EX-4.2



 Exhibit 4.2 
 THIRD AMENDMENT TO 
 LETTER OF CREDIT FACILITY AGREEMENT 

THIS THIRD AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (the “Third Amendment” or this
“Amendment”), effective as of the 24th day of May, 2012 (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. 

RECITALS 

WHEREAS, the Borrower, the Lenders and the Administrative Agent entered into that certain Letter of Credit Facility Agreement dated
December 24, 2010 as amended by that First Amendment to Letter of Credit Amendment dated May 31, 2011 and that Second Amendment to Letter of Credit Facility Agreement dated December 30, 2011 (as amended and as may be further amended,
restated, supplemented or modified from time to time, the “Credit Agreement”); and 
 WHEREAS, the Borrower has
requested the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement including increasing the Commitments to $135,000,000; and 
 WHEREAS, the Administrative Agent and the Lenders are willing to so amend the Credit Agreement subject to the terms and conditions set forth herein. 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Amendment, the Borrower, the Guarantors, the
Lenders and the Administrative Agent agree as follows: 
 1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein have the meanings assigned to them in the Credit Agreement. 
 2. Amendment to Commitment. As of the
Amendment Effective Date, the aggregate amount of the Commitments is increased from $125,000,000 to $135,000,000. 
 3. Annex
I. The Credit Agreement is hereby amended by deleting the existing Annex I to the Credit Agreement and inserting in its place Annex I hereto. 
 4. Ratification. The Borrower and Guarantors hereby ratify all of their respective Obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and
acknowledges that the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Nothing in this Amendment extinguishes, novates or releases
any right, claim, lien, security interest or entitlement of any of the Lenders or the Administrative Agent created by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation
created by or contained herein or therein. 

  
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 5. Representations and Warranties. The Borrower and Guarantors hereby represent and
warrant to the Administrative Agent and the Lenders that (a) this Amendment has been duly executed and delivered on behalf of the Borrower and Guarantors, (b) this Amendment constitutes a valid and legally binding agreement enforceable
against the Borrower and Guarantors in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law, (c) the representations and warranties contained in the Credit Agreement and the Loan Documents are true and correct on and as of the date hereof in all
material respects as though made as of the date hereof, (d) no Default or Event of Default exists under the Credit Agreement or under any Loan Document and (e) the execution, delivery and performance of this Amendment has been duly
authorized by the Borrower and Guarantors. 
 6. Conditions to Effectiveness. This Amendment shall be effective on the
Amendment Effective Date only if the following are satisfied on or before such Amendment Effective Date: 
  

	 	(a)	the receipt by the Administrative Agent of this Amendment fully executed by all parties hereto; 


 

	 	(b)	the receipt by the Administrative Agent of the duly executed Second Amended and Restated Notes payable to the order of each Lender that has requested a Note in a
principal amount equal to its Commitment dated as of the date hereof; 

  

	 	(c)	the payment to the Administrative Agent of all fees that are due and all expenses, including any billed fees and disbursements of Andrews Kurth LLP, in connection with
this Amendment; 

  

	 	(d)	the receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of Borrower and each Guarantor setting forth (i) resolutions of
its board of directors with respect to the authorization of such Borrower or Guarantor to execute and deliver this Amendment, the Second Amended and Restated Notes and other documents executed in connection with Amendment to which it is a party and
to enter into the transactions contemplated in those documents, (ii) the officers of such Loan Party (y) who are authorized to sign the Amendment, the Second Amended and Restated Notes and other documents executed in connection with
Amendment to which the Borrower and/or each Guarantor is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving
notices and other communications in connection with this Amendment, (iii) specimen signatures of such authorized officers, and (iv) the articles or certificate of incorporation and bylaws of such Loan Party, certified as being true and
complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary; 


  
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	 	(e)	the receipt by the Administrative Agent of certificates of the appropriate State agencies with respect to the existence, qualification and good standing of Borrower;
and 

  

	 	(f)	the receipt by the Administrative Agent of such other documents as the Administrative Agent or its special counsel may reasonably request. 


