UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 29, 2016
EPL Oil & Gas, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-16179 |
|
72-1409562 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1021 Main Street, Suite 2626, Houston,
Texas 77002
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code (713) 351-3000
(Former name or former address, if changed
since last report.)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 29, 2016, EPL Oil & Gas,
Inc., a Delaware corporation (the “Company”), and Energy XXI Gulf Coast, Inc., a Delaware corporation (“Gulf
Coast”), which are both indirect wholly-owned subsidiaries of Energy XXI Ltd, received written confirmation from Wells Fargo
Bank, N.A., as administrative agent for the lenders (the “Administrative Agent”), under their Second Amended and Restated
First Lien Credit Agreement (the “First Lien Credit Agreement”) that they had received signature pages from the required
lenders under the First Lien Credit Agreement for the Thirteenth Amendment and Waiver to Second Amended and Restated First Lien
Credit Agreement dated as of February 29, 2016 (the “Waiver”). The Waiver also became effective as of such date based
on satisfaction of the conditions to such effectiveness provided in the Waiver and by its terms it will expire on the earlier of
(i) March 14, 2016, (ii) the date on which Gulf Coast or the Company fails to comply with the conditions set forth in the Waiver
or (iii) the occurrence of an Event of Default (as defined in the First Lien Credit Agreement) other than as a result of the failure
of the Company to pay interest due on its 8.25% notes due 2018 on February 15, 2016 and thereafter (until March 14, 2016).
The Waiver provides that Gulf Coast is not
required to deliver a compliance certificate for the fiscal quarter ended December 31, 2015 until the expiration of the Waiver.
Additionally, under the Waiver, the following
changes to the First Lien Credit Agreement were effective upon signing:
| · | prohibiting Gulf Coast and the Company from borrowing under the First Lien Credit Agreement on or before March 15, 2016; |
| · | requiring Gulf Coast and the Company to deposit the proceeds of any loan under the First Lien Credit Agreement in an account
covered by a control agreement in favor of the administrative agent; and |
| · | allowing for Gulf Coast and the Company to get replacement letters of credit under the First Lien Credit Agreement without
satisfying the credit extension conditions in the First Lien Credit Agreement so long as the replacement letter of credit does
not have an aggregate face amount in excess of the available amount of the letter of credit being replaced and certain other conditions
set forth in the Waiver are met. |
| Item 9.01 | Financial Statements and Exhibits |
Exhibit No. |
|
Description |
10.1 |
|
Thirteenth Amendment to Second Amended and Restated First Lien Credit Agreement, dated as of February 29, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
EPL Oil & Gas, Inc. |
|
|
|
|
March 4, 2016 |
By: |
/s/ Rick Fox |
|
|
Rick Fox Chief Financial
Officer |
Exhibit Index
Exhibit No. |
|
Description |
10.1 |
|
Thirteenth Amendment to Second Amended and Restated First Lien Credit Agreement, dated as of February 29, 2016. |
Exhibit 10.1
THIRTEENTH AMENDMENT AND WAIVER TO
SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
This THIRTEENTH AMENDMENT
AND WAIVER TO SECOND AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (“Waiver”), dated effective as of February 29,
2016 (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, by the Tenth Amendment to Second Amended and Restated Credit Agreement (the “Tenth
Amendment”) dated as of March 3, 2015, by the Eleventh Amendment to the Second Amended and Restated Credit Agreement
dated as of July 31, 2015 (the “Eleventh Amendment,”) and by the Twelfth Amendment to the Second Amended and Restated
Credit Agreement dated as of November 24, 2015 (the “Twelfth Amendment”) (as amended, supplemented, amended and restated
or otherwise modified from time to time, the “First Lien Credit Agreement”);
WHEREAS, the Borrower
requests a waiver of the provision of Section 7.1.1(c), of the Credit Agreement in respect of the Compliance Certificate to
be delivered in respect of the fiscal quarter ending December 31, 2015;
WHEREAS, upon the terms
and conditions set forth in this Waiver the Administrative Agent and the Required Lenders will grant the waiver requested by the
Borrower; and
WHEREAS, in consideration
of the granting of such Waiver the Borrower and EPL will agree to certain amendments to the First Lien Credit Agreement upon the
terms set forth in this Waiver;
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.
