In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[Q]: Exhibit 99.5

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.

OPERATIONS AND MAINTENANCE AGREEMENT

Service Provider: Solar Power, Inc. SEF Host Customer: Aerojet Phase 1 SEF Site Location: Rancho Cordova, CA

THIS OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the latest date referenced on the signature page below (the Effective Date), by and between Solar Tax Partners 1, LLC, a California limited liability company (Owner), and Solar Power, Inc. (Service Provider). Owner and Service Provider are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

RECITALS

A. Owner operates a solar energy facility (the SEF), and more particularly defined in Exhibit A hereto on the premises (the Premises) described in Exhibit B hereto for the purposes of providing electric power to the Owner's host customer, Aerojet Rancho Cordova, CA (the User);

B. Owner desires to retain the services of Service Provider to operate and manage the SEF and provide scheduled maintenance of the SEF, and Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual agreements, representations, warranties and covenants set forth in this Agreement and the Exhibits hereto, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Service Provider agree as follows:

ARTICLE 1. RESPONSIBILITIES OF SERVICE PROVIDER

1.1 Appointment of Service Provider.

(a) Owner hereby appoints Service Provider, and Service Provider hereby accepts the appointment, to perform the SEF operations and maintenance services (Services) on behalf of Owner as of the Services Commencement Date as further described in Exhibit C hereto in accordance with and subject to the terms and conditions set forth in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, Service Provider shall perform the Services and its obligations under this Agreement, and act at all times as an independent Service Provider of Owner. None of Service Provider's employees shall be, or shall be considered to be, employees of Owner. Service Provider shall be fully responsible for the payment of all wages, salaries, benefits and other compensation to its employees. This Agreement is not intended to create, and shall not be construed to create, and neither Party shall be or constitute, or be deemed or construed to be or constitute, under any circumstances or for any purpose whatsoever, a partner, joint venturer, agent (except as specifically provided in this Agreement) or legal representative of the other Party, and the Parties expressly disclaim any intention to create a partnership, joint venture, association or other such relationship. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner (except as specifically provided in this Agreement).

1.2 Performance of Maintenance Services. Service Provider shall perform the maintenance portion of the Services in a clean, safe, efficient and environmentally reasonable manner and maintain the SEF in good operating and mechanical condition in accordance with this Agreement and (i) all applicable laws and permits, (ii) all applicable express warranties and guarantees provided by manufacturers, suppliers, or Service Providers who provided materials or labor under the Engineering, Procurement and Construction Agreement dated September 30, 2009 (the EPC Agreement) for the SEF subject to the terms and limitations thereof, and (iii) all manufacturer's maintenance instructions and specifications.

1.3 Performance Objectives. Service Provider shall perform the Services and its obligations under this Agreement in a manner that (a) insures the operation of the SEF within all required operational parameters and requirements, (b) preserves all warranties provided by manufacturers, suppliers, or Service Providers who provided materials or labor under the EPC Agreement relating to the SEF, subject to Force Majeure, (c) maintains the SEF, and

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(d) seeks to minimize the variable operating costs of and wear and tear on the SEF, including using commercially reasonable efforts to achieve industry standard levels of SEF availability.

1.4 Non-Covered Services.

(a) The Services shall not include, and Service Provider shall not be responsible for, any operations, maintenance, repair, or other services beyond the Services set forth in Exhibit C (such non-covered services referred to hereinafter as Non-Covered Services). All work associated with Non- Covered Services will be billed according to the terms of Section 2.2. Any studies or other services required by Owner to review options to optimize system performance will be provided as Non-Covered Services.

(b) The Performance of any Non-Covered Services by Service Provider shall require a written request from Owner specifying the Non-Covered Services to be performed by Service Provider. Notwithstanding the foregoing, if (i) the costs of Non-Covered Services to be performed by Service Provider do not exceed $500.00 in any single instance, or (ii) the Non-Covered Services are provided by Service Provider on an emergency basis to prevent an imminent danger of injury, loss, or damage (exceeding $500.00), Service Provider shall attempt to notify Owner via telephone prior to the performance of any Non-Covered Services and shall be authorized to proceed with the performance of such Non-Covered Services upon receiving verbal approval from Owner. Should Service Provider be unable to contact Owner prior to providing any Non-Covered Services on an emergency basis, Service Provider shall be authorized to perform such emergency Non-Covered Services without prior approval from Owner and shall notify Owner immediately thereafter in writing specifying the nature of the emergency and the Non-Covered Services provided.

(c) Service Provider shall perform any Non-Covered Services only to the extent Service Provider is capable of, and licensed to, provide such Non- Covered Services and in accordance with the provisions of this Agreement.

1.5 Permits. Service Provider shall identify, procure, obtain, maintain and comply with all permits that may be required under applicable laws for or in connection with the performance of Services (and Non-Covered Services as actually provided by Service Provider) and that need to be procured, obtained and maintained by or in the name of Service Provider. Owner shall provide Service Provider with such assistance and cooperation as may reasonably be required in order to obtain and maintain all such Permits. Service Provider shall submit copies of all applications for, and proposed forms of, all such Permits to Owner with sufficient time to allow for Owner's review and approval.

1.6 Cooperation with Other Service Providers. Service Provider acknowledges that Owner has retained, and may from time to time retain, other Service Providers to provide maintenance, administrative and management services for Owner in connection with the SEF or otherwise at the Premises. Service Provider shall cooperate and coordinate its activities hereunder with such other Service Providers. Service Provider shall not be responsible in any way for any services provided by other Service Providers retained by Owner. Owner shall instruct all other Service Providers to coordinate the performance of services with Service Provider so as to not interfere with Service Provider's performance of Services.

1.7 Personnel Standards.

(a) Service Provider's employees shall be qualified (and if required by applicable law, licensed, certified or registered) and experienced in the functions to which they are assigned and shall meet the requirements of all permits, all applicable laws and the then-current SEF maintenance manuals (to the extent copies of which have been provided to Service Provider by Owner). If requested, Service Provider shall provide to Owner evidence of the competence of such personnel including details of their previous experience and qualifications. If Owner or User reasonably determines an employee of Service Provider to be under-qualified, disruptive, non-cooperative or otherwise undesirable at the Premises, Owner or User may request the immediate removal of such employee from the Premises for any existing or future delivery of the Services and the replacement of such employee with a different employee of Service Provider; provided that Owner or User, as the case may be, will use commercially reasonable efforts to provide reasonable notice to Service Provider of the need for such proposed removal. Neither Owner's or User's request to Service Provider to remove an employee, nor Service Provider's removal of an employee following Owner's or User's request, shall relieve Service Provider of any of its obligations hereunder or be construed as a waiver by Owner or User of any of its rights under this Agreement.

(b) Service Provider shall institute policies to forbid and prevent the possession or use of firearms, alcohol and illegal drugs at the Premises. Service Provider shall institute policies that require post-accident and for-cause drug or alcohol testing. Service Provider shall institute policies that require the immediate removal and permanent expulsion from the Premises, and from any activity associated with the Services being performed at the Premises, of any individual person who at any time is found in possession of firearms, alcohol or illegal drugs at the Premises or otherwise not in compliance with this Section 1.6.

1.8 O&M Data and Records.

(a) Service Provider shall prepare and maintain all reports and other information relating to the SEF maintenance (the SEF O&M Reports) and make such SEF O&M Reports available to Owner (i) within ten (10) business days following performance of any Services under this Agreement and (ii) upon reasonable request at any time

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by Owner, within ten (10) business days following such request. Service Provider shall make the SEF O&M Reports available to Owner in hard copy and electronic formats.

(b) Service Provider shall prepare reports and data related to the maintenance of hazardous materials introduced on-site by the Service Provider at the SEF in a manner complying with all applicable laws.

1.9 Performance of Operational Services Service Provider shall perform the operational portion of the Services in a professional manner consistent with standards for the management and operation of an SEF of this size and type.

ARTICLE 2. COMPENSATION AND PAYMENT

2.1 Services Fee.

(a) As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the Services Fee (Services Fee) set forth on Exhibit D hereto.

(b) Unless agreed otherwise in writing by Owner or pursuant to Section 1.4, the payment of Services Fee shall be full consideration for all time and materials used by Service Provider in the performance of Services and Service Provider shall not be entitled to any additional cost reimbursement for any materials used during Services.

2.2 Billing for Non-Covered Services.

(a) In the event that Service Provider provides any Non-Covered Services (or any other services not included within the scope of the Services), Service Provider shall submit an invoice and Owner shall compensate Service Provider for such services per the Billing Rate Schedule in Exhibit D. Third party services will be billed directly to Owner by the applicable third party and shall be paid by Owner directly in a timely manner.

(b) Service Provider shall invoice Owner within thirty (30) days of completion of any Non-Covered Services.

2.3 Terms of Payment. Owner shall pay Service Provider within thirty (30) days after the invoice date. Fees are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of one and one half percent (1.5%).

2.4 Taxes. Notwithstanding any provision in this Agreement to the contrary, amounts set forth in this Agreement are inclusive of sales, use, ad valorem, business or any other taxes duties, or other fees, assessments, or charges payable by Service Provider on the Services provided by Service Provider hereunder.

2.5 User has No Obligation to Pay. Owner and Service Provider each acknowledge that User shall have no obligation to pay any amounts whatsoever under this Agreement.

ARTICLE 3. TERM; TERMINATION

3.1 Term.

(a) The term of this Agreement shall commence on the Services Commencement Date and remain effective for ten (10) years (the Initial Term) unless terminated in accordance with its terms. This Agreement shall be subject to an automatic extension for consecutive one (1) year periods thereafter (each, an Extension Term and together with the Initial Term, the Term), unless terminated (i) in accordance with its terms or (ii) upon thirty (30) days' written notice by either Party to the other Party.

(b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time with immediate effect by written notice to the other Party, if such other Party is in breach of its representations, warranties, obligations and covenants under the terms of this Agreement, which breach has remained uncured for more than thirty (30) days after initial notice of such breach from the nonbreaching Party to the other Party.

3.2 Obligations Following Termination. Within five (5) days after the termination or expiration of this Agreement, and upon Owner's payment in full of the amounts due Service Provider under the Agreement, Service Provider shall deliver to Owner all of the SEF O&M Reports, SEF books, records and property in its possession or under its control, and all materials, supplies, consumables, manuals and any other items furnished to Service Provider by Owner.

ARTICLE 4. INSURANCE

4.1 Service Provider Insurance. Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner:

(a) Commercial General Liability. Service Provider shall provide and maintain commercial general liability insurance with combined single policy limits not less than Two Million Dollars ($2,000,000) for bodily injury or property damage for each occurrence and in the aggregate, including broad form contractual liability insurance, broad form property damage, personal injury, products and completed operations insurance.

(b) Automobile Liability. Service Provider shall provide and maintain business auto liability insurance covering owned, non-owned and hired automobiles in the amount of One Million Dollars ($1,000,000) combined

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single policy limit for bodily injury and property damage for each accident.

(c) Worker's Compensation. Service Provider shall provide and maintain worker's compensation insurance as required by applicable law where the Services are performed and employer's liability insurance with a limit of liability of One Million Dollars ($1,000,000) for each accident and in the aggregate.

(d) Excess Liability Insurance. Service Provider shall provide and maintain excess liability insurance covering employer's liability, commercial general liability, and business automobile liability, in the amount of Five Million Dollars ($5,000,000) combined single limit policy limit per occurrence and in the aggregate for bodily injury and property damage.

(e) Primary Insurance. All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii) contain a standard severability of interests clause.

(f) Payment of Deductible. The payment of any deductible for any insurance required pursuant to this Section 4.1 shall be the responsibility of Service Provider, unless the loss covered by such insurance is caused by the negligence or willful misconduct of Owner, its officers, directors, agents, employees, and assigns, in which case the deductible shall be paid by Owner.

(g) Waiver of Subrogation. Service Provider shall require that its insurers release and waive all rights of subrogation against Owner, User, User's landlord, if applicable, or a subsequent Owner, tenant or subtenant of the Premises with respect to any insurance carried by Service Provider, whether or not required by this Agreement.

4.2 General. The provisions of this Article 4 do not modify, change or abrogate any responsibility of Service Provider stated elsewhere in this Agreement. Owner assumes no responsibility for the solvency of any insurer or the failure of any insurer to settle any claim.

ARTICLE 5. INDEMNIFICATION

5.1 Indemnification. Each party (Indemnifying Party) shall indemnify the other party, its officers, directors, agents, employees, and assigns (each, an Indemnified Party), and undertake to defend and hold the Indemnified Party harmless from and against any claim, demand, suits, cause of action, losses, penalties, obligations, liabilities, damages, and expenses (including court costs, reasonable attorneys' fees, interest expenses and amounts paid in compromise or settlement) (Loss) arising out of personal injury or third party property damages to the extent caused by or arising out of the fault of or negligent acts or omissions of the Indemnifying Party.

