<PAGE>

                                                                    EXHIBIT 10.4

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                  CREDIT AGREEMENT (REVOLVING CREDIT AGREEMENT)

     THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (REVOLVING
CREDIT AGREEMENT) (herein called this "Amendment"), dated effective as of
December 2, 2002, 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 Revolving 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 (or their predecessors-in-interest) and
the Agent have heretofore entered into that certain Amended and Restated Credit
Agreement, dated as of February 24, 2000, as amended pursuant to that certain
First Amendment to Amended and Restated Credit Agreement dated as of December 5,
2000, among the Borrower, the Lenders, the Issuer and the Agent, as further
amended pursuant to that certain Second Amendment to Amended and Restated Credit
Agreement (Revolving Credit Agreement) dated effective as of May 31, 2002, among
the Borrower, the Lenders, the Issuer and the Agent (as so amended, and as from
time to time amended, supplemented, restated or otherwise modified, including
pursuant to this Amendment, the "Revolving Credit Agreement"), pursuant to which
the Lenders and Issuer have agreed to make Loans to the Borrower or issue or
participate in Letters of Credit on behalf of the Borrower; and

     WHEREAS, the Borrower, the Lenders, the Issuer and the Agent intend to
amend the Revolving Credit Agreement to provide for, among other things, an
adjustment to the current Borrowing Base, and an amendment to the Facility
Amount, as hereinafter provided;

     WHEREAS, the Borrower has requested that the Revolving Credit Agreement be
amended to allow BMO Nesbitt Burns Financing, Inc. ("BMO") and Royal Bank of
Canada ("RBC") to become "Lenders" party to the Revolving Credit Agreement, as
set forth herein; and

     WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto are willing to enter into this Amendment;

     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. Amendments to Revolving Credit Agreement. The Revolving Credit Agreement
is amended as follows:

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

<PAGE>

     ""Commitment" means $180,000,000."

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

     ""Commitment Fee Rate" means, on each day:

          (a) three-eights of one percent (0.375%) per annum when the Facility
     Usage on such day is less than ninety percent (90%) of the Facility Amount
     on such day, and

          (b) one-half of one percent (0.50%) per annum when the Facility Usage
     on such day is greater than or equal to ninety percent (90%) of the
     Facility Amount on such day.

     (c) Amendment of Section 1.1. The definition of "Facility Amount" in
Section 1.1 of the Revolving Credit Agreement is amended hereby in its entirety
to read as follows:

     ""Facility Amount" means $180,000,000."

     (d) Amendment of Section 1.1. The definition of "Lender Parties" or "Lender
Party" in Section 1.1 of the Revolving Credit Agreement are amended hereby in
its entirety to read as follows:

     ""Lender Parties" means the Agent, the Issuer, the Lenders and Affiliates
     of Lenders who have entered into Hedging Contracts with the Borrower and
     their successors, transferees and assigns; and "Lender Party" means any of
     them."

     (e) Amendment of Section 1.1. The definition of "Maturity Date" in Section
1.1 of the Revolving Credit Agreement is amended hereby in its entirety to read
as follows:

     ""Maturity Date" means December 2, 2005 or such later date as such Maturity
     Date is extended in accordance with Section 2.10."

     (f) Amendment of Section 1.1. Section 1.1 of the Revolving Credit Agreement
is hereby amended by adding the following definitions to such Section in
alphabetical order:

     ""Burlington Real Property" means the real property interests acquired by
     Offshore I, Offshore II and Offshore III from Burlington Resources Offshore
     Inc. LLOXY Holdings, Inc. and The Louisiana Land and Exploration Company as
     described in Exhibit A to the Third Amendment dated effective as of
     December 2, 2002 to this Agreement.

     "FS Investment" means FS Private Investments III LLC.

     "Offshore I" means Offshore Energy I LLC, a Delaware limited liability
company.

     "Offshore II" means Offshore Energy II LLC, a Delaware limited liability
company.

     "Offshore III" means Offshore Energy III LLC, a Delaware limited liability
company."

                                        2

<PAGE>

     (g) Amendment of Section 2.5(a). Section 2.5(a) of the Revolving Credit
Agreement is amended hereby in its entirety to read as follows:

          "(a) Commitment Fees. In consideration of each Lender's commitment to
     make Loans, Borrower will pay to Agent for the account of each Lender a
     commitment fee determined on a daily basis by applying the Commitment Fee
     Rate to such Lender's Percentage Share of the unused portion of the
     Commitment on each day during the Commitment Period, determined for each
     such day by deducting from the amount of the Commitment at the end of such
     day the Facility Usage. This commitment fee will be due and payable in
     arrears on each ABR Payment Date and at the end of the Commitment Period."

     (h) Amendment of Section 6.6. Section 6.6 of the Revolving Credit Agreement
is amended hereby by adding the following at the end of such Section before the
period:

     "; provided that the foregoing shall not prohibit the Borrower from
     converting from an S corporation to a C corporation (as such terms are
     defined in the Internal Revenue Code); provided further that the foregoing
     shall not prohibit the Borrower from merging itself into a Delaware
     corporation named W&T Offshore, Inc. so long as within thirty (30) days of
     such merger the Borrower shall have filed or caused to be filed a copy of
     the articles of merger reflecting such merger in the real property records
     in each jurisdiction where any of the Security Documents has been filed or
     recorded and so long as the Borrower shall have taken such other actions as
     are necessary and appropriate or as otherwise requested by the Agent to
     ensure that the liens and security interests granted pursuant to the
     Security Documents in and to all Collateral remain valid perfected first
     priority liens and security interests in favor of the Agent for the benefit
     of the Lender Parties and, in the case of mortgages or deeds of trust
     referenced in Schedule 2, in favor of the trustee, including, without
     limitation, filing the certificate of merger in the appropriate
     governmental offices of all jurisdictions in which the Borrower or any of
     its subsidiaries that is a party to a Security Document owns property and
     taking such other actions as may be required by the Minerals Management
     Service"

     (i) Amendment to Article VI. Article VI of the Revolving Credit Agreement
is amended hereby by inserting a new Section 6.20 at the end of such Article as
follows:

          "Section 6.20. Certain Hedging Requirements. In the event that the
     Borrower has failed to issue the Preferred Shares (as defined in Section
     7.4) in form and substance satisfactory to the Agent within 60 days
     following December 2, 2002, the Borrower shall have entered into one or
     more commodity Hedging Contracts with counterparties acceptable to the
     Agent, each with a term not in excess of 2 years, on volumes of crude oil
     and natural gas and at prices sufficient to result in the Borrower
     receiving at least $20 million of revenues in excess of the revenues which
     would have been received by the Borrower on those same volumes using a
     price of $21.50/barrel for crude oil and a price of $3.00/mmbtu for natural
     gas; provided, however, that to the extent that the Borrower enters into
     one or more interest rate hedging agreements with counterparties acceptable
     to the Agent, with a term of at least one year to cover all or a portion of
     the Loans, then the $20 million referenced above shall be reduced by $1
     million for each notional amount of

                                        3

<PAGE>

     $20 million so hedged, up to a maximum reduction not to exceed $3 million
     in the aggregate."

     (j) Amendment of Section 7.3(b). Section 7.3(b) of the Revolving Credit
Agreement is amended hereby by replacing all references to "eighty-five percent
(85%)" therein with references to "seventy-five percent (75%)".

     (k) Amendment of Section 7.4. Section 7.4 of the Revolving Credit Agreement
is amended hereby by adding the following at the end of the first sentence of
such Section 7.4 before the period:

     "; provided that the foregoing shall not prohibit the Borrower from merging
     itself into a Delaware corporation named W&T Offshore, Inc. so long as it
     shall comply with the requirements of the further proviso of Section 6.6 of
     this Agreement and provided further that the foregoing will not prohibit
     the Borrower from forming W&T Energy I, LLC, W&T Energy II, LLC and W&T
     Energy III, LLC, nor will it prohibit Offshore I's merging with W&T Energy
     I, LLC, nor of Offshore II's merging with W&T Energy II, LLC nor of
     Offshore III's merging with W&T Energy III, LLC for the purpose of
     acquiring the Burlington Real Property so long as the Borrower shall take
     the actions and deliver the documents described in the proviso of Section
     1(s) to the Third Amendment to Amended and Restated Credit Agreement
     (Revolving Credit Agreement) dated as of December 2, 2002"

     Section 7.4 of the Revolving Credit Agreement is further amended hereby by
adding the following at the end of the second sentence of Section 7.4 before the
period:

     "; provided, further that the foregoing shall not prohibit the Borrower
     from issuing up to 2,000,000 shares of Series A Preferred Stock with a
     liquidation preference of $50,000,000 and with other rights and provisions
     acceptable to the Agent (the "Preferred Stock") in exchange for 1000 shares
     of the common stock of Borrower held by ING Furman Selz Investors III L.P.,
     ING Barings U.S. Leveraged Equity Plan LLC and ING Barings Global Leveraged
     Equity Plan Ltd., and their assignees."

