Fifth Amendment to Third Amended and Restated Credit Agreement


 Exhibit 10.1 
 Execution Copy 
 FIFTH AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 THIS
FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”), dated effective as of July 24, 2008 (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. 
 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, 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, and as further amended by that certain
Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement dated as of November 6, 2007 (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 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. 
 (i) The definition of “Available Distribution Amount” is hereby amended by replacing the reference to “$30,000,000”
with a reference to “$60,000,000”. 
 (ii) 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) one-eighth of one percent (0.125%) per annum when the
Facility Usage on such day is less than fifty percent (50%) of the Borrowing Base on such day, 






 (ii) three-eighths of one percent (0.375%) 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, 
 (iii) five-eighths of one percent (0.625%) 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 
 (iv) three-fourths of one percent (0.75%) 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.” 
 (iii) 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) one and three-eighths percent (1.375%) per annum when the Facility Usage on such day is less than fifty percent
(50%) of the Borrowing Base on such day, 
 (ii) one and five-eighths percent (1.625%) 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, 
 (iii) one and seven-eighths percent (1.875%) 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 
 (iv) two percent (2.000%) 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.” 
 (iv) The definition of “Issuance Request” in Section 1.1 of the Credit Agreement is hereby amended by replacing the
reference to “Exhibit H” therein with a reference to “Exhibit G”. 
 (v) The definition of “Revolving
Availability” in Section 1.1 of the Credit Agreement is hereby amended and restated as follows: 
 (i)
“Revolving Availability” means, at the time of determination, the lesser of (a) $500,000,000 (except that, after the Tranche B Repayment Date, the amount under clause (a) shall instead be the amount of the aggregate
Revolving Loan Commitments then in effect (as adjusted pursuant to Section 2.14)) or (b) the difference between (i) the Borrowing Base then in effect and (ii) the sum of the aggregate principal amount of all outstanding Tranche A
Term Loans and Tranche B Term Loans at the time of the determination or redetermination of such then effective Borrowing Base without giving effect to any prepayment or repayment of any Tranche A Term Loans or Tranche B Term Loans made after such
determination or redetermination of such then effective Borrowing Base (except that after the Tranche B Repayment Date, the sum under clause (b)(ii) shall be zero).” 
  


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 (vi) The definition of “Revolving Loan Maturity Date” in Section 1.1 of
the Credit Agreement is hereby amended and restated as follows: 
 “Revolving Loan Maturity Date” means
July 23, 2012.” 
 (vii) A new definition “Tranche B Repayment Date” is hereby inserted into
Section 1.1 of the Credit Agreement in the appropriate alphabetical location as follows: 
 “Tranche B Repayment
Date” means the date when all principal and accrued interest on all Tranche B Term Loans and all fees and expenses outstanding as of such date that are payable to the Tranche B Term Loan Lenders in their capacities as such have been repaid
in full in cash. 
 (b) Section 2.14. A new Section 2.14 is hereby added to the Credit Agreement as follows: 
 “Section 2.14 Increase in Revolving Loan Commitments. 
 (a) From and after the Tranche B Repayment Date, upon prior notice to, and the written consent (which consent shall not be unreasonably
withheld or delayed) of, the Agent, the Borrower may from time to time in writing, (i) request the Revolving Loan Lenders to increase their Revolving Loan Commitments and/or (ii) invite additional lenders to become Revolving Loan Lenders
party to this Agreement, so as to increase the aggregate Revolving Loan Commitments to an amount requested by the Borrower not exceeding $710,000,000. At the time of sending such written notice to the Revolving Loan Lenders or any invitee, the
Borrower (in consultation with the Agent) shall specify the time period within which each Revolving Loan Lender or invitee, as applicable, is requested to respond (which shall in no event be less than ten (10) Business Days from the date of
delivery of such notice to the Revolving Loan Lenders or invitees) to such request. To the extent that the Borrower has requested the Revolving Loan Lenders to increase their respective Revolving Loan Commitments hereunder, each Revolving Loan
Lender shall notify the Agent within such time period whether or not it agrees to increase its respective Revolving Loan Commitment and, if so, by what amount. Any Revolving Loan Lender not responding within 

  

