EXHIBIT 10.3 EMPLOYMENT AND STOCK OWNERSHIP AGREEMENT BY AND BETWEEN ENERGY PARTNERS, LTD.Employment Agreement • January 22nd, 2002 • Energy Partners LTD • Services-business services, nec • Texas
Warrant No. 1 Number of Shares: up to 618.70 ------- (subject to adjustment)Warrant Agreement • September 21st, 2000 • Energy Partners LTD • Services-business services, nec • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2004 • Energy Partners LTD • Crude petroleum & natural gas • New York
1 EXHIBIT 10.33 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 11th, 2000 • Energy Partners LTD • Services-business services, nec • Louisiana
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 8th, 2003 • Energy Partners LTD • Crude petroleum & natural gas • Texas
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 20th, 2001 • Energy Partners LTD • Services-business services, nec • Delaware
andRights Agreement • September 14th, 2006 • Energy Partners LTD • Crude petroleum & natural gas • Delaware
BAY MARCHAND 2 ASSET PURCHASE AGREEMENT Between SHELL OFFSHORE INC., SHELL OIL & GAS INVESTMENT LIMITED PARTNERSHIP, SHELL CONSOLIDATED ENERGY RESOURCES INC., AND SHELL FRONTIER OIL & GAS INC. (COLLECTIVELY AS "SELLER") and ENERGY PARTNERS, LTD. AND...Asset Purchase Agreement • August 2nd, 2000 • Energy Partners LTD • Louisiana
RECITALSAgreement and Plan of Merger • January 22nd, 2002 • Energy Partners LTD • Services-business services, nec • Delaware
Execution Version ENERGY PARTNERS, LTD. 8 3/4% Senior Notes due 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2003 • Energy Partners LTD • Crude petroleum & natural gas • New York
BY AND BETWEENConsulting Agreement • November 1st, 2004 • Energy Partners LTD • Crude petroleum & natural gas • Texas
COMMON STOCKUnderwriting Agreement • April 3rd, 2003 • Energy Partners LTD • Crude petroleum & natural gas • New York
EXHIBIT 10.3 ENERGY PARTNERS, LTD. AMENDED AND RESTATED 2000 LONG TERM STOCK INCENTIVE PLAN NONQUALIFIED STOCK OPTION [GRANT DATE] GRANTNonqualified Stock Option Agreement • August 5th, 2004 • Energy Partners LTD • Crude petroleum & natural gas
RECITALSStock Purchase Agreement • November 12th, 2004 • Energy Partners LTD • Crude petroleum & natural gas • New York
EXHIBIT 10.1 FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 5th, 2004 • Energy Partners LTD • Crude petroleum & natural gas • New York
STOCKHOLDER AGREEMENTStockholder Agreement • April 3rd, 2003 • Energy Partners LTD • Crude petroleum & natural gas • Delaware
written notice for any reason whatsoever in which case Employee shall not be entitled to the balance of compensation for the remainder of the Term following such ninety (90) day notice. Employee shall not be entitled to the balance of compensation due...Employment Agreement • October 11th, 2000 • Energy Partners LTD • Services-business services, nec • Louisiana
as Issuer and as Trustee INDENTUREIndenture • July 16th, 2004 • Energy Partners LTD • Crude petroleum & natural gas • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 24th, 2009 • Energy Partners LTD • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2009, between Energy Partners Ltd., a Delaware corporation (the “Company”), and (“Indemnitee”).
EXHIBIT 10.1 SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT REVOLVING LINE OF CREDIT OF UP TO $100,000,000.00Revolving Credit Agreement • January 22nd, 2002 • Energy Partners LTD • Services-business services, nec • Texas
SECTION 1 DEFINITIONSStock Purchase Agreement • September 21st, 2000 • Energy Partners LTD • Services-business services, nec • Delaware
RECITALSFinancing Agreement • September 21st, 2000 • Energy Partners LTD • Services-business services, nec • Massachusetts
EXHIBIT 2.3 ASSIGNMENT AND AMENDMENT OF PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 22nd, 2002 • Energy Partners LTD • Services-business services, nec • Louisiana
ENERGY PARTNERS, LTD. AND EACH OF THE GUARANTORS PARTY HERETO 8.250% SENIOR NOTES DUE 2018 INDENTURE Dated as of February 14, 2011 U.S. Bank National Association TrusteeIndenture • February 15th, 2011 • Energy Partners LTD • Crude petroleum & natural gas • New York
INDENTURE dated as of February 14, 2011 among Energy Partners, Ltd., a Delaware corporation (the “Company”), the Guarantors (as defined) and U.S. Bank National Association, as trustee.
