ex10_8.htm


     

    Exhibit 10.8

     


    
      	
              Richard
      A. Bachmann

              Chairman
      and

              Chief
      Executive Officer

            	
              

            	
              Direct
      (504)799-1944

              Fax:
      (504)569-1874

              bachmann@eplweb.com

            


    

    
      


    

    
      
        

      



    


    November
12, 2008

    


    


    


    Mr.
Thomas DeBrock

    102
Audubon Lane

    Mandeville,
LA 70471

    


    Dear
Tom:

     

    By a letter agreement dated November
29, 2007 (the “Letter Agreement”), Energy Partners, Ltd. (the “Company”) agreed
to pay you certain benefits subject to the terms and conditions set forth in the
Letter Agreement. We have now decided to amend the Letter Agreement to delete
the definition of “Good Reason” appearing in Exhibit A to the Letter Agreement
and substitute the following definition of “Good Reason”:

     

     “‘Good Reason’ for termination
shall exist if, without your consent, any of the following events
occur:

     

    (i)  a
reduction in your base salary, or the elimination or significant reduction of a
material benefit under any employee benefit plan or program of the Company or
any of its subsidiaries in which you participate, other than an elimination or
reduction that affects other senior executive officers in a similar
way;

     

    (ii)  the
loss of any of your titles or positions, a significant diminution in your duties
and responsibilities or the assignment to you of duties and responsibilities
inconsistent with your titles or positions; or

     

    (iii)  any
requirement that you relocate to an office which is more than 35 miles in
driving distance from the office at which you are employed immediately prior to
the Change of Control.

     

    Notwithstanding
the foregoing, if the Company ceases to be a public company, an event otherwise
described in clause (ii) above shall not be deemed to have occurred merely
because your title, position, duties or responsibilities are changed in
connection with the Company’s ceasing to be a public company, provided your
authority, functions, duties and responsibilities otherwise remain substantially
the same as the authority, functions, duties and responsibilities of a person
with your position (determined before the change) within a comparably sized
independent private energy company.

     

    A
termination of employment by you shall not be considered to be for Good Reason
unless (i) you provide written notice to the Company of the existence of the
condition constituting Good Reason and the Company fails to remedy the condition
within

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    thirty
(30) days after receiving such notice and (ii) the termination of employment
occurs within sixty (60) days after you have knowledge of the event constituting
Good Reason.”

     

    


     

    Except as
modified by this letter, the Letter Agreement will remain in full force and
effect in accordance with its terms.

     

    By
signing this letter, you agree to the amendment of the Letter Agreement set
forth in this letter.

     

    Sincerely,

     

    /s/ Richard A.
Bachman

    Richard
A. Bachman

    Chairman
and

    Chief
Executive Officer

     

    


     

    ACCEPTED
AND AGREED

    This 13th
day of November 2008

     

     

    /s/ Thomas
DeBrock

    
      	
              Thomas
      DeBrock