IBERIABANK Clause Samples

IBERIABANK. By:/s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: EVP, Energy Lending Manager #5296996 LENDER: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name:▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title:Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name:▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director #5296996 LENDER: By: /s/ ▇▇▇▇ ▇▇▇ Name: ▇▇▇▇ ▇▇▇ Title: Assistant Vice President #5296996 #4799079.2 ANNEX A TO AMENDMENT NO. 9

IBERIABANK. A. IBERIABANK is a Louisiana banking corporation, duly organized, validly existing and in good standing under the laws of the state of Louisiana and the United States. IBERIABANK has all requisite corporate power and authority (including all licenses, franchises, permits and other governmental authorizations as are legally required) to carry on its business as now being conducted, to own, lease and operate its properties and assets as now owned, leased or operated and to enter into and to carry on the business and activities now conducted by it. True and complete copies of the Articles of Incorporation and Bylaws of IBERIABANK, as amended to date, have been delivered to FPHI. IBERIABANK is an insured bank as defined in the FDIA. IBERIABANK is duly qualified to do business and, where such concept is recognized under applicable law, in good standing in all jurisdictions (federal, state and local) where its ownership or leasing of property or the conduct of its business requires it to be so qualified and in which failure to be so qualified would reasonably be expected to result in a Material Adverse Change. Except as set forth in Schedule 4.04(A), IBERIABANK has no equity interest, direct or indirect, in any other bank or corporation or in any partnership, joint venture or other business enterprise or entity, except as acquired through settlement of indebtedness, foreclosure, the exercise of creditors’ remedies or in a fiduciary capacity, and the business carried on by IBERIABANK has not been conducted through any other direct or indirect Subsidiary or Affiliate of IBERIABANK. B. The authorized capital stock of IBERIABANK consists of 1,000,000 shares of common stock, $1.00 par value per share, of which 301 shares are issued and outstanding as of the date of this Agreement. IBKC is in possession of all certificates evidencing all of the shares of capital stock of IBERIABANK. All of the outstanding shares of capital stock or other securities evidencing ownership of IBERIABANK are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of the preemptive rights of any person and have been issued in material compliance with applicable securities laws. There are no restrictions applicable to the payment of dividends on the shares of the capital stock of IBERIABANK, except pursuant to applicable laws and regulations, and all dividends declared before the date of this Agreement on such capital stock have been paid. There ar...

IBERIABANK. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ First Amendment to Amended and Restated Credit Agreement LENDER: WHITNEY BANK By: /s/ Liana Tchernysheva First Amendment to Amended and Restated Credit Agreement LENDER: ING CAPITAL LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ First Amendment to Amended and Restated Credit Agreement LENDER: ASSOCIATED BANK, N.A. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ First Amendment to Amended and Restated Credit Agreement This certificate is delivered pursuant to Section 9.04(a)(iv) of the Amended and Restated Credit Agreement, dated as of October 31, 2012, as amended from time to time, by and among EPL Oil & Gas, Inc. (f/k/a Energy Partners. Ltd.), as the Borrower, Bank of Montreal, as Administrative Agent and Issuing Bank and the lenders and agents party thereto (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”). Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement. The undersigned hereby certifies that [he][she] is the [_____________] of the Borrower and further certifies, represents and warrants for and on behalf of the Borrower (as of the date hereof) to each of the following statements:

IBERIABANK a division of First Horizon Bank, as an Exiting Lender for purposes of Section 3 only

IBERIABANK. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Senior Vice President ▇▇▇▇▇ Fargo Bank, N.A. 16.00 % $ 68,000,000.00 MUFG Union Bank, N.A. 11.20 % $ 47,600,000.00 Credit Agricole Corporate and Investment Bank 11.20 % $ 47,600,000.00 Capital One, National Association 11.20 % $ 47,600,000.00 JPMorgan Chase Bank, N.A. 11.20 % $ 47,600,000.00 Toronto Dominion (New York) LLC 8.00 % $ 34,000,000.00 Comerica Bank 8.00 % $ 34,000,000.00 SunTrust Bank 8.00 % $ 34,000,000.00 BOKF, NA dba Bank of Texas 4.80 % $ 20,400,000.00 Citibank, N.A. 3.60 % $ 15,300,000.00 Barclays Bank PLC 3.60 % $ 15,300,000.00 IBERIABANK 3.20 % $ 13,600,000.00 TOTAL 100.0000000 % $ 425,000,000.00 *Borrowing Base is subject to redetermination pursuant to the terms of the Credit Agreement, as amended.