Exhibit 10.15(b)
 EXECUTION VERSION
 2010
 ENDEAVOUR INTERNATIONAL CORPORATION
 BNP PARIBAS
BANK OF SCOTLAND PLC
 
 AMENDMENT AND RESTATEMENT




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THIS AGREEMENT
 (1)
    
    ENDEAVOUR INTERNATIONAL CORPORATION(the Company);(2)
    
    THE AFFILIATES OF THE COMPANYlisted in Part I (Obligors) of Schedule 1 (Parties);(3)
    
    BNP PARIBAS; and(5)
    
    BANK OF SCOTLAND PLC.
 IT IS AGREED
 1.
    
    GENERAL1.1
    
    DefinitionsTerms defined in the Restated Intercreditor Agreement (whether expressly or by
incorporation) shall, unless otherwise defined in this Agreement or unless a contrary
intention appears, have the same meaning when used in this Agreement. In addition, in this
Agreement:Intercreditor Agreementmeans the intercreditor agreement dated 31 October 2006 between,
among others, the Company and BNP Paribas (in various capacities) (as amended and restated
from time to time).New Obligormeans each of Endeavour North Sea Limited. Endeavour North Sea, L.P. and
Endeavour North Sea LLC.Restated Intercreditor Agreementmeans the Intercreditor Agreement as amended and restated
in the form set out in Schedule 3 (Form of Intercreditor Agreement) to this Agreement.Restated Second Lien Credit Agreementmeans the Second Lien Credit Agreement as amended
and restated in the form set out in Schedule 2 (Form of Second Lien Agreement) to this
Agreement.Second Lien Credit Agreementmeans the credit agreement dated 22 January 2008 between,
among others, the Company, Bank of Scotland plc (in various capacities) and BNP Paribas (in
various capacities) (as amended and restated from time to time).1.2
    
    DesignationEach of the Company and the Second Lien Agent hereby designates this Agreement as a Finance
Document for the purposes of (and as defined in) the Restated Second Lien Credit Agreement.1.3
    
    CounterpartsThis Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.2.
    
    AMENDMENT AND RESTATEMENT OF SECOND LIEN CREDIT AGREEMENT2.1
    
    AmendmentOn and from the date of this Agreement:
 2.1.1
    
    the Second Lien Credit Agreement shall be amended and restated so that it
shall be read and construed for all purposes as set out in Schedule 2 (Form of Restated
Second Lien Credit Agreement) to this Agreement; and




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2.1.2
    
    the Finance Documents shall be read and construed as if all references therein
to the Second Lien Credit Agreement are references to the Restated Second Lien Credit
Agreement as modified from time to time.
 Each of the New Obligors hereby agrees to be a party to, and to be bound by the terms of,
the Restated Second Lien Credit Agreement in the relevant capacity(ies) in which it is
expressed to be a party thereto.2.2
    
    Continuing effectThe provisions of the Second Lien Credit Agreement shall, save as amended hereby, continue
in full force and effect.3.
    
    INTERCREDITOR AGREEMENT3.1
    
    AmendmentThe Security Trustee confirms, pursuant to clause 8.3 of the Intercreditor Agreement that
the Intercreditor Agreement shall be amended on the date of this Agreement such that it
shall be read and construed for all purposes as set out in Schedule 3 (Form of Restated
Intercreditor Agreement).3.2
    
    Consent
 3.2.1
    
    The Security Trustee confirms that the relevant quorum of the Secured
Creditors has consented to the amendments to the Intercreditor Agreement that are
effected pursuant to Clause 3.1 (Amendment).3.2.2
    
    To the extent that such consent is required under the Intercreditor Agreement,
each of the parties to this Agreement confirms to the Security Trustee that it consents
to the amendments to the Intercreditor Agreement that are effected pursuant to Clause
3.1 (Amendment).
 4.
    
    GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or in connection with it
are governed by English law.
 This Agreement has been entered into on the date stated at the beginning of this Agreement.
 SIGNATORIES
 SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR INTERNATIONAL
    
    
    )CORPORATION
    
    
    )




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SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR OPERATING
    
    
    )CORPORATION
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR ENERGY
    
    
    )NEW VENTURES INC.
    
    
    )COMPANY
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )END MANAGEMENT COMPANY
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR ENERGY NORTH SEA, L.P.
    
    
    )




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SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR ENERGY NORTH SEA LLC
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR INTERNATIONAL
    
    
    )HOLDING B.V.
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR ENERGY
    
    
    )NETHERLANDS B.V.
    
    
    )SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )by ENDEAVOUR ENERGY UK LIMITED
    
    
    ))




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SIGNEDby
    
    
    )
    
    
    /s/ J. Michael Kirksey)for and on behalf of
    
    
    )ENDEAVOUR NORTH SEA LIMITED
    
    
    ))SIGNEDby
    
    
    )
    
    
    /s/ Aurelie Guth)for and on behalf of
    
    
    )BANK OF SCOTLAND PLC
    
    
    )SIGNEDby
    
    
    ))
    
    
    /s/ Remi Collonges-Duflouleurfor and on behalf of
    
    
    )BNP PARIBAS
    
    
    )




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SCHEDULE 1
 PARTIES
 Obligors
 Registration number (orName of Obligor
    
    equivalent, if any)
    
    Jurisdiction of incorporationEndeavour International Corporation
    
    C897-2000
    
    Nevada, U.S.A.Endeavour Operating Corporation
    
    3737839
    
    Delaware, U.S.A.Endeavour Energy New Ventures Inc.
(formerly, END Operating Management
Company)
    
    3900636
    
    Delaware, U.S.A.END Management Company
    
    3900274
    
    Delaware, U.S.A.Endeavour Energy North Sea, L.P.
    
    4591023
    
    Delaware, U.S.A.Endeavour Energy North Sea LLC
    
    4621624
    
    Delaware, U.S.AEndeavour International Holding B.V.
    
    34229293
    
    NetherlandsEndeavour Energy Netherlands B.V.
    
    34229296
    
    NetherlandsEndeavour Energy UK Limited
    
    5030838
    
    England and WalesEndeavour North Sea Limited
    
    3518803
    
    England and Wales




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SCHEDULE 2
 FORM OF RESTATED SECOND LIEN CREDIT AGREEMENT
 SCHEDULE 2
 FORM OF RESTATED SECOND LIEN CREDIT AGREEMENT
 22 JANUARY 2008
 ENDEAVOUR INTERNATIONAL CORPORATION
  BANK OF SCOTLAND PLC
 
 $25,000,000
JUNIOR FACILITY AGREEMENT
as amended and restated on 5 February 2010




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TABLE OF CONTENTS
 Clause
    
    Headings
    
    Page1.
    
    DEFINITIONS AND INTERPRETATION
    
    
    12.
    
    THE FACILITY
    
    
    133.
    
    PURPOSE
    
    
    144.
    
    CONDITIONS OF UTILISATION
    
    
    145.
    
    UTILISATION
    
    
    146.
    
    OPTIONAL CURRENCY
    
    
    157.
    
    REPAYMENT
    
    
    178.
    
    PREPAYMENT AND CANCELLATION
    
    
    189.
    
    INTEREST
    
    
    2110.
    
    INTEREST PERIODS
    
    
    2211.
    
    CHANGES TO THE CALCULATION OF INTEREST
    
    
    2312.
    
    FEES
    
    
    2413.
    
    TAX GROSS UP AND INDEMNITIES
    
    
    2514.
    
    INCREASED COSTS
    
    
    3015.
    
    OTHER INDEMNITIES
    
    
    3116.
    
    MITIGATION BY THE LENDERS
    
    
    3317.
    
    COSTS AND EXPENSES
    
    
    3318.
    
    GUARANTEE AND INDEMNITY
    
    
    3419.
    
    REPRESENTATIONS
    
    
    3720.
    
    INFORMATION UNDERTAKINGS
    
    
    4321.
    
    GENERAL UNDERTAKINGS
    
    
    4822.
    
    FINANCIAL COVENANTS
    
    
    6023.
    
    EVENTS OF DEFAULT
    
    
    6424.
    
    CHANGES TO THE LENDERS
    
    
    6825.
    
    CHANGES TO THE OBLIGORS
    
    
    7226.
    
    ROLE OF THE ADMINISTRATIVE FINANCE PARTIES
    
    
    7527.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIES
    
    
    8028.
    
    SHARING AMONG THE FINANCE PARTIES
    
    
    8129.
    
    PAYMENT MECHANICS
    
    
    8230.
    
    SET-OFF
    
    
    8431.
    
    NOTICES
    
    
    8432.
    
    CALCULATIONS AND CERTIFICATES
    
    
    8633.
    
    PARTIAL INVALIDITY
    
    
    8634.
    
    REMEDIES AND WAIVERS
    
    
    8635.
    
    AMENDMENTS AND WAIVERS
    
    
    8736.
    
    CONFIDENTIALITY
    
    
    88




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Clause
    
    Headings
    
    Page37.
    
    COUNTERPARTS
    
    
    9138.
    
    GOVERNING LAW
    
    
    9239.
    
    ENFORCEMENT
    
    
    92SCHEDULE 1 THE ORIGINAL OBLIGORS
    
    
    93SCHEDULE 2 THE ORIGINAL LENDERS
    
    
    95SCHEDULE 3 CONDITIONS PRECEDENT
    
    
    96SCHEDULE 4 REQUESTS
    
    
    101SCHEDULE 5 MANDATORY COST FORMULAE
    
    
    112SCHEDULE 6 FORM OF TRANSFER CERTIFICATE
    
    
    115SCHEDULE 7 FORM OF ASSIGNMENT AGREEMENT
    
    
    118SCHEDULE 8 FORM OF ACCESSION LETTER
    
    
    121SCHEDULE 9 CORPORATE ORGANISATION CHART
    
    
    123
 THIS AGREEMENT
 BETWEEN:
 (1)
    
    ENDEAVOUR INTERNATIONAL CORPORATION(a corporation incorporated under the laws of the State
of Nevada whose principal place of business is 1000 Main Street, Suite 3300, Houston, Texas,
77002, USA) (the Company);(2)
    
    THE AFFILIATESof the Company listed in Part I (The Original Borrowers) of Schedule 1 (The
Original Obligors) as original borrowers (the Original Borrowers);(3)
    
    THE AFFILIATESof the Company listed in Part II (The Original Guarantors) of Schedule 1 (The
Original Obligors) as original guarantors (together with the Company, the Original
Guarantors);(4)
    
    BANK OF SCOTLAND PLCas Mandated Lead Arranger, Technical Bank, Original Lender and Agent;
and(5)
    
    BNP PARIBASas Security Trustee.
 IT IS AGREED
 5.
    
    DEFINITIONS AND INTERPRETATION5.1
    
    DefinitionsIn this Agreement:Abandonment Datemeans, in relation to each Borrowing Base Asset, the date on which it is
assumed that production of Petroleum from that Borrowing Base Asset will no longer be
commercially viable and the operation of such Borrowing Base Asset will cease for economic
reasons.Accession Lettermeans a document substantially in the form set out in Schedule 7 (Form of
Accession Letter).Acquisition Agreementmeans the Agreement dated 26th May 2006 between Paladin Resources
Limited (1) Endeavour Energy UK Limited (2) and Endeavour International




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Corporation (3) granting put and call options over the entire issued share capital of
Endeavour North Sea (formerly, Talisman Expro Limited).Additional Borrowermeans a company which becomes an Additional Borrower in accordance
with Clause 29 (Changes to the Obligors).Additional Cost Ratehas the meaning given to it in Schedule 5 (Mandatory Cost formulae).Additional Financinghas the meaning given to it in Clause 12.3 (Mandatory prepayment).Additional Guarantormeans a company which becomes an Additional Guarantor in accordance
with Clause 29 (Changes to the Obligors).Additional Obligormeans an Additional Borrower or an Additional Guarantor.Administrative Finance Partiesmeans each of the Mandated Lead Arranger, the Technical
Bank, the Agent and the Security Trustee.Affiliatemeans, in relation to any person, a Subsidiary of that person or a Holding
Company of that person or any other Subsidiary of that Holding Company.Agentmeans Bank of Scotland plc in its capacity as agent for the other Finance Parties or
any other person that replaces it in such capacity in accordance with this Agreement.Agents Spot Rate of Exchangemeans, in relation to any date, the Agents spot rate of
exchange for the purchase of the relevant currency with dollars in the London foreign
exchange market at or about 11.00 a.m. on the second Business Day prior to that date.Aggregate Commitmentsmeans the sum of the Lenders Commitments.Amendment Effective Datemeans the date on which the amendment and restatement of this
Agreement takes effect pursuant to an amendment and restatement agreement dated 5 February
2010.Assignment Agreementmeans an agreement substantially in the form set out in Schedule 7
(Form of Assignment Agreement) or any other form agreed between the relevant assignor and
assignee.Authorisationmeans an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.Availability Periodmeans the period from and including the Amendment Effective Date to
and including the date falling 30 days prior to the Final Maturity Date.Available Commitmentmeans a Lenders Commitment minus:
 (A)
    
    the Dollar Amount of its participation in any outstanding Loans; and(B)
    
    in relation to any proposed Loan, the Dollar Amount of its participation in any
Loans that are due to be made on or before the proposed Utilisation Date.
 Borrowermeans an Original Borrower or an Additional Borrower.Borrower Groupmeans (i) Endeavour International Holding and its Subsidiaries for the time
being other than any Non-Recourse Subsidiary and (ii) Endeavour Operating Corporation.Borrowing Base Assethas the meaning given in the First Lien Credit Agreement.Break Costsmeans the amount (if any) by which:
 (A)
    
    the interest which a Lender should have received for the period from the date
of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last
day of the




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current Interest Period in respect of that Loan or Unpaid Sum, had the principal
amount or Unpaid Sum received been paid on the last day of that Interest Period;
 exceeds:
 (B)
    
    the amount which that Lender would be able to obtain by placing an amount equal
to the principal amount or Unpaid Sum received by it on deposit with a leading bank in
the London interbank market for a period starting on the Business Day following receipt
or recovery and ending on the last day of the current Interest Period.
 Business Daymeans a day (other than a Saturday or Sunday or bank holiday) on which banks
are open for general business in London and, in relation to any date for the payment or
purchase of dollars, New York City.Commitmentmeans:
 (A)
    
    in relation to the Original Lender the amount (in dollars) set opposite its
name under the heading Commitment in the table set out in Schedule 2 (The Original
Lender); and(B)
    
    in relation to any other Lender, the amount of any Commitment transferred to it
under this Agreement,
 in each case, to the extent not cancelled, reduced or transferred by it under this
Agreement.Confidential Informationmeans all information relating to the Company, any Obligor, the
Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its
capacity as, or for the purpose of becoming, a Finance Party or which is received by a
Finance Party in relation to, or for the purpose of becoming a Finance Party under, the
Finance Documents or the Facility from either:
 (A)
    
    any member of the Group or any of its advisers; or(B)
    
    another Finance Party, if the information was obtained by that Finance Party
directly or indirectly from any member of the Group or any of its advisers,
 in whatever form, and includes information given orally and any document, electronic file or
any other way of representing or recording information which contains or is derived or
copied from such information but excludes information that:
 (i)
    
    is or becomes public information other than as a direct or indirect result of
any breach by that Finance Party of Clause 30.13 (Confidentiality); or(ii)
    
    is identified in writing at the time of delivery as non-confidential by any
member of the Group or any of its advisers; or(iii)
    
    is known by that Finance Party before the date the information is disclosed to
it in accordance with paragraphs (A) or (B) above or is lawfully obtained by that
Finance Party after that date, from a source which is, as far as that Finance Party is
aware, unconnected with the Group and which, in either case, as far as that Finance
Party is aware, has not been obtained in breach of, and is not otherwise subject to,
any obligation of confidentiality.
 Confidentiality Undertakingmeans a confidentiality undertaking substantially in a form
from time to time recommended by the LMA or in any other form agreed between the Company and
the Agent.Coverage Ratiohas the meaning given in Clause 26.7 (Reserves Value).CTAmeans the Corporation Tax Act 2009.




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Defaultmeans Event of Default or Potential Event of Default.Disruption Eventmeans either or both of:
 (A)
    
    a material disruption to those payment or communications systems or to those
financial markets which are, in each case, required to operate in order for payments to
be made in connection with the Facility (or otherwise in order for the transactions
contemplated by the Finance Documents to be carried out) which disruption is not caused
by, and is beyond the control of, any of the Parties; or(B)
    
    the occurrence of any other event which results in a disruption (of a technical
or systems-related nature) to the treasury or payments operations of a Party preventing
that, or any other Party;
 (i)
    
    from performing its payment obligations under the Finance
Documents; or(ii)
    
    from communicating with other Parties in accordance with the
terms of the Finance Documents,
 (and which (in either such case)) is not caused by, and is beyond the control of,
the Party whose operations are disrupted.
 Dollar Amountmeans:
 (A)
    
    in relation to a proposed Loan or Loan denominated in dollars, the amount of
that proposed Loan or (as the case may be) Loan;(B)
    
    in relation to a proposed Loan or Loan denominated in sterling, the amount of
that proposed Loan, or (as the case may be) Loan, converted into dollars at the Agents
Spot Rate of Exchange on the most recent valuation date (where valuation date means
(i) the date which is three Business Days before the Utilisation Date for that Loan or,
if later, the date the Agent receives the Utilisation Request for that Loan and (ii)
any other date nominated by the Agent (acting reasonably)).
 Due Diligence Reportmeans the due diligence report from Ashurst referred to in, and
delivered to the finance parties under the First Lien Credit Agreement pursuant to, the
First Lien Credit Agreement.Dutch Borrowermeans any Borrower which is incorporated in The Netherlands.Dutch Obligormeans any Obligor which is incorporated in The Netherlands.Effective Datemeans the date on which the Agent issues a notice to the Company and the
Lenders under Clause 8.1 (Initial conditions precedent).Endeavour International Holdingmeans Endeavour International Holding B.V., a private
company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated in The Netherlands having its corporate seat at Amsterdam, The Netherlands and
its registered address at Teleportboulevard 140, 1043 EJ, Amsterdam, The Netherlands.Endeavour North Seameans Endeavour North Sea Limited (formerly, Talisman Expro Limited),
a company incorporated in England and Wales (Registered No. 03518803).Endeavour Operating Corporationmeans Endeavour Operating Corporation, a Delaware
corporation with corporate registration number 3737839 and whose registered office is at
1000 West Street, 17th Floor, Wilmington, Delaware.Environmental Claimsmeans any claim by any person in connection with (i) a breach, or
alleged breach, of an Environmental Law; (ii) any accident, fire, explosion or other event
of any




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type involving an emission or substance which is capable of causing harm to any living
organism or the environment; or (iii) any other environmental contamination.Environmental Lawsmeans any law or regulation concerning (i) the protection of health and
safety; (ii) the environment; or (iii) any emission or substance which is capable of causing
harm to any living organism or the environment.Environmental Licencemeans all Authorisations required by any Environmental Law for the
ownership of an interest in, or the operation or development of, any Petroleum Asset.Equivalent Field Documentmeans, to the extent that any member of the Group is permitted
to enter into the same under the Finance Documents, in relation to any Petroleum Asset that
is not a Borrowing Base Asset:
 (A)
    
    each joint operating agreement and/or unitisation and unit operating agreement
relating thereto, each agreement relating to the transportation, processing and/or
storage of production therefrom and each agreement for the sale or marketing of
production therefrom and each other major agreement relating to that Petroleum Asset
and/or Petroleum produced therefrom;(B)
    
    any Authorisation required for the lawful exploitation, development or
operation of that Petroleum Asset or the production, transportation or sale of
Petroleum therefrom (and including, without limitation, any Petroleum production
licence);(C)
    
    any development plan approved by any relevant operating committee and/or any
appropriate governmental or other regulatory authority relating to that Petroleum
Asset;(D)
    
    any documents relating to the acquisition by any member of the Group of any
interests in that Petroleum Asset or of any entity holding the interest in that
Petroleum Asset; and(E)
    
    any other document designated as such by the Company and the Agent.
 Event of Defaultmeans any event or circumstance specified as such in Clause 27 (Events of
Default).Facilitymeans the term loan credit facility described in Clause 6.1 (Facility).Facility Officemeans the office or offices notified by a Lender to the Agent in writing
on or before the date it becomes a Lender (or, following that date, by not less than five
Business Days written notice) as the office or offices through which it will perform its
obligations under this Agreement.Fee Lettermeans each of:
 (A)
    
    any letter dated on or about the Amendment Effective Date between (i) all or
any of the Obligors and (ii) all or any of the Administrative Finance Parties relating
to the payment of fees by the Obligors (or any of them) to any such Administrative
Finance Party(ies); and(B)
    
    any other letter designated as such by the Agent and the Company.
 Final Maturity Datemeans the date falling 365 days after the Effective Date.Finance Documentmeans:
 (A)
    
    this Agreement;(B)
    
    any Security Document;(C)
    
    any Fee Letter;(D)
    
    any Transfer Certificate;




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(E)
    
    any Accession Letter;(F)
    
    any other Accession Instrument;(G)
    
    the Intercreditor Agreement; and(H)
    
    any other document designated as such by the Company and the Agent.
 Finance Partymeans each of the Lenders, the Mandated Lead Arranger, the Technical Bank,
the Security Trustee and the Agent.Financial Indebtednessmeans, at the relevant date, any indebtedness for or in respect of:
 (A)
    
    moneys borrowed;(B)
    
    any acceptance credit;(C)
    
    any bond, note, debenture, loan stock, or other similar instrument;(D)
    
    any redeemable preference share;(E)
    
    any finance or capital lease;(F)
    
    receivables sold or discounted (otherwise than on a non-recourse basis);(G)
    
    the acquisition cost of any asset to the extent payable after its acquisition
or possession by the party liable where the deferred payment is arranged primarily as a
method of raising finance or financing the acquisition of that asset;(H)
    
    any derivative transaction protecting against or benefiting from fluctuations
in any rate or price (and, except for non-payment of an amount, the then mark to market
value of the derivative transaction will be used to calculate its amount);(I)
    
    any other transaction (including any forward sale or purchase agreement) which
has the commercial effect of a borrowing;(J)
    
    any counter-indemnity obligation in respect of any guarantee, indemnity, bond,
letter of credit or any other instrument issued by a bank or financial institution; or(K)
    
    any guarantee, indemnity or similar assurance against financial loss of any
person in respect of any item referred to in paragraphs (A) to (J) above,
 but excluding, for the avoidance of doubt, any indebtedness arising from the purchase of
goods or services on normal credit terms in the ordinary course of business.GAAP/IFRSmeans:
 (A)
    
    in relation to any member of the Group incorporated in the UK, generally
accepted accounting principles in the UK; or(B)
    
    in relation to any member of the Group that is not incorporated in the UK,
generally accepted accounting principles in that persons jurisdiction of
incorporation,
 or, in each case, if IFRS has been implemented by the Group or the relevant member thereof,
IFRS.Groupmeans Endeavour International Corporation and its Subsidiaries for the time being
other than any Non-Recourse Subsidiary.Guarantormeans an Original Guarantor or an Additional Guarantor.Holding Companymeans, in relation to a company or corporation, any other company or
corporation in respect of which it is a Subsidiary.




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IFRSmeans the International Financial Reporting Standards, International Accounting
Standards and interpretations of those standards issued by the International Accounting
Standards Board and the International Financial Reporting Interpretations Committee and
their predecessor bodies.Information Packagemeans the written information and documents delivered to the Mandated
Lead Arranger by any Obligor in connection with the negotiation of this Agreement on or
before the Amendment Effective Date.Insolvency Officermeans any liquidator, trustee in bankruptcy, judicial custodian or
manager, compulsory manager, receiver, administrative receiver, administrator, curator,
bewindvoerder, vereffenaar or similar officer, in each case, appointed in any relevant
jurisdiction.Insurancesmeans any insurances that are required to be maintained by, or on behalf of,
any Obligor or any member of the Group in respect of the Borrowing Base Assets and/or any
activities related thereto pursuant to this Agreement.Intercreditor Agreementmeans the agreement dated 31 October 2006 between, among others,
the Company, the Obligors as defined therein and the Finance Parties (as amended from time
to time including pursuant to an amendment and restatement agreement dated on 5 February
2010).Interest Periodmeans, in relation to a Loan, each period determined in accordance with
Clause 14 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 13.3 (Default interest).ITAmeans the Income Tax Act 2007.Key Assetmeans each of:
 (A)
    
    the interest held by Endeavour Energy UK Limited in UK Petroleum Licence P226
relating to Block 15/27 (which block includes the discovery known as Rochelle);(B)
    
    the interest held by Endeavour Energy UK Limited in UK Petroleum Licence P1055
relating to Blocks 44/11a and 44/12a (which block includes the discovery known as
Cygnus);(C)
    
    the interest held by Endeavour Energy UK Limited in UK Petroleum Licence P1314
relating to Block 23/16f (which block includes the discovery known as Columbus); and(D)
    
    any other Petroleum Asset which has been designated as such by the Agent, the
Technical Bank and the Company.
 Lendermeans:
 (A)
    
    the Original Lender; and(B)
    
    any bank, financial institution, trust, fund or other entity which has become a
Party in accordance with Clause 28 (Changes to the Lenders),
 which in each case has not ceased to be a Party in accordance with the terms of this
Agreement.LIBORmeans, in relation to any Loan:
 (A)
    
    the applicable Screen Rate; or(B)
    
    (if no Screen Rate is available for the currency or the Interest Period of that
Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as
supplied to the




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##### 



Agent at its request quoted by the Reference Banks to leading banks in the London
interbank market,
 as of 11.00 a.m. (London time) on the Quotation Day for the offering of deposits in the
currency of that Loan and for a period comparable to the Interest Period for that Loan.LMAmeans the Loan Market Association.Loanmeans a loan made or to be made under the Facility or the principal amount
outstanding for the time being of that loan.Majority Lendersmeans:
 (A)
    
    if there are no Loans then outstanding, a Lender or Lenders whose Commitments
aggregate 662/3% or more of the Aggregate Commitments (or, if the Aggregate Commitments
have been reduced to zero, aggregated 662/3% or more of the Aggregate Commitments
immediately prior to the reduction); or(B)
    
    at any other time, a Lender or Lenders whose participations in the Loans then
outstanding aggregate 662/3% or more of all the Loans then outstanding.
 Mandatory Costmeans the percentage rate per annum calculated by the Agent in accordance
with Schedule 5 (Mandatory Cost Formulae).Marginmeans 8.00 per cent. per annum.Material Adverse Changemeans any event, development or circumstance that has a material
adverse effect on:
 (A)
    
    the ability of any Obligor to perform any of its payment obligations under any
Finance Document as and when they fall due to be performed;(B)
    
    the business, property, operations or financial condition of the Obligors
(taken as a whole);(C)
    
    the validity or enforceability of any provision of any Finance Document;(D)
    
    the rights and remedies of any Finance Party under any Finance Document; or(E)
    
    the validity, enforceability, effectiveness or priority of any Security created
or purported to be created under the Finance Documents.
 Material Subsidiarymeans each member of the Group whose:
 (A)
    
    profits (calculated before making allowances for Taxes) represent more than 10%
of the aggregate profits of the Group (calculated before making allowances for Taxes)
as shown by the latest audited consolidated accounts for the time being of the Company
as adjusted in such manner as the Agent and the Company may agree (each acting
reasonably) to be appropriate from time to time to take account of any matters
occurring after the relevant balance sheet date; or(B)
    
    fixed assets (other than intangible assets) have a book value which represents
more than 10% of the book value of the consolidated fixed assets (other than intangible
assets) of the Group as shown by the latest audited consolidated accounts for the time
being of the Company as adjusted in such manner as the Agent and the Company may agree
(each acting reasonably) to be appropriate from time to time to take account of any
matters occurring after the relevant balance sheet date.




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##### 



Monthmeans a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month, except that:
 (A)
    
    (subject to paragraph (C) below) if the numerically corresponding day is not a
Business Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the immediately
preceding Business Day;(B)
    
    if there is no numerically corresponding day in the calendar month in which
that period is to end, that period shall end on the last Business Day in that calendar
month; and(C)
    
    if an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in which that
Interest Period is to end.
 The above rules will only apply to the last Month of any period.Non Recourse Subsidiarymeans any Subsidiary of the Company which:
 (A)
    
    does not own directly or indirectly (by shareholding or otherwise) an interest
in any Borrowing Base Asset; and
 (B)
    
    which has been nominated as a Non-Recourse Subsidiary by the Company by
written notice to the Agent.
 Obligormeans a Borrower or a Guarantor.Original Financial Statementsmeans:
 (A)
    
    in relation to the Company, the audited consolidated financial statements of
the Company for the financial year ended 31 December 2008; and(B)
    
    in relation to each of the other Original Obligors, its financial statements
or, if the same have been audited, audited financial statements for its financial year
ended 31 December 2008.
 Original Lendermeans Bank of Scotland plc.Original Obligormeans the Original Borrower or an Original Guarantor.Participating Member Statemeans any member state of the European Communities that adopts
or has adopted the euro as its lawful currency in accordance with legislation of the
European Community relating to Economic and Monetary Union.Partymeans a party to this Agreement.Permitted Transactionmeans:
 (A)
    
    an intra-group re-organisation on a solvent basis which does not involve any
transfer of any of the Key Assets or Borrowing Base Assets, or any transfer of any
 shares that are the subject of any Security Document or any transfer of any shares in
any member of the Group to a person that is not a member of the Group;(B)
    
    the transfer of any Borrowing Base Asset owned by Endeavour North Sea to
Endeavour Energy UK Limited, on terms (i) whereby such asset remains a Borrowing Base
Asset and (ii) that ensure that the Security Trustee continues to have Security over
such Borrowing Base Asset upon the same, or more beneficial, terms as the Security
granted in favour of the Security Trustee over such Borrowing Base Asset before such
transfer and that the Security that the Security Trustee has over such Borrowing Base
Asset is not prejudiced or adversely affected in any way;




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##### 



(C)
    
    the winding-up of Endeavour North Sea on a solvent basis at a time when it has
no assets whatsoever and is not a Borrower or Guarantor; or(B)
    
    any other transaction agreed by the Majority Lenders.
 Petroleummeans any mineral, oil or relative hydrocarbon (including condensate and natural
gas liquids) and natural gas existing in its natural condition in strata (but not including
coal or bituminous shale or other stratified deposits from which oil can be extracted by
destructive distillation).Petroleum Assetmeans (i) any Petroleum field, pipeline transmission system or other
Petroleum project, (ii) the facilities relating to such field, system or project and/or
(iii) the interests in such field, system, project or facilities.Potential Event of Defaultmeans any event or circumstances specified in Clause 27 (Events
of Default) which would (with the expiry of a grace period, the giving of notice, the
fulfilment of any condition, the making of any determination under the Finance Documents or
any combination of the foregoing) be an Event of Default.Probable Reservesmeans, in relation to any Petroleum Asset, those quantities of Petroleum
which are deemed to be recoverable from the relevant petroleum field comprised in those
Petroleum Assets as Proved plus Probable Reservesin accordance with the Society of
Petroleum Engineers (provided that if such guidelines are modified after the date of such
Agreement and as a result of such modification, the Technical Bank (acting reasonably in
consultation with the Company) is of the opinion that such definition of the term Probable
Reserveswill need to be modified to take account of the relevant modification to such
guidelines, then such definition shall be modified as required by the Technical Bank (acting
reasonably in consultation with the Company and the Lenders).Project Documentsmeans:
 (A)
    
    in relation to each Borrowing Base Asset:
 (1)
    
    each joint operating agreement and/or unitisation and unit
operating agreement relating thereto, each agreement relating to the
development thereof or the transportation, processing and/or storage of
production therefrom and each agreement for the sale or marketing of
production therefrom and each other major agreement relating to that Borrowing
Base Asset and/or Petroleum produced therefrom;(2)
    
    any Authorisation required for the lawful exploitation,
development or operation of that Borrowing Base Asset or the production,
transportation or sale of Petroleum therefrom (and including, without
limitation, any Petroleum production licence);(3)
    
    any development plan approved by any relevant operating
committee and/or any appropriate governmental or other regulatory authority
relating to that Borrowing Base Asset;
 (B)
    
    any documents relating to the acquisition by any member of the Borrower Group
of any interests in any Borrowing Base Asset or of any entity holding the interest in
such Borrowing Base Asset; and(C)
    
    any other document designated as such by the Company and the Agent.
 Projectionhas the meaning given in the First Lien Credit Agreement.Qualifying Lenderhas the meaning given to it in Clause 17 (Tax gross up and indemnities).




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##### 



Quotation Daymeans, in relation to any period for which an interest rate is to be
determined:
 (A)
    
    (if the currency is sterling) the first day of that period;(B)
    
    (if the currency is dollars) two Business Days before the first day of that period,
 unless market practice differs in the London interbank market for that currency in which
case the Quotation Day for that currency will be determined by the Agent in accordance with
market practice in the London interbank market and if quotations would normally be given by
leading banks in the London interbank market on more than one day, the Quotation Day will be
the last of those days.Reference Banksmeans the principal London offices of Bank of Scotland plc or such other
banks as may be appointed by the Agent in consultation with the Company.Related Fundin relation to a fund (the first fund"), means a fund which is managed or
advised by the same investment manager or investment adviser as the first fund or, if it is
managed by a different investment manager or investment adviser, a fund whose investment
manager or investment adviser is an Affiliate of the investment manager or investment
adviser of the first fund.Relevant Affiliatemeans, to the extent that it is not already an Obligor, any
wholly-owned Subsidiary of the Company.Relevant Disposalhas the meaning given to it in Clause 12.3 (Mandatory prepayment).Relevant Net Proceedshas the meaning given to it in Clause 12.3 (Mandatory prepayment).Relevant Repayment Proceedshas the meaning given to it in Clause 12.3 (Mandatory
prepayment).Repeating Representationsmeans each of the representations set out in Clause 23
(Representations) other than those in Clauses 23.6 (Pari passu ranking), 23.7 (Insolvency),
23.9 (Authorisations), 23.10 (Financial statements), 23.11 (No Material Adverse Change),
23.12 (Litigation), 23.13 (Information Package), 23.15 (Environmental matters), 23.18 (Laws
and regulations), 23.19 (Insurances), 23.22 (Deduction of Tax), 23.23 (Ownership structure)
and 23.25 (Share Security).Representativemeans any delegate, agent, manager, administrator, nominee, attorney,
trustee or custodian.Reserves Reporthas the meaning given in the First Lien Credit Agreement.Screen Ratemeans the British Bankers Association Interest Settlement Rate for the
relevant currency and period, displayed on the appropriate page of the Telerate screen. If
the agreed page is replaced or service ceases to be available, the Agent may specify another
page or service displaying the appropriate rate after consultation with the Company and the
Lenders.Securitymeans a mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar effect.Selection Noticemeans a notice substantially in the form set out in Part II (Selection
Notice) of Schedule 4 (Requests) given in accordance with Clause 14 (Interest Periods).Senior Finance Documentsmeans the Finance Documents (as defined in the First Lien Credit
Agreement).Subsidiarymeans a subsidiary undertaking within the meaning of section 1162 of the
Companies Act 2006.




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##### 



Taxmeans any tax, levy, impost, duty or other charge or withholding of a similar nature
(including any penalty or interest payable in connection with any failure to pay or any
delay in paying any of the same).Taxes Actmeans the Income and Corporation Taxes Act 1988.Technical Bankmeans Bank of Scotland plc in its capacity as technical bank for the other
Finance Parties or any other person that replaces it in such capacity in accordance with
this Agreement.Total Available Commitmentsmeans the aggregate for the time being of all the Lenders
Available Commitment.Transaction Documentsmeans the Project Documents and the Finance Documents.Transaction Partymeans each Obligor and each other party (not being a Finance Party) who
is party to any Finance Document.Transfer Certificatemeans a certificate substantially in the form set out in Schedule 6
(Form of Transfer Certificate) or any other form agreed between the Agent and the Company.Transfer Datemeans, in relation to an assignment or transfer, the later of:
 (A)
    
    the proposed Transfer Date specified in the relevant Assignment Agreement or
Transfer Certificate; and(B)
    
    the date on which the Agent executes the relevant Assignment Agreement or
Transfer Certificate.
 Unpaid Summeans any sum due and payable but unpaid by an Obligor under the Finance
Documents.Utilisation Datemeans, in relation to any Loan, the date on which the Loan is made.Utilisation Requestmeans a notice substantially in the form set out in Part I
(Utilisation Requests) of Schedule 4 (Requests).VATmeans value added tax as provided for in the Value Added Tax Act 1994 and any other
tax of a similar nature.5.2
    
    Construction
 5.2.1
    
    Unless a contrary indication appears, any reference in this Agreement to:
 (A)
    
    any Finance Party or any Obligor or Transaction Party shall
be construed so as to include its successors in title, permitted assigns and
permitted transferees;(B)
    
    assetsincludes present and future properties, revenues and
rights of every description;(C)
    
    any form of asset (including any Borrowing Base Asset or Key
Asset) shall include a reference to (i) all or any part of that asset and (ii)
(in the case of any Borrowing Base Asset or any Key Asset), the Petroleum
field or other Petroleum Assets comprised therein;(D)
    
    a Finance Documentor any other agreement or instrument is
a reference to that Finance Document or other agreement or instrument as
modified (however fundamentally and whether or not more onerously) and
includes any change in the purpose of, any extension of or increase in any
facility or addition of any new facility under that Finance Document or other
agreement or instrument;




---



##### 



(E)
    
    indebtednessincludes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;(F)
    
    a personincludes any individual, firm, company,
corporation, government, state or agency of a state or any association, trust,
joint venture, consortium or partnership (whether or not having separate legal
personality) or two or more of the foregoing;(G)
    
    a regulationincludes any regulation, rule, official
directive, request or guideline (whether or not having the force of law but,
if not having the force of law, being of a kind that is normally complied with
by those to whom it is addressed) of any governmental, intergovernmental or
supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation;(H)
    
    disposalmeans a sale, transfer, grant, lease or other
disposal, whether voluntary or involuntary (and shall include any
unitisation), and dispose will be construed accordingly;(I)
    
    a guaranteeincludes any form of indemnity or other
assurance against financial loss (including any obligation to pay, purchase or
provide funds for the purchase of any liability), and the verb to guarantee
shall be construed accordingly;(J)
    
    a provision of law is a reference to that provision as
amended or re-enacted;(K)
    
    a time of day is a reference to London time;(L)
    
    any matter includingspecific instances or examples of such
matter shall be construed without limitation to the generality of that matter
(and references to include shall be construed accordingly);(M)
    
    a modificationincludes an amendment, supplement, novation,
re-enactment, restatement, variation, extension, replacement, modification or
waiver or the giving of any waiver, release, consent having the same
commercial effect of any of the foregoing (and modifyshall be construed
accordingly);(N)
    
    an amount in one currency that is equivalent to an amount
in another currency shall be construed as meaning the amount of the second
currency that can be obtained by converting the amount in the first currency
into the second currency at the Agents spot rate of exchange for conversions
between those two currencies at the relevant time;(O)
    
    the winding-up, dissolutionor administrationof a
person shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such person is
incorporated or established, or any jurisdiction in which such person carries
on business including the seeking of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors;(P)
    
    £or sterlingis the lawful currency for the time being
of the United Kingdom of Great Britain and Northern Ireland; and(Q)
    
    $or dollarsis to the lawful currency for the time being
of the United States of America.




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##### 



5.2.2
    
    Clause and Schedule headings are for ease of reference only.5.2.3
    
    The words other", or otherwiseand whatsoevershall not be construed
ejusdem generis or be construed as any limitation upon the generality of any preceding
words or matters specifically referred to.5.2.4
    
    Unless a contrary indication appears, a term used in any other Finance
Document or in any notice given under or in connection with any Finance Document has
the same meaning in that Finance Document or notice as in this Agreement. Unless
otherwise defined in this Agreement or unless the contrary is expressly specified in
this Agreement, terms defined in the Intercreditor Agreement shall have the same
meaning when used in this Agreement.5.2.5
    
    A Potential Event of Default is continuingif it has not been remedied or
waived. An Event of Default is continuingif it has not been waived.5.2.6
    
    Unless a contrary intention appears, the obligation(s) of each Obligor and
Transaction Party under this Agreement and/or the other Finance Documents shall remain
in force for as long as any amount is or may be outstanding under the Finance Documents
or any Commitment is in force.5.2.7
    
    If a moratorium (or other similar event in any jurisdiction) occurs in respect
of an Obligor, the ending of that moratorium (or other such similar event) will not
remedy any Event of Default caused by the moratorium (or other such similar event) and,
notwithstanding any other term of the Finance Documents, that Event of Default will
continue to be outstanding unless and until it is expressly waived by the Agent (acting
on the instructions of the Majority Lenders).
 5.3
    
    Third party rights
 5.3.1
    
    Unless expressly provided to the contrary in a Finance Document, a person who
is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the
Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.5.3.2
    
    Notwithstanding any term of any Finance Document, the consent of any person
who is not a Party is not required to rescind or vary this Agreement at any time.
 6.
    
    THE FACILITY6.1
    
    FacilitySubject to the terms of this Agreement, the Lenders make available to the Borrowers a
multicurrency term credit facility in an aggregate amount equal to the Aggregate
Commitments.6.2
    
    Finance Parties rights and obligations
 6.2.1
    
    The obligations of each Finance Party under the Finance Documents are several.
Failure by a Finance Party to perform its obligations under the Finance Documents does
not affect the obligations of any other Party under the Finance Documents. No Finance
Party is responsible for the obligations of any other Finance Party under the Finance
Documents.6.2.2
    
    The rights of each Finance Party under or in connection with the Finance
Documents are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor shall be a separate and independent debt.6.2.3
    
    A Finance Party may, except as otherwise stated in the Finance Documents,
separately enforce its rights under the Finance Documents.




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##### 



7.
    
    PURPOSE7.1
    
    PurposeEach Borrower shall apply the proceeds of the Loans borrowed by it under the Facility in or
towards:
 7.1.1
    
    the payment of the transaction costs relating to this Facility and its
implementation; and
 7.1.2
    
    its lawful general corporate purposes.
 7.2
    
    MonitoringNo Finance Party is bound to monitor or verify the application of any amount borrowed
pursuant to this Agreement.8.
    
    CONDITIONS OF UTILISATION8.1
    
    Initial conditions precedentThe Lenders will only be obliged to comply with Clause 9.4 (Lenders participation) if the
Agent has received all of the documents and other evidence listed in Part I (CPs to first
Loan) of Schedule 3 (Conditions precedent) in form and substance satisfactory to the Agent
(acting on the instructions of all the Lenders). The Agent shall notify the Company and the
Lenders promptly upon being so satisfied.8.2
    
    Further conditions precedent
 8.2.1
    
    The Lenders will only be obliged to comply with Clause 9.4 (Lenders
participation) if on the date of the Utilisation Request and on the proposed
Utilisation Date:
 (A)
    
    no Default is continuing or would result from the proposed
Loan; and(B)
    
    the Repeating Representations to be made by each Obligor are
true in all material respects.
 8.2.2
    
    The Lenders will only be obliged to comply with Clause 6.2 (Change of
currency) if, on the first day of an Interest Period, no Default is continuing or would
result from the change of currency and the Repeating Representations to be made by each
Obligor are true in all material respects.
 8.3
    
    Maximum number of Loans
 8.3.1
    
    The Borrowers may not deliver more than three Utilisation Requests.8.3.2
    
    A Borrower may not request that a Loan be divided if, as a result of the
proposed division, three or more Loans would be outstanding.
 9.
    
    UTILISATION9.1
    
    Delivery of a Utilisation RequestA Borrower may request a Loan to be made by delivery to the Agent of a duly completed
Utilisation Request not later than (in the case of the first Loan made under this Agreement)
1 p.m on the proposed Utilisation Date and (in the case of any other Loan) 10:00 a.m. on the
third Business Day prior to the proposed Utilisation Date (or such later date as the Lenders
may agree).9.2
    
    Completion of a Utilisation Request
 9.2.1
    
    Each Utilisation Request is irrevocable and will not be regarded as having
been duly completed unless:
 (A)
    
    the proposed Utilisation Date is a Business Day within the
Availability Period;




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##### 



(B)
    
    the currency and amount of the Loan comply with Clause 9.3
(Currency and amount);(C)
    
    the proposed Interest Period complies with Clause 14
(Interest Periods);(D)
    
    it sets out the purposes of the Loan in such level of detail
as may be satisfactory to the Agent (acting reasonably);(E)
    
    (unless all the Lenders otherwise approve) it includes a
confirmation that the proceeds of the Loan will only be utilised for
expenditure in relation to the Obligors operations in the United States of
America or the United Kingdom; and(F)
    
    it has been duly signed by an authorised signatory of the
relevant Borrower.
 9.2.2
    
    Only one Loan may be requested in each Utilisation Request.
 9.3
    
    Currency and amount
 9.3.1
    
    The currency specified in a Utilisation Request must be dollars or sterling.9.3.2
    
    The amount of the proposed Loan must be:
 (A)
    
    if the currency selected is dollars, a minimum of $5,000,000
or, if less, the Total Available Commitments; or(B)
    
    if the currency selected is sterling, a minimum of £3,000,000
or, if less, an amount (in sterling) the Dollar Amount of which is equal to
the Total Available Commitments.
 9.4
    
    Lenders participation
 9.4.1
    
    If the conditions set out in this Agreement have been met, each Lender shall
make its participation in each Loan available by the Utilisation Date through its
Facility Office.9.4.2
    
    The amount of each Lenders participation in each Loan will be equal to the
proportion borne by its Available Commitment to the Total Available Commitments
immediately prior to making the Loan.9.4.3
    
    The Agent shall determine the Dollar Amount of each Loan which is to be made
in a currency other than dollars and shall notify each Lender of the amount, currency
and Dollar Amount of each Loan and the amount of its participation in that Loan, in
each case, not later than 5.00 p.m. on the (in the case of the first Loan made under
the Facility) second and (in the case of any other Loan) third Business Day prior to
the Utilisation Date for such Loan.
 9.5
    
    Cancellation of CommitmentThe Aggregate Commitments shall be immediately cancelled at the end of the Availability
Period.10.
    