Upon the conditions that
(a) the Borrower and EPL at all times shall, and shall cause their officers, employees and advisors to cooperate in all reasonable
respects with the Administrative Agent and its designees (including Willkie Farr & Gallagher, LLP (“Willkie”) and
RPA Advisors (“RPA”)) in furnishing information reasonably available to the Borrower or EPL promptly upon (or, if later,
as soon as reasonably practicable after) receipt of a request by the Administrative Agent or its designees regarding the Collateral
or the Borrower’s or EPL’s and their respective Subsidiaries’ financial affairs, finances, financial condition,
business and operations, such cooperation to include, (i) at the request of the Administrative Agent, that the chief executive
officer, the chief financial officer and other senior management of the Borrower and EPL and any other Obligor and such other officers,
employees and advisors of the Borrower or EPL and any other Obligor requested by the Administrative Agent or its designees, making
themselves reasonably available to discuss any matters regarding the Collateral or the Borrower’s or EPL’s and their
respective Subsidiaries’ financial affairs, financial condition, business and operations, all upon prior notice during normal
business hours, and (ii) that the Borrower and EPL shall direct and authorize all such persons and entities, to disclose to the
Administrative Agent and its designees the information reasonably requested by the Administrative Agent or its designees (including
Willkie and RPA) regarding the foregoing and (b) the Borrower and EPL shall promptly, and in any event on or before February 29, 2016,
cause or take all reasonably practicable actions to cause all amounts on deposit in any Deposit Account or Securities Account (as
that term is defined in the UCC) that is not subject to a Control Agreement to be deposited in one or more Deposit Accounts or
Securities Account which are subject to Control Agreements and such deposits shall be made on or before March 4, 2016,
the Required Lenders hereby waive until the Waiver Termination Date the requirement of Section 7.1.1(c) of the Credit Agreement
to deliver a Compliance Certificate in respect of the fiscal quarter ending December 31, 2015. For the avoidance of doubt,
the Borrower shall have the obligation to deliver such Compliance Certificate on the day following such Waiver Termination Date.
The waiver in this Section 2 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 7.1.1(c) of the Credit Agreement until the Waiver Termination Date. As used herein,
the term “Waiver Termination Date” means the earlier of (i) March 14, 2016, (ii) the date on which the Borrower or
EPL shall fail to comply with the conditions in Section 2 or 4(a) of this Waiver or (iii) the occurrence of an Event of Default
(other than any Event of Default that may exist as a direct result of the existence of the Specified Condition).
Section 3. Conditions
to Effectiveness. This Waiver 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 Waiver, no Default or Event of Default (other than any Default or Event of Default that may exist as a direct result of
the existence of the Specified Condition), Borrowing Base Deficiency or EPL Borrowing Base Deficiency shall have occurred and be
continuing. As used in this Waiver, the term “Specified Condition” means the failure of EPL to pay interest due on
the 2012 EPL Notes on February 15, 2016 and thereafter.
Delivery by the Borrower and EPL of an
executed counterpart of this Waiver to the Administrative Agent shall constitute a representation and warranty by the Borrower
and EPL that the statements in the foregoing clauses (a), (b) and (c) are true and correct.
Section 4. Amendments
to First Lien Credit Agreement. (a) In consideration of the Required Lenders’, the Issuers’ and the Administrative
Agent’s entering into this Waiver, the Borrower and EPL each agrees that notwithstanding the provisions of Article 2
of the Credit Agreement but subject to Section 4(d) below, it will not request a Credit Extension before March 15, 2016.
In addition, the Borrower and EPL agree to deposit the proceeds of any Loan made on or after February 29, 2016 in a Deposit
Account listed on item 6.19(a) of the Disclosure Schedule. The Borrower and EPL agree that failure to comply with any provision
of this Section 4(a) constitutes an Event of Default under Section 8.1.3 of the First Lien Credit Agreement.
