EX-4.1



 Exhibit 4.1 
 SECOND AMENDMENT TO 
 LETTER OF CREDIT FACILITY AGREEMENT 

THIS SECOND AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (the “Second Amendment” or this
“Amendment”), effective as of the 30th day of December, 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. 

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 Facility Agreement dated to be effective as of May 31, 2011 (as amended, restated, supplemented or modified from time to time, the “Credit
Agreement”); and 
 WHEREAS, the Borrower, the Guarantors, the Lender and the Administrative Agent have agreed to 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 Section 3.01(a). From and after the Amendment Effective Date, the Letter of Credit Fee set forth in
Section 3.01(a) of the Credit Agreement is hereby changed from 1% to 2%. In addition to the issuance of new Letters of Credit, this changed Letter of Credit fee shall apply to the annual renewal of all Letters of Credit regardless of the
date of issuance. 
 3. 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. 
 4. 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 

  
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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. 
 5. 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 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; and 

  

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


6. 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. 
 7.
Governing Law. This Amendment 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. 
 8. 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. 
 9. 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. 
 10. 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. 

  
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 11. 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 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. 
 12.
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 Second Amendment to Letter of Credit Facility Agreement 







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

	Name:	 	SCOTT L. JOYCE
	Title:	 	SENIOR VICE PRESIDENT


 Signature Page to Second Amendment to Letter of Credit Facility Agreement