     (l) Amendment of Section 7.5. Section 7.5 of the Revolving Credit Agreement
is amended hereby by adding the following to the end of the penultimate sentence
thereof before the period:

     "; provided, however that the foregoing shall not prohibit the Borrower
     from selling W&T LLC to Mr. Krohn and Mrs. Freel for approximately
     $1,000,000 in cash"

     (m) Amendment of Section 7.6. Section 7.6 of the Revolving Credit Agreement
is amended hereby by adding the following at the end of the first sentence
thereof:

     "; provided that the Borrower may redeem 300 shares of stock of the
     Borrower held by William Bethea, individually and as trustee, for up to
     $15,000,000 so long as (1) such redemption occurs not later than 90 days
     after December 2, 2002, and (2) no Event of Default or Borrowing Base
     Deficiency has occurred and is continuing or would result from such
     redemption, provided, however that the foregoing proviso is not and shall
     not

                                        4

<PAGE>

     be deemed to be an amendment to or modification of any provisions of this
     Agreement other than this Section 7.6."

     Section 7.6 of the Revolving Credit Agreement is further amended hereby by
adding the following to the end of clause (ii) of the second sentence of such
Section before the word "or":

     "provided, that no Permitted Tax Distributions shall be made by Borrower at
     any time after Borrower has converted to a C corporation as permitted by
     Section 6.6 of this Agreement except for those Permitted Tax Distributions
     that would have occurred as a result of the "S" elections made prior to the
     date of such conversion."

     (n) Amendment of Section 7.9. Section 7.9 of the Revolving Credit Agreement
is amended hereby by adding the following to the end of clause (i) thereof
before the semicolon at the end of such clause (i):

     "or to the put option agreement (the "Put Option") entered into in
     conjunction with the Preferred Shares (as defined in Section 7.4) so long
     as the terms and provisions of such Put Option are acceptable to the Agent"

     (o) Amendment of Section 10.1. Section 10.1 of the Revolving Credit
Agreement is amended hereby by inserting the words "increase the Facility Amount
or the aggregate Commitment of the Lenders to an amount in either case in excess
of $250,000,000 or" at the beginning of clause (5) of Section 10.1.

     (p) Amendment of Section 10.14. Section 10.14 of the Revolving Credit
Agreement is amended hereby by adding the following after the end of the first
sentence thereof:

     "Upon consummation of the sale of W&T LLC to Mr. Krohn and Mrs. Freel for
approximately $1,000,000, the Agent is authorized by the Lenders and the Issuer
to release the guaranty of W&T LLC and the Security Documents executed and
delivered by W&T LLC without further action or consent from the Lenders or the
Issuer."

     (q) Amendment to Schedule 2 (Security Schedule). Schedule 2 to the
Revolving Credit Agreement is hereby amended and restated in its entirety as set
forth in Schedule 2 attached hereto.

     (r) Amendment to Schedule 3 (Lenders Schedule). Schedule 3 to the Revolving
Credit Agreement is hereby amended and restated in its entirety as set forth in
Schedule 3 attached hereto.

     (s) Redetermination of the Borrowing Base. As of the Effective Date, the
parties hereto agree that the Borrowing Base shall be $130,000,000; provided
that (i) if Offshore I, Offshore II and Offshore III (A) acquire all of the
Burlington Real Property, (B) guaranty the Obligations as provided in Section
6.19, (C) execute and deliver documentation (including opinions) in form and
substance satisfactory to Agent, granting to Agent first perfected liens on the
Burlington Real Property and related equipment and contracts and (ii) the
Borrower and Offshore I, Offshore II and Offshore III furnish to the Agent (1)
title opinions in scope, form and substance satisfactory to the Agent regarding
the Burlington Real Property, (2) other documents

                                        5

<PAGE>

and information relating to Offshore I, Offshore II and Offshore III and the
Burlington Real Property as the Agent may reasonably request, including evidence
of formation of W&T Energy I, LLC, W&T Energy II, LLC, and W&T Energy III, LLC
and evidence of the merger of W&T Energy I, LLC, W&T Energy II, LLC and W&T
Energy III, LLC into Offshore I, Offshore II and Offshore III, respectively,
with Offshore I, Offshore II and Offshore III as survivors, (3) evidence of the
closing of the acquisition by the Borrower of Offshore I, Offshore II and
Offshore III on terms acceptable to the Agent, (4) copies, certified true and
correct by an authorized officer of the Borrower, of the assignment of the
Burlington Real Property into Offshore I, Offshore II and Offshore III, of the
purchase or merger agreements evidencing the transfer of stock of Offshore I,
Offshore II and Offshore III to the Borrower, (5) omnibus certificates for each
of Offshore I, Offshore II and Offshore III, attaching appropriate resolutions,
certificates of formation, organic documents and certificates of incumbency, in
form and substance satisfactory to the Agent, (6) good standing and existence
certificates for each of Offshore I, Offshore II and Offshore III in its
respective states of organization, issued by the appropriate authorities of such
jurisdiction, together with certificates of its respective good standing and due
qualification to do business, issued by appropriate officials in any states in
which any of them owns property subject to Security Documents and (7) solvency
certificates from each of Offshore I, Offshore II and Offshore III, in form and
substance satisfactory to the Agent; then upon satisfaction of the foregoing
requirements (i) and (ii) (including all sub-requirements thereof), provided
that such requirements are satisfied on or before March 1, 2003, the Borrowing
Base shall automatically, without further action by the Agent, the Borrower or
any Lender, increase by $50,000,000. In each instance, it is agreed that the
Borrowing Base is subject to redetermination pursuant to Section 2.9 of the
Revolving Credit Agreement or reduction pursuant to Section 7.5(c) of the
Revolving Credit Agreement.

     2. Representations and Warranties. 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 the Revolving Credit Agreement
(except to the extent such representations and warranties relate solely to an
earlier date, in which case such representations and warranties shall be true,
correct and complete as of such earlier date) and additionally represents and
warrants as follows:

     (a) Due Incorporation, Etc. 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) Non-Contravention. 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

                                        6

<PAGE>

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

     3. Effectiveness. This Amendment shall be effective as of December 2, 2002,
following the satisfaction of the following conditions (the "Effective Date"):

     (a) the Agent's receipt of this Amendment, duly executed by each of the
parties hereto;

     (b) the execution and delivery of replacement Notes issued by the Borrower
and payable to each of the Lenders in the principal amounts set forth on the
column entitled "Portion of Facility Amount" in Schedule 3 hereto, which Notes
shall be a renewal and replacement of, and shall be given in substitution and
exchange for, but not in payment of, those Notes held by each Existing Lender
(as defined below) prior to the effectiveness of this Amendment;

     (c) the execution and delivery of one or more supplemental mortgages and/or
deeds of trust duly executed by the Borrower, covering the real property
interests as described in Exhibit B hereto (the "Borrower Supplemental Real
Property"), in scope, form and substance satisfactory to the Agent, together
with related UCC-3 amendments for filing in the appropriate jurisdictions;

     (d) an opinion from Schully, Roberts, Slattery, Jaubert & Maring,
pertaining to due authorization, enforceability, perfection and such other
matters as requested by the Agent, in form and substance satisfactory to the
Agent;

     (e) the agreements with Burlington Resources, Inc., Jefferies & Co. and FS
Investment and such agreements shall be satisfactory to the Agent; and

     (f) such other documents or agreements as the Agent may reasonably request
prior to the Effective Date in connection with the execution of this Amendment.

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

     5. New Lenders; Exiting Lender; Purchase and Sale of Loans, Etc.

     (a) Upon the effectiveness of this Amendment and by its execution and
delivery hereof, (i) each of BMO and RBC shall be deemed automatically to have
become a party to the Revolving Credit Agreement, shall have all the rights and
obligations of a "Lender" under the

                                        7

<PAGE>

Revolving Credit Agreement and the other Loan Documents as if each were an
original signatory thereto, and shall agree, and does hereby agree, to be bound
by the terms and conditions set forth in the Revolving Credit Agreement and the
other Loan Documents to which the Lenders are a party, in each case, as if each
were an original signatory thereto and (ii) Union Bank of California, N.A. (the
"Exiting Lender"), shall cease to become a Lender and shall relinquish its
rights (provided that it shall still be entitled to any rights of
indemnification in respect of any circumstance or event or condition arising
prior to the Effective Date) and be released from its obligations under the
Revolving Credit Agreement and the other Loan Documents.

     (b) Each of BMO and RBC (i) confirms that it has received a copy of the
Revolving Credit Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Amendment and the Revolving Credit Agreement; (ii) agrees that it will,
independently and without reliance upon the Agent, the Issuer or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Revolving Credit Agreement; (iii) represents and warrants that
its name set forth herein is its legal name; (iv) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Loan Documents as are delegated to the Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (vi) agrees that it will perform in accordance with their terms all
of the obligations that by the terms of the Revolving Credit Agreement are
required to be performed by it as a Lender.

     (c) Each of BMO and RBC hereby advises each other party hereto that its
respective address for notices shall be as set forth below its name Schedule 3
hereto.

