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                                                                     EXHIBIT 4.5


                          REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and
entered into as of November 17, 1999, by and between Energy Partners, Ltd., a
Delaware corporation (the "COMPANY"), and Evercore Capital Partners L.P.,
Evercore Capital Partners (NQ) L.P. and Evercore Capital Offshore Partners L.P.,
each a limited partnership organized under the laws of the State of Delaware
(collectively, the "EVERCORE ENTITIES"), Energy Income Fund, L.P., a limited
partnership organized under the laws of the State of Delaware ("EIF"), and the
individual shareholders of the Company signatories hereto (the "INDIVIDUAL
SHAREHOLDERS").

         This Agreement is made in connection with a Stockholder Agreement (the
"STOCKHOLDER AGREEMENT"), dated as of November 17, 1999, among the Company, the
Evercore Entities, EIF and the Individual Shareholders named therein and a
related Stock Purchase Agreement dated as of October 26, 1999 by and among the
Evercore Entities and the Company. The Stock Purchase Agreement provides for the
purchase by the Evercore Entities from the Company of an aggregate of 500,000
shares of the Company's Series A Convertible PIK Preferred Stock, par value
$1.00 per share and a liquidation preference of $100 per share (the "SERIES A
PREFERRED STOCK") and 150,000 shares of the Company's Series B Convertible PIK
Preferred Stock, par value $1.00 per share and a liquidation preference of $100
per share (the "SERIES B PREFERRED STOCK" and together with the Series A
Preferred Stock, the "PREFERRED STOCK") which are convertible into shares of
common stock, no par value (the "COMMON STOCK" and together with the Preferred
Stock, the "SECURITIES"), of the Company. In connection with the Stockholder
Agreement, the Company has agreed to provide the Evercore Entities, EIF and the
Individual Shareholders with the registration rights set forth in this
Agreement.

         In consideration of the foregoing, the parties hereto agree as follows:

SECTION 1. CERTAIN DEFINITIONS:

         "ADVICE" has the meaning set forth in Section 5.

         "AFFILIATE" shall mean, with respect to a specified Person, any other
Person directly or indirectly controlling, controlled by or under common control
with such specified Person and, with respect to any fund or trust, any Person
which is a participant in or beneficiary of such fund or trust. For purposes of
this definition, "control" when used with respect to any specified Person means
the power to direct the management and policies of such Person, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "AGREEMENT" has the meaning set forth in the preamble.

         "COMMON STOCK" has the meaning set forth in the preamble.



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         "COMPANY" has the meaning set forth in the preamble.

         "DEMAND" has the meaning set forth in Section 3(a)(i).

         "EFFECTIVE DATE" has the meaning set forth in the Stockholder
Agreement.

         "EIF" has the meaning set forth in the preamble.

         "ELIGIBLE COMMON STOCK" shall mean shares of Common Stock held by the
Evercore Entities, its Permitted Transferees, EIF and the Individual
Shareholders or their Affiliates.

         "EVERCORE ENTITIES" has the meaning set forth in the preamble.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

         "INDIVIDUAL SHAREHOLDERS" has the meaning set forth in the preamble.

         "INITIAL PUBLIC OFFERING" shall mean the initial underwritten offering
of Common Stock.

         "PERMITTED TRANSFEREE" shall mean a Person (i) who is a Permitted
Transferee under the Stockholder Agreement and (ii) who has executed and
delivered to the Company an Additional Party Counterpart in the form set forth
in Exhibit A.

         "PERSON" shall mean any individual, partnership, corporation, trust,
limited liability company or unincorporated organization, or a government or
agency or political subdivision thereof.

         "PIGGYBACK REGISTRATION" has the meaning set forth in Section 3(b).

         "PIGGYBACK SECURITIES" has the meaning set forth in Section 3(b).

         "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement with respect to the terms
of the offering of the Common Stock covered by the Registration Statement, and
by all other amendments and supplements to such Prospectus, including
post-effective amendments, and in each case including all materials incorporated
by reference therein.

         "REGISTRATION STATEMENT" shall mean any registration statement of the
Company on an appropriate form under the Securities Act (other than any
registration statement with respect to securities filed on a Form S-4 or S-8 or
any other forms prescribed for the same or similar purposes) and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
materials incorporated by reference therein and all exhibits thereto (including
those incorporated by reference).

         "SEC" shall mean the Securities and Exchange Commission.


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         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

         "SELLING SHAREHOLDER" shall mean each of the Evercore Entities, EIF and
the Individual Shareholders that is selling Eligible Common Stock pursuant to a
Registration Statement and in accordance with Section 3 hereof.

         "SERIES A PREFERRED STOCK" has the meaning set forth in the preamble.

         "SERIES B PREFERRED STOCK" has the meaning set forth in the preamble.

         "UNDERWRITER" has the meaning set forth in Section 7(a).

         "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" shall mean an
offering of the Common Stock pursuant to a Registration Statement in which the
Common Stock of the Company is sold to the public by one or more underwriters.

SECTION 2. COMMON STOCK SUBJECT TO REGISTRATION RIGHTS.

         Shares of Eligible Common Stock will cease to be Eligible Common Stock
when (i) a Registration Statement covering such Eligible Common Stock has been
declared effective by the SEC and such Eligible Common Stock has been disposed
of pursuant to such effective Registration Statement, (ii) such Eligible Common
Stock is distributed to the public pursuant to Rule 144 (or any similar
provision then in force) under the Securities Act or (iii) such Eligible Common
Stock may be sold without registration under the Securities Act and without
restriction under Rule 144.

