Exhibit 10.1


 


 



 


ENERGY XXI LTD


 


THIRD AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT


 


July 28, 2016


 


 



 





This Third Amendment
to the Restructuring Support Agreement1
(this “Amendment”), is entered into by and among: (i) the Debtors; and (ii) the Restructuring Support
Parties. This Agreement collectively refers to the Debtors and the Restructuring Support Parties as the “Parties”
and each individually as a “Party.”


 


RECITALS


 


WHEREAS, the Parties
desire to amend the Restructuring Support Agreement to modify certain Milestones; and


 


WHEREAS, Section 4
of the Restructuring Support Agreement permits the extension of a Milestone with the express prior written consent of the Majority
Restructuring Support Parties;


 


NOW, THEREFORE, in
consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees
as follows:


 


AGREEMENT


 


1.            
Amendment Effective Date. This Amendment shall become effective, and the obligations contained herein shall
become binding upon the Parties, upon the first date that this Agreement has been executed by all of the Parties. Following the
effective date of this Amendment, whenever the Restructuring Support Agreement is referred to in any agreements, documents, and
instruments, such reference shall be deemed to be to the Restructuring Support Agreement as amended by this Amendment.


 


2.            
Amendment to the Restructuring Support Agreement.


 


		(a)	Section 4(g) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety with the following:

                                                                                




 


no later than August 31, 2016, the Bankruptcy Court shall have entered an order authorizing the
assumption of this Agreement (the “RSA Assumption Order”);


 


 


 


 



		1	“Restructuring
                                         Support Agreement” means that certain Restructuring Support Agreement,
                                         dated April 11, 2016, by and among the Debtors and the Restructuring Support Parties,
                                         as amended by the First Amendment to the Restructuring Support Agreement, dated May 16,
                                         2016, the Second Amendment to the Restructuring Support Agreement, dated June 28, 2016,
                                         and as may be further amended, modified, or supplemented, from time to time. Unless otherwise
                                         noted, capitalized terms used but not defined herein are used as defined in the Restructuring
                                         Support Agreement.



 



     


     


    

 





		(b)	Section 4(i) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety
with the following:



 


no later than September 13, 2016,
the Bankruptcy Court shall have commenced the Confirmation Hearing;


 


		(c)	Section 4(j) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety
with the following:



 


no later than September 23, 2016,
the Bankruptcy Court shall have entered the Confirmation Order; and


 


		(d)	Section 4(k) of the Restructuring Support Agreement is hereby deleted and replaced in its entirety
with the following:



 


no later than October 7, 2016,
the Debtors shall consummate the transactions contemplated by the Plan (the date of such consummation, the “Effective
Date”), it being understood that the satisfaction of the conditions precedent to the Effective Date (as set forth
in the Plan and the Term Sheet) shall be conditions precedent to the occurrence of the Effective Date.


 


3.            
Ratification. Except as specifically provided for in this Amendment, no changes, amendments, or other modifications
have been made on or prior to the date hereof or are being made to the terms of the Restructuring Support Agreement or the rights
and obligations of the arties thereunder, all of which such terms are hereby ratified and confirmed and remain in full force and
effect. Notwithstanding the effective date of this Amendment, this Amendment constitutes a valid amendment of the applicable Milestones
set forth in Section 4 of the Restructuring Support Agreement, in accordance with the final paragraph of Section 4 of the Restructuring
Support Agreement.


 


4.            
Waiver of Certain Termination Rights. Nothing in this Amendment shall constitute a Restructuring Support Party
Termination Event pursuant to Sub-Clause (a) of Section 7 the Restructuring Support Agreement or an individual termination right
pursuant to Section 9 of the Restructuring Support Agreement, or any other breach by any of the Debtors or the Restructuring Support
Parties under the Restructuring Support Agreement, including, without limitation, a breach of the Debtors’ commitments under
Section 6 of the Restructuring Support Agreement.


 


[Signatures and exhibits follow.]







 



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[Signatures Pages Redacted.]