Exhibit 10.5


 


Execution Version


 


ELEVENTH AMENDMENT AND WAIVER TO SECOND
AMENDED AND RESTATED

FIRST LIEN CREDIT AGREEMENT


 


This ELEVENTH AMENDMENT
AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated effective as of July 31,
2015 (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, and by the Tenth Amendment to Second Amended and Restated Credit Agreement (the “Tenth
Amendment”) dated as of March 3, 2015, (as amended, supplemented, amended and restated or otherwise modified from
time to time, the “First Lien Credit Agreement”);


 


WHEREAS, the Borrower
intends to directly or indirectly acquire all of the interests in its Affiliate M21K, LLC pursuant to a transaction described to
the Lenders by the Borrower (the “M21K Acquisition”);


 


WHEREAS, the Borrower
intends to directly or indirectly acquire certain assets of John L. Soilean, Inc. pursuant to a transaction described to the Lenders
by the Borrower (the “JLS Acquisition”);


 


WHEREAS, the Borrower
intends to dispose of the assets known as the East Cameron Pipeline pursuant to a transaction described to the Lenders by the Borrower
(the “East Cameron Pipeline Disposition”);


 




     


     


    

 


WHEREAS, the Borrower
requests a waiver of the provisions of Section 7.2.9 and Section 7.2.12 of the First Lien Credit Agreement to permit
the M21K Acquisition;


 


WHEREAS, the Borrower
requests a waiver of the provisions of Section 7.2.9 of the First Lien Credit Agreement to permit the JLS Acquisition;


 


WHEREAS, the Borrower
requests a waiver of the provisions of Section 7.2.10 of the First Lien Credit Agreement to permit the East Cameron Pipeline
Disposition;


 


WHEREAS, the Borrower
requests that the Lenders amend the First Lien Credit Agreement in certain respects;


 


WHEREAS, upon the terms
and conditions set forth in this Amendment the Administrative Agent and the Required Lenders will grant the waivers requested by
the Borrower in connection with the M21K Acquisition, the JLS Acquisition and the East Cameron Pipeline Disposition and the amendments
to the First Lien Credit Agreement set forth below;


 


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.


 


(a)          Upon
the conditions that (i) after giving effect to the M21K Acquisition no Default, Borrowing Base Deficiency or EPL Borrowing
Base Deficiency shall have occurred and be continuing, (ii) the M21K Acquisition shall occur on or before September 30, 2015,
and (iii) that within ten (10) Business Days of the consummation of the M21K Acquisition, M21K, LLC shall execute and deliver
to the Administrative Agent (A) supplement to the Subsidiary Guaranty, the Borrower Pledge and Security Agreement and Mortgages
or Mortgage Amendments with respect to its Property as provided pursuant to Section 7.1.8 of the First Lien Credit Agreement
and (B) Control Agreements with respect to its Deposit Accounts in form and substance satisfactory to the Administrative Agent,
the Required Lenders hereby waive the requirements of Sections 7.2.9(d)(ii) and (iii) and 7.2.12 of the First Lien Credit
Agreement to the extent, but only to the extent, necessary to permit the M21K Acquisition upon the terms previously described by
the Borrower to the Lenders. The waiver in this clause (a) does not constitute a waiver of any provision of the First Lien
Credit Agreement or any other Loan Document other than a waiver of Sections 7.2.9(d)(ii) and (iii) and 7.2.12 of the First
Lien Credit Agreement and, except to the extent necessary to permit the M21K Acquisition, this clause (a) does not constitute
a waiver of Section 7.2.9(d)(ii) and (iii) or 7.2.12 of the First Lien Credit Agreement.


 




    	 	-2-	-Eleventh Amendment and Waiver-



     


    

 


(b)          Upon
the conditions that (i) after giving effect to the JLS Acquisition no Default, Borrowing Base Deficiency or EPL Borrowing
Base Deficiency shall have occurred and be continuing and (ii) the JLS Acquisition shall occur on or before September 30, 2015,
the Required Lenders hereby waive the requirements of Section 7.2.9(d)(ii) and (iii) of the First Lien Credit Agreement to
the extent, but only to the extent, necessary to permit the JLS Acquisition. The waiver in this clause (b) 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 7.2.9(d)(ii)
and (iii) of the First Lien Credit Agreement and, except to the extent necessary to permit the JLS Acquisition, does not constitute
a waiver of Section 7.2.9(d)(ii) and (iii) of the First Lien Credit Agreement.