5.2 Claims for Indemnification. The following provisions shall apply to any claim for indemnification pursuant to this Article 5 (each, an Indemnity Claim):

(i) If an Indemnified Party determines that it is entitled to indemnification under this Section 5, such Indemnified Party shall promptly notify the Indemnifying Party in writing of the Loss specifying (to the extent that such information is available) the following: the factual basis for the Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, and, if an estimate is feasible in the circumstances, an estimate of the amount of the Indemnity Claim;

(ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect to such Indemnity Claim; and

(iii) a complete copy of all notices, pleadings and other papers related to such Indemnity Claim that have been received by the Indemnified Party prior to the date such notice is provided to Indemnifying Party; provided that failure to give such notice or to provide such information and documents shall not relieve Indemnifying Party of any indemnification obligation it may have under this Article 5 unless and only to the extent that such failure shall materially diminish the ability of Indemnifying Party to respond to the Indemnity Claim or to defend the Indemnified Party.

(b) The Indemnified Party agrees to provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any Loss; provided that failure to do so will not affect the indemnity except to the extent the Indemnifying Party is prejudiced thereby. In the event of a Loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any settlement shall solely be within the Indemnifying Party's control, provided that the Indemnified Party shall have the right to participate in the defense of such Loss using counsel of its choice, at its expense. No settlement that would impose any costs or expense upon the Indemnified Party shall be made without such Party's prior written consent.

(c) Any dispute as to whether or not the Indemnified Party's right to indemnification applies, and the amount of the Indemnity Claim (as it may have been compromised or settled by the Indemnified Party, or determined in a proceeding, pending resolution of such dispute) shall be resolved in accordance with the dispute resolution procedures set forth in Article 6.

ARTICLE 6. DISPUTE RESOLUTION AND ARBITRATION

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6.1 If disputes or disagreements arise related to this Agreement, Owner and Service Provider each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.

6.2 Owner and Service Provider will first attempt to resolve disputes or disagreements through discussions between their respective representatives.

6.3 [reserved]

6.4 In the event of a dispute, claim, or controversy arising out of or in connection with this Contract, the Parties through their designated representatives or program managers agree to confer and attempt to resolve the matter informally in good faith. If such dispute cannot be resolved in this manner within ten (10) calendar days after notice of the dispute is given to the other Party, then the matter shall be referred to the Parties' senior officers for their review and resolution. If the matter cannot be resolved in good faith by such officers within fifteen (15) calendar days following such referral, the matter shall be submitted to non-binding mediation. Such mediation shall commence no later than thirty (30) calendar days after submission of the dispute and shall be conducted in the locality where the Services have been performed and in accordance with the then prevailing rules of the Construction Industry Mediation Rules of the American Arbitration Association. The mediation shall be conducted by one neutral mediator, who shall have experience in the general subject matter to which the dispute relates and who shall be agreed to by the Parties. In the event that the dispute is not resolved pursuant to such mediation, each Party may pursue any rights and remedies as each may have, whether at law or in equity. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS CONTRACT. During the course of the dispute resolution procedures provided in this Article 6 (Dispute Resolution), Service Provider shall continue to perform its obligations hereunder in good faith until the final resolution of the dispute, claim or controversy, so long as there has not occurred an event of default by Owner which is not cured within the applicable period under Section 3.1.

ARTICLE 7. CONFIDENTIAL INFORMATION

7.1 Confidentiality.

(a) Confidentiality. Except as required under applicable law, each Party shall hold in confidence all documents and other information, whether technical or commercial, relating to this Agreement or the design, financing, construction, ownership, operation or maintenance of the SEF that is of a confidential nature and that is supplied to it by or on behalf of the other Party. The Party receiving such documents or information shall not publish or otherwise disclose them or use them for its own purposes (otherwise than as may be required by it, its professional advisers, or potential or actual lenders or investors, or potential or actual subcontractors to perform its obligations or to assert its rights under this Agreement). Each Party further agrees, to the extent requested by the supplier of such information, to require its subcontractors, vendors, suppliers and employees to enter into appropriate nondisclosure agreements relative to such confidential information, prior to the receipt thereof. To the extent reasonably required, confidential information may be made available to potential debt and equity investors and as necessary subject to a mutually acceptable confidentiality agreement or to respective advisors who are bound to confidentiality by applicable rules of professional conduct or by mutually acceptable confidentiality agreements. The provisions of this Section 7.1 shall not apply to information within any one of the following categories or any combination thereof: (1) information that was in the public domain prior to the receiving Party's receipt or that subsequently becomes part of the public domain by publication or otherwise, except by the receiving party's wrongful act; (2) information that the receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party and not otherwise subject to an obligation of confidentiality; or (3) information received by a Party from a third party having no obligation of secrecy with respect thereof.

(b) The obligations of the Parties under this Section will survive for a period of two (2) years from and after the expiration or termination of the Agreement.

ARTICLE 8. NOTICES

8.1 Notices. All notices, requests, statements or payments will be made to the addresses and persons specified on the signature page below. All notices, requests, statements or payments will be made in writing. Notices required to be in writing will be delivered by hand delivery, overnight delivery or U.S. mail. Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. A Party may change its address by providing notice of the same in accordance with the provisions of this section.

ARTICLE 9. ASSIGNMENT; BINDING EFFECT

9.1 Assignment; Binding Effect.

(a) Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign, pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such assignment or transfer without such consent will be null and void; provided, however, that notwithstanding the foregoing, Service Provider may, without the consent of Owner, assign,

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pledge or transfer all or any part of Service Provider's payment rights under this Agreement (i) to any affiliate of Service Provider, (ii) to any party that acquires Service Provider or all or substantially all of Service Provider's assets, or (iii) for security purposes in connection with any financing and, provided further, that Service Provider shall remain fully liable for the performance of all of Service Provider's obligations under this Agreement. Service Provider shall deliver notice of any such assignment, pledge or transfer to Owner in writing as soon as reasonably practicable thereafter. Owner agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by Service Provider in connection with any such assignment, pledge or transfer. Any payment made by Owner to Service Provider after the effective date of such assignment, pledge or transfer and within ten (10) business days after receipt of Service Provider's written notice, shall be deemed payment to the assignee, pledgee, or transferee identified in Service Provider's notice. In addition, Service Provider may subcontract any or all of its duties hereunder, but no such subcontract shall relieve Service Provider of any such subcontracted duties

(b) Owner may, without the consent of Service Provider, assign, pledge or transfer all or any part of, or any right or obligation under this Agreement (i) to any affiliate of Owner (including any affiliate of Owner's manager), (ii) to any party that acquires Owner or all or substantially all of Owner's assets, (iii) to User, or (iv) for security purposes in connection with any financing or other financial arrangements regarding the SEF, provided, however, that Owner shall remain fully liable as a guarantor for all of its payment obligations under this Agreement. Owner shall deliver notice of any such assignment, pledge or transfer to Service Provider in writing as soon as reasonably practicable thereafter. Service Provider agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by Owner in connection with any such assignment, pledge or transfer.

(c) Subject to the foregoing restrictions on assignment, this Agreement will inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

9.2 Cooperation with Financing. Service Provider acknowledges that Owner will be financing the acquisition of the SEF and Service Provider agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing for the SEF, including the furnishing of such information and the giving of such certificates; provided that the foregoing undertaking shall not obligate Service Provider to materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Service Provider, under this Agreement (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a financing party may reasonably request).

ARTICLE 10. MISCELLANEOUS

10.1 Hazardous Conditions. Service Provider is not responsible for any Hazardous Conditions encountered at the Premises. Upon encountering any Hazardous Conditions, Service Provider will stop work immediately in the affected area and duly notify Owner and, if required by any legal requirements, all government or quasi-government entities with jurisdiction over the Premises. Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable legal requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable legal requirements.

(a) Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.

(b) Service Provider shall be obligated to resume Services at the affected area of the Premises only after Owner's expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Premises.

(c) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Service Provider, and its officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Premises

(d) Notwithstanding the preceding provisions of this Section 10.1, Owner is not responsible for Hazardous Conditions introduced to the Premises by Service Provider or anyone for whose acts they may be liable. To the fullest extent permitted by law, Service Provider shall indemnify, defend and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Premises by Service Provider or anyone for whose acts it may be liable.

10.2 Governing Law. This Agreement will be governed by the laws of the State of California, without

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giving effect to the conflicts of laws principles thereof. The parties agree to perform their respective obligations under this Agreement in accordance with applicable laws.

10.3 Entire Agreement; Amendments. This Agreement (including the exhibits, any written schedules, supplements or amendments) constitutes the entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter hereof. Except as otherwise expressly provided in this Agreement, any amendment, modification or change to this Agreement will be void unless in writing and executed by both Parties.

10.4 Non-Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof. No waiver by either Party of a breach of any term or provision contained herein shall be effective unless signed and in writing and signed by the waiving party. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, shall be construed, operate as, or constitute a consent to, waiver of, or excuse of any other or subsequent or succeeding breach by either Party.

10.5 Severability. If any part, term, or provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of this Agreement, and shall not render this Agreement unenforceable or invalid as a whole. Rather the part of this Agreement that is found invalid or unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within the limits of applicable law or applicable court decisions, and the remainder of this Agreement will remain in full force

10.6 No Third Party Beneficiary. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind.

10.7 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliate, lender, director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were assumed in writing by the Person against whom recourse is sought.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, and in original or portable document format, and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument, and all of which together shall constitute one and the same Agreement.

10.9 Further Assurances. The Parties shall at their own cost and expense do such further acts, perform such further actions, execute and deliver such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the agreements and understandings contained herein and to carry out the intent and purposes of this Agreement.

10.10 General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard to any presumption or rule requiring construction against the Party causing such instrument of any portion thereof to be drafted, or in favor of the Party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any person.

10.11 Access to Premises. Owner shall furnish reasonable access to the Premises in order to allow Service Provider to perform the Services. Service Provider's access to the Premises (including its agents, employees, and representatives) shall be subject to User's rules and regulations, security policies and guidelines and access control systems and procedures (as provided by Owner to Service Provider as of the Effective Date). Owner shall coordinate and provide for User's, or User's agent's, supervision of Service Provider, as may be required by User, in a manner that shall not disrupt Service Provider's performance of the Services.

10.12 No Claims against the Premises. Service Provider understands and acknowledges that the SEF is separate from, and not an improvement to or a part of the Premises and that the SEF is separately owned by Owner. Owner, and not User, any owner, landlord, tenant, or subtenant of the Premises, is solely responsible for the payment of all Services Fees, and Service Providers shall have no claim against the Premises for unpaid Services Fees. Service Provider agrees not to attempt to record any lien against the Premises for unpaid Services Fees.

10.13 Headings. The headings of the Sections of this Agreement are inserted for convenience of reference only and do not form a part or affect the meaning hereof.

10.14 Public Announcements. Notwithstanding anything to the contrary set forth herein, each Party acknowledges that the other Party (the Public Party) is or may become a publicly-held company, and in conjunction with its duties as a publicly-held company, such Public Party may from time to time be required to report to the public by filing appropriate disclosure statements with the Securities and Exchange Commission on form 8(k,) periodical reports, or otherwise according to applicable securities laws and regulations, or through press releases (collectively, Public Information); provided, however, that unless required by law, the Public Party shall not use the other Party's, Owner's, or User's name or brand in such Public Information without prior written consent of the other Party, which shall not be

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unreasonably, withheld, conditioned or delayed. To the extent consistent with applicable law, the Public Party shall have given the other Party, Owner, or User advance notice and an opportunity to review and provide comment on such releases. On the Public Party's request, the other Party shall provide a written description of information about such Party as it should appear in such filings.

10.15 Force Majeure. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be liable for any failure to comply with its obligations under the this Agreement, other than to pay moneys due, to the extent arising out of any circumstances not within the reasonable control, directly or indirectly, of the Party affected (Force Majeure). Force Majeure shall include fire, explosion, flood, earthquake, hurricane, tornado, storm, wind or other unusually adverse weather, civil commotions, civil disobedience, war, rebellion, sabotage, acts of civil or military authority, acts of public enemy, acts of terrorism, boycotts, industry-wide strike or labor difficulties, acts of God, and any actions or inactions by the local utility, but shall not include any inability to make payments that are due hereunder. Each Party shall be entitled to an equitable adjustment for its performance obligations hereunder arising from Force Majeure. A Party claiming Force Majeure shall promptly notify the other party, specifying in reasonable detail the event of Force Majeure, the expected duration, and the steps such party is taking to remedy any delay.

