registrable Notes to be
included in the Shelf Registration.

     

    
      
        
        

      

      
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    (b)           The
Issuer shall use its reasonable best efforts:

     

    (1)           in
the case of Section 2(c)(1) above, to cause the Shelf Registration Statement to
be declared effective under the Securities Act on or prior to the 180th day
after the Issue Date;

     

    (2)           in
the case of Sections 2(c)(2), (3) or  (4) above, to cause the Shelf
Registration Statement to be declared effective under the Securities Act on or
prior to the 90th day
after the date on which the Shelf Registration Statement is required to be
filed; and

     

    (3)           to
keep the Shelf Registration Statement effective until the earliest of (A) the
time when the Notes covered by the Shelf Registration Statement can be sold
pursuant to Rule 144 without any information under clause (c), (e), (f) and (h)
of Rule 144, (B) one year from the Issue Date and (c) the date on which all
Notes registered thereunder are disposed of in accordance therewith subject to
extension pursuant to the penultimate paragraph of Section 5 hereof (the
“Effectiveness Period”); provided, however, that (i) the Effectiveness Period in
respect of the Shelf Registration shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the Securities Act and as otherwise provided herein and (ii) the
Issuer may suspend the effectiveness of the Shelf Registration Statement by
written notice to the Holders solely as a result of the filing of a
post-effective amendment to the Shelf Registration Statement to incorporate
annual audited financial information with respect to the Issuer where such
post-effective amendment is not yet effective and needs to be declared effective
to permit Holders to use the related Prospectus, provided that the Effectiveness
Period in respect of the Shelf Registration shall be extended by such number of
days for which effectiveness is suspended under this clause (ii).

     

    (c)           Supplements and
Amendments. The Issuer agrees to supplement or make amendments to the
Shelf Registration Statement as and when required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, or if reasonably requested by the Holders of
a majority in aggregate principal amount of the Registrable Notes covered by
such Registration Statement or by any underwriter of such Registrable
Notes.

    
       

      Section 4. Liquidated Damages and
Specific Performance.

    

    
    

     

    (a)           The
Issuer and the Purchasers agree that the Holders will suffer damages if the
Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, the Issuer agrees that, in addition to the remedies set forth
in Section 4(c) hereof,
if:

     

    (1)           the
Issuers fail to file the Exchange Offer Registration Statement with the
Commission on or prior to the 90th day
after the Issue Date,

     

    (2)           the
Exchange Offer Registration Statement is not declared effective on or prior to
the 180th day
following the Issue Date or, if that day is not a Business Day, the next day
that is a Business Day;

     

    
      
        
        

      

      
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    (3)           the
Exchange Offer is not consummated on or prior to the 40th day
following the date on which the Exchange Offer Registration Statement is
declared effective;

     

    (4)           a
Shelf Registration Statement required to be filed pursuant to Section 2(c)(ii),
(iii) or (iv) is not filed on or prior to the 90th day
following the Shelf Filing Event, or, if that day is not a Business Day, the
next day that is a Business Day;

     

    (5)           a
Shelf Registration Statement that is either (x) required to be filed pursuant to
Section 2(c)(i) is not declared effective by the 180th day
after the Filing Date (or if such day is not a Business Day, the next day that
is a Business Day), or (y) required to be filed pursuant to Section 2(c)(ii),
(iii) or (iv) is not declared effective by the 90th day after the Filing Date
(or, if such day is not a Business Day, the next day that is a Business Day) or
(z) in the case of (x) or (y) of this clause is declared effective by such date
but thereafter ceases to be effective or usable, except if the Shelf
Registration ceases to be effective or usable as specifically permitted by the
penultimate paragraph of Section 5 hereof in respect of Delay Periods, as
defined in such paragraph; or

     

    (6)           the
Shelf Registration Statement does not remain continuously effective for the
Effectiveness Period (save and except for any Delay Periods)

     

    (each
such event referred to in clauses (i) through (vi) a “Registration Default”),
liquidated damages in the form of additional cash interest (“Liquidated
Damages”) will accrue on the affected Notes and the affected Exchange Notes, as
applicable. The rate of Liquidated Damages will be 0.5% per annum for the first
60-day period immediately following the occurrence of a Registration Default,
increasing by an additional 0.5% per annum with respect to each subsequent
60-day period up to a maximum amount of additional interest of 1.50% per annum,
during the period (the “Default Period”) from and including the date on which
any such Registration Default shall occur to, but excluding, the earlier of (1)
the date on which all Registration Defaults have been cured or (2) the date on
which all the Notes and Exchange Notes otherwise become freely transferable by
Holders other than affiliates of the Issuer without further registration under
the Securities Act; provided that if, after the Liquidated Damages cease to be
payable in accordance with clause (2) above as a result of the Notes and
Exchange Notes becoming freely transferable, the Notes or Exchange Notes cease
to be freely transferable by such Holders for any reason, Liquidated Damages
shall immediately become payable again, subject to a new Default Period
beginning from and including the day on which the Notes or Exchange Notes became
subject to such restrictions and continuing until the occurrence of either (1)
or (2) above.

     

    Notwithstanding the
foregoing, (1) the amount
of Liquidated Damages payable shall not increase more than by the foregoing
rates because more than one Registration Default has occurred and is pending and
(2) a Holder of Notes or Exchange Notes who is not entitled to the benefits of
the Shelf Registration Statement (i.e., such Holder has not elected to include
information) shall not be entitled to Liquidated Damages with respect to a
Registration Default that pertains to the Shelf Registration
Statement.

