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                                                                    EXHIBIT 10.2

                     FIRST AMENDMENT TO AMENDED AND RESTATED
                                CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein
called this "Amendment"), dated as of December 5, 2000, is entered into by and
among W&T OFFSHORE, INC., a Nevada corporation, as the borrower (the
"Borrower"), the various financial institutions parties hereto, as lenders
(collectively, the "Lenders"), THE TORONTO-DOMINION BANK, as issuer of Letters
of Credit (in such capacity together with any successors thereto, the "Issuer"),
and TORONTO DOMINION (TEXAS), INC., individually and as agent (in such capacity
together with any successors thereto, the "Agent") for the Lenders. 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 and the Agent have heretofore entered
into a certain Amended and Restated Credit Agreement, dated as of February 24,
2000 (the "Credit Agreement"); and

     WHEREAS, the Borrower, the Lenders, the Issuer, and the Agent now desire to
amend the Credit Agreement to provide for, among other things, the issuance of
letters of credit by the Issuer (as defined hereinafter), as hereinafter
provided;

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Borrower, the Lenders, the Issuer, and the Agent hereby
agree as follows:

     1. Amendment of Section 1.1. The definitions of "Available Distribution
Amount", "Calculation Date", "Facility Usage", "Lender Parties", "Loan
Documents", "Percentage Share", "Permitted Tax Distribution", and "Quarterly
Distribution Amount" in Section 1.1 of the Credit Agreement are amended hereby
in their entirety to read as follows:

          ""Available Distribution Amount" means on any date (the "Calculation
     Date") the amount equal to (i) the sum of all Quarterly Distribution
     Amounts calculated for the period from January 1, 1999, until the end of
     the most recent Fiscal Quarter ended on or prior to the Calculation Date
     minus (ii) the sum of all Quarterly Distribution Amounts distributed during
     such period."

          ""Calculation Date" is defined in the definition of the term
     "Available Distribution Amount"."

          ""Facility Usage" means, at the time in question, the aggregate
     outstanding principal amount of all Loans of all Lenders plus all Letter of
     Credit Outstandings of all Issuers."

          ""Lender Parties" or "Lender Party" means, as the context may require,
     Agent, any Lender or any Issuer, or any of their respective successors,
     transferees or assigns."

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          ""Loan Documents"means this Agreement, the Acquisition Loan Documents,
     the Notes, all Letters of Credit, the Security Documents, any Hedge
     Contract between Borrower or its Subsidiaries and any then current Lender
     or an Affiliate of any then current Lender, and all other agreements,
     amendments, certificates, documents, instruments and writings at any time
     delivered in connection herewith or therewith (exclusive of term sheets,
     commitment letters, correspondence and similar documents used in the
     negotiation hereof, except to the extent the same contain information about
     Borrower or its Affiliates, properties, business or prospects)."

          ""Percentage Share" means, with respect to any Lender (a) when used in
     Sections 2.1, 2.5, and 2.11(d), in any Borrowing Notice or when no Loans
     are outstanding hereunder, the percentage set forth opposite such Lender's
     name on the Lender Schedule attached hereto, and (b) when used otherwise,
     the percentage obtained by dividing (i) the sum of the unpaid principal
     balance of such Lender's Loans at the time in question plus the aggregate
     amount of such Lender's Letter of Credit Outstandings at such time, by (ii)
     the sum of the aggregate unpaid principal balance of all Loans at the time
     in question plus all Letter of Credit Outstandings at such time."

          ""Permitted Tax Distribution" means, with respect to any shareholder
     of Borrower, distributions by Borrower to such shareholder to pay taxes of
     such shareholder attributable to such shareholder's interest in Borrower."

          ""Quarterly Distribution Amount" means, for each Fiscal Quarter, W&T
     LLC's EBITDA minus W&T LLC's capital expenditures for such Fiscal Quarter.
     In addition to the foregoing, Borrower may declare and pay to any Persons
     dividends payable only in its common stock."

     2. Amendment of Section 1.1. Section 1.1 of the Credit Agreement is hereby
amended by inserting in the appropriate alphabetical order the following:

          ""Adjusted Net Income After Permitted Tax Distributions" means, on any
     date, the result of (i) Borrower's Consolidated Net Income minus (ii) the
     aggregate amount of Permitted Tax Distributions during such year minus
     (iii) the aggregate amount of any extraordinary gain on the sale of assets
     (determined in accordance with GAAP) during such year."

          ""Disbursement" means the amount disbursed by the Issuer on a
     Disbursement Date."

          ""Disbursement Date" is defined in Section 2.11(e)."

          ""Equity Investment" means relative to any Person, any ownership or
     similar interest held by such Person in any other Person consisting of any
     purchase or other acquisition of any capital stock, warrants, rights,
     options, obligations or other securities of such Person, limited
     partnership interests,

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     membership interest in a limited liability company, or beneficial interests
     in a trust."

          ""Issuance Request"means a request and certificate duly executed by
     the chief executive, accounting or financial authorized officer of the
     Borrower, substantially in the form of Exhibit I attached hereto (with such
     changes thereto as may be agreed upon from time to time by the Agent and
     the Borrower)."

          ""Issuer" means The Toronto-Dominion Bank or any other Lender which
     has agreed to issue one or more Letters of Credit at the request of the
     Agent (which shall, at the Borrower's request, notify the Borrower from
     time to time of the identity of such other Lender)."

          ""Letter of Credit" is defined in Section 2.11(a)."

          ""Letter of Credit Commitment" means, relative to any Lender, such
     Lender's obligation to issue (in the case of an Issuer) or participate in
     (in the case of all Lenders) Letters of Credit pursuant to Section 2.11."

          ""Letter of Credit Fee" is defined in Section 2.5(c).

          ""Letter of Credit Outstandings" means, at any time, an amount equal
     to the sum of (a) the aggregate Stated Amount at such time of all Letters
     of Credit then outstanding and undrawn (as such aggregate Stated Amount
     shall be adjusted, from time to time, as a result of drawings, the issuance
     of Letters of Credit, or otherwise), plus (b) the then aggregate amount of
     all unpaid and outstanding Reimbursement Obligations."

          ""Reimbursement Obligations" is defined in Section 2.11(f)."

          ""Stated Amount" of each Letter of Credit means the face amount of
     such Letter of Credit or the "Stated Amount" of such Letter of Credit (as
     defined therein), in each case, as such amount is in effect on the issuance
     date thereof."

          ""Stated Expiry Date" is defined in Section 2.11(a)."

