EX-10.1






EXHIBIT 10.1




FIRST AMENDMENT TO CREDIT AGREEMENT; U.S. SECURITY AGREEMENT AND SUBSIDIARIES GUARANTY




THIS FIRST AMENDMENT TO CREDIT AGREEMENT; U.S. SECURITY AGREEMENT AND SUBSIDIARIES GUARANTY
dated as of May 31, 2012 (this “First Amendment”) is entered into by and among Endeavour
International Corporation, a Nevada corporation (“Holdings”), Endeavour Energy UK Limited,
a United Kingdom private limited company (the “Borrower”), the Subsidiary Guarantors party
hereto, the Lenders party hereto, Cyan Partners, LP, as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the “Collateral
Agent”), and New Pearl S.à r.l., a private limited liability company (société à responsabilité
limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“SPV”).
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement referred to below.



W I T N E S S E T H:




WHEREAS, Holdings, the Borrower, the Lenders from time to time party thereto and the
Administrative Agent are parties to the Credit Agreement dated as of April 12, 2012 (as amended,
restated, supplemented and/or otherwise modified from time to time, the “Credit
Agreement”);



WHEREAS, Holdings, the other grantors from time to time party thereto and the Collateral Agent
are parties to the U.S. Security Agreement, dated as of April 12, 2012 (as amended, restated,
supplemented and/or otherwise modified from time to time, the “U.S. Security Agreement”);



WHEREAS, the guarantors from time to time party thereto and the Administrative Agent are
parties to the Subsidiaries Guaranty, dated as of April 12, 2012 (as amended, restated,
supplemented and/or otherwise modified from time to time, the “Subsidiaries Guaranty”); and



WHEREAS, as of the date hereof, each of Holdings and the Borrower propose to enter into a
Reimbursement Agreement (the “SPV Reimbursement Agreement”) with SPV, pursuant to which the
Borrower will agree to reimburse SPV for amounts drawn under certain letters of credit issued for
the account of the Borrower and with respect to which SPV has pledged cash collateral in support
thereof;



WHEREAS, (i) the SPV Reimbursement Agreement shall constitute a “Secured Reimbursement
Agreement” and (ii) SPV shall be a “Secured Creditor”, in each case, for all purposes of (and as
defined in) the U.S. Security Agreement (as amended pursuant to this First Amendment) and each
other Security Document;



WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish
to amend the Credit Agreement, the U.S. Security Agreement and the Subsidiaries Guaranty as herein
provided;



NOW, THEREFORE, in consideration of the premises, covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




	I.	 	Credit Agreement Amendments.





1. Amendments to Section 1.01.



(a) The following new definitions are hereby inserted in Section 1.01 of the Credit Agreement
in the appropriate alphabetical order:



““Reimbursement Agreement” shall mean the Reimbursement Agreement dated as of May 31,
2012, by and among Holdings, the Borrower and New Pearl S.à r.l., a private limited liability
company (société à responsabilité limitée) incorporated and existing under the laws of the Grand
Duchy of Luxembourg.”



““Smedvig Reimbursement Agreement” shall mean that certain Reimbursement Agreement
dated as of May 23, 2012, among the Borrower, as Payer, Yellow Rock S.a.r.l., a private limited
liability company incorporated and existing under the laws of the Grand Duchy of Luxembourg, as
Payee, and Holdings, as Guarantor.”



(b) The definition of “Approved Third Party Credit Provider” contained in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows:



““Approved Third Party Credit Provider” shall mean, with respect to any Third Party
Letter of Credit, a Person that, at the time such Third Party Letter of Credit is issued, as the
case may be, is (a) the Administrative Agent or any Affiliate of the Administrative Agent or (b)
any other Person that is reasonably acceptable to the Administrative Agent.”



(c) The definition of “Excluded Asset” contained in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety as follows:



““Excluded Asset” shall mean any Indenture Collateral.”



(d) The definition of “ATPC Intercreditor Agreement” contained in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:



““ATPC Intercreditor Agreement” shall mean an intercreditor agreement or one or more
amendments to any of the Security Documents (which amendment expressly states that it is to be an
“ATPC Intercreditor Agreement”), in either case duly executed and delivered by the Administrative
Agent, the Collateral Agent and one or more Approved Third Party Credit Providers, in form and
substance satisfactory to the Administrative Agent in its discretion.”



