Exhibit 10.1


 


 


WAIVER TO SECOND AMENDED AND RESTATED

FIRST LIEN CREDIT AGREEMENT


 


This WAIVER TO SECOND
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Waiver”), dated as of August 22, 2014 (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 The Royal Bank of Scotland plc, 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,
EPL, 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, and by the Eighth Amendment to the Second Amended and
Restated First Lien Credit Agreement dated as of May 23, 2014 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the “First Lien Credit Agreement”); and


 


WHEREAS, the Borrower
and EPL have requested that the Administrative Agent, the Swing Line Lender, the Issuers, and the Lenders waive certain obligations
under the First Lien Credit Agreement in certain respects as set forth herein.


 


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 but not defined herein shall have the meanings as given them in the First Lien Credit Agreement,
unless the context otherwise requires.


 




    	 



    	 



    

  


Section 2.          Waivers
to First Lien Credit Agreement.


 


Waiver of Section
7.2.4(a). The Required Lenders hereby waive the requirement in Section 7.2.4(a) of the Credit Agreement that the Borrower
maintain a Total Leverage Ratio of not more than 3.5 to 1.0 for each of the Fiscal Quarters ending June 30, 2014 and September 30,
2014, upon the express condition that the Borrower maintain a Total Leverage Ratio of not more than 4.25 to 1.00 for each of the
Fiscal Quarters ending June 30, 2014 and September 30, 2014. The Required Lenders further hereby waive (i) any Default
or Event of Default under Section 8.1.3 of Credit Agreement as a result of the Borrower’s failure to maintain a Total
Leverage Ratio of not more than 3.5 to 1.0 for each of the Fiscal Quarters ending June 30, 2014 and September 30, 2014,
and (ii) any Default or Event of Default under Section 8.1.2 as a result of any representation with respect to Section 7.2.4(a)
made after June 30, 2014, but before the Effective Date. The foregoing is not a waiver of any other provisions of the Credit
Agreement other than Sections 7.2.4(a), 8.1.2 and 8.1.3 of the Credit Agreement and only a waiver of Sections 7.2.4(a), 8.1.2
and 8.1.3 of the Credit Agreement in respect of the failure of the Borrower to maintain a Total Leverage Ratio of not more than
3.5 to 1.0 for each of the Fiscal Quarters ending June 30, 2014 and September 30, 2014. The waiver in respect of the
requirement to maintain a total Leverage Ratio of not more than 3.5 to 1.0 shall not extend for compliance purposes to any period
beyond October 21, 2014.


 


Section 3.          Conditions
to Effectiveness. This Waiver shall be deemed effective (subject to the conditions herein contained) as of July 1, 2014,
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, (ii) a fee
to each Lender that executes and delivers a counterpart of this Waiver to the Administrative Agent on or before the Effective Date
of 10bps of an amount equal to such Lender’s Percentage of the Aggregate Commitment and, (iii) 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 the waivers in Section 2 of this Waiver, no Default, Event of Default, Borrowing Base Deficiency or EPL Borrowing
Base Deficiency shall have occurred and be continuing.


 


Notwithstanding the foregoing, this Waiver
shall not become effective and the agreements hereunder will be terminated unless each of the foregoing conditions is satisfied
(or waived by all of the Lenders in writing) on or prior to August 31, 2014.


 




    	 	-2-	Waiver



    	 



    

  


Section 4.          Representations
and Warranties. The Borrower and EPL hereby represent and warrant that after giving effect hereto:


 


(a)          After
giving effect to the waivers in Section 2 of this Waiver, 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;


 


(b)          the
execution, delivery and performance by the Borrower, EPL and each other Obligor of this Waiver and the other Loan Documents have
been duly authorized by all necessary corporate or other action required on their part and this Waiver, along with the First Lien
Credit Agreement as amended hereby 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 Waiver by the Borrower, EPL and each other Obligor, the performance by them of
the First Lien Credit Agreement as amended hereby nor the consummation of the transactions contemplated hereby does or shall contravene,
result in a breach of, or violate (i) any provision of any Obligor’s certificate or articles of incorporation or bylaws
or other similar documents, or agreements, (ii) any law or regulation, or any order or decree of any court or government instrumentality,
or (iii) any indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Obligor or any of its Subsidiaries
is a party or by which any Obligor or any of its Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived by a written waiver document, a copy of which has been delivered to Administrative
Agent on or before the date hereof;


 


(d)          no
Material Adverse Effect has occurred since December 31, 2013; and


 


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


 


Section 5.          Loan
Document; Ratification.


 


(a)          This
Waiver is a Loan Document.


