Exhibit 10.1


 


 


 





FOURTEENTH AMENDMENT AND WAIVER TO
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT


 


This FOURTEENTH AMENDMENT
AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Waiver”), dated effective as of March 14,
2016 (the “Effective Date”), is by and among Energy XXI Gulf Coast, Inc., a Delaware corporation (the “Borrower”),
EPL Oil & Gas, Inc., a Delaware corporation (“EPL”), the lenders party to the First Lien Credit Agreement described
below (the “Lenders”), and Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity,
the “Administrative Agent”), and the other parties in the capacities herein identified.


 


RECITALS


 


WHEREAS, the Borrower,
the Lenders, the Administrative Agent and certain other Persons are parties to the Second Amended and Restated First Lien Credit
Agreement, dated as of May 5, 2011, as amended by the First Amendment to Second Amended and Restated First Lien Credit Agreement
dated as of October 4, 2011, by the Second Amendment to Second Amended and Restated First Lien Credit Agreement dated as of
May 24, 2012, by the Third Amendment to Second Amended and Restated First Lien Credit dated as of October 19, 2012, by
the Fourth Amendment to Amended and Restated First Lien Credit Agreement dated as of April 9, 2013, by the Fifth Amendment
to Second Amended and Restated First Lien Credit Agreement dated as of May 1, 2013, by the Sixth Amendment to Second Amended
and Restated First Lien Credit Agreement dated as of September 27, 2013, by the Seventh Amendment to Second Amended and Restated
First Lien Credit Agreement dated as of April 7, 2014, by the Eighth Amendment to the Second Amended and Restated First Lien
Credit Agreement dated as of May 23, 2014, by the Ninth Amendment to Second Amended and Restated First Lien Credit Agreement
dated as of September 5, 2014, by the Tenth Amendment to Second Amended and Restated Credit Agreement dated as of March 3, 2015,
by the Eleventh Amendment and Waiver to the Second Amended and Restated Credit Agreement dated as of July 31, 2015, by the Twelfth
Amendment to the Second Amended and Restated Credit Agreement dated as of November 24, 2015 and by the Thirteenth Amendment and
Waiver to Second Amended and Restated First Lien Credit Agreement dated as of February 29, 2016 (the “Thirteenth
Amendment”) (as amended, supplemented, amended and restated or otherwise modified from time to time, the “First
Lien Credit Agreement”);


 


WHEREAS, the Borrower
requests a waiver of the provision of Section 7.1.1(c), of the First Lien Credit Agreement in respect of the Compliance Certificate
to be delivered in respect of the fiscal quarter ending December 31, 2015;


 


WHEREAS, the Borrower
and the Terminating Hedge Lenders (hereinafter defined) have agreed to terminate certain hedging transactions and the Borrower
has agreed to use any termination payments in respect thereof to prepay EPL Loans as provided herein;


 


WHEREAS, upon the terms
and conditions set forth in this Waiver the Administrative Agent and the Required Lenders will grant the waiver requested by the
Borrower; and


 


 






    	 



     


    

 


 


WHEREAS, in consideration
of the granting of such Waiver the Borrower and EPL will agree to certain amendments to the First Lien Credit Agreement upon the
terms set forth in this Waiver;


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


Section 1.               
Definitions. Capitalized terms used herein (including in the Recitals hereto) but not defined herein shall have the
meanings as given them in the First Lien Credit Agreement, unless the context otherwise requires.


 


Section 2.               
Waiver and Certain Agreements.


 