(e) Clause (3) of the definition of “Escrow Release Date” contained in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety as follows:



“(3) the Alba Acquisition (as defined in the Indentures) shall have been consummated in
accordance with the terms and conditions of the COP Acquisition Agreement and all applicable law;
and”



(f) The definition of “Guaranteed Obligations” contained in Section 1.01 of the Credit
Agreement is hereby amended by deleting the words “Hedging Agreement or” contained therein.



(g) Clause (3) of the definition of “Indebtedness” contained in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:



“(3) all obligations in respect of bankers’ acceptances or letters of credit (including
reimbursement obligations in respect thereof, except to the extent such letters of credit are not
drawn upon or, if and to the extent drawn upon, such obligation (which shall be deemed to be the
principal amount thereof) is satisfied within five Business Days of payment on such letter of
credit; provided that any such exempted obligations shall be unsecured or secured only by
Liens which would be permitted under clause (8) of the definition of “Permitted Liens” if such
obligations were to constitute Indebtedness);”



(h) Clause (8) of the definition of “Permitted Liens” contained in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:



“(8) Liens to secure the performance of tenders, bids, statutory obligations, appeal bonds,
government contracts, bid, performance, surety or similar bonds or other obligations of a like
nature incurred in the ordinary course of business of Holdings and its Restricted Subsidiaries and
necessary or appropriate in connection with their operations (or letters of credit supporting such
obligations); provided such Liens extend only to (i) cash and Cash Equivalents securing
amounts not in excess of $50,000,000 at any time or (ii) other assets comprising Collateral on a
second-lien basis relative to the Lien on such Collateral securing the Obligations of the Credit
Parties pursuant to an intercreditor agreement having terms and conditions satisfactory to the
Collateral Agent securing amounts not in excess of $150,000,000 at any time;”



(i) The definition of “Third Party Letter of Credit” contained in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety as follows:



““Third Party Letter of Credit” shall mean letters of credit issued for the account of
Holdings or any of its Subsidiaries (in support of obligations permitted by this Agreement) by BNP
Paribas and with respect to which an Approved Third Party Credit Provider is subject to a
reimbursement or similar obligation and/or has pledged cash or Cash Equivalents in support
thereof.”



2. Amendment to Section 7.01. Clause (g) of Section 7.01 of the Credit Agreement is
hereby amended by deleting the reference to “8.03(16)” therein and inserting “8.03(18)” in lieu
thereof.



3. Amendment to Section 7.12. Clause (a) of Section 7.12 of the Credit Agreement is
hereby amended and restated in its entirety as follows:



“(a) Holdings will, and will cause each other Credit Party to, grant to the Collateral Agent
for the benefit of the Secured Creditors security interests in such assets of Holdings and such
other Credit Party (including, without limitation properties of Holdings and such other Credit
Party acquired subsequent to the Effective Date) as are not covered by the original Security
Documents (including, without limitation, with respect to any such property, pursuant to grants
pursuant to the laws of Scotland) and as may be reasonably requested from time to time by the
Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”);
provided that no Credit Party shall be required to take any action to grant or perfect a security
interest on any Excluded Asset. All such security interests shall be granted pursuant to
documentation satisfactory in form and substance to the Collateral Agent and shall constitute valid
and enforceable perfected security interests, hypothecations and mortgages superior to and prior to
the rights of all third Persons and enforceable against third parties and subject to no other Liens
except for Permitted Liens. The Additional Security Documents or instruments related thereto shall
have been duly recorded or filed in such manner and in such places as are required by law to
establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be
granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable
in connection therewith shall have been paid in full.”



Amendments to Section 8.03. (a) Clause (11) of the second paragraph of Section 8.03
of the Credit Agreement is hereby amended and restated in its entirety as follows:



“(11) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness in
respect of bid, performance, surety, appeal and similar bonds issued for the account of Holdings
and any of its Restricted Subsidiaries, or obligations in respect of letters of credit posted in
lieu of, or to secure, any such bonds, in the ordinary course of business or which are customary in
the Oil and Gas Business; provided that the aggregate outstanding amount of all such bid,
performance, surety, appeal and similar bonds permitted by this clause (11) shall not at any time
exceed $150,000,000; provided that all Indebtedness under this clause (11) shall be
unsecured except as permitted under clause (8) of the definition of Permitted Liens contained
herein;”



(b) Section 8.03 of the Credit Agreement is hereby amended to (i) delete the word “and” at
the end of clause (15) thereof, (ii) change clause (16) thereof to clause (18) and update the
cross-reference to clause (18) in such clause and in the second succeeding paragraph accordingly
and (iii) insert the following immediately following clause (15) thereof:



“(16) the incurrence of Indebtedness pursuant to the Reimbursement Agreement;



(17) the incurrence of Indebtedness pursuant to the Smedvig Reimbursement Agreement; and”



II. U.S. Security Agreement Amendments.



1. Recital 2 to the U.S. Security Agreement is hereby amended and restated in its entirety as
follows:




“2. [Reserved].”



