EXHIBIT 10.4

THIS EXCHANGE AGENT AGREEMENT (this “ Agreement ”) between Energy Partners, Ltd., a Delaware corporation (the “ Company ”), and Mellon Investor Services LLC (operating with the service name BNY Mellon Shareowner Services), a New Jersey limited liability company (“ Agent ”), is dated as of September 15, 2009.

WHEREAS , on May 1, 2009, the Company and certain of its subsidiaries filed voluntary petitions for reorganization (the “ Chapter 11 Cases ”) under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “ Bankruptcy Court ”);

WHEREAS , on August 3, 2009, the Bankruptcy Court issued a confirmation order (the “ Confirmation Order ”) confirming the Company’s Second Amended Joint Plan of Reorganization, as modified as of July 31, 2009 and as further modified by the Confirmation Order (the “ Plan ”);

WHEREAS , pursuant to the Plan, (i) the Company’s 8.75% unsecured notes due 2010, 9.75% senior unsecured notes due 2014, Senior Floating Notes due 2013 (collectively, the “ Senior Notes ”), (ii) shares of issued and outstanding Company common stock, par value $0.01 per share (“ Old Shares ”), and (iii) stock-settled restricted stock units issued pursuant to the Company’s existing long-term incentive plans deemed vested under the Plan (the “ RSUs ”), will be exchanged (the “ Exchange ”) for shares of new Company common stock, par value $0.01 per share (“ New Shares ”);

WHEREAS , pursuant to Section 5.03 of the Plan, as of the effective time of the Exchange (the “ Effective Time ”), certificates representing Old Shares that have not been previously surrendered to the Agent shall be deemed to have been surrendered; and

WHEREAS , in accordance with, and subject to, the terms and conditions set forth in this Agreement, the Company desires to appoint the Agent as exchange agent for the Exchange, and the Agent desires to accept such appointment.

1. Appointment; Exchange .

(a) In accordance with, and subject to, the terms and conditions set forth in this Agreement, the Company hereby appoints Agent to act as exchange agent with respect to the Exchange, and Agent hereby accepts such appointment.

(b) The Company shall inform Agent of the Effective Time at least three (3) business days prior thereto.

(c) Prior to the Effective Time, the Company shall deliver to Agent, or cause to be delivered to Agent, a letter certifying the registered holders of the Senior Notes and the aggregate amount of principal outstanding under the Senior Notes (the “ Senior Notes Letter ”).

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(d) Prior to the Effective Time, the Agent shall prepare a list of holders of record of Old Shares as of the close of business on the date immediately preceding the date on which the Effective Time is to occur (the “ Record Stockholder List ”), which shall include each such holder’s name, address, taxpayer identification number and amount of Old Shares held.

(e) Prior to the Effective Time, the Company will furnish the Agent with written instructions (the “ Company Instructions ”) from an authorized representative which shall include (i) the rates at which each of the Senior Notes, Old Shares and RSUs shall be exchangeable into the New Shares, (ii) a list of holders of RSUs setting forth each such holder’s name, address and settlement amounts in Old Shares in respect of each such holder’s RSUs (the “ RSU List ”), (iii) an instruction to close the transfer books for the Old Shares at the Effective Time, (iv) instructions to perform the Exchange in accordance with Section 1(f) of this Agreement and (v) instructions to create a balance account for the benefit of unexchanged holders for the number of New Shares to be issued in exchange for the Senior Notes, Old Shares and the RSUs at the Effective Time.