[SIGNATURE PAGE FOLLOWS]

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Operations and Maintenance Agreement Aerojet 1

INTENDING TO BE LEGALLY BOUND, Owner and Service Provider have signed this Agreement through their duly authorized representatives effective as of the latest date set forth below.

OWNER:

Date: December 11, 2009

SOLAR TAX PARTNERS 1, LLC

By: /s/ HEK Partners, LLC by William Hedden and Steven Kay

Printed name: William Hedden and Steven Kay

Title: Members

Address:

1838 15th Street

San Francisco, CA

SERVICE PROVIDER:

Date: December 11, 2009

SOLAR POWER, INC.

By: /s/ Todd Lindstrom

Printed name: Todd Lindstrom

Title: Executive Vice President

Telephone: ( 916 ) 745-0900

Address:

1115 Orlando Drive Roseville, CA 95661

Telephone: (916) 745-0900 Telefax: (916) 721-0428

Opertations and Maintenance Agreement Aerojet 1

EXHIBIT A

SEF DESCRIPTION

3.6 MW SYSTEM

(17,632) SPI SP205 MODULES

(6) (AE 500KW) INVERTERS

(3) 480V-12.7 KV TRANSFORMERS

SEF IS A SINGLE AXIS CONERGY TRACKER SYSTEM

Exhibit A-1

Operations and Maintenance Agreement Aerojet 1

EXHIBIT B

DESCRIPTION OF PREMISES

AEROJET PHASE 1

RANCHO CORDOVA, CA

Exhibit B-1

Operations and Maintenance Agreement Aerojet 1

EXHIBIT C

SCOPE OF SERVICES

As of the Delivery Date (as defined in the EPC) (Services Commencement Date), Service Provider shall provide the Services marked below as frequently as indicated below in accordance with the terms and conditions of this Agreement:

MAINTENANCE SERVICE SCHEDULE

Exhibit C-1

SERVICES INCLUDED (ONLY IF CHECKED) SERVICE DESCRIPTION SERVICE FREQUENCY

INSPECTION OF SEF'S GENERAL SITE CONDITIONS, PV ARRAYS, ELECTRICAL EQUIPMENT, MOUNTING STRUCTURE, DATA ACQUISITION SYSTEM, AND BALANCE OF SYSTEM PROVIDED UNDER EPC.

BI-ANNUALLY (TBD)

SYSTEM TESTING, INCLUDING STRING LEVEL OPEN CIRCUIT VOLTAGE AND DC OPERATING AMPERAGE TESTS. EVERY 2 YEARS

o RECALIBRATION OR REPLACEMENT OF DAS SENSORS AND METERS (PER MANUFACTURER'S INSTRUCTIONS) EVERY 3 YEARS

INVERTER PREVENTIVE MAINTENANCE PER MANUFACTURER'S OPERATING GUIDELINES. ANNUALLY

CLEANING OF INVERTER CABINET AIR VENTS BI-ANNUALLY (TBD) CLEANING AND CHANGING INVERTER AIR FILTERS (PER MANUFACTURER WARRANTY REQUIREMENTS) ANNUALLY

CLEANING AND REMOVING DUST FROM INVERTER HEAT SINKS (PER MANUFACTURER WARRANTY REQUIREMENTS) BI-ANNUALLY (TBD)

Operations and Maintenance Agreement Aerojet 1

Exhibit C-2

SERVICES INCLUDED (ONLY IF CHECKED) SERVICE DESCRIPTION SERVICE FREQUENCY

CHECKING TORQUE MARKS AND RE-TIGHTENING APPROPRIATE WIRING CONNECTIONS TO DESIGN SPECIFICATION TORQUE FORCE (PER MANUFACTURER'S GUIDELINES)

ANNUALLY

CLEANING OF PV ARRAY MODULES (USING CLEAR WATER AND SOFT BRUSH ONLY) BI-ANNUALLY, AS REQUIRED

REMOVAL OF ANY MATERIALS (E.G. TRASH, BIRDS NESTS, ETC.) THAT MAY BE FOUND UNDER THE PV ARRAY MODULES OBSTRUCTING AIRFLOW ANNUALLY

INSPECTION, MAINTENANCE AND TESTING OF MECHANICAL TRACKERS, REPLACEMENT OF FLUIDS BI-ANNUALLY, AS REQUIRED

INSPECT ARRAY MOUNTING STRUCTURE, CARPORT STRUCTURE, CONDUIT RUNS, AND OTHER PHYSICAL COMPONENTS FOR WEAR OR DAMAGE ANNUALLY

o INSPECT AND REPAIR MODULE WATER SPRAY / RINSING SYSTEM ANNUALLY INSPECT AND TEST, AS APPROPRIATE, TRACKING ELECTRICAL COMPONENTS (PER MANUFACTURER'S GUIDELINES) ANNUALLY

PROVIDE WRITTEN SEF MAINTENANCE REPORT

TEN (10) BUSINESS DAYS FOLLOWING PERFORMANCE OF MAINTENANCE SERVICES

Operations and Maintenance Agreement Aerojet 1

OPERATIONAL AND MANAGEMENT SERVICE SCHEDULE

GENERAL REQUIREMENTS:

OWNER IS OBLIGATED TO SATISFY CERTAIN OPERATIONAL REQUIREMENTS IN CONNECTION WITH THAT CERTAIN POWER PURCHASE AGREEMENT DATED MAY 8, 2009 (PPA), BETWEEN OWNER AND USER), AND CERTAIN MAINTENANCE AND REPAIR OBLIGATIONS UNDER THAT CERTAIN LEASE DATED DECEMBER ___, 2009 (LEASE) BETWEEN OWNER AND MASTER TENANT 2008-C, LLC (MASTER TENANT). SERVICE PROVIDER AGREES TO PROVIDE OPERATIONAL AND MANAGEMENT SERVICES TO OWNER, INCLUDING WITHOUT LIMITATIONS, TO ADMINISTER THE OPERATIONAL OBLIGATIONS OF OWNER UNDER THE PPA AND THE MAINTENANCE AND REPAIR OBLIGATIONS UNDER THE LEASE, AND TO PROVIDE ADDITIONAL OPERATIONAL AND MANAGEMENT SERVICES AS SET FORTH BELOW.

OPERATE AND MAINTAIN SEF IN ACCORDANCE WITH PRUDENT INDUSTRY PRACTICES AND APPLICABLE UTILITY STANDARDS AND AS REQUIRED BY THE INTERNAL REVENUE CODE IN ORDER FOR THE OWNER TO QUALIFY FOR AND MAINTAIN ENERGY CREDITS OR CASH GRANT. [SOURCE: PPA 2 (A)]

INSTALL AND MAINTAIN IN ACCORDANCE WITH PRUDENT INDUSTRY STANDARDS A REVENUE QUALITY METER THAT MEETS UTILITY REQUIREMENTS WITH ELECTRONIC DAS CAPABILITIES. IF REQUESTED BY USER, SERVICE PROVIDER SHALL TEST DAS ANNUALLY AND CERTIFY RESULTS. [SOURCE: PPA 6(A)]

PRESERVE ALL PPA DATA FOR A MINIMUM OF TWO YEARS FOLLOWING THE COMPILATION OF DATA. [SOURCE: PPA 6(C)]

ENSURE ALL ENERGY GENERATED BY THE SEF CONFORMS TO UTILITY SPECIFICATIONS, INCLUDING THE INSTALLATION AND MAINTENANCE OF PROPER POWER CONDITIONING AND SAFETY EQUIPMENT, SUBMITTAL OF NECESSARY SPECIFICATIONS, COORDINATION OF UTILITY TESTING AND VERIFICATION. [SOURCE: PPA 7(B)]

ARRANGE DELIVERY OF ENERGY OUTPUT TO USER AND ANY INSTALLATION AND OPERATION OF EQUIPMENT ON USER'S SIDE NECESSARY FOR ACCEPTANCE AND USE OF THE ENERGY OUTPUT [SOURCE PPA 7(C)]

PERFORM ALL INVOICING, INVOICE ADJUSTMENTS, AND INVOICE DISPUTES, AND OTHER ACCOUNTING FUNCTIONS RELATED TO THE OPERATION OF THE SEF UNDER THE PPA. [SOURCE: PPA 8 AND 9]

Exhibit C-3

Operations and Maintenance Agreement Aerojet 1

PROVIDE AND TAKE REASONABLE MEASURES FOR SECURITY OF THE GENERATING FACILITY AGAINST ACCESS BY UNAUTHORIZED PERSONS, INCLUDING REASONABLE SECURITY FENCING IF APPROPRIATE [SOURCE: PPA 12(A)]

RESPONSIBLE FOR THE IDENTIFICATION, CLEANUP, REMOVAL, REMEDIATION AND DISPOSAL OF HAZARDOUS MATERIALS USED, GENERATED, TREATED, STORED OR TRANSPORTED TO THE PREMISES. [SOURCE: PPA 13(E)]

MAINTAIN COMPLETE AND ACCURATE RECORDS ON ALL MATTERS RELATING TO THE SEF AND MAINTAIN DATA AS MAY BE NECESSARY TO DETERMINE WITH REASONABLE ACCURACY ANY ITEM RELEVANT TO THE PPA. [SOURCE: PPA 17]

TAKE GOOD CARE OF THE SEF; KEEP THE SAME IN GOOD ORDER AND CONDITION; AND MAKE AND PERFORM ALL REPAIRS. ALL REPAIRS SHALL BE AT LEAST EQUAL IN QUALITY AND COST TO THE ORIGINAL IMPROVEMENTS AND SHALL BE MADE IN ACCORDANCE WITH ALL LEGAL REQUIREMENTS, AND THE REQUIREMENTS OF THE PPA AND EASEMENT. THE NECESSITY FOR OR ADEQUACY OF REPAIRS SHALL BE MEASURED BY THE STANDARDS WHICH ARE APPROPRIATE FOR IMPROVEMENTS OF SIMILAR CONSTRUCTION AND CLASS, PROVIDED THAT SERVICE PROVIDER SHALL IN ANY EVENT MAKE ALL REPAIRS REASONABLY NECESSARY TO AVOID ANY STRUCTURAL DAMAGE OR OTHER DAMAGE OR INJURY TO THE SEF. [SOURCE: LEASE 5.02]

OPERATE THE SEF AS REQUIRED UNDER THE INTERNAL REVENUE CODE AND CASH GRANT GUIDANCE IN ORCDER TO MAINTAIN THE ELIGIBILITY OF THE SEF FOR ENERGY CREDITS UNDER SECTION 48 OF THE INTERNAL REVENUE CODE OR APPLICABLE CASG GRANTS UNDER SECTION 1603 OF THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 [SOURCE: STP1 OA, 4.01(Z), 4.02(W)]

OBTAIN AND MAINTAIN IN GOOD STANDING ALL PERMITS, LICENSES AND GOVERNMENTAL APPROVALS NECESSARY FOR THE OPERATION AND MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02(B)]

PROVIDE OWNER WITH SUCH INFORMATION AS NECSSARY FOR OWNER AND MASTER TENANT TO MAKE TIMELY, ACCURATE AND COMPLETE SUBMISSIONS OF REPORTS TO GOVERNMENTAL AGENCIES RELATED TO THE OPERATIONOR MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02 (G)]

COMPLY WITH THE PROVISIONS OF ALL APPLICABLE LAWS IN THE OPERATION AND MAINTENANCE OF THE SEF, INCLUDING WITHOUT LIMITATION, ALL STATE AND LOCAL ZONING LAWS, BUILDING CODES, HEALTH AND SAFETY CODES AND ALL OTHER GOVERNMENTAL OBLIGATIONS, AND CONTRACTUAL OBLIGATIONS IDENTIFIED TO SERVICE PROVIDER. [SOURCE: STP1 OA 4.02(H)]

PROVIDE OWNER AND MASTER TENANT OF NOTICE OF ANY WRITTEN OR ORAL NOTICE OF ANY DEFAULT OF FAILURE OF COMPLIANCE; LITIGATION OR CRIMINAL ACTION OR ADMINISTRATIVE PROCEEDINGS, OR COMMUNICATION FROM ANY LENDER OR OTHER PERSON OR GOVERNMENTAL AUTHORITY WHICH IS NOT IN THE ORDINARY COURSE OF BUSINESS, WITH RESPECT TO THE SERVICES [SOURCE: STP1 OA 4.02(K)]