(a)               
Upon the condition that the Borrower and EPL at all times shall, and shall cause their officers, employees and advisors
to, cooperate in all reasonable respects with the Administrative Agent and its designees (including Willkie Farr & Gallagher,
LLP (“Willkie”) and RPA Advisors (“RPA”)) in furnishing information reasonably available
to the Borrower or EPL promptly upon receipt of a request by the Administrative Agent or its designees regarding the Collateral
or the Borrower’s or EPL’s and their respective Subsidiaries’ financial affairs, finances, financial condition,
business and operations, such cooperation to include, (i) at the request of the Administrative Agent, that the chief executive
officer, the chief financial officer and other senior management of the Borrower and EPL and any other Obligor and such other officers,
employees and advisors of the Borrower or EPL and any other Obligor requested by the Administrative Agent or its designees, making
themselves reasonably available to discuss any matters regarding the Collateral or the Borrower’s or EPL’s and their
respective Subsidiaries’ financial affairs, financial condition, business and operations, all upon prior notice during normal
business hours, and (ii) that the Borrower and EPL shall direct and authorize all such persons and entities to disclose to the
Administrative Agent and its designees the information reasonably requested by the Administrative Agent or its designees (including
Willkie and RPA) regarding the foregoing, the Required Lenders hereby waive until the Waiver Termination Time the requirement of
Section 7.1.1(c) of the Credit Agreement to deliver a Compliance Certificate in respect of the fiscal quarter ending December 31, 2015.
For the avoidance of doubt, the Borrower shall have the obligation to deliver such Compliance Certificate on the day following
such Waiver Termination Time. The waiver in this Section 2(a) does not constitute a waiver of any provision of the First Lien Credit
Agreement or any other Loan Document other than a waiver of Section 7.1.1(c) of the First Lien Credit Agreement until the
Waiver Termination Time.


 






    	 	-2-	- EXXI Waiver-




     


    

 


 


(b)              
The Borrower and the Terminating Hedge Lenders (as defined below) agree that the hedging transactions of the Borrower described
in Annex I to this Waiver shall be terminated (herein “Hedge Terminations”) no later than 5:00 p.m. (Houston,
Texas time) on March 18, 2016. The Borrower and EPL agree that all of the payments (herein “Termination Payments”)
in respect of each such Hedge Termination shall be applied as set forth herein as a prepayment of outstanding EPL Loans (and in
accordance with Section 3.1.2 of the First Lien Credit Agreement). The Borrower hereby (i) instructs each Lender counterparty
to any hedge transaction that is terminated pursuant to a Hedge Termination (herein a “Terminating Hedge Lender”)
to make such Termination Payments, if any, directly to the Administrative Agent for application on the EPL Loans in lieu of making
such Termination Payments to the Borrower and (ii) agrees to pay the Administrative Agent immediately any such payment received
by the Borrower in contravention of the payment instructions described in the foregoing clause (i). The Required Lenders hereby
consent pursuant to Section 7.2.10(f) of the First Lien Credit Agreement to the Subject Dispositions constituting such Hedge Terminations
on the terms set forth in this Section 2(b). Upon receipt by the Administrative Agent of such Termination Payments in respect
of a Hedge Termination, each such Termination Payment will be applied to prepayment of outstanding EPL Loans.


 


(c)               
In connection with the Termination Payments and upon the application thereof against outstanding EPL Loans as described
in Section 2(b), the Borrower and EPL each agree that (i) both the Borrowing Base and the EPL Borrowing Base shall be reduced immediately
commensurate with such payments, automatically and permanently, by the amount of such Termination Payment(s) applied to pay the
outstanding EPL Loans (each such amount an “EPL Paydown Amount”) and (ii) upon each such application each Lender’s
Revolving Loan Commitment shall be reduced immediately, automatically and permanently, by such Lender’s Percentage of such
EPL Paydown Amount. The Administrative Agent and the Required Lenders, by acceptance of any such payment(s) on outstanding EPL
Loans, waive the requirements of notice and the minimum payment amounts set forth in Section 3.1.1(a)(i)(x) of the First Lien
Credit Agreement with respect thereto. The Borrower and EPL each hereby agree to pay directly to each Lender, within two (2) Business
Days of notice thereof, any amounts owing pursuant to Section 4.4 of the First Lien Credit Agreement with respect to the prepayments
of outstanding EPL Loans as a result of the Hedge Terminations.


 


(d)              
The Borrower, EPL, the Administrative Agent and the Required Lenders hereby acknowledge and agree that the redetermination
of the Borrowing Base and the EPL Borrowing Base under Section 2.8.3 of the First Lien Credit Agreement for 2016 shall continue
to be made in accordance with such Section 2.8.3. In connection with such redetermination the Borrower and EPL agree to furnish
promptly to the Administrative Agent and the Lenders the Reserve Report and the other information pursuant to Section 2.8 of the
First Lien Credit Agreement, including a database, an ARO balance reconciliation to the Reserve Report and a reserve reconciliation
in form and substance satisfactory to the Administrative Agent.


