EXHIBIT 10.1


 


EXECUTION VERSION


 


SEVENTH AMENDMENT TO SECOND AMENDED AND
RESTATED

FIRST LIEN CREDIT AGREEMENT


 


This SEVENTH AMENDMENT
TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated as of April 7, 2014 (the “Seventh
Amendment Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”),
the lenders party to the Credit Agreement described below (the “Lenders”), and The Royal Bank of Scotland
plc, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and the other parties
in the capacities herein identified.


 


RECITALS


 


WHEREAS, the Borrower,
the Lenders, the Administrative Agent and certain other Persons are parties to the Second Amended and Restated First Lien Credit
Agreement, dated as of May 5, 2011, as amended by the First Amendment to Second Amended and Restated First Lien Credit Agreement
dated as of October 4, 2011, by the Second Amendment to Second Amended and Restated First Lien Credit Agreement dated as of
May 24, 2012, by the Third Amendment to Second Amended and Restated First Lien Credit dated as of October 19, 2012, by
the Fourth Amendment to Amended and Restated First Lien Credit Agreement dated as of April 9, 2013, by the Fifth Amendment
to Second Amended and Restated First Lien Credit Agreement dated as of May 1, 2013 and by the Sixth Amendment to Second Amended
and Restated First Lien Credit Agreement dated as of September 27, 2013 (as amended, supplemented, amended and restated or
otherwise modified from time to time, the “Credit Agreement”); and


 


WHEREAS, the Borrower
has requested that the Administrative Agent, the Swing Line Lender, each Issuer, and the Lenders amend the Credit Agreement in
certain respects as set forth herein.


 


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


 


AGREEMENT


 


Section
1.          Definitions. Capitalized terms used herein but not
defined herein shall have the meanings as given them in the Credit Agreement, unless the context otherwise requires.


 




    	 



    	 



    

 


Section 2.          Amendment
to the Credit Agreement.


 


(a)          Section 1.1
of the Credit Agreement is hereby amended by adding the following definitions thereto in alphabetical order:


 


“2013
Debt” means the Indebtedness under the 2013 Notes Indenture, the 2013 Notes and the other 2013 Debt Documents, and any
refinancing of such Indebtedness to the extent permitted in accordance with the terms hereof.


 


“2013
Debt Documents” means the 2013 Notes Indenture, the 2013 Notes, and the other agreements, certificate, documents or instruments
delivered in connection with any of the foregoing.


 


“2013
Noteholders” shall have the meaning given to the term “Holders” in the 2013 Notes Indenture (or such corresponding
term in the event the Borrower’s obligations under the 2013 Notes Indenture are refinanced in accordance with the terms hereof).


 


“2013
Notes” means the Borrower’s 7.50% senior unsecured notes due 2021 and shall have the meaning given the term “Notes”
as defined in the 2013 Notes Indenture; for the avoidance of doubt, the “2013 Notes” shall include any Notes (as defined
in the 2013 Notes Indenture) issued under the 2013 Notes Indenture in capitalization of Borrower’s interest payment obligations
on then outstanding 2013 Notes.


 


“2013
Notes Indenture” means that certain Indenture, dated as of September 26, 2013, pursuant to which the 2013 Notes were
issued, as amended, supplemented, amended and restated, refinanced or otherwise modified from time to time in accordance with Section 7.2.11.


 


“Seventh
Amendment Effective Date” means April 7, 2014.


 


(b)          Section 1.1
of the Credit Agreement is hereby further amended by amending


 


(i)          the
definition of Interest Expense by adding the phrase “, the 2013 Debt Documents” after the phrase “2011 Debt Documents”.


 


(ii)         the
definition of Senior Unsecured Debt Documents by adding the phrase “and the 2013 Debt Documents” after the phrase “2011
Debt Documents”.


 


(iii)        the
definition of Total Debt by adding the phrase “, the 2013 Debt” after the phrase “2011 Debt” and by adding
the phrase “, the 2013 Notes” after the phrase “2011 Notes” in both places where such phrase appears.


