Third Amendment to Third Amended and Restated Credit Agreement, as amended


 Exhibit 10.1 
 THIRD AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”), dated effective as of
June 7, 2007, 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. 
 WITNESSETH 
 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, and as amended by that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of July 27, 2006 (as so amended, and as from time to time amended, supplemented, restated or
otherwise modified, including pursuant to this Amendment, the “Credit Agreement”); and 
 WHEREAS, parties hereto
hereby intend to amend the Credit Agreement on the terms and conditions set forth herein; 
 NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, the Borrower, the Lenders, the Issuers and the Agent hereby agree as follows: 
 1.
Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows: 
 (a) Section 7.1. Section 7.1 of
the Credit Agreement is hereby amended as follows: 
 (i) the word “and” at the end of clause (g) of
Section 7.1 is hereby deleted; 
 (ii) the reference to clause (h) of Section 7.1 is hereby changed to be a
reference to clause (i) of Section 7.1 and the words “subsections (a) through (g)” in clause is hereby replaced with the words “clauses (a) through (h)”; and 
 (iii) the following new clause (h) is hereby inserted after clause (g) of Section 7.1: 
 “(h) Indebtedness incurred under senior unsecured bonds (the “Bonds”) issued pursuant to one or more indentures or
note purchase agreements (each an “Indenture”); provided, however, that (i) such Indebtedness (A) is unsecured and does not exceed an aggregate outstanding principal amount of U.S.$500,000,000, (B) does
not have a maturity date that is earlier than five years from the date of incurrence, (C) has a coupon or interest rate not in excess of nine percent (9%), (D) contains covenants not materially more onerous to Borrower and its Subsidiaries
than those contained in the Loan Documents, (E) contains other terms and conditions (including amount, interest, amortization, covenants and events of default) as are reasonably satisfactory to the Administrative Agent; and (ii) the
proceeds of the initial Bonds (which Bonds are anticipated to be issued in June 2007) are used to prepay in full in cash all Tranche A Term Loans concurrently with the receipt of proceeds from the issuance of such Bonds; and” 
 (b) Section 6.14(b). Section 6.14(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(b) terminate interest rate Hedging Contracts described in Section 4.1(q)(ii) in accordance with the terms of such Hedging Contracts if the
termination of such Hedging Contracts will not result in any material breakage fees, termination fees or similar fees, penalties or assessments against Borrower.” 
 (c) Section 7.3(b). Section 7.3(b) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Any Restricted Person may enter into contracts for the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate,
provided that each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations
rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant.” 
 (d)
Section 7.6. Section 7.6 of the Credit Agreement is hereby amended by inserting the following proviso at the end of such Section as follows: 
 “; provided, further that (A) the Borrower may pay interest on the Bonds on the stated, scheduled dates for
payment of interest set forth in the applicable Indenture and (B) the Borrower may redeem, repurchase, prepay or defease the Bonds (x) on the scheduled maturity date for the Bonds, (y) on each stated, scheduled date for prepayment of
principal, or (z) with the written consent of the Required Lenders. 
  

 1 







 (e) Section 7.10. Section 7.10 of the Credit Agreement is hereby amended by adding the
following sentence at the end of such Section: 
 “The Borrower will not, and will not permit any of its Subsidiaries to, consent to any
amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect to the terms or provisions contained in an Indenture or the Bonds related thereto that results or causes or has the effect
of doing any of the following: (i) contravening the provisions of this Agreement, (ii) increasing the interest, premium or the yield on such Bonds beyond the interest, yield or premium currently specified in such Indenture as of the
effective date of such Indenture, (iii) providing for dates for payment of principal, interest, premium (if any), yield or fees which are earlier than the dates specified in such Indenture as in effect on the effective date of such Indenture,
(iv) providing for any covenant, event of default or remedy which is more restrictive on any Obligor than that set forth in such Indenture as in effect on the effective date of such Indenture, (v) providing for redemption, prepayment or
defeasance provisions that are more burdensome on the Borrower than those set forth in such Indenture as in effect on the effective date of such Indenture, (vi) providing for collateral securing Indebtedness under such Bonds or such Indenture,
or (vii) increasing the obligations of the Borrower or any of its Subsidiaries or conferring any additional rights on any holder of such Bonds than those set forth in such Indenture as in effect on the effective date of such Indenture which
could reasonably be expected to be adverse to the Lender Parties.” 
 2. Representations and Warranties. The Borrower hereby
represents and warrants that after giving effect hereto: 
 (a) the representations and warranties of the Borrower and its Subsidiaries
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 its Subsidiaries 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 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 each other Subsidiary 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. 
 3. Effectiveness. This Amendment shall be effective as of the date hereof, following the
Agent’s receipt of this Amendment, duly executed by the Borrower, the Agent and the Required Lenders (the “Effective Date”). 
 4. 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. 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. 
 5. 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.  
 6. 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. 

