Exhibit 10.1




 





PURCHASE AGREEMENT


 


May 12, 2014


 


Credit Suisse Securities (USA) LLC


Citigroup Global Markets Inc.


 


As Representatives of the Initial Purchasers


 


c/o Credit Suisse Securities (USA) LLC


11 Madison Avenue


New York, New York 10010


 


Ladies and Gentlemen:


 


Introductory. Energy XXI Gulf Coast,
Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Initial Purchasers named
in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts
set forth in such Schedule A of $650,000,000 aggregate principal amount of the Company’s 6.875% Senior Notes due 2024
(the “Notes”). Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. have agreed to act as the
representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and
sale of the Notes.


 


The Securities (as defined below) will be
issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined in Section
2 hereof), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the
“Depositary”).


 


The payment of principal of, premium on, if
any, and interest on the Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by (i) Energy
XXI (Bermuda) Limited, a limited exempt company organized under the laws of Bermuda (the “Parent”), and (ii)
the Company’s subsidiaries listed on the signature page hereto (collectively, the “Subsidiaries” and,
together with the Parent, the “Initial Guarantors”) pursuant to their guarantees (the “Guarantees”).
Any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with
the terms of the Indenture (together with the Initial Guarantors, the “Guarantors”) shall be deemed to be a
Guarantor. The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”


 


The Securities are being issued to finance
a portion of the consideration for the acquisition (the “Acquisition”) of EPL Oil & Gas, Inc. (“EPL”)
pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) among the Company, the Parent, Clyde Merger
Sub, Inc., and EPL, dated March 12, 2014. The Acquisition and the issuance and sale of the Securities, and the other related transactions
described herein and in the Pricing Disclosure Package (as defined below) are collectively referred to as the “Transactions.”


 






    	 



    	 



    

 


The Securities will be subject to a Registration
Rights Agreement to be dated as of the Closing Date (the “Registration Rights Agreement”) among the Company,
the Initial Guarantors and the Initial Purchasers, pursuant to which the Company and the Guarantors will agree to file with the
Commission (as defined below) (i) a registration statement under the Securities Act (as defined below) relating to another series
of debt securities of the Company and the guarantees of the Guarantors under the Indenture, each respectively with terms substantially
identical to the Notes (the “Exchange Notes”) and the Guarantees (the “Exchange Guarantees”)
to be offered in exchange for the Notes and the Guarantees (the “Exchange Offer”) and (ii) to the extent required
by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the
resale by certain holders of the Notes, and in each case, to use its reasonable best efforts to cause such registration statements
to be declared effective.


 


The Company understands that the Initial Purchasers
propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Pricing Disclosure Package
and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities
to purchasers (the “Subsequent Purchasers”) on the terms set forth in the Pricing Disclosure Package. The Securities
are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act,” which
term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions
therefrom. Pursuant to the terms of the Securities and the Indenture, investors who acquire Securities shall be deemed to have
agreed that the Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered
for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including
the exemptions afforded by Rule 144A under the Securities Act (“Rule 144A”) or Regulation S under the Securities
Act (“Regulation S”)).


 


As used herein, “Time of Sale”
means 4:15 p.m. Eastern time, on May 12, 2014.


 


The Company has prepared and delivered to
each Initial Purchaser copies of a preliminary offering memorandum, dated May 12, 2014 (the “Preliminary Offering Memorandum”)
and has prepared and delivered to each Initial Purchaser copies of a Pricing Supplement, dated May 12, 2014 (the “Pricing
Supplement”), attached hereto as Annex II describing the terms of the Securities, each for use by such Initial
Purchaser in connection with its solicitation of offers to purchase the Securities. The Preliminary Offering Memorandum and the
Pricing Supplement are herein referred to collectively as the “Pricing Disclosure Package.” The Company will
prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”),
in accordance with Section 3(a) hereof.


 


All references herein to the terms “Pricing
Disclosure Package” and “Final Offering Memorandum” shall be deemed to mean and include all information,
if any, filed prior to the Time of Sale under the Securities Exchange Act of 1934, as amended (the “Exchange Act,”
which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) and incorporated by reference
in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) and the Final Offering Memorandum. All references
herein to the terms “amend,” “amendment” or “supplement” with respect
to the Final Offering Memorandum shall be deemed to mean and include all information, if any, filed after the Time of Sale and
in accordance with Section 3(a) hereof, under the Exchange Act and incorporated by reference in the Final Offering Memorandum.


 






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By this agreement (this “Agreement”),
the Company hereby confirms its agreements with the Initial Purchasers as follows:


 


SECTION 1.          
Representations and Warranties. Each of the Company and the Initial Guarantors, jointly and severally, hereby represents,
warrants and covenants to each Initial Purchaser that, as of the date hereof and as of the Closing Date (with references to the
Pricing Disclosure Package applying as of the Time of Sale and references to the Final Offering Memorandum applying as of the Closing
Date and if provided in any particular subsection below, as of its date):


 


(a)               
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties
set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the
offer, sale and delivery of the Securities to the Initial Purchasers and to the Subsequent Purchasers in the manner contemplated
by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum to register the Securities under the Securities
Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act,”
which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).


 


(b)              
No Integration, General Solicitation or Directed Selling Efforts. None of the Company, the Initial Guarantors, any
of their respective affiliates (as such term is defined in Rule 405 under the Securities Act) (each, an “Affiliate”)
or any person acting on its or any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Company
and the Initial Guarantors make no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered
to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States
citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require
the Securities to be registered under the Securities Act. None of the Company, the Initial Guarantors, any of their respective
Affiliates or any person acting on its or any of their behalf (other than the Initial Purchasers and their Affiliates, as to whom
the Company and the Initial Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering
of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities
Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, the Initial Guarantors, any
of their respective Affiliates or any person acting on its or their behalf (other than the Initial Purchasers and their Affiliates,
as to whom the Company and the Initial Guarantors make no representation or warranty) has engaged or will engage in any directed
selling efforts within the meaning of Regulation S and (ii) each of the Company, the Initial Guarantors and their Affiliates and
any person acting on its or their behalf (other than the Initial Purchasers and their Affiliates, as to whom the Company and the
Initial Guarantors make no representation or warranty) has complied and will comply with the offering restrictions set forth in
Regulation S.


 






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(c)               
Eligibility for Resale under Rule 144A. The Securities will not be, at the Closing Date, of the same class as securities
listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer
quotation system within the meaning of Rule 144A.


 


(d)              
The Pricing Disclosure Package and Final Offering Memorandum.


 


(A)            
Neither the Pricing Disclosure Package, as of the Time of Sale, nor the Final Offering Memorandum, as of its date or (as
amended or supplemented in accordance with Section 3(a), as applicable) as of the Closing Date, contains or will contain an untrue
statement of a material fact or omits or will omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty
and agreement shall not apply to statements in or omissions from the Pricing Disclosure Package, the Final Offering Memorandum
or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing
by the Representatives expressly for use in the Pricing Disclosure Package, the Final Offering Memorandum or any amendment or supplement
thereto, as the case may be.


 


(B)             
The Pricing Disclosure Package contains, and the Final Offering Memorandum will contain, all the information specified in,
and meeting the requirements of, Rule 144A.


 


(e)               
Company Additional Written Communications. The Company has not prepared, made, used, authorized, approved or distributed
and, without the prior written consent of the Representatives, will not prepare, make, use, authorize, approve or distribute any
written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities other than (i) the Pricing
Disclosure Package, (ii) the Final Offering Memorandum and (iii) any electronic road show or other written communications listed
on Annex III attached hereto, in each case used in accordance with Section 3(a). Each such communication by the Company
or its agents and representatives pursuant to clause (iii) of the preceding sentence (each, a “Company Additional Written
Communication”), when taken together with the Pricing Disclosure Package, did not as of the Time of Sale, and at the
Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation,
warranty and agreement shall not apply to statements in or omissions from each such Company Additional Written Communication made
in reliance upon and in conformity with information furnished to the Company or the Initial Guarantors in writing by the Representatives
expressly for use in the Pricing Disclosure Package or any Company Additional Written Communication.


 


(f)               
The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Initial
Guarantors.


 


(g)              
Merger Agreement. The Merger Agreement has been duly authorized, executed and delivered by the Company and the Parent
and is a valid and legally binding agreement of each of the Company and the Parent, enforceable against each of the Company and
the Parent in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at law).


 






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(h)              
Authorization, Execution and Enforceability of the Notes and the Guarantees. The Notes to be purchased by the Initial
Purchasers from the Company will on the Closing Date be substantially in the form contemplated by the Indenture, have been duly
authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed
by the Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase
price therefor, will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating
to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered
in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture. The Guarantees have been duly authorized
for issuance pursuant to this Agreement and the Indenture, and at the Closing Date, will have been duly executed by each of the
Initial Guarantors and, when the Indenture has been duly authorized, executed and delivered by the Company and the Trustee and
when the Notes have been authenticated in the manner provided for in the Indenture and issued and delivered against payment of
the purchase price therefor, the Guarantees of the Notes will constitute valid and binding agreements of the Initial Guarantors,
enforceable against the respective Initial Guarantors in accordance with their terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies
of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at
law) and will be entitled to the benefits of the Indenture.


 


(i)                
Authorization, Execution and Enforceability of the Exchange Notes and the Exchange Guarantees. The Exchange Notes
have been duly authorized for issuance and (A) when issued will be substantially in the form contemplated by the Indenture, (B)
when executed by the Company and issued and authenticated in the manner provided for in the Indenture in exchange for the Notes,
constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding
in equity or at law) and (C) will be entitled to the benefits of the Indenture. The Exchange Guarantees have been duly authorized
for issuance pursuant to the Indenture and when issued and executed by each of the Guarantors and when the Exchange Notes have
been issued and authenticated in the manner provided for in the Indenture in exchange for the Notes, will constitute valid and
binding agreements of the Guarantors, enforceable against the respective Guarantors in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding
in equity or at law) and (C) be entitled to the benefits of the Indenture.


 






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(j)                
Authorization, Execution and Enforceability of the Indenture and the Registration Rights Agreement. Each of the Indenture
and the Registration Rights Agreement has been duly authorized by the Company and the Initial Guarantors and, at the Closing Date,
will have been duly executed and delivered by the Company and the Initial Guarantors and, assuming the due authorization, execution
and delivery thereof by the other parties thereto, will constitute a valid and binding agreement of the Company and the Initial
Guarantors, enforceable against the Company and the Initial Guarantors in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding
in equity or at law) and except as rights to indemnification may be limited by applicable law.


 


(k)              
Descriptions of the Securities, the Exchange Securities, the Indenture, and the Registration Rights Agreement. The
Securities, the Exchange Securities, the Indenture and the Registration Rights Agreement will conform in all material respects
to the respective descriptions thereof contained in the Pricing Disclosure Package and the Final Offering Memorandum.


 


(l)                
Capitalization. As of March 31, 2014, the Company had an authorized and outstanding capitalization as set forth in
the Pricing Disclosure Package and the Final Offering Memorandum.


