BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC and BLACK ELK ENERGY FINANCE CORP., as Issuers, AND EACH OF THE GUARANTORS PARTY HERETO INDENTURE Dated as of November 23, 2010 13.75% SENIOR SECURED NOTES DUE 2015 The Bank of New York Mellon Trust Company,...Indenture • May 16th, 2011 • Black Elk Energy Finance Corp. • New York
THIS INDENTURE dated as of November 23, 2010 is among Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (the “Company”), Black Elk Energy Finance Corp., a Texas corporation (the “Co-Issuer,” and together with the Company, the “Issuers”), the Guarantors (as defined herein), and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent.
CREDIT AGREEMENT dated as of December 24, 2010 among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, as Borrower, CAPITAL ONE, N.A., as Administrative Agent and THE LENDERS PARTY HERETOCredit Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This Credit Agreement, dated as of December 24, 2010 (the “Effective Date”), is among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Borrower”), each of the Lenders from time to time party hereto, CAPITAL ONE, N.A. (in its individual capacity, “Capital One”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC BLACK ELK ENERGY FINANCE CORP. $150,000,000 13.75% Senior Secured Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2011 • Black Elk Energy Finance Corp.
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 30, 2007, is entered into by and between Black Elk Energy, LLC, a Texas limited liability company (the “Company”), and James F. Hagemeier, an individual residing in Houston, Texas (“Employee”).
SECURITY AGREEMENT dated as of December 24, 2010 made by BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, BLACK ELK ENERGY FINANCE CORP., BLACK ELK ENERGY LAND OPERATIONS, LLC, and THE OTHER GRANTORS PARTY HERETO, in favor of CAPITAL ONE, N.A., not in its...Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This SECURITY AGREEMENT, dated as of December 24, 2010 (this “Agreement”), is made by Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (the “Borrower”), Black Elk Energy Finance Corp., a Texas corporation (“Finance”), Black Elk Energy Land Operations, LLC, a Texas limited liability company (“BEELO”, and together with Finance and the Borrower, the “Grantors” and each individually a “Grantor”) in favor of Capital One, N.A., (i) as Administrative Agent under the Credit Agreement (as defined below) and (ii) as collateral agent for BP Corporation North America, Inc. (“BP”) under the BP Intercreditor Agreement (as defined in the Credit Agreement), not in its individual capacity, but solely as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”), for the benefit of itself and the Secured Parties (as defined below).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BLACK ELK ENERGY OFFSHORE OPERATIONS, LLCOperating Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This First Amendment (the “Amendment”) to the Second Amended and Restated Limited Liability Company Operating Agreement, of BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Company”), is made and entered into as of the 19th day of August, 2010.
OPERATED DEPOSIT ACCOUNT CONTROL AGREEMENT Executed and Delivered as of October 29, 2009. PARTIESDeposit Account Control Agreement • May 16th, 2011 • Black Elk Energy Finance Corp.
The Debtor has established an Escrow Account identified by the Deposit Account number specified below (as re-numbered and including any funds in the Deposit Account or Deposit Accounts, the “Deposit Account”), which has been established pursuant to that certain Operated Escrow Agreement by and among the Secured Party, the Debtor, and the Bank dated of even date herewith (as amended from time to time, the “Escrow Account”). The Debtor has granted the Secured Party a security interest in the Deposit Account. The Debtor is requesting that the Bank enter into this Agreement. The Bank is willing to do so upon the terms contained in this Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • May 16th, 2011 • Black Elk Energy Finance Corp.
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of December 24, 2010 by and among BP CORPORATION NORTH AMERICA INC., an Indiana corporation (“Swap Counterparty”), BLACK ELK OFFSHORE OPERATIONS, LLC, a Texas limited liability company (“Borrower”), and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for itself and the Lenders (the “Lenders”) party to the Credit Agreement referred to below (the “Administrative Agent” or the “Collateral Agent”).