 


(c)          Upon
the conditions that (i) after giving effect to the East Cameron Pipeline Disposition no Default, Borrowing Base Deficiency
or EPL Borrowing Base Deficiency shall have occurred and be continuing and (ii) the East Cameron Pipeline Disposition shall
occur on or before September 30, 2015, the Required Lenders hereby waive the requirements of Section 7.2.10(g) of
the First Lien Credit Agreement to the extent, but only to the extent, necessary to permit the East Cameron Pipeline Disposition
pursuant to such 7.2.10(g). The waiver in this clause (c) 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 7.2.10(g) of the First Lien Credit Agreement and,
except to the extent necessary to permit the East Cameron Pipeline Disposition pursuant to such 7.2.10(g), does not constitute
a waiver of Section 7.2.10(g) of the First Lien Credit Agreement.


 


Section 3.          Amendments
to First Lien Credit Agreement. Effective on the Effective Date, the Administrative Agent and the Required Lenders hereby amend
the First Lien Credit Agreement as follows:


 


(a)          The
definition of “Borrower Pledge and Security Agreement” in Section 1.01 of the First Lien Credit Agreement is hereby
amended by replacing it in its entirety with the following: “means the Amended and Restated First Lien Pledge and Security
Agreement and Irrevocable Proxy executed and delivered by an Authorized Officer of the Borrower and each Subsidiary Guarantor other
than the EPL Obligors, substantially in the form of Exhibit G-1 hereto, as amended, supplemented, amended and restated or otherwise
modified from time to time.”


 


(b)          The
definition of “EPL Pledge and Security Agreement” in Section 1.01 of the First Lien Credit Agreement is hereby amended
by replacing it in its entirety with the following: “means the Amended and Restated Pledge and Security Agreement and Irrevocable
Proxy executed and delivered by an Authorized Officer of EPL and each Subsidiary of EPL, substantially in the form of the Borrower
Pledge and Security Agreement (with such modifications thereto as are reasonably acceptable to the Administrative Agent) as amended,
supplemented, amended and restated or otherwise modified from time to time.”


 


(c)          The
definition of “Letter of Credit Commitment Amount” in Section 1.01 of the First Lien Credit Agreement is hereby
amended by adding the following phrase to the end of such definition:  “; provided that notwithstanding the foregoing,
until August 31, 2015, such maximum amount shall be $305,000,000.”


 




    	 	-3-	-Eleventh Amendment and Waiver-



     


    

 


(d)          The
definition of “Security Agreement” in Section 1.01 of the First Lien Credit Agreement is hereby amended by replacing
it in its entirety with the following: “means the Intermediate Holdco Pledge Agreement, the Borrower Pledge and Security
Agreement, substantially in the form of Exhibit G-1 or G-2 hereto (as the case may be) and the EPL Pledge and Security Agreement,
substantially in a form reasonably satisfactory to the Administrative Agent, together with any other pledge or security agreements
delivered pursuant to the terms of this Agreement, in each case as amended, supplemented, amended and restated or otherwise modified
from time to time.”


 


(e)          The
definition of “Subsidiary Pledge and Security Agreement” in Section 1.01 of the First Lien Credit Agreement is hereby
deleted.


 


(f)          Section 7.2.10(c)
of the First Lien Credit Agreement is amended by adding the phrase “and reassignments of acreage pursuant to farm in agreements
entered into in the ordinary course of business on customary industry terms, provided that in the reasonable determination of the
Administrative Agent such reassigned acreage does not have a Borrowing Base value in excess of $250,000 or $1,000,000 in the aggregate
for all such acreage so reassigned during any calendar year,” to the end of such Section before the semicolon.


 


(g)          Items
6.19 and 6.22 of the Disclosure Schedule and Exhibits A-1, A-2, A-3, B-1, B-2, C, D, E and J of the First Lien Credit Agreement
are each amended and restated in their entirety to be in the form of Annex I and Exhibits A-1, A-2, A-3, B-1, B-2, C,
D, E, G-1 and J, respectively, to this Amendment.


 


Section 4.          Conditions
to Effectiveness. This Amendment 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 Amendment, no Default, Event of Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency shall
have occurred and be continuing.


 


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


 


(a)          the
representations and warranties of the Obligors contained in the Loan Documents are true and correct in all material respects, other
than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in
all material respects as of such earlier date;


 




    	 	-4-	-Eleventh Amendment and Waiver-



     


    

 


(b)          the
execution, delivery and performance by the Borrower, EPL and each other Obligor of this Amendment and the other Loan Documents
have been duly authorized by all necessary corporate or other action required on their part and this Amendment, 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;


 


(c)          neither
the execution, delivery and performance of this Amendment by the Borrower and EPL, the performance by them of the First Lien Credit
Agreement as waived 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;


 


(d)          no
Material Adverse Effect has occurred since December 31, 2014; and


 


(e)          no
Default, Event of Default, Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing.