SECTION 3. REGISTRATION RIGHTS.

         (a)      DEMAND REGISTRATION.

                  (i) Commencing on the earlier of (A) three years following the
         Effective Date and (B) six months following the closing date of an
         Initial Public Offering, subject to the provisions of Section 4(a) and
         the last paragraph of Section 5, the Evercore Entities shall have the
         right to make four written requests (each, a "DEMAND") on the Company
         to cause the Company to use commercially reasonable efforts to file and
         cause to be declared effective a Registration Statement on the then
         appropriate form under the Securities Act with respect to the Eligible
         Common Stock, provided that the expected offering price of the Eligible
         Common Stock requested to be registered is at least $50 million for an
         Initial Public Offering or $20 million for a Registration Statement
         subsequent to an Initial Public Offering, and provided, further, that
         the Evercore Entities shall use reasonable efforts to sell such
         Eligible Common Stock requested to be registered. This Section 3(a)(i)
         shall be applicable for so long as the Eligible Common Stock cannot be
         freely transferred pursuant to Rule 144 under the Securities Act
         without the imposition of volume, manner of sale and holding period
         limitations.



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                  (ii) Each Demand will set forth the number of shares of
         Eligible Common Stock proposed to be sold by the Evercore Entities and
         the intended method of distribution of such shares.

                  (iii) In the case of an underwritten public offering of
         Eligible Common Stock to be so registered pursuant to a registration
         under this Section 3(a), if the managing underwriter advises the
         Evercore Entities and the Company in its opinion that the inclusion in
         such registration of some or all of such Common Stock requested to be
         registered (including without limitation, Common Stock to be registered
         by the Company included pursuant to incidental or "piggyback" rights
         heretofore or hereafter granted by the Company to Persons other than
         the Evercore Entities) exceeds the number which can be sold in such
         offering without a significant adverse effect on the price, timing or
         distribution of the Common Stock offered (a "Significant Adverse
         Effect"), the number of Common Stock to be included in such
         registration will be reduced as set forth below:

                           (A) First, the number of shares of Common Stock
                  requested to be included in such registration by the Evercore
                  Entities shall be included in such registration, except, in
                  the event that the number of shares of Common Stock requested
                  to be included in such registration by the Evercore Entities
                  exceeds the number which, in the opinion of such managing
                  underwriter, can be sold, then the Company will include in
                  such registration such lesser number of registrable securities
                  which is equal to the number which, in the opinion of the
                  managing underwriter, can be sold by the Evercore Entities;
                  and

                           (B) After all Common Stock requested to be included
                  in such registration by the Evercore Entities have been so
                  included, the number of shares of Common Stock requested to be
                  included in such registration by all parties exercising
                  "piggyback" rights shall be so included, except, if the number
                  of shares of Common Stock included as a result of parties
                  exercising "piggyback" rights exceeds the number which, in the
                  opinion of the managing underwriter can be sold without
                  causing a Significant Adverse Effect, the shares of Common
                  Stock that the managing underwriter recommends can be included
                  as Piggyback Securities in the Registration Statement without
                  causing a Significant Adverse Effect shall be allocated pro
                  rata among the persons requesting inclusion of Piggyback
                  Securities in accordance with the relative number of shares of
                  Common Stock each person has requested to be sold.

                  (iv) If (A) any offering or sale of Common Stock by the
         Evercore Entities pursuant to a Registration Statement is not
         consummated due to (1) any material failure by the Company to perform
         its obligations under this Agreement or a material adverse change in
         its financial position or business or (2) the withdrawal by the
         Evercore Entities at any time before or after the Registration
         Statement has become effective, and the Evercore Entities pay the
         registration expenses set forth in Section 6, or (B) 20% or more of
         Eligible Common Stock sought to be registered by the Evercore Entities
         pursuant to any registration under this Section 3(a) shall be excluded
         from such registration by reason of the opinion of the managing
         underwriter that such inclusion would significantly adversely affect
         the price at which the securities can be sold, then the Demand with
         respect to which such Registration


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         Statement was filed shall not be counted as one of the Demands
         contemplated by this Section 3(a).

                  (v) The Company agrees that it will not file a registration
         statement under the Securities Act, either for securities newly issued
         by the Company (other than a registration statement relating to (i) an
         employee benefit or incentive plan of the Company existing on the date
         hereof or hereafter adopted by the Board of Directors, (ii) an Initial
         Public Offering or (iii) a merger, consolidation or business
         combination on a Form S-4) or for securities held by any of the
         Company's security holders other than the Evercore Entities, until 90
         days after the effective date of any registration statement filed
         pursuant to the request of the Evercore Entities.

         (b)      PIGGYBACK REGISTRATION.