 


(b)          The
Borrower, EPL and each other Obligor hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions
and obligations of the First Lien Credit Agreement as amended 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 6.          Costs
and Expenses. As provided in Section 10.3 of the First Lien Credit Agreement, the Borrower and EPL agree to reimburse
Administrative Agent for all fees, costs, and expenses, including the reasonable fees, costs, and expenses of counsel or other
advisors for advice, assistance, or other representation, in connection with this Waiver and any other agreements, documents, instruments,
releases, terminations or other collateral instruments delivered by the Administrative Agent in connection with this Waiver.


 




    	 	-3-	Waiver



    	 



    

  


Section 7.          GOVERNING
LAW. THIS WAIVER SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.


 


Section 8.          Severability.
Any provision of this Waiver that is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Waiver
or affecting the validity or enforceability of such provision in any other jurisdiction.


 


Section 9.          Counterparts.
This Waiver may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument,
and any party hereto may execute this Waiver by signing one or more counterparts. Any signature hereto delivered by a party by
facsimile or electronic transmission shall be deemed to be an original signature hereto.


 


Section 10.         No
Waiver. The express waivers set forth herein are limited to the extent expressly provided in this Waiver and, except as expressly
set forth in this Waiver, the execution, delivery and effectiveness of this Waiver shall not operate as a waiver of any default
of the Borrower, EPL or any other Obligor or any right, power or remedy of the Administrative Agent or the other Secured Parties
under any of the Loan Documents, nor constitute a waiver of (or consent to departure from) any terms, provisions, covenants, warranties
or agreements of any of the Loan Documents. 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 11.         Successors
and Assigns. This Waiver shall be binding upon the Borrower, EPL and their respective successors and permitted assigns and
shall inure, together with all rights and remedies of each Secured Party hereunder, to the benefit of each Secured Party and the
respective successors, transferees and assigns.


 


Section 12.         Entire
Agreement. THIS WAIVER, THE FIRST LIEN CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT OF THE PARTIES
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.


 


(Signature Pages Follow)


 




    	 	-4-	Waiver



    	 



    

  


In Witness Whereof, the
parties hereto have caused this Waiver to be duly executed and delivered by their respective duly authorized officers as of the
date first written above.


 


	 	ENERGY XXI GULF COAST, INC.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President


 




    	 	S-1	Waiver



    	 



    

  


	 	EPL OIL & GAS, INC.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President


 




    	 	S-2	Waiver



    	 



    

  


	 	THE ROYAL BANK OF SCOTLAND plc, as the Administrative Agent,
    an Issuer and a Lender
	 	 	 
	 	By:	/s/ Matthew Main
	 	 	Name:  Matthew Main
	 	 	Title:  Authorized Signatory


 




    	 	S-3	Waiver



    	 



    

  


	 	WELLS FARGO BANK, N.A., as an Issuer and Lender
	 	 	 
	 	By:	/s/ Patrick J. Fuits
	 	 	Name:  Patrick J. Fuits
	 	 	Title:  Vice President


 




    	 	S-4	Waiver



    	 



    

  


	 	AMEGY BANK NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ Kevin James
	 	 	Name:  Kevin A. James
	 	 	Title:  Vice President


 




    	 	S-5	Waiver



    	 



    

  


	 	THE BANK OF NOVA SCOTIA, as Lender
	 	 	 
	 	By:	/s/ Alan Dawson
	 	 	Name:  Alan Dawson
	 	 	Title:  Director


 




    	 	S-6	Waiver



    	 



    

  


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


 




    	 	S-7	Waiver



    	 



    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ Juan Trejo
	 	 	Name:  Juan Trejo
	 	 	Title:  Vice President


 




    	 	S-8	Waiver



    	 



    

 


	 	NATIXIS, New York Branch, as Lender
	 	 	 
	 	By:	/s/ Tim Polvado
	 	 	Name:  Tim Polvado
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ Justin Bellamy
	 	 	Name:  Justin Bellamy
	 	 	Title:  President


 




    	 	S-9	Waiver



    	 



    

 


	 	BARCLAYS BANK PLC, as Lender
	 	 	 
	 	By:	/s/ Vanessa A. Kurbatskiy
	 	 	Name:  Vanessa A. Kurbatskiy
	 	 	Title:  Vice President


 




    	 	S-10	Waiver



    	 



    

 


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


 




    	 	S-11	Waiver



    	 



    

 


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


 




    	 	S-12	Waiver



    	 



    

 


	 	REGIONS BANK, as Lender and as Swing Line Lender
	 	 	 
	 	By:	/s/ Eyassu Menelik
	 	 	Name:  Eyassu Menelik
	 	 	Title: Vice President


 




    	 	S-13	Waiver



    	 



    

 


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


 




    	 	S-14	Waiver



    	 



    

 