 


Section 6.          Loan
Document; Ratification.


 


(a)          This
Amendment 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 hereby and each of the other Loan Documents including without limitation
all Mortgages, Security Agreements, Guaranties, Control Agreements and other Security Documents, to which it is a party.


 


Section 7.          Costs
and Expenses. As provided in Section 10.3 of the First Lien Credit Agreement, the Borrower and EPL agree to reimburse
Administrative Agent 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 Amendment and any other agreements, documents,
instruments, releases, terminations or other collateral instruments delivered by the Administrative Agent in connection with this
Amendment.


 


Section 8.          GOVERNING
LAW. THIS AMENDMENT 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.


 




    	 	-5-	-Eleventh Amendment and Waiver-



     


    

 


Section 9.          Severability.
Any provision of this Amendment 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 Amendment
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


Section 10.         Counterparts.
This Amendment 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 Amendment 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. Except to the extent expressly set forth in Section 2 hereof, the execution, delivery and effectiveness of this Amendment
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. 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.


 


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.


 


Section 13.         Successors
and Assigns. This Amendment 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.


 




    	 	-6-	-Eleventh Amendment and Waiver-



     


    

 


Section 14.         Entire
Agreement. THIS AMENDMENT, 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)


 




    	 	-7-	-Eleventh Amendment and Waiver-



     


    

 


In Witness Whereof, the
parties hereto have caused this Amendment 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


 




    	 	Signature – Page 1
	-Eleventh Amendment and Waiver-



     


    

 


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


 




    	 	Signature – Page 2
	-Eleventh Amendment and Waiver-



     


    

 


	 	Wells Fargo Bank, N.A., as the Administrative Agent, an Issuer and a Lender
	 	 
	 	By:	/s/ Dalton Harris
	 	 	Name:  Dalton Harris
	 	 	Title:   Assistant Vice President


 




    	 	Signature – Page 3
	-Eleventh Amendment and Waiver-



     


    

 


	 	AMEGY BANK NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	/s/ G. Scott Collins
	 	 	Name:  G. Scott Collins
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 4
	-Eleventh Amendment and Waiver-



     


    

 


	 	THE BANK OF NOVA SCOTIA, as Lender
	 	 
	 	By:	/s/ Alan Dawson
	 	 	Name:  Alan Dawson
	 	 	Title:  Director
	 	 	 
	 	SCOTIABANC INC., as Lender
	 	 
	 	By:	/s/ J.F. Todd
	 	 	Name:  J.F. Todd
	 	 	Title:  Managing Director


 




    	 	Signature – Page 5
	-Eleventh Amendment and Waiver-



     


    

 


	 	TORONTO DOMINION (TEXAS) LLC, as Lender
	 	 
	 	By:	/s/ Savo Bozic
	 	 	Name:  Savo Bozic
	 	 	Title:  Authorized Signatory


 




    	 	Signature – Page 6
	-Eleventh Amendment and Waiver-



     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	/s/ Robert James
	 	 	Name:  Robert James
	 	 	Title:  Director


 




    	 	Signature – Page 7
	-Eleventh Amendment and Waiver-



     


    

 


	 	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


 




    	 	Signature – Page 8
	-Eleventh Amendment and Waiver-



     


    

 


	 	BARCLAYS BANK PLC, as Lender
	 	 
	 	By:	/s/ May Huang
	 	 	Name:  May Huang
	 	 	Title:  Assistant Vice President


 




    	 	Signature – Page 9
	-Eleventh Amendment and Waiver-



     


    

 


	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
	 	 
	 	By:	/s/ Nupur Kumar
	 	 	Name:  Nupur Kumar
	 	 	Title:  Authorized Signatory
	 	 	 
	 	By:	/s/ Lingzi Huang
	 	 	Name:  Lingzi Huang
	 	 	Title:  Authorized Signatory


 




    	 	Signature – Page 10
	-Eleventh Amendment and Waiver-



     


    

 


	 	ING CAPITAL LLC, as Lender
	 	 
	 	By:	/s/ Juli Bieser
	 	 	Name:  Juli Bieser
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ Charles Hall
	 	 	Name:  Charles Hall
	 	 	Title:  Managing Director


 




    	 	Signature – Page 11
	-Eleventh Amendment and Waiver-



     


    

 


	 	REGIONS BANK, as Lender and as Swing Line Lender
	 	 
	 	By:	/s/ Kelly L. Elmore III
	 	 	Name:  Kelly L. Elmore III
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 12
	-Eleventh Amendment and Waiver-



     


    

 