 


(e)               
As used herein, the term “Waiver Termination Time” means the earlier of (i) 12:01 a.m. (Houston, Texas
time) April 15, 2016, (ii) the date on which the Borrower or EPL shall fail to comply with their respective conditions and
agreements in this Section 2 or in Section 4 of this Waiver or (iii) the occurrence of an Event of Default (other than any
Event of Default that may exist as a direct result of the existence of the Specified Conditions).


 






    	 	-3-	- EXXI Waiver-




     


    

 


 


Section 3.               
Conditions to Effectiveness and Certain Agreements. This Waiver shall be deemed effective (subject to the conditions
herein contained) as of the Effective Date when the Administrative Agent has received counterparts hereof duly executed by the
Borrower, EPL, the Administrative Agent and the Required Lenders and upon the prior or concurrent satisfaction of each of the following
conditions:


 


(a)               
the Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be,
(i) all fees, costs and expenses due and payable pursuant to Section 3.3 of the First Lien Credit Agreement, if any,
and (ii) if then invoiced, any amounts payable pursuant to Section 10.3 of the First Lien Credit Agreement;


 


(b)              
the Borrower and EPL each shall have represented and warranted that the representations and warranties in Section 5
below are true and correct; and


 


(c)               
no Borrowing Base Deficiency or EPL Borrowing Base Deficiency and, after giving effect to this Waiver, no Default or Event
of Default (other than any Default or Event of Default that may exist as a direct result of the existence of the Specified Conditions),
shall have occurred and be continuing. As used in this Waiver, the term “Specified Conditions” means the failure of
Borrower or EPL, as the case may be, to pay interest due on the EPL 8.25% Notes, the 2014 Notes or the Second Lien Notes, in each
case to the extent such failure to pay such interest does not constitute an “Event of Default” (as defined in the applicable
indenture for such notes, notwithstanding that such failure may constitute a “default” under the applicable indenture).


 


Delivery by the Borrower
and EPL of an executed counterpart of this Waiver to the Administrative Agent shall constitute a representation and warranty by
the Borrower and EPL that the statements in the foregoing clauses (a), (b) and (c) are true and correct.


 


Section 4.               
Covenants and Amendments to First Lien Credit Agreement. In consideration of the Required Lenders’, the Issuers’
and the Administrative Agent’s entering into this Waiver, the Borrower and EPL each agrees to the following.


 


(a)               
Notwithstanding the provisions of Article 2 of the Credit Agreement but subject to Section 4(f) below, neither the
Borrower nor EPL will request any Credit Extension before April 16, 2016.


 


(b)              
The Borrower, EPL, the Swing Line Lender, the Administrative Agent and the Required Lenders hereby agree that (i) notwithstanding
the provisions of Section 2.3.2 of the First Lien Credit Agreement, the obligation of the Swing Line Lender to make Swing
Line Loans is on the Effective Date immediately and permanently terminated and the Swing Line Loan Commitment Amount is immediately
and permanently reduced to zero and (ii) Schedule III of the First Lien Credit Agreement is hereby amended and restated
in its entirety to be in the form of Schedule III to this Waiver.


 


(c)               
The Borrower, EPL, the Administrative Agent and the Required Lenders hereby agree that effective as of the Effective Date
(i) until the next determination or adjustment of the Borrowing Base or the EPL Borrowing Base pursuant to the terms of the First
Lien Credit Agreement, and subject to further reduction as provided in Section 2(c) of this Waiver, the Borrowing Base is
$377,742,500 and the EPL Borrowing Base is $150,000,000 and (ii) each Lender’s Revolving Loan Commitment shall reduce automatically
and permanently by such Lender’s Percentage of $122,257,500 and each shall be subject to further reduction as provided in
Section 2(c) of this Waiver.


