Exhibit 10.13
ASSUMPTION AND INDEMNITY
AGREEMENT
This Assumption and Indemnity
Agreement (“Agreement”) is being entered into as of
September 15, 2005, by and between The Exploitation Company, LLP
(“Assignor”) and Energy XXI Acquisition Corporation
(Bermuda ) Limited, a Bermuda corporation (“Energy
XXI”). Assignor and Energy XXI are referred to collectively
in this Assumption Agreement as the
“Parties”.
RECITALS
WHEREAS, Energy XXI is seeking to
arrange a placement of shares.
WHEREAS, to facilitate such
placement, Assignor has incurred certain costs and executed certain
contracts to enable the execution of such placement of shares which
are identified on Schedule 1.
WHEREAS, Energy XXI has agreed to
assume certain liabilities of Assignor, and has agreed to reimburse
Assignor certain amounts advanced by Assignor on behalf of Energy
XXI.
WHEREAS, Energy XXI has agreed to
repay such amounts, from the proceeds of such placement of
shares.
WHEREAS, Energy XXI has agreed to
indemnify and hold Assignor harmless with respect to those
liabilities assumed by Energy XXI pursuant to this Agreement,
whether or not the other party or parties (the “Other
Parties”) to such obligations agrees to the assignment of
such obligations to Energy XXI.
AGREEMENT
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby act and agree as
follows:
1. Assignment and Assumption
.
(a) Assignor hereby assigns to
Energy XXI all of its existing and future rights, title and
interest of every nature in, to and under those specific leases,
contracts, agreements and documented obligations listed on Schedule
1 to this Agreement (the “Assigned Agreements,”) and
Energy XXI accepts and assumes the Assigned Agreements, and hereby
assumes, undertakes, and agrees to pay, perform, fulfill and
discharge, from and after the date hereof the obligations of every
nature of the Assignor under the Assigned Agreements (the
“Assigned Obligations”) in accordance with the terms
and conditions thereof.
(b) Energy XXI agrees to sign any
assignments or assumptions with the Other Parties which the Other
Parties require to formally assign the Assigned Agreements to
Energy XXI or to consent to such assignment.
2. Note . Energy XXI hereby
agrees to pay to Assignor the amounts set forth on Schedule 1 which
show the amounts paid on behalf of Energy XXI as of July 31, 2005,
plus any additional amounts advanced by Assignor on behalf of
Energy XXI subsequent to that date upon the earlier of: i) twenty
five calendar days following the completion of the placement
o