     (d) The Lenders party to the Revolving Credit Agreement prior to the
effectiveness of this Amendment (the "Existing Lenders") hereby sell, assign,
transfer and convey, and each of BMO and RBC hereby purchases and accepts, so
much of the aggregate Commitments under, Loans outstanding under, and
participations in Letters of Credit issued pursuant to, the Revolving Credit
Agreement such that, after giving effect to this Amendment, the Percentage of
each Lender (including the Existing Lenders and each of BMO and RBC), and the
portion of the Commitment Amount and portion of Facility Amount of each Lender,
shall be as set forth on Schedule 3 hereto. The foregoing assignments, transfers
and conveyances are without recourse to the Existing Lenders and without any
warranties whatsoever by the Agent, the Issuer or any Existing Lender as to
title, enforceability, collectibility, documentation or freedom from liens or
encumbrances, in whole or in part, other than the warranty of each Existing
Lender that it has not previously sold, transferred, conveyed or encumbered such
interests.

     (e) The Assignors and the Assignees shall make all appropriate adjustments
in payments under the Revolving Credit Agreement, the Notes and the other Loan
Documents for periods prior to the adjustment date among themselves.

     6. Limited Waiver of Section 7.9. The Lenders agree that the formation of
the New W&T Subsidiaries shall not constitute a breach under Section 7.9 of the
Credit Agreement; provided that such New W&T Subsidiaries are formed solely for
the purpose of merging into Offshore I, Offshore II and Offshore III and that,
following such merger, Offshore I, Offshore II

                                        8

<PAGE>

and Offshore III remain the only survivors of such mergers. The Lenders further
agree that the acquisition of Offshore I, Offshore II and Offshore III shall not
constitute a breach under Section 7.9 of the Credit Agreement; provided that
each of Offshore I, Offshore II and Offshore III delivers the documents and
agreements required to be delivered by each of them in this Amendment, and that
each of Offshore I, Offshore II and Offshore III performs and complies with the
terms and provisions of the Credit Agreement and the other Loan Documents.

     7. Termination of Letter Agreement. That certain Letter Agreement dated as
of May 31, 2002 among the Prior Borrower, the Agent, the Issuer and the Lenders,
is, in accordance with Section 1 thereof, hereby terminated.

     8. GOVERNING LAW. 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.

     9. Severability. 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.

     10. Counterparts. 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.

     11. Successors and Assigns. 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.

                     [Remainder of page intentionally blank]

                                        9

<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: Chief Financial Officer

                                       S-1

<PAGE>

                                           AGENT:

                                           TORONTO DOMINION (TEXAS), INC.,
                                           as Agent


                                           By: /s/ Jim Bridwell
                                               ---------------------------------
                                           Name: Jim Bridwell
                                           Title: Vice President


                                           ISSUER:

                                           THE TORONTO-DOMINION BANK,
                                           as Issuer


                                           By: /s/ Jim Bridwell
                                               ---------------------------------
                                           Name: Jim Bridwell
                                           Title: Mgr. Credit Admin.


                                           LENDERS:

                                           TORONTO DOMINION (TEXAS), INC.,
                                           as Lender


                                           By: /s/ Jim Bridwell
                                               ---------------------------------
                                           Name: Jim Bridwell
                                           Title: Vice President

                                       S-2

<PAGE>

                                           BANK ONE, NA (Main Office - Chicago),
                                           as Lender


                                           By: /s/ Thomas Okamoto
                                               ---------------------------------
                                           Name: Thomas E. Okamoto
                                           Title: Associate Director

                                       S-3

<PAGE>

                                           FORTIS CAPITAL CORP.,
                                           as Lender


                                           By: /s/ Christopher S. Parada
                                               ---------------------------------
                                           Name: Christopher S. Parada
                                           Title: Vice President


                                           By: /s/ Darrell W. Holley
                                               ---------------------------------
                                           Name: Darrel W. Holley
                                           Title: Managing Director

                                       S-4

<PAGE>

                                           BANK OF SCOTLAND, as Lender


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

                                       S-5

<PAGE>

                                           BMO NESBITT BURNS FINANCING, INC.,
                                           as Lender


                                           By: /s/ James B. Whitmore
                                               ---------------------------------
                                           Name: James B. Whitmore
                                           Title: Managing Director

                                       S-6

<PAGE>

                                           NATEXIS BANQUES POPULAIRES,
                                           as Lender


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


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

                                       S-7

<PAGE>

                                           ROYAL BANK OF CANADA,
                                           as Lender


                                           By: /s/ Lorne Gartner
                                               ---------------------------------
                                           Name: Lorne Gartner
                                           Title: Vice President

                                       S-8

<PAGE>

                                           UNION BANK OF CALIFORNIA, N.A.,
                                           as Exiting Lender


                                           By: /s/ Damien Melburger
                                               ---------------------------------
                                           Name: Damien Melburger
                                           Title: Senior Vice President

                                       S-9

<PAGE>

                                                                      SCHEDULE 2

                                SECURITY SCHEDULE

1.   Amended and Restated Security Agreement dated as of February 24, 2000, from
     Borrower, in favor of Toronto Dominion (Texas), Inc. ("TD (Texas)"), as
     Agent (as amended, supplemented, restated or otherwise modified from time
     to time, the "Security Agreement"), covering all personal property of
     Borrower.

2.   Various Uniform Commercial Code Financing Statements naming Borrower as
     debtor and TD (Texas), as Agent, as secured party, covering the collateral
     described in the Security Agreement.

3.   Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and
     Financing Statement dated February 2, 1998, for Borrower, in favor of TD
     (Texas), as Agent, successor in interest to General Electric Capital
     Corporation, covering oil and gas properties located in the States of
     Louisiana and Texas, as supplemented and amended by that certain First
     Supplement and Amendment to Deed of Trust, Mortgage, Assignment, Security
     Agreement, Fixture Filing and Financing Statement dated July 1, 1999, and
     by that certain Second Supplement and Amendment to Deed of Trust, Mortgage,
     Assignment, Security Agreement, Fixture Filing and Financing Statement
     dated November 30, 1999, and by that certain Third Supplement and Amendment
     to Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing
     and Financing Statement dated February 24, 2000, and by that certain Fourth
     Supplement and Amendment to Deed of Trust, Mortgage, Assignment, Security
     Agreement, Fixture Filing and Financing Statement dated February 20, 2001,
     by that certain Fifth Supplement and Amendment to Deed of Trust, Mortgage,
     Assignment, Security Agreement, Fixture Filing and Financing Statement
     dated May 31, 2002, and by that certain Sixth Supplement and Amendment to
     Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and
     Financing Statement dated December 2, 2002 (as so amended and as amended,
     supplemented, restated or otherwise modified from time to time, the
     "Borrower Mortgage").

4.   Various Uniform Commercial Code Financing Statements covering the
     collateral described in the Borrower Mortgage, naming Borrower as debtor
     and TD (Texas), as Agent, as secured party.

5.   Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture Filing and
     Financing Statement by W&T LLC, in favor of TD (Texas), as Agent, successor
     in interest to General Electric Capital Corporation, covering oil and gas
     properties located in the States of Louisiana and Texas as supplemented and
     amended by that certain First Supplement and Amendment to Deed of Trust,
     Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
     Statement dated November 30, 1999, and by that certain Second Supplement
     and Amendment to Deed of Trust, Mortgage, Assignment, Security Agreement,
     Fixture Filing and Financing Statement dated February 24, 2000, and by that
     certain Third Supplement and Amendment to Deed of Trust, Mortgage,
     Assignment, Security Agreement, Fixture Filing and Financing Statement
     dated May 31, 2002 (as so

<PAGE>
                                                                      SCHEDULE 2

     amended and as amended, supplemented, restated or otherwise modified from
     time to time, the "W&T LLC Mortgage")./1/

6.   Various Uniform Commercial Code Financing Statements covering the
     collateral described in the W&T LLC Mortgage, naming W&T LLC as debtor and
     TD (Texas), as Agent, as secured party./2/

7.   Second Amended and Restated Guaranty of W&T Offshore, L.L.C. dated as of
     February 24, 2000 in favor of TD (Texas) (as amended, supplemented,
     restated or otherwise modified from time to time, the "W&T LLC
     Guaranty")./3/

----------
/1/  To be released upon sale of W&T LLC in accordance with Section 10.14.
/2/  To be terminated upon sale of W&T LLC in accordance with Section 10.14.
/3/  To be terminated upon sale of W&T LLC in accordance with Section 10.14.