Exhibit C-4

Operations and Maintenance Agreement Aerojet 1

IN OPERATING THE SEF, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONTRACTS, MATERIALS, SUPPLIES, UTILITIES AND SERVICES REQUIRED ON THE MOST ADVENTAGEOUS TERMS AVAILABLE, PROVIDED THAT OWNER SHALL BE OBLIGATED TO PAY THE COST OF ALL MATERIALS AND SUPPLIES. [SOURCE: STP1 OA 4.02(L)]

OPERATE THE SEF IN A MANNER THAT SATISFIES THE REQUIREMENTS OF ALL COVENANTS AND RESTRICTIONS APPLICABLE TO THE PROPERTY, INCLUDING THE EASEMENT AND THE LEASE, AND PROJECTS GENERATING ENERGY CREDITS. [SOURCE: STP1 OA 4.02(O), 4.02(Y)]

TAKE ALL ACTIONS NECESSARY TO ENSURE THAT THE PROPERTY CONTAINS NO, AND IS NOT AFFECTED BY THE PRESENCE OF, ANY HAZARDOUS SUBSTANCE, AND TO ENSURE THAT THE PROPERTY IS NOT IN VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE, OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW. SERVICE PROVIDER SHALL PROMPTLY DELIVER TO OWNER AND MASTER TENANT ANY NOTICE RECEIVED FROM ANY SOURCE WHATSOEVER OF THE EXISTENCE OR POTENTIAL EXISTENCE OF ANY HAZARDOUS SUBSTANCE ON THE PROPERTY OR OF A VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY. [SOURCE: STP1 OA 4.02(S)]

CAUSE TO BE PREPARED AND DELIVERED TO OWNER AND MASTER TENANT THE FOLLOWING:

WITHIN FIFTEEN (15) DAYS OF THE END OF EACH CALENDAR MONTH

(i) A REPORT OF ANY CONSTRUCTION ACTIVITY (INCLUDING MONTHLY DRAW REQUESTS AS AND WHEN SUBMITTED TO THE LENDER; ANY AND ALL INSPECTION REPORTS DONE BY OR ON BEHALF OF THE LENDER; ALL ARCHITECT'S REPORTS; AND THE MINUTES OF ALL MEETINGS OF THE MANAGING MEMBER REGARDING ANY ISSUE OF REHABILITATION OF THE PROPERTY);

(ii) REPORTS OF OPERATIONS, INCLUDING AN UNAUDITED COMPARISON OF ACTUAL OPERATING EXPENDITURES DURING THE APPLICABLE QUARTER WITH THE PROJECTIONS FOR SUCH QUARTER AS SET FORTH IN THE BUDGET APPROVED AND PROVIDED BY MASTER TENANT;

(iii) AN ANALYTIC REPORT OF THE ENERGY PRODUCED BY THE SEF AND COMPARED TO THE PROJECTED PRODUCTION INCORPORATED INTO THE PROJECTIONS.

(iv) A REPORT OF SUCH OTHER INFORMATION AS MAY BE DEEMED BY THE OWNER OR MASTER TENANT TO BE MATERIAL TO THE OPERATION OF THE SEF

IMMEDIATELY:

(v) FROM TIME TO TIME AS MAY BE REASONABLY REQUESTED BY THE OWNER OR MASTER TENANT, INFORMATION ON THE STATE OF SEF OR ANY OF THE SERVICES;

(vi) UPON RECEIPT OF NOTICE OF ANY VIOLATION OF ANY HEALTH, SAFETY, BUILDING CODE, OR OTHER STATUTE OR REGULATION, A DETAILED STATEMENT

Exhibit C-5

Operations and Maintenance Agreement Aerojet 1

DESCRIBING SUCH MATTERS ALONG WITH ANY WRITTEN NOTICES THEREOF RECEIVED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL ENTITY.

(vii) UPON LEARNING OF AN OPERATIONAL CONDITION OR CIRCUMSTANCE WHICH IS EXPECTED TO REDUCE BELOW THE PROJECTED LEVELS THE AMOUNT OF ENERGY CREDITS, A DETAILED STATEMENT DESCRIBING SUCH MATTERS;

(viii) UPON LEARNING OF ANY MATERIAL DEFAULT OR VIOLATION OF THE EASEMENT, PPA OR UPON ANY TERMINATION OF ANY SUCH DOCUMENTS, A DETAILED STATEMENT DESCRIBING THE NATURE OF SUCH DEFAULT AND ANY ACTIONS THAT THE SERVICE PROVIDER PROPOSES TO TAKE IN RESPONSE TO SUCH DEFAULT OR TERMINATION; OR

WITHIN TWO (2) DAYS AFTER RECEIPT BY THE COMPANY:

(ix) COPIES OF ALL REPORTS, NOTICES, FILINGS OR CORRESPONDENCE SENT OR RECEIVED BY THE COMPANY REGARDING THE OCCURRENCE OF ANY EVENT WHICH HAS OR MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SEF (INCLUDING, WITHOUT LIMITATION, ANY REPORTS, NOTICES, FILINGS OR CORRESPONDENCE WITH ANY GOVERNMENTAL AGENCY, DEFAULT NOTICES, NOTICES OF REDUCTIONS OR ELIMINATION OF BENEFITS UNDER ANY FEDERAL, STATE, OR LOCAL PROGRAM PREVIOUSLY ENJOYED BY THE COMPANY, NOTICE OF ANY IRS PROCEEDING INVOLVING THE COMPANY, NOTICE OF ANY DEMAND FOR PAYMENT OR DRAW UNDER ANY CONSTRUCTION COMPLETION GUARANTEE, PERFORMANCE BOND; OR LETTER OF CREDIT REGARDING THE COMPANY; AND NOTICES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY REGULATORY RESTRICTIONS IMPOSED THEREON); AND

(x) COPIES OF ALL LAWSUITS OR LEGAL PROCEEDINGS OR ALLEGED VIOLATIONS OF LAW, AND NOTICES OF ALL ACTIONS TAKEN, OR PROPOSED TO BE TAKEN, AFFECTING THE SEF.

[SOURCE: STP1 13.04, MT 13.04]

Exhibit C-6

Operations and Maintenance Agreement Aerojet 1

EXHIBIT D

SERVICES FEE SCHEDULE

As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the following Services Fee after the Services Commencement Date:

The Services Fee will escalate at a rate of three percent (3%) per year beginning at the first anniversary of the Services Commencement Date.

Billing Rate Schedule for Non-Covered Services

Payment for Non-Covered Services shall be on a Time & Materials Basis per the following schedule:

Exhibit D-1

PAYMENT FREQUENCY INITIAL ANNUAL SERVICES FEE (AS MARKED) o QUARTERLY $41,000 SEMI-ANNUALLY o ANNUALLY

1. Service Provider Employees billed at $[*] per hour.

2. Subcontractor charges will be billed at cost plus [*] percent ([*]%).

3. Materials, travel, lodging and other expenses will be billed at direct cost plus [*] percent ([*]%).

4. Hourly Rates listed will escalate at a rate of [*]% per year beginning at the first anniversary of the Services Commencement Date.
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
[A]: All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii) contain a standard severability of interests clause.

[Q]: [***] = CONFIDENTIAL TREATMENT REQUESTED

SCHEDULE A Product License Schedule FORM This Product License Schedule is issued pursuant to the Software License, Customization and Maintenance Agreement (the Agreement) executed by and between Bank of America, N.A. (Bank of America) and Cardlytics, (Supplier) and incorporates by reference all of the terms and conditions of the Agreement.

TERM FOR ORDERING

A. Software

This Schedule constitutes an Order in accordance with the terms of the Agreement.

B. Payment Schedule for Source Code delivery as outlined in Section 2.7

Beginning three (3) years after the General Services Agreement Effective Date, the Supplier Software version in place one (1) yearfollowing the Service reaching 10,000,000 Users $[***]

The latest commercially available version, or earlier versions at Bank of America's option, of the Supplier Software:

Beginning 3 years after the General Services Agreement Effective Date or one (1) year following the Service reaching 10,000,000 Users, whichever is later, if Supplier has failed to meet either of the Performance Adjustments as outlined in Schedule B of the General Services Agreement for six (6) consecutive months. $[***]

Beginning 3 years after the General Services Agreement Effective Date and one (1) year following the National Launch date and Supplier has met both of the Performance Adjustments as outlined in Schedule B of the General Services Agreement. Bank of America Total Revenue Share minus Supplier Total Revenue share for the preceding twelve (12) months

At any time if Supplier materially breaches either Agreement $[***]

C. Maintenance Services

No-charge Maintenance Services shall be provided from the Delivery Date through the Warranty Period. The first paid (Initial) Maintenance Term shall commence upon expiration of the Warranty Period and shall continue for twelve (12) months thereafter. Thereafter, the Maintenance Term shall automatically renew for successive period, 12 months, on the terms and conditions of this Agreement unless Bank of America terminates Maintenance Services pursuant to this Agreement. Bank of America may terminate Maintenance Services for convenience at any time in accordance with the Section entitled Termination of the Agreement. If Bank of America terminates the Maintenance Services, Bank of America shall have the right to reinstate the Maintenance Services without paying any reinstatement fee. During the initial Maintenance Term and any renewal term, Maintenance Fees shall be paid in the increments described below under Payment Terms. Proprietary to Bank of America Page A-2 vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018

PRODUCTS LICENSED PROGRAMS: PROGRAM MATERIALS: PLATFORM:

The Software consists of the following: The Program Materials include the following: The Platform consists of the following:

Cardlytics OPS (Offer Placement System) Version 3.0

Installation Guides Operational Guides

Computer: database servers, application servers and web servers

Operating System: Microsoft.net and SQL 2008

Other Required Components Client side ad serving technology

PAYMENT TERMS

The Software License and Maintenance will be provided at no charge. Proprietary to Bank of America Page A-3 vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018

[***] = CONFIDENTIAL TREATMENT REQUESTED

PAYMENT TERMS

DELIVERY/INSTALLATION DATES ACCEPTANCE PERIOD MAINTENANCE PERIOD

WARRANTY PERIOD DURATION

Delivery Date:

TBD

Installation Date:

TBD

The period commencing on the Installation Date and continuing for the number of days specified:

120 days

Notwithstanding anything set forth elsewhere in this Agreement (or below), the Maintenance Period shall be twenty- four (24) hours per day, seven (7) days per week, including Bank of America holidays.

120 days

METHOD OF DELIVERY AND STATE WHERE SOFTWARE AND DOCUMENTATION ARE RECEIVED

The method of delivery and name of the State where Supplier shall deliver and Bank of America shall receive Software and Documentation:

TBD

TRAINING

Supplier shall provide the following training classes pursuant to this Agreement in connection with installation of the first copy of the Software.

Date:

INSTALLATION SUPPORT

In addition to the installation support provided pursuant to the Section entitled Ordering, Delivery and Installation, Supplier shall provide Bank of America the following installation services:

Installation Support will be handled in a separate agreement

NON-MAINTENANCE SERVICES SUPPORT

Support services shall be provided at the Time and Materials rates set forth in the Price List.