 






    	 	-4-	- EXXI Waiver-




     


    

 


 


(d)              
Section 1.1 of the First Lien Credit Agreement is hereby amended by:


 


(i)                
adding the following definitions thereto in appropriate alphabetical order:


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time.


 


“Fourteenth Amendment”
means the Fourteenth Amendment and Waiver to Second Amended and Restated First Lien Credit Agreement dated effective as of March 14,
2016, among the Borrower, EPL, the Lenders, the Administrative Agent and the other Persons party thereto.


 


“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.


 






    	 	-5-	- EXXI Waiver-




     


    

 


 


(ii)              
by amending and restating the definition of “Commitment Schedule” in Section 1.1 in its entirety to the
following:


 


“Commitment Schedule”
means Schedule III attached to the Fourteenth Amendment.”; and


 


(iii)            
by amending and restating the definition of “Percentage” in its entirety to the following:


 


“Percentage” means,
relative to any Lender, the percentage set forth opposite such Lender in the Commitment Schedule, or, as the case may be, in the
Lender Assignment Agreement pursuant to which such Lender became a party to this Agreement.


 


(e)               
Article 10 of the First Lien Credit Agreement is hereby amended by adding the following Section 10.23 to the end of
such Article:


 


“Section 10.23Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any
other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down
and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


		(a)	the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such
liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and



 


		(b)	the effects of any Bail-in Action on any such liability, including, if applicable:



 


		(i)	a reduction in full or in part or cancellation of any such liability;



 


		(ii)	a conversion of all, or a portion of, such liability into shares or other instruments of ownership
in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred
on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or



 


		(iii)	the variation of the terms of such liability in connection with the exercise of the write-down
and conversion powers of any EEA Resolution Authority.”



 






    	 	-6-	- EXXI Waiver-




     


    

 


 


(f)               
The Issuers, the Lenders and the Administrative Agent hereby agree that so long as the Borrower or EPL, as the case may
be, satisfies the conditions set forth in this Section 4(f) with respect thereto, one or more Issuers can issue a Letter of Credit
(a “Replacement Letter of Credit”) under the First Lien Credit Agreement in replacement for any existing Letter
of Credit without the need to satisfy the conditions for such Credit Extension in Section 5.2.1 of the First Lien Credit Agreement.
The following are the conditions for the issuance of a Replacement Letter of Credit:


 


(i)                
Such Replacement Letter of Credit shall not have an aggregate face amount in excess of the available amount of the Letter
of Credit being replaced and shall be in form and substance reasonably acceptable to the Administrative Agent and the Issuer;


 


(ii)              
Both before and after giving effect to the issuance of any such Replacement Letter of Credit, the following statements shall
be true and correct:


 


(1)              
the representations and warranties set forth in each Loan Document shall, in each case, be true and correct with the same
effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall
be true and correct in all material respects (except for representations and warranties which are qualified by a materiality qualifier,
which shall be true and correct in all respects) as of such earlier date); provided that notwithstanding the foregoing, neither
the Borrower nor EPL is required to make or be deemed to have made any representation in respect of Section 6.6 or Section 6.18
of the First Lien Credit Agreement;


 


(2)              
no Material Adverse Effect has occurred since June 30, 2010 (or such more recent date for which the financial information
required under Section 7.1.1(b) of the First Lien Credit Agreement shall have been provided by the Borrower, except any Material
Adverse Effect as a direct result of the decline of hydrocarbon prices or the existence of the Specified Conditions;


 


(3)              
no Default (other than any Default that may exist as a direct result of the existence of the Specified Conditions) shall
have occurred and be continuing; and


 


(4)              
as of the date of the issuance of such Letter of Credit, the Borrower is permitted under the Permitted Secured Debt Documents,
the Senior Unsecured Debt Documents and the Permitted Unsecured Debt Documents to incur such Credit Extension;


 


(iii)            
The Administrative Agent shall be satisfied in its sole discretion that arrangements satisfactory to it in its sole discretion
have been made for the exchange of the Replacement Letter of Credit for the Letter of Credit being replaced. Such Replacement Letter
of Credit shall be a Letter of Credit for all purposes under the First Lien Credit Agreement, including Section 2.6 thereof; and


 






    	 	-7-	- EXXI Waiver-




     


    

 


 


(iv)            
The Administrative Agent shall have received an Issuance Request for such Replacement Letter of Credit and delivery of such
Issuance Request to the Administrative Agent shall constitute a representation and warranty by the Borrower that the statements
in the preceding clauses (i), (ii) and (iii) are true and correct.


