Attached files
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| EX-10.1 - Energy XXI Ltd | v204414_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________
FORM
8-K
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CURRENT
REPORT
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PURSUANT
TO SECTION 13 OR 15(d) OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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Date
of report (Date of earliest event reported): December 1,
2010
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Energy
XXI (Bermuda) Limited
(Exact
name of registrant as specified in its charter)
001-33628
(Commission
File Number)
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Bermuda
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98-0499286
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Canon’s
Court, 22 Victoria Street, PO Box HM
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1179,
Hamilton HM EX, Bermuda
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Not
Applicable
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 441-295-2244
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
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Item
1.01. Entry into a Material Definitive Agreement
On
December 1, 2010, Energy XXI (Bermuda) Limited’s indirect wholly-owned
subsidiary Energy XXI Gulf Coast, Inc. (“Gulf Coast”) received written
confirmation from the administrative agent under its Amended and Restated First
Lien Credit Agreement (the “First Lien Credit Agreement”) that it had received
signature pages from all of the lenders under the Waiver Regarding Amended and
Restated First Lien Credit Agreement dated as of December 1, 2010 (the
“Waiver”). The Waiver is effective as of December 1, 2010, and by its
terms it will expire on the earlier of January 31, 2011 or the effective date of
that Eighth Amendment to Amended and Restated First Lien Credit Agreement dated
November 17, 2010 (the “Eighth Amendment”)(described in that Form 8-K filed by Energy XXI (Bermuda)
Limited on November 23, 2010).
The
Waiver is entered into in connection with the anticipated consummation of the
acquisition (the “Exxon Acquisition”) of assets by Energy XXI GOM, LLC, Gulf
Coast’s direct wholly owned subsidiary, pursuant to that certain Purchase and
Sale Agreement with Exxon Mobil Corporation, Mobil Oil Exploration &
Producing Southeast Inc., Exxon Mobil Pipeline Company and Mobile Eugene Island
Pipeline Company dated as of November 19, 2010. The Waiver will
provide certain waivers by the lenders under the First Lien Credit Agreement and
other modifications to the First Lien Credit Agreement in furtherance of
financings which may be used in part to fund the Exxon Acquisition and related
financing matters. The Waiver includes among other
things:
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·
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Waiver
of limitations under the First Lien Credit Agreement which restrict Gulf
Coast’s ability to create, incur or permit to exist indebtedness, to the
extent of permitting new unsecured indebtedness which shall not have a
maturity date prior to six (6) months after First Lien Credit Agreement’s
stated maturity date, the proceeds of which indebtedness which may be used
solely (i) to pay for the redemption, exchange or refinancing of Gulf
Coast’s existing 16% second lien junior secured notes due 2014 and 10%
senior notes due 2013, (ii) to pay amounts owed in connection with the
Exxon Acquisition, (iii) repay outstanding indebtedness under the First
Lien Credit Agreement, and (iv) to pay for the purchase price and any fees
and expenses associated with the Exxon Acquisition, as well as the fees
and expenses associated with the financings, refinancing and payments
contemplated with respect to all of the foregoing items (i) -
(iv). In addition, proceeds of such new indebtedness permitted
by this waiver shall be subject to an escrow arrangement satisfactory to
the administrative agent under the First Lien Credit
Agreement and on and after the effective date of the Eighth Amendment may be
used for the purposes described above.
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·
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Waiver
of certain minimum financial ratio requirements under the First Lien
Credit Agreement, including with respect to Gulf Coast’s total leverage
ratio and interest coverage ratio, in relation to the incurrence of the
permitted indebtedness described
above.
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A copy of
the Waiver is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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EXHIBIT
NO.
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ITEM
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10.1
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Waiver
Regarding Amended and Restated First Lien Credit Agreement effective as of
December 1, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Energy
XXI (Bermuda) Limited
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Dated:
December 2, 2010
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By
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/s/
David West Griffin
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Name:
David West
Griffin
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Title: Chief Financial
Officer
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Exhibit Index
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EXHIBIT
NO.
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ITEM
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10.1
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Waiver
Regarding Amended and Restated First Lien Credit Agreement effective as of
December 1, 2010
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