(b) Section 7.1.9
of the First Lien Credit Agreement is hereby amended and restated in its entirety to read as follows:
“The Borrower
and EPL will each keep all of its operating accounts, Deposit Accounts, Securities Accounts (as such term is defined in the UCC)
and other bank accounts separate from, and will not co-mingle any of its cash or money with, those of other Persons (including
its Subsidiaries). The Borrower will, and will cause each Subsidiary Guarantor to: (a) ensure that such Person’s Account
Debtors forward payment of all amounts owed by them to such Person to one of the Deposit Accounts of such Person set forth on Item 6.19(a)
of the Disclosure Schedule, and (b) deposit, or cause to be deposited, promptly, and in any event no later than the second
Business Day after the date of receipt thereof, all of such Person’s Collections in one of the Deposit Accounts of such Person
set forth on Item 6.19(a) of the Disclosure Schedule. The Borrower will use commercially reasonable efforts to ensure, prior
to any termination or expiration of a Control Agreement relating to the Deposit Accounts initially set forth on Item 6.19(a)
of the Disclosure Schedule or the Securities Accounts initially set forth on Item 6.19(b) of the Disclosure Schedule, that
such Deposit Accounts or Securities Accounts and amounts therein are replaced with Deposit Accounts or Securities Accounts subject
to a Control Agreement. So long as no Default has occurred and is continuing (except with respect to the Deposit Accounts initially
set forth in Item 6.19(a) of the Disclosure Schedule, which Deposit Accounts may be replaced at any time, subject to the proviso
to this sentence), the Borrower may amend Item 6.19(a) and Item 6.19(b) of the Disclosure Schedule to add or replace
one or more of the Deposit Accounts or Securities Accounts; provided, however, that (i) the prospective depository
institution at which such Deposit Account or Securities Account will be held shall be reasonably satisfactory to the Administrative
Agent and (ii) in the event such Deposit Account or Securities Account will replace or be in addition to a Deposit Account
or Securities Account set forth on Item 6.19(a) or Item 6.19(b) of the Disclosure Schedule hereto, prior to the time of the
opening of such Deposit Account or Securities Account, the Borrower or relevant Subsidiary and such prospective depository institution
shall have executed and delivered to the Administrative Agent a Control Agreement in respect of such Deposit Account or Securities
Account and shall have caused any amounts in a Deposit Account or Securities Account that is to be replaced to be deposited in
an account set forth on Item 6.19(a) or Item 6.19(b) of the Disclosure Schedule, as applicable. The Borrower shall close
or cause to be closed any of such Deposit Accounts or Securities Account (and establish replacement Deposit Accounts or Securities
Accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Administrative
Agent that the creditworthiness of any depository institution holding such Deposit Account or Securities Account is no longer acceptable
in the Administrative Agent’s reasonable judgment, or as promptly as practicable and in any event within 60 days of notice
from the Administrative Agent that the operating performance, funds transfer, or availability procedures or performance of the
depository institution holding such Deposit Account or Securities Account is no longer acceptable in the Administrative Agent’s
reasonable judgment.”
(c) Item 6.19(a)
and Item 6.19(b) of the Disclosure Schedule are amended and restated in their entirety to be in the form of Annex I to this
Amendment.
(d) The Issuers, the
Lenders and the Administrative Agent hereby agree that so long as the Borrower or EPL, as the case may be, satisfies the conditions
set forth in this Section 4(d) with respect thereto, one or more Issuers can issue a Letter of Credit (a “Replacement Letter
of Credit”) under the First Lien Credit Agreement in replacement for any existing Letter of Credit without the need to satisfy
the conditions for such Credit Extension in Section 5.2.1 of the First Lien Credit Agreement. The following are the conditions
for the issuance of a Replacement Letter of Credit:
(i) Such Replacement Letter of
Credit does not have an aggregate face amount in excess of the available amount of the Letter of Credit being replaced and shall
be in form and substance reasonably acceptable to the Administrative Agent and the Issuer;
(ii) Both before and after giving
effect to the issuance of any such Letter of Credit, the following statements shall be true and correct:
(1) the representations and
warranties set forth in each Loan Document shall, in each case, be true and correct with the same effect as if then made (unless
stated to relate solely to an earlier date, in which case such representations and warranties shall be 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) as of such earlier date); provided that notwithstanding the foregoing, neither the Borrower nor EPL
is required to make or be deemed to have made any representation in respect of Section 6.6 or Section 6.18 of the First Lien Credit
Agreement;
(2) no Material Adverse Effect
has occurred since June 30, 2010 (or such more recent date for which the financial information required under Section 7.1.1(b)
of the First Lien Credit Agreement shall have been provided by the Borrower, except any Material Adverse Effect as a direct result
of the decline of hydrocarbon prices or the existence of the Specified Condition;
(3) no Default (other than
any Default that may exist as a direct result of the existence of the Specified Condition) shall have occurred and be continuing;
and
(4) as of the date of the issuance
of such Letter of Credit, the Borrower is permitted under the Permitted Secured Debt Documents, the Senior Unsecured Debt Documents
and the Permitted Unsecured Debt Documents to incur such Credit Extension.