GUARANTY AGREEMENTGuaranty Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of December 24, 2010, is made by each of the undersigned Subsidiaries of the Borrower (as defined below) (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Capital One, N.A., as Administrative Agent (the “Agent”) for the benefit of the Lenders pursuant to that certain Letter of Credit Facility Agreement dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Facility Agreement”), by and among the Borrower, the Agent and the Lenders.
MORTGAGE, DEED OF TRUST, COLLATERAL ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT BY AND BETWEEN BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC AND W&T OFFSHORE, INC. AND W. REID LEA, AS TRUSTEE FOR THE BENEFIT OF W&T OFFSHORE, INC.Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Louisiana
BE IT KNOWN that on this 29th day of October 2009, before me, the undersigned Notary Public duly commissioned and qualified, personally came and appeared:
PLEDGE AND SECURITY AGREEMENT By: BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC as Pledgor In Favor of CAPITAL ONE, N.A. as Collateral Agent Dated as of December 24, 2010Pledge and Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made as of December 24, 2010, by BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Pledgor”), in favor of CAPITAL ONE, N.A., (i) as Administrative Agent under the Credit Agreement (as defined below) and (ii) as collateral agent for BP Corporation North America, Inc. (“BP”) under the BP Intercreditor Agreement (as defined in the Credit Agreement), not in its individual capacity, but solely as collateral agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) on behalf of the Secured Parties (as defined below).
AMENDED AND RESTATED INTERCREDITOR AGREEMENT (NON-OPERATED PROPERTIES)Intercreditor Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of December 24, 2010, and entered into by and among CAPITAL ONE, N.A. (“Capital One”), in its capacity as Facility/Swap Agent for the Facility/Swap Creditors, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Indenture Trustee (in such capacity, with its successors and assigns, the “Notes Trustee”) and in its capacity as Collateral Agent (in such capacity, with its successor and assigns, the “Notes Collateral Agent”, and together with the Facility/Swap Agent and the Notes Trustee, the “Senior Agents”) for, on behalf of and in the stead of, the Notes Creditors (and, together with the Facility/Swap Creditors, the “Senior Creditors”), W&T Offshore, Inc. (the “Junior Creditor”), BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC (“BEEOO”) and BLACK ELK ENERGY FINANCE CORP. (“BEEFC”) and each of the other Loan Parties from time to time party hereto. Defined terms used in this preamble and the recitals
SECURITY AND PLEDGE AGREEMENT dated as of December 24, 2010 between BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC and CAPITAL ONE, N.A., not in its individual capacity, but solely as Administrative AgentSecurity and Pledge Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS SECURITY AND PLEDGE AGREEMENT (this “Agreement”), dated as of December 24, 2010, is between Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (the “Debtor”) and Capital One, N.A., as Administrative Agent under the Facility Agreement (as herein defined), not in its individual capacity, but solely as collateral agent for the Lenders and other Secured Parties (as such terms are defined herein) (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 16th, 2011 • Black Elk Energy Finance Corp.
This Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of September 30, 2010, by and between Nippon Oil Exploration U.S.A. Limited (“Seller”) and Black Elk Energy Offshore Operations, LLC (“Buyer”). Seller and Buyer are hereinafter collectively referred to as the “Parties”, and each individually as a “Party”.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC DATED AS OF JULY 13, 2009Limited Liability Company Operating Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Company”), dated as of [ ], 2009, by and among those persons or entities whose names and addresses are set forth on Exhibit A hereto, which may be amended from time to time as set forth herein and those persons or entities whose names and addresses are set forth in Exhibit B hereto, which may be amended from time to time as set forth herein (each individually a “Member” and together, the “Members”).
NON-OPERATED ESCROW AGREEMENTNon-Operated Escrow Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This NON-OPERATED ESCROW AGREEMENT (this "Agreement"), dated as of October 29, 2009, but made to be effective as of August 1, 2009 (the “Effective Date”) is entered into by and between W&T Offshore, Inc., a Texas corporation (“W&T”), Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (“BEEOO”) and Amegy Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN W&T OFFSHORE, INC., a Texas corporation (SELLER) AND BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC a Texas limited liability company (BUYER)Purchase and Sale Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated September 14, 2009 (the “Execution Date”), is by and between W&T OFFSHORE, INC., a Texas corporation, whose mailing address is Nine Greenway Plaza, Suite 300, Houston, Texas 77046 (“Seller”), and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company, whose mailing address is 11451 Katy Freeway, Suite 500, Houston, Texas 77079 (“Buyer”).