                  (i) In the event the Company proposes to file a Registration
         Statement with respect to its Common Stock (other than an Initial
         Public Offering), whether of its own accord or at the request of any
         holder or holders of such securities, it will give written notice to
         the Evercore Entities, EIF and the Individual Shareholders of the
         Company's intention to do so and, upon the written request of the
         Evercore Entities, EIF or the Individual Shareholders given within 20
         days after receipt of such notice, the Company will use commercially
         reasonable efforts to effect the registration of the Eligible Common
         Stock of each Selling Shareholder (the "PIGGYBACK SECURITIES") which it
         shall have been so requested to register by including such Piggyback
         Securities in the Registration Statement ("PIGGYBACK REGISTRATION
         RIGHTS"). Piggyback Securities are to be included in the Registration
         Statement on the same terms and conditions as the shares of Common
         Stock otherwise being sold through underwriters under such Registration
         Statement. If the managing underwriter of any proposed underwritten
         offering determines and advises the Company that the inclusion in the
         Registration Statement of all Piggyback Securities proposed to be
         included exceeds the number which can be sold in such offering without
         a Significant Adverse Effect, then the number of shares of Common Stock
         to be included in such registration will be reduced as set forth below:

                           (A) 50% of the number of shares of Common Stock that
                  the managing underwriter recommends can be included as
                  Piggyback Securities in the Registration Statement without a
                  significant adverse effect on the price, timing or
                  distribution of the registrable securities offered shall be
                  allocated to the Evercore Entities (or, if applicable, such
                  lesser number of shares of Common Stock that includes all
                  shares requested by the Evercore Entities to be included as
                  Piggyback Securities); and

                           (B) the remaining shares of Common Stock that the
                  managing underwriter recommends can be included as Piggyback
                  Securities in the Registration Statement without a significant
                  adverse effect on the price, timing or distribution of the
                  registrable securities offered shall be allocated pro rata
                  among the persons requesting inclusion of Piggyback Securities
                  (including, if applicable, the Evercore Entities) in
                  accordance with the relative number of registrable securities
                  each person has requested to be sold.


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                  (ii) In connection with any offering by the Company to which
         the Evercore Entities, EIF or the Individual Shareholders have
         Piggyback Registration Rights, the Company, in its sole discretion,
         shall determine (A) whether to initiate, proceed with or terminate such
         registration, (B) the pricing (including underwriting discounts and
         commissions) for such offering and (C) the timing of such offering. The
         Company may withdraw any Registration Statement and abandon any
         proposed sale of Common Stock without the consent of any Selling
         Shareholder, notwithstanding the request of each Selling Shareholder to
         participate therein in accordance with this Agreement, if the Company
         determines in its sole discretion to so withdraw and abandon such
         proposed sale.

         (c) OTHER REGISTRATION RIGHTS.

         Prior to the Transition Date (as defined in the Stockholder Agreement),
without the consent of the Evercore Entities, the Company will not grant to any
Person at any time on or after the date hereof the right to request that the
Company register any securities of the Company until 180 days after the
consummation of the Initial Public Offering.

SECTION 4. HOLDBACK AGREEMENTS.

         (a) Each Selling Shareholder agrees, and any transferee of a Selling
Shareholder by acceptance of any Eligible Common Stock agrees, that if it is
requested by the managing underwriter or underwriters in an underwritten
offering, not to effect any public or private sale or distribution of securities
of the Company of the same class (including securities convertible into such
class) as the securities included in the Registration Statement, during the
14-day period prior to, and during the 60-day period (or such longer period
requested by the managing underwriters but not to exceed 120 days, or, in the
case of an Initial Public Offering, 180 days) beginning on, the effective date
of such Registration Statement, including a sale pursuant to Rule 144 or Rule
144A under the Securities Act, to the extent timely notified in writing by the
Company or the managing underwriters.

         (b) The Company agrees (i) if requested by the managing underwriter or
underwriters of an underwritten public offering pursuant to Section 3(a) not to
effect a public or private sale or distribution of its Common Stock, or any
securities convertible into or exchangeable for such securities (other than any
such sale or distribution of such securities in connection with any merger or
consolidation by the Company or a subsidiary thereof or the acquisition by the
Company or a subsidiary thereof of the capital stock or substantially all of the
assets of any other Person) during the 10-day period prior to, and during the
60-day period (or such longer period requested by the managing underwriters but
not to exceed 120 days, or in the case of an Initial Public Offering, 180 days)
beginning on, the effective date of any Registration Statement filed pursuant to
Section 3(a) hereof and (ii) that any agreement entered into after the date
hereof pursuant to which the Company issues or agrees to issue any privately
placed Common Stock or securities convertible into or exchangeable for Common
Stock shall contain a provision under which holders of such securities agree,
and the Company shall use its reasonable efforts to cause existing holders of
its privately placed equity securities to agree, that if they are requested by
the managing underwriter or underwriters in an underwritten offering not to
effect any public sale or distribution of any such securities during the 30-day
period prior to, and during the applicable period requested by such underwriters
beginning on, the effective date of any Registration Statement, including a sale
pursuant


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to Rule 144 or Rule 144A under the Securities Act (except pursuant to a
Registration Statement); provided, however, that the provisions of this Section
4(b) shall not prevent (i) the conversion or exchange of any securities which
the Company is obligated to make pursuant to an agreement existing on the date
hereof or hereafter adopted by the Board of Directors and approved by the
Evercore Entities, (ii) the exercise of warrants by the holders thereof and
(iii) grants and exercises of options pursuant to stock option plans of the
Company existing on the date hereof or hereafter adopted by the Board of
Directors and approved by the Evercore Entities. Notwithstanding the foregoing
provisions of this Section 4(b), in the event that the Company exercises its
right pursuant to the last paragraph of Section 5 to (i) delay the filing of any
Registration Statement, (ii) withhold efforts to cause any Registration
Statement to become effective or (iii) request that Eligible Common Stock not be
sold pursuant to an effective Registration Statement, the holdback limitations
set forth in this Section 4(b) shall cease to be effective during the period in
which the Company shall have exercised such right.