 


(c)          Section 3.3.1
of the Credit Agreement is hereby amended by adding the following as the second sentence of such Section:


 




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“For
the avoidance of doubt, the fee payable pursuant to the preceding sentence will be determined without regard to Section 7.1.16
of this Agreement.”


 


(d)          Section 7.1.1(i)
of the Credit Agreement is hereby amended by adding the phrase “, the 2013 Notes Indenture” after the phrase “2011
Notes Indenture”.


 


(e)          Section 7.1.1(t)
of the Credit Agreement is hereby amended by adding the phrase “and the 2013 Notes Indenture” after the phrase “2011
Notes Indenture”.


 


(f)          Section 7.1.16
of the Credit Agreement is amended and restated in its entirety to the following:


 


“(a)          During
each period from July 1st to October 31st of each calendar year, the Borrower will not permit the aggregate Credit Exposures of
all Lenders to exceed an amount equal to (i) the lesser of the Aggregate Commitment or the Borrowing Base then in effect minus
(ii) $50,000,000; provided, however, that in the event that during such calendar year the Borrower’s or
any of its Subsidiary’s Oil and Gas Properties shall suffer hurricane damage, the Administrative Agent, upon the request
of the Borrower, is authorized to reduce such $50,000,000 for such calendar year to an amount (not less than zero) acceptable to
the Administrative Agent in its sole discretion.


 


(b)          In
addition to the availability required to be maintained under clause (a), if the Borrower has at any time Permitted Unsecured
Indebtedness issued and outstanding pursuant to Section 7.2.2(j) the Borrower will be required to further maintain availability
hereunder in an amount equal to 25% of such Permitted Unsecured Indebtedness (and thus will not permit the aggregate Credit Exposures
of all Lenders to exceed an amount equal to (i) the lesser of the Aggregate Commitment or the Borrowing Base then in effect,
minus (ii) the amount of availability then required to be maintained in accordance with clause (a) of this Section 7.1.16,
minus (iii) an amount equal to 25% of Permitted Unsecured Indebtedness then issued and outstanding pursuant to Section 7.2.2(j));
provided, however, that notwithstanding any other provisions of this Agreement, the availability requirement and
borrowing limitation set forth in this clause (b) may not be waived, amended or modified without the consent of all of the Lenders.”


 


(g)          Section 7.2.2(b)
of the Credit Agreement is hereby amended by adding the phrase “and the 2013 Debt” after the phrase “2011 Debt”.


 


(h)          Section 7.2.2(j)
is amended and restated in its entirety to the following:


 


“Indebtedness
(including, but without duplication, Contingent Liabilities of the Subsidiary Guarantors in respect thereof) incurred on or after
the Seventh Amendment Effective Date, in an amount not to exceed an aggregate outstanding principal amount of up to $1,000,000,000
so long as (i) such Indebtedness remains at all times unsecured Indebtedness, (ii) such Indebtedness does not have a
maturity date that is prior to the date that is six (6) months after the Stated Maturity Date, (iii) after giving effect to
the incurrence of such Indebtedness no Default or Event of Default shall have occurred and be continuing, and (iv) after giving
effect to the incurrence of such Indebtedness the Borrower is in pro forma compliance with Section 7.2.4, and the refinancing
of all or any applicable portion of such Indebtedness (including amounts relating to fees and premiums incurred in connection with
such refinancing) so long as such refinancing is on terms and conditions that are, taken as a whole, no less favorable to the Lenders
than the Indebtedness so refinanced (the “Permitted Unsecured Indebtedness”);”


 




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(i)          Section 7.2.11(c)
of the Credit Agreement is hereby amended by adding the phrase “, the 2013 Debt Documents” after the phrase “2011
Debt Documents”.


