UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 OR 15(d) of The OFSecurities Exchange Act of 1934

~~THE~~Date ~~SECURITIES~~of ~~EXCHANGE~~Report ~~ACT~~(Date OFof ~~1934~~earliest event reported): February 29, 2016

~~Date~~EPL ofOil ~~report~~& ~~(Date of earliest event reported): November 30~~Gas, ~~2015~~Inc.

EPL OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

001-16179

Delaware

001-16179

72-1409562

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

~~(Commission~~1021 ~~File~~Main ~~Number)~~Street, Suite 2626, Houston, Texas 77002

Delaware	72-1409562
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1021 Main Street, Suite 2626
Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

(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) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

~~Item~~o ~~1.01.~~Soliciting ~~Entry~~material pursuant ~~into~~to aRule 14a-12 ~~Material~~under ~~Definitive~~the ~~Agreement~~Exchange Act (17 CFR 240.14a-12)

Ono ~~November 30, 2015, EPL Oil & Gas, Inc. (the “Company”) and Energy XXI Gulf Coast, Inc. (“Gulf Coast”), the indirect wholly~~Pre-~~owned~~commencement ~~subsidiaries~~communications ofpursuant ~~Energy~~to ~~XXI Ltd~~ Rule 14d-2(~~“Energy XXI”~~b)~~, received written confirmation from the administrative agent~~ under ~~their Second Amended and Restated First Lien Credit Agreement (~~the ~~“First~~Exchange ~~Lien~~Act Credit Agreement”) that they had received signature pages from the required lenders under the First Lien Credit Agreement for the Twelfth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of November 30, 2015 (~~the~~17 ~~“Amendment”).~~CFR ~~The Amendment also became effective as of such date based on satisfaction of the conditions to such effectiveness provided in the Amendment~~240.14d-2(b))

~~Under~~o ~~the Amendment,~~Pre-commencement ~~the~~communications ~~following~~pursuant ~~changes~~ to Rule 13e-4(c) under the ~~First~~Exchange ~~Lien~~Act ~~Credit~~(17 ~~Agreement~~CFR ~~were effective upon signing:~~240.13e-4(c))

·Item Modification of triggers that require the Company and its subsidiaries to provide guarantees of the indebtedness of Gulf Coast and its subsidiaries and grant liens on the assets of the Company and its subsidiaries to secure such guarantees1.01 ~~Under~~Entry ~~such~~into ~~modifications,~~a ~~such~~Material ~~guarantees~~Definitive ~~and security will be required upon the earlier of the Company’s retirement of its obligations in respect of its outstanding 8~~Agreement.25% notes due 2018 and amendments to covenant restrictions under such notes that eliminate restrictions on the ability of the Company and its subsidiaries to guarantee the indebtedness of Gulf Coast and its subsidiaries and grant liens on the assets of the Company and its subsidiaries to secure such guarantees (even if such notes have not been refinanced or defeased).

·On ~~Suspending~~February ~~the~~29, ~~secured~~2016, ~~debt~~EPL ~~leverage~~Oil ~~ratio~~& ~~covenant~~Gas, Inc., ~~with~~a ~~respect~~Delaware tocorporation (the “Company”), and ~~its~~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 ~~begin~~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 ~~fiscal~~conditions ~~quarter~~to ~~ending~~such effectiveness provided in the Waiver and by its terms it will expire on the earlier of (i) March 3114, ~~2017~~2016, ~~rather~~(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 3114, ~~2015~~2016).

·The ~~Modifying~~Waiver ~~the~~provides ~~secured~~that ~~debt leverage covenant with respect to~~ Gulf Coast ~~and~~is ~~its~~not required ~~subsidiaries~~ to bedeliver ~~3.75:1.00~~a ascompliance ofcertificate ~~the~~for ~~end of each fiscal quarter beginning with~~ the fiscal quarter ~~ending~~ended ~~September~~December 3031, 2015, ~~and~~until tothe ~~increase~~expiration toof ~~4.75:1.00~~the ~~starting March 31, 2016, to 5~~Waiver.~~25:1.00 starting June 30, 2016, and decreasing to 5.00:1.00 beginning June 30, 2017 and thereafter.~~

~~Pursuant to the terms of the Amendment~~Additionally, ~~the lenders~~ under the ~~First~~Waiver, ~~Lien Credit Agreement also maintained~~ the ~~borrowing base for Gulf Coast at $500,000,000,~~following ofchanges ~~which~~to ~~such amount $150,000,000 is~~ the ~~borrowing base for the Company under the subfacility established for the Company under the~~ First Lien Credit Agreement. ~~These respective borrowing bases~~ were ~~set in accordance with the regular annual process for determination of the borrowing bases and the borrowing bases are to remain~~ effective ~~under~~upon ~~the next redetermination thereof under the terms of the First Lien Credit Agreement.~~signing:

A· ~~copy~~prohibiting ofGulf Coast and the ~~Amendment~~Company isfrom ~~filed~~borrowing asunder ~~Exhibit 10.1~~the toFirst ~~this~~Lien ~~Current~~Credit ~~Report~~Agreement on ~~Form~~or ~~8-K.~~before March 15, 2016;

~~Item~~· ~~9.01.~~requiring ~~Financial~~Gulf ~~Statements~~Coast and ~~Exhibits.~~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

~~(d)~~· ~~Exhibits~~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.

EXHIBIT NO.		ITEM
10.1		Twelfth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of November 30, 2015

Item 9.01

Financial Statements and Exhibits

~~SIGNATURES~~(d) Exhibits

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.

Exhibit No.		Description
10.1		Thirteenth Amendment to Second Amended and Restated First Lien Credit Agreement, dated as of February 29, 2016.

	EPL OIL & GAS, INC.
Dated: November 30, 2015	By:	/s/ Rick Fox
		Name: Rick FoxTitle: Chief Financial Officer

SIGNATURES

~~Exhibit~~Pursuant ~~Index~~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.

EXHIBIT NO.		ITEM
	EPL Oil & Gas, Inc.
10.1		Twelfth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of November 30, 2015
March 4, 2016	By:	/s/ Rick Fox
		Rick FoxChief 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.

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