     3. Amendment of Section 1.1. Clause (a) of the definition of "Commitment
Fee Rate" in Section 1.1 of the Credit Agreement is hereby amended in its
entirety to read as follows:

          "(a) one-fourth of one percent (0.25%) per annum when the Facility
     Usage on such day is less than fifty percent (50%) of the Borrowing Base on
     such day,"

     4. Amendment of Section 1.5. Section 1.5 of the Credit Agreement is hereby
amended by replacing all occurrences of the phrase "Sections 3.2, 3.3, 3.4, 3.5
or 3.6" with the phrase "Sections 2.11, 3.2, 3.3, 3.4, 3.5 or 3.6".

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     5. Amendment of Section 2.1. Section 2.1 of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "Section 2.1. Commitments to Make Loans; Notes; Participate in Letters
     of Credit. Subject to the terms and conditions hereof, each Lender
     severally agrees to make loans to Borrower (herein called such Lender's
     "Loans") upon Borrower's request from time to time during the Commitment
     Period, provided that subject to Sections 3.3, 3.4 and 3.6, all Lenders are
     requested to make Loans of the same Type (or participate in Letters of
     Credit) in accordance with their respective Percentage Shares and as part
     of the same Borrowing. No Lender shall be permitted or required to (a) make
     any Loan if, after giving effect thereto (i) the Facility Usage would
     exceed the Borrowing Base determined as of the date on which the requested
     Loans are to be made or the Commitment, (ii) the Loan by such Lender would
     exceed such Lender's Percentage Share of the aggregate amount of Loans then
     requested from all Lenders, or (iii) the sum of the aggregate outstanding
     principal amount of all Loans of such Lender together with such Lender's
     Percentage Share of Letter of Credit Outstandings would exceed such
     Lender's Percentage Share of the Borrowing Base then outstanding or the
     Commitment; or (b) issue (in the case of an Issuer) or participate in (in
     the case of a Lender) any Letter of Credit if, after giving effect thereto
     (i) the Facility Usage would exceed the Borrowing Base determined as of the
     date on which the requested Letter of Credit is to be issued or the
     Commitment; (ii) such Lender's Percentage Share of all Letter of Credit
     Outstandings together with the aggregate outstanding principal amount of
     all Loans of such Lender would exceed such Lender's Percentage Share of the
     Borrowing Base then outstanding or the Commitment; or (iii) all letter of
     Credit Outstandings would exceed $5,000,000. The aggregate amount of all
     Loans in any Borrowing of ABR Loans must be greater than or equal to
     $500,000 (any higher, in multiples of $100,000) or must equal the remaining
     availability under the Borrowing Base. The aggregate amount of all Loans in
     any Borrowing of Eurodollar Loans must be greater than or equal to $500,000
     (any higher, in multiples of $100,000) or must equal the remaining
     availability under the Borrowing Base. Borrower may have no more than five
     (5) Borrowings of Eurodollar Loans outstanding at any time. The obligation
     of Borrower to repay to each Lender the aggregate amount of all Loans made
     by such Lender, together with interest accruing in connection therewith,
     shall be evidenced by a single promissory note (herein called such Lender's
     "Note") made by Borrower payable to the order of such Lender in the form of
     Exhibit A with appropriate insertions. The amount of principal owing on any
     Lender's Note at any given time shall be the aggregate amount of all Loans
     theretofore made by such Lender plus such Lender's Percentage Share of the
     Letter of Credit Outstandings minus all payments of principal theretofore
     received by such Lender on such Note. Interest on each Note shall accrue
     and be due and payable as provided herein and therein, with Eurodollar
     Loans bearing interest at the Eurodollar Rate and ABR Loans bearing
     interest at the Alternate Base Rate (subject to the applicability of the
     Default Rate and limited by the provisions of Section 10.9). Subject to the
     terms and conditions hereof, Borrower may borrow, repay, and reborrow
     hereunder.

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     6. Amendment of Section 2.5. Section 2.5 of the Credit Agreement is hereby
amended by inserting the following clauses (c) and (d) after clause (b) thereof:

          "(c) Letter of Credit Stated Amount Fee. The Borrower agrees to pay to
     the Agent, for the account of each Lender, a participation fee with respect
     to its participations in Letters of Credit, for the period from and
     including the date of the issuance of such Letter of Credit to (but not
     including) the date upon which such Letter of Credit expires, at a rate per
     annum equal to Eurodollar Margin on the Stated Amount of such Letter of
     Credit, based on a year comprised of three-hundred and sixty (360) days
     (such participation fee, "Letter of Credit Fee"). A prorated portion of
     such fee shall be payable by the Borrower in arrears on each ABR Payment
     Date, and at the end of the Commitment Period for any period then ending
     for which such fee shall not theretofore have been paid, commencing on the
     first such date after the issuance of such Letter of Credit."

          "(d) Letter of Credit Issuance Fee. The Borrower agrees to pay to each
     Issuer for its own account an issuance fee for each Letter of Credit issued
     by such Issuer equal to 0.0625% of the Stated Amount of such Letter of
     Credit. Such fee shall be payable by the Borrower on the date of issuance
     of such Letter of Credit. The Borrower also agrees to pay such Issuer's
     standard fees with respect to the issuance, amendment, renewal or extension
     of any Letter of Credit or processing of drawings thereunder, which fees
     shall be payable to such Issuer within ten (10) days after demand."

     7. Amendment of Section 2.7. (i) Clause (a) of Section 2.7 of the Credit
Agreement is hereby amended in its entirety to read as follows:

          "(a) If at any time the Facility Usage exceeds the Commitment (whether
     due to a reduction in the Commitment in accordance with this Agreement, or
     otherwise), Borrower shall immediately upon demand prepay the principal of
     the Loans (and, upon repayment of all Loans, shall provide cash collateral
     as set forth in Section 2.11(g)) in an amount at least equal to such
     excess."