RELATIONSHIP MANAGERS

The following shall be the Relationship Managers for the parties: Bank of America: Cardlytics: Brian Woodward Jason Brooks Address: [***] [***] Proprietary to Bank of America Page A-4 vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018

SOURCE CODE INSTALLATION SITE

Bank of America shall maintain its copy of the Source Code on the terms of this Agreement at the following address: Address: TBD

INSTALLATION SITE

Address: TBD

INVOICE ADDRESS(ES)

Licenses:

N/A Maintenance:

N/A Proprietary to Bank of America Page A-5 vTIP2010

Source: CARDLYTICS, INC., S-1, 1/12/2018
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?
[A]: WARRANTY PERIOD DURATION

[Q]: Exhibit 10.13 TRANSPORTATION AGREEMENT BETWEEN ENERGY XXI GULF COAST, INC. AND ENERGY XXI USA, INC. DATED EFFECTIVE AS OF March 11, 2015

TRANSPORTATION AGREEMENT TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATION 1 ARTICLE 2 NOMINATIONS AND TRANSPORTATION 3 ARTICLE 3 RATES AND CHARGES 4 ARTICLE 4 QUALITY AND PRESSURE SPECIFICATIONS 5 ARTICLE 5 OFFSHORE PLATFORM FACILITIES AND OPERATING PROCEDURES 6 ARTICLE 6 GRAVITY BANK 8 ARTICLE 7 MEASUREMENT AND TESTING 9 ARTICLE 8 TERM 11 ARTICLE 9 TITLE AND CUSTODY 11 ARTICLE 10 BILLING AND PAYMENT 11 ARTICLE 11 REMEDIES 12 ARTICLE 12 FORCE MAJEURE 13 ARTICLE 13 INDEMNIFICATION 14 ARTICLE 14 NOTICES 14 ARTICLE 15 ASSIGNMENT 15 ARTICLE 16 MISCELLANEOUS 15

i

TRANSPORTATION AGREEMENT This Transportation Agreement (the Agreement), dated as of March 11, 2015 (the Effective Date), is by and between ENERGY XXI GULF COAST, INC., a Delaware corporation (Shipper), and ENERGY XXI USA, INC., a Delaware corporation (Transporter). Shipper and Transporter may be referred to herein individually as a Party or collectively as the Parties. WITNESSETH: WHEREAS, Shipper desires to contract with Transporter for transportation service on Transporter's Gathering System; WHEREAS, Transporter is willing to transport Shipper's Crude Petroleum on the Gathering System for the compensation and subject to the terms and conditions set forth below; NOW, THEREFORE, in consideration of the mutual agreements, covenants and conditions herein contained, Transporter and Shipper hereby agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions. In addition to terms defined elsewhere in this Agreement and in Annex I hereto, the following definitions shall apply hereunder: Agreement shall have the definition set forth in the preamble of this Agreement. A.P.I. shall mean the American Petroleum Institute. Barrel or Bbl shall mean forty-two (42) United States gallons at a temperature of sixty degrees (60) Fahrenheit. BS&W shall mean the basic sediment, water or other impurities found in a stream of Crude Petroleum. Claiming Party shall have the meaning set forth in the definition of Force Majeure below. Crude Petroleum shall mean the direct liquid products of oil wells, indirect petroleum products resulting either from distillate recovery equipment in gas and distillate fields, or a mixture of the direct product and indirect petroleum products. Delivery Point shall mean the point(s) of interconnection between the Gathering System and one or more oil pipelines downstream of the Gathering System where Transporter delivers Crude Petroleum to Shipper. The initial Delivery Point shall be located at Grand Isle.

1

Downstream Pipelines shall mean any pipeline or other receiving facility downstream of the Delivery Point. Effective Date shall have the definition set forth in the preamble of this Agreement. Force Majeure shall mean an event which is not within the reasonable control of the Party claiming suspension (the Claiming Party), and which by the exercise of due diligence the Claiming Party is unable to overcome in a commercially reasonable manner. Force Majeure includes, to the extent such event satisfies the requirements of the preceding sentence: acts of God; wars (declared or undeclared); insurrections; hostilities; strikes; lockouts; riots; floods; fires; storms; storm warnings; named or numbered tropical disturbances and evacuations associated with the threat of the same; industrial disturbances; acts of the public enemy; sabotage; blockades; epidemics; landslides; lightning; earthquakes; washouts; arrests and restraints of rulers and peoples; civil disturbances; explosions; breakage or accidents to machinery or lines of pipe; hydrate obstruction or blockages of any kind of lines of pipe; adverse operating conditions on Shipper's facilities, Transporter's facilities, or the facilities of Downstream Pipelines; repairs, improvements, replacements or alterations to plants, lines of pipe or related facilities; inability of either Party to obtain necessary machinery, drilling or workover rigs, materials, permits, easements or rights-of-way on reasonable terms; freezing of delivery facility; and other events beyond the reasonable control of Shipper that affect production levels; action or restraint by court order or public or governmental authority (so long as the Claiming Party has not applied for or assisted in the application for, and has opposed where and to the extent reasonable, such government action); provided, however, that none of the loss of Shipper's or its Affiliates' markets, Shipper's or its Affiliates' inability to obtain adequate capacity (other than for reasons of force majeure affecting a Downstream Pipeline), nor Shipper's or its Affiliates' inability economically to use or resell Crude Petroleum transported hereunder shall constitute an event of Force Majeure. A force majeure event that occurs respecting one or more Downstream Pipelines for which there are no reasonable alternatives for a Claiming Party to utilize in order to meet its duties and obligations under this Agreement, regardless of whether such Downstream Pipeline declared such force majeure event, shall constitute Force Majeure for purposes of this Agreement, subject to the requirement of the first sentence of this definition. The failure of a Claiming Party to settle or prevent a strike or other labor dispute with employees shall not be considered to be a matter within such Claiming Party's control. Gathering System shall mean Transporter's Grand Isle Gathering System. Month shall mean a period of time beginning at 7:00 a.m. Central Clock Time on the first day of a calendar month and ending at 7:00 a.m. Central Clock Time on the first day of the next succeeding calendar month. Psig shall mean pounds per square inch gauge. Receipt Point shall mean the point(s) of interconnection between the Gathering System and one or more oil pipelines or other interconnecting facilities located upstream of the Gathering System where Shipper delivers Crude Petroleum to Transporter. The initial Receipt Points are identified on Exhibit A.

2

Shipper shall have the definition set forth in the preamble of this Agreement. Transporter shall have the definition set forth in the preamble of this Agreement. 1.2 Other Terms. Other capitalized terms used in this Agreement and not defined in Section 1.1 above shall have the meanings ascribed to them throughout this Agreement. ARTICLE 2 NOMINATIONS, SCHEDULING AND TRANSPORTATION 2.1 Nomination. (a) Applications for the transportation of Crude Petroleum shall be submitted in writing on Transporter's prescribed nomination of shipment form. (b) Shipper desiring to nominate Crude Petroleum for transportation shall make such nomination to Carrier in writing on or before the twenty-fifth day of the month preceding the month during which the transportation under the nomination is to begin; except that, if space is available for current movement, a Shipper may nominate Crude Petroleum for transportation after the twenty-fifth day of the month preceding the month during which the transportation under the nomination is to begin. 2.2 Capacity Allocation. (a) When pursuant to nominations hereunder, there shall be offered to Transporter more Crude Petroleum than can be immediately gathered and/or transported, the gathering and/or transportation shall be apportioned among all Shippers by Transporter on a just and reasonable basis. 2.3 Transportation. (a) Subject to the provisions of this Agreement and all applicable Laws, Transporter shall accept and transport Shipper's Crude Petroleum and redeliver the quantity of Crude Petroleum received by Transporter, less applicable Losses as set forth in Section 7.3, at the Delivery Point. Transporter shall be under no obligation to deliver the identical Crude Petroleum received, and reserves the right to make delivery out of its common stock. 2.4 Transporter's Right to Shutdown Operations. (a) Transporter shall have absolute discretion and authority to partially or totally shutdown any and all operations and activities (and temporarily or permanently discontinue the services) contemplated hereunder at any time, if in Transporter's sole discretion, such shutdown is warranted to (i) ensure the safety of persons, property, or the environment; (ii) ensure the operational integrity of the Gathering System; or (iii) modify, inspect, maintain or repair the Gathering System. Transporter shall notify Shipper in writing in the event of any of the occurrences listed above. In such cases, Transporter shall not have any liability to Shipper for such shutdowns.

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(b) In the event interruption of service is required, Transporter's dispatcher will advise Shipper of an interruption as soon as practicable. (c) Nothing contained herein shall preclude Transporter from taking reasonable action(s) necessary to adjust receipts or deliveries hereunder in order to maintain the operational integrity of the Gathering System. 2.5 Line Fill and Tank Bottom Inventory. (a) Either prior to or after the acceptance of Crude Petroleum for transportation, Transporter will, upon reasonable notice, require Shipper to provide a pro rata part of the volume of Crude Petroleum necessary for pipeline fill, unavailable stocks below tank connections, and reasonable additional minimum quantities required for efficient operation or to safeguard Transporter's tankage during passage of a tropical storm or hurricane. Crude Petroleum provided by Shipper for this purpose may be withdrawn after reasonable written notice of Shipper's intention to discontinue shipment in the Gathering System. Transporter may require advance payment of final transportation charges and settlement of any unpaid accounts receivable before final delivery will be made. (b) In the event Shipper's inventory balance drops below its pro rata part of the volume of Crude Petroleum necessary for pipeline fill, unavailable stocks below tank connections, and reasonable additional minimum quantities required for the efficient operation of the system, then Transporter will require Shipper to provide the necessary volume to meet its pro rata part of such volume of Crude Petroleum. (c) In the event that Shipper maintains an inventory balance after Shipper ceases movements on the Gathering System or Shipper gives written notice of its intent to cease movements over the system and Shipper is unable to schedule appropriate shipments to clear the inactive inventory balance, Shipper will be required to settle the inactive inventory balance through Transporter. In the event no such Shipper notice is given, then Transporter may require either an adjustment in Shipper's inventory balance or settlement of Shipper's inventory balance at any time after Shipper has ceased making movements under this Agreement for a period of six months. Such settlement will be based upon the fair market value of the Crude Petroleum, as published by Platts, at the time Shipper provides written notice of termination of this Agreement or if no such written notice is given, then at such time as Transporter calls for the settlement of the Shipper's inventory balance. ARTICLE 3 RATES AND CHARGES 3.1 Transportation Charges. Crude Petroleum accepted for transportation by Transporter shall be subject to the transportation rates set forth on Exhibit A plus any other applicable charges specified in this Article 3.

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ARTICLE 4 QUALITY AND PRESSURE SPECIFICATIONS 4.1 Quality Specifications. Transporter reserves the right to reject any and all shipments of: (i) Crude Petroleum delivered by Shipper to Transporter whose gravity, viscosity, and/or other characteristics are such that it is not readily susceptible to transportation through the Transporter's existing facilities and it will damage the quality of other shipments or cause disadvantage to other shippers and/or the Transporter; (ii) Crude Petroleum containing water, sediment and other impurities totaling in excess of one per cent as determined by centrifugal test, or by such other tests as may be agreed upon by the Shipper and Transporter; or (iii) Crude Petroleum where Shipper has failed to comply with all applicable laws, rules, and regulations made by any governmental authorities regarding shipment of Crude Petroleum. 4.2 Contaminants. Transporter has the right, at its discretion, to reject crude oil containing contaminants. If Transporter determines that a Shipper has delivered to Transporter's facilities Crude Petroleum that has been contaminated by the existence of and or excess amounts of impure substances, including but not limited to chlorinated and/or oxygenated hydrocarbons, arsenic, lead and/or other metals which results in harm to other shippers, Downstream Pipelines, users of the contaminated Crude Petroleum or Transporter, such Shipper will be excluded from further entry into applicable segments of the pipeline system until such time as the quality of the Crude Petroleum is to the satisfaction of the Transporter. Transporter is not responsible for monitoring receipts or deliveries for contaminants. Further, Transporter reserves the right to dispose of any contaminated Crude Petroleum blocking its pipeline system. Disposal thereof may be made in any reasonable manner including but not limited to commercial sales, and any liability associated with the contamination or disposal of any Crude Petroleum shall be borne by the Shipper introducing the contaminated Crude Petroleum into Transporter's system. Shipper liability includes, but is not limited to, claims from other shippers, carriers, or users of the contaminated Crude Petroleum and the costs of any regulatory or judicial proceeding. 4.3 Periodic Samples. Transporter reserves the right to periodically sample and test the quality of the Crude Petroleum delivered by Shipper at any Receipt Point. Transporter shall be responsible for all costs attributable to such periodic sampling and testing. If at any time Shipper's Crude Petroleum triggers any of the rejection rights set forth in Section 4.1, Shipper shall pay for any tests performed thereafter to establish that such Crude Petroleum no longer triggers such provisions. 4.4 Pressure. The present maximum operating pressure at all reception points is 1440 psig. Shipper's injection pressure shall be maintained within this stated maximum limit and shall conform, as near as possible, to the hydraulic gradient. Transporter reserves the right to reduce the maximum operating pressure by written notice to Shipper. Shipper shall furnish, or cause the producer from which Crude Petroleum is purchased to furnish, install, calibrate, and maintain continuous pressure recording devices at or near injection points to monitor pipeline operating pressures. Copies of the recording charts taken from these recording devices shall be furnished to Transporter on a weekly basis by Shipper. Shipper shall also furnish Transporter copies of annual calibration certificates for recording devices. Transporter reserves the right to witness calibration of these devices, and Shipper shall notify Transporter at least 48 hours prior to the initiation of such calibration procedures. Circumstances may arise which in Transporter's judgment require the Gathering System, or any part thereof, be shut down. Following such shutdown periods, Shippers shall obtain authorization from Transporter prior to the resumption of injections.