    OPTIONAL CURRENCY10.1
    
    Selection of currency
 10.1.1
    
    A Borrower (or the Company on behalf of a Borrower) shall select the currency of a
Loan:
 (A)
    
    in the Utilisation Request for that Loan; and(B)
    
    (after that Loan has been made to it) in a Selection Notice.




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##### 



10.1.2
    
    If a Borrower (or the Company on behalf of a Borrower) fails to issue a Selection
Notice in relation to a Loan, the Loan will remain denominated for its next Interest
Period in the same currency in which it is then outstanding.
 10.1.3
    
    If a Borrower (or the Company on behalf of a Borrower) issues a Selection Notice
requesting a change of currency and the first day of the requested Interest Period is
not a Business Day for the new currency, the Agent shall promptly notify the Borrower
and the Lenders and the Loan will remain in the existing currency (with Interest
Periods running from one Business Day until the next Business Day) until the next day
which is a Business Day for both currencies, on which day the requested Interest Period
will begin.
 10.2
    
    Change of currency
 10.2.1
    
    If a Loan is to be denominated in different currencies during two successive Interest
Periods:
 (A)
    
    if the currency for the second Interest Period is sterling,
the amount of the Loan in sterling will be calculated by the Agent as the
amount of sterling equal to the Dollar Amount of the Loan at the Agents Spot
Rate of Exchange on the date which is three Business Days before the first day
of the second Interest Period or, if later, on the date the Agent receives the
Selection Notice;(B)
    
    if the currency for the second Interest Period is dollars,
the amount of the Loan will be equal to the Dollar Amount;(C)
    
    (unless the Agent and the Borrower agree otherwise in
accordance with Clause 10.2.2) the Borrower that has borrowed the Loan shall
repay it on the last day of the first Interest Period in the currency in which
it was denominated for that Interest Period; and(D)
    
    (subject to Clause 4.2 (Further conditions precedent)) the
Lenders shall re-advance the Loan in the new currency in accordance with
Clause 10.4 (Agents calculations).
 10.2.2
    
    If the Agent and the Borrower that has borrowed the Loan agree, the Agent shall:
 (A)
    
    apply the amount paid to it by the Lenders pursuant to Clause
10.2.1(D) (or so much of that amount as is necessary) in or towards purchase
of an amount in the currency in which the Loan is outstanding for the first
Interest Period; and
 (B)
    
    use the amount it purchases in or towards satisfaction of the
relevant Borrowers obligations under Clause 10.2.1(C).
 10.2.3
    
    If the amount purchased by the Agent pursuant to Clause 10.2.2(A) is less than the
amount required to be repaid by the relevant Borrower, the Agent shall promptly notify
that Borrower and that Borrower shall, on the last day of the first Interest Period,
pay an amount to the Agent (in the currency of the outstanding Loan for the first
Interest Period) equal to the difference.
 10.2.4
    
    If any part of the amount paid to the Agent by the Lenders pursuant to Clause
10.2.1(D) is not needed to purchase the amount required to be repaid by the relevant
Borrower, the Agent shall promptly notify that Borrower and pay that Borrower, on the
last day of the first Interest Period that part of that amount (in the new currency).




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##### 



10.3
    
    Same currency during successive Interest Periods
 10.3.1
    
    If a Loan is to be denominated in sterling during two successive Interest Periods,
the Agent shall calculate the amount of the Loan in sterling for the second of those
Interest Periods (by calculating the amount of sterling equal to the Dollar Amount of
that Loan at the Agents Spot Rate of Exchange on the date which is three Business Days
before the first day of the second Interest Period or, if later, on the date the Agent
receives the Selection Notice) and (subject to Clause 10.3.2):
 (A)
    
    if the amount calculated is less than the existing amount of
that Loan in sterling during the first Interest Period, promptly notify the
Borrower that has borrowed that Loan and that Borrower shall pay, on the last
day of the first Interest Period, an amount equal to the difference; or(B)
    
    if the amount calculated is more than the existing amount of
that Loan in sterling during the first Interest Period, promptly notify each
Lender and, if no Default is continuing, each Lender shall, on the last day of
the first Interest Period, pay its participation in an amount equal to the
difference.
 10.3.2
    
    If the calculation made by the Agent pursuant to Clause 10.3.1 shows that the amount
of the Loan in sterling for the second of those Interest Periods converted into dollars
at the Agents Spot Rate of Exchange on the date which is three Business Days before
the first day of the second Interest Period or, if later, on the date the Agent
receives the Selection Notice has increased or decreased by less than five per cent.
compared to its Dollar Amount (taking into account any payments made pursuant to Clause
10.3.1), no notification shall be made by the Agent and no payment shall be required
under Clause 10.3.1.
 10.4
    
    Agents calculations
 10.4.1
    
    All calculations made by the Agent pursuant to this Clause 10 (Optional currency)
will take into account any repayment, prepayment, consolidation or division of Loans to
be made on the last day of the first Interest Period.
 10.4.2
    
    Each Lenders participation in a Loan will, subject to Clause 10.3.1, be determined
in accordance with Clause 5.4 (Lenders participation).
 11.
    
    REPAYMENT
 11.1
    
    Reduction of Facility
The Aggregate Commitments shall reduce to zero on the Final Maturity Date.11.2
    
    Repayment of Loans
 11.2.1
    
    The Borrowers shall repay such amount of the Loans as is required to ensure that at
all times the aggregate Dollar Amount of the Loans does not exceed the Aggregate
Commitments at that time.11.2.2
    
    Without prejudice to Clause 11.2.1, the Borrowers shall repay the Loans on the Final
Maturity Date.
 11.3
    
    ReborrowingNo Borrower may reborrow any part of the Facility which is prepaid or repaid.




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##### 



12.
    
    PREPAYMENT AND CANCELLATION12.1
    
    IllegalityIf it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its
obligations as contemplated by this Agreement or to fund or maintain its participation in
any Loan:
 12.1.1
    
    that Lender shall promptly notify the Agent upon becoming aware of that event;
 12.1.2
    
    upon the Agent notifying the Company, the Commitment of that Lender will be
immediately cancelled; and
 12.1.3
    
    each Borrower shall repay that Lenders participation in the Loans made to that
Borrower on the last day of the Interest Period for each Loan occurring after the Agent
has notified the Company or, if earlier, the date specified by the Lender in the notice
delivered to the Agent (being no earlier than the last day of any applicable grace
period permitted by law).
 12.2
    
    Change of control
 12.2.1
    
    If any person or group of persons acting in concert gains control of an Obligor:
 (A)
    
    the Company shall promptly notify the Agent upon becoming
aware of that event;(B)
    
    if the Majority Lenders so require, the Agent shall, by not
less than fifteen Business Days notice to the Company, cancel the Facility and
declare all outstanding Loans, together with accrued interest, and all other
amounts accrued under the Finance Documents immediately due and payable
whereupon the Facility will be cancelled and all such outstanding amounts will
become immediately due and payable.
 12.2.2
    
    For the purposes of Clause 12.2.1, controlhas the meaning given to such term in
Section 416 of the Income and Corporation Taxes Act 1988 (whether or not that Act
applies to any Obligor).
 12.2.3
    
    For the purposes of Clause 12.2.1, acting in concerthas the meaning given to such
term in the City Code on Takeovers and Mergers and the presumptions specified therein
in relation to the term acting in concert shall apply to such term as used in this
Agreement (whether or not that code applies to any Obligor).
 12.3
    
    Mandatory prepayment
 12.3.1
    
    For the purposes of this Clause 12.3 (Mandatory prepayment):
 (A)
    
    Additional Financingmeans the raising of funds or capital
by the Company or any of its Subsidiaries which is carried out after the date
of this Agreement (whether through the issue of shares, securities or other
equity instruments, the issue of any bonds or other debt instruments, the
borrowing from banks or other financial institutions, the incurrence of
Financial Indebtedness or otherwise) other than pursuant to any loan agreement
entered into between (i) the Company or any such Subsidiary and (ii) one or
more banks or financial institutions in accordance with the terms of this
Agreement solely for the purposes of financing the development of any
Petroleum Asset in the United Kingdom in which a member of the Group has an
interest;(B)
    
    Relevant Disposalmeans any disposal (other than any
disposal under Clauses 25.5.2(A) to 25.5.2(E) and Clauses 25.5.2(G) to
25.5.2(I)) by any member of the Group of any of its interests in any Petroleum
Assets (including




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##### 



any Borrowing Base Assets) or its shares in any member of the Group that
holds any interest in any such Petroleum Assets;(C)
    
    Relevant Net Proceedsmeans, in relation to any Relevant
Disposal, the proceeds of such Relevant Disposal that are due to the relevant
member(s) of the Group carrying out such Relevant Disposal less the aggregate
amount of all reasonable costs and expenses relating to such Relevant
Disposal;(D)
    
    Relevant Repayment Proceedsmeans, in relation to any
Relevant Disposal, the Relevant Net Proceeds of such Relevant Disposal less
the Senior Outstanding Amount; and(E)
    
    "Senior Outstanding Amountmeans, in relation to any
Relevant Disposal, the sum of (i) the aggregate amount of the outstanding
utilisations under the First Lien Credit Agreement that the Obligors are
required to repay under the First Lien Credit Agreement as a result of that
Relevant Disposal being effected; (ii) the aggregate amount of the accrued
interest or commission that is due in respect of such outstanding utilisations
and payable by the Obligor(s) as a result of that Relevant Disposal and (iii)
the aggregate amount of the break costs payable by the Obligor(s) as a result
of such repayment of the utilisations.
 12.3.2
    
    If:
 (A)
    
    any Relevant Disposal is carried out after the Amendment
Effective Date; and(B)
    
    either:
 (1)
    
    the Relevant Net Proceeds of such Relevant
Disposal exceeds $2,000,000 (or its equivalent in one or more other
currencies); or(2)
    
    the sum of (a) the Relevant Net Proceeds of
such Relevant Disposal and (b) the aggregate amount of the Relevant
Net Proceeds of the other Relevant Disposals (if any) that have been
carried out after the Amendment Effective Date exceed $10,000,000 (or
its equivalent in one or more other currencies),
 then on the first date on which any member of the Group receives any of the
Relevant Net Proceeds for such Relevant Disposal:
 (i)
    
    the Aggregate Commitments shall be cancelled
by an amount equal to the Relevant Repayment Proceeds for that
Relevant Disposal; and
 (ii)
    
    the Borrowers shall repay such amount of the
Loans as is required to ensure that the aggregate Dollar Amount of the
Loans does not exceed the Aggregate Commitments (after the
cancellation provided for under Clause 8.3.2(i)).
 12.3.3
    
    Any repayment made under Clause 8.3.2(ii) shall be applied against such Loans as may
be determined by the Agent (acting reasonably in consultation with the Company).12.3.4
    
    On the date of the cancellation of any Aggregate Commitments pursuant to Clause
8.3.2(i), the Commitment of each Lender shall be reduced rateably.12.3.5
    
    If:
 (A)
    
    any Additional Financing is carried out; and(B)
    
    either:




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##### 



(1)
    
    the aggregate amount received or receivable
by the Company and/or the relevant Subsidiary(ies) of the Company
pursuant to such Additional Financing exceeds $50,000,000 (or its
equivalent in one or more other currencies); or
 (2)
    
    the sum of (i) the aggregate amount received
or receivable by the Company and/or the relevant Subsidiary(ies) of
the Company pursuant to such Additional Financing and (ii) the
aggregate amount received or receivable by the Company and/or the
relevant Subsidiary(ies) of the Company pursuant to any prior
Additional Financings (if any) exceeds $50,000,000 (or its equivalent
in one or more other currencies),
 then on the first date on which the Company and/or the relevant
Subsidiary(ies) of the Company receive(s) any proceeds of such Additional
Financing, the Facility shall be cancelled and the Borrowers shall repay
all outstanding Loans (together with accrued interest and all other accrued
amounts under the Finance Documents).
 12.4
    
    Voluntary cancellation
 12.4.1
    
    The Company may, if it gives the Agent not less than three Business Days (or such
shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any
part (being a minimum amount of $5,000,000 of the Total Available Commitments).
 12.4.2
    
    On the date of the cancellation of any Total Available Commitments pursuant to Clause
12.4.1, the Commitment of each Lender shall be reduced rateably.
 12.5
    
    Voluntary prepayment of LoansA Borrower to which a Loan has been made may, if it gives the Agent not less than three
Business Days (or such shorter period as the Majority Lenders may agree) prior notice,
prepay the whole or any part of any Loan.12.6
    
    Right of repayment and cancellation in relation to a single Lender
 12.6.1
    
    If:
 (A)
    
    any sum payable to any Lender by an Obligor is required to be
increased under Clause 17.2.3 (Tax gross-up); or(B)
    
    any Lender claims indemnification from the Company under
Clause 17.3 (Tax indemnity) or Clause 18.1 (Increased costs),
 the Company may, whilst the circumstance giving rise to the requirement for
indemnification continues, give the Agent notice of cancellation of the Commitment
of that Lender and its intention to procure the repayment of that Lenders
participation in the Loans.
 12.6.2
    
    On receipt of a notice referred to in Clause 12.6.1, the Commitment of that Lender
shall immediately be reduced to zero.
 12.6.3
    
    On the last day of each Interest Period which ends after the Company has given notice
under Clause 12.6.1 (or, if earlier, the date specified by the Company in that notice),
each Borrower to which a Loan is outstanding shall repay that Lenders participation in
that Loan.




---



##### 



12.7
    
    Restrictions
 12.7.1
    
    Any notice of cancellation or prepayment given by any Party under this Clause 12
(Prepayment and cancellation) shall be irrevocable and, unless a contrary indication
appears in this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.
 12.7.2
    
    Any prepayment under this Agreement shall be made together with accrued interest on
the amount prepaid and, subject to any Break Costs, without premium or penalty.
 12.7.3
    
    The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or
any part of the Commitments except at the times and in the manner expressly provided
for in this Agreement.
 12.7.4
    
    No amount of the Commitments cancelled under this Agreement may be subsequently
reinstated.
 12.7.5
    
    If the Agent receives a notice under this Clause 12 (Prepayment and cancellation) it
shall promptly forward a copy of that notice to either the Company or the affected
Lender, as appropriate.
 12.7.6
    
    If all or part of a Loan is repaid or prepaid and is not available for redrawing
(other than by operation of Clause 8.2 (Further conditions precedent), an amount of the
Commitments (equal to the Dollar Amount of the amount of the Loan which is repaid or
prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any
cancellation under this Clause 12.7.6 shall reduce the Commitments of the Lenders
rateably.
 13.
    
    INTEREST13.1
    
    Calculation of interestThe rate of interest on each Loan for each Interest Period is the percentage rate per annum
which is the aggregate of the applicable:
 13.1.1
    
    Margin;13.1.2
    
    LIBOR; and13.1.3
    
    Mandatory Cost, if any.
 13.2
    
    Payment of interestThe Borrower to which a Loan has been made shall pay accrued interest on that Loan on the
last day of each Interest Period.13.3
    
    Default interest
 13.3.1
    
    If an Obligor fails to pay any amount payable by it under a Finance Document on its
due date, interest shall accrue on the overdue amount from the due date up to the date
of actual payment (both before and after judgment) at a rate which, subject to Clause
13.3.2, is two per cent. per annum higher than the rate which would have been payable
if the overdue amount had, during the period of non-payment, constituted a Loan in the
currency of the overdue amount for successive Interest Periods, each of a duration
selected by the Agent (acting reasonably). Any interest accruing under this Clause
13.3 (Default interest) shall be immediately payable by the Obligor on demand by the
Agent.




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##### 



13.3.2
    
    If any overdue amount consists of all or part of a Loan which became due on a day
which was not the last day of an Interest Period relating to that Loan:
 (A)
    
    the first Interest Period for that overdue amount shall have
a duration equal to the unexpired portion of the current Interest Period
relating to that Loan; and(B)
    
    the rate of interest applying to the overdue amount during
that first Interest Period shall be two per cent. higher than the rate which
would have applied if the overdue amount had not become due.
 13.3.3
    
    Default interest (if unpaid) arising on an overdue amount will be compounded with the
overdue amount at the end of each Interest Period applicable to that overdue amount but
will remain immediately due and payable.
 13.4
    
    Notification of rates of interestThe Agent shall promptly notify the Lenders and the relevant Borrower of the determination
of a rate of interest under this Agreement.14.
    
    INTEREST PERIODS14.1
    
    Selection of Interest Periods
 14.1.1
    
    A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for
a Loan in the Utilisation Request for that Loan or (if the Loan has already been
borrowed) in a Selection Notice.
 14.1.2
    
    Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by
the Borrower (or the Company on behalf of a Borrower) to which that Loan was made no
later than 10.00am on the third Business Day prior to the last day of the existing
Interest Period for that Loan.
 14.1.3
    
    If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in
accordance with Clause 14.1.2, the relevant Interest Period will be one Month.
 14.1.4
    
    Subject to this Clause 14 (Interest Periods), a Borrower (or the Company on its
behalf) must select an Interest Period of one Month or any other period agreed between
the Company and the Agent (acting on the instructions of all the Lenders).
 14.1.5
    
    An Interest Period for a Loan shall not extend beyond the Final Maturity Date.
 14.1.6
    
    Each Interest Period for a Loan shall start on the Utilisation Date or (if already
made) on the last day of its preceding Interest Period.
 14.2
    
    Non-Business DaysIf an Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month (if there
is one) or the preceding Business Day (if there is not).14.3
    
    Consolidation and division of Loans
 14.3.1
    
    Subject to Clause 14.3.2, if two or more Interest Periods:
 (A)
    
    relate to Loans in the same currency;(B)
    
    end on the same date; and(C)
    
    are made to the same Borrower,




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##### 



those Loans will, unless that Borrower (or the Company on its behalf) specifies to
the contrary in the Selection Notice for the next Interest Period, be consolidated
into, and treated as, a single Loan on the last day of the Interest Period.14.3.2
    
    Subject to Clause 8.3 (Maximum number of Loans) and Clause 9.3 (Currency and amount),
if a Borrower (or the Company on its behalf) requests in a Selection Notice that a Loan
be divided into two or more Loans, that Loan will, on the last day of its Interest
Period, be so divided with Dollar Amounts specified in that Selection Notice, being an
aggregate Dollar Amount equal to the Dollar Amount of the Loan immediately before its
division.
 15.
    
    CHANGES TO THE CALCULATION OF INTEREST15.1
    
    Absence of quotationsSubject to Clause 15.2 (Market disruption), if LIBOR is to be determined by reference to the
Reference Banks but a Reference Bank does not supply a quotation by 11.00 a.m. (London time)
on the Quotation Day, LIBOR shall be determined on the basis of the quotations of the
remaining Reference Banks.15.2
    
    Market disruption
 15.2.1
    
    If a Market Disruption Event occurs in relation to a Loan for any Interest Period,
then the rate of interest on each Lenders share of that Loan for the Interest Period
shall be the rate per annum which is the sum of:
 (A)
    
    the Margin;(B)
    
    the rate notified to the Agent by that Lender as soon as
practicable and in any event before interest is due to be paid in respect of
that Interest Period, to be that which expresses as a percentage rate per
annum the cost to that Lender of funding its participation in that Loan from
whatever source it may reasonably select; and(C)
    
    the Mandatory Cost, if any, applicable to that Lenders
participation in the Loan.
 15.2.2
    
    In this Agreement Market Disruption Eventmeans:
 (A)
    
    at or about noon on the Quotation Day for the relevant
Interest Period the Screen Rate is not available and none or only one of the
Reference Banks supplies a rate to the Agent to determine LIBOR for the
relevant currency and Interest Period; or(B)
    
    before close of business in London on the Quotation Day for
the relevant Interest Period, the Agent receives notifications from a Lender
or Lenders (whose participations in a Loan exceed 25 per cent. of that Loan)
that the cost to it or them of obtaining matching deposits in the London
interbank market would be in excess of LIBOR.
 15.3
    
    Alternative basis of interest or funding
 15.3.1
    
    If a Market Disruption Event occurs and the Agent or the Company so requires, the
Agent and the Company shall enter into negotiations (for a period of not more than
thirty days) with a view to agreeing a substitute basis for determining the rate of
interest.15.3.2
    
    Any alternative basis agreed pursuant to Clause 15.3.1 shall, with the prior consent
of all the Lenders and the Company, be binding on all Parties.




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##### 



15.4
    
    Break Costs
 15.4.1
    
    Each Borrower shall, within three Business Days of demand by a Finance Party, pay to
that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid
Sum being paid by that Borrower on a day other than the last day of an Interest Period
for that Loan or Unpaid Sum.
 15.4.2
    
    Each Lender shall, as soon as reasonably practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Costs for any Interest Period
in which they accrue and showing how that amount was calculated.
 16.
    
    FEES16.1
    
    Commitment feeThe Borrowers shall pay to the Agent (for the account of each Lender) in respect of each Fee
Period a fee computed at the Commitment Rate on the daily amount (if any) by which the
Aggregate Commitments exceed the aggregate Dollar Amount of the Loans.16.2
    
    Computation and payment
 16.2.1
    
    Any commitment fee payable under this Clause 16 (Fees) must be paid by the relevant
Borrower(s) within two Business Days after receipt by the Company of the calculation of
such commitment fee or, as the case may be, such letter of credit commission from the
Agent under Clause 16.2.3.16.2.2
    
    Any such commitment fee must be paid in dollars.16.2.3
    
    The Agent shall calculate the commitment fee payable for each Fee Period and shall
notify the Company of the same within five Business Days after the end of the relevant
Fee Period. Each such calculation shall, in the absence of manifest error, be
conclusive evidence of the amount thereof.
 16.3
    
    DefinitionsFor the purposes of this Agreement:
 16.3.1
    
    Commitment Ratemeans 4.00 per cent. per annum; and16.3.2
    
    Fee Periodmeans:
 (A)
    
    the period commencing on the Amendment Effective Date and
ending on the first quarter date to occur thereafter; and thereafter,(B)
    
    each successive period of three months (or, in the case of
the last such period, less) commencing on the day after a quarter date and
ending on the first quarter date to occur thereafter (or, in the case of the
last such period, on the Final Maturity Date),
 where for these purposes, quarter datemeans each 31 March, 30 June, 30 September
and 31 December of each year.
 16.4
    
    Other fees and costsThe Borrowers will pay to the relevant Finance Parties the relevant fees and other costs and
expenses in the amounts and at the times set out in the Fee Letters.
 16.5
    
    Representatives
 16.5.1
    
    Subject to Clause 16.5.2 below, the Company shall, (or shall procure that an Obligor
will) within five Business Days of demand by the Agent or the Security Trustee pay, or




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##### 



reimburse the relevant Administrative Finance Party for any payments that it has
made in relation to, any reasonable fees, costs and expenses that the relevant
Administrative Finance Party has properly incurred in connection with the
appointment by such Administrative Finance Party of any legal adviser, insurance
adviser, environmental consultant, engineering consultant, model auditor or tax
model auditor, in each case, in connection with the exercise of its rights and
discretions or the performance of its duties and obligations, under the Finance
Documents.16.5.2
    
    Save to the extent that such fees, costs and expenses have been incurred in
circumstances where a Default has occurred, the Company shall only be obliged to pay or
reimburse (or shall procure that an Obligor will pay or reimburse) the relevant
Administrative Finance Party for any fees, costs and expenses incurred by it if the
Company has approved the appointment of the relevant adviser, consultant or auditor and
the terms (including fees) of the appointment (such approval not to be unreasonably
withheld or delayed).
 17.
    
    TAX GROSS UP AND INDEMNITIES
 17.1
    
    Definitions
 17.1.1
    
    In this Agreement:Protected Partymeans a Finance Party which is or will be subject to any
liability, or required to make any payment, for or on account of Tax in relation to
a sum received or receivable (or any sum deemed for the purposes of Tax to be
received or receivable) under a Finance Document.Qualifying Lendermeans:
 (A)
    
    a Lender (other than a Lender within paragraph (B) below)
which is beneficially entitled to interest payable to that Lender in respect
of an advance under a Finance Document and is:
 (1)
    
    a Lender:
 (a)
    
    which is a bank (as defined for
the purpose of section 879 of the ITA) making an advance under
a Finance Document; or(b)
    
    in respect of an advance made
under a Finance Document by a person that was a bank (as
defined for the purpose of section 879 of the ITA) at the time
that that advance was made,
 and which is within the charge to United Kingdom corporation tax as
respects any payments of interest made in respect of that advance;
or(2)
    
    a Lender which is:
 (a)
    
    a company resident in the
United Kingdom for United Kingdom tax purposes;
 (b)
    
    a partnership each member of
which is
 (i)
    
    a company so
resident in the United Kingdom; or
 (ii)
    
    a company not
so resident in the United Kingdom which carries on a
trade in the United Kingdom through a permanent
establishment and which brings into account in
computing its chargeable profits (within the meaning of
section 19 of the CTA) the whole of any




---



##### 



share of interest payable in respect of that advance
that falls to it by reason of Part 17 of the CTA;
 (c)
    
    a company not so resident in
the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into
account interest payable in respect of that advance in
computing its chargeable profits (within the meaning of section
19 of the CTA) of that company; or
 (3)
    
    a Treaty Lender; or
 (B)
    
    a building society (as defined for the purposes of section
880 of the ITA) making an advance under a Finance Document.
 Tax Confirmationmeans a confirmation by a Lender that the person beneficially
entitled to interest payable to that Lender in respect of an advance under a
Finance Document is:
 (C)
    
    a company resident in the United Kingdom, for United Kingdom
tax purposes;(D)
    
    a partnership each member of which is:
 (1)
    
    a company so resident in the United Kingdom;
or(2)
    
    a company not so resident in the United
Kingdom which carries on a trade in the United Kingdom through a
permanent establishment and which brings into account in computing its
chargeable profits (within the meaning of section 19 of the CTA) the
whole of any share of interest payable in respect of that advance that
falls to it by reason of Part 17 of the CTA; or
 (E)
    
    a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which
brings into account interest payable in respect of that advance in computing
its chargeable profits (within the meaning of section 19 of the CTA) of that
company.
 Tax Credit means a credit against, relief or remission for, or repayment of any
Tax.Tax Deductionmeans a deduction or withholding for or on account of Tax from a
payment under a Finance Document.Tax Paymentmeans either the increase in a payment made by an Obligor to a
Finance Party under Clause 17.2 (Tax gross-up) or a payment under Clause 17.3 (Tax
indemnity).Treaty Lendermeans a Lender which:
 (F)
    
    in the case of an Obligor which is resident in the United
Kingdom, is treated as a resident of a Treaty State for the purposes of the
Treaty and does not carry on a business in the United Kingdom through a
permanent establishment with which that Lenders participation in the Loan is
effectively connected; or(G)
    
    in the case of an Obligor which is not resident in the United
Kingdom, is treated as resident in a jurisdiction which has a double taxation
agreement with the jurisdiction in which the Obligor is resident or treated as
resident, which double tax treaty makes provision (subject to satisfaction of
any conditions provided therein) for full exemption from Tax Deductions
imposed by the jurisdiction in which the Obligor is resident or treated as
resident.




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##### 



Treaty Statemeans a jurisdiction having a double taxation agreement (a Treaty)
with the United Kingdom which makes provision for full exemption from tax imposed
by the United Kingdom on interest.
 UK Non-Bank Lendermeans:
 (H)
    
    where a Lender becomes a Party to this Agreement on the
Amendment Effective Date, a Lender listed in Schedule 2 (The Original Lenders)
and identified as a UK Non-Bank Lender in that Schedule; and(I)
    
    where a Lender becomes a Party after the Amendment Effective
Date, a Lender which gives a Tax Confirmation in the Assignment Agreement or
Transfer Certificate which it executes on becoming a Party.
 17.1.2
    
    Unless a contrary indication appears, in this Clause 17 (Tax gross-up and
indemnities) a reference to determines or determined means a determination made in
the absolute discretion of the person making the determination.
 17.2
    
    Tax gross-up
 17.2.1
    
    Each Obligor shall make all payments to be made by it without any Tax Deduction,
unless a Tax Deduction is required by law.
 17.2.2
    
    The Company shall promptly upon becoming aware that an Obligor must make a Tax
Deduction (or that there is any change in the rate or the basis of a Tax Deduction)
notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming
so aware in respect of a payment payable to that Lender. If the Agent receives such
notification from a Lender it shall notify the Company and that Obligor.
 17.2.3
    
    If a Tax Deduction is required by law to be made by an Obligor, the amount of the
payment due from that Obligor shall be increased to an amount which (after making any
Tax Deduction) leaves an amount equal to the payment which would have been due if no
Tax Deduction had been required.
 17.2.4
    
    A payment shall not be increased under Clause 17.2.3 above by reason of a Tax
Deduction on account of Tax imposed by the United Kingdom, if on the date on which the
payment falls due:
 (A)
    
    the payment could have been made to the relevant Lender
without a Tax Deduction if the Lender had been a Qualifying Lender, but on
that date that Lender is not or has ceased to be a Qualifying Lender other
than as a result of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of) any
law or Treaty, or any published practice or published concession of any
relevant taxing authority; or(B)
 (1)
    
    the relevant Lender is a Qualifying Lender
solely by virtue of paragraph (A)(2) of the definition of Qualifying
Lenderset out in Clause 17.1.1 (Definitions); and(2)
    
    an officer of H.M. Revenue & Customs has
given (and not revoked) a direction (a Direction) under section 931
of the ITA which relates to the payment and that Lender has received
from the Obligor making the payment or from the Company a certified
copy of that Direction; and(3)
    
    the payment could have been made to the
Lender without any Tax Deduction if that Direction had not been made;
or




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##### 



(C)
    
    the relevant Lender is a Qualifying Lender solely by virtue
of paragraph (A)(2) of the definition of Qualifying Lenderset out in Clause
17.1.1 (Definitions) and:
 (1)
    
    the relevant Lender has not given a Tax
Confirmation to the Company; and(2)
    
    the payment could have been made to the
Lender without any Tax Deduction if the Lender had given a Tax
Confirmation to the Company, on the basis that the Tax Confirmation
would have enabled the Company to have formed a reasonable belief that
the payment was an excepted payment for the purpose of section 930
of the ITA; or
 (D)
    
    the relevant Lender is a Treaty Lender and the Obligor making
the payment is able to demonstrate that the payment could have been made to
the Lender without the Tax Deduction had that Lender complied with its
obligations under Clause 17.2.7 below.
 17.2.5
    
    If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax
Deduction and any payment required in connection with that Tax Deduction within the
time allowed and in the minimum amount required by law.
 17.2.6
    
    Within thirty days of making either a Tax Deduction or any payment required in
connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver
to the Agent for the Finance Party entitled to the payment a statement under section
975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the
Tax Deduction has been made or (as applicable) any appropriate payment paid to the
relevant taxing authority.
 17.2.7
    
    A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is
entitled shall co-operate in completing any procedural formalities necessary for that
Obligor to obtain authorisation to make that payment without a Tax Deduction.
 17.2.8
    
    A UK Non-Bank Lender which becomes a Party on the Amendment Effective Date gives a
Tax Confirmation to the Company by entering into this Agreement.
 17.2.9
    
    A UK Non-Bank Lender shall promptly notify the Company and the Agent if there is any
change in the position from that set out in the Tax Confirmation.
 17.3
    
    Tax indemnity
 17.3.1
    
    The Company shall (or shall procure that an Obligor will) (within three Business Days
of demand by the Agent, such demand to be accompanied by a written calculation of the
amount claimed by the Protected Party) pay to a Protected Party an amount equal to the
loss, liability or cost which that Protected Party determines will be or has been
(directly or indirectly) suffered for or on account of Tax by that Protected Party in
respect of a Finance Document.
 17.3.2
    
    Clause 17.3.1 above shall not apply:
 (A)
    
    with respect to any Tax assessed on a Finance Party:
 (1)
    
    under the law of the jurisdiction in which
that Finance Party is incorporated or, if different, the jurisdiction
(or jurisdictions) in which that Finance Party is treated as resident
for tax purposes; or




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##### 



(2)
    
    under the law of the jurisdiction in which
that Finance Partys Facility Office is located in respect of amounts
received or receivable in that jurisdiction,
 if that Tax is imposed on or calculated by reference to the net income
received or receivable (but not any sum deemed to be received or
receivable) by that Finance Party; or(B)
    
    to the extent a loss, liability or cost:
 (1)
    
    is compensated for by an increased payment
under Clause 17.2 (Tax gross-up); or
 (2)
    
    would have been compensated for by an
increased payment under Clause 17.2 (Tax gross-up) but was not so
compensated solely because one of the exclusions in Clause 17.2.4 (Tax
gross up) applied.
 17.3.3
    
    A Protected Party making, or intending to make a claim under Clause 17.3.1 above
shall promptly notify the Agent of the event which will give, or has given, rise to the
claim, following which the Agent shall notify the Company.
 17.3.4
    
    A Protected Party shall, on receiving a payment from an Obligor under this Clause
17.3 (Tax indemnity), notify the Agent.
 17.4
    
    Tax CreditIf an Obligor makes a Tax Payment and the relevant Finance Party determines that:
 17.4.1
    
    a Tax Credit is attributable either to an increased payment of which that Tax Payment
forms part, or to that Tax Payment; and
 17.4.2
    
    that Finance Party has obtained, utilised and retained that Tax Credit,
 the Finance Party shall pay an amount to the Obligor which that Finance Party determines
will leave it (after that payment) in the same after-Tax position as it would have been in
had the Tax Payment not been required to be made by the Obligor.
 17.5
    
    Lender status confirmation
 17.5.1
    
    Each Lender which becomes a Party to this Agreement after the Amendment Effective
Date shall indicate, in the Transfer Certificate or Assignment Agreement which it
executes on becoming a Party, and for the benefit of the Agent and without liability to
any Obligor, which of the following categories it falls in:
 (A)
    
    not a Qualifying Lender;(B)
    
    a Qualifying Lender (other than a Treaty Lender); or(C)
    
    a Treaty Lender.
 17.5.2
    
    If a New Lender fails to indicate its status in accordance with this Clause 17.5
(Lender status confirmation) then such New Lender shall be treated for the purposes of
this Agreement (including by each Obligor) as if it is not a Qualifying Lender until
such time as it notifies the Agent which category applies (and the Agent, upon receipt
of such notification, shall inform the Company). For the avoidance of doubt, a Transfer
Certificate or Assignment Agreement shall not be invalidated by any failure of a Lender
to comply with this Clause 17.5 (Lender status confirmation).




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##### 



17.6
    
    Stamp taxesThe Company shall (or shall procure that an Obligor will) pay and, within three Business
Days of demand, indemnify each Finance Party against any cost, loss or liability that
Finance Party incurs in relation to all stamp duty, registration and other similar Taxes
payable in respect of any Finance Document (other than a Transfer Certificate).17.7
    
    Value added tax
 17.7.1
    
    All amounts set out, or expressed in a Finance Document to be payable by any Party to
a Finance Party which (in whole or in part) constitute the consideration for a supply
or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is
chargeable on such supply, and accordingly, subject to Clause 17.7.3 (Value added tax),
if VAT is or becomes chargeable on any supply made by any Finance Party to any Party
under a Finance Document, that Party shall pay to the Finance Party (in addition to and
at the same time as paying any other the consideration for such supply) an amount equal
to the amount of such VAT (and such Finance Party shall promptly provide an appropriate
VAT invoice to such Party).
 17.7.2
    
    If VAT is or becomes chargeable on any supply made by any Finance Party (the
Supplier") to any other Finance Party (the Recipient") under a Finance Document, and
any Party other than the Recipient (the Subject Party") is required by the terms of
any Finance Document to pay an amount equal to the consideration for such supply to the
Supplier (rather than being required to reimburse the Recipient in respect of that
consideration), such Party shall also pay to the Supplier (in addition to and at the
same time as paying such amount) an amount equal to the amount of such VAT. The
Recipient will promptly pay to the Subject Party an amount equal to any credit or
repayment obtained by the Recipient Party from the relevant tax authority which the
Recipient Party reasonably determines in respect of such VAT.
 17.7.3
    
    Where a Finance Document requires any Party to reimburse or indemnify a Finance Party
for any cost or expense, that Party shall reimburse or indemnify (as the case may be)
such Finance Party for the full amount of such cost or expense, including such part
thereof that represents VAT, save to the extent that such Finance Party reasonably
determines that it is entitled to credit or repayment in respect of such VAT from the
relevant tax authority.
 17.7.4
    
    Any reference in this Clause 17.7 (Value added tax) to any Party shall, at any time
when such Party is treated as a member of a group for VAT purposes, included (where
appropriate and unless the context otherwise requires) a reference to the
representative member of such group at such time (the term representative member to
have the same meaning in the Value Added Tax Act 1994).
 18.
    
    INCREASED COSTS18.1
    
    Increased costs
 18.1.1
    
    Subject to Clause 18.3 (Exceptions), the Company shall (or shall procure that an
Obligor will), within three Business Days of a demand by the Agent, pay for the account
of a Finance Party the amount of any Increased Costs incurred by that Finance Party or
any of its Affiliates as a result of (i) the introduction of or any change in (or in
the interpretation, administration or application of) any law or regulation or (ii)
compliance with any law or regulation made after the Amendment Effective Date.
 18.1.2
    
    In this Agreement Increased Costsmeans:




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##### 



(A)
    
    a reduction in the rate of return from the Facility or on a
Finance Partys (or its Affiliates) overall capital;(B)
    
    an additional or increased cost; or(C)
    
    a reduction of any amount due and payable under any Finance
Document,
 which is incurred or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered into its
Commitment or funding or performing its obligations under any Finance Document.
 18.2
    
    Increased cost claims
 18.2.1
    
    A Finance Party intending to make a claim pursuant to Clause 18.1 (Increased costs)
shall notify the Agent of the event giving rise to the claim, following which the Agent
shall promptly notify the Company.
 18.2.2
    
    Each Finance Party shall, as soon as practicable after a demand by the Agent or the
Company, provide a certificate confirming the amount of its Increased Costs and setting
out the calculation of such amount in reasonable detail.
 18.3
    
    Exceptions
 18.3.1
    
    Clause 18.1 (Increased costs) does not apply to the extent any Increased Cost is:
 (A)
    
    attributable to a Tax Deduction required by law to be made by
an Obligor;(B)
    
    compensated for by Clause 17.3 (Tax indemnity) (or would have
been compensated for under Clause 17.3 (Tax indemnity) but was not so
compensated solely because any of the exclusions in Clause 17.3.2 (Tax
indemnity) applied);(C)
    
    compensated for by the payment of the Mandatory Cost;(D)
    
    attributable to the wilful breach by the relevant Finance
Party or its Affiliates of any law or regulation or any Finance Document to
which it is a party; or(E)
    
    attributable to the implementation or application of or
compliance with the Basle II Accord or any law or regulation which implements
the Basle II Accord.
 18.3.2
    
    In this Clause 18.3 (Exceptions):
 (A)
    
    a reference to a Tax Deductionhas the same meaning given
to the term in Clause 17.1 (Definitions); and(B)
    
    Basle II Accordmeans the paper titled International
Convergence of Capital Measurement and Capital Standards, a Revised Framework
published by the Basle Committee on Banking Supervision in June 2004 in the
form existing as at the Amendment Effective Date.
 19.
    
    OTHER INDEMNITIES19.1
    
    Currency indemnity
 19.1.1
    
    If any sum due from an Obligor under the Finance Documents (a Sum"), or any order,
judgment or award given or made in relation to a Sum, has to be converted from the
currency (the First Currency") in which that Sum is payable into another currency (the
Second Currency") for the purpose of:
 (A)
    
    making or filing a claim or proof against that Obligor; or(B)
    
    obtaining or enforcing an order, judgment or award in
relation to any litigation or arbitration proceedings,




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##### 



that Obligor shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost, loss
or liability arising out of or as a result of the conversion including any
discrepancy between (i) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (ii) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.19.1.2
    
    Without prejudice to Clause 19.1.1, each Obligor shall as an independent obligation,
within three Business Days of demand, indemnify each Finance Party against any cost,
loss or liability which that Finance Party incurs as a result of that Finance Party
receiving an amount in respect of that Obligors liability under any Finance Document
in a currency other than the currency in which that liability is expressed to be
payable under that Finance Document.19.1.3
    
    Each Obligor waives any right it may have in any jurisdiction to pay any amount under
the Finance Documents in a currency or currency unit other than that in which it is
expressed to be payable.
 19.2
    
    Other indemnitiesThe Company shall (or shall procure that an Obligor will), within three Business Days of
demand, indemnify each Finance Party against any cost, loss or liability incurred by that
Finance Party as a result of:
 19.2.1
    
    the occurrence of any Event of Default;
 19.2.2
    
    a failure by an Obligor to pay any amount due under a Finance Document on its due
date, including, any cost, loss or liability arising as a result of Clause 32 (Sharing
among the Finance Parties);
 19.2.3
    
    funding, or making arrangements to fund, its participation in a Loan requested by a
Borrower in a Utilisation Request but not made by reason of the operation of any one or
more of the provisions of this Agreement (other than by reason of default or negligence
by that Finance Party alone);
 19.2.4
    
    a Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment given hereunder; or
 19.2.5
    
    the release of any Security constituted by any Finance Document or any release of any
Obligor which is permitted under the Finance Documents.
 19.3
    
    Indemnity to the AgentThe Company shall (or shall procure that an Obligor will) promptly indemnify the Agent
against any cost, loss or liability incurred by the Agent (acting reasonably) as a result
of:
 19.3.1
    
    investigating any event which it reasonably believes is a Default;
 19.3.2
    
    entering into or performing any foreign exchange contract for the purposes of Clause
10.2.2 (Change of currency); or
 19.3.3
    
    acting or relying on any notice, request or instruction which it reasonably believes
to be genuine, correct and appropriately authorised.




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##### 



20.
    
    MITIGATION BY THE LENDERS20.1
    
    Mitigation
 20.1.1
    
    Each Finance Party shall, in consultation with the Company, take all reasonable steps
to mitigate any circumstances which arise and which would result in any amount becoming
payable under or pursuant to, or cancelled pursuant to, any of Clause 12.1
(Illegality), Clause 17 (Tax gross-up and indemnities), Clause 18 (Increased costs) or
paragraph 3 of Schedule 5 (Mandatory Cost Formulae) including transferring its rights
and obligations under the Finance Documents to another Affiliate or Facility Office.
 20.1.2
    
    Clause 20.1.1 does not in any way limit the obligations of any Obligor under the
Finance Documents.
 20.2
    
    Limitation of liability
 20.2.1
    
    The Company shall (or shall procure that an Obligor will) indemnify each Finance
Party for all costs and expenses reasonably incurred by that Finance Party as a result
of steps taken by it under Clause 20.1 (Mitigation).
 20.2.2
    
    A Finance Party is not obliged to take any steps under Clause 20.1 (Mitigation) if,
in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial
to it.
 21.
    
    COSTS AND EXPENSES21.1
    
    Transaction expensesThe Company shall (or shall procure that an Obligor will) promptly on demand pay the
Administrative Finance Parties the amount of all costs and expenses (including legal fees)
reasonably incurred by any of them in connection with:
 21.1.1
    
    the negotiation, preparation, printing, execution and syndication of:
 (A)
    
    this Agreement and any other documents referred to in this
Agreement; and(B)
    
    any other Finance Documents (other than a Transfer
Certificate or Assignment Agreement) executed after the Amendment Effective
Date; and
 21.1.2
    
    the completion of the transactions and perfection of the Security intended to be
created pursuant to the Security Documents,
 subject to any applicable cap agreed between the Company and the Agent.21.2
    
    Amendment costsIf (a) a relevant party requests an amendment, waiver or consent to any Finance Document or
(b) an amendment is required pursuant to Clause 33.9 (Change of currency), the Obligors
shall, within three Business Days of demand, reimburse the Finance Parties for the amount of
all costs and expenses (including legal fees) reasonably incurred by the Finance Parties in
responding to, evaluating, negotiating or complying with that request or requirement. For
the purposes of this Clause, relevant partymeans any Obligor or any other party (other
than a Finance Party) to a Finance Document.21.3
    
    Enforcement costsThe Company shall (or shall procure that an Obligor will), within three Business Days of
demand, pay to each Finance Party the amount of all costs and expenses (including legal
fees) incurred by that Finance Party in connection with the enforcement of, or the
preservation of any rights under, any Finance Document.