 3 







 
such time period shall be deemed to have declined to increase its respective Revolving Loan Commitment. Notwithstanding anything herein to the contrary, no
Revolving Loan Lender shall have any obligation whatsoever to increase its respective Revolving Loan Commitment hereunder. The consent of the Agent shall be required (which consent shall not be unreasonably withheld or delayed) in order for a lender
that is not an existing Lender to become a party to this Agreement pursuant to this Section 2.14, but the consent of the Lenders shall not be required in order for such lender to become a party to this Agreement pursuant to this
Section 2.14. 
 (b) If the aggregate Revolving Loan Commitments are increased in accordance with this Section 2.14,
the Agent and the Borrower shall determine the effective date of such increase (the “Increase Effective Date”). The Agent and the Borrower shall promptly notify the existing and additional Revolving Loan Lenders of the aggregate
Revolving Loan Commitments, the final allocation of such aggregate Revolving Loan Commitments and the Increase Effective Date. Each existing Revolving Loan Lender that increases its Revolving Loan Commitment and each additional Revolving Loan
Lender, if any, and the Borrower shall execute and deliver to the Agent (which the Agent shall also execute to acknowledge its acceptance thereof) a certificate substantially in the form of Exhibit H hereto (a “Revolving Loan
Lender Certificate”). Upon receipt by the Agent of Revolving Loan Lender Certificates from existing Revolving Loan Lenders and additional Revolving Loan Lenders, if any, in an amount sufficient to effectuate an increase in the aggregate
Revolving Loan Commitments: (i) the aggregate Revolving Loan Commitments shall be increased, (ii) the Agent shall amend and distribute to the Borrower (and post to Intralinks for the Lenders) a revised Part I of Schedule 3 of
the Revolving Loan Commitment of each existing and additional Revolving Loan Lender and the revised Revolving Loan Percentage Shares of the Revolving Loan Lenders (which shall be deemed incorporated into this Agreement), (iii) each additional
Revolving Loan Lender shall be deemed to be a party in all respects to this Agreement and the other Loan Documents to which the Revolving Loan Lenders are parties as of the Increase Effective Date and (iv) upon the Increase Effective Date, the
Revolving Loan Lenders parties to such Revolving Loan Lender Certificates shall purchase from the (other) Revolving Loan Lender parties to this Agreement immediately prior to the Increase Effective Date the portion of the outstanding Revolving Loans
(and participation interests in Letters of Credit) of each such (other) Revolving Loan Lender such that each Revolving Loan Lender (including any additional Revolving Loan Lender, if any) shall hold its respective revised Revolving Loan Percentage
Share of the outstanding Revolving Loans (and participation interests in Letters of Credit) as reflected in the revised Part I of Schedule 3 required by this Section 2.14, provided that the Borrower shall pay any amounts due under
Section 3.5 to the extent that any such purchase gives rise to the costs indemnified thereby. 
 (c) As a condition
precedent to such increase, the Borrower shall deliver to the Agent a counterpart of the Revolving Loan Lender Certificates dated as of the Increase Effective Date (for posting on Intralinks) signed by an 

  

 4 







 
Authorized Officer of the Borrower certifying that, before and after giving effect to such increase, the representations and warranties contained in
Article V are true and correct on and as of the Increase Effective Date and no Default or Event of Default or Borrowing Base Deficiency exists. The Borrower shall execute and deliver replacement Revolving Loan Notes, as required, in accordance
with Section 2.13 reflecting such Revolving Loan Lender’s Revolving Loan Commitment, which Revolving Loan Notes shall be dated as of the date of this Agreement and shall otherwise comply with the provisions of Section 2.14.

 (d) This Section shall supersede any provision in Section 10.1 to the contrary.” 
 (c) Section 7.6(a). Clause (a) of Section 7.6 of the Credit Agreement is hereby amended and restated in its entirety as follows:

