FIRST AMENDMENT TO OPERATED ESCROW AGREEMENT

Exhibit 4.19

FIRST AMENDMENT TO

OPERATED ESCROW AGREEMENT

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”).

RECITALS

A. BEEOO, W&T, and Escrow Agent have entered into that certain Operated Escrow Agreement dated as of October 29, 2009 (the “Escrow Agreement”) in connection with that certain Agreement for Purchase and Sale dated effective August 1, 2009, with W&T (hereinafter called the “PSA Agreement”).

B. BEEOO and W&T have executed that certain Second Amendment to Agreement for Purchase and Sale dated as of November 23, 2010 (the “PSA Amendment”) and have agreed to make certain modifications to the Escrow Agreement.

C. Capitalized terms defined in the Escrow Agreement are used herein as therein defined.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1. Deposit by BEEOO. Subject to the conditions precedent set forth in the PSA Amendment, BEEOO shall deposit Seventeen Million Seven Hundred Ninety-Seven Thousand Seven Hundred Thirty-Seven and 56/100 US Dollars (US$17,797,737.56) with Escrow Agent. Upon such deposit, No further deposits by BEEOO shall be required under the Escrow Agreement.

Section 2. Confirmation. Except as amended herein, the Escrow Agreement is confirmed as originally executed.

Section 3. Miscellaneous.

(a) This Amendment shall be governed by and construed in accordance with the laws of the State of Texas without reference to the principles of conflict of laws.

(b) All notices and other communications under this Amendment shall be given in accordance with the Escrow Agreement.

(c) This Amendment may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

1

W&T Offshore, Inc.
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Vice President
Black Elk Energy Offshore Operations, LLC
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President
Amegy Bank National Association as Escrow Agent
By:
Name:
Title:

Signature Page to First Amendment to Operated Escrow Agreement