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##### 



22.
    
    GUARANTEE AND INDEMNITY22.1
    
    Guarantee and indemnityEach Guarantor irrevocably and unconditionally jointly and severally:
 22.1.1
    
    guarantees to each Finance Party punctual performance by each other Obligor of all
that other Obligors obligations under the Finance Documents;
 22.1.2
    
    undertakes with each Finance Party that whenever an Obligor does not pay any amount
when due under or in connection with any Finance Document, that Guarantor shall
immediately on demand pay that amount as if it was the principal obligor; and
 22.1.3
    
    agrees with each Finance Party that if any obligation guaranteed by it is or becomes
unenforceable, invalid or illegal, it will, as an independent and primary obligation,
indemnify that Finance Party immediately on demand against any cost, loss or liability
it incurs as a result of a Borrower not paying any amount which would, but for such
unenforceability, invalidity or illegality, have been payable by it under any Finance
Document on the date when it would have been due. The amount payable by a Guarantor
under this indemnity will not exceed the amount it would have had to pay under this
Clause 22 (Guarantee and indemnity) if the amount claimed had been recoverable on the
basis of a guarantee.
 22.2
    
    Continuing guaranteeThis guarantee is a continuing guarantee and will extend to the ultimate balance of sums
payable by any Obligor under the Finance Documents, regardless of any intermediate payment
or discharge in whole or in part.
 22.3
    
    ReinstatementIf any discharge, release or arrangement (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made by a Finance Party in
whole or in part on the basis of any payment, security or other disposition which is avoided
or must be restored in insolvency, liquidation, administration or otherwise, then the
liability of each Guarantor under this Clause 22 (Guarantee and indemnity) will continue or
be reinstated as if the discharge, release or arrangement had not occurred.
 22.4
    
    Waiver of defencesThe obligations of each Guarantor under this Clause 22 (Guarantee and indemnity) will not be
affected by (and the intention of each Guarantor is that its obligations shall continue in
full force and effect notwithstanding) any act, omission, matter or thing which, but for
this Clause 22.4 (Waiver of defences), would reduce, release or prejudice any of its
obligations under this Clause 22 (Guarantee and indemnity) (without limitation and whether
or not known to it or any Finance Party) including:
 22.4.1
    
    any time, waiver or consent granted to, or composition with, any Obligor or other
person;
 22.4.2
    
    the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any Obligor or other person;
 22.4.3
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over assets of,
any Obligor or other person or any non-presentation or non-observance of any formality
or other requirement in respect of any instrument or any failure to realise the full
value of any security;




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##### 



22.4.4
    
    any incapacity or lack of power, authority or legal personality of or dissolution or
change in the members or status of an Obligor or any other person;
 22.4.5
    
    any amendment, novation, supplement, extension, restatement (however fundamental and
whether or not more onerous) or replacement of any Finance Document or any other
document or security including any change in the purpose of, any extension of or any
increase in any facility or the addition of any new facility under any Finance Document
or other document or security;
 22.4.6
    
    any unenforceability, illegality or invalidity of any obligation of any person under
any Finance Document or any other document or security; or
 22.4.7
    
    any insolvency or similar proceedings.
 22.5
    
    Immediate recourseEach Guarantor waives any right it may have of first requiring any Finance Party (or any
trustee or agent on its behalf) to proceed against or enforce any other rights or security
or claim payment from any person before claiming from that Guarantor under this Clause 22
(Guarantee and indemnity). This waiver applies irrespective of any law or any provision of
a Finance Document to the contrary.22.6
    
    AppropriationsUntil all amounts which may be or become payable by the Obligors under or in connection with
the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee
or agent on its behalf) may:
 22.6.1
    
    refrain from applying or enforcing any other moneys, security or rights held or
received by that Finance Party (or any trustee or agent on its behalf) in respect of
those amounts, or apply and enforce the same in such manner and order as it sees fit
(whether against those amounts or otherwise) and no Guarantor shall be entitled to the
benefit of the same; and
 22.6.2
    
    hold in an interest-bearing suspense account any moneys received from any Guarantor
or on account of any Guarantors liability under this Clause 22 (Guarantee and
indemnity).
 22.7
    
    Deferral of Guarantors rights
 22.7.1
    
    Until all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full and unless the
Agent or the Security Trustee otherwise directs, no Guarantor will exercise any rights
which it may have by reason of performance by it of its obligations under the Finance
Documents:
 (A)
    
    to be indemnified by an Obligor;(B)
    
    to claim any contribution from any other guarantor of any
Obligors obligations under the Finance Documents;(C)
    
    to take the benefit (in whole or in part and whether by way
of subrogation or otherwise) of any rights of the Finance Parties under the
Finance Documents or of any other guarantee or security taken pursuant to, or
in connection with, the Finance Documents by any Finance Party; and/or(D)
    
    to claim any set off or counterclaim against any other
Obligor or any other person liable or claim or prove in competition with the
Finance Parties in the bankruptcy or liquidation of any other Obligor or any
other person liable or




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##### 



have the benefit of, or share in, any payment from or composition with, any
other Obligor or any other person liable or any other security now or
hereafter held by the Finance Parties in respect of the obligations of any
Obligor under the Finance Documents or for the obligations or liabilities
of any other person liable but so that, if so directed by the Agent or the
Security Trustee, it will prove for the whole or any part of its claim in
the liquidation or bankruptcy of any other Obligor on terms that the
benefit of such proof and of all of the money received by it in respect
thereof shall be held on trust for the Finance Parties and applied in or
towards discharge of the obligations of the Obligors under the Finance
Documents in such manner as the Agent or the Security Trustee shall deem
appropriate.
 22.7.2
    
    Without prejudice to Clause 22.7.1(D) or Clause 22.8 (Agents authority), if a
Guarantor receives any benefit, payment or distribution in relation to such rights
described in Clause 22.7.1, it shall hold that benefit, payment or distribution to the
extent necessary to enable all amounts which may be or become payable to the Finance
Parties by the Obligors under or in connection with the Finance Documents to be repaid
in full on trust for the Finance Parties and shall promptly pay or transfer the same to
the Agent or as the Agent may direct for application in accordance with Clause 33
(Payment mechanics).
 22.8
    
    Agents authorityIf any Guarantor fails to claim or prove in the liquidation or bankruptcy of any other
Obligor promptly upon being directed to do so by the Agent or the Security Trustee as
contemplated by Clause 22.7.1(D) (Deferral of Guarantors rights):
 22.8.1
    
    the Agent or the Security Trustee (as the case may be) may, and is irrevocably
authorised on behalf of such Obligor to, file any claims or proofs in such liquidation
or bankruptcy on its behalf; and22.8.2
    
    the Agent or the Security Trustee (as the case may be) may direct the trustee in
bankruptcy, liquidator, assignee or other person distributing the assets of any Obligor
or their proceeds to pay distributions on the obligations or liabilities of such
Obligor direct to the Agent or the Security Trustee on behalf of the Finance Parties
until all amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full.
 22.9
    
    Release of Guarantors right of contributionIf any Guarantor (a Retiring Guarantor") ceases to be a Guarantor in accordance with the
terms of the Finance Documents for the purpose of any sale or other disposal of that
Retiring Guarantor that is permitted under the terms of the Finance Documents, then on the
date such Retiring Guarantor ceases to be a Guarantor:
 22.9.1
    
    that Retiring Guarantor is released by each other Guarantor from any liability
(whether past, present or future and whether actual or contingent) to make a
contribution to any other Guarantor arising by reason of the performance by any other
Guarantor of its obligations under the Finance Documents; and
 22.9.2
    
    each other Guarantor waives any rights it may have by reason of the performance of
its obligations under the Finance Documents to take the benefit (in whole or in part
and whether by way of subrogation or otherwise) of any rights of the Finance Parties
under any Finance Document or of any other security taken pursuant to, or in connection
with,




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##### 



any Finance Document where such rights or security are granted by or in relation to
the assets of the Retiring Guarantor.
 22.10
    
    Additional securityThis guarantee is in addition to and is not in any way prejudiced by any other guarantee or
security now or subsequently held by any Finance Party.22.11
    
    Limitation of guaranteeNotwithstanding any other provision of any Finance Document, the amount guaranteed by each
Guarantor hereunder shall be limited to the extent, if any, required so that its obligations
under this Clause 22 (Guarantee and indemnity) shall not be subject to avoidance under
Section 548 of Title 11 of the United States Code, or to being set aside or annulled under
any applicable law or regulation relating to fraud on creditors. In determining the
limitations, if any, on the amount of any Guarantors obligations hereunder pursuant to the
preceding sentence, it is the intention of the parties hereto that any rights of subrogation
or contribution which such Guarantor may have under this Clause 22 (Guarantee and
indemnity), any other agreement or applicable law or regulation shall be taken into account.23.
    
    REPRESENTATIONS23.1
    
    Timing of representations
 23.1.1
    
    Each Obligor makes the representations and warranties set out in this Clause 23
(Representations) to each Finance Party on the Amendment Effective Date.23.1.2
    
    In addition, the Repeating Representations are deemed to be made by each Obligor by
reference to the facts and circumstances then existing on:
 (A)
    
    the date of each Utilisation Request and the first day of
each Interest Period; and(B)
    
    in the case of an Additional Obligor, the day on which the
company becomes (or it is proposed that the company becomes) an Additional
Obligor.
 23.2
    
    Status
 23.2.1
    
    With the exception of Endeavour Energy North Sea, L.P., it, and each member of the
Group party to a Transaction Document is a limited liability company, duly incorporated
or in the case of Endeavour Energy North Sea LLC, duly formed and validly existing
under the laws of its jurisdiction of incorporation.
 23.2.2
    
    Endeavour Energy North Sea, L.P. is a limited partnership duly formed and validly
existing under the laws of the state of Delaware.
 23.2.3
    
    It, and each member of the Group party to a Transaction Document has the power to own
its assets and carry on its business as it is being conducted.
 23.3
    
    Powers and authorityIt, and each member of the Group party to a Finance Document or material Project Document,
has the power to enter into and perform, and has taken all necessary action to authorise the
entry into, and performance of, the Finance Documents or material Project Documents to which
it is a party and the transactions contemplated by those Finance Documents or material
Project Documents.23.4
    
    Legal validitySubject to any general principles of law limiting its obligations or the obligations of any
member of the Group and specifically referred to in any legal opinion required, and
delivered to the Agent,




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under this Agreement, each Finance Document and, to the best of its knowledge (after due
enquiry), each material Project Document to which it, or any member of the Group, is a
party:
 23.4.1
    
    is in full force and effect; and
 23.4.2
    
    is its legally binding, valid and enforceable obligation or, as the case may be, the
legally binding, valid and enforceable obligation of that member of the Group,
 and no person is in default under any Finance Document or material Project Document.23.5
    
    Non-conflictThe entry into and performance by it of, or any Transaction Party of, and the transactions
contemplated by, the Finance Documents, do not conflict with:
 23.5.1
    
    any law or regulation applicable to it or any member of the Group party to such
documents;
 23.5.2
    
    its constitutional documents or the constitutional documents of any member of the
Group party to such documents; or
 23.5.3
    
    any document which is binding upon (i) it or any of its assets or (ii) any member of
the Group or any assets of any member of the Group.
 23.6
    
    Pari passu rankingIts payment obligations, and the payment obligations of each Transaction Party, under the
Finance Documents rank at least pari passu with all its other present unsecured obligations,
except for obligations mandatorily preferred by law applying to companies generally.23.7
    
    InsolvencyAs at the Amendment Effective Date and, in the case of any member of the Borrower Group
which does not have an interest in any Borrowing Base Asset at the Amendment Effective Date,
the date on which any Petroleum Asset owned by such member of the Borrower Group becomes a
Borrowing Base Asset, neither it nor any member of the Group has taken any steps, and (after
due enquiry) it is not aware of any steps having been taken for:
 23.7.1
    
    the winding-up, administration, or dissolution of it or any member of the Group (or
any of their respective assets); or23.7.2
    
    the appointment of any Insolvency Officer in relation to it or any member of the
Group or their respective assets,or any analogous step in any jurisdiction.
 23.8
    
    No default
 23.8.1
    
    No Event of Default and, on the Amendment Effective Date, no Default has occurred and
is continuing or will result from the execution of, or the performance of any
transaction contemplated by, any Finance Document and so far as it is aware no
circumstances exist which threaten the foregoing.23.8.2
    
    No other event is outstanding which constitutes a default under any document which is
binding on it, or any member of the Group or any of its assets or any assets of any
member of the Group, in each case, to an extent or in a manner which is reasonably
likely to result in a Material Adverse Change.
 23.9
    
    Authorisations
 23.9.1
    
    As at the date of a Finance Document and the date on which any Petroleum Asset
becomes a Borrowing Base Asset, except for registration of any relevant Security




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##### 



Document, all Authorisations required by it, or any Transaction Party in connection
with the entry into, performance, validity and enforceability of, and the
transactions contemplated by, that Finance Document have been obtained or effected
(as appropriate) and are in full force and effect, and to the best of its knowledge
(after due enquiry), no steps have been or are being taken for the revocation,
variation or refusal of any such Authorisation.23.9.2
    
    As at the Amendment Effective Date and the date on which any Petroleum Asset becomes
a Borrowing Base Asset, all material Authorisations required by it or any member of the
Group in connection with:
 (A)
    
    the entry into, performance, validity and enforceability of;
and(B)
    
    the transactions (including the exploitation of the Borrowing
Base Assets) contemplated by,
 each of the material Project Documents to which it or any member of the Group is a
party have been obtained or effected (as appropriate) (or, in relation to the
matters referred to at paragraph (B) above, if not yet required, there is no reason
to believe that they will not be obtained in satisfactory terms at the time they
are required) and are in full force and effect and, to the best of its knowledge
(after due enquiry), no steps have been taken to revoke or amend such
Authorisations.
 23.9.3
    
    As at the Amendment Effective Date and the date on which any Petroleum Asset becomes
a Borrowing Base Asset, all material Authorisations required by it, or any member of
the Group in connection with the exploitation of the Borrowing Base Assets as
contemplated by the Finance Documents and each Projection, have been obtained or
effected (as appropriate) and are in full force and effect and, to the best of its
knowledge (after due enquiry), no steps have been taken to revoke or amend such
Authorisations.
 23.10
    
    Financial statementsIts audited financial statements or, in the case of the Company, its audited consolidated
financial statements most recently delivered to the Agent:
 23.10.1
    
    have been prepared in accordance with GAAP/IFRS, consistently applied; and
 23.10.2
    
    give a true and fair view of its financial condition as at the date to which they
were drawn up,
 except, in each case, as disclosed to the contrary in those financial statements.23.11
    
    No Material Adverse ChangeAs at the Amendment Effective Date, there has been no Material Adverse Change.23.12
    
    LitigationNo litigation, arbitration or administrative proceedings are current or, to its knowledge,
pending or threatened which, if adversely determined, would be reasonably likely to result
in a Material Adverse Change.23.13
    
    Information Package
 23.13.1
    
    The factual information contained in the Information Package was true and accurate
in all material respects as at its date or (if appropriate) as at the date (if any) at
which it is stated to be given.




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##### 



23.13.2
    
    The Information Package contains all information regarding each Obligor and the
Borrowing Base Assets which is material as at its date or (if appropriate) as at the
date (if any) at which it is stated to be given.
 23.13.3
    
    The estimates, forecasts and financial projections contained in the Information
Package have been prepared, in good faith and with due care on the basis of recent
historical information and assumptions believed by the Obligors to be reasonable as at
the date it is stated to be given.
 23.13.4
    
    Each estimate, forecast and expression of opinion or intention contained in the
Information Package was made in good faith, with due care and after careful
consideration and enquiry and is believed by the Obligors to be reasonable as at the
date at which it is stated to be given.
 23.13.5
    
    The Information Package did not, when provided, omit any information which, if
disclosed, would make the Information Package untrue or misleading in any material
respect.
 23.13.6
    
    As at the Amendment Effective Date, nothing has occurred which, if disclosed, would
make the Information Package untrue or misleading in any material respect.
 23.14
    
    SecuritySubject to:
 23.14.1
    
    any qualifications as to matters of law set out in any legal opinion required, and
delivered to the Agent, under this Agreement;
 23.14.2
    
    any required registration of any Security Document;
 23.14.3
    
    the delivery of any notices required to be delivered pursuant to the Security
Documents which has not been delivered on the date that this representation and
warranty is, or is deemed to be, given; and
 23.14.4
    
    any rights of forfeiture (or similar rights) of the counterparties to the Project
Documents,
 each Security Document to which it or any Transaction Party is a party:
 (A)
    
    confers the Security of the type it purports to create over
the assets over which a Security is purported to be given by that Security
Document;(B)
    
    is valid and enforceable against (i) it or, as the case may
be, the relevant Transaction Party which is party thereto, and (ii) its or, as
the case may be, such Transaction Partys Insolvency Officers and creditors;
and(C)
    
    is not capable of being avoided or set aside, whether in the
winding up, administration, or dissolution or otherwise of it (or any of its
assets) or, as the case may be, such Transaction Party (or any such
Transaction Partys assets).
 23.15
    
    Environmental matters
 23.15.1
    
    To the best of its knowledge (after due enquiry) it has obtained all material
Environmental Licences required by it in connection with each of the Borrowing Base
Assets in which it has an interest and their exploitation and has at all times complied
in all material respects with all those Environmental Licences and it and each other
member of the Group has complied in all material respects with all applicable
Environmental Laws.




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##### 



23.15.2
    
    To the best of its knowledge (after due enquiry) there is no material environmental
contamination on any site connected with any Borrowing Base Asset or in which it or any
member of the Group has an interest.
 23.15.3
    
    To the best of its knowledge (after due enquiry) there are no material Environmental
Claims current, or to its knowledge, pending or threatened, connected with it, any
member of the Group or any of the Borrowing Base Assets.
 23.16
    
    Borrowing Base Assets
 23.16.1
    
    The Obligors own, or have sufficient access to and the right to use all assets
necessary for the exploitation of each Borrowing Base Asset as contemplated by the
Transaction Documents and the then current Projection.
 23.16.2
    
    Save as disclosed in Section C of the Due Diligence Report, to the best of its
knowledge (after due enquiry), an Obligor is the absolute legal and beneficial owner of
each Borrowing Base Asset and each Key Asset, in each case, free from any Security or
other interest of any kind (other than (i) the interests of co-venturers under the
Project Documents relating to that Borrowing Base Asset, (ii) the Security under the
Security Documents or (iii) the Security permitted under Clause 25.4 (Negative pledge))
and no member of the Group is under any obligation to create any Security over any
Borrowing Base Asset or Key Asset (except by virtue of any Security Document or as
permitted under Clause 25.4 (Negative pledge)).
 23.16.3
    
    So far as it is aware, no event or circumstance exists which entitles any person to
terminate or suspend any Authorisation of a kind referred to in Clause 23.9.2
(Authorisations).
 23.17
    
    Copies of Project DocumentsSave as disclosed in Section A of the Due Diligence Report, each copy of a Project Document
delivered to the Agent by it is, at the time it is delivered, a correct and complete copy of
the relevant document as in force at that time.
 23.18
    
    Laws and regulationsIt and each member of the Group, is in compliance in all material respects with all
applicable laws and regulations including any applicable tax laws and regulations. This
implies that Dutch Financial Supervision Act (Wet op het financieel toezicht) is also
applicable.23.19
    
    Insurances
 23.19.1
    
    All Insurances which are at any time required to be maintained or effected by it, or
any member of the Group, pursuant to the Finance Documents are in full force and effect
at that time, and to the best of its knowledge (after due enquiry), no event or
circumstance has occurred, nor has there been any omission to disclose a fact, which
would in either case entitle any insurer under those Insurances to avoid its liability
or otherwise reduce its liability.
 23.19.2
    
    The Security Trustee (as security trustee for the Secured Creditors) will, on and
from the first Utilisation Date, be named as co-insured in relation to all such
Insurances.
 23.20
    
    No immunity
 23.20.1
    
    It, and each member of the Group party to a Transaction Document is subject to civil
commercial law in respect of its obligations under the Transaction Documents.
 23.20.2
    
    None of it, any other member of the Group party to a Transaction Document, any of
its assets, or any assets of any other member of the Group party to a Transaction




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##### 



Document, is entitled to any right of immunity, and the entry into and performance
by it, and each member of the Group party to a Transaction Document, of the
Transaction Documents to which it or, as the case may be, that member of the Group,
is a party constitute private and commercial acts.
 23.21
    
    Governing law and enforcementSubject to any qualifications as to matters of law set out in any legal opinion required,
and delivered to the Agent, under this Agreement:
 23.21.1
    
    the relevant law chosen as the governing law of each of the Finance Documents to
which it, or any member of the Group, is a party will be recognised and enforced in its
jurisdiction of incorporation or, as the case may be, the jurisdiction of incorporation
of such member of the Group;
 23.21.2
    
    the submission by it, or any member of the Group, to the jurisdiction of the courts
of England under any relevant Finance Document to which it or, as the case may be, such
member of the Group, is a party and any undertaking given in any Finance Document by
it, or any member of the Group, not to claim any immunity, in each case, is legal,
valid and binding under the law of its jurisdiction of incorporation or, as the case
may be, the jurisdiction of incorporation of such member of the Group; and
 23.21.3
    
    any judgment obtained in England in relation to a Finance Document to which it, or
any member of the Group, is a party will be recognised and enforced in its jurisdiction
of incorporation or, as the case may be, the jurisdiction of incorporation of such
member of the Group.
 23.22
    
    Deduction of TaxAs at the Amendment Effective Date it is not required under the law of its jurisdiction of
incorporation to make any deduction for or on account of Tax from any payment that it may
make under any Finance Document.
 23.23
    
    Ownership structure
 23.23.1
    
    As at the Amendment Effective Date, each of the Companys Subsidiaries, apart from
Endeavour Energy Luxembourg S.a.r.l and Endeavour Energy New Ventures I Ltd, are
Original Guarantors.
 23.23.2
    
    As at the Amendment Effective Date, the ownership structure of the Group is as set
out in Schedule 9 (Corporate Organisation Chart).
 23.24
    
    No SecurityNo Security (or agreement to create the same) exists over any of its assets or any assets of
any member of the Group save, in each case, as permitted under Clause 25.4 (Negative
pledge).
 23.25
    
    Share SecurityEach member of the Group that has entered into any Security Document for the purposes of
granting Security over its shares in another member of the Group is the legal and beneficial
owner of all of such shares and other assets (the charged assets") secured, or purported to
be secured, under such Security Document free from any Security (other than the relevant
Security created pursuant to that Security Document); and the charged assets are free from
any restrictions as to transfer or registration and are not subject to any calls or other
liability to pay money.




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##### 



23.26
    
    Dutch Works Council ActNone of the Obligors incorporated in The Netherlands is required to obtain advice from any
works council within the meaning of the Dutch Works Council Act (Wet op de
Ondernemingsraden).
 23.27
    
    Final Salary Pension SchemesNo member of the Group has at any time operated a final salary pension scheme.23.28
    
    Overseas CompanyNone of the Obligors (other than Endeavour Energy UK Limited and Endeavour North Sea) have
registered an establishment in the United Kingdom at Companies House whether under its name
of incorporation or under any other name.24.
    
    INFORMATION UNDERTAKINGS24.1
    
    Financial statements
 24.1.1
    
    The Company must supply to the Agent (in sufficient copies for all the Lenders if the
Agent so requests):
 (A)
    
    its audited consolidated financial statements for each of its
financial years; and(B)
    
    its unaudited consolidated financial statements for each six
month period in each of its financial years.
 24.1.2
    
    In addition, if the Agent so requests, each Obligor (other than the Company) must
supply to the Agent (in sufficient copies for all the Lenders if the Agent so
requests):
 (A)
    
    its financial statements (or, if the same have been audited,
audited financial statements) for each of its financial years; and(B)
    
    its unaudited financial statements for each six month period
in each of its financial years.
 24.1.3
    
    All financial statements must be supplied as soon as they are available and:
 (A)
    
    in the case of audited financial statements or audited
consolidated financial statements of the Company, within 120 days;(B)
    
    in the case of audited financial statements or audited
consolidated financial statements of each Obligor (other than the Company),
within 180 days or, in the case only of Endeavour Energy UK Limited or any
other Obligor incorporated in England and Wales, 304 days;(C)
    
    in the case of unaudited financial statements or unaudited
consolidated financial statements of the Company, within 90 days; and(D)
    
    in the case of unaudited financial statements or unaudited
consolidated financial statements of each Obligor (other than the Company),
within 120 days,
 of the end of the relevant financial period.24.1.4
    
    The Company must supply to the Agent, with each set of financial statements it
supplies in accordance with Clause 24.1.2 and Clause 24.1.3, a certificate signed by a
director of the Company (in form satisfactory to the Agent) demonstrating the
compliance of the Group with Clause 26 (Financial Covenants) or, if it is not in
compliance, stating this fact together with a brief explanation therefor.




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24.2
    
    Form of financial statements
 24.2.1
    
    Each Obligor must ensure that each set of financial statements supplied under this
Agreement is prepared using GAAP/IFRS and gives (if audited) a true and fair view of,
or (if unaudited) fairly represents, the financial condition (consolidated or
otherwise) of the relevant person as at the date and for the period in respect of which
those financial statements were drawn up.
 24.2.2
    
    Each Obligor must notify the Agent of any change to GAAP/IFRS, accounting practices
or reference periods which affect the basis on which its audited consolidated financial
statements or audited financial statements are prepared.
 24.2.3
    
    If requested by the Agent, the relevant Obligor must supply to the Agent:
 (A)
    
    a full description of any change notified under Clause
24.2.2; and(B)
    
    sufficient information to enable the Finance Parties to make
a proper comparison between the financial position shown by the set of
financial statements prepared on the changed basis and its most recent audited
consolidated financial statements or, as the case may be, audited financial
statements delivered to the Agent under this Agreement.
 24.2.4
    
    If requested by the Agent, the Company must enter into discussions for a period of
not more than 30 days with a view to agreeing any amendments required to be made to
this Agreement to place the relevant Obligor and the Finance Parties in the same
position as they would have been in if the change notified under Clause 24.2.2 had not
happened. Any agreement between the Company and the Agent will, with the prior consent
of the Majority Lenders, be binding on all the Parties.
 24.2.5
    
    If no agreement is reached under Clause 24.2.4 on the required amendments to this
Agreement, the Company must ensure that its auditors certify those amendments required
to be made to this agreement to place the relevant Obligor and the Finance Parties in
the same position as they would have been in if the change notified under Clause 24.2.2
had not happened. The certificate of the auditors will, in the absence of manifest
error, be binding on all the Parties.
 24.3
    
    Information: miscellaneousEach Obligor must supply, and the Company must procure that each member of the Group
supplies, to the Agent (in sufficient copies for all the Lenders if the Agent so requests):
 24.3.1
    
    copies of all documents dispatched by it to its creditors generally or any class of
them or required by its constitutional documents or law to be dispatched to its
shareholders (or any class of them) in their capacity as such, in each case, at the
same time as they are dispatched;
 24.3.2
    
    promptly upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings relating to it which are current, threatened or pending
which, if adversely determined, is reasonably likely to result in a Material Adverse
Change;
 24.3.3
    
    promptly upon becoming aware of them, details of any potential or actual material
warranty claim or any other material claim or dispute relating to it under any
Transaction Document;
 24.3.4
    
    promptly upon becoming aware of it, any incident involving any material physical
damage to a Borrowing Base Asset in which it has an interest and its proposal for
reinstatement;




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24.3.5
    
    promptly upon changing its financial year end, details of the same;
 24.3.6
    
    as soon as reasonably practicable before the same is carried out:
 (A)
    
    details of each proposed Relevant Disposal (together with
confirmation, and details, of the amount of the anticipated Relevant Net
Proceeds and the anticipated Relevant Repayment Proceeds relating to that
Relevant Disposal); and(B)
    
    details of each proposed Additional Financing (together with
confirmation, and details, of the anticipated proceeds of that Additional
Financing);
 24.3.7
    
    promptly upon the same being completed:
 (A)
    
    details of each Relevant Disposal that has been carried out
(together with confirmation, and details, of the amount of the Relevant Net
Proceeds and the Relevant Repayment Proceeds relating to that Relevant
Disposal); and(B)
    
    details of each Additional Financing that has been carried
out (together with confirmation, and details, of the proceeds of that
Additional Financing); and
 24.3.8
    
    promptly on request, such further information regarding its financial condition and
operations or any Key Asset as any Finance Party through the Agent may reasonably
request.
 24.4
    
    Information: Borrowing Base Assets and Key AssetsThe Company shall supply to the Agent (in sufficient copies for all of the Lenders if the
Agent so requests):
 24.4.1
    
    promptly upon receipt by it or any member of the Group, a copy of:
 (A)
    
    any production reports, budgets prepared by any operator, any
minutes of operating committee meetings or any other document as the Agent or
Technical Bank may reasonably request from time to time, in each case,
relating to any Borrowing Base Asset; and(B)
    
    any other information relating to a Borrowing Base Asset or a
member of the Group that could change any Assumption in the then current
Projection (in a material respect) or impose any additional material liability
on any member of the Group;
 24.4.2
    
    promptly upon request by the Agent:
 (A)
    
    a copy of any Project Document; and(B)
    
    such information as the Lenders may reasonably require in
respect of a Borrowing Base Asset or any member of the Group;
 24.4.3
    
    not less than 14 days before any member of the Group enters into any new material
Project Document or any material amendment to any existing Project Document, details of
that Project Document or material amendment;
 24.4.4
    
    promptly upon the same being provided under the First Lien Credit Agreement, a copy
of each Reserves Report provided to the agent, technical bank or any other lender or
finance party under the First Lien Credit Agreement;
 24.4.5
    
    promptly upon receipt by an Obligor, or any member of the Group, a certified copy of
any material Authorisation required under any law or regulation (including
Environmental Laws and Environmental Licences) to enable that Obligor or member of




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##### 



the Group to perform its obligations under, or for the validity or enforceability
of, any Finance Document; and
 24.4.6
    
    no later than ten Business Days after the end of each quarter, an update (in such
form and containing such information as the Technical Bank may reasonably require) with
respect to the Key Assets and the other Petroleum Assets (other than any Borrowing Base
Asset) in which the member(s) of the Group has or have an interest.
 24.5
    
    Notification of Default
 24.5.1
    
    Unless the Agent has already been so notified, an Obligor shall, as soon as it
becomes aware, promptly notify the Agent of any Default (and the steps, if any, being
taken to remedy it).
 24.5.2
    
    Promptly on request by the Agent and together with the financial statements specified
in Clause 24.1.2(A) (Financial statements), each Obligor must supply to the Agent a
certificate, signed by two of its authorised signatories on its behalf, certifying that
no Default is outstanding or, if a Default is outstanding, specifying the Default and
the steps, if any, being taken to remedy it.
 24.6
    
    Reserves Report
 24.6.1
    
    The Obligors shall procure, without prejudice to Clause 24.4.4, that a Reserve Report
is delivered to the Agent and the Technical Bank on each date on which the same is due
(as at the Amendment Effective Date) to be delivered to the agent, technical bank,
lenders and/or other finance parties under the First Lien Credit Agreement whether or
not the same is actually delivered to such parties under the First Lien Credit
Agreement.
 24.6.2
    
    If:
 (A)
    
    the date as of which the Reserves Report most recently
delivered to the Agent and/or the Technical Bank under Clause 24.4.4 or Clause
24.6.1 (as the case may be) falls 12 months or more before the next test date
and no new Reserves Report is scheduled to be delivered under Clause 24.4.4 or
Clause 24.6.1 (as the case may be) before that test date; and(B)
    
    the Technical Bank (by notice given to the Company) so
requires, the Company shall (at the expense of the Obligors) commission a new
Reserves Report and ensure that the same is delivered to the Agent and the
Technical Bank within 40 days of the date on which the Technical Bank issues
the relevant notice to the Company (provided that the Technical Bank shall not
issue any notice under this Clause 24.6.2 before 15 February 2010),
 where, for these purposes, test datemeans each 30 June or 31 December of each
year.
 24.7
    
    Use of websites
 24.7.1
    
    Except as provided below, an Obligor may deliver any information under the Finance
Documents to a Lender by posting it on to an electronic website if:
 (A)
    
    the Agent and the relevant Obligor agree;(B)
    
    the relevant Obligor and the Agent designate an electronic
website for this purpose;(C)
    
    both the relevant Obligor and the Agent are aware of the
address of and any relevant password specifications for the website; and




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##### 



(D)
    
    the information posted is in a format agreed between the
relevant Obligor and the Agent.
 The Agent must supply each relevant Lender with the address of and any relevant
password specifications for the website.
 24.7.2
    
    Notwithstanding the above, each relevant Obligor must supply to the Agent in paper
form a copy of any information posted on the website together with sufficient copies
for each Lender:
 (A)
    
    if requested to do so by the Agent; or(B)
    
    if so required by a governmental requirement,
 in each case within 10 Business Days of receipt of the request.
 24.7.3
    
    The Agent must promptly upon becoming aware of its occurrence, notify the relevant
Obligor and the Lenders if:
 (A)
    
    the website cannot be accessed;(B)
    
    the website or any information on the website is infected by
any electronic virus or similar software;(C)
    
    the relevant password specification for the website is
changed; or(D)
    
    any information to be supplied under this Agreement is posted
on the website or amended after being posted.
 In the circumstances in paragraphs (A) or (B) above occur, the relevant Obligor
must supply any information required under this Agreement in paper form.
 24.8
    
    Know your customer checks
 24.8.1
    
    If:
 (A)
    
    the introduction of or any change in (or in the
interpretation, administration or application of) any law or regulation made
after the Amendment Effective Date;(B)
    
    any change in the status, or the composition of the
shareholders, of an Obligor after the Amendment Effective Date; or(C)
    
    a proposed assignment or transfer by a Lender of any of its
rights and obligations under this Agreement to a party that is not a Lender
prior to such assignment or transfer,
 obliges the Agent or any other Finance Party (or, in the case of Clause 24.8.1(C)
above, any prospective new Lender) to comply with know your customer or similar
identification procedures in circumstances where the necessary information is not
already available to it, each Obligor shall promptly upon the request of the Agent
or any Finance Party supply, or procure the supply of, such documentation and other
evidence as is reasonably requested by the Agent (for itself or on behalf of any
Finance Party) or any Finance Party (for itself or, in the case of the event
described in Clause 24.8.1(C) above, on behalf of any prospective new Lender) in
order for the Agent, such Finance Party or, in the case of the event described in
Clause 24.8.1(C) above, any prospective new Lender to carry out and be satisfied it
has complied with all necessary know your customer or other similar checks under
all applicable laws and regulations pursuant to the transactions contemplated in
the Finance Documents.




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##### 



24.8.2
    
    Each Finance Party shall promptly upon the request of the Agent supply, or procure
the supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself) in order for the Agent to carry out and be satisfied it has complied
with all necessary know your customer or other similar checks under all applicable
laws and regulations pursuant to the transactions contemplated in the Finance
Documents.
 24.8.3
    
    The Company shall, by not less than 10 Business Days prior written notice to the
Agent, notify the Agent (which shall promptly notify the Finance Parties) of its
intention to request that any Relevant Affiliate becomes an Additional Obligor pursuant
to Clause 29 (Changes to the Obligors).
 24.8.4
    
    If the accession of any person to this Agreement as an Additional Obligor pursuant to
Clause 29 (Changes to the Obligors) obliges the Agent or any other Finance Party to
comply with know your customer or similar identification procedures in circumstances
where the necessary information is not already available to it, the Company shall
promptly upon the request of the Agent or any other Finance Party supply, or procure
the supply of, such documentation and other evidence as is reasonably requested by the
Agent (for itself or on behalf of any Finance Party) or any other Finance Party (for
itself or on behalf of any prospective new Finance Party) in order for the Agent or
such Finance Party or any prospective new Finance Party to carry out and be satisfied
it has complied with the results of all necessary know your customer or other similar
checks under all applicable laws and regulations pursuant to the accession of such
person to this Agreement as an Additional Obligor.
 24.9
    
    Permitted TransactionsEach Obligor shall consult with the Agent prior to completing any Permitted Transaction
described in paragraph (B) or (C) of the definition of Permitted Transaction set out in
Clause 5.1 (Definitions) and promptly notify the Agent upon the completion of the same. The
Obligors shall provide such evidence as the Agent (acting reasonably) may request for the
purposes of ensuring that each such Permitted Transaction has been or, as the case may be,
will be, completed upon the terms described in the relevant paragraph of the definition of
Permitted Transaction and that the interests of the Secured Creditors have not been
adversely affected.25.
    
    GENERAL UNDERTAKINGS25.1
    
    AuthorisationsEach Obligor shall, and shall procure that each member of the Group shall, promptly obtain,
maintain and comply with the terms of any material Authorisation required under any law or
regulation (including Environmental Laws and Environmental Licences):
 25.1.1
    
    to enable it to perform its obligations (or exercise its rights) under, or for the
validity or enforceability of, any Finance Document; or25.1.2
    
    to enable it to perform its obligations (or exercise its rights) under, or for the
validity or enforceability of, any other Finance Document or material Project Document
to which it is party or for the exploitation and/or operation of any Borrowing Base
Asset in which it has an interest as contemplated by the Finance Document or material
Project Document and the then current Projection.
 25.2
    
    Compliance with lawsEach Obligor shall, and shall procure that each member of the Group shall, comply in all
material respects with all laws and regulations applicable to it or its assets or activities
for the time being.




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##### 



25.3
    
    Pari passu rankingEach Obligor shall, and shall procure that each member of the Group party to a Finance
Document, shall ensure that its obligations under the Finance Documents rank at least pari
passu with all its other present and future unsecured obligations, except for obligations
mandatorily preferred by law applying to companies generally.25.4
    
    Negative pledge
 25.4.1
    
    Except as provided in Clause 25.4.2:
 (A)
    
    no Obligor may create or allow to exist any Security on,
over, or affecting, any of its assets; and(B)
    
    each Obligor shall procure that no member of the Group
creates or allows to exist any Security on, over, or affecting, any of its
assets.
 25.4.2
    
    Clause 25.4.1 does not apply to:
 (A)
    
    any Security constituted by the Security Documents or arising
under any other Finance Document (including any such Security that has been
granted by the obligors under the First Lien Credit Agreement);(B)
    
    any Security comprising a netting or set-off arrangement
entered into by an Obligor or any other member of the Group:
 (1)
    
    in the ordinary course of its banking and
trading arrangements for the purpose of netting debit and credit
balances;(2)
    
    under any Permitted Hedging Agreement; or(3)
    
    under any other Hedging Agreement to which
any member of the Group that is not an Obligor is a party;
 (C)
    
    any lien arising by operation of law and in the ordinary
course of trading and does not secure any amount more than 30 days overdue;(D)
    
    any Security that arises under or pursuant to a Project
Document which does not secure any Financial Indebtedness;(E)
    
    any Security that are retention of title or set off
arrangements constituted under industry standard conditions for the supply of
goods acquired by any Obligor or any other member of the Group in the ordinary
course of its trading;(F)
    
    any Security arising pursuant to the specific terms of any
Equivalent Field Document which does not secure any Financial Indebtedness;(G)
    
    any Security which the Majority Lenders have consented to in
writing;(H)
    
    any Security securing Financial Indebtedness, the outstanding
principal amount of which (when aggregated with the outstanding principal
amount of any other Financial Indebtedness which has the benefit of any
Security given by any member of the Group other than permitted under
paragraphs 25.4.2(A) to 25.4.2(G) above) does not exceed $250,000 (or its
equivalent in other currencies).
 25.4.3
    
    No Obligor may, and each Obligor shall procure that no member of the Group shall:
 (A)
    
    sell, transfer or otherwise dispose of any of its assets on
terms where it is or may be leased to or re-acquired or acquired by that
company or any member of the Group or Non Recourse Subsidiary; or




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##### 



(B)
    
    sell, transfer or otherwise dispose of any of its receivables
on recourse terms,
 in circumstances where the transaction is entered into primarily as a method of
raising Financial Indebtedness or of financing the acquisition of an asset.25.4.4
    
    No Obligor may, and each Obligor shall ensure that no member of the Group shall,
agree to an amendment of any document or enter into a document which may restrict its
ability to create a Security envisaged by a Security Document.
 25.5
    
    Disposals
 25.5.1
    
    Except as provided in Clause 25.5.2, no Obligor may, and each Obligor shall procure
that no member of the Group shall, either in a single transaction or in a series of
transactions and whether related or not, dispose of all or any part of any Borrowing
Base Asset or Key Asset or any interests therein or any of its shareholding in any
person holding any interest in any Borrowing Base Asset or Key Asset.25.5.2
    
    Clause 25.5.1 does not apply to:
 (A)
    
    sales of Petroleum under any Project Document or otherwise on
arms length terms for cash-only consideration;(B)
    
    disposals arising solely by virtue of a unitisation or
redetermination of a Borrowing Base Asset or Key Asset;(C)
    
    disposals of surplus materials or of materials that are
forthwith replaced with materials of equivalent utility;(D)
    
    disposals of obsolete or surplus assets;(E)
    
    disposals of materials used in the course of its operations
where such disposals are made in the ordinary course of business and on arms
length terms;(F)
    
    disposals of (i) a Petroleum Asset which has ceased to be
designated as a Borrowing Base Asset pursuant to the First Lien Credit
Agreement, (ii) any Key Asset or (iii) the shares of any member of the Group
that ceases to hold any Borrowing Base Asset by reason of the same ceasing to
be designated as a Borrowing Base Asset pursuant to the First Lien Credit
Agreement (provided, in each case, that (a) such disposal is made to a person
other than a member of the Group or an Affiliate thereof on an arms length
basis and on reasonable commercial terms for cash and (b) the proceeds of such
disposal are applied in accordance with Clause 12.3.2 (Mandatory prepayment));(G)
    
    any step which is part of a Permitted Transaction;(H)
    
    disposals with prior consent of the Majority Lenders;(I)
    
    any step which is part of a Permitted Hedging Agreement.
 25.6
    
    Financial Indebtedness
 25.6.1
    
    Except as provided in Clause 25.6.2, no Obligor may, and each Obligor shall procure
that no member of the Group shall, at any time incur or have outstanding any Financial
Indebtedness.25.6.2
    
    Clause 25.6.1 does not apply to:
 (A)
    
    any Financial Indebtedness incurred under the Finance
Documents or;(B)
    
    any Financial Indebtedness accruing under the $81,250,000
convertible senior notes due 2012 of Endeavour International Corporation and
any Financial




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##### 



Indebtedness incurred under any arrangement (refinancing arrangements)
entered into for the purposes of refinancing and repaying the Financial
Indebtedness incurred under such convertible senior notes (provided that
(i) the aggregate principal amount of the Financial Indebtedness under such
refinancing arrangements and (to the extent that the Financial Indebtedness
incurred under such convertible senior notes is only refinanced in part)
any outstanding Financial Indebtedness under such convertible senior notes,
does not exceed $81,250,000 and (ii) no payments of principal are payable
under the refinancing arrangements before the Final Maturity Date);(C)
    
    Financial Indebtedness incurred under any Permitted Hedging
Agreement or any guarantee given by a member of the Group in respect of a
Permitted Hedging Agreement;(D)
    
    any Financial Indebtedness owed by an Obligor to another
Obligor;(E)
    
    any Financial Indebtedness which is subordinated to amounts
due to the Finance Parties under the Finance Documents pursuant to a
subordination agreement approved by the Majority Lenders;(F)
    
    any Financial Indebtedness incurred under the $40,000,000
11.5% unsecured convertible loan notes due 2014 issued by Endeavour Energy
Luxembourg S.a.r.l (provided that no payments of interest or principal under
such notes are payable before the Final Maturity Date);(G)
    
    any Financial Indebtedness incurred under the First Lien
Credit Agreement provided that the aggregate principal amount of the Financial
Indebtedness under the First Lien Credit Agreement does not exceed
$225,000,000;(H)
    
    any Financial Indebtedness incurred under the subordinated
loan note issued by the Company referred to in the waiver letter dated 16
November 2009 between BNP Paribas and the Obligors entered into pursuant to
the First Lien Credit Agreement provided that such Financial Indebtedness is
incurred and repaid in accordance with the terms of such waiver letter;(I)
    
    any Financial Indebtedness incurred other than under Clauses
25.6.2(A) to 25.6.2(H) which does not at any time exceed (in aggregate)
$10,000,000 (or its equivalent in one or more other currencies); and(J)
    
    any other Financial Indebtedness incurred with the prior
consent of the Majority Lenders.
 25.7
    
    Credits and guarantees
 25.7.1
    
    Except as provided in Clause 25.7.2, no Obligor may, and each Obligor shall procure
that no member of the Group shall, make any loan or extend any other form of credit or
financial accommodation, or give any guarantee of any persons Financial Indebtedness,
to any person, or otherwise be a creditor in respect of any Financial Indebtedness of
any person.25.7.2
    
    Clause 25.7.1 does not apply to:
 (A)
    
    any loan, credit or financial accommodation to the extent
required by or pursuant to any Project Document or any Equivalent Field
Document;




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##### 



(B)
    
    trade credit and guarantees on usual commercial terms
including guarantees by a member of the Group of oil and gas trading
obligations of any other member of the Group;(C)
    
    the guarantee given by the Company to Paladin Resources
Limited under the terms of the Acquisition Agreement;(D)
    
    any Financial Indebtedness permitted under Clause 25.6.2;(E)
    
    any extension of credit given pursuant to a Permitted Hedging
Agreement in relation to hedge receipts.
 25.8
    
    Change of business
 25.8.1
    
    Each Obligor shall procure that no substantial change is made to the general nature
of its business or the business of the Group from that carried on at the Amendment
Effective Date.25.8.2
    
    No Obligor shall:
 (A)
    
    carry on any business other than the ownership and
exploitation of interests in Petroleum Assets and the exploration for, and
production and disposal of Petroleum from, the areas covered by the petroleum
production licences for such Petroleum Assets and activities associated with
those activities; or(B)
    
    own any assets or incur any liabilities except for the
purposes of carrying on that business.
 25.9
    
    Corporate existence
 25.9.1
    
    Each Obligor shall maintain, and shall ensure that each member of the Group
maintains, its corporate existence under the laws of its jurisdiction of incorporation
and each Obligor shall not, and shall ensure that no member of the Group will, change
its corporate domicile, or attempt to resolve to do so.25.9.2
    
    No Obligor may, and each Obligor shall procure that no member of the Group shall,
enter into any amalgamation, demerger, merger or reconstruction except a solvent
amalgamation, demerger, merger or reconstruction within the Group with the consent of
the Majority Lenders (such consent not to be unreasonably withheld).25.9.3
    
    The restrictions in Clauses 25.9.1 and 25.9.2 shall not apply to any step or
procedure which is part of a Permitted Transaction.
 25.10
    
    Environmental matters
 25.10.1
    
    Each Obligor shall ensure that it, and the Company shall procure that each member of
the Group is, and has been, in compliance in all material respects with all
Environmental Laws and Environmental Licences applicable to it.25.10.2
    
    Each Obligor shall, and the Company shall procure that each member of the Group,
shall promptly upon becoming aware of the same notify the Agent of:
 (A)
    
    any material Environmental Claim current, or to its
knowledge, pending or threatened; or(B)
    
    any circumstances reasonably likely to result in an
Environmental Claim.
 25.11
    
    Insurance
 25.11.1
    
    Each Obligor shall, and the Company shall procure that each member of the Group
shall:




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##### 



(A)
    
    take out and maintain, or caused to be taken out and
maintained, with respect to all of its assets and activities, insurance
policies:
 (1)
    
    in such amounts and on such terms and against
such risks as are normally insured against by prudent owners of
comparable assets in the region in which the relevant assets are
located or activities are taking place; and(2)
    
    against any other risks which the Agent may
reasonably require as a result of any material change(s) in
circumstances, risks or the Majority Lenders reasonable perception of
risk.
 (B)
    
    ensure that each Insurance is maintained:
 (1)
    
    with an insurance company or underwriters
acceptable to the Agent (acting reasonably); and(2)
    
    otherwise on terms consistent with the good
practice of prudent owners of comparable assets;
 (C)
    
    ensure that moneys received by it under any Insurances
relating to third party liability are applied directly to the person to whom
the liability to which the sum relates was incurred, or to the relevant
insured party in reimbursement of moneys expended in satisfaction of such
liability;(D)
    
    procure that the Security Trustee (as security trustee for
the Secured Creditors) is, on and from the first Utilisation Date, named as a
co-insured party upon the policy, certificate or cover note relating to each
Insurance;(E)
    
    not do, or knowingly permit anything to be done, which may
make any Insurance void, voidable, unavailable or unenforceable or render any
sum which may be paid out under such insurance repayable in whole or in part;(F)
    
    promptly pay all premiums, calls and contributions and do all
other things necessary to keep each Insurance maintained in full force and
effect;(G)
    
    produce to the Agent (i) the policy, certificate or cover
note relating to any Insurance, (ii) the receipt for payment of any premium
for any Insurance or (iii) such other details of any Insurance as the Agent
may reasonably request; and(H)
    
    if the Security Trustee or the Agent so requires:
 (1)
    
    enter into a Security Document (in form and
substance satisfactory to the Security Trustee) for the purposes of
granting Security over such Insurances which relate to the Borrowing
Base Assets and the proceeds thereof in favour of the Security Trustee
unless such Security has been granted under an existing Security
Document; and(2)
    
    deliver to the Security Trustee, or procure
the delivery to the Security Trustee of, any legal opinion or other
document that the Security Trustee or the Agent may reasonably require
in connection with the entry into such Security Document.
 25.11.2
    
    No Finance Party shall have any liability for the payment of premiums or any other
amount owing in respect of any insurance.25.11.3
    
    If any Obligor or member of the Group fails to pay any premium relating to any
Insurances, the Agent may, at its sole discretion, pay any premium due and the Obligors
shall immediately pay to the Agent the amount of such premium.