SECTION 5. REGISTRATION PROCEDURES.

         In connection with the Company's registration obligations pursuant to
Section 3 hereof, the Company will use commercially reasonable efforts to effect
the registration of the Eligible Common Stock in accordance with the intended
method or methods of distribution thereof, and pursuant thereto the Company
shall:

         (a) prepare and file with the SEC, as soon as practicable, a
Registration Statement relating to the appropriate form under the Securities
Act, which form shall be available for the sale of the Eligible Common Stock in
accordance with the intended method or methods of distribution thereof and shall
include all financial statements and other information required by the SEC to be
filed therewith, and use commercially reasonable efforts to cause such
Registration Statement to become and remain effective; provided, however, that
no Registration Statement will be filed by the Company until counsel for each
Selling Shareholder (excluding the Individual Shareholders) shall have had a
reasonable opportunity to review the same and the right to approve or disapprove
any portion of such Registration Statement describing or referring to such
Selling Shareholder (excluding the Individual Shareholders); provided that no
Registration Statement pursuant to Section 3(b) shall be filed with the SEC for
Piggyback Securities unless each Selling Shareholder (excluding the Individual
Shareholders) has had at least 10 business days to review such Registration
Statement;

         (b) prepare and file with the SEC such amendments to the Registration
Statement as may be necessary to keep the Registration Statement effective until
the distribution of the Eligible Common Stock under the Registration Statement
is complete (which period shall not be required to exceed 180 days from the date
the Registration Statement is declared effective) (such 180-day period to be
extended by the number of days during which either (i) any stop order suspending
the effectiveness of such Registration Statement shall be in effect or (ii) a
Selling Shareholder or the underwriters, if any, shall be prohibited from
consummating sales pursuant to such Registration Statement or the Prospectus
pursuant to the penultimate paragraph of this Section 5); cause the Prospectus
to be supplemented by any required prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement; provided that no amendment to
any Registration Statement pursuant to Section 3(a) shall


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be filed with the SEC until each Selling Shareholder (excluding the Individual
Shareholders) has had at least 10 business days to review such Registration
Statement as originally filed and theretofore amended, to exercise their right
to approve or disapprove any portion of such Registration Statement describing
or referring to such Selling Shareholder; provided, further, that no amendment
to any Registration Statement pursuant to Section 3(b) shall be filed with the
SEC for Piggyback Securities unless, if there is a change in the description of
or reference to a Selling Shareholder (excluding the Individual Shareholders),
such Selling Shareholder has had at least 3 days to review such amendment to the
Registration Statement;

         (c) notify each Selling Shareholder (excluding the Individual
Shareholders) and the managing underwriters, if any, promptly, and (if requested
by any such Person) confirm such advice in writing, (i) when the Registration
Statement has become effective and when any post-effective amendment or
supplements thereto become effective, (ii) of the issuance by the SEC of any
stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for the purpose, (iii) if between the effective
date of the Registration Statement and the closing of the sale of the securities
covered thereby, the representations and warranties of the Company contemplated
by paragraph 5(m) below cease to be true and correct, (iv) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Eligible Common Stock for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose and (v) of the happening of any
event which makes any statement made in the Registration Statement or the
Prospectus or any document incorporated therein by reference untrue or
misleading or which requires the making of any changes in the Registration
Statement or the Prospectus or any document incorporated therein by reference to
make the statements therein not misleading;

         (d) use commercially reasonable efforts to obtain the withdrawal of any
order suspending the effectiveness of the Registration Statement at the earliest
possible time;

         (e) as promptly as practicable prior to the filing of the Registration
Statement, any amendment or supplement thereto or any document which is to be
incorporated by reference into the Registration Statement or the Prospectus
(after initial filing of the Registration Statement), provide copies of such
document to each Selling Shareholder (excluding the Individual Shareholders) and
to the managing underwriters, if any, make the Company's representatives
available for discussion of such document and make such changes in such document
prior to the filing thereof as such Selling Shareholder or underwriters may
reasonably request;

         (f) upon request, furnish to each managing underwriter, if any, and
each Selling Shareholder (excluding the Individual Shareholders), without
charge, at least one signed copy of the Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
all documents incorporated therein by reference and all exhibits (including
those incorporated by reference);

         (g) deliver to each Selling Shareholder and each underwriter, if any,
without charge, as many copies of the Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as each Selling Shareholder
may reasonably request; the Company consents to the use of the Prospectus or any
amendment or supplement thereto by each Selling Shareholder and


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the underwriters, if any, in connection with the offering and sale of the
Eligible Common Stock covered by the Prospectus or any amendment or supplement
thereto;

         (h) prior to any public offering of Eligible Common Stock, use
commercially reasonable efforts to register or qualify or cooperate with each
Selling Shareholder, the underwriters, if any, and their respective counsel in
connection with the registration or qualification of such Eligible Common Stock
for offer and sale under the securities or blue sky laws of such jurisdictions
as each Selling Shareholder or any underwriter reasonably requests in writing
and do any and all other acts or things necessary or advisable to enable the
underwriters or each Selling Shareholder, as the case may be, to consummate the
disposition in such jurisdictions of the Eligible Common Stock covered by the
Registration Statement; provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action which would subject it to general service of
process or taxation in any such jurisdiction where it is not then so subject;