 


The Borrower and EPL agree that failure
to comply with any provision of Section 2 or 4(a) of this Waiver constitutes an Event of Default under Section 8.1.3
of the First Lien Credit Agreement.


 


Section 5.               
Representations and Warranties. The Borrower and EPL each hereby represents and warrants that after giving effect
hereto:


 


(a)               
the representations and warranties of the Obligors contained in the Loan Documents are true and correct in all material
respects, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall
remain correct in all material respects as of such earlier date (except for any such representations and warranties which are qualified
by a materiality qualifier which shall be true and correct in all respects); provided that notwithstanding the foregoing, neither
the Borrower nor EPL makes any representation in respect of Section 6.6 or Section 6.18 of the First Lien Credit Agreement;


 


(b)              
except to the extent waived in this Waiver, the Borrower and EPL have performed and complied with all agreements and conditions
contained in the First Lien Credit Agreement required to be performed or complied with by it prior to or as of the Effective Date;


 


(c)               
the execution, delivery and performance by the Borrower, EPL and each other Obligor of this Waiver and the other Loan Documents
have been duly authorized by all necessary corporate or other action required on their part and this Waiver, along with the First
Lien Credit Agreement and the other Loan Documents, constitutes the legal, valid and binding obligation of each Obligor a party
thereto enforceable against them in accordance with its terms, except as its enforceability may be affected by the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally;


 


(d)              
neither the execution, delivery and performance of this Waiver by the Borrower and EPL, the performance by them of the First
Lien Credit Agreement as waived or amended hereby nor the consummation of the transactions contemplated hereby does or shall contravene,
result in a breach of, or violate (i) any provision of any Obligor’s certificate or articles of incorporation or bylaws
or other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality,
or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Obligor or any of its Subsidiaries
is a party or by which any Obligor or any of its Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Administrative
Agent on or before the date hereof;


 


(e)               
no Material Adverse Effect has occurred since December 31, 2014, except any Material Adverse Effect as a direct result of
the decline in the price of hydrocarbons or the existence of the Specified Conditions;


 






    	 	-8-	- EXXI Waiver-




     


    

 


 


(f)               
no Default or Event of Default (other than any Default or Event of Default that may exist as a direct result of the existence
of the Specified Conditions), Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing; and


 


(g)              
the Borrower and EPL have complied with the requirement of Section 2(b) of the Thirteenth Amendment and have caused
in accordance therewith all amounts on deposit in any Deposit Account or Securities Account that was not on deposit in an account
subject to a Control Agreement to be deposited in one or more Deposit Accounts or Securities Accounts which are subject to a Control
Agreement in favor of the Administrative Agent.


 


Section 6.               
Loan Document; Ratification.


 


(a)               
This Waiver is a Loan Document.


 


(b)              
The Borrower, EPL and each other Obligor hereby ratifies, approves and confirms in every respect all the terms, provisions,
conditions and obligations of the First Lien Credit Agreement as waived, amended or modified hereby and each of the other Loan
Documents including without limitation all Mortgages, Security Agreements, Guaranties, Control Agreements and other Security Documents,
to which it is a party.


 


Section 7.               
Costs and Expenses. As provided in Section 10.3 of the First Lien Credit Agreement, the Borrower and EPL agree
to reimburse Administrative Agent and the Terminating Hedge Lenders for all fees, costs, and expenses, including the reasonable
fees, costs, and expenses of counsel or other advisors for advice, assistance, or other representation, in connection with this
Waiver and any other agreements, documents, instruments, releases, terminations or other collateral instruments delivered by the
Administrative Agent in connection with this Waiver.


 


Section 8.               
GOVERNING LAW. THIS WAIVER SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


Section 9.               
Severability. Any provision of this Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such
provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the
remaining provisions of this Waiver or affecting the validity or enforceability of such provision in any other jurisdiction.


