exv10w1






EXHIBIT 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (herein called this “Amendment”) dated as of
June 16, 2010, among ENERGY PARTNERS, LTD., a Delaware corporation (“Borrower”), GENERAL
ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, “Administrative
Agent”), and the financial institutions or other entities from time to time party to the Credit
Agreement referred to below (collectively, “Lenders”).



WITNESSETH:




     WHEREAS, Borrower, Administrative Agent and Lenders entered into that certain Credit Agreement
dated as of September 21, 2009 (as from time to time supplemented, amended, or restated, the
“Original Agreement”) for the purpose and consideration therein expressed, whereby Lenders
became obligated to make loans to Borrower as therein provided; and



     WHEREAS, Borrower, Administrative Agent and Lenders desire to amend the Original Agreement as
set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans which have been
heretofore and may hereafter be made by Lenders to Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do
hereby agree as follows:



ARTICLE I — DEFINITIONS AND REFERENCES




     Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



     Section 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to them in this
Section 1.2.




     “Amendment” means this First Amendment to Credit Agreement.




     “Amendment Documents” means this Amendment, the Consent and Agreement of the
Guarantors relating to this Amendment, and all other documents or instruments delivered in
connection herewith or therewith.




     “Credit Agreement” means the Original Agreement as amended hereby.



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ARTICLE II — AMENDMENTS AND CONSENTS




     Section 2.1. Definitions.




     (a) The table set forth in the definition of “Base Rate Margin” set forth in Section
1.1 of the Original Agreement is hereby amended in its entirety to read as follows:



	 	 	 
	Applicable Utilization Level	 	Base Rate Margin
	Level I
	 	4.25%
	Level II
	 	4.00%
	Level III
	 	3.75%







     (b) The table set forth in the definition of “Commitment Fee Rate” set forth in Section
1.1 of the Original Agreement is hereby amended in its entirety to read as follows:



	 	 	 
	Applicable Utilization Level	 	Commitment Fee Rate
	Level I
	 	1.00%
	Level II
	 	1.00%
	Level III
	 	1.00%







     (c) The table set forth in the definition of “Eurodollar Margin” set forth in Section
1.1 of the Original Agreement is hereby amended in its entirety to read as follows:



	 	 	 
	Applicable Utilization Level	 	Eurodollar Margin
	Level I
	 	5.25%
	Level II
	 	5.00%
	Level III
	 	4.75%






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     (d) The reference to “applicable Interest Period” in the first sentence of the
definition of “Eurodollar Base Rate” set forth in Section 1.1 of the Original Agreement is
hereby amended to refer instead to “applicable Interest Period (provided, with
respect to determining such offered rate for any one month Interest Period, such applicable
Interest Period shall be a three-month period)”.




     (e) The reference to “three or six months” in the definition of “Interest Period” set
forth in Section 1.1 of the Original Agreement is hereby amended to refer instead to “one,
three or six months”.




     (f) The definitions of “Revolver Termination Date”, “Term Commitment” and “Term
Maturity Date” set forth in Section 1.1 of the Original Agreement are hereby amended in
their entirety to read as follows:




     “Revolver Termination Date” means the date that is three years from the First
Amendment Effective Date.




     “Term Commitment” means each Lender’s obligation to make a Term Loan on the
First Amendment Effective Date to the Borrower pursuant to Section 2.1(b) in an aggregate
principal amount not to exceed the amount set forth opposite such Lender’s name on the
Lenders Schedule.




     “Term Maturity Date” means the date that is six months from the First Amendment
Effective Date.




     (g) The following definitions are hereby added to Section 1.1 of the Original Agreement
in alphabetical order to read as follows:




     “First Amendment” means that certain First Amendment to Credit Agreement dated
as of June 16, 2010 among Borrower, Administrative Agent and the Lenders party thereto.




     “First Amendment Effective Date” has the meaning given it in the First
Amendment.




     “Original Term Lenders” means the lenders who made the Original Term Loans.




     “Original Term Loans” means the term loans made by the Original Term Lenders to
Borrower on the Closing Date in the original aggregate principal amount of $25,000,000.



