INTERCREDITOR AGREEMENT

Exhibit 4.11

INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of December 24, 2010 by and among BP CORPORATION NORTH AMERICA INC., an Indiana corporation (“Swap Counterparty”), BLACK ELK OFFSHORE OPERATIONS, LLC, a Texas limited liability company (“Borrower”), and CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for itself and the Lenders (the “Lenders”) party to the Credit Agreement referred to below (the “Administrative Agent” or the “Collateral Agent”).

RECITALS:

A. Borrower, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of December 24, 2010, (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) pursuant to which the Lenders have agreed to make loans to Borrower in an amount not to exceed $35,000,000.

B. Borrower and Swap Counterparty have entered into that certain ISDA Master Agreement dated as of October 1, 2009 and have entered into and will enter into one or more transaction confirmations thereunder (such ISDA Master Agreement as amended by the Amended and Restated Schedule to Master Agreement dated November 23, 2010 and as amended, supplemented, restated or otherwise modified from time to time and transaction confirmations, collectively, the “BP ISDA”).

C. Administrative Agent, Swap Counterparty and Borrower desire to enter into this Agreement to (i) establish their relative priorities with respect to payment of the Loan Obligations (defined below) owed by Borrower to the Lenders and the Swap Obligations (defined below) owed by Borrower to Swap Counterparty, (ii) agree to the exercise of certain remedies, and (iii) to have Swap Counterparty appoint, and Administrative Agent agree to serve, as Collateral Agent (defined below) for Swap Counterparty for the purposes of the holding of and the enforcement of Liens (defined below) created by and existing under the Security Instruments (defined below) to secure the Swap Obligations and the apportioning of Proceeds (defined below) between the Lenders and Swap Counterparty and for the other purposes set forth herein.

AGREEMENTS:

In consideration of the mutual covenants and promises of this Agreement, and for other consideration, the receipt and adequacy of which are hereby acknowledged, Borrower, Swap Counterparty, and Administrative Agent agree as follows:

“Business Day” means any day other than a Saturday, Sunday or other day in which banking institutions in Dallas, Texas are authorized or obligated by law or executive order to close.

“Collateral” means, collectively, all property and Rights of Borrower described in and subject to the Security Instruments.

“Collateral Agent” has the meaning assigned to such term in Section 3 below.

“Creditors” means the Lenders and Swap Counterparty collectively.

“Crude Oil” means all crude oil and condensate.

“Debtor Relief Law” means any applicable liquidation, conservatorship, bankruptcy, insolvency, rearrangement, receivership, moratorium, reorganization, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect.

“Escrow Intercreditor Agreement” means that certain Intercreditor Agreement (Escrow Agreements) dated of even date herewith by and among Capital One, N.A., in its capacity as agent for the Lenders under the Credit Agreement and Swap Counterparty, Borrower and W&T Offshore, Inc.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government over Borrower, any affiliate, or any of their properties.

“Hydrocarbons” means all Crude Oil, Natural Gas, distillate and sulphur, natural gas liquids and all products recovered in the processing of natural gas liquids, including, without limitation, natural gasoline, isobutane, normal butane, propane and ethane (including such methane allowable in commercial ethane), produced from or attributable to the leases comprising the Collateral.

“Intercreditor Agreements” means collectively, the Second Lien Intercreditor Agreement, the Escrow Intercreditor Agreement and the Non-Operated Properties Intercreditor Agreement.

“Lien” has the meaning assigned to such term in the Credit Agreement.

“Loan Documents” means the Credit Agreement, the Note (as defined in the Credit Agreement), the Security Instruments.

“Loan Obligations” means (a) the “Obligations” as defined in the Credit Agreement, and (b) all other amounts due to the Administrative Agent, the Collateral Agent or any Lender under any of the Loan Documents, in each case whether now existing or hereafter incurred, whether direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, now or hereafter existing, due or to become due whether evidenced in writing or not,

together with all costs, expenses, and attorneys’ fees incurred in the enforcement or collection thereof, and including, but not limited to, interest thereon after the commencement of any proceedings under any Debtor Relief Laws.

“Natural Gas” means all natural gas, and any natural gas liquids and all products recovered in the processing of natural gas (other than condensate) including, without limitation, natural gasoline, casinghead gas, iso-butane, normal butane, propane and ethane (including such methane allowable in commercial ethane) produced from or attributable to the Collateral.