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4.5 Excess Water, Sediment and Other Impurities. If during any monthly accounting period, the weighted average of the BS&W on all meter tickets covering Crude Petroleum delivered to Transporter by Shipper reflects a water, sediment and other impurities content which exceeds 1%, Shipper shall pay to Transporter a handling charge as specified in the table in Exhibit A on such excess water, sediment, and other impurities to cover the treating, separation and other aspects of handling such excess water, sediment and other impurities delivered to Transporter. This explicitly excludes disposal. Transporter shall accept excess water for handling only when Shipper has made the necessary arrangements for disposal of such excess water. Shipper may dispose of its excess water by method acceptable to Transporter such as barging or trucking subject to a mutually agreed upon schedule for excess water removal by Shipper from Transporter's Grand Isle tankage. As an alternative, Shipper may request Transporter to dispose of Shipper's excess water by use of Transporter's onshore disposal wells. The fees for disposal are set forth in Exhibit A. In any event, Shipper must contact Transporter in advance at 713-351-3000 to schedule means by which BS&W will be disposed. Where no meter tickets are available or meter tickets are in Transporter's opinion unreliable, water, sediment and other impurities in the system in excess of that reported on acceptable meter tickets will be allocated in a fair and equitable manner by Transporter. Notwithstanding the fact that Transporter levies a handling charge covering excess water, sediment and other impurities content in a Crude Petroleum stream, Transporter reserves the right to reject any nomination of products other than Crude Petroleum which satisfies all quality standards, requirements and conditions set forth herein. ARTICLE 5 OFFSHORE PLATFORM FACILITIES AND OPERATING PROCEDURES 5.1 Transporter or its authorized representative shall have access to the platform from which shipments are received for the purpose of examining and checking meters and other installations utilized in connection with the handling of Crude Petroleum injected into the pipeline. 5.2 Shipper, upon request by Transporter, shall install, maintain and operate, or make arrangements with platform owners to install, maintain, and operate equipment to inject corrosion inhibitors, biocides, scale inhibitors, paraffin chemicals, or other chemicals as specified by Transporter. 5.3 Shipper shall provide or arrange with platform operator to furnish, operate, and maintain such pumping equipment as is necessary to inject the Crude Petroleum nominated by Shipper for shipment or will cause same to be done. Pumping equipment shall be controlled and operated so that the hourly rate at which Crude Petroleum is injected during each month shall not exceed 120% of the average hourly volume nominated and accepted for shipment during the current calendar month. If piston pumps are used, surge absorbers shall be installed, upon reasonable request of Transporter, to minimize pulsation. Transporter reserves the right, upon written notification to all Shippers to further limit the variation of Shipper's injection rates, if in Transporter's judgment proration is imminent. Reasonable exceptions to variations of injection rates for Shippers with newly discovered, expended production, and unusual production difficulties will be allowed by Transporter.

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5.4 Physical and legal transfer of custody of Crude Petroleum to Transporter shall be at points where producer's or other delivering parties' lines are connected to Transporter's existing facilities, however, measurement of quantities received for the account of Shipper at such points shall be determined by measurement facilities installed on the production platforms where the Crude Petroleum is produced or to which it is moved for delivery into Transporter's existing facility. 5.5 The Transporter shall have the right to require uniform measurement and sampling equipment/procedures at all installations so that custody transfer measurements are made on a uniform basis. Transporter reserves the right to require Shipper to install or cause platform owners to install in accordance with applicable API and ASTM (American Society for Testing Materials) standards metering and meter proving equipment capable of continuous custody measurement, and devices for continuous proportional to-flow sampling of the Crude Petroleum. 5.6 If Crude Petroleum to be delivered to Transporter is produced at some distance from the Transporter's facilities and Transporter does not elect to provide a connection directly to the production platform where it is produced, Shipper may furnish, or cause to be furnished, free of cost to Transporter, the connecting pipeline required to deliver such Shipper's Crude Petroleum to the location designated by Transporter. If such location is on another producer's platform, all arrangement for installing the connecting pipeline or other required equipment or facilities on such platform shall be the sole responsibility of the Shipper. 5.7 At Transporter's request, Shipper will allow, or cause the platform owner(s) to allow, Transporter to place, operate, repair and maintain riser piping, scraper traps, valves, surveillance equipment, and any other equipment deemed by Transporter to be needed for the safe and efficient operation of the Gathering System. In the event Transporter should decide to transmit meter readings or other data from the platform from which Shipper's Crude Petroleum is run, Shipper will allow, or cause the platform owner(s) to allow, reasonable access to and use of communication facilities which may be available at the platform. 5.8 Where meter readings are available Transporter will prepare, as near as practicable to 7:00 a.m. on the first day of each month, a monthly pipeline run ticket for Shipper showing opening and closing meter readings and water, sediment, other impurities percentage on the basis of which Crude Petroleum and water, sediment, and other impurities volumes will be determined. If for any reason Transporter's representative fails to reach any receipt point on the first day of the month, Shipper's own representative, with prior authorization from Transporter, will obtain and make a record for Transporter's representative of the closing meter reading and will withdraw the sample material from the sampling equipment. The sample material thus withdrawn will be sealed in a special container and retained by Shipper's representative for Transporter's representative who will, during his next trip to that receipt point, determine the water, sediment, and other impurities percentage of the sample material in the special container and prepare the monthly pipeline run ticket. Where no meter readings are available, Crude Petroleum including water, sediment and other impurities will be determined by Transporter from the best available data.

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5.9 It is recognized that from time to time producers inject acid into well formations containing Crude Petroleum in an attempt to stimulate production and fluids subsequently produced from such wells may contain unspent acid which must be neutralized to a pH of 4.5 or greater before the fluids (with which acid is produced) are delivered to Transporter. If such total fluids (Crude Petroleum plus unspent acid) is not so neutralized, the Gathering System may have to be shut down which in turn will require all connected producers to shut in their wells. To assist Transporter to anticipate the need and to prepare for possible corrective actions which may be required to void or minimize operating difficulties caused by any unneutralized acid, Shippers shall furnish, or cause the producer from which Crude Petroleum is purchased to furnish to Transporter, the following information at least 24 hours in advance of start of production from any well which has been acidized: (i) estimated time of first production from acidized well; (ii) estimated time that first production from acidized well, which has been neutralized to a pH equal to or greater than 4.5, will be injected into the Gathering System; and (iii) estimated time that produced fluids from previously acidized wells, which has been neutralized to a pH equal to or greater than 4.5, will be free of neutralized acids. Shipper shall assume full responsibility for and reimburse Transporter for all extra costs and expenses incurred by Transporter as the result of any unspent and/or unneutralized acids being present in the Crude Petroleum delivered to Transporter by Shipper. Shipper will be billed for all such extra costs and expenses for shutting down, purging of such unspent acids, and subsequent resuming operation of the Transporter's Gathering System. Transporter shall not be liable to any Shipper for any damage sustained by Shipper(s) as the result of unspent and/or unneutralized acids being received from other Shipper(s). 5.10 In the event that Shipper does not operate the wells from which the Crude Petroleum nominated for shipment is produced or does not operate the treating, measurement, or pumping equipment through which such Crude Petroleum is handled prior to its delivery to Transporter, then Shipper shall designate the party or parties responsible for the operation of such facilities and shall authorize and direct such party or parties to (1) comply with all provisions of this Agreement related to their operations and (2) furnish to Transporter such reasonably requested operational, technical, administrative, and analytical data as Transporter deems necessary to account for volumes being delivered to Transporter and assure safe, lawful, and efficient operations. ARTICLE 6 GRAVITY BANK 6.1 To assure that no shipper will be materially damaged or allowed to benefit by changes in gravity due to the intermixing of petroleum in the Gathering System, Shipper will be required, as a condition of tendering, to participate in a Gravity Bank. The table of gravity differential values per barrel as attached hereto as Exhibit B is incorporated herein and made a part of this Agreement.

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6.2 Transporter shall administer the Gravity Bank providing adjustments for the value of crudes with different qualities in the manner specified below for both receipt and delivery volumes. Applicable barrels and gravities shall be the net barrels at 60 degrees Fahrenheit (with no deduction for Loss allowance) and the gravities recorded by the Operator at points where it customarily records gravities and quantities. The weighted average gravity differential value per barrel (for two or more gravities of petroleum), as hereinafter referred to, shall be obtained in the following manner: multiply the gravity differential values per barrel (from the attached table as same is from time to time revised) by the number of barrels to which such gravity differential values are applicable and then divide the total of the resultant gravity differential values in dollars and cents by the total of the applicable barrels. 6.3 Adjustments between shippers shall be computed as follows: (i) compute the weighted average gravity differential value per barrel of the barrels received from by each shipper and (ii) compute the weighted average gravity differential value per barrel of the composite common stream for receipts. 6.4 Calculation: (a) If the weighted average gravity differential value per barrel of a shipper as so determined under Section 6.3(i) above shall be greater than the weighted average gravity differential value per barrel of the aforementioned common stream petroleum as determined under Section 6.3(ii), the difference in cents per barrel shall be calculated and shipper shall be credited (receives) an amount calculated by multiplying said difference in gravity differential value per barrel by the applicable barrels. (b) If the weighted average gravity differential value per barrel of a shipper is less than the weighted average gravity differential value per barrel of the aforementioned common stream petroleum, the difference shall be calculated as above outlined and a shipper debited for such difference. (c) A sample calculation is attached as Exhibit C. 6.5 These calculations shall be made for each calendar month and the algebraic sum of the adjustments for the system shall be zero +/- One Dollar. If a shipper shall have a net debit balance in combining the two adjustments made above, the balance shall be remitted to the clearinghouse within fifteen (15) days from receipt of statement of such debit. If Shipper shall have a credit, the clearinghouse shall remit the amount thereof after receipt by the clearinghouse of the sums from those shippers having debits as calculated above. ARTICLE 7 MEASUREMENT AND TESTING 7.1 Crude Petroleum tendered to Transporter for transportation shall be measured and tested by a representative of Transporter prior to its receipt from Shipper. Shipper shall have the privilege of being present or represented at the measurement and testing. Quantities shall be measured by meters and calculated in accordance with applicable A.P.I. Manual of Petroleum Measurement Standards. All shipments of required specifications will be received and delivered as net standard volume, as the total volume excluding water, sediment and other impurities, corrected by the appropriate volume correction factor for the observed temperature and A.P.I. gravity, relative density, or density to a standard temperature of 60 degrees Fahrenheit and also corrected by the applicable pressure correction factor and meter factor. Where measurement and testing of shipments to determine water, sediment, and other impurities content is not performed, the Transporter shall determine the water, sediment, and other impurities content of shipments based on the best available data. Due to the complexity of the allocations of the non-metered receipt locations, any prior period volume adjustment of 500 barrels or less will be corrected by including the corrected prior Months' (positive or negative) volume in the current month allocation process. Any shipper request for volume or quality adjustments prior to the most previous twenty-four (24) Month time frame will not be considered.

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7.2 Evidence of Receipts and Deliveries. Transporter shall account to Shipper for Crude Petroleum received and delivered. Crude Petroleum received from Shipper and Crude Petroleum delivered to Shipper shall, in each instance, be evidenced by tickets, showing opening and closing tank gauges or meter readings, as applicable, temperature, basic sediment and water, and any other data essential to the determination of quantity. Such tickets shall be jointly signed by representatives of Transporter and Shipper, and shall constitute full receipt for (a) the Crude Petroleum received and (b) the Crude Petroleum delivered. Where meter tickets are not available or in Transporter's opinion are unreliable, Transporter shall use the best available data to determine the quantity of Crude Petroleum received and delivered. For receipt locations where custody transfer measurement is by Lease Automatic Custody Transfer (LACT) unit or by allocation process, a deduction of twenty-five hundredths of one percent (0.25%) will be made to cover evaporation, interface losses and normal losses during transportation. 7.3 Losses. (a) All shipments of Crude Petroleum of 50 degrees A.P.I. gravity or above shall be subject to a deduction to cover the shrinkage resulting from the mixture thereof, in the facilities of Transporter, with Crude Petroleum of A.P.I. gravity of 49.9 degrees or less according to the following table: A.P.I. Gravity (Degrees) Deduction 50 through 59.9 1% 60 through 74.9 2% 75 through 84.9 3% 85 through 94.9 4% 95 through 104.9 5% 105 through 120.9 6% (b) The quantity of Crude Petroleum deliverable shall be the net standard volume less shrinkage, evaporation, or any other losses in transit or due to leaks or pipeline breaks. All such shrinkage, evaporation, and gains or losses shall be assigned by Transporter to Shipper on a just and reasonable basis.