7. 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 transmission shall be deemed to be an original signature hereto. 
 8. 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 the respective successors, transferees and assigns. 
  

 2 







 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/ Reid Lea / TFG
	 Name:
 Title:
	 	 Reid Lea
 Executive Vice
President




	
	 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/ Robyn Zeller
	 Name:
 Title:
	 	 Robyn Zeller
 Managing Director



  

			
	 LEHMAN COMMERCIAL PAPER INC.,
 as
Lender

		
	By:	 	/s/ Maria M. Lund
	 Name:
 Title:
	 	 Maria M. Lund
 Authorized
Signatory



  

			
	 FORTIS CAPITAL CORP.
 as Issuer and Lender


		
	By:	 	/s/ David Montgomery
	 Name:
 Title:
	 	 David Montgomery
 Senior Vice
President



  

			
		
	By:	 	/s/ Deirdre Sanborn
	 Name:
 Title:
	 	 Deidre Sanborn
 Senior Vice
President



  

			
	 BMO CAPITAL MARKETS FINANCING, INC.
 f/k/a
HARRIS NESBITT BURNS FINANCING, INC.,
 as Lender

		
	By:	 	/s/ Mary Lou Allen
	 Name:
 Title:
	 	 Mary Lou Allen
 Vice President




	
	 BANK OF SCOTLAND,
 as
Lender

	


  

			
		
	By:	 	/s/ Karen Welch
	 Name:
 Title:
	 	 Karen Welch
 Vice President



  

 3 








	
	 BANK OF SCOTLAND,
 NATIXIS f/k/a
NATEXIS BANQUES POPULAIRES,
 as Lender




			
		
	By:	 	/s/ Louis P. Laville, III
	 Name:
 Title:
	 	 Louis P. Laville, III
 Managing
Director



  

			
		
	By:	 	/s/ Daniel Payer
	 Name:
 Title:
	 	 Daniel Payer
 Director



  

			
	 JPMORGAN CHASE BANK, N.A., successor-by-merger to BANK ONE, NA
 (Main Office – Chicago),
 as Issuer and Lender

		
	By:	 	/s/ Brian Orlando
	 Name:
 Title:
	 	 Brian Orlando
 Assistant Vice
President



  
  

			
	 ROYAL BANK OF CANADA
 as
Lender

		
	By:	 	/s/ Don J. McKinnerney
	 Name:
 Title:
	 	 Don J. McKinnerney
 Authorized
Signatory



  

			
	 SOCIÉTÉ GÉNÉRALE,
 as Lender

		
	By:	 	/s/ Stephen W. Warfel
	 Name:
 Title:
	 	 Stephen W. Warfel
 Director




			
	 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/ Russell Otts
	 Name:
 Title:
	 	 Russell Otts
 Vice President



  

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



  

			
	 GUARANTY BANK, FSB,
 as
Lender

		
	By:	 	/s/ John Clark
	 Name:
 Title:
	 	 John Clark
 Executive Vice President and Managing
Director



  

 4 








			
	 SUNTRUST BANK,
 as
Lender

		
	By:	 	/s/ James Warren
	 Name:
 Title:
	 	 James Warren
 Managing Director



  

			
	 WB LOAN FUNDING 1, LLC,
 as
Lender

		
	By:	 	/s/ Diane M. Himes
	 Name:
 Title:
	 	 Diane M. Himes
 Vice President




	
	 WB LOAN FUNDING 2, LLC,
 as Lender




  