PURCHASE AND SALE AGREEMENT between NIPPON OIL EXPLORATION U.S.A. LIMITED, as Seller and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, as Buyer dated August 5, 2010Purchase and Sale Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS PURCHASE AND SALE AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is executed as of this 5th day of August, 2010, and is between Nippon Oil Exploration U.S.A. Limited, a Delaware corporation (“Seller”), and Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (“Buyer”).
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND BETWEEN W&T OFFSHORE, INC., a Texas corporation (SELLER) AND BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC a Texas limited liability company (BUYER)Purchase and Sale Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of November 23, 2010, is by and between W&T OFFSHORE, INC., a Texas corporation, whose mailing address is Nine Greenway Plaza, Suite 300, Houston, Texas 77046 (“Seller”), and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company, whose mailing address is 11451 Katy Freeway, Suite 500, Houston, Texas 77079 (“Buyer”).
OPERATED ESCROW AGREEMENTOperated Escrow Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This OPERATED ESCROW AGREEMENT (this “Agreement”), dated as of October 29, 2009, but made to be effective as of August 1, 2009 (the “Effective Date”) is entered into by and between W&T Offshore, Inc., a Texas corporation (“W&T”), Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (“BEEOO”) and Amegy Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”).
NON-OPERATED DEPOSIT ACCOUNT CONTROL AGREEMENT Executed and Delivered as of October 29, 2009. PARTIESAccount Control Agreement • May 16th, 2011 • Black Elk Energy Finance Corp.
The Debtor has established an Escrow Account identified by the Deposit Account number specified below (as re-numbered and including any funds in the Deposit Account or Deposit Accounts, the “Deposit Account”), which has been established pursuant to that certain Operated Escrow Agreement by and among the Secured Party, the Debtor, and the Bank dated of even date herewith (as amended from time to time, the “Escrow Account”). The Debtor has granted the Secured Party a security interest in the Deposit Account. The Debtor is requesting that the Bank enter into this Agreement. The Bank is willing to do so upon the terms contained in this Agreement.
GUARANTY AGREEMENTGuaranty Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of December 24, 2010, is made by each of the undersigned Subsidiaries of the Borrower (as defined below) (each, a “Guarantor,” and collectively, the “Guarantors”), in favor of Capital One, N.A., as Administrative Agent (the “Agent”) for the benefit of the Lenders pursuant to that certain Credit Agreement dated as of even date herewith (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Agent and the Lenders.
NON-OPERATED DEPOSIT ACCOUNT SECURITY AGREEMENTNon-Operated Deposit Account Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This NON-OPERATED DEPOSIT ACCOUNT SECURITY AGREEMENT (this “Agreement”) is dated October 29, 2009, and is by and between W&T OFFSHORE, INC., a Texas corporation, whose mailing address is Nine Greenway Plaza, Suite 300, Houston, Texas 77046 (“Secured Party”), and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company, whose mailing address is 11451 Katy Freeway, Suite 500, Houston, Texas 77079 (“Grantor”).
LETTER OF CREDIT FACILITY AGREEMENT dated as of December 24, 2010 among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, as Borrower, CAPITAL ONE, N.A., as Administrative Agent and THE LENDERS PARTY HERETOLetter of Credit Facility Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This Letter of Credit Facility Agreement, dated as of December , 2010 (the “Effective Date”), is among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Borrower”), each of the Lenders from time to time party hereto, CAPITAL ONE, N.A. (in its individual capacity, “Capital One”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENT (ESCROW AGREEMENTS)Intercreditor Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • New York
This AMENDED AND RESTATED INTERCREDITOR AGREEMENT (ESCROW AGREEMENTS) (this “Agreement”), is dated as of December 24, 2010, and entered into by and among W&T OFFSHORE, INC. (the “First Lien Creditor”), CAPITAL ONE, N.A., in its capacity as agent (in such capacity, with its successors and assigns and any replacement agents, the “Second Lien Agent”) for the Second Lien Creditors, and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC (“BEEOO”). Defined terms used in this preamble and the recitals below that are defined in the PSA (defined below) are used herein as therein defined, and other defined terms shall have the meanings set forth in Section 1 below.
