First Supplemental Indenture, dated as of June 10, 2011


 Exhibit 4.1 
 SUPPLEMENTAL INDENTURE 
 W&T OFFSHORE, INC. 

AND 
 THE
GUARANTORS NAMED HEREIN, 
 AND 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, 
 as Trustee 

 
  

FIRST SUPPLEMENTAL INDENTURE 
 Dated as of June 10, 2011 
 to 

Indenture 
 Dated
as of June 13, 2007 
 8.25% Senior Notes due 2014 






 THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of June 10, 2011, is by and among W&T Offshore, Inc., a Texas corporation (the “Company”), the Guarantors (as defined in the Indenture referred to herein), and Wells Fargo Bank, National Association, as trustee
(the “Trustee”). 
 WHEREAS, the Company, the Guarantors and the Trustee are parties to that certain Indenture
dated as of June 13, 2007 (the “Indenture”), relating to the Company’s 8.25% Senior Notes due 2014 (the “Notes”); 
 WHEREAS, $450,000,000 aggregate principal amount of Notes are currently outstanding; 
 WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer for Notes), the Company, the Guarantors and the Trustee may enter into an indenture supplemental to the Indenture for the purpose of amending or supplementing the Indenture or the Notes (subject to
certain exceptions); 
 WHEREAS, the Company desires and has requested the Trustee to join with it and the Guarantors in
entering into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.02 of the Indenture; 
 WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation Statement dated
May 26, 2011 and the related Consent and Letter of Transmittal included therein (which document, including any amendments, modifications or supplements thereto, constitutes the “Tender Offer”); 

WHEREAS, (1) the Company has received the consent of the Holders of a majority in aggregate principal amount of the outstanding
Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture, (2) the Company
has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company
and the Guarantors have satisfied all other conditions required under Article 9 of the Indenture to enable the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture. 

  
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 NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows: 
 ARTICLE I

 AMENDMENTS TO INDENTURE AND NOTES 
 Section 1.1 Amendments to Articles 3, 4, 5 and 6. The Indenture is hereby amended by deleting the following Sections or clauses of the Indenture and all references and definitions
related thereto in their entirety: 
 Section 3.09 (Offer to Purchase by Application of Excess Proceeds); 

Section 4.03 (Reports), except as required by Sec. 314(a) of the TIA; 

Section 4.04(b) (Compliance Certificate); 
 Section 4.05 (Taxes); 
 Section 4.06 (Stay, Extension and Usury Laws);

 Section 4.07 (Restricted Payments); 
 Section 4.08 (Dividend and Other Payment Restrictions Affecting Subsidiaries); 

Section 4.09 (Incurrence of Indebtedness and Issuance of Preferred Stock); 

Section 4.10 (Asset Sales); 
 Section 4.11 (Transactions with Affiliates); 
 Section 4.12 (Liens);

 Section 4.14 (Offer to Repurchase Upon Change of Control); 

Section 4.15 (Payments for Consent); 
 Section 4.16 (Additional Note Guarantees) 
 Section 4.17 (Designation of
Restricted and Unrestricted Subsidiaries); 
 Clauses (3) and (4) of Section 5.01 (Merger, Consolidation, or Sale
of Assets); and 
 Clauses (5) and (6) Section 6.01 (Events of Default). 

Section 1.2 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the
amendments to the Indenture effected by this Supplemental Indenture. 
 ARTICLE II 

MISCELLANEOUS PROVISIONS 
 Section 2.1 Defined Terms. For all purposes of this Supplemental Indenture, except as otherwise defined or unless the context otherwise requires, terms used in capitalized form in this
Supplemental Indenture and defined in the Indenture have the meanings specified in the Indenture. 
 Section 2.2
Indenture. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that
in the case of conflict the provisions of this Supplemental Indenture shall control. 

  
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 Section 2.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 Section 2.4 Successors. All
agreements of the Company and the Guarantors in this Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. 

Section 2.5 Duplicate Originals. All parties may sign any number of copies of this Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement. It is the express intent of the parties to be bound by the exchange of signatures on this Supplemental Indenture via telecopy or other form of electronic
transmission. 
 Section 2.6 Severability. In case any one or more of the provisions in this Supplemental
Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions shall not in any way be
affected or impaired thereby, it being intended that all of the provisions hereof shall be enforceable to the fullest extent permitted by law. 
 Section 2.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and
limit its liabilities and responsibilities in the performance of the trust created by the Indenture as hereby amended, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with
respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantors, and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee
makes no representations as to the validity or sufficiency of this Supplemental Indenture. 
 Section 2.8
Effectiveness. The provisions of this Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture
shall become operative only upon the purchase by the Company, pursuant to the Tender Offer, of a majority in aggregate principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), with the result
that the amendments to the Indenture effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the occurrence of such
purchase or promptly after the Company shall determine that such purchase will not occur. 

  
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 Section 2.9 Endorsement and Change of Form of Notes. Any Notes
authenticated and delivered after the close of business on the date that this Supplemental Indenture becomes operative in substitution for Notes then outstanding and all Notes presented or delivered to the Trustee on and after that date for such
purpose shall be stamped, imprinted or otherwise legended by the Company, with a notation as follows: 
 “Effective as of June 10,
2011, certain restrictive covenants of the Company and certain Events of Default have been eliminated or limited, as provided in the First Supplemental Indenture, dated as of June 10, 2011. Reference is hereby made to such First Supplemental
Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.” 

Section 2.10 Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction thereof. 
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year written above. 
  

					
		 	Company:
		
		 	W&T OFFSHORE, INC.
		
	By:	 	 /s/ John D. Gibbons

		 	Name: John D. Gibbons
		 	Title: Senior Vice President, Chief Financial Officer and Chief Accounting Officer
		
		 	Guarantors:
		
		 	W&T ENERGY VI, LLC
		
		 	W&T ENERGY VII, LLC
			
		 	By:	 	 /s/ Thomas F. Getten

		 		 	Name: Thomas F. Getten
		 		 	Title: Authorized Representative
		
		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
		 	as Trustee
			
		 	By:	 	 /s/ John C. Stohlmann

		 	Name: John C. Stohlmann
		 	Title: Vice President



  
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