     

    (b)           So
long as Notes remain outstanding, the Issuer shall notify the Trustee within
five Business Days after each and every date on which an event occurs in respect
of which Liquidated Damages is required to be paid. Any amounts of Liquidated
Damages due pursuant to clauses (a)(1), (a)(2) or (a)(3) of this Section 4 will be payable in cash
semi-annually on each June 1 and December 1 (each a “Damages Payment Date”),
commencing with the first such date occurring after any such Liquidated Damages
commence to accrue, to Holders to whom regular interest is payable on such
Damages Payment Date with respect to Notes that are Registrable Securities. The
amount of Liquidated Damages for Registrable Notes will be determined by
multiplying the applicable rate of Liquidated Damages by the aggregate principal
amount of all such Registrable Notes outstanding on the Damages Payment Date
following such Registration Default in the case of the first such payment of
Liquidated Damages with respect to a Registration Default (and thereafter at the
next succeeding Damages Payment Date until the cure of such Registration
Default), multiplied by a fraction, the numerator of which is the number of days
such Liquidated Damages rate was applicable during such period (determined on
the basis of a 360-day year comprised of twelve 30-day months and, in the case
of a partial month, the actual number of days elapsed), and the denominator of
which is 360.

     

    
      
        
        

      

      
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    (c)           Notwithstanding
the foregoing, in the event a Registration Default by the Issuer pursuant to
Section 4(a)(1), 4(a)(2) or 4(a)(3) above continues uncured for twenty (20)
days, any Purchaser shall, immediately upon the expiration of such 20 day cure
period, be entitled to equitable relief of specific performance to compel the
Issuer to comply with its registration obligations under Sections 2 and 3 hereof
and cure such Registration Default, without posting any bond and without proving
that monetary damages would be inadequate.

    
       

      Section
5.  Registration Procedures.

    

    
    

     

    In connection with the filing of any Registration
Statement pursuant to Section 2 or 3 hereof, the Issuer shall effect such
registrations to permit the sale of the securities covered thereby in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
and in connection with any Registration Statement filed by the Issuer hereunder,
the Issuer shall:

     

    (a)           Prepare
and file with the Commission the Registration Statement or Registration
Statements prescribed by Section 2 or 3 hereof, and use its reasonable best
efforts to cause each such Registration Statement to become effective and remain
effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Issuer shall furnish to and afford the Holders of the Registrable Notes
covered by such Registration Statement or each such Participating Broker-Dealer,
as the case may be, its counsel (if such counsel is known to the Issuer) and the
managing underwriters, if any, a reasonable opportunity to review copies of all
such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case
at least five Business Days prior to such filing or such later date as is
reasonable under the circumstances). The Issuer shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if the Holders
of a majority in aggregate principal amount of the Registrable Notes covered by
such Registration Statement, or any such Participating Broker-Dealer, as the
case may be, its counsel, or the managing underwriters, if any, shall reasonably
object on a timely basis.

     

    
      
        
        

      

      
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    (b)           Prepare
and file with the Commission such amendments and post-effective amendments to
each Shelf Registration Statement or Exchange Offer Registration Statement, as
the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be, subject to any Delay Periods; cause the related Prospectus to
be supplemented by any Prospectus supplement required by applicable law, and as
so supplemented to be filed pursuant to Rule 424 (or any similar provisions then
in force) promulgated under the Securities Act; and comply with the provisions
of the Securities Act and the Exchange Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement as so
amended or in such Prospectus as so supplemented and with respect to the
subsequent resale of any securities being sold by a Participating Broker-Dealer
covered by any such Prospectus, in each case, in accordance with the intended
methods of distribution set forth in such Registration Statement or Prospectus,
as so amended.

     

    (c)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom the Issuer has received written
notice that such Broker-Dealer will be a Participating Broker-Dealer in the
applicable Exchange Offer, notify the selling Holders of Registrable Notes, or
each such Participating Broker-Dealer, as the case may be, their counsel and the
managing underwriters, if any, as promptly as possible, and, if requested by any
such Person, confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Issuer, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the Commission of any stop order suspending the effectiveness of
a Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a Prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers the representations and
warranties of the Issuer contained in any agreement (including any underwriting
agreement) contemplated by Section 5(m)(i) hereof cease to be true and correct
in all material respects, (iv) of the receipt by the Issuer of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the
Exchange Notes for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known to the
Issuer that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (vi) of the Issuer’s determination that a post-effective amendment to a
Registration Statement would be appropriate.

     

    
      
        
        

      

      
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    (d)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its reasonable best efforts to prevent the issuance of
any order suspending the effectiveness of a Registration Statement or of any
order preventing or suspending the use of a Prospectus or suspending the
qualification (or exemption from qualification) of any of the Registrable Notes
or the Exchange Notes, as the case may be, for sale in any jurisdiction, and, if
any such order is issued, to use its reasonable best efforts to obtain the
withdrawal of any such order at the earliest practicable moment.

     

    (e)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period and if reasonably requested by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in
such Registration Statement or Prospectus a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or any Participating Broker-Dealer, as the
case may be (based upon advice of counsel), determine is reasonably necessary to
be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; provided, however, that the
Issuer shall not be required to take any action hereunder that would, in the
written opinion of counsel to the Issuer, violate applicable laws.

