Exhibit 10.1


 


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


 


This THIRTEENTH AMENDMENT
AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Waiver”), dated effective as of February 29,
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 (the “Tenth
Amendment”) dated as of March 3, 2015, by the Eleventh Amendment to the Second Amended and Restated Credit Agreement
dated as of July 31, 2015 (the “Eleventh Amendment,”) and by the Twelfth Amendment to the Second Amended and Restated
Credit Agreement dated as of November 24, 2015 (the “Twelfth 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 Credit Agreement in respect of the Compliance Certificate to
be delivered in respect of the fiscal quarter ending December 31, 2015;


 


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.


 


Upon the conditions that
(a) 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 (or, if later,
as soon as reasonably practicable after) 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 and (b) the Borrower and EPL shall promptly, and in any event on or before February 29, 2016,
cause or take all reasonably practicable actions to cause all amounts on deposit in any Deposit Account or Securities Account (as
that term is defined in the UCC) that is not subject to a Control Agreement to be deposited in one or more Deposit Accounts or
Securities Account which are subject to Control Agreements and such deposits shall be made on or before March 4, 2016,
the Required Lenders hereby waive until the Waiver Termination Date 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 Date.
The waiver in this Section 2 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 Credit Agreement until the Waiver Termination Date. As used herein,
the term “Waiver Termination Date” means the earlier of (i) March 14, 2016, (ii) the date on which the Borrower or
EPL shall fail to comply with the conditions in Section 2 or 4(a) 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 Condition).


 






    	 	-2-	-EXXI Waiver-




     


    

 


Section 3.           Conditions
to Effectiveness. 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 representations
and warranties in Section 5 below are true and correct; and


 


(c)           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 Condition), Borrowing Base Deficiency or EPL Borrowing Base Deficiency shall have occurred and be
continuing. As used in this Waiver, the term “Specified Condition” means the failure of EPL to pay interest due on
the 2012 EPL Notes on February 15, 2016 and thereafter.


 


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.           Amendments
to First Lien Credit Agreement. (a) In consideration of the Required Lenders’, the Issuers’ and the Administrative
Agent’s entering into this Waiver, the Borrower and EPL each agrees that notwithstanding the provisions of Article 2
of the Credit Agreement but subject to Section 4(d) below, it will not request a Credit Extension before March 15, 2016.
In addition, the Borrower and EPL agree to deposit the proceeds of any Loan made on or after February 29, 2016 in a Deposit
Account listed on item 6.19(a) of the Disclosure Schedule. The Borrower and EPL agree that failure to comply with any provision
of this Section 4(a) constitutes an Event of Default under Section 8.1.3 of the First Lien Credit Agreement.


 






    	 	-3-	-EXXI Waiver-




     


    

 


(b)           Section 7.1.9
of the First Lien Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“The Borrower
and EPL will each keep all of its operating accounts, Deposit Accounts, Securities Accounts (as such term is defined in the UCC)
and other bank accounts separate from, and will not co-mingle any of its cash or money with, those of other Persons (including
its Subsidiaries). The Borrower will, and will cause each Subsidiary Guarantor to: (a) ensure that such Person’s Account
Debtors forward payment of all amounts owed by them to such Person to one of the Deposit Accounts of such Person set forth on Item 6.19(a)
of the Disclosure Schedule, and (b) deposit, or cause to be deposited, promptly, and in any event no later than the second
Business Day after the date of receipt thereof, all of such Person’s Collections in one of the Deposit Accounts of such Person
set forth on Item 6.19(a) of the Disclosure Schedule. The Borrower will use commercially reasonable efforts to ensure, prior
to any termination or expiration of a Control Agreement relating to the Deposit Accounts initially set forth on Item 6.19(a)
of the Disclosure Schedule or the Securities Accounts initially set forth on Item 6.19(b) of the Disclosure Schedule, that
such Deposit Accounts or Securities Accounts and amounts therein are replaced with Deposit Accounts or Securities Accounts subject
to a Control Agreement. So long as no Default has occurred and is continuing (except with respect to the Deposit Accounts initially
set forth in Item 6.19(a) of the Disclosure Schedule, which Deposit Accounts may be replaced at any time, subject to the proviso
to this sentence), the Borrower may amend Item 6.19(a) and Item 6.19(b) of the Disclosure Schedule to add or replace
one or more of the Deposit Accounts or Securities Accounts; provided, however, that (i) the prospective depository
institution at which such Deposit Account or Securities Account will be held shall be reasonably satisfactory to the Administrative
Agent and (ii) in the event such Deposit Account or Securities Account will replace or be in addition to a Deposit Account
or Securities Account set forth on Item 6.19(a) or Item 6.19(b) of the Disclosure Schedule hereto, prior to the time of the
opening of such Deposit Account or Securities Account, the Borrower or relevant Subsidiary and such prospective depository institution
shall have executed and delivered to the Administrative Agent a Control Agreement in respect of such Deposit Account or Securities
Account and shall have caused any amounts in a Deposit Account or Securities Account that is to be replaced to be deposited in
an account set forth on Item 6.19(a) or Item 6.19(b) of the Disclosure Schedule, as applicable. The Borrower shall close
or cause to be closed any of such Deposit Accounts or Securities Account (and establish replacement Deposit Accounts or Securities
Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Administrative
Agent that the creditworthiness of any depository institution holding such Deposit Account or Securities Account is no longer acceptable
in the Administrative Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice
from the Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of the
depository institution holding such Deposit Account or Securities Account is no longer acceptable in the Administrative Agent’s
reasonable judgment.”