			
	
		
	By:	 	/s/ Diane M. Himes
	 Name:
 Title:
	 	 Diane M. Himes
 Vice President



  

			
	 WB LOAN FUNDING 5, LLC,
 as
Lender

		
	By:	 	/s/ Diane M. Himes
	 Name:
 Title:
	 	 Diane M. Himes
 Vice President



  

			
	 RAYMOND JAMES BANK, FSB,
 as
Lender

		
	By:	 	/s/ Andrew Hahn
	 Name:
 Title:
	 	 Andrew Hahn
 Vice President



  

			
	 ATRIUM V,
 as Lender

		
	By:	 	/s/ David H. Lerner
	 Name:
 Title:
	 	 David H. Lerner
 Authorized
Signatory



  

			
	 BLACKROCK SENIOR INCOME SERIES,
 as Lender


		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory




	
	 BLACKROCK SENIOR INCOME SERIES II,
 as Lender



  

			
		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory



  

 5 








			
	 BLACKROCK SENIOR INCOME SERIES III,
 as
Lender

		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory



  

			
	 BLACKROCK SENIOR INCOME SERIES IV,
 as Lender


		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory



  

			
	 BLACKROCK SENIOR INCOME SERIES V f/k/a GRANITE FINANCE LTD.,
 as Lender

		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory



  
  

			
	 MAGNETITE VCLD, LIMITED,
 as
Lender

		
	By:	 	/s/ Anthony Heyman
	 Name:
 Title:
	 	 Anthony Heyman
 Authorized
Signatory




	
	 SANKATY ADVISORS, LLC as Collateral
 Manager for AVERY POINT CLO, LTD.,
 as Term Lender,
 as Lender



  

			
	
		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  

			
	 CHATHAM LIGHT II CLO, LIMITED, by SANKATY ADVISORS LLC, as Collateral Manager,
 as Lender
  

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  
  

			
	 KATONAH III, LTD. by SANKATY ADVISORS LLC as Sub-Advisors,
 as Lender

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  

 6 








			
	 SANKATY ADVISORS, LLC as Collateral Manager for PROSPECT FUNDING I, LLC as Term Lender,
 as Lender

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  

	
	 SANKATY ADVISORS, LLC as Collateral
 Manager for RACE POINT CLO, LIMITED
 as Term Lender,
 as Lender




			
	
		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  
  

			
	 SANKATY ADVISORS, LLC as Collateral
 Manager
for RACE POINT II CLO, LIMITED
 as Term Lender,
 as
Lender

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  
  

			
	 SANKATY ADVISORS, LLC as Collateral
 Manager
for RACE POINT III CLO, LIMITED
 as Term Lender,
 as
Lender

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  

			
	 SANKATY HIGH YIELD PARTNERS III, L.P.,
 as
Lender

		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary




	
	 SANKATY HIGH YIELD PARTNERS II, L.P.,
 as Lender



  

			
	
		
	By:	 	/s/ Alan K. Halfenger
	 Name:
 Title:
	 	 Alan K. Halfenger
 Chief Compliance Officer and
Assistant Secretary



  

			
	 GRAND CENTRAL ASSET TRUST, PFV SERIES,
 as
Lender

		
	By:	 	/s/ Richard Newcomb
	 Name:
 Title:
	 	 Richard Newcomb
 Attorney-in-Fact












			
	 GRAND CENTRAL ASSET TRUST,
 BDC
SERIES,
 as Lender

		
	By:	 	/s/ Jason Muelver
	 Name:
 Title:
	 	 Jason Muelver
 Attorney-in-Fact



  

			
	 DUNES FUNDING LLC,
 as
Lender

		
	By:	 	/s/ Tara E. Kenny
	 Name:
 Title:
	 	 Tara E. Kenny
 Assistant Vice
President



  
  

			
	 HARBOUR TOWN FUNDING LLC,
 as
Lender

		
	By:	 	/s/ Tara E. Kenny
	 Name:
 Title:
	 	 Tara E. Kenny
 Assistant Vice
President



  