 


(m)            
Formation. The Company has been duly incorporated and is validly existing as a corporation in good standing under
the laws of the state of Delaware, with full corporate power and authority to (A) own, lease and operate its properties and conduct
its business as described in the Pricing Disclosure Package and the Final Offering Memorandum, (B) execute and deliver this Agreement,
the Indenture and the Registration Rights Agreement and (C) issue, sell and deliver the Notes as contemplated herein. Each of the
Initial Guarantors has been duly incorporated or formed and is currently existing as a corporation, limited liability company or
limited exempt company, as applicable, and is in good standing under the laws of the jurisdiction of its incorporation or organization,
with full corporate or limited liability company power and authority to own, lease and operate its properties and to conduct its
business as currently conducted or as it is proposed to be conducted as described in the Pricing Disclosure Package and the Final
Offering Memorandum.


 


(n)              
Foreign Qualification. The Company and each of the Initial Guarantors is duly qualified to do business as a corporation
or limited liability company and is in good standing in each jurisdiction where the ownership or leasing of its properties or the
conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not,
individually or in the aggregate, either (i) have a material adverse effect on the business, properties, financial condition, results
of operations or prospects of the Company and the Initial Guarantors, taken as a whole or (ii) prevent or materially interfere
with consummation of the transactions contemplated hereby, including the Transactions (the occurrence of any such effect or any
such prevention or interference or any such result described in the foregoing clauses (i) and (ii) being herein referred to as
a “Material Adverse Effect”).


 






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(o)              
Subsidiaries. The Company has no subsidiaries (as defined under the Securities Act) other than the Subsidiaries;
the Company, directly or indirectly, owns all of the issued and outstanding capital stock or membership interests of each of the
Subsidiaries; other than the capital stock or membership interests of the Subsidiaries, the Company does not own, directly or indirectly,
any shares of stock or any other equity interests or long-term debt securities of any corporation, firm, partnership, joint venture,
association or other entity; complete and correct copies of the Memorandum of Association, Bye-Laws, Certificate of Incorporation
or Certificate of Designation or any of the organizational documents (collectively “Organizational Documents”)
of the Company, the Parent and each of the Subsidiaries and all amendments thereto have been delivered to you; all of the outstanding
shares of capital stock or membership interests of each of the Subsidiaries have been duly authorized and validly issued, are fully
paid and non-assessable, have been issued in compliance with all applicable securities laws, were not issued in violation of any
preemptive right, resale right, right of first refusal or similar right and, except for liens pursuant to the Second Amended and
Restated First Lien Credit Agreement, dated May 5, 2011, among the Company, various financial institutions, as lenders, The Royal
Bank of Scotland plc, as Administrative Agent, RBS Securities Inc., BNP Paribas Securities Corp. and UBS Securities LLC, as Joint
Lead Arrangers and Joint Bookrunners, BNP Paribas Securities Corp. and UBS Loan Finance LLC, as Co-Syndication Agents, and Capital
One, National Association and Regions Bank, as Co-Documentation Agents, as amended (the “First Lien Facility”),
are owned by the Company subject to no security interest, other encumbrance or adverse claims; and no options, warrants or other
rights to purchase, agreements or other obligations to issue or other rights to convert any obligation into shares of capital stock
or ownership interests in the Subsidiaries are outstanding.


 


(p)              
No Existing Default. None of the Company, the Parent or any of the Subsidiaries is in breach or violation of or in
default under (nor has any event occurred which, with notice, lapse of time or both, would result in any breach or violation of,
constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right
to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (A) its Organizational Documents,
or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license,
lease, contract or other agreement or instrument to which it is a party or by which it or any of its properties may be bound or
affected, or (C) any federal, state, local or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory
organization or other non-governmental regulatory authority, or (E) any decree, judgment or order applicable to it or any of its
properties, except for such breaches, violations or defaults pursuant to subsection (B), (C), (D) or (E) as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(q)              
No Conflicts. The execution, delivery and performance of this Agreement, the Indenture, and the Registration Rights
Agreement, the issuance and sale of the Securities, and the consummation of the transactions contemplated hereby and thereby, including
the Transactions, will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any
event which, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give
the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption
or repayment of all or a part of such indebtedness under) (or result in the creation or imposition of a lien, charge or encumbrance
on any property or assets of the Company or any Subsidiary pursuant to) (A) the Organizational Documents of the Company, the Parent
or any of the Subsidiaries, or (B) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness,
or any license, lease, contract or other agreement or instrument to which the Parent, the Company or any of the Subsidiaries is
a party or by which any of them or any of their respective properties may be bound or affected, or (C) any federal, state, local
or foreign law, regulation or rule, or (D) any rule or regulation of any self-regulatory organization or other non-governmental
regulatory authority or (E) any decree, judgment or order applicable to the Parent, the Company or any of the Subsidiaries or any
of their respective properties, except for such breaches, violations or defaults pursuant to subsection (B), (C), (D) or (E) as
would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(r)                
No Consents. Assuming the accuracy of the representations, warranties and covenants of the Initial Purchasers set
forth herein and except for (i) such consents, approvals, authorizations, registrations or qualifications as may be required under
the Securities Act or the securities law of the several states of the United States with respect to the Company’s and Initial
Guarantors’ obligations under the Registration Rights Agreement and the purchase and distribution of the Securities by the
Initial Purchasers, (ii) such consents that have been, or prior to the Closing Date and the Time of Sale will be, obtained and
(iii) such consents that, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect, no approval,
authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board,
body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority, or approval
of the stockholders of the Company, is required in connection with the issuance and sale of the Securities or the consummation
of the transactions contemplated hereby.


 


(s)               
Authority to Conduct Business. Each of the Company and the Initial Guarantors has all necessary licenses, authorizations,
consents and approvals and has made all necessary filings required under any applicable law, regulation or rule, and has obtained
all necessary licenses, authorizations, consents and approvals from other persons, in order to conduct their respective businesses;
neither the Company nor any of the Initial Guarantors is in violation of, or in default under, or has received notice of any proceedings
relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or
foreign law, regulation or rule or any decree, order or judgment applicable to the Company or any of the Initial Guarantors, except
where such violation, default, revocation or modification would not, individually or in the aggregate, have a Material Adverse
Effect.


 


(t)                
No Legal Action. There are no actions, suits, claims, investigations or proceedings pending or, to the Company’s
knowledge, threatened to which the Company or any of the Initial Guarantors or any of their respective properties is or would be
subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body,
authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority, except any
such action, suit, claim, investigation or proceeding which, if resolved adversely to the Company or any Initial Guarantor, would
not, individually or in the aggregate, have a Material Adverse Effect.


 






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(u)              
Auditors.


 


                                                                
(i)UHY LLP, whose reports on (i) the consolidated financial statements of the Parent and the Subsidiaries and (ii) the consolidated
financial statements of the Company, are included or incorporated by reference in the Pricing Disclosure Package and the Final
Offering Memorandum, are independent registered public accountants as required by the Securities Act and by the rules of the Public
Company Accounting Oversight Board.


 


                                                              
(ii)Pricewaterhouse Coopers LLP (“PWC”), whose reports on the consolidated financial statements of EPL are included
or incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum, are independent registered public
accountants as required by the Securities Act and by the rules of the Public Company Accounting Oversight Board.


 


(v)              
Financial Statements. The financial statements of the Parent included or incorporated by reference in the Pricing
Disclosure Package and the Final Offering Memorandum, together with the related notes and schedules, present fairly the consolidated
financial position of the Parent and its consolidated subsidiaries or the Company and its consolidated subsidiaries, as the case
may be, as of the dates indicated and the consolidated results of operations, comprehensive income, stockholders’ equity
and cash flows of the Parent and its consolidated subsidiaries or the Company and its consolidated subsidiaries, as the case may
be, for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act
and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved;
the financial statements of EPL included or incorporated by reference in the Pricing Disclosure Package and the Final Offering
Memorandum, together with the related notes and schedules, present fairly the consolidated financial position of EPL and its consolidated
subsidiaries as of the dates indicated and the consolidated results of operations, comprehensive income, stockholders’ equity
and cash flows of EPL and its consolidated subsidiaries for the periods specified and have been prepared in compliance with the
requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied
on a consistent basis during the periods involved; all pro forma financial statements or data included or incorporated by reference
in the Pricing Disclosure Package and the Final Offering Memorandum comply in all material respects with the requirements of the
Securities Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data
are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described
therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements
and data; the other financial and statistical data contained or incorporated by reference in the Pricing Disclosure Package and
the Final Offering Memorandum are accurately and fairly presented and prepared on a basis consistent with the financial statements
and books and records of the Parent and the Company; there are no financial statements (historical or pro forma) that would be
required to be included or incorporated by reference in a prospectus filed with the Commission under the Securities Act that are
not included or incorporated by reference as required; the Parent, the Company and the Subsidiaries do not have any material liabilities
or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Pricing Disclosure Package
and the Final Offering Memorandum.


 






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(w)            
No Material Changes. Subsequent to March 31, 2014, there has not been (i) any material adverse change, or any development
involving a prospective material adverse change, in the business, properties, management, financial condition or results of operations
of the Company and the Initial Guarantors taken as a whole, (ii) any transaction which is material to the Company and the Initial
Guarantors taken as a whole, (iii) any obligation or liability, direct or contingent (including any off-balance sheet obligations),
incurred by the Company or any Initial Guarantor, which is material to the Company and the Initial Guarantors taken as a whole,
(iv) any material change in the capital stock or outstanding indebtedness of the Company or any Initial Guarantor or (v) any dividend
or distribution of any kind declared, paid or made on the capital stock of the Company or any Initial Guarantor, in each case other
than as described in the Pricing Disclosure Package and the Final Offering Memorandum.


 


(x)              
Investment Company. None of the Company, the Parent or any Subsidiary is, and at no time during the Distribution
Period (as defined herein) will any of them be, and, after giving effect to the offering and sale of the Securities and the application
of the proceeds thereof, none of them will be, an “investment company” or an entity “controlled” by an
“investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”).


 


(y)              
Title to Assets. The Company and each of the Initial Guarantors have generally satisfactory title to their respective
oil and gas properties, title investigations having been carried out by the Company or the Initial Guarantors in accordance with
common practice in the oil and gas industry in the areas in which the Company and the Initial Guarantors operate, and good and
marketable title to the other real and personal property reflected in the Pricing Disclosure Package and the Final Offering Memorandum
as being owned by any of them, free and clear of all liens, claims, security interests or other encumbrances, except as described
in the Pricing Disclosure Package and the Final Offering Memorandum, and the First Lien Facility, or as would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect; all the property described in the Pricing Disclosure
Package and the Final Offering Memorandum as being held under lease by the Company or an Initial Guarantor is held thereby under
valid, subsisting and enforceable leases, except (i) as described, and subject to limitations contained, in the Pricing Disclosure
Package and the Final Offering Memorandum or (ii) such as do not materially interfere with the use of such properties taken as
a whole as they have been used in the past and are proposed to be used in the future as described in the Pricing Disclosure Package
and the Final Offering Memorandum; the working interests derived from oil, gas and mineral leases or mineral interests which constitute
a portion of the real property held or leased by the Company and the Initial Guarantors reflect in all material respects the right
of the Company and the Initial Guarantors to explore, develop or produce hydrocarbons from such real property, and the care taken
by the Company and Initial Guarantors with respect to acquiring or otherwise procuring such leases or other property interests
was generally consistent with standard industry practices in the areas in which the Company and the Initial Guarantors operate
for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons.