2. Recital 3 to the U.S. Security Agreement is hereby amended and restated in its entirety as
follows:



“3. Each Grantor may at any time or from time to time have one or more Third Party Letters of
Credit issued for the account of one or more Credit Parties and, in connection therewith, enter
into agreements with respect to (a) any such Credit Party’s obligations to reimburse Approved Third
Party Credit Providers for amounts funded under Third Party Letters of Credit issued by such
Approved Third Party Credit Providers or (b) pledges of cash or Cash Equivalents made by any
Approved Third Party Credit Provider for the account of any such Credit Party to support
obligations under any Third Party Letter of Credit (any such reimbursement agreement with respect
to Third Party Letters of Credit where the applicable Approved Third Party Credit Provider is party
to an ATPC Intercreditor Agreement, a “Secured Reimbursement Agreement” and each Approved
Third Party Credit Provider referred to in this Recital 3 together with the Lender Creditors, the
“Secured Creditors”).”



3.  Recital 7 of the U.S. Security Agreement is hereby amended and restated in its entirety as
follows:



“7.      It is a condition precedent to the making of the Loans pursuant to the Credit
Agreement and the entering into of the issuance of Third Party Letters of Credit by Approved Third
Party Credit Providers from time to time that the Grantors shall have granted the security interest
contemplated by this Agreement.  Each Grantor will derive substantial direct and indirect benefit
from the transactions contemplated by the Credit Documents and the Secured Reimbursement Agreements
(collectively, the “Secured Debt Agreements”).”



4. The third sentence of Recital 8 of the U.S. Security Agreement is hereby amended and
restated in its entirety as follows:




““UCC” means the Uniform Commercial Code as in effect from time to time in the State
of New York; provided that, if perfection or the effect of perfection or
non-perfection or the priority of the security interest in any Collateral is governed by the
Uniform Commercial Code as in effect in a jurisdiction other than the State of New York,
“UCC” means the Uniform Commercial Code as in effect from time to time in such other
jurisdiction for purposes of the provisions hereof relating to such perfection, effect of
perfection or non-perfection or priority; provided that, for purposes of the term
“Event of Default”, such term shall mean any Event of Default under, and as defined in, the
Credit Agreement and shall also include any “event of default” (or similar term) under, and
as defined in, any Secured Reimbursement Agreement.”



5. Section 2(b) of the U.S. Security Agreement is hereby amended by deleting clause (b) in its
entirety and replacing such clause with the text “[Reserved].”



6. The first sentence of the final paragraph of Section 2 of the U.S. Security Agreement is
hereby amended and restated in its entirety as follows:




“Notwithstanding anything to the contrary contained herein or in any other Credit Document,
the aggregate amount of Secured Obligations of the type described in clause (c) of this
Section 2 (collectively, the “Secured Third Party Credit Obligations”)
secured by the Collateral pursuant to this Agreement and the Collateral (as defined under
the respective Security Documents) pursuant to the other Security Documents shall not at any
time exceed $120,000,000 (the “Secured Third Party Credit Obligations Cap”).”



7. Section 5 of the U.S. Security Agreement is hereby amended by deleting the words “any
Secured Hedging Agreement or” therein.



8. Section 18(b) of the U.S. Security Agreement is hereby amended and restated in its entirety
as follows:



“(b) Any cash held by or on behalf of the Collateral Agent and all cash proceeds received by
or on behalf of the Collateral Agent in respect of any sale of, collection from, or other
realization upon all or any part of the Collateral may, in the discretion of the Collateral Agent,
be held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied in
whole or in part by the Collateral Agent for the benefit of the Secured Creditors against, all or
any part of the Secured Obligations in the following order:



(i) FIRST, to the payment of all amounts owing to the Collateral Agent (in its capacity as
such) pursuant to the terms of any Security Document,



(ii) SECOND, to the payment in full of the Secured Obligations on a ratable basis in
accordance with the terms of the applicable Secured Debt Agreements, and



(iii) THIRD, after payment of all Secured Obligations, to Holdings, the Borrower and the other
Grantors or their successors or assigns, as their interests may appear, or to whosoever may be
lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.