                                        2

<PAGE>

                                                                      SCHEDULE 3

                                LENDERS SCHEDULE
<TABLE>
<CAPTION>
                                                        Portion of       Portion of
                                        Percentage      Commitment        Facility
                                          Share           Amount           Amount
                                       -----------   ---------------   --------------
<S>                                    <C>           <C>               <C>
Lending Office for ABR Loans:

Toronto Dominion (Texas), Inc.         17.56097561%  $ 31,609,756.10   $31,609,756.10
909 Fannin, Suite 1700
Houston, Texas 77010
Tel: (713) 653-8211
Fax: (713) 652-2647

Bank One, NA (Main Office - Chicago)   16.82926829%  $ 30,292,682.93   $30,292,682.93
Attn: Special Services
500 Throckmorton - PG6
Fort Worth, Texas 76101
Tel: (817) 884-5000
Fax.: (817) 884-4095

Fortis Capital Corp.                   16.82926829%  $ 30,292,682.93   $30,292,682.93
100 Crescent Court, Suite 1777
Dallas, Texas 75201
Tel: (214) 754-0009
Fax: (214) 754-5982

Bank of Scotland                       14.63414634%  $ 26,341,463.41   $26,341,463.41
565 Fifth Avenue
New York, New York 10017
Tel: (212) 450-0877
Fax: (212) 687-4412

BMO Nesbitt Burns Financing, Inc.      14.63414634%  $ 26,341,463.41   $26,341,463.41
700 Louisiana, Suite 4400
Houston, Texas 77002
Tel: (713) 223-4400
Fax: (713) 223-4007

Natexis Banques Populaires              9.75609756%  $ 17,560,975.61   $17,560,975.61
333 Clay Street, Suite 4340
Houston, Texas 77002
Tel: (713) 759-9401
Fax: (713) 759-9908
</TABLE>

<PAGE>

                                                                      SCHEDULE 3

<TABLE>
<S>                                     <C>          <C>               <C>
Royal Bank of Canada                    9.75609756%  $ 17,560,975.61   $17,560,975.61
2800 Post Oak Boulevard
Houston, Texas 77056
Tel: (713) 403-5662
Fax: (713) 403-5624

Total                                   100.000000%  $180,000,000.00  $180,000,000.00
</TABLE>

Lending Office for Eurodollar Loans:

Same.

                                        2

<PAGE>

                                   Exhibit "A"
               Property Descriptions for Burlington Real Property

I.   Property Descriptions for Properties to be mortgaged by Offshore Energy I
     LLC:

Eugene Island 196

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0802 dated effective May 1, 1960, from the United States of America, as
     Lessor, to Texaco Inc., and Pan American Petroleum Corporation, as Lessees,
     covering all of Block 196, Eugene Island Area, Official Leasing Map La. No.
     4 OCS Leasing Map, Louisiana offshore operations (referred to as "Prior
     Lease"), as redesignated Oil and Gas Lease No. OCS-G 13821 by segregation
     on September 25, 1992, effective June 1, 1988, covering the S/2 of S/2, S/2
     of NE/4 of SE/4, and SE/4 of NW/4 of SE/4 of Block 196, Eugene Island Area,
     Official Leasing Map No. 4, OCS Leasing Map (referred to as "New Lease")

     Working Interest:           100%
     Net Revenue Interest:   81.3333%

     An undivided 100% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 13821, dated effective June 1, 1988, from the United States of
     America, as Lessor, to Texaco Inc., and Pan American Petroleum Corporation,
     as Lessees, INSOFAR AND ONLY INSOFAR as it pertains to the top of the BUL.
     1-7 Sand as seen as a subsea depth of 11,990 feet in the Texaco H-1 No. 4
     Well in the SE/4 NW/4 SE/4 and N/2 SW/4 SE/4 of Block 196, Eugene Island
     Area.

     Operating Rights Interest:       100%
     Net Revenue Interest:        81.3333%

     An undivided 100% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 13821, dated effective June 1, 1988, from the United States of
     America, as Lessor, to Texaco Inc. and Pan American Petroleum Corporation,
     as Lessees, INSOFAR AND ONLY INSOFAR as it pertains to operating rights
     above a subsea depth of 12,800 feet in the S/2 NE/4 SE/4, SE/4 SE/4, S/2
     SW/4 SE/4, and S/2 SW/4 of Block 196, Eugene Island Area.

     Operating Rights Interest:       100%
     Net Revenue Interest:        81.3333%

<PAGE>

Eugene Island 204

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0804, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Texaco Inc., and Pan American Petroleum Corporation, as
     Lessees, covering all of Block 204, Eugene Island Area, Official Leasing
     Map La. No. 4, OCS Leasing Map, Louisiana offshore operations, containing
     approximately 5,000 acres, more or less.

     Working Interest:           100%
     Net Revenue Interest:   81.3333%

Eugene Island 205

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 0805, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Texaco Inc., and Pan American Petroleum Corporation, as
     Lessees, covering all of Block 205, Eugene Island Area, Official Leasing
     Map La. No. 4, OCS Leasing Map, Louisiana offshore operations, containing
     approximately 5,000 acres, more or less.

     Working Interest:           100%
     Net Revenue Interest:   81.3333%

Eugene Island 206

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0806, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Texaco Inc., and Pan American Petroleum Corporation, as
     Lessees, covering all of Block 206, Eugene Island Area, Official Leasing
     Map La. No. 4, Louisiana offshore operations,OCS Leasing Map, Louisiana
     offshore operations, containing approximately 5,000 acres, more or less.

     Working Interest:           100%
     Net Revenue Interest:   81.3333%

Eugene Island 217

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS-G 0978, dated effective May 1, 1962, from the United States of America,
     as Lessor, to Continental Oil Company, Cities Service Production Company,
     The Atlantic Refining Company and Tidewater Oil Company, as Lessees,
     covering all of Block 217, Eugene Island Area, Official Leasing Map La. No.
     4, OCS Leasing Map, Louisiana offshore operations, containing approximately
     5,000 acres, more or less.

                                        2

<PAGE>

     Working Interest:              50%
     Net Revenue Interest:   41.6 6667%

Eugene Island 218

     An undivided 75% record title interest in and to the Oil and Gas Lease No.
     OCS 0807, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Continental Oil Company, as Lessee, covering all of Block
     218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing Map,
     Louisiana offshore operations, containing approximately 5,000 acres, more
     or less, INSOFAR AND ONLY INSOFAR as lease covers the NE/4 of Block 218,
     Eugene Island Area.

     Working Interest:         75%
     Net Revenue Interest:   59.5%

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0807, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Continental Oil Company, as Lessee, covering all of Block
     218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing Map,
     Louisiana offshore operations, containing approximately 5,000 acres, more
     or less, INSOFAR AND ONLY INSOFAR as lease covers the SW/4 of Block 218,
     Eugene Island Area.

     Working Interest:           100%
     Net Revenue Interest:   73.8333%

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0807, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Continental Oil Company, as Lessee, covering all of Block
     218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing Map,
     Louisiana offshore operations, containing approximately 5,000 acres, more
     or less, INSOFAR AND ONLY INSOFAR as lease covers the NW 1/2 of Block 218,
     Eugene Island Area.

     Working Interest:            100%
     Net Revenue Interest:   77.08333%

Eugene Island 219

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS 0808, dated effective May 1, 1960, from the United States of America,
     as Lessor, to Texaco Inc, as Lessee, covering all of Block 219, Eugene
     Island Area, Official Leasing Map La. No. 4, OCS Leasing Map, Louisiana
     offshore operations, containing approximately 5,000 acres, more or less.

     Working Interest:           100%
     Net Revenue Interest:   81.3333%

                                        3

<PAGE>

Ewing Bank 944 and 988

     An undivided 15% record title interest in and to the Oil and Gas Lease No.
     OCS-G 5809, dated effective July 1, 1983, from the United States of
     America, as Lessor, to MOBIL OIL EXPLORATION & PRODUCING SOUTHEAST INC.,
     Monsanto Company, Diamond Shamrock Corporation, and Kerr-McGee Corporation,
     as Lessees, covering all of Blocks 944 and 988, Ewing Bank Area, OCS
     Official Protraction Diagram, NH 15-12, containing approximately 4,974.36
     acres, more or less.

     Working Interest:         15%
     Net Revenue Interest:   12.5%

Green Canyon 18

     An undivided 15% record title interest in and to the Oil and Gas Lease No.
     OCS-G 4940, dated effective December 1, 1981, from the United States of
     America, as Lessor, to MOBIL OIL EXPLORATION & PRODUCING SOUTHEAST INC.
     ("MOEPSI"), Monsanto Company, and Diamond Shamrock Corporation, as Lessees,
     covering all of Block 18, Green Canyon Area, OCS Official Protraction
     Diagram, NG 15-3, containing approximately 5,760 acres, more or less.

     Working Interest:         15%
     Net Revenue Interest:   12.5%

High Island A-571

     An undivided 16.66% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2391, dated effective August 1, 1973, from the United States of
     America, as Lessor, to Texas Pacific Oil Company, Inc., El Paso Natural Gas
     Company and CNG Producing Company, as Lessees, covering all of Block A-571,
     High Island Area, South Addition, Official Leasing Map, Texas Map No. 7B,
     containing approximately 5,760 acres, more or less

     Working Interest:       16.6600%
     Net Revenue Interest:   13.8833%

Mississippi Canyon 674

     An undivided 49% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 13687, dated effective July 1, 1992, from the United States of
     America, as Lessor, to Chevron U.S.A. Inc. and BHP Petroleum (Americas)
     Inc., as Lessees, covering all of Block 674, Mississippi Canyon Area, OCS
     Official Protraction Diagram, NG 16-10, containing approximately 5,760
     acres, more or less INSOFAR AND ONLY INSOFAR as lease covers from the
     surface of the earth down to 500 feet below the total vertical

                                        4

<PAGE>

     depth (TVD) of the OCS-G 7952 (MC 718) No. 1 Well, said TVD being 22,500
     feet and the stratigraphic equivalent of such depths.