“Non-Operated Properties Intercreditor Agreement” means that certain Intercreditor Agreement (Non-Operated Properties) dated of even date herewith by and among Capital One, N.A., in its capacity as agent for the Lenders under the Credit Agreement and for Swap Counterparty, Borrower and W&T Offshore, Inc.

“Person” means any individual, partnership, limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, syndicate, Governmental Authority or other entity or organization.

“Principal Agreements” means the Loan Documents and the Swap Documents, collectively.

“Proceeds” means any and all proceeds from any sale, exchange, destruction, condemnation, foreclosure, liquidation or distribution under any Debtor Relief Law, dissolution or other winding up of Borrower or Borrower’s business, or other disposition of any of the Collateral under the Security Instruments, and includes any such payment or distribution of any kind or character, either in cash or other property, payable or deliverable upon or with respect to any of the Collateral in any such event including, but not limited to, under any Debtor Relief Law; provided, however, that such term will not include sales of any Hydrocarbons produced from or attributable to the Collateral in the ordinary course of the Borrower’s business.

“Ratably” or “Ratable “means, with respect to any amount to be allocated between the Lenders and Swap Counterparty at any time, the allocation of a portion of such amount to (a) the Lenders such that the ratio that the amount allocated to the Lenders bears to the total amount to be so allocated equals the ratio of the Loan Obligations at such time to the Total Obligations at such time and (b) Swap Counterparty such that the ratio that the amount allocated to Swap Counterparty bears to the total amount to be so allocated equals the ratio of the Swap Obligations at such time to the Total Obligations at such time.

“Right” or “Rights” means rights, remedies, powers, privileges and benefits.

“Security Instruments” has the meaning set forth in the Credit Agreement and includes, but is not limited to, those documents listed in Schedule 1 attached hereto and incorporated by this reference.

“Second Lien Intercreditor Agreement” means that certain Intercreditor Agreement dated of even date herewith by and among Administrative Agent in its capacity as agent for the Lenders and Swap Counterparty, The Bank of New York Mellon Trust Company, N.A., in its capacity as Indenture Trustee, the Borrower and Black Elk Energy Finance Corp., the form of which is attached hereto as Exhibit A.

“Swap Documents” means the BP ISDA, including, but not limited to, each confirmation of trade entered into from time to time thereunder.

“Swap Obligations” means all amounts owed or to become owing by Borrower to Swap Counterparty under the Swap Documents, together with all costs, expenses, including, but not limited to, attorneys’ fees incurred in the enforcement or collection thereof, and interest thereon after the commencement of any proceedings under any Debtor Relief Laws and any expenses or other amounts paid by Swap Counterparty to which it is entitled to reimbursement by Borrower, Lenders, or Collateral Agent under Sections 6 or 7 hereof.

“Total Obligations” means, as of the date of determination, an amount equal to the Loan Obligations plus the Swap Obligations.

“Triggering Event” shall mean either of the following:

(i) The Collateral Agent or Borrower shall have received from Swap Counterparty written notice that (A) either an event of default or a termination event has occurred and is continuing under one or more of the Swap Documents, (B) an early termination date has been designated as a result thereof, (C) specifies the sum of all unpaid amounts and settlement payments then due as the result of the designation of such early termination date and the amount of interest and other amounts then due and payable by Borrower in respect thereof, and (D) the amount set forth in clause (C) has not been paid in full or discharged to the satisfaction of Swap Counterparty; or

(ii) Swap Counterparty or Borrower shall have received from Administrative Agent or any Lender written notice that (A) an Event of Default (as defined in the Credit Agreement) has occurred and is continuing and (B) the unpaid principal amount of the Note and all other Obligations (as each is defined in the Credit Agreement) under the Credit Agreement and the other Loan Documents and all interest accrued and unpaid thereon have been declared to be then due and payable.

“UCC” means the Uniform Commercial Code as adopted and in effect in Texas from time to time.

(a) Subject to the other terms and conditions of this Agreement, the Loan Obligations shall be pari passu with the Swap Obligations and the Loan Obligations and the Swap Obligations shall be secured, Ratably, by the Liens granted to or for the benefit of Collateral Agent under the Security Instruments. As soon as is practicable following execution of this Agreement and to the extent requested by Swap Counterparty, Borrower and Lenders shall execute amendments to the Security Instruments in effect at the time of execution of this Agreement reasonably satisfactory to the Collateral Agent causing the Liens granted to or for the benefit of Collateral Agent under such Security Instruments to secure, Ratably, the Loan Obligations and the Swap Obligations.

