Seventh  Amendment to Third Amended and Restated Credit Agmt, dated May 4, 2009.



 Exhibit 10.1 
 Execution Copy 
 SEVENTH AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 THIS
SEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”), dated effective as of May 4, 2009 (the “Effective Date”), is entered into by and among W&T
OFFSHORE, INC., a Texas corporation, as the borrower (the “Borrower”), the various financial institutions parties hereto, as lenders (collectively, the “Lenders”), TORONTO DOMINION (TEXAS) LLC,
individually and as agent (in such capacity together with any successors thereto, the “Agent”) for the Lenders, and the issuers of letters of credit parties hereto, as issuers (collectively, the “Issuers”). Terms
defined in the Credit Agreement (as hereinafter defined) are used herein with the same meanings as given them therein, unless the context otherwise requires. 
 W I T N E S S E T H 
 WHEREAS, the Borrower, the Lenders, the Agent and the Issuers have
heretofore executed that certain Third Amended and Restated Credit Agreement, dated as of May 26, 2006, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of June 9, 2006, as further amended
by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of July 27, 2006, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of June 7, 2007, as
further amended by that certain Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2007, as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as
of July 24 2008, and as further amended by that certain Sixth Amendment to Third Amended and Restated Credit Agreement dated as of December 18, 2008 (as so amended, and as from time to time amended, supplemented, restated or otherwise
modified prior to the date hereof, the “Credit Agreement”); and 
 WHEREAS, the parties hereto hereby further intend
to amend certain provisions of the Credit Agreement, in each case on the terms and conditions set forth herein. 
 NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein contained, the undersigned hereby agree as follows: 
 1. Amendments to
Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Section 1.1. The following
definitions are hereby added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order: 
 (i)
Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions in the proper alphabetical order: 







 “Impacted Lender” means any Lender that (a) has not made available
to the Agent such Lender’s ratable portion of a requested borrowing or has not reimbursed an Issuer for such Lender’s ratable portion of the amount of a payment made by such Issuer under a Letter of Credit, in each case after the date due
therefor in accordance with the terms of the Credit Agreement, or has otherwise defaulted in its obligation to so fund or reimburse in accordance with the terms of the Credit Agreement; (b) has notified the Borrower or the Agent that it does
not intend to comply with its obligation to fund Loans or make reimbursements in respect of outstanding Letters of Credit under the Credit Agreement (and has not revoked such notice); or (c) is, or is a Subsidiary of a Person that is, the
subject of a bankruptcy, insolvency or similar proceeding. 
 “Reference Eurodollar Rate” means, as of any
day, a rate of interest per annum equal to the Eurodollar Rate (for a one-month Interest Period) on such day or, if such day is not a Business Day, the immediately preceding Business Day. 
 (ii) The definition of “Alternate Base Rate” in Section 1.1 of the Credit Agreement is hereby amended and restated
in its entirety as follows: 
 “Alternate Base Rate” means, for any day, the per annum rate equal to the
Base Rate Margin plus the highest of the determinable of (i) the Prime Rate, (ii) the Federal Funds Rate plus one-half percent (0.5%) per annum, and (iii) the Reference Eurodollar Rate plus one percent (1%) per annum. If
the Prime Rate or the Federal Funds Rate changes after the date hereof, the Alternate Base Rate shall be automatically increased or decreased, as the case may be, without notice to Borrower, from time to time as of the effective time of each such
change. The Alternate Base Rate shall in no event, however, exceed the Highest Lawful Rate. If for any reason the Agent shall have determined (which determination shall be conclusive and binding, absent manifest error) that it is unable to ascertain
the Federal Funds Rate for any reason, including, without limitation, the inability or failure of the Agent to obtain sufficient bids or publications in accordance with the terms hereof, the Alternate Base Rate shall be determined using the Prime
Rate until the circumstances giving rise to such inability no longer exist. 
 (iii) Clause (c) of the definition of
“Base Rate Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(c) with respect to Revolving Loans, the applicable rate per annum equal to: 
 (i)
three-quarters of one percent (0.750%) per annum when the Facility Usage on such day is less than twenty-five percent (25%) of the Borrowing Base on such day, 







