Exhibit 10.1
SECOND AMENDMENT TO FIFTH AMENDED
AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (herein
called this "Amendment"), dated effective as of May 8, 2015 (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 "Administrative 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 Administrative Agent, the Issuers and
the other parties thereto have heretofore executed that certain Fifth Amended
and Restated Credit Agreement, dated as of November 8, 2013 (as amended by that
certain First Amendment to Fifth Amended and Restated Credit Agreement dated
effective as of April 23, 2015 and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Credit Agreement"); and
WHEREAS, the 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.
(a) Amendment of Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by inserting the following defined term in alphabetical order:
"Intercreditor Agreement" means that certain Intercreditor Agreement by and
between the Administrative Agent, as Priority Lien Agent (as defined therein),
and Morgan Stanley Senior Funding, Inc., as Second Lien Collateral Trustee (as
defined therein), dated as of May 11, 2015.
(b) Amendment of Section 4.2. Section 4.2 of the Credit Agreement is hereby
amended by adding the following Section 4.2(f) to the end of such Section 4.2:
"(f) The Administrative Agent shall have received a certificate signed by an
officer of the Borrower certifying that (i) the Loan(s) to be made, Letter(s) of
Credit to be issued, or both, constitute Priority Lien Obligations (as such term
is defined in the Intercreditor Agreement) and (ii) after giving effect to such
Loan(s) to be made, Letter(s) of Credit to be issued, or both, the Priority Lien
Debt does not exceed the Priority Lien Cap (as such terms are defined in the
Intercreditor Agreement)."
(c) Amendment of Article 9. Article 9 of the Credit Agreement is hereby amended
by adding the following Section 9.12 to the end of such Article 9:
"Section 9.12 Intercreditor Agreement. Each Lender, each Issuer and each other
Lender Party hereunder hereby (i) instructs and authorizes the Administrative
Agent to execute and deliver the Intercreditor Agreement on its behalf,
(ii) authorizes and directs the Administrative