     Working Interest:            49%
     Net Revenue Interest:   37.8745%

Mississippi Canyon 717

     An undivided 49% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 8499, dated effective June 1, 1986, from the United States of
     America, as Lessor, to Amoco Production Company and Exxon Corporation, as
     Lessees, covering all of Block 717, Mississippi Canyon Area, OCS Official
     Protraction Diagram, NG 16-10, containing approximately 5,760 acres, more
     or less INSOFAR AND ONLY INSOFAR as lease covers from the surface of the
     earth down to 500 feet below the total vertical depth (TVD) of the OCS-G
     7952 (MC 718) No. 1 Well, said TVD being 22,500 feet and the stratigrphic
     equivalent of such depths.

     Working Interest:            49%
     Net Revenue Interest:   37.8745%

Mississippi Canyon 718

     An undivided 49% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 7952, dated effective August 1, 1985, from the United States of
     America, as Lessor, to Shell Offshore, Inc., as Lessee, covering all of
     Block 718, Mississippi Canyon Area, OCS Official Protraction Diagram, NG
     16-10, containing approximately 5,760 acres, more or less INSOFAR AND ONLY
     INSOFAR as lease covers the North 3/4 of Block 718, Mississippi Canyon
     Area, from the surface of the earth down to 500 feet below the total
     vertical depth (TVD) of the OCS-G 7952 (MC 718) No. 1 Well, said TVD being
     22,500 feet and the stratigraphic equivalent of such depth.

     Working Interest:            49%
     Net Revenue Interest:   37.8745%

West Cameron 638

     An undivided 26.6667% record title interest in and to the Oil and Gas Lease
     No. OCS-G 15124, dated effective September 1, 1995, from the United States
     of America, as Lessor, to Kerr-McGee Corporation, as Lessee, covering all
     of Block 638, West Cameron Area, South Addition, OCS Leasing Map, Louisiana
     Map No. 1B, containing approximately 5,000 acres, more or less.

     Working Interest:       26.6667%
     Net Revenue Interest:   22.2222%

                                        5

<PAGE>

     An undivided 26.6667% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 15124, dated effective September 1, 1995, from the United
     States of America, as Lessor, to Kerr-McGee Corporation, as Lessee,
     covering all of Block 638, West Cameron Area, South Addition, OCS Leasing
     Map, Louisiana Map No. 1B, containing approximately 5,000 acres, more or
     less, INSOFAR AND ONLY INSOFAR as lease covers depths from the surface of
     the earth to 100' below the stratigraphic equivalent of the deepest depth
     drilled and logged being 13,340' TVD in the Chevron USA Well No. 1.

     Working Interest:       26.6667%
     Net Revenue Interest:   22.2222%

West Cameron 639

     An undivided 13.34% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2027, dated effective February 1, 1971, from the United States of
     America, as Lessor, to Sun Oil Company, as Lessee, covering all of Block
     639, West Cameron Area, South Addition, Official Leasing Map, Louisiana Map
     No. 1B, containing approximately 5,000 acres, more or less.

     Working Interest:          13.34%
     Net Revenue Interest:   11.11667%

     An undivided 15.24571% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 2027, dated effective February 1, 1971, from the United
     States of America, as Lessor, to Sun Oil Company, as Lessee, covering all
     of Block 639, West Cameron Area, South Addition, Official Leasing Map,
     Louisiana Map No. 1B, containing approximately 5,000 acres, more or less,
     INSOFAR AND ONLY INSOFAR as lease covers depths from the surface of the
     earth down to and including 10,000' subsea.

     Working Interest:       15.2457%
     Net Revenue Interest:   12.7048%

West Cameron 648

     An undivided 38.34% record title interest in and to the Oil and Gas Lease
     No. OCS-G 4268, dated effective December 1, 1979, from the United States of
     America, as Lessor, to Sun Oil Company (Delaware) and Diamond Shamrock
     Corporation, as Lessees, covering all of Block 648, West Cameron Area,
     South Addition, OCS Leasing Map, Louisiana Map No. 1B, containing
     approximately 5,000 acres, more or less.

     Working Interest:       38.34%
     Net Revenue Interest:   31.95%

                                        6

<PAGE>

High Island A-365

     An undivided 31.9149% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2750, dated effective July 1, 1974, from the United States of
     America, as Lessor, to Sun Oil Company (Delaware), as Lessee, covering all
     of Block A-365, High Island Area, East Addition, South Extension, OCS
     Official Leasing Map, Texas Map No. 7C, containing approximately 5,760
     acres, more or less.

     Working Interest:        31.9149%
     Net Revenue Interest:   26.19007%

High Island A-376

     An undivided 27.92554% record title interest in and to the Oil and Gas
     Lease No. OCS-G 2754, dated effective July 1, 1974, from the United States
     of America, as Lessor, to Texaco, Inc. and Columbia Gas Development
     Corporation, as Lessees, covering all of Block A-376, High Island Area,
     East Addition, South Extension, OCS Official Leasing Map, Texas Map No. 7C,
     containing approximately 5,760 acres, more or less.

     Working Interest:       27.92554%
     Net Revenue Interest:   23.27128%

Vermilion 84

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 3124, dated effective July 1, 1975, from the United States of
     America, as Lessor, to Union Oil Company of California, as Lessee, covering
     all of Block 84, Vermilion Area, OCS Official Leasing Map, Louisiana Map
     No. 3, containing approximately 5,000 acres, more or less.

     Working Interest:            50%
     Net Revenue Interest:   39.9317%

West Cameron 142

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 13560, dated effective July 1, 1992, from the United States of
     America, as Lessor, to Diamond Shamrock Offshore Partners Limited
     Partnership, as Lessee, covering all of Block 142, West Cameron Area, OCS
     Leasing Map, Louisiana Map No. 1, containing approximately 5,000 acres,
     more or less.

     Working Interest:           100%
     Net Revenue Interest:   83.3333%

                                        7

<PAGE>

West Cameron 178

     An undivided 41.50639% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 5286, dated effective July 1, 1983, from the United States
     of America, as Lessor, to Exxon Corporation and Sohio Petroleum Company, as
     Lessees, covering all of Block 178, West Cameron Area, OCS Leasing Map,
     Louisiana Map No. 1, containing approximately 5,000 acres, more or less
     INSOFAR AND ONLY INSOFAR as operating rights cover the SE/4 SE/4 NW/4 of
     Block 178, from the surface of the earth down to the stratigraphic
     equivalent of the base of the OC Sand as recognized in the OCS-G 5286 Well
     No. 1 at a measured depth of 11,312 feet (11,225' subsea)

     Working Interest:        41.5064%
     Net Revenue Interest:   29.40036%

     An undivided 71.15385% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 5286, dated effective July 1, 1983, from the United States
     of America, as Lessor, to Exxon Corporation and Sohio Petroleum Company, as
     Lessees, covering all of Block 178, West Cameron Area, OCS Leasing Map,
     Louisiana Map No. 1, containing approximately 5,000 acres, more or less
     INSOFAR AND ONLY INSOFAR as operating rights cover the E/2; SW/4; W/2 NW/4;
     NE/4 NW/4; N/2 SE/4 NW/4 of Block 178, from the surface of the earth down
     to the stratigraphic equivalent of the base of the OC Sand as recognized in
     the OCS-G 5286 Well No. 1 at a measured depth of 11,312 feet (11,225'
     subsea).

     Working Interest:       71.15385%
     Net Revenue Interest:   50.40064%

Galveston 303

     An undivided 75% record title interest in and to the Oil and Gas Lease No.
     OCS-G 4565, dated effective January 1, 1981, from the United States of
     America, as Lessor, to Houston Oil & Minerals Corporation, as Lessee,
     covering all of Block 303, Galveston Area, East Addition, OCS Leasing Map,
     Texas Map No. 6, containing approximately 5,760 acres, more or less.

     Working Interest:       75%
     Net Revenue Interest:   51%

South Timbalier 149

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS-G 5606, dated effective July 1, 1983, from the United States of
     America, as Lessor, to Amoco Production Company, as Lessee, covering all of
     Block 149, South Timbalier Area, OCS Leasing Map, Louisiana Map No. 6,
     containing approximately 5,000 acres, more or less.