 (ii) one percent (1.000%) per annum when the Facility Usage on such day is greater
than or equal to twenty-five percent (25%) but less than fifty percent (50%) of the Borrowing Base on such day, 
 (iii) one and one-quarter percent (1.250%) per annum when the Facility Usage on such day is greater than or equal to fifty percent (50%) of the Borrowing Base on such day, but less than seventy-five percent (75%) of the
Borrowing Base on such day, 
 (iv) one and one-half percent (1.500%) per annum when the Facility Usage on such day is
greater than or equal to seventy-five percent (75%) of the Borrowing Base on such day, but less than ninety percent (90%) of the Borrowing Base on such day, and 
 (v) one and three-quarters percent (1.750%) per annum when the Facility Usage on such day is greater than or equal to ninety
percent (90%) of the Borrowing Base on such day.” 
 (iv) The definition of “Commitment Fee Rate”
in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Commitment
Fee Rate” means, on each day, a rate per annum equal to one-half of one percent (0.500%). 
 (v) Clause (c) of
the definition of “Eurodollar Margin” in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(c) with respect to Revolving Loans, the applicable rate per annum equal to: 
 (i) two percent (2.000%) per annum when the Facility Usage on such day is less than twenty-five percent (25%) of the Borrowing
Base on such day, 
 (ii) two and one-quarter percent (2.250%) per annum when the Facility Usage on such day is greater
than or equal to twenty-five percent (25%) but less than fifty percent (50%) of the Borrowing Base on such day, 
 (iii) two and one-half percent (2.500%) per annum when the Facility Usage on such day is greater than or equal to fifty percent (50%) of the Borrowing Base on such day, but less than seventy-five percent (75%) of the
Borrowing Base on such day, 







 (iv) two and three-quarters percent (2.750%) per annum when the Facility Usage on
such day is greater than or equal to seventy-five percent (75%) of the Borrowing Base on such day, but less than ninety percent (90%) of the Borrowing Base on such day, and 
 (v) three percent (3.000%) per annum when the Facility Usage on such day is greater than or equal to ninety percent (90%) of
the Borrowing Base on such day.” 
 (b) Section 2.4 of the Credit Agreement is hereby amended by deleting the first sentence
thereof and replacing it with the following: “Borrower shall use all Loans to refinance the Tranche B Term Loans, finance capital expenditures, and provide working capital for its operations and for other general business purposes,
including the acquisition of oil and gas properties and related assets.” 
 (c) Section 2.11. Section 2.11 of the
Credit Agreement is hereby amended by inserting the following new clause (j) at the end of such Section following clause (i) thereof: 
 “(j) Notwithstanding anything herein to the contrary, no Issuer shall be obligated to issue, renew or extend a Letter of Credit if any Lender is at such time an Impacted Lender hereunder, unless such Issuer has
entered into arrangements reasonably satisfactory to such Issuer with the Borrower or such Impacted Lender to eliminate such Issuer’s risk with respect to such Impacted Lender. If any Letter of Credit Outstandings exist at the time a Lender is
an Impacted Lender, the Borrower shall within one Business Day following notice by the Agent cash collateralize such Impacted Lender’s portion of such Letter of Credit Outstandings in a manner reasonably satisfactory to such Issuer for so long
as such Lender is an Impacted Lender and such Letter of Credit Outstandings exist.” 
 (d) Section 3.4. Section 3.4 of
the Credit Agreement is hereby amended by changing the words “Adjusted Eurodollar Rate” to “Eurodollar Rate”. 
 (e)
Section 7.5(c). Section 7.5(c) of the Credit Agreement is hereby amended by changing the words “the Borrower shall notify the Agent in writing” to “the Borrower shall notify the Agent in writing (including notice by
email)”. 
 (f) Section 7.12. Section 7.12 of the Credit Agreement is hereby amended and restated in its entirety as
follows: 
 “Section 7.12. Leverage Ratio. The Borrower will not permit its Leverage Ratio (a) as of
the last day of any Fiscal Quarter prior to and including the Fiscal Quarter ending June 30, 2009, to be greater than 3.00 to 1.00, (b) as of the last day of the Fiscal Quarter ending September 30, 2009, to be greater than 3.75 to
1.00, (c) as of the last day of the Fiscal Quarter ending December 31, 2009, to be greater than 3.50 to 1.00, (d) as of the last day of the Fiscal Quarter ending March 31, 2010, to be greater than 3.25 to 1.00 and (e) as of
the last day each Fiscal Quarter thereafter (commencing with the Fiscal Quarter ending June 30, 2010) to be greater than 3.00 to 1.00; provided that the calculation of the Borrower’s Leverage Ratio for purposes of this
Section 7.12 shall exclude any unrealized 