The provisions of this Section 18(b) (i) shall inure solely to the benefit of each of the
Lender Creditors and the ATPC Secured Creditors and their respective successors and assigns and
(ii) are intended solely for the purpose of defining the relative rights of the Lender Creditors on
the one hand and the ATPC Secured Creditors on the other hand. No Grantor or any other creditor
thereof (including, without limitation, any Person who is entitled to or is otherwise granted a
ratable Lien over any Collateral pursuant to any contractual obligation of any Grantor) shall have
any rights hereunder. Nothing in this Agreement is intended to or shall impair the obligations of
the Borrower or any other Grantor, which are absolute and unconditional, to pay the Secured
Obligations owing to the Lender Creditors and the ATPC Secured Creditors as and when the same shall
become due and payable in accordance with the terms of the Credit Documents and the Secured
Reimbursement Agreements, respectively.”



9. Section 22 of the U.S. Security Agreement is hereby amended by deleting the words “Secured
Hedging Agreements and” from clause (a)(ii) therein.



10. Section 23 of the U.S. Security Agreement is hereby amended by deleting the words “Secured
Hedging Agreements and” from clause (b)(ii) therein.



11. Section 27 of the U.S. Security Agreement is hereby deleted and the following shall be
inserted in lieu thereof:



“Section 27. Acknowledgement of Liens. (a) Each Grantor, the Collateral Agent, each
Lender Creditor and each Approved Third Party Credit Provider holding Secured Obligations of the
type described in clause (c) of Section 2 hereof (an “ATPC Secured Creditor”) agrees and
acknowledges that (i) the grants of Liens pursuant to the Security Documents constitute two
separate and distinct grants of Liens and (ii) because of, among other things, their differing
rights in the Collateral, the Secured Obligations described in clause (a) of Section 2 hereof are
fundamentally different from the Secured Obligations described in clause (c) of Section 2 hereof
and must be separately classified in any plan of reorganization proposed or adopted in any
proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter
in effect.



(b) In the event a proceeding under the Bankruptcy Code or any other Federal, state or
foreign bankruptcy, insolvency, receivership or similar law shall be commenced by or against any
Grantor (a “Bankruptcy Proceeding”), the ATPC Secured Creditors shall not, so long as any
Secured Obligations of the type described in Section 2(a) are outstanding, oppose or object to any
disposition of any Collateral free and clear of the Liens of such Secured Creditors or other claims
under Section 363 of the Bankruptcy Code, if the Lender Creditors, or a representative authorized
by the Lender Creditors, shall consent to such disposition.



(c) Without prejudice to the enforcement of the Collateral Agent’s Lender Creditors’
remedies, the Lender Creditors agree that at any time following (i) acceleration of the Secured
Obligations of the Lender Creditors in accordance with the terms of the Credit Documents or (ii)
the commencement of a proceeding under the Bankruptcy Code or any other Federal, state or foreign
bankruptcy, insolvency, receivership or similar law by or against any Grantor constituting an Event
of Default under the Credit Documents (each, a “Purchase Event”), one or more of ATPC
Secured Creditors may request within 30 days after the first date on which a Purchase Event occurs,
and the Lender Creditors hereby offer the ATPC Secured Creditors the option, to purchase all, but
not less than all, of the aggregate amount of Secured Obligations of the Lender Creditors
outstanding at the time of purchase at par (including any premium set forth in the Credit Agreement
or other applicable Credit Document on the date hereof, interest and fees). If such right is
exercised, the parties shall endeavor to close promptly thereafter but in any event within 10
Business Days of the request. If one or more of the ATPC Secured Creditors exercise such purchase
right, it shall be exercised pursuant to documentation mutually acceptable to each of the
Collateral Agent and the ATPC Secured Creditors. If none of the ATPC Secured Creditors exercise
such right within 30 days after the first date on which a Purchase Event occurs, the Lender
Creditors shall have no further obligations pursuant to this Section 27 for such Purchase Event and
may take any further actions in their sole discretion in accordance with this Agreement and the
other Security Documents.”



12. Schedule II of the U.S. Security Agreement is hereby amended and restated in its entirety
in the form of Annex A hereto.