         (i) cooperate with each Selling Shareholder and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing the Eligible Common Stock to be sold and not bearing
any restrictive legends; and enable such Eligible Common Stock to be in such
denominations and registered in such names as the managing underwriters or each
Selling Shareholder, as the case may be, may request at least two business days
prior to any sale of the Eligible Common Stock;

         (j) as promptly as practicable following the occurrence of any event
contemplated by Section 5(c)(v) above, use commercially reasonable efforts to
prepare a supplement or post-effective amendment to the Registration Statement
or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Eligible Common Stock, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading;

         (k) list all the Eligible Common Stock covered by the Registration
Statement on the NASDAQ National Market System or on each securities exchange or
automated quotation system, if any, on which similar securities issued by the
Company are then listed if requested by a Selling Shareholder or by the managing
underwriters and such listing is permitted under the rules of such exchange, if
any;

         (l) provide a CUSIP number for all Eligible Common Stock, not later
than the effective date of the applicable Registration Statement;

         (m) if requested by a Selling Shareholder, enter into an underwriting
agreement with an underwriter or underwriters providing for the sale of such
Eligible Common Stock in an underwritten offering which shall be customary in
form, substance and scope and shall contain customary requirements for
representations, warranties, covenants, opinions of counsel and indemnification
and contribution;


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         (n) make available for inspection by a representative of each Selling
Shareholder and an underwriter, if any, participating in any disposition
pursuant to the Registration Statement, and any attorney, accountant or other
agent retained by each Selling Shareholder or an underwriter, all relevant
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company's officers, directors and employees to answer
questions and to supply all information reasonably requested by any such
representative, underwriter, attorney, accountant or agent in connection with
such Registration Statement; provided, however, that any records, information or
documents that are designated by the Company in writing as confidential shall be
kept confidential by such representative, underwriter, attorney, accountant or
agent unless disclosure of such records, information or documents is required by
securities laws in connection with the sale of such Eligible Common Stock or by
court or administrative order; and provided, further, that, if such
representative, underwriter, attorney, accountant or agent is ordered to
disclose any of such records, documents or information, such representative,
underwriter, attorney, accountant or agent will provide the Company with prompt
written notice of such requirement so that the Company at its expense may seek a
protective order or other appropriate remedy and/or waive compliance with this
Agreement. Notwithstanding the foregoing, in the event a Selling Shareholder or
any such representative, underwriter, attorney, accountant or agent reasonably
believes that any failure to disclose at such time any of such records,
documents or information shall cause such Selling Shareholder or any such
representative, underwriter, attorney, accountant or agent to suffer any civil
or criminal penalty or be in contempt or violate such order, such Selling
Shareholder or such representative, underwriter, attorney, accountant or agent
shall not be obligated to keep such information confidential. In the event that
such protective order or other remedy is not timely obtained, or that the
Company timely waives compliance with the provisions hereof, such
representative, underwriter, attorney, accountant or agent agrees to furnish
only that portion of such records, documents or information which such
representative, underwriter, attorney, accountant or agent is legally required
to disclose in the opinion of the special counsel or counsel representing such
representative, underwriter, accountant or agent;

         (o) otherwise use commercially reasonable efforts to comply in all
material respects with all applicable rules and regulations of the SEC, and make
generally available to its security holders earnings statements no later than 45
days after the end of any 12-month period (or 90 days, if such period is a
fiscal year) commencing at the end of any fiscal quarter in which Eligible
Common Stock is sold to underwriters in an underwritten offering, which
statements shall cover said 12-month period, which earnings statements shall
satisfy the provisions of Section 11(a) of the Securities Act; and

         (p) furnish or cause to be furnished to each Selling Shareholder
(excluding the Individual Shareholders) any opinions of counsel or customary
accountants' "cold comfort" letters that might be reasonably requested by such
Selling Shareholder and/or the underwriters, if any, in connection with any
registration of Eligible Common Stock in a Registration Statement and enter into
such customary agreements and take all such other reasonable actions in
connection with such registration to expedite or facilitate the disposition of
the Eligible Common Stock as contemplated by the Registration Statement and the
related underwriting agreement contemplated by Section 5(m).

         The Company may require each Selling Shareholder (i) to furnish to the
Company such information regarding the Selling Shareholder and the distribution
of the Eligible Common Stock


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as may be required for inclusion in the Registration Statement and (ii) (A) in
connection with any Demand, to enter into an underwriting agreement in the form
and substance reasonably satisfactory to each Selling Shareholder, (B) in
connection with any registration of Piggyback Securities with respect to any
Registration Statement filed by the Company of its own accord, to enter into an
underwriting agreement in the form contemplated by Section 5(m); provided that
the Company uses commercially reasonable efforts to negotiate that the
indemnification and contribution provisions of any such underwriting agreement
be substantially as set forth in Section 7 hereof, or (C) in connection with any
other registration of Piggyback Securities, to enter into an underwriting
agreement in the form contemplated by Section 5(m).