     

    (f)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, furnish to each selling Holder of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, who so requests, its
counsel and each managing underwriter, if any, at the sole expense of the
Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.

     

    (g)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, deliver to each selling Holder of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, its respective counsel,
and the underwriters, if any, at the sole expense of the Issuer, as many copies
of the Prospectus or Prospectuses (including each form of preliminary
prospectus) and each amendment or supplement thereto and any documents
incorporated by reference therein as such Persons may reasonably request; and,
subject to the last paragraph of this Section 5, the Issuer hereby consents to
the use of such Prospectus and each amendment or supplement thereto by each of
the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers (if any), in connection with the offering and sale of the Registrable
Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement
thereto.

     

    
      
        
        

      

      
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    (h)           Prior
to any public offering of Registrable Notes or Exchange Notes or any delivery of
a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, use its reasonable best efforts to register or qualify, and
to cooperate with the selling Holders of Registrable Notes or each such
Participating Broker-Dealer, as the case may be, the managing underwriter or
underwriters, if any, and its respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be,
for offer and sale under the securities or state “blue sky” laws of such
jurisdictions within the United States as any selling Holder, Participating
Broker-Dealer, or the managing underwriter or underwriters reasonably request;
provided, however, that where Exchange Notes or Registrable Notes are offered
other than through an underwritten offering, the Issuer agrees to use its
reasonable best efforts to cause the Issuer’s counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed
pursuant to this Section 5(h); keep each such registration or qualification (or
exemption therefrom) effective during the period such Registration Statement is
required to be kept effective and do any and all other acts or things reasonably
necessary or advisable to enable the disposition in such jurisdictions of such
Exchange Notes or Registrable Notes covered by the applicable Registration
Statement; provided, however, that the Issuer shall not be required to (A)
qualify generally to do business in any jurisdiction where it is not then so
qualified, (B) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in excess of a nominal dollar amount in any such jurisdiction
where it is not then so subject.

     

    (i)           If
a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold, which certificates shall
not bear any restrictive legends and shall be in a form eligible for deposit
with The Depository Trust Company and enable such Registrable Notes to be in
such denominations and registered in such names as the managing underwriter or
underwriters, if any, or selling Holders may request at least five Business Days
prior to any sale of such Registrable Notes or Exchange Notes.

     

    (j)           Use
its reasonable best efforts to cause the Registrable Notes or Exchange Notes
covered by any Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be reasonably necessary to
enable the seller or sellers thereof or the underwriter or underwriters, if any,
to consummate the disposition of such Registrable Notes or Exchange Notes,
except as may be required solely as a consequence of the nature of such selling
Holder’s business, in which case the Issuer will cooperate in all reasonable
respects with the filing of such Registration Statement and the granting of such
approvals.

     

    
      
        
        

      

      
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    (k)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, upon the occurrence of any event contemplated by Section
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) and the penultimate
paragraph of this Section 5) file with the Commission, at the sole expense of
the Issuer, a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference, or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Notes being sold thereunder or to the purchasers of the Exchange Notes to whom
such Prospectus will be delivered by a Participating Broker-Dealer, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

     

    (l)           Prior
to the effective date of the first Registration Statement relating to the
Registrable Notes, (i) provide the Trustee with certificates for the Registrable
Notes in a form eligible for deposit with The Depository Trust Company and (ii)
provide CUSIP numbers for the Registrable Notes.

     

    (m)           In
connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in
underwritten offerings of debt securities similar to the Notes and take all such
other actions as are reasonably requested by the managing underwriter or
underwriters in order to expedite or facilitate the registration or the
disposition of such Registrable Notes and, in such connection, (i) make such
representations and warranties to, and covenants with, the underwriters with
respect to the business of the Issuer and its subsidiaries, as then conducted
(including any acquired business, properties or entity, if applicable), and the
Registration Statement, Prospectus and documents, if any, incorporated or deemed
to be incorporated by reference therein, in each case, as are customarily made
by issuers to underwriters in underwritten offerings of debt securities similar
to the Notes, and confirm the same in writing if and when requested; (ii) use
its reasonable best efforts to obtain the written opinions of counsel to the
Issuer and written updates thereof in form, scope and substance reasonably
satisfactory to the managing underwriter or underwriters, addressed to the
underwriters covering the matters customarily covered in opinions requested in
underwritten offerings and such other matters as may be reasonably requested by
the managing underwriter or underwriters; (iii) use its reasonable best efforts
to obtain “cold comfort” letters and updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters
from the independent certified public accountants of the Issuer (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Issuer or of any business acquired by the Issuer for which financial
statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in “cold comfort” letters in connection with
underwritten offerings; and (iv) if an underwriting agreement is entered into,
the same shall contain indemnification provisions and procedures no less
favorable than those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section; provided that the Issuer shall not be
required to provide indemnification to any underwriter selected in accordance
with the provisions of Section 9 hereof with respect to information relating to
such underwriter furnished in writing to the Issuer by or on behalf of such
underwriter expressly for inclusion in such Registration Statement. The above
shall be done at each closing under such underwriting agreement, or as and to
the extent required thereunder.

