Exhibit 10.1


 


TWELFTH AMENDMENT TO SECOND AMENDED
AND RESTATED


FIRST LIEN CREDIT AGREEMENT


 


This TWELFTH AMENDMENT
TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Amendment”), dated effective as of November 30,
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 Agreement dated as of October 19,
2012, by the Fourth Amendment to Second 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, by the Tenth Amendment to Second Amended and Restated First Lien
Credit Agreement dated as of March 3, 2015 and by the Eleventh Amendment and Waiver to Second Amended and Restated First
Lien Credit Agreement dated as of July 31, 2015 (as amended, supplemented, amended and restated or otherwise modified from time
to time, the “First Lien Credit Agreement”);


 


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


 


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.          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)          Section
1.1 of the First Lien Credit Agreement is hereby amended by adding the following definition in appropriate alphabetical order:


 


““EPL
8.25% Notes” means the 2011 EPL Notes and the 2012 EPL Notes.”


 


(b)          The
definition of “Disqualifying Condition Termination” in Section 1.1 of the First Lien Credit Agreement is hereby amended
and restated in its entirety to the following:


 


““Disqualifying
Condition Termination” means that either (a) the EPL 8.25% Notes have been paid, defeased or satisfied and discharged
in full or (b) the 2012 EPL Notes Indenture shall have been duly supplemented or amended to eliminate or modify the covenant
restrictions in such indenture or the EPL 8.25% Notes in order to eliminate any restriction on the ability of the EPL Obligors
to provide guarantees of all of the Borrower’s and the Subsidiary Guarantors’ outstanding Indebtedness and the granting
of Liens on assets of the EPL Obligors to secure such guarantees.”


 


(c)          Section
7.2.4(d)(i) of the First Lien Credit Agreement is hereby amended by replacing the date “March 31, 2015” with the date
“March 31, 2017”.


 


(d)          Section
7.2.4(d)(ii) of the First Lien Credit Agreement is hereby amended by replacing the date “March 31, 2015” with the date
“March 31, 2017”.


 


(e)          Section
7.2.4(d)(iii) of the First Lien Credit Agreement is hereby amended and restated in its entirety to the following:


 


“(iii)      As
of the end of each Fiscal Quarter, commencing with the Fiscal Quarter ending September 30, 2015, the Borrower will not permit the
Secured Debt Leverage Ratio of the Borrower and its Subsidiaries to be greater than the following:


 


	Fiscal Quarters Ending	 	Secured Debt Leverage Ratio
	 	 	 
	September 30, 2015 through December 31, 2015	 	3.75 to 1.00
	 	 	 
	March 31, 2016	 	4.75 to 1.00
	 	 	 
	June 30, 2016 through March 31, 2017	 	5.25 to 1.00
	 	 	 
	June 30, 2017 and thereafter	 	5.00 to 1.00


 




    	 	-2-	-Twelfth Amendment-



     


    

 


(f)          Section
7.2.4(d)(iv) of the First Lien Credit Agreement is hereby amended and restated in its entirety to the following:


 


“(iv)     (reserved).”


 


(g)          Section
7.2.6 of the First Lien Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause “(d)”,
(ii) deleting the “.” at the end of clause “(e)” and replacing it with “; and” and (iii) adding
the following Section 7.2.6(f) to the end of such Section 7.2.6:


 


“(f)       Restricted
Payments in the form of a dividend to Energy XXI, Inc. of that certain $65,000,000 Promissory Note dated December 16, 2011 made
by Energy XXI, Inc. in favor of the Borrower plus all accrued and unpaid interest thereon.”


 


(h)          Exhibit E
of the First Lien Credit Agreement is amended and restated in its entirety to be in the form of Exhibit E to this Amendment.


 


Section 3.           Reaffirmation
of Borrowing Base. For the period from and including the Effective Date to but excluding the next scheduled redetermination
date pursuant to the terms of the First Lien Credit Agreement, the amount of the Borrowing Base shall be equal to $350,000,000.
For the avoidance of doubt, such amount of the Borrowing Base is the Borrowing Base for the October 1, 2015 annual scheduled determination
of the Borrowing Base pursuant to Section 2.8.2 of the First Lien Credit Agreement. Notwithstanding the foregoing, the Borrowing
Base is subject to further adjustments from time to time prior to the next scheduled redetermination date pursuant to the terms
of the First Lien Credit Agreement.