 “(a) by Borrower to any of its shareholders on any date, provided that all Distributions made pursuant to this clause
(a) in any Fiscal Year shall not exceed the Available Distribution Amount, or” 
 (d) Section 7.12. Section 7.12
of the Credit Agreement is hereby amended by replacing the phrase “greater than 2.0 to 1.0” with the phrase “greater than 2.5 to 1.0”. 
 (e) Section 7.13. Section 7.13 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Section 7.13 Reserved.” 
 (f) Section 7.14. Section 7.14 of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “Section 7.14 Minimum Asset Coverage Ratio. Borrower will not permit its Minimum Asset Coverage Ratio as of the last day of
any Fiscal Quarter that occurs prior to the Tranche B Repayment Date to be less than 2.0 to 1.0; provided that the calculation of the Borrower’s Minimum Asset Coverage Ratio for purposes of this Section 7.14 shall exclude any
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 Minimum
Asset Coverage Ratio shall include any assets or liabilities in respect of the termination of any Hedging Contracts).” 
 (g)
Schedule 3. Part I of Schedule 3 to the Credit Agreement is hereby replaced with Annex I attached hereto. 
 (h) Exhibit H. A
new Exhibit H is hereby added to the Credit Agreement in the form of Annex II hereto. 
 2. Representations and Warranties. The
Borrower and each Restricted Person hereby represents and warrants that after giving effect hereto: 
 (a) the representations and warranties
of the Borrower and such Restricted Person 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; 
  

 5 







 (b) the execution, delivery and performance by the Borrower and such Restricted Person 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 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. 
 3. 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) as consideration for the extension of the Revolving Loan Maturity Date, the Borrower shall have paid to the Agent for the account and of the Agent
and the Revolving Loan Lenders the fees set forth in the Fee Letter dated July 24, 2008; and 
 (c) to the extent requested by it,
(i) each New Revolving Loan Lender (as defined in Section 8 below) shall have received a Revolving Loan Note and (ii) each existing Revolving Loan Lender shall have received its replacement Revolving Loan Note, in each case
payable to it in the principal amount of its “Revolving Loan Commitment” as specified in Annex I attached hereto (or the Agent shall have received such note on its behalf ); 
 provided that Section 1(b) shall not become effective until such time that (i) the Agent shall have received counterparts hereof duly executed by
all Revolving Loan Lenders; and (ii) the Tranche B Repayment Date has occurred. 
 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. The Borrower and each other Restricted Person 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 







 5. 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. 
 6. 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. 
 7. 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. 

8. New Revolving Loan Lenders; Purchase and Sale of Revolving Loans, Etc. 
 (a) By its execution and delivery hereof, effective as of the Effective Date, (i) each of Bank of America, N.A., ING Capital LLC, Morgan Stanley Bank
and The Bank of Nova Scotia (each, a “New Revolving Loan Lender”) shall be deemed automatically to have become a party to the Credit Agreement, shall have all the rights and obligations of a “Revolving Loan Lender” under
the Credit Agreement and the other Loan Documents as if each were an original signatory thereto, and shall agree, and does hereby agree, to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents to which
the Revolving Loan Lenders are a party, in each case, as if each were an original signatory thereto; and (ii) Lehman Commercial Paper Inc. (the “Exiting Lender”), shall cease to be a Revolving Loan Lender, shall have no
Revolving Loan Commitments under the Credit Agreement, and shall relinquish its rights (provided that it shall still be entitled to any rights of indemnification in respect of any circumstance or event or condition arising prior to the Effective
Date) and be released from its obligations under the Credit Agreement and the other Loan Documents. 
 (b) Each New Revolving Loan Lender
(i) confirms that it has received a copy of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement;
(ii) agrees that it will, independently and without reliance upon the Agent, any Issuer or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) represents and warrants that its name set forth herein is its legal name; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such


  