 


(z)               
Labor. None of the Parent, the Company or any of the Subsidiaries is engaged in any unfair labor practice; except
for matters which would not, individually or in the aggregate, have a Material Adverse Effect, (i) there is (A) no unfair labor
practice complaint pending or, to the Company’s knowledge, threatened against the Parent, the Company or any of the Subsidiaries
before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under collective bargaining
agreements is pending or, to the Company’s knowledge, threatened, (B) no strike, labor dispute, slowdown or stoppage pending
or, to the Company’s knowledge, threatened against the Parent, the Company or any of the Subsidiaries and (C) no union representation
dispute currently existing concerning the employees of the Parent, the Company or any of the Subsidiaries, (ii) to the Company’s
knowledge, no union organizing activities are currently taking place concerning the employees of the Parent, the Company or any
of the Subsidiaries and (iii) there has been no violation of any federal, state, local or foreign law relating to discrimination
in the hiring, promotion or pay of employees, any applicable wage or hour laws or any provision of the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations promulgated thereunder concerning the employees of the Parent, the
Company or any of the Subsidiaries.


 






    	-10-



    	 



    

 


(aa)           
Environmental Matters. Except as would not, individually or in the aggregate, result in a Material Adverse Effect:
(i) the Parent, the Company and the Subsidiaries and their respective properties, assets and operations are in compliance with,
and the Parent, the Company and each of the Subsidiaries hold all permits, authorizations and approvals required under, Environmental
Laws (as defined below); (ii) there are no events, conditions or circumstances known to the Company that would reasonably be expected
to give rise to any costs or liabilities to the Parent, the Company or any Subsidiary under Environmental Laws; and (iii) none
of the Parent, the Company or any of the Subsidiaries has received any written notice of an action, suit, claim, investigation,
notice of violation, judgment, order or proceeding, in each case relating to any liability under any Environmental Law or any release
or, to the Company’s knowledge, threatened release of any Hazardous Materials (as defined below) by the Parent, the Company
or any of the Subsidiaries (as used herein, “Environmental Law” means any federal, state or local law, statute,
ordinance, rule (including, without limitation, rules of common law), regulation, order, decree, judgment, injunction, permit,
license, authorization or other legally enforceable binding requirement relating to health or safety (to the extent such health
or safety relates to exposure to Hazardous Materials) or the protection of the environment or natural resources, including those
relating to the distribution, generation, treatment, storage, disposal, transportation or release of Hazardous Materials, and “Hazardous
Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances
or wastes) that is regulated by or that gives rise to liability under any Environmental Law).


 


(bb)          
Tax Returns. All tax returns required to be filed by the Parent, the Company or any of the Subsidiaries have been
timely filed, and all taxes and other assessments of a similar nature (whether imposed directly or through withholding) including
any interest, additions to tax or penalties applicable thereto due or claimed to be due from such entities have been timely paid,
other than those being contested in good faith and for which adequate reserves have been provided.


 


(cc)           
Insurance Coverage. The Parent, the Company and each of the Subsidiaries maintain insurance covering their respective
properties, operations, personnel and businesses as the Company reasonably deems adequate; such insurance insures against such
losses and risks to an extent which the Company believes is adequate in accordance with customary industry practice to protect
the Parent, the Company and the Subsidiaries and their respective businesses; all such insurance is fully in force on the date
hereof and will be fully in force at the time of purchase and each additional time of purchase, if any, except as described in
the Pricing Disclosure Package and the Final Offering Memorandum; none of the Parent, the Company or any Subsidiary has reason
to believe that it will not be able to renew any such insurance as and when such insurance expires.


 






    	-11-



    	 



    

 


(dd)         
No Contract Termination. None of the Parent, the Company or any Subsidiary has sent or received any communication
regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Pricing Disclosure
Package or the Final Offering Memorandum, no such termination or non-renewal has been threatened by the Parent, the Company or
any Subsidiary or, to the Company’s knowledge, any other party to any such contract or agreement.


 


(ee)           
Maintenance of Internal Controls. The Parent, the Company and each of the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared
with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Final Offering Memorandum and the Pricing
Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with
the Commission’s rules and guidelines applicable thereto.


 


(ff)            
Disclosure and Control Procedures. The Parent has established and maintains and evaluates “disclosure controls
and procedures” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act) and “internal control over
financial reporting” (as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act); such disclosure controls
and procedures are designed to ensure that material information relating to the Parent, including its consolidated subsidiaries,
is made known to the Parent’s Chief Executive Officer and its Chief Financial Officer by others within those entities, and
such disclosure controls and procedures are effective to perform the functions for which they were established; the Parent’s
independent registered public accountants and the Audit Committee of the Board of Directors of the Parent have been advised of:
(i) all significant deficiencies, if any, in the design or operation of internal controls which could adversely affect the Parent’s
ability to record, process, summarize and report financial data; and (ii) all fraud, if any, whether or not material, that involves
management or other employees who have a role in the Parent’s internal controls; all “significant deficiencies”
and “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X under the Act) of the Parent,
if any, have been identified to the Parent’s independent registered public accountants and are disclosed in the Pricing Disclosure
Package and the Final Offering Memorandum the date of the most recent evaluation of such disclosure controls and procedures and
internal controls, there have been no significant changes in internal controls or in other factors that could significantly affect
internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses; the principal
executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Parent have made all certifications
required by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and any related rules and regulations
promulgated by the Commission, and the statements contained in each such certification are complete and correct; the Parent and
the Parent’s directors and officers are each in compliance in all material respects with all applicable effective provisions
of the Sarbanes-Oxley Act and the rules and regulations of the Commission promulgated thereunder.


 






    	-12-



    	 



    

 


(gg)          
XBRL. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Pricing Disclosure
Package and the Final Offering Memorandum fairly presents the information called for in all material respects and has been prepared
in accordance with the Commission’s rules and guidelines applicable thereto.


 


(hh)          
Forward Looking Statements. Each “forward-looking statement” (within the meaning of Section 27A of the
Act or Section 21E of the Exchange Act) contained or incorporated by reference in the Pricing Disclosure Package and the Final
Offering Memorandum has been made or reaffirmed with a reasonable basis and in good faith.


 


(ii)              
Statistical or Market-Related Data. All statistical or market-related data included or incorporated by reference
in the Pricing Disclosure Package and the Final Offering Memorandum are based on or derived from sources that the Company reasonably
believes to be reliable and accurate.


 


(jj)              
Illegal Payments. None of the Parent, the Company or any of the Subsidiaries nor, to the Company’s knowledge,
any employee or agent of the Parent, the Company or any Subsidiary has made any payment of funds of the Company or any Subsidiary
or received or retained any funds in violation of any law, rule or regulation (including, without limitation, the Foreign Corrupt
Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in Pricing Disclosure
Package and the Final Offering Memorandum.


 


(kk)          
Money Laundering Laws. The operations of the Parent, the Company and the Subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator or nongovernmental authority involving the Parent, the Company or any of the Subsidiaries with
respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened.


 


(ll)              
OFAC Sanctions. None of the Parent, the Company or any of the Subsidiaries nor, to the knowledge of the Company,
any director, officer, agent, employee or Affiliate of the Parent, the Company or any of the Subsidiaries is currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the offering of the Securities contemplated hereby, or lend,
contribute or otherwise make available such proceeds to the Parent, any Subsidiary, joint venture partner or other person or entity
for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 






    	-13-



    	 



    

 


(mm)      
Independent Petroleum Engineers. Netherland, Sewell & Associates, Inc. (“NSAI”), whose reports
regarding the oil and gas reserves of (i) the Parent and the Subsidiaries (the “Company Reserve Report”) and
(ii) EPL (the “EPL Reserve Report” and, together with the Company Reserve Report, the “Reserve Reports”)
are referenced in the Pricing Disclosure Package and the Final Offering Memorandum, and who has delivered the letters referenced
in Section 5(h) hereof, was, as of the date of the applicable report, and is, as of the date hereof, an independent engineering
firm with respect to the Parent and EPL.


 


(nn)          
Information Underlying Reserve Reports. The factual information underlying the estimates of proved oil and gas reserves
of the Parent and the Subsidiaries, which was supplied by the Parent and the Subsidiaries to NSAI for the purposes of auditing
such proved oil and natural gas reserves included in the Company Reserve Report, including, without limitation, production volumes,
costs of operation and development, current prices for production, agreements relating to current and future operations and sales
of production, was true and correct in all material respects on the dates such estimates were made and such information was supplied
and was prepared in accordance with customary industry practices; other than normal production of the reserves and intervening
market commodity price fluctuations, the Parent and the Subsidiaries are not aware of any facts or circumstances that would result
in a material adverse change in the reserves, or the present value of future net cash flows therefrom, as described in the Pricing
Disclosure Package and the Final Offering Memorandum and as reflected in the Reserve Reports; estimates of such reserves and present
values as described in the Pricing Disclosure Package and the Final Offering Memorandum and reflected in the Reserve Reports comply
in all material respects with the applicable requirements of Regulation S-X and Subpart 1200 of Regulation S-K under the Securities
Act. The pro forma reserve information included in the Pricing Disclosure Package and the Final Offering Memorandum includes assumptions
that provide a reasonable basis for presenting the significant effects directly attributable to the Transactions and events described
therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect
the proper application of those adjustments to the historical reserve information of the Company included or incorporated by reference
in the Pricing Disclosure Package and the Final Offering Memorandum.


 


(oo)          
Gas Imbalances; Prepayments. On a net basis there are no gas imbalances, take-or-pay or other prepayments that would
require the Company or any of the Subsidiaries to deliver hydrocarbons produced from the oil and gas properties at some future
time without then or thereafter receiving full payment therefor exceeding one-half bcf of gas (on an mcf equivalent basis) in the
aggregate, other than as would not result in a Material Adverse Effect.


 


(pp)          
Subsidiary Distributions. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends
to the Company, from making any other distribution on such Subsidiary’s capital stock, from repaying the Company any loans
or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company
or any other Subsidiary of the Company, except as described in the Pricing Disclosure Package and the Final Offering Memorandum.


 






    	-14-



    	 



    

 


(qq)          
Finder’s or Broker’s or Agent’s Commissions. Except pursuant to this Agreement, neither the Company
nor any of the Initial Guarantors has incurred any liability for any finder’s or broker’s fee or agent’s commission
in connection with the execution, delivery and performance of this Agreement.


 


(rr)             
Price Stabilization or Manipulation. None of the Parent, the Company or any of the Subsidiaries or any of their respective
directors, officers, Affiliates or controlling persons has taken, directly or indirectly, any action designed, or which has constituted
or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Securities.


 


(ss)            
Regulation S. The Company and the Initial Guarantors and their respective Affiliates and all persons acting on their
behalf (other than Initial Purchasers and their Affiliates, as to whom the Company and the Initial Guarantors make no representation)
have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering
of the Securities outside the United States and, in connection therewith, the Preliminary Offering Memorandum contains, and the
Final Offering Memorandum will contain, the disclosure required by Rule 902. The Securities sold in reliance on Regulation S will
be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration
of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership
of such Securities by non-U.S. persons or U.S. person who purchased such Securities in transactions that were exempt from the registration
requirements of the Securities Act.


