Common use of Additional Indebtedness Clause in Contracts

Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”)agreements, and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the any Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified). The Lenders and Lenders, each of the L/C Issuers and the other Secured Parties hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In connection (a) Upon written notice to the Administrative Agent, Borrowers may from time to time request, prior to the Revolving Commitment Termination Date, an increase in the existing Revolving Commitments (the “Increased Commitments”) or to establish a new term loan Credit Facility (the “Incremental Term Loan Commitments” and, together with the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the BorrowerIncremental Revolving Commitments, the Administrative Agent “Incremental Facilities”); provided that the amount of such Incremental Facilities shall be determined by Borrowers and shall not exceed $500,000,000 in the aggregate for all Incremental Facilities (including the “Available Incremental Amount”); provided that any such request for Incremental Facilities shall be in its capacity as “collateral agent” under a minimum amount of $10,000,000. (b) Each such notice shall specify (i) the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements date (each, an “Intercreditor Increased Amount Date”) on which Borrowers propose that the Increased Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent (unless the Administrative Agent otherwise agrees to a shorter period) and (ii) the identity of each Lender or other Person (which shall be an Eligible Assignee) (each, an “Increased Commitment Lender” or “Incremental Term Loan Lender,” as applicable) to whom Borrowers propose any portion of such Increased Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (and whether any such Increased Commitment Lender or its Affiliates will become an Issuing Bank and, if so, the amount of each such Person’s Lender Sublimit); provided that any existing Lender approached to provide all or a portion of the Increased Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide such commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement Supplement”or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. (c) The Administrative Agent shall promptly notify Borrowers and the existing Lenders of (x) the Increased Commitments and the Increased Commitment Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.22. Each Increased Commitment Lender and Incremental Term Loan Lender shall be subject to the provisions of Section 2.18. (d) On any Increased Amount Date on which Increased Commitments are made effective or available, subject to the satisfaction of the terms and conditions in this Section 2.22, each of the existing Lenders shall assign to each of the Increased Commitment Lenders, and each of the Increased Commitment Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and any amendmentspurchases, such Revolving Loans and unused Revolving Commitments will be held by existing Lenders and such Increased Commitment Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Increased Commitments to the Revolving Commitments, (i) each Increased Commitment shall be deemed for all purposes a Revolving Commitment and each Incremental Revolving Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (ii) each Increased Commitment Lender shall become a Lender with respect to the Increased Commitment and all matters relating thereto. The Increased Commitments shall become Revolving Commitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments and restatementsto the other Credit Documents. Such amendment may, restatements or waivers without the consent of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewithLender, effect such amendments to this Agreement and the other Credit Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. (e) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Term Loan Lenders providing such Incremental Term Loans (and including the terms and conditions in this Section 2.22), each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (i) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. (f) The terms and provisions of the Incremental Facilities shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Credit Documents, executed by the Borrowers, the applicable Increased Commitment Lenders and Incremental Term Loan Lenders providing such Increased Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii)) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrowers and the other Credit Parties than those applicable to any other Credit Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each other Credit Facility at the time of incurrence of such Incremental Facility, (2) shall also apply to each other Credit Facility at the time of incurrence of such Incremental Facility (which such application shall not require the consent of the Lenders or the Administrative Agent if so reasonably determined by the BorrowerBorrowers) or (3) in the case of Incremental Term Facilities, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of any such Incremental Term Facility shall be no shorter than 75% of the remaining time to maturity date of the Revolving Loans, (B) the applicable Maturity Date for any such Increased Commitments shall be no shorter than the Latest Maturity Date for all Revolving Loans at the time of incurrence of such