     

    
      
        
        

      

      
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    (n)           If
(1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant
to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make available for inspection by any selling Holder of such
Registrable Notes being sold or each such Participating Broker-Dealer, as the
case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Issuer and its
subsidiaries (collectively, the “Records”) as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Issuer and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not
disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Issuer determines, in good
faith, to be confidential and that it notifies the Inspectors in writing are
confidential unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement or Prospectus,
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction, (iii) disclosure of such
information is necessary or advisable in the opinion of counsel for an Inspector
in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising
hereunder or thereunder, or (iv) the information in such Records has been made
generally available to the public; provided, however, that (i) each Inspector
shall agree to use reasonable best efforts to provide notice to the Issuer of
the potential disclosure of any information by such Inspector pursuant to clause
(i), (ii) or (iii) of this
sentence to permit the Issuer to obtain a protective order (or waive the
provisions of this paragraph (n)) and (ii) each such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector.

     

    (o)           Provide
an indenture trustee for the Registrable Notes or the Exchange Notes, as the
case may be, and cause the Indenture or the trust indenture provided for in
Section 2(a) hereof to be qualified under the TIA not later than the effective
date of the Exchange Offer or the first Registration Statement relating to the
Registrable Notes; and in connection therewith, cooperate with the trustee under
any such indenture and the Holders of the Registrable Notes or Exchange Notes,
as applicable, to effect such changes to such indenture as may be required for
such indenture to be so qualified in accordance with the terms of the TIA; and
execute, and use its reasonable best efforts to cause such trustee to execute,
all documents as may be required to effect such changes, and all other forms and
documents required to be filed with the Commission to enable such indenture to
be so qualified in a timely manner.

     

    
      
        
        

      

      
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    (p)           Comply
with all applicable rules and regulations of the Commission and make generally
available to the Issuer’s security holders earnings statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) (i) commencing at the end of any fiscal
quarter in which Registrable Notes or Exchange Notes are sold to underwriters in
a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such
an offering, commencing on the first day of the first fiscal quarter of the
Issuer after the effective date of a Registration Statement, which statements
shall cover said 12-month periods consistent with the requirements of Rule
158.

     

    (q)           If
the Exchange Offer is to be consummated, upon delivery of the Registrable Notes
by Holders to the Issuer (or to such other Person as directed by the Issuer) in
exchange for the Exchange Notes, mark, or cause to be marked, on such
Registrable Notes that such Registrable Notes are being cancelled in exchange
for the Exchange Notes; provided that in no event shall such Registrable Notes
be marked as paid or otherwise satisfied.

     

    (r)           Cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to be
made with the National Association of Securities Dealers, Inc. (the
“NASD”).

     

    (s)           Use its reasonable best efforts to take
all other steps reasonably necessary or advisable to effect the registration of
the Exchange Notes and/or Registrable Notes covered by a Registration Statement
contemplated hereby.

     

    The Issuer may require each seller of
Registrable Notes or Exchange Notes as to which any registration is
being effected to furnish
to the Issuer such information regarding such seller and the distribution of
such Registrable Notes or Exchange Notes as the Issuer may, from time to time,
reasonably request. The Issuer may exclude from such registration the
Registrable Notes of any seller so long as such seller fails to furnish such
information within a reasonable time after receiving such request and in the
event of such an exclusion, the Issuer shall have no further obligation under
this Agreement (including, without limitation, the obligations under Section 4)
with respect to such seller or any subsequent Holder of such Registrable Notes.
Each seller as to which any Shelf Registration is being effected agrees to
furnish promptly to the Issuer all information required to be disclosed in order
to make any information previously furnished to the Issuer by such seller not
materially misleading.

     

    
      
        
        

      

      
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    If any such Registration Statement refers to any Holder by name
or otherwise as the holder of any securities of the Issuer, then such Holder
shall have the right to require (i) the insertion therein of language, in form
and substance reasonably satisfactory to such Holder, to the effect that the
holding by such Holder of such securities is not to be construed as a
recommendation by such Holder of the investment quality of the securities
covered thereby and that such holding does not imply that such Holder will
assist in meeting any future financial requirements of the Issuer, or (ii) in
the event that such reference to such Holder by name or otherwise is not
required by the Securities Act or any similar federal statute then in force, the
deletion of the reference to such Holder in any amendment or supplement to the
applicable Registration Statement filed or prepared subsequent to the time that
such reference ceases to be required.

     

    Each Holder of Registrable Notes and
each Participating Broker-Dealer agrees by acquisition of such Registrable Notes
or Exchange Notes that, upon actual receipt of any notice from the Issuer (x) of
the happening of any event of the kind described in Section 5(c)(ii), 5(c)(iii),
5(c)(iv), or 5(c)(v) hereof, or (y) that the Board of
Directors of the Issuer (the “Board of Directors”) has resolved that the Issuer
has a bona fide business purpose for doing so, then the Issuer may delay the
filing or the effectiveness of the Exchange Offer Registration Statement or the
Shelf Registration Statement (if not then filed or effective, as applicable) and
shall not be required to maintain the effectiveness thereof or amend or
supplement the Exchange Offer Registration Statement or the Shelf Registration,
in all cases, for a period (a “Delay Period”) expiring upon the earlier to occur
of (i) in the case of the immediately preceding clause (x), such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof or until it is advised in
writing (the “Advice”) by the Issuer that the use of the applicable Prospectus
may be resumed, and has received copies of any amendments or supplements thereto
or (ii) in the case of the immediately preceding clause (y), the date which is
the earlier of (A) the date on which such business purpose ceases to interfere
with the Issuer’s obligations to file or maintain the effectiveness of any such
Registration Statement pursuant to this Agreement or (B) 60 days after the
Issuer notifies the Holders of such good faith determination. There shall not be
more than 60 days of Delay Periods during any 12-month period. Each of the
Effectiveness Period and the Applicable Period, if applicable, shall be extended
by the number of days during any Delay Period.