 


(j)          The
heading in Section 7.2.15 is hereby amended and restated in its entirety to “Section 7.2.15 No Prepayment of 2010 Notes,
2011 Notes or 2013 Notes” and Section 7.2.15(a) of the Credit Agreement is hereby amended and restated in its entirety
to the following:


 


“(a)          make
any payment or prepayment of principal of, or premium or interest on, the 2010 Debt, the 2011 Debt or the 2013 Debt other than:
(i) with respect to interest, (A) on the stated, scheduled dates for payment of interest set forth in the Senior Unsecured
Debt Documents, as the case may be, or (B) upon any refinancing of the 2010 Debt or the 2011 Debt, the 2013 Debt, respectively,
permitted in accordance with the terms of this Agreement, or (ii) with respect to principal, (A) on the date of the stated
maturity indicated in the 2010 Debt Documents, the 2011 Debt Documents or the 2013 Debt Documents with respect to the payment of
principal on the 2010 Debt, the 2011 Debt or the 2011 Debt, respectively, (B) on each scheduled date for payment of principal
or as required in connection with a mandatory prepayment, redemption or defeasance of the 2010 Debt, the 2011 Debt or the 2013
Debt under the respective Senior Unsecured Debt Documents, so long as on the date of such payment (1) no Default, Event of
Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (2) the Borrower has paid
any Obligations required to be paid hereunder pursuant to the terms of this Agreement, or (C) upon any refinancing of the
2010 Debt, the 2011 Debt or the 2013 Debt permitted in accordance with the terms of this Agreement;”


 


(k)          Section 7.2.15(b)
and (c) of the Credit Agreement are each hereby amended by adding the phrase “or the 2013 Debt” after the phrase “2011
Debt”.


 


(l)          Section 8.1.5
of the Credit Agreement is hereby amended by adding the phrase “, the 2013 Debt Documents” after the phrase “2011
Debt Documents”.


 


Section
3.          Amendment to Schedule III to Credit Agreement.
Schedule III to the Credit Agreement is hereby amended and restated in its entirety to be in the form attached to this
Amendment as Annex I.


 


Section
4.          New Borrowing Base and Revolving Loan Commitments.
Pursuant to Section 2.8.2 of the Credit Agreement, the Borrower and the Lenders hereby agree that the Borrowing
Base is set at $1,200,000,000 for the period from the date hereof to the date of the next determination of the Borrowing Base
pursuant to the provisions of Section 2.8 of the Credit Agreement or, if earlier, the date of any other
adjustment to the Borrowing Base pursuant to the provisions of the Credit Agreement, as the case may be. Each Lender hereby
agrees that effective as of the Seventh Amendment Effective Date that its Revolving Loan Commitment is set forth in
Schedule III attached as Annex I to this Amendment.


 



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Section
5.          Assignments. Effective on the Seventh Amendment
Effective Date, each Lender hereby irrevocably sells and assigns to the each other Lender hereunder and each Lender hereunder
hereby irrevocably purchases and accepts subject to and in accordance with the Standard Terms and Conditions set forth in
Annex I to Exhibit D of the Credit Agreement so much of the Aggregate Commitment such that after giving effect to
such sales and assignments, the Lenders have the respective Revolving Loan Commitments and Percentages set forth in the
Commitment Schedule attached hereto as Annex I to this Amendment and to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Lenders (in their respective capacities as
Lenders) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, the other
Loan Documents or in any way based on or related to any of the foregoing, including, but not limited to, contract claims,
tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned hereby. Such sale and assignment is without recourse to the selling Lenders and without
representations or warranty by the selling Lenders except as expressly provided in paragraph 1.1 of the Standard Terms
and Conditions. The Administrative Agent, the Issuing Bank, the Swing Line Lender and the Borrower hereby consent to the
foregoing sale and assignment.


 


Section
6.          Conditions to Effectiveness. This Amendment shall become
effective as of the Seventh Amendment Effective Date when all of the conditions set forth in this Section 6 have been
satisfied.


 


(a)          The
Administrative Agent shall have received counterparts (in such number as may be requested by the Administrative Agent) of this
Amendment signed on behalf of the Borrower, the Administrative Agent, the Swing Line Lender, the Issuers and all of the Lenders.


 


(b)          The
Administrative Agent shall have received a certificate from the Borrower certifying as to the matters set forth in Section 5.2.1
of the Credit Agreement, provided that each reference to a “Credit Extension” shall be deemed to be a reference
to entering into this Amendment and the transactions contemplated hereby.