Incremental Facility, (C) any Increased Commitments (and the Revolving Loans made thereunder) shall have the same terms as the existing Revolving Commitments and (D) each Incremental Facility shall be secured by a pari passu or junior lien on the Collateral securing the Revolving Credit Facility pursuant to documents substantially in the form of the Collateral Documents in place on the Closing Date, with such changes necessary to reflect the junior status of any junior liens. (g) Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, the Borrowers and the lenders providing the relevant Incremental Facility, to effect the provisions of this Section 2.22 (including, in the case of any Incremental Term Loans, to provide for additional mandatory prepayments not already included herein and debt buyback provisions on customary terms). (h) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (x) reaffirmation agreements of the Credit Parties which reaffirm the guaranty and Liens provided pursuant to the Credit Documents and (y) a certificate of each Credit Party dated as of the Increased Amount Date signed by an Authorized Representative of such consent not Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase and (ii) in the case of Borrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Section 4 and the other Credit Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be unreasonably withheld or delayed)true and correct in all respects) on and as of the Increased Amount Date, except to be necessary or reasonably desirable for any Lien on the Collateral permitted extent that such representations and warranties specifically refer to secure an earlier date, in which case they are true and correct as of such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, earlier date; provided that to the extent such priority is Incremental Facility will be used concurrently with the initial provision of such Incremental Facility to finance any Investment permitted by the Loan Documents) pursuant to Section 6.5(j), the Collateral Document being so amendedsuch representations and warranties shall be limited to customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrowers or relevant Affiliates thereof not to consummate the transactions contemplated thereby, amended (B) no Event of Default (except in the case of any Incremental Facility that will be used concurrently with the initial provision of such Incremental Facility to finance any Investment permitted pursuant to Section 6.5(i), in which case no Event of Default shall exist at the time of entering into a binding agreement in respect of such Investment) exists at such time and restated, restated, waived, supplemented no Default or Event of Default would exist after giving effect thereto and (C) Borrowers are in compliance with the financial covenants set forth in Section 6.6 (treating any such increase in the form of Increased Commitments as fully drawn for this purpose). The Borrowers shall deliver or cause to be delivered legal opinions which are similar to those delivered on the Closing Date pursuant to Section 3.1(f) (or otherwise modified. The Lenders in form and substance reasonably satisfactory to the Administrative Agent) and any other documents, in each of the L/C Issuers hereby authorize case as reasonably requested by the Administrative Agent to take any action contemplated by the preceding sentence, and in connection with any such amendment, amendment and restatement, restatement, waiver of transaction. (i) This Section 2.22 shall supersede any provisions in Section 2.15 or supplement 10.5 to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01contrary.

Additional Indebtedness. In connection with the incurrence by the Borrower Company or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the BorrowerBorrower Representative, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the BorrowerBorrower Representative, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the BorrowerBorrower Representative, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In connection with the incurrence by the Borrower any Loan Party or any Subsidiary thereof of its Restricted Subsidiaries of additional Indebtedness any Priority Lien Obligations, Parity Lien Obligations or Junior Lien Obligations permitted to be secured by a incurred pursuant to the terms hereof and of any other then outstanding Priority Lien on any Collateral permitted by Section 7.01 Documents, Parity Lien Documents and Junior Lien Documents, each of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under and the Loan Documents) agrees Collateral Trustee agree to enter into execute and deliver any necessary supplements, joinders or confirmations to the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute Collateral Trust Agreement and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements any Security Document (each, an “Intercreditor Agreement Supplement”including but not limited to any Mortgages and UCC fixture filings), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined deemed by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), Borrower to be necessary or reasonably desirable for any Lien on the Collateral assets of any Loan Party permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrowerrelevant Loan Party or Subsidiary, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of modified or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01otherwise.

Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the ABL/Term Loan Intercreditor Agreement, any Junior Priority Intercreditor Agreement and/or an any Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In connection with the incurrence by the Borrower Company or any Subsidiary thereof of its Restricted Subsidiaries of additional Indebtedness any Priority Lien Obligations or Parity Lien Obligations permitted to be secured incurred pursuant to the terms hereof and of any other then outstanding Priority Lien Documents and Parity Lien Documents, Holders, by their acceptance of a Lien on Note, authorize and direct the Trustee to execute and deliver (and to direct the Collateral Trustee to execute and deliver) any Collateral permitted by Section 7.01 of this Agreementsupplements, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees joinders or confirmations to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute Collateral Trust Agreement and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements any Security Document (each, an “Intercreditor Agreement Supplement”including but not limited to any Mortgages and UCC fixture filings), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined deemed by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), Company to be necessary or reasonably desirable for any Lien on the Collateral assets of the Company or any Subsidiary permitted to secure such additional Indebtedness to become a valid, perfected lien Lien (with such priority as may be designated by the BorrowerCompany, the relevant Guarantor or Subsidiary, to the extent such priority is permitted by the Loan Note Documents) pursuant to the Collateral Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders [Signatures on following page] Dated as of October 18, 2018 W&T OFFSHORE, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Vice President, Acting Chief Financial Officer and each Chief Accounting Officer W&T ENERGY VI, LLC W&T ENERGY VII, LLC By: W&T Offshore, Inc., its sole member By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President, General Counsel and Corporate Secretary WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President No. $[_______________] promises to pay to or registered assigns, the principal sum of DOLLARS on November 1, 2023. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: , 2018 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. W&T OFFSHORE, INC. By: Name: Title: This is one of the L/C Issuers hereby authorize 9.75% Senior Second Lien Notes due 2023 referred to in the Administrative Agent within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the Global Note Legend, if applicable pursuant to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01the Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (E) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Additional Indebtedness. In connection with No Borrower and no Subsidiary of any Borrower shall directly or indirectly incur, create, assume or suffer to exist any Indebtedness other than: (a) the incurrence Obligations; (b) unsecured Indebtedness in the ordinary course of business under Rate Management Transactions, in each case in form and substance reasonably satisfactory to the Agent; (c) Indebtedness of any Borrower to any other Borrower; provided, that if and to the extent any of such Indebtedness is evidenced by the Borrower a promissory note or any other instrument, such note or other instrument shall be endorsed and delivered to the Agent as additional Collateral; (d) Indebtedness described on Schedule B, Part 8.3 and any refinancing of its Restricted Subsidiaries such Indebtedness, so long as the aggregate principal amount of additional the Indebtedness so refinanced shall not be increased and the refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced; (e) Indebtedness secured by a Lien purchase money Liens on equipment in an outstanding principal amount not exceeding at any Collateral permitted by Section 7.01 time (when added to the aggregate imputed amount of this Agreement, at the request all then outstanding capital leases of the Borrower, Borrowers and their respective Subsidiaries pursuant to clause (g) below) $15,000,000 in the Administrative Agent aggregate for all of the Credit Parties combined (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements (each, an “Intercreditor Agreement Supplement”"Purchase Money Liens"), so long as (i) each Purchase Money Lien shall attach only to the property to be acquired, (ii) a description shall have been furnished to the Agent for any item of equipment for which the purchase price is greater than $500,000 and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, (iii) the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent Indebtedness incurred shall not exceed one hundred percent (100%) of the Administrative Agent purchase price of the item or items of equipment purchased; (f) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.5; (g) Indebtedness consisting of obligations under capital leases in an outstanding principal amount not exceeding at any time (when added to the aggregate imputed amount of all then outstanding Indebtedness secured by Purchase Money Liens of the Borrowers and their respective Subsidiaries pursuant to clause (e) above) $15,000,000 in the aggregate for all of the Credit Parties combined; (h) surety bonds and appeal bonds required in the ordinary course of business in an amount not exceeding at any time $3,500,000 in the aggregate for all of the Credit Parties combined; (i) Indebtedness incurred to finance the payment of insurance premiums in an amount not exceeding at any time the aggregate unpaid amount of all such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable premiums at such time for any Lien on all of the Collateral permitted to secure such Credit Parties combined; (j) Unsecured Indebtedness in respect of hedging agreements entered into by Borrowers in the ordinary course of business; and (k) additional Indebtedness in an aggregate principal amount (when added to become a valid, perfected lien (with such priority as may be designated all then outstanding Indebtedness secured by the Borrower, to the extent such priority is permitted by the Loan DocumentsPurchase Money Liens and all then outstanding Indebtedness consisting of obligations under capital leases) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each not in excess of the L/C Issuers hereby authorize the Administrative Agent to take $40,000,000 at any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01time outstanding.

Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries Subsidiary of additional Indebtedness permitted by Section 8.1(a)(ii), (b) or (c) of this Agreement to be secured by a Lien on any Collateral permitted by Section 7.01 8.2(s) of this Agreementany Collateral, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees (a) to enter into the execute and deliver an Intercreditor Agreement and/or or an Other Intercreditor AgreementAgreement (as applicable), (b) to act as collateral agent under such Intercreditor Agreement or Other Intercreditor Agreement (as applicable) on behalf of the Secured Parties hereunder, and execute solely with respect to, and deliver any amendmentsto the extent necessary for, amendments and restatementsthe perfection of Collateral requiring perfection by possession or control, restatements to possess or waivers control such Collateral on behalf of or supplements to or other modifications to Secured Parties (as defined in such agreements (each, an “Intercreditor Agreement Supplement”or Other Intercreditor Agreement (as applicable), ) to the extent provided for therein and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and (c) to make or consent to any filings or take any other actions in connection therewith, in each case, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayedwithheld), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In connection with the incurrence by the Borrower Company or any Subsidiary thereof of its Restricted Subsidiaries of additional Indebtedness any Priority Lien Obligations, Second Lien Obligations or Third Lien Obligations permitted to be secured incurred pursuant to the terms hereof and of any other then outstanding Priority Lien Documents, Second Lien Documents and Third Lien Documents, Holders, by their acceptance of a Lien on Note, authorize and direct the Trustee to execute and deliver (and to direct the Collateral Trustee to execute and deliver) any Collateral permitted by Section 7.01 of this Agreementsupplements, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees joinders or confirmations to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute Collateral Trust Agreement and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements any Security Document (each, an “Intercreditor Agreement Supplement”including but not limited to any Mortgages and UCC fixture filings), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined deemed by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), Company to be necessary or reasonably desirable for any Lien on the Collateral assets of the Company or any Subsidiary permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the BorrowerCompany, the relevant Guarantor or Subsidiary, to the extent such priority is permitted by the Loan Note Documents) pursuant to the Collateral Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modifiedmodified or otherwise. The Lenders Dated as of September 7, 2016 W&T OFFSHORE, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and each Chief Financial Officer W&T ENERGY VI, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Representative W&T ENERGY VII, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Representative WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President No. $[ ] promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on June 15, 2021, provided that, if on or prior to February 28, 2019, the Existing Senior Unsecured Notes have not been extended, renewed, refunded, defeased, discharged, replaced or refinanced in whole with Indebtedness maturing after June 15, 2021, such amount will be paid on February 28, 2019. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 Dated: [●], 2016 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. W&T OFFSHORE, INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer This is one of the L/C Issuers hereby authorize 8.50% / 10.00% Senior Third Lien PIK Toggle Notes due 2021 referred to in the Administrative Agent within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the Global Note Legend, if applicable pursuant to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01the Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]] THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) FOR U.S. FEDERAL INCOME TAX PURPOSES. UPON WRITTEN REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ OF THE COMPANY AT ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Additional Indebtedness. In connection with the incurrence by the Borrower or any of its Restricted Subsidiaries Subsidiary of additional Indebtedness permitted by Section 8.1(a)(ii), (b) or (c) of this Agreement to be secured by a Lien on any Collateral permitted by Section 7.01 8.2(s) of this Agreementany Collateral, at the request of the Borrower▇▇▇▇▇▇▇▇, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees (a) to enter into the execute and deliver an Intercreditor Agreement and/or or an Other Intercreditor AgreementAgreement (as applicable), (b) to act as collateral agent under such Intercreditor Agreement or Other Intercreditor Agreement (as applicable) on behalf of the Secured Parties hereunder, and execute solely with respect to, and deliver any amendmentsto the extent necessary for, amendments and restatementsthe perfection of Collateral requiring perfection by possession or control, restatements to possess or waivers control such Collateral on behalf of or supplements to or other modifications to Secured Parties (as defined in such agreements (each, an “Intercreditor Agreement Supplement”or Other Intercreditor Agreement (as applicable), ) to the extent provided for therein and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and (c) to make or consent to any filings or take any other actions in connection therewith, in each case, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayedwithheld), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.