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ARTICLE 8 TERM 8.1 Term. Subject to the other provisions of this Agreement, the term of this Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon thirty (30) days' prior written notice. 8.2 Remedies Cumulative. Each Party shall have any and all remedies available to it under this Agreement, at law, or in equity for any breach by the other Party of the other Party's obligations under this Agreement. All such remedies are cumulative, not exclusive, and such Party may exercise any or all of such remedies in addition to or as an alternative to termination of the Term. No election of remedies shall be required or implied as the result of a Party's decision to avail itself of a remedy hereunder. ARTICLE 9 TITLE AND CUSTODY 9.1 Title. A nomination of Crude Petroleum shall be deemed a warranty of title to such Crude Petroleum by Shipper, or a warranty of the good right to deliver such Crude Petroleum for transportation hereunder. Transporter may, in the absence of adequate security, decline to receive any Crude Petroleum which is in litigation, or as to which a dispute over title may exist, or which is encumbered by any lien. By nominating Crude Petroleum, Shipper also agrees to be responsible for any and all losses resulting from disputes, encumbrances, or failure of title thereto. Neither acceptance for transportation, nor redelivery by Transporter at the Delivery Point shall be deemed a representation by Transporter as to title. 9.2 Custody. As among the Parties, Shipper shall be in custody, control and possession of the Crude Petroleum affected by this Agreement at all times prior to delivery to Transporter at the Receipt Point and after redelivery by Transporter at the Delivery Point and Transporter shall have custody and control of the Crude Petroleum affected by this Agreement at all times after delivery by Shipper at the Receipt Point and prior to redelivery by Transporter at the Delivery Point. ARTICLE 10 BILLING AND PAYMENT 10.1 Payment. All payments are due within 10 days of receipt of the invoice by ACH or wire transfer, unless the Transporter determines in a manner not unreasonably discriminatory that the financial condition of Shipper or Shipper's guarantor (if any) is or has become impaired or unsatisfactory or Transporter determines in a manner not unreasonably discriminatory it necessary to do so, in which case the payment due date shall be that specified in a written notice to the Shipper. Notwithstanding the foregoing, Shipper may withhold payment of amounts it disputes in good faith, provided that if any such amount is later determined to have been due Transporter Section 10.2 below shall apply to such amount.

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10.2 Past-Due Interest. If any charge remains unpaid after the due date specified in Transporter's invoice, then such amount due may bear interest from the day after the due date until paid, calculated at an annual rate equivalent to the lesser of (1) 125% of the prime rate of interest, as of the date of Transporter's invoice, charged by the Citibank N.A. of New York, New York, for ninety (90) day loans made to substantial and responsible commercial borrowers or (2) the maximum rate allowed by law. In addition Shipper shall pay all documented costs incurred by Transporter to collect any unpaid amounts. 10.3 Setoff. In the event Shipper fails to pay any such undisputed charges when due, Transporter shall have the right to setoff such amounts owed and future amounts owed against those amounts Transporter owes Shipper. 10.4 In the event Transporter determines in a manner not unreasonably discriminatory that the financial condition of Shipper or Shipper's guarantor (if any) is or has become impaired or unsatisfactory or Transporter determines in a manner not unreasonably discriminatory it is necessary to obtain security from Shipper, Transporter, upon notice to Shipper, may require any of the following prior to Transporter's delivery of Shipper's Crude Petroleum in Transporter's possession or prior to Transporter's acceptance of Shipper's Crude Petroleum: (1) prepayment of all charges, (2) a letter of credit at Shipper's expense in favor of Transporter in an amount sufficient to ensure payment of all such charges and, in a form, and from an institution acceptable to Transporter, or (3) a guaranty in an amount sufficient to ensure payment of all such charges and in a form and from a third party acceptable to Transporter. In the event, Shipper fails to comply with any such requirement on or before the date supplied in Transporter's notice to Shipper, Transporter shall not be obligated to provide Shipper access to Transporter's facilities or provide services pursuant to this Agreement until such requirement is fully met. ARTICLE 11 REMEDIES 11.1 Lien/Auction. (a) Transporter shall have a lien on all Crude Petroleum delivered to Transporter to secure the payment of any and all transportation, or any other charges that are owed Transporter. Such lien shall survive delivery of Crude Petroleum to Shipper. Such lien shall extend to all Crude Petroleum in Transporter's possession beginning with Shipper's first receipt of transportation or other services from Transporter. The lien provided herein shall be in addition to any lien or security interest provided by statute or applicable law. Transporter may withhold delivery to Shipper of any of Shipper's Crude Petroleum in its possession and exercise any other rights and remedies granted under this Agreement or existing under applicable law until all such charges have been paid as provided above. (b) If Shipper fails to pay the undisputed portion of an invoice by the due date, in addition to any other remedies under this Agreement or under applicable law, Transporter shall have the right, either directly or through an agent, to sell at a private sale any and all Crude Petroleum of such Shipper in its custody at fair market value at the time of sale. The proceeds of any sale shall be applied to the following order: (i) to the reasonable expenses of holding, preparing for sale, selling, and to the extent allowed by law, reasonable attorney's fees and legal expenses incurred by Transporter; and (ii) to the satisfaction of the Shipper's indebtedness including interest herein provided from the date of payment is due. The balance of the proceeds of the sale remaining, if any, shall be paid to Shipper or, if there is a dispute or claim as to entitlement, held for whoever may be lawfully entitled thereto.

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11.2 Suspension of Performance. In the event Shipper fails to pay charges when due, Transporter shall not be obligated to provide Shipper access to Transporter's facilities or provide services pursuant to this Agreement until such time as payment is received by Transporter. 11.3 Legality of Shipments. Transporter reserves the right to reject any and all Crude Petroleum nominated for shipment when Shipper fails or is unwilling or unable to comply with all applicable Laws, or fails to reasonably demonstrate to Transporter that the shipment would be in conformance with the provisions of this Agreement. 11.4 Claims. As a condition precedent to recovery for losses or delay to shipments, claims must be filed in writing with Transporter within one year and one day after delivery of the Crude Petroleum, or, in case of failure to make delivery, then within one year and one day after a reasonable time for delivery has elapsed; and suits arising out of such claims shall be instituted against the Transporter only within two years and one day from the date of delivery, or within two years and one day after a reasonable time for delivery has elapsed. Where claims are not filed or suits are not instituted thereon in accordance with the foregoing provisions, Transporter shall not be liable and such claims will not be paid. ARTICLE 12 FORCE MAJEURE 12.1 Force Majeure. If either Transporter or Shipper is rendered unable by an event of Force Majeure to carry out, in whole or part, its obligations hereunder and such Party gives notice and full details of the event to the other Party as soon as practicable after the occurrence of the event, then, pending such Force Majeure, but only during that period, the obligations of the Party affected by the event (other than the obligation to make payments then due or becoming due with respect to performance prior to the event) shall be canceled or suspended, as applicable, to the extent required; provided, however, that notwithstanding anything in the foregoing to the contrary, Shipper's obligation to pay the transportation charge set forth in Section 3.1 shall not be reduced, suspended or otherwise excused in any manner as the result of Force Majeure, regardless of which Party is affected. The Party affected by the Force Majeure shall use commercially reasonable efforts to remedy the Force Majeure condition with all reasonable dispatch, shall give written notice to the other Party of the termination of the Force Majeure, and shall resume performance of any suspended obligation promptly after termination of such Force Majeure; provided, that notwithstanding anything in the foregoing to the contrary, a Party may elect, in its sole discretion, whether or not to repair or replace its facilities following catastrophic destruction of all or substantially all of such facilities.

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ARTICLE 13 INDEMNIFICATION 13.1 Shipper shall release, indemnify, defend, and hold harmless Transporter and its affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Shipper, (ii) any breach of this agreement by Shipper, except to the extent attributable to the negligence, willful misconduct or fault of Transporter, and (iii) operations or activities upstream or downstream of the Gathering System, except to the extent attributable to the negligence, willful misconduct or fault of Transporter. 13.2 Transporter shall release, indemnify, defend, and hold harmless Shipper and its Affiliates, directors, officers, employees, agents, consultants, representatives, and invitees from and against all claims and losses arising out of or relating to (i) the operations of Transporter and (ii) any breach of this agreement by Transporter, except to the extent attributable to the negligence, willful misconduct or fault of Shipper. ARTICLE 14 NOTICES 14.1 Notices. Unless otherwise provided herein, any notice, request, invoice, statement, or demand which either Party desires to serve upon the other regarding this Agreement shall be made in writing and shall be considered as delivered (i) when hand delivered, (ii) when delivery is confirmed by pre-paid delivery service (such as FedEx, UPS, DHL or a similar delivery service), (iii) if mailed by United States certified mail, postage prepaid, three (3) Business Days after mailing, (iv) if sent by facsimile transmission, when receipt is confirmed by the equipment of the transmitting Party, or (v) when sent, if sent by Email. Any notice shall be given to the other Party at the following address, or to such other address as either Party shall designate by written notice to the other: ENERGY XXI USA, INC. Attn: Phone: Fax: Email address: ENERGY XXI GULF COAST, INC. Attn: Phone: Fax: Email address:

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ARTICLE 15 ASSIGNMENT 15.1 Assignment. (a) Shipper shall have the right to assign, or transfer all, but not less than all, of its rights and obligations under this Agreement with the prior written consent of Transporter, which consent may be withheld in Transporter's sole discretion. (b) No assignment or transfer of this Agreement shall be effective as to Transporter unless and until Transporter has been provided written notice thereof. 15.2 Encumbrance. (a) Shipper shall not pledge, encumber or grant any security interest with respect to any portion of its interests or rights under this Agreement. (b) Transporter shall have the right to pledge, encumber or otherwise grant security interests in its interests or rights under this Agreement. 15.3 Nothing herein shall prevent or prohibit Shipper, without consent of Transporter, from engaging and using contractors and subcontractors to perform services, for the benefit of Shipper, in connection with the performance by Shipper of its obligations under this Agreement. ARTICLE 16 MISCELLANEOUS 16.1 Applicable Laws. This Agreement is subject to, and the Parties shall comply with, all valid present and future laws, regulations, rules and orders of Governmental Authorities now or hereafter having jurisdiction over the Parties, this Agreement, or the Services performed or the facilities utilized under this Agreement. 16.2 Authorizations. The Parties hereto represent that they have all requisite corporate and/or company authorizations necessary or proper to consummate this Agreement. 16.3 Entirety. This Agreement constitutes the entirety of the understanding between the Parties with respect to the subject matter dealt with herein, and replaces and supersedes all prior agreements, conditions, understandings, representations and warranties made between the Parties with respect to the subject matter hereof, whether written or oral. It is further agreed that no amendment, modification or change herein shall be enforceable, except as specifically provided for in this Agreement, unless reduced to writing and executed by both Parties. 16.4 Governing Law; Jurisdiction; Jury Waiver. (a) The validity, construction and performance of this Agreement shall be governed by the laws of the State of Texas, not including any of its conflicts of law rules that would direct or refer to the laws of another jurisdiction. The Parties have allocated liability risk pursuant to this Agreement and therefore intend that no anti-indemnity law, rule or regulation apply hereto.

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(b) The Parties agree that the appropriate, exclusive and convenient forum for any disputes between the Parties arising out of this Agreement or the transactions contemplated hereby shall be in any state or federal court in Harris County, Texas, and each of the Parties irrevocably submits to the jurisdiction of such courts solely in respect of any proceeding arising out of or related to this Agreement. The Parties further agree that the Parties shall not bring suit with respect to any disputes arising out of this Agreement or the transactions contemplated hereby in any court or jurisdiction other than the above specified courts. (c) EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE ARISING FROM OR UNDER THIS AGREEMENT. 16.5 Non-Waiver. No waiver by either Party hereto of any one or more defaults by the other in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement, shall not be deemed a waiver of such rights. Failure of either Party to enforce any provision of this Agreement or to require performance by the other Party of any of the provisions hereof shall not be construed to affect the validity of this Agreement or any part thereof, or the right of either Party thereafter to enforce each and every provision hereof. 16.6 Severability. If any term or other provision or portion of a provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect. 16.7 Amendments. This Agreement shall not be altered or amended, except by an agreement in writing executed by all parties to this Agreement in accordance with the limited partnership agreement of Transporter. 16.8 Confidentiality. (a) Confidentiality. Except as otherwise provided in this Section 16.8, each Party agrees that it shall maintain all terms and conditions of this Agreement, and all information disclosed to it by the other Party or obtained by it in the performance of this Agreement and relating to the other Party's business (including all data relating to the production of Shipper, including well data, production volumes, volumes gathered, transported, or compressed, and quality) (collectively, Confidential Information) as confidential, and that it shall not cause or permit disclosure of this Agreement or its existence or any provisions contained herein without the express written consent of the other Party.