         Each Selling Shareholder agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Section
5(c)(v) hereof, such Selling Shareholder will forthwith discontinue the offering
and disposition of Eligible Common Stock covered by such Registration Statement
or Prospectus (i) until the Selling Shareholder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(j) hereof or (ii)
until it is advised in writing (the "ADVICE") by the Company that the use of the
Prospectus may be resumed, and has received copies of any additional or
supplemental filings which are incorporated by reference in the Prospectus, and,
if so directed by the Company, each Selling Shareholder will deliver to the
Company (at the Company's expense) all copies, other than permanent file copies
then in the Selling Shareholder's possession, of the Prospectus covering such
Eligible Common Stock current at the time of receipt of such notice. In the
event the Company shall give any such notice to suspend the offering and
disposition of the Eligible Common Stock, the time periods regarding the
maintenance of the applicable Registration Statement shall be extended by the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 5(c) hereof to and including the date when the
Selling Shareholder shall have received the copies of the supplemented or
amended Prospectus contemplated by Section 5(j) hereof or the Advice.

         Notwithstanding the foregoing, (a) the Company may delay the filing of
any Registration Statement, any amendment thereof or any supplement to the
related Prospectus, and may withhold efforts to cause any Registration Statement
to become effective, and (b) in the case of an effective Registration Statement,
upon the request of the Company the holders of Eligible Common Stock
participating in such registration shall refrain from selling any shares
pursuant to such Registration Statement, if (i) the Company's Board of Directors
determines in good faith that such registration or sale would (A) interfere with
or adversely affect the negotiation or completion of any material transaction
that is being pursued by the Company at the time the Demand is made (including
without limitation an Initial Public Offering) or (B) involve initial or
continuing disclosure obligations with respect to material non-public
information not otherwise required by law or the rules and regulations of the
SEC, which disclosure would have a material adverse effect on the Company or
(ii) in the written opinion of a nationally recognized investment bank with
experience in the energy industry and reasonably acceptable to each Selling
Shareholder (excluding the Individual Shareholders), that the Company is unable
to consummate an underwritten offering on reasonable terms due to then currently
prevailing market conditions; provided however, that the duration of any such
delay or period in which shares of Eligible Common Stock may not be sold
pursuant to an effective Registration Statement shall only be for a reasonable
period of time (not to exceed a period of 180 days).


                                       11
<PAGE>   12


SECTION 6. REGISTRATION EXPENSES.

         All expenses incident to the Company's performance of or compliance
with this Agreement, including without limitation SEC, state and foreign
registration and filing fees, fees with respect to filings required to be made
with the National Association of Securities Dealers, Inc., printing expenses,
fees and disbursements of counsel for the Company and one counsel for all
Selling Shareholders (not to exceed $25,000) and of all independent certified
public accountants of the Company (including the expenses of any special audit
and "cold comfort" letters required by or incident to such performance), fees
and expenses incurred in connection with any underwritten offering (other than
fees and expenses customarily paid by underwriters, such as underwriters'
counsel expenses), fees and expenses of independent engineering reports and
other experts and the fees and expenses incurred in connection with the listing
of the securities to be registered on each securities exchange on which similar
securities issued by the Company are then listed, in connection with the Demand
Registration and Piggyback Registration will be borne by the Company whether or
not any such Registration Statement becomes effective, provided that all
underwriting discounts and selling commissions applicable to the sale of the
Eligible Common Stock and all other expenses of each Selling Shareholder
incurred in connection with the distribution of Eligible Common Stock (including
all salaries of its officers and employees and all relevant taxes, including
transfer taxes) will be borne by the Selling Shareholder.

SECTION 7. INDEMNIFICATION; CONTRIBUTION.

         (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each Person who participates as an underwriter (any such Person
being an "UNDERWRITER") and each Selling Shareholder and each of their
respective directors and officers and each other Person, if any, who controls a
Selling Shareholder or any Underwriter within the meaning of the Securities Act
as follows: (i) against any and all loss, liability, claim, damage and expense,
joint or several, whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Eligible Common Stock was
registered under the Securities Act, including all documents incorporated
therein by reference, or the omission or alleged omission therefrom of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto), including all documents incorporated therein
by reference, or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (ii) against any and
all loss, liability, claim, damage and expense whatsoever, as incurred, to the
extent of the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, if such settlement
is effected with the written consent of the Company; and (iii) against any and
all expense whatsoever, as incurred (including, subject to the provisions of
Section 7(c), fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or investigation
or proceeding by any governmental agency or body, commenced or threatened, in
each case whether or not a party, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the


                                       12
<PAGE>   13



extent that any such expense is not paid under (i) or (ii) above; provided,
however, that the Company shall not be liable in any such case to the extent
that any such loss, liability, claim, damage, liability or expense arises out of
or is based upon an untrue statement or alleged untrue statement or alleged
omission in a Prospectus, if such untrue statement or alleged untrue statement,
omission or alleged omission is corrected in an amendment or supplement to such
Prospectus and the Selling Shareholder or the Underwriter, as the case may be,
thereafter fails to deliver such Prospectus as so amended or supplemented prior
to or concurrently with the sale by the Selling Shareholder or the Underwriter,
as the case may be, of the Eligible Common Stock to the Person asserting such
loss, liability, claim, damage, or expense if the Company had furnished the
Selling Shareholder or the Underwriter, as the case may be, within a reasonable
period of time prior to such sale with the number of copies of such amended or
supplemented Prospectus requested by the Selling Shareholder or the Underwriter,
as the case may be; and provided, further, that this indemnity agreement does
not apply to the Selling Shareholder or any Underwriter with respect to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with written information furnished to the
Company by the Selling Shareholder or any Underwriter expressly for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto).

