Exhibit 4.5 - EPL- 2012 Indenture- Supplemental Indenture (Hilcorp)



		

			 

		




		
			Exhibit 4.5
		

		
			FIRST SUPPLEMENTAL INDENTURE
		

		
			
First Supplemental Indenture (this “Supplemental Indenture”), dated as of October 31, 2012, among Hilcorp Energy GOM, LLC (the “Guaranteeing Subsidiary”), a subsidiary of EPL Oil & Gas, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
		

		
			W I T N E S S E T H
		

		
			WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 25, 2012 providing for the issuance of 8.250% Senior Notes due 2018 (the “Notes”);
		

		
			 
		

		
			WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
		

		
			 
		

		
			WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
		

		
			 
		

		
			NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
		

		
			 
		

		
			1.            Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
		

		
			 
		

		
			2.            Agreement to Guarantee.  The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof.
		

		
			 
		

		
			4.            No Recourse Against Others.  No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder of Notes by accepting a Note waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities under the federal securities laws.
		

		
			 
		

		
			5.            NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
		

		
			 
		

		
			6.            Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
		

		

		

		 


		

			 

		




 


		

			 

		




		 
		

		
			7.            Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.
		

		
			 
		

		
			8.            The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.
		

		
			 
		


		

		

		 


		

			 

		




 


		

			 

		




		IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
		

		
			Dated:  October 31, 2012, 
		

		
			Hilcorp Energy GOM, LLC
		

		
			
By:/s/ David Cedro
Name:
            David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			EPL Oil & Gas, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ David Cedro
Name:
            David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			 
		

		
			Delaware EPL of Texas, LLC
		

		
			 
		

		
			 
		

		
			By:/s/ Tiffany J. Thom
Name:
            Tiffany J. Thom
		

		
			Title:President
		

		
			 
		

		
			 
		

		
			EPL of Louisiana, L.L.C.
		

		
			 
		

		
			 
		

		
			By:/s/ David Cedro
Name:
            David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			 
		

		
			EPL Pioneer Houston, Inc.
		

		
			 
		

		
			 
		

		
			By:/s/ David Cedro
Name:
            David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		

		

		 


		

			 

		




 


		

			 

		




		EPL Pipeline, L.L.C.
		

		
			 
		

		
			 
		

		
			By:/s/ David Cedro
Name:
            David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			Anglo-Suisse Offshore Pipeline Partners, L.L.C.
		

		
			 
		

		
			 
		

		
			By:  /s/ David Cedro
		

		
			Name:  David Cedro
		

		
			Title:Senior Vice President, Chief Accounting Officer, Treasurer and Corporate Secretary
		

		
			 
		

		
			U.S. Bank National Association,
  as Trustee
		

		
			By:  /s/ Mauri Cowen                                                
            Authorized Signatory
		

		
			 
		

		
			 
		

		 


		

			Signature Page to First  Supplemental Indenture