(b) Swap Counterparty agrees that, without the prior written consent of Administrative Agent, Swap Counterparty will not seek or accept credit support for any Swap Obligation other than the Rights of Swap Counterparty under the Security Instruments. Notwithstanding the preceding sentence, to the extent that Swap Counterparty, hereafter obtains any Lien on any assets of the Borrower to secure all or any portion of the Swap Obligations, the Lien held by Administrative Agent on such assets to secure the Loan Obligations shall be pari passu with any Lien now or hereafter existing in favor of Swap Counterparty to secure all or any part of the Swap Obligations, notwithstanding (i) the date, manner, or order of any grant, attachment, or perfection of any such Lien, (ii) any provision of the UCC, other applicable law, the Loan Documents, or the Swap Documents or (iii) any manner of enforcement of any Lien or other Rights.

(c) The Liens under the Security Instruments securing, Ratably, the Loan Obligations and the Swap Obligations shall be Liens expressly permitted under Section 9.03 of the Credit Agreement. Swap Counterparty hereby expressly consents to Borrower’s granting Liens under the Security Documents in and to the Borrower’s interest in the Swap Documents as Collateral.

(d) Without waiving Borrower’s obligations to comply with the limitations on Swap Agreements (as defined in the Credit Agreement) provided in the Credit Agreement on the date on which a relevant confirmation of trade under a Swap Document is entered into, the Lenders consent to Swap Counterparty’s entering into the Swap Documents that are permitted under the Credit Agreement and, without waiving any Default or Event of Default (as defined in the Credit Agreement) arising as a result of a violation by Borrower of the Credit Agreement, the Lenders agree that the Swap Agreements under the Swap Documents that are permitted by the terms of the Credit Agreement shall be secured by the Collateral and entitled to the benefits of this Agreement. The Swap Counterparty further agrees in favor of the Administrative Agent and the Lenders that, notwithstanding any provision in any Swap Documents to the contrary, liabilities thereunder which do not meet the requirements and definitions in the Credit Agreement for the creation of a permitted Swap Agreements shall not be secured by the Security Instruments.

(e) The amounts payable by Borrower to each Creditor at any time under any of the Principal Agreements to which such Creditor is a party shall be separate and

independent debts, and each Creditor shall be entitled to enforce any right arising out of the applicable Principal Agreement to which it is a party, subject to the terms thereof and of this Agreement and the Intercreditor Agreements. Each Creditor hereby agrees that no Creditor other than the Collateral Agent under the Security Instruments shall have any right individually to realize upon any Liens granted under the Security Instruments, it being understood and agreed that such remedies may be exercised only by the Collateral Agent under the Security Instruments for the Ratable benefit of the Creditors. Each Creditor agrees that it will not take any of the following actions under the Security Instruments:

(i) Seize, foreclose on or otherwise realize upon or sell any Collateral;

(ii) Notify any account debtor or other Person who is an obligor of the Borrower with respect to accounts, general intangibles, or other obligations included within the Collateral to make payments directly to such Creditor;

(iii) Collect by legal proceedings or otherwise any payments or other sums and property now or hereafter payable on account of Collateral; or

(iv) Make any compromise or settlement or enter into any extension agreement with any Person who is an obligor of the Borrower with respect to accounts, general intangibles or other obligations included within the Collateral.

All of the foregoing actions may be exercised only by the Collateral Agent for the Ratable benefit of the Creditors. For the avoidance of doubt, if Collateral Agent fails to take any requested action under the Security Instruments with respect to a Default under the Loan Documents or a Triggering Event, Swap Counterparty may, subject to the terms of the Intercreditor Agreements, proceed to protect and enforce its rights under this Agreement and the BP ISDA and the Lenders may, subject to the terms of the Intercreditor Agreements, proceed to protect and enforce their rights under this Agreement and the Loan Documents by an action at law, suit in equity or other appropriate proceeding, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

(f) Upon the occurrence and during the continuance of any Triggering Event, Collateral Agent under the Security Instruments shall, upon the request of either the Swap Counterparty or the Administrative Agent, and subject to this Agreement and the Intercreditor Agreements and applicable law, take any and all actions provided for in the Security Instruments relating to the pursuit of remedies, including the foreclosure of Liens or other disposition of the Collateral.

