0001193125-13-155054 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • New York

THIS CONTRIBUTION AGREEMENT, (this “Agreement”) dated as of February 13, 2013, by and between BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Company”), and PLATINUM PARTNERS BLACK ELK OPPORTUNITIES FUND LLC, a Delaware limited liability company (“PPBE”).

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LIMITED WAIVER AND SEVENTH AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT
Credit Facility Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • Texas

THIS LIMITED WAIVER AND SEVENTH AMENDMENT TO LETTER OF CREDIT FACILITY AGREEMENT (the “Amendment”), dated to be effective as of April 10, 2013 (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”), CAPITAL ONE, N.A., as Administrative Agent for the Lenders (“Administrative Agent”) and the Lenders signatory hereto (the “Lenders”).

LIMITED WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • Texas

THIS LIMITED WAIVER AND NINTH AMENDMENT TO CREDIT AGREEMENT (the “Amendment”), dated to be effective as of April 10, 2013 (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”), CAPITAL ONE, N.A., as Administrative Agent for the Lenders (“Administrative Agent”) and the Lenders signatory hereto (the “Lenders”).

Platinum Partners Value Arbitrage Fund LP Carnegie Hall Tower New York, New York 10019
Black Elk Energy Offshore Operations, LLC • April 15th, 2013 • Crude petroleum & natural gas

Platinum Partners Value Arbitrage Fund LP (“Consultant”) is pleased to set forth our agreement to provide you, Black Elk Energy Offshore Operations, LLC (the “Company”), with financial consulting services on the following terms and conditions:

CONTRIBUTION AGREEMENT
Contribution Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • New York

THIS CONTRIBUTION AGREEMENT, (this “Agreement”) dated as of January 25, 2013, by and between BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC, a Texas limited liability company (the “Company”), and PPVA BLACK ELK (EQUITY) LLC, a Delaware limited liability company (“PPVA (Equity)”).

OFFER and SEPARATION AGREEMENT AND GENERAL RELEASE OFFER
Separation Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas • Texas

The first three pages of this document constitute an offer to you by Black Elk Energy Offshore Operations, LLC (“the Company”) in connection with your separation from employment. The remainder of this document is a Separation Agreement and General Release for you to sign if you accept the Company’s offer. One of the promises in the agreement is that you will not make any statement that defames or disparages the Company. It is important that you read and understand the terms of this document in full and that if you decide to accept the Company’s offer and sign the Separation Agreement and General Release; you do so knowingly and voluntarily. To enable you to do that, we suggest you consult with an attorney about this document and your rights before signing it. By signing the Separation Agreement and General Release, you will not waive or give up any rights or claims you may have against the Company that arise after the date that you sign this Agreement.

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC
Operating Agreement • April 15th, 2013 • Black Elk Energy Offshore Operations, LLC • Crude petroleum & natural gas

This Fifth 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 dated as of the 9th day of April, 2013.

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