                                        8

<PAGE>

     Working Interest:         50%
     Net Revenue Interest:   37.5%

Vermilion 78

     An undivided 25% record title interest in and to the Oil and Gas Lease No.
     OCS-G 4421, dated effective November 1, 1980, from the United States of
     America, as Lessor, to CNG Producing Company, Anadarko Production Company
     and Hunt Oil Company, as Lessees, covering all of Block 78, Vermilion Area,
     OCS Leasing Map, Louisiana Map No. 3, containing approximately 5,000 acres,
     more or less.

     Working Interest:            25%
     Net Revenue Interest:   20.8333%

Vermilion 119

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS- 0487, dated effective February 1, 1955, from the United States of
     America, as Lessor, to Continental Oil Co., The Atlantic Refining Co., Tide
     Water Associated Oil Co. and Cities Production Corporation, as Lessees,
     covering all of Block 119, Vermilion Area, Official Leasing Map, La. Map
     No. 3, Outer Continental Shelf Leasing Map, Louisiana Offshore Operations,
     containing approximately 5,000 acres, more or less.

     Working Interest:            50%
     Net Revenue Interest:   41.6667%

Vermilion 124

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS- 0495, dated effective February 1, 1955, from the United States of
     America, as Lessor, to Continental Oil Co., The Atlantic Refining Co., Tide
     Water Associated Oil Co. and Cities Production Corporation, as Lessees,
     covering all of Block 124, Vermilion Area, Official Leasing Map, La. Map
     No. 3, Outer Continental Shelf Leasing Map, Louisiana Offshore Operations,
     containing approximately 5,000 acres, more or less.

     Working Interest:            50%
     Net Revenue Interest:   41.6667%

West Delta 65

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 15363, dated effective August 1, 1995, from the United States of
     America, as Lessor, to Meridian Oil Offshore, Inc., as Lessee, covering all
     of Block 65, West Delta Area, OCS Leasing Map, Louisiana Map No. 8,
     containing approximately 5,000 acres, more or less.

                                        9

<PAGE>

     Working Interest:           100%
     Net Revenue Interest:   77.0833%

West Delta 72

     An undivided 100% operating rights interest in and to the Oil and Gas Lease
     No. OCS-G 1082, dated effective June 1, 1962, from the United States of
     America, as Lessor, to Humble Oil & Refining Company, as Lessee, covering
     all of Block 72, West Delta Area, Official Leasing Map La. No. 8,
     containing approximately 5,000 acres, more or less, INSOFAR AND ONLY
     INSOFAR as it pertains to the North One-Half of the Northeast One-Quarter
     (N/2NE/4) from the surface down to and including the stratigraphic
     equivalent of 100 feet beneath the total depth of 3,105 feet TVD drilled in
     the Burlington Resources Offshore, Inc. OCS-G 15363 #1 Well located in the
     West Delta Block 65.

     Working Interest:           100%
     Net Revenue Interest:   83.3333%

II.  Property Descriptions for Properties to be mortgaged by Offshore Energy II
     LLC:

East Cameron 321

     An undivided 25% record title interest in and to the Oil and Gas Lease No.
     OCS-G 2061, dated effective February 1, 1971, from the United States of
     America, as Lessor, to Marathon Oil Company, as Lessee, covering all of
     Block 321, East Cameron Area, South Addition, Official Leasing Map No. 2A,
     containing approximately 5,000 acres, more or less.

     Working Interest:             25%
     Net Revenue Interest:   20.83333%

Eugene Island 217

     An undivided 16.31945% record title interest in and to the Oil and Gas
     Lease No. OCS-G 0978, dated effective May 1, 1962, from the United States
     of America, as Lessor, to Continental Oil Company, Cities Service
     Production Company, The Atlantic Refining Company and Tidewater Oil
     Company, as Lessees, covering all of Block 217, Eugene Island Area,
     Official Leasing Map La. No. 4, OCS Leasing Map, Louisiana offshore
     operations, containing approximately 5,000 acres, more or less.

     Working Interest:         16.31945%
     Net Revenue Interest:   11.5161167%

                                       10

<PAGE>

     An undivided 65.27778% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 0978, dated effective May 1, 1962, from the United States
     of America, as Lessor, to Continental Oil Company, Cities Service
     Production Company, The Atlantic Refining Company and Tidewater Oil
     Company, as Lessees, INSOFAR AND ONLY INSOFAR as it pertains to the N/2
     NW/4, SE/4 NW/4, S/2 SW/4 NW/4, N/2 SW/4,W/2 NE/4, NW/4 SE/4 of Block 217,
     Eugene Island Area, from the surface down to the stratigraphic equivalent
     of 13,097 feet true vertical depth being 100 feet below the base of the
     "MI" sand identified at 12,997 feet true vertical depth as referenced in
     the original DIL log of Sandefer Offshore Operating Co.'s OCS-G 0978 Well
     No. 4.

     Operating Rights Interest:   65.27778%
     Net Revenue Interest:        47.87037%

     An undivided 74.22681% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 0978, dated effective May 1, 1962, from the United States
     of America, as Lessor, to Continental Oil Company, Cities Service
     Production Company, The Atlantic Refining Company and Tidewater Oil
     Company, as Lessees, INSOFAR AND ONLY INSOFAR as it pertains to the S/2
     SW/4, E/2 NE/4, E/2 SE/4, and SW/4 SE/4 of Block 217, Eugene Island Area,
     from the surface down to the stratigraphic equivalent of 13,097 feet true
     vertical depth being 100 feet below the base of the "MI" sand identified at
     12,997 feet true vertical depth as referenced in the original DIL log of
     Sandefer Offshore Operating Co.'s OCS-G 0978 Well No. 4.

     Operating Rights Interest:      74.2268%
     Net Revenue Interest:        54.5656226%

     An undivided 65.27778% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 0978, dated effective May 1, 1962, from the United States
     of America, as Lessor, to Continental Oil Company, Cities Service
     Production Company, The Atlantic Refining Company and Tidewater Oil
     Company, as Lessees, INSOFAR AND ONLY INSOFAR as it pertains to all of
     Block 217, Eugene Island Area, from and including the stratigraphic
     equivalent of 13,097 feet true vertical depth as seen in the Sandefer
     Offshore Operating Co.'s OCS-G 0978 Well No. 4 down to the stratigraphic
     equivalent of 15,189 feet true vertical depth, being 100 feet below the
     total depth drilled in the NERCO Oil and Gas, Inc. OCS-G 0978 Well No.4.

     Operating Rights Interest:   65.27778%
     Net Revenue Interest:         48.9583%

Eugene Island 218

     An undivided 16.31945% record title interest in and to the Oil and Gas
     Lease No. OCS-0807, dated effective May 1, 1960, from the United States of
     America, as Lessor, to Continental Oil Company, as Lessee, covering all of
     Block 218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing
     Map, Louisiana offshore operations,

                                       11

<PAGE>

     containing approximately 5,000 acres, more or less, INSOFAR AND ONLY
     INSOFAR as lease covers the NE/4 of Block 218, Eugene Island Area.

     Working Interest:         16.31945%
     Net Revenue Interest:   11.5161167%

     An undivided 65.27778% operating rights interest in and to the Oil and Gas
     Lease No. OCS-0807, dated effective May 1, 1960, from the United States of
     America, as Lessor, to Continental Oil Company, as Lessee, covering all of
     Block 218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing
     Map, Louisiana offshore operations, containing approximately 5,000 acres,
     more or less, INSOFAR AND ONLY INSOFAR as lease covers the NE/4 of Block
     218, Eugene Island Area, from the surface down to the stratigraphic
     equivalent of 13,097' true vertical depth, being 100' below the base of the
     "MI" sand identified at 12,997' true vertical depth as referenced in the
     original DIL log of Sandefer Offshore Operating Co.'s OCS-G 0978 Well No.
     4.

     Working Interest:       65.27778%
     Net Revenue Interest:   47.87037%

     An undivided 65.27778% operating rights interest in and to the Oil and Gas
     Lease No. OCS-0807, dated effective May 1, 1960, from the United States of
     America, as Lessor, to Continental Oil Company, as Lessee, covering all of
     Block 218, Eugene Island Area, Official Leasing Map La. No. 4, OCS Leasing
     Map, Louisiana offshore operations, containing approximately 5,000 acres,
     more or less, INSOFAR AND ONLY INSOFAR as lease covers the NE/4 of Block
     218, Eugene Island Area, from and including the stratigraphic equivalent of
     13,097' true vertical depth, as seen in the Sandifer Offshore Operating
     Co.'s OCS-G 0978 Well No. 4 down to the stratigraphic equivalent of 15,189'
     true vertical depth, being 100' below the total depth drilled in the NERCO
     Oil & Gas, Inc. OCS-G 0978 No. 4 Well.

     Working Interest:       65.27778%
     Net Revenue Interest:    48.9583%

Garden Banks 235

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 7454, dated effective October 1, 1984, from the United States of
     America, as Lessor, to Union Texas Petroleum Corporation, as Lessee,
     covering all of Block 235, Garden Banks Area, OCS Official Protraction
     Diagram, NG 15-2, containing approximately 5,760 acres, more or less.