 


Section 10.           
Counterparts. This Waiver may be executed in any number of counterparts, all of which taken together shall constitute
one and the same instrument, and any party hereto may execute this Waiver by signing one or more counterparts. Any signature hereto
delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.


 






    	 	-9-	- EXXI Waiver-




     


    

 


 


Section 11.           
No Waiver or Agreement. Except to the extent expressly set forth herein, the execution, delivery and effectiveness
of this Waiver shall not operate as a waiver of any default of the Borrower, EPL or any other Obligor or any right, power or remedy
of the Administrative Agent or the other Secured Parties under any of the Loan Documents, nor constitute a waiver of (or consent
to departure from) any terms, provisions, covenants, warranties or agreements of any of the Loan Documents nor constitute a representation
or agreement as to whether any Obligor is Solvent. The parties hereto reserve the right to exercise any rights and remedies available
to them in connection with any present or future defaults with respect to the First Lien Credit Agreement or any other provision
of any Loan Document. For the avoidance of doubt, this Waiver does not constitute a waiver by any Lender that is a counterparty
to a Hedging Agreement with any Obligor or any Lender that is a Bank Product Provider of any provision of or any right, power or
remedy under, any Hedging Agreement or any Bank Product Agreement with such Lender.


 


Section 12.           
Release. Borrower and EPL, for itself and on behalf of its Subsidiaries and Affiliates and its and their predecessors,
successors and assigns, each do hereby forever release, discharge and acquit the Administrative Agent, each Issuer, each Lender
and each other Secured Party and each of their successors, assignees, participants, officers, directors, members, affiliates, advisors,
internal and external attorneys, agents and employees (the “Releasees”), from any and all duties, liabilities, obligations,
claims (including claims of usury), demands, accounts, suits, controversies and actions that they at any time had or have or that
its successors and assigns hereafter may have, whether known or unknown, against any Releasee (collectively, the “Released
Claims”) that arise under, or in connection with, or that otherwise relate, directly or indirectly, to the First Lien Credit
Agreement, any other Loan Document, any Hedging Agreement, any Bank Product Agreement or any related document, or to any acts or
omissions of any such Releasee in connection with any of the foregoing. As to each and every claim released hereunder, Borrower
and EPL each hereby represent that they have received the advice of legal counsel with regard to the releases contained herein
and are freely and voluntarily entering into this Waiver. Borrower and EPL each, for itself and on behalf of its Subsidiaries and
Affiliates and its and their predecessors, successors and assigns, do hereby forever covenant not to assert (and not to assist
or enable any other Person to assert) any Released Claim against any Releasee.


 


Section 13.           
Successors and Assigns. This Waiver shall be binding upon the Borrower, EPL and their respective successors and permitted
assigns and shall inure, together with all rights and remedies of each Secured Party hereunder, to the benefit of each Secured
Party and the respective successors, transferees and assigns.


 


Section 14.           
Entire Agreement. THIS WAIVER, THE FIRST LIEN CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature Pages Follow)


 






    	 	-10-	- EXXI Waiver-




     


    

 





In Witness Whereof, the
parties hereto have caused this Waiver to be duly executed and delivered by their respective duly authorized officers as of the
date first written above.





 





	 	ENERGY
XXI GULF COAST, INC.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-1	Waiver Signature Page




     


    

 





 





	 	EPL OIL & GAS, INC.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-2	Waiver Signature Page




     


    

 


 


 





	 	Wells Fargo Bank, N.A.,

                               as
the Administrative Agent, an Issuer and a Lender

	 	 	 
		By:	/s/ David Maynard                                   

Name: David Maynard

Title: Senior Vice President



 


 






    	 	S-3	Waiver Signature Page




     


    

 





 





	 	AMEGY BANK NATIONAL ASSOCIATION,

                               as Lender

	 	 
		By:	/s/ G. Scott Collins                                     

Name: G. Scott Collins

Title: Senior Vice President



 


 






    	 	S-4	Waiver Signature Page




     


    

 





 





