REGISTRATION RIGHTS AGREEMENT BY AND AMONG W&T OFFSHORE, INC. AND THE INITIAL HOLDERS NAMED ON SCHEDULE A TO EACH SIGNATURE PAGE HERETORegistration Rights Agreement • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 7, 2016, by and among W&T Offshore, Inc., a Texas corporation (the “Company”), and each of the Persons set forth on Schedule A to each signature page to this Agreement (each, an “Initial Holder” and collectively, the “Initial Holders”).
W&T OFFSHORE, INC. AND EACH OF THE GUARANTORS PARTY HERETO 9.00% / 10.75% SENIOR SECOND LIEN PIK TOGGLE NOTES DUE 2020 INDENTURE Dated as of September 7, 2016 Wilmington Trust, National Association TrusteeIndenture • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas • New York
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 7, 2016 (the “Effective Date”), is by and among W&T Offshore, Inc., a Texas corporation (the “Company”), the Guarantors (as defined in the Indenture below) from time to time party hereto, and Wilmington Trust, National Association, a national banking association, as successor trustee (the “Trustee”).
PRIORITY CONFIRMATION JOINDERPriority Confirmation Joinder • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas
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).
PRIORITY CONFIRMATION JOINDERPriority Confirmation Joinder • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas
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).
PRIORITY CONFIRMATION JOINDERPriority Confirmation Joinder • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas
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).
1.5 LIEN TERM LOAN CREDIT AGREEMENT W&T OFFSHORE, INC., as the Borrower and CORTLAND CAPITAL MARKET SERVICES LLC as Administrative Agent and 1.5 Lien Collateral Agent and VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS FROM TIME TO TIME PARTIES...Term Loan Credit Agreement • September 13th, 2016 • W&t Offshore Inc • Crude petroleum & natural gas • New York
THIS 1.5 LIEN TERM LOAN CREDIT AGREEMENT (this “Agreement”) is made as of September 7, 2016, by and among W&T Offshore, Inc. (herein called the “Borrower”), a Texas corporation and successor-by-reincorporation to W&T Offshore, Inc., a Nevada corporation, the various financial institutions and other persons from time to time parties hereto, as lenders (collectively, the “Lenders”) and Cortland Capital Market Services LLC as agent for the Lenders (herein called the “Administrative Agent” and the “1.5 Lien Collateral Agent”).