 


Any certificate signed by an officer of the
Company or any Initial Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed
to be a representation and warranty by the Company or such Initial Guarantor to each Initial Purchaser as to the matters set forth
therein.


 


SECTION 2.          
Purchase, Sale and Delivery of the Securities.


 


(a)               
The Securities. Each of the Company and the Initial Guarantors agrees to issue and sell to the Initial Purchasers
all of the Securities, and the Initial Purchasers agree, severally and not jointly, to purchase from the Company and the Initial
Guarantors the aggregate principal amount of Securities set forth opposite their names on Schedule A at a purchase price of 98.5%
of the principal amount thereof, payable on the Closing Date, on the basis of the representations, warranties and agreements herein
contained, and upon the terms and subject to the conditions thereto, herein set forth.


 


(b)              
The Closing Date. Delivery of certificates for the Securities to be purchased by the Initial Purchasers and payment
therefor shall be made at the offices of Baker Botts L.L.P., 910 Louisiana, Houston, Texas 77002 (or such other place as may be
agreed to by the Company and the Representatives at 9:00 a.m. Eastern time, on May 27, 2014, or such other time and date as the
Representatives shall designate by notice to the Company and the Company shall agree to (the time and date of such closing are
called the “Closing Date”).


 






    	-15-



    	 



    

 


(c)               
Delivery of the Securities. On the Closing Date, the Company shall deliver, or cause to be delivered, to the Representatives
for the accounts of the several Initial Purchasers certificates in global form representing the Notes against payment of the purchase
price by wire transfer of immediately available funds to the account specified by the Company. The global certificates for the
Notes shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depositary.


 


(d)              
Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents
and warrants to, and agrees with, the Company that:


 


                                                                
 (i)               it will offer and sell Securities only (a) to persons who it reasonably believes are “qualified institutional buyers”
within the meaning of Rule 144A (“Qualified Institutional Buyers”) in transactions meeting the requirements
of Rule 144A or (b) upon the terms and conditions set forth in Annex I to this Agreement;


 


                                                              
  (ii)               it is a Qualified Institutional Buyer within the meaning of Rule 144A; and


 


                                                            
   (iii)               it will not offer or sell Securities by any form of general solicitation or general advertising, including but not
limited to the methods described in Rule 502(c) under the Securities Act.


 


(e)               
Exemption from Registration. Each Initial Purchaser acknowledges that it is purchasing the Securities pursuant to
a private sale exemption from registration under the Act, and that the Securities have not been registered under the Act and may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents, warrants
and covenants to the Company that:


 


                                                                 
(i)               Neither it, nor any person acting on its behalf, has or will solicit offers for, or offer or sell, the Securities by
any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in
any manner involving a public offering within the meaning of Section 4(a)(2) of the Act, and it has and will solicit offers
for the Securities only from, and will offer and sell the Securities only to persons contemplated by Section 2(d)(i) above.


 


                                                              
  (ii)               With respect to offers and sales outside the United States, the Initial Purchaser has offered the Securities and will
offer and sell the Securities only in accordance with Annex I hereto. Accordingly, neither the Initial Purchasers nor
any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation
S) with respect to the Securities, and any such persons have complied and will comply with the offering restrictions requirements
of Regulation S. Terms used in this Section 2(e)(ii) have the meanings given to them by Regulation S.


 






    	-16-



    	 



    

 


                                                            
   (iii)               The Initial Purchasers agree that they and each of their Affiliates will not offer or sell the Securities in the United
States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c), including, but not
limited to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast
over television or radio. The Initial Purchasers agree, with respect to resales made in reliance on Rule 144A of the Securities
Act, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect
that the resale of such Securities has been made in reliance upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A.


 


Each Initial Purchaser understands that the
Company and, for purposes of the opinions to be delivered to them pursuant to Section 5 hereof, counsel to the Company and
counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations, and the Initial Purchasers
hereby consent to such reliance.


 


SECTION 3.          
Additional Covenants. Each of the Company and the Initial Guarantors further covenants and agrees with each Initial
Purchaser as follows:


 


(a)               
Preparation of Final Offering Memorandum; Initial Purchasers' Review of Proposed Amendments and Supplements and Company
Additional Written Communications. As promptly as practicable following the Time of Sale and in any event not later than the
second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Final Offering
Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing
Supplement and such other changes to which the Representatives do not object. The Company will not amend or supplement the Preliminary
Offering Memorandum, or the Pricing Supplement. The Company will not amend or supplement the Final Offering Memorandum prior to
the Closing Date unless the Representatives shall previously have been furnished a copy of the proposed amendment or supplement
at least two business days prior to the proposed use or filing, and shall not have objected to such amendment or supplement. Before
making, preparing, using, authorizing, approving or distributing any Company Additional Written Communication, the Company will
furnish to the Representatives a copy of such written communication for review and will not make, prepare, use, authorize, approve
or distribute any such written communication to which the Representatives reasonably object.


 






    	-17-



    	 



    

 


(b)              
Amendments and Supplements to the Final Offering Memorandum and Other Securities Act Matters. If at any time prior
to the completion of the Distribution Period (as defined below) (i) any event shall occur or condition shall exist as a result
of which any of the Pricing Disclosure Package or the Final Offering Memorandum as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading or (ii) it is necessary to amend or supplement any of the
Pricing Disclosure Package or the Final Offering Memorandum to comply with law, the Company and the Initial Guarantors will promptly
notify the Initial Purchasers thereof and prepare and (subject to Section 3(a) hereof) furnish to the Initial Purchasers such amendments
or supplements to any of the Pricing Disclosure Package or the Final Offering Memorandum as may be necessary so that the statements
in any of the Pricing Disclosure Package or the Final Offering Memorandum as so amended or supplemented will not include any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading or so that any of the Pricing Disclosure Package or the Final Offering
Memorandum will comply with all applicable law. If, during the period prior to the later of (i) completion of the placement of
the Securities by the Initial Purchasers with the Subsequent Purchasers (it being agreed by the Representatives that they will
notify the Company in writing if they have not completed such placement as of the Closing Date and if they so notify the Company,
they will promptly notify the Company after they complete their distribution of the Securities) and (ii) the Closing Date (such
period the “Distribution Period”), any event shall occur or condition exist as a result of which the Final Offering
Memorandum, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances at such time, not misleading, or if in
the judgment of any of the Representatives or counsel for the Representatives it is otherwise necessary to amend or supplement
the Final Offering Memorandum to comply with law, the Company and the Initial Guarantors agree to promptly prepare (subject to
Section 3 hereof) and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Final Offering Memorandum
so that the statements in the Final Offering Memorandum as so amended or supplemented will not include any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
at the time of such amendment or supplement, not misleading or so that the Final Offering Memorandum, as amended or supplemented,
will comply with all applicable law.


 


The Company hereby expressly acknowledges
that the indemnification and contribution provisions of Sections 9 and 10 hereof are specifically applicable and relate to each
offering memorandum, amendment or supplement referred to in this Section 3.


 


(c)               
Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many
copies of the Pricing Disclosure Package and the Final Offering Memorandum and any amendments and supplements thereto as they shall
reasonably request.


 


(d)              
Blue Sky Compliance. Each of the Company and the Initial Guarantors shall cooperate with the Representatives and
counsel for the Initial Purchasers to qualify or register (or to obtain exemptions from qualifying or registering) all or any part
of the Securities for offer and sale under the securities laws of the several states of the United States, the provinces of Canada
or any other jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications,
registrations and exemptions in effect during the Distribution Period. None of the Company or any of the Initial Guarantors shall
be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any
such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company
will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating
to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such
purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, each of the Company
and the Initial Guarantors shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible
moment.


 






    	-18-



    	 



    

 


(e)               
Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner
described under the caption “Use of Proceeds” in the Pricing Disclosure Package.


 


(f)               
The Depositary. The Company will cooperate with the Initial Purchasers and use its commercially reasonable efforts
to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary.


 


(g)              
Additional Issuer Information. From and after the Closing Date, for so long as the Company is not subject to Section
13 or 15 of the Exchange Act and any of the Securities remain outstanding that are “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities Act, for the benefit of holders and beneficial owners from time to time of the Securities,
the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers
of Securities information (“Additional Issuer Information”) satisfying the requirements of Rule 144A(d).


 


(h)              
Agreement Not To Offer or Sell Additional Securities. During the period of 45 days following the date hereof, the
Company will not, without the prior written consent of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. (which
consent may be withheld at the sole discretion of Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.), directly
or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position”
within the meaning of Rule 16a-1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file
any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable
for or convertible into debt securities of the Company (other than as contemplated by this Agreement or the Registration Rights
Agreement).


 


(i)                
Future Reports to the Initial Purchasers. At any time when the Company is not subject to Section 13 or 15 of the
Exchange Act and any Securities or Exchange Securities remain outstanding, the Company will furnish or make available to the Representatives
and, upon request, to each of the other Initial Purchasers, as soon as available, copies of all reports or communications of the
Company provided to holders of the Securities, it being understood that the obligation under this paragraph (i) shall be deemed
to have been satisfied so long as such reports or communications are posted to an open or password-protected website as described
in the Pricing Disclosure Package and the Final Offering Memorandum under the caption “Description of the Notes” and
pursuant to the Indenture.


 


(j)                
No Integration. The Company agrees that it will not and will use reasonable efforts to cause its Affiliates not to
make any offer or sale of securities of the Company of any class which would be integrated with the sale of the Securities in a
manner that would require the Securities to be registered under the Securities Act.


 






    	-19-



    	 



    

 


(k)              
No General Solicitation or Directed Selling Efforts. The Company agrees that it will not and will not authorize any
of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers and their Affiliates, as
to which no covenant is given) to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation
or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within
the meaning of Regulation S, and the Company will and will cause all such persons to comply with the offering restrictions requirement
of Regulation S with respect to the Securities.


 


(l)                
No Restricted Resales. During the period from the Closing until one year after the Closing Date, without the prior
written consent of the Representatives, the Company will not, and will not authorize any of its Affiliates to resell any of the
Securities that have been reacquired by any of them.


 


(m)            
Legended Securities. Each global certificate representing a Note will bear the legend contained in “Notice
to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary
Offering Memorandum.


 


The Representatives, on behalf of the several
Initial Purchasers may, in their sole discretion, waive in writing the performance by the Company or any Initial Guarantor of any
one or more of the foregoing covenants or extend the time for their performance.


 


SECTION 4.          
Payment of Expenses. Each of the Company and the Initial Guarantors, jointly and severally, agrees to pay all costs,
fees and expenses incurred in connection with (i) the preparation and filing of the Preliminary Offering Memorandum, the Pricing
Supplement, the Final Offering Memorandum and any Company Additional Written Communications, and the printing and furnishing of
copies of each thereof to the Initial Purchasers (including costs of mailing and shipment), (ii) the issue, sale and delivery of
the Securities including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of
the Securities to the Initial Purchasers, (iii) the producing, word processing and/or printing of this Agreement, the Registration
Rights Agreement, the Indenture, the Securities and the Exchange Securities, as well as any closing documents (including compilations
thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Initial Purchasers (including costs
of mailing and shipment), (iv) the qualification of the Securities for offering and sale under state or foreign laws and the determination
of their eligibility for investment under state or foreign law (including the legal fees and filing fees and other disbursements
of counsel for the Initial Purchasers) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys
to the Initial Purchasers, (v) the performance of their obligations under the Registration Rights Agreement, (vi) the fees and
disbursements of the Trustee, (vii) the approval of the Securities by DTC for “book-entry” transfer, (viii) the rating
of the Securities or the Exchange Securities, (ix) the costs and expenses of the Company relating to presentations or meetings
undertaken in connection with the marketing of the offering and sale of the Securities to prospective investors and the Initial
Purchasers’ sales forces, including, without limitation, out of pocket expenses associated with the production of road show
slides and graphics, travel, lodging and other expenses incurred by the officers of the Company in connection with the road show
and (x) the performance of the Company’s other obligations hereunder.