 7 







 
powers and discretion under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Revolving Loan Lender. 
 (c) Each New Revolving Loan Lender hereby advises each other party hereto that its respective address for notices shall be as set forth below its name on
Annex I hereto. 
 (d) Effective as of the Effective Date, each of the Exiting Lender and the Revolving Loan Lenders (other than the
New Revolving Loan Lenders) hereby sells, assigns, transfers and conveys to the New Revolving Loan Lenders and other relevant Revolving Loan Lenders, and each of the New Revolving Loan Lenders and such other Revolving Loan Lenders hereby purchases
and accepts, in each case so much of the aggregate Revolving Loan Commitments under, Revolving Loans outstanding under, and/or participations in Letters of Credit issued pursuant to, the Credit Agreement such that, after giving effect to this
Amendment, the Revolving Loan Percentage Share of each Revolving Loan Lender, and the Revolving Loan Commitment of each Revolving Loan Lender, shall be as set forth on Annex I hereto. The foregoing sales, assignments, transfers and
conveyances are without any warranties whatsoever by the Agent, any Issuer, the Exiting Lender or any Revolving Loan Lender making such sale, assignment, transfer and conveyance (each such Revolving Loan Lender, herein an “Assignor Revolving
Loan Lender”) as to title, enforceability, collectibility, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of the Exiting Lender and such Assignor Revolving Loan Lender that it has not
previously sold, transferred, conveyed or encumbered such interests. 
 (e) The Assignor Revolving Loan Lenders, on the one hand, and the New
Revolving Loan Lenders and other relevant Revolving Loan Lenders purchasing and accepting such sales, assignments, transfers and conveyances under this Section 8 (each such New Revolving Loan Lender or such other relevant Revolving Loan
Lender, herein the “Assignee Revolving Loan Lenders”), on the other hand, shall make all appropriate adjustments in payments under the Credit Agreement, the Revolving Loan Notes and the other Loan Documents so that the relevant
Assignor Revolving Loan Lender or Assignee Revolving Loan Lender, as the case may be, will receive the appropriate portion of such payment in a manner consistent with the effectiveness (as of the Effective Date) of the sales, assignments, transfers
and conveyances made pursuant to this Section 8. The Exiting Lender acknowledges and agrees that it is not entitled to any fee under Section 3(b) of this Amendment. 
 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. 
  

 8 







 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:	 	John D. Gibbons
	Title:	 	Chief Financial Officer









