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


 Exhibit 10.1 
 Execution Copy 
 SIXTH AMENDMENT TO THIRD AMENDED 
 AND RESTATED CREDIT AGREEMENT 
 THIS
SIXTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (herein called this “Amendment”), dated effective as of December 18, 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. 
 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, 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 prior to the date hereof, 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) 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-eighths of one percent (0.375%) per annum when the Facility Usage on such day is less than fifty percent (50%) of the
Borrowing Base on such day, 






 (ii) five-eighths of one percent (0.625%) 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) seven-eighths of one percent (0.875%) 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) one percent (1.000%) 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.” 
 (ii) 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 five-eighths percent (1.625%) 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 seven-eighths percent (1.875%) 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) two and one-eighths percent (2.125%) 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 and one-quarter percent (2.250%) 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.” 
  

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 (b) Section 7.6. Section 7.6 of the Credit Agreement is hereby amended and restated in
its entirety as follows: 
 “Section 7.6 Limitation on Distributions; Redemptions and Prepayments of Indebtedness.
No Restricted Person will make any Distribution or will redeem, purchase, retire, prepay, repay or defease any Indebtedness (other than the Obligations) prior to the original maturity thereof, except: 
 (a) Distributions 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, 
 (b) Distributions by Subsidiaries of
Borrower without limitation to Borrower, or 
 (c) (x) the purchase, redemption, acquisition or retirement of common
stock of the Borrower and/or (y) the redemption, purchase, prepayment, repayment or defeasance of all or any portion of the Bonds described in Section 7.1(h), in an aggregate amount not to exceed $100,000,000 from and after
December 18, 2008; 
 provided that no such Distribution, redemption, purchase, acquisition, retirement, prepayment, repayment or
defeasance described in this Section 7.6 (including pursuant to the immediately following proviso) shall be permitted if (i) an Event of Default has occurred and is continuing, (ii) an Event of Default would occur as a result of such
Distribution, redemption, purchase, acquisition, retirement, prepayment, repayment or defeasance, or (iii) a Borrowing Base Deficiency has occurred and is continuing or would result therefrom; provided, further that,
notwithstanding Section 7.6(c) but subject to the immediately preceding proviso, (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) in the principal amount that is required to be repaid or prepaid under the applicable Indenture on each stated, scheduled
date for repayment or prepayment of principal thereunder or (z) with the written consent of the Required Lenders.” 
 2.
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; 
  

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 (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; 
 (d) no Default or Event of Default has occurred and is continuing; and 
 (e) pursuant to that certain W&T Offshore, Inc. Restructuring Agreement dated effective as of January 1, 2008, among the Borrower and the Subsidiary Merger Parties described therein, (i) each of Offshore
Energy I LLC, a Delaware limited liability company (“Offshore Energy I”), Offshore Energy II LLC, a Delaware limited liability company (“Offshore Energy II”), Offshore Energy III LLC, a Delaware limited liability
company (“Offshore Energy III”), Gulf of Mexico Oil and Gas Properties LLC, a Delaware limited liability company (“Oil and Gas LLC”), and Offshore Shelf LLC, a Delaware limited liability company (“Offshore
Shelf LLC”; and together with Offshore Energy I, Offshore Energy II, Offshore Energy III, and Oil and Gas LLC, the “Subsidiary Merger Parties”), has merged with and into the Borrower (the “Mergers”),
(ii) the separate existence of each of the Subsidiary Merger Parties has ceased, (iii) the Borrower is the sole surviving entity of each of the Mergers and is and remains a corporation incorporated under the laws of the State of Texas,
(iv) all of the properties, rights, privileges, powers and franchises of each of the Subsidiary Merger Parties have vested in the Borrower, and (v) all debts, obligations, liabilities and duties of each of the Subsidiary Merger Parties
have been assumed by the Borrower and have become the debts, obligations, liabilities and duties of the Borrower. 
 3. Effectiveness.
This Amendment shall be deemed effective as of the Effective Date when the Agent shall have received counterparts hereof duly executed by the Borrower, the Agent and the Required Lenders. 
 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 (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. Without limiting the foregoing, the Borrower (a) hereby ratifies, assumes, accepts, approves and confirms in every respect all the terms, provisions, conditions and obligations of the Loan
Documents (including, without limitation, all Security Documents) heretofore entered into by a Subsidiary Merger Party or to which any Subsidiary Merger Party is a party, and (b) hereby agrees to promptly deliver, file or record or cause to be
delivered, filed or recorded, any financing statements, continuation statements, extension agreements, modifications to mortgages and other security documents, ratifications, documents, instruments or agreements in form and substance satisfactory to
the Agent, which the Agent reasonably requests in connection with the Mergers (or otherwise to 

  

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evidence or provide notice of the Mergers) for the purpose of perfecting, confirming, ratifying, protecting, preserving or maintaining the Liens or other
rights in the Collateral securing the Obligations. Notwithstanding anything herein to the contrary, it is understood and agreed that the Mergers did not cause or result in a disposition of any Collateral free of any security interests under the
Security Documents. This Amendment is a Loan Document. 
 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. 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. 
 9. 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:	 	John D. Gibbons
	Title:	 	Chief Financial Officer









					
	TORONTO DOMINION (TEXAS) LLC,
	as Agent and Lender
		
	By:	 	/s/ Jackie Barrett
	Name:	 	Jackie Barrett
	Title:	 	Authorized Signatory
	
	 THE TORONTO-DOMINION BANK,
 as
Issuer

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









					
	FORTIS CAPITAL CORP.
	as Issuer and Lender
		
	By:	 	/s/ David Montgomery
	Name:	 	David Montgomery
	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,
	as Lender
		
	By:	 	/s/ Julia R. Franklin
	Name:	 	Julia R. Franklin
	Title:	 	Assistant Vice President









					
	NATIXIS,
	as Lender
		
	By:	 	/s/ Donovan Broussard
	Name:	 	Donovan Broussard
	Title:	 	Managing Director
		
	By:	 	/s/ Liana Tchernysheva
	Name:	 	Liana Tchernysheva
	Title:	 	Director









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

		
	By: 	 	/s/ Randall F. Hornick
	Name:	 	Randall F. Hornick
	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/ Russell Otts
	Name:	 	Russell Otts
	Title:	 	Director
		
	By:	 	/s/ Douglas R. Liftman
	Name:	 	Douglas R. Liftman
	Title:	 	Managing 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/ James M. Warren
	Name:	 	James M. Warren
	Title:	 	Managing Director








  

					
	MORGAN STANLEY BANK,
	as Lender
		
	By:	 	/s/ Melissa James
	Name:	 	Melissa James
	Title:	 	Authorized Signatory









					
	THE BANK OF NOVA SCOTIA,
	as Lender
		
	By:	 	/s/ David G. Mills
	Name:	 	David G. Mills
	Title:	 	Managing Director









					
	RAYMOND JAMES BANK, FSB,
	as Lender
		
	By:	 	/s/ James M. Armstrong
	Name:	 	James M. Armstrong
	Title:	 	Vice President