     (ii) Sub-clause (i) of clause (b) of Section 2.7 of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "(i) prepay the principal of the Loans (and, upon repayment in full of
     all Loans, shall provide cash collateral to Issuer as set forth in Section
     2.11(g)) in an aggregate amount at least equal to such Borrowing Base
     Deficiency, or"

     (iii) Sub-clause (ii) of clause (b) of Section 2.7 of the Credit Agreement
is hereby amended in its entirety to read as follows:

          "(ii) give notice to Agent electing to prepay the principal of the
     Loans (and, upon repayment of all Loans, shall provide cash collateral as
     set forth in Section 2.11(g)) in up to three monthly installments in an
     aggregate amount at least equal to such Borrowing Base Deficiency, with
     each such installment equal

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     to or in excess of one-third of such Borrowing Base Deficiency, and with
     the first such installment to be paid one month after the giving of such
     notice and the subsequent installments to be due and payable at one month
     intervals thereafter until such Borrowing Base Deficiency has been
     eliminated, or"

     8. Amendment of Article II. Article II of the Credit Agreement is hereby
amended by inserting the following Section 2.11 after Section 2.10 thereof:

          "Section 2.11. Letters of Credit. From time to time on any Business
     Day prior to the end of the Commitment Period, each Issuer will issue, and
     each Lender will participate in, to the extent of each Lender's Percentage
     Share, the Letters of Credit, in accordance with the following terms:

          (a) Issuance Requests. By delivering to the Agent and the applicable
     Issuer an Issuance Request on or before 11:00 a.m., Central time, the
     Borrower may request, from time to time during the Commitment Period and on
     not less than three (3) nor more than ten (10) Business Days' notice, that
     such Issuer issue an irrevocable standby letter of credit in such form as
     may be mutually agreed to by the Borrower and such Issuer (each a "Letter
     of Credit"), in support of financial obligations of the Borrower incurred
     in the Borrower's ordinary course of business and which are described in
     such Issuance Request. Upon receipt of an Issuance Request, the Agent shall
     promptly notify the Lenders thereof. Each Letter of Credit shall by its
     terms: (i) be issued in a Stated Amount which (1) together with all Letter
     of Credit Outstandings and all outstanding Loans does not exceed (or would
     not exceed) the then Commitment or Borrowing Base or (2) together with all
     Letter of Credit Outstandings would not exceed $5,000,000; (ii) be stated
     to expire on a date (its "Stated Expiry Date") no later than the earlier
     (1) of one year from its date of issuance and (2) the end of the Commitment
     Period. So long as no Default has occurred and is continuing, by delivery
     to the applicable Issuer and the Agent of an Issuance Request at least
     three (3) but not more than ten (10) Business Days prior to the Stated
     Expiry Date of any Letter of Credit, the Borrower may request such Issuer
     to extend the Stated Expiry Date of such Letter of Credit for an additional
     period not to exceed the earlier of (i) one year from its date of extension
     or (ii) the end of the Commitment Period.

          No Issuer is under any obligation to issue any Letter of Credit if:
     (i) any order, judgment or decree of any government agency or arbitrator
     shall by its terms purport to enjoin or restrain such Issuer from issuing
     such Letter of Credit, or any requirement of applicable Law or any request
     or directive (whether or not having the force of law) from any government
     agency with jurisdiction over such Issuer shall prohibit, or request that
     the Issuer refrain from, the issuance of letters of credit generally or
     such Letter of Credit in particular or shall impose upon such Issuer with
     respect to such Letter of Credit any restriction, reserve or capital
     requirement (for which such Issuer is not otherwise compensated hereunder)
     not in effect on the date hereof, or shall impose upon such Issuer any
     unreimbursed loss, cost or expense which was not applicable on the date
     hereof and which such Issuer in good faith deems material to it; (ii) one

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     or more of the applicable conditions contained in Article IV is not then
     satisfied; (iii) the expiry date of any requested Letter of Credit is prior
     to the maturity date of any financial obligation to be supported by the
     requested Letter of Credit; (iv) any requested Letter of Credit does not
     provide for drafts, or is not otherwise in form and substance acceptable to
     such Issuer, or the issuance of a Letter of Credit shall violate any
     applicable policies of such Issuer; (v) any standby Letter of Credit is for
     the purpose of supporting the issuance of any letter of credit by any other
     Person; or (vi) such Letter of Credit is in a face amount denominated in a
     currency other than Dollars. The Uniform Customs and Practice for
     Documentary Credits most recently published by the International Chamber of
     Commerce at the time of issuance of any Letter of Credit shall (unless
     otherwise expressly provided in the Letter of Credit) apply to all Letters
     of Credit.

          (b) Issuances and Extensions. On the terms and subject to the
     conditions of this Agreement (including Article IV), the applicable Issuer
     shall issue Letters of Credit, and extend the Stated Expiry Dates of
     outstanding Letters of Credit, in accordance with the Issuance Requests
     made therefor. Each Issuer will make available the original of each Letter
     of Credit which it issues in accordance with the Issuance Request therefor
     to the beneficiary thereof (and will promptly provide each of the Lenders
     and the Borrower with a copy of such Letter of Credit) and will notify the
     beneficiary under any Letter of Credit of any extension of the Stated
     Expiry Date thereof.

          (c) [Intentionally Omitted]

          (d) Other Lenders' Participation. Each Letter of Credit issued
     pursuant to Section 2.11(b) shall, effective upon its issuance and without
     further action, be issued on behalf of all Lenders (including the Issuer
     thereof) pro rata according to their respective Percentage Shares. Each
     Lender shall, to the extent of its Percentage Share, be deemed irrevocably
     to have participated in the issuance of such Letter of Credit and shall be
     responsible to reimburse promptly the Issuer thereof for Reimbursement
     Obligations which have not been reimbursed by the Borrower in accordance
     with Section 2.11(e), or which have been reimbursed by the Borrower but
     must be returned, restored or disgorged by such Issuer for any reason, and
     each Lender shall, to the extent of its Percentage Share, be entitled to
     receive from the Agent a ratable portion of the Letter of Credit Fee
     received by the Agent pursuant to Section 2.5(c), with respect to each
     Letter of Credit. In the event that the Borrower shall fail to reimburse
     any Issuer, or if for any reason Loans shall not be made to fund any
     Reimbursement Obligation, all as provided in Section 2.11(e) and in an
     amount equal to the amount of any drawing honored by such Issuer under a
     Letter of Credit issued by it, or in the event such Issuer must for any
     reason return or disgorge such reimbursement, such Issuer shall promptly
     notify each Lender of the unreimbursed amount of such drawing and of such
     Lender's respective participation therein. Each Lender shall make available
     to such Issuer, whether or not any Default shall have occurred and be
     continuing, an amount equal to its respective participation in same day or
     immediately available funds at the office

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     of such Issuer specified in such notice not later than 11:00 a.m., Central
     time, on the Business Day (under the laws of the jurisdiction of such
     Issuer) after the date notified by such Issuer. In the event that any
     Lender fails to make available to such Issuer the amount of such Lender's
     participation in such Letter of Credit as provided herein, such Issuer
     shall be entitled to recover such amount on demand from such Lender
     together with interest at the daily average Federal Funds Rate for three
     (3) Business Days (together with such other compensatory amounts as may be
     required to be paid by such Lender to the Agent pursuant to the Rules for
     Interbank Compensation of the council on International Banking or the
     Clearinghouse Compensation Committee, as the case may be, as in effect from
     time to time) and thereafter at the interest rate applicable to ABR Loans
     plus two percent (2%). Nothing in this Section shall be deemed to prejudice
     the right of any Lender to recover from any Issuer any amounts made
     available by such Lender to such Issuer pursuant to this Section in the
     event that it is determined by a court of competent jurisdiction that the
     payment with respect to a Letter of Credit by such Issuer in respect of
     which payment was made by such Lender constituted gross negligence or
     wilful misconduct on the part of such Issuer. Each Issuer shall distribute
     to each other Lender which has paid all amounts payable by it under this
     Section with respect to any Letter of Credit issued by such Issuer such
     other Lender's Percentage Share of all payments received by such Issuer
     from the Borrower in reimbursement of drawings honored by such Issuer under
     such Letter of Credit when such payments are received.