(g) The Administrative Agent and the Swap Counterparty each agrees: (i) to deliver to the other, at the same time it makes delivery to Borrower, a copy of any notice of default, notice of intent to accelerate or notice of acceleration with respect to any of the Loan Obligations or the Swap Obligations, as applicable, subject to this Agreement and the Second Lien Intercreditor Agreement and (ii) to deliver to the other, at the same

time it makes delivery to any other Person, a copy of any notice of the commencement of any judicial proceeding and a copy of any other notice with respect to the exercise of remedies with respect to any of the Loan Obligations or the Swap Obligations, as applicable, subject to this Agreement and the Second Lien Intercreditor Agreement. Notwithstanding the foregoing sentence, neither the Administrative Agent nor the Swap Counterparty shall have any greater rights to notice, if any, than the right of the Borrower under such documents governing the Loan Obligations or the Swap Obligations, as applicable.

(h) Each of Swap Counterparty and the Collateral Agent hereby agrees that it shall endeavor to furnish Borrower and Administrative Agent with a copy of any notice provided or received, as applicable, by it pursuant to clause (i) of the definition of Triggering Event in Section 1 above. Each of Borrower and Administrative Agent hereby agrees that it shall endeavor to furnish Borrower and Swap Counterparty with a copy of any notice received or provided, as applicable, by it pursuant to clause (ii) of the definition of Triggering Event in Section 1 above. Any failure by a party hereto to furnish a copy under this Section 2(h) shall not limit or affect the rights and obligations hereunder.

(i) No amendment to any of the Security Instruments, or to the provisions of the Credit Agreement pertaining to permitted Swap Agreements (as defined in the Credit Agreement), in either case that may have any material detrimental effect, as determined in the sole discretion of Swap Counterparty, on Swap Counterparty’s rights and obligations under this Agreement or which could reduce or diminish materially the benefits of the security thereunder may be affected without the prior written consent of Swap Counterparty, such consent not to be unreasonably withheld or delayed. Any such amendment made without such consent shall be null and void. Administrative Agent (on its own behalf or in its capacity as Collateral Agent) may not release any Collateral under any of the Security Instruments prior to the payment in full and termination of the Swap Obligations, except (i) to the extent that Borrower has provided replacement Collateral for the benefit of Swap Counterparty as support for the Swap Obligations that is acceptable to Swap Counterparty in its sole discretion, (ii) sales of items of equipment which are obsolete or otherwise no longer used or useful for Borrower’s operations, and sales of items of equipment to the extent the proceeds of such sale are promptly reinvested in the acquisition of replacement equipment, in each case in the ordinary course of business, and (iii) releases, in any twelve-month period, of Collateral with aggregate fair market value not in excess of ten percent (10%) of the average Borrowing Base (as defined in the Credit Agreement) in effect during the relevant twelve-month period.

(j) Administrative Agent hereby agrees to provide written notice to Swap Counterparty no less than seven (7) days prior to the earlier of the date of signing or the effective date of any amendment to the Credit Agreement, including with such notice a copy of the proposed amendment. Borrower hereby agrees to provide written notice to Swap Counterparty no less than seven (7) days prior to the earliest to occur of (i) the date of (a) signing or (b) closing of any replacement financing or any refinancing of the Credit Agreement, or (ii) the date of any payment in full and retirement of the Credit Agreement, including with such notice a copy of the proposed replacement financing, refinancing, or retirement of the Credit Agreement, as applicable.

(k) Borrower hereby agrees that Swap Counterparty may provide to Administrative Agent, and Swap Counterparty hereby agrees to provide to Administrative Agent, within a commercially reasonable time following Swap Counterparty’s receipt of a written request therefor from Administrative Agent, (i) a report of the marked-to-market positions of the various transactions in effect from time to time under the Swap Documents, and (ii) a copy of any trade confirmation pursuant to the BP ISDA not previously provided to Administrative Agent.

(a) The Creditors hereby agree among themselves that (i) prior to the occurrence of a Triggering Event, each Creditor shall be entitled to receive and retain for its own account, and shall never be required to disgorge to the Collateral Agent or any

other Creditor hereunder or acquire direct or participating interests in the Loan Obligations or the Swap Obligations, as the case may be, owing to such Creditor, scheduled payments or voluntary prepayments, payments for the redemption or purchase of principal, interest, fees and premium, if any, settlement payments and any other payments in respect of the Principal Agreements, but expressly excluding Proceeds, all in compliance with the terms thereof, and (ii) after the occurrence and during the continuance of a Triggering Event, all Proceeds shall be shared by the Creditors Ratably and in accordance with Section 5(b) below.

