0001193125-11-158538 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment” or this “Amendment”), effective as of the 31st day of May, 2011 (the “Amendment Effective Date”), is entered into by and among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Borrower”), the Guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and CAPITAL ONE, N.A., as Administrative Agent for the Lenders.

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BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC and BLACK ELK ENERGY FINANCE CORP., as Issuers, BLACK ELK ENERGY LAND OPERATIONS, LLC, as Guarantor FIRST SUPPLEMENTAL INDENTURE Dated as of May 31, 2011 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as...
Indenture • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • New York

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 31, 2011 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”), Black Elk Energy Land Operations, LLC, a Texas limited liability company (the “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as Trustee and Collateral Agent (“Trustee”).

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas

This Third Amendment to Purchase and Sale Agreement (this “Amendment”) is executed on May 31, 2011, by and between Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy Partners III, L.P., MEP III GOM, LLC, Merit Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., and Merit Energy Partners F-III, L.P. (collectively, “Seller”), and Black Elk Energy Offshore Operations, LLC (“Purchaser”).

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC
Operating Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas

This Second 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 31st day of May, 2011.

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas

This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is executed on May 18, 2011, by and between Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy Partners III, L.P., MEP III GOM, LLC, Merit Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., and Merit Energy Partners F-III, L.P. (collectively, “Seller”), and Black Elk Energy Offshore Operations, LLC (“Purchaser”).

FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT
Letter of Credit Facility Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • Texas

THIS FIRST AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (the “First Amendment” or this “Amendment”), effective as of the 31st day of May, 2011 (the “Amendment Effective Date”), is entered into by and among BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Borrower”), the Guarantors party hereto (the “Guarantors”), the Lenders party hereto (the “Lenders”) and CAPITAL ONE, N.A., as Administrative Agent for the Lenders.

AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 3rd, 2011 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas

This Amendment to Purchase and Sale Agreement (this “Amendment”) is executed on March 30, 2011, by and between Merit Management Partners I, L.P., Merit Management Partners II, L.P., Merit Management Partners III, L.P., Merit Energy Partners III, L.P., MEP III GOM, LLC, Merit Energy Partners D-III, L.P., Merit Energy Partners E-III, L.P., and Merit Energy Partners F-III, L.P. (collectively, “Seller”), and Black Elk Energy Offshore Operations, LLC (“Purchaser”).

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