Exhibit 10.1


 


Execution Version


 





 



 


ENERGY XXI LTD


 


SECOND AMENDMENT TO RESTRUCTURING
SUPPORT AGREEMENT


 


June 28, 2016


 





 



 


This Second 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 July 29, 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, 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(h) of the Restructuring Support Agreement is
hereby deleted and replaced in its entirety with the following:



 


no later than July 15, 2016,
(i) the Bankruptcy Court shall have entered an order approving the Disclosure Statement and the relief requested in the Disclosure
Statement and Solicitation Motion; and (ii) no later than five (5) business days after entry of the order approving the Disclosure
Statement and Solicitation Motion, the Debtors shall have commenced solicitation on the Plan by mailing the Solicitation Materials
to parties eligible to vote on the Plan;


 


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



 


no later than August 24, 2016,
the Bankruptcy Court shall have commenced the Confirmation Hearing;


 


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



 


no later than September 2, 2016,
the Bankruptcy Court shall have entered the Confirmation Order; and


 


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



 


no later than September 16, 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.


 






    2


     


    

 


[Signature Pages Redacted.]