 
gains or losses or non-cash assets or liabilities in respect of Hedging Contracts described in, and calculated pursuant to, Statement of Financial Accounting
Standards 133 and 143, each as amended (provided that, for the avoidance of doubt, the calculation of Leverage Ratio shall include any gains, losses, assets or liabilities in respect of the termination of any Hedging Contracts).” 
 (g) The fifth sentence of Section 10.1(a) of the Credit Agreement is hereby amended by deleting the phrase “or (8) amend
Section 10.12” and inserting in lieu thereof the following: 
 “, (8) amend this sentence, (9) amend
Section 9.6 or (10) amend Section 10.12.” 
 2. Redetermination of Borrowing Base; Revolving Availability. The
Borrower and the Revolving Loan Lenders hereby agree that effective as of May 4, 2009, (a) the Borrowing Base shall be equal to $405,500,000 and (b) the Revolving Availability shall be equal to $405,500,000, in each case until such
time as the Borrowing Base and/or Revolving Availability are redetermined or otherwise adjusted pursuant to the terms of the Credit Agreement. 
 3. Representations and Warranties. The Borrower and each Restricted Person (if any) hereby represents and warrants that after giving effect hereto: 
 (a) the representations and warranties of the Borrower and such Restricted Person (if any) contained in the Loan Documents are true and
correct in all material respects on and as of the Effective Date, other than those representations and warranties that expressly relate solely to a specific earlier date, which shall remain correct in all material respects as of such earlier date;

 (b) the execution, delivery and performance by the Borrower and such Restricted Person (if any) of this Amendment are
within their corporate or limited liability powers, have been duly authorized by all necessary action, require, in respect of any of them, no action by or in respect of, or filing with, any governmental authority which has not been performed or
obtained and do not contravene, or constitute a default under, any provision of Law or regulation or the articles of incorporation or the bylaws of any of them or any agreement, judgment, injunction, order, decree or other instrument binding upon
the Borrower or such Restricted Person (if any) or result in the creation or imposition of any Lien on any asset of any of them except as contemplated by the Loan Documents; 
 (c) the execution, delivery and performance by the Borrower and such Restricted Person of this Amendment has been duly authorized by all
necessary action required on their part and this Amendment constitutes the legal, valid and binding obligation of each of them enforceable against them in accordance with its terms; and 
 (d) no Default or Event of Default has occurred and is continuing. 
 4. Effectiveness. This Amendment shall be deemed effective as of the Effective Date when (a) the Agent shall have received counterparts
hereof duly executed by the Borrower, the Agent and the Required Lenders, (b) the Agent shall have received for the account of each 








 
Lender that has delivered its executed counterpart this Amendment to the Agent (or otherwise provided to the Agent written evidence of its approval of the
amendments effectuated pursuant to Section 1 of this Amendment) on or prior to the Effective Date, an amendment fee for each such Lender in an amount equal to twenty-five (25) basis points on such Lender’s Aggregate Percentage Share
of the Borrowing Base and (c) the Borrower shall have repaid in full all outstanding Tranche B Term Loans. 
 5. Ratification;
Loan Document. This Amendment shall be deemed to be an amendment to the Credit Agreement, and the Credit Agreement, as hereby amended, is hereby ratified, approved and confirmed in each and every respect. The Borrower and each other Restricted
Person (if any) hereby ratifies, approves and confirms in every respect all the terms, provisions, conditions and obligations of the Loan Documents (including, without limitation, all Security Documents) to which it is a party. All references to the
Credit Agreement in any Loan Document or in any other document, instrument, agreement or writing shall hereafter be deemed to refer to the Credit Agreement as hereby amended. This Amendment is a Loan Document. 
 6. Costs And Expenses. As provided in Section 10.4 of the Credit Agreement, the Borrower agrees to reimburse Agent for all reasonable costs
and expenses incurred by or on behalf of Agent (including attorneys’ fees, consultants’ fees and engineering fees, travel costs and miscellaneous expenses) in connection with this Amendment and any other agreements, documents, instruments,
releases, terminations or other collateral instruments delivered by the Agent in connection with this Amendment. 
 7. GOVERNING
LAW. THIS AMENDMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
 8. Severability. Any provision of this Amendment that is
prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or affecting the
validity or enforceability of such provision in any other jurisdiction. 
 9. Counterparts. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the same instrument, and any party hereto may execute this Amendment by signing one or more counterparts. Any signature hereto delivered by a party by facsimile or
electronic transmission shall be deemed to be an original signature hereto. 
 10. Successors and Assigns. This Amendment shall be
binding upon the Borrower and its successors and permitted assigns and shall inure, together with all rights and remedies of each Lender Party hereunder, to the benefit of each Lender Party and its successors, transferees and assigns. 