     Working Interest:           100%
     Net Revenue Interest:   83.3333%

                                       12

<PAGE>

High Island 38

     An undivided 60% record title interest in and to the Oil and Gas Lease No.
     OCS-G 14878, dated effective December 1, 1994, from the United States of
     America, as Lessor, to The Louisiana land and Exploration Company and
     Nippon Oil Exploration U.S.A. Limited, as Lessees, covering all of Block
     38, High Island Area, East Addition, OCS Leasing Map, Texas Map No. 7A,
     containing approximately 5,760 acres, more or less.

     Working Interest:       60%
     Net Revenue Interest:   50%

South Pass 86

     An undivided 25% record title interest in and to the Oil and Gas Lease No.
     OCS-G 5687, dated effective July 1, 1983, from the United States of
     America, as Lessor, to Marathon Oil Company, Amerada Hess Corporation, The
     Louisiana Land and Exploration Company and OKC Limited Partnership, as
     Lessees, covering all of Block 86, South Pass Area, South and East
     Addition, OCS Leasing Map, Louisiana Map No. 9A, containing approximately
     5,000 acres, more or less

     Working Interest:            25%
     Net Revenue Interest:   20.8333%

South Timbalier 148 (E/2)

     An undivided 40.35% record title interest in and to the Oil and Gas Lease
     No. OCS-G 1960, dated effective February 1, 1970, from the United States of
     America, as Lessor, to Chevron Oil Company, as Lessee, covering the East
     1/2 of Block 148, South Timbalier Area, Official Leasing Map La. Map No. 6,
     containing approximately 2,500 acres, more or less.

     Working Interest:       40.350%
     Net Revenue Interest:   33.625%

     An undivided 40.35% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1960, dated effective February 1, 1970, from the United
     States of America, as Lessor, to Chevron Oil Company, as Lessee, covering
     the East 1/2 of Block 148, South Timbalier Area, Official Leasing Map La.
     Map No. 6, containing approximately 2,500 acres, more or less, INSOFAR AND
     ONLY INSOFAR as lease covers the W/2 SE/4; NW/4 SE/4 SE/4; S/2 SE/4 SE/4;
     and SW/4 NE/4 SE/4 Block 148, South Timbalier Area, from the surface to
     25,000 feet subsurface.

     Working Interest:       40.350%
     Net Revenue Interest:   33.625%

                                       13

<PAGE>

South Timbalier 184

     An undivided 52.54443% record title interest in and to the Oil and Gas
     Lease No. OCS-G 1568, dated effective July 1, 1967, from the United States
     of America, as Lessor, to Cities Service Oil Company, Atlantic Richfield
     Company and Continental Oil Company, as Lessees, covering all of Block 184,
     South Timbalier Area, Official Leasing Map La. Map No. 6, containing
     approximately 5,000 acres, more or less, INSOFAR AND ONLY INSOFAR as lease
     covers the NW/4 Block 148 South Timbalier Area.

     Working Interest:       52.54443%
     Net Revenue Interest:   39.40832%

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS-G 1568, dated effective July 1, 1967, from the United States of
     America, as Lessor, to Cities Service Oil Company, Atlantic Richfield
     Company and Continental Oil Company, as Lessees, covering all of Block 184,
     South Timbalier Area, Official Leasing Map La. Map No. 6, containing
     approximately 5,000 acres, more or less, INSOFAR AND ONLY INSOFAR as lease
     covers the NE/4 and S/2 Block 184, South Timbalier Area.

     Working Interest:        500%
     Net Revenue Interest:   37.5%

     An undivided 52.54443% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1568, dated effective July 1, 1967, from the United States
     of America, as Lessor, to Cities Service Oil Company, Atlantic Richfield
     Company and Continental Oil Company, as Lessees, covering all of Block 184,
     South Timbalier Area, Official Leasing Map La. Map No. 6, containing
     approximately 5,000 acres, more or less, INSOFAR AND ONLY INSOFAR as lease
     covers the NW/4 Block 184 South Timbalier Area, covering those depths below
     13,600' true vertical depth.

     Working Interest:       52.54443%
     Net Revenue Interest:   39.40832%

South Timbalier 185

     An undivided 48.71003% record title interest in and to the Oil and Gas
     Lease No. OCS-G 1569, dated effective July 1, 1967, from the United States
     of America, as Lessor, to Sinclair Oil & Gas Company and Skelly Oil
     Company, as Lessees, covering all of Block 185, South Timbalier Area,
     Official Leasing Map La. Map No. 6, containing approximately 5,000 acres,
     more or less, INSOFAR AND ONLY INSOFAR as lease covers the NE/4 Block 185
     South Timbalier Area.

     Working Interest:       48.71003%
     Net Revenue Interest:   40.60855%

     An undivided 29.31372% record title interest in and to the Oil and Gas
     Lease No. OCS-G 1569, dated effective July 1, 1967, from the United States
     of America, as Lessor, to

                                       14

<PAGE>

     Sinclair Oil & Gas Company and Skelly Oil Company, as Lessees, covering all
     of Block 185, South Timbalier Area, Official Leasing Map La. Map No. 6,
     containing approximately 5,000 acres, more or less, INSOFAR AND ONLY
     INSOFAR as lease covers the NW/4; S/2 Block 185 South Timbalier Area.

     Working Interest:       29.31372%
     Net Revenue Interest:   25.40520%

     An undivided 48.71003% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1569, dated effective July 1, 1967, from the United States
     of America, as Lessor, to Sinclair Oil & Gas Company and Skelly Oil
     Company, as Lessees, covering all of Block 185, South Timbalier Area,
     Official Leasing Map La. Map No. 6, containing approximately 5,000 acres,
     more or less, INSOFAR AND ONLY INSOFAR as lease covers the NE/4 Block 185
     South Timbalier Area as to those depths below 13,600 feet true vertical
     depth.

     Working Interest:       48.71003%
     Net Revenue Interest:   40.60854%

     An undivided 29.31372% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1569, dated effective July 1, 1967, from the United States
     of America, as Lessor, to Sinclair Oil & Gas Company and Skelly Oil
     Company, as Lessees, covering all of Block 185, South Timbalier Area,
     Official Leasing Map La. Map No. 6, containing approximately 5,000 acres,
     more or less, INSOFAR AND ONLY INSOFAR as lease covers the NW/4; S/2 Block
     185 South Timbalier Area as to those depths below 13,600 feet true vertical
     depth.

     Working Interest:       29.31372%
     Net Revenue Interest:   25.40520%

South Timbalier 190

     An undivided 43.35% record title interest in and to the Oil and Gas Lease
     No. OCS-G 1261, dated effective June 1, 1962, from the United States of
     America, as Lessor, to California Oil Company, as Lessee, covering all of
     Block 190, South Timbalier Area, Official Leasing Map La. Map No. 6, Outer
     Continental Shelf Leasing Map, Louisiana Offshore Operations, containing
     approximately 5,000 acres, more or less.

     Working Interest:        43.35%
     Net Revenue Interest:   36.125%

     An undivided 43.35% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1261, dated effective June 1, 1962, from the United States
     of America, as Lessor, to California Oil Company, as Lessee, covering all
     of Block 190, South Timbalier Area, Official Leasing Map La. Map No. 6,
     Outer Continental Shelf Leasing Map, Louisiana Offshore Operations,
     containing approximately 5,000 acres, more or less, INSOFAR

                                       15

<PAGE>

     AND ONLY INSOFAR as lease covers the S/2 SE/4 from surface of the earth
     down to 25,000 feet subsurface.

     Working Interest:        43.35%
     Net Revenue Interest:   36.125%

South Timbalier 203

     An undivided 35.475% record title interest in and to the Oil and Gas Lease
     No. OCS-G 1269, dated effective June 1, 1962, from the United States of
     America, as Lessor, to California Oil Company, as Lessee, covering all of
     Block 203, South Timbalier Area, Official Leasing Map La. Map No. 6, Outer
     Continental Shelf Leasing Map, Louisiana Offshore Operations, containing
     approximately 5,000 acres, more or less.

     Working Interest:       35.4750%
     Net Revenue Interest:   27.6125%

     An undivided 43.35% operating rights interest in and to the Oil and Gas
     Lease No. OCS-G 1269, dated effective June 1, 1962, from the United States
     of America, as Lessor, to California Oil Company, as Lessee, covering all
     of Block 190, South Timbalier Area, Official Leasing Map La. Map No. 6,
     Outer Continental Shelf Leasing Map, Louisiana Offshore Operations,
     containing approximately 5,000 acres, more or less, INSOFAR AND ONLY
     INSOFAR as lease covers the N/2 NE/4 NE/4 Block 203, South Timbalier Area,
     from the top of the 7,100' Sand to the base of the 8,600' Sand appearing
     between Induction Electric Log measured depths of 7,490' and 8,933' in the
     Chevron Oil Company OCS-G 1261 Well No. 2 located on Block 190, South
     Timbalier Area.