 






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SECTION 5.          
Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase
and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy in accordance with Section 1
hereof of the representations and warranties on the part of the Company and the Initial Guarantors set forth in Section 1 hereof
and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional
conditions:


 


(a)               
Accountants’ Comfort Letters.


 


                                                 
(i)              
On the date hereof, the Initial Purchasers shall have received from UHY LLP, independent registered public accounting firm
for the Company, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance
satisfactory to the Representatives, covering the financial information of the Parent and its subsidiaries contained in the Pricing
Disclosure Package and other customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from
such accounting firm, a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in
form and substance satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof,
except that (i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto
and (ii) procedures shall be brought down to a date no more than three days prior to the Closing Date.


 


                                                
(ii)              
On the date hereof, the Initial Purchasers shall have received from PWC, independent registered public accounting firm for
EPL, a “comfort letter” dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory
to the Representatives, covering the financial information of EPL and its subsidiaries contained in the Pricing Disclosure Package
and other customary matters. In addition, on the Closing Date, the Initial Purchasers shall have received from such accounting
firm, a “bring-down comfort letter” dated the Closing Date addressed to the Initial Purchasers, in form and substance
satisfactory to the Representatives, in the form of the “comfort letter” delivered on the date hereof, except that
(i) it shall cover the financial information in the Final Offering Memorandum and any amendment or supplement thereto and (ii)
procedures shall be brought down to a date no more than three days prior to the Closing Date.


 


(b)              
No Ratings Agency Change. For the period from and after the execution of this Agreement and prior to the Closing
Date there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading
or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the
Company or any of the Subsidiaries or any of their securities or indebtedness by any “nationally recognized statistical rating
organization” as such term is defined for purposes of Rule 3(a)(62) under the Exchange Act.


 


(c)               
Opinions of Counsel for the Company. On the Closing Date the Initial Purchasers shall have received the favorable
opinions of (i) Vinson & Elkins L.L.P., counsel for the Company, and Bo Boyd, Vice President of Law of the Company, dated as
of the Closing Date, substantially in the form attached as Exhibits A-1 and A-2, respectively, and (ii) Appleby (Bermuda)
Limited, counsel for the Company, dated as of the Closing Date, substantially in the form attached as Exhibit A-3.


 






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(d)              
Opinions of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the
favorable opinions of Baker Botts L.L.P. and Conyers Dill & Pearman, counsel for the Initial Purchasers, dated as of the Closing
Date, with respect to such matters as may be reasonably requested by the Initial Purchasers.


 


(e)               
Officers’ Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate
executed by the Chief Executive Officer, President or a Vice President of the Company, the Chief Financial Officer, Treasurer or
Chief Accounting Officer of the Company and the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Chief Accounting
Officer or a Vice President of each Initial Guarantor, dated as of the Closing Date, to the effect set forth in Section 5(b) hereof,
and further to the effect that:


 


                                                 
(i)              
the representations and warranties of the Company and the Initial Guarantors set forth in Section 1 hereof were true and
correct as of the date hereof and are true and correct as of the Closing Date in accordance with Section 1 hereof; and


 


                                                
(ii)              
the Company and the Initial Guarantors have complied with all the agreements and satisfied all the conditions in all material
respects on their part to be performed or satisfied at or prior to the Closing Date.


 


(f)               
CFO Certificate. On the date hereof, the Initial Purchasers shall have received a written certificate executed by
the Chief Financial Officer of the Parent, substantially in the form attached as Exhibit B-1.


 


(g)              
Indenture. The Company and the Initial Guarantors shall have executed and delivered the Indenture, in form and substance
reasonably satisfactory to the Initial Purchasers, and the Initial Purchasers shall have received executed copies thereof.


 


(h)              
Registration Rights Agreement. The Initial Purchasers shall have received the Registration Rights Agreement, executed
and delivered by Company and the Initial Guarantors.


 


(i)                
NSAI Letters. 


 


                                                                         
(i)              
The Initial Purchasers shall have received from NSAI letters, dated respectively, the date of this Agreement and the Closing
Date, and addressed to the Initial Purchasers confirming that as of the date of the Company Reserve Report, it was an independent
reserve engineer with respect to the Initial Guarantors and no information has come to its attention that could reasonably be expected
to cause it to withdraw the Company Reserve Report and otherwise in form and substance acceptable to the Representatives.


 


                                                                        
(ii)              
The Initial Purchasers shall have received from NSAI letters, dated respectively, the date of this Agreement and the Closing
Date, and addressed to the Initial Purchasers confirming that as of the date of the EPL Reserve Report, it was an independent reserve
engineer with respect to EPL and no information has come to its attention that could reasonably be expected to cause it to withdraw
the EPL Reserve Report and otherwise in form and substance acceptable to the Representatives.


 






    	-22-



    	 



    

 


(j)                
Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers
shall have received such further information, documents and opinions as they may reasonably require for the purposes of enabling
them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of
the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified in this Section
5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice to the
Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any
other party, except that Sections 4, 6, 9 and 10 hereof shall at all times be effective and shall survive such termination.


 


SECTION 6.          
Reimbursement of Initial Purchasers’ Expenses. If this Agreement is terminated by the Representatives pursuant
to Section 5 or 11(ii) hereof, including if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated
because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision
hereof, the Company agrees to reimburse the Initial Purchasers upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by the Initial Purchaser in connection with the proposed purchase and the offering and sale of the Securities.


 


SECTION 7.          
Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of the
Initial Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of
the Securities:


 


(a)               
Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so
in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to persons whom the offeror
or seller reasonably believes to be Qualified Institutional Buyers or non-U.S. persons outside the United States to whom the offeror
or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S upon the terms and conditions
set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.


 


(b)              
No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used by
the Initial Purchasers in the United States in connection with the offering of the Securities.


 


(c)               
The Initial Purchasers have not and, prior to the later to occur of (A) the Closing Date and (B) completion of the Distribution
Period, will not, use, authorize use of, refer to or distribute any material in connection with the offering and sale of the Notes
other than (i) the Preliminary Offering Memorandum, the Pricing Disclosure Package, the Final Offering Memorandum, as amended or
supplemented, (ii) any written communication that contains “issuer information” (as defined in Rule 433(h)(2) under
the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Offering Memorandum
or any Company Additional Written Communication, (iii) the Company Additional Written Communication, (iv) any written communication
prepared by such Initial Purchaser and approved by the Company in writing, or (v) any written communication relating to or that
contains the preliminary or final terms of the Notes or their offering and/or other information that was included (including through
incorporation by reference) in the Preliminary Offering Memorandum, the Pricing Disclosure Package or the Final Offering Memorandum.


 






    	-23-



    	 



    

 


(d)              
Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements
of the Securities Act, the Notes (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange
Securities) shall bear the legend substantially in the form of that contained in “Notice to Investors” in the Offering
Memorandum, for the time period and upon the other terms stated in the Offering Memorandum.


 


Following the sale of the Securities by the
Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible
to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities
under the Securities Act, arising from or relating to any resale or transfer of any Security other than by or on behalf of the
Initial Purchasers.


 


SECTION 8.          
Reserved.


 


SECTION 9.          
Indemnification.


 


(a)               
Indemnification of the Initial Purchasers. Each of the Company and the Initial Guarantors, jointly and severally,
agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers, employees and agents, each person, if any,
who controls any Initial Purchaser within the meaning of the Securities Act and the Exchange Act and each Affiliate of any Initial
Purchaser against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser, director, officer,
employee, agent, controlling person or Affiliate may become subject, under the Securities Act, the Exchange Act or other federal
or state statutory law or regulation, or at common law or otherwise, insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact
contained in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final
Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
and to reimburse each Initial Purchaser and each such director, officer, employee, agent, controlling person or Affiliate for any
and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by such Initial Purchaser
or such director, officer, employee, agent, controlling person or Affiliate in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or action (whether or not such Initial Purchaser, director,
officer, employee, controlling person, or Affiliate is a party thereto and whether threatened or commenced; provided, however,
that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only
to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made
in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through the Representatives
expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication
or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information
consists of the information described in subsection (b) below. The indemnity agreement set forth in this Section 9(a) shall be
in addition to any liabilities that the Company may otherwise have.


 






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(b)              
Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify
and hold harmless the Company, each Guarantor, each of their respective employees, officers and directors and each person, if any,
who controls the Company or any Guarantor within the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, any Guarantor or any such director or controlling person may become
subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or
otherwise, insofar as such loss, claim, damage, liability or expense (or actions in respect thereof) arises out of or is based
upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum, the
Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, 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 such untrue statement or alleged untrue statement or omission or alleged omission was made in the Preliminary Offering Memorandum,
the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement
thereto), in reliance upon and in conformity with written information furnished to the Company by such Initial Purchaser through
the Representatives expressly for use therein, and to reimburse the Company, any Guarantor and each such director or controlling
person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the
Company, any Guarantor or such director or controlling person in connection with investigating, defending, settling, compromising
or paying any such loss, claim, damage, liability, expense or action. Each of the Company and the Initial Guarantors hereby acknowledges
that the only information that the Initial Purchasers through the Representatives have furnished to the Company expressly for use
in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering
Memorandum (or any amendment or supplement thereto) are the statements set forth under the caption “Plan of Distribution—Commissions
and Discounts,” in the second paragraph under the caption “Plan of Distribution—New Issue of Notes” and
the first two sentences of the first paragraph under the caption “Plan of Distribution—Short Positions” and each
Initial Purchaser’s name as it appears on the front and back covers in the Preliminary Offering Memorandum and the Final
Offering Memorandum. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Initial
Purchaser may otherwise have.


 






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(c)               
Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section
9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise
than under the indemnity agreement contained in Section 9(a) or (b) above and will not relieve it from any liability under Section
9(a) or (b) above except to the extent it is not materially prejudiced (through the forfeiture of substantive rights and defenses)
as a result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks
or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the
extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with
counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action
include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded on the
advice of counsel that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting
the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different
from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select
separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s
election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will
not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance
with the proviso to the immediately preceding sentence (it being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel (together with local counsel (in each jurisdiction)), approved by the
indemnifying party, representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice
of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying
party.


  


(d)              
Settlements. The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding
effected without its written consent, which will not be unreasonably withheld, but if settled with such consent or if there be
a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage,
liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by this Section 9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without
its written consent if (i) such settlement is entered into more than 120 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request or disputed
in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement and (iii) such
indemnified party shall have given the indemnifying party at least 30 days notice of its intention to settle. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of
judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been
a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or
consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding and (ii) does not include any statements as to or any findings of fault, culpability or failure
to act by or on behalf of any indemnified party.