	 	CITIBANK, N.A., as Lender
	 	 
	 	By:	/s/ Peter Kardos
	 	 	Name:  Peter Kardos
	 	 	Title:  Vice President


 




    	 	Signature – Page 13
	-Eleventh Amendment and Waiver-



     


    

 


	 	UBS AG, STAMFORD BRANCH, as Issuer and Lender
	 	 
	 	By:	/s/ Darlene Arias
	 	 	Name:  Darlene Arias
	 	 	Title:  Director
	 	 	 
	 	By:	/s/ Denise Bushee
	 	 	Name:  Denise Bushee
	 	 	Title:  Associate Director


 




    	 	Signature – Page 14
	-Eleventh Amendment and Waiver-



     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
	 	 
	 	By:	/s/ Benjamin Souh
	 	 	Name:  Benjamin Souh
	 	 	Title:  Vice President
	 	 	 
	 	By:	/s/ Keith C. Braun
	 	 	Name:  Keith C. Braun
	 	 	Title:  Managing Director


 




    	 	Signature – Page 15
	-Eleventh Amendment and Waiver-



     


    

 


	 	COMMONWEALTH BANK OF AUSTRALIA, as Lender
	 	 
	 	By:	/s/ Jonathan Verlander
	 	 	Name:  Jonathan Verlander
	 	 	Title:  Head of Reserve Based Lending Americas


 




    	 	Signature – Page 16
	-Eleventh Amendment and Waiver-



     


    

 


	 	COMERICA BANK, as Lender
	 	 
	 	By:	/s/ Jeffery Treadway
	 	 	Name:  Jeffery Treadway
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 17
	-Eleventh Amendment and Waiver-



     


    

 


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


 




    	 	Signature – Page 18
	-Eleventh Amendment and Waiver-



     


    

 


	 	ABN AMRO CAPITAL USA LLC, as Lender
	 	 
	 	By:	/s/ Vincent Lisanti
	 	 	Name:  Vincent Lisanti
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ Kaylan Hopson
	 	 	Name:  Kaylan Hopson
	 	 	Title:  Vice President


 




    	 	Signature – Page 19
	-Eleventh Amendment and Waiver-



     


    

 


	 	SUMITOMO MITSUI BANKING CORPORATION, as Lender
	 	 
	 	By:	/s/ Ryo Suzuki
	 	 	Name:  Ryo Suzuki
	 	 	Title:  General Manager


 




    	 	Signature – Page 20
	-Eleventh Amendment and Waiver-



     


    

 


	 	KEYBANK NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	/s/ George E. McKean
	 	 	Name:  George E. McKean
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 21
	-Eleventh Amendment and Waiver-



     


    

 


	 	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


 




    	 	Signature – Page 22
	-Eleventh Amendment and Waiver-



     


    

 


	 	WHITNEY BANK, as Lender
	 	 
	 	By:	/s/ Liana Tchernysheva
	 	 	Liana Tchernysheva
	 	 	Senior Vice President


 




    	 	Signature – Page 23
	-Eleventh Amendment and Waiver-



     


    

 


	 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as Lender
	 	 
	 	By:	/s/ Trudy Nelson
	 	 	Name:  Trudy Nelson
	 	 	Title:  Authorized Signatory
	 	 	 
	 	By:	/s/ William M. Reid
	 	 	Name:  William M. Reid
	 	 	Title:  Authorized Signatory


 




    	 	Signature – Page 24
	-Eleventh Amendment and Waiver-



     


    

 


	 	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


 




    	 	Signature – Page 25
	-Eleventh Amendment and Waiver-



     


    

 


	 	IBERIABANK, as Lender
	 	 
	 	By:	/s/ Tyler S. Thoem
	 	 	Name:  Tyler S. Thoem
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 26
	-Eleventh Amendment and Waiver-



     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as Lender
	 	 
	 	By:	/s/ Denise He
	 	 	Name:  Denise He
	 	 	Title:  Assistant Vice President


 




    	 	Signature – Page 27
	-Eleventh Amendment and Waiver-



     


    

 


	 	THE ROYAL BANK OF SCOTLAND, plc, as Lender
	 	 
	 	By:	 
	 		Name:
	 		Title:


 




    	 	Signature – Page 28
	-Eleventh Amendment and Waiver-



     


    

 


	 	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


 




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	 	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


 




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	 	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


 




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	-Eleventh Amendment and Waiver-



     


    

 


	 	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 FIRST LIEN CREDIT AGREEMENT:
	 	 
	 	ENERGY XXI USA, INC.
	 	 
	 	By:	/s/ Antonio de Pinho
	 	 	Name:  Antonio de Pinho
	 	 	Title:  President


 




    	 	Signature – Page 32
	-Eleventh Amendment and Waiver-