     Working Interest:       43.350%
     Net Revenue Interest:   36.125%

Green Canyon 89

     An undivided 17% record title interest in and to the Oil and Gas Lease No.
     OCS-G 15540, dated effective July 1, 1995, from the United States of
     America, as Lessor, to Shell Offshore Inc, as Lessee, covering all of Block
     89, Green Canyon Area, OCS Official Protraction Diagram, NG 15-3,
     containing approximately 5,760 acres, more or less.

     Working Interest:           17%
     Net Revenue Interest:   14.167%

High Island A-568

     An undivided 16.6666% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2716, dated effective July 1, 1974, from the United States of
     America, as Lessor, to

                                       16

<PAGE>

     Marathon Oil Company, The Louisiana Land and Exploration Company, Louisiana
     Land Offshore Exploration Company, Inc., Amerada Hess Corporation and Texas
     Eastern Exploration Co., as Lessees, covering all of Block A-568, High
     Island Area, South Addition, OCS Official Leasing Map, Texas Map No. 7B,
     containing approximately 5,760 acres, more or less.

     Working Interest:       16.6666%
     Net Revenue Interest:   13.8889%

South Marsh Island 28 and 29

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 9536, dated effective June 1, 1988, from the United States of
     America, as Lessor, to Union Texas Petroleum Corporation, as Lessee,
     covering all of Block 28, South Marsh Island Area, OCS Leasing Map,
     Louisiana Map No. 3A, containing approximately 5,251.85 acres, more or
     less.

     Working Interest:            100%*
     Net Revenue Interest:   82.58333%

     *Subject to that certain Joint Development Agreement dated July 15, 1997
     between The Louisiana Land and Exploration Company and Taylor Energy
     covering certain reservoirs in the S/2 S/2 Block 28, South Marsh Island and
     the N/2 N/2 Block 29, South Marsh Island. Said agreement provides for 65%
     working interest and 53.4167% net revenue interest in the S/2 S/2 Block 28
     and the N/2 N/2 Block 29 South Marsh Island Area.

Vermilion 404

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS-G 8678, dated effective July 1, 1987, from the United States of
     America, as Lessor, to Agip Petroleum Co., Inc. (25%), MOBIL OIL
     EXPLORATION & PRODUCING SOUTHEAST INC. ("MOEPSI") (50%) and Union Texas
     Petroleum Corporation (25%), as Lessees, covering all of Block 404,
     Vermilion Area, South Addition, OCS Leasing Map, Louisiana Map No. 3B,
     containing approximately 5,000 acres, more or less.

     Working Interest:            50%
     Net Revenue Interest:   39.1667%

Vermilion 412

     An undivided 50% record title interest in and to the Oil and Gas Lease No.
     OCS-G 6685, dated effective June 1, 1984, from the United States of
     America, as Lessor, to Agip Petroleum Co., Inc., MOBIL OIL EXPLORATION &
     PRODUCING SOUTHEAST INC. ("MOEPSI") and Union Texas Petroleum Corporation,
     as Lessees, covering all of

                                       17

<PAGE>

     Block 412, Vermilion Area, South Addition, OCS Leasing Map, Louisiana Map
     No. 3B, containing approximately 5,000 acres, more or less.

     Working Interest:            50%
     Net Revenue Interest:   39.1667%

West Cameron 606

     An undivided 70.96774% record title interest in and to the Oil and Gas
     Lease No. OCS-G 2232, dated effective February 1, 1973, from the United
     States of America, as Lessor, to Signal Oil and Gas Company, Louisiana Land
     Offshore Exploration Company, Inc., Amerada Hess Corporation, Marathon Oil
     Company and Texas Eastern Exploration Co, as Lessees, covering all of Block
     606, West Cameron Area, South Addition, Official Leasing Map, Louisiana Map
     No. 1B, containing approximately 5,000 acres, more or less.

     Working Interest:       70.9677%
     Net Revenue Interest:   59.1398%

West Cameron 620

     An undivided 66.67% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2234, dated effective February 1, 1973, from the United States of
     America, as Lessor, to Louisiana Land Offshore Exploration Company, Inc.,
     Marathon Oil Company and Texas Eastern Exploration Co., as Lessees,
     covering all of Block 620, West Cameron Area, South Addition, Official
     Leasing Map, Louisiana Map No. 1B, containing approximately 5,000 acres,
     more or less.

     Working Interest:       66.6700%
     Net Revenue Interest:   55.5583%

West Cameron 661

     An undivided 100% record title interest in and to the Oil and Gas Lease No.
     OCS-G 16224, dated effective August 1, 1962, from the United States of
     America, as Lessor, to The Louisiana Land and Exploration Company, as
     Lessee, covering all of Block 661, West Cameron Area, South Addition, OCS
     Leasing Map, Louisiana Map No. 1B, containing approximately 5,000 acres,
     more or less.

     Working Interest:           100%*
     Net Revenue Interest:   83.3333%

     *Subject to that certain Farmout Agreement dated April 30, 2001, between
     The Louisiana Land and Exploration Company and Tarpon Operating and
     Devlopment, L.L.C., covering all of the OCS-G 16224 lease from the surface
     to 9,500'.

                                       18

<PAGE>

     Working Interest:         -0-%
     Net Revenue Interest:   8.333% BPO

III. Property Descriptions for Properties to be mortgaged by Offshore Energy III
     LLC:

High Island A-568

     An undivided 16.6666% record title interest in and to the Oil and Gas Lease
     No. OCS-G 2716, dated effective July 1, 1974, from the United States of
     America, as Lessor, to Marathon Oil Company, The Louisiana Land and
     Exploration Company, Louisiana Land Offshore Exploration Company, Inc.,
     Amerada Hess Corporation and Texas Eastern Exploration Co., as Lessees,
     covering all of Block A-568, High Island Area, South Addition, OCS Official
     Leasing Map, Texas Map No. 7B, containing approximately 5,760 acres, more
     or less.

     Working Interest:       16.6666%
     Net Revenue Interest:   13.8889%

                                       19

<PAGE>

                                   EXHIBIT "B"
          Property Descriptions for Borrower Supplemental Real Property

1.   West Cameron 610

     An undivided 50.00% record title interest in and to the (1) Oil and Gas
     Lease No. OCS-G 16216, dated effective July 1, 1996, from the United States
     of America, as Lessor, to Chieftain International (U.S.) Inc., Cairn Energy
     USA, Inc. and Enserch Exploration, Inc., as Lessees, covering all of Block
     610, West Cameron Area, South Addition, OCS Leasing Map, Louisiana Map No.
     1B, containing approximately 5,000 acres, more or less; and (2) Right of
     Use and Easement No. OCS-G 23558 for the purposes of producing wells and
     processing production from the West Cameron Block 610 Lease No. OCS-G
     16216, being the West Cameron 616 "A" Platform, MMS Platform ID No. 265-1
     and located approximately 4,555' FNL and 1,402' FWL of West Cameron Block
     616, Offshore, Louisiana.

     Working Interest:       50.0000%
     Net Revenue Interest:   40.7290%

2.   Eugene Island 397 Unit

     An undivided 50.00% record title interest in and to the Oil and Gas Lease
     No. OCS-G 15271, dated effective September 1, 1995, from the United States
     of America, as Lessor, to Cairn Energy USA, Inc. and Enserch Exploration,
     Inc., as Lessees, covering all of Block 397, Eugene Island Area, South
     Addition, OCS Leasing Map, Louisiana Map No. 4A, containing approximately
     5,000 acres, more or less;

     An undivided 50.00% record title interest in and to the Oil and Gas Lease
     No. OCS-G 16673, dated effective September 1, 1996, from the United States
     of America, as Lessor, to Chieftain International (U.S.) Inc., Cairn Energy
     USA, Inc. and Enserch Exploration, Inc., as Lessees, covering all of Block
     4, Green Canyon Area, OCS Official Protraction Diagram, NG 15-3, containing
     approximately 717.22 acres, more or less;

     An undivided 50.00% record title interest in and to the Oil and Gas Lease
     No. OCS-G 16680, dated effective June 1, 1996, from the United States of
     America, as Lessor, to Chieftain International (U.S.) Inc., Cairn Energy
     USA, Inc. and Enserch Exploration, Inc., as Lessees, covering all of Block
     48, Green Canyon Area, OCS Official Protraction Diagram, NG 15-3,
     containing approximately 5,760.00 acres, more or less.

     Working Interest:       50.0000%
     Net Revenue Interest:   41.1667%

<PAGE>

3.   Ship Shoal 177

     An undivided 50.00% record title interest in and to the Oil and Gas Lease
     No. OCS 0590, dated effective September 1, 1955, from the United States of
     America, as Lessor, to The Texas Co. and Stanolind Oil and Gas Co., as
     Lessees, covering all of Block 177, Ship Shoal Area, as shown on Official
     Leasing Map, Louisiana Map No. 5, Outer Continental Shelf Leasing Map
     (Louisiana Offshore Operations), containing approximately 5,000 acres, more
     or less.

     Working Interest:       50.0000%
     Net Revenue Interest:   41.6667%

                                       2