 






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SECTION 10.      
Contribution. If the indemnification provided for in Section 9 hereof is for any reason held to be unavailable to
or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified
party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company and the Initial Guarantors, on the one hand, and the
Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) above 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 the Company and the Initial Guarantors, on the one hand,
and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations
and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Initial Guarantors, on the one hand, and the Initial Purchasers,
on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as (x) the total net proceeds from the offering of the Securities pursuant to this Agreement (net of discounts
and commissions but before deducting expenses) received by the Company, and (y) the total discount and commissions received by
the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the
Initial Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company
and the Initial Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such statement or omission or inaccuracy.


 


The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in Section 9 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating
or defending any action or claim.


 


The Company, the Initial Guarantors and the
Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by
pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this Section 10.


 






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Notwithstanding the provisions of this Section
10, no Initial Purchaser shall be required to contribute any amount in excess of the amount of the total discount and commissions
received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 10 are several, and
not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this
Section 10, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser
within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser,
and each director, officer and employee of the Company or any Initial Guarantor, and each person, if any, who controls the Company
or any Initial Guarantor with the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution
as the Company and the Initial Guarantors.


 


SECTION 11.      
Termination of this Agreement. This Agreement may be terminated by the Representatives by notice given to the Company
if at any time prior to Closing: (i) trading or settlement in securities generally on the Nasdaq Stock Market, the NYSE or any
over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established
on any of such quotation system or stock exchange; (ii) trading or settlement in any securities of the Parent on the Nasdaq Stock
Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal or New
York authorities; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis
or calamity, or any change in the United States or international financial markets, or any substantial change or development involving
a prospective substantial change in the United States’ or international political, financial or economic conditions, as in
the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts
for the sale of securities; or (v) the Company or any of the Initial Guarantors shall have sustained a loss by strike, fire, flood,
earthquake, accident or other calamity of such character as in the judgment of the Representatives may (A) interfere materially
with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a whole, regardless of whether
or not such loss shall have been insured and (B) make it inadvisable to proceed with the offering of the Securities in the manner
and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 11 shall be without liability
on the part of (i) the Company or any Initial Guarantor to the Initial Purchaser, except that the Company and the Initial Guarantors
shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser
to the Company, or (iii) any party hereto to any other party except that the provisions of Sections 4, 9 and 10 hereof shall at
all times be effective and shall survive such termination.


 






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SECTION 12.      
Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company, the Initial Guarantors, their respective officers and the several Initial Purchasers set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of any Initial Purchaser, the Company, any Initial Guarantor or any of their partners, officers or directors or any controlling
person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this
Agreement.


 


SECTION 13.      
Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled
and confirmed to the parties hereto as follows:


 


If to the Initial Purchasers:



c/o Credit Suisse Securities (USA) LLC


			11 Madison Avenue



			New York, New York 10010



			Facsimile: +1 212 538 7402 (*106 7402)



			Attention: Investment Banking Legal



 


and


 


			c/o Citigroup Global Markets Inc.



			388 Greenwich Street



New York, New York 10013

Facsimile: +1 212 816 7912

Attention:General Counsel


 


with copies to:



Baker Botts L.L.P.

910 Louisiana

Houston, Texas 77002

Facsimile: (713) 229-1796

Attention: Kelly B. Rose


 


If to the Company or the Guarantors:



Energy XXI Gulf Coast, Inc.

1021 Main, Suite 2626

Houston, Texas 77002

Facsimile: (713) 351-3300

Attention: Bo Boyd, Vice President of Legal


 


with copies to:



Vinson & Elkins L.L.P

1001 Fannin St, Suite 2500


			Houston, Texas 77008

Facsimile: (713) 651-5531

Attention: T. Mark Kelly



  


Any party hereto may change the address or
facsimile number for receipt of communications by giving written notice to the others.


 






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SECTION 14.      
Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)), the Initial Purchasers are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of their respective clients, as well as other
information that will allow the Initial Purchasers to properly identify their respective clients.


 


SECTION 15.      
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit
of the indemnified parties referred to in Sections 9 and 10 hereof, and in each case their respective successors, and no other
person will have any right or obligation hereunder. The term “successors” shall not include any Subsequent Purchaser
or other purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase.


 


SECTION 16.      
Authority of the Representatives. Any action by the Initial Purchasers hereunder may be taken by the Representatives
on behalf of the Initial Purchasers, and any such action taken by the Representatives shall be binding upon the Initial Purchasers.


 


SECTION 17.      
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


SECTION 18.      
Governing Law Provisions; Consent to Jurisdiction.


 


(a)               
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF WHICH WOULD REQUIRE
THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.


 


(b)              
Any legal suit, action or proceeding arising out of or based upon this Agreement (“Related Proceedings”)
may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts
of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”),
and each party irrevocably submits to the exclusive jurisdiction (except for suits, actions, or proceedings instituted in regard
to the enforcement of a judgment of any Specified Court in a Related Proceeding, a “Related Judgment,” as to
which such jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. To the extent permitted by applicable
law, service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective
service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive
any objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive
and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought
in an inconvenient forum.


 






    	-30-



    	 



    

 


SECTION 19.      
Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers defaults
in its obligations to purchase Securities hereunder on the Closing Date, and the aggregate number of Securities which such defaulting
Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of
the Securities to be purchased on such date, the non-defaulting Initial Purchasers may in their discretion arrange for the purchase
of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after
any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities,
the non-defaulting Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth
opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such
non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent
of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers
agreed but failed or refused to purchase on the Closing Date. If any one or more of the Initial Purchasers so defaults and the
aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be
purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such
Securities are not made within 48 hours after such default, the remaining Initial Purchasers shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Initial Purchasers do not
purchase all of the Securities, this Agreement shall terminate without liability to any non-defaulting Initial Purchaser or the
Company or any Guarantor, except that Sections 4, 6, 9 and 10 hereof shall at all times be effective and shall survive such termination,
but only with respect to the non-defaulting Initial Purchasers, and the Company shall have no obligation whatsoever to indemnify
any defaulting Initial Purchaser and no obligation to reimburse any expenses of any defaulting Initial Purchaser. In any such case
either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event
for longer than seven days in order that the required changes, if any, to the Final Offering Memorandum or any other documents
or arrangements may be effected. As used in this Agreement, the term “Initial Purchaser” shall be deemed to
include any person substituted for a defaulting Initial Purchaser under this Section 18. Any action taken under this Section 19
shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this
Agreement.


 






    	-31-



    	 



    

 


SECTION 20.      
No Advisory or Fiduciary Responsibility. Each of the Company and the Initial Guarantors acknowledges and agrees that:
(i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the offering price of the
Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the
Initial Guarantors, on the one hand, and the several Initial Purchasers, on the other hand, and the Company and the Initial Guarantors
are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated
by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each
Initial Purchaser is and has been acting solely as a principal and is not the agent or fiduciary of the Company, Initial Guarantors
or their respective Affiliates, stockholders, creditors or employees or any other party; (iii) no Initial Purchaser has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company and the Initial Guarantors with respect to any of
the transactions contemplated hereby or the process leading thereto (irrespective of whether such Initial Purchaser has advised
or is currently advising the Company and the Initial Guarantors on other matters) or any other obligation to the Company and the
Initial Guarantors except the obligations expressly set forth in this Agreement; (iv) several Initial Purchasers and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the
Initial Guarantors and that the several Initial Purchasers have no obligation to disclose any of such interests by virtue of any
fiduciary or advisory relationship; and (v) the Initial Purchasers have not provided any legal, accounting, regulatory or tax advice
with respect to the offering contemplated hereby and the Company and the Initial Guarantors have consulted their own legal, accounting,
regulatory and tax advisors to the extent they deemed appropriate.


 


This Agreement supersedes all prior agreements
and understandings (whether written or oral) between the Company, the Initial Guarantors and the several Initial Purchasers, or
any of them, with respect to the subject matter of this Section 20. The Company and the Initial Guarantors hereby waive and release,
to the fullest extent permitted by law, any claims that the Company and the Initial Guarantors may have against the several Initial
Purchasers with respect to any breach or alleged breach of fiduciary duty with respect to the transactions contemplated by this
Agreement.


 


SECTION 21.      
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject
matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature
page to this Agreement by telecopier, facsimile, email or other electronic transmission (i.e., a “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart thereof. This Agreement may not be amended or modified unless
in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by
each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and
shall not affect the construction or interpretation of this Agreement.


 






    	-32-



    	 



    

  


[signature pages follow]


 


 


 


 


 


 


 


 


 


 


 






    	-33-



    	 



    

 


If the foregoing is in accordance with your
understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along
with all counterparts hereof, shall become a binding agreement in accordance with its terms.


 





	 	Very truly yours,	 
	 	 	 	 	 
	 	ISSUER:	 
	 	 	 	 	 
	 	ENERGY XXI GULF COAST, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:		 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	GUARANTORS:	 
	 	 	 	 	 
	 	ENERGY XXI (BERMUDA) LIMITED	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:		 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	ENERGY XXI GOM, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:		 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:		 
	 	 	Title:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	ENERGY XXI ONSHORE, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	 
	 		Name:		 
	 	 	Title:	 	 




  


 


[signature
page to Purchase Agreement]


 






    	 



    	 



    

 





	 	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	




  


 


 





[signature
page to Purchase Agreement]


 






    	 



    	 



    

 


The foregoing Purchase Agreement is hereby
confirmed and accepted by the Initial Purchasers as of the date first above written on behalf of themselves and as Representatives
of the several Initial Purchasers.


 


 





	Credit Suisse Securities (USA) LLC	 
	 	 	 	 
	By:	/s/ Tim Perry                                               	 
	 	Name:	Tim Perry	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	 	 	 
	CITIGROUP GLOBAL MARKETS INC.	 
	 	 	 
	By:	/s/ Jerry Schretter                                        	 
	 	Name: 	Jerry Schretter	 
	 	Title:	Managing Director	 







 


 





[signature
page to Purchase Agreement]


 






    	 



    	 



    

  


SCHEDULE A


 


 


	Initial Purchasers	 	Aggregate Principal Amount of Notes to be Purchased	 
	Credit Suisse Securities (USA) LLC	 	$	117,000,000	 
	Citigroup Global Markets Inc.	 	$	117,000,000	 
	RBS Securities Inc.	 	$	71,500,000	 
	UBS Securities LLC	 	$	71,500,000	 
	Wells Fargo Securities, LLC	 	$	71,500,000	 
	Capital One Securities, Inc.	 	$	10,830,000	 
	ING Financial Markets LLC	 	$	10,830,000	 
	Natixis Securities Americas LLC	 	$	10,830,000	 
	Regions Securities LLC	 	$	10,830,000	 
	Scotia Capital (USA) LLC	 	$	10,830,000	 
	TD Securities (USA) LLC	 	$	10,830,000	 
	Comerica Securities, Inc.	 	$	9,750,000	 
	Deutsche Bank Securities Inc.	 	$	9,750,000	 
	Fifth Third Securities, Inc.	 	$	9,750,000	 
	ABN AMRO Securities (USA) LLC	 	$	9,750,000	 
	KeyBanc Capital Markets Inc.	 	$	9,750,000	 
	Santander Investment Securities Inc.	 	$	9,750,000	 
	SMBC Nikko Securities America, Inc.	 	$	9,750,000	 
	CIBC World Markets Corp.	 	$	8,235,000	 
	Credit Agricole Securities (USA) Inc.	 	$	8,235,000	 
	IBERIA Capital Partners L.L.C.	 	$	8,235,000	 
	PNC Capital Markets LLC	 	$	7,440,000	 
	Clarkson Capital Markets LLC	 	$	7,225,000	 
	Miller Tabak + Co., LLC	 	$	7,225,000	 
	Johnson Rice & Company L.L.C.	 	$	7,225,000	 
	Raymond James & Associates, Inc.	 	$	7,225,000	 
	Tudor, Pickering, Holt & Co. Securities, Inc.	 	$	7,225,000	 
	Total	 	$	650,000,000	 



 






    	Schedule A-1



    	 



    

  


EXHIBIT A-1


 


Form of Vinson & Elkins L.L.P. Opinion


 


		1)	Each of the Company and the Subsidiaries is validly existing as a limited liability company or corporation in good standing
under the laws of the State of Delaware, with full corporate or limited liability company power and authority to own, lease and
operate its properties and to conduct its business and enter into and perform its obligations under the Purchase Agreement, the
Indenture, the Registration Rights Agreement, the Notes and the Subsidiaries’ Guarantees (collectively, the “Transaction
Documents”), in each case as described in the Pricing Disclosure Package and the Final Offering Memorandum.



