exv10w4wc






Exhibit 10.4(c)



EXECUTION VERSION


CYAN PARTNERS, LP

399 PARK AVENUE, 39TH FLOOR

NEW YORK, NY 10022




October 21, 2010




Endeavour International Corporation

1001 Fannin, Suite 1600

Houston, Texas 77002





			
	Attention:	 	Mr. J. Michael Kirksey

Executive Vice President and

Chief Financial Officer





Endeavour Energy UK Limited

c/o Endeavour International Corporation

1001 Fannin, Suite 1600

Houston, Texas 77002





			
	Attention:	 	Mr. J. Michael Kirksey

Executive Vice President and

Chief Financial Officer





CONFIDENTIAL





			
	Re:	 	Incremental Fee Letter





Ladies and Gentlemen:




          Reference is made to:




          (i) that certain Credit Agreement, dated as of August 16, 2010 (as amended, restated,
supplemented and/or modified from time to time, the “Credit Agreement”), among Endeavour
International Corporation (“Holdings”), Endeavour Energy UK Limited (the
“Borrower”), the lenders party thereto and Cyan Partners, LP (“Cyan”), as
administrative agent (in such capacity, the “Administrative Agent”); and




          (ii) that certain Incremental Term Loan Commitment and Amendment Agreement, dated on or about
the date hereof (the “Incremental Amendment Agreement”), among Holdings, the Borrower, the
incremental lenders party thereto and the Administrative Agent pursuant to which certain affiliates
of Cyan have agreed to provide Incremental Term Loans as set forth therein.




          This fee letter (the “Incremental Fee Letter”) will supplement the Incremental
Amendment Agreement by setting forth arrangements for services rendered by Cyan in connection with
the Incremental Amendment Agreement.




 









 








          Capitalized terms used in this Incremental Fee Letter but not defined herein shall have the
respective meanings set forth in the Credit Agreement.




          You agree to pay to Cyan a fee in the amount of $500,000, which fee shall be earned by, and
payable to, Cyan on the Agreement Effective Date (as defined in the Incremental Amendment
Agreement).




          Payment of the foregoing fee (i) will not be subject to counterclaim or set-off for, or be
otherwise affected by, any claim or dispute relating to any other matter, (ii) will not be
refundable (such fees being in addition to and not creditable against any other fees, including,
without limitation, fees payable to Cyan and/or any of its affiliates pursuant to any other
agreements or for acting in any other capacities) and (iii) will be made to Cyan in immediately
available funds in accordance with the following wiring instructions: ABA# 221172610, account
number 1255234583, for the account of Cyan Partners, LP. In addition, the foregoing fees shall be
retained and/or distributed by Cyan, in such manner as it determines in its sole discretion.




          You agree that (without Cyan’s prior written consent) no lender or any other agent (other than
Cyan) under the Credit Agreement or the Incremental Amendment Agreement will receive any
compensation of any kind for its participation in the Incremental Amendment Agreement except as
expressly provided herein.




          You fully understand that (i) this Incremental Fee Letter does not constitute a commitment on
the part of, or engagement of, Cyan to provide, arrange, place, underwrite and/or participate in
any Incremental Term Loans and that Cyan is not under any obligation, as a result of this
Incremental Fee Letter, to provide or offer to provide any such commitment or engagement and (ii)
Cyan cannot make any commitments on behalf of any of its affiliates.




          In addition, you hereby agree that all reasonable and documented out-of-pocket costs and
expenses (including the reasonable fees and expenses of counsel and consultants) of Cyan (including
in its capacity as Administrative Agent under the Credit Agreement) arising in connection with
underwriting, negotiating documentation and closing of the transactions contemplated by the
Incremental Amendment Agreement shall be for your account (and that you shall upon request from
Cyan reimburse it for all such fees and expenses or pay same directly all in accordance with
Section 11.01 of the Credit Agreement). You further agree that Section 11.01(a)(iii) of the Credit
Agreement shall apply to any liabilities, obligations, losses, damages, penalties, claims, actions,
judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ and
consultants’ fees and disbursements arising in connection with this Incremental Fee Letter, the
Incremental Amendment Agreement or any Incremental Term Loans made pursuant thereto) and that the
provisions of such section are hereby incorporated into this Incremental Fee Letter by reference.




          This Incremental Fee Letter may not be amended or modified, or any provision hereof waived,
except by an instrument in writing signed by you and Cyan. This Incremental Fee Letter may be
executed in any number of counterparts, each of which shall be an original and all of which, when
taken together, shall constitute one agreement. Delivery of an executed signature page of this
Incremental Fee Letter by facsimile transmission or other electronic transmission shall be
effective as delivery of a manually executed counterpart hereof. This Incremental Fee Letter shall
be governed by, and construed in accordance with, the laws of the State of New York. This
Incremental Fee Letter is intended to be solely for the benefit of the parties hereto and




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Cyan’s permitted assigns and is not intended to confer any benefits upon, or create any rights
in favor of, any person or entity other than the parties hereto and may not be relied upon by any
person or entity other than you and Cyan and its permitted assigns. This Incremental Fee Letter is
not intended to create a fiduciary relationship among the parties hereto. This Incremental Fee
Letter sets forth the entire agreement between the parties hereto in respect of the matters set
forth herein, and supersedes all prior communications, written or oral, with respect to matters
herein.




          EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM,
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR CONTEMPLATED BY THIS INCREMENTAL FEE LETTER. EACH OF
THE PARTIES HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK
STATE COURTS LOCATED IN THE COUNTY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS
INCREMENTAL FEE LETTER OR ANY MATTERS CONTEMPLATED HEREBY.




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          You and Cyan agree that this Incremental Fee Letter is for confidential use only and that
neither its existence nor the terms hereof will be disclosed to any person other than your and
Cyan’s officers, directors, employees, accountants, attorneys and other advisors in connection with
the transactions contemplated by the Incremental Amendment Agreement, the Credit Agreement, and
this Incremental Fee Letter and on a confidential basis (except that, notwithstanding the
foregoing, (a) you may make such public disclosures as, and to the extent, you are required by law
to make or in order to comply with any order, regulation or ruling applicable to you and (b) Cyan
may make such disclosures as are contemplated in Section 11.16 of the Credit Agreement). Each
party’s obligations hereunder with respect to confidentiality shall survive the termination of this
Incremental Fee Letter.




	 	 	 	 	 
	 	Very truly yours,



CYAN PARTNERS, LP

 	 
	 	By:  	/s/ Jonathan Tunis
 	 
	 	 	Name:  	Jonathan Tunis 	 
	 	 	Title:  	Authorized Signatory 	 
	 








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	Accepted and Agreed to this



21st day of October, 2010:



ENDEAVOUR INTERNATIONAL CORPORATION

 	 	 
	By:  	/s/ J. Michael Kirksey
 	 	 
	 	Name:  	J. Michael Kirksey 	 	 
	 	Title:  	Executive Vice President and
 Chief Financial Officer 	 	 
	 
	ENDEAVOUR ENERGY UK LIMITED

 	 	 
	By:  	/s/ J. Michael Kirksey
 	 	 
	 	Name:  	J. Michael Kirksey 	 	 
	 	Title:  	Executive Vice President and
 Chief Financial Officer 	 	 
	 




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