Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2021, W&T Offshore, Inc. (together with its guarantor subsidiaries, the "Company") entered into a Waiver, Consent to Second Amendment to Intercreditor Agreement and Fifth Amendment to Sixth Amended and Restated Credit Agreement (the "Fifth Amendment") dated as of January 6, 2021, among the Company, certain of its guarantor subsidiaries, Toronto Dominion (Texas) LLC, individually and as administrative agent, and certain of the Company's lenders and other parties thereto (as heretofore amended, the "Credit Agreement"). The Fifth Amendment, which became effective as of January 6, 2021, amends the Sixth Amended and Restated Credit Agreement (the "Fifth Amendment") dated as of October 18, 2018. The Fifth Amendment includes the following changes, among other things, to the Credit Agreement:



  • Reduces the borrowing base under the Credit Agreement from $215.0 million to
    $190.0 million.



  • Amends and waives certain hedging requirements for projected natural gas
    production volumes of the Company to the extent that certain identified
    existing hedge contracts may cause non-compliance with minimum swap
    requirements for hedged volumes for any test date related to any calendar
    quarterly period ended on or before December 31, 2022 and requires that all
    natural gas hedge contracts entered into after December 13, 2020 until the
    December 31, 2022 test date (or such earlier date as provided in the Fifth
    Amendment) shall be in the form of swaps and not collars or puts until swaps
    represent at least 50% of natural gas hedge positions for all months required
    to be hedged by the Credit Agreement.



  • Establishes procedures for the Company to propose additional hedge
    counterparties and directs the administrative agent to enter into hedge
    intercreditor agreements with one or more hedge counterparties from time to
    time.



  • Establishes a customary anti-cash hoarding prepayment requirement in the event
    the cash balances of the Company exceed $25.0 million (subject to customary
    adjustments) at the end of any calendar month.

Under the Fifth Amendment, the lenders under the Credit Agreement have also consented to certain conforming amendments necessitated by the Fifth Amendment proposed to be made to that certain Intercreditor Agreement among Toronto Dominion (Texas) LLC, as Original Priority Lien Agent and Wilmington Trust, National Association, as Second Lien Trustee and as Second Lien Collateral Agent, but have not yet been executed by parties to the Intercreditor Agreement.

As of December 31, 2020, the Company had $80.0 million in borrowings on its revolving credit facility and $4.4 million of letters of credit outstanding under the Credit Agreement.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.



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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 above hereby is incorporated into this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are included as part of this Current Report on Form 8-K:



Exhibit
Number                                   Description

10.1* Fifth Amendment to the Sixth Amended and Restated Credit Agreement,


          dated as of January 6, 2021, by and among W&T Offshore, Inc., Toronto
          Dominion (Texas) LLC, as administrative agent and the various agents and
          lenders and other parties thereto.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.



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