 


		2)	The Purchase Agreement has been duly and validly authorized, executed and delivered by each of the Company and the Subsidiaries.



 


		3)	The Notes have been duly authorized by the Company, and when executed, issued and delivered by the Company against payment
therefor in accordance with the terms of the Purchase Agreement and the Indenture and authenticated by the Trustee in the manner
required by the Indenture, and assuming the due authorization, execution and delivery of the Indenture by the Parent and the Trustee,
the Notes will constitute valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable
against the Company in accordance with their terms, except as enforcement thereof may be limited by (i) applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the rights and remedies of
creditors and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied
covenant of good faith and fair dealing.



 


		4)	The Exchange Notes (as defined in the Registration Rights Agreement) have been duly authorized by the Company and each of the
Subsidiaries and, when executed, issued and delivered by the Company and the Subsidiaries in exchange for the Securities in accordance
with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer (as defined in the Registration Rights
Agreement) and authenticated by the Trustee in the manner required by the Indenture, and assuming the due authorization, execution
and delivery by the Trustee of the Indenture and by the Parent of the Indenture and its Guarantee, the Exchange Notes will constitute
valid and binding obligations of the Company and the Guarantors, as applicable, entitled to the benefits of the Indenture and enforceable
against the Company and each of the Guarantors in accordance with their terms, except as enforcement thereof may be limited by
(i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting
the rights and remedies of creditors and by general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and
contribution and an implied covenant of good faith and fair dealing.



 






    	A-1-1



    	 



    

 





		5)	The Guarantees have been duly authorized, executed and delivered by each of the Subsidiaries, and, when the Notes have been
executed, issued and delivered by the Company against payment therefor in accordance with the terms of the Purchase Agreement and
the Indenture and authenticated in the manner required by the Indenture, and assuming the valid authorization, execution and delivery
by the Trustee of the Indenture and by the Parent of the Indenture and its Guarantee, each Guarantee will constitute the valid
and binding obligation of each of the Guarantors, enforceable against each of the Guarantors in accordance with its terms, except
as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws relating to or affecting the rights and remedies of creditors and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating
to fiduciary duties and indemnification and contribution and an implied covenant of good faith and fair dealing.



 


		6)	The Indenture has been duly authorized, executed and delivered by the Company and each of the Subsidiaries and assuming the
valid authorization, execution and delivery by the Trustee of the Indenture and by the Parent of the Indenture and its Guarantee,
constitutes a valid and binding agreement of the Company and each of the Guarantors, enforceable against the Company and each of
the Guarantors in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting the rights and remedies of creditors
and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)
and (ii) public policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant
of good faith and fair dealing.



 


		7)	The Registration Rights Agreement has been duly authorized, executed and delivered by the Company and each of the Subsidiaries
and constitutes a valid and binding agreement of the Company and, assuming the valid authorization, execution and delivery by the
Parent of the Registration Rights Agreement, each of the Guarantors, enforceable against the Company and each of the Guarantors
in accordance with its terms, except as enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting the rights and remedies of creditors and by general
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public
policy, applicable law relating to fiduciary duties and indemnification and contribution and an implied covenant of good faith
and fair dealing.



 


		8)	The statements in the Pricing Disclosure Package and the Final Offering Memorandum under the captions “Description of
Notes,” “Description of Other Indebtedness—7.50% Senior Notes due 2021,” “—9.25% Senior Notes
due 2021,” “—7.75% Senior Notes due 2019” and “—3.0% Senior Convertible Notes due 2018”
and “Certain United States Federal Income Tax Consequences,” insofar as such statements purport to summarize provisions
of the documents referred to therein or matters of law or regulation or legal conclusions, are accurate in all material respects.



 



    	A-1-2



    	 



    

 


		9)	The execution and delivery by the Company and each of the Subsidiaries of the Transaction Documents to which it is a party
and the consummation by the Company and each of the Subsidiaries of the transactions contemplated thereby, will not (i) with
respect to the Company and the Subsidiaries, constitute a violation of their respective Organizational Documents, (ii) assuming
application of the proceeds from the sale of the Notes in the manner set forth in the Pricing Disclosure Package, constitute a
violation of, or a breach or default under, the terms of any agreement or instrument filed or incorporated by reference as an exhibit
to the Parent’s annual report on Form 10-K for the year ended June 30, 2013, the Company quarterly reports on Form 10-Q for
the quarters ended September 30, 2013, December 31, 2013 or March 31, 2014 or any applicable current report on Form 8-K filed with
the Commission after July 30, 2013 (the “Applicable Contracts”), or (iii) violate, or result in any contravention
of, or require any consent, approval, authorization or filing or qualification under (A) the Delaware Limited Liability Company
Act (the “DLLCA”), (B) the Delaware General Corporation Law and (C) those laws, rules and regulations of
the State of New York and the federal laws, rules and regulations of the United States of America, in each case that, in such counsel’s
experience, are normally applicable to transactions of the type contemplated by the Transaction Documents (other than the United
States federal securities laws, state securities or blue sky laws, anti-fraud laws and the rules and regulations of the Financial
Industry Regulatory Authority, Inc.); provided that such counsel shall not be required to make any special investigation as to
the applicability of any specific law, rule or regulation (collectively, the “Applicable Laws”).



 


		10)	Assuming (i) the accuracy of the representations and warranties of the Company and the Initial Guarantors set forth in
Section 1 of the Purchase Agreement and of the Initial Purchasers in Section 2(d) of the Purchase Agreement, (ii) the
due performance by the Company and the Guarantors of the covenants and agreements set forth in Section 3 of the Purchase Agreement
and the due performance by the Initial Purchasers of the covenants and agreements set forth in Section 2(e) of the Purchase Agreement,
(iii) the compliance by the Initial Purchasers with the offering and transfer procedures and restrictions described in the
Pricing Disclosure Package, (iv) the accuracy of the representations and warranties made in accordance with the Purchase Agreement
and the Pricing Disclosure Package by purchasers to whom the Initial Purchasers initially resell the Notes, (v) that the Initial
Purchasers are “accredited investors” as defined in Rule 501(a)(1) under the Securities Act of 1933, as amended (the
“Securities Act”), and (vi) that purchasers to whom the Initial Purchasers initially resell the Notes receive
a copy of the Pricing Disclosure Package prior to confirmation of such sale, the offer, sale and delivery of the Securities to
the Initial Purchasers in the manner contemplated by the Purchase Agreement and the Pricing Disclosure Package do not require registration
under the Securities Act, and the Indenture does not require qualification under the Trust Indenture Act of 1939, other than any
registration or qualification that may be required in connection with the Exchange Offer. Such counsel expresses no opinion, however,
as to any subsequent reoffer or resale of any of the Notes.



 


		11)	The Company is not, and after giving effect solely to the offering and sale of the Securities and the application of the proceeds
thereof as described in the Pricing Disclosure Package will not be, an “investment company,” as such term is defined
in the Investment Company Act of 1940, as amended.



 



    	A-1-3



    	 



    

 


In rendering such opinion, such counsel
may (i) rely in respect of matters of fact upon certificates of officers and employees of the Company and the Subsidiaries and
upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are authentic,
that all copies submitted to such counsel conform to the originals thereof and that the signatures on all documents examined by
such counsel are genuine, (iii) state that its opinion is limited to matters governed by New York law, federal law, the Delaware
General Corporation Law or the Delaware Limited Liability Company Act, and (iv) state that they express no opinion with respect
to, among other things, (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes
to which any shareholders of the Company or any Subsidiary may be subject.


 


In addition, such counsel shall state that
they have participated in conferences with officers and other representatives of the Company and EPL, the independent public accountants
and independent reserve engineers of the Company and EPL, and your representatives, at which the contents of the Pricing Disclosure
Package and the Final Offering Memorandum and related matters were discussed, and although such counsel has not independently verified,
is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained
in, the Pricing Disclosure Package and the Final Offering Memorandum (except to the extent specified in the foregoing opinion),
based on the foregoing, no facts have come to such counsel’s attention that have caused such counsel to believe that:


 


(A)the Final Offering Memorandum, as
of its date and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
or


 


(B) the Pricing Disclosure Package,
as of the Time of Sale, contained any untrue statement of a material fact or omitted to state any material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading;


 


it being understood that such counsel expresses
no statement or belief with respect to the financial statements and related schedules, including the notes and schedules thereto
and the auditor’s reports thereon, or any other financial and accounting and information pertaining to hydrocarbon reserves,
included in, or excluded from, Pricing Disclosure Package or the Final Offering Memorandum.


 


Capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the Purchase Agreement.


 



    	A-1-4



    	 



    




 


EXHIBIT A-2


 


Form of Bo Boyd, Vice President of Law
Opinion


 


		1)	The Company is not a party to any legal or governmental action or proceeding that challenges the validity or enforceability,
or seeks to enjoin the performance, of the Purchase Agreement and there are no actions, suits, claims, investigations or proceedings
pending, threatened or, to my knowledge, contemplated to which the Company or any of the Guarantors or any of their respective
directors or officers is or would be a party or to which any of their respective properties is or would be subject at law or in
equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency
which would be required to be described in the Pricing Disclosure Package and the Final Offering Memorandum if the offering and
sale of the Notes were registered under the Securities Act, but are not so described.



 


		2)	The Company and each of the Guarantors are in good standing or are duly qualified to do business as a foreign corporation or
limited liability company, as the case may be, in each jurisdiction set forth opposite its name on Annex A hereto.



 


		3)	The statements in the Pricing Disclosure Package and the Final Offering Memorandum under the headings “Risk Factors,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,”
insofar as such statements constitute summaries of documents or legal proceedings or refer to matters of law or legal conclusions,
constitute accurate summaries of such documents, legal proceedings and laws in all material respects.