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • August 13th, 2002 • Energy Partners LTD • Crude petroleum & natural gas • Texas
REGISTRATION RIGHTS AGREEMENT by and among Energy Partners, Ltd. EPL Pipeline, L.L.C. EPL of Louisiana, L.L.C. Delaware EPL of Texas, LLC EPL Pioneer Houston, Inc. and Banc of America Securities LLC Dated as of April 23, 2007Registration Rights Agreement • April 26th, 2007 • Energy Partners LTD • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 23, 2007, by and among Energy Partners, Ltd., a Delaware corporation (the “Company”), EPL Pipeline, L.L.C, EPL of Louisiana, L.L.C., Delaware EPL of Texas, LLC, EPL Pioneer Houston, Inc. (collectively, the “Guarantors”), and Banc of America Securities LLC, BNP Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC, BMO Capital Markets Corp., Calyon Securities (USA) Inc., Piper Jaffray & Co., Scotia Capital (USA) Inc., Friedman, Billings, Ramsey & Co., Inc., Johnson Rice & Company L.L.C. and SG Americas Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s Senior Floating Rate Notes due 2013 (the “Floating Rate Notes”) and 9.75% Senior Notes due 2014 (the “Senior Notes” and together with the Floating Rate Notes, the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees
EXECUTION VERSION 2,500,000 Shares ENERGY PARTNERS, LTD. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2003 • Energy Partners LTD • Crude petroleum & natural gas • New York
ARTICLE I GENERALPatent License Agreement • October 24th, 2000 • Energy Partners LTD • Services-business services, nec • Colorado
CHANGE OF CONTROL SEVERANCE AGREEMENT BY AND BETWEEN ENERGY PARTNERS, LTD. AND -----------------------------------------------Change of Control Severance Agreement • March 30th, 2005 • Energy Partners LTD • Crude petroleum & natural gas • Delaware
EXHIBIT 10.5 ENERGY PARTNERS, LTD. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORSStock Option Agreement • August 5th, 2004 • Energy Partners LTD • Crude petroleum & natural gas
EXHIBIT AJoint Filing Agreement • March 7th, 2003 • Energy Partners LTD • Crude petroleum & natural gas
This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
1 EXHIBIT 10.23 ALLIANCE AGREEMENT PRODUCTION OPERATIONS AND MAINTENANCE SERVICES THIS AGREEMENT is made and entered into this the 4th day of June, 1998, by and between PRODUCTION MANAGEMENT CORPORATION, a Louisiana corporation, hereinafter referred...Alliance Agreement • September 21st, 2000 • Energy Partners LTD • Services-business services, nec • Maritime
1 EXHIBIT 10.35 EXPLORATION AGREEMENT AND AGREEMENT TO ASSIGN HUGES-RAWLS, L.L.C. AND ENERGY PARTNERS, LTD.Exploration Agreement • October 11th, 2000 • Energy Partners LTD • Services-business services, nec • Louisiana
CREDIT AGREEMENT DATED AS OF FEBRUARY 14, 2011 AMONG ENERGY PARTNERS, LTD., AS BORROWER, BANK OF MONTREAL, AS ADMINISTRATIVE AGENT AND ISSUING BANK, CAPITAL ONE, N.A. AND THE BANK OF NOVA SCOTIA, AS CO-SYNDICATION AGENTS, NATIXIS, S.A. AND REGIONS...Credit Agreement • February 15th, 2011 • Energy Partners LTD • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of February 14, 2011, is among: ENERGY PARTNERS, LTD., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BANK OF MONTREAL (in its individual capacity, “BMO”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as Issuing Bank (as defined below); CAPITAL ONE, N.A. and THE BANK OF NOVA SCOTIA, as co-syndication agents (in such capacity, together with their successors in such capacity, the “Co-Syndication Agents”); and NATIXIS, S.A. and REGIONS BANK, as co-documentation agents (in such capacity, together with their successors in such capacity, the “Co-Documentation Agents”).
WITNESSETH:Farmout Agreement • October 11th, 2000 • Energy Partners LTD • Services-business services, nec • Louisiana