(f) Subject to the terms and conditions of this Agreement and the Company’s confirmation of the Effective Time pursuant to Section 1(b) hereof, and in accordance with the Company Instructions, Agent in its capacity as exchange agent hereunder shall:

(i) with respect to the Senior Notes, (1) credit the appropriate number of book-entry New Shares to holders of Senior Notes as set forth in the Senior Notes Letter and (2) mail a transaction notice reflecting such credit (along with a notice stating that the Senior Notes were deemed cancelled as of the Effective Time) to each such holder of Senior Notes;

(ii) with respect to certificated Old Shares:

(A) (1) debit all certificated Old Shares reflected in the stockholder accounts of holders of record of certificated Old Shares at the Effective Time as set forth in the Record Stockholder List, (2) credit the appropriate number of book-entry New Shares to each holder of certificated Old Shares at the Effective Time as set forth in the Record Stockholder List and (3) mail a transaction notice reflecting such credit (along with a notice stating that the certificates representing Old Shares were deemed cancelled as of the Effective Time) to each such holder of Old Shares; and

(B) accept any certificates representing Old Shares sent by holders of record of Old Shares, provided that , for the avoidance of doubt, the receipt of such certificates of Old Shares shall not be a condition to Agent’s obligations set forth in Section 1(f)(ii)(A);

(iii) with respect to book-entry Old Shares, (1) debit all book-entry Old Shares held in the stockholder accounts of holders of record of book-entry Old Shares at the Effective Time as set forth in the Record Stockholder List, (2) credit the appropriate number of book-entry New Shares to each holder of book-entry Old

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Shares and (3) mail a transaction notice reflecting such credit (along with a notice stating that the book-entry Old Shares were deemed cancelled as of the Effective Time) to each such holder of Old Shares; and

(iv) with respect to the RSUs, (1) credit the appropriate number of book-entry New Shares to each holder of RSUs as set forth in the RSU List and (2) mail a transaction notice reflecting such credit (along with a notice stating that the RSUs were deemed cancelled as of the Effective Time) to each such holder of RSUs.

2. Treasury Shares. The Company shall, at or prior to the Effective Time, provide to Agent a written list of all Old Shares held in treasury to be cancelled as of the Effective Time, indicating whether such treasury shares are certificated, in book-entry form or registered through a brokerage account. At or prior to the Effective Time, the Company shall deliver any and all certificates representing such treasury shares to Agent for proper cancellation. The Company hereby authorizes and instructs Agent to cancel all such treasury shares delivered to Agent hereunder in certificated form or maintained by Agent in book-entry.

3. Fractional Shares. No fractional shares of the New Shares will be issued in the Exchange. Whenever any distribution to a particular holder would otherwise call for distribution of a fraction of a share of the New Shares, such number of New Shares to be distributed shall be rounded up or down to the nearest whole number and such holder shall receive no separate consideration for such fractional shares.

4. Treatment of Restrictive Legends. All New Shares issued in exchange for Old Shares may be issued without restrictive legend(s).

5. Cancellation and Debit of Old Shares. As of the Effective Time, Agent will become the sole recordkeeping agent for the Old Shares, and shall maintain such records in accordance with its standard practices. At the Effective Time, (a) any certificates representing Old Shares surrendered to Agent prior to the Effective Time shall be canceled by the Agent, (b) any certificates representing Old Shares deemed surrendered at the Effective Time pursuant to Section 5.03 of the Plan shall be deemed canceled by Agent and (c) the book-entry Old Shares held in the stockholder account of the applicable holder will be debited, and such cancellation or debit shall be reflected within the records maintained by Agent.

6. Report of Exchange Activity. Within ten (10) business days of the Effective Time, Agent will prepare and provide to the Company a report setting forth in tabular form (i) the name and address of each holder of Senior Notes, Old Shares and RSUs as of the Effective Time; (ii) the aggregate principal amount outstanding with respect to any Senior Notes held by such holder, the number of Old Shares held by such holder and the number of RSUs held by such holder, as applicable, and (iii) the number of New Shares issued to such holder.

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7. Tax Reporting. Should any issue arise regarding federal income tax reporting or withholding, Agent shall take such reasonable action as the Company may reasonably request in writing. Such action may be subject to additional fees.

8. Authorizations and Protections. As agent for the Company hereunder, Agent:

(a) shall have no duties or obligations other than those specifically set forth herein or as may subsequently be agreed to in writing by Agent and the Company;

(b) shall have no obligation to conduct