16

(b) Permitted Disclosures. Notwithstanding Section 16.8(a), disclosures of any Confidential Information may be made by either Party (i) to the extent necessary for such Party to enforce its rights hereunder against the other Party; (ii) to the extent to which a Party is required to disclose all or part of this Agreement by a statute or by the order or rule of a Governmental Authority exercising jurisdiction over the subject matter hereof, by order, by regulations, or by other compulsory process (including deposition, subpoena, interrogatory, or request for production of documents in any administrative, judicial, or legislative proceedings); (iii) to the extent required by the applicable regulations of a securities or commodities exchange; (iv) to a third person in connection with a proposed sale or other transfer of all or any portion of a Party's assets and properties related to the subject matter of this Agreement, provided that such third person agrees in writing to be bound by the terms of this Section 16.8; (v) to its own directors, officers, employees, agents and representatives; (vi) to an Affiliate; (vii) to financial advisors, attorneys, and banks, provided that such Persons are subject to a confidentiality undertaking consistent with this Section 16.8(b); or (ix) any information which, through no fault of a Party, becomes a part of the public domain. (c) Notification. If either Party is or becomes aware of a fact, obligation, or circumstance that has resulted or may result in a disclosure of any of the terms and conditions of this Agreement authorized by Section 16.8(b)(ii) or (iii), it shall so notify in writing the other Party promptly and shall provide documentation or an explanation of such disclosure as soon as it is available. (d) Party Responsibility. Each Party shall be deemed solely responsible and liable for the actions of its directors, officers, employees, agents, representatives and Affiliates for maintaining the confidentiality commitments of this Section 16.8 (e) The provisions of this Section 16.8 shall survive any termination of this Agreement for a period of one (1) year.

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16.9 Representations. Each Party declares, warrants, and represents on behalf of itself (i) that it has contributed to the drafting of this Agreement or has had it reviewed by legal counsel before executing it, (ii) that this Agreement has been purposefully drawn and correctly reflects such Party's understanding of the transaction that it contemplates as of the Effective Date hereof, (iii) that this Agreement has been validly executed and delivered; (iv) that this Agreement has been duly authorized by all action necessary for the authorization thereof, and (v) this Agreement constitutes a binding and enforceable obligation of the Party, enforceable in accordance with its terms. 16.10 Counterparts. This Agreement may be executed in any number of counterparts and if so signed in counterparts, all counterparts taken together shall have the same effect as if all parties had signed the same instrument. 16.11 No Partnership. This Agreement shall not constitute a partnership or joint venture between Transporter and Shipper. Transporter shall carry out its operations with respect to the Gathering System as an independent contractor and shall not (except as expressly set forth in this Agreement) be subject to the control of Shipper in doing so. 16.12 No Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of the Parties hereto. Except as expressly provided herein to the contrary, nothing herein is intended to benefit any other Person not a Party hereto, and no such Person shall have any legal or equitable right, remedy or claim under this Agreement. 16.13 Exhibits. All exhibits and the like contained in or attached to the Agreement are integrally related to this Agreement and are hereby made a part of the Agreement for all purposes. To the extent of any ambiguity, inconsistency or conflict between the body of this Agreement and any of the exhibits and the like attached to the Agreement, the terms of the body of the Agreement shall prevail. 16.14 Further Assurances. Each Party shall take such acts and execute and deliver such documents as may be reasonably required to effectuate the purposes of this Agreement. 16.15 Limitation of Liability. EXCEPT WITH REGARD TO OBLIGATIONS TO INDEMNIFY A PARTY FOR CLAIMS MADE BY THIRD PARTIES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) PURSUANT TO THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OR LOSSES OR ANY PUNITIVE, EXEMPLARY, TREBLE, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS HEREUNDER, EVEN IF SUCH DAMAGES OR LOSSES ARE CAUSED BY THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF THE PARTY WHOSE LIABILITY IS BEING WAIVED HEREBY. [Next page is signature page]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Execution Date. ENERGY XXI USA, INC. ENERGY XXI GULF COAST, INC. By: /S/ ANTONIO DE PINHO By: /S/ RICK FOX Name: ANTONIO DE PINHO Name: RICK FOX Title: PRESIDENT Title: CFO

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EXHIBIT A TABLE OF RATES FROM ESTABLISHED RECEPTION POINTS TO GRAND ISLE (JEFFERSON PARISH), LOUISIANA

From Rate in Cents Per Barrel of 42 United States Gallons

Reception Points Offshore Louisiana Crude Petroleum Transportation

Excess Water, Sediment, and Other Impurities Handling Block 22, Grand Isle 16 38.58 29.76 Block 30, Grand Isle 33 57.91 29.76 Block 73, West Delta 73 122.78 29.76 Block 90, West Delta 90 122.78 29.76 Block 62, West Delta 62 152.28 60.88 Block 54, South Timbalier 54 166.65 60.88 Block 30, West Delta 30 172.71 60.88 Block 32, West Delta 30 172.71 60.88 Block 45, West Delta 45 172.68 60.88 Block 93, South Pass 89 177.11 60.88 Block 152, Mississippi Canyon 268 242.01 &bbsp; 60.88 Block 311, Mississippi Canyon 311 242.01 60.88 Block 397, Mississippi Canyon 397 282.87 60.88 Block 280, Mississippi Canyon 281 291.11 60.88 Disposal Fee: _______________________

A-1

EXHIBIT B ADJUSTMENT AUTHORIZATION TABLES OF DIFFERENTIALS FOR USE IN DETERMINING ADJUSTMENTS FOR DIFFERENCE IN GRAVITY OF CRUDE PETROLEUM API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL 20 2.75 24.9 3.485 29.8 4.22 34.7 4.955 39.6 5.08 44.5 5.1 20.1 2.765 25 3.5 29.9 4.235 34.8 4.97 39.7 5.08 44.6 5.1 20.2 2.78 25.1 3.515 30 4.25 34.9 4.985 39.8 5.08 44.7 5.1 20.3 2.795 25.2 3.53 30.1 4.265 35 5 39.9 5.08 44.8 5.1 20.4 2.81 25.3 3.545 30.2 4.28 35.1 5 40 5.1 44.9 5.1 20.5 2.825 25.4 3.56 30.3 4.295 35.2 5 40.1 5.1 45 5.1 20.6 2.84 25.5 3.575 30.4 4.31 35.3 5 40.2 5.1 45.1 5.085 20.7 2.855 25.6 3.59 30.5 4.325 35.4 5 40.3 5.1 45.2 5.07 20.8 2.87 25.7 3.605 30.6 4.34 35.5 5 40.4 5.1 45.3 5.055 20.9 2.885 25.8 3.62 30.7 4.355 35.6 5 40.5 5.1 45.4 5.04 21 2.9 25.9 3.635 30.8 4.37 35.7 5 40.6 5.1 45.5 5.025 21.1 2.915 26 3.65 30.9 4.385 35.8 5 40.7 5.1 45.6 5.01 21.2 2.93 26.1 3.665 31 4.4 35.9 5 40.8 5.1 45.7 4.995 21.3 2.945 26.2 3.68 31.1 4.415 36 5.02 40.9 5.1 45.8 4.98 21.4 2.96 26.3 3.695 31.2 4.43 36.1 5.02 41 5.1 45.9 4.965 21.5 2.975 26.4 3.71 31.3 4.445 36.2 5.02 41.1 5.1 46 4.95 21.6 2.99 26.5 3.725 31.4 4.46 36.3 5.02 41.2 5.1 46.1 4.935 21.7 3.005 26.6 3.74 31.5 4.475 36.4 5.02 41.3 5.1 46.2 4.92 21.8 3.02 26.7 3.755 31.6 4.49 36.5 5.02 41.4 5.1 46.3 4.905 21.9 3.035 26.8 3.77 31.7 4.505 36.6 5.02 41.5 5.1 46.4 4.89 22 3.05 26.9 3.785 31.8 4.52 36.7 5.02 41.6 5.1 46.5 4.875 22.1 3.065 27 3.8 31.9 4.535 36.8 5.02 41.7 5.1 46.6 4.86 22.2 3.08 27.1 3.815 32 4.55 36.9 5.02 41.8 5.1 46.7 4.845 22.3 3.095 27.2 3.83 32.1 4.565 37 5.04 41.9 5.1 46.8 4.83 22.4 3.11 27.3 3.845 32.2 4.58 37.1 5.04 42 5.1 46.9 4.815 22.5 3.125 27.4 3.86 32.3 4.595 37.2 5.04 42.1 5.1 47 4.8 22.6 3.14 27.5 3.875 32.4 4.61 37.3 5.04 42.2 5.1 47.1 4.785 22.7 3.155 27.6 3.89 32.5 4.625 37.4 5.04 42.3 5.1 47.2 4.77 22.8 3.17 27.7 3.905 32.6 4.64 37.5 5.04 42.4 5.1 47.3 4.755 22.9 3.185 27.8 3.92 32.7 4.655 37.6 5.04 42.5 5.1 47.4 4.74 23 3.2 27.9 3.935 32.8 4.67 37.7 5.04 42.6 5.1 47.5 4.725 23.1 3.215 28 3.95 32.9 4.685 37.8 5.04 42.7 5.1 47.6 4.71 23.2 3.23 28.1 3.965 33 4.7 37.9 5.04 42.8 5.1 47.7 4.695 23.3 3.245 28.2 3.98 33.1 4.715 38 5.06 42.9 5.1 47.8 4.68 23.4 3.26 28.3 3.995 332 4.73 38.1 5.06 43 5.1 47.9 4.665 23.5 3.275 28.4 4.01 33.3 4.745 38.2 5.06 43.1 5.1 48 4.65 23.6 3.29 28.5 4.025 33.4 4.76 38.3 5.06 43.2 5.1 48.1 4.635 23.7 3.305 28.6 4.04 33.5 4.775 38.4 5.06 43.3 5.1 48.2 4.62 23.8 3.32 28.7 4.055 33.6 4.79 38.5 5.06 43.4 5.1 48.3 4.605 23.9 3.335 28.8 4.07 33.7 4.805 38.6 5.06 43.5 5.1 48.4 4.59 24 3.35 28.9 4.085 33.8 4.82 38.7 5.06 43.6 5.1 48.5 4.575

B-1

API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL API GRAV DIFF/BBL

24.1 3.365 29 4.1 33.9 4.835 38.8 5.06 43.7 5.1 48.6 4.56 24.2 3.38 29.1 4.115 34 4.85 38.9 5.06 43.8 5.1 48.7 4.545 24.3 3.395 29.2 4.13 34.1 4.865 39 5.08 43.9 5.1 48.8 4.53 24.4 3.41 29.3 4.145 34.2 4.88 39.1 5.08 44 5.1 48.9 4.515 24.5 3.425 29.4 4.16 34.3 4.895 39.2 5.08 44.1 5.1 49 4.5 24.6 3.44 29.5 4.175 34.4 4.91 39.3 5.08 44.2 5.1 49.1 4.485 24.7 3.455 29.6 4.19 34.5 4.925 39.4 5.08 44.3 5.1 49.2 4.47 24.8 3.47 29.7 4.205 34.6 4.94 39.5 5.08 44.4 5.1 49.3 4.455

B-2

EXHIBIT C SAMPLE QUALITY BANK CALCULATION GRAND ISLE GATHERING SYSTEM COMMON STREAM HLS CRUDE Receipt Bank

SHIPPER BBLS REC'D API GRAV FROM EXH. A GRAV DIFF BBLS REC'D X GRAV DIFF A 100.00 29.8 4.220 422.00 B 150.00 38.6 5.060 759.00 C 100.00 36.4 5.020 502.00 C 200.00 46.2 4.920 984.00 TOTAL 550.00 2667.00 Common stream weighted average GRAVITY value: 2667.00/550.0 = 4.84909091 Shipper A: Weighted average GRAVITY value: 422.00/100 = 4.220 Calculation: (4.84909091 - 4.220) x 100 = $ 62.909 Total Shipper A pays the bank: $ 62.91 Shipper B: Weighted average GRAVITY value: 759.00/150 = 5.060 Calculation: (4.84909091 - 5.060) x 150 = ($ 31.636) Total Shipper B pays the bank: ($ 31.64) Shipper C: Weighted average GRAVITY value: 1486.00/300 = 4.953 Calculation: (4.84909091 - 4.953) x 300 = ($ 31.273) Total Shipper B pays the bank: $ (31.27) NET $ 0.00

C-1
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[A]:
EXCEPT WITH REGARD TO OBLIGATIONS TO INDEMNIFY A PARTY FOR CLAIMS MADE BY THIRD PARTIES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY (OR ITS AFFILIATES) PURSUANT TO THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OR LOSSES OR ANY PUNITIVE, EXEMPLARY, TREBLE, OR SIMILAR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS HEREUNDER, EVEN IF SUCH DAMAGES OR LOSSES ARE CAUSED BY THE SOLE, JOINT, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF THE PARTY WHOSE LIABILITY IS BEING WAIVED HEREBY.