          (e) Disbursements. Each Issuer will notify the Borrower and the Agent
     promptly of the presentment for payment of any Letter of Credit, together
     with notice of the date (the "Disbursement Date") such payment shall be
     made. Subject to the terms and provisions of such Letter of Credit, the
     applicable Issuer shall make such payment to the beneficiary (or its
     designee) of such Letter of Credit. Prior to 11:00 a.m., Central time, on
     the Disbursement Date, the Borrower will reimburse the applicable Issuer
     for all amounts which it has disbursed under or in respect of such Letter
     of Credit. In the event the applicable Issuer is not reimbursed by the
     Borrower on the Disbursement Date, or if such Issuer must for any reason
     return or disgorge such reimbursement, the Lenders (including such Issuer)
     shall, on the terms and subject to the conditions of this Agreement, fund
     the Reimbursement Obligation therefor by making, on the next Business Day,
     Loans which are ABR Loans as provided in Section 2.1 (the Borrower being
     deemed to have given a timely Borrowing Notice therefor for such amount);
     provided, however, for the purpose of determining the availability of the
     Commitments to make Loans immediately prior to giving effect to the
     application of the proceeds of such Loans, such Reimbursement Obligation
     shall be deemed not to be outstanding at such time. To the extent the
     applicable Issuer is not reimbursed in full in accordance with the
     preceding sentences, the Borrower's Reimbursement Obligation shall accrue
     interest at a fluctuating rate determined by reference to the interest rate
     applicable to ABR Loans, plus a margin of two percent (2%) per annum,
     payable on demand.

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          (f) Reimbursement. The Borrower's obligation (a "Reimbursement
     Obligation") under Section 2.11(e) to reimburse an Issuer with respect to
     each Disbursement (including interest thereon), and each Lender's
     obligation to make participation payments in each drawing which has not
     been reimbursed by the Borrower, shall be absolute and unconditional under
     any and all circumstances and irrespective of any setoff, counterclaim, or
     defense to payment which the Borrower may have or have had against any
     Lender or any beneficiary of a Letter of Credit, including any defense
     based upon the occurrence of any Default, any draft, demand or certificate
     or other document presented under a Letter of Credit proving to be forged,
     fraudulent, invalid or insufficient, the failure of any disbursement to
     conform to the terms of the applicable Letter of Credit (if, in the
     applicable Issuer's good faith opinion, such disbursement is determined to
     be appropriate) or any non-application or misapplication by the beneficiary
     of the proceeds of such disbursement, or the legality, validity, form,
     regularity, or enforceability of such Letter of Credit; provided, however,
     that nothing herein shall adversely affect the right of the Borrower or any
     Lender to commence any proceeding against the applicable Issuer for any
     wrongful disbursement made by such Issuer under a Letter of Credit as a
     result of acts or omissions constituting gross negligence or wilful
     misconduct on the part of such Issuer.

          (g) Deemed Disbursements. Upon either (i) the occurrence and during
     the continuation of an Event of Default pursuant to Section 8.1(j) or the
     occurrence of the end of the Commitment Period or (ii) the declaration by
     the Agent of all or any portion of the outstanding principal amount of the
     Loans and other Obligations to be due and payable and/or the commitments
     (if not theretofore terminated) to be terminated as provided in Section
     8.1, an amount equal to that portion of Letter of Credit Outstandings
     attributable to outstanding and undrawn Letters of Credit shall, at the
     election of the applicable Issuer acting on instructions from the Required
     Lenders, and without demand upon or notice to the Borrower, be deemed to
     have been paid or disbursed by such Issuer under such Letters of Credit
     (notwithstanding that such amount may not in fact have been so paid or
     disbursed), and, upon notification by such Issuer to the Agent and the
     Borrower of its obligations under this Section, the Borrower shall be
     immediately obligated to reimburse such Issuer the amount deemed to have
     been so paid or disbursed by such Issuer. Any amounts so received by such
     Issuer from the Borrower pursuant to this Section shall be held as
     collateral security for the repayment of the Borrower's obligations in
     connection with the Letters of Credit issued by such Issuer. All amounts on
     deposit pursuant to this Section 2.11(g) shall, until their application to
     any Obligation or their return to the Borrower, as the case may be, at the
     Borrower's written request, be invested in high grade short term liquid
     investments as such Issuer may choose in its sole discretion reasonably
     exercised, which interest shall be held by the applicable Issuer as
     additional collateral security for the repayment of the Borrower's
     Obligations under and in connection with the Letters of Credit and all
     other Obligations. Any losses, net of earnings, and reasonable fees and
     expenses of such investments shall be charged against the principal amount
     invested. No Lender Party shall be liable for any loss resulting from any
     investment made by

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     such Issuer at the Borrower's request. Such Issuer is not obligated hereby,
     or by any other Loan Document, to make or maintain any investment, except
     upon written request by the Borrower. At any time when such Letters of
     Credit shall terminate and all Obligations to each Issuer are either
     terminated or paid or reimbursed to such Issuer in full, the Obligations of
     the Borrower under this Section shall be reduced accordingly (subject,
     however, to reinstatement in the event any payment in respect of such
     Letters of Credit is recovered in any manner from such Issuer), and such
     Issuer will return to the Borrower the excess, if any, of (A) the aggregate
     amount held by such Issuer and not theretofore applied by such Issuer to
     any Reimbursement Obligation over (B) the aggregate amount of all
     Reimbursement Obligations to such Issuer pursuant to this Section, as so
     adjusted. At such time when all Events of Default shall have been cured or
     waived, if the end of the Commitment Period shall not have occurred for any
     reason, each Issuer shall return to the Borrower all amounts then on
     deposit with such Issuer pursuant to this Section. Borrower hereby assigns
     and grants to such Issuer a continuing security interest in all such
     collateral security paid by it to such Issuer, all investments purchased
     with such collateral security, and all proceeds thereof to secure its
     Obligations under this Agreement, the Notes, and the other Loan Documents,
     and Borrower agrees that collateral security and investments shall be
     subject to all of the terms and conditions of the Security Documents.
     Borrower further agrees that such Issuer shall have all of the rights and
     remedies of a secured party under the Uniform Commercial Code as adopted in
     the State of Texas with respect to such security interest and that an Event
     of Default under this Agreement shall constitute a default for purposes of
     such security interest.