			
	 TORONTO DOMINION (TEXAS) LLC,
 as Agent and
Lender

		
	By:	 	 /s/ Ian Murray

	Name:	 	Ian Murray
	Title:	 	Authorized Signatory
	
	 THE TORONTO-DOMINION BANK,
 as
Issuer

		
	By:	 	 /s/ Robyn Zeller

	Name:	 	Robyn Zeller
	Title:	 	Managing Director









			
	 FORTIS CAPITAL CORP.
 as Issuer and Lender


		
	By:	 	 /s/ Casey Lowary

	Name:	 	Casey Lowary
	Title:	 	Director
		
	By:	 	 /s/ Darrell Holley

	Name:	 	Darrell Holley
	Title:	 	Managing Director









			
	 BMO CAPITAL MARKETS FINANCING, INC.,
 as
Lender

		
	By:	 	 /s/ James V. Ducote

	Name:	 	James V. Ducote
	Title:	 	Director









			
	 BANK OF SCOTLAND PLC,
 as
Lender

		
	By:	 	 /s/ Julia R Franklin

	Name:	 	Julia R Franklin
	Title:	 	Assistant Vice President









			
	 NATIXIS,
 as Lender

		
	By:	 	 /s/ Daniel Payer

	Name:	 	Daniel Payer
	Title:	 	Director
		
	By:	 	 /s/ Donovan C. Broussard

	Name:	 	Donovan C. Broussard
	Title:	 	Managing Director









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

		
	By:	 	 /s/ Randall Hornick

	Name:	 	Randall Hornick
	Title:	 	Authorized Signatory









			
	 ROYAL BANK OF CANADA,
 as
Lender

		
	By:	 	 /s/ Don J. McKinnerney

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory









			
	 SOCIÉTÉ GÉNÉRALE,
 as Lender

		
	By:	 	 /s/ Stephen W. Warfel

	Name:	 	Stephen W. Warfel
	Title:	 	Managing Director









			
	 AMEGY BANK NATIONAL ASSOCIATION,
 as Lender


		
	By:	 	 /s/ W. Bryan Chapman

	Name:	 	W. Bryan Chapman
	Title:	 	Senior Vice President









			
	 BNP PARIBAS,
 as Lender

		
	By:	 	 /s/ Douglas R. Liftman

	Name:	 	Douglas R. Liftman
	Title:	 	Managing Director
		
	By:	 	 /s/ Russell Otts

	Name:	 	Russell Otts
	Title:	 	Director









			
	 GUARANTY BANK, FSB,
 as
Lender

		
	By:	 	 /s/ Christopher S. Parada

	Name:	 	Christopher S. Parada
	Title:	 	Senior Vice President









			
	 SUNTRUST BANK,
 as
Lender

		
	By:	 	 /s/ David Simpson

	Name:	 	David Simpson
	Title:	 	Vice President









			
	 BANK OF AMERICA, N.A.,
 as
Lender

		
	By:	 	 /s/ Stephen J. Hoffman

	Name:	 	 Stephen J. Hoffman

	Title:	 	Managing Director









			
	 ING CAPITAL LLC,
 as
Lender

		
	By:	 	 /s/ Charles E. Hall

	Name:	 	Charles E. Hall
	Title:	 	Managing Director









			
	 MORGAN STANLEY BANK,
 as
Lender

		
	By:	 	 /s/ Daniel Twenge

	Name:	 	Daniel Twenge
	Title:	 	Authorized Signatory









			
	 THE BANK OF NOVA SCOTIA,
 as
Lender

		
	By:	 	 /s/ David Mills

	Name:	 	David Mills
	Title:	 	Director









			
	Solely for purposes of Sections 8(a)(ii), 8(d) and 8(e):
	
	 LEHMAN COMMERCIAL PAPER INC.,
 as Exiting
Lender

		
	By:	 	 /s/ Authorized Signatory

	Name:	 	 Authorized Signatory

	Title:	 	









			
	 ACKNOWLEDGED AND AGREED:
  
 OFFSHORE ENERGY I LLC

		
	By:	 	 /s/ Thomas F. Getten

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

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

	Name:	 	Thomas F. Getten
	Title:	 	Authorized Representative
	
	GULF OF MEXICO OIL AND GAS PROPERTIES LLC
		
	By:	 	 /s/ Thomas F. Getten

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

	Name:	 	Thomas F. Getten
	Title:	 	Authorized Representative








 ANNEX I 
  

	I.	REVOLVING LOAN LENDERS 

  

									
	 	  	Revolving Loan
Percentage Share	 	 	Revolving Loan
Commitment
	Lending Office for ABR Loans:	  			 		
			
	Toronto Dominion (Texas) LLC	  	10.00000000	%	 	$	50,000,000
	 31 West 52nd Street,
20th Floor
	  			 		
	 New York, New York 10019
	  			 		
	 Tel:
	 	 (212) 827-7600
	  			 		
	 Fax:
	 	 (212) 827-7227
	  			 		
	 Attn:
	 	 Rose Warren
	  			 		
	  
 (with a copy
to:
	  			 		
	 909 Fannin, Suite 1700
	  			 		
	 Houston, Texas 77010
	  			 		
	 Tel:
	 	 (713) 653-8211
	  			 		
	 Fax:
	 	 (713) 652-2647
	  			 		
	 Attn:
	 	 Martin Snyder)
	  			 		
			
	BMO Capital Markets Financing, Inc.	  	9.00000000	%	 	$	45,000,000
	f/k/a Harris Nesbitt Financing, Inc.	  			 		
	 115 S. LaSalle
	  			 		
	 Chicago, IL 60603
	  			 		
	 Tel:
	 	 (713) 223-4400
	  			 		
	 Fax:
	 	 (713) 223-4007
	  			 		
	 Attn:
	 	 Jim Ducote
	  			 		
			
	Fortis Capital Corp.	  	9.00000000	%	 	$	45,000,000
	 15455 North Dallas Parkway, Suite 1400
	  			 		
	 Addison, Texas 75001
	  			 		
	 Tel:
	 	 (214) 953-9311
	  			 		
	 Fax:
	 	 (214) 754-5982
	  			 		
	 Attn:
	 	 David Montgomery
	  			 		
			
	Natixis	  	9.00000000	%	 	$	45,000,000
	 333 Clay Street, Suite 4340
	  			 		
	 Houston, Texas 77002
	  			 		
	 Tel:
	 	 (713) 759-9401
	  			 		
	 Fax:
	 	 (713) 571-6167
	  			 		
	 Attn:
	 	 Tanya McAllister
	  			 		
			
	BNP Paribas	  	7.10000000	%	 	$	35,500,000
	 1200 Smith Street, Suite 3100
	  			 		
	 Houston, Texas 77002
	  			 		
	 Tel:
	 	 (713) 982-1172
	  			 		
	 Fax:
	 	 (713) 659-5915
	  			 		
	 Attn:
	 	 Russell Otts
	  			 		

  