 


(c)          The
Administrative Agent shall have received such other documents and amendments to the Loan Documents as it may reasonably request.


 


(d)          The
representations and warranties in Section 4 below shall be true and correct.


 


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


 


(f)          The
Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, all fees,
costs and expenses due and payable pursuant to Section 3.3 of the Credit Agreement and, if then invoiced, pursuant to Section 10.3
of the Credit Agreement.


 



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Section 7.          Representations
and Warranties. The Borrower hereby represents and warrants that after giving effect hereto:


 


(a)          the
representations and warranties of the Obligors contained in the Loan Documents are true and correct in all material respects, other
than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in
all material respects as of such earlier date;


 


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


 


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


 


(d)          no
Default or Event of Default or Borrowing Base Deficiency has occurred and is continuing.


 


Section 8.          Loan
Document; Ratification.


 


(a)          This
Amendment is a Loan Document. Each reference to the Credit Agreement in any Loan Document will deemed to be a reference to the
Credit Agreement as amended by this Amendment.


 


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


 




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


 


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


 


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


 


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


 


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


 


Section
14.         Successors and Assigns. This Amendment shall be binding upon
the Borrower and each other Obligor party hereto and their successors and permitted assigns and shall inure, together with
all rights and remedies of each Secured Party hereunder, to the benefit of each Secured Party and their respective
successors, transferees and assigns.


 


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


 




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THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature Pages Follow)


 




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


 


	 	BORROWER:
	 	 
	 	ENERGY XXI GULF COAST, INC.
	 	 	 
	 	By: 	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President


 




    	 



    	 



    

 


	 	ADMINISTRATIVE AGENT, ISSUERS AND

 LENDERS:
	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent, Issuer and Lender
	 	 	 
	 	By: 	/s/ Sanjay Remond
	 	 	Name:  Sanjay Remond
	 	 	Title:  Authorised Signatory


 




    	 



    	 



    

 


	 	UBS AG, STAMFORD BRANCH, as Lender

 and Issuer
	 	 	 
	 	By: 	/s/ Lana Gifas
	 	 	Name:  Lana Gifas
	 	 	Title:  Director
	 	 	 
	 	By:	/s/ Jennifer Anderson
	 	 	Name:  Jennifer Anderson
	 	 	Title:  Associate Director


 




    	 



    	 



    

 


	 	WELLS FARGO BANK, N.A., as Issuer and

 Lender
	 	 	 
	 	By: 	/s/ Betsy Jocher
	 	 	Name:  Betsy Jocher
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,

 as Lender
	 	 	 
	 	By: 	/s/ Mack Lambert
	 	 	Name:  Mack Lambert
	 	 	Title:  Vice President


 




    	 



    	 



    

 


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


 




    	 



    	 



    

 


	 	THE BANK OF NOVA SCOTIA, as Lender
	 	 	 
	 	By: 	/s/ John Frazell
	 	 	Name:  John Frazell
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	ING CAPITAL LLC, as Lender
	 	 	 
	 	By: 	/s/ Josh Strong
	 	 	Name:  Josh Strong
	 	 	Title:  Director
	 	 	 
	 	By:	/s/ Michael Price
	 	 	Name:  Michael Price
	 	 	Title:  Managing Director


 




    	 



    	 



    

 


	 	NATIXIS, NEW YORK BRANCH,
	 	as Lender
	 	 	 
	 	By: 	/s/ Stuart Murray
	 	 	Name:  Stuart Murray
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ Mary Lou Allen
	 	 	Name:  Mary Lou Allen
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	TORONTO DOMINION (TEXAS) LLC, as

 Lender
	 	 	 
	 	By: 	/s/ Masood Fikree
	 	 	Name:  Masood Fikree
	 	 	Title:  Authorized Signatory


 




    	 



    	 



    

 


	 	BARCLAYS BANK PLC, as Lender
	 	 	 
	 	By: 	/s/ Vanessa A. Kurbatskiy
	 	 	Name:  Vanessa A. Kurbatskiy
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	CITIBANK, N.A., as Lender
	 	 	 
