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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 of the
shares; and 2) December 31, 2005.
3. Indemnification By Purchasers . Energy XXI hereby
agrees to hold harmless and indemnify Assignor and its age
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