     

    In the event of any Delay Period
pursuant to clause (y) of the preceding paragraph, notice shall be given as soon
as practicable after the Board of Directors makes such a determination of the
need for a Delay Period and shall state, to the extent practicable, an estimate
of the duration of such Delay Period and shall advise the recipient thereof of
the agreement of such Holder provided in the next succeeding sentence. Each
Holder, by his acceptance of any Registrable Note, agrees that during any Delay
Period, each Holder will discontinue disposition of such Notes or Exchange Notes
covered by such Registration Statement or Prospectus or Exchange Notes to be
sold by such Holder or Participating Broker-Dealer, as the case may
be.

    
       

      
        
          
          

        

        
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      Section
6.  Registration Expenses.

    

    
    

     

    All fees
and expenses incident to the performance of or compliance with this Agreement by
the Issuer (other than any underwriting discounts or commissions and transfer
taxes) shall be borne by the Issuer, whether or not the Exchange Offer
Registration Statement or the Shelf Registration is filed or becomes effective
or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the
case of a Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Exchange Notes to
be sold by any Participating Broker-Dealer during the Applicable Period, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuer and reasonable fees and disbursements of
one special counsel for all of the sellers of Registrable Notes (which shall be
reasonably acceptable to the Issuer) (exclusive of any counsel retained pursuant
to Section 7 hereof), (v) fees and disbursements of all independent certified
public accountants referred to in Section 5(m)(iii) hereof (including, without
limitation, the expenses of any special audit and “cold comfort” letters
required by or incident to such performance), (vi) Securities Act liability
insurance, if the Issuer desires such insurance, (vii) fees and expenses of all
other Persons retained by the Issuer, (viii) internal expenses of the Issuer
(including, without limitation, all salaries and expenses of officers and
employees of the Issuer performing legal or accounting duties), (ix) the expense
of any annual audit, (x) the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable, and (xi) the expenses relating to printing,
word processing and distributing all Registration Statements, underwriting
agreements, indentures and any other documents necessary in order to comply with
this Agreement. Notwithstanding the foregoing or anything to the contrary, each
Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Notes sold by or on behalf of
it.

     

    
      
        
        

      

      
        - 18
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      Section
7.  Indemnification.

       

    

    (a)           The
Issuer agrees to indemnify and hold harmless, to the extent permitted by law,
each Holder of Registrable Notes and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, each Person, if any, who controls
any such Person within the meaning of Section 15 of the Securities Act or
Section 20(a) of the Exchange Act, the agents, employees, officers and directors
of each Holder and each such Participating Broker-Dealer and the agents,
employees, officers and directors of any such controlling Person (each, a
“Participant”) from and against any and all losses, liabilities, claims, damages
and expenses (including, but not limited to, reasonable attorneys’ fees and any
and all reasonable out-of-pocket expenses actually incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all reasonable amounts paid in settlement of any
claim or litigation (in the manner set forth in clause (c) below))
(collectively, “Losses”) to which they or any of them may become subject under
the Securities Act, the Exchange Act or otherwise insofar as such Losses (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Issuer shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or caused by, arising out of or based upon any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the case of the
Prospectus, in the light of the circumstances under which they were made, not
misleading, provided that (i) the foregoing indemnity shall not be available to
any Participant insofar as such Losses are caused by any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to such Participant furnished to the Issuer
in writing by or on behalf of such Participant expressly for use therein, and
(ii) that the foregoing indemnity
with respect to any Prospectus shall not inure to the benefit of any Participant
from whom the Person asserting such Losses purchased Registrable Notes if (x) it
is established in the related proceeding that such Participant failed to send or
give a copy of the Prospectus (as amended or supplemented if such amendment or
supplement was furnished to such Participant prior to the written confirmation
of such sale) to such Person with or prior to the written confirmation of such
sale, if required by applicable law, and (y) the untrue statement or omission or
alleged untrue statement or omission was completely corrected in the Prospectus
(as amended or supplemented if amended or supplemented as aforesaid) and such
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission that was the subject matter of the related
proceeding. This indemnity agreement will be in addition to any liability that
the Issuer may otherwise have, including, but not limited to, liability under
this Agreement.

     

    (b)           Each
Participant agrees, severally and not jointly, to indemnify and hold harmless
(in the same manner and to the same extent set forth in subsection 7(a))the Issuer, each Person, if any,
who controls the Issuer within the meaning of Section 15 of the Securities Act
or Section 20(a) of the Exchange Act, and each of its agents, employees,
officers and directors and the agents, employees, officers and directors of any
such controlling Person from and against any Losses to which they or any of them
may become subject under the Securities Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by, arising out of
or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
the case of the Prospectus, in the light of the circumstances under which they
were made, not misleading, in each case to the extent, but only to the extent,
that any such Loss arises out of or is based upon any untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information relating to such Participant furnished in
writing to the Issuer by or on behalf of such Participant expressly for use
therein.