---



##### 



25.12
    
    Project DocumentsEach Obligor shall:
 25.12.1
    
    ensure that none of its rights under or in respect of any Project Document are at
any time cancelled, terminated, suspended or limited if the same would be reasonably
likely to result in a Material Adverse Change;25.12.2
    
    not agree to any waiver, amendment, termination or cancellation of any Project
Document if the same would be reasonably likely to result in a Material Adverse Change;25.12.3
    
    duly and properly perform, in all material respects, its obligations under the
Project Documents (except to the extent, if any, they are inconsistent with its
obligations under the Finance Documents);25.12.4
    
    exercise its rights, and (so far as within its power) ensure that others exercise
their respective rights, under and in respect of the Project Documents consistently
with its obligations under the Finance Documents; and25.12.5
    
    not enter into any Project Document the entry into, performance, termination or
breach of which would be reasonably likely to result in a Material Adverse Change.
 25.13
    
    Borrowing Base Assets
 25.13.1
    
    Each Obligor shall:
 (A)
    
    exercise such votes and other rights as it may have under the
Project Documents with a view to ensuring (so far as it is able) that each
Borrowing Base Asset is at all times exploited and operated in a reasonable
and prudent manner and in accordance with good industry practice, all
applicable laws and regulations and the provisions of the Project Documents;(B)
    
    prior to the Abandonment Date forecast in the then current
Projection, not concur in, and shall vote against, any proposal or decision to
abandon all or any material part of any of its Borrowing Base Assets unless
each of the Agent and the Technical Bank has received a copy of any
confirmation provided by the technical bank under the First Lien Credit
Agreement to the Company confirming that if a new Projection (reflecting such
an abandonment) were to be adopted, the same would not result in the Borrowers
having to reduce the utilisations under the First Lien Credit Agreement in
accordance with the First Lien Credit Agreement following the adoption of that
Projection;(C)
    
    not exercise its rights on any operating or similar committee
in a manner that would be materially prejudicial to the interests of any
Finance Party under the Finance Documents; and(D)
    
    maintain full and proper technical and financial records in
relation to each of its Borrowing Base Assets, and ensure (so far as it is
able) that the Agent (and/or any person nominated by it) is afforded
reasonable access to each of its Borrowing Base Assets and all such records
during normal business hours on reasonable notice.
 25.13.2
    
    The Obligors shall ensure that no request is made under the First Lien Credit
Agreement for any Petroleum Asset to be designated a new Borrowing Base Asset under the
First Lien Credit Agreement without the prior consent of the Lenders.




---



##### 



25.14
    
    TaxesEach Obligor shall, and the Company shall procure that each member of the Group shall:
 25.14.1
    
    maintain its tax residence in the relevant country of incorporation;25.14.2
    
    procure that all Taxes payable by, or assessed upon, it are paid when due save to
the extent that such payment is being contested in good faith and being lawfully
withheld;25.14.3
    
    to the fullest extent it is able to do so, apply any and all tax credits, losses,
reliefs or allowances taken into account in any Projection at any time in the manner,
at the time and to the extent that they were so taken into account;25.14.4
    
    not surrender or dispose of any tax credit, loss, relief or allowance to any person
other than an Obligor; and25.14.5
    
    file all tax returns required to be filed by it in any jurisdiction within the
period required by law.
 25.15
    
    SecuritisationEach Obligor shall:
 25.15.1
    
    give the Lenders such assistance as they may reasonably request, and provide such
information as such Lender may reasonably request, in connection with any steps that
Lender may wish to take to achieve a successful securitisation of all or part of its
rights under this Agreement whether alone or in conjunction with any other loan or
loans;25.15.2
    
    make such amendments of an administrative or a technical nature to the Finance
Documents as may be reasonably requested by the Lenders in connection with any such
securitisation; and25.15.3
    
    use all reasonable endeavours to take such steps as a Lender may require to ensure
full compliance with the listing rules of any applicable stock exchange that may become
applicable as a result of any such securitisation.
 25.16
    
    Security Documents
 25.16.1
    
    Save as disclosed in Section D of the Due Diligence Report and save, for any
registration of the Security Documents which is to be undertaken by the Lenders legal
counsel, each Obligor shall, and shall ensure that each member of the Group party to
any Security Document shall, take all such steps (including the obtaining and/or
carrying out of all relevant approvals, filings, registrations or recordings) as are
available to it and as are reasonably necessary for the purposes of ensuring that each
Security Document:
 (A)
    
    confers the Security of the type it purports to create over
the assets over which a Security is purported to be given by that Security
Document;(B)
    
    is valid and enforceable against the relevant member of the
Group which is party thereto and such Group members Insolvency Officers and
creditors; and(C)
    
    is not capable of being avoided or set aside, whether in the
winding up, administration or dissolution or otherwise of such member of the
Group.
 25.16.2
    
    Without prejudice to Clause 25.16.1 each Obligor shall, and shall ensure that each
member of the Group party to any Security Document shall, promptly pay all stamp,
registration and similar taxes and fees that are payable in connection with each
Security Document to which it is a party.




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##### 



25.17
    
    Petroleum won and savedEach Obligor shall use all reasonable endeavours to procure that all Petroleum won and saved
from any Borrowing Base Asset and which it is entitled to lift is dealt with in accordance
with good commercial practice and is sold (whether pursuant to a spot or term contract) on
the best terms (as to price and otherwise) as are reasonably available to companies of
comparable standing to the relevant Obligor at the date the relevant contract is entered
into.25.18
    
    OwnershipThe Company must (subject only to any Security constituted under any Security Document) at
all times beneficially and legally own (whether directly or indirectly) the whole of the
issued share capital of each Obligor (other than itself).25.19
    
    Distributions
 25.19.1
    
    Subject to Clause 25.19.3 and Clause 25.19.4, at any time while a Default has
occurred and is continuing, no Obligor shall, and the Company shall ensure that no
member of the Group shall, make or pay, or permit to be made or paid, any dividend or
distribution (whether in cash or in kind) in relation to its share capital, any
redemption or reduction of any share capital, any payments in respect of any loans made
available to it by any Affiliate or any other distribution to any of its shareholders
save for any of the foregoing in and among or to the Obligors and any dividend or
distribution that has been declared prior to the occurrence of any such Default.25.19.2
    
    No Obligor may, and each Obligor shall ensure that no member of the Group will,
agree to any arrangement (other than the Finance Documents or the First Lien Credit
Agreement) which may restrict its ability to declare, make or pay any dividend,
distribution or any payments referred to in Clause 25.19.1.25.19.3
    
    Subject to Clause 25.19.4, no Obligor may, and each Obligor shall ensure that no
member of the Group will, make or pay any dividend or distribution in relation to its
share capital in cash save (i) to the extent the same has been approved by the Agent,
at its sole discretion and (ii) in respect of the $125,000,000 preferred series C stock
holders.25.19.4
    
    The aggregate amount of any dividend, distribution or any other payments referred to
in Clause 25.19.1 made to person(s) other than the Obligors in accordance with this
Clause 25.19 at any time on or after the Amendment Effective Date must not exceed
$3,000,000 (or its equivalent in one or more other currencies).
 25.20
    
    Hedging
 25.20.1
    
    Each Obligor shall comply with the requirements of the First Lien Credit Agreement
with respect to the entry into any Hedging Agreements.25.20.2
    
    Promptly upon request, the Company shall provide to the Agent a report (in a form
satisfactory to the Agent, acting reasonably) which confirms whether the Obligors are
in compliance with such requirements of the First Lien Credit Agreement.25.20.3
    
    No Obligor may enter into any Hedging Agreement unless:
 (A)
    
    such Hedging Agreement has been entered into pursuant to
Clause 25.20.1 in connection with the Borrowing Base Assets;(B)
    
    such Hedging Agreement has been entered into with a Hedging
Bank or such other hedging counterparty that has a credit rating of at least
A3 with Moodys




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##### 



Investors Service Inc. or A- with Standard and Poors Rating Group or such
other lower credit rating as may be acceptable to the Majority Lenders; and(C)
    
    in the case of any such Hedging Agreement with a Hedging
Bank, that Hedging Agreement has been entered into in compliance with the
Intercreditor Agreement.
 25.20.4
    
    Each Obligor that enters into a Hedging Agreement on or after Amendment Effective
Date shall:
 (A)
    
    enter into a Security Document in form and substance
satisfactory to the Security Trustee for the purposes of granting Security
over that Hedging Agreement in favour of the Security Trustee unless Security
over such Hedging Agreement has been granted to the Security Trustee under any
existing Security Document;(B)
    
    without prejudice to Clause 25.16 (Security Documents),
promptly obtain all such Authorisations as may be necessary in order for such
Security to be granted; and(C)
    
    deliver to the Security Trustee, or procure the delivery to
the Security Trustee of, any legal opinion or other document that the Security
Trustee or the Agent may reasonably require in connection with the entry into
such Security Document.
 25.20.5
    
    Save for:
 (A)
    
    any Security that is permitted to be granted pursuant to
Clause 25.4 (Negative pledge) in respect of any such Hedging Agreement; and(B)
    
    any guarantee that is permitted pursuant to Clause 25.6
(Financial Indebtedness) and Clause 25.7 (Credits and guarantees) in respect
of any such Hedging Agreement,
 no Obligor may, and each Obligor shall ensure that no member of the Group shall,
enter into any margin call arrangement, post any collateral or credit support,
grant any Security or otherwise give any guarantee or other financial accommodation
in respect of any Hedging Agreement that such Obligor or, as the case may be, such
member of the Group enters into.25.20.6
    
    The Obligors shall ensure that no member of the Group (other than an Obligor) enters
into any Hedging Agreement.25.20.7
    
    No Obligor shall after the Amendment Effective Date enter into any Hedging Agreement
under any Master Agreement, Schedule or other agreement in effect prior to the date of
the First Lien Credit Agreement, except a Master Agreement in respect of the existing
commodity hedges which the Group has in place with J. Aron and Company (a Goldman Sachs
subsidiary).
 25.21
    
    Non-Recourse SubsidiariesUnless the Agent (acting reasonably) shall otherwise agree in writing, the Company:
 25.21.1
    
    will procure that (i) no investment in any Non-Recourse Subsidiary is made by any
member of the Group (whether represented by amounts subscribed for shares, debentures
or otherwise howsoever) and (ii) no Non-Recourse Subsidiary will incur or permit to
remain outstanding any indebtedness (whether present, future, actual or contingent) or
other liability to any member of the Group, unless (x) (in every such




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##### 



case) at the time such investment is made or indebtedness or other liability is
incurred, no Default is continuing and immediately prior to the making of such
investment or such indebtedness or other liability being incurred a director of the
Company has certified on behalf of the Company that no Default is continuing and
(y) the Company would, under the terms of this Agreement, otherwise be free to pay
an amount equal to the amount of such investment, indebtedness or liability to its
shareholders by way of dividend;25.21.2
    
    without prejudice to the generality of the foregoing, it will procure that no member
of the Group gives any guarantee, undertaking or indemnity or undertakes to permit to
subsist any other liability whatsoever contingent or otherwise in favour of or in
respect of an obligation of any Non-Recourse Subsidiary (whether in respect of
indebtedness or the performance of any obligation or otherwise howsoever);25.21.3
    
    without prejudice to the foregoing, it will ensure that all transactions entered
into between any member of the Group and any Non-Recourse Subsidiary (other than the
declaration or payment of any dividend or other distribution by a Non-Recourse
Subsidiary to a member of the Group) shall be on an arms length basis and on normal
commercial terms;25.21.4
    
    will ensure that no Non-Recourse Subsidiary acquires any interest in or entitlement
to (or to the revenues from) any asset the revenues from which were included in a
Projection;25.21.5
    
    will ensure that no Non-Recourse Subsidiary itself has any Subsidiary other than a
Subsidiary which is also a Non-Recourse Subsidiary;25.21.6
    
    will procure that, insofar as there is a significant risk that it might materially
affect the ability of any Obligor to perform any of their obligations under the
Transaction Documents or might otherwise result in a liability being imposed on any
Finance Party, each Non-Recourse Subsidiary:
 (A)
    
    exercises all its powers to obtain and maintain in full force
and effect all material Authorisations applicable to it and will comply in all
material respects with all conditions and obligations to which such material
Authorisations may be subject;(B)
    
    carries on its business as a whole in a prudent manner and
uses all reasonable endeavours to procure that each Petroleum interest of it
is operated in accordance with good oilfield practice;(C)
    
    promptly pays as and when due, unless and to the extent only
that such royalties, Taxes and duties are being contested by it in good faith,
all royalties, Taxes and duties of whatsoever kind and whether payable in the
United Kingdom or elsewhere; and(D)
    
    complies with all laws and regulations, applicable to it
(including all Environmental Laws and Licences) in all material respects;
 25.21.7
    
    will procure that each Non-Recourse Subsidiary, (i) promptly upon becoming aware of
the same, gives written notice to the Agent of every notice of default or adverse claim
or demand made by any person against such Non-Recourse Subsidiary affecting any of its
assets of whatsoever nature (disregarding for this purpose any of the aforesaid of a
spurious nature) if such default (if proved) or claim or demand (if successful) is
reasonably likely to result in a liability being imposed on any member of the Group and
(ii) diligently takes all reasonable steps open to such Non-Recourse Subsidiary to




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##### 



remedy any such default and protect and defend its interest in the relevant asset
against any such adverse claim or demand; and25.21.8
    
    will procure that each Non-Recourse Subsidiary, as soon as reasonably practicable
following request by the Agent, provides to the Agent such information as the Agent may
reasonably request for the purpose of monitoring compliance with the representations,
covenants and other obligations hereunder which have application to Non-Recourse
Subsidiaries.
 25.22
    
    Key Assets
 25.22.1
    
    Each Obligor shall, and shall procure that each member of the Group shall, exercise
such votes and other rights as it may have with respect to the Key Assets for the
purposes ensuring (so far as it is able) that each Key Asset is at all times exploited
and operated in a reasonable and prudent manner and in accordance with good industry
practice and all applicable laws and regulations.25.22.2
    
    Each Obligor shall not, and each Obligor shall ensure that no member of the Group
will:
 (A)
    
    do or cause or (in so far as it is able) permit to be done
anything which may reasonably be expected to depreciate, jeopardise or
otherwise prejudice the value of any Key Asset in a material manner; and(B)
    
    enter into any arrangements (other than the Finance
Documents, or in the case of Clause 25.22.2(B)(2), the existing arrangements
under clause 23.5 (Disposals) of the First Lien Credit Agreement as at the
Amendment Effective Date) which restricts its ability to dispose of:
 (1)
    
    any Key Asset; or(2)
    
    any of its shareholding in any person holding
any interest in any Key Asset.
 25.23
    
    Senior facilityNo Obligor shall, and each Obligor shall procure that no member of the Group will agree to
or permit to be made, any modification of any First Lien Documents without the consent of
the Majority Lenders if:
 25.23.1
    
    such modification has the effect of increasing the amount that the borrower(s) under
the First Lien Credit Agreement are entitled to draw under the First Lien Credit
Agreement other than as a result of any increase to the Tranche A Borrowing Base Amount
or the Tranche B Borrowing Base Amount (as the case may be) which takes effect in
accordance with the terms of the First Lien Credit Agreement as at the Amendment
Effective Date; or25.23.2
    
    as a result of such modification, the Obligors or any member of the Group would be
obliged to repay the outstanding utilisations, or to make any other payments, under the
First Lien Credit Agreement in connection with any Key Asset Disposal in circumstances
or in amounts that are not provided for under the terms of the First Lien Documents as
at the Amendment Effective Date (where, for these purposes, Key Asset Disposal means
any disposal by any member of the Group of any of its interest in any Key Asset or its
 shares in any member of the Group that holds any interest in any Key Asset).




---



##### 



25.24
    
    Condition subsequentThe Obligors shall ensure that within 10 Business Days of the Amendment Effective Date:
 25.24.1
    
    Endeavour Energy UK Limited shall deliver to the Security Trustee or procure the
delivery to the Security Trustee of a blocked control account control agreement (in
form and substance satisfactory to the Agent (acting reasonably)), in respect of its
bank accounts held with JPMorgan Chase or any of its Affiliates; and25.24.2
    
    Endeavour Operating Corporation shall deliver or procure the delivery to the
Security Trustee of a blocked control account agreement (in form and substance
satisfactory to the Security Trustee (acting reasonably)), in respect of its bank
accounts held with JPMorgan Chase or any of its Affiliates.
 25.25
    
    No detrimental amendmentsSubject always to the Intercreditor Agreement, no Obligor may, and each Obligor shall ensure
that no member of the Group will, to the extent that this Agreement incorporates the terms
(including definitions) of the First Lien Credit Agreement, agree to modify any such
incorporated or related term without the consent of the Majority Lenders if as a result of
such modification, the rights or interests of the Finance Parties hereunder would be
prejudiced in any material way.26.
    
    FINANCIAL COVENANTS26.1
    
    DefinitionsIn this Clause 26 (Financial covenants):
 26.1.1
    
    Consolidated Cash and Cash Equivalentsmeans, at any time:
 (A)
    
    cash in hand or on deposit with any acceptable bank
(including cash collateral balances for decommissioning costs and debt service
cash balances);(B)
    
    certificates of deposit, maturing within one year after the
relevant date of calculation, issued by an acceptable bank;(C)
    
    any investment in marketable obligations issued or guaranteed
by the government of the United States of America or the U.K. or by an
instrumentality or agency of the government of the United States of America or
the U.K. having an equivalent credit rating;(D)
    
    open market commercial paper:
 (1)
    
    for which a recognised trading market exists;(2)
    
    issued in the United States of America or the
U.K.;(3)
    
    which matures within one year after the
relevant date of calculation; and(4)
    
    which has a credit rating of either A 1 by
Standard & Poors or Fitch or P 1 by Moodys, or, if no rating is
available in respect of the commercial paper, the issuer of which has,
in respect of its long term debt obligations, an equivalent rating;
 (E)
    
    Sterling bills of exchange eligible for rediscount at the
Bank of England and accepted by an acceptable bank; or(F)
    
    any other instrument, security or investment approved by the
Majority Lenders,




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##### 



in each case, to which any member of the Group is beneficially entitled at that
time and which is capable of being applied against Consolidated Total Borrowings.
An acceptable bankfor this purpose is a commercial bank or trust company which
has a rating of A- or higher by Standard & Poors Rating Group or Fitch or A3 or
higher by Moodys Investors Service Inc. or a comparable rating from an
internationally recognised credit rating agency for its long term debt obligations
or has been approved by the Majority Lenders.
 26.1.2
    
    Consolidated EBITDAmeans the consolidated gross pre taxation profits of the Group
for a Measurement Period:
 (A)
    
    excluding the gross pre taxation profits of a member of the
Group for that part of that Measurement Period when it was not a member of the
Group and the gross pre taxation profits relating to business or assets
acquired by a member of the Group during that Measurement Period for that part
of that Measurement Period when the business or assets were not owned by a
member of the Group; and(B)
    
    excluding the gross pre taxation profits attributable to any
member of the Group or to any business or assets sold during that Measurement
Period,
 and all as adjusted by:
 (1)
    
    adding back Consolidated Net Interest
Payable;(2)
    
    taking no account of any exceptional or
extraordinary item;(3)
    
    excluding any amount attributable to minority
interests;(4)
    
    adding back depreciation, depletion,
amortisation and all exploration and appraisal write-offs;(5)
    
    taking no account of any revaluation of an
asset or any loss or gain over book value arising on the disposal of
an asset (otherwise than in the ordinary course of trading) by a
member of the Group during that Measurement Period;(6)
    
    adding back any non-cash decommissioning
charges;(7)
    
    adding back any non-cash impairment charges;
and(8)
    
    taking no account of any other non-cash
charges or credits (including any non-cash charges or credits arising
by reason of the operation of IAS 17 or IAS 39).
 26.1.3
    
    Consolidated Interest Payablemeans all interest and other financing charges
(whether, in each case, paid, payable or capitalised) incurred by the Group during a
Measurement Period (excluding any amortisation of any financing fees which have been
paid and any amortisation of any interest related to decommissioning liabilities).26.1.4
    
    Consolidated Interest Receivablemeans all interest and other financing charges
received or receivable by the Group during a Measurement Period.26.1.5
    
    Consolidated Net Interest Payablemeans Consolidated Interest Payable less
Consolidated Interest Receivable during the relevant Measurement Period.26.1.6
    
    Consolidated Total Borrowingsmeans, in respect of the Group, at any time the
aggregate of the following:
 (A)
    
    the outstanding principal amount of any moneys borrowed;




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##### 



(B)
    
    the outstanding principal amount of any acceptance under any
acceptance credit;(C)
    
    the outstanding principal amount of any bond, note,
debenture, loan stock or other similar instrument;(D)
    
    the capital element of indebtedness under a finance or
capital lease;(E)
    
    the outstanding principal amount of all moneys owing in
connection with the sale or discounting of receivables (otherwise than on a
non recourse basis);(F)
    
    the outstanding principal amount of any indebtedness arising
from any deferred payment agreements arranged primarily as a method of raising
finance or financing the acquisition of an asset;(G)
    
    any fixed or minimum premium payable on the repayment or
redemption of any instrument referred to in paragraph (C) above;(H)
    
    the outstanding principal amount of any indebtedness arising
in connection with any other transaction (including any forward sale or
purchase agreement) which has the commercial effect of a borrowing;(I)
    
    the outstanding amount of any guarantee, indemnity, bond,
letter of credit or any other instrument issued by a bank or financial
institution in respect of which any member of the Group has provided a
counter-indemnity; and(J)
    
    the outstanding principal amount of any indebtedness of any
person of a type referred to in paragraphs (A)  (I) above which is the
subject of a guarantee, indemnity or similar assurance against financial loss
given by a member of the Group.
 26.1.7
    
    Consolidated Total Net Borrowingsmeans at any time Consolidated Total Borrowings
less Consolidated Cash and Cash Equivalents.26.1.8
    
    Current Assetsmeans, in relation to the Group, the aggregate value of the current
assets which are reasonably expected to be realised, consumed or sold in the ordinary
course of the trading activities of the Group within one year of the date from which
any calculation falls to be made together with cash at bank.26.1.9
    
    Current Liabilitiesmeans, in relation to the Group, the aggregate value of the
current liabilities which are reasonably expected to be repayable or payable within one
year from the date on which any calculation falls to be made but disregarding any
amounts repayable under the First Lien Credit Agreement which it is anticipated are to
be funded by way of a rollover loan thereunder.26.1.10
    
    Current Ratiomeans the ratio of Current Assets to Current Liabilities.26.1.11
    
    IAS 17means standard 17 (relating to leases) under IFRS.26.1.12
    
    IAS 39means standard 39 (relating to financial instruments) under IFRS.26.1.13
    
    Measurement Periodmeans each of the two consecutive six month periods in a
financial year of the Company.
 26.2
    
    Interpretation
 26.2.1
    
    Except as provided to the contrary in this Agreement, an accounting term used in this
Clause is to be construed in accordance with the principles applied in the preparation
of the financial statements delivered in accordance with Clause 24.1 (Financial
statements).




---



##### 



26.2.2
    
    Any amount in a currency other than dollars is to be taken into account at its dollar
equivalent calculated on the basis of:
 (A)
    
    the Agents spot rate of exchange for the purchase of the
relevant currency in the London foreign exchange market for dollars at or
about 11.00 a.m. on the day the relevant amount falls to be calculated; or(B)
    
    if the amount is to be calculated on the last day of a
financial period of the Company, the relevant rates of exchange used by the
Company in, or in connection with, its financial statements for that period.
 26.2.3
    
    No item must be credited or deducted more than once in any calculation under this
Clause 26 (Financial Covenant).
 26.3
    
    Current RatioThe Company must ensure that the Current Ratio on the last day of each Measurement Period is
greater than 1.1:126.4
    
    GearingThe Company must ensure that the ratio of (1) Consolidated Total Net Borrowings to (2)
Consolidated EBITDA on the last day of each Measurement Period is less than or equal to
3.0:1.26.5
    
    ComplianceThe financial covenants set out in Clauses 26.3 (Current Ratio) and 26.4 (Gearing) shall be
tested by reference to each of the financial statements most recently delivered pursuant to
Clause 24.1 (Financial statements).26.6
    
    VerificationThe Agent may, at any time, at the Companys expense, require the auditors of the Company to
verify any figure or calculation made in any certificate delivered pursuant to Clause 24.1.4
(Financial Statements) if it reasonably believes that any such figure or calculation is
incorrect. If the Agent is not satisfied (acting reasonably) with the verification provided
by the auditors, it may, at the Companys expense, appoint an independent firm of
accountants to investigate and verify the relevant figures. Such verification shall be
conclusive evidence of whether the Company is in compliance with Clause 26 (Financial
Covenant).26.7
    
    Reserves Value
 26.7.1
    
    The Company must ensure that the Coverage Ratio on each 30 June and 31 December of
each year exceeds 2:1.26.7.2
    
    For the purposes of this Agreement, Coverage Ratiomeans, on any date, the ratio of
N:D where:
 (A)
    
    N is an amount (expressed in dollars) which is the fair
market value (as determined by the Technical Bank acting reasonably and in
consultation with the Company) of the aggregate amount of the Groups share of
the Probable Reserves that are projected, in the Reserves Report most recently
delivered to the Technical Bank under this Agreement, to be recoverable from
the Petroleum Assets referred to in such Reserves Report;(B)
    
    D is the sum of the aggregate commitments under the First
Lien Credit Agreement on that date and the Aggregate Commitments on that date;(C)
    
    in determining N, the Technical Bank shall attribute an
approved value (expressed in dollars per boe) to the Probable Reserves
recoverable from each




---



##### 



Petroleum Asset referred to in the relevant Reserves Report most recently
delivered to the Technical Bank; and(D)
    
    the approved valuemeans, in relation to the Probable
Reserves recoverable from any Petroleum Asset, $20 per boe as reduced by the
Technical Bank (acting reasonably) to take account of:
 (1)
    
    the capital expenditure anticipated to be
incurred in connection with such Petroleum Asset;(2)
    
    the extent to which that Petroleum Asset is
required to be developed in order for the same to be producing
Petroleum in commercial quantities; and(3)
    
    the commerciality or commercial position of
that Petroleum Asset.
 27.
    
    EVENTS OF DEFAULT27.1
    
    GeneralEach of the events or circumstances set out in Clause 27.2 (Non-payment and failure to
reduce) to Clause 27.22 (Senior defaults) (inclusive) is an Event of Default.27.2
    
    Non-payment and failure to reduceAn Obligor or any Transaction Party does not pay on the due date any amount payable by it
under the Finance Documents in the manner required under the Finance Documents, unless the
non-payment:
 27.2.1
    
    is caused by technical or administrative error or a Disruption Event; and27.2.2
    
    is remedied within two Business Days of the due date.
 27.3
    
    Breach of other obligations
 27.3.1
    
    The Company does not comply with any term of Clause 26 (Financial Covenants).27.3.2
    
    An Obligor or any Transaction Party does not comply with any other term of the
Finance Documents to which it is a party not already referred to in Clause 27.3.1,
unless the non-compliance:
 (A)
    
    in the reasonable opinion of the Majority Lenders, is capable
of remedy; and(B)
    
    is remedied within 10 Business Days of the earlier of the
Agent giving notice and the relevant Obligor or Transaction Party (as the case
may be) becoming aware of the non-compliance.
 27.4
    
    MisrepresentationA representation made or repeated by any Obligor or Transaction Party in any Finance
Document to which it is a party or in any document delivered by or on behalf of any Obligor
or Transaction Party under any Finance Document to which it is a party is incorrect in any
material respect when made or deemed to be repeated, unless the circumstances giving rise to
the misrepresentation:
 27.4.1
    
    are capable of remedy; and27.4.2
    
    are remedied within 10 Business Days of the earlier of the Agent giving notice and
the relevant Obligor or Transaction Party (as the case may be) becoming aware of the
misrepresentation.
 27.5
    
    Cross-defaultAny of the following occurs in respect of an Obligor or any other member of the Group:




---



##### 



27.5.1
    
    any of its Financial Indebtedness is not paid when due and payable (after the expiry
of any originally applicable grace period);27.5.2
    
    any of its Financial Indebtedness:
 (A)
    
    becomes prematurely due and payable;(B)
    
    is placed on demand; or(C)
    
    is capable of being declared by a creditor to be prematurely
due and payable or being placed on demand,
 in each case, as a result of an event of default (howsoever described); or27.5.3
    
    any commitment for its Financial Indebtedness is cancelled or suspended as a result
of an event of default (howsoever described),unless the aggregate amount of Financial Indebtedness falling within Clause 27.5.1,
Clause 27.5.2 or Clause 27.5.2(C) (as the case may be) is less than $10,000,000 (or
its equivalent in one or more other currencies).
 27.6
    
    InsolvencyAny of the following occurs in respect of an Obligor or any other member of the Group:
 27.6.1
    
    it is, or is deemed for the purposes of any law to be, unable to pay its debts as
they fall due or insolvent;27.6.2
    
    it admits its inability to pay its debts as they fall due;27.6.3
    
    it suspends making payments on any of its debts or announces an intention to do so;27.6.4
    
    by reason of actual or anticipated financial difficulties, it begins negotiations
with any creditor for the rescheduling of any of its indebtedness; or27.6.5
    
    a moratorium is declared in respect of any of its indebtedness.
 27.7
    
    Insolvency proceedings
 27.7.1
    
    Except as provided in Clause 27.7.2, any of the following occurs in respect of an
Obligor or any other member of the Group:
 (A)
    
    any step is taken with a view to a faillissement, surséance
van betaling, composition, assignment or similar arrangement with any of its
creditors;(B)
    
    a meeting of it is convened for the purpose of considering
any resolution for (or to petition for) its winding-up, administration, or
dissolution or any such resolution is passed;(C)
    
    any person presents a petition, files an application or takes
any other analogous steps for its winding-up, administration, or dissolution;(D)
    
    an order for its winding-up, administration, or dissolution
is made;(E)
    
    any Insolvency Officer is appointed in respect of it or any
of its assets;(F)
    
    its directors or other officers request the appointment of an
Insolvency Officer;(G)
    
    a notice under section 36 of the Tax Collection Act of the
Netherlands (Invorderingswet 1990) or section 60 of the Social Insurance
Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in
conjunction with section 36 of the Tax Collection Act of the Netherlands
(Invorderingswet 1990) is filed upon a member of the Group that is
incorporated or established in the Netherlands; or




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##### 



(H)
    
    any other analogous step or procedure is taken in any
jurisdiction.
 27.7.2
    
    Clause 27.7.1 does not apply to:
 (A)
    
    any step or procedure which is part of a Permitted
Transaction; or(B)
    
    a petition for winding-up presented by a creditor which is
being contested in good faith and with due diligence and is discharged or
struck out within 14 days; or(C)
    
    any petition, action, proceeding or step which is
demonstrated by the Company to the reasonable satisfaction of the Agent to be
frivolous, vexatious or otherwise an abuse of process of court.
 27.8
    
    Enforcement of securityAny steps are taken to enforce any Security securing Financial Indebtedness in excess of
$5,000,000 (or its equivalent in one or more other currencies), in aggregate, over any part
of the assets of an Obligor or any other member of the Group.27.9
    
    Creditors processAny prejudgment attachment (conservatoir Beslag), expropriation attachment, sequestration,
distress, execution, diligence or analogous event affects any asset(s) of any Obligor or any
other member of the Group having an aggregate value in excess of $5,000,000 (or its
equivalent in one or more other currencies) and is not discharged within 14 days unless it
is any petition, action, proceeding or step which is demonstrated by the Company to the
reasonable satisfaction of the Agent to be frivolous, vexatious or otherwise an abuse of
process of court.27.10
    
    Analogous proceedingsThere occurs, in relation to any Obligor or any other member of the Group, any event
anywhere which, in the reasonable opinion of the Majority Lenders, corresponds with any of
those mentioned in Clauses 27.6 (Insolvency) to 27.9 (Creditors process) (inclusive).27.11
    
    Cessation of businessAny Obligor threatens to cease to carry on business except as part of a Permitted Transaction.27.12
    
    UnlawfulnessIt is or becomes unlawful for any Obligor to perform any of its material obligations under
any Project Document.27.13
    
    Effectiveness of Finance Documents
 27.13.1
    
    It is or becomes unlawful for any Obligor or Transaction Party to perform any of its
payment obligations or other material obligations under the Finance Documents.27.13.2
    
    Any Finance Document, the guarantee of any Guarantor or any Security purported to be
created or evidenced by any Security Document is not effective or is unenforceable or
is alleged by any Obligor or any Transaction Party to be ineffective or unenforceable
for any reason.27.13.3
    
    An Obligor or Transaction Party repudiates a Finance Document or evidences an
intention to repudiate a Finance Document.
 27.14
    
    OwnershipAny member of the Group that holds any interests in any Borrowing Base Assets or Obligor is
not or ceases to be a wholly-owned (directly or indirectly) by the Company.




---



##### 



27.15
    
    Project Documents
 27.15.1
    
    All or any part of any Project Document is not, or ceases to be, a legal, valid and
binding obligation of any person expressed to be party to it in circumstances which are
reasonably likely to result in a Material Adverse Change.27.15.2
    
    Any party to any Project Document defaults under that Project Document in
circumstances which are reasonably likely to result in a Material Adverse Change.27.15.3
    
    All or any part of any Project Document is suspended, terminated or revoked in
circumstances which are reasonably likely to result in a Material Adverse Change.
 27.16
    
    Borrowing Base Assets
 27.16.1
    
    A decision is taken to abandon a Borrowing Base Asset unless such a decision was
taken in compliance with Clause 25.13.2 (Borrowing Base Assets).27.16.2
    
    All or any part of the interest of any member of the Group in any Borrowing Base
Asset or Key Asset (or, in each case, any Petroleum or revenues or other moneys arising
in respect of it) is nationalised, expropriated, compulsorily acquired or seized by any
government or any governmental or public sector agency, or any such government or
agency takes, or officially announces that it will take, any step with a view to any of
the foregoing and the same is reasonably likely to result in a Material Adverse Change.
 27.17
    
    LitigationAny judgment is made or award is issued against any Obligor in relation to any litigation,
arbitration or administrative proceedings in an amount equal to or exceeding $10,000,000 (or
its equivalent in one or more other currencies) or any litigation, arbitration or
administrative proceeding is instituted or current in respect of any Obligor or any member
of the Group which would be reasonably likely, if adversely determined, to result in a
Material Adverse Change.27.18
    
    AuthorisationsAny Authorisation necessary for the ownership of any interest in, the development or the
operation of, any Borrowing Base Asset is revoked, cancelled, surrendered, terminated or
varied and the same would be reasonably likely to result in a Material Adverse Change.27.19
    
    Material Adverse ChangeAn event occurs which is reasonably likely to result in a Material Adverse Change as
compared to the position as at Amendment Effective Date.27.20
    
    Qualification of accountsAny audited financial statements delivered to the Agent under this Agreement is qualified in
any material way.27.21
    
    Evidential inadmissibilityAt any time any act, condition or thing required to be done, fulfilled or performed (other
than by the Finance Parties) in order to make each Finance Document to which any Obligor or
Transaction Party is a party admissible in evidence in the country in which such party is
incorporated is not done, fulfilled or performed to the extent or in a respect such that the
effect thereof is materially to impair the legality, validity or enforceability of the
obligations of any Obligor or any Transaction Party under the Finance Documents.




---



##### 



27.22
    
    Senior defaultsAn Event of Default (as defined in the First Lien Credit Agreement) has occurred and is
continuing.27.23
    
    AccelerationOn and at any time after the occurrence of an Event of Default which is continuing the Agent
may, and shall if so directed by the Majority Lenders, by notice to the Company:
 27.23.1
    
    cancel the Aggregate Commitments whereupon they shall immediately be cancelled;
and/or27.23.2
    
    declare that all or part of the Loans, together with accrued interest, and all other
amounts accrued or outstanding under the Finance Documents be immediately due and
payable, whereupon they shall become immediately due and payable; and/or27.23.3
    
    declare that all or part of the Loans payable on demand, whereupon they shall
immediately become payable on demand by the Agent on the instructions of the Majority
Lenders.
 CHANGES TO PARTIES
 28.
    