 Annex I - 1 








									
	 	  	Revolving Loan
Percentage Share	 	 	Revolving Loan
Commitment
	GE Business Financial Services, Inc.	  	7.00000000	%	 	$	35,000,000
	f/k/a Merrill Lynch Business Financial Services, Inc.	  			 		
	 General Electric Capital Corporation
	  			 		
	 Corporate Financial Services
	  			 		
	 201 Merritt 7, P.O. Box 5201
	  			 		
	 Norwalk, Connecticut 06856-5201
	  			 		
	 Tel:
	 	 (203) 229-5770
	  			 		
	 Fax:
	 	 (203) 2295788
	  			 		
	 Attn:
	 	 Jackie Moales
	  			 		
			
	Royal Bank of Canada	  	7.00000000	%	 	$	35,000,000
	 One Liberty Plaza, 3rd Floor

	  			 		
	 New York, New York 10006
	  			 		
	 Tel:
	 	 (212) 428-6332
	  			 		
	 Fax:
	 	 (212) 428-2372
	  			 		
	 Attn:
	 	 Compton Singh
	  			 		
	  
 (with a copy
to:
	  			 		
	 5700 Williams Tower
	  			 		
	 2800 Post Oak Boulevard
	  			 		
	 Houston, Texas 77056
	  			 		
	 Tel:
	 	 (713) 403-5662
	  			 		
	 Fax:
	 	 (713) 403-5624
	  			 		
	 Attn:
	 	 Lorne Gartner)
	  			 		
			
	Guaranty Bank, FSB	  	6.40000000	%	 	$	32,000,000
	 8333 Douglas Avenue
	  			 		
	 Dallas, Texas 75225
	  			 		
	 Tel:
	 	 (214) 360-3414
	  			 		
	 Fax:
	 	 (214) 360-3460
	  			 		
	 Attn:
	 	 Chris Parada
	  			 		
			
	ING Capital LLC	  	5.00000000	%	 	$	25,000,000
	 1325 Avenue of Americas
	  			 		
	 New York, New York 10019
	  			 		
	 Tel:
	 	 (646) 424-8238
	  			 		
	 Fax:
	 	 (646) 424-8256
	  			 		
	 Attn:
	 	 Sue Mack
	  			 		

  

 Annex I - 2 








									
	 	  	Revolving Loan
Percentage Share	 	 	Revolving Loan
Commitment
	Amegy Bank National Association	  	4.50000000	%	 	$	22,500,000
	 4400 Post Oak Parkway #404
	  			 		
	 Houston, Texas 77027
	  			 		
	 Tel:
	 	 (713) 232-2026
	  			 		
	 Fax:
	 	 (713) 561-0345
	  			 		
	 Attn:
	 	 Bryan Chapman
	  			 		
			
	Bank of Scotland	  	4.50000000	%	 	$	22,500,000
	 565 Fifth Avenue
	  			 		
	 New York, New York 10017
	  			 		
	 Tel:
	 	 (212) 450-0877
	  			 		
	 Fax:
	 	 (212) 479-2806
	  			 		
	 Attn:
	 	 Karen Weich
	  			 		
			
	SunTrust Bank	  	4.50000000	%	 	$	22,500,000
	 303 Peachtree Street
	  			 		
	 Atlanta, Georgia 30308
	  			 		
	 Tel:
	 	 (404) 588-8660
	  			 		
	 Fax:
	 	 (404) 827-6270
	  			 		
	 Attn:
	 	 Jim Warren
	  			 		
			
	Bank of America, N.A.	  	4.50000000	%	 	$	22,500,000
	 901 Main Street
	  			 		
	 Dallas, Texas 75202
	  			 		
	 Tel:
	 	 (415) 436-4777 ext. 8543
	  			 		
	 Fax:
	 	 (972) 728-9178
	  			 		
	 Attn:
	 	 Suman Bhatti
	  			 		
			
	Morgan Stanley Bank	  	4.50000000	%	 	$	22,500,000
	 One Pierrepont Plaza, 7th Floor
	  			 		
