Item 1.01 Entry into a Material Definitive Agreement.

On March 5, 2009, Energy Partners, Ltd. (the "Company") was notified by the United States Department of the Interior, Minerals Management Service (the "MMS") that an Incident of Noncompliance ("INC") had been issued as a result of the Company's failure to provide supplemental bonds or other security in the amount of $16.7 million that was due by February 27, 2009 to guarantee performance of the Company's obligations to abandon wells, remove platforms and facilities, and clear the seafloor of obstructions on leases with associated lease obligations. The INC states that the Company's failure to correct this INC by the close of business on March 27, 2009 will result in a shut-in of the Company's outer continental shelf facilities located on and outer continental shelf wells associated with South Pass Block 27 and South Pass Block 28 that are located in federal waters.

The foregoing is qualified in its entirety by reference to the letter from the MMS and the INC, each dated as of March 4, 2009, attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are filed herewith:

Exhibit No. Description

99.1 Letter from the United States Department of the Interior, Minerals Management Service, dated March 4, 2009

99.2 Notification of Incidents of Noncompliance from the United States Department of the Interior, Minerals Management Service, dated March 4, 2009

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