(iii) The Administrative Agent
shall be satisfied in its sole discretion that arrangements satisfactory to it in its sole discretion have been made for the exchange
of the Replacement Letter of Credit for the Original Letter of Credit. Such Replacement Letter of Credit shall be a Letter of Credit
for all purposes under the First Lien Credit Agreement, including Section 2.6 thereof; and
(iv) The Administrative Agent
shall have received an Issuance Request for such Replacement Letter of Credit and delivery of such Issuance Request to the Administrative
Agent shall constitute a representation and warranty by the Borrower or EPL, as applicable, that the statements in the preceding
clauses (i), (ii) and (iii) are true and correct.
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 (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; provided that notwithstanding the foregoing, neither the Borrower nor EPL makes any representation
in respect of Section 6.6 or Section 6.18 of the First Lien Credit Agreement;
(b) except to the
extent waived in this Waiver, the Borrower and EPL have performed and complied with all agreements and conditions contained in
the First Lien Credit Agreement required to be performed or complied with by it prior to or as of the Effective Date;
(c) 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 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;
(d) neither the execution,
delivery and performance of this Waiver by the Borrower and EPL, the performance by them of the First Lien Credit Agreement as
waived or 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;
(e) no Material Adverse
Effect has occurred since December 31, 2014, except any Material Adverse Effect as a direct result of the decline in the price
of hydrocarbons or the existence of the Specified Condition; and
(f) no Default or
Event of Default (other than any Default or Event of Default that may exist as a direct result of the existence of the Specified
Condition), Borrowing Base Deficiency or EPL Borrowing Base Deficiency has occurred and is continuing.
Section 6. 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 waived or modified 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 Waiver and any other agreements, documents, instruments,
releases, terminations or other collateral instruments delivered by the Administrative Agent in connection with this Waiver.
Section 8. 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 9. 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 10. 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 11. No
Waiver or Agreement. Except to the extent expressly set forth in Section 2 hereof, 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 nor constitute a representation
or agreement as to whether any Obligor is Solvent. 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. For the avoidance of doubt, this waiver does not constitute a waiver by any Lender that is a counterparty
to a Hedging Agreement with any Obligor or any Lender that is a Bank Product Provider of any provision of any Hedging Agreement
or any Bank Product Agreement with such Lender.
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 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 14. 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)
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/ Antonio de Pinho |
|
|
Name: Antonio de Pinho Title: President |
|
EPL OIL & GAS, INC. |
|
|
|
|
|
By: |
/s/ Antonio de Pinho |
|
|
Name: Antonio de Pinho Title: President |
|
WELLS FARGO BANK, N.A., as the Administrative Agent, an Issuer and a Lender |
|
|
|
|
|
By: |
/s/ David Maynard |
|
|
Name: David Maynard Title: Senior Vice President |
| AMEGY BANK NATIONAL ASSOCIATION,
as Lender |
| | |
| | |
| By: | /s/ G. Scott Collins
Name: G. Scott Collins
Title: Senior Vice President |
| 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: Vice President |
| TORONTO DOMINION (TEXAS) LLC,
as Lender |
| | |
| | |
| By: | /s/ Savo Bozic
Name: Savo Bozic