     

    
      
        
        

      

      
        - 19
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    (c)           Promptly
after receipt by an indemnified party under subsection 7(a) or 7(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an
“action”), such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify each party
against whom indemnification is to be sought in writing of the commencement of
such action (but the failure so to notify an indemnifying party shall not
relieve such indemnifying party from any liability that it may have under this
Section 7 except to the extent that it has been prejudiced in any material
respect by such failure). In case any such action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement of
such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded, that counsel
selected by the indemnifying party has a conflict of interest in representing
both the indemnifying party and the indemnified party (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. Any such
separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and shall be reasonably acceptable to the Issuer and any such
separate firm for the Issuer, its affiliates, officers, directors,
representatives, employees and agents and such control Person of the Issuer
shall be designated in writing by the Issuer and shall be reasonable acceptable
to the Holders. An indemnifying party shall not be liable for any settlement of
any claim or action effected without its written consent, which consent may not
be unreasonably withheld. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.

     

    (d)           In
order to provide for contribution in circumstances in which the indemnification
provided for in this Section 7 is for any reason held to be unavailable from the
indemnifying party, or is insufficient to hold harmless a party indemnified
under this Section 7, each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such aggregate Losses
(i) in such proportion as is appropriate to reflect the relative benefits
received by each indemnifying party, on the one hand, and each indemnified
party, on the other hand, from the sale of the Notes to the Purchasers or the
resale of the Registrable Notes by such Holder, as applicable, or (ii) if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of each indemnified party, on the one hand,
and each indemnifying party, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations.  The relative benefits received by
the Issuer, on the one hand, and each Participant, on the other hand, shall,
with respect to the Series B Notes, be deemed to be in the same proportion as
(x) the total proceeds from the sale of the Notes to the Purchasers (net of
discounts and commissions but before deducting expenses) received by the Issuer
are to (y) the total net profit received by such Participant in connection with
the sale of the Registrable Notes.  The relative fault of the parties shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Issuer or such
Participant and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission or alleged
statement or omission.

     

    
      
        
        

      

      
        - 20
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    (e)           The
parties agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable considerations
referred to above. Notwithstanding the provisions of this Section 7, (i) in no
case shall any Participant be required to contribute any amount in excess of the
amount by which the net profit received by such Participant in connection with
the sale of the Registrable Notes exceeds the amount of any damages that such
Participant has otherwise been required to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission and (ii) no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. Any party entitled to
contribution will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim for contribution may be
made against another party or parties under this Section 7, notify such party or
parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution
may be sought from any obligation it or they may have under this Section 7 or
otherwise, except to the extent that it has been prejudiced in any material
respect by such failure; provided, however, that no additional notice shall be
required with respect to any action for which notice has been given under this
Section 7 for purposes of
indemnification. Anything in this section to the contrary notwithstanding, no
party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written
consent was not unreasonably withheld.

     

    
    

    
      Section 8.  Rules
144 and 144A.

       

    

    The Issuer covenants that it will file
the reports required, if any, to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the Commission thereunder
in a timely manner in accordance with the requirements of the Securities Act and
the Exchange Act and, if at any time the Issuer is not required to file such
reports, it will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. The Issuer further covenants
that for so long as any Registrable Notes remain outstanding it will take such
further action as any Holder of Registrable Notes may reasonably request from
time to time to enable such Holder to sell Registrable Notes without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144(k) and Rule 144A under the Securities Act, as such
Rules may be amended from time to time, or (b) any similar rule or regulation
hereafter adopted by the Commission.

     

    
      
        
        

      

      
        - 21
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      Section
9.  Underwritten Registrations.

       

    

    If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount of such
Registrable Notes included in such offering and shall be reasonably acceptable
to the Issuer.

     

    No Holder of Registrable Notes may
participate in any underwritten registration hereunder if such Holder does not
(a) agree to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) complete and execute all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

     

    
    

    
      Section
10.  Miscellaneous.

       

    

    (a)           No Inconsistent
Agreements. The Issuer has not, as of the date hereof, and shall not
have, after the date of this Agreement, entered into any agreement with respect
to any of its securities that is inconsistent with the rights granted to the
Holders of Registrable Notes in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not conflict
with and are not inconsistent with, in any material respect, the rights granted
to the holders of any of the Issuer’s other issued and outstanding securities
under any such agreements. The Issuer has not entered and will not enter into
any agreement with respect to any of its securities which will grant to any
Person piggy-back registration rights with respect to any Registration
Statement.

     

    (b)           Adjustments Affecting
Registrable Notes. The Issuer shall not, directly or indirectly, take any
action with respect to the Registrable Notes as a class that would adversely
affect the ability of the Holders of Registrable Notes to include such
Registrable Notes in a registration undertaken pursuant to this
Agreement.

     

    (c)           Amendments and
Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given except pursuant to a written agreement duly signed and
delivered by (I) the Issuer and (II)(A) the Holders of not less than a majority
in aggregate principal amount of the then outstanding Registrable Notes and (B)
in circumstances that would adversely affect the Participating Broker-Dealers,
the Participating Broker-Dealers holding not less than a majority in aggregate
principal amount of the Exchange Notes held by all Participating Broker-Dealers;
provided,
however, that Section 7 and this Section 10(c) may not be amended,
modified or supplemented except pursuant to a written agreement duly
signed and delivered by the
Issuer and each Holder and each Participating Broker-Dealer (including any
Person who was a Holder or Participating Broker-Dealer of Registrable Notes or
Exchange Notes, as the case may be, disposed of pursuant to any Registration
Statement) affected by any such amendment, modification, supplement or waiver.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of
Holders of Registrable Notes whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Notes may be
given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold pursuant to such Registration
Statement.

