2ND Amendment To Earnout Agreement

SECOND AMENDMENT
TO EARNOUT AGREEMENT


between


ENERGY PARTNERS, LTD.


and


PARTICIPANTS


Effective
January 1, 2003


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TABLE OF CONTENTS


Page
---- SECOND AMENDMENT TO EARNOUT AGREEMENT ................................ 1


ARTICLE I DEFINITIONS AND INTERPRETATION ........................... 1 1.1 Terms Defined Above ...................................... 1 1.2 Terms Defined in Agreement ............................... 1 1.3 References ............................................... 1 1.4 Articles and Sections .................................... 2 1.5 Number and Gender ........................................ 2


ARTICLE II AMENDMENTS ............................................... 2 2.1 Amendment to Section 1.2 ................................. 2 2.2 Amendment to Section 3.2(a) .............................. 2 2.3 Amendment to Section 3.2(d) .............................. 2


ARTICLE III RATIFICATION ............................................. 3


ARTICLE IV MISCELLANEOUS ............................................ 3 4.1 Successors and Assigns ................................... 3 4.2 Rights of Third Parties .................................. 3 4.3 Counterparts ............................................. 3 4.4 Entire Agreement ......................................... 3 4.5 Invalidity ............................................... 3 4.6 Governing Law ............................................ 3


SECOND AMENDMENT TO EARNOUT AGREEMENT


This SECOND AMENDMENT TO EARNOUT AGREEMENT (this "Amendment") executed effective as of January 1, 2003 (the "Effective Date") is by and among ENERGY PARTNERS, LTD., a Delaware corporation ("Energy Partners"), and those Participants (as such term is defined in the Earnout Agreement referred to hereinafter) who or which are signatories to this Amendment, being the owners and holders of a majority in interest of the Earnout Percentages (as such term is defined in the Earnout Agreement referred to hereinafter) and thus sufficient to cause this Amendment to be binding on all Participants.


WITNESSETH:


WHEREAS, Energy Partners and Hall-Houston Oil Company, a Texas corporation ("Hall-Houston"), acting for the benefit of the Participants, entered into an Earnout Agreement dated January 15, 2002 (the "Agreement");


WHEREAS, each of the Participants has become a party to the Agreement by executing and providing to Energy Partners an Adoption Agreement (as such term is defined in the Agreement);


WHEREAS, the Agreement has previously been amended by that certain First Amendment to Earnout Agreement dated July 1, 2002 among Energy Partners and the owners and holders of a majority in interest of the Earnout Percentages (the "Amended Agreement");


WHEREAS, Energy Partners and the additional signatories hereto desire to amend the Amended Agreement in the particulars hereinafter provided;


NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS AND INTERPRETATION


1.1 Terms Defined Above. As used in this Second Amendment to Earnout Agreement, each of the terms "Agreement," "Amended Agreement", "Amendment," "Effective Date," "Energy Partners," and "Hall-Houston" shall have the meaning assigned to such term hereinabove.


1.2 Terms Defined in Agreement. Each term defined in the Agreement and used herein without definition shall have the meaning assigned to such term in the Agreement, unless herein expressly provided to the contrary.


1.3 References. References in this Amendment to Schedule, Article, or Section numbers shall be to Schedules, Articles, or Sections of this Amendment, unless expressly stated to the contrary. References in this Am ...