	III.	 	Subsidiaries Guaranty Amendments.





1. The second recital to the Subsidiaries Guaranty is hereby deleted in its entirety.



2. The third recital to the Subsidiaries Guaranty is hereby amended and restated in its
entirety as follows:



“WHEREAS, the Borrower and/or one or more of its Subsidiaries or parent companies may at any
time and from time to time have one or more Third Party Letters of Credit issued for the account of
such entity and, in connection therewith, enter into agreements with respect to (a) such Person’s
obligations to reimburse Approved Third Party Letters of Credit for amounts funded under Third
Party Letters of Credit issued by such Approved Third Party Credit Providers or (b) pledges of cash
or Cash Equivalents made by any Approved Third Party Credit Provider for the account of the
Borrower and/or one or more of its subsidiaries or parent companies to support obligations under
any Third Party Letter of Credit (any such reimbursement agreement with respect to Third Party
Letters of Credit where the applicable Approved Third Party Credit Provider is party to an ATPC
Intercreditor Agreement, a “Secured Reimbursement Agreement” and each Approved Third Party
Credit Provider referred to in this recital together with the Lender Creditors, the “Secured
Creditors”);”



3. The fifth recital of the Subsidiaries Guaranty is hereby amended and restated in its
entirety as follows:



“WHEREAS, it is a condition precedent to the making of Loans to the Borrower under the Credit
Agreement and the issuance of Third Party Letters of Credit by Approved Third Party Credit
Providers from time to time that the Guarantors shall have executed and delivered to the
Administrative Agent this Guaranty.”



4. The sixth recital of the Subsidiaries Guaranty is hereby amended and restated in its
entirety as follows:



“WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrower
under the Credit Agreement and the issuance of Third Party Letters of Credit by Approved Third
Party Credit Providers and, accordingly, desires to execute this Guaranty in order to satisfy the
condition described in the preceding paragraph and to induce the Lenders to make Loans to the
Borrower and the Approved Third Party Credit Providers to issue Third Party Letters of Credit;



5. Section 1 of the Subsidiaries Guaranty is hereby amended by deleting the words “Secured
Hedging Agreements or” from clause (a)(i) thereof.



6. Section 1 of the Subsidiaries Guaranty is hereby amended by deleting clause (a)(ii) in its
entirety and replacing such clause with the text “[Reserved]”.



7. Section 1 of the Subsidiaries Guaranty is hereby amended by amending and restating the
parenthetical at the end of clause (a)(iii) thereof as follows:



“(all such obligations, liabilities and indebtedness being herein collectively called the
“Other Obligations” and the Other Obligations together with the Credit Document Obligations
are herein collectively called the “Guaranteed Obligations”)”



8. The first sentence of the penultimate paragraph of Section 1 of the Subsidiaries Guaranty
is hereby amended and restated in its entirety as follows:



“Notwithstanding anything to the contrary contained herein or in any other Credit Document,
the aggregate amount of Other Obligations to be included within the Guaranteed Obligations pursuant
to this Guaranty shall not at any time exceed $120,000,000 (the “Other Obligations Cap”).”



9. Section 1 of the Subsidiaries Guaranty is hereby amended by deleting the words “Secured
Hedging Agreement or” from the final paragraph thereof.



10. The last paragraph of Section 6 of the Subsidiaries Guaranty is hereby amended by amending
and restating clause (g) thereof in its entirety as follows:



“(g) consent to or waive any breach of, or any act, omission or default under, any of the
Secured Reimbursement Agreements, the Credit Documents or any of the instruments or agreements
referred to therein, or otherwise amend, modify or supplement any of the Secured Reimbursement
Agreements, the Credit Documents or any of such other instruments or agreements;”



11. Section 6 of the Subsidiaries Guaranty is hereby amended by deleting the words



“the Secured Hedging Agreements,” therein.



12. Section 7 of the Subsidiaries Guaranty is hereby amended by deleting the words “, the
Secured Hedging Agreements or” therein.



13. Section 10 of the Subsidiaries Guaranty is hereby amended by deleting the words “execute,
deliver and perform the Secured Hedging Agreements to which they are party and to” therein.



14. Section 10 of the Subsidiaries Guaranty is hereby amended by deleting the words “, all
Secured Hedging Agreements and” in clause (g) thereof.



15. Section 14 of the Subsidiaries Guaranty is hereby amended by deleting the words “any
Secured Hedging Agreement or” therein.