FIRST AMENDMENT TO OPERATED ESCROW AGREEMENTOperated Escrow Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This FIRST AMENDMENT TO OPERATED ESCROW AGREEMENT (this “Amendment”), dated as of November 23, 2010 is entered into by and between W&T Offshore, Inc., a Texas corporation (“W&T”), Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (“BEEOO”) and Amegy Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”).
FIRST AMENDMENT TO NON-OPERATED ESCROW AGREEMENTNon-Operated Escrow Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This FIRST AMENDMENT TO NON-OPERATED ESCROW AGREEMENT (this “Amendment”), dated as of November 23, 2010 is entered into by and between W&T Offshore, Inc., a Texas corporation (“W&T”), Black Elk Energy Offshore Operations, LLC, a Texas limited liability company (“BEEOO”) and Amegy Bank National Association, as escrow agent (in such capacity, the “Escrow Agent”).
OPERATED DEPOSIT ACCOUNT SECURITY AGREEMENTDeposit Account Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
This OPERATED DEPOSIT ACCOUNT SECURITY AGREEMENT (this “Agreement”) is dated October 29, 2009, and is by and between W&T OFFSHORE, INC., a Texas corporation, whose mailing address is Nine Greenway Plaza, Suite 300, Houston, Texas 77046 (“Secured Party”), and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company, whose mailing address is 11451 Katy Freeway, Suite 500, Houston, Texas 77079 (“Grantor”).
FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST, COLLATERAL ASSIGNMENT, SECURITY AGREEMENT AND FINANCING STATEMENT BY AND BETWEEN BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC AND W&T OFFSHORE, INC. AND W. REID LEA, AS TRUSTEE FOR THE BENEFIT OF W&T OFFSHORE, INC.Security Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Louisiana
BE IT KNOWN that on the dates set forth below, but effective as of November 23, 2010, before us, the undersigned Notaries Public duly commissioned and qualified, personally came and appeared:
AMENDED AND RESTATED SECOND LIEN INTERCREDITOR AGREEMENTSecond Lien • May 16th, 2011 • Black Elk Energy Finance Corp. • New York
This AMENDED AND RESTATED SECOND LIEN INTERCREDITOR AGREEMENT (this “Agreement”), is dated as of December 24, 2010, and entered into by and among CAPITAL ONE, N.A. (“Capital One”), in its capacity as First Lien Agent for the First Lien Creditors, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Indenture Trustee (in such capacity, with its successors and assigns, the “Trustee”) and in its capacity as Collateral Agent (in such capacity, with its successors and assigns, the “Collateral Agent” and together with the Trustee, the “Second Lien Trustee”) for, on behalf of and in the stead of, the Second Lien Creditors, BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC (“BEEOO”) and BLACK ELK ENERGY FINANCE CORP. (“BEEFC”) and each of the other Loan Parties from time to time party hereto. Defined terms used in this preamble and the recitals below shall have the meanings set forth in Section 1 below.
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND BETWEEN W&T OFFSHORE, INC., a Texas corporation (SELLER) AND BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC a Texas limited liability company (BUYER)Purchase and Sale Agreement • May 16th, 2011 • Black Elk Energy Finance Corp. • Texas
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of October 29, 2009 (“Effective Date”) is by and between W&T OFFSHORE, INC., a Texas corporation, whose mailing address is Nine Greenway Plaza, Suite 300, Houston, Texas 77046 (“Seller”), and BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company, whose mailing address is 11451 Katy Freeway, Suite 500, Houston, Texas 77079 (“Buyer”).