	 300 Cadman Plaza West
	  			 		
	 Brooklyn, New York 11201
	  			 		
	 Tel:
	 	 (718) 754-7285
	  			 		
	 Fax:
	 	 (718) 754-7250
	  			 		
	 Attn:
	 	 Edward Henley
	  			 		
	  
 (for purposes of loan
administration, send notices
	  			 		
	 to:
	 		  			 		
	 Fax:
	 	 (718) 233-2140
	  			 		
	 Attn:
	 	 MSLOANSERVICING)
	  			 		
			
	The Bank of Nova Scotia	  	4.00000000	%	 	$	20,000,000
	 720 King Street W, 2nd Floor
	  			 		
	 Toronto, ON M5V 2T3
	  			 		
	 Tel:
	 	 (212) 225-5705
	  			 		
	 Fax:
	 	 (212) 225-5709
	  			 		
	 Attn:
	 	 Ivica Anastasov
	  			 		

  

 Annex I - 3 








									
	 	  	Revolving Loan
Percentage Share	 	 	Revolving Loan
Commitment
	Société Générale	  	4.00000000	%	 	$	20,000,000
	 1221 Avenue of the Americas
	  			 		
	 New York, New York 10020
	  			 		
	 Tel:
	 	 (212) 278-6164
	  			 		
	 Fax:
	 	 (212) 278-7343
	  			 		
	 Attn:
	 	 Tina Chen
	  			 		
	  
 (for credit purposes only,
notice address is:
	  			 		
	 1111 Bagby, Suite 2020
	  			 		
	 Houston, Texas 77002
	  			 		
	 Tel:
	 	 (713) 759-6312
	  			 		
	 Fax:
	 	 (713) 650-0824
	  			 		
	 Attn:
	 	 Stephen Warfel)
	  			 		
			
	 TOTAL
	  	100	%	 	$	500,000,000
			
	Lending Office for Eurodollar Loans:	  			 		
	 Same.
	  			 		

  

 Annex I - 4 







 ANNEX II 
 EXHIBIT H 
 FORM OF 
 REVOLVING LOAN LENDER CERTIFICATE 
 Reference is made to 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, and as further amended by that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of July 24, 2008 (as so amended, and as
from time to time amended, supplemented, restated or otherwise modified, including pursuant to this Amendment, the “Credit Agreement”). Terms used, but not otherwise defined herein, shall have the same meanings herein as in the
Credit Agreement. 
 This Revolving Loan Lender Certificate is being delivered pursuant to Section 2.14(b) of the Credit Agreement.

 [Language for existing Revolving Loan Lender] 
 [Please
be advised that the undersigned has agreed (a) to increase its Revolving Loan Commitment under the Credit Agreement effective as of
                     from
$                     to
$                     and (b) that it shall continue to be a Revolving Loan Lender party in all respects to the Credit Agreement and the
other Loan Documents to which the Revolving Loan Lenders are party.] 
 [Language for additional Revolving Loan Lender] 
 [Please be advised that the undersigned has agreed (a) to become a Revolving Loan Lender under the Credit Agreement effective as of
                     with a Revolving Loan Commitment of
$                     and (b) that it shall be deemed to be a Revolving Loan Lender party in all respects to the Credit Agreement and the
other Loan Documents to which the Revolving Loan Lenders are party. 
 The undersigned hereby (i) confirms that it has received a copy of the Credit
Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance
upon the Agent, any Issuer or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement;
(iii) represents and warrants that its name set forth herein is its legal name; (iv) appoints and 

  

 Annex II - 1 







 
authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the
Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (vi) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are
required to be performed by it as a Revolving Loan Lender. 
 The undersigned hereby advises each of the Lender Parties that its address for notices shall be
as set forth below its name on Annex I hereto. [attach Annex I]] 
  

 Annex II - 2 








			
	Very truly yours,
	
	[REVOLVING LOAN LENDER]
		
	By:	 	  

	Name:	 	
	Title:	 	


 [Language for Borrower] 
 [The undersigned,                    , does hereby certify that he is the duly elected, qualified, and acting
                     of the Borrower, and that before and after giving effect to such increase of the Revolving Loan Commitments, (i) the
representations and warranties contained in Article V of the Credit Agreement are true and correct on and as of the date hereof, (ii) no Default or Event of Default exists, and (iii) no Borrowing Base Deficiency exists.] 
  

			
	W&T OFFSHORE, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	


  

 Annex II - 3