          (h) Nature of Reimbursement Obligations. The Borrower shall assume all
     risks of the acts, omissions, or misuse of any Letter of Credit by the
     beneficiary thereof. Neither any Issuer nor any Lender (except to the
     extent of its own gross negligence or wilful misconduct) shall be
     responsible for: (i) the form, validity, sufficiency, accuracy,
     genuineness, or legal effect of any Letter of Credit or any document
     submitted by any party in connection with the application for and issuance
     of a Letter of Credit, even if it should in fact prove to be in any or all
     respects invalid, insufficient, inaccurate, fraudulent, or forged; (ii) the
     form, validity, sufficiency, accuracy, genuineness, or legal effect of any
     instrument transferring or assigning or purporting to transfer or assign a
     Letter of Credit or the rights or benefits thereunder or proceeds thereof
     in whole or in part, which may prove to be invalid or ineffective for any
     reason; (iii) failure of the beneficiary to comply fully with conditions
     required in order to demand payment under a Letter of Credit; (iv) errors,
     omissions, interruptions, or delays in transmission or delivery of any
     messages, by mail, cable, telegraph, telex, facsimile or otherwise; (v) any
     loss or delay in the transmission or otherwise of any document or draft
     required in order to make a Disbursement under a Letter of Credit or of the
     proceeds thereof; (vi) any change in the time, manner or place of payment
     of, or in any other term of, all or any of the obligations of the Borrower
     in respect of any Letter of Credit; (vii) the existence of any claim,
     set-off, defense or other right that the Borrower may have at any time
     against any beneficiary or

<PAGE>

     any transferee of any Letter of Credit (or any Person for whom any such
     beneficiary or any such transferee may be acting), the Issuer (if other
     than the Lender or its Affiliates) or any other Person, whether in
     connection with this Agreement, the transactions contemplated hereby or by
     the Letter of Credit or any unrelated transaction; (viii) any payment by an
     Issuer under any Letter of Credit against presentation of a draft or
     certificate that does not strictly comply with the terms of any Letter of
     Credit; or any payment made by an Issuer under any Letter of Credit to any
     Person purporting to be a trustee in bankruptcy, debtor-in-possession,
     assignee for the benefit of creditors, liquidator, receiver or other
     representative of or successor to any beneficiary or any transferee of any
     Letter of Credit, including any arising in connection with any insolvency
     proceeding; or (ix) any other circumstance or happening whatsoever, whether
     or not similar to any of the foregoing, including any other circumstance
     that might otherwise constitute a defense available to, or a discharge of,
     the Borrower or a guarantor. None of the foregoing shall affect, impair, or
     prevent the vesting of any of the rights or powers granted any Issuer or
     any Lender hereunder. In furtherance and extension, and not in limitation
     or derogation, of any of the foregoing, any action taken or omitted to be
     taken by any Issuer in good faith shall be binding upon the Borrower and
     shall not put such Issuer under any resulting liability to the Borrower.

          (i) Increased Costs; Indemnity. If by reason of (i) any change in
     applicable law, regulation, rule, decree or regulatory requirement or any
     change in the interpretation or application by any judicial or regulatory
     authority of any law, regulation, rule, decree or regulatory requirement,
     or (ii) compliance by any Issuer or any Lender with any direction, or
     requirement of any governmental or monetary authority, including, without
     limitation, Regulation D: (1) any Issuer or any Lender shall be subject to
     any tax (other than taxes on net income and franchises), levy, charge or
     withholding of any nature or to any variation thereof or to any penalty
     with respect to the maintenance or fulfillment of its obligations under
     this Section 2.11, whether directly or by such being imposed on or suffered
     by such Issuer or such Lender; (2) any reserve, deposit or similar
     requirement is or shall be applicable, increased, imposed or modified in
     respect of any Letters of Credit issued by any Issuer or participations
     therein purchased by any Lender; or (3) there shall be imposed on any
     Issuer or any Lender any other condition regarding this Section 2.11, any
     Letter of Credit or any participation therein, and the result of the
     foregoing is directly to increase the cost to such Issuer or such Lender of
     issuing or maintaining any Letter of Credit or of purchasing or maintaining
     any participation therein, or to reduce any amount receivable in respect
     thereof by such Issuer or such Lender, then and in any such case such
     Issuer or such Lender may, at any time after the additional cost is
     incurred or the amount received is reduced, notify the Agent and the
     Borrower thereof, and the Borrower shall pay within ten (10) days of demand
     such amounts as such Issuer or Lender may in good faith specify to be
     necessary to compensate such Issuer or Lender for such additional cost or
     reduced receipt, together with interest on such amount from the date
     demanded until payment in full thereof at a rate equal at all times to the
     Alternate Base Rate per annum. The determination by such Issuer or

<PAGE>

     Lender, as the case may be, of any amount due pursuant to this Section, as
     set forth in a statement setting forth the calculation thereof in
     reasonable detail, shall be rebuttable presumptive evidence of such
     amounts.

          In addition to amounts payable as elsewhere provided in this Section
     2.11, the Borrower hereby indemnifies, exonerates and holds each Issuer,
     the Agent and each Lender harmless from and against any and all actions,
     causes of action, suits, losses, costs, liabilities and damages, and
     expenses incurred in connection therewith (irrespective of whether such
     Issuer, the Agent or such Lender is a party to the action for which
     indemnification is sought), including reasonable attorneys' fees and
     disbursements, which such Issuer, the Agent or such Lender may incur or be
     subject to as a consequence, direct or indirect, of the issuance of the
     Letters of Credit, other than as a result of the gross negligence or wilful
     misconduct of such Issuer as determined by a court of competent
     jurisdiction, or the failure of such Issuer to honor a drawing under any
     Letter of Credit as a result of any act or omission, whether rightful or
     wrongful, of any present or future de jure or de facto government or
     governmental authority."