    CHANGES TO THE LENDERS28.1
    
    Assignments and transfers by the LendersSubject to this Clause 28 (Changes to the Lenders), a Lender (the Existing Lender) may:
 28.1.1
    
    assign any of its rights; or28.1.2
    
    transfer by novation any of its rights and obligations,
 to another bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or investing in
loans, securities or other financial assets (the New Lender).28.2
    
    Conditions of assignment or transfer
 28.2.1
    
    The consent of the Company is required for an assignment or transfer by an Existing
Lender, unless subject to Clause 28.2.4(B) (a) the assignment or transfer is to another
Lender or an Affiliate of a Lender or (b) an Event of Default has occurred and is
continuing.28.2.2
    
    The consent of the Company to an assignment or transfer must not be unreasonably
withheld or delayed. The Company will be deemed to have given its consent five
Business Days after the Existing Lender has requested it unless consent is expressly
refused by the Company within that time.28.2.3
    
    The consent of the Company to an assignment or transfer must not be withheld solely
because the assignment or transfer may result in an increase to the Mandatory Cost.28.2.4
    
    An assignment will only be effective on:
 (A)
    
    receipt by the Agent (whether in the Assignment Agreement or
otherwise) of written confirmation from the New Lender (in form and substance
satisfactory to the Agent) that the New Lender will assume the same
obligations to the other Finance Parties as it would have been under if it was
an Original Lender; and(B)
    
    performance by the Agent of all necessary know your
customer or other similar checks under all applicable laws and regulations in
relation to such




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assignment to a New Lender, the completion of which the Agent shall
promptly notify to the Existing Lender and the New Lender.
 28.2.5
    
    In order to comply with the Dutch Financial Supervision Act (Wet op het financieel
toezicht), any assignment or transfer by an Existing Lender pursuant to this Clause 24
shall in any event be in an amount of at least 50,000 (or its equivalent in any
other currency) or such other amount as may be required form time to time by the Dutch
Financial Supervision Act or, if less, the New Lender shall confirm in writing to the
Company that it is a professional market party (professionele marktpartij) within the
meaning of the Dutch Financial supervision Act (Wet op het financieel toezicht).28.2.6
    
    A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure
for transfer) is complied with.28.2.7
    
    If:
 (A)
    
    a Lender assigns or transfers any of its rights or
obligations under the Finance Documents or changes its Facility Office; and(B)
    
    as a result of circumstances existing at the date the
assignment, transfer or change occurs, an Obligor would be obliged to make a
payment to the New Lender or Lender acting through its new Facility Office
under Clause 17 (Tax gross-up and indemnities) or Clause 18 (Increased Costs),
 then the New Lender or Lender acting through its new Facility Office is only
entitled to receive payment under those Clauses to the same extent as the Existing
Lender or Lender acting through its previous Facility Office would have been if the
assignment, transfer or change had not occurred.28.2.8
    
    Each New Lender, by executing the relevant Transfer Certificate or Assignment
Agreement, confirms, for the avoidance of doubt, that the Agent has authority to
execute on its behalf any amendment or waiver that has been approved by or on behalf of
the requisite Lender or Lenders in accordance with this Agreement on or prior to the
date on which the transfer or assignment becomes effective in accordance with this
Agreement and that it is bound by that decision to the same extent as the Existing
Lender would have been had it remained a Lender
 28.3
    
    Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes effect pay to
the Agent (for its own account) a fee of $2,000.28.4
    
    Limitation of responsibility of Existing Lenders
 28.4.1
    
    Unless expressly agreed to the contrary, an Existing Lender and each existing Finance
Party makes no representation or warranty and assumes no responsibility to a New Lender
for:
 (A)
    
    the legality, validity, effectiveness, adequacy or
enforceability of the Finance Documents or any other documents;(B)
    
    the financial condition of any Obligor or any other member of
the Group;(C)
    
    the performance and observance by any Obligor or any other
member of the Group of its obligations under the Finance Documents or any
other documents; or(D)
    
    the accuracy of any statements (whether written or oral) made
in or in connection with any Finance Document or any other document,




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and any representations or warranties implied by law are excluded.28.4.2
    
    Each New Lender confirms to the Existing Lender and the other Finance Parties that
it:
 (A)
    
    has made (and shall continue to make) its own independent
investigation and assessment of the financial condition and affairs of each
Obligor and its related entities in connection with its participation in this
Agreement and has not relied exclusively on any information provided to it by
the Existing Lender or any existing Finance Party in connection with any
Finance Document; and(B)
    
    will continue to make its own independent appraisal of the
creditworthiness of each Obligor and its related entities whilst any amount is
or may be outstanding under the Finance Documents or any Commitment is in
force.
 28.4.3
    
    Nothing in any Finance Document obliges an Existing Lender or any existing Finance
Party to:
 (A)
    
    accept a re-transfer or re-assignment from a New Lender of
any of the rights and obligations assigned or transferred under this Clause 28
(Changes to the Lenders); or(B)
    
    support any losses directly or indirectly incurred by the New
Lender by reason of the non-performance by any Obligor or Transaction Party of
its obligations under the Finance Documents or otherwise.
 28.5
    
    Procedure for transfer
 28.5.1
    
    Subject to the conditions set out in Clause 28.2 (Conditions of assignment or
transfer) a transfer is effected in accordance with Clause 28.5.3 when the Agent
executes an otherwise duly completed Transfer Certificate delivered to it by the
Existing Lender and the New Lender. The Agent shall, subject to Clause 28.5.2 below,
as soon as reasonably practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate.28.5.2
    
    The Agent shall only be obliged to execute a Transfer Certificate delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws and
regulations in relation to the transfer to such New Lender.28.5.3
    
    Subject to Clause 28.9 (Pro-rata interest settlement), on the Transfer Date:
 (A)
    
    to the extent that in the Transfer Certificate the Existing
Lender seeks to transfer by novation its rights and obligations under the
Finance Documents each of the Obligors and the Existing Lender shall be
released from further obligations towards one another under the Finance
Documents and their respective rights against one another under the Finance
Documents shall be cancelled (being the Discharged Rights and Obligations);(B)
    
    each of the Obligors and the New Lender shall assume
obligations towards one another and/or acquire rights against one another
which differ from the Discharged Rights and Obligations only insofar as that
Obligor and the New Lender have assumed and/or acquired the same in place of
that Obligor and the Existing Lender;(C)
    
    the existing Finance Parties and the New Lender shall acquire
the same rights and assume the same obligations between themselves as they
would have




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##### 



acquired and assumed had the New Lender been an Original Lender with the
rights and/or obligations acquired or assumed by it as a result of the
transfer and to that extent the existing Finance Parties and the Existing
Lender shall each be released from further obligations to each other under
the Finance Documents; and(D)
    
    the New Lender shall become a Party as a Lender.
 28.6
    
    Procedure for assignment
 28.6.1
    
    Subject to the conditions set out in Clause 28.2 (Conditions of assignment or
transfer) an assignment may be effected in accordance with Clause 28.6.3 below when the
Agent executes an otherwise duly completed Assignment Agreement delivered to it by the
Existing Lender and the New Lender. The Agent shall, subject to Clause 28.6.2 below,
as soon as reasonably practicable after receipt by it of a duly completed Assignment
Agreement appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Assignment
Agreement.28.6.2
    
    The Agent shall only be obliged to execute an Assignment Agreement delivered to it by
the Existing Lender and the New Lender once it is satisfied it has complied with all
necessary know your customer or other similar checks under all applicable laws and
regulations in relation to the assignment to such New Lender.28.6.3
    
    Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:
 (A)
    
    the Existing Lender will assign absolutely to the New Lender
the rights under the Finance Documents expressed to be the subject of the
assignment in the Assignment Agreement;(B)
    
    the Existing Lender will be released by each Obligor and the
other Finance Parties from the obligations owed by it (the Relevant
Obligations) and expressed to be the subject of the release in the Assignment
Agreement; and(C)
    
    the New Lender shall become a Party as a Lender and will be
bound by obligations equivalent to the Relevant Obligations.
 28.6.4
    
    Lenders may utilise procedures other than those set out in this Clause 28.6
(Procedure for assignment) to assign their rights under the Finance Documents (but not,
without the consent of the relevant Obligor or unless in accordance with Clause 28.5
(Procedure for transfer), to obtain a release by that Obligor from the obligations owed
to that Obligor by the Lenders nor the assumption of equivalent obligations by a New
Lender) provided that they comply with the conditions set out in Clause 28.2
(Conditions of assignment or transfer).
 28.7
    
    Copy of Transfer Certificate or Assignment Agreement to CompanyThe Agent shall, as soon as reasonably practicable after it has executed a Transfer
Certificate or an Assignment Agreement, send to the Company a copy of that Transfer
Certificate or Assignment Agreement.28.8
    
    Security over Lenders rightsIn addition to the other rights provided to Lenders under this Clause 28.8, each Lender may
without consulting with or obtaining consent from any Obligor, at any time charge, assign or
otherwise create Security in or over (whether by way of collateral or otherwise) all or any
of its




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##### 



rights under any Finance Document to secure obligations of that Lender including, without
limitation:
 28.8.1
    
    any charge, assignment or other Security to secure obligations to a federal reserve
or central bank; and28.8.2
    
    in the case of any Lender which is a fund, any charge, assignment or other Security
granted to any holders (or trustee or representatives of holders) of obligations owed,
or securities issued, by that Lender as security for those obligations or securities,
 except that no such charge, assignment or Security shall:
 (A)
    
    release a Lender from any of its obligations under the
Finance Documents or substitute the beneficiary of the relevant charge,
assignment or Security for the Lender as a party to any of the Finance
Documents; or(B)
    
    require any payments to be made by an Obligor other than or
in excess of, or grant to any person any more extensive rights than, those
required to be made or granted to the relevant Lender under the Finance
Documents.
 28.9
    
    Pro rata interest settlementIf the Agent has notified the Lenders that it is able to distribute interest payments on a
pro rata basis to Existing Lenders and New Lenders then (in respect of any transfer
pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6
(Procedure for assignment) the Transfer Date of which, in each case, is after the date of
such notification and is not on the last day of an Interest Period):
 28.9.1
    
    any interest or fees in respect of the relevant participation which are expressed to
accrue by reference to the lapse of time shall continue to accrue in favour of the
Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall
become due and payable to the Existing Lender (without further interest accruing on
them) on the last day of the current Interest Period (or, if the Interest Period is
longer than six Months, on the next of the dates which falls at six Monthly intervals
after the first day of that Interest Period); and28.9.2
    
    the rights assigned or transferred by the Existing Lender will not include the right
to the Accrued Amounts, so that, for the avoidance of doubt:
 (A)
    
    when the Accrued Amounts become payable, those Accrued
Amounts will be payable to the Existing Lender; and(B)
    
    the amount payable to the New Lender on that date will be the
amount which would, but for the application of this Clause 28.9, have been
payable to it on that date, but after deduction of the Accrued Amounts.
 29.
    
    CHANGES TO THE OBLIGORS29.1
    
    Assignments and transfer by ObligorsNo Obligor may assign any of its rights or transfer any of its rights or obligations under
the Finance Documents.29.2
    
    Additional Borrowers
 29.2.1
    
    Subject to compliance with Clauses 24.8.3 and 24.8.4 (Know your customer checks)
the Company may request that any Relevant Affiliate becomes an Additional Borrower.
That Relevant Affiliate shall become an Additional Borrower if:




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##### 



(A)
    
    all Lenders approve the addition of that Relevant Affiliate,(B)
    
    that Relevant Affiliate (a) delivers to the Agent a duly
completed and executed Accession Letter and (b) executes and enters into all
other documents and takes all such other steps as the Agent may reasonably
require for the purposes of ensuring that it accedes and becomes a party to,
all relevant Finance Documents as an Additional Borrower;(C)
    
    the Company confirms that no Default is continuing or would
occur as a result of that Relevant Affiliate becoming an Additional Borrower;
and(D)
    
    the Agent has received all of the documents and other
evidence listed in Part II (Conditions precedent required to be delivered by
an Additional Obligor) of Schedule 3 (Conditions precedent) in relation to
that Additional Borrower, each in form and substance satisfactory to the
Agent.
 29.2.2
    
    The Agent shall, in relation to each proposed Additional Borrower, notify the Company
and the Lenders promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in Part II
(Conditions precedent required to be delivered by an Additional Obligor) of Schedule 3
(Conditions precedent).
 29.3
    
    Additional Guarantors
 29.3.1
    
    Subject to compliance with Clauses 24.8.3 and 24.8.4 (Know your customer checks)
the Company may request that any Relevant Affiliate becomes an Additional Guarantor.
That Relevant Affiliate shall become an Additional Guarantor if:
 (A)
    
    that Relevant Affiliate (a) delivers to the Agent a duly
completed and executed Accession Letter and (b) executes and enters into all
other documents and takes all such other steps as the Agent may reasonably
require for the purposes of ensuring that it accedes and becomes a party to,
all relevant Finance Documents as an Additional Guarantor; and(B)
    
    the Agent has received all of the documents and other
evidence listed in Part II (Conditions precedent required to be delivered by
an Additional Obligor) of Schedule 3 (Conditions precedent) in relation to
that Additional Guarantor, each in form and substance satisfactory to the
Agent.
 29.3.2
    
    The Company shall procure that (i) promptly upon any member of the Group becoming a
Material Subsidiary and (ii) prior to any member of the Borrower Group acquiring a
Borrowing Base Asset (if it is not already an Obligor) it shall become an Additional
Guarantor (unless prohibited under the laws of their jurisdiction of incorporation,
despite the Company and such member of the Group or Borrower Group having used all
reasonable endeavours to overcome such prohibition) and shall ensure that:
 (A)
    
    such member of the group (a) delivers to the Agent a duly
completed and executed Accession Letter and (b) executes and enters into all
other documents and takes all such other steps as the Agent may reasonably
require for the purposes of ensuring that it accedes and becomes a party to,
all relevant Finance Documents as an Additional Guarantor; and(B)
    
    the Agent receives all of the documents and other evidence
listed in Part II (Conditions precedent required to be delivered by an
Additional Obligor) of Schedule 3 (Conditions precedent) in relation to that
Additional Guarantor, each in form and substance satisfactory to the Agent.




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##### 



29.3.3
    
    The Agent shall, in relation to each proposed Additional Guarantor, notify the
Company and the Lenders promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in Part II
(Conditions precedent required to be delivered by an Additional Obligor) of Schedule 3
(Conditions precedent).
 29.4
    
    Repetition of RepresentationsDelivery of an Accession Letter constitutes confirmation by the relevant intended Obligor
that the Repeating Representations are true and correct in relation to it as at the date of
delivery as if made by reference to the facts and circumstances then existing.29.5
    
    Release of non-asset holding Obligors
 29.5.1
    
    For the purposes of this Clause 29.5 (Release of non-asset holding Obligors), a
Relevant Obligormeans any Obligor (other than the Company) that (a) does not have an
interest in any Borrowing Base Asset or any shares or other interest in any person
holding an interest in any Borrowing Base Asset (whether by reason of any Borrowing
Base Asset ceasing to be so designated in accordance with this Agreement or otherwise)
and (b) is not a Material Subsidiary.29.5.2
    
    The Company may submit a request to the Agent at any time for any Relevant Obligor to
cease to be an Obligor.29.5.3
    
    Subject to Clause 29.5.4, as soon as reasonably practicable after the submission of
any such request, the Finance Parties shall (at the cost and expense of the Obligors)
take all such steps as the Company may reasonably require for the purposes of ensuring:
 (A)
    
    that the Relevant Obligor ceases to be an Obligor for the
purposes of the Finance Documents; and(B)
    
    the release of any Security under the Finance Documents
granted to the Finance Parties (a) by the Relevant Obligor over its assets or
(b) by any other person over the shares in the Relevant Obligor.
 29.5.4
    
    A Relevant Obligor may only cease to be an Obligor pursuant to this Clause 29.5
(Release of non-asset holding Obligors) if:
 (A)
    
    no Default is continuing or would result from it ceasing to
be an Obligor (and the Company confirms that this is the case); and(B)
    
    (other than in the case of Endeavour North Sea) the Majority
Lenders consent to such Relevant Obligor ceasing to be an Obligor; and(C)
    
    in the case only of Endeavour North Sea:
 (1)
    
    the Permitted Transaction described in
paragraph (B) of the definition of Permitted Transaction has been
completed upon the terms described therein;(2)
    
    Endeavour North Sea is under no actual or
contingent obligation as a Borrower; and(3)
    
    Endeavour North Sea has no assets whatsoever,
 and, in each case, the Company confirms the same to the Agent.




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##### 



THE FINANCE PARTIES
 30.
    
    ROLE OF THE ADMINISTRATIVE FINANCE PARTIES30.1
    
    GeneralFor the purposes only of this Clause 30 (Role of the Administrative Finance Parties),
references to the Administrative Finance Parties shall be construed as excluding the
Security Trustee.30.2
    
    Appointment of the Agent
 30.2.1
    
    Each other Finance Party appoints the Agent to act as its agent under and in
connection with the Finance Documents.30.2.2
    
    Each other Finance Party authorises the Agent to exercise the rights, powers,
authorities and discretions specifically given to the Agent under or in connection with
the Finance Documents together with any other incidental rights, powers, authorities
and discretions.
 30.3
    
    Duties of the Agent
 30.3.1
    
    Subject to Clause 30.3.3, the Agent shall promptly forward to a Party the original or
a copy of any document which is delivered to the Agent for that Party by any other
Party.30.3.2
    
    Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment
Agreement to Company), Clause 30.3.1 above shall not apply to any Transfer Certificate
or to any Assignment Agreement.30.3.3
    
    Except where a Finance Document specifically provides otherwise, the Agent is not
obliged to review or check the adequacy, accuracy or completeness of any document it
forwards to another Party.30.3.4
    
    If the Agent receives notice from a Party referring to this Agreement, describing a
Default and stating that the circumstance described is a Default, it shall promptly
notify the other Finance Parties.30.3.5
    
    If the Agent is aware of the non-payment of any principal, interest, commitment fee
or other fee payable to a Finance Party (other than an Administrative Finance Party or
the Security Trustee) under this Agreement it shall promptly notify the other Finance
Parties.30.3.6
    
    The Agents duties under the Finance Documents are solely mechanical and
administrative in nature.
 30.4
    
    Role of the Mandated Lead ArrangerExcept as specifically provided in the Finance Documents, the Mandated Lead Arranger have no
obligations of any kind to any other Party under or in connection with any Finance Document.30.5
    
    No fiduciary duties
 30.5.1
    
    Nothing in this Agreement constitutes any Administrative Finance Party as a trustee
or fiduciary of any other person.30.5.2
    
    No Administrative Finance Party shall be bound to account to any Finance Party for
any sum or the profit element of any sum received by it for its own account.




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30.6
    
    Business with the GroupEach Administrative Finance Party may accept deposits from, lend money to and generally
engage in any kind of banking or other business with any Obligor or any other member of the
Group.30.7
    
    Rights and discretions of the Administrative Finance Parties
 30.7.1
    
    Each Administrative Finance Party may rely on:
 (A)
    
    any representation, notice or document believed by it to be
genuine, correct and appropriately authorised; and(B)
    
    any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.
 30.7.2
    
    Each Administrative Finance Party may assume (unless it has received notice to the
contrary in its capacity as an Administrative Finance Party) that:
 (A)
    
    no Default has occurred (unless it has actual knowledge of a
Default arising under Clause 27.2 (Non-payment and failure to reduce));(B)
    
    any right, power, authority or discretion vested in any Party
or the Majority Lenders has not been exercised; and(C)
    
    any notice or request made by the Company (other than a
Utilisation Request or Selection Notice) is made on behalf of and with the
consent and knowledge of all the Obligors.
 30.7.3
    
    Each Administrative Finance Party may engage, pay for and rely on the advice or
services of any lawyers, accountants, surveyors or other experts.30.7.4
    
    Each Administrative Finance Party may act in relation to the Finance Documents
through its personnel and agents.30.7.5
    
    Each Administrative Finance Party may disclose to any other Party any information it
reasonably believes it has received in its capacity as such under this Agreement.30.7.6
    
    Notwithstanding any other provision of any Finance Document to the contrary, no
Administrative Finance Party is obliged to do or omit to do anything if it would or
might in its reasonable opinion constitute a breach of any law or regulation or a
breach of a fiduciary duty or duty of confidentiality.
 30.8
    
    Majority Lenders instructions
 30.8.1
    
    Unless a contrary indication appears in a Finance Document, the Agent shall (a)
exercise any right, power, authority or discretion vested in it in such capacity in
accordance with any instructions given to it by the Majority Lenders (or, if so
instructed by the Majority Lenders), refrain from exercising any right, power,
authority or discretion vested in it and (b) not be liable for any act (or omission) if
it acts (or refrains from taking any action) in accordance with an instruction of the
Majority Lenders.30.8.2
    
    Unless a contrary indication appears in a Finance Document, any instructions given by
the Majority Lenders will be binding on all the Finance Parties.30.8.3
    
    The Agent may refrain from acting in accordance with the instructions of the Majority
Lenders (or, if appropriate, the Lenders) until it has received such security as it may
require for any cost, loss or liability (together with any associated VAT) which it may
incur in complying with the instructions.




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##### 



30.8.4
    
    In the absence of instructions from the Majority Lenders, (or, if appropriate, the
Lenders) the Agent may act (or refrain from taking action) as it considers to be in the
best interest of the Finance Parties.30.8.5
    
    The Agent is not authorised to act on behalf of a Finance Party (without first
obtaining that Finance Partys consent) in any legal or arbitration proceedings
relating to any Finance Document.
 30.9
    
    Responsibility for documentationNo Administrative Finance Party is liable or responsible for:
 30.9.1
    
    the adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by it, an Obligor or any other person given in or in connection with
any Finance Document; or30.9.2
    
    the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or executed
in anticipation of or in connection with any Finance Document.
 30.10
    
    Exclusion of liability
 30.10.1
    
    Without limiting Clause 30.10.2, and without prejudice to the provisions of
paragraph (e) of Clause 33.10 (Disruption to Payment Systems etc.) no Administrative
Finance Party will be liable (including, for negligence or any other category of
liability whatsoever) for any action taken by it under or in connection with any
Finance Document, unless directly caused by its gross negligence or wilful misconduct.30.10.2
    
    No Party (other than an Administrative Finance Party) may take any proceedings
against any officer, employee or agent of that Administrative Finance Party in respect
of any claim it might have against that Administrative Finance Party or in respect of
any act or omission of any kind by that officer, employee or agent in relation to any
Finance Document and any officer, employee or agent of that Administrative Finance
Party may rely on this Clause 30.10.2 subject to Clause 5.3 (Third party rights) and
the provisions of the Third Parties Act.30.10.3
    
    No Administrative Finance Party will be liable for any delay (or any related
consequences) in crediting an account with an amount required under the Finance
Documents to be paid by that Administrative Finance Party if it has taken all necessary
steps as soon as reasonably practicable to comply with the regulations or operating
procedures of any recognised clearing or settlement system used by it for that purpose.30.10.4
    
    Nothing in this Agreement shall oblige any Administrative Finance Party to carry out
any know your customer or other checks in relation to any person on behalf of any
Finance Party and each Finance Party confirms to the Administrative Finance Parties
that it is solely responsible for any such checks it is required to carry out and that
it may not rely on any statement in relation to such checks made by any Administrative
Finance Party.
 30.11
    
    Lenders indemnity
 30.11.1
    
    Each Lender shall (in proportion to its share of the Aggregate Commitments or, if
the Aggregate Commitments are then zero, to its share of the Aggregate Commitments
immediately prior to their reduction to zero) within three Business Days of demand,
indemnify:




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(A)
    
    each Administrative Finance Party, against any cost, loss or
liability (including, for negligence or any other category of liability
whatsoever) incurred by that Administrative Finance Party (otherwise than by
reason of its gross negligence or wilful misconduct) in acting in its capacity
as such an Administrative Finance Party under or in connection with the
Finance Documents; and(B)
    
    the Agent against any cost, loss or liability, in the case of
any cost, loss or liability (notwithstanding the Agents negligence, gross
negligence or any other category of liability whatsoever) pursuant to Clause
33.10 (Disruption to Payment Systems etc.) (but excluding any claim based on
the fraud of the Agent in acting in such capacity),
 unless, in the case of Clause 30.11.1(A) and 30.11.1(B), that Administrative
Finance Party has been reimbursed for the same by an Obligor pursuant to a Finance
Document.30.11.2
    
    The Obligors shall forthwith on demand reimburse each Finance Party for any payments
made by it under this Clause 30.11 (Lenders indemnity).
 30.12
    
    Resignation
 30.12.1
    
    Each Administrative Finance Party (other than the Mandated Lead Arranger) may resign
at any time and appoint one of its Affiliates acting through an office in the United
Kingdom as successor by giving notice to the other Finance Parties and the Company.30.12.2
    
    Alternatively such Administrative Finance Party may resign by giving notice to the
other Finance Parties and the Company, in which case the Majority Lenders (after
consultation with the Company) may appoint a successor Administrative Finance Party.30.12.3
    
    If the Majority Lenders have not appointed a successor Administrative Finance Party
in accordance with Clause 30.12.2 within 30 days after notice of resignation was given,
the incumbent Administrative Finance Party (after consultation with the Company and the
Majority Lenders) may appoint a successor Administrative Finance Party (acting through
an office in the United Kingdom or Paris).30.12.4
    
    The retiring Administrative Finance Party shall, at its own cost, make available to
the successor Administrative Finance Party such documents and records and provide such
assistance as the successor Administrative Finance Party may reasonably request for the
purposes of performing its functions as Administrative Finance Party under the Finance
Documents.30.12.5
    
    The Administrative Finance Partys resignation notice shall only take effect upon
the successor Administrative Finance Party (a) notifying all the Parties that it
accepts its appointment and (b) completing all such steps as may reasonably be required
by the Majority Lenders in order to (1) ensure that it accedes, and becomes a party, to
all relevant Finance Documents in its capacity as Administrative Finance Party and (2)
facilitate the change in identity of the Administrative Finance Party.30.12.6
    
    Upon the appointment of a successor, the retiring Administrative Finance Party shall
be discharged from any further obligation in respect of the Finance Documents but shall
remain entitled to the benefit of this Clause 30 (Role of the Administrative Finance
Parties). Its successor and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had been an
original Party.30.12.7
    
    After consultation with the Company, the Majority Lenders may, by notice to any
Administrative Finance Party (other than the Mandated Lead Arranger), require it to




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resign in accordance with Clause 30.12.2. In this event, the relevant
Administrative Finance Party shall resign in accordance with Clause 30.12.2.
 30.13
    
    Confidentiality
 30.13.1
    
    In acting under the Finance Documents, the relevant division through which each
Administrative Finance Party acts shall be treated as a separate entity from any other
of its divisions or departments.30.13.2
    
    If information is received by another division or department of an Administrative
Finance Party, it may be treated as confidential to that relevant division or
department and that Administrative Finance Party shall not be deemed to have notice of
it.
 30.14
    
    Relationship with the Lenders
 30.14.1
    
    Subject to Clause 28.9 (Pro rata Interest Settlement), the Agent may treat the
person shown in its records as Lender at the opening of business (in the place of the
Agents principal office as notified to the Finance Parties from time to time) as the
Lender acting through its Facility Office:
 (A)
    
    entitled to or liable for any payment due under any Finance
Document on that day; and(B)
    
    entitled to receive and act upon any notice, request,
document or communication or make any decision or determination under any
Finance Document made or delivered on that day,
 unless it has received not less than five Business Days prior notice from that
Lender to the contrary in accordance with the terms of this Agreement.30.14.2
    
    Each Lender shall supply the Agent with any information required by the Agent in
order to calculate the Mandatory Cost in accordance with Schedule 5 (Mandatory Cost
formulae).30.14.3
    
    Any Finance Party may by notice to the Agent appoint a person to receive on its
behalf all notices, communications, information and documents to be made or despatched
to that Finance Party under the Finance Documents. Such notice shall contain the
address, fax number and (where communication by electronic mail or other electronic
means is permitted under Clause 35.5 (Electronic communication)) electronic mail
address and/or any other information required to enable the sending and receipt of
information by that means (and, in each case, the department or officer, if any, for
whose attention communication is to be made) and be treated as a notification of a
substitute address, fax number, electronic mail address, department and officer by that
Finance Party for the purposes of Clause 35.2 (Contact details) and Clause 35.5
(Electronic communication) and the Agent shall be entitled to treat such person as the
person entitled to receive all such notices, communications, information and documents
as though that person were that Finance Party.
 30.15
    
    Credit appraisal by the Finance PartiesWithout affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Finance Document, each Finance Party confirms to each
Administrative Finance Party that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising under or in
connection with any Finance Document including:




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30.15.1
    
    the financial condition, status and nature of each Obligor and each other member of
the Group;30.15.2
    
    the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;30.15.3
    
    whether that Finance Party has recourse, and the nature and extent of that recourse,
against any Party or any of its respective assets under or in connection with any
Finance Document, the transactions contemplated by the Finance Documents or any other
agreement, arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Finance Document; and30.15.4
    
    the adequacy, accuracy and/or completeness of any information provided by that
Administrative Finance Party, any other Party or by any other person under or in
connection with any Finance Document, the transactions contemplated by the Finance
Documents or any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document.
 30.16
    
    Reference BanksIf a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Company) appoint
another Lender or an Affiliate of a Lender to replace that Reference Bank.30.17
    
    Management timeAny amount payable to an Administrative Finance Party under Clause 19.3 (Indemnity to the
Agent), Clause 21 (Costs and expenses) and Clause 30.11 (Lenders indemnity) shall include
the reasonable cost of utilising that Administrative Finance Partys management time or
other resources and will be calculated on the basis of such reasonable daily or hourly rates
as that Administrative Finance Party may notify to the Company and the Lenders, and is in
addition to any fee paid or payable to that Administrative Finance Party pursuant to Clause
16 (Fees).30.18
    
    DeductionIf any Party owes an amount to the Agent under the Finance Documents the Agent may, after
giving notice to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Agent would otherwise be obliged to make under the Finance Documents
and apply the amount deducted in or towards satisfaction of the amount owed. For the
purposes of the Finance Documents, that Party shall be regarded as having received any
amount so deducted.30.19
    
    Parallel Debt (Covenant to pay the Security Trustee)
 30.19.1
    
    Notwithstanding any other provisions of this Agreement, each Obligor hereby
irrevocably and unconditionally undertakes (such undertaking and the obligations and
liabilities which are a result thereof, hereinafter being referred to as its Parallel
Debt) to pay to the Security Trustee an amount equal to and in the currency of the
aggregate amount payable by it to any Secured Creditor under any Finance Document (the
Principal Obligations) in accordance with the terms and conditions of such Principal
Obligations. The Parallel Debt of each Obligor shall become due and payable as and
when its Principal Obligations become due and payable.




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##### 



30.19.2
    
    The Parties acknowledge that:
 (A)
    
    the Parallel Debt of each Obligor:
 (1)
    
    constitutes an undertaking, obligation and
liability of such Obligor to the Security Trustee (in its personal
capacity and not in its capacity as agent) which is separate and
independent from, and without prejudice to, its Principal Obligations;
and(2)
    
    represents the Security Trustees own claim
to receive payment of such Parallel Debt from such Obligor; and
 (B)
    
    the Security created under the Finance Documents to secure
the Parallel Debt is granted to the Security Trustee in its capacity as sole
creditor of the Parallel Debt.
 30.19.3
    
    The Parties agree that:
 (A)
    
    the Parallel Debt of each Obligor shall be decreased if and
to the extent that its Principal Obligations have been paid or in the case of
guarantee obligations discharged;(B)
    
    the Principal Obligations of each Obligor shall be decreased
if and to the extent that its Parallel Debt has been paid or in the case of
guarantee obligations discharged; and(C)
    
    the amount payable under the Parallel Debt of each Obligor
shall at no time exceed the amount payable under its Principal Obligations.
 30.19.4
    
    Any amount received or recovered by the Security Trustee in respect of a Parallel
Debt (including, but not limited to, enforcement proceeds) shall be applied in
accordance with the terms of this Agreement subject to limitations (if any) expressly
provided for in any Security Document.30.19.5
    
    The rights of the Secured Creditors (other than the Security Trustee) to receive
payment of the Principal Obligations of each Obligor are several and separate and
independent from, and without prejudice to, the rights of the Security Trustee to
receive payment under the Parallel Debt.30.19.6
    
    The Parties agrees that the claim of the Security Trustee in respect of the Parallel
Debt of each Obligor and the claims of any one or more of the Secured Creditors under
the Principal Obligations do not constitute common property (gemeenschap) within the
meaning of section 3:166 of the Netherlands Civil Code and that the provisions relating
to common property shall not apply. Should a court determine that the claim of the
Security Trustee and the claims of any one or more of the Secured Creditors under the
Principal Obligations do constitute common property and the provisions of common
property do apply, the Secured Creditors agree that this Agreement together with the
Intercreditor Agreement shall constitute the administration agreement (beheersregeling)
within the meaning of section 3:168 of the Netherlands Civil Code.30.19.7
    
    For the purposes of this Clause 30.19 (Parallel Debt (Covenant to pay the Security
Trustee), Finance Documentshas the meaning given to that term in the Intercreditor
Agreement.
 31.
    
    CONDUCT OF BUSINESS BY THE FINANCE PARTIESNo provision of this Agreement will:




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31.1.1
    
    interfere with the right of any Finance Party to arrange its affairs (tax or
otherwise) in whatever manner it thinks fit;31.1.2
    
    oblige any Finance Party to investigate or claim any credit, relief, remission or
repayment available to it or the extent, order and manner of any claim; or31.1.3
    
    oblige any Finance Party to disclose any information relating to its affairs (tax or
otherwise) or any computations in respect of Tax.
 32.
    
    SHARING AMONG THE FINANCE PARTIES32.1
    
    Payments to Finance PartiesIf a Finance Party (a Recovering Finance Party) receives or recovers any amount from an
Obligor other than in accordance with Clause 33 (Payment mechanics) (a Recovered Amount)
and applies that amount to a payment due under the Finance Documents then:
 32.1.1
    
    the Recovering Finance Party shall, within three Business Days, notify details of the
receipt or recovery, to the Agent;32.1.2
    
    the Agent shall determine whether the receipt or recovery is in excess of the amount
the Recovering Finance Party would have been paid had the receipt or recovery been
received or made by the Agent and distributed in accordance with Clause 33 (Payment
mechanics), without taking account of any Tax which would be imposed on the Agent in
relation to the receipt, recovery or distribution; and32.1.3
    
    the Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or
recovery less any amount which the Agent determines may be retained by the Recovering
Finance Party as its share of any payment to be made, in accordance with Clause 33.5
(Partial payments).
 32.2
    
    Redistribution of paymentsThe Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and
distribute it between the Finance Parties (other than the Recovering Finance Party) (the
Sharing Finance Parties) in accordance with Clause 33.5 (Partial payments) towards the
obligations of that Obligor to the Sharing Finance Parties.32.3
    
    Recovering Finance Partys rightsOn a distribution by the Agent under Clause 32.2 (Redistribution of payments), of a payment
received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and
the Recovering Finance party, an amount of the Recovered Amount equal to the Sharing Payment
to be treated as not having been paid by that Obligor.32.4
    
    Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party, then:
 32.4.1
    
    each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the
account of that Recovering Finance Party an amount equal to the appropriate part of its
share of the Sharing Payment (together with an amount as is necessary to reimburse that
Recovering Finance Party for its proportion of any interest on the Sharing Payment
which that Recovering Finance Party is required to pay) (the Redistributed Amount);
and




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##### 



32.4.2
    
    as between the relevant Obligor and each relevant Sharing Finance Party, an amount
equal to the relevant Redistributed Amount will be treated as not having been paid by
that Obligor.
 32.5
    
    Exceptions
 32.5.1
    
    This Clause 32 (Sharing among the Finance Parties) shall not apply to the extent that
the Recovering Finance Party would not, after making any payment pursuant to this
Clause, have a valid and enforceable claim against the relevant Obligor.32.5.2
    
    A Recovering Finance Party is not obliged to share with any other Finance Party any
amount which the Recovering Finance Party has received or recovered as a result of
taking legal or arbitration proceedings, if:
 (A)
    
    it notified that other Finance Party of the legal or
arbitration proceedings; and(B)
    
    that other Finance Party had an opportunity to participate in
those legal or arbitration proceedings but did not do so as soon as reasonably
practicable having received notice and did not take separate legal or
arbitration proceedings.




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##### 



ADMINISTRATION
 33.
    
    PAYMENT MECHANICS33.1
    
    Payments to the Agent
 33.1.1
    
    On each date on which an Obligor or a Finance Party is required to make a payment
under a Finance Document, that Obligor or Finance Party shall make the same available
to the Agent (unless a contrary indication appears in a Finance Document) for value on
the due date at the time and in such funds specified by the Agent as being customary at
the time for settlement of transactions in the relevant currency in the place of
payment.33.1.2
    
    Payment shall be made to such account in the principal financial centre of the
country of that currency with such bank as the Agent specifies.
 33.2
    
    Distributions by the AgentEach payment received by the Agent under the Finance Documents for another Party shall,
subject to Clause 33.3 (Distributions to an Obligor) and Clause 33.4 (Clawback) be made
available by the Agent as soon as practicable after receipt to the Party entitled to receive
payment in accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not less than
five Business Days notice with a bank in the principal financial centre of the country of
that currency).33.3
    
    Distributions to an ObligorThe Agent may (with the consent of the Obligor or in accordance with Clause 34 (Set-off))
apply any amount received by it for that Obligor in or towards payment (on the date and in
the currency and funds of receipt) of any amount due from that Obligor under the Finance
Documents or in or towards purchase of any amount of any currency to be so applied.33.4
    
    Clawback
 33.4.1
    
    Where a sum is to be paid to the Agent under the Finance Documents for another Party,
the Agent is not obliged to pay that sum to that other Party (or to enter into or
perform any related exchange contract) until it has been able to establish to its
satisfaction that it has actually received that sum.33.4.2
    
    If the Agent pays an amount to another Party and it proves to be the case that the
Agent had not actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Agent shall on demand refund
the same to the Agent together with interest on that amount from the date of payment to
the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.
 33.5
    
    Partial payments
 33.5.1
    
    If the Agent receives a payment that is insufficient to discharge all the amounts
then due and payable by an Obligor under the Finance Documents, the Agent shall apply
that payment towards the obligations of that Obligor under the Finance Documents in the
following order:
 (A)
    
    first, in or towards payment pro rata of any unpaid fees,
costs and expenses of the Administrative Finance Parties under the Finance
Documents;(B)
    
    secondly, in or towards payment pro rata of any accrued
interest, commitment fees or commission due but unpaid under the Finance
Documents;




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##### 



(C)
    
    thirdly, in or towards payment pro rata of any principal due
but unpaid under the Finance Documents; and(D)
    
    fourthly, in or towards payment pro rata of any other sum due
but unpaid under the Finance Documents.
 33.5.2
    
    The Agent shall, if so directed by the Majority Lenders, vary the order set out in
Clauses 33.5.1(B) to 33.5.1(D) above.33.5.3
    
    Clauses 33.5.1 and 33.5.2 above will override any appropriation made by an Obligor.
 33.6
    
    No set-off by ObligorsAll payments to be made by an Obligor under the Finance Documents shall be calculated and be
made without (and free and clear of any deduction for) set-off or counterclaim.33.7
    
    Business Days
 33.7.1
    
    Any payment which is due to be made on a day that is not a Business Day shall be made
on the next Business Day in the same calendar month (if there is one) or the preceding
Business Day (if there is not).33.7.2
    
    During any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate payable
on the original due date.
 33.8
    
    Currency of account
 33.8.1
    
    Subject to Clauses 33.8.2 and to 33.8.5, dollars is the currency of account and
payment for any sum due from an Obligor under any Finance Document.33.8.2
    
    A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made
in the currency in which that Loan or Unpaid Sum is denominated on its due date.33.8.3
    
    Each payment of interest shall be made in the currency in which the sum in respect of
which that interest is payable was denominated when that interest accrued.33.8.4
    
    Each payment in respect of costs, expenses or Taxes shall be made in the currency in
which the costs, expenses or Taxes are incurred.33.8.5
    
    Any amount expressed to be payable in a currency other than dollars shall be paid in
that other currency.
 33.9
    
    Change of currency
 33.9.1
    
    Unless otherwise prohibited by law, if more than one currency or currency unit are at
the same time recognised by the central bank of any country as the lawful currency of
that country, then:
 (A)
    
    any reference in the Finance Documents to, and any
obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit of
that country designated by the Agent (after consultation with the Company);
and(B)
    
    any translation from one currency or currency unit to another
shall be at the official rate of exchange recognised by the central bank for
the conversion of that currency or currency unit into the other, rounded up or
down by the Agent (acting reasonably).
 33.9.2
    
    If a change in any currency of a country occurs, this Agreement will, to the extent
the Agent (acting reasonably and after consultation with the Company) specifies to be




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necessary, be amended to comply with any generally accepted conventions and market
practice in the London interbank market and otherwise to reflect the change in
currency.
 33.10
    
    Disruption to Payment Systems etc.If either the Agent determines (in its discretion) that a Disruption Event has occurred or
the Agent is notified by the Company that a Disruption Event has occurred:
 33.10.1
    
    the Agent may, and shall if requested to do so by the Company, consult with the
Company with a view to agreeing with the Company such changes to the operation or
administration of the Facility as the Agent may deem necessary in the circumstances;33.10.2
    
    the Agent shall not be obliged to consult with the Company in relation to any
changes mentioned in Clause 33.10.1 if, in its opinion, it is not practicable to do so
in the circumstances and, in any event, shall have no obligation to agree to such
changes;33.10.3
    
    the Agent may consult with the Finance Parties in relation to any changes mentioned
in Clause 33.10.1 but shall not be obliged to do so if, in its opinion, it is not
practicable to do so in the circumstances;33.10.4
    
    any such changes agreed upon by the Agent and the Company shall (whether or not it
is finally determined that a Disruption Event has occurred) be binding upon the Parties
as an amendment to (or, as the case may be, waiver of) the terms of the Finance
Documents notwithstanding the provisions of Clause 39 (Amendments and waivers);33.10.5
    
    the Agent shall not be liable for any damages, costs or losses whatsoever
(including, for negligence, gross negligence or any other category of liability
whatsoever but not including any claim based on the fraud of the Agent) arising as a
result of its taking, or failing to take, any actions pursuant to or in connection with
this Clause 33.10 (Disruption to Payment Systems etc.); and33.10.6
    
    the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause
33.10.4 above.
 34.
    
    SET-OFFA Finance Party may set off any matured obligation due from an Obligor under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place of payment,
booking branch or currency of either obligation. If the obligations are in different
currencies, the Finance Party may convert either obligation at a market rate of exchange in
its usual course of business for the purpose of the set-off.35.
    
    NOTICES35.1
    
    Communication in writingAny communication in connection with a Finance Document must be in writing and, unless
otherwise stated, may be given in person, by fax or letter.35.2
    
    Contact details
 35.2.1
    
    Except as provided in this Clause 35.2 (Contact details), the contact details of each
Party for all communications in connection with the Finance Documents are those
notified by that Party for this purpose to the Agent on or before the date it becomes a
Party.




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35.2.2
    
    Any Party may change its contact details by giving five Business Days notice to the
Facility Agent or (in the case of the Facility Agent) to the other Parties.35.2.3
    
    Where a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to specify that
department or officer.
 35.3
    
    Effectiveness
 35.3.1
    
    Except as provided in Clause 35.3.2 and Clause 35.3.3, any communication in
connection with a Finance Document will be deemed to be given as follows:
 (A)
    
    if delivered in person, at the time of delivery; and(B)
    
    if by fax , when received in legible form.
 35.3.2
    
    A communication given under Clause 35.4.1 but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next
working day in that place.35.3.3
    
    A communication to any Administrative Finance Party will only be effective on actual
receipt by it.
 35.4
    
    Obligors
 35.4.1
    
    All communications under the Finance Documents:
 (A)
    
    to or from any other Administrative Finance Party (in its
capacity as such) may be made directly to, or as the case may be, come
directly from, that Administrative Finance Party (provided that the relevant
communication is also copied to the Agent); and(B)
    
    to or from any other Finance Party must be sent through the
Agent.
 35.4.2
    
    All communications under the Finance Documents to or from an Obligor may be sent
through the Company.35.4.3
    
    Each Obligor (other than the Company) irrevocably appoints the Company to act as its
agent:
 (A)
    
    to give and receive all communications under the Finance
Documents;(B)
    
    to supply all information concerning itself to any Finance
Party; and(C)
    
    to sign all documents under or in connection with the Finance
Documents.
 35.4.4
    
    Any communication given to the Company in connection with a Finance Document will be
deemed to have been given also to the other Obligors.35.4.5
    
    The Finance Parties may assume that any communication made by the Company is made
with the consent of each other Obligor.
 35.5
    
    Electronic Communication
 35.5.1
    
    Any communication to be made between the Agent and a Lender under or in connection
with the Finance Documents may be made by electronic mail or other electronic means, if
the Agent and the relevant Lender:
 (A)
    
    agree that, unless and until notified to the contrary, this
is to be an accepted form of communication;(B)
    
    notify each other in writing of their electronic mail address
and/or any other information required to enable the sending and receipt of
information by that means; and




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(C)
    
    notify each other of any change to their address or any other
such information supplied by them.
 35.5.2
    
    Any electronic communication made between the Agent and a Lender will be effective
only when actually received in readable form and in the case of any electronic
communication made by a Lender to the Agent only if it is addressed in such a manner as
the Agent shall specify for this purpose.
 35.6
    
    English language
 35.6.1
    
    Any notice given in connection with a Finance Document must be in English.35.6.2
    
    Any other document provided in connection with a Finance Document must be:
 (A)
    
    in English; or(B)
    
    (unless the Agent otherwise agrees) accompanied by a
certified English translation. In this case, the English translation prevails
unless the document is a statutory or other official document.
 36.
    
    CALCULATIONS AND CERTIFICATES36.1
    
    AccountsIn any litigation or arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by a Finance Party are prima facie
evidence of the matters to which they relate.36.2
    
    Certificates and DeterminationsAny certification or determination by a Finance Party of a rate or amount under any Finance
Document is, in the absence of manifest error, conclusive evidence of the matters to which
it relates.36.3
    
    Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from day to
day and is calculated on the basis of the actual number of days elapsed and a year of (in
the case of dollars) 360 days, (in the case of sterling) 365 days or, in any case where the
practice in the London interbank market differs, in accordance with that market practice.37.
    
    PARTIAL INVALIDITYIf, at any time, any provision of the Finance Documents is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality,
validity or enforceability of the remaining provisions nor the legality, validity or
enforceability of such provision under the law of any other jurisdiction will in any way be
affected or impaired.38.
    
    REMEDIES AND WAIVERSNo failure to exercise, nor any delay in exercising, on the part of any Finance Party, any
right or remedy under the Finance Documents shall operate as a waiver, nor shall any single
or partial exercise of any right or remedy prevent any further or other exercise or the
exercise of any other right or remedy. The rights and remedies provided in this Agreement
are cumulative and not exclusive of any rights or remedies provided by law.




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39.
    
    AMENDMENTS AND WAIVERS39.1
    
    Required consents
 39.1.1
    
    Subject to Clause 39.2 (Exceptions) any term of the Finance Documents (other than the
Intercreditor Agreement) may be amended or waived only with the consent of the Majority
Lenders and the Obligors and any such amendment or waiver will be binding on all
Parties.39.1.2
    
    Any term of the Intercreditor Agreement may be amended or waived in accordance with
its terms.39.1.3
    
    The Agent may effect, on behalf of any Finance Party, any amendment or waiver
permitted by this Clause.39.1.4
    
    In addition, each Obligor hereby authorises the Company to effect, on its behalf, any
amendment or waiver permitted by this Clause 39 (Amendments and waivers). In any
event, each Party shall take such action as the Agent and/or the Security Trustee may
reasonably request in order to ensure that such amendment or waiver that is permitted
by this Clause 39 (Amendments and waivers) is promptly effected.
 39.2
    
    Exceptions
 39.2.1
    
    Any amendment or waiver that has the effect of changing or which relates to:
 (A)
    
    the definition of Majority Lendersin Clause 5.1
(Definitions);(B)
    
    an extension to the date of payment of any amount under the
Finance Documents;(C)
    
    a reduction in the Margin or a reduction in the amount of any
payment of principal, interest, fees or commission payable;(D)
    
    an increase in or an extension of any Commitment;(E)
    
    a change to the Borrowers or Guarantors other than in
accordance with Clause 29 (Changes to the Obligors);(F)
    
    any provision which expressly requires the consent of all the
Lenders;(G)
    
    Clause 6.2 (Finance Parties rights and obligations), Clause
28 (Changes to the Lenders) or this Clause 39 (Amendments and waivers); or(H)
    
    the release of any Security granted under any Security
Document save where such release is required pursuant to the terms of any
Finance Document or the release of any Borrower, Guarantor or Transaction
Party (in its capacity as such) that holds any assets that are the subject of
any Security granted under any Security Document;
 shall not be made without the prior consent of all the Lenders.
 39.2.2
    
    Any amendment or waiver which relates to the rights or obligations of any
Administrative Finance Party may not be effected without the consent of that Finance
Party.39.2.3
    
    Any term of any Fee Letter relating to the payment of fees to any Administrative
Finance Party for its own account may be amended or waived by the relevant
Administrative Finance Party without the prior consent of the Majority Lenders.