 


(c)           Item 6.19(a)
and Item 6.19(b) of the Disclosure Schedule are amended and restated in their entirety to be in the form of Annex I to this
Amendment.


 


(d)           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(d) 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 does 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;


 






    	 	-4-	-EXXI Waiver-




     


    

 


(ii)           Both before and after giving
effect to the issuance of any such 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 Condition;


 


(3)           no Default (other than
any Default that may exist as a direct result of the existence of the Specified Condition) 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 Original Letter of Credit. 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


 


(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 or EPL, as applicable, that the statements in the preceding
clauses (i), (ii) and (iii) are true and correct.


 


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 (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 makes any representation
in respect of Section 6.6 or Section 6.18 of the First Lien Credit Agreement;


 






    	 	-5-	-EXXI Waiver-




     


    

 


(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 Condition; and


 


(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
Condition), Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing.


 


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 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.


 






    	 	-6-	-EXXI Waiver-




     


    

 


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 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.


 


Section 11.           No
Waiver or Agreement. Except to the extent expressly set forth in Section 2 hereof, 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 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 Loan Document 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 Amendment. 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.


 






    	 	-7-	-EXXI Waiver-




     


    

 


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)


 



    	 	-8-	-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: Vice President



  




    	 	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/ Robert James                                         

Name: Robert James

Title: Director



 




    	 	S-7	Waiver Signature Page



     


    





 


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

Name: Stuart Murray

Title: Managing Director



 


	 	 	 
		By:	/s/ Mary Lou Allen                                     

Name: Mary Lou Allen

Title: Director



 




    	 	S-8	Waiver Signature Page



     


    





 


	 	BARCLAYS BANK PLC, as Lender
	 	 	 
	 	 	 
		By:	/s/ Ronnie Glen                                   

Name: Ronnie Glen

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/ Cliff Vaz                                             

Name: Cliff Vaz

Title: Vice President



 




    	 	S-13	Waiver Signature Page



     


    





 


	 	UBS AG, STAMFORD BRANCH, as
Issuer and Lender
	 	 	 
	 	 	 
		By:	/s/ Darlene Arias                                       

Name: Darlene Arias

Title: Director



 


	 	 	 
		By:	/s/ Craig Pearson                                       

Name: Craig Pearson

Title: Associate 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/ Marcus M. Tarkington                          

Name: Marcus M. Tarkington

Title: Director



 




    	 	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/ Brandon M. White                               

Name: Brandon M. White

Title: Vice President



 




    	 	S-17	Waiver Signature Page



     


    





 


	 	FIFTH THIRD BANK, as Lender
	 	 	 
	 	 	 
		By:	/s/ Justin Bellamy                               

Name: Justin Bellamy

Title: Director



 




    	 	S-18	Waiver Signature Page



     


    





 


	 	ABN AMRO CAPITAL USA LLC, as
Lender
	 	 	 
	 	 	 
		By:	/s/ Darrell Holley                                   

Name: Darrell Holley

Title: Managing Director



 


	 	 	 
		By:	/s/ David Montgomery                            

Name: David Montgomery

Title: Executive Director



 




    	 	S-19	Waiver Signature Page



     


    





 


	 	SUMITOMO MITSUI BANKING CORPORATION,
as Lender
	 	 	 
	 	 	 
		By:	/s/ Hiroyuki Maeda                            

Name: Hiroyuki Maeda

Title: Deputy General Manager



 




    	 	S-20	Waiver Signature Page



     


    


 





	 	KEYBANK NATIONAL ASSOCIATION,
as Lender
	 	 	 
	 	 	 
		By:	                                                                      

Name:

Title:



 



    	 	S-21	Waiver Signature Page



     


    





 


	 	SANTANDER BANK, N.A., as Lender
	 	 	 
	 	 	 
		By:	/s/ Aidan Lanigan                                      

Name: Aidan Lanigan

Title: Senior Vice President



 


	 	 	 
		By:	/s/ Puiki Lok                                                

Name: Puiki Lok

Title: Vice President



 




    	 	S-22	Waiver Signature Page



     


    





 


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

Name: Liana Tchernysheva

Title: Senior Vice President



 




    	 	S-23	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-24	Waiver Signature Page



     


    





 


	 	CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK, as Lender
	 	 	 
	 	 	 
		By:	/s/ Michael Willis                              

Name: Michael Willis

Title: Managing Director



 


	 	 	 
		By:	/s/ Sharada Manne                              

Name: Sharada Manne

Title: Managing Director



 




    	 	S-25	Waiver Signature Page



     


    





 


	 	IBERIABANK, as Lender
	 	 	 
	 	 	 
		By:	/s/ Tyler S. Thoem                            

Name: Tyler S. Thoem

Title: Senior Vice President



 




    	 	S-26	Waiver Signature Page



     


    





 


	 	PNC BANK, NATIONAL ASSOCIATION,
as Lender
	 	 	 
	 	 	 
		By:	/s/ Sandra Aultman                             

Name: Sandra Aultman

Title: Managing Director



 




    	 	S-27	Waiver Signature Page



     


    


 


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

Name: Samira Siskind

Title: Director




 




    	 	S-28	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-29	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-30	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



 






    	 	S-31	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-32	Waiver Signature Page



     


    


 


	 	M21K, LLC
	 	 	 
	 	 	 
		By:	/s/ Antonio de Pinho                                   

Name: Antonio de Pinho

Title: President



 





 


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

Name: Antonio de Pinho

Title: President



 



    	 	S-33	Waiver Signature Page