Additional Indebtedness. In This Mortgage may secure any additional indebtedness, whether direct, indirect, existing, future, contingent, or otherwise, up to a maximum additional amount of $2,000,000.00 in addition to the initial amount, which additional indebtedness may include additional loans granted by agreement of Mortgagors and Mortgagee, as well as curative advances permitted by this Mortgage, and other costs incurred by Mortgagee in connection with the incurrence by protection and preservation of the Borrower or any of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 Mortgaged Property. The lien of this AgreementMortgage, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications with respect to such agreements (eachadditional indebtedness, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent shall be superior to any filings liens or take encumbrances of any other actions in connection therewithkind created after recordation of this Mortgage, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, even to the extent of sums advanced by the Mortgagee or a Purchaser with actual or constructive notice of a subsequently created lien, except as otherwise provided in KRS 382.520. It shall be a default under this Mortgage if Mortgagors request a release, in the manner provided by KRS 382.520, of any portion of the lien securing any of the additional indebtedness secured by this Mortgage prior to the date that all of the Obligations have been paid and the Transaction Documents have been terminated, and Mortgagors hereby waive any and all right to request such priority is a release to the maximum extent permitted by the Loan Documents) pursuant law. This Section shall serve as a notice to any subsequent holder of a lien, encumbrance, security title or other claim in and to the Collateral Document being so amendedMortgaged Property, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize Mortgaged Property, that Mortgagee claims the Administrative Agent priority of the lien of this Mortgage for all such Future Advances, as well as for all other obligations secured hereby. This Section shall also be notice that Mortgagee reserves the right, upon agreement thereto with the Mortgagors, to take any action contemplated by the preceding sentencemodify, extend, consolidate, and renew the said indebtedness, or any such amendmentportions thereof, amendment and restatementthe rate of interest charged thereon, restatement, waiver without affecting the priority of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01lien created by this Mortgage.

Additional Indebtedness. In connection with the incurrence by the Borrower Company or any Subsidiary thereof of its Restricted Subsidiaries of additional Indebtedness any Priority Lien Obligations, Parity Lien Obligations or Junior Lien Obligations permitted to be secured incurred pursuant to the terms hereof and of any other then outstanding Priority Lien Documents, Parity Lien Documents and Junior Lien Documents, Holders, by their acceptance of a Lien on Note, authorize and direct the Trustee to execute and deliver (and to direct the Collateral Trustee to execute and deliver) any Collateral permitted by Section 7.01 of this Agreementsupplements, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees joinders or confirmations to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute Collateral Trust Agreement and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements any Security Document (each, an “Intercreditor Agreement Supplement”including but not limited to any Mortgages and UCC fixture filings), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined deemed by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), Company to be necessary or reasonably desirable for any Lien on the Collateral assets of the Company or any Subsidiary permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the BorrowerCompany, the relevant Guarantor or Subsidiary, to the extent such priority is permitted by the Loan Note Documents) pursuant to the Collateral Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modifiedmodified or otherwise. The Lenders Dated as of September 7, 2016 W&T OFFSHORE, INC. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and each Chief Financial Officer W&T ENERGY VI, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Representative W&T ENERGY VII, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Representative WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Assistant Vice President No. $[ ] promises to pay to [ ] or registered assigns, the principal sum of DOLLARS on May 15, 2020. Interest Payment Dates: May 15 and November 15 Record Dates: May 1 and November 1 Dated: [●], 2016 IN WITNESS HEREOF, the Company has caused this instrument to be duly executed. W&T OFFSHORE, INC. By: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer This is one of the L/C Issuers hereby authorize 9.00% / 10.75% Senior Second Lien PIK Toggle Notes due 2020 referred to in the Administrative Agent within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated: [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [Insert the Global Note Legend, if applicable pursuant to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01the Indenture]] THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT (IF AVAILABLE), (D) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES OF LESS THAN $100,000 AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS NOTE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS. [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]] THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED) FOR U.S. FEDERAL INCOME TAX PURPOSES. UPON WRITTEN REQUEST, THE COMPANY WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE. HOLDERS SHOULD CONTACT ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ OF THE COMPANY AT ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Additional Indebtedness. In connection Borrower shall not, without the prior written consent of Lender, incur any Indebtedness other than Indebtedness to Lender or amounts due to EPC Contractor for work performed under the EPC Agreement paid in the normal course of business provided, however, Lender shall not unreasonably withhold its consent with respect to Indebtedness owed to an Affiliate of Borrower (“Permitted Intercompany Indebtedness”) so long as: (a) the incurrence amount, term, payment frequency, amortization and other provisions relating to such Permitted Intercompany Indebtedness are in form and substance satisfactory to Lender; (b) the Permitted Intercompany Indebtedness is expressly subordinated to the Obligations of Borrower to Lender pursuant to a subordination agreement in form and substance satisfactory to Lender; (c) the Permitted Intercompany Indebtedness is not secured by any real or personal property of Borrower; and (d) the party to whom such Permitted Intercompany Indebtedness is owed: (i) may only accept regularly scheduled payments in the ordinary course of business from Borrower or so long as no Default has occurred and is continuing hereunder an any such payments must be made from amounts available to Borrower at the end of the cash application hierarchy from the Revenue Account set forth in the Cash Application Hierarchy Provisions; and (ii) grants to Lender a Security Interest in all of its Restricted Subsidiaries of additional Indebtedness to be secured by a Lien on any Collateral permitted by Section 7.01 of this Agreement, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications rights against Borrower with respect to such agreements (each, an “Intercreditor Agreement Supplement”), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien on the Collateral permitted to secure such additional Indebtedness to become a valid, perfected lien (with such priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan Documents) pursuant to the Collateral Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01Permitted Intercompany Indebtedness.

Additional Indebtedness. In connection with the incurrence by the Borrower Company or any Subsidiary thereof of its Restricted Subsidiaries of additional Indebtedness any Priority Lien Obligations or Parity Lien Obligations permitted to be secured incurred pursuant to the terms hereof and of any other then outstanding Priority Lien Documents and Parity Lien Documents, Holders, by their acceptance of a Lien on Note, authorize and direct the Trustee to execute and deliver (and to direct the Collateral Trustee to execute and deliver) any Collateral permitted by Section 7.01 of this Agreementsupplements, at the request of the Borrower, the Administrative Agent (including in its capacity as “collateral agent” under the Loan Documents) agrees joinders or confirmations to enter into the Intercreditor Agreement and/or an Other Intercreditor Agreement, and execute Collateral Trust Agreement and deliver any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to such agreements any Security Document (each, an “Intercreditor Agreement Supplement”including but not limited to any Mortgages and UCC fixture filings), and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, the Guaranty or any Collateral Document, and to make or consent to any filings or take any other actions in connection therewith, as may be reasonably determined deemed by the Borrower, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), Company to be necessary or reasonably desirable for any Lien on the Collateral assets of the Company or any Subsidiary permitted to secure such additional Indebtedness to become a valid, perfected lien Lien (with such priority as may be designated by the BorrowerCompany, the relevant Guarantor or Subsidiary, to the extent such priority is permitted by the Loan Note Documents) pursuant to the Collateral Security Document being so amended, amended and restated, restated, waived, supplemented or otherwise modified. The Lenders Dated as of January 27, 2023 W&T OFFSHORE, INC. By: /s/ J▇▇▇▇ ▇▇▇▇ Name: J▇▇▇▇ ▇▇▇▇ Title: Executive Vice President and each of the L/C Issuers hereby authorize the Administrative Agent to take any action contemplated by the preceding sentenceChief Financial Officer W & T ENERGY VI, LLC W & T ENERGY VII, LLC AQUASITION III LLC AQUASITION IV LLC AQUASITION V LLC GREEN HELL LLC SEAQUESTER LLC SEAQUESTRATION LLC By: W&T Offshore, Inc., its sole member By: /s/ J▇▇▇▇ ▇▇▇▇ Name: J▇▇▇▇ ▇▇▇▇ Title: Executive Vice President and any such amendmentChief Financial Officer WILMINGTON TRUST, amendment and restatementNATIONAL ASSOCIATION, restatement, waiver of or supplement to or other modification of any such Loan Document shall be effective notwithstanding the provisions of Section 10.01.as Trustee By: /s/ Q▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: Q▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Assistant Vice President