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:
""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."
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(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
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$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
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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
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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
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
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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
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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]
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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
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
BANK ONE, NA (Main Office - Chicago),
as Lender
By: /s/ Thomas Okamoto
---------------------------------
Name: Thomas E. Okamoto
Title: Associate Director
S-3
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
BANK OF SCOTLAND, as Lender
By: /s/ Joseph Fratus
---------------------------------
Name: Joseph Fratus
Title: First Vice President
S-5
BMO NESBITT BURNS FINANCING, INC.,
as Lender
By: /s/ James B. Whitmore
---------------------------------
Name: James B. Whitmore
Title: Managing Director
S-6
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
ROYAL BANK OF CANADA,
as Lender
By: /s/ Lorne Gartner
---------------------------------
Name: Lorne Gartner
Title: Vice President
S-8
UNION BANK OF CALIFORNIA, N.A.,
as Exiting Lender
By: /s/ Damien Melburger
---------------------------------
Name: Damien Melburger
Title: Senior Vice President
S-9
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
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
SCHEDULE 3
LENDERS SCHEDULE
Portion of Portion of
Percentage Commitment Facility
Share Amount Amount
----------- --------------- --------------
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
SCHEDULE 3
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
Lending Office for Eurodollar Loans:
Same.
2
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%
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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%
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