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##### 



40.
    
    CONFIDENTIALITY40.1
    
    Confidential InformationEach Finance Party agrees to keep all Confidential Information confidential and not to
disclose it to anyone, save to the extent permitted by Clause 40.2 (Disclosure of
Confidential Information) and Clause 40.3 (Disclosure to numbering service providers), and
to ensure that all Confidential Information is protected with security measures and a degree
of care that would apply to its own confidential information.40.2
    
    Disclosure of Confidential InformationAny Finance Party may disclose:
 40.2.1
    
    to any of its Affiliates and Related Funds and any of its or their officers,
directors, employees, professional advisers, auditors, partners and Representatives
such Confidential Information as that Finance Party shall consider appropriate if any
person to whom the Confidential Information is to be given pursuant to this Clause
40.2.1 is informed in writing of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except that there shall be
no such requirement to so inform if the recipient is subject to professional
obligations to maintain the confidentiality of the information or is otherwise bound by
requirements of confidentiality in relation to the Confidential Information;40.2.2
    
    to any person:
 (A)
    
    to (or through) whom it assigns or transfers (or may
potentially assign or transfer) all or any of its rights and/or obligations
under one or more Finance Documents and to any of that persons Affiliates,
Related Funds, Representatives and professional advisers;(B)
    
    with (or through) whom it enters into (or may potentially
enter into), whether directly or indirectly, any sub-participation in relation
to, or any other transaction under which payments are to be made or may be
made by reference to, one or more Finance Documents and/or one or more
Obligors and to any of that persons Affiliates, Related Funds,
Representatives and professional advisers;(C)
    
    appointed by any Finance Party or by a person to whom
paragraph (A) or paragraph (B) above applies to receive communications,
notices, information or documents delivered pursuant to the Finance Documents
on its behalf (including, without limitation, any person appointed under
Clause 30.14 (Relationship with the Lenders));(D)
    
    who invests in or otherwise finances (or may potentially
invest in or otherwise finance), directly or indirectly, any transaction
referred to in paragraph (A) or paragraph (B) above;(E)
    
    to whom information is required or requested to be disclosed
by any court of competent jurisdiction or any governmental, banking, taxation
or other regulatory authority or similar body, the rules of any relevant stock
exchange or pursuant to any applicable law or regulation;(F)
    
    to whom or for whose benefit that Finance Party charges,
assigns or otherwise creates Security (or may do so) pursuant to Clause 28.8
(Security over Lenders rights);




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##### 



(G)
    
    to whom information is required to be disclosed in connection
with, and for the purposes of, any litigation, arbitration, administrative or
other investigations, proceedings or disputes;(H)
    
    who is a Party; or(I)
    
    with the consent of the Company;
 in each case, such Confidential Information as that Finance Party shall consider
appropriate if:
 (1)
    
    in relation to paragraphs (A), (B) and (C)
above, the person to whom the Confidential Information is to be given
has entered into a Confidentiality Undertaking except that there shall
be no requirement for a Confidentiality Undertaking if the recipient
is a professional adviser and is subject to professional obligations
to maintain the confidentiality of the Confidential Information;(2)
    
    in relation to paragraph (D) above, the
person to whom the Confidential Information is to be given has entered
into a Confidentiality Undertaking or is otherwise bound by
requirements of confidentiality in relation to the Confidential
Information they receive and is informed that some or all of such
Confidential Information may be price-sensitive information;(3)
    
    in relation to paragraphs (E), (F) and (G)
above, the person to whom the Confidential Information is to be given
is informed of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except
that there shall be no requirement to so inform if, in the opinion of
that Finance Party, it is not practicable so to do in the
circumstances;
 40.2.3
    
    to any person appointed by that Finance Party or by a person to whom Clauses
40.2.2(A) or 40.2.2(B) above applies to provide administration or settlement services
in respect of one or more of the Finance Documents including without limitation, in
relation to the trading of participations in respect of the Finance Documents, such
Confidential Information as may be required to be disclosed to enable such service
provider to provide any of the services referred to in this Clause 40.2.3 if the
service provider to whom the Confidential Information is to be given has entered into a
confidentiality agreement substantially in the form of the LMA Master Confidentiality
Undertaking for Use With Administration/Settlement Service Providers or such other
form of confidentiality undertaking agreed between the Company and the relevant Finance
Party;40.2.4
    
    to any rating agency (including its professional advisers) such Confidential
Information as may be required to be disclosed to enable such rating agency to carry
out its normal rating activities in relation to the Finance Documents and/or the
Obligors if the rating agency to whom the Confidential Information is to be given is
informed of its confidential nature and that some or all of such Confidential
Information may be price-sensitive information.
 40.3
    
    Disclosure to numbering service providers
 40.3.1
    
    Any Finance Party may disclose to any national or international numbering service
provider appointed by that Finance Party to provide identification numbering services
in




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##### 



respect of this Agreement, the Facility and/or one or more Obligors the following
information:
 (A)
    
    names of Obligors;(B)
    
    country of domicile of Obligors;(C)
    
    place of incorporation of Obligors;(D)
    
    date of this Agreement;(E)
    
    the names of the Agent and the Mandated Lead Arranger;(F)
    
    date of each amendment and restatement of this Agreement;(G)
    
    amount of Aggregate Commitments;(H)
    
    currencies of the Facility;(I)
    
    type of Facility;(J)
    
    ranking of Facility;(K)
    
    Termination Date for Facility;(L)
    
    changes to any of the information previously supplied
pursuant to paragraphs (A) to (K) above; and(M)
    
    such other information agreed between such Finance Party and
the Company,
 to enable such numbering service provider to provide its usual syndicated loan
numbering identification services.40.3.2
    
    The Parties acknowledge and agree that each identification number assigned to this
Agreement, the Facility and/or one or more Obligors by a numbering service provider and
the information associated with each such number may be disclosed to users of its
services in accordance with the standard terms and conditions of that numbering service
provider.40.3.3
    
    Each Obligor represents that none of the information set out in Clauses 40.3.1(A) to
40.3.1(M) above is, nor will at any time be, unpublished price-sensitive information.40.3.4
    
    The Agent shall notify the Company and the other Finance Parties of:
 (A)
    
    the name of any numbering service provider appointed by the
Agent in respect of this Agreement, the Facility and/or one or more Obligors;
and(B)
    
    the number or, as the case may be, numbers assigned to this
Agreement, the Facility and/or one or more Obligors by such numbering service
provider.
 40.4
    
    Entire agreementThis Clause 40 (Confidentiality) constitutes the entire agreement between the Parties in
relation to the obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express or implied,
regarding Confidential Information.40.5
    
    Inside informationEach of the Finance Parties acknowledges that some or all of the Confidential Information is
or may be price-sensitive information and that the use of such information may be regulated
or prohibited by applicable legislation including securities law relating to insider dealing
and market abuse and each of the Finance Parties undertakes not to use any Confidential
Information for any unlawful purpose.




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##### 



40.6
    
    Notification of disclosureEach of the Finance Parties agrees (to the extent permitted by law and regulation) to inform
the Company:
 40.6.1
    
    of the circumstances of any disclosure of Confidential Information made pursuant to
Clause 40.2.2(E) (Disclosure of Confidential Information) except where such disclosure
is made to any of the persons referred to in that paragraph during the ordinary course
of its supervisory or regulatory function; and40.6.2
    
    upon becoming aware that Confidential Information has been disclosed in breach of
this Clause 40 (Confidentiality).
 40.7
    
    Continuing obligationsThe obligations in this Clause 40 (Confidentiality) are continuing and, in particular, shall
survive and remain binding on each Finance Party for a period of twelve months from the
earlier of:
 40.7.1
    
    the date on which all amounts payable by the Obligors under or in connection with
this Agreement have been paid in full and all Commitments have been cancelled or
otherwise cease to be available; and40.7.2
    
    the date on which such Finance Party otherwise ceases to be a Finance Party.
 41.
    
    COUNTERPARTSEach Finance Document may be executed (if such execution shall be valid under the laws of
the jurisdiction by which such Finance Document is expressed to be governed) in any number
of counterparts, and this has the same effect as if the signatures on the counterparts were
on a single copy of the Finance Document.




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##### 



GOVERNING LAW AND ENFORCEMENT
 42.
    
    GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or in connection with it)
are governed by English law.43.
    
    ENFORCEMENT43.1
    
    Jurisdiction
 43.1.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement or any non-contractual obligation arising out
of or in connection with this Agreement) (a Dispute").43.1.2
    
    The Parties agree that the courts of England are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.43.1.3
    
    This Clause 43.1 (Jurisdiction) is for the benefit of the Finance Parties only. As a
result, no Finance Party shall be prevented from taking proceedings relating to a
Dispute in any other courts with jurisdiction. To the extent allowed by law, the
Finance Parties may take concurrent proceedings in any number of jurisdictions.
 43.2
    
    Service of process
 43.2.1
    
    Without prejudice to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in England and Wales):
 (A)
    
    irrevocably appoints Endeavour Energy UK Limited as its agent
for service of process in relation to any proceedings before the English
courts in connection with any Finance Document; and(B)
    
    agrees that failure by a process agent to notify the relevant
Obligor of the process will not invalidate the proceedings concerned.
 43.2.2
    
    Each of the Obligors expressly agrees and consents to the provisions of this Clause
43 (Enforcement) and Endeavour Energy UK Limited hereby confirm its acceptance of such
appointment.
 43.3
    
    Waiver of immunityEach Obligor irrevocably and unconditionally:
 43.3.1
    
    agrees not to claim any immunity from proceedings brought by a Finance Party against
that Obligor in relation to a Finance Document and to ensure that no such claim is made
on its behalf;43.3.2
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and43.3.3
    
    waives all rights of immunity in respect of it or its assets.
 This Agreement has been entered into on the date stated at the beginning of this Agreement.




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##### 



SCHEDULE 1
 THE ORIGINAL OBLIGORS
 Part I
 THE ORIGINAL BORROWERS
 (A) Name of Original Borrowers
    
    (B)
    
    Registration number
    
    (C)
    
    Jurisdiction of(or equivalent, if any)
    
    
    
    incorporation(D)
    
    Endeavour International Holding B.V.
    
    (E)
    
    34229293
    
    (F)
    
    Netherlands(G)
    
    Endeavour Operating Corporation
    
    (H)
    
    3737839
    
    (I)
    
    Delaware, U.S.A(J)
    
    Endeavour Energy UK Limited
    
    (K)
    
    5030838
    
    (L)
    
    England and Wales(M)
    
    Endeavour North Sea Limited
    
    (N)
    
    03518803
    
    (O)
    
    England and Wales
 Part II
 THE ORIGINAL GUARANTORS
 (P)
    
    Name of Original Guarantors
    
    (Q)
    
    Registration number
    
    (R)
    
    Jurisdiction of(or equivalent, if any)
    
    
    
    incorporation(S)
    
    Endeavour International
Corporation
    
    (T)
    
    C897-2000
    
    (U)
    
    Nevada, U.S.A(V)
    
    Endeavour Operating
Corporation
    
    (W)
    
    3737839
    
    (X)
    
    Delaware, U.S.A(Y)
    
    Endeavour Energy New Ventures
Inc. (formerly, END Operating
Management Company)
    
    (Z)
    
    3900636
    
    (AA)
    
    Delaware, U.S.A(BB)
    
    END Management Company
    
    (CC)
    
    3900274
    
    (DD)
    
    Delaware, U.S.A(EE)
    
    Endeavour International
Holding B.V.
    
    (FF)
    
    34229293
    
    (GG)
    
    Netherlands(HH)
    
    Endeavour Energy UK Limited
    
    (II)
    
    5030838
    
    (JJ)
    
    England and
Wales(KK)
    
    Endeavour North Sea Limited
    
    (LL)
    
    03518803
    
    (MM)
    
    England and
Wales




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##### 



(P)
    
    Name of Original Guarantors
    
    (Q)
    
    Registration number
    
    (R)
    
    Jurisdiction of(or equivalent, if any)
    
    
    
    incorporation(NN)
    
    Endeavour Energy North Sea,
L.P.
    
    (OO)
    
    4591023
    
    (PP)
    
    Delaware, U.S.A(QQ)
    
    Endeavour Energy North Sea
LLC
    
    (RR)
    
    4621624
    
    (SS)
    
    Delaware, U.S.A(TT)
    
    Endeavour Energy Netherlands
B.V.
    
    (UU)
    
    34229296
    
    (VV)
    
    Netherlands




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##### 



SCHEDULE 2
 THE ORIGINAL LENDER
 (WW)
    
    Original Lender
    
    (XX)
    
    Commitment(YY)
    
    Bank of Scotland
Plc
    
    (ZZ)
    
    $25,000,000




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##### 



SCHEDULE 3
 CONDITIONS PRECEDENT
 Part I
 CPs to first Loan
 1.
    
    OBLIGORS AND TRANSACTION PARTIES1.1
    
    A copy of the constitutional documents of each Obligor.1.2
    
    A copy of a resolution of the respective board of directors of each Obligor (or a committee
of its board of directors) and of the respective general meeting of shareholders of each Dutch
Obligor:
 1.2.1
    
    approving the terms of, and the transactions contemplated by, such of the
Finance Documents that it is or will become party to;1.2.2
    
    authorising a specified person or persons to execute each such document on its
behalf; and1.2.3
    
    authorising a specified person or persons, on its behalf, to sign and/or
dispatch all other documents and notices to be signed and/or dispatched by it under or
in connection with any such document.
 1.3
    
    If applicable, a copy of a resolution of the board of directors of each relevant Obligor
establishing the committee referred to in paragraph 1.2 above.1.4
    
    For each Obligor, a specimen of the signature of each person authorised by the resolutions
referred to in paragraph 1.2 above.2.
    
    CERTIFICATES2.1
    
    A certificate of an authorised signatory of each Obligor certifying on behalf of that Obligor
that:
 2.1.1
    
    the borrowing or, as the case may be, the guaranteeing of the Aggregate
Commitments in full would not cause any borrowing, guaranteeing or similar limit
binding on it to be exceeded; and2.1.2
    
    each copy document specified in Paragraph 1 of Part I of Schedule 3 relating
to it is correct, complete and in full force and effect as at a date no earlier than
the Amendment Effective Date.
 2.2
    
    A certificate of a person who is both a director and an authorised signatory of each Obligor
confirming that no Default has occurred and is continuing.3.
    
    FINANCE AND OTHER DOCUMENTS3.1
    
    Originals of the following documents duly executed by all parties to them and in full force
and effect:
 3.1.1
    
    the Fee Letters;3.1.2
    
    an amendment and restatement agreement relating to the Intercreditor
Agreement;3.1.3
    
    any other side letter or ancillary document the form of which has been agreed
between the Company and the Mandated Lead Arranger on or before the date of this
Agreement.




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##### 



3.2
    
    Originals of the following Security Documents duly executed by all parties to them and in
full force and effect:English law
 3.2.1
    
    a debenture between Endeavour Energy UK Limited and the Security Trustee;3.2.2
    
    a debenture between Endeavour North Sea Limited and the Security Trustee;3.2.3
    
    a debenture (creating security over accounts and Hedging Agreements) between
Endeavour International Holding B.V. and the Security Trustee;3.2.4
    
    a charge over shares between Endeavour Energy North Sea, L.P. and the Security
Trustee over the shares held in Endeavour Energy UK Limited;3.2.5
    
    a charge over shares between Endeavour Energy UK Limited and the Security
Trustee over the shares held in Endeavour North Sea Limited;
 Dutch law
 3.2.6
    
    an agreement and deed of pledge of shares between Endeavour Operating Company
and the Security Trustee over the shares held in Endeavour International Holding B.V.;3.2.7
    
    an agreement and deed of pledge of shares between Endeavour International
Holding B.V. and the Security Trustee over the shares held in Endeavour Energy
Netherlands B.V.;
 New York law
 3.2.8
    
    a security agreement between the Original Guarantors and the Security Trustee;
 Texas law
 3.2.9
    
    a mortgage, deed of trust, assignment of products, security agreement, fixture
filing and financing statement between Endeavour Operating Corporation and the Security
Trustee.
 4.
    
    OTHER EVIDENCE AND DOCUMENTS4.1
    
    The Original Financial Statements for the Company and each other Obligor.4.2
    
    Evidence that all fees (including legal fees and fees due and payable under the Fee Letters)
due and payable have been or will be paid on the first Utilisation Date.4.3
    
    Confirmation from the Finance Parties that they have completed all know your customer
requirements to their satisfaction.4.4
    
    Evidence that all consents required under the First Lien Credit Agreement (and any related
finance documents) in order for this Agreement to be entered into, and for the transactions
contemplated hereunder to be completed, have been so obtained.4.5
    
    Confirmation from the Technical Bank that the Coverage Ratio on the Amendment Effective Date
exceeds 2:1.5.
    
    LEGAL OPINIONS5.1
    
    A legal opinion of Herbert Smith LLP.5.2
    
    A legal opinion of Stibbe N.V.5.3
    
    A legal opinion of Bracewell & Giuliani LLP.5.4
    
    A legal opinion of Rice, Silbey, Reuther & Sullivan.




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##### 



6.
    
    AUTHORISATIONS6.1
    
    Confirmation from the Obligors that all relevant authorisations necessary in connection with
the Transaction Documents have been obtained and are in full force and effect or will be in
full force and effect when required.




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##### 



SCHEDULE 3
 CONDITIONS PRECEDENT
 Part II
 Conditions precedent required to be delivered by an Additional Obligor
 1.
    
    An Accession Letter, duly executed by the Additional Obligor and the Company and duly
executed originals of any other documents (in form and substance satisfactory to the Agent) as
may be necessary to ensure that the Additional Obligors accedes, and becomes a party, to each
relevant Finance Document (accession documents).2.
    
    A copy of the constitutional documents of the Additional Obligor and any other person (an
Additional Transaction Party) entering into any Security Documents referred to in paragraph
12 below.3.
    
    A copy of a resolution of the respective board of directors (or equivalent) of (a) the
Additional Obligor and (b) any Additional Transaction Party, in each case:
 3.1
    
    approving the terms of, and the transactions contemplated by, each of the
documents it is or will become party to (the Relevant Documents);3.2
    
    authorising a specified person or persons to execute each such Relevant
Document on its behalf; and3.3
    
    authorising a specified person or persons, on its behalf, to sign and/or
despatch all other documents and notices (including, in relation to an Additional
Borrower, any Utilisation Request or a Selection Notice) to be signed and/or despatched
by it under or in connection with any such Relevant Document.
 4.
    
    A specimen of the signature of each person authorised by the resolution referred to in
paragraph 3 above.5.
    
    In the case of an Additional Guarantor, a copy of a resolution signed by all the holders of
the issued shares of the Additional Guarantor, approving the terms of, and the transactions
contemplated by, the Finance Documents to which the Additional Guarantor is, or will become, a
party.6.
    
    A certificate of the Additional Obligor (signed by a director or, if appropriate, an officer)
confirming that borrowing or guaranteeing, as appropriate, the Aggregate Commitments would not
cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.7.
    
    A certificate of an authorised signatory of:
 7.1
    
    the Additional Obligor; and7.2
    
    each Additional Transaction Party (if any)
 (in each case) certifying that each copy document listed in this Part II of Schedule 3
relating to it is correct, complete and in full force and effect as at a date no earlier
than the date of the Relevant Document(s) to which it is a party.8.
    
    A copy of any other Authorisation or other document, opinion or assurance which the Agent
considers to be necessary or desirable in connection with the entry into and performance of
the transactions contemplated by each Relevant Document or for the validity and enforceability
of any Relevant Document.9.
    
    If available, the latest audited financial statements of the Additional Obligor.




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##### 



10.
    
    Such legal opinions in relation to the Additional Obligor, any Additional Transaction Party
and/or the Relevant Documents as the Agent may reasonably require (together with any documents
that may be required for the delivery of such legal opinions).11.
    
    If the proposed Additional Obligor is incorporated in a jurisdiction other than England and
Wales, evidence that the process agent specified in Clause 43.2 (Service of process), if not
an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.12.
    
    Security Document(s) creating Security over (a) the entire issued share capital of the
Additional Obligor, (b) if required by the Majority Lenders, all of the assets of the
Additional Obligor, in the case of (a) and (b) duly executed by the relevant parties in form
and substance satisfactory to the Security Trustee together with:
 12.1
    
    (to the extent applicable) evidence that all approvals, filings, registrations,
recordings and other things necessary or desirable (including the carrying out of the
procedures specified in ss.155-8 of the Companies Act 1985 (if appropriate)) to ensure
the validity, effectiveness, priority and enforceability of each such Security Document
have been carried out;12.2
    
    copies of each of the notices required to be given under each such Security
Document together with other copies of acknowledgements from each person to whom notice
was given, in the form required by such document; and12.3
    
    (if required by the Agent) evidence that the Security Trustee or its nominee
has been entered in the register of members (or equivalent) of such proposed Additional
Obligor as sole shareholder of all its issued share capital.
 14.
    
    Evidence that all know your customer or similar identification procedures relating to the
proposed Additional Obligor or any Additional Transaction Party have been carried out and
completed.




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##### 



SCHEDULE 4
 REQUESTS
 Part I
 Utilisation Request
 From:
    
    [Borrower]
 To:
    
    [Agent]
   Junior Facility Agreement dated 22 January 2008 between, among others, Endeavour International
Corporation and Bank of Scotland plc (as amended and restated from time to time) (the
Agreement)
 1.
    
    We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement
have the same meaning in this Utilisation Request unless given a different meaning in this
Utilisation Request.2.
    
    We wish to borrow a Loan on the following terms:
 Proposed Utilisation Date:
    
    [     ] (or, if that is not a Business Day, the next Business
Day)Amount:
    
    [     ]Currency:
    
    [dollars/sterling]Interest Period:
    
    [     ]
 3.
    
    The purpose of the Loan is [     ].4.
    
    We confirm that each condition specified in Clause 8 (Conditions of Utilisation) of the
Agreement are or will be satisfied on the first Utilisation Date.5.
    
    [We confirm that the proceeds of the Loan will only be utilised for expenditure in relation
to the operations of the Obligors in the United States of America or in the United Kingdom, a
jurisdiction in which we operate.]16.
    
    The proceeds of this Loan should be credited to
[      ].7.
    
    This Utilisation Request is irrevocable.
 Yours faithfullyauthorised signatory for[name of relevant Borrower]
 SCHEDULE 4
 REQUESTS
 
 (i)1
    
    Consent of all Lenders needed if this confirmation is omitted.




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##### 



Part II
 Selection Notice
 From:
    
    [Borrower]
 To:
    
    [Agent]
   Junior Facility Agreement dated 22 January 2008 between, among others, Endeavour International
Corporation and Bank of Scotland plc (as amended and restated from time to time) (the
Agreement)
 1.
    
    We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have
the same meaning in this Selection Notice unless given a different meaning in this Selection
Notice.2.
    
    We refer to the following Loan[s] in [identify currency] with an Interest Period ending on
[          ]*.3.
    
    [We request that the above Loan[s] be divided into
[          ] Loans with the
following Amounts and Interest Periods:]**or[We request that the next Interest Period for the above Loan[s] is
[          ]].***4.
    
    We request that the above Loan[s] [is]/[are] [denominated in the same currency for the next
Interest Period]/[denominated in the following currency: [dollar][sterling]. As this results
in a change of currency, we confirm that each condition specified in Clause 4.2 (Further
conditions precedent) is satisfied on the date of this Selection Notice. The proceeds of any
change in currency shall be credited to [account].]5.
    
    This Selection Notice is irrevocable.
 Yours faithfullyauthorised signatory for[name of relevant Borrower]




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##### 



SCHEDULE 5
 MANDATORY COST FORMULAE
 1.
    
    The Mandatory Cost is an addition to the interest rate to compensate lenders for the cost of
compliance with (a) the requirements of the Bank of England and/or the Financial Services
Authority (or, in either case, any other authority which replaces all or any of its functions)
or (b) the requirements of the European Central Bank.2.
    
    On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall
calculate, as a percentage rate, a rate (the Additional Cost Rate) for each Lender, in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the
Agent as a weighted average of the Lenders Additional Cost Rates (weighted in proportion to
the percentage participation of each Lender in the relevant Loan) and will be expressed as a
percentage rate per annum.3.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in a Participating
Member State will be the percentage notified by that Lender to the Agent. This percentage
will be certified by that Lender in its notice to the Agent to be its reasonable determination
of the cost (expressed as a percentage of that Lenders participation in all Loans made from
that Facility Office) of complying with the minimum reserve requirements of the European
Central Bank in respect of loans made from that Facility Office.4.
    
    The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom
will be calculated by the Agent as follows:4.1
    
    in relation to a sterling Loan:
 AB + C (B-D) + E x 0.01
    
    per cent. per annum100-(A+C)
 4.2
    
    in relation to a Loan in any currency other than sterling:
 E x 0.01
    
    per cent. per annum300
 Where:
 A
    
    is the percentage of Eligible Liabilities (assuming these to be in excess of
any stated minimum) which that Lender is from time to time required to maintain as an
interest free cash ratio deposit with the Bank of England to comply with cash ratio
requirements.B
    
    is the percentage rate of interest (excluding the Margin and the Mandatory Cost
and, if the Loan is an Unpaid Sum, the additional rate of interest specified in Clause
13.3.1 (Default interest)) payable for the relevant Interest Period on the Loan.C
    
    is the percentage (if any) of Eligible Liabilities which that Lender is
required from time to time to maintain as interest bearing Special Deposits with the
Bank of England.D
    
    is the percentage rate per annum payable by the Bank of England to the Agent on
interest bearing Special Deposits.E
    
    is designed to compensate Lenders for amounts payable under the Fees Rules and
is calculated by the Agent as being the average of the most recent rates of charge
supplied by the Reference Banks to the Agent pursuant to paragraph 7 below and
expressed in pounds per £1,000,000.
 5.
    
    For the purposes of this Schedule:




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##### 



5.1
    
    Eligible Liabilitiesand Special Depositshave the meanings given to them from time to
time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank
of England;5.2
    
    Fees Rulesmeans the rules on periodic fees contained in the Financial Services Authority
Fees Manual or such other law or regulation as may be in force from time to time in respect of
the payment of fees for the acceptance of deposits;5.3
    
    Fee Tariffsmeans the fee tariffs specified in the Fees Rules under the activity group A.1
Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees
Rules but taking into account any applicable discount rate); and5.4
    
    Tariff Basehas the meaning given to it in, and will be calculated in accordance with, the
Fees Rules.6.
    
    In application of the above formulae, A, B, C and D will be included in the formulae as
percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A
negative result obtained by subtracting D from B shall be taken as zero. The resulting
figures shall be rounded to four decimal places.7.
    
    If requested by the Agent, each Reference Bank shall, as soon as practicable after
publication by the Financial Services Authority, supply to the Agent, the rate of charge
payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules
in respect of the relevant financial year of the Financial Services Authority (calculated for
this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that
Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff
Base of that Reference Bank.8.
    
    Each Lender shall supply any information required by the Agent for the purpose of calculating
its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the
following information on or prior to the date on which it becomes a Lender:8.1
    
    the jurisdiction of its Facility Office; and8.2
    
    any other information that the Agent may reasonably require for such purpose.9.
    
    Each Lender shall promptly notify the Agent of any change to the information provided by it
pursuant to this paragraph.10.
    
    The percentages of each Lender for the purpose of A and C above and the rates of charge of
each Reference Bank for the purpose of E above shall be determined by the Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that,
unless a Lender notifies the Agent to the contrary, each Lenders obligations in relation to
cash ratio deposits and Special Deposits are the same as those of a typical bank from its
jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility
Office.11.
    
    The Agent shall have no liability to any person if such determination results in an
Additional Cost Rate which over or under compensates any Lender and shall be entitled to
assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3,
7 and 8 above is true and correct in all respects.12.
    
    The Agent shall distribute the additional amounts received as a result of the Mandatory Cost
to the Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8
above.13.
    
    Any determination by the Agent pursuant to this Schedule in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the
absence of manifest error, be conclusive and binding on all Parties.




---



##### 



14.
    
    The Agent may from time to time, after consultation with the Company and the Lenders,
determine and notify to all Parties any amendments which are required to be made to this
Schedule in order to comply with any change in law, regulation or any requirements from time
to time imposed by the Bank of England, the Financial Services Authority or the European
Central Bank (or, in any case, any other authority which replaces all or any of its functions)
and any such determination shall, in the absence of manifest error, be conclusive and binding
on all Parties.




---



##### 



SCHEDULE 6
 FORM
OF TRANSFER CERTIFICATE 2
 To:
    
    [     ] as Agent
 From:
    
    [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)
  Junior Facility Agreement dated 22 January 2009 between, among others, Endeavour International
Corporation and Bank of Scotland (as amended and restated from time to time) (the Agreement)
 1.
    
    We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement
have the same meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.2.
    
    We refer to Clause 28.5 (Procedure for transfer):
 2.1
    
    The Existing Lender and the New Lender agree to the Existing Lender
transferring to the New Lender by novation all or part of the Existing Lenders
Commitment, rights and obligations referred to in the Schedule in accordance with
Clause 28.5 (Procedure for transfer).2.2
    
    The proposed Transfer Date is [     ].2.3
    
    The Facility Office and address, fax number and attention details for notices
of the New Lender for the purposes of Clause 31.2 (Contact details) are set out in the
Schedule.
 3.
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in Clause 28.4 (Limitation of responsibility of Existing Lenders).4.
    
    The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:
 4.1
    
    [a Qualifying Lender falling within paragraph (A)(1) [or paragraph (B)] of the
definition of Qualifying Lender;]4.2
    
    [a Treaty Lender;]4.3
    
    [not a Qualifying
Lender].3
 5.
    
    [The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:
 5.1
    
    a company resident in the United Kingdom for United Kingdom tax purposes;5.2
    
    a partnership each member of which is:
 (A)
    
    a company so resident in the United Kingdom; or(B)
    
    a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which
brings into account in computing its chargeable profits (within the meaning of
section 19 of the CTA) the whole of any share of interest payable in respect of
that advance that falls to it by reason of Part 17 of the CTA; or
 
 (ii)2
    
    Please seek advice from Dutch counsel for
transfer below Euro 50,000.(iii)3
    
    Delete as applicable  each New Lender is
required to confirm which of these three categories it falls within.




---



##### 



4.3
    
    a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account interest
payable in respect of that advance in computing the chargeable profits (within the
meaning of section 19 of the CTA) of that
company.]4
 [4/5].
    
    This Transfer Certificate may be executed in any number of
counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Transfer
Certificate.[5/6].
    
    This Transfer Certificate [and any non-contractual obligations
arising out of or in connection with it] [is/are] governed by
English law.[6/7].
    
    This Transfer Certificate has been entered into on the date stated
at the beginning of this Transfer Certificate.
 
 (iv)4
    
    Include if New Lender comes within
Clause 5.1 (Definitions) of the definition of Qualifying Lender.




---



##### 



THE SCHEDULE
 Commitment/rights and obligations to be transferred
 insert relevant details  Facility Office address, fax number and attention details for notices and account details for payments
 (A) [Existing Lender]
    
    (B) [New Lender](C) By:
    
    (D) By:




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##### 



SCHEDULE 7
 FORM OF ASSIGNMENT AGREEMENT
 To:
    
    [     ] as Agent and [     ] as Company, for and on behalf of each Obligor
 From:
    
    [the Existing Lender] (the Existing Lender") and [the New Lender] (the New Lender")
  Junior Facility Agreement dated 22 January 2008 between, among others, Endeavour International
Corporation and Bank of Scotland (as amended and restated from time to time) (the Agreement)
 1.
    
    We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement
have the same meaning in this Assignment Agreement unless given a different meaning in this
Assignment Agreement.2.
    
    We refer to Clause 28.6 (Procedure for assignment):
 2.1
    
    The Existing Lender assigns absolutely to the New Lender all the rights of the
Existing Lender under the Agreement and the other Finance Documents which relate to
that portion of the Existing Lenders Commitments and participations in Loans under the
Agreement as specified in the Schedule.2.2
    
    The Existing Lender is released from all the obligations of the Existing Lender
which correspond to that portion of the Existing Lenders Commitments and
participations in Loans under the Agreement specified in the Schedule.2.3
    
    The New Lender becomes a Party as a Lender and is bound by obligations
equivalent to those from which the Existing Lender is released under paragraph 2.2
above.5
 3.
    
    The proposed Transfer Date is [     ].4.
    
    On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.5.
    
    The Facility Office and address, fax number and attention details for notices of the New
Lender for the purposes of Clause 31.2 (Contact details) are set out in the Schedule.6.
    
    The New Lender expressly acknowledges the limitations on the Existing Lenders obligations
set out in Clause 28.4 (Limitation of responsibility of Existing Lenders).7.
    
    The New Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:
 7.1
    
    [a Qualifying Lender falling within paragraph (A)(1) [or paragraph (B)] of the
definition of Qualifying Lender;]7.2
    
    [a Treaty Lender;]7.3
    
    [not a Qualifying
Lender].6
 8.
    
    [The New Lender confirms that the person beneficially entitled to interest payable to that
Lender in respect of an advance under a Finance Document is either:
 
 (v)
    
    5 If the Assignment Agreement is used in
place of a Transfer Certificate in order to avoid a novation of
rights/obligations for reasons relevant to a civil jurisdiction, local law
advice should be sought to check the suitability of the Assignment Agreement
due to the assumption of obligations contained in paragraph 2.3. This issue
should be addressed at primary documentation stage.(vi)
    
    6 Delete as applicable  each New Lender is
required to confirm which of these three categories it falls within.




---



##### 



8.1
    
    a company resident in the United Kingdom for United Kingdom tax purposes; or8.2
    
    a partnership each member of which is:
 8.2.1
    
    a company so resident in the United Kingdom; or8.2.2
    
    a company not so resident in the United Kingdom which carries
on a trade in the United Kingdom through a permanent establishment and which
brings into account in computing its chargeable profits (within the meaning of
section 19 of the CTA) the whole of any share of interest payable in respect of
that advance that falls to it by reason of Part 17 of the CTA; or
 8.3
    
    a company not so resident in the United Kingdom which carries on a trade in the
United Kingdom through a permanent establishment and which brings into account interest
payable in respect of that advance in computing the chargeable profits (within the
meaning of section 19 of the CTA) of that
company.]7
 [8/9].
    
    This Assignment Agreement acts as notice to the Agent (on behalf
of each Finance Party) and, upon delivery in accordance with
Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement
to Company), to the Company (on behalf of each Obligor) of the
assignment referred to in this Assignment Agreement.[9/10].
    
    This Assignment Agreement may be executed in any number of
counterparts and this has the same effect as if the signatures on
the counterparts were on a single copy of this Assignment
Agreement.[10/11].
    
    This Assignment Agreement [and any non-contractual obligations arising out of or in
connection with it] [is/are] governed by English law.[11/12].
    
    This Assignment Agreement has been entered into on the date stated at the beginning of this
Assignment Agreement.
 
 (vii)
    
    7 Include only if New Lender is a UK
Non-Bank Lender  i.e. falls within Clause 17.1.1(A)(2) (Definitions) of the
definition of Qualifying Lender.




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##### 



THE SCHEDULE
 Rights to be assigned and obligations to be released and undertaken
 insert relevant details
 Facility
office address, fax number and attention details for notices and account details for
payments
 (E) [Existing Lender]
    
    (F) [New Lender](G) By:
    
    (H) By:




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##### 



SCHEDULE 8
 FORM OF ACCESSION LETTER
 To:
    
    [Agent] and [Security Trustee]
 From:
    
    [Subsidiary] and [Company]
   Junior Facility Agreement dated 22 January 2008 between, among others, Endeavour International
Corporation and Bank of Scotland plc (as amended and restated from time to time) (the Agreement)
 1.
    
    We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have
the same meaning in this Accession Letter unless given a different meaning in this Accession
Letter.2.
    
    [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by (i) the
terms of the Agreement and the Intercreditor Agreement as an Obligor and (ii) the terms of the
other Finance Documents as an Additional [Borrower]/[Guarantor] pursuant to [Clause 29.2
(Additional Borrowers)] [Clause 29.3 (Additional Guarantors)] of the Agreement. [Subsidiary]
is a company duly incorporated under the laws of [name of relevant jurisdiction].4.
    
    [Subsidiarys] administrative details are as follows:Address:Fax No:Attention:5.
    
    This Accession Letter and any non-contractual obligation arising out of or in connection with
it are governed by English law.




---



##### 



8
 Yours faithfully,authorised signatory for
    
    authorised signatory for[name of relevant Subsidiary]
    
    [Company]
  Agent
  Security Trustee
  
 (viii)8
    
    If to be entered by way of deed,
execution blocks must be amended appropriately.




---



##### 



SCHEDULE 9
 CORPORATE ORGANISATION CHART
 
 0.1% GP
99.9% LP
Endeavour International Corporation
(Nevada Corporation)
Endeavour Operating Corporation
(Delaware Corporation)
END Management Company
(Delaware Corporation)
Endeavour International Holding B.V.
(Netherlands Corporation)
Endeavour Energy New Ventures I, Ltd.
(Bermuda Corporation)
Endeavour Energy New Ventures Inc.
(Delaware Corporation)
Endeavour Energy Netherlands B.V. (Netherlands Corporation)
Endeavour Energy Luxembourg S.a.r.l.
(Luxembourg Corporation)
Endeavour Energy North Sea LLC
(Delaware LLC)
Endeavour Energy UK Limited
(England and Wales Corporation)
Endeavour North Sea Limited
(England and Wales Corporation)
Endeavour Energy North Sea L.P. (DE)




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##### 



SCHEDULE 3
 FORM OF RESTATED INTERCREDITOR AGREEMENT
 SCHEDULE 3
FORM OF RESTATED INTERCREDITOR AGREEMENT
 31 OCTOBER 2006
 ENDEAVOUR INTERNATIONAL CORPORATION
 THE OBLIGORS
 THE FIRST LIEN LENDERS
  THE SECOND LIEN LENDERS
  THE HEDGING BANKS
  BANK OF SCOTLAND PLC
   BNP PARIBAS
  
 INTERCREDITOR AGREEMENT




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##### 



TABLE OF CONTENTS
 1. DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS
    
    
    12. RANKING
    
    
    83. UNDERTAKINGS
    
    
    84. PERMITTED PAYMENTS
    
    
    95. EQUALISATION
    
    
    106. ENFORCEMENT
    
    
    127. CASCADE
    
    
    148. MODIFICATIONS
    
    
    169. HEDGING UNDERTAKINGS
    
    
    1810. INFORMATION SHARING
    
    
    1911. SUBROGATION
    
    
    2012. PROTECTION OF SUBORDINATION
    
    
    2113. CHANGES TO THE PARTIES
    
    
    2214. GENERAL
    
    
    2415. SECOND
LIEN BUY-OUT
    
    
    2416. SECOND
LIEN BUY-OUT OF HEDGES
    
    
    2617. FIRST
LIEN BUY-OUT
    
    
    2718. THE SECURITY TRUSTEE
    
    
    2819. NOTICES
    
    
    3720. GOVERNING LAW
    
    
    3921. ENFORCEMENT
    
    
    39SCHEDULE 1
 PARTIES
    
    
    40SCHEDULE 2
 FORM OF ACCESSION INSTRUMENT
    
    
    42
 THIS AGREEMENT
 (4)
    
    ENDEAVOUR INTERNATIONAL CORPORATION(the Company);(5)
    
    THE AFFILIATES OF THE COMPANYlisted in Part I (Obligors) of Schedule 1 (Parties) (as initial
Obligors);(6)
    
    THE BANKS AND FINANCIAL INSTITUTIONSlisted in Part II (First Lien Lenders) of Schedule 1
(Parties)(as initial First Lien Lenders);(7)
    
    THE BANKS AND FINANCIAL INSTITUTIONSlisted in Part III (Second Lien Lenders) of Schedule 1
(Parties) (as initial Second Lien Lenders);(8)
    
    THE BANKS AND FINANCIAL INSTITUTIONSlisted in Part IV (Hedging Banks) of Schedule 1
(Parties) (as initial Hedging Banks);(6)
    
    BANK OF SCOTLAND PLC(as Second Lien Agent); and




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##### 



(7)
    
    BNP PARIBAS(as First Lien Agent and Security Trustee)
 IT IS AGREED
 44.
    
    DEFINITIONS, CONSTRUCTION AND THIRD PARTY RIGHTS44.1
    
    DefinitionsIn this Agreement:Accession Instrument means:
 (a)
    
    in relation to any person acceding, and becoming a party, to this Agreement as
an Obligor:
 (i)
    
    at any time before the First Lien Discharge Date, an
Accession Letter (as defined in the First Lien Credit Agreement); and(ii)
    
    at any time before the Second Lien Discharge Date, an
Accession Letter (as defined in the Second Lien Credit Agreement);
 (b)
    
    in relation to any person acceding, and becoming a party, to this Agreement as
a First Lien Lender, a Transfer Certificate (as defined in the First Lien Credit
Agreement);(c)
    
    in relation to any person acceding, and becoming a party, to this Agreement as
a Second Lien Lender, a Transfer Certificate (as defined in the Second Lien Credit
Agreement); and(d)
    
    in relation to any other person, a deed of accession in the form set out in
Schedule 2 (Form of Accession Instrument) (as the same may be amended with the approval
of the Security Trustee).
 Amendment Agreementmeans the amendment and restatement agreement dated February 2010
between, among others, the Company, Bank of Scotland plc and the BNP Paribas pursuant to
which the Second Lien Credit Agreement has been amended and restated.Debt means any present or future sum, liability and obligation whatsoever (actual or
contingent) payable, owing due or incurred by any Obligor to any Secured Creditor, together
with:
 (a)
    
    any refinancing, novation, refunding, deferral or extension of that sum,
liability or obligation;(b)
    
    any further advance which may be made under any agreement supplemental to the
relevant documents relating to that sum, liability or obligation (together with all
related interest, fees and costs);(c)
    
    any claim for damages or restitution in the event of rescission of that sum,
liability or obligation or otherwise;(d)
    
    any claim flowing from any recovery by a payment or discharge in respect of
that sum, liability or obligation on the grounds of preference or otherwise; and




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##### 



(e)
    
    any sum, liability or obligation (such as post-insolvency interest) which would
be included in any of the above but for any discharge, non-provability,
unenforceability or non-allowability of the same in any insolvency or other
proceedings.
 Enforcement Trigger Date means the earlier of the First Lien Enforcement Date and the
Second Lien Enforcement Date.Finance Documents means:
 (a)
    
    the First Lien Documents;(b)
    
    the Secured Hedging Agreements;(c)
    
    the Second Lien Documents;(d)
    
    this Agreement;(e)
    
    any Accession Instrument; and(f)
    
    any other document that is designated as such by the Security Trustee and the
Company.
 First Lien Agent
 First Lien Credit Agreement
 First Lien Debt
 First Lien Discharge Date
 First Lien Documents
 First Lien Enforcement Date Acceleration
 First Lien Lender




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##### 



(a)
    
    (as at the date of the Amendment Agreement) the banks and financial
institutions named in Part II (First Lien Lenders) of Schedule 1 (Parties); and(b)
    
    each other person that accedes, and becomes a party, to this Agreement as a
First Lien Lender in accordance with this Agreement,
  Fronting Bank
 Hedging Agreement
 Hedging Bank
 (a)
    
    any First Lien Lender; and(b)
    
    any Affiliate of any First Lien Lender that executes or accedes to , and
becomes a party to, this Agreement as a Hedging Bank in accordance with Clause 56.5
(Accession of Hedging Banks) (provided that such Affiliate shall cease to be a Hedging
Bank when that First Lien Lender ceases to be a First Lien Lender or, if earlier, when
the relevant Affiliate ceases to be an Affiliate of the relevant First Lien Lender).
 Hedging Costs
 Hedging Debt
 Hedging Receipts
 Hedging Termination Payment
 Instructing Group
 (a)
    
    the Majority First Lien Lenders; or(b)
    
    on and from the First Lien Discharge Date, the Majority Second Lien Lenders; or(c)
    
    if the Second Lien Enforcement Date has occurred before the First Lien
Discharge Date and either:
 (i)
    
    the Majority First Lien Lenders have specifically instructed
the Security Trustee not to (1) enforce the Security constituted by the
Security Documents or (2) take




---



##### 



any action (including any such action described in Clause 49.1 (No
independent action)) in connection with the recovery of the Debt; or
 (ii)
    
    (1) the Second Lien Lenders are entitled under Clause 49.4
(Action by Second Lien Lenders) to take any of the actions that are otherwise
prohibited by Clause 49.3 (Further restrictions  Second Lien Debt), (2) the
Second Lien Agent has issued a Junior Pre-enforcement Notice to the First Lien
Agent no earlier than ten Business Days before the expiry of the Relevant
Standstill Period and (3) the Majority First Lien Lenders have not given any
instructions to the Security Trustee on or before the tenth Business Days
after the date of issue of that Junior Pre-enforcement Notice,
  ISDA (1992)
 Junior Pre-enforcement Notice
 Letter of Credit
 Majority Second Lien Lenders
 Majority First Lien Lenders
 (a)
    
    at any time when there are no Hedging Termination Payments outstanding, the
Majority Lenders as defined in the First Lien Credit Agreement; and
 (b)
    
    at any time when there are Hedging Termination Payments outstanding:
 (i)
    
    until the Aggregate Commitments have been reduced to zero, a
Lender or Lenders whose Commitments and the Hedge Termination Payments due to
it or them or their Affiliates aggregate more than 66.67% of the sum of the
Aggregate Commitments and such outstanding Hedge Termination Payments (or, if
the Aggregate Commitments have been reduced to zero and there are no
Utilisations then outstanding, aggregated more than 66.67% of the Aggregate
Commitments immediately prior to the reduction); or(ii)
    
    at any other time, a Lender or Lenders the sum of whose
participations in the Utilisations then outstanding and whose Hedge
Termination Payments (or those of their Affiliates) receivable aggregate more
than 66.67% of all the Utilisations and such Hedge Termination Payments then
outstanding,
 where, for the purpose of this paragraph (b) each of the terms Lender,
Commitments, Aggregate Commitments and Utilisations has the meaning given in
the First Lien Credit Agreement.