     9. Amendment of Section 3.4 Section 3.4 of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "Section 3.4 Availability. If (a) any change in applicable Laws, or in
     the interpretation or administration thereof of or in any jurisdiction
     whatsoever, domestic or foreign, shall make it unlawful or impracticable
     for any Lender Party to fund or maintain Eurodollar Loans (or to
     participate in, issue or maintain any Letter of Credit), or shall
     materially restrict the authority of any Lender Party to purchase or take
     offshore deposits of dollars (i.e., "eurodollars"), or (b) any Lender Party
     determines that matching deposits appropriate to fund or maintain any
     Eurodollar Loan (or to participate in, issue or maintain any Letter of
     Credit) are not available to it, or (c) any Lender Party determines that
     the formula for calculating the Adjusted Eurodollar Rate does not fairly
     reflect the cost to such Lender Party of making or maintaining Loans (or of
     participating in, issuing or maintaining any Letter of Credit) based on
     such rate, then, upon notice by such Lender Party to Borrower and Agent,
     Borrower's right to elect Eurodollar Loans from such Lender Party shall be
     suspended to the extent and for the duration of such illegality,
     impracticability or restriction and all Eurodollar Loans (or participations
     in, issuances of or maintenance of any Letter of Credit) of such Lender
     Party which are then outstanding or are then the subject of any Borrowing
     Notice (or Issuance Request) and which cannot lawfully or practicably be
     maintained or funded shall immediately become or remain, or shall be funded
     as, ABR Loans of such Lender Party. Borrower agrees to indemnify each
     Lender Party and hold it harmless against all costs, expenses, claims,
     penalties, liabilities and damages which may result from any such change in
     Law, interpretation or administration. Such indemnification shall be on an
     after-tax basis, taking into account any taxes imposed on the amounts paid
     as indemnity."

<PAGE>

     10. Amendment of Section 3.6 The first sentence of clause (b) of Section
3.6 of the Credit Agreement is hereby amended in its entirety to read as
follows:

          "All payments on account of the principal of, and interest on, each
     Lender Party's Loans and Note and all payments in respect of any
     Reimbursement Obligation, and all other amounts payable by Borrower to any
     Lender Party hereunder, shall be made in full without set-off or
     counterclaim and shall be made free and clear of and without deductions or
     withholdings of any nature by reason of any Reimbursable Taxes, all of
     which will be for the account of Borrower."

     11. Amendment of Section 4.3. (i) The first sentence of Section 4.3 of the
Credit Agreement is hereby amended in its entirety to read as follows:

          "Section 4.3. Additional Conditions Precedent to All Loans and Letters
     of Credit. No Lender has any obligation to make any Loan (including its
     first) and no Issuer has any obligation to issue any Letter of Credit
     (including its first), unless the following conditions precedent have been
     satisfied:"

     (ii) Clauses(a), (b) and (d) of Section 4.3 of the Credit Agreement is
hereby amended by replacing all occurrences of the phrase "such Loan" with the
phrase "such Loan or the date of issuance of such Letter of Credit".

     (iii) Clause(e) of Section 4.3 of the Credit Agreement is hereby amended in
its entirety to read as follows:

          "(e) The making of such Loan or the issuance of such Letter of Credit
     shall not be prohibited by any Law and shall not subject any Lender or any
     Issue to any penalty or other onerous condition under or pursuant to any
     such Law."

     12. Amendment of Section 7.6. Section 7.6 of the Credit Agreement is hereby
amended in its entirety to read as follows:

          "Section 7.6 Limitation on Distributions; Redemptions and Prepayments
     of Indebtedness. No Restricted Person will make any Distribution, except as
     expressly provided in this section, and no Restricted Person will redeem,
     purchase, prepay or defease any Indebtedness, other than the Obligations,
     prior to the original maturity thereof. Distributions may be made:

          (i) by Borrower to any of its shareholders on any date in an amount
     not to exceed the Available Distribution Amount, or

          (ii) by Borrower to its shareholders, provided such distribution is a
     Permitted Tax Distribution, or

          (iii) by Borrower to its shareholders, provided that (a) the amount of
     all distributions pursuant to this Section 7.6(iii) during such year and
     any Equity Investments during such year do not, in the aggregate, exceed
     $10,000,000 per year, (b) such distribution occurs within thirty (30) days
     of the receipt by Agent of

<PAGE>

     updated monthly financial reports in form and substance satisfactory to
     Agent, in its sole discretion, accompanied by a certificate of an
     authorized officer of the Borrower certifying to the truth, correctness and
     completeness of such reports, (c) the ratio of (X) EBITDA to (Y)
     Consolidated Interest of Borrower for the Four Quarter Period then ended
     shall not be less than 8.0 to 1.0, (d) after giving effect to such
     distribution, the Facility Usage on such date is less than seventy-five
     percent (75%) of the Borrowing Base on such date, and (e) the amount of all
     distributions pursuant to this Section 7.6(iii) during such year and any
     Equity Investments during such year do not, in the aggregate, exceed fifty
     percent (50%) of Adjusted Net Income After Permitted Tax Distributions; or

          (iv) by Subsidiaries of Borrower without limitation to Borrower;

          provided, that the computation of the amount of any such distribution
     described in clauses (i), (ii), (iii) and (iv) above shall have been proven
     by Borrower to the reasonable satisfaction of Agent, and, provided further
     that no such distribution described in clauses (i), (ii), (iii) and (iv)
     above shall be permitted if (a) an Event of Default has occurred and is
     continuing, (b) an Event of Default would occur as a result of such
     distribution, or (c) a Borrowing Base Deficiency exists."

     13. Amendment of Section 7.7. Section 7.7 of the Credit Agreement is hereby
amended by inserting the following directly after the last sentence of Section
7.7:

          "Notwithstanding the foregoing, Borrower may make an Equity Investment
     in any Person, provided that (a) the amount of all Equity Investments
     during such year and distributions pursuant to Section 7.6(iii) during such
     year do not, in the aggregate, exceed $10,000,000 per year, (b) such Equity
     Investment occurs within thirty (30) days of the receipt by Agent of
     updated monthly financial reports in form and substance satisfactory to
     Agent, in its sole discretion, accompanied by a certificate of an
     authorized officer of the Borrower certifying to the truth, correctness and
     completeness of such reports, (c) the ratio of (X) EBITDA to (Y)
     Consolidated Interest of Borrower for the Four Quarter Period then ended
     shall not be less than 8.0 to 1.0, (d) after giving effect to such Equity
     Investment, the Facility Usage on such date is less than seventy-five
     percent (75%) of the Borrowing Base on such date, and (e) the amount of all
     Equity Investments during such year and distributions pursuant to Section
     7.6(iii) during such year do not, in the aggregate, exceed fifty percent
     (50%) of Adjusted Net Income After Permitted Tax Distributions;

          provided, that the computation of the amount of any such Equity
     Investment described above shall have been proven by Borrower to the
     reasonable satisfaction of Agent, and, provided further that no such Equity
     Investment described above shall be permitted if (a) an Event of Default
     has occurred and is continuing, (b) an Event of Default would occur as a
     result of such Equity Investment, or (c) a Borrowing Base Deficiency
     exists."