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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 day and year first above written. 
  

			
	 BORROWER:
  
 W&T OFFSHORE, INC.

		
	By:	 	/s/ John D. Gibbons
	 Name:
 Title:
	 	 John D. Gibbons
 Chief Financial
Officer



  








			
	 TORONTO DOMINION (TEXAS) LLC,
 as Agent and
Lender

		
	By:	 	/s/ Ian Murray
	 Name:
 Title:
	 	 Ian Murray
 Authorized Signatory



  

			
	 THE TORONTO-DOMINION BANK,
 as
Issuer

		
	By:	 	/s/ Deborah Gravinese
	 Name:
 Title:
	 	 Deborah Gravinese
 Vice President



  
  







  

			
	 FORTIS CAPITAL CORP.
 as Issuer and Lender


		
	By:	 	/s/ David Montgomery
	 Name:
 Title:
	 	 David Montgomery
 Director



  

			
	
		
	By:	 	/s/ Darrell Holley
	 Name:
 Title:
	 	 Darrell Holley
 Managing Director



  
  








			
	 BMO CAPITAL MARKETS FINANCING, INC.,
 as
Lender

		
	By:	 	/s/ James V. Ducote
	 Name:
 Title:
	 	 James V. Ducote
 Director











			
	 BANK OF SCOTLAND,
 as
Lender

		
	By:	 	 
	Name: Title:	 	










			
	 NATIXIS,
 as Lender

		
	By:	 	/s/ Donovan C. Broussard
	 Name:
 Title:
	 	 Donovan C. Broussard
 Managing
Director



  

			
	
		
	By:	 	/s/ Liana Tchernysheva
	 Name:
 Title:
	 	 Liana Tchernysheva
 Director











			
	 GE BUSINESS FINANCIAL SERVICES, INC.
 f/k/a
MERRILL LYNCH BUSINESS FINANCIAL SERVICES, INC.,
 as Lender

		
	By:	 	 
	Name: Title:	 	










			
	 ROYAL BANK OF CANADA,
 as
Lender

		
	By:	 	 
	Name: Title:	 	










			
	 SOCIÉTÉ GÉNÉRALE,
 as Lender

		
	By:	 	 
	Name: Title:	 	










			
	 AMEGY BANK NATIONAL ASSOCIATION,
 as Lender


		
	By:	 	/s/ W. Bryan Chapman
	 Name:
 Title:
	 	 W. Bryan Chapman
 Senior Vice
President











			
	 BNP PARIBAS,
 as Lender

		
	By:	 	/s/ Betsy Jocher
	 Name:
 Title:
	 	 Betsy Jocher
 Director



  

			
	
		
	By:	 	/s/ Juan Carlos Sandoval
	 Name:
 Title:
	 	 Juan Carlos Sandoval
 Vice
President











			
	 GUARANTY BANK, FSB,
 as
Lender

		
	By:	 	/s/ Christopher S. Parada
	 Name:
 Title:
	 	 Christopher S. Parada
 Senior Vice
President










  

			
	 SUNTRUST BANK,
 as
Lender

		
	By:	 	 
	Name: Title:	 	










			
	 BANK OF AMERICA, N.A.,
 as
Lender

		
	By:	 	/s/ Jeffrey H. Rathkamp
	 Name:
 Title:
	 	 Jeffrey H. Rathkamp
 Managing
Director











			
	 ING CAPITAL LLC,
 as
Lender

		
	By:	 	/s/ Charles E. Han
	 Name:
 Title:
	 	 Charles E. Han
 Managing Director










  

			
	 MORGAN STANLEY BANK, N.A.,
 as
Lender

		
	By:	 	/s/ Melissa James
	 Name:
 Title:
	 	 Melissa James
 Authorized
Signatory











			
	 THE BANK OF NOVA SCOTIA,
 as
Lender

		
	By:	 	/s/ David G. Mills
	 Name:
 Title:
	 	 David G. Mills
 Managing Director