	 	THE BANK OF NOVA SCOTIA,

                               as
Lender

	 	 	 
		By:	/s/ Alan Dawson                                     

Name: Alan Dawson

Title: Director



 








 





	 	SCOTIABANC INC., as Lender
	 	 	 
		By:	/s/ J.F. Todd                                           

Name: J.F. Todd

Title: Managing Director



 


 






    	 	S-5	Waiver Signature Page




     


    

 





 





	 	TORONTO
DOMINION (TEXAS) LLC, as Lender
	 	 	 
		By:	/s/ Savo Bozic                                          

Name: Savo Bozic

Title: Authorized Signatory



 


 






    	 	S-6	Waiver Signature Page




     


    

 




 





	 	CAPITAL ONE, NATIONAL
ASSOCIATION, as Lender
	 	 	 
		By:	/s/ Victor Ponce de Leon                            

Name: Victor Ponce de Leon

Title: Senior Vice President



 


 






    	 	S-7	Waiver Signature Page




     


    

 





 





	 	NATIXIS, New
York Branch, as Lender
	 	 	 
		By:	/s/ Stuart Murray                                         

Name: Stuart Murray

Title: Managing Director



 


		By:	/s/ Leila Zomorrodian                               

Name: Leila Zomorrodian

Title: Director



 


 






    	 	S-8	Waiver Signature Page




     


    

 





 





	 	BARCLAYS BANK PLC, as
Lender
	 	 	 
		By:	/s/ Vanessa A. Kurbatskiy                          

Name: Vanessa A. Kurbatskiy

Title: Vice President



 


 






    	 	S-9	Waiver Signature Page




     


    

 





 





	 	CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Lender
	 	 	 
		By:	/s/ Bryan J. Matthews                                  

Name: Bryan J. Matthews

Title: Authorized Signatory



 


		By:	/s/ Julia Bykhovskaia                               

Name: Julia Bykhovskaia

Title: Authorized Signatory



 


 






    	 	S-10	Waiver Signature Page




     


    

 





 


	 	ING CAPITAL LLC, as Lender
	 	 	 
		By:	/s/ Juli Bieser                                             

Name: Juli Bieser

Title: Managing Director



 


		By:	/s/ Josh Strong                                             

Name: Josh Strong

Title: Director



 


 






    	 	S-11	Waiver Signature Page




     


    

 





 


	 	REGIONS BANK, as Lender and
as Swing Line Lender
	 	 	 
		By:	/s/ J. Richard Baker                                    

Name: J Richard Baker

Title: Senior Vice President



 


 






    	 	S-12	Waiver Signature Page




     


    

 





 


	 	CITIBANK, N.A., as Lender
	 	 	 
		By:	/s/ Michael J. Smolow                                

Name: Michael J. Smolow

Title: Director



 


 






    	 	S-13	Waiver Signature Page




     


    

 





 


	 	UBS AG, STAMFORD BRANCH, as
Issuer and Lender
	 	 	 
		By:	/s/ Craig Pearson                                       

Name: Craig Pearson

Title: Associate Director



 


		By:	/s/ Darlene Arias                                       

Name: Darlene Arias

Title: Director



 


 


 






    	 	S-14	Waiver Signature Page




     


    

 





 


	 	DEUTSCHE BANK AG NEW YORK
BRANCH, as Lender
	 	 	 
		By:	/s/ Benjamin Souh                                       

Name: Benjamin Souh

Title: Vice President



 


		By:	/s/ Michael Shannon                                    

Name: Michael Shannon

Title: Vice President



 


 






    	 	S-15	Waiver Signature Page




     


    

 


 





 


	 	COMMONWEALTH BANK OF
AUSTRALIA, as Lender
	 	 	 
		By:	/s/ Sanjay Remond                                     

Name: Sanjay Remond

Title: Director



 


 






    	 	S-16	Waiver Signature Page




     


    

 





 


	 	COMERICA BANK, as Lender
	 	 	 
		By:	/s/ Chad W. Stephenson                             

Name: Chad W. Stephenson

Title: Vice President



 


 






    	 	S-17	Waiver Signature Page




     


    

 








