EX-10.2


 Exhibit 10.2 

EXECUTION VERSION 

PRIORITY CONFIRMATION JOINDER 

Reference is made to the Intercreditor Agreement, dated as of May 11, 2015 (as amended, supplemented, amended and restated or otherwise
modified and in effect from time to time, the “Intercreditor Agreement”) between TORONTO DOMINION (TEXAS), LLC, as Priority Lien Agent for the Priority Lien Secured Parties (as defined therein), Morgan Stanley Senior Funding, Inc.,
as Second Lien Collateral Trustee for the Second Lien Secured Parties (as defined therein) and Wilmington Trust, National Association, as Third Lien Collateral Trustee for the Third Lien Secured Parties (as defined therein). 

Capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Intercreditor Agreement. This Priority
Confirmation Joinder is being executed and delivered pursuant to Section 4.04(a) of the Intercreditor Agreement as a condition precedent to the debt for which the undersigned is acting as representative being entitled to
the rights and obligations of being Priority Lien Obligations under the Intercreditor Agreement. 
 1. Joinder. The undersigned,
Cortland Capital Market Services LLC (the “New Representative”) as administrative agent and collateral agent under that certain 1.5 Lien Term Loan Credit Agreement, dated as of September 7, 2016, by and among the New Representative,
W&T Offshore, Inc., as Borrower, and the various financial institutions and other persons from time to time parties thereto, as lenders hereby: 

(a) represents that the New Representative has been authorized to become a party to the Intercreditor Agreement on behalf of the Priority Lien
Secured Parties under a Priority Substitute Credit Facility as a Priority Lien Agent under a Priority Substitute Credit Facility under the Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to be bound by the terms
of the Intercreditor Agreement as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof; and 

(b) agrees that its address for receiving notices pursuant to the Intercreditor Agreement shall be as follows: 

Cortland Capital Market Services LLC 

225 West Washington Street, 21st Floor 

Chicago, Illinois 60606 

Attention: Ryan Morick and Legal Department 

Email: Ryan.morick@cortlandglobal.com and legal@cortlandglobal.com 

(c) agrees that the Original Priority Lien Agent shall be the Priority Lien Agent for all purposes under the Intercreditor Agreement until
written notice is delivered by the New Representative and the Original Priority Lien Agent to the Second Lien Collateral Trustee and the Third Lien Collateral Trustee that (a) the Discharge of Priority Lien Obligations (with respect to the Fifth
Amended and Restated Credit Agreement, dated as of November 8, 2013, among W&T as borrower, the Original Priority Lien Agent, the lenders party thereto from time to time and the other agents named therein and the Loan Documents (as defined
therein), in each case, as 






 
amended, restated, adjusted, waived, renewed, extended, supplemented or otherwise modified from time to time) has occurred or (b) the Original Priority Lien Agent shall have resigned in its
capacity as Priority Lien Agent under the Intercreditor Agreement, and in each case, effective as of the date of such notice, the New Representative shall be the “Priority Lien Agent” for all purposes under the Intercreditor Agreement.

 2. Priority Confirmation. 

The undersigned New Representative, on behalf of itself and each Priority Lien Secured Party for which the undersigned is acting as
administrative agent and collateral agent hereby agrees, for the benefit of all Secured Parties and each future Secured Debt Representative, and as a condition to being treated as Priority Lien Obligations under the Intercreditor Agreement, that the
New Representative is bound by the provisions of the Intercreditor Agreement, including the provisions relating to the ranking of Priority Liens. 

3. Full Force and Effect of Intercreditor Agreement. Except as expressly supplemented hereby, the Intercreditor Agreement shall
remain in full force and effect. 
 4. Governing Law and Miscellaneous Provisions. The provisions of
Article IX of the Intercreditor Agreement will apply with like effect to this Priority Confirmation Joinder. 
 5.
Expenses. W&T agree to reimburse each Secured Debt Representative for its reasonable out of pocket expenses in connection with this Priority Confirmation Joinder, including the reasonable fees, other charges and disbursements of
counsel. 






 IN WITNESS WHEREOF, the parties hereto have caused this Priority Confirmation Joinder to be
executed by their respective officers or representatives as of September 7, 2016. 
  

			
	CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and 1.5 Lien Collateral Agent
		
	By:	 	 /s/ Emily Ergang Pappas

		
	Name:	 	Emily Ergang Pappas
		
	Title:	 	Associate Counsel


 The Priority Lien Agent hereby acknowledges receipt of this Priority Confirmation Joinder and agrees to act as Priority
Lien Agent for the New Representative and the holders of the Obligations represented thereby: 
  

			
	TORONTO DOMINION (TEXAS) LLC
	as Priority Lien Agent
		
	By:	 	 /s/ Martin T. Snyder

		
	Name:	 	Martin T. Snyder
		
	Title:	 	Vice President


 The Second Lien Collateral Trustee hereby acknowledges receipt of this Priority Confirmation Joinder: 

 

			
	MORGAN STANLEY SENIOR FUNDING, INC.
	as Second Lien Collateral Trustee
		
	By:	 	 /s/ William Graham

		
	Name:	 	William Graham
		
	Title:	 	Authorized Signatory
	
	Acknowledged and Agreed to by:
	
	W&T Offshore, Inc., as Borrower
		
	By:	 	 /s/ John D. Gibbons

		
	Name:	 	John D. Gibbons
		
	Title:	 	Senior Vice President and Chief Financial Officer