<PAGE>

     14. Amendment of Section 8.1. (i) The second sentence of the last paragraph
of Section 8.1 of the Credit Agreement is hereby amended in its entirety to the
following:

          "Upon any such acceleration, any obligation of any Lender to make any
     further Loans hereunder and any obligation of any Issuer to issue Letters
     of Credit hereunder shall be permanently terminated."

     (ii) Clause(1) of the last paragraph of Section 4.3 of the Credit Agreement
is hereby amended in its entirety to the following:

          "(1) terminate any obligation of Lender to make Loans hereunder and
     any obligation of any Issuer to issue Letters of Credit hereunder, and"

     15. Amendment of Section 10.1. Clause (a) of Section 10.1 of the Credit
Agreement is hereby amended by deleting the word "and" between sub-clause (ii)
and sub-clause (iii) and inserting after the phrase "in Section 10.9)" and
before the "."the following:

          "and (iv) if such party is Issuer, by Issuer"

     16. Amendment of Section 10.6. Sub-clause (i) of clause (b) of Section 10.6
of the Credit Agreement is hereby amended in its entirety to read as follows:

          "(i) Each such assignment shall apply to all Obligations owing to the
     assignor Lender hereunder and to the unused portion of the assignor
     Lender's commitments, so that after such assignment is made the assignor
     Lender shall have a fixed (and not a varying) Percentage Share in its
     Loans, Letter of Credit Outstandings and Note and be committed to make that
     Percentage Share of all future Loans and participations in Letters of
     Credit, the assignee shall have a fixed Percentage Share in such Loans,
     Letter of Credit Outstandings and Note and be committed to make that
     Percentage Share of all future Loans and participations in Letters of
     Credit, and the Percentage Share of the aggregate of the Commitment and the
     Acquisition Commitment of both the assignor and assignee shall equal or
     exceed $5,000,000."

     17. Amendment of Section 10.14. Section 10.14 of the Credit Agreement is
hereby amended in its entirety to read as follows:

          "Section 10.14. Release of Collateral. Agent and each Lender Party
     hereby agree that so long as no Event of Default shall have occurred and be
     continuing Agent shall release from the Security Documents, upon written
     request by Borrower and at Borrower's expense, interests in oil and gas
     properties sold by any Restricted Person in compliance with Section 7.5(c),
     upon receipt of the indefeasible prepayment of the Loans and Letter of
     Credit Outstandings required in connection with such sale, if any. No
     further authorization from any Lender Party shall be required in connection
     with any such release."

     18. Addition of Exhibit I. The Credit Agreement is hereby amended by adding
Exhibit A to this Amendment as Exhibit I thereto.

<PAGE>

     19. Redetermination of the Borrowing Base. As of the date hereof, the Agent
and the Lenders agree that the Borrowing Base shall be $105,000,000, subject to
redetermination pursuant to Section 2.9 or reduction pursuant to Section 7.5(c).

     20. To induce each Lender Party to enter into this Amendment, the Borrower
hereby reaffirms, as of the date hereof, its representations and warranties
contained in Article V of the Credit Agreement (except to the extent such
representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:

     (a) The Borrower (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Nevada, (ii) has all requisite
corporate power and authority to own its assets and to carry on its business as
now conducted and proposed to be conducted, (iii) is duly qualified to do
business and is in good standing in all other jurisdictions where the nature of
its business requires it to be so qualified and where the failure to so qualify
would materially and adversely affect the business, assets, properties or
condition (financial and otherwise), of the Borrower;

     (b) The execution, delivery and performance by the Borrower of this
Amendment are within the Borrower's corporate powers, have been duly authorized
by all necessary action of the Borrower, require, in respect of the Borrower, 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 (including, without limitation,
Regulation X issued by the Board of Governors of the Federal Reserve System
applicable to the Borrower or Regulation U issued by the Board of Governors of
the Federal Reserve System) or the articles of incorporation or the bylaws of
the Borrower or any agreement, judgment, injunction, order, decree or other
instrument binding upon the Borrower or result in the creation or imposition of
any Lien on any asset of the Borrower except as contemplated by the Loan
Documents;

     (c) This Amendment is a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.

     21. Issuer As A Party To The Credit Agreement.

     (a) The Toronto-Dominion Bank agrees to become a party to the Credit
Agreement and to have the rights and perform the obligations of Issuer under the
Credit Agreement and any other Loan Document, and to be bound in all respects as
Issuer by the terms of the Credit Agreement and any other Loan Document
effective as of the date hereof.

     (b) The Toronto-Dominion Bank (i) confirms that it has received a copy of
the Credit Agreement (including all exhibits and schedules thereto), together
with such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Amendment and (ii)
agrees that it will perform in accordance with their terms, all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as Issuer.

<PAGE>

     (c) As of the date hereof, each of the parties hereto agree that The
Toronto-Dominion Bank shall be a party to the Credit Agreement and to the extent
provided in the Credit Agreement, have the rights and obligations of Issuer
thereunder.

     22. Conditions Precedent: The effectiveness of this Amendment shall be
subject to the prior or concurrent satisfaction, on or before December 5, 2000,
of the conditions precedent that the Agent shall have received all of the
following, in form and substance satisfactory to the Agent, and, if applicable,
in sufficient number of signed counterparts:

     (a) This Amendment, duly executed by the Borrower, the Agent, Issuer and
each Lender;

     (b) That certain First Amendment to Second Amended and restated Subsidiary
Guaranty, dated as of the date hereof, duly executed by the Agent and W&T LLC;

     (c) That certain First Amendment to Amended and restated Security
Agreement, dated as of the date hereof, duly executed by the Agent and Borrower;
and

     (d) An amendment fee, for the pro rata account of each of the Lenders
hereto of $150,000 ($112,500 (0.125% times $90,000,000) plus $37,500 (0.25%
times the incremental amount of Borrowing Base in excess of $90,000,000)).

     23. This Amendment shall be deemed to be an amendment to the Credit
Agreement, and the Credit Agreement, as amended hereby, is hereby ratified,
approved and confirmed in each and every respect. All references to the Credit
Agreement in any other document, instrument, agreement or writing shall
hereafter be deemed to refer to the Credit Agreement as amended hereby. This
Amendment is a Loan Document.