     Section 2.2. Term Loan Commitment to Lend; Term Notes. Clause (b) of Section 2.1 of
the Original Agreement is hereby amended in its entirety to read as follows:




     (b) Subject to the terms and conditions hereof, on the First Amendment Effective Date,
each Lender agrees to make a loan to Borrower (herein called such Lender’s “Term
Loans”) in an aggregate amount not to exceed such Lender’s Term



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Commitment. Amounts borrowed under this Section 2.1(b) and repaid or prepaid may not
be reborrowed. Term Loans may be Base Rate Loans or Eurodollar Loans, as further provided
herein. The obligation of Borrower to repay to each Lender the aggregate amount of all Term
Loans made by such Lender, together with interest accruing in connection therewith, shall be
evidenced by a single promissory note (herein called such Lender’s “Term Note”) made
by Borrower payable to the order of such Lender in the form of Exhibit A-2 with appropriate
insertions.



     Section 2.3. Use of Proceeds. The first sentence of Section 2.4 of the Original
Agreement is hereby deleted in its entirety and replaced with the following two sentences:




Borrower shall use the proceeds of the Term Loans on the First Amendment Effective Date to
(i) refinance the outstanding balance of the Original Term Loans as of such date and (ii)
partially prepay the Permitted Subordinated Indebtedness. Borrower shall use the proceeds
of the Revolver Loans to (i) partially prepay the Permitted Subordinated Indebtedness on the
First Amendment Effective Date, (ii) pay fees and expenses incurred pursuant to this
Agreement, the First Amendment and the prepayment of the Permitted Subordinated Indebtedness
and the transactions related to and occurring in connection with any of the foregoing, and
(iii) provide working capital for its operations and for other general business purposes.



     Section 2.4. Mandatory Prepayments. Clause (e) of Section 2.7 of the Original
Agreement is hereby amended in its entirety to read as follows:




     (e) Beginning on the date that is one calendar month after the First Amendment
Effective Date and on the same date of each month thereafter until, but excluding, the Term
Maturity Date, Borrower shall repay the Term Loans in a principal amount of $4,166,666.66
(the “Monthly Term Repayment”), and on the Term Maturity Date, Borrower shall repay
the remaining outstanding principal amount of the Term Loans.



     Section 2.5. Event of Default. Clause (l)(iii) of Section 8.1 of the Original
Agreement is hereby amended in its entirety to read as follows:




     (iii) any Restricted Person shall state in writing that any of the events described in
clause (i) or (ii) above shall have occurred;



     Section 2.6. Lenders Schedule. Schedule 4 to the Original Agreement is hereby amended
in its entirety to read as set forth on Schedule 4 attached hereto.



     Section 2.7. Refinancing of Original Term Loans; Waiver of Prepayment Fee. In
connection with the refinancing of the Original Term Loans on the First Amendment Effective Date,
each Original Term Lender hereby waives any prepayment fee due pursuant to Section 2.5(f) of the
Credit Agreement with respect thereto; provided, if in connection with such refinancing
Borrower prepays any Eurodollar Loan on any day other than the last day of the Interest Period
applicable thereto, Borrower shall, as provided in Section 2.6 of the Credit Agreement, pay to
Original Term Lenders any amounts due under Section 3.2.



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     Section 2.8. Consent to Prepayment of Permitted Subordinated Indebtedness. Borrower
desires to prepay in full at par on the First Amendment Effective Date all outstanding principal of
the Permitted Subordinated Indebtedness, in the amount of approximately $64,507,117, and accrued
and unpaid “payment-in-kind” interest thereon in the amount of approximately $6,300,000. In order
to avoid any violation of Section 7.6 of the Credit Agreement and Section 2.6 of the Subordination
Agreement that would constitute an Event of Default under the Credit Agreement, Borrower has
requested that Lenders consent to such prepayment. Lenders hereby consent to the proposed
prepayment on the First Amendment Effective Date of such outstanding Permitted Subordinated
Indebtedness, and agree that such prepayment shall not result in violations of Section 7.6 of the
Credit Agreement and Section 2.6 of the Subordination Agreement, provided, contemporaneous
with such prepayment Administrative Agent shall have received evidence on the First Amendment
Effective Date that (i) the Permitted Subordinated Credit Agreement is being terminated; (ii) all
other documents with respect to the Permitted Subordinated Indebtedness, and all guarantees with
respect thereto, are being terminated (except as to any provisions which may survive to the extent
provided therein) and are of no further force and effect; and (iii) any and all security interests
and Liens on any and all assets owned by the Restricted Persons securing the Permitted Subordinated
Indebtedness are terminated and released.