---



##### 



Master Agreement
 (a)
    
    the ISDA (1992) and related schedule and confirmations; or(b)
    
    any other agreement which is in form and substance satisfactory to the First
Lien Agent.
 Obligor Obligors Parties
 Party
 Prepayment
 Relevant Group
 (a)
    
    at all times before the First Lien Discharge Date and the Second Lien Discharge
Date, the Majority First Lien Lenders and the Majority Second Lien Lenders (acting
together);(b)
    
    if the First Lien Discharge Date has occurred, the Majority Second Lien
Lenders; or(c)
    
    if the Second Lien Discharge Date has occurred, the Majority First Lien
Lenders.
 Relevant Standstill Period Action by
Second Lien Lenders
 Report
 Secured Creditor
 (a)
    
    the Security Trustee;(b)
    
    the First Lien Lenders;(c)
    
    the Hedging Banks; and(d)
    
    the Second Lien Lenders.
 Secured Hedging Agreement
 Security Document
 (a)
    
    each document entered into pursuant to which Security over the share capital of
any Obligor is granted to the Secured Creditors or, as the case may be, the Security
Trustee (in its capacity as such);(b)
    
    each document entered into pursuant to which Security is granted by any Obligor
over that Obligors assets to the Secured Creditors or, as the case may be, the
Security Trustee (in its capacity as such);




---



##### 



(c)
    
    each other document evidencing or creating any Security in favour of the
Secured Creditors (or, as the case may be, the Security Trustee (in its capacity as
such)) for, or in respect of, the liabilities and obligations of any Debt; and(d)
    
    each other document designated as such by the Security Trustee and the Company.
 Security Trustee
 Second Lien Agent
 Second Lien Credit Agreement
 Second Lien Debt
 Second Lien Discharge Date
 Second Lien Documents
 Second Lien Enforcement Date Acceleration
 Second Lien Lender
 (a)
    
    (as at the date of the Amendment Agreement) each of the banks and financial
institutions named in Part III (Second Lien Lenders) of Schedule 1 (Parties); and(b)
    
    each other person that accedes, and becomes a party, to this Agreement as a
Second Lien Lender in accordance with this Agreement,
  44.2
    
    Construction
 44.2.1
    
    Unless otherwise defined herein or unless the contrary is expressly specified herein:
 (A)
    
    before the First Lien Discharge Date, terms defined in the
First Lien Credit Agreement have the same meaning when used in this Agreement;
and




---



##### 



(B)
    
    on or after the First Lien Discharge Date, terms defined in
the Second Lien Credit Agreement have the same meaning when used in this
Agreement.
 44.2.2
    
    Unless a contrary indication appears, any reference in this Agreement to:
 (A)
    
    any Secured Creditor or any Obligor shall be construed so as
to include its successors in title, permitted assigns and permitted
transferees;(B)
    
    assetsincludes present and future properties, revenues and
rights of every description;(C)
    
    a Finance Documentor any other agreement or instrument is
a reference to that Finance Document or other agreement or instrument as
modified (however fundamental and whether or not more onerously) and includes
any change in the purpose of, any extension of or increase in any facility or
addition of any new facility under that Finance Document or other agreement or
instrument and only if the modification has not been made in contravention of
this Agreement;(D)
    
    indebtednessincludes any obligation (whether incurred as
principal or as surety) for the payment or repayment of money, whether present
or future, actual or contingent;(E)
    
    a personincludes any individual, firm, company,
corporation, government, state or agency of a state or any association, trust,
joint venture, consortium or partnership (whether or not having separate legal
personality) or two or more of the foregoing;(F)
    
    a regulationincludes any regulation, rule, official
directive, request or guideline (whether or not having the force of law but,
if not having the force of law, being of a kind that is normally complied with
by those to whom it is addressed) of any governmental, intergovernmental or
supranational body, agency, department or regulatory, self-regulatory or other
authority or organisation;(G)
    
    a modificationincludes an amendment, supplement, novation,
re-enactment, restatement, variation, modification or waiver or the giving of
any waiver, release or consent having the same commercial effect of any of the
forgoing (and modifyshall be construed accordingly);(H)
    
    a provision of law is a reference to that provision as
amended or re-enacted;(I)
    
    a time of day is a reference to London time;(J)
    
    any matter includingspecific instances or examples of such
matter shall be construed without limitation to the generality of that matter
(and references to includeshall be construed accordingly);(K)
    
    the winding-up", dissolutionsor administrationof a
person shall be construed so as to include any equivalent or analogous
proceedings under the law of the jurisdiction in which such person is
incorporated or established, or any jurisdiction in which such person carries
on business including the seeking of liquidation, winding-up, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors.
 44.2.3
    
    Clause and Schedule headings are for ease of reference only.




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44.3
    
    Third party rights
 44.3.1
    
    Unless expressly provided to the contrary in a Finance Document, a person who is not
a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce
or to enjoy the benefit of any term of this Agreement.44.3.2
    
    Notwithstanding any term of any Finance Document, the consent of any person who is
not a Party is not required to rescind or vary this Agreement at any time.
 44.4
    
    IncorporationWithout prejudice to the application of any other provisions of the First Lien Credit
Agreement to this Agreement (by reason of this Agreement being a Finance Document for the
purposes of the First Lien Credit Agreement), clauses 16.1 (Currency indemnity), 18 (Costs
and expenses), 33 (Calculations and certificates), 34 (Partial invalidity), 35 (Remedies and
waivers), and 37 (Counterparts) of the First Lien Credit Agreement shall apply to this
Agreement, mutatis mutandis, as if the same had been set out in full herein with references
in each clauses to any Finance Party being construed as references to any Secured
Creditor for the purposes of this Agreement.45.
    
    RANKING45.1
    
    Priority of SecuritySubject to the terms of this Agreement, the Security granted pursuant to the Security
Documents shall secure:
 45.1.1
    
    all the First Lien Debt and Hedging Debt in priority to the Second Lien Debt; and45.1.2
    
    all the Second Lien Debt.
 45.2
    
    Application of rankingThe ranking in Clause 45.1 (Priority of Security) shall apply regardless of:
 45.2.1
    
    the order of registration, delivery of, notice or execution of any document
(including any Security Document);45.2.2
    
    the date upon which a Debt arises;45.2.3
    
    whether a Secured Creditor is obliged to advance moneys included in any Debt; or45.2.4
    
    any fluctuations in the outstanding amount of, or any intermediate discharge of, any
Debt in whole or in part.
 46.
    
    UNDERTAKINGS46.1
    
    ObligorsEach of the Obligors undertakes to the Secured Creditors that it will not without the prior
consent of the Instructing Group:
 46.1.1
    
    pay, repay, reduce, redeem, purchase, acquire or otherwise discharge, any of the Debt
in cash or kind except as permitted by Clause 47 (Permitted payments);46.1.2
    
    discharge any of the Debt by set-off, any right of combination of accounts or
otherwise except as permitted by Clause 47 (Permitted payments);46.1.3
    
    create, or permit to subsist, any Security over any of its assets for any of the Debt
except under the Security Documents;




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46.1.4
    
    give, or permit any person to give, any guarantee, indemnity or other assurance
against financial loss in respect of any of the Debt save for any Security or guarantee
constituted by any Security Document and the guarantees given under the First Lien
Credit Agreement and the Second Lien Credit Agreement;46.1.5
    
    permit any Debt to be evidenced by any negotiable instrument unless a memorandum of
this Agreement is endorsed on such instrument; or46.1.6
    
    take or omit to take any action whereby the priority contemplated by this Agreement
may be impaired.
 46.2
    
    Secured CreditorsEach Secured Creditor undertakes to the other Secured Creditors that it will not without the
prior consent of the Instructing Group:
 46.2.1
    
    demand or receive any payment, repayment, reduction or redemption of, or otherwise
permit the discharge of, any of the Debt in cash or in kind from an Obligor or any
other source except in each case:
 (A)
    
    to the extent permitted or required under this Agreement; and(B)
    
    for any proceeds received and applied in the order permitted
by Clause 7 (Cascade);
 46.2.2
    
    discharge any Debt by set-off, any right of combination of accounts or otherwise
except as permitted by Clause 47 (Permitted payments);46.2.3
    
    permit to subsist, or receive the benefit of, any Security for any of the Debt except
under the Security Documents;46.2.4
    
    permit to subsist, or receive the benefit of, any guarantee, indemnity or other
assurance against financial loss in respect of any of the Debt save for any Security or
guarantee constituted by any Security Document and the guarantees given under the First
Lien Credit Agreement and the Second Lien Credit Agreement;46.2.5
    
    permit any Debt to be evidenced by any negotiable instrument unless a memorandum of
this Agreement is endorsed on such instrument; or46.2.6
    
    take or omit to take any action whereby the priority contemplated by this Agreement
may be impaired.
 46.3
    
    Prepayment under the Second Lien Credit AgreementWithout prejudice to the rights of all or any of the Second Lien Lenders to accelerate, in
accordance with this Agreement, the facility provided for under the Second Lien Credit
Agreement following the occurrence of any Event of Default (as defined in the Second Lien
Credit Agreement), each of the Obligors and each of the Second Lien Lenders agree that
unless the First Lien Agent otherwise consents, no Prepayments may be made under the Second
Lien Credit Agreement other than under clause 8.1 (Illegality) or clause 8.3 (Mandatory
prepayment) of the Second Lien Credit Agreement.47.
    
    PERMITTED PAYMENTS47.1
    
    First Lien DebtPrior to the Enforcement Trigger Date:




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##### 



47.1.1
    
    each Obligor may make, and each First Lien Lender may receive and retain, any
payments or prepayments of any First Lien Debt (including any payments of cash cover
with respect to any Letter of Credit) in accordance with the First Lien Documents; and47.1.2
    
    each First Lien Lender may only discharge any First Lien Debt by set-off in
accordance with the First Lien Documents and only to the extent that such First Lien
Debt is permitted to be paid under Clause 47.1.1.
 47.2
    
    Hedging DebtPrior to the Enforcement Trigger Date:
 47.2.1
    
    each Obligor may make, and each Hedging Bank may receive and retain, any scheduled
payments arising under the terms of the relevant Secured Hedging Agreement in
accordance with the terms of the relevant Secured Hedging Agreement;47.2.2
    
    each Hedging Bank may only discharge any Hedging Debt under any netting arrangements
in accordance with the terms of the relevant Secured Hedging Agreement to the extent
that such Hedging Debt is permitted to be paid under Clause 47.2.1; and47.2.3
    
    each Hedging Bank may only discharge any Hedging Debt by set-off in accordance with
the First Lien Credit Agreement and only to the extent that such Hedging Debt is
permitted to be paid under Clause 47.2.1.
 47.3
    
    Second Lien DebtPrior to the Enforcement Trigger Date:
 47.3.1
    
    each Obligor may make, and each Second Lien Lender may receive and retain, any
payments or prepayments of any Second Lien Debt in accordance with the Second Lien
Documents; and47.3.2
    
    each Second Lien Lender may only discharge any Second Lien Debt by set-off in
accordance with the Second Lien Documents and only to the extent that such Second Lien
Debt is permitted to be paid under Clause 47.3.1.
 47.4
    
    Suspension of permitted paymentsUnless the Instructing Group otherwise consents, on and from the Enforcement Trigger Date:
 47.4.1
    
    no Obligor may make, and none of the Secured Creditors may receive and retain, any
payments or prepayments of any Debt; or47.4.2
    
    no Secured Creditor may discharge any Debt by set-off,
 which, in each case, would otherwise be permitted pursuant to the preceding provisions of
this Clause 47 (Permitted payments); and on and from such Enforcement Trigger Date, the
repayment of all Debt must be made pursuant to Clause 50 (Cascade).48.
    
    EQUALISATION48.1
    
    Recoveries
 48.1.1
    
    If:
 (A)
    
    a Secured Creditor receives or recovers a payment or
distribution in cash or in kind (including by way of set-off or combination of
accounts) in respect of any Debt, in each case, other than as permitted under
Clause 4 (Permitted payments) or other than pursuant to Clause 7 (Cascade); or




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##### 



(B)
    
    before the First Lien Discharge Date, any Second Lien Lender
receives or recovers a payment or distribution in cash or in kind (including
by way of set-off or combination of accounts) from or on behalf of any member
of the Group on the account of the purchase or acquisition of any Second Lien
Debt,
 then that Secured Creditor (a Recovering Secured Creditor) shall, within three
Business Days, notify details of the receipt or recovery, to the Security Trustee.48.1.2
    
    The Security Trustee shall determine whether the receipt or recovery is in excess of
the amount the Recovering Secured Creditor would have been paid had the receipt or
recovery been received or made by the Security Trustee and distributed in accordance
with Clause 7 (Cascade) without taking account of any Tax which would be imposed on the
Security Trustee in relation to the receipt, recovery or distribution.48.1.3
    
    The Recovering Secured Creditor shall, within three Business Days of demand by the
Security Trustee, pay to the Security Trustee an amount (the Sharing Payment) equal
to such receipt or recovery less any amount which the Security Trustee determines may
be retained by the Recovering Secured Creditor as its share of any payment to be made
in accordance with Clause 7 (Cascade).
 48.2
    
    Redistribution of paymentsThe Security Trustee shall treat the Sharing Payment as if it had been paid by the relevant
Obligor and distribute it between the Secured Creditors (other than the Recovering Secured
Creditor) in accordance with Clause 7 (Cascade).48.3
    
    Recovering Secured Creditors rights
 48.3.1
    
    On a distribution by the Security Trustee under Clause 48.2 (Redistribution of
payments), the Recovering Secured Creditor will be subrogated to the rights of the
Secured Creditors which have shared in the redistribution.48.3.2
    
    If and to the extent that the Recovering Secured Creditor is not able to rely on its
rights under Clause 48.3.1, the Obligors shall be liable to the Recovering Secured
Creditor for a debt equal to the Sharing Payment which is immediately due and payable.
 48.4
    
    Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Secured Creditor
becomes repayable and is repaid by that Recovering Secured Creditor, then:
 48.4.1
    
    each Secured Creditor which has received a share of the relevant Sharing Payment
pursuant to Clause 48.2 (Redistribution of payments) shall, upon request of the
Security Trustee, pay to the Security Trustee for account of that Recovering Secured
Creditor an amount equal to the appropriate part of its share of the Sharing Payment
(together with an amount as is necessary to reimburse that Recovering Secured Creditor
for its proportion of any interest on the Sharing Payment which that Recovering Secured
Creditor is required to pay); and48.4.2
    
    that Recovering Secured Creditors rights of subrogation, or the debt due pursuant to
Clause 48.3.2 (as the case may be), in respect of any reimbursement shall be cancelled
and the Obligors will be liable to the reimbursing Secured Creditor for the amount so
reimbursed.
 48.5
    
    Exceptions
 48.5.1
    
    This Clause 48 (Equalisation) shall not apply to the extent that the Recovering
Secured Creditor would not, after making any payment pursuant to this Clause, have a
valid and




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enforceable claim against the relevant Obligor from whom the relevant receipt or
recovery is made.48.5.2
    
    Without prejudice to Clause 49 (Enforcement), a Recovering Secured Creditor is not
obliged to share with any other Secured Creditor any amount which the Recovering
Secured Creditor has received or recovered as a result of taking legal or arbitration
proceedings, if:
 (A)
    
    it notified that other Secured Creditor of the legal or
arbitration proceedings; and(B)
    
    that other Secured Creditor had an opportunity to participate
in those legal or arbitration proceedings but did not do so as soon as
reasonably practicable having received notice and did not take separate legal
or arbitration proceedings.
 49.
    
    ENFORCEMENT49.1
    
    No independent action
 49.1.1
    
    Without prejudice to the rights of the Secured Creditors to instruct the Security
Trustee pursuant to Clause 61.7 (Instructions) to take any such action, none of the
Secured Creditors (other than the Security Trustee) may (without the consent of the
Security Trustee):
 (A)
    
    enforce or exercise any other equivalent right with respect
to any Security constituted by any Security Document;(B)
    
    in respect of any asset or right subject to any Security
Document, sue for or institute any creditors process (including a Mareva
injunction, garnishment, execution or levy, whether before or after judgment)
in respect of any obligation (whether or not for the payment of money) owing
to it under or in respect of any Finance Document or otherwise enforce any
Debt by attachment, execution or otherwise;(C)
    
    take any step (including petition, application, notice of
meeting or proposal to creditors) for the liquidation, winding-up,
administration, dissolution or bankruptcy (or analogous proceeding in any
jurisdiction) of an Obligor, or take any step for a voluntary arrangement or
scheme of arrangement or analogous proceeding in relation to any Obligor.
 49.1.2
    
    Subject thereto, each Secured Creditor may exercise any rights it may have as an
unsecured creditor of the Company or of any Obligor as it thinks fit, provided that it
shall not exercise such rights in a manner inconsistent with the provisions of this
Agreement or which may affect recovery under the Security Documents.
 49.2
    
    Further restrictions  Hedging DebtSubject to Clause 49.1 (No independent action), a Hedging Bank may exercise its rights under
any Secured Hedging Agreement to terminate, or close out of, any hedging transaction and to
demand the repayment of sums outstanding thereunder provided that (unless the Security
Trustee otherwise consents) it shall only exercise such rights if:
 49.2.1
    
    an Illegality (as defined in the ISDA (1992)) has occurred;49.2.2
    
    a Tax Event (as defined in the ISDA (1992)) has occurred;




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49.2.3
    
    the relevant Obligor that is party to such Secured Hedging Agreement has not paid an
amount due under that Secured Hedging Agreement on its stated due date and such payment
has not been made within 21 days of the date on which the relevant Hedging Bank
notifies the Security Trustee of such failure to pay (and of such Hedging Banks
intention to terminate or close out);49.2.4
    
    the relevant Obligor that is party to any such Secured Hedging Agreement, in respect
of which the confirmations were entered into on or before 15 October 2006 has failed to
comply with any other covenant or undertaking thereunder, or any event of default under
or incorporated into such Secured Hedging Agreement has occurred, and such failure or
default has not been cured within 21 days of the date on which the relevant Hedging
Bank notifies the Security Trustee of such failure or default (and of such Hedging
Banks intention to terminate or close out);49.2.5
    
    any formal proceedings have been commenced for the liquidation, winding-up,
administration, dissolution or bankruptcy (or analogous proceeding in any jurisdiction)
of the relevant Obligor that is party to such Secured Hedging Agreement and such
proceedings have not been discharged within one month from the date of commencement;49.2.6
    
    the Enforcement Trigger Date has occurred and all or any amounts accrued or
outstanding under the First Lien Documents or the Second Lien Documents have become
immediately due and payable;49.2.7
    
    the Security Trustee has confirmed to that Hedging Bank that no amount under the
First Lien Documents is outstanding or is capable of being outstanding; or49.2.8
    
    so required pursuant to Clause 52.1.3 (Two way payments).
 49.3
    
    Further restrictions  Second Lien DebtSave as permitted under Clause 49.4 (Action by Second Lien Lenders), the Second Lien Lenders
shall not give the Security Trustee any instructions to take any of the actions referred to
in Clause 49.1 (No independent action), unless (a) the First Lien Enforcement Date has
occurred and all or any amounts accrued or outstanding under the First Lien Documents have
become immediately due and payable, (b) the First Lien Discharge Date has occurred, (c) the
Majority First Lien Lenders otherwise consent or (d) the Majority Second Lien Lenders
constitute the Instructing Group in accordance with the definition of Instructing Group
set out in Clause 1.1 (Definitions).49.4
    
    Action by Second Lien Lenders
 49.4.1
    
    The Second Lien Lenders may take any of the actions prohibited by Clause 49.3
(Further restrictions  Second Lien Debt) if each of the circumstances in (A), (B) and
(C) below has occurred:
 (A)
    
    an Event of Default (as defined in the Second Lien Credit
Agreement) has occurred and is continuing;(B)
    
    the Second Lien Agent has given notice to the First Lien
Agent and the Security Trustee of such Event of Default; and(C)
    
    the Relevant Standstill Period or more days have elapsed
since the date of issue of such notice; such Event of Default is still
continuing; and:
 (1)
    
    the First Lien Lenders have not exercised
their rights under Clause 60 (First Lien buy-out);




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(2)
    
    the First Lien Agent and the Second Lien
Agent have not otherwise reached agreement on any alternative
arrangements satisfactory to the Majority Second Lien Lenders for the
purposes of curing or addressing such Event of Default; and(3)
    
    the Second Lien Agent has issued a Junior
Pre-Enforcement Notice no earlier than 10 Business Days before the
expiry of the Relevant Standstill Period.
 49.4.2
    
    In this Agreement, Relevant Standstill Period means 180 days.
 49.5
    
    Manner of enforcement
 49.5.1
    
    The Instructing Group may give or refrain from giving any instructions to the
Security Trustee to:
 (A)
    
    enforce (or refrain from enforcing) any Security constituted
by the Security Documents; or(B)
    
    take (or refrain from taking) any other action in connection
with the recovery of the Debt,
 in each case, as it sees fit without prior consultation with the other Secured
Creditors.49.5.2
    
    In:
 (A)
    
    enforcing (or refrain from enforcing) any Security
constituted by the Security Documents or giving any instructions to the
Security Trustee relating thereto; or(B)
    
    taking (or refrain from taking) any other action (including
any such action described in Clause 49.1 (No independent action)) in
connection with the recovery of the Debt or giving any instructions to the
Security Trustee relating thereto,
 no Secured Creditor shall be responsible to any other Secured Creditor or any
Obligor for maximizing the proceeds of such enforcement or such other action.
 49.6
    
    Permitted action  generalIf the operation of any provision of this Agreement prevents a Secured Creditor from
exercising its rights to sue or bring or support proceedings against any member of the Group
or any provider of any Report in a manner that would result in such Secured Creditor being
prevented permanently from suing or bringing or supporting those proceedings by reason of
the expiry of any statutory limitation period, that Secured Creditor may exercise its rights
to sue or bring or support those proceedings against that member of the Group or that
provider of that Report but only to the extent necessary to prevent the loss of the right to
sue or bring or support those proceedings.50.
    
    CASCADE50.1
    
    Order of application
 50.1.1
    
    Subject to the rights of any creditor with prior Security or any preferential claim,
all amounts paid to, or otherwise recovered by, the Security Trustee pursuant to the
Finance Documents, shall be applied in the following order:
 (A)
    
    first, in or towards payment pro rata of any unpaid fees,
costs and expenses incurred by or on behalf of the Security Trustee and any
receiver, attorney, agent or similar officer appointed under the Security
Documents and any other




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sum due to the Security Trustee (in its capacity as such) but unpaid under
the Finance Documents;(B)
    
    second, in or towards payment pro rata (a) to the First Lien
Agent for application by the First Lien Agent under the First Lien Credit
Agreement towards the balance of the First Lien Debt comprised by any unpaid
fees, costs and expenses of the Administrative Finance Parties under the First
Lien Documents and (b) of any unpaid fees, costs and expenses of the Account
Bank;(C)
    
    third, in or towards payment pro rata (a) of Hedging Costs
due but unpaid under the Secured Hedging Agreements and (b) to the First Lien
Agent for application by the First Lien Agent under the First Lien Credit
Agreement towards the balance of the First Lien Debt comprised by any accrued
interest, commitment fees, commission due but unpaid under the First Lien
Documents;(D)
    
    fourth, in or towards payment pro rata (a) of Hedging
Termination Payments due to the Hedging Banks but unpaid under the Secured
Hedging Agreements and (b) to the First Lien Agent for application by the
First Lien Agent under the First Lien Credit Agreement towards the balance of
the First Lien Debt comprised by any principal (including amounts payable
under clause 6.8 (Claims under a Letter of Credit) or clause 6.10
(Indemnities) of the First Lien Credit Agreement) or any cash cover due but
unpaid under the First Lien Documents;(E)
    
    fifth, in or towards payment pro rata (a) of any other sum
due to the Hedging Banks but unpaid under the Secured Hedging Agreements and
(b) to the First Lien Agent for application by the First Lien Agent under the
First Lien Credit Agreement towards the balance of the First Lien Debt
comprised by any other sum due but unpaid under the First Lien Documents;(F)
    
    sixth, in or towards payment to the Second Lien Agent for
application by the Second Lien Agent under the Second Lien Credit Agreement
towards the balance of the Second Lien Debt; and(G)
    
    seventh, in or towards payment of the surplus (if any) to the
relevant Obligor or other person entitled to it.
 50.1.2
    
    Subject to Clause 51.3.4, the Security Trustee shall, if so directed by the Relevant
Group, vary the order set out in Clauses 50.1.1(A) to 50.1.1(G).50.1.3
    
    Clauses 50.1.1 and 50.1.2 above will override any appropriation made by an Obligor.
 50.2
    
    Redistribution of cash cover
 50.2.1
    
    If any cash cover has been provided in respect of any Letter(s) of Credit (other than
pursuant to clause 6.11 (Ratings criteria) of the First Lien Credit Agreement), then:
 (A)
    
    subject to Clause 50.2.1(B), any such cash cover shall not be
applied pursuant to Clause 50.1 (Order of Application) but shall instead be
retained by the relevant First Lien Lender(s) entitled to hold the same and be
applied by such First Lien Lender(s) in the discharge of the Contingent
Indebtedness in respect of which such cash cover has been provided as such
Contingent Indebtedness matures; and(B)
    
    each of the First Lien Lenders that holds any such cash cover
on the First Lien Discharge Date shall (provided that the First Lien Agent is
satisfied that no First Lien Lender or Obligor is capable of incurring any
further liability (actual or




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contingent) with respect to the Letter(s) of Credit in respect of which
such cash cover has been provided) pay the balance of such cash cover to
the Security Trustee for application in accordance Clause 50.1 (Order of
application).
 50.2.2
    
    The Obligors shall take all such steps as the Security Trustee may require in order
to ensure that the First Lien Lenders are able to comply with Clause 50.2.1.50.2.3
    
    For the purposes of this Clause 50.2, Contingent Indebtedness means the liabilities
of the Fronting Bank, the Lenders (as defined in the First Lien Credit Agreement) or,
as the case may be, the Obligors (as defined in the First Lien Credit Agreement), with
respect to any outstanding Letter(s) of Credit which have not matured and remain
contingent by reason of such Letter(s) of Credit being outstanding.
 50.3
    
    Good dischargeAn acknowledgement of receipt signed by the relevant person to whom payments are to be made
under this Clause 50 (Cascade) shall discharge the Security Trustee.51.
    
    MODIFICATIONS51.1
    
    First Lien Documents
 51.1.1
    
    Prior to the Second Lien Discharge Date, no Obligor or First Lien Lender will modify,
or permit any modification to be made to, any provision of any of the First Lien
Documents unless (a) Clause 51.1.2 has been complied with and (b) such modification is
made in accordance with the First Lien Credit Agreement and the relevant First Lien
Document to be modified.51.1.2
    
    Where any amendment, supplement or modification to the First Lien Document would have
any of the following effects:
 (A)
    
    to increase the aggregate principal amount of the Advances
under the First Lien Credit Agreement plus the face amount of any Letter of
Credit issued under the First Lien Credit Facility Agreement plus any
Available Commitments thereunder to an amount in excess of T (where:
T (in US$) = A + F + C + $25 million;
 A =
    
    the Advances under the First Lien Facility Agreement;F =
    
    the face amount of all Letters of Credit
issued under the First Lien Credit Agreement; andC =
    
    the Available Commitments under the First
Lien Credit Agreement);
 (B)
    
    to increase the Margin or the utilisation fees applicable
under the First Lien Credit Agreement by an amount of more than 3.0 per cent.
per annum; or(C)
    
    extend the Final Maturity Date under the First Lien Credit
Agreement to a date falling on or after 20 October 2011,
 then such amendment, supplement or modification shall not be made without the prior
consent of the Majority Second Lien Lenders.
 51.2
    
    Second Lien Documents
 51.2.1
    
    Subject to Clause 51.2.2, prior to the First Lien Discharge Date, no Obligor or
Second Lien Lender will modify, or permit any modification to be made to, any provision
of any of the Second Lien Documents unless:




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##### 



(A)
    
    such modification is made in accordance with the Second Lien
Credit Agreement and the relevant Second Lien Document to be modified; and(B)
    
    where Clause 51.2.2 applies, the Majority First Lien Lenders
have consented to such modification.
 51.2.2
    
    Where any amendment, supplement or modification to the Second Lien Documents
applicable under the Second Lien Credit Agreement would have any of the following
effects:
 (A)
    
    to advance any date for repayment of principal or payment of
interest or the making of any mandatory prepayment under the Second Lien
Credit Agreement;(B)
    
    to increase the Margin or the utilisation fees applicable
under the Second Lien Credit Agreement;(C)
    
    to change any Event of Default under the Second Lien Credit
Agreement in a manner which the First Lien Facility Agent reasonably
determines is adverse to the interest of any Obligor;(D)
    
    to grant any additional Security to the Second Lien Agent; or(E)
    
    to modify clause 8.1 (Illegality) or clause 8.3 (Mandatory
prepayment) in a manner which permits or requires Prepayments to be made in
circumstances that are not provided for under such clause as at the date of
the Amendment Agreement;(F)
    
    to otherwise make any amendment to the Second Lien Credit
Agreement which, in the reasonable opinion of the First Lien Facility Agent
would have an adverse affect upon the rights of the First Lien Lenders against
the Obligors under this Agreement or otherwise in connection with the
transactions contemplated by this Agreement and the First Lien Finance
Documents,
 then such amendment, supplement or modification shall not be made without the prior
consent of the Majority First Lien Lenders.
 51.3
    
    Intercreditor Agreement
 51.3.1
    
    Subject to Clauses 51.3.2 to 51.3.5, any term of this Agreement may be modified only
with the consent of the Relevant Group and any such modification will be binding on all
Parties. The Security Trustee may effect, on behalf of any Secured Creditor, any
modification permitted by this Clause 51.3 (Intercreditor Agreement).51.3.2
    
    Any modification that has the effect of changing or which relates to:
 (A)
    
    the definition of Majority First Lien Lenders or Majority
Second Lien Lenders in Clause 44.1 (Definitions);(B)
    
    this Clause 51.3 (Intercreditor Agreement); or(C)
    
    the release of any Security granted under any Security
Document save where such release is required pursuant to the terms of any
Finance Document,
 shall not be made without the prior consent of the All Lender Group.51.3.3
    
    A modification that has the effect of changing or which relates to any provision
which expressly requires the consent of any Secured Creditor or group of Secured
Creditors (such as the Instructing Group or the Relevant Group) may not be effected
without the consent of that Secured Creditor or group of Secured Creditors. If the
modification in




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##### 



question is the giving of the relevant consent expressly provided for, then such
modification may be effected by that Secured Creditor or group of Secured Creditors
giving the requisite consent.51.3.4
    
    A modification that has the effect of changing or which relates to the rights or
obligations of any of the Account Bank, the First Lien Agent, the Second Lien Agent,
the Security Trustee, any other Administrative Finance Party (whether under the First
Lien Credit Agreement or the Second Lien Credit Agreement) or any Hedging Bank may not
be effected without the consent of that Secured Creditor.51.3.5
    
    A modification that has the effect of changing or which relates to the rights or
obligations of the Obligors (or any of them) may not be effected without the consent of
the Obligors.51.3.6
    
    For the purposes of this Clause 51.3 (Intercreditor Agreement), All Lender Group
means:
 (A)
    
    at all times before the First Lien Discharge Date and the
Second Lien Discharge Date, all the First Lien Lenders and all the Second Lien
Lenders (acting together);(B)
    
    if the First Lien Discharge Date has occurred, all the Second
Lien Lenders; or(C)
    
    if the Second Lien Discharge Date has occurred, all the First
Lien Lenders.
 51.4
    
    Binding natureIf any modification of any term of any Finance Document has been granted or made in
accordance with the preceding provisions of this Clause 51 (Modifications), such or an
equivalent modification shall also be deemed to have been made in relation to the other
Finance Documents if any absence of such or equivalent modification would give rise to the
contravention of, or a default under, such other Finance Documents.52.
    
    HEDGING UNDERTAKINGS52.1
    
    Two way paymentsEach Obligor and each Hedging Bank agrees that unless the First Lien Agent otherwise
consents:
 52.1.1
    
    each Secured Hedging Agreement which it enters into after the date of this Agreement
will provide for full two way payments or payments under the Second Method and
Market Quotation in the event of a termination of a hedging transaction whether upon
a Termination Event or an Event of Default (as defined in the ISDA (1992));52.1.2
    
    at any time on or after the Enforcement Trigger Date, if an amount falls due from a
Hedging Bank to any Obligor under any Secured Hedging Agreement, that amount shall be
paid by that Hedging Bank to the Security Trustee (in full discharge of its obligations
to make such payments to such Obligor) for application in accordance with Clause 50
(Cascade); and52.1.3
    
    promptly on the occurrence of the Enforcement Trigger Date, each Hedging Bank will,
if so instructed by the Security Trustee, exercise any rights it may have to terminate
or close out all the hedging transactions under the Secured Hedging Agreements which
the Security Trustee instructs it to terminate or close out and shall notify the
Security Trustee when requested of any amounts due under such Secured Hedging
Agreement.




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52.2
    
    Copies of documentsPromptly upon request, each Obligor and each Hedging Bank will provide to the Security
Trustee and the First Lien Agent copies of all Secured Hedging Agreements to which it is a
party.52.3
    
    ISDA
 52.3.1
    
    Unless the First Lien Agent otherwise agrees, all Secured Hedging Agreements must be
entered into under the terms of the Master Agreement.52.3.2
    
    Each Hedging Bank and each Obligor agrees that each Secured Hedging Agreement to
which it is a party shall operate subject to the terms of this Agreement and the other
First Lien Documents and, accordingly, in the event of any inconsistency between the
terms of such Secured Hedging Agreement and any First Lien Document, the terms of that
First Lien Document shall prevail.52.3.3
    
    Without prejudice to Clause 52.3.2, each Hedging Bank waives any rights or remedies
that it may have against any other Secured Creditors by reason of (a) the entry into
any Finance Document between any Obligor and any Secured Creditor, (b) the compliance
by any Obligor of its obligations, or the exercise by any Obligor of its rights, under
any Finance Document, (c) any modification of any Finance Document effected in
accordance with this Agreement, or (d) any requirement or condition imposed by any
Secured Creditor under any Finance Document in accordance with the terms thereof, in
the case of (a), (b), (c) or (d) which:
 (A)
    
    breaches or contravenes any term of any Secured Hedging
Agreement to which that Hedging Bank is a party; or(B)
    
    results in a potential event of default, event of default or
termination event (in each case, however described) under any such Secured
Hedging Agreement.
 52.4
    
    Consent to SecuritySubject to the terms of any specific consent agreed by it with the Security Trustee, each
Hedging Bank that is a party to any Hedging Agreement with any Obligor:
 52.4.1
    
    consents to the grant by such Obligor of Security over all that Obligors rights and
interests in such Hedging Agreement in favour of the Secured Creditors or, as the case
may be, the Security Trustee (in its capacity as such); and52.4.2
    
    to the extent that such Security has been granted pursuant to a Security Document,
acknowledges that it has received notice that each such Hedging Agreement to which it
is a party is the subject of such Security.
 53.
    
    INFORMATION SHARING53.1
    
    Defaults
 53.1.1
    
    The First Lien Agent will promptly upon receiving written notice of any Event of
Default under the First Lien Credit Agreement provide a copy of the same to the Second
Lien Agent and the Security Trustee.53.1.2
    
    The Second Lien Agent will promptly upon receiving written notice of any Event of
Default under the Second Lien Credit Agreement provide a copy of the same to the First
Lien Agent and the Security Trustee.




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53.2
    
    Amounts of debtEach of the First Lien Agent, the Hedging Banks and the Second Lien Agent (each a, Relevant
Party) will on request by any other Relevant Party from time to time notify such other Relevant
Party of the details of the amount of the outstanding First Lien Debt, Hedging Debt or Second
Lien Debt (as the case may be).53.3
    
    Other informationEach Obligor authorises the Secured Creditors to disclose to each other all information
(relating to that Obligor, its subsidiaries or related entities or any member of the Group)
coming into the possession of any of them in connection with the Finance Documents.54.
    
    SUBROGATION54.1
    
    Subrogation
 54.1.1
    
    If any Prior Debt is wholly or partially paid out of any proceeds received on or
account of the Subordinated Debt owing to one or more Subordinated Lenders, then the
Subordinated Lenders will (pro ratato their respective interests in such Subordinated
Debt) to that extent be subrogated to the Prior Debt so paid (and all securities and
guarantees for that Prior Debt).54.1.2
    
    Any rights of subrogation so arising in favour of any Second Lien Lender must not be
exercised by that Second Lien Lender before the First Lien Discharge Date without the
consent of the First Lien Agent.54.1.3
    
    For the purposes of this Clause 54.1 (Subrogation):
 (A)
    
    Prior Debt means (in relation to the Second Lien Debt) the
First Lien Debt and the Hedging Debt.(B)
    
    Subordinated Debt means (in relation to the First Lien Debt
and the Hedging Debt) the Second Lien Debt.(C)
    
    Subordinated Lender means any Secured Creditor to whom any
Subordinated Debt is owed.
 54.2
    
    First Lien Discharge DateFollowing the First Lien Discharge Date, each First Lien Lender and Hedging Bank shall
(subject to being indemnified to its reasonable satisfaction against any resulting costs,
expenses and liabilities) take all such steps and provide all such assistance as the Second
Lien Agent and/or the Security Trustee may reasonably request for the purposes of (i)
ensuring that the Second Lien Lenders are entitled to exercise any rights of subrogation to
which they may be entitled or (ii) otherwise ensuring that all the rights of the First Lien
Lenders and the Hedging Banks under First Lien Documents and the Secured Hedging Agreements
are assigned to and assumed by the Second Lien Lenders.




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54.3
    
    Non-subrogationUntil both the Second Lien Discharge Date and the First Lien Discharge Date have occurred no
Obligor may exercise any rights which it may have by reason of performance by it of its
obligations under the Finance Documents:
 54.3.1
    
    to be indemnified by any other Obligor;54.3.2
    
    to claim any contribution from any guarantor of any Obligors obligations under the
Finance Documents;54.3.3
    
    to take the benefit (in whole or in part and whether by way of subrogation or
otherwise) of any rights of any Secured Creditor under the Finance Documents or of any
other guarantee or security taken pursuant to, or in connection with, the Finance
Documents by any Secured Creditor;54.3.4
    
    to claim, rank, prove or vote as a creditor of any other Obligor in competition with
any Secured Creditor; and/or54.3.5
    
    to receive, claim or have the benefit of any payment, distribution or security from
or on account of any other Obligor, or exercise any right of set-off against any other
Obligor.
 55.
    
    PROTECTION OF SUBORDINATION55.1
    
    Continuing subordinationThe subordination of any Debt to any other Debt (a prior ranking Debt) provided for in
this Agreement constitutes a continuing subordination and will extend to the ultimate
balance of the prior ranking Debt regardless of any intermediate payment or discharge of
such prior ranking Debt in whole or in part.55.2
    
    Waiver of defencesThe subordination of any Debt provided for in this Agreement and the obligations of each Party
under this Agreement relating thereto will not be affected by an act, omission, matter or thing
which but for this Clause 55.2, would operate to reduce, release or prejudice the subordination
or any of those obligations (without limitation and whether known to any Party) including:
 55.2.1
    
    any time, waiver or consent granted to, or composition with, any Obligor or other
person;55.2.2
    
    the release of any other Obligor or any other person under the terms of any
composition or arrangement with any creditor of any Obligor or other person;55.2.3
    
    the taking, variation, compromise, exchange, renewal or release of, or refusal or
neglect to perfect, take up or enforce, any rights against, or security over assets of,
any Obligor or other person or any non-presentation or non-observance of any formality
or other requirement in respect of any instrument or any failure to realise the full
value of any security;55.2.4
    
    any incapacity or lack of power, authority or legal personality of or dissolution or
change in the members or status of an Obligor or any other person;55.2.5
    
    any amendment, novation, supplement, extension, restatement (however fundamental or
whether or not more onerous) or replacement of any Finance Document or any other




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document or security including any change in the purpose of any extension of, or
any increase in any facility or the addition of any new facility under any Finance
Document or other document or security;55.2.6
    
    any unenforceability, illegality or invalidity of any obligation of any person under
any Finance Document or any other document or security; or55.2.7
    
    any insolvency or similar proceedings.
 56.
    
    CHANGES TO THE PARTIES56.1
    
    Successors and assignsThis Agreement is binding on the successors and assigns of the Parties.56.2
    
    ObligorsNo Obligor may assign or transfer any of its rights (if any) or obligations under this Agreement.56.3
    
    New Obligors
 56.3.1
    
    The Company shall ensure that each relevant member of the Group accedes, and becomes
a Party, to this Agreement as an Obligor by executing the Accession Instrument(s) and
delivering the same (together with such other documents as the Security Trustee may
reasonably request) to the Security Trustee.56.3.2
    
    For these purposes, a relevant member of the Group means each member of the Group
which is not already an Obligor which (a) becomes a guarantor, borrower or an obligor
under or in relation to a Finance Document (other than this Agreement) or (b)
guarantees or otherwise becomes liable for any Debt or grants Security for any Debt.56.3.3
    
    Each of the Obligors shall ensure that:
 (A)
    
    unless the Majority Second Lien Lenders otherwise agree, each
Transaction Party (as defined in the First Lien Credit Agreement) is also a
Transaction Party (as defined in the Second Lien Credit Agreement); and(B)
    
    each Transaction Party (as defined in the Second Lien Credit
Agreement) is also a Transaction Party (as defined in the First Lien Credit
Agreement).
 56.4
    
    Secured Creditors
 56.4.1
    
    No First Lien Lender or Second Lien Lender will assign, transfer, novate or dispose
of, or create or permit to subsist any Security over:
 (A)
    
    any of the Debt owing to it, any proceeds of such Debt or any
of its interests in such Debt or proceeds; or(B)
    
    its rights or obligations under any of the Finance Documents,
 (in each case) to or in favour of any person unless and until that person accedes,
and becomes a Party, to this Agreement as a First Lien Lender or Second Lien
Lender (as the case may be) by executing an Accession Instrument and delivering
the same (together with all such other documents as the Security Trustee may
reasonably request) to the Security Trustee and then only in accordance with the
terms of those Finance Documents.56.4.2
    
    Subject to Clause 56.4.3, no Hedging Bank will assign, transfer, novate or dispose
of, or create or permit to subsist any Security over:




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(A)
    
    any of the Hedging Debt owing to it, any proceeds of such
Hedging Debt or any of its interests in such Hedging Debt or proceeds; or(B)
    
    its rights or obligations under any of the Finance Documents,
 (in each case) to or in favour of any person other than another Hedging Bank and
then only in accordance with the terms of those Finance Documents.56.4.3
    
    A Hedging Bank may transfer its interests in any Secured Hedging Agreement to another
person that is not a Hedging Bank (a transferee) in accordance with the terms of the
Finance Documents provided that:
 (A)
    
    such transfer is effected upon terms which ensure that
following the relevant transfer, neither the transferee nor the Hedging Bank
shall have the benefit of any Security, guarantee or other financial
accommodation constituted by any Finance Document with respect to the
interests so transferred; and(B)
    
    such Hedging Bank and such transferee provide such releases
and confirmations and other evidence as the Security Trustee may require
(acting reasonably) to satisfy itself that the transfer has been effected on
such terms.
 56.5
    
    Accession of Hedging BanksA Lender (as defined in the First Lien Credit Agreement) may, at any time, request that any
of its Affiliates that has entered, or is to enter, into a Hedging Agreement with an Obligor
in accordance with the Finance Documents be given the benefit of the Security constituted by
the Security Documents by becoming a Hedging Bank. Following any such request (which shall
be submitted to the First Lien Agent and the Security Trustee), the relevant Affiliate shall
accede, and become a party, to the Finance Documents as a Hedging Bank by executing an
Accession Instrument and delivering the same (together with all such other documents as the
Security Trustee may reasonably request) to the Security Trustee.56.6
    
    Agents and other administrative parties
 56.6.1
    
    Neither the First Lien Agent nor the Second Lien Agent may resign or be removed
except as provided for in the First Lien Credit Agreement or the Second Lien Credit
Agreement (as the case may be) and only if the replacement First Lien Agent or Second
Lien Agent accedes, and becomes a Party, to this Agreement as a First Lien Agent or,
as the case may be, a Second Lien Agent by executing an Accession Instrument and
delivering the same (together with such other documents as the Security Trustee may
reasonably request) to the Security Trustee.56.6.2
    
    No Administrative Finance Party (as defined in the First Lien Credit Agreement but
excluding, for these purposes, the First Lien Agent and the Security Trustee) may
resign or be removed except as provided for in the First Lien Credit Agreement and (in
the case of any such replacement Administrative Finance Party that is not already a
First Lien Lender or not becoming a First Lien Lender pursuant to Clause 56.4 (Secured
Creditors)) only if the replacement Administrative Finance Party accedes, and becomes a
Party, to this Agreement as a First Lien Lender by executing an Accession Instrument
and delivering the same (together with such other documents as the Security Trustee may
reasonably request) to the Security Trustee.56.6.3
    
    No Administrative Finance Party (as defined in the Second Lien Credit Agreement but
excluding, for these purposes, the Second Lien Agent and the Security Trustee) may
resign or be removed except as provided for in the Second Lien Credit Agreement and (in
the case of any such replacement Administrative Finance Party that is not already a




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Second Lien Lender or not becoming a Second Lien Lender pursuant to Clause 56.4
(Secured Creditors)) only if the replacement Administrative Finance Party accedes,
and becomes a Party, to this Agreement as a Second Lien Lender by executing an
Accession Instrument and delivering the same (together with such other documents as
the Security Trustee may reasonably request) to the Security Trustee.
 56.7
    
    AuthorisationsEach existing Party authorises the Security Trustee to execute each Accession Instrument
delivered to the Security Trustee under this Clause 56 (Changes to the Parties) on such Partys
behalf in order that such Accession Instrument may be supplemental to this Agreement and be
binding on, and enure to the benefit of, all the Parties.57.
    