         (b) INDEMNIFICATION BY THE SELLING SHAREHOLDER. Each Selling
Shareholder agrees to indemnify and hold harmless the Company and each
Underwriter, if any, and each of their respective directors and officers
(including each officer of the Company who signed the Registration Statement),
and each other Person, if any, who controls the Company or any Underwriter
within the meaning of the Securities Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 7(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with information regarding the Selling
Shareholder furnished in writing to the Company by the Selling Shareholder
expressly for use in such Registration Statement (or any amendment thereto) or
such Prospectus (or any amendment or supplement thereto); provided, however,
that the Selling Shareholder shall not be obligated to provide such indemnity to
the extent that such losses, liabilities, claims, damages, and expenses result,
directly or indirectly, from the failure of the Company to promptly amend or
take action to correct or supplement any such Registration Statement,
Prospectus, amendment or supplement based on corrected or supplemental
information provided in writing by the Selling Shareholder to the Company
expressly for such purpose. Notwithstanding anything in this Section 7(b) to the
contrary, in no event shall the liability of the Selling Shareholder under such
indemnity be greater in an amount than the amount of the net proceeds received
by the Selling Shareholder from the sale of Eligible Common Stock in the
offering covered by such Registration Statement to which the losses,
liabilities, claims, damages, and expenses relate.

         (c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Each indemnified party
shall give reasonably prompt notice to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve it
from any liability which it may have under this indemnity agreement unless the
indemnifying party is materially prejudiced by such failure. If the indemnifying
party so elects within a reasonable time after receipt of such notice, the
indemnifying party may assume the defense


                                       13
<PAGE>   14


of such action or proceeding at such indemnifying party's own expense with
counsel chosen by the indemnifying party and approved by the indemnified parties
defendant in such action or proceeding, which approval shall not be unreasonably
withheld; provided, however, that, if such indemnified party or parties
reasonably determine that a conflict of interest exists where it is advisable
for such indemnified party or parties to be represented by separate counsel or
that, upon advice of counsel, there may be legal defenses available to them
which are different from or in addition to those available to the indemnifying
party, then the indemnifying party shall not be entitled to assume the defense
and the indemnified party or parties shall be entitled to one separate counsel
chosen by the indemnified party or parties. If an indemnifying party is not
entitled to assume the defense of such action or proceeding as a result of the
proviso to the preceding sentence, such indemnifying party's counsel shall be
entitled to conduct such indemnifying party's defense and counsel for the
indemnified party or parties shall be entitled to conduct the defense of such
indemnified party or parties, it being understood that both such counsel will
cooperate with each other to conduct the defense of such action or proceeding as
efficiently as possible. If an indemnifying party is not so entitled to assume
the defense of such action or does not assume such defense, after having
received the notice referred to in the first sentence of this paragraph, the
indemnifying party or parties will pay the reasonable fees and expenses of
counsel for the indemnified party or parties. In such event, however, no
indemnifying party will be liable for any settlement effected without the
written consent of such indemnifying party. If an indemnifying party is entitled
to assume, and assumes, the defense of such action or proceeding in accordance
with this paragraph, such indemnifying party shall not be liable for any fees
and expenses of counsel for the indemnified parties incurred thereafter in
connection with such action or proceeding.

         (d) CONTRIBUTION. If for any reason the indemnification provided for in
the preceding subsections (a) and (b) of this Section 7 is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated by such
preceding subsections, then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such
unavailability or insufficiency in proportion as is appropriate to reflect not
only the relative benefits received by the indemnified party and the
indemnifying party, but also the relative fault of the indemnified party and the
indemnifying party, as well as any other relevant equitable considerations,
provided that a Selling Shareholder shall not be required to contribute in any
amount greater than the dollar amount of the net proceeds received by such
Selling Shareholder with respect to the sale of any Eligible Common Stock. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11
(f) of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.

         (e) INVESTIGATION. Such indemnity provided in this Section 7 shall
remain in full force and effect regardless of any investigation made by or on
behalf of a Selling Shareholder, the Underwriter, or such director, officer or
controlling Person of a Selling Shareholder or the Underwriter, or by or on
behalf of the Company, its officers or directors or any other Person controlling
the Company and shall survive the transfer of such securities by a Selling
Shareholder.


                                       14
<PAGE>   15


SECTION 8. RULE 144 AND RULE 144A.

         The Company covenants that at all times for Rule 144A and after the
Initial Public Offering for Rule 144 it will provide the information required
pursuant to Rule 144A and Rule 144 under the Securities Act upon the request of
a Selling Shareholder, and it will take such further action as a Selling
Shareholder may reasonably request, including, without limitation, the timely
filing of all reports as required with the SEC in order to enable such Selling
Shareholder, if it so elects to utilize Rule 144 or Rule 144A, and the removal
of any restrictive legends all to the extent required from time to time to
enable such Selling Shareholder to sell its Eligible Common Stock without
registration under the Securities Act within the limitations of the exemptions
provided by Rule 144 and Rule 144A under the Securities Act, as such Rules may
be amended from time to time or any similar rules or regulations hereafter
adopted by the SEC. Upon the request of a Selling Shareholder, the Company will
deliver to such Selling Shareholder a written statement as to whether it has
complied with such requirements.

SECTION 9. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

         (a) The investment banker or investment bankers and manager or
managers, if any, that will administer the registration of the Eligible Common
Stock pursuant to a Demand made by the Evercore Entities will be selected by the
Evercore Entities, subject to the consent of the Company, which consent shall
not be unreasonably withheld; provided that, for an Initial Public Offering that
results from a Demand made by the Evercore Entities, the Company will select the
investment banker or investment bankers and manager or managers, subject to the
consent of the Evercore Entities, which consent shall not be unreasonably
withheld.