 


In rendering such opinion, such counsel
may (i) rely in respect of matters of fact upon certificates of officers and employees of the Parent, the Company and the Subsidiaries
and upon information obtained from public officials, (ii) assume that all documents submitted to such counsel as originals are
authentic, that all copies submitted to such counsel conform to the originals thereof and that the signatures on all documents
examined by such counsel are genuine, (iii) state that its opinion is limited to matters governed by federal law and the Delaware
General Corporation Law and the Delaware Limited Liability Company Act, and (iv) state that they express no opinion with respect
to (A) any permits to own or operate any real or personal property or (B) state or local taxes or tax statutes to which any shareholders
of the Company or any Subsidiary may be subject.


 






    	A-2-1



    	 



    

 


In addition, such counsel shall state that
they have participated in conferences with officers and other representatives of the Company and EPL, the independent public accountants
and independent reserve engineers of the Company and EPL and your representatives, at which the contents of the Pricing Disclosure
Package and the Final Offering Memorandum and related matters were discussed, and although such counsel has not independently verified,
is not passing upon, and is not assuming any responsibility for the accuracy, completeness or fairness of the statements contained
in, the Pricing Disclosure Package and the Final Offering Memorandum (except to the extent specified in the foregoing opinion),
based on the foregoing, no facts have come to such counsel’s attention that have caused such counsel to believe that:


 


(A)   the Final Offering Memorandum, as
of its date and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading,


 


(B)    the Pricing Disclosure Package,
as of the Time of Sale, contained any untrue statement of a material fact or omitted to state any material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading, or


 


it being understood that such counsel expresses
no statement or belief with respect to the financial statements and related schedules, including the notes and schedules thereto
and the auditor’s reports thereon, or any other financial and accounting and information pertaining to hydrocarbon reserves,
included in, or excluded from, Pricing Disclosure Package or the Final Offering Memorandum.


 


Capitalized terms used herein without definition
shall have the respective meanings ascribed to them in the Purchase Agreement.


 






    	A-2-2



    	 



    

 


ANNEX A TO EXHIBIT A-2


 






Good Standing and Foreign Qualification


 


 


 


	
        Name:

         
	
        Jurisdiction:

         
	
        Foreign

        Qualification

         

	Energy XXI (Bermuda) Limited	Bermuda	None
	Energy XXI Gulf Coast, Inc.	Delaware	LA
	Energy XXI GOM, LLC	Delaware	LA, TX
	Energy XXI Texas Onshore, LLC	Delaware	LA, TX
	Energy XXI Onshore, LLC	Delaware	LA, TX
	Energy XXI Pipeline, LLC	Delaware	LA
	Energy XXI Leasehold, LLC	Delaware	LA
	Energy XXI Pipeline II, LLC	Delaware	LA
	MS Onshore, LLC	Delaware	MS



 






    	Annex A-A-2-1



    	 



    

 


EXHIBIT A-3


 


Form of Appleby Law Opinion


 


 


 


		1)	The Parent is an exempted company incorporated with limited liability and existing in good standing under the laws of Bermuda.
The Parent possesses the capacity to sue and be sued in its own name and to own the shares of Energy XXI (US Holdings) Limited
and participate in the Energy XXI (Bermuda) Limited Long-Term Incentive Plan, which we are informed are its sole business activities.



 


		2)	The Parent has all requisite corporate power and authority to enter into, execute, deliver, and perform its obligations under
the Purchase Agreement, the Indenture, the Registration Rights Agreement and its Guarantee (collectively, the “Subject Agreements”),
and to take all action as may be necessary to complete the transactions contemplated thereby.



 


		3)	The execution, delivery and performance by the Parent of the Subject Agreements to which it is a party and the transactions
contemplated thereby have been duly authorised by all necessary corporate action on the part of the Parent.



 


		4)	The Subject Agreements to which the Parent is a party have been duly executed by the Parent and each (with respect to the Guarantee,
when the Notes are issued and delivered against payment therefor in accordance with the terms of the Purchase Agreement and Indenture
and authenticated in the manner provided in the Indenture) constitutes legal, valid and binding obligations of the Parent, enforceable
against the Parent in accordance with its terms.



 


		5)	No consent, license or authorisation of, filing with, or other act by or in respect of, any governmental authority or court
of Bermuda is required to be obtained by the Parent in connection with the execution, delivery or performance by the Parent of
the Subject Agreements or to ensure the legality, validity, admissibility into evidence or enforceability as to the Parent, of
the Subject Agreements.



 


		6)	The execution, delivery and performance by the Parent of the Subject Agreements and the transactions contemplated thereby do
not and will not violate, conflict with or constitute a default under (i) any requirement of any law or any regulation of Bermuda
or (ii) the organizational documents of the Parent.



 


		7)	The transactions contemplated by the Subject Agreements are not subject to any currency deposit or reserve requirements in
Bermuda. The Parent has been designated as “non-resident” for the purposes of the Exchange Control Act 1972 and regulations
made thereunder, and there is no restriction or requirement of Bermuda binding on the Parent which limits the availability or transfer
of foreign exchange (i.e. monies denominated in currencies other than Bermuda dollars) for the purposes of the performance by the
Parent of its obligations under the Subject Agreements.



 






    	Exhibit B-1-1



    	 



    

 


		8)	The choice of the laws of New York as the proper law to govern the Subject Agreements is a valid choice of law under Bermuda
law and such choice of law would be recognised, upheld and applied by the courts of Bermuda as the proper law of the Subject Agreements
in proceedings brought before them in relation to the Subject Agreements, provided that (i) the point is specifically pleaded;
(ii) such choice of law is valid and binding under the laws of the New York; and (iii) recognition would not be contrary to public
policy as that term is understood under Bermuda law.



 


		9)	The submission by the Parent to the jurisdiction of the courts of New York pursuant to the Subject Agreements is not contrary
to Bermuda law and would be recognised by the courts of Bermuda as a legal, valid and binding submission to the jurisdiction of
the courts of New York, if such submission is accepted by such courts and is legal, valid and binding under the laws of New York.



 


		10)	A final and conclusive judgment of a competent foreign court against the Parent based upon the Subject Agreements (other than
a court of jurisdiction to which The Judgments (Reciprocal Enforcement) Act 1958 applies, and it does not apply to the courts of
New York) under which a sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature,
in respect of a fine or other penalty, or in respect of multiple damages as defined in The Protection of Trading Interests Act
1981) may be the subject of enforcement proceedings in the Supreme Court of Bermuda under the common law doctrine of obligation
by action on the debt evidenced by the judgment of such competent foreign court. A final opinion as to the availability of this
remedy should be sought when the facts surrounding the foreign court’s judgment are known, but, on general principles, we
would expect such proceedings to be successful provided that:



 


		a)	the court which gave the judgment was competent to hear the action in accordance with private international law principles
as applied in Bermuda; and



 


		b)	the judgment is not contrary to public policy in Bermuda, has not been obtained by fraud or in proceedings contrary to natural
justice and is not based on an error in Bermuda law.



 


Enforcement of such a judgment against assets in
Bermuda may involve the conversion of the judgment debt into Bermuda dollars, but the Bermuda Monetary Authority has indicated
that its present policy is to give the consents necessary to enable recovery in the currency of the obligation.


 


		11)	Based solely upon the Company Search and the Litigation Search:



 


		a)	no litigation, administrative or other proceeding of or before any governmental authority of Bermuda is pending against the
Parent; and



 


		b)	no notice to the Registrar of Companies of the passing of a resolution of members or creditors to wind up or the appointment
of a liquidator or receiver has been given. No petition to wind up the Parent or application to reorganise its affairs pursuant
to a Scheme of Arrangement or application for the appointment of a receiver has been filed with the Supreme Court.



 






    	Exhibit B-1-2



    	 



    

 


		12)	The Parent has received an assurance from the Ministry of Finance granting an exemption, until 28 March 2016, from the imposition
of tax under any applicable Bermuda law computed on profits or income or computed on any capital asset, gain or appreciation, or
any tax in the nature of estate duty or inheritance tax, provided that such exemption shall not prevent the application of any
such tax or duty to such persons as are ordinarily resident in Bermuda and shall not prevent the application of any tax payable
in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to land in Bermuda leased to the Parent.
There are, subject as otherwise provided in this opinion, no Bermuda taxes, stamp or documentary taxes, duties or similar charges
now due, or which could in the future become due, in connection with the execution, delivery, performance or enforcement of the
Subject Agreements or the transactions contemplated thereby, or in connection with the admissibility in evidence thereof and the
Parent is not required by any Bermuda law or regulation to make any deductions or withholdings in Bermuda from any payment it may
make thereunder.



 






    	Exhibit B-1-3



    	 



    

 


Form of CFO Certificate


  


 


I, David West Griffin, do hereby certify
that (i) I am the Chief Financial Officer of Energy XXI (Bermuda) Limited, the parent company of Energy XXI Gulf Coast, Inc., a
Delaware corporation (the “Company”), (ii) I am providing this certificate in connection with the offering by the Company
of $650,000,000 in aggregate principal amount of its Senior Notes due 2024 (the “(the “Notes”) pursuant to a
preliminary offering memorandum dated May 12, 2014 (the “Preliminary Offering Memorandum”), (iii) capitalized terms
used herein but not defined have the meanings set forth in the Preliminary Offering Memorandum and (iv) I am providing this certificate
in my capacity as Chief Financial Officer and not personally:


 


I.I have (A) reviewed the reserve and operating data
included in the Preliminary Offering Memorandum under the caption “Offering Memorandum Summary—Summary Pro Forma Combined
Oil and Natural Gas Reserves and Production Data (the “Operating Data”), and (B) made appropriate inquiries of members
of management of the Company and EPL who had responsibility for such statements and data with respect thereto and (C) made such
further investigations that I have deemed necessary in order to make the representations herein.


 


II.Based on my review, inquiries and investigations
as set forth above, nothing has come to my attention to lead me to believe that (A) the Operating Data are not accurate statements
of the reserves or operating data for the periods set forth therein or (B) any material modifications should be made to any such
information.


 


 


In witness whereof this certificate has been executed and delivered
by the chief financial officer of Energy XXI (Bermuda) Limited, the parent company of the Company on this 12th day of May, 2014.


 


  





	 	 	 	 
	 	 	David West Griffin	 
	 	 	Chief Financial Officer	 
	 	 	Energy XXI (Bermuda) Limited	 



  






    	Exhibit B-1-4



    	 



    

  


ANNEX I


 


Resale Pursuant to Regulation S or Rule
144A. Each Initial Purchaser understands that:


 


Such Initial Purchaser agrees
that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account
of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution
at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto
and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the
Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with
respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical
or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as are permitted
by and include the statements required by Regulation S.


 


Such Initial Purchaser agrees
that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession,
fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor,
dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following
effect:


 


“The Securities covered hereby have not been
registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold
within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or
(ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in
reliance upon Regulation S and the Closing Date, except in either case in accordance with Regulation S under the Securities Act
(or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration
requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance
on Regulation S under the Securities Act during the period referred to above to any distributor, dealer or person receiving a selling
concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the
meanings assigned to them in Regulation S under the Securities Act.”


 






    	Annex I -1



    	 



    

 


ANNEX II


 


Pricing Supplement


 


[see attached]


 






    	Annex II -1



    	 



    

 


ANNEX III


 


Company Additional Written Communications


 


none


 


 






    	Annex II -2