 


Section 4.            Reaffirmation
of EPL Borrowing Base. For the period from and including the Effective Date to but excluding the next scheduled redetermination
date pursuant to the terms of the First Lien Credit Agreement, the amount of the EPL Borrowing Base shall be equal to $150,000,000.
For the avoidance of doubt, such amount of the EPL Borrowing Base is the EPL Borrowing Base for the October 1, 2015 annual scheduled
determination of the EPL Borrowing Base pursuant to Section 2.8.10 of the First Lien Credit Agreement. Notwithstanding the foregoing,
the EPL Borrowing Base is subject to further adjustments from time to time prior to the next scheduled redetermination date pursuant
to the terms of the First Lien Credit Agreement.


 


Section 5.           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;


 




    	 	-3-	-Twelfth Amendment-



     


    

 


(b)          each
Lender that is a signatory hereto shall have received a fee from the Borrower equal to 10bps on such Lender’s Percentage
of $500,000,000;


 


(c)          the
representations and warranties in Section 6 below are true and correct;


 


(d)          EPL
shall have deposited, or caused to be deposited, no less than $9,000,000 in Account No. 0114821206 at Regions Bank and shall maintain
a balance of no less than $30,000,000 in such account at all times prior to the Termination Date; and


 


(e)          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 6.           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 (except
for representations and warranties which are qualified by a materiality qualifier, which shall be true and correct in all respects),
other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct
in all material respects (except for representations and warranties which are qualified by a materiality qualifier, which shall
be true and correct in all respects) as of such earlier date;


 


(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 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.


 




    	 	-4-	-Twelfth Amendment-



     


    

 


Section 7.            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 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 8.           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 9.           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.


 


Section 10.          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 11.         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 12.         No
Waiver. 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.


 




    	 	-5-	-Twelfth Amendment-



     


    

 


Section 13.          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 14.         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.


 


Section 15.         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)


 




    	 	-6-	-Twelfth Amendment-



     


    

 


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	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 2	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 3	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 4	-Twelfth Amendment-



     


    

 


	 	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	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 6	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 7	-Twelfth Amendment-



     


    

 


	 	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	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 9	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 10	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 11	-Twelfth Amendment-



     


    

 


	 	REGIONS BANK, as Lender and as Swing Line
	 	 	Lender
	 	 	 
	 	By:	/s/ J. Richard Baker
	 	 	Name:  J. Richard Baker
	 	 	Title:  Senior Vice President


 




    	 	Signature – Page 12	-Twelfth Amendment-



     


    

 


	 	CITIBANK, N.A., as Lender
	 	 	 
	 	By:	/s/ Cliff Vaz
	 	 	Name:  Cliff Vaz
	 	 	Title:  Vice President


 




    	 	Signature – Page 13	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 14	-Twelfth Amendment-



     


    

 


	 	DEUTSCHE BANK AG NEW YORK
	 	 	BRANCH, as Lender
	 	 	 
	 	By:	/s/ Benjamin Souh
	 	 	Name:  Benjamin Souh
	 	 	Title:  Vice President
	 	 	 
	 	By:	/s/ Marcus M. Tarkington
	 	 	Name:  Marcus M. Tarkington
	 	 	Title:  Director


 




    	 	Signature – Page 15	-Twelfth Amendment-



     


    

 


	 	COMMONWEALTH BANK OF
	 	 	AUSTRALIA, as Lender
	 	 	 
	 	By:	/s/ Sanjay Remond
	 	 	Name:  Sanjay Remond
	 	 	Title:  Director


 




    	 	Signature – Page 16	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 17	-Twelfth Amendment-



     


    

 


	 	FIFTH THIRD BANK, as Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Signature – Page 18	-Twelfth Amendment-



     


    

 


	 	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


 




    	 	Signature – Page 19	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 20	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 21	-Twelfth Amendment-



     


    

 


	 	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	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 23	-Twelfth Amendment-



     


    

 


	 	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	-Twelfth Amendment-



     


    

 


	 	CREDIT AGRICOLE CORPORATE AND
	 	 	INVESTMENT BANK, as Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Signature – Page 25	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 26	-Twelfth Amendment-



     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as
	 	 	Lender
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Signature – Page 27	-Twelfth Amendment-



     


    

 


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


 




    	 	Signature – Page 28	-Twelfth Amendment-



     


    

 


	 	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


 




    	 	Signature – Page 29	-Twelfth Amendment-



     


    

 


	 	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


 




    	 	Signature – Page 30	-Twelfth Amendment-



     


    

 


	 	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


 




    	 	Signature – Page 31	-Twelfth Amendment-



     


    

 


	 	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	-Twelfth Amendment-