         (b) The Company will not permit any other Person to participate in any
underwritten registration hereunder unless such Person (x) agrees to sell such
Person's securities on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (y)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements. Nothing in this Section 9 shall be construed to
create any additional rights regarding the registration of Eligible Common Stock
in any Person otherwise than as set forth herein.

SECTION 10. MISCELLANEOUS.

         (a) NO INCONSISTENT AGREEMENTS. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
which is inconsistent with the rights granted to any Selling Shareholder in this
Agreement or otherwise conflicts with the provisions hereof.

         (b) AMENDMENTS AND WAIVERS. This Agreement may be amended, modified,
superseded or canceled and any of the terms may be waived only by a written
instrument executed by the Company, the Evercore Entities, EIF and holders of a
majority of the Securities owned by the Individual Shareholders or, in the case
of a waiver, by whichever party is waiving compliance, in


                                       15
<PAGE>   16


which case the consent of holders of a majority of the Securities owned by the
Individual Shareholders is required to effect a waiver on behalf of the
Individual Shareholders.

         (c) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing and shall be delivered by hand, by
nationally recognized courier service, by facsimile transmission, receipt
certified mail (postage paid, return receipt requested, if
available).

         Each such notice, request or communication shall be effective (A) if
delivered by hand or by nationally recognized courier service, when delivered,
(B) if given by fax, when such fax is transmitted, and the appropriate
confirmation is received, or (C) if by certified mail, upon mailing.

         (d) ASSIGNMENT OF REGISTRATION RIGHTS. Except as otherwise provided
below, no party may assign this Agreement or any of the rights and obligations
of the parties hereunder without the prior written consent of the other parties:

                  (i) the Evercore Entities, EIF or any Individual Stockholder
         may assign to a Permitted Transferee the right to demand or participate
         in any registration of Eligible Common Stock pursuant to Section 3
         hereof;

                  (ii) the Evercore Entities may assign this Agreement and all
         of its rights and obligations hereunder to a Permitted Transferee who
         acquires from the Evercore Entities all of the shares of Eligible
         Common Stock owned by the Evercore Entities; or

                  (iii) any party may assign this Agreement and all its rights
         and obligations under this Agreement to the assignee of all or
         substantially all of the assets of such party including an acquisition
         through merger, provided that such party shall in no event be released
         from its obligations hereunder without the prior written consent of the
         other party.

         (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (f) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (g) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
SUCH JURISDICTION'S CONFLICTS OF LAW PROVISIONS.

         (h) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


                                       16
<PAGE>   17


         (i) ENTIRE AGREEMENT. This Agreement is intended by the parties as a
final expression of their agreement and intended to be complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

         (j) SPECIFIC PERFORMANCE. The Company recognizes that money damages may
be inadequate to compensate the Evercore Entities or EIF for a breach by the
Company of its obligations under this Agreement, and the Company agrees that in
the event of such a breach the Evercore Entities or EIF, as applicable, may
apply for an injunction of specific performance or the granting of such other
equitable remedies as may be awarded by a court of competent jurisdiction in
order to afford such Person the benefits of this Agreement and that the Company
shall not object to such application, entry of such injunction or granting of
such other equitable remedies on the grounds that money damages will be
sufficient to compensate such Person.

         (k) LIMITATION OF LIABILITY. In no event shall any direct or indirect
member, stockholder, officer, director, partner or other representative of the
Evercore Entities, EIF or the Company or any of their Affiliates be personally
liable for any obligation of the Evercore Entities, EIF or the Company under
this Agreement. In no event shall recourse with respect to the obligations under
this Agreement of the Evercore Entities, EIF or the Company be had to the assets
or business of any person other than the Evercore Entities, EIF or the Company.




                           [SIGNATURE PAGE TO FOLLOW]

                                       17

<PAGE>   18



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.


ENERGY PARTNERS, LTD.


By:
      ---------------------------------
      Name:  Richard A. Bachmann
      Title: President


EVERCORE CAPITAL PARTNERS, L.P.


By:
      ---------------------------------
      Name:
      Title:


EVERCORE CAPITAL PARTNERS (NQ) L.P.


By:
      ---------------------------------
      Name:
      Title:


EVERCORE CAPITAL OFFSHORE PARTNERS L.P.


By:
      ---------------------------------
      Name:
      Title:


ENERGY INCOME FUND, LP


By:
      ---------------------------------
      Name:
      Title:


               [SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>   19



-----------------------------------
Richard Bachmann


-----------------------------------
Wayne Greenwalt


-----------------------------------
William O. Hiltz


-----------------------------------
John McCandless


-----------------------------------
Don Olson


-----------------------------------
James Orth


-----------------------------------
Louis Willhoit, Jr.


-----------------------------------
Jean Stallard


-----------------------------------
Clinton Coldren


-----------------------------------
Ken Smith


-----------------------------------
Thomas DeBrock


               [SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]

<PAGE>   20


-----------------------------------
Ken Meyers


-----------------------------------
John Phillips


-----------------------------------
Eamon Kelly


-----------------------------------
Harold Carter



               [SIGNATURE PAGES TO REGISTRATION RIGHTS AGREEMENT]