     24. THIS AMENDMENT SHALL BE DEEMED A CONTRACT AND INSTRUMENT MADE UNDER THE
LAWS OF THE STATE OF TEXAS AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND THE LAWS OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     25. 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.

     26. 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 transmission shall be deemed
to be an original signature hereto.

     27. 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 the
respective successors, transferees and assigns.

<PAGE>

                     [Remainder of page intentionally blank]

<PAGE>

     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.,
                             a Nevada corporation


                             By: /s/ W. Reid Lea
                                 -----------------------------------------------
                                 Name: W. Reid Lea
                                 Title: CFO

                                 Address: 3900 Causeway Boulevard
                                          One Lakeway Center, Suite 1210
                                          Metairie, LA 70002

                                 Telephone: (504) 831-4171
                                 Fax: (504) 831-4322


                             AGENT:

                             TORONTO DOMINION (TEXAS), INC.,
                             as Agent and as Lender


                             By: /s/ Neva Nesbitt
                                 -----------------------------------------------
                                 Name: Neva Nesbitt
                                 Title: Vice President

                                 Address: 909 Fannin, Suite 1700
                                          Houston, Texas 77010
                                          Attention: Energy Group

                                 Telephone: (713) 653-8241
                                 Fax: (713) 951-9921

<PAGE>

                             LENDERS:

                             FORTIS CAPITAL CORP.,
                             as Lender


                             By: /s/ illegible
                                 -----------------------------------------------
                                 Name:
                                 Title:


                             By: /s/ Deirdre Sanborn
                                 -----------------------------------------------
                                 Name: Deirdre Sanborn
                                 Title: Vice President

                                 Address: 100 Crescent Court
                                              Suite 1777
                                              Dallas, Texas 75201

                                 Telephone: (214) 754-0009
                                 Fax: (214) 754-5982


                             NATEXIS BANQUES POPULAIRES,
                             as Lender


                             By: /s/ Donovan C. Broussard
                                 -----------------------------------------------
                                 Name: Donovan C. Broussard
                                 Title: Vice President


                             By: /s/ Renaud J. d'Herbes
                                 -----------------------------------------------
                                 Name: Renaud J. d'Herbes
                                 Title: Senior Vice President and
                                        Regional Manager

                                 Address: 333 Clay Street
                                          Ste. 4340
                                          Houston, Texas 77002

                                 Telephone: (713) 759-9401
                                 Fax: (713) 759-9908

<PAGE>

                             BANK ONE, TEXAS, N.A.,
                             as Lender


                             By: /s/ Charles Kingswell-Smith
                                 -----------------------------------------------
                                 Name: Charles Kingswell-Smith
                                 Title: First Vice President

                                 Address: 910 Travis Street, 6th Floor
                                          Houston, Texas 77002

                                 Telephone: (713) 751-7803
                                 Fax: (713) 751-3544


                             BANK OF SCOTLAND,
                             as Lender


                             By: /s/ Joseph Fratus
                                 -----------------------------------------------
                                 Name: Joseph Fratus
                                 Title: Vice President

                                 Address: 1021 Main Street, Suite 1370
                                          Houston, Texas 77002

                                 Telephone: (713) 651-1870
                                 Fax: (713) 651-9714


                             CHRISTIANIA BANK OG KREDITKASSE
                             ASA, NEW YORK BRANCH, as Lender


                             By: /s/ William S. Phillips   /s/ Peter M. Dodge
                                 -----------------------------------------------
                             Name: William S. Phillips     Peter M.Dodge
                             Title: First Vice President   Senior Vice President

                                 Address: 11 West 42nd Street, 7th Floor
                                          New York, New York 10036

                                 Telephone: (212) 827-4836
                                 Fax: (212) 827-4888

<PAGE>

                             ISSUER:

                             THE TORONTO-DOMINION BANK,
                             as Issuer


                             By: /s/ Neva Nesbitt
                                 -----------------------------------------------
                                 Name: Neva Nesbitt
                                 Title: Mgr. Syndications & Credit Admin

                                 Address: 909 Fannin, Suite 1700
                                          Houston, Texas 77010
                                 Attention: Martin Snyder
                                 Telephone: 713-653-8211
                             Fax: 713-652-2647

<PAGE>

     EXHIBIT A
     TO AMENDMENT

                                    EXHIBIT I
                           [FORM OF] ISSUANCE REQUEST

                                Issuance Request

Toronto Dominion (Texas), Inc.
909 Fannin, Suite 1700
Houston, Texas 77010

Attention:
           ----------------------------

   Re: W&T Offshore, Inc.

Ladies and Gentlemen:

     This Issuance Request is delivered to you pursuant to Section 2.11(b) of
that certain Amended and Restated Credit Agreement, dated as of February 24,
2000 (together with all amendments and other modifications, if any, from time to
time made thereto, the "Credit Agreement"), by and among W&T Offshore, Inc., a
Nevada corporation (the "Borrower"), the various financial institutions as are,
or may from time to time become, parties thereto (collectively, the "Lenders"),
The Toronto-Dominion Bank, as issuer of Letters of Credit (in such capacity,
together with any successors thereto, the "Issuer"), and Toronto Dominion
(Texas), Inc., individually and as agent (in such capacity, together with any
successor(s) thereto in such capacity, the "Agent") for the Lenders. Terms used
herein have the meanings provided in the Credit Agreement unless otherwise
defined herein or the context otherwise requires.

     The Borrower hereby requests that the Issuer issue a Letter of Credit on
[Date] in the aggregate Stated Amount of            [and in the form attached
                                         ----------
hereto]./1/

     The beneficiary of the requested Letter of Credit will be
                                                              -----------------,
and such Letter of Credit will be in support of the [Provide Description] and
will have a Stated Expiry Date of [Date]. The following documents will be
required upon presentation: [Provide Description]

Attached hereto is an executed copy of an [Application for Letter of Credit]

----------
/1/  Include where the Borrower is providing the form of Letter of Credit
     requested to be issued.

<PAGE>

     IN WITNESS WHEREOF, the Borrower has caused this Issuance Request to be
executed and delivered by its duly authorized officer this     day of
                                                           ---
          , 20  .
----------    --

                             BORROWER:

                             W&T OFFSHORE, INC.,
                             a Nevada corporation


                                 By:
                                     -------------------------------------------
                                 Name:
                                 Title:

                             Address: 3900 Causeway Boulevard
                                      One Lakeway Center, Suite 1210
                                      Metairie, LA 70002

                             Telephone: (504) 831-4171
                             Fax: (504) 831-4322