     

    
      
        
        

      

      
        - 22
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    (d)           Notices. All notices and other communications
(including, without limitation, any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or
telecopier:

     

    (1)           if
to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the
most current address of such Holder or Participating Broker-Dealer, as the case
may be, set forth on the records of the registrar under the
Indenture.

     

    (2)           if to the Issuer, at the address as
follows:

     

    Energy XXI Gulf Coast,
Inc.

    Suite 2626

    1021 Main

    Houston, Texas 77002

    Telephone:
713-351-3000

    Facsimile:
713-351-3300

    Attention: David West Griffin, Chief
Financial Officer

     

    (3)           if
to the Purchasers, at the addresses contained in their signature
pages.  Trustee:

     

    All such
notices and communications shall be deemed to have been duly
given:  when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by the recipient’s telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

     

    Copies of all such notices, demands or
other communications shall be concurrently delivered by the Person giving the same to the
Trustee at the address and
in the manner specified in such Indenture.

     

    (e)           Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that this Agreement shall not
inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign holds Registrable
Notes.

     

    (f)           Counterparts. This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

     

    
      
        
        

      

      
        - 23
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    (g)           Headings. The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    (h)           Governing Law; Jurisdiction;
Jury Trial. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in the federal courts of the United States
of America located in the Borough of Manhattan in the City of New York or the
courts of the State of New York in each case located in the Borough of Manhattan
in the City of New York. Each party hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. Each party hereby irrevocably waives any right it may
have, and agrees not to request, a jury trial for the adjudication of any
dispute hereunder or in connection with or arising out of this Agreement or any
transaction contemplated hereby.

     

    (i)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

     

    (j)           Securities Held by the
Issuer or Its Affiliates. Whenever the consent or approval of Holders of
a specified percentage of Registrable Notes is required hereunder, Registrable
Notes held by the Issuer or any of its affiliates (as such term is defined in
Rule 405 under the Securities Act) shall not be counted in determining whether
such consent or approval was given by the Holders of such required
percentage.

     

    (k)           Third-Party
Beneficiaries. Holders and beneficial owners of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by such Persons. No other Person
is intended to be, or shall be construed as, a third-party beneficiary of this
Agreement, except as set forth in Section 7 hereof.

     

    (l)           Attorneys’ Fees. As
between the parties to this Agreement, in any action or proceeding brought to
enforce any provision of this Agreement, or where any provision hereof is
validly asserted as a defense, the successful party shall be entitled to recover
reasonable attorneys’ fees actually incurred in addition to its costs and
expenses and any other available remedy.

     

    
      
        
        

      

      
        - 24
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    (m)           Remedies. The Issuers
acknowledge and agree that any failure by the Issuers to comply with their
respective obligations under this Agreement may result in material irreparable
injury to the Initial Purchasers, the Purchasers or the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages
for such injuries precisely and that, in the event of any such failure, the
Initial Purchasers, the Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Issuers’ obligations under this
Agreement. The Issuers further agree to waive the defense in any action for
specific performance that a remedy at law would be adequate. Notwithstanding the
foregoing, the parties agree that the sole monetary damages payable for a
violation of the terms of this Agreement shall be such Liquidated
Damages.

     

    (n)           Entire
Agreement. This Agreement,
together with the Purchase
Agreement, the Work Letter (as defined in the Purchase Agreement), any
commitment letters between the Company and any Purchaser, and the Indenture, is intended by the
parties as a final and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or
warranties, contracts, understandings, correspondence, conversations and
memoranda between the Holders on the one hand and the Issuer on the other, or
between or among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced
hereby.

     

    [remainder of page intentionally left
blank]

     

    
      
        
        

      

      
        - 25
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    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.

     

    
      
        
          
            
              	 	
                      
                        
                          
                            ENERGY
      XXI GULF COAST, INC., as Issuer

                          

                        

                      

                    	 
	 	 	 	 
	
                    	
                      By:
      

                    	/s/ Ben
      Marchive	 
	 	 	
                      
                        Name: Ben
      Marchive

                      

                    	 
	 	 	
                      
                        Title:   President

                      

                    	 
	 	 	 	 


            

          

          
             

            
              
                	 	
                        
                          
                            
                              ENERGY
      XXI USA, INC., as Guarantor

                            

                          

                        

                      	 
	 	 	 	 
	
                      	
                        By:
      

                      	/s/
      David West Griffin	 
	 	
                         

                      	
                        Name: West
      Griffin

                      	 
	 	 	
                        
                          Title:  
      Chief
      Financial Officer

                        

                      	 
	 	 	 	 


              

            

            
               

              
                
                  	 	
                          
                            
                              
                                
                                  ENERGY
      XXI (BERMUDA) LIMITED, as
Guarantor

                                

                              

                            

                          

                        	 
	 	 	 	 
	
                        	
                          By:
      

                        	/s/ David West Griffin	 
	 	 	
                          
                            Name: David
      West Griffin

                          

                        	 
	 	 	
                          
                            Title:   Chief
      Financial Officer

                          

                        	 
	 	 	 	 


                

              

              
                 

                
                  
                    	 	
                            
                              
                                
                                  
                                    
                                      ENERGY
      XXI TEXAS, LP, as Guarantor

                                    

                                  

                                

                              

                            

                          	 
	 	 	 	 
	
                          	
                            By:
      

                          	/s/ Ben Marchive	 
	 	 	
                            
                              
                                Name: Ben
      Marchive

                              

                            

                          	 
	 	 	
                            
                              Title:   President

                            