	 	SUMITOMO MITSUI BANKING
CORPORATION, as Lender
	 	 	 
		By:	/s/ Ryo Suzuki                            

Name: Ryo Suzuki

Title: General Manager



 


 






    	 	S-18	Waiver Signature Page



     


    

 





 


	 	KEYBANK NATIONAL
ASSOCIATION, as Lender
	 	 	 
		By:	/s/ Stephen J. Jones                           

Name: Stephen J. Jones

Title: Senior Vice President



 


 






    	 	S-19	Waiver Signature Page



     


    

 





 


	 	SANTANDER BANK, N.A., as Lender
	 	 	 
		By:	/s/ Mark Connelly                            

Name: Mark Connelly

Title: Senior Vice President



 


		By:	/s/ Puiki Lok                             

Name: Puiki Lok

Title: Vice President



 


 






    	 	S-20	Waiver Signature Page



     


    

 





 


	 	WHITNEY BANK, as Lender
	 	 	 
		By:	/s/ Liana Tchernysheva                              

Name: Liana Tchernysheva

Title: Senior Vice President



 


 






    	 	S-21	Waiver Signature Page



     


    

 





 


	 	CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK BRANCH, as Lender
	 	 	 
		By:	/s/ E. Lindsay Gordon                              

Name: E. Lindsay Gordon

Title: Executive Director



 


 






    	 	S-22	Waiver Signature Page



     


    

 


 











	 	CREDIT AGRICOLE CORPORATE
AND INVESTMENT BANK, as Lender
	 	 	 
		By:	/s/ Ronald E. Spitzer                              

Name: Ronald E. Spitzer

Title: Managing Director



 


		By:	/s/ Kathleen Sweeney                              

Name: Kathleen Sweeney

Title: Managing Director



 


 






    	 	S-23	Waiver Signature Page



     


    

 





 


	 	IBERIABANK, as Lender
	 	 	 
		By:	/s/ W. Bryan Chapman                             

Name: W. Bryan Chapman

Title: Executive Vice President



 


 






    	 	S-24	Waiver Signature Page



     


    

 





 


	 	PNC BANK, NATIONAL
ASSOCIATION, as Lender
	 	 	 
		By:	/s/ Steven J. McGehrin                             

Name: Steven J. McGehrin

Title: Executive Vice President



 


 






    	 	S-25	Waiver Signature Page



     


    

 


 





 


	 	THE ROYAL BANK OF SCOTLAND,
plc, as Lender
	 	 	 
		By:	/s/ Samira Siskind                             

Name: Samira Siskind

Title: Director



 


 






    	 	S-26	Waiver Signature Page



     


    

 


 





 





 


	 	ACKNOWLEDGED
AND AGREED AS OF


THE
DATE FIRST ABOVE WRITTEN:


	 	 	 
	 	ENERGY
XXI GOM, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ENERGY XXI ONSHORE, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ENERGY XXI PIPELINE, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-27	Waiver Signature Page



     


    

 


 





 


	 	ENERGY XXI PIPELINE II, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	MS ONSHORE, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 














	 	EPL PIPELINE, L.L.C.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	NIGHTHAWK, L.L.C.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	EPL OF LOUISIANA, L.L.C.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-28	Waiver Signature Page



     


    

 





 


	 	DELAWARE EPL OF TEXAS, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ANGLO-SUISSE OFFSHORE
PIPELINE PARTNERS, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	EPL PIONEER HOUSTON, INC.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	ENERGY PARTNERS, LTD., LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 








	 	M21K, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-29	Waiver Signature Page



     


    

 





 


	 	SOILEAU CATERING, LLC
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 






    	 	S-30	Waiver Signature Page



     


    

 


 





 





 


	 	ACKNOWLEDGED
AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN IN ITS CAPACITY AS GUARANTOR UNDER ITS LIMITED RECOURSE GUARANTY AND GRANTOR UNDER
ITS PLEDGE AGREEMENT AND IRREVOCABLE PROXY DELIVERED IN CONNECTION WITH THE CREDIT AGREEMENT:
	 	 	 
	 	ENERGY XXI USA, INC.
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 


 


 



    	 	S-31	Waiver Signature Page