	 	UBS AG, STAMFORD BRANCH, as Issuer and Lender
	 	 	 
	 	By:	/s/ Lana Gifas
	 	 	Name:  Lana Gifas
	 	 	Title:  Director
	 	 	 
	 	By:	/s/ Jennifer Anderson
	 	 	Name:  Jennifer Anderson
	 	 	Title:  Associate Director


 




    	 	S-15	Waiver



    	 



    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as Lender
	 	 	 
	 	By:	/s/ Michael Winters
	 	 	Name:  Michael Winters
	 	 	Title:  Vice President
	 	 	 
	 	By:	/s/ Lisa Wong
	 	 	Name:  Lisa Wong
	 	 	Title:  Vice President


 




    	 	S-16	Waiver



    	 



    

 


	 	COMMONWEALTH BANK OF AUSTRALIA, as Lender
	 	 	 
	 	By:	/s/ Damien Podagiel
	 	 	Name:  Damien Podagiel
	 	 	Title:  Senior Associate


 




    	 	S-17	Waiver



    	 



    

 


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


 




    	 	S-18	Waiver



    	 



    

 


	 	FIFTH THIRD BANK, as Lender
	 	 	 
	 	By:	/s/ Justin Crawford
	 	 	Name:  Justin Crawford
	 	 	Title:  Director


 




    	 	S-19	Waiver



    	 



    







 


	 	ABN AMRO CAPITAL USA LLC, as Lender
	 	 	 
	 	By:	/s/ Darrell Holley
	 	 	Name:  Darrell Holley
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ David Montgomery
	 	 	Name:  David Montgomery
	 	 	Title:  Executive Director


 




    	 	S-20	Waiver



    	 



    

  


	 	SUMITOMO MITSUI BANKING CORPORATION, as Lender
	 	 	 
	 	By:	/s/ James D. Weinstein
	 	 	Name:  James D. Weinstein
	 	 	Title:  Managing Director


 




    	 	S-21	Waiver



    	 



    

  


	 	KEYBANK NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ John Dravenstott
	 	 	Name:  John Dravenstott
	 	 	Title:  Vice President
	 	 	 


 




    	 	S-22	Waiver



    	 



    

  


	 	SANTANDER BANK, N.A., as Lender
	 	 	 
	 	By:	/s/ Aidan Lanigan
	 	 	Name:  Aidan Lanigan
	 	 	Title:  Senior Vice President
	 	 	 
	 	By:	/s/ Puiki Lok
	 	 	Name:  Ben Marchive
	 	 	Title: Vice President


 




    	 	S-23	Waiver



    	 



    

  


	 	WHITNEY BANK, as Lender
	 	 	 
	 	By:	/s/ David E. Sisler
	 	 	Name:  David E. Sisler
	 	 	Title:  Senior Vice President


 




    	 	S-24	Waiver



    	 



    

  


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


 




    	 	S-25	Waiver



    	 



    

  


	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender
	 	 	 
	 	By:	/s/ Mark A. Roche
	 	 	Name:  Mark A. Roche
	 	 	Title:  Managing Director
	 	 	 
	 	By:	/s/ Michael D. Willis
	 	 	Name:  Michael D. Willis
	 	 	Title:  Managing Director



 



    	 	S-26	Waiver



    	 



    

  


	 	IBERIABANK, as Lender
	 	 	 
	 	By:	/s/ W. Bryan Chapman
	 	 	Name:  W. Bryan Chapman
	 	 	Title: Executive Vice President



 



    	 	S-27	Waiver



    	 



    

  


	 	PNC BANK, NATIONAL ASSOCIATION, as Lender
	 	 	 
	 	By:	/s/ Jonathan Luchansky
	 	 	Name:  Jonathan Luchansky
	 	 	Title:  Assisted Vice President


 




    	 	S-28	Waiver



    	 



    

  


	 	ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
	 	 	 
	 	ENERGY XXI GOM, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI TEXAS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI PIPELINE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY XXI LEASEHOLD, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President


 




    	 	S-29	Waiver



    	 



    

  


	 	ENERGY XXI PIPELINE II, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	MS ONSHORE, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	EPL PIPELINE, L.L.C.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	NIGHTHAWK, L.L.C.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	EPL OF LOUISIANA, L.L.C.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President



 






    	 	S-30	Waiver



    	 



    

  


	 	DELAWARE EPL OF TEXAS, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ANGLO-SUISSE OFFSHORE PIPELINE PARTNERS, LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	EPL PIONEER HOUSTON, INC.
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President
	 	 	 
	 	ENERGY PARTNERS, LTD., LLC
	 	 	 
	 	By:	/s/ Ben Marchive
	 	 	Name:  Ben Marchive
	 	 	Title:  President



 






    	 	S-31	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/ Ben Marchive
	 	 	Name: Ben Marchive


	 	 	Title: President


  



    	 	S-32	Waiver