    GENERAL57.1
    
    Preservation of debt
 57.1.1
    
    Notwithstanding any term of this Agreement postponing, subordinating or preventing
the payment of any Debt, as between the Obligors and the Secured Creditor to whom such
Debt is owed, that Debt shall remain owing and payable (and interest and/or default
interest shall continue to accrue) in accordance with the terms of the relevant Finance
Documents relating to such Debt.57.1.2
    
    No failure to exercise, nor any delay in exercising, on the part of any Secured
Creditor, any right or remedy under the Finance Documents by reason of the operation of
this Agreement shall operate as a waiver of such right or remedy.
 57.2
    
    Status of the Obligors
 57.2.1
    
    Each of the Obligors joins in this Agreement for the purpose of acknowledging the
priorities, rights and obligations set out in this Agreement and undertakes with each
of the other Parties to observe the provisions of this Agreement at all times and not
in any way to prejudice or affect the enforcement of such provisions or do or suffer
anything within its reasonable control which would be inconsistent with the terms of
this Agreement.57.2.2
    
    None of the Obligors shall have any rights under this Agreement (other than under
Clause 51.3.5 (Intercreditor Agreement) and any related provisions necessary to give
effect to such rights) and none of the undertakings given by the Secured Creditors in
this Agreement are given (or shall be deemed to have been given) to, or for the benefit
of, the Obligors.
 58.
    
    SECOND LIEN BUY-OUT58.1
    
    Option to purchase
 58.1.1
    
    At any time on or after the First Lien Enforcement Date and subject to Clause 58.1.2,
the Second Lien Lenders may issue a notice (a Buy-out Notice) specifying their
intention to purchase all (and not part only) of the outstanding First Lien Debt and
the date (the Purchase Date) on which such purchase is to be effected.58.1.2
    
    The Second Lien Lenders shall not issue a Buy-out Notice unless they issue a Buy-out
Notice under Clause 59.1 at the same time.




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##### 



58.1.3
    
    The Purchase Date specified in any Buy-out Notice must be a Business Day falling no
less than 10 Business Days and no more 15 Business Days after the date of issue of such
Buy-out Notice.
 58.2
    
    Purchase DateOn the Purchase Date:
 58.2.1
    
    the Second Lien Lenders shall pay to the First Lien Agent in cash and in the currency
in which the First Lien Debt is denominated, an amount (the Purchase Amount)
determined by the First Lien Agent (acting reasonably) to be equal to the outstanding
First Lien Debt (including all accrued interest, fees, expenses and any Break Costs) on
such Purchase Date;58.2.2
    
    the Second Lien Lenders shall take all such other steps as the First Lien Agent
(acting reasonably) may require for the purposes of ensuring that on and from the
Purchase Date none of the First Lien Lenders will have any liability (actual or
contingent) in relation to any outstanding Letters of Credit or under any First Lien
Document;58.2.3
    
    the First Lien Lenders shall, subject to payment to them of the Purchase Amount, the
completion of all relevant steps in accordance with Clause 58.2.2, and the provision of
an indemnity in accordance with Clause 58.4 (Indemnity against claw back) transfer the
First Lien Debt (and all their rights and obligations relating thereto) in accordance
with the procedure for transfer provided for in clause 26.5 (Procedure for transfer) of
the First Lien Credit Agreement or by such other means as the First Lien Agent and the
Second Lien Agent may otherwise agree;58.2.4
    
    the Obligors shall take all such steps as the First Lien Agent and the Second Lien
Agent (each, acting reasonably) may require for the purposes of effecting such
transfer;58.2.5
    
    each First Lien Lender shall be deemed to have represented and warranted to the
Second Lien Lenders that (i) it is the owner of the beneficial interest in all the
rights and interests under the First Lien Documents purported to be assigned or
transferred by it by such transfer; and (ii) it has taken all necessary corporate
action to authorise such transfer.
 58.3
    
    Protection of First Lien LendersSave as provided for in Clause 58.2.5 (Purchase Date), any transfer of the First Lien Debt
pursuant to this Clause 58 (Second Lien buy-out) shall be without recourse to, or
representation or warranty from, the First Lien Lenders and the terms of clause 26 (Changes
to the Lenders) of the First Lien Credit Agreement relating to the protection of the First
Lien Lenders with respect to any assignment or transfer of their rights or rights and
obligations which is effected thereunder shall apply to any such transfer of the First Lien
Debt pursuant to this Clause 58 (Second Lien buy-out).58.4
    
    Indemnity against claw back
 58.4.1
    
    Subject to Clause 58.4.2, the Second Lien Lenders must provide, or procure the
provision of, an indemnity (on terms, and from a person, satisfactory to the Majority
First Lien Lenders) to each of the First Lien Lenders against any and all costs,
losses, liabilities, expenses and payments which may be incurred or made by such First
Lien Lender as a result of all or any of the Purchase Amount being required, or being
alleged to be required, to be paid back by, or clawed back from, such First Lien Lender
for any reason.




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58.4.2
    
    Any indemnity provided pursuant to Clause 58.4.1 shall not extend to any costs,
losses, liabilities, expenses and payments which could not have been recovered by the
relevant First Lien Lender had the First Lien Debt not been transferred pursuant to
this Clause 58 (Second Lien buy-out).
 58.5
    
    Protection of Hedging BanksNotwithstanding any other provision in this Agreement, each Hedging Bank shall continue to
be a Hedging Bank for the purposes of the Finance Documents and to be bound by, and
benefit from, the terms of the Finance Documents in its capacity as Hedging Bank
notwithstanding any transfer of the First Lien Debt pursuant to this Clause 58 (Second Lien
Buy-out) and notwithstanding that such Hedging Bank may not be a First Lien Lender following
the transfer of such First Lien Debt.59.
    
    SECOND LIEN BUY-OUT OF HEDGES59.1
    
    Option to purchase
 59.1.1
    
    At any time on or after the First Lien Enforcement Date, the Second Lien Lenders may
issue a notice (a Buy-out Notice) to each of the Hedging Banks specifying their
intention to purchase all (and not part only) of the outstanding Hedging Termination
Payments and the date (the Purchase Date) on which such purchase is to be effected.59.1.2
    
    The Purchase Date specified in any Buy-out Notice must be a Business Day falling no
less than 10 Business Days and no more 15 Business Days after the date of issue of such
Buy-out Notice.
 59.2
    
    Purchase Date
 On the Purchase Date:
 59.2.1
    
    the Second Lien Lenders shall pay to each Hedging Bank in cash and in the currency in
which the Hedging Termination Payment is denominated, an amount (the Purchase Amount)
equal to the outstanding Hedging Termination Payment due to that Hedging Bank
(including all accrued interest) on such Purchase Date;59.2.2
    
    the Hedging Banks shall, subject to payment to them of the Purchase Amount and the
provision of an indemnity in accordance with Clause 59.4 (Indemnity against claw back)
transfer all their rights and obligations relating the Hedging Termination Payments by
such means as the the Second Lien Agent may reasonably require;59.2.3
    
    the Obligors shall take all such steps as the Hedging Banks and the Second Lien Agent
(each, acting reasonably) may require for the purposes of effecting such transfer;59.2.4
    
    each Hedging Bank shall be deemed to have represented and warranted to the Second
Lien Lenders that (i) it is the owner of the beneficial interest in all the rights and
interests under the Hedging Termination Payment purported to be assigned or transferred
by it; and (ii) it has taken all necessary corporate action to authorise such transfer.
 59.3
    
    Protection of Hedging BanksSave as provided for in Clause 59.2.4 (Purchase Date), any transfer of rights and
obligations relating to a Hedging Termination Payment pursuant to this Clause 16 (Second
Lien buy-out of Hedges) shall be without recourse to, or representation or warranty from,
the Hedging Banks and the terms of clause 26 (Changes to the Lenders) of the First Lien
Credit Agreement relating to the protection of the First Lien Lenders with respect to any
assignment or transfer of their rights or




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rights and obligations which is effected thereunder shall apply to any such transfer
pursuant to this Clause 59 (Second Lien buy-out of Hedges).59.4
    
    Indemnity against claw back
 59.4.1
    
    Subject to Clause 59.4.2, the Second Lien Lenders must provide, or procure the
provision of, an indemnity (on terms, and from a person, satisfactory to the Hedging
Banks, acting reasonably) to each of the Hedging Banks against any and all costs,
losses, liabilities, expenses and payments which may be incurred or made by such
Hedging Bank as a result of all or any of the Purchase Amount being required, or being
alleged to be required, to be paid back by, or clawed back from, such Hedging Bank for
any reason.59.4.2
    
    Any indemnity provided pursuant to Clause 59.4.1 shall not extend to any costs,
losses, liabilities, expenses and payments which could not have been recovered by the
relevant Hedging Bank had the rights and obligations relating to the Hedging
Termination Payment not been transferred pursuant to this Clause 59 (Second Lien
buy-out of Hedges).
 60.
    
    FIRST LIEN BUY-OUT60.1
    
    Option to purchase
 60.1.1
    
    At any time after the issue of any notice by the Second Lien Agent under Clause
49.4.1(B) (Action by Second Lien Lenders), the First Lien Lenders may issue a notice (a
Buy-out Notice) specifying their intention to purchase all (and not part only) of the
outstanding Second Lien Debt and the date (the Purchase Date) on which such purchase
is to be effected.60.1.2
    
    The Purchase Date specified in any Buy-out Notice must be a Business Day falling no
less than 10 Business Days and no more 15 Business Days after the date of issue of such
Buy-out Notice.
 60.2
    
    Purchase DateOn the Purchase Date:
 60.2.1
    
    the First Lien Lenders shall pay to the Second Lien Agent in cash and in the currency
in which the Second Lien Debt is denominated, an amount (the Purchase Amount)
determined by the Second Lien Agent (acting reasonably) to be equal to the outstanding
Second Lien Debt (including all accrued interest, fees, expenses and any Break Costs)
on such Purchase Date;60.2.2
    
    the First Lien Lenders shall take all such other steps as the Second Lien Agent
(acting reasonably) may require for the purposes of ensuring that on and from the
Purchase Date none of the Second Lien Lenders will have any liability (actual or
contingent) under any Second Lien Document;60.2.3
    
    the Second Lien Lenders shall, subject to payment to them of the Purchase Amount, the
completion of all relevant steps in accordance with Clause 60.2.2, and the provision of
an indemnity in accordance with Clause 60.4 (Indemnity against claw back) transfer the
Second Lien Debt (and all their rights and obligations relating thereto) in accordance
with the procedure for transfer provided for in clause 24.5 (Procedure for transfer) of
the Second Lien Credit Agreement or by such other means as the First Lien Agent and the
Second Lien Agent may otherwise agree;




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60.2.4
    
    the Obligors shall take all such steps as the First Lien Agent and the Second Lien
Agent (each, acting reasonably) may require for the purposes of effecting such
transfer;60.2.5
    
    each Second Lien Lender shall be deemed to have represented and warranted to the
First Lien Lenders that (i) it is the owner of the beneficial interest in all the
rights and interests under the Second Lien Documents purported to be assigned or
transferred by it by such transfer; and (ii) it has taken all necessary corporate
action to authorise such transfer.
 60.3
    
    Protection of Second Lien LendersSave as provided for in Clause 60.2.5 (Purchase Date), any transfer of the Second Lien Debt
pursuant to this Clause 60 (First Lien buy-out) shall be without recourse to, or
representation or warranty from, the Second Lien Lenders and the terms of clause 24 (Changes
to the Lenders) of the Second Lien Credit Agreement relating to the protection of the Second
Lien Lenders with respect to any assignment or transfer of their rights or rights and
obligations which is effected thereunder shall apply to any such transfer of the Second Lien
Debt pursuant to this Clause 60 (First Lien buy-out).60.4
    
    Indemnity against claw back
 60.4.1
    
    Subject to Clause 60.4.2, the First Lien Lenders must provide, or procure the
provision of, an indemnity (on terms, and from a person, satisfactory to the Majority
Second Lien Lenders) to each of the Second Lien Lenders against any and all costs,
losses, liabilities, expenses and payments which may be incurred or made by such Second
Lien Lender as a result of all or any of the Purchase Amount being required, or being
alleged to be required, to be paid back by, or clawed back from, such Second Lien
Lender for any reason.60.4.2
    
    Any indemnity provided pursuant to Clause 60.4.1 shall not extend to any costs,
losses, liabilities, expenses and payments which could not have been recovered by the
relevant Second Lien Lender had the Second Lien Debt not been transferred pursuant to
this Clause 60 (First Lien buy-out).
 61.
    
    THE SECURITY TRUSTEE61.1
    
    Appointment of the Security Trustee
 61.1.1
    
    Each other Secured Creditor:
 (A)
    
    appoints the Security Trustee to act as its agent and trustee
in connection with the Finance Documents;(B)
    
    irrevocably authorises the Security Trustee (by itself or by
such persons as it may nominate) on its behalf to:
 (1)
    
    enter into each Finance Document to which
it is a party;(2)
    
    exercise the rights, powers, authorities
and discretions specifically given to the Security Trustee under or
in connection with the Finance Documents together with any other
incidental rights, powers, authorities and discretions or any other
incidental rights, powers, authorities and discretions necessary to
give effect to the trusts hereby created; and(3)
    
    enforce any Security granted by the
Security Documents as trustee (or as otherwise provided) on its
behalf, subject always to the terms of the Finance Documents.




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61.1.2
    
    The powers conferred upon the Security Trustee by the Finance Documents shall be in
addition to any powers which may from time to time be vested in trustees by the general
law.61.1.3
    
    If there is any conflict between the provisions of this Agreement and any Security
Documents with regard to instructions to or the matters affecting the Security Trustee,
this Agreement will prevail.61.1.4
    
    Each other Secured Creditor acknowledges that the concept of trust as known in common
law jurisdictions is not known as such in France.
 61.2
    
    Trust
 61.2.1
    
    The Security Trustee shall hold the benefits of the Finance Documents in its capacity
as Security Trustee on trust for (to the extent such benefits are capable of being
secured in their favour) the Secured Creditors. Save as expressly specified in any
Finance Document, the Security Trustee:
 (A)
    
    shall not be liable to any Party for any breach by any other
Party of any Finance Document;(B)
    
    shall have only those duties which are expressly specified in
the Finance Documents;(C)
    
    will apply all payments and other benefits received by it
under the Finance Documents in accordance with Clause 50 (Cascade); and(D)
    
    shall exercise its rights, powers and duties under the
Security Documents and/or this Agreement for the benefit of the Secured
Creditors.
 61.2.2
    
    Section 1 of the Trustee Act 2000 shall not apply to any function of the Security
Trustee under or in connection with the Finance Documents provided that nothing in this
Agreement shall exempt the Security Trustee from any liability for gross negligence or
wilful misconduct.61.2.3
    
    Save as set out in Clause 61.2.1, the Security Trustees duties under the Finance
Documents are of a mechanical and administrative nature. Nothing in the Finance
Documents shall constitute a partnership between any Party and the Security Trustee.61.2.4
    
    The perpetuity period for the security trust established in relation to the Finance
Documents shall be eighty years from the date of this Agreement.
 61.3
    
    Resignation of Security Trustee
 61.3.1
    
    The Security Trustee may resign at any time and appoint an Affiliate acting through
an office in the United Kingdom or Paris in its place by giving notice to the other
Secured Creditors and the Company.61.3.2
    
    Alternatively the Security Trustee may resign by giving notice to the other Secured
Creditors and the Company, in which case the Relevant Group (after consultation with
the Company) may appoint a successor Security Trustee.61.3.3
    
    If the Relevant Group has not appointed a successor Security Trustee in accordance
with Clause 61.3.2 within 30 days after notice of resignation was given, the Security
Trustee (after consultation with the Company) may appoint a successor Security Trustee
(acting through an office in the United Kingdom or Paris).61.3.4
    
    The resignation of the retiring Security Trustee and the appointment of any successor
Security Trustee shall both become effective upon:




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(A)
    
    the successor Security Trustee (i) notifying all the Parties
that it accepts such appointment (ii) executing and delivering to the First
Lien Agent and Second Lien Agent duly completed deed(s) or instrument(s) of
accession in such form as the Relevant Group may require and taking all such
other steps as may be necessary to ensure that it accedes, and becomes a
party, to the relevant Finance Documents, as Security Trustee; and(B)
    
    each of the First Lien Agent and the Second Lien Agent (each,
acting reasonably) confirms it has received acceptable advice to the effect
that all of the Security Documents provide for enforceable Security in favour
of the successor Security Trustee and the Secured Creditors,
 whereupon the retiring Security Trustee shall be discharged from any further
obligation in respect of the Finance Documents but shall remain entitled to the
benefit of this Clause 61 (Security Trustee). Its successor and each of the other
Parties shall have the same rights and obligations amongst themselves as they would
have had if such successor had been an original Party.61.3.5
    
    The Parties shall take such action as the retiring Security Trustee and the Relevant
Group may consider necessary in order that the Security Documents shall provide for
perfected and enforceable Security in favour of any successor Security Trustee and the
Secured Creditors.61.3.6
    
    The retiring Security Trustee shall, at its own cost (unless required to retire
pursuant to Clause 61.3.7, in which case the costs shall be borne by the Company), make
available to the successor Security Trustee such documents and records and provide such
assistance as the successor may reasonably request for the purposes of performing its
functions as Security Trustee under the Finance Documents.61.3.7
    
    After consultation with the Company, the Relevant Group may, by notice to the
Security Trustee, require it to resign in accordance with Clause 61.3.2 above. In this
event, the Security Trustee shall resign in accordance with Clause 61.3.2 above.
 61.4
    
    Additional trustees
 61.4.1
    
    The Security Trustee may, upon giving prior notice to the other Secured Creditors,
appoint any person established or resident in any jurisdiction (whether a trust
corporation or not) to act either as a separate trustee or as a co-trustee jointly with
the Security Trustee if the Security Trustee considers such appointment to be in the
interests of the Secured Creditors.61.4.2
    
    Any such additional trustee shall have such trusts, powers, obligations, authorities
and discretions (not exceeding those conferred on the Security Trustee by the Finance
Documents) and remuneration as shall be conferred or imposed by the instrument of
appointment. The Security Trustee shall have power in like manner to remove any such
person. The Company shall indemnify such additional trustee as though it were the
Security Trustee in accordance with Clause 61.5 (Remuneration and indemnity). The
Security Trustee shall not be under any obligation to supervise the proceedings or acts
of any such delegate or sub-delegate or be in any way responsible for any liability
incurred by reason of any misconduct or default on the part of any such delegate or
sub-delegate.
 61.5
    
    Remuneration and indemnity
 61.5.1
    
    For the benefit of the Security Trustee, nothing in this Clause 61 (Security Trustee)
shall prejudice any right of indemnity by law given to trustees.




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##### 



61.5.2
    
    The Company agrees to indemnify, on demand, the Security Trustee and any receiver,
attorney, agent or other person appointed by the Security Trustee in accordance with
the Finance Documents for any and all claims, liabilities, costs, fees, charges, losses
and expenses which may be incurred by or asserted against the Security Trustee or any
such person in any way relating to or arising out of:
 (A)
    
    its execution or purported execution of any of its trusts,
powers, authorities and discretions under the Finance Documents; or(B)
    
    performing its duties and functions in such capacity; or(C)
    
    any action taken or omitted by the Security Trustee or any
such person under the Finance Documents,
 except to the extent arising directly from the Security Trustees or any such
persons gross negligence or wilful misconduct.61.5.3
    
    The Security Trustee may indemnify itself and each other person referred to in Clause
61.5.2 out of the assets over which Security is granted pursuant to the Security
Documents against all such claims, liabilities, costs, fees, charges, losses and
expenses referred to in Clause 61.5.2.61.5.4
    
    The Security Trustee shall be entitled to such remuneration as it may agree from time
to time with the Company.61.5.5
    
    Without prejudice to Clause 61.5.2, each Secured Creditor shall (in proportion to its
share of the Debt) indemnify the Security Trustee, within three Business Days of
demand, against any cost, loss or liability incurred by the Security Trustee (otherwise
than by reason of the Security Trustees gross negligence or wilful misconduct) in
acting as Security Trustee under or in connection with the Finance Documents (unless
the Security Trustee has been reimbursed for the same by any Obligor). The Obligors
shall forthwith on demand reimburse each Secured Creditor for any payments made by it
under this Clause 61.5.5.
 61.6
    
    Exclusion of liability
 61.6.1
    
    Without limiting Clause 61.6.2, the Security Trustee will not be liable for any
action taken by it under or in connection with any Finance Document, unless directly
caused by its gross negligence or wilful misconduct.61.6.2
    
    No Party (other than the Security Trustee) may take any proceedings against any
officer, employee or agent of the Security Trustee in respect of any claim it might
have against the Security Trustee or in respect of any act or omission of any kind by
that officer, employee or agent in relation to any Finance Document and any officer,
employee or agent of the Security Trustee may rely on this Clause.61.6.3
    
    The Security Trustee will not be liable for any delay (or any related consequences)
in crediting an account with an amount required under the Finance Documents to be paid
by the Security Trustee if the Security Trustee has taken all necessary steps as soon
as reasonably practicable to comply with the regulations or operating procedures of any
recognised clearing or settlement system used by the Security Trustee for that purpose.61.6.4
    
    Nothing in this Agreement shall oblige the Security Trustee to carry out any know
your customer or other checks in relation to any person on behalf of any Secured
Creditor and each Secured Creditor confirms to the Security Trustee that it is solely
responsible for any such checks that it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Security Trustee.




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61.7
    
    Instructions
 61.7.1
    
    Unless a contrary indication appears in the Finance Documents, the Security Trustee
shall (A) exercise any right, power, authority or discretion vested in it as Security
Trustee in accordance with any instructions given to it by the Instructing Group (or,
if so instructed by the Instructing Group, refrain from exercising any right, power,
authority or discretion vested in it as Security Trustee) and (B) not be liable for any
act (or omission) if it acts (or refrains from taking any action) in accordance with an
instruction of the Instructing Group. This Clause 61.7.1 shall not require the
Security Trustee to act in accordance with the instructions of the Instructing Group or
any person in respect of those powers, authorities and discretions granted to the
Security Trustee pursuant to Clauses 61.4 (Additional trustees), 61.5 (Remuneration and
indemnity), 61.15.1, 61.15.3, 61.15.4 (Security Trustees functions) and 61.16 (Legal
restrictions and confidentiality).61.7.2
    
    Unless a contrary indication appears in the Finance Documents, any instructions given
by the Instructing Group, shall be binding on all the Secured Creditors.61.7.3
    
    The Security Trustee may refrain from acting in accordance with the instructions of
the Instructing Group until it has received such security as it may require for any
cost, loss or liability (together with any associated VAT) which it may incur in
complying with the instructions.61.7.4
    
    In the absence of instructions from the Instructing Group, the Security Trustee may
act (or refrain from taking action) as it considers to be in the best interests of the
Secured Creditors.61.7.5
    
    The Security Trustee is not authorised to act on behalf of a Secured Creditor
(without first obtaining that Secured Creditors consent) in any legal or arbitration
proceedings relating to any Finance Document.
 61.8
    
    Rights and discretions of the Security Trustee
 61.8.1
    
    The Security Trustee may rely on:
 (A)
    
    any representation, notice or document believed by it to be
genuine, correct and appropriately authorised; and(B)
    
    any statement made by a director, authorised signatory or
employee of any person regarding any matters which may reasonably be assumed
to be within his knowledge or within his power to verify.
 61.8.2
    
    The Security Trustee may assume (unless it has received notice to the contrary in its
capacity as Security Trustee) that:
 (A)
    
    no Default (whether under the First Lien Credit Agreement or
the Second Lien Credit Agreement) has occurred (unless it has actual knowledge
of such Default);(B)
    
    any right, power, authority or discretion vested in any
Party, the Majority First Lien Lenders or the Majority Second Lien Lenders has
not been exercised; and(C)
    
    any notice or request made by the Company is made on behalf
of and with the consent and knowledge of all the Obligors.
 61.8.3
    
    The Security Trustee may engage, pay for and rely on the advice or services of any
lawyers, accountants, surveyors or other experts.




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61.8.4
    
    The Security Trustee may act in relation to the Finance Documents through its
personnel and agents.
 61.9
    
    Information
 61.9.1
    
    The Security Trustee has no duty (in the absence of a specific provision in any
Finance Document) to provide any Party with any credit or other information relating to
the business, assets or financial condition of any Obligor or any other person whenever
coming into its possession.61.9.2
    
    Except where a Finance Document specifically provides otherwise, the Security Trustee
is not obliged to check the adequacy, accuracy or completeness of any document it
forwards to another Party.61.9.3
    
    The Security Trustee shall not be liable or responsible to any other Secured Creditor
for the adequacy, accuracy and/or completeness of any information (whether oral or
written) supplied by the Security Trustee, an Obligor or any other person given in or
in connection with any Finance Document or the Information Memorandum.
 61.10
    
    Responsibility for documentationThe Security Trustee shall not be liable or responsible:
 61.10.1
    
    for the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document or any other agreement, arrangement or document entered into, made or executed
in anticipation of or in connection with any Finance Document;61.10.2
    
    for any failure to give notice to any third party or to register, file or record (or
any defect in such registration, filing or recording) any Security created pursuant to
any Security Document, or effect, procure the registration of or otherwise protect the
floating charge or any other such Security created by or pursuant to the Security
Documents under the Land Registration Act 1925 or any other registration laws in
England or any other jurisdiction;61.10.3
    
    to obtain any licence, consent or other authority for the creation of any such
Security;61.10.4
    
    for any failure, omission, or defect in perfecting or protecting the Security
constituted by the Security Documents, either in England and Wales or in any other
jurisdiction; or61.10.5
    
    for the financial condition of any Obligor.
 61.11
    
    TitleThe Security Trustee may accept without enquiry such title as any Obligor may have to the
property over which Security is intended to be created by any Security Document.61.12
    
    InvestmentsAll moneys which are received by the Security Trustee in its capacity as trustee or
otherwise may be invested in the name of or under the control of the Security Trustee in any
investment for the time being authorised by English law for the investment by trustees of
trust money or in any other investments which may be selected by the Security Trustee.
Additionally, the same may be placed on deposit in the name of or under the control of the
Security Trustee at such bank or institution (including the Security Trustee) and upon such
terms as the Security Trustee may think fit.




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61.13
    
    TaxThe Security Trustee shall have no responsibility whatsoever to any Secured Creditor as
regards any deficiency which might arise because the Security Trustee is subject to any Tax
or withholding from any payment made by it under the Finance Documents.61.14
    
    Receivers indemnityIn no circumstances shall the Security Trustee itself be obliged to give an indemnity to any
receiver who requires an indemnity as a condition of appointment.61.15
    
    Security Trustees functions
 61.15.1
    
    The Security Trustee shall:
 (A)
    
    not be under any obligation to hold any title deeds, Finance
Documents or any other documents in connection with the assets charged by any
Security Document in its own possession or to take any steps to protect or
preserve the same (and the Security Trustee may permit the Obligors to retain
any title deeds and other documents if it considers such course of action to
be appropriate);(B)
    
    without prejudice to Clause 61.15.1(A), be at liberty to hold
the Finance Documents and any other documents relating thereto or to deposit
them in any part of the world with any bank or company whose business includes
undertaking the safe custody of documents or firm of lawyers considered by the
Security Trustee to be of good repute and the Security Trustee shall not be
responsible for or be required to insure against any liability incurred in
connection with any such holding or deposit and may pay all sums required to
be paid on account of or in respect of any such deposit;(C)
    
    not be bound to give notice to any person of the execution of
any documents comprised or referred to in the Finance Documents or of any
other matter in any way relating to the Finance Documents or to take any steps
to ascertain whether any default under any Finance Document has happened or
whether any Party has breached any of its obligations under any Finance
Document or whether any right, power, discretion or remedy has or may become
exercisable by the Security Trustee and the Security Trustee shall be entitled
to assume that no such default has happened and that each Party is observing
and performing all its obligations under any Finance Document and that no such
right, power, discretion or remedy has or may become exercisable;(D)
    
    as soon as reasonably practicable following receipt of the
same, notify the First Lien Agent and the Second Lien Agent of any request
received by it to exercise any power, authority or discretion under this
Agreement or any Finance Document or to form any opinion;(E)
    
    promptly provide the First Lien Agent and the Second Lien
Agent of copies of any notice received by it from any Party (i) describing the
occurrence of any Default (as defined in the First Lien Credit Agreement or
the Second Lien Credit Agreement) and (ii) stating that the circumstance
described is a Default (so defined); and(F)
    
    be entitled to treat each Secured Creditor as a Secured
Creditor entitled to payments under this Agreement unless it has received not
less than five Business Days prior notice from that Secured Creditor to the
contrary in accordance with the terms of this Agreement.




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61.15.2
    
    Any consent or approval given by the Security Trustee for the purposes of the
Finance Documents may be given on such terms and subject to such conditions (if any) as
the Security Trustee thinks fit.61.15.3
    
    Any trustee of any Security Document being a lawyer, accountant, broker or other
person engaged in any profession or business shall be entitled to charge and be paid
all usual professional and other charges for business transacted and acts done by him
or his firm in connection with the trusts of the Security Documents and also his
reasonable charges in addition to disbursements for all other work and business done
and all time spent by him or his firm in connection with matters arising in connection
with his trusteeship.61.15.4
    
    The Security Trustee may in the conduct of the trusts instead of acting personally
employ and pay an agent (whether being a lawyer or other professional person) to
transact or conduct, or concur in transacting or conducting, any business and to do, or
concur in doing, all acts required to be done in connection with the Finance Documents.
The Security Trustee shall not be in any way responsible for any liability incurred by
reason of any misconduct or default on the part of any such agent or be bound to
supervise the proceedings or acts of any such agent.
 61.16
    
    Legal restrictions and confidentiality
 61.16.1
    
    Notwithstanding any other provision of any Finance Document to the contrary, the
Security Trustee is not obliged to do or omit to do anything if it would or might in
its reasonable opinion constitute a breach of any law or regulation or a breach of a
fiduciary duty or duty of confidentiality.61.16.2
    
    The relevant division or department through which the Security Trustee acts shall be
treated as a separate entity from any other of the Security Trustees divisions or
departments.61.16.3
    
    If information is received by another division or department of the Security
Trustee, it may be treated as confidential to that relevant division or department and
the Security Trustee shall not be deemed to have notice of it.
 61.17
    
    Credit appraisal by the Secured CreditorsWithout affecting the responsibility of any Obligor for information supplied by it or on its
behalf in connection with any Finance Document, each Secured Creditor confirms to the
Security Trustee that it has been, and will continue to be, solely responsible for making
its own independent appraisal and investigation of all risks arising under or in connection
with any Finance Document including but not limited to:
 61.17.1
    
    the financial condition, status and nature of each Obligor and each other member of
the Group;61.17.2
    
    the legality, validity, effectiveness, adequacy or enforceability of any Finance
Document and any other agreement, arrangement or document entered into, made or
executed in anticipation of, under or in connection with any Finance Document;61.17.3
    
    whether that Secured Creditor has recourse, and the nature and extent of that
recourse, against any Party or any of its respective assets under or in connection with
any Finance Document, the transactions contemplated by the Finance Documents or any
other agreement, arrangement or document entered into, made or executed in anticipation
of, under or in connection with any Finance Document; and




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61.17.4
    
    the adequacy, accuracy and/or completeness of the Information Memorandum and any
other information provided by the Security Trustee, any other Party or by any other
person under or in connection with any Finance Document, the transactions contemplated
by the Finance Documents or any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Finance Document.
 61.18
    
    Business with the GroupThe Security Trustee may accept deposits from, lend money to and generally engage in any
kind of banking or other business with any Obligor or any member of the Group or any
Non-Recourse Subsidiary.61.19
    
    EnforcementThe Secured Creditors shall not have any independent power to enforce any of the Security
Documents or to exercise any rights, discretions or powers to grant any consents or releases
under or pursuant to the Security Documents or otherwise have direct recourse to the
Security constituted by any of the Security Documents except through the Security Trustee.61.20
    
    Release of SecurityThe Security Trustee may release any Security over any asset the subject of the Security
Documents in accordance with the terms of any such Security Document or if:
 61.20.1
    
    the asset is disposed of in compliance with the First Lien Documents; or61.20.2
    
    the asset is disposed of by any receiver or other person in accordance with the
powers granted under the Security Documents.
 61.21
    
    Insolvency Events
 61.21.1
    
    For the purposes of this Agreement, Insolvency Event means any the circumstances
or events described in clause 25.7 (Insolvency proceedings), clause 25.8 (Enforcement
of security) or clause 25.9 (Creditors process) of the First Lien Credit Agreement or
any other circumstance or event analogous to any of the foregoing.61.21.2
    
    If any Insolvency Event occurs in relation to any Obligor, the Security Trustee may,
and is irrevocably authorised on behalf of the Secured Creditors, subject to the terms
of the Finance Documents, to:
 (A)
    
    claim, enforce and prove for the Debt owed by, or any other
claims against, that Obligor;(B)
    
    (subject to Clause 61.21.5) exercise all powers of convening
meetings, voting and representation in respect of the Debt owed by that
Obligor and each Secured Creditor shall provide all forms of proxy and of
representation which may be required for such purposes;(C)
    
    file claims and proofs, give receipts and take all such
proceedings and do all such things as the Security Trustee sees fit to recover
the Debt owed by, or any other claims against, that Obligor; and(D)
    
    receive all distributions on or account of the Debt owed by,
or any other claims against, that Obligor for application in accordance with
Clause 7 (Cascade).
 61.21.3
    
    If and to the extent that the Security Trustee is not entitled to claim, enforce,
prove, file claims or proofs, or take proceedings for the recovery of any Debt owed by
the relevant




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Obligor, the relevant Secured Creditor(s) to whom such Debt is owed shall do so in
good time as reasonably requested by the Security Trustee.61.21.4
    
    Save to the extent that it has been requested by the Security Trustee under Clause
61.21.3 to take such action, no Secured Creditor may take any of the actions referred
to in Clause 61.21.2 without the Security Trustees prior consent.61.21.5
    
    Nothing in this Clause 61.21 (Insolvency events) shall:
 (A)
    
    limit the rights of the First Lien Lenders to convene
meetings, to exercise their voting rights and to issue instructions to the
Security Trustee, under the First Lien Credit Agreement and/or this Agreement;
and(B)
    
    limit the rights of the Second Lien Lenders to convene
meetings, to exercise their voting rights and to issue instructions to the
Security Trustee, under the Second Lien Credit Agreement and/or this
Agreement.
 61.21.6
    
    If any Insolvency Event occurs in relation to any Obligor, the trustee in
bankruptcy, liquidator, assignee or other person distributing the assets of that
Obligor or their proceeds shall be directed to pay distributions on the Debt direct to
the Security Trustee for application in accordance with Clause 50 (Cascade).
 62.
    
    NOTICES62.1
    
    In writing
 62.1.1
    
    Any communication in connection with this Agreement must be in writing and, unless
otherwise stated, may be given in person, by fax or email.62.1.2
    
    Unless it is agreed to the contrary, any consent or agreement required under this
Agreement must be given in writing.
 62.2
    
    Contact details
 62.2.1
    
    Except as provided in this Clause 62.2, the contact details of each Party for all
communications in connection with this Agreement are those notified by that Party for
this purpose to the Security Trustee on or before the date it becomes a Party.The CompanyThe contact details of the Company for this purpose are:Address: Endeavour International Corporation, 1000 Main Street, Suite 3300,
Houston, Texas 77002
 Fax number:
    
    (001) 713 307-8793Email:
    
    Mike.Kirksey@endeavourcorp.comAttention:
    
    Mike KirkseyCopy:
    
    Cathy Stubbs (fax (44) 20 7451 2352)Email:
    
    Cathy.Stubbs@endeavourcorp.comBNP PARIBAS as First Lien Agent and Security TrusteeThe contact details of BNP Paribas for this purpose are:Address:
    
    16 Rue de Hanovre, 75002 Paris, FranceAttention:
    
    Remi Collonges-Dufouleur/Aurélie GuthFax number:
    
    +33 1 43 16 99 43




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Copy:
    
    Sophie PicFax number:
    
    +33 1 42 98 49 25Second Lien AgentThe contact details of Bank of Scotland plc for this purpose are:Address:
    
    New Uberior House, 11 Earl Grey Street, Edinburgh, EH3 9BNAttention:
    
    Helen CoatesFax number:
    
    + $$131 659 0871
 62.2.2
    
    Any Party may change its contact details by giving five Business Days notice to the
Security Trustee or (in the case of the Security Trustee) to the other Parties.62.2.3
    
    Where a Party nominates a particular department or officer to receive a
communication, a communication will not be effective if it fails to specify that
department or officer.
 62.3
    
    Effectiveness
 62.3.1
    
    Except as provided in Clause 62.3.2 and Clause 62.3.3, any communication in
connection with this Agreement will be deemed to be given as follows:
 (A)
    
    if delivered in person, at the time of delivery; and(B)
    
    if by fax or e-mail, when received in legible form.
 62.3.2
    
    A communication given under Clause 62.4.1 but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next
working day in that place.62.3.3
    
    A communication to the Security Trustee, the First Lien Agent, the Second Lien Agent
or the Account Bank will only be effective on actual receipt by it.
 62.4
    
    Obligors
 62.4.1
    
    All communications under this Agreement to or from the other Secured Creditors must
be sent through the Security Trustee.62.4.2
    
    All communications under this Agreement to or from an Obligor must be sent through
the Company.62.4.3
    
    Each Obligor (other than the Company) irrevocably appoints the Company to act as its
agent:
 (A)
    
    to give and receive all communications under this Agreement;(B)
    
    to supply all information concerning itself to any Secured
Creditor; and(C)
    
    to sign all documents under or in connection with this
Agreement.
 62.4.4
    
    Any communication given to the Company in connection with this Agreement will be
deemed to have been given also to the other Obligors.62.4.5
    
    The Secured Creditors may assume that any communication made by the Company is made
with the consent of each other Obligor.
 62.5
    
    Language
 62.5.1
    
    Any notice given in connection with this Agreement must be in English.62.5.2
    
    Any other document provided in connection with this Agreement must be:
 (A)
    
    in English; or




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(B)
    
    (unless the Security Trustee otherwise agrees) accompanied by
a certified English translation. In this case, the English translation
prevails unless the document is a statutory or other official document.
 63.
    
    GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or in connection with it
are governed by English law.64.
    
    ENFORCEMENT64.1
    
    Jurisdiction
 64.1.1
    
    The courts of England have exclusive jurisdiction to settle any dispute arising out
of or in connection with this Agreement (including a dispute regarding the existence,
validity or termination of this Agreement) (a Dispute).64.1.2
    
    The Parties agree that the courts of England are the most appropriate and convenient
courts to settle Disputes and accordingly no Party will argue to the contrary.64.1.3
    
    This Clause 64.1 (Jurisdiction) is for the benefit of the Secured Creditors only. As
a result, no Secured Creditor shall be prevented from taking proceedings relating to a
Dispute in any other courts with jurisdiction. To the extent allowed by law, the
Secured Creditors may take concurrent proceedings in any number of jurisdictions.
 64.2
    
    Service of process
 64.2.1
    
    Without prejudice to any other mode of service allowed under any relevant law, each
Obligor (other than an Obligor incorporated in England and Wales):
 (A)
    
    irrevocably appoints Endeavour Energy UK Limited as its agent
for service of process in relation to any proceedings before the English
courts in connection with this Agreement; and(B)
    
    agrees that failure by a process agent to notify the relevant
Obligor of the process will not invalidate the proceedings concerned.
 64.2.2
    
    Each of the Obligors expressly agrees and consents to the provisions of this Clause 64
(Enforcement) and Endeavour Energy UK Limited hereby confirms its acceptance of such
appointment.
 64.3
    
    Waiver of immunityEach Obligor irrevocably and unconditionally:
 64.3.1
    
    agrees not to claim any immunity from proceedings brought by a Secured Creditor
against that Obligor in relation to a Finance Document and to ensure that no such claim
is made on its behalf;64.3.2
    
    consents generally to the giving of any relief or the issue of any process in
connection with those proceedings; and64.3.3
    
    waives all rights of immunity in respect of it or its assets.




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SCHEDULE 1
 PARTIES
 Part I
 Obligors
 Registration number (orName of Obligor
    

equivalent, if any)
    
    Jurisdiction of incorporationEndeavour International Corporation
    
    C897-2000
    
    Nevada, U.S.A.Endeavour Operating Corporation
    
    3737839
    
    Delaware,U.S.A.Endeavour Energy New Ventures Inc.
(formerly known as END Operating
Management Company)
    
    3900636
    
    Delaware, U.S.A.END Management Company
    
    3737839
    
    Delaware, U.S.A.Endeavour International Holding B.V.
    
    34229293
    
    NetherlandsEndeavour Energy Netherlands B.V.
    
    34229296
    
    NetherlandsEndeavour Energy UK Limited
    
    5030838
    
    England and WalesEndeavour North Sea Limited
    
    3518803
    
    England and WalesEndeavour Energy North Sea LLC
    
    4621624
    
    Delaware, U.S.A.Endeavour Energy North Sea L.P.
    
    4591023
    
    Delaware, U.S.A.
 Part II
 First Lien Lenders




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Part III
 Second Lien Lenders
  Part IV
 Hedging Banks




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SCHEDULE 2
 FORM OF ACCESSION INSTRUMENT
 To:
    
    [Security Trustee]From:
    
    [Name of new party]
   Intercreditor Agreement dated 31 October 2006 between, among others, Endeavour International
Corporation and BNP Paribas (as amended from time to time) (the Agreement)
 1.
    
    We refer to the Agreement. This is an Accession Instrument. Terms defined in the Agreement
have the same meaning in this Accession Instrument unless given a different meaning in this
Accession Instrument.
 2.
    
    [Name of new party] agrees to become Party to, and be bound by the terms of, the Agreement
[and the First Lien Credit Agreement] [and the Second Lien Credit Agreement] as a[n]
{[Obligor]/[Second Lien Lender]/[First Lien Lender]/[Hedging Bank]/[Second Lien Agent]/[First
Lien Agent]}. [Name of new party] is a company duly incorporated under the laws of [name of
relevant jurisdiction].
 3.
    
    [New partys] administrative details are as follows:Address:Fax No:Attention:4.
    
    This Accession Instrument and any non-contractual obligations arising out of or in connection
with it are governed by English law.
   
  Name of new party
  
  Security Trustee