     Section 2.9. Borrowing Base. During the period from the date hereof to the first
Determination Date hereafter, the Borrowing Base shall be maintained at $70,000,000. It is
understood and agreed that the Borrowing Base reaffirmation provided for herein shall constitute
the Scheduled Determination of the Borrowing Base scheduled to occur on or about May 1, 2010 for
the purposes of Section 2.9(a) of the Credit Agreement.



ARTICLE III — CONDITIONS OF EFFECTIVENESS




     Section 3.1. Conditions to Effectiveness of Amendment. Except for Sections 2.8 and
2.9 hereof, which are effective upon the execution hereof by all parties hereto, this Amendment
shall become effective (such date being the “First Amendment Effective Date”) when and only
when Administrative Agent shall have given notice to Borrower that the following conditions have
been satisfied or waived:




     (a) Amendment Documents. Administrative Agent shall have received counterparts
of this Amendment and the other Amendment Documents, each of which shall be originals or
telecopies (followed promptly by originals) each properly executed by each Lender and by a
Responsible Officer of the signing Restricted Person, each dated the date hereof and each in
form and substance satisfactory to Administrative Agent.




     (b) Resolutions, Good Standing Certificates. Administrative Agent shall have
received (i) resolutions of the Board of Directors or similar governing body of Borrower and
each Guarantor approving and authorizing the execution, delivery and performance of this
Amendment and the other Amendment Documents to which it is a party, certified as of the
First Amendment Effective Date hereof by an Responsible Officer as being in full force and
effect without modification or amendment; (ii) an existence and good standing certificate
from the applicable Governmental Authority of Borrower’s and each



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Guarantor’s jurisdiction of incorporation, organization or formation, each dated a
recent date prior to the First Amendment Effective Date and (iii) such other documents as
Administrative Agent may reasonably request.




     (c) Closing Certificate. Administrative Agent shall have received a “Closing
Certificate” of an Responsible Officer of Borrower, dated as of the First Amendment
Effective Date, in which such officer certifies to the satisfaction or waiver of each of the
conditions set out in this Section 3.1 and Section 4.2 of the Credit Agreement, provided
that, to the extent such conditions precedent expressly require conditions be satisfied to
the “satisfaction” of any Lender or the Administrative Agent (or similar subjective
standards), such Responsible Officer shall not be required to certify that such subjective
standards have been met.




     (d) Opinions of Counsel to Restricted Persons. Administrative Agent shall have
received originally executed copies of the favorable written opinions of counsel to
Restricted Persons opining as to such matters as Administrative Agent may reasonably
request, dated as of the First Amendment Effective Date and in form and substance reasonably
satisfactory to Administrative Agent (and each Restricted Person hereby instructs such
counsel to deliver such opinions to Administrative Agent and Lenders).




     (e) Fees and Expenses. On the First Amendment Effective Date, Borrower shall
have paid to Administrative Agent, for the account of each Lender, an amendment fee equal to
1.00% of the sum of (i) each such Lender’s Revolver Commitment plus (ii) each such Lender’s
Term Commitment, and Administrative Agent shall have received the reasonable fees, charges
and disbursements of counsel for Administrative Agent in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment and the other
Amendment Documents (which may include estimated fees and expenses with respect to the
recording of Subordinated Permitted Indebtedness Lien termination and release
documentation).




     (f) Refinancing of Original Term Loans. On the First Amendment Effective Date,
the outstanding principal balance of the Original Term Loans shall be refinanced with a
portion of the proceeds of the Term Loans.




     (g) Prepayment of Subordinated Permitted Indebtedness. On the First Amendment
Effective Date, contemporaneously with the effectiveness hereof, the Permitted Subordinated
Permitted Indebtedness shall have been paid in full as contemplated by, and subject to the
terms of, Section 2.7 hereof.



ARTICLE IV— REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties. In order to induce Administrative Agent
to enter into this Amendment, Borrower represents and warrants to Administrative Agent that (a) the
representations and warranties contained in Article V of the Original Agreement or any other Loan
Document are true and correct on the date hereof, except to the extent that such representation or
warranty was expressly made as of a specific date or updated, modified or supplemented as of a
subsequent date with the consent of Required Lenders and Administrative



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Agent, in which cases such representations and warranties are true and correct in all respects
on and of such earlier date, and (b) no event or circumstance has occurred or is continuing since
June 30, 2009 that has had, or could be reasonably expected to cause, either individually or in the
aggregate, a Material Adverse Change.