                          	 


                  

                

              

            

          

        

        
          
             

            
              
                	 	
                        
                          
                            
                              
                                
                                  ENERGY
      XXI TEXAS GP, LLC, as
    Guarantor

                                

                              

                            

                          

                        

                      	 
	 	 	 	 
	
                      	
                        By:
      

                      	/s/ Ben Marchive	 
	 	 	
                        
                          
                            Name: Ben
      Marchive

                          

                        

                      	 
	 	 	
                        
                          Title:   President

                        

                      	 


              

            

          

          
            
              
                 

                
                  
                    	 	
                            
                              
                                
                                  
                                    
                                      
                                        ENERGY
      XXI GOM, LLC, as
    Guarantor

                                      

                                    

                                  

                                

                              

                            

                          	 
	 	 	 	 
	
                          	
                            By:
      

                          	/s/ Ben Marchive	 
	 	 	
                            
                              
                                Name: Ben
      Marchive

                              

                            

                          	 
	 	 	
                            
                              Title:   President

                            

                          	 


                  

                

              

              
                
                  
                     

                    
                      
                        
                        

                      

                      
                        - 26
-

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    
                      
                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  LATIGO
      PARTNERS, L.P.,

                                	 
	 
      	
                                  SEG
      LATIGO ADVISORS, L.P.,

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      David Ford

                                	 
	 
      	 
      	
                                  Name:
      David Ford

                                  Title:
      Partner

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 27
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  MOUNT
      KELLETT MASTER FUND II, LP

                                	 
	 
      	 
      	 
	 
      	
                                  By:  Mount
      Kellett Capital Partners GP LLC

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Stuart D. Freedman

                                	 
	 
      	 
      	
                                  Name:  Stuart
      D. Freedman

                                  Title:  Authorized
      Signatory

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 28
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  MSD
      ENERGY INVESTMENTS, L.P.

                                	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Marc Lisker

                                	 
	 
      	 
      	
                                  Name:
      Marc Lisker

                                  Title:
      General Counsel

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 29
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  SENATOR
      GLOBAL OPPORTUNITY FUND LP

                                
	 
      	 
      	 
	 
      	
                                  By
      Senator GP LLC, its General Partner

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Edward Larmann

                                	 
	 
      	 
      	
                                  Name:
      Edward Larmann

                                  Title:
      Chief Financial Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 30
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	
                                  SENATOR
      GLOBAL OPPORTUNITY INTERMEDIATE FUND LP

                                
	 
      	 
      	 
	 
      	
                                  By
      Senator GP LLC, its general partner

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Edward Larmann

                                	 
	 
      	 
      	
                                  Name:
      Edward Larmann

                                  Title:
      Chief Financial Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 31
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  SOF
      INVESTMENTS, L.P.

                                	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Marc Lisker

                                	 
	 
      	 
      	
                                  Name:
      Marc Lisker

                                  Title:
      General Counsel

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 32
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  FAIRFAX
      COUNTY RETIREMENT SYSTEM

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 33
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  VERMONT
      STATE EMPLOYEES RETIREMENT

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 34
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  VIRGINIA
      RETIREMENT SYSTEM

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 35
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  UNIVERSITY
      OF PENNSYLVANIA

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 36
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  UBS
      LWC INSTITUTIONAL SICAU ALPHA CHOICE

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 37
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  UBS
      ALPHA CHOICE FUND LIMITED

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 38
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                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  TEXAS
      COUNTY & DISTRICT RETIREMENT

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 39
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  POST
      TRADITIONAL HIGH YIELD FUND LP

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 40
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  TIMKEN
      COMPANY COLLECTIVE INVESTMENT TRUST FOR RETIREMENT

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 41
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  TACOMA
      EMPLOYEES RETIREMENT SYSTEM

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 42
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  STICHT
      BEDRIPENS METALEKTRO

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 43
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  STATE
      OF NEW JERSEY

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 44
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  SMS
      ALLIANZGI-FONDS DREDOLE DENTUS US HY

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 45
-

                            
                              

                            

                          

                          
                            
                            

                          

                           

                        

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  QWEST
      PENSION TRUST

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 46
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  PMT
      STICHTING PENSIOENFONDS VOOR DE MET

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 47
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  OHIO
      PUBLIC EMPLOYEES RETIREMENT SYSTEM

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 48
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  NATION
      TELECOM COOP ASSN

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 49
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  NATIONAL
      RAILROAD

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 50
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  W.M.
      KECK FOUNDATION

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 51
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  IKANO
      FUND MANAGEMENT

                                	 
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 52
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  POST
      HIGH YIELD PLUS MASTER FUND

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 53
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  INVESTERINGSFORENINGEN
      GUDME RAASCHOU

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                         

                        
                          
                            
                            

                          

                          
                            - 54
-

                            
                              

                            

                          

                          
                            
                            

                          

                        

                         

                        
                          	 
      	
                                  PURCHASER

                                	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                  GERVENE
      REKEN BEROEPSVERVOER

                                
	 
      	 
      	 
	 
      	
                                  By:
      Post Advisory Group as Investment Manager

                                	 
	 
      	 
      	 
	 
      	
                                  By:

                                	
                                  /s/
      Allen Schweitzer

                                	 
	 
      	 
      	
                                  Name:
      Allen Schweitzer

                                  Title:
      Chief Investment Officer

                                	 


                        

                        


                      

                      
                        
                          
                          

                        

                        
                          - 55
-