(b) All Proceeds received by Swap Counterparty or Administrative Agent, individually or in its capacity as Collateral Agent under this Agreement, shall be applied in accordance with this Section 5(b). To the extent either Administrative Agent on behalf of the Lenders or Swap Counterparty ever receives any portion of such Proceeds in excess of its Ratable share (or to the extent Administrative Agent, in its capacity as Collateral Agent, receives reimbursement in excess of expenses actually incurred), the party receiving those excess Proceeds agrees to promptly make all necessary transfers to the other so as to give full effect to this Section 5(b) provided, however, Swap Counterparty shall not be obligated to hold in trust, pay over, or share with Administrative Agent, individually or as Collateral Agent under this Agreement, Lenders or any other party, as applicable, any portion of the proceeds of any letter of credit (“Exempt LC”), if any, which may be issued to Swap Counterparty to remedy an Additional Termination Event (as defined in and in accordance with Part 1(h) of the Schedule to the BP ISDA). All Proceeds received by Administrative Agent, individually or as Collateral Agent under this Agreement following the occurrence and during the continuation of a Triggering Event, shall be applied in the following order:

(i) First, to reimburse Collateral Agent for expenses in accordance with Section 6 below;

(ii) Second, Ratably to the Lenders and Swap Counterparty; provided, however, in determining the amount of Swap Obligations for purposes of such Ratable application Swap Obligations are first netted against any Exempt LC that may be issued to Swap Counterparty to remedy an Additional Termination Event as described in this Section 5(b);

(iii) Third, to the extent that any Proceeds remain after the full and indefeasible payment of all of the Loan Obligations and the Swap Obligations, to Borrower or such other person (as defined in the Credit Agreement) as may be entitled thereto, subject to the Intercreditor Agreements; and

(iv) Fourth, to the Lenders in satisfaction of any indebtedness of Borrower, other than the Loan Obligations, secured by the Security Instruments

Rights under the Security Instruments, but only to the extent Collateral Agent does not receive reimbursement for such expenses from any other source(s) (excluding Administrative Agent) within a reasonable time after such expenses are incurred; provided that, to the extent Swap Counterparty reimburses Collateral Agent for such expenses, Swap Counterparty will be entitled to receive its ratable share of any reimbursement subsequently received by Collateral Agent from any other source(s) (excluding Administrative Agent).

(a) any lack of validity or enforceability of any of the Loan Documents, the Swap Documents or any other agreement or instrument related thereto; or

(b) any other circumstance which might otherwise constitute a defense available to, or discharge of, Borrower with respect to the Loan Obligations or the Swap Obligations (other than the defense that such obligations have been fully satisfied).

(a) neither the execution and delivery of this Agreement nor its performance of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, any other agreement to which it is now subject;

(b) it has all requisite authority to execute, deliver and perform its obligations under this Agreement; and

(c) this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency or similar laws and general principles of equity.

For delivery to Swap Counterparty:

BP Corporation North America Inc.

201 Helios Way

Houston, Texas 77079

Attn: BPCNA Contracts Dept.

Telephone: (713)  ###-###-####

Telecopy: (713)  ###-###-####

For delivery to Borrower:

Black Elk Energy Offshore Operations, LLC

Attn: James Hagemeier

11451 Katy Freeway, Suite 500

Houston, Texas 77079

Telephone: (281)  ###-###-####

Telecopy: (281)  ###-###-####

For delivery to Administrative Agent:

Capital One, National Association

Attn: Eric Broussard

Suite 1430

5718 Westheimer

Houston, Texas 77057

Telephone: (713)  ###-###-####

Telecopy: (713)  ###-###-####

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IN WITNESS WHEREOF, the parties have executed this Intercreditor Agreement as of the date first hereinabove written.

SWAP COUNTERPARTY:

BP CORPORATION NORTH AMERICA INC.,

an Indiana corporation

By:    /s/ Herbert Vogel                                           

Name:    Herbert Vogel                                           

Title:    Vice President                                             

[SIGNATURES CONTINUE ON FOLLOWING PAGES]

[SIGNATURES CONTINUE ON FOLLOWING PAGES]

ADMINISTRATIVE AGENT:

CAPITAL ONE, NATIONAL ASSOCIATION,

a national banking association

By:    /s/ Eric Broussard                                        

Name:    Eric Broussard                                        

Title:    Senior Vice President