ARTICLE V— MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects and Borrower hereby confirms and reaffirms the
Administrative Agent’s lien on and security interest in all Collateral pursuant to the Security
Documents. The other Loan Documents, as they may be amended or affected by the Amendment
Documents, are hereby ratified and confirmed in all respects. Any reference to the Credit
Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as
hereby amended. The execution, delivery and effectiveness of this Amendment and the other
Amendment Documents shall not, except as expressly provided herein or therein, operate as a waiver
of any right, power or remedy of Administrative Agent or Lenders under the Credit Agreement, or any
other Loan Document nor constitute a waiver of any provision of the Credit Agreement, or any other
Loan Document.



     Section 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of any Restricted Person herein shall survive the execution and delivery of this
Amendment and the performance hereof, and shall further survive until all of the Secured
Obligations are paid in full. All statements and agreements contained in any certificate or
instrument delivered by any Restricted Person hereunder or under the Credit Agreement to
Administrative Agent or any Lender shall be deemed to constitute representations and warranties by,
and/or agreements and covenants of such Restricted Person under this Amendment and under the Credit
Agreement.



     Section 5.3. Loan Documents. This Amendment and the other Amendment Documents are
each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto and thereto.



     Section 5.4. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws applicable to the Credit Agreement.



     Section 5.5. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Amendment. This Amendment and the other
Amendment Documents may be validly executed by facsimile or other electronic transmission.



     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first written above.



	 	 	 	 	 
	 	ENERGY PARTNERS, LTD.,

Borrower

 	 
	 	By:  	/s/ Tiffany J. Thom
 	 
	 	 	Name:  	Tiffany J. Thom 	 
	 	 	Title:  	Senior Vice President, Chief Financial
Officer, and Treasurer 	 
	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION, as

Administrative Agent, LC Issuer and sole Lender

 	 
	 	By:  	/s/ Carl Peterson
 	 
	 	 	Name:  	Carl Peterson 	 
	 	 	Authorized Signatory 	 













 






	 	 	 	 	 



CONSENT AND AGREEMENT





     The undersigned each hereby consents to the provisions of this Amendment and the transactions
contemplated herein and hereby and (i) acknowledges and agrees that any and all Secured Obligations
are Guaranteed Obligations under that certain Guaranty dated September 21, 2009 (the
“Guaranty”) by the undersigned in favor of Administrative Agent for the benefit of Lenders,
and secured by security interests in all Collateral pursuant to the Security Documents, (ii) agrees
that there are no offsets, claims or defenses of the undersigned with respect to the Guaranty, the
Security Documents nor with respect to any Secured Obligations, (iii) ratifies and confirms the
Guaranty and the Security Documents in all respects, (iv) guarantees all Secured Obligations
pursuant to the terms of the Guaranty and confirms and reaffirms the Administrative Agent’s lien on
and security interest in all Collateral pursuant to the Security Documents, and (v) agrees that the
Guaranty and the Security Documents are and shall continue in full force and effect for the benefit
of the Secured Parties, and are not released, diminished or impaired in any way by the transactions
contemplated in connection with this Amendment.



	 	 	 	 	 
	 	ENERGY PARTNERS, LTD.

EPL OF LOUISIANA, L.L.C.

EPL PIPELINE, L.L.C.

EPL PIONEER HOUSTON, INC.

 	 
	 	By:  	/s/ Tiffany J. Thom
 	 
	 	 	Name:  	Tiffany J. Thom 	 
	 	 	Title:  	Senior Vice President, Chief Financial
Officer, and Treasurer 	 
	 
	 	DELAWARE EPL OF TEXAS, LLC

 	 
	 	By:  	/s/ Paul B. Jones
 	 
	 	 	Name:  	Paul B. Jones 	 
	 	 	Title:  	President 	 













 






	 	 	 	 	 



SCHEDULE 4




LENDERS SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Applicable Revolver	 	Revolver	 	Applicable Term	 	 
	 	 	Percentage	 	Amount	 	Percentage	 	Term Amount
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General
Electric Capital
Corporation
	 	 	100	%	 	$	125,000,000.00	 	 	 	100	%	 	$	25,000,000.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL:
	 	 	 	 	 	$	125,000,000.00	 	 	 	 	 	 	$	25,000,000.00