7. Counterparts. This Amendment may be signed in any number of counterparts, which may be delivered in original or facsimile form
each of which shall be construed as an original, but all of which together shall constitute one and the same instrument. 
 8.
Governing Law. This Amendment, all Second Amended and Restated Notes, the other Loan Documents and all other documents executed in connection herewith shall be deemed to be contracts and agreements under the laws of the State of Texas and of
the United States of America and for all purposes shall be construed in accordance with, and governed by, the laws of Texas and of the United States. 
 9. Continuing Effect of the Credit Agreement. This Amendment shall not constitute a waiver of any provision not expressly referred to herein and shall not be construed as a consent to any action on
the part of the Borrowers or Guarantors that would require a waiver or consent of the Lenders or an amendment or modification to any term of the Loan Documents except as expressly stated herein. Except as expressly modified hereby, the provisions of
the Credit Agreement and the Loan Documents are and shall remain in full force and effect. 
 10. References. The words
“hereby,” “herein,” “hereinabove,” “hereinafter,” “hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment shall refer to this Amendment as a
whole and not to any particular article, section or provision of this Amendment. References in this Amendment to an article or section number are to such articles or sections of this Amendment unless otherwise specified. 

11. Headings Descriptive. The headings of the several sections and subsections of this Amendment are inserted for convenience only
and shall not in any way affect the meaning or construction of any provision of this Amendment. 
 12. Release by Borrower
and Guarantors. Borrower and each Guarantor does hereby release and forever discharge the Administrative Agent and each of the Lenders and each affiliate thereof and each of their respective employees, officers, directors, trustees, agents,
attorneys, successors, assigns or other representatives from any and all claims, demands, damages, actions, cross-actions, causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever, whether based on law or
equity, which any of said parties has held or may now or in the future own or hold, whether known or unknown, for or because of any matter or thing done, omitted or suffered to be done on or before the actual date upon which this Amendment is signed
by any of such parties (i) arising directly or indirectly out of the Credit Agreement, Loan Documents, or any other documents, instruments or any other transactions relating thereto and/or (ii) relating directly or indirectly to all
transactions by and between the Borrower or Guarantors or their representatives and the Administrative Agent and each Lender or any of their respective directors, officers, agents, employees, attorneys or other representatives


  
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and, in either case, whether or not caused by the sole or partial negligence of any indemnified party. Such release, waiver, acquittal and discharge shall and does include, without limitation,
any claims of usury, fraud, duress, misrepresentation, lender liability, control, calling of the Credit Agreement into default, exercise of remedies and all similar items and claims, which may, or could be, asserted by any of the Borrower or
Guarantors. 
 13. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized as of the date first above written. 
  

			
	BORROWER:
	
	BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company
		
	By:	 	 /s/ James Hagemeier

		 	James Hagemeier
		 	Vice President
	
	GUARANTORS:
	
	BLACK ELK ENERGY FINANCE CORP., a Texas corporation
		
	By:	 	 /s/ James Hagemeier

		 	James Hagemeier
		 	Vice President
	
	BLACK ELK ENERGY LAND OPERATIONS, LLC, a Texas limited liability company
		
	By:	 	 /s/ James Hagemeier

		 	James Hagemeier
		 	Vice President


 Signature Page to Third Amendment to Letter of Credit Facility Agreement 








			
	ADMINISTRATIVE AGENT, ISSUING BANK AND LENDER:
	
	CAPITAL ONE, N.A.
		
	By:	 	 /s/ Matthew L. Molero

	Name:	 	Matthew L. Molero
	Title:	 	Vice President


 Signature Page to Third Amendment to Letter of Credit Facility Agreement 







 EXHIBIT A 
 ANNEX I 
 LIST OF MAXIMUM CREDIT AMOUNTS 

 

									
	Name of Lender	  	Applicable Percentage	 	 	Maximum Credit Amount	 
	 Capital One, N.A.
	  	 	100.00	% 	 	$	135,000,000.00	  
		  	  
	  
	 	 	  
	  
	 
	 TOTAL
	  	 	100.00	% 	 	$	135,000,000.00