Title: Authorized Signatory |
| CAPITAL ONE, NATIONAL ASSOCIATION,
as Lender |
| | |
| | |
| By: | /s/ Robert James
Name: Robert James
Title: Director |
| 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 |
| BARCLAYS BANK PLC, as Lender |
| | |
| | |
| By: | /s/ Ronnie Glen
Name: Ronnie Glen
Title: Vice President |
| CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Lender |
| | |
| | |
| By: | /s/ Bryan J. Matthews
Name: Bryan J. Matthews
Title: Authorized Signatory |
| | |
| By: | /s/ Julia Bykhovskaia
Name: Julia Bykhovskaia
Title: Authorized Signatory |
| S-10 | Waiver Signature Page |
| ING CAPITAL LLC, as Lender |
| | |
| | |
| By: | /s/ Juli Bieser
Name: Juli Bieser
Title: Managing Director |
| | |
| By: | /s/ Josh Strong
Name: Josh Strong
Title: Director |
| S-11 | Waiver Signature Page |
| REGIONS BANK, as Lender and
as Swing Line Lender |
| | |
| | |
| By: | /s/ J. Richard Baker
Name: J. Richard Baker
Title: Senior Vice President |
| S-12 | Waiver Signature Page |
| CITIBANK, N.A., as Lender |
| | |
| | |
| By: | /s/ Cliff Vaz
Name: Cliff Vaz
Title: Vice President |
| S-13 | Waiver Signature Page |
| 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 |
| S-14 | Waiver Signature Page |
| 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 |
| S-15 | Waiver Signature Page |
| COMMONWEALTH BANK OF AUSTRALIA,
as Lender |
| | |
| | |
| By: | /s/ Sanjay Remond
Name: Sanjay Remond
Title: Director |
| S-16 | Waiver Signature Page |
| COMERICA BANK, as Lender |
| | |
| | |
| By: | /s/ Brandon M. White
Name: Brandon M. White
Title: Vice President |
| S-17 | Waiver Signature Page |
| FIFTH THIRD BANK, as Lender |
| | |
| | |
| By: | /s/ Justin Bellamy
Name: Justin Bellamy
Title: Director |
| S-18 | Waiver Signature Page |
| 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-19 | Waiver Signature Page |
| SUMITOMO MITSUI BANKING CORPORATION,
as Lender |
| | |
| | |
| By: | /s/ Hiroyuki Maeda
Name: Hiroyuki Maeda
Title: Deputy General Manager |
| S-20 | Waiver Signature Page |
| KEYBANK NATIONAL ASSOCIATION,
as Lender |
| | |
| | |
| By: |
Name:
Title: |
| S-21 | Waiver Signature Page |
| 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 |
| S-22 | Waiver Signature Page |
| WHITNEY BANK, as Lender |
| | |
| | |
| By: | /s/ Liana Tchernysheva
Name: Liana Tchernysheva
Title: Senior Vice President |
| S-23 | Waiver Signature Page |
| CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK BRANCH, as Lender |
| | |
| | |
| By: | /s/ E. Lindsay Gordon
Name: E. Lindsay Gordon
Title: Executive Director |
| S-24 | Waiver Signature Page |
| 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 |
| S-25 | Waiver Signature Page |
| IBERIABANK, as Lender |
| | |
| | |
| By: | /s/ Tyler S. Thoem
Name: Tyler S. Thoem
Title: Senior Vice President |
| S-26 | Waiver Signature Page |
| PNC BANK, NATIONAL ASSOCIATION,
as Lender |
| | |
| | |
| By: | /s/ Sandra Aultman
Name: Sandra Aultman
Title: Managing Director |
| S-27 | Waiver Signature Page |
| THE ROYAL BANK OF SCOTLAND,
plc, as Lender |
| | |
| | |
| By: | /s/ Samira Siskind
Name: Samira Siskind
Title: Director |
| S-28 | Waiver Signature Page |
| 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 |
| S-29 | Waiver Signature Page |
| 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 |
| S-30 | Waiver Signature Page |
| 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 |
| S-31 | Waiver Signature Page |
| 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 CREDIT AGREEMENT: |
| | |
| ENERGY XXI USA, INC. |
| | |
| | |
| By: | /s/ Antonio de Pinho
Name: Antonio de Pinho
Title: President |
| S-32 | Waiver Signature Page |
| M21K, LLC |
| | |
| | |
| By: | /s/ Antonio de Pinho
Name: Antonio de Pinho
Title: President |
| SOILEAU CATERING, LLC |
| | |
| | |
| By: | /s/ Antonio de Pinho
Name: Antonio de Pinho
Title: President |
| S-33 | Waiver Signature Page |
Energy Partners (NYSE:EPL)
Historical Stock Chart
From Sep 2024 to Oct 2024
Energy Partners (NYSE:EPL)
Historical Stock Chart
From Oct 2023 to Oct 2024