EXHIBIT 5

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to securities of Energy Partners, Ltd., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.  This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of July 2, 2012.

BLACK DIAMOND OFFSHORE LTD.
By:	Carlson Capital, L.P.
	its investment manager
By:	Asgard Investment Corp. II,
	its general partner
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
DOUBLE BLACK DIAMOND OFFSHORE LTD.
By:	Carlson Capital, L.P.
	its investment manager
By:	Asgard Investment Corp. II,
	its general partner
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
DOUBLE BLACK DIAMOND INTERMEDIATE LTD.
By:	Carlson Capital, L.P.
	its investment manager
By:	Asgard Investment Corp. II,
	its general partner
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President

DOUBLE BLACK DIAMOND L.P.
By:	Carlson Capital, L.P.
	its investment manager
By:	Asgard Investment Corp. II,
	its general partner
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
CARLSON CAPITAL, L.P.
By:	Carlson Capital, L.P.
	its investment manager
By:	Asgard Investment Corp. II,
	its general partner
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
ASGARD INVESTMENT CORP.
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
ASGARD INVESTMENT CORP. II
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President
/s/ Clint D. Carlson
Clint D. Carlson
/s/ Steven J. Pully
Steven J. Pully