16. Section 16 of the Subsidiaries Guaranty is hereby amended by deleting the words “any
Secured Hedging Agreement,” therein.




	IV.	 	SPV Acknowledgement.





Each of the Guarantors, the Administrative Agent and the SPV hereby acknowledges and agrees
that as of the First Amendment Effective Date (as defined below), (i) the SPV Reimbursement
Agreement shall constitute a “Secured Reimbursement Agreement” and (ii) SPV shall be a “Secured
Creditor”, in each case, for all purposes of (and as defined in) the U.S. Security Agreement (as
amended pursuant to this First Amendment) and each other Security Document.




	V.	 	Miscellaneous Provisions.





In order to induce the Lenders to enter into this First Amendment, each of Holdings and the
Borrower hereby represents and warrants that:




(i) all of the representations and warranties contained in the Credit Documents, as
amended hereby, are true and correct in all material respects both before and immediately
after giving effect to the First Amendment Effective Date, with the same effect as though
such representations and warranties had been made on and as of the First Amendment Effective
Date (it being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date); and




(ii) no Default or Event of Default exists before or immediately after giving effect to
the amendments set forth in this First Amendment on the First Amendment Effective Date.



Each party hereto hereby acknowledges and agrees that (a) this First Amendment is an ATPC
Intercreditor Agreement and (b) SPV is a an Approved Third Party Credit Provider.



This First Amendment is limited as specified herein and shall not constitute a modification,
acceptance or waiver of any other provision of the Credit Documents, all of which other provisions
are hereby ratified and confirmed and are in full force and effect. Each Credit Party party to
this First Amendment acknowledges and agrees that all Secured Obligations (as defined in the U.S.
Security Agreement) remain secured by the Security Documents and that the Secured Creditors remain
entitled to the benefits of the Security Documents.



This First Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which counterparts when executed and delivered
(including by way of facsimile or other electronic transmission) shall be an original, but all of
which shall together constitute one and the same instrument. A complete set of counterparts shall
be lodged with the Borrower and the Administrative Agent.



THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO
CONFLICTS OF LAWS RULES AND PRINCIPLES THEREUNDER OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW).



This First Amendment shall become effective on the date (the “First Amendment Effective
Date”) when each of the following conditions shall have been satisfied:




(i) the Credit Parties, the Administrative Agent, the Collateral Agent, the Required
Lenders and SPV shall have signed a counterpart hereof (whether the same or different
counterparts) and shall have delivered (including by way of facsimile or other electronic
transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036
Attention: Patrice Antoine (facsimile number: 212-354-8113 / e-mail address:
pantoine@whitecase.com);




(ii) the Borrower shall have paid (a) to the Administrative Agent all fees and
reasonable and documented out-of-pocket expenses owing to it in connection with this First
Amendment and shall have reimbursed the Administrative Agent for all reasonable and
documented out-of pocket legal expenses of White & Case LLP incurred in connection with the
Credit Agreement (including, without limitation, in connection with this First Amendment)
and invoiced on or before the date hereof and (b) any other fees then due and payable in
connection with this First Amendment; and




(iii) the Escrow Release Date shall have occurred.



From and after the First Amendment Effective Date, all references in each Credit Document to
(a) the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified
hereby, (b) the “U.S. Security Agreement” shall be deemed to be references to the U.S. Security
Agreement as modified hereby and (c) the “Subsidiaries Guaranty” shall be deemed to be references
to the Subsidiaries Guaranty as modified hereby.



After the execution and delivery to the Administrative Agent of a fully executed copy of this
First Amendment by the parties hereto, this First Amendment may only be changed, modified or varied
by written instrument in accordance with the requirements for the modification of Credit Documents
pursuant to Section 11.12 of the Credit Agreement.



1. The Borrower agrees that any failure to pay any fee payable by it to the Administrative
Agent in connection with this First Amendment within one Business Day after the First Amendment
Effective Date shall constitute an immediate Event of Default under the Credit Agreement.



* * *




IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this First
Amendment to Credit Agreement; U.S. Security Agreement and Subsidiaries Guaranty to be duly
executed and delivered as of the date first above written.