	 	By: 	/s/ Peter Kardos
	 	 	Name:  Peter Kardos
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS

 BRANCH, as Lender
	 	 	 
	 	By: 	/s/ Michael Spaight
	 	 	Name:  Michael Spaight
	 	 	Title:  Authorized Signatory
	 	 	 
	 	By:	/s/ Samuel Miller
	 	 	Name:  Samuel Miller
	 	 	Title:  Authorized Signatory


 




    	 



    	 



    

 


	 	COMERICA BANK, as Lender
	 	 	 
	 	By:	/s/ Jeff Treadway
	 	 	Name:  Jeff Treadway
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	COMMONWEALTH BANK OF

 AUSTRALIA, as Lender
	 	 	 
	 	By: 	/s/ Damien Podagiel
	 	 	Name:  Damien Podagiel
	 	 	Title:  Senior Associate


 




    	 



    	 



    

 


	 	DEUTSCHE BANK AG, NEW YORK

 BRANCH, as Lender
	 	 	 
	 	By: 	/s/ Michael Getz
	 	 	Name:  Michael Getz
	 	 	Title:  Vice President
	 	 	 
	 	By:	/s/ Dusan Lazarov
	 	 	Name:  Dusan Lazarov
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	WHITNEY BANK, as Lender
	 	 	 
	 	By: 	/s/ David E. Sisler
	 	 	Name:  David E. Sisler
	 	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	ABN AMRO CAPITAL USA LLC, as Lender
	 	 	 
	 	By: 	/s/ David Montgomergy
	 	 	Name:  David Montgomery
	 	 	Title:  Executive Director
	 	 	 
	 	By:	/s/ Darrell Holley
	 	 	Name:  Darrell Holley
	 	 	Title:  Managing Director


 




    	 



    	 



    

 


	 	AMEGY BANK NATIONAL ASSOCIATION,

 as Lender
	 	 	 
	 	By: 	/s/ Charles W. Patterson
	 	 	Name:  Charles W. Patterson
	 	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	FIFTH THIRD BANK, as Lender
	 	 	 
	 	By: 	/s/ Richard C. Butler
	 	 	Name:  Richard C. Butler
	 	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	IBERIABANK, as Lender
	 	 	 
	 	By: 	/s/ Cameron D. Jones
	 	 	Name: Cameron D. Jones
	 	 	Title:  Senior Vice President


 




    	 



    	 



    

 


	 	KEYBANK NATIONAL ASSOCIATION, as

 Lender
	 	 	 
	 	By: 	/s/ John Dravenstott
	 	 	Name:  Paul J. Pace
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	SANTANDER BANK, N.A., as Lender
	 	f/k/a Sovereign Bank, N.A.
	 	 	 
	 	By: 	/s/ Gilbert Torres
	 	 	Name:  Gilbert Torres
	 	 	Title:  Senior Vice President
	 	 	 
	 	By:	/s/ George Louis McKinley
	 	 	Name:  George Louis McKinley
	 	 	Title:  Vice President


 




    	 



    	 



    

 


	 	SUMITOMO MITSUI BANKING

 CORPORATION, as Lender
	 	 	 
	 	By: 	/s/ Shuji Yabe
	 	 	Name:  Shuji Yabe
	 	 	Title:  Managing Director



 



    	 



    	 



    

 


	 	ACKNOWLEDGED AND AGREED AS OF

 THE DATE FIRST ABOVE WRITTEN:
	 	 
	 	ENERGY XXI GOM, LLC
	 	 	 
	 	By: 	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI PIPELINE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President


 




    	 



    	 



    

 


	 	ENERGY XXI PIPELINE II, LLC
	 	 	 
	 	By: 	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	MS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN IN ITS CAPACITY AS GUARANTOR UNDER ITS LIMITED RECOURSE GUARANTY AND GRANTOR UNDER ITS PLEDGE AGREEMENT AND IRREVOCABLE PROXY DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT:
	 	 	 
	 	ENERGY XXI U.S.A., INC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President