	
	 ATLAS LOAN FUNDING (CENT I) LLC
 By: RIVERSOURCE
INVESTMENTS, LLC,
 Attorney-in-Fact,
 as
Lender



  

			
		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

	
	 CENTURION CDO II, LTD.
 By: RIVERSOURCE INVESTMENTS, LLC,

 as Collateral Manager,
 as Lender



  

			
		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  
  

			
	 CENTURION CDO VI, LTD.
 By: RIVERSOURCE
INVESTMENTS, LLC,
 as Collateral Manager,
 as
Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

	
	 CENTURION CDO VII, LTD.
 By:
RIVERSOURCE INVESTMENTS, LLC,
 as Collateral Manager,
 as Lender





			
		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

 8 








			
	 CENTURION CDO 8, LIMITED
 By: RIVERSOURCE INVESTMENTS, LLC,
 as Collateral Manager,
 as Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

			
	 CENTURION CDO 9, LIMITED
 By: RIVERSOURCE
INVESTMENTS, LLC,
 as Collateral Manager,
 as
Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

			
	 CENT CDO 10, LIMITED
 By: RIVERSOURCE
INVESTMENTS, LLC,
 as Collateral Manager,
 as
Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

			
	 CENT CDO XI, LIMITED
 By: RIVERSOURCE
INVESTMENTS, LLC,
 as Collateral Manager,
 as
Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst




	
	 RIVERSOURCE BOND SERIES, INC. –
 RIVERSOURCE FLOATING RATE FUND,
 as Lender
  



  

			
		
	By:	 	/s/ Jerry Howard
	 Name:
 Title:
	 	 Jerry Howard
 Assistant Vice
President



  

			
	 SEQUILS-CENTURION V, LTD.
 By: RIVERSOURCE
INVESTMENTS, LLC,
 as Collateral Manager,
 as
Lender

		
	By:	 	/s/ Traci D. Garcia
	 Name:
 Title:
	 	 Traci D. Garcia
 Sr. Business
Analyst



  

			
	 CLASSIC CAYMAN B. D. LIMITED,
 as
Lender

		
	By:	 	/s/ Annette Halprin
	 Name:
 Title:
	 	 Annette Halprin
 Authorized
Signatory




			
	
		
	By:	 	/s/ Janet Wolff
	 Name:
 Title:
	 	 Janet Wolff
 Authorized Signatory



  

 9 








			
	 FRANKLIN FLOATING RATE DAILY ACCESS FUND,
 as
Lender

		
	By:	 	/s/ Richard Hsu
	 Name:
 Title:
	 	 Richard Hsu
 Assistant Vice
President




	
	 FRANKLIN CLO II, LIMITED,
 as Lender




  

			
	
		
	By:	 	/s/ Alex Guang Yu
	 Name:
 Title:
	 	 Alex Guang Yu
 Authorized
Signatory



  
  

			
	 FRANKLIN FLOATING RATE MASTER SERIES,
 as
Lender

		
	By:	 	/s/ Richard Hsu
	 Name:
 Title:
	 	 Richard Hsu
 Assistant Vice
President



  

			
	 ACKNOWLEDGED AND AGREED:
  
 OFFSHORE ENERGY I LLC

		
	By:	 	/s/ Thomas F. Getten
	 Name:
 Title:
	 	 Thomas F. Getten
 Authorized
Representative



  

			
	OFFSHORE ENERGY II LLC
		
	By:	 	/s/ Thomas F. Getten
	 Name:
 Title:
	 	 Thomas F. Getten
 Authorized
Representative



  
  

			
	OFFSHORE ENERGY III LLC
		
	By:	 	/s/ Thomas F. Getten
	 Name:
 Title:
	 	 Thomas F. Getten
 Authorized
Representative




	
	 GULF OF MEXICO OIL AND GAS
 PROPERTIES LLC




			
	
		
	By:	 	/s/ Thomas F. Getten
	 Name:
 Title:
	 	 Thomas F. Getten
 Authorized
Representative



  

			
	W&T ENERGY V, LLC
		
	By:	 	/s/ Thomas F. Getten
	 Name:
 Title:
	 	 Thomas F. Getten
 Authorized
Representative



  

 10