ENDEAVOUR INTERNATIONAL CORPORATION



	 	 	 
	By: /s/ J. Michael Kirksey

	Name:

Title:

	 	J. Michael Kirksey

Authorized Signatory







	 	 	ENDEAVOUR ENERGY UK LIMITED





	 	 	 
	By: /s/ J. Michael Kirksey

	Name:

Title:

	 	J. Michael Kirksey

Authorized Signatory






1





	 	 	ENDEAVOUR OPERATING CORPORATION, as a Subsidiary
Guarantor





	 	 	 
	By: /s/ J. Michael Kirksey

	Name:

Title:

	 	J. Michael Kirksey

Authorized Signatory







	 	 	ENDEAVOUR ENERGY NORTH SEA LLC, as a
Subsidiary Guarantor





	 	 	 
	By: /s/ Catherine Stubbs

	Name:

Title:

	 	Catherine Stubbs

Authorized Signatory







	 	 	ENDEAVOUR ENERGY NORTH SEA L.P., as a
Subsidiary Guarantor






By: Endeavour Energy North Sea LLC, its general
partner



	 	 	 
	By: /s/ Catherine Stubbs

	Name:

Title:

	 	Catherine Stubbs

Authorized Signatory:







	 	 	ENDEAVOUR ENERGY NEW VENTURES INC., as a
Subsidiary Guarantor





	 	 	 
	By: /s/ J. Michael Kirksey

	Name:

Title:

	 	J. Michael Kirksey

Authorized Signatory







	 	 	END MANAGEMENT COMPANY, as a Subsidiary
Guarantor





	 	 	 
	By: /s/ J. Michael Kirksey

	Name:

Title:

	 	J. Michael Kirksey

Authorized Signatory







	 	 	NEW PEARL S.À R.L.





	 	 	 
	By: /s/ Peter van Opsterl

	Name:

	 	Peter van Opsterl







	 	 	Title: Attorney






	 	 	 	CYAN PARTNERS, LP, as Administrative Agent and
as Collateral Agent






	 	 	 	By:
/s/ Jonathan Tunis






	 	 	Name:






Title:




CYRUS OPPORTUNITIES MASTER FUND II, LTD., as a
Lender




By: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




By: /s/ David A. Milich

Name: David A. Milich

Title: COOCYRUS EUROPE MASTER FUND, LTD., as a

Lender




By: CYRUS CAPITAL PARTNERS, L.P., as




Investment Manager




	 	 	 	By:
/s/ David A. Milich






	 	 	Name: David A. Milich

Title: COOCRESCENT 1, L.P., as a Lender






By: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




By: /s/ David A. Milich

Name: David A. Milich

Title: COOCRS FUND LTD, as a Lender





	 	 	 	By:
CYRUS CAPITAL PARTNERS, L.P., as Investment
	 
	 	 	 	Manager






	 	 	 	By:
/s/ David A. Milich






	 	 	Name: David A. Milich

Title: COO






CM FINANCE LLC, as a Lender




	 	 	 	By:
CM INVESTMENT PARTNERS, L.P., as Investment
Manager






	 	 	 	By:
/s/ David A. Milich






	 	 	Name: David A. Milich

Title: COO






CYRUS SELECT OPPORTUNITIES MASTER FUND, LTD., as a
Lender




By: CYRUS CAPITAL PARTNERS, L.P., as
Investment Manager




	 	 	 	By:
/s/ David A. Milich






	 	 	Name: David A. Milich

Title: COOCYAN PI INVESTMENTS, LP, as a Lender






	 	 	 	By:
/s/ Ashok Nayyar






	 	 	Name: Ashok Nayyar

Title: ManagerJGB CAPITAL, LP, as a Lender






	 	 	 	By:
     






Name:


Title:




JGB CAPITAL OFFSHORE LTD, as a Lender




	 	 	 	By:
     






Name:


Title:




JGB PARTNERS LP, as a Lender




	 	 	 	By:
     






Name:


Title:




Yad Hanadiv (A Rothschild Foundation) as
trustee for the Bat Hanadiv Foundation No. 3, as a
Lender




	 	 	 	By:
     






Name:


Title:




Yad Hanadiv (A Rothschild Foundation) as
trustee for Jader Trust No. 4, as a Lender



	 	 	 
	By: /s/ Randall Krebs

	Name:

	 	Randall Krebs







	 	 	Title: SecretaryROTHSCHILD FOUNDATION
(HANADIV) EUROPE, as a Lender






	 	 	 	By:
     






Name:


Title:



ANNEX A




SCHEDULE II

PLEDGED DEPOSIT ACCOUNTS

[To be inserted]





2