Letter Agreement dated September 12, 2011



 Exhibit 10.4 
 LETTER AGREEMENT 
 September 12, 2011 

1St
 International Bank 
 1912 Avenue K 

Plano, Texas 75074 
 Attn: John Shaver

 Lazarus Energy LLC 
 3200 Southwest
Freeway, Suite 3300 
 Houston, Texas 77027 
 Attn: Jonathan Carroll, Manager 
 Lazarus Energy Holdings LLC 

3200 Southwest Freeway, Suite 3300 
 Houston,
Texas 77027 
 Attn: Jonathan Carroll, Manager 
  

	 	Re:	 That certain Forbearance Agreement dated effective August 12, 2011 (the “Effective Date”) by and among 1st International Bank, a Texas state bank, (“1St
International”), Lazarus Energy LLC, a Delaware limited liability company (“Lazarus”), Jonathan P. Carroll (“Jonathan Carroll”), Gina L. Carroll (“Gina Carroll”), Lazarus Energy Holdings
LLC, a Delaware limited liability company (“Lazarus Holdings”), GEL Tex Marketing, LLC, a Delaware limited liability company (“GEL”), and Milam Services, Inc., a Delaware corporation (“MSI”) (1st International, Lazarus, Jonathan Carroll, Gina Carroll, Lazarus
Holdings, GEL and MSI shall each be referred to herein individually as a “Party” and collectively as the “Parties”) 


 Gentlemen: 
 As you are aware, pursuant to the above referenced Forbearance
Agreement (the “Forbearance Agreement”), the continued effectiveness of the Forbearance Agreement is conditioned upon consent to the Forbearance Agreement and the transactions contemplated therein by the United States Department of
Agriculture (the “USDA”) pursuant to Section 12 of the Forbearance Agreement within thirty (30) days after the Effective Date. The Parties wish to extend the deadline for consent to the Forbearance Agreement by the USDA
pursuant to the terms of this letter agreement. 
 For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree to amend Section 12 of the Forbearance Agreement to provide that the deadline for consent by the USDA to the Forbearance Agreement and the transactions contemplated thereby shall be extended to
sixty (60) days after the Effective Date from the original thirty (30) day deadline originally provided for in the Forbearance Agreement. 







 September 12, 2011 
 1St
International Bank 
 Lazarus Energy LLC 

Lazarus Energy Holdings LLC 
 Page 2 of 3

 Except as modified by this letter agreement, all of the terms and conditions of the Forbearance Agreement are hereby ratified and confirmed
and shall remain in full force and effect. 
 Facsimile or electronic mail delivery of this letter agreement signed by each
Party to the others shall be binding and effective the same as if an original signed copy has been delivered by each Party to the others. This letter agreement may be executed in multiple counterparts, each of which shall be considered an original,
and all of which together shall constitute one and the same document. 
  

			
	Sincerely,
	
	GEL TEX MARKETING, LLC
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	
	MILAM SERVICES, INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 ACKNOWLEDGED AND AGREED BY: 
 1sT INTERNATIONAL
BANK, a 
 Texas state bank 

By:   /s/ JOHN
SHAVER                                        
                             
         John Shaver, Vice President 







 September 12, 2011 
 1St International Bank 
 Lazarus Energy LLC 

Lazarus Energy Holdings LLC 
 Page 3 of 3

 ACKNOWLEDGED AND AGREED BY: 

LAZARUS ENERGY LLC, a 
 Delaware limited
liability company 
 By:   /s/ Jonathan
Carroll                                        
                                 

        Jonathan Carroll, Manager 







 LAZARUS ENERGY HOLDINGS LLC, 
 a Delaware limited liability company 
 By: /s/ JONATHAN P.
CARROLL                                        
             
       Jonathan Carroll, Manager

 /s/ JONATHAN P.
CARROLL                                        
                   
 Jonathan P. Carroll

 /s/ GINA L.
ARROLL                                        
                                 

Gina L. Carroll